WWW.EXFILE.COM -- BOSTON SCIENTIFIC -- FORM 11K -- 15970
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
11-K
FOR
ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,
SAVINGS
AND SIMILAR PLANS PURSUANT TO
SECTION
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One):
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x
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Annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934
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For
the fiscal year ended December 31,
2007
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OR
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o
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Transition
report pursuant to Section 15(d) of the Securities Exchange Act of
1934
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For
the transition period from __________________ to
__________________
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Commission
file
number: 1-11083
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A.
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Full
title of the plan and the address of the plan, if different from that of
the issuer named below:
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Boston
Scientific Corporation
401(k)
Retirement Savings Plan
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B.
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Name
of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
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Boston
Scientific Corporation
One
Boston Scientific Place
Natick,
MA 01760-1537
Audited
Financial Statements
and
Supplemental Schedule
Boston
Scientific Corporation
401(k)
Retirement Savings Plan
Year ended December 31,
2007
Boston
Scientific Corporation 401(k) Retirement Savings Plan
Audited
Financial Statements
and
Supplemental Schedule
Year
Ended December 31, 2007
Contents
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Report
of Independent Registered Public Accounting
Firm
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1
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Audited
Financial Statements
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Statements
of Net Assets Available for Plan Benefits
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2
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Statement
of Changes in Net Assets Available for Plan Benefits
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3
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Notes
to the Financial Statements
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4-10
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Supplemental
Schedule
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Schedule
H, Line 4i - Schedule of Assets (Held at End of Year)
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11
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Report of
Independent Registered Public Accounting Firm
The
401(k) Plan Administrative and Investment Committee and
Participants
Boston
Scientific Corporation 401(k) Retirement Savings Plan
We have
audited the accompanying statements of net assets available for plan benefits of
the Boston Scientific Corporation 401(k) Retirement Savings Plan as of December
31, 2007 and 2006, and the related statement of changes in net assets available
for plan benefits for the year ended December 31, 2007. These
financial statements are the responsibility of the Plan’s
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to
perform an audit of the Plan’s internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Plan’s internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for plan benefits of the Plan at
December 31, 2007 and 2006, and the changes in its net assets available for plan
benefits for the year ended December 31, 2007, in conformity with U.S. generally
accepted accounting principles.
Our
audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule
of assets (held at end of year) as of December 31, 2007 is presented for
purposes of additional analysis and is not a required part of the financial
statements, but is supplementary information required by the Department of
Labor’s Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is
the responsibility of the Plan’s management. This supplemental
schedule has been subjected to the auditing procedures applied in our audits of
the financial statements and, in our opinion, is fairly stated in all material
respects in relation to the financial statements taken as a whole.
Boston,
Massachusetts
June 23,
2008
Boston
Scientific Corporation 401(k) Retirement Savings Plan
Statements
of Net Assets Available for Plan Benefits
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December 31
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2007
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2006
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Assets
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Investments
(at fair value)
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$ |
902,726,335 |
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$ |
829,374,528 |
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Receivables:
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Participant
contributions
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2,113,301 |
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1,995,760 |
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Employer
contribution
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5,183,854 |
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5,084,094 |
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Total
receivables
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7,297,155 |
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7,079,854 |
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Net
assets reflecting all investments at fair value
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910,023,490 |
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836,454,382 |
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Adjustment
from fair value to contract value for
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fully
benefit-responsive investment contracts
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(705,239 |
) |
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827,739 |
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Net
assets available for plan benefits
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$ |
909,318,251 |
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$ |
837,282,121 |
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See
notes to the financial statements.
Boston
Scientific Corporation 401(k) Retirement Savings Plan
Statement
of Changes in Net Assets Available for Plan Benefits
Year
Ended December 31, 2007
Additions
to net assets attributed to:
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Investment
income:
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Dividends
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$ |
43,314,760 |
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Interest
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5,274,984 |
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48,589,744 |
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Contributions:
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Participants
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69,863,325 |
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Employer
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48,532,233 |
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Participant
rollovers
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5,750,786 |
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124,146,344 |
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Assets
transferred in
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1,435,635 |
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Total
additions
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174,171,723 |
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Deductions
from net assets attributed to:
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Benefits
paid to participants
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75,246,457 |
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Net
depreciation in fair value of investments
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26,830,072 |
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Service
fees
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59,064 |
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Total
deductions
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102,135,593 |
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Net
increase
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72,036,130 |
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Net
assets available for plan benefits:
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Beginning
of year
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837,282,121 |
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End
of year
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$ |
909,318,251 |
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See
notes to the financial statements.
