RESTRUCTURING-RELATED ACTIVITIES

On an on-going basis, we monitor the dynamics of the economy, the healthcare industry, and the markets in which we compete; and we continue to assess opportunities for improved operational effectiveness and efficiency, and better alignment of expenses with revenues, while preserving our ability to make the investments in research and development projects, capital and our people that are essential to our long-term success. As a result of these assessments, we have undertaken various restructuring initiatives in order to enhance our growth potential and position us for long-term success. These initiatives are described below.

2014 Restructuring Plan

On October 22, 2013, our Board of Directors approved, and we committed to, a restructuring initiative (the 2014 Restructuring plan). The 2014 Restructuring plan is intended to build on the progress we have made to address financial pressures in a changing global marketplace, further strengthen its operational effectiveness and efficiency and support new growth investments. Key activities under the plan include continued implementation of our ongoing Plant Network Optimization (PNO) strategy, continued focus on driving operational efficiencies and ongoing business and commercial model changes. The PNO strategy is intended to simplify our manufacturing plant structure by transferring certain production lines among facilities. Other activities involve rationalizing organizational reporting structures to streamline various functions, eliminate bureaucracy, increase productivity and better align resources to business strategies and marketplace dynamics. These activities were initiated in the fourth quarter of 2013 and are expected to be substantially completed by the end of 2015.

We estimate that the implementation of the 2014 Restructuring plan will result in total pre-tax charges of approximately $175 million to $225 million, of which approximately $160 million to $210 million is expected to result in future cash outlays. We have recorded related costs of $30 million in the fourth quarter of 2013, and are recording a portion of these expenses as restructuring charges and the remaining portion through other lines within our consolidated statement of operations. The following table provides a summary of our estimates of costs associated with the 2014 Restructuring plan by major type of cost:



Type of cost	Total estimated amount expected to be incurred
Restructuring charges:
Termination benefits	$100 million to $120 million
Other (1)	$5 million to $15 million
Restructuring-related expenses:
Other (2)	$70 million to $90 million
	$175 million to $225 million

(1) Consists primarily of consultant fees and costs associated with contractual cancellations.

(2) Comprised of other costs directly related to the 2014 Restructuring plan, including program management, accelerated depreciation, and costs to transfer product lines among facilities.

2011 Restructuring Plan

On July 26, 2011, our Board of Directors approved, and we committed to, a restructuring initiative (the 2011 Restructuring plan) designed to strengthen operational effectiveness and efficiencies, increase competitiveness and support new investments, thereby increasing shareholder value. Key activities under the 2011 Restructuring plan included standardizing and automating certain processes and activities; relocating select administrative and functional activities; rationalizing organizational reporting structures; leveraging preferred vendors; and other efforts to eliminate inefficiency. Among these efforts, we expanded our ability to deliver best-in-class global shared services for certain functions and divisions at several locations in emerging markets. This action was intended to enable us to grow our global commercial presence in key geographies and take advantage of many cost-reducing and productivity-enhancing opportunities. In addition, we undertook efforts to streamline various corporate functions, eliminate bureaucracy, increase productivity and better align corporate resources to our key business strategies. On January 25, 2013, our Board of Directors approved, and we committed to, an expansion of the 2011 Restructuring plan (the Expansion). The Expansion was intended to further strengthen our operational effectiveness and efficiencies and support new investments. Activities under the 2011 Restructuring plan were initiated in the third quarter of 2011 and all activities, including those related to the Expansion, were substantially completed by the end of 2013.

The 2011 Restructuring plan, including the Expansion, is estimated to result in total pre-tax charges of approximately $285 million to $295 million, and approximately $270 million to $280 million of these charges is estimated to result in cash outlays, of which we have made payments of $268 million to date. We have recorded related costs of $284 million since the inception of the plan, and recorded a portion of these expenses as restructuring charges and the remaining portion through other lines within our consolidated statements of operations.

The following provides a summary of our expected total costs associated with the 2011 Restructuring plan, including the Expansion, by major type of cost:



Type of cost	Total estimated amount expected to be incurred
Restructuring charges:
Termination benefits	$135 million to $140 million
Other (1)	$110 million to $113 million
Restructuring-related expenses:
Other (2)	$40 million to $42 million
	$285 million to $295 million


(1)	Includes primarily consulting fees, net fixed asset write-offs and costs associated with contractual cancellations.


(2)	Comprised of other costs directly related to the 2011 Restructuring plan, including the Expansion, such as program management, accelerated depreciation, retention and infrastructure-related costs.

