Document and Entity Information
Document and Entity Information - Jun. 30, 2015 - shares | Total |
Document Information [Line Items] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2015 |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | Q2 |
Trading Symbol | BCR |
Entity Registrant Name | BARD C R INC /NJ/ |
Entity Central Index Key | 9,892 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 74,199,143 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net sales | $ 859.8 | $ 827.1 | $ 1,679.5 | $ 1,626.4 |
Costs and expenses: | ||||
Cost of goods sold | 333.7 | 320.7 | 644.9 | 630.2 |
Marketing, selling and administrative expense | 250 | 245.2 | 485.7 | 482 |
Research and development expense | 64 | 85.4 | 124.6 | 149.7 |
Interest expense | 11.2 | 11.3 | 22.5 | 22.4 |
Other (income) expense, net | 141.7 | 257.3 | 158 | 251.3 |
Total costs and expenses | 800.6 | 919.9 | 1,435.7 | 1,535.6 |
Income (loss) from operations before income taxes | 59.2 | (92.8) | 243.8 | 90.8 |
Income tax provision | 113.9 | 26.6 | 158.7 | 61.8 |
Net (loss) income | $ (54.7) | $ (119.4) | $ 85.1 | $ 29 |
Basic (loss) earnings per share available to common shareholders | $ (0.74) | $ (1.59) | $ 1.13 | $ 0.38 |
Diluted (loss) earnings per share available to common shareholders | $ (0.74) | $ (1.59) | $ 1.11 | $ 0.37 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements Of Comprehensive (Loss) Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net (loss) income | $ (54.7) | $ (119.4) | $ 85.1 | $ 29 |
Other comprehensive income (loss): | ||||
Change in derivative instruments designated as cash flow hedges, net of tax | 3.8 | 1.3 | 3.9 | 1.7 |
Foreign currency translation adjustments | (10.9) | 2.4 | (64.6) | 3.4 |
Benefit plan adjustments, net of tax | 1.9 | 1.6 | 3.8 | 3.2 |
Other comprehensive income (loss) | (5.2) | 5.3 | (56.9) | 8.3 |
Comprehensive (loss) income | $ (59.9) | $ (114.1) | $ 28.2 | $ 37.3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 1,098.4 | $ 960.1 |
Restricted cash | 17.5 | 47.5 |
Accounts receivable, less allowances of $8,400 and $10,100, respectively | 453.7 | 455.2 |
Inventories | 383.6 | 376.2 |
Short-term deferred tax assets | 126.6 | 93.3 |
Other current assets | 93.3 | 114.8 |
Total current assets | 2,173.1 | 2,047.1 |
Property, plant and equipment, at cost | 786 | 747.9 |
Less accumulated depreciation and amortization | 324.7 | 301.5 |
Net property, plant and equipment | 461.3 | 446.4 |
Goodwill | 1,079.7 | 1,091.2 |
Core and developed technologies, net | 719.3 | 749.1 |
Other intangible assets, net | 272.5 | 304.8 |
Deferred tax assets | 14.7 | 11.5 |
Other assets | 246.9 | 442.5 |
Total assets | 4,967.5 | 5,092.6 |
Current liabilities | ||
Short-term borrowings and current maturities of long-term debt | 252.5 | 78 |
Accounts payable | 69.9 | 81.9 |
Accrued expenses | 613.5 | 287.7 |
Accrued compensation and benefits | 122.1 | 162.6 |
Income taxes payable | 52 | 4.4 |
Total current liabilities | 1,110 | 614.6 |
Long-term debt | 1,147.5 | 1,401.9 |
Other long-term liabilities | 876.8 | 1,125.3 |
Deferred income taxes | $ 174.8 | $ 145.9 |
Commitments and contingencies | ||
Shareholders' investment: | ||
Preferred stock, $1 par value, authorized 5,000,000 shares; none issued | ||
Common stock, $0.25 par value, authorized 600,000,000 shares; issued and outstanding 74,199,143 shares at June 30, 2015 and 74,893,483 shares at December 31, 2014 | $ 18.5 | $ 18.7 |
Capital in excess of par value | 2,041.7 | 1,945.3 |
Accumulated deficit | (256.1) | (70.3) |
Accumulated other comprehensive loss | (145.7) | (88.8) |
Total shareholders' investment | 1,658.4 | 1,804.9 |
Total liabilities and shareholders' investment | $ 4,967.5 | $ 5,092.6 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Accounts receivable, allowances | $ 8.4 | $ 10.1 |
Preferred stock, par value | $ 1 | $ 1 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | 0 | 0 |
Common stock, par value | $ 0.25 | $ 0.25 |
Common stock, authorized | 600,000,000 | 600,000,000 |
Common stock, issued | 74,199,143 | 74,893,483 |
Common stock, outstanding | 74,199,143 | 74,893,483 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 85.1 | $ 29 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 94.1 | 85 |
Litigation charges, net | 346 | 262.7 |
Restructuring and productivity initiative costs, net of payments | 7.3 | 0 |
Asset impairment | 0 | 0.6 |
Gain on sale of investment | 0 | (7.1) |
Deferred income taxes | (7.9) | (19.5) |
Share-based compensation | 44.1 | 36.7 |
Inventory reserves and provision for doubtful accounts | 9.5 | 10.4 |
Other items | 2.6 | 1.1 |
Changes in assets and liabilities: | ||
Accounts receivable | (1.1) | 31 |
Inventories | (33) | (27.9) |
Current liabilities | (90.1) | (3.9) |
Taxes | 69.6 | (112.8) |
Other, net | (18.8) | (1.3) |
Net cash provided by operating activities | 507.4 | 284 |
Cash flows from investing activities: | ||
Capital expenditures | (57.6) | (55.6) |
Change in restricted cash | 31.7 | 6.7 |
Payments made for intangibles | (0.4) | (0.4) |
Proceeds from sale of investment | 0 | 7.1 |
Net cash used in investing activities | (26.3) | (42.2) |
Cash flows from financing activities: | ||
Change in short-term borrowings, net | (78) | 181.5 |
Proceeds from exercises under share-based compensation plans, net | 13.9 | 49.6 |
Excess tax benefit relating to share-based compensation plans | 19.5 | 13.5 |
Purchases of common stock | (236.6) | (526.1) |
Dividends paid | (33.5) | (32.7) |
Payments of contingent consideration | (6.9) | (0.2) |
Net cash used in financing activities | (321.6) | (314.4) |
Effect of exchange rate changes on cash and cash equivalents | (21.2) | 1.8 |
Increase (decrease) in cash and cash equivalents during the period | 138.3 | (70.8) |
Balance at January 1 | 960.1 | 1,066.9 |
Balance at June 30 | 1,098.4 | 996.1 |
Cash paid for: | ||
Interest | 21.4 | 21.3 |
Income taxes | 77.5 | 180.6 |
Non-cash transactions: | ||
Dividends declared, not paid | $ 18.1 | $ 16.7 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Basis of Presentation | 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of C. R. Bard, Inc. and its subsidiaries (the “company” or “Bard”) should be read in conjunction with the audited consolidated financial statements and notes thereto included in Bard’s 2014 Annual Report on Form 10-K. These financial statements have been prepared on a basis that is substantially consistent with the accounting principles applied in the financial statements in Bard’s 2014 Annual Report on Form 10-K. The preparation of these financial statements requires the company to make estimates and judgments that affect reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities at the date of the financial statements. These financial statements include all normal and recurring adjustments necessary for a fair presentation. The accounts of most foreign subsidiaries are consolidated as of and for the quarters ended May 31, 2015 and May 31, 2014 and as of November 30, 2014. No events occurred related to these foreign subsidiaries during the months of May 2015, May 2014 or December 2014 that materially affected the financial position or results of operations of the company. The results for the interim periods presented are not necessarily indicative of the results expected for the year. New Accounting Pronouncements Not Yet Adopted In May 2014, the Financial Accounting Standards Board (the “FASB”) issued a new accounting standard that provides for a comprehensive model to use in the accounting for revenue arising from contracts with customers. Under this standard, revenue will be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The FASB recently voted to defer this standard’s effective date for one year, which will now begin with Bard’s 2018 fiscal year. Early adoption is permitted as of the original effective date beginning with Bard’s 2017 fiscal year. The company continues to assess the new standard, as well as amendments to the standard that have been proposed by the FASB, and has not yet determined the adoption date or the impact to the consolidated financial statements. |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2015 | |
Acquisition | 2. Acquisition On July 1, 2015, the company acquired all the outstanding shares of Vascular Pathways, Inc. (“VPI”), a privately-held developer and supplier of vascular access devices. VPI manufactures the AccuCath ® |
Earnings per Common Share
Earnings per Common Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings per Common Share | 3. Earnings per Common Share Earnings per share (“EPS”) is computed under the two-class method using the following common share information: Quarter Ended June 30, Six Months 2015 2014 2015 2014 (dollars and shares in millions) EPS Numerator: Net (loss) income $ (54.7 ) $ (119.4 ) $ 85.1 $ 29.0 Less: Income allocated to participating securities — — 1.2 0.4 Net (loss) income available to common shareholders $ (54.7 ) $ (119.4 ) $ 83.9 $ 28.6 EPS Denominator: Weighted average common shares outstanding 74.2 75.1 74.3 76.0 Dilutive common share equivalents from share-based compensation plans — — 1.4 1.5 Weighted average common and common equivalent shares outstanding, assuming dilution 74.2 75.1 75.7 77.5 For the quarters ended June 30, 2015 and 2014, common share equivalents of approximately 1.3 million and 1.5 million, respectively, were not included in the computation of diluted weighted average shares outstanding. Common share equivalents primarily from share-based compensation plans were not included in these periods because their effect would have been anti-dilutive. