Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 25, 2018 | |
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 | Mar. 31, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 1,379,810,502 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Net sales | $ 2,379 | $ 2,160 |
Cost of products sold | 672 | 650 |
Gross profit | 1,707 | 1,510 |
Operating expenses: | ||
Selling, general and administrative expenses | 860 | 794 |
Research and development expenses | 261 | 235 |
Royalty expense | 18 | 17 |
Amortization expense | 141 | 143 |
Intangible asset impairment charges | 1 | 0 |
Restructuring charges (credits) | 13 | 4 |
Contingent consideration expense (benefit) | 5 | (50) |
Litigation-related net charges (credits) | 0 | 3 |
Operating expenses | 1,300 | 1,146 |
Operating income (loss) | 407 | 364 |
Other income (expense): | ||
Interest expense | (61) | (57) |
Other, net | (23) | (2) |
Income (loss) before income taxes | 323 | 305 |
Income tax expense (benefit) | 26 | 15 |
Net income (loss) | $ 298 | $ 290 |
Net income (loss) per common share — basic | $ 0.22 | $ 0.21 |
Net income (loss) per common share — assuming dilution | $ 0.21 | $ 0.21 |
Weighted-average shares outstanding | ||
Basic | 1,376.5 | 1,365.4 |
Assuming dilution | 1,396.8 | 1,390.2 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Net income (loss) | $ 298 | $ 290 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustment | 10 | 8 |
Net change in derivative financial instruments | (80) | (55) |
Total other comprehensive income (loss) | (69) | (47) |
Total comprehensive income (loss) | $ 228 | $ 243 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 287 | $ 188 |
Trade accounts receivable, net | 1,580 | 1,548 |
Inventories | 1,113 | 1,078 |
Prepaid income taxes | 50 | 66 |
Other current assets | 1,048 | 942 |
Total current assets | 4,080 | 3,822 |
Property, plant and equipment, net | 1,700 | 1,697 |
Goodwill | 6,984 | 6,998 |
Other intangible assets, net | 5,713 | 5,837 |
Other long-term assets | 725 | 688 |
TOTAL ASSETS | 19,202 | 19,042 |
Current liabilities: | ||
Current debt obligations | 962 | 1,801 |
Accounts payable | 404 | 530 |
Accrued expenses | 2,447 | 2,456 |
Other current liabilities | 1,174 | 867 |
Total current liabilities | 4,988 | 5,654 |
Long-term debt | 4,803 | 3,815 |
Deferred income taxes | 128 | 191 |
Other long-term liabilities | 2,254 | 2,370 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock, $0.01 par value - authorized 50,000,000 shares, none issued and outstanding | ||
Common stock, $0.01 par value - authorized 2,000,000,000 shares - issued 1,627,188,009 shares as of March 31, 2018 and 1,621,062,898 shares as of December 31, 2017 | 16 | 16 |
Treasury stock, at cost - 247,566,270 shares as of March 31, 2018 and December 31, 2017 | (1,717) | (1,717) |
Additional paid-in capital | 17,184 | 17,161 |
Accumulated deficit | (8,326) | (8,390) |
Accumulated other comprehensive income (loss), net of tax | (128) | (59) |
Total stockholders’ equity | 7,030 | 7,012 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 19,202 | $ 19,042 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Condensed Consolidated Balance Sheet (Parenthetical) [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares, Issued | 1,627,188,009 | 1,621,062,898 |
Common Stock, Shares, Outstanding | 1,379,621,739 | 1,373,496,628 |
Preferred Stock, Par or Stated Value Per Share | $ 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 Stock, Shares | 247,566,270 | 247,566,270 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period | $ 1,168 | $ 327 |
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period | 1,017 | 487 |
Cash provided by (used for) operating activities | ||
Cash provided by (used for) operating activities | 193 | (7) |
Investing activities: | ||
Purchases of property, plant and equipment | (60) | (112) |
Payments for acquisitions of businesses, net of cash acquired | (9) | 0 |
Payments for investments and acquisitions of certain technologies | (103) | (28) |
Cash provided by (used for) investing activities | (173) | (140) |
Financing activities: | ||
Payments on long-term borrowings | (602) | (250) |
Proceeds from long-term borrowings, net of debt issuance and extinguishment costs | 990 | 0 |
Net increase (decrease) in commercial paper | (316) | 0 |
Payment of contingent consideration amounts previously established in purchase accounting | 0 | (18) |
Proceeds from borrowings on credit facilities | 70 | 1,016 |
Payments on borrowings from credit facilities | 0 | (735) |
Cash used to net share settle employee equity awards | (50) | (61) |
Proceeds from issuances of shares of common stock | 38 | 33 |
Cash provided by (used for) financing activities | 130 | (15) |
Effect of foreign exchange rates on cash | 1 | 1 |
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | 151 | (161) |
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period | 188 | |
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period | 287 | |
Supplemental Information | ||
Stock-based compensation expense | $ 36 | $ 30 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Basis of Presentation [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | NOTE N – NEW ACCOUNTING PRONOUNCEMENTS Periodically, 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 unaudited condensed consolidated financial statements. Standards to be Implemented ASC Update No. 2016-02 In February 2016, the FASB issued ASC Update No. 2016-02, Leases (Topic 842) . The purpose of Update No. 2016-02 is to increase the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet, including those previously classified as operating leases under current U.S. GAAP and disclosing key information about leasing arrangements. Update No. 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted and a modified retrospective approach is required for adoption. While we are still in the process of determining the effect that the new standard will have on our financial position and results of operations, we expect to recognize additional assets and corresponding liabilities on our consolidated balance sheets, as a result of our operating lease portfolio as it exists at the date we adopt the new standard. Please refer to Note F - Lease and Other Purchase Obligations in our most recent Annual Report on Form 10-K for information regarding our most current lease activity. Additionally, we are in the process of implementing a new lease administration and lease accounting system, and updating our controls and procedures for maintaining and accounting for our lease portfolio under the new standard. As a result, we anticipate adopting the new standard on January 1, 2019. ASC Update No. 2016-13 In June 2016, the FASB issued ASC Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments . The purpose of Update No. 2016-13 is to replace the current incurred loss impairment methodology for financial assets measured at amortized cost with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information, including forecasted information, to develop credit loss estimates. Update No. 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted for annual periods beginning after December 15, 2018. We are in the process of determining the effect that the adoption will have on our financial position and results of operations. No other new accounting pronouncements, issued or effective, during the period had, or are expected to have, a material impact on our condensed consolidated financial statements. |
BASIS OF PRESENTATION | NOTE A – 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 months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 . For further information, refer to the consolidated financial statements and footnotes thereto included in Item 8 of our most recent Annual Report on Form 10-K. Amounts reported in millions within this report are computed based on the amounts in thousands. As a result, the sum of the components reported in millions may not equal the total amount reported in millions due to rounding. Certain columns and rows within tables may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers in dollars. Prior year balances were subject to rounding. Revision of Reportable Segments Effective January 1, 2018, following organizational changes to align the company's business and organization structure focused on active implantable devices, we revised our reportable segments, in accordance with FASB ASC Topic 280, Segment Reporting. The revision reflects a reclassification of our Neuromodulation business from our Medical Surgical (MedSurg) segment to our newly created Rhythm and Neuro segment. We have revised prior year amounts to conform to the current year’s presentation (as denoted with an asterisk throughout *). There was no revision to operating segments or reporting units as a result of the organizational change. See Note C – Goodwill and Other Intangible Assets and Note K – Segment Reporting for further details. 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 months ended March 31, 2018 . Those items requiring disclosure (unrecognized subsequent events) in the financial statements have been disclosed accordingly. Refer to Note B – Acquisitions and Strategic Investments and Note I – Commitments and Contingencies for more information. Accounting Standards Implemented Since December 31, 2017 ASC Update No. 2014-09 In May 2014, the FASB issued ASC Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which was subsequently updated. We adopted the standard as of January 1, 2018, using the modified retrospective method. Under this method, we applied FASB ASC Topic 606 to contracts that were not complete as of January 1, 2018 and recognized the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings. Results for reporting periods beginning after January 1, 2018 are presented in accordance with FASB ASC Topic 606. Prior period amounts are not adjusted and are reported in accordance with legacy GAAP requirements in FASB ASC Topic 605, Revenue Recognition . Due to the adoption of FASB ASC Topic 606, we recorded a net reduction to opening retained earnings of $177 million on January 1, 2018, primarily related to cost of providing non-contractual post-implant support to certain customers, which we deemed immaterial in the context of the arrangement. Upon the adoption of FASB ASC Topic 606, when we sell a device with an implied non-contractual post-implant support obligation, we forward accrue the cost of the service within Selling, general and administrative expenses and recognize it at the point in time the associated revenue is earned. We release the accrual over the related service period. These costs were previously expensed as incurred due to such service obligation being non-contractual. The impact of adopting FASB ASC Topic 606 on our unaudited condensed consolidated balance sheets as of March 31, 2018 , resulted in an increase in Other current liabilities of $59 million and an increase in Other long-term liabilities of $206 million , as a result of accruing for our post-implant support obligation. We also recorded deferred tax assets primarily related to post-implant support, resulting in an increase in Other long-term assets of $12 million and a reduction in Deferred income taxes of $41 million . The remaining impact of adopting FASB ASC Topic 606 was not material to our financial position or results of operations. Refer to Note L – Revenue for additional details. ASC Update No. 2016-01 In January 2016, the FASB issued ASC Update No. 2016-01, Financial Instruments - Overall (Subtopic 825-10) : Recognition and Measurement of Financial Assets and Financial Liabilities. The purpose of Update No. 2016-01 is to improve financial reporting for financial instruments by reducing the number of items recorded to other comprehensive income. We adopted Update No. 2016-01 in the first quarter of 2018, using both the modified retrospective and prospective methods. For publicly-held securities, we used the modified retrospective approach. Unrealized gains and losses previously recorded to other comprehensive income were reclassified to retained earnings and all future fair value changes will be recorded to net income. For privately-held securities, we elected the measurement alternative approach which is applied prospectively upon adoption. This approach requires entities to measure their investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The adoption of the standard did not have a material impact on our financial position or results of operations. The actual impact to future periods resulting from fair value changes of our equity investments is difficult to predict as it will depend on their future performance. ASC Update No. 2016-16 In October 2016, the FASB issued ASC Update No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory . The purpose of Update No. 2016-16 is to allow an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, as opposed to waiting until the asset is sold to a third party, or impaired. Update No. 2016-16 was effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. We adopted Update No. 2016-16 prospectively in the first quarter of 2018 and recognized a net reduction to opening retained earnings of $55 million for income tax consequences not previously recognized for intra-entity transfers of assets other than inventories. All future income tax consequences of intra-entity transfers of assets other than inventories will be recognized through income tax expense. ASC Update No. 2017-12 In August 2017, the FASB issued ASC Update No. 2017-12, Derivatives and Hedging (Topic 815) : Targeted Improvements to Accounting for Hedging Activities . The purpose of Update No. 2017-12 is to simplify the application of hedge accounting and better align financial reporting of hedging relationships with risk management objectives. Update No. 2017-12 was effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. We early adopted Update No. 2017-12 in the first quarter of 2018. The adoption of the standard had no impact on our financial position or results of operations. |
Acquisitions and Strategic Inve
Acquisitions and Strategic Investments | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND STRATEGIC INVESTMENTS | NOTE B – ACQUISITIONS AND STRATEGIC INVESTMENTS We did not close any material acquisitions during the first quarter of 2018 or 2017 . On April 30, 2018, we announced the closing of our acquisition of NxThera, Inc. (NxThera), a privately-held company based in Maple Grove, Minnesota. NxThera developed the Rezûm ® System, a minimally invasive therapy in a growing category of treatment options for patients with benign prostatic hyperplasia (BPH). The transaction consists of an upfront cash payment of $306 million , and up to an additional $100 million in potential commercial milestone payments over the next four years. We have an existing minority investment in NxThera which is expected to result in a net upfront payment of approximately $240 million upon closing, and milestone payments of up to $85 million . NxThera will be integrated into our Urology and Pelvic Health business. On April 16, 2018, we announced the closing of our acquisition of nVision Medical Corporation (nVision), a privately-held company focused on women’s health. nVision developed the first and only device cleared by the U.S. Food and Drug Administration (FDA) to collect cells from the fallopian tubes, offering a potential platform for earlier diagnosis of ovarian cancer. The transaction consists of an upfront cash payment of $150 million , and up to an additional $125 million in potential clinical and commercial milestones over four years. nVision will be integrated into our Urology and Pelvic Health business. Contingent Consideration We recorded a net expense related to the changes in fair value of our contingent consideration liabilities of $5 million during the first quarter of 2018 and a net benefit related to the changes in fair value of our contingent consideration liabilities of $50 million during the first quarter of 2017 . We made $28 million of contingent payments during the first quarter of 2017 . Changes in the fair value of our contingent consideration liabilities were as follows (in millions): Balance as of December 31, 2017 $ 169 Amounts recorded related to prior acquisitions (22 ) Fair value adjustment 5 Balance as of March 31, 2018 $ 152 As of March 31, 2018 , the maximum amount of future contingent consideration (undiscounted) that we could be required to pay was approximately $1.320 billion . The recurring Level 3 fair value measurements of our contingent consideration liabilities include the following significant unobservable inputs: Contingent Consideration Liabilities Fair Value as of March 31, 2018 Valuation Technique Unobservable Input Range R&D and Commercialization-based Milestones $105 million Discounted Cash Flow Discount Rate 3% Probability of Payment 17% - 100% Projected Year of Payment 2018 - 2022 Revenue-based Payments $48 million Discounted Cash Flow Discount Rate 11% - 15% Projected Year of Payment 2018 - 2026 Projected contingent payment amounts related to some of our R&D, commercialization-based and revenue-based milestones are discounted back to the current period using a discounted cash flow (DCF) model. 