Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

May 9, 2019

Documents

Table of Contents
 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2019
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 001-4802
Becton, Dickinson and Company
(Exact name of registrant as specified in its charter)
New Jersey
 
22-0760120
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
1 Becton Drive, Franklin Lakes, New Jersey 07417-1880
 
(201) 847-6800
(Address of principal executive offices) (Zip Code)
 
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
ý
  
Accelerated filer
 
¨
Non-accelerated filer
 
¨
 
Smaller reporting company
 
¨
Emerging growth company
 
¨
 
 
 
 
 
 
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol
 
Name of Each Exchange on
Which Registered
Common stock, par value $1.00
 
BDX
 
New York Stock Exchange
Depositary Shares, each representing a 1/20th interest in a share of 6.125% Cumulative Preferred Stock Series A
 
BDXA
 
New York Stock Exchange
0.368% Notes due June 6, 2019
 
BDX19D
 
New York Stock Exchange
1.000% Notes due December 15, 2022
 
BDX22A
 
New York Stock Exchange
1.900% Notes due December 15, 2026
 
BDX26
 
New York Stock Exchange
1.401% Notes due May 24, 2023
 
BDX23A
 
New York Stock Exchange
3.020% Notes due May 24, 2025
 
BDX25
 
New York Stock Exchange
There were 269,731,903 shares of Common Stock, $1.00 par value, outstanding at March 31, 2019.



 


BECTON, DICKINSON AND COMPANY
FORM 10-Q
For the quarterly period ended March 31, 2019
TABLE OF CONTENTS
 
 
Page
Number
Part I.
FINANCIAL INFORMATION
 
 
 
 
Item 1.
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
Part II.
 
 
 
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
 
 
 
 
 
 
 
 

2


ITEM 1. FINANCIAL STATEMENTS
BECTON, DICKINSON AND COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
Millions of dollars
 
March 31,
2019
 
September 30,
2018
Assets
(Unaudited)
 
 
Current Assets:
 
 
 
Cash and equivalents
$
686

 
$
1,140

Restricted cash
81

 
96

Short-term investments
10

 
17

Trade receivables, net
2,279

 
2,319

Inventories:
 
 
 
Materials
555

 
510

Work in process
325

 
297

Finished products
1,748

 
1,644

 
2,627

 
2,451

Assets held for sale
—

 
137

Prepaid expenses and other
1,161

 
1,251

Total Current Assets
6,844

 
7,411

Property, Plant and Equipment
10,875

 
10,485

Less allowances for depreciation and amortization
5,402

 
5,111

Property, Plant and Equipment, Net
5,473

 
5,375

Goodwill
23,513

 
23,600

Developed Technology, Net
11,625

 
12,184

Customer Relationships, Net
3,564

 
3,723

Other Intangibles, Net
518

 
534

Other Assets
1,061

 
1,078

Total Assets
$
52,598

 
$
53,904

Liabilities and Shareholders’ Equity
 
 
 
Current Liabilities:
 
 
 
Short-term debt
$
3,057

 
$
2,601

Payables and accrued expenses
4,050

 
4,615

Total Current Liabilities
7,108

 
7,216

Long-Term Debt
17,556

 
18,894

Long-Term Employee Benefit Obligations
815

 
1,056

Deferred Income Taxes and Other
5,810

 
5,743

Commitments and Contingencies (See Note 5)


 


Shareholders’ Equity
 
 
 
Preferred stock
2

 
2

Common stock
347

 
347

Capital in excess of par value
16,177

 
16,179

Retained earnings
12,792

 
12,596

Deferred compensation
23

 
22

Common stock in treasury - at cost
(6,192
)
 
(6,243
)
Accumulated other comprehensive loss
(1,839
)
 
(1,909
)
Total Shareholders’ Equity
21,309

 
20,994

Total Liabilities and Shareholders’ Equity
$
52,598

 
$
53,904

Amounts may not add due to rounding.
See notes to condensed consolidated financial statements

3


BECTON, DICKINSON AND COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
Millions of dollars, except per share data
(Unaudited)
 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
 
2019
 
2018
 
2019
 
2018
Revenues
$
4,195

 
$
4,222

 
$
8,355

 
$
7,302

Cost of products sold
2,221

 
2,616

 
4,408

 
4,143

Selling and administrative expense
1,089

 
1,056

 
2,161

 
1,829

Research and development expense
252

 
259

 
510

 
451

Acquisitions and other restructurings
101

 
104

 
191

 
458

Other operating expense, net
396

 
—

 
61

 
—

Total Operating Costs and Expenses
4,059

 
4,036

 
7,332

 
6,881

Operating Income
136

 
186

 
1,024

 
422

Interest expense
(171
)
 
(185
)
 
(342
)
 
(343
)
Interest income
18

 
4

 
6

 
48

Other income (expense), net
20

 
1

 
30

 
(15
)
Income Before Income Taxes
3

 
6

 
718

 
111

Income tax (benefit) provision
(17
)
 
18

 
98

 
260

Net Income (Loss)
20

 
(12
)
 
619

 
(148
)
Preferred stock dividends
(38
)
 
(38
)
 
(76
)
 
(76
)
Net (loss) income applicable to common shareholders
$
(18
)
 
$
(50
)
 
$
544

 
$
(224
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic (Loss) Earnings per Share
$
(0.07
)
 
$
(0.19
)
 
$
2.02

 
$
(0.90
)
Diluted (Loss) Earnings per Share
$
(0.07
)
 
$
(0.19
)
 
$
1.98

 
$
(0.90
)
Dividends per Common Share
$
0.77

 
$
0.75

 
$
1.54

 
$
1.50

Amounts may not add due to rounding.
See notes to condensed consolidated financial statements

4


BECTON, DICKINSON AND COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Millions of dollars
(Unaudited)
 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
 
2019
 
2018
 
2019
 
2018
Net Income (Loss)
$
20

 
$
(12
)
 
$
619

 
$
(148
)
Other Comprehensive Income (Loss), Net of Tax
 
 
 
 
 
 
 
Foreign currency translation adjustments
76

 
128

 
42

 
92

Defined benefit pension and postretirement plans
13

 
(90
)
 
28

 
(72
)
Cash flow hedges
(1
)
 
(2
)
 
—

 
(1
)
Other Comprehensive Income, Net of Tax
88

 
36

 
70

 
18

Comprehensive Income (Loss)
$
108

 
$
24

 
$
689

 
$
(130
)
Amounts may not add due to rounding.
See notes to condensed consolidated financial statements

5


BECTON, DICKINSON AND COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Millions of dollars
(Unaudited)
 
Six Months Ended
March 31,
 
2019
 
2018
Operating Activities
 
 
 
Net income (loss)
$
619

 
$
(148
)
Adjustments to net income (loss) to derive net cash provided by operating activities:
 
 
 
Depreciation and amortization
1,126

 
844

Share-based compensation
152

 
207

Deferred income taxes
(109
)
 
(400
)
Change in operating assets and liabilities
(531
)
 
702

Pension obligation
(202
)
 
(72
)
Excess tax benefits from payments under share-based compensation plans
38

 
56

Gain on sale of business
(335
)
 
—

Product liability-related charge
331

 
—

Other, net
(63
)
 
(172
)
Net Cash Provided by Operating Activities
1,027

 
1,017

Investing Activities
 
 
 
Capital expenditures
(362
)
 
(391
)
Proceeds from sale of investments, net
5

 
7

Acquisitions of businesses, net of cash acquired
—

 
(15,006
)
Proceeds from divestitures, net
477

 
100

Other, net
(90
)
 
(84
)
Net Cash Provided by (Used for) Investing Activities
30

 
(15,373
)
Financing Activities
 
 
 
Change in credit facility borrowings
—

 
380

Proceeds from long-term debt and term loans
—

 
3,622

Payments of debt and term loans
(905
)
 
(1,833
)
Dividends paid
(491
)
 
(449
)
Other, net
(135
)
 
(155
)
Net Cash (Used for) Provided by Financing Activities
(1,532
)
 
1,565

Effect of exchange rate changes on cash and equivalents and restricted cash
5

 
29

Net decrease in cash and equivalents and restricted cash
(469
)
 
(12,762
)
Opening Cash and Equivalents and Restricted Cash
1,236

 
14,179

Closing Cash and Equivalents and Restricted Cash
$
767

 
$
1,417

 
 
