Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 30, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | BOSTON SCIENTIFIC CORPORATION | |
Entity Central Index Key | 885,725 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 1,345,195,041 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net sales | $ 1,888 | $ 1,846 | $ 5,499 | $ 5,493 |
Cost of products sold | 539 | 550 | 1,600 | 1,651 |
Gross profit | 1,349 | 1,296 | 3,899 | 3,842 |
Operating expenses: | ||||
Selling, general and administrative expenses | 729 | 741 | 2,095 | 2,150 |
Research and development expenses | 221 | 212 | 632 | 609 |
Royalty expense | 17 | 21 | 53 | 86 |
Amortization expense | 131 | 109 | 361 | 327 |
Intangible asset impairment charges | 10 | 12 | 19 | 177 |
Contingent consideration expense (benefit) | 40 | (4) | 86 | (122) |
Restructuring charges | 7 | 2 | 16 | 37 |
Litigation-related charges (credits) | 457 | 139 | 649 | 399 |
Pension termination charges | 36 | 0 | 44 | 0 |
Gain on divestiture | 0 | 0 | 0 | (12) |
Operating expenses | 1,648 | 1,232 | 3,955 | 3,651 |
Operating income (loss) | (299) | 64 | (56) | 191 |
Other income (expense): | ||||
Interest expense | (58) | (54) | (225) | (161) |
Other, net | (10) | (7) | (31) | 15 |
Income (loss) before income taxes | (367) | 3 | (312) | 45 |
Income tax expense (benefit) | (169) | (40) | (215) | (135) |
Net income (loss) | $ (198) | $ 43 | $ (97) | $ 180 |
Net income (loss) per common share — basic | $ (0.15) | $ 0.03 | $ (0.07) | $ 0.14 |
Net income (loss) per common share — assuming dilution | $ (0.15) | $ 0.03 | $ (0.07) | $ 0.13 |
Weighted-average shares outstanding | ||||
Basic | 1,344 | 1,325.5 | 1,339.7 | 1,323.5 |
Assuming dilution | 1,344 | 1,347.6 | 1,339.7 | 1,347.3 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net income (loss) | $ (198) | $ 43 | $ (97) | $ 180 |
Foreign currency translation adjustment | (12) | (15) | (42) | (23) |
Net change in unrealized gains and losses on derivative financial instruments, net of tax | (27) | 83 | (42) | 28 |
Net change in certain retirement plans, net of tax | 16 | 0 | 21 | (1) |
Total other comprehensive income (loss) | (23) | 68 | (63) | 4 |
Total comprehensive income (loss) | $ (221) | $ 111 | $ (160) | $ 184 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 350 | $ 587 |
Trade accounts receivable, net | 1,274 | 1,183 |
Inventories | 1,086 | 946 |
Deferred and prepaid income taxes | 367 | 447 |
Other current assets | 385 | 443 |
Total current assets | 3,462 | 3,606 |
Property, plant and equipment, net | 1,479 | 1,507 |
Goodwill | 6,468 | 5,898 |
Other intangible assets, net | 6,228 | 5,606 |
Other long-term assets | 578 | 425 |
TOTAL ASSETS | 18,215 | 17,042 |
Current liabilities: | ||
Current debt obligations | 63 | 403 |
Accounts payable | 210 | 262 |
Accrued expenses | 1,605 | 1,950 |
Other current liabilities | 360 | 231 |
Total current liabilities | 2,238 | 2,846 |
Long-term debt | 5,796 | 3,859 |
Deferred income taxes | 770 | 1,214 |
Other long-term liabilities | $ 3,001 | $ 2,666 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock, $.01 par value - authorized 50,000,000 shares, none issued and outstanding | ||
Common stock, $.01 par value - authorized 2,000,000,000 shares - issued 1,592,429,606 shares as of September 30, 2015 and 1,575,018,236 shares as of December 31, 2014 | $ 16 | $ 16 |
Treasury stock, at cost - 247,566,270 shares as of September 30, 2015 and 247,566,270 shares as of December 31, 2014 | (1,717) | (1,717) |
Additional paid-in capital | 16,815 | 16,703 |
Accumulated deficit | (8,785) | (8,689) |
Accumulated other comprehensive income (loss), net of tax | 81 | 144 |
Total stockholders’ equity | 6,410 | 6,457 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 18,215 | $ 17,042 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Stockholders' Equity: | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 1,592,429,606 | 1,575,018,236 |
Common stock, shares outstanding | 1,344,863,336 | 1,327,451,966 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury shares | 247,566,270 | 247,566,270 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash provided by (used for) operating activities | $ 271 | $ 829 |
Investing activities: | ||
Purchases of property, plant and equipment | (162) | (180) |
Purchases of privately held securities | (209) | (6) |
Purchases of notes receivable | (1) | (12) |
Proceeds from sales of publicly traded and privately held equity securities and collections of notes receivable | 0 | 12 |
Payments for acquisitions of businesses, net of cash acquired | (1,642) | (487) |
Payments for investments and acquisitions of certain technologies | (2) | (1) |
Proceeds from business divestitures, net of costs | 0 | 12 |
Cash provided by (used for) investing activities | (2,016) | (662) |
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Payments on long-term borrowings | (1,000) | 0 |
Proceeds from long-term borrowings, net of debt issuance costs | 2,580 | 0 |
Payment of contingent consideration | (102) | (15) |
Proceeds from borrowings on credit facilities | 565 | 810 |
Payments on borrowings from credit facilities | (565) | (810) |
Payments for acquisitions of treasury stock | 0 | (125) |
Cash used to net share settle employee equity awards | (62) | (48) |
Proceeds from issuances of shares of common stock | 97 | 52 |
Cash provided by (used for) financing activities | 1,513 | (136) |
Effect of foreign exchange rates on cash | (5) | (2) |
Net increase (decrease) in cash and cash equivalents | (237) | 29 |
Cash and cash equivalents at beginning of period | 587 | 217 |
Cash and cash equivalents at end of period | 350 | 246 |
Supplemental Information | ||
Stock-based compensation expense | 79 | 79 |
Fair value of contingent consideration recorded in purchase accounting | $ 31 | $ 0 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Basis of Presentation [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of Boston Scientific Corporation have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 . For further information, refer to the consolidated financial statements and footnotes thereto included in Item 8 of our 2014 Annual Report on Form 10-K. Subsequent Events We evaluate events occurring after the date of our most recent accompanying unaudited condensed consolidated balance sheets for potential recognition or disclosure in our financial statements. We did not identify any material subsequent events requiring adjustment to our accompanying unaudited condensed consolidated financial statements (recognized subsequent events) for the three and nine month periods ended September 30, 2015 . Those items requiring disclosure (unrecognized subsequent events) in the financial statements have been disclosed accordingly. Refer to Note J - Commitments and Contingencies for more information. |
Acquisitions and Strategic Inve
Acquisitions and Strategic Investments | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND STRATEGIC INVESTMENTS | ACQUISITIONS AND STRATEGIC INVESTMENTS 2015 Acquisitions AMS Portfolio Acquisition On August 3, 2015, we completed the acquisition of the American Medical Systems male urology portfolio (AMS Portfolio Acquisition), which includes the men's health and prostate health businesses, from Endo International plc. Total consideration was comprised of $1.616 billion in up-front cash plus related fees and expenses, and a potential additional $50 million in consideration based on 2016 sales. The AMS male urology portfolio is being integrated with our formerly named Urology and Women's Health business, and the joint businesses have become Urology and Pelvic Health. In addition, as part of the acquisition agreement, we made a $60 million Series B non-voting preferred stock investment in the women's health business of Endo Health Solutions, a wholly owned subsidiary of Endo International, plc., representing the remaining Women's Health business of the American Medical Systems' Portfolio. Xlumena, Inc. On April 2, 2015, we acquired Xlumena, Inc. (Xlumena), a medical device company that developed minimally invasive devices for Endoscopic Ultrasound (EUS) guided transluminal drainage of targeted areas within the gastrointestinal tract. The purchase agreement called for an upfront payment of $63 million , an additional payment of $13 million upon FDA clearance of the HOT AXIOS™ product, and further sales-based milestones based on sales achieved through 2018. We are in the process of integrating Xlumena into our Endoscopy business, and expect the integration to be substantially complete by the end of 2016. Purchase Price Allocation We accounted for these acquisitions as business combinations and, in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification ® (ASC) Topic 805, Business Combinations , we have recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition dates. The components of the aggregate preliminary purchase prices are as follows (in millions): Cash, net of cash acquired, including amounts payable as of September 30, 2015 $ 1,659 Fair value of contingent consideration 31 $ 1,690 The following summarizes the aggregate preliminary purchase price allocation for the 2015 acquisitions as of September 30, 2015 (in millions): Goodwill $ 568 Amortizable intangible assets 992 Inventory 102 Property, Plant and Equipment 42 Other net assets 39 Deferred income taxes (53 ) $ 1,690 We allocated a portion of the purchase price to specific intangible asset categories as follows: Amount (in millions) Weighted (in years) Range of Risk- Amortizable intangible assets: Technology-related $ 358 11-12 13.5% - 15% Customer relationships 616 12 13.5% Other intangible assets 18 13 13.5% $ 992 2014 Acquisitions Interventional Business of Bayer AG On August 29, 2014, we completed the acquisition of the Interventional Division of Bayer AG (Bayer), for total cash consideration of $414 million . We believe that this acquisition enhances our ability to offer physicians and healthcare systems a more complete portfolio of solutions to treat challenging vascular conditions. The transaction includes the AngioJet® Thrombectomy System and the Fetch® 2 Aspiration Catheter, which are used in endovascular procedures to remove blood clots from blocked arteries and veins, and the JetStream® Atherectomy System, used to remove plaque and thrombi from diseased arteries. We are in the process of integrating Bayer into our Peripheral Intervention and Interventional Cardiology businesses, and expect the integration to be substantially complete by the middle of 2016. IoGyn, Inc. On May 7, 2014, we completed the acquisition of the remaining fully diluted equity of IoGyn, Inc. (IoGyn). Prior to the acquisition, we held approximately 28 percent minority interest in IoGyn in addition to notes receivable of $8 million . Total consideration was comprised of a net cash payment of $65 million at closing to acquire the remaining 72 percent of IoGyn equity and repay outstanding debt. IoGyn developed the Symphion TM System, a next generation system for hysteroscopic intrauterine tissue removal including fibroids (myomas) and polyps. We have substantially completed the process of integrating the operations of the IoGyn business with our gynecological surgery business, which is part of our Urology and Pelvic Health business. Purchase Price Allocation We accounted for these acquisitions as business combinations and, in accordance with FASB ASC Topic 805, Business Combinations , we have recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition dates. The components of the aggregate purchase prices are as follows (in millions): Cash, net of cash acquired $ 479 Fair value of prior interests 31 $ 510 We re-measured our previously held investments to their estimated acquisition-date fair value of $31 million and recorded a gain of $19 million in Other, net , in the accompanying condensed consolidated statements of operations during the second quarter of 2014. We measured the fair values of the previously held investments based on the liquidation preferences and priority of the equity interests and debt, including accrued interest. The following summarizes the aggregate purchase price allocation for the 2014 acquisitions as of September 30, 2014 (in millions): Goodwill $ 210 Amortizable intangible assets 263 Inventory 23 Property, Plant and Equipment 17 Prepaid Transaction Service Agreements 5 Other net assets (1 ) Deferred income taxes (7 ) $ 510 We allocated a portion of the purchase price to specific intangible asset categories as follows: Amount (in millions) Weighted (in years) Range of Risk- Amortizable intangible assets: Technology-related $ 233 10 - 14 14 - 18 % Customer relationships 29 10 18% Other intangible assets 1 2 14% $ 263 Our technology-related intangible assets consist of technical processes, intellectual property, and institutional understanding with respect to products and processes that we will leverage in future products or processes and will carry forward from one product generation to the next. We used the income approach to derive the fair value of the technology-related intangible assets, and are amortizing them on a straight-line basis over their assigned estimated useful lives. Customer relationships represent the estimated fair value of non-contractual customer and distributor relationships. Customer relationships are direct relationships with physicians and hospitals performing procedures with the acquired products, and distributor relationships are relationships with third parties used to sell products, both as of the acquisition date. These relationships were valued separately from goodwill because there is a history and pattern of conducting business with customers and distributors. We used the income approach or the replacement cost and lost profits methodology to derive the fair value of the customer relationships. The customer relationships intangible assets are amortized on a straight-line basis over their assigned estimated useful lives. Other intangible assets primarily include acquired tradenames. These tradenames include brand names that we expect to continue using in our product portfolio and related marketing materials. The tradenames are valued using a relief from royalty methodology and are amortized on a straight-line basis over their assigned estimated useful lives. We believe that the estimated intangible asset values represent the fair value at the date of acquisition and do not exceed the amount a third party would pay for the assets. These fair value measurements are based on significant unobservable inputs, including management estimates and assumptions and, accordingly, are classified as Level 3 within the fair value hierarchy prescribed by FASB ASC Topic 820, Fair Value Measurements and Disclosures . We recorded the excess of the aggregate purchase price over the estimated fair values of the identifiable assets acquired as goodwill. Goodwill was established due primarily to synergies expected to be gained from leveraging our existing operations as well as revenue and cash flow projections associated with future technologies, and has been allocated to our reportable segments based on the relative expected benefit. Of the goodwill recorded, approximately $500 million , based on preliminary estimates, related to our 2015 acquisitions and approximately $150 million related to our 2014 acquisitions is deductible for tax purposes. See Note D - Goodwill and Other Intangible Assets for more information related to goodwill allocated to our reportable segments. Contingent Consideration Certain of our acquisitions involve contingent consideration arrangements. Payment of additional consideration is generally contingent on the acquired company reaching certain performance milestones, including attaining specified revenue levels, achieving product development targets and/or obtaining regulatory approvals. In accordance with U.S. GAAP, we recognize a liability equal to the fair value of the contingent payments we expect to make as of the acquisition date. We re-measure this liability each reporting period and record changes in the fair value through a separate line item within our consolidated statements of operations. We recorded a net expense related to the change in fair value of our contingent consideration liabilities of $40 million during the third quarter of 2015 and $86 million during the first nine months of 2015 . We recorded net benefit s of $4 million during the third quarter of 2014 and $122 million during the first nine months of 2014 . We paid contingent consideration of $15 million during the third quarter of 2015 and $125 million during the first nine months of 2015 . We made no payments of contingent consideration during the third quarter of 2014 and we made payments of $15 million during the first nine months of 2014 . Changes in the fair value of our contingent consideration liability were as follows (in millions): Balance as of December 31, 2014 $ 274 Amounts recorded related to new acquisitions 31 Other amounts recorded related to prior acquisitions — Net fair value adjustments 86 Payments made (125 ) Balance as of September 30, 2015 $ 266 As of September 30, 2015 , the maximum amount of future contingent consideration (undiscounted) that we could be required to pay was approximately $1.893 billion . Contingent consideration liabilities are re-measured to fair value each reporting period using projected revenues, discount rates, probabilities of payment and projected payment dates. The recurring Level 3 fair value measurements of our contingent consideration liability include the following significant unobservable inputs: Contingent Consideration Liability Fair Value as of September 30, 2015 Valuation Technique Unobservable Input Range Revenue-based Payments $84 million Probability Weighted Discounted Cash Flow Discount Rate 11.5% - 15% Projected Year of Payment 2015 - 2019 $182 million Monte Carlo Revenue Volatility 11% - 20% Risk Free Rate LIBOR Term Structure Projected Year of Payment 2015 - 2018 Increases or decreases in the fair value of our contingent consideration liability can result from changes in discount periods and rates, as well as changes in the timing and amount of revenue estimates or in the timing or likelihood of achieving milestones. Projected contingent payment amounts related to certain revenue-based milestones are discounted back to the current period using a discounted cash flow (DCF) model. Other revenue-based payments are valued using a Monte Carlo valuation model, which simulates future revenues during the earn-out period using management's best estimates. Projected revenues are based on our most recent internal operational budgets and long-range strategic plans. Increases in projected revenues and probabilities of payment may result in higher fair value measurements. Increases in discount rates and the time to payment may result in lower fair value measurements. Increases or decreases in any of those inputs together, or in isolation, may result in a significantly lower or higher fair value measurement. Strategic Investments On April 30, 2015, we acquired a 27 percent ownership interest in Preventice, Inc. (Preventice), which includes 18.5 percent of Preventice's common stock. Preventice is a privately-held company headquartered in Minneapolis, MN, and a leading developer of mobile health solutions and services. Preventice offers a full portfolio of wearable cardiac monitors, including Holter monitors, cardiac event monitors and mobile cardiac telemetry. In addition to the equity agreement, we entered into a commercial agreement with Preventice, under which we will become Preventice’s exclusive, worldwide sales and marketing representative. We believe this partnership strengthens our portfolio of cardiac monitoring and broader disease management capabilities. On April 13, 2015, we acquired 25 percent of the common stock of Frankenman Medical Equipment Company (Frankenman). Frankenman is a private company headquartered in Suzhou, China, and is a local market leader in surgical staplers. Additionally, we entered into co-promotional and co-selling agreements with Frankenman to jointly commercialize selected products in China. We believe this alliance will enable us to reach more clinicians and treat more patients in China by providing access to training on less invasive endoscopic technologies with clinical and economic benefits. We are accounting for our investments in Preventice and Frankenman as equity method investments, in accordance with FASB ASC Topic 323, Investments - Equity Method and Joint Ventures. As of September 30, 2015 , the book value of our equity method investments exceeded our share of the book value of the investees’ underlying net assets by approximately $40 million , which represents amortizable intangible assets and corresponding deferred tax liabilities, and goodwill. During the three and nine months ended September 30, 2015 , the net losses from our equity method adjustments, presented within the Other, net caption of our condensed consolidated statement of operations were de minimis. We did not close any material strategic investments in the third quarter or first nine months of 2014. |
Divestitures and Pension Termin
Divestitures and Pension Termination | 9 Months Ended |
Sep. 30, 2015 | |
Divestitures and Assets Held for Sale [Abstract] | |
DIVESTITURES AND PENSION TERMINATION | DIVESTITURES AND PENSION TERMINATION In January 2011, we closed the sale of our Neurovascular business to Stryker Corporation for a purchase price of $1.500 billion in cash. We received $1.450 billion during 2011, an additional $10 million during 2012, $30 million during 2013 and the final amount due to us in 2014. At the time of divestiture, due to our continuing involvement in the operations of the Neurovascular business following the transaction, the divestiture did not meet the criteria for presentation as a discontinued operation. We recorded a gain of $12 million during the first nine months of 2014 associated with the Neurovascular divestiture. Following our 2006 acquisition of Guidant Corporation, we sponsored the Guidant Retirement Plan, a frozen noncontributory defined benefit plan covering a select group of current and former employees. The plan was partially frozen as of September 25, 1995 and completely frozen as of May 31, 2007, and was terminated effective December 1, 2014. During 2015, we finalized the termination process and settled the plan’s obligations, and as a result, we have recorded pension termination charges of $36 million and $44 million during the third quarter and first nine months of 2015 . |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS The gross carrying amount of goodwill and other intangible assets and the related accumulated amortization for intangible assets subject to amortization and accumulated write-offs of goodwill as of September 30, 2015 and December 31, 2014 are as follows: As of September 30, 2015 December 31, 2014 Gross Carrying Accumulated Amortization/ Gross Carrying Accumulated Amortization/ (in millions) Amount Write-offs Amount Write-offs Amortizable intangible assets Technology-related $ 8,874 $ (3,952 ) $ 8,406 $ (3,697 ) Patents 519 (354 ) 519 (342 ) Other intangible assets 1,512 (584 ) 875 (533 ) $ 10,905 $ (4,890 ) $ 9,800 $ (4,572 ) Unamortizable intangible assets Goodwill $ 16,368 $ (9,900 ) $ 15,798 $ (9,900 ) In-process research and development (IPR&D) 93 — 181 — Technology-related 120 — 197 — $ 16,581 $ (9,900 ) $ 16,176 $ (9,900 ) During the third quarter of 2015, we reclassified approximately $77 million of core technology not previously subject to amortization to amortizable intangible assets due to projected changes in the market for this technology. We tested the intangible asset for impairment prior to this reclassification and determined that the asset was not impaired. In addition, during the third quarter of 2015, we reclassified $1 million of IPR&D not previously subject to amortization to amortizable intangible assets, as a result of regulatory approvals, for a total of $77 million of IPR&D assets not previously subject to amortization reclassified as amortizable intangible assets during the first nine months of 2015. The IPR&D reclassified to amortizable intangible assets during the first nine months of 2015 primarily related to the receipt of FDA approval of the WATCHMAN ® device. The following represents our goodwill balance by global reportable segment: (in millions) Cardiovascular Rhythm Management MedSurg Total Balance as of December 31, 2014 $ 3,426 $ 290 $ 2,182 $ 5,898 Purchase price adjustments — 2 — 2 Goodwill acquired — — 568 568 Balance as of September 30, 2015 $ 3,426 $ 292 $ 2,750 $ 6,468 Goodwill Impairment Testing We test our goodwill balances during the second quarter of each year for impairment, or more frequently if indicators are present or changes in circumstances suggest that an impairment may exist. In the second quarter of 2015, we performed our annual goodwill impairment test for all of our reporting units and concluded the fair value of each reporting unit exceeded its carrying value. As a result of the 2015 annual goodwill impairment test, we identified