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8-K - 8-K - BOSTON SCIENTIFIC CORPq32013earningsrelease.htm



FOR IMMEDIATE RELEASE

BOSTON SCIENTIFIC ANNOUNCES RESULTS FOR
THIRD QUARTER ENDED SEPTEMBER 30, 2013

Natick, Mass. (October 24, 2013) -- Boston Scientific Corporation (NYSE: BSX) generated sales of $1.735 billion and adjusted earnings per share of $0.17 for the third quarter ended September 30, 2013. The company reported a $5 million GAAP loss, or approximately $0.00 per share.

Third quarter results and recent developments:

Achieved third quarter sales of $1.735 billion, representing 4 percent operational growth (constant currency basis, excluding divested businesses), and consistent with prior year sales on a reported basis.

Delivered adjusted EPS of $0.17, exceeding the high end of the company's adjusted EPS guidance range of $0.14 to $0.16.

Continued above-market growth in the company’s MedSurg businesses with global year-over-year revenue growth of 32 percent in Neuromodulation, 8 percent in Endoscopy and 8 percent in Urology/Women’s Health, all on a constant currency basis.

Improved performance in the company’s Cardiac Rhythm Management and Interventional Cardiology businesses, with CRM achieving growth of 1 percent on a constant currency basis. The company’s Peripheral Interventions business also continued to perform strongly with 7 percent growth on a constant currency basis.

Continued global expansion with combined year-over-year growth of 29 percent in Brazil, Russia, India and China, all on a constant currency basis.

Reinforced the company’s ongoing commitment to advancing science in Asia-Pacific by opening the Boston Scientific Institute for Advancing Science (IAS) and new Innovation Center in China.

Completed a previously announced public offering of senior notes and entered into a term loan facility to refinance $1.45 billion of existing public debt.

Approved 2014 Restructuring Program, continuing the process of evolving the company’s business model to address changing global marketplace dynamics. The program is expected to generate gross annual savings of $150 million to $200 million exiting 2015.

Generated operating cash flow of $250 million and used $75 million to repurchase approximately 6.8 million shares under the company’s existing share repurchase authorization.





“We are pleased with our strong overall results and the momentum we are building globally in a dynamic healthcare environment,” said Mike Mahoney, Boston Scientific president and chief executive officer. “We accelerated our operational performance in the quarter while enhancing our ability to deliver meaningful innovation to our customers and their patients.”

Worldwide sales for the third quarter:

 
 
Three Months Ended
 
 
 
 
 
 
 
 
September 30,
 
% Change
 
in millions
2013
2012
 
As Reported Basis
Less: Impact of Foreign Currency
Constant Currency Basis
 
 
 
 
 
 
 
 
 
 
 
 
   Interventional Cardiology
$
472

$
494

 
(4)%
$
(13
)
(2)%
(2)%
 
 
   Peripheral Interventions
195

189

 
3%
(8
)
(4)%
7%
 
 
Cardiovascular
667

683

 
(2)%
(21
)
(3)%
1%
 
 
   Cardiac Rhythm Management
464

462

 
1%
(5
)
0%
1%
 
 
   Electrophysiology
34

35

 
(3)%
(1
)
(2)%
(1)%
 
 
Rhythm Management
498

497

 
0%
(6
)
(1)%
1%
 
 
   Endoscopy
322

310

 
4%
(11
)
(4)%
8%
 
 
   Urology/Women's Health
131

125

 
5%
(4
)
(3)%
8%
 
 
   Neuromodulation
115

88

 
32%
(1
)
0%
32%
 
 
MedSurg
568

523

 
9%
(16
)
(3)%
12%
 
 
 
 
 
 
 
 
 
 
 
Subtotal Core Businesses
1,733

1,703

 
2%
(43
)
(2)%
4%
 
 
 
 
 
 
 
 
 
 
 
 
Divested Businesses
2

32

 
(95)%

0%
(95)%
 
 
 


 
 
 
 
 
 
 
Worldwide Net Sales
$
1,735

$
1,735

 
0%
$
(43
)
(2)%
2%
 
 
 
 
 
 
 
 
 
 
 
Growth rates are based on actual, non-rounded amounts and may not recalculate precisely.

 
 
 
 
 
 
 
 
 
 
 
Sales growth rates that exclude the impact of changes in foreign currency exchange rates are not prepared in accordance with U.S. GAAP. An explanation of the company's use of these non-GAAP financial measures is included in the exhibits attached to this news release.

