Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended |
Dec. 31, 2014 | |
Document And Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | FALSE |
Document Period End Date | 31-Dec-14 |
Document Fiscal Year Focus | 2015 |
Document Fiscal Period Focus | Q1 |
Trading Symbol | BDX |
Entity Registrant Name | BECTON DICKINSON & CO |
Entity Central Index Key | 10795 |
Current Fiscal Year End Date | -21 |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 192,938,801 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Sep. 30, 2014 |
In Millions, unless otherwise specified | ||
Current Assets: | ||
Cash and equivalents | $8,540 | $1,861 |
Short-term investments | 244 | 884 |
Trade receivables, net | 1,031 | 1,187 |
Inventories: | ||
Materials | 227 | 248 |
Work in process | 272 | 260 |
Finished products | 1,013 | 987 |
Inventories | 1,512 | 1,495 |
Prepaid expenses, deferred taxes and other | 784 | 704 |
Total Current Assets | 12,111 | 6,131 |
Property, Plant and Equipment | 7,758 | 7,765 |
Less allowances for depreciation and amortization | 4,193 | 4,160 |
Property, Plant and Equipment, Net | 3,565 | 3,605 |
Goodwill | 1,140 | 1,090 |
Core and Developed Technology, Net | 496 | 513 |
Other Intangibles, Net | 324 | 247 |
Capitalized Software, Net | 361 | 365 |
Other Assets | 506 | 497 |
Total Assets | 18,503 | 12,447 |
Current Liabilities: | ||
Short-term debt | 202 | 203 |
Payables and accrued expenses | 1,878 | 2,031 |
Total Current Liabilities | 2,081 | 2,235 |
Long-Term Debt | 9,940 | 3,768 |
Long-Term Employee Benefit Obligations | 983 | 1,009 |
Deferred Income Taxes and Other | 432 | 383 |
Commitments and Contingencies | ||
Shareholders' Equity | ||
Common stock | 333 | 333 |
Capital in excess of par value | 2,254 | 2,198 |
Retained earnings | 12,224 | 12,105 |
Deferred compensation | 20 | 19 |
Common stock in treasury - at cost | -8,623 | -8,601 |
Accumulated other comprehensive (loss) income | -1,139 | -1,001 |
Total Shareholders' Equity | 5,068 | 5,053 |
Total Liabilities and Shareholders' Equity | $18,503 | $12,447 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Income (USD $) | 3 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income Statement [Abstract] | ||
Revenues | $2,051 | $2,015 |
Cost of products sold | 1,006 | 980 |
Selling and administrative expense | 544 | 531 |
Research and development expense | 129 | 126 |
Acquisition-related costs | 23 | |
Total Operating Costs and Expenses | 1,702 | 1,637 |
Operating Income | 349 | 378 |
Interest expense | -76 | -34 |
Interest income | 10 | 14 |
Other income, net | 2 | 1 |
Income Before Income Taxes | 285 | 359 |
Income tax provision | 50 | 88 |
Net Income | $236 | $271 |
Basic Earnings per Share | $1.22 | $1.40 |
Diluted Earnings per Share | $1.20 | $1.37 |
Dividends per Common Share | $0.60 | $0.55 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ||
Net Income | $236 | $271 |
Other Comprehensive Income (Loss), Net of Tax | ||
Foreign currency translation adjustments | -141 | 6 |
Defined benefit pension and postretirement plans | 11 | 9 |
Net unrealized (losses) gains on cash flow hedges, net of reclassifications | -7 | 1 |
Other Comprehensive (Loss) Income, Net of Tax | -137 | 15 |
Comprehensive Income | $98 | $287 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Operating Activities | ||
Net Income | $236 | $271 |
Adjustments to net income to derive net cash provided by operating activities, net of amounts acquired: | ||
Depreciation and amortization | 139 | 142 |
Share-based compensation | 48 | 42 |
Deferred income taxes | -2 | -13 |
Change in operating assets and liabilities | -109 | -75 |
Pension obligation | -20 | -29 |
Other, net | -6 | 17 |
Net Cash Provided by Operating Activities | 286 | 355 |
Investing Activities | ||
Capital expenditures | -105 | -99 |
Capitalized software | -9 | -19 |
Proceeds from (purchases of) investments, net | 618 | -125 |
Acquisitions of businesses, net of cash acquired | -106 | |
Other, net | -30 | -25 |
Net Cash Provided by (Used for) Investing Activities | 368 | -267 |
Financing Activities | ||
Change in short-term debt | -1 | -3 |
Proceeds from long-term debt | 6,164 | |
Repurchase of common stock | -189 | |
Excess tax benefits from payments under share-based compensation plans | 31 | 13 |
Dividends paid | -116 | -106 |
Issuance of common stock and other, net | -45 | -13 |
Net Cash Provided by (Used for) Financing Activities | 6,033 | -298 |
Effect of exchange rate changes on cash and equivalents | -8 | -1 |
Net increase (decrease) in cash and equivalents | 6,679 | -211 |
Opening Cash and Equivalents | 1,861 | 1,890 |
Closing Cash and Equivalents | $8,540 | $1,679 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1 – 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 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. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s 2014 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 | 3 Months Ended |
Dec. 31, 2014 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Changes | Note 2 – Accounting Changes |
New Accounting Principles Adopted | |
In June 2013, the Financial Accounting Standards Board (“FASB”) issued guidance that requires the netting of unrecognized tax benefits against a deferred tax asset for a loss or other carryforward that would apply in settlement of the uncertain tax positions. In March 2013, the FASB issued amendments to resolve diversity in practice relating to the release of cumulative translation adjustments into earnings upon the occurrence of certain derecognition events involving a foreign entity. The Company prospectively adopted both accounting standard updates, which did not impact its consolidated financial statements, on October 1, 2014. | |
New Accounting Principle Not Yet Adopted | |
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 is currently evaluating the impact that this new revenue recognition standard will have on its consolidated financial statements upon required adoption of the standard on October 1, 2017. Early adoption is not permitted. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive (Loss) Income | 3 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Equity [Abstract] | |||||||||||||||||
Accumulated Other Comprehensive (Loss) Income | Note 3 – Accumulated Other Comprehensive (Loss) Income | ||||||||||||||||
The components and changes of Accumulated other comprehensive (loss) income for the three-month period ended December 31, 2014 were as follows: | |||||||||||||||||
(Millions of dollars) | Total | Foreign | Benefit Plans | Unrealized | |||||||||||||
Currency | Adjustments | Losses on | |||||||||||||||
Translation | Cash Flow | ||||||||||||||||
Adjustments | Hedges | ||||||||||||||||
Balance at September 30, 2014 | $ | (1,001 | ) | $ | (270 | ) | $ | (705 | ) | $ | (26 | ) | |||||
Other comprehensive income before reclassifications, net of taxes | (150 | ) | (141 | ) | — | (8 | ) | ||||||||||
Amounts reclassified into income, net of taxes (A) | 13 | — | 11 | 1 | |||||||||||||
Balance at December 31, 2014 | $ | (1,139 | ) | $ | (411 | ) | $ | (694 | ) | $ | (33 | ) | |||||
(A) | The reclassification amount related to benefit plans for the three months ended December 31, 2013 was $9 million. The benefit plan-related amounts were not reclassified into income in their entirety and these reclassifications were included in the computation of net periodic benefit plan costs. Additional details are provided in Note 8. The reclassification amount related to cash flow hedges for the three months ended December 31, 2013 was $1 million. The cash flow hedge-related reclassification amounts for the three months ended December 31, 2014 and 2013 were primarily recorded in Interest expense and additional details are provided in Note 11. | ||||||||||||||||
The loss in foreign currency translation adjustments for the three months ended December 31, 2014 was primarily attributable to the weakening of currencies in Latin America, the Euro and currencies in Asia Pacific against the U.S. dollar during the period. | |||||||||||||||||
The income tax benefits associated with the benefit plan-related reclassification adjustments for amortization of prior service credit and amortization of net actuarial losses for the three months ended December 31, 2014 and 2013 were $6 million and $5 million, respectively. | |||||||||||||||||
The income tax benefit recorded for losses recognized in other comprehensive income relating to cash flow hedges for the three months ended December 31, 2014 was $5 million. Additional disclosures regarding these losses are provided in Note 11. There were no amounts recognized in other comprehensive income relating to cash flow hedges for the three months ended December 31, 2013. The income taxes recorded for reclassification adjustments for realized amounts relating to cash flow hedges were immaterial for the three months ended December 31, 2014 and 2013. |
Earnings_per_Share
Earnings per Share | 3 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Earnings per Share | Note 4 – 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 | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Average common shares outstanding | 192,844 | 194,203 | |||||||
Dilutive share equivalents from share-based plans | 4,156 | 3,907 | |||||||
Average common and common equivalent shares outstanding – assuming dilution | 197,000 | 198,110 | |||||||
Contingencies
Contingencies | 3 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Note 5 – 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). 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. | |
