UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 1-11083

BOSTON SCIENTIFIC CORPORATION

(Exact name of registrant as specified in its charter)


Delaware						04-2695240
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

300 Boston Scientific Way, Marlborough, Massachusetts 01752-1234

(Address of Principal Executive Offices) (Zip Code)

508 683-4000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

BSX

New York Stock Exchange

0.625% Senior Notes due 2027

BSX27

New York Stock Exchange

5.50% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share

BSX PR A

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares outstanding of Common Stock, $0.01 par value per share, as of ~~July 30,~~October 29, 2021 was ~~1,423,852,648.~~1,424,992,477.

Table of Contents

TABLE OF CONTENTS

Table of Contents

PART I

FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except per share data)	(in millions, except per share data)	2021		2020		2021		2020		(in millions, except per share data)	2021		2020		2021		2020

Net sales	Net sales	$	3,077	$	2,003	$	5,829	$	4,546	Net sales	$	2,932	$	2,659	$	8,761	$	7,204
Cost of products sold	Cost of products sold	945		791		1,839		1,596		Cost of products sold	900		869		2,739		2,465
Gross profit	Gross profit	2,132		1,212		3,990		2,950		Gross profit	2,032		1,790		6,022		4,740

Operating expenses:	Operating expenses:									Operating expenses:
Selling, general and administrative expenses	Selling, general and administrative expenses	1,121		798		2,139		1,776		Selling, general and administrative expenses	1,066		984		3,206		2,760
Research and development expenses	Research and development expenses	298		242		574		542		Research and development expenses	310		315		884		857
Royalty expense	Royalty expense	12		8		24		20		Royalty expense	14		12		38		32
Amortization expense	Amortization expense	180		197		365		398		Amortization expense	184		197		549		595

Intangible asset impairment charges	Intangible asset impairment charges	45		34		45		233		Intangible asset impairment charges	128		219		173		452
Contingent consideration net expense (benefit)	Contingent consideration net expense (benefit)	(85)		0		(91)		(108)		Contingent consideration net expense (benefit)	(26)		6		(117)		(102)
Restructuring net charges (credits)	Restructuring net charges (credits)	3		3		8		13		Restructuring net charges (credits)	9		3		18		16
Litigation-related net charges (credits)	Litigation-related net charges (credits)	298		0		302		0		Litigation-related net charges (credits)	—		260		302		260
Gain on disposal of business		(2)		0		(9)		0
Gain on disposal of businesses and assets										Gain on disposal of businesses and assets	(40)		—		(48)		—
		1,870		1,283		3,358		2,875			1,645		1,995		5,003		4,870
Operating income (loss)	Operating income (loss)	262		(71)		632		75		Operating income (loss)	387		(205)		1,019		(130)

Other income (expense):	Other income (expense):									Other income (expense):
Interest expense	Interest expense	(86)		(91)		(168)		(179)		Interest expense	(86)		(86)		(254)		(265)
Other, net	Other, net	(26)		(18)		11		(54)		Other, net	181		64		192		9
Income (loss) before income taxes	Income (loss) before income taxes	149		(181)		474		(159)		Income (loss) before income taxes	483		(227)		957		(386)
Income tax expense (benefit)	Income tax expense (benefit)	(37)		(33)		(53)		(22)		Income tax expense (benefit)	64		(72)		10		(94)
Net income (loss)	Net income (loss)	186		(147)		527		(137)		Net income (loss)	419		(155)		946		(292)
Preferred stock dividends	Preferred stock dividends	(14)		(5)		(28)		(5)		Preferred stock dividends	(14)		(14)		(42)		(19)
Net income (loss) available to common stockholders	Net income (loss) available to common stockholders	$	172	$	(153)	$	500	$	(142)	Net income (loss) available to common stockholders	$	405	$	(169)	$	905	$	(311)

Net income (loss) per common share — basic	Net income (loss) per common share — basic	$	0.12	$	(0.11)	$	0.35	$	(0.10)	Net income (loss) per common share — basic	$	0.28	$	(0.12)	$	0.64	$	(0.22)
Net income (loss) per common share — assuming dilution	Net income (loss) per common share — assuming dilution	$	0.12	$	(0.11)	$	0.35	$	(0.10)	Net income (loss) per common share — assuming dilution	$	0.28	$	(0.12)	$	0.63	$	(0.22)

Weighted-average shares outstanding	Weighted-average shares outstanding									Weighted-average shares outstanding
Basic	Basic	1,421.3		1,410.9		1,420.0		1,404.1		Basic	1,423.8		1,430.9		1,421.3		1,413.0
Assuming dilution	Assuming dilution	1,432.5		1,410.9		1,431.7		1,404.1		Assuming dilution	1,435.6		1,430.9		1,433.0		1,413.0

See notes to the unaudited consolidated financial statements. Amounts may not foot due to rounding.

Table of Contents

BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	(in millions)	2021		2020		2021		2020		(in millions)	2021		2020		2021		2020
Net income (loss)	Net income (loss)	$	186	$	(147)	$	527	$	(137)	Net income (loss)	$	419	$	(155)	$	946	$	(292)
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:									Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	Foreign currency translation adjustment	2		(11)		(81)		(187)		Foreign currency translation adjustment	(49)		84		(130)		(104)
Net change in derivative financial instruments	Net change in derivative financial instruments	(18)		(26)		111		48		Net change in derivative financial instruments	50		(64)		161		(15)

Net change in defined benefit pensions and other items	Net change in defined benefit pensions and other items	0		0		1		0		Net change in defined benefit pensions and other items	—		—		1		—
Total other comprehensive income (loss)	Total other comprehensive income (loss)	(16)		(37)		30		(139)		Total other comprehensive income (loss)	1		20		31		(119)
Total comprehensive income (loss)	Total comprehensive income (loss)	$	170	$	(185)	$	558	$	(276)	Total comprehensive income (loss)	$	420	$	(135)	$	978	$	(411)

See notes to the unaudited consolidated financial statements. Amounts may not foot due to rounding.

Table of Contents

BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


		As of					As of
(in millions, except share and per share data)	(in millions, except share and per share data)	June 30, 2021		December 31, 2020		(in millions, except share and per share data)	September 30, 2021		December 31, 2020
		(unaudited)					(unaudited)
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	2,675	$	1,734	Cash and cash equivalents	$	1,947	$	1,734
Trade accounts receivable, net	Trade accounts receivable, net	1,675		1,531		Trade accounts receivable, net	1,669		1,531
Inventories	Inventories	1,430		1,351		Inventories	1,603		1,351
Prepaid income taxes	Prepaid income taxes	202		194		Prepaid income taxes	217		194
Assets held for sale	Assets held for sale	0		1,133		Assets held for sale	—		1,133
Other current assets	Other current assets	777		751		Other current assets	792		751
Total current assets	Total current assets	6,758		6,694		Total current assets	6,229		6,694
Property, plant and equipment, net	Property, plant and equipment, net	2,082		2,084		Property, plant and equipment, net	2,109		2,084
Goodwill	Goodwill	10,874		9,951		Goodwill	11,820		9,951
Other intangible assets, net	Other intangible assets, net	5,788		5,917		Other intangible assets, net	6,227		5,917
Deferred tax assets	Deferred tax assets	4,036		4,210		Deferred tax assets	4,049		4,210
Other long-term assets	Other long-term assets	1,629		1,921		Other long-term assets	1,444		1,921
TOTAL ASSETS	TOTAL ASSETS	$	31,168	$	30,777	TOTAL ASSETS	$	31,877	$	30,777

LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Current debt obligations	Current debt obligations	$	262	$	13	Current debt obligations	$	261	$	13
Accounts payable	Accounts payable	689		513		Accounts payable	674		513
Accrued expenses	Accrued expenses	2,442		2,197		Accrued expenses	2,418		2,197
Other current liabilities	Other current liabilities	680		958		Other current liabilities	669		958
Total current liabilities	Total current liabilities	4,073		3,681		Total current liabilities	4,022		3,681
Long-term debt	Long-term debt	8,847		9,130		Long-term debt	8,824		9,130
Deferred income taxes	Deferred income taxes	115		330		Deferred income taxes	274		330
Other long-term liabilities	Other long-term liabilities	2,190		2,309		Other long-term liabilities	2,296		2,309

Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies	0		0

Stockholders’ equity	Stockholders’ equity					Stockholders’ equity
Preferred stock, $0.01 par value - authorized 50,000,000 shares - issued 10,062,500 shares as of June 30, 2021 and December 31, 2020		0		0
Common stock, $0.01 par value - authorized 2,000,000,000 shares - issued 1,685,006,608 shares as of June 30, 2021 and 1,679,911,918 shares as of December 31, 2020		17		17
Treasury stock, at cost - 263,289,848 shares as of June 30, 2021 and December 31, 2020		(2,251)		(2,251)
Preferred stock, $0.01 par value - authorized 50,000,000 shares - issued 10,062,500 shares as of September 30, 2021 and December 31, 2020						Preferred stock, $0.01 par value - authorized 50,000,000 shares - issued 10,062,500 shares as of September 30, 2021 and December 31, 2020	—		—
Common stock, $0.01 par value - authorized 2,000,000,000 shares - issued 1,688,023,638 shares as of September 30, 2021 and 1,679,911,918 shares as of December 31, 2020						Common stock, $0.01 par value - authorized 2,000,000,000 shares - issued 1,688,023,638 shares as of September 30, 2021 and 1,679,911,918 shares as of December 31, 2020	17		17
Treasury stock, at cost - 263,289,848 shares as of September 30, 2021 and December 31, 2020						Treasury stock, at cost - 263,289,848 shares as of September 30, 2021 and December 31, 2020	(2,251)		(2,251)
Additional paid-in capital	Additional paid-in capital	19,817		19,732		Additional paid-in capital	19,930		19,732
Accumulated deficit	Accumulated deficit	(1,878)		(2,378)		Accumulated deficit	(1,473)		(2,378)
Accumulated other comprehensive income (loss), net of tax	Accumulated other comprehensive income (loss), net of tax	237		207		Accumulated other comprehensive income (loss), net of tax	238		207
Total stockholders’ equity	Total stockholders’ equity	15,942		15,326		Total stockholders’ equity	16,462		15,326
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	31,168	$	30,777	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	31,877	$	30,777

See notes to the unaudited consolidated financial statements. Amounts may not foot due to rounding.

Table of Contents

BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

Preferred Stock Common Stock Treasury Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss), Net of Tax
(in millions, except share data) Shares Issued Par Value Shares Issued Par Value
As of December 31, 2019 0 $ 0 1,642,488,911 $ 16 $ (1,717) $ 17,561 $ (2,253) $ 270
Net income (loss) 11
Cumulative effect adjustment for adoption of ASU 2016-13 (10)
Total other comprehensive income (loss) (101)
Stock-based compensation 4,388,331 28
As of March 31, 2020 0 $ 0 1,646,877,242 $ 16 $ (1,717) $ 17,589 $ (2,252) $ 168
Net income (loss) (147)
Total other comprehensive income (loss) (37)
Preferred stock issuance 10,062,500 0 975
Common stock issuance 29,382,500 0 975
Preferred stock dividends (5)
Stock-based compensation 493,824 50
As of June 30, 2020 10,062,500 $ 0 1,676,753,566 $ 17 $ (1,717) $ 19,590 $ (2,405) $ 131
Net income (loss) (155)
Total other comprehensive income (loss) 20
Preferred stock dividends (14)
Stock-based compensation 2,674,643 97
As of September 30, 2020 10,062,500 $ 0 1,679,428,209 $ 17 $ (1,717) $ 19,687 $ (2,574) $ 151
Net income (loss) 210
Total other comprehensive income (loss) 56
Preferred stock dividends (14)
Repurchase of common stock (535)
Stock-based compensation 483,709 45
As of December 31, 2020 10,062,500 $ 0 1,679,911,918 $ 17 $ (2,251) $ 19,732 $ (2,378) $ 207
Net income (loss) 341
Total other comprehensive income (loss) 47
Preferred stock dividends (14)
Stock-based compensation 3,949,308 19
As of March 31, 2021 10,062,500 $ 0 1,683,861,226 $ 17 $ (2,251) $ 19,750 $ (2,050) $ 254
Net income (loss) 186
Total other comprehensive income (loss) (16)
Preferred stock dividends (14)
Stock-based compensation 1,145,382 66
As of June 30, 2021 10,062,500 0 1,685,006,608 $ 17 $ (2,251) $ 19,817 $ (1,878) $ 237


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except share data)	2021		2020		2021		2020
Preferred stock shares outstanding
Beginning	10,062,500		10,062,500		10,062,500		—
Preferred stock issuance	—		—		—		10,062,500
Ending	10,062,500		10,062,500		10,062,500		10,062,500
Common stock shares outstanding
Beginning	1,685,006,608		1,676,753,566		1,679,911,918		1,642,488,911
Common stock issuance	—		—		—		29,382,500
Stock-based compensation	3,017,030		2,674,643		8,111,720		7,556,798
Ending	1,688,023,638		1,679,428,209		1,688,023,638		1,679,428,209

Preferred stock
Beginning	$	—	$	—	$	—	$	—
Preferred stock issuance	—		—		—		—
Ending	—		$	—	—		$	—
Common stock
Beginning	$	17	$	17	$	17	$	16
Common stock issuance	—		—		—		—
Stock-based compensation	—		—		—		—
Ending	$	17	$	17	$	17	$	17
Treasury Stock
Beginning	$	(2,251)	$	(1,717)	$	(2,251)	$	(1,717)
Repurchase of common stock	—		—		—		—
Ending	$	(2,251)	$	(1,717)	$	(2,251)	$	(1,717)
Additional Paid-In Capital
Beginning	$	19,817	$	19,590	$	19,732	$	17,561
Preferred stock issuance	—		—		—		975
Common stock issuance	—		—		—		975
Stock-based compensation	113		97		199		176
Ending	$	19,930	$	19,687	$	19,930	$	19,687
Accumulated Deficit
Beginning	$	(1,878)	$	(2,405)	$	(2,378)	$	(2,253)
Net income (loss)	419		(155)		946		(292)
Cumulative effect adjustment for adoption of ASU 2016-13	—		—		—		(10)
Preferred stock dividends	(14)		(14)		(42)		(19)
Ending	$	(1,473)	$	(2,574)	$	(1,473)	$	(2,574)
Accumulated Other Comprehensive Income (Loss), Net of Tax
Beginning	$	237	$	131	$	207	$	270
Total other comprehensive income (loss)	1		20		31		(119)
Ending	$	238	$	151	$	238	$	151
Total stockholders' equity	16,462		15,564		16,462		15,564

See notes to the unaudited consolidated financial statements. Amounts may not foot due to rounding.

Table of Contents

BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


		Six Months Ended June 30,					Nine Months Ended September 30,
(in millions)	(in millions)	2021		2020		(in millions)	2021		2020
Net income (loss)	Net income (loss)	$	527	$	(137)	Net income (loss)	$	946	$	(292)
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities	Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities					Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities
Gain on disposal of businesses		(8)		0
Gain on disposal of businesses and assets						Gain on disposal of businesses and assets	(48)		—
Depreciation and amortization	Depreciation and amortization	531		552		Depreciation and amortization	803		834
Deferred and prepaid income taxes	Deferred and prepaid income taxes	(88)		15		Deferred and prepaid income taxes	(49)		(13)
Stock-based compensation expense	Stock-based compensation expense	94		88		Stock-based compensation expense	145		128
Intangible asset impairment charges	Intangible asset impairment charges	45		233		Intangible asset impairment charges	173		452
Net loss (gain) on investments and notes receivable	Net loss (gain) on investments and notes receivable	(22)		34		Net loss (gain) on investments and notes receivable	(208)		(29)
Contingent consideration net expense (benefit)	Contingent consideration net expense (benefit)	(91)		(108)		Contingent consideration net expense (benefit)	(117)		(102)
Inventory step-up amortization	Inventory step-up amortization	8		30		Inventory step-up amortization	15		42
Foreign exchange (gain) loss	Foreign exchange (gain) loss	9		12		Foreign exchange (gain) loss	17		13
Other, net	Other, net	26		35		Other, net	32		46
Increase (decrease) in operating assets and liabilities, excluding purchase accounting:	Increase (decrease) in operating assets and liabilities, excluding purchase accounting:					Increase (decrease) in operating assets and liabilities, excluding purchase accounting:
Trade accounts receivable	Trade accounts receivable	(145)		365		Trade accounts receivable	(131)		242
Inventories	Inventories	(100)		(36)		Inventories	(315)		(1)
Other assets	Other assets	(200)		(179)		Other assets	(145)		(119)
Accounts payable and accrued expenses		187		(531)
Other liabilities		153		(181)
Accounts payable, accrued expenses and other liabilities						Accounts payable, accrued expenses and other liabilities	275		(364)

Cash provided by (used for) operating activities	Cash provided by (used for) operating activities	927		192		Cash provided by (used for) operating activities	1,392		835

Purchases of property, plant and equipment	Purchases of property, plant and equipment	(181)		(168)		Purchases of property, plant and equipment	(288)		(217)
Proceeds from sale of property, plant and equipment	Proceeds from sale of property, plant and equipment	7		4		Proceeds from sale of property, plant and equipment	10		6
Payments for acquisitions of businesses, net of cash acquired	Payments for acquisitions of businesses, net of cash acquired	(706)		(3)		Payments for acquisitions of businesses, net of cash acquired	(2,014)		(3)
Proceeds from royalty rights	Proceeds from royalty rights	43		45		Proceeds from royalty rights	62		66
Payments for investments and acquisitions of certain technologies	Payments for investments and acquisitions of certain technologies	(30)		(29)		Payments for investments and acquisitions of certain technologies	(51)		(130)
Proceeds from sale of investments		122		0
Proceeds from sale of investments and disposition of certain assets						Proceeds from sale of investments and disposition of certain assets	329		—
Proceeds from disposal of businesses	Proceeds from disposal of businesses	801		15		Proceeds from disposal of businesses	801		15
Proceeds from settlements of hedge contracts	Proceeds from settlements of hedge contracts	15		0		Proceeds from settlements of hedge contracts	15		—
Cash provided by (used for) investing activities	Cash provided by (used for) investing activities	71		(135)		Cash provided by (used for) investing activities	(1,136)		(264)

Payment of contingent consideration previously established in purchase accounting	Payment of contingent consideration previously established in purchase accounting	(14)		(38)		Payment of contingent consideration previously established in purchase accounting	(14)		(35)
Payments for royalty rights	Payments for royalty rights	(42)		(52)		Payments for royalty rights	(85)		(97)
Payments on short-term borrowings	Payments on short-term borrowings	0		(2,700)		Payments on short-term borrowings	—		(2,950)
Proceeds from short-term borrowings, net of debt issuance costs	Proceeds from short-term borrowings, net of debt issuance costs	0		2,245		Proceeds from short-term borrowings, net of debt issuance costs	—		2,245
Net increase (decrease) in commercial paper	Net increase (decrease) in commercial paper	0		(714)		Net increase (decrease) in commercial paper	—		(714)
Payments on borrowings from credit facilities	Payments on borrowings from credit facilities	0		(1,919)		Payments on borrowings from credit facilities	—		(1,919)
Proceeds from borrowings on credit facilities	Proceeds from borrowings on credit facilities	0		1,916		Proceeds from borrowings on credit facilities	—		1,916
Payments on long-term borrowings and debt extinguishment costs	Payments on long-term borrowings and debt extinguishment costs	0		(1,000)		Payments on long-term borrowings and debt extinguishment costs	—		(1,000)
Proceeds from long-term borrowings, net of debt issuance costs	Proceeds from long-term borrowings, net of debt issuance costs	0		1,683		Proceeds from long-term borrowings, net of debt issuance costs	—		1,683
Cash dividends paid on preferred stock	Cash dividends paid on preferred stock	(28)		0		Cash dividends paid on preferred stock	(42)		(14)
Net proceeds from issuance of preferred stock in connection with public offering	Net proceeds from issuance of preferred stock in connection with public offering	0		975		Net proceeds from issuance of preferred stock in connection with public offering	—		975
Net proceeds from issuance of common stock in connection with public offering	Net proceeds from issuance of common stock in connection with public offering	0		975		Net proceeds from issuance of common stock in connection with public offering	—		975
Cash used to net share settle employee equity awards	Cash used to net share settle employee equity awards	(47)		(57)		Cash used to net share settle employee equity awards	(48)		(59)
Proceeds from issuances of common stock pursuant to employee stock compensation and purchase plans	Proceeds from issuances of common stock pursuant to employee stock compensation and purchase plans	38		48		Proceeds from issuances of common stock pursuant to employee stock compensation and purchase plans	102		107
Cash provided by (used for) financing activities	Cash provided by (used for) financing activities	(93)		1,361		Cash provided by (used for) financing activities	(87)		1,112

Effect of foreign exchange rates on cash	Effect of foreign exchange rates on cash	(2)		(9)		Effect of foreign exchange rates on cash	(5)		(8)

Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	903		1,409		Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	164		1,675
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	1,995		607		Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	1,995		607
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	2,898	$	2,016	Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	2,159	$	2,282

See notes to the unaudited consolidated financial statements. Amounts may not foot due to rounding.

Table of Contents

BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(SUPPLEMENTAL INFORMATION)


		Six Months Ended June 30,					Nine Months Ended September 30,
(in millions)	(in millions)	2021		2020		(in millions)	2021		2020
Supplemental Information	Supplemental Information					Supplemental Information
Stock-based compensation expense	Stock-based compensation expense	$	94	$	88	Stock-based compensation expense	$	145	$	128
Fair value of contingent consideration recorded in purchase accounting	Fair value of contingent consideration recorded in purchase accounting	221		0		Fair value of contingent consideration recorded in purchase accounting	384		—
Non-cash impact of transferred royalty rights	Non-cash impact of transferred royalty rights	(43)		(45)		Non-cash impact of transferred royalty rights	(62)		(66)


		As of June 30,					As of September 30,
Reconciliation to amounts in the unaudited consolidated balance sheets:	Reconciliation to amounts in the unaudited consolidated balance sheets:	2021		2020		Reconciliation to amounts in the unaudited consolidated balance sheets:	2021		2020
Cash and cash equivalents	Cash and cash equivalents	$	2,675	$	1,724	Cash and cash equivalents	$	1,947	$	2,022
Restricted cash and restricted cash equivalents included in Other current assets	Restricted cash and restricted cash equivalents included in Other current assets	167		245		Restricted cash and restricted cash equivalents included in Other current assets	155		214
Restricted cash equivalents included in Other long-term assets	Restricted cash equivalents included in Other long-term assets	57		46		Restricted cash equivalents included in Other long-term assets	57		46
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	2,898	$	2,016	Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	2,159	$	2,282

See notes to the unaudited consolidated financial statements. Amounts may not foot due to rounding.

Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE A – BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Boston Scientific Corporation have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) and with the instructions to Form 10-Q and Article 10 of Regulation S-X, and they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. When used in this report, the terms, "we," "us," "our," and "the Company" mean Boston Scientific Corporation and its divisions and subsidiaries. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for fair presentation have been included. Operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Accordingly, our unaudited consolidated financial statements and footnotes thereto should be read in conjunction with our audited consolidated financial statements and footnotes thereto included in Item 8 of our most recent Annual Report on Form 10-K.

Amounts reported in millions within this Quarterly Report on Form 10-Q are computed based on the amounts in thousands. As a result, the sum of the components may not equal the total amount reported in millions due to rounding. Certain columns and rows within tables may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying unrounded amounts.

Subsequent Events

We evaluate events occurring after the date of our accompanying unaudited consolidated balance sheet for potential recognition or disclosure in our financial statements. Those items requiring recognition in the financial statements have been recorded and disclosed accordingly. Those items requiring disclosure (non-recognized subsequent events) in the financial statements have been disclosed accordingly. Refer to Note B – Acquisitions, Divestitures and Strategic Investments, Note H – Commitments and Contingencies and Note I – Stockholders' Equity for further details.

NOTE B – ACQUISITIONS, DIVESTITURES AND STRATEGIC INVESTMENTS

Our accompanying unaudited consolidated financial statements include the operating results for acquired entities from the respective dates of acquisition. We completed ~~1 acquisition~~3 acquisitions and 1 divestiture in the first ~~six~~nine months of 2021 and did 0tnot complete any significant acquisitions or divestitures during the first ~~six~~nine months of 2020. We have not presented supplemental pro forma financial information for completed acquisitions or divestitures given their results are not material to our accompanying unaudited consolidated financial statements. Further, transaction costs were immaterial to our accompanying unaudited consolidated financial statements and were expensed as incurred.

~~On March 3,~~In addition, on September 21, 2021, we announced our entry into a definitive agreement to acquire ~~the global surgical business of Lumenis LTD. (Lumenis)~~Devoro Medical, Inc. (Devoro Medical), a privately-held company ~~that develops~~which has developed the WOLF Thrombectomy® Platform, designed to capture and ~~commercializes energy-based medical solutions, for~~extract blood clots in arterial, venous and pulmonary embolism procedures. We have been an investor in Devoro Medical since 2019 and hold an equity stake of approximately 16 percent. The transaction price consists of an upfront cash payment of $320 million, or approximately ~~$1.070 billion subject~~$269 million after adjustments for our current equity ownership, debt, and other closing adjustments; and up to ~~closing adjustments. The global surgical business~~$80 million upon achievement of ~~Lumenis includes innovative laser systems, fibers,~~certain clinical and ~~accessories used~~regulatory milestones, or approximately $67 million after adjustments for ~~urology and otolaryngology procedures.~~current equity ownership. The acquisition is expected to close ~~during~~in the ~~second half~~fourth quarter of 2021, subject to customary closing conditions. Following the closing of the acquisition, we plan to integrate the ~~Lumenis~~Devoro Medical business into our ~~Urology~~Peripheral Interventions division.

Further, on October 6, 2021, we announced our entry into a definitive agreement to acquire Baylis Medical Company Inc. (Baylis Medical), a privately-held company which has developed the radiofrequcncy (RF) NRG™ and ~~Pelvic Health~~VersaCross™ Transseptal Platforms as well as a family of guidewires, sheaths and dilators used to support left heart access, which will expand our electrophysiology and structural heart product portfolios. The transaction consists of an upfront cash payment of $1.75 billion subject to closing adjustments. The acquisition is expected to close during the first quarter of 2022, subject to customary closing conditions. Following the closing of the acquisition, we plan to integrate the Baylis Medical business into our Electrophysiology division.

2021 Acquisitions

On March 1, 2021, we completed the acquisition of Preventice Solutions, Inc. (Preventice), a privately-held company which offers a full portfolio of mobile cardiac health solutions and services, ranging from ambulatory cardiac monitors, to cardiac

Table of Contents

event monitors and mobile cardiac telemetry. The transaction consisted of an upfront cash payment of $925 million and up to an additional $300 million in a potential commercial milestone payment. We have been an investor in Preventice since 2015 and held an equity stake of approximately 22 percent immediately prior to the acquisition date. We remeasured the fair value of our previously-held investment based on the allocation of the purchase price according to priority of equity interests, which resulted in a $195 million gain recognized within Other, net in the first quarter of 2021. The transaction price for the remaining stake consisted of an upfront cash payment of $706 million, net of cash acquired, and up to approximately $230 million in ~~an additional~~ future ~~revenue-based payment.~~milestone payments. The Preventice business is being managed by our Cardiac Rhythm Management division.

~~Table of Contents~~

On August 6, 2021, we completed our acquisition of the remaining shares of Farapulse, Inc. (Farapulse), a privately-held company that has developed a non-thermal ablation system for the treatment of atrial fibrillation (AF) and other cardiac ~~arrhythmias in which we previously held an equity stake of approximately 27 percent.~~arrhythmias. The transaction ~~price consists~~consisted of an upfront cash payment of $450 million, ~~upfront, or approximately $295 million after adjustments for our prior equity stake, debt and other closing adjustments;~~ up to $125 million upon achievement of certain clinical and regulatory milestones ~~or $92 million for the portion not previously owned;~~ and additional revenue-based payments over the next three years. ~~The valuation studies necessary~~We have been an investor in Farapulse since 2014 and held an equity stake of approximately 27 percent immediately prior to ~~determine~~ the ~~fair value of the various purchase price components are currently in process. Once completed, we will remeasure~~acquisition date. We remeasured the fair value of our ~~previously held~~previously-held investment based on the allocation of the purchase price according to priority of equity ~~interest and recognize~~interests which resulted in a $222 million gain ~~of at least $150 million~~recognized within Other, ~~income (expense)~~net during the third quarter of 2021. The transaction price for the remaining stake consisted of an upfront cash payment of $268 million, net of cash acquired, and up to approximately $92 million in future milestone payments. The Farapulse business ~~will be~~is being integrated into our Electrophysiology division.

On September 1, 2021, we completed our acquisition of the global surgical business of Lumenis LTD. (Lumenis), a privately-held company that develops and commercializes energy-based medical solutions, including innovative laser systems, fibers and accessories used for urology and otolaryngology procedures. The transaction consisted of an upfront cash payment of $1.039 billion, net of cash acquired. The Lumenis business is being integrated into our Urology and Pelvic Health division.

Purchase Price Allocation

The preliminary purchase price for the acquisitions completed during the first ~~six~~nine months of 2021 was comprised of the amounts presented below, which represent the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed. The final determination of the fair value of certain assets and liabilities, in particular those associated with our acquisition of Lumenis, will be completed within the measurement period in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805, Business Combinations. Due to the timing of the Lumenis acquisition, efforts to obtain information and complete the valuation studies necessary to determine the fair value of the various purchase price components are still ongoing.


