SEC Info - Boston Scientific Corp - ‘10-K405’ for 12/31/99

SEC Info℠

Home

Help

Please Sign In

Boston Scientific Corp – ‘10-K405’ for 12/31/99

On: Thursday, 3/30/00 · For: 12/31/99 · Accession #: 950135-0-1894 · File #: 1-11083

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/30/00  Boston Scientific Corp            10-K405    12/31/99   10:339K                                   Bowne of Boston/FA

Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Boston Scientific Corporation                         35    162K 
 2: EX-10.20    2000 Long-Term Incentive Plan                          9     48K 
 3: EX-10.30    Employee Agreement - Dr. Mohan                         4     16K 
 4: EX-10.31    Agreement and General Release of All Claims            9     35K 
 5: EX-10.32    Consulting Agreement                                   8     30K 
 6: EX-12.1     Computation of Ratios                                  1      9K 
 7: EX-13.1     1999 Financials From Annual Report                    64±   309K 
 8: EX-21       List of the Company's Subsidiaries                     8     23K 
 9: EX-23.1     Consent of Ernst & Young LLP                           1      8K 
10: EX-27.1     Financial Data Schedule                                1      7K

10-K405 — Boston Scientific Corporation
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Business Certain Relationships and Related Transactions Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Directors and Executive Officers of the Company Executive Compensation Exhibits, Financial Statement Schedules, and Reports on Form 8-K Financial Statements and Supplementary Data Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Market for Company's Common Equity and Related Stockholder Matters Properties Quantitative and Qualitative Disclosures About Market Risk Security Ownership of Certain Beneficial Owners and Management Selected Financial Data Submission of Matters to A Vote of Security Holders
1	1st Page - Filing Submission
3	Item 1. Business
16	Item 2. Properties
17	Item 3. Legal Proceedings
18	Item 4. Submission of Matters to A Vote of Security Holders
19	Directors and Executive Officers of the Company
25	Item 5. Market for Company's Common Equity and Related Stockholder Matters
"	Item 6. Selected Financial Data
"	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 7A. Quantitative and Qualitative Disclosures About Market Risk
"	Item 8. Financial Statements and Supplementary Data
"	Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
26	Item 11. Executive Compensation
"	Item 12. Security Ownership of Certain Beneficial Owners and Management
"	Item 13. Certain Relationships and Related Transactions
27	Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

10-K405 1st Page of 35 TOC ↑Top Previous Next ↓Bottom Just 1st

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

--------------------------------------

FORM 10-K
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1999 Commission File No. 1-11083

--------------------------------------

BOSTON SCIENTIFIC CORPORATION
(Exact name of Company as specified in its charter)

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

ONE BOSTON SCIENTIFIC PLACE, NATICK, MASSACHUSETTS 01760-1537
(Address, including zip code, of principal executive offices)

(508) 650-8000
(Company's telephone number, including area code)

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

COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of class)

Securities registered pursuant to Section 12(g) of the Act:
NONE

--------------------------------------

Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes X No
----- -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Company's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. [X]

10-K405 2nd Page of 35 TOC 1st Previous Next ↓Bottom Just 2nd

The aggregate market value of Common Stock held by non-affiliates (persons other
than directors, executive officers, and related family entities) of the Company
was approximately $6.3 billion based on the closing price of the Common Stock
on March 17, 2000.

The number of shares outstanding of the Company's Common Stock as of March 17,
2000 was 406,556,829.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's 1999 Annual Report to Shareholders which is filed with
the Securities and Exchange Commission (the "Commission") as an exhibit hereto
and the Proxy Statement to be filed with the Securities and Exchange Commission
on or about April 3, 2000 are incorporated by reference into Parts I, II and
III.

10-K405 3rd Page of 35 TOC 1st Previous Next ↓Bottom Just 3rd

PART I
--------------------------------------------------------------------------------

ITEM 1. BUSINESS

THE COMPANY

Boston Scientific Corporation (the "Company") is a worldwide developer,
manufacturer and marketer of minimally invasive medical devices. The Company's
products are used in a broad range of interventional medical specialties,
including cardiology, electrophysiology, gastroenterology, neuro-endovascular
therapy, pulmonary medicine, radiology, urology and vascular surgery. The
Company's products are generally inserted into the human body through natural
openings or small incisions in the skin and can be guided to most areas of the
anatomy to diagnose and treat a wide range of medical problems. These products
provide effective alternatives to traditional surgery by reducing procedural
trauma, complexity, risk to the patient, cost and recovery time.

The Company's history began in the late 1960s when the Company's co-founder,
John Abele, acquired an equity interest in Medi-tech, Inc., a development
company. Medi-tech's initial products, a family of steerable catheters, were
introduced in 1969. They were used in some of the first minimally invasive
procedures performed, and versions of these catheters are still being sold
today. In 1979, John Abele joined with Pete Nicholas to form the Company, which
indirectly acquired Medi-tech, Inc. This acquisition began a period of active,
focused marketing, new product development and organizational growth. Since
then, the Company's net sales have increased substantially, growing from $1.8
million in 1979 to $2.8 billion in 1999.

The Company's growth in the past few years has been fueled in part by strategic
acquisitions and alliances designed to improve the ability of the Company to
take advantage of future growth opportunities in less invasive medicine. These
acquisitions have helped the Company to achieve a strategic mass which allows it
to offer one of the broadest product lines in the world for use in minimally
invasive procedures. The Company's strategic mass has also enabled it to compete
more effectively in, and better absorb the pressures of, the current healthcare
environment of cost containment, managed care, large buying groups and hospital
consolidations.

During 1998, the Company established a rationalization plan in conjunction with
the consummation of the Schneider acquisition, taking into consideration
duplicate capacity as well as opportunities for further leveraging of cost and
technology platforms. The Company substantially completed its rationalization
plan in 1999, including the closure of five Schneider facilities as well as the
transition of manufacturing for selected Boston Scientific product lines to
different sites.

10-K405 4th Page of 35 TOC 1st Previous Next ↓Bottom Just 4th

BUSINESS STRATEGY

The Company's mission is to improve the quality of patient care and the
productivity of healthcare delivery through the development and advocacy of
minimally invasive medical devices and procedures. The Company seeks to
accomplish this mission through the continuing refinement of existing products
and procedures and the investigation and development, as well as the
acquisition, of new technologies which can reduce risk, trauma, cost, procedure
time and the need for aftercare. The Company's strategy has been, and will
continue to be, to grow by identifying those specific therapeutic and diagnostic
areas which satisfy the Company's mission and provide attractive opportunities
for long-term growth and by making the investments necessary to capitalize on
these opportunities. Key elements of this strategy are as follows:

Product Diversity. The Company offers products in numerous product categories
which are used by physicians throughout the world in a broad range of diagnostic
and therapeutic vascular and nonvascular procedures. The breadth and diversity
of the Company's product lines permit medical specialists to satisfy many of
their minimally invasive medical device requirements from a single source. The
scope of its products and markets also reduces the Company's vulnerability to
change in the competitive, regulatory and technological environments for any
single product or market.

Product Innovation. The Company believes that streamlining and coordinating its
technology pipeline and new product development is essential to its ability to
stimulate growth and maintain leadership positions in its markets. By
centralizing platform technology development at the corporate level, the Company
is able to pursue technologies that can be leveraged across multiple markets.
Simultaneously, the interaction of the Company's product management teams and
sales representatives with the worldwide medical community facilitates new
product development at the divisional level to address the needs and desires of
the Company's physician customers.

Focused Marketing. The Company markets its products through six principal
divisions: Scimed, EP Technologies, Medi-tech (formerly operating as Boston
Scientific Vascular, Meadox and Schneider), Target Therapeutics, Microvasive
Endoscopy and Microvasive Urology. Each of the Company's divisions focuses on
physicians who specialize in the diagnosis and treatment of different medical
conditions and offers products to satisfy their needs. The Company believes that
this focused disease state management enables it to develop highly knowledgeable
and dedicated sales representatives and to foster close professional
relationships with physicians.

International Presence. Maintaining and expanding its international presence is
an important component of the Company's long term growth plan. Currently, the
Company operates international manufacturing facilities in Ireland and has
direct marketing and sales subsidiaries or distribution arrangements throughout
the world. Through its international presence, the Company seeks to increase net
sales and market share, accelerate the time within which new products can be
brought to market and gain access to worldwide technological developments that
may be implemented across its product lines.

10-K405 5th Page of 35 TOC 1st Previous Next ↓Bottom Just 5th

Active Participation in the Medical Community. The Company believes that it has
excellent working relationships with physicians and others in the medical
industry which enable it to gain a detailed understanding of new therapeutic and
diagnostic alternatives, and to respond quickly to the changing needs of
physicians and patients. The Company enhances its presence in the medical
community through active participation in medical meetings, by conducting
comprehensive training and educational activities and through employee-authored
articles in medical journals and textbooks. The Company believes that these
activities and its advocacy positions contribute to the medical community's
understanding and adoption of minimally invasive techniques and the expansion of
these techniques into new therapeutic and diagnostic areas.

Corporate Culture. Management believes that success and leadership evolve from a
motivating corporate culture which rewards achievement, respects and values
individual employees and customers, and has a long-term focus on quality,
technology, integrity and service. The Company believes that its success is
attributable in large part to the high caliber of its employees and the
Company's commitment to respecting the values on which its success has been
based.

Strategic Acquisitions and Alliances. In recent years, the Company has sought
out strategic acquisitions, alliances and venture opportunities which complement
or expand its existing product lines or enhance its technological position.
Although the Company did not make any significant acquisitions in 1999, the
Company expects that it will continue to seek out and review opportunities for
acquisitions and strategic alliances consistent with its corporate mission.

