Document and Entity Information
Document and Entity Information | 9 Months Ended |
Jun. 30, 2018shares | |
Document And Entity Information [Abstract] | |
Entity registrant name | BECTON DICKINSON & CO |
Trading symbol | BDX |
Entity central index key | 10,795 |
Current fiscal year end date | --09-30 |
Entity filer category | Large Accelerated Filer |
Document type | 10-Q |
Document period end date | Jun. 30, 2018 |
Document fiscal year focus | 2,018 |
Document fiscal period focus | Q3 |
Amendment flag | false |
Entity common stock, shares outstanding (shares) | 267,563,574 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2018 | Sep. 30, 2017 |
Current Assets: | ||
Cash and equivalents | $ 1,384 | $ 14,179 |
Restricted Cash and Investments, Current | 125 | 0 |
Short-term investments | 15 | 21 |
Trade receivables, net | 2,243 | 1,744 |
Inventories: | ||
Materials | 514 | 313 |
Work in process | 330 | 271 |
Finished products | 1,718 | 1,234 |
Inventories | 2,562 | 1,818 |
Prepaid expenses and other | 1,196 | 871 |
Total Current Assets | 7,525 | 18,633 |
Property, Plant and Equipment | 10,384 | 9,389 |
Less allowances for depreciation and amortization | 5,063 | 4,752 |
Property, Plant and Equipment, Net | 5,321 | 4,638 |
Goodwill | 23,505 | 7,563 |
Customer Relationships, Net | 3,804 | 2,830 |
Developed Technology, Net | 12,301 | 2,478 |
Other Intangibles, Net | 537 | 585 |
Other Assets | 984 | 1,007 |
Total Assets | 53,977 | 37,734 |
Current Liabilities: | ||
Short-term debt | 1,900 | 203 |
Payables and accrued expenses | 4,207 | 3,139 |
Total Current Liabilities | 6,106 | 3,342 |
Long-Term Debt | 20,350 | 18,667 |
Long-Term Employee Benefit Obligations | 1,075 | 1,168 |
Deferred Income Taxes and Other | 5,088 | 1,609 |
Commitments and Contingencies | ||
Shareholders’ Equity | ||
Preferred stock | 2 | 2 |
Common stock | 347 | 347 |
Capital in excess of par value | 16,193 | 9,619 |
Retained earnings | 12,971 | 13,111 |
Deferred compensation | 22 | 19 |
Common stock in treasury - at cost | (6,275) | (8,427) |
Accumulated other comprehensive loss | (1,902) | (1,723) |
Total Shareholders’ Equity | 21,357 | 12,948 |
Total Liabilities and Shareholders’ Equity | $ 53,977 | $ 37,734 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenues | $ 4,278 | $ 3,035 | $ 11,581 | $ 8,927 |
Cost of products sold | 2,262 | 1,532 | 6,410 | 4,539 |
Selling and administrative expense | 1,081 | 719 | 2,912 | 2,151 |
Research and development expense | 277 | 186 | 728 | 554 |
Acquisitions and other restructurings | 146 | 81 | 604 | 243 |
Other operating expense, net | 0 | 741 | 0 | 405 |
Total Operating Costs and Expenses | 3,766 | 3,258 | 10,655 | 7,892 |
Operating Income (Loss) | 513 | (223) | 926 | 1,035 |
Interest expense | (182) | (184) | (525) | (364) |
Interest income | 8 | 19 | 55 | 31 |
Other income (expense), net | 308 | (16) | 302 | (51) |
Income (Loss) Before Income Taxes | 647 | (404) | 759 | 650 |
Income tax provision (benefit) | 53 | (271) | 313 | (123) |
Net Income (Loss) | 594 | (132) | 446 | 773 |
Preferred stock dividends | (38) | (32) | (114) | (32) |
Net income (loss) applicable to common shareholders | $ 556 | $ (165) | $ 332 | $ 741 |
Basic Earnings per Share (USD per share) | $ 2.08 | $ (0.75) | $ 1.30 | $ 3.43 |
Diluted Earnings per Share (USD per share) | 2.03 | (0.75) | 1.27 | 3.36 |
Dividends per Common Share (USD per share) | $ 0.75 | $ 0.73 | $ 2.25 | $ 2.19 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Income (Loss) | $ 594 | $ (132) | $ 446 | $ 773 |
Other Comprehensive (Loss) Income, Net of Tax | ||||
Foreign currency translation adjustments | (214) | 87 | (122) | (52) |
Defined benefit pension and postretirement plans | 16 | 15 | (57) | 44 |
Cash flow hedges | 1 | (15) | 0 | 15 |
Other Comprehensive (Loss) Income, Net of Tax | (197) | 86 | (179) | 7 |
Comprehensive Income (Loss) | $ 397 | $ (46) | $ 267 | $ 780 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Operating Activities | ||
Net income | $ 446 | $ 773 |
Adjustments to net income to derive net cash provided by operating activities: | ||
Depreciation and amortization | 1,412 | 802 |
Share-based compensation | 261 | 138 |
Deferred income taxes | (472) | (339) |
Change in operating assets and liabilities | 430 | (665) |
Pension obligation | (228) | 56 |
Excess tax benefits from payments under share-based compensation plans | 63 | 60 |
Lease Contract Modification Related Charge | 0 | 741 |
Gain on Sale of Investments | (308) | 0 |
Other, net | (45) | (142) |
Net Cash Provided by Operating Activities | 1,559 | 1,424 |
Investing Activities | ||
Capital expenditures | (588) | (467) |
Proceeds from sale of investments, net | 13 | 17 |
Acquisitions of businesses, net of cash acquired | (15,111) | (158) |
Proceeds from divestitures, net | 534 | 165 |
Other, net | (145) | (94) |
Net Cash Used for Investing Activities | (15,298) | (536) |
Financing Activities | ||
Change in credit facility borrowings | 200 | 50 |
Proceeds from long-term debt | 4,335 | 11,462 |
Payments of debt | (2,723) | (3,980) |
Proceeds from Issuance or Sale of Equity | 0 | 4,827 |
Repurchase of common stock | 0 | (220) |
Dividends paid | (687) | (478) |
Other, net | (176) | (229) |
Net Cash Provided by Financing Activities | 949 | 11,433 |
Effect of exchange rate changes on cash and equivalents | (5) | (11) |
Net (decrease) increase in cash and equivalents | (12,795) | 12,310 |
Opening Cash and Equivalents | 14,179 | 1,541 |
Closing Cash and Equivalents | 1,384 | 13,852 |
Noncash Investing and Financing Items [Abstract] | ||
Fair value of the Company’s issued shares | 8,004 | 0 |
Non-cash consideration-fair value of equity awards issued | $ 613 | $ 0 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, in the opinion of the management of Becton, Dickinson and Company (the "Company"), include all adjustments which are of a normal recurring nature, necessary for a fair presentation of the financial position and the results of operations and cash flows for the periods presented. However, the financial statements do not include all information and accompanying notes required for a presentation in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s 2017 Annual Report on Form 10-K. Within the financial statements and tables presented, certain columns and rows may not add due to the use of rounded numbers for disclosure purposes. Percentages and earnings per share amounts presented are calculated from the underlying amounts. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. |
Accounting Changes
Accounting Changes | 9 Months Ended |
Jun. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Changes | Accounting Changes New Accounting Principle Adopted In the second quarter of its fiscal year 2018, the Company prospectively adopted an accounting standard update issued by the Financial Accounting Standards Board ("FASB") relating to the stranded income tax effects on items within Accumulated other comprehensive income (loss) resulting from the enactment of new U.S. tax legislation, which legislation is further discussed in Note 15 . Additional disclosures regarding this accounting standard adoption are provided in Note 3. New Accounting Principles Not Yet Adopted In February 2016, the FASB issued a new lease accounting standard which requires lessees to recognize lease assets and lease liabilities on the balance sheet. The new standard also requires expanded disclosures regarding leasing arrangements. The Company will adopt the standard on October 1, 2019 and has commenced its initial assessment of the impact on its consolidated financial statements. In May 2014, the FASB issued a new revenue recognition standard. Under this standard, revenue will be recognized upon the transfer of goods or services to customers and the amount of revenue recognized will reflect the consideration to which a reporting entity expects to be entitled in exchange for those goods or services. The Company will adopt the standard on October 1, 2018 and currently plans to use the modified retrospective method. The Company has completed an initial assessment to identify the potential areas of impact that this new revenue recognition standard will have on its consolidated financial statements. As part of the initial assessment, the Company reviewed a representative sample of its contracts across its various businesses and geographies to identify potential differences that could result from applying the requirements of the new standard. The analysis included identifying whether there may be differences in timing of revenue recognition under the new standard as well as assessing performance obligations, variable consideration, and contract costs. The Company has not yet estimated the impact of the new standard on the timing and pattern of its revenue recognition. The Company has apprised its audit committee of the project status regularly. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Jun. 30, 2018 | |
AOCI Attributable to Parent [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The components and changes of Accumulated other comprehensive income (loss) for the nine -month period ended June 30, 2018 were as follows: (Millions of dollars) Total Foreign Currency Translation Benefit Plans Cash Flow Hedges Balance at September 30, 2017 $ (1,723 ) $ (1,001 ) $ (703 ) $ (18 ) Other comprehensive (loss) income before reclassifications, net of taxes (118 ) (122 ) 4 — Amounts reclassified into income, net of taxes 42 — 38 4 Tax effects reclassified to retained earnings (103 ) — (99 ) (4 ) Balance at June 30, 2018 $ (1,902 ) $ (1,123 ) $ (760 ) $ (18 ) The amount of foreign currency translation recognized in other comprehensive income during the nine months ended June 30, 2018 included net gains relating to net investment hedges, as further discussed in Note 12 . As permitted under recently issued U.S. GAAP guidance, the Company reclassified stranded income tax effects on items within Accumulated other comprehensive income (loss) resulting from the enactment of new U.S. tax legislation, which legislation is further discussed in Note 15 , to Retained earnings during the second quarter of fiscal year 2018. As further discussed in Note 15 , the Company has not completed its accounting for the tax effects of the new legislation and as the Company continues to analyze the impact of the legislation on its existing deferred tax balances, the provisional amounts that have been recorded will be updated as required. The reclassified tax effects related to prior service credits and net actuarial losses relating to benefit plans, as well as to terminated cash flow hedges. The tax effects relating to these items are generally recognized as such amounts are amortized into earnings. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share The weighted average common shares used in the computations of basic and diluted earnings per share (shares in thousands) were as follows: Three Months Ended Nine Months Ended 2018 2017 2018 2017 Average common shares outstanding 267,836 220,807 254,934 215,817 Dilutive share equivalents from share-based plans 6,089 — 5,926 4,589 Average common and common equivalent shares outstanding – assuming dilution 273,925 220,807 260,860 220,406 Share equivalents excluded from the diluted shares outstanding calculation because the result would have been antidilutive: Mandatory convertible preferred stock 11,685 6,273 11,685 2,091 Share-based plans — 4,313 — — |
Contingencies
Contingencies | 9 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies Given the uncertain nature of litigation generally, the Company is not able, in all cases, to estimate the amount or range of loss that could result from an unfavorable outcome of the litigation to which the Company is a party. In accordance with U.S. generally accepted accounting principles, the Company establishes accruals to the extent probable future losses are estimable (in the case of environmental matters, without considering possible third-party recoveries). With respect to putative class action lawsuits in the United States and certain of the Canadian lawsuits described below relating to product liability matters, the Company is unable to estimate a range of reasonably possible losses for the following reasons: (i) all or certain of the proceedings are in early stages; (ii) the Company has not received and reviewed complete information regarding all or certain of the plaintiffs and their medical conditions; and/or (iii) there are significant factual issues to be resolved. In addition, there is uncertainty as to the likelihood of a class being certified or the ultimate size of the class. With respect to the investigative subpoena issued by the Department of Defense Inspector General and the Department of Health and Human Services and the civil investigative demand served by the Department of Justice, as discussed below, the Company is unable to estimate a range of reasonably possible losses for the following reasons: (i) all or certain of the proceedings are in early stages; and/or (ii) there are significant factual and legal issues to be resolved. In view of the uncertainties discussed below, the Company could incur charges in excess of any currently established accruals and, to the extent available, liability insurance. In the opinion of management, any such future charges, individually or in the aggregate, could have a material adverse effect on the Company’s consolidated results of operations and consolidated cash flows. Product Liability Matters As is further discussed in Note 8 , the Company completed its acquisition of C.R. Bard, Inc. ("Bard") on December 29, 2017 and the following matters include Bard-related