Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 8-May-15 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | IMS | |
Entity Registrant Name | IMS Health Holdings, Inc. | |
Entity Central Index Key | 1595262 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 338,578,244 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Financial Position (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Current Assets: | ||
Cash and cash equivalents | $639 | $390 |
Restricted cash | 21 | 24 |
Accounts receivable, net | 380 | 330 |
Other current assets | 271 | 270 |
Total Current Assets | 1,311 | 1,014 |
Property, plant and equipment, at cost | 296 | 291 |
Less accumulated depreciation | -144 | -138 |
Property, plant and equipment, net | 152 | 153 |
Computer software, net | 252 | 258 |
Goodwill | 3,339 | 3,417 |
Other identifiable intangibles, net | 2,053 | 2,142 |
Other assets | 156 | 166 |
Total Assets | 7,263 | 7,150 |
Current Liabilities: | ||
Accounts payable | 93 | 87 |
Accrued and other current liabilities | 409 | 481 |
Current portion of long-term debt | 48 | 50 |
Deferred revenues | 190 | 167 |
Total Current Liabilities | 740 | 785 |
Postretirement and postemployment benefits | 91 | 95 |
Long-term debt | 3,899 | 3,743 |
Deferred tax liability | 674 | 904 |
Other liabilities | 71 | 81 |
Total Liabilities | 5,475 | 5,608 |
Commitments and Contingencies (Note 9) | ||
Shareholders’ Equity: | ||
Common Stock, $0.01 par value, 700.0 shares authorized, 337.6 and 335.6 shares issued at March 31, 2015 and December 31, 2014, respectively | 3 | 3 |
Capital in excess of par | 2,003 | 1,975 |
Retained earnings (Accumulated deficit) | 89 | -209 |
Treasury stock, at cost, 0.8 shares at March 31, 2015 and December 31, 2014, respectively | -10 | -10 |
Accumulated other comprehensive loss | -297 | -217 |
Total Shareholders’ Equity | 1,788 | 1,542 |
Total Liabilities and Shareholders’ Equity | $7,263 | $7,150 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Financial Position (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $0.01 | $0.01 |
Common Stock, shares authorized | 700,000,000 | 700,000,000 |
Common Stock, shares issued | 337,600,000 | 335,600,000 |
Treasury stock, shares | 800,000 | 800,000 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Revenue | $632 | $645 |
Information | 354 | 381 |
Technology services | 278 | 264 |
Operating costs of information, exclusive of depreciation and amortization | 157 | 164 |
Direct and incremental costs of technology services, exclusive of depreciation and amortization | 138 | 136 |
Selling and administrative expenses, exclusive of depreciation and amortization | 137 | 171 |
Depreciation and amortization | 96 | 107 |
Severance, impairment and other charges | 13 | |
Operating Income | 91 | 67 |
Interest income | 2 | |
Interest expense | -37 | -89 |
Other income (loss), net | 4 | -17 |
Non-Operating Loss, Net | -33 | -104 |
Income (loss) before income taxes | 58 | -37 |
Benefit from income taxes | 240 | 13 |
Net Income (Loss) | 298 | -24 |
Earnings (Loss) per Share Attributable to Common Shareholders: | ||
Basic | $0.89 | ($0.09) |
Diluted | $0.86 | ($0.09) |
Weighted-Average Common Shares Outstanding: | ||
Basic | 335.5 | 279.9 |
Diluted | 345.3 | 279.9 |
Other Comprehensive (Loss) Income: | ||
Net Income (Loss) | 298 | -24 |
Cumulative translation adjustment (net of taxes of $(48) and $(2), respectively) | -77 | 18 |
Unrealized gains (losses) on derivatives (net of taxes of $(1) and $—, respectively) | 1 | -1 |
Gains on derivative instruments, reclassified into earnings (net of taxes of $2 and $—, respectively) | -4 | -1 |
Other Comprehensive (Loss) Income | -80 | 16 |
Total Comprehensive Income (Loss) | $218 | ($8) |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Other Comprehensive Income Loss Tax [Abstract] | ||
Cumulative translation adjustment, taxes | ($48) | ($2) |
Unrealized gains (losses) on derivatives, taxes | -1 | |
Gains on derivative instruments, reclassified into earnings, taxes | $2 |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash Flows from Operating Activities: | ||
Net Income (Loss) | $298 | ($24) |
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by (Used in) Operating Activities: | ||
Depreciation and amortization | 96 | 107 |
Loss on extinguishment of debt | 11 | |
Deferred income taxes | -262 | -38 |
Non-cash stock-based compensation charges | 6 | 31 |
Non-cash gains on derivative instruments | -1 | -4 |
Non-cash amortization of debt original issue discount and debt issuance costs | 2 | 10 |
Loss on Venezuela remeasurement | 7 | |
Excess tax benefits from stock-based compensation | -11 | |
Other | 1 | |
Change in assets and liabilities, excluding effects from acquisitions and dispositions: | ||
Net increase in accounts receivable | -52 | -70 |
Net increase in other current assets | -6 | -13 |
Net increase in accounts payable | 5 | 31 |
Net decrease in accrued and other current liabilities | -71 | -134 |
Net increase in deferred revenues | 22 | 10 |
Increase in pension assets (net of liabilities) | -6 | -9 |
Decrease (increase) in other long-term assets (net of long-term liabilities) | 2 | -11 |
Net Cash Provided by (Used in) Operating Activities | 30 | -103 |
Cash Flows from Investing Activities: | ||
Capital expenditures | -9 | -33 |
Additions to computer software | -23 | -21 |
Payments for acquisitions of businesses, net of cash acquired | -26 | -1 |
Other investing activities, net | -1 | -1 |
Net Cash Used in Investing Activities | -59 | -56 |
Cash Flows from Financing Activities: | ||
Borrowings under revolving credit facility | 97 | 6 |
Repayments of revolving credit facility | -106 | -6 |
Proceeds from issuance of debt | 296 | |
Repayments of debt | -13 | |
Debt issuance costs and amendment fees | -4 | -22 |
Contingent consideration and deferred purchase price payments | -4 | -1 |
Proceeds from equity plan activity | 10 | 1 |
Excess tax benefits from stock-based compensation | 11 | |
Payments for initial public offering costs | -2 | |
Other financing activities | -3 | |
Net Cash Provided by (Used in) Financing Activities | 287 | -27 |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | -9 | 1 |
Increase (Decrease) in Cash and Cash Equivalents | 249 | -185 |
Cash and Cash Equivalents, Beginning of Period | 390 | 725 |
Cash and Cash Equivalents, End of Period | $639 | $540 |
Condensed_Consolidated_Stateme5
Condensed Consolidated Statements of Shareholders' Equity (USD $) | Total | Gains on Derivative Instruments Reclassified into Earnings | Common Stock | Treasury Stock | Capital in Excess of Par | Retained Earnings (Accumulated Deficit) | Cumulative Translation Adjustment | Unrealized Gains on Derivative Instruments | Unamortized Postretirement and Postemployment Adjustment | Accumulated Other Comprehensive Loss |
In Millions | ||||||||||
Balance at Dec. 31, 2014 | $1,542 | ($4) | $3 | ($10) | $1,975 | ($209) | ($169) | $3 | ($47) | ($217) |
Balance, treasury shares at Dec. 31, 2014 | 0.8 | 0.8 | ||||||||
Balance, common shares at Dec. 31, 2014 | 335.6 | 335.6 | ||||||||
Net income | 298 | 298 | ||||||||
Issuances of common stock | 11 | 11 | ||||||||
Issuances of common stock, Shares | 2 | |||||||||
Stock-based compensation expense | 6 | 6 | ||||||||
Net tax benefit on stock-based compensation | 11 | 11 | ||||||||
Cumulative translation adjustments, net of tax | -77 | -77 | -77 | |||||||
Unrealized losses on derivative instruments, net of tax | 1 | 1 | 1 | |||||||
Losses on derivative instruments reclassified into earnings, net of tax | -4 | -4 | -4 | |||||||
Balance at Mar. 31, 2015 | $1,788 | ($8) | $3 | ($10) | $2,003 | $89 | ($246) | $4 | ($47) | ($297) |
Balance, treasury shares at Mar. 31, 2015 | 0.8 | 0.8 | ||||||||
Balance, common shares at Mar. 31, 2015 | 337.6 | 337.6 |
Basis_of_Presentation_and_Rece
Basis of Presentation and Recently Issued Accounting Standards | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Recently Issued Accounting Standards | Note 1. Basis of Presentation and Recently Issued Accounting Standards |
Background | |
IMS Health Holdings, Inc. (the “Company”) is a leading global information and technology services company providing clients in the healthcare industry with comprehensive solutions to measure and improve their performance. The Company has one of the largest and most comprehensive collections of healthcare information in the world, spanning sales, prescription and promotional data, medical claims, electronic medical records and social media. For information offerings, the Company receives data without patient identifiers and standardizes, organizes, structures and integrates this data by applying its sophisticated analytics and leveraging its global technology infrastructure to help its clients run their organizations more efficiently and make better decisions to improve their operational and financial performance. The Company has a presence in over 100 countries and generated 63% of its 2014 revenue from outside the United States. | |
The Company serves key healthcare organizations and decision makers around the world, spanning the breadth of life science companies, including pharmaceutical, biotechnology, consumer health and medical device manufacturers, as well as distributors, providers, payers, government agencies, policymakers, researchers and the financial community. The Company’s information and technology services offerings, which it has developed with significant investment over its 60-year history, are deeply integrated into its clients’ workflow. | |
Basis of Presentation | |
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. The Condensed Consolidated Financial Statements do not include all the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, all of which are of a normal recurring nature, considered necessary for a fair statement of financial position, results of operations and comprehensive loss, cash flows and shareholders’ equity for the periods presented have been included. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. The December 31, 2014 Condensed Consolidated Statement of Financial Position was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and related notes of IMS Health Holdings, Inc. included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. Certain prior year amounts have been reclassified to conform to the 2015 presentation. Amounts presented in the Condensed Consolidated Financial Statements may not add due to rounding. | |
Recently Issued Accounting Standards | |
In April 2015, the Financial Accounting Standards Board (“FASB”) issued guidance to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement. Under the new guidance, if a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance is effective for the Company’s interim and annual periods beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating this guidance to determine any potential impact that it may have on its financial results. | |
Also in April 2015, the FASB issued guidance on the presentation of debt issuance costs. The guidance requires the presentation of debt issuance costs as a direct deduction from the related debt liability rather than as an asset. The guidance is effective for the Company’s interim and annual periods beginning after December 15, 2015. At March 31, 2015, the Company had unamortized debt issuance costs of $57 million included in Other assets. | |
In April 2014, the FASB issued guidance which changed the criteria for reporting discontinued operations and modifies the related disclosure requirements. Additionally, the new guidance requires that a business which qualifies as held for sale upon acquisition should be reported as discontinued operations. The Company adopted the new guidance on January 1, 2015, and it is applied prospectively. As such, the Company will apply this standard to any new disposals or new classifications of disposal groups as held for sale which occur on or after January 1, 2015. |
Acquisitions
Acquisitions | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Business Combinations [Abstract] | |||||||
Acquisitions | Note 2. Acquisitions | ||||||
The Company makes acquisitions to enhance its capabilities and offerings in certain areas, including technology services. During the three months ended March 31, 2015, the Company completed one non-U.S. acquisition of a business that performs sourcing and commercial reporting of drug utilization data for the pharmaceutical industry. The business combination was accounted for under the acquisition method of accounting, and as such, the aggregate purchase price was allocated on a preliminary basis to the assets acquired and liabilities assumed based on estimated fair values as of the closing date. The purchase price allocation will be finalized after the completion of the valuation of certain intangible assets and any adjustments to the preliminary purchase price allocation are not expected to have a material impact on the Company’s results of operations. The Condensed Consolidated Financial Statements include the results of the acquisition subsequent to its closing. Had the acquisition occurred as of the beginning of 2014, the impact on the Company’s results of operations would not have been material. | |||||||
Summary Financial Information | |||||||
Financial information related to the acquisition is as follows: | |||||||
Weighted-Average | March 31, | ||||||
(in millions) | Amortization Period | 2015 | |||||
Total cost of acquisition | $ | 27 | |||||
Amounts recorded in the Condensed Consolidated Statements of Financial Position: | |||||||
Goodwill | $ | 11 | |||||
Portion of goodwill deductible for tax purposes | — | ||||||
Intangible assets: | |||||||
Client relationships | 10 years | $ | 18 | ||||
Covenant not to compete | 3 years | 2 | |||||
Databases | 1 year | 1 | |||||
Trade names | 3 years | 1 | |||||
Total intangible assets | $ | 22 | |||||
Contingent consideration | |||||||
