BOSTON SCIENTIFIC CORP

Previous wording

Our net sales for the first quarter of 2024 were $3.856 billion, compared to $3.389 billion for the first quarter of 2023. This increase of $467 million, or 13.8 percent, included operational 1 net sales growth of 15.0 percent and the negative impact of 120 basis points from foreign currency fluctuations. Operational net sales growth included organic 2 net sales growth of 13.1 percent and the positive impact of 190 basis points from our majority stake investment in Acotec Scientific Holdings Limited (Acotec) and the acquisitions of Apollo Endosurgery, Inc. (Apollo) and Relievant Medsystems, Inc. (Relievant) during the first, second and fourth quarters of 2023, respectively, for which there is less than a full period of comparable net sales. The increase in our net sales was primarily driven by the diversity of our product portfolio and strong execution, coupled with growth in the underlying markets in which we compete. Refer to Quarterly Results and Business Overview for a discussion of our net sales by business.

Current wording

Our net sales for the second quarter of 2024 were $4.120 billion, compared to $3.599 billion for the second quarter of 2023. This increase of $521 million, or 14.5 percent, included operational 1 net sales growth of 16.1 percent and the negative impact of 160 basis points from foreign currency fluctuations. Operational net sales growth included organic 2 net sales growth of 14.7 percent and the positive impact of 140 basis points from our majority stake investment in Acotec Scientific Holdings Limited (Acotec) and the acquisitions of Relievant Medsystems, Inc. (Relievant) and the endoluminal vacuum therapy portfolio of B. Braun Medical Inc. (Braun) during the first and fourth quarters of 2023 and first quarter of 2024, respectively, for which there is less than a full period of comparable net sales. The increase in our net sales was primarily driven by strong commercial execution across our businesses, led by the rapid adoption of our Farapulse™ Pulsed Field Ablation System following U.S. launch in early 2024. Refer to Quarterly Results and Business Overview for a discussion of our net sales by business.

Previous wording

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. Net sales of Endoscopy products of $642 million during the first quarter of 2024 represented 17 percent of our consolidated net sales. Endoscopy net sales increased $66 million, or 11.4 percent, during the first quarter of 2024, compared to the prior year period. During the first quarter of 2024, this increase included operational net sales growth of 12.1 percent and a negative impact of 70 basis points from foreign currency fluctuations, compared to the prior year period. Operational net sales growth included organic net sales growth of 9.8 percent during the first quarter of 2024 and the positive impact of 230 basis points from our acquisition of Apollo and divestiture of our pathology business in the second quarter of 2023.

Current wording

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. Net sales of Endoscopy products of $676 million during the second quarter and $1.318 billion during the first six months of 2024 represented 16 percent and 17 percent of our consolidated net sales, respectively. Endoscopy net sales increased $45 million, or 7.1 percent, during the second quarter and $111 million, or 9.2 percent, during the first six months of 2024, compared to the prior year periods. During the second quarter of 2024, this increase included operational net sales growth of 8.4 percent and a negative impact of 130 basis points from foreign currency fluctuations, compared to the prior year period. During the first six months of 2024, this increase included operational net sales growth of 10.2 percent and a negative impact of 100 basis points from foreign currency fluctuations, compared to the prior year period.

Previous wording

Organic net sales growth was primarily driven by our biliary franchise led by our AXIOS™ Stent and Delivery System, and our hemostasis and single use imaging franchises.

Current wording

Operational net sales growth included organic net sales growth of 7.9 percent during the second quarter of 2024 and 8.8 percent for the first six months of 2024, and the positive impact of 50 and 140 basis points, respectively, from our acquisition of Apollo and divestiture of our pathology business in the second quarter of 2023, and our acquisition of the endoluminal vacuum therapy portfolio of Braun in the first quarter of 2024. Organic net sales growth in both periods was primarily driven by our biliary franchise led by our AXIOS™ Stent and Delivery System and our endoluminal surgery franchise.

Previous wording

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. Net sales of Urology products of $513 million during the first quarter of 2024 represented 13 percent of our consolidated net sales. Urology net sales increased $44 million, or 9.3 percent, during the first quarter of 2024, compared to the prior year period. During the first quarter of 2024, this increase included operational net sales growth of 9.8 percent and a negative impact of 50 basis points from foreign currency fluctuations, compared to the prior year period.

Current wording

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. Net sales of Urology products of $525 million during the second quarter and $1.038 billion during the first six months of 2024 represented 13 percent of our consolidated net sales in both periods. Urology net sales increased $40 million, or 8.2 percent, during the second quarter and $83 million, or 8.7 percent, during the first six months of 2024, compared to the prior year periods. During the second quarter of 2024, this increase included operational net sales growth of 9.1 percent and a negative impact of 90 basis points from foreign currency fluctuations, compared to the prior year period. During the first six months of 2024, this increase included operational net sales growth of 9.5 percent and a negative impact of 70 basis points from foreign currency fluctuations, compared to the prior year period.

Previous wording

Operational net sales growth during the first quarter of 2024 was primarily driven by our stone management franchise, led by our Lumenis Pulse™ Holmium Laser Systems with MOSES™ Technology, as well as our prosthetic urology franchise.

Current wording

Operational net sales growth in both periods was primarily driven by our stone management franchise, led by our Lumenis Pulse™ Holmium Laser Systems with MOSES™ Technology, as well as our core stone and prosthetic urology franchises.

