Becton, Dickinson and Company
Summary
Ten-Year Summary of Selected Financial Data
Years Ended September 30
Dollars in millions, except per-share amounts
2003 2002 2001 2000
- -----------------------------------------------------------------------------------------------
Operations
Revenues $4,527.9 $4,033.1 $3,746.2 $3,618.3
Research and Development Expense 235.1 220.2 211.8 223.8
Operating Income 749.1 675.7 637.8 514.8
Interest Expense, Net 36.6 33.3 55.4 74.2
Income Before Income Taxes and
Cumulative Effect of Accounting Changes 709.7 628.6 576.8 519.9
Income Tax Provision 162.7 148.6 138.3 127.0
Net Income 547.1 480.0 401.7(A) 392.9
Basic Earnings Per Share 2.14 1.85 1.55(A) 1.54
Diluted Earnings Per Share 2.07 1.79 1.49(A) 1.49
Dividends Per Common Share .40 .39 .38 .37
Financial Position
Current Assets $2,338.6 $1,917.2(E) $1,751.4(E) $1,660.7
Current Liabilities 1,043.4 1,248.1(E) 1,260.3(E) 1,353.5
Property, Plant and Equipment, Net 1,844.8 1,765.7 1,716.0 1,576.1
Total Assets 5,572.3 5,029.0(E) 4,790.8(E) 4,505.1
Long-Term Debt 1,184.0 803.0 783.0 779.6
Shareholders' Equity 2,897.0 2,480.9(E) 2,321.7(E) 1,956.0
Book Value Per Common Share 11.54 9.71(E) 8.96(E) 7.72
Financial Relationships
Gross Profit Margin 48.4% 48.3% 48.9% 48.9%
Return on Revenues 12.1% 11.9% 11.7%(C) 10.9%
Return on Total Assets(B) 14.2% 13.6%(E) 13.8%(E) 13.6%
Return on Equity 20.3% 20.0%(E) 20.4%(C)(E) 21.1%
Debt to Capitalization(D) 30.4% 32.6%(E) 33.9%(E) 41.4%
Additional Data
Number of Employees 24,800 25,200 24,800 25,000
Number of Shareholders 9,868 10,050 10,329 10,822
Average Common and Common
Equivalent Shares Outstanding-
Assuming Dilution (millions) 263.6 268.2 268.8 263.2
Depreciation and Amortization $ 344.5 $ 304.6 $ 305.7 $ 288.3
Capital Expenditures 261.0 259.7 370.8 376.4
(A) Includes cumulative effect of accounting change of $36.8 ($.14 per basic
and diluted share).
(B) Earnings before interest expense, taxes and cumulative effect of accounting
changes as a percent of average total assets.
(C) Excludes the cumulative effect of accounting changes.
(D) Total debt as a percent of the sum of total debt, shareholders' equity and
net non-current deferred income tax liabilities.
(E) Restated to reflect the change from the LIFO to FIFO inventory valuation
method in 2003.
21
Becton, Dickinson and Company
1999 1998 1997 1996 1995 1994
- ---------------------------------------------------------------
$3,418.4 $3,116.9 $2,810.5 $2,769.8 $2,712.5 $2,559.5
254.0 217.9 180.6 154.2 144.2 144.2
445.2 405.4 450.5 431.2 396.7 325.0
72.1 56.3 39.4 37.4 42.8 47.6
372.7 340.9 422.6 393.7 349.6 296.2
96.9 104.3 122.6 110.2 97.9 69.0
275.7 236.6 300.1 283.4 251.7 227.2
1.09 .95 1.21 1.10 .92 .77
1.04 .90 1.15 1.05 .89 .76
.34 .29 .26 .23 .21 .19
$1,683.7 $1,542.8 $1,312.6 $1,276.8 $1,327.5 $1,326.6
1,329.3 1,091.9 678.2 766.1 720.0 678.3
1,431.1 1,302.7 1,250.7 1,244.1 1,281.0 1,376.3
4,437.0 3,846.0 3,080.3 2,889.8 2,999.5 3,159.5
954.2 765.2 665.4 468.2 557.6 669.2
1,768.7 1,613.8 1,385.4 1,325.2 1,398.4 1,481.7
7.05 6.51 5.68 5.36 5.37 5.27
49.9% 50.6% 49.7% 48.4% 47.0% 45.3%
8.1% 7.6% 10.7% 10.2% 9.3% 8.9%
10.9% 11.7% 15.9% 15.2% 13.3% 11.5%
16.3% 15.8% 22.1% 20.8% 17.5% 15.5%
47.2% 41.4% 36.3% 34.3% 35.2% 36.1%
24,000 21,700 18,900 17,900 18,100 18,600
11,433 9,784 8,944 8,027 7,712 7,489
264.6 262.1 259.6 267.6 280.4 298.6
$ 258.9 $ 228.7 $ 209.8 $ 200.5 $ 207.8 $ 203.7
311.5 181.4 170.3 145.9 123.8 123.0
22
Becton, Dickinson and Company
Financial Review
Company Overview
Becton, Dickinson and Company ("BD") is a medical technology company that serves
healthcare institutions, life science researchers, clinical laboratories,
industry and the general public. BD manufactures and sells a broad range of
medical supplies, devices, laboratory equipment and diagnostic products. We
focus strategically on achieving growth in three worldwide business segments-BD
Medical ("Medical"), formerly BD Medical Systems; BD Diagnostics
("Diagnostics"), formerly BD Clinical Laboratory Solutions; and BD Biosciences
("Biosciences"). Our products are marketed in the United States and
internationally through independent distribution channels, directly to end users
and by sales representatives. The following references to years relate to our
fiscal year, which ends on September 30.
Accounting Change
During the fourth quarter, we changed our method of determining cost for
inventory previously determined under the last-in, first-out ("LIFO") method to
the first-in, first-out ("FIFO") method. As further discussed in Note 2 of the
Notes to Consolidated Financial Statements, the change to the FIFO method has
been retroactively applied by restating the accompanying financial statements.
Revenues and Earnings
Worldwide revenues in 2003 were $4.5 billion, an increase of 12% over 2002.
Underlying revenue growth of 8%, which excludes the estimated favorable impact
of foreign currency translation of 4%, resulted primarily from volume increases
in all segments.
Medical revenues in 2003 of $2.5 billion increased 14% over 2002 or 10%,
excluding the estimated impact of favorable foreign currency translation of 4%.
Revenue growth in the Medical Surgical Systems unit of this segment accounted
for approximately 4 points of the underlying growth and included U.S.
safety-engineered product sales of $407 million compared with $353 million in
the prior year. This growth was partly offset by reduced sales of conventional
devices in the United States. Revenue growth in the Pharmaceutical Systems unit
contributed approximately 3 points of the underlying growth rate. Sales of BD
Bifurcated Needles used in the administration of smallpox vaccines and
auto-disable devices to non-U.S. governments also contributed to the growth rate
of these units, representing approximately 1 point of the overall underlying
growth rate of the Medical segment. Revenue growth in the Diabetes Care unit,
which accounted for approximately 2 points of the underlying growth, benefited
from a favorable comparison with the prior year. Prior year revenues reflected
the unfavorable effects of redirecting promotional efforts towards branded
insulin syringe sales at the retail level for U.S. Diabetes Care products and
revisions to sales and inventory estimates provided to us from distribution
channel partners. See additional discussion on revenue recognition in "Critical
Accounting Policies" below. Revenue growth in this unit included sales of $15
million related to the launch of blood glucose monitoring meters, test strips,
and related disposables, in the United States and Canada.
Medical operating income was $556 million in 2003 compared with $470
million in 2002. The increase in Medical operating income reflected gross profit
margin improvement resulting from continued conversion to safety-engineered
devices from conventional products. The Medical operating income growth rate
also benefited from a favorable comparison to the prior year, which included $23
million of special charges, net of reversals, and $7 million of other
manufacturing restructuring costs, as discussed below, as well as the impact of
the above-mentioned factors affecting the Diabetes Care unit. Partially
offsetting the growth in Medical operating income was higher incremental
spending for the launch of the blood glucose monitoring product line.
Diagnostics revenues in 2003 of $1.4 billion rose 11% over 2002, or 7%
excluding the estimated impact of favorable foreign currency translation of 4%.
Revenues in the Preanalytical Systems unit and the Diagnostic Systems unit each
contributed about one-half of the underlying revenue growth. Revenues in the
Preanalytical Systems unit included U.S. safety-engineered device sales of $272
million compared with $220 million in the prior year. This growth was partly
offset by reduced sales of conventional devices in the United States. Revenues
in the Diagnostics Systems unit reflected strong worldwide sales of its
molecular diagnostic platform, BD ProbeTec ET, which reported incremental sales
of $29 million over 2002, and good worldwide performance in the more traditional
infectious disease categories.
Diagnostics operating income was $302 million in 2003 compared with $251
million in 2002. This increase reflected gross profit margin improvement
resulting from increased sales of products that have higher overall gross profit
margins, including safety-engineered products and the BD ProbeTec ET platform.
Biosciences revenues in 2003 of $697 million increased 8% over 2002, or 3%
excluding the estimated impact of favorable foreign currency translation of 5%.
The primary growth driver was Immunocytometry Systems unit revenues, which
included sales of the BD FACSAria cell sorter, which replaced the BD FACSVantage
cell sorter upon launch in March 2003. Clontech revenues declined due to
continued weakness in demand for certain reagent products and the shift of
research spending away from gene identification programs to gene function and
other related studies.
Biosciences operating income was $89 million in 2003 compared with $117
million in 2002. Excluding the $27 million of impairment charges, as discussed
below, operating income was slightly below the prior year. Higher gross profit
margins from strong sales of flow cytometry reagents and instruments, compared
to the prior year, was offset by inventory writedowns, as discussed below.
On a geographic basis, revenues outside the United States in 2003 increased
17% to $2.2 billion. Excluding the estimated impact of favorable foreign
currency translation of 9%, underlying revenue growth outside the United States
was 8%. Revenues in Europe accounted for approximately 4 points of the
underlying revenue growth, led by strong sales of prefillable syringes, BD
Bifurcated Needles and hypodermic products.
23
Financial Review Becton, Dickinson and Company
Revenues in Japan contributed approximately 2 points of the underlying revenue
growth, led by strong sales growth of prefillable syringes. Revenue growth was
adversely impacted by unfavorable economic conditions in Latin America.
Revenues in the United States in 2003 of $2.3 billion increased 8%,
primarily from strong sales of safety-engineered devices. This growth was partly
upset by reduced sales of conventional devices. Revenue growth in the Diabetes
Care unit included sales of $13 million related to the launch of blood glucose
monitoring meters, test strips, and related disposables, and benefited from a
favorable comparison with the prior year, which reflected the impact of the
above-mentioned factors affecting the Diabetes Care unit. U.S. revenue growth
was partially offset by lower sales of Clontech reagent revenues, as discussed
above.
We recorded non-cash charges of $34 million in the third quarter of 2003 in
cost of products sold. The majority of these charges resulted from the decision
to discontinue the development of certain products and product applications
associated with the BD IMAGN instrument platform in the Biosciences segment. As
a result, we recorded an impairment charge of $27 million for the related
intangible assets and inventory. In addition, as the result of a review of
under-performing portions of its Clontech product line, the Biosciences segment
also wrote down the value of related inventory and intellectual property by $7
million. See Note 2 of the Notes to Consolidated Financial Statements for
further discussion of the write-down of the intangible assets.
Gross profit margin was 48.4% in 2003 compared with 48.3% in 2002.
Excluding the aforementioned impairment charges of $27 million in 2003, the
increase in gross profit margin primarily reflected increased sales of
safety-engineered products, which have higher overall gross profit margins,
compared to the prior year. Such increase was unfavorably impacted by increased
costs associated with our blood glucose monitoring products.
Selling and administrative expense of $1.2 billion in 2003 was 26.7% of
revenues, compared to $1 billion in 2002, or 25.6% of revenues. This increase
was primarily the result of incremental spending on key initiatives, including
our enterprise-wide program to upgrade our business information systems and
processes, and the launch of our blood glucose monitoring products.
Investment in research and development in 2003 was $235 million, or 5.2% of
revenues, compared with $220 million, or 5.5% of revenues, in 2002. Incremental
spending was concentrated primarily in key initiatives, including blood glucose
monitoring, ophthalmic systems and advanced drug delivery systems.
We recorded special charges of $22 million in 2002. Included in these
charges were $26 million of charges related to a manufacturing restructuring
program in the Medical segment, as more fully described in Note 5 of the Notes
to Consolidated Financial Statements. Special charges were net of the reversal
of $4 million of fiscal 2000 special charges, primarily due to lower than
anticipated employee severance and lease cancellation costs. Fiscal 2002 results
also reflect $7 million of other manufacturing costs, primarily accelerated
depreciation related to the restructuring program that are included in cost of
products sold. Beginning in 2004, we expect to achieve annual savings of
approximately $15 million related to this restructuring program.
Operating margin in 2003 was 16.5% of revenues, compared with 16.8% in
2002. Operating income in 2003 of $749 million included $34 million of non-cash
charges, as discussed earlier. Operating income in 2002 of $676 million included
$22 million of special charges, as discussed earlier. Excluding these charges,
operating margin was about the same in both years.
Net interest expense was $37 million in 2003, compared with $33 million in
2002. This increase was primarily due to higher long-term debt levels and a
reduction in capitalized interest, partially offset by lower short-term interest
rates.
Other expense, net of $3 million in 2003 consisted primarily of write-downs
of investments and intangible assets of $5 million, which were partially offset
by foreign exchange gains of $2 million. Other expense, net of $14 million in
2002 included net losses on investments of $19 million, which reflect declines
in fair values that were deemed other than temporary. Also included in other
expense, net in 2002 were foreign exchange gains of $16 million that were
substantially offset by write-downs of assets held for sale and asset
abandonments of $14 million.
The effective tax rate in 2003 was 22.9%, which includes the impact from
the 2003 non-cash charges, compared to 23.6% in 2002, which includes the impact
from the 2002 special charges.