PRODUCTS

The Company's products are broadly categorized as vascular or nonvascular,
depending on the anatomical system and procedure in which a product is intended
to be used. Generally, vascular products are employed in procedures affecting
the heart and systems which carry blood, and nonvascular products are employed
in procedures affecting other systems and organs. In 1999, approximately 81% of
the Company's net sales were derived from its vascular business, approximately
18% from its nonvascular business and less than 1% from other business. The
Company's principal vascular and nonvascular products are offered in the
following medical areas:

VASCULAR

Coronary Stents. The Company markets both balloon-expandable and self-expanding
coronary stent systems. The Company's most important products in this category
incorporate the NIR(R) balloon-expandable coronary stent developed and
manufactured by Medinol Ltd., with which the Company has an exclusive worldwide
distribution agreement for stent products. The Company hopes to introduce the
NIROYAL(TM) ADVANCE(TM), NIROYAL(TM) ELITE(TM) and NIRELITE(TM) coronary stent
systems in the United States in 2000, pending approval from the United States
Food and Drug Administration ("FDA"). The Company recently introduced the NIR(R)
with SOX(TM) over-the-wire coronary stent delivery system in the United States
and hopes to introduce a Monorail(TM) system later in 2000, pending

10-K405 6th Page of 35 TOC 1st Previous Next ↓Bottom Just 6th

FDA approval. The Company has already launched or intends to launch in 2000
(pending regulatory approval) these products in selected international markets.
Through a strategic alliance with Angiotech Pharmaceuticals, Inc., the Company
holds a co-exclusive license for the use of paclitaxel on intraluminal devices
to inhibit restenosis as well as other applications. The Company has been
granted approval by the Freiburg Ethics Commission International to conduct a
clinical trial in Germany of paclitaxel coated coronary stents.

Coronary Revascularization. The Company markets a broad line of products used to
treat patients with atherosclerosis. Atherosclerosis, a coronary vessel disease
and a principal cause of heart attacks, is characterized by a thickening of the
walls of the arteries and a narrowing of arterial lumens (openings) caused by
the progressive development of deposits of plaque. Atherosclerosis results in
reduced blood flow to the muscle of the heart. The majority of the Company's
products in this market are used in percutaneous transluminal coronary
angioplasty ("PTCA") and percutaneous transluminal coronary rotational
atherectomy. The Company's products in this market include PTCA balloon
catheters, the Rotablator(R) and Rotalink(R) rotational atherectomy systems,
guide wires, guide catheters, diagnostic catheters and fluid management systems.

Electrophysiology. The Company's electrophysiology product offerings include
catheters and systems for use in minimally invasive procedures to diagnose and
treat tachyarrhythmias (abnormally fast heart rhythms). The Company markets RF
generators and steerable ablation catheters, many of which incorporate
proprietary steering, temperature monitoring and control technology, as well as
a line of diagnostic catheters and associated accessories.

Peripheral Vascular Intervention and Vascular Access. The Company sells various
products designed to treat patients with peripheral vascular disease (disease
which appears in blood vessels other than in the heart), including a broad line
of catheters used in percutaneous transluminal angioplasty. Additionally, the
Company's peripheral vascular product line includes medical devices used in
thrombolysis (the catheter-based delivery of clot dissolving agents directly to
the site of a blood clot) and thrombectomy catheters. The Company also offers
stents to maintain patency of peripheral lumens, including the WALLSTENT(R)
endoprosthesis.

Caval Interruption Systems. The Company markets the Greenfield(R) vena cava
filter system for use in patients who are at risk of developing a pulmonary
embolism due to an existing medical condition or post-surgical complications.
Once the filter is implanted, circulating emboli (blood clots) can be captured
and held by the lattice design of the filter, allowing the clots to dissolve
naturally before they can reach the pulmonary system.

Surgical and Endovascular Grafts. The Company markets vascular grafts and
endovascular stent grafts for the treatment of thoracic dissection, abdominal
aortic aneurysms and peripheral vascular occlusive diseases.

Intraluminal Ultrasound Imaging. The Company markets a family of intraluminal
catheter-directed ultrasound imaging systems for diagnostic use in blood
vessels, heart chambers and

10-K405 7th Page of 35 TOC 1st Previous Next ↓Bottom Just 7th

coronary arteries, as well as certain nonvascular systems. The Company hopes to
introduce in 2000 the Atlantis(TM) 40 mHz imaging catheter and Galaxy(TM)
ultrasound imaging console in both the United States and Japan, pending
approvals from the FDA and Japan's Ministry of Health.

Neuro-Endovascular Therapy. The Company markets a line of micro-guidewires,
micro-catheters, guiding catheters and embolics to treat diseases of the
neurovascular system. The Company also markets the Guglielmi Detachable Coil(TM)
system to treat and prevent the rupture of cerebral aneurysms that are otherwise
either considered to be inoperable or high risk for surgery.

NONVASCULAR

Esophageal, Gastric and Duodenal Intervention. The Company markets a broad range
of products to diagnose, treat and palliate a variety of esophageal, gastric and
duodenal diseases, including esophogitis, gastric esophageal reflux disease,
portal hypertension, peptic ulcers and esophageal cancer. The Company's products
in this area include disposable single and multiple biopsy forceps, balloon
dilatation catheters, banding ligation devices and enteral feeding devices. The
Company also markets a family of esophogeal stents designed to offer improved
dilatation force and greater resistance to tumor in-growth.

Colorectal Intervention. The Company markets a line of hemostatic catheters,
polypectomy snares and dilatation catheters for the diagnosis and treatment of
polyps, inflammatory bowel disease, diverticulitis and colon cancer.

Pancreatico-Biliary Intervention. The Company sells a variety of products to
diagnose, treat and palliate benign and malignant strictures of the
pancreatico-biliary system (the gall bladder, common bile duct, hepatic duct,
pancreatic duct and the pancreas) and to remove stones found in the common bile
and hepatic ducts. The Company's products include diagnostic catheters used with
contrast media, balloon dilatation catheters and sphincterotomes. The Company
also markets a temporary biliary stent for palliation and drainage of the common
bile duct.

Pulmonary Intervention. The Company markets devices to diagnose, treat and
palliate chronic bronchitis and lung cancer, including pulmonary biopsy forceps
and balloon catheters used to dilate strictures or for tumor management.

Urinary Tract Intervention. The Company sells a variety of products designed
primarily to treat patients with urinary stone disease, either via ureteroscopy
or percutaneous nephrolithotomy. Products within this category include ureteral
dilatation balloons used to dilate strictures or openings for scope access;
stone baskets used to manipulate or remove the stone; intracorporeal shock wave
lithotripsy devices and holmium laser systems used to disintegrate stones
ureteroscopically; ureteral stents implanted temporarily in the urinary tract to
provide either short-term or long-term drainage; and a wide variety of
guidewires used to gain access to a specific site.

Prostate Intervention. For the treatment of Benign Prostatic Hypertrophy
("BPH"), the Company currently markets electro-surgical resection devices
designed to resect large diseased tissue sites

10-K405 8th Page of 35 TOC 1st Previous Next ↓Bottom Just 8th

and reduce the bleeding attributable to the resection procedure (a major cause
of patient morbidity in connection with traditional surgical treatments for BPH)
and an automatic disposable needle biopsy system, designed to take rapid core
prostate biopsies.

Urinary Incontinence and Bladder Disease. The Company markets a line of
minimally invasive devices and dermal sling materials to treat stress urinary
incontinence. This affliction is commonly treated with various surgical
procedures. The Company's Precision(TM) and Vesica(R) systems offer less
invasive alternatives for treating incontinence. The Company has also developed
other devices to diagnose and treat bladder cancer and bladder obstruction.

INTERNATIONAL OPERATIONS

In 1999, international sales accounted for approximately 39% of the Company's
net sales. Net sales, operating income and identifiable assets attributable to
significant geographic areas are presented in Note N to the Company's 1999
Consolidated Financial Statements, which is filed with the Securities and
Exchange Commission as an exhibit hereto.

As of December 31, 1999, the Company had direct marketing and sales operations
in 40 countries. In recent years, the Company has expanded its direct sales
presence worldwide so as to be in a position to take advantage of expanding
market opportunities. The Company believes that, during 2000, it will continue
to leverage its infrastructure and will continue to use distributors in those
smaller markets where it is not economical or strategic to establish a direct
presence.

The Company has three international manufacturing facilities in Ireland.
Presently, approximately 50% of the Company's products sold internationally are
manufactured at these facilities. The Company also maintains an international
research and development facilities in Ireland and a training center in
Miyazaki, Japan.

The Company's international presence exposes it to certain financial and other
risks. Principal among these is the potentially negative impact of foreign
currency fluctuations on the Company's sales and expenses. Although the Company
engages in hedging transactions that may offset the effect of fluctuations in
foreign currency exchange rates on foreign currency denominated assets and
liabilities, financial exposure may nonetheless result, primarily from the
timing of transactions, forecast volatility and the movement of exchange rates.
International markets are also being affected by economic pressure to contain
reimbursement levels and healthcare costs. The Company's ability to benefit from
its international expansion may be limited by risks and uncertainties relating
to economic conditions in these regions, competitive offerings, infrastructure
development, rights to intellectual property, and the ability of the Company to
implement its overall business strategy. Any significant changes in the
political, regulatory or economic environment where the Company conducts
international operations may have a material impact on revenues and profits.

10-K405 9th Page of 35 TOC 1st Previous Next ↓Bottom Just 9th

MARKETING AND SALES

The Company markets its products through six principal divisions, each focusing
upon physicians who specialize in the diagnosis and treatment of different
medical conditions and disease states.

Vascular
--------

Scimed: markets devices to cardiologists for the nonsurgical
diagnosis and treatment of coronary and peripheral vascular
disease and other cardiac disorders.

EP offers a line of electrophysiology catheters and systems for
Technologies: use by interventional electrophysiologists in the diagnosis
and treatment of cardiac tachyarrhythmias.

Medi-tech: markets therapeutic and diagnostic devices to physicians who
perform interventional image-guided procedures primarily in
the fields of radiology, pulmonary medicine and vascular
surgery, and markets woven, knitted and collagen-sealed
vascular and endovascular grafts to vascular, cardiothoracic
and general surgeons for use in patients with vessels
damaged by atherosclerosis or aneurysms which need to be
bypassed or replaced.

Target: markets a line of micro-guidewires, micro-catheters, coils,
embolics and other medical devices which aid
neuroradiologists and neurosurgeons in the treatment of
neurovascular diseases.

