AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 2001
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001 COMMISSION FILE NUMBER 1-4802
-------------------
BECTON, DICKINSON AND COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-------------------
NEW JERSEY 22-0760120
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) 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)
-------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ----------------
Common Stock, par value $1.00 New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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_X_ No___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of November 30, 2001, 258,699,104 shares of the registrant's common stock
were outstanding and the aggregate market value of such common stock held by
nonaffiliates of the registrant was approximately $8,736,073,046.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the registrant's Annual Report to Shareholders for the
fiscal year ended September 30, 2001 are incorporated by reference into Parts I
and II hereof.
(2) Portions of the registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held February 13, 2002 are incorporated by reference into
Part III hereof.
________________________________________________________________________________
PART I
ITEM 1. BUSINESS.
GENERAL
Becton, Dickinson and Company was incorporated under the laws of the State
of New Jersey in November 1906, as successor to a New York business started in
1897. Its executive offices are located at 1 Becton Drive, Franklin Lakes,
New Jersey 07417-1880 and its telephone number is (201) 847-6800. All references
herein to 'BD' refer to Becton, Dickinson and Company and its domestic and
foreign subsidiaries unless otherwise indicated by the context.
BD is engaged principally in the manufacture and sale of a broad range of
medical supplies, devices, laboratory equipment and diagnostic products used by
healthcare institutions, life science researchers, clinical laboratories,
industry and the general public.
BUSINESS SEGMENTS
BD's operations consist of three worldwide business segments: Medical
Systems, Clinical Laboratory Solutions and Biosciences. Information with respect
to BD's business segments appears on pages 46-47 of BD's Annual Report to
Shareholders for the fiscal year ended September 30, 2001 (the '2001 Annual
Report'), and is incorporated herein by reference as part of Exhibit 13.
Medical Systems
The major products in this segment are hypodermic syringes and needles for
injection, insulin syringes and pen needles for diabetes care, infusion therapy
devices, prefillable drug delivery systems and surgical blades and scalpels.
This segment also includes specialty blades and cannulas for ophthalmic surgery
procedures, anesthesia needles, critical care systems, elastic support products
and thermometers.
Clinical Laboratory Solutions
The major products in this segment are clinical and industrial microbiology
products, sample collection products, specimen management systems, hemotology
instruments and other diagnostic systems, including immunodiagnostic test kits.
This segment also includes consulting services and customized and automated
bar-code systems.
Biosciences
This segment provides integrated systems, products and services for a
variety of applications in life sciences. The major products are flow cytometry
systems for cell analysis, monoclonal antibodies for biomedical research,
molecular biology reagents for the study of genes, cell growth and screening
products and labware products.
FOREIGN OPERATIONS
BD's products are manufactured and sold worldwide. The principal markets for
BD's products outside the United States are Europe, Japan, Asia Pacific, Canada
and Latin America. The principal products sold by BD outside of the United
States are hypodermic needles and syringes, diagnostic systems, VACUTAINER'r'
brand blood collection products, HYPAK'r' brand prefillable syringe systems, and
infusion therapy products. BD has manufacturing operations outside the United
States in Brazil, China, France, Germany, India, Ireland, Japan, Korea, Mexico,
Pakistan, Singapore, Spain, Sweden and the United Kingdom. Information with
respect to BD's geographic areas appears on page 48 of the 2001 Annual Report,
and is incorporated herein by reference as part of Exhibit 13.
Foreign economic conditions and exchange rate fluctuations have caused the
profitability from foreign revenues to fluctuate more than the profitability
from domestic revenues. BD believes its activities in some countries outside the
United States involve greater risk than its domestic business due to the
foregoing factors, as well as local commercial and economic policies and
political uncertainties.
REVENUES AND DISTRIBUTION
BD's products and services are marketed in the United States and
internationally through sales representatives and independent distribution
channels, and directly to end-users. Sales to a distributor, which supplies BD
products from the Medical Systems and Clinical Laboratory Solutions segments to
many end-users, accounted for approximately 11% of total BD revenues in fiscal
2001. Order backlog is not material to BD's business inasmuch as orders for BD
products generally are received and filled on a current basis, except for items
temporarily out of stock.
In the fourth quarter of 2001, BD adopted the provisions of Staff Accounting
Bulletin No. 101, 'Revenue Recognition in Financial Statements,' ('SAB 101')
retroactive to October 1, 2000. Upon adoption of this SAB, BD changed its
accounting method for recognizing the revenue on the sale of instruments in the
Biosciences segment. Revenue will now be recognized for these instruments upon
completion of installation at the customer site. BD also changed its accounting
method for revenue recognition related to branded insulin syringe products sold
under incentive programs to distributors in the U.S. consumer trade channel.
Revenue will now be recognized for these sales upon the sell-through of such
product from the distribution channel partner to the end customer. Substantially
all other revenue is recognized when products are shipped to customers.
Information with respect to BD's adoption of SAB 101 appears on pages 33 and 34
of the 2001 Annual Report, and is incorporated herein by reference as part of
Exhibit 13.
RESEARCH AND DEVELOPMENT
BD conducts its research and development activities at its operating units,
at Becton Dickinson Technologies in Research Triangle Park, North Carolina, and
in collaboration with selected universities, medical centers and other entities.
BD also retains individual consultants to support its efforts in specialized
fields. BD spent $212,000,000 on research and development during the fiscal year
ended September 30, 2001, and $224,000,000 and $254,000,000, respectively,
during the two immediately preceding fiscal years. Research and development
spending in fiscal year 1999 included the write-off of in-process research and
development from acquisitions of $49,000,000. Information with respect to BD's
write-off of in-process research and development from acquisitions appears on
page 38 of the 2001 Annual Report, and is incorporated herein by reference as
part of Exhibit 13.