 
 
Non-Cash Investing Activities
 
 
 
Fair value of shares issued as acquisition consideration
$
—

 
$
8,004

Fair value of equity awards issued as acquisition consideration
$
—

 
$
613

Amounts may not add due to rounding.
See notes to condensed consolidated financial statements

6


BECTON, DICKINSON AND COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2019
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 Becton, Dickinson and Company (the "Company"), include all adjustments which are of a normal recurring nature, necessary for a fair presentation of the financial position and the results of operations and cash flows for the periods presented. However, the financial statements do not include all information and accompanying notes required for a presentation in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s 2018 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.
Note 2 – Accounting Changes
New Accounting Principles Adopted
On October 1, 2018, the Company adopted Accounting Standards Codification Topic 606, "Revenue from Contracts with Customers" ("ASC 606") using the modified retrospective method. Under ASC 606, revenue is recognized upon the transfer of control of goods or services to customers and reflects the amount of consideration to which a reporting entity expects to be entitled in exchange for those goods or services. The Company assessed the impact of this new standard on its consolidated financial statements based upon a review of contracts that were not completed as of October 1, 2018. Amounts presented in the Company's financial statements for the prior-year periods have not been revised and are reflective of the revenue recognition requirements which were in effect for those periods. This accounting standard adoption, which is further discussed in Note 6, did not materially impact any line items of the Company's consolidated income statements and balance sheet.
On October 1, 2018, the Company retrospectively adopted an accounting standard update which requires all components of net periodic pension and postretirement benefit costs to be disaggregated from the service cost component and to be presented on the income statement outside a subtotal of income from operations, if one is presented. Upon the Company's adoption of the accounting standard update, which did not have a material impact on its consolidated financial statements, all components of the Company’s net periodic pension and postretirement benefit costs, aside from service cost, are recorded to Other income (expense), net on its consolidated income statements for all periods presented. Revisions of prior-year period amounts were estimated based upon previously disclosed amounts.
On October 1, 2018, the Company adopted an accounting standard update which requires that the income tax effects of intercompany sales or transfers of assets, except those involving inventory, be recognized in the income statement as income tax expense (or benefit) in the period that the sale or transfer occurs. The Company adopted this accounting standard update, which did not have a material impact on its consolidated financial statements, using the modified retrospective method.
New Accounting Principle Not Yet Adopted
In February 2016, the FASB issued a new lease accounting standard which requires lessees to recognize lease assets and lease liabilities on the balance sheet.  The new standard also requires expanded disclosures regarding leasing arrangements.  The Company will adopt the standard on October 1, 2019 and continues to evaluate the impact on its consolidated financial statements.

7


Note 3 – Shareholders' Equity
Changes in certain components of shareholders' equity for the first two quarters of fiscal years 2019 and 2018 were as follows:
 
Common
Stock  Issued
at Par Value
 
Capital in
Excess of
Par Value
 
Retained
Earnings
 
Deferred
Compensation
 
Treasury Stock
(Millions of dollars)
Shares (in
thousands)
 
Amount
Balance at September 30, 2018
$
347

 
$
16,179

 
$
12,596

 
$
22

 
(78,463
)
 
$
(6,243
)
Net income
—

 
—

 
599

 
—

 
—

 
—

Common dividends ($0.77 per share)
—

 
—

 
(207
)
 
—

 
—

 
—

Preferred dividends
—

 
—

 
(38
)
 
—

 
—

 
—

Common stock issued for share-based compensation and other plans, net
—

 
(97
)
 
—

 
2

 
851

 
9

Share-based compensation
—

 
92

 
—

 
—

 
—

 
—

Common stock held in trusts, net (a)
—

 
—

 
—

 
—

 
(12
)
 
—

Effect of changes in accounting principles (see Note 2)
—

 
—

 
68

 
—

 
—

 
—

Balance at December 31, 2018
$
347

 
$
16,174

 
$
13,018

 
$
24

 
(77,624
)
 
$
(6,235
)
Net income
—

 
—

 
20

 
—

 
—

 
—

Common dividends ($0.77 per share)
—

 
—

 
(208
)
 
—

 
—

 
—

Preferred dividends
—

 
—

 
(38
)
 
—

 
—

 
—

Common stock issued for share-based compensation and other plans, net
—

 
(57
)
 
(1
)
 
(1
)
 
618

 
42

Share-based compensation
—

 
60

 
—

 
—

 
—

 
—

Common stock held in trusts, net (a)
—

 
—

 
—

 
—

 
50

 
—

Balance at March 31, 2019
$
347

 
$
16,177

 
$
12,792

 
$
23

 
(76,955
)
 
$
(6,192
)


8


 
Common
Stock  Issued
at Par Value
 
Capital in
Excess of
Par Value
 
Retained
Earnings
 
Deferred
Compensation
 
Treasury Stock
(Millions of dollars)
Shares (in
thousands)
 
Amount
Balance at September 30, 2017
$
347

 
$
9,619

 
$
13,111

 
$
19

 
(118,745
)
 
$
(8,427
)
Net loss
—

 
—

 
(136
)
 
—

 
—

 
—

Common dividends ($0.75 per share)
—

 
—

 
(172
)
 
—

 
—

 
—

Preferred dividends
—

 
—

 
(38
)
 
—

 
—

 
—

Common stock issued for acquisition
—

 
6,487

 
—

 
—

 
37,306

 
2,121

Common stock issued for share-based compensation and other plans, net
—

 
(51
)
 
—

 
—

 
1,021

 
(37
)
Share-based compensation
—

 
142

 
—

 
—

 
—

 
—

Common stock held in trusts, net (a)
—

 
—

 
—

 
—

 
(27
)
 
—

Balance at December 31, 2017
$
347

 
$
16,197

 
$
12,765

 
$
19

 
(80,445
)
 
$
(6,343
)
Net loss
—

 
—

 
(12
)
 
—

 
—

 
—

Common dividends ($0.75 per share)
—

 
—

 
(201
)
 
—

 
—

 
—

Preferred dividends
—

 
—

 
(38
)
 
—

 
—

 
—

Common stock issued for acquisition
—

 
(9
)
 
—

 
—

 
—

 
—

Common stock issued for share-based compensation and other plans, net
—

 
(94
)
 
(1
)
 
2

 
943

 
44

Share-based compensation
—

 
76

 
—

 
—

 
—

 
—

Common stock held in trusts, net (a)
—

 
—

 
—

 
—

 
17

 
—

Effect of changes in accounting principles (see Note 2)
—

 
—

 
103

 
—

 
—

 
—

Balance at March 31, 2018
$
347

 
$
16,170

 
$
12,616

 
$
21

 
(79,485
)
 
$
(6,300
)
(a)
Common stock held in trusts represents rabbi trusts in connection with deferred compensation under the Company’s employee salary and bonus deferral plan and directors’ deferral plan.
The components and changes of Accumulated other comprehensive income (loss) for the first two quarters of fiscal years 2019 and 2018 were as follows:
(Millions of dollars)
Total
 
Foreign Currency
Translation
 
Benefit Plans
 

Cash Flow Hedges
Balance at September 30, 2018
$
(1,909
)
 
$
(1,162
)
 
$
(729
)
 
$
(17
)
Other comprehensive (loss) income before reclassifications, net of taxes
(32
)
 
(35
)
 
3

 
(1
)
Amounts reclassified into income, net of taxes
14

 
—

 
13

 
1

Balance at December 31, 2018
$
(1,927
)
 
$
(1,197
)
 
$
(714
)
 
$
(16
)
Other comprehensive income (loss) before reclassifications, net of taxes
74

 
76

 
—

 
(2
)
Amounts reclassified into income, net of taxes
14

 
—

 
13

 
1

Balance at March 31, 2019
$
(1,839
)
 
$
(1,121
)
 
$
(701
)
 
$
(17
)


9


(Millions of dollars)
Total
 
Foreign Currency
Translation
 
Benefit Plans
 

Cash Flow Hedges
Balance at September 30, 2017
$
(1,723
)
 
$
(1,001
)
 
$
(703
)
 
$
(18
)
Other comprehensive loss before reclassifications, net of taxes
(36
)
 
(36
)
 
—

 
—

Amounts reclassified into income, net of taxes
18

 
—

 
17

 
1

Balance at December 31, 2017
$
(1,740
)
 
$
(1,037
)
 
$
(686
)
 
$
(17
)
Other comprehensive income before reclassifications, net of taxes
128

 
128

 
—

 
—

Amounts reclassified into income, net of taxes
11

 
—

 
9

 
2

Tax effects reclassified into retained earnings
(103
)
 
—

 
(99
)
 
(4
)
Balance at March 31, 2018
$
(1,704
)
 
$
(909
)
 
$
(776
)
 
$
(20
)
The amount of foreign currency translation recognized in other comprehensive income during the three and six months ended March 31, 2019 and 2018 included net (losses) gains relating to net investment hedges, as further discussed in Note 13. During the second quarter of 2018, as permitted under U.S. GAAP guidance, the Company reclassified stranded income tax effects on items within Accumulated other comprehensive income (loss) resulting from the enactment of new U.S. tax legislation to Retained earnings. The reclassified tax effects related to prior service credits and net actuarial losses relating to benefit plans, as well as to terminated cash flow hedges. The tax effects relating to these items are generally recognized as such amounts are amortized into earnings.
 
