Obligation Boston Scientific 6.4% ( US101137AG20 ) en USD

Boston Scientific

100 % ▲

Etas-Unis

US101137AG20 ( en USD )

6.4% par an ( paiement semestriel )

15/06/2016 - Obligation échue

Prospectus brochure de l'obligation Boston Scientific US101137AG20 en USD 6.4%, échue

1 000 USD

600 000 000 USD

101137AG2

BBB- ( Qualité moyenne inférieure )

NR

L'Obligation émise par Boston Scientific ( Etas-Unis ) , en USD, avec le code ISIN US101137AG20, paye un coupon de 6.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/06/2016

L'Obligation émise par Boston Scientific ( Etas-Unis ) , en USD, avec le code ISIN US101137AG20, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Boston Scientific ( Etas-Unis ) , en USD, avec le code ISIN US101137AG20, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 b61106fpe424b5.htm 424(B)(5) - BOSTON SCIENTIFIC CORPORATION
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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-132626
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 22, 2006)

$1,200,000,000
$600,000,000 6.00% Notes due 2011
$600,000,000 6.40% Notes due 2016

We are offering $600,000,000 of notes due June 15, 2011 and $600,000,000 of notes due June 15, 2016. We
refer to the 2011 notes and the 2016 notes together as the notes. We will pay interest on the notes on June 15 and
December 15 of each year, beginning December 15, 2006. We may redeem the notes in whole or in part at any time
at the redemption prices described in this prospectus supplement.
The notes will be senior unsecured obligations and will rank equally with all of our other senior unsecured
indebtedness from time to time outstanding.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the notes or determined that this prospectus supplement and the accompanying prospectus are
accurate or complete. Any representation to the contrary is a criminal offense.
Investing in the notes involves risks that are described in the "Risk Factors" section
beginning on page
S-13 of this prospectus supplement.

Proceeds to Us

Offering Price

Underwriting

Before

to Public(1)

Discounts

Expenses

Per Note due 2011

99.909%

0.600%

99.309%
Total

$
599,454,000
$
3,600,000
$
595,854,000
Per Note due 2016

99.619%

0.650%

98.969%
Total

$
597,714,000
$
3,900,000
$
593,814,000

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(1) Plus accrued interest, if any, from the date of original issuance.
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
We expect that delivery of the notes will be made to investors through the book-entry delivery system of The
Depository Trust Company and its direct participants, including Euroclear and Clearstream, on or about June 9, 2006.

Joint Bookrunners
Merrill Lynch & Co.
Banc of America Securities LLC

Senior Co-Managers on the 2011 Notes and Joint Bookrunners on the 2016 Notes
Bear, Stearns & Co. Inc.
Deutsche Bank Securities
Wachovia Securities

Co-Managers
ABN AMRO Incorporated
BNP PARIBAS
Daiwa Securities America Inc.
JPMorgan
Lazard Capital Markets
RBS Greenwich Capital
UBS Investment Bank
The date of this prospectus supplement is June 6, 2006.
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TABLE OF CONTENTS
Prospectus Supplement

Page

Forward-Looking Statements

S-3
Summary

S-7
Risk Factors

S-13
Use of Proceeds

S-14
Ratios of Earnings to Fixed Charges

S-15
Selected Consolidated Financial Information

S-16
Selected Unaudited Pro Forma Condensed Consolidated Financial Information

S-18
Description of the Notes

S-20
Material U.S. Federal Income Tax Consequences

S-25
Underwriting

S-28
Legal Matters

S-29
Experts

S-30
Where You Can Find More Information

S-30
Prospectus

Page

About This Prospectus

1
Where You Can Find More Information

2
Forward-Looking Statements and Risk Factors

3
Boston Scientific Corporation

6
Selling Stockholders

7
Use of Proceeds

8
Ratio of Earnings to Fixed Charges

8
Description of Debt Securities

9
Description of Preferred Stock

19
Description of Depositary Shares

22
Description of Common Stock

26
Description of Warrants

29
Description of Stock Purchase Contracts and Stock Purchase Units

30
Plan of Distribution

31
Legal Matters

33
Experts

33

You should rely only on the information contained or incorporated by reference in this prospectus supplement
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and the accompanying prospectus. We have not, and the underwriters have not, authorized any other person to
provide you with different information. If anyone provides you with different or inconsistent information, you should
not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should assume that the information appearing in this prospectus
supplement and the accompanying prospectus and the documents incorporated by reference is accurate only as of the
respective dates of such documents. Our business, financial condition, results of operations and prospects may have
changed since those dates.
S-2
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Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus and the documents incorporated herein and
therein by reference include forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). We intend such forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements in these provisions. These forward-looking statements are usually accompanied by words
such as "believe," "anticipate," "plan," "seek," "expect," "intend" and similar words used in connection with, among
other things, discussions of our financial performance, growth strategy, regulatory approvals, litigation outcomes,
product development or new product launches, market position, sales efforts, intellectual property matters or
acquisitions and divestitures. The forward-looking information is based on various factors and was derived using
numerous assumptions.
Forward-looking statements necessarily involve risks and uncertainties, and our actual results could differ
materially from those anticipated in the forward-looking statements due to a number of factors, including those set
forth below and elsewhere in this prospectus supplement and the accompanying prospectus (including the documents
incorporated by reference herein or therein). The factors set forth below and other cautionary statements made in this
prospectus supplement and the accompanying prospectus should be read and understood as being applicable to all
related forward-looking statements wherever they appear in this prospectus supplement and the accompanying
prospectus (including the documents incorporated by reference herein and therein). The forward-looking statements
contained in this prospectus supplement and the accompanying prospectus (including the documents incorporated by
reference herein and therein) represent our judgment as of the dates of this prospectus supplement, the accompanying
prospectus or the dates of the documents incorporated herein or therein, as the case may be. We caution readers not
to place undue reliance on such statements. We undertake no obligation to update publicly any forward-looking
statements for any reason, even if new information becomes available or other events occur in the future.
Examples of forward-looking statements discussed in this prospectus supplement and the accompanying
prospectus (including the documents incorporated by reference herein and therein) include, but are not limited to,
statements with respect to, and our performance may be affected by:
Coronary Stents

