þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Ohio | 31-0958666 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
7000 Cardinal Place, Dublin, Ohio | 43017 |
(Address of principal executive offices) | (Zip Code) |
(614) 757-5000 | |
(Registrant’s telephone number, including area code) |
Large accelerated filer þ | Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Cardinal Health, Inc. and Subsidiaries | ||
Table of Contents |
Item | Index* | Page |
1 | ||
2 | ||
3 | ||
4 | ||
1 | ||
1A | ||
2 | ||
5 | ||
6 | ||
* | Items not listed are inapplicable. |
Cardinal Health, Inc. and Subsidiaries | ||
Part I. Financial Information |
Three Months Ended December 31 | Six Months Ended December 31 | ||||||||||||||
(in millions, except per common share amounts) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Revenue | $ | 25,537 | $ | 22,240 | $ | 49,607 | $ | 46,763 | |||||||
Cost of products sold | 24,083 | 20,895 | 46,813 | 44,155 | |||||||||||
Gross margin | 1,454 | 1,345 | 2,794 | 2,608 | |||||||||||
Operating expenses: | |||||||||||||||
Distribution, selling, general and administrative expenses | 815 | 766 | 1,590 | 1,497 | |||||||||||
Restructuring and employee severance | 7 | 10 | 26 | 20 | |||||||||||
Amortization and other acquisition-related costs | 60 | 56 | 112 | 105 | |||||||||||
Impairments and (gain)/loss on disposal of assets, net | (18 | ) | 9 | (18 | ) | 9 | |||||||||
Litigation (recoveries)/charges, net | 44 | (15 | ) | 72 | (13 | ) | |||||||||
Operating earnings | 546 | 519 | 1,012 | 990 | |||||||||||
Other income, net | (1 | ) | (6 | ) | (4 | ) | (10 | ) | |||||||
Interest expense, net | 36 | 33 | 70 | 66 | |||||||||||
Loss on extinguishment of debt | 60 | — | 60 | — | |||||||||||
Earnings before income taxes and discontinued operations | 451 | 492 | 886 | 934 | |||||||||||
Provision for income taxes | 162 | 217 | 331 | 320 | |||||||||||
Earnings from continuing operations | 289 | 275 | 555 | 614 | |||||||||||
Earnings from discontinued operations, net of tax | — | 3 | — | 3 | |||||||||||
Net earnings | $ | 289 | $ | 278 | $ | 555 | $ | 617 | |||||||
Basic earnings per common share: | |||||||||||||||
Continuing operations | $ | 0.87 | $ | 0.80 | $ | 1.66 | $ | 1.80 | |||||||
Discontinued operations | — | 0.01 | — | 0.01 | |||||||||||
Net basic earnings per common share | $ | 0.87 | $ | 0.81 | $ | 1.66 | $ | 1.81 | |||||||
Diluted earnings per common share: | |||||||||||||||
Continuing operations | $ | 0.86 | $ | 0.79 | $ | 1.65 | $ | 1.78 | |||||||
Discontinued operations | — | 0.01 | — | 0.01 | |||||||||||
Net diluted earnings per common share | $ | 0.86 | $ | 0.80 | $ | 1.65 | $ | 1.79 | |||||||
Weighted-average number of common shares outstanding: | |||||||||||||||
Basic | 331 | 342 | 333 | 341 | |||||||||||
Diluted | 334 | 346 | 337 | 345 | |||||||||||
Cash dividends declared per common share | $ | 0.3425 | $ | 0.3025 | $ | 0.6850 | $ | 0.6050 |
Cardinal Health, Inc. and Subsidiaries | ||
Three Months Ended December 31 | Six Months Ended December 31 | ||||||||||||||
(in millions) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Net earnings | $ | 289 | $ | 278 | $ | 555 | $ | 617 | |||||||
Other comprehensive income/(loss): | |||||||||||||||
Net change in foreign currency translation adjustments | (40 | ) | 4 | (64 | ) | 28 | |||||||||
Net unrealized gain/(loss) on derivative instruments, net of tax | (9 | ) | 3 | (9 | ) | 3 | |||||||||
Total other comprehensive income/(loss), net of tax | (49 | ) | 7 | (73 | ) | 31 | |||||||||
Total comprehensive income | $ | 240 | $ | 285 | $ | 482 | $ | 648 |
Cardinal Health, Inc. and Subsidiaries | ||
(in millions) | December 31, 2014 | June 30, 2014 | |||||
(Unaudited) | |||||||
Assets | |||||||
Current assets: | |||||||
Cash and equivalents | $ | 2,881 | $ | 2,865 | |||
Trade receivables, net | 5,653 | 5,380 | |||||
Inventories, net | 9,408 | 8,266 | |||||
Prepaid expenses and other | 1,213 | 1,428 | |||||
Total current assets | 19,155 | 17,939 | |||||
Property and equipment, net | 1,415 | 1,459 | |||||
Goodwill and other intangibles, net | 5,876 | 5,870 | |||||
Other assets | 802 | 765 | |||||
Total assets | $ | 27,248 | $ | 26,033 | |||
Liabilities and Shareholders’ Equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 13,602 | $ | 12,149 | |||
Current portion of long-term obligations and other short-term borrowings | 270 | 801 | |||||
Other accrued liabilities | 2,158 | 2,165 | |||||
Total current liabilities | 16,030 | 15,115 | |||||
Long-term obligations, less current portion | 3,706 | 3,171 | |||||
Deferred income taxes and other liabilities | 1,412 | 1,346 | |||||
Shareholders’ equity: | |||||||
Preferred shares, without par value: | |||||||
Authorized—500 thousand shares, Issued—none | — | — | |||||
Common shares, without par value: | |||||||
Authorized—755 million shares, Issued—364 million shares at December 31, 2014 and June 30, 2014 | 2,973 | 2,980 | |||||