Net income and diluted earnings per share in 2003 were $547 million and
$2.07 respectively. Non-cash charges in 2003, as discussed earlier, reduced net
income by $20 million and diluted earnings per share by 8 cents. Net income and
diluted earnings per share in 2002 were $480 million and $1.79, respectively.
Special charges reduced net income by $17 million and diluted earnings per share
by 6 cents in 2002.
Financial Instrument Market Risk
We selectively use financial instruments to manage the impact of foreign
exchange rate and interest rate fluctuations on earnings. The counterparties to
these contracts are highly-rated financial institutions. We do not enter into
financial instruments for trading or speculative purposes.
Our foreign currency exposure is concentrated in Western Europe, Asia
Pacific, Japan and Latin America. We face transactional currency exposures that
arise when we enter into transactions in non-hyperinflationary countries,
generally on an intercompany basis, that are denominated in currencies other
than our functional currency. We hedge substantially all such foreign exchange
exposures primarily through the use of forward contracts and currency options.
We also face currency exposure that arises from translating the results of our
worldwide operations to the U.S. dollar at exchange rates that have fluctuated
from the beginning of the period. We purchase option and forward contracts to
partially protect against adverse foreign exchange rate movements. Gains or
losses on our derivative instruments are largely offset by the gains or losses
on the underlying hedged transactions. For foreign currency derivative
instruments, market risk is determined by calculating the impact on fair value
of an assumed one-time
24
Financial Review Becton, Dickinson and Company
change in foreign exchange rates relative to the U.S. dollar. Fair values were
estimated based on market prices, when available, or dealer quotes. The
reduction in fair value of our purchased option contracts is limited to the
option's fair value. With respect to the derivative instruments outstanding at
September 30, 2003, a 10% appreciation of the U.S. dollar over a one-year period
would increase pre-tax earnings by $73 million, while a 10% depreciation of the
U.S. dollar would decrease pre-tax earnings by $37 million. Comparatively,
considering our derivative instruments outstanding at September 30, 2002, a 10%
appreciation of the U.S. dollar over a one-year period would have increased
pre-tax earnings by $27 million, while a 10% depreciation of the U.S. dollar
would have decreased pre-tax earnings by $15 million. These calculations do not
reflect the impact of exchange gains or losses on the underlying positions that
would partially offset the results of the derivative instruments.
Our primary interest rate exposure results from changes in short-term U.S.
dollar interest rates. Our debt portfolio at September 30, 2003, is primarily
U.S. dollar-denominated, with less than 2% being foreign denominated. Therefore,
transaction and translation exposure relating to our debt portfolio is minimal.
In an effort to manage interest rate exposures, we strive to achieve an
acceptable balance between fixed and floating rate debt and may enter into
interest rate swaps to help maintain that balance. For interest rate derivative
instruments, market risk is determined by calculating the impact to fair value
of an assumed one-time change in interest rates across all maturities. Fair
values were estimated based on dealer quotes. A change in interest rates on
short-term debt is assumed to impact earnings and cash flow but not fair value
because of the short maturities of these instruments. A change in interest rates
on long-term debt is assumed to impact fair value but not earnings or cash flow
because the interest rates are fixed. See Note 9 of the Notes to Consolidated
Financial Statements for additional discussion of our debt portfolio. Based on
our overall interest rate exposure at September 30, 2003 and 2002, a change of
10% in interest rates would not have a material effect on our earnings or cash
flows over a one-year period. An increase of 10% in interest rates would
decrease the fair value of our long-term debt and interest rate swaps at
September 30, 2003 and 2002 by approximately $35 million and $27 million,
respectively. A 10% decrease in interest rates would increase the fair value of
our long-term debt and interest rate swaps at both September 30, 2003 and 2002
by approximately $39 million and $30 million, respectively.
See Note 10 of the Notes to Consolidated Financial Statements for
additional discussion of our outstanding forward exchange contracts, currency
options and interest rate swaps at September 30, 2003.
Liquidity and Capital Resources
Cash provided by operations, which continues to be our primary source of funds
to finance operating needs and capital expenditures, was $906 million in 2003
compared to $836 million in 2002. Cash provided by operations was reduced by
$100 million in both 2003 and 2002, reflecting the impact of cash contributions
to the U.S. pension plan. Inventories increased by $109 million during 2003 to
$795 million, due primarily to foreign currency translation adjustments and
inventory of blood glucose monitoring products in anticipation of future sales.
Capital expenditures were $261 million in 2003, compared to $260 million in
the prior year. Medical and Diagnostics capital spending, which totaled $167
million and $62 million, respectively in 2003, included spending for various
capacity expansions as well as safety-engineered devices. Biosciences capital
spending, which totaled $22 million in 2003, included spending on new products
and manufacturing capacity expansions.
Net cash used for financing activities was $292 million in 2003 as compared
to $314 million during 2002. At September 30, 2003, 3.6 million common shares
remained under a January 2003 Board of Directors' resolution that authorized the
repurchase of up to 10 million common shares. Total debt at September 30, 2003,
was $1.3 billion compared with $1.2 billion at September 30, 2002. Short-term
debt declined to 9% of total debt at year-end, from 35% at the end of 2002. This
change was attributable to the issuance to the public in April 2003 of $200
million of 10-year 4.55% Notes and $200 million of 15-year 4.9% Notes, the net
proceeds from which were used to repay commercial paper. Floating rate debt was
55% of total debt at the end of 2003 and 59% of total debt at the end of 2002.
Our weighted average cost of total debt at the end of 2003 was 3.8%, down
slightly from 4% at the end of last year due to lower short-term interest rates.
Debt-to-capitalization at year-end improved to 30.4% from 32.6% last year. Cash
and equivalents were $520 million and $243 million at September 30, 2003 and
2002, respectively.
We use commercial paper to meet our short-term financing needs, including
working capital requirements. We have available a $900 million syndicated credit
facility, consisting of a $450 million five-year line of credit maturing in
August 2006 and a $450 million 364-day line of credit maturing in August 2004.
The facility contains a single financial covenant relating to our interest
coverage ratio. It can be used to support our commercial paper program, under
which there was $100 million outstanding at September 30, 2003, or for other
general corporate purposes. There were no borrowings outstanding under the
facility at September 30, 2003. In addition, we have informal lines of credit
outside the United States. At September 30, 2003, our long-term debt was rated
"A2" by Moody's and "A+" by Standard and Poor's and our commercial paper ratings
were "P-1" by Moody's and "A-1" by Standard and Poor's. Given the availability
of these facilities and our strong credit ratings, we continue to have a high
degree of confidence in our ability to refinance maturing short-term and
long-term debt, as well as to incur substantial additional debt, if required.
Return on equity was 20.3% in 2003 compared with 20.0% in 2002.
Other Matters
We believe that the non-discretionary nature of our core products, our
international diversification, and our ability to meet
25
Financial Review Becton, Dickinson and Company
the needs of the worldwide healthcare industry with cost-effective and
innovative products will continue to cushion the long-term impact on BD of
potential economic and political dislocations in the countries in which we do
business, including the effects of possible healthcare system reforms. In 2003,
inflation did not have a material impact on our overall operations.
Use of Non-GAAP Financial Measures
When discussing our financial performance, we at times will present certain
non-GAAP (generally accepted accounting principles) financial measures, as
follows:
o We present revenue growth rates at constant foreign exchange rates. We
believe that presenting growth rates at constant foreign exchange rates
allows investors to view the actual operating results of BD and of its
segments without the impact of fluctuations in foreign currency exchange
rates, thereby facilitating comparisons to prior periods.
o We present earnings per share and other financial measures after excluding
the impact of significant charges, and the impact of unusual or
non-recurring items. We believe that excluding such impact from these
financial measures allows investors to more easily compare BD's financial
performance to prior periods and to understand the operating results of BD
without the effects of these significant charges and unusual or
non-recurring items.
BD's management considers these non-GAAP financial measures internally in
evaluating BD's performance. Investors should consider these non-GAAP measures
in addition to, not as a substitute for or as superior to, measures of financial
performance prepared in accordance with GAAP.
Litigation-Other than Environmental
In 1986, we acquired a business that manufactured, among other things, latex
surgical gloves. In 1995, we divested this glove business. We, along with a
number of other manufacturers, have been named as a defendant in approximately
523 product liability lawsuits 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, 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. Since the inception
of this litigation, 367 of these cases have been closed with no liability to BD
(313 of which were closed with prejudice), and 28 cases have been settled for an
aggregate de minimis amount. We are vigorously defending these remaining
lawsuits.
We, along with another manufacturer and several medical product
distributors, are named as a defendant in four product liability lawsuits
relating to healthcare workers who allegedly sustained accidental needlesticks,
but have not become infected with any disease. Generally, the remaining actions
allege that healthcare workers have sustained needlesticks 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. We had previously been named as a defendant in seven
similar suits relating to healthcare workers who allegedly sustained accidental
needlesticks, each of which has either been dismissed with prejudice or
voluntarily withdrawn. Regarding the four pending suits:
o In Ohio, Grant vs. Becton Dickinson et al. (Case No. 98CVB075616, Franklin
County Court), which was filed on July 22, 1998, the Court of Appeals, by
order dated June 3, 2003, reversed the trial court's granting of class
certification and remanded the case for a determination of whether the
class can be redefined, or the action should be dismissed.
o In Illinois, McCaster vs. Becton Dickinson et al. (Case No. 98L09478, Cook
County Circuit Court), which was filed on August 13, 1998, the court issued
an order on November 22, 2002, denying plaintiff's renewed motion for class
certification. The plaintiff has voluntarily dismissed the action without
prejudice and with leave to re-file within one year.
o In Oklahoma and South Carolina, cases have been filed on behalf of an
unspecified number of healthcare workers seeking class action certification
under the laws of these states, 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, and 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.
We continue to oppose class action certification in these cases and will
continue to vigorously defend these lawsuits, including pursuing all appropriate
rights of appeal.
BD has insurance policies in place, and believes that a substantial portion
of potential liability, if any, in the latex and class action matters will be
covered by insurance. In order to protect our rights to additional coverage, we
filed an action for declaratory judgement 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 withdrawn
this action, with the right to re-file, so that settlement discussions with the
insurance companies may proceed. We have established reserves to cover
reasonably anticipated legal defense costs in all product liability lawsuits,
including the needlestick class action and latex matters. With regard to the
latex matters, we recorded special charges in 2000 and 1998 of $20 million and
$12 million, respectively. Based on a review of available information at that
time, these charges were recorded to reflect the minimum amount within the then
most probable range of current estimates of litigation defense costs. We do not
anticipate incurring significant one-time charges, similar to 2000 and 1998,
relating to the latex matters in future years.
On November 6, 2003, a class action complaint was filed against BD in the
Supreme Court of British Columbia under the caption Danielle Cardozo, by her
litigation guardian Darlene Cardozo v. Becton, Dickinson and Company (Civil
26
Financial Review Becton, Dickinson and Company
Action No. S83059) alleging personal injury to all persons in British Columbia
that received test results generated by the BD ProbeTec ET instrument.
Plaintiffs seek money damages in an as yet undisclosed amount. We are assessing
this action, and intend to vigorously defend this matter.
On January 17, 2003, Retractable Technologies, Inc. ("RTI" or "plaintiff")
filed a third amended complaint against BD, another manufacturer and two group
purchasing organizations ("GPO's") under the caption Retractable Technologies,
Inc. vs. Becton Dickinson and Company, et al. (Civil Action No. 501 CV 036,
United States District Court, Eastern District of Texas). Plaintiff alleges that
BD and other defendants conspired to exclude it from the market and to maintain
BD's market share by entering into long-term contracts in violation of state and
Federal antitrust laws. Plaintiff also has asserted claims for business
disparagement, common law conspiracy, and tortious interference with business
relationships. Plaintiff seeks money damages in an as yet undisclosed amount. On
October 6, 2003, BD filed a motion for summary judgment. Argument of that motion
has been scheduled for December 11, 2003, and a trial date has been set for
February 3, 2004. We continue to vigorously defend this matter.
We also are involved both as a plaintiff and a defendant in other legal
proceedings and claims that arise in the ordinary course of business.
We currently are engaged in discovery or are otherwise in the early stages
with respect to certain of the litigation to which we are a party, and
therefore, it is difficult to predict the outcome of such litigation. In
addition, given the uncertain nature of litigation generally and of the current
litigation environment, it is difficult to predict the outcome of any litigation
regardless of its stage. A number of the cases pending against BD present
complex factual and legal issues and are subject to a number of variables,
including, but not limited to, the facts and circumstances of each particular
case, the jurisdiction in which each suit is brought, and differences in
applicable law. As a result, we are not able to estimate the amount or range of
loss that could result from an unfavorable outcome of such matters. In
accordance with generally accepted accounting principles, we establish reserves
to the extent probable future losses are estimable. While we believe that the
claims against BD are without merit and, upon resolution, should not have a
material adverse effect on BD, in view of the uncertainties discussed above, we
could incur charges in excess of currently established reserves and, to the
extent available, excess liability insurance. Accordingly, in the opinion of
management, any such future charges, individually or in the aggregate, could
have a material adverse effect on BD's consolidated results of operations and
consolidated net cash flows in the period or periods in which they are recorded
or paid. We continue to believe that we have a number of valid defenses to each
of the suits pending against BD and are engaged in a vigorous defense of each of
these matters.
Environmental Matters
We believe that our operations comply in all material respects with applicable
laws and regulations. We are a party to a number of Federal proceedings in the
United States brought under the Comprehensive Environment Response, Compensation
and Liability Act, also known as "Superfund," and similar state laws. 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 we
believe that, upon resolution, the environmental claims against BD should not
have a material adverse effect on BD, we could incur charges in excess of
presently established reserves and, to the extent available, excess liability
insurance. Accordingly, in the opinion of management, any such future charges,
individually or in the aggregate, could have a material adverse effect on BD's
consolidated results of operations and consolidated net cash flows in the period
or periods in which they are recorded or paid.
2002 Compared With 2001
Worldwide revenues in 2002 were $4 billion, an increase of 8% over 2001 and
resulted primarily from volume increases in all segments. Sales of
safety-engineered devices grew 38% to $573 million.
