Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2016shares | |
Document and Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Mar. 31, 2016 |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q1 |
Trading Symbol | SYK |
Entity Registrant Name | STRYKER CORP |
Entity Central Index Key | 310,764 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 373,981,097 |
Consolidated Statements Of Earn
Consolidated Statements Of Earnings (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Net sales | $ 2,495 | $ 2,379 |
Cost of sales | 801 | 826 |
Gross profit | 1,694 | 1,553 |
Research, development and engineering expenses | 159 | 152 |
Selling, general and administrative expenses | 944 | 892 |
Recall charges | 19 | 54 |
Intangible asset amortization | 53 | 49 |
Total operating expenses | 1,175 | 1,147 |
Operating income | 519 | 406 |
Other income (expense), net | (38) | (29) |
Earnings before income taxes | 481 | 377 |
Income taxes | 79 | 153 |
Net earnings | $ 402 | $ 224 |
Net earnings per share of common stock: | ||
Basic net earnings per share of common stock | $ 1.08 | $ 0.59 |
Diluted net earnings per share of common stock | $ 1.07 | $ 0.58 |
Weighted-average shares outstanding: | ||
Basic | 373.2 | 378.9 |
Net effect of dilutive employee stock options | 4.2 | 4.6 |
Diluted | 377.4 | 383.5 |
Anti-dilutive shares excluded from the calculation of net effect of dilutive employee stock options | 0 | 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net earnings | $ 402 | $ 224 |
Other comprehensive income (OCI) (loss), net of tax | ||
Marketable securities | 0 | 1 |
Pension plans | (1) | 13 |
Unrealized (losses) gains on designated hedges | (20) | 1 |
Financial statement translation | 38 | (282) |
Total other comprehensive income (loss), net of tax | 17 | (267) |
Comprehensive income (loss) | $ 419 | $ (43) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 6,976 | $ 3,379 |
Marketable securities | 507 | 700 |
Accounts receivable, less allowance of $64 ($61 in 2015) | 1,591 | 1,662 |
Inventories | ||
Materials and supplies | 325 | 304 |
Work in process | 119 | 103 |
Finished goods | 1,324 | 1,232 |
Total inventories | 1,768 | 1,639 |
Prepaid expenses and other current assets | 483 | 563 |
Total current assets | 11,325 | 7,943 |
Property, plant and equipment | ||
Land, buildings and improvements | 695 | 687 |
Machinery and equipment | 2,116 | 2,043 |
Total property, plant and equipment | 2,811 | 2,730 |
Less allowance for depreciation | 1,587 | 1,531 |
Net property, plant and equipment | 1,224 | 1,199 |
Other assets | ||
Goodwill | 4,165 | 4,136 |
Other intangibles, net | 1,780 | 1,794 |
Other noncurrent assets | 1,174 | 1,151 |
Total assets | 19,668 | 16,223 |
Current liabilities | ||
Accounts payable | 394 | 410 |
Accrued compensation | 406 | 637 |
Income taxes | 151 | 141 |
Dividend payable | 142 | 142 |
Accrued recall expenses | 606 | 694 |
Accrued expenses and other liabilities | 717 | 710 |
Current maturities of debt | 770 | 768 |
Total current liabilities | 3,186 | 3,502 |
Long-term debt, excluding current maturities | 6,706 | 3,230 |
Other noncurrent liabilities | 968 | 980 |
Shareholders' equity | ||
Common stock, $0.10 par value: Authorized: 1 billions shares, outstanding: 374 millions shares (373 millions shares in 2015) | 37 | 37 |
Additional paid-in capital | 1,353 | 1,321 |
Retained earnings | 8,040 | 7,792 |
Accumulated other comprehensive income | (622) | (639) |
Total shareholders' equity | 8,808 | 8,511 |
Total liabilities & shareholders' equity | $ 19,668 | $ 16,223 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 64 | $ 61 |
Common stock, par value (in dollars per share) | $ 0.1 | $ 0.1 |
Common stock, authorized (in shares) | 1,000 | 1,000 |
Common stock, outstanding (in shares) | 374 | 373 |
Consolidated Statement Of Share
Consolidated Statement Of Shareholders' Equity (Unaudited) - 3 months ended Mar. 31, 2016 - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
December 31, 2015 at Dec. 31, 2015 | $ 8,511 | $ 37 | $ 1,321 | $ 7,792 | $ (639) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net earnings | 402 | 402 | |||
Other comprehensive income | 17 | 17 | |||
Issuance of 1.1 million shares of common stock under stock option and benefit plans, including $16 excess income tax benefit | 5 | 5 | |||
Repurchase of 0.1 million shares of common stock | (13) | (1) | (12) | ||
Share-based compensation | 28 | 28 | |||
Cash dividends declared of $0.38 per share of common stock | (142) | (142) | |||
March 31, 2016 at Mar. 31, 2016 | $ 8,808 | $ 37 | $ 1,353 | $ 8,040 | $ (622) |
Consolidated Statement Of Shar7
Consolidated Statement Of Shareholders' Equity (Unaudited) (Parenthetical) shares in Millions, $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Statement of Stockholders' Equity [Abstract] | |
Issuance of common stock under stock option and benefit plans, shares | 1.1 |
Issuance of common stock under stock option and benefit plans, excess income tax benefit | $ | $ 16 |
Repurchase and retirement of common stock, shares | 0.1 |
Cash dividends declared, per share of common stock | $ / shares | $ 0.38 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating activities | ||
Net earnings | $ 402 | $ 224 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation | 49 | 45 |
Amortization of intangible assets | 53 | 49 |
Share-based compensation | 28 | 23 |
Gross recall charges | 19 | 54 |
Sale of inventory stepped up to fair value at acquisition | 0 | 7 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 86 | 12 |
Inventories | (109) | (42) |
Accounts payable | 17 | 8 |
Accrued expenses and other liabilities | (254) | (142) |
Recall-related payments | (108) | (19) |
Income taxes | (16) | 27 |
Other | 36 | 134 |
Net cash provided by operating activities | 203 | 380 |
Investing activities | ||
Acquisitions, net of cash acquired | (23) | (84) |
Purchases of marketable securities | (94) | (631) |
Sales of marketable securities | 289 | 1,087 |
Purchases of property, plant and equipment | (115) | (46) |
Net cash provided by investing activities | 57 | 326 |
Financing activities | ||
Proceeds from borrowings | 3,508 | 581 |
Payments on borrowings | (53) | (1,081) |
Dividends paid | (142) | (131) |
Repurchase of common stock | (13) | (130) |
Other financing | 18 | 27 |
Net cash provided by (used in) financing activities | 3,318 | (734) |
Effect of exchange rate changes on cash and cash equivalents | 19 | (93) |
Change in cash and cash equivalents | 3,597 | (121) |
Cash and cash equivalents at beginning of period | 3,379 | 1,795 |
Cash and cash equivalents at end of period | $ 6,976 | $ 1,674 |
Basis Of Presentation