Retained earnings | 5,100 | 4,774 | |||||
Common shares in treasury, at cost: 34 million shares and 27 million shares at December 31, 2014 and June 30, 2014, respectively | (1,970 | ) | (1,423 | ) | |||
Accumulated other comprehensive income/(loss) | (3 | ) | 70 | ||||
Total shareholders’ equity | 6,100 | 6,401 | |||||
Total liabilities and shareholders’ equity | $ | 27,248 | $ | 26,033 |
Cardinal Health, Inc. and Subsidiaries | ||
Six Months Ended December 31 | |||||||
(in millions) | 2014 | 2013 | |||||
Cash flows from operating activities: | |||||||
Net earnings | $ | 555 | $ | 617 | |||
Earnings from discontinued operations, net of tax | — | (3 | ) | ||||
Earnings from continuing operations | 555 | 614 | |||||
Adjustments to reconcile earnings from continuing operations to net cash provided by operating activities: | |||||||
Depreciation and amortization | 220 | 234 | |||||
Loss on extinguishment of debt | 60 | — | |||||
Gain on sale of other investments | (5 | ) | — | ||||
Impairments and (gain)/loss on disposal of assets, net | (18 | ) | 9 | ||||
Share-based compensation | 53 | 48 | |||||
Provision for bad debts | 26 | 29 | |||||
Change in operating assets and liabilities, net of effects from acquisitions: | |||||||
Decrease/(increase) in trade receivables | (291 | ) | 1,420 | ||||
Increase in inventories | (1,137 | ) | (100 | ) | |||
Increase/(decrease) in accounts payable | 1,438 | (1,088 | ) | ||||
Other accrued liabilities and operating items, net | 113 | (178 | ) | ||||
Net cash provided by operating activities | 1,014 | 988 | |||||
Cash flows from investing activities: | |||||||
Acquisition of subsidiaries, net of cash acquired | (86 | ) | (50 | ) | |||
Additions to property and equipment | (83 | ) | (90 | ) | |||
Purchase of available-for-sale securities and other investments | (107 | ) | — | ||||
Proceeds from sale of available-for-sale securities and other investments | 107 | — | |||||
Proceeds from maturities of available-for-sale securities | 16 | — | |||||
Proceeds from divestitures and disposal of held for sale assets | 53 | — | |||||
Net cash used in investing activities | (100 | ) | (140 | ) | |||
Cash flows from financing activities: | |||||||
Net change in short-term borrowings | (18 | ) | 73 | ||||
Reduction of long-term obligations | (1,220 | ) | (1 | ) | |||
Proceeds from long-term obligations, net of issuance costs | 1,182 | — | |||||
Net proceeds from issuance of common shares | 35 | 139 | |||||
Tax proceeds from share-based compensation | 42 | 39 | |||||
Dividends on common shares | (233 | ) | (208 | ) | |||
Purchase of treasury shares | (686 | ) | (50 | ) | |||
Net cash used in financing activities | (898 | ) | (8 | ) | |||
Net increase in cash and equivalents | 16 | 840 | |||||
Cash and equivalents at beginning of period | 2,865 | 1,901 | |||||
Cash and equivalents at end of period | $ | 2,881 | $ | 2,741 |
Cardinal Health, Inc. and Subsidiaries | ||
Notes to Condensed Consolidated Financial Statements |
Cardinal Health, Inc. and Subsidiaries | ||
Notes to Condensed Consolidated Financial Statements (continued) |
Three Months Ended December 31 | |||||||
(in millions) | 2014 | 2013 | |||||
Employee-related costs (1) | $ | 5 | $ | 4 | |||
Facility exit and other costs (2) | 2 | 6 | |||||
Total restructuring and employee severance | $ | 7 | $ | 10 |
Six Months Ended December 31 | |||||||
(in millions) | 2014 | 2013 | |||||
Employee-related costs (1) | $ | 21 | $ | 8 | |||
Facility exit and other costs (2) | 5 | 12 | |||||
Total restructuring and employee severance | $ | 26 | $ | 20 |
(1) | Employee-related costs primarily consist of termination benefits provided to employees who have been involuntarily terminated and duplicate payroll costs during transition periods. |
(2) | Facility exit and other costs primarily consist of lease termination costs, accelerated depreciation, equipment relocation costs, project consulting fees and costs associated with restructuring our delivery of information technology infrastructure services. |
(in millions) | Employee- Related Costs | Facility Exit and Other Costs | Total | ||||||||
Balance at June 30, 2014 | $ | 24 | $ | — | $ | 24 | |||||
Additions | 18 | 1 | 19 | ||||||||
Payments and other adjustments | (18 | ) | — | (18 | ) | ||||||
Balance at December 31, 2014 | $ | 24 | $ | 1 | $ | 25 |
(in millions) | Pharmaceutical | Medical | Total | ||||||||
Balance at June 30, 2014 | $ | 2,158 | $ | 2,720 | $ | 4,878 | |||||
Goodwill acquired, net of purchase price adjustments | 21 | 50 | 71 | ||||||||
Foreign currency translation adjustments and other | — | (20 | ) | (20 | ) | ||||||
Balance at December 31, 2014 | $ | 2,179 | $ | 2,750 | $ | 4,929 |
December 31, 2014 | |||||||||||
(in millions) | Gross Intangible | Accumulated Amortization | Net Intangible | ||||||||
Indefinite-life intangibles: | |||||||||||