 
 
 
 
 
 
 
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
March 31,
 
Six Months Ended
March 31,
 
2019
 
2018
 
2019
 
2018
Average common shares outstanding
269,882

 
267,341

 
269,454

 
248,484

Dilutive share equivalents from share-based plans
—

 
—

 
4,975

 
—

Average common and common equivalent shares outstanding – assuming dilution
269,882

 
267,341

 
274,429

 
248,484

 
 
 
 
 
 
 
 
Share equivalents excluded from the diluted shares outstanding calculation because the result would have been antidilutive:
 
 
 
 
 
 
 
Mandatory convertible preferred stock
11,685

 
11,685

 
11,685

 
11,685

Share-based plans
4,405

 
6,352

 
—

 
5,439

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. GAAP, the Company establishes accruals to the extent probable future losses are estimable (in the case of environmental matters, without considering possible third-party recoveries). With respect to putative class action lawsuits in the United States and certain of the Canadian lawsuits described below relating to product liability matters, the Company is unable to estimate a range of reasonably possible losses for the following reasons: (i) all or certain of the proceedings are in early stages; (ii) the Company has not received and reviewed complete information regarding all or certain of the plaintiffs and their medical conditions; and/or (iii) there are significant factual issues to be resolved. In addition, there is uncertainty as to the likelihood of a class being certified or the ultimate size of the class. With respect to the investigative subpoena issued by the Department of Defense Inspector General and the Department of Health and Human Services and the civil investigative demand served by the Department of Justice, as discussed below, the Company is unable to estimate a range of reasonably possible losses for the following reasons: (i) all or certain of the proceedings are in early stages; and/or (ii) there are significant factual and legal issues to be resolved.

10


In view of the uncertainties discussed below, the Company could incur charges in excess of any currently established accruals and, to the extent available, liability insurance. In the opinion of management, any such future charges, individually or in the aggregate, could have a material adverse effect on the Company’s consolidated results of operations and consolidated cash flows.
Product Liability Matters
The Company believes that certain settlements and judgments, as well as legal defense costs, relating to product liability matters are or may be covered in whole or in part under its product liability insurance policies with a limited number of insurance carriers, or, in some circumstances, indemnification obligations to the Company from other parties, which if disputed, the Company intends to vigorously contest. Amounts recovered under the Company’s product liability insurance policies or indemnification arrangements may be less than the stated coverage limits or less than otherwise expected and may not be adequate to cover damages and/or costs relating to claims. In addition, there is no guarantee that insurers or other parties will pay claims or that coverage or indemnity will be otherwise available.
Hernia Product Claims
As of March 31, 2019, the Company is defending approximately 6,755 product liability claims involving the Company’s line of hernia repair devices (collectively, the “Hernia Product Claims”). The majority of those claims are currently pending in a coordinated proceeding in Rhode Island State Court, but claims are also pending in other state and/or federal court jurisdictions. In addition, those claims include multiple putative class actions in Canada. Generally, the Hernia Product Claims seek damages for personal injury allegedly resulting from use of the products. From time to time, the Company engages in resolution discussions with plaintiffs’ law firms regarding certain of the Hernia Product Claims, but the Company also intends to vigorously defend Hernia Product Claims that do not settle, including through litigation. Trials are scheduled throughout 2019 in various state and/or federal courts. The Company expects additional trials of Hernia Product Claims to take place over the next 12 months. In August 2018, a new hernia multi-district litigation (“MDL”) was ordered to be established in the Southern District of Ohio. The Company cannot give any assurances that the resolution of the Hernia Product Claims that have not settled, including asserted and unasserted claims and the putative class action lawsuits, will not have a material adverse effect on the Company’s business, results of operations, financial condition and/or liquidity.
Women’s Health Product Claims
As of March 31, 2019, the Company is defending approximately 1,050 product liability claims involving the Company’s line of pelvic mesh devices. The majority of those claims are currently pending in either the federal MDL in the United States District Court for the Southern District of West Virginia, or a coordinated proceeding in New Jersey State Court, but claims are also pending in other state and/or federal court jurisdictions. In addition, those claims include putative class actions filed in the United States. Not included in the figures above are approximately 1,015 filed and unfiled claims that have been asserted or threatened against the Company but lack sufficient information to determine whether a pelvic mesh device of the Company is actually at issue. The claims identified above also include products manufactured by both the Company and two subsidiaries of Medtronic plc (as successor in interest to Covidien plc) (“Medtronic”), each a supplier of the Company. Medtronic has an obligation to defend and indemnify the Company with respect to any product defect liability relating to products its subsidiaries had manufactured. As described below, in July 2015 the Company reached an agreement with Medtronic (which was amended in June 2017) regarding certain aspects of Medtronic’s indemnification obligation. The foregoing lawsuits, unfiled claims, putative class actions, and other claims, together with claims that have settled or are the subject of agreements or agreements in principle to settle, are referred to collectively as the “Women’s Health Product Claims.” The Women’s Health Product Claims generally seek damages for personal injury allegedly resulting from use of the products.
As of March 31, 2019, the Company has reached agreements or agreements in principle with various plaintiffs’ law firms to settle their respective inventories of cases totaling approximately 15,160 of the Women’s Health Product Claims. The Company believes that these Women’s Health Product Claims are not the subject of Medtronic’s indemnification obligation. These settlement agreements and agreements in principle include unfiled and previously unknown claims held by various plaintiffs’ law firms, which are not included in the approximate number of lawsuits set forth in the first paragraph of this section. Each agreement is subject to certain conditions, including requirements for participation in the proposed settlements by a certain minimum number of plaintiffs. The Company continues to engage in discussions with other plaintiffs’ law firms regarding potential resolution of unsettled Women’s Health Product Claims, which may include additional inventory settlements.
Starting in 2014 in the MDL, the court entered certain pre-trial orders requiring trial work up and remand of a significant number of Women’s Health Product Claims, including an order entered in the MDL on January 30, 2018, that requires the work up and remand of all remaining unsettled cases (the “WHP Pre-Trial Orders”). The WHP Pre-Trial Orders may result in material additional costs or trial verdicts in future periods in defending Women’s Health Product Claims. Trials are anticipated throughout 2019 in state courts. A trial in the New Jersey coordinated proceeding began in March 2018, and in April 2018 a