Basis Of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION General Information These statements should be read in conjunction with our Annual Report on Form 10-K for 2015 . Management believes that the accompanying unaudited consolidated financial statements contain all adjustments, including normal recurring items, considered necessary for a fair presentation of the interim periods. However, the results of operations included in such consolidated financial statements may not necessarily be indicative of annual results. Certain prior year amounts on the balance sheet have been reclassified as a result of the adoption of ASU 2015-03, Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs to conform with the current year presentation. New Accounting Pronouncements Not Yet Adopted In February 2016 the FASB issued ASU 2016-02, Leases (Topic 842). This update requires an entity to recognize assets and liabilities for leases with lease terms of more than 12 months on the balance sheet. We plan to adopt this standard on January 1, 2019. We are still evaluating the impact that this standard will have on our consolidated financial statements. In March 2016 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This update simplifies the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. We plan to adopt this standard on January 1, 2017. We are still evaluating the impact that this standard will have on our consolidated financial statements. In May 2014 the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This update outlines a single, comprehensive model for accounting for revenue from contracts with customers. We plan to adopt the standard on January 1, 2018. We are still evaluating the impact that this standard will have on our consolidated financial statements. No other new accounting pronouncements were issued or became effective during the period that had, or are expected to have, a material impact on our consolidated financial statements. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On April 1, 2016 we completed the acquisition of Sage Products Holdings II, LLC (Sage) for approximately $ 2,775 and the acquisition of Synergetics' neuro portfolio (Synergetics). On April 5, 2016 we completed the acquisition of Physio-Control International, Inc. (Physio) for approximately $ 1,280 . The results of operations for each of these acquisitions will be included in our consolidated financial statements beginning in the second quarter. Refer to Note 6 for further information. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (AOCI) | 3 Months Ended |
Mar. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income (AOCI) | ACCUMULATED OTHER COMPREHENSIVE INCOME (AOCI) Three Months 2016 Marketable Securities Pension Plans Hedges Financial Statement Translation Total Beginning $ — $ (119 ) $ 4 $ (524 ) $ (639 ) OCI before reclassifications 2 (3 ) (22 ) 28 5 Tax (benefit) expense on OCI (1 ) — 6 10 15 Reclassifications out of AOCI, net Cost of Sales — 2 (6 ) — (4 ) Other (income) expense (1 ) — — — (1 ) Income tax expense (benefit) — — 2 — 2 Net current period OCI — (1 ) (20 ) 38 17 Ending $ — $ (120 ) $ (16 ) $ (486 ) $ (622 ) Three Months 2015 Marketable Securities Pension Plans Hedges Financial Statement Translation Total Beginning $ 3 $ (136 ) $ 13 $ (134 ) $ (254 ) OCI before reclassifications 4 15 (1 ) (282 ) (264 ) Tax (benefit) expense on OCI (1 ) (3 ) 2 — (2 ) Reclassifications out of AOCI, net Cost of Sales — 2 — — 2 Other (income) expense (2 ) — — — (2 ) Income tax expense (benefit) — (1 ) — — (1 ) Net current period OCI 1 13 1 (282 ) (267 ) Ending $ 4 $ (123 ) $ 14 $ (416 ) $ (521 ) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: Level 1 Quoted market prices in active markets for identical assets or liabilities. Level 2 Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3 Unobservable inputs reflecting our assumptions or external inputs from active markets. When applying the fair value principles in the valuation of assets and liabilities, we are required to maximize the use of quoted market prices and minimize the use of unobservable inputs. We calculate the fair value of our Level 1 and Level 2 instruments based on the exchange traded price of identical or similar instruments, where available, or based on other observable inputs taking into account our credit risk and that of our counterparties. Foreign currency exchange contracts and interest rate hedges are included in Level 2 as we use inputs other than quoted prices that are observable for the asset or liability. The Level 2 derivative instruments are primarily valued using standard calculations and models that use readily observable market data as their basis. Our Level 3 liabilities represent milestone payments for acquisitions. The fair value of the liabilities was estimated using a discounted cash flow technique. Significant unobservable inputs to this technique included our probability assessments of occurrence of triggering events, appropriately discounted considering the uncertainties associated with the obligation. We remeasure our assets and liabilities each reporting period and record the changes in fair value within selling, general and administrative expense and the changes in the time value of money within other income (expense), net. There were no significant transfers into or out of any level between December 31, 2015 and March 31, 2016 . Valuation of Assets and Liabilities Measured at Fair Value March December 2016 2015 Cash and cash equivalents $ 6,976 $ 3,379 Trading marketable securities 85 82 Level 1 - Assets $ 7,061 $ 3,461 Available-for-sale marketable securities: Corporate and asset-backed debt securities $ 184 $ 214 Foreign government debt securities 93 96 United States agency debt securities 77 120 United States treasury debt securities 139 264 Certificates of deposit 17 8 Total available-for-sale marketable securities $ 510 $ 702 Foreign currency exchange forward contracts 12 69 Interest rate swap asset 35 15 Level 2 - Assets $ 557 $ 786 Total assets measured at fair value $ 7,618 $ 4,247 Deferred compensation arrangements $ 85 $ 82 Level 1 - Liabilities $ 85 $ 82 Foreign currency exchange forward contracts $ 29 $ 10 Interest rate swap liability — 4 Level 2 - Liabilities $ 29 $ 14 Contingent consideration: Beginning balance $ 56 $ 48 Additions 6 11 Losses included in earnings (3 ) — Settlements (5 ) (3 ) Balance at the end of the period $ 54 $ 56 Level 3 - Liabilities $ 54 $ 56 Total liabilities measured at fair value $ 168 $ 152 Fair Value of Available for Sale Securities by Contractual Maturity March December 2016 2015 Due in one year or less $ 413 $ 588 Due after one year through three years 97 114 On March 31, 2016 the aggregate difference between the cost and fair value of available-for-sale marketable securities is nominal. Interest receivable of $ 3 related to our marketable securities portfolio was recorded in prepaid expenses and other current assets.The total of interest and marketable securities income was $ 5 and $ 6 in the three months 2016 and 2015 . The amounts are included in other income (expense), net. Less than 1% of our investments in available-for-sale marketable securities have a credit quality rating of less than A2 (Moody's), A (Standard & Poor's) and A (Fitch). We do not intend to sell the investments and it is not more likely than not that we will be required to sell the investments before recovery of their amortized cost basis which may be maturity. We do not consider these investments to be other-than-temporarily impaired on March 31, 2016 . Securities in a Continuous Unrealized Loss Position Number of Investments Fair Value Corporate and asset-backed 34 $ 37 Foreign government 2 10 United States agency 3 8 United States debt 3 5 Certificate of deposit 2 2 Total 44 $ 62 On March 31, 2016 substantially all our investments with unrealized losses that are not deemed to be other-than-temporarily impaired have been in a continuous unrealized loss position for less than twelve months, and the losses are nominal. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | DERIVATIVE INSTRUMENTS We use operational and economic hedges, foreign currency exchange forward contracts, net investment hedges and interest rate derivative instruments to manage the impact of currency exchange and interest rate fluctuations on earnings and cash flow. At inception the derivative is designated as a cash flow hedge, a fair value hedge or a free standing derivative. We do not enter into derivative instruments for speculative purposes. We have not changed our hedging strategies, accounting practices, or objectives from those disclosed in our Annual Report on Form 10-K for 2015 . Designated Net Investment Hedges We have designated certain long-term intercompany loans payable and forward exchange contracts as net investment hedges of our investments in certain international subsidiaries that use the Euro as their functional currency. The effective portion of derivatives designated as net investment hedges are reported as a component of AOCI. On March 31, 2016 the total after-tax amount in AOCI related to our designated net investment hedges was $ 5 . For derivative instruments that are designated and qualify as a net investment hedge, the effective portion of the derivative's gain or loss is recognized in OCI and reported as a component of AOCI. We use the forward method to measure ineffectiveness. Under this method, for each reporting period the change in the carrying value of the Euro-denominated amounts due to remeasurement of the effective portion is reported as a component of AOCI and the remaining change in the carrying value of the ineffective portion, if any, is recognized in other income (expense), net. The gain or loss related to settled net investment hedges will be subsequently reclassified into net earnings when the hedged net investment is either sold or substantially liquidated. We evaluate the effectiveness of our net investment hedges quarterly and did not recognize any ineffectiveness in the three months 2016. Designated and Non Designated Hedges Designated Non-Designated Total March 31, 2016 Gross notional amount $ 840 $ 2,673 $ 3,513 Maximum term in days 546 Fair value: Other current assets $ 5 $ 7 $ 12 Other noncurrent assets — — — Other current liabilities (22 ) (6 ) (28 ) Other noncurrent liabilities (1 ) — (1 ) Total fair value $ (18 ) $ 1 $ (17 ) December 31, 2015 Gross notional amount $ 889 $ 4,061 $ 4,950 Maximum term in days 546 Fair value: Other current assets $ 27 $ 41 $ 68 Other noncurrent assets 1 — 1 Other current liabilities (6 ) (3 ) (9 ) Other noncurrent liabilities (1 ) — (1 ) Total fair value $ 21 $ 38 $ 59 We are exposed to credit loss in the event of nonperformance by counterparties on our outstanding derivative instruments but do not anticipate nonperformance by any of our counterparties. Should a counterparty default our maximum exposure to loss is the asset balance of the instrument. Net Currency Exchange Rate Gains (Losses) Three Months Recorded In: 2016 2015 Cost of sales $ (6 ) $ — Other income (expense), net 4 (4 ) Total $ (2 ) $ (4 ) On March 31, 2016 and December 31, 2015 pretax (losses) gains on derivatives designated as hedges of ($ 4 ) and $ 17 , which are reported in AOCI, are expected to be reclassified to earnings during the next 12 months. This reclassification is primarily due to the sale of inventory that includes previously hedged purchases. There have been no ineffective portions of derivatives that have resulted in gains or losses in any of the periods presented. Interest Rate Risk on Future Debt Issuance In the three months 2016 we terminated multiple designated interest rate cash flow hedges and recognized $ 7 in OCI related to hedges on our debt issuances and recognized a nominal amount of ineffectiveness in interest expense. The remaining amounts in AOCI will be reclassified to interest expense over the term of the debt. The cash flow effect of these hedges is recognized in cash flow from operations. Fair Value Hedges On March 31, 2016 we had interest rate swaps with gross notional amounts of $500 designated as fair value hedges of underlying fixed rate obligations representing a portion of our $600 senior unsecured notes due in 2024. There was no hedge ineffectiveness recorded as a result of these fair value hedges. Fair Value Interest Rate Hedge Instruments March 2016 December 2015 Gross notional amount $ 500 $ 500 Fair value: Other noncurrent assets $ 35 $ 15 Long-term debt (35 ) (15 ) Total $ — $ — |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS 2016 Acquisitions In February 2016 we announced an agreement to acquire Sage for approximately $ 2,775 . Sage develops, manufactures and distributes disposable products targeted at reducing "Never Events," primarily in the intensive care unit. In February 2016 we announced an agreement to acquire Physio for approximately $ 1,280 . Physio develops, manufactures and markets monitors/defibrillators, automated external defibrillators (AEDs) and CPR-assist devices along with data management and support services. In February 2016 we announced an agreement to acquire all of the assets associated with Synergetics. The portfolio includes the Malis generator, Spetzler Malis disposable forceps, and our existing Sonopet tips and RF generator. These acquisitions were completed in the second quarter of 2016 and enhance our product offerings within our MedSurg segment. We have also completed various other acquisitions that are included in the 2016 column in the table below. 2015 Acquisitions In January 2015 we acquired certain assets of CHG Hospital Beds, Inc. (CHG). CHG designs, manufactures and markets low-height hospital beds and related accessories. This acquisition enhances our product offerings within our MedSurg segment. Goodwill acquired with the CHG acquisition is deductible for tax purposes. The measurement period for CHG has been completed. Revisions to the original purchase price allocation were nominal. The purchase price allocations for other 2015 acquisitions were based upon preliminary valuations, and our estimates and assumptions are subject to change within the measurement period. Purchase Price Allocation of Acquired Net Assets 2016 2015 Purchase price paid $ 23 $ 138 Contingent consideration 4 9 Total consideration $ 27 $ 147 Tangible assets acquired: Inventory $ — $ 9 Other assets 1 14 Liabilities (6 ) (6 ) Intangible assets: Customer relationship — 12 Trade name — 2 Developed technology and patents 21 53 Other — — In process research and development 6 — Goodwill 5 63 Total $ 27 $ 147 Weighted average life of intangible assets 11 10 Estimated Amortization Expense Remainder of 2016 2017 2018 2019 2020 $ 159 $ 191 $ 188 $ 172 $ 153 |
Contingencies and Commitments
Contingencies and Commitments | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and Commitments | CONTINGENCIES AND COMMITMENTS We are involved in various ongoing proceedings, legal actions and claims arising in the normal course of business, including proceedings related to product, labor, intellectual property and other matters that are more fully described below. The outcomes of these matters will generally not be known for prolonged periods of time. In certain of the legal proceedings, the claimants seek damages as well as other compensatory and equitable relief that could result in the payment of significant claims and settlements and/or the imposition of injunctions or other equitable relief. For legal matters for which management has sufficient information to reasonably estimate our future obligations, a liability representing management's best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within the range is not known, is recorded. The estimates are based on consultation with legal counsel, previous settlement experience and settlement strategies. If actual outcomes are less favorable than those estimated by management, additional expense may be incurred, which could unfavorably affect future operating results. We are self-insured for product liability-related claims and expenses. The ultimate cost to us with respect to product liability claims