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 January 24, 2018, we closed an investment and entered into an acquisition option agreement with Millipede, Inc. (Millipede), a privately-held company that has developed the IRIS Transcatheter Annuloplasty Ring System for the treatment of severe mitral regurgitation. Under the terms of the agreements, we have purchased a portion of the outstanding shares of Millipede along with newly issued shares of the company for a total consideration of $90 million . We also have the option to acquire the remaining shares of the company at any time prior to the completion of a first in human clinical study that meets certain parameters. Upon the completion of the clinical study, Millipede has the option to compel us to acquire the remaining shares of the company. Each company’s option period expires by the end of 2019. Completion of this acquisition would result in an additional $325 million payment by us at closing with a further $125 million becoming payable upon achievement of a commercial milestone. The aggregate carrying amount of our strategic investments were comprised of the following categories: As of (in millions) March 31, 2018 December 31, 2017 Equity method investments $ 304 $ 209 Measurement alternative investments 84 81 Publicly-held securities 12 15 Notes receivable 43 47 $ 442 $ 353 These investments are classified as other long-term assets within our accompanying unaudited condensed consolidated balance sheets , in accordance with U.S. GAAP and our accounting policies. As of March 31, 2018 , the book value of our equity method investments exceeded our share of the book value of the investees’ underlying net assets by approximately $335 million , which represents amortizable intangible assets and in-process research and development, corresponding deferred tax liabilities and goodwill. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE C – 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 are as follows: As of March 31, 2018 As of December 31, 2017 (in millions) Gross Carrying Accumulated Gross Carrying Accumulated Amortizable intangible assets Technology-related $ 9,396 $ (4,984 ) $ 9,386 $ (4,880 ) Patents 517 (381 ) 517 (379 ) Other intangible assets 1,636 (868 ) 1,633 (838 ) $ 11,549 $ (6,233 ) $ 11,536 $ (6,097 ) Unamortizable intangible assets Goodwill $ 16,884 $ (9,900 ) $ 16,898 $ (9,900 ) In-process research and development (IPR&D) 278 — 278 — Technology-related 120 — 120 — $ 17,281 $ (9,900 ) $ 17,295 $ (9,900 ) The following represents our goodwill balance by global reportable segment: (in millions) MedSurg* Rhythm and Neuro* Cardiovascular Total Balance as of December 31, 2017 $ 2,877 $ 417 $ 3,704 $ 6,998 Impact of reportable segment revisions (1,379 ) 1,379 — — Impact of foreign currency fluctuations and other changes in carrying amount 1 (22 ) 3 (17 ) Goodwill acquired 3 — — 3 Balance as of March 31, 2018 $ 1,503 $ 1,774 $ 3,707 $ 6,984 We did not have any goodwill impairments in the three months ended March 31, 2018 or 2017 . 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 impairment may exist. We assess goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a component. We have seven reporting units: Endoscopy, Urology and Pelvic Health, Cardiac Rhythm Management, Electrophysiology, Neuromodulation, Interventional Cardiology and Peripheral Interventions. As such, the first quarter change in our reportable segments, where Neuromodulation was reclassified from our MedSurg segment to our newly created Rhythm and Neuro segment did not trigger a goodwill impairment assessment or impact our total goodwill carrying value. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE D – HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENTS Derivative Instruments and Hedging Activities We address market risk from changes in foreign currency exchange rates and interest rates through risk management programs which include the use of derivative financial instruments. We operate these programs pursuant to documented corporate risk management policies and do not enter into derivative transactions for speculative purposes. Our derivative instruments do not subject our earnings or cash flows to material risk, as the gains or losses on these derivatives generally offset losses or gains recognized on the hedged item. We manage concentration of counterparty credit risk by limiting acceptable counterparties to major financial institutions with investment grade credit ratings, limiting the amount of credit exposure to individual counterparties and by actively monitoring counterparty credit ratings and the amount of individual credit exposure. We also employ master netting arrangements that limit the risk of counterparty non-payment on a particular settlement date to the net gain that would have otherwise been received from the counterparty. Although not completely eliminated, we do not consider the risk of counterparty default to be significant as a result of these protections. Further, none of our derivative instruments are subject to collateral or other security arrangements, nor do they contain provisions that are dependent on our credit ratings from any credit rating agency. Our risk from changes in currency exchange rates consists primarily of monetary assets and liabilities, forecast intercompany and third-party transactions and net investments in certain subsidiaries. We manage currency exchange rate risk at a consolidated level to reduce the cost of hedging by taking advantage of offsetting transactions. We employ derivative instruments, primarily forward currency contracts, to reduce the risk to our earnings and cash flows associated with changes in currency exchange rates. The success of our currency risk management program depends, in part, on forecast transactions denominated primarily in British pound sterling, Euro and Japanese yen. We may experience unanticipated currency exchange gains or losses to the extent the actual activity is different than forecast. In addition, changes in currency exchange rates related to any unhedged transactions may impact our earnings and cash flows. Certain of our currency derivative instruments are designated as cash flow hedges under FASB ASC Topic 815 , Derivatives and Hedging and are intended to protect the U.S. dollar value of forecasted transactions. The gain or loss on a derivative instrument designated as a cash flow hedge is recorded in other comprehensive income (OCI) and is included in the Accumulated other comprehensive income (loss), net of tax (AOCI) caption of our unaudited condensed consolidated balance sheets until the underlying third-party transaction occurs. When the related third-party transaction occurs we recognize the gain or loss to earnings within the Cost of products sold caption of our unaudited condensed consolidated statements of operations . In the event the hedging relationship is no longer effective, or if the hedged forecast transaction becomes no longer probable of occurring, we reclassify the amount of gains or losses on the derivative instrument designated as a cash flow hedge to earnings at that time. We also use forward currency contracts that are not part of designated hedging relationships under FASB ASC Topic 815 as a part of our strategy to manage our exposure to currency exchange rate risk related to monetary assets and liabilities and related forecast transactions. These non-designated currency forward contracts have an original time to maturity consistent with the hedged currency transaction exposures, generally less than one year, and are marked-to-market with changes in fair value recorded to earnings and reflected within the Other, net caption of our unaudited condensed consolidated statements of operations . Our interest rate risk relates primarily to U.S. dollar borrowings partially offset by U.S. dollar cash investments. We use interest rate derivative instruments to manage our earnings and cash flow exposure to changes in interest rates. Under these agreements we and the counterparty, at specified intervals, exchange the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. We designate these derivative instruments either as fair value or cash flow hedges under FASB ASC Topic 815 . The changes in the fair value of interest rate derivatives designated as fair value hedges and the changes in the fair value of the underlying hedged debt instrument generally offset and are recorded within the Interest expense caption of our unaudited condensed consolidated statements of operations . We record the changes in the fair value of interest rate derivatives designated as cash flow hedges within OCI and is included within the AOCI caption of our unaudited condensed consolidated balance sheets until the underlying hedged transaction occurs, at which time we recognize the gain or loss within Interest expense . In the event the hedging relationship is no longer effective, or if the hedged forecast transaction becomes no longer probable of occurring, we reclassify the amount of gains or losses on the interest rate derivative designated as a cash flow hedge to earnings at that time. We are amortizing the realized gains or losses from interest rate derivative instruments previously designated as fair value or cash flow hedges into earnings as a component of Interest expense over the remaining term of the hedged item in accordance with FASB ASC Topic 815 , so long as the hedge relationship remains effective. Prior to the adoption of ASC Update No. 2017-12, Derivatives and Hedging (Topic 815), the ineffective portion, if any, of our interest rate derivatives designated as either fair value or cash flow hedges was recognized in earnings in the period in which the hedging relationship exhibited ineffectiveness. The following table presents the contractual amounts of our derivative instruments outstanding: (in millions) FASB ASC Topic 815 Designation As of March 31, 2018 December 31, 2017 Forward currency contracts Cash flow hedge $ 3,595 $ 3,252 Forward currency contracts Non-designated 2,565 2,671 Total Notional Outstanding $ 6,161 $ 5,923 The remaining time to maturity as of March 31, 2018 is within 60 months for all designated forward currency contracts and generally less than one year for all non-designated forward currency contracts. We had no interest rate derivative instruments outstanding as of March 31, 2018 and December 31, 2017 . The following presents the effect of our derivative instruments designated as cash flow hedges under FASB ASC Topic 815 on our accompanying unaudited condensed consolidated statements of operations : (in millions) Location in Unaudited Condensed Consolidated Statements of Operations Total Amounts Presented in Unaudited Condensed Consolidated Statements of Operations Effective Amount Recognized in OCI Effective Amount Reclassified from AOCI into Earnings Pre-Tax Gain (Loss) Tax Benefit (Expense) Gain (Loss) Net of Tax Pre-Tax (Gain) Loss Tax (Benefit) Expense (Gain) Loss Net of Tax Three Months Ended March 31, 2018 Forward currency contracts Cost of products sold $ 672 $ (118 ) $ 27 $ (91 ) $ 15 $ (3 ) $ 12 $ (118 ) $ 27 $ (91 ) $ 15 $ (3 ) $ 12 Three Months Ended March 31, 2017 Forward currency contracts Cost of products sold $ 650 $ (58 ) $ 21 $ (37 ) $ (28 ) $ 10 $ (18 ) $ (58 ) $ 21 $ (37 ) $ (28 ) $ 10 $ (18 ) As of March 31, 2018 , pre-tax net gains or losses for our derivative instruments designated, or previously designated, as currency hedge contracts under FASB ASC Topic 815 that may be reclassified to earnings within the next twelve months are presented below: (in millions) Designated Derivative Instrument FASB ASC Topic 815 Designation Location in Unaudited Condensed Consolidated Statements of Operations Total Amounts Presented in Unaudited Condensed Consolidated Statements of Operations Amount of Pre-Tax Gain (Loss) that may be Reclassified to Earnings Interest rate derivative contracts Fair value hedge Interest expense $ (61 ) $ 12 Interest rate derivative contracts Cash flow hedge Interest expense (61 ) 1 Forward currency contracts Cash flow hedge Cost of products sold 672 (55 ) Net gains and losses on currency hedge contracts not designated as hedging instruments offset by net gains and losses from currency transaction exposures are presented below: Location in Unaudited Condensed Consolidated Statements of Operations Three Months Ended March 31, (in millions) 2018 2017 Net gain (loss) on currency hedge contracts Other, net $ (23 ) $ (17 ) Net gain (loss) on currency transaction exposures Other, net 16 17 Net currency exchange gain (loss) $ (8 ) $ — Fair Value Measurements FASB ASC Topic 815 requires all derivative instruments to be recognized at their fair values as either assets or liabilities on the balance sheet. We determine the fair value of our derivative instruments using the framework prescribed by FASB ASC Topic 820, Fair Value Measurements and Disclosures , by considering the estimated amount we would receive or pay to transfer these instruments at the reporting date when taking into account current currency exchange rates, interest rates, the creditworthiness of the counterparty for unrealized gain positions and our own creditworthiness for unrealized loss positions. In certain instances, we may utilize financial models to measure fair value of our derivative instruments. In doing so, 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. The following are the balances of our derivative assets and liabilities: Location in Unaudited Condensed Consolidated Balance Sheets (1) As of March 31, December 31, (in millions) 2018 2017 Derivative Assets: Designated Derivative Instruments Forward currency contracts Other current assets $ 3 $ 7 Forward currency contracts Other long-term assets 15 57 17 64 Non-Designated Derivative Instruments Forward currency contracts Other current assets 15 18 Total Derivative Assets $ 32 $ 82 Derivative Liabilities: Designated Derivative Instruments Forward currency contracts Other current liabilities $ 54 $ 37 Forward currency contracts Other long-term liabilities 69 33 123 69 Non-Designated Derivative Instruments Forward currency contracts Other current liabilities 31 21 Total Derivative Liabilities $ 154 $ 90 (1) We classify derivative assets and liabilities as current when the remaining term of the derivative contract is one year or less. 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 quoted market prices or other observable inputs are not available, we apply valuation techniques to estimate fair value. FASB ASC Topic 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The category of a financial asset or a financial liability 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 March 31, 2018 December 31, 2017 (in millions) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Money market and government funds $ 42 $ — $ — $ 42 $ 21 $ — $ — $ 21 Publicly-held securities 12 — — 12 15 — — 15 Forward currency contracts — 32 — 32 — 82 — 82 $ 54 $ 32 $ — $ 86 $ 36 $ 82 $ — $ 118 Liabilities Forward currency contracts $ — $ 154 $ — $ 154 $ — $ 90 $ — $ 90 Accrued contingent consideration — — 152 152 — — 169 169 $ — $ 154 $ 152 $ 306 $ — $ 90 $ 169 $ 259 Our investments in money market and government funds are 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 $42 million invested in money market and government funds as of March 31, 2018 , we had $245 million in interest bearing and non-interest bearing bank accounts. In addition to $21 million invested in money market and government funds as of December 31, 2017 , we had $167 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 liability. Refer to Note B – Acquisitions and Strategic Investments for a discussion of the changes in the fair value of our contingent consideration liability. 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 measurement alternative 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. Refer to Note B – Acquisitions and Strategic Investments for a discussion of our strategic investments. Refer to Note C – Goodwill and Other Intangible Assets for a discussion of the fair values and annual impairment tests of goodwill and our indefinite lived intangible assets. The fair value of our outstanding debt obligations was $6.040 billion as of March 31, 2018 and $5.945 billion as of December 31, 2017 . We determined fair value by using quoted market prices for our publicly registered senior notes, classified as Level 1 within the fair value hierarchy, amortized cost for commercial paper and face value for term loans and credit facility borrowings outstanding. Refer to Note E – Borrowings and Credit Arrangements for a discussion of our debt obligations. |
Borrowings and Credit Arrangeme
Borrowings and Credit Arrangements | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