Boston
Scientific Corporation 401(k) Retirement Savings Plan
Notes to
the Financial Statements
December
31, 2007
1. DESCRIPTION
OF THE PLAN
The
following description of the Boston Scientific Corporation (the “Company”)
401(k) Retirement Savings Plan, as amended (the “Plan”), provides only general
information. Participants should refer to the Summary Plan
Description and the Plan documents for a more complete description of the Plan’s
provisions. Copies of these documents are available from the 401(k) Plan
Administrative and Investment Committee (the
“Committee”). Capitalized terms used in this description shall each
have the meanings set forth in the Plan.
General
The Plan
is a defined contribution plan covering all Eligible Employees who have
completed thirty days of service and have attained eighteen years of
age. It is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (“ERISA”).
In March
2006, the assets of the Advanced Bionics Corporation 401(k) Plan, CryoVascular
Systems Inc. 401(k) Plan, and Rubicon Medical 401(k) Plan were merged into the
Plan. The total assets that transferred into the Plan amounted to
$25,350,767.
In
December 2007, Boston Scientific announced its intention to divest certain of
its non-strategic businesses, and in
December 2007, the Plan was amended to give the Committee the discretion to
allow the affected employees of each divested business to roll over their 401(k)
loans and underlying accounts assets to their new employer’s 401(k)
plan. Also, Eligible Employees as of December 31, 2007 became fully
vested in the 2004 special one-time contribution made by the
Company.
Contributions
An
Eligible Employee may contribute between 1% and 25% of his or her Pre-tax Annual
Compensation, up to established federal limits indexed annually. Effective
January 1, 2007, the Plan was amended to permit an after-tax contribution
feature ("Roth"). If elected, Roth contributions are combined with all annual
pre-tax contributions in determining the maximum amount which a Participant
may contribute in Elective Deferrals each year. In addition, a Participant may
contribute between 1% and 10% of his or her compensation on an after-tax basis
each year.
Effective
January 1, 2007, an Eligible Employee who first completes an Hour of Service
with a Participating Employer and who would otherwise have been Eligible to make
Elective Deferrals but did not, would be automatically enrolled on the first
Entry Date on which an “Automatic Compensation Reduction Authorization” is in
effect. This feature automatically enrolls each Participant into
the Plan at a default rate of 2%. The amount of the reduction in an
Eligible Employee’s Compensation under an “automatic compensation reduction
authorization” ranges from 2% in the first Plan Year to 6% in the fifth plan
year in which the automatic compensation is in effect. Participants
receive advance notice of their right to elect out of making contributions and
are permitted to stop or change their contributions at any time.
Boston
Scientific Corporation 401(k) Retirement Savings Plan
Notes to
the Financial Statements
December
31, 2007
1. DESCRIPTION
OF THE PLAN (CONTINUED)
Effective
January 1, 2005, the Company’s matching contribution is equal to (i) 200% of the
elective pre-tax contributions made on behalf of the Participant for the period
which do not exceed 2% of the Participant’s compensation
for such period, plus (ii) 50% of the elective pre-tax contributions made on
behalf of the Participant for the period which exceed 2% but do not exceed 6% of
the Participant’s compensation.
At the
discretion of the Company’s Board of Directors, the Company may make additional
discretionary contributions to the Plan. Employees with three or more years of
credited service on December 31, 1992 will be fully vested in such amounts and
all other employees will become fully vested in such amounts after five years of
credited service (20% vesting after each year). No additional
discretionary contribution was made for 2007 or 2006.
On
September 24, 2004, the Board of Directors approved an enhancement to the Plan
that provided for a one-time discretionary contribution to the Plan for Eligible
Employees as defined in Amendment No. 3 to the Plan. The contribution
was equal to the Participant’s years of service as of December 31, 2004
multiplied by three percent of the Participant’s eligible 2004 compensation,
with a maximum contribution of $41,000. All contributions fully vest
after five years of eligible service (20% vesting after each
year). The total contribution was equal to $112,834,458, of which
$97,691,282 was deposited to the Plan in 2005 based on established federal
limits. The excess contribution was credited to a non-qualified
plan.
The Plan
includes a common stock fund feature that included the common stock of the
Company and Pfizer Inc. The Pfizer common stock was transferred from the Pfizer
Savings and Investment Plan on behalf of former employees of Schneider
Worldwide, which the Company acquired in September 1998. No
additional contributions can be made to the Pfizer Common Stock Fund, and
earnings within this fund are allocated in accordance with the Participant’s
current investment elections under the Plan. A Participant can
transfer amounts out of the Pfizer Common Stock Fund to other investment funds
within the Plan.
