Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 27, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ZBH | |
Entity Registrant Name | ZIMMER BIOMET HOLDINGS, INC. | |
Entity Central Index Key | 1,136,869 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 203,779,925 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Earnings (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Net Sales | $ 1,762.2 | $ 1,106 | $ 4,064.2 | $ 3,450.4 |
Cost of products sold, excluding intangible asset amortization | 552.1 | 295.9 | 1,131.3 | 929 |
Intangible asset amortization | 122.6 | 20.6 | 176 | 72 |
Research and development | 83.3 | 45.9 | 182.9 | 141.1 |
Selling, general and administrative | 692.3 | 422.8 | 1,560.6 | 1,311.5 |
Certain claims (Note 17) | (0.3) | 7.7 | 21.5 | |
Special items (Note 3) | 195.9 | 65.9 | 751.9 | 164.3 |
Operating expenses | 1,646.2 | 850.8 | 3,810.4 | 2,639.4 |
Operating Profit | 116 | 255.2 | 253.8 | 811 |
Other income (expense), net | 4.3 | (12.1) | (44.6) | (25.4) |
Interest income | 2.3 | 3 | 7.4 | 8.4 |
Interest expense | (90.8) | (16.3) | (196.6) | (47.1) |
Earnings before income taxes | 31.8 | 229.8 | 20 | 746.9 |
Provision for income taxes | 9.6 | 56.9 | 0.5 | 181.4 |
Net Earnings | 22.2 | 172.9 | 19.5 | 565.5 |
Less: Net loss attributable to noncontrolling interest | (0.2) | (0.5) | (1) | |
Net Earnings of Zimmer Biomet Holdings, Inc. | $ 22.2 | $ 173.1 | $ 20 | $ 566.5 |
Earnings Per Common Share | ||||
Basic | $ 0.11 | $ 1.02 | $ 0.11 | $ 3.36 |
Diluted | $ 0.11 | $ 1.01 | $ 0.11 | $ 3.30 |
Weighted Average Common Shares Outstanding | ||||
Basic | 203.5 | 169 | 182.1 | 168.8 |
Diluted | 205.7 | 171.7 | 184.7 | 171.5 |
Cash Dividends Declared Per Common Share | $ 0.22 | $ 0.22 | $ 0.66 | $ 0.66 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings | $ 22.2 | $ 172.9 | $ 19.5 | $ 565.5 |
Other Comprehensive Income: | ||||
Foreign currency cumulative translation adjustments | (137) | (132.4) | (276.6) | (128.8) |
Unrealized cash flow hedge gains/(losses), net of tax | 4.1 | 49.9 | 43.4 | 38.5 |
Reclassification adjustments on foreign currency hedges, net of tax | (23) | (5) | (69.7) | (9.7) |
Unrealized gains on securities, net of tax | 0.5 | 0.2 | ||
Reclassification adjustments on securities, net of tax | (0.4) | |||
Adjustments to prior service cost and unrecognized actuarial assumptions, net of tax | 5.8 | 2.1 | 11.2 | 3.8 |
Total Other Comprehensive (Loss) | (150.1) | (85.4) | (291.2) | (96.4) |
Comprehensive (Loss) Income | (127.9) | 87.5 | (271.7) | 469.1 |
Comprehensive gain attributable to the noncontrolling interest | (0.1) | (0.1) | (0.1) | (0.9) |
Comprehensive (Loss) Income attributable to Zimmer Biomet Holdings, Inc. | $ (127.8) | $ 87.6 | $ (271.6) | $ 470 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $ 1,466.9 | $ 1,083.3 |
Short-term investments | 343.3 | 612.5 |
Accounts receivable, less allowance for doubtful accounts | 1,385.1 | 912.1 |
Inventories | 2,357.8 | 1,193.3 |
Prepaid expenses and other current assets | 475.8 | 193.7 |
Deferred income taxes | 365.8 | 318.4 |
Total Current Assets | 6,394.7 | 4,313.3 |
Property, plant and equipment, net | 1,989 | 1,285.3 |
Goodwill | 7,679.5 | 2,514.2 |
Intangible assets, net | 9,823.7 | 603.5 |
Other assets | 802.2 | 941.7 |
Total Assets | 26,689.1 | 9,658 |
Current Liabilities: | ||
Accounts payable | 223.6 | 145.2 |
Income taxes payable | 208.3 | 80.3 |
Current portion of long-term debt | 225 | |
Other current liabilities | 1,129.6 | 798.5 |
Total Current Liabilities | 1,786.5 | 1,024 |
Long-term income tax payable | 370.5 | 189.9 |
Deferred income taxes | 2,348.9 | 45.9 |
Other long-term liabilities | 500.3 | 421 |
Long-term debt | 11,689.6 | 1,425.5 |
Total Liabilities | $ 16,695.8 | $ 3,106.3 |
Commitments and Contingencies (Note 17) | ||
Stockholders' Equity: | ||
Common stock, $0.01 par value, one billion shares authorized, 302.3 million shares issued in 2015 (268.4 million in 2014) | $ 3 | $ 2.7 |
Paid-in capital | 8,156.5 | 4,330.7 |
Retained earnings | 8,264.8 | 8,362.1 |
Accumulated other comprehensive (loss) income | (253.1) | 38.1 |
Treasury stock, 98.6 million shares in 2015 (98.7 million shares in 2014) | (6,179.6) | (6,183.7) |
Total Zimmer Biomet Holdings, Inc. stockholders' equity | 9,991.6 | 6,549.9 |
Noncontrolling interest | 1.7 | 1.8 |
Total Stockholders' Equity | 9,993.3 | 6,551.7 |
Total Liabilities and Stockholders' Equity | $ 26,689.1 | $ 9,658 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 302,300,000 | 268,400,000 |
Treasury stock, shares | 98,600,000 | 98,700,000 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows provided by (used in) operating activities: | ||
Net earnings | $ 19.5 | $ 565.5 |
Adjustments to reconcile net earnings to cash provided by operating activities: | ||
Depreciation and amortization | 428.1 | 283.2 |
Share-based compensation | 34.7 | 37 |
Non-cash Biomet merger consideration compensation expense | 164.1 | |
Income tax benefit from stock option exercises | 77.7 | 32.7 |
Excess income tax benefit from stock option exercises | (10.3) | (9.7) |
Inventory step-up | 137.1 | 5 |
Gain on divestiture of assets | (8.9) | |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Income taxes | 29.9 | (140.2) |
Receivables | 29.4 | (42.3) |
Inventories | (196.5) | (132.7) |
Accounts payable and accrued expenses | (251.5) | (2.9) |
Other assets and liabilities | (23.7) | 103 |
Net cash provided by operating activities | 429.6 | 698.6 |
Cash flows provided by (used in) investing activities: | ||
Additions to instruments | (186) | (162.9) |
Additions to other property, plant and equipment | (118.6) | (95.7) |
Purchases of investments | (179) | (1,150.1) |
Sales of investments | 578.8 | 919.4 |
Proceeds from divestiture of assets | 57.9 | |
Biomet acquisition, net of acquired cash | (7,812.9) | |
Investments in other assets | (19.6) | (8.8) |
Net cash used in investing activities | (7,679.4) | (498.1) |
Cash flows provided by (used in) financing activities: | ||
Proceeds from senior notes | 7,628.2 | |
Proceeds from term loan | 3,000 | |
Redemption of senior notes | (2,740) | |
Payments on term loan | (150) | |
Net proceeds under revolving credit facilities | 0.8 | 1.4 |
Dividends paid to stockholders | (112.3) | (108) |
Proceeds from employee stock compensation plans | 77 | 254.5 |
Excess income tax benefit from stock option exercises | 10.3 | 9.7 |
Debt issuance costs | (58.4) | (64.1) |
Repurchase of common stock | (400.5) | |
Net cash provided by (used in) financing activities | 7,655.6 | (307) |
Effect of exchange rates on cash and cash equivalents | (22.2) | (6.8) |
Increase (decrease) in cash and cash equivalents | 383.6 | (113.3) |
Cash and cash equivalents, beginning of year | 1,083.3 | 1,080.6 |
Cash and cash equivalents, end of period | $ 1,466.9 | $ 967.3 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The financial data presented herein is unaudited and should be read in conjunction with the consolidated financial statements and accompanying notes included in the 2014 Annual Report on Form 10-K filed by Zimmer Biomet Holdings, Inc. Beginning January 1, 2015, we changed our quarter-end closing convention for the majority of our international subsidiaries, which, in the case of the three and nine month periods ended September 30, 2015, resulted in a change of that quarter-end close from September 25 to September 30. As a consequence, our results of operations for the nine month period ended September 30, 2015 include up to four more billing days for such international subsidiaries than were included in our results of operations for the nine month period ended September 30, 2014. This change did not result in a significant change in the number of billing days for the three month period ended September 30, 2015. We have not restated the presentation of the 2014 financial statements to conform to this change of closing convention because the impact of the change is not material to the consolidated results of operations or to the comparisons between the 2015 and 2014 periods. In our opinion, the accompanying unaudited condensed consolidated financial statements include all adjustments necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented. The December 31, 2014 condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (GAAP). Results for interim periods should not be considered indicative of results for the full year. Certain amounts in the 2014 condensed consolidated financial statements have been reclassified to conform to the 2015 presentation. On June 24, 2015 (the “Closing Date”), pursuant to an agreement and plan of merger dated April 24, 2014, we acquired LVB Acquisition, Inc. (“LVB”), the parent company of Biomet, Inc. (“Biomet”), and LVB and Biomet became our wholly-owned subsidiaries (sometimes hereinafter referred to as the “Biomet merger” or the “merger”). For more information on the merger, see Note 4. In connection with the merger, we changed our name from Zimmer Holdings, Inc. to Zimmer Biomet Holdings, Inc. The words “we,” “us,” “our” and similar words and “Zimmer Biomet” refer to Zimmer Biomet Holdings, Inc. and its subsidiaries. “Zimmer Biomet Holdings” refers to the parent company only. “Zimmer” used alone refers to the business or information of us and our subsidiaries on a stand-alone basis without inclusion of the business or information of LVB or any of its subsidiaries. Unless the context indicates or requires otherwise, references to “LVB” and “Biomet” refer to LVB and its subsidiaries. |
Revision of Prior Period Financ
Revision of Prior Period Financial Statements | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Revision of Prior Period Financial Statements | 2. Revision of Prior Period Financial Statements In the three month period ended September 30, 2015, we discovered two errors related to our financial statements for prior periods. One error related to accounts payable accruals. For certain received goods and services, we did not completely relieve the related accrual in a timely manner. As a result, our accounts payable balance was overstated. This error had been accumulating since 2012. The second error related to the accounting for the divestiture of certain Biomet product lines and rights in the three month period ended June 30, 2015. We calculated a gain on the divestiture based upon the pre-merger net book value of the assets. However, the gain should have been calculated based upon the fair value of such assets post-merger. We evaluated the impact of these errors on our prior period quarterly and annual financial statements, assessing materiality both quantitatively and qualitatively, and concluded the errors were not material to any of our previously issued financial statements. However, we concluded the cumulative corrections of these errors would be material to our financial statements for the three month period ended September 30, 2015 and, therefore, it is not appropriate to recognize the cumulative corrections in this period. Consequently, we have revised previous periods’ financial statements to correct these errors as well as other unrelated, immaterial out of period adjustments that had been previously recorded. Following is a summary of the financial statement line items impacted by these revisions for the periods presented in this Form 10-Q (in millions, except per share amounts). Revisions to the Condensed Consolidated Statements of Earnings and Comprehensive (Loss) Income Three Months Ended March 31, 2015 Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 As Adjustment As As Adjustment As As Adjustment As Cost of products sold, excluding intangible asset amortization $ 278.7 $ 6.2 $ 284.9 $ 290.5 $ 3.8 $ 294.3 $ 569.2 $ 10.0 $ 579.2 Research and development 48.4 (0.1 ) 48.3 51.4 (0.1 ) 51.3 99.8 (0.2 ) 99.6 Selling, general and administrative 425.0 (0.9 ) 424.1 445.1 (0.9 ) 444.2 870.1 (1.8 ) 868.3 Special items 87.0 (0.2 ) 86.8 469.4 (0.2 ) 469.2 556.4 (0.4 ) 556.0 Operating expenses 859.5 5.0 864.5 1,297.1 2.6 1,299.7 2,156.6 7.6 2,164.2 Other (expense), net (22.6 ) — (22.6 ) (4.0 ) (22.3 ) (26.3 ) (26.6 ) (22.3 ) (48.9 ) Earnings (loss) before income taxes 231.8 (5.0 ) 226.8 (213.7 ) (24.9 ) (238.6 ) 18.1 (29.9 ) (11.8 ) Provision (benefit) for income taxes 55.0 0.7 55.7 (55.5 ) (9.3 ) (64.8 ) (0.5 ) (8.6 ) (9.1 ) Net earnings (loss) 176.8 (5.7 ) 171.1 (158.2 ) (15.6 ) (173.8 ) 18.6 (21.3 ) (2.7 ) Net Earnings (Loss) of Zimmer Biomet Holdings, Inc. 177.1 (5.7 ) 171.4 (158.0 ) (15.6 ) (173.6 ) 19.1 (21.3 ) (2.2 ) Weighted Average Common Shares Outstanding—Diluted 174.2 (2.7 ) 171.5 Earnings (Loss) Per Common Share—Basic $ 1.04 $ (0.03 ) $ 1.01 $ (0.91 ) $ (0.09 ) $ (1.00 ) $ 0.11 $ (0.12 ) $ (0.01 ) Earnings (Loss) Per Common Share—Diluted $ 1.02 $ (0.03 ) $ 0.99 $ (0.91 ) $ (0.09 ) $ (1.00 ) $ 0.11 $ (0.12 ) $ (0.01 ) Foreign currency cumulative translation adjustments $ (152.7 ) $ 2.8 $ (149.9 ) $ 27.8 $ (17.5 ) $ 10.3 $ (124.9 ) $ (14.7 ) $ (139.6 ) Total other comprehensive loss (117.4 ) 2.8 (114.6 ) (9.0 ) (17.5 ) (26.5 ) (126.4 ) (14.7 ) (141.1 ) Comprehensive Income (Loss) 59.4 (2.9 ) 56.5 (167.2 ) (33.1 ) (200.3 ) (107.8 ) (36.0 ) (143.8 ) Comprehensive Income (Loss) attributable to Zimmer Biomet Holdings, Inc. 59.2 (2.9 ) 56.3 (167.0 ) (33.1 ) (200.1 ) (107.8 ) (36.0 ) (143.8 ) Three Months Ended Nine Months Ended September 30, 2014 As Adjustment As As Adjustment As Cost of products sold, excluding intangible asset amortization $ 296.7 $ (0.8 ) $ 295.9 $ 932.0 $ (3.0 ) $ 929.0 Research and development 46.0 (0.1 ) 45.9 141.4 (0.3 ) 141.1 Selling, general and administrative 423.8 (1.0 ) 422.8 1,304.4 7.1 1,311.5 Special items 66.4 (0.5 ) 65.9 165.3 (1.0 ) 164.3 Operating expenses 853.2 (2.4 ) 850.8 2,636.6 2.8 2,639.4 Earnings before income taxes 227.4 2.4 229.8 749.7 (2.8 ) 746.9 Provision for income taxes 62.1 (5.2 ) 56.9 187.2 (5.8 ) 181.4 Net earnings 165.3 7.6 172.9 562.5 3.0 565.5 Net Earnings of Zimmer Biomet Holdings, Inc. 165.5 7.6 173.1 563.5 3.0 566.5 Earnings Per Common Share—Basic $ 0.98 $ 0.04 $ 1.02 $ 3.34 $ 0.02 $ 3.36 Earnings Per Common Share—Diluted $ 0.96 $ 0.05 $ 1.01 $ 3.29 $ 0.01 $ 3.30 Foreign currency cumulative translation adjustments $ (134.6 ) $ 2.2 $ (132.4 ) $ (131.0 ) $ 2.2 $ (128.8 ) Total other comprehensive loss (87.6 ) 2.2 (85.4 ) (98.6 ) 2.2 (96.4 ) Comprehensive Income 77.7 9.8 87.5 463.9 5.2 469.1 Comprehensive Income attributable to Zimmer Biomet Holdings, Inc. 77.8 9.8 87.6 464.8 5.2 470.0 Revisions to the Condensed Consolidated Balance Sheets December 31, 2014 March 31, 2015 June 30, 2015 As Adjustment As As Adjustment As As Adjustment As Inventories $ 1,169.0 $ 24.3 $ 1,193.3 $ 1,217.0 $ 20.0 $ 1,237.0 $ 2,441.4 $ (2.3 ) $ 2,439.1 Total Current Assets 4,289.0 24.3 4,313.3 11,917.2 20.0 11,937.2 6,751.5 (2.3 ) 6,749.2 Property, plant and equipment, net 1,288.8 (3.5 ) 1,285.3 1,300.7 (3.3 ) 1,297.4 1,998.6 (3.0 ) 1,995.6 Goodwill 2,514.2 — 2,514.2 2,417.0 — 2,417.0 7,730.7 (22.3 ) 7,708.4 Other assets 939.2 2.5 941.7 976.9 2.4 979.3 781.7 2.4 784.1 Total Assets 9,634.7 23.3 9,658.0 17,190.1 19.1 17,209.2 27,204.0 (25.2 ) 27,178.8 Accounts payable 167.1 (21.9 ) 145.2 174.9 (23.8 ) 151.1 268.2 (25.7 ) 242.5 Income taxes payable 72.4 7.9 80.3 57.5 8.6 66.1 134.0 7.7 141.7 Total Current Liabilities 1,038.0 (14.0 ) 1,024.0 908.7 (15.2 ) 893.5 2,163.1 (18.0 ) 2,145.1 Long-term income tax payable 181.7 8.2 189.9 181.9 8.2 190.1 358.8 8.2 367.0 Deferred income taxes 45.9 — 45.9 51.9 — 51.9 2,363.2 (8.3 ) 2,354.9 Total Liabilities 3,112.1 (5.8 ) 3,106.3 10,607.1 (7.0 ) 10,600.1 17,078.1 (18.1 ) 17,060.0 Retained earnings 8,285.2 76.9 8,362.1 8,426.8 71.1 8,497.9 8,232.3 55.4 8,287.7 Accumulated other comprehensive income 85.9 (47.8 ) 38.1 (31.5 ) (45.0 ) (76.5 ) (40.5 ) (62.5 ) (103.0 ) Total Zimmer Biomet Holdings, Inc. stockholders’ equity 6,520.8 29.1 6,549.9 6,581.0 26.1 6,607.1 10,124.1 (7.1 ) 10,117.0 Total Stockholders Equity 6,522.6 29.1 6,551.7 6,583.0 26.1 6,609.1 10,125.9 (7.1 ) 10,118.8 Revisions to the Condensed Consolidated Statements of Cash Flows Three Months Ended March 31, 2015 Six Months Ended June 30, 2015 As Adjustments As As Adjustments As Net earnings $ 176.8 $ (5.7 ) $ 171.1 $ 18.6 $ (21.3 ) $ (2.7 ) (Gain) loss on divestiture of assets — — — (18.9 ) 22.3 3.4 Changes in operating assets and liabilities, net of effect of acquisitions: Income taxes (13.3 ) 0.7 (12.6 ) 30.5 (8.6 ) 21.9 Inventories (62.2 ) 4.3 (57.9 ) (149.9 ) 9.1 (140.8 ) Accounts payable and accrued expenses (149.5 ) (1.9 ) (151.4 ) 95.8 (3.8 ) 92.0 Other assets and liabilities 22.2 2.6 24.8 (87.8 ) 2.3 (85.5 ) Nine Months Ended September 30, 2014 As Reported Adjustments As Revised Net earnings $ 562.5 $ 3.0 $ 565.5 Changes in operating assets and liabilities, net of effect of acquisitions: Income taxes (134.3 ) (5.9 ) (140.2 ) Inventories (134.2 ) 1.5 (132.7 ) Accounts payable and accrued expenses 6.5 (9.4 ) (2.9 ) Other assets and liabilities 92.2 10.8 103.0 |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant Accounting Policies Special Items Three Months Ended Nine Months Ended 2015 2014 2015 2014 Biomet-related Merger consideration compensation expense $ — $ — $ 164.1 $ — Retention plans — — 73.0 — Consulting and professional fees 28.0 27.2 114.6 40.9 Employee termination benefits 14.2 — 79.1 — Dedicated project personnel 36.8 0.3 45.9 0.3 Relocated facilities 1.6 — 2.5 — Contract terminations 59.2 — 75.1 — Information technology integration 1.1 — 1.1 — Other 5.7 — 7.6 — Other Consulting and professional fees 30.2 21.8 109.5 63.8 Employee termination benefits 1.1 — 1.9 0.9 Dedicated project personnel 6.4 13.9 28.9 35.7 Impairment/loss on disposal of assets — — 2.3 5.9 Certain R&D agreements — — — 4.5 Relocated facilities — — — 0.7 Distributor acquisitions — 0.1 — 0.5 Certain litigation matters — — 20.3 — Contract terminations — 0.3 — 1.5 Information technology integration 1.8 — 1.8 — Contingent consideration adjustments 0.1 (0.2 ) 2.4 0.2 Accelerated software amortization — 1.5 1.5 4.5 Other 9.7 1.0 20.3 4.9 Special items $ 195.9 $ 65.9 $ 751.9 $ 164.3 Pursuant to the Biomet merger agreement, all outstanding LVB stock options and LVB stock-based awards vested immediately prior to the effective time of the merger, and holders of these options and awards received a portion of the aggregate merger consideration. Some of these options and awards were already vested under the terms of LVB’s equity incentive plans. We accounted for the fair value of the consideration we paid in exchange for previously vested options and awards as consideration to complete the merger. As part of the merger agreement terms, all previously unvested options and awards vested immediately prior to the effective time of the merger. Under LVB’s equity incentive plans, unvested options and awards would have otherwise been forfeited. We have concluded that the discretionary accelerated vesting of these unvested options and awards was for the economic benefit of the combined company, and, therefore, we classified the fair value of the merger consideration we paid to holders of such unvested options and awards of $164.1 million as compensation expense. Pursuant to the LVB merger agreement, retention plans were established for certain Biomet employees and third-party sales agents. Retention payments were earned by employees and third-party sales agents who remained with Biomet through the Closing Date. We recognized $73.0 million of expense resulting from these retention plans. After the Closing Date, we started to implement our integration plans to drive operational synergies. Part of these integration plans included termination of employees and certain contracts. Expenses attributable to the initial phase of these integration plans that were recognized in the three and nine month periods ended September 30, 2015 as part of “Special items” related to employee termination benefits and contract termination expense associated with agreements with independent agents, distributors, suppliers and lessors. Our integration plans are expected to last through 2018 and we expect to incur a total of $170 million for employee termination benefits and $130 million for contract termination expense in that time period. The following table summarizes the liabilities related to these integration plans (in millions): Employee Contract Total Balance, Closing Date $ — $ — $ — Additions 79.1 75.1 154.2 Cash payments (28.4 ) (5.9 ) (34.3 ) Foreign currency exchange rate changes (0.1 ) (0.2 ) (0.3 ) Balance, September 30, 2015 $ 50.6 $ 69.0 $ 119.6 Recent Accounting Pronouncements— Revenue from Contracts with Customers (Topic 606) In April 2015, the FASB issued ASU 2015-03— Simplifying the Presentation of Debt Issuance Costs There are no other recently issued accounting pronouncements that we have not yet adopted that are expected to have a material effect on our financial position, results of operations or cash flows. |