COMPETITION
A number of companies, some of which are more specialized than BD, compete
in the medical technology field. In each such case, competition involves only a
part of BD's product lines. Competition in BD's markets is based on a
combination of factors, including price, quality, service, reputation,
distribution and promotion. Ongoing investments in research, quality management,
quality improvement, product innovation and productivity improvement are
required to maintain an advantage in the competitive environments in which BD
operates.
New companies have entered the medical technology field and established
companies have diversified their business activities into this area. Other firms
engaged in the distribution of medical technology products have become
manufacturers as well. Some of BD's competitors have greater financial resources
than BD. BD also is faced with competition from products manufactured outside
the United States.
INTELLECTUAL PROPERTY AND LICENSES
BD owns significant intellectual property, including patents, patent
applications, technology, trade secrets, know-how, copyrights and trademarks in
the United States and other countries. BD is also licensed under domestic and
foreign patents, patent applications, technology, trade secrets, know-how,
copyrights and trademarks owned by others. In the aggregate, these intellectual
property assets and licenses are of material importance to BD's business. BD
does not believe, however, that any single patent, technology, trademark,
intellectual property asset or license is material in relation to BD's business
as a whole.
2
RAW MATERIALS
BD purchases many different types of raw materials, including plastics,
glass, metals, yarn and yarn goods, paper products, agricultural products,
electronic and mechanical sub-assemblies and various biological, chemical and
petrochemical products. All but a few of BD's principal raw materials are
available from multiple sources.
REGULATION
BD's medical technology products and operations are subject to regulation by
the United States Food and Drug Administration and various other federal and
state agencies, as well as by a number of foreign governmental agencies. BD
believes it is in compliance in all material respects with the regulations
promulgated by such agencies, and that such compliance has not had, and is not
expected to have, a material adverse effect on its business.
BD also believes that its operations comply in all material respects with
applicable environmental laws and regulations. Such compliance has not had, and
is not expected to have, a material adverse effect on BD's capital expenditures,
earnings or competitive position.
EMPLOYEES
As of September 30, 2001, BD had approximately 24,800 employees, of whom
approximately 11,300 were employed in the United States. BD believes that its
employee relations are satisfactory.
CAUTIONARY STATEMENT PURSUANT TO PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995 -- 'SAFE HARBOR' FOR FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (the 'Act') provides a
safe harbor for forward-looking statements made by or on behalf of BD. BD and
its representatives may from time to time make certain forward-looking
statements in publicly-released materials, both written and oral, including
statements contained in this report and filings with the Securities and Exchange
Commission and in our other reports to shareholders. Forward-looking statements
may be identified by the use of words like 'plan,' 'expect,' 'believe,'
'intend,' 'will,' 'anticipate,' 'estimate' and other words of similar meaning in
conjunction with, among other things, discussions of future operations and
financial performance, as well as our strategy for growth, product development,
regulatory approvals, market position and expenditures. All statements which
address operating performance or events or developments that we expect or
anticipate will occur in the future -- including statements relating to volume
growth, sales and earnings per share growth and statements expressing views
about future operating results -- are forward-looking statements within the
meaning of the Act.
Forward-looking statements are based on current expectations of future
events. The forward-looking statements are and will be based on management's
then current views and assumptions regarding future events and operating
performance, and speak only as of their dates. Investors should realize that if
underlying assumptions prove inaccurate or unknown risks or uncertainties
materialize, actual results could vary materially from our expectations and
projections. Investors are therefore cautioned not to place undue reliance on
any forward-looking statements. Furthermore, we undertake no obligation to
update or revise any forward-looking statements whether as a result of new
information, future events and developments or otherwise.
The following are some important factors that could cause our actual results
to differ from our expectations in any forward-looking statements:
Regional, national and foreign economic factors, including inflation and
fluctuations in interest rates and foreign currency exchange rates and the
potential effect of such fluctuations on revenues, expenses and resulting
margins.
Competitive product and pricing pressures and our ability to gain or
maintain market share in the global market as a result of actions by
competitors, including technological advances achieved and patents attained
by competitors as patents on our products expire. While we believe our
opportunities for sustained, profitable growth are considerable, actions of
competitors could impact our earnings, share of sales and volume growth.
3
Changes in domestic and foreign healthcare resulting in pricing pressures,
including the continued consolidation among healthcare providers, trends
toward managed care and healthcare cost containment and government laws and
regulations relating to sales and promotion, reimbursement and pricing
generally.
Fluctuations in the cost and availability of raw materials and the ability
to maintain favorable supplier arrangements and relationships.
Government laws and regulations affecting domestic and foreign operations,
including those relating to trade, monetary and fiscal policies, taxation,
environmental matters, price controls, licensing and regulatory approval of
new products.
Difficulties inherent in product development, including the potential
inability to successfully continue technological innovation, complete
clinical trials, obtain regulatory approvals in the United States and
abroad, or gain and maintain market approval of products, and the
possibility of encountering infringement claims by competitors with respect
to patent or other intellectual property rights, all of which can preclude
or delay commercialization of a product.
Significant litigation adverse to BD, including product liability claims,
patent infringement claims, and antitrust claims, as well as other risks
and uncertainties detailed from time to time in our Securities and Exchange
Commission filings.