~~(in millions)~~
~~Payment for acquisition, net of cash acquired~~	$	~~706~~
~~Fair value of contingent consideration~~	~~221~~
~~Fair value of prior interest~~	~~269~~
	$	~~1,197~~


(in millions)	Preventice		Lumenis		Farapulse		Total
Payment for acquisition, net of cash acquired	$	706	$	1,039	$	268	$	2,014
Fair value of contingent consideration	221		—		162		384
Fair value of prior interest	269		—		222		491
	$	1,197	$	1,039	$	653	$	2,889

The preliminary purchase price allocation for these acquisitions ~~completed during the first six months of 2021~~ was comprised of the following components:


~~(in millions)~~
~~Goodwill~~	$	~~926~~
~~Amortizable intangible assets~~	~~237~~

~~Other assets acquired~~	65

~~Liabilities assumed~~	~~(32)~~

	$	~~1,197~~


(in millions)	Preventice		Lumenis		Farapulse		Total
Goodwill	$	926	$	582	$	386	$	1,894
Amortizable intangible assets	237		459		267		964
Indefinite-lived intangible assets	—		—		43		43
Other assets acquired	65		115		9		190

Liabilities assumed	(32)		(86)		(10)		(127)
Net deferred tax liabilities	—		(32)		(43)		(74)
	$	1,197	$	1,039	$	653	$	2,889

~~We allocated a portion of the preliminary purchase price for acquisitions completed during the first six months of 2021 to the specific intangible asset categories as follows:~~

Amount Assigned
(in millions)
Weighted Average Amortization Period
(in years)
Risk-Adjusted Discount
Rates used in Purchase Price Allocation
Amortizable intangible assets:
Technology-related $ 215 9 10%
Other intangible assets 22 8 10%
$ 237

Goodwill was primarily established due to synergies expected to be gained from leveraging our existing operations, as well as revenue and cash flow projections associated with future technologies and is not deductible for tax purposes.

Table of Contents

We allocated a portion of the preliminary purchase price to the specific intangible asset categories as follows:


	Amount Assigned (in millions)		Weighted Average Amortization Period (in years)	Risk-Adjusted Discount Rates used in Purchase Price Allocation
Preventice:
Amortizable intangible assets:
Technology-related	$	215	9	10%

Other intangible assets	22		8	10%


	$	237
Lumenis:
Amortizable intangible assets:
Technology-related	$	417	14	11%

Other intangible assets	42		13	11%


	$	459
Farapulse:
Amortizable intangible assets:
Technology-related	$	267	12	16%


Indefinite-lived intangible assets:
In-process research and development (IPR&D)	43		N/A	17%
	$	310

2021 Divestiture

On March 1, 2021, we completed the divestiture of the Specialty Pharmaceuticals business to Stark International Lux S.A.R.L., and SERB SAS, affiliates of SERB, a European specialty pharmaceutical group, for a purchase price of approximately $800

~~Table of Contents~~

million, which was subject to certain adjustments including cash on hand at the closing of the transaction. The agreement included the transfer of 5 facilities and approximately 280 employees globally.

We classified the assets and liabilities of the Specialty Pharmaceuticals business (disposal group) as held for sale within our consolidated balance sheet as of December 31, 2020 at their respective carrying values, which approximated fair value, less costs to sell. Assets within the disposal group are presented within Assets held for sale and liabilities are presented within Other current liabilities within our consolidated balance sheet as of December 31, 2020. Refer to Note C – Assets and Liabilities Held for Sale to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K for additional information. In the ~~second quarter and~~ first ~~six~~nine months of 2021, we recognized a Gain on disposal of ~~business~~businesses and assets associated with the transaction of ~~$2 million and~~ $9 million ~~respectively,~~ within our accompanying unaudited consolidated statements of operations.

Contingent Consideration

Changes in the fair value of our contingent consideration liability during the first ~~six~~nine months of 2021 were as follows:


(in millions)
Balance as of December 31, 2020	$	196
Amount recorded related to current year acquisitions	~~221~~384

Contingent consideration net expense (benefit)	~~(91)~~(117)
Contingent consideration payments	(14)
Balance as of ~~June~~September 30, 2021	$	~~312~~448

As of ~~June~~September 30, 2021, the maximum amount of future contingent consideration (undiscounted) that we could be required to pay associated with our completed acquisitions was ~~$751~~$919 million, which includes amounts related to our recent ~~acquisition~~acquisitions of ~~Preventice.~~

Table of Contents

Preventice and Farapulse. Refer to Note B – Acquisitions and Strategic Investments to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K for additional information. In the second quarter of 2021 we recorded a contingent consideration net benefit of $85 million. The benefit related to certain prior acquisitions for which we reduced the probability of achievement of associated revenue and/or regulatory milestones upon which payment is conditioned.

The recurring Level 3 fair value measurements of our contingent consideration liability that we expect to be required to settle include the following significant unobservable inputs:


Contingent Consideration Liability	Contingent Consideration Liability	Fair Value as of June 30, 2021	Valuation Technique	Unobservable Input	Range				Weighted Average(1)	Contingent Consideration Liability	Fair Value as of September 30, 2021	Valuation Technique	Unobservable Input	Range			Weighted Average(1)
R&D, Regulatory and Commercialization-based Milestones	R&D, Regulatory and Commercialization-based Milestones	td2 million	Discounted Cash Flow	Discount Rate	2%				2%	R&D, Regulatory and Commercialization-based Milestones	td09 million	Discounted Cash Flow	Discount Rate	1%	-	2%	1%
				Probability of Payment	20%				20%				Probability of Payment	20%	-	95%	79%
				Projected Year of Payment	2027				2027				Projected Year of Payment	2023	-	2027	2023
Revenue-based Payments	Revenue-based Payments	td90 million	Discounted Cash Flow	Discount Rate	4	%	-	14%	6%	Revenue-based Payments	$340 million	Discounted Cash Flow	Discount Rate	4%	-	14%	6%
				Probability of Payment	80	%	-	100%	100%				Probability of Payment	100%			100%
				Projected Year of Payment	2021		-	2024	2022				Projected Year of Payment	2021	-	2024	2022

(1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. For projected year of payment, the amount represents the median of the inputs and is not a weighted average.

Projected contingent payment amounts related to research and development (R&D), regulatory and commercialization-based and revenue-based milestones are discounted back to the current period, primarily using a discounted cash flow model. Significant increases or decreases in projected revenues, probabilities of payment, discount rates or the time until payment is made would have resulted in a significantly lower or higher fair value measurement as of ~~June~~September 30, 2021.

~~Table of Contents~~

Strategic Investments

The aggregate carrying amount of our strategic investments was comprised of the following:


		As of					As of
(in millions)	(in millions)	June 30, 2021		December 31, 2020		(in millions)	September 30, 2021		December 31, 2020
Equity method investments	Equity method investments	$	264	$	319	Equity method investments	$	266	$	319
Measurement alternative investments(1)	Measurement alternative investments(1)	175		183		Measurement alternative investments(1)	164		183
Publicly-held equity securities(2)	Publicly-held equity securities(2)	176		414		Publicly-held equity securities(2)	4		414
Notes receivable	Notes receivable	0		2		Notes receivable	—		2
		$	616	$	918		$	434	$	918

(1) Measurement alternative investments are privately-held equity securities without readily determinable fair values that are measured at cost less impairment, if any, adjusted to fair value for any observable price changes in orderly transactions for the identical or a similar investment of the same issuer, recognized in Other, net within our accompanying unaudited consolidated statements of operations.

(2) Publicly-held equity securities are measured at fair value with changes in fair value recognized in Other, net within our accompanying unaudited consolidated statements of operations.

These investments are classified as Other long-term assets within our accompanying unaudited consolidated balance sheets, in accordance with U.S. GAAP and our accounting policies.

In the ~~second~~third quarter and first ~~six~~nine months of 2021, we recorded losses of $8$24 million and ~~$154~~$178 million, respectively, on our investment in Pulmonx Corporation presented in Other, net associated with the ~~partial disposition of our ownership and~~ remeasurement of our ~~remaining~~ investment during the period to fair value based on observable market ~~prices.~~prices, as well as the disposition of our remaining ownership. On March 1, 2021, we completed our acquisition of Preventice, in which we previously held an equity interest of approximately 22 ~~percent. In addition,~~percent and on August 6, 2021, we completed the acquisition of the remaining shares of Farapulse, in which we previously held an equity stake of approximately 27 percent. As of ~~June~~September 30, 2021, the cost of our aggregated equity method investments exceeded our share of the underlying equity in net assets by ~~$314~~$289 million, which represents amortizable intangible assets, in-process research and development (IPR&D), goodwill and deferred tax liabilities.

Table of Contents

NOTE C – GOODWILL AND OTHER INTANGIBLE ASSETS

The gross carrying amount of goodwill and other intangible assets and the related accumulated amortization for intangible assets subject to amortization and accumulated write-offs of goodwill are as follows:


		As of June 30, 2021				As of December 31, 2020					As of September 30, 2021				As of December 31, 2020
(in millions)	(in millions)	Gross Carrying Amount		Accumulated Amortization/ Write-offs(1)		Gross Carrying Amount		Accumulated Amortization/ Write-offs		(in millions)	Gross Carrying Amount		Accumulated Amortization/ Write-offs(1)		Gross Carrying Amount		Accumulated Amortization/ Write-offs
Technology-related	Technology-related	$	11,284	$	(6,475)	$	11,059	$	(6,179)	Technology-related	$	11,787	$	(6,590)	$	11,059	$	(6,179)
Patents	Patents	497		(397)		511		(407)		Patents	497		(399)		511		(407)
Other intangible assets	Other intangible assets	1,826		(1,278)		1,775		(1,220)		Other intangible assets	1,859		(1,301)		1,775		(1,220)
Amortizable intangible assets	Amortizable intangible assets	$	13,607	$	(8,150)	$	13,345	$	(7,806)	Amortizable intangible assets	$	14,143	$	(8,290)	$	13,345	$	(7,806)

Goodwill	Goodwill	$	20,774	$	(9,900)	$	19,924	$	(9,973)	Goodwill	$	21,720	$	(9,900)	$	19,924	$	(9,973)

IPR&D	IPR&D	$	210			$	257			IPR&D	$	254			$	257
Technology-related	Technology-related	120				120				Technology-related	120				120
Indefinite-lived intangible assets	Indefinite-lived intangible assets	$	330			$	377			Indefinite-lived intangible assets	$	374			$	377

(1) In the fourth quarter of 2020, we recorded goodwill impairment charges of $73 million related to the Specialty Pharmaceuticals business and classified the remaining assets and liabilities as held for sale as of December 31, 2020. On March 1, 2021, we completed the divestiture of the Specialty Pharmaceuticals business. The goodwill impairment charges of $73 million related to the Specialty Pharmaceuticals business are no longer presented within accumulated write-offs above as of ~~June~~September 30, 2021.

The increase in our balance of goodwill and intangible assets is primarily related to our ~~acquisition of Preventice~~acquisitions completed in the first ~~quarter~~nine months of 2021.

~~Table of Contents~~

Our technology-related intangible assets consist of technical processes, intellectual property and institutional understanding with respect to products and processes that we intend to leverage in future products or processes and will carry forward from one product generation to the next. We used the multi-period excess earnings method, a form of the income approach, to derive the fair value of the technology-related intangible assets and are amortizing them on a straight-line basis over their assigned estimated useful lives. Our ~~IPR&D~~in-process research and development (IPR&D) represents intangible assets that are used in research and development activities but have not yet reached technological feasibility, regardless of whether they have alternative future use. The primary basis for determining the technological feasibility or completion of these projects is obtaining regulatory approval to market the underlying products in an applicable geographic region.

The following represents our goodwill balance by global reportable segment:


(in millions)	(in millions)	MedSurg		Rhythm and Neuro		Cardiovascular		Total		(in millions)	MedSurg		Rhythm and Neuro		Cardiovascular		Total
As of December 31, 2020	As of December 31, 2020	$	2,059	$	2,194	$	5,697	$	9,951	As of December 31, 2020	$	2,059	$	2,194	$	5,697	$	9,951

Impact of foreign currency fluctuations and other changes in carrying amount	Impact of foreign currency fluctuations and other changes in carrying amount	(2)		0		1		(2)		Impact of foreign currency fluctuations and other changes in carrying amount	(4)		(1)		(15)		(20)
Goodwill acquired	Goodwill acquired	0		926		0		926		Goodwill acquired	578		1,312		—		1,890

As of June 30, 2021		$	2,057	$	3,120	$	5,698	$	10,874
As of September 30, 2021										As of September 30, 2021	$	2,633	$	3,506	$	5,682	$	11,820

Prior to the divestiture on March 1, 2021, we presented the Specialty Pharmaceuticals business as a standalone operating segment alongside our reportable segments.

Table of Contents

Goodwill and Intangible Asset Impairments

We did not record any goodwill impairment charges in the ~~second~~third quarter or first ~~six~~nine months of 2021 or 2020. We test our goodwill balances in the second quarter of each year as of April 1 for impairment, or more frequently if impairment indicators are present or changes in circumstances suggest an impairment may exist. In the second quarter of 2021, we performed our annual goodwill impairment test for all of our reporting units and concluded that the fair value of each reporting unit exceeded its carrying value. There were no impairment indicators in the third quarter of 2021 that necessitated an interim impairment test.

We assess goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a component.

~~In the second quarter of 2021, we performed our annual goodwill impairment test for all of our reporting units using the quantitative approach described in FASB ASC Topic 350,~~ ~~Intangibles - Goodwill and Other (FASB ASC Topic 350).~~ We identified the following reporting units in our 2021 annual goodwill impairment test: Interventional Cardiology, Peripheral Interventions, Cardiac Rhythm Management, Electrophysiology, Endoscopy, Urology and Pelvic Health and Neuromodulation. We aggregated the Cardiac Rhythm Management and Electrophysiology reporting units, components of the Rhythm Management operating segment, based on the criteria prescribed in FASB ASC Topic ~~350. We determined that the fair value of each reporting unit exceeded its carrying value~~350, Intangibles - Goodwill and ~~concluded that goodwill was not impaired or at risk of impairment.~~Other.

We recorded Intangible asset impairment charges of ~~$45~~$128 million in the ~~second~~third quarter ~~and first six months~~ of 2021, ~~$34~~$219 million in the ~~second~~third quarter of 2020, ~~and $233~~$173 million in the first ~~six~~nine months of 2021 and $452 million in the first nine months of 2020. We review intangible assets subject to amortization quarterly to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. We test our indefinite-lived intangible assets at least annually during the third quarter for impairment and reassess their classification as indefinite-lived assets. In addition, we review our indefinite-lived intangible assets for classification and impairment more frequently if impairment indicators exist. ~~During~~In the ~~second~~third quarter of 2021, we ~~determined it was more likely than not that one of~~performed our annual IPR&D impairment test and evaluated our indefinite-lived ~~intangible~~core technology assets ~~was impaired based on our~~using the optional qualitative assessment approach and concluded that the assets were not impaired. We also verified that the classification of ~~impairment indicators. We tested the intangible asset for recoverability~~IPR&D projects and ~~recorded an impairment charge associated with incremental time and cost~~our indefinite-lived core technology assets recognized within our unaudited consolidated balance sheets continues to ~~complete the associated in-process research and development (IPR&D) project.~~be appropriate.

The impairment charges recorded in the ~~first six months~~third quarter of ~~2020~~2021 were primarily associated with amortizable technology-related intangible assets that were initially established following our acquisition of ~~nVision. These~~VENITI, Inc., and in the first nine months of 2021 also included the partial impairment of one of our acquired IPR&D assets. In the third quarter of 2020, impairment charges were primarily associated with IPR&D acquired with Apama Medical, Inc. and in the first nine months of 2020 also included charges primarily associated with amortizable technology-related intangible assets that were initially established following our acquisition of nVision Medical Corporation. Each of these charges were recorded as a result of management’s decision to change commercial launch plans or discontinue certain commercial or R&D programs based on cost to complete or remediate, time to market, overall economic viability or, specific to nVision, our understanding of the clinical evidence necessary to commercialize the technology.

Refer to Note A – Significant Accounting Policies to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K for further discussion of our annual goodwill and intangible asset impairment testing.

1314

Table of Contents

NOTE D – HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENTS

Derivative Instruments and Hedging Activities

We address market risk from changes in foreign currency exchange rates and interest rates through risk management programs which include the use of derivative and nonderivative financial instruments. We operate these programs pursuant to documented corporate risk management policies and do not enter into derivative transactions for speculative purposes. Our derivative instruments do not subject our earnings to material risk, as the gains or losses on these derivatives generally offset losses or gains recognized on the hedged item.

We manage concentration of counterparty credit risk by limiting acceptable counterparties to major financial institutions with investment grade credit ratings, limiting the amount of credit exposure to individual counterparties and by actively monitoring counterparty credit ratings and the amount of individual credit exposure. We also employ master netting arrangements that limit the risk of counterparty non-payment on a particular settlement date to the net gain that would have otherwise been received from the counterparty. Although not completely eliminated, we do not consider the risk of counterparty default to be significant as a result of these protections. Further, none of our derivative instruments are subject to collateral or other security arrangements, nor do they contain provisions that are dependent on our credit ratings from any credit rating agency.

Currency Hedging Instruments

Risk Management Strategy

Our risk from changes in currency exchange rates consists primarily of monetary assets and liabilities, forecasted intercompany and third-party transactions, and net investments in certain subsidiaries. We manage currency exchange rate risk at a consolidated level to reduce the cost of hedging by taking advantage of offsetting transactions. We employ derivative and nonderivative instruments, primarily forward currency contracts, to reduce the risk to our earnings and cash flows associated with changes in currency exchange rates.

The success of our currency risk management program depends, in part, on forecast transactions denominated primarily in Euro, Japanese yen, Chinese renminbi and Australian dollar. We may experience unanticipated currency exchange gains or losses to the extent the actual activity is different than forecast. In addition, changes in currency exchange rates related to any unhedged transactions may impact our earnings and cash flows.

Hedge Designations and Relationships

Certain of our currency derivative instruments are designated as cash flow hedges under FASB ASC Topic 815, Derivatives and Hedging (FASB ASC Topic 815), and are intended to protect the U.S. dollar value of forecasted transactions. The gain or loss on a derivative instrument designated as a cash flow hedge is recorded in the Net change in derivative financial instruments component of Other comprehensive income (loss), net of tax (OCI) within our accompanying unaudited consolidated statements of comprehensive income (loss) until the underlying third-party transaction occurs. When the underlying third-party transaction occurs, we recognize the gain or loss in earnings within Cost of products sold in our accompanying unaudited consolidated statements of operations. In the event the hedging relationship is no longer effective, or if the occurrence of the hedged forecast transaction becomes no longer probable, we reclassify the gains or losses within Accumulated other comprehensive income (loss), net of tax (AOCI) to earnings at that time.

We also designate certain forward currency contracts as net investment hedges to hedge a portion of our net investments in certain of our entities with functional currencies denominated in the Swiss franc, Japanese yen, British pound sterling, South Korean won and Taiwan dollar. For these derivative instruments, we elected to use the spot method to assess hedge effectiveness. We also elected to exclude the spot-forward difference, referred to as the excluded component, from the assessment of hedge effectiveness and are amortizing this amount separately, as calculated at the date of designation, on a straight-line basis over the term of the currency forward contracts. As such, we defer recognition of foreign currency gains and losses within the Foreign currency translation adjustment (CTA) component of OCI, and we reclassify amortization of the excluded component from AOCI to current period earnings within Interest expense in our accompanying unaudited consolidated statements of operations.

We designate certain euro-denominated debt as net investment hedges to hedge a portion of our net investments in certain of our entities with functional currencies denominated in the Euro. As of ~~June~~September 30, 2021 and December 31, 2020, we designated as a net investment hedge a portion of our €900 million in aggregate principal amount of 0.625% senior notes issued in November 2019 and due in 2027. For these nonderivative instruments, we defer recognition of the foreign currency ~~remeasurement gains~~

1415

Table of Contents

remeasurement gains and losses within the CTA component of OCI. We reclassify these gains and losses to current period earnings within Other, net in our accompanying unaudited consolidated statements of operations only when the hedged item affects earnings, which would occur upon disposal or substantial liquidation of the underlying foreign subsidiary.

We also use forward currency contracts that are not part of designated hedging relationships under FASB ASC Topic 815 as a part of our strategy to manage our exposure to currency exchange rate risk related to monetary assets and liabilities and related forecast transactions. These non-designated currency forward contracts have an original time to maturity consistent with the hedged currency transaction exposures, generally less than one year, and are marked-to-market with changes in fair value recorded to earnings within Other, net in our accompanying unaudited consolidated statements of operations.

Interest Rate Hedging Instruments

Risk Management Strategy

Our interest rate risk relates primarily to U.S. dollar borrowings partially offset by U.S. dollar cash investments. We use interest rate derivative instruments to mitigate the risk to our earnings and cash flows associated with exposure to changes in interest rates. Under these agreements, we and the counterparty, at specified intervals, exchange the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. We designate these derivative instruments either as fair value or cash flow hedges in accordance with FASB ASC Topic 815.

Hedge Designations and Relationships

We had 0no interest rate derivative instruments designated as cash flow hedges outstanding as of ~~June~~September 30, 2021 ~~and~~or December 31, 2020. Prior to 2020, we terminated interest rate derivative instruments that were designated as cash flow hedges and are continuing to recognize the amortization of the gains or losses originally recorded within AOCI to earnings as a component of Interest expense over the same period that the hedged item affects earnings, provided the hedge relationship remains effective. If we determine the hedge relationship is no longer effective, or if the occurrence of the hedged forecast transaction becomes no longer probable, we reclassify the amount of gains or losses from AOCI to earnings at that time.

In the event that we designate outstanding interest rate derivative instruments as cash flow hedges, we record the changes in the fair value of the derivatives within OCI until the underlying hedged transaction occurs. The balance of the deferred amounts on our terminated cash flow hedges within AOCI was a ~~$27~~$25 million loss as of ~~June~~September 30, 2021 and a $29 million loss as of December 31, 2020. We recognized immaterial gains and losses in Interest expense relating to the amortization of our terminated cash flow hedges in the current and prior periods.

We had 0no interest rate derivative instruments designated as fair value hedges outstanding as of ~~June~~September 30, 2021 ~~and~~or December 31, 2020. Prior to 2018, we terminated interest rate derivative instruments that were designated as fair value hedges and are continuing to recognize the amortization of the gains or losses originally recorded within Long-term debt in our accompanying unaudited consolidated balance sheets into earnings as a component of Interest expense over the same period that the discount or premium associated with the hedged items affects earnings. In the event that we designate outstanding interest rate derivative instruments as fair value hedges, we record the changes in the fair values of interest rate derivatives designated as fair value hedges and of the underlying hedged debt instruments in Interest expense, which generally offset. The balance of the deferred gains on our terminated fair value hedges within Long-term debt was immaterial as of ~~June~~September 30, 2021 and December 31, 2020. We recognized immaterial gains in Interest expense relating to the amortization of the terminated fair value hedges in the current and prior periods.

1516

Table of Contents

The following table presents the contractual amounts of our hedging instruments outstanding:


(in millions)	(in millions)	FASB ASC Topic 815 Designation	As of				(in millions)	FASB ASC Topic 815 Designation	As of
			June 30, 2021		December 31, 2020				September 30, 2021		December 31, 2020
Forward currency contracts	Forward currency contracts	Cash flow hedge	$	4,725	$	4,531	Forward currency contracts	Cash flow hedge	$	4,344	$	4,531
Forward currency contracts	Forward currency contracts	Net investment hedge	493		1,004		Forward currency contracts	Net investment hedge	493		1,004
Foreign currency-denominated debt(1)	Foreign currency-denominated debt(1)	Net investment hedge	997		868		Foreign currency-denominated debt(1)	Net investment hedge	997		868
Forward currency contracts	Forward currency contracts	Non-designated	5,125		4,946		Forward currency contracts	Non-designated	4,838		4,946

Total Notional Outstanding	Total Notional Outstanding		$	11,340	$	11,349	Total Notional Outstanding		$	10,672	$	11,349

(1) Foreign currency-denominated debt is the portion of the €900 million debt principal designated as a net investment hedge.

The remaining time to maturity as of ~~June~~September 30, 2021 is within 60 months for all forward currency contracts designated as cash flow hedges and generally less than one year for all non-designated forward currency contracts. The forward currency contracts designated as net investment hedges generally mature within the next year. The euro-denominated debt principal designated as a net investment hedge has a contractual maturity of December 1, 2027.

~~Table of Contents~~

The following presents the effect of our derivative and nonderivative instruments designated as cash flow and net investment hedges under FASB ASC Topic 815 in our accompanying unaudited consolidated statements of operations. Refer to Note M – Changes in Other Comprehensive Income for the total amounts relating to derivative and nonderivative instruments presented within our accompanying unaudited consolidated statements of comprehensive income (loss).

Effect of Hedging Relationships on Accumulated Other Comprehensive Income
Amount Recognized in OCI on Hedges
Unaudited Consolidated Statements of Operations(1)
Amount Reclassified from AOCI into Earnings
(in millions) Pre-Tax Gain (Loss) Tax Benefit (Expense) Gain (Loss) Net of Tax Location of Amount Reclassified and Total Amount of Line Item Pre-Tax (Gain) Loss Tax (Benefit) Expense (Gain) Loss Net of Tax
Three Months Ended June 30, 2021
Forward currency contracts
Cash flow hedges $ (15) $ 3 $ (12) Cost of products sold $ 945 $ (10) $ 2 $ (7)
Net investment hedges(2)
(8) 2 (7) Interest expense 86 (3) 1 (3)
Foreign currency-denominated debt
Net investment hedges(3)
(12) 3 (10) Other, net 26 0 0 0
Interest rate derivative contracts
Cash flow hedges 0 0 0 Interest expense 86 1 0 1
Three Months Ended June 30, 2020
Forward currency contracts
Cash flow hedges $ (8) $ 2 $ (6) Cost of products sold $ 791 $ (28) $ 6 $ (21)
Net investment hedges(2)
(5) 1 (4) Interest expense 91 (6) 1 (5)
Foreign currency-denominated debt
Net investment hedges(3)
(22) 5 (17) Other, net 18 0 0 0
Interest rate derivative contracts
Cash flow hedges 0 0 0 Interest Expense 91 1 0 1
Six Months Ended June 30, 2021
Forward currency contracts
Cash flow hedges $ 156 $ (35) $ 121 Cost of products sold $ 1,839 $ (16) $ 4 $ (12)
Net investment hedges (2) 43 (10) 33 Interest expense 168 (9) 2 (7)
Foreign currency-denominated debt
Net investment hedges (3) 35 (8) 27 Other, net (11) 0 0 0
Interest rate derivative contracts
Cash flow hedges 0 0 0 Interest expense 168 3 (1) 2
Six Months Ended June 30, 2020
Forward currency contracts
Cash flow hedges $ 111 $ (25) $ 86 Cost of products sold $ 1,596 $ (51) $ 11 $ (39)
Net investment hedges (2) 17 (25) (8) Interest expense 179 (12) 3 (9)
Foreign currency-denominated debt
Net investment hedges (3) 2 3 5 Other, net 54 0 0 0
Interest rate derivative contracts
Cash flow hedges 0 0 0 Interest expense 179 3 (1) 2


	Effect of Hedging Relationships on Accumulated Other Comprehensive Income
	Amount Recognized in OCI on Hedges						Unaudited Consolidated Statements of Operations(1)			Amount Reclassified from AOCI into Earnings
(in millions)	Pre-Tax Gain (Loss)		Tax Benefit (Expense)		Gain (Loss) Net of Tax		Location of Amount Reclassified and Total Amount of Line Item			Pre-Tax (Gain) Loss		Tax (Benefit) Expense		(Gain) Loss Net of Tax
Three Months Ended September 30, 2021
Forward currency contracts
Cash flow hedges	$	79	$	(18)	$	61	Cost of products sold	$	900	$	(16)	$	3	$	(12)
Net investment hedges(2)	7		(2)		6		Interest expense	86		(2)		—		(2)
Foreign currency-denominated debt
Net investment hedges(3)	25		(6)		20		Other, net	(181)		—		—		—
Interest rate derivative contracts
Cash flow hedges	—		—		—		Interest expense	86		1		—		1


	Effect of Hedging Relationships on Accumulated Other Comprehensive Income
	Amount Recognized in OCI on Hedges						Unaudited Consolidated Statements of Operations(1)			Amount Reclassified from AOCI into Earnings
(in millions)	Pre-Tax Gain (Loss)		Tax Benefit (Expense)		Gain (Loss) Net of Tax		Location of Amount Reclassified and Total Amount of Line Item			Pre-Tax (Gain) Loss		Tax (Benefit) Expense		(Gain) Loss Net of Tax
Three Months Ended September 30, 2020
Forward currency contracts
Cash flow hedges	$	(64)	$	14	$	(50)	Cost of products sold	$	869	$	(20)	$	4	$	(15)
Net investment hedges(2)	(21)		5		(16)		Interest expense	86		(6)		1		(5)
Foreign currency-denominated debt
Net investment hedges(3)	(46)		10		(36)		Other, net	(64)		—		—		—
Interest rate derivative contracts
Cash flow hedges	—		—		—		Interest Expense	86		1		—		1


	Effect of Hedging Relationships on Accumulated Other Comprehensive Income
	Amount Recognized in OCI on Hedges						Unaudited Consolidated Statements of Operations(1)			Amount Reclassified from AOCI into Earnings
(in millions)	Pre-Tax Gain (Loss)		Tax Benefit (Expense)		Gain (Loss) Net of Tax		Location of Amount Reclassified and Total Amount of Line Item			Pre-Tax (Gain) Loss		Tax (Benefit) Expense		(Gain) Loss Net of Tax
Nine Months Ended September 30, 2021
Forward currency contracts
Cash flow hedges	$	234	$	(53)	$	182	Cost of products sold	$	2,739	$	(31)	$	7	$	(24)
Net investment hedges (2)	50		(11)		39		Interest expense	254		(11)		3		(9)
Foreign currency-denominated debt
Net investment hedges (3)	60		(14)		47		Other, net	(192)		—		—		—
Interest rate derivative contracts
Cash flow hedges	—		—		—		Interest expense	254		4		(1)		3


	Effect of Hedging Relationships on Accumulated Other Comprehensive Income
	Amount Recognized in OCI on Hedges						Unaudited Consolidated Statements of Operations(1)			Amount Reclassified from AOCI into Earnings
(in millions)	Pre-Tax Gain (Loss)		Tax Benefit (Expense)		Gain (Loss) Net of Tax		Location of Amount Reclassified and Total Amount of Line Item			Pre-Tax (Gain) Loss		Tax (Benefit) Expense		(Gain) Loss Net of Tax
Nine Months Ended September 30, 2020
Forward currency contracts
Cash flow hedges	$	47	$	(11)	$	36	Cost of products sold	$	2,465	$	(70)	$	16	$	(55)
Net investment hedges (2)	(4)		(21)		(25)		Interest expense	265		(18)		4		(14)
Foreign currency-denominated debt
Net investment hedges (3)	(44)		13		(31)		Other, net	(9)		—		—		—
Interest rate derivative contracts
Cash flow hedges	—		—		—		Interest expense	265		4		(1)		3

(1) In all periods presented in the table above, the pre-tax (gain) loss amounts reclassified from AOCI to earnings represent the effect of the hedging relationships on earnings. All other amounts included in earnings related to hedging relationships were immaterial.

