Cover Document
Cover Document - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 1-11083 | |
Entity Registrant Name | BOSTON SCIENTIFIC CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-2695240 | |
Entity Address, Address Line One | 300 Boston Scientific Way | |
Entity Address, City or Town | Marlborough | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01752-1234 | |
City Area Code | 508 | |
Local Phone Number | 683-4000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Listing, Par Value Per Share | $ 0.01 | |
Entity Common Stock, Shares Outstanding | 1,424,992,477 | |
Entity Central Index Key | 0000885725 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock [Member] | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | BSX | |
Security Exchange Name | NYSE | |
Senior Note due 2027 [Member] | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 0.625% Senior Notes due 2027 | |
Trading Symbol | BSX27 | |
Security Exchange Name | NYSE | |
5.50% MCPS, Series A [Member] | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 5.50% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share | |
Trading Symbol | BSX PR A | |
Security Exchange Name | NYSE |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net sales | $ 2,932 | $ 2,659 | $ 8,761 | $ 7,204 |
Cost of products sold | 900 | 869 | 2,739 | 2,465 |
Gross profit | 2,032 | 1,790 | 6,022 | 4,740 |
Operating expenses: | ||||
Selling, general and administrative expenses | 1,066 | 984 | 3,206 | 2,760 |
Research and development expenses | 310 | 315 | 884 | 857 |
Royalty expense | 14 | 12 | 38 | 32 |
Amortization expense | 184 | 197 | 549 | 595 |
Intangible asset impairment charges | 128 | 219 | 173 | 452 |
Contingent consideration net expense (benefit) | (26) | 6 | (117) | (102) |
Restructuring net charges (credits) | 9 | 3 | 18 | 16 |
Litigation-related net charges (credits) | 0 | 260 | 302 | 260 |
Gain on disposal of businesses and assets | (40) | 0 | (48) | 0 |
Operating expenses | 1,645 | 1,995 | 5,003 | 4,870 |
Operating income (loss) | 387 | (205) | 1,019 | (130) |
Other income (expense): | ||||
Interest expense | (86) | (86) | (254) | (265) |
Other, net | 181 | 64 | 192 | 9 |
Income (loss) before income taxes | 483 | (227) | 957 | (386) |
Income tax expense (benefit) | 64 | (72) | 10 | (94) |
Net income (loss) | 419 | (155) | 946 | (292) |
Preferred stock dividends | (14) | (14) | (42) | (19) |
Net income (loss) available to common stockholders | $ 405 | $ (169) | $ 905 | $ (311) |
Net income (loss) per common share — basic | $ 0.28 | $ (0.12) | $ 0.64 | $ (0.22) |
Net income (loss) per common share — assuming dilution | $ 0.28 | $ (0.12) | $ 0.63 | $ (0.22) |
Weighted-average shares outstanding | ||||
Basic | 1,423.8 | 1,430.9 | 1,421.3 | 1,413 |
Assuming dilution | 1,435.6 | 1,430.9 | 1,433 | 1,413 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net income (loss) | $ 419 | $ (155) | $ 946 | $ (292) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustment | (49) | 84 | (130) | (104) |
Net change in derivative financial instruments | 50 | (64) | 161 | (15) |
Net change in defined benefit pensions and other items | 0 | 0 | 1 | 0 |
Total other comprehensive income (loss) | 1 | 20 | 31 | (119) |
Total comprehensive income (loss) | $ 420 | $ (135) | $ 978 | $ (411) |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 1,947 | $ 1,734 |
Trade accounts receivable, net | 1,669 | 1,531 |
Inventories | 1,603 | 1,351 |
Prepaid income taxes | 217 | 194 |
Assets held for sale | 0 | 1,133 |
Other current assets | 792 | 751 |
Total current assets | 6,229 | 6,694 |
Property, plant and equipment, net | 2,109 | 2,084 |
Goodwill | 11,820 | 9,951 |
Other intangible assets, net | 6,227 | 5,917 |
Deferred tax assets | 4,049 | 4,210 |
Other long-term assets | 1,444 | 1,921 |
TOTAL ASSETS | 31,877 | 30,777 |
Current liabilities: | ||
Current debt obligations | 261 | 13 |
Accounts payable | 674 | 513 |
Accrued expenses | 2,418 | 2,197 |
Other current liabilities | 669 | 958 |
Total current liabilities | 4,022 | 3,681 |
Long-term debt | 8,824 | 9,130 |
Deferred income taxes | 274 | 330 |
Other long-term liabilities | 2,296 | 2,309 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock, $0.01 par value - authorized 50,000,000 shares - issued 10,062,500 shares as of September 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $0.01 par value - authorized 2,000,000,000 shares - issued 1,688,023,638 shares as of September 30, 2021 and 1,679,911,918 shares as of December 31, 2020 | 17 | 17 |
Treasury stock, at cost - 263,289,848 shares as of September 30, 2021 and December 31, 2020 | (2,251) | (2,251) |
Additional paid-in capital | 19,930 | 19,732 |
Accumulated deficit | (1,473) | (2,378) |
Accumulated other comprehensive income (loss), net of tax | 238 | 207 |
Total stockholders’ equity | 16,462 | 15,326 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 31,877 | $ 30,777 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Condensed Consolidated Balance Sheet (Parenthetical) [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 10,062,500 | 10,062,500 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares, Issued | 1,688,023,638 | 1,679,911,918 |
Treasury Stock, Shares | 263,289,848 | 263,289,848 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Millions | Total | Preferred Stock | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Shares, Issued at Dec. 31, 2019 | 0 | 1,642,488,911 | |||||
Total stockholders' equity at Dec. 31, 2019 | $ 0 | $ 16 | $ (1,717) | $ 17,561 | $ (2,253) | $ 270 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock issuance (Shares) | 10,062,500 | 29,382,500 | |||||
Stock-based compensation (Shares) | 7,556,798 | ||||||
Stock issuance (Par value) | $ 0 | ||||||
Preferred stock issuance (Value in excess of par) | 975 | ||||||
Common stock issuance (Value in excess of par) | 975 | ||||||
Stock-based compensation | 176 | ||||||
Net income (loss) | $ (292) | (292) | |||||
Cumulative effect adjustment for adoption of ASU 2016-13 | 10 | (10) | |||||
Preferred stock dividends | (19) | ||||||
Total other comprehensive income (loss) | (119) | (119) | |||||
Ending Balance (Shares Issued) at Sep. 30, 2020 | 10,062,500 | 1,679,428,209 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Sep. 30, 2020 | 15,564 | $ 0 | $ 17 | (1,717) | 19,687 | (2,574) | 151 |
Shares, Issued at Jun. 30, 2020 | 10,062,500 | 1,676,753,566 | |||||
Total stockholders' equity at Jun. 30, 2020 | $ 0 | $ 17 | (1,717) | 19,590 | (2,405) | 131 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation (Shares) | 2,674,643 | ||||||
Stock-based compensation | 97 | ||||||
Net income (loss) | (155) | (155) | |||||
Preferred stock dividends | (14) | ||||||
Total other comprehensive income (loss) | 20 | 20 | |||||
Ending Balance (Shares Issued) at Sep. 30, 2020 | 10,062,500 | 1,679,428,209 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Sep. 30, 2020 | 15,564 | $ 0 | $ 17 | (1,717) | 19,687 | (2,574) | 151 |
Shares, Issued at Dec. 31, 2020 | 10,062,500 | 1,679,911,918 | |||||
Total stockholders' equity at Dec. 31, 2020 | 15,326 | $ 0 | $ 17 | (2,251) | 19,732 | (2,378) | 207 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation (Shares) | 8,111,720 | ||||||
Stock-based compensation | 199 | ||||||
Net income (loss) | 946 | 946 | |||||
Preferred stock dividends | (42) | ||||||
Total other comprehensive income (loss) | 31 | 31 | |||||
Ending Balance (Shares Issued) at Sep. 30, 2021 | 10,062,500 | 1,688,023,638 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Sep. 30, 2021 | 16,462 | $ 0 | $ 17 | (2,251) | 19,930 | (1,473) | 238 |
Shares, Issued at Jun. 30, 2021 | 10,062,500 | 1,685,006,608 | |||||
Total stockholders' equity at Jun. 30, 2021 | $ 0 | $ 17 | (2,251) | 19,817 | (1,878) | 237 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation (Shares) | 3,017,030 | ||||||
Stock-based compensation | 113 | ||||||
Net income (loss) | 419 | 419 | |||||
Preferred stock dividends | (14) | ||||||
Total other comprehensive income (loss) | 1 | 1 | |||||
Ending Balance (Shares Issued) at Sep. 30, 2021 | 10,062,500 | 1,688,023,638 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Sep. 30, 2021 | $ 16,462 | $ 0 | $ 17 | $ (2,251) | $ 19,930 | $ (1,473) | $ 238 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash provided by (used for) operating activities | ||
Net income (loss) | $ 946 | $ (292) |
Gain on disposal of businesses and assets | (48) | 0 |
Depreciation and amortization | 803 | 834 |
Deferred and prepaid income taxes | (49) | (13) |
Stock-based compensation expense | 145 | 128 |
Intangible asset impairment charges | 173 | 452 |
Net loss (gain) on investments and notes receivable | (208) | (29) |
Contingent consideration net expense (benefit) | (117) | (102) |
Inventory step-up amortization | 15 | 42 |
Foreign exchange (gain) loss | 17 | 13 |
Other, net | 32 | 46 |
Trade accounts receivable | (131) | 242 |
Inventories | (315) | (1) |
Other assets | (145) | (119) |
Accounts payable, accrued expenses and other liabilities | 275 | (364) |
Cash provided by (used for) operating activities | 1,392 | 835 |
Investing activities: | ||
Purchases of property, plant and equipment | (288) | (217) |
Proceeds from sale of property, plant and equipment | 10 | 6 |
Payments for acquisitions of businesses, net of cash acquired | (2,014) | (3) |
Proceeds from royalty rights | 62 | 66 |
Payments for investments and acquisitions of certain technologies | (51) | (130) |
Proceeds from sale of investments and disposition of certain assets | 329 | 0 |
Proceeds from disposal of businesses | 801 | 15 |
Payments for Hedge, Investing Activities | 15 | 0 |
Cash provided by (used for) investing activities | (1,136) | (264) |
Financing activities: | ||
Payment of contingent consideration previously established in purchase accounting | (14) | (35) |
Payments for royalty rights | (85) | (97) |
Payments on short-term borrowings | 0 | (2,950) |
Proceeds from short-term borrowings, net of debt issuance costs | 0 | 2,245 |
Net increase (decrease) in commercial paper | 0 | (714) |
Payments on borrowings from credit facilities | 0 | (1,919) |
Proceeds from borrowings on credit facilities | 0 | 1,916 |
Payments on long-term borrowings and debt extinguishment costs | 0 | (1,000) |
Proceeds from long-term borrowings, net of debt issuance costs | 0 | 1,683 |
Cash dividends paid on preferred stock | (42) | (14) |
Net proceeds from issuance of preferred stock in connection with public offering | 0 | 975 |
Net proceeds from issuance of common stock in connection with public offering | 0 | 975 |
Cash used to net share settle employee equity awards | (48) | (59) |
Proceeds from issuances of common stock pursuant to employee stock compensation and purchase plans | 102 | 107 |
Cash provided by (used for) financing activities | (87) | 1,112 |
Effect of foreign exchange rates on cash | (5) | (8) |
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | 164 | 1,675 |
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period | 1,995 | 607 |
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period | 2,159 | 2,282 |
Supplemental Information | ||
Stock-based compensation expense | 145 | 128 |
Fair value of contingent consideration recorded in purchase accounting | 384 | 0 |
Non-cash impact of transferred royalty rights | $ (62) | $ (66) |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Supplemental Disclosure) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Cash and cash equivalents | $ 1,947 | $ 1,734 | $ 2,022 | |
Restricted cash and restricted cash equivalents included in Other current assets | 155 | 208 | 214 | |
Restricted cash equivalents included in Other long-term assets | 57 | 52 | 46 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 2,159 | $ 1,995 | $ 2,282 | $ 607 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE A – BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of Boston Scientific Corporation have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) and with the instructions to Form 10-Q and Article 10 of Regulation S-X, and they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. When used in this report, the terms, "we," "us," "our," and "the Company" mean Boston Scientific Corporation and its divisions and subsidiaries. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Accordingly, our unaudited consolidated financial statements and footnotes thereto should be read in conjunction with our audited consolidated financial statements and footnotes thereto included in Item 8 of our most recent Annual Report on Form 10-K. Amounts reported in millions within this Quarterly Report on Form 10-Q are computed based on the amounts in thousands. As a result, the sum of the components may not equal the total amount reported in millions due to rounding. Certain columns and rows within tables may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying unrounded amounts. Subsequent Events We evaluate events occurring after the date of our accompanying unaudited consolidated balance sheet for potential recognition or disclosure in our financial statements. Those items requiring recognition in the financial statements have been recorded and disclosed accordingly. Those items requiring disclosure (non-recognized subsequent events) in the financial statements have been disclosed accordingly. Refer to Note B – Acquisitions, Divestitures and Strategic Investments, Note H – Commitments and Contingencies and Note I – Stockholders' Equity for further details. |
Acquisitions and Strategic Inve
Acquisitions and Strategic Investments | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND STRATEGIC INVESTMENTS | NOTE B – ACQUISITIONS, DIVESTITURES AND STRATEGIC INVESTMENTS Our accompanying unaudited consolidated financial statements include the operating results for acquired entities from the respective dates of acquisition. We completed three acquisitions and one divestiture in the first nine months of 2021 and did not complete any significant acquisitions or divestitures during the first nine months of 2020. We have not presented supplemental pro forma financial information for completed acquisitions or divestitures given their results are not material to our accompanying unaudited consolidated financial statements. Further, transaction costs were immaterial to our accompanying unaudited consolidated financial statements and were expensed as incurred. In addition, on September 21, 2021, we announced our entry into a definitive agreement to acquire Devoro Medical, Inc. (Devoro Medical), a privately-held company which has developed the WOLF Thrombectomy® Platform, designed to capture and extract blood clots in arterial, venous and pulmonary embolism procedures. We have been an investor in Devoro Medical since 2019 and hold an equity stake of approximately 16 percent. The transaction price consists of an upfront cash payment of $320 million, or approximately $269 million after adjustments for our current equity ownership, debt, and other closing adjustments; and up to $80 million upon achievement of certain clinical and regulatory milestones, or approximately $67 million after adjustments for current equity ownership. The acquisition is expected to close in the fourth quarter of 2021, subject to customary closing conditions. Following the closing of the acquisition, we plan to integrate the Devoro Medical business into our Peripheral Interventions division. Further, on October 6, 2021, we announced our entry into a definitive agreement to acquire Baylis Medical Company Inc. (Baylis Medical), a privately-held company which has developed the radiofrequcncy (RF) NRG ™ and VersaCross ™ Transseptal Platforms as well as a family of guidewires, sheaths and dilators used to support left heart access, which will expand our electrophysiology and structural heart product portfolios. The transaction consists of an upfront cash payment of $1.75 billion subject to closing adjustments. The acquisition is expected to close during the first quarter of 2022, subject to customary closing conditions. Following the closing of the acquisition, we plan to integrate the Baylis Medical business into our Electrophysiology division. 2021 Acquisitions On March 1, 2021, we completed the acquisition of Preventice Solutions, Inc. (Preventice), a privately-held company which offers a full portfolio of mobile cardiac health solutions and services, ranging from ambulatory cardiac monitors, to cardiac event monitors and mobile cardiac telemetry. The transaction consisted of an upfront cash payment of $925 million and up to an additional $300 million in a potential commercial milestone payment. We have been an investor in Preventice since 2015 and held an equity stake of approximately 22 percent immediately prior to the acquisition date. We remeasured the fair value of our previously-held investment based on the allocation of the purchase price according to priority of equity interests, which resulted in a $195 million gain recognized within Other, net in the first quarter of 2021. The transaction price for the remaining stake consisted of an upfront cash payment of $706 million, net of cash acquired, and up to approximately $230 million in future milestone payments. The Preventice business is being managed by our Cardiac Rhythm Management division. On August 6, 2021, we completed our acquisition of the remaining shares of Farapulse, Inc. (Farapulse), a privately-held company that has developed a non-thermal ablation system for the treatment of atrial fibrillation (AF) and other cardiac arrhythmias. The transaction consisted of an upfront cash payment of $450 million, up to $125 million upon achievement of certain clinical and regulatory milestones and additional revenue-based payments over the next three years. We have been an investor in Farapulse since 2014 and held an equity stake of approximately 27 percent immediately prior to the acquisition date. We remeasured the fair value of our previously-held investment based on the allocation of the purchase price according to priority of equity interests which resulted in a $222 million gain recognized within Other, net during the third quarter of 2021. The transaction price for the remaining stake consisted of an upfront cash payment of $268 million, net of cash acquired, and up to approximately $92 million in future milestone payments. The Farapulse business is being integrated into our Electrophysiology division. On September 1, 2021, we completed our acquisition of the global surgical business of Lumenis LTD. (Lumenis), a privately-held company that develops and commercializes energy-based medical solutions, including innovative laser systems, fibers and accessories used for urology and otolaryngology procedures. The transaction consisted of an upfront cash payment of $1.039 billion, net of cash acquired. The Lumenis business is being integrated into our Urology and Pelvic Health division. Purchase Price Allocation The preliminary purchase price for the acquisitions completed during the first nine months of 2021 was comprised of the amounts presented below, which represent the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed. The final determination of the fair value of certain assets and liabilities, in particular those associated with our acquisition of Lumenis, will be completed within the measurement period in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805, Business Combinations . Due to the timing of the Lumenis acquisition, efforts to obtain information and complete the valuation studies necessary to determine the fair value of the various purchase price components are still ongoing. (in millions) Preventice Lumenis Farapulse Total Payment for acquisition, net of cash acquired $ 706 $ 1,039 $ 268 $ 2,014 Fair value of contingent consideration 221 — 162 384 Fair value of prior interest 269 — 222 491 $ 1,197 $ 1,039 $ 653 $ 2,889 The preliminary purchase price allocation for these acquisitions was comprised of the following components: (in millions) Preventice Lumenis Farapulse Total Goodwill $ 926 $ 582 $ 386 $ 1,894 Amortizable intangible assets 237 459 267 964 Indefinite-lived intangible assets — — 43 43 Other assets acquired 65 115 9 190 Liabilities assumed (32) (86) (10) (127) Net deferred tax liabilities — (32) (43) (74) $ 1,197 $ 1,039 $ 653 $ 2,889 Goodwill was primarily established due to synergies expected to be gained from leveraging our existing operations, as well as revenue and cash flow projections associated with future technologies and is not deductible for tax purposes. We allocated a portion of the preliminary purchase price to the specific intangible asset categories as follows: Amount Assigned (in millions) Weighted Average Amortization Period (in years) Risk-Adjusted Discount Preventice: Amortizable intangible assets: Technology-related $ 215 9 10% Other intangible assets 22 8 10% $ 237 Lumenis: Amortizable intangible assets: Technology-related $ 417 14 11% Other intangible assets 42 13 11% $ 459 Farapulse: Amortizable intangible assets: Technology-related $ 267 12 16% Indefinite-lived intangible assets: In-process research and development (IPR&D) 43 N/A 17% $ 310 2021 Divestiture On March 1, 2021, we completed the divestiture of the Specialty Pharmaceuticals business to Stark International Lux S.A.R.L., and SERB SAS, affiliates of SERB, a European specialty pharmaceutical group, for a purchase price of approximately $800 million, which was subject to certain adjustments including cash on hand at the closing of the transaction. The agreement included the transfer of five facilities and approximately 280 employees globally. We classified the assets and liabilities of the Specialty Pharmaceuticals business (disposal group) as held for sale within our consolidated balance sheet as of December 31, 2020 at their respective carrying values, which approximated fair value, less costs to sell. Assets within the disposal group are presented within Assets held for sale and liabilities are presented within Other current liabilities within our consolidated balance sheet as of December 31, 2020. Refer to Note C – Assets and Liabilities Held for Sale to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K for additional information. In the first nine months of 2021, we recognized a Gain on disposal of businesses and assets associated with the transaction of $9 million within our accompanying unaudited consolidated statements of operations. Contingent Consideration Changes in the fair value of our contingent consideration liability during the first nine months of 2021 were as follows: (in millions) Balance as of December 31, 2020 $ 196 Amount recorded related to current year acquisitions 384 Contingent consideration net expense (benefit) (117) Contingent consideration payments (14) Balance as of September 30, 2021 $ 448 As of September 30, 2021, the maximum amount of future contingent consideration (undiscounted) that we could be required to pay associated with our completed acquisitions was $919 million, which includes amounts related to our recent acquisitions of Preventice and Farapulse. Refer to Note B – Acquisitions and Strategic Investments to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K for additional information. The recurring Level 3 fair value measurements of our contingent consideration liability that we expect to be required to settle include the following significant unobservable inputs: Contingent Consideration Liability Fair Value as of September 30, 2021 Valuation Technique Unobservable Input Range Weighted Average (1) R&D, Regulatory and Commercialization-based Milestones $109 million Discounted Cash Flow Discount Rate 1% - 2% 1% Probability of Payment 20% - 95% 79% Projected Year of Payment 2023 - 2027 2023 Revenue-based Payments $340 million Discounted Cash Flow Discount Rate 4% - 14% 6% Probability of Payment 100% 100% Projected Year of Payment 2021 - 2024 2022 (1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. For projected year of payment, the amount represents the median of the inputs and is not a weighted average. Projected contingent payment amounts related to research and development (R&D), regulatory and commercialization-based and revenue-based milestones are discounted back to the current period, primarily using a discounted cash flow model. Significant increases or decreases in projected revenues, probabilities of payment, discount rates or the time until payment is made would have resulted in a significantly lower or higher fair value measurement as of September 30, 2021. Strategic Investments The aggregate carrying amount of our strategic investments was comprised of the following: As of (in millions) September 30, 2021 December 31, 2020 Equity method investments $ 266 $ 319 Measurement alternative investments (1) 164 183 Publicly-held equity securities (2) 4 414 Notes receivable — 2 $ 434 $ 918 (1) Measurement alternative investments are privately-held equity securities without readily determinable fair values that are measured at cost less impairment, if any, adjusted to fair value for any observable price changes in orderly transactions for the identical or a similar investment of the same issuer, recognized in Other, net within our accompanying unaudited consolidated statements of operations. (2) Publicly-held equity securities are measured at fair value with changes in fair value recognized in Other, net within our accompanying unaudited consolidated statements of operations. These investments are classified as Other long-term assets within our accompanying unaudited consolidated balance sheets, in accordance with U.S. GAAP and our accounting policies. In the third quarter and first nine months of 2021, we recorded losses of $24 million and $178 million, respectively, on our investment in Pulmonx Corporation presented in Other, net |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE C – GOODWILL AND OTHER INTANGIBLE ASSETS The gross carrying amount of goodwill and other intangible assets and the related accumulated amortization for intangible assets subject to amortization and accumulated write-offs of goodwill are as follows: As of September 30, 2021 As of December 31, 2020 (in millions) Gross Carrying Amount Accumulated Amortization/ Write-offs (1) Gross Carrying Amount Accumulated Amortization/ Write-offs Technology-related $ 11,787 $ (6,590) $ 11,059 $ (6,179) Patents 497 (399) 511 (407) Other intangible assets 1,859 (1,301) 1,775 (1,220) Amortizable intangible assets $ 14,143 $ (8,290) $ 13,345 $ (7,806) Goodwill $ 21,720 $ (9,900) $ 19,924 $ (9,973) IPR&D $ 254 $ 257 Technology-related 120 120 Indefinite-lived intangible assets $ 374 $ 377 (1) In the fourth quarter of 2020, we recorded goodwill impairment charges of $73 million related to the Specialty Pharmaceuticals business and classified