 

On a consolidated GAAP basis, net loss for the third quarter of 2013 was $5 million, or $0.00 per share. These results included acquisition-, litigation- and restructuring-related charges, and amortization and debt extinguishment expenses, of $235 million (after-tax) or $0.17 per share. Adjusted net income for the third quarter of 2013, excluding these net charges, was $230 million, or $0.17 per share.
 
On a consolidated GAAP basis, net loss for the third quarter of 2012 was $664 million, or $0.48 per share. These results included goodwill and other intangible asset impairment charges, acquisition- and divestiture- related net credits, restructuring- and litigation-related charges, discrete tax items and amortization expense, of $885 million or $0.64 per share. Adjusted net income for the third quarter of 2012, excluding these net charges, was $221 million, or $0.16 per share.









2014 Restructuring Program

Boston Scientific also announces a 2014 Restructuring Program that is intended to build on the progress the company has made to execute in a changing global marketplace while further strengthening its operational effectiveness and supporting new growth investments. Key activities under the program include continued implementation of the company’s ongoing Plant Network Optimization strategy, continued focus on driving operational efficiencies and ongoing business and commercial model changes.

The company estimates that the program will reduce gross annual pre-tax operating expenses by approximately $150 million to $200 million exiting 2015. The company expects a portion of program savings to be reinvested in strategic growth initiatives.

The company anticipates a gross reduction of 1,100 to 1,500 positions worldwide through a combination of employee attrition and targeted headcount reductions as the program is implemented. Program implementation is expected to result in total pre-tax charges of approximately $175 million to $225 million, with approximately $160 million to $210 million of these charges resulting in future cash outlays. Program activities are expected to be initiated in the fourth quarter of 2013 and are expected to be substantially completed by the end of 2015.

Guidance for Fourth Quarter and Full Year 2013

The company estimates sales for the fourth quarter of 2013 in a range of $1.780 to $1.830 billion. The company estimates earnings on a GAAP basis in a range of $0.04 to $0.08 per share. Adjusted earnings, excluding acquisition- and restructuring-related charges and amortization expense, are estimated in a range of $0.18 to $0.20 per share.

The company estimates sales for the full year 2013 in a range of $7.085 to $7.135 billion. The company estimates losses on a GAAP basis in a range of ($0.13) to ($0.09) per share. Adjusted earnings, excluding goodwill and intangible asset impairment charges, acquisition-, restructuring-, and litigation-related charges, divestiture-related net credits, debt extinguishment expense and amortization expense; are estimated in a range of $0.69 to $0.71 per share.

Conference Call Information

Boston Scientific management will be discussing these results with analysts on a conference call today at 8:00 a.m. (ET). The company will webcast the call to interested parties through its website: www.bostonscientific.com. Please see the website for details on how to access the webcast. The webcast will be available for approximately one year on the Boston Scientific website.

About Boston Scientific
Boston Scientific transforms lives through innovative medical solutions that improve the health of patients around the world.  As a global medical technology leader for more than 30 years, we advance science for life by providing a broad range of high performance solutions that address unmet patient needs and reduce the cost of healthcare. For more information, visit www.bostonscientific.com and connect on Twitter and Facebook.

Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Forward-looking statements may be identified by words like "anticipate," "expect," "project," "believe," "plan," "estimate," "intend" and similar words.  These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future





events or performance.  These forward-looking statements include, among other things, statements regarding our expected net sales, GAAP earnings and adjusted earnings for the fourth quarter and full year 2013; our financial performance; our business plans and evolving business model; our positioning for revenue and earnings per share growth; our cost-savings and growth initiatives; and our restructuring program activities and expected impact.  If our underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements.  These risks and uncertainties, in some cases, have affected and in the future could affect our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the statements expressed in this press release.  As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements.

Risks and uncertainties that may cause such differences include, among other things: future economic, political, competitive, reimbursement and regulatory conditions; new product introductions and the market acceptance of those products; markets for our products; expected pricing environment; expected procedural volumes; clinical trial results; demographic trends; intellectual property rights; litigation; financial market conditions; the execution and effect of our restructuring program; the execution and effect of our business strategy, including our cost-savings and growth initiatives; and future business decisions made by us and our competitors. New risks and uncertainties may arise from time to time and are difficult to predict. All of these factors are difficult or impossible to predict accurately and many of them are beyond our control.  For a further list and description of these and other important risks and uncertainties that may affect our future operations, see Part I, Item IA - Risk Factors in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we may update in Part II, Item 1A - Risk Factors in Quarterly Reports on Form 10-Q we have filed or will file hereafter.  We disclaim any intention or obligation to publicly update or revise any forward-looking statement to reflect any change in our expectations or in events, conditions, or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements.  This cautionary statement is applicable to all forward-looking statements contained in this press release.