Biomet Merger
Biomet Merger | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Biomet Merger | 4. Biomet Merger On the Closing Date, we completed our merger with LVB, the parent company of Biomet. We paid $12,030.3 million in cash and stock and assumed Biomet’s senior notes. The fair value of the principal amount of the senior notes was $2,740.0 million, which we repaid in full prior to June 30, 2015. The merger positions us as a leader in the nearly $50 billion musculoskeletal industry. Our product portfolio now includes Biomet’s legacy product lines, including knee and hip reconstructive products; sports medicine, extremities and trauma products; spine, bone healing, craniomaxillofacial and thoracic products; dental reconstructive products; and cement, biologics and other products. Our larger scale provides for increased competitiveness in our core and emerging franchises and a stronger presence in our geographic markets. The merger positions us to accelerate revenue growth through cross-selling opportunities between our legacy product portfolios and sales force specialization. The combination of our research and development (“R&D”) functions will allow us to allocate a greater portion of the combined R&D spending towards innovations designed to address unmet clinical needs and create new-market adjacencies. We also expect to realize operational synergies to enhance value for stockholders. In order to consummate the merger under applicable antitrust laws and regulations in certain countries, we had to divest certain product line rights and assets. As a result, we recognized a net gain of $12.3 million and $8.9 million in non-operating other expense, net in the three and nine month periods ended September 30, 2015, respectively. We funded the cash portion of the merger consideration with available cash on hand, as well as proceeds from a $3.0 billion senior unsecured term loan and $7.65 billion in senior unsecured notes issued in March 2015. See Note 9 for further information regarding these debt instruments. The aggregate merger consideration paid was $12,030.3 million, consisting of $8,307.6 million of cash and 32.7 million shares of our common stock valued at $3,722.7 million. The value of our common stock was based upon a stock price of $113.83 per share using the average of the high and low trading prices on the Closing Date. As discussed in Note 3, $164.1 million of the cash and common stock consideration was allocated to compensation expense due to the acceleration of the vesting of unvested LVB stock options and LVB stock-based awards in connection with the merger. Therefore, the amount of merger consideration utilized for the purchase method of accounting was $11,866.2 million. The merger was accounted for under the purchase method of accounting. Accordingly, LVB’s results of operations have been included in our consolidated results of operations subsequent to the Closing Date, and LVB’s assets and liabilities were recorded at their estimated fair values in our consolidated statement of financial position as of the Closing Date, with the excess of the purchase price over the estimated fair values being allocated to goodwill. During the three and nine month periods ended September 30, 2015, Biomet contributed net sales of $742.8 million and $802.7 million, respectively. During the three and nine month periods ended September 30, 2015, Biomet contributed net operating losses of $28.3 million and $316.5 million, respectively, to our consolidated results, driven by $164.1 million of merger consideration compensation expense for unvested LVB stock options and LVB stock-based awards, $73.0 million of retention plan expense, severance expense, inventory step-up expense and intangible asset amortization. The purchase price allocation as of September 30, 2015 is preliminary. The preliminary purchase price allocation is based on publicly available financial information of LVB, our informed insights into the industries in which LVB competed, and discussions with LVB’s management. The estimation of fair values requires a complex series of judgments about future events and uncertainties which will take us some time to compile. Additionally, we have engaged external experts to assist us in the estimation of fair value for certain assets. For these reasons, among others, there may be differences between these preliminary estimates of fair value and the final acquisition accounting, which differences could be material. The final estimates of fair value are expected to be completed as soon as possible, but no later than one year from the Closing Date. The following table summarizes our estimate of the preliminary fair values of the assets acquired and liabilities assumed at the Closing Date (in millions): Closing Date Adjustments Closing Date Cash $ 494.8 $ — $ 494.8 Accounts receivable, net 544.7 10.3 555.0 Inventory 1,161.7 6.2 1,167.9 Other current assets 202.3 (35.3 ) 167.0 Property, plant and equipment 699.4 (1.0 ) 698.4 Intangible assets not subject to amortization: — — Trademarks and trade names 515.0 — 515.0 Intangible assets subject to amortization: — — Technology 3,075.3 15.8 3,091.1 Customer relationships 5,829.0 — 5,829.0 Other assets 29.5 (9.4 ) 20.1 Goodwill 5,270.2 (16.3 ) 5,253.9 Total assets acquired 17,821.9 (29.7 ) 17,792.2 Current liabilities 588.9 10.7 599.6 Long-term debt 2,740.0 — 2,740.0 Deferred taxes 2,568.6 (41.1 ) 2,527.5 Other long-term liabilities 58.2 0.7 58.9 Total liabilities assumed 5,955.7 (29.7 ) 5,926.0 Net assets acquired $ 11,866.2 $ — $ 11,866.2 Adjustments to the preliminary fair values of the assets acquired and liabilities assumed during the three month period ended September 30, 2015 related to refinement of deferred tax balances, adjustments to contingent liabilities and contingent gains based upon additional evidence obtained, and a change in the fair value of certain intangible assets acquired. There may be additional adjustments to these preliminary estimates of fair value which could be material. The weighted-average amortization period selected for technology and customer relationship intangible assets was 20 years and 24 years, respectively. The weighted-average amortization period may change in the future based upon our final estimates of fair value. The goodwill is generated from the operational synergies we expect to achieve from our combined operations. Based upon the preliminary nature of the fair value estimates, we have not been able to compile the necessary information to allocate the goodwill to our operating segments. None of the goodwill is expected to be deductible for tax purposes. The following table summarizes the changes in the carrying amount of our goodwill (in millions): Americas EMEA Asia Pacific Unallocated Total Balance at December 31, 2014 Goodwill $ 1,666.2 $ 1,067.7 $ 153.3 $ — $ 2,887.2 Accumulated impairment losses (373.0 ) — — — (373.0 ) 1,293.2 1,067.7 153.3 — 2,514.2 Biomet merger — — — 5,253.9 5,253.9 Currency translation (8.9 ) (72.2 ) (7.5 ) — (88.6 ) Balance at September 30, 2015 Goodwill 1,657.3 995.5 145.8 5,253.9 8,052.5 Accumulated impairment losses (373.0 ) — — — (373.0 ) $ 1,284.3 $ 995.5 $ 145.8 $ 5,253.9 $ 7,679.5 The following sets forth unaudited pro forma financial information derived from (i) the unaudited financial statements of Zimmer for the three and nine month periods ended September 30, 2015 and 2014; and (ii) the unaudited financial statements of LVB for the periods January 1, 2015 to June 23, 2015 and for the three and nine month periods ended September 30, 2014. The pro forma financial information has been adjusted to give effect to the merger as if it had occurred on January 1, 2014. Pro Forma Financial Information (Unaudited) Three Months Ended Nine Months Ended 2015 2014 2015 2014 (in millions) Net Sales $ 1,762.2 $ 1,888.4 $ 5,584.1 $ 5,906.2 Net Earnings $ 22.2 $ 106.6 $ 267.3 $ 221.5 These unaudited pro forma results have been prepared for comparative purposes only and include adjustments such as inventory step-up, amortization of acquired intangible assets and interest expense on debt incurred to finance the merger. Material, nonrecurring pro forma adjustments directly attributable to the Biomet merger include: • The $164.1 million of merger consideration compensation expense for unvested LVB stock options and LVB stock-based awards was removed from net earnings for the nine month period ended September 30, 2015 and recognized as an expense in the nine month period ended September 30, 2014. • The $73.0 million of retention plan expense was removed from net earnings for the nine month period ended September 30, 2015 and recognized as an expense in the nine month period ended September 30, 2014. • Transaction costs of $17.7 million was removed from net earnings for the nine month period ended September 30, 2015 and recognized as an expense in the nine month period ended September 30, 2014. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. Inventories September 30, December 31, (in millions) Finished goods $ 1,915.0 $ 924.2 Work in progress 141.4 87.8 Raw materials 301.4 181.3 Inventories $ 2,357.8 $ 1,193.3 Finished goods inventory as of September 30, 2015 includes $368.3 million to step-up the acquired Biomet inventory to fair value. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 6. Property, Plant and Equipment September 30, December 31, (in millions) Land $ 40.9 $ 20.4 Buildings and equipment 1,639.4 1,283.4 Capitalized software costs 304.8 294.7 Instruments 2,152.9 1,692.8 Construction in progress 150.9 115.8 4,288.9 3,407.1 Accumulated depreciation (2,299.9 ) (2,121.8 ) Property, plant and equipment, net $ 1,989.0 $ 1,285.3 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | 7. Investments We invest in short and long-term investments classified as available-for-sale securities. Information regarding our investments is as follows (in millions): Amortized Cost Gross Fair Gains Losses As of September 30, 2015 Corporate debt securities $ 372.1 $ 0.3 $ (0.2 ) $ 372.2 U.S. government and agency debt securities 66.9 — — 66.9 Commercial paper 11.5 — — 11.5 Certificates of deposit 15.9 — — 15.9 Total short and long-term investments $ 466.4 $ 0.3 $ (0.2 ) $ 466.5 As of December 31, 2014 Corporate debt securities $ 516.9 $ 0.1 $ (0.5 ) $ 516.5 U.S. government and agency debt securities 194.3 — — 194.3 Commercial paper 57.8 — — 57.8 Certificates of deposit 100.3 — — 100.3 Total short and long-term investments $ 869.3 $ 0.1 $ (0.5 ) $ 868.9 The unrealized losses on our investments in corporate debt securities were caused by increases in interest yields in the global credit markets. We believe the unrealized losses associated with these securities as of September 30, 2015 are temporary because we do not intend to sell these investments, and we do not believe we will be required to sell them before recovery of their amortized cost basis. The amortized cost and fair value of our available-for-sale fixed-maturity securities by contractual maturity are as follows (in millions): September 30, 2015 Amortized Fair Value Due in one year or less $ 343.2 $ 343.3 Due after one year through two years 123.2 123.2 Total $ 466.4 $ 466.5 |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | 8. Other Current Liabilities September 30, December 31, (in millions) Other current liabilities: Salaries, wages and benefits $ 276.3 $ 167.7 License and service agreements 167.0 100.2 Accrued interest 113.8 4.0 Forward starting interest rate swaps — 59.3 Litigation settlement accrual (Note 17) — 70.0 Accrued liabilities 572.5 397.3 Total other current liabilities $ 1,129.6 $ 798.5 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt Our debt consisted of the following (in millions): September 30, December 31, Current portion of long-term debt U.S. Term Loan $ 225.0 $ — Long-term debt 1.450% Senior Notes due 2017 $ 500.0 $ — 2.000% Senior Notes due 2018 1,150.0 — 4.625% Senior Notes due 2019 500.0 500.0 2.700% Senior Notes due 2020 1,500.0 — 3.375% Senior Notes due 2021 300.0 300.0 3.150% Senior Notes due 2022 750.0 — 3.550% Senior Notes due 2025 2,000.0 — 4.250% Senior Notes due 2035 500.0 — 5.750% Senior Notes due 2039 500.0 500.0 4.450% Senior Notes due 2045 1,250.0 — U.S. Term Loan 2,625.0 — Japan Term Loan 97.6 98.0 Other long-term debt 5.3 4.9 Debt discount (22.3 ) (1.4 ) Adjustment related to interest rate swaps 34.0 24.0 Total long-term debt $ 11,689.6 $ 1,425.5 At September 30, 2015, our total debt consisted of $8.95 billion aggregate principal amount of our senior notes, a $2.85 billion U.S. term loan (“U.S. Term Loan”), an 11.7 billion Japanese Yen term loan agreement (“Japan Term Loan”) that will mature on May 31, 2018, and other debt totaling $17.0 million. The U.S. term loan is part of our $4.35 billion senior credit facility (the “Senior Credit Facility”) that contains: (i) a 5-year unsecured term loan facility in the principal amount of $3.0 billion (the “U.S. Term Loan Facility”), and (ii) a 5-year unsecured multicurrency revolving facility in the principal amount of $1.35 billion (the “Multicurrency Revolving Facility”). The Senior Credit Facility contains customary affirmative and negative covenants and events of default for an unsecured financing arrangement, including, among other things, limitations on consolidations, mergers and sales of assets. Financial covenants include a consolidated indebtedness to consolidated EBITDA ratio of no greater than 5.0 to 1.0 through June 24, 2016 and no greater than 4.5 to 1.0 thereafter. If our credit rating falls below investment grade, additional restrictions would result, including restrictions on investments and payment of dividends. We were in compliance with all covenants under the Senior Credit Facility as of September 30, 2015. On June 24, 2015, we borrowed $3.0 billion under the U.S. Term Loan Facility to fund a portion of the Biomet merger. Under the terms of the U.S. Term Loan Facility, starting September 30, 2015, principal payments are due as follows: $75.0 million on a quarterly basis during the first three years, $112.5 million on a quarterly basis during the fourth year, and $412.5 million on a quarterly basis during the fifth year. In the three month period ended September 30, 2015, we paid $150.0 million in principal under the U.S. Term Loan Facility, resulting in $2.85 billion in outstanding borrowings as of September 30, 2015. Borrowings under the Multicurrency Revolving Facility may be used for general corporate purposes. There were no borrowings outstanding under the Multicurrency Revolving Facility as of September 30, 2015. Of the total $8.95 billion aggregate principal amount of senior notes outstanding at September 30, 2015, we issued $7.65 billion of this amount in March 2015 (the “Merger Notes”), the proceeds of which were used to finance a portion of the cash consideration payable in the Biomet merger, pay merger related fees and expenses and pay a portion of Biomet’s funded debt. The Merger Notes consist of the following seven tranches: the 1.450% Senior Notes due 2017, the 2.000% Senior Notes due 2018, the 2.700% Senior Notes due 2020, the 3.150% Senior Notes due 2022, the 3.550% Senior Notes due 2025, the 4.250% Senior Notes due 2035 and the 4.450% Senior Notes due 2045. We may, at our option, redeem our senior notes, in whole or in part, at any time upon payment of the principal, any applicable make-whole premium, and accrued and unpaid interest to the date of redemption. In addition, the Merger Notes and the 3.375% Senior Notes due 2021 may be redeemed at our option without any make-whole premium at specified dates ranging from one month to six months in advance of the scheduled maturity date. Between the Closing Date and June 30, 2015, we repaid the Biomet senior notes we assumed in the merger. The fair value of the principal amount plus interest was $2,798.6 million. These senior notes required us to pay a call premium in excess of the fair value of the notes when they were repaid. As a result, we recognized $22.0 million in non-operating other expense related to this call premium. The estimated fair value of our senior notes as of September 30, 2015, based on quoted prices for the specific securities from transactions in over-the-counter markets (Level 2), was $8,893.5 million. The estimated fair value of the Japan Term Loan as of September 30, 2015, based upon publicly available market yield curves and the terms of the debt (Level 2), was $97.2 million. The carrying value of the U.S. Term Loan approximates fair value as it bears interest at short-term variable market rates. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | 10. Accumulated Other Comprehensive Income Other comprehensive income (“OCI”) refers to certain gains and losses that under GAAP are included in comprehensive income but are excluded from net earnings as these amounts are initially recorded as an adjustment to stockholders’ equity. Amounts in OCI may be reclassified to net earnings upon the occurrence of certain events. Our OCI is comprised of foreign currency translation adjustments, unrealized gains and losses on cash flow hedges, unrealized gains and losses on available-for-sale securities, and amortization of prior service costs and unrecognized gains and losses in actuarial assumptions on our defined benefit plans. Foreign currency translation adjustments are reclassified to net earnings upon sale or upon a complete or substantially complete liquidation of an investment in a foreign entity. Unrealized gains and losses on cash flow hedges are reclassified to net earnings when the hedged item affects net earnings. Unrealized gains and losses on available-for-sale securities are reclassified to net earnings if we sell the security before maturity or if the unrealized loss is considered to be other-than-temporary. Amounts related to defined benefit plans that are in OCI are reclassified over the service periods of employees in the plan. The reclassification amounts are allocated to all employees in the plans and, therefore, the reclassified amounts may become part of inventory to the extent they are considered direct labor costs. See Note 14 for more information on our defined benefit plans. The following table shows the changes in the components of OCI, net of tax (in millions): Foreign Cash Unrealized Defined Balance December 31, 2014 $ 111.8 $ 70.1 $ (0.4 ) $ (143.4 ) OCI before reclassifications (276.6 ) 43.4 0.5 4.7 Reclassifications — (69.7 ) — 6.5 Balance September 30, 2015 $ (164.8 ) $ 43.8 $ 0.1 $ (132.2 ) The following table shows the reclassification adjustments from OCI (in millions): Component of OCI Amount of Gain / (Loss) Reclassified from OCI Location on Three Months Ended Nine Months Ended 2015 2014 2015 2014 Cash flow hedges Foreign exchange forward contracts $ 30.5 $ 8.7 $ 91.7 $ 20.4 Cost of products sold Foreign exchange options — (0.1 ) — (0.3 ) Cost of products sold Forward starting interest rate swaps (0.4 ) — (0.9 ) — Interest expense 30.1 8.6 90.8 20.1 Total before tax 7.1 3.6 21.1 10.4 Provision for income taxes $ 23.0 $ 5.0 $ 69.7 $ 9.7 Net of tax Investments Realized gains on securities $ — $ — $ — $ 0.4 Interest income — — — — Provision for income taxes $ — $ — $ — $ 0.4 Net of tax Defined benefit plans Prior service cost $ 1.1 $ 1.0 $ 3.4 $ 2.9 * Unrecognized actuarial (loss) (5.0 ) (2.9 ) (13.5 ) (8.6 ) * (3.9 ) (1.9 ) (10.1 ) (5.7 ) Total before tax (2.8 ) 0.2 (3.6 ) (1.9 ) Provision for income taxes $ (1.1 ) $ (2.1 ) $ (6.5 ) $ (3.8 ) Net of tax Total reclassifications $ 21.9 $ 2.9 $ 63.2 $ 6.3 Net of tax * These OCI components are included in the computation of net periodic pension expense (see Note 14). The following table shows the tax effects on each component of OCI recognized in our condensed consolidated statements of comprehensive income (in millions): Three Months Ended Nine Months Ended September 30, 2015 Before Tax Tax Net of Tax Before Tax Tax Net of Tax Foreign currency cumulative translation adjustments $ (137.0 ) $ — $ (137.0 ) $ (276.6 ) $ — $ (276.6 ) Unrealized cash flow hedge gains/(losses) 7.3 3.2 4.1 48.0 4.6 43.4 Reclassification adjustments on foreign currency hedges (30.1 ) (7.1 ) (23.0 ) (90.8 ) (21.1 ) (69.7 ) Unrealized gains/(losses) on securities — — — 0.5 — 0.5 Adjustments to prior service cost and unrecognized actuarial assumptions 9.3 3.5 5.8 15.5 4.3 11.2 Total Other Comprehensive Gain/(Loss) $ (150.5 ) $ (0.4 ) $ (150.1 ) $ (303.4 ) $ (12.2 ) $ (291.2 ) Three Months Ended September 30, 2014 Nine Months Ended September 30, 2014 Before Tax Tax Net of Tax Before Tax Tax Net of Tax Foreign currency cumulative translation adjustments $ (132.4 ) $ — $ (132.4 ) $ (128.8 ) $ — $ (128.8 ) Unrealized cash flow hedge gains/(losses) 62.8 12.9 49.9 47.3 8.8 38.5 Reclassification adjustments on foreign currency hedges (8.6 ) (3.6 ) (5.0 ) (20.1 ) (10.4 ) (9.7 ) Unrealized gains/(losses) on securities — — — 0.2 — 0.2 Reclassification adjustments on securities — — — (0.4 ) — (0.4 ) Adjustments to prior service cost and unrecognized actuarial assumptions 1.9 (0.2 ) 2.1 5.7 — 3.8 Total Other Comprehensive Gain/(Loss) $ (76.3 ) $ 9.1 $ (85.4 ) $ (96.1 ) $ 0.3 $ (96.4 ) |