the remaining assets and liabilities as held for sale as of December 31, 2020. On March 1, 2021, we completed the divestiture of the Specialty Pharmaceuticals business. The goodwill impairment charges of $73 million related to the Specialty Pharmaceuticals business are no longer presented within accumulated write-offs above as of September 30, 2021. The increase in our balance of goodwill and intangible assets is primarily related to our acquisitions completed in the first nine months of 2021. Our technology-related intangible assets consist of technical processes, intellectual property and institutional understanding with respect to products and processes that we intend to leverage in future products or processes and will carry forward from one product generation to the next. We used the multi-period excess earnings method, a form of the income approach, to derive the fair value of the technology-related intangible assets and are amortizing them on a straight-line basis over their assigned estimated useful lives. Our in-process research and development (IPR&D) represents intangible assets that are used in research and development activities but have not yet reached technological feasibility, regardless of whether they have alternative future use. The primary basis for determining the technological feasibility or completion of these projects is obtaining regulatory approval to market the underlying products in an applicable geographic region. The following represents our goodwill balance by global reportable segment: (in millions) MedSurg Rhythm and Neuro Cardiovascular Total As of December 31, 2020 $ 2,059 $ 2,194 $ 5,697 $ 9,951 Impact of foreign currency fluctuations and other changes in carrying amount (4) (1) (15) (20) Goodwill acquired 578 1,312 — 1,890 As of September 30, 2021 $ 2,633 $ 3,506 $ 5,682 $ 11,820 Prior to the divestiture on March 1, 2021, we presented the Specialty Pharmaceuticals business as a standalone operating segment alongside our reportable segments. Goodwill and Intangible Asset Impairments We did not record any goodwill impairment charges in the third quarter or first nine months of 2021 or 2020. We test our goodwill balances in the second quarter of each year as of April 1 for impairment, or more frequently if impairment indicators are present or changes in circumstances suggest an impairment may exist. In the second quarter of 2021, we performed our annual goodwill impairment test for all of our reporting units and concluded that the fair value of each reporting unit exceeded its carrying value. There were no impairment indicators in the third quarter of 2021 that necessitated an interim impairment test. We assess goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a component. We identified the following reporting units in our 2021 annual goodwill impairment test: Interventional Cardiology, Peripheral Interventions, Cardiac Rhythm Management, Electrophysiology, Endoscopy, Urology and Pelvic Health and Neuromodulation. We aggregated the Cardiac Rhythm Management and Electrophysiology reporting units, components of the Rhythm Management operating segment, based on the criteria prescribed in FASB ASC Topic 350, Intangibles - Goodwill and Other. We recorded Intangible asset impairment charges of $128 million in the third quarter of 2021, $219 million in the third quarter of 2020, $173 million in the first nine months of 2021 and $452 million in the first nine months of 2020. We review intangible assets subject to amortization quarterly to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. We test our indefinite-lived intangible assets at least annually during the third quarter for impairment and reassess their classification as indefinite-lived assets. In addition, we review our indefinite-lived intangible assets for classification and impairment more frequently if impairment indicators exist. In the third quarter of 2021, we performed our annual IPR&D impairment test and evaluated our indefinite-lived core technology assets using the optional qualitative assessment approach and concluded that the assets were not impaired. We also verified that the classification of IPR&D projects and our indefinite-lived core technology assets recognized within our unaudited consolidated balance sheets continues to be appropriate. The impairment charges recorded in the third quarter of 2021 were primarily associated with amortizable technology-related intangible assets that were initially established following our acquisition of VENITI, Inc., and in the first nine months of 2021 also included the partial impairment of one of our acquired IPR&D assets. In the third quarter of 2020, impairment charges were primarily associated with IPR&D acquired with Apama Medical, Inc. and in the first nine months of 2020 also included charges primarily associated with amortizable technology-related intangible assets that were initially established following our acquisition of nVision Medical Corporation. Each of these charges were recorded as a result of management’s decision to change commercial launch plans or discontinue certain commercial or R&D programs based on cost to complete or remediate, time to market, overall economic viability or, specific to nVision, our understanding of the clinical evidence necessary to commercialize the technology. Refer to Note A – Significant Accounting Policies to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K for further discussion of our annual goodwill and intangible asset impairment testing. |
Hedging Activities and Fair Val
Hedging Activities and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENTS | NOTE D – HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENTS Derivative Instruments and Hedging Activities We address market risk from changes in foreign currency exchange rates and interest rates through risk management programs which include the use of derivative and nonderivative financial instruments. We operate these programs pursuant to documented corporate risk management policies and do not enter into derivative transactions for speculative purposes. Our derivative instruments do not subject our earnings to material risk, as the gains or losses on these derivatives generally offset losses or gains recognized on the hedged item. We manage concentration of counterparty credit risk by limiting acceptable counterparties to major financial institutions with investment grade credit ratings, limiting the amount of credit exposure to individual counterparties and by actively monitoring counterparty credit ratings and the amount of individual credit exposure. We also employ master netting arrangements that limit the risk of counterparty non-payment on a particular settlement date to the net gain that would have otherwise been received from the counterparty. Although not completely eliminated, we do not consider the risk of counterparty default to be significant as a result of these protections. Further, none of our derivative instruments are subject to collateral or other security arrangements, nor do they contain provisions that are dependent on our credit ratings from any credit rating agency. Currency Hedging Instruments Risk Management Strategy Our risk from changes in currency exchange rates consists primarily of monetary assets and liabilities, forecasted intercompany and third-party transactions, and net investments in certain subsidiaries. We manage currency exchange rate risk at a consolidated level to reduce the cost of hedging by taking advantage of offsetting transactions. We employ derivative and nonderivative instruments, primarily forward currency contracts, to reduce the risk to our earnings and cash flows associated with changes in currency exchange rates. The success of our currency risk management program depends, in part, on forecast transactions denominated primarily in Euro, Japanese yen, Chinese renminbi and Australian dollar. We may experience unanticipated currency exchange gains or losses to the extent the actual activity is different than forecast. In addition, changes in currency exchange rates related to any unhedged transactions may impact our earnings and cash flows. Hedge Designations and Relationships Certain of our currency derivative instruments are designated as cash flow hedges under FASB ASC Topic 815 , Derivatives and Hedging (FASB ASC Topic 815), and are intended to protect the U.S. dollar value of forecasted transactions. The gain or loss on a derivative instrument designated as a cash flow hedge is recorded in the Net change in derivative financial instruments component of Other comprehensive income (loss), net of tax (OCI) within our accompanying unaudited consolidated statements of comprehensive income (loss) until the underlying third-party transaction occurs. When the underlying third-party transaction occurs, we recognize the gain or loss in earnings within Cost of products sold in our accompanying unaudited consolidated statements of operations. In the event the hedging relationship is no longer effective, or if the occurrence of the hedged forecast transaction becomes no longer probable, we reclassify the gains or losses within Accumulated other comprehensive income (loss), net of tax (AOCI) to earnings at that time. We also designate certain forward currency contracts as net investment hedges to hedge a portion of our net investments in certain of our entities with functional currencies denominated in the Swiss franc, Japanese yen, British pound sterling, South Korean won and Taiwan dollar. For these derivative instruments, we elected to use the spot method to assess hedge effectiveness. We also elected to exclude the spot-forward difference, referred to as the excluded component, from the assessment of hedge effectiveness and are amortizing this amount separately, as calculated at the date of designation, on a straight-line basis over the term of the currency forward contracts. As such, we defer recognition of foreign currency gains and losses within the Foreign currency translation adjustment (CTA) component of OCI , and we reclassify amortization of the excluded component from AOCI to current period earnings within Interest expense in our accompanying unaudited consolidated statements of operations. We designate certain euro-denominated debt as net investment hedges to hedge a portion of our net investments in certain of our entities with functional currencies denominated in the Euro. As of September 30, 2021 and December 31, 2020, we designated as a net investment hedge a portion of our €900 million in aggregate principal amount of 0.625% senior notes issued in November 2019 and due in 2027. For these nonderivative instruments, we defer recognition of the foreign currency remeasurement gains and losses within the CTA component of OCI . We reclassify these gains and losses to current period earnings within Other, net in our accompanying unaudited consolidated statements of operations only when the hedged item affects earnings, which would occur upon disposal or substantial liquidation of the underlying foreign subsidiary. We also use forward currency contracts that are not part of designated hedging relationships under FASB ASC Topic 815 as a part of our strategy to manage our exposure to currency exchange rate risk related to monetary assets and liabilities and related forecast transactions. These non-designated currency forward contracts have an original time to maturity consistent with the hedged currency transaction exposures, generally less than one year, and are marked-to-market with changes in fair value recorded to earnings within Other, net in our accompanying unaudited consolidated statements of operations. Interest Rate Hedging Instruments Risk Management Strategy Our interest rate risk relates primarily to U.S. dollar borrowings partially offset by U.S. dollar cash investments. We use interest rate derivative instruments to mitigate the risk to our earnings and cash flows associated with exposure to changes in interest rates. Under these agreements, we and the counterparty, at specified intervals, exchange the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. We designate these derivative instruments either as fair value or cash flow hedges in accordance with FASB ASC Topic 815. Hedge Designations and Relationships We had no interest rate derivative instruments designated as cash flow hedges outstanding as of September 30, 2021 or December 31, 2020. Prior to 2020, we terminated interest rate derivative instruments that were designated as cash flow hedges and are continuing to recognize the amortization of the gains or losses originally recorded within AOCI to earnings as a component of Interest expense over the same period that the hedged item affects earnings, provided the hedge relationship remains effective. If we determine the hedge relationship is no longer effective, or if the occurrence of the hedged forecast transaction becomes no longer probable, we reclassify the amount of gains or losses from AOCI to earnings at that time. In the event that we designate outstanding interest rate derivative instruments as cash flow hedges, we record the changes in the fair value of the derivatives within OCI until the underlying hedged transaction occurs. The balance of the deferred amounts on our terminated cash flow hedges within AOCI was a $25 million loss as of September 30, 2021 and a $29 million loss as of December 31, 2020. We recognized immaterial gains and losses in Interest expense relating to the amortization of our terminated cash flow hedges in the current and prior periods. We had no interest rate derivative instruments designated as fair value hedges outstanding as of September 30, 2021 or December 31, 2020. Prior to 2018, we terminated interest rate derivative instruments that were designated as fair value hedges and are continuing to recognize the amortization of the gains or losses originally recorded within Long-term debt in our accompanying unaudited consolidated balance sheets into earnings as a component of Interest expense over the same period that the discount or premium associated with the hedged items affects earnings. In the event that we designate outstanding interest rate derivative instruments as fair value hedges, we record the changes in the fair values of interest rate derivatives designated as fair value hedges and of the underlying hedged debt instruments in Interest expense , which generally offset. The balance of the deferred gains on our terminated fair value hedges within Long-term debt was immaterial as of September 30, 2021 and December 31, 2020. We recognized immaterial gains in Interest expense relating to the amortization of the terminated fair value hedges in the current and prior periods. The following table presents the contractual amounts of our hedging instruments outstanding: (in millions) FASB ASC Topic 815 Designation As of September 30, 2021 December 31, 2020 Forward currency contracts Cash flow hedge $ 4,344 $ 4,531 Forward currency contracts Net investment hedge 493 1,004 Foreign currency-denominated debt (1) Net investment hedge 997 868 Forward currency contracts Non-designated 4,838 4,946 Total Notional Outstanding $ 10,672 $ 11,349 (1) Foreign currency-denominated debt is the portion of the €900 million debt principal designated as a net investment hedge. The remaining time to maturity as of September 30, 2021 is within 60 months for all forward currency contracts designated as cash flow hedges and generally less than one year for all non-designated forward currency contracts. The forward currency contracts designated as net investment hedges generally mature within the next year. The euro-denominated debt principal designated as a net investment hedge has a contractual maturity of December 1, 2027. The following presents the effect of our derivative and nonderivative instruments designated as cash flow and net investment hedges under FASB ASC Topic 815 in our accompanying unaudited consolidated statements of operations. Refer to Note M – Changes in Other Comprehensive Income for the total amounts relating to derivative and nonderivative instruments presented within our accompanying unaudited consolidated statements of comprehensive income (loss). Effect of Hedging Relationships on Accumulated Other Comprehensive Income Amount Recognized in OCI on Hedges Unaudited Consolidated Statements of Operations (1) Amount Reclassified from AOCI into Earnings (in millions) Pre-Tax Gain (Loss) Tax Benefit (Expense) Gain (Loss) Net of Tax Location of Amount Reclassified and Total Amount of Line Item Pre-Tax (Gain) Loss Tax (Benefit) Expense (Gain) Loss Net of Tax Three Months Ended September 30, 2021 Forward currency contracts Cash flow hedges $ 79 $ (18) $ 61 Cost of products sold $ 900 $ (16) $ 3 $ (12) Net investment hedges (2) 7 (2) 6 Interest expense 86 (2) — (2) Foreign currency-denominated debt Net investment hedges (3) 25 (6) 20 Other, net (181) — — — Interest rate derivative contracts Cash flow hedges — — — Interest expense 86 1 — 1 Effect of Hedging Relationships on Accumulated Other Comprehensive Income Amount Recognized in OCI on Hedges Unaudited Consolidated Statements of Operations (1) Amount Reclassified from AOCI into Earnings (in millions) Pre-Tax Gain (Loss) Tax Benefit (Expense) Gain (Loss) Net of Tax Location of Amount Reclassified and Total Amount of Line Item Pre-Tax (Gain) Loss Tax (Benefit) Expense (Gain) Loss Net of Tax Three Months Ended September 30, 2020 Forward currency contracts Cash flow hedges $ (64) $ 14 $ (50) Cost of products sold $ 869 $ (20) $ 4 $ (15) Net investment hedges (2) (21) 5 (16) Interest expense 86 (6) 1 (5) Foreign currency-denominated debt Net investment hedges (3) (46) 10 (36) Other, net (64) — — — Interest rate derivative contracts Cash flow hedges — — — Interest Expense 86 1 — 1 Effect of Hedging Relationships on Accumulated Other Comprehensive Income Amount Recognized in OCI on Hedges Unaudited Consolidated Statements of Operations (1) Amount Reclassified from AOCI into Earnings (in millions) Pre-Tax Gain (Loss) Tax Benefit (Expense) Gain (Loss) Net of Tax Location of Amount Reclassified and Total Amount of Line Item Pre-Tax (Gain) Loss Tax (Benefit) Expense (Gain) Loss Net of Tax Nine Months Ended September 30, 2021 Forward currency contracts Cash flow hedges $ 234 $ (53) $ 182 Cost of products sold $ 2,739 $ (31) $ 7 $ (24) Net investment hedges (2) 50 (11) 39 Interest expense 254 (11) 3 (9) Foreign currency-denominated debt Net investment hedges (3) 60 (14) 47 Other, net (192) — — — Interest rate derivative contracts Cash flow hedges — — — Interest expense 254 4 (1) 3 Effect of Hedging Relationships on Accumulated Other Comprehensive Income Amount Recognized in OCI on Hedges Unaudited Consolidated Statements of Operations (1) Amount Reclassified from AOCI into Earnings (in millions) Pre-Tax Gain (Loss) Tax Benefit (Expense) Gain (Loss) Net of Tax Location of Amount Reclassified and Total Amount of Line Item Pre-Tax (Gain) Loss Tax (Benefit) Expense (Gain) Loss Net of Tax Nine Months Ended September 30, 2020 Forward currency contracts Cash flow hedges $ 47 $ (11) $ 36 Cost of products sold $ 2,465 $ (70) $ 16 $ (55) Net investment hedges (2) (4) (21) (25) Interest expense 265 (18) 4 (14) Foreign currency-denominated debt Net investment hedges (3) (44) 13 (31) Other, net (9) — — — Interest rate derivative contracts Cash flow hedges — — — Interest expense 265 4 (1) 3 (1) In all periods presented in the table above, the pre-tax (gain) loss amounts reclassified from AOCI to earnings represent the effect of the hedging relationships on earnings. All other amounts included in earnings related to hedging relationships were immaterial. (2) For our outstanding forward currency contracts designated as net investment hedges, the net gain or loss reclassified from AOCI to earnings as a reduction of Interest expense represents the straight-line amortization of the excluded component as calculated at the date of designation. This initial value of the excluded component has been excluded from the assessment of effectiveness in accordance with FASB ASC Topic 815. In the current and prior period, we did not recognize any gains or losses on the components included in the assessment of hedge effectiveness in earnings. (3) For our outstanding euro-denominated debt principal designated as a net investment hedge, the change in fair value attributable to changes in the spot rate is recorded in the CTA component of OCI . No amounts were reclassified from AOCI to current period earnings. As of September 30, 2021, pre-tax net gains or losses for our derivative instruments designated, or previously designated, as cash flow and net investment hedges under FASB ASC Topic 815 that may be reclassified from AOCI to earnings within the next twelve months are presented below (in millions): Designated Hedging Instrument FASB ASC Topic 815 Designation Location on Unaudited Consolidated Statements of Operations Amount of Pre-Tax Gain (Loss) that may be Reclassified to Earnings Forward currency contracts Cash flow hedge Cost of products sold $ 108 Forward currency contracts Net investment hedge Interest expense 5 Interest rate derivative contracts Cash flow hedge Interest expense (5) Net gains and losses on currency hedge contracts not designated as hedging instruments offset by net gains and losses from currency transaction exposures are presented below: Location on Unaudited Consolidated Statements of Operations Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Net gain (loss) on currency hedge contracts Other, net $ (15) $ 29 $ (17) $ 20 Net gain (loss) on currency transaction exposures Other, net 7 (30) 1 (33) Net currency exchange gain (loss) $ (8) $ (1) $ (17) $ (13) Fair Value Measurements FASB ASC Topic 815 requires all derivative and nonderivative instruments to be recognized at their fair values as either assets or liabilities on the balance sheet. We determine the fair value of our derivative and nonderivative instruments using the framework prescribed by FASB ASC Topic 820, Fair Value Measurements and Disclosures (FASB ASC Topic 820) and considering the estimated amount we would receive or pay to transfer these instruments at the reporting date with respect to current currency exchange rates, interest rates, the creditworthiness of the counterparty for unrealized gain positions and our own creditworthiness for unrealized loss positions. In certain instances, we may utilize financial models to measure fair value of our derivative and nonderivative instruments. In doing so, we use inputs that include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, other observable inputs for the asset or liability and inputs derived principally from, or corroborated by, observable market data by correlation or other means. The following are the balances of our derivative and nonderivative assets and liabilities: Location on Unaudited Consolidated Balance Sheets (1) As of (in millions) September 30, 2021 December 31, 2020 Derivative and Nonderivative Assets: Designated Hedging Instruments Forward currency contracts Other current assets $ 152 $ 53 Forward currency contracts Other long-term assets 176 109 328 162 Non-Designated Hedging Instruments Forward currency contracts Other current assets 41 79 Total Derivative and Nonderivative Assets $ 369 $ 242 Derivative and Nonderivative Liabilities: Designated Hedging Instruments Forward currency contracts Other current liabilities $ 24 $ 44 Forward currency contracts Other long-term liabilities 5 54 Foreign currency-denominated debt (2) Other long-term liabilities 1,033 1,094 1,063 1,191 Non-Designated Hedging Instruments Forward currency contracts Other current liabilities 57 71 Total Derivative and Nonderivative Liabilities $ 1,120 $ 1,262 (1) We classify derivative and nonderivative assets and liabilities as current when the settlement date of the contract is one year or less. (2) Foreign currency-denominated debt is the portion of the €900 million debt principal designated as a net investment hedge. A portion of this notional is subject to de-designation and re-designation based on changes in the underlying hedged item. Recurring Fair Value Measurements On a recurring basis, we measure certain financial assets and financial liabilities at fair value based upon quoted market prices. Where quoted market prices or other observable inputs are not available, we apply valuation techniques to estimate fair value. FASB ASC Topic 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The category of a financial asset or a financial liability within the valuation hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy are defined as follows: • Level 1 – Inputs to the valuation methodology are quoted market prices for identical assets or liabilities. • Level 2 – Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs. • Level 3 – Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk. Assets and liabilities measured at fair value on a recurring basis consist of the following: As of September 30, 2021 December 31, 2020 (in millions) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Money market funds and time deposits $ 1,537 $ — $ — $ 1,537 $ 1,584 $ — $ — $ 1,584 Publicly-held equity securities 4 — — 4 414 — — 414 Hedging instruments — 369 — 369 — 242 — 242 Licensing arrangements — — 280 280 — — 365 365 $ 1,541 $ 369 $ 280 $ 2,190 $ 1,998 $ 242 $ 365 $ 2,605 Liabilities Hedging instruments $ — $ 1,120 $ — $ 1,120 $ — $ 1,262 $ — $ 1,262 Contingent consideration liability — — 448 448 — — 196 196 Licensing arrangements — — 297 297 — — 407 407 $ — $ 1,120 $ 745 $ 1,865 $ — $ 1,262 $ 603 $ 1,865 Our investments in money market funds and time deposits are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. These investments are classified as Cash and cash equivalents within our accompanying unaudited consolidated balance sheets, in accordance with U.S. GAAP and our accounting policies. In addition to $1.537 billion invested in money market funds and time deposits as of September 30, 2021 and $1.584 billion as of December 31, 2020, we held $410 million in interest-bearing and non-interest-bearing bank accounts as of September 30, 2021 and $150 million as of December 31, 2020. Our recurring fair value measurements using Level 3 inputs include those related to our contingent consideration liability. Refer to Note B – Acquisitions, Divestitures and Strategic Investments for a discussion of the changes in the fair value of our contingent consideration liability. In addition, our recurring fair value measurements using Level 3 inputs related to our licensing arrangements, including the contractual right to receive future royalty payments related to the Zytiga™ Drug. We recognized a financial asset and associated liability for