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). RTI alleges that the BD Integra™ syringes infringe patents licensed exclusively to RTI. In its complaint, RTI also alleges 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, and stayed the non-patent claims during the pendency of the patent claims at the trial court level. RTI seeks money damages and injunctive relief. On April 1, 2008, RTI filed a complaint against BD under the caption Retractable Technologies, Inc. and Thomas J. Shaw v. Becton Dickinson and Company (Civil Action No.2:08-cv-141,U.S. District Court, Eastern District of Texas). RTI alleges that the BD Integra™ syringes infringe another patent licensed exclusively to RTI. RTI seeks money damages and injunctive relief. On August 29, 2008, the court ordered the consolidation of the patent cases. On November 9, 2009, at a trial of these consolidated cases, the jury rendered a verdict in favor of RTI on all but one of its infringement claims, but did not find any willful infringement, and awarded RTI $5 million in damages. On May 19, 2010, the court granted RTI’s motion for a permanent injunction against the continued sale by the Company of its BD Integra™ products in their current form, but stayed the injunction for the duration of the Company’s appeal. At the same time, the court lifted a stay of RTI’s non-patent claims. On July 8, 2011, the Court of Appeals for the Federal Circuit reversed the District Court judgment that the Company’s 3ml BD Integra™ products infringed the asserted RTI patents and affirmed the District Court judgment of infringement against the Company’s discontinued 1ml BD Integra™ products. On October 31, 2011, the Federal Circuit Court of Appeals denied RTI’s request for an en banc rehearing. In January 2013, RTI’s petition for review with the U.S. Supreme Court was denied. BD’s motion for further proceedings on damages was denied by the District Court on the grounds that the District Court did not have authority to modify the $5 million damage award. BD appealed this ruling to the Federal Circuit Court of Appeals, and on July 7, 2014, the Court affirmed the District Court ruling leaving the damages award intact. On September 19, 2014, the Federal Circuit Court of Appeals denied BD’s request for an en banc rehearing. On January 16, 2015, BD filed a petition for U.S. Supreme Court review of the Federal Circuit Court of Appeals decision leaving the damages award intact. | |
On September 19, 2013, a jury returned a verdict against BD with respect to certain of RTI’s non-patent claims. The verdict was unfavorable to 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 will be trebled under the antitrust statute). The jury’s verdict rejected RTI’s monopolization claims in the markets for safety syringes, conventional syringes and safety IV catheters; its attempted monopolization claims in the markets for conventional syringes and safety IV catheters; and its claims for contractual restraint of trade and exclusive dealing in the markets for safety syringes, conventional syringes and safety IV catheters. In connection with the verdict, the Company recorded a pre-tax charge of approximately $341 million in the fourth quarter of fiscal year 2013. On September 30, 2014, the Court issued a ruling denying BD’s post-trial motion for judgment as a matter of law. On November 10, 2014, the Court issued a ruling denying RTI’s request for disgorgement of BD profits for false advertising on the ground that any profit to which RTI is entitled is included within the amount of the antitrust damage award. The Court granted RTI’s request that BD be ordered to issue certain corrective statements regarding its advertising and enjoined from making certain advertising claims. The Court denied RTI’s request for injunctive relief relating to BD’s contracting practices and BD’s safety syringe advertising, finding that RTI failed to prove that BD’s contracting practices violated the antitrust laws or that BD’s safety syringe advertising is false. The Court concluded that RTI is entitled to certain categories of attorneys’ fees that it requested, but that its total fee recovery should be reduced by 50%. On January 14, 2015, the Court granted in part and denied in part BD’s motion for a stay of the injunction. The Court held that, pending appeal, BD would be not be required to send the corrective advertising notices to end-user customers, but only to employees, distributors and Group Purchasing Organizations. The Court otherwise upheld its November 10, 2014 Order regarding the injunction. On January 15, 2015, the Court entered its Final Judgment in the case. In the Final Judgment, the Court ordered that RTI recovers $341 million for its attempted monopolization claim and $12 million for attorneys’ fees, and awarded pre and post-judgment interest and costs. On February 3, 2015, the Court of Appeals for the Fifth Circuit denied BD’s motion for a stay of the injunction pending the final appeal. BD intends to file a post-judgment motion to the district court and expects that the motion will include a challenge to that court’s award of pre-judgment interest, which had not been requested in any pleading prior to the entry of Final Judgment. BD also intends to file an appeal to the Court of Appeals challenging the entirety of the Final Judgment. | |
On November 4, 2013, the Secretariat of Foreign Trade (“SECEX”) of the Federal Republic of Brazil, initiated an administrative anti-dumping investigation of imports of vacuum plastic tubes for blood collection into Brazil from the United States of America, the United Kingdom of Great Britain and Northern Ireland, the Federal Republic of Germany and the People’s Republic of China during the period from January 2012 through December 2012. BD, through its United States and international subsidiaries, exports vacuum plastic tubes for blood collection into Brazil and is cooperating with the investigation. The investigation is ongoing. During the course of the investigation (on a provisional basis) and upon completion of the investigation (on a final basis), the SECEX will issue a decision on whether grounds exist to apply anti-dumping measures (including, without limitation, the imposition of duties on such vacuum plastic tubes imported into Brazil). Once applied, anti-dumping measures will last for as long as the measures are deemed necessary, which, in most cases, is for five years. The Company does not expect that the outcome of the investigation will materially affect results of operations. | |
On October 5, 2014, CareFusion Corporation (“CareFusion”) and the Company entered into an Agreement and Plan of Merger (which we refer to as the merger agreement) that provides for the acquisition of CareFusion by the Company. Under the terms of the merger agreement, a subsidiary of the Company (“the merger subsidiary”) will merge with and into CareFusion, with CareFusion surviving the merger as a wholly owned subsidiary of the Company. Several putative class action lawsuits have been filed against CareFusion, its directors, the Company and the merger subsidiary in the Delaware Court of Chancery and in the Superior Court of California, San Diego County. These lawsuits generally allege that the members of the board of directors of CareFusion breached their fiduciary duties in connection with the merger by, among other things, carrying out a process that plaintiffs allege did not ensure adequate and fair consideration to CareFusion stockholders. The plaintiffs in these actions further allege that CareFusion, and the Company aided and abetted the individual defendants’ breaches of their fiduciary duties. The plaintiffs seek, among other things, equitable relief to enjoin consummation of the merger, rescission of the merger and/or rescissory damages, and attorneys’ fees and costs. | |
On December 30, 2014, the parties to the actions filed in the Delaware Court of Chancery (the “Delaware Actions”) entered into an agreement in principle to settle the Delaware Actions on the basis of additional disclosures made in a CareFusion Schedule 14A, filed with the SEC on January 5, 2015. The settlement terms are reflected in a Memorandum of Understanding (“MOU”). On December 31, 2014, plaintiffs’ counsel notified the Delaware Court of Chancery of the settlement and MOU. Pursuant to the MOU, the parties to the Delaware Actions have agreed to negotiate in good faith to execute a stipulation of settlement, and will present the proposed settlement to the Delaware Court of Chancery as soon as practicable. The actions filed in the Superior Court of California are not part of the proposed settlement and are still pending. | |
The Company believes that it has meritorious defenses to each of the above-mentioned suits pending against the Company and is engaged in a vigorous defense of each of these matters. | |
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 is a party to a number of federal 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 commencing. For all sites, there are other potentially responsible parties that may be jointly or severally liable to pay all cleanup costs. |
Segment_Data
Segment Data | 3 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Segment Reporting [Abstract] | |||||||||
Segment Data | Note 6 – Segment Data | ||||||||
Effective October 1, 2014, the Company’s organizational structure was realigned to better complement its customer-focused solutions strategy and is based upon two principal business segments: BD Medical (“Medical”) and BD Life Sciences (“Life Sciences”). The composition of the Medical segment remains unchanged from its historical composition. The Life Sciences segment consists of the former BD Diagnostics and BD Biosciences segments. Beginning on October 1, 2014, decisions about resource allocation and performance assessment are made separately for the Medical and Life Sciences segments. Prior-period information presented for comparative purposes has been revised to reflect the new two-segment organizational structure. The Company’s two principal business segments are strategic businesses that are managed separately because each one develops, manufactures and markets distinct products and services. The Company evaluates performance of its business segments and allocates resources to them primarily based upon operating income. Segment operating income represents revenues reduced by product costs and operating expenses. Financial information for the Company’s segments was as follows: | |||||||||