BORROWINGS AND CREDIT ARRANGEMENTS | NOTE E – BORROWINGS AND CREDIT ARRANGEMENTS We had total debt of $5.765 billion as of March 31, 2018 and $5.616 billion as of December 31, 2017 . The debt maturity schedule for the significant components of our long-term debt obligations is presented below: (in millions, except interest rates) Issuance Date Maturity Date As of Semi-annual Coupon Rate March 31, 2018 December 31, 2017 October 2018 Notes August 2013 October 2018 — † 2.650 % January 2020 Notes December 2009 January 2020 850 850 6.000 % May 2020 Notes May 2015 May 2020 600 600 2.850 % May 2022 Notes May 2015 May 2022 500 500 3.375 % October 2023 Notes August 2013 October 2023 450 450 4.125 % May 2025 Notes May 2015 May 2025 750 750 3.850 % March 2028 Notes February 2018 March 2028 1,000 — 4.000 % November 2035 Notes November 2005 November 2035 350 350 7.000 % January 2040 Notes December 2009 January 2040 300 300 7.375 % Unamortized Debt Issuance Discount 2020 - 2040 (14 ) (6 ) Unamortized Deferred Financing Costs 2020 - 2040 (19 ) (18 ) Unamortized Gain on Fair Value Hedges 2020 - 2023 35 38 Capital Lease Obligation Various 1 1 Long-term debt $ 4,803 $ 3,815 † As of December 31, 2017 , $600 million under the October 2018 Notes was outstanding and classified as short-term debt. Note: The table above does not include unamortized amounts related to interest rate contracts designated as cash flow hedges. Revolving Credit Facility As of March 31, 2018 and December 31, 2017 , we maintained a $2.250 billion revolving credit facility (the 2017 Facility) with a global syndicate of commercial banks that matures on August 4, 2022. This facility provides backing for the commercial paper program described below. There were no amounts borrowed under our revolving credit facility as of March 31, 2018 and December 31, 2017 . The 2017 Facility requires that we maintain certain financial covenants, as follows: Covenant Requirement Actual as of March 31, 2018 as of March 31, 2018 Maximum leverage ratio (1) 3.5 times 2.2 times (1) Ratio of total debt to consolidated EBITDA, as defined by the credit agreement, for the preceding four consecutive fiscal quarters. The 2017 Facility provides for an exclusion from the calculation of consolidated EBITDA, as defined by the agreement, through maturity, of any non-cash charges and up to $500 million in restructuring charges and restructuring-related expenses related to our current or future restructuring plans. As of March 31, 2018 , we had $415 million of the restructuring charge exclusion remaining. In addition, any cash litigation payments (net of any cash litigation receipts), as defined by the 2017 Facility, are excluded from the calculation of consolidated EBITDA, as defined in the 2017 Facility, provided that the sum of any excluded net cash litigation payments does not exceed $2.624 billion in the aggregate. As of March 31, 2018 , we had $1.690 billion of the legal exclusion remaining. Any inability to maintain compliance with these covenants could require us to seek to renegotiate the terms of our credit facility or seek waivers from compliance with these covenants, both of which could result in additional borrowing costs. Further, there can be no assurance that our lenders would agree to such new terms or grant such waivers on terms acceptable to us. In this case, all credit facility commitments would terminate and any amounts borrowed under the facility would become immediately due and payable. Furthermore, any termination of our credit facility may negatively impact the credit ratings assigned to our commercial paper program which may impact our ability to refinance any then outstanding commercial paper as it becomes due and payable. Commercial Paper As of March 31, 2018 , we had $886 million of commercial paper outstanding and $1.197 billion outstanding as of December 31, 2017 . Our commercial paper program is backed by the 2017 Facility, which allows us to have a maximum of $2.250 billion in commercial paper outstanding. Outstanding commercial paper directly reduces borrowing capacity available under the 2017 Facility . As of March 31, 2018 , the commercial paper issued and outstanding had a weighted average maturity of 22 days and a weighted average yield of 2.46 percent . As of December 31, 2017 , the commercial paper issued and outstanding had a weighted average maturity of 38 days and a weighted average yield of 1.85 percent . Senior Notes We had senior notes outstanding of $4.800 billion as of March 31, 2018 and $4.400 billion as of December 31, 2017 . In February 2018, we completed an offering of $1.000 billion in aggregate principal amount of 4.000% senior notes, due March 2028. We used a portion of the net proceeds from the offering to repay the $600 million plus accrued interest of our 2.650% senior notes due in October 2018. The remaining proceeds were used to repay a portion of our outstanding commercial paper. Our senior notes were issued in public offerings, are redeemable prior to maturity and are not subject to 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 the extent borrowed by our subsidiaries, to liabilities of our subsidiaries (see Other Arrangements below). Other Arrangements As of March 31, 2018 and December 31, 2017 , we maintained a $400 million credit and security facility secured by our U.S. trade receivables maturing in February 2019. We had outstanding borrowings of $70 million as of March 31, 2018 and no outstanding borrowings as of December 31, 2017 under our credit and security facility. 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, of up to approximately $463 million as of March 31, 2018 . 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 $178 million of receivables as of March 31, 2018 at an average interest rate of 2.1 percent and $171 million as of December 31, 2017 at an average interest rate of 1.8 percent . In March 2018, we entered into a factoring agreement with a commercial Japanese bank. The agreement provides for the sale of accounts receivable and promissory notes of up to 30.000 billion Japanese yen (approximately $282 million as of March 31, 2018 ). 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 $95 million of receivables as of March 31, 2018 at an average interest rate of 0.5 percent . In addition, we have uncommitted credit facilities with a commercial Japanese bank that provide for accounts receivable factoring and promissory notes discounting of up to 22.000 billion Japanese yen (approximately $207 million as of March 31, 2018 ). 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 $124 million of notes receivable as of March 31, 2018 at an average interest rate of 1.5 percent and $157 million of notes receivable as of December 31, 2017 at an average interest rate of 1.3 percent . De-recognized accounts and notes receivable are excluded from trade accounts receivable, net in the accompanying unaudited condensed consolidated balance sheets . As of and through March 31, 2018 , we were in compliance with all the required covenants related to our debt obligations. For additional information regarding the terms of our debt agreements, refer to Note E - Borrowings and Credit Arrangements of the consolidated financial statements in our most recent Annual Report on Form 10-K. |
Restructuring Related Activitie
Restructuring Related Activities | 3 Months Ended |
Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING-RELATED ACTIVITIES | NOTE F – RESTRUCTURING-RELATED ACTIVITIES 2016 Restructuring Plan On June 6, 2016, our Board of Directors approved and we committed to a restructuring initiative (the 2016 Restructuring Plan). The 2016 Restructuring Plan is intended to develop global commercialization, technology and manufacturing capabilities in key growth markets and build on our Plant Network Optimization (PNO) strategy, which is intended to simplify our manufacturing plant structure by transferring certain production lines among facilities and expanding operational efficiencies in support of our operating income margin goals. Key activities under the 2016 Restructuring Plan include strengthening global infrastructure through evolving global real estate assets and workplaces, developing global commercial and technical competencies, enhancing manufacturing and distribution expertise in certain regions and continuing implementation of our PNO strategy. These activities were initiated in the second quarter of 2016 and are expected to be substantially complete by the end of 2018. We revised the original estimate for the costs and savings associated with the program in the first quarter of 2018 , as approved by the Board of Directors. The following table provides a summary of our estimates of costs associated with the 2016 Restructuring Plan by major type of cost: Type of cost Total Estimated Amount Expected to be Incurred Restructuring charges: Termination benefits $100 million to $110 million Other (1) $25 million to $50 million Restructuring-related expenses: Other (2) $150 million to $165 million $275 million to $325 million (1) Consists primarily of consulting fees and costs associated with contract cancellations. (2) Comprised of other costs directly related to the 2016 Restructuring Plan, including program management, accelerated depreciation and costs to transfer product lines among facilities. Approximately $250 million to $300 million of these charges are estimated to result in cash outlays. The following presents these costs (credits) by major type and line item within our accompanying unaudited condensed consolidated statements of operations . Three Months Ended March 31, 2018 (in millions) Termination Benefits Transfer Costs Other Total Restructuring charges $ 12 $ — $ 1 $ 13 Restructuring-related expenses: Cost of products sold — 7 — 7 Selling, general and administrative expenses — — 8 8 — 7 8 15 $ 12 $ 7 $ 8 $ 28 Three Months Ended March 31, 2017 (in millions) Termination Benefits Accelerated Depreciation Transfer Costs Other Total Restructuring charges $ 3 $ — $ — $ 1 $ 4 Restructuring-related expenses: Cost of products sold — — 12 — 12 Selling, general and administrative expenses — 2 — 1 3 — 2 12 1 15 $ 3 $ 2 $ 12 $ 2 $ 19 The following table presents cumulative restructuring and restructuring-related charges as of March 31, 2018 , related to our 2016 Restructuring Plan by major type: (in millions) 2016 Restructuring Plan Termination benefits $ 61 Other (1) 16 Total restructuring charges 77 Accelerated depreciation 9 Transfer costs 68 Other (2) 15 Restructuring-related expenses 92 $ 169 (1) Consists primarily of consulting fees and costs associated with contract cancellations. (2) Comprised of other costs directly related to our Restructuring Plan, including program management, accelerated depreciation and costs to transfer product lines among facilities. Cash payments associated with our 2016 Restructuring Plan were made using cash generated from operations and are comprised of the following: (in millions) 2016 Restructuring Plan Three Months Ended March 31, 2018 Termination benefits $ 8 Transfer costs 7 Other 9 $ 25 Program to Date Termination benefits $ 36 Transfer costs 67 Other 19 $ 122 Our restructuring liability is primarily comprised of accruals for termination benefits. The following is a rollforward of the termination benefit liability associated with our 2016 Restructuring Plan, which is reported as a component of accrued expenses included in our accompanying unaudited condensed consolidated balance sheets : (in millions) 2016 Restructuring Plan Accrued as of December 31, 2017 $ 22 Charges (credits) 12 Cash payments (8 ) Accrued as of March 31, 2018 $ 27 |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Balance Sheet Information [Abstract] | |
Supplemental Balance Sheet Disclosures | NOTE G – SUPPLEMENTAL BALANCE SHEET INFORMATION Components of selected captions in our accompanying unaudited condensed consolidated balance sheets are as follows: Cash, cash equivalents, restricted cash and restricted cash equivalents As of (in millions) March 31, 2018 December 31, 2017 Cash and cash equivalents $ 287 $ 188 Restricted cash included in Other current assets 850 803 Restricted cash included in Other long-term assets 31 26 Total cash, cash equivalents and restricted cash $ 1,168 $ 1,017 Trade accounts receivable, net As of (in millions) March 31, 2018 December 31, 2017 Accounts receivable $ 1,650 $ 1,645 Allowance for doubtful accounts (67 ) (68 ) Allowance for sales returns — (30 ) Other sales reserves (3 ) — $ 1,580 $ 1,548 Note: Due to the adoption of FASB ASC Topic 606 effective January 1, 2018, the allowance for sales returns has been prospectively reclassified from Trade accounts receivable, net to Other current liabilities within the unaudited condensed consolidated balance sheets . Prior period balances remain unchanged. The following is a rollforward of our allowance for doubtful accounts: Three Months Ended (in millions) 2018 2017 Beginning balance $ 68 $ 73 Net charges to expenses 4 3 Utilization of allowances (5 ) (1 ) Ending balance $ 67 $ 75 Inventories As of (in millions) March 31, 2018 December 31, 2017 Finished goods $ 717 $ 685 Work-in-process 105 110 Raw materials 291 284 $ 1,113 $ 1,078 Property, plant and equipment, net As of (in millions) March 31, 2018 December 31, 2017 Land $ 103 $ 102 Buildings and improvements 1,132 1,120 Equipment, furniture and fixtures 3,246 3,183 Capital in progress 215 219 4,696 4,625 Accumulated depreciation (2,996 ) (2,928 ) $ 1,700 $ 1,697 Depreciation expense was $68 million for the first quarter of 2018 and $63 million for the first quarter of 2017 . Accrued expenses As of (in millions) March 31, 2018 December 31, 2017 Legal reserves $ 1,255 $ 1,176 Payroll and related liabilities 488 591 Accrued contingent consideration 62 36 Other 643 653 $ 2,447 $ 2,456 Other long-term liabilities As of (in millions) March 31, 2018 December 31, 2017 Accrued income taxes $ 1,119 $ 1,275 Legal reserves 256 436 Accrued contingent consideration 92 133 Other 787 525 $ 2,254 $ 2,370 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Examination [Line Items] | |
INCOME TAXES | NOTE H – INCOME TAXES Our effective tax rate from continuing operations is presented below: Three Months Ended March 31, 2018 2017 Effective tax rate from continuing operations 8.0 % 4.9 % The change in our reported tax rates for the first quarter of 2018 , as compared to the same period in 2017 , 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, restructuring items, litigation-related items, as well as certain discrete tax items including impacts of the Tax Cuts and Jobs Act (TCJA), enacted on December 22, 2017. As of March 31, 2018 , we had $1.240 billion of gross unrecognized tax benefits, of which a net $1.157 billion , if recognized, would affect our effective tax rate. As of December 31, 2017 , we had $1.238 billion of gross unrecognized tax benefits, of which a net $1.150 billion , 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 for 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 Laboratories in April 2006. 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. We have filed petitions with the U.S. Tax Court contesting the Notices of Deficiency for the 2001 through 2007 tax years in challenge and submitted a letter to the IRS Office of Appeals protesting the Revenue Agent Report for the 2008 through 2010 tax years and requesting an administrative appeal hearing. The issues in dispute were scheduled to be heard in U.S. Tax Court in July 2016. On July 19, 2016, we entered into a Stipulation of Settled Issues with the IRS intended to resolve all of the aforementioned transfer pricing issues, as well as the issues related to our transaction with Abbott Laboratories, for the 2001 through 2007 tax years. The Stipulation of Settled Issues was contingent upon the IRS Office of Appeals applying the same basis of settlement to all transfer pricing issues for the Company’s 2008, 2009 and 2010 tax years as well as review by the United States Congress Joint Committee on Taxation (JCT). In October 2016, we reached an agreement in principle with the IRS Office of Appeals as to the resolution of transfer pricing issues in 2008, 2009 and 2010 tax years, subject to additional calculations of tax as well as documentation to memorialize our agreement. The IRS has recalculated our final tax liabilities under this agreement for all of our tax years from 2001 through 2010 and the JCT has completed its review of the recalculations for the 2001 through 2010 tax years. In the event that the conditions in the Stipulation of Settled Items are satisfied, we expect to make net tax payments of approximately $275 million , plus interest through the date of payment with respect to the settled issues. If finalized, payments related to the resolution are expected in the next six months. We believe that our income tax reserves associated with these matters are adequate as of March 31, 2018 and we do not expect to recognize any additional charges related to resolution of this controversy. However, the final resolution of these issues remains contingent and if the Stipulation of Settled Issues is not finalized, it 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 $675 million accrued for gross interest and penalties as of March 31, 2018 and $655 million as of December 31, 2017 . We recognized net tax expense related to interest and penalties of $17 million during the first quarter of 2018 and $13 million in the first quarter of 2017 . 