legal proceedings and claims that the Company assumed on the acquisition date. The Company believes that certain settlements and judgments, as well as some legal defense costs, relating to product liability matters are or may be covered in whole or in part under its product liability insurance policies with a limited number of insurance carriers, or, in some circumstances, indemnification obligations to the Company from other parties, which if disputed, the Company intends to vigorously contest. Amounts recovered under the Company’s product liability insurance policies or indemnification arrangements may be less than the stated coverage limits or less than otherwise expected and may not be adequate to cover damages and/or costs relating to claims. In addition, there is no guarantee that insurers or other parties will pay claims or that coverage or indemnity will be otherwise available. Hernia Product Claims As of June 30, 2018 , the Company is defending approximately 2,299 product liability claims involving Bard’s line of hernia repair devices (collectively, the “Hernia Product Claims”). The majority of those claims are currently pending in a coordinated proceeding in Rhode Island State Court, but claims are also pending in other state and/or federal court jurisdictions. In addition, those claims include multiple putative class actions in Canada. Generally, the Hernia Product Claims seek damages for personal injury allegedly resulting from use of the products. From time to time, the Company engages in resolution discussions with plaintiffs’ law firms regarding certain of the Hernia Product Claims, but the Company also intends to vigorously defend Hernia Product Claims that do not settle, including through litigation. Trials are scheduled throughout 2019 in various state and federal courts. The Company expects additional trials of Hernia Product Claims to take place over the next 12 months. On April 11, 2018, plaintiffs’ attorneys filed a request for the creation of a new hernia multi-district litigation (“MDL”) in either the Southern District of Ohio or the Western District of Missouri, and a hearing was scheduled on July 26, 2018 to address the creation and location of that MDL. The Company cannot give any assurances that the resolution of the Hernia Product Claims that have not settled, including asserted and unasserted claims and the putative class action lawsuits, will not have a material adverse effect on the Company’s business, results of operations, financial condition and/or liquidity. Women’s Health Product Claims As of June 30, 2018 , the Company is defending approximately 1,522 product liability claims involving Bard’s line of pelvic mesh devices. The majority of those claims are currently pending in a federal MDL in the United States District Court for the Southern District of West Virginia, but claims are also pending in other state and/or federal court jurisdictions, including a coordinated proceeding in New Jersey State Court. In addition, those claims include putative class actions filed in the United States. Not included in the figures above are approximately 1,063 filed and unfiled claims that have been asserted or threatened against Bard but lack sufficient information to determine whether a Bard pelvic mesh device is actually at issue. The claims identified above also include products manufactured by both Bard and two subsidiaries of Medtronic plc (as successor in interest to Covidien plc) (“Medtronic”), each a supplier of Bard. Medtronic has an obligation to defend and indemnify Bard with respect to any product defect liability relating to products its subsidiaries had manufactured. As described below, in July 2015 the Company reached an agreement with Medtronic (which was amended in June 2017) regarding certain aspects of Medtronic’s indemnification obligation. The foregoing lawsuits, unfiled claims, putative class actions, and other claims, together with claims that have settled or are the subject of agreements or agreements in principle to settle, are referred to collectively as the “Women’s Health Product Claims.” The Women’s Health Product Claims generally seek damages for personal injury allegedly resulting from use of the products. As of June 30, 2018 , the Company has reached agreements or agreements in principle with various plaintiffs’ law firms to settle their respective inventories of cases totaling approximately 14,944 of the Women’s Health Product Claims. The Company believes that these Women’s Health Product Claims are not the subject of Medtronic’s indemnification obligation. These settlement agreements and agreements in principle include unfiled and previously unknown claims held by various plaintiffs’ law firms, which are not included in the approximate number of lawsuits set forth in the first paragraph of this section. Each agreement is subject to certain conditions, including requirements for participation in the proposed settlements by a certain minimum number of plaintiffs. The Company continues to engage in discussions with other plaintiffs’ law firms regarding potential resolution of unsettled Women’s Health Product Claims, which may include additional inventory settlements. Starting in 2014 in the MDL, the court entered certain pre-trial orders requiring trial work up and remand of a significant number of Women’s Health Product Claims, including an order entered in the MDL on January 30, 2018, that requires the work up and remand of all remaining unsettled cases (the “WHP Pre-Trial Orders”). The WHP Pre-Trial Orders may result in material additional costs or trial verdicts in future periods in defending Women’s Health Product Claims. Trials are anticipated in 2018 and throughout 2019 in state courts. A trial in the New Jersey coordinated proceeding began in March 2018, and in April 2018 a jury entered a verdict against the Company in the total amount of $68 million ( $33 million compensatory; $35 million punitive). The Company is in the process of challenging that verdict. The Company expects additional trials of Women’s Health Product Claims to take place over the next 12 months. In July 2015, as part of the agreement with Medtronic noted above, Medtronic agreed to take responsibility for pursuing settlement of certain of the Women’s Health Product Claims that relate to products distributed by Bard under supply agreements with Medtronic, and Bard has paid Medtronic $121 million towards these potential settlements. In June 2017, Bard amended the agreement with Medtronic to transfer responsibility for settlement of additional Women’s Health Product Claims to Medtronic on terms similar to the July 2015 agreement, including with respect to the obligation to make payments to Medtronic towards these potential settlements. Bard also may, in its sole discretion, transfer responsibility for settlement of additional Women’s Health Product Claims to Medtronic on similar terms. The agreements do not resolve the dispute between Bard and Medtronic with respect to Women’s Health Product Claims that do not settle, if any. During the course of engaging in settlement discussions with plaintiffs’ law firms, the Company has learned, and may in future periods learn, additional information regarding these and other unfiled claims, or other lawsuits, which could materially impact the Company’s estimate of the number of claims or lawsuits against the Company. Filter Product Claims As of June 30, 2018 , the Company is defending approximately 4,192 product liability claims involving Bard’s line of inferior vena cava filters (collectively, the “Filter Product Claims”). The majority of those claims are currently pending in an MDL in the United States District Court for the District of Arizona, but claims are also pending in other state and/or federal court jurisdictions, including a coordinated proceeding in Arizona State Court. In addition, those claims include putative class actions filed in the United States and Canada. The Filter Product Claims generally seek damages for personal injury allegedly resulting from use of the products. The Company has limited information regarding the nature and quantity of certain of the Filter Product Claims. The Company continues to receive claims and lawsuits and may in future periods learn additional information regarding other unfiled or unknown claims, or other lawsuits, which could materially impact the Company’s estimate of the number of claims or lawsuits against the Company. Trials are scheduled throughout 2018 in the MDL and state courts. On March 30, 2018, a jury in the first MDL trial found the Company liable for negligent failure to warn and entered a verdict in favor of plaintiffs. The jury found the Company was not liable for (a) strict liability design defect; (b) strict liability failure to warn; and (c) negligent design. The Company intends to challenge that verdict. On June 1, 2018, a jury in the second MDL trial unanimously found in favor of the Company on all claims. The Company expects additional trials of Filter Product Claims may take place over the next 12 months. In most product liability litigations (like those described above), plaintiffs allege a wide variety of claims, ranging from allegations of serious injury caused by the products to efforts to obtain compensation notwithstanding the absence of any injury. In many of these cases, the Company has not yet received and reviewed complete information regarding the plaintiffs and their medical conditions and, consequently, is unable to fully evaluate the claims. The Company expects that it will receive and review additional information regarding any remaining unsettled product liability matters. In January 2017, the Company reached an agreement to resolve litigation filed in the Southern District of New York by its insurance carriers in connection with Women’s Health Product Claims and Filter Product Claims. The agreement requires the insurance carriers to reimburse the Company for certain future costs incurred in connection with Filter Product Claims up to an agreed amount. For certain product liability claims or lawsuits, the Company does not maintain or has limited remaining insurance coverage. Other Legal Matters In June 2007, Retractable Technologies, Inc. (“RTI”) filed a complaint against the Company under the caption Retractable Technologies, Inc. vs. Becton Dickinson and Company (Civil Action No. 2:07-cv-250, U.S. District Court, Eastern District of Texas) alleging that the BD Integra™ syringes infringe patents licensed exclusively to RTI. Included in its complaint, RTI also alleged that the Company engaged in false advertising with respect to certain of the Company’s safety-engineered products in violation of the Lanham Act; acted to exclude RTI from various product markets and to maintain its market share through, among other things, exclusionary contracts in violation of state and federal antitrust laws; and engaged in unfair competition. In January 2008, the Court severed the patent and non-patent claims into separate cases. BD paid a $5 million award following an adverse infringement verdict at the district court and the Company's unsuccessful appeal. On September 19, 2013, a jury returned a verdict against BD with respect to RTI’s Lanham Act claim and claim for attempted monopolization based on deception in the safety syringe market. The jury awarded RTI $113.5 million for its attempted monopolization claim (which would be trebled under the antitrust statute). Upon issuance of a Court of Appeals decision reversing the attempted monopolization claim, the Company recorded a $336 million reversal of reserves associated with the initial judgment, in Other operating (income) expense, net , in the first quarter of fiscal year 2017. The Court of Appeals affirmed the judgment for Lanham Act liability, and remanded the case to the district court to consider whether and if so how much profit should be disgorged by BD on that claim. The Court of Appeals also vacated and remanded the injunction ordered by the district court. On January 31, 2017, RTI filed a petition for a writ of certiorari with the U.S. Supreme Court. On March 20, 2017, the U.S. Supreme Court denied certiorari, and the district court thereafter heard RTI’s request for disgorgement. On August 17, 2017, the district court entered judgment in favor of BD and ruled that RTI is not entitled to any award of money damages. RTI has appealed this ruling to the Fifth Circuit Court of Appeals. Since early 2013, Bard has received subpoenas or Civil Investigative Demands from a number of State Attorneys General seeking information related to the sales and marketing of certain of the Company’s products that are the subject of the Hernia Product Claims and the Women’s Health Product Claims. The Company is cooperating with these requests. Although the Company has had and continues to have discussions with the State Attorneys General with respect to overall potential resolution of this matter, there can be no assurance that a resolution will be reached or what the terms of any such resolution may be. In November 2015, the Department of Defense Inspector General issued an investigative subpoena to Bard. The Department of Health and Human Services is also participating in this investigation. The subpoena seeks documents related to the Company’s sales and marketing of certain filter products, drug coated balloon catheters, and peripheral arterial disease detection products. In July 2017, a separate civil investigative demand was served by the Department of Justice seeking documents and information relating to an investigation into possible violations of the False Claims Act in connection with