(2) For our outstanding forward currency contracts designated as net investment hedges, the net gain or loss reclassified from AOCI to earnings as a reduction of Interest expense represents the straight-line amortization of the excluded component as calculated at the date of designation. This initial value of the excluded component has been excluded from the assessment of effectiveness in accordance with FASB ASC Topic 815. In the current and prior period, we did not recognize any gains or losses on the components included in the assessment of hedge effectiveness in earnings.

(3) For our outstanding euro-denominated debt principal designated as a net investment hedge, the change in fair value attributable to changes in the spot rate is recorded in the CTA component of OCI. ~~NaN~~No amounts were reclassified from AOCI to current period earnings.

~~Table of Contents~~

As of ~~June~~September 30, 2021, pre-tax net gains or losses for our derivative instruments designated, or previously designated, as cash flow and net investment hedges under FASB ASC Topic 815 that may be reclassified from AOCI to earnings within the next twelve months are presented below (in millions):

Designated Hedging Instrument

FASB ASC Topic 815 Designation

Location on Unaudited Consolidated Statements of Operations

Amount of Pre-Tax Gain (Loss) that may be Reclassified to Earnings

Forward currency contracts

Cash flow hedge

Cost of products sold

75108

Forward currency contracts

Net investment hedge

Interest expense

Interest rate derivative contracts

Cash flow hedge

Interest expense

(5)

Table of Contents

Net gains and losses on currency hedge contracts not designated as hedging instruments offset by net gains and losses from currency transaction exposures are presented below:


		Location on Unaudited Consolidated Statements of Operations		Three Months Ended June 30,								Six Months Ended June 30,									Location on Unaudited Consolidated Statements of Operations		Three Months Ended September 30,								Nine Months Ended September 30,
(in millions)	(in millions)		2021			2020				2021				2020		(in millions)						2021			2020				2021				2020
Net gain (loss) on currency hedge contracts	Net gain (loss) on currency hedge contracts		Other, net			$	(1)			$	6			$	(2)			$	(9)	Net gain (loss) on currency hedge contracts		Other, net			$	(15)			$	29			$	(17)			$	20
Net gain (loss) on currency transaction exposures	Net gain (loss) on currency transaction exposures	Other, net		(5)				(11)				(6)				(3)		Net gain (loss) on currency transaction exposures			Other, net		7				(30)				1				(33)
Net currency exchange gain (loss)	Net currency exchange gain (loss)			$	(7)			$	(5)			$	(9)			$	(12)	Net currency exchange gain (loss)					$	(8)			$	(1)			$	(17)			$	(13)

Fair Value Measurements

FASB ASC Topic 815 requires all derivative and nonderivative instruments to be recognized at their fair values as either assets or liabilities on the balance sheet. We determine the fair value of our derivative and nonderivative instruments using the framework prescribed by FASB ASC Topic 820, Fair Value Measurements and Disclosures (FASB ASC Topic 820) and considering the estimated amount we would receive or pay to transfer these instruments at the reporting date with respect to current currency exchange rates, interest rates, the creditworthiness of the counterparty for unrealized gain positions and our own creditworthiness for unrealized loss positions. In certain instances, we may utilize financial models to measure fair value of our derivative and nonderivative instruments. In doing so, we use inputs that include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, other

~~Table of Contents~~

observable inputs for the asset or liability and inputs derived principally from, or corroborated by, observable market data by correlation or other means. The following are the balances of our derivative and nonderivative assets and liabilities:


		Location on Unaudited Consolidated Balance Sheets(1)		As of							Location on Unaudited Consolidated Balance Sheets(1)		As of
(in millions)	(in millions)		June 30, 2021			December 31, 2020	(in millions)					September 30, 2021			December 31, 2020
Derivative and Nonderivative Assets:	Derivative and Nonderivative Assets:									Derivative and Nonderivative Assets:
Designated Hedging Instruments	Designated Hedging Instruments								Designated Hedging Instruments
Forward currency contracts	Forward currency contracts	Other current assets		$	128		$	53	Forward currency contracts		Other current assets		$	152		$	53
Forward currency contracts	Forward currency contracts	Other long-term assets		156			109		Forward currency contracts		Other long-term assets		176			109
				284			162						328			162
Non-Designated Hedging Instruments	Non-Designated Hedging Instruments								Non-Designated Hedging Instruments
Forward currency contracts	Forward currency contracts	Other current assets		38			79		Forward currency contracts		Other current assets		41			79

Total Derivative and Nonderivative Assets	Total Derivative and Nonderivative Assets			$	322		$	242	Total Derivative and Nonderivative Assets				$	369		$	242

Derivative and Nonderivative Liabilities:	Derivative and Nonderivative Liabilities:								Derivative and Nonderivative Liabilities:
Designated Hedging Instruments	Designated Hedging Instruments								Designated Hedging Instruments
Forward currency contracts	Forward currency contracts	Other current liabilities		$	37		$	44	Forward currency contracts		Other current liabilities		$	24		$	44
Forward currency contracts	Forward currency contracts	Other long-term liabilities		16			54		Forward currency contracts		Other long-term liabilities		5			54
Foreign currency-denominated debt(2)	Foreign currency-denominated debt(2)	Other long-term liabilities		1,058			1,094		Foreign currency-denominated debt(2)		Other long-term liabilities		1,033			1,094

				1,111			1,191						1,063			1,191
Non-Designated Hedging Instruments	Non-Designated Hedging Instruments								Non-Designated Hedging Instruments
Forward currency contracts	Forward currency contracts	Other current liabilities		51			71		Forward currency contracts		Other current liabilities		57			71
Total Derivative and Nonderivative Liabilities	Total Derivative and Nonderivative Liabilities			$	1,163		$	1,262	Total Derivative and Nonderivative Liabilities				$	1,120		$	1,262

(1) We classify derivative and nonderivative assets and liabilities as current when the settlement date of the contract is one year or less.

(2) Foreign currency-denominated debt is the portion of the €900 million debt principal designated as a net investment hedge. A portion of this notional is subject to de-designation and re-designation based on changes in the underlying hedged item.

Table of Contents

Recurring Fair Value Measurements

On a recurring basis, we measure certain financial assets and financial liabilities at fair value based upon quoted market prices. Where quoted market prices or other observable inputs are not available, we apply valuation techniques to estimate fair value. FASB ASC Topic 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The category of a financial asset or a financial liability within the valuation hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy are defined as follows:

•Level 1 – Inputs to the valuation methodology are quoted market prices for identical assets or liabilities.

•Level 2 – Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs.

•Level 3 – Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk.

~~Table of Contents~~

Assets and liabilities measured at fair value on a recurring basis consist of the following:


		As of																	As of
		June 30, 2021								December 31, 2020									September 30, 2021								December 31, 2020
(in millions)	(in millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total		(in millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets	Assets																	Assets
Money market funds and time deposits	Money market funds and time deposits	$	2,379	$	0	$	0	$	2,379	$	1,584	$	0	$	0	$	1,584	Money market funds and time deposits	$	1,537	$	—	$	—	$	1,537	$	1,584	$	—	$	—	$	1,584
Publicly-held equity securities	Publicly-held equity securities	176		0		0		176		414		0		0		414		Publicly-held equity securities	4		—		—		4		414		—		—		414
Hedging instruments	Hedging instruments	0		322		0		322		0		242		0		242		Hedging instruments	—		369		—		369		—		242		—		242
Licensing arrangements	Licensing arrangements	0		0		311		311		0		0		365		365		Licensing arrangements	—		—		280		280		—		—		365		365
		$	2,556	$	322	$	311	$	3,189	$	1,998	$	242	$	365	$	2,605		$	1,541	$	369	$	280	$	2,190	$	1,998	$	242	$	365	$	2,605
Liabilities	Liabilities																	Liabilities
Hedging instruments	Hedging instruments	$	0	$	1,163	$	0	$	1,163	$	0	$	1,262	$	0	$	1,262	Hedging instruments	$	—	$	1,120	$	—	$	1,120	$	—	$	1,262	$	—	$	1,262
Contingent consideration liability	Contingent consideration liability	0		0		312		312		0		0		196		196		Contingent consideration liability	—		—		448		448		—		—		196		196
Licensing arrangements	Licensing arrangements	0		0		350		350		0		0		407		407		Licensing arrangements	—		—		297		297		—		—		407		407
		$	0	$	1,163	$	662	$	1,825	$	0	$	1,262	$	603	$	1,865		$	—	$	1,120	$	745	$	1,865	$	—	$	1,262	$	603	$	1,865

Our investments in money market funds and time deposits are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. These investments are classified as Cash and cash equivalents within our accompanying unaudited consolidated balance sheets, in accordance with U.S. GAAP and our accounting policies. In addition to ~~$2.379~~$1.537 billion invested in money market funds and time deposits as of ~~June~~September 30, 2021 and $1.584 billion as of December 31, 2020, we held ~~$296~~$410 million in interest-bearing and non-interest-bearing bank accounts as of ~~June~~September 30, 2021 and $150 million as of December 31, 2020.

Our recurring fair value measurements using Level 3 inputs include those related to our contingent consideration liability. Refer to Note B – Acquisitions, Divestitures and Strategic Investments for a discussion of the changes in the fair value of our contingent consideration liability. In addition, our recurring fair value measurements using Level 3 inputs related to our licensing arrangements, including the contractual right to receive future royalty payments related to the Zytiga™ Drug. We recognized a financial asset and associated liability for our licensing arrangements at fair value in our accompanying unaudited consolidated balance sheets using the fair value option in accordance with FASB ASC Topic 825, Financial Instruments.

Table of Contents

We own the contractual right to receive 50 percent of the future royalty payments from the licensee and remit such payments to the inventors associated with the intellectual property. Royalty payments we receive reduce the fair value of the financial asset and are presented within Proceeds from royalty rights, and payments we remit to inventors reduce the fair value of the financial liability and are presented within Payments for royalty rights within our unaudited consolidated statements of cash flows. We sold our right to receive and retain the other 50 percent of the future royalty payments in 2019 for an upfront cash payment, which we accounted for as a secured borrowing in accordance with FASB ASC Topic 860, Transfers and Servicing. Although we sold these rights, we continue to recognize at fair value the future royalty payments as a financial asset and associated liability. Royalty payments associated with the rights we sold no longer impact our cash flows, and we present this activity as Non-cash impact of transferred royalty rights in the supplemental information to our unaudited consolidated statements of cash flows. We reduce the fair value of the financial asset and associated liability when such non-cash activity occurs.

We have recorded the fair value of the financial asset and associated liability using a discounted cash flow approach considering the probability-weighted expected future cash flows to be generated by the royalty stream. The fair value of the financial liability also considers the related contractual provisions that govern our payment obligations. Significant increases or decreases in projected cash flows of the royalty stream and the related contractual provisions that govern our payment obligations, discount rates or the time until payment is made would have resulted in a significantly lower or higher fair value measurement of the licensing arrangements' financial asset and liability as of ~~June~~September 30, 2021. However, increases or decreases in the financial asset would be offset by increases or decreases in the financial liability, other than for timing of receipt and remittance; as such our earnings are not subject to material gains and losses from the licensing arrangement.

The recurring Level 3 fair value measurements of our licensing arrangements recognized in our accompanying unaudited consolidated balance sheets as of ~~June~~September 30, 2021 include the following significant unobservable inputs:

~~Table of Contents~~


Licensing Arrangements	Licensing Arrangements	Fair Value as of June 30, 2021	Valuation Technique	Unobservable Input	Range				Weighted Average (1)	Licensing Arrangements	Fair Value as of September 30, 2021		Valuation Technique		Unobservable Input		Range						Weighted Average (1)
Financial Asset	Financial Asset	$311 million	Discounted Cash Flow	Discount Rate	15%				15%	Financial Asset	td80 million		Discounted Cash Flow		Discount Rate		15%						15%

				Projected Year of Payment	2021		-	2025	2023						Projected Year of Payment		2021		-		2025		2023
Financial Liability	Financial Liability	$350 million	Discounted Cash Flow	Discount Rate	12	%	-	15%	13%						Financial Liability	td97 million		Discounted Cash Flow		Discount Rate		12		%	-	15%	13%

				Projected Year of Payment	2021		-	2026	2023	Projected Year of Payment		2021		-						2026		2023

(1) Unobservable inputs relate to a single financial asset and liability. As such, unobservable inputs were not weighted by the relative fair value of the instruments. For projected year of payment, the amount represents the median of the inputs and is not a weighted average.

Changes in the fair value of our licensing arrangements' financial asset were as follows:


(in millions)
Balance as of December 31, 2020	$	365

Proceeds from royalty rights	~~(43)~~(62)

Non-cash impact of transferred royalty rights	~~(43)~~(62)
Fair value adjustment (expense) benefit	3140
Balance as of ~~June~~September 30, 2021	$	~~311~~280

Changes in the fair value of our licensing arrangements' financial liability were as follows:


(in millions)
Balance as of December 31, 2020	$	407

Payments for royalty rights	~~(42)~~(85)


Non-cash impact of transferred royalty rights	~~(43)~~(62)
Fair value adjustment expense (benefit)	2837
Balance as of ~~June~~September 30, 2021	$	~~350~~297

Table of Contents

Non-Recurring Fair Value Measurements

We hold certain assets and liabilities that are measured at fair value on a non-recurring basis in periods after initial recognition. The fair value of a measurement alternative investment is not estimated if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment. Refer to Note B – Acquisitions, Divestitures and Strategic Investments for a discussion of our strategic investments and Note C – Goodwill and Other Intangible Assets for a discussion of the fair values of our intangible assets including goodwill.

The fair value of our outstanding debt obligations was ~~$10.431~~$10.372 billion as of ~~June~~September 30, 2021, including ~~$1.085~~$1.056 billion relating to our euro-denominated December 2027 Notes, and $10.774 billion as of December 31, 2020, including $1.118 billion relating to our euro-denominated December 2027 Notes. We determined fair value by using quoted market prices for our publicly registered senior notes, classified as Level 1 within the fair value hierarchy, and face value for commercial paper, term loans and credit facility borrowings outstanding. Refer to Note E – Contractual Obligations and Commitments for a discussion of our debt obligations.

~~Table of Contents~~

NOTE E – CONTRACTUAL OBLIGATIONS AND COMMITMENTS

Borrowings and Credit Arrangements

We had total debt outstanding of ~~$9.109~~$9.085 billion as of ~~June~~September 30, 2021 and $9.143 billion as of December 31, 2020, with current maturities of ~~$262~~$261 million as of ~~June~~September 30, 2021 and $13 million as of December 31, 2020. The debt maturity schedule for our long-term debt obligations is presented below:


(in millions, except interest rates)	(in millions, except interest rates)	Issuance Date	Maturity Date	As of				Coupon Rate(1)	(in millions, except interest rates)	Issuance Date	Maturity Date	As of				Coupon Rate(1)
				June 30, 2021		December 31, 2020						September 30, 2021		December 31, 2020
May 2022 Notes(3)	May 2022 Notes(3)	May 2015	May 2022	$	0	$	250	3.375%	May 2022 Notes(3)	May 2015	May 2022	$	—	$	250	3.375%
October 2023 Notes	October 2023 Notes	August 2013	October 2023	244		244		4.125%	October 2023 Notes	August 2013	October 2023	244		244		4.125%
March 2024 Notes	March 2024 Notes	February 2019	March 2024	850		850		3.450%	March 2024 Notes	February 2019	March 2024	850		850		3.450%
May 2025 Notes	May 2025 Notes	May 2015	May 2025	523		523		3.850%	May 2025 Notes	May 2015	May 2025	523		523		3.850%
June 2025 Notes	June 2025 Notes	May 2020	June 2025	500		500		1.900%	June 2025 Notes	May 2020	June 2025	500		500		1.900%
March 2026 Notes	March 2026 Notes	February 2019	March 2026	850		850		3.750%	March 2026 Notes	February 2019	March 2026	850		850		3.750%
December 2027 Notes	December 2027 Notes	November 2019	December 2027	1,068		1,105		0.625%	December 2027 Notes	November 2019	December 2027	1,043		1,105		0.625%
March 2028 Notes	March 2028 Notes	February 2018	March 2028	434		434		4.000%	March 2028 Notes	February 2018	March 2028	434		434		4.000%
March 2029 Notes	March 2029 Notes	February 2019	March 2029	850		850		4.000%	March 2029 Notes	February 2019	March 2029	850		850		4.000%
June 2030 Notes	June 2030 Notes	May 2020	June 2030	1,200		1,200		2.650%	June 2030 Notes	May 2020	June 2030	1,200		1,200		2.650%
November 2035 Notes(2)	November 2035 Notes(2)	November 2005	November 2035	350		350		7.000%	November 2035 Notes(2)	November 2005	November 2035	350		350		7.000%
March 2039 Notes	March 2039 Notes	February 2019	March 2039	750		750		4.550%	March 2039 Notes	February 2019	March 2039	750		750		4.550%
January 2040 Notes	January 2040 Notes	December 2009	January 2040	300		300		7.375%	January 2040 Notes	December 2009	January 2040	300		300		7.375%
March 2049 Notes	March 2049 Notes	February 2019	March 2049	1,000		1,000		4.700%	March 2049 Notes	February 2019	March 2049	1,000		1,000		4.700%
Unamortized Debt Issuance Discount and Deferred Financing Costs	Unamortized Debt Issuance Discount and Deferred Financing Costs		2022 - 2049	(82)		(88)			Unamortized Debt Issuance Discount and Deferred Financing Costs		2022 - 2049	(79)		(88)
Unamortized Gain on Fair Value Hedges	Unamortized Gain on Fair Value Hedges		2023	4		5			Unamortized Gain on Fair Value Hedges		2023	4		5
Finance Lease Obligation	Finance Lease Obligation		Various	6		7			Finance Lease Obligation		Various	6		7
Long-term debt	Long-term debt			$	8,847	$	9,130		Long-term debt			$	8,824	$	9,130

Note: The table above does not include unamortized amounts related to interest rate contracts designated as cash flow hedges.

(1) Coupon rates are semi-annual, except for the euro-denominated December 2027 Notes, which bear an annual coupon.

(2) Corporate credit rating improvements may result in a decrease in the adjusted interest rate on our November 2035 Notes to the extent that our lowest credit rating is above BBB- or Baa3. The interest rates on our November 2035 Notes will be permanently reinstated to the issuance rate if the lowest credit ratings assigned to these senior notes is either A- or A3 or higher. Effective November 15, 2021, the interest rate payable will decrease by 0.25 percent and begin accruing at a rate of 6.75 percent following recent upgrades to our credit ratings.

(3) As of ~~June~~September 30, 2021 the outstanding balance is presented within Current Debt Obligations within our unaudited consolidated balance sheet.

Table of Contents

Revolving Credit Facility

On May 10, 2021 we entered into a new $2.750 billion revolving credit facility (2021 Revolving Credit Facility) with a global syndicate of commercial banks and terminated our previous facility (2018 Revolving Credit Facility). The 2021 Revolving Credit Facility will mature on May 10, 2026, with one-year extension options, subject to certain conditions. This facility provides backing for our commercial paper program, and outstanding commercial paper directly reduces borrowing capacity under the 2021 Revolving Credit Facility. There were 0no amounts outstanding under the 2021 Revolving Credit Facility as of ~~June~~September 30, 2021 or under the 2018 Revolving Credit Facility as of December 31, 2020.

~~Table of Contents~~

Financial Covenant

As of and through ~~June~~September 30, 2021, we were in compliance with the financial covenant required by the credit facilities described above:

Covenant Requirement

Actual

as of ~~June~~September 30, 2021

Maximum permitted leverage ratio(1)

~~4.25~~4.00 times

~~3.06~~2.89 times

(1)Ratio of total debt to consolidated EBITDA, as defined by the credit agreements, as amended.

The 2021 Revolving Credit Facility includes the following financial covenant requirement for all of our credit arrangements (i) maintain the maximum permitted leverage ratio of ~~4.25~~4.00 times for the ~~second~~third quarter of 2021, with a step-down ~~for each succeeding fiscal quarter end, beginning with the third quarter of 2021,~~ to ~~4.00 times and~~ 3.75 times for the fourth quarter of 2021 and through the remaining ~~term of the 2021 Revolving Credit Facility.~~term. The agreement provides for higher leverage ratios for the period following a qualified acquisition, at our election, for which consideration exceeds $1.000 billion. In the event of such an acquisition, for the four succeeding quarters immediately following, including the quarter in which the acquisition occurs, the maximum permitted leverage ratio is 4.75 times. ItThe maximum permitted ratio steps down for the fifth, sixth and seventh succeeding quarters to 4.50 times, 4.25 times and 4.00 times, respectively. Thereafter, a maximum leverage ratio of 3.75 times is required through the remaining term of the 2021 Revolving Credit Facility. We have not elected to increase the maximum permitted leverage ratio for the recently completed acquisition of Lumenis due to the funding of the acquisition using cash on hand.

The financial covenant requirement provides for an exclusion from the calculation of consolidated EBITDA, as defined by the ~~agreements,~~agreement, through maturity, of any non-cash charges and up to $500 million in restructuring charges and restructuring-related expenses related to our current or future restructuring plans. As of ~~June~~September 30, 2021, we had ~~$467~~$428 million of the restructuring charge exclusion remaining. In addition, any cash litigation payments (net of any cash litigation receipts), as defined by the agreements, are excluded from the calculation of consolidated EBITDA, as defined by the agreements, provided that the sum of any excluded net cash litigation payments do not exceed $1.455 billion in the aggregate. As of ~~June~~September 30, 2021, we had ~~$1.303~~$1.243 billion of the litigation exclusion remaining.

Any inability to maintain compliance with this covenant could require us to seek to ~~further~~ renegotiate the terms of our credit arrangements or seek waivers from compliance with this covenant, both of which could result in additional borrowing costs. Further, there can be no assurance that our lenders would agree to such new terms or grant such waivers on terms acceptable to us. In this case, all 2021 Revolving Credit Facility commitments would terminate, and any amounts borrowed under the facility would become immediately due and payable. Furthermore, any termination of our 2021 Revolving Credit Facility may negatively impact the credit ratings assigned to our commercial paper program, which may impact our ability to refinance any then outstanding commercial paper as it becomes due and payable.

Commercial Paper

Our commercial paper program is backed by the 2021 Revolving Credit Facility, as discussed above, and outstanding commercial paper directly reduces borrowing capacity under the 2021 Revolving Credit Facility. We did not have any commercial paper outstanding as of ~~June~~September 30, 2021 or December 31, 2020.

Senior Notes

We had senior notes outstanding of ~~$9.168~~$9.143 billion as of ~~June~~September 30, 2021 and $9.205 billion as of December 31, 2020. Our senior notes were issued in public offerings, are redeemable prior to maturity and are not subject to sinking fund requirements. Our senior notes are unsecured, unsubordinated obligations and rank on parity with each other. These notes are effectively junior to liabilities of our subsidiaries (see Other Arrangements below).

Table of Contents

Other Arrangements

We have accounts receivable factoring programs in certain European countries and with commercial banks in China and Japan which include promissory notes discounting programs. We account for our factoring programs as sales under FASB ASC Topic 860, Transfers and Servicing. We have no retained interest in the transferred receivables, other than collection and administration, and once sold, the accounts receivable are no longer available to satisfy creditors in the event of bankruptcy.

~~Table of Contents~~

Amounts de-recognized for accounts and notes receivable, which are excluded from Trade accounts receivable, net in our accompanying unaudited consolidated balance sheets, are aggregated by contract denominated currency below (in millions):


Factoring Arrangements	Factoring Arrangements	As of June 30, 2021				As of December 31, 2020				Factoring Arrangements	As of September 30, 2021				As of December 31, 2020
		Amount De-recognized		Weighted Average Interest Rate		Amount De-recognized		Weighted Average Interest Rate			Amount De-recognized		Weighted Average Interest Rate		Amount De-recognized		Weighted Average Interest Rate
Euro denominated	Euro denominated	$	160	2.2	%	$	148	1.9	%	Euro denominated	$	152	2.1	%	$	148	1.9	%
Yen denominated	Yen denominated	213		0.6	%	240		0.6	%	Yen denominated	203		0.5	%	240		0.6	%
Renminbi denominated	Renminbi denominated	0		3.1	%	0		3.5	%	Renminbi denominated	—		3.1	%	—		3.5	%

Other Contractual Obligations and Commitments

We had outstanding letters of credit of $135 million as of ~~June~~September 30, 2021 and $124 million as of December 31, 2020, which consisted primarily of bank guarantees and collateral for workers' compensation insurance arrangements. As of ~~June~~September 30, 2021 and December 31, 2020, none of the beneficiaries had drawn upon the letters of credit or guarantees, and accordingly, we have not recognized a related liability for our outstanding letters of credit in our accompanying unaudited consolidated balance sheets as of ~~June~~September 30, 2021 and December 31, 2020.

Refer to Note F – Contractual Obligations and Commitments to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K for additional information on our borrowings and credit agreements.

NOTE F – SUPPLEMENTAL BALANCE SHEET INFORMATION

Components of selected captions in our accompanying unaudited consolidated balance sheets are as follows:

Trade accounts receivable, net


		As of					As of
(in millions)	(in millions)	June 30, 2021		December 31, 2020		(in millions)	September 30, 2021		December 31, 2020
Trade accounts receivable	Trade accounts receivable	$	1,781	$	1,637	Trade accounts receivable	$	1,778	$	1,637
Allowance for credit losses	Allowance for credit losses	(107)		(105)		Allowance for credit losses	(108)		(105)
		$	1,675	$	1,531		$	1,669	$	1,531

The following is a rollforward of our Allowance for credit losses:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	(in millions)	2021		2020		2021		2020		(in millions)	2021		2020		2021		2020
Beginning balance	Beginning balance	$	101	$	87	$	105	$	74	Beginning balance	$	107	$	94	$	105	$	74
Cumulative effect adjustment(1)	Cumulative effect adjustment(1)	n/a		n/a		n/a		10		Cumulative effect adjustment(1)	n/a		n/a		n/a		10
Credit loss expense	Credit loss expense	9		14		11		22		Credit loss expense	9		16		20		39
Write-offs	Write-offs	(4)		(7)		(10)		(13)		Write-offs	(7)		(7)		(17)		(19)
Ending balance	Ending balance	$	107	$	94	$	107	$	94	Ending balance	$	108	$	103	$	108	$	103

(1) Effective January 1, 2020, we adopted FASB ASC Topic 326, Financial Instruments - Credit Losses using the modified retrospective method, which requires that we recognize credit loss reserves when financial assets are established if credit losses are expected over the asset’s contractual life. Refer to Note R – New Accounting Pronouncements to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K for additional information.

2423

Table of Contents

In accordance with FASB ASC Topic 326, we record credit loss reserves to Allowance for credit losses when we establish Trade accounts receivable if credit losses are expected over the asset's contractual life. We base our estimates of credit loss reserves on historical experience and adjust, as necessary, to reflect current conditions using reasonable and supportable forecasts not already reflected in the historical loss information. We utilize an accounts receivable aging approach to determine the reserve to record at accounts receivable commencement for certain customers, applying country or region-specific factors. In performing the assessment of outstanding accounts receivable, regardless of country or region, we may consider significant factors relevant to collectability, including those specific to a customer such as bankruptcy, lengthy average payment cycles and type of account.