Three Months Ended | |||||||||
December 31, | |||||||||
(Millions of dollars) | 2014 | 2013 | |||||||
Revenues (A) | |||||||||
Medical | $ | 1,072 | $ | 1,064 | |||||
Life Sciences | 979 | 951 | |||||||
Total Revenues | $ | 2,051 | $ | 2,015 | |||||
Segment Operating Income | |||||||||
Medical | $ | 304 | $ | 294 | |||||
Life Sciences | 214 | 234 | |||||||
Total Segment Operating Income | 517 | 528 | |||||||
Unallocated Items (B) | (232 | ) (C) | (170 | ) | |||||
Income Before Income Taxes | $ | 285 | $ | 359 | |||||
(A) | Intersegment revenues are not material. | ||||||||
(B) | Includes primarily interest, net; foreign exchange; corporate expenses; share-based compensation expense; and acquisition-related costs. | ||||||||
(C) | Includes $44 million of financing costs, as well as $23 million of integration and transaction costs, associated with the pending CareFusion acquisition. Additional disclosures regarding this pending acquisition are provided in Note 9. Also includes a $12 million charge for RTI’s attorneys’ fees associated with the unfavorable verdict returned in the antitrust and false advertising lawsuit RTI filed against BD. For further discussion, refer to Note 5 in the notes to the financial statements. | ||||||||
Revenues by geographic areas were as follows: | |||||||||
Three Months Ended | |||||||||
December 31, | |||||||||
(Millions of dollars) | 2014 | 2013 | |||||||
Revenues | |||||||||
United States | $ | 881 | $ | 849 | |||||
International | 1,170 | 1,166 | |||||||
Total Revenues | $ | 2,051 | $ | 2,015 | |||||
ShareBased_Compensation
Share-Based Compensation | 3 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
Share-Based Compensation | Note 7 – Share-Based Compensation | ||||||||
The Company grants share-based awards under the 2004 Employee and Director Equity-Based Compensation Plan (the “2004 Plan”), which provides long-term incentive compensation to employees and directors. The Company believes that such awards align the interests of its employees and directors with those of its shareholders. | |||||||||
The fair value of share-based payments is recognized as compensation expense in net income. For the three months ended December 31, 2014 and 2013, compensation expense charged to income was $48 million and $42 million, respectively. | |||||||||
The amount of unrecognized compensation expense for all non-vested share-based awards as of December 31, 2014 was approximately $199 million, which is expected to be recognized over a weighted-average remaining life of approximately 2.5 years. | |||||||||
The fair values of stock appreciation rights granted during the annual share-based grants in November of 2014 and 2013, respectively, were estimated on the date of grant using a lattice-based binomial valuation model based on the following assumptions: | |||||||||
2015 | 2014 | ||||||||
Risk-free interest rate | 2.2 | % | 2.31 | % | |||||
Expected volatility | 19 | % | 19 | % | |||||
Expected dividend yield | 1.78 | % | 2 | % | |||||
Expected life | 7.6 years | 7.8 years | |||||||
Fair value derived | $ | 24.82 | $ | 19.9 | |||||
Benefit_Plans
Benefit Plans | 3 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | |||||||||||||||||
Benefit Plans | Note 8 – Benefit Plans | ||||||||||||||||
The Company has defined benefit pension plans covering substantially all of its employees in the United States and certain foreign locations. The Company also provides certain postretirement healthcare and life insurance benefits to qualifying domestic retirees. Other postretirement benefit plans in foreign countries are not material. The measurement date used for the Company’s employee benefit plans is September 30. | |||||||||||||||||
Net pension and postretirement cost included the following components for the three months ended December 31: | |||||||||||||||||
Pension Plans | Other Postretirement | ||||||||||||||||
Benefits | |||||||||||||||||
(Millions of dollars) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Service cost | $ | 19 | $ | 18 | $ | 1 | $ | 1 | |||||||||
Interest cost | 22 | 23 | 2 | 3 | |||||||||||||
Expected return on plan assets | (31 | ) | (31 | ) | — | — | |||||||||||
Amortization of prior service credit | (4 | ) | (4 | ) | (1 | ) | — | ||||||||||
Amortization of loss | 17 | 12 | 1 | 1 | |||||||||||||
Net pension and postretirement cost | $ | 23 | $ | 17 | $ | 2 | $ | 4 | |||||||||
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 (loss) income in prior periods. | |||||||||||||||||
Postemployment benefit costs were $10 million and $12 million for the three-month periods ended December 31, 2014 and 2013, respectively. During the fourth quarter of fiscal year 2014, the Company recognized a $36 million charge associated with unusually broad and significant workforce reduction actions that were not contemplated when the postemployment benefit plan obligation was measured on September 30, 2013. As of December 31, 2014, the Company’s remaining liability relating to these workforce reductions was $24 million which is expected to be paid by the end of the second quarter of fiscal year 2015. |
Acquisitions_Definitive_Agreem
Acquisitions Definitive Agreement to Acquire CareFusion Corporation | 3 Months Ended | |||
Dec. 31, 2014 | ||||
Business Combinations [Abstract] | ||||
Acquisitions Definitive Agreement to Acquire CareFusion Corporation | Note 9 – Acquisitions | |||
Definitive Agreement to Acquire CareFusion Corporation | ||||
On October 5, 2014, the Company announced a definitive agreement under which it will acquire CareFusion Corporation (“CareFusion”) for $58 per share in cash and stock, or a total of approximately $12.2 billion, to create a global leader in medication management and patient safety solutions. | ||||
Pursuant to the agreement, the Company will acquire 100 percent of CareFusion in exchange for the following consideration: | ||||
• | $10.1 billion in cash consideration, consisting of available cash on hand, anticipated borrowings under its term loan facility and commercial paper program and $6.2 billion of senior unsecured notes and to the extent required, borrowing under its remaining bridge loan facility, and | |||
• | $2.1 billion of the Company’s common stock to be issued to CareFusion stockholders and share award holders and BD stock options to be issued to holders of CareFusion options, based on BD’s closing price as of October 3, 2014. | |||
Under the terms of the transaction, CareFusion stockholders will receive $49.00 in cash, without interest, and 0.0777 of a share of BD for each share of CareFusion. Using the Company’s closing price as of October 3, 2014 of $115.84 would result in a total cost of $58.00 per CareFusion share. The value of the consideration transferred for accounting purposes will ultimately be based on the closing share price of the Company’s stock on the last trading day prior to the closing date of the transaction, and could materially change. | ||||
CareFusion stockholders approved the definitive merger agreement and transaction on January 21, 2015. The proposed acquisition remains subject to certain other conditions and approvals, including approval of the proposed acquisition by the European Commission under the European Union Merger Regulation. The transaction is expected to close by the end of the second quarter of fiscal year 2015. Additional disclosures regarding the Company’s issuance of senior unsecured notes and execution of other credit arrangements in connection with this pending acquisition are provided in Note 13. Additional disclosures regarding interest rate swaps the Company entered into in the first quarter of fiscal year 2015, in anticipation of the issuance of senior unsecured notes, are provided in Note 11. | ||||
Also in connection with this pending acquisition, the Company incurred financing and other transaction costs, as well as integration costs during the first quarter of fiscal year 2015. The financing costs totaled $44 million and were recorded as Interest expense in the three months ended December 31, 2014. The integration and transaction costs totaled $23 million and were recorded as Acquisition-related costs in the three months ended December 31, 2014. |
Intangible_Assets
Intangible Assets | 3 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||
Intangible Assets | Note 10 – Intangible Assets | ||||||||||||||||
Intangible assets consisted of: | |||||||||||||||||
December 31, 2014 | September 30, 2014 | ||||||||||||||||
(Millions of dollars) | Gross | Accumulated | Gross | Accumulated | |||||||||||||
Carrying | Amortization | Carrying | Amortization | ||||||||||||||
Amount | Amount | ||||||||||||||||
Amortized intangible assets | |||||||||||||||||
Core and developed technology | $ | 880 | $ | 384 | $ | 893 | $ | 379 | |||||||||
Product rights | 141 | 32 | 148 | 31 | |||||||||||||
Patents, trademarks, and other | 276 | 187 | 268 | 184 | |||||||||||||
Amortized intangible assets | $ | 1,297 | $ | 603 | $ | 1,308 | $ | 594 | |||||||||
Unamortized intangible assets | |||||||||||||||||
Acquired in-process research and development | $ | 124 | $ | 44 | |||||||||||||
Trademarks | 2 | 2 | |||||||||||||||
Unamortized intangible assets | $ | 126 | $ | 46 | |||||||||||||
The increase in acquired in-process research and development project assets represents $80 million of assets recognized upon the Company’s acquisition of GenCell Biosystems (“GenCell”) in the first quarter of fiscal year 2015. Intangible amortization expense for the three months ended December 31, 2014 and 2013 was $20 million and $21 million, respectively. | |||||||||||||||||
