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| BSX > SEC Filings for BSX > Form 8-K on 29-Jan-2013 | All Recent SEC Filings |
29-Jan-2013
Results of Operations and Financial Condition, Costs Associated with Exit
On January 29, 2013, Boston Scientific Corporation issued a press release announcing financial results for the fourth quarter and full year ended December 31, 2012. A copy of the release is furnished with this report as Exhibit 99.1.
The information contained in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.
On January 25, 2013, the Board of Directors of Boston Scientific Corporation (the "Company") approved, and the Company committed to, an expansion of its 2011 restructuring program (the "Expansion"). The Expansion is intended to further strengthen the Company's operational effectiveness and efficiencies and support new investments, which we expect to increase shareholder value. The Company estimates that the Expansion will reduce gross annual pre-tax operating expenses by approximately $100 million to $115 million exiting 2013; and that the total 2011 restructuring program, including the Expansion (the "Total Program"), will reduce gross annual pre-tax operating expenses by approximately $340 million to $375 million exiting 2013. The Company expects a substantial portion of the Total Program savings to be reinvested in targeted areas for future growth, including strategic growth initiatives and emerging markets. Key activities under the Expansion include further initiatives to: standardize and automate certain processes and activities; relocate select administrative and functional activities; rationalize organizational reporting structures; expand shared services; and align expenses to revenues within certain divisions and geographic regions. In addition, they include further efforts to streamline various corporate functions, eliminate bureaucracy, increase productivity and better align corporate resources to its key business strategies. Key activities under the Total Program are expected to be substantially completed by the end of 2013.
The Company anticipates the reduction of 900 to 1,000 positions worldwide in 2013 through a combination of employee attrition and targeted headcount reductions as a result of the Expansion. The Company expects a total reduction of 2,100 to 2,400 positions as a result of all activities under the Total Program and attrition over the entire program time period (2011-2013). Plans detailing specific employee impacts will be developed for each affected region and business, and the Company will work with relevant employee representative bodies where required under local laws.
The Company estimates that the implementation of the Expansion will result in pre-tax charges of approximately $140 million to $160 million, of which approximately $100 million to $120 million is expected to result in future cash outlays. The Company estimates that the implementation of the Total Program will result in pre-tax charges of approximately $300 million to $355 million, of which approximately $270 million to $300 million is expected to result in cash outlays. The following table provides a summary of the Company's estimates of costs associated with the Expansion and the Total Program by major type of cost:
Total estimated amount expected to
be incurred
Type of cost Expansion Total Program
Restructuring charges:
Termination benefits $55 million to $65 million $185 million to $210 million
Other (1) $50 million to $55 million $70 million to $90 million
Restructuring-related expenses:
Other (2) $35 million to $40 million $45 million to $55 million
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(1) Consists primarily of consultant fees and contractual cancellations.
(2) Comprised of other costs directly related to the restructuring program,
including program management, accelerated depreciation, retention and
infrastructure-related costs.
As of December 31, 2012, the Company has recorded restructuring and restructuring-related costs of approximately $190 million since the inception of its 2011 restructuring program and has made cash outlays of approximately $130 million.
On January 25, 2013, the Board of Directors of Boston Scientific Corporation approved a new stock repurchase program authorizing the Company to repurchase up to $1.0 billion of its common stock.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements may be identified by words like
"anticipate," "expect," "project," "believe," "plan," "estimate," "intend" and
similar words. These forward-looking statements are based on our beliefs,
assumptions and estimates using information available to us at the time and are
not intended to be guarantees of future events or performance. These
forward-looking statements include, among other things, statements regarding our
expected net sales, GAAP earnings and adjusted earnings for the first quarter
and full year 2013; our financial performance; markets for our products and our
market share; our business plans; our cost-savings and growth initiatives; our
restructuring program activities and expected impact; and our positioning for
revenue growth. If our underlying assumptions turn out to be incorrect, or if
certain risks or uncertainties materialize, actual results could vary materially
from the expectations and projections expressed or implied by our
forward-looking statements. These risks and uncertainties, in some cases, have
affected and in the future could affect our ability to implement our business
strategy and may cause actual results to differ materially from those
contemplated by the statements expressed in this press release. As a result,
readers are cautioned not to place undue reliance on any of our forward-looking
statements.
Risks and uncertainties that may cause such differences include, among other
things: future economic, political, competitive, reimbursement and regulatory
conditions; new product introductions and the market acceptance of those
products; markets for our products; expected pricing environment; expected
procedural volumes; clinical trial results; demographic trends; intellectual
property rights; litigation; financial market conditions; the execution and
effect of our restructuring program; the execution and effect of our business
strategy, including our cost-savings and growth initiatives; and future business
decisions made by us and our competitors. New risks and uncertainties may arise
from time to time and are difficult to predict. All of these factors are
difficult or impossible to predict accurately and many of them are beyond our
control. For a further list and description of these and other important risks
and uncertainties that may affect our future operations, see Part I, Item IA
- Risk Factors in our most recent Annual Report on Form 10-K filed with the
Securities and Exchange Commission, which we may update in Part II, Item 1A
- Risk Factors in Quarterly Reports on Form 10-Q we have filed or will file
hereafter. We disclaim any intention or obligation to publicly update or revise
any forward-looking statement to reflect any change in our expectations or in
events, conditions, or circumstances on which those expectations may be based,
or that may affect the likelihood that actual results will differ from those
contained in the forward-looking statements. This cautionary statement is
applicable to all forward-looking statements contained in this press release.
(d) Exhibits
Exhibit No. Description
Exhibit 99.1 Press Release issued by Boston Scientific Corporation dated January 29, 2013
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