Fair Value Measurement of Asset
Fair Value Measurement of Assets and Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement of Assets and Liabilities | 11 Fair Value Measurement of Assets and Liabilities The following assets and liabilities are recorded at fair value on a recurring basis (in millions): As of September 30, 2015 Recorded Fair Value Measurements at Reporting Date Using: Description Quoted Prices in (Level 1) Significant Other Significant Assets Available-for-sale securities Corporate debt securities $ 372.2 $ — $ 372.2 $ — U.S. government and agency debt securities 66.9 — 66.9 — Commercial paper 11.5 — 11.5 — Certificates of deposit 15.9 — 15.9 — Total available-for-sale securities 466.5 — 466.5 — Derivatives, current and long-term Foreign currency forward contracts and options 114.7 — 114.7 — Interest rate swaps 34.0 — 34.0 — $ 615.2 $ — $ 615.2 $ — Liabilities Derivatives, current and long-term Foreign currency forward contracts and options $ 1.8 $ — $ 1.8 $ — As of December 31, 2014 Recorded Fair Value Measurements at Reporting Date Using: Description Quoted Prices in (Level 1) Significant Other Significant (Level 3) Assets Available-for-sale securities Corporate debt securities $ 516.5 $ — $ 516.5 $ — U.S. government and agency debt securities 194.3 — 194.3 — Commercial paper 57.8 — 57.8 — Certificates of deposit 100.3 — 100.3 — Total available-for-sale securities 868.9 — 868.9 — Derivatives, current and long-term Foreign currency forward contracts and options 125.5 — 125.5 — Interest rate swaps 24.0 — 24.0 — $ 1,018.4 $ — $ 1,018.4 $ — Liabilities Derivatives, current and long-term Foreign currency forward contracts and options $ 1.7 $ — $ 1.7 $ — Forward starting interest rate swaps 59.3 — 59.3 — $ 61.0 $ — $ 61.0 $ — We value our available-for-sale securities using a market approach based on broker prices for identical assets in over-the-counter markets and we perform ongoing assessments of counterparty credit risk. We value our foreign currency forward contracts and foreign currency options using a market approach based on foreign currency exchange rates obtained from active markets and we perform ongoing assessments of counterparty credit risk. We value our interest rate swaps using a market approach based on publicly available market yield curves and the terms of our swaps and we perform ongoing assessments of counterparty credit risk. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | 12. Derivative Instruments and Hedging Activities We are exposed to certain market risks relating to our ongoing business operations, including foreign currency exchange rate risk, commodity price risk, interest rate risk and credit risk. We manage our exposure to these and other market risks through regular operating and financing activities. Currently, the only risks that we manage through the use of derivative instruments are interest rate risk and foreign currency exchange rate risk. Interest Rate Risk Derivatives Designated as Fair Value Hedges We use interest rate derivative instruments to manage our exposure to interest rate movements by converting fixed-rate debt into variable-rate debt. Under these agreements, we agree to exchange, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount. The objective of the instruments is to more closely align interest expense with interest income received on cash and cash equivalents. These derivative instruments are designated as fair value hedges under GAAP. Changes in the fair value of the derivative instrument are recorded in current earnings and are offset by gains or losses on the underlying debt instrument. We have multiple fixed-to-variable interest rate swap agreements that we have designated as fair value hedges of the fixed interest rate obligations on our 4.625% Senior Notes due 2019 and 3.375% Senior Notes due 2021. The total notional amounts are $250 million and $300 million for the 4.625% Senior Notes due 2019 and 3.375% Senior Notes due 2021, respectively. On the interest rate swap agreements for the 4.625% Senior Notes due 2019, we receive a fixed interest rate of 4.625 percent and pay variable interest equal to the three-month LIBOR plus an average of 133 basis points. On the interest rate swap agreements for the 3.375% Senior Notes due 2021, we receive a fixed interest rate of 3.375 percent and pay variable interest equal to the three-month LIBOR plus an average of 99 basis points. Derivatives Designated as Cash Flow Hedges In 2014, we entered into forward starting interest rate swaps that were designated as cash flow hedges of the thirty year tranche of senior notes we expected to issue in 2015. The forward starting interest rate swaps mitigated the risk of changes in interest rates prior to the completion of the Merger Notes offering. The total notional amounts of the forward starting interest rate swaps were $1 billion and settled in March 2015 at a loss of $97.6 million. The loss will be recognized using the effective interest rate method over the maturity period of the 4.450% Senior Notes due 2045. Foreign Currency Exchange Rate Risk We operate on a global basis and are exposed to the risk that our financial condition, results of operations and cash flows could be adversely affected by changes in foreign currency exchange rates. To reduce the potential effects of foreign currency exchange rate movements on net earnings, we enter into derivative financial instruments in the form of foreign currency exchange forward contracts and options with major financial institutions. We are primarily exposed to foreign currency exchange rate risk with respect to transactions and net assets denominated in Euros, Swiss Francs, Japanese Yen, British Pounds, Canadian Dollars, Australian Dollars, Korean Won, Swedish Krona, Czech Koruna, Thai Baht, Taiwan Dollars, South African Rand, Russian Rubles and Indian Rupees. We do not use derivative financial instruments for trading or speculative purposes. Derivatives Designated as Cash Flow Hedges Our revenues are generated in various currencies throughout the world. However, a significant amount of our inventory is produced in U.S. Dollars. Therefore, movements in foreign currency exchange rates may have different proportional effects on our revenues compared to our cost of products sold. To minimize the effects of foreign currency exchange rate movements on cash flows, we hedge intercompany sales of inventory expected to occur within the next 30 months with foreign currency exchange forward contracts and options. We designate these derivative instruments as cash flow hedges. We perform quarterly assessments of hedge effectiveness by verifying and documenting the critical terms of the hedge instrument and that forecasted transactions have not changed significantly. We also assess on a quarterly basis whether there have been adverse developments regarding the risk of a counterparty default. For derivatives which qualify as hedges of future cash flows, the effective portion of changes in fair value is temporarily recorded in other comprehensive income and then recognized in cost of products sold when the hedged item affects net earnings. The ineffective portion of a derivative’s change in fair value, if any, is immediately reported in cost of products sold. On our condensed consolidated statement of cash flows, the settlements of these cash flow hedges are recognized in operating cash flows. For foreign currency exchange forward contracts and options outstanding at September 30, 2015, we had obligations to purchase U.S. Dollars and sell Euros, Japanese Yen, British Pounds, Canadian Dollars, Australian Dollars, Korean Won, Swedish Krona, Czech Koruna, Thai Baht, Taiwan Dollars, South African Rand, Russian Rubles and Indian Rupees and obligations to purchase Swiss Francs and sell U.S. Dollars. These derivatives mature at dates ranging from October 2015 through March 2018. As of September 30, 2015, the notional amounts of outstanding forward contracts and options entered into with third parties to purchase U.S. Dollars were $1,415.5 million. As of September 30, 2015, the notional amounts of outstanding forward contracts and options entered into with third parties to purchase Swiss Francs were $312.1 million. Derivatives Not Designated as Hedging Instruments We enter into foreign currency forward exchange contracts with terms of one month to manage currency exposures for monetary assets and liabilities denominated in a currency other than an entity’s functional currency. As a result, any foreign currency re-measurement gains/losses recognized in earnings are generally offset with gains/losses on the foreign currency forward exchange contracts in the same reporting period. Starting in 2015, the net amount of these offsetting gains/losses is recorded in other expense. In 2014 and prior periods, the net amount was recorded in cost of products sold and was not material. The 2014 presentation has been reclassified to conform to the 2015 presentation. These contracts are settled on the last day of each reporting period. Therefore, there is no outstanding balance related to these contracts recorded on the balance sheet as of the end of the reporting period. The notional amounts of these contracts are typically in a range of $1.2 billion to $1.7 billion per quarter. Income Statement Presentation Derivatives Designated as Fair Value Hedges Derivative instruments designated as fair value hedges had the following effects on our condensed consolidated statements of earnings (in millions): Derivative Location on Statement of Earnings Gain (Loss) on Instrument Gain (Loss) on Hedged Item Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended 2015 2014 2015 2014 2015 2014 2015 2014 Interest rate swaps Interest expense $ 10.8 $ (4.9 ) $ 10.0 $ 7.0 $ (10.8 ) $ 4.9 $ (10.0 ) $ (7.0 ) We had no ineffective fair value hedging instruments during the three or nine month periods ended September 30, 2015 and 2014. Derivatives Designated as Cash Flow Hedges Derivative instruments designated as cash flow hedges had the following effects, before taxes, on OCI and net earnings on our condensed consolidated statements of earnings, condensed consolidated statements of comprehensive income and condensed consolidated balance sheets (in millions): Derivative Instrument Amount of Gain / (Loss) Recognized in OCI Location on Statement of Earnings Amount of Gain / (Loss) Reclassified from OCI Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended 2015 2014 2015 2014 2015 2014 2015 2014 Foreign exchange forward contracts $ 7.3 $ 62.6 $ 86.3 $ 47.3 Cost of products sold $ 30.5 $ 8.7 $ 91.7 $ 20.4 Foreign exchange options — 0.2 — — Cost of products sold — (0.1 ) — (0.3 ) Forward starting interest rate swaps — — (38.3 ) — Interest expense (0.4 ) — (0.9 ) — $ 7.3 $ 62.8 $ 48.0 $ 47.3 $ 30.1 $ 8.6 $ 90.8 $ 20.1 The net amounts recognized in earnings during the three and nine month periods ended September 30, 2015 and 2014 due to ineffectiveness and amounts excluded from the assessment of hedge effectiveness were not significant. The fair value of outstanding derivative instruments designated as cash flow hedges and recorded on the balance sheet at September 30, 2015, together with settled derivatives where the hedged item has not yet affected earnings, was a net unrealized gain of $45.1 million, or $43.8 million after taxes, which is deferred in OCI. Of the net unrealized gain, $105.4 million, or $79.9 million after taxes, is expected to be reclassified to earnings over the next twelve months. The disproportionate amount of net unrealized gain deferred in OCI and the expected reclassification over the next twelve months is due to the significant loss from the forward starting interest rate swaps deferred in OCI which will be reclassified to earnings over the maturity period of the 4.450% Senior Notes due 2045. Derivatives Not Designated as Hedging Instruments The following gains from these derivative instruments were recognized on our condensed consolidated statements of earnings (in millions): Derivative Instrument Location on Statement of Earnings Three Months Ended Nine Months Ended 2015 2014 2015 2014 Foreign exchange forward contracts Other income (expense), net $ 8.4 $ 9.7 $ 22.0 $ 5.4 This impact does not include any offsetting gains/losses recognized in earnings as a result of foreign currency re-measurement of monetary assets and liabilities denominated in a currency other than an entity’s functional currency. Balance Sheet Presentation As of September 30, 2015 and December 31, 2014, all derivative instruments designated as fair value hedges and cash flow hedges were recorded at fair value on the balance sheet. On our condensed consolidated balance sheets, we recognize individual forward contracts and options with the same counterparty on a net asset/liability basis if we have a master netting agreement with the counterparty. Under these master netting agreements, we are able to settle derivative instrument assets and liabilities with the same counterparty in a single transaction, instead of settling each derivative instrument separately. We have master netting agreements with all of our counterparties. The fair value of derivative instruments on a gross basis is as follows (in millions): September 30, 2015 December 31, 2014 Balance Sheet Location Fair Balance Sheet Location Fair Asset Derivatives Foreign exchange forward contracts Other current assets $ 109.6 Other current assets $ 98.7 Foreign exchange forward contracts Other assets 29.3 Other assets 53.1 Interest rate swaps Other assets 34.0 Other assets 24.0 Total asset derivatives $ 172.9 $ 175.8 Liability Derivatives Foreign exchange forward contracts Other current liabilities $ 15.6 Other current liabilities $ 16.4 Forward starting interest rate swaps Other current liabilities — Other current liabilities 59.3 Foreign exchange forward contracts Other long-term liabilities 10.4 Other long-term liabilities 11.6 Total liability derivatives $ 26.0 $ 87.3 The table below presents the effects of our master netting agreements on our condensed consolidated balance sheets (in millions): Location As of September 30, 2015 As of December 31, 2014 Description Gross Offset Net Amount Gross Offset Net Amount Asset Derivatives Cash flow hedges Other current assets $ 109.6 14.8 $ 94.8 $ 98.7 $ 15.9 $ 82.8 Cash flow hedges Other assets 29.3 9.4 19.9 53.1 10.4 42.7 Liability Derivatives Cash flow hedges Other current liabilities 15.6 14.8 0.8 16.4 15.9 0.5 Cash flow hedges Other long-term liabilities 10.4 9.4 1.0 11.6 10.4 1.2 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes We operate on a global basis and are subject to numerous and complex tax laws and regulations. Our income tax filings are regularly under audit in multiple federal, state and foreign jurisdictions. Income tax audits may require an extended period of time to reach resolution and may result in significant income tax adjustments when interpretation of tax laws or allocation of company profits is disputed. The net amount of tax liability for unrecognized tax benefits may change within the next twelve months due to changes in audit status, expiration of statutes of limitations, settlements of tax assessments and other events which could impact our determination of unrecognized tax benefits. Currently, we cannot reasonably estimate the amount by which our unrecognized tax benefits will change. During the second quarter of 2014, the Internal Revenue Service (“IRS”) began the audit of our U.S. federal returns for the years 2010 through 2012. During the second quarter of 2011, the IRS concluded its examination of our U.S. federal returns for years 2005 through 2007, and during the fourth quarter of 2013, the IRS concluded its examination of our U.S. federal returns for years 2008 through 2009. For years 2006 through 2009, the IRS has proposed adjustments reallocating profits between certain of our U.S. and foreign subsidiaries. During the second quarter of 2014, the IRS issued a corrected Revenue Agent Report for years 2008 through 2009, assessing a penalty with respect to a 2008 uncertain tax position. We have disputed these proposed adjustments and continue to pursue resolution with the IRS. During the second quarter of 2014, the IRS issued a statutory notice of deficiency for the years 2005 through 2007. We are contesting this deficiency notice and we filed a petition with the U.S. Tax Court during the third quarter of 2014. Although the ultimate timing for resolution of the disputed tax issues is uncertain, we may resolve certain tax matters with the IRS within the next twelve months and pay amounts for other unresolved tax matters in order to limit the potential impact of IRS interest charges. Final resolution of these matters could have a material impact on our income tax expense, results of operations and cash flows for future periods. In the three and nine month periods ended September 30, 2015, our effective tax rate was 30.2 percent and 2.7 percent, respectively. Our effective tax rate was lower than the U.S. statutory income tax rate of 35.0 percent primarily due to income earned in foreign locations with lower tax rates as well as the majority of “Special items” expense has been incurred in higher tax jurisdictions. |
Retirement Benefit Plans
