XML 42 R22.htm IDEA: XBRL DOCUMENT v2.4.0.6
Acquisitions (Tables)
6 Months Ended 9 Months Ended
Jun. 30, 2012
Sep. 30, 2012
Business Acquisition [Line Items]    
Business Combination, Goodwill Recognized, Segment Allocation  
Goodwill was established due primarily to revenue and cash flow projections associated with future technologies, as well as synergies expected to be gained from the integration of this business into our Cardiac Rhythm Management (CRM) business, and has been allocated to our reportable segments based on the relative expected benefit from the business combinations, as follows (in millions):
U.S.
$
184

EMEA
97

Inter-Continental
27

Japan
6

 
$
314

Business Acquisition, Purchase Price Allocation, Intangible Assets, Description  
We allocated a portion of the purchase price to specific intangible asset categories as follows:
 
Amount
Assigned
(in millions)
 
Weighted
Average
Amortization
Period
(in years)
 
Range of Risk-
Adjusted Discount
Rates used in
Purchase Price
Allocation
Amortizable intangible assets:
 
 
 
 
 
Technology-related
$
40

 
11
 
14.0
%
 Customer relationships
2

 
5
 
14.0
%
Indefinite-lived intangible assets:
 
 
 
 
 
Purchased research and development
48

 
 
 
14.0
%
 
$
90

 
 
 
 
Schedule of Purchase Price Allocation [Table Text Block]  
The components of the aggregate purchase price as of the acquisition date for acquisitions closed in the first nine months of 2011 are as follows (in millio
The components of the Cameron purchase price as of the acquisition date were as follows (in millions):
Cash, net of cash acquired
$
134

Fair value of contingent consideration
259

Fair value of prior interests
79

Fair value of debt assumed
9

 
$
481

The following summarizes the aggregate purchase price allocation (in millions):

Goodwill
$
266

Amortizable intangible assets
97

Indefinite-lived intangible assets
470

Deferred income taxes
(121
)
 
$
712

The following summarizes the purchase price allocation (in millions):
Goodwill
$
314

Amortizable intangible assets
42

Indefinite-lived intangible assets
48

Other net assets
3

Deferred income taxes
74

 
$
481


Schedule of Finite-Lived and Indefinite Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] [Table Text Block]  
We allocated the aggregate purchase price to specific intangible asset categories as follows:

 
Amount
Assigned
(in millions)
 
Weighted
Average
Amortization
Period
(in years)
 
Range of Risk-
Adjusted Discount
Rates used in
Purchase Price
Allocation
Amortizable intangible assets
 
 
 
 
 
Technology-related
$
97

 
7.4
 
22.6% - 25.0%
 
 
 
 
 
 
Indefinite-lived intangible assets
 
 
 
 
 
Purchased research and development
470

 
 
 
23.6% - 30.0%
 
$
567

 
 
 
 
Schedule of Goodwill Allocated to Segments [Table Text Block]  
Goodwill was established due primarily to revenue and cash flow projections associated with future technologies, as well as synergies expected to be gained from the integration of these businesses into our existing operations, and has been allocated to our reportable segments based on the relative expected benefit from the business combinations, as follows (in millions):

U.S.
$
161

EMEA
99

Inter-Continental
5

Japan
1

 
$
266

Rollforward of Fair Value of Contingent Consideration [Table Text Block]  
Changes in the fair value of our contingent consideration liability were as follows (in millions):
Balance as of December 31, 2011
$
(358
)
Amounts recorded related to new acquisitions
(259
)
Net fair value adjustments
9

Payments made
4

Balance as of September 30, 2012
$
(604
)
Description of unobservable inputs used in Level 3 fair value measurements [Table Text Block]
Intangible Asset
Fair Value as of June 30, 2012
Valuation Technique
Unobservable Input
Range
In-Process R&D
$184 million
Income Approach - Excess Earnings Method
Discount Rate
20%
The recurring Level 3 fair value measurements of our contingent consideration liability include the following significant unobservable inputs:

Contingent Consideration Liability
Fair Value as of September 30, 2012
Valuation Technique
Unobservable Input
Range
R&D, Regulatory and Commercialization-based Milestones
$305 million
Probability Weighted Discounted Cash Flow
Discount Rate
0% - 2.4%
Probability of Payment
13% - 100%
Projected Year of Payment
2012 - 2017
Revenue-based Payments
$185 million
Discounted Cash Flow
Discount Rate
12% - 18%
Probability of Payment
65% - 100%
Projected Year of Payment
2012 - 2018
$114 million
Monte Carlo
Revenue Volatility
15%
Risk Free Rate
LIBOR Term Structure
Projected Year of Payment
2013-2018
The nonrecurring Level 3 fair value measurements of the impairment analysis performed in the third quarter of 2012 included the following significant unobservable inputs:

Intangible Asset
Fair Value as of September 30, 2012
Valuation Technique
Unobservable Input
Range
In-Process R&D
$26 million
Income Approach - Excess Earnings Method
Discount Rate
20-25%