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Filed Pursuant to Rule 433
Registration Statement No. 333-132626
Boston Scientific Corporation
Terms and Conditions — 5 and 10 Year Fixed Rate Notes
         
    5-Year   10-Year
 
Issuer
  Boston Scientific Corporation   Boston Scientific Corporation
 
Note Type
  Senior Notes   Senior Notes
 
Form of Offering
  SEC Registered   SEC Registered
 
 
  BBB+ (Stable) S&P   BBB+ (Stable) S&P
 
  BBB (Stable) Fitch   BBB (Stable) Fitch
Ratings
  Baa3 (Stable) Moody’s   Baa3 (Stable) Moody’s
 
Principal Amount
  $600,000,000   $600,000,000
 
Trade Date
  June 6, 2006   June 6, 2006
 
Settlement Date (T + 3)
  June 9, 2006   June 9, 2006
 
Maturity Date
  June 15, 2011   June 15, 2016
 
Coupon
  6.000% per annum   6.400% per annum
 
Yield
  6.021% per annum   6.452% per annum
 
Price to Public
  99.909%   99.619%
 
Spread
  Plus 108 bps   Plus 145 bps
 
Benchmark Treasury
  4.875% UST due 5/11   5.125% UST due 5/16
 
Benchmark Yield
  4.941%   5.002%
 
Net Proceeds to Company (before expenses)
  $595,854,000   $593,814,000
 
Coupon Dates
  Semi-annually on the 15th of June and December   Semi-annually on the 15th of June and December
 
First Coupon Date
  December 15, 2006   December 15, 2006
 

 

 

         
    5-Year   10-Year
 
 
  The greater of:   The greater of:
 
        
 
  •100% of the principal amount of the notes to be redeemed, or   •100% of the principal amount of the notes to be redeemed, or
 
        
Optional Redemption
  •as determined by a Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 20 basis points for the 2011 notes, plus, in each case, accrued and unpaid interest on the notes to the redemption date.   •as determined by a Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points for the 2016 notes, plus, in each case, accrued and unpaid interest on the notes to the redemption date.
 
Day Count Basis
  30/360   30/360
 
Minimum Denominations
  US$1,000 and integral multiples of US$1,000 in excess of such amount   US$1,000 and integral multiples of US$1,000 in excess of such amount
 
 
  Merrill Lynch, Pierce, Fenner & Smith Incorporated   Merrill Lynch, Pierce, Fenner & Smith Incorporated
 
  Banc of America Securities LLC   Banc of America Securities LLC
Joint Bookrunners
  Bear, Stearns & Co. Inc.   Bear, Stearns & Co. Inc.
 
  Deutsche Bank Securities Inc.   Deutsche Bank Securities Inc.
 
  Wachovia Capital Markets, LLC   Wachovia Capital Markets, LLC
Co-Managers
  ABN AMRO Incorporated   ABN AMRO Incorporated
 
  Lazard Capital Markets LLC   Lazard Capital Markets LLC
 
  BNP Paribas Securities Corp.   BNP Paribas Securities Corp.
 
  Greenwich Capital Markets, Inc.   Greenwich Capital Markets, Inc.
 
  J.P. Morgan Securities Inc.   J.P. Morgan Securities Inc.
 
  Daiwa Securities America Inc.   Daiwa Securities America Inc.
 
  UBS Securities LLC   UBS Securities LLC
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time
THE ISSUER HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SEC FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT AND OTHER DOCUMENTS THE ISSUER HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT THE ISSUER AND THIS OFFERING. YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING EDGAR ON THE SEC WEB SITE AT WWW.SEC.GOV. ALTERNATIVELY, THE ISSUER, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS IF YOU REQUEST IT BY CALLING TOLL-FREE 1-(866) 718-1649 (INSTITUTIONAL INVESTORS) OR 1-(800) 584-6837 (RETAIL INVESTORS).
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.