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Taxes | 4. Income Taxes The effective tax rate for the quarter and six months ended June 30, 2015 reflected the discrete tax effects of litigation charges, primarily related to product liability claims, which were substantially incurred in a low tax jurisdiction, and the gain related to the proceeds received from W. L. Gore & Associates, Inc. (“Gore”), which was incurred in a high tax jurisdiction. The effective tax rate for both the quarter and six months ended June 30, 2014 reflected the discrete tax effect of litigation charges, primarily related to product liability claims, which were substantially incurred in a low tax jurisdiction. See Note 7 of the notes to condensed consolidated financial statements. The effective tax rate for the six months ended June 30, 2014 also reflected a tax benefit of $10.9 million as a result of the completion of U.S. Internal Revenue Service examinations for the tax years 2008 through 2010. At June 30, 2015, the total amount of liability for unrecognized tax benefits related to federal, state and foreign taxes was $34.6 million (of which $29.9 million would impact the effective tax rate, if recognized) plus $3.5 million of accrued interest. At December 31, 2014, the liability for unrecognized tax benefits was $36.1 million plus $2.9 million of accrued interest. Depending upon the result of open tax examinations and/or the expiration of applicable statutes of limitation, the company believes it is reasonably possible that the total amount of unrecognized tax benefits may decrease by up to $9.3 million within the next 12 months. |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Financial Instruments | 5. Financial Instruments For further discussion regarding the company’s use of derivative instruments, see Note 1 of the notes to consolidated financial statements in Bard’s 2014 Annual Report on Form 10-K. Foreign Exchange Derivative Instruments The company enters into readily marketable forward and option contracts with financial institutions to help reduce its exposure to foreign currency exchange rate fluctuations. These contracts limit volatility because gains and losses associated with foreign currency exchange rate movements are generally offset by movements in the underlying hedged item. The notional value of the company’s forward currency and option currency contracts was $285.3 million and $191.1 million at June 30, 2015 and December 31, 2014, respectively. Interest Rate Derivative Instruments The company’s outstanding interest rate swap contract effectively converts its 2.875% fixed-rate notes due 2016 to a floating-rate instrument. The notional value of the company’s interest rate swap contract is $250 million. The company’s outstanding forward starting interest rate swap contract manages its exposure to interest rate volatility in anticipation of issuing fixed-rate debt. The forward swap contract has a notional value of $250 million and a mandatory termination date of May 2016. The location and fair value of derivative instruments that are designated as hedging instruments recognized in the condensed consolidated balance sheets are as follows: Balance Sheet Location Fair Value of Derivatives Derivatives Designated as Hedging Instruments June 30, 2015 December 31, (dollars in millions) Forward currency contracts Other current assets $ 1.9 $ 1.9 Option currency contracts Other current assets 12.4 9.3 Interest rate swap contracts Other current assets 5.0 — Forward currency contracts Other assets 0.2 — Option currency contracts Other assets 1.9 — Interest rate swap contracts Other assets — 4.9 $ 21.4 $ 16.1 Forward currency contracts Accrued expenses $ 5.3 $ 6.6 Forward currency contracts Other long-term liabilities 0.5 — $ 5.8 $ 6.6 The location and amounts of gains and losses on derivative instruments designated as cash flow hedges and the impact on shareholders’ investment are as follows: Gain/(Loss) Recognized in Other Comprehensive Income (Loss) Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Gain/(Loss) Reclassified Quarter Ended Quarter Ended 2015 2014 2015 2014 (dollars in millions) Forward currency contracts $ (1.9 ) $ 0.6 Cost of goods sold $ (0.2 ) $ 0.2 Option currency contracts 1.4 0.6 Cost of goods sold 3.4 (0.4 ) Interest rate swap contract 10.1 — Interest expense — — $ 9.6 $ 1.2 $ 3.2 $ (0.2 ) Gain/(Loss) Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Gain/(Loss) Reclassified Six Months Ended Six Months Ended 2015 2014 2015 2014 (dollars in millions) Forward currency contracts $ (1.8 ) $ 0.9 Cost of goods sold $ 0.6 $ 0.8 Option currency contracts 10.4 — Cost of goods sold 4.5 (1.0 ) Interest rate swap contract 2.2 — Interest expense — — $ 10.8 $ 0.9 $ 5.1 $ (0.2 ) The location and amounts of gains and losses on the derivative instrument designated as a fair value hedge are as follows: Location in (Loss) Recognized on Swap Gain Recognized on Debt Quarter Ended June 30, Six Months Ended June 30, Quarter Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 2015 2014 2015 2014 (dollars in millions) Interest rate swap contract Interest expense $ (1.1 ) $ (0.9 ) $ (2.1 ) $ (1.9 ) $ 1.1 $ 0.9 $ 2.1 $ 1.9 Financial Instruments Measured at Fair Value on a Recurring Basis Fair value is defined as the exit price that would be received to sell an asset or paid to transfer a liability. Fair value is a market-based measurement that is determined using assumptions that market participants would use in pricing an asset or liability. The fair value guidance establishes a three-level hierarchy which maximizes the use of observable inputs and minimizes the use of unobservable inputs used in measuring fair value. The levels within the hierarchy range from Level 1 having observable inputs to Level 3 having unobservable inputs. The following table summarizes certain financial instrument assets and (liabilities) measured at fair value on a recurring basis: June 30, December 31, (dollars in millions) Forward currency contracts $ (3.7 ) $ (4.7 ) Option currency contracts 14.3 9.3 Interest rate swap contracts 5.0 4.9 The fair values were measured using significant other observable inputs and valued by reference to similar financial instruments, adjusted for restrictions and other terms specific to each instrument. These financial instruments are categorized as Level 2 under the fair value hierarchy. The fair value of the liability for contingent consideration related to acquisitions was $5.4 million and $23.1 million at June 30, 2015 and December 31, 2014, respectively. The decrease in the fair value of the liability for contingent consideration was primarily due to a reduction in the probability of the achievement of a certain revenue-based milestone and payment in respect of the achievement of unrelated milestones. The fair value was measured using significant unobservable inputs and is categorized as Level 3 under the fair value hierarchy. Financial Instruments Not Measured at Fair Value The company maintains a $750 million five-year committed syndicated bank credit facility that expires in November 2019. The credit facility supports the company’s commercial paper program and can be used for general corporate purposes. The facility includes pricing based on the company’s long-term credit ratings and includes a financial covenant that limits the amount of total debt to total capitalization. At June 30, 2015 the company was in compliance with this covenant. There were no commercial paper borrowings outstanding at June 30, 2015. The fair value of commercial paper borrowings outstanding of $78.0 million at December 31, 2014 approximated the carrying value. The estimated fair value of long-term debt including current maturities and the effect of the related interest rate swap contract was approximately $1,469.9 million and $1,481.7 million at June 30, 2015 and December 31, 2014, respectively. The fair value was estimated using dealer quotes for similarly-rated debt instruments over the remaining contractual term of the company’s obligation and is categorized as Level 2 under the fair value hierarchy. Concentration Risk Accounts receivable balances include sales to government-supported healthcare systems outside the United States. The company monitors economic conditions and evaluates accounts receivable in certain countries for potential collection risks. Economic conditions and other factors in certain countries, particularly in Spain, Italy, Greece and Portugal, have resulted in, and may continue to result in, an increase in the average length of time that it takes to collect these accounts receivable and may require the company to re-evaluate the collectability of these receivables in future periods. At June 30, 2015, the company’s accounts receivable, net of allowances, from the national healthcare systems and private sector customers in these four countries was $52.8 million, of which $7.7 million was greater than 365 days past due. The company is closely monitoring recent economic developments in Greece, including its financial stability and creditworthiness. At June 30, 2015, total accounts receivable, net of allowances, from both the national healthcare system and private sector customers in Greece was $12.6 million, of which $6.3 million was greater than 365 days past due. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2015 | |
Inventories | 6. Inventories Inventories consisted of: June 30, December 31, (dollars in millions) Finished goods $ 213.2 $ 225.4 Work in process 28.2 23.5 Raw materials 142.2 127.3 $ 383.6 $ 376.2 |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Contingencies | 7. Contingencies In the ordinary course of business, the company is subject to various legal proceedings, investigations and claims, including, for example, environmental matters, employment disputes, disputes on agreements and other commercial disputes. In addition, the company operates in an industry susceptible to significant product liability and patent legal claims. The company accounts for estimated losses with respect to legal proceedings and claims when such losses are probable and reasonably estimable. If the estimate of a probable loss is a range and no amount within the range is more likely, the company accrues the minimum amount of the range. Legal costs associated with these matters are expensed as incurred. At any given time, in the ordinary course of business, the company is involved as either a plaintiff or defendant in a number of patent infringement actions. If a third party’s patent infringement claim were to be determined against the company, the company might be required to make significant royalty or other payments or might be subject to an injunction or other limitation on its ability to manufacture or distribute one or more products. If a patent owned by or licensed to the company is found to be invalid or unenforceable, the company might be required to reduce the value of certain intangible assets on the company’s balance sheet and to record a corresponding charge, which could be significant in amount. Many of the company’s legal proceedings and claims could have a material adverse effect on its business, results of operations, financial condition and/or liquidity. Product Liability Matters Hernia Product Claims As of July 1, 2015, approximately 45 federal and 40 state lawsuits involving individual claims by approximately 85 plaintiffs, as well as one putative class action in the United States, are currently pending against the company with respect to its Composix ® ® ® ® In June 2007, the Composix ® ® In June 2011, the company announced that it had reached agreements in principle with various plaintiffs’ law firms to settle the majority of its existing Hernia Product Claims. Each agreement was subject to certain conditions, including requirements for participation in the proposed settlements by a certain minimum number of plaintiffs. In addition, the company continues to engage in discussions with other plaintiffs’ law firms regarding potential resolution of unsettled Hernia Product Claims, and intends to vigorously defend Hernia Product Claims that do not settle, including through litigation. There are two trials currently scheduled in the second half of 2015. The company cannot give any assurances that the resolution of the