Bond Boston Scientifics Corporation 4% ( US101137AS67 ) in USD

Boston Scientifics Corporation

100 % ▲

United States

US101137AS67 ( in USD )

4% per year ( payment 2 times a year)

29/02/2028

Prospectus brochure of the bond Boston Scientific Corp US101137AS67 en USD 4%, maturity 29/02/2028

2 000 USD

433 545 000 USD

101137AS6

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

01/03/2026 ( In 76 days )

Boston Scientific Corporation is a global medical device company that develops, manufactures, and sells medical devices used in various healthcare areas, including cardiology, interventional radiology, endoscopy, and neuromodulation.

Global medical technology leader Boston Scientific Corp has issued a USD-denominated bond, identified by ISIN US101137AS67 (CUSIP: 101137AS6) and issued in the United States, which offers a 4% interest rate paid semi-annually, carries a total issuance size of $433,545,000 with a minimum purchase amount of $2,000, matures on February 29, 2028, currently trades at 100% of its par value on the market, and holds investment-grade credit ratings of BBB+ from Standard & Poor's and Baa1 from Moody's.

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TABLE OF CONTENTS
Table of Contents
Calculation of the Registration Fee

Amount to be
Max Aggregate
Amount of
Title of Each Class of Securities Offered

Registered

Offering Price

Registration Fee(1)

4.000% Senior Notes due 2028

$1,000,000,000
$1,000,000,000
$124,500

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. The total registration fee due for this offering is $124,500
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-223095
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 20, 2018)
$1,000,000,000
4.000% Senior Notes due 2028
We are offering $1,000,000,000 aggregate principal amount of our 4.000% senior notes due 2028 (the "notes"). We will pay interest on the notes on
March 1 and September 1 of each year, beginning September 1, 2018.
We may redeem the notes in whole at any time or in part from time to time at the redemption prices described under the heading "Description of
the Notes--Optional Redemption" in this prospectus supplement.
The notes will be our senior unsecured obligations. The notes will rank equally in right of payment with all of our existing and future senior
unsecured and unsubordinated indebtedness and will rank senior in right of payment to any of our existing and future indebtedness that is subordinated
to the notes.
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 our securities involves risks. See "Information Concerning Forward-Looking Statements" on
page S-7 and the risks described under the heading "Risk Factors" beginning on page S-4 of this prospectus
supplement and under the heading "Risk Factors" in our periodic reports that we file with the Securities and
Exchange Commission before investing in any of our securities.

Proceeds to
Offering
Underwriting
Us Before

Price to Public(1)

Discounts

Expenses(1)

Per note

99.828%

0.650%

99.178%

Total

$998,280,000

$6,500,000

$991,780,000

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(1)
Plus accrued interest, if any, from February 26, 2018.
Currently, there is no public market for the notes. The notes will not be listed on any securities exchange or quoted on any automated dealer
quotation system.
The underwriters expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company and its direct
participants, including Euroclear and Clearstream, on or about February 26, 2018.
Joint Book-Running Managers
Barclays
BofA Merrill Lynch
Citigroup
Deutsche Bank Securities

J.P. Morgan

Wells Fargo Securities
Co-Managers
BNP PARIBAS

DNB Markets

MUFG
RBC Capital Markets

Scotiabank

SMBC Nikko
Standard Chartered Bank

TD Securities

US Bancorp

The date of this prospectus supplement is February 22, 2018.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
SUMMARY
S-1
RISK FACTORS
S-4
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
S-7
USE OF PROCEEDS
S-8
STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
S-9
DESCRIPTION OF THE NOTES
S-10
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
S-18
UNDERWRITING
S-22
LEGAL MATTERS
S-27
EXPERTS
S-27
WHERE YOU CAN FIND MORE INFORMATION
S-28

