Restructuring, Strategic Transaction and Integration (Notes)

12 Months Ended

Dec. 31, 2022

Restructuring and Related Activities [Abstract]

Restructuring and Related Activities Disclosure [Text Block]

RESTRUCTURING, STRATEGIC TRANSACTION AND INTEGRATION

Restructuring, strategic transaction and integration expenses were $71.4 million, $18.0 million and $28.4 million in 2022, 2021 and 2020, respectively.

Restructuring

Restructuring charges were $9.7 million, $(1.8) million and $7.9 million in 2022, 2021 and 2020, respectively, and are included in the above restructuring, strategic transaction and integration expenses in our consolidated statement of operations.

In 2022, we incurred restructuring charges primarily related to severance in connection with the January 6, 2022 acquisition of Smiths Medical, see Note 2: Acquisitions.

In 2021, we adjusted certain facility restructuring liabilities by $2.0 million, shown in the table below under "Other adjustments," to reflect actual amounts owed which resulted in net restructuring credits of $(1.8) million.

In 2020, restructuring charges were primarily related to severance and costs related to office and other facility closures.

The following table summarizes the activity in our restructuring-related accrual by major type of cost (in thousands):

	Severance Pay and Benefits		Retention and Facility Closure Costs		Total
Accrued balance, January 1, 2021	$	1,858	$	1,563	$	3,421
Charges incurred	140		—		140
Payments	(969)		—		(969)
Currency translation	(2)		31		29
Other adjustments(1)	(528)		(1,429)		(1,957)
Accrued balance, December 31, 2021	$	499	$	165	$	664
Acquired restructuring charges	5,796		1,740		7,536
Charges incurred	9,667		58		9,725
Payments	(11,083)		(268)		(11,351)
Currency translation	(425)		(188)		(613)
Other adjustments	(38)		—		(38)
Accrued balance, December 31, 2022	$	4,416	$	1,507	$	5,923

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(1)    The estimated liabilities related to a prior year's facility closure restructuring were adjusted to actual amounts owed.

Strategic Transaction and Integration Expenses

We incurred $61.7 million, $19.8 million and $20.5 million in strategic transaction and integration expenses in 2022, 2021 and 2020, respectively, which are included in restructuring, strategic transaction and integration expenses in our consolidated statement of operations. The strategic transaction and integration expenses during 2022 were primarily related to transaction and integration expenses associated with our acquisition of Smiths Medical on January 6, 2022 (see Note 2: Acquisitions) which primarily included legal expenses, bank fees, employee costs and a United Kingdom stamp tax. The strategic transaction and integration expenses during 2021 were related to integration costs associated with acquisitions, the Hospira Infusion Systems ("HIS") earn-out dispute with Pfizer, one-time costs incurred to comply with regulatory initiatives and transaction expenses incurred in connection with entering into a definitive agreement to acquire Smiths Medical. The integration expenses during 2020 were related to the integration of HIS and included expenses for the migration of IT systems at our Austin facility.