Medical revenues in 2002 of $2.2 billion increased 7% over 2001 or 8%,
excluding the effect of unfavorable foreign currency translation of 1%. The
primary growth drivers were the conversion to safety-engineered devices, which
accounted for $353 million in revenues compared with $253 million in the prior
year. Also contributing to the growth of this segment were sales of worldwide
prefillable drug delivery devices, which grew $48 million or 17%. Medical
revenue growth was partly offset by reduced sales of conventional devices in the
United States due to the transition to safety-engineered devices and, to a
lesser extent, by lower U.S. sales of Diabetes Care products, reflecting the
unfavorable effects of redirecting promotional efforts toward branded insulin
syringe sales at the retail level and revisions to sales and inventory estimates
provided to us from distribution channel partners.
Medical operating income was $470 million in 2002 compared with $447
million in 2001. Medical operating income in 2002 included $23 million of
special charges, net of reversals, and $7 million of related manufacturing
restructuring costs, as discussed above. Medical operating income in 2001
included $17 million of goodwill amortization recorded prior to the adoption of
SFAS Nos. 141 and 142, as discussed below. Excluding these items in both years,
the increase in Medical operating income reflects gross profit margin
improvement resulting from continued conversion to safety-engineered devices
from conventional products. Medical operating income was negatively impacted by
economic conditions in Latin America and the impact of the above-mentioned
factors affecting the Diabetes Care unit.
Diagnostics revenues in 2002 of $1.2 billion rose 7% over 2001 or 8%,
excluding the effect of unfavorable foreign currency translation of 1%. Major
elements comprising this underlying revenue growth were the continued conversion
to safety-engineered products in the Preanalytical Systems unit of the segment,
which accounted for $220 million in revenues compared with $163 million in 2001.
Diagnostics revenue growth was
27
Financial Review Becton, Dickinson and Company
partly offset by reduced sales of conventional devices in the United States.
Revenue growth was favorably impacted by incremental BD ProbeTec ET system sales
of $19 million over 2001 in the Diagnostic Systems unit of the segment.
Diagnostics operating income was $251 million in 2002 compared with $213
million in 2001. Excluding goodwill amortization of $6 million in 2001, the
increase in Diagnostics operating income reflects gross profit margin
improvement resulting from continued conversion to safety-engineered devices
from conventional products and the improved profitability of the BD ProbeTec ET
platform.
Biosciences revenues in 2002 of $645 million increased 9% over 2001 or 10%,
excluding the effect of unfavorable foreign currency translation of 1%. This
growth was led by sales of Immunocytometry Systems products, particularly BD
FACS flow cytometry systems, which contributed approximately 5 points of the
underlying revenue growth. In addition, sales in the Discovery Labware and
Pharmingen units each contributed about 3 points of the underlying revenue
growth. Clontech unit revenues decreased about $6 million from 2001 due to
continued weakness in some portions of the molecular biology market, largely due
to a softness in pharmaceutical/biotech research and development spending, and a
shift in pharmaceutical focus from early stage drug target identification to
later stage drug development.
Biosciences operating income in 2002 was $117 million compared with $97
million in 2001. Excluding goodwill amortization of $13 million in 2001, the
increase in Biosciences operating income reflects improved gross profit margins
on Pharmingen reagents and Discovery Labware products due to lower manufacturing
costs and shifts to sales of products with higher gross profit margins than the
mix of products sold in 2001. Biosciences operating income was negatively
impacted primarily by lower margins on Clontech reagents due to the market
weakness described above and to a lesser extent by lower margins on flow
cytometry products due to competitive pricing pressures and higher manufacturing
costs.
On a geographic basis, revenues outside the United States in 2002 increased
7% to $ 1.9 billion. Excluding the estimated impact of unfavorable foreign
currency translation of 2%, underlying revenue growth outside the United States
was 9%. Revenues in Europe accounted for approximately 5 points of the
underlying revenue growth and were led by strong sales of prefillable syringes,
BD FACS flow cytometry systems and hypodermic products. Revenues in the Asia
Pacific region contributed about 2 points of the underlying revenue growth and
were led by strong sales growth of Immunocytometry Systems products and I.V.
catheters. As indicated earlier, revenues were adversely impacted by economic
conditions in Latin America.
Revenues in the United States in 2002 of $2.2 billion increased 8%,
primarily from strong sales of safety-engineered devices. This growth was partly
offset by reduced sales of conventional devices. Revenue growth was offset by
lower sales of Diabetes Care products and Clontech reagent revenues, as
discussed above.
Gross profit margin was 48.3% in 2002, compared with 48.9% in 2001. Higher
gross margins from sales of our safety-engineered products were more than offset
by lower sales of products with overall higher gross profit margins, including
insulin syringes and products in the Biosciences segment, as discussed earlier.
Selling and administrative expense of $1 billion in 2002 was 25.6% of
revenues, compared to $983 million in 2001, or 26.2% of revenues. Selling and
administrative expense in 2001 included $32 million of goodwill amortization.
Investment in research and development in 2002 was $220 million, or 5.5% of
revenues, compared with $212 million, or 5.7% of revenues in 2001. Incremental
spending was concentrated primarily in the Biosciences segment and in key
initiatives, including blood glucose monitoring.
Operating margin in 2002 was 16.8% of revenues, compared with 17% in 2001.
Operating income in 2002 of $676 million included $22 million of special charges
and $7 million of other manufacturing restructuring charges. Operating income in
2001 of $638 million included $36 million of goodwill amortization. Excluding
these items, the decline in operating margin reflected the decrease in gross
profit margin.
Net interest expense of $33 million in 2002 was $22 million lower than in
2001, primarily due to lower interest rates.
Other expense, net of $14 million in 2002 included net losses on
investments of $19 million, which reflect declines in fair values that were
deemed other than temporary. Also included in other expense, net in 2002 were
foreign exchange gains of $16 million that were substantially offset by
write-downs of assets held for sale and asset abandonments of $14 million. Other
expense, net in 2001 of $6 million, included write-downs of equity investments
to fair value of $6 million.
The effective tax rate in 2002 was 23.6% compared to 24.0% in 2001.
Net income and diluted earnings per share in 2002 were $480 million, or
$1.79, respectively, compared with $438 million, or $1.63 in 2001, before the
cumulative effect of accounting change, as described below. Special charges in
2002 reduced net income and diluted earnings per share, before the cumulative
effect of accounting change by $17 million and 6 cents, respectively. In 2001,
goodwill amortization reduced net income and diluted earnings per share, before
the cumulative effect of accounting change by $28 million and 10 cents,
respectively.
We adopted the provisions of Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements," ("SAB 101") in the fourth quarter of 2001
and, as a result, recorded the following accounting changes, described below,
effective October 1, 2000. We changed our method of accounting for revenue
related to branded insulin syringe products that were sold under incentive
programs to distributors in the U.S. consumer trade channel. We concluded that
the preferable method is to defer revenue recognition until such product is sold
by the distributor to the end customer using inventories reported by such
distributors. We also changed our accounting method for certain Biosciences
instruments to defer revenue from these products until completion of
installation at the customer's site. As a result of these accounting changes, we
recorded a total cumulative effect of change in accounting principle of $37
million, net of tax in 2001. See Note 2 of the Notes to Consolidated
28
Financial Review Becton, Dickinson and Company
Financial Statements for additional discussion of the accounting change. Net
income and diluted earnings per share in 2001 were $402 million, or $1.49 per
share, after reflecting the after-tax cumulative effect of accounting change of
$.14 per share.
Cash provided by operations, which continued to be our primary source of
funds to finance operating needs and capital expenditures, was $836 million
compared to $779 million in 2001. The increase in cash provided by changes in
working capital reflects lower trade receivables and inventory levels in 2002.
Capital expenditures were $260 million in 2002, compared to $371 million in
2001. This decline reflects an overall reduction of spending relative to the
peak period of capital intensity relating to the conversion of safety-engineered
devices. Medical, Diagnostics and Biosciences capital spending totaled $182
million, $42 million and $23 million, respectively in 2002.
Net cash used for financing activities was $314 million in 2002 as compared
to $201 million during 2001. The increase in cash used for financing activities
was due primarily to the repurchase of 6.6 million shares of our common stock
for $224 million during 2002. Total debt at September 30, 2002, remained
virtually unchanged from the prior year. Short-term debt was 35% of total debt
at year-end, compared to 37% at the end of 2001. Floating rate debt was 59% of
total debt at the end of 2002 and 69% of total debt at the end of 2001. Our
weighted average cost of total debt at the end of 2002 was 4%, down from 4.8% at
the end of 2001 due to lower short-term interest rates.
Future Impact of Currently Known Trends
Pension Plan Assets and Assumptions-In order to mitigate a reduction in the
market value of assets held by our U.S. pension plan during fiscal years 2002
and 2001, resulting from overall declines in the U.S. equity markets, we made
funding contributions of $100 million in both fiscal 2003 and 2002 to this plan.
Despite these contributions, such market value decline is expected to continue
to negatively impact pension expense in 2004. In addition, based on an annual
internal study of actuarial assumptions, the discount rate was reduced to 6.25%
from 6.75% and the rate of compensation was increased to 4.25% from 4.00%. As a
result of these and other developments, the 2004 net periodic benefit cost for
the U.S. pension plan is anticipated to be approximately $18 million higher than
in 2003.
Pending Adoption of New Accounting Standards-In January 2003, the Financial
Accounting Standards Board ("FASB") issued Interpretation No. 46, "Consolidation
of Variable Interest Entities" ("FIN 46"). FIN 46 significantly changes whether
entities included in its scope are consolidated by their sponsors, transferors
or investors. The Interpretation introduces a new consolidation model, "the
variable interests model," which determines control based on potential
variability in gains and losses of the entity being evaluated for consolidation.
Under FIN 46, variable interest entities are to be consolidated if certain
conditions are met. Variable interests are contractual, ownership or other
interests in an entity that expose their holders to the risks and rewards of the
variable interest entity. Variable interests include equity investments, leases,
derivatives, guarantees and other instruments whose values change with changes
in the variable interest entity's assets. The provisions of the Interpretation,
as amended by FIN 46-6, "Effective Date of FASB Interpretation No. 46,
Consolidation of Variable Interest Entities," are effective for BD as of March
31, 2004, for variable interest entities acquired before February 1, 2003 and
immediately for any variable interest entities acquired after January 31, 2003.
We are in the process of evaluating the applicability and impact of FIN 46 to
certain interests entered into prior to February 1, 2003, although we do not
expect that FIN 46 will have a material impact on our consolidated financial
position or results of operations in 2004.
On April 30, 2003, the FASB issued Statement No. 149, "Amendment of
Statement No. 133 on Derivative Instruments and Hedging Activities." This
Statement amends and clarifies the financial accounting and reporting for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities under Statement No. 133, "Accounting
for Derivative Instruments and Hedging Activities." Statement No. 149 includes
decisions made as part of the Derivatives Implementation Group process that
effectively required amendments to Statement No. 133. Statement No. 149 is
effective for contracts entered into or modified after June 30, 2003, and for
hedging relationships designated after June 30, 2003. The provisions of
Statement No. 149 that relate to Statement No. 133 implementation issues and
that have been effective for fiscal quarters that began prior to June 15, 2003,
will continue to be applied in accordance with their respective effective dates.
This Statement did not impact our consolidated financial position or result of
operations in 2003.
Critical Accounting Policies
The Financial Review discusses our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses, as well as the disclosure of contingent
assets and liabilities at the date of the financial statements. Some of those
judgments can be subjective and complex and consequently, actual results could
differ from those estimates. Management bases its estimates and judgments on
historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. For any given estimate or assumption
made by management, there may also be other estimates or assumptions that are
reasonable. However, we believe that given the current facts and circumstances,
it is unlikely that applying any such alternative judgments would materially
impact the accompanying financial statements. Management believes the following
critical accounting policies affect the more significant judgments and estimates
used in the preparation of BD's consolidated financial statements.
29
Financial Review Becton, Dickinson and Company
Revenue Recognition-We defer revenue recognition related to branded insulin
syringe products that are sold under incentive programs to distributors in the
U.S. consumer trade channel. These distributors have implied rights of return on
unsold merchandise held by them. We recognize revenue on these products upon the
sell-through of the respective product from the distribution channel partner to
its end customer. In determining the amount of sales to record each quarter, we
rely on independent sales and inventory data provided to us from distribution
channel partners. We recognize revenue for certain instruments sold from the
Biosciences segment upon installation at the customer's site. In other instances
in the Biosciences segment, based upon terms of the sales agreements, we
recognize revenue in accordance with Emerging Issues Task Force No. 00-21
"Revenue Arrangements with Multiple Deliverables." These sales agreements have
multiple deliverables and as such, are divided into separate units of
accounting. Revenue is recognized at the completion of each deliverable.
Substantially all other revenue is recognized when products are shipped to
customers.
Impairment of Assets-Pursuant to FASB Statement No. 142, goodwill is subject to
impairment reviews at least annually, or whenever indicators of impairment
arise. Intangible assets other than goodwill and other long-lived assets are
reviewed for impairment in accordance with FASB Statement No. 144. Refer to Note
1 of the Notes to Consolidated Financial Statements for further information.
Impairment reviews are based on a cash flow approach that requires significant
management judgment with respect to future volume, revenue and expense growth
rates, changes in working capital use, appropriate discount rates and other
assumptions and estimates. The estimates and assumptions used are consistent
with BD's business plans. The use of alternative estimates and assumptions could
increase or decrease the estimated fair value of the asset, and potentially
result in different impacts to BD's results of operations. Actual results may
differ from management's estimates.
Investments-We hold minority interests in companies having operations or
technology in areas within or adjacent to BD's strategic focus. Some of these
companies are publicly traded, and for them share prices are available. Some,
however, are non-publicly traded and their value is difficult to determine. We
write down an investment when management believes an investment has experienced
a decline in value that is other than temporary. Future adverse changes in
market conditions or poor operating results of the underlying investments could
result in an inability to recover the carrying value of the investments, thereby
possibly requiring impairment charges in the future.
