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Item 2 — Management's Discussion and Analysis
Boston Scientific Corp · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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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 45 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. 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.
Executive Summary
The following section describes some of our financial highlights and trends on a consolidated basis. For additional information on our business units and product offerings, refer to Item 1. Business of our most recent Annual Report on Form 10-K.
(in millions, except percentages and per share data) Three Months Ended June 30, 2026 versus 2025 2026 versus 2025
2026 2025 $ %
Reported net sales $ 5,442 $ 5,061 $ 381 7.5 %
Reported net income (loss) attributable to Boston Scientific common stockholders 907 797 110 13.8 %
Adjusted net income (loss) attributable to Boston Scientific common stockholders (non-GAAP measure) 1,275 1,127 148 13.1 %
Net income (loss) per common share — diluted 0.61 0.53 0.08 15.2 %
Adjusted net income (loss) per common share — diluted (non-GAAP measure) 0.86 0.75 0.11 14.6 %
(in millions, except percentages and per share data) Six Months Ended June 30, 2026 versus 2025 2026 versus 2025
2026 2025 $ %
Reported net sales $ 10,646 $ 9,724 $ 922 9.5 %
Reported net income (loss) attributable to Boston Scientific common stockholders 2,247 1,471 776 52.8 %
Adjusted net income (loss) attributable to Boston Scientific common stockholders (non-GAAP measure) 2,464 2,248 216 9.6 %
Net income (loss) per common share — diluted 1.51 0.98 0.53 53.6 %
Adjusted net income (loss) per common share — diluted (non-GAAP measure) 1.66 1.51 0.15 10.2 %
Three Months Ended June 30, Six Months Ended June 30,
2026 versus 2025 2026 versus 2025
Net sales reported growth 7.5 % 9.5 %
Impact of foreign currency fluctuations (0.5) % (1.4) %
Net sales operational growth (non-GAAP measure) 7.0 % 8.1 %
Impact of certain acquisitions and divestitures — % — %
Net sales organic growth (non-GAAP measure) 7.0 % 8.1 %
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During the second quarter and first six months of 2026, the increase in our reported net sales was primarily driven by innovation and strong commercial execution in our Interventional Cardiology and Vascular Therapies and Electrophysiology business units. Refer to Results of Operations for a discussion of our net sales by business. During the second quarter of 2026, the increase in our reported net income attributable to Boston Scientific common stockholders was primarily driven by higher net sales. During the first six months of 2026, the increase in our reported net income attributable to Boston Scientific common stockholders was primarily driven by higher net sales and a discrete tax benefit recorded in the first quarter of 2026. Refer to Tax Rate for additional details pertaining to the discrete tax benefit.
To supplement our unaudited consolidated financial statements prepared on a generally accepted accounting principles in the United States (GAAP) basis, we disclose certain non-GAAP measures, including operational and organic net sales growth, adjusted net income attributable to Boston Scientific common stockholders and adjusted net income per common share - diluted. Operational net sales growth excludes the impact of foreign currency fluctuations. Organic net sales growth excludes the impact of foreign currency fluctuations and net sales attributable to certain acquisitions and divestitures for which there are less than a full period of comparable net sales. There were no applicable acquisitions in the first six months of 2026 or 2025. Our adjusted net income attributable to Boston Scientific common stockholders and adjusted net income per common share - diluted exclude certain charges and/or credits as reported in our net income attributable to Boston Scientific common stockholders and net income per common share - diluted for purposes of assessing operating performance.
Adjusted measures, including operational and organic net sales growth, adjusted net income attributable to Boston Scientific common stockholders and adjusted net income per common share - diluted, exclude certain items required by GAAP, are not prepared in accordance with 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.
Macroeconomic Environment
Our business is affected by global macroeconomic and geopolitical conditions. There continues to be significant uncertainty with respect to global trade policies, including changing tariff rates, tariff imposition delays, and the potential for reciprocal restrictive trade policies by the U.S. or other governments around the world, which could adversely impact our operations and results. We may also experience higher distribution costs and supply chain disruptions, including those arising from global conflicts and energy market volatility. While we seek to mitigate these impacts, their extent and duration remain uncertain and could negatively impact our business and results of operations. For additional information, refer to Item 1A. Risk Factors and Macroeconomic Environment contained in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our most recent Annual Report on Form 10-K.