the sales and marketing of FloChec ® and QuantaFlo TM devices. The Company is cooperating with these requests. Since it is not feasible to predict the outcome of these matters, the Company cannot give any assurances that the resolution of these matters will not have a material adverse effect on the Company’s business, results of operations, financial condition and/or liquidity. The Company is a potentially responsible party to a number of federal administrative proceedings in the United States brought under the Comprehensive Environment Response, Compensation and Liability Act, also known as “Superfund,” and similar state laws. The affected sites are in varying stages of development. In some instances, the remedy has been completed, while in others, environmental studies are underway or commencing. For several sites, there are other potentially responsible parties that may be jointly or severally liable to pay all or part of cleanup costs. While it is not feasible to predict the outcome of these proceedings, based upon the Company’s experience, current information and applicable law, the Company does not expect these proceedings to have a material adverse effect on its financial condition and/or liquidity. However, one or more of the proceedings could be material to the Company’s business and/or results of operations. The Company is also involved both as a plaintiff and a defendant in other legal proceedings and claims that arise in the ordinary course of business. The Company believes that it has meritorious defenses to these suits pending against the Company and is engaged in a vigorous defense of each of these matters. Litigation Reserves Accruals for Bard-related product liability, legal defense costs and other legal matters amounted to approximately $2.0 billion at June 30, 2018 . Such amounts include provisional estimates which have been recorded with respect to the acquired liabilities. These amounts may be adjusted upon the availability of new or additional information regarding facts or circumstances which existed at the acquisition date. As of June 30, 2018 , the Company has $124 million in Bard-related qualified settlement funds (“QSFs”), subject to certain settlement conditions, for certain product liability matters. Payments to QSFs are recorded as a component of Restricted cash . The Company's expected recoveries related to Bard-related product liability matters were approximately $294 million at June 30, 2018 . A substantial amount of these expected recoveries at June 30, 2018 relate to the Company’s agreements with Medtronic related to certain Women’s Health Product Claims. The terms of the Company’s agreements with Medtronic are substantially consistent with the assumptions underlying, and the manner in which, the Company has recorded expected recoveries related to the indemnification obligation. The expected recoveries at June 30, 2018 related to the indemnification obligation are not in dispute with respect to claims that Medtronic settles pursuant to the agreements. As described above, the agreements do not resolve the dispute between the Company and Medtronic with respect to Women’s Health Product Claims that do not settle, if any, and the Company also may, in its sole discretion, transfer responsibility for settlement of additional Women’s Health Product Claims to Medtronic on similar terms. |
Segment Data
Segment Data | 9 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Data | Segment Data Beginning in the second quarter of fiscal year 2018, the Company's organizational structure was based upon three principal business segments: BD Medical (“Medical”), BD Life Sciences (“Life Sciences”) and BD Interventional ("Interventional"). As is further discussed in Note 8 , the Company completed its acquisition of Bard on December 29, 2017. Beginning in the second quarter of fiscal year 2018, the Interventional segment includes the majority of Bard’s product offerings and certain product offerings, as further detailed below, which were previously reported in the Medical segment. Certain of Bard's product offerings are included under the Company's Medical segment, specifically within the new Medication Delivery Solutions unit, which was formerly the Medical segment's Medication and Procedural Solutions unit. In addition to the majority of products reported by the former Medication and Procedural Solutions unit, the new Medication Delivery Solutions unit of the Medical segment includes the following Bard products: peripherally inserted central catheters ("PICCs"), midlines, central venous catheters ("CVCs"), acute dialysis, and ultrasonic imaging. The Interventional segment consists of the following organizational units: Organizational Unit Principal Product Lines Surgery Bard products include hernia and soft tissue repair; biological grafts; biosurgery; and other surgical products. Products formerly reported in the Medical segment's former Medication and Procedural Solutions unit that are now reported by the Surgery unit include BD ChloraPrep™ surgical, certain infection prevention products, and V. Mueller™. Peripheral Intervention Bard products include catheters; ports; chronic dialysis; feeding; vascular grafts; endovascular radiology; biopsy; drug coated balloons; stents; and other interventional products. Drainage products, which were formerly reported in the Medical segment's former Medication and Procedural Solutions unit, are now reported by the Peripheral Intervention unit. Urology and Critical Care Bard products include catheters; continence; urological specialties; cancer diagnostics and therapy; and other products. The Company's segments are strategic businesses that are managed separately because each one develops, manufactures and markets distinct products and services. Segment disclosures are on a performance basis consistent with internal management reporting. The Company evaluates performance of its business segments and allocates resources to them primarily based upon operating income, which represents revenues reduced by product costs and operating expenses. Beginning with its first quarter fiscal year 2018, the Company changed its management reporting approach so that certain general and administrative costs, which were previously allocated to the segments, are now excluded from the segments' operating expenses. The Medical and Life Sciences segments' operating income for the three months ended June 30, 2017 included allocated general corporate costs of $44 million and $29 million , respectively. The Medical and Life Sciences segments' operating income for the nine months ended June 30, 2017 included allocated general corporate costs of $124 million and $83 million , respectively. No such allocations were made in the three and nine months ended June 30, 2018 . Financial information for the Company’s segments was as follows: Three Months Ended Nine Months Ended (Millions of dollars) 2018 2017 2018 2017 Revenues (a) Medical (b) $ 2,246 $ 1,871 $ 6,270 $ 5,477 Life Sciences 1,079 997 3,222 2,937 Interventional (b) 954 167 2,089 513 Total Revenues $ 4,278 $ 3,035 $ 11,581 $ 8,927 Income (Loss) Before Income Taxes Medical (b) (c) $ 732 $ 491 $ 1,943 $ 1,451 Life Sciences (d) 241 199 893 574 Interventional (b) (c) 175 61 102 187 Total Segment Operating Income 1,148 751 2,938 2,212 Acquisitions and other restructurings (146 ) (81 ) (604 ) (243 ) Net interest expense (174 ) (165 ) (470 ) (334 ) Other unallocated items (e) (180 ) (909 ) (1,106 ) (985 ) Income (Loss) Before Income Taxes $ 647 $ (404 ) $ 759 $ 650 (a) The Company has no material intersegment revenues. (b) Prior-year amounts have been reclassified to reflect the movement of certain product offerings previously reported in the Medical segment and which are now reported in the Interventional segment, as further discussed above. Revenues associated with these products were $167 million and $513 million in the three and nine month-periods ended June 30, 2017 , respectively. Segment operating income associated with these products were $61 million and $187 million in the three and nine month-periods ended June 30, 2017 , respectively. (c) The amounts in 2018 included expense related to the recognition of a $478 million fair value step-up adjustment related to Bard's inventory on the acquisition date. The step-up adjustments recognized by the Medical and Interventional segments for the three months ended June 30, 2018 were $7 million and $49 million , respectively, and the adjustments recognized by the Medical and Interventional segments for the nine months ended June 30, 2018 were $60 million and $418 million , respectively. (d) The amounts in 2018 included charges recorded to write down the carrying value of certain intangible and other assets in the Biosciences unit. (e) Primarily comprised of foreign exchange, certain general and administrative expenses and share-based compensation expense. The amounts for the three and nine months ended June 30, 2017 also included a $741 million non-cash charge resulting from a modification to the Company's dispensing equipment lease contracts with customers. The amount for the nine months ended June 30, 2017 also included income resulting from the reversal of certain litigation reserves as further discussed in Note 5. Revenues by geographic areas were as follows: Three Months Ended Nine Months Ended (Millions of dollars) 2018 2017 2018 2017 Revenues United States $ 2,338 $ 1,603 $ 6,319 $ 4,859 International 1,941 1,433 5,261 4,068 Total Revenues $ 4,278 $ 3,035 $ 11,581 $ 8,927 |
Benefit Plans
Benefit Plans | 9 Months Ended |
Jun. 30, 2018 | |
Retirement Benefits [Abstract] | |
Benefit Plans | Benefit Plans The Company has defined benefit pension plans covering certain employees in the United States and certain international locations. Postretirement healthcare and life insurance benefits provided to qualifying domestic retirees as well as other postretirement benefit plans in international countries are not material. The measurement date used for the Company’s employee benefit plans is September 30. Net pension cost included the following components for the three and nine months ended June 30 : Three Months Ended Nine Months Ended (Millions of dollars) 2018 2017 2018 2017 Service cost $ 43 $ 27 $ 107 $ 79 Interest cost 29 18 70 53 Expected return on plan assets (52 ) (34 ) (125 ) (97 ) Amortization of prior service credit (3 ) (4 ) (10 ) (12 ) Amortization of loss 20 28 59 80 Settlements 4 — 6 — Net pension cost $ 39 $ 36 $ 107 $ 103 The amounts provided above for amortization of prior service credit and amortization of loss represent the reclassifications of prior service credits and net actuarial losses that were recognized in Accumulated other comprehensive income (loss) in prior periods. |
Acquisition
Acquisition | 9 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition Bard On December 29, 2017, the Company completed its acquisition of Bard, to create a medical technology company which is uniquely positioned to improve both the treatment of disease for patients and the process of care for health care providers. Under the terms of the transaction, Bard common shareholders received approximately $222.93 in cash and 0.5077 shares of BD stock per Bard share. The Company financed the cash portion of total consideration transferred with available cash, which included net proceeds raised in the third quarter of fiscal year 2017 through registered public offerings of equity securities and debt transactions of approximately $4.8 billion and $9.6 billion , respectively. The operating activities of Bard from the acquisition date through December 31, 2017 were not material to the Company’s consolidated results of operations. As such, Bard's operating results were included in the Company’s consolidated results of operations beginning on January 1, 2018. The acquisition-date fair value of consideration transferred consisted of the components below. The fair value of the shares and equity awards issued as consideration was recognized as a $6.5 billion increase to Capital in excess of par value and a $2.1 billion decrease to Common stock in treasury. (Millions of dollars) Cash consideration $ 16,400 Non-cash consideration-fair value of shares issued 8,004 Non-cash consideration-fair value of equity awards issued 613 Total consideration transferred $ 25,017 The acquisition-date fair value of the Company’s ordinary shares issued to Bard shareholders was calculated per the following (shares in millions): (Millions of dollars, except per share data) Total Bard shares outstanding 73.359 Conversion factor 0.5077 Conversion of Bard shares outstanding 37.243 Conversion of pre-acquisition equity awards 0.104 Total number of the Company's share issued 37.347 Closing price of the Company’s stock $ 214.32 Fair value of the Company’s issued shares $ 8,004 Allocation of Consideration Transferred to Net Assets Acquired As discussed in Note 6 , the majority of Bard's product offerings are reported, beginning with the second quarter of fiscal year 2018, under the new Interventional segment and Bard's remaining product offerings are reported under the Company's Medical segment. The acquisition was accounted for under the acquisition method of accounting for business combinations. The Company is in the process of finalizing the allocation of the purchase price to the individual assets acquired and liabilities assumed. The preliminary allocations of the purchase price below provide a reasonable basis for estimating the fair values of assets acquired and liabilities assumed. These provisional estimates will be adjusted upon the availability of further information regarding events or