11


jury entered a verdict against the Company in the total amount of $68 million ($33 million compensatory; $35 million punitive). The Company is in the process of appealing that verdict. A consolidated trial involving two plaintiffs is scheduled to begin in September 2019 in the New Jersey coordinated proceeding. The Company expects additional trials of Women’s Health Product Claims to take place over the next 12 months, which may potentially include consolidated trials.
In July 2015, as part of the agreement with Medtronic noted above, Medtronic agreed to take responsibility for pursuing settlement of certain of the Women’s Health Product Claims that relate to products distributed by the Company under supply agreements with Medtronic, and the Company has paid Medtronic $121 million towards these potential settlements. In June 2017, the Company amended the agreement with Medtronic to transfer responsibility for settlement of additional Women’s Health Product Claims to Medtronic on terms similar to the July 2015 agreement, including with respect to the obligation to make payments to Medtronic towards these potential settlements. The Company also may, in its sole discretion, transfer responsibility for settlement of additional Women’s Health Product Claims to Medtronic on similar terms. The agreements do not resolve the dispute between the Company and Medtronic with respect to Women’s Health Product Claims that do not settle, if any.
During the course of engaging in settlement discussions with plaintiffs’ law firms, the Company has learned, and may in future periods learn, additional information regarding these and other unfiled claims, or other lawsuits, which could materially impact the Company’s estimate of the number of claims or lawsuits against the Company.
Filter Product Claims
As of March 31, 2019, the Company is defending approximately 6,960 product liability claims involving the Company’s line of inferior vena cava filters (collectively, the “Filter Product Claims”). The majority of those claims are currently pending in an MDL in the United States District Court for the District of Arizona, but claims are also pending in other state and/or federal court jurisdictions, including a coordinated proceeding in Arizona State Court. In addition, those claims include putative class actions filed in the United States and Canada. The Filter Product Claims generally seek damages for personal injury allegedly resulting from use of the products. The Company has limited information regarding the nature and quantity of certain of the Filter Product Claims. The Company continues to receive claims and lawsuits and may in future periods learn additional information regarding other unfiled or unknown claims, or other lawsuits, which could materially impact the Company’s estimate of the number of claims or lawsuits against the Company. Trials are scheduled throughout 2019 in the MDL and state courts. On March 30, 2018, a jury in the first MDL trial found the Company liable for negligent failure to warn and entered a verdict in favor of plaintiffs. The jury found the Company was not liable for (a) strict liability design defect; (b) strict liability failure to warn; and (c) negligent design. The Company has appealed that verdict. On June 1, 2018, a jury in the second MDL trial unanimously found in favor of the Company on all claims. On August 17, 2018, the Court entered summary judgment in favor of the Company on all claims in the third MDL trial. On October 5, 2018, a jury in the fourth MDL trial unanimously found in favor of the Company on all claims. The final MDL bellwether trial is scheduled to begin in May 2019. The MDL Court has indicated that as of May 31, 2019, it will no longer accept direct filings or transfers of cases into the Filter Product Claims MDL. The Company expects additional trials of Filter Product Claims may take place over the next 12 months.
In most product liability litigations (like those described above), plaintiffs allege a wide variety of claims, ranging from allegations of serious injury caused by the products to efforts to obtain compensation notwithstanding the absence of any injury. In many of these cases, the Company has not yet received and reviewed complete information regarding the plaintiffs and their medical conditions and, consequently, is unable to fully evaluate the claims. The Company expects that it will receive and review additional information regarding any remaining unsettled product liability matters.
In January 2017, the Company reached an agreement to resolve litigation filed in the Southern District of New York by its insurance carriers in connection with Women’s Health Product Claims and Filter Product Claims. The agreement requires the insurance carriers to reimburse the Company for certain future costs incurred in connection with Filter Product Claims up to an agreed amount. For certain product liability claims or lawsuits, the Company does not maintain or has limited remaining insurance coverage.
Other Legal Matters
Since early 2013, the Company has received subpoenas or Civil Investigative Demands from a number of State Attorneys General seeking information related to the sales and marketing of certain of the Company’s products that are the subject of the Hernia Product Claims and the Women’s Health Product Claims. The Company is cooperating with these requests. Although the Company has had, and continues to have, discussions with the State Attorneys General with respect to overall potential resolution of this matter, there can be no assurance that a resolution will be reached or what the terms of any such resolution may be.

12


In July 2017, a civil investigative demand was served by the Department of Justice seeking documents and information relating to an investigation into possible violations of the False Claims Act in connection with the sales and marketing of FloChec® and QuantaFloTM devices. The Company is cooperating with these requests. Since it is not feasible to predict the outcome of these matters, the Company cannot give any assurances that the resolution of these matters will not have a material adverse effect on the Company’s business, results of operations, financial condition and/or liquidity.
The Company is a potentially responsible party to a number of federal administrative proceedings in the United States brought under the Comprehensive Environment Response, Compensation and Liability Act, also known as “Superfund,” and similar state laws. The affected sites are in varying stages of development. In some instances, the remedy has been completed, while in others, environmental studies are underway or commencing. For several sites, there are other potentially responsible parties that may be jointly or severally liable to pay all or part of cleanup costs. While it is not feasible to predict the outcome of these proceedings, based upon the Company’s experience, current information and applicable law, the Company does not expect these proceedings to have a material adverse effect on its financial condition and/or liquidity. However, one or more of the proceedings could be material to the Company’s business and/or results of operations.
The Company is also involved both as a plaintiff and a defendant in other legal proceedings and claims that arise in the ordinary course of business. The Company believes that it has meritorious defenses to these suits pending against the Company and is engaged in a vigorous defense of each of these matters.
Litigation Reserves
The Company regularly monitors and evaluates the status of product liability and other legal matters, and may, from time-to-time, engage in settlement and mediation discussions taking into consideration developments in the matters and the risks and uncertainties surrounding litigation. These discussions could result in settlements of one or more of these claims at any time.
In the second quarter of 2019, the Company recorded a pre-tax charge to Other operating expense, net, of approximately $331 million related to certain of the product liability matters discussed above under the heading “Product Liability Matters,” including the related legal defense costs. The Company recorded this charge based on additional information obtained during the quarter, including but not limited to: the allegations and documentation supporting or refuting such allegations; publicly available information regarding similar medical device mass tort settlements; historical information regarding other product liability settlements involving the Company; and the stage of litigation.
Accruals for the Company's product liability claims which are specifically discussed above, as well as the related legal defense costs, amounted to approximately $2.0 billion at both March 31, 2019 and September 30, 2018. As of March 31, 2019 and September 30, 2018, the Company had $80 million and $94 million, respectively, in qualified settlement funds (“QSFs”), subject to certain settlement conditions, for certain product liability matters. Payments to QSFs are recorded as a component of Restricted cash. The Company's expected recoveries related to product liability claims and related legal defense costs were approximately $152 million and $343 million at March 31, 2019 and September 30, 2018, respectively. A substantial amount of these expected recoveries at March 31, 2019 and September 30, 2018 related to the Company’s agreements with Medtronic related to certain Women’s Health Product Claims. During the six months ended March 31, 2019, Medtronic provided the Company with releases from liability for certain claims that were the subject of the agreement discussed further above. Accordingly, adjustments to reduce accruals for the Company's product liability claims, as well as the balance recorded for expected recoveries related to product liability claims, were recorded during the six months ended March 31, 2019.
The terms of the Company’s agreements with Medtronic are substantially consistent with the assumptions underlying, and the manner in which, the Company has recorded expected recoveries related to the indemnification obligation. The expected recoveries at March 31, 2019 related to the indemnification obligation are not in dispute with respect to claims that Medtronic settles pursuant to the agreements. As described above, the agreements do not resolve the dispute between the Company and Medtronic with respect to Women’s Health Product Claims that do not settle, if any, and the Company also may, in its sole discretion, transfer responsibility for settlement of additional Women’s Health Product Claims to Medtronic on similar terms.