could be materially different than the amount of the current estimates and accruals and could have a material adverse effect on our financial position, results of operations and cash flows. In June 2012 we voluntarily recalled our Rejuvenate and ABG II Modular-Neck hip stems and terminated global distribution of these hip products. Product liability lawsuits relating to this voluntary recall have been filed against us. On November 3, 2014 we announced that we had entered into a settlement agreement to compensate eligible United States patients who had revision surgery to replace their Rejuvenate and/or ABG II Modular-Neck hip stem prior to that date. We continue to offer support for recall-related care and reimburse patients who are not eligible to enroll in the settlement program for testing and treatment services, including any necessary revision surgeries. In addition, some lawsuits will remain and we will continue to defend against them. Based on the information that has been received, the actuarially determined range of probable loss to resolve this matter globally is estimated to be approximately $ 1,843 ($ 2,075 before $ 232 of third-party insurance recoveries) to $ 2,414 . In the three months 2016 we recognized additional charges to earnings of $ 19 representing the excess of the minimum of the range over the previously recorded reserves. We have made recall-related payments totaling $ 1,310 under the United States Rejuvenate and ABG II settlement agreement. The final outcome of this matter is dependent on many factors that are difficult to predict including the number of enrollees in the settlement program and the total awards to them, the number and costs of patients not eligible for the settlement program who seek testing and treatment services and require revision surgery and the number and actual costs to resolve the remaining lawsuits. Accordingly, the ultimate cost to resolve this entire matter globally may be materially different than the amount of the current estimate and accruals and could have a material adverse effect on our financial position, results of operations and cash flows. In 2010 we filed a lawsuit in federal court against Zimmer Biomet Holdings, Inc. (Zimmer), alleging that a Zimmer product infringed three of our patents. In 2013 following a jury trial favorable to us, the trial judge entered a judgment that, among other things, awarded us damages of $ 76 and ordered Zimmer to pay us enhanced damages. Zimmer appealed this ruling. In December 2014 the Federal Circuit affirmed the damages awarded to us, reversed the order for enhanced damages and remanded the issue of attorney fees to the trial court. The Federal Circuit denied our petition for a rehearing en banc on the issue of enhanced damages. The United States Supreme Court agreed to hear our appeal on this issue and held oral arguments on February 23, 2016. In May 2015 the trial court entered a stipulated judgment that, among other things, required Zimmer to pay us the base amount of damages and interest, while the issues of enhanced damages and attorney fees continue to be pursued. In June 2015 we recorded a $ 54 gain, net of legal costs, which was recorded within selling, general and administrative expenses. In April 2011 Hill-Rom Company, Inc. and affiliated entities (Hill-Rom) brought a lawsuit against us alleging infringement under United States patent laws with respect to nine patents related to electrical network communications for hospital beds. On March 31, 2015 the court granted the parties’ joint motion to dismiss with prejudice the claims and counterclaims associated with three of these patents. The case has been stayed with respect to the remaining six patents, until reexamination proceedings at the United States Patent Office have concluded. The ultimate resolution of this matter cannot be predicted and it is not possible at this time for us to estimate any probable loss or range of probable losses; however, the ultimate result could have a material adverse effect on our financial position, results of operations and cash flows. |
Debt and Credit Facilities
Debt and Credit Facilities | 3 Months Ended |
Mar. 31, 2016 | |
Long-term Debt, Unclassified [Abstract] | |
Debt And Credit Facilities | DEBT AND CREDIT FACILITIES In March 2016 we sold $3,500 of senior unsecured notes. Our commercial paper program allows us to have a maximum of $ 1,250 in commercial paper outstanding with maturities up to 397 days from the date of issuance. On March 31, 2016 there were no amounts outstanding under our commercial paper program. Summary of Total Debt March December 2016 2015 Senior unsecured notes: Rate Due 2.000% 09/30/2016 $ 750 $ 749 1.300% 04/01/2018 597 597 2.000% 03/08/2019 745 — 4.375% 01/15/2020 496 496 2.625% 03/15/2021 744 — 3.375% 05/15/2024 627 606 3.375% 11/01/2025 744 744 3.500% 03/15/2026 986 — 4.100% 04/01/2043 391 390 4.375% 05/15/2044 394 394 4.625% 03/15/2046 979 — Other 23 22 Total debt $ 7,476 $ 3,998 Less current maturities 770 768 Total long-term debt $ 6,706 $ 3,230 We have lines of credit issued by various financial institutions that are available to fund our day-to-day operating needs. Certain of our credit facilities require us to comply with financial and other covenants. We were in compliance with all covenants on March 31, 2016 . On March 31, 2016 we had $ 1,305 of borrowing capacity available under all of our existing credit facilities. On March 31, 2016 the total unamortized debt issuance costs incurred in connection with our outstanding notes were $ 50 . The fair value of long-term debt (excluding the interest rate hedges) on March 31, 2016 and December 31, 2015 was $ 7,702 and $ 4,009 based on the quoted interest rates for similar types and amounts of borrowings. Substantially all of our long-term debt is classified within Level 1 of the fair value hierarchy because the fair value of the debt is estimated based on rates with identical terms and maturities, using quoted active market prices and yields, taking into account the underlying terms of the debt instruments. On January 1, 2016 we retrospectively adopted ASU 2015-03, Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs. This standard update requires an entity to present debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that debt liability consistent with the treatment of debt discounts. The adoption of this standard resulted in the reclassification of $ 24 of unamortized debt issuance costs principally from other noncurrent assets to a reduction of long term debt on our consolidated balance sheet on December 31, 2015. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2016 | |
Class of Stock Disclosures [Abstract] | |