circumstances which existed at the acquisition date and such adjustments may be significant. The assets acquired and liabilities assumed in this acquisition, as recorded in the Company's consolidated balance sheet at June 30, 2018 , were largely allocated to the Company's new Interventional segment. (Millions of dollars) Cash and equivalents $ 1,467 Trade receivables 491 Inventories 972 Property, plant and equipment 554 Developed technology 10,469 Customer relationships 1,146 Other assets 548 Total identifiable assets acquired 15,647 Payables, accrued expenses and other liabilities 1,198 Short term and long-term debt 1,692 Product liability and other legal reserves 1,919 Deferred tax liabilities 1,749 Total liabilities assumed 6,559 Net identifiable assets acquired 9,089 Goodwill 15,928 Net assets acquired $ 25,017 Identifiable Intangible Assets Acquired The developed technology assets acquired represented Bard’s developed technologies in the fields of vascular, urology, oncology, and surgical specialties. The technologies’ fair values were determined based on the present value of projected cash flows utilizing an income approach with a risk-adjusted discount rate of 8% . The technologies will be amortized over an estimated weighted-average amortization period of 14 years , which is the weighted average period over which the technologies are expected to generate substantial cash flows. The customer relationships assets acquired represented Bard’s contractual relationships with its customers. The fair value of these customer relationships was determined based on the present value of projected cash flows utilizing an income approach with a risk-adjusted discount rate of 8% . The estimated weighted-average amortization period of the customer relationships was determined to be 13 years and this period corresponds with the weighted average of lives determined for the product technology which underlies the customer contracts. Goodwill Goodwill typically results through expected synergies from combining operations of the acquiree and the acquirer, as well as from intangible assets that do not qualify for separate recognition. The goodwill recognized as a result of this acquisition includes, among other things, the value of combining the Company's leadership in medication management and infection prevention with an expanded offering of solutions across the care continuum. Additionally, Bard's strong product portfolio and innovation pipeline are expected to increase the Company's opportunities in fast-growing clinical areas. Revenue synergies are also expected to result from enhanced growth opportunities for the combined company in non-U.S. markets. No portion of goodwill from this acquisition was deductible for tax purposes. Amounts Related to Bard's Legal Proceedings and Claims Accruals for Bard-related product liability and other legal matters represented approximately $1.9 billion of the liabilities assumed. Cash and equivalents include a restricted cash balance acquired which largely represents funds that are restricted for certain product liability matters assumed. Additional disclosures regarding Bard's legal proceedings and claims are provided in Note 5 . The Tax Cuts and Job Act Transition Tax The net assets acquired included approximately $220 million of transition tax payable based on the Company’s best estimate of its transition tax liability under new U.S. tax legislation which is further discussed in Note 15 . Transaction Costs Transaction costs related to this acquisition incurred during the three and nine months ended June 30, 2018 were approximately $5 million and $56 million , respectively . These transaction costs were recorded as Acquisitions and other restructurings and consisted of legal, advisory and other costs. See Note 10 for discussion regarding restructuring costs incurred relative to the Bard acquisition in the nine months ended June 30, 2018 . Unaudited Pro Forma Information As noted above, Bard's operating activities from the acquisition date through December 31, 2017 were not material and the Company included Bard in its consolidated results of operations beginning on January 1, 2018. Revenues for the three and nine months ended June 30, 2018 attributable to Bard were $1 billion and $2 billion , respectively. Net Income (Loss) for the three and nine months ended June 30, 2018 included income (loss) attributable to Bard of $134 million and $(68) million , respectively. The following table provides the pro forma results for the three and nine months ended June 30, 2018 and 2017 as if Bard had been acquired as of October 1, 2016. Three Months Ended Nine Months Ended (Millions of dollars, except per share data) 2018 2017 2018 2017 Revenues $ 4,278 $ 3,968 $ 12,545 $ 11,675 Net Income (Loss) $ 640 $ (102 ) $ 525 $ 805 Diluted Earnings (Loss) per Share $ 2.20 $ (0.61 ) $ 1.58 $ 2.98 The pro forma results above include the impact of the following adjustments, as necessary: additional amortization and depreciation expense relating to assets acquired; interest and other financing costs relating to the acquisition transaction; and the elimination of one-time or nonrecurring items. The one-time or nonrecurring items eliminated for the three and nine months ended June 30, 2018 were primarily comprised of fair value step-up adjustments of $56 million and $478 million , respectively, recorded relative to Bard's inventory on the acquisition date, the transaction costs discussed above, as well as certain Bard-related restructuring costs disclosed in Note 10 . In addition, amounts previously reported by Bard as revenues related to a royalty income stream have been reclassified to Other income (expense), net to reflect the Company's current and future reporting classification. The pro forma results do not include any anticipated cost savings or other effects of the planned integration of Bard. Accordingly, the pro forma results above are not necessarily indicative of the results that would have been if the acquisition had occurred on the dates indicated, nor are the pro forma results indicative of results which may occur in the future. Other Transactions During the fourth quarter of fiscal year 2018, the Company acquired TVA Medical, Inc., a company that develops minimally invasive vascular access solutions for patients with chronic kidney disease requiring hemodialysis. The Company has completed various other acquisitions during fiscal year 2018 which were not material individually or in the aggregate. |
Divestiture
Divestiture | 9 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Divestiture Vyaire Medical In April 2018, the Company completed the sale of its 49.9% non-controlling interest in Vyaire Medical, a venture formed in the Company's fiscal year 2017 upon its sale of a 50.1% controlling financial interest in its former Respiratory Solutions business. The Company received gross cash proceeds of approximately $435 million , subject to post-closing adjustments, and recognized a pre-tax gain on the sale of approximately $308 million . |
Business Restructuring Charges
Business Restructuring Charges | 9 Months Ended |
Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Business Restructuring Charges | Business Restructuring Charges In connection with the Company's acquisition of Bard, the 2015 acquisition of CareFusion and other portfolio rationalization initiatives, the Company incurred restructuring costs during the nine months ended June 30, 2018 , which were recorded as Acquisitions and other restructurings . Restructuring liability activity for the nine months ended June 30, 2018 was as follows: (Millions of dollars) Employee Termination Other Total Bard CareFusion/Other Initiatives Bard (a) CareFusion/Other Initiatives Bard CareFusion/Other Initiatives Balance at September 30, 2017 $ — $ 49 $ — $ 6 $ — $ 55 Charged to expense 126 30 118 14 244 44 Cash payments (60 ) (49 ) — (14 ) (60 ) (63 ) Non-cash settlements — — (118 ) — (118 ) — Balance at June 30, 2018 $ 66 $ 30 — $ 6 $ 66 $ 36 (a) Represents the cost associated with the conversion of certain pre-acquisition equity awards of Bard to BD equity awards as well as costs relating to Bard’s pension plan, partially offset by a gain on the sale of the Company's soft tissue core needle biopsy product line which was recorded in the second quarter of fiscal year 2018. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets consisted of: June 30, 2018 September 30, 2017 (Millions of dollars) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortized intangible assets Developed technology $ 13,937 $ 1,636 $ 3,508 $ 1,029 Customer relationships 4,585 781 3,393 564 Product rights 121 56 131 54 Trademarks 407 79 408 65 Patents and other 388 283 370 274 Amortized intangible assets $ 19,439 $ 2,836 $ 7,811 $ 1,986 Unamortized intangible assets Acquired in-process research and development $ 37 $ 67 Trademarks 2 2 Unamortized intangible assets $ 39 $ 69 Additional disclosures regarding the increases to the developed technology assets and customer relationships as a result of the Bard acquisition are provided in Note 8 . Intangible amortization expense for the three months ended June 30, 2018 and 2017 was $375 million and $132 million , respectively. Intangible amortization expense for the nine months ended June 30, 2018 and 2017 was $879 million and $400 million , respectively. The following is a reconciliation of goodwill by business segment: (Millions of dollars) Medical Life Sciences Interventional Total Goodwill as of September 30, 2017 $ 6,802 $ 761 $ — $ 7,563 Acquisitions (a) 4,389 76 10,674 15,139 Divestitures — — (55 ) (55 ) Reallocation of goodwill for change in segment and reporting unit composition (b) (877 ) — 877 — Purchase accounting adjustments (c) 216 — 661 878 Currency translation (19 ) (1 ) — (20 ) Goodwill as of June 30, 2018 $ 10,511 $ 836 $ 12,157 $ 23,505 (a) Represents goodwill primarily recognized upon the Company's acquisition of Bard, which is further discussed in Note 8 . Also includes goodwill recognized relative to certain acquisitions which were not material individually or in the aggregate. (b) Represents the reassignment of goodwill, determined based upon a relative fair value allocation approach, associated with the movement of certain product offerings which were previously reported in the Medical segment and which are now reported in the Interventional segment as further discussed in Note 6 . (c) The purchase accounting adjustments increasing goodwill were primarily driven by the valuation of Bard developed technology assets, the associated deferred tax liability changes, increases to legal reserves and the alignment of the combined organization's accounting policies with respect to accrued liabilities and other accounts. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities The Company uses derivative instruments to mitigate certain exposures. The effects these derivative instruments and hedged items have on financial position, financial performance, and cash flows are provided below. Foreign Currency Risks and Related Strategies The Company has foreign currency exposures throughout Europe, Greater Asia, Canada and Latin America. Transactional currency exposures that arise from entering into transactions, generally on an intercompany basis, in non-hyperinflationary countries that are denominated in currencies other than the functional currency are mitigated primarily through the use of forward contracts and currency options. Hedges of the transactional foreign exchange exposures resulting primarily from intercompany payables and receivables are undesignated hedges. As such, the gains or losses on these instruments are recognized immediately in income. These gains and losses are largely offset by gains and losses on the underlying hedged items, as well as the hedging costs associated with the derivative instruments. The net amounts recognized in Other income (expense), net , during the three and nine months ended June 30, 2018 and 2017 were immaterial to the Company's consolidated financial results. The total notional amounts of the Company’s outstanding foreign exchange contracts as of June 30, 2018 and September 30, 2017 were $1.5 billion and $2.5 billion , respectively. In order to mitigate foreign currency exposure relating to its investments in certain foreign subsidiaries, the Company has designated $2.7 billion of Euro-denominated debt and $330 million of British Pound-denominated debt as net investment hedges. Accordingly, net gains or losses relating to this debt, which are attributable to changes in the foreign currencies to U.S. dollar spot exchange rates, are recorded as accumulated foreign currency translation in Other comprehensive income (loss) . The Company has recorded net gains relating to these net investment hedges of $53 million to Accumulated other comprehensive income (loss) during the nine months ended June 30, 2018 . Interest Rate Risks and Related Strategies The Company’s primary interest rate exposure results from changes in U.S. dollar interest rates. The Company’s policy is to manage interest cost using a mix of fixed and variable rate debt. The Company periodically uses interest rate swaps to manage such exposures. Under these interest rate swaps, the Company exchanges, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. These swaps are designated as either fair value or cash flow hedges. For interest rate swaps designated as fair value hedges (i.e., hedges against the exposure to changes in the fair value of an asset or a liability or an identified portion thereof that is attributable to a particular risk), changes in the fair value of the interest rate swaps offset changes in the fair value of the fixed rate debt due to changes in market interest rates. Changes in the fair value of the interest rate swaps designated as cash flow hedges (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk) are offset by amounts recorded in Other comprehensive income (loss) . If interest rate derivatives designated as cash flow hedges are terminated, the balance in Accumulated other comprehensive income (loss) attributable to those derivatives is reclassified into earnings over the remaining life of the hedged debt. The net realized loss related to terminated interest rate swaps expected to be reclassified and recorded in Interest expense within the next 12 months is $5 million , net of tax. The total notional amount of the Company’s outstanding interest rate swaps designated as fair value hedges was $1.2 billion and $375 million at June 30, 2018 and September 30, 2017 , respectively. The outstanding swaps represent fixed-to-floating interest rate swap agreements the Company entered into to convert the interest payments on certain long-term notes from the fixed rate to a floating interest rate based on LIBOR. Changes in the fair value of the interest rate swaps offset changes in the fair value of the fixed rate debt. The amounts recorded during the three and nine months ended June 30, 2018 and 2017 for changes in the fair value of these hedges were immaterial to the Company's consolidated financial results. Effects on Consolidated Balance Sheets The fair values of derivative instruments outstanding at June 30, 2018 and September 30, 2017 were not material to the Company's consolidated balance sheets. Effects on Consolidated Statements of Income Cash flow hedges The amounts recognized from other comprehensive income during the three and nine months ended June 30, 2018 and 2017 were not material to the Company's consolidated financial results. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 9 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | Financial Instruments and Fair Value Measurements The Company’s institutional money market accounts permit daily redemption and the fair values of these investments are based upon the quoted prices in active markets provided by the holding financial institutions, which are considered Level 1 inputs in the fair value hierarchy. The fair values of these accounts were $258 million and $2.026 billion at June 30, 2018 and September 30, 2017 , respectively. The Company’s remaining cash and equivalents, excluding restricted cash, were $1.126 billion and $12.153 billion at June 30, 2018 and September 30, 2017 , respectively. Short-term investments are held to their maturities and are carried at cost, which approximates fair value. The cash equivalents consist of liquid investments with a maturity of three months or less and the short-term investments consist of instruments with maturities greater than three months and less than one year . Long-term debt is recorded at amortized cost. The fair value of long-term debt is measured based upon quoted prices in active markets for similar instruments, which are considered Level 2 inputs in the fair value hierarchy. The fair value of long-term debt was $20.1 billion and $19.2 billion at June 30, 2018 and September 30, 2017 , respectively. The fair value of the current portion of long-term debt was $1.901 billion and $206 million at June 30, 2018 and September 30, 2017 , respectively. All other instruments measured by the Company at fair value, including derivatives and contingent consideration liabilities, are immaterial to the Company's consolidated balance sheets. |
Debt
Debt | 9 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt Credit Facilities In connection with the Company's agreement to acquire Bard, the Company entered into a three -year senior unsecured term loan facility of $2.25 billion during the third quarter of fiscal year 2017. During the first quarter of fiscal year 2018, the proceeds from this facility were used to fund a portion of the cash consideration for the Bard acquisition, as well as the fees and expenses incurred in connection with the acquisition. Borrowings outstanding under the term loan facility were $1.23 billion at June 30, 2018 . The Company also entered into a five -year senior unsecured revolving credit facility in the third quarter of fiscal year 2017 which became effective upon the closing of the Bard acquisition and which provides borrowing of up to $2.25 billion . This facility will expire in December 2022 and replaced the $1.5 billion syndicated credit facility the Company previously had in place for general corporate purposes. Borrowings outstanding under the revolving credit facility were $200 million at June 30, 2018 . Exchange of Bard Notes Also in connection with the Company's acquisition of Bard, the Company exchanged certain outstanding notes issued by Bard for a like-amount of new notes issued by the Company. The exchange offers, which were conditioned upon the closing of the Bard acquisition, expired on December 29, 2017. The aggregate principal amounts of Bard notes which were validly tendered for notes issued by the Company are provided below. (Millions of dollars) Interest Rate and Maturity Aggregate Principal Amount Principal Amount Accepted for Exchange 4.400% Notes due January 15, 2021 $ 500 $ 432 3.000% Notes due May 15, 2026 500 470 6.700% Notes due December 1, 2026 150 137 Total $ 1,150 $ 1,039 This exchange transaction was accounted for as a modification of the assumed debt instruments. As such, no gain or loss was recognized in the Company’s consolidated results of operations as a result of this exchange transaction. Following the exchange of the notes, the aggregate principal amount of Bard notes that remained outstanding after settlement of the exchange transaction was $111 million . Repurchase and Redemption Offers In January 2018, the Company commenced an offer to repurchase any and all of the outstanding 3.000% Notes due May 15, 2026 that were issued as a result of the exchange transaction discussed above. Under the terms of the repurchase offer, holders were entitled to receive cash equal to 101% of the principal amount of notes validly tendered, plus accrued and unpaid interest, if any, to the date of purchase. The offer to repurchase the 3.000% Notes expired on March 1, 2018 and a total of $461 million aggregate principal amount of notes were validly tendered at a market price of $465 million . Based upon the carrying value of $452 million , the Company recorded a loss relating to this debt extinguishment in the second quarter of fiscal year 2018 of $13 million as Other income (expense), net , on its consolidated statements of income. In June 2018, the Company redeemed all of the 4.400% Notes due January 15, 2021 and 3.000% Notes due May 15, 2026 which were issued by Bard and that remained outstanding after the exchange offer discussed further above. Also in June 2018, the Company redeemed all of the 4.400% Notes due January 15, 2021 which were issued by the Company upon the exchange offer, as well as all of the 3.000% Notes due May 15, 2026 issued by the Company which remained outstanding after the repurchase offer also discussed above. The total aggregate principal amount of notes redeemed was $539 million . Based upon the $556 million carrying value of these notes and the $559 million the Company paid to redeem the aggregate principal amount of the notes, the Company recorded a loss on these debt extinguishment transactions in the third quarter of fiscal year 2018 of $3 million as Other income (expense), net , on its consolidated statements of income. Fiscal Year 2018 Debt Issuances During the second quarter of fiscal year 2018, the Company issued Euro-denominated debt consisting of 300 million Euros ( $370 million ) of 0.368% notes due June 6, 2019 under an indenture pursuant to which the Company previously issued, in the third quarter of fiscal year 2017, 0.368% notes due June 6, 2019. Also in the second quarter of fiscal year 2018, the Company issued $1 billion of floating rate senior unsecured U.S. notes due December 29, 2020. The Company used the net proceeds from these long-term debt offerings to repay portions of the balances outstanding on its term loan and revolving credit facilities, which are discussed above, as well as accrued interest, related premiums, fees and expenses related to these repaid amounts. During the third quarter of fiscal year 2018, the Company issued Euro-denominated debt consisting of 300 million Euros ( $354 million ) of 1.401% notes due May 24, 2023. Also in the third quarter of fiscal year 2018, the Company issued British Pound-denominated debt of 250 million British Pounds ( $337.5 million ) of 3.02% notes due May 24, 2025. The Company used the net proceeds from these long-term debt offerings to redeem certain notes in the third quarter, as further discussed above, and to repay a portion of the balance outstanding on its term loan, as well as accrued interest, related premiums, fees and expenses related to this repaid amount. |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15 – Income Taxes New U.S. tax legislation, which is commonly referred to as the Tax Cuts and Job Act ("the Act") and which was enacted on December 22, 2017, reduces the U.S. federal corporate tax rate from 35% to 21% , requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and creates new taxes on certain foreign-sourced earnings. Under U.S. generally accepted accounting principles, companies must account for the effects of changes in income tax rates and laws in the period in which the legislation is enacted. However, the U.S. Securities and Exchange Commission (the "SEC") has provided guidance which allows companies to report financial results including provisional amounts that have been recorded for the income tax effects of the Act based upon a reasonable estimate of those effects once the necessary information to determine such an estimate is available. The SEC expects that accounting for the Act should be completed by companies by no later than one year from the enactment date of the Act. As of June 30, 2018 , the Company has not completed its accounting for the tax effects of enactment of the Act; however, the Company has made what it believes is a reasonable estimate of the effects on its existing deferred tax balances and the one-time transition tax. As a result of these estimates, the Company recognized a provisional expense in the amount of $275 million , which is reflected in the Company's consolidated statement of income within Income tax provision . The Company will continue to make and adjust its calculations as additional analysis is completed and as it gains a more thorough understanding of the tax law. The Company is currently in the process of evaluating the new Global Intangible Low-Taxed Income’s ("GILTI") provisions and has not yet elected an accounting policy with respect to whether to reflect GILTI in its deferred tax calculations or not. Therefore, the Company has not made any adjustments related to the GILTI tax in its financial statements. Under the SEC guidance noted above, the Company will continue to analyze and assess the effects of the GILTI provisions of the Act. Provisional Amounts The Company believes that all provisional amounts reflected in its financial statements are based on the best estimates that can be made at this time. The Company will continue to analyze all impacts of the Act and will update provisional amounts as required. Deferred tax assets and liabilities The Company remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21% . However, the Company is still analyzing certain aspects of the Act and refining its calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. The provisional amount recorded related to the re-measurement of the Company's deferred tax balance was a tax benefit of $285 million . Foreign tax effects The one-time transition tax is based on the Company's total post-1986 earnings and profits ("E&P") that the Company previously deferred from U.S. income taxes. The Company recorded a provisional amount for its one-time transition tax liability for all of its foreign subsidiaries, resulting in an increase in income tax expense of $561 million . However, the Company has not yet completed its calculation of the total post-1986 E&P for these foreign subsidiaries. Further, the transition tax is based in part on the amount of those earnings held in cash and other specified assets. This amount may change when the Company finalizes the calculation of post-1986 foreign E&P previously deferred from U.S. federal taxation and finalizes the amounts held in cash or other specified assets. As discussed in Note 8 , the Company completed its acquisition of Bard on December 29, 2017. The net assets acquired included approximately $220 million of transition tax payable based on the Company's best estimate of its transition tax liability. The combined company's transition tax liability, 8% of which is payable per year over the next five years with the balance payable over the following three years, is approximately $781 million . The anticipated payment of this tax is expected to begin on January 15, 2019. No additional income taxes have been provided for any remaining undistributed foreign earnings not subject to the transition tax, or any additional outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to any remaining undistributed foreign earnings not subject to the transition tax and additional outside basis difference in these entities (i.e., basis difference in excess of that subject to the one-time transition tax) is not practicable. |