our global Electrophysiology reporting unit as being at higher risk of potential failure of the first step of the goodwill impairment test in future reporting periods. As of the date of our annual goodwill impairment test, our global Electrophysiology reporting unit had excess fair value over carrying value of approximately 28 percent and held $292 million of allocated goodwill. Also, as of the date of our annual goodwill impairment test, our global Cardiac Rhythm Management (CRM) reporting unit had excess fair value over carrying value of approximately 26 percent ; however, due to goodwill impairment charges in prior years, no goodwill remains within our CRM reporting unit. Changes in our reporting units or in the structure of our business as a result of future reorganizations, acquisitions or divestitures of assets or businesses could result in future impairments of goodwill within our reporting units. Refer to Critical Accounting Policies and Estimates within our Management's Discussion and Analysis of Financial Condition and Results of Operations contained in Item 2 of this Quarterly Report on Form 10-Q for a discussion of key assumptions used in our testing. On a quarterly basis, we monitor the key drivers of fair value to detect events or other changes that would warrant an interim impairment test of our goodwill. The key variables that drive the cash flows of our reporting units and amortizable intangibles are estimated revenue growth rates and levels of profitability. Terminal value growth rate assumptions, as well as the Weighted Average Cost of Capital (WACC) rate applied are additional key variables for reporting unit cash flows. These assumptions are subject to uncertainty, including our ability to grow revenue and improve profitability levels. Relatively small declines in the future performance and cash flows of a reporting unit or asset group or small changes in other key assumptions may result in the recognition of significant goodwill impairment charges. For example, as of the date of our annual goodwill impairment test, keeping all other variables constant, a combined increase of 50 basis points in the WACC along with a simultaneous decrease of 150 basis points in the long term growth rate applied would require that we perform the second step of the goodwill impairment test for our global Electrophysiology reporting unit. The estimates used for our future cash flows and discount rates represent management's best estimates, which we believe to be reasonable, but future declines in business performance may impair the recoverability of our goodwill. Future events that could have a negative impact on the levels of excess fair value over carrying value of our reporting units include, but are not limited to: • decreases in estimated market sizes or market growth rates due to greater-than-expected declines in procedural volumes, pricing pressures, reductions in reimbursement levels, product actions, and/or competitive technology developments; • declines in our market share and penetration assumptions due to increased competition, an inability to develop or launch new and next-generation products and technology features in line with our commercialization strategies, and market and/or regulatory conditions that may cause significant launch delays or product recalls; • decreases in our forecasted profitability due to an inability to successfully implement and achieve timely and sustainable cost improvement measures consistent with our expectations; • negative developments in intellectual property litigation that may impact our ability to market certain products or increase our costs to sell certain products; • the level of success of ongoing and future research and development efforts, including those related to recent acquisitions, and increases in the research and development costs necessary to obtain regulatory approvals and launch new products; • the level of success in managing the growth of acquired companies, achieving sustained profitability consistent with our expectations, establishing government and third-party payer reimbursement, supplying the market, and increases in the costs and time necessary to integrate acquired businesses into our operations successfully; • changes in our reporting units or in the structure of our business as a result of future reorganizations, acquisitions or divestitures of assets or businesses; and • increases in our market-participant risk-adjusted WACC, and increases in our market-participant tax rate, and/or changes in tax laws or macroeconomic conditions. Negative changes in one or more of these factors, among others, could result in impairment charges. The following is a rollforward of accumulated goodwill write-offs by global reportable segment: (in millions) Cardiovascular Rhythm Management MedSurg Total Accumulated write-offs as of December 31, 2014 $ (1,479 ) $ (6,960 ) $ (1,461 ) $ (9,900 ) Goodwill written off — — — — Accumulated write-offs as of September 30, 2015 $ (1,479 ) $ (6,960 ) $ (1,461 ) $ (9,900 ) Intangible Asset Impairment Testing 2015 Charges During the third quarter of 2015, we performed our annual impairment test of all IPR&D projects and our indefinite-lived core technology assets. Indefinite-lived intangible assets are tested for impairment on an annual basis during the third quarter of each year, or more frequently if impairment indicators are present, in accordance with U.S. GAAP and our accounting policies described in our 2014 Annual Report on Form 10-K. In addition, as a result of revised estimates in conjunction with our annual operating plan, we performed an interim impairment test of certain definite-lived core technology associated with certain of our acquisitions. Based on the results of our testing, we recorded impairment charges of $10 million in the third quarter of 2015. During the second quarter of 2015, in conjunction with our annual strategic planning process and annual goodwill impairment test, we performed an interim impairment test on certain of our IPR&D projects and core technology assets. Based on our impairment assessment, we recorded an impairment charge of $9 million in the second quarter of 2015. 2014 Charges During the third quarter of 2014, we performed our annual impairment test of all IPR&D projects, and our indefinite-lived core technology assets. Based on the results of our annual test, we recorded total impairment charges of $4 million to write-down the balances of certain in-process projects to their fair value. In addition, as a result of revised estimates in conjunction with our annual operating plan, we performed an interim impairment test of core technology associated with certain of our acquisitions, and we recorded an impairment charge of $8 million , for a total of $12 million of impairment charges in the third quarter of 2014. During the second quarter of 2014, as a result of revised estimates developed in conjunction with our annual strategic planning process and annual goodwill impairment test, we performed an interim impairment test of our IPR&D projects and core technology associated with certain of our acquisitions. Based on our impairment assessment, and lower expected future cash flows associated with our intangible assets, we recorded pre-tax impairment charges of $110 million in the second quarter of 2014. As a result of changes in our clinical strategy and lower estimates of the European and global hypertension markets, and the resulting amount of future revenue and cash flows associated with the technology acquired from Vessix Vascular Inc. (Vessix), we recorded impairment charges of $67 million related to technology intangible assets during the second quarter of 2014. In addition, in the second quarter of 2014, due to revised expectations and timing as a result of the announcement of a third FDA Circulatory System Devices Panel, we recorded impairment charges of $35 million related to the IPR&D intangible assets acquired from Atritech, Inc. (Atritech). We also recorded an additional $8 million intangible asset impairment charge associated with changes in the amount of the expected cash flows related to certain other acquired IPR&D projects. During the first quarter of 2014, as a result of lower estimates of the resistant hypertension market following the announcement of data from a competitor's clinical trial, we performed an interim impairment test of our IPR&D projects and core technology associated with our acquisition of Vessix. The impairment assessments were based upon probability-weighted cash flows of potential future scenarios. Based on our impairment assessment, and lower expected future cash flows associated with our Vessix-related intangible assets, we recorded pre-tax impairment charges of $55 million in the first quarter of 2014 to write-down the balance of these intangible assets to their calculated fair value. The nonrecurring Level 3 fair value measurements of our intangible asset impairment analysis included the following significant unobservable inputs: Intangible Asset Valuation Date Fair Value Valuation Technique Unobservable Input Rate Core Technology September 30, 2015 $8 million Income Approach -Excess Earnings Method Discount Rate 10% In-Process R&D June 30, 2015 $6 million Income Approach - Excess Earnings Method Discount Rate 16.5 - 20% In-Process R&D September 30, 2014 $16 million Income Approach - Excess Earnings Method Discount Rate 16.5 - 20% In-Process R&D June 30, 2014 $83 million Income Approach - Excess Earnings Method Discount Rate 16.5 - 20% Core Technology June 30, 2014 $8 million Income Approach - Excess Earnings Method Discount Rate 15% In-Process R&D March 31, 2014 $6 million Income Approach - Excess Earnings Method Discount Rate 20% Core Technology March 31, 2014 $64 million Income Approach - Excess Earnings Method Discount Rate 15% |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Derivative Instruments and Hedging Activities We address market risk from changes in foreign currency exchange rates and interest rates through a risk management program that includes the use of derivative financial instruments, and we operate the program pursuant to documented corporate risk management policies. Our derivative instruments do not subject our earnings or cash flows to material risk, as gains and losses on these derivatives generally offset losses and gains on the item being hedged. We do not enter into derivative transactions for speculative purposes, and we do not have any non-derivative instruments that are designated as hedging instruments pursuant to FASB ASC Topic 815, Derivatives and Hedging (Topic 815). Currency Hedging We are exposed to currency risk consisting primarily of foreign currency denominated monetary assets and liabilities, forecasted foreign currency denominated intercompany and third-party transactions and net investments in certain subsidiaries. We manage our exposure to changes in foreign currency exchange rates on a consolidated basis to take advantage of offsetting transactions. We use derivative instruments, and non-derivative transactions to reduce the risk that our earnings and cash flows associated with these foreign currency denominated balances and transactions will be adversely affected by foreign currency exchange rate changes. Currently or Previously Designated Foreign Currency Hedges All of our designated currency hedge contracts outstanding as of September 30, 2015 and December 31, 2014 were cash flow hedges under Topic 815 intended to protect the U.S. dollar value of our forecasted foreign currency denominated transactions. We record the effective portion of any change in the fair value of foreign currency cash flow hedges in other comprehensive income (OCI) until the related third-party transaction occurs. Once the related third-party transaction occurs, we reclassify the effective portion of any related gain or loss on the foreign currency cash flow hedge to earnings. In the event the hedged forecasted transaction does not occur, or it becomes no longer probable that it will occur, we reclassify the amount of any gain or loss on the related cash flow hedge to earnings at that time. We had currency derivative instruments currently or previously designated as cash flow hedges outstanding in the contract amount of $1.517 billion as of September 30, 2015 and $2.178 billion as of December 31, 2014 . We recognized net gains of $54 million in earnings on our cash flow hedges during the third quarter of 2015 and $156 million for the first nine months of 2015 , as compared to net gains of $25 million during the third quarter of 2014 and $68 million for the first nine months of 2014 . All currency cash flow hedges outstanding as of September 30, 2015 mature within 36 months. As of September 30, 2015 , $171 million of net gains, net of tax, were recorded in accumulated other comprehensive income (AOCI) to recognize the effective portion of the fair value of any currency derivative instruments that are, or previously were, designated as foreign currency cash flow hedges, as compared to net gains of $217 million as of December 31, 2014 . As of September 30, 2015 , $114 million of net gains, net of tax, may be reclassified to earnings within the next twelve months. The success of our hedging program depends, in part, on forecasts of transaction activity in various currencies (primarily Japanese yen, Euro, British pound sterling, Australian dollar and Canadian dollar). We may experience unanticipated currency exchange gains or losses to the extent that there are differences between forecasted and actual activity during periods of currency volatility. In addition, changes in foreign currency exchange rates related to any unhedged transactions may impact our earnings and cash flows. Non-designated Foreign Currency Contracts We use currency forward contracts as a part of our strategy to manage exposure related to foreign currency denominated monetary assets and liabilities. These currency forward contracts are not designated as cash flow, fair value or net investment hedges under Topic 815; are marked-to-market with changes in fair value recorded to earnings; and are entered into for periods consistent with currency transaction exposures, generally less than one year. We had currency derivative instruments not designated as hedges under Topic 815 outstanding in the contract amount of $1.947 billion as of September 30, 2015 and $2.470 billion as of December 31, 2014 . Interest Rate Hedging Our interest rate risk relates primarily to U.S. dollar borrowings, partially offset by U.S. dollar cash investments. We have historically used interest rate derivative instruments to manage our earnings and cash flow exposure to changes in interest rates by converting floating-rate debt into fixed-rate debt or fixed-rate debt into floating-rate debt. We designate these derivative instruments either as fair value or cash flow hedges under Topic 815. We record changes in the value of fair value hedges in interest expense, which is generally offset by changes in the fair value of the hedged debt obligation. Interest payments made or received related to our interest rate derivative instruments are included in interest expense. We record the effective portion of any change in the fair value of derivative instruments designated as cash flow hedges as unrealized gains or losses in OCI, net of tax, until the hedged cash flow occurs, at which point the effective portion of any gain or loss is reclassified to earnings. We record the ineffective portion of our cash flow hedges in interest expense. In the event the hedged cash flow does not occur, or it becomes no longer probable that it will occur, we reclassify the amount of any gain or loss on the related cash flow hedge to interest expense at that time. In the fourth quarter of 2013, we entered into interest rate derivative contracts having a notional amount of $450 million to convert fixed-rate debt into floating-rate debt, which we designated as fair value hedges. During the first quarter of 2015, we terminated these hedges and we received total proceeds of approximately $35 million , which included approximately $7 million of net accrued interest receivable. We assessed at inception, and re-assessed on an ongoing basis, whether the interest rate derivative contracts were highly effective in offsetting changes in the fair value of the hedged fixed-rate debt. We recognized no gains or losses in interest expense, related to fair value hedges, during the third quarter of 2015 . During the first nine months of 2015 , we recognized, in interest expense, an $8 million loss on our hedged debt and an $8 million gain on the related interest rate derivative contract. During the third quarter of 2014, we recognized, in interest expense, a $1 million gain on our hedged debt and a $1 million loss on the related interest rate derivative contract. During the first nine months of 2014 , we recognized, in interest expense, a $17 million loss on our hedged debt and a $17 million gain on the related interest rate derivative contract. During the second quarter of 2015, we entered into forward starting interest rate derivative contracts having a notional amount of $450 million to hedge interest rate risk associated with a planned issuance of fixed-rate senior notes, which we designated as cash flow hedges. These hedges were terminated during the second quarter at the time we issued the fixed-rate senior notes and we received total proceeds of approximately $11 million . We had no amounts outstanding under these hedges as of September 30, 2015 . We assessed, at inception, and re-assessed, on an ongoing basis, whether the cash flow derivative contracts were highly effective in offsetting changes in interest rates. The gain on this derivative contract was recorded within accumulated other comprehensive income, and is being amortized into earnings as a credit to interest expense over the life of the related senior notes. We are amortizing the gains and losses on previously terminated interest rate derivative instruments, including fixed-to-floating interest rate contracts designated as fair value hedges and forward starting interest rate derivative contracts and treasury locks designated as cash flow hedges upon termination into earnings as a component of interest expense over the remaining term of the hedged debt, in accordance with Topic 815. The carrying amount of certain of our senior notes included unamortized gains of $66 million as of September 30, 2015 and $45 million as of December 31, 2014 , and unamortized losses of $1 million as of September 30, 2015 and $2 million as of December 31, 2014 related to the fixed-to-floating interest rate contracts that we terminated in prior periods. In addition, we had pre-tax net gains within AOCI related to terminated forward starting interest rate derivative contracts and treasury locks of $10 million as of September 30, 2015 and $2 million as of December 31, 2014 . We recorded approximately $3 million during the third quarter of 2015 and $10 million during the first nine months of 2015 as a reduction to interest expense, resulting from the amortization of terminated interest rate derivative contracts. As of September 30, 2015 , $13 million of pre-tax net gains may be reclassified to earnings within the next twelve months as a reduction to interest expense from amortization of our terminated interest rate derivative contracts. Counterparty Credit Risk We do not have significant concentrations of credit risk arising from our derivative financial instruments, whether from an individual counterparty or a related group of counterparties. We manage the concentration of counterparty credit risk on our derivative instruments by limiting acceptable counterparties to a diversified group of major financial institutions with investment grade credit ratings, limiting the amount of credit exposure to each counterparty, and actively monitoring their credit ratings and outstanding fair values on an ongoing basis. Furthermore, none of our derivative transactions are subject to collateral or other security arrangements and none contain provisions that are dependent on our credit ratings from any credit rating agency. We also employ master netting arrangements that reduce our counterparty payment settlement risk on any given maturity date to the net amount of any receipts or payments due between us and the counterparty financial institution. Thus, the maximum loss due to counterparty credit risk is limited to the unrealized gains in such contracts net of any unrealized losses should any of these counterparties fail to perform as contracted. Although these protections do not eliminate concentrations of credit risk, as a result of the above considerations, we do not consider the risk of counterparty default to be significant. Fair Value of Derivative Instruments The following presents the effect of our derivative instruments designated as cash flow hedges under Topic 815 on our accompanying unaudited condensed consolidated statements of operations during the third quarter and first nine months of 2015 and 2014 (in millions): Amount of Pre-tax Gain (Loss) Recognized in OCI (Effective Portion) Amount of Pre-tax Gain (Loss) Reclassified from AOCI into Earnings (Effective Portion) Location in Statement of Operations Three Months Ended September 30, 2015 Currency hedge contracts $ 13 $ 54 Cost of products sold $ 13 $ 54 Three Months Ended September 30, 2014 Currency hedge contracts $ 156 $ 25 Cost of products sold $ 156 $ 25 Nine Months Ended September 30, 2015 Currency hedge contracts $ 81 $ 156 Cost of products sold Interest rate derivative contracts 11 2 Interest Expense $ 92 $ 158 Nine Months Ended September 30, 2014 Currency hedge contracts $ 115 $ 68 Cost of products sold $ 115 $ 68 The amount of gain (loss) recognized in earnings related to the ineffective portion of hedging relationships was de minimis for all periods presented. Net gains and losses on currency hedge contracts not designated as hedging instruments were offset by net losses and gains from foreign currency transaction exposures, as shown in the following table: in millions Location in Statement of Operations Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Gain (loss) on currency hedge contracts Other, net $ 32 $ 40 $ 46 $ 20 Gain (loss) on foreign currency transaction exposures Other, net (36 ) (45 ) (64 ) (31 ) Net foreign currency gain (loss) Other, net $ (4 ) $ (5 ) $ (18 ) $ (11 ) Topic 815 requires all derivative instruments to be recognized at their fair values as either assets or liabilities on the balance sheet. Generally, we use inputs that include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; other observable inputs for the asset or liability; and inputs derived principally from, or corroborated by, observable market data by correlation or other means. As of September 30, 2015 , we have classified all of our derivative assets and liabilities within Level 2 of the fair value hierarchy prescribed by FASB ASC Topic 820, Fair Value Measurements and Disclosures (Topic 820), as discussed below, because these observable inputs are available for substantially the full term of our derivative instruments. The following are the balances of our derivative assets and liabilities as of September 30, 2015 and December 31, 2014 : As of September 30, December 31, (in millions) Location in Balance Sheet (1) 2015 2014 Derivative Assets: Currently or Previously Designated Hedging Instruments Currency hedge contracts Other current assets $ 152 $ 178 Currency hedge contracts Other long-term assets 89 141 Interest rate contracts Other current assets — 3 Interest rate contracts Other long-term assets — 22 241 344 Non-Designated Hedging Instruments Currency hedge contracts Other current assets 49 100 Total Derivative Assets $ 290 $ 444 Derivative Liabilities: Currently or Previously Designated Hedging Instruments Currency hedge contracts Other current liabilities $ 1 $ 1 1 1 Non-Designated Hedging Instruments Currency hedge contracts Other current liabilities 29 35 Total Derivative Liabilities $ 30 $ 36 (1) We classify derivative assets and liabilities as current when the remaining term of the derivative contract is one year or less. Other Fair Value Measurements Recurring Fair Value Measurements On a recurring basis, we measure certain financial assets and financial liabilities at fair value based upon quoted market prices, where available. Where quoted market prices or other observable inputs are not available, we apply valuation techniques to estimate fair value. Topic 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The categorization of financial assets and financial liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy are defined as follows: • Level 1 – Inputs to the valuation methodology are quoted market prices for identical assets or liabilities. • Level 2 – Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs. • Level 3 – Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk. Assets and liabilities measured at fair value on a recurring basis consist of the following as of September 30, 2015 and December 31, 2014 : September 30, 2015 As of December 31, 2014 (in millions) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Money market and government funds $ 27 $ — $ — $ 27 $ 151 $ — $ — $ 151 Currency hedge contracts — 290 — 290 — 419 — 419 Interest rate contracts — — — — — 25 — 25 $ 27 $ 290 $ — $ 317 $ 151 $ 444 $ — $ 595 Liabilities Currency hedge contracts $ — $ 30 $ — $ 30 $ — $ 36 $ — $ 36 Accrued contingent consideration — — 266 266 — — 274 274 $ — $ 30 $ 266 $ 296 $ — $ 36 $ 274 $ 310 Our investments in money market and government funds are generally classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. These investments are classified as cash and cash equivalents within our accompanying unaudited condensed consolidated balance sheets, in accordance with U.S. GAAP and our accounting policies. In addition to $27 million invested in money market and government funds as of September 30, 2015 , we had $115 million in short-term time deposits and $208 million in interest bearing and non-interest bearing bank accounts. In addition to $151 million invested in money market and government funds as of December 31, 2014 , we had $255 million in short-term deposits and $181 million in interest bearing and non-interest bearing bank accounts. Our recurring fair value measurements using significant unobservable inputs (Level 3) relate solely to our contingent consideration liabilities. Refer to Note B - Acquisitions and Strategic Investments in this Quarterly Report on Form 10-Q, for a discussion of the changes in the fair value of our contingent consideration liabilities. Non-Recurring Fair Value Measurements We hold certain assets and liabilities that are measured at fair value on a non-recurring basis in periods subsequent to initial recognition. The fair value of a cost method investment is not estimated if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment. The aggregate carrying amount of our cost method investments was $121 million as of September 30, 2015 and $27 million as of December 31, 2014 . We recorded $10 million of losses to adjust our intangible assets to their fair value during the third quarter of 2015 and $19 million of losses for the first nine months of 2015 . We recorded $12 million of losses to adjust our intangible assets to their fair value during the third quarter of 2014 and $177 million of losses for the first nine months of 2014 . Refer to Note D - Goodwill and Other Intangible Assets in this Quarterly Report on Form 10-Q , for further information related to these charges and significant unobservable inputs (Level 3). The fair value of our outstanding debt obligations was $6.080 billion as of September 30, 2015 and $4.613 billion as of December 31, 2014 , which was determined by using primarily quoted market prices for our publicly registered senior notes, classified as Level 1 within the fair value hierarchy. Refer to Note F – Borrowings and Credit Arrangements in this Quarterly Report on Form 10-Q , for a discussion of our debt obligations. |