Results of Operations
Net Sales
The following section describes our net sales by reportable segment and business. In the fourth quarter of 2025, an organizational change combined our legacy Cardiology and Peripheral Interventions businesses into a single Cardiovascular business. We have revised prior periods to conform to the current year presentation. The change had no impact on our reportable segments. For additional information on our business units and product offerings, refer to Item 1. Business of our most recent Annual Report on Form 10-K.
Increase/(Decrease)
(in millions, except percentages) Three Months Ended June 30, $ Reported Basis Impact of Foreign Currency Fluctuations Operational Basis Impact of Certain Acquisitions / Divestitures(1) Organic Basis
2026 2025
Endoscopy $ 793 $ 737 $ 56 7.6 % (0.7) % 7.0 % — % 7.0 %
Urology 684 676 7 1.1 % (0.3) % 0.8 % — % 0.8 %
Neuromodulation 341 303 39 12.7 % (0.6) % 12.2 % — % 12.2 %
MedSurg 1,818 1,716 102 5.9 % (0.5) % 5.4 % — % 5.4 %
Cardiovascular 3,624 3,345 279 8.3 % (0.6) % 7.8 % — % 7.8 %
Net Sales $ 5,442 $ 5,061 $ 381 7.5 % (0.5) % 7.0 % — % 7.0 %
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Increase/(Decrease)
(in millions, except percentages) Six Months Ended June 30, $ Reported Basis Impact of Foreign Currency Fluctuations Operational Basis Impact of Certain Acquisitions / Divestitures(1) Organic Basis
2026 2025
Endoscopy $ 1,529 $ 1,410 $ 119 8.5 % (1.6) % 6.9 % — % 6.9 %
Urology 1,330 1,310 21 1.6 % (0.9) % 0.6 % — % 0.6 %
Neuromodulation 659 574 86 14.9 % (1.2) % 13.7 % — % 13.7 %
MedSurg 3,519 3,293 226 6.9 % (1.3) % 5.6 % — % 5.6 %
Cardiovascular 7,126 6,430 696 10.8 % (1.4) % 9.4 % — % 9.4 %
Net Sales $ 10,646 $ 9,724 $ 922 9.5 % (1.4) % 8.1 % — % 8.1 %
(1) There were no applicable acquisitions in the second quarter and first six months of 2026 or 2025.
MedSurg
Endoscopy
Our Endoscopy business develops and manufactures devices to diagnose and treat a broad range of gastrointestinal (GI) conditions with innovative, less-invasive technologies. In the second quarter and first six months of 2026, reported net sales growth was primarily driven by our biliary franchise, led by our AXIOS™ Stent and Delivery System, and our core GI franchise.
Urology
Our Urology business develops and manufactures devices to treat various urological conditions for both male and female anatomies, including kidney stones, benign prostatic hyperplasia (BPH), prostate cancer, erectile dysfunction and incontinence. In the second quarter and first six months of 2026, reported net sales growth was relatively flat, primarily driven by underperformance in our stone franchise as a result of volume-based-procurement in China, and commercial disruption in our sacral neuromodulation franchise.
Neuromodulation
Our Neuromodulation business develops and manufactures devices to treat various neurological movement disorders and manage chronic pain. In the second quarter and first six months of 2026, reported net sales growth was primarily driven by our comprehensive pain portfolio, led by our Intracept™ Intraosseous Nerve Ablation System and Nalu Peripheral Nerve Stimulation System, and our deep brain stimulation franchise.
Cardiovascular
Our Cardiovascular business develops and manufactures devices and medical technologies for diagnosing and treating a variety of diseases and abnormalities of the heart, as well as products to diagnose and treat peripheral arterial and venous diseases and various forms of cancer. In the second quarter and first six months of 2026, reported net sales growth was primarily driven by our coronary therapies franchise, led by our AGENT™ Drug-Coated Balloon, and our Electrophysiology business unit, led by our Farapulse™ Pulsed Field Ablation (PFA) System. Net sales for the second quarter and first six months of 2026 were impacted by increased competition within our Electrophysiology business unit and a deceleration of certain WATCHMAN™ procedures.