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 $897 million . There are a number of key provisions under the TCJA that impact us and we continue to monitor and analyze the ramification of the new law as the implementation is executed. The final impact of the TCJA may differ from the estimates reported due to, among other things, changes in interpretations and assumptions made by us, additional guidance that may be issued by the U.S. Department of the Treasury and actions that we may take as a result. The TCJA reduces the US Federal corporate income tax rate from 35 percent to 21 percent , requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and creates new taxes on certain foreign sourced earnings. Due to insufficient guidance, as well as the availability of information to accurately analyze the impact of the TCJA, we have made a reasonable estimate of the effects, as described below and in other cases we have not been able to make a reasonable estimate and continue to account for those items based on our existing accounting under FASB ASC Topic 740, Income Taxes and the provisions of the tax laws that were in effect immediately prior to enactment. In the first quarter of 2018 , we recognized an additional tax benefit of $9 million , resulting in a total provisional estimate of $852 million related to the TCJA. We are required to record deferred tax assets and liabilities based on the enacted tax rates at which they are expected to reverse in the future. Therefore, any U.S. related deferred taxes were re-measured from 35 percent down to 21 percent based on the recorded balances as of December 31, 2017. The analysis included a preliminary assessment on the deductibility of certain amounts for which deferred tax assets may have been recorded. However, we are still analyzing certain aspects of the TCJA and refining our calculations based on the available information, which could potentially affect the measurement of these balances or give rise to new deferred tax amounts. As of March 31, 2018, we have not adjusted our provisional estimate related to re-measurement of our deferred tax balances. As of December 31, 2017 , we recorded an estimated tax benefit of approximately $99 million . We are required to calculate a one-time transition tax based on our total post-1986 foreign earnings and profits (E&P) that we previously deferred from U.S. income taxes. In the first quarter of 2018 , we recognized an additional tax benefit of $9 million , which results in a revised provisional amount of approximately $1.035 billion . We anticipate offsetting this liability against existing tax attributes reducing the required payment to approximately $454 million which will be remitted over an eight year period. We have not yet completed our calculation of the total post-1986 E&P for these foreign subsidiaries and we continue to refine the analysis. Additionally, no income taxes have been provided for any remaining undistributed foreign earnings that are not subject to the transition tax or any additional outside basis difference inherent in these entities, as we expect these amounts will remain indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to any remaining undistributed foreign earnings not subject to the transition tax and additional outside basis difference in these entities is not practicable. We are subject to a territorial tax system under the TCJA, in which we are required to provide for tax on Global Intangible Low Taxed Income (GILTI) earned by certain foreign subsidiaries. Additionally, we are required to make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred as a period expense. As of March 31, 2018, we are still evaluating the effects of the GILTI provisions as guidance and interpretations continue to emerge. Therefore, we have not determined our accounting policy on the GILTI provisions. However, the standard requires that we reflect the impact of the GILTI provisions as a period expense until the accounting policy is finalized. Therefore, we have included the provisional estimate of GILTI related to current-year operations in our estimated annual effective tax rate only and will be updating the impact and accounting policy as the analysis related to the GILTI provisions is completed. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE I – 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 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 U.S. 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 $1.511 billion as of March 31, 2018 and $1.612 billion as of December 31, 2017 and includes certain estimated costs of settlement, damages and defense. As of March 31, 2018 and December 31, 2017 , a portion of our legal accrual is funded and included in our restricted cash balance as disclosed in Note G – Supplemental Balance Sheet Information . 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 most recent Annual Report on Form 10-K 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 November 9, 2015, Edwards Lifesciences, LLC filed an invalidity claim against one of our subsidiaries, Sadra Medical, Inc. (Sadra), in the High Court of Justice, Chancery Division Patents Court in the United Kingdom, alleging that a European patent owned by Sadra relating to a repositionable heart valve is invalid. On January 15, 2016, we filed our defense and counterclaim for a declaration that our European patent is valid and infringed by Edwards. On February 25, 2016, we amended our counterclaim to allege infringement of a second patent related to adaptive sealing technology. A trial was held from January 18 to January 27, 2017. On March 3, 2017, the court found one of our patents valid and infringed and some claims of the second patent invalid and the remaining claims not infringed. Both parties have filed an appeal. On March 28, 2018, the Court of Appeals affirmed the decision of the High Court. On April 19, 2016, a subsidiary of Boston Scientific filed suit against Edwards Lifesciences Corporation in the U.S. District Court for the District of Delaware for patent infringement. We allege that Edwards’ SAPIEN™ 3 Valve infringes a patent related to adaptive sealing technology. On June 9, 2016, Edwards filed a counterclaim alleging that our Lotus™ Valve System infringes three patents owned by Edwards. On October 12, 2016, Edwards filed a petition for inter partes review of our patent with the U.S. Patent and Trademark Office (USPTO), Patent Trial and Appeal Board. On March 29, 2017, the USPTO granted the inter partes review request. On April 18, 2017, Edwards filed a second petition for inter partes review of our patent with the USPTO. On March 23, 2018, the USPTO found the patent invalid. The Company plans to appeal that decision. On April 26, 2016, Edwards Lifesciences PVT, Inc. filed a patent infringement action against us and one of our subsidiaries, Boston Scientific Medizintechnik GmbH, in the District Court of Düsseldorf, Germany alleging a European patent (Spenser '550) owned by Edwards is infringed by our Lotus Transcatheter Heart Valve System. The trial began on February 7, 2017. On March 9, 2017, the court found that we infringed the Spenser '550 patent. The Company filed an appeal. The appeal hearing is scheduled for May 17, 2018. On April 13, 2018, the ‘550 patent was revoked by the European Patent Office. On December 22, 2016, Edwards Lifesciences PVT, Inc. and Edwards Lifesciences SA (AG) filed a plenary summons against Boston Scientific Limited and Boston Scientific Group Public Company in the High Court of Ireland alleging that a European patent (Spenser) owned by Edwards is infringed by our Lotus Valve System. On April 13, 2018, the ‘550 patent was revoked by the European Patent Office. On November 20, 2017, The Board of Regents, University of Texas System (UT) and TissueGen. Inc. (TissueGen), served a lawsuit against us in the Western District of Texas. The complaint against us alleges patent infringement of two U.S. patents owned by UT, relating to “Drug Releasing Biodegradable Fiber Implant” and “Drug Releasing Biodegradable Fiber for Delivery of Therapeutics,” and affects the manufacture, use and sale of our Synergy™ Stent System. On March 12, 2018, the court dismissed the action and transferred it to the United States District Court for the District of Delaware. Product Liability Litigation As of April 24, 2018 , approximately 49,500 product liability cases or claims related to transvaginal surgical mesh products designed to treat stress urinary incontinence and pelvic organ prolapse have been asserted against us. The pending cases are in various federal and state courts in the United States and include eight putative class actions. There were also approximately 20 cases in Canada, inclusive of one certified and three putative class actions and fewer than 25 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 United States 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. As of April 24, 2018 , we have entered into master settlement agreements in principle or are in final stages of entering one with certain plaintiffs' counsel to resolve an aggregate of approximately 47,500 cases and claims. These master settlement agreements provide that the settlement and distribution of settlement funds to participating claimants are conditional upon, among other things, achieving minimum required claimant participation thresholds. Of the approximately 47,500 cases and claims, approximately 21,000 have met the conditions of the settlement and are final. All settlement agreements were entered into solely by way of compromise and without any admission or concession by us of any liability or wrongdoing. 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. Other Proceedings Refer to Note H – Income Taxes for information regarding our tax litigation. |
Weighted Average Shares Outstan
Weighted Average Shares Outstanding | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Weighted Average Number Of Shares Outstanding [Text Block] | NOTE J – WEIGHTED AVERAGE SHARES OUTSTANDING Three Months Ended (in millions) 2018 2017 Weighted average shares outstanding - basic 1,376.5 1,365.4 Net effect of common stock equivalents 20.2 24.8 Weighted average shares outstanding - assuming dilution 1,396.8 1,390.2 The impact of stock options outstanding with exercise prices greater than the average fair market value of our common stock was immaterial for all periods presented. We issued approximately six million shares of our common stock in the first quarter of 2018 and seven million shares of our common stock in the first quarter of 2017 , following the exercise of underlying stock options, vesting of deferred stock units or purchases under our employee stock purchase plan. We did not repurchase any shares of our common stock during the first three months of 2018 or 2017 . |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE K – SEGMENT REPORTING We have three reportable segments comprised of MedSurg, Rhythm and Neuro, and Cardiovascular, which represent an aggregation of our 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 intersegment profits. In 2017, we updated our presentation of segment net sales and operating income to the impact of foreign currency fluctuations, since our chief operating decision maker (CODM) reviews operating results both including and excluding the impact of foreign currency fluctuations and the following presentation more closely aligns to our consolidated financial statements. We exclude from segment operating income certain corporate-related expenses and certain transactions or adjustments that our CODM considers to be non-operational, such as amounts related to amortization expense, intangible asset impairment charges, acquisition-related items, restructuring and restructuring-related items and litigation-related items. 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. Effective January 1, 2018, following organizational changes to align the company's business and organization structure focused on active implantable devices, we revised our reportable segments, in accordance with FASB ASC Topic 280, Segment Reporting. The revision reflects a reclassification of our Neuromodulation business from our Medical Surgical (MedSurg) segment to our newly created Rhythm and Neuro segment. We have revised prior year amounts to conform to the current year’s presentation (as denoted with an asterisk throughout *). There was no revision to operating segments or reporting units as a result of the organizational change. 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 (in millions) 2018 2017 Net sales MedSurg* $ 711 $ 641 Rhythm and Neuro* 736 668 Cardiovascular 933 851 $ 2,379 $ 2,160 Income (loss) before income taxes MedSurg* $ 259 $ 215 Rhythm and Neuro* 153 109 Cardiovascular 290 233 Operating income allocated to reportable segments 703 557 Corporate expenses, including hedging activities (100 ) (61 ) Intangible asset impairment charges, acquisition-related, restructuring- and restructuring-related and litigation-related net credits (charges) (54 ) 11 Amortization expense (141 ) (143 ) Operating income (loss) 407 364 Other expense, net (84 ) (59 ) Income (loss) before income taxes $ 323 $ 305 Three Months Ended Operating income as a percentage of segment net sales 2018 2017 MedSurg* 36.4 % 33.5 % Rhythm and Neuro* 20.8 % 16.3 % Cardiovascular 31.1 % 27.3 % |
Revenue Revenue
Revenue Revenue | 3 Months Ended |
Mar. 31, 2018 | |
Revenue Recognition [Abstract] | |
Revenue [Text Block] | NOTE L – REVENUE We generate revenue primarily from the sale of single-use medical devices and present revenue net of sales taxes in our unaudited condensed consolidated statements of operations . The following tables disaggregate our revenue from contracts with customers by business and geographic region: Three Months Ended March 31, Businesses (in millions) 2018 2017 Endoscopy U.S. $ 231 $ 215 International 187 164 Worldwide 418 379 Urology and Pelvic Health U.S. 197 183 International 96 79 Worldwide 293 262 Cardiac Rhythm Management U.S. 290 283 International 203 180 Worldwide 493 463 Electrophysiology U.S. 35 32 International 39 32 Worldwide 75 64 Neuromodulation U.S. 131 116 International 38 25 Worldwide 169 141 Interventional Cardiology U.S. 281 278 International 364 312 Worldwide 645 590 Peripheral Interventions U.S. 145 142 International 142 119 Worldwide 288 261 Total Company U.S. 1,310 1,249 International 1,069 911 Net Sales $ 2,379 $ 2,160 Three Months Ended March 31, Geographic Regions (in millions) 2018 2017 U.S. $ 1,310 $ 1,249 EMEA (Europe, Middle East and Africa) 563 454 APAC (Asia-Pacific) 415 371 LACA (Latin America and Canada) 91 84 $ 2,379 $ 2,160 Emerging Markets (1) $ 255 $ 208 (1) Emerging Markets is defined as certain countries that we believe have strong growth potential based on their economic conditions, healthcare sectors and our global capabilities. Currently, we include 20 countries in our definition of Emerging Markets. We sell our products primarily through a direct sales force. In certain international markets, we sell our products through independent distributors. We consider revenue to be earned when all of the following criteria are met: we have a contract with a customer that creates enforceable rights and obligations; promised products or services are identified; the transaction price, or the amount we expect to receive, is determinable and we have transferred control of the promised items to the customer. Transfer of control is evidenced upon passage of title and risk of loss to the customer unless we are required to provide additional services. We treat shipping and handling costs performed after a customer obtains control of the good as a fulfillment cost and record these costs as a selling expense when incurred. We recognize revenue from consignment arrangements based on product usage, or implant, which indicates that the sale is complete. We recognize a receivable at the point in time we have an unconditional right to payment. Payment terms are typically 30 days in the U.S., but may be longer in international markets. Deferred Revenue We record a contract liability, or deferred revenue, when we have an obligation to provide a product or service to the customer and payment is received or due in advance of our performance. When we sell a device with a future service obligation, we defer revenue on the unfulfilled performance obligation and recognize this revenue over the related service period. Many of our Cardiac Rhythm Management (CRM) product offerings combine the sale of a device with our LATITUDE™ Patient Management System, which represents a future service obligation. Generally, we do not have observable evidence of the standalone selling price related to our future service obligations; therefore we estimate the selling price using an expected cost plus a margin approach. We allocate the transaction price using the relative standalone selling price method. The use of alternative estimates could result in a different amount of revenue deferral. Contract liabilities are classified as other current liabilities and other long-term liabilities on the balance sheet. Our deferred revenue balance as of March 31, 2018 was $393 million and $411 million as of January 1, 2018. Our contractual liabilities are primarily composed of deferred revenue related to the LATITUDE™ Patient Management System. Revenue is recognized over the average service period which is based on device and patient longevity. During the first quarter of 2018 , we recognized $26 million of revenue that was included in the above January 1, 2018 contract liability balance. We have elected not to disclose the transaction price allocated to unsatisfied performance obligations when the original expected contract duration is one year or less. In addition, we have not identified material unfulfilled performance obligations for which revenue is not currently deferred. Variable Consideration We generally allow our customers to return defective, damaged and, in certain cases, expired products for credit. We base our estimate for sales returns upon historical trends and record the amount as a reduction to revenue when we sell the initial product. In addition, we may allow customers to return previously purchased products for next generation product offerings. For these transactions, we defer recognition of revenue on the sale of the earlier generation product based upon an estimate of the amount of product to be returned when the next-generation products are shipped to the customer. Uncertain timing of next-generation product approvals, variability in product launch strategies, product recalls and variation in product utilization all affect our estimates related to sales returns and could cause actual returns to differ from these estimates. We also offer sales rebates and discounts to certain customers. We treat sales rebates and discounts as a reduction of revenue and classify the corresponding liability as current. We estimate rebates for products where there is sufficient historical information available to predict the volume of expected future rebates. If we are unable to estimate the expected rebates reasonably, we record a liability for the maximum rebate percentage offered. We have entered certain agreements with group purchasing organizations to sell our products to participating hospitals at negotiated prices. We recognize revenue from these agreements following the same revenue recognition criteria discussed above. Capitalized Contract Costs We capitalize commission fees related to contracts with customers when the associated revenue is expected to be earned over a period that exceeds one year. Deferred commissions are primarily related to the sale of devices enabled with our LATITUDE Patient Management System. We have elected to expense commission costs when incurred for contracts with an expected duration of one year or less. Capitalized commission fees are amortized over the period the associated products or services are transferred. Similarly, we capitalize certain recoverable costs related to the delivery of the LATITUDE Remote Monitoring Service. These fulfillment costs are amortized over the average service period. Our total capitalized contract costs are immaterial to our consolidated financial statements. |