Nonvascular
-----------

Microvasive markets therapeutic and diagnostic devices which aid
Endoscopy: gastroenterologist and pulmonologists in performing
flexible endoscopic procedures involving the digestive tract
and lungs.

Microvasive offers a line of therapeutic and diagnostic devices which
Urology: aid urologists and urogynecologists in performing
ureteroscopic and other minimally invasive endoscopic
procedures as well as devices to treat urinary incontinence.

A dedicated sales force of over 1,100 individuals in 40 countries
internationally and over 800 in the United States markets the Company's products
worldwide. Sales in countries where the Company has direct sales organizations
accounted for approximately 99% of the Company's net sales during 1999. A
network of distributors and dealers who offer the Company's products in more
than 30 countries worldwide accounts for the remaining sales. The Company has
also

10-K405 10th Page of 35 TOC 1st Previous Next ↓Bottom Just 10th

established a dedicated U.S. corporate sales organization focused principally on
selling to major buying groups and large integrated healthcare networks.

In 1999, the Company sold its products to over 10,000 hospitals, clinics,
out-patient facilities and medical offices. The Company is not dependent on any
single institution and no single institution accounted for more than 10% of the
Company's net sales in 1999. Large group purchasing organizations, hospital
networks and other buying groups are, however, becoming increasingly important
to the Company's business. The trend toward managed care and economically
motivated and more sophisticated buyers in the United States may result in
continued pressure on selling prices of certain products and resulting
compression on gross margins. These purchasers of medical devices also tend to
limit the number of suppliers from whom they purchase medical products. There
can be no assurance that these entities will continue to purchase products from
the Company.

The Company markets the NIR ON(R) Ranger(TM) and NIR(R) Primo(TM) coronary stent
systems which, together with other NIR(R) stent systems, represented
approximately 20% of the Company's 1999 worldwide sales. These stent systems
include the NIR(R) coronary stent which is developed and manufactured by Medinol
Ltd., Israel, and a balloon delivery system which is developed and manufactured
by the Company. The Company also distributes several other products for third
parties, including RF generators, an introducer sheath and certain guidewires.
None of these other products represented more than 10% of the Company's 1999 net
sales. Leveraging its sales and marketing strength, the Company expects to
continue to seek out new opportunities for distributing complementary products
as well as new technologies. Certain of the products distributed by the Company,
such as the NIR(R) stent, are very important to the Company strategically.
Unforeseen delays, stoppages or interruptions in the supply and/or mix of the
NIR(R) stent or certain other distributed products could adversely affect the
Company's operating results.

Throughout the world, delays in product approval processes, changes in
reimbursement policies and competitive pricing pressures remain unpredictable.
The Company cannot predict what future economic, regulatory, reimbursement and
pricing environments will exist in domestic and international markets for its
healthcare products. It is possible that these environments could adversely
affect the Company's product pricing and ability to sell products. The Company
believes that these and other factors will continue to impact the rate at which
the Company can grow, but management believes that it is well positioned to take
advantage of opportunities for growth that exist in the markets it serves.

10-K405 11th Page of 35 TOC 1st Previous Next ↓Bottom Just 11th

MANUFACTURING; RAW MATERIALS

The Company designs and manufactures the majority of its products in 13
manufacturing sites around the world.

Most components used in the manufacture of the Company's products are readily
fabricated from commonly available raw materials or off-the-shelf items
available from multiple supply sources. The fabricated items are custom made for
the Company to meet its specifications. The Company believes that in most cases,
redundant capacity exists at the suppliers and that alternative sources of
supply are available or could be developed within a reasonable period of time.
Generally, the Company has been able to obtain adequate supplies of raw
materials and components in a timely manner from established sources. However,
the reduction or interruption in supply, an inability to develop alternative
sources if required, or a significant increase in the price of raw materials or
components, could adversely effect the Company's operations and financial
condition.

As a result of multiple acquisitions, the Company's supply chain and
manufacturing processes have not yet been fully optimized. During 1998, the
Company initiated a program to focus on supply chain optimization, and, during
1999, the program was expanded to include a review of manufacturing processes.
In addition to enhancing customer service, the program is designed to lower
inventory levels and the cost of manufacturing, improve absorption and minimize
inventory write-downs. Also in late 1999, a series of operational excellence
initiatives were begun, specifically targeting multiple aspects of plant cost
and performance. By continuing to address operational excellence and the
optimization of the supply chain, the Company seeks to return gross margins to
more acceptable levels and to improve working capital.

COMPETITION

The Company encounters significant competition from various entities across its
product lines and in each market in which its products are sold. The Company's
primary competitors include C.R. Bard, Inc., Cook, Inc., Guidant Corporation,
Johnson & Johnson (including its subsidiary, Cordis Corporation), and Medtronic,
Inc. (including its subsidiary, Medtronic AVE, Inc., formerly known as Arterial
Vascular Engineering Inc.), as well as a wide range of companies which sell a
single or limited number of competitive products.

In addition, the Company faces competition from non-medical device companies,
such as pharmaceutical companies, which may offer non-surgical alternative
therapies for disease states which are currently treated using the Company's
products.

The Company believes that its products compete primarily on the basis of their
ability to perform safely and effectively diagnostic and therapeutic procedures
in a minimally invasive manner, ease of product use, product reliability and
physician familiarity. In the current environment of managed care, economically
motivated buyers, consolidation among health care providers,

10-K405 12th Page of 35 TOC 1st Previous Next ↓Bottom Just 12th

increased competition and declining reimbursement rates, the Company has also
been increasingly required to compete on the basis of price. The Company
believes that its continued competitive success will depend upon its ability to
create or acquire scientifically advanced technology, apply its technology
cost-effectively across product lines and markets, develop or acquire
proprietary products, attract and retain skilled development personnel, obtain
patent or other protection for its products, obtain required regulatory
approvals, and manufacture and successfully market its products either directly
or through outside parties. There can be no assurance that the Company will be
able to accomplish these objectives or that it will be able to compete
successfully in the future against existing or new competitors.

RESEARCH AND DEVELOPMENT

The Company believes that streamlining and coordinating its technology pipeline
and new product development is essential to its ability to stimulate growth and
maintain leadership positions in its markets. By centralizing platform
technology development at the corporate level, the Company is able to pursue
technologies that can be leveraged across multiple markets. Simultaneously, the
interaction of the Company's product management teams and sales representatives
with the worldwide medical community facilitates new product development at the
divisional level to address the needs and desires of the Company's physician
customers.

In 1999, the Company expended approximately $200 million on research and
development, representing approximately 7% of the Company's 1999 net sales.
These expenditures funded clinical research, licensed technology, regulatory
compliance and a variety of product development programs, including, among
others, carotid stenting, molecular intervention technology (using paclitaxel,
radiation, angiogenesis technology and gene therapy) and stent grafting.

Enhancements of existing products or expansions of existing product lines, which
are typically developed within the Company's manufacturing and marketing
operations, account for a significant portion of each year's sales growth. In
addition to internal development, the Company works with hundreds of leading
research institutions, universities and clinicians around the world in
developing, evaluating and clinically testing its products.

The Company believes its future success will depend upon the strength of its
development efforts. There can be no assurance that the Company will realize
financial benefit from its development programs, will continue to be successful
in identifying, developing and marketing new products or enhancing its existing
products, or that products or technologies developed by others will not render
the Company's products or technologies non-competitive or obsolete.

REGULATION

The medical devices manufactured and marketed by the Company are subject to
regulation by numerous regulatory bodies, including the FDA and comparable
international regulatory agencies. These agencies require manufacturers of
medical devices to comply with applicable laws and

10-K405 13th Page of 35 TOC 1st Previous Next ↓Bottom Just 13th

regulations governing the development, testing, manufacturing, labeling,
marketing and distribution of medical devices. Devices are generally subject to
varying levels of regulatory control, the most comprehensive of which requires
that a clinical evaluation program be conducted before a device receives
approval for commercial distribution.

In the United States, permission to distribute a new device generally can be met
in one of two ways. The first, less rigorous, process applies to any new device
that is substantially equivalent to a device first marketed prior to May 1976
and does not require pre-market approval ("PMA"). In this case, FDA permission
to distribute the device can be accomplished by submission of a pre-market
notification submission (a "510(k) Submission"), and issuance by the FDA of an
order permitting commercial distribution. A 510(k) Submission must provide
information supporting its claim of substantial equivalence. If clinical data
from human experience is required to support a 510(k) Submission, this data must
be gathered in compliance with investigational device exemption ("IDE")
regulations for investigations performed in the United States. The FDA must
issue an order finding substantial equivalence before commercial distribution
can occur. Changes to existing devices which do not significantly affect safety
or effectiveness can generally be made by the Company without additional 510(k)
Submissions.

The second, more comprehensive, approval process applies to a new device that is
not substantially equivalent to a pre-1976 product. In this case, two steps of
FDA approval are generally required before marketing in the United States can
begin. First, the Company must comply with IDE regulations in connection with
any clinical investigation of the device in the United States. Second, the FDA
must review the Company's PMA application which contains, among other things,
clinical information acquired under the IDE. The FDA will approve the PMA
application if it finds that there is a reasonable assurance that the device is
safe and effective for its intended purpose.

The FDA can ban certain medical devices, detain or seize adulterated or
misbranded medical devices, order repair, replacement or refund of these
devices, and require notification of health professionals and others with regard
to medical devices that present unreasonable risks of substantial harm to the
public health. The FDA may also enjoin and restrain certain violations of the
Food, Drug and Cosmetic Act and the Safe Medical Devices Act pertaining to
medical devices, or initiate action for criminal prosecution of such violations.

International sales of medical devices manufactured in the United States that
are not approved by the FDA for use in the United States, or are banned or
deviate from lawful performance standards, are subject to FDA export
requirements. The Export Reform Act of 1996 has simplified the process of
exporting devices which have not been approved for sale in the United States.
Exported devices are subject to the regulatory requirements of each country to
which the device is exported. In many foreign countries, all regulated medical
products are treated as drugs and the majority of the Company's products are
expected to be so regulated in these countries. Frequently, regulatory approval
may first be obtained in a foreign country prior to application in the United
States to take advantage of differing regulatory requirements. The Company has
achieved International Standards Organization or European Union certification
for its Irish and

10-K405 14th Page of 35 TOC 1st Previous Next ↓Bottom Just 14th

United States manufacturing facilities. In addition, the Company has completed
CE Mark registrations for substantially all of its products in accordance with
the implementation of various medical device directives in the European Union.