Hernia Product Claims that have not settled, including asserted and unasserted claims and the putative class action lawsuit, will not have a material adverse effect on the company’s business, results of operations, financial condition and/or liquidity. Women’s Health Product Claims As of July 1, 2015, product liability lawsuits involving individual claims by approximately 15,260 plaintiffs have been filed against the company in various federal and state jurisdictions alleging personal injuries associated with the use of certain of the company’s surgical continence products for women. In addition, five putative class actions in the United States and five putative class actions in Canada have been filed against the company. In addition, a limited number of claims have been filed or asserted in various non-U.S. jurisdictions (all lawsuits, collectively, the “Women’s Health Product Claims”). The Women’s Health Product Claims generally seek damages for personal injury resulting from use of the products. The putative class actions, none of which has been certified, seek: (i) medical monitoring; (ii) compensatory damages; (iii) punitive damages; (iv) a judicial finding of defect and causation; and/or (v) attorneys’ fees. In April 2015, the Ontario Superior Court of Justice dismissed the plaintiffs’ motion for class certification in one Canadian putative class action. The plaintiffs may appeal this decision or may file an alternatives motion with the Ontario Superior Court to redefine the class. With respect to approximately half of the filed and asserted Women’s Health Product Claims, the company believes that two subsidiaries of Medtronic plc (as successor in interest to Covidien plc) (“Medtronic”), each a supplier of the company, have an obligation to defend and indemnify the company with respect to any product defect liability. As described below, in July 2015 the company reached an agreement with Medtronic regarding certain aspects of Medtronic’s indemnification obligation. In October 2010, the Women’s Health Product Claims involving solely Avaulta ® In December 2014, Medtronic filed a motion for leave to amend its answer in the underlying MDL for Women’s Health Product Claims to assert cross-claims against the company challenging the indemnification provisions of certain of their supply agreements with the company. In March 2015, the court granted Medtronic’s motion. On January 22, 2015, the company initiated litigation and/or arbitration seeking, among other things, declaratory relief under these supply agreements with Medtronic in three separate jurisdictions – New Jersey state court, the English High Court of Justice in London and Atlanta, Georgia. In July 2015, as part of the agreement noted above, Medtronic agreed to take responsibility for pursuing settlement of certain of the Women’s Health Product Claims that relate to products distributed by the company under supply agreements with Medtronic and the company agreed to pay Medtronic $121 million towards these potential settlements. The company also may, in its sole discretion, transfer responsibility for settlement of additional Women’s Health Product Claims to Medtronic on similar terms. The agreement does not resolve the dispute between the company and Medtronic with respect to Women’s Health Product Claims that do not settle, if any. As part of the agreement, Medtronic and the company agreed to dismiss without prejudice their pending litigation with respect to Medtronic’s obligation to defend and indemnify the company. The company does not believe that any verdicts entered to date are representative of potential outcomes of all Women’s Health Product Claims. The case numbers set forth above do not include approximately 815 generic complaints involving women’s health products where the company cannot, based on the allegations in the complaints, determine whether any of those cases involve the company’s women’s health products. In addition, the case numbers set forth above do not include approximately 1,555 claims that have been threatened against the company but for which complaints have not yet been filed. While the company continues to engage in discussions with other plaintiffs’ law firms regarding potential resolution of unsettled Women’s Health Product Claims and intends to vigorously defend the Women’s Health Product Claims that do not settle, including through litigation, it cannot give any assurances that the resolution of these claims will not have a material adverse effect on the company’s business, results of operations, financial condition and/or liquidity. Filter Product Claims As of July 1, 2015, product liability lawsuits involving individual claims by approximately 50 plaintiffs are currently pending against the company in various federal and state jurisdictions alleging personal injuries associated with the use of the company’s vena cava filter products (all lawsuits, collectively, the “Filter Product Claims”). The first Filter Product Claim trial was completed in June 2012 and resulted in a judgment for the company. During the second quarter of 2013, the company finalized settlement agreements with respect to more than 30 Filter Product Claims and made payments with respect to such claims within the amounts previously recorded by the company. The case numbers set forth above do not include approximately 145 claims that have been threatened against the company but for which complaints have not yet been filed. The company expects additional trials of Filter Product Claims to take place over the next 12 months. While the company intends to vigorously defend Filter Product Claims that do not settle, including through litigation, it cannot give any assurances that the resolution of these claims will not have a material adverse effect on the company’s business, results of operations, financial condition and/or liquidity. General In most product liability litigations (like those described above), plaintiffs allege a wide variety of claims, ranging from allegations of serious injury caused by the products to efforts to obtain compensation notwithstanding the absence of any injury. In many of these cases, the company has not yet received and reviewed complete information regarding the plaintiffs and their medical conditions and, consequently, is unable to fully evaluate the claims. The company expects that it will receive and review additional information regarding any remaining unsettled product liability matters. The company believes that some settlements and judgments, as well as some legal defense costs, relating to product liability matters are or may be covered in whole or in part under its product liability insurance policies with a limited number of insurance carriers, or, in some circumstances, indemnification obligations to the company from other parties. In certain circumstances, insurance carriers reserve their rights with respect to coverage, or contest or deny coverage, as has occurred with respect to certain claims. In addition, other parties may dispute their indemnification obligations to the company, as has occurred with respect to certain claims. When either of these occur, the company intends to vigorously contest disputes with respect to its insurance coverage or indemnification and to enforce its rights, and accordingly, will record expected recoveries with respect to amounts due under these policies or arrangements, when recovery is probable. Amounts recovered under the company’s product liability insurance policies or indemnification arrangements may be less than the stated coverage limits or less than otherwise expected and may not be adequate to cover damages and/or costs relating to claims. In addition, there is no guarantee that insurers or other parties will pay claims or that coverage or indemnity will be otherwise available. The company’s insurance coverage with respect to the Hernia Product Claims has been exhausted. The company continues to evaluate its available insurance coverage as it relates to Women’s Health Product Claims and Filter Product Claims. Other Legal Matters Since early 2013, the company has received subpoenas or Civil Investigative Demands from a number of State Attorneys General seeking information related to the sales and marketing of certain of the company’s products that are the subject of the Hernia Product Claims and the Women’s Health Product Claims. The company is cooperating with these requests. Since it is not feasible to predict the outcome of these proceedings, the company cannot give any assurances that the resolution of these proceedings will not have a material adverse effect on the company’s business, results of operations, financial condition and/or liquidity. In December 2007, a U.S. District Court jury in Arizona found that certain of Gore’s ePTFE vascular grafts and stent-grafts infringe the company’s patent number 6,436,135 (the “135 patent”). The jury upheld the validity of the company’s patent and awarded the company $185 million in past damages. The jury also found that Gore willfully infringed the patent. In a second phase of the trial, the District Court ruled that Gore failed to prove that the patent is unenforceable due to inequitable conduct. In March 2009, the District Court doubled the jury award to approximately $371 million for damages through June 2007. The District Court also awarded the company attorneys’ fees of $19 million and prejudgment interest of approximately $20 million. In addition, the District Court denied Gore’s remaining motions, including its motions for a new trial and to set aside the jury’s verdict. In July 2010, the District Court awarded the company approximately $109 million in additional damages for the period from July 2007 through March 2009. The District Court also assessed a royalty rate of between 12.5% and 20%, depending on the product, that is being used to calculate damages for Gore’s infringing sales from April 2009 through the expiration of the patent. Gore appealed this matter to the Court of Appeals for the Federal Circuit (the “Court of Appeals”), which on February 10, 2012 affirmed the decision of the District Court. Gore filed a petition with the Court of Appeals for a rehearing of its appeal. On June 14, 2012, the Court of Appeals reaffirmed its February 10, 2012 decision, including the ongoing royalty rates as set by the District Court, with the exception of the issue of willfulness with respect to Gore’s infringement of the 135 patent, which was remanded to the District Court for further consideration. On October 12, 2012, Gore filed a petition for a writ of certiorari to the U.S. Supreme Court requesting a review of the portion of the decision that the Court of Appeals reaffirmed. The U.S. Supreme Court denied Gore’s petition on January 14, 2013. On January 28, 2013, Gore filed with the District Court a Request for Judicial Notice that the U.S. Patent and Trademark Office (“USPTO”) granted Gore’s previously filed request