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Gross Profit
Our gross profit was $3.848 billion during the second quarter of 2026, $3.424 billion during the second quarter of 2025, $7.462 billion for the first six months of 2026, and $6.633 billion for the first six months of 2025. The following is a reconciliation of our gross profit margin and a description of the drivers of the changes from period to period:
Three Months Six Months
Period ended June 30, 2025 67.7% 68.2%
Sales pricing, volume and mix 0.6% 0.7%
Net impact of foreign currency fluctuations (0.4)% (0.6)%
All other, including inventory charges and other period expenses 2.9% 1.8%
Period ended June 30, 2026 70.7% 70.1%
In the second quarter of 2026, the primary factors that impacted gross profit margin were increased sales of higher margin products, the benefit recognized in connection with the recovery of previously incurred tariffs and a decrease in inventory charges, slightly offset by an unfavorable impact from foreign currency. These factors also impacted gross profit margin during the first six months of 2026, along with a decrease in the impact of inventory step-up adjustments associated with acquisitions.
Operating Expenses
The following table provides a summary of our key operating expenses:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in millions, except percentages) $ % of Net Sales $ % of Net Sales $ % of Net Sales $ % of Net Sales
Selling, general and administrative expenses $ 1,803 33.1 % $ 1,716 33.9 % $ 3,583 33.7 % $ 3,312 34.1 %
Research and development expenses 554 10.2 % 526 10.4 % 1,069 10.0 % 969 10.0 %
Selling, General and Administrative (SG&A) Expenses
During the second quarter of 2026, SG&A expenses increased $87 million, or 5 percent, compared to the prior year period and were 80 basis points lower as a percentage of net sales. During the first six months of 2026, SG&A expenses increased $271 million, or 8 percent, compared to the prior year period and were 40 basis points lower as a percentage of net sales. The increase in SG&A expenses in both periods was primarily driven by selling expenses associated with higher net sales.
Research and Development (R&D) Expenses
We remain committed to advancing medical technologies and investing in meaningful R&D projects across our businesses. During the second quarter of 2026, R&D expenses increased $28 million, or 5 percent, compared to the prior year period and were 20 basis points lower as a percentage of net sales. During the first six months of 2026, R&D expenses increased $100 million, or 10 percent, compared to the prior year period and were 10 basis points lower as a percentage of net sales. The increase in R&D expenses in both periods was primarily driven by investments across our businesses in order to maintain a pipeline of products that we believe will contribute to future sales growth.
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Other Operating Expenses
The following 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.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 versus 2025 2026 versus 2025 2026 2025 2026 versus 2025 2026 versus 2025
(in millions, except percentages) $ % $ %
Amortization expense $ 233 $ 225 $ 8 3.4 % $ 466 $ 444 $ 21 4.8 %
Restructuring and Restructuring-related Net Charges (Credits)
In February 2023, we committed to a global restructuring program (the 2023 Restructuring Plan). On July 29, 2025, our Board of Directors approved expanding the 2023 Restructuring Plan by up to $250 million in aggregate additional pre-tax charges. The 2023 Restructuring Plan, including the expansion, is estimated to result in total pre-tax charges of approximately $700 million to $800 million. The activities associated with our 2023 Restructuring Plan, including the expansion, were substantially complete at the end of 2025. The following table provides a summary of cumulative pre-tax charges associated with the 2023 Restructuring Plan, including the expansion, by major type of cost:
Type of Cost (in millions) Total Amount Incurred
Transfer costs(1) $ 357
Termination benefits(2) 115
Other(3) 276
$ 748
(1) Represents costs to transfer product manufacturing lines between geographically dispersed facilities.
(2) Plans detailing specific employee impacts are developed for each affected region and business, working with employee representative bodies where required under local laws.
(3) Consists of consulting fees and costs associated with contractual cancellations as well as other costs directly related to the restructuring program, including program management, impairment of right of use lease assets, accelerated depreciation and fixed asset write-offs.
The following table presents our restructuring and restructuring-related net charges:
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2026 2025 2026 2025
Restructuring net charges (credits)(1) $ 8 $ 83 $ 11 $ 93
Restructuring-related net charges (credits)(2) 33 78 66 117
(1) These charges are recorded in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 420, Exit or Disposal Cost Obligations.
(2) These charges are primarily recorded within Cost of products sold, SG&A Expenses and R&D Expenses.
The following table presents our restructuring reserve balance:
As of
(in millions) June 30, 2026 December 31, 2025
Restructuring reserve balance $ 33 $ 59
On July 21, 2026, our Board of Directors approved, and we committed to, a new global restructuring program. For additional information on the new restructuring plan, refer to Note M - Restructuring-Related Activities to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q (this Quarterly Report).