Participant
Accounts and Vesting
A
Participant can allocate his or her account among various investment
funds. Each Participant’s account is credited with the Participant’s
contribution, the Company’s contribution, and an allocation of the earnings and
losses for the Participant’s particular investment funds. Each Participant is
fully vested in his or her account, except as discussed above regarding
discretionary contributions.
Boston
Scientific Corporation 401(k) Retirement Savings Plan
Notes to
the Financial Statements (continued)
1.
DESCRIPTION
OF THE PLAN (CONTINUED)
Participant
Loans
Subject
to certain limitations, a Participant may borrow from his or her account a
minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent
of his or her account balance. Loan terms range up to five years in
most instances, or up to ten years for the purchase of a primary
residence. However, participants of the defined contribution plans of
acquired companies may retain the loan terms granted under their former
plans. Loans are secured by the balance in the Participant’s account
and bear interest at a rate commensurate with local prevailing rates as
determined by the Committee. Principal and interest are repaid ratably through
automatic payroll deductions.
Effective
January 1, 2006, the number of loans permitted to be outstanding per Participant
has been reduced to one. All outstanding loans as of December 31,
2005 were grandfathered, and only new loan requests made on or after January 1,
2006 are subject to this rule.
Payment
of Benefits
All
benefit payments are made in the form of a lump-sum distribution equal to the
value of the Participant’s account, whether as cash distributions or rollovers.
If a terminated Participant’s account is valued at and remains in excess of
$5,000 (less any rollover amounts), the Participant has the option of leaving
the funds invested in the Plan until attaining the age of 62. While employed at
the Company, a Participant may withdraw all or a portion of his or her elective
contributions to the extent necessary to meet a Financial Hardship, as defined
in the Plan.
Effective
January 1, 2006, the Plan was amended to reduce the number of permitted
Financial Hardship withdrawals from four to two per calendar year. Effective
January 1, 2007, the number of Financial Hardship withdrawals was reduced to one
per year.
Participants
may make withdrawals for any reason after attaining age 59 ½. Disabled
Participants, as defined in the Company’s group long-term disability contract,
are allowed to take withdrawals at any time regardless of age. The Plan also
allows withdrawals regardless of age from Participant’s after-tax and rollover
accounts for any reason.
Forfeitures
At
December 31, 2007 and 2006, forfeited non-vested accounts totaled $2,132,462 and
$1,711,885, respectively. The increase during 2007 is due to forfeitures
relating to the one-time discretionary contribution. These amounts
will be used to (a) restore any amount previously forfeited as required by
applicable regulations; (b) pay reasonable expenses of administering the Plan;
and (c) reduce future employer matching contributions. Employer contributions
were not reduced by forfeited non-vested accounts in 2007 or 2006.
Boston
Scientific Corporation 401(k) Retirement Savings Plan
Notes to
the Financial Statements (continued)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Plan
Termination
Although
it has not expressed any intent to do so, the Company has the right under the
Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of ERISA. In the event of a termination of the Plan,
the assets shall be liquidated and distributed in accordance with the provisions
of the Plan and as prescribed by ERISA and the regulations pursuant thereto.
Upon termination, the participants will become fully vested in their
account.
Basis
of Accounting
The
accounting records of the Plan are maintained on the accrual basis.
Investment
Valuation and Income Recognition
The
Plan’s investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices, which represent the net
asset value of shares held by the Plan at year end. Securities listed
on a registered stock exchange are valued by the Plan Administrator at the last
reported sales price on the last business day of the Plan
year. Participant notes receivable are valued at cost, which
approximates fair value.
Vanguard
Retirement Savings Trust is a common collective trust (“CCT”) fund which invests
in fully benefit-responsive contracts. The fair value of the traditional
guaranteed investment contracts in the CCT is based on the discounted expected
future cash flows for each contract. The fair value of the wrapper
contracts in the CCT is based on re-bid rates for those same contracts.
The fair value of the mutual funds in the CCT is based on quoted market
prices. Bonds and bond trusts are valued using the latest bid price
provided by pricing services plus
accrued interest. The fair value of the CCT is adjusted to contract value,
in accordance with the FASB Staff Position AAG INV-1 and SOP 94-4-1, Reporting
of Fully Benefit-Responsive Investment Contracts Held by Certain Investment
Companies Subject to the AICPA Investment Company Guide and Defined-Contribution
Health and Welfare and Pension Plans.