13


Note 6 – Revenues
As previously discussed in Note 2, the Company adopted ASC 606 using the modified retrospective method. The Company sells a broad range of medical supplies, devices, laboratory equipment and diagnostic products which are distributed through independent distribution channels and directly by BD through sales representatives. End-users of the Company's products include healthcare institutions, physicians, life science researchers, clinical laboratories, the pharmaceutical industry and the general public.
Timing of Revenue Recognition
The Company's revenues are primarily recognized when the customer obtains control of the product sold, which is generally upon shipment or delivery, depending on the delivery terms specified in the sales agreement. Revenues associated with certain instruments and equipment for which installation is complex, and therefore significantly affects the customer’s ability to use and benefit from the product, are recognized when customer acceptance of these installed products has been confirmed. For certain service arrangements, including extended warranty and software maintenance contracts, revenue is recognized ratably over the contract term. The majority of revenues relating to extended warranty contracts associated with certain instruments and equipment is generally recognized within a few years whereas deferred revenue relating to software maintenance contracts is generally recognized over a longer period.
Measurement of Revenues
The Company acts as the principal in substantially all of its customer arrangements and as such, generally records revenues on a gross basis. Revenues exclude any taxes that the Company collects from customers and remits to tax authorities. The Company considers its shipping and handling costs to be costs of contract fulfillment and has made the accounting policy election to record these costs within Selling and administrative expense.
Payment terms extended to the Company's customers are based upon commercially reasonable terms for the markets in which the Company's products are sold. Because the Company generally expects to receive payment within one year or less from when control of a product is transferred to the customer, the Company does not generally adjust its revenues for the effects of a financing component. The Company’s estimate of probable credit losses relating to trade receivables is determined based on historical experience and other specific account data. Amounts are written off against the allowances for doubtful accounts when the Company determines that a customer account is uncollectible. Such amounts are not material to the Company's consolidated financial results.
The Company's gross revenues are subject to a variety of deductions which are recorded in the same period that the underlying revenues are recognized. Such variable consideration include rebates, sales discounts and sales returns. Because these deductions represent estimates of the related obligations, judgment is required when determining the impact of these revenue deductions on gross revenues for a reporting period. Rebates provided by the Company are based upon prices determined under the Company's agreements with its end-user customers. Additional factors considered in the estimate of the Company's rebate liability include the quantification of inventory that is either in stock at or in transit to the Company's distributors, as well as the estimated lag time between the sale of product and the payment of corresponding rebates. The impact of other forms of variable consideration, including sales discounts and sales returns, is not material to the Company's revenues.
The Company's agreements with customers within certain organizational units including Medication Management Solutions, Diagnostic Systems and Biosciences, contain multiple performance obligations including both products and certain services noted above. The transaction price for these agreements is allocated to each performance obligation based upon its relative standalone selling price. Standalone selling price is the amount at which the Company would sell a promised good or service separately to a customer. The Company generally estimates standalone selling prices using its list prices and a consideration of typical discounts offered to customers.
Effects of Revenue Arrangements on Consolidated Balance Sheet
Due to the nature of the majority of the Company's products and services, the Company typically does not incur costs to fulfill a contract in advance of providing the customer with goods or services. Capitalized contract costs associated with the costs to fulfill contracts for certain products in the Medication Management Solutions organizational unit are immaterial to the Company's consolidated balance sheets. The Company's costs to obtain contracts are comprised of sales commissions which are paid to the Company's employees or third party agents. The majority of the sales commissions incurred by the Company relate to revenue that is recognized over a period that is less than one year and as such, the Company has elected a practical expedient provided under ASC 606 to record the majority of its expense associated with sales commissions as it is incurred. Commissions relating to revenues recognized over a period longer than one year are recorded as assets which are amortized over the period over which the revenues underlying the commissions are recognized. Capitalized contract costs related to such commissions are immaterial to the Company's consolidated balance sheets.

14


The Company records contract liabilities for unearned revenue that is allocable to performance obligations, such as extended warranty and software maintenance contracts, which are performed over time as discussed further above. These contract liabilities are immaterial to the Company's consolidated financial results. The Company's liability for product warranties provided under its agreements with customers is not material to its consolidated balance sheets.
Remaining Performance Obligations
The Company's obligations relative to service contracts, which are further discussed above, and pending installations of equipment, primarily in the Company's Medication Management Solutions unit, represent unsatisfied performance obligations of the Company. The revenues under existing and noncancelable contracts which are attributable to products and/or services that have not yet been installed or provided are estimated to be approximately $1.6 billion at March 31, 2019 and the Company expects to recognize the majority of this revenue over the next three years.
Within the Company's Medication Management Solutions, Medication Delivery Solutions, Diagnostic Systems and Biosciences units, some contracts also contain minimum purchase commitments of reagents or other consumables and the future sales of these consumables represent additional unsatisfied performance obligations of the Company. The revenue attributable to the unsatisfied minimum purchase commitment-related performance obligations will be recognized over the customer relationship period, which usually encompasses the current agreement term and subsequent renewal terms.
Disaggregation of Revenues
A disaggregation of the Company's revenues by segment, organizational unit and geographic region is provided in Note 7.

15



Note 7 – Segment Data
The Company's organizational structure is based upon three principal business segments: BD Medical (“Medical”), BD Life Sciences (“Life Sciences”) and BD Interventional ("Interventional"). The Company's segments are strategic businesses that are managed separately because each one develops, manufactures and markets distinct products and services. Segment disclosures are on a performance basis consistent with internal management reporting. The Company evaluates performance of its business segments and allocates resources to them primarily based upon segment operating income, which represents revenues reduced by product costs and operating expenses.
Revenues by segment, organizational unit and geographical areas for the three and six-month periods are detailed below. The Company has no material intersegment revenues. On December 29, 2017, the Company completed its acquisition of C.R. Bard, Inc. ("Bard"), which is further discussed in Note 9. Bard's operating results were included in the Company’s consolidated results of operations beginning on January 1, 2018 and as such, are not included in the financial results detailed below for the first quarter of the prior-year six-month period.
 
Three Months Ended March 31,
(Millions of dollars)
2019
 
2018
 
United States
 
International
 
Total
 
United States
 
International
 
Total
Medical
 
 
 
 
 
 
 
 
 
 
 
Medication Delivery Solutions
$
484

 
$
446

 
$
929

 
$
504

 
$
454

 
$
958

Medication Management Solutions
497

 
118

 
615

 
461

 
120

 
581

Diabetes Care
137

 
133

 
270

 
131

 
136

 
267

Pharmaceutical Systems
93

 
273

 
366

 
82

 
284

 
366

Total segment revenues
$
1,211

 
$
969

 
$
2,180

 
$
1,178

 
$
994

 
$
2,172

 
 
 
 
 
 
 
 
 
 
 
 
Life Sciences
 
 
 
 
 
 
 
 
 
 
 
Preanalytical Systems
$
171

 
$
195

 
$
366

 
$
181

 
$
200

 
$
381

Diagnostic Systems
180

 
209

 
389

 
201

 
209

 
410

Biosciences
120

 
177

 
297

 
116

 
191

 
307

Total segment revenues
$
470

 
$
582

 
$
1,052

 
$
498

 
$
600

 
$
1,098

 
 
 
 
 
 
 
 
 
 
 
 
Interventional
 
 
 
 
 
 
 
 
 
 
 
Surgery
$
271

 
$
75

 
$
345

 
$
276

 
$
75

 
$
351

Peripheral Intervention
194

 
148

 
342

 
194

 
145

 
338

Urology and Critical Care
195

 
80

 
275

 
180

 
84

 
264

Total segment revenues
$
659

 
$
303

 
$
963

 
$
649

 
$
303

 
$
952

 
 
 
 
 
 
 
 
 
 
 
 
Total Company revenues
$
2,341

 
$
1,854

 
$
4,195

 
$
2,325

 
$
1,898

 
$
4,222


16


 
Six Months Ended March 31,
(Millions of dollars)
2019
 
2018
 
United States
 
International
 
Total
 
United States
 
International
 
Total
Medical
 
 
 
 
 
 
 
 
 
 
 
Medication Delivery Solutions
$
1,004

 
$
883

 
$
1,887

 
$
874

 
$
826

 
$
1,700

Medication Management Solutions
1,003

 
236

 
1,239

 
932

 
237

 
1,168

Diabetes Care
282

 
261

 
544

 
277

 
267

 
544

Pharmaceutical Systems
161

 
485

 
646

 
136

 
475

 
612

Total segment revenues
$
2,450

 
$
1,865

 
$
4,316

 
$
2,218

 
$
1,806

 
$
4,024

 
 
 
 
 
 
 
 
 
 
 
 
Life Sciences
 
 
 
 
 
 
 
 
 
 
 
Preanalytical Systems
$
371

 
$
387

 
$
758

 
$
366

 
$
391

 
$
756

Diagnostic Systems
355

 
416

 
771

 
367

 
423

 
791

Biosciences
228

 
350

 
579

 
224

 
372

 
596

Total segment revenues
$
954

 
$
1,153

 
$
2,108

 
$
957

 
$
1,186

 
$
2,143

 
 
 
 
 
 
 
 
 
 
 
 
Interventional
 
 
 
 
 
 
 
 
 
 
 
Surgery
$
545

 
$
148

 
$
693

 
$
428

 
$
99

 
$
528

Peripheral Intervention
385

 
294

 
679

 
198

 
146

 
344

Urology and Critical Care
393

 
168

 
560

 
180

 
84

 
264

Total segment revenues
$
1,323

 
$
609

 
$
1,932

 
$
806

 
$
329

 
$
1,135

 
 
 
 
 
 
 
 
 
 
 
 