Prospectus

Page

ABOUT THIS PROSPECTUS

3
WHERE YOU CAN FIND MORE INFORMATION

3
FORWARD-LOOKING STATEMENTS

5
RISK FACTORS

7
BOSTON SCIENTIFIC CORPORATION

8
USE OF PROCEEDS

9
STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

10
DESCRIPTION OF DEBT SECURITIES

11
PLAN OF DISTRIBUTION

22
LEGAL MATTERS

23
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EXPERTS

23
S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of the notes we are offering
and other matters relating to us. The second part is the accompanying prospectus, which provides more general information about the securities we may
offer from time to time, some of which may not apply to this offering of notes. This prospectus supplement and the accompanying prospectus are part of
a registration statement that we filed with the Securities and Exchange Commission (the "SEC") using the SEC's shelf registration rules. You should
read both this prospectus supplement and the accompanying prospectus, together with the documents incorporated by reference and the additional
information described under the heading "Where You Can Find More Information" in this prospectus supplement and the accompanying prospectus
before making an investment decision.
To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in
the accompanying prospectus, on the other hand, the information contained in this prospectus supplement shall control. If any statement in this
prospectus supplement conflicts with any statement in a document that has been incorporated herein by reference, then you should consider only the
statement in the more recent document. You should assume that the information contained in this prospectus supplement, the accompanying prospectus
and the documents incorporated by reference is accurate only as of their respective dates.
We have not, and the underwriters have not, authorized any person to provide you with any information or to make any representation other than as
contained in this prospectus supplement or in the accompanying prospectus and the information incorporated by reference herein and therein. We and
the underwriters do not take any responsibility for, and can provide no assurance as to the reliability of, any information that others may provide you.
The information appearing or incorporated by reference in this prospectus supplement and the accompanying prospectus is accurate only as of the date
of this prospectus supplement or the date of the document in which incorporated information appears unless otherwise noted in such documents. Our
business, financial condition, results of operations and prospects may have changed since those dates.
Unless otherwise indicated or unless the context otherwise requires, all references in this prospectus supplement to "Boston Scientific," the
"Company," "we," "us," and "our" refer to Boston Scientific Corporation and its divisions and subsidiaries.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may be
restricted by law. We are not, and the underwriters are not, making an offer of the notes in any jurisdiction where the offer is not permitted. Persons who
come into possession of this prospectus supplement and the accompanying prospectus should inform themselves about and observe any such restrictions.
This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to
do so or to any person to whom it is unlawful to make such offer or solicitation.
In the United Kingdom, this prospectus supplement is for distribution only to (i) persons having professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial
Promotion Order"), (ii) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial
Promotion Order, or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to
be communicated (all such persons in the United Kingdom together being referred to as "relevant persons"). This prospectus supplement is directed
only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which
this prospectus supplement relates is available only to relevant persons and will be engaged in only with relevant persons.
S-ii
Table of Contents
SUMMARY
The information below is a summary of the more detailed information included elsewhere or incorporated by reference in this prospectus
supplement and the accompanying prospectus. You should read carefully the following summary together with the more detailed information contained
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in this prospectus supplement, including the "Risk Factors" section beginning on page S-4 of this prospectus supplement, the accompanying prospectus
and the information incorporated by reference herein and therein. This summary is not complete and does not contain all of the information you should
consider before purchasing the notes.
Boston Scientific Corporation
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 35 years, 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.
Our history began in the late 1960s when our co-founder, John Abele, acquired an equity interest in Medi-tech, Inc., a research and development
company focused on developing alternatives to surgery. In 1969, Medi-tech introduced a family of steerable catheters used in some of the world's first
less-invasive procedures. In 1979, John Abele joined with Pete Nicholas to form Boston Scientific Corporation, which indirectly acquired Medi-tech.
This acquisition began a period of active and focused new product development, innovation, market development and organizational growth. Since
then, we have advanced the practice of less-invasive medicine by helping physicians and other medical professionals diagnose and treat a wide range of
diseases and medical conditions, and improve patients' quality of life by providing alternatives to surgery and other medical procedures that are typically
traumatic to the body.
Our net sales have increased substantially since our formation. Our growth has been fueled in part by strategic acquisitions designed to improve
our ability to take advantage of growth opportunities in the medical device industry and to build depth of portfolio within our core businesses. These
strategic acquisitions have helped us to add promising new technologies to our pipeline and to offer one of the broadest product portfolios in the world
for use in less-invasive procedures in our core areas of Cardiovascular, Rhythm Management and Medical Surgical (MedSurg). We believe that the
depth and breadth of our product portfolio has also enabled us to compete more effectively in the current healthcare environment that seeks to improve
outcomes and lower costs. Our strategy of category leadership also enables us to compete in a changing, contracting landscape and position our products
with physicians, managed care, large buying groups, governments and hospitals, while also expanding internationally and managing the complexities of
the global healthcare market.
Our principal executive offices are located at 300 Boston Scientific Way, Marlborough, Massachusetts 01752-1234. Our telephone number is
(508) 683-4000. Our website is located at www.bostonscientific.com. We have included our website address as an inactive textual reference only.
Information contained on, or accessible through, our website is not incorporated in this prospectus supplement, the accompanying prospectus or any
document incorporated by reference herein or therein.
S-1
Table of Contents