Purchases
and sales of investments are recorded on a trade-date basis. Interest
income is accrued when earned. Dividend income is recorded on the
ex-dividend date. Capital gain distributions are included in dividend
income.
Recent
Accounting Pronouncements
In
September 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 157 “Fair Value Measurement”
(“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a
framework for measuring fair value in accordance with generally accepted
accounting principles and expands disclosure about fair value
measurements. SFAS No. 157 is effective for fiscal years beginning
after November 15, 2007. Management is currently evaluating the
impact the adoption of SFAS No. 157 will have on the Plan’s financial
statements.
Boston
Scientific Corporation 401(k) Retirement Savings Plan
Notes to
the Financial Statements (continued)
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Use
of Estimates
The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported
amounts of additions and deductions during the reporting
period. Actual results could differ from those
estimates.
3. INVESTMENTS
The
following investments represent five percent or more of the Plan’s net
assets.
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December 31,
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|
2007
|
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2006
|
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|
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Mutual
Funds:
|
|
|
|
|
|
|
|
Vanguard
500 Index Fund Investor Shares
|
|
$ |
150,763,243 |
|
|
$ |
141,589,359 |
|
|
Vanguard
International Growth Fund
|
|
|
117,145,837 |
|
|
|
89,829,791 |
|
|
Vanguard
Wellington Fund Investor Shares
|
|
|
109,890,295 |
|
|
|
95,381,059 |
|
|
Vanguard
Growth Index Fund Investor Shares
|
|
|
90,488,675 |
|
|
|
76,665,824 |
|
|
Vanguard
Windsor II Fund Investor Shares
|
|
|
89,365,535 |
|
|
|
83,288,037 |
|
|
Boston
Scientific Corporation Common Stock Fund
|
|
|
75,616,050 |
|
|
|
107,145,255 |
|
|
Vanguard
Mid-Cap Growth Fund
|
|
|
64,040,566 |
|
|
|
47,439,879 |
|
|
Vanguard
Total Bond Market Index Fund
|
|
|
54,473,399 |
|
|
|
43,162,805 |
|
|
|
|
|
|
|
|
|
|
|
|
Common
Collective Trust Fund:
|
|
|
|
|
|
|
|
|
|
Vanguard
Retirement Savings Trust
|
|
$ |
93,205,937 |
|
|
$ |
86,019,826 |
|
During
2007, the Plan’s investments (including gains and losses on investments bought
and sold, as well as held during the year) depreciated in value by
$26,830,072 as
follows:
|
Mutual
funds
|
|
$ |
9,537,685 |
|
|
Common
stock
|
|
|
(36,367,757 |
) |
|
Net
depreciation in fair value of investments
|
|
$ |
26,830,072 |
) |
4.
TRANSACTIONS
WITH PARTIES-IN-INTEREST
The Plan
invests in certain funds managed by an affiliate of Vanguard Fiduciary Trust
Company (“Vanguard”). Vanguard acts as trustee for only those
investments as defined by the Plan. Transactions in such investments qualify as
party-in-interest transactions, which are exempt from the prohibited transaction
rules.
Boston
Scientific Corporation 401(k) Retirement Savings Plan
Notes to
the Financial Statements (continued)
4.
TRANSACTIONS
WITH PARTIES-IN-INTEREST (CONTINUED)
Fees for
legal, accounting and other services rendered during the year by
parties-in-interest were paid by the Company.
5.
RISKS AND UNCERTAINTIES
The Plan
and its Participants invest in various investment
securities. Investment securities are exposed to various risks such
as interest rate, market and credit risks. Due to the level of risk
associated with certain investment securities, it is at least reasonably
possible that changes in the values of investment securities will occur in the
near term and that such changes could materially affect Participants’ account
balances and the amounts reported in the statements of net assets available for
plan benefits.
6.
INCOME TAX STATUS
The Plan
has received a determination letter from the Internal Revenue Service dated
March 4, 2002, stating that the Plan is qualified under Section 401(a) of the
Internal Revenue Code (the “Code”) and, therefore, the related trust is exempt
from taxation. Subsequent to this determination by the Internal Revenue Service,
the Plan was amended. Once qualified, the Plan is required to operate
in conformity with the Code to maintain its qualification. The Plan
Sponsor has indicated that it will take the necessary steps, if any, to bring
the Plan’s operations into compliance with the Code.