Trademarks and other | $ | 14 | $ | — | $ | 14 | |||||
Total indefinite-life intangibles | 14 | — | 14 | ||||||||
Definite-life intangibles: | |||||||||||
Customer relationships | 1,041 | 434 | 607 | ||||||||
Trademarks, trade names and patents | 225 | 79 | 146 | ||||||||
Developed technology and other | 295 | 115 | 180 | ||||||||
Total definite-life intangibles | 1,561 | 628 | 933 | ||||||||
Total other intangible assets | $ | 1,575 | $ | 628 | $ | 947 |
June 30, 2014 | |||||||||||
(in millions) | Gross Intangible | Accumulated Amortization | Net Intangible | ||||||||
Indefinite-life intangibles: | |||||||||||
Trademarks and other | $ | 14 | $ | — | $ | 14 | |||||
Total indefinite-life intangibles | 14 | — | 14 | ||||||||
Definite-life intangibles: | |||||||||||
Customer relationships | 1,043 | 388 | 655 | ||||||||
Trademarks, trade names and patents | 213 | 69 | 144 | ||||||||
Developed technology and other | 258 | 79 | 179 | ||||||||
Total definite-life intangibles | 1,514 | 536 | 978 | ||||||||
Total other intangible assets | $ | 1,528 | $ | 536 | $ | 992 |
Cardinal Health, Inc. and Subsidiaries | ||
Notes to Condensed Consolidated Financial Statements (continued) |
(in millions) | December 31, 2014 | June 30, 2014 | |||||
Current available-for-sale securities: | |||||||
Commercial paper | $ | 14 | $ | 4 | |||
Treasury bills | — | 85 | |||||
International bonds | 1 | 1 | |||||
Corporate bonds | 5 | 3 | |||||
U.S. agency bonds | 25 | — | |||||
U.S. agency mortgage-backed securities | 6 | — | |||||
Total current available-for-sale securities | 51 | 93 | |||||
Long-term available-for-sale securities: | |||||||
Corporate bonds | 9 | 5 | |||||
U.S. agency bonds | 7 | 2 | |||||
U.S. agency mortgage-backed securities | 21 | — | |||||
Total long-term available-for-sale securities | 37 | 7 | |||||
Total available-for-sale securities | $ | 88 | $ | 100 |
(in millions) | December 31, 2014 | June 30, 2014 | |||||
1.7% Notes due 2018 | $ | 401 | $ | 401 | |||
1.9% Notes due 2017 | 250 | 251 | |||||
2.4% Notes due 2019 | 449 | — | |||||
3.2% Notes due 2022 | 249 | 248 | |||||
3.2% Notes due 2023 | 549 | 549 | |||||
3.5% Notes due 2024 | 398 | — | |||||
4.0% Notes due 2015 | — | 513 | |||||
4.5% Notes due 2044 | 345 | — | |||||
4.6% Notes due 2043 | 349 | 349 | |||||
4.625% Notes due 2020 | 525 | 525 | |||||
5.8% Notes due 2016 | — | 301 | |||||
5.85% Notes due 2017 | — | 158 | |||||
6.0% Notes due 2017 | — | 197 | |||||
7.0% Debentures due 2026 | 124 | 124 | |||||
7.8% Debentures due 2016 | 37 | 37 | |||||
Other obligations | 300 | 319 | |||||
Total | $ | 3,976 | $ | 3,972 | |||
Less: current portion of long-term obligations and other short-term borrowings | 270 | 801 | |||||
Long-term obligations, less current portion | $ | 3,706 | $ | 3,171 |
Cardinal Health, Inc. and Subsidiaries | ||
Notes to Condensed Consolidated Financial Statements (continued) |
Cardinal Health, Inc. and Subsidiaries | ||
Notes to Condensed Consolidated Financial Statements (continued) |
Cardinal Health, Inc. and Subsidiaries | ||
Notes to Condensed Consolidated Financial Statements (continued) |
December 31, 2014 | |||||||||||||||
(in millions) | Level 1 | Level 2 | Level 3 | Total | |||||||||||
Cash equivalents (1) | $ | 212 | $ | — | $ | — | $ | 212 | |||||||
Forward contracts (2) | — | — | — | — | |||||||||||
Available-for-sale securities (3) | — | 88 | — | 88 | |||||||||||
Other investments (4) | 112 | — | — | 112 | |||||||||||
Total | $ | 324 | $ | 88 | $ | — | $ | 412 |
June 30, 2014 | |||||||||||||||
(in millions) | Level 1 | Level 2 | Level 3 | Total | |||||||||||
Cash equivalents (1) | $ | 740 | $ | — | $ | — | $ | 740 | |||||||
Forward contracts (2) | — | 10 | — | 10 | |||||||||||
Available-for-sale securities (3) | — | 100 | — | 100 | |||||||||||
Other investments (4) | 106 | — | — | 106 | |||||||||||
Total | $ | 846 | $ | 110 | $ | — | $ | 956 |
(1) | Cash equivalents are comprised of highly liquid investments purchased with a maturity of three months or less. The carrying value of these cash equivalents approximates fair value due to their short-term maturities. |
(2) | The fair value of interest rate swaps, foreign currency contracts and commodity contracts is determined based on the present value of expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Observable Level 2 inputs are used to determine the present value of expected future cash flows. The fair value of these derivative contracts, which are subject to master netting arrangements under certain circumstances, is presented on a gross basis in the condensed consolidated balance sheets. |
(3) | We invest in marketable securities, which are classified as available-for-sale and are carried at fair value in the condensed consolidated balance sheets. Observable Level 2 inputs such as quoted prices for similar securities, interest rate spreads, yield curves and credit risk are used to determine the fair value. See Note 5 for additional information regarding available-for-sale securities. |
