Financial and Operational Highlights: Acquisition of AMS Men's Health and Prostate Health - March 2, 2015

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Financial and Operational Highlights: Acquisition of AMS Men's Health and Prostate Health - March 2, 2015
Financial and
    Operational Highlights:

Acquisition of AMS Men’s Health
      and Prostate Health
           March 2, 2015
Financial and Operational Highlights: Acquisition of AMS Men's Health and Prostate Health - March 2, 2015
Safe Harbor for Forward-looking Statements

This presentation 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. If our underlying assumptions turn out to be incorrect, or if
certain risks or uncertainties materialize, actual results could differ materially from the
expectations and projections expressed or implied by our forward-looking statements.

Factors that may cause such differences can be found in our most recent Form 10-K
and Forms 10-Q filed or to be filed with the Securities and Exchange Commission
under the headings “Risk Factors” and “Safe Harbor for Forward-Looking Statements.”
Accordingly, you are cautioned not to place undue reliance on any of our forward-
looking statements. We disclaim any intention or obligation to publicly update or revise
any forward-looking statements to reflect any change in our expectations or in events,
conditions, or circumstances on which they may be based, or that may affect the
likelihood that actual results will differ from those contained in the forward-looking
statements.

2   Boston Scientific – AMS Men’s Health and Prostate Health: Acquisition Highlights - March 2, 2015
Financial and Operational Highlights: Acquisition of AMS Men's Health and Prostate Health - March 2, 2015
AMS Men’s Health and Prostate Health
Transaction Overview

• BSX to acquire AMS Men’s Health and Prostate Health businesses
         –      Therapies for erectile dysfunction, male urinary incontinence, BPH
         –      Not acquiring AMS Women’s Health assets/liabilities

• AMS MH and PH 2014 sales ~$400M; 2014 adjusted Op. Inc. ~$130M
• $1.6B cash purchase price; transaction expected to close by end Q3:15
         –      ~4x Sales, ~12x adjusted Operating Income
         –      ROIC expected to exceed cost of capital by 2017
         –      Estimated synergies: $50M+ by year end 2018

• Estimated EPS impact:
        −       Adjusted: break-even in 2015; accretive by at least $0.03 in 2016 and ~$0.07 in 2017
        −       GAAP: TBD post close; expected to be less accretive or dilutive 2015-2017

• Committed financing in place; balance sheet remains strong

3   Boston Scientific – AMS Men’s Health and Prostate Health: Acquisition Highlights - March 2, 2015
Financial and Operational Highlights: Acquisition of AMS Men's Health and Prostate Health - March 2, 2015
Strengthens Urology Leadership

Attractive Market
• $4B market growing mid-single digits
• Large unmet patient needs, particularly internationally
Leadership Position
• Creates nearly $1B market leader                                                                                                   Men’s & Prostate Health

• Leadership positions across 5 major segments
• Drives innovation for patients and our customers
• Largest commercial footprint in our served markets
Strong Financial Returns
• ROIC expected to exceed cost of capital by 2017
• Estimated EPS accretion: at least 3 cents in 2016 and ~7 cents in 2017*
• Estimated immediately accretive to BSC adjusted operating margins
• $50M+ in expected synergies by end of 2018
Strategically compelling for overall BSC
• Drives portfolio diversification
• Furthers goal of category leadership in each of our businesses

    *On an adjusted EPS basis; the transaction is expected to be less accretive or more dilutive on a GAAP basis due to amortization expense and transaction and
    integration costs.
4   Boston Scientific – AMS Men’s Health and Prostate Health: Acquisition Highlights - March 2, 2015
Financial and Operational Highlights: Acquisition of AMS Men's Health and Prostate Health - March 2, 2015
Expands Market Opportunity

    Source: Boston Scientific and AMS estimates
5   Boston Scientific – AMS Men’s Health and Prostate Health: Acquisition Highlights - March 2, 2015
Financial and Operational Highlights: Acquisition of AMS Men's Health and Prostate Health - March 2, 2015
Deep Portfolio in Urology Devices

                                         Erectile                                Male                         BPH               Stone
                                        Restoration                            Continence                  Treatment          Management

     2014 Revenue:  $147M                                               $127M                          $122M             $401M

Segment Position:  #1                                                   #1                             #1                #1

Patient Population:  Severe or                                          Incontinence                   BPH affects       10% of
                      complete ED                                         affects 12M                     – 90M men over     population
                      affects ~10% of                                     men WW; 70-80%                    age 504          experience
                      men over age 40,                                    cases secondary                 – 25M with         kidney stones in
                      or over 120M                                        to prostate                       moderate to      lifetime; 50%
                      men WW1,2                                           cancer3-8                         severe           recur within 5-10
                                                                                                            symptoms9-12     years13

                                                                                 AMS 800™
                                                                        Artificial Urinary Sphincter

                                          AMS 700™                                                                              Zero Tip™
                                        Inflatable Penile                       AdVance™                   GreenLight™         Nitinol Stone
                                           Prosthesis                        Male Sling System             Laser Therapy      Retrieval Basket

     Notes 1-13: Please see sources on Slide 11.
 6   Boston Scientific – AMS Men’s Health and Prostate Health: Acquisition Highlights - March 2, 2015
Financial and Operational Highlights: Acquisition of AMS Men's Health and Prostate Health - March 2, 2015
Diversifies Revenue Mix; Strengthens MedSurg

                                                                                                             Pro forma 2014 Revenue: $7.8B1
                                                   Neuromodulation