Borrowings and Credit Arrangeme
Borrowings and Credit Arrangements | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
BORROWINGS AND CREDIT ARRANGEMENTS | BORROWINGS AND CREDIT ARRANGEMENTS We had total debt of $5.859 billion as of September 30, 2015 and $4.262 billion as of December 31, 2014 . The debt maturity schedule for the significant components of our debt obligations as of September 30, 2015 is as follows: (in millions) 2015 2016 2017 2018 2019 Thereafter Total Senior notes $ — $ — $ 250 $ 600 $ — $ 3,800 $ 4,650 Term loan — 80 155 390 150 375 1,150 $ — $ 80 $ 405 $ 990 $ 150 $ 4,175 $ 5,800 Note: The table above does not include unamortized discounts associated with our senior notes, or amounts related to interest rate contracts used to hedge the fair value of certain of our senior notes. Revolving Credit Facility On April 10, 2015, we entered into a new $2.000 billion revolving credit facility (the 2015 Facility) with a global syndicate of commercial banks and terminated our previous $2.000 billion revolving credit facility. The 2015 Facility matures on April 10, 2020. Eurodollar and multicurrency loans under the 2015 Facility bear interest at LIBOR plus an interest margin of between 0.900 percent and 1.500 percent , based on our corporate credit ratings and consolidated leverage ratio ( 1.300 percent as of September 30, 2015 ). In addition, we are required to pay a facility fee based on our credit ratings, consolidated leverage ratio and the total amount of revolving credit commitment, regardless of usage, under the credit agreement ( 0.200 percent per year as of September 30, 2015 ). The 2015 Facility contains covenants which, among other things, require that we maintain a minimum interest coverage ratio of 3.0 times consolidated EBITDA and a maximum leverage ratio of 4.5 times consolidated EBITDA for the first four fiscal quarter-ends following the closing of the AMS Portfolio Acquisition on August 3, 2015, and decreasing to 4.25 times , 4.0 times , and 3.75 times consolidated EBITDA for the next three fiscal quarter-ends after such four fiscal quarter-ends, respectively, and then to 3.5 times for each fiscal quarter-end thereafter. There were no amounts borrowed under our current and prior revolving credit facilities as of September 30, 2015 or December 31, 2014 . Covenant Requirement as of September 30, 2015 Actual as of September 30, 2015 Maximum leverage ratio (1) 4.5 times 3.1 times Minimum interest coverage ratio (2) 3.0 times 6.7 times (1) Ratio of total debt to consolidated EBITDA, as defined by the credit agreement, for the preceding four consecutive fiscal quarters. (2) Ratio of consolidated EBITDA, as defined by the credit agreement, to interest expense for the preceding four consecutive fiscal quarters. The credit agreement for the 2015 Facility provides for an exclusion from the calculation of consolidated EBITDA, as defined by the credit agreement, through the credit agreement maturity, of any non-cash charges and up to $620 million in restructuring charges and restructuring-related expenses related to our current or future restructuring plans. As of September 30, 2015 , we had $584 million of the restructuring charge exclusion remaining. In addition, any cash litigation payments (net of any cash litigation receipts), as defined by the agreement, are excluded from the calculation of consolidated EBITDA and any new debt issued to fund any tax deficiency payments is excluded from consolidated total debt, as defined in the agreement, provided that the sum of any excluded net cash litigation payments and any new debt issued to fund any tax deficiency payments not exceed $2.000 billion in the aggregate. As of September 30, 2015 , we had $1.633 billion of the combined legal and debt exclusion remaining. As of and through September 30, 2015 , we were in compliance with the required covenants. Term Loans As of September 30, 2015 , we had an aggregate of $1.150 billion outstanding under our unsecured term loan facilities and $400 million outstanding as of December 31, 2014 . This includes $400 million outstanding under an unsecured term loan facility (2013 Term Loan) as of September 30, 2015 and December 31, 2014 . Term loan borrowings under this facility bear interest at LIBOR plus an interest margin of between 1.00 percent and 1.75 percent (currently 1.50 percent ), based on our corporate credit ratings and consolidated leverage ratio. The term loan borrowings are payable over a five-year period, with quarterly principal payments of $20 million commencing in the first quarter of 2016 and the remaining principal amount due at the final maturity date in August 2018, and are repayable at any time without premium or penalty. Our term loan facility requires that we comply with certain covenants, including financial covenants with respect to maximum leverage and minimum interest coverage, consistent with our revolving credit facility. The maximum leverage ratio requirement is 4.5 times , and our actual leverage ratio as of September 30, 2015 is 3.1 times . The minimum interest coverage ratio requirement is 3.0 times , and our actual interest coverage ratio as of September 30, 2015 is 6.7 times . On April 10, 2015, we entered into a new $750 million unsecured term loan credit facility (2015 Term Loan) which matures on August 3, 2020. The 2015 Term Loan was funded on August 3, 2015 and was used to partially fund the AMS Portfolio Acquisition, including the payment of fees and expenses. Term loan borrowings under this facility bear interest at LIBOR plus an interest margin of between 1.00 percent and 1.75 percent (currently 1.50 percent ), based on our corporate credit ratings and consolidated leverage ratio. The 2015 Term Loan requires quarterly principal payments of $38 million commencing in the third quarter of 2017, and the remaining principal amount is due at the final maturity date of August 3, 2020. The 2015 Term Loan agreement requires that we comply with certain covenants, including financial covenants with respect to maximum leverage and minimum interest coverage, consistent with our revolving credit facility. The maximum leverage ratio requirement is 4.5 times , and our actual leverage ratio as of September 30, 2015 is 3.1 times . The minimum interest coverage ratio requirement is 3.0 times , and our actual interest coverage ratio as of September 30, 2015 is 6.7 times . Senior Notes We had senior notes outstanding of $4.650 billion as of September 30, 2015 and $3.800 billion as of December 31, 2014 . In May 2015, we completed the offering of $1.850 billion in aggregate principal amount of senior notes consisting of $600 million in aggregate principal amount of 2.850% notes due 2020, $500 million in aggregate principal amount of 3.375% notes due 2022 and $750 million in aggregate principal amount of 3.850% notes due 2025. The net proceeds from the offering of the notes, after deducting underwriting discounts and estimated offering expenses, were approximately $1.831 billion . We used a portion of the net proceeds from the senior notes offering to redeem $400 million aggregate principal amount of our 5.500% notes due November 2015 and $600 million aggregate principal amount of our 6.400% notes due June 2016. The remaining senior notes offering proceeds, together with the 2015 Term Loan, were used to fund the AMS Portfolio Acquisition. We recorded a charge of $45 million in interest expense for premiums, accelerated amortization of debt issuance costs, and investor discount costs net of interest rate hedge gains related to the early debt extinguishment. Our senior notes were issued in public offerings, are redeemable prior to maturity and are not subject to any sinking fund requirements. Our senior notes are unsecured, unsubordinated obligations and rank on parity with each other. These notes are effectively junior to borrowings under our credit and security facility and to liabilities of our subsidiaries (see Other Arrangements below). Other Arrangements We maintain a $300 million credit and security facility secured by our U.S. trade receivables maturing on June 9, 2017. The credit and security facility requires that we maintain a maximum leverage covenant consistent with our revolving credit facility. The maximum leverage ratio requirement is 4.5 times , and our actual leverage ratio as of September 30, 2015 is 3.1 times . We had no borrowings outstanding under this facility as of September 30, 2015 and December 31, 2014 . We have accounts receivable factoring programs in certain European countries that we account for as sales under FASB ASC Topic 860, Transfers and Servicing. These agreements provide for the sale of accounts receivable to third parties, without recourse, of up to approximately $387 million as of September 30, 2015 . We have no retained interests in the transferred receivables, other than collection and administrative responsibilities and, once sold, the accounts receivable are no longer available to satisfy creditors in the event of bankruptcy. We de-recognized $173 million of receivables as of September 30, 2015 at an average interest rate of 2.5 percent , and $167 million as of December 31, 2014 at an average interest rate of 3.2 percent . Within Italy, Spain, Portugal and Greece, the number of days our receivables are outstanding has remained above historical levels. We believe we have adequate allowances for doubtful accounts related to our Italy, Spain, Portugal and Greece accounts receivable; however, we continue to monitor the European economic environment for any collectability issues related to our outstanding receivables. As of September 30, 2015 , our net receivables in these countries greater than 180 days past due totaled $28 million , of which $13 million were past due greater than 365 days. In addition, we have uncommitted credit facilities with a commercial Japanese bank that provide for borrowings, promissory notes discounting and receivables factoring of up to 21.000 billion Japanese yen (approximately $176 million as of September 30, 2015 ). We de-recognized $135 million of notes receivable as of September 30, 2015 at an average interest rate of 1.7 percent and $134 million of notes receivable as of December 31, 2014 at an average interest rate of 1.8 percent . De-recognized accounts and notes receivable are excluded from trade accounts receivable, net in the accompanying unaudited condensed consolidated balance sheets. As of September 30, 2015 we had outstanding letters of credit of $65 million , as compared to $59 million as of December 31, 2014 , which consisted primarily of bank guarantees and collateral for workers' compensation insurance arrangements. As of September 30, 2015 and December 31, 2014 , none of the beneficiaries had drawn upon the letters of credit or guarantees; accordingly, we did not recognize a related liability for our outstanding letters of credit in our consolidated balance sheets as of September 30, 2015 or December 31, 2014 . We believe we will generate sufficient cash from operations to fund these arrangements and intend to fund these arrangements without drawing on the letters of credit. |
Restructuring Related Activitie
Restructuring Related Activities | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING-RELATED ACTIVITIES | RESTRUCTURING-RELATED ACTIVITIES On an ongoing basis, we monitor the dynamics of the economy, the healthcare industry, and the markets in which we compete. We continue to assess opportunities for improved operational effectiveness and efficiency, and better alignment of expenses with revenues, while preserving our ability to make the investments in research and development projects, capital and our people that we believe are essential to our long-term success. As a result of these assessments, we have undertaken various restructuring initiatives in order to enhance our growth potential and position us for long-term success. These initiatives are described below. 2014 Restructuring Plan On October 22, 2013, our Board of Directors approved, and we committed to, a restructuring initiative (the 2014 Restructuring plan). The 2014 Restructuring plan is intended to build on the progress we have made to address financial pressures in a changing global marketplace, further strengthen our operational effectiveness and efficiency and support new growth investments. Key activities under the plan include continued implementation of our ongoing Plant Network Optimization (PNO) strategy, continued focus on driving operational efficiencies and ongoing business and commercial model changes. The PNO strategy is intended to simplify our manufacturing plant structure by transferring certain production lines among facilities. Other activities involve rationalizing organizational reporting structures to streamline various functions, eliminate bureaucracy, increase productivity and better align resources to business strategies and marketplace dynamics. These activities were initiated in the fourth quarter of 2013 and are expected to be substantially completed by the end of 2015, with the exception of certain ongoing actions associated with our PNO strategy. These ongoing actions associated with our PNO strategy will be substantially completed by the end of 2016. We estimate that the implementation of the 2014 Restructuring plan will result in total pre-tax charges of approximately $250 million to $300 million , and approximately $235 million to $285 million of these charges are estimated to result in cash outlays, of which we have made payments of $159 million through September 30, 2015 . We have recorded related costs of $204 million since the inception of the plan, and recorded a portion of these expenses as restructuring charges and the remaining portion through other lines within our consolidated statements of operations. The following table provides a summary of our estimates of costs associated with the 2014 Restructuring plan by major type of cost: Type of cost Total estimated amount expected to be incurred Restructuring charges: Termination benefits $115 million to $135 million Other (1) $25 million to $35 million Restructuring-related expenses: Other (2) $110 million to $130 million $250 million to $300 million (1) Consists primarily of consulting fees and costs associated with contract cancellations. (2) Comprised of other costs directly related to the 2014 Restructuring plan, including program management, accelerated depreciation, and costs to transfer product lines among facilities. 2011 Restructuring Plan On July 26, 2011, our Board of Directors approved, and we committed to, a restructuring initiative (the 2011 Restructuring plan) designed to strengthen operational effectiveness and efficiencies, increase competitiveness and support new investments. Key activities under the 2011 Restructuring plan included standardizing and automating certain processes and activities; relocating select administrative and functional activities; rationalizing organizational reporting structures; leveraging preferred vendors; and other efforts to eliminate inefficiency. Among these efforts, we expanded our ability to deliver best-in-class global shared services for certain functions and businesses at several locations in emerging markets. On January 25, 2013, our Board of Directors approved, and we committed to, an expansion of the 2011 Restructuring plan (the Expansion). The Expansion was intended to further strengthen our operational effectiveness and efficiencies and support new investments. Activities under the 2011 Restructuring plan were initiated in the third quarter of 2011 and all activities, including those related to the Expansion, were substantially completed by the end of 2013. The 2011 Restructuring plan, including the Expansion, resulted in net pre-tax charges of $286 million , and $287 million of cash outlays. In addition, we received $53 million of cash proceeds on facility and fixed asset sales. We recorded a portion of these expenses as restructuring charges and the remaining portion through other lines within our consolidated statements of operations. The following provides a summary of our total costs associated with the 2011 Restructuring plan, including the Expansion, by major type of cost: Type of cost Total amounts incurred Restructuring charges: Termination benefits $135 million Other (1) $112 million Restructuring-related expenses: Other (2) $39 million $286 million (1) Includes primarily consulting fees, gains and losses on disposals of fixed assets and costs associated with contract cancellations. (2) Comprised of other costs directly related to the 2011 Restructuring plan, including the Expansion, such as program management, accelerated depreciation, retention and infrastructure-related costs. We recorded net restructuring charges pursuant to our restructuring plans of $7 million in the third quarter of 2015 , $2 million in the third quarter of 2014 , $16 million in the first nine months of 2015 and $37 million in the first nine months of 2014 . In addition, we recorded expenses within other lines of our accompanying unaudited condensed consolidated statements of operations related to our restructuring initiatives of $14 million in the third quarter of 2015 , $15 million in the third quarter of 2014 , $42 million in the first nine months of 2015 and $33 million in the first nine months of 2014 . The following presents these costs (credits) by major type and line item within our accompanying unaudited condensed consolidated statements of operations, as well as by program: Three Months Ended September 30, 2015 (in millions) Termination Benefits Accelerated Depreciation Transfer Costs Other Total Restructuring charges $ 5 $ — $ — $ 2 $ 7 Restructuring-related expenses: Cost of products sold — — 5 — 5 Selling, general and administrative expenses — 1 — 8 9 — 1 5 8 14 $ 5 $ 1 $ 5 $ 10 $ 21 All charges incurred in the third quarter of 2015 are related to the 2014 Restructuring Plan. Three Months Ended September 30, 2014 (in millions) Termination Benefits Accelerated Depreciation Transfer Costs Other Total Restructuring charges $ — $ — $ — $ 2 $ 2 Restructuring-related expenses: Cost of products sold — — 9 — 9 Selling, general and administrative expenses — 1 — 5 6 — 1 9 5 15 $ — $ 1 $ 9 $ 7 $ 17 (in millions) Termination Benefits Accelerated Depreciation Transfer Costs Other Total 2014 Restructuring plan $ (1 ) $ 1 $ 9 $ 7 $ 16 2011 Restructuring plan (including the Expansion) 1 — — — 1 $ — $ 1 $ 9 $ 7 $ 17 Nine Months Ended September 30, 2015 (in millions) Termination Benefits Accelerated Depreciation Transfer Costs Other Total Restructuring charges $ 13 $ — $ — $ 3 $ 16 Restructuring-related expenses: Cost of products sold — — 20 — 20 Selling, general and administrative expenses — 3 — 19 22 — 3 20 19 42 $ 13 $ 3 $ 20 $ 22 $ 58 (in millions) Termination Benefits Accelerated Depreciation Transfer Costs Other Total 2014 Restructuring plan $ 17 $ 3 $ 20 $ 22 $ 62 2011 Restructuring plan (including the Expansion) (4 ) — — — (4 ) $ 13 $ 3 $ 20 $ 22 $ 58 Nine Months Ended September 30, 2014 (in millions) Termination Benefits Accelerated Depreciation Transfer Costs Other Total Restructuring charges $ 19 $ — $ — $ 18 $ 37 Restructuring-related expenses: Cost of products sold — — 15 — 15 Selling, general and administrative expenses — 3 — 15 18 — 3 15 15 33 $ 19 $ 3 $ 15 $ 33 $ 70 (in millions) Termination Benefits Accelerated Depreciation Transfer Costs Other Total 2014 Restructuring plan $ 18 $ 3 $ 15 $ 30 $ 66 2011 Restructuring plan (including the Expansion) 1 — — 3 4 $ 19 $ 3 $ 15 $ 33 $ 70 Termination benefits represent amounts incurred pursuant to our ongoing benefit arrangements and amounts for “one-time” involuntary termination benefits, and have been recorded in accordance with FASB ASC Topic 712, Compensation – Non-retirement Postemployment Benefits and FASB ASC Topic 420, Exit or Disposal Cost Obligations (Topic 420). We expect to record additional termination benefits related to our restructuring initiatives throughout 2015 when we identify with more specificity the job classifications, functions and locations of the remaining head count to be eliminated. Other restructuring costs, which represent primarily consulting fees and costs related to contract cancellations, are being recorded as incurred in accordance with Topic 420. Accelerated depreciation is being recorded over the adjusted remaining useful life of the related assets, and production line transfer costs are being recorded as incurred. As of September 30, 2015 , we incurred cumulative restructuring charges related to our 2014 Restructuring plan and 2011 Restructuring plan (including the Expansion) of $361 million and restructuring-related costs of $129 million since we committed to each plan. The following presents these costs by major type and by plan: (in millions) 2014 2011 Total Termination benefits $ 86 $ 135 $ 221 Net loss (gain) on fixed asset disposals — (1 ) (1 ) Other 28 113 141 Total restructuring charges 114 247 361 Accelerated depreciation 8 5 13 Transfer costs 45 — 45 Other 37 34 71 Restructuring-related expenses 90 39 129 $ 204 $ 286 $ 490 We made cash payments of $20 million in the third quarter of 2015 and $66 million in the first nine months of 2015 associated with our restructuring initiatives and as of September 30, 2015 , we had made total cash payments of $446 million related to our 2014 Restructuring plan and 2011 Restructuring plan (including the Expansion) since committing to each plan. These payments were made using cash generated from operations, and are comprised of the following: (in millions) 2014 2011 (including the Expansion) Total Three Months Ended September 30, 2015 Termination benefits $ 6 $ — $ 6 Transfer costs 5 — 5 Other 9 — 9 $ 20 $ — $ 20 Nine Months Ended September 30, 2015 Termination benefits $ 24 $ — $ 24 Transfer costs 20 — 20 Other 22 — 22 $ 66 $ — $ 66 Program to Date Termination benefits $ 55 $ 133 $ 188 Transfer costs 45 — 45 Other 59 154 213 $ 159 $ 287 $ 446 Our restructuring liability is primarily comprised of accruals for termination benefits. The following is a rollforward of the termination benefit liability associated with our 2014 Restructuring plan and 2011 Restructuring plan (including the Expansion), which is reported as a component of accrued expenses included in our accompanying unaudited condensed balance sheets: (in millions) 2014 2011 (including the Expansion) Total Accrued as of December 31, 2014 $ 39 $ 4 $ 43 Charges (credits) 17 (4 ) 13 Cash payments (24 ) — (24 ) Accrued as of September 30, 2015 $ 32 $ — $ 32 In addition to our accrual for termination benefits, we had a $5 million liability as of September 30, 2015 and a $6 million liability as of December 31, 2014 for other restructuring-related items. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Balance Sheet Information [Abstract] | |