Our ability to achieve earnings forecasts, which are generated, based on
projected volumes and sales of many product types, some of which are more
profitable than others. There can be no assurance that we will achieve a
projected level or mix of product sales.
Product efficacy or safety concerns resulting in product recalls,
regulatory action on the part of the U.S. Food and Drug Administration (or
foreign counterparts) or declining sales.
Economic and political conditions in international markets, including civil
unrest, governmental changes and restrictions on the ability to transfer
capital across borders.
Our ability to penetrate developing and emerging markets, which also
depends on economic and political conditions, and how well we are able to
acquire or form strategic business alliances with local companies and make
necessary infrastructure enhancements to production facilities,
distribution networks, sales equipment and technology.
The impact of business combinations, including acquisitions and
divestitures, both internally for BD and externally in the healthcare
industry.
Issuance of new or revised accounting standards by the American Institute
of Certified Public Accountants, the Financial Accounting Standards Board
or the Securities and Exchange Commission.
The foregoing list sets forth many, but not all, of the factors that could
impact our ability to achieve results described in any forward-looking
statements. Investors should understand that it is not possible to predict or
identify all such factors and should not consider this list to be a complete
statement of all potential risks and uncertainties.
ITEM 2. PROPERTIES.
BD's executive offices are located in Franklin Lakes, New Jersey. BD owns
and leases approximately 14,000,000 square feet of manufacturing, warehousing,
administrative and research facilities throughout the world. The domestic
facilities, including Puerto Rico, comprise approximately 5,900,000 square feet
of owned and 2,200,000 square feet of leased space. The foreign facilities
comprise approximately 3,700,000 square feet of owned and 2,200,000 square feet
of leased space. Sales offices and distribution centers included in the total
square footage are also located throughout the world.
Operations in each of BD's business segments are conducted at both domestic
and foreign locations. Particularly in the international marketplace, facilities
often serve more than one business segment and are used for multiple purposes,
such as administrative/sales, manufacturing and/or warehousing/distribution. BD
generally seeks to own its manufacturing facilities, although some are leased.
Most of BD's administrative, sales and warehousing/distribution facilities are
leased.
4
BD believes that its facilities are of good construction and in good
physical condition, are suitable and adequate for the operations conducted at
those facilities, and are, with minor exceptions, fully utilized and operating
at normal capacity.
The domestic facilities include facilities in Arizona, California, Colorado,
Connecticut, Florida, Georgia, Illinois, Indiana, Kentucky, Maryland,
Massachusetts, Michigan, Missouri, Nebraska, New Jersey, New York, North
Carolina, South Carolina, Tennessee, Texas, Utah, Virginia, Wisconsin and Puerto
Rico.
The foreign facilities are grouped as follows:
-- Canada includes approximately 105,900 square feet of leased space.
-- Europe and Eastern Europe, Middle East and Africa include facilities
in Austria, Belgium, Denmark, Egypt, England, Finland, France, Germany,
Greece, Hungary, Ireland, Italy, the Netherlands, Poland, Russia, South
Africa, Spain, Sweden, Switzerland, Turkey and the United Arab Emirates, and
are comprised of approximately 1,900,000 square feet of owned and 900,000
square feet of leased space.
-- Latin America includes facilities in Argentina, Bolivia, Brazil,
Chile, Colombia, Guatemala, Mexico, Panama, Paraguay, Peru, Uruguay and
Venezuela, and is comprised of approximately 775,700 square feet of owned
and 730,500 square feet of leased space.
-- Asia Pacific includes facilities in Australia, China, Hong Kong,
India, Indonesia, Japan, Malaysia, New Zealand, Pakistan, the Philippines,
Singapore, South Korea, Taiwan, Thailand and Vietnam, and is comprised of
approximately 1,100,000 square feet of owned and 450,000 square feet of
leased space.
The table below summarizes property information by business segment:
CLINICAL
MEDICAL LABORATORY
CATEGORY CORPORATE BIOSCIENCES SYSTEMS SOLUTIONS MIXED(A) TOTAL
-------- --------- ----------- ------- --------- -------- -----
Leased
Sites.................... 2 16 127 6 14 165
Square feet.............. 10,055 410,159 2,205,291 181,446 1,580,317 4,387,268
Manufacturing
square footage......... 0 2 7 2 0 11
Manufacturing
facilities............. 0 94,318 314,003 25,267 0 433,588
Owned
Facilities............... 3 4 27 13 5 52
Square feet.............. 431,260 613,203 5,179,757 2,580,269 798,926 9,603,415
Manufacturing
square footage......... 0 4 26 12 1 43
Manufacturing
facilities............. 0 265,133 2,985,149 1,460,556 52,008 4,762,846
Total
Facilities............... 5 20 154 19 19 217
Square feet.............. 441,315 1,023,362 7,385,048 2,761,715 2,379,243 13,990,683
Manufacturing
square footage......... 0 6 33 14 1 54
Manufacturing
facilities............. 0 359,451 3,299,152 1,485,823 52,008 5,196,434
- ---------
(A) Facilities used by all business segments.
ITEM 3. LEGAL PROCEEDINGS.
We, along with a number of other manufacturers, have been named as a
defendant in approximately 482 product liability lawsuits (as of November 7,
2001) related to natural rubber latex that have been filed in various state and
Federal courts. Cases pending in Federal Court are being coordinated under the
matter In re Latex Gloves Products Liability Litigation (MDL Docket No. 1148) in
Philadelphia, and analogous procedures have been implemented in the state courts
of California,
5
Pennsylvania, New Jersey and New York. Generally, these actions allege that
medical personnel have suffered allergic reactions ranging from skin irritation
to anaphylaxis as a result of exposure to medical gloves containing natural
rubber latex. In 1986, we acquired a business which manufactured, among other
things, latex surgical gloves. In 1995, we divested this glove business. We are
vigorously defending these lawsuits.