The process of obtaining clearance to market products is costly and
time-consuming in virtually all of the major markets in which the Company sells
products and can delay the marketing and sale of new products. Countries around
the world have recently adopted more stringent regulatory requirements which are
expected to add to the delays and uncertainties associated with new product
releases, as well as the clinical and regulatory costs of supporting such
releases. No assurance can be given that any of the Company's new medical
devices will be approved on a timely basis, if at all.

In addition, regulations regarding the development, manufacture and sale of
medical devices are subject to future change. The Company cannot predict what
impact, if any, such changes might have on its business. Failure to comply with
regulatory requirements could have a material adverse effect on the Company's
business, financial condition and results of operations.

The Company is also subject to environmental laws and regulations both in the
United States and abroad. The operations of the Company, like those of other
medical device companies, involve the use of substances regulated under
environmental laws, primarily in manufacturing and sterilization processes. The
Company believes that compliance with environmental laws will not have a
material impact on its financial position, results of operations, or liquidity.
Given the scope and nature of these laws, there can, however, be no assurance
that environmental laws will not have a material impact on the Company.

THIRD-PARTY COVERAGE AND REIMBURSEMENT

The Company's products are purchased by hospitals, doctors and other health care
providers who are reimbursed for the health care services provided to their
patients by third-party payors, such as governmental programs (e.g., Medicare
and Medicaid), private insurance plans and managed care programs. Third party
payors may deny coverage for certain technologies based on assessment criteria
as determined by the third-party payor. Also, third-party payors are
increasingly challenging the prices charged for medical products and services.
There can be no assurance that the Company's products will be automatically
covered by third-party payors, that reimbursement will be available or, if
available, that the third-party payors' coverage policies will not adversely
affect the Company's ability to sell its products profitably.

PROPRIETARY RIGHTS AND PATENT LITIGATION

The Company relies on a combination of patents, trade secrets and non-disclosure
agreements to protect its intellectual property. The Company holds more than
1,500 United States patents (plus foreign counterparts) and has pending more
than 3,000 patent applications worldwide that cover various aspects of its
technology. In addition, the Company holds exclusive and non-exclusive licenses
to a variety of third party technologies covered by patents and patent
applications. There

10-K405 15th Page of 35 TOC 1st Previous Next ↓Bottom Just 15th
can be no assurance that pending patent applications will result in issued
patents, that patents issued to or licensed by the Company will not be
challenged or circumvented by competitors, or that such patents will be found to
be valid or sufficiently broad to protect the Company's technology or to provide
the Company with a competitive advantage. The Company relies on non-disclosure
and non-competition agreements with employees, consultants and other parties to
protect, in part, trade secrets and other proprietary technology. There can be
no assurance that these agreements will not be breached, that the Company will
have adequate remedies for any breach, that others will not independently
develop equivalent proprietary information or that third parties will not
otherwise gain access to the Company's trade secrets and proprietary knowledge.

There has been substantial litigation regarding patent and other intellectual
property rights in the medical device industry generally, particularly in the
areas in which the Company competes. The Company has defended, and will likely
continue to defend, itself against claims and legal actions alleging
infringement of the patent rights of others. Adverse determinations in any
patent litigation could subject the Company to significant liabilities to third
parties, could require the Company to seek licenses from third parties and
could, if licenses are not available, prevent the Company from manufacturing,
selling or using certain of its products, any of which could have a material
adverse effect on the Company. Additionally, the Company may find it necessary
to initiate litigation to enforce its patent rights, to protect its trade
secrets or know-how and to determine the scope and validity of the proprietary
rights of others. Patent litigation can be costly and time-consuming, and there
can be no assurance that the Company's litigation expenses will not be
significant in the future or that the outcome of litigation will be favorable to
the Company.

OTHER LITIGATION

The testing, marketing and sale of human health care products entails an
inherent risk of product liability claims. The Company is involved in various
lawsuits arising in the normal course of business from product liability claims,
and product liability claims may be asserted in the future relative to events
not known to management at the present time. The Company has insurance coverage
which management believes is adequate to protect against product liability
losses as could otherwise materially affect the Company's financial position.
However, there can be no assurance that product liability claims will not exceed
such insurance coverage limits or that such insurance will be available in the
future on commercially reasonable terms, if at all. The Company is aware that
the U.S. Department of Justice is conducting an investigation of matters that
include the Company's decision to voluntarily recall the NIR ON(R) Ranger(TM)
with Sox(TM) coronary stent system in the U.S. The Company is cooperating fully
in the investigation. In addition to a suit filed by Hewlett-Packard Company
(HP), the U.S. Federal Trade Commission (FTC) is investigating the Company's
compliance with a Consent Order dated May 5, 1995, pursuant to which the Company
licensed certain intravascular ultrasound technology to HP.

10-K405 16th Page of 35 TOC 1st Previous Next ↓Bottom Just 16th

EMPLOYEES

As of December 31, 1999, the Company had 12,615 employees, including
approximately 7,654 in operations, 925 in administration, 1,294 in research and
development and 2,742 in selling, marketing, distribution and related
administrative support. Of these employees, approximately 3,616 were employed in
the Company's international operations. The Company believes that the continued
success of its business will depend, in part, on its ability to attract and
retain qualified personnel. Competition for qualified, skilled personnel is
intense in the medical device industry. There can be no assurance that the
Company will be able in the future to attract and retain such personnel.

SEASONALITY

Worldwide sales do not reflect any significant degree of seasonality, however
customer purchases have been lighter in the third quarter of prior years than in
other quarters. This reflects, among other factors, lower demand during summer
months, particularly in European countries.

CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

The Cautionary Statement for Purposes of the Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995 appearing on page 10 of the
Company's 1999 Consolidated Financial Statements (Exhibit 13.1 filed
herewith) is incorporated herein by reference.

ITEM 2. PROPERTIES

The Company's world headquarters are located in Natick, Massachusetts. It
maintains regional headquarters in Tokyo, Japan; Paris, France; Singapore and
Buenos Aires, Argentina. As of December 31, 1999, the Company's worldwide
facilities (including administration, research, manufacturing, distribution and
sales and marketing space) totaled approximately 5.1 million square feet, of
which approximately 85% was owned by the Company and the balance was leased. As
of December 31, 1999, the Company's principal technology centers were located in
Massachusetts, Indiana, Minnesota, New Jersey, Florida, California, Washington,
New York and Ireland, and its major distribution centers were located in
Massachusetts, The Netherlands, Japan and Singapore. As of December 31, 1999,
the Company maintained thirteen manufacturing facilities, ten in the United
States and three in Ireland. Many of these manufacturing facilities produce and
manufacture products for more than one of the Company's divisions and include
research facilities. The Company believes that its facilities are adequate to
meet its current needs and continues to assess its plant network strategy.

10-K405 17th Page of 35 TOC 1st Previous Next ↓Bottom Just 17th

ITEM 3. LEGAL PROCEEDINGS

Note K to the Company's 1999 Consolidated Financial Statements, appearing on
pages 24 through 27 thereto (Exhibit 13.1 filed herewith), is incorporated
herein by reference. The following paragraphs update the disclosure appearing in
Note K.

RECENT PATENT LITIGATION ACTIVITY

On March 24, 2000, the Company (through its subsidiaries) and Medinol Ltd.
(Medinol) filed a cross-border suit against Johnson & Johnson Company, Cordis
Corporation (Cordis) and certain of their foreign subsidiaries in The
Netherlands alleging Cordis' BX Velocity(TM) stent delivery system infringes one
of Medinol's European patents. In this action, the Company and Medinol requested
monetary and injunctive relief covering The Netherlands, Austria, Belgium,
Switzerland, Germany, Denmark, Spain, France, Greece, Ireland, Italy,
Litchtenstein, Luxembourg, Monaco, Portugal and Sweden.

On March 30, 2000, the Company through its subsidiary filed suit for patent
infringement against two subsidiaries of Cordis alleging that Cordis' BX
Velocity stent delivery system infringes a published utility model owned by
Medinol and exclusively licensed to the Company. The complaint was filed in the
District Court of Dusseldorf, Germany seeking monetary and injunctive relief.

On December 29, 1998, the Company and SCIMED filed a cross-border suit against
Advanced Cardiovascular Systems, Inc. (ACS), Guidant Corporation (Guidant) and
various foreign subsidiaries in The Netherlands alleging ACS's MULTILINK(TM), RX
ELIPSE, RX MULTILINK HP(TM) and RX DUET(TM) catheters and stent delivery systems
infringe one of the Company's European patents. In this action, the Company
requested relief covering The Netherlands, the United Kingdom, France, Germany
and Italy. A hearing on the merits was held on November 5, 1999. The court has
delayed its decision pending advice from the Dutch Patent Office.

On August 12, 1998, ACS and an affiliate of ACS filed suit for patent
infringement against the Company and SCIMED alleging that the Company's NIR(R)
stent infringes five patents owned by ACS. The suit was filed in the U.S.
District Court for the Southern District of Indiana seeking injunctive and
monetary relief. The Company and SCIMED have answered, denying the allegations
of the complaint. The trial, which had been set for February 22, 2000, has been
postponed pending the court's consideration of the Company's motion to dismiss.

On December 15, 1998, the Company and SCIMED filed a cross-border suit against
Arterial Vascular Engineering, Inc., now named Medtronic AVE, Inc. (AVE), in The
Netherlands alleging that AVE's AVE GFX(TM), AVE GFX 2(TM), AVE LTX(TM) and USCI
CALYPSO(TM) rapid exchange catheters and stent delivery systems infringe one of
the Company's European patents. In this action, the Company requested relief
covering The Netherlands, the United Kingdom, France, Germany and Italy. A
hearing on the merits was held on October 22, 1999. The court has delayed its
decision pending advice from the Dutch Patent Office.