Accounting Changes (Policies)
Accounting Changes (Policies) | 9 Months Ended |
Jun. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Principle Not Yet Adopted | New Accounting Principle Adopted In the second quarter of its fiscal year 2018, the Company prospectively adopted an accounting standard update issued by the Financial Accounting Standards Board ("FASB") relating to the stranded income tax effects on items within Accumulated other comprehensive income (loss) resulting from the enactment of new U.S. tax legislation, which legislation is further discussed in Note 15 . Additional disclosures regarding this accounting standard adoption are provided in Note 3. New Accounting Principles Not Yet Adopted In February 2016, the FASB issued a new lease accounting standard which requires lessees to recognize lease assets and lease liabilities on the balance sheet. The new standard also requires expanded disclosures regarding leasing arrangements. The Company will adopt the standard on October 1, 2019 and has commenced its initial assessment of the impact on its consolidated financial statements. In May 2014, the FASB issued a new revenue recognition standard. Under this standard, revenue will be recognized upon the transfer of goods or services to customers and the amount of revenue recognized will reflect the consideration to which a reporting entity expects to be entitled in exchange for those goods or services. The Company will adopt the standard on October 1, 2018 and currently plans to use the modified retrospective method. The Company has completed an initial assessment to identify the potential areas of impact that this new revenue recognition standard will have on its consolidated financial statements. As part of the initial assessment, the Company reviewed a representative sample of its contracts across its various businesses and geographies to identify potential differences that could result from applying the requirements of the new standard. The analysis included identifying whether there may be differences in timing of revenue recognition under the new standard as well as assessing performance obligations, variable consideration, and contract costs. The Company has not yet estimated the impact of the new standard on the timing and pattern of its revenue recognition. The Company has apprised its audit committee of the project status regularly. |
Commitments and Contingencies | Given the uncertain nature of litigation generally, the Company is not able, in all cases, to estimate the amount or range of loss that could result from an unfavorable outcome of the litigation to which the Company is a party. In accordance with U.S. generally accepted accounting principles, the Company establishes accruals to the extent probable future losses are estimable (in the case of environmental matters, without considering possible third-party recoveries). With respect to putative class action lawsuits in the United States and certain of the Canadian lawsuits described below relating to product liability matters, the Company is unable to estimate a range of reasonably possible losses for the following reasons: (i) all or certain of the proceedings are in early stages; (ii) the Company has not received and reviewed complete information regarding all or certain of the plaintiffs and their medical conditions; and/or (iii) there are significant factual issues to be resolved. In addition, there is uncertainty as to the likelihood of a class being certified or the ultimate size of the class. With respect to the investigative subpoena issued by the Department of Defense Inspector General and the Department of Health and Human Services and the civil investigative demand served by the Department of Justice, as discussed below, the Company is unable to estimate a range of reasonably possible losses for the following reasons: (i) all or certain of the proceedings are in early stages; and/or (ii) there are significant factual and legal issues to be resolved. In view of the uncertainties discussed below, the Company could incur charges in excess of any currently established accruals and, to the extent available, liability insurance. In the opinion of management, any such future charges, individually or in the aggregate, could have a material adverse effect on the Company’s consolidated results of operations and consolidated cash flows. |
Derivatives | The Company uses derivative instruments to mitigate certain exposures. The effects these derivative instruments and hedged items have on financial position, financial performance, and cash flows are provided below. Hedges of the transactional foreign exchange exposures resulting primarily from intercompany payables and receivables are undesignated hedges. The Company’s policy is to manage interest cost using a mix of fixed and variable rate debt. The Company periodically uses interest rate swaps to manage such exposures. Under these interest rate swaps, the Company exchanges, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. These swaps are designated as either fair value or cash flow hedges. For interest rate swaps designated as fair value hedges (i.e., hedges against the exposure to changes in the fair value of an asset or a liability or an identified portion thereof that is attributable to a particular risk), changes in the fair value of the interest rate swaps offset changes in the fair value of the fixed rate debt due to changes in market interest rates. Changes in the fair value of the interest rate swaps designated as cash flow hedges (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk) are offset by amounts recorded in Other comprehensive income (loss) . If interest rate derivatives designated as cash flow hedges are terminated, the balance in Accumulated other comprehensive income (loss) attributable to those derivatives is reclassified into earnings over the remaining life of the hedged debt. |
Fair Value of Financial Instruments | The Company’s institutional money market accounts permit daily redemption and the fair values of these investments are based upon the quoted prices in active markets provided by the holding financial institutions, which are considered Level 1 inputs in the fair value hierarchy. The fair values of these accounts were $258 million and $2.026 billion at June 30, 2018 and September 30, 2017 , respectively. The Company’s remaining cash and equivalents, excluding restricted cash, were $1.126 billion and $12.153 billion at June 30, 2018 and September 30, 2017 , respectively. Short-term investments are held to their maturities and are carried at cost, which approximates fair value. The cash equivalents consist of liquid investments with a maturity of three months or less and the short-term investments consist of instruments with maturities greater than three months and less than one year . Long-term debt is recorded at amortized cost. The fair value of long-term debt is measured based upon quoted prices in active markets for similar instruments, which are considered Level 2 inputs in the fair value hierarchy. The fair value of long-term debt was $20.1 billion and $19.2 billion at June 30, 2018 and September 30, 2017 , respectively. The fair value of the current portion of long-term debt was $1.901 billion and $206 million at June 30, 2018 and September 30, 2017 , respectively. All other instruments measured by the Company at fair value, including derivatives and contingent consideration liabilities, are immaterial to the Company's consolidated balance sheets. |
Accumulated Other Comprehensi22
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
AOCI Attributable to Parent [Abstract] | |
Summary of Components and Changes of Accumulated Other Comprehensive Income (Loss) | The components and changes of Accumulated other comprehensive income (loss) for the nine -month period ended June 30, 2018 were as follows: (Millions of dollars) Total Foreign Currency Translation Benefit Plans Cash Flow Hedges Balance at September 30, 2017 $ (1,723 ) $ (1,001 ) $ (703 ) $ (18 ) Other comprehensive (loss) income before reclassifications, net of taxes (118 ) (122 ) 4 — Amounts reclassified into income, net of taxes 42 — 38 4 Tax effects reclassified to retained earnings (103 ) — (99 ) (4 ) Balance at June 30, 2018 $ (1,902 ) $ (1,123 ) $ (760 ) $ (18 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Weighted Average Common Shares Used in Computations of Basic and Diluted Earnings Per Share | The weighted average common shares used in the computations of basic and diluted earnings per share (shares in thousands) were as follows: Three Months Ended Nine Months Ended 2018 2017 2018 2017 Average common shares outstanding 267,836 220,807 254,934 215,817 Dilutive share equivalents from share-based plans 6,089 — 5,926 4,589 Average common and common equivalent shares outstanding – assuming dilution 273,925 220,807 260,860 220,406 Share equivalents excluded from the diluted shares outstanding calculation because the result would have been antidilutive: Mandatory convertible preferred stock 11,685 6,273 11,685 2,091 Share-based plans — 4,313 — — |
Segment Data (Tables)
Segment Data (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Financial Information for Company's Segments | Financial information for the Company’s segments was as follows: Three Months Ended Nine Months Ended (Millions of dollars) 2018 2017 2018 2017 Revenues (a) Medical (b) $ 2,246 $ 1,871 $ 6,270 $ 5,477 Life Sciences 1,079 997 3,222 2,937 Interventional (b) 954 167 2,089 513 Total Revenues $ 4,278 $ 3,035 $ 11,581 $ 8,927 Income (Loss) Before Income Taxes Medical (b) (c) $ 732 $ 491 $ 1,943 $ 1,451 Life Sciences (d) 241 199 893 574 Interventional (b) (c) 175 61 102 187 Total Segment Operating Income 1,148 751 2,938 2,212 Acquisitions and other restructurings (146 ) (81 ) (604 ) (243 ) Net interest expense (174 ) (165 ) (470 ) (334 ) Other unallocated items (e) (180 ) (909 ) (1,106 ) (985 ) Income (Loss) Before Income Taxes $ 647 $ (404 ) $ 759 $ 650 (a) The Company has no material intersegment revenues. (b) Prior-year amounts have been reclassified to reflect the movement of certain product offerings previously reported in the Medical segment and which are now reported in the Interventional segment, as further discussed above. Revenues associated with these products were $167 million and $513 million in the three and nine month-periods ended June 30, 2017 , respectively. Segment operating income associated with these products were $61 million and $187 million in the three and nine month-periods ended June 30, 2017 , respectively. (c) The amounts in 2018 included expense related to the recognition of a $478 million fair value step-up adjustment related to Bard's inventory on the acquisition date. The step-up adjustments recognized by the Medical and Interventional segments for the three months ended June 30, 2018 were $7 million and $49 million , respectively, and the adjustments recognized by the Medical and Interventional segments for the nine months ended June 30, 2018 were $60 million and $418 million , respectively. (d) The amounts in 2018 included charges recorded to write down the carrying value of certain intangible and other assets in the Biosciences unit. (e) Primarily comprised of foreign exchange, certain general and administrative expenses and share-based compensation expense. The amounts for the three and nine months ended June 30, 2017 also included a $741 million non-cash charge resulting from a modification to the Company's dispensing equipment lease contracts with customers. The amount for the nine months ended June 30, 2017 also included income resulting from the reversal of certain litigation reserves as further discussed in Note 5. |
Revenues by Geographic Areas | Revenues by geographic areas were as follows: Three Months Ended Nine Months Ended (Millions of dollars) 2018 2017 2018 2017 Revenues United States $ 2,338 $ 1,603 $ 6,319 $ 4,859 International 1,941 1,433 5,261 4,068 Total Revenues $ 4,278 $ 3,035 $ 11,581 $ 8,927 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Retirement Benefits [Abstract] | |
Net Pension and Postretirement Cost | Net pension cost included the following components for the three and nine months ended June 30 : Three Months Ended Nine Months Ended (Millions of dollars) 2018 2017 2018 2017 Service cost $ 43 $ 27 $ 107 $ 79 Interest cost 29 18 70 53 Expected return on plan assets (52 ) (34 ) (125 ) (97 ) Amortization of prior service credit (3 ) (4 ) (10 ) (12 ) Amortization of loss 20 28 59 80 Settlements 4 — 6 — Net pension cost $ 39 $ 36 $ 107 $ 103 |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule Of Business Acquisition By Acquisition Fair Value Of Consideration Transferred Table | The acquisition-date fair value of consideration transferred consisted of the components below. The fair value of the shares and equity awards issued as consideration was recognized as a $6.5 billion increase to Capital in excess of par value and a $2.1 billion decrease to Common stock in treasury. (Millions of dollars) Cash consideration $ 16,400 Non-cash consideration-fair value of shares issued 8,004 Non-cash consideration-fair value of equity awards issued 613 Total consideration transferred $ 25,017 |
Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable | The acquisition-date fair value of the Company’s ordinary shares issued to Bard shareholders was calculated per the following (shares in millions): (Millions of dollars, except per share data) Total Bard shares outstanding 73.359 Conversion factor 0.5077 Conversion of Bard shares outstanding 37.243 Conversion of pre-acquisition equity awards 0.104 Total number of the Company's share issued 37.347 Closing price of the Company’s stock $ 214.32 Fair value of the Company’s issued shares $ 8,004 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The preliminary allocations of the purchase price below provide a reasonable basis for estimating the fair values of assets acquired and liabilities assumed. These provisional estimates will be adjusted upon the availability of further information regarding events or circumstances which existed at the acquisition date and such adjustments may be significant. The assets acquired and liabilities assumed in this acquisition, as recorded in the Company's consolidated balance sheet at June 30, 2018 , were largely allocated to the Company's new Interventional segment. (Millions of dollars) Cash and equivalents $ 1,467 Trade receivables 491 Inventories 972 Property, plant and equipment 554 Developed technology 10,469 Customer relationships 1,146 Other assets 548 Total identifiable assets acquired 15,647 Payables, accrued expenses and other liabilities 1,198 Short term and long-term debt 1,692 Product liability and other legal reserves 1,919 Deferred tax liabilities 1,749 Total liabilities assumed 6,559 Net identifiable assets acquired 9,089 Goodwill 15,928 Net assets acquired $ 25,017 |
Business Acquisition, Pro Forma Information | The following table provides the pro forma results for the three and nine months ended June 30, 2018 and 2017 as if Bard had been acquired as of October 1, 2016. Three Months Ended Nine Months Ended (Millions of dollars, except per share data) 2018 2017 2018 2017 Revenues $ 4,278 $ 3,968 $ 12,545 $ 11,675 Net Income (Loss) $ 640 $ (102 ) $ 525 $ 805 Diluted Earnings (Loss) per Share $ 2.20 $ (0.61 ) $ 1.58 $ 2.98 |
Business Restructuring Charges
Business Restructuring Charges (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Accrual Activity | Restructuring liability activity for the nine months ended June 30, 2018 was as follows: (Millions of dollars) Employee Termination Other Total Bard CareFusion/Other Initiatives Bard (a) CareFusion/Other Initiatives Bard CareFusion/Other Initiatives Balance at September 30, 2017 $ — $ 49 $ — $ 6 $ — $ 55 Charged to expense 126 30 118 14 244 44 Cash payments (60 ) (49 ) — (14 ) (60 ) (63 ) Non-cash settlements — — (118 ) — (118 ) — Balance at June 30, 2018 $ 66 $ 30 — $ 6 $ 66 $ 36 (a) Represents the cost associated with the conversion of certain pre-acquisition equity awards of Bard to BD equity awards as well as costs relating to Bard’s pension plan, partially offset by a gain on the sale of the Company's soft tissue core needle biopsy product line which was recorded in the second quarter of fiscal year 2018. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Intangible Assets | Intangible assets consisted of: June 30, 2018 September 30, 2017 (Millions of dollars) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortized intangible assets Developed technology $ 13,937 $ 1,636 $ 3,508 $ 1,029 Customer relationships 4,585 781 3,393 564 Product rights 121 56 131 54 Trademarks 407 79 408 65 Patents and other 388 283 370 274 Amortized intangible assets $ 19,439 $ 2,836 $ 7,811 $ 1,986 Unamortized intangible assets Acquired in-process research and development $ 37 $ 67 Trademarks 2 2 Unamortized intangible assets $ 39 $ 69 |
Reconciliation of Goodwill by Business Segment | The following is a reconciliation of goodwill by business segment: (Millions of dollars) Medical Life Sciences Interventional Total Goodwill as of September 30, 2017 $ 6,802 $ 761 $ — $ 7,563 Acquisitions (a) 4,389 76 10,674 15,139 Divestitures — — (55 ) (55 ) Reallocation of goodwill for change in segment and reporting unit composition (b) (877 ) — 877 — Purchase accounting adjustments (c) 216 — 661 878 Currency translation (19 ) (1 ) — (20 ) Goodwill as of June 30, 2018 $ 10,511 $ 836 $ 12,157 $ 23,505 (a) Represents goodwill primarily recognized upon the Company's acquisition of Bard, which is further discussed in Note 8 . Also includes goodwill recognized relative to certain acquisitions which were not material individually or in the aggregate. (b) Represents the reassignment of goodwill, determined based upon a relative fair value allocation approach, associated with the movement of certain product offerings which were previously reported in the Medical segment and which are now reported in the Interventional segment as further discussed in Note 6 . (c) The purchase accounting adjustments increasing goodwill were primarily driven by the valuation of Bard developed technology assets, the associated deferred tax liability changes, increases to legal reserves and the alignment of the combined organization's accounting policies with respect to accrued liabilities and other accounts. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The aggregate principal amounts of Bard notes which were validly tendered for notes issued by the Company are provided below. (Millions of dollars) Interest Rate and Maturity Aggregate Principal Amount Principal Amount Accepted for Exchange 4.400% Notes due January 15, 2021 $ 500 $ 432 3.000% Notes due May 15, 2026 500 470 6.700% Notes due December 1, 2026 150 137 Total $ 1,150 $ 1,039 |
Accumulated Other Comprehensi30
Accumulated Other Comprehensive Income (Loss) - Components and Changes of Accumulated Other Comprehensive Income (Loss) (Detail) $ in Millions | 9 Months Ended |
Jun. 30, 2018USD ($) | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Balance at September 30, 2017 | $ (1,723) |
Other comprehensive (loss) income before reclassifications, net of taxes | (118) |
Amounts reclassified into income, net of taxes | 42 |
Tax effects reclassified to retained earnings | (103) |
Balance at June 30, 2018 | (1,902) |
Foreign Currency Translation | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Balance at September 30, 2017 | (1,001) |
Other comprehensive (loss) income before reclassifications, net of taxes | (122) |
Amounts reclassified into income, net of taxes | 0 |
Tax effects reclassified to retained earnings | 0 |
Balance at June 30, 2018 | (1,123) |
Benefit Plans | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Balance at September 30, 2017 | (703) |
Other comprehensive (loss) income before reclassifications, net of taxes | 4 |
Amounts reclassified into income, net of taxes | 38 |
Tax effects reclassified to retained earnings | (99) |
Balance at June 30, 2018 | (760) |
Cash Flow Hedges | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Balance at September 30, 2017 | (18) |
Other comprehensive (loss) income before reclassifications, net of taxes | 0 |
Amounts reclassified into income, net of taxes | 4 |
Tax effects reclassified to retained earnings | (4) |
Balance at June 30, 2018 | $ (18) |
Earnings Per Share - Weighted A
Earnings Per Share - Weighted Average Common Shares Used in Computations of Basic and Diluted Earnings per Share (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Average common shares outstanding (shares) | 267,836 | 220,807 | 254,934 | 215,817 |
Dilutive share equivalents from share-based plans (shares) | 6,089 | 0 | 5,926 | 4,589 |
Average common and common equivalent shares outstanding - assuming dilution (shares) | 273,925 | 220,807 | 260,860 | 220,406 |
Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,685 | 6,273 | 11,685 | 2,091 |
Share Based Compensation [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 4,313 | 0 | 0 |
Contingencies - Additional Info
Contingencies - Additional Information (Detail) $ in Millions | Sep. 19, 2013USD ($) | Nov. 09, 2009USD ($) | Apr. 30, 2018USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2018USD ($) |
Loss Contingencies [Line Items] | |||||
Loss Contingency Accrual | $ 2,000 | ||||
Qualified Settlement Funds | 124 | ||||
Loss Contingency, Receivable | $ 294 | ||||
RTI Technologies | |||||
Loss Contingencies [Line Items] | |||||
Damages awarded | $ 113.5 | $ 5 | |||
Loss Contingency Accrual, Period Increase (Decrease) | $ (336) | ||||
Hernia Product Claims | |||||
Loss Contingencies [Line Items] | |||||
Loss Contingency, Pending Claims, Number | 2,299 | ||||
Womens Health Product Claims | |||||
Loss Contingencies [Line Items] | |||||
Loss Contingency, Pending Claims, Number | 1,522 | ||||
Claims Lacking Sufficient Information | 1,063 | ||||
Number Of Claims In Settlement Agreement | 14,944 | ||||
Damages awarded | $ 68 | ||||
Payments Received From Supplier | $ 121 | ||||
Filter Product Claims | |||||
Loss Contingencies [Line Items] | |||||
Loss Contingency, Pending Claims, Number | 4,192 | ||||
Compensatory | Womens Health Product Claims | |||||
Loss Contingencies [Line Items] | |||||
Damages awarded | 33 | ||||
Punitive | Womens Health Product Claims | |||||
Loss Contingencies [Line Items] | |||||
Damages awarded | $ 35 |
Segment Data - Additional Infor
Segment Data - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2017USD ($) | Jun. 30, 2018segment | Jun. 30, 2017USD ($) | |
Segment Reporting [Abstract] | |||
Number of principal business segments (segment) | segment | 3 | ||
Medical | |||
Segment Reporting Information [Line Items] | |||
AllocatedCosts | $ 44 | $ 124 | |
Life Sciences | |||
Segment Reporting Information [Line Items] | |||
AllocatedCosts | $ 29 | $ 83 |
Segment Data - Financial Inform
Segment Data - Financial Information for Company's Segments (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 4,278 | $ 3,035 | $ 11,581 | $ 8,927 |
Income (Loss) Before Income Taxes | 647 | (404) | 759 | 650 |
Acquisitions and other restructurings | (146) | (81) | (604) | (243) |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Income (Loss) Before Income Taxes | 1,148 | 751 | 2,938 | 2,212 |
Operating Segments [Member] | Medical | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 2,246 | 1,871 | 6,270 | 5,477 |
Income (Loss) Before Income Taxes | 732 | 491 | 1,943 | 1,451 |
Operating Segments [Member] | Life Sciences | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 1,079 | 997 | 3,222 | 2,937 |
Income (Loss) Before Income Taxes | 241 | 199 | 893 | 574 |
Operating Segments [Member] | Interventional | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 954 | 167 | 2,089 | 513 |
Income (Loss) Before Income Taxes | 175 | 61 | 102 | 187 |
Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Acquisitions and other restructurings | (146) | (81) | (604) | (243) |
Net interest expense | (174) | (165) | (470) | (334) |
Corporate and All Other | ||||
Segment Reporting Information [Line Items] | ||||
Income (Loss) Before Income Taxes | $ (180) | $ (909) | $ (1,106) | $ (985) |
Segment Data - Financial Info35
Segment Data - Financial Information for Company's Segments Footnotes (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 4,278 | $ 3,035 | $ 11,581 | $ 8,927 |
Income (Loss) Before Income Taxes | 647 | (404) | 759 | 650 |
Lease Contract Modification Related Charge | 741 | 0 | 741 | |
CR Bard Inc | ||||
Segment Reporting Information [Line Items] | ||||
Recognition Of Fair Value Adjustment To Inventory Acquired | 56 | 478 | ||
Surgical Infection Prevention Drainage Products | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 167 | 513 | ||
Income (Loss) Before Income Taxes | $ 61 | $ 187 | ||
Medical | CR Bard Inc | ||||
Segment Reporting Information [Line Items] | ||||
Recognition Of Fair Value Adjustment To Inventory Acquired | 7 | 60 | ||
Interventional | CR Bard Inc | ||||
Segment Reporting Information [Line Items] | ||||
Recognition Of Fair Value Adjustment To Inventory Acquired | $ 49 | $ 418 |
Segment Data - Revenues by Geog
Segment Data - Revenues by Geographic Areas (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 4,278 | $ 3,035 | $ 11,581 | $ 8,927 |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 2,338 | 1,603 | 6,319 | 4,859 |
International | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 1,941 | $ 1,433 | $ 5,261 | $ 4,068 |
Benefit Plans - Net Pension and
Benefit Plans - Net Pension and Postretirement Cost (Detail) - Pension Plans - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 43 | $ 27 | $ 107 | $ 79 |
Interest cost | 29 | 18 | 70 | 53 |
Expected return on plan assets | (52) | (34) | (125) | (97) |
Amortization of prior service credit | (3) | (4) | (10) | (12) |
Amortization of loss | 20 | 28 | 59 | 80 |
Settlements | 4 | 0 | 6 | 0 |
Net pension and postretirement cost | $ 39 | $ 36 | $ 107 | $ 103 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 29, 2017 | |
Business Acquisition [Line Items] | |||||
Proceeds from issuance of equity securities | $ 4,800,000,000 | $ 0 | $ 4,827,000,000 | ||
BusinessCombinationConsiderationTransferredEquityInterestsRecognizedAsIncreaseToAdditionalPaidInCapitalCommonStock | $ 6,500,000,000 | ||||
BusinessCombinationConsiderationTransferredEquityInterestsRecognizedAsIncreaseToTreasuryStock | 2,100,000,000 | ||||
Product liability and other legal reserves | 1,900,000,000 | ||||
TransitionTaxPayableAcquiree | $ 220,000,000 | ||||
CR Bard Inc | |||||
Business Acquisition [Line Items] | |||||
Business Combination Cash Consideration Transferred Per Share | $ 222.93 | ||||
Business Combination Equity Interest Issued or Issuable Number of Securities Called by Each Share | 0.5077 | ||||
Proceeds from Issuance of Debt | $ 9,600,000,000 | ||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 0 | 0 | |||
Product liability and other legal reserves | $ 1,919,000,000 | ||||
Business Combination, Acquisition Related Costs | 5,000,000 | 56,000,000 | |||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 1,000,000,000 | 2,000,000,000 | |||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 134,000,000 | (68,000,000) | |||