Retirement Benefit Plans | 9 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement Benefit Plans | 14. Retirement Benefit Plans We have defined benefit pension plans covering certain U.S. and Puerto Rico employees. The employees who are not participating in the defined benefit plans receive additional benefits under our defined contribution plans. Plan benefits are primarily based on years of credited service and the participant’s compensation. In addition to the U.S. and Puerto Rico defined benefit pension plans, we sponsor various foreign pension arrangements, including retirement and termination benefit plans required by local law or coordinated with government sponsored plans. The components of net periodic pension expense for our U.S. and foreign defined benefit pension plans are as follows (in millions): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Service cost $ 7.6 $ 6.3 $ 22.8 $ 19.0 Interest cost 7.2 6.1 18.3 18.4 Expected return on plan assets (12.3 ) (10.1 ) (34.1 ) (30.4 ) Amortization of prior service cost (1.1 ) (1.0 ) (3.4 ) (2.9 ) Amortization of unrecognized actuarial loss 5.0 2.9 13.5 8.6 Net periodic pension expense $ 6.4 $ 4.2 $ 17.1 $ 12.7 We expect that we will have minimal legally required funding obligations in 2015 for our U.S. and Puerto Rico defined benefit pension plans, and therefore we have not made, nor do we voluntarily expect to make, any material contributions to these plans during 2015. We contributed $11.4 million to our foreign-based defined benefit pension plans in the nine month period ended September 30, 2015, and we expect to contribute $3.6 million to these foreign-based plans during the remainder of 2015. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 15. Earnings Per Share The following is a reconciliation of weighted average shares for the basic and diluted shares computations (in millions): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Weighted average shares outstanding for basic net earnings per share 203.5 169.0 182.1 168.8 Effect of dilutive stock options and other equity awards 2.2 2.7 2.6 2.7 Weighted average shares outstanding for diluted net earnings per share 205.7 171.7 184.7 171.5 During the three and nine month periods ended September 30, 2015, an average of 2.2 million options and 0.7 million options, respectively, to purchase shares of common stock were not included in the computation of diluted earnings per share because the exercise prices of these options were greater than the average market price of our common stock. During the three and nine month periods ended September 30, 2014, all outstanding options to purchase shares of common stock were included in the computation of diluted earnings per share because the exercise prices of all options were less than the average market price of our common stock. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | 16. Segment Information We design, develop, manufacture and market orthopaedic reconstructive products; sports medicine, biologics, extremities and trauma products; spine, bone healing, craniomaxillofacial (“CMF”) and thoracic products, dental implants; and related surgical products. We also provide other healthcare-related services. We manage operations through three major geographic segments—the Americas, which is comprised principally of the U.S. and includes other North, Central and South American markets; EMEA, which is comprised principally of Europe and includes the Middle East and African markets; and Asia Pacific, which is comprised primarily of Japan and includes other Asian and Pacific markets. This structure is the basis for our reportable segment information discussed below. Management evaluates reportable segment performance based upon segment operating profit exclusive of operating expenses pertaining to inventory step-up and certain other inventory and manufacturing related charges, “Certain claims,” goodwill impairment, intangible asset amortization, “Special items,” and global operations and corporate functions. Global operations and corporate functions include research, development engineering, medical education, brand management, corporate legal, finance and human resource functions, U.S., Puerto Rico and Ireland-based manufacturing operations and logistics and share-based payment expense. Intercompany transactions have been eliminated from segment operating profit. Net sales and segment operating profit are as follows (in millions): Net Sales Operating Profit Three Months Ended Three Months Ended 2015 2014 2015 2014 Americas $ 1,133.5 $ 637.9 $ 549.7 $ 316.8 EMEA 375.2 270.7 105.1 82.7 Asia Pacific 253.5 197.4 121.6 90.8 Total $ 1,762.2 $ 1,106.0 Inventory step-up and other inventory and manufacturing related charges (132.6 ) (7.7 ) Intangible asset amortization (122.6 ) (20.6 ) Certain claims — 0.3 Special items (195.9 ) (65.9 ) Global operations and corporate functions (209.3 ) (141.2 ) Operating profit $ 116.0 $ 255.2 Net Sales Operating Profit Nine Months Ended Nine Months Ended 2015 2014 2015 2014 Americas $ 2,458.2 $ 1,916.3 $ 1,217.6 $ 947.4 EMEA 964.2 932.3 321.4 302.5 Asia Pacific 641.8 601.8 317.4 286.6 Total $ 4,064.2 $ 3,450.4 Inventory step-up and other inventory and manufacturing related charges (151.2 ) (32.9 ) Intangible asset amortization (176.0 ) (72.0 ) Certain claims (7.7 ) (21.5 ) Special items (751.9 ) (164.3 ) Global operations and corporate functions (515.8 ) (434.8 ) Operating profit $ 253.8 $ 811.0 Due to the change in our interim quarter-end closing convention for the majority of our international subsidiaries, net sales for our EMEA and Asia Pacific reportable segments in the three and nine month periods ended September 30, 2015 include sales through September 30, 2015, whereas in the three and nine month periods ended September 30, 2014, net sales for those operating segments included sales through September 25, 2014. We have not restated the presentation of the 2014 financial statements to conform to this change of closing convention because the impact of the change is not material to our consolidated results of operations or to the comparisons between the 2015 and 2014 periods. Net sales by product category are as follows (in millions): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Knees $ 632.0 $ 443.3 $ 1,564.8 $ 1,398.9 Hips 434.5 315.6 1,066.8 988.3 S.E.T 371.0 208.6 811.1 634.1 Dental 103.4 53.9 220.2 176.0 Spine & CMF 147.7 51.0 256.1 151.5 Other 73.6 33.6 145.2 101.6 Total $ 1,762.2 $ 1,106.0 $ 4,064.2 $ 3,450.4 “S.E.T” refers to our Surgical, Sports Medicine, Foot and Ankle, Extremities and Trauma product category. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. Commitments and Contingencies On a quarterly and annual basis, we review relevant information with respect to loss contingencies and update our accruals, disclosures and estimates of reasonably possible losses or ranges of loss based on such reviews. We establish liabilities for loss contingencies when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. For matters where a loss is believed to be reasonably possible, but not probable, no accrual has been made. Litigation Durom ® Durom Durom Durom In Re: Zimmer Durom Hip Cup Products Liability Litigation Santas, et al. v. Zimmer, Inc., et al. McAllister, et al. v. Zimmer, Inc., et al. Santas McAllister Since 2008, we have recognized expense of $479.4 million for Durom Durom We maintain insurance for product liability claims, subject to self-insurance retention requirements. As of September 30, 2015, we have exhausted our self-insured retention under our insurance program and have a claim for insurance proceeds for ultimate losses which exceed the self-insured retention amount, subject to a 20 percent co-payment requirement and a cap. We believe our contracts with the insurance carriers are enforceable for these claims and, therefore, it is probable that we will recover some amount from our insurance carriers. We have received a portion of the insurance proceeds we estimate we will recover. We have a $95.3 million receivable in “Other assets” remaining on our condensed consolidated balance sheet as of September 30, 2015 for estimated insurance recoveries for Durom Our estimate as of September 30, 2015 of the remaining liability for all Durom Durom Our understanding of clinical outcomes with the Durom Durom Durom Margo and Daniel Polett v. Zimmer, Inc. et al. NexGen ® NexGen In Re: Zimmer NexGen Knee Implant Products Liability Litigation Biomet metal-on-metal hip implant claims (In Re: Biomet M2a Magnum Hip Implant Product Liability Litigation) On February 3, 2014, Biomet announced the settlement of the MDL. Lawsuits filed in the MDL by April 15, 2014 may participate in the settlement. Biomet continues to evaluate the inventory of lawsuits in the MDL pursuant to the categories and procedures set forth in the settlement agreement. The final amount of payments under the settlement is uncertain. The settlement does not affect certain other claims relating to Biomet’s metal-on-metal hip products that are pending in various state and foreign courts, or other claims that may be filed in the future. Our estimate as of September 30, 2015 of the remaining liability for all Biomet metal-on-metal hip implant claims is $39.3 million, which is classified as short-term in “Other current liabilities” on our condensed consolidated balance sheet. Biomet has exhausted the self-insured retention in its insurance program and has been reimbursed for claims related to its metal-on-metal products up to its policy limits in the program. Zimmer Biomet will be responsible for any amounts by which the ultimate losses exceed the amount of Biomet’s third-party insurance coverage. As of September 30, 2015, Biomet had received all of the insurance proceeds it expects to recover under the excess policies. Heraeus trade secret misappropriation lawsuits Following an appeal by Heraeus, on June 5, 2014, the German appeals court (i) enjoined Biomet, Inc., Biomet Europe BV and Biomet Deutschland GmbH from manufacturing, selling or offering the European Cements to the extent they contain certain raw materials in particular specifications; (ii) held the defendants jointly and severally liable to Heraeus for any damages from the sale of European Cements since 2005; and (iii) ruled that no further review may be sought. Damages have not been determined. The judgment is not final and the defendants are seeking review (including review of the appeals court ruling that no further review may be sought) from Germany’s Supreme Court. No prediction can be made as to the likelihood of review being granted by Germany’s Supreme Court. As a result, Biomet Europe BV and Biomet Deutschland GmbH are enjoined from the manufacture, marketing, sale and offering of European Cements in Germany. While Heraeus has indicated that it intends to take the position that the judgment would prohibit the manufacture, marketing, sale and offering of European Cements outside of Germany as well and is attempting to enforce the judgment in a limited number of other European jurisdictions, Biomet, Inc., Biomet Europe BV and Biomet Deutschland GmbH are vigorously contesting any enforcement of the judgment beyond Germany. Biomet, Inc., Biomet Europe BV and Biomet Deutschland GmbH thus filed a declaratory action in Germany on August 3, 2014 to have the court determine the reach of the appeals court decision. On September 8, 2014, Heraeus filed a complaint against a Biomet supplier, Esschem, Inc. (“Esschem”), in the United States District Court for the Eastern District of Pennsylvania. The lawsuit contains allegations that focus on two copolymer compounds that Esschem sells to Biomet, which Biomet incorporates into certain bone cement products that compete with Heraeus’ bone cement products. The complaint alleges that Biomet helped Esschem to develop these copolymers, using Heraeus trade secrets that Biomet allegedly misappropriated. The complaint asserts a claim under the Pennsylvania Trade Secrets Act, as well as other various common law tort claims, all based upon the same trade secret misappropriation theory. Heraeus is seeking to enjoin Esschem from supplying the copolymers to any third party and actual damages in an unspecified amount. The complaint also seeks punitive damages, costs and attorneys’ fees. If Esschem is enjoined, Biomet may not be able to obtain the copolymers from another supplier and as a result may not be able to continue to manufacture the subject bone cement products. Although Heraeus has not named Biomet as a party to this lawsuit, Biomet has agreed, at Esschem’s request and subject to certain limitations, to indemnify Esschem for any liability, damages and legal costs related to this matter. On November 3, 2014, the court entered an order denying Heraeus’ motion for a temporary restraining order. Heraeus continues to initiate other related legal proceedings in Europe seeking various forms of relief, including injunctive relief and damages, against Biomet-related entities relating to the European Cements. No assurance can be made as to the time or resources that will be needed to devote to this litigation or its final outcome. Stryker patent infringement lawsuit Pulsavac Regulatory Matters, Government Investigations and Other Matters FDA warning letters Trilogy ® Biomet DPA and Consent In October 2013, Biomet became aware of certain alleged improprieties regarding its operations in Brazil and Mexico, including alleged improprieties that predated the entry of the DPA. Biomet retained counsel and other experts to investigate both matters. Based on the results of the ongoing investigations, Biomet has terminated, suspended or otherwise disciplined certain of the employees and executives involved in these matters, and has taken certain other remedial measures. Additionally, pursuant to the terms of the DPA, in April 2014 and thereafter, Biomet disclosed these matters to and discussed these matters with the independent compliance monitor and the DOJ and SEC. On July 2, 2014 and July 13, 2015, the SEC issued subpoenas to Biomet requiring that Biomet produce certain documents relating to such matters. These matters remain under investigation by the DOJ. On March 13, 2015, the DOJ informed Biomet that the DPA and the independent compliance monitor’s appointment have been extended for an additional year. On April 2, 2015, at the request of the staff of the SEC, Biomet consented to an amendment to the Final Judgment to extend the term of the compliance monitor’s appointment for one year from the date of entry of the Amended Final Judgment. Pursuant to the DPA, the DOJ has sole discretion to determine whether conduct by Biomet constitutes a violation or breach of the DPA. The DOJ has informed Biomet that it retains its rights under the DPA to bring further action against Biomet relating to the conduct in Brazil and Mexico referenced above or the violations set forth in the DPA. The DOJ could, among other things, revoke the DPA or prosecute Biomet and/or the involved employees and executives. Biomet continues to cooperate with the SEC and DOJ and expects that discussions with the SEC and the DOJ will continue. While we are devoting significant time and resources to these matters, we can give no assurances as to their final outcome. Other Government Investigations and Document Requests In July 2011, Biomet received an administrative subpoena from the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) requesting documents concerning the export of products to Iran. OFAC informed Biomet that the subpoena related to allegations that Biomet may have been involved in unauthorized sales of dental products to Iran. Biomet is fully cooperating in the investigation and submitted its response to the subpoena in October 2011. We may need to devote significant time and resources to this inquiry and can give no assurances as to its final outcome. In February 2010, Biomet received a subpoena from the Office of the Inspector General of the U.S. Department of Health and Human Services requesting various documents relating to agreements or arrangements between physicians and Biomet’s Interpore Cross subsidiary for the period from 1999 through the date of the subpoena and the marketing and sales activities associated with Interpore Cross’ spinal products. We may need to devote significant time and resources to this inquiry and can give no assurances as to its final outcome. |
Significant Accounting Polici24
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Special Items | Special Items Three Months Ended Nine Months Ended 2015 2014 2015 2014 Biomet-related Merger consideration compensation expense $ — $ — $ 164.1 $ — Retention plans — — 73.0 — Consulting and professional fees 28.0 27.2 114.6 40.9 Employee termination benefits 14.2 — 79.1 — Dedicated project personnel 36.8 0.3 45.9 0.3 Relocated facilities 1.6 — 2.5 — Contract terminations 59.2 — 75.1 — Information technology integration 1.1 — 1.1 — Other 5.7 — 7.6 — Other Consulting and professional fees 30.2 21.8 109.5 63.8 Employee termination benefits 1.1 — 1.9 0.9 Dedicated project personnel 6.4 13.9 28.9 35.7 Impairment/loss on disposal of assets — — 2.3 5.9 Certain R&D agreements — — — 4.5 Relocated facilities — — — 0.7 Distributor acquisitions — 0.1 — 0.5 Certain litigation matters — — 20.3 — Contract terminations — 0.3 — 1.5 Information technology integration 1.8 — 1.8 — Contingent consideration adjustments 0.1 (0.2 ) 2.4 0.2 Accelerated software amortization — 1.5 1.5 4.5 Other 9.7 1.0 20.3 4.9 Special items $ 195.9 $ 65.9 $ 751.9 $ 164.3 Pursuant to the Biomet merger agreement, all outstanding LVB stock options and LVB stock-based awards vested immediately prior to the effective time of the merger, and holders of these options and awards received a portion of the aggregate merger consideration. Some of these options and awards were already vested under the terms of LVB’s equity incentive plans. We accounted for the fair value of the consideration we paid in exchange for previously vested options and awards as consideration to complete the merger. As part of the merger agreement terms, all previously unvested options and awards vested immediately prior to the effective time of the merger. Under LVB’s equity incentive plans, unvested options and awards would have otherwise been forfeited. We have concluded that the discretionary accelerated vesting of these unvested options and awards was for the economic benefit of the combined company, and, therefore, we classified the fair value of the merger consideration we paid to holders of such unvested options and awards of $164.1 million as compensation expense. Pursuant to the LVB merger agreement, retention plans were established for certain Biomet employees and third-party sales agents. Retention payments were earned by employees and third-party sales agents who remained with Biomet through the Closing Date. We recognized $73.0 million of expense resulting from these retention plans. After the Closing Date, we started to implement our integration plans to drive operational synergies. Part of these integration plans included termination of employees and certain contracts. Expenses attributable to the initial phase of these integration plans that were recognized in the three and nine month periods ended September 30, 2015 as part of “Special items” related to employee termination benefits and contract termination expense associated with agreements with independent agents, distributors, suppliers and lessors. Our integration plans are expected to last through 2018 and we expect to incur a total of $170 million for employee termination benefits and $130 million for contract termination expense in that time period. The following table summarizes the liabilities related to these integration plans (in millions): Employee Contract Total Balance, Closing Date $ — $ — $ — Additions 79.1 75.1 154.2 Cash payments (28.4 ) (5.9 ) (34.3 ) Foreign currency exchange rate changes (0.1 ) (0.2 ) (0.3 ) Balance, September 30, 2015 $ 50.6 $ 69.0 $ 119.6 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements— Revenue from Contracts with Customers (Topic 606) In April 2015, the FASB issued ASU 2015-03— Simplifying the Presentation of Debt Issuance Costs There are no other recently issued accounting pronouncements that we have not yet adopted that are expected to have a material effect on our financial position, results of operations or cash flows. |