(4) | The other investments balance includes investments in mutual funds, which are used to offset fluctuations in deferred compensation liabilities. These mutual funds primarily invest in the equity securities of companies with large market capitalization and high quality fixed income debt securities. The fair value of these investments is determined using quoted market prices. |
Cardinal Health, Inc. and Subsidiaries | ||
Notes to Condensed Consolidated Financial Statements (continued) |
(in millions) | December 31, 2014 | June 30, 2014 | |||||
Estimated fair value | $ | 4,089 | $ | 4,115 | |||
Carrying amount | 3,976 | 3,972 |
(in millions) | Foreign Currency Translation Adjustments | Unrealized Gain/(Loss) on Derivatives, net of tax | Accumulated Other Comprehensive Income/(Loss) | ||||||||
Balance at June 30, 2014 | $ | 63 | $ | 7 | $ | 70 | |||||
Other comprehensive loss, net of tax before reclassifications | (64 | ) | (9 | ) | (73 | ) | |||||
Amounts reclassified to earnings | — | — | — | ||||||||
Total other comprehensive loss, net of tax of $5 million | (64 | ) | (9 | ) | (73 | ) | |||||
Balance at December 31, 2014 | $ | (1 | ) | $ | (2 | ) | $ | (3 | ) |
Three Months Ended December 31 | |||||
(in millions) | 2014 | 2013 | |||
Weighted-average common shares–basic | 331 | 342 | |||
Effect of dilutive securities: | |||||
Employee stock options, restricted share units and performance share units | 3 | 4 | |||
Weighted-average common shares–diluted | 334 | 346 |
Six Months Ended December 31 | |||||
(in millions) | 2014 | 2013 | |||
Weighted-average common shares–basic | 333 | 341 | |||
Effect of dilutive securities: | |||||
Employee stock options, restricted share units and performance share units | 4 | 4 | |||
Weighted-average common shares–diluted | 337 | 345 |
Cardinal Health, Inc. and Subsidiaries | ||
Notes to Condensed Consolidated Financial Statements (continued) |
Three Months Ended December 31 | |||||||
(in millions) | 2014 | 2013 | |||||
Pharmaceutical | $ | 22,627 | $ | 19,443 | |||
Medical | 2,914 | 2,799 | |||||
Total segment revenue | 25,541 | 22,242 | |||||
Corporate (1) | (4 | ) | (2 | ) | |||
Total revenue | $ | 25,537 | $ | 22,240 |
Six Months Ended December 31 | |||||||
(in millions) | 2014 | 2013 | |||||
Pharmaceutical (2) | $ | 43,836 | $ | 41,256 | |||
Medical | 5,766 | 5,511 | |||||
Total segment revenue | 49,602 | 46,767 | |||||
Corporate (1) | 5 | (4 | ) | ||||
Total revenue | $ | 49,607 | $ | 46,763 |
(1) | Corporate revenue consists of the elimination of inter-segment revenue and other revenue not allocated to the segments. |
(2) | Our pharmaceutical distribution contract with Walgreen Co. expired on August 31, 2013. |
Three Months Ended December 31 | |||||||
(in millions) | 2014 | 2013 | |||||
Pharmaceutical | $ | 542 | $ | 482 | |||
Medical | 115 | 131 | |||||
Total segment profit | 657 | 613 | |||||
Corporate | (111 | ) | (94 | ) | |||
Total operating earnings | $ | 546 | $ | 519 |
Six Months Ended December 31 | |||||||
(in millions) | 2014 | 2013 | |||||
Pharmaceutical | $ | 992 | $ | 916 | |||
Medical | 229 | 238 | |||||
Total segment profit | 1,221 | 1,154 | |||||
Corporate | (209 | ) | (164 | ) | |||
Total operating earnings | $ | 1,012 | $ | 990 |
Three Months Ended December 31 | |||||||
(in millions) | 2014 | 2013 | |||||
Restricted share unit expense | $ | 18 | $ | 15 | |||
Employee stock option expense | 5 | 5 | |||||
Performance share unit expense | 5 | 4 | |||||
Total share-based compensation | $ | 28 | $ | 24 |
Cardinal Health, Inc. and Subsidiaries | ||
Notes to Condensed Consolidated Financial Statements (continued) |
Six Months Ended December 31 | |||||||
(in millions) | 2014 | 2013 | |||||
Restricted share unit expense | $ | 34 | $ | 31 | |||
Employee stock option expense | 10 | 10 | |||||
Performance share unit expense | 9 | 7 | |||||
Total share-based compensation | $ | 53 | $ | 48 |
(in millions, except per share amounts) | Stock Options | Weighted-Average Exercise Price per Common Share | ||||
Outstanding at June 30, 2014 | 10 | $ | 39.16 | |||
Granted | 1 | 71.57 | ||||
Exercised | (2 | ) | 39.05 | |||
Canceled and forfeited | — | — | ||||
Outstanding at December 31, 2014 | 9 | $ | 44.28 | |||
Exercisable at December 31, 2014 | 5 | $ | 35.91 |
(in millions, except contractual lives) | December 31, 2014 | June 30, 2014 | |||||
Aggregate intrinsic value of outstanding options at period end | $ | 329 | $ | 282 | |||
Aggregate intrinsic value of exercisable options at period end | $ | 246 | $ | 185 | |||
Weighted-average remaining contractual life of outstanding options (in years) | 6 | 6 | |||||
Weighted-average remaining contractual life of exercisable options (in years) | 5 | 4 |