Under the terms of certain acquisition-related purchase agreements, the Company may be required to pay additional amounts as contingent consideration based on the achievement of certain financial performance related metrics, ranging from $0 to $21 million through 2017. The Company’s contingent consideration recorded on the balance sheet was approximately $21 million and $24 million at March 31, 2015 and December 31, 2014, respectively. The fair value measurement of this contingent consideration is classified within Level 3 of the fair value hierarchy (see Note 5) and reflects the Company’s own assumptions in measuring fair values using the income approach. In developing these estimates, the Company considered certain performance projections, historical results, and industry trends. Changes in the fair value estimates are included in Selling and administrative expenses. | |||||||
Goodwill_and_Identifiable_Inta
Goodwill and Identifiable Intangible Assets | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||
Goodwill and Identifiable Intangible Assets | Note 3. Goodwill and Identifiable Intangible Assets | ||||||||||||||||||||
The following table sets forth changes in the Company’s goodwill for the three months ended March 31, 2015. | |||||||||||||||||||||
(in millions) | Goodwill | ||||||||||||||||||||
Balance at December 31, 2014 | $ | 3,417 | |||||||||||||||||||
Goodwill assigned in purchase price allocations (see Note 2) | 11 | ||||||||||||||||||||
Foreign currency translation adjustments and other | (89 | ) | |||||||||||||||||||
Balance at March 31, 2015 | $ | 3,339 | |||||||||||||||||||
The gross carrying amounts, related accumulated amortization and the weighted average amortization periods of the Company’s intangible assets are listed in the following table: | |||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||
(in millions) | Gross | Accumulated | Weighted Average | Gross | Accumulated | ||||||||||||||||
Carrying | Amortization | Amortization | Carrying | Amortization | |||||||||||||||||
Amount | Period (Years) | Amount | |||||||||||||||||||
Databases | $ | 644 | $ | (626 | ) | — | $ | 679 | $ | (639 | ) | ||||||||||
Client Relationships | 2,035 | (614 | ) | 14 | 2,051 | (592 | ) | ||||||||||||||
Trade Names (Finite-Lived) | 137 | (39 | ) | 14 | 142 | (38 | ) | ||||||||||||||
Trade Names (Indefinite-Lived) | 501 | — | N/A | 523 | — | ||||||||||||||||
Covenants not to compete and other | 32 | (17 | ) | 2 | 32 | (16 | ) | ||||||||||||||
Total Intangible Assets | $ | 3,349 | $ | (1,296 | ) | 10 | $ | 3,427 | $ | (1,285 | ) | ||||||||||
Intangible asset amortization expense was $58 million and $73 million during the three months ended March 31, 2015 and 2014, respectively. Based on current estimated useful lives, amortization expense associated with intangible assets at March 31, 2015 is estimated to be as follows: | |||||||||||||||||||||
(in millions) | Amortization | ||||||||||||||||||||
Year ended December 31, | Expense | ||||||||||||||||||||
Remainder of 2015 | $ | 114 | |||||||||||||||||||
2016 | 148 | ||||||||||||||||||||
2017 | 136 | ||||||||||||||||||||
2018 | 132 | ||||||||||||||||||||
2019 | 130 | ||||||||||||||||||||
Thereafter | 892 | ||||||||||||||||||||
Severance_Impairment_and_Other
Severance, Impairment and Other Charges | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Restructuring And Related Activities [Abstract] | |||||||||||||
Severance, Impairment and Other Charges | Note 4. Severance, Impairment and Other Charges | ||||||||||||
As a result of ongoing cost reduction efforts, the Company recorded severance charges consisting of global workforce reductions to streamline its organization. The following table sets forth the activity in the Company’s severance-related reserves for the three months ended March 31, 2015: | |||||||||||||
(in millions) | 2015 Plan(1) | 2014 Plan(2) | 2013 Plan(3) | ||||||||||
Balance at December 31, 2014 | $ | — | $ | 11 | $ | 7 | |||||||
Charges | 12 | — | — | ||||||||||
Cash payments | — | (6 | ) | (1 | ) | ||||||||
Balance at March 31, 2015 | $ | 12 | $ | 5 | $ | 6 | |||||||
(1) | In the first quarter of 2015, the Company implemented a restructuring plan (the “2015 Plan”) and recorded a pre-tax severance charge of $12 million. The Company expects that cash outlays related to the 2015 Plan will be substantially complete by the end of 2016. | ||||||||||||
(2) | In May 2014, the Company implemented a restructuring plan (the “2014 Plan”) and recorded pre-tax severance charges of $22 million over the course of the year. The Company expects that cash outlays related to the 2014 Plan will be substantially complete by the end of 2016. | ||||||||||||
(3) | In December 2013, the Company implemented a restructuring plan (the “2013 Plan”) and recorded a pre-tax severance charge of $12 million. The Company expects that cash outlays related to the 2013 Plan will be substantially complete by the end of 2015. |
Derivatives_and_Fair_Value
Derivatives and Fair Value | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||
Derivatives And Fair Value Disclosure [Abstract] | |||||||||||||||||||||||||||||
Derivatives and Fair Value | Note 5. Derivatives and Fair Value | ||||||||||||||||||||||||||||
Foreign exchange risk management | |||||||||||||||||||||||||||||
The Company transacts business in more than 100 countries and is subject to risks associated with changing foreign exchange rates. The Company’s objective is to reduce earnings and cash flow volatility associated with foreign exchange rate changes. Accordingly, the Company enters into foreign currency forward contracts to minimize the impact of foreign exchange movements on non–functional currency assets and liabilities and to hedge non-U.S. Dollar anticipated royalties (“Royalty Hedging”). It is the Company’s policy to enter into foreign currency transactions only to the extent necessary to meet its objectives as stated above. The Company does not enter into foreign currency transactions for investment or speculative purposes. The principal currencies hedged are the Euro, the Japanese Yen, the Swiss Franc and the Canadian Dollar. | |||||||||||||||||||||||||||||
The forward contracts entered into for balance sheet risk management purposes are not designated as hedges and are carried at fair value, with changes in the fair value recorded to Other income (loss), net in the Condensed Consolidated Statements of Comprehensive Income (Loss). These contracts do not subject the Company to material balance sheet risk because gains and losses on these derivatives are intended to offset gains and losses on the assets and liabilities being hedged. | |||||||||||||||||||||||||||||
The forward contracts entered into for Royalty Hedging purposes are designated as hedges and are carried at fair value, with changes in the fair value recorded to Accumulated Other Comprehensive Income (Loss) (“AOCI”). The change in fair value is reclassified from AOCI to earnings in the quarter in which the hedged royalty is paid. These contracts have various expiration dates through February 2016. | |||||||||||||||||||||||||||||
The following table details the components of foreign exchange gain (loss) included in Other income (loss), net on the Condensed Consolidated Statements of Comprehensive Income (Loss): | |||||||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||||||
March 31, | |||||||||||||||||||||||||||||
(in millions) | 2015 | 2014 | |||||||||||||||||||||||||||
Revaluation of other non-functional currency assets and liabilities(1) | $ | — | $ | (4 | ) | ||||||||||||||||||||||||
Effect of derivatives | 4 | — | |||||||||||||||||||||||||||
Total foreign exchange gain (loss) | $ | 4 | $ | (4 | ) | ||||||||||||||||||||||||
-1 | The three months ended March 31, 2015 included a $7 million charge related to a change in the exchange rate used to remeasure the Company’s Venezuelan Bolívar account balances, offset by $7 million in revaluation of other non-functional assets and liabilities. The charge for the remeasurement of the Bolívar account balances is further described below in this Note. | ||||||||||||||||||||||||||||
Net Investment Risk Management | |||||||||||||||||||||||||||||
Beginning in April 2014, the Company designated its foreign currency denominated debt as a hedge of net investment in foreign subsidiaries to reduce the volatility in shareholders’ equity caused by changes in the Euro exchange rate with respect to the U.S. Dollar. As of March 31, 2015, these borrowings (net of original issue discount) were €1,137 million ($1,223 million). The effective portion of foreign exchange gains or losses on the remeasurement of the debt is recognized in the cumulative translation adjustment component of AOCI with the related offset in long-term debt. Those amounts would be reclassified from AOCI to earnings upon the sale or substantial liquidation of these net investments. The amount of foreign exchange gains related to the net investment hedges included in cumulative translation adjustment for the three months ended March 31, 2015 was $122 million. | |||||||||||||||||||||||||||||
Interest Rate Risk Management | |||||||||||||||||||||||||||||
The Company purchases interest rate caps and entered into interest rate swap agreements for purposes of managing its risk in interest rate fluctuations. | |||||||||||||||||||||||||||||
In April 2014, the Company purchased U.S. Dollar denominated interest rate caps (“2014 Caps”) for a total notional value of $1 billion at strike rates ranging between 2% and 3%. These caps are effective at various times between April 2014 and April 2016, and expire at various times between April 2017 and April 2019. The 2014 Caps are designated as cash flow hedges. The 2014 Caps are in addition to the U.S. Dollar and Euro denominated interest rate caps that the Company purchased in May 2010 (“2010 Caps”). The 2010 Caps have strike rates of 4% and expired at various times through January 2015. The 2010 Caps are not designated as cash flow hedges. | |||||||||||||||||||||||||||||
The Company also entered into U.S. Dollar and Euro denominated interest rate swap agreements in April 2014 (“2014 Swaps”) to hedge interest rate exposure on notional amounts of approximately $600 million of its borrowings. The 2014 swaps were effective between April and June 2014, and expire at various times from March 2017 through March 2021. On these agreements, the Company pays a fixed rate ranging from 1.4% to 2.1% and receives a variable rate of interest equal to the greater of three-month U.S. Dollar London Interbank Offered Rate (“LIBOR”) or three-month Euro Interbank Offered Rate (“EURIBOR”), and 1%. The 2014 Swaps are designated as cash flow hedges. The Company also entered into interest rate swap agreements in May 2010 (“2010 Swaps”) to hedge interest rate exposure on notional amounts of $375 million of its borrowings. The 2010 Swaps were effective January 2012, and expire at various times through January 2016. On these agreements, the Company pays a fixed rate ranging from 3% to 3.3% and receives a variable rate of interest equal to the three-month LIBOR. The 2010 Swaps are not designated as cash flow hedges. | |||||||||||||||||||||||||||||
The fair values of derivative instruments in the Condensed Consolidated Statements of Financial Position are as follows: | |||||||||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||||||||||
Fair Value of Derivative | U.S. Dollar | Fair Value of Derivative | U.S. Dollar | ||||||||||||||||||||||||||
(in millions) | Balance Sheet Caption | Asset | Liability | Notional | Asset | Liability | Notional | ||||||||||||||||||||||
Derivatives Designated as Hedging Instruments: | |||||||||||||||||||||||||||||
Foreign exchange contracts | Accounts receivable/ | $ | 19 | $ | — | $ | 197 | $ | 18 | $ | — | $ | 189 | ||||||||||||||||
Accounts payable | |||||||||||||||||||||||||||||
Interest rate caps | Non-Current Assets | 8 | — | 1,000 | 12 | — | 1,000 | ||||||||||||||||||||||
Interest rate swaps | See below(1) | — | 12 | 512 | — | 12 | 553 | ||||||||||||||||||||||
Derivatives not Designated as Hedging Instruments: | |||||||||||||||||||||||||||||
Foreign exchange contracts | Accounts receivable/ | 1 | 2 | 131 | — | 2 | 93 | ||||||||||||||||||||||
Accounts payable | |||||||||||||||||||||||||||||
Interest rate swaps | See below(1) | — | 3 | 100 | — | 4 | 225 | ||||||||||||||||||||||
Total Derivatives | $ | 28 | $ | 17 | $ | 30 | $ | 18 | |||||||||||||||||||||
-1 | $3 million included in Accrued and other current liabilities and $12 million included in Other liabilities at March 31, 2015 and $1 million included in Accrued and other current liabilities and $15 million included in Other liabilities at December 31, 2014 in the Condensed Consolidated Statements of Financial Position. | ||||||||||||||||||||||||||||
For derivatives designated as hedges, the Company assesses, both at the inception of the hedge and on an ongoing basis, whether the derivatives are highly effective in offsetting changes in fair values or cash flows of hedged items. If it is determined that a derivative ceases to be highly effective as a hedge, the Company will discontinue hedge accounting with respect to that derivative prospectively. When it is probable that a hedged forecasted transaction will not occur, the Company discontinues hedge accounting for the affected portion of the forecasted transaction, and reclassifies gains or losses that were accumulated in AOCI to earnings in Other income (loss), net on the Condensed Consolidated Statements of Comprehensive Income (Loss). Cash flows are classified consistent with the underlying hedged item. | |||||||||||||||||||||||||||||
The effects of derivative instruments in cash flow hedging relationships on the Condensed Consolidated Statements of Comprehensive Income (Loss) are as follows: | |||||||||||||||||||||||||||||
Effect of Derivatives on Financial Performance | |||||||||||||||||||||||||||||
(in millions) | Amount of Income/(Loss) | Location of Income/(Loss) | Amount of | ||||||||||||||||||||||||||
Recognized in AOCI | Reclassified from AOCI | Income/(Loss) | |||||||||||||||||||||||||||
into Earnings | Reclassified from | ||||||||||||||||||||||||||||
AOCI into Earnings | |||||||||||||||||||||||||||||
Three Months Ended March 31, | 2015 | 2014 | 2015 | 2014 | |||||||||||||||||||||||||
Foreign exchange contracts | $ | 7 | $ | (1 | ) | Other income (loss), net | $ | 6 | $ | 1 | |||||||||||||||||||
Interest rate derivatives | (4 | ) | — | Interest expense | — | — | |||||||||||||||||||||||
The pre-tax gain (loss) recognized in earnings on derivatives not designated as hedging instruments was as follows: | |||||||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||||||