Changes in Other Comprehensive
Changes in Other Comprehensive Income | 3 Months Ended |
Mar. 31, 2018 | |
Changes in Other Comprehensive Income [Abstract] | |
Comprehensive Income (Loss) Note [Text Block] | NOTE M – CHANGES IN OTHER COMPREHENSIVE INCOME The following table provides the reclassifications out of other comprehensive income, net of tax. Three Months Ended March 31, 2018 (in millions) Foreign Currency Translation Adjustments Unrealized Gains/Losses on Derivative Financial Instruments Unrealized Gains/Losses on Available-for-Sale Securities Defined Benefit Pension Items/Other Total Balance as of December 31, 2017 $ (32 ) $ 1 $ (1 ) $ (27 ) $ (59 ) Other comprehensive income (loss) before reclassifications 10 (91 ) — — (81 ) (Income) loss amounts reclassified from accumulated other comprehensive income — 12 1 — 13 Net current-period other comprehensive income (loss) 10 (80 ) — — (69 ) Balance as of March 31, 2018 $ (22 ) $ (79 ) $ — $ (27 ) $ (128 ) Three Months Ended March 31, 2017 (in millions) Foreign Currency Translation Adjustments Unrealized Gains/Losses on Derivative Financial Instruments Unrealized Gains/Losses on Available-for-Sale Securities Defined Benefit Pension Items/Other Total Balance as of December 31, 2016 $ (79 ) $ 107 $ (6 ) $ (21 ) $ 1 Other comprehensive income (loss) before reclassifications 8 (37 ) — (3 ) (32 ) (Income) loss amounts reclassified from accumulated other comprehensive income — (18 ) — 3 (15 ) Net current-period other comprehensive income (loss) 8 (55 ) — — (47 ) Balance as of March 31, 2017 $ (71 ) $ 52 $ (6 ) $ (21 ) $ (46 ) Refer to Note D – Hedging Activities and Fair Value Measurements for further detail on the reclassifications related to derivatives. We adopted Update No. 2016-01 in the first quarter of 2018, as a result of adopting the standard, we recorded a cumulative effect adjustment to retained earnings for unrealized gains and losses for available-for-sale securities previously recorded to accumulated other comprehensive income. The gains and losses on defined benefit and pension related items before reclassifications and gains and losses on defined benefit and pension items reclassified from accumulated other comprehensive income were reduced by immaterial income tax impacts in the first three months of 2018 and 2017 . |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | NOTE N – NEW ACCOUNTING PRONOUNCEMENTS Periodically, 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 unaudited condensed consolidated financial statements. Standards to be Implemented ASC Update No. 2016-02 In February 2016, the FASB issued ASC Update No. 2016-02, Leases (Topic 842) . The purpose of Update No. 2016-02 is to increase the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet, including those previously classified as operating leases under current U.S. GAAP and disclosing key information about leasing arrangements. Update No. 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted and a modified retrospective approach is required for adoption. While we are still in the process of determining the effect that the new standard will have on our financial position and results of operations, we expect to recognize additional assets and corresponding liabilities on our consolidated balance sheets, as a result of our operating lease portfolio as it exists at the date we adopt the new standard. Please refer to Note F - Lease and Other Purchase Obligations in our most recent Annual Report on Form 10-K for information regarding our most current lease activity. Additionally, we are in the process of implementing a new lease administration and lease accounting system, and updating our controls and procedures for maintaining and accounting for our lease portfolio under the new standard. As a result, we anticipate adopting the new standard on January 1, 2019. ASC Update No. 2016-13 In June 2016, the FASB issued ASC Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments . The purpose of Update No. 2016-13 is to replace the current incurred loss impairment methodology for financial assets measured at amortized cost with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information, including forecasted information, to develop credit loss estimates. Update No. 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted for annual periods beginning after December 15, 2018. We are in the process of determining the effect that the adoption will have on our financial position and results of operations. No other new accounting pronouncements, issued or effective, during the period had, or are expected to have, a material impact on our condensed consolidated financial statements. |
Basis of Presentation Standards
Basis of Presentation Standards Implemented Since Dec 31 (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | Accounting Standards Implemented Since December 31, 2017 ASC Update No. 2014-09 In May 2014, the FASB issued ASC Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which was subsequently updated. We adopted the standard as of January 1, 2018, using the modified retrospective method. Under this method, we applied FASB ASC Topic 606 to contracts that were not complete as of January 1, 2018 and recognized the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings. Results for reporting periods beginning after January 1, 2018 are presented in accordance with FASB ASC Topic 606. Prior period amounts are not adjusted and are reported in accordance with legacy GAAP requirements in FASB ASC Topic 605, Revenue Recognition . Due to the adoption of FASB ASC Topic 606, we recorded a net reduction to opening retained earnings of $177 million on January 1, 2018, primarily related to cost of providing non-contractual post-implant support to certain customers, which we deemed immaterial in the context of the arrangement. Upon the adoption of FASB ASC Topic 606, when we sell a device with an implied non-contractual post-implant support obligation, we forward accrue the cost of the service within Selling, general and administrative expenses and recognize it at the point in time the associated revenue is earned. We release the accrual over the related service period. These costs were previously expensed as incurred due to such service obligation being non-contractual. The impact of adopting FASB ASC Topic 606 on our unaudited condensed consolidated balance sheets as of March 31, 2018 , resulted in an increase in Other current liabilities of $59 million and an increase in Other long-term liabilities of $206 million , as a result of accruing for our post-implant support obligation. We also recorded deferred tax assets primarily related to post-implant support, resulting in an increase in Other long-term assets of $12 million and a reduction in Deferred income taxes of $41 million . The remaining impact of adopting FASB ASC Topic 606 was not material to our financial position or results of operations. Refer to Note L – Revenue for additional details. ASC Update No. 2016-01 In January 2016, the FASB issued ASC Update No. 2016-01, Financial Instruments - Overall (Subtopic 825-10) : Recognition and Measurement of Financial Assets and Financial Liabilities. The purpose of Update No. 2016-01 is to improve financial reporting for financial instruments by reducing the number of items recorded to other comprehensive income. We adopted Update No. 2016-01 in the first quarter of 2018, using both the modified retrospective and prospective methods. For publicly-held securities, we used the modified retrospective approach. Unrealized gains and losses previously recorded to other comprehensive income were reclassified to retained earnings and all future fair value changes will be recorded to net income. For privately-held securities, we elected the measurement alternative approach which is applied prospectively upon adoption. This approach requires entities to measure their investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The adoption of the standard did not have a material impact on our financial position or results of operations. The actual impact to future periods resulting from fair value changes of our equity investments is difficult to predict as it will depend on their future performance. ASC Update No. 2016-16 In October 2016, the FASB issued ASC Update No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory . The purpose of Update No. 2016-16 is to allow an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, as opposed to waiting until the asset is sold to a third party, or impaired. Update No. 2016-16 was effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. We adopted Update No. 2016-16 prospectively in the first quarter of 2018 and recognized a net reduction to opening retained earnings of $55 million for income tax consequences not previously recognized for intra-entity transfers of assets other than inventories. All future income tax consequences of intra-entity transfers of assets other than inventories will be recognized through income tax expense. ASC Update No. 2017-12 In August 2017, the FASB issued ASC Update No. 2017-12, Derivatives and Hedging (Topic 815) : Targeted Improvements to Accounting for Hedging Activities . The purpose of Update No. 2017-12 is to simplify the application of hedge accounting and better align financial reporting of hedging relationships with risk management objectives. Update No. 2017-12 was effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. We early adopted Update No. 2017-12 in the first quarter of 2018. The adoption of the standard had no impact on our financial position or results of operations. |
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), which was subsequently updated. We adopted the standard as of January 1, 2018, using the modified retrospective method. Under this method, we applied FASB ASC Topic 606 to contracts that were not complete as of January 1, 2018 and recognized the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings. Results for reporting periods beginning after January 1, 2018 are presented in accordance with FASB ASC Topic 606. Prior period amounts are not adjusted and are reported in accordance with legacy GAAP requirements in FASB ASC Topic 605, Revenue Recognition . Due to the adoption of FASB ASC Topic 606, we recorded a net reduction to opening retained earnings of $177 million on January 1, 2018, primarily related to cost of providing non-contractual post-implant support to certain customers, which we deemed immaterial in the context of the arrangement. Upon the adoption of FASB ASC Topic 606, when we sell a device with an implied non-contractual post-implant support obligation, we forward accrue the cost of the service within Selling, general and administrative expenses and recognize it at the point in time the associated revenue is earned. We release the accrual over the related service period. These costs were previously expensed as incurred due to such service obligation being non-contractual. The impact of adopting FASB ASC Topic 606 on our unaudited condensed consolidated balance sheets as of March 31, 2018 , resulted in an increase in Other current liabilities of $59 million and an increase in Other long-term liabilities of $206 million , as a result of accruing for our post-implant support obligation. We also recorded deferred tax assets primarily related to post-implant support, resulting in an increase in Other long-term assets of $12 million and a reduction in Deferred income taxes of $41 million . The remaining impact of adopting FASB ASC Topic 606 was not material to our financial position or results of operations. |
ASC Update No. 2016-01, Financial Instruments [Policy Text Block] | ASC Update No. 2016-01 In January 2016, the FASB issued ASC Update No. 2016-01, Financial Instruments - Overall (Subtopic 825-10) : Recognition and Measurement of Financial Assets and Financial Liabilities. The purpose of Update No. 2016-01 is to improve financial reporting for financial instruments by reducing the number of items recorded to other comprehensive income. We adopted Update No. 2016-01 in the first quarter of 2018, using both the modified retrospective and prospective methods. For publicly-held securities, we used the modified retrospective approach. Unrealized gains and losses previously recorded to other comprehensive income were reclassified to retained earnings and all future fair value changes will be recorded to net income. For privately-held securities, we elected the measurement alternative approach which is applied prospectively upon adoption. This approach requires entities to measure their investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The adoption of the standard did not have a material impact on our financial position or results of operations. The actual impact to future periods resulting from fair value changes of our equity investments is difficult to predict as it will depend on their future performance. |
ASU Update No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory [Policy Text Block] | ASC Update No. 2016-16 In October 2016, the FASB issued ASC Update No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory . The purpose of Update No. 2016-16 is to allow an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, as opposed to waiting until the asset is sold to a third party, or impaired. Update No. 2016-16 was effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. We adopted Update No. 2016-16 prospectively in the first quarter of 2018 and recognized a net reduction to opening retained earnings of $55 million for income tax consequences not previously recognized for intra-entity transfers of assets other than inventories. All future income tax consequences of intra-entity transfers of assets other than inventories will be recognized through income tax expense. |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Measurements (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement, Policy [Policy Text Block] | FASB ASC Topic 815 requires all derivative instruments to be recognized at their fair values as either assets or liabilities on the balance sheet. We determine the fair value of our derivative instruments using the framework prescribed by FASB ASC Topic 820, Fair Value Measurements and Disclosures , |
Derivatives, Policy [Policy Text Block] | Our derivative instruments do not subject our earnings or cash flows to material risk, as the gains or losses on these derivatives generally offset losses or gains recognized on the hedged item. We manage concentration of counterparty credit risk by limiting acceptable counterparties to major financial institutions with investment grade credit ratings, limiting the amount of credit exposure to individual counterparties and by actively monitoring counterparty credit ratings and the amount of individual credit exposure. We also employ master netting arrangements that limit the risk of counterparty non-payment on a particular settlement date to the net gain that would have otherwise been received from the counterparty. Although not completely eliminated, we do not consider the risk of counterparty default to be significant as a result of these protections. Further, none of our derivative instruments are subject to collateral or other security arrangements, nor do they contain provisions that are dependent on our credit ratings from any credit rating agency. |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
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. |
New Accounting Pronouncements (
New Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
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 months ended March 31, 2018 . Those items requiring disclosure (unrecognized subsequent events) in the financial statements have been disclosed accordingly. Refer to Note B – Acquisitions and Strategic Investments and Note I – Commitments and Contingencies for more information. |
ASC Topic 820, Fair Value Measurements and Disclosures | FASB ASC Topic 815 requires all derivative instruments to be recognized at their fair values as either assets or liabilities on the balance sheet. We determine the fair value of our derivative instruments using the framework prescribed by FASB ASC Topic 820, Fair Value Measurements and Disclosures , |
ASC Topic 815, Derivatives and Hedging | Our derivative instruments do not subject our earnings or cash flows to material risk, as the gains or losses on these derivatives generally offset losses or gains recognized on the hedged item. We manage concentration of counterparty credit risk by limiting acceptable counterparties to major financial institutions with investment grade credit ratings, limiting the amount of credit exposure to individual counterparties and by actively monitoring counterparty credit ratings and the amount of individual credit exposure. We also employ master netting arrangements that limit the risk of counterparty non-payment on a particular settlement date to the net gain that would have otherwise been received from the counterparty. Although not completely eliminated, we do not consider the risk of counterparty default to be significant as a result of these protections. Further, none of our derivative instruments are subject to collateral or other security arrangements, nor do they contain provisions that are dependent on our credit ratings from any credit rating agency. |