Total Company revenues
$
4,728

 
$
3,628

 
$
8,355

 
$
3,982

 
$
3,321

 
$
7,302

Segment income for the three and six-month periods was as follows:
 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
(Millions of dollars)
2019
 
2018
 
2019
 
2018
Income Before Income Taxes
 
 
 
 
 
 
 
Medical (a) (b)
$
599

 
$
588

 
$
1,265

 
$
1,211

Life Sciences
293

 
336

 
598

 
652

Interventional (b)
231

 
(154
)
 
441

 
(72
)
Total Segment Operating Income
1,123

 
770

 
2,303

 
1,791

Acquisitions and other restructurings
(101
)
 
(104
)
 
(191
)
 
(458
)
Net interest expense
(153
)
 
(181
)
 
(336
)
 
(295
)
Other unallocated items (c)
(866
)
 
(479
)
 
(1,058
)
 
(926
)
Income Before Income Taxes
$
3

 
$
6

 
$
718

 
$
111

(a)
The amounts in 2019 include $65 million of estimated remediation costs recorded to Other operating expense, net relating to a recall of a product component, which generally pre-dated the Company's acquisition of CareFusion in fiscal year 2015, within the Medication Management Solutions unit's infusion systems platform.
(b)
The amounts in 2018 included expense of $53 million and $369 million for the Medical and Interventional segments, respectively, related to the recognition of a fair value step-up adjustment of $422 million related to Bard's inventory on the acquisition date.
(c)
Primarily comprised of foreign exchange, certain general and administrative expenses and share-based compensation expense. The amounts in 2019 include a pre-tax charge of $331 million related to certain product liability matters, which is further discussed in Note 5. In addition, the amount for the six months ended March 31, 2019 included the pre-tax gain recognized on the Company's sale of its Advanced Bioprocessing business of approximately $335 million, which is further discussed in Note 10.

17


Note 8 – Benefit Plans
The Company has defined benefit pension plans covering certain employees in the United States and certain international locations. The measurement date used for these plans is September 30.
Net pension cost included the following components for the three and six months ended March 31:
 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
(Millions of dollars)
2019
 
2018
 
2019
 
2018
Service cost
$
33

 
$
34

 
$
68

 
$
64

Interest cost
26

 
22

 
54

 
41

Expected return on plan assets
(45
)
 
(40
)
 
(91
)
 
(72
)
Amortization of prior service credit
(3
)
 
(3
)
 
(7
)
 
(7
)
Amortization of loss
19

 
19

 
39

 
39

Settlements
—

 
2

 
—

 
2

Net pension cost
$
31

 
$
35

 
$
63

 
$
67

The amounts provided above for amortization of prior service credit and amortization of loss represent the reclassifications of prior service credits and net actuarial losses that were recognized in Accumulated other comprehensive income (loss) in prior periods.
As further discussed in Note 2, upon adopting an accounting standard update on October 1, 2018, all components of the Company’s net periodic pension and postretirement benefit costs, aside from service cost, are recorded to Other income (expense), net on its consolidated statements of income, for all periods presented.
Note 9 – Acquisition
Bard
On December 29, 2017, the Company completed its acquisition of Bard. The operating activities of Bard from the acquisition date through December 31, 2017 were not material to the Company’s consolidated results of operations. As such, Bard's operating results were included in the Company’s consolidated results of operations beginning on January 1, 2018. During the first quarter of fiscal year 2019, the Company finalized its allocation of the fair value of consideration transferred to the individual assets acquired and liabilities assumed in this acquisition, which resulted in no material adjustments to the allocation.
Note 10 – Divestiture
The Company completed the sale of its Life Sciences segment's Advanced Bioprocessing business in October 2018 pursuant to a definitive agreement that was signed in September 2018. Assets held for sale on the consolidated balance sheet at September 30, 2018, subject to this agreement, were approximately $137 million. Liabilities held for sale under the agreement were immaterial. The Company recognized a pre-tax gain on the sale of approximately $335 million which was recorded as a component of Other operating expense, net. The historical financial results for the Advanced Bioprocessing business have not been classified as a discontinued operation.

18


Note 11 – Business Restructuring Charges
The Company incurred restructuring costs during the six months ended March 31, 2019, largely in connection with its acquisition of Bard, which were recorded as Acquisitions and other restructurings. Restructuring liability activity for the six months ended March 31, 2019 was as follows:
(Millions of dollars)
Employee
Termination
 
Other
 
Total
 
Bard
 
Other Initiatives
 
Bard (a)
 
Other Initiatives
 
Bard
 
Other Initiatives
Balance at September 30, 2018
$
33

 
$
23

 
$
—

 
$
4

 
$
33

 
$
27

Charged to expense
9

 
8

 
38

 
17

 
47

 
25

Cash payments
(22
)
 
(11
)
 
(2
)
 
(14
)
 
(24
)
 
(25
)
Non-cash settlements
—

 
—

 
(36
)
 
(4
)
 
(36
)
 
(4
)
Balance at March 31, 2019
$
20

 
$
20

 
—

 
$
3

 
$
20

 
$
23

(a)
Largely represents the cost associated with certain pre-acquisition equity awards of Bard which, to encourage post-acquisition employee retention, were converted to BD equity awards with substantially the same terms and conditions as were applicable under such Bard awards immediately prior to the acquisition date. 
Note 12 – Intangible Assets
Intangible assets consisted of:
 
March 31, 2019
 
September 30, 2018
(Millions of dollars)
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Gross
Carrying
Amount
 
Accumulated
Amortization
Amortized intangible assets
 
 
 
 
 
 
 
Developed technology
$
13,976

 
$
2,352

 
$
13,966

 
$
1,782

Customer relationships
4,586

 
1,022

 
4,584

 
861

Product rights
118

 
60

 
121

 
58

Trademarks
407

 
93

 
407

 
84

Patents and other
407

 
295

 
397

 
288

Amortized intangible assets
$
19,495

 
$
3,822

 
$
19,475

 
$
3,073

Unamortized intangible assets
 
 
 
 
 
 
 
Acquired in-process research and development
$
31

 
 
 
$
37

 
 
Trademarks
2

 
 
 
2

 
 
Unamortized intangible assets
$
33

 
 
 
$
39

 
 
Intangible amortization expense for the three months ended March 31, 2019 and 2018 was $376 million and $370 million, respectively. Intangible amortization expense for the six months ended March 31, 2019 and 2018 was $754 million and $505 million, respectively. The increase in intangible amortization expense for the six months ended March 31, 2019 was attributable to assets acquired in the Bard transaction, which is further discussed in Note 9.
The following is a reconciliation of goodwill by business segment:
(Millions of dollars)
Medical
 
Life Sciences
 
Interventional
 
Total
Goodwill as of September 30, 2018
$
10,054

  
$
775

 
$
12,771

  
$
23,600

Divestiture-related adjustments
—

 
3

 
—

 
3

Purchase accounting adjustments (a)
(15
)
 
—

 
(70
)
 
(84
)
Currency translation
(3
)
 
(2
)
 
—

 
(5
)
Goodwill as of March 31, 2019
$
10,036

  
$
776

 
$
12,701

  
$
23,513

(a)
The purchase accounting adjustments were primarily driven by adjustments to tax-related balances.