for a re-examination of the 135 patent. On April 1, 2013, the USPTO issued a First Office Action initially rejecting all of the claims of the 135 patent that are the subject of the re-examination. On July 10, 2013, the USPTO issued a Notice of Intent to Issue an Ex Parte On remand of the action from the Court of Appeals, the District Court heard oral argument on June 5, 2013 on three motions pending before it – Gore’s motion requesting a determination that Gore’s infringement was not willful, Gore’s motion for a new trial, and the company’s motion to execute on the judgment with respect to all amounts other than enhanced damages due to willfulness. On October 16, 2013, the District Court denied Gore’s motion for entry of a judgment holding that Gore’s infringement was not willful and Gore’s motion for a new trial. The District Court granted the company’s motion to execute on the judgment, holding that all aspects of the judgment relating to infringement were “final and non-appealable.” The District Court continued its stay on the execution of the judgment with respect to willfulness and the related enhanced damages. On November 1, 2013, Gore paid to the company $894.3 million in cash the total amount of the compensatory damages for infringement, including pre- and post-judgment interest, and the royalties accrued through September 30, 2013. Gore expressly reserved its right to appeal from the District Court’s rulings and notified the company that, if successful on appeal, it would seek to recover the amounts paid to the company. On December 5, 2013, Gore filed an appeal in the Court of Appeals on all of the District Court’s rulings, including the order denying Gore’s motion for a new trial. On August 8, 2014, the Court of Appeals heard oral argument on Gore’s appeal of the District Court’s rulings. On January 13, 2015, the Court of Appeals affirmed the decision of the District Court regarding its determination that the company established standing and that the 135 patent was willfully infringed. On February 12, 2015, Gore filed a petition for rehearing en banc at the Court of Appeals on the issue of willfulness. On April 8, 2015, the Court of Appeals denied Gore’s petition for rehearing en banc on the issue of willfulness. The company filed a motion to execute on the judgment on the issue of willfulness, which was granted by the District Court on April 23, 2015. On May 1, 2015, Gore paid to the company $210.5 million in cash, representing the total amount of the enhanced damages awarded by the District Court due to Gore’s willfulness and an audit adjustment related to the payment of royalties through September 30, 2013. Amounts received from Gore in May 2015 and previously in November 2013 are referred to as the “Gore Proceeds”. On July 7, 2015, Gore filed a petition for a writ of certiorari to the U.S. Supreme Court requesting a review of the decision that the 135 patent was infringed. The company believes Gore’s petition is without merit. Whether or not the Supreme Court will accept such petition, and the timing of such decision, is not known. As of the third quarter of 2013, the company considered both the compensatory damages and the enhanced damages and the royalty awards to be contingent gains. In the fourth quarter of 2013, the company recorded a gain of $894.3 million ($557.4 million after tax) to other (income) expense, net, based on the District Court’s October 2013 rulings and the company’s receipt of the 2013 portion of the Gore Proceeds. In the second quarter of 2015, the company recorded a gain of $210.5 million ($131.7 million after tax) to other (income) expense, net, based on the District Court’s April 2015 ruling and the company’s receipt of the 2015 portion of the Gore Proceeds and an audit adjustment related to the payment of royalties through September 30, 2013. In April 2015, the company received $35.6 million of royalty payments from Gore representing Gore’s calculation of royalties for its infringing sales for the quarter ended March 31, 2015. This royalty payment and an audit adjustment of $1.3 million related to the payment of royalties from October 1, 2013 to March 31, 2015 were recorded to revenue in the second quarter of 2015. Royalty payments of $75.3 million were recorded to revenue for the six months ended June 30, 2015. The company has received cumulative proceeds from Gore of $1,331.9 million. The company has concluded that the chance of Gore establishing its right to recover any portion of the cumulative proceeds is remote. The timing of final resolution of this litigation remains uncertain. The company cannot give any assurances that royalties for Gore’s future infringing sales will remain at or near historical levels. In an unrelated matter, Gore filed suit in June 2011 in the U.S. District Court in Delaware alleging the company had infringed on several of Gore’s patents. Fact and expert discovery have been completed and in the fourth quarter of 2014, the parties both filed a number of motions, including motions for summary judgment. Oral arguments on the motions occurred on January 30, 2015. In June 2015, the Magistrate Judge of the Delaware District Court issued a preliminary ruling on three of these motions, granting the company’s motion for summary judgment on non-infringement of one of Gore’s patents and denying the company’s motions for summary judgment for patent invalidity due to the patents being indefinite and to exclude expert testimony of Gore’s technical expert. The rulings remain subject to the final approval of the Delaware District Court. The company intends to vigorously defend the allegations asserted by Gore. The company cannot give any assurances that an adverse resolution of this matter will not have a material adverse effect on the company’s business, results of operations, financial condition and/or liquidity. The company is subject to numerous federal, state, local and foreign environmental protection laws governing, among other things, the generation, storage, use and transportation of hazardous materials and emissions or discharges into the ground, air or water. The company is or may become a party to proceedings brought under various federal laws including the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), commonly known as Superfund, the Resource Conservation and Recovery Act, the Clean Water Act, the Clean Air Act and similar state or foreign laws. These proceedings seek to require the owners or operators of contaminated sites, transporters of hazardous materials to the sites and generators of hazardous materials disposed of at the sites to clean up the sites or to reimburse the government for cleanup costs. In most cases, there are other potentially responsible parties that may be liable for remediation costs. In these cases, the government alleges that the defendants are jointly and severally liable for the cleanup costs; however, these proceedings are frequently resolved so that the allocation of cleanup costs among the parties more closely reflects the relative contributions of the parties to the site contamination. The company’s potential liability varies greatly from site to site. For some sites, the potential liability is de minimis and for others the costs of cleanup have not yet been determined. Accruals for estimated losses from environmental remediation obligations generally are recognized no later than completion of the remedial feasibility study and are adjusted as further information develops or circumstances change. Costs of future expenditures for environmental remediation obligations are not discounted to their present value. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable. The company believes that the proceedings and claims described above will likely be resolved over an extended period of time. While it is not feasible to predict the outcome of these proceedings, based upon the company’s experience, current information and applicable law, the company does not expect these proceedings to have a material adverse effect on its financial condition and/or liquidity. However, one or more of the proceedings could be material to the company’s business and/or results of operations. Litigation Reserves The company regularly monitors and evaluates the status of product liability and other legal matters, and may, from time-to-time, engage in settlement and mediation discussions taking into consideration developments in the matters and the risks and uncertainties surrounding litigation. These discussions could result in settlements of one or more of these claims at any time. In the second quarter of 2013, the company recorded a charge, net of estimated recoveries to other (income) expense, net, of approximately $293.0 million ($276.0 million after tax) related to certain of the product liability matters discussed above under the heading “Product Liability Matters”. The company recorded this charge after evaluating these matters based on information then currently available, including but not limited to: the allegations and documentation supporting or refuting such allegations; publicly available information regarding similar medical device mass tort settlements; historical information regarding other product liability settlements involving the company; and the procedural posture and stage of litigation. In the fourth quarter of 2013, based on information then available regarding these and other factors, including but not limited to: the increase in the number of claims; the estimate of unasserted claims; the settlement of claims both by the company and by other manufacturers subject to product liability claims with respect to similar products; and settlements subject to negotiation during the quarter, the company recorded an additional charge, net of estimated recoveries, of approximately $108.0 million ($92.0 million after tax). In the second quarter of 2014, the company recorded an additional charge related to these matters, net of estimated recoveries to other (income) expense, net, of approximately $259.0 million ($238.0 million after tax). The company recorded this charge based on additional information obtained during the quarter, including with respect to the factors noted above. Specifically, the company considered its discussions with plaintiffs’ counsel, the increase in the rate of claims being filed (which led the company to increase its estimate of unasserted claims), and the value, number of cases and nature of the inventory of cases with respect to the recent settlements of claims by the company and other manufacturers. In the second quarter of 2015, the company recorded an additional charge related to these matters, net of estimated recoveries to other (income) expense, net, of approximately $337.0 million ($325.0 million after tax). The company recorded this charge based on additional information obtained during the quarter, including with respect to the factors noted above. Specifically the company