The Offering
The following summary contains basic information about the notes and is not intended to be complete. It does not contain all of the information
that may be important to you. For a more detailed description of the notes, please refer to the section entitled "Description of the Notes" in this
prospectus supplement and the section entitled "Description of Debt Securities" in the accompanying prospectus.
Issuer
Boston Scientific Corporation

Notes Offered
$1,000,000,000 aggregate principal amount of 4.000% senior notes due 2028.

Maturity Date
March 1, 2028.

Interest
Payment
Dates
March 1 and September 1 of each year, commencing September 1, 2018.

Use of Proceeds
We intend to use the net proceeds from this offering to redeem our 2.650% notes due October 2018,
of which $600 million aggregate principal amount was outstanding as of the date of this prospectus
supplement, to repay short term debt and to pay related fees, expenses and premiums. Any such
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redemption would be made in accordance with the terms of the applicable indenture, including
providing the required notice of redemption. See "Use of Proceeds" in this prospectus supplement.

Optional
We may redeem the notes prior to maturity at our option, at any time in whole or in part from time
Redemption
to time at the redemption prices described under the heading "Description of the Notes--Optional
Redemption" in this prospectus supplement.

Repurchase at
the Option of
Holders Upon
Upon the occurrence of a Change of Control Repurchase Event, we will be required to make an offer
Change of
to repurchase all of the notes then outstanding at a repurchase price equal to 101% of their principal
Control
amount thereof, plus accrued and unpaid interest (if any) to, but not including, the date of repurchase.
Repurchase
See "Description of the Notes--Repurchase at the Option of Holders Upon Change of Control
Event
Repurchase Event" in this prospectus supplement.

Ranking
The notes:

· are senior unsecured obligations;

· rank equally in right of payment with all of our other existing and future senior unsecured and
unsubordinated indebtedness;

· are senior to any existing or future subordinated debt;

· are effectively junior to any existing or future secured indebtedness to the extent of the collateral
securing such indebtedness; and
S-2
Table of Contents
· are effectively junior to any existing and future indebtedness and other
liabilities of our subsidiaries.

At December 31, 2017, we had outstanding approximately $5.61 billion of
unsecured indebtedness with which the notes would rank equally. We expect
to repay a portion of the outstanding indebtedness with the net proceeds of
this offering. See "Use of Proceeds" in this prospectus supplement. In
addition, certain of our subsidiaries had approximately $6 million of
outstanding indebtedness at December 31, 2017 that would have been
effectively senior to the notes.

Covenants
We will issue the notes under an indenture containing covenants for your
benefit. These covenants will restrict our ability, with certain exceptions, to:

· merge or consolidate with another entity or transfer all or substantially all
of our property and assets; and

· incur liens.

These covenants are subject to important exceptions and qualifications, as
described under the headings "Description of Debt Securities--Merger,
Consolidation, or Sale of Assets" and "Description of the Notes--Limitation
on Liens" elsewhere in this prospectus supplement and in the accompanying
prospectus.

Additional Notes
We may, without notice or consent of the holders of the notes, create and
issue further notes ranking equally and ratably in all respects with the notes,
so that such further notes will be consolidated and form a single series with
the notes and will have the same terms as to status, redemption or otherwise
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as the notes.

No Listing
We do not intend to list the notes on any securities exchange or automated
dealer quotation system. The notes will be new securities for which there
currently is no public market. See "Risk Factors--Risks Relating to the Notes
--There is no public market for the notes" in this prospectus supplement.

Trustee
U.S. Bank National Association.

Governing Law
The notes will be, and the indenture pursuant to which we will issue the notes
is, governed by the laws of New York State.