Previous wording

Our Neuromodulation business develops and manufactures devices to treat various neurological movement disorders and manage chronic pain. Net sales of Neuromodulation products of $256 million during the first quarter of 2024 represented 7 percent of our consolidated net sales. Neuromodulation net sales increased $22 million, or 9.5 percent during the first quarter of 2024, compared to the prior year period. During the first quarter of 2024, this increase included operational net sales growth of 9.8 percent and a negative impact of 30 basis points from foreign currency fluctuations, compared to the prior year period. Operational net sales growth included the positive impact of 1,120 basis points from our acquisition of Relievant in the fourth quarter of 2023 and a decline in organic net sales of 1.3 percent during the first quarter of 2024.

Current wording

Our Neuromodulation business develops and manufactures devices to treat various neurological movement disorders and manage chronic pain. Net sales of Neuromodulation products of $282 million during the second quarter and $539 million during the first six months of 2024 represented 7 percent of our consolidated net sales in both periods. Neuromodulation net sales increased $38 million, or 15.5 percent during the second quarter and $60 million, or 12.6 percent during the first six months of 2024, compared to the prior year periods. During the second quarter of 2024, this increase included operational net sales growth of 16.2 percent and a negative impact of 70 basis points from foreign currency fluctuations, compared to the prior year period. During the first six months of 2024, this increase included operational net sales growth of 13.1 percent and a negative impact of 50 basis points from foreign currency fluctuations, compared to the prior year period.

Previous wording

Our Cardiology business develops and manufactures devices and medical technologies for diagnosing and treating a variety of diseases and abnormalities of the heart. Net sales of Cardiology products of $1.872 billion during the first quarter of 2024 represented 49 percent of our consolidated net sales. Cardiology net sales increased $265 million, or 16.5 percent, during the first quarter of 2024, compared to the prior year period. During the first quarter of 2024, this increase included operational net sales growth of 17.9 percent and a negative impact of 140 basis points from foreign currency fluctuations, compared to the prior year period.

Current wording

Our Cardiology business develops and manufactures devices and medical technologies for diagnosing and treating a variety of diseases and abnormalities of the heart. Net sales of Cardiology products of $2.047 billion during the second quarter and $3.919 billion for the first six months of 2024 represented 50 percent and 49 percent of our consolidated net sales, respectively. Cardiology net sales increased $343 million, or 20.1 percent, during the second quarter and $609 million, or 18.4 percent, during the first six months of 2024, compared to the prior year periods. During the second quarter of 2024, this increase included operational net sales growth of 22.0 percent and a negative impact of 190 basis points from foreign currency fluctuations, compared to the prior year period. During the first six months of 2024, this increase included operational net sales growth of 20.0 percent and a negative impact of 160 basis points from foreign currency fluctuations, compared to the prior year period.

Previous wording

Operational net sales growth during the first quarter of 2024 was primarily driven by our continued market expansion of Left Atrial Appendage Closure (LAAC) procedures with our WATCHMAN FLX™ LAAC Device, as well as growth of our electrophysiology business, led by our Farapulse™ Pulsed Field Ablation System, our POLARx™ technologies and our access solutions portfolio, and our percutaneous coronary intervention guidance franchises.

Current wording

Operational net sales growth in both periods was primarily driven by growth of our electrophysiology business, led by our Farapulse™ Pulsed Field Ablation System, continued market penetration of Left Atrial Appendage Closure (LAAC) procedures with our WATCHMAN FLX™ LAAC Device and our WATCHMAN FLX™ Pro LAAC Device, as well as our access solutions portfolio and our percutaneous coronary intervention guidance franchises.

Previous wording

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. Net sales of Peripheral Interventions products of $573 million during the first quarter of 2024 represented 15 percent of our consolidated net sales. Peripheral Interventions net sales increased $70 million, or 13.9 percent, during the first quarter of 2024, compared to the prior year period. During the first quarter of 2024, this increase included operational net sales growth of 16.0 percent and a negative impact of 210 basis points from foreign currency fluctuations, compared to the prior year period. Operational net sales growth during the first quarter of 2024 included organic net sales growth of 11.3 percent and the positive impact of 460 basis points from our majority stake investment in Acotec which we acquired in the first quarter of 2023.

Current wording

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. Net sales of Peripheral Interventions products of $590 million during the second quarter and $1.163 billion for the first six months of 2024 represented 14 percent and 15 percent of our consolidated net sales, respectively. Peripheral Interventions net sales increased $55 million, or 10.2 percent, during the second quarter and $125 million, or 12.0 percent, during the first six months of 2024, compared to the prior year periods. During the second quarter of 2024, this increase included operational net sales growth of 12.3 percent and a negative impact of 210 basis points from foreign currency fluctuations, compared to the prior year period. During the first six months of 2024, this increase included operational net sales growth of 14.1 percent and a negative impact of 210 basis points from foreign currency fluctuations, compared to the prior year period.

Previous wording

Organic net sales growth during the first quarter of 2024 was primarily driven by our interventional oncology franchise led by our Therasphere™ Y-90 Radioactive Glass Microspheres and EMBOLD™ Fibered Coil, as well as our drug-eluting portfolio within our vascular franchise led by our Ranger™ Drug Coated Balloon.

Current wording

Operational net sales growth included organic net sales growth of 9.4 percent during the second quarter of 2024 and 10.4 percent during the first six months of 2024, and the positive impact of 280 and 370 basis points, respectively, from our majority stake investment in Acotec which we acquired in the first quarter of 2023. Organic net sales growth in both periods was primarily driven by our interventional oncology franchise led by our Therasphere™ Y-90 Radioactive Glass Microspheres and EMBOLD™ Fibered Coil, as well as our drug-eluting portfolio within our vascular franchise led by our Ranger™ Drug Coated Balloon.