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Other, net
The following are the components of Other, net:
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2026 2025 2026 2025
Interest income $ 11 $ 3 $ 26 $ 9
Net foreign currency gain (loss) (15) (0) (26) (1)
Net gains (losses) on investments(1) (12) 220 146 193
Other income (expense), net (6) (10) (17) (22)
$ (23) $ 213 $ 129 $ 179
(1) Net gains (losses) on investments include investment portfolio net losses (gains) and impairments as well as the impact of recording our share of the earnings or losses of equity method investees.
During the second quarter of 2026, the decrease in Other, net, compared to the prior year period, was primarily driven by the gain associated with the remeasurement of our previously held investment in Bolt Medical, Inc. (Bolt Medical) to fair value based on the allocation of the acquisition purchase price when we acquired the remaining shares of Bolt Medical in the second quarter of 2025.
Tax Rate
The following table provides a reconciliation of our reported tax rate to the rate from continuing operations:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Reported tax rate 14.6 % 15.5 % (1.0) % 16.0 %
Impact of certain receipts/charges(1) 2.7 % 2.9 % 18.3 % 2.2 %
Rate from continuing operations 17.3 % 18.4 % 17.4 % 18.2 %
(1) These receipts/charges are taxed at different rates than our rate from continuing operations.
Our reported tax rate is affected by recurring items such as the amount of our earnings subject to differing tax rates in foreign jurisdictions and the impact of certain receipts and charges that are taxed at rates that differ from our rate from continuing operations.
In the second quarter of 2026, the principal reason for the difference between our tax rate from continuing operations and our reported tax rate relates to discrete benefits primarily related to return-to-provision adjustments.
In the first six months of 2026, the principal reason for the difference between our tax rate from continuing operations and our reported tax rate relates to a discrete tax benefit of $384 million to reflect a change in the anticipated future tax rate at which we expect to recover certain capitalized expenses.
In the second quarter and first six months of 2025, the principal reasons for the difference between our tax rate from continuing operations and our reported tax rate relates to certain acquisition-related net charges, and discrete tax benefits primarily related to stock-based compensation.
We completed our assessment of the One Big Beautiful Bill Act (OBBBA) and related administrative guidance issued to date during the second quarter of 2026. Based on our evaluation, OBBBA did not have a material impact on our tax rate from continuing operations. We will continue to monitor future legislative and regulatory developments. Any future legislative guidance could change our assessment of the impact of OBBBA on our tax rate from continuing operations.
We also continue to evaluate developments related to the Pillar Two framework issued by the Organization for Economic Cooperation and Development (OECD) and to refine its assessment of the application of the framework and the administrative guidance during the quarter. The impact of the Pillar Two global minimum tax on our tax rate from continuing operations was immaterial in the second quarter of 2026.
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We continue to monitor legislative adoption by each member country of the OECD’s January 5, 2026 administrative guidance that introduced new safe harbors for U.S.-based multinational companies. While adoption of these safe harbors is important to achieve certainty regarding the exemption of U.S.-based multinational companies and their subsidiaries from certain elements of the OECD global minimum tax framework in 2026, we do not currently expect the legislative adoption of such guidance to have a material impact on our tax rate from continuing operations.
See Note G – Income Taxes to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report for additional details on our tax rate.
Critical Accounting Policies and Estimates
Our financial results are affected by the selection and application of accounting policies and methods. During the second quarter and first six months of 2026, there were no material changes to the application of critical accounting policies previously disclosed in our most recent Annual Report on Form 10-K.
Liquidity and Capital Resources
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, service and repay our existing debt and fund possible acquisitions for the next 12 months and for the foreseeable future. For additional information on our future payment obligations and commitments, refer to Contractual Obligations and Commitments below and contained in Item 7 of our most recent Annual Report on Form 10-K.
As of June 30, 2026, we had $539 million of unrestricted Cash and cash equivalents on hand. The balance is comprised of $130 million invested in money market funds and time deposits and $409 million in interest bearing and non-interest-bearing bank accounts. We invest excess cash on hand in short-term financial instruments that earn 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.
On February 26, 2026, we entered into a new $3.000 billion revolving credit agreement (the 2026 Revolving Credit Agreement) with a global syndicate of commercial banks and terminated our previous revolving credit agreement (the 2021 Revolving Credit Agreement). The 2026 Revolving Credit Agreement matures on February 26, 2031, with one-year extension options subject to certain conditions, including certain lender approvals. This credit agreement provides backing for our commercial paper program, and outstanding commercial paper directly reduces borrowing capacity under the 2026 Revolving Credit Agreement. As of June 30, 2026, there was $1.689 billion outstanding under our commercial paper program and no amounts outstanding under the 2026 Revolving Credit Agreement, resulting in an additional $1.311 billion of available liquidity.