considered the agreement and the agreement in principle by the company to settle more than 2,800 filed or asserted Women’s Health Product Claims, the involvement of the Special Master in settlement resolution, additional settlements by other manufacturers subject to product liability claims with respect to similar products, and the continued rate of claims being filed (which led the company to increase its estimate of unasserted claims). These charges recognized the estimated costs for the product liability matters discussed above, including (with respect to such matters) asserted and unasserted claims, and costs to administer the settlements related to such matters. These charges exclude any costs associated with the putative class action lawsuits in the United States. The company cannot give any assurances that the actual costs incurred with respect to these product liability matters will not exceed the related amounts accrued. With respect to product liability claims that are not resolved through settlement, the company intends to vigorously defend against such claims, including through litigation. The company cannot give any assurances that the resolution of any of its product liability matters, including asserted and unasserted claims and the putative class action lawsuits, will not have a material adverse effect on the company’s business, results of operations, financial condition and/or liquidity. Accruals for product liability and other legal matters amounted to $1,139.0 million, of which $445.7 million was recorded to accrued expenses, and $1,041.5 million, of which $101.7 million was recorded to accrued expenses, at June 30, 2015 and December 31, 2014, respectively. The company has made total payments of $249.5 million to qualified settlement funds (“QSFs”), subject to certain settlement conditions, for certain product liability matters. No payments were made to QSFs during the six months ended June 30, 2015. Payments to QSFs are recorded as a component of restricted cash. Total payments of $234.1 million from these QSFs have been made to qualified claimants, of which $32.1 million were made during the six months ended June 30, 2015. In addition, other payments of $54.2 million have been made to qualified claimants, of which $13.5 million were made during the six months ended June 30, 2015. The company recorded expected recoveries related to product liability matters amounting to $174.7 million, of which $155.2 million was recorded to other assets, and $379.3 million, of which $358.9 million was recorded to other assets, at June 30, 2015 and December 31, 2014, respectively. A substantial amount of these recoveries at December 31, 2014 were the subject of a dispute with Medtronic, which had contested, at least in part, its obligation to defend and indemnify the company. The decrease in expected recoveries is primarily due to the agreement with Medtronic entered into in July 2015 regarding certain aspects of Medtronic’s indemnification obligation. The terms of the company’s agreement with Medtronic are substantially consistent with the assumptions underlying, and the manner in which, the company has recorded expected recoveries related to the indemnification obligation. The expected recoveries at June 30, 2015 related to the indemnification obligation are not in dispute with respect to claims that Medtronic settles pursuant to the agreement. As described above, the agreement does not resolve the dispute between the company and Medtronic with respect to Women’s Health Product Claims that do not settle, if any, and the company also may, in its sole discretion, transfer responsibility for settlement of additional Women’s Health Product Claims to Medtronic on similar terms. The company had previously engaged outside counsel to evaluate the company’s rights with respect to Medtronic’s indemnification obligation, and outside counsel issued a legal opinion supporting the company’s belief regarding Medtronic’s obligation to defend and indemnify the company for product defect claims with respect to the products manufactured by Medtronic that are the subject of the Women’s Health Product Claims. After considering the following factors (as appropriate): the nature of the claims; relevant contracts; relevant factual and legal issues; the advice and judgment of outside legal counsel, including a legal opinion; the agreement with Medtronic; the creditworthiness of Medtronic; and other pertinent factors, as of June 30, 2015, the company believed that these expected recoveries were probable and therefore have been recorded as an asset. The company is unable to estimate the reasonably possible losses or range of losses, if any, arising from certain existing product liability matters and other legal matters. Under U.S. generally accepted accounting principles, an event is “reasonably possible” if “the chance of the future event or events occurring is more than remote but less than likely” and an event is “remote” if “the chance of the future event or events occurring is slight”. With respect to putative class action lawsuits in the United States relating to product liability matters, the company is unable to estimate a range of reasonably possible losses for the following reasons: (i) all or certain of the proceedings are in early stages; (ii) the company has not received and reviewed complete information regarding all or certain of the plaintiffs and their medical conditions; and/or (iii) there are significant factual issues to be resolved. In addition, there is uncertainty as to the likelihood of a class being certified or the ultimate size of the class. In addition, with respect to the Civil Investigative Demands from a number of State Attorneys General, the company is unable to estimate a range of reasonably possible losses for the following reasons: (i) all or certain of the proceedings are in early stages; and/or (ii) there are significant factual issues to be resolved. |
Share-Based Compensation Plans
Share-Based Compensation Plans | 6 Months Ended |
Jun. 30, 2015 | |
Share-Based Compensation Plans | 8. Share-Based Compensation Plans The company may grant a variety of share-based payments under the 2012 Long Term Incentive Plan of C. R. Bard, Inc., as amended and restated (the “LTIP”) and the 2005 Directors’ Stock Award Plan of C. R. Bard, Inc., as amended and restated (the “Directors’ Plan”) to certain directors, officers and employees. At the company’s Annual Meeting of Shareholders on April 15, 2015, the shareholders authorized an additional 1,500,000 shares for issuance under the LTIP. The total number of remaining shares at June 30, 2015 that may be issued under the LTIP was 6,290,425 and under the Directors’ Plan was 31,462. Awards under the LTIP may be in the form of stock options, stock appreciation rights, limited stock appreciation rights, restricted stock, unrestricted stock and other stock-based awards. Awards under the Directors’ Plan may be in the form of stock awards, stock options or stock appreciation rights. The company also has two employee stock purchase programs. For the quarters ended June 30, 2015 and 2014, amounts charged against income for share-based payment arrangements were $21.1 million and $17.2 million, respectively. For the six months ended June 30, 2015 and 2014, amounts charged against income for share-based payment arrangements were $44.1 million and $36.7 million, respectively. In the first quarter of each of 2015 and 2014, the company granted performance restricted stock units to certain officers. These units have requisite service periods of three years and have no dividend rights. The actual payout of these units varies based on the company’s performance over the three-year period based on pre-established targets over the period and a market condition modifier based on total shareholder return (“TSR”) compared to an industry peer group. The actual payout under these awards may exceed an officer’s target payout; however, compensation cost initially recognized assumes that the target payout level will be achieved and may be adjusted for subsequent changes in the expected outcome of the performance-related condition. The fair values of these units are based on the market price of the company’s stock on the date of the grant and use a Monte Carlo simulation model for the TSR component. The fair values of the TSR components of the 2015 and 2014 grants were estimated based on the following assumptions: risk-free interest rate of 0.86% and 0.70%, respectively; dividend yield of 0.51% and 0.62%, respectively; and expected life of 2.78 and 2.88 years, respectively. As of June 30, 2015, there were $100.9 million of unrecognized compensation expenses related to share-based payment arrangements. These costs are expected to be recognized over a weighted-average period of approximately three years. The company has sufficient shares to satisfy expected share-based payment arrangements in 2015. |
Pension Plans
Pension Plans | 6 Months Ended |
Jun. 30, 2015 | |
Pension Plans | 9. Pension Plans The company has both tax-qualified and nonqualified, noncontributory defined benefit pension plans, that together cover certain domestic and foreign employees. These plans provide benefits based upon a participant’s compensation and years of service. The components of net periodic pension cost are as follows: Quarter Ended Six Months Ended 2015 2014 2015 2014 (dollars in millions) Service cost, net of employee contributions $ 7.5 $ 6.8 $ 15.0 $ 13.5 Interest cost 4.9 5.2 9.9 10.5 Expected return on plan assets (7.8 ) (6.8 ) (15.6 ) (13.6 ) Amortization 2.9 2.5 5.8 4.9 Net periodic pension cost $ 7.5 $ 7.7 $ 15.1 $ 15.3 |
Shareholders' Investment
Shareholders' Investment | 6 Months Ended |
Jun. 30, 2015 | |