19



Note 13 – Derivative Instruments and Hedging Activities
The Company uses derivative instruments to mitigate certain exposures. The Company does not enter into derivative financial instruments for trading or speculative purposes. The effects these derivative instruments and hedged items have on financial position, financial performance, and cash flows are provided below.
Foreign Currency Risks and Related Strategies
The Company has foreign currency exposures throughout Europe, Greater Asia, Canada and Latin America. Transactional currency exposures that arise from entering into transactions, generally on an intercompany basis, in non-hyperinflationary countries that are denominated in currencies other than the functional currency are mitigated primarily through the use of forward contracts and currency options. Hedges of the transactional foreign exchange exposures resulting primarily from intercompany payables and receivables are undesignated hedges. As such, the gains or losses on these instruments are recognized immediately in income. These gains and losses are largely offset by gains and losses on the underlying hedged items, as well as the hedging costs associated with the derivative instruments. The net amounts recognized in Other income (expense), net, during the three and six months ended March 31, 2019 and 2018 were immaterial to the Company's consolidated financial results.
The total notional amounts of the Company’s outstanding foreign exchange contracts as of March 31, 2019 and September 30, 2018 were $1.5 billion and $3.1 billion, respectively.
In order to mitigate foreign currency exposure relating to its investments in certain foreign subsidiaries, the Company has designated $2.6 billion of Euro-denominated debt and $327 million of British Pound-denominated debt as net investment hedges. Accordingly, net gains or losses relating to this debt, which are attributable to changes in the foreign currencies to U.S. dollar spot exchange rates, are recorded as accumulated foreign currency translation in Other comprehensive income (loss). Net (losses) gains recorded to Accumulated other comprehensive income (loss) relating to the Company's net investment hedges for the three and six-month periods were as follows:
 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
(Millions of dollars)
2019
 
2018
 
2019
 
2018
Net (losses) gains on net investment hedges
$
(18
)
 
$
(103
)
 
$
41

 
$
(104
)
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 total notional amount of the Company’s outstanding interest rate swaps designated as fair value hedges was $1.2 billion at March 31, 2019 and September 30, 2018. The outstanding swaps represent fixed-to-floating interest rate swap agreements the Company entered into to convert the interest payments on certain long-term notes from the fixed rate to a floating interest rate based on LIBOR. Changes in the fair value of the interest rate swaps offset changes in the fair value of the fixed rate debt. The amounts recorded during the three and six months ended March 31, 2019 and 2018 for changes in the fair value of these hedges were immaterial to the Company's consolidated financial results.
 
 
 
 
 
 
 
 

20


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 through commodity derivative forward contracts. The Company's outstanding commodity derivative forward contracts at March 31, 2019 were immaterial to the Company's consolidated financial results. The Company had no outstanding commodity derivative forward contracts at September 30, 2018.
Financial Statement Effects
The fair values of derivative instruments outstanding at March 31, 2019 and September 30, 2018 were not material to the Company's consolidated balance sheets.
 
The amounts reclassified from accumulated other comprehensive income relating to cash flow hedges during the three and six months ended March 31, 2019 and 2018 were not material to the Company's consolidated financial results.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Note 14 – Financial Instruments and Fair Value Measurements
The following reconciles cash and equivalents and restricted cash reported within the Company's consolidated balance sheets at March 31, 2019 and September 30, 2018 to the total of these amounts shown on the Company's consolidated statements of cash flows:
(Millions of dollars)
March 31, 2019
 
September 30, 2018
Cash and equivalents
$
686

 
$
1,140

Restricted cash
81

 
96

Cash and equivalents and restricted cash
$
767

 
$
1,236

Cash equivalents consist of all highly liquid investments with a maturity of three months or less at time of purchase. Restricted cash consists of cash restricted from withdrawal and usage except for certain product liability matters.
The Company’s cash and equivalents includes institutional money market accounts which permit daily redemption and the fair values of these investments are based upon the quoted prices in active markets provided by the holding financial institutions, which are considered Level 1 inputs in the fair value hierarchy. The fair values of these accounts were $25 million and $228 million at March 31, 2019 and September 30, 2018, respectively. The Company’s remaining cash and equivalents, excluding restricted cash, were $661 million and $913 million at March 31, 2019 and September 30, 2018, respectively.
Short-term investments are held to their maturities and are carried at cost, which approximates fair value. The short-term investments consist of instruments with maturities greater than three months and less than one year.
Long-term debt is recorded at amortized cost. The fair value of long-term debt is measured based upon quoted prices in active markets for similar instruments, which are considered Level 2 inputs in the fair value hierarchy. The fair value of long-term debt was $18.2 billion and $18.8 billion at March 31, 2019 and September 30, 2018, respectively. The fair value of the current portion of long-term debt was $3.0 billion and $1.9 billion at March 31, 2019 and September 30, 2018, respectively.
All other instruments measured by the Company at fair value, including derivatives and contingent consideration liabilities, are immaterial to the Company's consolidated balance sheets.
Note 15 – Debt
In March 2019, the Company redeemed an aggregate principal amount of $250 million of its outstanding floating rate senior unsecured U.S. notes due December 29, 2020. Based upon the $249 million carrying value of the notes redeemed and the $250 million the Company paid to redeem the aggregate principal amount of the notes, the Company recorded a loss on this debt extinguishment transaction in the second quarter of fiscal year 2019 of $1 million as Other income (expense), net, on its consolidated statements of income.
Note 16 – Income Taxes
New U.S. tax legislation, which is commonly referred to as the Tax Cuts and Jobs Act (the "Act"), was enacted on December 22, 2017. Upon completing its accounting for the tax effects of the Act during fiscal year 2019, the Company recognized a net

21


charge of $10 million, which is reflected in the Company's consolidated statement of income within Income tax (benefit) provision, to adjust its one-time transition tax liability for all of its foreign subsidiaries. The Company also recorded charges to Income tax (benefit) provision during fiscal year 2019 of $7 million and $2 million, respectively, to adjust the Company's reevaluation of the permanent reinvestment assertion regarding foreign earnings and its re-measurement of deferred tax balances.

22



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following commentary should be read in conjunction with the condensed consolidated financial statements and accompanying notes presented in this report. Within the tables presented throughout this discussion, certain columns 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.
Company Overview
Becton, Dickinson and Company (“BD”) is a global medical technology company engaged in the development, manufacture and sale of a broad range of medical supplies, devices, laboratory equipment and diagnostic products used by healthcare institutions, physicians, life science researchers, clinical laboratories, the pharmaceutical industry and the general public. The Company's organizational structure is based upon three principal business segments, BD Medical (“Medical”), BD Life Sciences (“Life Sciences”) and BD Interventional (“Interventional”).

BD’s products are manufactured and sold worldwide. Our products are marketed in the United States and internationally through independent distribution channels and directly to end-users by BD and independent sales representatives. We organize our operations outside the United States as follows: Europe; EMA (which includes the Commonwealth of Independent States, the Middle East and Africa); Greater Asia (which includes Japan and Asia Pacific); Latin America (which includes Mexico, Central America, the Caribbean, and South America); and Canada. We continue to pursue growth opportunities in emerging markets, which include the following geographic regions: Eastern Europe, the Middle East, Africa, Latin America and certain countries within Asia Pacific. We are primarily focused on certain countries whose healthcare systems are expanding.
Overview of Financial Results and Financial Condition
For the three months ended March 31, 2019, worldwide revenues of $4.195 billion decreased 0.6% from the prior-year period which reflected volume growth of over 3%, an unfavorable impact from foreign currency translation of approximately 2.7% and pricing pressures of approximately 0.1%. Revenues for the three months ended March 31, 2019 also reflected an unfavorable impact of approximately 1% which was largely attributable to the Biosciences unit's divestiture of its Advanced Bioprocessing business at the end of October 2018, as is further discussed in Note 10 in the Notes to Condensed Consolidated Financial Statements. Volume growth in the second quarter of fiscal year 2019 was as follows:
•
Medical segment volume growth in the second quarter reflected growth in all of the segment's units, particularly in the Medication Management Solutions unit.
•
Life Sciences segment volume growth in the second quarter was mainly driven by the segment's Preanalytical Systems and Biosciences units.
•
Interventional segment volume growth in the second quarter reflected sales growth in all units, particularly in the Peripheral Intervention unit as well as in the Urology and Critical Care unit.
We continue to invest in research and development, geographic expansion, and new product market programs to drive further revenue and profit growth. Our ability to sustain our long-term growth will depend on a number of factors, including our ability to expand our core business (including geographical expansion), develop innovative new products, and continue to improve operating efficiency and organizational effectiveness. While the economic environment for the healthcare industry and healthcare utilization in the United States is generally stable, destabilization in the future could adversely impact our businesses. Additionally, macroeconomic challenges in Europe continue to constrain healthcare utilization, although we currently view the environment as stable. In emerging markets, the Company’s growth is dependent primarily on government funding for healthcare systems. In addition, pricing pressure exists globally which could adversely impact our businesses. 
Cash flows from operating activities were $1.027 billion in the first six months of fiscal year 2019. At March 31, 2019, we had $777 million in cash and equivalents and short-term investments, including restricted cash. We continued to return value to our shareholders in the form of dividends. During the first six months of fiscal year 2019, we paid cash dividends of $491 million.
Each reporting period, we face currency exposure that arises from translating the results of our worldwide operations to the U.S. dollar at exchange rates that fluctuate from the beginning of such period. A stronger U.S. dollar, compared to the prior-year period, resulted in an unfavorable foreign currency translation impact to our revenue and earnings during the second quarter of fiscal year 2019.  We evaluate our results of operations on both a reported and a foreign currency-neutral basis, which excludes the impact of fluctuations in foreign currency exchange rates. As exchange rates are an important factor in understanding period-to-period comparisons, we believe the presentation of results on a foreign currency-neutral basis in addition to reported results helps improve investors’ ability to understand our operating results and evaluate our performance in comparison to prior periods. Foreign currency-neutral ("FXN") information compares results between periods as if exchange rates had remained constant period-over-period. We use results on a foreign currency-neutral basis as one measure to evaluate