March 31, | |||||||||||||||||||||||||||||
(in millions) | 2015 | 2014 | |||||||||||||||||||||||||||
Foreign exchange contracts(1) | $ | (2 | ) | $ | — | ||||||||||||||||||||||||
Interest rate derivatives(2) | — | — | |||||||||||||||||||||||||||
Total derivatives not designated as hedging instruments | $ | (2 | ) | $ | — | ||||||||||||||||||||||||
-1 | Included in Other income (loss), net | ||||||||||||||||||||||||||||
-2 | Included in interest expense | ||||||||||||||||||||||||||||
Changes in the fair value of derivatives that are designated as cash flow hedges are recorded in AOCI to the extent effective and reclassified into earnings in the same period or periods during which the transaction hedged by that derivative also affects earnings. The Company expects $15 million of pre-tax unrealized gains related to its foreign exchange contracts and interest rate derivatives included in AOCI at March 31, 2015 to be reclassified into earnings within the next twelve months. | |||||||||||||||||||||||||||||
Fair value disclosures | |||||||||||||||||||||||||||||
The Company is subject to authoritative guidance which requires a three-level hierarchy for disclosure of fair value measurements as follows: | |||||||||||||||||||||||||||||
Level 1 — | Quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||||||||||||||
Level 2 — | Quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets; and model-derived valuations in which all significant inputs are observable in active markets. | ||||||||||||||||||||||||||||
Level 3 — | Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. | ||||||||||||||||||||||||||||
The carrying values of cash, cash equivalents, restricted cash, accounts receivable and accounts payable approximated their fair values at March 31, 2015 and December 31, 2014 due to the short-term nature of these instruments. At March 31, 2015 and December 31, 2014, the fair value of total debt approximated $3,992 million and $3,799 million, respectively, as determined under Level 2 measurements based on quoted prices for these financial instruments. | |||||||||||||||||||||||||||||
Recurring measurements | |||||||||||||||||||||||||||||
The following tables summarize assets and liabilities measured at fair value on a recurring basis at the dates indicated: | |||||||||||||||||||||||||||||
Basis of Fair Value Measurements | |||||||||||||||||||||||||||||
31-Mar-15 | |||||||||||||||||||||||||||||
(in millions) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||||||
Derivatives | — | 28 | — | 28 | |||||||||||||||||||||||||
Total | $ | — | $ | 28 | $ | — | $ | 28 | |||||||||||||||||||||
Liabilities | |||||||||||||||||||||||||||||
Contingent consideration | $ | — | $ | — | $ | 21 | $ | 21 | |||||||||||||||||||||
Derivatives | — | 17 | — | 17 | |||||||||||||||||||||||||
Total | $ | — | $ | 17 | $ | 21 | $ | 38 | |||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||||||||||
(in millions) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||||||
Derivatives | — | 30 | — | 30 | |||||||||||||||||||||||||
Total | $ | — | $ | 30 | $ | — | $ | 30 | |||||||||||||||||||||
Liabilities | |||||||||||||||||||||||||||||
Contingent consideration | $ | — | $ | — | $ | 24 | $ | 24 | |||||||||||||||||||||
Derivatives | — | 18 | — | 18 | |||||||||||||||||||||||||
Total | $ | — | $ | 18 | $ | 24 | $ | 42 | |||||||||||||||||||||
Derivatives consist of foreign exchange contracts and interest rate caps and swaps. The fair value of foreign exchange contracts is based on observable market inputs of spot and forward rates. The fair value of the interest rate caps and swaps is the estimated amount that the Company would receive or pay to terminate such agreements, taking into account market interest rates and the remaining time to maturities. | |||||||||||||||||||||||||||||
The following table summarizes Level 3 acquisition-related contingent consideration liabilities (see Note 2) carried at fair value on a recurring basis with the use of unobservable inputs for the period indicated. | |||||||||||||||||||||||||||||
(in millions) | Contingent | ||||||||||||||||||||||||||||
Consideration | |||||||||||||||||||||||||||||
Liabilities | |||||||||||||||||||||||||||||
Balance at December 31, 2014 | $ | 24 | |||||||||||||||||||||||||||
Cash payments | (1 | ) | |||||||||||||||||||||||||||
Changes in fair value estimates and foreign currency translation adjustments | (2 | ) | |||||||||||||||||||||||||||
Balance at March 31, 2015 | $ | 21 | |||||||||||||||||||||||||||
Venezuelan Bolívars | |||||||||||||||||||||||||||||
The Company’s Swiss operating subsidiary, IMS AG, maintains certain account balances in Bolívars (mainly cash and cash equivalents). As these balances are held in a non-functional currency of IMS AG, the Company is required to mark-to-market these balances at each reporting date and reflect these movements as gains or losses in income. Additionally, since January 2010, Venezuela has been designated as hyper-inflationary, and as such, all foreign currency fluctuations are recorded in income for certain account balances at the Company’s local Venezuelan operating subsidiary. | |||||||||||||||||||||||||||||
In 2014, the Venezuelan government significantly expanded the use of the Supplementary Foreign Currency Administration System (“SICAD”) I exchange market and created a third exchange market called SICAD II, which the Company utilized to remeasure its Venezuelan Bolívar account balances beginning on June 30, 2014. In February 2015, the Venezuelan government announced that the SICAD II market would no longer be available, and a new foreign exchange market system ("SIMADI") was created. SIMADI has exchange rates significantly less favorable than SICAD II and at March 31, 2015, was approximately 193 Bolívars to one U.S. Dollar. As a result of the change to the SIMADI rate, the Company recorded a pre-tax charge of $7 million to foreign exchange loss within Other income (loss), net in the first quarter of 2015. The net assets held and revenue generated by the Company’s Venezuelan subsidiaries were not material to the Company’s consolidated results as of March 31, 2015. |
Debt
Debt | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||
Debt | Note 6. Debt | ||||||||||||||||||||||||||||
The following table summarizes the Company’s debt at the dates indicated: | |||||||||||||||||||||||||||||
(in millions) | March 31, | December 31, | |||||||||||||||||||||||||||
2015 | 2014 | ||||||||||||||||||||||||||||
Senior Secured Credit Facilities: | |||||||||||||||||||||||||||||
Senior Secured Term A Loan due 2019—USD LIBOR at average floating rates of 2.52% | $ | 303 | $ | 307 | |||||||||||||||||||||||||
Senior Secured Term A Loan due 2019—EUR LIBOR at average floating rates of 2.26% | 138 | 158 | |||||||||||||||||||||||||||
Senior Secured Term B Loan due 2021—USD LIBOR at average floating rates of 3.50% | 1,730 | 1,735 | |||||||||||||||||||||||||||
Senior Secured Term B Loan due 2021—EUR LIBOR at average floating rates of 3.75% | 796 | 901 | |||||||||||||||||||||||||||
Revolving Credit Facility due 2019: | |||||||||||||||||||||||||||||
U.S. Dollar denominated borrowings—USD LIBOR at average floating rates of 2.83% | 144 | 215 | |||||||||||||||||||||||||||
Swiss Franc denominated borrowings—CHF LIBOR at average floating rates of 2.25% | 62 | — | |||||||||||||||||||||||||||
4.125% Senior Notes due 2023 - Euro denominated | 296 | — | |||||||||||||||||||||||||||
6.00% Senior Notes due 2020 - U.S. Dollar denominated | 500 | 500 | |||||||||||||||||||||||||||
Principal Amount of Debt | 3,969 | 3,816 | |||||||||||||||||||||||||||
Less: Unamortized Discounts | (22 | ) | (23 | ) | |||||||||||||||||||||||||
Total Debt | $ | 3,947 | $ | 3,793 | |||||||||||||||||||||||||
Scheduled principal payments due on the Company’s debt as of March 31, 2015 for the remainder of 2015 and thereafter were as follows: | |||||||||||||||||||||||||||||
Year | |||||||||||||||||||||||||||||
(in millions) | 2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | ||||||||||||||||||||||
Debt | $ | 36 | $ | 48 | $ | 54 | $ | 66 | $ | 564 | $ | 3,201 | $ | 3,969 | |||||||||||||||
Senior Secured Credit Facilities | |||||||||||||||||||||||||||||
In March 2014, IMS Health Incorporated (“IMS Health”), an indirect wholly-owned subsidiary of the Company, and certain of its subsidiaries, as co-borrowers, entered into an amendment (the “2014 Amendment”) to amend and restate the Second Amended and Restated Credit and Guaranty Agreement, which until such date governed IMS Health’s Senior Secured Credit Facilities (the amended and restated credit agreement resulting from the 2014 Amendment, the “2014 Credit Agreement”). The 2014 Amendment added commitments in respect of new Term A loans (the “New Term Loans”) in the aggregate dollar equivalent amount of $500 million, increased outstanding commitments under the revolving credit facility to $500 million, modified certain interest rates and covenants and made additional modifications to IMS Health’s Senior Secured Credit Facilities. The New Term Loans were funded in April 2014 concurrent with the Company’s Initial Public Offering (“IPO”). The New Term Loans and Revolving Credit Facility mature in March 2019, while the Term B loans mature in March 2021. As a result of the 2014 Amendment, the Company recorded $11 million of debt extinguishment losses and $2 million of third party fees in Other income (loss), net during the three months ended March 31, 2014. | |||||||||||||||||||||||||||||
IMS Health is required to make scheduled quarterly payments on the Term A loans at rates that vary from 1.25% to 2.50% of the original principal amount of the term loans, with the remaining balance paid at maturity. Additionally IMS Health is required to make scheduled quarterly payments on the Term B loans each equal to approximately 0.25% of the original principal amount of the term loans, with the remaining balance paid at maturity. IMS Health is also required to pay an annual commitment fee that ranges from 0.30% to 0.40% in respect of any unused commitments under the revolving credit facility. | |||||||||||||||||||||||||||||
At March 31, 2015, IMS Health, IMS AG and IMS Japan K.K., as co-borrowers, had an aggregate $500 million revolving credit facility, of which $294 million was unused. The Senior Secured Credit Facilities are secured by a security interest in substantially all of Healthcare Technology Intermediate Holdings, Inc.’s, IMS Health’s and the U.S. subsidiary guarantors’ tangible and intangible assets, including the stock of IMS Health and certain of IMS Health’s U.S. restricted subsidiaries and a portion of the stock of IMS Health’s non-U.S. restricted subsidiaries directly owned by Healthcare Technology Intermediate Holdings, Inc., IMS Health or a U.S. subsidiary guarantor. In addition, the obligations of IMS AG are guaranteed by certain of its Swiss restricted subsidiaries and are secured by certain assets of IMS AG and the Swiss guarantors, including the stock of the Swiss guarantors, and the obligations of IMS Japan K.K. are secured by certain of its assets. There have been no borrowings by IMS Japan K.K. to date. | |||||||||||||||||||||||||||||
Senior Notes | |||||||||||||||||||||||||||||
In anticipation of the Company acquiring certain customer relationship management and strategic data businesses of Cegedim, SA (“Cegedim” and the “Cegedim acquisition”), IMS Health issued €275 million aggregate principal amount of 4.125% senior unsecured notes due in April 2023 (the “4.125% Senior Notes”) on March 30, 2015. The proceeds, along with cash on hand, were used on April 1, 2015 to fund the Cegedim acquisition and pay fees and expenses of $4 million in connection with the debt offering. See Note 13 for more information on the Cegedim acquisition. Interest on the 4.125% Senior Notes is payable semi-annually each year, commencing on October 1, 2015. The 4.125% Senior Notes are guaranteed on a senior unsecured basis by IMS Health’s wholly-owned domestic subsidiaries that are guarantors under the Senior Secured Credit Facilities. The Company may redeem the Notes, in whole or in part, at a predetermined redemption price plus accrued interest. | |||||||||||||||||||||||||||||
In addition to the 4.125% Senior Notes, IMS Health has $500 million aggregate principal amount of 6% Senior Notes due in November 2020 (the “6% Senior Notes”). Interest is payable semi-annually each year. The 6% Senior Notes are guaranteed on a senior unsecured basis by IMS Health’s wholly-owned domestic subsidiaries that are guarantors under the Senior Secured Credit Facilities. The 6% Senior Notes have a three-year no call redemption period that expires in October 2015. The Notes can be redeemed at the Company’s option at a predetermined redemption price beginning in November 2015. | |||||||||||||||||||||||||||||
The financing arrangements provide for certain covenants and events of default customary for similar instruments, including a covenant not to exceed a specified ratio of consolidated senior secured net indebtedness to Consolidated EBITDA, as defined in the 2014 Credit Agreement and a covenant to maintain a specified minimum interest coverage ratio. If an event of default occurs under any of the Company’s or the Company’s subsidiaries’ financing arrangements, the creditors under such financing arrangements will be entitled to take various actions, including the acceleration of amounts due under such arrangements, and in the case of the lenders under the revolving credit facility and New Term Loans, other actions permitted to be taken by a secured creditor. At March 31, 2015, the Company was in compliance with the financial covenants under the Company’s financing arrangements. |
Pension_and_Postretirement_Ben
Pension and Postretirement Benefits | 3 Months Ended | |||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||
Compensation And Retirement Disclosure [Abstract] | ||||||||||||||||||
Pension and Postretirement Benefits | Note 7. Pension and Postretirement Benefits | |||||||||||||||||
The following table summarizes the components of net periodic benefit cost for the Company’s pension benefits. | ||||||||||||||||||
Pension Benefits | ||||||||||||||||||