2010 Restructuring Plan

On February 6, 2010, our Board of Directors approved, and we committed to, a series of management changes and restructuring initiatives (the 2010 Restructuring plan) designed to focus our business, drive innovation, accelerate profitable revenue growth and increase both accountability and shareholder value. Key activities under the plan included the restructuring of certain of our businesses and corporate functions; the re-alignment of our international structure to reduce our administrative costs and invest in expansion opportunities including significant investments in emerging markets; and the re-prioritization and diversification of our product portfolio. Activities under the 2010 Restructuring plan were initiated in the first quarter of 2010 and were complete by the end of 2012.

The execution of the 2010 Restructuring plan resulted in total pre-tax charges of $160 million, and required cash outlays of $145 million. We have recorded a portion of these expenses as restructuring charges and the remaining portion through other lines within our consolidated statements of operations.

The following provides a summary of our costs associated with the 2010 Restructuring plan by major type of cost:



Type of cost	Total amount incurred
Restructuring charges:
Termination benefits	$90 million
Fixed asset write-offs	$11 million
Other (1)	$51 million
Restructuring-related expenses:
Other (2)	$8 million
	$160 million


(1)	Includes primarily consulting fees and costs associated with contractual cancellations.


(2)	Comprised of other costs directly related to the 2010 Restructuring plan, including accelerated depreciation and infrastructure-related costs.

Plant Network Optimization Program

In January 2009, our Board of Directors approved, and we committed to, a Plant Network Optimization program, intended to simplify our manufacturing plant structure by transferring certain production lines among facilities and by closing certain other facilities. The program was intended to improve our overall gross profit margins. Activities under the Plant Network Optimization program were initiated in the first quarter of 2009 and were substantially completed during 2012.

The Plant Network Optimization program resulted in total pre-tax charges of $126 million, and resulted in cash outlays of $103 million. We have recorded a portion of these expenses as restructuring charges and the remaining portion through cost of products sold within our consolidated statements of operations.

The following provides a summary of our costs associated with the Plant Network Optimization program by major type of cost:



Type of cost	Total amount incurred
Restructuring charges:
Termination benefits	$30 million

Restructuring-related expenses:
Accelerated depreciation	$22 million
Transfer costs (1)	$74 million
	$126 million


(1)	Consists primarily of costs to transfer product lines among facilities, including costs of transfer teams, freight, idle facility and product line validations.

In aggregate, we recorded restructuring charges pursuant to our restructuring plans of $101 million during 2013, $136 million during 2012, and $89 million during 2011. In addition, we recorded expenses within other lines of our accompanying consolidated statements of operations related to our restructuring initiatives of $23 million during 2013, $24 million during 2012, and $40 million during 2011.

The following presents these costs by major type and line item within our accompanying consolidated statements of operations, as well as by program:



Year Ended December 31, 2013
(in millions)	Termination Benefits			Accelerated Depreciation		Net (Gain) on Fixed Asset Disposals			Other		Total
Restructuring charges	$	60		$	—	$	(15	)	$	56	$	101
Restructuring-related expenses:
Selling, general and administrative expenses	—			3		—			20		23
	—			3		—			20		23
	$	60		$	3	$	(15	)	$	76	$	124

(in millions)	Termination Benefits			Accelerated Depreciation		Net (Gain) on Fixed Asset Disposals			Other		Total
2014 Restructuring plan	$	29		$	—	$	—		$	1	$	30
2011 Restructuring plan	37			3		(15		)	75		100
2010 Restructuring plan	—			—		—			—		—
Plant Network Optimization program	(6		)	—		—			—		(6		)
	$	60		$	3	$	(15	)	$	76	$	124



Year Ended December 31, 2012
(in millions)	Termination Benefits		Accelerated Depreciation		Transfer Costs		Fixed Asset Write-offs		Other		Total
Restructuring charges	$	79	$	—	$	—	$	14	$	43	$	136
Restructuring-related expenses:
Cost of products sold	—		—		8		—		—		8
Selling, general and administrative expenses	—		2		—		—		14		16
	—		2		8		—		14		24
	$	79	$	2	$	8	$	14	$	57	$	160

(in millions)	Termination Benefits		Accelerated Depreciation		Transfer Costs		Fixed Asset Write-offs		Other		Total
2011 Restructuring plan	$	78	$	2	$	—	$	14	$	55	$	149
2010 Restructuring plan	1		—		—		—		2		3
Plant Network Optimization program	—		—		8		—		—		8
	$	79	$	2	$	8	$	14	$	57	$	160