Previous wording

Our Emerging Markets' net sales represented 17 percent of our consolidated net sales during the first quarter of 2024 and 16 percent during the first quarter of 2023, respectively. During the first quarter of 2024, our Emerging Markets net sales grew 22.6 percent on a reported basis, which included operational net sales growth of 28.2 percent and a negative impact of 550 basis points from foreign currency fluctuations, compared to the prior year period. Operational growth was driven primarily by growth in China, fueled by the breadth of our portfolio and focus on innovation and strong commercial execution.

Current wording

Our Emerging Markets' net sales represented 16 percent and 17 percent of our consolidated net sales during the second quarter and first six months of 2024, respectively, and 16 percent during the second quarter and first six months of 2023. During the second quarter of 2024, our Emerging Markets net sales grew 14.8 percent on a reported basis, which included operational net sales growth of 19.3 percent and a negative impact of 460 basis points from foreign currency fluctuations, compared to the prior year period. During the first six months of 2024, our Emerging Markets net sales grew 18.5 percent on a reported basis, which included operational net sales growth of 23.5 percent and a negative impact of 500 basis points from foreign currency fluctuations, compared to the prior year period. Operational growth in both periods was driven primarily by growth in China, fueled by the breadth of our portfolio and focus on innovation and strong commercial execution.

Previous wording

Our business has been impacted by global supply chain disruptions, which have improved in recent quarters, however challenges still exist. In particular, we have experienced, and may continue to experience, increases in cost and limited availability of certain raw materials, components, and other inputs necessary to manufacture and distribute our products due to constraints and inflation within the global supply chain, as well as increases in wage costs and the cost and time to distribute our products. Uncertainty around inflationary pressures, interest rates, monetary policy and changes in tax laws could potentially cause new, or exacerbate existing, economic challenges that we may face, including the impact of foreign currency fluctuations on our results of operations, or result in an economic downtown or recession, which could negatively impact our business operations and results. Existing and future potential geopolitical dynamics, including matters related to the Russia/Ukraine war, Israel/Hamas war, as well as tension in the Taiwan strait, may create economic, supply chain, energy, and other challenges, including disruptions to business operations, which impact, and may in the future negatively impact our business. In particular, international conflicts could create instability, have and may further result in sanctions, tariffs, and other measures that restrict international trade and may negatively affect our business operations and results.

Current wording

Our business has been impacted by global supply chain disruptions, which have continued to improve in recent quarters, however challenges still exist. We have experienced, and may continue to experience, increases in cost and limited availability of certain raw materials, components, and other inputs necessary to manufacture and distribute our products due to constraints and continued inflation within the global supply chain, as well as increases in wage costs and the cost and time to distribute our products. Uncertainty around inflationary pressures, interest rates, monetary policy and changes in tax laws could potentially cause new, or exacerbate existing, economic challenges that we may face, including the impact of foreign currency fluctuations on our results of operations, or result in an economic downtown or recession, which could negatively impact our business operations and results. Existing and future potential geopolitical dynamics, including matters related to the Russia/Ukraine war, Israel/Hamas war, as well as tension in the Taiwan strait, may create economic, supply chain, energy, and other challenges, including disruptions to business operations, which impact, and may in the future negatively impact, our business. In particular, international conflicts could create instability, have and may further result in sanctions, tariffs, and other measures that restrict international trade and may negatively affect our business operations and results.

Previous wording

Our Gross profit was $2.648 billion for the first quarter of 2024 and $2.349 billion for the first quarter of 2023. As a percentage of net sales, our Gross profit decreased to 68.7 percent during the first quarter of 2024, compared to 69.3 percent in the first quarter of 2023. The following is a reconciliation of our gross profit margin and a description of the drivers of the changes from period to period:

Current wording

Our Gross profit was $2.850 billion for the second quarter of 2024, $2.542 billion for the second quarter of 2023, $5.498 billion for the first six months of 2024 and $4.891 billion for the first six months of 2023. The following is a reconciliation of our gross profit margin and a description of the drivers of the changes from period to period:

Previous wording

The primary factors contributing to the decrease in our gross profit margin in the first quarter of 2024, as compared to the same period in the prior year, were inventory charges, period expenses and the unfavorable impact of foreign currency. These impacts were partially offset by increased sales of higher margin products.

Current wording

The primary factors contributing to the decrease in our gross profit margin in the second quarter of 2024, as compared to the same period in the prior year, were inventory charges, including related to the POLARx™ cryoablation system given the strong commercial adoption of our Farapulse™ Pulsed Field Ablation System in the U.S., and other period expenses. These impacts were partially offset by favorable foreign currency fluctuations. The decrease in our gross profit margin in the first six months of 2024, as compared to the same period in the prior year, resulted primarily from inventory charges, including related to the POLARx™ cryoablation system given the strong commercial adoption of our Farapulse™ Pulsed Field Ablation System, and other period expenses, partially offset by increased sales of higher margin products.

Previous wording

During the first quarter of 2024, SG&A expenses increased $149 million, or 12 percent, compared to the prior year period and were 50 basis points lower as a percentage of net sales. The increase in SG&A expenses was primarily due to higher selling costs driven by higher global net sales and costs to support recent and upcoming product launches, including the Farapulse™ Pulsed Field Ablation System.