our licensing arrangements at fair value in our accompanying unaudited consolidated balance sheets using the fair value option in accordance with FASB ASC Topic 825, Financial Instruments . We own the contractual right to receive 50 percent of the future royalty payments from the licensee and remit such payments to the inventors associated with the intellectual property. Royalty payments we receive reduce the fair value of the financial asset and are presented within Proceeds from royalty rights , and payments we remit to inventors reduce the fair value of the financial liability and are presented within Payments for royalty rights within our unaudited consolidated statements of cash flows. We sold our right to receive and retain the other 50 percent of the future royalty payments in 2019 for an upfront cash payment, which we accounted for as a secured borrowing in accordance with FASB ASC Topic 860, Transfers and Servicing . Although we sold these rights, we continue to recognize at fair value the future royalty payments as a financial asset and associated liability. Royalty payments associated with the rights we sold no longer impact our cash flows, and we present this activity as Non-cash impact of transferred royalty rights in the supplemental information to our unaudited consolidated statements of cash flows. We reduce the fair value of the financial asset and associated liability when such non-cash activity occurs. We have recorded the fair value of the financial asset and associated liability using a discounted cash flow approach considering the probability-weighted expected future cash flows to be generated by the royalty stream. The fair value of the financial liability also considers the related contractual provisions that govern our payment obligations. Significant increases or decreases in projected cash flows of the royalty stream and the related contractual provisions that govern our payment obligations, discount rates or the time until payment is made would have resulted in a significantly lower or higher fair value measurement of the licensing arrangements' financial asset and liability as of September 30, 2021. However, increases or decreases in the financial asset would be offset by increases or decreases in the financial liability, other than for timing of receipt and remittance; as such our earnings are not subject to material gains and losses from the licensing arrangement. The recurring Level 3 fair value measurements of our licensing arrangements recognized in our accompanying unaudited consolidated balance sheets as of September 30, 2021 include the following significant unobservable inputs: Licensing Arrangements Fair Value as of September 30, 2021 Valuation Technique Unobservable Input Range Weighted Average (1) Financial Asset $280 million Discounted Cash Flow Discount Rate 15% 15% Projected Year of Payment 2021 - 2025 2023 Financial Liability $297 million Discounted Cash Flow Discount Rate 12 % - 15% 13% Projected Year of Payment 2021 - 2026 2023 (1) Unobservable inputs relate to a single financial asset and liability. As such, unobservable inputs were not weighted by the relative fair value of the instruments. For projected year of payment, the amount represents the median of the inputs and is not a weighted average. Changes in the fair value of our licensing arrangements' financial asset were as follows: (in millions) Balance as of December 31, 2020 $ 365 Proceeds from royalty rights (62) Non-cash impact of transferred royalty rights (62) Fair value adjustment (expense) benefit 40 Balance as of September 30, 2021 $ 280 Changes in the fair value of our licensing arrangements' financial liability were as follows: (in millions) Balance as of December 31, 2020 $ 407 Payments for royalty rights (85) Non-cash impact of transferred royalty rights (62) Fair value adjustment expense (benefit) 37 Balance as of September 30, 2021 $ 297 Non-Recurring Fair Value Measurements We hold certain assets and liabilities that are measured at fair value on a non-recurring basis in periods after initial recognition. The fair value of a measurement alternative investment is not estimated if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment. Refer to Note B – Acquisitions, Divestitures and Strategic Investments for a discussion of our strategic investments and Note C – Goodwill and Other Intangible Assets for a discussion of the fair values of our intangible assets including goodwill. The fair value of our outstanding debt obligations was $10.372 billion as of September 30, 2021, including $1.056 billion relating to our euro-denominated December 2027 Notes, and $10.774 billion as of December 31, 2020, including $1.118 billion relating to our euro-denominated December 2027 Notes. We determined fair value by using quoted market prices for our publicly registered senior notes, classified as Level 1 within the fair value hierarchy, and face value for commercial paper, term loans and credit facility borrowings outstanding. Refer to Note E – Contractual Obligations and Commitments for a discussion of our debt obligations. |
Contractual Obligations and Com
Contractual Obligations and Commitments | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONTRACTUAL OBLIGATIONS AND COMMITMENTS | NOTE E – CONTRACTUAL OBLIGATIONS AND COMMITMENTS Borrowings and Credit Arrangements We had total debt outstanding of $9.085 billion as of September 30, 2021 and $9.143 billion as of December 31, 2020, with current maturities of $261 million as of September 30, 2021 and $13 million as of December 31, 2020. The debt maturity schedule for our long-term debt obligations is presented below: (in millions, except interest rates) Issuance Date Maturity Date As of Coupon Rate (1) September 30, December 31, May 2022 Notes (3) May 2015 May 2022 $ — $ 250 3.375% October 2023 Notes August 2013 October 2023 244 244 4.125% March 2024 Notes February 2019 March 2024 850 850 3.450% May 2025 Notes May 2015 May 2025 523 523 3.850% June 2025 Notes May 2020 June 2025 500 500 1.900% March 2026 Notes February 2019 March 2026 850 850 3.750% December 2027 Notes November 2019 December 2027 1,043 1,105 0.625% March 2028 Notes February 2018 March 2028 434 434 4.000% March 2029 Notes February 2019 March 2029 850 850 4.000% June 2030 Notes May 2020 June 2030 1,200 1,200 2.650% November 2035 Notes (2) November 2005 November 2035 350 350 7.000% March 2039 Notes February 2019 March 2039 750 750 4.550% January 2040 Notes December 2009 January 2040 300 300 7.375% March 2049 Notes February 2019 March 2049 1,000 1,000 4.700% Unamortized Debt Issuance Discount and Deferred Financing Costs 2022 - 2049 (79) (88) Unamortized Gain on Fair Value Hedges 2023 4 5 Finance Lease Obligation Various 6 7 Long-term debt $ 8,824 $ 9,130 Note: The table above does not include unamortized amounts related to interest rate contracts designated as cash flow hedges. (1) Coupon rates are semi-annual, except for the euro-denominated December 2027 Notes, which bear an annual coupon. (2) Corporate credit rating improvements may result in a decrease in the adjusted interest rate on our November 2035 Notes to the extent that our lowest credit rating is above BBB- or Baa3. The interest rates on our November 2035 Notes will be permanently reinstated to the issuance rate if the lowest credit ratings assigned to these senior notes is either A- or A3 or higher. Effective November 15, 2021, the interest rate payable will decrease by 0.25 percent and begin accruing at a rate of 6.75 percent following recent upgrades to our credit ratings. (3) As of September 30, 2021 the outstanding balance is presented within Current Debt Obligations within our unaudited consolidated balance sheet. Revolving Credit Facility On May 10, 2021 we entered into a new $2.750 billion revolving credit facility (2021 Revolving Credit Facility) with a global syndicate of commercial banks and terminated our previous facility (2018 Revolving Credit Facility). The 2021 Revolving Credit Facility will mature on May 10, 2026, with one-year extension options, subject to certain conditions. This facility provides backing for our commercial paper program, and outstanding commercial paper directly reduces borrowing capacity under the 2021 Revolving Credit Facility. There were no amounts outstanding under the 2021 Revolving Credit Facility as of September 30, 2021 or under the 2018 Revolving Credit Facility as of December 31, 2020. Financial Covenant As of and through September 30, 2021, we were in compliance with the financial covenant required by the credit facilities described above: Covenant Requirement Actual as of September 30, 2021 as of September 30, 2021 Maximum permitted leverage ratio (1) 4.00 times 2.89 times (1) Ratio of total debt to consolidated EBITDA, as defined by the credit agreements, as amended. The 2021 Revolving Credit Facility includes the following financial covenant requirement for all of our credit arrangements (i) maintain the maximum permitted leverage ratio of 4.00 times for the third quarter of 2021, with a step-down to 3.75 times for the fourth quarter of 2021 and through the remaining term. The agreement provides for higher leverage ratios for the period following a qualified acquisition, at our election, for which consideration exceeds $1.000 billion. In the event of such an acquisition, for the four succeeding quarters immediately following, including the quarter in which the acquisition occurs, the maximum permitted leverage ratio is 4.75 times. The maximum permitted ratio steps down for the fifth, sixth and seventh succeeding quarters to 4.50 times, 4.25 times and 4.00 times, respectively. Thereafter, a maximum leverage ratio of 3.75 times is required through the remaining term of the 2021 Revolving Credit Facility. We have not elected to increase the maximum permitted leverage ratio for the recently completed acquisition of Lumenis due to the funding of the acquisition using cash on hand. The financial covenant requirement provides for an exclusion from the calculation of consolidated EBITDA, as defined by the agreement, through maturity, of any non-cash charges and up to $500 million in restructuring charges and restructuring-related expenses related to our current or future restructuring plans. As of September 30, 2021, we had $428 million of the restructuring charge exclusion remaining. In addition, any cash litigation payments (net of any cash litigation receipts), as defined by the agreements, are excluded from the calculation of consolidated EBITDA, as defined by the agreements, provided that the sum of any excluded net cash litigation payments do not exceed $1.455 billion in the aggregate. As of September 30, 2021, we had $1.243 billion of the litigation exclusion remaining. Any inability to maintain compliance with this covenant could require us to seek to renegotiate the terms of our credit arrangements or seek waivers from compliance with this covenant, both of which could result in additional borrowing costs. Further, there can be no assurance that our lenders would agree to such new terms or grant such waivers on terms acceptable to us. In this case, all 2021 Revolving Credit Facility commitments would terminate, and any amounts borrowed under the facility would become immediately due and payable. Furthermore, any termination of our 2021 Revolving Credit Facility may negatively impact the credit ratings assigned to our commercial paper program, which may impact our ability to refinance any then outstanding commercial paper as it becomes due and payable . Commercial Paper Our commercial paper program is backed by the 2021 Revolving Credit Facility, as discussed above, and outstanding commercial paper directly reduces borrowing capacity under the 2021 Revolving Credit Facility. We did not have any commercial paper outstanding as of September 30, 2021 or December 31, 2020. Senior Notes We had senior notes outstanding of $9.143 billion as of September 30, 2021 and $9.205 billion as of December 31, 2020. Our senior notes were issued in public offerings, are redeemable prior to maturity and are not subject to sinking fund requirements. Our senior notes are unsecured, unsubordinated obligations and rank on parity with each other. These notes are effectively junior to liabilities of our subsidiaries (see Other Arrangements below). Other Arrangements We have accounts receivable factoring programs in certain European countries and with commercial banks in China and Japan which include promissory notes discounting programs. We account for our factoring programs as sales under FASB ASC Topic 860, Transfers and Servicing . We have no retained interest in the transferred receivables, other than collection and administration, and once sold, the accounts receivable are no longer available to satisfy creditors in the event of bankruptcy. Amounts de-recognized for accounts and notes receivable, which are excluded from Trade accounts receivable, net in our accompanying unaudited consolidated balance sheets, are aggregated by contract denominated currency below (in millions): Factoring Arrangements As of September 30, 2021 As of December 31, 2020 Amount Weighted Average Amount Weighted Average Euro denominated $ 152 2.1 % $ 148 1.9 % Yen denominated 203 0.5 % 240 0.6 % Renminbi denominated — 3.1 % — 3.5 % Other Contractual Obligations and Commitments We had outstanding letters of credit of $135 million as of September 30, 2021 and $124 million as of December 31, 2020, which consisted primarily of bank guarantees and collateral for workers' compensation insurance arrangements. As of September 30, 2021 and December 31, 2020, none of the beneficiaries had drawn upon the letters of credit or guarantees, and accordingly, we have not recognized a related liability for our outstanding letters of credit in our accompanying unaudited consolidated balance sheets as of September 30, 2021 and December 31, 2020. Refer to Note F – Contractual Obligations and Commitments to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K for additional information on our borrowings and credit agreements. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Balance Sheet Information [Abstract] | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | NOTE F – SUPPLEMENTAL BALANCE SHEET INFORMATION Components of selected captions in our accompanying unaudited consolidated balance sheets are as follows: Trade accounts receivable, net As of (in millions) September 30, 2021 December 31, 2020 Trade accounts receivable $ 1,778 $ 1,637 Allowance for credit losses (108) (105) $ 1,669 $ 1,531 The following is a rollforward of our Allowance for credit losses : Three Months Ended September 30, Nine Months Ended (in millions) 2021 2020 2021 2020 Beginning balance $ 107 $ 94 $ 105 $ 74 Cumulative effect adjustment (1) n/a n/a n/a 10 Credit loss expense 9 16 20 39 Write-offs (7) (7) (17) (19) Ending balance $ 108 $ 103 $ 108 $ 103 (1) Effective January 1, 2020, we adopted FASB ASC Topic 326 , Financial Instruments - Credit Losses using the modified retrospective method, which requires that we recognize credit loss reserves when financial assets are established if credit losses are expected over the asset’s contractual life. Refer to Note R – New Accounting Pronouncements to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K for additional information. In accordance with FASB ASC Topic 326, we record credit loss reserves to Allowance for credit losses when we establish Trade accounts receivable if credit losses are expected over the asset's contractual life. We base our estimates of credit loss reserves on historical experience and adjust, as necessary, to reflect current conditions using reasonable and supportable forecasts not already reflected in the historical loss information. We utilize an accounts receivable aging approach to determine the reserve to record at accounts receivable commencement for certain customers, applying country or region-specific factors. In performing the assessment of outstanding accounts receivable, regardless of country or region, we may consider significant factors relevant to collectability, including those specific to a customer such as bankruptcy, lengthy average payment cycles and type of account. We closely monitor outstanding receivables for potential collection risks, including those that may arise from economic conditions. Our sales to government-owned or supported customers, particularly in southern Europe, are subject to an increased number of days outstanding prior to payment relative to other countries. More recently, we have seen an increase in the volume of our U.S. business conducted in ambulatory surgery centers and office-based laboratories. Many of these customers are smaller than those we have historically done business with and may have limited liquidity. We have adjusted our estimates of credit loss reserves for these customers, regions and conditions based on collection trends. Inventories As of (in millions) September 30, 2021 December 31, 2020 Finished goods $ 1,039 $ 893 Work-in-process 127 109 Raw materials 436 349 $ 1,603 $ 1,351 Other current assets As of (in millions) September 30, 2021 December 31, 2020 Restricted cash and restricted cash equivalents $ 155 $ 208 Derivative assets 192 133 Licensing arrangements 142 148 Other 302 263 $ 792 $ 751 Property, plant and equipment, net As of (in millions) September 30, 2021 December 31, 2020 Land $ 103 $ 104 Buildings and improvements 1,340 1,292 Equipment, furniture and fixtures 3,515 3,465 Capital in progress 465 446 5,423 5,308 Less: accumulated depreciation 3,314 3,224 $ 2,109 $ 2,084 Depreciation expense was $88 million for the third quarter of 2021, $84 million for the third quarter of 2020, $254 million for the first nine months of 2021 and $238 million for the first nine months of 2020. Other long-term assets As of (in millions) September 30, 2021 December 31, 2020 Restricted cash equivalents $ 57 $ 52 Operating lease right-of-use assets 415 458 Derivative assets 176 109 Investments 434 918 Licensing arrangements 138 218 Other 223 166 $ 1,444 $ 1,921 Accrued expenses As of (in millions) September 30, 2021 December 31, 2020 Legal reserves $ 357 $ 505 Payroll and related liabilities 884 681 Rebates 351 331 Contingent consideration liability 253 26 Other 574 656 $ 2,418 $ 2,197 Other current liabilities As of (in millions) September 30, 2021 December 31, 2020 Deferred revenue $ 160 $ 138 Licensing arrangements 142 153 Taxes payable 113 158 Liabilities held for sale — 200 Other 255 307 $ 669 $ 958 Other long-term liabilities As of (in millions) September 30, 2021 December 31, 2020 Accrued income taxes $ 541 $ 547 Legal reserves 191 64 Contingent consideration liability 195 171 Licensing arrangements 155 253 Operating lease liabilities 377 401 Deferred revenue 296 257 Other 542 615 $ 2,296 $ 2,309 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE G – INCOME TAXES Our effective tax rate from continuing operations is presented below: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Effective tax rate from continuing operations 13.2 % 31.7 % 1.1 % 24.3 % The change in our reported tax rates for the third quarter and first nine months of 2021, as compared to the same periods in 2020, relates primarily to the impact of certain receipts and charges that are taxed at different rates than our effective tax rate. These receipts and charges include litigation-related net charges (credits), intangible asset impairment charges, acquisition/divestiture-related net charges as well as certain discrete tax items primarily related to an IRS audit settlement in the third quarter of 2020. As of September 30, 2021, we had $277 million of gross unrecognized tax benefits, of which a net $195 million, if recognized, would affect our effective tax rate. As of December 31, 2020, we had $261 million of gross unrecognized tax benefits, of which a net $183 million, if recognized, would affect our effective tax rate. The change in our gross unrecognized tax benefit is primarily related to positions on new entities we acquired through recent acquisitions and restructuring activities. It is reasonably possible that within the next 12 months, we will resolve multiple issues with foreign, federal and state taxing authorities, resulting in a reduction in our balance of unrecognized tax benefits of up to $23 million. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE H – COMMITMENTS AND CONTINGENCIES The medical device market in which we participate is largely technology driven. As a result, intellectual property rights, particularly patents and trade secrets, play a significant role in product development and differentiation. Over the years, there has been litigation initiated against us by others, including our competitors, claiming that our current or former product offerings infringe patents owned or licensed by them. Intellectual property litigation is inherently complex and unpredictable. In addition, competing parties frequently file multiple suits to leverage patent portfolios across product lines, technologies and geographies and to balance risk and exposure between the parties. In some cases, several competitors are parties in the same proceeding, or in a series of related proceedings, or litigate multiple features of a single class of devices. These dynamics frequently drive settlement not only for individual cases, but also for a series of pending and potentially related and unrelated cases. Although monetary and injunctive relief is typically sought, remedies and restitution are generally not determined until the conclusion of the trial court proceedings and can be modified on appeal. Accordingly, the outcomes of individual cases are difficult to time, predict or quantify and are often dependent upon the outcomes of other cases in other geographies. During recent years, we successfully negotiated closure of several long-standing legal matters and have received favorable rulings in several other matters; however, there continues to be outstanding intellectual property litigation. Adverse outcomes in one or more of these matters could have a material adverse effect on our ability to sell certain products and on our operating margins, financial position, results of operations and/or liquidity. In the normal course of business, product liability, securities and commercial claims are asserted against us. Similar claims may be asserted against us in the future related to events not known to management at the present time. We maintain an insurance policy providing limited coverage against securities claims and we are substantially self-insured with respect to product liability claims and fully self-insured with respect to intellectual property infringement claims. The absence of significant third-party insurance coverage increases our potential exposure to unanticipated claims or adverse decisions. Product liability claims, securities and commercial litigation and other legal proceedings in the future, regardless of their outcome, could have a material adverse effect on our ability to sell certain products and on our operating margins, financial position, results of operations and/or liquidity. In addition, like other companies in the medical device industry, we are subject to extensive regulation by national, state and local government agencies in the U.S. and other countries in which we operate. From time to time we are the subject of qui tam actions and governmental investigations often involving regulatory, marketing and other business practices. These qui tam actions and governmental investigations could result in the commencement of civil and criminal proceedings, substantial fines, penalties and administrative remedies and have a material adverse effect on our financial position, results of operations and/or liquidity. In accordance with FASB ASC Topic 450, Contingencies , we accrue anticipated costs of settlement, damages, losses for product liability claims and, under certain conditions, costs of defense, based on historical experience or to the extent specific losses are probable and estimable. Otherwise, we expense these costs as incurred. If the estimate of a probable loss is a range and no amount within the range is more likely, we accrue the minimum amount of the range. Our accrual for legal matters that are probable and estimable was $548 million as of September 30, 2021 and $569 million as of December 31, 2020 and includes certain estimated costs of settlement, damages and defense primarily related to product liability cases or claims related to our transvaginal surgical mesh products. A portion of this accrual is already funded through our qualified settlement fund (QSF), which is included in restricted cash and restricted cash equivalents in Other current assets of $155 million as of September 30, 2021 and $208 million as of December 31, 2020. Refer to Note F – Supplemental Balance Sheet Information for additional information. We did not record any litigation-related net charges during the third quarter of 2021 and recorded $302 million during the first nine months of 2021, and $260 million during the third quarter and first nine months of 2020, primarily related to transvaginal mesh products, inclusive of a reserve related to claims made by a coalition of state attorneys general. These settlements were finalized in March of 2021 as described further below. We record certain legal and product liability charges, credits and costs of defense, which we consider to be unusual or infrequent and significant as Litigation-related net charges (credits) in our accompanying unaudited consolidated financial statements. All other legal and product liability charges, credits and costs are recorded within Selling, general and administrative expenses in our accompanying unaudited consolidated statements of operations. We continue to assess certain litigation and claims to determine the amounts, if any, that management believes will be paid as a result of such claims and litigation and, therefore, additional losses may be accrued and paid in the future, which could materially adversely impact our operating results, cash flows and/or our ability to comply with our financial covenant. In management's opinion, we are not currently involved in any legal proceedings other than those disclosed in our most recent Annual Report on Form 10-K and those specifically identified below, which, individually or in the aggregate, could have a material adverse effect on our financial condition, operations and/or cash flows. Unless included in our legal accrual or otherwise indicated below, a range of loss associated with any individual material legal proceeding cannot be reasonably estimated. Patent Litigation On October 28, 2015, the Company filed suit against Cook Group Limited and