U.S. Plans | Non-U.S. Plans | |||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||
(in millions) | 2015 | 2014 | 2015 | 2014 | ||||||||||||||
Service cost | $ | 3 | $ | 2 | $ | 2 | $ | 1 | ||||||||||
Interest cost | 3 | 3 | 2 | 3 | ||||||||||||||
Expected return on plan assets | (6 | ) | (5 | ) | (3 | ) | (3 | ) | ||||||||||
Net periodic benefit cost | $ | — | $ | — | $ | 1 | $ | 1 | ||||||||||
The Company’s net periodic benefit cost for its postretirement benefits was less than $1 million for the three months ended March 31, 2015 and 2014, respectively. During the three months ended March 31, 2015, the Company contributed approximately $6 million to its pension and postretirement benefit plans and expects to contribute an additional $6 million for the remainder of 2015. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8. Income Taxes |
The Company operates in more than 100 countries around the world and its earnings are taxed at the applicable income tax rate in each of these countries. As required, the Company computes interim taxes based on an estimated annual effective tax rate. | |
The Company recorded a benefit for income taxes of $240 million for the three months ended March 31, 2015. Historically, the Company provided deferred taxes with respect to all of its non-U.S. subsidiaries’ unremitted earnings. In the first quarter of 2015, the Company changed its assertion related to these earnings and is asserting that the unremitted earnings of its non-U.S. subsidiaries related to prior years, as well as those related to 2015 will be indefinitely reinvested outside the U.S. As a result of this change in assertion, the Company reversed a previously established deferred tax liability of $256 million as a discrete benefit to the quarter. The Company has the intent and ability to indefinitely reinvest its non-U.S. subsidiaries’ unremitted earnings outside the U.S. as these earnings are no longer expected to be repatriated to the U.S. to meet the Company’s U.S. cash needs. Further, the Company intends to reinvest the non-U.S. earnings in the growth of its non-U.S. businesses. | |
The Company recorded a benefit for income taxes of $13 million for the three months ended March 31, 2014. The tax benefit was unfavorably impacted by deferred U.S. income tax expense related to non-U.S. earnings, net of associated tax credits, offset by the expiration of certain statutes of limitation and the deferred tax impact of state and local tax rate changes. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | Note 9. Contingencies |
The Company and its subsidiaries are involved in legal and tax proceedings, claims and litigation arising in the ordinary course of business. Management periodically assesses the Company’s liabilities and contingencies in connection with these matters based upon the latest information available. For those matters where management currently believes it is probable that the Company will incur a loss and that the probable loss or range of loss can be reasonably estimated, the Company has recorded reserves in the Condensed Consolidated Financial Statements based on its best estimates of such loss. In other instances, because of the uncertainties related to either the probable outcome or the amount or range of loss, management is unable to make a reasonable estimate of a liability, if any. However, even in many instances where the Company has recorded an estimated liability, the Company is unable to predict with certainty the final outcome of the matter or whether resolution of the matter will materially affect the Company’s results of operations, financial position or cash flows. As additional information becomes available, the Company adjusts its assessments and estimates of such liabilities accordingly. | |
The Company routinely enters into agreements with its suppliers to acquire data and with its clients to sell data, all in the normal course of business. In these agreements, the Company sometimes agrees to indemnify and hold harmless the other party for any damages such other party may suffer as a result of potential intellectual property infringement and other claims related to the use of the data. The Company has not accrued a liability with respect to these matters, as the exposure is considered remote. | |
Based on its review of the latest information available, management does not expect the impact of pending legal and tax proceedings, claims and litigation, either individually or in the aggregate, to have a material adverse effect on the Company’s results of operations, cash flows or financial position. However, one or more unfavorable outcomes in any claim or litigation against the Company could have a material adverse effect for the period in which it is resolved. The following is a summary of certain legal matters involving the Company. | |
IMS Health Government Solutions Voluntary Disclosure Program Participation | |
The Company’s wholly-owned subsidiary, IMS Government Solutions Inc. (“IMS Government Solutions”), is primarily engaged in providing services and products under contracts with the U.S. government. U.S. government contracts are subject to extensive legal and regulatory requirements and, from time to time, agencies of the U.S. government have the ability to investigate whether contractors’ operations are being conducted in accordance with such requirements. U.S. government investigations, whether relating to these contracts or conducted for other reasons, could result in administrative, civil or criminal liabilities, including repayments, fines or penalties being imposed on us, or could lead to suspension or debarment from future U.S. government contracting. U.S. government investigations often take years to complete and may result in no adverse action against the Company. | |
IMS Government Solutions discovered potential noncompliance with various contract clauses and requirements under its General Services Administration Contract (the “GSA Contract”) which was awarded in 2002 to its predecessor company, Synchronous Knowledge Inc. (Synchronous Knowledge Inc. was acquired by IMS Health in May 2005). The potential noncompliance arose from three primary areas: first, at the direction of the government, work performed under one task order was invoiced under another task order without the appropriate modifications to the orders being made; second, personnel who did not meet strict compliance with the labor categories component of the qualification requirements of the GSA Contract were assigned to contracts; and third, certain discounts that were given to commercial customers were not also offered to the government, in alleged violation of the GSA Contract’s Price Reductions Clause. Upon discovery of the potential noncompliance, the Company began remediation efforts, promptly disclosed the potential noncompliance to the U.S. government, and was accepted into the Department of Defense Voluntary Disclosure Program. The Company filed its Voluntary Disclosure Program Report (“Disclosure Report”) on August 29, 2008. Based on the Company’s findings as disclosed in the Disclosure Report, the Company recorded a reserve of approximately $4 million for this matter in 2008. During 2010, the Company recorded an additional reserve of approximately $2 million as a result of its ongoing investigation relating to this matter. In September 2014, the General Services Administration offered to settle the third matter described above (i.e., the Price Reductions Clause aspect of the Disclosure Report) for $1.5 million, in-line with the amount the Company had recorded for this area of potential noncompliance. On April 23, 2015, the Company and the government executed the settlement agreement and made the $1.5 million payment. The Company is currently unable to determine the outcome of all of these matters pending the resolution of the Voluntary Disclosure Program process and its ultimate liability arising from these matters could exceed its current reserves. | |
Symphony Health Solutions Litigation | |
On July 24, 2013, Symphony Health Solutions filed a lawsuit in the U.S. District Court for the Eastern District of Pennsylvania against IMS Health alleging that IMS Health is actively engaging in anticompetitive business practices in violation of the Sherman Antitrust Act and Pennsylvania state law. The complaint seeks trebled actual damages in an unspecified amount, punitive damages, costs and injunctive relief. The Company believes the complaint is without merit, rejects all claims raised, asserted counterclaims against Symphony Health and will vigorously defend IMS Health’s position. |
Related_Party
Related Party | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party | Note 10. Related Party |
Due to related party relationships, it is possible that the terms of these transactions are not the same as those that would result from transactions among wholly unrelated parties. | |
Management Services Agreement | |
The Company had a management services agreement with affiliates of TPG Global, LLC, CPP Investment Board Private Holdings Inc. and Leonard Green & Partners, L.P. (collectively, the “Sponsors”) pursuant to which they would provide management services to the Company. In conjunction with the Company’s IPO, the management services agreement was terminated for a settlement amount of $72 million and the Company recorded this charge as a component of Selling and administrative expenses, exclusive of depreciation and amortization in the Condensed Consolidated Statements of Comprehensive Income (Loss) in the second quarter of 2014. Prior to the termination of the management services agreement, the Company paid an additional $2 million during the first quarter of 2014 in monitoring fees pursuant to the management services agreement. | |
Operations_by_Business_Segment
Operations by Business Segment | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||
Operations by Business Segment | Note 11. Operations by Business Segment | ||||||||||||||||||||
Operating segments are defined as components of an enterprise about which financial information is available that is evaluated on a regular basis by the chief operating decision-maker, or decision-making groups, in deciding how to allocate resources to an individual segment and in assessing performance of the segment. The Company operates a globally consistent business model, offering pharmaceutical business information and related services to its clients in more than 100 countries. | |||||||||||||||||||||
The Company maintains regional geographic management who are responsible for bringing the Company’s full suite of offerings to their respective markets and to facilitate local execution of its global strategies. However, the Company maintains global leaders for the majority of its critical business processes; and the most significant performance evaluations and resource allocations made by the Company’s chief operating decision maker is made on a global basis. As such, the Company has concluded that it maintains one operating and reportable segment. | |||||||||||||||||||||
Geographic Financial Information: | |||||||||||||||||||||
The following represents selected geographic information for the regions in which the Company operates. | |||||||||||||||||||||
(in millions) | Americas(1) | EMEA(2) | Asia | Corporate | Total | ||||||||||||||||
Pacific(3) | & Other | ||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||
2015 | |||||||||||||||||||||
Revenue(4) | $ | 294 | $ | 227 | $ | 111 | $ | - | $ | 632 | |||||||||||
Operating income (loss)(5) | 68 | 50 | 38 | (65 | ) | 91 | |||||||||||||||
2014 | |||||||||||||||||||||
Revenue(4) | $ | 287 | $ | 244 | $ | 114 | $ | - | $ | 645 | |||||||||||
Operating income (loss)(5) | 78 | 59 | 37 | (107 | ) | 67 | |||||||||||||||
-1 | Americas includes the United States, Canada and Latin America. Revenue in the United States was $245 million and $232 million for the first quarters of 2015 and 2014, respectively. | ||||||||||||||||||||
-2 | EMEA includes countries in Europe, the Middle East and Africa. | ||||||||||||||||||||
-3 | Asia Pacific includes Japan, Australia and other countries in the Asia Pacific region. Revenue in Japan was $64 million and $69 million for the first quarters of 2015 and 2014, respectively. | ||||||||||||||||||||
-4 | Revenue relates to external clients and is primarily based on the location of the client. Revenue for the geographic regions includes the impact of foreign exchange in converting results into U.S. dollars. | ||||||||||||||||||||
-5 | Operating income (loss) for the three geographic regions does not reflect the allocation of certain expenses that are maintained in Corporate and Other and as such, is not a true measure of the respective regions’ profitability. The Operating income (loss) amounts for the geographic regions include the impact of foreign exchange in converting results into U.S. dollars. The following presents the depreciation and amortization related to purchase accounting adjustments for each region that are presented in Corporate and Other: | ||||||||||||||||||||
(in millions) | Americas | EMEA | Asia Pacific | ||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||
2015 | $ | 27 | $ | 14 | $ | 8 | |||||||||||||||
2014 | 31 | 22 | 10 | ||||||||||||||||||
Earnings_per_Share
Earnings per Share | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Earnings per Share | Note 12. Earnings per Share | ||||||||
Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed, when the result is dilutive, using the weighted-average number of common shares and dilutive potential common shares outstanding during the period. Dilutive potential common shares primarily consist of employee stock options and restricted stock units. | |||||||||
Employee stock options, restricted stock units and similar equity instruments granted by the Company are treated as potential common shares outstanding in computing diluted earnings per share. Diluted shares outstanding include restricted stock units and the dilutive effect of in-the-money options which is calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of benefits that would be recorded in additional paid-in capital when the award becomes deductible for tax purposes are assumed to be used to repurchase shares. | |||||||||