Current wording

During the second quarter of 2024, SG&A expenses increased $92 million, or 7 percent, compared to the prior year period and were 250 basis points lower as a percentage of net sales. During the first six months of 2024, SG&A expenses increased $241 million, or 9 percent, compared to the prior year period and were 160 basis points lower as a percentage of net sales. The increase in SG&A expenses in both periods was primarily due to higher selling costs driven by higher global net sales and costs to support recent and upcoming product launches, including the Farapulse™ Pulsed Field Ablation System.

Previous wording

We remain committed to advancing medical technologies and investing in meaningful R&D projects across our businesses. During the first quarter of 2024, R&D expenses increased $29 million, or 9 percent, compared to the prior year period and were 40 basis points lower as a percentage of net sales. R&D expenses increased 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.

Current wording

We remain committed to advancing medical technologies and investing in meaningful R&D projects across our businesses. During the second quarter of 2024, R&D expenses increased $24 million, or 7 percent, compared to the prior year period and were 70 basis points lower as a percentage of net sales. During the first six months of 2024, R&D expenses increased $53 million, or 8 percent, compared to the prior year period, and were 60 basis points lower as a percentage of net sales. R&D expenses increased in both periods 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.

Previous wording

During the first quarter of 2024, Amortization expense increased $11 million, or 5 percent, compared to the prior year period. The increase in Amortization expense was driven by the addition of amortizable intangible assets associated with our recent acquisitions.

Current wording

During the second quarter of 2024, Amortization expense increased $3 million, or 2 percent, compared to the prior year period. In the first six months of 2024, Amortization expense increased $14 million, or 3 percent, compared to the prior year period. The increase in Amortization expense during both periods was driven by the addition of amortizable intangible assets associated with our recent acquisitions.

Previous wording

To recognize changes in the fair value of our contingent consideration liability, we recorded net charges of $17 million in the first quarter of 2024 and $12 million in the first quarter of 2023. The net charges recorded in the first quarter of 2024 related to an increase in expected payments for achievement of revenue-based earn outs as a result of over-performance. In addition, we made payments of $123 million and $68 million associated with prior acquisitions during the first quarter of 2024 and 2023, respectively, following the achievement of revenue-based earnouts. Refer to Note B – Acquisitions and Strategic Investments to our unaudited consolidated financial statements contained in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details related to our contingent consideration arrangements.

Current wording

To recognize changes in the fair value of our contingent consideration liability, we recorded net charges of $2 million in the second quarter of 2024, $19 million in the second quarter of 2023, $18 million in the first six months of 2024 and $31 million in the first six months of 2023. The net charges recorded in the second quarter and first six months of 2024 related to an increase in expected payments for achievement of revenue-based earn outs as a result of over-performance. In addition, we made payments of $133 million and $73 million associated with prior acquisitions during the first six months of 2024 and 2023, respectively, following the achievement of revenue-based earnouts. Refer to Note B – Acquisitions and Strategic Investments to our unaudited consolidated financial statements contained in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details related to our contingent consideration arrangements.

Previous wording

Pursuant to the 2023 Restructuring Plan, we recorded restructuring charges in accordance with FASB ASC Topic 420, Exit or Disposal Cost Obligations of $3 million in the first quarter of 2024. The restructuring reserve balance was $35 million as of March 31, 2024. In addition, we recorded restructuring-related charges of $43 million in the first quarter of 2024 primarily within Cost of products sold and SG&A Expenses. During the first quarter of 2023, we recorded restructuring charges of $20 million and restructuring-related charges of $24 million, and the restructuring reserve balance as of December 31, 2023 was $41 million.

Current wording

Pursuant to the 2023 Restructuring Plan, we recorded restructuring charges in accordance with FASB ASC Topic 420, Exit or Disposal Cost Obligations of $1 million and $5 million in the second quarter and first six months of 2024, respectively. The restructuring reserve balance was $29 million as of June 30, 2024. In addition, we recorded restructuring-related charges of $49 million and $92 million in the second quarter and first six months of 2024, respectively, primarily within Cost of products sold and SG&A Expenses. During the second quarter and first six months of 2023, we recorded restructuring charges of $16 million and $36 million, respectively, and restructuring-related charges of $26 million and $50 million, respectively, and the restructuring reserve balance as of December 31, 2023 was $41 million.

Previous wording

We did not record any litigation-related net charges (credits) during the first quarter of 2024 or 2023. 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) within our accompanying unaudited consolidated financial statements. All other legal and product liability charges, credits and costs are recorded within SG&A expenses.

Current wording

We did not record any litigation-related net charges (credits) during the second quarter and first six months of 2024 or 2023. 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) within our accompanying unaudited consolidated financial statements. All other legal and product liability charges, credits and costs are recorded within SG&A expenses.

Previous wording

Interest expense increased during the first quarter of 2024 compared to the prior year period primarily due to increased debt from the registered public offering of €2.000 billion in aggregate principal amount of euro-denominated senior notes during the quarter. Our average borrowing rate remained flat during the first quarter of 2024 compared to the prior year period. Refer to Liquidity and Capital Resources and Note E – Contractual Obligations and Commitments to our unaudited consolidated financial statements contained in Item 1 of Part I of this Quarterly Report on Form 10-Q for more information regarding our debt obligations.