Revision of Prior Period Fina25
Revision of Prior Period Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Prior Period Adjustments | Following is a summary of the financial statement line items impacted by these revisions for the periods presented in this Form 10-Q (in millions, except per share amounts). Revisions to the Condensed Consolidated Statements of Earnings and Comprehensive (Loss) Income Three Months Ended March 31, 2015 Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 As Adjustment As As Adjustment As As Adjustment As Cost of products sold, excluding intangible asset amortization $ 278.7 $ 6.2 $ 284.9 $ 290.5 $ 3.8 $ 294.3 $ 569.2 $ 10.0 $ 579.2 Research and development 48.4 (0.1 ) 48.3 51.4 (0.1 ) 51.3 99.8 (0.2 ) 99.6 Selling, general and administrative 425.0 (0.9 ) 424.1 445.1 (0.9 ) 444.2 870.1 (1.8 ) 868.3 Special items 87.0 (0.2 ) 86.8 469.4 (0.2 ) 469.2 556.4 (0.4 ) 556.0 Operating expenses 859.5 5.0 864.5 1,297.1 2.6 1,299.7 2,156.6 7.6 2,164.2 Other (expense), net (22.6 ) — (22.6 ) (4.0 ) (22.3 ) (26.3 ) (26.6 ) (22.3 ) (48.9 ) Earnings (loss) before income taxes 231.8 (5.0 ) 226.8 (213.7 ) (24.9 ) (238.6 ) 18.1 (29.9 ) (11.8 ) Provision (benefit) for income taxes 55.0 0.7 55.7 (55.5 ) (9.3 ) (64.8 ) (0.5 ) (8.6 ) (9.1 ) Net earnings (loss) 176.8 (5.7 ) 171.1 (158.2 ) (15.6 ) (173.8 ) 18.6 (21.3 ) (2.7 ) Net Earnings (Loss) of Zimmer Biomet Holdings, Inc. 177.1 (5.7 ) 171.4 (158.0 ) (15.6 ) (173.6 ) 19.1 (21.3 ) (2.2 ) Weighted Average Common Shares Outstanding—Diluted 174.2 (2.7 ) 171.5 Earnings (Loss) Per Common Share—Basic $ 1.04 $ (0.03 ) $ 1.01 $ (0.91 ) $ (0.09 ) $ (1.00 ) $ 0.11 $ (0.12 ) $ (0.01 ) Earnings (Loss) Per Common Share—Diluted $ 1.02 $ (0.03 ) $ 0.99 $ (0.91 ) $ (0.09 ) $ (1.00 ) $ 0.11 $ (0.12 ) $ (0.01 ) Foreign currency cumulative translation adjustments $ (152.7 ) $ 2.8 $ (149.9 ) $ 27.8 $ (17.5 ) $ 10.3 $ (124.9 ) $ (14.7 ) $ (139.6 ) Total other comprehensive loss (117.4 ) 2.8 (114.6 ) (9.0 ) (17.5 ) (26.5 ) (126.4 ) (14.7 ) (141.1 ) Comprehensive Income (Loss) 59.4 (2.9 ) 56.5 (167.2 ) (33.1 ) (200.3 ) (107.8 ) (36.0 ) (143.8 ) Comprehensive Income (Loss) attributable to Zimmer Biomet Holdings, Inc. 59.2 (2.9 ) 56.3 (167.0 ) (33.1 ) (200.1 ) (107.8 ) (36.0 ) (143.8 ) Three Months Ended Nine Months Ended September 30, 2014 As Adjustment As As Adjustment As Cost of products sold, excluding intangible asset amortization $ 296.7 $ (0.8 ) $ 295.9 $ 932.0 $ (3.0 ) $ 929.0 Research and development 46.0 (0.1 ) 45.9 141.4 (0.3 ) 141.1 Selling, general and administrative 423.8 (1.0 ) 422.8 1,304.4 7.1 1,311.5 Special items 66.4 (0.5 ) 65.9 165.3 (1.0 ) 164.3 Operating expenses 853.2 (2.4 ) 850.8 2,636.6 2.8 2,639.4 Earnings before income taxes 227.4 2.4 229.8 749.7 (2.8 ) 746.9 Provision for income taxes 62.1 (5.2 ) 56.9 187.2 (5.8 ) 181.4 Net earnings 165.3 7.6 172.9 562.5 3.0 565.5 Net Earnings of Zimmer Biomet Holdings, Inc. 165.5 7.6 173.1 563.5 3.0 566.5 Earnings Per Common Share—Basic $ 0.98 $ 0.04 $ 1.02 $ 3.34 $ 0.02 $ 3.36 Earnings Per Common Share—Diluted $ 0.96 $ 0.05 $ 1.01 $ 3.29 $ 0.01 $ 3.30 Foreign currency cumulative translation adjustments $ (134.6 ) $ 2.2 $ (132.4 ) $ (131.0 ) $ 2.2 $ (128.8 ) Total other comprehensive loss (87.6 ) 2.2 (85.4 ) (98.6 ) 2.2 (96.4 ) Comprehensive Income 77.7 9.8 87.5 463.9 5.2 469.1 Comprehensive Income attributable to Zimmer Biomet Holdings, Inc. 77.8 9.8 87.6 464.8 5.2 470.0 Revisions to the Condensed Consolidated Balance Sheets December 31, 2014 March 31, 2015 June 30, 2015 As Adjustment As As Adjustment As As Adjustment As Inventories $ 1,169.0 $ 24.3 $ 1,193.3 $ 1,217.0 $ 20.0 $ 1,237.0 $ 2,441.4 $ (2.3 ) $ 2,439.1 Total Current Assets 4,289.0 24.3 4,313.3 11,917.2 20.0 11,937.2 6,751.5 (2.3 ) 6,749.2 Property, plant and equipment, net 1,288.8 (3.5 ) 1,285.3 1,300.7 (3.3 ) 1,297.4 1,998.6 (3.0 ) 1,995.6 Goodwill 2,514.2 — 2,514.2 2,417.0 — 2,417.0 7,730.7 (22.3 ) 7,708.4 Other assets 939.2 2.5 941.7 976.9 2.4 979.3 781.7 2.4 784.1 Total Assets 9,634.7 23.3 9,658.0 17,190.1 19.1 17,209.2 27,204.0 (25.2 ) 27,178.8 Accounts payable 167.1 (21.9 ) 145.2 174.9 (23.8 ) 151.1 268.2 (25.7 ) 242.5 Income taxes payable 72.4 7.9 80.3 57.5 8.6 66.1 134.0 7.7 141.7 Total Current Liabilities 1,038.0 (14.0 ) 1,024.0 908.7 (15.2 ) 893.5 2,163.1 (18.0 ) 2,145.1 Long-term income tax payable 181.7 8.2 189.9 181.9 8.2 190.1 358.8 8.2 367.0 Deferred income taxes 45.9 — 45.9 51.9 — 51.9 2,363.2 (8.3 ) 2,354.9 Total Liabilities 3,112.1 (5.8 ) 3,106.3 10,607.1 (7.0 ) 10,600.1 17,078.1 (18.1 ) 17,060.0 Retained earnings 8,285.2 76.9 8,362.1 8,426.8 71.1 8,497.9 8,232.3 55.4 8,287.7 Accumulated other comprehensive income 85.9 (47.8 ) 38.1 (31.5 ) (45.0 ) (76.5 ) (40.5 ) (62.5 ) (103.0 ) Total Zimmer Biomet Holdings, Inc. stockholders’ equity 6,520.8 29.1 6,549.9 6,581.0 26.1 6,607.1 10,124.1 (7.1 ) 10,117.0 Total Stockholders Equity 6,522.6 29.1 6,551.7 6,583.0 26.1 6,609.1 10,125.9 (7.1 ) 10,118.8 Revisions to the Condensed Consolidated Statements of Cash Flows Three Months Ended March 31, 2015 Six Months Ended June 30, 2015 As Adjustments As As Adjustments As Net earnings $ 176.8 $ (5.7 ) $ 171.1 $ 18.6 $ (21.3 ) $ (2.7 ) (Gain) loss on divestiture of assets — — — (18.9 ) 22.3 3.4 Changes in operating assets and liabilities, net of effect of acquisitions: Income taxes (13.3 ) 0.7 (12.6 ) 30.5 (8.6 ) 21.9 Inventories (62.2 ) 4.3 (57.9 ) (149.9 ) 9.1 (140.8 ) Accounts payable and accrued expenses (149.5 ) (1.9 ) (151.4 ) 95.8 (3.8 ) 92.0 Other assets and liabilities 22.2 2.6 24.8 (87.8 ) 2.3 (85.5 ) Nine Months Ended September 30, 2014 As Reported Adjustments As Revised Net earnings $ 562.5 $ 3.0 $ 565.5 Changes in operating assets and liabilities, net of effect of acquisitions: Income taxes (134.3 ) (5.9 ) (140.2 ) Inventories (134.2 ) 1.5 (132.7 ) Accounts payable and accrued expenses 6.5 (9.4 ) (2.9 ) Other assets and liabilities 92.2 10.8 103.0 |
Significant Accounting Polici26
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Expenses in Special Items | “Special items” included (in millions): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Biomet-related Merger consideration compensation expense $ — $ — $ 164.1 $ — Retention plans — — 73.0 — Consulting and professional fees 28.0 27.2 114.6 40.9 Employee termination benefits 14.2 — 79.1 — Dedicated project personnel 36.8 0.3 45.9 0.3 Relocated facilities 1.6 — 2.5 — Contract terminations 59.2 — 75.1 — Information technology integration 1.1 — 1.1 — Other 5.7 — 7.6 — Other Consulting and professional fees 30.2 21.8 109.5 63.8 Employee termination benefits 1.1 — 1.9 0.9 Dedicated project personnel 6.4 13.9 28.9 35.7 Impairment/loss on disposal of assets — — 2.3 5.9 Certain R&D agreements — — — 4.5 Relocated facilities — — — 0.7 Distributor acquisitions — 0.1 — 0.5 Certain litigation matters — — 20.3 — Contract terminations — 0.3 — 1.5 Information technology integration 1.8 — 1.8 — Contingent consideration adjustments 0.1 (0.2 ) 2.4 0.2 Accelerated software amortization — 1.5 1.5 4.5 Other 9.7 1.0 20.3 4.9 Special items $ 195.9 $ 65.9 $ 751.9 $ 164.3 |
Summary of Liabilities Related to Integration Plans | The following table summarizes the liabilities related to these integration plans (in millions): Employee Contract Total Balance, Closing Date $ — $ — $ — Additions 79.1 75.1 154.2 Cash payments (28.4 ) (5.9 ) (34.3 ) Foreign currency exchange rate changes (0.1 ) (0.2 ) (0.3 ) Balance, September 30, 2015 $ 50.6 $ 69.0 $ 119.6 |
Biomet Merger (Tables)
Biomet Merger (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes our estimate of the preliminary fair values of the assets acquired and liabilities assumed at the Closing Date (in millions): Closing Date Adjustments Closing Date Cash $ 494.8 $ — $ 494.8 Accounts receivable, net 544.7 10.3 555.0 Inventory 1,161.7 6.2 1,167.9 Other current assets 202.3 (35.3 ) 167.0 Property, plant and equipment 699.4 (1.0 ) 698.4 Intangible assets not subject to amortization: — — Trademarks and trade names 515.0 — 515.0 Intangible assets subject to amortization: — — Technology 3,075.3 15.8 3,091.1 Customer relationships 5,829.0 — 5,829.0 Other assets 29.5 (9.4 ) 20.1 Goodwill 5,270.2 (16.3 ) 5,253.9 Total assets acquired 17,821.9 (29.7 ) 17,792.2 Current liabilities 588.9 10.7 599.6 Long-term debt 2,740.0 — 2,740.0 Deferred taxes 2,568.6 (41.1 ) 2,527.5 Other long-term liabilities 58.2 0.7 58.9 Total liabilities assumed 5,955.7 (29.7 ) 5,926.0 Net assets acquired $ 11,866.2 $ — $ 11,866.2 |
Changes in Carrying Amount of Goodwill | The following table summarizes the changes in the carrying amount of our goodwill (in millions): Americas EMEA Asia Pacific Unallocated Total Balance at December 31, 2014 Goodwill $ 1,666.2 $ 1,067.7 $ 153.3 $ — $ 2,887.2 Accumulated impairment losses (373.0 ) — — — (373.0 ) 1,293.2 1,067.7 153.3 — 2,514.2 Biomet merger — — — 5,253.9 5,253.9 Currency translation (8.9 ) (72.2 ) (7.5 ) — (88.6 ) Balance at September 30, 2015 Goodwill 1,657.3 995.5 145.8 5,253.9 8,052.5 Accumulated impairment losses (373.0 ) — — — (373.0 ) $ 1,284.3 $ 995.5 $ 145.8 $ 5,253.9 $ 7,679.5 |
Pro forma Financial Information Adjusted to Give Effect to the Merger | The pro forma financial information has been adjusted to give effect to the merger as if it had occurred on January 1, 2014. Pro Forma Financial Information (Unaudited) Three Months Ended Nine Months Ended 2015 2014 2015 2014 (in millions) Net Sales $ 1,762.2 $ 1,888.4 $ 5,584.1 $ 5,906.2 Net Earnings $ 22.2 $ 106.6 $ 267.3 $ 221.5 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | September 30, December 31, (in millions) Finished goods $ 1,915.0 $ 924.2 Work in progress 141.4 87.8 Raw materials 301.4 181.3 Inventories $ 2,357.8 $ 1,193.3 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | September 30, December 31, (in millions) Land $ 40.9 $ 20.4 Buildings and equipment 1,639.4 1,283.4 Capitalized software costs 304.8 294.7 Instruments 2,152.9 1,692.8 Construction in progress 150.9 115.8 4,288.9 3,407.1 Accumulated depreciation (2,299.9 ) (2,121.8 ) Property, plant and equipment, net $ 1,989.0 $ 1,285.3 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Short and Long-Term Classified as Available-for-Sale Securities | We invest in short and long-term investments classified as available-for-sale securities. Information regarding our investments is as follows (in millions): Amortized Cost Gross Fair Gains Losses As of September 30, 2015 Corporate debt securities $ 372.1 $ 0.3 $ (0.2 ) $ 372.2 U.S. government and agency debt securities 66.9 — — 66.9 Commercial paper 11.5 — — 11.5 Certificates of deposit 15.9 — — 15.9 Total short and long-term investments $ 466.4 $ 0.3 $ (0.2 ) $ 466.5 As of December 31, 2014 Corporate debt securities $ 516.9 $ 0.1 $ (0.5 ) $ 516.5 U.S. government and agency debt securities 194.3 — — 194.3 Commercial paper 57.8 — — 57.8 Certificates of deposit 100.3 — — 100.3 Total short and long-term investments $ 869.3 $ 0.1 $ (0.5 ) $ 868.9 |
Cost and Fair Value of Available-for-Sale Fixed-Maturity Securities by Contractual Maturity | The amortized cost and fair value of our available-for-sale fixed-maturity securities by contractual maturity are as follows (in millions): September 30, 2015 Amortized Fair Value Due in one year or less $ 343.2 $ 343.3 Due after one year through two years 123.2 123.2 Total $ 466.4 $ 466.5 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Summary of Other Current Liabilities | September 30, December 31, (in millions) Other current liabilities: Salaries, wages and benefits $ 276.3 $ 167.7 License and service agreements 167.0 100.2 Accrued interest 113.8 4.0 Forward starting interest rate swaps — 59.3 Litigation settlement accrual (Note 17) — 70.0 Accrued liabilities 572.5 397.3 Total other current liabilities $ 1,129.6 $ 798.5 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Debt Instruments | Our debt consisted of the following (in millions): September 30, December 31, Current portion of long-term debt U.S. Term Loan $ 225.0 $ — Long-term debt 1.450% Senior Notes due 2017 $ 500.0 $ — 2.000% Senior Notes due 2018 1,150.0 — 4.625% Senior Notes due 2019 500.0 500.0 2.700% Senior Notes due 2020 1,500.0 — 3.375% Senior Notes due 2021 300.0 300.0 3.150% Senior Notes due 2022 750.0 — 3.550% Senior Notes due 2025 2,000.0 — 4.250% Senior Notes due 2035 500.0 — 5.750% Senior Notes due 2039 500.0 500.0 4.450% Senior Notes due 2045 1,250.0 — U.S. Term Loan 2,625.0 — Japan Term Loan 97.6 98.0 Other long-term debt 5.3 4.9 Debt discount (22.3 ) (1.4 ) Adjustment related to interest rate swaps 34.0 24.0 Total long-term debt $ 11,689.6 $ 1,425.5 |
Accumulated Other Comprehensi33
Accumulated Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Changes in Components of Other Comprehensive Income, Net of Tax | The following table shows the changes in the components of OCI, net of tax (in millions): Foreign Cash Unrealized Defined Balance December 31, 2014 $ 111.8 $ 70.1 $ (0.4 ) $ (143.4 ) OCI before reclassifications (276.6 ) 43.4 0.5 4.7 Reclassifications — (69.7 ) — 6.5 Balance September 30, 2015 $ (164.8 ) $ 43.8 $ 0.1 $ (132.2 ) |
Reclassification Adjustments from Accumulated Other Comprehensive Income | The following table shows the reclassification adjustments from OCI (in millions): Component of OCI Amount of Gain / (Loss) Reclassified from OCI Location on Three Months Ended Nine Months Ended 2015 2014 2015 2014 Cash flow hedges Foreign exchange forward contracts $ 30.5 $ 8.7 $ 91.7 $ 20.4 Cost of products sold Foreign exchange options — (0.1 ) — (0.3 ) Cost of products sold Forward starting interest rate swaps (0.4 ) — (0.9 ) — Interest expense 30.1 8.6 90.8 20.1 Total before tax 7.1 3.6 21.1 10.4 Provision for income taxes $ 23.0 $ 5.0 $ 69.7 $ 9.7 Net of tax Investments Realized gains on securities $ — $ — $ — $ 0.4 Interest income — — — — Provision for income taxes $ — $ — $ — $ 0.4 Net of tax Defined benefit plans Prior service cost $ 1.1 $ 1.0 $ 3.4 $ 2.9 * Unrecognized actuarial (loss) (5.0 ) (2.9 ) (13.5 ) (8.6 ) * (3.9 ) (1.9 ) (10.1 ) (5.7 ) Total before tax (2.8 ) 0.2 (3.6 ) (1.9 ) Provision for income taxes $ (1.1 ) $ (2.1 ) $ (6.5 ) $ (3.8 ) Net of tax Total reclassifications $ 21.9 $ 2.9 $ 63.2 $ 6.3 Net of tax * These OCI components are included in the computation of net periodic pension expense (see Note 14). |
Tax Effects on Each Component of Other Comprehensive Income Recognized in Statements of Comprehensive Income | The following table shows the tax effects on each component of OCI recognized in our condensed consolidated statements of comprehensive income (in millions): Three Months Ended Nine Months Ended September 30, 2015 Before Tax Tax Net of Tax Before Tax Tax Net of Tax Foreign currency cumulative translation adjustments $ (137.0 ) $ — $ (137.0 ) $ (276.6 ) $ — $ (276.6 ) Unrealized cash flow hedge gains/(losses) 7.3 3.2 4.1 48.0 4.6 43.4 Reclassification adjustments on foreign currency hedges (30.1 ) (7.1 ) (23.0 ) (90.8 ) (21.1 ) (69.7 ) Unrealized gains/(losses) on securities — — — 0.5 — 0.5 Adjustments to prior service cost and unrecognized actuarial assumptions 9.3 3.5 5.8 15.5 4.3 11.2 Total Other Comprehensive Gain/(Loss) $ (150.5 ) $ (0.4 ) $ (150.1 ) $ (303.4 ) $ (12.2 ) $ (291.2 ) Three Months Ended September 30, 2014 Nine Months Ended September 30, 2014 Before Tax Tax Net of Tax Before Tax Tax Net of Tax Foreign currency cumulative translation adjustments $ (132.4 ) $ — $ (132.4 ) $ (128.8 ) $ — $ (128.8 ) Unrealized cash flow hedge gains/(losses) 62.8 12.9 49.9 47.3 8.8 38.5 Reclassification adjustments on foreign currency hedges (8.6 ) (3.6 ) (5.0 ) (20.1 ) (10.4 ) (9.7 ) Unrealized gains/(losses) on securities — — — 0.2 — 0.2 Reclassification adjustments on securities — — — (0.4 ) — (0.4 ) Adjustments to prior service cost and unrecognized actuarial assumptions 1.9 (0.2 ) 2.1 5.7 — 3.8 Total Other Comprehensive Gain/(Loss) $ (76.3 ) $ 9.1 $ (85.4 ) $ (96.1 ) $ 0.3 $ (96.4 ) |
Fair Value Measurement of Ass34
Fair Value Measurement of Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement of Assets and Liabilities | The following assets and liabilities are recorded at fair value on a recurring basis (in millions): As of September 30, 2015 Recorded Fair Value Measurements at Reporting Date Using: Description Quoted Prices in (Level 1) Significant Other Significant Assets Available-for-sale securities Corporate debt securities $ 372.2 $ — $ 372.2 $ — U.S. government and agency debt securities 66.9 — 66.9 — Commercial paper 11.5 — 11.5 — Certificates of deposit 15.9 — 15.9 — Total available-for-sale securities 466.5 — 466.5 — Derivatives, current and long-term Foreign currency forward contracts and options 114.7 — 114.7 — Interest rate swaps 34.0 — 34.0 — $ 615.2 $ — $ 615.2 $ — Liabilities Derivatives, current and long-term Foreign currency forward contracts and options $ 1.8 $ — $ 1.8 $ — As of December 31, 2014 Recorded Fair Value Measurements at Reporting Date Using: Description Quoted Prices in (Level 1) Significant Other Significant (Level 3) Assets Available-for-sale securities Corporate debt securities $ 516.5 $ — $ 516.5 $ — U.S. government and agency debt securities 194.3 — 194.3 — Commercial paper 57.8 — 57.8 — Certificates of deposit 100.3 — 100.3 — Total available-for-sale securities 868.9 — 868.9 — Derivatives, current and long-term Foreign currency forward contracts and options 125.5 — 125.5 — Interest rate swaps 24.0 — 24.0 — $ 1,018.4 $ — $ 1,018.4 $ — Liabilities Derivatives, current and long-term Foreign currency forward contracts and options $ 1.7 $ — $ 1.7 $ — Forward starting interest rate swaps 59.3 — 59.3 — $ 61.0 $ — $ 61.0 $ — |
Derivative Instruments and He35
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments Designated as Fair Value Hedges | Derivative instruments designated as fair value hedges had the following effects on our condensed consolidated statements of earnings (in millions): Derivative Location on Statement of Earnings Gain (Loss) on Instrument Gain (Loss) on Hedged Item Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended 2015 2014 2015 2014 2015 2014 2015 2014 Interest rate swaps Interest expense $ 10.8 $ (4.9 ) $ 10.0 $ 7.0 $ (10.8 ) $ 4.9 $ (10.0 ) $ (7.0 ) |
Gross Unrealized Losses from Derivative Instruments | Derivative instruments designated as cash flow hedges had the following effects, before taxes, on OCI and net earnings on our condensed consolidated statements of earnings, condensed consolidated statements of comprehensive income and condensed consolidated balance sheets (in millions): Derivative Instrument Amount of Gain / (Loss) Recognized in OCI Location on Statement of Earnings Amount of Gain / (Loss) Reclassified from OCI Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended 2015 2014 2015 2014 2015 2014 2015 2014 Foreign exchange forward contracts $ 7.3 $ 62.6 $ 86.3 $ 47.3 Cost of products sold $ 30.5 $ 8.7 $ 91.7 $ 20.4 Foreign exchange options — 0.2 — — Cost of products sold — (0.1 ) — (0.3 ) Forward starting interest rate swaps — — (38.3 ) — Interest expense (0.4 ) — (0.9 ) — $ 7.3 $ 62.8 $ 48.0 $ 47.3 $ 30.1 $ 8.6 $ 90.8 $ 20.1 |
Gains/(Losses) from Derivative Instruments Recognized in Cost of Products Sold | The following gains from these derivative instruments were recognized on our condensed consolidated statements of earnings (in millions): Derivative Instrument Location on Statement of Earnings Three Months Ended Nine Months Ended 2015 2014 2015 2014 Foreign exchange forward contracts Other income (expense), net $ 8.4 $ 9.7 $ 22.0 $ 5.4 |
