Conceptus (CPTS)

Goodwill

        Goodwill is the excess of the purchase price over the fair value of the other net assets, including customer relationship and covenant not to compete, of acquired businesses in connection with our acquisition of Conceptus SAS in 2008. Under SFAS 142, Goodwill and Other Intangible Assets, goodwill is not amortized, but is assigned to reporting units and tested for impairment annually during the fourth quarter, or whenever there is an impairment indicator. We assess goodwill impairment indicators

40

Table of Contents

quarterly, or more frequently, if a change in circumstances or the occurrence of events suggests the remaining value may not be recoverable.

        The first step of the impairment test for goodwill compares the fair value of a reporting unit with its carrying amount, including goodwill and other indefinite lived intangible assets. If the fair value is less than the carrying amount, the second step determines the amount of the impairment by comparing the implied fair value of the goodwill with the carrying amount of that goodwill. An impairment charge is recognized only when the calculated fair value of a reporting unit, including goodwill and indefinite lived intangible assets, is less than its carrying amount. We performed an annual assessment during the fourth quarter of 2008 of our goodwill at the reporting unit level. No impairment charges have been recorded through December 31, 2008.

Goodwill

        Goodwill is the excess of the purchase price over the fair value of the other net assets, including customer relationship and covenant not to compete, of acquired businesses in connection with our acquisition of Conceptus SAS in 2008. Under SFAS 142, Goodwill and Other Intangible Assets, goodwill is not amortized, but is assigned to reporting units and tested for impairment annually during the fourth quarter, or whenever there is an impairment indicator. We assess goodwill impairment indicators

40

Table of Contents

quarterly, or more frequently, if a change in circumstances or the occurrence of events suggests the remaining value may not be recoverable.

        The first step of the impairment test for goodwill compares the fair value of a reporting unit with its carrying amount, including goodwill and other indefinite lived intangible assets. If the fair value is less than the carrying amount, the second step determines the amount of the impairment by comparing the implied fair value of the goodwill with the carrying amount of that goodwill. An impairment charge is recognized only when the calculated fair value of a reporting unit, including goodwill and indefinite lived intangible assets, is less than its carrying amount. We performed an annual assessment during the fourth quarter of 2008 of our goodwill at the reporting unit level. No impairment charges have been recorded through December 31, 2008.

Goodwill

        Goodwill is the excess of the purchase price over the fair value of the other net assets, including customer relationship and covenant
not to compete, of acquired businesses in connection with our acquisition of Conceptus SAS in 2008. Under SFAS 142, Goodwill and Other Intangible
Assets, goodwill is not amortized, but is assigned to reporting units and tested for impairment annually during the fourth quarter, or whenever there is an impairment
indicator. We assess goodwill impairment indicators

40

HREF="#bg10801a_main_toc">Table of Contents

quarterly,
or more frequently, if a change in circumstances or the occurrence of events suggests the remaining value may not be recoverable.

        The
first step of the impairment test for goodwill compares the fair value of a reporting unit with its carrying amount, including goodwill and other indefinite lived intangible assets.
If the fair value is less than the carrying amount, the second step determines the amount of the impairment by comparing the implied fair value of the goodwill with the carrying amount of that
goodwill. An impairment charge is recognized only when the calculated fair value of a reporting unit, including goodwill and indefinite lived intangible assets, is less than its carrying amount. We
performed an annual assessment during the fourth quarter of 2008 of our goodwill at the reporting unit level. No impairment charges have been recorded through December 31, 2008.

Goodwill

        Goodwill is the excess of the purchase price over the fair value of the other net assets, including customer relationship and covenant
not to compete, of acquired businesses in connection with our acquisition of Conceptus SAS in 2008. Under SFAS 142, Goodwill and Other Intangible
Assets, goodwill is not amortized, but is assigned to reporting units and tested for impairment annually during the fourth quarter, or whenever there is an impairment
indicator. We assess goodwill impairment indicators

40

HREF="#bg10801a_main_toc">Table of Contents

quarterly,
or more frequently, if a change in circumstances or the occurrence of events suggests the remaining value may not be recoverable.

        The
first step of the impairment test for goodwill compares the fair value of a reporting unit with its carrying amount, including goodwill and other indefinite lived intangible assets.
If the fair value is less than the carrying amount, the second step determines the amount of the impairment by comparing the implied fair value of the goodwill with the carrying amount of that
goodwill. An impairment charge is recognized only when the calculated fair value of a reporting unit, including goodwill and indefinite lived intangible assets, is less than its carrying amount. We
performed an annual assessment during the fourth quarter of 2008 of our goodwill at the reporting unit level. No impairment charges have been recorded through December 31, 2008.

Goodwill

Goodwill represents the excess of the purchase price paid over the fair value of tangible and identifiable intangible net assets acquired in business combinations. We will perform an annual assessment during the fourth quarter of 2008 of our goodwill at the reporting unit level, or earlier if an event occurs or circumstances change that would reduce the fair value of the reporting unit below its carrying amount. No impairment charges have been recorded as of September 30, 2008.

Goodwill

Goodwill represents the excess of the purchase price paid over the fair value of tangible and identifiable intangible net assets acquired in business combinations. We will perform an annual assessment during the fourth quarter of 2008 of our goodwill at the reporting unit level, or earlier if an event occurs or circumstances change that would reduce the fair value of the reporting unit below its carrying amount. No impairment charges have been recorded as of June 30, 2008.

Goodwill

Goodwill represents the excess of the purchase price paid over the fair value of tangible and identifiable intangible net assets acquired in business combinations. We will perform an annual assessment of our goodwill at the reporting unit level, or earlier if an event occurs or circumstances change that would reduce the fair value of the reporting unit below its carrying amount. No impairment charges have been recorded as of March 31, 2008.

7