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. 2016-02, Leases (Topic 842) [Policy Text Block] | ASC Update No. 2016-02 In February 2016, the FASB issued ASC Update No. 2016-02, Leases (Topic 842) . The purpose of Update No. 2016-02 is to increase the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet, including those previously classified as operating leases under current U.S. GAAP and disclosing key information about leasing arrangements. Update No. 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted and a modified retrospective approach is required for adoption. While we are still in the process of determining the effect that the new standard will have on our financial position and results of operations, we expect to recognize additional assets and corresponding liabilities on our consolidated balance sheets, as a result of our operating lease portfolio as it exists at the date we adopt the new standard. Please refer to Note F - Lease and Other Purchase Obligations in our most recent Annual Report on Form 10-K for information regarding our most current lease activity. Additionally, we are in the process of implementing a new lease administration and lease accounting system, and updating our controls and procedures for maintaining and accounting for our lease portfolio under the new standard. As a result, we anticipate adopting the new standard on January 1, 2019. |
ASC Update No. 2016-13 [Policy Text Block] | ASC Update No. 2016-13 In June 2016, the FASB issued ASC Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments . The purpose of Update No. 2016-13 is to replace the current incurred loss impairment methodology for financial assets measured at amortized cost with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information, including forecasted information, to develop credit loss estimates. Update No. 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted for annual periods beginning after December 15, 2018. We are in the process of determining the effect that the adoption will have on our financial position and results of operations. |
ASU Update No. 2016-16, Income Taxes (Topic 740) [Policy Text Block] | ASC Update No. 2017-12 In August 2017, the FASB issued ASC Update No. 2017-12, Derivatives and Hedging (Topic 815) : Targeted Improvements to Accounting for Hedging Activities . The purpose of Update No. 2017-12 is to simplify the application of hedge accounting and better align financial reporting of hedging relationships with risk management objectives. Update No. 2017-12 was effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. We early adopted Update No. 2017-12 in the first quarter of 2018. The adoption of the standard had no impact on our financial position or results of operations. |
Acquisitions and Strategic In25
Acquisitions and Strategic Investments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Acquisition [Line Items] | |
Investment [Table Text Block] | The aggregate carrying amount of our strategic investments were comprised of the following categories: As of (in millions) March 31, 2018 December 31, 2017 Equity method investments $ 304 $ 209 Measurement alternative investments 84 81 Publicly-held securities 12 15 Notes receivable 43 47 $ 442 $ 353 |
Rollforward of Fair Value of Contingent Consideration [Table Text Block] | Changes in the fair value of our contingent consideration liabilities were as follows (in millions): Balance as of December 31, 2017 $ 169 Amounts recorded related to prior acquisitions (22 ) Fair value adjustment 5 Balance as of March 31, 2018 $ 152 |
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 liabilities include the following significant unobservable inputs: Contingent Consideration Liabilities Fair Value as of March 31, 2018 Valuation Technique Unobservable Input Range R&D and Commercialization-based Milestones $105 million Discounted Cash Flow Discount Rate 3% Probability of Payment 17% - 100% Projected Year of Payment 2018 - 2022 Revenue-based Payments $48 million Discounted Cash Flow Discount Rate 11% - 15% Projected Year of Payment 2018 - 2026 |
Goodwill and Other Intangible26
Goodwill and Other Intangible Assets Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
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 liabilities include the following significant unobservable inputs: Contingent Consideration Liabilities Fair Value as of March 31, 2018 Valuation Technique Unobservable Input Range R&D and Commercialization-based Milestones $105 million Discounted Cash Flow Discount Rate 3% Probability of Payment 17% - 100% Projected Year of Payment 2018 - 2022 Revenue-based Payments $48 million Discounted Cash Flow Discount Rate 11% - 15% Projected Year of Payment 2018 - 2026 |
Schedule of Goodwill [Table Text Block] | The following represents our goodwill balance by global reportable segment: (in millions) MedSurg* Rhythm and Neuro* Cardiovascular Total Balance as of December 31, 2017 $ 2,877 $ 417 $ 3,704 $ 6,998 Impact of reportable segment revisions (1,379 ) 1,379 — — Impact of foreign currency fluctuations and other changes in carrying amount 1 (22 ) 3 (17 ) Goodwill acquired 3 — — 3 Balance as of March 31, 2018 $ 1,503 $ 1,774 $ 3,707 $ 6,984 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 are as follows: As of March 31, 2018 As of December 31, 2017 (in millions) Gross Carrying Accumulated Gross Carrying Accumulated Amortizable intangible assets Technology-related $ 9,396 $ (4,984 ) $ 9,386 $ (4,880 ) Patents 517 (381 ) 517 (379 ) Other intangible assets 1,636 (868 ) 1,633 (838 ) $ 11,549 $ (6,233 ) $ 11,536 $ (6,097 ) Unamortizable intangible assets Goodwill $ 16,884 $ (9,900 ) $ 16,898 $ (9,900 ) In-process research and development (IPR&D) 278 — 278 — Technology-related 120 — 120 — $ 17,281 $ (9,900 ) $ 17,295 $ (9,900 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Derivative [Line Items] | |
Schedule of Derivative Instruments [Table Text Block] | The following table presents the contractual amounts of our derivative instruments outstanding: (in millions) FASB ASC Topic 815 Designation As of March 31, 2018 December 31, 2017 Forward currency contracts Cash flow hedge $ 3,595 $ 3,252 Forward currency contracts Non-designated 2,565 2,671 Total Notional Outstanding $ 6,161 $ 5,923 |
Gains (losses) recognized in earnings for derivatives designed as hedging instruments | As of March 31, 2018 , pre-tax net gains or losses for our derivative instruments designated, or previously designated, as currency hedge contracts under FASB ASC Topic 815 that may be reclassified to earnings within the next twelve months are presented below: (in millions) Designated Derivative Instrument FASB ASC Topic 815 Designation Location in Unaudited Condensed Consolidated Statements of Operations Total Amounts Presented in Unaudited Condensed Consolidated Statements of Operations Amount of Pre-Tax Gain (Loss) that may be Reclassified to Earnings Interest rate derivative contracts Fair value hedge Interest expense $ (61 ) $ 12 Interest rate derivative contracts Cash flow hedge Interest expense (61 ) 1 Forward currency contracts Cash flow hedge Cost of products sold 672 (55 ) The following presents the effect of our derivative instruments designated as cash flow hedges under FASB ASC Topic 815 on our accompanying unaudited condensed consolidated statements of operations : (in millions) Location in Unaudited Condensed Consolidated Statements of Operations Total Amounts Presented in Unaudited Condensed Consolidated Statements of Operations Effective Amount Recognized in OCI Effective Amount Reclassified from AOCI into Earnings Pre-Tax Gain (Loss) Tax Benefit (Expense) Gain (Loss) Net of Tax Pre-Tax (Gain) Loss Tax (Benefit) Expense (Gain) Loss Net of Tax Three Months Ended March 31, 2018 Forward currency contracts Cost of products sold $ 672 $ (118 ) $ 27 $ (91 ) $ 15 $ (3 ) $ 12 $ (118 ) $ 27 $ (91 ) $ 15 $ (3 ) $ 12 Three Months Ended March 31, 2017 Forward currency contracts Cost of products sold $ 650 $ (58 ) $ 21 $ (37 ) $ (28 ) $ 10 $ (18 ) $ (58 ) $ 21 $ (37 ) $ (28 ) $ 10 $ (18 ) |
Net foreign currency gain (loss) [Table Text Block] | Net gains and losses on currency hedge contracts not designated as hedging instruments offset by net gains and losses from currency transaction exposures are presented below: Location in Unaudited Condensed Consolidated Statements of Operations Three Months Ended March 31, (in millions) 2018 2017 Net gain (loss) on currency hedge contracts Other, net $ (23 ) $ (17 ) Net gain (loss) on currency transaction exposures Other, net 16 17 Net currency exchange gain (loss) $ (8 ) $ — |
Classification of derivative assets and liabilities within level 2 | The following are the balances of our derivative assets and liabilities: Location in Unaudited Condensed Consolidated Balance Sheets (1) As of March 31, December 31, (in millions) 2018 2017 Derivative Assets: Designated Derivative Instruments Forward currency contracts Other current assets $ 3 $ 7 Forward currency contracts Other long-term assets 15 57 17 64 Non-Designated Derivative Instruments Forward currency contracts Other current assets 15 18 Total Derivative Assets $ 32 $ 82 Derivative Liabilities: Designated Derivative Instruments Forward currency contracts Other current liabilities $ 54 $ 37 Forward currency contracts Other long-term liabilities 69 33 123 69 Non-Designated Derivative Instruments Forward currency contracts Other current liabilities 31 21 Total Derivative Liabilities $ 154 $ 90 (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 March 31, 2018 December 31, 2017 (in millions) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Money market and government funds $ 42 $ — $ — $ 42 $ 21 $ — $ — $ 21 Publicly-held securities 12 — — 12 15 — — 15 Forward currency contracts — 32 — 32 — 82 — 82 $ 54 $ 32 $ — $ 86 $ 36 $ 82 $ — $ 118 Liabilities Forward currency contracts $ — $ 154 $ — $ 154 $ — $ 90 $ — $ 90 Accrued contingent consideration — — 152 152 — — 169 169 $ — $ 154 $ 152 $ 306 $ — $ 90 $ 169 $ 259 |
Borrowings and Credit Arrange28
Borrowings and Credit Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Summary Of Term Loan And Revolving Credit Facility Agreement Compliance With Debt Covenants [Table Text Block] | Covenant Requirement Actual as of March 31, 2018 as of March 31, 2018 Maximum leverage ratio (1) 3.5 times 2.2 times (1) Ratio of total debt to consolidated EBITDA, as defined by the credit agreement, for the preceding four consecutive fiscal quarters. |
Schedule of debt maturities | (in millions, except interest rates) Issuance Date Maturity Date As of Semi-annual Coupon Rate March 31, 2018 December 31, 2017 October 2018 Notes August 2013 October 2018 — † 2.650 % January 2020 Notes December 2009 January 2020 850 850 6.000 % May 2020 Notes May 2015 May 2020 600 600 2.850 % May 2022 Notes May 2015 May 2022 500 500 3.375 % October 2023 Notes August 2013 October 2023 450 450 4.125 % May 2025 Notes May 2015 May 2025 750 750 3.850 % March 2028 Notes February 2018 March 2028 1,000 — 4.000 % November 2035 Notes November 2005 November 2035 350 350 7.000 % January 2040 Notes December 2009 January 2040 300 300 7.375 % Unamortized Debt Issuance Discount 2020 - 2040 (14 ) (6 ) Unamortized Deferred Financing Costs 2020 - 2040 (19 ) (18 ) Unamortized Gain on Fair Value Hedges 2020 - 2023 35 38 Capital Lease Obligation Various 1 1 Long-term debt $ 4,803 $ 3,815 † As of December 31, 2017 , $600 million under the October 2018 Notes was outstanding and classified as short-term debt. Note: The table above does not include unamortized amounts related to interest rate contracts designated as cash flow hedges. |
Restructuring Related Activit29
Restructuring Related Activities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 . Three Months Ended March 31, 2018 (in millions) Termination Benefits Transfer Costs Other Total Restructuring charges $ 12 $ — $ 1 $ 13 Restructuring-related expenses: Cost of products sold — 7 — 7 Selling, general and administrative expenses — — 8 8 — 7 8 15 $ 12 $ 7 $ 8 $ 28 Three Months Ended March 31, 2017 (in millions) Termination Benefits Accelerated Depreciation Transfer Costs Other Total Restructuring charges $ 3 $ — $ — $ 1 $ 4 Restructuring-related expenses: Cost of products sold — — 12 — 12 Selling, general and administrative expenses — 2 — 1 3 — 2 12 1 15 $ 3 $ 2 $ 12 $ 2 $ 19 |
Cumulative restructuring charges | (in millions) 2016 Restructuring Plan Termination benefits $ 61 Other (1) 16 Total restructuring charges 77 Accelerated depreciation 9 Transfer costs 68 Other (2) 15 Restructuring-related expenses 92 $ 169 |
Cash payments associated with restructuring initiatives | were made using cash generated from operations and are comprised of the following: (in millions) 2016 Restructuring Plan Three Months Ended March 31, 2018 Termination benefits $ 8 Transfer costs 7 Other 9 $ 25 Program to Date Termination benefits $ 36 Transfer costs 67 Other 19 $ 122 |
Summary of accrued expenses within accompanying unaudited condensed consolidated balance sheets | The following is a rollforward of the termination benefit liability associated with our 2016 Restructuring Plan, which is reported as a component of accrued expenses included in our accompanying unaudited condensed consolidated balance sheets : (in millions) 2016 Restructuring Plan Accrued as of December 31, 2017 $ 22 Charges (credits) 12 Cash payments (8 ) Accrued as of March 31, 2018 $ 27 |
2016 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 2016 Restructuring Plan by major type of cost: Type of cost Total Estimated Amount Expected to be Incurred Restructuring charges: Termination benefits $100 million to $110 million Other (1) $25 million to $50 million Restructuring-related expenses: Other (2) $150 million to $165 million $275 million to $325 million (1) Consists primarily of consulting fees and costs associated with contract cancellations. (2) Comprised of other costs directly related to the 2016 Restructuring Plan, including program management, accelerated depreciation and costs to transfer product lines among facilities. |
Supplemental Balance Sheet In30
Supplemental Balance Sheet Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Balance Sheet Information [Abstract] | |
Schedule of Restricted Cash and Cash Equivalents [Table Text Block] | Cash, cash equivalents, restricted cash and restricted cash equivalents As of (in millions) March 31, 2018 December 31, 2017 Cash and cash equivalents $ 287 $ 188 Restricted cash included in Other current assets 850 803 Restricted cash included in Other long-term assets 31 26 Total cash, cash equivalents and restricted cash $ 1,168 $ 1,017 |
Trade accounts receivable, net | As of (in millions) March 31, 2018 December 31, 2017 Accounts receivable $ 1,650 $ 1,645 Allowance for doubtful accounts (67 ) (68 ) Allowance for sales returns — (30 ) Other sales reserves (3 ) — $ 1,580 $ 1,548 |
Rollforward of allowances for doubtful accounts | Three Months Ended (in millions) 2018 2017 Beginning balance $ 68 $ 73 Net charges to expenses 4 3 Utilization of allowances (5 ) (1 ) Ending balance $ 67 $ 75 |
Inventory Disclosure [Text Block] | As of (in millions) March 31, 2018 December 31, 2017 Finished goods $ 717 $ 685 Work-in-process 105 110 Raw materials 291 284 $ 1,113 $ 1,078 |
Property, plant and equipment, net | As of (in millions) March 31, 2018 December 31, 2017 Land $ 103 $ 102 Buildings and improvements 1,132 1,120 Equipment, furniture and fixtures 3,246 3,183 Capital in progress 215 219 4,696 4,625 Accumulated depreciation (2,996 ) (2,928 ) $ 1,700 $ 1,697 |
Schedule of Accrued Liabilities | As of (in millions) March 31, 2018 December 31, 2017 Legal reserves $ 1,255 $ 1,176 Payroll and related liabilities 488 591 Accrued contingent consideration 62 36 Other 643 653 $ 2,447 $ 2,456 |
Other long-term liabilities | As of (in millions) March 31, 2018 December 31, 2017 Accrued income taxes $ 1,119 $ 1,275 Legal reserves 256 436 Accrued contingent consideration 92 133 Other 787 525 $ 2,254 $ 2,370 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Schedule of Income Tax Rate Reconciliation [Line Items] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Three Months Ended March 31, 2018 2017 Effective tax rate from continuing operations 8.0 % 4.9 % |
Weighted Average Shares Outst32
Weighted Average Shares Outstanding (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares [Table Text Block] | Three Months Ended (in millions) 2018 2017 Weighted average shares outstanding - basic 1,376.5 1,365.4 Net effect of common stock equivalents 20.2 24.8 Weighted average shares outstanding - assuming dilution 1,396.8 1,390.2 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 (in millions) 2018 2017 Net sales MedSurg* $ 711 $ 641 Rhythm and Neuro* 736 668 Cardiovascular 933 851 $ 2,379 $ 2,160 Income (loss) before income taxes MedSurg* $ 259 $ 215 Rhythm and Neuro* 153 109 Cardiovascular 290 233 Operating income allocated to reportable segments 703 557 Corporate expenses, including hedging activities (100 ) (61 ) Intangible asset impairment charges, acquisition-related, restructuring- and restructuring-related and litigation-related net credits (charges) (54 ) 11 Amortization expense (141 ) (143 ) Operating income (loss) 407 364 Other expense, net (84 ) (59 ) Income (loss) before income taxes $ 323 $ 305 Three Months Ended Operating income as a percentage of segment net sales 2018 2017 MedSurg* 36.4 % 33.5 % Rhythm and Neuro* 20.8 % 16.3 % Cardiovascular 31.1 % 27.3 % |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