Contingencies-We are involved, both as a plaintiff and a defendant, in various
legal proceedings that arise in the ordinary course of business, including,
without limitation, product liability and environmental matters, as further
discussed in Note 13 of the Notes to Consolidated Financial Statements. We
assess the likelihood of any adverse judgments or outcomes to these matters as
well as potential ranges of probable losses. In accordance with generally
accepted accounting principles, we establish reserves to the extent probable
future losses are estimable. A determination of the amount of reserves, if any,
for these contingencies is made after careful analysis of each individual issue
and, when appropriate, is developed after consultation with outside counsel. The
reserves may change in the future due to new developments in each matter or
changes in our strategy in dealing with these matters.
Benefit Plans-We have significant pension and post-retirement benefit costs and
credits that are developed from actuarial valuations. Inherent in these
valuations are key assumptions including discount rates and expected return on
plan assets. We consider current market conditions, including changes in
interest rates and market returns, in selecting these assumptions. Changes in
the related pension and post-retirement benefit costs or credits may occur in
the future due to changes in the assumptions. See additional discussion above
concerning our U.S. pension plan.
Stock-Based Compensation-As permitted by SFAS No. 123, "Accounting for
Stock-Based Compensation," we currently account for stock options by the
disclosure-only provision of this Statement, and, therefore, we use the
intrinsic value method as prescribed by Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees," for accounting for stock-based
compensation. Accordingly, compensation cost for stock options is measured as
the excess, if any, of the quoted market price of our stock at the date of the
option grant over the exercise price. We have not incurred any such compensation
expense during the last three fiscal years.
If we had elected to account for our stock-based compensation awards issued
subsequent to October 1, 1995, using the fair value method, the estimated fair
value of awards would have been charged against income on a straight-line basis
over the vesting period which generally ranges from zero to four years. For the
year ended September 30, 2003, our net income and diluted earnings per share
would have been lower by an estimated $36 million and 12 cents, respectively,
under the fair value method. This effect may not be representative of the pro
forma effect on net income in future years.
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 shareowners.
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
30
Financial Review Becton, Dickinson and Company
expenditures. All statements that 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:
o 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.
o 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, particularly 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.
o 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.
o The effects, if any, of governmental and media activities relating to U.S.
Congressional hearings regarding the business practices of group purchasing
organizations, which negotiate product prices on behalf of their member
hospitals with BD and other suppliers.
o Fluctuations in the cost and availability of raw materials and the ability
to maintain favorable supplier arrangements and relationships.
o Our ability to obtain the anticipated benefits of any restructuring
programs that we may undertake.
o Adoption of or changes in government laws and regulations affecting
domestic and foreign operations, including those relating to trade,
monetary and fiscal policies, taxation, environmental matters, sales
practices, price controls, licensing and regulatory approval of new
products, or changes in enforcement practices with respect to any such laws
and regulations.
o The effects, if any, of the Severe Acute Respiratory Syndrome ("SARS")
epidemic.
o 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, as well as 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.
o 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.
o The effects, if any, of adverse media exposure or other publicity regarding
BD's business, operations or allegations made or related to litigation
pending against BD.
o 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 the
projected level or mix of product sales.
o The effect of market fluctuations on the value of assets in BD's pension
plans and the possibility that BD may need to make additional contributions
to the plans as a result of any decline in the value of such assets.
o Our ability to effect infrastructure enhancements and incorporate new
systems technologies into our operations.
o Product efficacy or safety concerns resulting in product recalls,
regulatory action on the part of the Food and Drug Administration (or
foreign counterparts) or declining sales.
o Economic and political conditions in international markets, including civil
unrest, governmental changes and restrictions on the ability to transfer
capital across borders.
o 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.
o The impact of business combinations, including acquisitions and
divestitures, both internally for BD and externally, in the healthcare
industry.
o Issuance of new or revised accounting standards by the American Institute
of Certified Public Accountants, the Financial Accounting Standards Board,
the Securities and Exchange Commission or the Public Company Accounting
Oversight Board.
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.
31
Becton, Dickinson and Company
Report of Management
The following consolidated financial statements have been prepared by management
in conformity with accounting principles generally accepted in the United States
and include, where required, amounts based on the best estimates and judgments
of management. The integrity and objectivity of data in the financial statements
and elsewhere in this Annual Report are the responsibility of management.
In fulfilling its responsibilities for the integrity of the data presented
and to safeguard the Company's assets, management employs a system of internal
accounting controls designed to provide reasonable assurance, at appropriate
cost, that the Company's assets are protected and that transactions are
appropriately authorized, recorded and summarized. This system of control is
supported by the selection of qualified personnel, by organizational assignments
that provide appropriate delegation of authority and division of
responsibilities, and by the dissemination of written policies and procedures.
This control structure is further reinforced by a program of internal audits,
including a policy that requires responsive action by management.
The consolidated financial statements have been audited by Ernst & Young
LLP, independent auditors, whose report follows. Their audits were conducted in
accordance with auditing standards generally accepted in the United States and
included a review and evaluation of the Company's internal accounting controls
to the extent they considered necessary for the purpose of expressing an opinion
on the consolidated financial statements. This, together with other audit
procedures and tests, was sufficient to provide reasonable assurance as to the
fairness of the information included in the consolidated financial statements
and to support their opinion thereon.
The Board of Directors monitors the internal control system, including
internal accounting controls, through its Audit Committee which consists of five
independent Directors. The Audit Committee meets periodically with the
independent auditors, internal auditors and financial management to review the
work of each and to satisfy itself that they are properly discharging their
responsibilities. The independent auditors and internal auditors have full and
free access to the Audit Committee and meet with its members, with and without
financial management present, to discuss the scope and results of their audits
including internal control, auditing and financial reporting matters.
Edward J. Ludwig
Edward J. Ludwig
Chairman, President
and Chief Executive Officer
John R. Considine
John R. Considine
Executive Vice President
and Chief Financial Officer
William A. Tozzi
William A. Tozzi
Vice President
and Controller
Report of Ernst & Young LLP, Independent Auditors
To the Shareholders and Board of Directors
Becton, Dickinson and Company
We have audited the accompanying consolidated balance sheets of Becton,
Dickinson and Company as of September 30, 2003 and 2002, and the related
consolidated statements of income, comprehensive income, and cash flows for each
of the three years in the period ended September 30, 2003. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Becton,
Dickinson and Company at September 30, 2003 and 2002, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended September 30, 2003, in conformity with accounting principles
generally accepted in the United States.
As discussed in Note 2 to the financial statements, on January 1, 2002, the
Company adopted Statement of Financial Accounting Standards No. 142, "Goodwill
and Other Intangible Assets," (SFAS No. 142) to change its method of accounting
for goodwill and other intangible assets.
As discussed in Note 2 to the financial statements, in fiscal year 2001 the
Company changed its method of accounting for revenue recognition in accordance
with guidance provided in Securities and Exchange Commission Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements."
Ernst & Young LLP
New York, New York
November 6, 2003
32
Becton, Dickinson and Company
Financial Statements
Consolidated Statements of Income
Years Ended September 30
Thousands of dollars, except per-share amounts
2003 2002 2001
- ---------------------------------------------------------------------------------------------------------
Operations
Revenues $4,527,940 $4,033,069 $3,746,182
Cost of products sold 2,336,290 2,083,669 1,913,292
Selling and administrative expense 1,207,464 1,032,043 983,296
Research and development expense 235,060 220,186 211,834
Special charges -- 21,508 --
- ---------------------------------------------------------------------------------------------------------
Total Operating Costs and Expenses 3,778,814 3,357,406 3,108,422
- ---------------------------------------------------------------------------------------------------------
Operating Income 749,126 675,663 637,760
Interest expense, net (36,560) (33,304) (55,414)
Other expense, net (2,860) (13,770) (5,596)
- ---------------------------------------------------------------------------------------------------------
Income Before Income Taxes and Cumulative
Effect of Change in Accounting Principle 709,706 628,589 576,750
Income tax provision 162,650 148,607 138,348
- ---------------------------------------------------------------------------------------------------------
Income Before Cumulative Effect of Change in Accounting Principle 547,056 479,982 438,402
Cumulative effect of change in accounting principle, net of tax -- -- (36,750)
- ---------------------------------------------------------------------------------------------------------
Net Income $ 547,056 $ 479,982 $ 401,652
=========================================================================================================
Basic Earnings Per Share
Before Cumulative Effect of Change in Accounting Principle $ 2.14 $ 1.85 $ 1.69
Cumulative effect of change in accounting principle, net of tax -- -- (0.14)
- ---------------------------------------------------------------------------------------------------------
Basic Earnings Per Share $ 2.14 $ 1.85 $ 1.55
=========================================================================================================
Diluted Earnings Per Share
Before Cumulative Effect of Change in Accounting Principle $ 2.07 $ 1.79 $ 1.63
Cumulative effect of change in accounting principle, net of tax -- -- (0.14)
- ---------------------------------------------------------------------------------------------------------
Diluted Earnings Per Share $ 2.07 $ 1.79 $ 1.49
=========================================================================================================
See notes to consolidated financial statements
33
Statements Becton, Dickinson and Company
Consolidated Statements of Comprehensive Income
Years Ended September 30
Thousands of dollars
2003 2002 2001
- --------------------------------------------------------------------------------------------------------
Net Income $547,056 $479,982 $401,652
- --------------------------------------------------------------------------------------------------------
Other Comprehensive Income (Loss), Net of Tax
Foreign currency translation adjustments 207,107 16,472 (38,704)
Minimum pension liability adjustment (9,248) (77,661) --
Unrealized gains (losses) on investments, net of amounts recognized 9,653 4,005 (3,616)
Unrealized losses on cash flow hedges, net of amounts realized (5,499) (380) (4,013)
- --------------------------------------------------------------------------------------------------------
Other Comprehensive Income (Loss), Net of Tax 202,013 (57,564) (46,333)
- --------------------------------------------------------------------------------------------------------
Comprehensive Income $749,069 $422,418 $355,319
========================================================================================================
See notes to consolidated financial statements
34
Statements Becton, Dickinson and Company
Consolidated Balance Sheets
September 30
Thousands of dollars, except per-share amounts and numbers of shares
2003 2002
- -----------------------------------------------------------------------------------------------------------
Assets
Current Assets
Cash and equivalents $ 519,886 $ 243,115
Short-term investments -- 1,850
Trade receivables, net 781,342 745,998
Inventories 795,014 686,219
Prepaid expenses, deferred taxes and other 242,327 240,048
- -----------------------------------------------------------------------------------------------------------
Total Current Assets 2,338,569 1,917,230
Property, Plant and Equipment, Net 1,844,771 1,765,730
Goodwill, Net 536,788 492,327
Core and Developed Technology, Net 242,683 283,166
Other Intangibles, Net 111,713 126,758
Capitalized Software, Net 305,608 284,109
Other 192,121 159,663
- -----------------------------------------------------------------------------------------------------------
Total Assets $ 5,572,253 $ 5,028,983
===========================================================================================================
Liabilities
Current Liabilities
Short-term debt $ 121,920 $ 434,642
Accounts payable 221,462 224,645
Accrued expenses 362,862 310,238
Salaries, wages and related items 262,144 225,694
Income taxes 74,986 52,873
- -----------------------------------------------------------------------------------------------------------
Total Current Liabilities 1,043,374 1,248,092
Long-Term Debt 1,184,031 802,967
Long-Term Employee Benefit Obligations 328,807 391,607
Deferred Income Taxes and Other 119,087 105,459
Commitments and Contingencies -- --
Shareholders' Equity
ESOP convertible preferred stock-$1 par value:
authorized-1,016,949 shares; issued and outstanding-583,753 shares
in 2003 and 639,262 shares in 2002 34,448 37,945
Preferred stock, series A-$1 par value: authorized-500,000 shares; none issued -- --
Common stock-$1 par value: authorized-640,000,000 shares;
issued-332,662,160 shares in 2003 and 2002 332,662 332,662
Capital in excess of par value 257,178 185,122
Retained earnings 3,950,592 3,507,349
Unearned ESOP compensation (3,693) (7,847)
Deferred compensation 8,974 8,496
Common shares in treasury-at cost-81,528,882 shares in 2003
and 77,132,248 shares in 2002 (1,439,934) (1,137,583)
Accumulated other comprehensive loss (243,273) (445,286)
- -----------------------------------------------------------------------------------------------------------
Total Shareholders' Equity 2,896,954 2,480,858
- -----------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $ 5,572,253 $ 5,028,983
===========================================================================================================
See notes to consolidated financial statements
35
Statements Becton, Dickinson and Company
Consolidated Statements of Cash Flows
Years Ended September 30
Thousands of dollars
2003 2002 2001
- ----------------------------------------------------------------------------------------------------------
Operating Activities
Net income $ 547,056 $ 479,982 $ 401,652
Adjustments to net income to derive net cash
provided by operating activities:
Depreciation and amortization 344,456 304,865 305,700
Pension contribution (100,000) (100,000) --
Deferred income taxes (1,029) 57,202 37,400
Losses on investments 4,116 18,576 --
Impairment of intangible assets 30,138 -- --
Cumulative effect of change in accounting principle, net of tax -- -- 36,750
Non-cash special charges -- 6,526 --
Change in operating assets (excludes impact of acquisitions):
Trade receivables 33,168 32,585 (34,063)
Inventories (43,818) 21,112 (32,290)
Prepaid expenses, deferred taxes and other 10,160 (222) (18,652)
Accounts payable, income taxes and other liabilities 64,454 (1,241) 67,519
Other, net 16,999 16,648 14,629
- ----------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities 905,700 836,033 778,645
- ----------------------------------------------------------------------------------------------------------
Investing Activities
Capital expenditures (261,043) (259,703) (370,754)
Capitalized software (64,776) (81,376) (72,231)
Proceeds (purchases) of short-term investments, net 1,975 3,054 (530)
Purchases of long-term investments (4,399) (3,397) (24,938)
Acquisitions of businesses, net of cash acquired -- -- (30,953)
Proceeds from sales of long-term investments -- 4,598 7,632
Other, net (21,112) (24,297) (50,155)
- ----------------------------------------------------------------------------------------------------------
Net Cash Used for Investing Activities (349,355) (361,121) (541,929)
- ----------------------------------------------------------------------------------------------------------
Financing Activities
Change in short-term debt (320,765) (18,819) (82,600)
Proceeds of long-term debt 404,683 4,526 2,987
Payment of long-term debt (8,055) (11,096) (103,104)
Repurchase of common stock (349,998) (223,961) --
Issuance of common stock 86,618 38,069 82,925
Dividends paid (104,148) (102,459) (101,329)
- ----------------------------------------------------------------------------------------------------------
Net Cash Used for Financing Activities (291,665) (313,740) (201,121)
- ----------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash and equivalents 12,091 (186) (2,662)
- ----------------------------------------------------------------------------------------------------------
Net Increase in Cash and Equivalents 276,771 160,986 32,933
Opening Cash and Equivalents 243,115 82,129 49,196
- ----------------------------------------------------------------------------------------------------------
Closing Cash and Equivalents $ 519,886 $ 243,115 $ 82,129
==========================================================================================================
See notes to consolidated financial statements
36
Notes Becton, Dickinson and Company
Notes to Consolidated Financial Statements
Thousands of dollars, except per-share amounts and numbers of shares
Index
Note Subject Page
- ----- ------------------------------------------ ----
1 Summary of Significant Accounting Policies 38
2 Accounting Changes 40
3 Employee Stock Ownership Plan/
Savings Incentive Plan 42
4 Benefit Plans 43
5 Special Charges 44
6 Acquisitions 45
7 Income Taxes 45
8 Supplemental Financial Information 46
9 Debt 47
10 Financial Instruments 47
11 Shareholders' Equity 49
12 Other Comprehensive Income (Loss) 50
13 Commitments and Contingencies 50
14 Stock Plans 52
15 Earnings Per Share 53
16 Segment Data 54
1 Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Becton, Dickinson
and Company and its majority-owned subsidiaries ("Company") after the
elimination of intercompany transactions.