Risk Factors
Investing in the notes involves risks. See "Risk Factors" beginning on page S-
4 of this prospectus supplement and other information included or
incorporated by reference in this prospectus supplement and the
accompanying prospectus for a discussion of factors you should carefully
consider before deciding to invest in the notes.
S-3
Table of Contents
RISK FACTORS
An investment in the notes involves risks. You should consider carefully the risks described below and the other information contained or
incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision, including the risks
and uncertainties set forth in Part I, Item 1A. under the heading "Risk Factors" in our 2017 Form 10-K as well as any other document we may file with
the SEC that is incorporated by reference herein. The risks and uncertainties described in this prospectus supplement as well as the documents
incorporated by reference herein are not the only ones facing us. Additional risks and uncertainties that we do not currently know about or that we
currently believe are not material may also adversely affect our business. If any of the risks and uncertainties described in this prospectus supplement
or the documents incorporated by reference herein actually occur, our business, financial condition, results of operations and prospects could be
adversely affected in a material way. The occurrence of any of these risks may cause you to lose all or part of your investment in the notes.
This prospectus supplement also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ
materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and
elsewhere in this prospectus supplement. See "Information Concerning Forward-Looking Statements" in this prospectus supplement.
Risks Relating to the Notes
The notes are structurally subordinated to the liabilities of our subsidiaries.
The notes are obligations exclusively of us and not of any of our subsidiaries. A significant portion of our operations is conducted through our
subsidiaries. Our subsidiaries are separate legal entities that have no obligation to pay any amounts due under the notes or to make any funds available
therefor, whether by dividends, loans or other payments. Except to the extent we are a creditor with recognized claims against our subsidiaries, all
claims of creditors (including trade creditors) and holders of preferred stock, if any, of our subsidiaries will have priority with respect to the assets of
such subsidiaries over our claims (and therefore the claims of our creditors, including holders of the notes). Consequently, the notes will be effectively
subordinated to all current and future liabilities of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish.
The notes will be effectively junior to any secured indebtedness that we may issue in the future.
The notes are unsecured. As of December 31, 2017, we had no secured debt outstanding. Holders of our secured debt that we may issue in the
future may foreclose on the assets securing such debt, reducing the cash flow from the foreclosed property available for payment of unsecured debt,
including the notes. Holders of our secured debt also would have priority over unsecured creditors in the event of our bankruptcy, liquidation or similar
proceeding to the extent of the collateral securing such secured debt. As a result, the notes will be effectively junior to any secured debt that we may
issue in the future.
We may issue additional notes.
Under the terms of the indenture that governs each series of the notes we may issue, including the notes offered hereby, we may from time to time
without notice to, or the consent of, the holders of any series of notes, create and issue additional notes of a new or existing series, which notes, if of an
existing series, will be equal in rank to the notes of that series in all material respects so that, subject to certain tax considerations, the new notes may be
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consolidated and form a single series with such notes and have the same terms as to the status, voting rights, redemption or otherwise as such notes.
S-4
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Redemption may adversely affect your return on the notes.
The notes are redeemable at our option, and therefore we may choose to redeem the notes at times when prevailing interest rates are relatively low.
As a result, you may not be able to reinvest the proceeds you receive from the redemption in a comparable security at an effective interest rate as high
as the interest rate on your notes being redeemed.
We may not be able to repurchase all of the notes upon a Change of Control Repurchase Event.
As described under the heading "Description of the Notes--Repurchase at the Option of Holders Upon Change of Control Repurchase Event" in
this prospectus supplement, we will be required to offer to repurchase the notes upon the occurrence of a Change of Control Repurchase Event. There
can be no assurance that we will have sufficient funds available at the time of any Change of Control Repurchase Event to be able to consummate a
Change of Control Offer for all notes then outstanding at a purchase price for 101% of their principal amount thereof, plus accrued and unpaid interest
to the Change of Control Payment Date. In addition, a change of control (as described herein under the heading "Description of the Notes--Repurchase
at the Option of Holders Upon Change of Control Repurchase Event") and certain other change of control events would constitute an event of default
under certain of our credit agreements. As a result, we may not be able to make any of the required payments on, or repurchases of, the notes without
obtaining the consent of the lenders under certain of our credit agreements or have the ability to arrange financing on acceptable terms.
The notes do not restrict our ability to incur additional debt or prohibit us from taking other actions that could negatively impact holders of the
notes.
Neither we nor any of our subsidiaries are restricted under the terms of the notes or the indenture governing the notes from incurring additional
indebtedness. The terms of the indenture limit our ability to merge or consolidate with another entity or transfer all or substantially all of our property