Use of Non-GAAP Financial Information
A reconciliation of the company's non-GAAP financial measures to the corresponding GAAP measures, and an explanation of the company's use of these non-GAAP financial measures, is included in the exhibits attached to this news release.




 
CONTACT:
Denise Kaigler
 
508-650-8330 (office)
 
Corporate Affairs & Communications

 
Boston Scientific Corporation
 
media@bsci.com

 
 
Peter Lucht
 
508-650-8796 (office)

 
Global Media Relations
 
Boston Scientific Corporation
 
media@bsci.com


 
Michael Campbell
 
508-650-8023 (office)
 
Investor Relations
 
Boston Scientific Corporation
 
investor_relations@bsci.com








BOSTON SCIENTIFIC CORPORATION
CONDENSED CONSOLIDATED GAAP RESULTS OF OPERATIONS
(Unaudited)

 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
in millions, except per share data
2013
2012
 
2013
2012
 
 
 
 
 
 
 
Net sales
$
1,735

$
1,735

 
$
5,305

$
5,428

Cost of products sold
510

558

 
1,618

1,767

Gross profit
1,225

1,177

 
3,687

3,661

 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
Selling, general and administrative expenses
658

589

 
1,950

1,895

 
Research and development expenses
217

220

 
644

648

 
Royalty expense
28

29

 
115

125

 
Amortization expense
101

99

 
305

294

 
Goodwill impairment charge

748

 
423

4,350

 
Intangible asset impairment charges

13

 
53

142

 
Contingent consideration expense (benefit)
23

(20
)
 
(18
)
(9
)
 
Restructuring charges
19

54

 
55

93

 
Gain on divestiture

(11
)
 
(40
)
(11
)
 
Litigation-related charges
76

50

 
206

119

 
 
1,122

1,771

 
3,693

7,646

Operating income (loss)
103

(594
)
 
(6
)
(3,985
)
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
 
Interest expense
(137
)
(65
)
 
(266
)
(197
)
 
Other, net
(6
)
(4
)
 
(10
)
23

Income (loss) before income taxes
(40
)
(663
)
 
(282
)
(4,159
)
 
Income tax expense (benefit)
(35
)
1

 
(53
)
(30
)
Net income (loss)
$
(5
)
$
(664
)
 
$
(229
)
$
(4,129
)
 
 
 
 
 
 
 
Net income (loss) per common share - basic
$
(0.00
)
$
(0.48
)
 
$
(0.17
)
$
(2.91
)
Net income (loss) per common share - assuming dilution
$
(0.00
)
$
(0.48
)
 
$
(0.17
)
$
(2.91
)
 
 
 
 
 
 
 
Weighted-average shares outstanding
 
 
 
 
 
Basic
1,340.3

1,392.5

 
1,345.2

1,420.3

Assuming dilution
1,340.3

1,392.5

 
1,345.2

1,420.3








BOSTON SCIENTIFIC CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
 
 
 
As of
 
 
 
September 30,
 
December 31,
in millions, except share data
2013
 
2012
 
 
 
(Unaudited)
 
 
ASSETS
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
$
571

 
$
207

 
Trade accounts receivable, net
1,238

 
1,217

 
Inventories
895

 
884

 
Deferred income taxes
536

 
433

 
Prepaid expenses and other current assets
285

 
281

Total current assets
3,525

 
3,022

 
 
 
 
 
 
Property, plant and equipment, net
1,530

 
1,564

Goodwill
5,553

 
5,973

Other intangible assets, net
5,936

 
6,289

Other long-term assets
373

 
306

 
 
 
$
16,917

 
$
17,154

 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
 
Current debt obligations
$
3

 
$
4

 
Accounts payable
238

 
232

 
Accrued expenses
1,346

 
1,284

 
Other current liabilities
315

 
252

Total current liabilities
1,902

 
1,772

 
 
 
 
 
 
Long-term debt
4,246

 
4,252

Deferred income taxes
1,623

 
1,713

Other long-term liabilities
2,583

 
2,547

 
 
 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
 
 
Stockholders' equity
 
 
 