On February 26, 2026, we entered into a $2.000 billion 364-day revolving credit agreement (the 364-Day Revolving Credit Agreement) with a global syndicate of commercial banks. The 364-Day Revolving Credit Agreement matures on the date that is 364 days from the earlier of (i) the date that any loans under the 364-Day Revolving Credit Agreement are available to be drawn on, or (ii) the closing of our pending acquisition of Penumbra, Inc. (Penumbra). In addition, on February 26, 2026, we entered into a $6.000 billion term loan credit agreement (the Term Loan Credit Agreement) with a global syndicate of commercial banks. The Term Loan Credit Agreement permits us to borrow (i) a 364-day delayed draw term loan in an aggregate principal amount of up to $1.000 billion (the Tranche A Loan), and (ii) a 364-day delayed draw term loan in an aggregate amount of up to $5.000 billion (the Tranche B Loan). Each of the Tranche A Loan and the Tranche B Loan may only be drawn upon the closing of our pending acquisition of Penumbra and will mature 364 days thereafter. As of June 30, 2026, we had no amounts outstanding under the 364-Day Revolving Credit Agreement or Term Loan Credit Agreement.
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 Part I, Item 1 of this Quarterly Report.
On July 21, 2026, our Board of Directors approved, and we committed to, a new global restructuring program. For additional information on the new restructuring plan, refer to Note M - Restructuring-Related Activities to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.
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The following provides a summary and description of our net cash inflows (outflows):
Six Months Ended June 30,
(in millions) 2026 2025
Cash provided by (used for) operating activities $ 1,822 $ 1,827
Cash provided by (used for) investing activities (2,547) (1,626)
Cash provided by (used for) financing activities (670) (107)
Operating Activities
During the first six months of 2026, cash provided by (used for) operating activities remained relatively flat compared to the prior year period primarily due to comparatively higher sales and corresponding operating income, offset by an increase in employee and working capital-related payments.
Investing Activities
During the first six months of 2026, cash provided by (used for) investing activities included net cash payments of $718 million for acquisitions of multiple businesses, primarily related to Nalu Medical, Inc., net payments for investments and acquisitions of certain technologies of $1.501 billion, primarily related to the investment in MiRus LLC (MiRus), and purchases of property, plant and equipment and internal use software of $372 million. For more information on our acquisitions and the investment in MiRus, refer to Note B – Acquisitions and Strategic Investments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.
During the first six months of 2025, cash provided by (used for) investing activities included net cash payments of $1.248 billion for acquisitions of multiple businesses, primarily related to Bolt Medical, Inc., SoniVie Ltd. and Cortex, Inc., and purchases of property, plant and equipment and internal use software of $344 million.
Financing Activities
During the first six months of 2026, cash provided by (used for) financing activities included net proceeds from the issuance of commercial paper of $1.675 billion, a $2.000 billion payment to repurchase shares of our common stock, and a $255 million payment of the remaining balance of 3.750% Senior Notes due March 2026. For more information on our borrowings, refer to Note E – Contractual Obligations and Commitments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report. For more information on our share repurchase, refer to Note I – Weighted Average Shares Outstanding to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.
Cash provided by (used for) financing activities in the first six months of 2025 included the registered public offering of €1.500 billion in aggregate principal amount of euro-denominated senior notes (the 2025 Eurobonds). The 2025 Eurobonds offering resulted in cash proceeds of $1.558 billion, net of investor discounts and issuance costs. We used the net proceeds from the 2025 Eurobonds offering to fund the repayment at maturity of AMS Europe’s €1.000 billion 0.750% Senior Notes due March 2025 and to pay accrued and unpaid interest with respect to such notes. Additionally, we used the remaining net proceeds for general corporate purposes, including, among other things, short-term investments, reduction of short-term debt, funding of working capital and acquisitions. During the second quarter of 2025, we also repaid at maturity our $500 million 1.900% Senior Notes due June 2025 and accrued and unpaid interest with respect to such notes.
Financial Covenant
As of June 30, 2026, we were in compliance with the financial covenant required by our credit agreements described above.