Recognition Of Fair Value Adjustment To Inventory Acquired | $ 56,000,000 | $ 478,000,000 | |||
Customer Relationships | CR Bard Inc | |||||
Business Acquisition [Line Items] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years | ||||
Customer relationships | CR Bard Inc | |||||
Business Acquisition [Line Items] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 13 years | ||||
Measurement Input, Discount Rate [Member] | Customer Relationships | CR Bard Inc | |||||
Business Acquisition [Line Items] | |||||
Business Combination Intangible Asset Measurement Input | 8.00% | ||||
Measurement Input, Discount Rate [Member] | Customer relationships | CR Bard Inc | |||||
Business Acquisition [Line Items] | |||||
Business Combination Intangible Asset Measurement Input | 8.00% |
Acquisition - Fair Value of Con
Acquisition - Fair Value of Consideration Transferred (Details) - USD ($) $ in Millions | Dec. 29, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Business Acquisition [Line Items] | |||
Non-cash consideration-fair value of shares issued | $ 8,004 | $ 0 | |
Non-cash consideration-fair value of equity awards issued | $ 613 | $ 0 | |
CR Bard Inc | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 16,400 | ||
Non-cash consideration-fair value of shares issued | 8,004 | ||
Non-cash consideration-fair value of equity awards issued | 613 | ||
Total consideration transferred | $ 25,017 |
Acquisition - Fair Value of Com
Acquisition - Fair Value of Company's Ordinary Shares Issued (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 29, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Business Acquisition [Line Items] | |||
Fair value of the Company’s issued shares | $ 8,004 | $ 0 | |
CR Bard Inc | |||
Business Acquisition [Line Items] | |||
Total Bard shares outstanding (in shares) | 73,359,000 | ||
Conversion factor (in shares) | 0.5077 | ||
Conversion of Bard shares outstanding (in shares) | 37,243,000 | ||
Conversion of share-based compensation units (in shares) | 104,000 | ||
Total number of the Company's share issued (in shares) | 37,347,000 | ||
Closing price of the Company’s stock (in dollars per share) | $ 214.32 | ||
Fair value of the Company’s issued shares | $ 8,004 |
Acquisition - Fair Value of Ass
Acquisition - Fair Value of Assets and Liabilities Assumed (Details) - USD ($) $ in Millions | Dec. 29, 2017 | Jun. 30, 2018 | Sep. 30, 2017 |
Business Acquisition [Line Items] | |||
Product liability and other legal reserves | $ 1,900 | ||
Goodwill | $ 23,505 | $ 7,563 | |
CR Bard Inc | |||
Business Acquisition [Line Items] | |||
Cash and equivalents | 1,467 | ||
Trade receivables | 491 | ||
Inventories | 972 | ||
Property, plant and equipment | 554 | ||
Developed technology | 10,469 | ||
Customer relationships | 1,146 | ||
Other assets | 548 | ||
Total identifiable assets acquired | 15,647 | ||
Payables, accrued expenses and other liabilities | 1,198 | ||
Product liability and other legal reserves | 1,692 | ||
Product liability and other legal reserves | 1,919 | ||
Deferred tax liabilities | 1,749 | ||
Total liabilities assumed | 6,559 | ||
Net identifiable assets acquired | 9,089 | ||
Goodwill | 15,928 | ||
Net assets acquired | $ 25,017 |
Acquisition - Summary of Pro Fo
Acquisition - Summary of Pro Forma Results (Details) - CR Bard Inc - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Business Acquisition [Line Items] | ||||
Revenues | $ 4,278 | $ 3,968 | $ 12,545 | $ 11,675 |
Net Income (Loss) | $ 640 | $ (102) | $ 525 | $ 805 |
Diluted Earnings (Loss) per Share | $ 2.20 | $ (0.61) | $ 1.58 | $ 2.98 |
Divestiture (Details)
Divestiture (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Disposal Group, Including Discontinued Operation, Percent Of Business Sold | 49.90% | 49.90% | 50.10% | |
Proceeds from divestitures, net | $ 435 | $ 534 | $ 165 | |
Gain on Sale of Investments | $ 308 | $ 308 | $ 0 |
Business Restructuring Charge44
Business Restructuring Charges - Summary of Restructuring Accrual Activity (Detail) $ in Millions | 9 Months Ended |
Jun. 30, 2018USD ($) | |
CR Bard Inc | |
Restructuring Reserve [Roll Forward] | |
Balance at September 30, 2017 | $ 0 |
Charged to expense | 244 |
Cash payments | (60) |
Non-cash settlements | (118) |
Balance at June 30, 2018 | 66 |
CR Bard Inc | Employee Termination | |
Restructuring Reserve [Roll Forward] | |
Balance at September 30, 2017 | 0 |
Charged to expense | 126 |
Cash payments | (60) |
Non-cash settlements | 0 |
Balance at June 30, 2018 | 66 |
CR Bard Inc | Other Restructuring | |
Restructuring Reserve [Roll Forward] | |
Balance at September 30, 2017 | 0 |
Charged to expense | 118 |
Cash payments | 0 |
Non-cash settlements | (118) |
Balance at June 30, 2018 | 0 |
CareFusion/Other Initiatives | |
Restructuring Reserve [Roll Forward] | |
Balance at September 30, 2017 | 55 |
Charged to expense | 44 |
Cash payments | (63) |
Non-cash settlements | 0 |
Balance at June 30, 2018 | 36 |
CareFusion/Other Initiatives | Employee Termination | |
Restructuring Reserve [Roll Forward] | |
Balance at September 30, 2017 | 49 |
Charged to expense | 30 |
Cash payments | (49) |
Non-cash settlements | 0 |
Balance at June 30, 2018 | 30 |
CareFusion/Other Initiatives | Other Restructuring | |
Restructuring Reserve [Roll Forward] | |
Balance at September 30, 2017 | 6 |
Charged to expense | 14 |
Cash payments | (14) |
Non-cash settlements | 0 |
Balance at June 30, 2018 | $ 6 |
Intangible Assets - Components
Intangible Assets - Components of Intangible Assets (Detail) - USD ($) $ in Millions | Jun. 30, 2018 | Sep. 30, 2017 |
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 19,439 | $ 7,811 |
Accumulated Amortization | 2,836 | 1,986 |
Unamortized intangible assets | 39 | 69 |
Acquired in-process research and development | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Unamortized intangible assets | 37 | 67 |
Trademarks | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Unamortized intangible assets | 2 | 2 |
Developed technology | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 13,937 | 3,508 |
Accumulated Amortization | 1,636 | 1,029 |
Customer relationships | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,585 | 3,393 |
Accumulated Amortization | 781 | 564 |
Product rights | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 121 | 131 |
Accumulated Amortization | 56 | 54 |
Trademarks | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 407 | 408 |
Accumulated Amortization | 79 | 65 |
Patents and other | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 388 | 370 |
Accumulated Amortization | $ 283 | $ 274 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible amortization expense | $ 375 | $ 132 | $ 879 | $ 400 |
Intangible Assets - Reconciliat
Intangible Assets - Reconciliation of Goodwill by Business Segment (Detail) $ in Millions | 9 Months Ended |
Jun. 30, 2018USD ($) | |
Goodwill [Roll Forward] | |
Goodwill as of September 30, 2017 | $ 7,563 |
Acquisitions | 15,139 |
Divestitures | (55) |
Reallocation of goodwill for change in segment and reporting unit composition | 0 |
Purchase accounting adjustments | 878 |
Currency translation | (20) |
Goodwill as of June 30, 2018 | 23,505 |
Medical | |
Goodwill [Roll Forward] | |
Goodwill as of September 30, 2017 | 6,802 |
Acquisitions | 4,389 |
Divestitures | 0 |
Reallocation of goodwill for change in segment and reporting unit composition | (877) |
Purchase accounting adjustments | 216 |
Currency translation | (19) |
Goodwill as of June 30, 2018 | 10,511 |
Life Sciences | |
Goodwill [Roll Forward] | |
Goodwill as of September 30, 2017 | 761 |
Acquisitions | 76 |
Divestitures | 0 |
Reallocation of goodwill for change in segment and reporting unit composition | 0 |
Purchase accounting adjustments | 0 |
Currency translation | (1) |
Goodwill as of June 30, 2018 | 836 |
Interventional | |
Goodwill [Roll Forward] | |
Goodwill as of September 30, 2017 | 0 |
Acquisitions | 10,674 |
Divestitures | (55) |
Reallocation of goodwill for change in segment and reporting unit composition | 877 |
Purchase accounting adjustments | 661 |
Currency translation | 0 |
Goodwill as of June 30, 2018 | $ 12,157 |
Derivative Instruments and He48
Derivative Instruments and Hedging Activities - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Jun. 30, 2018 | Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gain (Loss) on Derivative Used in Net Investment Hedge, after Tax | $ 53 | |
Reclassification of terminated interest rate swaps to interest expense within the next 12 months | 5 | |
Forward exchange contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 1,500 | $ 2,500 |
Fixed to Floating | Fair Value Hedging | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 1,200 | $ 375 |
Euro Member Countries, Euro | Debt | Net Investment Hedging | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 2,700 | |
United Kingdom, Pounds | Debt | Net Investment Hedging | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | $ 330 |
Financial Instruments and Fai49
Financial Instruments and Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Jun. 30, 2018 | Sep. 30, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | $ 258 | $ 2,026 |
Remaining cash equivalents | 1,126 | 12,153 |
Fair value of long-term debt | 20,100 | 19,200 |
Fair value of debt reclassified from long term to short term | $ 1,901 | $ 206 |
Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Maturity period of short-term investments at the time of purchase | 3 months | |
Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Maturity period of short-term investments at the time of purchase | 1 year |
Debt - Additional Information (
Debt - Additional Information (Detail) € in Millions, £ in Millions | Dec. 29, 2017USD ($) | Jan. 31, 2018 | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2018EUR (€) | Jun. 30, 2018USD ($) | Jun. 30, 2018GBP (£) | Mar. 31, 2018EUR (€) | Mar. 31, 2018USD ($) | Sep. 30, 2017USD ($) |
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Excluding Current Maturities | $ 20,350,000,000 | $ 18,667,000,000 | ||||||||
Debt Instrument, Repurchased Face Amount | 539,000,000 | $ 461,000,000 | ||||||||
Debt Instrument, Repurchase Amount | 559,000,000 | 465,000,000 | ||||||||
Extinguishment of Debt, Gain (Loss), Net of Tax | $ 3,000,000 | $ 13,000,000 | ||||||||
Term Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Term | 3 years | |||||||||
Line of Credit Facility, Current Borrowing Capacity | 2,250,000,000 | |||||||||
Long-term Line of Credit | 1,230,000,000 | |||||||||
Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Term | 5 years | |||||||||
Line of Credit Facility, Current Borrowing Capacity | 2,250,000,000 | |||||||||
Long-term Line of Credit | 200,000,000 | |||||||||
Syndicated Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 1,500,000,000 | |||||||||
Exchanged Notes [Member] | CR Bard Inc | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Excluding Current Maturities | $ 1,150,000,000 | |||||||||
Principal Amount Accepted for Exchange | 1,039,000,000 | |||||||||
Long-term Debt, Excluding Current Maturities | 111,000,000 | |||||||||
Notes 3.000% due May 15, 2026 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Excluding Current Maturities | $ 452,000,000 | |||||||||
Notes 3.000% due May 15, 2026 [Member] | Exchanged Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt repurchase offer, percentage of principal | 101.00% | |||||||||
Notes 3.000% due May 15, 2026 [Member] | Exchanged Notes [Member] | CR Bard Inc | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Excluding Current Maturities | 500,000,000 | |||||||||
Principal Amount Accepted for Exchange | 470,000,000 | |||||||||
Stated interest rate | 3.00% | 3.00% | 3.00% | |||||||
Notes 4.400% due January 15, 2021 [Member] | Exchanged Notes [Member] | CR Bard Inc | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Excluding Current Maturities | 500,000,000 | |||||||||
Principal Amount Accepted for Exchange | 432,000,000 | |||||||||
Stated interest rate | 4.40% | 4.40% | 4.40% | |||||||
Notes 4.400% due January 15, 2021 and notes 3.000% due May 15, 2026 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Excluding Current Maturities | $ 556,000,000 | |||||||||
Notes 6.700% due December 1, 2026 [Member] | Exchanged Notes [Member] | CR Bard Inc | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Excluding Current Maturities | 150,000,000 | |||||||||
Principal Amount Accepted for Exchange | $ 137,000,000 | |||||||||
Stated interest rate | 6.70% | 6.70% | 6.70% | |||||||
Notes0.368DueJune2019 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate | 0.368% | 0.368% | ||||||||
Debt Instrument, Face Amount | € 300 | $ 370,000,000 | ||||||||
FloatingRateNotesDueFebruary2020 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 1,000,000,000 | |||||||||
Notes 1.401% due May 24, 2023 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate | 1.401% | 1.401% | 1.401% | |||||||
Debt Instrument, Face Amount | € 300 | $ 354,000,000 | ||||||||
Notes 3.02% due May 24, 2025 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate | 3.02% | 3.02% | 3.02% | |||||||
Debt Instrument, Face Amount | $ 337,500,000 | £ 250 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Sep. 30, 2017 | Dec. 29, 2017 | |
Income Tax Disclosure [Abstract] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 35.00% | |
Other Tax Expense (Benefit) | $ 275 | ||
Expected Deferred Tax Asset Liability Reversal Rate | 21.00% | ||
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | $ 285 | ||
Other Tax Expense Benefit Transition Tax | $ 561 | ||
TransitionTaxPayableAcquiree | $ 220 | ||
Transition Tax, Annual Percentage Payable | 8.00% | ||
Transition Tax Estimated To Be Payable | $ 781 |