 
Preferred stock, $.01 par value - authorized 50,000,000
 
 
 
 
 
shares, none issued and outstanding
 
 
 
 
Common stock, $.01 par value - authorized 2,000,000,000
 
 
 
 
 
shares - issued 1,557,892,509 shares as of September 30,
 
 
 
 
 
2013 and 1,542,347,188 shares as of December 31, 2012
16

 
15

 
Treasury stock, at cost - 219,056,477 shares as of September 30,
 
 
 
 
 
2013 and 186,635,532 shares as of December 31, 2012
(1,367
)
 
(1,092
)
 
Additional paid-in capital
16,537

 
16,429

 
Accumulated deficit
(8,678
)
 
(8,449
)
 
Accumulated other comprehensive income (loss), net of tax
55

 
(33
)
Total stockholders' equity
6,563

 
6,870

 
 
 
$
16,917

 
$
17,154

 
 
 
 
 
 





BOSTON SCIENTIFIC CORPORATION
NON-GAAP NET INCOME AND NET INCOME PER COMMON SHARE RECONCILIATIONS
(Unaudited)

 
 
Three Months Ended September 30, 2013
 
in millions, except per share data
Pre-Tax
Tax
Impact (a)
After-Tax
Impact per diluted share
 
GAAP net income (loss)
$
(40
)
$
35

$
(5
)
$
(0.00
)
 
Non-GAAP adjustments:
 
 
  
 
 
 
Acquisition-related net charges (credits)
30

(2
)
28

0.02

*
 
Restructuring and restructuring-related net charges (b)
26

(8
)
18

0.01

*
 
Litigation-related net charges
76

(19
)
57

0.04

*
 
Debt extinguishment charges
70

(26
)
44

0.03

*
 
Amortization expense
101

(13
)
88

0.07

*
Adjusted net income
$
263

$
(33
)
$
230

$
0.17

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2012
 
in millions, except per share data
Pre-Tax
Tax
Impact (a)
After-Tax
Impact per diluted share
 
GAAP net income (loss)
$
(663
)
$
(1
)
$
(664
)
$
(0.48
)
 
Non-GAAP adjustments:
 
 
 
  

 
 
Goodwill impairment charge
748


748

0.54

**
 
Intangible asset impairment charges
13

(3
)
10

0.01

**
 
Acquisition-related net charges (credits)
(20
)

(20
)
(0.01
)
**
 
Divestiture-related charges (credits)
(10
)
2

(8
)
(0.01
)
**
 
Restructuring and restructuring-related charges (c )
58

(19
)
39

0.03

**
 
Litigation-related net charges
50

(18
)
32

0.02

**
 
Discrete tax items

1

1

0.00

**
 
Amortization expense
99

(16
)
83

0.06

**
Adjusted net income
$
275

$
(54
)
$
221

$
0.16

 
 
 
 
 
 
 
 
* Assumes dilution of 23.6 million shares for the three months ended September 30, 2013 for all or a portion of these non-GAAP adjustments.
** Assumes dilution of 6.8 million shares for the three months ended September 30, 2012 for all or a portion of these non-GAAP adjustments.
(a) - Amounts are tax effected at the Company's effective tax rate, unless the amount is a significant unusual or infrequently occurring item in accordance with FASB Accounting Standards Codification section 740-270-30, "General Methodology and Use of Estimated Annual Effective Tax Rate."
(b) In the three months ended September 30, 2013, pre-tax restructuring charges were $19 million and pre-tax restructuring-related charges were $7 million recorded in selling, general and administrative expenses.
(c) In the three months ended September 30, 2012, pre-tax restructuring charges were $54 million and pre-tax restructuring-related charges were $4 million, of which $1 million was recorded in cost of products sold and $3 million was recorded in selling, general and administrative expenses.
An explanation of our use of these non-GAAP financial measures is provided at the end of this document.