          Interventional
            Cardiology
                                                                                                   Cardiovascular                                       Rhythm
                                                                                                                                                      Management
                                                            Electrophysiology

                                                                                                                                              Cardiac
    Cardiac Rhythm Management                                                                                       Interventional            Rhythm
                                                                                                                      Cardiology            Management
                                                                                                                         $2.1                $1.9
                                                      Urology & Women’s Health

                                                                                                                 Peripheral                              $0.2
                                                                                                                 Interventions
        Endoscopy                                                                                                 $0.9
                                                                                                                                             Endoscopy
                                                          Peripheral Intervention                                     $0.5                     $1.3
                                                                                                                             $0.4
                                                                                                                                     $0.5                Electrophysiology
                                                                                                 Neuromodulation
                                                                                                                                     Urology &
                                                                                                                      AMS            Women’s
                                                                                                                      Men’s           Health
                                                                                                                      Health &
                                                                                                                      Prostate
                                                                                                                      Health                     MedSurg

                                                                                                         1   includes pro forma 2014 AMS Men’s Health & Prostate Health

7   Boston Scientific – AMS Men’s Health and Prostate Health: Acquisition Highlights - March 2, 2015
Advancing Science for Life™

    Delivering on our goals; innovating & leading in large markets
      • exceeding expectations and 2013 investor day goals

    Executing a compelling strategic plan
      • strong sales and margin expansion, differentiated EPS growth

    Allocating capital effectively and consistently with strategy
       • attractive markets; strong risk-adjusted returns; revenue and cost synergies

    Leading globally
      • fostering a “WINNING SPIRIT” and building category leaders

8    Boston Scientific – AMS Men’s Health and Prostate Health: Acquisition Highlights - March 2, 2015
Use of Non-GAAP Measures

    To supplement Boston Scientific’s consolidated financial statements presented on
    a GAAP basis, the Company discloses certain non-GAAP financial measures.
    These non-GAAP financial measures are not in accordance with generally
    accepted accounting principles in the United States.

    A reconciliation of the non-GAAP financial measures included in this document to
    the corresponding GAAP measures follows in Appendix A. In addition, an
    explanation of the ways in which Boston Scientific management uses these
    supplemental non-GAAP measures to evaluate its business, and the substantive
    reasons why Boston Scientific management believes that these non-GAAP
    measures provide useful information to investors is included under “Use of Non-
    GAAP Financial Measures” in the Company’s most recent earnings release filed
    with the SEC on Form 8-K. This additional non-GAAP financial information is not
    meant to be considered in isolation from or as a substitute for financial
    information prepared in accordance with GAAP.

9    Boston Scientific – AMS Men’s Health and Prostate Health: Acquisition Highlights - March 2, 2015
Non-GAAP Reconciliations
12 months ended December 31, 2014 (unaudited)

 AMS Men’s Health and Prostate Health Operating Income
 in millions                                                                            2014
 Non-GAAP operating income                                                        $            133 approximately $130 million
 Amortization                                                                     $             58
 Certain allocated expenses                                                       $             15
 GAAP operating income                                                            $             60 approximately $60 million

 BSC Urology and Women's Health Legacy
 in millions, except growth %                                                           2014            Growth
 Urology and Women's Health net sales, constant currency                          $            542            7%
 Foreign Currency Impact                                                                        (7)          -1%
 Urology and Women's Health net sales, GAAP                                       $            535            6%

 BSC Legacy                                                                                  Guidance
 in millions                                                                          2015 Low     2015 High
 Revenue Growth, Operational                                                             3%           6%
 Foreign Currency Impact                                                                -4%           -4%
 Revenue Growth, GAAP                                                                   -1%           2%

10   Boston Scientific – AMS Men’s Health and Prostate Health: Acquisition Highlights - March 2, 2015
Sources: Slide 6

 1)      US Census Bureau.
 2)      Aytac IA et al. (1996) – The likely worldwide increase in erectile dysfunction between 1995 and 2025 and some
         possible policy consequences. BJUI, 84: 50-6.
 3)      Irwin DE et al. (2011) – Worldwide prevalence estimates of lower urinary tract symptoms, overactive bladder, urinary
         incontinence and bladder outlet obstruction. BJUI, 108: 1132-9.
 4)      Litwin MS et al. (1995) – Quality-of-life outcomes in men treated for localized prostate cancer. JAMA, 273(2): 129-35.
 5)      Penson DF et al. (2005) - 5-year urinary and sexual outcomes after radical prostatectomy: results from the prostate
         cancer outcomes study. J Urol, 173(5): 1701-5.
 6)      Begg CB et al. (2002) - Variations in morbidity after radical prostatectomy. NEJM, 346(15): 1138-44.
 7)      Steineck G et al. (2002) - Quality of life after radical prostatectomy or watchful waiting. NEJM, 347(11): 790-6.
 8)      Data on file.
 9)      Barry M, Roehrborn C (1997). Management of benign prostatic hyperplasia. Annu Rev Med, 48: 177-189.
 10)     BioMed Strategies Report; 6/28/96.
 11)     Thomson Reuters Incidence and Prevalence Database.
 12)     US Census Bureau.
 13)     Moe, Orson W, Kidney Stones: Pathophysiology and Medical Management. Lancet 2006;
         367: 333-44.

11    Boston Scientific – AMS Men’s Health and Prostate Health: Acquisition Highlights - March 2, 2015
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