Cook Medical LLC (collectively, “Cook”) in the United States District Court for the District of Delaware (1:15-cv-00980) alleging infringement of certain Company patents regarding Cook’s Instinct™ Endoscopic Hemoclip. The case was transferred to the District Court for the Southern District of Indiana. Cook filed seven Inter Partes Review (“IPR”) requests with the U.S. Patent and Trademark Office (USPTO) against the four asserted patents. All IPRs have concluded and Cook and the Company both appealed the Patent Office’s IPR decisions to the Federal Circuit Court of Appeals. On April 30, 2020, the U.S. Court of Appeals ruled that claims from two of the Company's patents remain valid, remanding two of the patents for further review by the USPTO’s Patent Trial and Appeal Board. In November 2020, the Patent Office issued remand rulings invalidating several additional claims. The district court stayed the case pending the appeals court decision on the IPRs, which is now complete. The case is proceeding before the United States District Court for the Southern District of Indiana, with the Company asserting three patents against Cook. Trial is anticipated in February 2023. On November 20, 2017, The Board of Regents, University of Texas System (UT) and TissueGen. Inc., served a lawsuit against us in the Western District of Texas. The complaint against us alleges patent infringement of two U.S. patents owned by UT, relating to “Drug Releasing Biodegradable Fiber Implant” and “Drug Releasing Biodegradable Fiber for Delivery of Therapeutics,” and affects the manufacture, use and sale of our Synergy™ Stent System. On March 12, 2018, the District Court for the Western District of Texas dismissed the action and transferred it to the United States District Court for the District of Delaware. On September 5, 2019, the Court of Appeals for the Federal Circuit affirmed the dismissal of the District Court for the Western District of Texas. In April 2020, the United States Supreme Court denied the University’s Petition for Certiorari. UT is proceeding with its case against BSC in Delaware. Trial is scheduled for November 14, 2022. On December 9, 2016, the Company and Boston Scientific Neuromodulation Corporation filed a patent infringement action against Nevro in United States District Court for the District of Delaware (16-cv-1163) alleging that ten U.S. patents owned by Boston Scientific Neuromodulation Corporation are infringed by Nevro's Senza™ Spinal Cord Stimulation (SCS) System. At a trial held in October and November 2021 regarding six of Boston Scientific's originally asserted patent claims, a jury granted Boston Scientific a monetary award, finding that each asserted claim is valid, that four of the six claims are infringed by Nevro, and that two of the claims are willfully infringed by Nevro. On April 21, 2018, the Company and Boston Scientific Neuromodulation Corporation filed a patent infringement, theft of trade secrets and tortious interference with a contract action against Nevro in United States District Court for the District of Delaware (18-cv-664), and amended the complaint on July 18, 2018, alleging that nine U.S. patents owned by Boston Scientific Neuromodulation Corporation are infringed by Nevro’s Senza™ I and Senza™ II SCS Systems. On December 9, 2019, Nevro filed an answer and counterclaims, in which it alleged that our SCS systems infringe five Nevro patents. No trial date has been set for the theft of trade secrets and patent counterclaims. The patent infringement claims from case 18-cv-664 were stayed pending IPRs. On January 6, 2021, the court stayed one of the patent infringement claims from case 16-cv-1163, such that it will proceed with the stayed patent infringement claims from case 18-cv-664. Product Liability Litigation As of October 20, 2021, approximately 54,500 product liability cases or claims related to transvaginal surgical mesh products designed to treat stress urinary incontinence and pelvic organ prolapse have been asserted against us. As of October 20, 2021, we have entered into master settlement agreements in principle or are in the final stages of entering one with certain plaintiffs' counsel to resolve an aggregate of approximately 52,500 cases and claims, adjusted to reflect the Company’s analysis of expected non-participation and duplicate claims. These master settlement agreements provide that the settlement and distribution of settlement funds to participating claimants are conditional upon, among other things, achieving minimum required claimant participation thresholds. Of the approximately 52,500 cases and claims, approximately 50,500 have met the conditions of the settlement and are final. All settlement agreements were entered into solely by way of compromise and without any admission or concession by us of any liability or wrongdoing. The pending cases are in various federal and state courts in the U.S. Generally, the plaintiffs allege personal injury associated with use of our transvaginal surgical mesh products. The plaintiffs assert design and manufacturing claims, failure to warn, breach of warranty, fraud, violations of state consumer protection laws and loss of consortium claims. Over 3,100 of the cases were specially assigned to one judge in state court in Massachusetts. On February 7, 2012, the Judicial Panel on Multi-District Litigation (MDL) established MDL-2326 in the U.S. District Court for the Southern District of West Virginia and transferred the federal court transvaginal surgical mesh cases to MDL-2326 for coordinated pretrial proceedings. The Court issued an Order closing the MDL on February 11, 2021, as all cases that had been pending were dismissed or remanded to courts of primary jurisdiction. Outside the United States, there are fewer than 80 claims in the United Kingdom and Ireland. In the first quarter of 2021, two class actions were filed against the Company in Australia. In the second quarter of 2021, one class action was permanently stayed, while the other is proceeding. The registration process for the class action closed on October 29, 2021. Complete registration information is not yet available but preliminary information indicates that fewer than 300 women have completed registration forms alleging they had Boston Scientific implants. There are also fewer than 10 cases in Canada, inclusive of one certified class action, which has settled and received Court approval. On April 16, 2019, the U.S. Food and Drug Administration (FDA) ordered that all manufacturers of surgical mesh products indicated for the transvaginal repair of pelvic organ prolapse stop selling and distributing their products in the United States immediately, stemming from the FDA’s 2016 reclassification of these devices to class III (high risk) devices, and as a result, the Company ceased global sales and distribution of surgical mesh products indicated for transvaginal pelvic organ prolapse. In April 2021 the Company's Board of Directors received a shareholder demand under section 220 of the Delaware General Corporation Law, for inspection of books and records. The Company has notified our insurer and retained counsel to respond to the demand. We have established a product liability accrual for known and estimated future cases and claims asserted against us as well as with respect to the actions that have resulted in verdicts against us and the costs of defense thereof associated with our transvaginal surgical mesh products. In the second quarter of 2021, we increased the accrual associated with this matter by $298 million to account for increased, post-COVID-19 pandemic settlement and litigation activity related to the remaining cases and claims the Company faces, our revision of the per-case settlement amount for these cases based on recent settlement and litigation activity and changes to our expectations regarding the rate of incoming cases and claims. We continue to engage in discussions with plaintiffs’ counsel regarding potential resolution of pending cases and claims. We continue to vigorously contest the cases and claims asserted against us that do not settle, and expect that more cases will go to trial through 2023. The final resolution of the cases and claims is uncertain and could have a material impact on our results of operations, financial condition and/or liquidity. Trials involving our transvaginal surgical mesh products have resulted in both favorable and unfavorable judgments for us. We do not believe that the judgment in any one trial is representative of potential outcomes of all cases or claims related to our transvaginal surgical mesh products. We are currently named a defendant in 67 filed product liability cases involving our Greenfield Vena Cava Filter, which we discontinued marketing and active selling in the fourth quarter of 2018, alleging various injuries, including perforation of the vena cava, post-implant deep vein thrombosis, fracture, and other injuries. Most of the filed cases are part of a consolidated matter in Middlesex County, Massachusetts. We have received notice of an additional 377 claims, none of which have been filed. As of October 20, 2021, we have entered into master settlement agreements in principle or are in the final stages of entering with certain plaintiffs’ counsel to resolve approximately 200 cases. Governmental Investigations and Qui Tam Matters On December 1, 2015, the Brazilian governmental entity known as CADE (the Administrative Council of Economic Defense), served a search warrant on the offices of our Brazilian subsidiary, as well as on the Brazilian offices of several other major medical device makers who do business in Brazil, in furtherance of an investigation into alleged anti-competitive activity with respect to certain tender offers for government contracts. On June 20, 2017, CADE, through the publication of a “technical note,” announced that it was launching a formal administrative proceeding against Boston Scientific’s Brazilian subsidiary, Boston Scientific do Brasil Ltda. (BSB), as well as against the Brazilian operations of Medtronic, Biotronik and St. Jude Medical, two Brazilian associations, ABIMED and AMBIMO and 29 individuals for alleged anti-competitive behavior. In August 2021, the investigating commissioner issued a preliminary recommendation of liability against all of the involved companies, and also recommended that CADE impose fines and penalties. However, on October 25, 2021, the CADE Attorney General's office recommended dismissal of the charges and allegations against BSB and the individual BSB employees who were still individual defendants. The full Commission is considering this recommendation but has not yet issued its decision. We continue to deny the allegations, intend to defend ourselves vigorously and will appeal any decision of liability by the full Commission to the Brazilian courts. During such an appeal the decision would have no force and effect, and the Court would consider the case without being bound by CADE’s decision. On December 21, 2017, Janssen Biotech, Inc., Janssen Oncology, Inc, Janssen Research & Development, LLC, and Johnson & Johnson (collectively, Janssen) were served with a qui tam complaint filed on behalf of the United States, 29 states, and the District of Columbia. The complaint, which was filed in the United States District Court for the Northern District of California, alleges that Janssen violated the federal False Claims Act and state law when providing pricing information for ZYTIGA to the government in connection with direct government sales and government-funded drug reimbursement programs. The case has been transferred to United States District Court for the District of New Jersey. On June 20, 2019, the complaint was amended to include BTG International Limited as a defendant. In May 2020, a class action complaint was filed in New Jersey federal court against Janssen and BTG by a direct purchaser of Zytiga on behalf of similarly situated entities. The complaint was amended in February 2021 and alleges that BTG and Janssen violated antitrust laws by attempting to enforce certain patents against potential generic competitors. On October 12, 2021, the court granted BTG and Janssen’s motion to compel arbitration in the direct purchaser action and stayed all direct purchaser proceedings. On October 27, 2021, the court granted BTG and Janssen's motion to dismiss all claims in the indirect purchaser action. A motion to dismiss the indirect purchaser and qui tam actions are pending. Refer to Note G – Income Taxes for information regarding our tax litigation. Matters Concluded Since December 31, 2020 On February 23, 2015, a judge for the Court of Modena (Italy) ordered a trial for Boston Scientific and three of its employees, as well as numerous other defendants charged in criminal proceedings. The charges arise from allegations that the defendants made improper donations to certain healthcare providers and other employees of the Hospital of Modena in order to induce them to conduct unauthorized clinical trials, as well as related government fraud in relation to the financing of such clinical trials. A trial began on February 24, 2016. On November 10, 2017, the Court issued a ruling that convicted one Boston Scientific employee but acquitted two others and levied a fine of €245 thousand against us and imposed joint and several civil damages of €620 thousand on all defendants. We continue to deny these allegations, and timely appealed the decision on May 10, 2018. On November 9, 2020, the Court of Appeal in Bologna reversed the judgements against Boston Scientific and its employee and acquitted them of all charges. This judgment of acquittal became final as to the Company and its employee on April 15, 2021 when the prosecution chose not to appeal. During the fourth quarter of 2013, we received written discovery requests from certain state attorneys general regarding our transvaginal surgical mesh products and related alleged violations of states’ consumer protection statutes. On December 12, 2019, the Mississippi Attorney General filed suit against us in a Mississippi state court alleging violations of the Mississippi Consumer Protection Act. In the fourth quarter of 2020 and the first quarter of 2021, we reached settlements with 48 states, including Mississippi, and the District of Columbia. These settlements were finalized in March of 2021. On September 6, 2019, Boston Scientific Corporation, Boston Scientific Scimed, Inc., and Fortis Advisors, LLC, as a Securityholder Representative for the former Securityholders of nVision Medical Corp. filed a declaratory judgment action against BioCardia, Inc. in the United States District Court for the Northern District of California to address threats and allegations by BioCardia challenging inventorship and ownership of various patents that Boston Scientific Corporation acquired through an April 13, 2018 merger with nVision as well as related threats and allegations by BioCardia of trade secret misappropriation and unjust enrichment. On December 11, 2019, BioCardia filed an amended answer and counterclaims. On April 23, 2020, BioCardia filed a complaint against nVision, which had not been named as a defendant in the original case. On May 22, 2020, BioCardia amended its complaint against nVision to add twenty former nVision shareholders as defendants. On August 20, 2020, BioCardia again amended its complaint against Boston Scientific Corporation/Boston Scientific Scimed, Inc./Fortis Advisors, LLC and its complaint against nVision/nVision shareholders. On April 8, 2021, the parties settled the dispute, and, on April 12, 2021, the parties filed stipulations with the court to dismiss the remaining legal proceedings. We expect the settlement will not result in any material benefit or liability to the Company. On May 5, 2014, we were served with a subpoena from the U.S. Department of Health and Human Services, Office of the Inspector General. The subpoena seeks information relating to the launch of the Cognis™ CRT-D and Teligen™ ICD line of devices in 2008, the performance of those devices from 2007 to 2009 and the operation of our Physician Guided Learning Program. We are cooperating with this request. On May 6, 2016, a qui tam lawsuit in this matter was unsealed in the United States District Court for the District of Minnesota. At the same time, we learned that the U.S. federal government and the State of California had earlier declined to intervene in that lawsuit on April 15, 2016. The complaint was served on us on July 21, 2016. On October 7, 2016, the plaintiff/relator served an amended complaint that dropped the allegations relating to our Physician Guided Learning Program. We filed a motion to dismiss the amended complaint on December 7, 2016 and the court heard our motion to dismiss on April 5, 2017. On August 29, 2017, the Court granted the motion to dismiss, without prejudice and on September 19, 2017, the relator filed a Second Amended Complaint. We filed a motion to dismiss the Second Amended Complaint on October 10, 2017 and the Court denied that motion on December 13, 2017. On July 31, 2018, the relator filed a motion seeking leave to file a Third Amended Complaint. The Court denied the motion on October 30, 2018. In February 2021, we filed a motion for summary judgment, which the relator opposed, and on August 13, 2021, the Court granted the motion in its entirety. Subsequently, the parties resolved the matter, effective October 4, 2021, and the matter is now concluded. The resolution did not result in any material liability to the Company. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE I – STOCKHOLDERS' EQUITY Preferred Stock We are authorized to issue 50 million shares of preferred stock in one or more series and to fix the powers, designations, preferences and relative participating, option or other rights thereof, including dividend rights, conversion rights, voting rights, redemption terms, liquidation preferences and the number of shares constituting any series, without any further vote or action by our stockholders. On May 27, 2020, we completed an offering of 10,062,500 shares of 5.50% Mandatory Convertible Preferred Stock (MCPS), Series A at a price to the public and liquidation preference of $100 per share. The net proceeds from the MCPS offering were approximately $975 million after deducting underwriting discounts and commissions and offering expenses. As of September 30, 2021, our MCPS had an aggregate liquidation preference of $1.006 billion. Holders of MCPS will be entitled to receive, when, as and if declared by our Board of Directors, or an authorized committee thereof, out of funds legally available for payment, cumulative dividends at the annual rate of 5.50% of the liquidation preference of $100 per share, payable in cash or, subject to certain limitations, by delivery of shares of common stock or any combination of cash and shares of common stock, at our election; provided, however, that any unpaid dividends on the MCPS will continue to accumulate as described in the Certificate of Designations. Subject to certain exceptions, no dividend or distribution will be declared or paid on shares of our common stock, and no common stock will be purchased, redeemed or otherwise acquired for consideration by us or any of our subsidiaries unless, in each case, all accumulated and unpaid dividends for all preceding dividend periods have been declared and paid, or a sufficient amount of cash or number of shares of common stock has been set apart for the payment of such dividends, on all outstanding shares of MCPS. In the event of our voluntary or involuntary liquidation, winding-up or dissolution, no distribution of our assets may be made to holders of our common stock until we have paid holders of our MCPS, each of which will be entitled to receive a liquidation preference in the amount of $100 per share plus accumulated and unpaid dividends. Unless earlier converted, each share of MCPS will automatically convert on June 1, 2023, subject to postponement for certain market disruption events, into between 2.3834 and 2.9197 shares of common stock, subject to customary anti-dilution adjustments. The number of shares of common stock issuable upon conversion will be determined based on the average volume-weighted average price per share of common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately preceding June 1, 2023. The MCPS is not subject to any redemption, sinking fund or other similar provisions. However, at our option, we may purchase or exchange the MCPS from time to time in the open market, by tender or exchange offer or otherwise, without the consent of, or notice to, holders of MCPS. The holders of the MCPS will not have any voting rights, with limited exceptions. In the third quarter of 2021, the Audit Committee of our Board of Directors (the Committee), pursuant to authority delegated to such committee by our Board of Directors, declared and we paid a cash dividend of $1.375 per MCPS share to holders of our MCPS as of August 15, 2021, representing a dividend period from June through August 2021. On October 26, 2021, the Committee declared a cash dividend of $1.375 per MCPS share to holders of our MCPS as of November 15, 2021, representing a dividend period from September through November 2021. We have presented cumulative, unpaid dividends within Accrued expenses within our unaudited consolidated balance sheet as of September 30, 2021. Refer to Note L – Stockholders' Equity to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K for information on the pertinent rights and privileges of our outstanding common stock. |
Weighted Average Shares Outstan
Weighted Average Shares Outstanding | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Weighted Average Number Of Shares Outstanding [Text Block] | NOTE J – WEIGHTED AVERAGE SHARES OUTSTANDING Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Weighted average shares outstanding — basic 1,423.8 1,430.9 1,421.3 1,413.0 Net effect of common stock equivalents 11.8 — 11.7 — Weighted average shares outstanding - assuming dilution 1,435.6 1,430.9 1,433.0 1,413.0 The following securities were excluded from the calculation of weighted average shares outstanding - assuming dilution because their effect in the periods presented below would have been anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Common stock equivalents (1) 0 14 0 14 Stock options outstanding (2) 0 6 3 6 MCPS (3) 24 24 24 11 (1) Represents common stock equivalents pursuant to our employee stock-based compensation plans, which are anti-dilutive in the third quarter and first nine months of 2020 due to our Net loss position in those periods. (2) Represents stock options outstanding pursuant to our employee stock-based compensation plans with exercise prices that were greater than the average fair market value of our common stock for the related periods. (3) Represents common stock issuable upon the conversion of MCPS. Refer to Note I – Stockholders' Equity for additional information. We base Net income (loss) per common share - assuming dilution upon the weighted-average number of common shares and common stock equivalents outstanding during each year. Potential common stock equivalents are determined using the treasury stock method. We exclude stock options, stock awards and MCPS from the calculation if the effect would be anti-dilutive. The dilutive effect of MCPS is calculated using the if-converted method. The if-converted method assumes that these securities were converted to shares of common stock at the beginning of the reporting period to the extent that the effect is dilutive. For the third quarter and first nine months of 2021, the effect of assuming the conversion of MCPS into shares of common stock was anti-dilutive, and therefore excluded from the calculation of earnings per share (EPS). Accordingly, Net income was reduced by cumulative Preferred stock dividends , as presented in our accompanying unaudited consolidated statements of operations, for purposes of calculating Net income available to common stockholders . |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | NOTE K – SEGMENT REPORTING Our seven core businesses are organized into three reportable segments: MedSurg, Rhythm and Neuro, and Cardiovascular, which represent an aggregation of our operating segments that generate revenues from the sale of medical devices. We measure and evaluate our reportable segments based on net sales of reportable segments, operating income of reportable segments, excluding intersegment profits, and operating income of reportable segments as a percentage of net sales of reportable segments. Operating income of reportable segments as a percentage of net sales of reportable segments is defined as operating income of reportable segments divided by net sales of reportable segments. We exclude from operating income of reportable segments certain corporate-related expenses and certain transactions or adjustments that our chief operating decision maker (CODM) considers to be non-operational, such as amounts related to amortization expense, goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits); and certain litigation-related net charges (credits) and European Union (EU) Medical Device Regulation (MDR) implementation costs. Although we exclude these amounts from operating income of reportable segments, they are included in reported Income (loss) before income taxes in our accompanying unaudited consolidated statements of operations and are included in the reconciliation below. A reconciliation of the totals reported for the reportable segments to the applicable line items within our accompanying unaudited consolidated statements of operations is as follows (in millions, except percentages): Three Months Ended Nine Months Ended 2021 2020 2021 2020 MedSurg $ 917 $ 825 $ 2,725 $ 2,175 Rhythm and Neuro 819 757 2,436 1,985 Cardiovascular 1,196 1,002 3,588 2,862 Total net sales of reportable segments 2,932 2,584 8,748 7,021 All other (Specialty Pharmaceuticals) (1) — 74 13 183 Net sales $ 2,932 $ 2,659 $ 8,761 $ 7,204 Three Months Ended Nine Months Ended 2021 2020 2021 2020 MedSurg $ 338 $ 307 $ 1,033 $ 738 Rhythm and Neuro 160 165 476 296 Cardiovascular 361 208 1,117 593 Total operating income of reportable segments 859 680 2,626 1,628 All other (Specialty Pharmaceuticals) (1) — 49 4 124 Unallocated amounts: Corporate expenses, including hedging activities (109) (108) (438) (330) Intangible asset impairment charges, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits), and certain litigation-related net charges (credits) and EU MDR implementation costs (178) (629) (624) (957) Amortization expense (184) (197) (549) (595) Operating income (loss) 387 (205) 1,019 (130) Other expense, net 95 (22) (62) (256) Income (loss) before income taxes $ 483 $ (227) $ 957 $ (386) (1) On March 1, 2021, we completed the divestiture of the Specialty Pharmaceuticals business. Our consolidated net sales and income (loss) before income taxes for the first nine months of 2021 include Specialty Pharmaceuticals up to the date of the closing of the transaction. Operating income margin of reportable segments Three Months Ended Nine Months Ended 2021 2020 2021 2020 MedSurg 36.8 % 37.2 % 37.9 % 33.9 % Rhythm and Neuro 19.5 % 21.9 % 19.5 % 14.9 % Cardiovascular 30.2 % 20.8 % 31.1 % 20.7 % |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | NOTE L – REVENUE We generate revenue primarily from the sale of single-use medical devices and present revenue net of sales taxes in our accompanying unaudited consolidated statements of operations. The following tables disaggregate our revenue from contracts with customers by business and geographic region (in millions): Three Months Ended September 30, 2021 2020 Businesses U.S. Int'l Total U.S. Int'l Total Endoscopy $ 306 $ 227 $ 533 $ 270 $ 205 $ 475 Urology and Pelvic Health 275 109 384 251 99 350 Cardiac Rhythm Management 312 199 512 275 190 465 Electrophysiology 32 55 86 33 43 76 Neuromodulation 175 46 221 176 41 216 Interventional Cardiology 376 368 744 255 331 586 Peripheral Interventions 250 202 452 236 179 416 Specialty Pharmaceuticals — — — 65 10 74 Net Sales $ 1,726 $ 1,206 $ 2,932 $ 1,560 $ 1,098 $ 2,659 On March 1, 2021, we completed the divestiture of the Specialty Pharmaceuticals business. Our consolidated net sales for the first nine months of 2021 include Specialty Pharmaceuticals up to the date of the closing of the transaction. Nine Months Ended September 30, 2021 2020 Businesses U.S. Int'l Total U.S. Int'l Total Endoscopy $ 902 $ 681 $ 1,583 $ 715 $ 550 $ 1,265 Urology and Pelvic Health 817 325 1,142 650 260 910 Cardiac Rhythm Management 903 603 1,505 738 515 1,253 Electrophysiology 96 169 265 86 116 202 Neuromodulation 520 145 666 426 103 529 Interventional Cardiology 1,117 1,113 2,230 741 973 1,714 Peripheral Interventions 748 609 1,358 649 499 1,148 Specialty Pharmaceuticals 10 4 13 162 21 183 Net Sales $ 5,112 $ 3,649 $ 8,761 $ 4,167 $ 3,037 $ 7,204 Three Months Ended September 30, Nine Months Ended September 30, Geographic Regions 2021 2020 2021 2020 U.S. $ 1,726 $ 1,496 $ 5,103 $ 4,005 EMEA (Europe, Middle East and Africa) 590 540 1,855 1,507 APAC (Asia-Pacific) 517 472 1,511 1,292 LACA (Latin America and Canada) 99 77 279 217 Medical Devices 2,932 2,584 8,748 7,021 U.S. — 65 10 162 International — 10 4 21 Specialty Pharmaceuticals — 74 13 183 Net Sales $ 2,932 $ 2,659 $ 8,761 $ 7,204 Emerging Markets (1) $ 354 $ 291 $ 1,030 $ 832 (1) We define Emerging Markets as the 20 countries that we believe have strong growth potential based on their economic conditions, healthcare sectors and our global capabilities. Periodically, we assess our list of Emerging Markets countries, and effective January 1, 2021, modified our list to include the following countries: Brazil, Chile, China, Colombia, Czech Republic, India, Indonesia, Malaysia, Mexico, Philippines, Poland, Russia, Saudi Arabia, Slovakia, South Africa, South Korea, Taiwan, Thailand, Turkey and Vietnam. We have revised prior period amounts to conform to the current year's presentation which had an immaterial impact on previously reported Emerging Markets net sales. Deferred Revenue Contract liabilities are classified within Other current liabilities and Other long-term liabilities in our accompanying unaudited consolidated balance sheets. Our deferred revenue balance was $455 million as of September 30, 2021 and $395 million as of December 31, 2020. Our contractual liabilities are primarily composed of deferred revenue related to the LATITUDE™ Patient Management System within our Cardiac Rhythm Management (CRM) business, for which revenue is recognized over the average service period based on device and patient longevity. Our contractual liabilities also include deferred revenue related to the LUX-Dx™ Insertable Cardiac Monitor (ICM) system, also within our CRM business, for which revenue is recognized over the average service period based on device longevity and usage. We recognized revenue of $39 million in the third quarter and $113 million in the first nine months of 2021 that was included in the above contract liability balance as of December 31, 2020. We have elected not to disclose the transaction price allocated to unsatisfied performance obligations when the original expected contract duration is one year or less. In addition, we have not identified material unfulfilled performance obligations for which revenue is not currently deferred. Variable Consideration We generally allow our customers to return defective, damaged and, in certain cases, expired products for credit. We base our estimate for sales returns upon historical trends and record the amount as a reduction to revenue when we sell the initial product. In addition, we may allow customers to return previously purchased products for next-generation product offerings. For these transactions, we defer recognition of revenue on the sale of the earlier generation product based upon an estimate of the amount of product to be returned when the next-generation products are shipped to the customer. Uncertain timing of next-generation product approvals, variability in product launch strategies, product recalls and variation in product utilization all affect our estimates related to sales returns and could cause actual returns to differ from these estimates. We also offer sales rebates and discounts to certain customers. We treat sales rebates and discounts as a reduction of revenue and classify the corresponding liability as current. We estimate rebates for products where there is sufficient historical information available to predict the volume of expected future rebates. If we are unable to reasonably estimate the expected rebates, we record a liability for the maximum rebate percentage offered. We have entered certain agreements with group purchasing organizations to sell our products to participating hospitals at negotiated prices. We recognize revenue from these agreements following the same revenue recognition criteria discussed above. |
Changes in Other Comprehensive
Changes in Other Comprehensive Income | 9 Months Ended |
Sep. 30, 2021 | |
Other Comprehensive Income (Loss) Net of Tax, Period Change [Abstract] | |
Comprehensive Income (Loss) Note [Text Block] | NOTE M – CHANGES IN OTHER COMPREHENSIVE INCOME The following tables provide the reclassifications out of Other comprehensive income (loss), net of tax : Three Months Ended September 30 (in millions) Foreign Currency Translation Adjustments Net Change in Derivative Financial Instruments Net Change in Defined Benefit Pensions and Other Items Total Balance as of June 30, 2021 $ 136 $ 146 $ (46) $ 237 Other comprehensive income (loss) before reclassifications (47) 61 — 14 (Income) loss amounts reclassified from accumulated other comprehensive income (2) (11) — (13) Total other comprehensive income (loss) (49) 50 — 1 Balance as of September 30, 2021 $ 88 $ 196 $ (46) $ 238 (in millions) Foreign Currency Translation Adjustments Net Change in Derivative Financial Instruments Net Change in Defined Benefit Pensions and Other Items Total Balance as of June 30, 2020 $ (46) $ 222 $ (45) $ 131 Other comprehensive income (loss) before reclassifications 88 (50) — 38 (Income) loss amounts reclassified from accumulated other comprehensive income (5) (14) — (19) Total other comprehensive income (loss) 84 (64) — 20 Balance as of September 30, 2020 $ 38 $ 158 $ (45) $ 151 Nine Months Ended September 30 (in millions) Foreign Currency Translation Adjustments Net Change in Derivative Financial Instruments Net Change in Defined Benefit Pensions and Other Items Total Balance as of December 31, 2020 $ 218 $ 36 $ (47) $ 207 Other comprehensive income (loss) before reclassifications 5 182 1 188 (Income) loss amounts reclassified from accumulated other comprehensive income (1) (135) (21) — (157) Total other comprehensive income (loss) (130) 161 1 31 Balance as of September 30, 2021 $ 88 $ 196 $ (46) $ 238 (1) In connection with the completion of the divestiture of the Specialty Pharmaceuticals business in the first quarter of 2021, we released $127 million of cumulative translation adjustments associated with the disposed business from Accumulated other comprehensive income (loss), net of tax . (in millions) Foreign Currency Translation Adjustments Net Change in Derivative Financial Instruments Net Change in Defined Benefit Pensions and Other Items Total Balance as of December 31, 2019 $ 142 $ 173 $ (45) $ 270 Other comprehensive income (loss) before reclassifications (90) 36 — (54) (Income) loss amounts reclassified from accumulated other comprehensive income (14) (52) — (65) Total other comprehensive income (loss) (104) (15) — (119) Balance as of September 30, 2020 $ 38 $ 158 $ (45) $ 151 Refer to Note D – Hedging Activities and Fair Value Measurements for further detail on our net investment hedges recorded in Foreign currency translation adjustments and our cash flow hedges recorded in Net change in derivative financial instruments . The gains and losses on defined benefit and pension items before reclassifications and gains and losses on defined benefit and pension items reclassified from Accumulated other comprehensive income (loss), net of tax |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
New Accounting Pronouncements, Policy | NOTE N – NEW ACCOUNTING PRONOUNCEMENTS Periodically, new accounting pronouncements are issued by the FASB or other standard setting bodies. Recently issued standards typically do not require adoption until a future effective date. Prior to their effective date, we evaluate the pronouncements to determine the potential effects of adoption on our accompanying unaudited consolidated financial statements. During the first quarter of 2021, we implemented the following standards, which did not have a material impact on our financial position and results of operations. ASC Update No. 2020-10 In October 2020, the FASB issued ASC Update No. 2020-10, Codification Improvements . Update No. 2020-10 amends a wide variety of Topics in the Codification in order to improve the consistency of the Codification and the application thereof, while leaving Generally Accepted Accounting Principles unchanged. ASC Update No. 2020-06 In August 2020, the FASB issued ASC Update No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The amendments in Update No. 2020-06 simplify the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exception for contracts in an entity’s own equity. ASC Update No. 2019-12 In December 2019, the FASB issued ASC Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The purpose of Update No. 2019-12 is to continue the FASB’s Simplification Initiative to reduce complexity in accounting standards. The amendments in Update No. 2019-12 simplify the accounting for income taxes by removing certain exceptions related to the incremental approach for intraperiod tax allocation, the requirement to recognize or derecognize deferred tax liabilities related to equity method investments that are also foreign subsidiaries, and the methodology for calculating income taxes in an interim period. In addition to removing these exceptions, Update No. 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes. Standards to be Implemented ASC Update No. 2021-08 In October 2021, the FASB issued ASC Update No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in Update No. 2021-08 improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. Update No. 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, and we plan to adopt Update No. 2021-08 during the fourth quarter of 2021. We have the option to apply the amendments retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early adoption, or prospectively. We do not expect the adoption to have a material effect on our financial position or results of operations. ASC Update No. 2021-05 In July 2021, the FASB issued ASC Update No. 2021-05, Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments . The amendments in Update No. 2021-05 revise lessor lease classification guidance and require accounting for certain leases with variable lease payments that do not depend on a reference index or rate as operating leases. Such classification is required if the lease would have been classified as a sales-type or direct financing lease in accordance with guidance in FASB ASC Topic 842 and the lessor would have otherwise recognized a day-one loss. Update No. 2021-05 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. We have the option to apply the amendments retrospectively to leases that commenced or were modified on or after the adoption of FASB ASC Topic 842, or prospectively. We do not expect the adoption to have a material impact on our financial position or results of operations. |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events We evaluate events occurring after the date of our accompanying unaudited consolidated balance sheet for potential recognition or disclosure in our financial statements. Those items requiring recognition in the financial statements have been recorded and disclosed accordingly. Those items requiring disclosure (non-recognized subsequent events) in the financial statements have been disclosed accordingly. Refer to Note B – Acquisitions, Divestitures and Strategic Investments, Note H – Commitments and Contingencies and Note I – Stockholders' Equity for further details. |
Fair Value Measurements Hedging
Fair Value Measurements Hedging Activities and Fair Value Measurements (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement, Policy [Policy Text Block] | FASB ASC Topic 815 requires all derivative and nonderivative instruments to be recognized at their fair values as either assets or liabilities on the balance sheet. We determine the fair value of our derivative and nonderivative instruments using the framework prescribed by FASB ASC Topic 820, Fair Value Measurements and Disclosures |
Derivatives, Policy [Policy Text Block] | Our derivative instruments do not subject our earnings to material risk, as the gains or losses on these derivatives generally offset losses or gains recognized on the hedged item.We manage concentration of counterparty credit risk by limiting acceptable counterparties to major financial institutions with investment grade credit ratings, limiting the amount of credit exposure to individual counterparties and by actively monitoring counterparty credit ratings and the amount of individual credit exposure. We also employ master netting arrangements that limit the risk of counterparty non-payment on a particular settlement date to the net gain that would have otherwise been received from the counterparty. Although not completely eliminated, we do not consider the risk of counterparty default to be significant as a result of these protections. Further, none of our derivative instruments are subject to collateral or other security arrangements, nor do they contain provisions that are dependent on our credit ratings from any credit rating agency. |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Costs, Policy [Policy Text Block] | In accordance with FASB ASC Topic 450, Contingencies , we accrue anticipated costs of settlement, damages, losses for product liability claims and, under certain conditions, costs of defense, based on historical experience or to the extent specific losses are probable and estimable. Otherwise, we expense these costs as incurred. If the estimate of a probable loss is a range and no amount within the range is more likely, we accrue the minimum amount of the range. |
New Accounting Pronouncements (
New Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
ASC Update No. 2020-10 Codification Improvements | ASC Update No. 2020-10 In October 2020, the FASB issued ASC Update No. 2020-10, Codification Improvements . Update No. 2020-10 amends a wide variety of Topics in the Codification in order to improve the consistency of the Codification and the application thereof, while leaving Generally Accepted Accounting Principles unchanged. |
ASC Update No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) | ASC Update No. 2020-06 In August 2020, the FASB issued ASC Update No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The amendments in Update No. 2020-06 simplify the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exception for contracts in an entity’s own equity. |
ASC Update No. 2019-12, Income Taxes (Topic 740) [Policy Text Block] | ASC Update No. 2019-12 In December 2019, the FASB issued ASC Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The purpose of Update No. 2019-12 is to continue the FASB’s Simplification Initiative to reduce complexity in accounting standards. The amendments in Update No. 2019-12 simplify the accounting for income taxes by removing certain exceptions related to the incremental approach for intraperiod tax allocation, the requirement to recognize or derecognize deferred tax liabilities related to equity method investments that are also foreign subsidiaries, and the methodology for calculating income taxes in an interim period. In addition to removing these exceptions, Update No. 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes. |
ASC Update No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers | ASC Update No. 2021-08 In October 2021, the FASB issued ASC Update No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in Update No. 2021-08 improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. Update No. 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, and we plan to adopt Update No. 2021-08 during the fourth quarter of 2021. We have the option to apply the amendments retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early adoption, or prospectively. We do not expect the adoption to have a material effect on our financial position or results of operations. |
ASC Update No. 2020-05, Leases (Topic 842): Lessors - Certain Leases with Variable Lease Payments | ASC Update No. 2021-05 In July 2021, the FASB issued ASC Update No. 2021-05, Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments . The amendments in Update No. 2021-05 revise lessor lease classification guidance and require accounting for certain leases with variable lease payments that do not depend on a reference index or rate as operating leases. Such classification is required if the lease would have been classified as a sales-type or direct financing lease in accordance with guidance in FASB ASC Topic 842 and the lessor would have otherwise recognized a day-one loss. Update No. 2021-05 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. We have the option to apply the amendments retrospectively to leases that commenced or were modified on or after the adoption of FASB ASC Topic 842, or prospectively. We do not expect the adoption to have a material impact on our financial position or results of operations. |
Acquisitions and Strategic In_2
Acquisitions and Strategic Investments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Acquisition [Line Items] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Changes in the fair value of our contingent consideration liability during the first nine months of 2021 were as follows: (in millions) Balance as of December 31, 2020 $ 196 Amount recorded related to current year acquisitions 384 Contingent consideration net expense (benefit) (117) Contingent consideration payments (14) Balance as of September 30, 2021 $ 448 |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | The recurring Level 3 fair value measurements of our contingent consideration liability that we expect to be required to settle include the following significant unobservable inputs: Contingent Consideration Liability Fair Value as of September 30, 2021 Valuation Technique Unobservable Input Range Weighted Average (1) R&D, Regulatory and Commercialization-based Milestones $109 million Discounted Cash Flow Discount Rate 1% - 2% 1% Probability of Payment 20% - 95% 79% Projected Year of Payment 2023 - 2027 2023 Revenue-based Payments $340 million Discounted Cash Flow Discount Rate 4% - 14% 6% Probability of Payment 100% 100% Projected Year of Payment 2021 - 2024 2022 (1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. For projected year of payment, the amount represents the median of the inputs and is not a weighted average. |
Investment [Table Text Block] | The aggregate carrying amount of our strategic investments was comprised of the following: As of (in millions) September 30, 2021 December 31, 2020 Equity method investments $ 266 $ 319 Measurement alternative investments (1) 164 183 Publicly-held equity securities (2) 4 414 Notes receivable — 2 $ 434 $ 918 (1) Measurement alternative investments are privately-held equity securities without readily determinable fair values that are measured at cost less impairment, if any, adjusted to fair value for any observable price changes in orderly transactions for the identical or a similar investment of the same issuer, recognized in Other, net within our accompanying unaudited consolidated statements of operations. (2) Publicly-held equity securities are measured at fair value with changes in fair value recognized in Other, net within our accompanying unaudited consolidated statements of operations. |
2021 Acquisitions | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | (in millions) Preventice Lumenis Farapulse Total Payment for acquisition, net of cash acquired $ 706 $ 1,039 $ 268 $ 2,014 Fair value of contingent consideration 221 — 162 384 Fair value of prior interest 269 — 222 491 $ 1,197 $ 1,039 $ 653 $ 2,889 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The preliminary purchase price allocation for these acquisitions was comprised of the following components: (in millions) Preventice Lumenis Farapulse Total Goodwill $ 926 $ 582 $ 386 $ 1,894 Amortizable intangible assets 237 459 267 964 Indefinite-lived intangible assets — — 43 43 Other assets acquired 65 115 9 190 Liabilities assumed (32) (86) (10) (127) Net deferred tax liabilities — (32) (43) (74) $ 1,197 $ 1,039 $ 653 $ 2,889 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | Amount Assigned (in millions) Weighted Average Amortization Period (in years) Risk-Adjusted Discount Preventice: Amortizable intangible assets: Technology-related $ 215 9 10% Other intangible assets 22 8 10% $ 237 Lumenis: Amortizable intangible assets: Technology-related $ 417 14 11% Other intangible assets 42 13 11% $ 459 Farapulse: Amortizable intangible assets: Technology-related $ 267 12 16% Indefinite-lived intangible assets: In-process research and development (IPR&D) 43 N/A 17% $ 310 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | The gross carrying amount of goodwill and other intangible assets and the related accumulated amortization for intangible assets subject to amortization and accumulated write-offs of goodwill are as follows: As of September 30, 2021 As of December 31, 2020 (in millions) Gross Carrying Amount Accumulated Amortization/ Write-offs (1) Gross Carrying Amount Accumulated Amortization/ Write-offs Technology-related $ 11,787 $ (6,590) $ 11,059 $ (6,179) Patents 497 (399) 511 (407) Other intangible assets 1,859 (1,301) 1,775 (1,220) Amortizable intangible assets $ 14,143 $ (8,290) $ 13,345 $ (7,806) Goodwill $ 21,720 $ (9,900) $ 19,924 $ (9,973) IPR&D $ 254 $ 257 Technology-related 120 120 Indefinite-lived intangible assets $ 374 $ 377 (1) In the fourth quarter of 2020, we recorded goodwill impairment charges of $73 million related to the Specialty Pharmaceuticals business and classified the remaining assets and liabilities as held for sale as of December 31, 2020. On March 1, 2021, we completed the divestiture of the Specialty Pharmaceuticals business. The goodwill impairment charges of $73 million related to the Specialty Pharmaceuticals business are no longer presented within accumulated write-offs above as of September 30, 2021. |
Schedule of Goodwill [Table Text Block] | The following represents our goodwill balance by global reportable segment: (in millions) MedSurg Rhythm and Neuro Cardiovascular Total As of December 31, 2020 $ 2,059 $ 2,194 $ 5,697 $ 9,951 Impact of foreign currency fluctuations and other changes in carrying amount (4) (1) (15) (20) Goodwill acquired 578 1,312 — 1,890 As of September 30, 2021 $ 2,633 $ 3,506 $ 5,682 $ 11,820 |
Hedging Activities and Fair V_2
Hedging Activities and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative [Line Items] | |
Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block] | The following table presents the contractual amounts of our hedging instruments outstanding: (in millions) FASB ASC Topic 815 Designation As of September 30, 2021 December 31, 2020 Forward currency contracts Cash flow hedge $ 4,344 $ 4,531 Forward currency contracts Net investment hedge 493 1,004 Foreign currency-denominated debt (1) Net investment hedge 997 868 Forward currency contracts Non-designated 4,838 4,946 Total Notional Outstanding $ 10,672 $ 11,349 (1) Foreign currency-denominated debt is the portion of the €900 million debt principal designated as a net investment hedge. |