BOSTON SCIENTIFIC CORPORATION
NON-GAAP NET INCOME AND NET INCOME PER COMMON SHARE RECONCILIATIONS
(Unaudited)

 
 
Nine Months Ended September 30, 2013
 
in millions, except per share data
Pre-Tax
Tax
Impact (a)
After-Tax
Impact per diluted share
 
GAAP net income (loss)
$
(282
)
$
53

$
(229
)
$
(0.17
)
 
Non-GAAP adjustments:
 
 
  
 
 
 
Goodwill impairment charge
423

(2
)
421

0.31

*
 
Intangible asset impairment charges
53

(8
)
45

0.03

*
 
Acquisition-related net charges (credits)
(5
)
(3
)
(8
)
(0.01
)
*
 
Divestiture-related charges (credits)
(37
)
12

(25
)
(0.02
)
*
 
Restructuring and restructuring-related net charges (b)
71

(20
)
51

0.04

*
 
Litigation-related charges
206

(67
)
139

0.10

*
 
Debt extinguishment charges
70

(26
)
44

0.03

*
 
Amortization expense
305

(42
)
263

0.20

*
Adjusted net income
$
804

$
(103
)
$
701

$
0.51

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2012
 
in millions, except per share data
Pre-Tax
Tax
Impact (a)
After-Tax
Impact per diluted share
 
GAAP net income (loss)
$
(4,159
)
$
30

$
(4,129
)
$
(2.91
)
 
Non-GAAP adjustments:
 
 
 
  

 
 
Goodwill impairment charges
4,350

(23
)
4,327

3.05

**
 
Intangible asset impairment charges
142

(23
)
119

0.09

**
 
Acquisition-related net charges (credits)
(41
)
11

(30
)
(0.02
)
**
 
Divestiture-related charges (credits)
(7
)
2

(5
)
(0.00
)
**
 
Restructuring and restructuring-related charges (c )
108

(32
)
76

0.05

**
 
Litigation-related net charges
119

(47
)
72

0.05

**
 
Discrete tax items

1

1

0.00

**
 
Amortization expense
294

(45
)
249

0.17

**
Adjusted net income
$
806

$
(126
)
$
680

$
0.48

 
 
 
 
 
 
 
 
* Assumes dilution of 17.2 million shares for the nine months ended September 30, 2013 for all or a portion of these non-GAAP adjustments.
** Assumes dilution of 7.2 million shares for the nine months ended September 30, 2012 for all or a portion of these non-GAAP adjustments.
(a) - Amounts are tax effected at the Company's effective tax rate, unless the amount is a significant unusual or infrequently occurring item in accordance with FASB Accounting Standards Codification section 740-270-30, "General Methodology and Use of Estimated Annual Effective Tax Rate."
(b) In the nine months ended September 30, 2013, pre-tax restructuring charges were $55 million and pre-tax restructuring-related charges were $16 million recorded in selling, general and administrative expenses.
(c) In the nine months ended September 30, 2012, pre-tax restructuring charges were $93 million and pre-tax restructuring-related charges were $15 million, of which $7 million was recorded in cost of products sold and $8 million was recorded in selling, general and administrative expenses.
An explanation of our use of these non-GAAP financial measures is provided at the end of this document.









BOSTON SCIENTIFIC CORPORATION
SEGMENT INFORMATION
(Unaudited)

 
 
Three Months Ended
 
Nine Months Ended
SEGMENT NET SALES*
September 30,
 
September 30,
in millions
2013
2012**

Change
 
2013
2012**

Change
 
 
 
 
 
 
 
 
 
 
        Interventional Cardiology
$
487

$
496

(2)%
 
$
1,538

$
1,646

(7)%
 
        Peripheral Interventions
202

188

7%
 
601

571

5%
 
Cardiovascular
689

684

1%
 
2,139

2,217

(3)%
 
 
 
 
 
 
 
 
 
 
        Cardiac Rhythm Management
474

467

1%
 
1,445

1,466

(1)%
 
        Electrophysiology
35

35

(1)%
 
106

109

(3)%
 
Rhythm Management
509

502

1%
 
1,551

1,575

(2)%
 
 
 
 
 
 
 
 
 
 
        Endoscopy
331

308

8%
 
979

916

7%
 
        Urology/Women's Health
134

124

8%
 
378

367

3%
 
        Neuromodulation
116

88

32%
 
316

263

20%
 
MedSurg
581

520

12%
 
1,673

1,546

8%
 
 
 
 
 
 
 
 
 
Subtotal Core Businesses
1,779

1,706

4%
 
5,363

5,338

0%
 
 
 
 
 
 
 
 
 
 
Divested Businesses
2

32

(95)%
 
56

91

(38)%
 
Foreign Currency
(46
)
(3
)
N/A
 
(114
)
(1
)
N/A
 
 
 
 
 
 
 
 
 
Worldwide Net Sales
$
1,735

$
1,735

0%
 
$
5,305

$
5,428

(2)%
 
 
 
 
 
 
 
 
 