On March 2, 1999, AVE filed a cross-border suit in The Netherlands against the
Company and various subsidiaries of the Company including SCIMED, alleging that
the Company's MAXXUM(TM), MAXXUM(TM) ENERGY, MAXXUM(TM) 29 MM, NIR(R) Primo(TM),
VIVA!(TM), EXPRESS PLUS and EXPRESS PLUS II balloon dilatation catheters
infringe one of AVE's European patents. In this action, AVE requested
preliminary relief covering The

10-K405 18th Page of 35 TOC 1st Previous Next ↓Bottom Just 18th

Netherlands, Germany, the United Kingdom, France and Spain. The Company has
answered, denying the allegations of the complaint. On February 16, 2000, the
court denied AVE's request for preliminary relief.

On March 10, 1999, the Company through its subsidiary Schneider (Europe) AG
filed suit against AVE alleging that AVE's AVE GFX, AVE GFX2, AVE LTX, CALYPSO
RELY(TM), PRONTO SAMBA(TM) and SAMBA RELY(TM) rapid-exchange catheters and stent
delivery systems infringe one of the Company's German patents. The suit was
filed in the District Court of Dusseldorf, Germany seeking injunctive and
monetary relief. A hearing was held on January 27, 2000 and the Company is
awaiting a decision.

On May 14, 1999, Medtronic, Inc. (Medtronic) filed suit against the Company and
SCIMED alleging that a variety of the Company's NIR(R) stent products infringe a
Medtronic patent. The suit was filed in the U.S. District Court for the District
of Minnesota seeking injunctive and monetary relief. In February, the court
found that the NIR(R) stent products do not infringe Medtronic's patent and the
suit was dismissed. Medtronic has appealed the decision.

On March 28, 2000, the Company, and certain subsidiaries filed suit for patent
infringement against AVE alleging that AVE's S670 rapid exchange coronary
stent system infringes a patent licensed to the Company. The suit was filed in
the U.S. District Court for the Northern District of California seeking monetary
and injunctive relief.

On March 27, 2000, American Medical Systems, Inc. (AMS) filed suit against the
Company alleging that the Company's Precision Tack(TM) and Precision Twist(TM)
urinary incontinence products infringe a patent owned by AMS. The complaint also
alleges misappropriation of trade secrets and breach of contract. The suit was
filed in the U.S. District Court for the District of Minnesota seeking monetary
and injunctive relief. The Company intends to answer, denying the allegations of
the complaint.

The Company is involved in various lawsuits from time to time. In management's
opinion, the Company is not currently involved in any legal proceedings other
than those specifically identified above or in Note K to the Company's 1999
Consolidated Financial Statements which, individually or in the aggregate, could
have a material effect on the financial condition, operations or cash flows of
the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

10-K405 19th Page of 35 TOC 1st Previous Next ↓Bottom Just 19th

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The Directors and executive officers of the Company as of December 31, 1999 were
as follows:

[Enlarge/Download Table]

Name Age Position
---- --- --------

John E. Abele 62 Director, Founder Chairman
Michael Berman 42 Senior Vice President and Group President--Cardiology
Businesses, and President--SCIMED Life Systems, Inc.
Lawrence C. Best 50 Senior Vice President--Finance & Administration
and Chief Financial Officer
Joseph A. Ciffolillo 61 Director, Private Investor
Joel L. Fleishman 65 Director, President of The Atlantic Philanthropic Service
Company, Inc. and Professor of Law and Public Policy,
Duke University
Ray J. Groves 64 Director, Chairman of Legg Mason Merchant Banking Inc.
Lawrence L. Horsch 65 Director, Chairman of Eagle Management & Financial Corp.
Paul A. LaViolette 42 Senior Vice President and President, Boston Scientific
International, and Group President
Philip P. Le Goff 49 Senior Vice President and Group President--Vascular and
Nonvascular Businesses
Robert G. MacLean 56 Senior Vice President--Human Resources
N.J. Nicholas, Jr. 60 Director, Private Investor
Pete Nicholas 58 Director, Founder and Chairman of the Board
John E. Pepper 61 Director, Chairman of the Executive Committee of the Board of
Directors, The Procter and Gamble Company
Arthur L. Rosenthal 53 Senior Vice President and Chief Development Officer
Warren B. Rudman 69 Director, Former U.S. Senator, Partner, Paul, Weiss, Rifkind,
Wharton & Garrison
Paul W. Sandman 52 Senior Vice President, Secretary and General Counsel
James H. Taylor, Jr. 60 Senior Vice President - Corporate Operations
James R. Tobin 55 Director, President and Chief Executive Officer

As of February 2000, Messrs. Berman and Le Goff no longer served as executive
officers of the Company. In March 2000, the Company announced that Paul Donovan
and Dr. Kshitij Mohan would be joining the executive committee of the Company as
Vice President, Corporate Communications and Senior Vice President and Chief
Technology Officer, respectively.

10-K405 20th Page of 35 TOC 1st Previous Next ↓Bottom Just 20th

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors of the Company has standing Audit, Executive Compensation
and Human Resources, and Corporate Governance Committees. Mr. Fleishman, Mr.
Horsch and Mr. Pepper currently serve on the Audit Committee. Mr. Fleishman, Mr.
Groves, Mr. Horsch, and Senator Rudman currently serve on the Executive
Compensation and Human Resources Committee. Mr. Fleishman, Mr. Groves, Mr. Pete
Nicholas, Mr. Pepper and Senator Rudman currently serve on the Corporate
Governance Committee. A description of the committees of the Board of Directors
of the Company is set forth in the Company's definitive Proxy Statement to be
filed with the Commission on or about April 3, 2000 and is incorporated herein
by reference.

BIOGRAPHICAL SUMMARIES

John E. Abele, a co-founder of the Company, has been a Director of the Company
since 1979, Founder Chairman since 1995 and Co-Chairman from 1979 to 1995. Mr.
Abele held the position of Treasurer from 1979 to 1992 and Vice Chairman and
Founder, Office of the Chairman from February 1995 to March 1996. He was
President of Medi-tech, Inc. from 1970 to 1983, and prior to that served in
sales, technical and general management positions for Advanced Instruments, Inc.
Mr. Abele received a B.A. degree from Amherst College.

Michael Berman joined the Company as Vice President of Sales and Marketing of
SCIMED in February 1995, and from May 1997 to February 2000 served as Senior
Vice President and Group President - Cardiology Businesses. Mr. Berman remains a
Senior Vice President of the Company. In June 1995, Mr. Berman became President
of SCIMED and in December 1996, he was elected to the position of Group
President--Cardiology Businesses. Mr. Berman served as SCIMED's Vice President
of Sales and Marketing, from January 1995 to June 1995, Vice President and
Business Manager of New Modalities, from July 1993 to January 1995, and Vice
President of Marketing, from July 1989 to June 1993. Mr. Berman received B.S.
and M.B.A. degrees from Cornell University.

Lawrence C. Best joined the Company in August 1992 as Senior Vice
President--Finance & Administration and Chief Financial Officer. Previously, Mr.
Best had been a partner at Ernst & Young, certified public accountants, since
1981. From 1979 to 1981, Mr. Best served a two year term as a Professional
Accounting Fellow in the Office of Chief Accountant at the Securities and
Exchange Commission in Washington, D.C. Mr. Best received a B.B.A. degree from
Kent State University.

Joseph A. Ciffolillo joined the Company in 1983 as President of Medi-tech, Inc.
During his tenure at the Company, he also served as President of Microvasive,
Inc. and as Executive Vice President and Chief Operating Officer from 1989
until his retirement in 1996. In 1992, Mr. Ciffolillo became a director of the
Company. Previously, Mr. Ciffolillo spent twenty years with Johnson & Johnson
where he held a number of management positions including President, Johnson &
Johnson Orthopedic Company. Mr. Ciffolillo is a member of the Spray Venture
Fund Investment Committee and serves on a number of private company boards as
well. Mr. Ciffolillo also serves as Chairman of the Advisory Board of the
Health Science Technology Division of Harvard University and the Massachusetts
Institute of Technology. Mr. Ciffolillo received his B.A. from Bucknell
University where he also serves as a Member of the Board of Trustees.

10-K405 21st Page of 35 TOC 1st Previous Next ↓Bottom Just 21st

Paul Donovan joined the Company in March 2000 as Vice President, Corporate
Communications. Most recently, Mr. Donovan was the Executive Director of
External Affairs at Georgetown University Medical Center, where he directed
media, government and community relations as well as employee communications
since 1998. From 1997 to 1998, Mr. Donovan was Chief of Staff at the United
States Department of Commerce. From 1993 to 1997, Mr. Donovan served as Chief
of Staff and from 1989 to 1993 as Press Secretary to Senator Edward M. Kennedy.
Mr. Donovan received a B.A. degree from Dartmouth College.

Joel L. Fleishman joined the Company in October 1992 as a Director. Mr.
Fleishman became President of The Atlantic Philanthropic Service Company, Inc.
in September 1993. He is also Professor of Law and Public Policy and has served
in various administrative positions, including First Senior Vice President, at
Duke University, since 1971. Mr. Fleishman is a founding member of the governing
board of the Duke Center for Health Policy Research and Education and was the
founding director of Duke University's Terry Sanford Institute of Public Policy.
He is the director of the Samuel and Ronnie Heyman Center for Ethics, Public
Policy and the Professions. Mr. Fleishman also serves as Vice-Chairman of the
Board of Trustees of the Urban Institute and as a director of Polo Ralph Lauren
Corporation. Mr. Fleishman received A.B., M.A. and J.D. degrees from the
University of North Carolina at Chapel Hill, and an L.L.M. degree from Yale
University.

Ray J. Groves joined the Company as a Director in May 1999. Mr. Groves is
Chairman of Legg Mason Merchant Banking, Inc., a subsidiary of Legg Mason, Inc.
Mr. Groves served as Chairman and Chief Executive Officer of Ernst & Young for
17 years until his retirement in 1994. Mr. Groves currently serves as a member
of the Boards of Directors of Allegheny Technologies Incorporated, American
Water Works Company, Inc., Dominion Resources, Inc., Electronic Data Systems
Corporation, Marsh & McLennan Companies, Inc., and Nabisco Group Holdings, Inc.
Mr. Groves is a managing director, treasurer and secretary of the Metropolitan
Opera Association. He is also Chair of the Board of Directors of The Ohio State
University Foundation and a member of the Dean's Advisory Council of the Fisher
College of Business. Mr. Groves received a B.S. degree from The Ohio State
University.