Derivative Instruments, Gain (Loss) [Table Text Block] | Effect of Hedging Relationships on Accumulated Other Comprehensive Income Amount Recognized in OCI on Hedges Unaudited Consolidated Statements of Operations (1) Amount Reclassified from AOCI into Earnings (in millions) Pre-Tax Gain (Loss) Tax Benefit (Expense) Gain (Loss) Net of Tax Location of Amount Reclassified and Total Amount of Line Item Pre-Tax (Gain) Loss Tax (Benefit) Expense (Gain) Loss Net of Tax Three Months Ended September 30, 2021 Forward currency contracts Cash flow hedges $ 79 $ (18) $ 61 Cost of products sold $ 900 $ (16) $ 3 $ (12) Net investment hedges (2) 7 (2) 6 Interest expense 86 (2) — (2) Foreign currency-denominated debt Net investment hedges (3) 25 (6) 20 Other, net (181) — — — Interest rate derivative contracts Cash flow hedges — — — Interest expense 86 1 — 1 Effect of Hedging Relationships on Accumulated Other Comprehensive Income Amount Recognized in OCI on Hedges Unaudited Consolidated Statements of Operations (1) Amount Reclassified from AOCI into Earnings (in millions) Pre-Tax Gain (Loss) Tax Benefit (Expense) Gain (Loss) Net of Tax Location of Amount Reclassified and Total Amount of Line Item Pre-Tax (Gain) Loss Tax (Benefit) Expense (Gain) Loss Net of Tax Three Months Ended September 30, 2020 Forward currency contracts Cash flow hedges $ (64) $ 14 $ (50) Cost of products sold $ 869 $ (20) $ 4 $ (15) Net investment hedges (2) (21) 5 (16) Interest expense 86 (6) 1 (5) Foreign currency-denominated debt Net investment hedges (3) (46) 10 (36) Other, net (64) — — — Interest rate derivative contracts Cash flow hedges — — — Interest Expense 86 1 — 1 Effect of Hedging Relationships on Accumulated Other Comprehensive Income Amount Recognized in OCI on Hedges Unaudited Consolidated Statements of Operations (1) Amount Reclassified from AOCI into Earnings (in millions) Pre-Tax Gain (Loss) Tax Benefit (Expense) Gain (Loss) Net of Tax Location of Amount Reclassified and Total Amount of Line Item Pre-Tax (Gain) Loss Tax (Benefit) Expense (Gain) Loss Net of Tax Nine Months Ended September 30, 2021 Forward currency contracts Cash flow hedges $ 234 $ (53) $ 182 Cost of products sold $ 2,739 $ (31) $ 7 $ (24) Net investment hedges (2) 50 (11) 39 Interest expense 254 (11) 3 (9) Foreign currency-denominated debt Net investment hedges (3) 60 (14) 47 Other, net (192) — — — Interest rate derivative contracts Cash flow hedges — — — Interest expense 254 4 (1) 3 Effect of Hedging Relationships on Accumulated Other Comprehensive Income Amount Recognized in OCI on Hedges Unaudited Consolidated Statements of Operations (1) Amount Reclassified from AOCI into Earnings (in millions) Pre-Tax Gain (Loss) Tax Benefit (Expense) Gain (Loss) Net of Tax Location of Amount Reclassified and Total Amount of Line Item Pre-Tax (Gain) Loss Tax (Benefit) Expense (Gain) Loss Net of Tax Nine Months Ended September 30, 2020 Forward currency contracts Cash flow hedges $ 47 $ (11) $ 36 Cost of products sold $ 2,465 $ (70) $ 16 $ (55) Net investment hedges (2) (4) (21) (25) Interest expense 265 (18) 4 (14) Foreign currency-denominated debt Net investment hedges (3) (44) 13 (31) Other, net (9) — — — Interest rate derivative contracts Cash flow hedges — — — Interest expense 265 4 (1) 3 (1) In all periods presented in the table above, the pre-tax (gain) loss amounts reclassified from AOCI to earnings represent the effect of the hedging relationships on earnings. All other amounts included in earnings related to hedging relationships were immaterial. (2) For our outstanding forward currency contracts designated as net investment hedges, the net gain or loss reclassified from AOCI to earnings as a reduction of Interest expense represents the straight-line amortization of the excluded component as calculated at the date of designation. This initial value of the excluded component has been excluded from the assessment of effectiveness in accordance with FASB ASC Topic 815. In the current and prior period, we did not recognize any gains or losses on the components included in the assessment of hedge effectiveness in earnings. (3) For our outstanding euro-denominated debt principal designated as a net investment hedge, the change in fair value attributable to changes in the spot rate is recorded in the CTA component of OCI . No amounts were reclassified from AOCI to current period earnings. |
Derivative Instruments, Gain (Loss) that may be Reclassified from AOCI to Earnings within Twelve Months [Table Text Block] | As of September 30, 2021, pre-tax net gains or losses for our derivative instruments designated, or previously designated, as cash flow and net investment hedges under FASB ASC Topic 815 that may be reclassified from AOCI to earnings within the next twelve months are presented below (in millions): Designated Hedging Instrument FASB ASC Topic 815 Designation Location on Unaudited Consolidated Statements of Operations Amount of Pre-Tax Gain (Loss) that may be Reclassified to Earnings Forward currency contracts Cash flow hedge Cost of products sold $ 108 Forward currency contracts Net investment hedge Interest expense 5 Interest rate derivative contracts Cash flow hedge Interest expense (5) |
Derivatives Not Designated as Hedging Instruments [Table Text Block] | Net gains and losses on currency hedge contracts not designated as hedging instruments offset by net gains and losses from currency transaction exposures are presented below: Location on Unaudited Consolidated Statements of Operations Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Net gain (loss) on currency hedge contracts Other, net $ (15) $ 29 $ (17) $ 20 Net gain (loss) on currency transaction exposures Other, net 7 (30) 1 (33) Net currency exchange gain (loss) $ (8) $ (1) $ (17) $ (13) |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | The following are the balances of our derivative and nonderivative assets and liabilities: Location on Unaudited Consolidated Balance Sheets (1) As of (in millions) September 30, 2021 December 31, 2020 Derivative and Nonderivative Assets: Designated Hedging Instruments Forward currency contracts Other current assets $ 152 $ 53 Forward currency contracts Other long-term assets 176 109 328 162 Non-Designated Hedging Instruments Forward currency contracts Other current assets 41 79 Total Derivative and Nonderivative Assets $ 369 $ 242 Derivative and Nonderivative Liabilities: Designated Hedging Instruments Forward currency contracts Other current liabilities $ 24 $ 44 Forward currency contracts Other long-term liabilities 5 54 Foreign currency-denominated debt (2) Other long-term liabilities 1,033 1,094 1,063 1,191 Non-Designated Hedging Instruments Forward currency contracts Other current liabilities 57 71 Total Derivative and Nonderivative Liabilities $ 1,120 $ 1,262 (1) We classify derivative and nonderivative assets and liabilities as current when the settlement date of the contract is one year or less. (2) Foreign currency-denominated debt is the portion of the €900 million debt principal designated as a net investment hedge. A portion of this notional is subject to de-designation and re-designation based on changes in the underlying hedged item. |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Assets and liabilities measured at fair value on a recurring basis consist of the following: As of September 30, 2021 December 31, 2020 (in millions) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Money market funds and time deposits $ 1,537 $ — $ — $ 1,537 $ 1,584 $ — $ — $ 1,584 Publicly-held equity securities 4 — — 4 414 — — 414 Hedging instruments — 369 — 369 — 242 — 242 Licensing arrangements — — 280 280 — — 365 365 $ 1,541 $ 369 $ 280 $ 2,190 $ 1,998 $ 242 $ 365 $ 2,605 Liabilities Hedging instruments $ — $ 1,120 $ — $ 1,120 $ — $ 1,262 $ — $ 1,262 Contingent consideration liability — — 448 448 — — 196 196 Licensing arrangements — — 297 297 — — 407 407 $ — $ 1,120 $ 745 $ 1,865 $ — $ 1,262 $ 603 $ 1,865 The recurring Level 3 fair value measurements of our licensing arrangements recognized in our accompanying unaudited consolidated balance sheets as of September 30, 2021 include the following significant unobservable inputs: Licensing Arrangements Fair Value as of September 30, 2021 Valuation Technique Unobservable Input Range Weighted Average (1) Financial Asset $280 million Discounted Cash Flow Discount Rate 15% 15% Projected Year of Payment 2021 - 2025 2023 Financial Liability $297 million Discounted Cash Flow Discount Rate 12 % - 15% 13% Projected Year of Payment 2021 - 2026 2023 (1) Unobservable inputs relate to a single financial asset and liability. As such, unobservable inputs were not weighted by the relative fair value of the instruments. For projected year of payment, the amount represents the median of the inputs and is not a weighted average. Changes in the fair value of our licensing arrangements' financial asset were as follows: (in millions) Balance as of December 31, 2020 $ 365 Proceeds from royalty rights (62) Non-cash impact of transferred royalty rights (62) Fair value adjustment (expense) benefit 40 Balance as of September 30, 2021 $ 280 Changes in the fair value of our licensing arrangements' financial liability were as follows: (in millions) Balance as of December 31, 2020 $ 407 Payments for royalty rights (85) Non-cash impact of transferred royalty rights (62) Fair value adjustment expense (benefit) 37 Balance as of September 30, 2021 $ 297 |
Contractual Obligations and C_2
Contractual Obligations and Commitments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Instrument [Line Items] | |
Schedule of Long-term Debt Instruments [Table Text Block] | (in millions, except interest rates) Issuance Date Maturity Date As of Coupon Rate (1) September 30, December 31, May 2022 Notes (3) May 2015 May 2022 $ — $ 250 3.375% October 2023 Notes August 2013 October 2023 244 244 4.125% March 2024 Notes February 2019 March 2024 850 850 3.450% May 2025 Notes May 2015 May 2025 523 523 3.850% June 2025 Notes May 2020 June 2025 500 500 1.900% March 2026 Notes February 2019 March 2026 850 850 3.750% December 2027 Notes November 2019 December 2027 1,043 1,105 0.625% March 2028 Notes February 2018 March 2028 434 434 4.000% March 2029 Notes February 2019 March 2029 850 850 4.000% June 2030 Notes May 2020 June 2030 1,200 1,200 2.650% November 2035 Notes (2) November 2005 November 2035 350 350 7.000% March 2039 Notes February 2019 March 2039 750 750 4.550% January 2040 Notes December 2009 January 2040 300 300 7.375% March 2049 Notes February 2019 March 2049 1,000 1,000 4.700% Unamortized Debt Issuance Discount and Deferred Financing Costs 2022 - 2049 (79) (88) Unamortized Gain on Fair Value Hedges 2023 4 5 Finance Lease Obligation Various 6 7 Long-term debt $ 8,824 $ 9,130 Note: The table above does not include unamortized amounts related to interest rate contracts designated as cash flow hedges. (1) Coupon rates are semi-annual, except for the euro-denominated December 2027 Notes, which bear an annual coupon. (2) Corporate credit rating improvements may result in a decrease in the adjusted interest rate on our November 2035 Notes to the extent that our lowest credit rating is above BBB- or Baa3. The interest rates on our November 2035 Notes will be permanently reinstated to the issuance rate if the lowest credit ratings assigned to these senior notes is either A- or A3 or higher. Effective November 15, 2021, the interest rate payable will decrease by 0.25 percent and begin accruing at a rate of 6.75 percent following recent upgrades to our credit ratings. (3) As of September 30, 2021 the outstanding balance is presented within Current Debt Obligations within our unaudited consolidated balance sheet. |
Summary Of Term Loan And Revolving Credit Facility Agreement Compliance With Debt Covenants [Table Text Block] | Covenant Requirement Actual as of September 30, 2021 as of September 30, 2021 Maximum permitted leverage ratio (1) 4.00 times 2.89 times (1) Ratio of total debt to consolidated EBITDA, as defined by the credit agreements, as amended. |
Transfer of Financial Assets Accounted for as Sales [Table Text Block] | Factoring Arrangements As of September 30, 2021 As of December 31, 2020 Amount Weighted Average Amount Weighted Average Euro denominated $ 152 2.1 % $ 148 1.9 % Yen denominated 203 0.5 % 240 0.6 % Renminbi denominated — 3.1 % — 3.5 % |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Balance Sheet Information [Abstract] | |
Trade accounts receivable, net [Table Text Block] | As of (in millions) September 30, 2021 December 31, 2020 Trade accounts receivable $ 1,778 $ 1,637 Allowance for credit losses (108) (105) $ 1,669 $ 1,531 Three Months Ended September 30, Nine Months Ended (in millions) 2021 2020 2021 2020 Beginning balance $ 107 $ 94 $ 105 $ 74 Cumulative effect adjustment (1) n/a n/a n/a 10 Credit loss expense 9 16 20 39 Write-offs (7) (7) (17) (19) Ending balance $ 108 $ 103 $ 108 $ 103 (1) Effective January 1, 2020, we adopted FASB ASC Topic 326 , Financial Instruments - Credit Losses using the modified retrospective method, which requires that we recognize credit loss reserves when financial assets are established if credit losses are expected over the asset’s contractual life. Refer to Note R – New Accounting Pronouncements to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K for additional information. |
Inventory Disclosure [Table Text Block] | As of (in millions) September 30, 2021 December 31, 2020 Finished goods $ 1,039 $ 893 Work-in-process 127 109 Raw materials 436 349 $ 1,603 $ 1,351 |
Schedule of Other Current Assets [Table Text Block] | As of (in millions) September 30, 2021 December 31, 2020 Restricted cash and restricted cash equivalents $ 155 $ 208 Derivative assets 192 133 Licensing arrangements 142 148 Other 302 263 $ 792 $ 751 |
Property, plant and equipment, net [Table Text Block] | As of (in millions) September 30, 2021 December 31, 2020 Land $ 103 $ 104 Buildings and improvements 1,340 1,292 Equipment, furniture and fixtures 3,515 3,465 Capital in progress 465 446 5,423 5,308 Less: accumulated depreciation 3,314 3,224 $ 2,109 $ 2,084 |
Schedule of Other Assets [Table Text Block] | As of (in millions) September 30, 2021 December 31, 2020 Restricted cash equivalents $ 57 $ 52 Operating lease right-of-use assets 415 458 Derivative assets 176 109 Investments 434 918 Licensing arrangements 138 218 Other 223 166 $ 1,444 $ 1,921 |
Schedule of Accrued Liabilities [Table Text Block] | As of (in millions) September 30, 2021 December 31, 2020 Legal reserves $ 357 $ 505 Payroll and related liabilities 884 681 Rebates 351 331 Contingent consideration liability 253 26 Other 574 656 $ 2,418 $ 2,197 |
Other Current Liabilities [Table Text Block] | As of (in millions) September 30, 2021 December 31, 2020 Deferred revenue $ 160 $ 138 Licensing arrangements 142 153 Taxes payable 113 158 Liabilities held for sale — 200 Other 255 307 $ 669 $ 958 |
Other long-term liabilities [Table Text Block] | As of (in millions) September 30, 2021 December 31, 2020 Accrued income taxes $ 541 $ 547 Legal reserves 191 64 Contingent consideration liability 195 171 Licensing arrangements 155 253 Operating lease liabilities 377 401 Deferred revenue 296 257 Other 542 615 $ 2,296 $ 2,309 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of Income Tax Rate Reconciliation [Line Items] | |
Schedule of Effective Income Tax Rate from Continuing Operations [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Effective tax rate from continuing operations 13.2 % 31.7 % 1.1 % 24.3 % |
Weighted Average Shares Outst_2
Weighted Average Shares Outstanding (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Weighted average shares outstanding — basic 1,423.8 1,430.9 1,421.3 1,413.0 Net effect of common stock equivalents 11.8 — 11.7 — Weighted average shares outstanding - assuming dilution 1,435.6 1,430.9 1,433.0 1,413.0 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities were excluded from the calculation of weighted average shares outstanding - assuming dilution because their effect in the periods presented below would have been anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Common stock equivalents (1) 0 14 0 14 Stock options outstanding (2) 0 6 3 6 MCPS (3) 24 24 24 11 (1) Represents common stock equivalents pursuant to our employee stock-based compensation plans, which are anti-dilutive in the third quarter and first nine months of 2020 due to our Net loss position in those periods. (2) Represents stock options outstanding pursuant to our employee stock-based compensation plans with exercise prices that were greater than the average fair market value of our common stock for the related periods. (3) Represents common stock issuable upon the conversion of MCPS. Refer to Note I – Stockholders' Equity for additional information. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] | A reconciliation of the totals reported for the reportable segments to the applicable line items within our accompanying unaudited consolidated statements of operations is as follows (in millions, except percentages): Three Months Ended Nine Months Ended 2021 2020 2021 2020 MedSurg $ 917 $ 825 $ 2,725 $ 2,175 Rhythm and Neuro 819 757 2,436 1,985 Cardiovascular 1,196 1,002 3,588 2,862 Total net sales of reportable segments 2,932 2,584 8,748 7,021 All other (Specialty Pharmaceuticals) (1) — 74 13 183 Net sales $ 2,932 $ 2,659 $ 8,761 $ 7,204 Three Months Ended Nine Months Ended 2021 2020 2021 2020 MedSurg $ 338 $ 307 $ 1,033 $ 738 Rhythm and Neuro 160 165 476 296 Cardiovascular 361 208 1,117 593 Total operating income of reportable segments 859 680 2,626 1,628 All other (Specialty Pharmaceuticals) (1) — 49 4 124 Unallocated amounts: Corporate expenses, including hedging activities (109) (108) (438) (330) Intangible asset impairment charges, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits), and certain litigation-related net charges (credits) and EU MDR implementation costs (178) (629) (624) (957) Amortization expense (184) (197) (549) (595) Operating income (loss) 387 (205) 1,019 (130) Other expense, net 95 (22) (62) (256) Income (loss) before income taxes $ 483 $ (227) $ 957 $ (386) (1) On March 1, 2021, we completed the divestiture of the Specialty Pharmaceuticals business. Our consolidated net sales and income (loss) before income taxes for the first nine months of 2021 include Specialty Pharmaceuticals up to the date of the closing of the transaction. Operating income margin of reportable segments Three Months Ended Nine Months Ended 2021 2020 2021 2020 MedSurg 36.8 % 37.2 % 37.9 % 33.9 % Rhythm and Neuro 19.5 % 21.9 % 19.5 % 14.9 % Cardiovascular 30.2 % 20.8 % 31.1 % 20.7 % |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disaggregation of Revenue [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following tables disaggregate our revenue from contracts with customers by business and geographic region (in millions): Three Months Ended September 30, 2021 2020 Businesses U.S. Int'l Total U.S. Int'l Total Endoscopy $ 306 $ 227 $ 533 $ 270 $ 205 $ 475 Urology and Pelvic Health 275 109 384 251 99 350 Cardiac Rhythm Management 312 199 512 275 190 465 Electrophysiology 32 55 86 33 43 76 Neuromodulation 175 46 221 176 41 216 Interventional Cardiology 376 368 744 255 331 586 Peripheral Interventions 250 202 452 236 179 416 Specialty Pharmaceuticals — — — 65 10 74 Net Sales $ 1,726 $ 1,206 $ 2,932 $ 1,560 $ 1,098 $ 2,659 On March 1, 2021, we completed the divestiture of the Specialty Pharmaceuticals business. Our consolidated net sales for the first nine months of 2021 include Specialty Pharmaceuticals up to the date of the closing of the transaction. Nine Months Ended September 30, 2021 2020 Businesses U.S. Int'l Total U.S. Int'l Total Endoscopy $ 902 $ 681 $ 1,583 $ 715 $ 550 $ 1,265 Urology and Pelvic Health 817 325 1,142 650 260 910 Cardiac Rhythm Management 903 603 1,505 738 515 1,253 Electrophysiology 96 169 265 86 116 202 Neuromodulation 520 145 666 426 103 529 Interventional Cardiology 1,117 1,113 2,230 741 973 1,714 Peripheral Interventions 748 609 1,358 649 499 1,148 Specialty Pharmaceuticals 10 4 13 162 21 183 Net Sales $ 5,112 $ 3,649 $ 8,761 $ 4,167 $ 3,037 $ 7,204 Three Months Ended September 30, Nine Months Ended September 30, Geographic Regions 2021 2020 2021 2020 U.S. $ 1,726 $ 1,496 $ 5,103 $ 4,005 EMEA (Europe, Middle East and Africa) 590 540 1,855 1,507 APAC (Asia-Pacific) 517 472 1,511 1,292 LACA (Latin America and Canada) 99 77 279 217 Medical Devices 2,932 2,584 8,748 7,021 U.S. — 65 10 162 International — 10 4 21 Specialty Pharmaceuticals — 74 13 183 Net Sales $ 2,932 $ 2,659 $ 8,761 $ 7,204 Emerging Markets (1) $ 354 $ 291 $ 1,030 $ 832 (1) We define Emerging Markets as the 20 countries that we believe have strong growth potential based on their economic conditions, healthcare sectors and our global capabilities. Periodically, we assess our list of Emerging Markets countries, and effective January 1, 2021, modified our list to include the following countries: Brazil, Chile, China, Colombia, Czech Republic, India, Indonesia, Malaysia, Mexico, Philippines, Poland, Russia, Saudi Arabia, Slovakia, South Africa, South Korea, Taiwan, Thailand, Turkey and Vietnam. We have revised prior period amounts to conform to the current year's presentation which had an immaterial impact on previously reported Emerging Markets net sales. |
Changes in Other Comprehensiv_2
Changes in Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Comprehensive Income (Loss) Net of Tax, Period Change [Abstract] | |
Changes in Other Comprehensive Income [Table Text Block] | The following tables provide the reclassifications out of Other comprehensive income (loss), net of tax : Three Months Ended September 30 (in millions) Foreign Currency Translation Adjustments Net Change in Derivative Financial Instruments Net Change in Defined Benefit Pensions and Other Items Total Balance as of June 30, 2021 $ 136 $ 146 $ (46) $ 237 Other comprehensive income (loss) before reclassifications (47) 61 — 14 (Income) loss amounts reclassified from accumulated other comprehensive income (2) (11) — (13) Total other comprehensive income (loss) (49) 50 — 1 Balance as of September 30, 2021 $ 88 $ 196 $ (46) $ 238 (in millions) Foreign Currency Translation Adjustments Net Change in Derivative Financial Instruments Net Change in Defined Benefit Pensions and Other Items Total Balance as of June 30, 2020 $ (46) $ 222 $ (45) $ 131 Other comprehensive income (loss) before reclassifications 88 (50) — 38 (Income) loss amounts reclassified from accumulated other comprehensive income (5) (14) — (19) Total other comprehensive income (loss) 84 (64) — 20 Balance as of September 30, 2020 $ 38 $ 158 $ (45) $ 151 Nine Months Ended September 30 (in millions) Foreign Currency Translation Adjustments Net Change in Derivative Financial Instruments Net Change in Defined Benefit Pensions and Other Items Total Balance as of December 31, 2020 $ 218 $ 36 $ (47) $ 207 Other comprehensive income (loss) before reclassifications 5 182 1 188 (Income) loss amounts reclassified from accumulated other comprehensive income (1) (135) (21) — (157) Total other comprehensive income (loss) (130) 161 1 31 Balance as of September 30, 2021 $ 88 $ 196 $ (46) $ 238 (1) In connection with the completion of the divestiture of the Specialty Pharmaceuticals business in the first quarter of 2021, we released $127 million of cumulative translation adjustments associated with the disposed business from Accumulated other comprehensive income (loss), net of tax . (in millions) Foreign Currency Translation Adjustments Net Change in Derivative Financial Instruments Net Change in Defined Benefit Pensions and Other Items Total Balance as of December 31, 2019 $ 142 $ 173 $ (45) $ 270 Other comprehensive income (loss) before reclassifications (90) 36 — (54) (Income) loss amounts reclassified from accumulated other comprehensive income (14) (52) — (65) Total other comprehensive income (loss) (104) (15) — (119) Balance as of September 30, 2020 $ 38 $ 158 $ (45) $ 151 |
Acquisitions (Details)
Acquisitions (Details) $ in Millions | Oct. 06, 2021USD ($) | Sep. 21, 2021USD ($) | Sep. 01, 2021USD ($) | Aug. 06, 2021USD ($) | Mar. 01, 2021USD ($)units | Sep. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2021USD ($)business | Sep. 30, 2020USD ($)business | Dec. 31, 2020USD ($) |
Business Acquisition [Line Items] | ||||||||||
Number of Businesses Acquired | business | 3 | 0 | ||||||||
Number Of Businesses Divested | business | 1 | 0 | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 2,014 | $ 3 | ||||||||
Business Combination, Contingent Consideration, Liability | $ 448 | 448 | $ 196 | |||||||
Goodwill | 11,820 | 11,820 | $ 9,951 | |||||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | 48 | $ 0 | ||||||||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Specialty Pharmaceuticals [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 800 | |||||||||
Transfer of facilities | units | 5 | |||||||||
Divestiture, agreement, transfer of global employees | units | 280 | |||||||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | 9 | |||||||||
Preventice | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination | $ 925 | |||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High, Including Prior Interest | $ 300 | |||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 22.00% | |||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | $ 195 | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 706 | 706 | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 230 | |||||||||
Business Combination, Contingent Consideration, Liability | 221 | 221 | ||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 269 | |||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination | 1,197 | 1,197 | ||||||||
Goodwill | 926 | 926 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 237 | 237 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 65 | 65 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (32) | (32) | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 237 | 237 | ||||||||
Preventice | Technology-Based Intangible Assets [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 215 | $ 215 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years | |||||||||
Preventice | Other Intangible Assets [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 22 | $ 22 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years | |||||||||
Preventice | Weighted Average [Member] | Technology-Based Intangible Assets [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Discount Rate, Fair Value Input | 10.00% | 10.00% | ||||||||
Preventice | Weighted Average [Member] | Other Intangible Assets [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Discount Rate, Fair Value Input | 10.00% | 10.00% | ||||||||
Lumenis | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 1,039 | $ 1,039 | ||||||||
Business Combination, Contingent Consideration, Liability | $ 0 | 0 | ||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 0 | |||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination | 1,039 | 1,039 | ||||||||
Goodwill | 582 | 582 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 459 | 459 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 115 | 115 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (86) | (86) | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (32) | (32) | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 459 | 459 | ||||||||
Lumenis | Technology-Based Intangible Assets [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 417 | $ 417 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years | |||||||||
Lumenis | Other Intangible Assets [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 42 | $ 42 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 13 years | |||||||||
Lumenis | Weighted Average [Member] | Technology-Based Intangible Assets [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Discount Rate, Fair Value Input | 11.00% | 11.00% | ||||||||
Lumenis | Weighted Average [Member] | Other Intangible Assets [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Discount Rate, Fair Value Input | 11.00% | 11.00% | ||||||||