Shareholders' Investment | 10. Shareholders’ Investment The company repurchased approximately 1.4 million shares of common stock for $236.6 million in the six months ended June 30, 2015 under its previously announced share repurchase authorizations. Other Comprehensive Income (Loss) The changes in accumulated other comprehensive income (loss) by component are as follows: Derivative Foreign Currency Benefit Total (dollars in millions) Balance at December 31, 2013 $ — $ 47.3 $ (68.2 ) $ (20.9 ) Other comprehensive income (loss) before reclassifications 1.6 3.4 — 5.0 Tax (provision) benefit related to other comprehensive income (loss) before reclassifications (a) 0.4 — — 0.4 Other comprehensive income (loss) before reclassifications, net of taxes 2.0 3.4 — 5.4 Amounts reclassified from accumulated other comprehensive income (loss) 0.2 (b) — 4.9 (c) 5.1 Tax provision (benefit) related to amounts reclassified from accumulated other comprehensive income (loss) (0.5 ) — (1.7 ) (2.2 ) Reclassifications, net of tax (0.3 ) — 3.2 2.9 Other comprehensive income (loss) 1.7 3.4 3.2 8.3 Balance at June 30, 2014 $ 1.7 $ 50.7 $ (65.0 ) $ (12.6 ) Balance at December 31, 2014 $ 0.9 $ (3.1 ) $ (86.6 ) $ (88.8 ) Other comprehensive income (loss) before reclassifications 10.0 (64.6 ) — (54.6 ) Tax (provision) benefit related to other comprehensive income (loss) before reclassifications (a) (2.4 ) — — (2.4 ) Other comprehensive income (loss) before reclassifications, net of taxes 7.6 (64.6 ) — (57.0 ) Amounts reclassified from accumulated other comprehensive income (loss) (5.1 ) (b) — 5.8 (c) 0.7 Tax provision (benefit) related to amounts reclassified from accumulated other comprehensive income (loss) 1.4 — (2.0 ) (0.6 ) Reclassifications, net of tax (3.7 ) — 3.8 0.1 Other comprehensive income (loss) 3.9 (64.6 ) 3.8 (56.9 ) Balance at June 30, 2015 $ 4.8 $ (67.7 ) $ (82.8 ) $ (145.7 ) (a) Income taxes are not provided for foreign currency translation adjustment. (b) See Note 5 of the notes to condensed consolidated financial statements. (c) These components are included in the computation of net periodic pension cost. See Note 9 of the notes to condensed consolidated financial statements. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Information | 11. Segment Information The company’s management considers its business to be a single segment entity – the manufacture and sale of medical devices. The company’s products generally share similar distribution channels and customers. The company designs, develops, manufactures, packages, distributes and sells medical, surgical, diagnostic and patient care devices. The company sells a broad range of products to hospitals, individual healthcare professionals, extended care health facilities and alternate site facilities on a global basis. In general, the company’s products are intended to be used once and then discarded or either temporarily or permanently implanted. The company’s chief operating decision makers evaluate their various global product portfolios on a net sales basis and generally evaluate profitability and associated investment on an enterprise-wide basis due to shared geographic infrastructures. Net sales based on the location of external customers by geographic region are: Quarter Ended Six Months Ended 2015 2014 2015 2014 (dollars in millions) United States $ 592.0 $ 555.1 $ 1,166.1 $ 1,106.5 Europe 108.8 126.4 215.2 246.5 Japan 43.2 42.3 84.2 81.2 Other 115.8 103.3 214.0 192.2 $ 859.8 $ 827.1 $ 1,679.5 $ 1,626.4 Total net sales by product group category are: Quarter Ended Six Months Ended 2015 2014 2015 2014 (dollars in millions) Vascular $ 248.6 $ 233.0 $ 480.5 $ 452.2 Urology 209.2 207.1 414.8 408.5 Oncology 235.2 224.7 459.8 443.7 Surgical Specialties 143.8 139.3 279.7 274.5 Other 23.0 23.0 44.7 47.5 $ 859.8 $ 827.1 $ 1,679.5 $ 1,626.4 |
Earnings per Common Share (Tabl
Earnings per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share Computation | Earnings per share (“EPS”) is computed under the two-class method using the following common share information: Quarter Ended June 30, Six Months 2015 2014 2015 2014 (dollars and shares in millions) EPS Numerator: Net (loss) income $ (54.7 ) $ (119.4 ) $ 85.1 $ 29.0 Less: Income allocated to participating securities — — 1.2 0.4 Net (loss) income available to common shareholders $ (54.7 ) $ (119.4 ) $ 83.9 $ 28.6 EPS Denominator: Weighted average common shares outstanding 74.2 75.1 74.3 76.0 Dilutive common share equivalents from share-based compensation plans — — 1.4 1.5 Weighted average common and common equivalent shares outstanding, assuming dilution 74.2 75.1 75.7 77.5 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Location and Fair Value of Derivative Instruments Designated as Hedging Instruments | The location and fair value of derivative instruments that are designated as hedging instruments recognized in the condensed consolidated balance sheets are as follows: Balance Sheet Location Fair Value of Derivatives Derivatives Designated as Hedging Instruments June 30, 2015 December 31, (dollars in millions) Forward currency contracts Other current assets $ 1.9 $ 1.9 Option currency contracts Other current assets 12.4 9.3 Interest rate swap contracts Other current assets 5.0 — Forward currency contracts Other assets 0.2 — Option currency contracts Other assets 1.9 — Interest rate swap contracts Other assets — 4.9 $ 21.4 $ 16.1 Forward currency contracts Accrued expenses $ 5.3 $ 6.6 Forward currency contracts Other long-term liabilities 0.5 — $ 5.8 $ 6.6 |
Location and Amounts of Gains and Losses on Derivative Instruments Designated as Cash Flow Hedges | The location and amounts of gains and losses on derivative instruments designated as cash flow hedges and the impact on shareholders’ investment are as follows: Gain/(Loss) Recognized in Other Comprehensive Income (Loss) Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Gain/(Loss) Reclassified Quarter Ended Quarter Ended 2015 2014 2015 2014 (dollars in millions) Forward currency contracts $ (1.9 ) $ 0.6 Cost of goods sold $ (0.2 ) $ 0.2 Option currency contracts 1.4 0.6 Cost of goods sold 3.4 (0.4 ) Interest rate swap contract 10.1 — Interest expense — — $ 9.6 $ 1.2 $ 3.2 $ (0.2 ) Gain/(Loss) Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Gain/(Loss) Reclassified Six Months Ended Six Months Ended 2015 2014 2015 2014 (dollars in millions) Forward currency contracts $ (1.8 ) $ 0.9 Cost of goods sold $ 0.6 $ 0.8 Option currency contracts 10.4 — Cost of goods sold 4.5 (1.0 ) Interest rate swap contract 2.2 — Interest expense — — $ 10.8 $ 0.9 $ 5.1 $ (0.2 ) |
Location and Amounts of Gains and Losses on Derivative Instrument Designated as Fair Value Hedge | The location and amounts of gains and losses on the derivative instrument designated as a fair value hedge are as follows: Location in (Loss) Recognized on Swap Gain Recognized on Debt Quarter Ended June 30, Six Months Ended June 30, Quarter Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 2015 2014 2015 2014 (dollars in millions) Interest rate swap contract Interest expense $ (1.1 ) $ (0.9 ) $ (2.1 ) $ (1.9 ) $ 1.1 $ 0.9 $ 2.1 $ 1.9 |
Financial Instrument Assets and (Liabilities) Measured at Fair Value on Recurring Basis | The following table summarizes certain financial instrument assets and (liabilities) measured at fair value on a recurring basis: June 30, December 31, (dollars in millions) Forward currency contracts $ (3.7 ) $ (4.7 ) Option currency contracts 14.3 9.3 Interest rate swap contracts 5.0 4.9 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventories | Inventories consisted of: June 30, December 31, (dollars in millions) Finished goods $ 213.2 $ 225.4 Work in process 28.2 23.5 Raw materials 142.2 127.3 $ 383.6 $ 376.2 |
Pension Plans (Tables)
Pension Plans (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Components of Net Periodic Pension Cost | The components of net periodic pension cost are as follows: Quarter Ended Six Months Ended 2015 2014 2015 2014 (dollars in millions) Service cost, net of employee contributions $ 7.5 $ 6.8 $ 15.0 $ 13.5 Interest cost 4.9 5.2 9.9 10.5 Expected return on plan assets (7.8 ) (6.8 ) (15.6 ) (13.6 ) Amortization 2.9 2.5 5.8 4.9 Net periodic pension cost $ 7.5 $ 7.7 $ 15.1 $ 15.3 |
Shareholders' Investment (Table
Shareholders' Investment (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Changes in Accumulated Other Comprehensive Income (Loss) by Component | The changes in accumulated other comprehensive income (loss) by component are as follows: Derivative Foreign Currency Benefit Total (dollars in millions) Balance at December 31, 2013 $ — $ 47.3 $ (68.2 ) $ (20.9 ) Other comprehensive income (loss) before reclassifications 1.6 3.4 — 5.0 Tax (provision) benefit related to other comprehensive income (loss) before reclassifications (a) 0.4 — — 0.4 Other comprehensive income (loss) before reclassifications, net of taxes 2.0 3.4 — 5.4 Amounts reclassified from accumulated other comprehensive income (loss) 0.2 (b) — 4.9 (c) 5.1 Tax provision (benefit) related to amounts reclassified from accumulated other comprehensive income (loss) (0.5 ) — (1.7 ) (2.2 ) Reclassifications, net of tax (0.3 ) — 3.2 2.9 Other comprehensive income (loss) 1.7 3.4 3.2 8.3 Balance at June 30, 2014 $ 1.7 $ 50.7 $ (65.0 ) $ (12.6 ) Balance at December 31, 2014 $ 0.9 $ (3.1 ) $ (86.6 ) $ (88.8 ) Other comprehensive income (loss) before reclassifications 10.0 (64.6 ) — (54.6 ) Tax (provision) benefit related to other comprehensive income (loss) before reclassifications (a) (2.4 ) — — (2.4 ) Other comprehensive income (loss) before reclassifications, net of taxes 7.6 (64.6 ) — (57.0 ) Amounts reclassified from accumulated other comprehensive income (loss) (5.1 ) (b) — 5.8 (c) 0.7 Tax provision (benefit) related to amounts reclassified from accumulated other comprehensive income (loss) 1.4 — (2.0 ) (0.6 ) Reclassifications, net of tax (3.7 ) — 3.8 0.1 Other comprehensive income (loss) 3.9 (64.6 ) 3.8 (56.9 ) Balance at June 30, 2015 $ 4.8 $ (67.7 ) $ (82.8 ) $ (145.7 ) (a) Income taxes are not provided for foreign currency translation adjustment. (b) See Note 5 of the notes to condensed consolidated financial statements. (c) These components are included in the computation of net periodic pension cost. See Note 9 of the notes to condensed consolidated financial statements. |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Net Sales Based on Location of External Customers by Geographic Region | Net sales based on the location of external customers by geographic region are: Quarter Ended Six Months Ended 2015 2014 2015 2014 (dollars in millions) United States $ 592.0 $ 555.1 $ 1,166.1 $ 1,106.5 Europe 108.8 126.4 215.2 246.5 Japan 43.2 42.3 84.2 81.2 Other 115.8 103.3 214.0 192.2 $ 859.8 $ 827.1 $ 1,679.5 $ 1,626.4 |
Total Net Sales by Product Group Category | Total net sales by product group category are: Quarter Ended Six Months Ended 2015 2014 2015 2014 (dollars in millions) Vascular $ 248.6 $ 233.0 $ 480.5 $ 452.2 Urology 209.2 207.1 414.8 408.5 Oncology 235.2 224.7 459.8 443.7 Surgical Specialties 143.8 139.3 279.7 274.5 Other 23.0 23.0 44.7 47.5 $ 859.8 $ 827.1 $ 1,679.5 $ 1,626.4 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) - Jul. 01, 2015 - Vascular Pathways Inc - Subsequent Event - USD ($) $ in Millions | Total |
Business Acquisition [Line Items] | |
Business acquisition, purchase consideration cash payment | $ 89.9 |
Business acquisition, maximum future contingent payments | $ 15 |
Earnings Per Share Computation
Earnings Per Share Computation (Detail) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net (loss) income | $ (54.7) | $ (119.4) | $ 85.1 | $ 29 |
Less: Income allocated to participating securities | 0 | 0 | 1.2 | 0.4 |
Net (loss) income available to common shareholders | $ (54.7) | $ (119.4) | $ 83.9 | $ 28.6 |
Weighted average common shares outstanding | 74.2 | 75.1 | 74.3 | 76 |
Dilutive common share equivalents from share-based compensation plans | 0 | 0 | 1.4 | 1.5 |
Weighted average common and common equivalent shares outstanding, assuming dilution | 74.2 | 75.1 | 75.7 | 77.5 |
Earnings per Common Share - Add