Lawrence L. Horsch joined the Company as a Director in February 1995.
Previously, he had been Chairman of the Board of SCIMED Life Systems, Inc. from
1977 to 1994, director from 1977 to 1995 and Acting Chief Financial Officer
from 1994 to 1995. Since 1990, Mr. Horsch has served as Chairman of Eagle
Management & Financial Corp. a management consulting firm. He was Chairman and
Chief Executive Officer of Munsingwear, Inc., from 1987 to 1990. Mr. Horsch
received a B.A. degree from the University of St. Thomas and an M.B.A. degree
from Northwestern University.

10-K405 22nd Page of 35 TOC 1st Previous Next ↓Bottom Just 22nd

Paul A. LaViolette joined the Company in January 1994 as President, Boston
Scientific International, and Vice President--International. In February 1995,
Mr. LaViolette was elected to the position of Senior Vice President and Group
President--Nonvascular Businesses. In October, 1998, Mr. LaViolette was
appointed President, Boston Scientific International, and in February 2000
assumed responsibility for the Company's Scimed (excluding Scimed's coronary
stent business), EPT and Target businesses as Group President. Prior to joining
the Company, he was employed by C.R. Bard, Inc. in various capacities, including
President, U.S.C.I. Division, from July 1993 to November 1993, President,
U.S.C.I. Angioplasty Division, from January 1993 to July 1993, Vice President
and General Manager, U.S.C.I. Angioplasty Division, from August 1991 to January
1993, and Vice President U.S.C.I. Division, from January 1990 to August 1991.
Mr. LaViolette received his B.A. degree from Fairfield University and an M.B.A.
degree from Boston College.

Philip P. Le Goff joined the Company in November 1997 as Senior Vice President
and Group President -- Vascular Businesses. In October, 1998, Dr. LeGoff assumed
the additional responsibilities of Group President - - Nonvascular Businesses.
He served in these capacities through February 2000. Prior to joining the
Company, he was Head of Strategy and External Affairs and Member of the Global
Executive Committee at Novartis Phaarma AG of Basel, Switzerland since 1996.
Between 1981 and 1993, he held various executive management positions at Sanofi
Inc. in Paris, including Director of Research and Development Planning, Director
of Corporate Planning and Chief Executive Officer of the Bio-Industries
Division. In 1994 he became President and Chief Executive Officer of Sanofi,
North America. Before joining Sanofi, Dr. Le Goff held a variety of management
and executive positions with Ciba-Geigy Corporation. Dr. Le Goff received a
Masters Degree in Organic Chemistry and Pharmacy from the University of Rennes;
a Ph.D. in Healthcare Law from the University of Paris; and a Masters Degree in
Business Administration from Stanford University.

Robert G. MacLean joined the Company in April 1996 as Senior Vice
President--Human Resources. Prior to joining the Company, he was Vice
President--Worldwide Human Resources for National Semiconductor Corporation in
Santa Clara, California from October 1992 to March 1996. Mr. MacLean has held
various human resources management positions in the U.S. and Europe during his
career. Prior to his business endeavors, he was Economics Professor at the
University of the Pacific. Mr. MacLean received his B.A. and M.A. degrees and
completed his doctoral studies in economics from Stanford University.

Dr. Kshitij Mohan will join the Company in April 2000 as Senior Vice President
and Chief Technology Officer. He will assume responsibility for the Company's
worldwide research and development, regulatory and clinical organizations. Dr.
Mohan served most recently as Corporate Vice President, Research and Technical
Services at Baxter International, Inc., where he had held a variety of positions
since 1988. From 1983 to 1988, Dr. Mohan served in various senior positions in
the United States Food and Drug Administration. Prior to that, Dr. Mohan served
in the White House Office of Management and Budget from 1979 to 1983. Dr. Mohan
currently serves on the Boards of Directors of the Health Industry
Manufacturer's Association and KeraVision, Inc., the

10-K405 23rd Page of 35 TOC 1st Previous Next ↓Bottom Just 23rd

Advisory Board of Bourne's College of Engineering at the University of
California, and the Editorial Advisory Board for the Medical Device and
Diagnostic Industry magazine. Dr. Mohan holds a Ph.D. in Physics from Georgetown
University.

N.J. Nicholas, Jr. joined the Company as a Director in October 1994. Mr.
Nicholas served as President of Time, Inc. from September 1986 to May 1990 and
Co-Chief Executive Officer of Time Warner, Inc. from May 1990 until February
1992. N.J. Nicholas, Jr. is a director of Xerox Corporation, DB Capital Partners
and Priceline.com. and also serves on the board of several privately-owned media
companies. Mr. Nicholas received an A.B. degree from Princeton University and an
M.B.A. degree from Harvard Business School. He is also the brother of Pete
Nicholas, Chairman of the Board of the Company.

Pete Nicholas, a co-founder of the Company, has been the Chairman of the Board
of the Company since 1995. He has been a Director since 1979 and served as the
Chief Executive Officer from 1979 to March 1999 and Co-Chairman of the Board
from 1979 to 1995. Prior to joining the Company, he was corporate director of
marketing and general manager of the Medical Products Division at Millipore
Corporation, a medical device company, and served in various sales, marketing
and general management positions at Eli Lilly and Company. He is currently a
member of the Executive Committee and Board of Trustees of Duke University, the
American Academy of Achievement and the National Academy of Arts and Sciences,
and in the past has served on several for profit and not-for-profit boards.
After college, Mr. Nicholas served as an officer in the U.S. Navy, resigning
his commission as lieutenant in 1968. Mr. Nicholas received a B.A. degree from
Duke University, and an M.B.A. degree from The Wharton School of the University
of Pennsylvania. He is also the brother of N.J. Nicholas, Jr., a Director of
the Company.

John E. Pepper joined the Company as a Director in October 1999. Mr. Pepper is
Chairman of the Executive Committee of the Board of Directors of Procter &
Gamble where he had been Chief Executive Officer and Chairman of the Board from
1995 to 1999, President from 1986 to 1995, director since 1984 and served in
various positions since 1963. Mr. Pepper is a member of the Board of Directors
of Xerox Corporation and Motorola Inc. Mr. Pepper is a Fellow of The Yale
Corporation, an Adjunct Professor at Yale University and a Trustee of the Christ
Church Endowment Fund. He serves on the boards of Partnership for a Drug Free
America, the National Campaign to Prevent Teen Pregnancy, and the National
Advisory Board of the National Underground Railroad Freedom Center. Mr. Pepper
graduated from Yale University in 1960 and holds honorary doctorate degrees from
Xavier University, Mount St. Joseph College and St. Petersburg University
(Russia).

Dr. Arthur L. Rosenthal joined the Company in January 1994 as Senior Vice
President and Chief Development Officer and became Chief Scientific Officer in
February 2000. Prior to joining the Company, he was Vice President--Research &
Development at Johnson & Johnson Medical, Inc., from April 1990 to January 1994.
Between 1973 and 1990, Dr. Rosenthal held several executive technical management
positions at Pfizer, Inc., 3M and C.R. Bard, Inc., primarily in the fields of
device clinical research and biomedical engineering. Dr. Rosenthal received his
B.A. in bacteriology from the University of Connecticut, and his Ph.D. in
biochemistry from the University of Massachusetts.

10-K405 24th Page of 35 TOC 1st Previous Next ↓Bottom Just 24th

Senator Warren B. Rudman joined the Company as a Director in October 1999.
Senator Rudman became a partner in the international law firm Paul, Weiss,
Rifkind, Wharton, and Garrison in 1992 after serving two terms as a U.S. Senator
from New Hampshire from 1980 to 1992. Senator Rudman serves as Chairman of the
President's Foreign Intelligence Advisory Board and serves on the Boards of
Trustees of Valley Forge Military Academy, the Brookings Institution, and the
Council on Foreign Relations. He is also the founding co-chairman of the Concord
Coalition. Senator Rudman received a B.S. from Syracuse University and a LL.B.
from Boston College Law School and served in the U.S. Army during the Korean
War.

Paul W. Sandman joined the Company in May 1993 as Senior Vice President,
Secretary and General Counsel. From March 1992 through April 1993, he was Senior
Vice President, General Counsel and Secretary of Wang Laboratories, Inc., where
he was responsible for legal affairs. From 1984 to 1992, Mr. Sandman was Vice
President and Corporate Counsel of Wang Laboratories, Inc., where he was
responsible for corporate and international legal affairs. Mr. Sandman received
his A.B. from Boston College, and his J.D. from Harvard Law School.

James H. Taylor, Jr. joined the Company in August 1999 as Senior Vice President
of Corporate Operations. Mr. Taylor most recently served as Vice President of
Global Technology at Nestle Clinical Nutrition from 1995 to 1997. Prior to
joining Nestle, he completed a thirty-year career at Baxter International, where
he held a broad range of positions in operations management, including from 1992
to 1995, the position of Corporate Vice President of Manufacturing Operations
and Strategy. Mr. Taylor received his B.A. degree from the University of North
Carolina.

James R. Tobin joined the Company on March 17, 1999 as Director, President and
Chief Executive Officer. Prior to joining the Company, Mr. Tobin served as
President and Chief Executive Officer of Biogen, Inc. from 1997 to 1998 and
Chief Operating Officer of Biogen from 1994 to 1997. From 1972 to 1994, Mr.
Tobin served in a variety of executive positions with Baxter International,
including President and Chief Operating Officer from 1992 to 1994. Previously,
he served at Baxter as Managing Director in Japan, Managing Director in Spain,
President of Baxter's I.V. Systems Group and Executive Vice President. Mr. Tobin
currently serves on the Boards of Directors of Beth Israel Deaconess Medical
Center, the Carl J. Shapiro Institute for Education and Research, Creative
Biomolecules, Inc., CV Therapeutics, Inc., PathoGenesis Corporation, and PE
Corporation (formerly Perkin-Elmer Corp.). Mr. Tobin holds an A.B. from Harvard
College and an M.B.A. from Harvard Business School. Mr. Tobin also served as a
lieutenant in the U.S. Navy from 1968 to 1972.