Capital Stock | CAPITAL STOCK In February 2016 we declared a quarterly dividend of $ 0.38 per share payable on April 30, 2016 to shareholders of record at the close of business on March 31, 2016 . In the three months 2016 we repurchased 135,000 shares at a cost of $ 13 under our authorized repurchase programs. The manner, timing and amount of repurchases is determined by management based on an evaluation of market conditions, stock price and other factors and is subject to regulatory considerations. Purchases are made from time-to-time in the open market, in privately negotiated transactions or otherwise. On March 31, 2016 the total dollar value of shares that could be purchased under our authorized repurchase programs was $ 1,870 . |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Our effective tax rates in the three months 2016 and 2015 were 16.4 % and 40.6 %. The decrease in our effective tax rate was primarily due to favorable audit settlements in 2016 and certain discrete items in 2015 related to the establishment of our European regional headquarters. In 2015 we retrospectively adopted ASU 2015-17, Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes that amends the balance sheet classification of deferred taxes. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION Three Months 2016 2015 Orthopaedics $ 1,057 $ 1,023 MedSurg 958 927 Neurotechnology and Spine 480 429 Net sales $ 2,495 $ 2,379 Orthopaedics $ 349 $ 339 MedSurg 198 181 Neurotechnology and Spine 140 112 Segment operating income $ 687 $ 632 Items not allocated to segments: Corporate and other $ (83 ) $ (77 ) Acquisition and integration-related charges (5 ) (20 ) Amortization of intangible assets (53 ) (49 ) Restructuring-related charges (20 ) (26 ) Rejuvenate and ABG II recall (19 ) (54 ) Legal matters 12 — Consolidated operating income $ 519 $ 406 There were no significant changes to total assets by segment from information provided in our Annual Report on Form 10-K for 2015 . |
Basis Of Presentation (Policies
Basis Of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
New Accounting Pronouncements Not Yet Adopted | In February 2016 the FASB issued ASU 2016-02, Leases (Topic 842). This update requires an entity to recognize assets and liabilities for leases with lease terms of more than 12 months on the balance sheet. We plan to adopt this standard on January 1, 2019. We are still evaluating the impact that this standard will have on our consolidated financial statements. In March 2016 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This update simplifies the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. We plan to adopt this standard on January 1, 2017. We are still evaluating the impact that this standard will have on our consolidated financial statements. In May 2014 the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This update outlines a single, comprehensive model for accounting for revenue from contracts with customers. We plan to adopt the standard on January 1, 2018. We are still evaluating the impact that this standard will have on our consolidated financial statements. No other new accounting pronouncements were issued or became effective during the period that had, or are expected to have, a material impact on our consolidated financial statements. |
Accumulated Other Comprehensi21
Accumulated Other Comprehensive Income (AOCI) (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Three Months 2016 Marketable Securities Pension Plans Hedges Financial Statement Translation Total Beginning $ — $ (119 ) $ 4 $ (524 ) $ (639 ) OCI before reclassifications 2 (3 ) (22 ) 28 5 Tax (benefit) expense on OCI (1 ) — 6 10 15 Reclassifications out of AOCI, net Cost of Sales — 2 (6 ) — (4 ) Other (income) expense (1 ) — — — (1 ) Income tax expense (benefit) — — 2 — 2 Net current period OCI — (1 ) (20 ) 38 17 Ending $ — $ (120 ) $ (16 ) $ (486 ) $ (622 ) Three Months 2015 Marketable Securities Pension Plans Hedges Financial Statement Translation Total Beginning $ 3 $ (136 ) $ 13 $ (134 ) $ (254 ) OCI before reclassifications 4 15 (1 ) (282 ) (264 ) Tax (benefit) expense on OCI (1 ) (3 ) 2 — (2 ) Reclassifications out of AOCI, net Cost of Sales — 2 — — 2 Other (income) expense (2 ) — — — (2 ) Income tax expense (benefit) — (1 ) — — (1 ) Net current period OCI 1 13 1 (282 ) (267 ) Ending $ 4 $ (123 ) $ 14 $ (416 ) $ (521 ) |
Reclassification out of Accumulated Other Comprehensive Income | Three Months 2016 Marketable Securities Pension Plans Hedges Financial Statement Translation Total Beginning $ — $ (119 ) $ 4 $ (524 ) $ (639 ) OCI before reclassifications 2 (3 ) (22 ) 28 5 Tax (benefit) expense on OCI (1 ) — 6 10 15 Reclassifications out of AOCI, net Cost of Sales — 2 (6 ) — (4 ) Other (income) expense (1 ) — — — (1 ) Income tax expense (benefit) — — 2 — 2 Net current period OCI — (1 ) (20 ) 38 17 Ending $ — $ (120 ) $ (16 ) $ (486 ) $ (622 ) Three Months 2015 Marketable Securities Pension Plans Hedges Financial Statement Translation Total Beginning $ 3 $ (136 ) $ 13 $ (134 ) $ (254 ) OCI before reclassifications 4 15 (1 ) (282 ) (264 ) Tax (benefit) expense on OCI (1 ) (3 ) 2 — (2 ) Reclassifications out of AOCI, net Cost of Sales — 2 — — 2 Other (income) expense (2 ) — — — (2 ) Income tax expense (benefit) — (1 ) — — (1 ) Net current period OCI 1 13 1 (282 ) (267 ) Ending $ 4 $ (123 ) $ 14 $ (416 ) $ (521 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Valuation of Assets and Liabilities Measured at Fair Value March December 2016 2015 Cash and cash equivalents $ 6,976 $ 3,379 Trading marketable securities 85 82 Level 1 - Assets $ 7,061 $ 3,461 Available-for-sale marketable securities: Corporate and asset-backed debt securities $ 184 $ 214 Foreign government debt securities 93 96 United States agency debt securities 77 120 United States treasury debt securities 139 264 Certificates of deposit 17 8 Total available-for-sale marketable securities $ 510 $ 702 Foreign currency exchange forward contracts 12 69 Interest rate swap asset 35 15 Level 2 - Assets $ 557 $ 786 Total assets measured at fair value $ 7,618 $ 4,247 Deferred compensation arrangements $ 85 $ 82 Level 1 - Liabilities $ 85 $ 82 Foreign currency exchange forward contracts $ 29 $ 10 Interest rate swap liability — 4 Level 2 - Liabilities $ 29 $ 14 Contingent consideration: Beginning balance $ 56 $ 48 Additions 6 11 Losses included in earnings (3 ) — Settlements (5 ) (3 ) Balance at the end of the period $ 54 $ 56 Level 3 - Liabilities $ 54 $ 56 Total liabilities measured at fair value $ 168 $ 152 |
Available-for-sale Securities | Fair Value of Available for Sale Securities by Contractual Maturity March December 2016 2015 Due in one year or less $ 413 $ 588 Due after one year through three years 97 114 |
Investments Classified by Contractual Maturity Date | Securities in a Continuous Unrealized Loss Position Number of Investments Fair Value Corporate and asset-backed 34 $ 37 Foreign government 2 10 United States agency 3 8 United States debt 3 5 Certificate of deposit 2 2 Total 44 $ 62 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | Designated Non-Designated Total March 31, 2016 Gross notional amount $ 840 $ 2,673 $ 3,513 Maximum term in days 546 Fair value: Other current assets $ 5 $ 7 $ 12 Other noncurrent assets — — — Other current liabilities (22 ) (6 ) (28 ) Other noncurrent liabilities (1 ) — (1 ) Total fair value $ (18 ) $ 1 $ (17 ) December 31, 2015 Gross notional amount $ 889 $ 4,061 $ 4,950 Maximum term in days 546 Fair value: Other current assets $ 27 $ 41 $ 68 Other noncurrent assets 1 — 1 Other current liabilities (6 ) (3 ) (9 ) Other noncurrent liabilities (1 ) — (1 ) Total fair value $ 21 $ 38 $ 59 |
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location | Net Currency Exchange Rate Gains (Losses) Three Months Recorded In: 2016 2015 Cost of sales $ (6 ) $ — Other income (expense), net 4 (4 ) Total $ (2 ) $ (4 ) |