We closely monitor outstanding receivables for potential collection risks, including those that may arise from economic conditions. Our sales to government-owned or supported customers, particularly in southern Europe, are subject to an increased number of days outstanding prior to payment relative to other countries. More recently, we have seen an increase in the volume of our U.S. business conducted in ambulatory surgery centers and office-based laboratories. Many of these customers are smaller than those we have historically done business with and may have limited liquidity. We have adjusted our estimates of credit loss reserves for these customers, regions and conditions based on collection trends.

Inventories


		As of					As of
(in millions)	(in millions)	June 30, 2021		December 31, 2020		(in millions)	September 30, 2021		December 31, 2020
Finished goods	Finished goods	$	933	$	893	Finished goods	$	1,039	$	893
Work-in-process	Work-in-process	121		109		Work-in-process	127		109
Raw materials	Raw materials	376		349		Raw materials	436		349
		$	1,430	$	1,351		$	1,603	$	1,351

Other current assets


		As of					As of
(in millions)	(in millions)	June 30, 2021		December 31, 2020		(in millions)	September 30, 2021		December 31, 2020
Restricted cash and restricted cash equivalents	Restricted cash and restricted cash equivalents	$	167	$	208	Restricted cash and restricted cash equivalents	$	155	$	208
Derivative assets	Derivative assets	167		133		Derivative assets	192		133
Licensing arrangements	Licensing arrangements	145		148		Licensing arrangements	142		148
Other	Other	299		263		Other	302		263
		$	777	$	751		$	792	$	751

Property, plant and equipment, net


		As of					As of
(in millions)	(in millions)	June 30, 2021		December 31, 2020		(in millions)	September 30, 2021		December 31, 2020
Land	Land	$	104	$	104	Land	$	103	$	104
Buildings and improvements	Buildings and improvements	1,342		1,292		Buildings and improvements	1,340		1,292
Equipment, furniture and fixtures	Equipment, furniture and fixtures	3,517		3,465		Equipment, furniture and fixtures	3,515		3,465
Capital in progress	Capital in progress	432		446		Capital in progress	465		446
		5,395		5,308			5,423		5,308
Less: accumulated depreciation	Less: accumulated depreciation	3,313		3,224		Less: accumulated depreciation	3,314		3,224
		$	2,082	$	2,084		$	2,109	$	2,084

Depreciation expense was ~~$83~~$88 million for the ~~second~~third quarter of 2021, ~~$78~~$84 million for the ~~second~~third quarter of 2020, ~~$166~~$254 million for the first ~~six~~nine months of 2021 and ~~$154~~$238 million for the first ~~six~~nine months of 2020.

2524

Table of Contents

Other long-term assets


		As of					As of
(in millions)	(in millions)	June 30, 2021		December 31, 2020		(in millions)	September 30, 2021		December 31, 2020
Restricted cash equivalents	Restricted cash equivalents	$	57	$	52	Restricted cash equivalents	$	57	$	52
Operating lease right-of-use assets	Operating lease right-of-use assets	411		458		Operating lease right-of-use assets	415		458
Derivative assets	Derivative assets	156		109		Derivative assets	176		109
Investments	Investments	616		918		Investments	434		918
Licensing arrangements	Licensing arrangements	166		218		Licensing arrangements	138		218
Other	Other	224		166		Other	223		166
		$	1,629	$	1,921		$	1,444	$	1,921

Accrued expenses


		As of					As of
(in millions)	(in millions)	June 30, 2021		December 31, 2020		(in millions)	September 30, 2021		December 31, 2020
Legal reserves	Legal reserves	$	417	$	505	Legal reserves	$	357	$	505
Payroll and related liabilities	Payroll and related liabilities	801		681		Payroll and related liabilities	884		681
Rebates	Rebates	354		331		Rebates	351		331
Contingent consideration liability	Contingent consideration liability	258		26		Contingent consideration liability	253		26
Other	Other	612		656		Other	574		656
		$	2,442	$	2,197		$	2,418	$	2,197

Other current liabilities


		As of					As of
(in millions)	(in millions)	June 30, 2021		December 31, 2020		(in millions)	September 30, 2021		December 31, 2020
Deferred revenue	Deferred revenue	$	141	$	138	Deferred revenue	$	160	$	138
Licensing arrangements	Licensing arrangements	151		153		Licensing arrangements	142		153
Taxes payable	Taxes payable	121		158		Taxes payable	113		158
Liabilities held for sale	Liabilities held for sale	0		200		Liabilities held for sale	—		200
Other	Other	268		307		Other	255		307
		$	680	$	958		$	669	$	958

Other long-term liabilities


		As of					As of
(in millions)	(in millions)	June 30, 2021		December 31, 2020		(in millions)	September 30, 2021		December 31, 2020
Accrued income taxes	Accrued income taxes	$	535	$	547	Accrued income taxes	$	541	$	547
Legal reserves	Legal reserves	200		64		Legal reserves	191		64
Contingent consideration liability	Contingent consideration liability	54		171		Contingent consideration liability	195		171
Licensing arrangements	Licensing arrangements	199		253		Licensing arrangements	155		253
Operating lease liabilities	Operating lease liabilities	359		401		Operating lease liabilities	377		401
Deferred revenue	Deferred revenue	283		257		Deferred revenue	296		257
Other	Other	560		615		Other	542		615
		$	2,190	$	2,309		$	2,296	$	2,309

2625

Table of Contents

NOTE G – INCOME TAXES

Our effective tax rate from continuing operations is presented below:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Effective tax rate from continuing operations	Effective tax rate from continuing operations	(24.9)	%	18.4	%	(11.2)	%	13.7	%	Effective tax rate from continuing operations	13.2	%	31.7	%	1.1	%	24.3	%

The change in our reported tax rates for the ~~second~~third quarter and first ~~six~~nine months of 2021, as compared to the same periods in 2020, relates primarily to the impact of certain receipts and charges that are taxed at different rates than our effective tax rate. These receipts and charges include ~~acquisition/divestiture-related~~litigation-related net charges (credits), ~~restructuring and restructuring-related~~intangible asset impairment charges, acquisition/divestiture-related net charges ~~(credit), litigation charges, investment portfolio net losses (gains),~~ as well as certain discrete tax items primarily related to ~~changes in foreign tax rates, and changes in tax laws adopted~~an IRS audit settlement in the ~~second quarter of 2021, as well as the impacts of the Coronavirus Aid, Relief and Economic Security (CARES) Act in the second~~third quarter of 2020.

As of ~~June~~September 30, 2021, we had ~~$280~~$277 million of gross unrecognized tax benefits, of which a net $195 million, if recognized, would affect our effective tax rate. As of December 31, 2020, we had $261 million of gross unrecognized tax benefits, of which a net $183 million, if recognized, would affect our effective tax rate. The change in our gross unrecognized tax benefit is primarily related to positions on new entities we acquired through recent acquisitions and restructuring activities.

It is reasonably possible that within the next 12 months, we will resolve multiple issues with foreign, federal and state taxing authorities, resulting in a reduction in our balance of unrecognized tax benefits of up to ~~$24~~$23 million.

Economic stimulus legislation has been enacted in many countries in response to the COVID-19 pandemic. In the U.S., the CARES Act, enacted on March 27, 2020, provided an estimated $2.2 trillion in COVID-19 pandemic-related relief, and included tax relief and government loans, subsidies and other relief for entities in affected industries. While we have not applied for government loans, we have taken advantage of the benefits offered in multiple jurisdictions, including the U.S. provision allowing taxpayers to defer payment of the employer portion of certain payroll taxes incurred in 2020. This allowed us to preserve cash generated from operations to service our debt obligations and other near-term commitments and is expected to be paid in full by the end of 2022 as permitted by the legislation.

NOTE H – COMMITMENTS AND CONTINGENCIES

The medical device market in which we participate is largely technology driven. As a result, intellectual property rights, particularly patents and trade secrets, play a significant role in product development and differentiation. Over the years, there has been litigation initiated against us by others, including our competitors, claiming that our current or former product offerings infringe patents owned or licensed by them. Intellectual property litigation is inherently complex and unpredictable. In addition, competing parties frequently file multiple suits to leverage patent portfolios across product lines, technologies and geographies and to balance risk and exposure between the parties. In some cases, several competitors are parties in the same proceeding, or in a series of related proceedings, or litigate multiple features of a single class of devices. These dynamics frequently drive settlement not only for individual cases, but also for a series of pending and potentially related and unrelated cases. Although monetary and injunctive relief is typically sought, remedies and restitution are generally not determined until the conclusion of the trial court proceedings and can be modified on appeal. Accordingly, the outcomes of individual cases are difficult to time, predict or quantify and are often dependent upon the outcomes of other cases in other geographies.

During recent years, we successfully negotiated closure of several long-standing legal matters and have received favorable rulings in several other matters; however, there continues to be outstanding intellectual property litigation. Adverse outcomes in one or more of these matters could have a material adverse effect on our ability to sell certain products and on our operating margins, financial position, results of operations and/or liquidity.

In the normal course of business, product liability, securities and commercial claims are asserted against us. Similar claims may be asserted against us in the future related to events not known to management at the present time. We maintain an insurance policy providing limited coverage against securities claims and we are substantially self-insured with respect to product liability claims and fully self-insured with respect to intellectual property infringement claims. The absence of significant third-party insurance coverage increases our potential exposure to unanticipated claims or adverse decisions. Product liability claims, securities and commercial litigation and other legal proceedings in the future, regardless of their outcome, could have a material

~~Table of Contents~~

adverse effect on our ability to sell certain products and on our operating margins, financial position, results of operations and/or liquidity.

Table of Contents

In addition, like other companies in the medical device industry, we are subject to extensive regulation by national, state and local government agencies in the U.S. and other countries in which we operate. From time to time we are the subject of qui tam actions and governmental investigations often involving regulatory, marketing and other business practices. These qui tam actions and governmental investigations could result in the commencement of civil and criminal proceedings, substantial fines, penalties and administrative remedies and have a material adverse effect on our financial position, results of operations and/or liquidity.

In accordance with FASB ASC Topic 450, Contingencies, we accrue anticipated costs of settlement, damages, losses for product liability claims and, under certain conditions, costs of defense, based on historical experience or to the extent specific losses are probable and estimable. Otherwise, we expense these costs as incurred. If the estimate of a probable loss is a range and no amount within the range is more likely, we accrue the minimum amount of the range.

Our accrual for legal matters that are probable and estimable was ~~$617~~$548 million as of ~~June~~September 30, 2021 and $569 million as of December 31, 2020 and includes certain estimated costs of settlement, damages and ~~defense. The increase in our legal accrual was mainly due~~defense primarily related to product liability cases or claims related to our transvaginal surgical mesh products. A portion of ~~our legal~~this accrual is already funded through our qualified settlement fund (QSF), which is included in restricted cash and restricted cash equivalents in Other current assets of ~~$167~~$155 million as of ~~June~~September 30, 2021 and $208 million as of December 31, 2020. Refer to Note F – Supplemental Balance Sheet Information for additional information.

We recorded litigation-related net charges of $298 million during the second quarter of 2021 and $302 million during the first six months of 2021, related primarily to transvaginal surgical mesh products. We did not record any litigation-related net charges during the third quarter of 2021 and recorded $302 million during the first ~~six~~nine months of ~~2020.~~2021, and $260 million during the third quarter and first nine months of 2020, primarily related to transvaginal mesh products, inclusive of a reserve related to claims made by a coalition of state attorneys general. These settlements were finalized in March of 2021 as described further below.

We record certain legal and product liability charges, credits and costs of defense, which we consider to be unusual or infrequent and significant as Litigation-related net charges (credits) in our accompanying unaudited consolidated financial statements. All other legal and product liability charges, credits and costs are recorded within Selling, general and administrative expenses in our accompanying unaudited consolidated statements of operations. We continue to assess certain litigation and claims to determine the amounts, if any, that management believes will be paid as a result of such claims and litigation and, therefore, additional losses may be accrued and paid in the future, which could materially adversely impact our operating results, cash flows and/or our ability to comply with our financial covenant.

In management's opinion, we are not currently involved in any legal proceedings other than those disclosed in our most recent Annual Report on Form 10-K and those specifically identified below, which, individually or in the aggregate, could have a material adverse effect on our financial condition, operations and/or cash flows. Unless included in our legal accrual or otherwise indicated below, a range of loss associated with any individual material legal proceeding cannot be reasonably estimated.

Patent Litigation

On October 28, 2015, the Company filed suit against Cook Group Limited and Cook Medical LLC (collectively, “Cook”) in the United States District Court for the District of Delaware (1:15-cv-00980) alleging infringement of certain Company patents regarding Cook’s Instinct™ Endoscopic Hemoclip. The case was transferred to the District Court for the Southern District of Indiana. Cook filed seven Inter Partes Review (“IPR”) requests with the U.S. Patent and Trademark Office (USPTO) against the four asserted patents. All IPRs have concluded and Cook and the Company both appealed the Patent Office’s IPR decisions to the Federal Circuit Court of Appeals. On April 30, 2020, the U.S. Court of Appeals ruled that claims from two of the Company's patents remain valid, remanding two of the patents for further review by the USPTO’s Patent Trial and Appeal Board. In November 2020, the Patent Office issued remand rulings invalidating several additional claims. The district court stayed the case pending the appeals court decision on the IPRs, which is now complete. The case is proceeding before the United States District Court for the Southern District of Indiana, with the Company asserting three patents against Cook. Trial is anticipated in ~~October 2022.~~February 2023.

On ~~February 23, 2021, Nevro Corp. (“Nevro”) filed~~November 20, 2017, The Board of Regents, University of Texas System (UT) and TissueGen. Inc., served a lawsuit against us in the Western District of Texas. The complaint against us alleges patent infringement of two U.S. patents owned by UT, relating to “Drug Releasing Biodegradable Fiber Implant” and “Drug Releasing Biodegradable Fiber for Delivery of Therapeutics,” and affects the ~~Company in~~manufacture, use and sale of our Synergy™ Stent System. On March 12, 2018, the District Court for the Western District of Texas dismissed the action and transferred it to the United States District Court for the District of ~~Delaware (21-cv-258). The complaint alleges infringement~~Delaware. On September 5, 2019, the Court of ~~five Nevro patents by certain~~Appeals for the Federal Circuit affirmed the dismissal of the ~~Company’s spinal cord stimulation systems.~~

District Court for

2827

Table of Contents

the Western District of Texas. In April 2020, the United States Supreme Court denied the University’s Petition for Certiorari. UT is proceeding with its case against BSC in Delaware. Trial is scheduled for November 14, 2022.

On December 9, 2016, the Company and Boston Scientific Neuromodulation Corporation filed a patent infringement action against Nevro in United States District Court for the District of Delaware (16-cv-1163) alleging that ten U.S. patents owned by Boston Scientific Neuromodulation Corporation are infringed by Nevro's Senza™ Spinal Cord Stimulation (SCS) System. At a trial held in October and November 2021 regarding six of Boston Scientific's originally asserted patent claims, a jury granted Boston Scientific a monetary award, finding that each asserted claim is valid, that four of the six claims are infringed by Nevro, and that two of the claims are willfully infringed by Nevro.

On April 21, 2018, the Company and Boston Scientific Neuromodulation Corporation filed a patent infringement, theft of trade secrets and tortious interference with a contract action against Nevro in United States District Court for the District of Delaware (18-cv-664), and amended the complaint on July 18, 2018, alleging that nine U.S. patents owned by Boston Scientific Neuromodulation Corporation are infringed by Nevro’s Senza™ I and Senza™ II SCS Systems. On December 9, 2019, Nevro filed an answer and counterclaims, in which it alleged that our SCS systems infringe five Nevro patents. No trial date has been set for the theft of trade secrets and patent counterclaims. The patent infringement claims from case 18-cv-664 were stayed pending IPRs. On January 6, 2021, the court stayed one of the patent infringement claims from case 16-cv-1163, such that it will proceed with the stayed patent infringement claims from case 18-cv-664.

Product Liability Litigation

As of ~~July~~October 20, 2021, approximately 54,500 product liability cases or claims related to transvaginal surgical mesh products designed to treat stress urinary incontinence and pelvic organ prolapse have been asserted against us. As of ~~July~~October 20, 2021, we have entered into master settlement agreements in principle or are in the final stages of entering one with certain plaintiffs' counsel to resolve an aggregate of approximately 52,500 cases and claims, adjusted to reflect the Company’s analysis of expected non-participation and duplicate claims. These master settlement agreements provide that the settlement and distribution of settlement funds to participating claimants are conditional upon, among other things, achieving minimum required claimant participation thresholds. Of the approximately 52,500 cases and claims, approximately ~~49,000~~50,500 have met the conditions of the settlement and are final. All settlement agreements were entered into solely by way of compromise and without any admission or concession by us of any liability or wrongdoing. The pending cases are in various federal and state courts in the U.S. Generally, the plaintiffs allege personal injury associated with use of our transvaginal surgical mesh products. The plaintiffs assert design and manufacturing claims, failure to warn, breach of warranty, fraud, violations of state consumer protection laws and loss of consortium claims. Over 3,100 of the cases were specially assigned to one judge in state court in Massachusetts. On February 7, 2012, the Judicial Panel on Multi-District Litigation (MDL) established MDL-2326 in the U.S. District Court for the Southern District of West Virginia and transferred the federal court transvaginal surgical mesh cases to MDL-2326 for coordinated pretrial proceedings. The Court issued an Order closing the MDL on February 11, 2021, as all cases that had been pending were dismissed or remanded to courts of primary jurisdiction. Outside the United States, there are fewer than 7580 claims in the United Kingdom and Ireland. In the first quarter of 2021, 2 class actions were filed against the Company in Australia. In the second quarter of 2021, one ~~of these~~ class ~~actions~~action was permanently stayed, while the other is proceeding. ~~At this time,~~The registration process for the ~~Company~~class action closed on October 29, 2021. Complete registration information is ~~aware of~~not yet available but preliminary information indicates that fewer than ~~125 claims in Australia.~~300 women have completed registration forms alleging they had Boston Scientific implants. There are also fewer than 10 cases in Canada, inclusive of 1 certified class action, which has settled and received Court approval. On April 16, 2019, the U.S. Food and Drug Administration (FDA) ordered that all manufacturers of surgical mesh products indicated for the transvaginal repair of pelvic organ prolapse stop selling and distributing their products in the United States immediately, stemming from the FDA’s 2016 reclassification of these devices to class III (high risk) devices, and as a result, the Company ceased global sales and distribution of surgical mesh products indicated for transvaginal pelvic organ prolapse. In April 2021 the Company's Board of Directors received a shareholder demand under section 220 of the Delaware General Corporation Law, for inspection of books and records. The Company has notified our insurer and retained counsel to respond to the demand.

We have established a product liability accrual for known and estimated future cases and claims asserted against us as well as with respect to the actions that have resulted in verdicts against us and the costs of defense thereof associated with our transvaginal surgical mesh products. In the second quarter of 2021, we increased the accrual associated with this matter by $298 million to account for increased, post-COVID-19 pandemic settlement and litigation activity related to the remaining cases and claims the Company faces, our revision of the per-case settlement amount for these cases based on recent settlement and litigation activity and changes to our expectations regarding the rate of incoming cases and claims. We continue to engage in discussions with plaintiffs’ counsel regarding potential resolution of pending cases and claims. We continue to vigorously contest the cases and claims asserted against us that do not settle, and expect that more cases will go to trial through 2023. The final resolution of the cases and claims is uncertain and could have a ~~further~~ material impact on our results of operations, financial

Table of Contents

condition and/or liquidity. Trials involving our transvaginal surgical mesh products have resulted in both favorable and unfavorable judgments for us. We do not believe that the judgment in any one trial is representative of potential outcomes of all cases or claims related to our transvaginal surgical mesh products.

We are currently named as a defendant in ~~147~~67 filed product liability cases involving our Greenfield Vena Cava Filter, which we discontinued marketing and active selling in the fourth quarter of 2018, alleging various injuries, including perforation of the vena cava, post-implant deep vein thrombosis, fracture, and other injuries. Most of the filed cases are part of a consolidated matter in Middlesex County, Massachusetts. We have received notice of an additional ~~521~~377 claims, none of which have been filed. As of ~~June 24,~~October 20, 2021, we have entered into master settlement agreements in principle or are in the final stages of entering with certain plaintiffs’ counsel to resolve approximately 200 cases.

Governmental Investigations and Qui Tam Matters

On ~~May 5, 2014, we~~December 1, 2015, the Brazilian governmental entity known as CADE (the Administrative Council of Economic Defense), served a search warrant on the offices of our Brazilian subsidiary, as well as on the Brazilian offices of several other major medical device makers who do business in Brazil, in furtherance of an investigation into alleged anti-competitive activity with respect to certain tender offers for government contracts. On June 20, 2017, CADE, through the publication of a “technical note,” announced that it was launching a formal administrative proceeding against Boston Scientific’s Brazilian subsidiary, Boston Scientific do Brasil Ltda. (BSB), as well as against the Brazilian operations of Medtronic, Biotronik and St. Jude Medical, two Brazilian associations, ABIMED and AMBIMO and 29 individuals for alleged anti-competitive behavior. In August 2021, the investigating commissioner issued a preliminary recommendation of liability against all of the involved companies, and also recommended that CADE impose fines and penalties. However, on October 25, 2021, the CADE Attorney General's office recommended dismissal of the charges and allegations against BSB and the individual BSB employees who were still individual defendants. The full Commission is considering this recommendation but has not yet issued its decision. We continue to deny the allegations, intend to defend ourselves vigorously and will appeal any decision of liability by the full Commission to the Brazilian courts. During such an appeal the decision would have no force and effect, and the Court would consider the case without being bound by CADE’s decision.

On December 21, 2017, Janssen Biotech, Inc., Janssen Oncology, Inc, Janssen Research & Development, LLC, and Johnson & Johnson (collectively, Janssen) were served with a ~~subpoena from the U.S. Department of Health and Human Services, Office~~qui tam complaint filed on behalf of the ~~Inspector General. The subpoena seeks information relating to the launch of the Cognis™ CRT-D and Teligen™ ICD line of devices in 2008, the performance of those devices from 2007 to 2009~~United States, 29 states, and the ~~operation~~District of ~~our Physician Guided Learning Program. We are cooperating with this request. On May 6, 2016, a qui tam lawsuit in this matter~~Columbia. The complaint, which was ~~unsealed~~filed in the United States District Court for the Northern District of ~~Minnesota. At~~California, alleges that Janssen violated the ~~same time, we learned that~~federal False Claims Act and state law when providing pricing information for ZYTIGA to the ~~U.S. federal~~ government in connection with direct government sales and ~~the State of California had earlier declined~~government-funded drug reimbursement programs. The case has been transferred to intervene in that lawsuit on April 15, 2016. The complaint was served on us on July 21, 2016. On October 7, 2016, the plaintiff/relator served an amended complaint that dropped the allegations relating to our Physician Guided Learning Program. We filed a motion to dismiss the amended complaint on December 7, 2016 and the court

~~Table of Contents~~

~~heard our motion to dismiss on April 5, 2017. On August 29, 2017, the Court granted the motion to dismiss, without prejudice and on September 19, 2017, the relator filed a Second Amended Complaint.~~We filed a motion to dismiss the Second Amended Complaint on October 10, 2017 and the Court denied that motion on December 13, 2017. On July 31, 2018, the relator filed a motion seeking leave to file a Third Amended Complaint. The Court denied the motion on October 30, 2018. In February 2021, we filed a motion for summary judgment, which the relator opposed, and on April 29, 2021, the Court held a hearing on that motion. The motion remains pending.

~~Other Proceedings~~

On December 4, 2020 Enrique Jevons, individually and on behalf of all others similarly situated, filed a class action complaint against the Company, Michael F. Mahoney and Daniel J. Brennan, stemming from the recall and retirement of the LOTUS Edge™ Aortic Valve System (LOTUS System) in United States District Court for the Eastern District of New York. On December 14, 2020, the parties agreed to transfer the case to the United States District Court for the District of ~~Massachusetts.~~New Jersey. On ~~December 16,~~June 20, 2019, the complaint was amended to include BTG International Limited as a defendant. In May 2020, ~~Mariano Errichiello, individually~~a class action complaint was filed in New Jersey federal court against Janssen and BTG by a direct purchaser of Zytiga on behalf of ~~all other~~ similarly situated ~~filed a second, materially similar class action~~entities. The complaint was amended in February 2021 and alleges that BTG and Janssen violated antitrust laws by attempting to enforce certain patents against potential generic competitors. On October 12, 2021, the ~~Company, Michael F. Mahoney, Joseph M. Fitzgerald,~~court granted BTG and ~~Daniel J. Brennan~~Janssen’s motion to compel arbitration in the ~~United States District Court for the District of Massachusetts. Subsequently, on March 30,~~direct purchaser action and stayed all direct purchaser proceedings. On October 27, 2021, the ~~Court consolidated the two actions,~~court granted BTG and ~~appointed Mariano Errichiello as the lead plaintiff. Under the terms of the Court-approved Scheduling Order, Counsel for Mr. Errichiello was required~~Janssen's motion to file an Amended Complaint on or before June 4, 2021, which it did, and, in response the Company brought a Motion to Dismiss the Amended Complaint by July 19, 2021. On December 15, 2020, the Securities and Exchange Commission’s Boston Regional Office (Boston SEC) notified the Company that it was conducting an investigation related to the Company’s decision to retire the LOTUS System, and issued a voluntary request for documents and information related to that decision. On February 10, 2021, the Boston SEC issued a second voluntary request for additional documents and information. The Company is cooperating fully with the investigation. On February 8, 2021, the Company received a letter from The Vladimir Gusinsky Revocable Trust, a shareholder, demanding that the Company’s Board of Directors conduct an investigation into actions by the Company’s directors and executive officers regarding statements made about the effectiveness and commercial viability of the LOTUS System. The Trust subsequently agreed to stay its demand, pending the outcome of any dispositive motion against the Amended Complaintdismiss all claims in the ~~class action complaint described above. The Company received letters on behalf of~~indirect purchaser action. A motion to dismiss the ~~Union Excavators Local 731 Pension Fund~~indirect purchaser and ~~Diane Nachbaur, two stockholders of the Company, on July 26, 2021 and July 29, 2021, respectively, each demanding access~~qui tam actions are pending.

Refer to ~~certain books and records of the Company, pursuant to 8 Delaware Section 220,~~Note G – Income Taxes for information regarding ~~the business, operations, effectiveness and commercial viability of the LOTUS system, and related items.~~our tax litigation.

Matters Concluded Since December 31, 2020

On February 23, 2015, a judge for the Court of Modena (Italy) ordered a trial for ~~the Company~~Boston Scientific and three of its employees, as well as numerous other defendants charged in criminal proceedings. The charges ~~arose~~arise from allegations that the defendants made improper donations to certain healthcare providers and other employees of the Hospital of Modena in order to induce them to conduct unauthorized clinical trials, as well as related government fraud in relation to the financing of such clinical trials. A trial began on February 24, 2016. On November 10, 2017, the Court issued a ruling that convicted one ~~Company~~Boston Scientific employee but acquitted two others and levied a fine of €245 thousand against us and imposed joint and several civil damages of €620 thousand on all defendants. We continue to deny these allegations, and timely appealed the decision on May 10, 2018. On November 9, 2020, the Court of Appeal in Bologna reversed the judgements against ~~the Company~~Boston Scientific and its employee and acquitted them of all charges. This judgment of acquittal became final as to the Company and its employee on April 15, 2021 when the prosecution chose not to appeal.

During the fourth quarter of 2013, we received written discovery requests from certain state attorneys general regarding our transvaginal surgical mesh products and related alleged violations of states’ consumer protection statutes. On December 12,

Table of Contents

2019, the Mississippi Attorney General filed suit against us in a Mississippi state court alleging violations of the Mississippi Consumer Protection Act. In the fourth quarter of 2020 and the first quarter of 2021, we reached settlements with 48 states, including Mississippi, and the District of Columbia. These settlements were finalized in March of 2021.

On September 6, 2019, Boston Scientific Corporation, Boston Scientific Scimed, Inc., and Fortis Advisors, LLC, as a Securityholder Representative for the former Securityholders of nVision Medical Corp. filed a declaratory judgment action against BioCardia, Inc. in the United States District Court for the Northern District of California to address threats and allegations by BioCardia challenging inventorship and ownership of various patents that Boston Scientific Corporation acquired through an April 13, 2018 merger with nVision as well as related threats and allegations by BioCardia of trade secret misappropriation and unjust enrichment. On December 11, 2019, BioCardia filed an amended answer and counterclaims. On April 23, 2020, BioCardia filed a complaint against nVision, which had not been named as a defendant in the original case. On

~~Table of Contents~~

May 22, 2020, BioCardia amended its complaint against nVision to add twenty former nVision shareholders as defendants. On August 20, 2020, BioCardia again amended its complaint against Boston Scientific Corporation/Boston Scientific Scimed, Inc./Fortis Advisors, LLC and its complaint against nVision/nVision shareholders. On April 8, 2021, the parties settled the dispute, and, on April 12, 2021, the parties filed stipulations with the court to dismiss the remaining legal proceedings. ~~The~~We expect the settlement ~~did~~will not result in any material benefit or liability to the Company.