Covenant Requirement Actual
as of June 30, 2026 as of June 30, 2026
Maximum permitted leverage ratio(1) 4.00 times 2.02 times
(1) Ratio of total debt to deemed consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), as defined by each of the 2026 Revolving Credit Agreement, the 364-Day Revolving Credit Agreement and the Term Loan Credit Agreement.
Under each of the 2026 Revolving Credit Agreement, 364-Day Revolving Credit Agreement and Term Loan Credit Agreement, we are required to maintain a maximum permitted leverage ratio, as defined in the agreements, of 3.75 times. The credit
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agreements provide for higher leverage ratios, at our election, for the period following a qualified acquisition, as defined in the agreements, 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. It 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 applicable credit agreement. The financial covenant is substantially similar to the covenant that was required under the 2021 Revolving Credit Agreement, which we terminated on February 26, 2026. On November 15, 2024, we announced the closing of our acquisition of Axonics, Inc. (Axonics) which we had previously designated as a qualified acquisition under the 2021 Revolving Credit Agreement, increasing the maximum permitted leverage ratio to 4.75 times at that time. We continued such designation under the new credit agreements. Consequently, as of June 30, 2026, the maximum permitted leverage ratio is 4.00 times. We believe that we have the ability to comply with the financial covenant for the next 12 months.
The financial covenant requirement provides for an exclusion from the calculation of consolidated EBITDA, through maturity, of certain charges and expenses. Permitted exclusions from the calculation of consolidated EBITDA include any non-cash charges and any cash litigation payments (net of any cash litigation receipts), as defined in the credit agreements, provided that the sum of any excluded net cash litigation payments since December 31, 2025 does not exceed $1.160 billion. As of June 30, 2026, we had $1.115 billion of the total permitted exclusion remaining.
Contractual Obligations and Commitments
On January 15, 2026, we announced our entry into a definitive agreement to acquire 100 percent of Penumbra, a publicly traded medical technology company primarily focused on thrombectomy products for use in peripheral vascular procedures in the removal of blood clots and blockages. At the time of announcement, the purchase price was valued at $374 per share, or approximately $14.500 billion. On March 16, 2026, we and Penumbra each received a request for additional information (Second Request) from the United States Federal Trade Commission (FTC) in connection with its review of the transaction. We and Penumbra are responding to the Second Request and continue to work cooperatively with the FTC in its review. On May 6, 2026, Penumbra stockholders voted to approve the acquisition. The transaction is expected to be completed in the second half of 2026, subject to the satisfaction of other customary closing conditions, including regulatory clearances. We plan to fund the transaction consideration through a combination of cash on hand and newly issued debt in an aggregate amount equal to approximately $11.000 billion, and the remaining portion of the transaction consideration will be paid in shares of our common stock. The Penumbra business will be integrated into our Cardiovascular division.
Certain of our acquisitions involve the payment of contingent consideration. Refer to Note B – Acquisitions and Strategic Investments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report 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 of June 30, 2026.
Equity
On February 18, 2026, our Board of Directors approved a $4.000 billion increase to our existing authorization to repurchase up to $1.000 billion of our common stock, increasing the total repurchase authorization to $5.000 billion. On May 18, 2026, we entered into an accelerated share repurchase agreement (the ASR agreement) with JPMorgan Chase Bank, National Association (JPMorgan). On May 19, 2026, under the terms of the ASR agreement, we made an aggregate upfront payment of $2.000 billion to JPMorgan and received an initial delivery of approximately 30 million shares of our common stock, representing approximately 80 percent of the transaction value based on the closing price of our common stock on May 15, 2026. The final settlement occurred on June 12, 2026, and we received approximately 10 million additional shares of our common stock. As of June 30, 2026, we had $3.000 billion remaining available under the share repurchase authorization. We did not repurchase any shares of our common stock in the first six months of 2025.
Shares of our common stock may be repurchased under the stock repurchase program from time to time through open market purchases, block trades, private transactions or accelerated or other structured share repurchase programs. The extent to which we repurchase shares of our common stock, and the timing of such purchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other considerations, as determined by the Company. The stock repurchase program may be suspended or discontinued at any time.
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Legal Matters
For a discussion of our material legal proceedings, refer to Note H – Commitments and Contingencies to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report and Note I – 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, 2025, and relevant accounting pronouncements to be implemented in the future are included in Note N – New Accounting Pronouncements to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.