7. RECONCILIATION
OF FINANCIAL STATEMENTS TO FORM 5500
The
following is a reconciliation of the net assets available for plan benefits per
the financial statements to Form 5500 as of December 31, 2007 and
2006:
|
|
|
December 31,
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
Net
assets available for plan benefits per the financial
|
|
|
|
|
|
|
|
statements
|
|
$ |
909,318,251 |
|
|
$ |
837,282,121 |
|
|
Adjustment
from fair value to contract
|
|
|
|
|
|
|
|
|
|
value
for fully benefit responsive
|
|
|
|
|
|
|
|
|
|
investment
contracts
|
|
|
705,239 |
|
|
|
(827,739 |
) |
|
Deemed
distributions
|
|
|
(136,724 |
) |
|
|
(2,172 |
) |
|
Net
assets available for plan benefits per Form 5500
|
|
$ |
909,886,766 |
|
|
$ |
836,452,210 |
|
Boston
Scientific Corporation 401(k) Retirement Savings Plan
Notes to
the Financial Statements (continued)
8.
SUBSEQUENT EVENTS
During
2007, the Company determined that its Auditory, Cardiac Surgery, Vascular
Surgery, Fluid Management and Venous Access businesses were no longer strategic
to ongoing operations. Therefore, the Company initiated the process
to sell these businesses in 2007, and completed the sale of these businesses in
the first quarter of 2008. The affected employees were given the
option to transfer their existing 401(k) loans to their new companies’ 401(k)
plan. Total participant loans transferred out of the Plan amounted to
$1,412,404.
In June
2008, the assets of Guidant Employee Savings and Stock Ownership Plan, which
totaled approximately $800,000,000, were merged into the Plan.
Boston
Scientific Corporation 401(k) Retirement Savings Plan
EIN
#04-2695240
Plan
#001
Schedule
H, Line 4i - Schedule of Assets (Held at End of Year)
December
31, 2007
|
|
|
|
|
|
Current
|
|
|
Identity of Issue
|
|
Shares or Units
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
Mutual
Funds:
|
|
|
|
|
|
|
|
*
Vanguard Group:
|
|
|
|
|
|
|
|
500
Index Fund Investor Shares
|
|
|
1,115,525 |
|
|
$ |
150,763,243 |
|
|
International
Growth Fund
|
|
|
4,719,816 |
|
|
|
117,145,837 |
|
|
Wellington
Fund Investor Shares
|
|
|
3,368,801 |
|
|
|
109,890,295 |
|
|
Growth
Index Fund Investor Shares
|
|
|
2,723,102 |
|
|
|
90,488,675 |
|
|
Windsor
II Fund Investor Shares
|
|
|
2,858,782 |
|
|
|
89,365,535 |
|
|
Mid-Cap
Growth Fund
|
|
|
3,469,153 |
|
|
|
64,040,566 |
|
|
Total
Bond Market Index Fund
|
|
|
5,361,555 |
|
|
|
54,473,399 |
|
|
T.
Rowe Price Small-Cap Stock Fund-Advisor Class
|
|
|
1,096,563 |
|
|
|
33,149,092 |
|
|
|
|
|
|
|
|
|
|
|
|
*Common
Collective Trust Fund:
|
|
|
|
|
|
|
|
|
|
Vanguard
Retirement Savings Trust
|
|
|
92,500,698 |
|
|
|
93,205,937 |
|
|
|
|
|
|
|
|
|
|
|
|
*
Boston Scientific Corporation Common Stock Fund
|
|
|
6,501,810 |
|
|
|
75,616,050 |
|
|
|
|
|
|
|
|
|
|
|
|
Pfizer
Common Stock Fund
|
|
|
245,258 |
|
|
|
5,574,707 |
|
|
|
|
|
|
|
|
|
|
|
|
*
Participants’ notes receivable 5.00% - 10.00%
|
|
|
|
|
|
|
19,012,999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
902,726,335 |
|
*
Indicates party-in-interest to the Plan.
Note:
Cost information is not presented because all investments are
participant-directed.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the trustee (or other persons who administer
the employee benefit plan) has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
| |
Boston
Scientific Corporation
401(k)
Retirement Savings Plan
|
|
| |
|
|
| |
|
|
| |
|
|
|
|
Date June
23, 2008
|
By:
|
/s/ Richard
Duffy |
|
| |
|
Richard
Duffy |
|
| |
|
Member,
401(k) Plan Administrative and Investment Committee |
|
| |
|
|
|
EXHIBIT
INDEX
|
Exhibit
Number
|
Description |
| |
|
|
23
|
Consent
of Independent Auditors
|