(in millions, except per share amounts) | Restricted Share Units | Weighted-Average Grant Date Fair Value per Share | ||||
Nonvested at June 30, 2014 | 3 | $ | 45.65 | |||
Granted | 1 | 71.89 | ||||
Vested | (1 | ) | 44.41 | |||
Canceled and forfeited | — | — | ||||
Nonvested at December 31, 2014 | 3 | $ | 56.83 |
(in millions, except per share amounts) | Performance Share Units | Weighted-Average Grant Date Fair Value per Share | ||||
Nonvested at June 30, 2014 | 0.9 | $ | 44.41 | |||
Granted | 0.2 | 66.78 | ||||
Vested (1) | (0.2 | ) | 41.59 | |||
Canceled and forfeited | — | — | ||||
Nonvested at December 31, 2014 | 0.9 | $ | 50.61 |
(1) | Vested based on achievement of 120 percent of the target performance goal. |
Cardinal Health, Inc. and Subsidiaries | ||
Financial Review |
Cardinal Health, Inc. and Subsidiaries | ||
Financial Review (continued) |
Three Months Ended December 31 | ||||||||||
(in millions) | 2014 | 2013 | Change | |||||||
Pharmaceutical | $ | 22,627 | $ | 19,443 | 16 | % | ||||
Medical | 2,914 | 2,799 | 4 | % | ||||||
Total segment revenue | 25,541 | 22,242 | 15 | % | ||||||
Corporate | (4 | ) | (2 | ) | N.M. | |||||
Total revenue | $ | 25,537 | $ | 22,240 | 15 | % |
Six Months Ended December 31 | ||||||||||
(in millions) | 2014 | 2013 | Change | |||||||
Pharmaceutical | $ | 43,836 | $ | 41,256 | 6 | % | ||||
Medical | 5,766 | 5,511 | 5 | % | ||||||
Total segment revenue | 49,602 | 46,767 | 6 | % | ||||||
Corporate | 5 | (4 | ) | N.M. | ||||||
Total revenue | $ | 49,607 | $ | 46,763 | 6 | % |
Three Months Ended December 31 | ||||||||||
(in millions) | 2014 | 2013 | Change | |||||||
Gross margin | $ | 1,454 | $ | 1,345 | 8 | % |
Six Months Ended December 31 | ||||||||||
(in millions) | 2014 | 2013 | Change | |||||||
Gross margin | $ | 2,794 | $ | 2,608 | 7 | % |
Three Months Ended December 31 | ||||||||||
(in millions) | 2014 | 2013 | Change | |||||||
SG&A expenses | $ | 815 | $ | 766 | 6 | % |
Six Months Ended December 31 | ||||||||||
(in millions) | 2014 | 2013 | Change | |||||||
SG&A expenses | $ | 1,590 | $ | 1,497 | 6 | % |
Three Months Ended December 31 | ||||||||||
(in millions) | 2014 | 2013 | Change | |||||||
Pharmaceutical | $ | 542 | $ | 482 | 12 | % | ||||
Medical | 115 | 131 | (12 | )% | ||||||
Total segment profit | 657 | 613 | 7 | % | ||||||
Corporate | (111 | ) | (94 | ) | N.M. | |||||
Total operating earnings | $ | 546 | $ | 519 | 5 | % |
Cardinal Health, Inc. and Subsidiaries | ||
Financial Review (continued) |
Six Months Ended December 31 | ||||||||||
(in millions) | 2014 | 2013 | Change | |||||||
Pharmaceutical | $ | 992 | $ | 916 | 8 | % | ||||
Medical | 229 | 238 | (4 | )% | ||||||
Total segment profit | 1,221 | 1,154 | 6 | % | ||||||
Corporate | (209 | ) | (164 | ) | N.M. | |||||
Total operating earnings | $ | 1,012 | $ | 990 | 2 | % |
Three Months Ended December 31 | |||||||||
(in millions) | 2014 | 2013 | Change | ||||||
Restructuring and employee severance | $ | 7 | $ | 10 | N.M. | ||||
Amortization and other acquisition-related costs | 60 | 56 | N.M. | ||||||
Impairments and (gain)/loss on disposal of assets, net | (18 | ) | 9 | N.M. | |||||
Litigation (recoveries)/charges, net | 44 | (15 | ) | N.M. |
Six Months Ended December 31 | |||||||||
(in millions) | 2014 | 2013 | Change | ||||||
Restructuring and employee severance | $ | 26 | $ | 20 | N.M. | ||||
Amortization and other acquisition-related costs | 112 | 105 | N.M. | ||||||
Impairments and (gain)/loss on disposal of assets, net | (18 | ) | 9 | N.M. | |||||
Litigation (recoveries)/charges, net | 72 | (13 | ) | N.M. |
Three Months Ended December 31 | ||||||||||
(in millions) | 2014 | 2013 | Change | |||||||
Other income, net | $ | (1 | ) | $ | (6 | ) | N.M. | |||
Interest expense, net | 36 | 33 | 10 | % | ||||||
Loss on extinguishment of debt | 60 | — | N.M. |
Six Months Ended December 31 | ||||||||||
(in millions) | 2014 | 2013 | Change | |||||||
Other income, net | $ | (4 | ) | $ | (10 | ) | N.M. | |||
Interest expense, net | 70 | 66 | 6 | % | ||||||
Loss on extinguishment of debt | 60 | — | N.M. |
Cardinal Health, Inc. and Subsidiaries | ||
Financial Review (continued) |
Cardinal Health, Inc. and Subsidiaries | ||
Financial Review (continued) |
(in millions) | 2015 | 2016 to 2017 | 2018 to 2019 | There-after | Total | ||||||||||||||
Long-term debt and short-term borrowings (1) | $ | 270 | $ | 311 | $ | 403 | $ | 2,992 | $ | 3,976 | |||||||||
Interest on long-term debt | 70 | 262 | 226 | 1,042 | 1,600 | ||||||||||||||
Total long-term and short-term obligations | $ | 340 | $ | 573 | $ | 629 | $ | 4,034 | $ | 5,576 |
(1) | Represents maturities of our long-term debt obligations and other short-term borrowings. See Note 6 of the “Notes to Consolidated Financial Statements” for further information. |
Cardinal Health, Inc. and Subsidiaries | ||
Cardinal Health, Inc. and Subsidiaries | ||
Part II. Other Information |
Issuer Purchases of Equity Securities | |||||||||||||