Reclassifications
The Company has reclassified certain prior year information to conform with the
current year presentation.
Cash Equivalents
Cash equivalents are stated at cost plus accrued interest, which approximates
market. The Company considers all highly liquid investments with a maturity of
90 days or less when purchased to be cash equivalents.
Inventories
Inventories are stated at the lower of cost or market. During the fourth quarter
of 2003, the Company changed its method of determining cost for inventory
previously determined under the last-in, first-out ("LIFO") method to the
first-in, first-out ("FIFO") method, as discussed in Note 2.
Property, Plant and Equipment
Property, plant and equipment are stated at cost, less accumulated depreciation
and amortization. Depreciation and amortization are principally provided on the
straight-line basis over estimated useful lives, which range from 20 to 45 years
for buildings, four to 10 years for machinery and equipment and two to 20 years
for leasehold improvements. Depreciation expense was $221,235, $201,558, and
$179,411 in fiscal 2003, 2002, and 2001, respectively.
Intangibles
The Company adopted the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets," effective
October 1, 2001, as discussed in Note 2. As a result, goodwill is no longer
amortized, but instead is reviewed annually for impairment in accordance with
the provisions of the Statement. In reviewing goodwill for impairment, potential
impairment is identified by comparing the fair value of a reporting unit with
its carrying value. Core and developed technology continues to be amortized over
periods ranging from 15 to 20 years, using the straight-line method. Both
goodwill and core and developed technology arise from acquisitions. Other
intangibles with finite useful lives, which include patents, are amortized over
periods principally ranging from two to 40 years, using the straight-line
method. These intangibles, including core and developed technology, are
periodically reviewed to assess recoverability from future operations using
undiscounted
37
Notes Becton, Dickinson and Company
cash flows in accordance with SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." To the extent carrying value exceeds fair value,
an impairment loss is recognized in operating results. Other intangibles also
include certain trademarks that are considered to have indefinite lives, as they
are expected to generate cash flows indefinitely. Therefore, in accordance with
the provisions of SFAS No. 142, these trademarks are no longer amortized but are
reviewed annually for impairment. See Note 2 for further discussion.
Capitalized Software
Capitalized software primarily represents costs associated with our
enterprise-wide program to upgrade our business information systems, known
internally as ("Genesis"). The costs associated with the Genesis program will be
fully amortized by 2009, with amortization expense being primarily reported as
Selling and administrative expense. Amortization expense was $52,642, $31,330
and $18,525 for 2003, 2002 and 2001, respectively.
Foreign Currency Translation
Generally, the net assets of foreign operations are translated into U.S. dollars
using current exchange rates. The U.S. dollar results that arise from such
translation, as well as exchange gains and losses on intercompany balances of a
long-term investment nature, are included in the cumulative currency translation
adjustments in Accumulated other comprehensive loss.
Revenue Recognition
Revenue is recognized on the sale of certain instruments in the Biosciences
segment upon completion of installation at the customer's site. In other
instances in the Biosciences segment, based upon the terms of sales arrangements
entered into beginning in the fourth quarter of 2003, the Company began to
recognize revenue in accordance with Emerging Issues Task Force ("EITF") No.
00-21 "Revenue Arrangements with Multiple Deliverables." These sales
arrangements have multiple deliverables and, as such, are divided into separate
units of accounting. Revenue and cost of products sold is recognized at the
completion of each deliverable.
The Company defers revenue recognition related to branded insulin syringe
products that are sold under incentive programs to distributors in the U.S.
consumer trade channel. These distributors have implied rights of return on
unsold merchandise held by them. Revenue is recognized for these sales upon the
sell-through of such product from the distribution channel partner to the end
customer. See Note 2 for additional discussion.
Substantially all other revenue is recognized when products are shipped to
customers.
Shipping and Handling Costs
Shipping and handling costs are included in Selling and administrative expense.
Shipping expense was $191,048, $174,942, and $164,401 in 2003, 2002, and 2001,
respectively.
Warranty
Estimated future warranty obligations related to applicable products are
provided by charges to operations in the period in which the related revenue is
recognized.
Derivative Financial Instruments
In accordance with SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," as amended, all derivatives are recorded in the balance
sheet at fair value and changes in fair value are recognized currently in
earnings unless specific hedge accounting criteria are met. See Note 10 for
additional discussion on financial instruments.
Derivative financial instruments are utilized by the Company in the
management of its foreign currency and interest rate exposures. The Company
hedges its foreign currency exposures by entering into offsetting forward
exchange contracts and currency options, when it deems appropriate. The Company
utilizes interest rate swaps, interest rate caps, interest rate collars, and
forward rate agreements to manage its exposure to fluctuating interest rates.
The Company does not use derivative financial instruments for trading or
speculative purposes.
Any deferred gains or losses associated with derivative instruments, which
on infrequent occasions may be terminated prior to maturity, are recognized in
income in the period in which the underlying hedged transaction is recognized.
In the event a designated hedged item is sold, extinguished or matures prior to
the termination of the related derivative instrument, such instrument would be
closed and the resultant gain or loss would be recognized in income.
Income Taxes
United States income taxes are not provided on substantially all undistributed
earnings of foreign subsidiaries since the subsidiaries reinvest such earnings
or remit them to the Company without tax consequence. Income taxes are provided
and tax credits are recognized based on tax laws enacted at the dates of the
financial statements.
Earnings Per Share
Basic earnings per share are computed based on the weighted average number of
common shares outstanding. Diluted earnings per share reflect the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions. These estimates or assumptions affect reported assets,
liabilities, revenues and expenses as reflected in the financial statements.
Actual results could differ from these estimates.
38
Notes Becton, Dickinson and Company
Stock-Based Compensation
Under the provisions of SFAS No. 123, "Accounting for Stock-Based Compensation,"
the Company accounts for stock-based employee compensation using the intrinsic
value method prescribed by Accounting Principles Board Opinion ("APB") No. 25,
"Accounting for Stock Issued to Employees," and related interpretations.
Accordingly, compensation cost for stock options is measured as the excess, if
any, of the quoted market price of the Company's stock at the date of the grant
over the exercise price.
The following pro-forma net income and earnings per share information has
been determined as if the Company had accounted for its stock-based compensation
awards issued subsequent to October 1, 1995 using the fair value method. Under
the fair value method, the estimated fair value of awards would be charged
against income on a straight-line basis over the vesting period which generally
ranges from zero to four years. The pro-forma effect on net income for 2003,
2002, and 2001 may not be representative of the pro-forma effect on net income
in future years since compensation cost is allocated on a straight-line basis
over the vesting periods of the grants, which extends beyond the reported years.
Twelve months ended September 30
- ----------------------------------------------------------------
2003 2002 2001
- ----------------------------------------------------------------
Net Income, as reported $547,056 $479,982 $401,652
Less stock-based compensation
expense, net of tax 35,941 34,890 33,517
- ----------------------------------------------------------------
Pro-forma net income $511,115 $445,092 $368,135
================================================================
Reported earnings per share:
Basic $ 2.14 $ 1.85 $ 1.55
Diluted $ 2.07 $ 1.79 $ 1.49
Pro-forma earnings per share:
Basic $ 2.00 $ 1.72 $ 1.42
Diluted $ 1.95 $ 1.66 $ 1.37
The pro-forma amounts and fair value of each option grant is estimated on
the date of grant using the Black-Scholes option pricing model with the
following weighted-average assumptions used for grants in 2003, 2002, and 2001:
risk free interest rates of 3.66%, 4.50%, and 5.57%, respectively; expected
volatility of 33.2%, 33.0%, and 32.8%, respectively; expected dividend yields of
1.21%, 1.16% and 1.09%, respectively; and expected lives of six years for each
year presented.
2 Accounting Changes
Inventories
During the fourth quarter of 2003, the Company changed its method of determining
cost for its inventory previously determined under the LIFO method to the FIFO
method. As a result of operating efficiencies and cost reductions, the Company
believes that the FIFO method is preferable because it better measures the
current cost of such inventories and provides a more appropriate matching of
revenues and expenses. The change to the FIFO method has been retroactively
applied by restating the accompanying financial statements. There was no impact
to the Consolidated Statements of Income for all periods presented. The
Consolidated Balance Sheets have been restated to reflect a reduction in
inventories of $11,477, a reduction in retained earnings of $7,116 and a
reduction in deferred tax liabilities of $4,361 for all periods presented.
Goodwill and Other Intangible Assets
Effective October 1, 2001, the Company adopted the provisions of SFAS No. 141,
"Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 141, among other things, changes the criteria for recognizing
intangible assets apart from goodwill. SFAS No. 142 stipulates that goodwill and
indefinite-lived intangible assets will no longer be amortized, but instead will
be periodically reviewed for impairment. Diluted earnings per share for fiscal
2002 reflect an approximate ten-cent benefit from the adoption of SFAS No. 142.
Upon adoption of these Statements, the Company reclassified approximately
$28,500 of assets from Other Intangibles, Net to Goodwill, Net, primarily
related to assembled workforce. These assets did not meet the criteria for
recognition apart from goodwill under SFAS No. 141. Of this amount,
approximately $18,400 related to the Biosciences segment and approximately
$10,100 related to the Medical segment. The Company also ceased amortizing
certain trademarks that were deemed to have indefinite lives as they are
expected to generate cash flows indefinitely. The following table reconciles
reported net income to that which would have been reported if the current method
of accounting for goodwill and indefinite-lived asset amortization was used for
the year ended September 30, 2001:
2003 2002 2001
- ------------------------------------------------------------------
Reported Net Income $547,056 $479,982 $401,652
Goodwill Amortization -- -- 25,943
Amortization of Indefinite-Lived
Intangible Assets -- -- 1,307
- ------------------------------------------------------------------
Adjusted Net Income $547,056 $479,982 $428,902
==================================================================
Basic Earnings Per Share $ 2.14 $ 1.85 $ 1.55
Goodwill Amortization -- -- .10
Amortization of Indefinite-Lived
Intangible Assets -- -- .01
Adjusted Basic Earnings
Per Share $ 2.14 $ 1.85 $ 1.66
==================================================================
Diluted Earnings Per Share $ 2.07 $ 1.79 $ 1.49
Goodwill Amortization -- -- .10
Amortization of Indefinite-Lived
Intangible Assets -- -- --
Adjusted Diluted Earnings
Per Share $ 2.07 $ 1.79 $ 1.59
==================================================================
39
Notes Becton, Dickinson and Company
Intangible amortization expense was $36,388, $37,753 and $73,985 in 2003,
2002 and 2001, respectively. The estimated aggregate amortization expense for
the fiscal years ending September 30, 2004 to 2008 are as follows: 2004-$34,100;
2005-$32,700; 2006-$30,000; 2007-$29,800; 2008-$28,900.
Intangible assets at September 30 consisted of:
2003 2002
- ---------------------------------------------------------------------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization
- ---------------------------------------------------------------------------------
Amortized intangible assets
Core and Developed Technology $352,372 $109,689 $370,044 $ 86,878
Patents, Trademarks, & Other 314,211 217,635 308,202 199,065
- ---------------------------------------------------------------------------------
Total $666,583 $327,324 $678,246 $285,943
=================================================================================
Unamortized intangible assets
Goodwill(a) $536,788 $492,327
Trademarks(b) 15,137 17,621
- ---------------------------------------------------------------------------------
Total $551,925 $509,948
=================================================================================
(a) Net of accumulated amortization of $187,340 in 2003 and $175,903 in 2002
(b) Net of accumulated amortization of $6,175 in 2003 and 2002
The change in the carrying amount of goodwill for the year ended September
30, 2003 relates to foreign currency translation adjustments.
During the third quarter of fiscal 2003, the Company decided to discontinue
the development of certain products and product applications associated with the
BD IMAGN instrument platform in the Biosciences segment. As a result, the
Company recorded an impairment loss of $26,717 in cost of products sold. This
loss included the write-down of $25,230 of core and developed technology, $960
of indefinite-lived trademarks, and $527 of licenses. The impairment loss was
calculated in accordance with SFAS No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets." During 2003, additional asset impairment losses
of indefinite-lived trademarks amounted to $1,524.
Revenue Recognition
Effective October 1, 2000, the Company changed its method of revenue recognition
for certain products in accordance with Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements," ("SAB 101"). As a result, the
Company recorded the following accounting changes.
The Company changed its accounting method for revenue recognition related
to branded insulin syringe products that are sold to distributors in the U.S.
consumer trade channel. These products were predominately sold under incentive
programs, and these distributors have implied rights of return on unsold
merchandise held by them. The Company previously recognized this revenue upon
shipment to these distributors, net of appropriate allowances for sales returns.