and assets, and create, grant or incur liens. However, these limitations are subject to numerous exceptions. See "Description of the Notes--Limitation on
Liens" and "Description of Debt Securities--Merger, Consolidation, or Sale of Assets" elsewhere in this prospectus supplement and in the
accompanying prospectus. In addition, the notes do not require us to achieve or maintain any minimum financial results relating to our financial position
or results of operations. Our ability to recapitalize, incur additional debt, secure existing or future debt, or take a number of other actions that are not
limited by the terms of the indenture and the notes, including repurchasing indebtedness or capital stock, or paying dividends, could have the effect of
diminishing our ability to make payments on the notes when due.
Our financial performance and other factors could adversely impact our ability to make payments on the notes.
Our ability to make scheduled payments with respect to our indebtedness, including the notes, will depend on our financial and operating
performance, which, in turn, are subject to prevailing economic conditions and to financial, business and other factors beyond our control.
There is no public market for the notes.
The notes are new issues of securities for which there currently is no trading market. As a result, we can give no assurances that a market will
develop for the notes or that you will be able to sell the notes. If any of the notes are traded after their initial issuance, they may trade at a discount from
their initial offering price. Future trading prices of the notes will depend on many factors, including prevailing interest rates, the market for similar
securities, general economic conditions, our financial condition and performance, as well as other factors. Accordingly, you may be required to bear the
S-5
Table of Contents
financial risk of an investment in the notes for an indefinite period of time. We do not intend to apply for listing or quotation of the notes on any
securities exchange or automated dealer quotation system.
The Tax Cuts and Jobs Act could have a negative effect on us or holders of the notes.
On December 20, 2017, the U.S. Congress passed the Tax Cuts and Jobs Act, and on December 22, 2017, President Trump signed the Tax Cuts and
Jobs Act into law. The Tax Cuts and Jobs Act makes significant changes to the U.S. federal income tax rules applicable to both individuals and entities,
including corporations. There remains uncertainty as to the impact of the Tax Cuts and Jobs Act on us or on an investment in the notes. You should
consult with your tax advisor with respect to U.S. tax reform and its potential effect on your investment in the notes.
S-6
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Table of Contents
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein or therein contain or incorporate by
reference statements that may constitute "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 Exchange Act. Forward-looking statements may be identified by words like "anticipate," "expect,"
"project," "believe," "plan," "may," "estimate," "intend" and similar words. These forward-looking statements are based on our beliefs, assumptions and
estimates using information available to us at the time and are not intended to be guarantees of future events or performance. If our underlying
assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and
projections expressed or implied by our forward-looking statements. As a result, investors are cautioned not to place undue reliance on any of our
forward-looking statements. Except as required by law, we do not intend to update any forward-looking statements even if new information becomes
available or other events occur in the future.
The forward-looking statements below and elsewhere in this prospectus supplement, the accompanying prospectus and the documents incorporated
by reference herein or therein are based on certain risks and uncertainties, including the risk factors described in Part I, Item 1A. under the heading
"Risk Factors" in our 2017 Form 10-K and in connection with forward-looking statements throughout our 2017 Form 10-K, as well as in any other
document we may file with the SEC that is incorporated by reference herein, and the specific risk factors discussed below which could cause actual
results to vary materially from the expectations and projections expressed or implied by our forward-looking statements. These factors, 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 forward-looking statements. These additional factors include, among other things, future political, economic, competitive,
reimbursement and regulatory conditions; new product introductions; demographic trends; intellectual property; litigation and governmental
investigations; 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. We caution investors to consider carefully these factors.
The following are some of the important risk factors that could cause our actual results to differ materially from our expectations in any forward-
looking statements. For further discussion of these and other risk factors, see Part I, Item 1A. Risk Factors in our 2017 Form 10-K and under the
heading "Risk Factors" herein and in any other document we may file with the SEC that is incorporated by reference herein.
S-7
Table of Contents
USE OF PROCEEDS
We estimate the net proceeds from this offering will be approximately $989 million after deducting the underwriting discounts and offering
expenses payable by us. We intend to use the net proceeds from this offering to redeem our 2.650% notes due October 2018, of which $600 million
aggregate principal amount was outstanding as of the date of this prospectus supplement, to repay short term debt and to pay related fees, expenses and
premiums. Any such redemption would be made in accordance with the terms of the applicable indenture, including providing the required notice of
redemption.
S-8
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STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES (unaudited)
Our ratios of earnings to fixed charges on a consolidated basis for the periods indicated were as follows:

Year Ended December 31,

2017

2016

2015

2014

2013

(Dollars in millions)

Fixed charges:

Interest expense and amortization of debt issuance costs(a)
$
229 $
233 $
284 $
216 $
324
Interest portion of rental expense

30
27
25
25
25
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Total fixed charges
$
259 $
260 $
309 $
241 $
349
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Earnings:

Income (loss) before income taxes
$
933 $
177 $ (650) $ (509) $ (223)
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Fixed charges, per above

259
260
309
241
349
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Total earnings (deficit), adjusted
$ 1,192 $
437 $ (341) $ (268) $
126
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Ratio of earnings to fixed charges(b)

4.60
1.68
--
--
0.36
?
?
?
?
?
?
?
?
?
?
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(a)
The interest expense included in fixed charges above reflects only interest on third party indebtedness and excludes any interest
expense accrued on uncertain tax positions, as permitted by Financial Accounting Standards Board Accounting Standards
CodificationTM Topic 740, Income Taxes.
(b)
Earnings were deficient by $341 million in 2015 and $268 million in 2014.
The ratio of earnings to fixed charges for the year ended December 31, 2017, is not necessarily indicative of results that may be expected in future
years. The data above include certain charges and/or credits recorded in conjunction with amortization, goodwill and intangible asset impairments,
acquisition and divestiture-related activities, restructuring and restructuring-related activities, pension termination charges, litigation-related charges,
debt extinguishment charges, certain investment impairments and/or certain tax items. The data above should be read in conjunction with our
consolidated financial statements, including the notes thereto, included in Item 8. Financial Statements and Supplementary Data of our Annual Report
on Form 10-K.
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DESCRIPTION OF THE NOTES
The following description of the particular terms of the notes offered hereby (referred to in the accompanying prospectus as the "Debt Securities")
supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of the Debt Securities set forth in the
accompanying prospectus under the heading "Description of Debt Securities," to which description reference is hereby made. The following summaries
of certain provisions of the indenture do not purport to be complete, and are subject to, and are qualified in their entirety by reference to, all the
provisions of the indenture, including the definitions in the indenture of certain terms and other terms made part of the indenture. As used in this
description, unless otherwise expressly stated or the context otherwise requires, all references to "we," "us," or "our" mean Boston Scientific
Corporation excluding its subsidiaries.
General
The notes offered hereby will be limited initially to $1 billion aggregate principal amount and will mature on March 1, 2028. The notes will not be
entitled to a sinking fund. Interest at the applicable annual rate set forth on the cover page of this prospectus supplement will be payable semi-annually
on March 1 and September 1, commencing September 1, 2018 to the persons in whose names the notes are registered at the close of business on
February 15 or August 15, as the case may be, preceding such interest payment date. Interest will accrue from February 26, 2018 or from the most recent
interest payment date to which interest has been paid or provided for to, but excluding, the next interest payment date. The notes constitute a series of
Debt Securities under an indenture dated as of May 29, 2013, between us and U.S. Bank National Association, as trustee, and will be issued in
minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
If any interest payment date, redemption date, or the maturity date falls on a day that is not a business day at any place of payment, then the
required payment of principal (or premium, if any) or interest, if any, will be made on the next succeeding business day at such place of payment as if
made on the date that the payment was due and no interest will accrue on that payment for the period from and after the interest payment date,
redemption date, or maturity date, as the case may be, to the date of payment on the next succeeding business day.
We may, at any time, without the consent of the holders of the notes, issue additional notes having the same ranking and the same interest rate,
maturity and other terms as the notes (except for the payment of interest accruing prior to the issue date of the additional notes or, in some cases, the
first interest payment date following the issue date of the additional notes), and, subject to certain tax considerations, any such additional notes, together
with the notes offered by this prospectus supplement, will form a single series of notes under the indenture. The notes will contain covenants that will
restrict our ability, with certain exceptions, to incur liens and to merge or consolidate with another entity or transfer all or substantially all of our
property and assets. See "--Limitation on Liens" below and "Description of Debt Securities--Merger, Consolidation, or Sale of Assets" in the
accompanying prospectus.
There is no public trading market for the notes, and we do not intend to apply for listing of the notes on any national securities exchange or for
quotation of the notes on any automated dealer quotation system.