Additional Information
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) attributable to Boston Scientific common stockholders and adjusted net income (loss) per share (EPS) that exclude certain charges (credits); 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 U.S. GAAP and should not be considered in isolation from or as a replacement for the most directly comparable GAAP financial measures. Further, other companies may calculate these non-GAAP financial measures differently than we do, which may limit the usefulness of those measures for comparative purposes.
To calculate adjusted net income (loss), adjusted net income (loss) attributable to Boston Scientific common stockholders and adjusted net income (loss) per share, we exclude certain charges (credits) from GAAP net income and GAAP net income attributable to Boston Scientific common stockholders, which include amortization expense, goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), investment portfolio net losses (gains) and impairments, restructuring and restructuring-related net charges (credits), litigation-related net charges (credits), European Union (EU) Medical Device Regulation (MDR) implementation costs, debt extinguishment net charges, deferred tax expenses (benefits), discrete tax items and other charges (credits) as appropriate. Amounts are presented after-tax using our effective tax rate, unless the amount is a significant unusual or infrequently occurring item in accordance with FASB ASC Topic 740-270-30, "General Methodology and Use of Estimated Annual Effective Tax Rate." In addition to the explanation below, please refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission for an explanation of each of these adjustments and the reasons for excluding each item. The following is an explanation of each incremental or revised adjustment type, since our most recent Annual Report on Form 10-K, that management excluded as part of these non-GAAP financial measures as well as the reason for excluding each item:
•Restructuring and restructuring-related net charges (credits) - These adjustments primarily represent severance and other compensation-related charges, fixed asset write-offs, contract cancellations, project management fees, facility shut down costs, costs to transfer manufacturing lines between geographically dispersed facilities and other direct costs associated with our restructuring plans. These restructuring plans each consist of distinct initiatives that are fundamentally different from our ongoing, core cost reduction initiatives in terms of, among other things, the frequency with which each action is performed and the required planning, resourcing, cost and timing. Examples of such initiatives include the movement of business activities, facility consolidations and closures and the transfer of product lines between manufacturing facilities, which, due to the highly regulated nature of our industry, requires a significant investment in time and cost to create duplicate manufacturing lines, run product validations and seek regulatory approvals. Restructuring plans take place over a defined timeframe and have a distinct project timeline that requires, and begins subsequent to, approval by our Board of Directors. In contrast to our ongoing cost reduction initiatives, restructuring plans typically result in duplicative cost and exit costs over the defined timeframe and are not considered part of our core, ongoing operations. In addition, we may incur certain charges such as severance and other compensation-related charges, fixed asset write-offs, contract cancellations, facility shutdown costs, and inventory write-downs associated with discontinuations of significant product lines. These restructuring plans and activities are incremental to the core activities that arise in the ordinary course of our business. Restructuring and restructuring-related net charges (credits) are excluded from management's assessment of operating performance and from our operating segments' measures of profit and loss used for making operating decisions and assessing performance.
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•Deferred tax expenses (benefits) - These amounts represent significant non-cash tax benefits arising from internal reorganizations or intra-entity asset transfers. The deferred tax effects related to the establishment and subsequent reversal of net deferred tax assets are excluded from management's assessment of operating performance used for making operating decisions and assessing performance.
•IEEPA tariff refund - This amount relates to the benefit recognized in connection with the recovery of previously incurred tariffs imposed under the International Emergency Economic Powers Act (IEEPA) recognized in Cost of products sold within our accompanying unaudited consolidated statements of operations. This amount is excluded from management's assessment of operating performance used for making operating decisions and assessing performance.
The GAAP financial measures most directly comparable to adjusted net income (loss), adjusted net income (loss) attributable to Boston Scientific common stockholders and adjusted net income (loss) per share are GAAP net income (loss), GAAP net income (loss) attributable to Boston Scientific common stockholders and GAAP net income (loss) per common share - diluted, respectively.
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 certain 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 reported on a GAAP basis.
Reconciliations of each of these non-GAAP financial measures to the corresponding GAAP financial measure are included below and under Executive Summary and Results of Operations above.
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.
We believe that presenting adjusted net income (loss), adjusted net income (loss) attributable to Boston Scientific common stockholders, adjusted net income (loss) per share, operational 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.