On May 5, 2014, we were served with a subpoena from the U.S. Department of Health and Human Services, Office of the Inspector General. The subpoena seeks information relating to the launch of the Cognis™ CRT-D and Teligen™ ICD line of devices in 2008, the performance of those devices from 2007 to 2009 and the operation of our Physician Guided Learning Program. We are cooperating with this request. On May 6, 2016, a qui tam lawsuit in this matter was unsealed in the United States District Court for the District of Minnesota. At the same time, we learned that the U.S. federal government and the State of California had earlier declined to intervene in that lawsuit on April 15, 2016. The complaint was served on us on July 21, 2016. On October 7, 2016, the plaintiff/relator served an amended complaint that dropped the allegations relating to our Physician Guided Learning Program. We filed a motion to dismiss the amended complaint on December 7, 2016 and the court heard our motion to dismiss on April 5, 2017. On August 29, 2017, the Court granted the motion to dismiss, without prejudice and on September 19, 2017, the relator filed a Second Amended Complaint. We filed a motion to dismiss the Second Amended Complaint on October 10, 2017 and the Court denied that motion on December 13, 2017. On July 31, 2018, the relator filed a motion seeking leave to file a Third Amended Complaint. The Court denied the motion on October 30, 2018. In February 2021, we filed a motion for summary judgment, which the relator opposed, and on August 13, 2021, the Court granted the motion in its entirety. Subsequently, the parties resolved the matter, effective October 4, 2021, and the matter is now concluded. The resolution did not result in any material liability to the Company.

On November 2, 2020, Koninklijke Philips N.V. and IP2IPO Innovations, Ltd. (“Philips”) served a complaint against the Company in the United States District Court for the District of Delaware. The complaint alleges that certain BSC cardiovascular diagnostic devices infringe six Philips patents. The parties have settled the dispute through a confidential settlement agreement.

NOTE I – STOCKHOLDERS' EQUITY

Preferred Stock

We are authorized to issue 50 million shares of preferred stock in one or more series and to fix the powers, designations, preferences and relative participating, option or other rights thereof, including dividend rights, conversion rights, voting rights, redemption terms, liquidation preferences and the number of shares constituting any series, without any further vote or action by our stockholders.

On May 27, 2020, we completed an offering of 10,062,500 shares of 5.50% Mandatory Convertible Preferred Stock (MCPS), Series A at a price to the public and liquidation preference of $100 per share. The net proceeds from the MCPS offering were approximately $975 million after deducting underwriting discounts and commissions and offering expenses. As of ~~June~~September 30, 2021, our MCPS had an aggregate liquidation preference of $1.006 billion.

Holders of MCPS will be entitled to receive, when, as and if declared by our Board of Directors, or an authorized committee thereof, out of funds legally available for payment, cumulative dividends at the annual rate of 5.50% of the liquidation preference of $100 per share, payable in cash or, subject to certain limitations, by delivery of shares of common stock or any combination of cash and shares of common stock, at our election; provided, however, that any unpaid dividends on the MCPS will continue to accumulate as described in the Certificate of Designations.

Table of Contents

Subject to certain exceptions, no dividend or distribution will be declared or paid on shares of our common stock, and no common stock will be purchased, redeemed or otherwise acquired for consideration by us or any of our subsidiaries unless, in each case, all accumulated and unpaid dividends for all preceding dividend periods have been declared and paid, or a sufficient amount of cash or number of shares of common stock has been set apart for the payment of such dividends, on all outstanding shares of MCPS. In the event of our voluntary or involuntary liquidation, winding-up or dissolution, no distribution of our assets may be made to holders of our common stock until we have paid holders of our MCPS, each of which will be entitled to receive a liquidation preference in the amount of $100 per share plus accumulated and unpaid dividends.

Unless earlier converted, each share of MCPS will automatically convert on June 1, 2023, subject to postponement for certain market disruption events, into between 2.3834 and 2.9197 shares of common stock, subject to customary anti-dilution adjustments. The number of shares of common stock issuable upon conversion will be determined based on the average volume-weighted average price per share of common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately preceding June 1, 2023.

The MCPS is not subject to any redemption, sinking fund or other similar provisions. However, at our option, we may purchase or exchange the MCPS from time to time in the open market, by tender or exchange offer or otherwise, without the consent of, or notice to, holders of MCPS. The holders of the MCPS will not have any voting rights, with limited exceptions.

In the ~~second~~third quarter of 2021, the Audit Committee of our Board of Directors (the Committee), pursuant to authority delegated to such committee by our Board of Directors, declared and we paid a cash dividend of $1.375 per MCPS share to holders of our MCPS as of ~~May~~August 15, 2021, representing a dividend period from ~~March~~June through ~~May~~August 2021. On ~~July 23,~~October 26, 2021, the Committee declared a cash dividend of $1.375 per MCPS share to holders of our MCPS as of ~~August~~November 15, 2021, representing a dividend period from ~~June~~September through ~~August~~November 2021. We have presented cumulative, unpaid dividends within Accrued expenses within our unaudited consolidated balance sheet as of ~~June~~September 30, 2021.

Refer to Note L – Stockholders' Equity to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K for information on the pertinent rights and privileges of our outstanding common stock.

~~Table of Contents~~

NOTE J – WEIGHTED AVERAGE SHARES OUTSTANDING


		Three Months Ended June 30,		Six Months Ended June 30,			Three Months Ended September 30,		Nine Months Ended September 30,
(in millions)	(in millions)	2021	2020	2021	2020	(in millions)	2021	2020	2021	2020
Weighted average shares outstanding - basic		1,421.3	1,410.9	1,420.0	1,404.1
Weighted average shares outstanding — basic						Weighted average shares outstanding — basic	1,423.8	1,430.9	1,421.3	1,413.0
Net effect of common stock equivalents	Net effect of common stock equivalents	11.2	0	11.7	0	Net effect of common stock equivalents	11.8	—	11.7	—
Weighted average shares outstanding - assuming dilution	Weighted average shares outstanding - assuming dilution	1,432.5	1,410.9	1,431.7	1,404.1	Weighted average shares outstanding - assuming dilution	1,435.6	1,430.9	1,433.0	1,413.0

The following securities were excluded from the calculation of weighted average shares outstanding - assuming dilution because their effect in the periods presented below would have been anti-dilutive:


		Three Months Ended June 30,		Six Months Ended June 30,			Three Months Ended September 30,		Nine Months Ended September 30,
(in millions)	(in millions)	2021	2020	2021	2020	(in millions)	2021	2020	2021	2020
Common stock equivalents(1)	Common stock equivalents(1)	0	13	0	14	Common stock equivalents(1)	0	14	0	14
Stock options outstanding(2)	Stock options outstanding(2)	3	6	6	6	Stock options outstanding(2)	0	6	3	6
MCPS(3)	MCPS(3)	24	9	24	5	MCPS(3)	24	24	24	11

(1) Represents common stock equivalents pursuant to our employee stock-based compensation plans, which are anti-dilutive in the ~~second~~third quarter and first ~~six~~nine months of 2020 due to our Net loss position in those periods.

(2) Represents stock options outstanding pursuant to our employee stock-based compensation plans with exercise prices that were greater than the average fair market value of our common stock for the related periods.

(3) Represents common stock issuable upon the conversion of MCPS. Refer to Note I – Stockholders' Equity for additional information.

Table of Contents

We base Net income (loss) per common share - assuming dilution upon the weighted-average number of common shares and common stock equivalents outstanding during each year. Potential common stock equivalents are determined using the treasury stock method. We exclude stock options, stock awards and MCPS from the calculation if the effect would be anti-dilutive. The dilutive effect of MCPS is calculated using the if-converted method. The if-converted method assumes that these securities were converted to shares of common stock at the beginning of the reporting period to the extent that the effect is dilutive.

For the ~~second~~third quarter and first ~~six~~nine months of 2021, the effect of assuming the conversion of MCPS into shares of common stock was anti-dilutive, and therefore excluded from the calculation of earnings per share (EPS). Accordingly, Net income was reduced by cumulative Preferred stock dividends, as presented in our accompanying unaudited consolidated statements of operations, for purposes of calculating Net income available to common stockholders.

We issued approximately ~~1 million~~3000000 shares of our common stock in the ~~second quarter~~third quarters of 2021 and 2020 and ~~5 million~~8000000 shares in the first ~~six~~nine months of 2021 and 2020 following the exercise of stock options, vesting of deferred stock units or purchases under our employee stock purchase plan. We did not repurchase any shares of our common stock in the first ~~six~~nine months of 2021 or 2020. On December 14, 2020, our Board of Directors approved a new stock repurchase program authorizing the repurchase of up to $1.000 billion of our common stock. As of ~~June~~September 30, 2021, we had the full amount remaining available under the authorization.

~~Table of Contents~~

NOTE K – SEGMENT REPORTING

Our 7 core businesses are organized into 3 reportable segments: MedSurg, Rhythm and Neuro, and Cardiovascular, which represent an aggregation of our operating segments that generate revenues from the sale of medical devices. We measure and evaluate our reportable segments based on net sales of reportable segments, operating income of reportable segments, excluding intersegment profits, and operating income of reportable segments as a percentage of net sales of reportable segments. Operating income of reportable segments as a percentage of net sales of reportable segments is defined as operating income of reportable segments divided by net sales of reportable segments. We exclude from operating income of reportable segments certain corporate-related expenses and certain transactions or adjustments that our chief operating decision maker (CODM) considers to be non-operational, such as amounts related to amortization expense, goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits); and certain litigation-related net charges (credits) and European Union (EU) Medical Device Regulation (MDR) implementation costs. Although we exclude these amounts from operating income of reportable segments, they are included in reported Income (loss) before income taxes in our accompanying unaudited consolidated statements of operations and are included in the reconciliation below.

A reconciliation of the totals reported for the reportable segments to the applicable line items within our accompanying unaudited consolidated statements of operations is as follows (in millions, except percentages):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
MedSurg	$	917	$	825	$	2,725	$	2,175
Rhythm and Neuro	819		757		2,436		1,985
Cardiovascular	1,196		1,002		3,588		2,862
Total net sales of reportable segments	2,932		2,584		8,748		7,021
All other (Specialty Pharmaceuticals)(1)	—		74		13		183
Net sales	$	2,932	$	2,659	$	8,761	$	7,204

Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020
MedSurg $ 948 $ 576 $ 1,808 $ 1,350
Rhythm and Neuro 866 525 1,617 1,228
Cardiovascular 1,263 834 2,392 1,860
Total net sales of reportable segments 3,077 1,935 5,816 4,437
All other (Specialty Pharmaceuticals)(1)
0 68 13 109
Net sales $ 3,077 $ 2,003 $ 5,829 $ 4,546
MedSurg $ 363 $ 173 $ 695 $ 432
Rhythm and Neuro 168 32 316 131
Cardiovascular 418 186 756 385
Total operating income of reportable segments 949 391 1,767 947
All other (Specialty Pharmaceuticals)(1)
0 49 4 75
Unallocated amounts:
Corporate expenses, including hedging activities (176) (189) (329) (222)
Intangible asset impairment charges, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits), and certain litigation-related net charges (credits) and EU MDR implementation costs (331) (125) (445) (327)
Amortization expense (180) (197) (365) (398)
Operating income (loss) 262 (71) 632 75
Other expense, net (113) (110) (157) (234)
Income (loss) before income taxes $ 149 $ (181) $ 474 $ (159)
(1) On March 1, 2021, we completed the divestiture of the Specialty Pharmaceuticals business. Our consolidated net sales and income (loss) before income taxes for the first six months of 2021 include Specialty Pharmaceuticals up to the date of the closing of the transaction.
Operating income margin of reportable segments Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020
MedSurg 38.3 % 30.1 % 38.5 % 32.0 %
Rhythm and Neuro 19.3 % 6.1 % 19.5 % 10.7 %
Cardiovascular 33.1 % 22.3 % 31.6 % 20.7 %

3332

Table of Contents


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020


MedSurg	$	338	$	307	$	1,033	$	738
Rhythm and Neuro	160		165		476		296
Cardiovascular	361		208		1,117		593
Total operating income of reportable segments	859		680		2,626		1,628
All other (Specialty Pharmaceuticals)(1)	—		49		4		124
Unallocated amounts:
Corporate expenses, including hedging activities	(109)		(108)		(438)		(330)
Intangible asset impairment charges, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits), and certain litigation-related net charges (credits) and EU MDR implementation costs	(178)		(629)		(624)		(957)
Amortization expense	(184)		(197)		(549)		(595)
Operating income (loss)	387		(205)		1,019		(130)
Other expense, net	95		(22)		(62)		(256)
Income (loss) before income taxes	$	483	$	(227)	$	957	$	(386)

(1) On March 1, 2021, we completed the divestiture of the Specialty Pharmaceuticals business. Our consolidated net sales and income (loss) before income taxes for the first nine months of 2021 include Specialty Pharmaceuticals up to the date of the closing of the transaction.


Operating income margin of reportable segments	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
MedSurg	36.8	%	37.2	%	37.9	%	33.9	%
Rhythm and Neuro	19.5	%	21.9	%	19.5	%	14.9	%
Cardiovascular	30.2	%	20.8	%	31.1	%	20.7	%

NOTE L – REVENUE

We generate revenue primarily from the sale of single-use medical devices and present revenue net of sales taxes in our accompanying unaudited consolidated statements of operations. The following tables disaggregate our revenue from contracts with customers by business and geographic region (in millions):


		Three Months Ended June 30,												Three Months Ended September 30,
		2021						2020							2021				2020
Businesses	Businesses	U.S.		Int'l		Total		U.S.		Int'l		Total				Businesses	U.S.		Int'l		Total		U.S.		Int'l		Total
Endoscopy	Endoscopy	$	316	$	235	$	551	$	190	$	158	$	348			Endoscopy	$	306	$	227	$	533	$	270	$	205	$	475
Urology and Pelvic Health	Urology and Pelvic Health	285		112		397		162		66		228				Urology and Pelvic Health	275		109		384		251		99		350
Cardiac Rhythm Management	Cardiac Rhythm Management	314		210		524		208		143		351				Cardiac Rhythm Management	312		199		512		275		190		465
Electrophysiology	Electrophysiology	34		62		95		22		30		51				Electrophysiology	32		55		86		33		43		76
Neuromodulation	Neuromodulation	194		53		247		100		23		122				Neuromodulation	175		46		221		176		41		216
Interventional Cardiology	Interventional Cardiology	398		392		790		189		306		495				Interventional Cardiology	376		368		744		255		331		586
Peripheral Interventions	Peripheral Interventions	260		213		473		189		151		340				Peripheral Interventions	250		202		452		236		179		416
Specialty Pharmaceuticals	Specialty Pharmaceuticals	0		0		0		60		8		68				Specialty Pharmaceuticals	—		—		—		65		10		74
Net Sales	Net Sales	$	1,800	$	1,277	$	3,077	$	1,118	$	885	$	2,003			Net Sales	$	1,726	$	1,206	$	2,932	$	1,560	$	1,098	$	2,659

On March 1, 2021, we completed the divestiture of the Specialty Pharmaceuticals business. Our consolidated net sales for the first ~~six~~nine months of 2021 include Specialty Pharmaceuticals up to the date of the closing of the transaction.

Six Months Ended June 30,
2021 2020
Businesses U.S. Int'l Total U.S. Int'l Total
Endoscopy $ 596 $ 454 $ 1,050 $ 445 $ 345 $ 790
Urology and Pelvic Health 542 216 758 400 161 560
Cardiac Rhythm Management 590 403 993 463 325 788
Electrophysiology 64 115 179 53 72 126
Neuromodulation 345 99 444 250 63 313
Interventional Cardiology 741 745 1,486 486 642 1,128
Peripheral Interventions 498 407 906 413 319 732
Specialty Pharmaceuticals 10 4 13 97 12 109
Net Sales $ 3,386 $ 2,443 $ 5,829 $ 2,607 $ 1,939 $ 4,546

Three Months Ended June 30, Six Months Ended June 30,
Geographic Regions 2021 2020 2021 2020
U.S. $ 1,800 $ 1,058 $ 3,376 $ 2,510
EMEA (Europe, Middle East and Africa) 662 416 1,266 968
APAC (Asia-Pacific) 520 410 994 819
LACA (Latin America and Canada) 95 51 180 140
Medical Devices 3,077 1,935 5,816 4,437
U.S. 0 60 10 97
International 0 8 4 12
Specialty Pharmaceuticals 0 68 13 109
Net Sales $ 3,077 $ 2,003 $ 5,829 $ 4,546
Emerging Markets(1)
$ 359 $ 268 $ 676 $ 542

3433

Table of Contents


	Nine Months Ended September 30,
	2021						2020
Businesses	U.S.		Int'l		Total		U.S.		Int'l		Total
Endoscopy	$	902	$	681	$	1,583	$	715	$	550	$	1,265
Urology and Pelvic Health	817		325		1,142		650		260		910
Cardiac Rhythm Management	903		603		1,505		738		515		1,253
Electrophysiology	96		169		265		86		116		202
Neuromodulation	520		145		666		426		103		529
Interventional Cardiology	1,117		1,113		2,230		741		973		1,714
Peripheral Interventions	748		609		1,358		649		499		1,148
Specialty Pharmaceuticals	10		4		13		162		21		183
Net Sales	$	5,112	$	3,649	$	8,761	$	4,167	$	3,037	$	7,204


	Three Months Ended September 30,				Nine Months Ended September 30,
Geographic Regions	2021		2020		2021		2020
U.S.	$	1,726	$	1,496	$	5,103	$	4,005
EMEA (Europe, Middle East and Africa)	590		540		1,855		1,507
APAC (Asia-Pacific)	517		472		1,511		1,292
LACA (Latin America and Canada)	99		77		279		217
Medical Devices	2,932		2,584		8,748		7,021
U.S.	—		65		10		162
International	—		10		4		21
Specialty Pharmaceuticals	—		74		13		183
Net Sales	$	2,932	$	2,659	$	8,761	$	7,204

Emerging Markets(1)	$	354	$	291	$	1,030	$	832

(1) We define Emerging Markets as the 20 countries that we believe have strong growth potential based on their economic conditions, healthcare sectors and our global capabilities. Periodically, we assess our list of Emerging Markets countries, and effective January 1, 2021, modified our list to include the following countries: Brazil, Chile, China, Colombia, Czech Republic, India, Indonesia, Malaysia, Mexico, Philippines, Poland, Russia, Saudi Arabia, Slovakia, South Africa, South Korea, Taiwan, Thailand, Turkey and Vietnam. We have revised prior period amounts to conform to the current year's presentation which had an immaterial impact on previously reported Emerging Markets net sales.

Deferred Revenue

Contract liabilities are classified within Other current liabilities and Other long-term liabilities in our accompanying unaudited consolidated balance sheets. Our deferred revenue balance was ~~$424~~$455 million as of ~~June~~September 30, 2021 and $395 million as of December 31, 2020. Our contractual liabilities are primarily composed of deferred revenue related to the LATITUDE™ Patient Management System within our Cardiac Rhythm Management (CRM) business, for which revenue is recognized over the average service period based on device and patient longevity. Our contractual liabilities also include deferred revenue related to the LUX-Dx™ Insertable Cardiac Monitor (ICM) system, also within our CRM business, for which revenue is recognized over the average service period based on device longevity and usage. We recognized revenue of ~~$38~~$39 million in the ~~second~~third quarter and ~~$74~~$113 million in the first ~~six~~nine months of 2021 that was included in the above contract liability balance as of December 31, 2020. We have elected not to disclose the transaction price allocated to unsatisfied performance obligations when the original expected contract duration is one year or less. In addition, we have not identified material unfulfilled performance obligations for which revenue is not currently deferred.

Table of Contents

Variable Consideration

We generally allow our customers to return defective, damaged and, in certain cases, expired products for credit. We base our estimate for sales returns upon historical trends and record the amount as a reduction to revenue when we sell the initial product. In addition, we may allow customers to return previously purchased products for next-generation product offerings. For these transactions, we defer recognition of revenue on the sale of the earlier generation product based upon an estimate of the amount of product to be returned when the next-generation products are shipped to the customer. Uncertain timing of next-generation product approvals, variability in product launch strategies, product recalls and variation in product utilization all affect our estimates related to sales returns and could cause actual returns to differ from these estimates.

We also offer sales rebates and discounts to certain customers. We treat sales rebates and discounts as a reduction of revenue and classify the corresponding liability as current. We estimate rebates for products where there is sufficient historical information available to predict the volume of expected future rebates. If we are unable to reasonably estimate the expected rebates, we record a liability for the maximum rebate percentage offered. We have entered certain agreements with group purchasing organizations to sell our products to participating hospitals at negotiated prices. We recognize revenue from these agreements following the same revenue recognition criteria discussed above.

NOTE M – CHANGES IN OTHER COMPREHENSIVE INCOME

The following tables provide the reclassifications out of Other comprehensive income (loss), net of tax:

(in millions) Foreign Currency Translation Adjustments Net Change in Derivative Financial Instruments Net Change in Defined Benefit Pensions and Other Items Total
Balance as of March 31, 2021 $ 134 $ 165 $ (45) $ 254
Other comprehensive income (loss) before reclassifications 5 (12) (0) (8)
(Income) loss amounts reclassified from accumulated other comprehensive income (3) (6) 0 (9)
Total other comprehensive income (loss) 2 (18) 0 (16)
Balance as of June 30, 2021 $ 136 $ 146 $ (46) $ 237

Three Months Ended September 30


(in millions)	Foreign Currency Translation Adjustments		Net Change in Derivative Financial Instruments		Net Change in Defined Benefit Pensions and Other Items		Total
Balance as of June 30, 2021	$	136	$	146	$	(46)	$	237
Other comprehensive income (loss) before reclassifications	(47)		61		—		14
(Income) loss amounts reclassified from accumulated other comprehensive income	(2)		(11)		—		(13)
Total other comprehensive income (loss)	(49)		50		—		1
Balance as of September 30, 2021	$	88	$	196	$	(46)	$	238


(in millions)	Foreign Currency Translation Adjustments		Net Change in Derivative Financial Instruments		Net Change in Defined Benefit Pensions and Other Items		Total
Balance as of June 30, 2020	$	(46)	$	222	$	(45)	$	131
Other comprehensive income (loss) before reclassifications	88		(50)		—		38
(Income) loss amounts reclassified from accumulated other comprehensive income	(5)		(14)		—		(19)
Total other comprehensive income (loss)	84		(64)		—		20
Balance as of September 30, 2020	$	38	$	158	$	(45)	$	151

Table of Contents

(in millions) Foreign Currency Translation Adjustments Net Change in Derivative Financial Instruments Net Change in Defined Benefit Pensions and Other Items Total
Balance as of March 31, 2020 $ (35) $ 248 $ (45) $ 168
Other comprehensive income (loss) before reclassifications (6) (6) 0 (12)
(Income) loss amounts reclassified from accumulated other comprehensive income (5) (20) 0 (25)
Total other comprehensive income (loss) (11) (26) 0 (37)
Balance as of June 30, 2020 $ (46) $ 222 $ (45) $ 131
Nine Months Ended September 30


(in millions)	(in millions)	Foreign Currency Translation Adjustments		Net Change in Derivative Financial Instruments		Net Change in Defined Benefit Pensions and Other Items		Total		(in millions)	Foreign Currency Translation Adjustments		Net Change in Derivative Financial Instruments		Net Change in Defined Benefit Pensions and Other Items		Total
Balance as of December 31, 2020	Balance as of December 31, 2020	$	218	$	36	$	(47)	$	207	Balance as of December 31, 2020	$	218	$	36	$	(47)	$	207
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	53		121		1		174		Other comprehensive income (loss) before reclassifications	5		182		1		188
(Income) loss amounts reclassified from accumulated other comprehensive income(1)	(Income) loss amounts reclassified from accumulated other comprehensive income(1)	(134)		(10)		0		(144)		(Income) loss amounts reclassified from accumulated other comprehensive income(1)	(135)		(21)		—		(157)
Total other comprehensive income (loss)	Total other comprehensive income (loss)	(81)		111		1		30		Total other comprehensive income (loss)	(130)		161		1		31
Balance as of June 30, 2021		$	136	$	146	$	(46)	$	237
Balance as of September 30, 2021										Balance as of September 30, 2021	$	88	$	196	$	(46)	$	238

(1) In connection with the completion of the divestiture of the Specialty Pharmaceuticals business in the first quarter of 2021, we released $127 million of cumulative translation adjustments associated with the disposed business from Accumulated other comprehensive income (loss), net of tax.


(in millions)	(in millions)	Foreign Currency Translation Adjustments		Net Change in Derivative Financial Instruments		Net Change in Defined Benefit Pensions and Other Items		Total		(in millions)	Foreign Currency Translation Adjustments		Net Change in Derivative Financial Instruments		Net Change in Defined Benefit Pensions and Other Items		Total
Balance as of December 31, 2019	Balance as of December 31, 2019	$	142	$	173	$	(45)	$	270	Balance as of December 31, 2019	$	142	$	173	$	(45)	$	270
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	(178)		86		0		(92)		Other comprehensive income (loss) before reclassifications	(90)		36		—		(54)
(Income) loss amounts reclassified from accumulated other comprehensive income	(Income) loss amounts reclassified from accumulated other comprehensive income	(9)		(37)		0		(47)		(Income) loss amounts reclassified from accumulated other comprehensive income	(14)		(52)		—		(65)
Total other comprehensive income (loss)	Total other comprehensive income (loss)	(187)		48		0		(139)		Total other comprehensive income (loss)	(104)		(15)		—		(119)
Balance as of June 30, 2020		$	(46)	$	222	$	(45)	$	131
Balance as of September 30, 2020										Balance as of September 30, 2020	$	38	$	158	$	(45)	$	151

Refer to Note D – Hedging Activities and Fair Value Measurements for further detail on our net investment hedges recorded in Foreign currency translation adjustments and our cash flow hedges recorded in Net change in derivative financial instruments.

The gains and losses on defined benefit and pension items before reclassifications and gains and losses on defined benefit and pension items reclassified from Accumulated other comprehensive income (loss), net of tax were reduced by immaterial income tax impacts in the ~~second~~third quarter and first ~~six~~nine months of 2021 and 2020.

Table of Contents

NOTE N – NEW ACCOUNTING PRONOUNCEMENTS

Periodically, new accounting pronouncements are issued by the FASB or other standard setting bodies. Recently issued standards typically do not require adoption until a future effective date. Prior to their effective date, we evaluate the pronouncements to determine the potential effects of adoption on our accompanying unaudited consolidated financial statements. During the first quarter of 2021, we implemented the following standards, which did not have a material impact on our financial position and results of operations.

ASC Update No. 2020-10

In October 2020, the FASB issued ASC Update No. 2020-10, Codification Improvements. Update No. 2020-10 amends a wide variety of Topics in the Codification in order to improve the consistency of the Codification and the application thereof, while leaving Generally Accepted Accounting Principles unchanged.

ASC Update No. 2020-06

In August 2020, the FASB issued ASC Update No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in Update No. 2020-06 simplify the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exception for contracts in an entity’s own equity.

ASC Update No. 2019-12

In December 2019, the FASB issued ASC Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The purpose of Update No. 2019-12 is to continue the FASB’s Simplification Initiative to reduce complexity in accounting standards. The amendments in Update No. 2019-12 simplify the accounting for income taxes by removing certain exceptions related to the incremental approach for intraperiod tax allocation, the requirement to recognize or derecognize deferred tax liabilities related to equity method investments that are also foreign subsidiaries, and the methodology for calculating income taxes in an interim period. In addition to removing these exceptions, Update No. 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes.

Standards to be Implemented

ASC Update No. 2021-08

In October 2021, the FASB issued ASC Update No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in Update No. 2021-08 improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. Update No. 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, and we plan to adopt Update No. 2021-08 during the fourth quarter of 2021. We have the option to apply the amendments retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early adoption, or prospectively. We do not expect the adoption to have a material effect on our financial position or results of operations.

ASC Update No. 2021-05

In July 2021, the FASB issued ASC Update No. 2021-05, Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments. The amendments in Update No. 2021-05 revise lessor lease classification guidance and require accounting for certain leases with variable lease payments that do not depend on a reference index or rate as operating leases. Such classification is required if the lease would have been classified as a sales-type or direct financing lease in accordance with guidance in FASB ASC Topic 842 and the lessor would have otherwise recognized a day-one loss. Update No. 2021-05 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. We have the option to apply the amendments retrospectively to leases that commenced or were modified on or after the adoption of FASB ASC Topic 842, or prospectively. We ~~are currently in the process of determining the effect that~~do not expect the adoption ~~will~~to have a material impact on our financial position ~~and~~or results of operations.

Table of Contents

No other new accounting pronouncements issued or effective in the period had or are expected to have a material impact on our accompanying unaudited consolidated financial statements.

3738

Table of Contents

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

Boston Scientific Corporation is a global developer, manufacturer and marketer of medical devices that are used in a broad range of interventional medical specialties. Our mission is to transform lives through innovative medical solutions that improve the health of patients around the world. As a medical technology leader for more than 40 years, we have advanced the practice of less-invasive medicine by helping physicians and other medical professionals diagnose and treat a wide range of diseases and medical conditions and improve patients’ quality of life by providing alternatives to surgery and other medical procedures that are typically traumatic to the body. Our net sales have increased substantially since our formation, fueled in part by strategic acquisitions designed to improve our ability to take advantage of growth opportunities in the medical device industry and to build diversified portfolios within our core businesses. We advance science for life by providing a broad range of high performance solutions to address unmet patient needs and reduce the cost of healthcare. When used in this report, the terms, "we," "us," "our," and "the Company" mean Boston Scientific Corporation and its divisions and subsidiaries.