Current wording

Interest expense increased during the second quarter and first six months of 2024 compared to the prior year period primarily due to increased debt from the registered public offering of €2.000 billion in aggregate principal amount of euro-denominated senior notes during the first quarter of 2024. Our average borrowing rate remained relatively flat during the second quarter and first six months of 2024 compared to the prior year period. Refer to Liquidity and Capital Resources and Note E – Contractual Obligations and Commitments to our unaudited consolidated financial statements contained in Item 1 of Part I of this Quarterly Report on Form 10-Q for more information regarding our debt obligations.

Previous wording

The principal reason for the difference between the statutory rate and our reported tax rate in the first quarter of 2024 primarily relates to certain charges for acquisition expenses as well as certain discrete benefits related to unrecognized tax benefits and stock-based compensation. In the first quarter of 2023, the primary difference between the statutory tax rate and our reported tax rate relates to certain discrete charges related to provision-to-return adjustments.

Current wording

The primary reasons for the difference between the statutory rate and our reported tax rate in the second quarter and first six months of 2024 relate to certain charges for acquisition expenses, as well as certain benefits for intangible asset impairment charges and integration costs, and discrete benefits primarily related to stock-based compensation. In the second quarter and first six months of 2023, the primary difference between the statutory tax rate and our reported tax rate relates to acquisition-related charges, as well as certain benefits for integration costs, and discrete tax items primarily related to unrecognized tax benefits.

Previous wording

Effective January 1, 2024, many countries where we do business, including the United Kingdom, Japan, South Korea, and many EU member states, adopted a global minimum effective tax rate of 15% based on the Pillar Two framework issued by the Organization for Economic Cooperation and Development (OECD). Other countries where we do business are also actively considering adopting the framework or are in various stages of enacting the framework into their country’s laws. While the Company continues to monitor legislative adoption of the Pillar Two rules by country, as well as for additional guidance from the OECD, there is significant uncertainty that exists regarding the interpretation of the detailed Pillar Two rules, whether such rules will be implemented consistently across taxing jurisdictions, how such rules interact with existing national tax laws and whether such rules are consistent with existing tax treaty obligations. Although the current impact of the adoption of a global minimum effective tax on our financial statements is not material, it is possible that the final adoption, implementation, and interpretation of Pillar Two across all jurisdictions where we do business could have a material adverse impact on our financial position, results of operations, and cash flows.

Current wording

Effective January 1, 2024, many countries where we do business, including the United Kingdom, Japan, South Korea, Canada and many EU member states, adopted a global minimum effective tax rate of 15% based on the Pillar Two framework issued by the Organization for Economic Cooperation and Development (OECD). Other countries where we do business are also actively considering adopting the framework or are in various stages of enacting the framework into their country’s laws. While the Company continues to monitor legislative adoption of the Pillar Two rules by country, as well as for additional guidance from the OECD, there is significant uncertainty that exists regarding the interpretation of the detailed Pillar Two rules, whether such rules will be implemented consistently across taxing jurisdictions, how such rules interact with existing national tax laws and whether such rules are consistent with existing tax treaty obligations. Although the current impact of the adoption of a global minimum effective tax on our financial statements is not material, it is possible that the final adoption, implementation, and interpretation of Pillar Two across all jurisdictions where we do business could have a material adverse impact on our financial position, results of operations, and cash flows.

Previous wording

Our financial results are affected by the selection and application of accounting policies and methods. During the first quarter of 2024, there were no material changes to the application of critical accounting policies previously disclosed in our most recent Annual Report on Form 10-K.

Current wording

Our financial results are affected by the selection and application of accounting policies and methods. During the second quarter and first six months of 2024, there were no material changes to the application of critical accounting policies previously disclosed in our most recent Annual Report on Form 10-K.

Previous wording

As of March 31, 2024, we had $2.329 billion of unrestricted Cash and cash equivalents on hand, including approximately $89 million held by Acotec, a less than wholly owned entity of which we acquired a majority stake investment during the first quarter of 2023. The balance is comprised of $1.946 billion invested in money market funds and time deposits and $384 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.

Current wording

As of June 30, 2024, we had $2.913 billion of unrestricted Cash and cash equivalents on hand, including approximately $83 million held by Acotec, a less than wholly owned entity of which we acquired a majority stake investment during the first quarter of 2023. The balance is comprised of $2.153 billion invested in money market funds and time deposits and $793 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.

Previous wording

In 2021, we entered into our $2.750 billion revolving credit facility (2021 Revolving Credit Facility) with a global syndicate of commercial banks initially scheduled to mature on May 10, 2026, with one-year extension options, subject to certain conditions. On March 1, 2023, we entered into an amendment of the 2021 Revolving Credit Facility, which provided for an extension of the scheduled maturity date to May 10, 2027 and replaced the London Interbank Offered Rate (LIBOR) with the Secured Overnight Financing Rate (SOFR) as the Eurocurrency Rate for Dollars, including applicable credit spread adjustments and relevant SOFR benchmark provisions, as well as modification to the calculation of consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), described under Financial Covenant below. 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 no amounts outstanding under the 2021 Revolving Credit Facility or our commercial paper program as of March 31, 2024, resulting in an additional $2.750 billion of available liquidity.

Current wording

In 2021, we entered into our $2.750 billion revolving credit facility (as amended, supplemented or otherwise modified from time to time, the 2021 Revolving Credit Facility) with a global syndicate of commercial banks. On May 10, 2024, we entered into a third amendment to the 2021 Revolving Credit Facility credit agreement, which provided for, among other things, an extension of the scheduled maturity date to May 10, 2029, an amendment of the Ratings based pricing grid of the Applicable Margin, each as defined in the credit agreement, and reset the applicable date for purposes of determining the amounts of restructuring charges and restructuring-related expenses that may be excluded from consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), as defined by the credit agreement, for purposes of our maximum leverage ratio covenant, from December 31, 2022 to March 31, 2024, as further discussed under Financial Covenant below. 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 no amounts outstanding under the 2021 Revolving Credit Facility or our commercial paper program as of June 30, 2024, resulting in an additional $2.750 billion of available liquidity.