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The following is a reconciliation of our results of operations prepared in accordance with GAAP to those adjusted results considered by management. Refer to Executive Summary and Results of Operations for a discussion of these reconciling items:
Three Months Ended June 30, 2026
(in millions, except per share data) Income (Loss) before Income Taxes Income Tax Expense (Benefit) Net Income (Loss) Net Income (Loss) Attributable to Noncontrolling Interests Net Income (Loss) Attributable to Boston Scientific Common Stockholders Impact per Share
Reported $ 1,060 $ 155 $ 905 $ (2) $ 907 $ 0.61
Non-GAAP adjustments:
Amortization expense 233 27 206 2 203 0.14
Acquisition/divestiture-related net charges/credits 92 20 72 — 72 0.05
Restructuring and restructuring-related net charges/credits 42 5 37 — 37 0.02
Litigation-related net charges/credits 76 16 60 — 60 0.04
Investment portfolio net losses/gains and impairments (2) (0) (2) — (2) (0.00)
EU MDR implementation costs 7 1 6 — 6 0.00
IEEPA tariff refund (83) (7) (77) — (77) (0.05)
Deferred tax expenses/benefits — (70) 70 — 70 0.05
Adjusted $ 1,423 $ 148 $ 1,275 $ 1 $ 1,275 $ 0.86
Three Months Ended June 30, 2025
(in millions, except per share data) Income (Loss) before Income Taxes Income Tax Expense (Benefit) Net Income (Loss) Net Income (Loss) Attributable to Noncontrolling Interests Net Income (Loss) Attributable to Boston Scientific Common Stockholders Impact per Share
Reported $ 941 $ 146 $ 795 $ (2) $ 797 $ 0.53
Non-GAAP adjustments:
Amortization expense 225 32 193 2 191 0.13
Goodwill and other intangible asset impairment charges 46 8 37 — 37 0.02
Acquisition/divestiture-related net charges/credits (92) 0 (92) — (92) (0.06)
Restructuring and restructuring-related net charges/credits 161 19 142 — 142 0.10
Investment portfolio net losses/gains and impairments (2) 0 (2) — (2) (0.00)
EU MDR implementation costs 10 1 9 — 9 0.01
Deferred tax expenses/benefits — (45) 45 — 45 0.03
Discrete tax items — (0) 0 — 0 0.00
Adjusted $ 1,289 $ 162 $ 1,127 $ 0 $ 1,127 $ 0.75
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Six Months Ended June 30, 2026
(in millions, except per share data) Income (Loss) before Income Taxes Income Tax Expense (Benefit) Net Income (Loss) Net Income (Loss) Attributable to Noncontrolling Interests Net Income (Loss) Attributable to Boston Scientific Common Stockholders Impact per Share
Reported $ 2,222 $ (21) $ 2,243 $ (4) $ 2,247 $ 1.51
Non-GAAP adjustments:
Amortization expense 466 55 410 5 406 0.27
Acquisition/divestiture-related net charges/credits 139 36 103 — 103 0.07
Restructuring and restructuring-related net charges/credits 77 8 69 — 69 0.05
Litigation-related net charges/credits 76 16 60 — 60 0.04
Investment portfolio net losses/gains and impairments (139) (33) (106) — (106) (0.07)
EU MDR implementation costs 14 2 12 — 12 0.01
IEEPA tariff refund (83) (7) (77) — (77) (0.05)
Deferred tax expenses/benefits — 250 (250) — (250) (0.17)
Adjusted $ 2,771 $ 305 $ 2,465 $ 1 $ 2,464 $ 1.66
Six Months Ended June 30, 2025
(in millions, except per share data) Income (Loss) before Income Taxes Income Tax Expense (Benefit) Net Income (Loss) Net Income (Loss) Attributable to Noncontrolling Interests Net Income (Loss) Attributable to Boston Scientific Common Stockholders Impact per Share
Reported $ 1,746 $ 279 $ 1,467 $ (4) $ 1,471 $ 0.98
Non-GAAP adjustments:
Amortization expense 444 62 383 4 378 0.25
Goodwill and other intangible asset impairment charges 46 8 37 — 37 0.02
Acquisition/divestiture-related net charges/credits 57 (4) 61 — 61 0.04
Restructuring and restructuring-related net charges/credits 210 26 184 — 184 0.12
Investment portfolio net losses/gains and impairments 6 2 5 — 5 0.00
EU MDR implementation costs 23 3 19 — 19 0.01
Deferred tax expenses/benefits — (91) 91 — 91 0.06
Discrete tax items — (0) 0 — 0 0.00
Adjusted $ 2,533 $ 284 $ 2,249 $ 1 $ 2,248 $ 1.51
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