Period | Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Program (2) | Approximate Dollar Value of Shares That May Yet be Purchased Under the Program (2) (in millions) | |||||||||
October 1-31, 2014 | 3,124,188 | $ | 74.12 | 3,121,186 | $ | 1,136 | |||||||
November 1-30, 2014 | 1,158,561 | 80.05 | 1,158,458 | 1,043 | |||||||||
December 1-31, 2014 | 114 | 82.00 | — | 1,043 | |||||||||
Total | 4,282,863 | $ | 75.72 | 4,279,644 | $ | 1,043 |
(1) | Includes 181, 103 and 114 common shares purchased in October, November and December 2014, respectively, through a rabbi trust as investments of participants in our Deferred Compensation Plan and 2,821 common shares tendered in October 2014 to satisfy tax withholding and pay the exercise price upon exercise of outstanding stock options. |
(2) | On October 29, 2013, our Board of Directors approved a $1.0 billion share repurchase program, which expires on December 31, 2016. On August 6, 2014, our Board of Directors authorized an additional $1.0 billion under this share repurchase program. During the three months ended December 31, 2014, we repurchased $324 million of our common shares under this program. |
Cardinal Health, Inc. and Subsidiaries | ||
Part II. Other Information |
Cardinal Health, Inc. and Subsidiaries | ||
Exhibit Number | Exhibit Description |
3.1 | Amended and Restated Articles of Incorporation of Cardinal Health, Inc., as amended (incorporated by reference to Exhibit 3.1 to Cardinal Health’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, File No. 1-11373) |
3.2 | Cardinal Health, Inc. Restated Code of Regulations (incorporated by reference to Exhibit 3.2 to Cardinal Health’s Current Report on Form 8-K filed on August 10, 2012, File No. 1-11373) |
4.1 | 2.400% Notes due 2019 (incorporated by reference to Exhibit 4.1 to Cardinal Health's Current Report on Form 8-K filed on November 19, 2014, File No. 1-11373) |
4.2 | 3.500% Notes due 2024 (incorporated by reference to Exhibit 4.2 to Cardinal Health's Current Report on Form 8-K filed on November 19, 2014, File No. 1-11373) |
4.3 | 4.500% Notes due 2044 (incorporated by reference to Exhibit 4.3 to Cardinal Health's Current Report on Form 8-K filed on November 19, 2014, File No. 1-11373) |
10.1 | Restricted Share Units Agreement, dated November 4, 2014, between Cardinal Health, Inc. and Jeffrey W. Henderson (incorporated by reference to Exhibit 10.2 to Cardinal Health’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, File No. 1-11373) |
10.2 | First Amendment and Joinder, dated as of November 3, 2014, to the Fourth Amended and Restated Receivables Purchase Agreement, dated as of November 1, 2013 (incorporated by reference to Exhibit 10.3 to Cardinal Health’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, File No. 1-11373) |
10.3 | Sixth Amended and Restated Performance Guaranty, dated as of November 3, 2014, executed by Cardinal Health, Inc. in favor of Cardinal Health Funding, LLC (incorporated by reference to Exhibit 10.4 to Cardinal Health's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, File No. 1-11373) |
10.4 | Cardinal Health, Inc. Management Incentive Plan (incorporated by reference to Exhibit 10.1 of Cardinal Health's Current Report on Form 8-K filed on November 10, 2014, File No. 1-11373) |
12.1 | Computation of Ratio of Earnings to Fixed Charges |
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 | Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
99.1 | Statement Regarding Forward-Looking Information |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
Cardinal Health, Inc. | ||
Date: | February 3, 2015 | /s/ GEORGE S. BARRETT |
George S. Barrett | ||
Chairman and Chief Executive Officer | ||
/s/ MICHAEL C. KAUFMANN | ||
Michael C. Kaufmann | ||
Chief Financial Officer |
Exhibit 12.1 | ||
Cardinal Health, Inc. and Subsidiaries |
Fiscal Year Ended June 30 | Six Months Ended December 31, 2014 | ||||||||||||||||||||||
(in millions, except ratios) | 2010 | 2011 | 2012 | 2013 | 2014 | ||||||||||||||||||
Earnings before income taxes and discontinued operations | $ | 1,211.6 | $ | 1,518.3 | $ | 1,698.1 | $ | 888.3 | $ | 1,798.3 | $ | 886.0 | |||||||||||
Plus fixed charges: | |||||||||||||||||||||||
Interest expense | 125.5 | 95.2 | 92.3 | 119.2 | 129.4 | 70.0 | |||||||||||||||||
Capitalized interest | 2.9 | 5.7 | 6.0 | 1.7 | 1.2 | 0.7 | |||||||||||||||||
Amortization of debt offering costs | 9.9 | 1.8 | 2.8 | 3.5 | 3.6 | 2.0 | |||||||||||||||||
Interest portion of rent expense | 6.0 | 7.1 | 7.8 | 8.3 | 9.8 | 4.7 | |||||||||||||||||
Fixed charges | 144.3 | 109.8 | 108.9 | 132.7 | 144.0 | 77.4 | |||||||||||||||||
Plus: amortization of capitalized interest | 6.5 | 5.3 | 3.2 | 3.4 | 2.9 | 1.2 | |||||||||||||||||
Less: capitalized interest | (2.9 | ) | (5.7 | ) | (6.0 | ) | (1.7 | ) | (1.2 | ) | (0.7 | ) | |||||||||||