Farapulse | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination | $ 450 | |||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High, Including Prior Interest | $ 125 | |||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 27.00% | |||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | $ 222 | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 268 | $ 268 | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 92 | 92 | ||||||||
Business Combination, Consideration Transferred, Additional Revenue Payments, Period | 3 years | |||||||||
Business Combination, Contingent Consideration, Liability | 162 | 162 | ||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 222 | |||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination | 653 | 653 | ||||||||
Goodwill | 386 | 386 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 267 | 267 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 43 | 43 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 9 | 9 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (10) | (10) | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (43) | (43) | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 310 | 310 | ||||||||
Farapulse | In Process Research and Development [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 43 | 43 | ||||||||
Farapulse | Technology-Based Intangible Assets [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 267 | $ 267 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years | |||||||||
Farapulse | Weighted Average [Member] | In Process Research and Development [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Discount Rate, Fair Value Input | 17.00% | 17.00% | ||||||||
Farapulse | Weighted Average [Member] | Technology-Based Intangible Assets [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Discount Rate, Fair Value Input | 16.00% | 16.00% | ||||||||
2021 Acquisitions | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 2,014 | |||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 919 | 919 | ||||||||
Business Combination, Contingent Consideration, Liability | 384 | 384 | ||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 491 | |||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination | 2,889 | 2,889 | ||||||||
Goodwill | 1,894 | 1,894 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 964 | 964 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 43 | 43 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 190 | 190 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (127) | (127) | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | $ (74) | $ (74) | ||||||||
Baylis | Subsequent Event [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to Acquire Businesses, Gross | $ 1,750 | |||||||||
Devoro | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to Acquire Businesses, Gross | $ 320 | |||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High, Including Prior Interest | $ 80 | |||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 16.00% | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 269 | |||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 67 |
Contingent Consideration (Detai
Contingent Consideration (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration [Abstract] | ||||
Business Combination, Contingent Consideration, Liability Beginning Balance | $ 196 | |||
Fair value of contingent consideration recorded in purchase accounting | 384 | $ 0 | ||
Contingent consideration net expense (benefit) | $ (26) | $ 6 | (117) | $ (102) |
Payment of contingent consideration | (14) | |||
Business Combination, Contingent Consideration, Liability Ending Balance | 448 | 448 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||
Business Combination, Contingent Consideration, Liability | 448 | 448 | ||
2021 Acquisitions | ||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration [Abstract] | ||||
Business Combination, Contingent Consideration, Liability Ending Balance | 384 | 384 | ||
Business Combination, Contingent Consideration Arrangements [Abstract] | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 919 | 919 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||
Business Combination, Contingent Consideration, Liability | 384 | 384 | ||
Valuation Technique, Discounted Cash Flow [Member] | R&D, Regulatory and Commercialization-based Milestone [Member] | ||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration [Abstract] | ||||
Business Combination, Contingent Consideration, Liability Ending Balance | 109 | 109 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||
Business Combination, Contingent Consideration, Liability | 109 | 109 | ||
Valuation Technique, Discounted Cash Flow [Member] | revenue-based payments [Member] | ||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration [Abstract] | ||||
Business Combination, Contingent Consideration, Liability Ending Balance | 340 | 340 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||
Business Combination, Contingent Consideration, Liability | $ 340 | $ 340 | ||
contingent consideration liability, probability of payment | 100.00% | 100.00% | ||
Minimum [Member] | Valuation Technique, Discounted Cash Flow [Member] | R&D, Regulatory and Commercialization-based Milestone [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||
contingent consideration liability, probability of payment | 20.00% | 20.00% | ||
Discount Rate, Fair Value Input | 1.00% | 1.00% | ||
Minimum [Member] | Valuation Technique, Discounted Cash Flow [Member] | revenue-based payments [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||
Discount Rate, Fair Value Input | 4.00% | 4.00% | ||
Maximum [Member] | Valuation Technique, Discounted Cash Flow [Member] | R&D, Regulatory and Commercialization-based Milestone [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||
contingent consideration liability, probability of payment | 95.00% | 95.00% | ||
Discount Rate, Fair Value Input | 2.00% | 2.00% | ||
Maximum [Member] | Valuation Technique, Discounted Cash Flow [Member] | revenue-based payments [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||
Discount Rate, Fair Value Input | 14.00% | 14.00% | ||
Weighted Average [Member] | Valuation Technique, Discounted Cash Flow [Member] | R&D, Regulatory and Commercialization-based Milestone [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||
contingent consideration liability, probability of payment | 79.00% | 79.00% | ||
Discount Rate, Fair Value Input | 1.00% | 1.00% | ||
Weighted Average [Member] | Valuation Technique, Discounted Cash Flow [Member] | revenue-based payments [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||
contingent consideration liability, probability of payment | 100.00% | 100.00% | ||
Discount Rate, Fair Value Input | 6.00% | 6.00% |
Strategic Investments (Details)
Strategic Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2021 | Aug. 06, 2021 | Mar. 01, 2021 | Dec. 31, 2020 | |
Schedule of Investments [Line Items] | |||||
Equity method investments | $ 266 | $ 266 | $ 319 | ||
Measurement alternative investments(1) | 164 | 164 | 183 | ||
Equity Securities, FV-NI | 4 | 4 | 414 | ||
Notes receivable | 0 | 0 | 2 | ||
Investments | 434 | 434 | $ 918 | ||
Equity Securities, FV-NI, Gain (Loss) | (24) | (178) | |||
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity | $ 289 | $ 289 | |||
Preventice | |||||
Schedule of Investments [Line Items] | |||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High, Including Prior Interest | $ 300 | ||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 22.00% | ||||
Farapulse | |||||
Schedule of Investments [Line Items] | |||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High, Including Prior Interest | $ 125 | ||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 27.00% |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Intangible Assets and Goodwill [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | $ 14,143 | $ 13,345 | $ 14,143 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (8,290) | (7,806) | (8,290) | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) | 374 | 377 | 374 | ||
Impairment of Intangible Assets (Excluding Goodwill) | 128 | $ 219 | 173 | $ 452 | |
Goodwill [Roll Forward] | |||||
Goodwill Beginning Balance | 9,951 | ||||
Goodwill, Translation and Purchase Accounting Adjustments | (20) | ||||
Goodwill, Acquired During Period | 1,890 | ||||
Goodwill Ending Balance | 11,820 | 9,951 | 11,820 | ||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax | 61 | (50) | 182 | 36 | |
Cost of products sold | 900 | 869 | 2,739 | 2,465 | |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax | 11 | 14 | 21 | 52 | |
Interest Expense | 86 | 86 | 254 | 265 | |
Other Operating Income (Expense), Net | (181) | (64) | (192) | (9) | |
Foreign Exchange Contract [Member] | Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Cost of Sales [Member] | |||||
Goodwill [Roll Forward] | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax | 79 | (64) | 234 | 47 | |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax | (18) | 14 | (53) | (11) | |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax | 61 | (50) | 182 | 36 | |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | (16) | (20) | (31) | (70) | |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, Tax | 3 | 4 | 7 | 16 | |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax | (12) | (15) | (24) | (55) | |
Foreign Exchange Contract [Member] | Net Investment Hedging [Member] | Designated as Hedging Instrument [Member] | Interest Expense [Member] | |||||
Goodwill [Roll Forward] | |||||
Other Comprehensive Income (Loss), Net Investment Hedge, Gain (Loss), before Reclassification and Tax | 7 | (21) | 50 | (4) | |
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), before Adjustments, Tax | (2) | 5 | (11) | (21) | |
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), before Adjustments, after Tax | 6 | (16) | 39 | (25) | |
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), Adjustments, before Tax | (2) | (6) | (11) | (18) | |
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), Adjustments, Tax | 0 | 1 | 3 | 4 | |
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), Adjustments, after Tax | (2) | (5) | (9) | (14) | |
foreign currency denominated in debt [Member] | Net Investment Hedging [Member] | Designated as Hedging Instrument [Member] | Interest Expense [Member] | |||||
Goodwill [Roll Forward] | |||||
Other Comprehensive Income (Loss), Net Investment Hedge, Gain (Loss), before Reclassification and Tax | 25 | (46) | 60 | (44) | |
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), before Adjustments, Tax | (6) | 10 | (14) | 13 | |
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), before Adjustments, after Tax | 20 | (36) | 47 | (31) | |
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), Adjustments, before Tax | 0 | 0 | 0 | 0 | |
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), Adjustments, Tax | 0 | 0 | 0 | 0 | |
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), Adjustments, after Tax | 0 | 0 | 0 | 0 | |
Interest Rate Contract [Member] | Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Interest Expense [Member] | |||||
Goodwill [Roll Forward] | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax | 0 | 0 | 0 | 0 | |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax | 0 | 0 | 0 | 0 | |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax | 0 | 0 | 0 | 0 | |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | 1 | 1 | 4 | 4 | |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, Tax | 0 | 0 | (1) | (1) | |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax | 1 | $ 1 | 3 | $ 3 | |
MedSurg [Member] | |||||
Goodwill [Roll Forward] | |||||
Goodwill Beginning Balance | 2,059 | ||||
Goodwill, Translation and Purchase Accounting Adjustments | (4) | ||||
Goodwill, Acquired During Period | 578 | ||||
Goodwill Ending Balance | 2,633 | 2,059 | 2,633 | ||
Rhythm and Neuro [Member] | |||||
Goodwill [Roll Forward] | |||||
Goodwill Beginning Balance | 2,194 | ||||
Goodwill, Translation and Purchase Accounting Adjustments | (1) | ||||
Goodwill, Acquired During Period | 1,312 | ||||
Goodwill Ending Balance | 3,506 | 2,194 | 3,506 | ||
Cardiovascular [Member] | |||||
Goodwill [Roll Forward] | |||||
Goodwill Beginning Balance | 5,697 | ||||
Goodwill, Translation and Purchase Accounting Adjustments | (15) | ||||
Goodwill, Acquired During Period | 0 | ||||
Goodwill Ending Balance | 5,682 | 5,697 | 5,682 | ||
Specialty Pharmaceuticals [Member] | |||||
Goodwill [Roll Forward] | |||||
Goodwill, Impairment Loss | 73 | ||||
Goodwill [Member] | |||||
Intangible Assets and Goodwill [Line Items] | |||||
Goodwill, Gross | 21,720 | 19,924 | 21,720 | ||
Goodwill, Impaired, Accumulated Impairment Loss | (9,900) | (9,973) | (9,900) | ||
In Process Research and Development [Member] | |||||
Intangible Assets and Goodwill [Line Items] | |||||
Indefinite-lived Intangible Assets (Excluding Goodwill) | 254 | 257 | 254 | ||
Technology-Based Intangible Assets [Member] | |||||
Intangible Assets and Goodwill [Line Items] | |||||
Indefinite-lived Intangible Assets (Excluding Goodwill) | 120 | 120 | 120 | ||
Technology-Based Intangible Assets [Member] | |||||
Intangible Assets and Goodwill [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 11,787 | 11,059 | 11,787 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (6,590) | (6,179) | (6,590) | ||
Patents [Member] | |||||
Intangible Assets and Goodwill [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 497 | 511 | 497 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (399) | (407) | (399) | ||
Other Intangible Assets [Member] | |||||
Intangible Assets and Goodwill [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 1,859 | 1,775 | 1,859 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ (1,301) | $ (1,220) | $ (1,301) |
Hedging Activities and Fair V_3
Hedging Activities and Fair Value Measurements (Details) € in Millions | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2021USD ($)derivative_instrumentunits | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)derivative_instrumentunits | Sep. 30, 2020USD ($) | Sep. 30, 2021EUR (€)derivative_instrumentunits | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($)derivative_instrument | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
AOCI, Cash Flow Hedge, Cumulative Gain (Loss), after Tax | $ 196,000,000 | $ 158,000,000 | $ 196,000,000 | $ 158,000,000 | $ 146,000,000 | $ 36,000,000 | $ 222,000,000 | $ 173,000,000 | |
Derivative, Notional Amount | 10,672,000,000 | 10,672,000,000 | 11,349,000,000 | ||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax | 61,000,000 | (50,000,000) | 182,000,000 | 36,000,000 | |||||
Cost of Goods and Services Sold | 900,000,000 | 869,000,000 | 2,739,000,000 | 2,465,000,000 | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax | 11,000,000 | 14,000,000 | 21,000,000 | 52,000,000 | |||||
Interest Expense | 86,000,000 | 86,000,000 | 254,000,000 | 265,000,000 | |||||
Other Operating Income (Expense), Net | (181,000,000) | (64,000,000) | (192,000,000) | (9,000,000) | |||||
Net currency exchange gain (loss) | (17,000,000) | (13,000,000) | |||||||
Derivative Asset, Fair Value, Gross Asset | 369,000,000 | 369,000,000 | 242,000,000 | ||||||
Derivative Liability, Fair Value, Gross Liability | 1,120,000,000 | 1,120,000,000 | 1,262,000,000 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Equity Securities, FV-NI | 4,000,000 | 4,000,000 | 414,000,000 | ||||||
Derivative Asset | 176,000,000 | 176,000,000 | 109,000,000 | ||||||
Licensing arrangements, asset | 138,000,000 | 138,000,000 | 218,000,000 | ||||||
Business Combination, Contingent Consideration, Liability | 448,000,000 | 448,000,000 | 196,000,000 | ||||||
Licensing arrangements, liability | 155,000,000 | 155,000,000 | 253,000,000 | ||||||
Cash | 410,000,000 | $ 410,000,000 | 150,000,000 | ||||||
Licensing Arrangements, Asset, Percentage Of Future Royalty Payments | 50.00% | ||||||||
Licensing Arrangements, Asset, Percentage Of Future Royalty Payments Sold | 50.00% | ||||||||
Non-cash impact of transferred royalty rights | (62,000,000) | (66,000,000) | $ (62,000,000) | (66,000,000) | |||||
Debt Instrument, Fair Value Disclosure | 10,372,000,000 | 10,372,000,000 | 10,774,000,000 | ||||||
Accumulated Foreign Currency Adjustment Attributable to Parent | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | 0 | 0 | 0 | 0 | |||||
December 2027 Notes [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Long-term Debt | $ 1,043,000,000 | $ 1,043,000,000 | € 900 | 1,105,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 0.625% | 0.625% | 0.625% | ||||||
Licensing arrangement assets [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Discount Rate, Fair Value Input | 15.00% | 15.00% | 15.00% | ||||||
Proceeds from Royalties Received | $ (62,000,000) | ||||||||
Non-cash impact of transferred royalty rights | $ (62,000,000) | (62,000,000) | |||||||
Increase (Decrease) in Fair Value Adjustments on Other Assets (Liabilities) Carried at Fair Value under Fair Value Option | 40,000,000 | ||||||||
Licensing arrangement liabilities [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Non-cash impact of transferred royalty rights | (62,000,000) | (62,000,000) | |||||||
Payments for Royalties | (85,000,000) | ||||||||
Increase (Decrease) in Fair Value Adjustments on Other Assets (Liabilities) Carried at Fair Value under Fair Value Option | 37,000,000 | ||||||||
Euro-denominated outstanding debt [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Debt Instrument, Fair Value Disclosure | 1,056,000,000 | 1,056,000,000 | 1,118,000,000 | ||||||
Fair Value, Inputs, Level 3 [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Licensing arrangements, asset | 280,000,000 | 280,000,000 | |||||||
Licensing arrangements, liability | 297,000,000 | 297,000,000 | |||||||
Fair Value, Measurements, Recurring [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Money Market Funds, at Carrying Value | 1,537,000,000 | 1,537,000,000 | 1,584,000,000 | ||||||
Equity Securities, FV-NI | 4,000,000 | 4,000,000 | 414,000,000 | ||||||
Derivative Asset | 369,000,000 | 369,000,000 | 242,000,000 | ||||||
Licensing arrangements, asset | 280,000,000 | 280,000,000 | 365,000,000 | ||||||
Assets, Fair Value Disclosure | 2,190,000,000 | 2,190,000,000 | 2,605,000,000 | ||||||
Derivative Liability | 1,120,000,000 | 1,120,000,000 | 1,262,000,000 | ||||||
Business Combination, Contingent Consideration, Liability | 448,000,000 | 448,000,000 | 196,000,000 | ||||||
Licensing arrangements, liability | 297,000,000 | 297,000,000 | 407,000,000 | ||||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 1,865,000,000 | 1,865,000,000 | 1,865,000,000 | ||||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Money Market Funds, at Carrying Value | 1,537,000,000 | 1,537,000,000 | 1,584,000,000 | ||||||
Equity Securities, FV-NI | 4,000,000 | 4,000,000 | 414,000,000 | ||||||
Derivative Asset | 0 | 0 | 0 | ||||||
Licensing arrangements, asset | 0 | 0 | 0 | ||||||
Assets, Fair Value Disclosure | 1,541,000,000 | 1,541,000,000 | 1,998,000,000 | ||||||
Derivative Liability | 0 | 0 | 0 | ||||||
Business Combination, Contingent Consideration, Liability | 0 | 0 | 0 | ||||||
Licensing arrangements, liability | 0 | 0 | 0 | ||||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | 0 | 0 | ||||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Money Market Funds, at Carrying Value | 0 | 0 | 0 | ||||||
Equity Securities, FV-NI | 0 | 0 | 0 | ||||||
Derivative Asset | 369,000,000 | 369,000,000 | 242,000,000 | ||||||
Licensing arrangements, asset | 0 | 0 | 0 | ||||||
Assets, Fair Value Disclosure | 369,000,000 | 369,000,000 | 242,000,000 | ||||||
Derivative Liability | 1,120,000,000 | 1,120,000,000 | 1,262,000,000 | ||||||
Business Combination, Contingent Consideration, Liability | 0 | 0 | 0 | ||||||
Licensing arrangements, liability | 0 | 0 | 0 | ||||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 1,120,000,000 | 1,120,000,000 | 1,262,000,000 | ||||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Money Market Funds, at Carrying Value | 0 | 0 | 0 | ||||||
Equity Securities, FV-NI | 0 | 0 | 0 | ||||||
Derivative Asset | 0 | 0 | 0 | ||||||
Licensing arrangements, asset | 280,000,000 | 280,000,000 | 365,000,000 | ||||||
Assets, Fair Value Disclosure | 280,000,000 | 280,000,000 | 365,000,000 | ||||||
Derivative Liability | 0 | 0 | 0 | ||||||
Business Combination, Contingent Consideration, Liability | 448,000,000 | 448,000,000 | 196,000,000 | ||||||
Licensing arrangements, liability | 297,000,000 | 297,000,000 | 407,000,000 | ||||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 745,000,000 | 745,000,000 | 603,000,000 | ||||||
Designated as Hedging Instrument [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative Instruments in Hedges, Assets, at Fair Value | 328,000,000 | 328,000,000 | 162,000,000 | ||||||
Derivative Instruments in Hedges, Liabilities, at Fair Value | 1,063,000,000 | 1,063,000,000 | 1,191,000,000 | ||||||
Designated as Hedging Instrument [Member] | Other Noncurrent Liabilities [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative Instruments in Hedges, Liabilities, at Fair Value | $ 1,033,000,000 | $ 1,033,000,000 | 1,094,000,000 | ||||||
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Forward Currency Contracts, Time to Maturity | units | 60 | 60 | 60 | ||||||
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Prepaid Expenses and Other Current Assets [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative Instruments in Hedges, Assets, at Fair Value | $ 152,000,000 | $ 152,000,000 | 53,000,000 | ||||||
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Other Noncurrent Assets [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative Instruments in Hedges, Assets, at Fair Value | 176,000,000 | 176,000,000 | 109,000,000 | ||||||
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Other Current Liabilities [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative Instruments in Hedges, Liabilities, at Fair Value | 24,000,000 | 24,000,000 | 44,000,000 | ||||||
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Other Noncurrent Liabilities [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative Instruments in Hedges, Liabilities, at Fair Value | 5,000,000 | 5,000,000 | 54,000,000 | ||||||
Not Designated as Hedging Instrument [Member] | Other Nonoperating Income (Expense) [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments | (15,000,000) | 29,000,000 | (17,000,000) | 20,000,000 | |||||
Foreign Currency Transaction Gain (Loss), before Tax | 7,000,000 | (30,000,000) | 1,000,000 | (33,000,000) | |||||
Net currency exchange gain (loss) | (8,000,000) | (1,000,000) | (17,000,000) | (13,000,000) | |||||
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative, Notional Amount | 4,838,000,000 | 4,838,000,000 | 4,946,000,000 | ||||||
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Prepaid Expenses and Other Current Assets [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative Instruments Not Designated as Hedging Instruments, Asset, at Fair Value | 41,000,000 | 41,000,000 | 79,000,000 | ||||||
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Other Current Liabilities [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative Instruments Not Designated as Hedging Instruments, Liability, at Fair Value | $ 57,000,000 | $ 57,000,000 | $ 71,000,000 | ||||||
Not Designated as Hedging Instrument [Member] | Foreign Exchange Forward | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative, Term of Contract (less than) | 1 year | ||||||||
Derivative, Remaining Maturity | 1 year | ||||||||
Weighted Average [Member] | Licensing arrangement assets [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Discount Rate, Fair Value Input | 15.00% | 15.00% | 15.00% | ||||||
Weighted Average [Member] | Licensing arrangement liabilities [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Discount Rate, Fair Value Input | 13.00% | 13.00% | 13.00% | ||||||
Minimum [Member] | Licensing arrangement liabilities [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Discount Rate, Fair Value Input | 12.00% | 12.00% | 12.00% | ||||||
Maximum [Member] | Licensing arrangement liabilities [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Discount Rate, Fair Value Input | 15.00% | 15.00% | 15.00% | ||||||
Cash Flow Hedging [Member] | Foreign Exchange Contract [Member] | Cost of Sales [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months | $ 108,000,000 | $ 108,000,000 | |||||||
Cash Flow Hedging [Member] | Interest Rate Contract [Member] | Interest Expense [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | $ (5,000,000) | $ (5,000,000) | |||||||
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Number of Interest Rate Derivatives Held | derivative_instrument | 0 | 0 | 0 | 0 | |||||
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative, Notional Amount | $ 4,344,000,000 | $ 4,344,000,000 | $ 4,531,000,000 | ||||||
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Cost of Sales [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax | 79,000,000 | (64,000,000) | 234,000,000 | 47,000,000 | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax | (18,000,000) | 14,000,000 | (53,000,000) | (11,000,000) | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax | 61,000,000 | (50,000,000) | 182,000,000 | 36,000,000 | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | (16,000,000) | (20,000,000) | (31,000,000) | (70,000,000) | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, Tax | 3,000,000 | 4,000,000 | 7,000,000 | 16,000,000 | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax | (12,000,000) | (15,000,000) | (24,000,000) | (55,000,000) | |||||
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Interest Rate Contract [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
AOCI, Cash Flow Hedge, Cumulative Gain (Loss), after Tax | (25,000,000) | (25,000,000) | $ (29,000,000) | ||||||
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Interest Rate Contract [Member] | Interest Expense [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax | 0 | 0 | 0 | 0 | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax | 0 | 0 | 0 | 0 | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax | 0 | 0 | 0 | 0 | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | 1,000,000 | 1,000,000 | 4,000,000 | 4,000,000 | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, Tax | 0 | 0 | (1,000,000) | (1,000,000) | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax | $ 1,000,000 | 1,000,000 | $ 3,000,000 | 3,000,000 | |||||
Fair Value Hedging | Designated as Hedging Instrument [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Number of Interest Rate Derivatives Held | derivative_instrument | 0 | 0 | 0 | 0 | |||||
