Acquisitions	9 Months Ended
Sep. 30, 2015
Acquisitions	2. Acquisitions On September 30, 2015, the company announced that it entered into a definitive agreement to acquire Kobayashi Pharmaceutical Co., Ltd.’s (“Kobayashi”) 50% ownership share in Medicon, Inc. (“Medicon”), through a share redemption. Medicon is an equally-owned joint venture operated by the company and Kobayashi and is a distributor of Bard’s products in Japan. The total consideration, denominated in Japanese Yen, will include an upfront cash payment of approximately $25.0 million at closing and future payments totaling approximately $68.3 million as of September 30, 2015 to be paid annually over a 10 year period following the closing, subject to exchange rate fluctuations. The acquisition is expected to close in early November 2015. The acquisition has been approved by the board of directors of both companies and is subject to customary closing conditions. On July 1, 2015, the company acquired all of the outstanding shares of Vascular Pathways, Inc. (“VPI”), a privately-held developer and supplier of vascular access devices. VPI manufactures the AccuCath^® Intravenous Catheter System, a United States Food and Drug Administration cleared device that enables rapid and safe peripheral intravenous (“PIV”) insertion. This acquisition allows the company to expand its wire-assist PIV technology platform to address unmet clinical needs and will supplement its intellectual property portfolio for wire-assist vascular access devices. The total purchase consideration of $81.5 million included the fair value of contingent consideration of up to $15 million, which is based on specific revenue-based and manufacturing-related milestones. The fair value of the contingent consideration was determined by utilizing a probability weighted cash flow estimate adjusted for the expected timing of the payment and was not material as of the acquisition date. The acquisition was accounted for as a business combination, and the results of operations have been included in the company’s results since the acquisition date. The fair value of the assets acquired and the liabilities assumed results in the recognition of: developed technologies of $65.0 million; deferred tax liabilities of $24.8 million, primarily associated with intangible assets; deferred tax assets of $9.9 million, consisting primarily of net operating loss carryforwards; and other net liabilities of $11.0 million. The excess of the purchase price over fair value of the acquired net assets was recorded as goodwill of $42.4 million. The goodwill recognized includes the value of future product applications for wire-assist vascular access devices that did not meet the criteria for separate recognition of in-process research and development and provides for call point synergies within the company’s sales organization. The goodwill is not deductable for tax purposes. Developed technologies are being amortized over their estimated useful lives of approximately 12 years. The company incurred acquisition-related transaction costs of $2.0 million, which were expensed to marketing, selling and administrative expense. The company has not yet finalized the purchase accounting, which may be adjusted as further information about conditions existing at the acquisition date become available.

Acquisitions

9 Months Ended

Sep. 30, 2015

2. Acquisitions

On September 30, 2015, the company announced that it entered into a definitive agreement to acquire Kobayashi Pharmaceutical Co., Ltd.’s (“Kobayashi”) 50% ownership share in Medicon, Inc. (“Medicon”), through a share redemption. Medicon is an equally-owned joint venture operated by the company and Kobayashi and is a distributor of Bard’s products in Japan. The total consideration, denominated in Japanese Yen, will include an upfront cash payment of approximately $25.0 million at closing and future payments totaling approximately $68.3 million as of September 30, 2015 to be paid annually over a 10 year period following the closing, subject to exchange rate fluctuations. The acquisition is expected to close in early November 2015. The acquisition has been approved by the board of directors of both companies and is subject to customary closing conditions.

On July 1, 2015, the company acquired all of the outstanding shares of Vascular Pathways, Inc. (“VPI”), a privately-held developer and supplier of vascular access devices. VPI manufactures the AccuCath^® Intravenous Catheter System, a United States Food and Drug Administration cleared device that enables rapid and safe peripheral intravenous (“PIV”) insertion. This acquisition allows the company to expand its wire-assist PIV technology platform to address unmet clinical needs and will supplement its intellectual property portfolio for wire-assist vascular access devices. The total purchase consideration of $81.5 million included the fair value of contingent consideration of up to $15 million, which is based on specific revenue-based and manufacturing-related milestones. The fair value of the contingent consideration was determined by utilizing a probability weighted cash flow estimate adjusted for the expected timing of the payment and was not material as of the acquisition date. The acquisition was accounted for as a business combination, and the results of operations have been included in the company’s results since the acquisition date. The fair value of the assets acquired and the liabilities assumed results in the recognition of: developed technologies of $65.0 million; deferred tax liabilities of $24.8 million, primarily associated with intangible assets; deferred tax assets of $9.9 million, consisting primarily of net operating loss carryforwards; and other net liabilities of $11.0 million. The excess of the purchase price over fair value of the acquired net assets was recorded as goodwill of $42.4 million. The goodwill recognized includes the value of future product applications for wire-assist vascular access devices that did not meet the criteria for separate recognition of in-process research and development and provides for call point synergies within the company’s sales organization. The goodwill is not deductable for tax purposes. Developed technologies are being amortized over their estimated useful lives of approximately 12 years. The company incurred acquisition-related transaction costs of $2.0 million, which were expensed to marketing, selling and administrative expense. The company has not yet finalized the purchase accounting, which may be adjusted as further information about conditions existing at the acquisition date become available.