We, along with another manufacturer and several medical product
distributors, have been named as a defendant in 11 product liability lawsuits
relating to healthcare workers who allegedly sustained accidental needlesticks,
but have not become infected with any disease.
In California, Chavez vs. Becton Dickinson (Case No. 722978, San Diego
County Superior Court), filed on August 4, 1998, was dismissed in a
judgment filed March 19, 1999. On August 29, 2000, the appellate court
affirmed the dismissal of the product liability claims, leaving only a
pending statutory claim for which the court has stated the plaintiff cannot
recover damages. On September 10, 2001, the parties reached a final
settlement of this remaining cause of action.
In Florida, Delgado vs. Becton Dickinson et al. (Case No. 98-5608,
Hillsborough County Circuit Court) filed on July 24, 1998, was voluntarily
withdrawn by the plaintiffs on March 8, 1999.
In New Jersey, Pollak, Swartley vs. Becton Dickinson et al. (Case No.
L-9449-98, Camden County Superior Court), filed on December 7, 1998,
summary judgment dismissing the complaint of the class representative was
granted on November 30, 2001.
In Pennsylvania, McGeehan vs. Becton Dickinson (Case No. 3474, Court of
Common Pleas, Philadelphia County) filed on November 27, 1998, was
dismissed without leave to amend in an order dated December 18, 2000.
Cases have been filed on behalf of an unspecified number of healthcare
workers in seven other states, seeking class action certification under the laws
of these states. Generally, these remaining actions allege that healthcare
workers have sustained needle sticks using hollow-bore needle devices
manufactured by BD and, as a result, require medical testing, counseling and/or
treatment. Several actions additionally allege that the healthcare workers have
sustained mental anguish. Plaintiffs seek money damages in all of these actions,
which are pending in Ohio state court, under the caption Grant vs. Becton
Dickinson et al. (Case No. 98 CVB075616, Franklin County Court), filed on
July 22, 1998; in state court in Illinois, under the caption McCaster vs. Becton
Dickinson et al. (Case No. 98L09478, Cook County Circuit Court), filed on
August 13, 1998; in state court in Oklahoma, under the caption Palmer vs. Becton
Dickinson et al. (Case No. CJ-98-685, Sequoyah County District Court), filed on
October 27, 1998; in state court in Alabama, under the caption Daniels vs.
Becton Dickinson et al. (Case No. CV 1998 2757, Montgomery County Circuit
Court), filed on October 30, 1998; in state court in South Carolina, under the
caption Bales vs. Becton Dickinson et al. (Case No. 98-CP-40-4343, Richland
County Court of Common Pleas), filed on November 25, 1998; in state court in New
York, under the caption Benner vs. Becton Dickinson et al.
(Case No. 99-111372, Supreme Court of the State of New York), filed on June 1,
1999, and in Texas state court, under the caption Usrey vs. Becton Dickinson et
al. (Case No. 342-173329-98, Tarrant County District Court), filed on April 9,
1998.
In Texas state court, in the matter of Usrey vs. Becton Dickinson et al.,
the Court of Appeals for the Second District of Texas filed an Opinion on
August 16, 2001 reversing the trial court's certification of a class, and
remanding the case to the trial court for further proceedings consistent with
that opinion. Plaintiffs petitioned the appellate court for rehearing, which the
Court of Appeals denied on October 25, 2001.
We continue to oppose class action certification in these cases and will
continue vigorously to defend these lawsuits, including pursuing all appropriate
rights of appeal.
BD has insurance policies in place, and believes that a substantial portion
of defense costs and potential liability, if any, in the latex and class action
matters will be covered by insurance. In order to protect our rights to
coverage, we have filed an action for declaratory judgment under the caption
Becton Dickinson and Company vs. Adriatic Insurance Company et al. (Docket
No. MID-L-3649-99MT, Middlesex County Superior Court) in New Jersey state court.
We have established reserves to cover reasonably-anticipated defense costs in
all product liability lawsuits, including the needlestick class action and latex
matters.
On January 29, 2001, Retractable Technologies, Inc. ('RTI') filed an action
under the caption Retractable Technologies, Inc. vs. Becton Dickinson and
Company, et al. (Case No. CA510V036, United
6
States District Court, Eastern District of Texas), against BD, another
manufacturer and two group purchasing organizations ('GPOs'). RTI (a
manufacturer of retractable syringes) alleges that we and other defendants
conspired to exclude them from the market and maintain our market share by
entering into long-term contracts with GPOs in violation of state and Federal
antitrust laws. Plaintiff seeks money damages. This action is in preliminary
stages. Discovery commenced in October, 2001, and we are vigorously defending
this action.
On May 11, 2001, CalOSHA issued a Citation and Notification of Penalty to
the Kaiser Permanente Sunset facility in Los Angeles, alleging that the BD
Eclipse blood collection device used in the laboratory at that facility did not
meet the California regulatory standard for a needle with engineered sharp
injury protection. The Citation did not state the factual basis of the
allegation or the relief sought. Kaiser has appealed this Citation and we have
intervened in the proceeding. Subsequent to the Citation, CalOSHA issued a
public statement that 'We are not making an announcement per se that the Eclipse
device is unacceptable, but that the way it was used may be a problem. We are
not saying at this time that employers should not be using this device.'