Growth rates are based on actual, non-rounded amounts and may not recalculate precisely.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SEGMENT OPERATING INCOME*
 
Three Months Ended
 
Nine Months Ended
 
 
 
 
September 30,
 
June 30,
 
in millions
 
2013
2012**
 
2013
2012**
 
 
 
 
 
 
 
 
 
 
Segment operating income
 
 
 
 
 
 
 
 
Cardiovascular
 
$
184

$
175

 
$
548

$
561

 
 
Rhythm Management
 
68

58

 
192

218

 
 
MedSurg
 
187

169

 
521

452

 
Operating income allocated to reportable segments
439

402

 
1,261

1,231

 
 
Corporate expenses and currency exchange
 
(103
)
(58
)
 
(251
)
(214
)
 
 
Goodwill and other intangible asset impairment charges; and acquisition-, divestiture-, restructuring-, and litigation-related charges and credits
(132
)
(839
)
 
(711
)
(4,708
)
 
 
Amortization expense
 
(101
)
(99
)
 
(305
)
(294
)
 
Operating income (loss)
 
$
103

$
(594
)
 
$
(6
)
$
(3,985
)
 
 
 
 
 
 
 
 
 
 
*We measure and evaluate our reportable segments based on segment net sales and operating income, excluding the impact of changes in foreign currency and sales from divested businesses. Sales generated from reportable segments and divested businesses, as well as operating results of reportable segments and corporate expenses, are based on internally-derived standard currency exchange rates, which may differ from year to year, and do not include intersegment profits. We restated segment information for the prior period based on standard currency exchange rates used for the current period in order to remove the impact of foreign currency exchange fluctuations. We exclude from segment operating income certain corporate-related expenses and certain transactions or adjustments that our chief operating decision maker considers to be non-recurring and/or non-operational, such as amounts related to goodwill and other intangible asset impairment charges; acquisition-, divestiture-, restructuring- and litigation-related charges and credits; debt extinguishment charges; and amortization expense. Although we exclude these amounts from segment operating income, they are included in reported consolidated operating income (loss) and are included in the reconciliation above.
** We have restated prior year information to conform to current year presentation.
An explanation of the company's use of these non-GAAP financial measures is provided at the end of this document.






BOSTON SCIENTIFIC CORPORATION
WORLDWIDE CARDIAC RHYTHM MANAGEMENT (CRM) AND CORONARY STENT SYSTEM SALES
(Unaudited)


Three Months Ended September 30
in millions
 
U.S.
 
International
 
Worldwide
 
 
Q3 2013
Q3 2012
 
Q3 2013
Q3 2012
 
Q3 2013
Q3 2012
      Defibrillator systems
 
$
212

$
205

 
$
118

$
122

 
$
330

$
327

      Pacemaker systems
 
70

68

 
64

67

 
134

135

Total CRM products
 
$
282

$
273

 
$
182

$
189

 
$
464

$
462


in millions
 
U.S.
 
International
 
Worldwide
 
 
Q3 2013
Q3 2012
 
Q3 2013
Q3 2012
 
Q3 2013
Q3 2012
      Drug-eluting stent systems
 
$
106

$
123

 
$
156

$
160

 
$
262

$
283

      Bare-metal stent systems
 
5

6

 
10

15

 
15

21

Total Coronary Stent Systems
 
$
111

$
129

 
$
166

$
175

 
$
277

$
304





Nine Months Ended September 30
in millions
 
U.S.
 
International
 
Worldwide
 
 
YTD 2013
YTD 2012
 
YTD 2013
YTD 2012
 
YTD 2013
YTD 2012
      Defibrillator systems
 
$
646

$
655

 
$
376

$
395

 
$
1,022

$
1,050

      Pacemaker systems
 
201

194

 
194

207

 
395

401

Total CRM products
 
$
847

$
849

 
$
570

$
602

 
$
1,417

$
1,451


in millions
 
U.S.
 