The following is a reconciliation of goodwill by business segment: | |||||||||||||||||
(Millions of dollars) | Medical | Life Sciences | Total | ||||||||||||||
Goodwill as of September 30, 2014 | $ | 482 | $ | 608 | $ | 1,090 | |||||||||||
Acquisitions (A) | — | 64 | 64 | ||||||||||||||
Currency translation/other (B) | (13 | ) | — | (13 | ) | ||||||||||||
Goodwill as of December 31, 2014 | $ | 469 | $ | 671 | $ | 1,140 | |||||||||||
(A) | Represents goodwill recognized upon the Company’s acquisition of GenCell in the first quarter of fiscal year 2015. | ||||||||||||||||
(B) | Includes amounts resulting from foreign currency translation as well as acquisition accounting adjustments. | ||||||||||||||||
Derivative_Instruments_and_Hed
Derivative Instruments and Hedging Activities | 3 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||
Derivative Instruments and Hedging Activities | Note 11 – 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, Asia Pacific, Canada, Japan 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. The offset of these gains or losses against the gains and losses on the underlying hedged items, as well as the hedging costs associated with the derivative instruments, is recognized in Other income (expense), net. | |||||||||||
The total notional amounts of the Company’s outstanding foreign exchange contracts as of December 31, 2014 and September 30, 2014 were $ 2.3 billion and $1.8 billion, respectively. | |||||||||||
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 $6 million, net of tax. The Company had no outstanding interest rate swaps designated as cash flow hedges as of December 31, 2014 or as of September 30, 2014. | |||||||||||
The total notional amount of the Company’s outstanding interest rate swaps designated as fair value hedges was $375 million at December 31, 2014 and September 30, 2014. The outstanding swaps represent fixed-to-floating interest rate swap agreements the Company entered into, in March and September 2014, to convert the interest payments on $375 million of the Company’s 3.125% notes, due November 8, 2021, 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 gain recorded on these fair value hedges and the offsetting loss recorded on the underlying debt instrument was $10 million at December 31, 2014. | |||||||||||
Other Risk Exposures | |||||||||||
The Company purchases resins, which are oil-based components used in the manufacture of certain products. Significant increases in world oil prices that lead to increases in resin purchase costs could impact future operating results. From time to time, the Company has managed price risks associated with these commodity purchases. The Company had no outstanding commodity derivative contracts designated as cash flow hedges as of December 31, 2014 and September 30, 2014. | |||||||||||
Effects on Consolidated Balance Sheets | |||||||||||
The location and amounts of derivative instrument fair values in the consolidated balance sheet are segregated below between designated, qualifying hedging instruments and ones that are not designated for hedge accounting. | |||||||||||
(Millions of dollars) | December 31, | September 30, | |||||||||
2014 | 2014 | ||||||||||
Asset derivatives-designated for hedge accounting | |||||||||||
Interest rate swaps | $ | 10 | $ | 3 | |||||||
Asset derivatives-undesignated for hedge accounting | |||||||||||
Forward exchange contracts | 22 | 20 | |||||||||
Total asset derivatives (A) | $ | 32 | $ | 23 | |||||||
Liability derivatives-undesignated for hedge accounting | |||||||||||
Forward exchange contracts | 16 | 14 | |||||||||
Total liability derivatives (B) | $ | 16 | $ | 14 | |||||||
(A) | All asset derivatives are included in Prepaid expenses, deferred taxes and other. | ||||||||||
(B) | All liability derivatives are included in Payables and accrued expenses. | ||||||||||
Effects on Consolidated Statements of Income | |||||||||||
Cash flow hedges | |||||||||||
Losses of $8 million were recognized in Other comprehensive income (loss) for the three months ended December 31, 2014. These losses were attributable to interest rate swaps, with a total notional amount of $2.3 billion that were entered into during the first quarter of fiscal year 2015 to partially hedge interest rate risk associated with the anticipated issuance of senior unsecured notes in connection with the Company’s pending acquisition of CareFusion. These swaps were designated as hedges of the variability in interest payments attributable to changes in the benchmark interest rate during the period preceding the Company’s issuance of the notes. The swaps were terminated at losses, concurrent with the pricing of notes issued in December 2014, and the realized losses will be amortized over the lives of the notes with an offset to Interest expense. There were no amounts recognized in other comprehensive income relating to cash flow hedges for the three months ended December 31, 2013. Additional disclosures regarding amounts recognized in the consolidated statements of income for the three months ended December 31, 2014 and 2013 relating to cash flow hedges are provided in Note 3. Additional disclosures regarding the pending acquisition of CareFusion are provided in Note 9 and additional disclosures regarding the Company’s debt issuance during the first quarter of fiscal year 2015 are provided in Note 13. | |||||||||||
Undesignated hedges | |||||||||||
The location and amount of gains and losses recognized in income on derivatives not designated for hedge accounting were as follows: | |||||||||||
Derivatives Not Designated as Hedging Instruments | Location of Gain (Loss) | Amount of Gain (Loss) | |||||||||
Recognized in Income on Derivatives | Recognized in Income on | ||||||||||
Derivatives | |||||||||||
Three Months Ended | |||||||||||
December 31, | |||||||||||
(Millions of dollars) | 2014 | 2013 | |||||||||
Forward exchange contracts (A) | Other income (expense), net | $ | (2 | ) | $ | 6 | |||||
(A) | The gains and losses on forward contracts and currency options utilized to hedge the intercompany transactional foreign exchange exposures are largely offset by gains and losses on the underlying hedged items in Other income (expense), net. |
Financial_Instruments_and_Fair
Financial Instruments and Fair Value Measurements | 3 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Financial Instruments and Fair Value Measurements | Note 12 – Financial Instruments and Fair Value Measurements | ||||||||||||||||
The fair values of financial instruments, including those not recognized on the statement of financial position at fair value, carried at December 31, 2014 and September 30, 2014 are classified in accordance with the fair value hierarchy in the following tables: | |||||||||||||||||
Basis of Fair Value Measurement | |||||||||||||||||
(Millions of dollars) | December 31, | Quoted Prices in | Significant Other | Significant | |||||||||||||
2014 | Active Markets | Observable | Unobservable | ||||||||||||||
Total | for Identical | Inputs (Level 2) | Inputs (Level 3) | ||||||||||||||
Assets (Level 1) | |||||||||||||||||
Assets | |||||||||||||||||
Institutional money market investments | $ | 6,809 | $ | 6,809 | $ | — | $ | — | |||||||||
Interest rate swaps | 10 | — | 10 | — | |||||||||||||
Forward exchange contracts | 22 | — | 22 | — | |||||||||||||
Total Assets | $ | 6,840 | $ | 6,809 | $ | 32 | $ | — | |||||||||
Liabilities | |||||||||||||||||
Forward exchange contracts | $ | 16 | $ | — | $ | 16 | $ | — | |||||||||
Contingent consideration liabilities | 50 | — | — | 50 | |||||||||||||
Total Liabilities | $ | 67 | $ | — | $ | 16 | $ | 50 | |||||||||
Basis of Fair Value Measurement | |||||||||||||||||
(Millions of dollars) | September 30, | Quoted Prices in | Significant Other | Significant | |||||||||||||
2014 | Active Markets | Observable | Unobservable | ||||||||||||||
Total | for Identical | Inputs (Level 2) | Inputs (Level 3) | ||||||||||||||
Assets (Level 1) | |||||||||||||||||
Assets | |||||||||||||||||
Institutional money market investments | $ | 1,040 | $ | 1,040 | $ | — | $ | — | |||||||||
Interest rate swaps | 3 | — | 3 | — | |||||||||||||
Forward exchange contracts | 20 | — | 20 | — | |||||||||||||
Total Assets | $ | 1,063 | $ | 1,040 | $ | 23 | $ | — | |||||||||
Liabilities | |||||||||||||||||
Forward exchange contracts | $ | 14 | $ | — | $ | 14 | $ | — | |||||||||
Contingent consideration liabilities | 14 | — | — | 14 | |||||||||||||
Total Liabilities | $ | 29 | $ | — | $ | 14 | $ | 14 | |||||||||
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. The Company’s remaining cash equivalents were $1.731 billion and $821 million at December 31, 2014 and September 30, 2014, 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. | |||||||||||||||||
The Company measures the fair value of forward exchange contracts and interest rate swaps based upon the present value of expected future cash flows using market-based observable inputs including credit risk, interest rate yield curves, foreign currency spot prices and forward prices. | |||||||||||||||||
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 $10.4 billion and $4.1 billion at December 31, 2014 and September 30, 2014, respectively. | |||||||||||||||||
The contingent consideration liabilities were recognized as part of the consideration transferred by the Company for certain acquisitions. The fair values of the contingent consideration liabilities were estimated using probability-weighted discounted cash flow models that were based upon the probabilities assigned to the contingent events. The estimated fair values of the contingent consideration liabilities are remeasured at each reporting period based upon increases or decreases in the probability of the contingent payments. The increase to the total contingent consideration liability in the three months ended December 31, 2014 is attributable to a contingent consideration liability of $36 million recognized in connection with the Company’s acquisition of GenCell in the first quarter of fiscal year 2015. | |||||||||||||||||