23


our performance. We calculate foreign currency-neutral percentages by converting our current-period local currency financial results using the prior-period foreign currency exchange rates and comparing these adjusted amounts to our current-period results. These results should be considered in addition to, not as a substitute for, results reported in accordance with U.S. generally accepted accounting principles ("GAAP"). Results on a foreign currency-neutral basis, as we present them, may not be comparable to similarly titled measures used by other companies and are not measures of performance presented in accordance with U.S. GAAP.
Results of Operations
Medical Segment
The following summarizes second quarter Medical revenues by organizational unit:
 
Three months ended March 31,
(Millions of dollars)
2019
 
2018
 
Total
Change
 
Estimated
FX
Impact
 
FXN Change
Medication Delivery Solutions
$
929

 
$
958

 
(3.0
)%
 
(3.2
)%
 
0.2
%
Medication Management Solutions
615

 
581

 
5.9
 %
 
(1.4
)%
 
7.3
%
Diabetes Care
270

 
267

 
1.1
 %
 
(3.4
)%
 
4.5
%
Pharmaceutical Systems
366

 
366

 
(0.1
)%
 
(4.0
)%
 
3.9
%
Total Medical Revenues
$
2,180

 
$
2,172

 
0.4
 %
 
(2.9
)%
 
3.3
%
Second quarter Medical segment revenues reflected sales growth attributable to the Medication Management Solutions unit's installations of infusion systems and the Diabetes Care unit's global sales of pen needles. Revenues in the Medication Delivery Solutions unit were unfavorably impacted by U.S. distributor inventory adjustments in our hypodermic business during the quarter. This unfavorable impact to the Medication Delivery Solutions unit's revenues in the current quarter was partially offset by growth in sales of vascular management and vascular access devices in Europe. 
Medical segment total revenues for the six-month period are below. Revenues in the current-year period were favorably impacted by the inclusion of revenues, resulting from our acquisition of C.R. Bard, Inc. ("Bard") in December 2017, associated with certain Bard products within the Medication Delivery Solutions unit in the first quarter of 2019 but not in the first quarter of the prior-year period as operating activities of the acquired business were not included in our consolidated results of operations until January 1, 2018.
 
Six months ended March 31,
(Millions of dollars)
2019
 
2018
 
Total
Change
 
Estimated
FX
Impact
 
FXN Change
Total Medical Revenues
$
4,316

 
$
4,024

 
7.2
%
 
(2.4
)%
 
9.6
%
Medical segment operating income for the three and six-month periods is provided below. Operating income in the current year's six-month period reflects the inclusion of results associated with certain Bard products in the first quarter of 2019, as further discussed above.
 
Three months ended March 31,
 
Six months ended March 31,
(Millions of dollars)
2019
 
2018
 
2019
 
2018
Medical segment operating income
$
599

 
$
588

 
$
1,265

 
$
1,211

 
 
 
 
 
 
 
 
Segment operating income as % of Medical revenues
27.5
%
 
27.1
%
 
29.3
%
 
30.1
%
The Medical segment's operating income in the second quarter was driven by its performance with respect to gross profit margin and operating expenses.
•
Gross profit margin was higher in the second quarter of 2019 as compared with the second quarter of 2018 primarily due to the unfavorable prior-year impact of recognizing a fair value step-up adjustment relating to Bard's inventory on the acquisition date. Gross margin in the second quarter of 2019 was also favorably impacted by lower manufacturing costs resulting from continuous improvement projects which enhanced the efficiency of our operations. These favorable impacts to the Medical segment's gross margin were partially offset by unfavorable foreign currency translation, higher raw material costs and pricing pressures.

24


•
Selling and administrative expense as a percentage of revenues was slightly higher in the second quarter of 2019 as compared with the prior-year period primarily due to higher general administrative expenses.
•
Research and development expense as a percentage of revenues was lower in the second quarter of 2019 as compared with the second quarter of 2018.
•
The Medical segment's operating income in the second quarter of 2019 additionally reflected the estimated cumulative costs of a product recall of $65 million recorded within Other operating expense, net. The recall relates to a product component, which generally pre-dated the Company's acquisition of CareFusion in fiscal year 2015, within the Medication Management Solutions unit's infusion systems platform.
Life Sciences Segment
The following summarizes second quarter Life Sciences revenues by organizational unit:
 
Three months ended March 31,
(Millions of dollars)
2019
 
2018
 
Total
Change
 
Estimated
FX
Impact
 
FXN Change
Preanalytical Systems
$
366

 
$
381

 
(4.1
)%
 
(3.9
)%
 
(0.2
)%
Diagnostic Systems
389

 
410

 
(5.1
)%
 
(3.0
)%
 
(2.1
)%
Biosciences
297

 
307

 
(3.0
)%
 
(3.0
)%
 
—
 %
Total Life Sciences Revenues
$
1,052

 
$
1,098

 
(4.2
)%
 
(3.3
)%
 
(0.9
)%
The Life Sciences segment's revenues in the second quarter reflected an unfavorable comparison of the Diagnostic System unit's current-period U.S. revenues to the prior-year period, which benefited from a more severe influenza season. This unfavorable comparison in the Diagnostic Systems unit was partially offset by growth in the unit's sales of core microbiology products as well as continued strength in sales of the unit's BD MAXTM molecular platform. The Preanalytical Systems unit's second quarter revenues reflected growth in sales of core products in emerging markets but were unfavorably impacted by higher than anticipated customer rebate and incentive fees which related to a prior fiscal year. Second quarter revenues in the Biosciences unit reflected growth in research reagent and instrument sales, as well as licensing revenues, but were unfavorably impacted by the divestiture of the Advanced Bioprocessing business, as previously discussed. The Biosciences unit's results for the prior-year period included revenues associated with the Advanced Bioprocessing business of $22 million.
Life Sciences segment total revenues for the six-month period were as follows:
 
Six months ended March 31,
(Millions of dollars)
2019
 
2018
 
Total
Change
 
Estimated
FX
Impact
 
FXN Change
Total Life Sciences Revenues
$
2,108

 
$
2,143

 
(1.6
)%
 
(2.6
)%
 
1.0
%
Life Sciences segment operating income for the three and six-month periods was as follows:
 
Three months ended March 31,
 
Six months ended March 31,
(Millions of dollars)
2019
 
2018
 
2019
 
2018
Life Sciences segment operating income
$
293

 
$
336

 
$
598

 
$
652

 
 
 
 
 
 
 
 
Segment operating income as % of Life Sciences revenues
27.8
%
 
30.6
%
 
28.4
%
 
30.4
%
The Life Sciences segment's operating income in the second quarter was driven by its performance with respect to gross profit margin and operating expenses.
•
Gross profit margin in the second quarter of fiscal year 2019 was lower compared with the second quarter of 2018 primarily due to unfavorable foreign currency translation and an unfavorable impact from product mix as a result of the less severe flu season in the current-year period. Second quarter gross margin was also unfavorably impacted by customer rebate and incentive fees, as previously discussed above. These unfavorable impacts to the Life Sciences segment's gross margin were partially offset by licensing revenues, which are noted above, and lower manufacturing costs resulting from continuous improvement projects which enhanced the efficiency of our operations.
•
Selling and administrative expense as a percentage of revenues in the second quarter of 2019 was relatively flat compared with the prior-year period as unfavorable foreign currency translation was offset by the timing of certain selling and general administrative expenses.

25


•
Research and development expense as a percentage of revenues was slightly higher in the second quarter of 2019 as compared with the second quarter of 2018.
Interventional Segment
The following summarizes second quarter Interventional revenues by organizational unit:
 
Three months ended March 31,
(Millions of dollars)
2019
 
2018
 
Total
Change
 
Estimated