Fair Value of Derivative Instruments on Gross Basis | The fair value of derivative instruments on a gross basis is as follows (in millions): September 30, 2015 December 31, 2014 Balance Sheet Location Fair Balance Sheet Location Fair Asset Derivatives Foreign exchange forward contracts Other current assets $ 109.6 Other current assets $ 98.7 Foreign exchange forward contracts Other assets 29.3 Other assets 53.1 Interest rate swaps Other assets 34.0 Other assets 24.0 Total asset derivatives $ 172.9 $ 175.8 Liability Derivatives Foreign exchange forward contracts Other current liabilities $ 15.6 Other current liabilities $ 16.4 Forward starting interest rate swaps Other current liabilities — Other current liabilities 59.3 Foreign exchange forward contracts Other long-term liabilities 10.4 Other long-term liabilities 11.6 Total liability derivatives $ 26.0 $ 87.3 |
Schedule of Effects of Master Netting Agreements on Condensed Consolidated Balance Sheets | The table below presents the effects of our master netting agreements on our condensed consolidated balance sheets (in millions): Location As of September 30, 2015 As of December 31, 2014 Description Gross Offset Net Amount Gross Offset Net Amount Asset Derivatives Cash flow hedges Other current assets $ 109.6 14.8 $ 94.8 $ 98.7 $ 15.9 $ 82.8 Cash flow hedges Other assets 29.3 9.4 19.9 53.1 10.4 42.7 Liability Derivatives Cash flow hedges Other current liabilities 15.6 14.8 0.8 16.4 15.9 0.5 Cash flow hedges Other long-term liabilities 10.4 9.4 1.0 11.6 10.4 1.2 |
Retirement Benefit Plans (Table
Retirement Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Components of Net Pension Expense | The components of net periodic pension expense for our U.S. and foreign defined benefit pension plans are as follows (in millions): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Service cost $ 7.6 $ 6.3 $ 22.8 $ 19.0 Interest cost 7.2 6.1 18.3 18.4 Expected return on plan assets (12.3 ) (10.1 ) (34.1 ) (30.4 ) Amortization of prior service cost (1.1 ) (1.0 ) (3.4 ) (2.9 ) Amortization of unrecognized actuarial loss 5.0 2.9 13.5 8.6 Net periodic pension expense $ 6.4 $ 4.2 $ 17.1 $ 12.7 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of Weighted Average Shares for Basic and Diluted Shares Computations | The following is a reconciliation of weighted average shares for the basic and diluted shares computations (in millions): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Weighted average shares outstanding for basic net earnings per share 203.5 169.0 182.1 168.8 Effect of dilutive stock options and other equity awards 2.2 2.7 2.6 2.7 Weighted average shares outstanding for diluted net earnings per share 205.7 171.7 184.7 171.5 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Summary of Net Sales and Segment Operating Profit | Net sales and segment operating profit are as follows (in millions): Net Sales Operating Profit Three Months Ended Three Months Ended 2015 2014 2015 2014 Americas $ 1,133.5 $ 637.9 $ 549.7 $ 316.8 EMEA 375.2 270.7 105.1 82.7 Asia Pacific 253.5 197.4 121.6 90.8 Total $ 1,762.2 $ 1,106.0 Inventory step-up and other inventory and manufacturing related charges (132.6 ) (7.7 ) Intangible asset amortization (122.6 ) (20.6 ) Certain claims — 0.3 Special items (195.9 ) (65.9 ) Global operations and corporate functions (209.3 ) (141.2 ) Operating profit $ 116.0 $ 255.2 Net Sales Operating Profit Nine Months Ended Nine Months Ended 2015 2014 2015 2014 Americas $ 2,458.2 $ 1,916.3 $ 1,217.6 $ 947.4 EMEA 964.2 932.3 321.4 302.5 Asia Pacific 641.8 601.8 317.4 286.6 Total $ 4,064.2 $ 3,450.4 Inventory step-up and other inventory and manufacturing related charges (151.2 ) (32.9 ) Intangible asset amortization (176.0 ) (72.0 ) Certain claims (7.7 ) (21.5 ) Special items (751.9 ) (164.3 ) Global operations and corporate functions (515.8 ) (434.8 ) Operating profit $ 253.8 $ 811.0 |
Summary of Net Sales by Product Category | Net sales by product category are as follows (in millions): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Knees $ 632.0 $ 443.3 $ 1,564.8 $ 1,398.9 Hips 434.5 315.6 1,066.8 988.3 S.E.T 371.0 208.6 811.1 634.1 Dental 103.4 53.9 220.2 176.0 Spine & CMF 147.7 51.0 256.1 151.5 Other 73.6 33.6 145.2 101.6 Total $ 1,762.2 $ 1,106.0 $ 4,064.2 $ 3,450.4 |
Revision of Prior Period Fina39
Revision of Prior Period Financial Statements - Revisions to the Condensed Consolidated Statements of Earnings and Comprehensive (Loss) Income (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Cost of products sold, excluding intangible asset amortization | $ 552.1 | $ 294.3 | $ 284.9 | $ 295.9 | $ 579.2 | $ 1,131.3 | $ 929 |
Research and development | 83.3 | 51.3 | 48.3 | 45.9 | 99.6 | 182.9 | 141.1 |
Selling, general and administrative | 692.3 | 444.2 | 424.1 | 422.8 | 868.3 | 1,560.6 | 1,311.5 |
Special items | 195.9 | 469.2 | 86.8 | 65.9 | 556 | 751.9 | 164.3 |
Operating expenses | 1,646.2 | 1,299.7 | 864.5 | 850.8 | 2,164.2 | 3,810.4 | 2,639.4 |
Other (expense), net | (26.3) | (22.6) | (48.9) | ||||
Earnings (loss) before income taxes | 31.8 | (238.6) | 226.8 | 229.8 | (11.8) | 20 | 746.9 |
Provision (benefit) for income taxes | 9.6 | (64.8) | 55.7 | 56.9 | (9.1) | 0.5 | 181.4 |
Net earnings (loss) | 22.2 | (173.8) | 171.1 | 172.9 | (2.7) | 19.5 | 565.5 |
Net Earnings (Loss) of Zimmer Biomet Holdings, Inc. | $ 22.2 | $ (173.6) | $ 171.4 | $ 173.1 | $ (2.2) | $ 20 | $ 566.5 |
Weighted Average Common Shares Outstanding-Diluted | 205.7 | 171.7 | 171.5 | 184.7 | 171.5 | ||
Earnings (Loss) Per Common Share-Basic | $ 0.11 | $ (1) | $ 1.01 | $ 1.02 | $ (0.01) | $ 0.11 | $ 3.36 |
Earnings (Loss) Per Common Share-Diluted | $ 0.11 | $ (1) | $ 0.99 | $ 1.01 | $ (0.01) | $ 0.11 | $ 3.30 |
Foreign currency cumulative translation adjustments | $ (137) | $ 10.3 | $ (149.9) | $ (132.4) | $ (139.6) | $ (276.6) | $ (128.8) |
Total other comprehensive loss | (150.1) | (26.5) | (114.6) | (85.4) | (141.1) | (291.2) | (96.4) |
Comprehensive Income (Loss) | (127.9) | (200.3) | 56.5 | 87.5 | (143.8) | (271.7) | 469.1 |
Comprehensive Income (Loss) attributable to Zimmer Biomet Holdings, Inc. | $ (127.8) | (200.1) | 56.3 | 87.6 | (143.8) | $ (271.6) | 470 |
As Reported [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Cost of products sold, excluding intangible asset amortization | 290.5 | 278.7 | 296.7 | 569.2 | 932 | ||
Research and development | 51.4 | 48.4 | 46 | 99.8 | 141.4 | ||
Selling, general and administrative | 445.1 | 425 | 423.8 | 870.1 | 1,304.4 | ||
Special items | 469.4 | 87 | 66.4 | 556.4 | 165.3 | ||
Operating expenses | 1,297.1 | 859.5 | 853.2 | 2,156.6 | 2,636.6 | ||
Other (expense), net | (4) | (22.6) | (26.6) | ||||
Earnings (loss) before income taxes | (213.7) | 231.8 | 227.4 | 18.1 | 749.7 | ||
Provision (benefit) for income taxes | (55.5) | 55 | 62.1 | (0.5) | 187.2 | ||
Net earnings (loss) | (158.2) | 176.8 | 165.3 | 18.6 | 562.5 | ||
Net Earnings (Loss) of Zimmer Biomet Holdings, Inc. | $ (158) | $ 177.1 | $ 165.5 | $ 19.1 | $ 563.5 | ||
Weighted Average Common Shares Outstanding-Diluted | 174.2 | ||||||
Earnings (Loss) Per Common Share-Basic | $ (0.91) | $ 1.04 | $ 0.98 | $ 0.11 | $ 3.34 | ||
Earnings (Loss) Per Common Share-Diluted | $ (0.91) | $ 1.02 | $ 0.96 | $ 0.11 | $ 3.29 | ||
Foreign currency cumulative translation adjustments | $ 27.8 | $ (152.7) | $ (134.6) | $ (124.9) | $ (131) | ||
Total other comprehensive loss | (9) | (117.4) | (87.6) | (126.4) | (98.6) | ||
Comprehensive Income (Loss) | (167.2) | 59.4 | 77.7 | (107.8) | 463.9 | ||
Comprehensive Income (Loss) attributable to Zimmer Biomet Holdings, Inc. | (167) | 59.2 | 77.8 | (107.8) | 464.8 | ||
Adjustment [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Cost of products sold, excluding intangible asset amortization | 3.8 | 6.2 | (0.8) | 10 | (3) | ||
Research and development | (0.1) | (0.1) | (0.1) | (0.2) | (0.3) | ||
Selling, general and administrative | (0.9) | (0.9) | (1) | (1.8) | 7.1 | ||
Special items | (0.2) | (0.2) | (0.5) | (0.4) | (1) | ||
Operating expenses | 2.6 | 5 | (2.4) | 7.6 | 2.8 | ||
Other (expense), net | (22.3) | (22.3) | |||||
Earnings (loss) before income taxes | (24.9) | (5) | 2.4 | (29.9) | (2.8) | ||
Provision (benefit) for income taxes | (9.3) | 0.7 | (5.2) | (8.6) | (5.8) | ||
Net earnings (loss) | (15.6) | (5.7) | 7.6 | (21.3) | 3 | ||
Net Earnings (Loss) of Zimmer Biomet Holdings, Inc. | $ (15.6) | $ (5.7) | $ 7.6 | $ (21.3) | $ 3 | ||
Weighted Average Common Shares Outstanding-Diluted | (2.7) | ||||||
Earnings (Loss) Per Common Share-Basic | $ (0.09) | $ (0.03) | $ 0.04 | $ (0.12) | $ 0.02 | ||
Earnings (Loss) Per Common Share-Diluted | $ (0.09) | $ (0.03) | $ 0.05 | $ (0.12) | $ 0.01 | ||
Foreign currency cumulative translation adjustments | $ (17.5) | $ 2.8 | $ 2.2 | $ (14.7) | $ 2.2 | ||
Total other comprehensive loss | (17.5) | 2.8 | 2.2 | (14.7) | 2.2 | ||
Comprehensive Income (Loss) | (33.1) | (2.9) | 9.8 | (36) | 5.2 | ||
Comprehensive Income (Loss) attributable to Zimmer Biomet Holdings, Inc. | $ (33.1) | $ (2.9) | $ 9.8 | $ (36) | $ 5.2 |
Revision of Prior Period Fina40
Revision of Prior Period Financial Statements - Revisions to the Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Inventories | $ 2,357.8 | $ 2,439.1 | $ 1,237 | $ 1,193.3 |
Total Current Assets | 6,394.7 | 6,749.2 | 11,937.2 | 4,313.3 |
Property, plant and equipment, net | 1,989 | 1,995.6 | 1,297.4 | 1,285.3 |
Goodwill | 7,679.5 | 7,708.4 | 2,417 | 2,514.2 |
Other assets | 802.2 | 784.1 | 979.3 | 941.7 |
Total Assets | 26,689.1 | 27,178.8 | 17,209.2 | 9,658 |
Accounts payable | 223.6 | 242.5 | 151.1 | 145.2 |
Income taxes payable | 208.3 | 141.7 | 66.1 | 80.3 |
Total Current Liabilities | 1,786.5 | 2,145.1 | 893.5 | 1,024 |
Long-term income tax payable | 370.5 | 367 | 190.1 | 189.9 |
Deferred income taxes | 2,348.9 | 2,354.9 | 51.9 | 45.9 |
Total Liabilities | 16,695.8 | 17,060 | 10,600.1 | 3,106.3 |
Retained earnings | 8,264.8 | 8,287.7 | 8,497.9 | 8,362.1 |
Accumulated other comprehensive income | (253.1) | (103) | (76.5) | 38.1 |
Total Zimmer Biomet Holdings, Inc. stockholders' equity | 9,991.6 | 10,117 | 6,607.1 | 6,549.9 |
Total Stockholders Equity | 9,993.3 | 10,118.8 | 6,609.1 | 6,551.7 |
As Reported [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Inventories | 2,441.4 | 1,217 | 1,169 | |
Total Current Assets | 6,751.5 | 11,917.2 | 4,289 | |
Property, plant and equipment, net | 1,998.6 | 1,300.7 | 1,288.8 | |
Goodwill | 5,270.2 | 7,730.7 | 2,417 | 2,514.2 |
Other assets | 781.7 | 976.9 | 939.2 | |
Total Assets | 27,204 | 17,190.1 | 9,634.7 | |
Accounts payable | 268.2 | 174.9 | 167.1 | |
Income taxes payable | 134 | 57.5 | 72.4 | |
Total Current Liabilities | 2,163.1 | 908.7 | 1,038 | |
Long-term income tax payable | 358.8 | 181.9 | 181.7 | |
Deferred income taxes | 2,363.2 | 51.9 | 45.9 | |
Total Liabilities | 17,078.1 | 10,607.1 | 3,112.1 | |
Retained earnings | 8,232.3 | 8,426.8 | 8,285.2 | |
Accumulated other comprehensive income | (40.5) | (31.5) | 85.9 | |
Total Zimmer Biomet Holdings, Inc. stockholders' equity | 10,124.1 | 6,581 | 6,520.8 | |
Total Stockholders Equity | 10,125.9 | 6,583 | 6,522.6 | |
Adjustment [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Inventories | (2.3) | 20 | 24.3 | |
Total Current Assets | (2.3) | 20 | 24.3 | |
Property, plant and equipment, net | (3) | (3.3) | (3.5) | |
Goodwill | $ (16.3) | (22.3) | ||
Other assets | 2.4 | 2.4 | 2.5 | |
Total Assets | (25.2) | 19.1 | 23.3 | |
Accounts payable | (25.7) | (23.8) | (21.9) | |
Income taxes payable | 7.7 | 8.6 | 7.9 | |
Total Current Liabilities | (18) | (15.2) | (14) | |
Long-term income tax payable | 8.2 | 8.2 | 8.2 | |
Deferred income taxes | (8.3) | |||
Total Liabilities | (18.1) | (7) | (5.8) | |
Retained earnings | 55.4 | 71.1 | 76.9 | |
Accumulated other comprehensive income | (62.5) | (45) | (47.8) | |
Total Zimmer Biomet Holdings, Inc. stockholders' equity | (7.1) | 26.1 | 29.1 | |
Total Stockholders Equity | $ (7.1) | $ 26.1 | $ 29.1 |
Revision of Prior Period Fina41
Revision of Prior Period Financial Statements - Revisions to the Condensed Consolidated Statements of Cash Flows (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net earnings | $ 22.2 | $ (173.8) | $ 171.1 | $ 172.9 | $ (2.7) | $ 19.5 | $ 565.5 |
(Gain) loss on divestiture of assets | $ (12.3) | 3.4 | (8.9) | ||||
Changes in operating assets and liabilities, net of effect of acquisitions: | |||||||
Income taxes | (12.6) | 21.9 | 29.9 | (140.2) | |||
Inventories | (57.9) | (140.8) | (196.5) | (132.7) | |||
Accounts payable and accrued expenses | (151.4) | 92 | (251.5) | (2.9) | |||
Other assets and liabilities | 24.8 | (85.5) | $ (23.7) | 103 | |||
As Reported [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net earnings | (158.2) | 176.8 | 165.3 | 18.6 | 562.5 | ||
(Gain) loss on divestiture of assets | (18.9) | ||||||
Changes in operating assets and liabilities, net of effect of acquisitions: | |||||||
Income taxes | (13.3) | 30.5 | (134.3) | ||||
Inventories | (62.2) | (149.9) | (134.2) | ||||
Accounts payable and accrued expenses | (149.5) | 95.8 | 6.5 | ||||
Other assets and liabilities | 22.2 | (87.8) | 92.2 | ||||
Adjustment [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net earnings | $ (15.6) | (5.7) | $ 7.6 | (21.3) | 3 | ||
(Gain) loss on divestiture of assets | 22.3 | ||||||
Changes in operating assets and liabilities, net of effect of acquisitions: | |||||||
Income taxes | 0.7 | (8.6) | (5.9) | ||||
Inventories | 4.3 | 9.1 | 1.5 | ||||
Accounts payable and accrued expenses | (1.9) | (3.8) | (9.4) | ||||
Other assets and liabilities | $ 2.6 | $ 2.3 | $ 10.8 |
Significant Accounting Polici42
Significant Accounting Policies - Summary of Expenses in Special Items (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Biomet-related | |||||||
Merger consideration compensation expense | $ 164.1 | ||||||
Retention plans | 73 | ||||||
Consulting and professional fees | $ 28 | $ 27.2 | 114.6 | $ 40.9 | |||
Employee termination benefits | 14.2 | 79.1 | |||||
Dedicated project personnel | 36.8 | 0.3 | 45.9 | 0.3 | |||
Relocated facilities | 1.6 | 2.5 | |||||
Contract terminations | 59.2 | 75.1 | |||||
Information technology integration | 1.1 | 1.1 | |||||
Other | 5.7 | 7.6 | |||||
Other | |||||||
Consulting and professional fees | 30.2 | 21.8 | 109.5 | 63.8 | |||
Employee termination benefits | 1.1 | 1.9 | 0.9 | ||||
Dedicated project personnel | 6.4 | 13.9 | 28.9 | 35.7 | |||
Impairment/loss on disposal of assets | 2.3 | 5.9 | |||||
Certain R&D agreements | 4.5 | ||||||
Relocated facilities | 0.7 | ||||||
Distributor acquisitions | 0.1 | 0.5 | |||||
Certain litigation matters | 20.3 | ||||||
Contract terminations | 0.3 | 1.5 | |||||
Information technology integration | 1.8 | 1.8 | |||||
Contingent consideration adjustments | 0.1 | (0.2) | 2.4 | 0.2 | |||
Accelerated software amortization | 1.5 | 1.5 | 4.5 | ||||
Other | 9.7 | 1 | 20.3 | 4.9 | |||
Special items | $ 195.9 | $ 469.2 | $ 86.8 | $ 65.9 | $ 556 | $ 751.9 | $ 164.3 |
Significant Accounting Polici43
Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions | Jun. 24, 2015 | Sep. 30, 2015 |
Business And Significant Accounting Policies [Line Items] | ||
Fair value of merger consideration transferred, classified as compensation expense | $ 164.1 | |
Merger retention plans, expenses recognized | 73 | |
Reclassification of other current assets to debt | 8.4 | |
Reclassification of other assets to debt | 62.5 | |
Employee Severance [Member] | Expect to Incur Through 2018 [Member] | ||
Business And Significant Accounting Policies [Line Items] | ||
Restructuring Cost | 170 | |
Contract Terminations [Member] | Expect to Incur Through 2018 [Member] | ||
Business And Significant Accounting Policies [Line Items] | ||
Restructuring Cost | 130 | |
LVB Acquisition Inc [Member] | ||
Business And Significant Accounting Policies [Line Items] | ||
Fair value of merger consideration transferred, classified as compensation expense | $ 164.1 | |
Merger retention plans, expenses recognized | 73 | |
Deferred Compensation, Share-based Payments [Member] | LVB Acquisition Inc [Member] | ||
Business And Significant Accounting Policies [Line Items] | ||
Fair value of merger consideration transferred, classified as compensation expense | $ 164.1 |
Significant Accounting Polici44
Significant Accounting Policies - Summary of Liabilities Related to Integration Plans (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Schedule Of Business Acquisitions Liabilities Related To Integration Plans [Line Items] | |
Beginning Balance | $ 0 |
Additions | 154.2 |
Cash payments | (34.3) |
Foreign currency exchange rate changes | (0.3) |
Closing Balance | 119.6 |
Employee Termination Benefits [Member] | |
Schedule Of Business Acquisitions Liabilities Related To Integration Plans [Line Items] | |
Beginning Balance | 0 |
Additions | 79.1 |
Cash payments | (28.4) |
Foreign currency exchange rate changes | (0.1) |
Closing Balance | 50.6 |
Contract Terminations [Member] | |
Schedule Of Business Acquisitions Liabilities Related To Integration Plans [Line Items] | |
Beginning Balance | 0 |
Additions | 75.1 |
Cash payments | (5.9) |
Foreign currency exchange rate changes | (0.2) |
Closing Balance | $ 69 |
Biomet Merger - Additional Info
Biomet Merger - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Jun. 24, 2015 | Mar. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Business Acquisition [Line Items] | |||||||
Business acquisition liability incurred | $ 2,740 | $ 2,740 | |||||
Gain on divestiture of assets | 12.3 | $ (3.4) | 8.9 | ||||
Biomet merger consideration compensation expense | 164.1 | ||||||
Net assets acquired | 11,866.2 | 11,866.2 | |||||
Operating profit | 116 | $ 255.2 | 253.8 | $ 811 | |||
Net Sales | 1,762.2 | 1,106 | 4,064.2 | 3,450.4 | |||
Merger retention plans, expenses recognized | 73 | ||||||
Technology [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Weighted-average amortization period | 20 years | ||||||
Customer Relationships [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Weighted-average amortization period | 24 years | ||||||
LVB Acquisition Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Total consideration | $ 12,030.3 | ||||||
Consideration paid, cash | $ 8,307.6 | ||||||
Consideration paid, shares | 32.7 | ||||||
Consideration paid, common stock value | $ 3,722.7 | ||||||
Consideration paid, common stock price | $ 113.83 | ||||||
Biomet merger consideration compensation expense | $ 164.1 | ||||||
Net assets acquired | $ 11,866.2 | ||||||
Merger retention plans, expenses recognized | 73 | ||||||
Musculoskeletal Industry [Member] | LVB Acquisition Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Net worth | 50,000 | 50,000 | |||||
Biomet [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Operating profit | 28.3 | 316.5 | |||||
Net Sales | 742.8 | 802.7 | |||||
Operating Income (Loss) [Member] | LVB Acquisition Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Biomet merger consideration compensation expense | 164.1 | ||||||
Merger retention plans, expenses recognized | 73 | ||||||
Operating Expense [Member] | LVB Acquisition Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Biomet merger consideration compensation expense | 164.1 | ||||||
Merger retention plans, expenses recognized | 73 | ||||||
Merger transaction costs | $ 17.7 | $ 17.7 | |||||
Senior Notes [Member] | LVB Acquisition Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition liability incurred | $ 2,740 | $ 2,740 | |||||
Senior Unsecured Term Loan [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Proceeds from senior unsecured notes | $ 3,000 | ||||||