Supplemental Balance Sheet Disclosures | SUPPLEMENTAL BALANCE SHEET INFORMATION Components of selected captions in our accompanying unaudited condensed consolidated balance sheets are as follows: Trade accounts receivable, net As of (in millions) September 30, 2015 December 31, 2014 Accounts receivable $ 1,390 $ 1,288 Less: allowance for doubtful accounts (77 ) (76 ) Less: allowance for sales returns (39 ) (29 ) $ 1,274 $ 1,183 The following is a rollforward of our allowance for doubtful accounts for the third quarter and first nine months of 2015 and 2014 : Three Months Ended Nine Months Ended (in millions) 2015 2014 2015 2014 Beginning balance $ 77 $ 80 $ 76 $ 81 Charges to expenses 3 — 11 4 Utilization of allowances (3 ) (5 ) (10 ) (10 ) Ending balance $ 77 $ 75 $ 77 $ 75 Inventories As of (in millions) September 30, 2015 December 31, 2014 Finished goods $ 751 $ 649 Work-in-process 110 97 Raw materials 225 200 $ 1,086 $ 946 Property, plant and equipment, net As of (in millions) September 30, 2015 December 31, 2014 Land $ 87 $ 80 Buildings and improvements 965 944 Equipment, furniture and fixtures 2,787 2,633 Capital in progress 195 189 4,034 3,846 Less: accumulated depreciation 2,555 2,339 $ 1,479 $ 1,507 Depreciation expense was $68 million for the third quarter of 2015 , $71 million for the third quarter of 2014 , $198 million for the first nine months of 2015 and $205 million for the first nine months of 2014 . Accrued expenses As of (in millions) September 30, 2015 December 31, 2014 Legal reserves $ 383 $ 694 Payroll and related liabilities 469 512 Accrued contingent consideration 164 158 Other 589 586 $ 1,605 $ 1,950 Other long-term liabilities As of (in millions) September 30, 2015 December 31, 2014 Accrued income taxes $ 1,287 $ 1,231 Legal reserves 1,176 883 Accrued contingent consideration 102 116 Other long-term liabilities 436 436 $ 3,001 $ 2,666 Accrued warranties We offer warranties on certain of our product offerings. The majority of our warranty liability relates to implantable devices offered by our Cardiac Rhythm Management (CRM) business, which include defibrillator and pacemaker systems. Our CRM products come with a standard limited warranty covering the replacement of these devices. We offer a full warranty for a portion of the period post-implant, and a partial warranty over the substantial remainder of the useful life of the product. We estimate the costs that we may incur under our warranty programs based on the number of units sold, historical and anticipated rates of warranty claims and cost per claim, and record a liability equal to these estimated costs as cost of products sold at the time the product sale occurs. We reassess the adequacy of our recorded warranty liabilities on a quarterly basis and adjust these amounts as necessary. The current portion of our warranty accrual is included in other accrued expenses in the table above and the non-current portion of our warranty accrual is included in other long-term liabilities in the table above. Changes in our product warranty accrual during the first nine months of 2015 and 2014 consisted of the following (in millions): Nine Months Ended 2015 2014 Beginning Balance $ 25 $ 28 Provision 11 6 Settlements/reversals (11 ) (9 ) Ending Balance $ 25 $ 25 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Our effective tax rates from continuing operations for the three months ended September 30, 2015 and September 30, 2014 , were 45.9% and (1,343.2)% , respectively. For the first nine months of 2015 and 2014 our effective tax rates from continuing operations were 68.9% and (296.0)% , respectively. The change in our reported tax rate for the third quarter and first nine months of 2015 , as compared to the same periods in 2014 , relates primarily to the impact of certain receipts and charges that are taxed at different rates than our effective tax rate, including intangible asset impairment charges, acquisition-related items, litigation- and restructuring-related items, pension termination charges, debt extinguishment charges, as well as the impact of certain discrete tax items. As of September 30, 2015 , we had $1.086 billion of gross unrecognized tax benefits, of which a net $925 million , if recognized, would affect our effective tax rate. As of December 31, 2014 , we had $1.047 billion of gross unrecognized tax benefits, of which a net $903 million , if recognized, would affect our effective tax rate. We have received Notices of Deficiency from the Internal Revenue Service (IRS) reflecting proposed audit adjustments for Guidant Corporation for its 2001 through 2006 tax years and Boston Scientific Corporation for its 2006 and 2007 tax years. The total incremental tax liability asserted by the IRS for the applicable periods is $1.162 billion plus interest. The primary issue in dispute for all years is the transfer pricing associated with the technology license agreements between domestic and foreign subsidiaries of Guidant. In addition, the IRS has proposed adjustments in connection with the financial terms of our Transaction Agreement with Abbott Laboratories pertaining to the sale of Guidant's vascular intervention business to Abbott in April 2006. In addition to the Notices of Deficiency, during 2014, we received a Revenue Agent Report from the IRS reflecting significant proposed audit adjustments to our 2008, 2009, and 2010 tax years based upon the same transfer pricing methodologies that the IRS applied to our 2001 through 2007 tax years. We do not agree with the transfer pricing methodologies applied by the IRS or its resulting assessment. In addition, we believe that the IRS positions with regard to these matters are inconsistent with the applicable tax laws and the existing Treasury regulations. We believe we have meritorious defenses for our tax filings and we have filed petitions with the U.S. Tax Court contesting the Notices of Deficiency for the 2001 - 2007 tax years in challenge. We currently expect the trial in this matter to occur in the second half of 2016. Furthermore, we have submitted a letter to the IRS protesting the Revenue Agent’s Report for the 2008 - 2010 tax years and requesting an administrative appeal hearing. We do not believe that the IRS will hear our appeal until the Tax Court case is concluded. No payments on the net assessments would be required until the dispute is definitively resolved, which, based on experiences of other companies, could take several years. We believe our income tax reserves associated with these matters are adequate as of September 30, 2015 . However, final resolution is uncertain and could have a material impact on our financial condition, results of operations, or cash flows. We recognize interest and penalties related to income taxes as a component of income tax expense. We had $491 million accrued for gross interest and penalties as of September 30, 2015 and $443 million as of December 31, 2014 . We recognized net tax expense related to interest and penalties of $11 million during the third quarter of 2015 , $9 million during the third quarter of 2014 , $32 million during the first nine months of 2015 and $28 million during the first nine months of 2014 . It is reasonably possible that within the next 12 months we will resolve multiple issues including transfer pricing and transactional-related issues with foreign, federal and state taxing authorities, in which case we could record a reduction in our balance of unrecognized tax benefits of up to approximately $10 million . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES The medical device market in which we primarily participate is largely technology driven. As a result, intellectual property rights, particularly patents and trade secrets, play a significant role in product development and differentiation. Over the years, there has been litigation initiated against us by others, including our competitors, claiming that our current or former product offerings infringe patents owned or licensed by them. Intellectual property litigation is inherently complex and unpredictable. In addition, competing parties frequently file multiple suits to leverage patent portfolios across product lines, technologies and geographies and to balance risk and exposure between the parties. In some cases, several competitors are parties in the same proceeding, or in a series of related proceedings, or litigate multiple features of a single class of devices. These forces frequently drive settlement not only for individual cases, but also for a series of pending and potentially related and unrelated cases. Although monetary and injunctive relief is typically sought, remedies and restitution are generally not determined until the conclusion of the trial court proceedings and can be modified on appeal. Accordingly, the outcomes of individual cases are difficult to time, predict or quantify and are often dependent upon the outcomes of other cases in other geographies. During recent years, we successfully negotiated closure of several long-standing legal matters and have received favorable legal rulings in several other matters; however, there continues to be outstanding intellectual property litigation. Adverse outcomes in one or more of these matters could have a material adverse effect on our ability to sell certain products and on our operating margins, financial position, results of operations and/or liquidity. In the normal course of business, product liability, securities and commercial claims are asserted against us. Similar claims may be asserted against us in the future related to events not known to management at the present time. We maintain an insurance policy providing limited coverage against securities claims, and we are substantially self-insured with respect to product liability claims and fully self-insured with respect to intellectual property infringement claims. The absence of significant third-party insurance coverage increases our potential exposure to unanticipated claims or adverse decisions. Product liability claims, securities and commercial litigation, and other legal proceedings in the future, regardless of their outcome, could have a material adverse effect on our financial position, results of operations and/or liquidity. In addition, like other companies in the medical device industry, we are subject to extensive regulation by national, state and local government agencies in the United States and other countries in which we operate. From time to time we are the subject of qui tam actions and governmental investigations often involving regulatory, marketing and other business practices. These qui tam actions and governmental investigations could result in the commencement of civil and criminal proceedings, substantial fines, penalties and administrative remedies and have a material adverse effect on our financial position, results of operations and/or liquidity. In accordance with FASB ASC Topic 450, Contingencies , we accrue anticipated costs of settlement, damages, losses for product liability claims and, under certain conditions, costs of defense, based on historical experience or to the extent specific losses are probable and estimable. Otherwise, we expense these costs as incurred. If the estimate of a probable loss is a range and no amount within the range is more likely, we accrue the minimum amount of the range. Our accrual for legal matters that are probable and estimable was $1.559 billion as of September 30, 2015 and $1.577 billion as of December 31, 2014 , and includes estimated costs of settlement, damages and defense. We recorded $649 million of litigation-related charges during the first nine months of 2015 and $399 million of litigation-related charges during the first nine months of 2014 . We continue to assess certain litigation and claims to determine the amounts, if any, that management believes will be paid as a result of such claims and litigation and, therefore, additional losses may be accrued and paid in the future, which could materially adversely impact our operating results, cash flows and/or our ability to comply with our debt covenants. In management's opinion, we are not currently involved in any legal proceedings other than those disclosed in our 2014 Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015 and those specifically identified below, which, individually or in the aggregate, could have a material adverse effect on our financial condition, operations and/or cash flows. Unless included in our legal accrual or otherwise indicated below, a range of loss associated with any individual material legal proceeding cannot be estimated. Patent Litigation On September 22, 2009, Cordis Corporation, Cordis LLC and Wyeth Corporation filed a complaint for patent infringement against Abbott Laboratories, Abbott Cardiovascular Systems, Inc., Boston Scientific Scimed, Inc. and us alleging that the PROMUS® coronary stent system, supplied to us by Abbott, infringes a patent (the Llanos patent) owned by Cordis and Wyeth. The suit was filed in the U.S. District Court for the District of New Jersey seeking monetary and injunctive relief. In August 2010, Cordis filed an amended complaint to add an additional patent and in September 2010, we filed counterclaims of invalidity and non-infringement. On October 26, 2011, the District Court granted Cordis' motion to add the Promus Element stent system to the case. On February 6, 2012, the District Court granted our motion to stay the action until the conclusion of the reexaminations against the Llanos patents that are pending in the U.S. Patent and Trademark Office. On February 27, 2015, the U.S. Patent and Trademark Office issued a decision in which certain claims of the Llanos patent were deemed unpatentable. On April 24, 2015, Cordis filed an appeal before the Federal Circuit. On May 19, 2005, G. David Jang, M.D. filed suit against us alleging breach of contract relating to certain patent rights covering stent technology. The suit was filed in the U.S. District Court for the Central District of California seeking monetary damages and rescission of contract. After a Markman ruling relating to the Jang patent rights, Dr. Jang stipulated to the dismissal of certain claims alleged in the complaint with a right to appeal and the parties subsequently agreed to settle the other claims. In May 2007, Dr. Jang filed an appeal with respect to the remaining patent claims and in July 2008, the Court of Appeals vacated the District Court's consent judgment and remanded the case back to the District Court for further clarification. In August 2011, the District Court entered a stipulated judgment that we did not infringe the Jang patent. Dr. Jang filed an appeal on September 21, 2011 and on August 22, 2012, the Court of Appeals vacated the District Court's judgment and remanded the case to the District Court for further proceedings. On April 18, 2014, the case was stayed pending consideration of an interlocutory appeal. On September 16, 2014, the Court of Appeals for the Federal Circuit denied our request for an interlocutory appeal. On July 8, 2015, a jury found that our Express Stent family did not literally infringe a Jang patent, but that the stents infringed under the doctrine of equivalents. The court reserved judgment until the conclusion of further proceedings related to the doctrine of equivalents finding. On September 29, 2015, the court ruled that our Express Stent family did not infringe under the doctrine of equivalents and, on October 30, 2015, the court entered judgment in our favor. On February 18, 2014, Atlas IP, LLC filed a complaint in the United States District Court for the Southern District of Florida alleging that the sale of our LATITUDE® Patient Management System and implantable devices that communicate with the LATITUDE® device infringe a patent owned by Atlas. On July 9, 2014, the District Court granted our motion to transfer venue to the United States District Court for the District of Minnesota. On January 12, 2015, Atlas dismissed its complaint. On September 22, 2015, Atlas IP LLC filed a complaint in Federal Court in Ottawa, Ontario, Canada alleging that the sale of our LATITUDE® Patient Management System and implantable devices that communicate with the LATITUDE® device infringe certain claims of a Canadian patent owned by Atlas. On September 22, 2014, The Board of Trustees for the University of Alabama filed a complaint in the United States District Court for the Northern District of Alabama alleging that the sale of our cardiac resynchronization therapy devices infringe a patent owned by the University of Alabama. On August 21, 2015, the court ordered a stay pending our request for inter partes review of all claims related to the patent before the Patent Trial and Appeal Board of the U.S. Patent and Trademark Office. On October 30, 2015, a subsidiary of Boston Scientific filed suit against Edwards Lifesciences Corporation and Edwards Lifesciences Services GmbH in Düsseldorf District Court in Germany for patent infringement. We allege that Edwards’ SAPIEN 3 heart valve infringes our patent related to adaptive sealing technology. Product Liability Litigation As of November 2, 2015, there were over 30,000 product liability cases or claims related to transvaginal surgical mesh products designed to treat stress urinary incontinence and pelvic organ prolapse pending against us. The cases are pending in various federal and state courts in the United States and include eight putative class actions. There were also fewer than 20 cases in Canada, inclusive of four putative class actions, and fewer than 15 claims in the United Kingdom. Generally, the plaintiffs allege personal injury associated with use of our transvaginal surgical mesh products. The plaintiffs assert design and manufacturing claims, failure to warn, breach of warranty, fraud, violations of state consumer protection laws and loss of consortium claims. Over 3,100 of the cases have been specially assigned to one judge in state court in Massachusetts. On February 7, 2012, the Judicial Panel on Multi-District Litigation (MDL) established MDL-2326 in the U.S. District Court for the Southern District of West Virginia and transferred the federal court transvaginal surgical mesh cases to MDL-2326 for coordinated pretrial proceedings. During the fourth quarter of 2013, we received written discovery requests from certain state attorneys general offices regarding our transvaginal surgical mesh products. We have responded to those requests. During April 2015, we entered into an initial master settlement agreement with certain plaintiffs’ counsel to settle 2,970 pending cases and claims, including the case in the District Court of Dallas County (TX) for which there is a judgment of approximately $35 million that is currently subject to appeal, for approximately $119 million . Subsequently, we entered into several additional master settlement agreements with certain plaintiffs’ counsel. As of November 2, 2015, we have entered into master settlement agreements to resolve an aggregate of over 6,000 cases and claims. Each master settlement agreement was entered into solely by way of compromise and without any admission or concession by us of any liability or wrongdoing and provides that the settlement and the distribution of settlement funds to participating claimants are conditioned upon, among other things, achieving minimum required claimant participation thresholds. If the participation thresholds under a master settlement agreement are not satisfied, we may terminate that agreement. In addition, we continue to engage in discussions with various plaintiffs’ counsel regarding potential resolution of pending cases and claims We have established a product liability accrual for known and estimated future cases and claims asserted against us as well as with respect to the actions that have resulted in verdicts against us and the costs of defense thereof associated with our transvaginal surgical mesh products. While we believe that our accrual associated with this matter is adequate, changes to this accrual may be required in the future as additional information becomes available. While we continue to engage in discussions with plaintiffs’ counsel regarding potential resolution of pending cases and claims and intend to vigorously contest the cases and claims asserted against us; that do not settle, the final resolution of the cases and claims is uncertain and could have a material impact on our results of operations, financial condition and/or liquidity. Initial trials involving our transvaginal surgical mesh products have resulted in both favorable and unfavorable judgments for us. We do not believe that the judgment in any one trial is representative of potential outcomes of all cases or claims related to our transvaginal surgical mesh products. Governmental Investigations and Qui Tam Matters On July 11, 2014, we were served with a subpoena from the U.S. Attorney for the District of New Jersey. The subpoena seeks information relating to BridgePoint Medical, Inc., which we acquired in October 2012, including information relating to its sale of CrossBoss ® and Stingray ® products, educational and training activities that relate to those sales and our acquisition of BridgePoint Medical. We are cooperating with this request. A qui tam complaint, originally filed under seal on April 22, 2014, was unsealed on August 20, 2015, along with a notice from the U.S. Attorney for the District of New Jersey that was declining to intervene in the lawsuit. The relator is a former Boston Scientific employee named Robin Levy. The complaint claims that we marketed the Chronic Total Occlusion (“CTO”) procedure as one requiring in-patient treatment and required purchases of coronary stents in order to receive training on the CTO procedure. The claims are both allegedly in violation of the federal, and various state, false claims acts. The complaint has not yet been served on us. Refer to Note I - Income Taxes for information regarding our tax litigation. Matters Concluded Since December 31, 2014 On September 25, 2006, Johnson & Johnson filed a lawsuit against us, Guidant and Abbott Laboratories in the U.S. District Court for the Southern District of New York. The complaint alleges that Guidant breached certain provisions of the amended merger agreement between Johnson & Johnson and Guidant (Merger Agreement) as well as the implied duty of good faith and fair dealing. The complaint further alleges that Abbott and we tortiously interfered with the Merger Agreement by inducing Guidant's breach. The complaint seeks certain factual findings, damages in an amount no less than $5.500 billion and attorneys' fees, costs, and interest. In August 2007, the judge dismissed the tortious interference claims against us and Abbott and the implied duty of good faith and fair dealing claim against Guidant. On June 20, 2011, Guidant filed a motion for summary judgment, and the hearing on this motion was held on July 25, 2012. On July 7, 2014, the judge denied Guidant’s motion. The bench trial was held in November and December. On February 13, 2015, the parties reached a settlement agreement pursuant to which Guidant made aggregate payments to Johnson & Johnson totaling $600 million , we agreed that neither we nor our affiliates will commence, or assist any third party in commencing, proceedings of any kind, against Johnson & Johnson or its affiliates for patent infringement or seeking any remedy for patent infringement based on Johnson & Johnson or its affiliates making, having made, using, selling, offering for sale or importing the S.M.A.R.T ® , S.M.A.R.T ® Control ® , and S.M.A.R.T ® Flex stent products and Johnson & Johnson dismissed its actions against Guidant with prejudice. On October 5, 2007, Dr. Tassilo Bonzel filed a complaint against Pfizer, Inc. and our Schneider subsidiaries and us in the District Court in Kassel, Germany alleging that a 1995 license agreement related to a catheter patent is invalid under German law and seeking monetary damages. In June 2009, the District Court dismissed all but one of Dr. Bonzel's claims and in October 2009, he added new claims. We opposed the addition of the new claims. The District Court ordered Dr. Bonzel to select the claims he would pursue and in January 2011, he made that selection. A hearing was held on March 28, 2014 and a decision was made to take evidence at a hearing to be set at a later date. On January 23, 2015, the parties reached a confidential settlement agreement. On April 15, 2015, all remaining Boston Scientific affiliates were dismissed from the case. On June 27, 2008, the Republic of Iraq filed a complaint against our wholly-owned subsidiary, BSSA France, and 92 other defendants in the U.S. District Court of the Southern District of New York. The complaint alleges that the defendants acted improperly in connection with the sale of products under the United Nations Oil for Food Program. The complaint also alleges Racketeer Influenced and Corrupt Organizations Act (RICO) violations, conspiracy to commit fraud and the making of false statements and improper payments, and it seeks monetary and punitive damages. On February 6, 2013, the District Court dismissed the complaint with prejudice on standing and jurisdictional grounds. On September 18, 2014, the U.S. Court of Appeals for the Second Circuit affirmed the District Court’s decision to dismiss the complaint with prejudice. On October 2, 2014, the plaintiff filed a petition for rehearing en banc. On December 2, 2014, the Second Circuit denied the petition for rehearing en banc. On March 2, 2015, the plaintiff filed a Petition for Writ of Certiorari with the United States Supreme Court requesting judicial review of the Second Circuit’s decision. On June 15, 2015, the United States Supreme Court denied the plaintiff’s Petition for Writ of Certiorari. On May 17, 2010, Dr. Luigi Tellini filed suit against us and certain of our subsidiaries, Guidant Italia S.r.l. and Boston Scientific S.p.A., in the Civil Tribunal in Milan, Italy alleging certain of our Cardiac Rhythm Management products infringe an Italian patent (the Tellini patent) owned by Dr. Tellini and seeking monetary damages. In January 2011, Dr. Tellini refiled amended claims after his initial claims were dismissed without prejudice to refile. On February 12, 2015, the Tribunal found the Tellini patent invalid and dismissed the case. On October 14, 2014, MK Optics, LLC filed a complaint in the United States District Court for the District of Delaware alleging that the sale of our Spyglass Direct Visualization System infringes a patent owned by MK Optics. The parties entered into a confidential settlement agreement and the case was dismissed on April 6, 2015. |