Effective October 1, 2000, the Company changed its method of accounting for
revenue related to these product sales to recognize such revenues upon the
sell-through of the respective product from the distribution channel partner to
the end customer using inventories reported by such distributors. The Company
believes this change in accounting principle is the preferable method. The
cumulative effect of this change in accounting method was a charge of $52,184 or
$30,789, net of taxes.
The Company also changed its accounting method for recognizing revenue on
certain instruments in the Biosciences segment. Prior to the adoption of SAB
101, the Company's accounting policy was to recognize revenue upon delivery of
instruments to customers but prior to installation at the customer's site. The
Company had routinely completed such installation services successfully in the
past, but a substantive effort is required for the installation of these
instruments and only the Company can perform the service. Therefore, effective
October 1, 2000, the Company began to recognize revenues for these instruments
upon completion of installation at the customer's site. The cumulative effect of
this change in accounting method was a charge of $9,772, or $5,961 net of taxes.
The total cumulative effect of these accounting changes on prior years
resulted in an after-tax charge to income of $36,750 for the year ended
September 30, 2001. Of the $80,700 of revenues included in the cumulative effect
adjustment, $44,300 and $28,500 were included in the restated revenues for the
first and second quarters of fiscal 2001, respectively, with the remainder
substantially recognized by the end of the third quarter. The adoption of SAB
101 increased Biosciences revenues for 2001 by approximately $3,400 and
decreased Medical revenues for 2001 by about $3,100. Consequently, the adoption
of SAB 101 did not have a material effect on revenues for the year ended
September 30, 2001.
As of September 30, 2003 and 2002, the deferred profit balances recorded as
Accrued Expenses were $14,474 and $10,807, respectively.
40
Notes Becton, Dickinson and Company
Adoption of New Accounting Standards
On April 30, 2003, the FASB issued Statement No. 149, "Amendment of Statement
No. 133 on Derivative Instruments and Hedging Activities." This Statement amends
and clarifies the financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities under Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities." Statement No. 149 includes decisions made
as part of the Derivatives Implementation Group process that effectively
required amendments to Statement No. 133. Statement No. 149 is effective for
contracts entered into or modified after June 30, 2003 and for hedging
relationships designated after June 30, 2003. The provisions of Statement No.
149 that relate to Statement No. 133 implementation issues and that have been
effective for fiscal quarters that began prior to June 15, 2003 will continue to
be applied in accordance with their respective effective dates. This Statement
had no impact on the Company's consolidated financial position or results of
operations in 2003.
In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46").
FIN 46 significantly changes whether entities included in its scope are
consolidated by their sponsors, transferors or investors. The Interpretation
introduces a new consolidation model, "the variable interests model," which
determines control based on potential variability in gains and losses of the
entity being evaluated for consolidation. Under FIN 46, variable interest
entities are to be consolidated if certain conditions are met. Variable
interests are contractual, ownership or other interests in an entity that expose
their holders to the risks and rewards of the variable interest entity. Variable
interests include equity investments, leases, derivatives, guarantees and other
instruments whose values change with changes in the variable interest entity's
assets. The provisions of the Interpretation, as amended by FIN 46-6 "Effective
Date of FASB Interpretation No. 46, Consolidation of Variable Interest
Entities," are effective for the Company as of March 31, 2004, for variable
interest entities acquired before February 1, 2003 and immediately for any
variable interest entities acquired after January 31, 2003. The Company is in
the process of evaluating the applicability and impact of FIN 46 to certain
interests entered into prior to February 1, 2003, although the Company does not
expect that FIN 46 will have a material impact on its consolidated financial
position or results of operations in 2004.
3 Employee Stock Ownership Plan/ Savings Incentive Plan
The Company has an Employee Stock Ownership Plan ("ESOP") as part of its
voluntary defined contribution plan (Savings Incentive Plan) covering most
domestic employees. The ESOP is intended to satisfy all or part of the Company's
obligation to match 50% of employees' contributions, up to a maximum of 3% of
each participant's salary. To accomplish this, in 1990, the ESOP borrowed
$60,000 in a private debt offering and used the proceeds to buy the Company's
ESOP convertible preferred stock. Each share of preferred stock has a guaranteed
liquidation value of $59 per share and is convertible into 6.4 shares of the
Company's common stock. The preferred stock pays an annual dividend of $3.835
per share, a portion of which is used by the ESOP, together with the Company's
contributions, to repay the ESOP debt. Since the ESOP debt is guaranteed by the
Company, it is reflected on the consolidated balance sheet as short-term and
long-term debt with a related amount shown in the shareholders' equity section
as Unearned ESOP compensation.
The amount of ESOP expense recognized is equal to the cost of the preferred
shares allocated to plan participants and the ESOP interest expense for the
year, reduced by the amount of dividends paid on the preferred stock.
Selected financial data pertaining to the ESOP/Savings Incentive Plan
follows:
2003 2002 2001
- ----------------------------------------------------------------------
Total expense of the
Savings Incentive Plan $ 2,626 $ 2,737 $ 2,989
Compensation expense
(included in total expense above) $ 2,168 $ 1,863 $ 1,855
Dividends on ESOP shares used
for debt service $ 2,344 $ 2,553 $ 2,721
Number of preferred shares
allocated at September 30 500,807 476,938 457,921
======================================================================
The Company guarantees employees' contributions to the fixed income fund of
the Savings Incentive Plan. The amount guaranteed was $120,961 at September 30,
2003.
41
Notes Becton, Dickinson and Company
4 Benefit Plans
The Company has defined benefit pension plans covering substantially all of its
employees in the United States and certain foreign locations. The Company also
provides certain postretirement healthcare and life insurance benefits to
qualifying domestic retirees. Postretirement benefit plans in foreign countries
are not material.
The Company made a $100 million cash contribution to the U.S. pension plan
in both 2003 and 2002. The Company made these contributions to offset the impact
of the decline in the market value of pension assets during fiscal years 2002
and 2001.
The change in benefit obligation, change in plan assets, funded status and
amounts recognized in the consolidated balance sheets at September 30, 2003 and
2002 for these plans were as follows:
Pension Plans Other Postretirement Benefits
- -------------------------------------------------------------------------------------------------------
2003 2002 2003 2002
- -------------------------------------------------------------------------------------------------------
Change in benefit obligation:
Benefit obligation at beginning of year $ 852,922 $ 707,392 $ 222,374 $ 200,011
Service cost 44,798 35,702 3,159 2,609
Interest cost 54,072 49,095 14,484 14,419
Plan amendments 894 4,220 -- --
Benefits paid (49,891) (41,064) (15,449) (18,497)
Actuarial loss 129,493 84,547 30,538 23,832
Other, includes translation 26,357 13,030 -- --
- -------------------------------------------------------------------------------------------------------
Benefit obligation at end of year $1,058,645 $ 852,922 $ 255,106 $ 222,374
=======================================================================================================
Change in plan assets:
Fair value of plan assets at beginning of year $ 519,161 $ 490,913 -- $ --
Actual return on plan assets 82,973 (50,215) -- --
Employer contribution 112,132 110,325 -- --
Benefits paid (49,891) (41,064) -- --
Other, includes translation 21,210 9,202 -- --
- -------------------------------------------------------------------------------------------------------
Fair value of plan assets at end of year $ 685,585 $ 519,161 -- $ --
=======================================================================================================
Funded status:
Unfunded benefit obligation $ (373,060) $(333,761) $(255,106) $(222,374)
Unrecognized net transition obligation 1,308 1,241 -- --
Unrecognized prior service cost 3,236 2,992 (31,619) (37,919)
Unrecognized net actuarial loss 392,912 307,067 88,297 61,904
- -------------------------------------------------------------------------------------------------------
Prepaid (accrued) benefit cost $ 24,396 $ (22,461) $(198,428) $(198,389)
=======================================================================================================
Amounts recognized in the consolidated
balance sheets consisted of:
Prepaid benefit cost $ 13,684 $ 13,258 $ -- $ --
Accrued benefit liability (132,220) (168,907) (198,428) (198,389)
Intangible asset 3,156 2,918 -- --
Accumulated other comprehensive income
before income taxes 139,776 130,270 -- --
- -------------------------------------------------------------------------------------------------------
Net amount recognized $ 24,396 $ (22,461) $(198,428) $(198,389)
=======================================================================================================
Foreign pension plan assets at fair value included in the preceding table
were $169,473 and $134,300 at September 30, 2003 and 2002, respectively. The
foreign pension plan projected benefit obligations were $232,560 and $189,066 at
September 30, 2003 and 2002, respectively.
The projected benefit obligation, accumulated benefit obligation and fair
value of plan assets for the pension plans with accumulated benefit obligations
in excess of plan assets were $1,058,645, $798,059, and $685,585, respectively
as of September 30, 2003 and $771,060, $613,018, and $446,908, respectively as
of September 30, 2002.
42
Notes Becton, Dickinson and Company
Net pension and postretirement expense included the following components:
Pension Plans Other Postretirement Benefits
- -----------------------------------------------------------------------------------------------------
2003 2002 2001 2003 2002 2001
- -----------------------------------------------------------------------------------------------------
Components of net pension and
postretirement costs:
Service cost $ 44,798 $ 35,702 $ 33,121 $ 3,159 $ 2,609 $ 2,418
Interest cost 54,072 49,095 46,344 14,484 14,419 13,841
Expected return on plan assets (47,190) (52,560) (58,203) -- -- --
Amortization of prior service cost 85 (136) (282) (6,233) (6,233) (6,017)
Amortization of (gain) loss 13,121 3,064 (268) 3,342 1,626 363
Amortization of net obligation 11 12 22 -- -- --
Net curtailment gain (147) -- -- -- -- --
- -----------------------------------------------------------------------------------------------------
Net pension and postretirement costs $ 64,750 $ 35,177 $ 20,734 $14,752 $12,421 $10,605
=====================================================================================================
Net pension expense attributable to foreign plans included in the preceding
table was $13,302, $8,478, and $7,189 in 2003, 2002, and 2001, respectively.
The assumptions used in determining benefit obligations were as follows:
Pension Plans Other Postretirement Benefits
- ----------------------------------------------------------------------------------
2003 2002 2003 2002
- ----------------------------------------------------------------------------------
Discount rate:
U.S. plans 6.25% 6.75% 6.25% 6.75%
Foreign plans (average) 4.90% 5.18% -- --
Expected return on plan assets(A):
U.S. plans 8.00% 8.00% -- --
Foreign plans (average) 6.72% 7.15% -- --
Rate of compensation increase:
U.S. plans 4.25% 4.00% 4.25% 4.00%
Foreign plans (average) 2.92% 3.17% -- --
(A) Used in the determination of the subsequent year's net pension expense.
At September 30, 2003 the assumed healthcare trend rates were 9% pre and
post age 65, decreasing to an ultimate rate of 5% beginning in 2008. At
September 30, 2002 the corresponding assumed healthcare trend rates were 10% pre
and post age 65 and an ultimate rate of 5% beginning in 2008. A one percentage
point increase in assumed healthcare cost trend rates in each year would
increase the accumulated postretire-ment benefit obligation as of September 30,
2003 by $11,865 and the aggregate of the service cost and interest cost
components of 2003 annual expense by $782. A one percentage point decrease in
the assumed healthcare cost trend rates in each year would decrease the
accumulated postretirement benefit obligation as of September 30, 2003 by
$10,226 and the aggregate of the 2003 service cost and interest cost by $676.
The Company utilizes a service-based approach in applying the provisions of
SFAS No. 112, "Employers' Accounting For Postemployment Benefits," for most of
its postemployment benefits. Such an approach recognizes that actuarial gains
and losses may result from experience that differs from baseline assumptions.
Postemployment benefit costs were $13,974, $13,599, and $15,107 in 2003, 2002,
and 2001, respectively.
5 Special Charges
The Company recorded special charges of $21,508, $57,514, and $90,945 in fiscal
years 2002, 2000, and 1998, respectively.
Fiscal Year 2002
The Company recorded special charges of $9,937 and $15,760 during the second and
third quarters of fiscal 2002, respectively, related to a manufacturing
restructuring program in the BD Medical ("Medical") segment that is aimed at
optimizing manufacturing efficiencies and improving the Company's
competitiveness in the different markets in which it operates. Offsetting
special charges in the third quarter of 2002 were $4,189 of reversals of fiscal
2000 special charges. Of these charges, $19,171 represented exit costs, which
included $18,533 related to severance costs. This program involves the
termination of 533 employees in China, France, Germany, Ireland, Mexico, and the
United States. As of September 30, 2003, 15 employees remain to be severed. The
Company expects the remaining terminations to be completed and the related
accrued severance to be substantially paid by June 2004.
43
Notes Becton, Dickinson and Company
A summary of the 2002 special charge accrual activity follows:
Severance Restructuring
- -----------------------------------------------------------------
Accrual Balance at September 30, 2002 $ 13,400 $ 600
Payments (11,600) (500)
- -----------------------------------------------------------------
Accrual Balance at September 30, 2003 $ 1,800 $ 100
=================================================================
Fiscal Year 2000
The Company developed a worldwide organizational restructuring plan to align its
existing infrastructure with its projected growth programs. This plan included
the elimination of open positions and employee terminations from all businesses,
functional areas and regions for the sole purpose of cost reduction. As a result
of the approval of this plan in September 2000, the Company recorded $33,000 of
exit costs, of which $31,700 related to severance costs. At September 30, 2003,
all employee terminations have been completed and accruals have been paid
relating to the 2000 special charge.
Fiscal Year 1998
In an effort to improve manufacturing efficiencies at certain of its locations,
the Company initiated in 1998 two restructuring plans: the closing of a surgical
blade plant in Hancock, New York and the consolidation of other production
functions in Brazil, Spain, Australia and France. Total charges of $35,300 were
recorded in 1998 relating to these restructuring plans, primarily in the Medical
segment, and consisted of $15,400 relating to severance and other employee
termination costs, $15,400 relating to manufacturing equipment write-offs and
$4,500 relating to remaining lease obligations.