disaggregated revenue [Line Items] | |
disaggregated revenue [Line Items] | The following tables disaggregate our revenue from contracts with customers by business and geographic region: Three Months Ended March 31, Businesses (in millions) 2018 2017 Endoscopy U.S. $ 231 $ 215 International 187 164 Worldwide 418 379 Urology and Pelvic Health U.S. 197 183 International 96 79 Worldwide 293 262 Cardiac Rhythm Management U.S. 290 283 International 203 180 Worldwide 493 463 Electrophysiology U.S. 35 32 International 39 32 Worldwide 75 64 Neuromodulation U.S. 131 116 International 38 25 Worldwide 169 141 Interventional Cardiology U.S. 281 278 International 364 312 Worldwide 645 590 Peripheral Interventions U.S. 145 142 International 142 119 Worldwide 288 261 Total Company U.S. 1,310 1,249 International 1,069 911 Net Sales $ 2,379 $ 2,160 Three Months Ended March 31, Geographic Regions (in millions) 2018 2017 U.S. $ 1,310 $ 1,249 EMEA (Europe, Middle East and Africa) 563 454 APAC (Asia-Pacific) 415 371 LACA (Latin America and Canada) 91 84 $ 2,379 $ 2,160 Emerging Markets (1) $ 255 $ 208 |
Changes in Other Comprehensiv35
Changes in Other Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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, net of tax. Three Months Ended March 31, 2018 (in millions) Foreign Currency Translation Adjustments Unrealized Gains/Losses on Derivative Financial Instruments Unrealized Gains/Losses on Available-for-Sale Securities Defined Benefit Pension Items/Other Total Balance as of December 31, 2017 $ (32 ) $ 1 $ (1 ) $ (27 ) $ (59 ) Other comprehensive income (loss) before reclassifications 10 (91 ) — — (81 ) (Income) loss amounts reclassified from accumulated other comprehensive income — 12 1 — 13 Net current-period other comprehensive income (loss) 10 (80 ) — — (69 ) Balance as of March 31, 2018 $ (22 ) $ (79 ) $ — $ (27 ) $ (128 ) Three Months Ended March 31, 2017 (in millions) Foreign Currency Translation Adjustments Unrealized Gains/Losses on Derivative Financial Instruments Unrealized Gains/Losses on Available-for-Sale Securities Defined Benefit Pension Items/Other Total Balance as of December 31, 2016 $ (79 ) $ 107 $ (6 ) $ (21 ) $ 1 Other comprehensive income (loss) before reclassifications 8 (37 ) — (3 ) (32 ) (Income) loss amounts reclassified from accumulated other comprehensive income — (18 ) — 3 (15 ) Net current-period other comprehensive income (loss) 8 (55 ) — — (47 ) Balance as of March 31, 2017 $ (71 ) $ 52 $ (6 ) $ (21 ) $ (46 ) |
Basis of Presentation ASUs Impl
Basis of Presentation ASUs Implemented (Details) - Accounting Standards Update 2014-09 [Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Jan. 01, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 55 | $ 177 |
Other Current Liabilities [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | 59 | |
Other Noncurrent Liabilities [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | 206 | |
Other Noncurrent Assets [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | 12 | |
Deferred Income Tax Charge [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | 41 |
Acquisitions and Strategic In37
Acquisitions and Strategic Investments (Details) - USD ($) $ in Millions | Apr. 30, 2018 | Apr. 16, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||||
Adjustments to accrued contingent consideration | $ (22) | ||||
Contingent consideration expense (benefit) | 5 | $ (50) | |||
Other Nonoperating Income (Expense) | (23) | (2) | |||
Goodwill | 6,984 | $ 6,998 | |||
Business Combination, Contingent Consideration, Asset | 152 | $ 169 | |||
Payments for acquisitions of businesses, net of cash acquired | 9 | 0 | |||
Payment of contingent consideration | $ (28) | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 1,320 | ||||
revenue-based payments [Member] | Discounted cash flow [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Contingent Consideration, Liability | 48 | ||||
R&D and Commercialization-based Milestone [Member] | Discounted cash flow [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Contingent Consideration, Liability | $ 105 | ||||
Fair Value Inputs, Discount Rate | 3.00% | ||||
Minimum [Member] | revenue-based payments [Member] | Discounted cash flow [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair Value Inputs, Discount Rate | 11.00% | ||||
contingent consideration liability, projected year of payment | 2,018 | ||||
Minimum [Member] | R&D and Commercialization-based Milestone [Member] | Discounted cash flow [Member] | |||||
Business Acquisition [Line Items] | |||||
contingent consideration liability, probability of payment | 17.00% | ||||
contingent consideration liability, projected year of payment | 2,018 | ||||
Maximum [Member] | revenue-based payments [Member] | Discounted cash flow [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair Value Inputs, Discount Rate | 15.00% | ||||
contingent consideration liability, projected year of payment | 2,026 | ||||
Maximum [Member] | R&D and Commercialization-based Milestone [Member] | Discounted cash flow [Member] | |||||
Business Acquisition [Line Items] | |||||
contingent consideration liability, probability of payment | 100.00% | ||||
contingent consideration liability, projected year of payment | 2,022 | ||||
Subsequent Event [Member] | NxThera [Member] | |||||
Business Acquisition [Line Items] | |||||
Payments for acquisitions of businesses, net of cash acquired | $ 240 | ||||
Potential payments based on acheiving certain milestones | 85 | ||||
Payments to Acquire Businesses, Gross | 306 | ||||
Potential payments based on certain milestones, gross | $ 100 | ||||
Subsequent Event [Member] | nVision [Member] | |||||
Business Acquisition [Line Items] | |||||
Payments for acquisitions of businesses, net of cash acquired | $ 150 | ||||
Potential payments based on acheiving certain milestones | $ 125 |
Strategic Investments (Details)
Strategic Investments (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Jan. 24, 2018 | Dec. 31, 2017 | |
Schedule of Investments [Line Items] | ||||
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity | $ 335 | |||
Other Nonoperating Income (Expense) | (23) | $ (2) | ||
Equity Method Investments | 304 | $ 209 | ||
Measurement Alternative Investments | 84 | 81 | ||
Publicly-held Securities | 12 | 15 | ||
Notes Receivable | 43 | 47 | ||
Strategic Investments | $ 442 | $ 353 | ||
Milipede [Member] | ||||
Schedule of Investments [Line Items] | ||||
Total consideration for share purchase | $ 90 | |||
Closing payment | 325 | |||
Potential payments based on acheiving certain milestones | $ 125 |
Goodwill and Other Intangible39
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 11,549 | $ 11,536 |
Finite-Lived Intangible Assets, Accumulated Amortization | (6,233) | (6,097) |
Indefinite-lived intangible assets, including goodwill | 17,281 | 17,295 |
Indefinite-lived intangible assets, accumulated write-offs | (9,900) | (9,900) |
Goodwill | 6,984 | 6,998 |
Goodwill, Period Increase (Decrease) | 0 | |
Goodwill, Purchase Accounting Adjustments | (17) | |
Goodwill, Acquired During Period | 3 | |
Cardiovascular [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 3,707 | 3,704 |
Goodwill, Period Increase (Decrease) | 0 | |
Goodwill, Purchase Accounting Adjustments | 3 | |
Goodwill, Acquired During Period | 0 | |
Rhythm and Neuro [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 1,774 | 417 |
Goodwill, Period Increase (Decrease) | 1,379 | |
Goodwill, Purchase Accounting Adjustments | (22) | |
Goodwill, Acquired During Period | 0 | |
MedSurg [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 1,503 | 2,877 |
Goodwill, Period Increase (Decrease) | (1,379) | |
Goodwill, Purchase Accounting Adjustments | 1 | |
Goodwill, Acquired During Period | 3 | |
Unclassified Indefinite-lived Intangible Assets [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Gross | 16,884 | 16,898 |
Goodwill, Impaired, Accumulated Impairment Loss | (9,900) | (9,900) |
Technology-related [Member] | ||
Goodwill [Line Items] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 120 | 120 |
In-process research and development [Member] | ||
Goodwill [Line Items] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 278 | 278 |
Technology-related [Member] | ||
Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 9,396 | 9,386 |
Finite-Lived Intangible Assets, Accumulated Amortization | (4,984) | (4,880) |
Patents [Member] | ||
Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 517 | 517 |
Finite-Lived Intangible Assets, Accumulated Amortization | (381) | (379) |
Other Intangible Assets [Member] | ||
Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,636 | 1,633 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (868) | $ (838) |
Fair Value Measurements Fair 40
Fair Value Measurements Fair Value Measurements (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Cost of Goods and Services Sold | $ 672 | $ 650 | |
Interest Expense | 61 | 57 | |
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | (118) | ||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Tax | 27 | ||
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments at Fair Value, Net | 2,565 | $ 2,671 | |
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | (91) | ||
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion | 15 | ||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 12 | ||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax | (3) | ||
Derivative Assets | 32 | 82 | |
Derivative Liabilities | 154 | 90 | |
Publicly-held Securities | 12 | 15 | |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 3,595 | 3,252 | |
Cash | 245 | 167 | |
Debt Instrument, Fair Value Disclosure | 6,040 | 5,945 | |
Derivative, Notional Amount | 6,161 | 5,923 | |
Fair Value, Measurements, Recurring [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Money Market Funds, at Carrying Value | 42 | 21 | |
Publicly-held Securities | 12 | 15 | |
Foreign Currency Contract, Asset, Fair Value Disclosure | 32 | 82 | |
Assets, Fair Value Disclosure | 86 | 118 | |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 154 | 90 | |
Accrued Contingent Consideration | 152 | 169 | |
Liabilities, Fair Value Disclosure | 306 | 259 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Money Market Funds, at Carrying Value | 42 | 21 | |
Publicly-held Securities | 12 | 15 | |
Foreign Currency Contract, Asset, Fair Value Disclosure | 0 | 0 | |
Assets, Fair Value Disclosure | 54 | 36 | |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 0 | 0 | |
Accrued Contingent Consideration | 0 | 0 | |
Liabilities, Fair Value Disclosure | 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 | 0 | |
Publicly-held Securities | 0 | 0 | |
Foreign Currency Contract, Asset, Fair Value Disclosure | 32 | 82 | |
Assets, Fair Value Disclosure | 32 | 82 | |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 154 | 90 | |
Accrued Contingent Consideration | 0 | 0 | |
Liabilities, Fair Value Disclosure | 154 | 90 | |
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 | |
Publicly-held Securities | 0 | 0 | |
Foreign Currency Contract, Asset, Fair Value Disclosure | 0 | 0 | |
Assets, Fair Value Disclosure | 0 | 0 | |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 0 | 0 | |
Accrued Contingent Consideration | 152 | 169 | |
Liabilities, Fair Value Disclosure | 152 | 169 | |
Designated as Hedging Instrument [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments in Hedges, Assets, at Fair Value | 17 | 64 | |
Derivative Instruments in Hedges, Liabilities, at Fair Value | 123 | 69 | |
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 | 3 | 7 | |
Designated as Hedging Instrument [Member] | Other Long Term Assets [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments in Hedges, Assets, at Fair Value | 15 | 57 | |
Designated as Hedging Instrument [Member] | Other current liabilities [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments in Hedges, Liabilities, at Fair Value | 54 | 37 | |
Designated as Hedging Instrument [Member] | Other Noncurrent Liabilities [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments in Hedges, Liabilities, at Fair Value | 69 | 33 | |
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 | 15 | 18 | |
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 | 31 | $ 21 | |
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 | (23) | (17) | |
Net gain (loss) from foreign currency transaction exposures | 16 | 17 | |
Foreign Currency Transaction Gain (Loss), Realized | (8) | 0 | |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Cost of Sales [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | (118) | (58) | |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Tax | 27 | 21 | |
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | (91) | (37) | |
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion | 15 | 28 | |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 12 | (18) | |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax | (3) | $ 10 | |
Fair Value Hedging [Member] | Interest Expense [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | 12 | ||
Cash Flow Hedging [Member] | Interest Expense [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | 1 | ||
Cash Flow Hedging [Member] | Cost of Goods, Product Line [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | $ (55) |
Borrowings and Credit Arrange41
Borrowings and Credit Arrangements (Details) ¥ in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2018USD ($) | Dec. 31, 2016 | Mar. 31, 2018JPY (¥) | Feb. 26, 2018USD ($) | Dec. 31, 2017USD ($) | Aug. 04, 2017USD ($) | |
Debt Instrument [Line Items] | ||||||
Total debt | $ 5,765 | $ 5,616 | ||||
Debt, Current | 962 | 1,801 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 400 | |||||
Line of Credit Facility, Fair Value of Amount Outstanding | 70 | |||||
Maximum amount of proceeds from sale of finance receivables | $ 463 | |||||
Average interest rate of de-recognized receivables | 2.10% | 1.80% | ||||
De-recognized receivables | $ 178 | 171 | ||||
Long-term Debt | $ (4,803) | (3,815) | ||||
October 2018 Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt, Current | $ 600 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.65% | 2.65% | 2.65% | |||
Long-term Debt | $ 0 | |||||
January 2020 Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | 6.00% | |||
Long-term Debt | $ (850) | $ (850) | ||||
May 2020 Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.85% | 2.85% | 2.85% | |||
Long-term Debt | $ (600) | $ (600) | ||||
May 2022 Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.375% | 3.375% | 3.375% | |||
Long-term Debt | $ (500) | $ (500) | ||||
May 2025 Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.85% | 3.85% | 3.85% | |||
Long-term Debt | $ (750) | $ (750) | ||||
October 2023 Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.125% | 4.125% | 4.125% | |||
Long-term Debt | $ (450) | $ (450) | ||||
November 2035 Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 7.00% | 7.00% | |||
Long-term Debt | $ (350) | $ (350) | ||||
January 2040 Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.375% | 7.375% | 7.375% | |||
Long-term Debt | $ (300) | $ (300) | ||||
March 2028 Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | 4.00% | 4.00% | 4.00% | ||
Long-term Debt | $ (1,000) | $ (1,000) | ||||
Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | (4,800) | $ (4,400) | ||||
Premiums, accelerated amortization of debt issuance costs & investor discount costs [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | (14) | (6) | ||||
Securities Financing Transaction, Cost [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | (19) | (18) | ||||
Interest Rate Swap [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | (35) | (38) | ||||
Capital Lease Obligations [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | (1) | $ (1) | ||||
Line of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Commercial Paper | 2,250 | |||||
Commercial Paper, Not Included with Cash and Cash Equivalents [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Commercial Paper | $ 886 | |||||
Commercial Paper [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Short-term Debt, Weighted Average Interest Rate | 2.46% | 2.46% | 1.85% | |||
the 2017 Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Exclusion from EBITDA for Restructuring Charges | $ 500 | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,250 | |||||
Restructuring charges remaining to be excluded from calculation of consolidated EBITDA | 415 | |||||
Litigation and Debt Exclusion from EBITDA | $ 2,624 | |||||
Legal payments remaining to be excluded from calculation of consolidated EBITDA | 1,690 | |||||
New Japanese Factoring March 2018 Program [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum amount of proceeds from sale of finance receivables | 282 | ¥ 30,000 | ||||
De-recognized receivables | $ 95 | |||||
Average discounted rates of notes receivables | 0.50% | 0.50% | ||||
Uncommitted Credit Facilities With A Commercial Japanese Banks [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum amount of proceeds from sale of finance receivables | $ 207 | ¥ 22,000 | ||||
De-recognized receivables | $ 124 | $ 157 | ||||
Average discounted rates of notes receivables | 1.50% | 1.50% | 1.30% | |||
Current Requirement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum Leverage Ratio | 3.5 | 3.5 | ||||
Actual, Covenant [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum Leverage Ratio | 2.2 | 2.2 |
Restructuring Related Activit42
Restructuring Related Activities (Details) - USD ($) $ in Millions | 3 Months Ended | 22 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | |
Estimated costs of restructuring program by major type of cost | ||||
Restructuring Related Expenses | $ 15 | $ 15 | ||
Restructuring and Related Cost, Incurred Cost | 28 | 19 | ||
Restructuring Charges | 13 | 4 | ||
2016 Restructuring Plan [Member] | ||||
Restructuring and Related Cost [Line Items] | ||||
Restructuring Charges Incurred to Date | $ 77 | |||
Restructuring-related Costs Incurred to Date | 92 | |||
Estimated costs of restructuring program by major type of cost | ||||
Restructuring and Related Cost, Cost Incurred to Date | 169 | 169 | ||
Payments for Restructuring | (25) | (122) | ||
Termination Benefits [Member] | ||||
Estimated costs of restructuring program by major type of cost | ||||
Restructuring Related Expenses | 0 | 0 | ||
Restructuring and Related Cost, Incurred Cost | 12 | 3 | ||
Restructuring Charges | 12 | 3 | ||
Termination Benefits [Member] | 2016 Restructuring Plan [Member] | ||||
Restructuring and Related Cost [Line Items] | ||||
Restructuring Reserve | 27 | 27 | $ 22 | |
Restructuring Charges Incurred to Date | 61 | |||
Estimated costs of restructuring program by major type of cost | ||||
Payments for Restructuring | (8) | (36) | ||
Restructuring Charges | 12 | |||
Accelerated depreciation [Member] | ||||
Estimated costs of restructuring program by major type of cost | ||||
Restructuring Related Expenses | 2 | |||
Restructuring and Related Cost, Incurred Cost | 2 | |||
Restructuring Charges | 0 | |||
Accelerated depreciation [Member] | 2016 Restructuring Plan [Member] | ||||
Restructuring and Related Cost [Line Items] | ||||
Restructuring-related Costs Incurred to Date | 9 | |||
Transfer costs [Member] | ||||
Estimated costs of restructuring program by major type of cost | ||||
Restructuring Related Expenses | 7 | 12 | ||
Restructuring and Related Cost, Incurred Cost | 7 | 12 | ||
Restructuring Charges | 0 | 0 | ||
Transfer costs [Member] | 2016 Restructuring Plan [Member] | ||||
Restructuring and Related Cost [Line Items] | ||||
Restructuring-related Costs Incurred to Date | 68 | |||
Estimated costs of restructuring program by major type of cost | ||||
Payments for Restructuring | (7) | (67) | ||
Other [Member] | ||||
Estimated costs of restructuring program by major type of cost | ||||
Restructuring Related Expenses | 8 | 1 | ||
Restructuring and Related Cost, Incurred Cost | 8 | 2 | ||
Restructuring Charges | 1 | 1 | ||
Other [Member] | 2016 Restructuring Plan [Member] | ||||
Restructuring and Related Cost [Line Items] | ||||
Restructuring Charges Incurred to Date | 16 | |||
Restructuring-related Costs Incurred to Date | 15 | |||
Estimated costs of restructuring program by major type of cost | ||||
Payments for Restructuring | (9) | (19) | ||
Minimum [Member] | 2016 Restructuring Plan [Member] | ||||
Restructuring and Related Cost [Line Items] | ||||
Restructuring and Related Cost, Expected Cost | 275 | 275 | ||
Estimated costs of restructuring program by major type of cost | ||||
Restructuring plan estimated future cash outflow | 250 | |||
Minimum [Member] | Restructuring Plan [Member] | Termination Benefits [Member] | 2016 Restructuring Plan [Member] | ||||
Restructuring and Related Cost [Line Items] | ||||
Restructuring and Related Cost, Expected Cost | 100 | 100 | ||
Minimum [Member] | Restructuring Plan [Member] | Other [Member] | 2016 Restructuring Plan [Member] | ||||
Restructuring and Related Cost [Line Items] | ||||
Restructuring and Related Cost, Expected Cost | 25 | 25 | ||
Minimum [Member] | Restructuring Related To Plan [Member] | Other [Member] | 2016 Restructuring Plan [Member] | ||||
Restructuring and Related Cost [Line Items] | ||||
Restructuring and Related Cost, Expected Cost | 150 | 150 | ||
Maximum [Member] | 2016 Restructuring Plan [Member] | ||||
Restructuring and Related Cost [Line Items] | ||||
Restructuring and Related Cost, Expected Cost | 325 | 325 | ||
Estimated costs of restructuring program by major type of cost | ||||
Restructuring plan estimated future cash outflow | 300 | |||
Maximum [Member] | Restructuring Plan [Member] | Termination Benefits [Member] | 2016 Restructuring Plan [Member] | ||||
Restructuring and Related Cost [Line Items] | ||||
Restructuring and Related Cost, Expected Cost | 110 | 110 | ||
Maximum [Member] | Restructuring Plan [Member] | Other [Member] | 2016 Restructuring Plan [Member] | ||||
Restructuring and Related Cost [Line Items] | ||||
Restructuring and Related Cost, Expected Cost | 50 | 50 | ||
Maximum [Member] | Restructuring Related To Plan [Member] | Other [Member] | 2016 Restructuring Plan [Member] | ||||
Restructuring and Related Cost [Line Items] | ||||
Restructuring and Related Cost, Expected Cost | 165 | $ 165 | ||
Cost of Sales [Member] | ||||
Estimated costs of restructuring program by major type of cost | ||||
Restructuring Related Expenses | 7 | 12 | ||
Cost of Sales [Member] | Termination Benefits [Member] | ||||
Estimated costs of restructuring program by major type of cost | ||||
Restructuring Related Expenses | 0 | 0 | ||
Cost of Sales [Member] | Accelerated depreciation [Member] | ||||
Estimated costs of restructuring program by major type of cost | ||||
Restructuring Related Expenses | 0 | |||
Cost of Sales [Member] | Transfer costs [Member] | ||||
Estimated costs of restructuring program by major type of cost | ||||
Restructuring Related Expenses | 7 | 12 | ||
Cost of Sales [Member] | Other [Member] | ||||
Estimated costs of restructuring program by major type of cost | ||||
Restructuring Related Expenses | 0 | 0 | ||
Selling, General and Administrative Expenses [Member] | ||||
Estimated costs of restructuring program by major type of cost | ||||
Restructuring Related Expenses | 8 | 3 | ||
Selling, General and Administrative Expenses [Member] | Termination Benefits [Member] | ||||
Estimated costs of restructuring program by major type of cost | ||||
Restructuring Related Expenses | 0 | 0 | ||
Selling, General and Administrative Expenses [Member] | Accelerated depreciation [Member] | ||||
Estimated costs of restructuring program by major type of cost | ||||
Restructuring Related Expenses | 2 | |||
Selling, General and Administrative Expenses [Member] | Transfer costs [Member] | ||||
Estimated costs of restructuring program by major type of cost | ||||
Restructuring Related Expenses | 0 | 0 | ||
Selling, General and Administrative Expenses [Member] | Other [Member] | ||||
Estimated costs of restructuring program by major type of cost | ||||
Restructuring Related Expenses | $ 8 | $ 1 |
Supplemental Balance Sheet In43
Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash and cash equivalents | $ 287 | $ 188 | ||
Total cash, cash equivalents and restricted cash | 1,168 | $ 327 | ||
Trade accounts receivable, net | ||||
Accounts receivable | 1,650 | 1,645 | ||
Less: allowance for doubtful accounts | (67) | (68) | ||
Less: allowance for sales returns | 0 | (30) | ||
Other sales reserves | (3) | 0 | ||
Trade accounts receivable, net | 1,580 | 1,548 | ||
Allowance for doubtful accounts | ||||
Beginning balance | 68 | 73 | ||
Charges to expenses | 4 | 3 | ||
Utilization of allowances | (5) | (1) | ||
Ending balance | 67 | 75 | ||
Inventories | ||||
Finished goods | 717 | 685 | ||
Work-in-process | 105 | 110 | ||
Raw materials | 291 | 284 | ||
Inventories | 1,113 | 1,078 | ||
Property, plant and equipment, net | ||||
Land | 103 | 102 | ||
Buildings and improvements | 1,132 | 1,120 | ||
Equipment, furniture and fixtures | 3,246 | 3,183 | ||
Capital in progress | 215 | 219 | ||
Property, plant and equipment | 4,696 | 4,625 | ||
Less: accumulated depreciation | (2,996) | (2,928) | ||
Property, plant and equipment, net | 1,700 | 1,697 | ||
Accrued expenses | ||||
Legal reserves | 1,255 | 1,176 | ||
Payroll and related liabilities | 488 | 591 | ||
Business Combination, Contingent Consideration, Liability, Current | 62 | 36 | ||
Other | 643 | 653 | ||
Accrued expenses | 2,447 | 2,456 | ||
Other long-term liabilities | ||||
Accrued income taxes | 1,119 | 1,275 | ||
Legal reserves | 256 | 436 | ||
Business Combination, Contingent Consideration, Liability, Noncurrent | 92 | 133 | ||
Other Accrued Liabilities, Noncurrent | 787 | 525 | ||
Other long-term liabilities | 2,254 | 2,370 | ||
Supplemental Balance Sheet Information | ||||
Depreciation expense | 68 | $ 63 | ||
cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period | 1,017 | $ 487 | ||
Other Current Assets [Member] | ||||
Restricted cash included in Other long-term assets | 850 | 803 | ||
Other Long Term Assets [Member] | ||||
Restricted cash included in Other long-term assets | $ 31 | $ 26 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | Apr. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||
Other Tax Expense (Benefit) | $ 9 | |||||
Total Impact of TCJA | 852 | |||||
One-time transaction tax post-1986 E&P | 1,035 | |||||
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||||
Unrecognized Tax Benefits | 1,240 | $ 1,238 | ||||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 1,157 | 1,150 | ||||
Incremental tax liability asserted by IRS | $ 1,162 | |||||
Reported tax rate | 8.00% | 4.90% | ||||
Net tax expense/benefits related to interest and penalties | $ 17 | $ 13 | ||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total | 675 | $ 655 | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | |||||
Deferred tax asset TCJA remeasurement benefit | $ 99 | |||||
One-time transaction tax post-1986 E&P - net payment | $ 454 | |||||
Subsequent Event [Member] | ||||||
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||||
Litigation Settlement, Amount | $ 275 | |||||
Potential Reduction In Unrecognized Tax Benefits Over Next Twelve Months As Result Of Concluding Certain Matters | $ 897 | |||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Apr. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Apr. 24, 2018claims | Dec. 31, 2017USD ($) |
Commitments and Contingencies (Textuals) [Abstract] | |||||
Accrual for legal matters that are probable and estimable | $ | $ 1,511 | $ 1,612 | |||
Litigation Settlement, Expense | $ | $ 0 | $ 3 | |||
Subsequent Event [Member] | |||||
Loss Contingencies [Line Items] | |||||
Litigation Settlement, Amount | $ | $ 275 | ||||
Commitments and Contingencies (Textuals) [Abstract] | |||||
Product liability cases or claims related to mesh product | 49,500 | ||||
Putative class actions in the U.S., Mesh | 8 | ||||
Product liability cases or claims related to mesh product - Canada | 20 | ||||
Certified class actions in Canada, Mesh | 1 | ||||
Putative class actions in Canada, Mesh | 3 | ||||
Product liability cases or claims related to mesh product - United Kingdom | 25 | ||||
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] | Subsequent Event [Member] | |||||
Commitments and Contingencies (Textuals) [Abstract] | |||||
Product liability cases or claims related to mesh product | 47,500 | ||||
Total Product liability cases and claims settled related to Mesh product | 21,000 |
Weighted Average Shares Outst46
Weighted Average Shares Outstanding (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average shares outstanding - basic | 1,376.5 | 1,365.4 |
Weighted Average Number Diluted Shares Outstanding Adjustment | 20.2 | 24.8 |
Weighted average shares outstanding - assuming dilution | 1,396.8 | 1,390.2 |
Stock Issued During Period, Shares, New Issues | 6 | 7 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2018USD ($)reportablesegments | Mar. 31, 2017USD ($) | |
Segment Reporting (Textuals) [Abstract] | ||
Number of reportable segments | reportablesegments | 3 | |
Net sales | ||
Net sales | $ 2,379 | $ 2,160 |
Operating Income Allocated to Reportable Segments | 703 | 557 |
Amortization expense | (141) | (143) |
Operating income (loss) | 407 | 364 |
Other expense, net | (84) | (59) |
Income (loss) before income taxes | 323 | 305 |
Rhythm and Neuro [Member] | ||
Net sales | ||
Net sales | 736 | 668 |
Operating Income Allocated to Reportable Segments | $ 153 | $ 109 |
Segment operating income as percentage of net sales | 20.80% | 16.30% |
Cardiovascular [Member] | ||
Net sales | ||
Net sales | $ 933 | $ 851 |
Operating Income Allocated to Reportable Segments | $ 290 | $ 233 |
Segment operating income as percentage of net sales | 31.10% | 27.30% |
MedSurg [Member] | ||
Net sales | ||
Net sales | $ 711 | $ 641 |
Operating Income Allocated to Reportable Segments | $ 259 | $ 215 |
Segment operating income as percentage of net sales | 36.40% | 33.50% |
Corporate expenses and currency exchange [Member] | ||
Net sales | ||
Operating (Loss) Income Unallocated to Segment | $ (100) | $ (61) |
Special Charges [Member] | ||
Net sales | ||
Operating (Loss) Income Unallocated to Segment | $ (54) | $ 11 |
Revenue Revenue Disclosure (Det
Revenue Revenue Disclosure (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Jan. 01, 2018 | |
disaggregated revenue [Line Items] | |||
Revenue, Net | $ 2,379 | $ 2,160 | |
Deferred Revenue | 393 | $ 411 | |
Deferred Revenue, Revenue Recognized | 26 | ||
Emerging Markets [Member] | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 255 | 208 | |
UNITED STATES | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 1,310 | 1,249 | |
Non-US [Member] | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 1,069 | 911 | |
EMEA [Member] | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 563 | 454 | |
Asia Pacific [Member] | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 415 | 371 | |
Latin America and Canada [Member] | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 91 | 84 | |
Endoscopy [Member] | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 418 | 379 | |
Endoscopy [Member] | UNITED STATES | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 231 | 215 | |
Endoscopy [Member] | Non-US [Member] | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 187 | 164 | |
Urology and Pelvic Health [Member] | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 293 | 262 | |
Urology and Pelvic Health [Member] | UNITED STATES | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 197 | 183 | |
Urology and Pelvic Health [Member] | Non-US [Member] | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 96 | 79 | |
Cardiac Rhythm Management [Member] | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 493 | 463 | |
Cardiac Rhythm Management [Member] | UNITED STATES | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 290 | 283 | |
Cardiac Rhythm Management [Member] | Non-US [Member] | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 203 | 180 | |
Electrophysiology [Member] | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 75 | 64 | |
Electrophysiology [Member] | UNITED STATES | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 35 | 32 | |
Electrophysiology [Member] | Non-US [Member] | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 39 | 32 | |
Neuromodulation [Member] | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 169 | 141 | |
Neuromodulation [Member] | UNITED STATES | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 131 | 116 | |
Neuromodulation [Member] | Non-US [Member] | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 38 | 25 | |
Interventional Cardiology [Member] | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 645 | 590 | |
Interventional Cardiology [Member] | UNITED STATES | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 281 | 278 | |
Interventional Cardiology [Member] | Non-US [Member] | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 364 | 312 | |
Peripheral Interventions [Member] | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 288 | 261 | |
Peripheral Interventions [Member] | UNITED STATES | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | 145 | 142 | |
Peripheral Interventions [Member] | Non-US [Member] | |||
disaggregated revenue [Line Items] | |||
Revenue, Net | $ 142 | $ 119 |
Changes in Other Comprehensiv49
Changes in Other Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Changes in Other Comprehensive Income [Abstract] | ||||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | $ (22) | $ (71) | $ (32) | $ (79) |
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax | (79) | 52 | 1 | 107 |
Accumulated Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax | 0 | (6) | (1) | (6) |
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax | (27) | (21) | (27) | (21) |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (128) | (46) | $ (59) | $ 1 |
Cumulative Translation Adjustment, Net of Tax, Period Increase (Decrease) | 10 | 8 | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Before Reclassifications, Net of Tax | (91) | (37) | ||
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, before Reclassification Adjustments, Net of Tax | 0 | 0 | ||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments, Net of Tax | 0 | (3) | ||
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | (81) | (32) | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Reclassified from OCI, Net of Tax | 12 | (18) | ||
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax | 1 | 0 | ||
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, Net of Tax | 0 | 3 | ||
Other Comprehensive Income (Loss), Reclassifications out of OCI, Net of Tax | 13 | (15) | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 10 | 8 | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | (80) | (55) | ||
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, before Reclassification Adjustments and Tax | 0 | 0 | ||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax | 0 | 0 | ||
Other Comprehensive Income (Loss), Net of Tax | $ (69) | $ (47) |
New Accounting Pronouncements N
New Accounting Pronouncements New ASU impacts (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Jan. 01, 2018 |
Accounting Standards Update 2014-09 [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 55 | $ 177 |