COVID-19 Pandemic

In December 2019, the novel strain of coronavirus (SARS-Cov-2), and its disease commonly known as COVID-19 (COVID-19), was reported in China and has since widely impacted the global public health and economic environment. In March 2020, the World Health Organization (WHO) declared COVID-19, including all additional variations and strains thereof, a global pandemic (COVID-19 pandemic). While the majority of procedures using our products are deferrable, most of the conditions that we treat are generally fairly acute and cannot be deferred for extended periods. As the pandemic spread worldwide and with COVID-19 cases confirmed in all major geographies, many elective and semi-emergent procedures were postponed, enabling hospital staff to focus critical resources on caring for COVID-19 patients.

The ongoing COVID-19 pandemic and accompanying restrictions negatively impacted our net sales and our results of operations beginning in March 2020. We experienced ~~sequential~~ improvement in our global sales trends beginning in the third quarter of 2020 which continued through the ~~second~~third quarter of 2021, as procedure volumes resumed and referral rates improved. During the ~~second~~third quarter of 2021, as the ~~resumption of~~more contagious Delta variant strain surged globally, elective procedures ~~strengthened~~were unfavorably impacted in certain regions, particularly in the U.S. ~~and~~, while they improved in many parts of the globe as COVID-19 vaccines were increasingly made available. However, COVID-19 cases ~~continue to rise~~persist in many locations around the world where vaccination rates remain low and new, more contagious variant strains of COVID-19 have emerged, resulting in continued restrictions. In particular, certain countries within our Asia Pacific region, including India and Japan, as well as Latin America have been significantly impacted. These restrictions continued to negatively impact our net sales in the first ~~six~~nine months of 2021. The timing and success of efforts to distribute and administer COVID-19 vaccines to these locations and to broad portions of the worldwide population, enabling widespread immunity to COVID-19, will continue to have an impact on the duration and extent of the pandemic and its effect on demand for our products.

Because the severity, magnitude, and duration of the COVID-19 pandemic and its economic consequences continue to be uncertain, the pandemic’s impact on our operations and financial performance, as well as its impact on our ability to execute our business strategies and initiatives successfully, remains uncertain and difficult to predict. Procedural delays from the further resurgence of COVID-19 infections and the emergence of new, more contagious variant strains of COVID-19, as well as labor shortages within healthcare facilities, have and may continue to negatively impact demand for our products, net sales, gross profit margin and operating expenses as a percentage of net ~~sales in 2021.~~sales. In addition, conditions created by the COVID-19 pandemic, the economic recovery that has followed in many areas and other macroeconomic factors have led to a challenging labor market in which we compete, which ~~may affect~~affects our ability to retain and attract new talent ~~and~~as well as put inflationary pressure on certain operational costs due to wage increases. Further, we face and may continue to face, increases in the cost and limited availability of raw materials, components and other inputs necessary to manufacture and distribute our products due to constraints within the global supply ~~constraints.~~chain, as well as increases in the cost and time to distribute our products.

We continue to focus our efforts on the health and safety of patients, healthcare providers and employees, while executing our mission of transforming lives through innovative medical solutions to improve the health of patients around the world. Since the onset of the COVID-19 pandemic, our global crisis management team has focused on protecting our employees and customers, optimizing our operations and securing our supply chain. We have successfully implemented business continuity plans including establishing a medical advisory group for employees, leveraging work from home infrastructure to facilitate social distancing and accelerating capabilities to provide remote physician support. In certain locations where the COVID-19 transmission rates are low or moderate, as defined by public health experts, employees are returning to the office. We will continue to be guided by our values and mission and monitor our return-to-office strategy based on science and data for the

Table of Contents

health and safety of our employees. While we expect the COVID-19 pandemic will continue to negatively impact our 2021 performance to an extent, we continue to believe our long-term fundamentals remain strong and we will manage through these challenges with strategic focus and the winning spirit of our global team.

~~Table of Contents~~

Corporate Sustainability

Our sustainable economic, environmental and social practices underpin all aspects of our global business. Our approach is aligned with the United Nations Sustainable Development Goals and our material topics and practices are informed by a broad range of internal and external stakeholders – locally, nationally and globally. Our employees around the world work with suppliers and other organizations that share our commitment to these practices that help address issues related to health inequity, economic disparity, climate change and environmental protection. These efforts are supported by our cross-functional Corporate Social Responsibility Council, our Environmental Health and Safety teams and policies, our Global Council for Inclusion, as well as local, regional and national employee and community programs. Key examples of our programs include setting measurable, transparent diversity, equity and inclusion (DE&I) goals. Our “3UP by 2023” initiative furthers our focus on increasing the representation of women and multicultural talent at the supervisor and manager level by three percentage points or more by December 31, 2022. Our DE&I progress has been recognized in 2021 when we were ranked in the Top 10 America's Best Employers for Diversity by Forbes, named on the JUST Capital Top 100 list of Companies Supporting Healthy Families and Communities and recognized as a "Best Place to Work for Disability Inclusion", achieving top marks on Disability:IN’s 2021 Disability Equality Index (DEI). We are also proactively addressing ways to minimize energy consumption, carbon emissions, waste management and water use. We are focused on a “C3” strategy: Cutting energy use, Converting to renewable energy sources and Compensating with carbon offset projects where needed. We are on track ~~with our commitment~~ to carbon neutrality in our manufacturing and key distribution sites by 2030, and expect to fully source or generate ~~100 percent of~~our electricity from renewable sources by ~~2024, and have already achieved our interim goal of 50 percent.~~

2024.

Financial Summary

Three Months Ended ~~June~~September 30, 2021

Our net sales for the ~~second~~third quarter of 2021 were ~~$3.077~~$2.932 billion, as compared to ~~$2.003~~$2.659 billion for the ~~second~~third quarter of 2020. This increase of ~~$1.074 billion,~~$274 million, or ~~53.6~~10.3 percent, included operational net sales growth of ~~49.6~~9.7 percent and the positive impact of ~~400~~60 basis points from foreign currency fluctuations, and includes net sales from ~~Preventice Solutions, Inc. (Preventice)~~our recent acquisitions following the ~~completion~~respective dates of ~~the acquisition on March 1, 2021.~~acquisition.1 The increase in our net sales was ~~significantly~~primarily driven by the recovery of elective and semi-emergent procedure volumes compared to the prior year when the COVID-19 pandemic had ~~peak~~significant impact on our net sales. Refer to Quarterly Results and Business Overview for a discussion of our net sales by global business.

Our reported net income available to common stockholders for the ~~second~~third quarter of 2021 was ~~$172~~$405 million, or ~~$0.12~~$0.28 per diluted share. Our reported results for the ~~second~~third quarter of 2021 included certain charges and/or credits totaling ~~$405~~$176 million (after-tax), or ~~$0.28~~$0.12 per diluted share. Excluding these items, adjusted net income available to common stockholders for the ~~second~~third quarter of 2021 was ~~$577~~$581 million, or ~~$0.40~~$0.41 per diluted share.1, 2

Our reported net loss available to common stockholders for the ~~second~~third quarter of 2020 was ~~$153~~$169 million, or ~~$(0.11)~~$(0.12) per diluted share. Our reported results for the ~~second~~third quarter of 2020 included certain charges and/or credits totaling ~~$273~~$698 million (after-tax), or ~~$0.19~~$0.48 per diluted share. Excluding these items, adjusted net income available to common stockholders for the ~~second~~third quarter of 2020 was ~~$120~~$530 million, or ~~$0.08~~$0.37 per diluted share.1

1Operational net sales growth rates, which exclude the impact of foreign currency fluctuations, and other adjusted measures, which exclude certain items required by generally accepted accounting principles in the United States (U.S. GAAP) are not prepared in accordance with U.S. GAAP and should not be considered in isolation from, or as a replacement for, the most directly comparable GAAP measure. Refer to Additional Information for a discussion of management’s use of these non-GAAP financial measures.

2In May 2020, we completed an offering of 10,062,500 shares of 5.50% Mandatory Convertible Preferred Stock, Series A (MCPS) at a price to the public and liquidation preference of $100 per share. Refer to the reconciliations below for the impact of the MCPS cumulative preferred stock dividends on our calculations of earnings per share (EPS).

3940

Table of Contents

The following is a reconciliation of our results of operations prepared in accordance with U.S. GAAP to those adjusted results considered by management. Refer to Quarterly Results and Business Overview and Additional Information for a discussion of these reconciling items:


		Three Months Ended June 30, 2021				Three Months Ended September 30, 2021
(in millions, except per share data)	(in millions, except per share data)	Earnings		Impact per Share(3)			(in millions, except per share data)	Income (Loss) Before Income Taxes		Income Tax Expense (Benefit)		Net Income (Loss)		Preferred Stock Dividends		Net Income (Loss) Available to Common Stockholders		Impact per Share(3)
Reported Net income (loss)		$	186
Reported Preferred stock dividends		(14)
Reported Net income (loss) available to common stockholders		$	172	$	0.12
Reported							Reported	$	483	$	64	$	419	$	(14)	$	405	$	0.28
Non-GAAP adjustments:	Non-GAAP adjustments:						Non-GAAP adjustments:
Amortization expense	Amortization expense	161		0.11			Amortization expense	184		16		168		—		168		0.12
Intangible asset impairment charges	Intangible asset impairment charges	39		0.03			Intangible asset impairment charges	128		19		109		—		109		0.08
Acquisition/divestiture-related net charges (credits)	Acquisition/divestiture-related net charges (credits)	(65)		(0.05)			Acquisition/divestiture-related net charges (credits)	(232)		(2)		(230)		—		(230)		(0.16)
Restructuring and restructuring-related net charges (credits)	Restructuring and restructuring-related net charges (credits)	35		0.02			Restructuring and restructuring-related net charges (credits)	44		5		39		—		39		0.03
Litigation-related net charges (credits)	Litigation-related net charges (credits)	229		0.16			Litigation-related net charges (credits)	—		—		—		—		—		(0.00)
Investment portfolio net losses (gains)	Investment portfolio net losses (gains)	5		0.00			Investment portfolio net losses (gains)	26		8		19		—		19		0.01
European Union (EU) Medical device regulation (MDR) implementation costs	European Union (EU) Medical device regulation (MDR) implementation costs	11		0.01			European Union (EU) Medical device regulation (MDR) implementation costs	13		1		12		—		12		0.01

Deferred tax expenses (benefits)	Deferred tax expenses (benefits)	25		0.02			Deferred tax expenses (benefits)	—		(43)		43		—		43		0.03
Discrete tax items	Discrete tax items	(35)		(0.02)			Discrete tax items	—		(17)		17		—		17		0.01
Adjusted net income (loss) available to common stockholders		$	577	$	0.40
Adjusted							Adjusted	$	646	$	51	$	595	$	(14)	$	581	$	0.41

(3) For the ~~second~~third quarter of 2021, the effect of assuming the conversion of MCPS into shares of common stock was anti-dilutive, and therefore excluded from the calculation of EPS. Accordingly, GAAP Net income and Adjusted net income were reduced by cumulative Preferred stock dividends, as presented in our unaudited consolidated statements of operations, for purposes of calculating GAAP Net income available to common stockholders.


		Three Months Ended June 30, 2020					Three Months Ended September 30, 2020
(in millions, except per share data)	(in millions, except per share data)	Earnings		Impact per Share(4)		(in millions, except per share data)	Income (Loss) Before Income Taxes		Income Tax Expense (Benefit)		Net Income (Loss)		Preferred Stock Dividends		Net Income (Loss) Available to Common Stockholders		Impact per Share(4)
Reported Net income (loss)		$	(147)
Reported Preferred stock dividends		(5)
Reported Net income (loss) available to common stockholders		$	(153)	$	(0.11)
Reported						Reported	$	(227)	$	(72)	$	(155)	$	(14)	$	(169)	$	(0.12)
Non-GAAP adjustments:	Non-GAAP adjustments:					Non-GAAP adjustments:
Amortization expense	Amortization expense	177		0.12		Amortization expense	197		21		176		—		176		0.12
Intangible asset impairment charges	Intangible asset impairment charges	27		0.02		Intangible asset impairment charges	219		30		189		—		189		0.13
Acquisition/divestiture-related net charges (credits)	Acquisition/divestiture-related net charges (credits)	50		0.04		Acquisition/divestiture-related net charges (credits)	111		24		87		—		87		0.06
Restructuring and restructuring-related net charges (credits)	Restructuring and restructuring-related net charges (credits)	20		0.01		Restructuring and restructuring-related net charges (credits)	23		3		21		—		21		0.01

Litigation-related net charges (credits)						Litigation-related net charges (credits)	260		5		255		—		255		0.18
Investment portfolio net losses (gains)						Investment portfolio net losses (gains)	(65)		(15)		(50)		—		(50)		(0.03)
European Union (EU) Medical device regulation (MDR) implementation costs	European Union (EU) Medical device regulation (MDR) implementation costs	6		0.00		European Union (EU) Medical device regulation (MDR) implementation costs	8		1		7		—		7		0.00
Deferred tax expenses (benefits)	Deferred tax expenses (benefits)	(18)		(0.01)		Deferred tax expenses (benefits)	—		(18)		18		—		18		0.01
Discrete tax items	Discrete tax items	11		0.01		Discrete tax items	—		3		(3)		—		(3)		(0.00)
Adjusted net income (loss) available to common stockholders		$	120	$	0.08
Adjusted						Adjusted	$	525	$	(18)	$	543	$	(14)	$	530	$	0.37

(4) For the ~~second~~third quarter of 2020, the effect of assuming the conversion of MCPS into shares of common stock was anti-dilutive, and therefore excluded from the calculation of EPS. Accordingly, GAAP Net loss and Adjusted net loss were reduced by cumulative Preferred stock dividends, as presented in our unaudited consolidated statements of operations, for purposes of calculating EPS. We have assumed dilution of ~~12.6~~13.6 million common stock equivalents related to employee stock options for all or a portion of the non-GAAP adjustments, which were anti-dilutive for GAAP purposes due to our Net loss position.

4041

Table of Contents

~~Six~~Nine Months Ended ~~June~~September 30, 2021

Our net sales for the first ~~six~~nine months of 2021 were ~~$5.829~~$8.761 billion, as compared to ~~$4.546~~$7.204 billion for the first ~~six~~nine months of 2020. This increase of ~~$1.283~~$1.557 billion, or ~~28.2~~21.6 percent, included operational net sales growth of ~~25.0~~19.3 percent and the positive impact of ~~320~~230 basis points from foreign currency fluctuations, and includes net sales from ~~Preventice~~our recent acquisitions following the ~~completion~~date of ~~the acquisition on March 1, 2021.~~acquisition. The increase in our net sales was ~~significantly~~primarily driven by the recovery of elective and semi-emergent procedure volumes compared to the prior year when the COVID-19 pandemic had ~~peak~~significant impact on our net sales. Refer to Quarterly Results and Business Overview for a discussion of our net sales by global business.

Our reported net income available to common stockholders for the first ~~six~~nine months of 2021 was ~~$500~~$905 million, or ~~$0.35~~$0.63 per diluted share. Our reported results for the first ~~six~~nine months of 2021 included certain charges and/or credits totaling ~~$602~~$778 million (after-tax), or ~~$0.42~~$0.54 per diluted share. Excluding these items, adjusted net income available to common stockholders for the first ~~six~~nine months of 2021 was ~~$1.102~~$1.683 billion, or ~~$0.77~~$1.17 per diluted share.

Our reported net loss available to common stockholders for the first ~~six~~nine months of 2020 was ~~$142~~$311 million, or ~~$(0.10)~~$(0.22) per diluted share. Our reported results for the first ~~six~~nine months of 2020 included certain charges and/or credits totaling ~~$653 million~~$1.351 billion (after-tax), or ~~$0.46~~$0.95 per diluted share. Excluding these items, adjusted net income available to common stockholders for the first ~~six~~nine months of 2020 was ~~$511 million,~~$1.040 billion, or ~~$0.36~~$0.73 per diluted share.


		Six Months Ended June 30, 2021					Nine Months Ended September 30, 2021
(in millions, except per share data)	(in millions, except per share data)	Earnings		Impact per Share(5)		(in millions, except per share data)	Income (Loss) Before Income Taxes		Income Tax Expense (Benefit)		Net Income (Loss)		Preferred Stock Dividends		Net Income (Loss) Available to Common Stockholders		Impact per Share(5)
Reported Net income (loss)		$	527
Reported Preferred stock dividends		(28)
Reported Net income (loss) available to common stockholders		$	500	$	0.35
Reported						Reported	$	957	$	10	$	946	$	(42)	$	905	$	0.63
Non-GAAP adjustments:	Non-GAAP adjustments:					Non-GAAP adjustments:
Amortization expense	Amortization expense	328		0.23		Amortization expense	549		53		496		—		496		0.35
Intangible asset impairment charges	Intangible asset impairment charges	39		0.03		Intangible asset impairment charges	173		25		148		—		148		0.10
Acquisition/divestitures-related net charges (credits)		(219)		(0.15)
Acquisition/divestiture-related net charges (credits)						Acquisition/divestiture-related net charges (credits)	(444)		5		(449)		—		(449)		(0.31)
Restructuring and restructuring-related net charges (credits)	Restructuring and restructuring-related net charges (credits)	79		0.05		Restructuring and restructuring-related net charges (credits)	133		15		118		—		118		0.08
Litigation-related net charges (credits)	Litigation-related net charges (credits)	233		0.16		Litigation-related net charges (credits)	302		69		233		—		233		0.16

Investment portfolio net losses (gains)	Investment portfolio net losses (gains)	117		0.08		Investment portfolio net losses (gains)	178		43		136		—		136		0.09
European Union (EU) Medical device regulation (MDR) implementation costs	European Union (EU) Medical device regulation (MDR) implementation costs	20		0.01		European Union (EU) Medical device regulation (MDR) implementation costs	35		3		32		—		32		0.02

Deferred tax expenses (benefits)	Deferred tax expenses (benefits)	43		0.03		Deferred tax expenses (benefits)	—		(86)		86		—		86		0.06
Discrete tax items	Discrete tax items	(38)		(0.03)		Discrete tax items	—		21		(21)		—		(21)		(0.01)
Adjusted net income (loss) available to common stockholders		$	1,102	$	0.77
Adjusted						Adjusted	$	1,883	$	158	$	1,725	$	(42)	$	1,683	$	1.17

(5) For the first ~~six~~nine months of 2021, the effect of assuming the conversion of MCPS into shares of common stock was anti-dilutive, and therefore excluded from the calculation of EPS. Accordingly, GAAP Net loss and Adjusted net income were reduced by cumulative Preferred stock dividends, as presented in our unaudited consolidated statements of operations, for purposes of calculating GAAP Net income available to common stockholders.

4142

Table of Contents


		Six Months Ended June 30, 2020					Nine Months Ended September 30, 2020
(in millions, except per share data)	(in millions, except per share data)	Earnings		Impact per Share(6)		(in millions, except per share data)	Income (Loss) Before Income Taxes		Income Tax Expense (Benefit)		Net Income (Loss)		Preferred Stock Dividends		Net Income (Loss) Available to Common Stockholders		Impact per Share(6)
Reported Net income (loss)		$	(137)
Reported Preferred stock dividends		(5)
Reported Net income (loss) available to common stockholders		$	(142)	$	(0.10)
Reported						Reported	$	(386)	$	(94)	$	(292)	$	(19)	$	(311)	$	(0.22)
Non-GAAP adjustments:	Non-GAAP adjustments:					Non-GAAP adjustments:
Amortization expense	Amortization expense	356		0.25		Amortization expense	595		62		533		—		533		0.38
Intangible asset impairment charges	Intangible asset impairment charges	195		0.14		Intangible asset impairment charges	452		68		384		—		384		0.27
Acquisition-related net charges (credits)		13		0.01
Acquisition/divestiture-related net charges (credits)						Acquisition/divestiture-related net charges (credits)	148		48		100		—		100		0.07
Restructuring and restructuring-related net charges (credits)	Restructuring and restructuring-related net charges (credits)	45		0.03		Restructuring and restructuring-related net charges (credits)	77		10		66		—		66		0.05

Litigation-related net charges (credits)						Litigation-related net charges (credits)	260		5		255		—		255		0.18
Investment portfolio net losses (gains)						Investment portfolio net losses (gains)	(65)		(15)		(50)		—		(50)		(0.04)
European Union (EU) Medical device regulation (MDR) implementation costs	European Union (EU) Medical device regulation (MDR) implementation costs	11		0.01		European Union (EU) Medical device regulation (MDR) implementation costs	20		2		17		—		17		0.01
Deferred tax expenses (benefits)	Deferred tax expenses (benefits)	8		0.01		Deferred tax expenses (benefits)	—		(26)		26		—		26		0.02
Discrete tax items	Discrete tax items	24		0.02		Discrete tax items	—		(20)		20		—		20		0.01
Adjusted net income (loss) available to common stockholders		$	511	$	0.36
Adjusted						Adjusted	$	1,100	$	41	$	1,059	$	(19)	$	1,040	$	0.73

(6) For the first ~~six~~nine months of 2020, the effect of assuming the conversion of MCPS into shares of common stock was anti-dilutive, and therefore excluded from the calculation of EPS. Accordingly, GAAP Net loss and Adjusted net income were reduced by cumulative Preferred stock dividends, as presented in our unaudited consolidated statements of operations, for purposes of calculating EPS. We have assumed dilution of ~~14.4~~14.1 million common stock equivalents related to employee stock options for all or a portion of the non-GAAP adjustments, which were anti-dilutive for GAAP purposes due to our Net loss position.

Cash provided by operating activities was ~~$927~~$1,392 million for the first ~~six~~nine months of 2021. As of ~~June~~September 30, 2021, we had total debt outstanding of ~~$9.109~~$9.085 billion net of unamortized debt issuance discounts and deferred financing costs, Cash and cash equivalents of ~~$2.675~~$1.947 billion and working capital of ~~$2.685~~$2.207 billion. Refer to Liquidity and Capital Resources for further discussion.

4243

Table of Contents

Quarterly Results and Business Overview

The following section describes our net sales and results of operations by reportable segment and business unit. For additional information on our businesses and product offerings, see Item 1. Business of our most recent Annual Report on Form 10-K.


		Three Months Ended June 30,									Three Months Ended September 30,
(in millions)	(in millions)	2021		2020		Change	(in millions)	2021	2020				Change
Endoscopy	Endoscopy	$	551	$	348	58.5%				Endoscopy	$	533		$	475	12.1%
Urology and Pelvic Health	Urology and Pelvic Health	397		228		73.9%				Urology and Pelvic Health	384			350		9.9%
MedSurg	MedSurg	948		576		64.6%				MedSurg	917			825		11.2%
Cardiac Rhythm Management	Cardiac Rhythm Management	524		351		49.2%				Cardiac Rhythm Management	512			465		10.1%
Electrophysiology	Electrophysiology	95		51		85.8%				Electrophysiology	86			76		13.6%
Neuromodulation	Neuromodulation	247		122		101.5%				Neuromodulation	221			216		2.4%
Rhythm and Neuro	Rhythm and Neuro	866		525		65.0%				Rhythm and Neuro	819			757		8.2%
Interventional Cardiology	Interventional Cardiology	790		495		59.8%				Interventional Cardiology	744			586		26.9%
Peripheral Interventions	Peripheral Interventions	473		340		39.1%				Peripheral Interventions	452			416		8.8%
Cardiovascular	Cardiovascular	1,263		834		51.4%				Cardiovascular	1,196			1,002		19.4%
Medical Devices	Medical Devices	3,077		1,935		59.0%				Medical Devices	2,932			2,584		13.5%
Specialty Pharmaceuticals(7)	Specialty Pharmaceuticals(7)	—		68		(100.0)%				Specialty Pharmaceuticals(7)	—			74		(100.0)%
Net Sales	Net Sales	$	3,077	$	2,003	53.6%				Net Sales	$	2,932		$	2,659	10.3%


		Six Months Ended June 30,								Nine Months Ended September 30,
(in millions)	(in millions)	2021		2020		Change	(in millions)	2021		2020		Change
Endoscopy	Endoscopy	$	1,050	$	790	33.0%			Endoscopy	$	1,583	$	1,265	25.1%
Urology and Pelvic Health	Urology and Pelvic Health	758		560		35.2%			Urology and Pelvic Health	1,142		910		25.5%
MedSurg	MedSurg	1,808		1,350		33.9%			MedSurg	2,725		2,175		25.3%
Cardiac Rhythm Management	Cardiac Rhythm Management	993		788		26.0%			Cardiac Rhythm Management	1,505		1,253		20.1%
Electrophysiology	Electrophysiology	179		126		42.0%			Electrophysiology	265		202		31.4%
Neuromodulation	Neuromodulation	444		313		41.8%			Neuromodulation	666		529		25.7%
Rhythm and Neuro	Rhythm and Neuro	1,617		1,228		31.7%			Rhythm and Neuro	2,436		1,985		22.7%
Interventional Cardiology	Interventional Cardiology	1,486		1,128		31.7%			Interventional Cardiology	2,230		1,714		30.1%
Peripheral Interventions	Peripheral Interventions	906		732		23.7%			Peripheral Interventions	1,358		1,148		18.3%
Cardiovascular	Cardiovascular	2,392		1,860		28.6%			Cardiovascular	3,588		2,862		25.4%
Medical Devices	Medical Devices	5,816		4,437		31.1%			Medical Devices	8,748		7,021		24.6%
Specialty Pharmaceuticals(7)	Specialty Pharmaceuticals(7)	13		109		(87.8)%			Specialty Pharmaceuticals(7)	13		183		(92.7)%
Net Sales	Net Sales	$	5,829	$	4,546	28.2%			Net Sales	$	8,761	$	7,204	21.6%

(7) On March 1, 2021, we completed the divestiture of the Specialty Pharmaceuticals business. Our consolidated net sales include Specialty Pharmaceuticals up to the date of the closing of the transaction.

4344

Table of Contents

MedSurg

Endoscopy

Our Endoscopy business develops and manufactures devices to diagnose and treat a broad range of gastrointestinal (GI) and pulmonary conditions with innovative, less-invasive technologies. Our net sales of Endoscopy products were ~~$551~~$533 million for the ~~second~~third quarter of 2021 and ~~$1.050~~$1.583 billion for the first ~~six~~nine months of 2021 and represented 18 percent of our consolidated net sales in both the ~~second~~third quarter and first ~~six~~nine months of 2021. Our Endoscopy net sales increased ~~$203~~$57 million, or ~~58.5~~12.1 percent, in the ~~second~~third quarter of 2021 and increased ~~$260~~$318 million, or ~~33.0~~25.1 percent, in the first ~~six~~nine months of 2021, compared to the prior year periods. In the ~~second~~third quarter of 2021, this increase included operational net sales growth of ~~54.1~~11.4 percent and a positive impact of ~~440~~60 basis points from foreign currency fluctuations, compared to the prior year period. In the first ~~six~~nine months of 2021, this increase included operational net sales growth of ~~29.4~~22.6 percent and a positive impact of ~~360~~250 basis points from foreign currency fluctuations, compared to the prior year period. ~~This~~

Operational net sales growth in the third quarter and first nine months of 2021 was primarily driven by our biliary, single-use imaging, hemostasis and infection prevention franchises due to the recovery of elective and semi-emergent procedure volumes compared to the prior year, particularly in the first half, when the COVID-19 pandemic had ~~peak~~a significant negative impact on our net sales.

Urology and Pelvic Health

Our Urology and Pelvic Health business develops and manufactures devices to treat various urological and pelvic conditions for both male and female anatomies. Our net sales of Urology and Pelvic Health products were ~~$397~~$384 million for the ~~second~~third quarter of 2021 and ~~$758 million~~$1.142 billion for the first ~~six~~nine months of 2021, representing 13 percent of our consolidated net sales in both the ~~second~~third quarter and first ~~six~~nine months of 2021. Our Urology and Pelvic Health net sales increased ~~$169~~$35 million, or ~~73.9~~9.9 percent, in the ~~second~~third quarter of 2021 and increased ~~$197~~$232 million, or ~~35.2~~25.5 percent, in the first ~~six~~nine months of 2021, compared to the prior year periods. In the ~~second~~third quarter of 2021, this increase included operational net sales growth of ~~70.4~~9.4 percent and a positive impact of ~~350~~50 basis points from foreign currency fluctuations, compared to the prior year period. In the first nine months of 2021, this increase included operational net sales growth of 23.7 percent and a positive impact of 180 basis points from foreign currency fluctuations, compared to the prior year period.

Operational net sales growth included organic net sales growth of ~~70.8~~6.6 percent in the third quarter of 2021 and 23.6 percent in the first nine months of 2021, and the ~~unfavorable~~positive impact of 40280 basis points ~~from~~in the third quarter of 2021 and 20 basis points in the first nine months of 2021 due to our Lumenis, LTD. (Lumenis) acquisition and the divestiture of the Intrauterine Health business in the second quarter of 2020. In the ~~first six months~~third quarter of 2021, ~~this increase included operational~~we completed the acquisition of the global surgical business of Lumenis, a privately held company that develops and commercializes energy-based medical solutions, including innovative laser systems, fibers and accessories used for urology and otolaryngology procedures. Organic net sales growth of 32.7 percent and a positive impact of 250 basis points from foreign currency fluctuations, compared to the prior year period. Operational net sales growth included organic net sales growth of 34.3 percent and the negative impact of 160 basis points from the divestiture of the Intrauterine Health business in the second quarter of 2020. Organic growth was driven by our stone management ~~prosthetic urology~~ and prostate health franchises ~~in addition~~and, during the first nine months of 2021, our prosthetic urology franchise due to the recovery of elective and semi-emergent procedure volumes compared to the prior year when the COVID-19 pandemic had ~~peak~~a significant negative impact on our net sales.