Weighted Average Shares Outstan
Weighted Average Shares Outstanding | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Weighted Average Number Of Shares Outstanding [Text Block] | WEIGHTED AVERAGE SHARES OUTSTANDING Three Months Ended Nine Months Ended (in millions) 2015 2014 2015 2014 Weighted average shares outstanding - basic 1,344.0 1,325.5 1,339.7 1,323.5 Net effect of common stock equivalents — * 22.1 — * 23.8 Weighted average shares outstanding - assuming dilution 1,344.0 1,347.6 1,339.7 1,347.3 * We generated a net loss in the third quarter and first nine months of 2015 . Our weighted-average shares outstanding for earnings per share calculations exclude common stock equivalents of 20.2 million and 21.5 million for the third quarter and first nine months of 2015 , respectively, due to our net loss position in these periods. Weighted average shares outstanding, assuming dilution, excludes the impact of two million stock options for the third quarter of 2015 , 13 million stock options for the third quarter of 2014 , two million stock options for the first nine months of 2015 and 13 million stock options for the first nine months of 2014 , due to the exercise prices of these stock options being greater than the average fair market value of our common stock during the period. We issued approximately three million shares of our common stock in the third quarter of 2015 , two million shares of our common stock in the third quarter of 2014 , 17 million shares of our common stock for the first nine months of 2015 and 13 million shares of our common stock for the first nine months of 2014 , following the exercise or vesting of underlying stock options or deferred stock units, or purchases under our employee stock purchase plans. We did not repurchase any shares of our common stock during the third quarter of 2015 or 2014. We did not repurchase any shares of our common stock during the first nine months of 2015 and repurchased 10 million shares of our common stock during the first nine months of 2014 for approximately $125 million . |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING We have three reportable segments comprised of Cardiovascular, Rhythm Management, and MedSurg. Our reportable segments represent an aggregate of operating segments. Each of our reportable segments generates revenues from the sale of medical devices. We measure and evaluate our reportable segments based on segment net sales and operating income, excluding the impact of changes in foreign currency and sales from divested businesses. Sales generated from reportable segments and divested businesses, as well as operating results of reportable segments, are based on internally-derived standard currency exchange rates, which may differ from year to year, and do not include intersegment profits. We restate segment information for the prior period based on our internally-derived standard currency exchange rates used for the current period in order to remove the impact of foreign currency exchange fluctuation. We exclude from segment operating income certain corporate-related expenses and certain charges or credits that our chief operating decision maker considers to be non-recurring and/or non-operational, such as amounts related to intangible asset impairment charges; acquisition-, divestiture-, restructuring- and litigation-related charges and credits; pension termination charges; and amortization expense. Although we exclude these amounts from segment operating income, they are included in reported consolidated operating income (loss) and are included in the reconciliation below. A reconciliation of the totals reported for the reportable segments to the applicable line items in our accompanying unaudited condensed consolidated statements of operations is as follows: Three Months Ended Nine Months Ended (in millions) 2015 2014 2015 2014 Net sales Interventional Cardiology $ 551 $ 514 $ 1,659 $ 1,543 Peripheral Interventions 246 217 723 631 Cardiovascular 797 731 2,382 2,174 Cardiac Rhythm Management 483 482 1,456 1,441 Electrophysiology 61 54 182 167 Rhythm Management 544 536 1,638 1,608 Endoscopy 362 340 1,042 990 Urology and Pelvic Health 207 138 479 397 Neuromodulation 128 115 369 338 MedSurg 697 593 1,890 1,725 Net sales allocated to reportable segments 2,038 1,860 5,910 5,507 Sales generated from divested businesses — 1 — 4 Impact of foreign currency fluctuations (150 ) (15 ) (411 ) (18 ) $ 1,888 $ 1,846 $ 5,499 $ 5,493 Income (loss) before income taxes Cardiovascular $ 249 $ 201 $ 732 $ 565 Rhythm Management 97 76 252 209 MedSurg 235 192 590 535 Operating income allocated to reportable segments 581 469 1,574 1,309 Corporate expenses and currency exchange (145 ) (90 ) (334 ) (205 ) Intangible asset impairment charges; pension termination charges; acquisition-, divestiture-, restructuring-, and litigation-related net charges and credits (604 ) (206 ) (935 ) (586 ) Amortization expense (131 ) (109 ) (361 ) (327 ) Operating income (loss) (299 ) 64 (56 ) 191 Other expense, net (68 ) (61 ) (256 ) (146 ) Income (loss) before income taxes $ (367 ) $ 3 $ (312 ) $ 45 |
Changes in Other Comprehensive
Changes in Other Comprehensive Income (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
Changes in Other Comprehensive Income [Abstract] | |
Comprehensive Income (Loss) Note [Text Block] | CHANGES IN OTHER COMPREHENSIVE INCOME The following table provides the reclassifications out of other comprehensive income for the three and nine month periods ended September 30, 2015 and September 30, 2014 . Amounts in the chart below are presented net of tax. Three Months Ended September 30, 2015 (in millions) Foreign currency translation adjustments Unrealized gains/losses on derivative financial instruments Defined benefit pension items / Other Total Balance as of June 30, 2015 $ (68 ) $ 204 $ (32 ) $ 104 Other comprehensive income (loss) before reclassifications (12 ) 8 — (4 ) Amounts reclassified from accumulated other comprehensive income — (35 ) 16 (19 ) Net current-period other comprehensive income (12 ) (27 ) 16 (23 ) Balance as of September 30, 2015 $ (80 ) $ 177 $ (16 ) $ 81 Three Months Ended September 30, 2014 (in millions) Foreign currency translation adjustments Unrealized gains/losses on derivative financial instruments Defined benefit pension items / Other Total Balance as of June 30, 2014 $ (24 ) $ 86 $ (20 ) $ 42 Other comprehensive income (loss) before reclassifications (15 ) 99 — 84 Amounts reclassified from accumulated other comprehensive income — (16 ) — (16 ) Net current-period other comprehensive income (15 ) 83 — 68 Balance as of September 30, 2014 $ (39 ) $ 169 $ (20 ) $ 110 Nine Months Ended September 30, 2015 (in millions) Foreign currency translation adjustments Unrealized gains/losses on derivative financial instruments Defined benefit pension items / Other Total Balance as of December 31, 2014 $ (38 ) $ 219 $ (37 ) $ 144 Other comprehensive income (loss) before reclassifications (42 ) 59 — 17 Amounts reclassified from accumulated other comprehensive income — (101 ) 21 (80 ) Net current-period other comprehensive income (42 ) (42 ) 21 (63 ) Balance as of September 30, 2015 $ (80 ) $ 177 $ (16 ) $ 81 Nine Months Ended September 30, 2014 (in millions) Foreign currency translation adjustments Unrealized gains/losses on derivative financial instruments Defined benefit pension items / Other Total Balance as of December 31, 2013 $ (16 ) $ 141 $ (19 ) $ 106 Other comprehensive income (loss) before reclassifications (23 ) 72 (1 ) 48 Amounts reclassified from accumulated other comprehensive income — (44 ) — (44 ) Net current-period other comprehensive income (23 ) 28 (1 ) 4 Balance as of September 30, 2014 $ (39 ) $ 169 $ (20 ) $ 110 The income tax impact of the amounts in other comprehensive income for unrealized gains and losses on derivative financial instruments before reclassifications was an expense of $5 million in the third quarter of 2015 , an expense of $57 million in the third quarter of 2014 , an expense of $33 million in the first nine months of 2015 and an expense of $42 million in the first nine months of 2014 . The gains and losses on derivative financial instruments reclassified were reduced by income tax impacts of $19 million in the third quarter of 2015 , $9 million in the third quarter of 2014 , $57 million in the first nine months of 2015 and $25 million in the first nine months of 2014 . Refer to Note E – Fair Value Measurements in this Quarterly Report on Form 10-Q for further detail on the reclassifications related to derivatives. The losses on defined benefit and pension related items reclassified from accumulated other comprehensive income were reduced by income tax impacts of $14 million for the third quarter of 2015 and $17 million for the nine months ended September 30, 2015. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | NEW ACCOUNTING PRONOUNCEMENTS From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies. Recently issued standards typically do not require adoption until a future effective date. Prior to their effective date, we evaluate the pronouncements to determine the potential effects of adoption on our consolidated financial statements. Unless otherwise discussed, we do not believe that the future adoption of recently issued standards will have an impact on our financial position or results of operation. Standards Implemented ASC Update No. 2014-08 In April 2014, the FASB issued ASC Update No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Update No. 2014-08 changed the criteria for reporting discontinued operations and enhanced convergence of the FASB's and the International Accounting Standard Board's (IASB) reporting requirements for discontinued operations. We were required to apply this amendment, prospectively to: (1) all disposals (or classifications as held for sale) of components of an entity that occurred within annual periods beginning on or after December 15, 2014 and interim periods within those years and (2) all businesses that, on acquisition, are classified as held for sale that occurred within annual periods beginning on or after December 15, 2014 and interim periods within those years. We adopted Update No. 2014-08 beginning in our first quarter ended March 31, 2015. The adoption of Update No. 2014-08 did not impact our results of operations or financial position. Standards to be Implemented ASC Update No. 2014-09 In May 2014, the FASB issued ASC Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). Update No. 2014-09 provides enhancements to the quality and consistency of how revenue is reported while also improving comparability in the financial statements of companies using International Financial Reporting Standards and U.S. GAAP. The core principle requires entities to recognize revenue in a manner that depicts the transfer of goods or services to customers in amounts that reflect the consideration an entity expects to be entitled to in exchange for those goods or services. In July 2015, the FASB voted to approve a one year deferral, making the standard effective for public entities for annual and interim periods beginning after December 15, 2017. As such, the standard will be effective for us on January 1, 2018. Under the deferral, early application is still permitted but not before the original public organization effective date, which is for annual reporting periods beginning after December 15, 2016. We are in the process of determining the effect that the adoption of this standard will have on our financial position and results of operations. ASC Update No. 2015-03 In April 2015, the FASB issued ASC Update No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . Update No. 2015-03 requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Update No. 2015-03 is effective for annual reporting periods beginning after December 15, 2015 and interim periods within those reporting periods. Early adoption is permitted for financial statements that have not been previously issued. The adoption of Update No. 2015-03 will require us to reclassify our debt issuance costs from deferred charges to direct deductions of our debt liabilities. The adoption of Update No. 2015-03 is not expected to have a material impact on our financial position or results of operations. ASC Update No. 2015-05 In May 2015, the FASB issued ASC Update No. 2015-05, Intangibles- Goodwill and Other - Internal -Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. Update No. 2015-05 provides accounting guidance on how customers should treat cloud computing arrangements. 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. Update No. 2015-05 is effective for annual reporting periods beginning after December 15, 2015 and interim periods within those reporting periods. An entity can elect to adopt the amendments either (1) prospectively to all arrangements entered into or materially modified after the effective date or (2) retrospectively. The adoption of Update No. 2015-05 is not expected to have a material impact on our financial position or results of operations. ASC Update No. 2015-12 In August 2015, the FASB issued ASC Update No. 2015-12, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), and Health and Welfare Benefit Plans (Topic 965). Update No. 2015-12 has three parts. Part I designates contract value as the only required measure for fully benefit-responsive investment contracts. Part II simplifies the investment disclosure requirements under Topics 820, 960, 962, and 965 for employee benefits plans and Part III provides an alternative measurement date for fiscal periods that do not coincide with a month-end date. Update No. 2015-12 is effective for fiscal years beginning after December 15, 2015. The adoption of Update No. 2015-12 is not expected to have a material impact on our financial position or results of operations. ASC Update No. 2015-16 In September 2015, the FASB issued ASC Update No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement - Period Adjustments . Update No. 2015-16 eliminates the requirement to restate prior period financial statements for measurement period adjustments following a business combination. Update No. 2015-16 requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The prior period impact of the adjustment should be either presented separately on the face of the income statement or disclosed in the notes. Update No. 2015-16 is effective for fiscal years beginning after December 15, 2015. The adoption of Update No. 2015-16 is not expected to have a material impact on our financial position or results of operations. No other new accounting pronouncements, issued or effective, during the period had, or is expected to have, a material impact on our condensed consolidated financial statements. |
New Accounting Pronouncements (
New Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events We evaluate events occurring after the date of our most recent accompanying unaudited condensed consolidated balance sheets for potential recognition or disclosure in our financial statements. We did not identify any material subsequent events requiring adjustment to our accompanying unaudited condensed consolidated financial statements (recognized subsequent events) for the three and nine month periods ended September 30, 2015 . Those items requiring disclosure (unrecognized subsequent events) in the financial statements have been disclosed accordingly. Refer to Note J - Commitments and Contingencies for more information. |
ASC Topic 820, Fair Value Measurements and Disclosures | Generally, we use inputs that include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; other observable inputs for the asset or liability; and inputs derived principally from, or corroborated by, observable market data by correlation or other means. |
ASC Topic 815, Derivatives and Hedging | Our derivative instruments do not subject our earnings or cash flows to material risk, as gains and losses on these derivatives generally offset losses and gains on the item being hedged. We do not enter into derivative transactions for speculative purposes, and we do not have any non-derivative instruments that are designated as hedging instruments pursuant to FASB ASC Topic 815, Derivatives and Hedging (Topic 815). |
ASC Topic 712, Compensation - Non-retirement Postemployment Benefits and ASC Topic 420, Exit or Disposal Cost Obligations | Termination benefits represent amounts incurred pursuant to our ongoing benefit arrangements and amounts for “one-time” involuntary termination benefits, and have been recorded in accordance with FASB ASC Topic 712, Compensation – Non-retirement Postemployment Benefits and FASB ASC Topic 420, Exit or Disposal Cost Obligations (Topic 420). We expect to record additional termination benefits related to our restructuring initiatives throughout 2015 when we identify with more specificity the job classifications, functions and locations of the remaining head count to be eliminated. Other restructuring costs, which represent primarily consulting fees and costs related to contract cancellations, are being recorded as incurred in accordance with Topic 420. Accelerated depreciation is being recorded over the adjusted remaining useful life of the related assets, and production line transfer costs are being recorded as incurred. |
Legal Costs, Policy [Policy Text Block] | In accordance with FASB ASC Topic 450, Contingencies , we accrue anticipated costs of settlement, damages, losses for product liability claims and, under certain conditions, costs of defense, based on historical experience or to the extent specific losses are probable and estimable. Otherwise, we expense these costs as incurred. If the estimate of a probable loss is a range and no amount within the range is more likely, we accrue the minimum amount of the range. |
ASC Update No. 2014-08, Presentation of Financial Statements (Topic 205) and Property Plant and Equipment (Topic 360) [Policy Text Block] | ASC Update No. 2014-08 In April 2014, the FASB issued ASC Update No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Update No. 2014-08 changed the criteria for reporting discontinued operations and enhanced convergence of the FASB's and the International Accounting Standard Board's (IASB) reporting requirements for discontinued operations. We were required to apply this amendment, prospectively to: (1) all disposals (or classifications as held for sale) of components of an entity that occurred within annual periods beginning on or after December 15, 2014 and interim periods within those years and (2) all businesses that, on acquisition, are classified as held for sale that occurred within annual periods beginning on or after December 15, 2014 and interim periods within those years. We adopted Update No. 2014-08 beginning in our first quarter ended March 31, 2015. The adoption of Update No. 2014-08 did not impact our results of operations or financial position. |
ASC Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) [Policy Text Block] | ASC Update No. 2014-09 In May 2014, the FASB issued ASC Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). Update No. 2014-09 provides enhancements to the quality and consistency of how revenue is reported while also improving comparability in the financial statements of companies using International Financial Reporting Standards and U.S. GAAP. The core principle requires entities to recognize revenue in a manner that depicts the transfer of goods or services to customers in amounts that reflect the consideration an entity expects to be entitled to in exchange for those goods or services. In July 2015, the FASB voted to approve a one year deferral, making the standard effective for public entities for annual and interim periods beginning after December 15, 2017. As such, the standard will be effective for us on January 1, 2018. Under the deferral, early application is still permitted but not before the original public organization effective date, which is for annual reporting periods beginning after December 15, 2016. We are in the process of determining the effect that the adoption of this standard will have on our financial position and results of operations. |
ASC Update No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. [Policy Text Block] | ASC Update No. 2015-03 In April 2015, the FASB issued ASC Update No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . Update No. 2015-03 requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Update No. 2015-03 is effective for annual reporting periods beginning after December 15, 2015 and interim periods within those reporting periods. Early adoption is permitted for financial statements that have not been previously issued. The adoption of Update No. 2015-03 will require us to reclassify our debt issuance costs from deferred charges to direct deductions of our debt liabilities. The adoption of Update No. 2015-03 is not expected to have a material impact on our financial position or results of operations. |
ASC Update No. 2015 -05, Intangibles- Goodwill and Other - Internal -Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement [Policy Text Block] | ASC Update No. 2015-05 In May 2015, the FASB issued ASC Update No. 2015-05, Intangibles- Goodwill and Other - Internal -Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. Update No. 2015-05 provides accounting guidance on how customers should treat cloud computing arrangements. 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. Update No. 2015-05 is effective for annual reporting periods beginning after December 15, 2015 and interim periods within those reporting periods. An entity can elect to adopt the amendments either (1) prospectively to all arrangements entered into or materially modified after the effective date or (2) retrospectively. The adoption of Update No. 2015-05 is not expected to have a material impact on our financial position or results of operations. |
ASC Update No. 2015-12, Plan Accounting [Policy Text Block] | ASC Update No. 2015-12 In August 2015, the FASB issued ASC Update No. 2015-12, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), and Health and Welfare Benefit Plans (Topic 965). Update No. 2015-12 has three parts. Part I designates contract value as the only required measure for fully benefit-responsive investment contracts. Part II simplifies the investment disclosure requirements under Topics 820, 960, 962, and 965 for employee benefits plans and Part III provides an alternative measurement date for fiscal periods that do not coincide with a month-end date. Update No. 2015-12 is effective for fiscal years beginning after December 15, 2015. The adoption of Update No. 2015-12 is not expected to have a material impact on our financial position or results of operations. |