In periods of net loss, basic loss per share and diluted loss per share are the same since the effect of potential common shares is anti-dilutive and therefore excluded. | |||||||||
The following table presents the composition of basic and diluted weighted average shares outstanding: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
(Shares in millions) | 2015 | 2014 | |||||||
Basic weighted-average common shares outstanding | 335.5 | 279.9 | |||||||
Effect of dilutive stock-based awards | 9.8 | — | |||||||
Diluted weighted-average common shares outstanding | 345.3 | 279.9 | |||||||
Shares excluded from computation of diluted earnings (loss) per share: | |||||||||
Weighted average potential common shares excluded from computation due to anti-dilutive effect | — | 19.4 | |||||||
Subsequent_Events
Subsequent Events | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Subsequent Events [Abstract] | |||||
Subsequent Events | Note 13. Subsequent Events | ||||
Acquisitions | |||||
On April 1, 2015, the Company completed the Cegedim acquisition at a price of €385 million plus an initial working capital adjustment of €11 million (or $426 million). Cegedim, headquartered in Paris, France, is a global technology and services company specializing in healthcare whose offerings help pharmaceutical companies manage their sales and marketing operations. The acquisition includes Cegedim’s (i) Customer Relationship Management (“CRM”) solutions that help life sciences clients drive sales effectiveness, optimize marketing programs across multiple channels and mitigate regulatory compliance risks; (ii) OneKey Reference Database that provides insights on healthcare professionals across the globe; and (iii) information solutions that use primary market research. The acquisition was financed through a combination of existing cash and net proceeds from the 4.125% Senior Notes. See Note 6 for additional information on the 4.125% Senior Notes. The Company believes that the acquisition further enhances its software development, data warehousing, mobile applications and business intelligence tools, as well as analytics and implementation services. As a condition to the closing of the acquisition, the Company divested its promotional audit product line in Europe in the first quarter of 2015, which had total revenues of approximately $2 million in 2014. | |||||
The Company is currently in the process of determining the fair value of the assets and liabilities acquired in the transaction. The following table summarizes the provisional allocation of the Cegedim acquisition’s purchase price to the estimated fair values of the assets acquired and liabilities assumed, using an exchange rate as of April 1, 2015 of 1.076 of U.S. dollars to 1 euro. | |||||
(in millions) | |||||
Identifiable intangible assets | $ | 213 | |||
Goodwill | 45 | ||||
Other net assets acquired(1) | 168 | ||||
Total purchase price allocation | $ | 426 | |||
-1 | The largest components of the other net assets acquired include cash, accounts receivable and accounts payable and accrued expenses. | ||||
The amounts allocated to identifiable intangible assets represents the estimated fair values of client relationships, databases, computer software and trade names. The provisional purchase price allocation presented above is based upon information available to the Company at the present time, and is based upon management’s preliminary estimates of the fair values using comparable values and relationships from previous acquisitions. The purchase price allocation is provisional pending the Company’s calculations of the fair values of the assets and liabilities using valuation techniques, including income, cost and market approaches. Changes may be made to these estimated fair values, upon the Company’s final determination of the assets and liabilities. | |||||
Goodwill is attributable to the value of the synergies between the acquired company and IMS Health. The Company anticipates that the majority of the value assigned to goodwill will not be deductible for tax purposes. | |||||
Secondary Offering | |||||
On May 12, 2015, existing shareholders affiliated with the Sponsors (collectively, the “Selling Stockholders”) completed the sale of 57.97 million shares of the Company’s common stock at a public offering price of $27.50 per share, including 6.87 million shares that were offered and sold by the Selling Stockholders pursuant to the full exercise of the underwriter’s option to purchase additional shares. These transactions are collectively referred to as the Secondary Offering. The Company did not sell any stock in, or receive any proceeds from, the Secondary Offering. | |||||
Share Repurchase | |||||
On May 3, 2015, the Company’s board of directors authorized a $300 million common stock repurchase program. In connection with that program, on May 12, 2015, the Company purchased 11.1 million of the Company’s common stock shares from the underwriters of the Secondary Offering having an aggregate value of approximately $300 million at $27.0875 per share, equal to the midpoint between the public offering price and the price to the Selling Stockholders for the shares sold in the offering. To fund the share repurchase, the Company entered into an amendment to its senior secured credit facilities that provides the Company with $200 million in additional term loan borrowings, as well as utilized borrowings from the Company’s revolving credit facility and available cash. | |||||
Basis_of_Presentation_and_Rece1
Basis of Presentation and Recently Issued Accounting Standards (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. The Condensed Consolidated Financial Statements do not include all the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, all of which are of a normal recurring nature, considered necessary for a fair statement of financial position, results of operations and comprehensive loss, cash flows and shareholders’ equity for the periods presented have been included. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. The December 31, 2014 Condensed Consolidated Statement of Financial Position was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and related notes of IMS Health Holdings, Inc. included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. Certain prior year amounts have been reclassified to conform to the 2015 presentation. Amounts presented in the Condensed Consolidated Financial Statements may not add due to rounding. | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards |
In April 2015, the Financial Accounting Standards Board (“FASB”) issued guidance to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement. Under the new guidance, if a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance is effective for the Company’s interim and annual periods beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating this guidance to determine any potential impact that it may have on its financial results. | |
Also in April 2015, the FASB issued guidance on the presentation of debt issuance costs. The guidance requires the presentation of debt issuance costs as a direct deduction from the related debt liability rather than as an asset. The guidance is effective for the Company’s interim and annual periods beginning after December 15, 2015. At March 31, 2015, the Company had unamortized debt issuance costs of $57 million included in Other assets. | |
In April 2014, the FASB issued guidance which changed the criteria for reporting discontinued operations and modifies the related disclosure requirements. Additionally, the new guidance requires that a business which qualifies as held for sale upon acquisition should be reported as discontinued operations. The Company adopted the new guidance on January 1, 2015, and it is applied prospectively. As such, the Company will apply this standard to any new disposals or new classifications of disposal groups as held for sale which occur on or after January 1, 2015. | |
Income Taxes | As required, the Company computes interim taxes based on an estimated annual effective tax rate. |
Contingencies | For those matters where management currently believes it is probable that the Company will incur a loss and that the probable loss or range of loss can be reasonably estimated, the Company has recorded reserves in the Condensed Consolidated Financial Statements based on its best estimates of such loss. In other instances, because of the uncertainties related to either the probable outcome or the amount or range of loss, management is unable to make a reasonable estimate of a liability, if any. However, even in many instances where the Company has recorded an estimated liability, the Company is unable to predict with certainty the final outcome of the matter or whether resolution of the matter will materially affect the Company’s results of operations, financial position or cash flows. As additional information becomes available, the Company adjusts its assessments and estimates of such liabilities accordingly. |
Earnings per Share | Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed, when the result is dilutive, using the weighted-average number of common shares and dilutive potential common shares outstanding during the period. Dilutive potential common shares primarily consist of employee stock options and restricted stock units. |
Derivatives | The forward contracts entered into for balance sheet risk management purposes are not designated as hedges and are carried at fair value, with changes in the fair value recorded to Other income (loss), net in the Condensed Consolidated Statements of Comprehensive Income (Loss). |
The forward contracts entered into for Royalty Hedging purposes are designated as hedges and are carried at fair value, with changes in the fair value recorded to Accumulated Other Comprehensive Income (Loss) (“AOCI”). The change in fair value is reclassified from AOCI to earnings in the quarter in which the hedged royalty is paid. | |
The effective portion of foreign exchange gains or losses on the remeasurement of the debt is recognized in the cumulative translation adjustment component of AOCI with the related offset in long-term debt. Those amounts would be reclassified from AOCI to earnings upon the sale or substantial liquidation of these net investments. | |
For derivatives designated as hedges, the Company assesses, both at the inception of the hedge and on an ongoing basis, whether the derivatives are highly effective in offsetting changes in fair values or cash flows of hedged items. If it is determined that a derivative ceases to be highly effective as a hedge, the Company will discontinue hedge accounting with respect to that derivative prospectively. When it is probable that a hedged forecasted transaction will not occur, the Company discontinues hedge accounting for the affected portion of the forecasted transaction, and reclassifies gains or losses that were accumulated in AOCI to earnings in Other income (loss), net on the Condensed Consolidated Statements of Comprehensive Income (Loss). Cash flows are classified consistent with the underlying hedged item. | |
Changes in the fair value of derivatives that are designated as cash flow hedges are recorded in AOCI to the extent effective and reclassified into earnings in the same period or periods during which the transaction hedged by that derivative also affects earnings. |
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Business Combinations [Abstract] | |||||||
Schedule of Financial Information Related to Acquisitions | Financial information related to the acquisition is as follows: | ||||||
Weighted-Average | March 31, | ||||||
(in millions) | Amortization Period | 2015 | |||||
Total cost of acquisition | $ | 27 | |||||
Amounts recorded in the Condensed Consolidated Statements of Financial Position: | |||||||
Goodwill | $ | 11 | |||||
Portion of goodwill deductible for tax purposes | — | ||||||
Intangible assets: | |||||||
Client relationships | 10 years | $ | 18 | ||||
Covenant not to compete | 3 years | 2 | |||||
Databases | 1 year | 1 | |||||
Trade names | 3 years | 1 | |||||
Total intangible assets | $ | 22 | |||||
Goodwill_and_Identifiable_Inta1
Goodwill and Identifiable Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||
Summary of Changes in Goodwill | The following table sets forth changes in the Company’s goodwill for the three months ended March 31, 2015. | ||||||||||||||||||||
(in millions) | Goodwill | ||||||||||||||||||||
Balance at December 31, 2014 | $ | 3,417 | |||||||||||||||||||
Goodwill assigned in purchase price allocations (see Note 2) | 11 | ||||||||||||||||||||
Foreign currency translation adjustments and other | (89 | ) | |||||||||||||||||||
Balance at March 31, 2015 | $ | 3,339 | |||||||||||||||||||
Schedule of Intangible Assets | The gross carrying amounts, related accumulated amortization and the weighted average amortization periods of the Company’s intangible assets are listed in the following table: | ||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||
(in millions) | Gross | Accumulated | Weighted Average | Gross | Accumulated | ||||||||||||||||
Carrying | Amortization | Amortization | Carrying | Amortization | |||||||||||||||||
Amount | Period (Years) | Amount | |||||||||||||||||||
Databases | $ | 644 | $ | (626 | ) | — | $ | 679 | $ | (639 | ) | ||||||||||
Client Relationships | 2,035 | (614 | ) | 14 | 2,051 | (592 | ) | ||||||||||||||
Trade Names (Finite-Lived) | 137 | (39 | ) | 14 | 142 | (38 | ) | ||||||||||||||
Trade Names (Indefinite-Lived) | 501 | — | N/A | 523 | — | ||||||||||||||||
Covenants not to compete and other | 32 | (17 | ) | 2 | 32 | (16 | ) | ||||||||||||||
Total Intangible Assets | $ | 3,349 | $ | (1,296 | ) | 10 | $ | 3,427 | $ | (1,285 | ) | ||||||||||
Schedule of Amortization Expense Associated With Intangible Assets | Based on current estimated useful lives, amortization expense associated with intangible assets at March 31, 2015 is estimated to be as follows: | ||||||||||||||||||||
(in millions) | Amortization | ||||||||||||||||||||
Year ended December 31, | Expense | ||||||||||||||||||||
Remainder of 2015 | $ | 114 | |||||||||||||||||||
2016 | 148 | ||||||||||||||||||||
2017 | 136 | ||||||||||||||||||||