10-K405 25th Page of 35 TOC 1st Previous Next ↓Bottom Just 25th

PART II

--------------------------------------------------------------------------------

ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The information set forth under the caption "Market for the Company's Common
Stock and Related Matters" included in the Company's 1999 Consolidated
Financial Statements (Exhibit 13.1 filed herewith) is incorporated herein by
reference.

The closing price of the Company's Common Stock on March 17, 2000 was $23.00.

ITEM 6. SELECTED FINANCIAL DATA

The information set forth under the caption "Five-Year Selected Financial Data"
included in the Company's 1999 Consolidated Financial Statements (Exhibit 13.1
filed herewith) is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The statements and information set forth under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included in the Company's 1999 Consolidated Financial Statements (Exhibit 13.1
filed herewith) are incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information set forth under the subcaption "Market Risk Disclosures"
contained under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included in the Company's 1999 Consolidated
Financial Statements (Exhibit 13.1 filed herewith) is incorporated herein by
reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements of the Company and its subsidiaries
included in the Company's 1999 Consolidated Financial Statements (Exhibit 13.1
filed herewith) are incorporated herein by reference.

The statements and information set forth under the caption "Quarterly Results of
Operations" included in the Company's 1999 Consolidated Financial Statements
(Exhibit 13.1 filed herewith) are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

10-K405 26th Page of 35 TOC 1st Previous Next ↓Bottom Just 26th

PART III

--------------------------------------------------------------------------------

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The required information concerning directors and executive officers set forth
in the Company's definitive Proxy Statement to be filed with the Commission on
or about April 3, 2000 is incorporated herein by reference. See also "Directors
and Executive Officers of the Company" following Item 4 herein.

ITEM 11. EXECUTIVE COMPENSATION

The required information concerning executive compensation set forth in the
Company's definitive Proxy Statement to be filed with the Commission on or about
April 3, 2000 is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The required statements concerning security ownership of certain beneficial
owners and management set forth in the Company's definitive Proxy Statement to
be filed with the Commission on or about April 3, 2000 are incorporated herein
by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The required statements concerning certain relationships and related
transactions set forth in the Company's definitive Proxy Statement to be filed
with the Commission on or about April 3, 2000 are incorporated herein by
reference.

10-K405 27th Page of 35 TOC 1st Previous Next ↓Bottom Just 27th

PART IV

--------------------------------------------------------------------------------

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1) Financial Statements.

The response to this portion of Item 14 is set forth under Item 8.

(a)(2) Financial Schedules.

The response to this portion of Item 14 is filed herewith as a
separate attachment to this report.

(a)(3) Exhibits (* documents filed herewith).

Exhibit
No. Title
------ -----

3.1 Second Restated Certificate of Incorporation of the Company
(Exhibit 3.1, Annual Report on Form 10-K for the year ended
December 31, 1993, File No. 1-11083).

3.2 Certificate of Amendment of the Second Restated Certificate
of Incorporation of the Registrant (Exhibit 3.2, Annual
Report on Form 10-K for the year ended December 31, 1994,
File No. 1-11083).

3.3 Certificate of Second Amendment of the Second Restated
Certificate of Incorporation of the Registrant (Exhibit 3.3,
Annual Report on Form 10-K for the year ended December 31,
1998, File No. 1-11083).

3.4 Restated By-laws of the Company (Exhibit 3.2, Registration
No. 33-46980).

4.1 Specimen Certificate for shares of the Company's Common
Stock (Exhibit 4.1, Registration No. 33-46980).

4.2 Description of Capital Stock contained in Exhibits 3.1, 3.2,
3.3 and 3.4.

4.3 Form of Debt Securities Indenture (Exhibit 4.4, Registration
Statement on Form S-3 of the Company, BSC Capital Trust, BSC
Capital Trust II and BSC Capital Trust III, File No.
333-64887)

10.1 Boston Scientific Corporation 1992 Long-Term Incentive Plan,
as amended (Exhibit 10.1, Annual Report on Form 10-K for the
year ended December 31, 1996, File No. 1-11083).

10.2 Boston Scientific Corporation 1992 Non-Employee Directors'
Stock Option Plan, as amended (Exhibit 10.2, Annual Report
on Form 10-K for the year ended December 31, 1996, File No.
1-11083).

10-K405 28th Page of 35 TOC 1st Previous Next ↓Bottom Just 28th

Exhibit
No. Title
------- -----

10.3 Boston Scientific Corporation 1995 Long-Term Incentive Plan, as
amended (Exhibit 10.1, Annual Report on Form 10-K for the year ended
December 31, 1996, File No. 1-11083).

10.4 SCIMED Life Systems, Inc. 1987 Non-Qualified Stock Option Plan,
amended and restated (Exhibit 4.3, Registration No. 33-89772 which was
incorporated by reference to Exhibit A to SCIMED's Proxy Statement
dated May 23, 1991 for its 1991 Annual Meeting of Shareholders,
Commission File No. 0-9301).

10.5 SCIMED Life Systems, Inc. 1991 Directors Stock Option Plan, as amended
(Exhibit 4.2, Registration No. 33-89772 which was incorporated by
reference to Exhibit A to SCIMED's Proxy Statement dated June 8, 1994
for its 1994 Annual Meeting of Shareholders, Commission File No. 0-
9301).

10.6 SCIMED Life Systems, Inc. 1992 Stock Option Plan (Exhibit 4.1,
Registration No. 33-89772 which was incorporated by reference to
Exhibit A to SCIMED's Proxy Statement dated May 26, 1992 for its 1992
Annual Meeting of Shareholders, Commission File No. 0-9301).

10.7 Heart Technology, Inc. Restated 1989 Stock Option Plan (Exhibit 4.5,
Registration No. 33-99766 which was incorporated by reference to
Exhibit 10.4 to the Registration Statement on Form S-1 of Heart
Technology, Registration No. 33-45203).

10.8 Heart Technology, Inc. 1992 Stock Option Plan for Non-Employee
Directors (Exhibit 4.6, Registration No. 33-99766 which was
incorporated by reference to Exhibit 10.5 to the Registration
Statement on Form S-1 of Heart Technology, Registration No. 33-45203).

10.9 Heart Technology, Inc. 1995 Stock and Incentive Plan (Exhibit 4.7,
Registration No. 33-99766 which was incorporated by reference to
Exhibit 10.4 to the Quarterly Report on 10-Q/A of Heart Technology for
its fiscal quarter ended June 30, 1995, filed on August 30, 1995, File
No. 0-19812).

10.10 EP Technologies, Inc. 1988 Stock Plan (Exhibit 4.7, Registration No.
33- 80265 which was incorporated by reference to EPT's Registration
Statement on Form S-8, File No. 33-67020).

10.11 EP Technologies, Inc. 1991 Stock Option/Stock Issuance Plan (Exhibit
4.6, Registration No. 33-80265 which was incorporated by reference to
EPT's Registration Statement on Form S-8, File No. 33-82140).

10.12 EP Technologies, Inc. 1993 Stock Option/Stock Issuance Plan, (Exhibit
4.5, Registration No. 33-80265 which was incorporated by reference to
EPT's Registration Statement on Form S-8, File No. 33-93196).

10-K405 29th Page of 35 TOC 1st Previous Next ↓Bottom Just 29th

Exhibit
No. Title
------- -----

10.13 Target Therapeutics, Inc. 1988 Stock Option Plan, incorporated by
reference to Exhibit 10.2 to Target Therapeutics, Inc.'s Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996 (File No.
0-19801).

10.14 Target Therapeutics, Inc. 1988 Stock Option Plan, incorporated by
reference to Exhibit 10.3 to Target Therapeutics, Inc.'s Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996 (File No.
0-19801).

10.15 Boston Scientific Corporation 401(k) Savings Plan, Amended and
Restated, Effective January 1, 1997 (Exhibit 10.17, Annual Report on
Form 10-K for the year ended December 31, 1997, File No. 1-11083).

10.16 Second Amendment to BSC 401(k) Plan (Exhibit 10.1, Quarterly Report on
Form 10-Q for the quarter ended March 31, 1999, File No. 1-11083).

10.17 Third Amendment to BSC 401(k) Plan (Exhibit 10.1, Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999, File No. 1-11083).

10.18 Boston Scientific Corporation Global Employee Stock Ownership Plan, as
Amended and Restated (Exhibit 10.18, Annual Report on Form 10-K for
the year ended December 31, 1997, File No. 1-11083).

10.19 Boston Scientific Corporation Deferred Compensation Plan, Effective
January 1, 1996 (Exhibit 10.17, Annual Report on Form 10-K for the
year ended December 31, 1996, File No. 1-11083).

*10.20 Boston Scientific Corporation 2000 Long Term Incentive Plan

10.21 Form of Second Amended and Restated Credit Agreement, dated September
4, 1998 among the Company, The Several Lenders and certain other
parties (Exhibit 10.1, Current Report on Form 8-K dated September 25,
1998, File No. 1-11083).

10.22 Form of Amendment dated February 23, 1999 to Second Amended and
Restated Credit Agreement dated September 4, 1998 among the Company,
The Several Lenders and certain other parties (Exhibit 10.21, Annual
Report on Form 10-K for the year ended December 31, 1998, File No.
1-11083).

10.23 Form of Amended and Restated Credit Agreement dated August 19, 1999
among BSC, the Several Lenders and the Chase Manhattan Bank (Exhibit
10.2, Quarterly Report on Form 10-Q for the quarter ended September
30, 1999).

10.24 Form of Indemnification Agreement between the Company and certain
Directors and Officers (Exhibit 10.16, Registration No. 33-46980).

10.25 Letter Agreement, dated June 22, 1992, between the Company and
Lawrence C. Best (Exhibit 10.11, Annual Report on Form 10-K for the
year ended December 31, 1993, File No. 1-11083).