ASC Update No. 2015-16, Business Combinations [Policy Text Block] | ASC Update No. 2015-16 In September 2015, the FASB issued ASC Update No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement - Period Adjustments . Update No. 2015-16 eliminates the requirement to restate prior period financial statements for measurement period adjustments following a business combination. Update No. 2015-16 requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The prior period impact of the adjustment should be either presented separately on the face of the income statement or disclosed in the notes. Update No. 2015-16 is effective for fiscal years beginning after December 15, 2015. The adoption of Update No. 2015-16 is not expected to have a material impact on our financial position or results of operations. |
Acquisitions and Strategic In22
Acquisitions and Strategic Investments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Business Combination, Components of Purchase Price [Table Text Block] | The components of the aggregate purchase prices are as follows (in millions): Cash, net of cash acquired $ 479 Fair value of prior interests 31 $ 510 The components of the aggregate preliminary purchase prices are as follows (in millions): Cash, net of cash acquired, including amounts payable as of September 30, 2015 $ 1,659 Fair value of contingent consideration 31 $ 1,690 |
Business Combination, Purchase Price Allocation Schedule [Table Text Block] | The following summarizes the aggregate purchase price allocation for the 2014 acquisitions as of September 30, 2014 (in millions): Goodwill $ 210 Amortizable intangible assets 263 Inventory 23 Property, Plant and Equipment 17 Prepaid Transaction Service Agreements 5 Other net assets (1 ) Deferred income taxes (7 ) $ 510 The following summarizes the aggregate preliminary purchase price allocation for the 2015 acquisitions as of September 30, 2015 (in millions): Goodwill $ 568 Amortizable intangible assets 992 Inventory 102 Property, Plant and Equipment 42 Other net assets 39 Deferred income taxes (53 ) $ 1,690 |
Rollforward of Fair Value of Contingent Consideration [Table Text Block] | Changes in the fair value of our contingent consideration liability were as follows (in millions): Balance as of December 31, 2014 $ 274 Amounts recorded related to new acquisitions 31 Other amounts recorded related to prior acquisitions — Net fair value adjustments 86 Payments made (125 ) Balance as of September 30, 2015 $ 266 |
Description of unobservable inputs used in Level 3 fair value measurements [Table Text Block] | The recurring Level 3 fair value measurements of our contingent consideration liability include the following significant unobservable inputs: Contingent Consideration Liability Fair Value as of September 30, 2015 Valuation Technique Unobservable Input Range Revenue-based Payments $84 million Probability Weighted Discounted Cash Flow Discount Rate 11.5% - 15% Projected Year of Payment 2015 - 2019 $182 million Monte Carlo Revenue Volatility 11% - 20% Risk Free Rate LIBOR Term Structure Projected Year of Payment 2015 - 2018 The nonrecurring Level 3 fair value measurements of our intangible asset impairment analysis included the following significant unobservable inputs: Intangible Asset Valuation Date Fair Value Valuation Technique Unobservable Input Rate Core Technology September 30, 2015 $8 million Income Approach -Excess Earnings Method Discount Rate 10% In-Process R&D June 30, 2015 $6 million Income Approach - Excess Earnings Method Discount Rate 16.5 - 20% In-Process R&D September 30, 2014 $16 million Income Approach - Excess Earnings Method Discount Rate 16.5 - 20% In-Process R&D June 30, 2014 $83 million Income Approach - Excess Earnings Method Discount Rate 16.5 - 20% Core Technology June 30, 2014 $8 million Income Approach - Excess Earnings Method Discount Rate 15% In-Process R&D March 31, 2014 $6 million Income Approach - Excess Earnings Method Discount Rate 20% Core Technology March 31, 2014 $64 million Income Approach - Excess Earnings Method Discount Rate 15% |
Business Acquisition, Purchase Price Allocation, Intangible Assets, Description [Table Text Block] | We allocated a portion of the purchase price to specific intangible asset categories as follows: Amount (in millions) Weighted (in years) Range of Risk- Amortizable intangible assets: Technology-related $ 233 10 - 14 14 - 18 % Customer relationships 29 10 18% Other intangible assets 1 2 14% $ 263 We allocated a portion of the purchase price to specific intangible asset categories as follows: Amount (in millions) Weighted (in years) Range of Risk- Amortizable intangible assets: Technology-related $ 358 11-12 13.5% - 15% Customer relationships 616 12 13.5% Other intangible assets 18 13 13.5% $ 992 |
Goodwill and Other Intangible23
Goodwill and Other Intangible Assets Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Note D - Goodwill and Other Intangible Assets [Abstract] | |
Goodwill | The gross carrying amount of goodwill and other intangible assets and the related accumulated amortization for intangible assets subject to amortization and accumulated write-offs of goodwill as of September 30, 2015 and December 31, 2014 are as follows: As of September 30, 2015 December 31, 2014 Gross Carrying Accumulated Amortization/ Gross Carrying Accumulated Amortization/ (in millions) Amount Write-offs Amount Write-offs Amortizable intangible assets Technology-related $ 8,874 $ (3,952 ) $ 8,406 $ (3,697 ) Patents 519 (354 ) 519 (342 ) Other intangible assets 1,512 (584 ) 875 (533 ) $ 10,905 $ (4,890 ) $ 9,800 $ (4,572 ) Unamortizable intangible assets Goodwill $ 16,368 $ (9,900 ) $ 15,798 $ (9,900 ) In-process research and development (IPR&D) 93 — 181 — Technology-related 120 — 197 — $ 16,581 $ (9,900 ) $ 16,176 $ (9,900 ) |
Schedule of Goodwill [Table Text Block] | The following is a rollforward of accumulated goodwill write-offs by global reportable segment: (in millions) Cardiovascular Rhythm Management MedSurg Total Accumulated write-offs as of December 31, 2014 $ (1,479 ) $ (6,960 ) $ (1,461 ) $ (9,900 ) Goodwill written off — — — — Accumulated write-offs as of September 30, 2015 $ (1,479 ) $ (6,960 ) $ (1,461 ) $ (9,900 ) The following represents our goodwill balance by global reportable segment: (in millions) Cardiovascular Rhythm Management MedSurg Total Balance as of December 31, 2014 $ 3,426 $ 290 $ 2,182 $ 5,898 Purchase price adjustments — 2 — 2 Goodwill acquired — — 568 568 Balance as of September 30, 2015 $ 3,426 $ 292 $ 2,750 $ 6,468 |
Description of unobservable inputs used in Level 3 fair value measurements [Table Text Block] | The recurring Level 3 fair value measurements of our contingent consideration liability include the following significant unobservable inputs: Contingent Consideration Liability Fair Value as of September 30, 2015 Valuation Technique Unobservable Input Range Revenue-based Payments $84 million Probability Weighted Discounted Cash Flow Discount Rate 11.5% - 15% Projected Year of Payment 2015 - 2019 $182 million Monte Carlo Revenue Volatility 11% - 20% Risk Free Rate LIBOR Term Structure Projected Year of Payment 2015 - 2018 The nonrecurring Level 3 fair value measurements of our intangible asset impairment analysis included the following significant unobservable inputs: Intangible Asset Valuation Date Fair Value Valuation Technique Unobservable Input Rate Core Technology September 30, 2015 $8 million Income Approach -Excess Earnings Method Discount Rate 10% In-Process R&D June 30, 2015 $6 million Income Approach - Excess Earnings Method Discount Rate 16.5 - 20% In-Process R&D September 30, 2014 $16 million Income Approach - Excess Earnings Method Discount Rate 16.5 - 20% In-Process R&D June 30, 2014 $83 million Income Approach - Excess Earnings Method Discount Rate 16.5 - 20% Core Technology June 30, 2014 $8 million Income Approach - Excess Earnings Method Discount Rate 15% In-Process R&D March 31, 2014 $6 million Income Approach - Excess Earnings Method Discount Rate 20% Core Technology March 31, 2014 $64 million Income Approach - Excess Earnings Method Discount Rate 15% |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Gains (losses) recognized in earnings for derivatives designed as hedging instruments | The following presents the effect of our derivative instruments designated as cash flow hedges under Topic 815 on our accompanying unaudited condensed consolidated statements of operations during the third quarter and first nine months of 2015 and 2014 (in millions): Amount of Pre-tax Gain (Loss) Recognized in OCI (Effective Portion) Amount of Pre-tax Gain (Loss) Reclassified from AOCI into Earnings (Effective Portion) Location in Statement of Operations Three Months Ended September 30, 2015 Currency hedge contracts $ 13 $ 54 Cost of products sold $ 13 $ 54 Three Months Ended September 30, 2014 Currency hedge contracts $ 156 $ 25 Cost of products sold $ 156 $ 25 Nine Months Ended September 30, 2015 Currency hedge contracts $ 81 $ 156 Cost of products sold Interest rate derivative contracts 11 2 Interest Expense $ 92 $ 158 Nine Months Ended September 30, 2014 Currency hedge contracts $ 115 $ 68 Cost of products sold $ 115 $ 68 |
Gains (losses) recognized in earnings for derivatives not designated as hedging instruments | The amount of gain (loss) recognized in earnings related to the ineffective portion of hedging relationships was de minimis for all periods presented. |
Net foreign currency gain (loss) [Table Text Block] | Net gains and losses on currency hedge contracts not designated as hedging instruments were offset by net losses and gains from foreign currency transaction exposures, as shown in the following table: in millions Location in Statement of Operations Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Gain (loss) on currency hedge contracts Other, net $ 32 $ 40 $ 46 $ 20 Gain (loss) on foreign currency transaction exposures Other, net (36 ) (45 ) (64 ) (31 ) Net foreign currency gain (loss) Other, net $ (4 ) $ (5 ) $ (18 ) $ (11 ) |
Classification of derivative assets and liabilities within level 2 | The following are the balances of our derivative assets and liabilities as of September 30, 2015 and December 31, 2014 : As of September 30, December 31, (in millions) Location in Balance Sheet (1) 2015 2014 Derivative Assets: Currently or Previously Designated Hedging Instruments Currency hedge contracts Other current assets $ 152 $ 178 Currency hedge contracts Other long-term assets 89 141 Interest rate contracts Other current assets — 3 Interest rate contracts Other long-term assets — 22 241 344 Non-Designated Hedging Instruments Currency hedge contracts Other current assets 49 100 Total Derivative Assets $ 290 $ 444 Derivative Liabilities: Currently or Previously Designated Hedging Instruments Currency hedge contracts Other current liabilities $ 1 $ 1 1 1 Non-Designated Hedging Instruments Currency hedge contracts Other current liabilities 29 35 Total Derivative Liabilities $ 30 $ 36 (1) We classify derivative assets and liabilities as current when the remaining term of the derivative contract is one year or less. |
Assets and liabilities measured at fair value on a recurring basis | Assets and liabilities measured at fair value on a recurring basis consist of the following as of September 30, 2015 and December 31, 2014 : September 30, 2015 As of December 31, 2014 (in millions) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Money market and government funds $ 27 $ — $ — $ 27 $ 151 $ — $ — $ 151 Currency hedge contracts — 290 — 290 — 419 — 419 Interest rate contracts — — — — — 25 — 25 $ 27 $ 290 $ — $ 317 $ 151 $ 444 $ — $ 595 Liabilities Currency hedge contracts $ — $ 30 $ — $ 30 $ — $ 36 $ — $ 36 Accrued contingent consideration — — 266 266 — — 274 274 $ — $ 30 $ 266 $ 296 $ — $ 36 $ 274 $ 310 |
Borrowings and Credit Arrange25
Borrowings and Credit Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of debt maturities | The debt maturity schedule for the significant components of our debt obligations as of September 30, 2015 is as follows: (in millions) 2015 2016 2017 2018 2019 Thereafter Total Senior notes $ — $ — $ 250 $ 600 $ — $ 3,800 $ 4,650 Term loan — 80 155 390 150 375 1,150 $ — $ 80 $ 405 $ 990 $ 150 $ 4,175 $ 5,800 Note: The table above does not include unamortized discounts associated with our senior notes, or amounts related to interest rate contracts used to hedge the fair value of certain of our senior notes. |
Summary of revolving credit facility agreement compliance with debt covenants | Covenant Requirement as of September 30, 2015 Actual as of September 30, 2015 Maximum leverage ratio (1) 4.5 times 3.1 times Minimum interest coverage ratio (2) 3.0 times 6.7 times (1) Ratio of total debt to consolidated EBITDA, as defined by the credit agreement, for the preceding four consecutive fiscal quarters. (2) |
Restructuring Related Activit26
Restructuring Related Activities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Cost [Line Items] | |
Restructuring and related costs | The following presents these costs (credits) by major type and line item within our accompanying unaudited condensed consolidated statements of operations, as well as by program: Three Months Ended September 30, 2015 (in millions) Termination Benefits Accelerated Depreciation Transfer Costs Other Total Restructuring charges $ 5 $ — $ — $ 2 $ 7 Restructuring-related expenses: Cost of products sold — — 5 — 5 Selling, general and administrative expenses — 1 — 8 9 — 1 5 8 14 $ 5 $ 1 $ 5 $ 10 $ 21 All charges incurred in the third quarter of 2015 are related to the 2014 Restructuring Plan. Three Months Ended September 30, 2014 (in millions) Termination Benefits Accelerated Depreciation Transfer Costs Other Total Restructuring charges $ — $ — $ — $ 2 $ 2 Restructuring-related expenses: Cost of products sold — — 9 — 9 Selling, general and administrative expenses — 1 — 5 6 — 1 9 5 15 $ — $ 1 $ 9 $ 7 $ 17 (in millions) Termination Benefits Accelerated Depreciation Transfer Costs Other Total 2014 Restructuring plan $ (1 ) $ 1 $ 9 $ 7 $ 16 2011 Restructuring plan (including the Expansion) 1 — — — 1 $ — $ 1 $ 9 $ 7 $ 17 Nine Months Ended September 30, 2015 (in millions) Termination Benefits Accelerated Depreciation Transfer Costs Other Total Restructuring charges $ 13 $ — $ — $ 3 $ 16 Restructuring-related expenses: Cost of products sold — — 20 — 20 Selling, general and administrative expenses — 3 — 19 22 — 3 20 19 42 $ 13 $ 3 $ 20 $ 22 $ 58 (in millions) Termination Benefits Accelerated Depreciation Transfer Costs Other Total 2014 Restructuring plan $ 17 $ 3 $ 20 $ 22 $ 62 2011 Restructuring plan (including the Expansion) (4 ) — — — (4 ) $ 13 $ 3 $ 20 $ 22 $ 58 Nine Months Ended September 30, 2014 (in millions) Termination Benefits Accelerated Depreciation Transfer Costs Other Total Restructuring charges $ 19 $ — $ — $ 18 $ 37 Restructuring-related expenses: Cost of products sold — — 15 — 15 Selling, general and administrative expenses — 3 — 15 18 — 3 15 15 33 $ 19 $ 3 $ 15 $ 33 $ 70 (in millions) Termination Benefits Accelerated Depreciation Transfer Costs Other Total 2014 Restructuring plan $ 18 $ 3 $ 15 $ 30 $ 66 2011 Restructuring plan (including the Expansion) 1 — — 3 4 $ 19 $ 3 $ 15 $ 33 $ 70 |
Cumulative restructuring charges | (in millions) 2014 2011 Total Termination benefits $ 86 $ 135 $ 221 Net loss (gain) on fixed asset disposals — (1 ) (1 ) Other 28 113 141 Total restructuring charges 114 247 361 Accelerated depreciation 8 5 13 Transfer costs 45 — 45 Other 37 34 71 Restructuring-related expenses 90 39 129 $ 204 $ 286 $ 490 |
Cash payments associated with restructuring initiatives | We made cash payments of $20 million in the third quarter of 2015 and $66 million in the first nine months of 2015 associated with our restructuring initiatives and as of September 30, 2015 , we had made total cash payments of $446 million related to our 2014 Restructuring plan and 2011 Restructuring plan (including the Expansion) since committing to each plan. These payments were made using cash generated from operations, and are comprised of the following: (in millions) 2014 2011 (including the Expansion) Total Three Months Ended September 30, 2015 Termination benefits $ 6 $ — $ 6 Transfer costs 5 — 5 Other 9 — 9 $ 20 $ — $ 20 Nine Months Ended September 30, 2015 Termination benefits $ 24 $ — $ 24 Transfer costs 20 — 20 Other 22 — 22 $ 66 $ — $ 66 Program to Date Termination benefits $ 55 $ 133 $ 188 Transfer costs 45 — 45 Other 59 154 213 $ 159 $ 287 $ 446 |
Summary of accrued expenses within accompanying unaudited condensed consolidated balance sheets | The following is a rollforward of the termination benefit liability associated with our 2014 Restructuring plan and 2011 Restructuring plan (including the Expansion), which is reported as a component of accrued expenses included in our accompanying unaudited condensed balance sheets: (in millions) 2014 2011 (including the Expansion) Total Accrued as of December 31, 2014 $ 39 $ 4 $ 43 Charges (credits) 17 (4 ) 13 Cash payments (24 ) — (24 ) Accrued as of September 30, 2015 $ 32 $ — $ 32 |
2014 Restructuring plan [Member] | |
Restructuring and Related Cost [Line Items] | |
Restructuring and related costs | The following table provides a summary of our estimates of costs associated with the 2014 Restructuring plan by major type of cost: Type of cost Total estimated amount expected to be incurred Restructuring charges: Termination benefits $115 million to $135 million Other (1) $25 million to $35 million Restructuring-related expenses: Other (2) $110 million to $130 million $250 million to $300 million (1) Consists primarily of consulting fees and costs associated with contract cancellations. (2) Comprised of other costs directly related to the 2014 Restructuring plan, including program management, accelerated depreciation, and costs to transfer product lines among facilities. |
2011 Restructuring Plan [Member] | |
Restructuring and Related Cost [Line Items] | |
Restructuring and related costs | The following provides a summary of our total costs associated with the 2011 Restructuring plan, including the Expansion, by major type of cost: Type of cost Total amounts incurred Restructuring charges: Termination benefits $135 million Other (1) $112 million Restructuring-related expenses: Other (2) $39 million $286 million (1) Includes primarily consulting fees, gains and losses on disposals of fixed assets and costs associated with contract cancellations. (2) Comprised of other costs directly related to the 2011 Restructuring plan, including the Expansion, such as program management, accelerated depreciation, retention and infrastructure-related costs. |
Supplemental Balance Sheet In27
Supplemental Balance Sheet Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Balance Sheet Information [Abstract] | |
Trade accounts receivable, net | As of (in millions) September 30, 2015 December 31, 2014 Accounts receivable $ 1,390 $ 1,288 Less: allowance for doubtful accounts (77 ) (76 ) Less: allowance for sales returns (39 ) (29 ) $ 1,274 $ 1,183 |
Rollforward of allowances for doubtful accounts | Three Months Ended Nine Months Ended (in millions) 2015 2014 2015 2014 Beginning balance $ 77 $ 80 $ 76 $ 81 Charges to expenses 3 — 11 4 Utilization of allowances (3 ) (5 ) (10 ) (10 ) Ending balance $ 77 $ 75 $ 77 $ 75 |
Inventory Disclosure [Text Block] | As of (in millions) September 30, 2015 December 31, 2014 Finished goods $ 751 $ 649 Work-in-process 110 97 Raw materials 225 200 $ 1,086 $ 946 |
Property, plant and equipment, net | As of (in millions) September 30, 2015 December 31, 2014 Land $ 87 $ 80 Buildings and improvements 965 944 Equipment, furniture and fixtures 2,787 2,633 Capital in progress 195 189 4,034 3,846 Less: accumulated depreciation 2,555 2,339 $ 1,479 $ 1,507 |
Schedule of Accrued Liabilities | As of (in millions) September 30, 2015 December 31, 2014 Legal reserves $ 383 $ 694 Payroll and related liabilities 469 512 Accrued contingent consideration 164 158 Other 589 586 $ 1,605 $ 1,950 |
Other long-term liabilities | As of (in millions) September 30, 2015 December 31, 2014 Accrued income taxes $ 1,287 $ 1,231 Legal reserves 1,176 883 Accrued contingent consideration 102 116 Other long-term liabilities 436 436 $ 3,001 $ 2,666 |
Accrued warranties | Nine Months Ended 2015 2014 Beginning Balance $ 25 $ 28 Provision 11 6 Settlements/reversals (11 ) (9 ) Ending Balance $ 25 $ 25 |
Weighted Average Shares Outst28
Weighted Average Shares Outstanding (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares [Table Text Block] | Three Months Ended Nine Months Ended (in millions) 2015 2014 2015 2014 Weighted average shares outstanding - basic 1,344.0 1,325.5 1,339.7 1,323.5 Net effect of common stock equivalents — * 22.1 — * 23.8 Weighted average shares outstanding - assuming dilution 1,344.0 1,347.6 1,339.7 1,347.3 * We generated a net loss in the third quarter and first nine months of 2015 . Our weighted-average shares outstanding for earnings per share calculations exclude common stock equivalents of 20.2 million and 21.5 million for the third quarter and first nine months of 2015 , respectively, due to our net loss position in these periods. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Information By Segment | A reconciliation of the totals reported for the reportable segments to the applicable line items in our accompanying unaudited condensed consolidated statements of operations is as follows: Three Months Ended Nine Months Ended (in millions) 2015 2014 2015 2014 Net sales Interventional Cardiology $ 551 $ 514 $ 1,659 $ 1,543 Peripheral Interventions 246 217 723 631 Cardiovascular 797 731 2,382 2,174 Cardiac Rhythm Management 483 482 1,456 1,441 Electrophysiology 61 54 182 167 Rhythm Management 544 536 1,638 1,608 Endoscopy 362 340 1,042 990 Urology and Pelvic Health 207 138 479 397 Neuromodulation 128 115 369 338 MedSurg 697 593 1,890 1,725 Net sales allocated to reportable segments 2,038 1,860 5,910 5,507 Sales generated from divested businesses — 1 — 4 Impact of foreign currency fluctuations (150 ) (15 ) (411 ) (18 ) $ 1,888 $ 1,846 $ 5,499 $ 5,493 Income (loss) before income taxes Cardiovascular $ 249 $ 201 $ 732 $ 565 Rhythm Management 97 76 252 209 MedSurg 235 192 590 535 Operating income allocated to reportable segments 581 469 1,574 1,309 Corporate expenses and currency exchange (145 ) (90 ) (334 ) (205 ) Intangible asset impairment charges; pension termination charges; acquisition-, divestiture-, restructuring-, and litigation-related net charges and credits (604 ) (206 ) (935 ) (586 ) Amortization expense (131 ) (109 ) (361 ) (327 ) Operating income (loss) (299 ) 64 (56 ) 191 Other expense, net (68 ) (61 ) (256 ) (146 ) Income (loss) before income taxes $ (367 ) $ 3 $ (312 ) $ 45 |
Changes in Other Comprehensiv30
Changes in Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Changes in Other Comprehensive Income [Abstract] | |
Changes in Other Comprehensive Income [Table Text Block] | The following table provides the reclassifications out of other comprehensive income for the three and nine month periods ended September 30, 2015 and September 30, 2014 . Amounts in the chart below are presented net of tax. Three Months Ended September 30, 2015 (in millions) Foreign currency translation adjustments Unrealized gains/losses on derivative financial instruments Defined benefit pension items / Other Total Balance as of June 30, 2015 $ (68 ) $ 204 $ (32 ) $ 104 Other comprehensive income (loss) before reclassifications (12 ) 8 — (4 ) Amounts reclassified from accumulated other comprehensive income — (35 ) 16 (19 ) Net current-period other comprehensive income (12 ) (27 ) 16 (23 ) Balance as of September 30, 2015 $ (80 ) $ 177 $ (16 ) $ 81 Three Months Ended September 30, 2014 (in millions) Foreign currency translation adjustments Unrealized gains/losses on derivative financial instruments Defined benefit pension items / Other Total Balance as of June 30, 2014 $ (24 ) $ 86 $ (20 ) $ 42 Other comprehensive income (loss) before reclassifications (15 ) 99 — 84 Amounts reclassified from accumulated other comprehensive income — (16 ) — (16 ) Net current-period other comprehensive income (15 ) 83 — 68 Balance as of September 30, 2014 $ (39 ) $ 169 $ (20 ) $ 110 Nine Months Ended September 30, 2015 (in millions) Foreign currency translation adjustments Unrealized gains/losses on derivative financial instruments Defined benefit pension items / Other Total Balance as of December 31, 2014 $ (38 ) $ 219 $ (37 ) $ 144 Other comprehensive income (loss) before reclassifications (42 ) 59 — 17 Amounts reclassified from accumulated other comprehensive income — (101 ) 21 (80 ) Net current-period other comprehensive income (42 ) (42 ) 21 (63 ) Balance as of September 30, 2015 $ (80 ) $ 177 $ (16 ) $ 81 Nine Months Ended September 30, 2014 (in millions) Foreign currency translation adjustments Unrealized gains/losses on derivative financial instruments Defined benefit pension items / Other Total Balance as of December 31, 2013 $ (16 ) $ 141 $ (19 ) $ 106 Other comprehensive income (loss) before reclassifications (23 ) 72 (1 ) 48 Amounts reclassified from accumulated other comprehensive income — (44 ) — (44 ) Net current-period other comprehensive income (23 ) 28 (1 ) 4 Balance as of September 30, 2014 $ (39 ) $ 169 $ (20 ) $ 110 |
Acquisitions and Strategic In31
Acquisitions and Strategic Investments (Details) - USD ($) $ in Millions | Aug. 03, 2015 | Apr. 03, 2015 | Sep. 02, 2014 | May. 07, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 500 | $ 500 | $ 150 | ||||||