Rhythm and Neuro

Cardiac Rhythm Management

Our Cardiac Rhythm Management (CRM) business develops and manufactures a variety of implantable devices that monitor the heart and deliver electricity to treat cardiac abnormalities. Our net sales of CRM products were ~~$524~~$512 million for the ~~second~~third quarter of 2021 and ~~$993 million~~$1.505 billion for the first ~~six~~nine months of 2021, representing 17 percent of our consolidated net sales in both the ~~second~~third quarter and first ~~six~~nine months of 2021. Our CRM net sales increased ~~$173~~$47 million, or ~~49.2~~10.1 percent, in the ~~second~~third quarter of 2021 and increased ~~$205~~$252 million, or ~~26.0~~20.1 percent, in the first ~~six~~nine months of 2021, compared to the prior year periods. In the ~~second~~third quarter of 2021, this increase included operational net sales growth of ~~44.9~~9.6 percent and a positive impact of ~~430~~50 basis points from foreign currency fluctuations, compared to the prior year period. In the first nine months of 2021, this increase included operational net sales growth of 17.7 percent and a positive impact of 240 basis points from foreign currency fluctuations, compared to the prior year period.

Operational net sales growth included organic net sales declines of (0.3) percent in the third quarter of 2021 and growth of ~~31.2~~8.8 percent for the first nine months of 2021, and the ~~favorable~~positive impact of ~~1380~~990 basis points in the third quarter of 2021 and 890 basis points for the first nine months of 2021 from the acquisition of Preventice ~~in the first quarter of 2021,~~Solutions, adding to our CRM business a full

Table of Contents

portfolio of mobile cardiac health solutions and services, ranging from ambulatory cardiac monitors, to cardiac event monitors and mobile cardiac telemetry. InDuring the third quarter of 2021, organic sales performance was driven by a decline in net sales from our defibrillator franchise partially offset by growth in our pacemaker franchise and cardiac diagnostics franchise, led by our LUX-Dx™ Insertable Cardiac Monitor (ICM) system. For the first ~~six~~nine months of 2021, this increase included operational net sales growth of 22.5 percent and a positive impact of 350 basis points from foreign currency fluctuations, compared to the prior year period. Operational net sales growth included organic ~~net sales growth of 14.2 percent and the positive impact of 830 basis points from the Preventice acquisition. Organic~~ net sales growth was attributable to our defibrillator and pacemaker franchises, due to the recovery of semi-emergent and emergent procedure volumes compared to the prior year, particularly in the first half, when the COVID-19 pandemic had ~~peak~~a significant negative impact on our net sales, as well as our cardiac diagnostics franchise, led by our ~~LUX-Dx™ Insertable Cardiac Monitor (ICM)~~ICM system.

Electrophysiology

Our Electrophysiology business develops and manufactures less-invasive medical technologies used in the diagnosis and treatment of rate and rhythm disorders of the heart. Our net sales of Electrophysiology products were ~~$95~~$86 million for the ~~second~~

~~Table of Contents~~

third quarter of 2021 and ~~$179~~$265 million for the first ~~six~~nine months of 2021, representing three percent of our consolidated net sales in both the ~~second~~third quarter and first ~~six~~nine months of 2021. Our Electrophysiology net sales increased ~~$44~~$10 million, or ~~85.8~~13.6 percent, in the ~~second~~third quarter of 2021 and increased ~~$53~~$63 million, or ~~42.0~~31.4 percent, in the first ~~six~~nine months of 2021, compared to the prior year periods. In the ~~second~~third quarter of 2021, this increase included operational net sales growth of ~~78.7~~13.2 percent and a positive impact of ~~710~~40 basis points from foreign currency fluctuations, compared to the prior year period. In the first ~~six~~nine months of 2021, this increase included operational net sales growth of ~~36.7~~27.8 percent and a positive impact of ~~530~~350 basis points from foreign currency fluctuations, compared to the prior year period. ~~This~~

Operational net sales growth was driven primarily by the recovery of elective procedure volumes compared to the prior year, particularly in the first half, when the COVID-19 pandemic had ~~peak~~a significant negative impact on our net sales, ~~and~~as well as the success of our ongoing POLARx™ Cryoablation System and Stablepoint Force-Sensing ~~catheter~~Catheter international launches. On August 6, 2021, we completed our acquisition of the remaining shares of Farapulse, Inc., a privately-held company that develops and commercializes a pulsed field ablation system, a non-thermal ablation treatment of atrial fibrillation and the only company with a commercially approved pulsed field ablation product in Europe, which will complement our existing electrophysiology portfolio.

Neuromodulation

Our Neuromodulation business develops and manufactures devices to treat various neurological movement disorders and manage chronic pain. Our net sales of Neuromodulation products were ~~$247~~$221 million for the ~~second~~third quarter of 2021 and ~~$444~~$666 million for the first ~~six~~nine months of 2021, representing eight percent of our consolidated net sales in both the ~~second~~third quarter and first ~~six~~nine months of 2021. Our Neuromodulation net sales increased ~~$124~~$5 million, or ~~101.5~~2.4 percent, in the ~~second~~third quarter of 2021 and increased ~~$131~~$136 million, or ~~41.8~~25.7 percent, in the first ~~six~~nine months of 2021, compared to the prior year periods. In the ~~second~~third quarter of 2021, this increase included operational net sales growth of ~~98.0~~2.1 percent and a positive impact of ~~360~~30 basis points from foreign currency fluctuations, compared to the prior year period. In the first ~~six~~nine months of 2021, this increase included operational net sales growth of ~~39.3~~24.1 percent and a positive impact of ~~250~~160 basis points from foreign currency fluctuations, compared to the prior year period. ~~This~~

Operational net sales growth was primarily driven by our spinal cord stimulation (SCS) systems, led by our next generation WaveWriter Alpha™ SCS ~~System~~System. During the first nine months of 2021, growth was driven by sales of both our SCS systems and our deep brain stimulation (DBS) systems, including our Vercise Genus™ DBS System, due to the recovery of elective procedure volumes in the first half of 2021 compared to the prior year when the COVID-19 pandemic had ~~peak~~a more significant negative impact on our net sales. During the third quarter of 2021, procedure volumes continued to be negatively impacted by the COVID-19 pandemic due to their elective nature.

Cardiovascular

Interventional Cardiology

Our Interventional Cardiology business develops and manufactures technologies for diagnosing and treating coronary artery disease and structural heart conditions. Our net sales of Interventional Cardiology products were ~~$790~~$744 million ~~or 26 percent of our consolidated net sales~~ for the ~~second~~third quarter of 2021 and ~~$1.486~~$2.230 billion orfor the first nine months of 2021, representing 25 percent of our consolidated net sales ~~for~~in both the third quarter and first ~~six~~nine months of 2021. Our Interventional Cardiology net sales increased ~~$296~~$158 million, or ~~59.8~~26.9 percent, in the ~~second~~third quarter of 2021 and increased ~~$358~~$516 million, or ~~31.7~~30.1 percent, in the first ~~six~~nine months of 2021, compared to the prior year periods. In the ~~second~~third quarter of 2021, this increase included operational net sales growth of ~~55.2~~26.0 percent and a positive impact of ~~460~~90 basis points from foreign currency fluctuations, compared to the prior year period. In the first ~~six~~nine months of 2021, this increase included operational net sales growth of ~~28.2~~27.4 percent and a positive impact of ~~350~~270 basis points from foreign currency fluctuations, compared to the prior year period. ~~This~~

In the third quarter and first nine months of 2021, operational net sales growth was driven by our ~~WATCHMAN™ FLX~~WATCHMAN FLX™ Left Atrial Appendage Closure Device, our percutaneous coronary intervention guidance (PCIG) franchise and our drug-eluting

Table of Contents

stent (DES) systems due to the recovery of procedure volumes compared to the prior year, particularly in the first half, when the COVID-19 pandemic had ~~peak~~a significant negative impact on our net sales. In addition, growth was positively impacted by reserves recorded in the third quarter of 2020 primarily related to our conversion to a consignment inventory model for our LAAC franchise with the launch of our WATCHMAN FLX™ Device in the U.S. These increases were partially offset by the discontinuation of our LOTUS Edge™ Aortic Valve System in the fourth quarter of 2020, general price declines associated with our DES systems and the unfavorable impact of China tender pricing on both DES systems and balloon catheter net ~~sales.~~sales following a reduction in prices in the first quarter of 2021.

Peripheral Interventions

Our Peripheral Interventions business develops and manufactures products to diagnose and treat peripheral arterial and venous diseases, as well as products to diagnose, treat and ease various forms of cancer. Our net sales of Peripheral Interventions products were ~~$473~~$452 million orfor the third quarter of 2021 and $1.358 billion for the first nine months of 2021, representing 15 percent of our consolidated net sales ~~for~~in both the ~~second~~third quarter ~~of 2021~~ and ~~$906 million or 16 percent of our consolidated net sales for the~~ first ~~six~~nine months of 2021. Our Peripheral Interventions net sales increased ~~$133~~$36 million, or ~~39.1~~8.8 percent, in the ~~second~~third quarter of 2021 and increased ~~$174~~$210 million, or ~~23.7~~18.3 percent, in the first ~~six~~nine months of 2021, compared to the prior year periods. In the ~~second~~third quarter of 2021, this increase included operational net sales growth of ~~35.6~~8.1 percent and a positive impact of ~~350~~70 basis points from foreign currency fluctuations, compared to the prior year period. In the first ~~six~~nine months of 2021, this increase included operational net sales growth of ~~20.6~~16.1 percent and a positive impact of ~~310~~220 basis points from foreign currency fluctuations, compared to the prior year period. ~~This~~

Operational net sales growth was primarily driven by the

~~Table of Contents~~

Interventional Oncology franchise, including our TheraSphere™ Y-90 Radioactive Glass Microspheres, which received U.S. Food and Drug Administration ~~(FDA)~~ approval in the first quarter of 2021 after 20 years as a humanitarian device exemption (HDE). In addition, growth was driven by our drug-eluting portfolio, including the Eluvia™ Drug-Eluting Stent and Ranger™ Drug-Coated Balloon due to the recovery of procedure volumes compared to the prior year, particularly in the first half, when the COVID-19 pandemic had ~~peak~~a significant negative impact on our net sales, ~~and~~as well as continued worldwide commercial execution and adoption in recently approved countries. In the first quarter of 2021, we received approval from Japan’s Ministry of Health, Labor and Welfare (MHLW) for our Ranger Drug-Coated Balloon and initiated a full launch.

Specialty Pharmaceuticals

On March 1, 2021, we completed the divestiture of the Specialty Pharmaceuticals business for a purchase price of approximately $800 million. Our consolidated net sales include Specialty Pharmaceuticals up to the date of the closing of the transaction.

Emerging Markets

As part of our strategic imperative to drive global expansion, we are seeking to grow net sales and market share by expanding our global presence, including in Emerging Markets. We define Emerging Markets as the 20 countries that we believe have strong growth potential based on their economic conditions, healthcare sectors and our global capabilities. Periodically, we assess our list of Emerging Markets countries, and effective January 1, 2021, modified our list to include the following countries: Brazil, Chile, China, Colombia, Czech Republic, India, Indonesia, Malaysia, Mexico, Philippines, Poland, Russia, Saudi Arabia, Slovakia, South Africa, South Korea, Taiwan, Thailand, Turkey and Vietnam. We have revised prior period amounts to conform to the current year's presentation which had an immaterial impact on previously reported Emerging Markets net sales. Our Emerging Markets net sales represented 12 percent of our consolidated net sales in both the ~~second~~third quarter and first ~~six~~nine months of 2021, 1311 percent in the ~~second~~third quarter of 2020, and 12 percent in the first ~~six~~nine months of 2020. In the ~~second~~third quarter of 2021, our Emerging Markets net sales grew ~~33.8~~21.9 percent on a reported basis, which included operational net sales growth of ~~25.8~~17.8 percent and a positive impact of ~~800~~410 basis points from foreign currency fluctuations, compared to the prior year period. In the first ~~six~~nine months of 2021, our Emerging Markets net sales grew ~~24.8~~23.8 percent on a reported basis, which included operational net sales growth of ~~19.5~~18.9 percent and a positive impact of ~~530~~490 basis points from foreign currency fluctuations, compared to the prior year period. The growth in the ~~second~~third quarter and first ~~six~~nine months of 2021 compared to the prior year periods was driven primarily by our net sales in China, which have largely recovered from the impact of the COVID-19 pandemic on procedural volumes.

Table of Contents

Gross Profit

Our Gross profit was ~~$2.132~~$2.032 billion for the ~~second~~third quarter of 2021, ~~$1.212~~$1.790 billion for the ~~second~~third quarter of 2020, ~~$3.990~~$6.022 billion for the first ~~six~~nine months of 2021 and ~~$2.950~~$4.740 billion for the first ~~six~~nine months of 2020. As a percentage of net sales, our Gross profit increased to 69.3 percent in the ~~second~~third quarter of 2021, as compared to ~~60.5~~67.3 percent in the ~~second~~third quarter of 2020 and ~~68.4~~68.7 percent in the first ~~six~~nine months of 2021, as compared to ~~64.9~~65.8 percent in the first ~~six~~nine months of 2020. The following is a reconciliation of our gross profit margin and a description of the drivers of the changes from period to period:


		Percentage of Net Sales			Percentage of Net Sales
		Three Months	Six Months		Three Months	Nine Months
Gross profit margin - period ended June 30, 2020		60.5%	64.9%
Gross profit margin - period ended September 30, 2020				Gross profit margin - period ended September 30, 2020	67.3%	65.8%
Abnormal production variances	Abnormal production variances	3.9	1.9	Abnormal production variances	0.5	1.4

Sales pricing, volume and mix	Sales pricing, volume and mix	5.0	1.7	Sales pricing, volume and mix	0.4	1.3
Inventory charges				Inventory charges	0.9	0.4

Net impact of foreign currency fluctuations		(1.0)	(0.8)

All other, including other expenses	All other, including other expenses	0.9	0.8	All other, including other expenses	0.2	(0.1)
Gross profit margin - period ended June 30, 2021		69.3%	68.4%
Gross profit margin - period ended September 30, 2021				Gross profit margin - period ended September 30, 2021	69.3%	68.7%

The primary factors contributing to the increase in our gross profit margin in the ~~second~~third quarter and first ~~six~~nine months of 2021, as compared to the same periods in 2020, were higher sales volumes and favorable product mix associated with the resumption of procedures using higher-margin products, as well as the ~~impact in the~~ prior year impact of abnormal production variances attributable to manufacturing plant shut-downs and excess and obsolete inventory charges due to lower forecasted demand for certain of our products driven by the COVID-19 pandemic in the prior year. These improvements were partially offset by price declines related primarily to sales of our coronary drug-eluting stent systems and foreign currency fluctuations. In addition, inflation has put pressure on our gross profit margin, particularly with increases in costs of certain raw materials, direct labor and freight.

~~Table of Contents~~

Operating Expenses

The following table provides a summary of certain of our operating expenses:


		Three Months Ended June 30,								Six Months Ended June 30,									Three Months Ended September 30,								Nine Months Ended September 30,
		2021				2020				2021				2020					2021				2020				2021				2020
(in millions)	(in millions)	$		% of Net Sales		$		% of Net Sales		$		% of Net Sales		$		% of Net Sales		(in millions)	$		% of Net Sales		$		% of Net Sales		$		% of Net Sales		$		% of Net Sales
Selling, general and administrative (SG&A) expenses	Selling, general and administrative (SG&A) expenses	$	1,121	36.4	%	$	798	39.9	%	$	2,139	36.7	%	$	1,776	39.1	%	Selling, general and administrative (SG&A) expenses	$	1,066	36.4	%	$	984	37.0	%	$	3,206	36.6	%	$	2,760	38.3	%
Research and development (R&D) expenses	Research and development (R&D) expenses	298		9.7	%	242		12.1	%	574		9.9	%	542		11.9	%	Research and development (R&D) expenses	310		10.6	%	315		11.9	%	884		10.1	%	857		11.9	%
Royalty expense	Royalty expense	12		0.4	%	8		0.4	%	24		0.4	%	20		0.4	%	Royalty expense	14		0.5	%	12		0.4	%	38		0.4	%	32		0.4	%

SG&A Expenses

In the ~~second~~third quarter of 2021, our SG&A expenses increased ~~$322~~$83 million, or 408 percent, as compared to the ~~second~~third quarter of 2020 and were ~~350~~60 basis points lower as a percentage of net sales. In the first ~~six~~nine months of 2021, our SG&A expenses increased ~~$363~~$445 million, or 2016 percent, as compared to the first ~~six~~nine months of 2020 and were ~~240~~170 basis points lower as a percentage of net sales. The increase in SG&A expenses for the ~~second~~third quarter and first ~~six~~nine months of 2021, as compared to the same period in the prior year, was primarily due to higher selling costs driven by higher global net sales and the targeted lifting of spending controls implemented induring the first ~~half~~nine months of 2020 in response to the escalating COVID-19 pandemic. In addition, SG&A expenses in the first ~~half~~nine months of 2021 were further impacted by higher restructuring-related ~~spend.~~spend and acquisition-related charges.

R&D Expenses

We remain committed to advancing medical technologies and investing in meaningful R&D projects across our businesses. In the ~~second~~third quarter of 2021, our R&D expenses ~~increased $57~~decreased $5 million, or 232 percent, as compared to the ~~second~~third quarter of 2020 and were ~~240~~130 basis points lower as a percentage of net ~~sales.~~sales due to higher one-time charges in the prior year. In the first ~~six~~nine months of 2021, our R&D expenses increased ~~$32~~$27 million, or 63 percent, as compared to the first ~~six~~nine months of 2020, and were ~~200~~

Table of Contents

180 basis points lower as a percentage of net sales. R&D expenses increased in the ~~second quarter and the~~ first ~~six~~nine months of 2021, as compared to the same period in the prior year, as a result of investments across our businesses in order to maintain a pipeline of new products that we believe will contribute to profitable sales growth.

Royalty Expense

In the ~~second~~third quarter of 2021, our Royalty expense increased $4$2 million, or 4817 percent as compared to the ~~second~~third quarter of 2020 and remained relatively flat as a percentage of net sales. In the first ~~six~~nine months of 2021, our Royalty expense increased $4$6 million, or 2119 percent, as compared to the first ~~six~~nine months of 2020, and remained flat as a percentage of net sales, primarily due to global net sales growth in the ~~second~~third quarter and first ~~six~~nine months of 2021 as compared to the ~~second~~third quarter and first ~~six~~nine months of 2020.

Other Operating Expenses

The following table provides a summary of certain of our other operating expenses, which are excluded by management for purposes of evaluating operating performance, refer to Additional Information for a further description of certain operating expenses:

Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2021 2020 2021 2020
Amortization expense $ 180 $ 197 $ 365 $ 398
Intangible asset impairment charges 45 34 45 233
Contingent consideration net expense (benefit) (85) — (91) (108)
Restructuring charges (credits) 3 3 8 13
Litigation-related net charges (credits) 298 — 302 —

~~Table of Contents~~


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2021		2020		2021		2020
Amortization expense	$	184	$	197	$	549	$	595
Intangible asset impairment charges	128		219		173		452
Contingent consideration net expense (benefit)	(26)		6		(117)		(102)
Restructuring charges (credits)	9		3		18		16
Litigation-related net charges (credits)	—		260		302		260
Gain on disposal of businesses and assets	(40)		—		(48)		—

Amortization Expense

In the ~~second~~third quarter of 2021, our Amortization expense decreased ~~$17~~$13 million, or 97 percent, as compared to ~~second~~third quarter of 2020. In the first ~~six~~nine months of 2021, our Amortization expense decreased ~~$33~~$47 million, or 8 percent, as compared to first ~~six~~nine months of 2020. The decrease in Amortization expense in the ~~second~~third quarter and first nine months of 2021, as compared to the same period in the prior year, was driven by ~~a decrease in the balance of amortizable intangible assets due to~~ the divestiture of the Specialty Pharmaceuticals ~~business.~~business partially offset by the addition of amortizable intangible assets associated with our recent acquisitions.

Intangible Asset Impairment Charges

We recorded Intangible asset impairment charges of ~~$45~~$128 million in the ~~second~~third quarter of 2021, ~~$34~~$219 million in the ~~second~~third quarter of 2020, ~~$45~~$173 million in the first ~~six~~nine months of 2021 and ~~$233~~$452 million in the first ~~six~~nine months of 2020. The impairment charges recorded in the ~~second~~third quarter ~~and first six months~~ of 2021 were primarily ~~attributable to incremental time~~associated with amortizable technology-related intangible assets that were initially established following our acquisition of VENITI, Inc., and ~~cost to complete an acquired in-process research and development (IPR&D) project. The impairment charges recorded~~ in the first ~~six~~nine months of 2021 also included the partial impairment of one of our acquired IPR&D assets. In the third quarter of 2020, impairment charges were primarily associated with IPR&D acquired with Apama Medical, Inc. and in the first nine months of 2020 ~~were~~also included charges primarily associated with amortizable technology-related intangible assets that were initially established following our acquisition of nVision Medical ~~Corporation (nVision). These~~Corporation. Each of these charges were recorded as a result of management’s decision to change commercial launch plans or discontinue certain commercial or R&D programs based on cost to complete or remediate, time to market, overall economic viability or, specific to nVision, our understanding of the clinical evidence necessary to commercialize the technology. Refer to Note C – Goodwill and Other Intangible Assets to our unaudited consolidated financial statements contained in Item 1 of this Quarterly Report on Form 10-Q and Critical Accounting Estimates in Item 7 of our most recent Annual Report on Form 10-K for additional details and a discussion of key assumptions used in our goodwill and intangible asset impairment testing and future events that could have a negative impact on the recoverability of our goodwill and intangible assets.

Table of Contents

Contingent Consideration Net Expense (Benefit)

To recognize changes in the fair value of our contingent consideration liability, we recorded net benefits of ~~$85~~$26 million and ~~$91~~$117 million in the ~~second~~third quarter and first ~~six~~nine months of 2021, respectively, a net expense of ~~less than one~~$6 million in the ~~second~~third quarter of 2020 and a net benefit of ~~$108~~$102 million in the first ~~six~~nine months of 2020. The net benefits recorded in the first ~~six~~nine months of 2021 and 2020 related to a reduction in the contingent consideration liability for certain prior acquisitions for which we reduced the probability of achievement of associated revenue and/or regulatory milestones upon which payment is conditioned, or, in the case of nVision, for milestones that would not be achieved due to management's discontinuation of the R&D program. In addition, we made payments of $14 million associated with prior acquisitions during the first ~~six~~nine months of 2021, following the achievement of a revenue-based milestone. Refer to Note B – Acquisitions, Divestitures and Strategic Investments to our unaudited consolidated financial statements contained in Item 1 of this Quarterly Report on Form 10-Q for additional details related to our contingent consideration arrangements.

Restructuring Charges (Credits)

In November 2018, our Board of Directors approved, and we committed to, a new global restructuring program (the 2019 Restructuring Plan). The 2019 Restructuring Plan, for which our Board of Directors approved an extension and expansion in February 2021, is expected to result in total pre-tax charges of approximately $375 million to $475 million and approximately $340 million to $440 million of these charges are expected to result in cash outlays. We expect the majority of activity associated with our 2019 Restructuring Plan, including the extension, to be substantially complete by the end of 2022. A substantial portion of the savings are being reinvested in strategic growth initiatives. Pursuant to this program, restructuring charges were $9 million in the third quarter of 2021, $3 million in the ~~second~~third quarter of ~~2021 and~~ 2020, $6$15 million in the first ~~six~~nine months of 2021 and ~~$13~~$16 million in the first ~~six~~nine months of 2020. Restructuring-related charges were ~~$35~~$34 million in the ~~second~~third quarter of 2021, $20 million in the ~~second~~third quarter of 2020, ~~$64~~$98 million in the first ~~six~~nine months of 2021 and ~~$40~~$61 million in the first ~~six~~nine months of 2020 and were recorded primarily in Cost of products sold and SG&A expenses.

In addition, on November 17, 2020, we announced a global, voluntary recall of all unused inventory of our LOTUS Edge™ Aortic Valve System, and our decision to retire the entire LOTUS™ Valve platform. We recorded immaterial restructuring and restructuring-related charges associated with the product discontinuation in the ~~second~~third quarter of 2021 and recorded $2 million of restructuring charges and ~~$16~~$17 million of restructuring-related charges associated with the product discontinuation in the first ~~six~~nine months of 2021. The product discontinuation resulted in total pre-tax restructuring and restructuring-related net charges of approximately $80 million. We substantially completed the restructuring activities in the first quarter of 2021.

~~Table of Contents~~

Refer to Note H – Restructuring-related Activities to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K for additional information.

Litigation-related net charges (credits)

We ~~recorded~~did not record any litigation-related net charges ~~of $298 million~~ during the ~~second~~third quarter of 2021 and recorded $302 million during the first ~~six~~nine months of 2021, related primarily to transvaginal surgical mesh products. WeDuring the first nine months of 2021 we increased the accrual associated with this matter to account for increased, post-COVID-19 pandemic settlement and litigation activity related to the remaining cases and claims the Company faces, our revision of the per-case settlement amount for these cases based on recent settlement and litigation activity and changes to our expectations regarding the rate of incoming cases and claims. We ~~did not record any~~recorded litigation-related net charges of $260 million during the third quarter and first ~~six~~nine months of ~~2020.~~2020, primarily related to transvaginal mesh products, inclusive of a reserve related to claims made by a coalition of state attorneys general. We record certain legal and product liability charges, credits and costs of defense, which we consider to be unusual or infrequent and significant as Litigation-related net charges (credits) in our accompanying unaudited consolidated financial statements. All other legal and product liability charges, credits and costs are recorded within SG&A expenses.

We continue to assess certain litigation and claims to determine the amounts, if any, that management believes will be paid as a result of such claims and litigation, and therefore, additional losses may be accrued and paid in the future, which could materially adversely impact our operating results, cash flows and/or our ability to comply with the financial covenant required by our credit arrangements. Refer to Note H – Commitments and Contingencies to our unaudited consolidated financial statements contained in Item 1 of this Quarterly Report on Form 10-Q for discussion of our material legal proceedings.

Table of Contents

Interest Expense

The following table provides a summary of our Interest expense and average borrowing rate:


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,						Nine Months Ended September 30,
		2021			2020			2021			2020				2021			2020			2021			2020
Interest expense (in millions)	Interest expense (in millions)	$	(86)		$	(91)		$	(168)		$	(179)		Interest expense (in millions)	$	(86)		$	(86)		$	(254)		$	(265)
Average borrowing rate	Average borrowing rate	3.6		%	3.5		%	3.6		%	3.5		%	Average borrowing rate	3.6		%	3.4		%	3.6		%	3.4		%

Interest expense and our average borrowing rate remained relatively flat in the ~~second~~third quarter and first ~~six~~nine months of 2021, as compared to the same periods in the prior year. During the first ~~six~~nine months of 2020, we ~~began to take~~took proactive steps to manage the potential impact of the COVID-19 pandemic on our short-term liquidity and refinanced existing term loans and outstanding commercial paper with proceeds from new term loans and our 2018 Revolving Credit Facility. We refinanced this short-term, variable-rate debt in May 2020 with our issuances of $500 million 1.900% senior notes due June 2025 and $1.200 billion 2.650% senior notes due June 2030. During the third quarter of 2020, we prepaid the remaining $250 million outstanding under our February 2021 Term Loan and terminated the facility. Refer to Liquidity and Capital Resources and Note E – Contractual Obligations and Commitments to our unaudited consolidated financial statements contained in Item 1 of this Quarterly Report on Form 10-Q for information regarding our debt obligations.

Other, net

The following are the components of Other, net:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	(in millions)	2021		2020		2021		2020		(in millions)	2021		2020		2021		2020
Interest income	Interest income	$	1	$	—	$	3	$	1	Interest income	$	1	$	1	$	3	$	3
Net foreign currency gain (loss)	Net foreign currency gain (loss)	(7)		(5)		(9)		(12)		Net foreign currency gain (loss)	(8)		(1)		(17)		(13)
Net gains (losses) on investments	Net gains (losses) on investments	(14)		(12)		22		(34)		Net gains (losses) on investments	186		48		208		14
Other income (expense), net	Other income (expense), net	(7)		(2)		(5)		(10)		Other income (expense), net	3		16		(3)		6
		$	(26)	$	(18)	$	11	$	(54)		$	181	$	64	$	192	$	9

In the third quarter and first nine months of 2021, in connection with the ~~acquisition~~acquisitions of Farapulse and Preventice, ~~in the first quarter of 2021,~~ we remeasured the fair value of our previously-held ~~equity interest,~~interests in the acquired companies, which resulted in a $222 million and $195 million gain, respectively, recognized within Other, net. In addition, in the ~~first six months of 2021. In the second~~third quarter and first ~~six~~nine months of 2021, we recorded losses of $8$24 million and ~~$154~~$178 million, respectively, on our investment in Pulmonx Corporation presented in Other, net associated with the ~~partial disposition of our ownership and~~ remeasurement of our ~~remaining~~ investment during the period to fair value based on observable market ~~prices.~~prices, as well as the disposition of our remaining ownership. The Preventice ~~gain is~~and Farapulse gains are included within Acquisition/

~~Table of Contents~~

divestiture-related net charges (credits) and the Pulmonx loss is included in Investment portfolio net losses (gains) presented in the reconciliation of our results of operations prepared in accordance with U.S. GAAP to those adjusted results considered by management. Refer to Financial Summary for the reconciliation and Additional Information for a discussion of management's use of non-GAAP financial measures.