International
 
Worldwide
 
 
YTD 2013
YTD 2012
 
YTD 2013
YTD 2012
 
YTD 2013
YTD 2012
      Drug-eluting stent systems
 
$
340

$
439

 
$
501

$
525

 
$
841

$
964

      Bare-metal stent systems
 
14

19

 
35

47

 
49

66

Total Coronary Stent Systems
 
$
354

$
458

 
$
536

$
572

 
$
890

$
1,030








BOSTON SCIENTIFIC CORPORATION
BRIC* NET SALES
(Unaudited)


Q3 2013 Percentage change in BRIC Net Sales as compared to Q3 2012
Change
Estimated
As Reported
Constant
Impact of
Currency
Currency
Foreign
Basis
Basis
Currency
 
 
 
28%
29%
(1)%
 
 
 
*BRIC - Countries comprised of Brazil, Russia, India and China







BOSTON SCIENTIFIC CORPORATION
ESTIMATED NON-GAAP NET INCOME PER COMMON SHARE RECONCILIATIONS
(Unaudited)


Q4 and Full Year 2013 EPS Guidance

 
Q4 2013 Estimate
 
Full Year 2013 Estimate
 
(Low)
(High)
 
(Low)
(High)
GAAP results
$
0.04

$
0.08

 
$
(0.13
)
$
(0.09
)
 
 
 
 
 
 
Goodwill impairment charge


 
0.31

0.31

Intangible asset impairment charges


 
0.03

0.03

Estimated acquisition-related net charges (credits)
0.02

0.02

 
0.01

0.01

Estimated divestiture-related net credits


 
(0.02
)
(0.02
)
Estimated restructuring-related charges
0.05

0.03

 
0.09

0.07

Litigation-related charges


 
0.10

0.10

Debt extinguishment charges


 
0.03

0.03

Estimated amortization expense
0.07

0.07

 
0.27

0.27

 
 
 
 
 
 
Adjusted results
$
0.18

$
0.20

 
$
0.69

$
0.71

 
 
 
 
 
 

An explanation of our use of these non-GAAP financial measures is provided at the end of this document.


Use of Non-GAAP Financial Measures

To supplement our unaudited condensed consolidated financial statements presented on a GAAP basis, we disclose certain non-GAAP financial measures, including adjusted net income and adjusted net income per share that exclude certain amounts, and revenue growth rates that exclude the impact of changes in foreign currency exchange rates. These non-GAAP financial measures are not in accordance with generally accepted accounting principles in the United States.

The GAAP financial measure most directly comparable to adjusted net income is GAAP net income and the GAAP financial measure most directly comparable to adjusted net income per share is GAAP net income per share. To calculate revenue growth rates that exclude the impact of changes in foreign currency exchange rates, we convert actual net sales from local currency to U.S. dollars using constant foreign currency exchange rates in the current and prior period. The GAAP financial measure most directly comparable to this non-GAAP financial measure is growth rate percentages using net sales on a GAAP basis. Reconciliations of each of these non-GAAP financial measures to the corresponding GAAP financial measure are included in the accompanying schedules.

Management uses these supplemental non-GAAP financial measures to evaluate performance period over period, to analyze the underlying trends in our business, to assess our performance relative to our competitors, and to establish operational goals and forecasts that are used in allocating resources. In addition, management uses these non-GAAP financial measures to further its understanding of the performance of our operating segments. The adjustments excluded from our non-GAAP financial measures are consistent with those excluded from our operating segments’ measures of net sales and profit or loss. These adjustments are excluded from the segment measures that are reported to our chief operating decision maker that are used to make operating decisions and assess performance.

We believe that presenting adjusted net income, adjusted net income per share, and revenue growth rates that exclude certain amounts and/or the impact of changes in foreign currency exchange rates, in addition





to the corresponding GAAP financial measures, provides investors greater transparency to the information used by management for its financial and operational decision-making and allows investors to see our results “through the eyes” of management. We further believe that providing this information assists our investors in understanding our operating performance and the methodology used by management to evaluate and measure such performance.

The following is an explanation of each of the adjustments that management excluded as part of these non-GAAP financial measures for the three and nine months ended September 30, 2013 and 2012, and for the forecasted three month period and full year ending December 31, 2013, as well as reasons for excluding each of these individual items:

Adjusted Net Income and Adjusted Net Income per Share:
 
Goodwill and other intangible asset impairment charges - This amount represents (a) a non-cash write-down of our goodwill balance attributable to our global Cardiac Rhythm Management reporting unit in the first quarter of 2013; (b) non-cash write-downs of certain intangible asset balances in the second quarter of 2013; (c) a non-cash write-down of our goodwill balance attributable to our U.S. Cardiac Rhythm Management reporting unit in the third quarter of 2012; (d) a non-cash write-down of our goodwill balance attributable to our Europe, Middle East and Africa (EMEA) reporting unit in the second quarter of 2012; and (e) non-cash write-downs of certain intangible asset balances in the second and third quarters of 2012. We remove the impact of non-cash impairment charges from our operating performance to assist in assessing our cash generated from operations. We believe this is a critical metric for us in measuring our ability to generate cash and invest in our growth. Therefore, these charges are excluded from management's assessment of operating performance and are also excluded for purposes of calculating these non-GAAP financial measures to facilitate an evaluation of our current operating performance and a comparison to our past operating performance, particularly in terms of liquidity.