We also are involved both as a plaintiff and a defendant in other legal
proceedings and claims which arise in the ordinary course of business, including
product liability and environmental matters.
We are a party to a number of Federal proceedings in the United States
brought under the Comprehensive Environmental Response, Compensation and
Liability Act, also known as 'Superfund,' and similar state laws. For all sites,
there are other potentially responsible parties that may be jointly or severally
liable to pay all cleanup costs. We accrue costs for estimated environmental
liabilities based upon our best estimate within the range of probable losses,
without considering possible third-party recoveries.
While it is not possible to predict or determine the outcome of the above or
other legal actions brought against the Company, upon resolution of such
matters, BD may incur charges in excess of currently established reserves. While
such future charges, individually and in the aggregate, could have a material
adverse impact on our net income and net cash flows in the period in which they
are recorded or paid, in the opinion of management, the results of the above
matters, individually and in the aggregate, are not expected to have a material
adverse effect on our consolidated financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT (AS OF DECEMBER 1, 2001)
The following is a list of the executive officers of BD, their ages and all
positions and offices held by each of them during the past five years. There is
no family relationship between any of the named persons.
NAME AGE POSITION
- ---- --- --------
Edward J. Ludwig............... 50 Director since 1999; President and Chief Executive Officer
since January 2000; (Elected to assume the additional role of
Chairman of the Board on February 13, 2002); President from
May 1999 to January 2000; Executive Vice President from
July 1998 to May 1999; and Senior Vice President -- Finance
and Chief Financial Officer from July 1995 to June 1998.
Richard O. Brajer.............. 41 President -- Worldwide Clinical Laboratory Solutions since
November 2000; President -- Worldwide Preanalytical Solutions
from July 1999 to November 2000; President -- Worldwide
Sample Collection from October 1998 to July 1999;
President -- Infusion Therapy Europe from February 1998 to
September 1998; and Vice President/General Manager --
Consumer Products Europe from October 1995 to January 1998.
7
NAME AGE POSITION
- ---- --- --------
Gilberto Bulcao................ 54 President -- North and South Latin America since
January 2000; and President -- South Latin America from
October 1996 to December 1999.
Gary M. Cohen.................. 42 President -- Worldwide Medical Systems since May 1999;
Executive Vice President from July 1998 to May 1999;
President -- Becton Dickinson Europe and Worldwide
Sample Collection from October 1997 to June 1998; and
President -- Worldwide Sample Collection from
October 1996 to September 1997.
John R. Considine.............. 51 Executive Vice President and Chief Financial Officer
since June 2000; Senior Vice President, Finance of
American Home Products Corporation from February to
June 2000; and prior thereto, Vice President, Finance of
American Home Products Corporation.
Jean-Marc Dageville............ 42 Vice President -- Human Resources since March, 2001;
Vice President -- Human Resources, BD Medical Systems
2001-2001; Vice President -- Human Resources, Europe
1998-2000; and prior thereto HR Director, Europe for the
Microbiology, Consumer Healthcare and Medical and
Infusion Therapy businesses.
Vincent A. Forlenza............ 48 Senior Vice President -- Technology, Strategy and
Development since February 1999; and
President -- Worldwide Microbiology Systems from
October 1996 to January 1999.
A. John Hanson................. 57 President -- Becton Dickinson Europe since
October 1998; Vice President Becton Dickinson Vacutainer
Systems Europe from May 1997 to October 1998; and prior
thereto, Director of Operations.
Bridget M. Healy............... 46 Vice President, General Counsel and Corporate Secretary
since June 2000; Vice President and Corporate Secretary
from February 1997 to June 2000; Assistant Corporate
Secretary, Associate General Counsel and Senior
Corporate Attorney from September 1995 to
February 1997.
William A. Kozy................ 49 Senior Vice President -- Company Operations since
November 2000; Senior Vice President -- Manufacturing
from October 1998 to November 2000; and
President -- Worldwide Injection Systems from
October 1996 to October 1998.
Deborah J. Neff................ 48 President -- Worldwide Biosciences since February 1999;
and President -- Worldwide Immunocytometry Systems from
October 1996 to January 1999.
Rex C. Valentine............... 50 President -- Becton Dickinson Japan since January 1997,
and prior thereto General Manager, Diabetes Health Care,
Becton Dickinson Japan.
James R. Wessel................ 61 President -- Becton Dickinson Asia-Pacific since
May 2000; and President -- Becton Dickinson Canada from
October 1996 to May 2000.
8
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
BD's common stock is listed on the New York Stock Exchange. As of
November 30, 2001, there were approximately 10,330 shareholders of record. The
balance of the information required by this item appears under the caption
'Common Stock Prices and Dividends' on the inside back cover of BD's 2001 Annual
Report and is incorporated herein by reference as part of Exhibit 13.
ITEM 6. SELECTED FINANCIAL DATA.
The information required by this item is included under the caption
'Ten-Year Summary of Selected Financial Data' on pages 18-19 of BD's 2001 Annual
Report and is incorporated herein by reference as part of Exhibit 13.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information required by this item is included in the text contained
under the caption 'Financial Review' on pages 20-26 of BD's 2001 Annual Report
and is incorporated herein by reference as part of Exhibit 13.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The information required by this item is included in the text contained on
page 22 of the 'Financial Review' section of BD's 2001 Annual Report, and in
notes 1 and 10 to the consolidated financial statements contained in BD's 2001
Annual Report, and each is incorporated herein by reference as part of
Exhibit 13.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this item is included on page 15 herein and on
pages 27-48 of BD's 2001 Annual Report and is incorporated herein by reference
as part of Exhibit 13.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information relating to directors required by this item will be
contained under the captions 'Board of Directors', 'Election of Directors' and
'Continuing Directors' in a definitive Proxy Statement involving the election of
directors which the registrant will file with the Securities and Exchange
Commission not later than 120 days after September 30, 2001 (the 'Proxy
Statement'), and such information is incorporated herein by reference.