Previous wording

During the first quarter of 2024, cash provided by (used for) operating activities decreased $27 million as compared to the prior year period primarily due to comparatively higher employee related payments and contingent consideration based payments, offset by higher sales and operating income.

Current wording

During the first six months of 2024, cash provided by (used for) operating activities increased $130 million compared to the prior year period primarily due to comparatively higher sales, operating income and slower inventory buildup due to improved macroeconomic supply chain conditions, offset by higher income tax and employee related payments.

Previous wording

During the first quarter of 2024, cash provided by (used for) investing activities included net cash payments of $47 million for acquired businesses as well aspurchases of property, plant and equipment and internal use softwareof $179 million. During the first quarter of 2023, cash used for investing activities included cash payments of $375 million, net of cash acquired, for the acquisition of a majority stake investment in Acotec, as well aspurchases of property, plant and equipment and internal use software of $111 million. For more information on our acquisitions, refer to Note B – Acquisitions and Strategic Investments to our unaudited consolidated financial statements contained in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Current wording

During the first six months of 2024, cash provided by (used for) investing activities included purchases of property, plant and equipment and internal use softwareof $334 million as well aspayments for investments and acquisitions of certain technologies, net of investment proceeds of $139 million. During the first six months of 2023, cash used for investing activities included cash payments of $1.018 billion, net of cash acquired, for the acquisition of Apollo and a majority stake investment in Acotec, as well aspurchases of property, plant and equipment and internal use software of $254 million. For more information on our acquisitions, refer to Note B – Acquisitions and Strategic Investments to our unaudited consolidated financial statements contained in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Previous wording

During the first quarter of 2024, cash provided by (used for) financing activities included a registered public offering (the Offering) of €2.000 billion in aggregate principal amount of euro-denominated senior notes (the 2024 Eurobonds). The Offering resulted in cash proceeds of $2.145 billion, net of investor discounts and issuance costs. We used the net proceeds from the Offering of the 2024 Eurobonds to fund the repayment at maturity of our 3.450% Senior Notes due March 2024 and to pay accrued and unpaid interest with respect to such notes. Additionally, we plan to use the remaining net proceeds from the Offering to fund a portion of the purchase price of our announced agreement to acquire Axonics Inc. (Axonics) and to pay related fees and expenses, and for general corporate purposes. If the Axonics acquisition is not consummated by the applicable outside date pursuant to the merger agreement or we choose to not pursue consummation of the acquisition, we will be required to redeem each series of the notes at a special mandatory redemption price equal to 101% of the aggregate principal amount of such series of notes, plus accrued and unpaid interest, if any, to, but excluding, the date on which the notes will be redeemed. For more information, refer to Note E – Contractual Obligations and Commitments to our unaudited consolidated financial statements contained in Item 1 of Part I of this Quarterly Report on Form 10-Q. Cash provided by (used for) financing activities in the first quarter of 2023 included cash used to net share settle employee equity awardsof $50 million andproceeds from issuances of common stock pursuant to employee stock compensation and purchase plansof $63 million.

Current wording

During the first six months of 2024, cash provided by (used for) financing activities included a registered public offering (the Offering) of €2.000 billion in aggregate principal amount of euro-denominated senior notes (the 2024 Eurobonds). The Offering resulted in cash proceeds of $2.145 billion, net of investor discounts and issuance costs. We used the net proceeds from the Offering of the 2024 Eurobonds to fund the repayment at maturity of our 3.450% Senior Notes due March 2024 and to pay accrued and unpaid interest with respect to such notes. Additionally, we plan to use the remaining net proceeds from the Offering to fund a portion of the purchase price of our announced agreement to acquire Axonics, Inc. (Axonics) and to pay related fees and expenses, and for general corporate purposes. If the Axonics acquisition is not consummated by the applicable outside date pursuant to the merger agreement or we choose to not pursue consummation of the acquisition, we will be required to redeem each series of the notes at a special mandatory redemption price equal to 101% of the aggregate principal amount of such series of notes, plus accrued and unpaid interest, if any, to, but excluding, the date on which the notes will be redeemed. For more information, refer to Note E – Contractual Obligations and Commitments to our unaudited consolidated financial statements contained in Item 1 of Part I of this Quarterly Report on Form 10-Q. Cash provided by (used for) financing activities in the first six months of 2023 included proceeds from issuances of common stock pursuant to employee stock compensation and purchase plansof $90 million, cash used to net share settle employee equity awardsof $52 million andpayments of contingent consideration previously established in purchase accounting of$39 million.

Previous wording

The 2021 Revolving Credit Facility includes the financial covenant requirement for all of our credit arrangements that we maintain the maximum permitted leverage ratio of 3.75 times for the remaining term. The credit agreement provides for higher leverage ratios, at our election, for the period following a Qualified Acquisition, as defined by the agreement, 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 2021 Revolving Credit Facility. We have elected to designate the Axonics acquisition as a Qualified Acquisition under the credit agreement, and upon closing, will increase the maximum permitted leverage ratio at that time. The agreement also provides for an exclusion of any debt incurred to fund a Qualified Acquisition, until the earlier of the acquisition close date or date of abandonment, termination or expiration of the acquisition agreement. As of March 31, 2024, we excluded $2.138 billion of debt incurred from our leverage ratio calculation in connection with the Axonics acquisition. We believe that we have the ability to comply with the financial covenant for the next 12 months.