The Company’s policy is to recognize any transfers into fair value measurement hierarchy levels and transfers out of levels at the beginning of each reporting period. There were no transfers in and out of Level 1, Level 2 or Level 3 measurements for the three months ended December 31, 2014 and 2013. |
Debt
Debt | 3 Months Ended | ||||
Dec. 31, 2014 | |||||
Debt Disclosure [Abstract] | |||||
Debt | Note 13 – Debt | ||||
As disclosed in Note 9, the Company announced a definitive agreement to acquire CareFusion in October 2014. Concurrent with the execution of this acquisition agreement, the Company secured $9.1 billion of fully committed bridge financing to ensure its ability to fund the cash portion of consideration due under the agreement, as well as to pay fees and expenses related to the acquisition. As part of its plan for permanently financing the cash requirements relative to this acquisition, the Company issued senior unsecured notes in December 2014 with a total aggregate principal amount of $6.2 billion. In the event the acquisition agreement is terminated, or in the event that the Company’s acquisition of CareFusion is not consummated on or prior to October 5, 2015, the senior unsecured notes issued will be redeemed in whole at a special mandatory redemption price as determined by the Company equal to 101% of the notes’ principal amount, plus accrued and unpaid interest, if any, to the date of redemption. Details regarding this debt issuance were as follows: | |||||
Interest Rate and Maturity | Aggregate | ||||
Principal | |||||
Amount | |||||
(Millions of | |||||
dollars) | |||||
Floating Rate Notes due June 15, 2016 | $ | 750 | |||
1.800% Notes due December 15, 2017 | 1,250 | ||||
2.675% Notes due December 15, 2019 | 1,250 | ||||
3.734% Notes due December 15, 2024 | 1,750 | ||||
4.685% Notes due December 15, 2044 | 1,200 | ||||
Total long-term debt issued in connection with pending CareFusion acquisition | $ | 6,200 | |||
Also in December 2014, the Company entered into a 364-day term loan agreement that provides for a $1.0 billion term loan facility, the proceeds under which may only be used to pay the cash consideration due pursuant to the CareFusion acquisition agreement, as well as to pay financing fees, other related fees and other expenses associated with the CareFusion acquisition. No borrowings were outstanding under this term loan facility at December 31, 2014. The $9.1 billion commitment under the bridge loan facility was automatically reduced by the net cash proceeds of the senior unsecured notes issued, as well as by the maximum borrowing capacity under the 364-day term loan facility and a further voluntary reduction of approximately $536 million. Accordingly, the commitment under the bridge credit agreement as of December 31, 2014 was $1.4 billion. | |||||
The Company has a commercial paper program in place to meet short-term financing needs, including working capital requirements, and borrowings outstanding under this program were $200 million at December 31, 2014. In January 2015, the Company entered into a second commercial paper program under which it may issue up to $1 billion in short-term, unsecured commercial paper notes. Proceeds under this program are expected to be used for general corporate purposes, including to finance the Company’s pending acquisition of CareFusion Corporation and to pay related fees and expenses. |
Accounting_Changes_Policies
Accounting Changes (Policies) | 3 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
New Accounting Principles Adopted and Not Yet Adopted | New Accounting Principles Adopted |
In June 2013, the Financial Accounting Standards Board (“FASB”) issued guidance that requires the netting of unrecognized tax benefits against a deferred tax asset for a loss or other carryforward that would apply in settlement of the uncertain tax positions. In March 2013, the FASB issued amendments to resolve diversity in practice relating to the release of cumulative translation adjustments into earnings upon the occurrence of certain derecognition events involving a foreign entity. The Company prospectively adopted both accounting standard updates, which did not impact its consolidated financial statements, on October 1, 2014. | |
New Accounting Principle Not Yet Adopted | |
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 is currently evaluating the impact that this new revenue recognition standard will have on its consolidated financial statements upon required adoption of the standard on October 1, 2017. Early adoption is not permitted. | |
ASC 450-20 Recognition Guidelines | 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). 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. |
Derivative Instruments and Hedging Activities | Foreign Currency Risks and Related Strategies |
The Company has foreign currency exposures throughout Europe, Asia Pacific, Canada, Japan 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. The offset of these gains or losses against the gains and losses on the underlying hedged items, as well as the hedging costs associated with the derivative instruments, is recognized in Other income (expense), net. | |
The total notional amounts of the Company’s outstanding foreign exchange contracts as of December 31, 2014 and September 30, 2014 were $ 2.3 billion and $1.8 billion, respectively. | |
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 $6 million, net of tax. The Company had no outstanding interest rate swaps designated as cash flow hedges as of December 31, 2014 or as of September 30, 2014. | |
The total notional amount of the Company’s outstanding interest rate swaps designated as fair value hedges was $375 million at December 31, 2014 and September 30, 2014. The outstanding swaps represent fixed-to-floating interest rate swap agreements the Company entered into, in March and September 2014, to convert the interest payments on $375 million of the Company’s 3.125% notes, due November 8, 2021, 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 gain recorded on these fair value hedges and the offsetting loss recorded on the underlying debt instrument was $10 million at December 31, 2014. | |
Other Risk Exposures | |
The Company purchases resins, which are oil-based components used in the manufacture of certain products. Significant increases in world oil prices that lead to increases in resin purchase costs could impact future operating results. From time to time, the Company has managed price risks associated with these commodity purchases. The Company had no outstanding commodity derivative contracts designated as cash flow hedges as of December 31, 2014 and September 30, 2014. | |
ASC 820 Fair Value Disclosures | The Company measures the fair value of forward exchange contracts and interest rate swaps based upon the present value of expected future cash flows using market-based observable inputs including credit risk, interest rate yield curves, foreign currency spot prices and forward prices. |
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 $10.4 billion and $4.1 billion at December 31, 2014 and September 30, 2014, respectively. | |
The contingent consideration liabilities were recognized as part of the consideration transferred by the Company for certain acquisitions. The fair values of the contingent consideration liabilities were estimated using probability-weighted discounted cash flow models that were based upon the probabilities assigned to the contingent events. The estimated fair values of the contingent consideration liabilities are remeasured at each reporting period based upon increases or decreases in the probability of the contingent payments. The increase to the total contingent consideration liability in the three months ended December 31, 2014 is attributable to a contingent consideration liability of $36 million recognized in connection with the Company’s acquisition of GenCell in the first quarter of fiscal year 2015. | |
The Company’s policy is to recognize any transfers into fair value measurement hierarchy levels and transfers out of levels at the beginning of each reporting period. There were no transfers in and out of Level 1, Level 2 or Level 3 measurements for the three months ended December 31, 2014 and 2013. |
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive (Loss) Income (Tables) | 3 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Equity [Abstract] | |||||||||||||||||
Accumulated Other Comprehensive (Loss) Income | The components and changes of Accumulated other comprehensive (loss) income for the three-month period ended December 31, 2014 were as follows: | ||||||||||||||||
(Millions of dollars) | Total | Foreign | Benefit Plans | Unrealized | |||||||||||||
Currency | Adjustments | Losses on | |||||||||||||||
Translation | Cash Flow | ||||||||||||||||
Adjustments | Hedges | ||||||||||||||||
Balance at September 30, 2014 | $ | (1,001 | ) | $ | (270 | ) | $ | (705 | ) | $ | (26 | ) | |||||
Other comprehensive income before reclassifications, net of taxes | (150 | ) | (141 | ) | — | (8 | ) | ||||||||||
Amounts reclassified into income, net of taxes (A) | 13 | — | 11 | 1 | |||||||||||||
Balance at December 31, 2014 | $ | (1,139 | ) | $ | (411 | ) | $ | (694 | ) | $ | (33 | ) | |||||
(A) | The reclassification amount related to benefit plans for the three months ended December 31, 2013 was $9 million. The benefit plan-related amounts were not reclassified into income in their entirety and these reclassifications were included in the computation of net periodic benefit plan costs. Additional details are provided in Note 8. The reclassification amount related to cash flow hedges for the three months ended December 31, 2013 was $1 million. The cash flow hedge-related reclassification amounts for the three months ended December 31, 2014 and 2013 were primarily recorded in Interest expense and additional details are provided in Note 11. | ||||||||||||||||