·
Volatility in the coronary stent market, competitive offerings and the timing of receipt of regulatory
approvals to market existing and anticipated drug-eluting stent technology and other coronary and
peripheral stent platforms;

·
Our ability to launch our TAXUS® Express2tm stent system in Japan during the first half of 2007, and
to launch our next-generation drug-eluting stent system, the TAXUS® Libertétm stent system, in the
U.S. late in 2006 and to maintain or expand our worldwide market leadership positions through
reinvestment in our drug-eluting stent program;

·
The continued availability of our TAXUS stent system in sufficient quantities and mix, our ability to
prevent disruptions to our TAXUS stent system manufacturing processes and to maintain or replenish
inventory levels consistent with forecasted demand around the world as we transition to next-
generation stent products;

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·
The impact of new drug-eluting stents on the size of the coronary stent market, distribution of share
within the coronary stent market in the U.S. and around the world, the average number of stents used
per procedure and average selling prices;

·
The overall performance of and continued physician confidence in our and other drug-eluting stents
and the results of drug-eluting stent clinical trials undertaken by us, our competitors or other third
parties;
S-3
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Table of Contents

·
Continued growth in the rate of physician adoption of drug-eluting stent technology in our Europe
and Inter-Continental markets;

·
Our ability to take advantage of our position as one of two early entrants in the U.S. drug-eluting stent
market, to anticipate competitor products as they enter the market and to respond to the challenges
presented as additional competitors enter the U.S. drug-eluting stent market; and

·
Our ability to manage inventory levels, accounts receivable, gross margins and operating expenses
relating to our TAXUS stent system and other product franchises and to react effectively to
worldwide economic and political conditions.
Litigation and Regulatory Compliance

·
The effect of litigation, risk management practices including self-insurance, and compliance activities
on the loss contingency, legal provision and cash flow of both Boston Scientific and Guidant;

·
The impact of stockholder derivative and class action, patent, product liability and other litigation on
both Boston Scientific and Guidant;

·
Any conditions imposed in resolving, or any inability to resolve, outstanding warning letters or other
FDA matters, as well as risks generally associated with regulatory compliance, quality systems
standards and complaint-handling, including field actions, of both Boston Scientific and Guidant; and

·
Costs associated with the incremental compliance and quality initiatives of both Boston Scientific and
Guidant.
Innovation

·
Our ability to complete planned clinical trials successfully, to obtain regulatory approvals and to
develop and launch products on a timely basis within cost estimates, including the successful
completion of in-process projects from purchased research and development;

·
Our ability to manage research and development and other operating expenses consistent with our
expected revenue growth over the next twelve months;

·
Our ability to fund and achieve benefits from our focus on internal research and development and
external alliances as well as our ability to capitalize on opportunities across our businesses;

·
Our ability to develop products and technologies successfully in addition to our TAXUS drug-eluting
stent technology;

·
Our failure to succeed at, or our decision to discontinue, any of our growth initiatives;

·
Our ability to integrate the acquisitions and other strategic alliances we have consummated;

·
Our decision to exercise options to purchase certain companies party to our strategic alliances and our
ability to fund with cash or common stock these and other acquisitions; and

·
The timing, size and nature of strategic initiatives, market opportunities and research and
development platforms available to us and the ultimate cost and success of these initiatives.
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Table of Contents
International Markets

·
Increasing dependence on international net sales to achieve growth;

·
Risks associated with international operations including compliance with local legal and regulatory
requirements; and

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

·
Our ability to generate sufficient cash flow to fund operations and capital expenditures, as well as our
strategic investments over the next twelve months and to maintain borrowing flexibility beyond the
next twelve months;

·
Our ability to access the public capital markets and to issue debt or equity securities on terms
reasonably acceptable to us;

·
Our ability to generate sufficient cash flow to effectively manage our debt levels and minimize the
impact of interest rate fluctuations on our floating-rate debt;

·
Our ability to maintain investment-grade credit ratings;

·
Our ability to maintain a 23 percent effective tax rate, excluding certain charges, during the remainder
of 2006 and to recover substantially all of our deferred tax assets; and

·
Our ability to align expenses with future expected revenue levels and reallocate resources to support
our future growth.
Acquisition of Guidant Corporation

·
Our ability to regain market share and net sales for implantable defibrillator and pacemaker systems;

·
The actual costs relating to the supplemental warranty programs and product field actions;

·
Risks associated with our acquisition of Guidant, including, among other things, the indebtedness we
have incurred and the integration challenges we will face; and

·
Risks associated with significant changes made or to be made to our organizational structure or to the
membership of our executive committee.
Several important factors in addition to the specific factors discussed in connection with each forward-looking
statement individually and in the factors described under the heading "Risk Factors" in this prospectus supplement
(including the documents incorporated by reference herein) could affect our future results and growth rates and could
cause those results and rates to differ materially from those expressed in the forward-looking statements and the risk
factors contained in this prospectus supplement and the accompanying prospectus (including the documents
incorporated by reference herein and therein). These additional factors include, among other things, future economic,
competitive, reimbursement and regulatory conditions, new product introductions, demographic trends, intellectual
property, financial market conditions and future business decisions made by us and our competitors, all of which are
difficult or impossible to predict accurately and many of which are beyond our control. Therefore, we wish to caution
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Document Outline

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