Acquisitions (Tables)

6 Months Ended

Jun. 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	7
	$	315

Business Acquisition, Purchase Price Allocation, Intangible Assets, Description

We allocated a portion of the preliminary 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	$	39	11	14.0	%
Customer relationships	2		5	14.0	%
Indefinite-lived intangible assets:
Purchased research and development	46			14.0	%
	$	87

Schedule of Purchase Price Allocation [Table Text Block]

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 components of the aggregate purchase price as of the acquisition date for acquisitions closed in the first half of 2011 are as follows (in millions):

Cash, net of cash acquired	$	370
Fair value of contingent consideration	287
Prior investments	55
	$	712

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

Goodwill	$	315
Amortizable intangible assets	41
Indefinite-lived intangible assets	46
Other net assets	3
Deferred income taxes	76
	$	481

The components of the preliminary purchase price as of the acquisition date for Cameron 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

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	)
Contingent consideration liability recorded	(259		)
Net fair value adjustments	(11		)
Payments made	4
Balance as of June 30, 2012	$	(624	)

Description of unobservable inputs used in Level 3 fair value measurements [Table Text Block]

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 June 30, 2012	Valuation Technique	Unobservable Input	Range
R&D, Regulatory and Commercialization-based Milestones	$311 million	Probability Weighted Discounted Cash Flow	Discount Rate	1.1% - 2.9%
			Probability of Payment	38% - 95%
			Projected Year of Payment	2012 - 2017
Revenue-based Payments	$196 million	Discounted Cash Flow	Discount Rate	12.0% - 19.5%
			Probability of Payment	65% - 100%
			Projected Year of Payment	2012 - 2018
	$117 million	Monte Carlo	Probability of Payment	95%
			Risk Free Rate	LIBOR Term Structure
			Projected Year of Payment	2013-2018

The nonrecurring Level 3 fair value measurements of our 2012 intangible asset impairment analysis included the following significant unobservable inputs:

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%