The information relating to executive officers required by this item is
included herein in Part I under the caption 'Executive Officers of the
Registrant'.
The information required pursuant to Item 405 of Regulation S-K will be
contained under the caption 'Section 16(a) Beneficial Ownership Reporting
Compliance' in BD's Proxy Statement, and such information is incorporated herein
by reference.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this item will be contained under the captions
'Board of Directors' and 'Executive Compensation' in BD's Proxy Statement, and
such information is incorporated herein by reference.
9
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by this item will be contained under the caption
'Share Ownership of Management and Certain Beneficial Owners' in BD's Proxy
Statement, and such information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not applicable.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) Financial Statements
The following consolidated financial statements of BD included in BD's 2001
Annual Report at the pages indicated in parentheses, are incorporated by
reference in Item 8 hereof:
Report of Independent Auditors (page 27)
Consolidated Statements of Income -- Years ended September 30, 2001,
2000 and 1999 (page 28)
Consolidated Statements of Comprehensive Income -- Years ended
September 30, 2001, 2000 and 1999 (page 29)
Consolidated Balance Sheets -- September 30, 2001 and 2000 (page 30)
Consolidated Statements of Cash Flows -- Years ended September 30, 2001,
2000 and 1999 (page 31)
Notes to Consolidated Financial Statements (pages 32-48)
(a)(2) Financial Statement Schedules
The following consolidated financial statement schedule of BD is included
herein at the page indicated in parentheses:
Schedule II -- Valuation and Qualifying Accounts (page 13)
All other schedules for which provision is made in the applicable accounting
regulations of the Securities Exchange Act of 1934 are not required under the
related instructions or are inapplicable, and therefore have been omitted.
(a)(3) Exhibits
See Exhibit Index on pages 14-17 hereof for a list of all management
contracts, compensatory plans and arrangements required by this item (Exhibit
Nos. 10(a)(i) through 10(o)(ii), and all other Exhibits filed or incorporated by
reference as a part of this report.)
(b) Reports on Form 8-K
On July 6, 2001, BD filed amended by-laws on a Form 8-K. On July 18, 2001,
BD filed a report on Form 8-K for purposes of reporting its results for the
third quarter ended June 30, 2001. On September 17, 2001, BD filed a report on
Form 8-K for purposes of reporting the approval by the Board of Directors of a
stock repurchase program. Pursuant to Regulation FD, BD also filed a report on
Form 8-K on August 17, 2001 to report on developments in certain legal
proceedings.
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BECTON, DICKINSON AND COMPANY
By: /s/ BRIDGET M. HEALY
..................................
BRIDGET M. HEALY
VICE PRESIDENT, GENERAL COUNSEL
AND CORPORATE SECRETARY
Dated: December 21, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on the 21st day of December, 2001 by the following
persons on behalf of the registrant and in the capacities indicated.
NAME CAPACITY
---- --------
/s/ CLATEO CASTELLINI Chairman of the Board
.........................................
(CLATEO CASTELLINI)
/s/ EDWARD J. LUDWIG Director, President and
......................................... Chief Executive Officer
(EDWARD J. LUDWIG) (Principal Executive Officer)
/s/ JOHN R. CONSIDINE Executive Vice President and
......................................... Chief Financial Officer
(JOHN R. CONSIDINE) (Principal Financial Officer)
/s/ RICHARD M. HYNE Vice President and Controller
......................................... (Principal Accounting Officer)
(RICHARD M. HYNE)
/s/ HARRY N. BEATY, M.D. Director
.........................................
(HARRY N. BEATY, M.D.)
/s/ HENRY P. BECTON, JR. Director
.........................................
(HENRY P. BECTON, JR.)
/s/ ALBERT J. COSTELLO Director
.........................................
(ALBERT J. COSTELLO)
/s/ GERALD M. EDELMAN, M.D. Director
.........................................
(GERALD M. EDELMAN, M.D.)
/s/ FRANK A. OLSON Director
.........................................
(FRANK A. OLSON)
/s/ JAMES F. ORR Director
.........................................
(JAMES F. ORR)
/s/ WILLARD J. OVERLOCK, JR. Director
.........................................
(WILLARD J. OVERLOCK, JR.)
11
NAME CAPACITY
---- --------
/s/ JAMES E. PERRELLA Director
.........................................
(JAMES E. PERRELLA)
/s/ ALFRED SOMMER Director
.........................................
(ALFRED SOMMER)
/s/ MARGARETHA AF UGGLAS Director
.........................................