Earnings_per_Share_Tables
Earnings per Share (Tables) | 3 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
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 | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Average common shares outstanding | 192,844 | 194,203 | |||||||
Dilutive share equivalents from share-based plans | 4,156 | 3,907 | |||||||
Average common and common equivalent shares outstanding – assuming dilution | 197,000 | 198,110 | |||||||
Segment_Data_Tables
Segment Data (Tables) | 3 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Segment Reporting [Abstract] | |||||||||
Financial Information for Company's Segments | Financial information for the Company’s segments was as follows: | ||||||||
Three Months Ended | |||||||||
December 31, | |||||||||
(Millions of dollars) | 2014 | 2013 | |||||||
Revenues (A) | |||||||||
Medical | $ | 1,072 | $ | 1,064 | |||||
Life Sciences | 979 | 951 | |||||||
Total Revenues | $ | 2,051 | $ | 2,015 | |||||
Segment Operating Income | |||||||||
Medical | $ | 304 | $ | 294 | |||||
Life Sciences | 214 | 234 | |||||||
Total Segment Operating Income | 517 | 528 | |||||||
Unallocated Items (B) | (232 | ) (C) | (170 | ) | |||||
Income Before Income Taxes | $ | 285 | $ | 359 | |||||
(A) | Intersegment revenues are not material. | ||||||||
(B) | Includes primarily interest, net; foreign exchange; corporate expenses; share-based compensation expense; and acquisition-related costs. | ||||||||
(C) | Includes $44 million of financing costs, as well as $23 million of integration and transaction costs, associated with the pending CareFusion acquisition. Additional disclosures regarding this pending acquisition are provided in Note 9. Also includes a $12 million charge for RTI’s attorneys’ fees associated with the unfavorable verdict returned in the antitrust and false advertising lawsuit RTI filed against BD. For further discussion, refer to Note 5 in the notes to the financial statements. | ||||||||
Revenues by Geographic Areas | Revenues by geographic areas were as follows: | ||||||||
Three Months Ended | |||||||||
December 31, | |||||||||
(Millions of dollars) | 2014 | 2013 | |||||||
Revenues | |||||||||
United States | $ | 881 | $ | 849 | |||||
International | 1,170 | 1,166 | |||||||
Total Revenues | $ | 2,051 | $ | 2,015 | |||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 3 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
Assumptions for Estimation of Fair Values of Stock Appreciation Rights Granted During Reporting Periods | The fair values of stock appreciation rights granted during the annual share-based grants in November of 2014 and 2013, respectively, were estimated on the date of grant using a lattice-based binomial valuation model based on the following assumptions: | ||||||||
2015 | 2014 | ||||||||
Risk-free interest rate | 2.2 | % | 2.31 | % | |||||
Expected volatility | 19 | % | 19 | % | |||||
Expected dividend yield | 1.78 | % | 2 | % | |||||
Expected life | 7.6 years | 7.8 years | |||||||
Fair value derived | $ | 24.82 | $ | 19.9 |
Benefit_Plans_Tables
Benefit Plans (Tables) | 3 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | |||||||||||||||||
Net Pension and Other Postretirement Cost | Net pension and postretirement cost included the following components for the three months ended December 31: | ||||||||||||||||
Pension Plans | Other Postretirement | ||||||||||||||||
Benefits | |||||||||||||||||
(Millions of dollars) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Service cost | $ | 19 | $ | 18 | $ | 1 | $ | 1 | |||||||||
Interest cost | 22 | 23 | 2 | 3 | |||||||||||||
Expected return on plan assets | (31 | ) | (31 | ) | — | — | |||||||||||
Amortization of prior service credit | (4 | ) | (4 | ) | (1 | ) | — | ||||||||||
Amortization of loss | 17 | 12 | 1 | 1 | |||||||||||||
Net pension and postretirement cost | $ | 23 | $ | 17 | $ | 2 | $ | 4 | |||||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||
Components of Intangible Assets | Intangible assets consisted of: | ||||||||||||||||
December 31, 2014 | September 30, 2014 | ||||||||||||||||
(Millions of dollars) | Gross | Accumulated | Gross | Accumulated | |||||||||||||
Carrying | Amortization | Carrying | Amortization | ||||||||||||||
Amount | Amount | ||||||||||||||||
Amortized intangible assets | |||||||||||||||||
Core and developed technology | $ | 880 | $ | 384 | $ | 893 | $ | 379 | |||||||||
Product rights | 141 | 32 | 148 | 31 | |||||||||||||
Patents, trademarks, and other | 276 | 187 | 268 | 184 | |||||||||||||
Amortized intangible assets | $ | 1,297 | $ | 603 | $ | 1,308 | $ | 594 | |||||||||
Unamortized intangible assets | |||||||||||||||||
Acquired in-process research and development | $ | 124 | $ | 44 | |||||||||||||
Trademarks | 2 | 2 | |||||||||||||||
Unamortized intangible assets | $ | 126 | $ | 46 | |||||||||||||
Reconciliation of Goodwill by Business Segment | The following is a reconciliation of goodwill by business segment: | ||||||||||||||||
(Millions of dollars) | Medical | Life Sciences | Total | ||||||||||||||
Goodwill as of September 30, 2014 | $ | 482 | $ | 608 | $ | 1,090 | |||||||||||
Acquisitions (A) | — | 64 | 64 | ||||||||||||||
Currency translation/other (B) | (13 | ) | — | (13 | ) | ||||||||||||
Goodwill as of December 31, 2014 | $ | 469 | $ | 671 | $ | 1,140 | |||||||||||
(A) | Represents goodwill recognized upon the Company’s acquisition of GenCell in the first quarter of fiscal year 2015. | ||||||||||||||||
(B) | Includes amounts resulting from foreign currency translation as well as acquisition accounting adjustments. | ||||||||||||||||
Derivative_Instruments_and_Hed1
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||
Effects on Consolidated Balance Sheets | Effects on Consolidated Balance Sheets | ||||||||||
The location and amounts of derivative instrument fair values in the consolidated balance sheet are segregated below between designated, qualifying hedging instruments and ones that are not designated for hedge accounting. | |||||||||||
(Millions of dollars) | December 31, | September 30, | |||||||||
2014 | 2014 | ||||||||||
Asset derivatives-designated for hedge accounting | |||||||||||
Interest rate swaps | $ | 10 | $ | 3 | |||||||
Asset derivatives-undesignated for hedge accounting | |||||||||||
Forward exchange contracts | 22 | 20 | |||||||||
Total asset derivatives (A) | $ | 32 | $ | 23 | |||||||
Liability derivatives-undesignated for hedge accounting | |||||||||||
Forward exchange contracts | 16 | 14 | |||||||||
Total liability derivatives (B) | $ | 16 | $ | 14 | |||||||
(A) | All asset derivatives are included in Prepaid expenses, deferred taxes and other. | ||||||||||
(B) | All liability derivatives are included in Payables and accrued expenses. | ||||||||||
Undesignated Hedges | Undesignated hedges | ||||||||||
The location and amount of gains and losses recognized in income on derivatives not designated for hedge accounting were as follows: | |||||||||||
Derivatives Not Designated as Hedging Instruments | Location of Gain (Loss) | Amount of Gain (Loss) | |||||||||
Recognized in Income on Derivatives | Recognized in Income on | ||||||||||
Derivatives | |||||||||||
Three Months Ended | |||||||||||
December 31, | |||||||||||
(Millions of dollars) | 2014 | 2013 | |||||||||
Forward exchange contracts (A) | Other income (expense), net | $ | (2 | ) | $ | 6 | |||||
(A) | The gains and losses on forward contracts and currency options utilized to hedge the intercompany transactional foreign exchange exposures are largely offset by gains and losses on the underlying hedged items in Other income (expense), net. | ||||||||||
Financial_Instruments_and_Fair1
Financial Instruments and Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Values of Financial Instruments | The fair values of financial instruments, including those not recognized on the statement of financial position at fair value, carried at December 31, 2014 and September 30, 2014 are classified in accordance with the fair value hierarchy in the following tables: | ||||||||||||||||
Basis of Fair Value Measurement | |||||||||||||||||
(Millions of dollars) | December 31, | Quoted Prices in | Significant Other | Significant | |||||||||||||
2014 | Active Markets | Observable | Unobservable | ||||||||||||||
Total | for Identical | Inputs (Level 2) | Inputs (Level 3) | ||||||||||||||
Assets (Level 1) | |||||||||||||||||
Assets | |||||||||||||||||
Institutional money market investments | $ | 6,809 | $ | 6,809 | $ | — | $ | — | |||||||||
Interest rate swaps | 10 | — | 10 | — | |||||||||||||
Forward exchange contracts | 22 | — | 22 | — | |||||||||||||
Total Assets | $ | 6,840 | $ | 6,809 | $ | 32 | $ | — | |||||||||
Liabilities | |||||||||||||||||
Forward exchange contracts | $ | 16 | $ | — | $ | 16 | $ | — | |||||||||
Contingent consideration liabilities | 50 | — | — | 50 | |||||||||||||
Total Liabilities | $ | 67 | $ | — | $ | 16 | $ | 50 | |||||||||
Basis of Fair Value Measurement | |||||||||||||||||
(Millions of dollars) | September 30, | Quoted Prices in | Significant Other | Significant | |||||||||||||
2014 | Active Markets | Observable | Unobservable | ||||||||||||||
Total | for Identical | Inputs (Level 2) | Inputs (Level 3) | ||||||||||||||
Assets (Level 1) | |||||||||||||||||
Assets | |||||||||||||||||
Institutional money market investments | $ | 1,040 | $ | 1,040 | $ | — | $ | — | |||||||||
Interest rate swaps | 3 | — | 3 | — | |||||||||||||
Forward exchange contracts | 20 | — | 20 | — | |||||||||||||
Total Assets | $ | 1,063 | $ | 1,040 | $ | 23 | $ | — | |||||||||
Liabilities | |||||||||||||||||