Earnings per Common Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common share equivalents not included in computation of diluted weighted average shares outstanding | 1.3 | 1.5 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | |
Income Tax [Line Items] | |||
Income tax examination, increase (decrease) in liability from prior year | $ 10.9 | ||
Unrecognized tax benefits related to federal, state and foreign taxes | $ 34.6 | $ 36.1 | |
Unrecognized tax benefits that would impact effective tax rate | 29.9 | ||
Accrued interest | 3.5 | $ 2.9 | |
Decrease in unrecognized tax benefits within the next 12 months | $ 9.3 | ||
Number of months unrecognized tax benefits may decrease | 12 months |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) | 6 Months Ended | |
Jun. 30, 2015USD ($)Country | Dec. 31, 2014USD ($) | |
Commercial Paper | ||
Derivative [Line Items] | ||
Commercial paper borrowings outstanding | $ 0 | $ 78,000,000 |
Five Year Credit Facility Expiring In November 2019 | ||
Derivative [Line Items] | ||
Line of credit facility, borrowing capacity | $ 750,000,000 | |
Line of credit facility, expiration date | 2019-11 | |
Line of credit facility, term, in years | 5 years | |
National Healthcare Systems and Private Sector Customers | ||
Derivative [Line Items] | ||
Accounts receivable, net | $ 52,800,000 | |
Accounts receivable greater than 365 days past due | $ 7,700,000 | |
The number of countries in Europe in which certain collection risks exist | Country | 4 | |
National Healthcare Systems and Private Sector Customers | Greece | ||
Derivative [Line Items] | ||
Accounts receivable, net | $ 12,600,000 | |
Accounts receivable greater than 365 days past due | 6,300,000 | |
Fair Value, Inputs, Level 3 | Fair Value, Measurements, Recurring | ||
Derivative [Line Items] | ||
Fair value of contingent consideration | 5,400,000 | 23,100,000 |
Fair Value, Inputs, Level 2 | ||
Derivative [Line Items] | ||
Fair value of long-term debt including current maturities and the effects of the related interest rate swap contract | 1,469,900,000 | 1,481,700,000 |
Foreign Exchange Contract | ||
Derivative [Line Items] | ||
Notional value of derivative contracts | 285,300,000 | $ 191,100,000 |
Interest rate swap contract | ||
Derivative [Line Items] | ||
Notional value of derivative contracts | $ 250,000,000 | |
Fixed-rate notes due date | 2,016 | |
Fixed-rate notes interest percentage | 2.875% | |
Forward Starting Interest Rate Swaps | ||
Derivative [Line Items] | ||
Notional value of derivative contracts | $ 250,000,000 | |
Derivative termination date | 2016-05 |
Location and Fair Value of Deri
Location and Fair Value of Derivative Instruments Designated as Hedging Instruments (Detail) - Derivatives Designated as Hedging Instruments - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative assets | $ 21.4 | $ 16.1 |
Fair value of derivative liability | 5.8 | 6.6 |
Forward currency contracts | Other Current Assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative assets | 1.9 | 1.9 |
Forward currency contracts | Other Assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative assets | 0.2 | 0 |
Forward currency contracts | Accrued Expenses | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative liability | 5.3 | 6.6 |
Forward currency contracts | Other Long-term Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative liability | 0.5 | 0 |
Option currency contracts | Other Current Assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative assets | 12.4 | 9.3 |
Option currency contracts | Other Assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative assets | 1.9 | 0 |
Interest rate swap contract | Other Current Assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative assets | 5 | 0 |
Interest rate swap contract | Other Assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative assets | $ 0 | $ 4.9 |
Location and Amounts of Gains a
Location and Amounts of Gains and Losses on Derivative Instruments Designated as Cash Flow Hedges (Detail) - Cash flow hedges - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain/(Loss) Recognized in Other Comprehensive Income (Loss) | $ 9.6 | $ 1.2 | $ 10.8 | $ 0.9 |
Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income | 3.2 | (0.2) | 5.1 | (0.2) |
Forward currency contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain/(Loss) Recognized in Other Comprehensive Income (Loss) | (1.9) | 0.6 | (1.8) | 0.9 |
Forward currency contracts | Cost of Goods Sold | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income | (0.2) | 0.2 | 0.6 | 0.8 |
Option currency contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain/(Loss) Recognized in Other Comprehensive Income (Loss) | 1.4 | 0.6 | 10.4 | 0 |
Option currency contracts | Cost of Goods Sold | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income | 3.4 | (0.4) | 4.5 | (1) |
Interest rate swap contract | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain/(Loss) Recognized in Other Comprehensive Income (Loss) | 10.1 | 0 | 2.2 | 0 |
Interest rate swap contract | Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income | $ 0 | $ 0 | $ 0 | $ 0 |
Location and Amounts of Gains31
Location and Amounts of Gains and Losses on Derivative Instrument Designated as Fair Value Hedge (Detail) - Interest rate swap contract - Interest Expense - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Loss Recognized on Swap | $ (1.1) | $ (0.9) | $ (2.1) | $ (1.9) |
Gain Recognized on Long-Term Debt | $ 1.1 | $ 0.9 | $ 2.1 | $ 1.9 |
Financial Instrument Assets and
Financial Instrument Assets and (Liabilities) Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - Fair Value, Inputs, Level 2 - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Forward currency contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial instrument assets and (liabilities) measured at fair value | $ (3.7) | $ (4.7) |
Option currency contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial instrument assets and (liabilities) measured at fair value | 14.3 | 9.3 |
Interest rate swap contract | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial instrument assets and (liabilities) measured at fair value | $ 5 | $ 4.9 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Finished goods | $ 213.2 | $ 225.4 |
Work in process | 28.2 | 23.5 |
Raw materials | 142.2 | 127.3 |
Inventory, net, total | $ 383.6 | $ 376.2 |
Contingencies - Additional Info
Contingencies - Additional Information (Detail) | Jul. 24, 2015LegalMatter | Jul. 01, 2015LegalMatterPlaintiffClaim | May. 01, 2015USD ($) | Nov. 01, 2013USD ($) | Jul. 31, 2015USD ($) | Jun. 30, 2015USD ($)LegalMatter | Apr. 30, 2015USD ($)LegalMatter | Feb. 28, 2015 | Apr. 24, 2014LegalMatter | Jul. 31, 2013USD ($) | Jul. 31, 2012USD ($) | Jun. 30, 2007LegalMatter | Jun. 30, 2015USD ($) | Sep. 30, 2014LegalMatterPlaintiff | Jun. 30, 2014USD ($)LegalMatterPlaintiffClaim | Dec. 31, 2013USD ($) | Sep. 30, 2013Claim | Jun. 30, 2013USD ($)LegalMatter | Jun. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Jul. 31, 2014LegalMatter | Jan. 16, 2014LegalMatter | Jul. 31, 2010USD ($) | Mar. 31, 2009USD ($) | Dec. 31, 2007USD ($) |
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Product claims, charges incurred after tax | $ 325,000,000 | $ 238,000,000 | $ 92,000,000 | $ 276,000,000 | |||||||||||||||||||||||
Accruals for product liability and other legal matters | $ 1,139,000,000 | 1,139,000,000 | $ 1,139,000,000 | $ 1,139,000,000 | $ 1,139,000,000 | $ 1,041,500,000 | |||||||||||||||||||||
Payments to qualified settlement fund | 0 | 249,500,000 | |||||||||||||||||||||||||
Payments to qualified claimants from qualified settlement funds | 32,100,000 | 234,100,000 | |||||||||||||||||||||||||
Other payments to qualified claimants from qualified settlement funds | 13,500,000 | 54,200,000 | |||||||||||||||||||||||||
Total Receivables Related to Product Liability Matters | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Receivables related to product liability matters | 174,700,000 | 174,700,000 | 174,700,000 | 174,700,000 | 174,700,000 | 379,300,000 | |||||||||||||||||||||
Accrued Expenses | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Accruals for product liability and other legal matters, accrued expenses | 445,700,000 | 445,700,000 | 445,700,000 | 445,700,000 | 445,700,000 | 101,700,000 | |||||||||||||||||||||
Other Assets | Receivables Related to Product Liability Matters | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Receivables related to product liability matters | $ 155,200,000 | 155,200,000 | 155,200,000 | 155,200,000 | $ 155,200,000 | $ 358,900,000 | |||||||||||||||||||||
W. L. Gore | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
U. S. District Court award for damages | $ 109,000,000 | $ 371,000,000 | $ 185,000,000 | ||||||||||||||||||||||||
Litigation judgment or settlement, amount | $ 210,500,000 | $ 894,300,000 | |||||||||||||||||||||||||
Gain (loss) related to litigation judgment or settlement, after tax | 131,700,000 | 557,400,000 | |||||||||||||||||||||||||
Cumulative litigation settlement amount | $ 1,331,900,000 | ||||||||||||||||||||||||||
Litigation related royalty revenue | $ 35,600,000 | 1,300,000 | $ 75,300,000 | ||||||||||||||||||||||||
W. L. Gore | Attorney Fees | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
U. S. District Court award for damages | 19,000,000 | ||||||||||||||||||||||||||
W. L. Gore | Prejudgment Interest | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
U. S. District Court award for damages | $ 20,000,000 | ||||||||||||||||||||||||||
W. L. Gore | Minimum | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Court-assessed royalty rate | 12.50% | ||||||||||||||||||||||||||
W. L. Gore | Maximum | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Court-assessed royalty rate | 20.00% | ||||||||||||||||||||||||||
Other Nonoperating Income (Expense) | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Product claims, charges incurred before taxes | 337,000,000 | $ 259,000,000 | 108,000,000 | $ 293,000,000 | |||||||||||||||||||||||
Other Nonoperating Income (Expense) | W. L. Gore | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Gain (loss) related to litigation judgment or settlement | $ 210,500,000 | $ 894,300,000 | |||||||||||||||||||||||||
Hernia Product Claims | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of multidistrict litigations | LegalMatter | 1 | ||||||||||||||||||||||||||
Hernia Product Claims | Canada | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of putative class actions settled | LegalMatter | 3 | ||||||||||||||||||||||||||
Hernia Product Claims | Subsequent Event | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of individual plaintiffs | Plaintiff | 85 | ||||||||||||||||||||||||||
Number of cases currently scheduled | LegalMatter | 2 | ||||||||||||||||||||||||||
Hernia Product Claims | Subsequent Event | United States | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of putative class actions | LegalMatter | 1 | ||||||||||||||||||||||||||