Goodwill | 6,468 | 6,468 | 5,898 | ||||||
Accrued Contingent Consideration | 266 | 266 | 274 | ||||||
Business Combination, Liabilities Arising from Contingencies, Amount Recognized | 31 | $ 0 | |||||||
Adjustments to accrued contingent consideration | 0 | ||||||||
Maximum future contingent consideration for acquisitions | 1,893 | 1,893 | |||||||
Payments to Acquire Businesses, Net of Cash Acquired | 1,642 | 487 | |||||||
Payment of contingent consideration | (15) | (102) | (15) | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 40 | $ (4) | 86 | (122) | |||||
Contingent payment related to business combination | 125 | ||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 31 | ||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | 19 | ||||||||
Total payout [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Payment of contingent consideration | (125) | ||||||||
revenue-based payments [Member] | Discounted cash flow [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Contingent Consideration, Liability | (84) | $ (84) | |||||||
revenue-based payments [Member] | Discounted cash flow [Member] | Minimum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value Inputs, Discount Rate | 11.50% | ||||||||
contingent consideration liability, projected year of payment | 2,015 | ||||||||
revenue-based payments [Member] | Discounted cash flow [Member] | Maximum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value Inputs, Discount Rate | 15.00% | ||||||||
contingent consideration liability, projected year of payment | 2,019 | ||||||||
revenue-based payments [Member] | Monte Carlo [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Contingent Consideration, Liability | (182) | $ (182) | |||||||
revenue-based payments [Member] | Monte Carlo [Member] | Minimum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Revenue Volatility - Contingent Consideration | 11.00% | ||||||||
contingent consideration liability, projected year of payment | 2,015 | ||||||||
revenue-based payments [Member] | Monte Carlo [Member] | Maximum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Revenue Volatility - Contingent Consideration | 20.00% | ||||||||
contingent consideration liability, projected year of payment | 2,018 | ||||||||
Bayer and IoGyn [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 510 | ||||||||
Goodwill | 210 | 210 | |||||||
Payments to Acquire Businesses, Net of Cash Acquired | 479 | ||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination | 510 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 263 | 263 | 263 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 23 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 17 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | $ 5 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets, Current | (7) | (7) | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | (1) | $ (1) | |||||||
Bayer [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 414 | ||||||||
IoGyn [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Minority interest owned of IoGyn | 28.00% | ||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 8 | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 65 | ||||||||
Remaining equity of IoGyn purchased | 72.00% | 72.00% | |||||||
2015 Acquisitions [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | 568 | $ 568 | |||||||
Business Combination, Liabilities Arising from Contingencies, Amount Recognized | 31 | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 1,659 | ||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination | 1,690 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 992 | 992 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 102 | 102 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 42 | 42 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 39 | 39 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets, Current | $ (53) | $ (53) | |||||||
AMS urology portfolio [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 1,616 | ||||||||
Potential payments based on acheiving certain milestones | 50 | ||||||||
Non-voting Preferred Stock Investment Amount | $ 60 | ||||||||
Xlumena [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 63 | ||||||||
Potential payments based on acheiving certain milestones | $ 13 | ||||||||
Technology-Based Intangible Assets [Member] | Minimum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 11 years | 10 years | |||||||
Range of Risk Adjusted Discount Rates used in Purchase Price Allocation | 13.50% | 13.50% | 14.00% | ||||||
Technology-Based Intangible Assets [Member] | Maximum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years | 14 years | |||||||
Range of Risk Adjusted Discount Rates used in Purchase Price Allocation | 15.00% | 15.00% | 18.00% | ||||||
Technology-Based Intangible Assets [Member] | Bayer and IoGyn [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived Intangible Assets Acquired | $ 233 | ||||||||
Technology-Based Intangible Assets [Member] | 2015 Acquisitions [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived Intangible Assets Acquired | $ 358 | ||||||||
Customer Relationships [Member] | Bayer and IoGyn [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived Intangible Assets Acquired | $ 29 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||||
Range of Risk Adjusted Discount Rates used in Purchase Price Allocation | 18.00% | ||||||||
Customer Relationships [Member] | 2015 Acquisitions [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived Intangible Assets Acquired | $ 616 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years | ||||||||
Range of Risk Adjusted Discount Rates used in Purchase Price Allocation | 13.50% | 13.50% | |||||||
Other Intangible Assets [Member] | Bayer and IoGyn [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived Intangible Assets Acquired | $ 1 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years | ||||||||
Range of Risk Adjusted Discount Rates used in Purchase Price Allocation | 14.00% | ||||||||
Other Intangible Assets [Member] | 2015 Acquisitions [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived Intangible Assets Acquired | $ 18 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 13 years | ||||||||
Range of Risk Adjusted Discount Rates used in Purchase Price Allocation | 13.50% | 13.50% |
Strategic Investments (Details)
Strategic Investments (Details) $ in Millions | Sep. 30, 2015USD ($) |
Schedule of Equity Method Investments [Line Items] | |
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity | $ 40 |
Preventis [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Equity Method Investment, Ownership Percentage | 27.00% |
Preventice [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Common Stock Interest Acquired | 18.50% |
Frankenman [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Equity Method Investment, Ownership Percentage | 25.00% |
Divestitures and Pension Term33
Divestitures and Pension Termination (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jan. 31, 2011 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Divestitures and Assets Held for Sale [Abstract] | ||||||||
Purchase price for divestiture of business/controlling interest | $ 1,500 | |||||||
Proceeds from business divestitures, net of costs | $ 0 | $ 12 | $ 30 | $ 10 | $ 1,450 | |||
Pension termination charges | $ 36 | $ 0 | $ 44 | $ 0 |
Goodwill and Other Intangible34
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Goodwill [Line Items] | |||||||||
Intangible asset impairment charges | $ 10 | $ 9 | $ 12 | $ 19 | $ 177 | ||||
Research and Development in Process | 16 | $ 6 | |||||||
Asset Impairment Charges | $ 110 | 55 | |||||||
Finite-Lived Intangible Assets, Gross | 10,905 | 10,905 | $ 9,800 | ||||||
Finite-Lived Intangible Assets, Accumulated Amortization | (4,890) | (4,890) | (4,572) | ||||||
Indefinite-lived intangible assets, including goodwill | 16,581 | 16,581 | 16,176 | ||||||
Indefinite-lived intangible assets, accumulated write-offs | (9,900) | (9,900) | (9,900) | ||||||
Goodwill | 6,468 | 6,468 | 5,898 | ||||||
Goodwill, Purchase Accounting Adjustments | 2 | ||||||||
Goodwill, Acquired During Period | 568 | ||||||||
Goodwill, Impaired, Accumulated Impairment Loss | (9,900) | (9,900) | (9,900) | ||||||
Goodwill (Textuals) [Abstract] | |||||||||
Goodwill impairment charge | 0 | ||||||||
Core technology | 8 | 8 | $ 64 | ||||||
Electrophysiology [Member] | |||||||||
Goodwill [Line Items] | |||||||||
Hypothetical change in WACC | 0.50% | ||||||||
Goodwill (Textuals) [Abstract] | |||||||||
Hypothetical change in revenue growth rates | 1.50% | ||||||||
Global CRM Reporting Unit [Member] | |||||||||
Goodwill [Line Items] | |||||||||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 26.00% | 26.00% | |||||||
Cardiovascular [Member] | |||||||||
Goodwill [Line Items] | |||||||||
Goodwill | 3,426 | 3,426 | 3,426 | ||||||
Goodwill, Purchase Accounting Adjustments | 0 | ||||||||
Goodwill, Acquired During Period | 0 | ||||||||
Goodwill, Impaired, Accumulated Impairment Loss | (1,479) | (1,479) | (1,479) | ||||||
Goodwill (Textuals) [Abstract] | |||||||||
Goodwill impairment charge | 0 | ||||||||
Rhythm Management [Member] | |||||||||
Goodwill [Line Items] | |||||||||
Goodwill | 292 | 292 | 290 | ||||||
Goodwill, Purchase Accounting Adjustments | 2 | ||||||||
Goodwill, Acquired During Period | 0 | ||||||||
Goodwill, Impaired, Accumulated Impairment Loss | (6,960) | (6,960) | (6,960) | ||||||
Goodwill (Textuals) [Abstract] | |||||||||
Goodwill impairment charge | 0 | ||||||||
MedSurg [Member] | |||||||||
Goodwill [Line Items] | |||||||||
Goodwill | 2,750 | 2,750 | 2,182 | ||||||
Goodwill, Purchase Accounting Adjustments | 0 | ||||||||
Goodwill, Acquired During Period | 568 | ||||||||
Goodwill, Impaired, Accumulated Impairment Loss | (1,461) | (1,461) | (1,461) | ||||||
Goodwill (Textuals) [Abstract] | |||||||||
Goodwill impairment charge | 0 | ||||||||
Global Electrophysiology (EP) Reporting Unit [Member] | |||||||||
Goodwill [Line Items] | |||||||||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 28.00% | 28.00% | |||||||
Allocated Goodwill | $ 292 | ||||||||
Unclassified Indefinite-lived Intangible Assets [Member] | |||||||||
Goodwill [Line Items] | |||||||||
Goodwill, Gross | 16,368 | 16,368 | 15,798 | ||||||
Goodwill, Impaired, Accumulated Impairment Loss | (9,900) | (9,900) | (9,900) | ||||||
Technology-related [Member] | |||||||||
Goodwill [Line Items] | |||||||||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 120 | 120 | 197 | ||||||
In-process research and development [Member] | |||||||||
Goodwill [Line Items] | |||||||||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 93 | 93 | 181 | ||||||
Core technology [Member] | |||||||||
Goodwill [Line Items] | |||||||||
Intangible asset impairment charges | 8 | ||||||||
In Process Research and Development [Member] | |||||||||
Goodwill [Line Items] | |||||||||
Intangible asset impairment charges | $ 4 | ||||||||
Goodwill (Textuals) [Abstract] | |||||||||
Intangible assets reclassified from unamortizable to amortizable | 1 | 77 | |||||||
Technology-related [Member] | |||||||||
Goodwill [Line Items] | |||||||||
Finite-Lived Intangible Assets, Gross | 8,874 | 8,874 | 8,406 | ||||||
Finite-Lived Intangible Assets, Accumulated Amortization | (3,952) | (3,952) | (3,697) | ||||||
Goodwill (Textuals) [Abstract] | |||||||||
Intangible assets reclassified from unamortizable to amortizable | 77 | ||||||||
Patents [Member] | |||||||||
Goodwill [Line Items] | |||||||||
Finite-Lived Intangible Assets, Gross | 519 | 519 | 519 | ||||||
Finite-Lived Intangible Assets, Accumulated Amortization | (354) | (354) | (342) | ||||||
Other Intangible Assets [Member] | |||||||||
Goodwill [Line Items] | |||||||||
Finite-Lived Intangible Assets, Gross | 1,512 | 1,512 | 875 | ||||||
Finite-Lived Intangible Assets, Accumulated Amortization | $ (584) | $ (584) | $ (533) | ||||||
Vessix Charges [Member] | |||||||||
Goodwill [Line Items] | |||||||||
Asset Impairment Charges | 67 | ||||||||
Atritech Charges [Member] | |||||||||
Goodwill [Line Items] | |||||||||
Asset Impairment Charges | 35 | ||||||||
Other In-process Research and Development Project Charges [Member] | |||||||||
Goodwill [Line Items] | |||||||||
Asset Impairment Charges | $ 8 | ||||||||
Minimum [Member] | In Process Research and Development [Member] | |||||||||
Goodwill (Textuals) [Abstract] | |||||||||
Fair Value Inputs, Discount Rate | 16.50% | 16.50% | 16.50% | ||||||
Maximum [Member] | In Process Research and Development [Member] | |||||||||
Goodwill (Textuals) [Abstract] | |||||||||
Fair Value Inputs, Discount Rate | 20.00% | 20.00% | 20.00% | ||||||
In Process Research and Development 2 [Member] | |||||||||
Goodwill [Line Items] | |||||||||
Research and Development in Process | $ 6 | $ 83 | |||||||
In Process Research and Development [Member] | |||||||||
Goodwill (Textuals) [Abstract] | |||||||||
Fair Value Inputs, Discount Rate | 20.00% | ||||||||
Core technology [Member] | |||||||||
Goodwill (Textuals) [Abstract] | |||||||||
Fair Value Inputs, Discount Rate | 10.00% | 15.00% | 15.00% |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Measurements (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative, Notional Amount | $ 1,517 | $ 1,517 | $ 2,178 | ||||||
Foreign Currency Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net | (54) | $ 25 | (156) | $ 68 | |||||
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months | 114 | 114 | |||||||
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax, Ending Balance | 171 | 171 | 217 | ||||||
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments at Fair Value, Net | 1,947 | 1,947 | 2,470 | ||||||
Gain (Loss) on Interest Rate Cash Flow Hedge Ineffectiveness | (1) | 8 | 17 | ||||||
Gain (loss) recognized in earnings for terminated interest rate swaps | $ 11 | $ 35 | |||||||
Unamortized gains on senior notes | 66 | 66 | 45 | ||||||
Unamortized losses on senior notes | (1) | (1) | (2) | ||||||
Unrealized gain on interest rate cash flow hedges, pretax, AOCI | 10 | 10 | 2 | ||||||
reduction of interest expense, related to amortization of previously terminated interest rate contracts | 3 | 10 | |||||||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | 13 | 13 | |||||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | 11 | ||||||||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 2 | ||||||||
Derivative Assets | 290 | 290 | 444 | ||||||
Derivative Liabilities | 30 | 30 | 36 | ||||||
Time Deposits, at Carrying Value | 115 | 115 | 255 | ||||||
Cash | 208 | 208 | 181 | ||||||
Cost-method Investments, Aggregate Carrying Amount | 121 | 121 | 27 | ||||||
Intangible asset impairment charges | 10 | 9 | 12 | 19 | 177 | ||||
Asset Impairment Charges | $ 110 | $ 55 | |||||||
Debt Instrument, Fair Value Disclosure | 6,080 | 6,080 | 4,613 | ||||||
Loss on hedged debt obligation [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Interest Expense, Other | 1 | (8) | (17) | ||||||
Fair Value, Inputs, Level 1 [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Interest Rate Derivative Assets, at Fair Value | 0 | 0 | 0 | ||||||
Fair Value, Inputs, Level 2 [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Money Market Funds, at Carrying Value | 0 | 0 | |||||||
Fair Value, Inputs, Level 3 [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Interest Rate Derivative Assets, at Fair Value | 0 | 0 | 0 | ||||||
Fair Value, Measurements, Recurring [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Money Market Funds, at Carrying Value | 27 | 27 | 151 | ||||||
Foreign Currency Contract, Asset, Fair Value Disclosure | 290 | 290 | 419 | ||||||
Interest Rate Derivative Assets, at Fair Value | 0 | 0 | 25 | ||||||
Assets, Fair Value Disclosure | 317 | 317 | 595 | ||||||
Foreign Currency Contracts, Liability, Fair Value Disclosure | 30 | 30 | 36 | ||||||
Accrued Contingent Consideration | 266 | 266 | 274 | ||||||
Liabilities, Fair Value Disclosure | 296 | 296 | 310 | ||||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Money Market Funds, at Carrying Value | 27 | 27 | 151 | ||||||
Foreign Currency Contract, Asset, Fair Value Disclosure | 0 | 0 | 0 | ||||||
Assets, Fair Value Disclosure | 27 | 27 | 151 | ||||||
Foreign Currency Contracts, Liability, Fair Value Disclosure | 0 | 0 | 0 | ||||||
Accrued Contingent Consideration | 0 | 0 | 0 | ||||||
Liabilities, Fair Value Disclosure | 0 | 0 | 0 | ||||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Money Market Funds, at Carrying Value | 0 | ||||||||
Foreign Currency Contract, Asset, Fair Value Disclosure | 290 | 290 | 419 | ||||||
Interest Rate Derivative Assets, at Fair Value | 0 | 0 | 25 | ||||||
Assets, Fair Value Disclosure | 290 | 290 | 444 | ||||||
Foreign Currency Contracts, Liability, Fair Value Disclosure | 30 | 30 | 36 | ||||||
Accrued Contingent Consideration | 0 | 0 | 0 | ||||||
Liabilities, Fair Value Disclosure | 30 | 30 | 36 | ||||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Money Market Funds, at Carrying Value | 0 | 0 | 0 | ||||||
Foreign Currency Contract, Asset, Fair Value Disclosure | 0 | 0 | 0 | ||||||
Assets, Fair Value Disclosure | 0 | 0 | 0 | ||||||
Foreign Currency Contracts, Liability, Fair Value Disclosure | 0 | 0 | 0 | ||||||
Accrued Contingent Consideration | 266 | 266 | 274 | ||||||
Liabilities, Fair Value Disclosure | 266 | 266 | 274 | ||||||
Interest Rate Swap [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative, Notional Amount | $ 450 | 450 | |||||||
Interest rate swaps terminated in Q1 2015 [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Accrued Investment Income Receivable | $ 7 | ||||||||
Designated as Hedging Instrument [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative Instruments in Hedges, Assets, at Fair Value | 241 | 241 | 344 | ||||||
Derivative Instruments in Hedges, Liabilities, at Fair Value | 1 | 1 | 1 | ||||||
Designated as Hedging Instrument [Member] | Prepaid And Other Current Assets [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative Instruments in Hedges, Assets, at Fair Value | 152 | 152 | 178 | ||||||
Designated as Hedging Instrument [Member] | Other Long Term Assets [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative Instruments in Hedges, Assets, at Fair Value | 89 | 89 | 141 | ||||||
Designated as Hedging Instrument [Member] | Other current liabilities [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative Instruments in Hedges, Liabilities, at Fair Value | 1 | 1 | 1 | ||||||
Not Designated as Hedging Instrument [Member] | Prepaid And Other Current Assets [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative Instruments Not Designated as Hedging Instruments, Asset, at Fair Value | 49 | 49 | 100 | ||||||
Not Designated as Hedging Instrument [Member] | Other current liabilities [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative Instruments Not Designated as Hedging Instruments, Liability, at Fair Value | 29 | 29 | 35 | ||||||
Not Designated as Hedging Instrument [Member] | Other, net [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 32 | 40 | 46 | 20 | |||||
Net gain (loss) from foreign currency transaction exposures | (36) | (45) | (64) | (31) | |||||
Foreign Currency Transaction Gain (Loss), Realized | (4) | (5) | (18) | (11) | |||||
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | 13 | 156 | 92 | 115 | |||||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 54 | 25 | 158 | 68 | |||||
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Cost of products sold [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | 13 | 156 | 81 | 115 | |||||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 54 | $ 25 | 156 | $ 68 | |||||
Interest Rate Contract [Member] | Designated as Hedging Instrument [Member] | Prepaid And Other Current Assets [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative Instruments in Hedges, Assets, at Fair Value | 0 | 0 | 3 | ||||||
Interest Rate Contract [Member] | Designated as Hedging Instrument [Member] | Other Long Term Assets [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative Instruments in Hedges, Assets, at Fair Value | $ 0 | $ 0 | $ 22 |
Borrowings and Credit Arrange36
Borrowings and Credit Arrangements (Details) ¥ in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2015JPY (¥) | Apr. 10, 2015USD ($) | Aug. 06, 2013USD ($) | Apr. 18, 2012USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Asset Impairment Charges | $ 110 | $ 55 | ||||||||
Schedule of debt maturities | ||||||||||
Long-term Debt, Maturities, Repayments of Principal in Current Year | $ 0 | $ 0 | ||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 80 | 80 | ||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 405 | 405 | ||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Four | 990 | 990 | ||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Five | 150 | 150 | ||||||||
Long-term Debt, Maturities, Repayments of Principal After Year Five | 4,175 | 4,175 | ||||||||
Long-term Debt, Maturities, Total Repayments of Principal | 5,800 | 5,800 | ||||||||
Borrowings and Credit Arrangements (Textuals) [Abstract] | ||||||||||
Total debt | 5,859 | 5,859 | $ 4,262 | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | 300 | 300 | ||||||||
Proceeds from long-term borrowings, net of debt issuance costs | 2,580 | $ 0 | ||||||||
Maximum amount of proceeds from sale of finance receivables | $ 387 | 387 | ||||||||
Average interest rate of de-recognized receivables | 2.50% | 3.20% | ||||||||
De-recognized receivables | $ 173 | 173 | $ 167 | |||||||
Letters of Credit Outstanding, Amount | $ 65 | $ 65 | 59 | |||||||
November 2015 Notes [Member] | ||||||||||
Schedule of debt maturities | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | 5.50% | 5.50% | |||||||
Borrowings and Credit Arrangements (Textuals) [Abstract] | ||||||||||
Senior notes | $ 400 | $ 400 | ||||||||
June 2016 Notes [Member] | ||||||||||
Schedule of debt maturities | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.40% | 6.40% | 6.40% | |||||||
Borrowings and Credit Arrangements (Textuals) [Abstract] | ||||||||||
Senior notes | $ 600 | $ 600 | ||||||||
2025 Notes [Member] | ||||||||||
Schedule of debt maturities | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.85% | 3.85% | 3.85% | |||||||
2022 Notes [Member] | ||||||||||
Schedule of debt maturities | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.375% | 3.375% | 3.375% | |||||||
2020 Notes [Member] | ||||||||||
Schedule of debt maturities | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.85% | 2.85% | 2.85% | |||||||
Uncommitted Credit Facilities With A Commercial Japanese Banks [Member] | ||||||||||
Borrowings and Credit Arrangements (Textuals) [Abstract] | ||||||||||
Maximum amount of proceeds from sale of finance receivables | $ 176 | $ 176 | ¥ 21,000 | |||||||
De-recognized receivables | $ 135 | $ 135 | $ 134 | |||||||
Average discounted rates of notes receivables | 1.70% | 1.70% | 1.80% | 1.70% | ||||||
Extinguished Debt [Member] | ||||||||||
Schedule of debt maturities | ||||||||||
Interest Expense, Debt | $ 45 | |||||||||
Italy, Spain, Portugal and Greece [Member] | ||||||||||
Borrowings and Credit Arrangements (Textuals) [Abstract] | ||||||||||
Accounts receivable 180 days past due | $ 28 | 28 | ||||||||
Accounts receivable 365 days past due | $ 13 | $ 13 | ||||||||
Covenant Requirement [Member] | ||||||||||
Summary of compliance with debt covenants | ||||||||||
Maximum Leverage Ratio | 4.5 | 4.5 | 4.5 | |||||||
Minimum interest coverage ratio | 3 | 3 | 3 | |||||||
Actual, Covenant [Member] | ||||||||||
Summary of compliance with debt covenants | ||||||||||
Maximum Leverage Ratio | 3.1 | 3.1 | 3.1 | |||||||
Minimum interest coverage ratio | 6.7 | 6.7 | 6.7 | |||||||
2015 Term Loan [Member] | ||||||||||
Borrowings and Credit Arrangements (Textuals) [Abstract] | ||||||||||
Interest Margin above LIBOR, Minimum | 1.00% | |||||||||
Interest Margin above LIBOR, Maximum | 1.75% | |||||||||
Unsecured Term Loan Facility, Interest Rate During Period | 1.50% | 1.50% | 1.50% | |||||||
Quarterly term-loan principal payments | $ 38 | |||||||||
Revolving credit facility [Member] | ||||||||||
Borrowings and Credit Arrangements (Textuals) [Abstract] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,000 | |||||||||
Unsecured Term Loan Facility [Member] | ||||||||||
Borrowings and Credit Arrangements (Textuals) [Abstract] | ||||||||||
Interest Margin above LIBOR, Minimum | 1.00% | |||||||||
Interest Margin above LIBOR, Maximum | 1.75% | |||||||||
Unsecured Term Loan Facility, Interest Rate During Period | 1.50% | 1.50% | 1.50% | |||||||
Quarterly term-loan principal payments | $ 20 | |||||||||
the 2015 Facility [Member] | ||||||||||
Borrowings and Credit Arrangements (Textuals) [Abstract] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,000 | |||||||||
Interest Margin above LIBOR, Minimum | 0.90% | |||||||||
Interest Margin above LIBOR, Maximum | 1.50% | |||||||||
Line of Credit Facility, Current Interest Rate | 1.30% | |||||||||
Commitment fee percentage | 0.20% | |||||||||
Exclusion from EBITDA for Restructuring Charges | $ 620 | |||||||||