 
Acquisition-related charges (credits) - These adjustments consist of (a) contingent consideration fair value adjustments, and (b) due diligence, other fees and exit costs. The contingent consideration adjustments represent accounting adjustments to state contingent consideration liabilities at their estimated fair value. These adjustments can be highly variable depending on the assessed likelihood and amount of future contingent consideration payments. Due diligence, other fees and exit costs include legal, tax, severance and other expenses associated with prior acquisitions that are not representative of on-going operations. Accordingly, management excluded these amounts for purposes of calculating these non-GAAP financial measures to facilitate an evaluation of our current operating performance and a comparison to our past operating performance.

 
Divestiture-related expenses (gains) - These amounts represent separation costs or recognized gains associated with the sale of our Neurovascular business in January 2011. Separation costs and gains on the sale represent those associated with the divestiture and are not representative of on-going operations. Accordingly, management excluded these amounts for purposes of calculating these non-GAAP financial measures to facilitate an evaluation of our current operating performance and a comparison to our past operating performance.

 
Restructuring and restructuring-related costs (credits) - These adjustments represent primarily severance and other direct costs associated with our 2011 Restructuring program. These costs are excluded by management in assessing our operating performance, as well as from our operating segments' measures of profit and loss used for making operating decisions and assessing performance. Accordingly, management excluded these costs for purposes of calculating these non-GAAP financial measures to facilitate an evaluation of our current operating performance and a comparison to our past operating performance.






 
Litigation-related net charges - These adjustments include certain significant product liability and other litigation-related charges and credits. These amounts are excluded by management in assessing our operating performance, as well as from our operating segments' measures of profit and loss used for making operating decisions and assessing performance. Accordingly, management excluded these amounts for purposes of calculating these non-GAAP financial measures to facilitate an evaluation of our current operating performance and a comparison to our past operating performance.

 
Discrete tax items - These items represent adjustments of certain tax positions, which were initially established in prior periods as a result of intangible asset impairment charges; acquisition-, divestiture-, restructuring- or litigation-related charges or credits. These adjustments do not reflect expected on-going operating results. Accordingly, management excluded these amounts for purposes of calculating these non-GAAP financial measures to facilitate an evaluation of our current operating performance and a comparison to our past operating performance.

 
Debt extinguishment charges - This item represents premiums, accelerated amortization of debt issuance costs and investor discount costs net of interest rate hedge gains related to the early extinguishment of $1.450 billion of debt during the third quarter of 2013. These adjustments are not expected to recur and do not reflect expected on-going operating results. Accordingly, management excluded these amounts for purposes of calculating these non-GAAP financial measures to facilitate an evaluation of our current operating performance and a comparison to our past operating performance.


 
Amortization expense - Amortization expense is a non-cash expense and does not impact our liquidity or compliance with the covenants included in our credit facility agreement. Management removes the impact of amortization from our operating performance to assist in assessing our cash generated from operations. We believe this is a critical metric for measuring our ability to generate cash and invest in our growth. Therefore, amortization expense is excluded from management's assessment of operating performance and is also excluded from the measures management uses to set employee compensation. Accordingly, management has excluded amortization expense for purposes of calculating these non-GAAP financial measures to facilitate an evaluation of our current operating performance, particularly in terms of liquidity.


Revenue Growth Rates Excluding the Impact of Changes in Foreign Currency Exchange Rates

 
Changes in foreign currency exchange rates - The impact of changes in foreign currency exchange rates is highly variable and difficult to predict. Accordingly, management excludes the impact of changes in foreign currency exchange rates for purposes of reviewing revenue growth rates to facilitate an evaluation of our current operating performance and a comparison to our past operating performance.

Adjusted net income, adjusted net income per share and revenue growth rates that exclude certain amounts and/or the impact of changes in foreign currency exchange rates are not in accordance with U.S. GAAP and should not be considered in isolation from or as a replacement for the most directly comparable GAAP financial measures. Further, other companies may calculate these non-GAAP financial measures differently than we do, which may limit the usefulness of those measures for comparative purposes.