Forward exchange contracts | $ | 14 | $ | — | $ | 14 | $ | — | |||||||||
Contingent consideration liabilities | 14 | — | — | 14 | |||||||||||||
Total Liabilities | $ | 29 | $ | — | $ | 14 | $ | 14 | |||||||||
Debt_Tables
Debt (Tables) | 3 Months Ended | ||||
Dec. 31, 2014 | |||||
Debt Disclosure [Abstract] | |||||
Schedule of Senior Unsecured Note Issued | Details regarding this debt issuance were as follows: | ||||
Interest Rate and Maturity | Aggregate | ||||
Principal | |||||
Amount | |||||
(Millions of | |||||
dollars) | |||||
Floating Rate Notes due June 15, 2016 | $ | 750 | |||
1.800% Notes due December 15, 2017 | 1,250 | ||||
2.675% Notes due December 15, 2019 | 1,250 | ||||
3.734% Notes due December 15, 2024 | 1,750 | ||||
4.685% Notes due December 15, 2044 | 1,200 | ||||
Total long-term debt issued in connection with pending CareFusion acquisition | $ | 6,200 | |||
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive (Loss) Income - Accumulated Other Comprehensive (Loss) Income (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive (loss) income, beginning balance | ($1,001) | |
Other comprehensive income before reclassifications, net of taxes | -150 | |
Amounts reclassified into income, net of taxes | 13 | |
Accumulated other comprehensive (loss) income, ending balance | -1,139 | |
Foreign Currency Translation Adjustments [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive (loss) income, beginning balance | -270 | |
Other comprehensive income before reclassifications, net of taxes | -141 | |
Accumulated other comprehensive (loss) income, ending balance | -411 | |
Benefit Plans Adjustments [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive (loss) income, beginning balance | -705 | |
Amounts reclassified into income, net of taxes | 11 | 9 |
Accumulated other comprehensive (loss) income, ending balance | -694 | |
Unrealized Losses on Cash Flow Hedges [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive (loss) income, beginning balance | -26 | |
Other comprehensive income before reclassifications, net of taxes | -8 | |
Amounts reclassified into income, net of taxes | 1 | 1 |
Accumulated other comprehensive (loss) income, ending balance | ($33) |
Accumulated_Other_Comprehensiv3
Accumulated Other Comprehensive (Loss) Income - Accumulated Other Comprehensive (Loss) Income (Parenthetical) (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Amounts reclassified into income | $13 | |
Benefit Plans Adjustments [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Amounts reclassified into income | 11 | 9 |
Unrealized Losses on Cash Flow Hedges [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Amounts reclassified into income | $1 | $1 |
Accumulated_Other_Comprehensiv4
Accumulated Other Comprehensive (Loss) Income - Additional Information (Detail) (USD $) | 3 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Tax expense (benefits) associated with reclassification adjustments | $50,000,000 | $88,000,000 |
Income tax benefit recorded for losses recognized in other comprehensive income relating to cash flow hedges | -5,000,000 | 0 |
Benefit Plans Adjustments [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Tax expense (benefits) associated with reclassification adjustments | ($6,000,000) | ($5,000,000) |
Earnings_per_Share_Weighted_Av
Earnings per Share - Weighted Average Common Shares Used in Computations of Basic and Diluted Earnings Per Share (Detail) | 3 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Earnings Per Share [Abstract] | ||
Average common shares outstanding | 192,844 | 194,203 |
Dilutive share equivalents from share-based plans | 4,156 | 3,907 |
Average common and common equivalent shares outstanding - assuming dilution | 197,000 | 198,110 |
Contingencies_Additional_Infor
Contingencies - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||
In Millions, unless otherwise specified | Nov. 10, 2014 | Sep. 19, 2013 | Nov. 09, 2009 | Sep. 30, 2013 | Jan. 15, 2015 | Dec. 31, 2014 |
RTI Technologies [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Damages awarded | $113.50 | $5 | ||||
Pre-tax charge relating to an unfavorable litigation verdict | 341 | |||||
Percentage of reduction in total fee recovery | 50.00% | |||||
RTI Technologies [Member] | Subsequent Event [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Damages awarded | 12 | |||||
Litigation settlement amount | $341 | |||||
CareFusion [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Acquisition agreement date | 5-Oct-14 |
Segment_Data_Additional_Inform
Segment Data - Additional Information (Detail) | 0 Months Ended |
Oct. 01, 2014 | |
Segment | |
Segment Reporting [Abstract] | |
Number of principal business segments | 2 |
Segment_Data_Financial_Informa
Segment Data - Financial Information for Company's Segments (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Segment Reporting Information [Line Items] | ||
Revenues | $2,051 | $2,015 |
Income Before Income Taxes | 285 | 359 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Income Before Income Taxes | 517 | 528 |
Corporate and All Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Income Before Income Taxes | -232 | -170 |
Medical [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,072 | 1,064 |
Income Before Income Taxes | 304 | 294 |
Life Sciences [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 979 | 951 |
Income Before Income Taxes | $214 | $234 |
Segment_Data_Financial_Informa1
Segment Data - Financial Information for Company's Segments (Parenthetical) (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Segment Reporting Information [Line Items] | |
Integration and transaction costs | $23 |
CareFusion [Member] | |
Segment Reporting Information [Line Items] | |
Financing costs | 44 |
Integration and transaction costs | 23 |
Corporate and All Other [Member] | CareFusion [Member] | |
Segment Reporting Information [Line Items] | |
Financing costs | 44 |
Integration and transaction costs | 23 |
Corporate and All Other [Member] | RTI Technologies [Member] | |
Segment Reporting Information [Line Items] | |
Increase in loss contingency accrual, relative to RTI matter | $12 |
Segment_Data_Revenues_by_Geogr
Segment Data - Revenues by Geographic Areas (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Revenues | $2,051 | $2,015 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Revenues | 881 | 849 |
International [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Revenues | $1,170 | $1,166 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Allocated share-based compensation expense | $48 | $42 |
Unrecognized compensation expense for all non-vested share-based awards | $199 | |
Weighted-average remaining life non-vested share-based awards | 2 years 6 months |
ShareBased_Compensation_Assump
Share-Based Compensation - Assumptions for Estimation of Fair Values of Stock Appreciation Rights Granted During Reporting Periods (Detail) (Stock Appreciation Rights (SARs) [Member], USD $) | 3 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Appreciation Rights (SARs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.20% | 2.31% |
Expected volatility | 19.00% | 19.00% |
Expected dividend yield | 1.78% | 2.00% |
Expected life | 7 years 7 months 6 days | 7 years 9 months 18 days |
Fair value derived | $24.82 | $19.90 |
Benefit_Plans_Net_Pension_and_
Benefit Plans - Net Pension and Other Postretirement Cost (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Pension Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $19 | $18 |
Interest cost | 22 | 23 |
Expected return on plan assets | -31 | -31 |
Amortization of prior service credit | -4 | -4 |
Amortization of loss | 17 | 12 |
Net pension and postretirement cost | 23 | 17 |
Other Postretirement Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 1 | 1 |
Interest cost | 2 | 3 |
Amortization of prior service credit | -1 | |
Amortization of loss | 1 | 1 |
Net pension and postretirement cost | $2 | $4 |
Benefit_Plans_Additional_Infor
Benefit Plans - Additional Information (Detail) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Compensation and Retirement Disclosure [Abstract] | |||
Postemployment benefit costs | $10 | $12 | |
Charge associated with workforce reduction actions | 36 | ||
Workforce reduction costs remaining liability | $24 |
Acquisitions_Definitive_Agreem1
Acquisitions Definitive Agreement to Acquire CareFusion Corporation - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Oct. 05, 2014 | Oct. 03, 2014 | |
Business Acquisition [Line Items] | |||
Share closing price | $115.84 | ||
Acquisition-related costs | $23,000,000 | ||
CareFusion [Member] | |||
Business Acquisition [Line Items] | |||
Total consideration transferred per share of acquiree | $58 | ||
Total consideration transferred | 12,200,000,000 | ||
Acquisition agreement date | 5-Oct-14 | ||
Percentage of equity interest acquired | 100.00% | ||
Total cash consideration | 10,100,000,000 | ||
Issued unsecured senior notes | 6,200,000,000 | ||
Shares issuable to stockholders | 2,100,000,000 | ||
Cash value of stock receivable under the agreement without interest | $49 | ||
Number of shares issued for each share of acquiree | 0.0777 | ||
Description of Shares issuable to stockholders | Under the terms of the transaction, CareFusion stockholders will receive $49.00 in cash, without interest, and 0.0777 of a share of BD for each share of CareFusion. Using the Companybs closing price as of October 3, 2014 of $115.84 would result in a total cost of $58.00 per CareFusion share. The value of the consideration transferred for accounting purposes will ultimately be based on the closing share price of the Companybs stock on the last trading day prior to the closing date of the transaction, and could materially change. | ||
Financing costs | 44,000,000 | ||
Acquisition-related costs | $23,000,000 |
Intangible_Assets_Components_o
