BECTON, DICKINSON AND COMPANY | ||||
(Exact Name of Registrant as Specified in Its Charter) | ||||
New Jersey | ||||
(State or Other Jurisdiction of Incorporation) |
001-4802 | 22-0760120 | |
(Commission File Number) | (IRS Employer Identification No.) | |
1 Becton Drive, Franklin Lakes, New Jersey | 07417-1880 | |
(Address of Principal Executive Offices) | (Zip Code) |
(201) 847-6800 | ||||
(Registrant’s Telephone Number, Including Area Code) | ||||
N/A | ||||
(Former Name or Former Address, if Changed Since Last Report) |
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 1/20th of a share of 6.125% Cumulative Preferred Stock Series A | BDXA | 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 | ||
0.174% Notes due June 4, 2021 | BDX/21 | New York Stock Exchange | ||
0.632% Notes due June 4, 2023 | BDX/23A | New York Stock Exchange | ||
1.208% Notes due June 4, 2026 | BDX/26A | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
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. ☐ |
• | Currency-Neutral Revenue Growth. We present revenue growth rates for the third quarter and the first nine months of fiscal year 2019 over the corresponding prior periods, and our estimated revenue growth for fiscal year 2019, after eliminating the effect of foreign currency translation, which can fluctuate from period to period. Management believes these adjustments help investors to better understand the underlying performance (and anticipated performance) of BD and evaluate our performance in comparison to the prior periods. |
• | Comparable Revenue Growth. We present revenue growth for the third quarter and the first nine months of fiscal year 2019, and our estimated revenue growth for fiscal year 2019, on a “comparable”, currency-neutral basis, which includes the results of C.R. Bard, Inc. ("Bard") in the prior year period, with adjustments to (1) eliminate revenues relating to divestitures, (2) reflect cumulative customer rebate and incentive fees relating to fiscal year 2018, (3) account for the reclassification of certain royalties previously reported by Bard as revenues; and (4) eliminate intercompany revenues. We believe these measures help investors better understand and evaluate the performance of the combined company following the Bard acquisition, as well as better evaluate our results by adjusting for items that effect year-to-year comparability. |
• | Adjusted Earnings Per Share. We present diluted earnings per share (“EPS”) for the third quarter and the first nine months of fiscal year 2019, and the corresponding prior periods, after eliminating items that we believe are not part of our ordinary operations and affect the comparability of the periods presented (“adjusted EPS”). We also present adjusted EPS for the full 2018 fiscal year. Adjusted EPS includes adjustments for, as applicable, purchase accounting adjustments, acquisition-related transaction, integration and restructuring costs, hurricane recovery costs, the impact of the extinguishment of certain long-term debt, gains from the sale of a business and an investment, certain litigation and recall charges and costs, certain asset impairments, certain regulatory costs, and the financing impacts associated with, and the dilutive impact of shares issued to fund, the Bard acquisition. We believe adjustments for these items allow investors to better understand the underlying operating results of BD and facilitate comparisons between the periods shown. We also show the growth in adjusted EPS compared to the prior year period after eliminating the impact of foreign currency translation, which can fluctuate from period to period, to further enable investors to evaluate BD’s underlying earnings performance compared to the prior periods. |
By: | /s/ Gary DeFazio |
Gary DeFazio | |
Senior Vice President and Corporate Secretary |