The Company also recorded $37,800 of special charges to recognize
impairment losses on other non-manufacturing assets. Approximately $25,600 of
this charge related to the write-down of goodwill and other assets associated
with prior acquisitions in the area of manual microbiology. The impairment loss
was recorded as a result of the carrying value of these assets exceeding their
fair value, calculated on the basis of discounted estimated future cash flows.
The carrying amount of such goodwill and other intangibles was $24,000. The
balance of the impairment loss of $1,600 was recognized as a write-down of
related fixed assets. Also included in the $37,800 charge was a $4,700
write-down of a facility held for sale, which was subsequently sold in fiscal
2000 at its adjusted book value.
The remaining special charges of $17,845 primarily consisted of $12,300 of
estimated litigation defense costs associated with the Company's latex glove
business, which was divested in 1995, as well as a number of miscellaneous asset
write-downs.
As of September 30, 2003, all employee terminations have been completed and
all accruals have been paid relating to the 1998 special charge.
6 Acquisitions
In January 2001, the Company completed its acquisition of Gentest Corporation, a
privately-held company serving the life sciences market in the areas of drug
metabolism and toxicology testing of pharmaceutical candidates. The purchase
price was approximately $29,000 in cash. Unaudited pro-forma consolidated
results, after giving effect to this acquisition, would not have been materially
different from the reported amounts for 2001.
This acquisition was recorded under the purchase method of accounting and,
therefore, the purchase price has been allocated to assets acquired and
liabilities assumed based on estimated fair values. The results of operations of
the acquired company were included in the consolidated results of the Company
from the acquisition date.
7 Income Taxes
The provision for income taxes is composed of the following charges (benefits):
2003 2002 2001
- ------------------------------------------------------------------
Current:
Domestic:
Federal $103,469 $ 33,016 $ 49,053
State and local, including
Puerto Rico 3,880 7,900 7,728
Foreign 56,330 50,489 44,167
- ------------------------------------------------------------------
163,679 91,405 100,948
==================================================================
Deferred:
Domestic (741) 57,651 29,342
Foreign (288) (449) 8,058
- ------------------------------------------------------------------
(1,029) 57,202 37,400
- ------------------------------------------------------------------
$162,650 $148,607 $138,348
==================================================================
In accordance with SFAS No. 109, "Accounting for Income Taxes," deferred
tax assets and liabilities are netted on the balance sheet by separate tax
jurisdictions. At September 30, 2003 and 2002, net current deferred tax assets
of $85,068 and $71,362, respectively, were included in Prepaid expenses,
deferred taxes and other. There were no net non-current deferred tax assets in
2003 and 2002. Net current deferred tax liabilities of $3,385 and $4,635,
respectively, were included in Current Liabilities-Income taxes. Net non-current
deferred tax liabilities of $91,088 and $77,249, respectively, were included in
Deferred Income Taxes and Other. Deferred taxes are not provided on
substantially all undistributed earnings of foreign subsidiaries. At September
30, 2003, the cumulative amount of such undistributed earnings approximated
$1,798,581 against which substantial tax credits are available. Determining the
tax liability that would arise if these earnings were remitted is not
practicable.
44
Notes Becton, Dickinson and Company
Deferred income taxes at September 30 consisted of:
2003 2002
- -----------------------------------------------------------------------------------
Assets Liabilities Assets Liabilities
- -----------------------------------------------------------------------------------
Compensation and benefits $149,470 $ -- $161,574 $ --
Property and equipment -- 136,633 -- 124,718
Purchase acquisition adjustments -- 46,013 -- 70,656
Other 130,551 104,694 159,546 134,182
- -----------------------------------------------------------------------------------
280,021 287,340 321,120 329,556
Valuation allowance (2,086) -- (2,086) --
- -----------------------------------------------------------------------------------
$277,935 $287,340 $319,034 $329,556
===================================================================================
A reconciliation of the federal statutory tax rate to the Company's
effective tax rate follows:
2003 2002 2001
- -------------------------------------------------------------
Federal statutory tax rate 35.0% 35.0% 35.0%
State and local income taxes,
net of federal tax benefit .4 1.2 .6
Effect of foreign and Puerto Rican
income and foreign tax credits (8.5) (9.3) (8.2)
Effect of Research, Empowerment
Zone, Foreign Sales Corporation/
Extraterritorial Income tax benefits (3.0) (2.2) (3.0)
Other, net (1.0) (1.1) (.4)
- -------------------------------------------------------------
22.9% 23.6% 24.0%
- -------------------------------------------------------------
The approximate dollar and diluted per-share amounts of tax reductions
related to tax holidays in various countries in which the Company does business
were: 2003-$42,050 and $.16; 2002-$40,860 and $.15; and 2001-$43,275 and $.16.
The tax holidays expire at various dates through 2018.
The Company made income tax payments, net of refunds, of $110,739 in 2003,
$52,603 in 2002, and $53,498 in 2001.
The components of Income Before Income Taxes and Cumulative Effect of
Change in Accounting Principle follow:
2003 2002 2001
- -----------------------------------------------------
Domestic, including
Puerto Rico $334,806 $336,596 $340,073
Foreign 374,900 291,993 236,677
- -----------------------------------------------------
$709,706 $628,589 $576,750
=====================================================
8 Supplemental Financial Information
Other (Expense) Income, Net
Other expense, net in 2003 totaled $2,860 which included write-downs of certain
investments of $3,030 and the write-off of intangible assets of $1,841. These
charges were partially offset by foreign exchange gains of $1,875 (net of
hedging costs).
Other expense, net in 2002 included net losses on investments of $18,576.
Included in these charges was a $9,725 loss on an equity investment in a
publicly traded company. This investment had been trading below its original
cost basis of $15,350 since the end of January 2002. As a result, the Company
had deemed this decline in value as being other than temporary and had written
down this investment to its fair value as of September 30, 2002. Other expense,
net in 2002 also included write-down of assets held for sale and asset
abandonments of $14,149. These charges were partially offset by foreign exchange
gains of $15,596, net of hedging costs.
Other expense, net in 2001 included foreign exchange losses of $8,762,
including net hedging costs, and write-downs of investments to market value of
$6,401.
Trade Receivables
Allowances for doubtful accounts and cash discounts netted against trade
receivables were $47,160 and $38,019 at September 30, 2003 and 2002,
respectively.
Inventories 2003 2002
- ----------------------------------------------------------
Materials $129,958 $137,688
Work in process 145,500 132,051
Finished products 519,556 416,480
- ----------------------------------------------------------
$795,014 $686,219
==========================================================
Property, Plant and Equipment 2003 2002
- ------------------------------------------------------------
Land $ 62,442 $ 61,756
Buildings 1,135,177 1,071,799
Machinery, equipment and fixtures 2,636,475 2,430,456
Leasehold improvements 71,061 57,350
- ------------------------------------------------------------
3,905,155 3,621,361
Less allowances for depreciation
and amortization 2,060,384 1,855,631
- ------------------------------------------------------------
$1,844,771 $1,765,730
============================================================
Supplemental Cash Flow Information
Noncash investing activities for the years ended September 30:
2003 2002 2001
- ------------------------------------------------------------
Stock issued for business acquisitions $97 $241 $243
45
Notes Becton, Dickinson and Company
9 Debt
The components of Short-term debt follow:
2003 2002
- --------------------------------------------------------
Loans payable:
Domestic $100,000 $415,131
Foreign 5,015 9,280
Current portion of long-term debt 16,905 10,231
- --------------------------------------------------------
$121,920 $434,642
========================================================
Domestic loans payable consist of commercial paper. Foreign loans payable
consist of short-term borrowings from financial institutions. The weighted
average interest rates for loans payable were 1.6% and 2.0% at September 30,
2003 and 2002, respectively. The Company has in place a $900 million syndicated
credit facility, consisting of a $450 million 364-day line of credit expiring in
August 2004 and a $450 million five-year line of credit expiring in August 2006.
The facility is available to support the Company's commercial paper borrowing
program and for other general corporate purposes. Restrictive covenants include
a minimum interest coverage ratio. There were no borrowings outstanding under
the facility at September 30, 2003. In addition, the Company had short-term
foreign lines of credit pursuant to informal arrangements of approximately
$225,000 at September 30, 2003, of which $222,000 was unused.
The components of Long-Term Debt follow:
2003 2002
- --------------------------------------------------------------
Domestic notes due through 2015
(average year-end interest rate:
4.4%-2003; 4.8%-2002) $ 16,389 $ 17,923
Foreign notes due through 2011
(average year-end interest rate:
19.1%-2003; 4.8%-2002) 47 9,965
9.45% Guaranteed ESOP Notes
due through July 1, 2004 -- 3,715
6.90% Notes due October 1, 2006 105,073 104,945
7.15% Notes due October 1, 2009 226,092 225,686
4.55% Notes due April 15, 2013 198,032 --
4.90% Notes due April 15, 2018 198,124 --
8.70% Debentures due January 15, 2025 105,224 105,683
7.00% Debentures due August 1, 2027 168,000 168,000
6.70% Debentures due August 1, 2028 167,050 167,050
- --------------------------------------------------------------
$1,184,031 $802,967
==============================================================
In April 2003, the Company issued $200,000 of 4.55% Notes due on April 15,
2013 and $200,000 of 4.9% Notes due on April 15, 2018. The effective yields of
these note issues were 4.71% and 5.03%, respectively, including the results of
interest rate hedging activity and other financing costs.
The April 2003 note issues were offered under a registration statement
filed in March 2003 with the Securities and Exchange Commission using a "shelf"
registration process. This registration was for one or more offerings of debt
securities, common stock, warrants, purchase contracts and units, up to a total
dollar amount of $750,000, including $100,000 of securities carried forward from
a registration filed in October 1997. The remaining availability under the March
2003 shelf registration is $350,000.
Long-term debt balances as of September 30, 2003 and 2002 have been
impacted by certain interest rate swaps that have been designated as fair value
hedges, as discussed in Note 10.
The aggregate annual maturities of long-term debt during the fiscal years
ending September 30, 2005 to 2008 are as follows: 2005-$5,252; 2006-$384;
2007-$100,405; 2008-$427.
The Company capitalizes interest costs as a component of the cost of
construction in progress. The following is a summary of interest costs:
2003 2002 2001
- ----------------------------------------------------
Charged to operations $43,488 $40,269 $61,585
Capitalized 10,346 17,952 28,625
- ----------------------------------------------------
$53,834 $58,221 $90,210
====================================================
Interest paid, net of amounts capitalized, was $32,649 in 2003, $39,153 in
2002, and $63,760 in 2001.
10 Financial Instruments
Foreign Exchange Derivatives
The Company uses foreign exchange forward contracts and currency options to
reduce the effect of fluctuating foreign exchange rates on certain foreign
currency denominated receivables and payables, third party product sales, and
investments in foreign subsidiaries. Gains and losses on the derivatives are
intended to offset gains and losses on the hedged transaction. The Company's
foreign currency risk exposure is primarily in Western Europe, Asia Pacific,
Japan, and Latin America.
The Company hedges substantially all of its transactional foreign exchange
exposures, primarily intercompany payables and receivables, through the use of
forward contracts and currency options with maturities of less than 12 months.
Gains or losses on these contracts are largely offset by gains and losses on the
underlying hedged items. These foreign exchange contracts do not qualify for
hedge accounting under SFAS No. 133.
In addition, the Company enters into option and forward contracts to hedge
certain forecasted sales that are denominated in foreign currencies. These
contracts are designated as cash flow hedges, as defined by SFAS No. 133, and
are effective as hedges of these revenues. These contracts are intended to
reduce the risk that the Company's cash flows from certain
46
Notes Becton, Dickinson and Company
third party transactions will be adversely affected by changes in foreign
currency exchange rates. Changes in the effective portion of the fair value of
these contracts are included in other comprehensive income until the hedged
sales transactions are recognized in earnings. Once the hedged transaction
occurs, the gain or loss on the contract is recognized from accumulated other
comprehensive income to revenues. The Company recorded hedge net losses of
$1,732 and net gains of $3,502 to revenues in fiscal 2003 and 2002,
respectively.
Fiscal 2003, 2002 and 2001 revenues are net of hedging costs of $9,876,
$10,612 and $8,121, respectively, related to the purchased option contracts. The
Company records in Other expense, net, the premium on the forward contracts,
which is excluded from the assessment of hedge effectiveness. This premium was
$993 and $2,209 in fiscal 2003 and 2002, respectively. All outstanding contracts
that were designated as cash flow hedges as of September 30, 2003 will mature by
September 30, 2004. As of September 30, 2003, Other Comprehensive Income
included an unrealized loss of $7,883, net of tax relating to foreign exchange
derivatives that have been designated as cash flow hedges.
The Company enters into forward exchange contracts to hedge its net
investments in certain foreign subsidiaries. These forward contracts are
designated and effective as net investment hedges, as defined by SFAS No. 133.
The Company recorded losses of $15,304 and $1,071 in fiscal 2003 and 2002,
respectively, to foreign currency translation adjustments in other comprehensive
income for the change in the fair value of the contracts.
Interest Rate Derivatives
The Company's policy is to manage interest cost using a mix of fixed and
floating debt. The Company has entered into interest rate swaps in which it
agrees to exchange, 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, as defined by SFAS No. 133. For fair value hedges, 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. For cash flow hedges, changes
in the fair value of the interest rate swaps are offset by changes in other
comprehensive income. There was no ineffective portion to the hedges recognized
in earnings during the period.
In addition, the Company entered into forward rate agreements in order to
reduce its exposure to changing interest rates during the period leading up to
the issuance of long term debt. These transactions were designated as "highly
effective" cash flow hedges, as defined by SFAS No. 133. Upon issuance of the
long term debt, a realized loss was recorded in other comprehensive income,
which will be reclassified into Interest expense, net over the life of the
hedged debt issues. The amount of the loss to be reclassified into earnings
within the next 12 months is $59.
For the year ended September 30, 2003, other comprehensive income included
an unrealized loss of $2,009, net of tax, relating to interest rate derivatives
that have been designated as cash flow hedges.