On August 6, 2021, we completed our acquisition of the remaining shares of Farapulse. The transaction price consists of $450 million upfront, or approximately $295 million after adjustments for our prior equity stake, debt and other closing adjustments; up to $125 million upon achievement of certain clinical and regulatory milestones, or $92 million for the portion not previously owned; and additional revenue-based payments over the next three years. The valuation studies necessary to determine the fair value of the various purchase price components are currently in process. Once completed, we will remeasure the fair value of our previously held equity interest and recognize a gain of at least $150 million within ~~Other income (expense)~~ ~~in the accompanying unaudited consolidated statements of operations during the third quarter of 2021. The gain will be included within~~ ~~Acquisition/divestiture related net charges (credits)~~ ~~presented in the reconciliation of our results of operations prepared in accordance with U.S. GAAP to those adjusted results considered by management.~~

Tax Rates

Our effective tax rate from continuing operations is presented below:

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Effective tax rate from continuing operations (24.9) % 18.4 % (11.2) % 13.7 %


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Effective tax rate from continuing operations	13.2	%	31.7	%	1.1	%	24.3	%

Table of Contents

divestiture-related net charges ~~(credit), litigation charges, investment portfolio net losses (gains),~~ as well as certain discrete tax items primarily related to ~~changes in foreign tax rates, and changes in tax laws adopted~~an IRS audit settlement in the ~~second quarter of 2021, as well as the impacts of the Coronavirus Aid, Relief and Economic Security (CARES) Act in the second~~third quarter of 2020.

Critical Accounting Policies and Estimates

Our financial results are affected by the selection and application of accounting policies and methods. In the first ~~six~~nine months of 2021, there were no changes to the application of critical accounting policies previously disclosed in our most recent Annual Report on Form 10-K.

Liquidity and Capital Resources

Due to the uncertainty of the impact of the COVID-19 pandemic on our business, we took proactive steps in 2020 to reduce costs and ensure we are in a strong position to support customers and patients as healthcare systems recover and elective and semi-emergent procedures resume. These actions included taking steps to manage outstanding borrowings and increase available liquidity, and preemptively amending our financial covenant requirement for our outstanding credit arrangements.

Based on our current business plan, we believe our existing balance of Cash and cash equivalents, future cash generated from operations, access to capital markets and existing credit facilities will be sufficient to fund our operations, invest in our infrastructure, pay our legal-related liabilities, pay taxes due, ~~and~~ service and repay our existing debt and fund possible acquisitions for at least the next 12 months. We expect to fund the previously announced definitive agreements to acquire Devoro Medical, Inc. and Baylis Medical Company, Inc. using cash on hand on the closing date of the transactions, expected in the fourth quarter of 2021 and the first quarter of 2022, respectively. Please refer to Contractual Obligations and Commitments below for additional details on our future payment obligations and commitments.

~~Table of Contents~~

As of ~~June~~September 30, 2021, we had ~~$2.675~~$1.947 billion of unrestricted Cash and cash equivalents on hand, comprised of ~~$2.379~~$1.537 billion invested in money market funds and time deposits and ~~$296~~$410 million in interest bearing and non-interest-bearing bank accounts. We invest excess cash on hand in short-term financial instruments that earn at market interest rates while mitigating principal risk through instrument and counterparty diversification, as well as what we believe to be prudent instrument selection. We limit our direct exposure to securities in any one industry or issuer. As of ~~June~~September 30, 2021, we had no commercial paper debt outstanding, resulting in an additional $2.750 billion of available liquidity.

For additional details related to our debt obligations, including our financial covenant requirement, refer to Note E – Contractual Obligations and Commitments to our unaudited consolidated financial statements contained in Item 1 of this Quarterly Report on Form 10-Q.

The following provides a summary and description of our net cash inflows (outflows):


		Six Months Ended June 30,					Nine Months Ended September 30,
(in millions)	(in millions)	2021		2020		(in millions)	2021		2020
Cash provided by (used for) operating activities	Cash provided by (used for) operating activities	$	927	$	192	Cash provided by (used for) operating activities	$	1,392	$	835
Cash provided by (used for) investing activities	Cash provided by (used for) investing activities	71		(135)		Cash provided by (used for) investing activities	(1,136)		(264)
Cash provided by (used for) financing activities	Cash provided by (used for) financing activities	(93)		1,361		Cash provided by (used for) financing activities	(87)		1,112

Operating Activities

In the first ~~six~~nine months of 2021, cash provided by operating activities increased ~~$735~~$557 million as compared to the first ~~six~~nine months of 2020, primarily due to comparatively higher net sales and operating income compared to the same period in the prior year.

Table of Contents

Investing Activities

In the first ~~six~~nine months of 2021, cash provided by investing activities included proceeds of $801 million from the divestiture of the Specialty Pharmaceuticals business and ~~$122~~$329 million from the sale of investments and disposition of certain assets, partially offset by a net cash payment of ~~$706 million~~$2.014 billion for the ~~acquisition~~acquisitions of ~~Preventice.~~Preventice, Lumenis and Farapulse. For more information, refer to Note B – Acquisitions, Divestitures and Strategic Investments to our unaudited consolidated financial statements contained in Item 1 of this Quarterly Report on Form 10-Q. In addition, we made purchases of property, plant and equipment of ~~$181~~$288 million in the first ~~six~~nine months of 2021 and ~~$168~~$217 million in the first ~~six~~nine months of 2020.

Financing Activities

In the first ~~six~~nine months of 2021, cash used for financing activities primarily included cash payments associated with the settlement of employee equity awards, dividends paid to shareholders of our mandatory convertible preferred stock and payments for royalty rights associated with the Zytiga™ Drug. On May 10, 2021 we entered into a new $2.750 billion revolving credit facility (2021 Revolving Credit Facility) with a global syndicate of commercial banks and terminated our previous facility (2018 Revolving Credit Facility). The 2021 Revolving Credit Facility will mature on May 10, 2026, with one-year extension options, subject to certain conditions. We have not made any borrowings against the 2021 Revolving Credit Facility.

In the first ~~six~~nine months of 2020, we took proactive steps to manage the potential impact of the emerging COVID-19 pandemic on our short-term liquidity and refinanced our existing term loans and outstanding commercial paper with proceeds from new term loans, borrowings against our 2018 Revolving Credit Facility, a senior notes offering and public equity offerings of preferred and common stock.

Please refer to Note F – Contractual Obligations and Commitments to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K for additional information regarding financing activities for the year ended December 31, 2020, including the full repayment of amounts borrowed against our credit facility and partial repayment of amounts borrowed under term loans in the first ~~six~~nine months of 2020.

Financial Covenant

As of and through ~~June~~September 30, 2021, we were in compliance with the financial covenant required by the credit facilities.

~~Table of Contents~~

Table of Contents

Contractual Obligations and Commitments

Certain of our acquisitions involve the payment of contingent consideration. See Note B – Acquisitions, Divestitures and Strategic Investments to our unaudited consolidated financial statements contained in Item 1 of this Quarterly Report on Form 10-Q for further details regarding the estimated potential amount of future contingent consideration we could be required to pay associated with our acquisitions. There have been no other material changes to our contractual obligations and commitments as reported in our most recent Annual Report filed on Form 10-K.

Equity

On May 27, 2020, we completed an offering of 10,062,500 shares of 5.50% Mandatory Convertible Preferred Stock, Series A (MCPS) at a price to the public and liquidation preference of $100 per share. The net proceeds from the MCPS offering were approximately $975 million after deducting underwriting discounts and commissions and offering expenses. On May 27, 2020, we also completed an offering of 29,382,500 shares of common stock at a public offering price of $34.25 per share. The net proceeds from the common stock offering were approximately $975 million after deducting underwriting discounts and commissions and offering expenses.

We received ~~$38~~$102 million in the first ~~six~~nine months of 2021 and ~~$48~~$107 million in the first ~~six~~nine months of 2020 in proceeds from stock issuances related to our stock option and employee stock purchase plans. Proceeds from the exercise of employee stock options and employee stock purchases vary from period to period based upon, among other factors, fluctuations in the trading price of our common stock and in the exercise and stock purchase patterns of our employees.

We did not repurchase any shares of our common stock in the first ~~six~~nine months of 2021 or 2020. On December 14, 2020, our Board of Directors approved a new stock repurchase program authorizing the repurchase of up to $1.000 billion of our common stock. As of ~~June~~September 30, 2021, we had the full amount remaining available under the authorization.

Legal Matters

For a discussion of our material legal proceedings see Note H – Commitments and Contingencies to our unaudited consolidated financial statements contained in Item 1 of this Quarterly Report on Form 10-Q and Note K – Commitments and Contingencies to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K.

Recent Accounting Pronouncements

Information regarding new accounting pronouncements implemented since December 31, 2020 is included in Note A – Basis of Presentation and information regarding new accounting pronouncements to be implemented is included in Note N – New Accounting Pronouncements to our unaudited consolidated financial statements contained in Item 1 of this Quarterly Report on Form 10-Q.

~~Table of Contents~~

Additional Information

Cybersecurity

We have established controls and procedures to escalate enterprise level issues, including cybersecurity matters, to the appropriate management levels within our organization and our Board of Directors, or members or committees thereof, as appropriate. Under our framework, cybersecurity issues are analyzed by subject matter experts and a crisis committee for potential financial, operational, and reputational risks, based on, among other factors, the nature of the matter and breadth of impact. Matters determined to present potential material impacts to the Company’s financial results, operations, and/or reputation are immediately reported by management to the Board of Directors, or individual members or committees thereof, as appropriate, in accordance with our escalation framework. In addition, we have established procedures to ensure that management responsible for overseeing the effectiveness of disclosure controls is informed in a timely manner of known cybersecurity risks and incidents that may materially impact our operations and that timely public disclosure is made as appropriate.

Table of Contents

Stock Trading Policy

Our directors and executive officers are subject to our Stock Trading Policy, which is designed to facilitate compliance with insider trading laws and governs transactions in our common stock and related derivative securities. Our policy designates certain regular periods, dictated by release of financial results, in which trading is restricted for individuals in information-sensitive positions, including directors and executive officers. In addition, additional periods of trading restriction may be imposed as determined by the President, General Counsel, or Chief Financial Officer in light of material pending developments. Further, during permitted windows, individuals in information-sensitive positions are required to seek pre-clearance for trades from the General Counsel, who assesses whether there are any important pending developments, including cybersecurity matters, which need to be made public before the individual may participate in the market.

Periodically, certain of our executive officers adopt written stock trading plans in accordance with Rule 10b5-1 under the Exchange Act and our own Stock Trading Policy. A Rule 10b5-1 Trading Plan is a written document that pre-establishes the amount, prices and dates (or formulas for determining the amounts, prices and dates) of future purchases or sales of our stock, including shares issued upon exercise of stock options or vesting of deferred stock units. These plans are entered into at a time when the person is not in possession of material non-public information about the Company. We disclose details regarding individual Rule 10b5-1 Trading Plans on the Investor Relations section of our website.

Use of Non-GAAP Financial Measures

To supplement our unaudited consolidated financial statements presented on a GAAP basis, we disclose certain non-GAAP financial measures, including adjusted net income (loss), adjusted net income (loss) available to common stockholders and adjusted net income (loss) per share (EPS) that exclude certain amounts; operational net sales, which exclude the impact of foreign currency fluctuations; and organic net sales, which exclude the impact of foreign currency fluctuations as well as the impact of certain acquisitions and divestitures with less than a full period of comparable net sales. These non-GAAP financial measures are not in accordance with generally accepted accounting principles in the United States 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.

To calculate adjusted net income (loss), adjusted net income (loss) available to common stockholders and adjusted net income (loss) per share we exclude certain charges (credits) from GAAP net income (loss) and GAAP net income (loss) available to common stockholders. Amounts are presented after-tax using our effective tax rate, unless the amount is a significant unusual or infrequently occurring item in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) section 740-270-30, "General Methodology and Use of Estimated Annual Effective Tax Rate." Please refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our most recent Annual Report filed on Form 10-K filed with the Securities and Exchange Commission (SEC) for an explanation of each of these adjustments and the reasons for excluding each item.

The GAAP financial measures most directly comparable to adjusted net income (loss), adjusted net income (loss) available to common stockholders and adjusted net income (loss) per share are GAAP net income (loss), GAAP net income (loss) available to common stockholders and GAAP net income (loss) per common share - assuming dilution, respectively.

~~Table of Contents~~

To calculate operational net sales growth rates, which exclude the impact of foreign currency fluctuations, we convert actual net sales from local currency to U.S. dollars using constant foreign currency exchange rates in the current and prior periods. To calculate organic net sales growth rates, we also remove the impact of acquisitions and divestitures with less than a full period of comparable net sales. The GAAP financial measure most directly comparable to operational net sales and organic net sales is 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 relevant sections of this Quarterly Report.

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 reported to our chief operating decision maker that are used to make operating decisions and assess performance.

Table of Contents

We believe that presenting adjusted net income (loss), adjusted net income (loss) available to common stockholders, adjusted net income (loss) per share, operational net sales and organic net sales growth rates, in addition to the corresponding GAAP financial measures, provides investors greater transparency to the information used by management for its 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.

Safe Harbor for Forward-Looking Statements

Certain statements that we may make from time to time, including statements contained in this Quarterly Report on Form 10-Q and information incorporated by reference herein, constitute “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,” “aim” 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. 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.

The forward-looking statements in this Quarterly Report on Form 10-Q are based on certain risks and uncertainties, including the risk factors described in Part I, Item 1A. Risk Factors in our most recent Annual Report on Form 10-K and the specific risk factors discussed herein and in connection with forward-looking statements throughout this Quarterly Report on Form 10-Q, which could cause actual results to 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 Quarterly Report. 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: the impact of the ongoing COVID-19 pandemic on our operations and financial ~~results,~~results; future U.S. and global economic, political, competitive, reimbursement and regulatory ~~conditions,~~conditions; manufacturing, distribution and supply chain disruptions and cost increases; labor shortages and increases in labor costs; new product introductions and the market acceptance of those ~~products,~~products; markets for our ~~products,~~products; expected pricing ~~environment,~~environment; expected procedural ~~volumes,~~volumes; the closing and integration of ~~acquisitions,~~acquisitions; clinical trial ~~results,~~results; demographic ~~trends,~~trends; intellectual property ~~rights, litigation,~~rights; litigation; financial market ~~conditions,~~conditions; the execution and effect of our restructuring ~~program,~~program; the execution and effect of our business strategy, including our cost-savings and growth ~~initiatives~~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, including those that have emerged or have increased in significance or likelihood as a result of the COVID-19 pandemic. 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 1A. Risk Factors in our most recent Annual Report on Form 10-K filed with the SEC, which we may update in Part II, Item 1A. Risk Factors in subsequent Quarterly Reports on Form 10-Q that we will file hereafter, and Part II, Item 1A. Risk Factors in this Quarterly Report on Form 10-Q. 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 Quarterly Report.

~~Table of Contents~~

The following are some of the important risk factors that could cause our actual results to differ materially from our expectations in any forward-looking statements. For further discussion of these and other risk factors, see Part I, Item 1A. Risk Factors in our most recent Annual Report on Form 10-K and Part II, Item 1A. Risk Factors in this Quarterly Report on Form 10-Q.

Our Businesses

•The impact of the COVID-19 pandemic on the worldwide economy and financial markets, and developments related to the disease, including the time it will take for vaccines to be broadly produced, distributed and administered worldwide, and the effectiveness of such vaccines in slowing or stopping the spread of COVID-19 and variants thereof and mitigating the economic effects of the pandemic,

•The impact of the COVID-19 pandemic upon the scheduling of elective and semi-emergent procedures,

Table of Contents

•The impact of the COVID-19 pandemic on our global manufacturing and distribution system, including the quality of our products, availability and cost of raw materials and direct labor,

•Our ability to recover from the impact of the COVID-19 pandemic on our business and increase net sales, expand the markets in which we participate, capture market share and adapt to market volatility,

•The impact of natural disasters, climate change, additional future public health crises and other catastrophic events on our ability to manufacture, distribute and sell our products,

•Competitive offerings and related declines in average selling prices for our products,

•The ongoing impact on our business of physician alignment to hospitals, governmental investigations and audits of hospitals and other market and economic conditions on the overall number of procedures performed,

•The performance of, and physician and patient confidence in, our products and technologies or those of our competitors,

•The impact and outcome of ongoing and future clinical trials and market studies undertaken by us, our competitors or other third parties or perceived product performance of our or our competitors' products,

•Variations in clinical results, reliability or product performance of our and our competitors' products,

•Our ability to acquire or develop, launch and supply new or next-generation products and technologies worldwide and in line with our commercialization strategies in a timely and successful manner and with respect to our recent acquisitions,

•The effect of consolidation and competition in the markets in which we do business or plan to do business,

•Disruption in the manufacture or supply of certain components, materials or products, or the failure to secure in a timely manner alternative manufacturing or additional or replacement components, materials or products,

•Our ability to achieve our projected level or mix of product sales, as some of our products are more profitable than others,

•Our ability to attract and retain key personnel, including those associated with recent acquisitions, and maintain our robust corporate culture, especially in light of the remote working conditions imposed by the COVID-19 pandemic, and execute plans to return employees to offices in jurisdictions where safe and feasible,

•The inability of certain of our employees to return to work full time ~~following reduced work schedules associated with~~due to impacts of the COVID-19 pandemic, or our inability to recruit personnel into direct labor roles for the duration of the pandemic,

•The impact of enhanced requirements to obtain regulatory approval in the U.S. and around the world, including EU MDR and the associated timing and cost of product approval,

~~Table of Contents~~

•The impact of increased pressure on the availability and rate of third-party reimbursement for our products and procedures in the U.S. and around the world, including with respect to the timing and costs of creating and expanding markets for new products and technologies,

•The issuance of new or revised accounting standards by the Financial Accounting Standards Board or the Securities and Exchange Commission, and

•The impact of potential goodwill and intangible asset impairment charges on our results of operations.

Regulatory Compliance, Litigation and Data Protection

•The impact of healthcare policy changes and legislative or regulatory efforts in the U.S., the EU and around the world to modify product approval or reimbursement processes, including a trend toward demonstrating clinical outcomes, comparative effectiveness and cost efficiency, as well as the impact of other healthcare reform legislation,

Table of Contents

•Risks associated with our regulatory compliance and quality systems and activities in the U.S., the EU and around the world, including meeting regulatory standards applicable to manufacturing and quality processes,

•The effect of legal, regulatory or market responses to global climate change,

•Our ability to minimize or avoid future field actions or FDA warning letters relating to our products and processes and the ongoing inherent risk of potential physician advisories related to our or our competitors' products,

•The impact of increased scrutiny of and heightened global regulatory enforcement facing the medical device industry arising from political and regulatory changes, economic pressures or otherwise, including under U.S. Anti-Kickback Statute, U.S. False Claims Act and similar laws in other jurisdictions, U.S. Foreign Corrupt Practices Act (FCPA) and similar laws in other jurisdictions, and U.S. and foreign export control, trade embargo and customs laws,

•Costs and risks associated with current and future asserted litigation,

•The effect of our litigation and risk management practices, including self-insurance and compliance activities on our loss contingencies, legal provision and cash flows,

•The impact of, diversion of management attention as a result of, and costs to cooperate with, litigate and/or resolve governmental investigations and our class action, product liability, contract and other legal proceedings,

•The possibility of failure to protect our intellectual property rights and the outcome of patent litigation,

•Our ability to operate properly our information systems that support our business operations and protect our data integrity and products from a cyber-attack or other breach that has a material adverse effect on our business, reputation or results of operations, and

•The potential impact to internal control over financial reporting relating to potential restrictions to access to consigned inventory at customer locations for our inventory count procedures.

Innovation and Certain Growth Initiatives

•The timing, size and nature of our strategic growth initiatives and market opportunities, including with respect to our internal research and development platforms and externally available research and development platforms and technologies and the ultimate cost and success of those initiatives and opportunities,

•Our ability to complete planned clinical trials successfully, obtain regulatory approvals and launch new and next generation products in a timely manner consistent with cost estimates, including the successful completion of projects from in-process research and development,

•Our ability to identify and prioritize our internal research and development project portfolio and our external investment portfolio on profitable net sales growth opportunities as well as to maintain the estimated timing and costs of such projects and expected revenue levels for the resulting products and technologies,

~~Table of Contents~~

•Our ability to develop, manufacture and market new products and technologies successfully and in a timely manner and the ability of our competitors and other third parties to develop products or technologies that render our products or technologies noncompetitive or obsolete,

•Our ability to execute appropriate decisions to discontinue, write-down or reduce the funding of any of our research and development projects, including projects from in-process research and development from our acquisitions, in our growth adjacencies or otherwise,

•Our dependence on acquisitions, alliances or investments to introduce new products or technologies and to enter new or adjacent growth markets and our ability to fund them or to fund contingent payments with respect to those acquisitions, alliances and investments, and

•The potential failure to successfully integrate and realize the expected benefits, including cost synergies, from the strategic acquisitions, alliances and investments we have consummated or may consummate in the future.

Table of Contents

International Markets

•Our dependency on international net sales to achieve growth, including in emerging markets,

•The timing and collectability of customer payments, as well as our ability to continue factoring customer receivables where we have factoring arrangements,

•The impact on pricing due to national tenders,

•Geopolitical and economic conditions, including civil unrest, terrorist activity, governmental changes, restrictions on the ability to transfer capital across borders, tariffs and other protectionist measures,

•The impact of the United Kingdom’s departure from the European Union,

•Protection of our intellectual property,

•Our ability to comply with established and developing U.S. and foreign legal and regulatory requirements, including FCPA, EU MDR and similar laws in other jurisdictions,

•Our ability to comply with U.S. and foreign export control, trade embargo and customs laws,

•The impact of changes in reimbursement practices and policies,

•The impact of significant developments or uncertainties stemming from changes in the U.S. administration following the 2020 presidential and congressional elections, including changes in U.S. trade policies, tariffs and the reaction of other countries thereto, particularly China,

•Our ability to maintain or expand our worldwide market positions in the various markets in which we compete or seek to compete, including through investments in product diversification and emerging markets such as Brazil, Russia, India and China,

•Our ability to execute and realize anticipated benefits from our investments in emerging markets, and

•The potential effect of foreign currency fluctuations and interest rate fluctuations on our net sales, expenses and resulting margins.

Liquidity

•Our ability to generate sufficient cash flow to fund operations, capital expenditures, global expansion initiatives, any litigation settlements and judgments, share repurchases and strategic investments and acquisitions as well as maintaining our investment grade ratings and managing our debt levels and financial covenant compliance, particularly in light of the COVID-19 pandemic and lower demand for our products,

~~Table of Contents~~

•Our ability to access the public and private capital markets when desired and to issue debt or equity securities on terms reasonably acceptable to us,

•The unfavorable resolution of open tax matters, exposure to additional tax liabilities and the impact of changes in U.S. and international tax laws,

•The unfavorable resolution of open litigation matters, exposure to additional loss contingencies and legal provisions,

•The impact of examinations and assessments by domestic and international taxing authorities on our tax provision, financial condition or results of operations,

•The possibility of counterparty default on our derivative financial instruments, and

•Our ability to collect outstanding and future receivables and/or sell receivables under our factoring programs.

Table of Contents

Cost Reduction and Optimization Initiatives

•Risks associated with changes made or expected to be made to our organizational and operational structure, pursuant to our restructuring plans as well as any further restructuring or optimization plans we may undertake in the future and our ability to recognize benefits and cost reductions from such programs and

•Business disruption and employee distraction as we execute our global compliance program, restructuring and optimization plans and divestitures of assets or businesses and implement our other strategic and cost reduction initiatives.

5860

Table of Contents

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We develop, manufacture and sell medical devices globally and our earnings and cash flows are exposed to market risk from changes in currency exchange rates and interest rates. We address these risks through a risk management program that includes the use of derivative financial instruments. We operate the program pursuant to documented corporate risk management policies. We do not enter derivative transactions for speculative purposes. Gains and losses on derivative financial instruments substantially offset losses and gains on underlying hedged exposures. Furthermore, we manage our exposure to counterparty risk on derivative instruments by entering into contracts with a diversified group of major financial institutions and by actively monitoring outstanding positions.

Our currency risk consists primarily of foreign currency denominated firm commitments, forecasted foreign currency denominated intercompany and third-party transactions and net investments in certain subsidiaries. We use both nonderivative (primarily European manufacturing operations) and derivative instruments to manage our earnings and cash flow exposure to changes in currency exchange rates. We had currency derivative instruments outstanding in the contract amount of ~~$10.343~~$9.675 billion as of ~~June~~September 30, 2021 and $10.481 billion as of December 31, 2020. A ten percent appreciation in the U.S. dollar’s value relative to the hedged currencies would increase the derivative instruments’ fair value by ~~$380~~$333 million as of ~~June~~September 30, 2021 as compared to $333 million as of December 31, 2020. A ten percent depreciation in the U.S. dollar’s value relative to the hedged currencies would decrease the derivative instruments’ fair value by ~~$465~~$408 million as of ~~June~~September 30, 2021 as compared to $407 million as of December 31, 2020. Any increase or decrease in the fair value of our currency exchange rate sensitive derivative instruments would be substantially offset by a corresponding decrease or increase in the fair value of the hedged underlying asset, liability or forecasted transaction, resulting in minimal impacts on our unaudited consolidated statements of operations.

Our interest rate risk relates primarily to U.S. dollar borrowings partially offset by U.S. dollar cash investments. We have historically used interest rate derivative instruments to manage our earnings and cash flow exposure to changes in interest rates. We had no interest rate derivative instruments outstanding as of ~~June~~September 30, 2021 and December 31, 2020. As of ~~June~~September 30, 2021, ~~$9.168~~$9.143 billion in aggregate principal amount of our outstanding debt obligations were at fixed interest rates, representing approximately 100 percent of our total debt, on an amortized cost basis. As of ~~June~~September 30, 2021, our outstanding debt obligations at fixed interest rates were comprised of senior notes.

Refer to Note D – Hedging Activities and Fair Value Measurements to our unaudited consolidated financial statements contained in Item 1 of this Quarterly Report on Form 10-Q for further information regarding our derivative financial instruments.

5961

Table of Contents

ITEM 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (CEO) and our Chief Financial Officer (CFO), evaluated the effectiveness of our disclosure controls and procedures as of ~~June~~September 30, 2021 pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Disclosure controls and procedures are designed to ensure that material information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such material information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Based on their evaluation, our CEO and CFO concluded that, as of ~~June~~September 30, 2021, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting in the ~~second~~third quarter of 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Further, while many of our employees continued to work remotely to adhere to COVID-19 social distancing requirements, this did not affect our ability to maintain financial reporting systems, internal controls over financial reporting or disclosure controls and procedures. Prior to the COVID-19 pandemic, we were leveraging electronic tools to facilitate our global close process and to connect our physically dispersed team of finance professionals in offices around the world. While the quarterly close cycle was performed remotely, fundamentally, the work performed, and the processes and controls executed did not change.

6062

Table of Contents

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note G – Income Taxes and Note H – Commitments and Contingencies to our unaudited consolidated financial statements contained in Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

ITEM 1A. RISK FACTORS

In addition to other information contained elsewhere in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our most recent Annual Report filed on Form 10-K, which could materially affect our business, financial condition or future results.

ITEM 6. EXHIBITS (* documents filed or furnished with this report,)






4.1						Second Supplemental Indenture dated as of April 21, 2006 between Boston Scientific Corporation and The Bank of New York Mellon Trust Company, N.A., as successor to J.P. Morgan Trust Company, National Association, as Trustee (incorporated herein by reference to Exhibit 99.6, Current Report on Form 8-K dated April 21, 2006, File No. 1-11083)






~~10.1~~						Credit Agreement, dated as of May 10, 2021, by and among Boston Scientific Corporation, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated herein by reference to Exhibit 10.1, Current Report on Form 8-K dated May 13, 2021, File No. 1-11083)


















31.1*						Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*						Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*						Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*						Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.SCH*						XBRL Taxonomy Extension Schema Document.

101.CAL*						XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*						XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*						XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*						XBRL Taxonomy Extension Presentation Linkbase Document.

104						Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).

6163

Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on ~~August 6,~~November 4, 2021.


BOSTON SCIENTIFIC CORPORATION
By:	/s/ Daniel J. Brennan

	Name:	Daniel J. Brennan
	Title:	Executive Vice President and Chief Financial Officer

6264


		Page No.

PART I	FINANCIAL INFORMATION	3

ITEM 1.	Consolidated Financial Statements	3

	Consolidated Statements of Operations (Unaudited)	3

	Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	4

	Consolidated Balance Sheets (Unaudited as of ~~June~~September 30,, 2021)	5

	Consolidated Statements of Stockholders' Equity (Unaudited)	6

	Consolidated Statements of Cash Flows (Unaudited)	7

	Notes to the Consolidated Financial Statements (Unaudited)	9

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3840

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	5962

ITEM 4.	Controls and Procedures	6063

PART II	OTHER INFORMATION	6164

ITEM 1.	Legal Proceedings	6164

ITEM 1A.	Risk Factors	6164



ITEM 6.	Exhibits	6164

SIGNATURE		6265