2018 | 132 | ||||||||||||||||||||
2019 | 130 | ||||||||||||||||||||
Thereafter | 892 | ||||||||||||||||||||
Severance_Impairment_and_Other1
Severance, Impairment and Other Charges (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Restructuring And Related Activities [Abstract] | |||||||||||||
Schedule of Severance Related Reserves | As a result of ongoing cost reduction efforts, the Company recorded severance charges consisting of global workforce reductions to streamline its organization. The following table sets forth the activity in the Company’s severance-related reserves for the three months ended March 31, 2015: | ||||||||||||
(in millions) | 2015 Plan(1) | 2014 Plan(2) | 2013 Plan(3) | ||||||||||
Balance at December 31, 2014 | $ | — | $ | 11 | $ | 7 | |||||||
Charges | 12 | — | — | ||||||||||
Cash payments | — | (6 | ) | (1 | ) | ||||||||
Balance at March 31, 2015 | $ | 12 | $ | 5 | $ | 6 | |||||||
(1) | In the first quarter of 2015, the Company implemented a restructuring plan (the “2015 Plan”) and recorded a pre-tax severance charge of $12 million. The Company expects that cash outlays related to the 2015 Plan will be substantially complete by the end of 2016. | ||||||||||||
(2) | In May 2014, the Company implemented a restructuring plan (the “2014 Plan”) and recorded pre-tax severance charges of $22 million over the course of the year. The Company expects that cash outlays related to the 2014 Plan will be substantially complete by the end of 2016. | ||||||||||||
(3) | In December 2013, the Company implemented a restructuring plan (the “2013 Plan”) and recorded a pre-tax severance charge of $12 million. The Company expects that cash outlays related to the 2013 Plan will be substantially complete by the end of 2015. |
Derivatives_and_Fair_Value_Tab
Derivatives and Fair Value (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||||||||||||||||||||||||
Schedule of Components of Foreign Exchange Gain (loss) | The following table details the components of foreign exchange gain (loss) included in Other income (loss), net on the Condensed Consolidated Statements of Comprehensive Income (Loss): | ||||||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||||||
March 31, | |||||||||||||||||||||||||||||
(in millions) | 2015 | 2014 | |||||||||||||||||||||||||||
Revaluation of other non-functional currency assets and liabilities(1) | $ | — | $ | (4 | ) | ||||||||||||||||||||||||
Effect of derivatives | 4 | — | |||||||||||||||||||||||||||
Total foreign exchange gain (loss) | $ | 4 | $ | (4 | ) | ||||||||||||||||||||||||
-1 | The three months ended March 31, 2015 included a $7 million charge related to a change in the exchange rate used to remeasure the Company’s Venezuelan Bolívar account balances, offset by $7 million in revaluation of other non-functional assets and liabilities. The charge for the remeasurement of the Bolívar account balances is further described below in this Note. | ||||||||||||||||||||||||||||
Schedule of Fair Value of Derivative Instruments | The fair values of derivative instruments in the Condensed Consolidated Statements of Financial Position are as follows: | ||||||||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||||||||||
Fair Value of Derivative | U.S. Dollar | Fair Value of Derivative | U.S. Dollar | ||||||||||||||||||||||||||
(in millions) | Balance Sheet Caption | Asset | Liability | Notional | Asset | Liability | Notional | ||||||||||||||||||||||
Derivatives Designated as Hedging Instruments: | |||||||||||||||||||||||||||||
Foreign exchange contracts | Accounts receivable/ | $ | 19 | $ | — | $ | 197 | $ | 18 | $ | — | $ | 189 | ||||||||||||||||
Accounts payable | |||||||||||||||||||||||||||||
Interest rate caps | Non-Current Assets | 8 | — | 1,000 | 12 | — | 1,000 | ||||||||||||||||||||||
Interest rate swaps | See below(1) | — | 12 | 512 | — | 12 | 553 | ||||||||||||||||||||||
Derivatives not Designated as Hedging Instruments: | |||||||||||||||||||||||||||||
Foreign exchange contracts | Accounts receivable/ | 1 | 2 | 131 | — | 2 | 93 | ||||||||||||||||||||||
Accounts payable | |||||||||||||||||||||||||||||
Interest rate swaps | See below(1) | — | 3 | 100 | — | 4 | 225 | ||||||||||||||||||||||
Total Derivatives | $ | 28 | $ | 17 | $ | 30 | $ | 18 | |||||||||||||||||||||
-1 | $3 million included in Accrued and other current liabilities and $12 million included in Other liabilities at March 31, 2015 and $1 million included in Accrued and other current liabilities and $15 million included in Other liabilities at December 31, 2014 in the Condensed Consolidated Statements of Financial Position. | ||||||||||||||||||||||||||||
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables summarize assets and liabilities measured at fair value on a recurring basis at the dates indicated: | ||||||||||||||||||||||||||||
Basis of Fair Value Measurements | |||||||||||||||||||||||||||||
31-Mar-15 | |||||||||||||||||||||||||||||
(in millions) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||||||
Derivatives | — | 28 | — | 28 | |||||||||||||||||||||||||
Total | $ | — | $ | 28 | $ | — | $ | 28 | |||||||||||||||||||||
Liabilities | |||||||||||||||||||||||||||||
Contingent consideration | $ | — | $ | — | $ | 21 | $ | 21 | |||||||||||||||||||||
Derivatives | — | 17 | — | 17 | |||||||||||||||||||||||||
Total | $ | — | $ | 17 | $ | 21 | $ | 38 | |||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||||||||||
(in millions) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||||||
Derivatives | — | 30 | — | 30 | |||||||||||||||||||||||||
Total | $ | — | $ | 30 | $ | — | $ | 30 | |||||||||||||||||||||
Liabilities | |||||||||||||||||||||||||||||
Contingent consideration | $ | — | $ | — | $ | 24 | $ | 24 | |||||||||||||||||||||
Derivatives | — | 18 | — | 18 | |||||||||||||||||||||||||
Total | $ | — | $ | 18 | $ | 24 | $ | 42 | |||||||||||||||||||||
Schedule of Level 3 Acquisition-Related Contingent Consideration Liabilities Carried at Fair Value on a Recurring Basis | The following table summarizes Level 3 acquisition-related contingent consideration liabilities (see Note 2) carried at fair value on a recurring basis with the use of unobservable inputs for the period indicated. | ||||||||||||||||||||||||||||
(in millions) | Contingent | ||||||||||||||||||||||||||||
Consideration | |||||||||||||||||||||||||||||
Liabilities | |||||||||||||||||||||||||||||
Balance at December 31, 2014 | $ | 24 | |||||||||||||||||||||||||||
Cash payments | (1 | ) | |||||||||||||||||||||||||||
Changes in fair value estimates and foreign currency translation adjustments | (2 | ) | |||||||||||||||||||||||||||
Balance at March 31, 2015 | $ | 21 | |||||||||||||||||||||||||||
Not Designated as Hedging Instrument | |||||||||||||||||||||||||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||||||||||||||||||||||||
Schedule of Effect of Derivatives on Financial Performance | The pre-tax gain (loss) recognized in earnings on derivatives not designated as hedging instruments was as follows: | ||||||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||||||
March 31, | |||||||||||||||||||||||||||||
(in millions) | 2015 | 2014 | |||||||||||||||||||||||||||
Foreign exchange contracts(1) | $ | (2 | ) | $ | — | ||||||||||||||||||||||||
Interest rate derivatives(2) | — | — | |||||||||||||||||||||||||||
Total derivatives not designated as hedging instruments | $ | (2 | ) | $ | — | ||||||||||||||||||||||||
-1 | Included in Other income (loss), net | ||||||||||||||||||||||||||||
-2 | Included in interest expense | ||||||||||||||||||||||||||||
Cash Flow Hedging | |||||||||||||||||||||||||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||||||||||||||||||||||||
Schedule of Effect of Derivatives on Financial Performance | The effects of derivative instruments in cash flow hedging relationships on the Condensed Consolidated Statements of Comprehensive Income (Loss) are as follows: | ||||||||||||||||||||||||||||
Effect of Derivatives on Financial Performance | |||||||||||||||||||||||||||||
(in millions) | Amount of Income/(Loss) | Location of Income/(Loss) | Amount of | ||||||||||||||||||||||||||
Recognized in AOCI | Reclassified from AOCI | Income/(Loss) | |||||||||||||||||||||||||||
into Earnings | Reclassified from | ||||||||||||||||||||||||||||
AOCI into Earnings | |||||||||||||||||||||||||||||
Three Months Ended March 31, | 2015 | 2014 | 2015 | 2014 | |||||||||||||||||||||||||
Foreign exchange contracts | $ | 7 | $ | (1 | ) | Other income (loss), net | $ | 6 | $ | 1 | |||||||||||||||||||
Interest rate derivatives | (4 | ) | — | Interest expense | — | — | |||||||||||||||||||||||
Debt_Tables
Debt (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||
Schedule of Debt | The following table summarizes the Company’s debt at the dates indicated: | ||||||||||||||||||||||||||||
(in millions) | March 31, | December 31, | |||||||||||||||||||||||||||
2015 | 2014 | ||||||||||||||||||||||||||||
Senior Secured Credit Facilities: | |||||||||||||||||||||||||||||
Senior Secured Term A Loan due 2019—USD LIBOR at average floating rates of 2.52% | $ | 303 | $ | 307 | |||||||||||||||||||||||||
Senior Secured Term A Loan due 2019—EUR LIBOR at average floating rates of 2.26% | 138 | 158 | |||||||||||||||||||||||||||
Senior Secured Term B Loan due 2021—USD LIBOR at average floating rates of 3.50% | 1,730 | 1,735 | |||||||||||||||||||||||||||
Senior Secured Term B Loan due 2021—EUR LIBOR at average floating rates of 3.75% | 796 | 901 | |||||||||||||||||||||||||||
Revolving Credit Facility due 2019: | |||||||||||||||||||||||||||||
U.S. Dollar denominated borrowings—USD LIBOR at average floating rates of 2.83% | 144 | 215 | |||||||||||||||||||||||||||
Swiss Franc denominated borrowings—CHF LIBOR at average floating rates of 2.25% | 62 | — | |||||||||||||||||||||||||||
4.125% Senior Notes due 2023 - Euro denominated | 296 | — | |||||||||||||||||||||||||||
6.00% Senior Notes due 2020 - U.S. Dollar denominated | 500 | 500 | |||||||||||||||||||||||||||
Principal Amount of Debt | 3,969 | 3,816 | |||||||||||||||||||||||||||
Less: Unamortized Discounts | (22 | ) | (23 | ) | |||||||||||||||||||||||||
Total Debt | $ | 3,947 | $ | 3,793 | |||||||||||||||||||||||||
Schedule of Maturities of Long-Term Debt | Scheduled principal payments due on the Company’s debt as of March 31, 2015 for the remainder of 2015 and thereafter were as follows: | ||||||||||||||||||||||||||||
Year | |||||||||||||||||||||||||||||
(in millions) | 2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | ||||||||||||||||||||||
Debt | $ | 36 | $ | 48 | $ | 54 | $ | 66 | $ | 564 | $ | 3,201 | $ | 3,969 | |||||||||||||||
Pension_and_Postretirement_Ben1
Pension and Postretirement Benefits (Tables) | 3 Months Ended | |||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||
Compensation And Retirement Disclosure [Abstract] | ||||||||||||||||||
Components of Net Periodic Benefit Cost | The following table summarizes the components of net periodic benefit cost for the Company’s pension benefits. | |||||||||||||||||
Pension Benefits | ||||||||||||||||||
U.S. Plans | Non-U.S. Plans | |||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||
(in millions) | 2015 | 2014 | 2015 | 2014 | ||||||||||||||
Service cost | $ | 3 | $ | 2 | $ | 2 | $ | 1 | ||||||||||
Interest cost | 3 | 3 | 2 | 3 | ||||||||||||||
Expected return on plan assets | (6 | ) | (5 | ) | (3 | ) | (3 | ) | ||||||||||
Net periodic benefit cost | $ | — | $ | — | $ | 1 | $ | 1 | ||||||||||
Operations_by_Business_Segment1
Operations by Business Segment (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||
Schedule of Geographic Information for Operating Regions | The following represents selected geographic information for the regions in which the Company operates. | ||||||||||||||||||||
(in millions) | Americas(1) | EMEA(2) | Asia | Corporate | Total | ||||||||||||||||
Pacific(3) | & Other | ||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||
2015 | |||||||||||||||||||||
Revenue(4) | $ | 294 | $ | 227 | $ | 111 | $ | - | $ | 632 | |||||||||||
Operating income (loss)(5) | 68 | 50 | 38 | (65 | ) | 91 | |||||||||||||||
2014 | |||||||||||||||||||||
Revenue(4) | $ | 287 | $ | 244 | $ | 114 | $ | - | $ | 645 | |||||||||||
Operating income (loss)(5) | 78 | 59 | 37 | (107 | ) | 67 | |||||||||||||||
-1 | Americas includes the United States, Canada and Latin America. Revenue in the United States was $245 million and $232 million for the first quarters of 2015 and 2014, respectively. | ||||||||||||||||||||
-2 | EMEA includes countries in Europe, the Middle East and Africa. | ||||||||||||||||||||
-3 | Asia Pacific includes Japan, Australia and other countries in the Asia Pacific region. Revenue in Japan was $64 million and $69 million for the first quarters of 2015 and 2014, respectively. | ||||||||||||||||||||
-4 | Revenue relates to external clients and is primarily based on the location of the client. Revenue for the geographic regions includes the impact of foreign exchange in converting results into U.S. dollars. | ||||||||||||||||||||
-5 | Operating income (loss) for the three geographic regions does not reflect the allocation of certain expenses that are maintained in Corporate and Other and as such, is not a true measure of the respective regions’ profitability. The Operating income (loss) amounts for the geographic regions include the impact of foreign exchange in converting results into U.S. dollars. The following presents the depreciation and amortization related to purchase accounting adjustments for each region that are presented in Corporate and Other: | ||||||||||||||||||||
(in millions) | Americas | EMEA | Asia Pacific | ||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||
2015 | $ | 27 | $ | 14 | $ | 8 | |||||||||||||||
2014 | 31 | 22 | 10 | ||||||||||||||||||
Earnings_per_Share_Tables
Earnings per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Composition of Basic and Diluted Weighted Average Shares Outstanding | The following table presents the composition of basic and diluted weighted average shares outstanding: | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
(Shares in millions) | 2015 | 2014 | |||||||
Basic weighted-average common shares outstanding | 335.5 | 279.9 | |||||||
Effect of dilutive stock-based awards | 9.8 | — | |||||||