Earnings | $ | 1,359.5 | $ | 1,627.7 | $ | 1,804.2 | $ | 1,022.7 | $ | 1,944.0 | $ | 963.9 | |||||||||||
Ratio of earnings to fixed charges (1) | 9.4 | 14.8 | 16.6 | 7.7 | 13.5 | 12.5 |
(1) | The ratio of earnings to fixed charges is computed by dividing fixed charges into earnings before income taxes and discontinued operations plus fixed charges and capitalized interest. Fixed charges include interest expense, amortization of debt offering costs and the portion of rent expense that is deemed to be representative of the interest factor. Interest expense recorded on tax exposures has been recorded in income tax expense and has therefore been excluded from the calculation. |
Exhibit 31.1 |
1. | I have reviewed this Form 10-Q of Cardinal Health, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ GEORGE S. BARRETT | |
George S. Barrett | |
Chairman and Chief Executive Officer |
Exhibit 31.2 |
1. | I have reviewed this Form 10-Q of Cardinal Health, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ MICHAEL C. KAUFMANN | |
Michael C. Kaufmann | |
Chief Financial Officer |
Exhibit 32.1 |
(1) | the Quarterly Report on Form 10-Q for the quarter ended December 31, 2014 containing the financial statements of the Company (the “Periodic Report”), which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and |
(2) | the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ GEORGE S. BARRETT | |
George S. Barrett | |
Chairman and Chief Executive Officer |
/s/ MICHAEL C. KAUFMANN | |
Michael C. Kaufmann | |
Chief Financial Officer |
Exhibit 99.1 |
• | competitive pressures in the markets in which we operate, including pricing pressures; |
• | increasing consolidation in the healthcare industry, which could give the resulting enterprises greater bargaining power and may increase pressure on prices for our products and services; |
• | uncertainties due to government healthcare reform; |
• | changes to the prescription drug reimbursement formula and related reporting requirements for generic pharmaceuticals under Medicaid; |
• | material reductions in purchases, non-renewal or early termination of contracts or delinquencies, defaults or insolvencies by key customers; |
• | risks associated with the generic pharmaceutical sourcing venture with CVS Health Corporation, including those relating to our ability to realize the expected benefits from the sourcing venture; |
• | actions of regulatory bodies and other governmental authorities, including the U.S. Drug Enforcement Administration ("DEA"), the U.S. Food and Drug Administration, the U.S. Nuclear Regulatory Commission, the U.S. Department of Health and Human Services, the U.S. Federal Trade Commission, various state boards of pharmacy, state health departments, state insurance departments or comparable agencies or foreign equivalents that could delay, limit or suspend product development, manufacturing, distribution, importation or sales or result in warning letters, recalls, seizures, injunctions and monetary sanctions; |
• | the possibility of civil fines levied against us (in excess of the reserve we have accrued) by the U.S. Department of Justice for conduct covered by the settlement agreement that we entered into in connection with the DEA's suspension of our Lakeland, Florida distribution center's registration to distribute controlled substances; |
• | the loss of, or default by, one or more key suppliers for which alternative suppliers may not be readily available; |
• | unfavorable changes to the terms of key customer or supplier relationships, or changes in customer mix; |
• | changes in manufacturers' pricing, selling, inventory, distribution or supply policies or practices; |
• | changes in hospital buying groups or hospital buying practices; |
• | changes in the frequency or magnitude of brand or generic pharmaceutical price appreciation, restrictions in the amount of inventory available to us, or changes in the timing or frequency of generic launches or the introduction of brand pharmaceuticals; |
• | uncertainties relating to market conditions for pharmaceuticals; |
• | uncertainties relating to demand for our products and services; |
• | changes in the distribution or outsourcing pattern for pharmaceutical and medical/surgical products and services, including an increase in direct and limited distribution; |
• | the costs, difficulties and uncertainties related to the integration of acquired businesses, including liabilities relating to the operations or activities of such businesses prior to their acquisition; |
• | uncertainties relating to our ability to achieve the anticipated results from the acquisition of Access Closure, Inc.; |
• | risks arising from certain of our businesses being Medicare-certified suppliers and participating in state Medicaid programs, which may require meeting defined quality standards and maintaining accreditation to receive reimbursement as well as compliance with applicable billing, payment and record-keeping requirements; |