Schedule of Interest Rate Derivatives | Fair Value Interest Rate Hedge Instruments March 2016 December 2015 Gross notional amount $ 500 $ 500 Fair value: Other noncurrent assets $ 35 $ 15 Long-term debt (35 ) (15 ) Total $ — $ — |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | Purchase Price Allocation of Acquired Net Assets 2016 2015 Purchase price paid $ 23 $ 138 Contingent consideration 4 9 Total consideration $ 27 $ 147 Tangible assets acquired: Inventory $ — $ 9 Other assets 1 14 Liabilities (6 ) (6 ) Intangible assets: Customer relationship — 12 Trade name — 2 Developed technology and patents 21 53 Other — — In process research and development 6 — Goodwill 5 63 Total $ 27 $ 147 Weighted average life of intangible assets 11 10 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated Amortization Expense Remainder of 2016 2017 2018 2019 2020 $ 159 $ 191 $ 188 $ 172 $ 153 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Sales and Other Financial Information by Business Segment | Three Months 2016 2015 Orthopaedics $ 1,057 $ 1,023 MedSurg 958 927 Neurotechnology and Spine 480 429 Net sales $ 2,495 $ 2,379 Orthopaedics $ 349 $ 339 MedSurg 198 181 Neurotechnology and Spine 140 112 Segment operating income $ 687 $ 632 Items not allocated to segments: Corporate and other $ (83 ) $ (77 ) Acquisition and integration-related charges (5 ) (20 ) Amortization of intangible assets (53 ) (49 ) Restructuring-related charges (20 ) (26 ) Rejuvenate and ABG II recall (19 ) (54 ) Legal matters 12 — Consolidated operating income $ 519 $ 406 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Apr. 05, 2016 | Apr. 01, 2016 | Mar. 31, 2016 |
Sage Products | |||
Subsequent Event [Line Items] | |||
Total consideration | $ 2,775 | ||
Physio Acquisition | |||
Subsequent Event [Line Items] | |||
Total consideration | $ 1,280 | ||
Subsequent Event | Sage Products | |||
Subsequent Event [Line Items] | |||
Total consideration | $ 2,775 | ||
Subsequent Event | Physio Acquisition | |||
Subsequent Event [Line Items] | |||
Total consideration | $ 1,280 |
Accumulated Other Comprehensi27
Accumulated Other Comprehensive Income (AOCI) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax at beginning of period | $ (639) | $ (254) |
OCI before reclassifications | 5 | (264) |
Tax (benefit) expense on OCI | 15 | (2) |
Cost of sales | (801) | (826) |
Other income (expense), net | 38 | 29 |
Income taxes | 79 | 153 |
Other comprehensive income | 17 | (267) |
Accumulated Other Comprehensive Income (Loss), Net of Tax at end of period | (622) | (521) |
Reclassification out of Accumulated Other Comprehensive Income | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Income taxes | 2 | (1) |
Other comprehensive income | 17 | (267) |
Reclassification out of Accumulated Other Comprehensive Income | Cost of Sales | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Cost of sales | (4) | 2 |
Reclassification out of Accumulated Other Comprehensive Income | Other Income (expense) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Other income (expense), net | (1) | (2) |
Marketable Securities | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax at beginning of period | 0 | 3 |
OCI before reclassifications | 2 | 4 |
Tax (benefit) expense on OCI | (1) | (1) |
Accumulated Other Comprehensive Income (Loss), Net of Tax at end of period | 0 | 4 |
Marketable Securities | Reclassification out of Accumulated Other Comprehensive Income | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Income taxes | 0 | 0 |
Other comprehensive income | 0 | 1 |
Marketable Securities | Reclassification out of Accumulated Other Comprehensive Income | Cost of Sales | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Cost of sales | 0 | 0 |
Marketable Securities | Reclassification out of Accumulated Other Comprehensive Income | Other Income (expense) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Other income (expense), net | (1) | (2) |
Pension Plans | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax at beginning of period | (119) | (136) |
OCI before reclassifications | (3) | 15 |
Tax (benefit) expense on OCI | 0 | (3) |
Accumulated Other Comprehensive Income (Loss), Net of Tax at end of period | (120) | (123) |
Pension Plans | Reclassification out of Accumulated Other Comprehensive Income | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Income taxes | 0 | (1) |
Other comprehensive income | (1) | 13 |
Pension Plans | Reclassification out of Accumulated Other Comprehensive Income | Cost of Sales | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Cost of sales | 2 | 2 |
Pension Plans | Reclassification out of Accumulated Other Comprehensive Income | Other Income (expense) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Other income (expense), net | 0 | 0 |
Hedges | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax at beginning of period | 4 | 13 |
OCI before reclassifications | (22) | (1) |
Tax (benefit) expense on OCI | 6 | 2 |
Accumulated Other Comprehensive Income (Loss), Net of Tax at end of period | (16) | 14 |
Hedges | Reclassification out of Accumulated Other Comprehensive Income | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Income taxes | 2 | 0 |
Other comprehensive income | (20) | 1 |
Hedges | Reclassification out of Accumulated Other Comprehensive Income | Cost of Sales | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Cost of sales | (6) | 0 |
Hedges | Reclassification out of Accumulated Other Comprehensive Income | Other Income (expense) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Other income (expense), net | 0 | 0 |
Financial Statement Translation | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax at beginning of period | (524) | (134) |
OCI before reclassifications | 28 | (282) |
Tax (benefit) expense on OCI | 10 | 0 |
Accumulated Other Comprehensive Income (Loss), Net of Tax at end of period | (486) | (416) |
Financial Statement Translation | Reclassification out of Accumulated Other Comprehensive Income | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Income taxes | 0 | 0 |
Other comprehensive income | 38 | (282) |
Financial Statement Translation | Reclassification out of Accumulated Other Comprehensive Income | Cost of Sales | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Cost of sales | 0 | 0 |
Financial Statement Translation | Reclassification out of Accumulated Other Comprehensive Income | Other Income (expense) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Other income (expense), net | $ 0 | $ 0 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | ||
Interest Receivable | $ 3 | |
Marketable Securities, Gain (Loss) | $ 5 | $ 6 |
Corporate and asset-backed debt securities | Moody's, A Rating | ||
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | ||
Percentage Of Company's Investments With Credit Quality Rating Less Than Single A And A2 | 1.00% | |
Corporate and asset-backed debt securities | Fitch, A Rating | ||
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | ||
Percentage Of Company's Investments With Credit Quality Rating Less Than Single A And A2 | 1.00% | |
Standard & Poor's, A Rating | Corporate and asset-backed debt securities | ||
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | ||
Percentage Of Company's Investments With Credit Quality Rating Less Than Single A And A2 | 1.00% |
Fair Value Measurements (Valuat
Fair Value Measurements (Valuation Of Financial Instruments By Pricing Categories) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | |
ASSETS | ||||
Available-for-sale Securities, Current | $ 507 | $ 700 | ||
Investments Fair Value Disclosure | 7,618 | 4,247 | ||
Liabilities | ||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 168 | 152 | ||
Interest rate swap liability | ||||
ASSETS | ||||
Derivative Asset | 0 | 0 | ||
Fair Value, Inputs, Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents | 6,976 | 3,379 | ||
ASSETS | ||||
Investments Fair Value Disclosure | 7,061 | 3,461 | ||
Fair Value Liabilities Measured On Recurring Basis Deferred Compensation Plan Liabilities | 85 | 82 | ||
Liabilities | ||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 85 | 82 | ||