Year Ended December 31, 2011
(in millions)	Termination Benefits		Accelerated Depreciation		Transfer Costs		Fixed Asset Write-offs		Other		Total
Restructuring charges	$	55	$	—	$	—	$	—	$	34	$	89
Restructuring-related expenses:
Cost of products sold	—		9		27		—		—		36
Selling, general and administrative expenses	—		—		—		—		4		4
	—		9		27		—		4		40
	$	55	$	9	$	27	$	—	$	38	$	129

(in millions)	Termination Benefits		Accelerated Depreciation		Transfer Costs		Fixed Asset Write-offs		Other		Total
2011 Restructuring plan	$	21	$	—	$	—	$	—	$	14	$	35
2010 Restructuring plan	24		1		—		—		24		49
Plant Network Optimization program	10		8		27		—		—		45
	$	55	$	9	$	27	$	—	$	38	$	129

Termination benefits represent amounts incurred pursuant to our on-going benefit arrangements and amounts for “one-time” involuntary termination benefits, and have been recorded in accordance with ASC Topic 712, Compensation – Non-retirement Postemployment Benefits and ASC Topic 420, Exit or Disposal Cost Obligations. We expect to record additional termination benefits related to our restructuring initiatives in 2014 when we identify with more specificity the job classifications, functions and locations of the remaining head count to be eliminated. Other restructuring costs, which represent primarily contractual cancellations and consulting fees, are being recorded as incurred in accordance with ASC Topic 420. Accelerated depreciation is being recorded over the adjusted remaining useful life of the related assets, and production line transfer costs are being recorded as incurred.

We have incurred cumulative restructuring charges related to our 2014 Restructuring plan, 2011 Restructuring plan, 2010 Restructuring plan and Plant Network Optimization program of $456 million and restructuring-related costs of $144 million since we committed to each plan. The following presents these costs by major type and by plan:



(in millions)	2014 Restructuring plan		2011 Restructuring plan			2010 Restructuring plan		Plant Network Optimization		Total
Termination benefits	$	29	$	136		$	90	$	30	$	285
Fixed asset write-offs	—		(1		)	11		—		10
Other	—		110			51		—		161
Total restructuring charges	29		245			152		30		456
Accelerated depreciation	—		5			—		22		27
Transfer costs	—		—			—		74		74
Other	1		34			8		—		43
Restructuring-related expenses	1		39			8		96		144
	$	30	$	284		$	160	$	126	$	600

We made cash payments of $141 million in 2013 associated with restructuring initiatives pursuant to these plans, and have made total cash payments of $516 million related to our 2014 Restructuring plan, 2011 Restructuring plan, 2010 Restructuring plan and Plant Network Optimization program since committing to each plan. Each of these payments was made using cash generated from operations, and are comprised of the following:



(in millions)	2014 Restructuring plan		2011 Restructuring plan		2010 Restructuring plan		Plant Network Optimization		Total
Year Ended December 31, 2013
Termination benefits	$	—	$	61	$	—	$	1	$	62
Transfer costs	—		—		—		—		—
Other	—		79		—		—		79
	$	—	$	140	$	—	$	1	$	141

Program to Date
Termination benefits	$	—	$	124	$	90	$	30	$	244
Transfer costs	—		—		—		73		73
Other	—		144		55		—		199
	$	—	$	268	$	145	$	103	$	516

Our restructuring liability is primarily comprised of accruals for termination benefits. The following is a rollforward of the termination benefit liability associated with our 2014 Restructuring plan, 2011 Restructuring plan, 2010 Restructuring plan and Plant Network Optimization program, since the inception of the respective plan, which is reported as a component of accrued expenses included in our accompanying consolidated balance sheets:



	Restructuring Plan Termination Benefits
									Plant Network
(in millions)	2014		2011			2010			Optimization			Total
Accrued as of December 31, 2010	$	—	$	—		$	21		$	26		$	47
Charges	—		21			24			10			55
Cash payments	—		(3		)	(39		)	(3		)	(45		)
Accrued as of December 31, 2011	—		18			6			33			57
Charges	—		78			1			—			79
Cash payments	—		(60		)	(4		)	(24		)	(88		)
Accrued as of December 31, 2012	—		36			3			9			48
Charges	29		37			—			(6		)	60
Cash payments	—		(61		)	—			(1		)	(62		)
Other	—		—			(3		)	(2		)	(5		)
Accrued as of December 31, 2013	$	29	$	12		$	—		$	—		$	41

In addition to our accrual for termination benefits, we had an $8 million liability as of December 31, 2013 and a $5 million liability as of December 31, 2012 for other restructuring-related items.