Events of Default
The provisions of the indenture described under "Description of Debt Securities--Events of Default" in the accompanying prospectus will apply to
the notes, except that if an event of default specified in clauses (1), (2), (3), (4) or (6) therein with respect to the notes occurs and is continuing, either
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the trustee or the Holders of at least 25% in aggregate principal amount of the outstanding notes of that series may declare the principal amount, plus
accrued interest, if any, on all the then
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outstanding Notes of that series to be due and payable immediately. If an event of default specified in clause (5) therein occurs and is continuing, then
the principal amount, plus accrued interest, if any, of all the notes of that series will be due and payable immediately, without any declaration or other
act on the part of the trustee or any Holder. In certain cases, Holders of a majority in principal amount of the outstanding Notes of any series may, on
behalf of Holders of all the Notes of such series, rescind and annul a declaration of acceleration.
Ranking
The notes will be unsecured and will rank on a parity with each other and with all of our other unsecured and unsubordinated indebtedness from
time to time outstanding. The notes will rank senior to any existing and future unsecured and subordinated debt, effectively junior to our secured debt
to the extent of the collateral securing such secured debt and effectively junior to liabilities of our subsidiaries, in each case as may be outstanding from
time to time. At December 31, 2017, we had outstanding approximately $5.61 billion of unsecured indebtedness with which the notes would rank
equally. We expect to repay a portion of the outstanding indebtedness with the net proceeds of this offering. See "Use of Proceeds" in this prospectus
supplement. In addition, certain of our subsidiaries had approximately $6 million of outstanding indebtedness at December 31, 2017 that would have
been effectively senior to the notes.
Limitation on Liens
We will not, and will not permit any of our Subsidiaries (as defined in the indenture) to, directly or indirectly, create, incur, assume or suffer to
exist any Lien (as defined in the indenture) upon any of our property, assets or revenues, whether now owned or hereafter acquired, except for: (i) Liens
for taxes not yet due or which are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are
maintained on our or our Subsidiaries' books, as the case may be, in conformity with accounting principles generally accepted in the United States;
(ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue
for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; (iii) pledges or deposits in connection with
workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under
insurance or self-insurance arrangements; (iv) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases,
statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(v) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not
substantial in amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the
ordinary conduct of our business or that of a Subsidiary; (vi) Liens in existence on the date of the first issuance by us of Securities (as defined in the
indenture) issued pursuant to the indenture; provided that no such Lien is spread to cover any additional property after such date and that the amount of
Debt (as defined in the indenture) secured thereby is not increased; (vii) Liens securing our and our Subsidiaries' Debt incurred to finance the
acquisition of fixed or capital assets; provided that (A) such Liens will be created substantially simultaneously with the acquisition of such fixed or
capital assets, (B) such Liens do not at any time encumber any property other than the property financed by such Debt and (C) the amount of Debt
secured thereby is not increased; (viii) Liens on the property or assets of a corporation that becomes a Subsidiary after the date of the indenture; provided
that (A) such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation thereof, (B) any such Lien is not
spread to cover any property or assets of such corporation after the time such corporation becomes a Subsidiary, and (C) the amount of Debt secured
thereby is not increased; (ix) Liens pursuant to any Receivables Transaction (as defined in the indenture) in an aggregate principal amount not exceeding
20% of our Consolidated Tangible
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Assets (as defined in the indenture); and (x) Liens (not otherwise permitted pursuant to the indenture) (A) which secure obligations not exceeding (as to
us and our Subsidiaries) the greater of (X) $250.0 million or (Y) 20% of our Consolidated Tangible Assets (as defined in the indenture), in each case in
an aggregate amount at any time outstanding, or (B) with respect to which we effectively provide that the Securities Outstanding (as defined in the
indenture) under the indenture are secured equally and ratably with (or, at our option, prior to) the Debt secured by such Lien.
Optional Redemption
Prior to the Par Call Date (as defined below), we may redeem the notes, in whole or in part, at our option, on at least 15 days, but no more than
60 days prior written notice mailed to the registered holders of the notes to be redeemed, at any time at a redemption price equal to the greater of:
·
100% of the principal amount of the notes being redeemed, or
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