Intangible Assets - Components of Intangible Assets (Detail) (USD $) | Dec. 31, 2014 | Sep. 30, 2014 |
In Millions, unless otherwise specified | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $1,297 | $1,308 |
Accumulated Amortization | 603 | 594 |
Unamortized intangible assets, Total | 126 | 46 |
Acquired In-Process Research and Development [Member] | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Unamortized intangible assets, Total | 124 | 44 |
Trademarks [Member] | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Unamortized intangible assets, Total | 2 | 2 |
Core and Developed Technology [Member] | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 880 | 893 |
Accumulated Amortization | 384 | 379 |
Product Rights [Member] | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 141 | 148 |
Accumulated Amortization | 32 | 31 |
Patents, Trademarks, and Other [Member] | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 276 | 268 |
Accumulated Amortization | $187 | $184 |
Intangible_Assets_Additional_I
Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill And Intangible Assets [Line Items] | ||
Intangible amortization expense | $20 | $21 |
GenCell Biosystems [Member] | ||
Goodwill And Intangible Assets [Line Items] | ||
Increase in intangible assets | $80 |
Intangible_Assets_Reconciliati
Intangible Assets - Reconciliation of Goodwill by Business Segment (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $1,090 |
Acquisitions | 64 |
Currency translation/other | -13 |
Goodwill, ending balance | 1,140 |
Medical [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 482 |
Currency translation/other | -13 |
Goodwill, ending balance | 469 |
Life Sciences [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 608 |
Acquisitions | 64 |
Goodwill, ending balance | $671 |
Derivative_Instruments_and_Hed2
Derivative Instruments and Hedging Activities - Additional Information (Detail) (USD $) | 3 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Reclassification of terminated interest rate swaps to interest expense within the next 12 months | $6,000,000 | ||
Fixed to Floating Interest Rate Swaps Agreements [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional amount | 375,000,000 | 375,000,000 | |
Interest rate | 3.13% | ||
Interest rate swap agreement conversion description | The outstanding swaps represent fixed-to-floating interest rate swap agreements the Company entered into, in March and September 2014, to convert the interest payments on $375 million of the Company's 3.125% notes, due November 8, 2021, from the fixed rate to a floating interest rate based on LIBOR. | ||
Financial instruments related to hedges, maturity date | 8-Nov-21 | ||
Gain recorded on fair value hedges | 10,000,000 | ||
Offsetting loss recorded on underlying debt | -10,000,000 | ||
Commodity Forward Contracts [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional amount | 0 | 0 | |
Forward Exchange Contracts [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional amount | 2,300,000,000 | 1,800,000,000 | |
Interest Rate Swaps [Member] | CareFusion [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional amount | 2,300,000,000 | ||
Interest Rate Swaps [Member] | Cash Flow Hedges [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional amount | 0 | 0 | |
Interest Rate Swaps [Member] | Cash Flow Hedges [Member] | CareFusion [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Loss recognized in other comprehensive income (loss) | $8,000,000 | $0 |
Derivative_Instruments_and_Hed3
Derivative Instruments and Hedging Activities - Effects on Consolidated Balance Sheets (Detail) (USD $) | Dec. 31, 2014 | Sep. 30, 2014 |
In Millions, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | $32 | $23 |
Liability derivatives | 16 | 14 |
Derivatives Designated as Hedging Instruments [Member] | Interest Rate Swaps [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 10 | 3 |
Derivatives Not Designated as Hedging Instruments [Member] | Forward Exchange Contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 22 | 20 |
Liability derivatives | $16 | $14 |
Derivative_Instruments_and_Hed4
Derivative Instruments and Hedging Activities - Undesignated Hedges (Detail) (Derivatives Not Designated as Hedging Instruments [Member], Forward Exchange Contracts [Member], Other Income (Expense), Net [Member], USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Derivatives Not Designated as Hedging Instruments [Member] | Forward Exchange Contracts [Member] | Other Income (Expense), Net [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of Gain (Loss) Recognized in Income on Derivatives | ($2) | $6 |
Financial_Instruments_and_Fair2
Financial Instruments and Fair Value Measurements - Fair Values of Financial Instruments (Detail) (USD $) | Dec. 31, 2014 | Sep. 30, 2014 |
In Millions, unless otherwise specified | ||
Assets | ||
Institutional money market investments | $6,809 | $1,040 |
Interest rate swaps | 10 | 3 |
Forward exchange contracts | 22 | 20 |
Total Assets | 6,840 | 1,063 |
Liabilities | ||
Forward exchange contracts | 16 | 14 |
Contingent consideration liabilities | 50 | 14 |
Total Liabilities | 67 | 29 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Assets | ||
Institutional money market investments | 6,809 | 1,040 |
Total Assets | 6,809 | 1,040 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets | ||
Interest rate swaps | 10 | 3 |
Forward exchange contracts | 22 | 20 |
Total Assets | 32 | 23 |
Liabilities | ||
Forward exchange contracts | 16 | 14 |
Total Liabilities | 16 | 14 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Liabilities | ||
Contingent consideration liabilities | 50 | 14 |
Total Liabilities | $50 | $14 |
Financial_Instruments_and_Fair3
Financial Instruments and Fair Value Measurements - Additional Information (Detail) (USD $) | 3 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Remaining cash equivalents | $1,731,000,000 | $821,000,000 | |
Maturity period of cash equivalents at the time of purchase | Three months or less | ||
Fair value of long-term debt | 10,400,000,000 | 4,100,000,000 | |
Transfer of assets in and out of level 1, 2 and 3 measurements during the period | 0 | 0 | |
Transfer of liabilities in and out of level 1, 2 and 3 measurements during the period | 0 | 0 | |
GenCell Biosystems [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration liability recognized in connection with acquisition | $36,000,000 | ||
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_De
Debt - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2014 | Oct. 05, 2014 | Jan. 31, 2015 | |
Debt Instrument [Line Items] | ||||
Reduction on bridge loan | $536,000,000 | $536,000,000 | ||
Commercial Paper Program [Member] | ||||
Debt Instrument [Line Items] | ||||
Short term borrowings | 200,000,000 | 200,000,000 | ||
Second Commercial Paper Program [Member] | ||||
Debt Instrument [Line Items] | ||||
Short term borrowings | 0 | 0 | ||
Subsequent Event [Member] | Second Commercial Paper Program [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 1,000,000,000 | |||
Senior Unsecured Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face value | 6,200,000,000 | 6,200,000,000 | ||
Senior unsecured notes, redemption percentage | 101.00% | |||
Bridge Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Bridge loan financing,to fund cash portion of payment to acquire business | 1,400,000,000 | 9,100,000,000 | ||
Term Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 1,000,000,000 | 1,000,000,000 | ||
Short term borrowings | $0 | $0 | ||
Short term debt description | Also in December 2014, the Company entered into a 364-day term loan agreement that provides for a $1.0 billion term loan facility, the proceeds under which may only be used to pay the cash consideration due pursuant to the CareFusion acquisition agreement, as well as to pay financing fees, other related fees and other expenses associated with the CareFusion acquisition. |
Debt_Schedule_of_Senior_Unsecu
Debt - Schedule of Senior Unsecured Note Issued (Detail) (USD $) | Dec. 31, 2014 | Sep. 30, 2014 |
Debt Instrument [Line Items] | ||
Aggregate Principal Amount | $9,940,000,000 | $3,768,000,000 |
CareFusion [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate Principal Amount | 6,200,000,000 | |
Floating Rate Notes due June 15, 2016 [Member] | CareFusion [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate Principal Amount | 750,000,000 | |
1.800% Notes due December 15, 2017 [Member] | CareFusion [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate Principal Amount | 1,250,000,000 | |
2.675% Notes due December 15, 2019 [Member] | CareFusion [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate Principal Amount | 1,250,000,000 | |
3.734% Notes due December 15, 2024 [Member] | CareFusion [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate Principal Amount | 1,750,000,000 | |
4.685% Notes due December 15, 2044 [Member] | CareFusion [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate Principal Amount | $1,200,000,000 |
Debt_Schedule_of_Senior_Unsecu1
Debt - Schedule of Senior Unsecured Note Issued (Parenthetical) (Detail) | 3 Months Ended |
Dec. 31, 2014 | |
Floating Rate Notes due June 15, 2016 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Maturity Date | 15-Jun-16 |
1.800% Notes due December 15, 2017 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate | 1.80% |
Debt Instrument, Maturity Date | 15-Dec-17 |
2.675% Notes due December 15, 2019 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate | 2.68% |
Debt Instrument, Maturity Date | 15-Dec-19 |
3.734% Notes due December 15, 2024 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate | 3.73% |
Debt Instrument, Maturity Date | 15-Dec-24 |
4.685% Notes due December 15, 2044 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate | 4.69% |
Debt Instrument, Maturity Date | 15-Dec-44 |