Restructuring charges remaining to be excluded from calculation of consolidated EBITDA | $ 584 | $ 584 | ||||||||
Litigation and Debt Exclusion from EBITDA | 2,000 | |||||||||
Legal payments and debt remaining to be excluded from calculation of consolidated EBITDA | 1,633 | 1,633 | ||||||||
2015 Term Loan [Member] | ||||||||||
Schedule of debt maturities | ||||||||||
Long-term Debt, Maturities, Total Repayments of Principal | $ 750 | |||||||||
Senior Notes [Member] | ||||||||||
Schedule of debt maturities | ||||||||||
Long-term Debt, Maturities, Repayments of Principal in Current Year | 0 | 0 | ||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 0 | 0 | ||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 250 | 250 | ||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Four | 600 | 600 | ||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Five | 0 | 0 | ||||||||
Long-term Debt, Maturities, Repayments of Principal After Year Five | 3,800 | 3,800 | ||||||||
Long-term Debt, Maturities, Total Repayments of Principal | 4,650 | 4,650 | $ 3,800 | |||||||
Unsecured Term Loan Facility [Member] | ||||||||||
Schedule of debt maturities | ||||||||||
Long-term Debt, Maturities, Repayments of Principal in Current Year | 0 | 0 | ||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 80 | 80 | ||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 155 | 155 | ||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Four | 390 | 390 | ||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Five | 150 | 150 | ||||||||
Long-term Debt, Maturities, Repayments of Principal After Year Five | 375 | 375 | ||||||||
Long-term Debt, Maturities, Total Repayments of Principal | 1,150 | 1,150 | ||||||||
Offering Completed in May 2015 [Member] | ||||||||||
Schedule of debt maturities | ||||||||||
Long-term Debt, Maturities, Total Repayments of Principal | 1,850 | 1,850 | ||||||||
2020 Notes [Member] | ||||||||||
Schedule of debt maturities | ||||||||||
Long-term Debt, Maturities, Total Repayments of Principal | 600 | 600 | ||||||||
2022 Notes [Member] | ||||||||||
Schedule of debt maturities | ||||||||||
Long-term Debt, Maturities, Total Repayments of Principal | 500 | 500 | ||||||||
2025 Notes [Member] | ||||||||||
Schedule of debt maturities | ||||||||||
Long-term Debt, Maturities, Total Repayments of Principal | $ 750 | $ 750 | ||||||||
Periods prior to the closing of the AMS Portfolio Acquisition [Member] | Covenant Requirement [Member] | ||||||||||
Summary of compliance with debt covenants | ||||||||||
Maximum Leverage Ratio | 4.5 | 4.5 | 4.5 | |||||||
Fifth fiscal quarter-end following the closing of the AMS Portfolio Acquisition [Member] | Covenant Requirement [Member] | ||||||||||
Summary of compliance with debt covenants | ||||||||||
Maximum Leverage Ratio | 4.25 | 4.25 | 4.25 | |||||||
Sixth fiscal quarter-end following the closing of the AMS Portfolio Acquisition [Member] | Covenant Requirement [Member] | ||||||||||
Summary of compliance with debt covenants | ||||||||||
Maximum Leverage Ratio | 4 | 4 | 4 | |||||||
Seventh fiscal quarter-end following the closing of the AMS Portfolio Acquisition [Member] | Covenant Requirement [Member] | ||||||||||
Summary of compliance with debt covenants | ||||||||||
Maximum Leverage Ratio | 3.75 | 3.75 | 3.75 | |||||||
Eighth fiscal quarter-end and thereafter following the closing of the AMS Portfolio Acquisition [Member] | Covenant Requirement [Member] | ||||||||||
Summary of compliance with debt covenants | ||||||||||
Maximum Leverage Ratio | 3.5 | 3.5 | 3.5 |
Restructuring Related Activit37
Restructuring Related Activities (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 23 Months Ended | 50 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | |
Restructuring and Related Cost [Line Items] | ||||||||
Restructuring Charges Incurred to Date | $ 361 | |||||||
Restructuring-related Costs Incurred to Date | 129 | |||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Restructuring and Related Cost, Cost Incurred to Date | $ 490 | $ 490 | $ 490 | 490 | ||||
Payments for Restructuring | (20) | (66) | (446) | |||||
Restructuring Related Expenses | 14 | $ 15 | 42 | $ 33 | ||||
Restructuring and Related Cost, Incurred Cost | 21 | 17 | 58 | 70 | ||||
Restructuring Charges | 7 | 2 | 16 | 37 | ||||
2014 Restructuring plan [Member] | ||||||||
Restructuring and Related Cost [Line Items] | ||||||||
Restructuring Charges Incurred to Date | 114 | |||||||
Restructuring-related Costs Incurred to Date | 90 | |||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Restructuring and Related Cost, Cost Incurred to Date | 204 | 204 | 204 | 204 | ||||
Payments for Restructuring | (20) | (66) | (159) | |||||
Restructuring and Related Cost, Incurred Cost | 16 | 62 | 66 | |||||
2011 Restructuring Plan [Member] | ||||||||
Restructuring and Related Cost [Line Items] | ||||||||
Restructuring Charges Incurred to Date | 247 | |||||||
Restructuring-related Costs Incurred to Date | 39 | |||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Expected total costs associated with the plan | 286 | 286 | 286 | 286 | ||||
Restructuring and Related Cost, Cost Incurred to Date | 286 | 286 | 286 | 286 | ||||
Payments for Restructuring | 0 | 0 | (287) | |||||
Restructuring and Related Cost, Incurred Cost | 1 | 4 | 4 | |||||
Termination Benefits [Member] | ||||||||
Restructuring and Related Cost [Line Items] | ||||||||
Restructuring Reserve | 32 | 32 | 32 | 32 | $ 43 | |||
Restructuring Charges Incurred to Date | 221 | |||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Payments for Restructuring | (6) | (24) | (188) | |||||
Restructuring Related Expenses | 0 | 0 | 0 | 0 | ||||
Restructuring and Related Cost, Incurred Cost | 5 | 0 | 13 | 19 | ||||
Restructuring Charges | 5 | 0 | 13 | 19 | ||||
Termination Benefits [Member] | 2014 Restructuring plan [Member] | ||||||||
Restructuring and Related Cost [Line Items] | ||||||||
Restructuring Reserve | 32 | 32 | 32 | 32 | 39 | |||
Restructuring Charges Incurred to Date | 86 | |||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Payments for Restructuring | (6) | (24) | (55) | |||||
Restructuring and Related Cost, Incurred Cost | (1) | 17 | 18 | |||||
Restructuring Charges | 17 | |||||||
Termination Benefits [Member] | 2011 Restructuring Plan [Member] | ||||||||
Restructuring and Related Cost [Line Items] | ||||||||
Restructuring Reserve | 0 | 0 | 0 | 0 | 4 | |||
Restructuring Charges Incurred to Date | 135 | |||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Payments for Restructuring | 0 | 0 | (133) | |||||
Restructuring and Related Cost, Incurred Cost | 1 | (4) | 1 | |||||
Restructuring Charges | (4) | |||||||
Accelerated depreciation [Member] | ||||||||
Restructuring and Related Cost [Line Items] | ||||||||
Restructuring-related Costs Incurred to Date | 13 | |||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Restructuring Related Expenses | 1 | 1 | 3 | 3 | ||||
Restructuring and Related Cost, Incurred Cost | 1 | 1 | 3 | 3 | ||||
Restructuring Charges | 0 | 0 | 0 | 0 | ||||
Accelerated depreciation [Member] | 2014 Restructuring plan [Member] | ||||||||
Restructuring and Related Cost [Line Items] | ||||||||
Restructuring-related Costs Incurred to Date | 8 | |||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Restructuring and Related Cost, Incurred Cost | 1 | 3 | 3 | |||||
Accelerated depreciation [Member] | 2011 Restructuring Plan [Member] | ||||||||
Restructuring and Related Cost [Line Items] | ||||||||
Restructuring-related Costs Incurred to Date | 5 | |||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Restructuring and Related Cost, Incurred Cost | 0 | 0 | 0 | |||||
Transfer costs [Member] | ||||||||
Restructuring and Related Cost [Line Items] | ||||||||
Restructuring-related Costs Incurred to Date | 45 | |||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Payments for Restructuring | (5) | (20) | (45) | |||||
Restructuring Related Expenses | 5 | 9 | 20 | 15 | ||||
Restructuring and Related Cost, Incurred Cost | 5 | 9 | 20 | 15 | ||||
Restructuring Charges | 0 | 0 | 0 | 0 | ||||
Transfer costs [Member] | 2014 Restructuring plan [Member] | ||||||||
Restructuring and Related Cost [Line Items] | ||||||||
Restructuring-related Costs Incurred to Date | 45 | |||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Payments for Restructuring | (5) | (20) | (45) | |||||
Restructuring and Related Cost, Incurred Cost | 9 | 20 | 15 | |||||
Transfer costs [Member] | 2011 Restructuring Plan [Member] | ||||||||
Restructuring and Related Cost [Line Items] | ||||||||
Restructuring-related Costs Incurred to Date | 0 | |||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Payments for Restructuring | 0 | 0 | 0 | |||||
Restructuring and Related Cost, Incurred Cost | 0 | 0 | 0 | |||||
Impairment of an asset in value [Member] | ||||||||
Restructuring and Related Cost [Line Items] | ||||||||
Restructuring Charges Incurred to Date | (1) | |||||||
Impairment of an asset in value [Member] | 2014 Restructuring plan [Member] | ||||||||
Restructuring and Related Cost [Line Items] | ||||||||
Restructuring Charges Incurred to Date | 0 | |||||||
Impairment of an asset in value [Member] | 2011 Restructuring Plan [Member] | ||||||||
Restructuring and Related Cost [Line Items] | ||||||||
Restructuring Charges Incurred to Date | (1) | |||||||
Other [Member] | ||||||||
Restructuring and Related Cost [Line Items] | ||||||||
Restructuring Reserve | 5 | 5 | 5 | 5 | $ 6 | |||
Restructuring Charges Incurred to Date | 141 | |||||||
Restructuring-related Costs Incurred to Date | 71 | |||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Payments for Restructuring | (9) | (22) | (213) | |||||
Restructuring Related Expenses | 8 | 5 | 19 | 15 | ||||
Restructuring and Related Cost, Incurred Cost | 10 | 7 | 22 | 33 | ||||
Restructuring Charges | 2 | 2 | 3 | 18 | ||||
Other [Member] | 2014 Restructuring plan [Member] | ||||||||
Restructuring and Related Cost [Line Items] | ||||||||
Restructuring Charges Incurred to Date | 28 | |||||||
Restructuring-related Costs Incurred to Date | 37 | |||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Payments for Restructuring | (9) | (22) | (59) | |||||
Restructuring and Related Cost, Incurred Cost | 7 | 22 | 30 | |||||
Other [Member] | 2011 Restructuring Plan [Member] | ||||||||
Restructuring and Related Cost [Line Items] | ||||||||
Restructuring Charges Incurred to Date | 113 | |||||||
Restructuring-related Costs Incurred to Date | 34 | |||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Payments for Restructuring | 0 | 0 | (154) | |||||
Restructuring and Related Cost, Incurred Cost | 0 | 0 | 3 | |||||
Restructuring Plan [Member] | Termination Benefits [Member] | 2011 Restructuring Plan [Member] | ||||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Expected total costs associated with the plan | 135 | 135 | 135 | 135 | ||||
Restructuring Plan [Member] | Other [Member] | 2011 Restructuring Plan [Member] | ||||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Expected total costs associated with the plan | 112 | 112 | 112 | 112 | ||||
Restructuring Related To Plan [Member] | Other [Member] | 2011 Restructuring Plan [Member] | ||||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Expected total costs associated with the plan | 39 | 39 | 39 | 39 | ||||
Minimum [Member] | 2014 Restructuring plan [Member] | ||||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Expected total costs associated with the plan | 250 | 250 | 250 | 250 | ||||
Restructuring plan estimated future cash outflow | 235 | |||||||
Minimum [Member] | Restructuring Plan [Member] | Termination Benefits [Member] | 2014 Restructuring plan [Member] | ||||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Expected total costs associated with the plan | 115 | 115 | 115 | 115 | ||||
Minimum [Member] | Restructuring Plan [Member] | Other [Member] | 2014 Restructuring plan [Member] | ||||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Expected total costs associated with the plan | 25 | 25 | 25 | 25 | ||||
Minimum [Member] | Restructuring Related To Plan [Member] | Other [Member] | 2014 Restructuring plan [Member] | ||||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Expected total costs associated with the plan | 110 | 110 | 110 | 110 | ||||
Maximum [Member] | 2014 Restructuring plan [Member] | ||||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Expected total costs associated with the plan | 300 | 300 | 300 | 300 | ||||
Restructuring plan estimated future cash outflow | 285 | |||||||
Maximum [Member] | 2011 Restructuring Plan [Member] | ||||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Restructuring and Related Cost, Cost Incurred to Date | $ 53 | |||||||
Maximum [Member] | Restructuring Plan [Member] | Termination Benefits [Member] | 2014 Restructuring plan [Member] | ||||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Expected total costs associated with the plan | 135 | 135 | 135 | 135 | ||||
Maximum [Member] | Restructuring Plan [Member] | Other [Member] | 2014 Restructuring plan [Member] | ||||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Expected total costs associated with the plan | 35 | 35 | 35 | 35 | ||||
Maximum [Member] | Restructuring Related To Plan [Member] | Other [Member] | 2014 Restructuring plan [Member] | ||||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Expected total costs associated with the plan | 130 | 130 | $ 130 | $ 130 | ||||
Cost of products sold [Member] | ||||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Restructuring Related Expenses | 5 | 9 | 20 | 15 | ||||
Cost of products sold [Member] | Termination Benefits [Member] | ||||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Restructuring Related Expenses | 0 | 0 | 0 | 0 | ||||
Cost of products sold [Member] | Accelerated depreciation [Member] | ||||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Restructuring Related Expenses | 0 | 0 | 0 | 0 | ||||
Cost of products sold [Member] | Transfer costs [Member] | ||||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Restructuring Related Expenses | 5 | 9 | 20 | 15 | ||||
Cost of products sold [Member] | Other [Member] | ||||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Restructuring Related Expenses | 0 | 0 | 0 | 0 | ||||
Selling, General and Administrative Expenses [Member] | ||||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Restructuring Related Expenses | 9 | 6 | 22 | 18 | ||||
Selling, General and Administrative Expenses [Member] | Termination Benefits [Member] | ||||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Restructuring Related Expenses | 0 | 0 | 0 | 0 | ||||
Selling, General and Administrative Expenses [Member] | Accelerated depreciation [Member] | ||||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Restructuring Related Expenses | 1 | 1 | 3 | 3 | ||||
Selling, General and Administrative Expenses [Member] | Transfer costs [Member] | ||||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Restructuring Related Expenses | 0 | 0 | 0 | 0 | ||||
Selling, General and Administrative Expenses [Member] | Other [Member] | ||||||||
Estimated costs of restructuring program by major type of cost | ||||||||
Restructuring Related Expenses | $ 8 | $ 5 | $ 19 | $ 15 |
Supplemental Balance Sheet In38
Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Trade accounts receivable, net | |||||
Accounts receivable | $ 1,390 | $ 1,390 | $ 1,288 | ||
Less: allowance for doubtful accounts | (77) | (77) | (76) | ||
Less: allowance for sales returns | (39) | (39) | (29) | ||
Trade accounts receivable, net | 1,274 | 1,274 | 1,183 | ||
Allowance for doubtful accounts | |||||
Beginning balance | 77 | $ 80 | 76 | $ 81 | |
Charges to expenses | 3 | 0 | 11 | 4 | |
Utilization of allowances | (3) | (5) | (10) | (10) | |
Ending balance | 77 | 75 | 77 | 75 | |
Inventories | |||||
Finished goods | 751 | 751 | 649 | ||
Work-in-process | 110 | 110 | 97 | ||
Raw materials | 225 | 225 | 200 | ||
Inventories | 1,086 | 1,086 | 946 | ||
Property, plant and equipment, net | |||||
Land | 87 | 87 | 80 | ||
Buildings and improvements | 965 | 965 | 944 | ||
Equipment, furniture and fixtures | 2,787 | 2,787 | 2,633 | ||
Capital in progress | 195 | 195 | 189 | ||
Property, plant and equipment | 4,034 | 4,034 | 3,846 | ||
Less: accumulated depreciation | 2,555 | 2,555 | 2,339 | ||
Property, plant and equipment, net | 1,479 | 1,479 | 1,507 | ||
Accrued expenses | |||||
Payroll and related liabilities | 469 | 469 | 512 | ||
Business Combination, Contingent Consideration, Liability, Current | 164 | 164 | 158 | ||
Legal reserves | 383 | 383 | 694 | ||
Other | 589 | 589 | 586 | ||
Accrued expenses | 1,605 | 1,605 | 1,950 | ||
Other long-term liabilities | |||||
Accrued income taxes | 1,287 | 1,287 | 1,231 | ||
Legal reserves | 1,176 | 1,176 | 883 | ||
Business Combination, Contingent Consideration, Liability, Noncurrent | 102 | 102 | 116 | ||
Other Accrued Liabilities, Noncurrent | 436 | 436 | 436 | ||
Other long-term liabilities | 3,001 | 3,001 | $ 2,666 | ||
Accrued warranties | |||||
Beginning Balance | 25 | 28 | |||
Provision | 11 | 6 | |||
Settlements/ reversals | (11) | (9) | |||
Ending Balance | 25 | 25 | 25 | 25 | |
Supplemental Balance Sheet Information (Textuals) [Abstract] | |||||
Depreciation expense | $ 68 | $ 71 | $ 198 | $ 205 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2016 | Dec. 31, 2014 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||||
Unrecognized Tax Benefits | $ 1,086 | $ 1,086 | $ 1,047 | |||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 925 | 925 | 903 | |||
Incremental tax liability asserted by IRS | $ 1,162 | $ 1,162 | ||||
Reported tax rate | 45.90% | (1343.20%) | 68.90% | (296.00%) | ||
Net tax expense/benefits related to interest and penalties | $ 11 | $ 9 | $ 32 | $ 28 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total | $ 491 | $ 491 | $ 443 | |||
Subsequent Event [Member] | ||||||
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||||
Potential Reduction In Unrecognized Tax Benefits Over Next Twelve Months As Result Of Concluding Certain Matters | $ 10 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Feb. 13, 2015USD ($) | Apr. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Nov. 02, 2015claims | Jun. 30, 2015USD ($) | Apr. 29, 2015claims | Dec. 31, 2014USD ($) |
Commitments and Contingencies (Textuals) [Abstract] | ||||||||||
Accrual for legal matters that are probable and estimable | $ | $ 1,559 | $ 1,559 | $ 1,577 | |||||||
Litigation Settlement, Expense | $ | $ 457 | $ 139 | $ 649 | $ 399 | ||||||
Litigation Settlement, Amount | $ | $ 119 | |||||||||
Loss Contingency, Estimate of Possible Loss | $ | $ 5,500 | |||||||||
Total Amount Payable To Johnson And Johnson per Settlement Agreement | $ | $ 600 | |||||||||
Subsequent Event [Member] | ||||||||||
Commitments and Contingencies (Textuals) [Abstract] | ||||||||||
Product liability cases or claims related to mesh product | 30,000 | |||||||||
Putative class actions in the U.S., Mesh | 8 | |||||||||
Product liability cases or claims related to mesh product - Canada | 20 | |||||||||
Putative class actions in Canada, Mesh | 4 | |||||||||
Product liability cases or claims related to mesh product - United Kingdom | 15 | |||||||||
Assigned to one judge in MA [Member] | Subsequent Event [Member] | ||||||||||
Commitments and Contingencies (Textuals) [Abstract] | ||||||||||
Product liability cases or claims related to mesh product | 3,100 | |||||||||
Settled Litigation [Member] | ||||||||||
Commitments and Contingencies (Textuals) [Abstract] | ||||||||||
Product liability cases or claims related to mesh product | 2,970 | |||||||||
Litigation Settlement, Amount | $ | $ 35 | |||||||||
Settled Litigation [Member] | Subsequent Event [Member] | ||||||||||
Commitments and Contingencies (Textuals) [Abstract] | ||||||||||
Product liability cases or claims related to mesh product | 6,000 |
Weighted Average Shares Outst41
Weighted Average Shares Outstanding (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average shares outstanding - basic | 1,344 | 1,325.5 | 1,339.7 | 1,323.5 |
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 22.1 | 0 | 23.8 |
Weighted average shares outstanding - assuming dilution | 1,344 | 1,347.6 | 1,339.7 | 1,347.3 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 20.2 | 21.5 | ||
Stock Issued During Period, Shares, New Issues | 3 | 2 | 17 | 13 |
Treasury Stock, Shares, Acquired | 10 | |||
Payments for Repurchase of Common Stock | $ 0 | $ 125 | ||
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2 | 13 | 2 | 13 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)reportablesegments | Sep. 30, 2014USD ($) | |
Net sales | ||||
Net sales allocated to reportable segments | $ 2,038 | $ 1,860 | $ 5,910 | $ 5,507 |
Segment Reporting, Sales from Divested Businesses | 0 | 1 | 0 | 4 |
Impact of foreign currency fluctuations | (150) | (15) | (411) | (18) |
Net sales | 1,888 | 1,846 | 5,499 | 5,493 |
Operating Income Allocated to Reportable Segments | 581 | 469 | 1,574 | 1,309 |
Amortization expense | (131) | (109) | (361) | (327) |
Operating (loss) income allocated to reportable segments | (299) | 64 | (56) | 191 |
Other expense, net | (68) | (61) | (256) | (146) |
Income (loss) before income taxes | (367) | 3 | $ (312) | 45 |
Segment Reporting (Textuals) [Abstract] | ||||
Number of reportable segments | reportablesegments | 3 | |||
Global Interventional Cardiology (IC) Reporting Unit [Member] | ||||
Net sales | ||||
Net sales allocated to reportable segments | 551 | 514 | $ 1,659 | 1,543 |
Global Peripheral Interventions (PI) Reporting Unit [Member] | ||||
Net sales | ||||
Net sales allocated to reportable segments | 246 | 217 | 723 | 631 |
Cardiovascular [Member] | ||||
Net sales | ||||
Net sales allocated to reportable segments | 797 | 731 | 2,382 | 2,174 |
Operating Income Allocated to Reportable Segments | 249 | 201 | 732 | 565 |
Global CRM Reporting Unit [Member] | ||||
Net sales | ||||
Net sales allocated to reportable segments | 483 | 482 | 1,456 | 1,441 |
Global Electrophysiology (EP) Reporting Unit [Member] | ||||
Net sales | ||||
Net sales allocated to reportable segments | 61 | 54 | 182 | 167 |
Rhythm Management [Member] | ||||
Net sales | ||||
Net sales allocated to reportable segments | 544 | 536 | 1,638 | 1,608 |
Operating Income Allocated to Reportable Segments | 97 | 76 | 252 | 209 |
Global Endoscopy (Endo) Reporting Unit [Member] | ||||
Net sales | ||||
Net sales allocated to reportable segments | 362 | 340 | 1,042 | 990 |
Global Urology (Uro) Reporting Unit [Member] | ||||
Net sales | ||||
Net sales allocated to reportable segments | 207 | 138 | 479 | 397 |
Global Neuromodulation (NM) Reporting Unit [Member] | ||||
Net sales | ||||
Net sales allocated to reportable segments | 128 | 115 | 369 | 338 |
MedSurg [Member] | ||||
Net sales | ||||
Net sales allocated to reportable segments | 697 | 593 | 1,890 | 1,725 |
Operating Income Allocated to Reportable Segments | 235 | 192 | 590 | 535 |
Corporate expenses and currency exchange [Member] | ||||
Net sales | ||||
Operating (Loss) Income Unallocated to Segment | (145) | (90) | (334) | (205) |
Special Charges [Member] | ||||
Net sales | ||||
Operating (Loss) Income Unallocated to Segment | $ (604) | $ (206) | $ (935) | $ (586) |
Changes in Other Comprehensiv43
Changes in Other Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |
Changes in Other Comprehensive Income [Abstract] | ||||||||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | $ (80) | $ (39) | $ (80) | $ (39) | $ (68) | $ (38) | $ (24) | $ (16) |
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax | 177 | 169 | 177 | 169 | 204 | 219 | 86 | 141 |
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax | (16) | (20) | (16) | (20) | (32) | (37) | (20) | (19) |
Accumulated Other Comprehensive Income (Loss), Net of Tax | 81 | 110 | 81 | 110 | $ 104 | $ 144 | $ 42 | $ 106 |
Cumulative Translation Adjustment, Net of Tax, Period Increase (Decrease) | (12) | (15) | (42) | (23) | ||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Before Reclassifications, Net of Tax | 8 | 99 | 59 | 72 | ||||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments, Net of Tax | 0 | 0 | 0 | (1) | ||||
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | (4) | 84 | 17 | 48 | ||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Reclassified from OCI, Net of Tax | (35) | (16) | (101) | (44) | ||||
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, Net of Tax | 16 | 21 | ||||||
Other Comprehensive Income (Loss), Reclassifications out of OCI, Net of Tax | (19) | (16) | (80) | (44) | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (12) | (15) | (42) | (23) | ||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | (27) | 83 | (42) | 28 | ||||
Net change in certain retirement plans, net of tax | 16 | 0 | 21 | (1) | ||||
Other Comprehensive Income (Loss), Net of Tax | (23) | 68 | (63) | 4 | ||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | (5) | (57) | (33) | (42) | ||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising Reclassed from OCI, Tax | 19 | $ 9 | 57 | $ 25 | ||||
Other Comprehensive Income (Loss) for defined benefit and pension items, reclassified out of OCI, tax impact | $ 14 | $ 17 |