• | risks arising from possible violations of the U.S. Foreign Corrupt Practices Act, Chinese anti-corruption laws and other similar anti-corruption laws in other jurisdictions and U.S. and foreign export control, trade embargo and customs laws; |
• | risks arising from possible violations of healthcare fraud and abuse laws; |
• | our ability to introduce and market new products and our ability to keep pace with advances in technology; |
• | our ability to maintain adequate intellectual property protections; |
• | changes in laws or in the interpretation or application of laws or regulations, as well as possible failures to comply with applicable laws or regulations, including as a result of possible misinterpretations or misapplications; |
• | the continued financial viability and success of our customers and suppliers; |
• | costs or claims resulting from potential errors or defects in our manufacturing of medical devices or other products or in our compounding, repackaging, information systems or pharmacy management services that may injure persons or damage property or operations, including costs from remediation efforts or recalls; |
• | the results, costs, effects or timing of any commercial disputes, government contract compliance matters, patent infringement claims, qui tam actions or other legal proceedings; |
• | the costs, effects, timing or success of restructuring programs or plans; |
• | significant charges to earnings if goodwill or intangible assets become impaired; |
• | increased costs for commodities used in the Medical segment including various components, compounds, raw materials or energy such as oil-based resins, cotton, latex and other commodities; |
• | shortages in commodities, components, compounds, raw materials or energy used by our businesses, including supply disruptions of radioisotopes; |
• | the risks of counterfeit products in the supply chain; |
• | risks associated with global operations, including the effect of local economic environments, inflation, recession, currency volatility and global competition, in addition to risks associated with compliance with U.S and international laws relating to global operations; |
• | difficulties or delays in the development, production, manufacturing, sourcing and marketing of new or existing products and services, including difficulties or delays associated with obtaining requisite regulatory consents or approvals associated with those activities; |
• | disruption or damage to or failure of our information or controls systems or a data security breach; |
• | disruptions to the proper functioning of our critical facilities, including our national logistics center; |
• | uncertainties relating to general political, business, industry, regulatory and market conditions; |
• | adverse changes in U.S. or foreign tax laws, unfavorable challenges to our tax positions and payments to settle these challenges; and |
• | other factors described in “Item 1A: Risk Factors” of the 2014 Form 10-K. |
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Available-for-Sale Securities (Narrative) (Details) (USD $)
In Millions, unless otherwise specified |
6 Months Ended |
---|---|
Dec. 31, 2014
|
|
Schedule of Available-for-sale Securities [Line Items] | |
Other than Temporary Impairment Losses, Investments, Available-for-sale Securities | $ 0 |
Short Term | |
Schedule of Available-for-sale Securities [Line Items] | |
Weighted average effective maturity | 9 months |
Long Term | |
Schedule of Available-for-sale Securities [Line Items] | |
Weighted average effective maturity | 16 months |
Segment Information (Segment Profit by Reportable Segment) (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Dec. 31, 2014
|
Dec. 31, 2013
|
Dec. 31, 2014
|
Dec. 31, 2013
|
|
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Operating earnings | $ 546 | $ 519 | $ 1,012 | $ 990 |
Pharmaceutical | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Operating earnings | 542 | 482 | 992 | 916 |
Medical | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Operating earnings | 115 | 131 | 229 | 238 |
Reportable Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Operating earnings | 657 | 613 | 1,221 | 1,154 |
Corporate | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Operating earnings | $ (111) | $ (94) | $ (209) | $ (164) |
Shareholders' Equity (Narrative) (Details) (Treasury Shares, USD $)
In Millions, except Per Share data, unless otherwise specified |
6 Months Ended | |
---|---|---|
Dec. 31, 2014
|
Dec. 31, 2013
|
|
Treasury Shares
|
||
Treasury shares acquired (using Cost Method), Shares | 9.1 | 1.0 |
Treasury shares acquired (using Cost Method), Value | $ 684 | $ 50 |
Treasury Stock Acquired, Average Cost Per Share | $ 75.00 | $ 51.65 |
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