Current wording

The 2021 Revolving Credit Facility includes the financial covenant requirement for all of our credit arrangements that we maintain the maximum permitted leverage ratio of 3.75 times for the remaining term. The credit agreement provides for higher leverage ratios, at our election, for the period following a Qualified Acquisition, as defined by the agreement, 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 2021 Revolving Credit Facility. We have elected to designate the Axonics acquisition as a Qualified Acquisition under the credit agreement, and upon closing, will increase the maximum permitted leverage ratio at that time. The agreement also provides for an exclusion of any debt incurred to fund a Qualified Acquisition, until the earlier of the acquisition close date or date of abandonment, termination or expiration of the acquisition agreement. As of June 30, 2024, we excluded from our leverage ratio calculation $2.120 billion of debt incurred in connection with the Axonics acquisition. We believe that we have the ability to comply with the financial covenant for the next 12 months.

Previous wording

The financial covenant requirement, as amended on March 1, 2023, provides for an exclusion from the calculation of consolidated EBITDA, as defined by the credit agreement, through maturity, of certain charges and expenses. The credit agreement amendment reset the starting date for purposes of calculating such permitted exclusions in each case from March 31, 2021 to December 31, 2022. Permitted exclusions include 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 March 31, 2024, we had $273 million of the restructuring charge exclusion remaining. In addition, any cash litigation payments (net of any cash litigation receipts), as defined by the agreement, are excluded from the calculation of consolidated EBITDA, as defined by the agreement, provided that the sum of any excluded net cash litigation payments do not exceed $1.000 billion plus all accrued legal liabilities as of December 31, 2022. As of March 31, 2024, we had $1.457 billion of the litigation exclusion remaining.

Current wording

The financial covenant requirement, as amended on May 10, 2024, provides for an exclusion from the calculation of consolidated EBITDA, as defined by the credit agreement, through maturity, of certain charges and expenses. The credit agreement amendment reset the starting date for purposes of calculating such permitted exclusions related to restructuring charges and restructuring-related expenses from December 31, 2022 to March 31, 2024. Permitted exclusions include up to $500 million in cash and non-cash restructuring charges and restructuring-related expenses associated with our current or future restructuring plans. As of June 30, 2024, we had $453 million of the restructuring charge exclusion remaining. In addition, any cash litigation payments (net of any cash litigation receipts), as defined by the agreement, are excluded from the calculation of consolidated EBITDA, as defined by the agreement, provided that the sum of any excluded net cash litigation payments do not exceed $1.000 billion plus all accrued legal liabilities as of December 31, 2022. As of June 30, 2024, we had $1.448 billion of the litigation exclusion remaining.

Previous wording

On January 8, 2024, we announced our entry into a definitive agreement to acquire 100 percent of Axonics, a publicly traded medical technology company primarily focused on the development and commercialization of devices to treat urinary and bowel dysfunction. The purchase price is $71.00 in cash per share, or approximately $3.670 billion. On April 3, 2024, we and Axonics each received a request for additional information (Second Request) from the United States Federal Trade Commission (FTC) in connection with the FTC's review of the transaction. The issuance of the Second Request extends the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act), until 30 days after both we and Axonics have substantially complied with the Second Request, unless the waiting period is extended voluntarily by the parties or terminated earlier by the FTC. We and Axonics expect to promptly respond to the Second Request and to continue to work cooperatively with the FTC in its review. The transaction is expected to be completed in the second half of 2024, subject to the expiration or termination of the waiting period under the HSR Act and the satisfaction (or waiver) of other customary closing conditions. The Axonics business will be integrated into our Urology division.

Current wording

On January 8, 2024, we announced our entry into a definitive agreement to acquire 100 percent of Axonics, a publicly traded medical technology company primarily focused on the development and commercialization of devices to treat urinary and bowel dysfunction. The purchase price is $71.00 in cash per share, or approximately $3.670 billion. On April 3, 2024, we and Axonics each received a request for additional information (Second Request) from the United States Federal Trade Commission (FTC) in connection with the FTC's review of the transaction. The issuance of the Second Request extends the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act), until 30 days after both we and Axonics have substantially complied with the Second Request, unless the waiting period is extended voluntarily by the parties or terminated earlier by the FTC. We and Axonics are responding to the Second Request and continue to work cooperatively with the FTC in its review. The transaction is expected to be completed in the second half of 2024, subject to the expiration or termination of the waiting period under the HSR Act and the satisfaction (or waiver) of other customary closing conditions. We plan to fund the acquisition through a mix of cash on hand and net proceeds from the Offering. The Axonics business will be integrated into our Urology division.

Previous wording

We received $80 million during the first quarter of 2024 and $63 million during the first quarter of 2023 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.

Current wording

We received $106 million during the first six months of 2024 and $90 million during the first six months of 2023 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.

Previous wording

We did not repurchase any shares of our common stock during the first quarter of 2024 or 2023. 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 March 31, 2024, we had the full amount remaining available under the authorization.

Current wording

We did not repurchase any shares of our common stock during the first six months of 2024 or 2023. 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 30, 2024, we had the full amount remaining available under the authorization.