(MARGARETHA AF UGGLAS)
12
SCHEDULE II
BECTON, DICKINSON AND COMPANY
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED SEPTEMBER 30, 2001, 2000 AND 1999
(THOUSANDS OF DOLLARS)
COL. A COL. B COL. C COL. D COL. E
- ---------------------------------------------------------------------------------------------------
ADDITIONS
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND END OF
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS PERIOD
- ---------------------------------------------- ---------- ---------- ---------- ----------
2001
Against trade receivables:
For doubtful accounts................. $32,986 $ 7,063 $10,301(A) $29,748
For cash discounts.................... 10,656 27,201 25,313 12,544
------- ------- ------- -------
Total............................. $43,642 $34,264 $35,614 $42,292
------- ------- ------- -------
------- ------- ------- -------
2000
Against trade receivables:
For doubtful accounts................. $34,775 $ 691 $ 2,480(A) $32,986
For cash discounts.................... 14,261 28,022 31,627 10,656
------- ------- ------- -------
Total............................. $49,036 $28,713 $34,107 $43,642
------- ------- ------- -------
------- ------- ------- -------
1999
Against trade receivables:
For doubtful accounts................. $24,739 $13,244 $ 3,208(A) $34,775
For cash discounts.................... 10,779 38,292 34,810 14,261
------- ------- ------- -------
Total............................. $35,518 $51,536 $38,018 $49,036
------- ------- ------- -------
------- ------- ------- -------
- ---------
(A) Accounts written off.
13
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------- ----------------
3(a)(i) Restated Certificate of Incorporation, as Incorporated by reference to Exhibit 3(a)
amended January 22, 1990 to the registrant's Annual Report on
Form 10-K for fiscal year ended
September 30, 1990
3(a)(ii) Amendment to the Restated Certificate of Incorporated by reference to Exhibit 3(a)
Incorporation, as of August 5, 1996 to the registrant's Quarterly Report on
Form 10-Q for the period ended June 30,
1996
3(a)(iii) Amendment to the Restated Certificate of Incorporated by reference to Exhibit 3(b)
Incorporation, as of August 10, 1998 to the registrant's Quarterly Report on
Form 10-Q for the period ended June 30,
1998
3(b) By-Laws, as amended and restated as of Incorporated by reference to
May 22, 2001 Exhibit 3(ii) to Form 8-K filed by the
registrant on July 5, 2001
4(a) Indenture, dated as of December 1, 1982, Incorporated by reference to Exhibit 4 to
between the registrant and Manufacturers Registration Statement No. 2-80707 on Form
Hanover Trust Company S-3 filed by the registrant
4(b) First Supplemental Indenture, dated as of Incorporated by reference to Exhibit 4(b)
May 15, 1986, between the registrant and to Registration Statement No. 33-5663 on
Manufacturers Hanover Trust Company Form S-3 filed by the registrant
4(c) Second Supplemental Indenture, dated as Incorporated by reference to Exhibit 4(c)
of January 10, 1995, between the to Form 8-K filed by the registrant on
registrant and The Chase Manhattan Bank January 12, 1995
(formerly known as Chemical Bank, the
successor by merger to Manufacturers
Hanover Trust Company)
4(d) Indenture, dated as of March 1, 1997, Incorporated by reference to Exhibit 4(a)
between the registrant and The Chase to Form 8-K filed by the registrant on
Manhattan Bank July 31, 1997 (the registrant hereby
agrees to furnish to the Commission upon
request a copy of any other instruments
which define the rights of holders of
long-term debt of the registrant)
4(e)(i) Rights Agreement, dated November 28, Incorporated by reference to Exhibit
1995, as amended and restated as of 4(e)(i) to the registrant's Quarterly
March 28, 2000, between the registrant Report on Form 10-Q for the period ended
and Equiserve Trust Company, N.A., which March 31, 2000
includes as thereto, the Form of Right
Certificate, and as Exhibit B thereto,
the Summary of Rights to Purchase
Preferred Stock (the 'Amended and
Restated Rights Agreement')
4(e)(ii) Amendment No. 1 to the Amended and Incorporated by reference to
Restated Rights Agreement, dated as of Exhibit 4(e)(ii) to the registrant's
April 24, 2000 Quarterly Report on Form 10-Q for the
period ended March 31, 2000
14
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------- ----------------
10(a)(i) Form of Employment Agreement providing Incorporated by reference to Exhibit
for certain payments to Executive 10(b)(i) to the registrant's Quarterly
Officers in the event of a discharge Report on Form 10-Q for the period
or significant change in such ended March 31, 2000
officers' respective duties after a
change of control of the registrant
10(a)(ii) Form of Employment Agreement providing Incorporated by reference to Exhibit
for certain payments to Corporate 10(b)(ii) to the registrant's
Officers in the event of a discharge Quarterly Report on Form 10-Q for the
or significant change in such period ended March 31, 2000
officers' respective duties after a
change of control of the registrant
10(b)(i) Form of Split Dollar Agreement and Incorporated by reference to Exhibit
related Collateral Assignment covering 10(e) to the registrant's Annual
the providing to certain corporate Report on Form 10-K for the fiscal
officers of a life insurance policy in year ended September 30, 1987
an amount equal to two times base
salary in lieu of full participation
in the registrant's group life
insurance program
10(b)(ii) Form of Endorsement Method Split Incorporated by reference to Exhibit
Agreement covering the providing to 10(c)(ii) to the registrant's Annual
certain corporate officers of a life Report on Form 10-K for the fiscal
insurance policy in an amount equal to year ended September 30, 1999
Report on Form 10-K for the fiscal