10.26 Form of Retention Agreement between the Company and certain Executive
Officers (Exhibit 10.23, Annual Report on Form 10-K for the year ended
December 31, 1996, File No. 1-11083).

10-K405 30th Page of 35 TOC 1st Previous Next ↓Bottom Just 30th

Exhibit
No. Title
------- -----

10.27 Letter Agreement dated March 17, 1999, between the Company and James
R. Tobin (Exhibit 10.34, Annual Report on Form 10-K for the year ended
December 31, 1998, File No. 1-11083).

10.28 Agreement Containing Consent Decree, dated as of February 23, 1995,
between the Company and the Federal Trade Commission (Exhibit 10.16,
Annual Report on Form 10-K for the year ended December 31, 1994, File
No. 1-11083).

10.29 6.625% Promissory Notes due March 15, 2005 issued by the Company in
the aggregate principal amount of $500 million, each dated as of March
10, 1998 (Exhibit Nos. 4.1, 4.2 and 4.3 to the Company's Current
Report on Form 8-K dated March 10, 1998, File No. 1-11083).

*10.30 Letter Agreement dated as of February 18, 2000 between the Company and
Dr. Kshitij Mohan.

*10.31 Agreement and General Release of All Claims between the Company and
Philippe P. LeGoff dated as of February 28, 2000.

*10.32 Consulting Agreement between the Company and Philippe P. LeGoff dated
as of February 28, 2000.

11. Statement regarding computation of per share earnings (included in
Note J to the Company's 1999 Consolidated Financial Statements for
the year ended December 31, 1999, filed as Exhibit 13.1 hereto).

*12.1 Statement regarding computation of ratios of earnings to fixed
charges.

*13.1 The Company's 1999 Consolidated Financial Statements for the year
ended December 31, 1999.

13.2 Report of Independent Auditors, Ernst & Young LLP (included in the
Company's 1999 Consolidated Financial Statements for the year ended
December 31, 1999, filed as Exhibit 13.1 hereto).

*21. List of the Company's subsidiaries as of March 9, 2000. Each
subsidiary does business under the corporate name indicated.

*23.1 Consent of Independent Auditors, Ernst & Young LLP.

*27.1 Financial Data Schedule, fiscal year ended December 31, 1999.

(b) Reports on Form 8-K.
None.

10-K405 31st Page of 35 TOC 1st Previous Next ↓Bottom Just 31st

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

Dated: March 30, 2000

BOSTON SCIENTIFIC CORPORATION

By: /s/ LAWRENCE C. BEST
--------------------------------------------
Lawrence C. Best
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the dates indicated.

Dated: March 30, 2000 /s/ JOHN E. ABELE
--------------------------------------------
John E. Abele
Director, Founder

Dated: March 30, 2000 /s/ LAWRENCE C. BEST
--------------------------------------------
Lawrence C. Best
Senior Vice President--Finance and
Administration and Chief Financial Officer
(Principal Financial and Accounting Officer)

Dated: March 30, 2000 /s/ JOSEPH A. CIFFOLILLO
--------------------------------------------
Joseph A. Ciffolillo
Director

Dated: March 30, 2000 /s/ JOEL L. FLEISHMAN
--------------------------------------------
Joel L. Fleishman
Director

10-K405 32nd Page of 35 TOC 1st Previous Next ↓Bottom Just 32nd

Dated March 30, 2000 /s/ RAY J. GROVES
--------------------------------------------
Ray J. Groves
Director

Dated: March 30, 2000 /s/ LAWRENCE L. HORSCH
--------------------------------------------
Lawrence L. Horsch
Director

Dated: March 30, 2000 /s/ N.J. NICHOLAS, JR.
--------------------------------------------
N.J. Nicholas, Jr.
Director

Dated: March 30, 2000 /s/ PETER M. NICHOLAS
--------------------------------------------
Peter M. Nicholas
Director, Founder, Chairman of the Board

Dated March 30, 2000 /s/ JOHN E. PEPPER
--------------------------------------------
John E. Pepper
Director

Dated March 30, 2000 /s/ WARREN B. RUDMAN
--------------------------------------------
Warren B. Rudman
Director

Dated: March 30, 2000 /s/ JAMES R. TOBIN
--------------------------------------------
James R. Tobin
Director, President and
Chief Executive Officer
(Principal Executive Officer)

10-K405 33rd Page of 35 TOC 1st Previous Next ↓Bottom Just 33rd

FINANCIAL STATEMENT SCHEDULE

The following additional consolidated financial statement schedule should be
considered in conjunction with the Company's 1999 Consolidated Financial
Statements (Exhibit 13.1 filed herewith):

Schedule II - Valuation and Qualifying Accounts

All other schedules have been omitted since the required information is not
present or not sufficiently material to require submission of the schedule, or
because the information required is included in the consolidated financial
statements or the notes thereto.

10-K405 34th Page of 35 TOC 1st Previous Next ↓Bottom Just 34th
SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

[Enlarge/Download Table]

ADDITIONS
-----------------------------------------

BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER END OF
OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
--------------------------------------------------------------------
(In millions)

DESCRIPTION

YEAR ENDED DECEMBER 31, 1999
Reserves and allowances deducted from
asset accounts:
Allowances for uncollectible
amounts and sales returns and
allowances............................... $49 11 13 (1) 10 (2) $63

YEAR ENDED DECEMBER 31, 1998
Reserves and allowances deducted from
asset accounts:
Allowances for uncollectible
amounts and sales returns and
allowances............................... $30 15 16 (1) 12 (2) $49

YEAR ENDED DECEMBER 31, 1997
Reserves and allowances deducted from
asset accounts:
Allowances for uncollectible
amounts and sales returns and
allowances............................... $15 11 7 (1) 3 (2) $30

(1) Charges for sales returns and allowances, net of actual sales returns

(2) Uncollectible accounts written off.

10-K405 Last Page of 35 TOC 1st Previous Next ↓Bottom Just 35th

Exhibit No. Title
----------- -----

*10.20 Boston Scientific Corporation 2000 Long Term Incentive Plan

*10.30 Letter Agreement dated as of February 18, 2000 between the Company and
Dr. Kshitij Mohan.

*10.31 Agreement and General Release of All Claims between the Company and
Philippe P. LeGoff dated as of February 28, 2000.

*10.32 Consulting Agreement between the Company and Philippe P. LeGoff dated
as of February 28, 2000.

*12.1 Statement regarding computation of ratios of earnings to fixed
charges.

*13.1 The Company's 1999 Annual Report to Shareholders for the year ended
December 31, 1999.

*21. List of the Company's subsidiaries as of March 9, 2000. Each
subsidiary does business under the corporate name indicated.

*23.1 Consent of Independent Auditors, Ernst & Young LLP.

*27.1 Financial Data Schedule, fiscal year ended December 31, 1999.

10-K405	1st Page of 35	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

10-K405	2nd Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 2nd

10-K405	3rd Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 3rd

10-K405	4th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 4th

10-K405	5th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 5th

10-K405	6th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 6th

10-K405	7th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 7th

10-K405	8th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 8th

10-K405	9th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 9th

10-K405	10th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 10th

10-K405	11th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 11th

10-K405	12th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 12th

10-K405	13th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 13th

10-K405	14th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 14th

10-K405	15th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 15th

10-K405	16th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 16th

10-K405	17th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 17th

10-K405	18th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 18th

10-K405	19th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 19th

10-K405	20th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 20th

10-K405	21st Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 21st

10-K405	22nd Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 22nd

10-K405	23rd Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 23rd

10-K405	24th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 24th

10-K405	25th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 25th

10-K405	26th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 26th

10-K405	27th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 27th

10-K405	28th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 28th

10-K405	29th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 29th

10-K405	30th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 30th

10-K405	31st Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 31st

10-K405	32nd Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 32nd

10-K405	33rd Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 33rd

10-K405	34th Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 34th

10-K405	Last Page of 35	TOC	1st	Previous	Next	↓Bottom	Just 35th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K405’ Filing	Date	First	Last	Other Filings

	3/15/05	30
	4/3/00	2	26	DEF 14A
Filed on:	3/30/00	17	32
	3/28/00	18
	3/27/00	18
	3/24/00	17
	3/17/00	2	25
	3/9/00	30	35
	2/28/00	30	35
	2/22/00	17
	2/18/00	30	35
	2/16/00	18
	1/27/00	18
For Period End:	12/31/99	1	35	11-K
	11/5/99	17
	10/22/99	17
	9/30/99	29		10-Q
	8/19/99	29
	5/14/99	18
	3/31/99	29		10-K, 10-K/A, 10-Q, 10-Q/A, 8-K/A
	3/17/99	24	30
	3/10/99	18
	3/2/99	17
	2/23/99	29
	12/31/98	27	34	10-K, 10-K/A, 11-K
	12/29/98	17
	12/15/98	17
	9/25/98	29		8-K
	9/4/98	29
	8/12/98	17
	3/10/98	30		8-K
	12/31/97	29	34	10-K, 10-K/A, 11-K
	1/1/97	29
	12/31/96	27	29	10-K, 11-K
	9/30/96	29		10-Q
	1/1/96	29
	8/30/95	28
	6/30/95	28
	5/5/95	15
	2/23/95	30
	12/31/94	27	30
	6/8/94	28
	12/31/93	27	29
	6/22/92	29
	5/26/92	28
				List all Filings

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/22  Boston Scientific Corp.           10-K       12/31/21   89:21M
 2/23/21  Boston Scientific Corp.           10-K       12/31/20   87:20M

↑Top

Filing Submission 0000950135-00-001894 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Boston Scientific Corp – ‘10-K405’ for 12/31/99

On: Thursday, 3/30/00 · For: 12/31/99 · Accession #: 950135-0-1894 · File #: 1-11083

2 References: By: Boston Scientific Corp. – ‘10-K’ on 2/23/22 for 12/31/21 By: Boston Scientific Corp. – ‘10-K’ on 2/23/21 for 12/31/20

Annual Report — [x] Reg. S-K Item 405 — Form 10-KFiling Table of Contents

10-K405 — Boston Scientific CorporationDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

2 Subsequent Filings that Reference this Filing

2 References:

Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents

10-K405 — Boston Scientific Corporation
Document Table of Contents