Previous wording

Our sustainable environmental, social and governance (ESG) 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. Our global ESG vision and strategy is led by our ESG Executive Steering Committee and our vice president of ESG, who provides regular updates to our Board of Directors. Our ESG team works closely with subject matter experts and key advisors from across the business to implement our ESG practices and determine how we measure and share progress. These efforts are supported by our cross-functional teams, our Environmental Health and Safety teams and policies, our Global Council for Inclusion, as well as our local, regional and national employee and community engagement programs. Since 2021, our annual bonus plan has included performance measures for certain ESG goals. For additional information on our sustainability efforts, as well as our Diversity, Equity and Inclusion initiatives, refer to our most recent Annual Report on Form 10-K. For additional information on our annual bonus plan, refer to our Proxy Statement for the 2024 Annual Meeting of Shareholders.

Current wording

Our sustainable environmental, social and governance (ESG) 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. Our global ESG vision and strategy is led by our ESG Executive Steering Committee and our vice president of ESG, who provides regular updates to our Board of Directors or committees thereof as appropriate. Our ESG team works closely with subject matter experts and key advisors from across the business to implement our ESG practices and determine how we measure and share progress. The importance of our ESG efforts is reinforced by a company wide scorecard that is part of our annual bonus program. For additional information on our sustainability efforts, as well as our Diversity, Equity and Inclusion initiatives, refer to our most recent Annual Report on Form 10-K. For additional information on our annual bonus plan, refer to our Proxy Statement for the 2024 Annual Meeting of Shareholders.

Previous wording

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), certain litigation-related net charges (credits), EU MDR implementation costs, debt extinguishment net charges, deferred tax expenses (benefits) and certain discrete tax items. 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 Accounting Standards Codification Topic 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 for an explanation of each of these adjustments and the reasons for excluding each item.

Current wording

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), certain litigation-related net charges (credits), EU MDR implementation costs, debt extinguishment net charges, deferred tax expenses (benefits) and certain discrete tax items. 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 Accounting Standards Codification Topic 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 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.

Previous wording

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 on Form 10-Q. 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: economic conditions, including the impact of foreign currency fluctuations, future U.S. and global political, competitive, reimbursement and regulatory conditions; geopolitical events; manufacturing, distribution and supply chain disruptions and cost increases; disruptions caused by cybersecurity events; disruptions caused by public health emergencies or extreme weather or other climate change-related events; labor shortages and increases in labor costs; variations in outcomes of ongoing and future clinical trials and market studies; new product introductions and the market acceptance of those products; market competition for our products; expected pricing environment; expected procedural volumes; the closing and integration of acquisitions; demographic trends; intellectual property rights; litigation; financial market conditions; the execution and effect of our restructuring program; the execution and effect of our business strategy, including our cost-savings and growth initiatives; our ability to achieve environmental, social and governance goals and commitments; and future business decisions made by us and our competitors. New risks and uncertainties may arise from time to time and are difficult to predict. All of these factors are difficult or impossible to predict accurately and many of them are beyond our control. For a further list and description of these and other important risks and uncertainties that may affect our future operations, refer to Part I, Item 1A. Risk Factors in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we may update in Part II, Item 1A. Risk Factors in subsequent Quarterly Reports on Form 10-Q that we will file hereafter. We disclaim any intention or obligation to publicly update or revise any forward-looking statement to reflect any change in our expectations or in events, conditions, or circumstances on which those expectations may be based, or that may affect the likelihood that actual resu…

Excerpt shortened here; the source contains the full paragraph.

Current wording

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 on Form 10-Q. 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: economic conditions, including the impact of foreign currency fluctuations; future U.S. and global political, competitive, reimbursement and regulatory conditions; geopolitical events; manufacturing, distribution and supply chain disruptions and cost increases; disruptions caused by cybersecurity events; disruptions caused by public health emergencies or extreme weather or other climate change-related events; labor shortages and increases in labor costs; variations in outcomes of ongoing and future clinical trials and market studies; new product introductions and the market acceptance of those products; market competition for our products; expected pricing environment; expected procedural volumes; the closing and integration of acquisitions; demographic trends; intellectual property rights; litigation; financial market conditions; the execution and effect of our restructuring program; the execution and effect of our business strategy, including our cost-savings and growth initiatives; our ability to achieve environmental, social and governance goals and commitments; and future business decisions made by us and our competitors. New risks and uncertainties may arise from time to time and are difficult to predict. All of these factors are difficult or impossible to predict accurately and many of them are beyond our control. For a further list and description of these and other important risks and uncertainties that may affect our future operations, refer to Part I, Item 1A. Risk Factors in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we may update in Part II, Item 1A. Risk Factors in subsequent Quarterly Reports on Form 10-Q that we will file hereafter. We disclaim any intention or obligation to publicly update or revise any forward-looking statement to reflect any change in our expectations or in events, conditions, or circumstances on which those expectations may be based, or that may affect the likelihood that actual resu…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

•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,

Current wording

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

Previous wording

•Our ability to secure our information technology and operational technology systems that support our business operations and protect our data integrity and products from a cyber-attack or other breach that may have a material adverse effect on our business, reputation or results of operations including increased risks as an indirect result of the ongoing Russia/Ukraine war and Israel/Hamas war, and

Current wording

•Our ability to secure our information technology and operational technology systems that support our business operations and protect our data integrity and products from a cyber-attack, other breach or other malicious actors that may have a material adverse effect on our business, reputation or results of operations including increased risks as an indirect result of the ongoing Russia/Ukraine war and Israel/Hamas war, and