year ended September 30, 1999 two
times base salary in lieu of full
participation in the registrant's
group life insurance program
10(c)(i) Stock Award Plan, as amended and Incorporated by reference to Exhibit
restated effective February 11, 1992 10(d) to the registrant's Annual
Report on Form 10-K for the fiscal
year ended September 30, 1992
10(c)(ii) Amendment dated as of April 24, 2000 Incorporated by reference to Exhibit
to the Stock Award Plan, as amended 10(d) to the registrant's Quarterly
and restated effective February 11, Report on Form 10-Q for the period
1992 ended June 30, 2000
10(d) Performance Incentive Plan, as amended Filed with this report
and restated January 23, 2001
10(e)(i) 1982 Unqualified Stock Option Plan, as Incorporated by reference to Exhibit
amended and restated February 8, 1994 10(f) to the registrant's Annual
Report on Form 10-K for the fiscal
year ended September 30, 1994
10(e)(ii) Amendment dated as of April 24, 2000 Incorporated by reference to Exhibit
to the 1982 Unqualified Stock Option 10(f) to the registrant's Quarterly
Plan, as amended and restated Report on Form 10-Q for the period
February 8, 1994 ended June 30, 2000
10(f) Deferred Compensation Plan, as amended Filed with this report
and restated November 1, 2001
15
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------- ----------------
10(g)(i) 1996 Directors' Deferral Plan Incorporated by reference to
Exhibit 4 to Registration Statement
No. 333-16091 on Form S-8 filed by the
registrant
10(g)(ii) Amendment dated as of April 24, 2000 Incorporated by reference to Exhibit
to the 1996 Directors' Deferral Plan, 10(g)(ii) to the registrant's
dated November 1, 1996 Quarterly Report on Form 10-Q for the
period ended June 30, 2000
10(h)(i) 1990 Stock Option Plan, as amended and Incorporated by reference to Exhibit
restated February 8, 1994 10(i) to the registrant's Annual
Report on Form 10-K for the fiscal
year ended September 30, 1994
10(h)(ii) Amendment dated as of April 24, 2000 Incorporated by reference to Exhibit
to the 1990 Stock Option Plan, as 10(h) to the registrant's Quarterly
amended and restated February 8, 1994 Report on Form 10-K for the period
ended June 30, 2000
10(i)(i) Retirement Benefit Restoration Plan, Incorporated by reference to Exhibit
as amended and restated as of 10(i)(i) to the registrant's Annual
November 27, 2000 Report on Form 10-K for the fiscal
year ended September 30, 2000
10(i)(ii) Amendment to the Retirement Benefit Filed with this report
Restoration Plan dated October 16,
2001
10(i)(iii) Employee Participation Agreement dated Incorporated by reference to Exhibit
November 27, 2000 between the 10(i)(iii) to the registrant's Annual
registrant and John R. Considine Report on Form 10-K for the period
ended September 30, 2000
10(i)(iv) Agreement dated December 18, 2000 Incorporated by reference to Exhibit
between the registrant and John R. 10(i)(iv) to the registrant's Annual
Considine Report on Form 10-K for the period
ended September 30, 2000
10(j)(i) 1994 Restricted Stock Plan for Incorporated by reference to
Non-Employee Directors Exhibit A to the registrant's Proxy
Statement dated January 5, 1994
10(j)(ii) Amendment to the 1994 Restricted Stock Incorporated by reference to Exhibit
Plan for Non-Employee Directors as of 10(j)(ii) to the registrant's Annual
November 26, 1996 Report on Form 10-K for the fiscal
year ended September 30, 1996
10(k)(i) 1995 Stock Option Plan, as amended and Incorporated by reference to Exhibit
restated January 27, 1998 10(k) to the registrant's Annual
Report on Form 10-K for the fiscal
year ended September 30, 1998
10(k)(ii) Amendments dated as of April 24, 2000 Incorporated by reference to Exhibit
to the 1995 Stock Option Plan, as 10(k) to the registrant's Quarterly
amended and restated January 27, 1998 Report on Form 10-Q for the period
ended June 30, 2000
10(l)(i) 1998 Stock Option Plan Incorporated by reference to Exhibit
10.1 to the registrant's Quarterly
Report on Form 10-Q/A for the period
ended March 31, 1998
16
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------- ----------------
10(l)(ii) Amendments dated as of April 24, 2000 Incorporated by reference to Exhibit
to the 1998 Stock Option Plan 10-Q for 10(l) to the registrant's Quarterly
the period ended June 30, 2000 Report on Form
10(m) Australian, French and Spanish addenda Incorporated by reference to Exhibit
to the Becton, Dickinson and Company 10(m) to the registrant's Annual
Stock Option Plans Report on Form 10-K for the fiscal
year ended September 30, 1998
10(n) Indian addendum to the Becton, Incorporated by reference to Exhibit
Dickinson and Company Stock Option 10(n) to registrant's Annual Report on
Plans Form 10-K for the fiscal year ended
September 30, 1999
10(o)(i) Non-Employee Directors 2000 Stock Incorporated by reference to Exhibit
Option Plan 10(o) to the registrant's Quarterly
Report on Form 10-Q for the period
ended March 31, 2000
10(o)(ii) Amendments dated as of April 24, 2000 Incorporated by reference to Exhibit
to the Non-Employee Directors 2000 10(o) to the registrant's Quarterly
Stock Option Plan Report on Form 10-Q for the period
ended June 30, 2000
13 Portions of the registrant's Annual Filed with this report
Report to Shareholders for fiscal year
2001
21 Subsidiaries of the registrant Filed with this report
23 Consent of independent auditors Filed with this report
-------------------
Copies of any Exhibits not accompanying this Form 10-K are available at a
charge of 25 cents per page by contacting: Investor Relations, Becton, Dickinson
and Company, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, Phone:
1-800-284-6845.
17
STATEMENT OF DIFFERENCES
------------------------
The registered trademark symbol shall be expressed as.................. 'r'