Fair Value, Inputs, Level 1 | Trading marketable securities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading marketable securities | 85 | 82 | ||
Fair Value, Inputs, Level 2 | ||||
ASSETS | ||||
Investments Fair Value Disclosure | 557 | 786 | ||
Liabilities | ||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 29 | 14 | ||
Fair Value, Inputs, Level 2 | Foreign currency exchange forward contracts | ||||
ASSETS | ||||
Derivative Asset | 12 | 69 | ||
Liabilities | ||||
Foreign currency exchange forward contracts | 29 | 10 | ||
Fair Value, Inputs, Level 2 | Interest rate swap liability | ||||
ASSETS | ||||
Derivative Asset | 35 | 15 | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration [Abstract] | ||||
Derivative Liability | 0 | 4 | ||
Fair Value, Inputs, Level 2 | Available-for-sale marketable securities | ||||
ASSETS | ||||
Available-for-sale Securities, Current | 510 | 702 | ||
Fair Value, Inputs, Level 2 | Available-for-sale marketable securities | Corporate and asset-backed debt securities | ||||
ASSETS | ||||
Available-for-sale Securities, Current | 184 | 214 | ||
Fair Value, Inputs, Level 2 | Available-for-sale marketable securities | Foreign government debt securities | ||||
ASSETS | ||||
Available-for-sale Securities, Current | 93 | 96 | ||
Fair Value, Inputs, Level 2 | Available-for-sale marketable securities | United States agency debt securities | ||||
ASSETS | ||||
Available-for-sale Securities, Current | 77 | 120 | ||
Fair Value, Inputs, Level 2 | Available-for-sale marketable securities | United States treasury debt securities | ||||
ASSETS | ||||
Available-for-sale Securities, Current | 139 | 264 | ||
Fair Value, Inputs, Level 2 | Available-for-sale marketable securities | Certificates of deposit | ||||
ASSETS | ||||
Available-for-sale Securities, Current | 17 | 8 | ||
Fair Value, Inputs, Level 3 | ||||
Liabilities | ||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 54 | 56 | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration [Abstract] | ||||
Beginning balance | $ 56 | $ 48 | ||
Additions | 6 | 11 | ||
Losses included in earnings | (3) | 0 | ||
Settlements | (5) | (3) | ||
Balance at the end of the period | 54 | 56 | ||
Total liabilities measured at fair value | $ 56 | $ 48 | $ 54 | $ 56 |
Fair Value Measurements (Assets
Fair Value Measurements (Assets and Liabilities Measured At Fair Value On A Recurring Basis Using Unobservable Inputs (Level 3)) (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value Disclosures [Abstract] | ||
Estimated fair value due in one year or less | $ 413 | $ 588 |
Estimated fair value due after one year through three years | $ 97 | $ 114 |
Fair Value Measurements (Unreal
Fair Value Measurements (Unrealized Losses And Fair Value Of Investments With Unrealized Losses) (Details) $ in Millions | Mar. 31, 2016USD ($)investment |
Available-for-sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Number of Positions | investment | 44 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | $ | $ 62 |
Corporate and asset-backed debt securities | |
Available-for-sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Number of Positions | investment | 34 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | $ | $ 37 |
Foreign government debt securities | |
Available-for-sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Number of Positions | investment | 2 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | $ | $ 10 |
United States agency debt securities | |
Available-for-sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Number of Positions | investment | 3 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | $ | $ 8 |
United States treasury debt securities | |
Available-for-sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Number of Positions | investment | 3 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | $ | $ 5 |
Certificates of deposit | |
Available-for-sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Number of Positions | investment | 2 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | $ | $ 2 |
Derivative Instruments (Narrati
Derivative Instruments (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Gain (Loss) on Derivative Instruments, Net, Pretax | $ 4 | $ 17 | |
Gain (loss) on termination of derivative | (20) | $ 1 | |
Senior Unsecured Notes 3.375% due 2024 | |||
Senior Unsecured Notes | 0 | ||
Net Investment Hedging | |||
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Assets, Fair Value | 5 | ||
Interest rate swap liability | Cash Flow Hedging | |||
Gain (loss) on termination of derivative | 7 | ||
Interest rate swap liability | Fair Value Hedging | Designated as Hedging Instrument | |||
Notional Amount | 500 | $ 500 | |
Foreign Exchange Contract | |||
Notional Amount | 3,513 | 4,950 | |
Foreign Exchange Contract | Designated as Hedging Instrument | |||
Notional Amount | $ 840 | $ 889 |
Derivative Instruments (Forward
Derivative Instruments (Forward Currency Exchange Contracts) (Details) - Foreign Exchange Contract - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Derivative [Line Items] | ||
Notional Amount | $ 3,513 | $ 4,950 |
Maximum Term (Days) | 546 days | 546 days |
Derivative, Fair Value, Net | $ (17) | $ 59 |
Other current assets | ||
Derivative [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 12 | 68 |
Other noncurrent assets | ||
Derivative [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 0 | 1 |
Other current liabilities | ||
Derivative [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | (28) | (9) |
Other noncurrent liabilities | ||
Derivative [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | (1) | (1) |
Designated | ||
Derivative [Line Items] | ||
Notional Amount | 840 | 889 |
Derivative, Fair Value, Net | (18) | 21 |
Designated | Other current assets | ||
Derivative [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 5 | 27 |
Designated | Other noncurrent assets | ||
Derivative [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 0 | 1 |
Designated | Other current liabilities | ||
Derivative [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | (22) | (6) |
Designated | Other noncurrent liabilities | ||
Derivative [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | (1) | (1) |
Non-Designated | ||
Derivative [Line Items] | ||
Notional Amount | 2,673 | 4,061 |
Derivative, Fair Value, Net | 1 | 38 |
Non-Designated | Other current assets | ||
Derivative [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 7 | 41 |
Non-Designated | Other noncurrent assets | ||
Derivative [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 0 | 0 |
Non-Designated | Other current liabilities | ||
Derivative [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | (6) | (3) |
Non-Designated | Other noncurrent liabilities | ||
Derivative [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | $ 0 | $ 0 |
Derivative Instruments (Income
Derivative Instruments (Income Statement Location) (Details) - Foreign Exchange Contract - Not Designated as Hedging Instrument - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Foreign Currency Transaction Gain (Loss), before Tax | $ (2) | $ (4) |
Cost of sales | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Foreign Currency Transaction Gain (Loss), before Tax | (6) | 0 |
Other income (expense), net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Foreign Currency Transaction Gain (Loss), before Tax | $ 4 | $ (4) |
Derivative Instruments Derivati
Derivative Instruments Derivative Instrument - Designated Interest Rate Hedge (Details) - Interest rate swap liability - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Asset | $ 0 | $ 0 |