Senior Unsecured Notes [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Proceeds from senior unsecured notes | $ 7,650 |
Biomet Merger - Summary of Prel
Biomet Merger - Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||
Cash | $ 494.8 | |||
Accounts receivable, net | 555 | |||
Inventory | 1,167.9 | |||
Other current assets | 167 | |||
Property, plant and equipment | 698.4 | |||
Other assets | 20.1 | |||
Goodwill | 7,679.5 | $ 7,708.4 | $ 2,417 | $ 2,514.2 |
Total assets acquired | 17,792.2 | |||
Current liabilities | 599.6 | |||
Long-term debt | 2,740 | |||
Deferred taxes | 2,527.5 | |||
Other long-term liabilities | 58.9 | |||
Total liabilities assumed | 5,926 | |||
Net assets acquired | 11,866.2 | |||
Technology [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | 3,091.1 | |||
Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | 5,829 | |||
Trademarks and Trade Names [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets not subject to amortization | 515 | |||
As Reported [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 494.8 | |||
Accounts receivable, net | 544.7 | |||
Inventory | 1,161.7 | |||
Other current assets | 202.3 | |||
Property, plant and equipment | 699.4 | |||
Other assets | 29.5 | |||
Goodwill | 5,270.2 | 7,730.7 | $ 2,417 | $ 2,514.2 |
Total assets acquired | 17,821.9 | |||
Current liabilities | 588.9 | |||
Long-term debt | 2,740 | |||
Deferred taxes | 2,568.6 | |||
Other long-term liabilities | 58.2 | |||
Total liabilities assumed | 5,955.7 | |||
Net assets acquired | 11,866.2 | |||
As Reported [Member] | Technology [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | 3,075.3 | |||
As Reported [Member] | Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | 5,829 | |||
As Reported [Member] | Trademarks and Trade Names [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets not subject to amortization | 515 | |||
Adjustment [Member] | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable, net | 10.3 | |||
Inventory | 6.2 | |||
Other current assets | (35.3) | |||
Property, plant and equipment | (1) | |||
Other assets | (9.4) | |||
Goodwill | (16.3) | $ (22.3) | ||
Total assets acquired | (29.7) | |||
Current liabilities | 10.7 | |||
Deferred taxes | (41.1) | |||
Other long-term liabilities | 0.7 | |||
Total liabilities assumed | (29.7) | |||
Adjustment [Member] | Technology [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 15.8 |
Biomet Merger - Changes in Carr
Biomet Merger - Changes in Carrying Amount of Goodwill (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | $ 2,887.2 |
Accumulated impairment losses | (373) |
Goodwill, net of accumulated impairment losses, Beginning Balance | 2,514.2 |
Biomet merger | 5,253.9 |
Currency translation | (88.6) |
Goodwill, Ending Balance | 8,052.5 |
Accumulated impairment losses | (373) |
Goodwill, net of accumulated impairment losses, Ending Balance | 7,679.5 |
Americas [Member] | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 1,666.2 |
Accumulated impairment losses | (373) |
Goodwill, net of accumulated impairment losses, Beginning Balance | 1,293.2 |
Currency translation | (8.9) |
Goodwill, Ending Balance | 1,657.3 |
Accumulated impairment losses | (373) |
Goodwill, net of accumulated impairment losses, Ending Balance | 1,284.3 |
EMEA [Member] | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 1,067.7 |
Goodwill, net of accumulated impairment losses, Beginning Balance | 1,067.7 |
Currency translation | (72.2) |
Goodwill, Ending Balance | 995.5 |
Goodwill, net of accumulated impairment losses, Ending Balance | 995.5 |
Asia Pacific [Member] | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 153.3 |
Goodwill, net of accumulated impairment losses, Beginning Balance | 153.3 |
Currency translation | (7.5) |
Goodwill, Ending Balance | 145.8 |
Goodwill, net of accumulated impairment losses, Ending Balance | 145.8 |
Unallocated [Member] | |
Goodwill [Line Items] | |
Biomet merger | 5,253.9 |
Goodwill, Ending Balance | 5,253.9 |
Goodwill, net of accumulated impairment losses, Ending Balance | $ 5,253.9 |
Biomet Merger - Pro forma Finan
Biomet Merger - Pro forma Financial Information Adjusted to Give Effect to the Merger (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Combination Increase Decrease To Reflect Liabilities Acquired At Fair Value [Abstract] | ||||
Net Sales | $ 1,762.2 | $ 1,888.4 | $ 5,584.1 | $ 5,906.2 |
Net Earnings | $ 22.2 | $ 106.6 | $ 267.3 | $ 221.5 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||||
Finished goods | $ 1,915 | $ 924.2 | ||
Work in progress | 141.4 | 87.8 | ||
Raw materials | 301.4 | 181.3 | ||
Inventories | $ 2,357.8 | $ 2,439.1 | $ 1,237 | $ 1,193.3 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) $ in Millions | Sep. 30, 2015USD ($) |
Biomet [Member] | |
Inventory [Line Items] | |
Inventory finished goods | $ 368.3 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, Gross | $ 4,288.9 | $ 3,407.1 | ||
Accumulated depreciation | (2,299.9) | (2,121.8) | ||
Property, plant and equipment, net | 1,989 | $ 1,995.6 | $ 1,297.4 | 1,285.3 |
Land [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, Gross | 40.9 | 20.4 | ||
Building And Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, Gross | 1,639.4 | 1,283.4 | ||
Capitalized Software Costs [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, Gross | 304.8 | 294.7 | ||
Instruments [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, Gross | 2,152.9 | 1,692.8 | ||
Construction in Progress [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, Gross | $ 150.9 | $ 115.8 |
Investments - Investments in Sh
Investments - Investments in Short and Long-Term Classified as Available-for-Sale Securities (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost | $ 466.4 | $ 869.3 |
Available-for-sale Securities, Gross Unrealized Gains | 0.3 | 0.1 |
Available-for-sale Securities, Gross Unrealized Losses | (0.2) | (0.5) |
Available-for-sale Securities, Fair Value | 466.5 | 868.9 |
Corporate Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost | 372.1 | 516.9 |
Available-for-sale Securities, Gross Unrealized Gains | 0.3 | 0.1 |
Available-for-sale Securities, Gross Unrealized Losses | (0.2) | (0.5) |
Available-for-sale Securities, Fair Value | 372.2 | 516.5 |
U.S. Government and Agency Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost | 66.9 | 194.3 |
Available-for-sale Securities, Fair Value | 66.9 | 194.3 |
Commercial Paper [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost | 11.5 | 57.8 |
Available-for-sale Securities, Fair Value | 11.5 | 57.8 |
Certificates of Deposit [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost | 15.9 | 100.3 |
Available-for-sale Securities, Fair Value | $ 15.9 | $ 100.3 |
Investments - Cost and Fair Val
Investments - Cost and Fair Value of Available-for-Sale Fixed-Maturity Securities by Contractual Maturity (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Amortized Cost and Fair Value Debt Securities [Abstract] | ||
Available-for-sale Securities, Debt Maturities, Due in One Year or less, Amortized Cost | $ 343.2 | |
Available-for-sale Securities, Debt Maturities, Due after One year through two Years, Amortized Cost | 123.2 | |
Available-for-sale Securities, Amortized Cost | 466.4 | $ 869.3 |
Available-for-sale Securities, Debt Maturities, Due in One Year or less, Fair Value | 343.3 | |
Available-for-sale Securities, Debt Maturities, Due after One year through two Years, Fair Value | 123.2 | |
Available-for-sale Securities, Fair Value | $ 466.5 | $ 868.9 |
Other Current Liabilities - Sum
Other Current Liabilities - Summary of Other Current and Long-Term Liabilities (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Other current liabilities: | ||
Salaries, wages and benefits | $ 276.3 | $ 167.7 |
License and service agreements | 167 | 100.2 |
Accrued interest | 113.8 | 4 |
Forward starting interest rate swaps | 59.3 | |
Litigation settlement accrual (Note 17) | 70 | |
Accrued liabilities | 572.5 | 397.3 |
Total other current liabilities | $ 1,129.6 | $ 798.5 |
Debt - Summary of Debt Instrume
Debt - Summary of Debt Instruments (Detail) $ in Millions, ¥ in Billions | Sep. 30, 2015USD ($) | Sep. 30, 2015JPY (¥) | Dec. 31, 2014USD ($) |
Long-term debt | |||
Senior Notes due | $ 8,950 | ||
Other long-term debt | 5.3 | $ 4.9 | |
Debt discount | (22.3) | (1.4) | |
Adjustment related to interest rate swaps | 34 | 24 | |
Total long-term debt | 11,689.6 | 1,425.5 | |
U.S. Term Loan [Member] | |||
Current portion of long-term debt | |||
U.S. Term Loan | 225 | ||
Long-term debt | |||
Term loan | 2,625 | ||
Senior Notes [Member] | 1.450% [Member] | Due in 2017 [Member] | |||
Long-term debt | |||
Senior Notes due | 500 | ||
Senior Notes [Member] | 2.0% [Member] | Due in 2018 [Member] | |||
Long-term debt | |||
Senior Notes due | 1,150 | ||
Senior Notes [Member] | 4.625% [Member] | Due in 2019 [Member] | |||
Long-term debt | |||
Senior Notes due | 500 | 500 | |
Senior Notes [Member] | 2.70% [Member] | Due in 2020 [Member] | |||
Long-term debt | |||
Senior Notes due | 1,500 | ||
Senior Notes [Member] | 3.375% [Member] | Due in 2021 [Member] | |||
Long-term debt | |||
Senior Notes due | 300 | 300 | |
Senior Notes [Member] | 3.150% [Member] | Due in 2022 [Member] | |||
Long-term debt | |||
Senior Notes due | 750 | ||
Senior Notes [Member] | 3.550% [Member] | Due in 2025 [Member] | |||
Long-term debt | |||
Senior Notes due | 2,000 | ||
Senior Notes [Member] | 4.250% [Member] | Due in 2035 [Member] | |||
Long-term debt | |||
Senior Notes due | 500 | ||
Senior Notes [Member] | 5.750% [Member] | Due in 2039 [Member] | |||
Long-term debt | |||
Senior Notes due | 500 | 500 | |
Senior Notes [Member] | 4.450% [Member] | Due in 2045 [Member] | |||
Long-term debt | |||
Senior Notes due | 1,250 | ||
Japan Term Loan [Member] | |||
Long-term debt | |||
Term loan | $ 97.6 | ¥ 11.7 | $ 98 |
Debt - Summary of Debt Instru56
Debt - Summary of Debt Instruments (Parenthetical) (Detail) - Senior Notes [Member] | Sep. 30, 2015 | Dec. 31, 2014 |
1.450% [Member] | Due in 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate of Senior Notes | 1.45% | |
2.0% [Member] | Due in 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate of Senior Notes | 2.00% | |
4.625% [Member] | Due in 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate of Senior Notes | 4.625% | 4.625% |
2.70% [Member] | Due in 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate of Senior Notes | 2.70% | |
3.375% [Member] | Due in 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate of Senior Notes | 3.375% | 3.375% |
3.150% [Member] | Due in 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate of Senior Notes | 3.15% | 5.75% |
3.550% [Member] | Due in 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate of Senior Notes | 3.55% | |
4.250% [Member] | Due in 2035 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate of Senior Notes | 4.25% | |
5.750% [Member] | Due in 2039 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate of Senior Notes | 5.75% | 5.75% |
4.450% [Member] | Due in 2045 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate of Senior Notes | 4.45% |
Debt - Additional Information (
Debt - Additional Information (Detail) ¥ in Billions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Mar. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Sep. 30, 2015USD ($)Ratio | Sep. 30, 2015JPY (¥) | Jun. 24, 2015USD ($) | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of Senior Notes | $ 8,950,000,000 | $ 8,950,000,000 | |||||
Other long-term debt | 17,000,000 | 17,000,000 | |||||
Payments on term loan | 150,000,000 | ||||||
Proceeds from senior notes | $ 7,650,000,000 | 7,628,200,000 | |||||
Fair value of principal amount plus interest | $ 2,798,600,000 | ||||||
Debt recognized amount | $ 22,000,000 | ||||||
Senior Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Senior credit facility | $ 4,350,000,000 | $ 4,350,000,000 | |||||
Principal amount, term loan description | (the "Senior Credit Facility") that contains (i) a 5-year unsecured term loan facility in the principal amount of $3.0 billion (the "U.S. Term Loan Facility"), and (ii) a 5-year unsecured multicurrency revolving facility in the principal amount of $1.35 billion (the "Multicurrency Revolving Facility"). | ||||||
Leverage ratio description under line of credit facility on financial covenants | Financial covenants include a consolidated indebtedness to consolidated EBITDA ratio of no greater than 5.0 to 1.0 through June 24, 2016 and no greater than 4.5 to 1.0 thereafter. | ||||||
3.375% Senior Notes due 2021 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate of Senior Notes | 3.375% | 3.375% | 3.375% | ||||
3.375% Senior Notes due 2021 [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument redemption period | 1 month | ||||||
3.375% Senior Notes due 2021 [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument redemption period | 6 months | ||||||
Multicurrency Revolving Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding Senior Credit Facility | $ 0 | $ 0 | |||||
Multicurrency Revolving Facility [Member] | Senior Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Senior credit facility | 1,350,000,000 | $ 1,350,000,000 | |||||
Debt instrument term | 5 years | ||||||
Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Estimated fair value of Senior Notes and term loan | 8,893,500,000 | $ 8,893,500,000 | |||||
Senior Notes [Member] | 1.450% [Member] | Due in 2017 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of Senior Notes | $ 500,000,000 | $ 500,000,000 | |||||
Interest rate of Senior Notes | 1.45% | 1.45% | 1.45% | ||||
Senior Notes [Member] | 2.0% [Member] | Due in 2018 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of Senior Notes | $ 1,150,000,000 | $ 1,150,000,000 | |||||
Interest rate of Senior Notes | 2.00% | 2.00% | 2.00% | ||||
Senior Notes [Member] | 2.70% [Member] | Due in 2020 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of Senior Notes | $ 1,500,000,000 | $ 1,500,000,000 | |||||
Interest rate of Senior Notes | 2.70% | 2.70% | 2.70% | ||||
Senior Notes [Member] | 3.150% [Member] | Due in 2022 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of Senior Notes | $ 750,000,000 | $ 750,000,000 | |||||
Interest rate of Senior Notes | 3.15% | 3.15% | 3.15% | 5.75% | |||
Senior Notes [Member] | 3.550% [Member] | Due in 2025 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of Senior Notes | $ 2,000,000,000 | $ 2,000,000,000 | |||||
Interest rate of Senior Notes | 3.55% | 3.55% | 3.55% | ||||
Senior Notes [Member] | 4.250% [Member] | Due in 2035 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of Senior Notes | $ 500,000,000 | $ 500,000,000 | |||||
Interest rate of Senior Notes | 4.25% | 4.25% | 4.25% | ||||
Senior Notes [Member] | 4.450% [Member] | Due in 2045 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of Senior Notes | $ 1,250,000,000 | $ 1,250,000,000 | |||||
Interest rate of Senior Notes | 4.45% | 4.45% | 4.45% | ||||
Japan Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Term loan | $ 97,600,000 | $ 97,600,000 | ¥ 11.7 | $ 98,000,000 | |||
Maturity date of term loan | May 31, 2018 | ||||||
Estimated fair value of Senior Notes and term loan | 97,200,000 | $ 97,200,000 | |||||
U.S. Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Term loan current | 225,000,000 | 225,000,000 | |||||
Term loan | 2,625,000,000 | 2,625,000,000 | |||||
Senior credit facility | $ 3,000,000,000 | ||||||
Principal payments due on a quarterly basis starting September 30, 2015, during first three years | 75,000,000 | 75,000,000 | |||||
Principal payments due on a quarterly basis starting September 30, 2015, during fourth year | 112,500,000 | 112,500,000 | |||||
Principal payments due on a quarterly basis starting September 30, 2015, during fifth year | 412,500,000 | 412,500,000 | |||||
Payments on term loan | 150,000,000 | ||||||
U.S. Term Loan [Member] | Senior Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Senior credit facility | $ 3,000,000,000 | $ 3,000,000,000 | |||||
Debt instrument term | 5 years | ||||||
Term Loan Through June 24, 2016 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum Leverage Ratio | Ratio | 5 | ||||||
Thereafter Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum Leverage Ratio | Ratio | 4.5 |
Accumulated Other Comprehensi58
Accumulated Other Comprehensive Income - Changes in Components of Other Comprehensive Income, Net of Tax (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Other Comprehensive Income Loss [Line Items] | |
Accumulated Other Comprehensive Income, Beginning Balance | $ 38.1 |
Accumulated Other Comprehensive Income, Ending Balance | (253.1) |
Foreign Currency Translation [Member] | |
Other Comprehensive Income Loss [Line Items] | |
Accumulated Other Comprehensive Income, Beginning Balance | 111.8 |
OCI before reclassifications | (276.6) |
Accumulated Other Comprehensive Income, Ending Balance | (164.8) |
Unrealized Gains on Securities [Member] | |
Other Comprehensive Income Loss [Line Items] | |
Accumulated Other Comprehensive Income, Beginning Balance | (0.4) |
OCI before reclassifications | 0.5 |
Accumulated Other Comprehensive Income, Ending Balance | 0.1 |
Defined Benefit Plan Items [Member] | |
Other Comprehensive Income Loss [Line Items] | |
Accumulated Other Comprehensive Income, Beginning Balance | (143.4) |
OCI before reclassifications | 4.7 |
Reclassifications | 6.5 |
Accumulated Other Comprehensive Income, Ending Balance | (132.2) |
Cash Flow Hedges [Member] | |
Other Comprehensive Income Loss [Line Items] | |
Accumulated Other Comprehensive Income, Beginning Balance | 70.1 |
OCI before reclassifications | 43.4 |
Reclassifications | (69.7) |
Accumulated Other Comprehensive Income, Ending Balance | $ 43.8 |
Accumulated Other Comprehensi59
Accumulated Other Comprehensive Income - Reclassification Adjustments from Accumulated Other Comprehensive Income (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Other Comprehensive Income Loss [Line Items] | |||||||
Interest income | $ 2.3 | $ 3 | $ 7.4 | $ 8.4 | |||
Provision for income taxes | 9.6 | $ (64.8) | $ 55.7 | 56.9 | $ (9.1) | 0.5 | 181.4 |
Reclassification out of Accumulated Other Comprehensive Income [Member] | |||||||
Other Comprehensive Income Loss [Line Items] | |||||||
Net of tax | 21.9 | 2.9 | 63.2 | 6.3 | |||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Cash Flow Hedges [Member] | |||||||
Other Comprehensive Income Loss [Line Items] | |||||||
Total before tax | 30.1 | 8.6 | 90.8 | 20.1 | |||
Provision for income taxes | 7.1 | 3.6 | 21.1 | 10.4 | |||
Net of tax | 23 | 5 | 69.7 | 9.7 | |||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Cash Flow Hedges [Member] | Foreign Exchange Forward Contracts [Member] | |||||||
Other Comprehensive Income Loss [Line Items] | |||||||
Cost of products sold | 30.5 | 8.7 | 91.7 | 20.4 | |||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Cash Flow Hedges [Member] | Foreign Exchange Options [Member] | |||||||
Other Comprehensive Income Loss [Line Items] | |||||||
Cost of products sold | (0.1) | (0.3) | |||||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Cash Flow Hedges [Member] | Forward Starting Interest Rate Swaps [Member] | |||||||
Other Comprehensive Income Loss [Line Items] | |||||||
Interest expenses | (0.4) | (0.9) | |||||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Defined Benefit Plan Items [Member] | |||||||
Other Comprehensive Income Loss [Line Items] | |||||||
Prior service cost | 1.1 | 1 | 3.4 | 2.9 | |||
Unrecognized actuarial (loss) | (5) | (2.9) | (13.5) | (8.6) | |||
Total before tax | (3.9) | (1.9) | (10.1) | (5.7) | |||
Provision for income taxes | (2.8) | 0.2 | (3.6) | (1.9) | |||
Net of tax | $ (1.1) | $ (2.1) | $ (6.5) | (3.8) | |||
Investments [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | |||||||