Diluted weighted-average common shares outstanding | 345.3 | 279.9 | |||||||
Shares excluded from computation of diluted earnings (loss) per share: | |||||||||
Weighted average potential common shares excluded from computation due to anti-dilutive effect | — | 19.4 | |||||||
Subsequent_Events_Tables
Subsequent Events (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Subsequent Events [Abstract] | |||||
Estimated Fair Values of Assets Acquired and Liabilities Assumed | The Company is currently in the process of determining the fair value of the assets and liabilities acquired in the transaction. The following table summarizes the provisional allocation of the Cegedim acquisition’s purchase price to the estimated fair values of the assets acquired and liabilities assumed, using an exchange rate as of April 1, 2015 of 1.076 of U.S. dollars to 1 euro. | ||||
(in millions) | |||||
Identifiable intangible assets | $ | 213 | |||
Goodwill | 45 | ||||
Other net assets acquired(1) | 168 | ||||
Total purchase price allocation | $ | 426 | |||
-1 | The largest components of the other net assets acquired include cash, accounts receivable and accounts payable and accrued expenses. |
Basis_of_Presentation_and_Rece2
Basis of Presentation and Recently Issued Accounting Standards - Additional Information (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Mar. 31, 2015 |
Basis Of Presentation And Recent Accounting Pronouncements [Line Items] | ||
Unamortized debt issuance costs | $57 | |
Outside United States | Geographic Concentration Risk | Revenue | ||
Basis Of Presentation And Recent Accounting Pronouncements [Line Items] | ||
Percentage of revenue generated from outside the United States | 63.00% | |
Minimum | ||
Basis Of Presentation And Recent Accounting Pronouncements [Line Items] | ||
Number of countries in which the company transacts business | 100 |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Acquisition | ||
Business Acquisition [Line Items] | ||
Contingent consideration, minimum | 0 | |
Contingent consideration, maximum | 21 | |
Contingent consideration, liability | 21 | $24 |
Non-US | ||
Business Acquisition [Line Items] | ||
Number of businesses acquired | 1 |
Acquisitions_Schedule_of_Finan
Acquisitions - Schedule of Financial Information Related to Acquisitions (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Business Acquisition [Line Items] | |
Total cost of acquisition | $27 |
Amounts recorded in the Condensed Consolidated Statements of Financial Position: | |
Goodwill | 11 |
Intangible assets | 22 |
Client Relationships | |
Business Acquisition [Line Items] | |
Weighted Average Amortization Period | 10 years |
Amounts recorded in the Condensed Consolidated Statements of Financial Position: | |
Intangible assets | 18 |
Covenant Not to Compete | |
Business Acquisition [Line Items] | |
Weighted Average Amortization Period | 3 years |
Amounts recorded in the Condensed Consolidated Statements of Financial Position: | |
Intangible assets | 2 |
Databases | |
Business Acquisition [Line Items] | |
Weighted Average Amortization Period | 1 year |
Amounts recorded in the Condensed Consolidated Statements of Financial Position: | |
Intangible assets | 1 |
Trade Names | |
Business Acquisition [Line Items] | |
Weighted Average Amortization Period | 3 years |
Amounts recorded in the Condensed Consolidated Statements of Financial Position: | |
Intangible assets | $1 |
Goodwill_and_Identifiable_Inta2
Goodwill and Identifiable Intangible Assets - Summary of Changes in Goodwill (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Goodwill Roll Forward | |
Beginning Balance | $3,417 |
Goodwill assigned in purchase price allocations | 11 |
Foreign currency translation adjustments and other | -89 |
Ending Balance | $3,339 |
Goodwill_and_Identifiable_Inta3
Goodwill and Identifiable Intangible Assets - Schedule of Intangible Assets (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 3,349 | $3,427 |
Accumulated amortization | -1,296 | -1,285 |
Weighted Average | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Weighted average amortization period (years) | 10 years | |
Databases | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 644 | 679 |
Accumulated amortization | -626 | -639 |
Databases | Weighted Average | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Weighted average amortization period (years) | 0 years | |
Client Relationships | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 2,035 | 2,051 |
Accumulated amortization | -614 | -592 |
Client Relationships | Weighted Average | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Weighted average amortization period (years) | 14 years | |
Trade Names | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 137 | 142 |
Accumulated amortization | -39 | -38 |
Trade Names | Weighted Average | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Weighted average amortization period (years) | 14 years | |
Covenants Not to Compete and Other | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 32 | 32 |
Accumulated amortization | -17 | -16 |
Covenants Not to Compete and Other | Weighted Average | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Weighted average amortization period (years) | 2 years | |
Trade Names (Indefinite-Lived) | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 501 | $523 |
Goodwill_and_Identifiable_Inta4
Goodwill and Identifiable Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Intangible asset amortization expense | $58 | $73 |
Goodwill_and_Identifiable_Inta5
Goodwill and Identifiable Intangible Assets - Schedule of Amortization Expense Associated With Intangible Assets (Detail) (USD $) | Mar. 31, 2015 |
In Millions, unless otherwise specified | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Expected amortization expense in the remainder of 2015 | $114 |
Expected amortization expense in 2016 | 148 |
Expected amortization expense in 2017 | 136 |
Expected amortization expense in 2018 | 132 |
Expected amortization expense in 2019 | 130 |
Expected amortization expense after 2019 | $892 |
Severance_Impairment_and_Other2
Severance, Impairment and Other Charges - Schedule of Severance Related Reserves (Detail) (Severance, USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
2015 Plan | |
Restructuring Cost And Reserve [Line Items] | |
Charges | $12 |
Ending balance | 12 |
2014 Plan | |
Restructuring Cost And Reserve [Line Items] | |
Beginning balance | 11 |
Cash payments | -6 |
Ending balance | 5 |
2013 Plan | |
Restructuring Cost And Reserve [Line Items] | |
Beginning balance | 7 |
Cash payments | -1 |
Ending balance | $6 |
Severance_Impairment_and_Other3
Severance, Impairment and Other Charges - Schedule of Severance Related Reserves (Parenthetical) (Detail) (USD $) | 3 Months Ended | 1 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | 31-May-14 | Dec. 31, 2013 |
2015 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Pre-tax severance charge | $12 | ||
2014 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Pre-tax severance charge | 22 | ||
2013 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Pre-tax severance charge | $12 |
Derivatives_and_Fair_Value_Add
Derivatives and Fair Value - Additional Information (Detail) | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | |||||||||||||||||||||||
In Millions, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Apr. 30, 2014 | Mar. 31, 2015 | 31-May-10 | Mar. 31, 2015 | Dec. 31, 2014 | Apr. 30, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | 31-May-10 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Apr. 30, 2014 | Mar. 31, 2015 | Apr. 30, 2014 | 31-May-10 | Mar. 31, 2015 | Apr. 30, 2014 | Mar. 31, 2015 | Apr. 30, 2014 | Mar. 31, 2015 | 31-May-10 |
USD ($) | USD ($) | VENEZUELA | VENEZUELA | VENEZUELA | Level 2 | Level 2 | Interest Rate Cap | Interest Rate Cap | Interest Rate Cap | Interest Rate Cap | Interest Rate Cap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Net Investment Hedge | Net Investment Hedge | Minimum | Minimum | Minimum | Minimum | Minimum | Minimum | Maximum | Maximum | Maximum | Maximum | Maximum | Maximum | |
USD ($) | SIMADI | SIMADI | USD ($) | USD ($) | Designated as Hedging Instrument | Designated as Hedging Instrument | Designated as Hedging Instrument | Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | Designated as Hedging Instrument | Designated as Hedging Instrument | Designated as Hedging Instrument | Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | USD ($) | EUR (€) | Country | Interest Rate Cap | Interest Rate Cap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Cap | Interest Rate Cap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | |||
USD ($) | VEF | USD ($) | USD ($) | Interest Rate Caps April 2014 | Interest Rate Caps May 2010 | Interest Rate Caps May 2010 | USD ($) | USD ($) | Interest Rate Swap Agreements April 2014 | USD ($) | USD ($) | Interest Rate Swap Agreements May 2010 | Interest Rate Swap Agreements May 2010 | Designated as Hedging Instrument | Designated as Hedging Instrument | Designated as Hedging Instrument | Designated as Hedging Instrument | Not Designated as Hedging Instrument | Designated as Hedging Instrument | Designated as Hedging Instrument | Designated as Hedging Instrument | Designated as Hedging Instrument | Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | |||||||||
USD ($) | USD ($) | USD ($) | Interest Rate Caps April 2014 | Interest Rate Caps April 2014 | Interest Rate Swap Agreements April 2014 | Interest Rate Swap Agreements April 2014 | Interest Rate Swap Agreements May 2010 | Interest Rate Caps April 2014 | Interest Rate Caps April 2014 | Interest Rate Swap Agreements April 2014 | Interest Rate Swap Agreements April 2014 | Interest Rate Swap Agreements May 2010 | Interest Rate Swap Agreements May 2010 | ||||||||||||||||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||||||||||||||||||||||||||||
Number of countries in which the company transacts business | 100 | ||||||||||||||||||||||||||||||||
Total debt | $3,947 | $3,793 | $1,223 | € 1,137 | |||||||||||||||||||||||||||||
Foreign exchange gain related to net investment hedge | 122 | ||||||||||||||||||||||||||||||||
Derivative, nominal value | 1,000 | 1,000 | 1,000 | 512 | 553 | 100 | 225 | ||||||||||||||||||||||||||
Strike rate | 4.00% | 2.00% | 3.00% | ||||||||||||||||||||||||||||||
Derivative, maturity period | 2015-01 | 2017-04 | 2017-03 | 2019-04 | 2021-03 | 2016-01 | |||||||||||||||||||||||||||
Derivative contract, period of effectiveness | 2012-01 | 2014-04 | 2014-04 | 2016-04 | 2014-06 | ||||||||||||||||||||||||||||
Notional amounts, borrowings | 600 | 375 | |||||||||||||||||||||||||||||||
Fixed interest payment rate | 1.40% | 3.00% | 2.10% | 3.30% | |||||||||||||||||||||||||||||
Derivative basis spread on variable rate | 1.00% | ||||||||||||||||||||||||||||||||
Unrealized gain on foreign currency derivatives, net, before tax | 15 | ||||||||||||||||||||||||||||||||
Fair value of debt | 3,992 | 3,799 | |||||||||||||||||||||||||||||||
Foreign currency exchange rate | 193 | ||||||||||||||||||||||||||||||||
Loss on Venezuela remeasurement | $7 | $7 | $7 |
Derivatives_and_Fair_Value_Sch
Derivatives and Fair Value - Schedule of Components of Foreign Exchange Gain (Loss) (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ||
Revaluation of other non-functional currency assets and liabilities | ($4) | |
Effect of derivatives | 4 | |
Total foreign exchange gain (loss) | $4 | ($4) |
Derivatives_and_Fair_Value_Sch1
Derivatives and Fair Value - Schedule of Components of Foreign Exchange Gain (Loss) (Parenthetical) (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Loss on Venezuela remeasurement | $7 |
VENEZUELA | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Loss on Venezuela remeasurement | 7 |
Revaluation of other non-functional assets and liabilities | $7 |
Derivatives_and_Fair_Value_Sch2
Derivatives and Fair Value - Schedule of Fair Value of Derivative Instruments (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Derivatives Fair Value [Line Items] | ||
Fair Value of Derivatives Asset | $28 | $30 |
Fair Value of Derivatives Liability | 17 | 18 |
Designated as Hedging Instrument | Foreign Exchange Contracts | ||
Derivatives Fair Value [Line Items] | ||
Derivative, nominal value | 197 | 189 |
Designated as Hedging Instrument | Foreign Exchange Contracts | Accounts receivable | ||
Derivatives Fair Value [Line Items] | ||
Fair Value of Derivatives Asset | 19 | 18 |
Designated as Hedging Instrument | Interest Rate Cap | ||
Derivatives Fair Value [Line Items] | ||
Derivative, nominal value | 1,000 | 1,000 |
Designated as Hedging Instrument | Interest Rate Cap | Other Assets | ||
Derivatives Fair Value [Line Items] | ||
Fair Value of Derivatives Asset | 8 | 12 |
Designated as Hedging Instrument | Interest Rate Swap | ||
Derivatives Fair Value [Line Items] | ||
Fair Value of Derivatives Liability | 12 | 12 |
Derivative, nominal value | 512 | 553 |
Not Designated as Hedging Instrument | Foreign Exchange Contracts | ||
Derivatives Fair Value [Line Items] | ||
Derivative, nominal value | 131 | 93 |
Not Designated as Hedging Instrument | Foreign Exchange Contracts | Accounts receivable | ||
Derivatives Fair Value [Line Items] | ||
Fair Value of Derivatives Asset | 1 | |
Not Designated as Hedging Instrument | Foreign Exchange Contracts | Accounts payable | ||
Derivatives Fair Value [Line Items] | ||
Fair Value of Derivatives Liability | 2 | 2 |
Not Designated as Hedging Instrument | Interest Rate Swap | ||
Derivatives Fair Value [Line Items] | ||
Fair Value of Derivatives Liability | 3 | 4 |
Derivative, nominal value | $100 | $225 |
Derivatives_and_Fair_Value_Sch3
Derivatives and Fair Value - Schedule of Fair Value of Derivative Instruments (Parenthetical) (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Derivatives Fair Value [Line Items] | ||
Fair Value of Derivatives Liability | $17 | $18 |
Interest Rate Swap | Accrued And Other Current Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Fair Value of Derivatives Liability | 3 | 1 |
Interest Rate Swap | Other Noncurrent Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Fair Value of Derivatives Liability | $12 | $15 |
Derivatives_and_Fair_Value_Sch4