Other noncurrent assets | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 35 | 15 |
Long-term Debt | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Asset, Fair Value, Gross Liability | (35) | (15) |
Designated as Hedging Instrument | Fair Value Hedging | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative, Notional Amount | $ 500 | $ 500 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Sage Products | |
Business Acquisition [Line Items] | |
Total consideration | $ 2,775 |
Physio Acquisition | |
Business Acquisition [Line Items] | |
Total consideration | $ 1,280 |
Acquisitions (Allocation Of The
Acquisitions (Allocation Of The Preliminary Purchase Price To The Acquired Net Assets Of The Trauson Acquisition (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Goodwill | $ 4,165 | $ 4,136 |
Other | ||
Purchase price paid | 23 | 138 |
Contingent consideration | 4 | 9 |
Total consideration | 27 | 147 |
Inventory | 0 | 9 |
Other assets | 1 | 14 |
Liabilities | (6) | (6) |
Goodwill | 5 | 63 |
Assets and liabilities acquired, net | $ 27 | $ 147 |
Tangible assets acquired: | 11 years | 10 years |
Other | Customer relationship | ||
Tangible assets acquired: | $ 0 | $ 12 |
Other | Trade name | ||
Tangible assets acquired: | 0 | 2 |
Other | Developed technology and patents | ||
Tangible assets acquired: | 21 | 53 |
Other | Other Intangible Assets [Member] | ||
Tangible assets acquired: | 0 | 0 |
Other | In process research and development | ||
Tangible assets acquired: | $ 6 | $ 0 |
Acquisitions - Future Amortizat
Acquisitions - Future Amortization Expense (Details) $ in Millions | Mar. 31, 2016USD ($) |
Business Combinations [Abstract] | |
Remainder of 2016 | $ 159 |
2,017 | 191 |
2,018 | 188 |
2,019 | 172 |
2,020 | $ 153 |
Contingencies and Commitments (
Contingencies and Commitments (Narrative) (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Apr. 30, 2011patent | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2010patent | |
Loss Contingencies [Line Items] | |||||
Payments for Legal Settlements | $ 0 | ||||
Rejuvenate and ABG II Voluntary Recall | |||||
Loss Contingencies [Line Items] | |||||
Insurance Recoveries | $ 232 | ||||
Rejuvenate and ABG II Voluntary Recall | |||||
Loss Contingencies [Line Items] | |||||
Loss Contingency, Estimate of Possible Loss | 2,075 | ||||
Estimated Litigation Liability | 19 | ||||
Loss Contingency, Damages Awarded, Value | 1,310 | ||||
Rejuvenate and ABG II Voluntary Recall | Minimum | |||||
Loss Contingencies [Line Items] | |||||
Loss Contingency, Estimate of Possible Loss | 1,843 | ||||
Rejuvenate and ABG II Voluntary Recall | Maximum | |||||
Loss Contingencies [Line Items] | |||||
Loss Contingency, Estimate of Possible Loss | $ 2,414 | ||||
Zimmer Product Infringement | |||||
Loss Contingencies [Line Items] | |||||
Loss Contingency, Damages Awarded, Value | $ 0 | ||||
Gain Contingency, Patents Allegedly Infringed upon, Number | patent | 3 | ||||
Hill-Rom Company | |||||
Loss Contingencies [Line Items] | |||||
Loss Contingency, Patents Allegedly Infringed, Number | patent | 9 | ||||
Loss Contingency, Patents Found Not Infringed, Number | patent | 3 | ||||
Loss Contingency, Patents Found Infringed, Number | patent | 6 |
Debt and Credit Facilities (Nar
Debt and Credit Facilities (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Proceeds from Issuance of Debt | $ 3,500 | |
Debt, Long-term and Short-term, Combined Amount | 7,476 | $ 3,998 |
Debt, Current | 770 | 768 |
Long-term debt, excluding current maturities | 6,706 | 3,230 |
Line of Credit Facility, Remaining Borrowing Capacity | 1,305 | |
Unamortized Debt Issuance Expense | 50 | |
Debt Instrument, Fair Value Disclosure | $ 7,702 | 4,009 |
New Accounting Pronouncement, Early Adoption, Effect | ||
Long-term debt, excluding current maturities | (24) | |
Commercial Paper | ||
Debt Instrument, Maturity | 397 | |
Commercial Paper | Maximum | ||
Commercial paper | $ 0 | |
Senior Unsecured Notes 2.00% due 2016 | ||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | |
Debt Instrument, Maturity Date | Sep. 30, 2016 | |
Unsecured Debt | $ 750 | 749 |
Senior Unsecured Notes 1.30% due 2018 | ||
Debt Instrument, Interest Rate, Stated Percentage | 1.30% | |
Debt Instrument, Maturity Date | Apr. 1, 2018 | |
Unsecured Debt | $ 597 | 597 |
Senior Unsecured Notes 2.000% due 2019 | ||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | |
Debt Instrument, Maturity Date | Mar. 8, 2019 | |
Unsecured Debt | $ 745 | 0 |
Senior Unsecured Notes 4.375% Due 2020 | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.375% | |
Debt Instrument, Maturity Date | Jan. 15, 2020 | |
Unsecured Debt | $ 496 | 496 |
Senior Unsecured Notes 2.625% due 2021 | ||
Debt Instrument, Interest Rate, Stated Percentage | 2.625% | |
Debt Instrument, Maturity Date | Mar. 15, 2021 | |
Unsecured Debt | $ 744 | 0 |
Senior Unsecured Notes 3.375% due 2024 | ||
Debt Instrument, Interest Rate, Stated Percentage | 3.375% | |
Debt Instrument, Maturity Date | May 15, 2024 | |
Unsecured Debt | $ 627 | 606 |
Senior Unsecured Notes 3.375% due 2025 | ||
Debt Instrument, Interest Rate, Stated Percentage | 3.375% | |
Debt Instrument, Maturity Date | Nov. 1, 2025 | |
Unsecured Debt | $ 744 | 744 |
Senior Unsecured Notes 3.50% due 2026 | ||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | |
Debt Instrument, Maturity Date | Mar. 15, 2026 | |
Unsecured Debt | $ 986 | 0 |
Senior Unsecured Notes 4.10% due 2043 | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.10% | |
Debt Instrument, Maturity Date | Apr. 1, 2043 | |
Unsecured Debt | $ 391 | 390 |
Senior Unsecured Notes 4.375% due 2044 | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.375% | |
Debt Instrument, Maturity Date | May 15, 2044 | |
Unsecured Debt | $ 394 | 394 |
Senior Unsecured Notes 4.625% due 2018 | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.625% | |
Debt Instrument, Maturity Date | Mar. 15, 2046 | |
Unsecured Debt | $ 979 | 0 |
Other Debt | ||
Unsecured Debt | $ 23 | $ 22 |
Capital Stock (Narrative) (Deta
Capital Stock (Narrative) (Details) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Cash dividends declared, per share of common stock | $ / shares | $ 0.38 |
Stock Repurchased and Retired During Period, Shares | shares | 100 |
Repurchase and retirement of 1.3 million shares of common stock | $ 13 |
2012 $405.0 Million Repurchase Agreement | |
Stock Repurchased and Retired During Period, Shares | shares | 135 |
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 0 |
2015 $2.0 Billion Repurchase Agreement | |
Repurchase and retirement of 1.3 million shares of common stock | $ 0 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 16.40% | 40.60% |
Segment Information (Sales And
Segment Information (Sales And Other Financial Information By Business Segment) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net sales | $ 2,495 | $ 2,379 |
Segment operating income | 519 | 406 |
Acquisition and integration-related charges | (5) | (20) |
Amortization of intangible assets | (53) | (49) |
Restructuring and related charges | (20) | (26) |
Recall charges, net of insurance proceeds | (19) | (54) |
Legal Matters | 12 | |
Operating Segments | ||
Net sales | 2,495 | 2,379 |
Segment operating income | 687 | 632 |
Operating Segments | Orthopaedics | ||
Net sales | 1,057 | 1,023 |
Segment operating income | 349 | 339 |
Operating Segments | MedSurg | ||
Net sales | 958 | 927 |
Segment operating income | 198 | 181 |
Operating Segments | Neurotechnology and Spine | ||
Net sales | 480 | 429 |
Segment operating income | 140 | 112 |
Corporate and Other | ||
Segment operating income | $ (83) | $ (77) |