Other Comprehensive Income Loss [Line Items] | |||||||
Interest income | 0.4 | ||||||
Net of tax | $ 0.4 |
Accumulated Other Comprehensi60
Accumulated Other Comprehensive Income - Tax Effects on Each Component of Other Comprehensive Income Recognized in Statements of Comprehensive Income (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | |||||||
Foreign currency cumulative translation adjustments, Before Tax | $ (137) | $ (132.4) | $ (276.6) | $ (128.8) | |||
Unrealized cash flow hedge gains/(losses), Before Tax | 7.3 | 62.8 | 48 | 47.3 | |||
Reclassification adjustments on foreign currency hedges, Before Tax | (30.1) | (8.6) | (90.8) | (20.1) | |||
Unrealized gains/(losses) on securities, Before Tax | 0.5 | 0.2 | |||||
Reclassification adjustments on securities, Before Tax | (0.4) | ||||||
Adjustments to prior service cost and unrecognized actuarial assumptions, Before Tax | 9.3 | 1.9 | 15.5 | 5.7 | |||
Total Other Comprehensive Gain/(Loss), Before Tax | (150.5) | (76.3) | (303.4) | (96.1) | |||
Foreign currency cumulative translation adjustments, Tax | 0 | 0 | 0 | 0 | |||
Unrealized cash flow hedge gains/(losses), Tax | 3.2 | 12.9 | 4.6 | 8.8 | |||
Reclassification adjustments on foreign currency hedges, Tax | (7.1) | (3.6) | (21.1) | (10.4) | |||
Unrealized gains/(losses) on securities, Tax | 0 | 0 | 0 | 0 | |||
Reclassification adjustments on securities, Tax | 0 | 0 | |||||
Adjustments to prior service cost and unrecognized actuarial assumptions, Tax | 3.5 | (0.2) | 4.3 | 1.9 | |||
Total Other Comprehensive Gain/(Loss), Tax | (0.4) | 9.1 | (12.2) | 0.3 | |||
Foreign currency cumulative translation adjustments, net of tax | (137) | $ 10.3 | $ (149.9) | (132.4) | $ (139.6) | (276.6) | (128.8) |
Unrealized cash flow hedge gains/(losses), net of tax | 4.1 | 49.9 | 43.4 | 38.5 | |||
Reclassification adjustments on foreign currency hedges, net of tax | (23) | (5) | (69.7) | (9.7) | |||
Unrealized gains/(losses) on securities, net of tax | 0.5 | 0.2 | |||||
Reclassification adjustments on securities, net of tax | (0.4) | ||||||
Adjustments to prior service cost and unrecognized actuarial assumptions, net of tax | 5.8 | 2.1 | 11.2 | 3.8 | |||
Total Other Comprehensive Gain/(Loss), net of tax | $ (150.1) | $ (26.5) | $ (114.6) | $ (85.4) | $ (141.1) | $ (291.2) | $ (96.4) |
Fair Value Measurements of Asse
Fair Value Measurements of Assets and Liabilities - Fair Value Measurements of Assets and Liabilities (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Fair Value | $ 466.5 | $ 868.9 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Fair Value | 466.5 | 868.9 |
Total fair value measurement of assets | 615.2 | 1,018.4 |
Total fair value measurement of liabilities | 61 | |
Fair Value, Measurements, Recurring [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Fair Value | 372.2 | 516.5 |
Fair Value, Measurements, Recurring [Member] | U.S. Government and Agency Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Fair Value | 66.9 | 194.3 |
Fair Value, Measurements, Recurring [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Fair Value | 11.5 | 57.8 |
Fair Value, Measurements, Recurring [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Fair Value | 15.9 | 100.3 |
Fair Value, Measurements, Recurring [Member] | Foreign Exchange Forward Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives, current and long-term | 114.7 | 125.5 |
Derivatives, current and long-term | 1.8 | 1.7 |
Fair Value, Measurements, Recurring [Member] | Interest Rate Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives, current and long-term | 34 | 24 |
Fair Value, Measurements, Recurring [Member] | Forward Starting Interest Rate Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives, current and long-term | 59.3 | |
Fair Value Measurements at Reporting Date Using: Significant Other Observable Inputs (Level 2) [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Fair Value | 466.5 | 868.9 |
Total fair value measurement of assets | 615.2 | 1,018.4 |
Total fair value measurement of liabilities | 61 | |
Fair Value Measurements at Reporting Date Using: Significant Other Observable Inputs (Level 2) [Member] | Fair Value, Measurements, Recurring [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Fair Value | 372.2 | 516.5 |
Fair Value Measurements at Reporting Date Using: Significant Other Observable Inputs (Level 2) [Member] | Fair Value, Measurements, Recurring [Member] | U.S. Government and Agency Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Fair Value | 66.9 | 194.3 |
Fair Value Measurements at Reporting Date Using: Significant Other Observable Inputs (Level 2) [Member] | Fair Value, Measurements, Recurring [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Fair Value | 11.5 | 57.8 |
Fair Value Measurements at Reporting Date Using: Significant Other Observable Inputs (Level 2) [Member] | Fair Value, Measurements, Recurring [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Fair Value | 15.9 | 100.3 |
Fair Value Measurements at Reporting Date Using: Significant Other Observable Inputs (Level 2) [Member] | Fair Value, Measurements, Recurring [Member] | Foreign Exchange Forward Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives, current and long-term | 114.7 | 125.5 |
Derivatives, current and long-term | 1.8 | 1.7 |
Fair Value Measurements at Reporting Date Using: Significant Other Observable Inputs (Level 2) [Member] | Fair Value, Measurements, Recurring [Member] | Interest Rate Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives, current and long-term | $ 34 | 24 |
Fair Value Measurements at Reporting Date Using: Significant Other Observable Inputs (Level 2) [Member] | Fair Value, Measurements, Recurring [Member] | Forward Starting Interest Rate Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives, current and long-term | $ 59.3 |
Derivative Instruments and He62
Derivative Instruments and Hedging Activities - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative notional amount, Total | $ 1,000,000,000 | ||||
Loss on settlement of forward starting interest rate swaps | $ 97,600,000 | ||||
Expected months of hedging of inter company sales of inventory to minimize the effects of foreign exchange rate movements | 30 months | ||||
Amounts excluded from the assessment of hedge effectiveness | $ 0 | $ 0 | $ 0 | $ 0 | |
Fair value of outstanding derivative instruments, net unrealized gain deferred in other comprehensive income | 45,100,000 | 45,100,000 | |||
Fair value of outstanding derivative instruments, net unrealized gain expected to be reclassified to earnings | 105,400,000 | 105,400,000 | |||
Fair value of outstanding derivative instruments, unrealized gain net of taxes expected to be reclassified to earnings | 79,900,000 | 79,900,000 | |||
4.625% Senior Notes due 2019 [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative notional amount, Total | $ 250,000,000 | $ 250,000,000 | |||
Interest rate of Senior Notes | 4.625% | 4.625% | |||
Description of terms of interest rate derivatives terms | Receive a fixed interest rate of 4.625 percent and pay variable interest equal to the three-month LIBOR plus an average of 133 basis points. | ||||
Description of variable interest rate basis | Three-month LIBOR | ||||
4.625% Senior Notes due 2019 [Member] | LIBOR [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Interest rate swap basis spread on variable rate | 1.33% | 1.33% | |||
3.375% Senior Notes due 2021 [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative notional amount, Total | $ 300,000,000 | $ 300,000,000 | |||
Interest rate of Senior Notes | 3.375% | 3.375% | |||
Description of terms of interest rate derivatives terms | Receive a fixed interest rate of 3.375 percent and pay variable interest equal to the three-month LIBOR plus an average of 99 basis points. | ||||
Description of variable interest rate basis | Three-month LIBOR | ||||
3.375% Senior Notes due 2021 [Member] | LIBOR [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Interest rate swap basis spread on variable rate | 0.99% | 0.99% | |||
4.450% Senior Notes due 2045 [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Interest rate of Senior Notes | 4.45% | 4.45% | |||
Debt instrument term | 30 years | ||||
Cash Flow Hedges [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Fair value of outstanding derivative instruments, unrealized gain net of taxes deferred in other comprehensive income | $ 43,800,000 | $ 43,800,000 | |||
Foreign Exchange Contract [Member] | U.S. Dollars [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative notional amount, Total | 1,415,500,000 | 1,415,500,000 | |||
Foreign Exchange Contract [Member] | Swiss Francs [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative notional amount, Total | 312,100,000 | 312,100,000 | |||
Foreign Exchange Forward Contracts [Member] | Nondesignated [Member] | Minimum [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative notional amount, Total | 1,200,000,000 | 1,200,000,000 | |||
Foreign Exchange Forward Contracts [Member] | Nondesignated [Member] | Maximum [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative notional amount, Total | $ 1,700,000,000 | $ 1,700,000,000 |
Derivative Instruments and He63
Derivative Instruments and Hedging Activities - Derivative Instruments Designated as Fair Value Hedges (Detail) - Interest Rate Swaps [Member] - Interest Expense [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Gain (Loss) on Instrument | $ 10.8 | $ (4.9) | $ 10 | $ 7 |
Gain (Loss) on Hedged Item | $ (10.8) | $ 4.9 | $ (10) | $ (7) |
Derivative Instruments and He64
Derivative Instruments and Hedging Activities - Gross Unrealized Losses from Derivative Instruments (Detail) - Cash Flow Hedges [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain / (Loss) Recognized in OCI | $ 7.3 | $ 62.8 | $ 48 | $ 47.3 |
Amount of Gain / (Loss) Reclassified from OCI | 30.1 | 8.6 | 90.8 | 20.1 |
Foreign Exchange Forward Contracts [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain / (Loss) Recognized in OCI | 7.3 | 62.6 | 86.3 | 47.3 |
Foreign Exchange Forward Contracts [Member] | Cost of Products Sold [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain / (Loss) Reclassified from OCI | 30.5 | 8.7 | 91.7 | 20.4 |
Foreign Exchange Options [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain / (Loss) Recognized in OCI | 0.2 | |||
Foreign Exchange Options [Member] | Cost of Products Sold [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain / (Loss) Reclassified from OCI | $ (0.1) | $ (0.3) | ||
Forward Starting Interest Rate Swaps [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain / (Loss) Recognized in OCI | (38.3) | |||
Forward Starting Interest Rate Swaps [Member] | Interest Expense [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain / (Loss) Reclassified from OCI | $ (0.4) | $ (0.9) |
Derivative Instruments and He65
Derivative Instruments and Hedging Activities - Gains/(Losses) from Derivative Instruments Recognized in Cost of Products Sold (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Nondesignated [Member] | Foreign Exchange Forward Contracts [Member] | Other Income (Expense), Net [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains (losses) from derivative instruments not designated as hedging instruments | $ 8.4 | $ 9.7 | $ 22 | $ 5.4 |
Derivative Instruments and He66
Derivative Instruments and Hedging Activities - Fair Value of Derivative Instruments on Gross Basis (Detail) - Designated as Hedging Instrument [Member] - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $ 172.9 | $ 175.8 |
Derivative Liabilities | 26 | 87.3 |
Foreign Exchange Forward Contracts [Member] | Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 109.6 | 98.7 |
Foreign Exchange Forward Contracts [Member] | Other Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 29.3 | 53.1 |
Foreign Exchange Forward Contracts [Member] | Other Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | 15.6 | 16.4 |
Foreign Exchange Forward Contracts [Member] | Other Long-term Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | 10.4 | 11.6 |
Interest Rate Swaps [Member] | Other Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $ 34 | 24 |
Forward Starting Interest Rate Swaps [Member] | Other Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | $ 59.3 |
Derivative Instruments and He67
Derivative Instruments and Hedging Activities - Schedule of Effects of Master Netting Agreements on Condensed Consolidated Balance Sheets (Detail) - Cash Flow Hedges [Member] - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Other Current Assets [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross Amount | $ 109.6 | $ 98.7 |
Offset | 14.8 | 15.9 |
Net Amount in Balance Sheet | 94.8 | 82.8 |
Other Assets [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross Amount | 29.3 | 53.1 |
Offset | 9.4 | 10.4 |
Net Amount in Balance Sheet | 19.9 | 42.7 |
Other Current Liabilities [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross Amount | 15.6 | 16.4 |
Offset | 14.8 | 15.9 |
Net Amount in Balance Sheet | 0.8 | 0.5 |
Other Long-term Liabilities [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross Amount | 10.4 | 11.6 |
Offset | 9.4 | 10.4 |
Net Amount in Balance Sheet | $ 1 | $ 1.2 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 30.20% | 2.70% |
U.S. statutory income tax rate | 35.00% |
Retirement Benefit Plans - Comp
Retirement Benefit Plans - Components of Net Pension Expense (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ||||
Service cost | $ 7.6 | $ 6.3 | $ 22.8 | $ 19 |
Interest cost | 7.2 | 6.1 | 18.3 | 18.4 |
Expected return on plan assets | (12.3) | (10.1) | (34.1) | (30.4) |
Amortization of prior service cost | (1.1) | (1) | (3.4) | (2.9) |
Amortization of unrecognized actuarial loss | 5 | 2.9 | 13.5 | 8.6 |
Net periodic pension expense | $ 6.4 | $ 4.2 | $ 17.1 | $ 12.7 |
Retirement Benefit Plans - Addi
Retirement Benefit Plans - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
U.S. and Puerto Rico [Member] | |
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |
Contribution towards defined benefit plans | $ 0 |
Expected contribution during remainder of year | 0 |
Foreign-based Defined Benefit Plans [Member] | |
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |
Contribution towards defined benefit plans | 11,400,000 |
Expected contribution during remainder of year | $ 3,600,000 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Weighted Average Share for Basic and Diluted Share Computations (Detail) - shares shares in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | |||||
Weighted average shares outstanding for basic net earnings per share | 203.5 | 169 | 182.1 | 168.8 | |
Effect of dilutive stock options and other equity awards | 2.2 | 2.7 | 2.6 | 2.7 | |
Weighted average shares outstanding for diluted net earnings per share | 205.7 | 171.7 | 171.5 | 184.7 | 171.5 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Earnings Per Share [Abstract] | ||
Options to purchase shares of common stock not included in the computation of diluted earnings per share | 2.2 | 0.7 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015Segment | |
Segment Reporting [Abstract] | |
Number of geographic segments | 3 |
Segment Information - Summary o
Segment Information - Summary of Net Sales and Segment Operating Profit (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||
Net Sales | $ 1,762.2 | $ 1,106 | $ 4,064.2 | $ 3,450.4 | |||
Operating profit | 116 | 255.2 | 253.8 | 811 | |||
Intangible asset amortization | (122.6) | (20.6) | (176) | (72) | |||
Certain claims | 0.3 | (7.7) | (21.5) | ||||
Special items | (195.9) | $ (469.2) | $ (86.8) | (65.9) | $ (556) | (751.9) | (164.3) |
Operating Segments [Member] | Americas [Member] | |||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||
Net Sales | 1,133.5 | 637.9 | 2,458.2 | 1,916.3 | |||
Operating profit | 549.7 | 316.8 | 1,217.6 | 947.4 | |||
Operating Segments [Member] | EMEA [Member] | |||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||
Net Sales | 375.2 | 270.7 | 964.2 | 932.3 | |||
Operating profit | 105.1 | 82.7 | 321.4 | 302.5 | |||
Operating Segments [Member] | Asia Pacific [Member] | |||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||
Net Sales | 253.5 | 197.4 | 641.8 | 601.8 | |||
Operating profit | 121.6 | 90.8 | 317.4 | 286.6 | |||
Segment Reconciling Items [Member] | |||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||
Inventory step-up and other inventory and manufacturing related charges | (132.6) | (7.7) | (151.2) | (32.9) | |||
Intangible asset amortization | (122.6) | (20.6) | (176) | (72) | |||
Certain claims | 0.3 | (7.7) | (21.5) | ||||
Special items | (195.9) | (65.9) | (751.9) | (164.3) | |||
Global operations and corporate functions | $ (209.3) | $ (141.2) | $ (515.8) | $ (434.8) |
Segment Information - Summary75
Segment Information - Summary of Net Sales by Product Category (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenue from External Customer [Line Items] | ||||
Net Sales | $ 1,762.2 | $ 1,106 | $ 4,064.2 | $ 3,450.4 |
Knees [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Net Sales | 632 | 443.3 | 1,564.8 | 1,398.9 |
Hips [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Net Sales | 434.5 | 315.6 | 1,066.8 | 988.3 |
S.E.T [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Net Sales | 371 | 208.6 | 811.1 | 634.1 |
Dental [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Net Sales | 103.4 | 53.9 | 220.2 | 176 |
Spine And CMF [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Net Sales | 147.7 | 51 | 256.1 | 151.5 |
Other [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Net Sales | $ 73.6 | $ 33.6 | $ 145.2 | $ 101.6 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 93 Months Ended | ||||||
Jul. 31, 2015USD ($) | Dec. 31, 2008EUR (€) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Patents | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Patents | Oct. 19, 2015USD ($) | Mar. 01, 2013USD ($) | Jun. 10, 2011USD ($) | |
Loss Contingencies [Line Items] | ||||||||||
Certain claims | $ (300,000) | $ 7,700,000 | $ 21,500,000 | |||||||
Compensatory damages awarded | $ 27,600,000 | |||||||||
Percentage of fault apportioned to plaintiffs | 30.00% | |||||||||
Percentage of fault apportioned to company | 34.00% | |||||||||
Percentage of fault apportioned to unrelated third party | 36.00% | |||||||||
Verdict in full and entered judgment | $ 20,300,000 | |||||||||
Compensatory damages vacated | $ 27,600,000 | |||||||||
Durom Cup Related Claims [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Certain claims related expense | $ 21,500,000 | $ 479,400,000 | ||||||||
Certain claims | 7,700,000 | |||||||||
Estimated liability outstanding | 322,900,000 | 322,900,000 | ||||||||
Estimated liability classified as short-term | 50,000,000 | 50,000,000 | ||||||||
Estimated liability classified as long-term | 272,900,000 | 272,900,000 | ||||||||
Durom Cup Related Claims [Member] | Other Assets [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Estimated insurance recoveries | 95,300,000 | 95,300,000 | ||||||||
Heraeus Trade Secret Misappropriation Lawsuits [Member] | Minimum [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Loss Contingency, Damages incurred | € | € 30,000,000 | |||||||||
Biomet Metal On Metal Hip Implant Claims [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Estimated liability classified as short-term | $ 39,300,000 | $ 39,300,000 | ||||||||
Stryker Corporation [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of patents infringed | Patents | 3 | 3 | ||||||||
Monetary damages for lost profits | $ 70,000,000 | |||||||||
Estimated charges | $ 90,300,000 | $ 70,000,000 | ||||||||
Stryker Corporation [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Estimated charges | $ 140,000,000 |