Hernia Product Claims | Subsequent Event | Federal Law Claims | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of lawsuits | LegalMatter | 45 | ||||||||||||||||||||||||||
Hernia Product Claims | Subsequent Event | State Law Claims | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of lawsuits | LegalMatter | 40 | ||||||||||||||||||||||||||
Hernia Product Claims | Superior Court of State of Rhode Island | Subsequent Event | State Law Claims | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of lawsuits | LegalMatter | 25 | ||||||||||||||||||||||||||
Number of individual plaintiffs | Plaintiff | 25 | ||||||||||||||||||||||||||
Women's Health Product Claims | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of plaintiffs law firms in settlement agreement | Plaintiff | 1 | 2 | |||||||||||||||||||||||||
Number of claims in settlement agreement | LegalMatter | 25 | ||||||||||||||||||||||||||
Women's Health Product Claims | California state case | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
U. S. District Court award for plaintiff's damages | $ 3,600,000 | ||||||||||||||||||||||||||
Women's Health Product Claims | New Jersey state case | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Loss contingency claims settled number | Claim | 1 | ||||||||||||||||||||||||||
Women's Health Product Claims | Minimum | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of claims in settlement agreement | LegalMatter | 1,300 | 500 | |||||||||||||||||||||||||
Women's Health Product Claims | Subsequent Event | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of individual plaintiffs | Plaintiff | 15,260 | ||||||||||||||||||||||||||
Generic complaints | Claim | 815 | ||||||||||||||||||||||||||
Number of claims not yet filed | LegalMatter | 1,555 | ||||||||||||||||||||||||||
Percentage of cases indemnified | 50.00% | ||||||||||||||||||||||||||
Women's Health Product Claims | Subsequent Event | Medtronic | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Payment for settlement of indemnification obligation | $ 121,000,000 | ||||||||||||||||||||||||||
Women's Health Product Claims | Subsequent Event | United States | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of putative class actions | LegalMatter | 5 | ||||||||||||||||||||||||||
Women's Health Product Claims | Subsequent Event | Canada | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of putative class actions | LegalMatter | 5 | ||||||||||||||||||||||||||
Women's Health Product Claims | Subsequent Event | Minimum | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of claims in settlement agreement | LegalMatter | 1,500 | ||||||||||||||||||||||||||
Women's Health Product Claims | Multi District Litigation | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
U. S. District Court award for plaintiff's damages | $ 2,000,000 | ||||||||||||||||||||||||||
Loss contingency claims settled number | Claim | 1 | 1 | |||||||||||||||||||||||||
Loss contingency claims dismissed number | Claim | 1 | ||||||||||||||||||||||||||
Number of individual case for trial | LegalMatter | 300 | 200 | |||||||||||||||||||||||||
Trial scheduled and settlement agreement reached in principle date | 2015-02 | ||||||||||||||||||||||||||
Women's Health Product Claims | Ontario Superior Court of Justice | Canada | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of putative class actions with class certifications dismissed | LegalMatter | 1 | ||||||||||||||||||||||||||
Filter Product Claims | State Law Claims | Minimum | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of claims in settlement agreement | LegalMatter | 30 | ||||||||||||||||||||||||||
Filter Product Claims | Subsequent Event | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of individual plaintiffs | Plaintiff | 50 | ||||||||||||||||||||||||||
Number of claims not yet filed | LegalMatter | 145 | ||||||||||||||||||||||||||
Filter Product Claims | Subsequent Event | State Law Claims | |||||||||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||||||||
Period for additional filter product claims trials | 12 months |
Share-Based Compensation Plans
Share-Based Compensation Plans - Additional Information (Detail) $ in Millions | Apr. 15, 2015shares | Jun. 30, 2015USD ($)shares | Mar. 31, 2015 | Jun. 30, 2014USD ($) | Mar. 31, 2014 | Jun. 30, 2015USD ($)CompensationPlanshares | Jun. 30, 2014USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of employee stock purchase programs | CompensationPlan | 2 | ||||||
Share-based payment arrangements | $ | $ 21.1 | $ 17.2 | $ 44.1 | $ 36.7 | |||
Unrecognized compensation expenses related to share-based payment arrangements | $ | $ 100.9 | $ 100.9 | |||||
Weighted-average period of recognizing unrecognized compensation expenses related to share-based compensation, in years | 3 years | ||||||
2012 Long Term Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Additional shares authorized | 1,500,000 | ||||||
Number of remaining shares that may be issued | 6,290,425 | 6,290,425 | |||||
Directors Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of remaining shares that may be issued | 31,462 | 31,462 | |||||
Performance Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award requisite service periods | 3 years | 3 years | |||||
Fair value assumptions, risk-free interest rate | 0.86% | 0.70% | |||||
Fair value assumptions, dividend yield | 0.51% | 0.62% | |||||
Fair value assumptions, expected life in years | 2 years 9 months 11 days | 2 years 10 months 17 days |
Components of Net Periodic Pens
Components of Net Periodic Pension Cost (Detail) - Pension Plans, Defined Benefit - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost, net of employee contributions | $ 7.5 | $ 6.8 | $ 15 | $ 13.5 |
Interest cost | 4.9 | 5.2 | 9.9 | 10.5 |
Expected return on plan assets | (7.8) | (6.8) | (15.6) | (13.6) |
Amortization | 2.9 | 2.5 | 5.8 | 4.9 |
Net periodic pension cost | $ 7.5 | $ 7.7 | $ 15.1 | $ 15.3 |
Shareholders' Investment - Addi
Shareholders' Investment - Additional Information (Detail) - 6 months ended Jun. 30, 2015 - USD ($) shares in Millions, $ in Millions | Total |
Shareholders Equity [Line Items] | |
Number of shares of common stock purchased | 1.4 |
Purchase of common stock | $ 236.6 |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income (Loss) by Component (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning balance | $ (88.8) | $ (20.9) | |||
Other comprehensive income (loss) before reclassifications | (54.6) | 5 | |||
Tax (provision) benefit related to other comprehensive income (loss) before reclassifications | [1] | (2.4) | 0.4 | ||
Other comprehensive income (loss) before reclassifications, net of taxes | (57) | 5.4 | |||
Amounts reclassified from accumulated other comprehensive income (loss) | 0.7 | 5.1 | |||
Tax provision (benefit) related to amounts reclassified from accumulated other comprehensive income (loss) | (0.6) | (2.2) | |||
Reclassifications, net of tax | 0.1 | 2.9 | |||
Other comprehensive income (loss) | $ (5.2) | $ 5.3 | (56.9) | 8.3 | |
Ending balance | (145.7) | (12.6) | (145.7) | (12.6) | |
Derivative Instruments Designated as Cash Flow Hedges | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning balance | 0.9 | 0 | |||
Other comprehensive income (loss) before reclassifications | 10 | 1.6 | |||
Tax (provision) benefit related to other comprehensive income (loss) before reclassifications | [1] | (2.4) | 0.4 | ||
Other comprehensive income (loss) before reclassifications, net of taxes | 7.6 | 2 | |||
Amounts reclassified from accumulated other comprehensive income (loss) | [2] | (5.1) | 0.2 | ||
Tax provision (benefit) related to amounts reclassified from accumulated other comprehensive income (loss) | 1.4 | (0.5) | |||
Reclassifications, net of tax | (3.7) | (0.3) | |||
Other comprehensive income (loss) | 3.9 | 1.7 | |||
Ending balance | 4.8 | 1.7 | 4.8 | 1.7 | |
Foreign Currency Translation | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning balance | (3.1) | 47.3 | |||
Other comprehensive income (loss) before reclassifications | (64.6) | 3.4 | |||
Tax (provision) benefit related to other comprehensive income (loss) before reclassifications | [1] | 0 | 0 | ||
Other comprehensive income (loss) before reclassifications, net of taxes | (64.6) | 3.4 | |||
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | |||
Tax provision (benefit) related to amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | |||
Reclassifications, net of tax | 0 | 0 | |||
Other comprehensive income (loss) | (64.6) | 3.4 | |||
Ending balance | (67.7) | 50.7 | (67.7) | 50.7 | |
Benefit Plans | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning balance | (86.6) | (68.2) | |||
Other comprehensive income (loss) before reclassifications | 0 | 0 | |||
Tax (provision) benefit related to other comprehensive income (loss) before reclassifications | [1] | 0 | 0 | ||
Other comprehensive income (loss) before reclassifications, net of taxes | 0 | 0 | |||
Amounts reclassified from accumulated other comprehensive income (loss) | [3] | 5.8 | 4.9 | ||
Tax provision (benefit) related to amounts reclassified from accumulated other comprehensive income (loss) | (2) | (1.7) | |||
Reclassifications, net of tax | 3.8 | 3.2 | |||
Other comprehensive income (loss) | 3.8 | 3.2 | |||
Ending balance | $ (82.8) | $ (65) | $ (82.8) | $ (65) | |
[1] | Income taxes are not provided for foreign currency translation adjustment. | ||||
[2] | See Note 5 of the notes to condensed consolidated financial statements. | ||||
[3] | These components are included in the computation of net periodic pension cost. See Note 9 of the notes to condensed consolidated financial statements. |
Net Sales Based on Location of
Net Sales Based on Location of External Customer and Identifiable Assets by Geographic Region (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 859.8 | $ 827.1 | $ 1,679.5 | $ 1,626.4 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 592 | 555.1 | 1,166.1 | 1,106.5 |
Europe | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 108.8 | 126.4 | 215.2 | 246.5 |
Japan | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 43.2 | 42.3 | 84.2 | 81.2 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 115.8 | $ 103.3 | $ 214 | $ 192.2 |
Total Net Sales by Product Grou
Total Net Sales by Product Group Category (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 859.8 | $ 827.1 | $ 1,679.5 | $ 1,626.4 |
Vascular | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 248.6 | 233 | 480.5 | 452.2 |
Urology | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 209.2 | 207.1 | 414.8 | 408.5 |
Oncology | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 235.2 | 224.7 | 459.8 | 443.7 |
Surgical Specialties | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 143.8 | 139.3 | 279.7 | 274.5 |
Other Product Group | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 23 | $ 23 | $ 44.7 | $ 47.5 |