Derivatives and Fair Value - Schedule of Effect of Derivatives on Financial Performance (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Foreign Exchange Contracts | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Income/(Loss) Recognized in AOCI | $7 | ($1) |
Foreign Exchange Contracts | Other Income (Loss), Net | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Income/(Loss) Reclassified from AOCI into Earnings | 6 | 1 |
Interest Rate Derivatives | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Income/(Loss) Recognized in AOCI | ($4) |
Schedule_of_PreTax_Gain_Loss_R
Schedule of Pre-Tax Gain (Loss) Recognized in Earnings on Derivatives (Detail) (Not Designated as Hedging Instrument, USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Total derivatives not designated as hedging instruments | ($2) |
Foreign Exchange Contracts | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Total derivatives not designated as hedging instruments | ($2) |
Derivatives_and_Fair_Value_Sch5
Derivatives and Fair Value - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Assets | ||
Derivatives assets | $28 | $30 |
Liabilities | ||
Contingent consideration, liability | 21 | 24 |
Derivatives liabilities | 17 | 18 |
Level 3 | ||
Liabilities | ||
Contingent consideration, liability | 21 | 24 |
Fair value measurements, recurring basis | ||
Assets | ||
Derivatives assets | 28 | 30 |
Total assets | 28 | 30 |
Liabilities | ||
Contingent consideration, liability | 21 | 24 |
Derivatives liabilities | 17 | 18 |
Total liabilities | 38 | 42 |
Fair value measurements, recurring basis | Level 2 | ||
Assets | ||
Derivatives assets | 28 | 30 |
Total assets | 28 | 30 |
Liabilities | ||
Derivatives liabilities | 17 | 18 |
Total liabilities | 17 | 18 |
Fair value measurements, recurring basis | Level 3 | ||
Liabilities | ||
Contingent consideration, liability | 21 | 24 |
Total liabilities | $21 | $24 |
Derivatives_and_Fair_Value_Sch6
Derivatives and Fair Value - Schedule of Level 3 Acquisition-Related Contingent Consideration Liabilities Carried at Fair Value on a Recurring Basis (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $24 | |
Ending balance | 21 | 24 |
Level 3 | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 24 | |
Cash payments | -1 | |
Changes in fair value estimates and foreign currency translation adjustments | -2 | |
Ending balance | $21 |
Debt_Schedule_of_Debt_Detail
Debt - Schedule of Debt (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Principal Amount of Debt | $3,969 | $3,816 |
Less: Unamortized Discounts | -22 | -23 |
Total Debt | 3,947 | 3,793 |
USD LIBOR | Senior Secured Term A Loan due 2019 | ||
Debt Instrument [Line Items] | ||
Principal Amount of Debt | 303 | 307 |
USD LIBOR | Senior Secured Term B Loan due 2021 | ||
Debt Instrument [Line Items] | ||
Principal Amount of Debt | 1,730 | 1,735 |
USD LIBOR | Revolving Credit Facility due 2019 | U.S. Dollar denominated | ||
Debt Instrument [Line Items] | ||
Principal Amount of Debt | 144 | 215 |
EUR LIBOR | Senior Secured Term A Loan due 2019 | ||
Debt Instrument [Line Items] | ||
Principal Amount of Debt | 138 | 158 |
EUR LIBOR | Senior Secured Term B Loan due 2021 | ||
Debt Instrument [Line Items] | ||
Principal Amount of Debt | 796 | 901 |
CHF LIBOR | Revolving Credit Facility due 2019 | Swiss Franc denominated | ||
Debt Instrument [Line Items] | ||
Principal Amount of Debt | 62 | |
4.125% Senior Notes due 2023 | Euro denominated | ||
Debt Instrument [Line Items] | ||
Principal Amount of Debt | 296 | |
6.00% Senior Notes due 2020 | U.S. Dollar denominated | ||
Debt Instrument [Line Items] | ||
Principal Amount of Debt | $500 | $500 |
Debt_Schedule_of_Debt_Parenthe
Debt - Schedule of Debt (Parenthetical) (Detail) | 3 Months Ended |
Mar. 31, 2015 | |
Revolving Credit Facility due 2019 | |
Debt Instrument [Line Items] | |
Debt instrument, maturity year | 2019 |
4.125% Senior Notes due 2023 | Euro denominated | |
Debt Instrument [Line Items] | |
Debt instrument, interest rate | 4.13% |
Debt instrument, maturity year | 2023 |
6.00% Senior Notes due 2020 | |
Debt Instrument [Line Items] | |
Debt instrument, interest rate | 6.00% |
6.00% Senior Notes due 2020 | U.S. Dollar denominated | |
Debt Instrument [Line Items] | |
Debt instrument, interest rate | 6.00% |
Debt instrument, maturity year | 2020 |
USD LIBOR | Senior Secured Term A Loan due 2019 | |
Debt Instrument [Line Items] | |
Debt instrument, average floating rate | 2.52% |
Debt instrument, maturity year | 2019 |
USD LIBOR | Senior Secured Term B Loan due 2021 | |
Debt Instrument [Line Items] | |
Debt instrument, average floating rate | 3.50% |
Debt instrument, maturity year | 2021 |
USD LIBOR | Revolving Credit Facility due 2019 | U.S. Dollar denominated | |
Debt Instrument [Line Items] | |
Debt instrument, average floating rate | 2.83% |
EUR LIBOR | Senior Secured Term A Loan due 2019 | |
Debt Instrument [Line Items] | |
Debt instrument, average floating rate | 2.26% |
Debt instrument, maturity year | 2019 |
EUR LIBOR | Senior Secured Term B Loan due 2021 | |
Debt Instrument [Line Items] | |
Debt instrument, average floating rate | 3.75% |
Debt instrument, maturity year | 2021 |
CHF LIBOR | Revolving Credit Facility due 2019 | Swiss Franc denominated | |
Debt Instrument [Line Items] | |
Debt instrument, average floating rate | 2.25% |
Debt_Schedule_of_Maturities_of
Debt - Schedule of Maturities of Long-Term Debt (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Long Term Debt By Maturity [Abstract] | ||
Scheduled principal payments, 2015 | $36 | |
Scheduled principal payments, 2016 | 48 | |
Scheduled principal payments, 2017 | 54 | |
Scheduled principal payments, 2018 | 66 | |
Scheduled principal payments, 2019 | 564 | |
Scheduled principal payments, Thereafter | 3,201 | |
Total | $3,969 | $3,816 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | |||||||||
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Apr. 01, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 |
USD ($) | Minimum | Maximum | 2014 Term Loan Amended | 4.125% Senior Notes due 2023 | 4.125% Senior Notes due 2023 | 6.00% Senior Notes due 2020 | Senior Secured Term A Loan due 2019 | Senior Secured Term A Loan due 2019 | Senior Secured Term A Loan due 2019 | Senior Secured Term B Loan due 2021 | Senior Secured Term B Loan due 2021 | Revolving Credit Facility | Revolving Credit Facility | |
USD ($) | Cegedim Acquisition | Cegedim Acquisition | USD ($) | Minimum | Maximum | 2014 Term Loan Amended | 2014 Term Loan Amended | USD ($) | 2014 Term Loan Amended | |||||
EUR (€) | Subsequent Event | USD ($) | ||||||||||||
USD ($) | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
New term loans commitments | $500 | $294 | ||||||||||||
Line of credit facility, borrowing capacity | 500 | 500 | ||||||||||||
Debt extinguishment losses | -11 | -11 | ||||||||||||
Third party fees in other income (loss), net | 2 | |||||||||||||
Debt instrument maturity date | 2023-04 | 2020-11 | 2021-03 | 2019-03 | ||||||||||
Scheduled principal payments | 1.25% | 2.50% | 0.25% | |||||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.30% | 0.40% | ||||||||||||
Debt instrument, principal amount | 275 | 500 | ||||||||||||
Debt instrument, interest rate | 4.13% | 6.00% | ||||||||||||
Debt instrument, no call redemption period | 3 years | |||||||||||||
Debt instrument, no redemption period, expiration date | 2015-10 | |||||||||||||
Debt instrument, redemption period, start date | 2015-11 | |||||||||||||
Debt instrument, fees and expenses | $4 |
Pension_and_Postretirement_Ben2
Pension and Postretirement Benefits - Components of Net Periodic Benefit Cost (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
US Pension Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $3 | $2 |
Interest cost | 3 | 3 |
Expected return on plan assets | -6 | -5 |
Non-U.S. Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 2 | 1 |
Interest cost | 2 | 3 |
Expected return on plan assets | -3 | -3 |
Net periodic benefit cost | $1 | $1 |
Pension_and_Postretirement_Ben3
Pension and Postretirement Benefits - Additional Information (Detail) (Other Benefits, USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Defined Benefit Plan Disclosure [Line Items] | ||
Contribution made to plans | $6 | |
Expected contribution of remaining period | 6 | |
Maximum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Post-retirement benefit cost | $1 | $1 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Tax [Line Items] | ||
Benefit from income taxes | $240 | $13 |
Reversal of deferred tax liability | $256 | |
Minimum | ||
Income Tax [Line Items] | ||
Number of countries in which the company transacts business | 100 |
Contingencies_Additional_Infor
Contingencies - Additional Information (Detail) (SKI Contingency, USD $) | 9 Months Ended | 12 Months Ended | 0 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2010 | Apr. 23, 2015 | Dec. 31, 2008 |
Loss Contingencies [Line Items] | ||||
Contingency reserve | $4 | |||
Additional contingency reserve | 2 | |||
GSA settlement amount | 1.5 | |||
Subsequent Event | ||||
Loss Contingencies [Line Items] | ||||
Settlement agreement payment | $1.50 |
Related_Party_Additional_Infor
Related Party - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Jun. 30, 2014 |
Sponsors | ||
Related Party Transaction [Line Items] | ||
Monitoring fees paid for provision of services | $2 | |
IPO | ||
Related Party Transaction [Line Items] | ||
Related party transaction, settlement amount | $72 |
Operations_by_Business_Segment2
Operations by Business Segment - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2015 | |
Segment | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Minimum | |
Segment Reporting Information [Line Items] | |
Number of countries in which the company operates | 100 |
Operations_by_Business_Segment3
Operations by Business Segment - Schedule of Geographic Information for Operating Regions (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Geographical Information [Line Items] | ||
Revenue | $632 | $645 |
Operating income (loss) | 91 | 67 |
Americas | ||
Geographical Information [Line Items] | ||
Revenue | 294 | 287 |
Operating income (loss) | 68 | 78 |
EMEA | ||
Geographical Information [Line Items] | ||
Revenue | 227 | 244 |
Operating income (loss) | 50 | 59 |
Asia Pacific | ||
Geographical Information [Line Items] | ||
Revenue | 111 | 114 |
Operating income (loss) | 38 | 37 |
Corporate and Other | ||
Geographical Information [Line Items] | ||
Operating income (loss) | ($65) | ($107) |
Operations_by_Business_Segment4
Operations by Business Segment - Schedule of Geographic Information for Operating Regions (Parenthetical) (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Geographical Information [Line Items] | ||
Revenue | $632 | $645 |
Depreciation and amortization expense | 96 | 107 |
United States | ||
Geographical Information [Line Items] | ||
Revenue | 245 | 232 |
Japan | ||
Geographical Information [Line Items] | ||
Revenue | 64 | 69 |
Americas | ||
Geographical Information [Line Items] | ||
Revenue | 294 | 287 |
Americas | Assets Recorded under Purchase Accounting | ||
Geographical Information [Line Items] | ||
Depreciation and amortization expense | 27 | 31 |
EMEA | ||
Geographical Information [Line Items] | ||
Revenue | 227 | 244 |
EMEA | Assets Recorded under Purchase Accounting | ||
Geographical Information [Line Items] | ||
Depreciation and amortization expense | 14 | 22 |
Asia Pacific | ||
Geographical Information [Line Items] | ||
Revenue | 111 | 114 |
Asia Pacific | Assets Recorded under Purchase Accounting | ||
Geographical Information [Line Items] | ||
Depreciation and amortization expense | $8 | $10 |
Earnings_per_Share_Composition
Earnings per Share - Composition of Basic and Diluted Weighted Average Shares Outstanding (Detail) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings Per Share [Abstract] | ||
Basic weighted-average common shares outstanding | 335.5 | 279.9 |
Effect of dilutive stock-based awards | 9.8 | |
Diluted weighted-average common shares outstanding | 345.3 | 279.9 |
Shares excluded from computation of diluted earnings (loss) per share: | ||
Weighted average potential common shares excluded from computation due to anti-dilutive effect | 19.4 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) | 3 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2015 | Mar. 31, 2014 | 12-May-15 | 3-May-15 | 12-May-15 | 12-May-15 | 12-May-15 | Apr. 01, 2015 | Apr. 01, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
USD ($) | USD ($) | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Cegedim Acquisition | Cegedim Acquisition | Cegedim Acquisition | Cegedim Acquisition | |
USD ($) | USD ($) | Senior Secured Credit Facility | Second Offering | Over-Allotment Option | Subsequent Event | Subsequent Event | 4.125% Senior Notes due 2023 | Divested Product Line | |||
USD ($) | USD ($) | USD ($) | EUR (€) | Promotional Audit Product Line | |||||||
Europe | |||||||||||
USD ($) | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Acquisition price | $27,000,000 | $426,000,000 | € 385,000,000 | ||||||||
Business combination working capital adjustment | 11,000,000 | ||||||||||
Debt instrument, interest rate | 4.13% | ||||||||||
Revenue | 2,000,000 | ||||||||||
Exchange rate of U.S. dollars to euro | 1.076 | ||||||||||
Common stock sold in secondary public offering by selling shareholders | 57,970,000 | 6,870,000 | |||||||||
Public offering price per share | $27.50 | ||||||||||
Stock authorized to purchase under stock repurchase program | 300,000,000 | ||||||||||
Common stock shares repurchased | 11,100,000 | ||||||||||
Aggregate value of common stock shares repurchased | 300,000,000 | ||||||||||
Borrowings under revolving credit facility | $97,000,000 | $6,000,000 | $200,000,000 | ||||||||
Common stock shares repurchased per share | $27.09 |
Subsequent_Events_Estimated_Fa
Subsequent Events - Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Apr. 01, 2015 |
In Millions, unless otherwise specified | |||
Subsequent Event [Line Items] | |||
Identifiable intangible assets | $22 | ||
Goodwill | 3,339 | 3,417 | |
Subsequent Event | Cegedim Acquisition | |||
Subsequent Event [Line Items] | |||
Identifiable intangible assets | 213 | ||
Goodwill | 45 | ||
Other net assets acquired | 168 | ||
Total purchase price allocation | $426 |