Net Investment Hedging [Member] | Foreign Exchange Contract [Member] | Interest Expense [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative Used in Net Investment Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | $ 5,000,000 | $ 5,000,000 | |||||||
Net Investment Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative, Notional Amount | 493,000,000 | 493,000,000 | $ 1,004,000,000 | ||||||
Net Investment Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Interest Expense [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Other Comprehensive Income (Loss), Net Investment Hedge, Gain (Loss), before Reclassification and Tax | 7,000,000 | (21,000,000) | 50,000,000 | (4,000,000) | |||||
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), before Adjustments, Tax | (2,000,000) | 5,000,000 | (11,000,000) | (21,000,000) | |||||
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), before Adjustments, after Tax | 6,000,000 | (16,000,000) | 39,000,000 | (25,000,000) | |||||
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), Adjustments, before Tax | (2,000,000) | (6,000,000) | (11,000,000) | (18,000,000) | |||||
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), Adjustments, Tax | 0 | 1,000,000 | 3,000,000 | 4,000,000 | |||||
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), Adjustments, after Tax | (2,000,000) | (5,000,000) | (9,000,000) | (14,000,000) | |||||
Net Investment Hedging [Member] | Designated as Hedging Instrument [Member] | foreign currency denominated in debt [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Derivative, Notional Amount | 997,000,000 | 997,000,000 | $ 868,000,000 | ||||||
Net Investment Hedging [Member] | Designated as Hedging Instrument [Member] | foreign currency denominated in debt [Member] | Interest Expense [Member] | |||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||
Other Comprehensive Income (Loss), Net Investment Hedge, Gain (Loss), before Reclassification and Tax | 25,000,000 | (46,000,000) | 60,000,000 | (44,000,000) | |||||
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), before Adjustments, Tax | (6,000,000) | 10,000,000 | (14,000,000) | 13,000,000 | |||||
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), before Adjustments, after Tax | 20,000,000 | (36,000,000) | 47,000,000 | (31,000,000) | |||||
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), Adjustments, before Tax | 0 | 0 | 0 | 0 | |||||
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), Adjustments, Tax | 0 | 0 | 0 | 0 | |||||
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), Adjustments, after Tax | $ 0 | $ 0 | $ 0 | $ 0 |
Contractual Obligations and C_3
Contractual Obligations and Commitments (Details) € in Millions | May 10, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2021EUR (€) |
Debt Instrument [Line Items] | |||||
Total debt | $ 9,085,000,000 | $ 9,143,000,000 | |||
Debt, Current | 261,000,000 | 13,000,000 | |||
Long-term Debt and Capital Lease Obligations | 8,824,000,000 | 9,130,000,000 | |||
Exclusion from EBITDA for Restructuring Charges | 500,000,000 | ||||
Restructuring charges remaining to be excluded from calculation of consolidated EBITDA | 428,000,000 | ||||
Litigation and Debt Exclusion from EBITDA | 1,455,000,000 | ||||
Legal payments remaining to be excluded from calculation of consolidated EBITDA | 1,243,000,000 | ||||
Letters of Credit Outstanding, Amount | 135,000,000 | 124,000,000 | |||
Qualified Acquisition Consideration | $ 1,000,000,000 | ||||
Accounts Receivable, Change in Method, Credit Loss Expense (Reversal) | $ 10,000,000 | ||||
Current Requirement [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum Leverage Ratio | 4 | 4 | |||
Actual, Covenant [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum Leverage Ratio | 2.89 | 2.89 | |||
Requirement, as of September 30, 2021 | |||||
Debt Instrument [Line Items] | |||||
Maximum Leverage Ratio | 4 | 4 | |||
Requirement, as of December 31, 2021 and through remaining term of facility | |||||
Debt Instrument [Line Items] | |||||
Maximum Leverage Ratio | 3.75 | 3.75 | |||
Requirement, four succeeding quarters following qualified acquisition | |||||
Debt Instrument [Line Items] | |||||
Maximum Leverage Ratio | 4.75 | 4.75 | |||
Requirement, fifth quarter following qualified acquisition [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum Leverage Ratio | 4.50 | 4.50 | |||
Requirement, sixth quarter following qualified acquisition | |||||
Debt Instrument [Line Items] | |||||
Maximum Leverage Ratio | 4.25 | 4.25 | |||
Requirement, seventh quarter following qualified acquisition | |||||
Debt Instrument [Line Items] | |||||
Maximum Leverage Ratio | 4 | 4 | |||
Requirement, eighth quarter following qualified acquisition and through remaining term of facility | |||||
Debt Instrument [Line Items] | |||||
Maximum Leverage Ratio | 3.75 | 3.75 | |||
the 2018 Facility [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 0 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,750,000,000 | ||||
May 2022 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | $ 0 | 250,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.375% | 3.375% | |||
October 2023 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | $ 244,000,000 | 244,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.125% | 4.125% | |||
March 2024 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | $ 850,000,000 | 850,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.45% | 3.45% | |||
May 2025 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | $ 523,000,000 | 523,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.85% | 3.85% | |||
June 2025 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | $ 500,000,000 | 500,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 1.90% | 1.90% | |||
March 2026 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | $ 850,000,000 | 850,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | 3.75% | |||
December 2027 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | $ 1,043,000,000 | 1,105,000,000 | € 900 | ||
Debt Instrument, Interest Rate, Stated Percentage | 0.625% | 0.625% | |||
March 2028 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | $ 434,000,000 | 434,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | 4.00% | |||
March 2029 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | $ 850,000,000 | 850,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | 4.00% | |||
June 2030 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | $ 1,200,000,000 | 1,200,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 2.65% | 2.65% | |||
November 2035 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | $ 350,000,000 | 350,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 7.00% | |||
March 2039 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | $ 750,000,000 | 750,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.55% | 4.55% | |||
January 2040 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | $ 300,000,000 | 300,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 7.375% | 7.375% | |||
March 2049 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | $ 1,000,000,000 | 1,000,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.70% | 4.70% | |||
Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | $ 9,143,000,000 | 9,205,000,000 | |||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | (79,000,000) | (88,000,000) | |||
Interest Rate Swap [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 4,000,000 | 5,000,000 | |||
Finance Lease Obligation | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 6,000,000 | 7,000,000 | |||
2021 Revolving Credit Facility | Line of Credit | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 0 | ||||
Debt Instrument, Extension Option, Term | 1 year | ||||
Euro Denominated Factoring Arrangements [Member] | |||||
Debt Instrument [Line Items] | |||||
Transfer of Financial Assets Accounted for as Sales, Amount Derecognized | $ 152,000,000 | $ 148,000,000 | |||
Average interest rate of de-recognized receivables | 2.10% | 1.90% | |||
Yen Denominated Factoring Arrangements [Member] | |||||
Debt Instrument [Line Items] | |||||
Transfer of Financial Assets Accounted for as Sales, Amount Derecognized | $ 203,000,000 | $ 240,000,000 | |||
Average interest rate of de-recognized receivables | 0.50% | 0.60% | |||
Renminbi Denominated Factoring Arrangements [Member] | |||||
Debt Instrument [Line Items] | |||||
Transfer of Financial Assets Accounted for as Sales, Amount Derecognized | $ 0 | $ 0 | |||
Average interest rate of de-recognized receivables | 3.10% | 3.50% |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Line Items] | ||||||
Cash and Cash Equivalents | $ 1,947 | $ 2,022 | $ 1,947 | $ 2,022 | $ 1,734 | |
Restricted Cash and Cash Equivalents in Other current assets | 155 | 214 | 155 | 214 | 208 | |
Restricted Cash Equivalents in Other long-term assets | 57 | 46 | 57 | 46 | 52 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 2,159 | 2,282 | 2,159 | 2,282 | 1,995 | $ 607 |
Other Current Assets [Abstract] | ||||||
Restricted Cash and Cash Equivalents in Other current assets | 155 | 214 | 155 | 214 | 208 | |
Derivative Asset, Current | 192 | 192 | 133 | |||
Licensing arrangements | 142 | 142 | 148 | |||
Other Assets, Miscellaneous, Current | 302 | 302 | 263 | |||
Other Assets, Current | 792 | 792 | 751 | |||
Trade accounts receivable, net | ||||||
Accounts receivable | 1,778 | 1,778 | 1,637 | |||
Less: allowance for doubtful accounts | (108) | (108) | (105) | |||
Trade accounts receivable, net | 1,669 | 1,669 | 1,531 | |||
Allowance for doubtful accounts | ||||||
Beginning balance | 107 | 94 | 105 | 74 | ||
Accounts Receivable, Change in Method, Credit Loss Expense (Reversal) | 10 | |||||
Charges to expenses | 9 | 16 | 20 | 39 | ||
Utilization of allowances | (7) | (7) | (17) | (19) | ||
Ending balance | 108 | 103 | 108 | 103 | ||
Inventories | ||||||
Inventory, Finished Goods, Net of Reserves | 1,039 | 1,039 | 893 | |||
Inventory, Work in Process, Net of Reserves | 127 | 127 | 109 | |||
Inventory, Raw Materials, Net of Reserves | 436 | 436 | 349 | |||
Inventories | 1,603 | 1,603 | 1,351 | |||
Property, plant and equipment, net | ||||||
Land | 103 | 103 | 104 | |||
Buildings and improvements | 1,340 | 1,340 | 1,292 | |||
Equipment, furniture and fixtures | 3,515 | 3,515 | 3,465 | |||
Capital in progress | 465 | 465 | 446 | |||
Property, plant and equipment | 5,423 | 5,423 | 5,308 | |||
Less: accumulated depreciation | 3,314 | 3,314 | 3,224 | |||
Property, plant and equipment, net | 2,109 | 2,109 | 2,084 | |||
Supplemental Balance Sheet Information | ||||||
Depreciation expense | 88 | 84 | 254 | 238 | ||
Other Assets, Noncurrent [Abstract] | ||||||
Restricted cash equivalents included in Other long-term assets | 57 | $ 46 | 57 | $ 46 | 52 | |
Operating Lease, Right-of-Use Asset | 415 | 415 | 458 | |||
Derivative Asset | 176 | 176 | 109 | |||
Investments | 434 | 434 | 918 | |||
Licensing arrangements, asset | 138 | 138 | 218 | |||
Other, Other Long-term Assets | 223 | 223 | 166 | |||
Other Assets, Noncurrent | 1,444 | 1,444 | 1,921 | |||
Accrued expenses | ||||||
Legal reserves, current | 357 | 357 | 505 | |||
Payroll and related liabilities | 884 | 884 | 681 | |||
Accrued Rebates, Current | 351 | 351 | 331 | |||
Business Combination, Contingent Consideration, Liability, Current | 253 | 253 | 26 | |||
Other | 574 | 574 | 656 | |||
Accrued Liabilities, Current | 2,418 | 2,418 | 2,197 | |||
Other Liabilities, Current [Abstract] | ||||||
Deferred Revenue, Current | 160 | 160 | 138 | |||
Accrued Royalties, Current | 142 | 142 | 153 | |||
Taxes Payable, Current | 113 | 113 | 158 | |||
Disposal Group, Including Discontinued Operation, Liabilities, Current | 0 | 0 | 200 | |||
Other Sundry Liabilities, Current | 255 | 255 | 307 | |||
Other Liabilities, Current | 669 | 669 | 958 | |||
Other long-term liabilities | ||||||
Accrued income taxes | 541 | 541 | 547 | |||
Estimated Litigation Liability, Noncurrent | 191 | 191 | 64 | |||
Business Combination, Contingent Consideration, Liability, Noncurrent | 195 | 195 | 171 | |||
Licensing arrangements, liability | 155 | 155 | 253 | |||
Operating Lease, Liability, Noncurrent | 377 | 377 | 401 | |||
Deferred Revenue | 296 | 296 | 257 | |||
Other Accrued Liabilities, Noncurrent | 542 | 542 | 615 | |||
Other long-term liabilities | $ 2,296 | $ 2,296 | $ 2,309 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||||
Effective tax rate from continuing operations | 13.20% | 31.70% | 1.10% | 24.30% | |
Unrecognized Tax Benefits | $ 277 | $ 277 | $ 261 | ||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 195 | 195 | $ 183 | ||
Decrease in Unrecognized Tax Benefits is Reasonably Possible | 23 | 23 | |||
The CARES Act | $ 2,200,000 | $ 2,200,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) € in Thousands, $ in Millions | Nov. 10, 2017EUR (€) | Sep. 30, 2021USD ($)unitsclaims | Jun. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)claims | Sep. 30, 2020USD ($) | Oct. 20, 2021claimsunits | Dec. 31, 2020USD ($) |
Loss Contingencies [Line Items] | ||||||||
Accrual for legal matters that are probable and estimable | $ | $ 548 | $ 548 | $ 569 | |||||
Restricted Cash and Cash Equivalents in Other current assets | $ | 155 | $ 214 | 155 | $ 214 | $ 208 | |||
Litigation-related net charges (credits) | $ | $ 0 | $ (298) | $ (260) | $ (302) | $ (260) | |||
Loss Contingency, Damages Awarded, Value | € | € 245 | |||||||
Loss Contingency, Damages Paid, Value | € | € 620 | |||||||
Product liability cases related to Greenfield Vena Cava Filter | 67 | 67 | ||||||
Product liability claims, not filed, related to Greenfield Vena Cava Filter | 377 | 377 | ||||||
State AG settlements, mesh related, number of states | units | 48 | |||||||
Subsequent Event [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Product liability cases or claims related to mesh product | 54,500 | |||||||
Product liability cases or claims related to mesh product - Canada | 10 | |||||||
Certified class actions in Canada, Mesh | 1 | |||||||
Product liability cases or claims related to mesh product - United Kingdom | 80 | |||||||
Certified class actions in Australia, Mesh | 2 | |||||||
Cases in final stages of resolution, related to Greenfield Vena Cava Filter | units | 200 | |||||||
Registration forms completed by women, Mesh | units | 300 | |||||||
Assigned to one judge in MA [Member] | Subsequent Event [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Product liability cases or claims related to mesh product | 3,100 | |||||||
Settled Litigation [Member] | Subsequent Event [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Product liability cases or claims related to mesh product | 52,500 | |||||||
Total Product liability cases and claims settled related to Mesh product | 50,500 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Millions | Oct. 26, 2021$ / shares | May 27, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)day$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | ||||||
Preferred Stock, Shares Authorized | shares | 50,000,000 | 50,000,000 | 50,000,000 | |||
Preferred Stock, Shares Issued | shares | 10,062,500 | 10,062,500 | 10,062,500 | |||
Net proceeds from issuance of preferred stock in connection with public offering | $ | $ 0 | $ 975 | ||||
Payments of Dividends | $ | $ 42 | $ 14 | ||||
Common Stock, Shares Authorized | shares | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
5.50% MCPS, Series A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred Stock, Shares Issued | shares | 10,062,500 | |||||
Net proceeds from issuance of preferred stock in connection with public offering | $ | $ 975 | |||||
Preferred Stock, Dividend Rate, Percentage | 5.50% | |||||
Preferred Stock, Liquidation Preference Per Share | $ / shares | $ 100 | $ 100 | $ 100 | |||
Preferred Stock, Liquidation Preference, Value | $ | $ 1,006 | $ 1,006 | ||||
Convertible Preferred Stock, Threshold Trading Days | day | 20 | |||||
Preferred Stock, Dividends, Per Share, Cash Paid | $ / shares | $ 1.375 | |||||
5.50% MCPS, Series A [Member] | Minimum [Member] | ||||||
Class of Stock [Line Items] | ||||||
Convertible Preferred Stock, Shares Issued For Each Converted Share | 2.3834 | |||||
5.50% MCPS, Series A [Member] | Maximum [Member] | ||||||
Class of Stock [Line Items] | ||||||
Convertible Preferred Stock, Shares Issued For Each Converted Share | 2.9197 | |||||
5.50% MCPS, Series A [Member] | Subsequent Event [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred Stock, Dividends Per Share, Declared | $ / shares | $ 1.375 |
Weighted Average Shares Outst_3
Weighted Average Shares Outstanding (Details) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 14, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Weighted Average Number of Shares Outstanding, Basic | 1,423,800 | 1,430,900 | 1,421,300 | 1,413,000 | |
Weighted Average Number Diluted Shares Outstanding Adjustment | 11,800 | 0 | 11,700 | 0 | |
Weighted Average Number of Shares Outstanding, Diluted | 1,435,600 | 1,430,900 | 1,433,000 | 1,413,000 | |
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 3,000,000,000 | 3,000,000,000 | 8,000,000,000 | 8,000,000,000 | |
Stock Repurchase Program, Authorized Amount | $ 1,000 | ||||
Share-based Payment Arrangement, Option | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 6,000 | 3,000 | 6,000 | |
5.50% MCPS, Series A [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 24,000 | 24,000 | 24,000 | 11,000 | |
Share-based Payment Arrangement | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 14,000 | 0 | 14,000 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($)business | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)businessreportablesegments | Sep. 30, 2020USD ($) | |
Segment Reporting [Abstract] | ||||
Number Of Businesses | business | 7 | 7 | ||
Number of reportable segments | reportablesegments | 3 | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,932 | $ 2,659 | $ 8,761 | $ 7,204 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Amortization expense | (184) | (197) | (549) | (595) |
Operating income (loss) | 387 | (205) | 1,019 | (130) |
Other expense, net | 95 | (22) | (62) | (256) |
Income (loss) before income taxes | 483 | (227) | 957 | (386) |
MedSurg [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 917 | 825 | 2,725 | 2,175 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Operating Income Allocated to Reportable Segments | $ 338 | $ 307 | $ 1,033 | $ 738 |
Segment Operating Income as a Percentage of Net Sales | 36.80% | 37.20% | 37.90% | 33.90% |
Rhythm and Neuro [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 819 | $ 757 | $ 2,436 | $ 1,985 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Operating Income Allocated to Reportable Segments | $ 160 | $ 165 | $ 476 | $ 296 |
Segment Operating Income as a Percentage of Net Sales | 19.50% | 21.90% | 19.50% | 14.90% |
Cardiovascular [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 1,196 | $ 1,002 | $ 3,588 | $ 2,862 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Operating Income Allocated to Reportable Segments | $ 361 | $ 208 | $ 1,117 | $ 593 |
Segment Operating Income as a Percentage of Net Sales | 30.20% | 20.80% | 31.10% | 20.70% |
BSX Reportable Segments [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,932 | $ 2,584 | $ 8,748 | $ 7,021 |
Total allocated to reportable segments [Member] | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Operating income (loss) | 859 | 680 | 2,626 | 1,628 |
Specialty Pharmaceuticals [Member] | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Operating income (loss) | 0 | 49 | 4 | 124 |
Corporate expenses and currency exchange [Member] | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Operating Income Unallocated to Segment | (109) | (108) | (438) | (330) |
Intangible asset impairment charges, acquisition/divestiture-related net (charges) credits, restructuring- and restructuring-related net (charges) credits, EU MDR implementation costs and litigation-related net (charges) credits | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Operating Income Unallocated to Segment | $ (178) | $ (629) | $ (624) | $ (957) |
Revenue (Details)
Revenue (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($)units | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)units | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Disaggregation of Revenue [Line Items] | |||||
Emerging Markets total countries | units | 20 | 20 | |||
Net sales | $ 2,932 | $ 2,659 | $ 8,761 | $ 7,204 | |
Contract with Customer, Liability [Abstract] | |||||
Contract with Customer, Liability | 455 | 455 | $ 395 | ||
Change in Contract with Customer, Liability [Abstract] | |||||
Contract with Customer, Liability, Revenue Recognized | 39 | 113 | |||
United States | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 1,726 | 1,560 | 5,112 | 4,167 | |
International [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 1,206 | 1,098 | 3,649 | 3,037 | |
Emerging Markets [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 354 | 291 | 1,030 | 832 | |
Global Endoscopy (Endo) Reporting Unit [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 533 | 475 | 1,583 | 1,265 | |
Global Endoscopy (Endo) Reporting Unit [Member] | United States | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 306 | 270 | 902 | 715 | |
Global Endoscopy (Endo) Reporting Unit [Member] | International [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 227 | 205 | 681 | 550 | |
Global Urology (Uro) Reporting Unit [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 384 | 350 | 1,142 | 910 | |
Global Urology (Uro) Reporting Unit [Member] | United States | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 275 | 251 | 817 | 650 | |
Global Urology (Uro) Reporting Unit [Member] | International [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 109 | 99 | 325 | 260 | |
Global CRM Reporting Unit [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 512 | 465 | 1,505 | 1,253 | |
Global CRM Reporting Unit [Member] | United States | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 312 | 275 | 903 | 738 | |
Global CRM Reporting Unit [Member] | International [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 199 | 190 | 603 | 515 | |
Global Electrophysiology (EP) Reporting Unit [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 86 | 76 | 265 | 202 | |
Global Electrophysiology (EP) Reporting Unit [Member] | United States | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 32 | 33 | 96 | 86 | |
Global Electrophysiology (EP) Reporting Unit [Member] | International [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 55 | 43 | 169 | 116 | |
Global Neuromodulation (NM) Reporting Unit [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 221 | 216 | 666 | 529 | |
Global Neuromodulation (NM) Reporting Unit [Member] | United States | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 175 | 176 | 520 | 426 | |
Global Neuromodulation (NM) Reporting Unit [Member] | International [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 46 | 41 | 145 | 103 | |
Global Interventional Cardiology (IC) Reporting Unit [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 744 | 586 | 2,230 | 1,714 | |
Global Interventional Cardiology (IC) Reporting Unit [Member] | United States | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 376 | 255 | 1,117 | 741 | |
Global Interventional Cardiology (IC) Reporting Unit [Member] | International [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 368 | 331 | 1,113 | 973 | |
Global Peripheral Interventions (PI) Reporting Unit [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 452 | 416 | 1,358 | 1,148 | |
Global Peripheral Interventions (PI) Reporting Unit [Member] | United States | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 250 | 236 | 748 | 649 | |
Global Peripheral Interventions (PI) Reporting Unit [Member] | International [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 202 | 179 | 609 | 499 | |
Specialty Pharmaceuticals [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 0 | 74 | 13 | 183 | |
Specialty Pharmaceuticals [Member] | United States | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 0 | 65 | 10 | 162 | |
Specialty Pharmaceuticals [Member] | International [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 0 | 10 | 4 | 21 | |
BSX Reportable Segments [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 2,932 | 2,584 | 8,748 | 7,021 | |
BSX Reportable Segments [Member] | United States | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 1,726 | 1,496 | 5,103 | 4,005 | |
BSX Reportable Segments [Member] | EMEA [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 590 | 540 | 1,855 | 1,507 | |
BSX Reportable Segments [Member] | APAC [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 517 | 472 | 1,511 | 1,292 | |
BSX Reportable Segments [Member] | Latin America and Canada [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | $ 99 | $ 77 | $ 279 | $ 217 |
Changes in Other Comprehensiv_3
Changes in Other Comprehensive Income (Details) - USD ($) $ in Millions | Mar. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | $ 14 | $ 38 | $ 188 | $ (54) | |||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (13) | (19) | (157) | (65) | |||||
Total other comprehensive income (loss) | 1 | 20 | 31 | (119) | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | 238 | 151 | 238 | 151 | $ 237 | $ 207 | $ 131 | $ 270 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | (47) | 88 | 5 | (90) | |||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (2) | (5) | (135) | (14) | |||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (49) | 84 | (130) | (104) | |||||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | 88 | 38 | 88 | 38 | 136 | 218 | (46) | 142 | |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax | 61 | (50) | 182 | 36 | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax | (11) | (14) | (21) | (52) | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | 50 | (64) | 161 | (15) | |||||
AOCI, Cash Flow Hedge, Cumulative Gain (Loss), after Tax | 196 | 158 | 196 | 158 | 146 | 36 | 222 | 173 | |
Other Comprehensive (Income) Loss, Defined Benefit Plan, before Reclassification Adjustment, after Tax | 0 | 0 | 1 | 0 | |||||
Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, after Tax | 0 | 0 | 0 | 0 | |||||
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax | 0 | 0 | 1 | 0 | |||||
Accumulated Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax | $ (46) | $ (45) | $ (46) | $ (45) | $ (46) | $ (47) | $ (45) | $ (45) | |
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Specialty Pharmaceuticals [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | $ (127) |