Fair Value of Financial Instruments
Cash equivalents, short-term investments and short-term debt are carried at
cost, which approximates fair value. Other investments are classified as
available-for-sale securities. Available-for-sale securities are carried at fair
value, with unrecognized gains and losses reported in other comprehensive
income, net of taxes. Losses on available-for-sale securities are recognized
when a loss is determined to be other than temporary or when realized. In
accordance with the provisions of SFAS No. 133, forward exchange contracts and
currency options are recorded at fair value. Fair values were estimated based on
market prices, where available, or dealer quotes. The fair value of certain
long-term debt is based on redemption value. The estimated fair values of the
Company's financial instruments at September 30, 2003 and 2002 were as follows:
2003 2002
- ---------------------------------------------------------------------------------
Carrying Fair Carrying Fair
Value Value Value Value
- ---------------------------------------------------------------------------------
Assets:
Other investments
(non-current)(A) $ 5,706 $ 22,194 $ 6,431 $ 6,337
Currency options(B) 9,394 9,394 6,878 6,878
Forward exchange contracts(B) -- -- 3,480 3,480
Interest rate swaps(B) 36,881 36,881 36,314 36,314
Liabilities:
Forward exchange contracts(C) 22,474 22,474 -- --
Long-term debt 1,184,031 1,252,785 802,967 855,331
Interest rate swaps(C) 2,569 2,569 1,677 1,677
=================================================================================
(A) Included in Other non-current assets.
(B) Included in Prepaid expenses, deferred taxes and other.
(C) Included in Accrued Expenses.
Concentration of Credit Risk
Substantially all of the Company's trade receivables are due from public and
private entities involved in the healthcare industry. Due to the large size and
diversity of the Company's customer base, concentrations of credit risk with
respect to trade receivables are limited. The Company does not normally require
collateral. The Company is exposed to credit loss in the event of nonperformance
by financial institutions with which it conducts business. However, this loss is
limited to the amounts, if any, by which the obligations of the counterparty to
the financial instrument contract exceed the obligations of the Company. The
Company also minimizes exposure to credit risk by dealing with a diversified
group of major financial institutions.
47
Notes Becton, Dickinson and Company
11 Shareholders' Equity
Changes in certain components of shareholders' equity were as follows:
Series B,
ESOP Common
Preferred Stock Capital in Unearned
Stock Issued at Excess of Retained ESOP Deferred
Issued Par Value Par Value Earnings Compensation Compensation
- ----------------------------------------------------------------------------------------------------------------
Balance at October 1, 2000 $43,570 $332,662 $ 75,075 $2,835,908 $(16,155) $6,490
Restatement (see Note 2) (7,116)
- ----------------------------------------------------------------------------------------------------------------
Balance at October 1, 2000
(restated) 43,570 332,662 75,075 2,828,792 (16,155) 6,490
Net income 401,652
Cash dividends:
Common ($.38 per share) (97,897)
Preferred ($3.835 per
share), net of tax
benefits (2,359)
Common stock issued for:
Employee stock plans, net 72,745
Business acquisitions 215
Common stock held in
trusts 606
Reduction in unearned
ESOP compensation for
the year 4,154
Adjustment for
redemption provisions (3,042) 655
- ----------------------------------------------------------------------------------------------------------------
Balance at September 30, 2001 40,528 332,662 148,690 3,130,188 (12,001) 7,096
Net income 479,982
Cash dividends:
Common ($.39 per share) (100,521)
Preferred ($3.835 per
share), net of tax
benefits (2,300)
Common stock issued for:
Employee stock plans, net 35,679
Business acquisitions 198
Common stock held in
trusts 1,400
Reduction in unearned
ESOP compensation for
the year 4,154
Repurchase of common
stock
Adjustment for
redemption provisions (2,583) 555
- ----------------------------------------------------------------------------------------------------------------
Balance at September 30, 2002 37,945 332,662 185,122 3,507,349 (7,847) 8,496
Net income 547,056
Cash dividends:
Common ($.40 per share) (101,612)
Preferred ($3.835 per
share), net of tax
benefits (2,201)
Common stock issued for:
Employee stock plans, net 71,206
Business acquisitions 97
Common stock held in
trusts 478
Reduction in unearned
ESOP compensation for
the year 4,154
Repurchase of common
stock
Adjustment for
redemption provisions (3,497) 753
- ----------------------------------------------------------------------------------------------------------------
Balance at September 30, 2003 $34,448 $332,662 $257,178 $3,950,592 $(3,693) $8,974
================================================================================================================
Treasury Stock
--------------------------
Shares Amount
- ------------------------------------------------------------
Balance at October 1, 2000 (79,165,708) $ (980,163)
Restatement (see Note 2)
- ------------------------------------------------------------
Balance at October 1,
2000 (restated) (79,165,708) (980,163)
Net income
Cash dividends:
Common ($.38 per share)
Preferred ($3.835 per
share), net of tax
benefits
Common stock issued for:
Employee stock plans, net 5,423,069 40,564
Business acquisitions 3,630 28
Common stock held in
trusts (16,346) (606)
Reduction in unearned
ESOP compensation for
the year
Adjustment for
redemption provisions 329,877 2,387
- ------------------------------------------------------------
Balance at September 30, 2001 (73,425,478) (937,790)
Net income
Cash dividends:
Common ($.39 per share)
Preferred ($3.835 per
share), net of tax
benefits
Common stock issued for:
Employee stock plans, net 2,634,109 23,497
Business acquisitions 4,767 43
Common stock held in
trusts (42,141) (1,400)
Reduction in unearned
ESOP compensation for
the year
Repurchase of common
stock (6,607,800) (223,961)
Adjustment for
redemption provisions 304,295 2,028
- ------------------------------------------------------------
Balance at September 30, 2002 (77,132,248) (1,137,583)
Net income
Cash dividends:
Common ($.40 per share)
Preferred ($3.835 per
share), net of tax
benefits
Common stock issued for:
Employee stock plans, net 5,048,394 45,841
Business acquisitions 2,487
Common stock held in
trusts (18,440) (478)
Reduction in unearned
ESOP compensation for
the year
Repurchase of common
stock (9,784,200) (349,998)
Adjustment for
redemption provisions 355,125 2,284
- ------------------------------------------------------------
Balance at September 30, 2003 (81,528,882) $(1,439,934)
============================================================
48
Notes Becton, Dickinson and Company
Common stock held in trusts represents rabbi trusts in connection with the
Company's employee salary and bonus deferral plan and Directors' deferral plan.
Preferred Stock Purchase Rights
In accordance with the Company's shareholder rights plan, each certificate
representing a share of outstanding common stock of the Company also represents
one Preferred Stock Purchase Right (a "Right"). Each whole Right entitles the
registered holder to purchase from the Company one eight-hundredths of a share
of Preferred Stock, Series A, par value $1.00 per share, at a price of $67.50.
The Rights will not become exercisable unless and until, among other things, a
third party acquires 15% or more of the Company's outstanding common stock. The
Rights are redeemable under certain circumstances at $.01 per Right and will
expire, unless earlier redeemed, on April 25, 2006. There are 500,000 shares of
preferred stock designated Series A, none of which has been issued.
12 Other Comprehensive Income (Loss)
The components of Accumulated other comprehensive loss are as follows:
2003 2002
- -----------------------------------------------------------------
Foreign currency translation adjustments $(156,193) $(363,300)
Minimum pension liability adjustment (86,909) (77,661)
Unrealized gains on investments 9,721 68
Unrealized losses on cash flow hedges (9,892) (4,393)
- -----------------------------------------------------------------
$(243,273) $(445,286)
=================================================================
The income tax provision recorded in fiscal year 2003 and 2002 for the
unrealized gains on investments was $6,700 and $2,800. The income tax benefits
recorded in fiscal years 2003 and 2002 for cash flow hedges were $5,500 and
$1,900, respectively. The income tax benefit amounts recorded in fiscal years
2003 and 2002 for the minimum pension liability adjustment was $300 and $52,600,
respectively. Income taxes are generally not provided for translation
adjustments.
The unrealized gains on investments included in other comprehensive loss
for 2002 are net of reclassification adjustments of $8,000, net of tax, for
recognized losses as defined by SFAS No. 115. The tax expense associated with
these reclassification adjustments was $5,600.
The unrealized losses on cash flow hedges included in other comprehensive
loss for 2003 and 2002 are net of reclassification adjustments of $6,800 and
$4,200, net of tax, respectively, for realized hedge gains recorded to revenues.
These amounts had been included in Accumulated other comprehensive loss in prior
periods. The tax expense associated with these reclassification adjustments in
2003 and 2002 was $4,800 and $2,900, respectively.
13 Commitments and Contingencies
Commitments
Rental expense for all operating leases amounted to $56,400 in 2003, $52,600 in
2002, and $49,600 in 2001. Future minimum rental commitments on noncancelable
leases are as follows: 2004-$38,900; 2005-$32,500; 2006-$27,500; 2007-$21,100;
2008-$13,800 and an aggregate of $30,900 thereafter.
As of September 30, 2003, the Company has certain future capital
commitments aggregating approximately $82,300, which will be expended over the
next several years.
Contingencies
Litigation-Other Environmental-In 1986, the Company acquired a business that
manufactured, among other things, latex surgical gloves. In 1995, the Company
divested this glove business. The Company, along with a number of other
manufacturers, has been named as a defendant in approximately 523 product
liability lawsuits 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, 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. Since the inception
of this litigation, 367 of these cases have been closed with no liability to the
Company (313 of which were closed with prejudice), and 28 cases have been
settled for an aggregate de minimis amount. The Company is vigorously defending
these remaining lawsuits.
The Company, along with another manufacturer and several medical product
distributors, is named as a defendant in four product liability lawsuits
relating to healthcare workers who allegedly sustained accidental needlesticks,
but have not become infected with any disease. Generally, the remaining actions
allege that healthcare workers have sustained needlesticks 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. The Company had previously been named as a defendant in
seven similar suits relating to healthcare workers who allegedly sustained
accidental needlesticks, each of which has either been dismissed with prejudice
or voluntarily withdrawn. Regarding the four pending suits:
49
Notes Becton, Dickinson and Company
o In Ohio, Grant vs. Becton Dickinson et al. (Case No. 98CVB075616, Franklin
County Court), which was filed on July 22, 1998, the Court of Appeals, by
order dated June 3, 2003, reversed the trial court's granting of class
certification and remanded the case for a determination of whether the
class can be redefined, or the action should be dismissed.
o In Illinois, McCaster vs. Becton Dickinson et al. (Case No. 98L09478, Cook
County Circuit Court), which was filed on August 13, 1998, the court issued
an order on November 22, 2002, denying plaintiff's renewed motion for class
certification. The plaintiff has voluntarily dismissed the action without
prejudice and with leave to re-file within one year.
o In Oklahoma and South Carolina, cases have been filed on behalf of an
unspecified number of healthcare workers seeking class action certification
under the laws of these states, 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, and 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.
The Company continues to oppose class action certification in these cases
and will continue to vigorously defend these lawsuits, including pursuing all
appropriate rights of appeal.
The Company has insurance policies in place, and believes that a
substantial portion of the potential liability, if any, in the latex and class
action matters would be covered by insurance. In order to protect its rights to
additional coverage, the Company has filed an action for declaratory judgment
under the caption Becton Dickinson and Company vs. Adriatic Insurance Company et
al. (Docket No. MID-L-3649-99 MT, Middlesex County Superior Court) in New Jersey
state court. The Company has withdrawn this action, with the right to refile, so
that settlement discussions with the insurance companies may proceed. The
Company has established reserves to cover reasonably anticipated legal defense
costs in all product liability lawsuits, including the needlestick class action
and latex matters. With regard to the latex matters, we recorded special charges
in 2000 and 1998 of $20 million and $12 million, respectively. Based on a review
of available information at that time, these charges were recorded to reflect
the minimum amount within the then most probable range of current estimates of
litigation defense costs. We do not anticipate incurring significant one-time
charges, similar to 2000 and 1998, relating to the latex matters in future
years.
On November 6, 2003, a class action complaint was filed against the Company
in the Supreme Court of British Columbia under the caption Danielle Cardozo, by
her litigation guardian Darlene Cardozo v. Becton, Dickinson and Company (Civil
Action No. S83059) alleging personal injury to all persons in British Columbia
that received test results generated by the BD ProbeTec ET instrument.
Plaintiffs seek money damages in an as yet undisclosed amount. The Company is
assessing this action, and intends to vigorously defend this matter.
On January 17, 2003, Retractable Technologies, Inc. ("plaintiff") filed a
third amended complaint against the Company, another manufacturer and two group
purchasing organizations ("GPOs") under the caption Retractable Technologies,
Inc. vs. Becton Dickinson and Company, et al. (Civil Action No. 501 CV 036,
United States District Court, Eastern District of Texas). Plaintiff alleges that
the Company and other defendants conspired to exclude it from the market and to
maintain the Company's market share by entering into long-term contracts in
violation of state and Federal antitrust laws. Plaintiff also has asserted
claims for business disparagement, common law conspiracy, and tortious
interference with business relationships. Plaintiff seeks money damages in an as
yet undisclosed amount. On October 6, 2003, the Company filed a motion for
summary judgment. Argument of that motion has been scheduled for December 11,
2003, and a trial date has been set for February 3, 2004. The Company continues
to vigorously defend this matter.
The Company also is involved both as a plaintiff and a defendant in other
legal proceedings and claims that arise in the ordinary course of business.
The Company currently is engaged in discovery or is otherwise in the early
stages with respect to certain of the litigation to which it is a party, and
therefore, it is difficult to predict the outcome of such litigation. In
addition, given the uncertain nature of litigation generally and of the current
litigation environment, it is difficult to predict the outcome of any litigation
regardless of its stage. A number of the cases pending against the Company
present complex factual and legal issues and are subject to a number of
variables, including, but not limited to, the facts and circumstances of each
particular case, the jurisdiction in which each suit is brought, and differences
in applicable law. As a result, the Company is not able to estimate the amount
or range of loss that could result from an unfavorable outcome of such matters.
In accordance with generally accepted accounting principles, we establish
reserves to the extent probable future losses are estimable. While the Company
believes that the claims against it are without merit and, upon resolution,
should not have a material adverse effect on the Company, in view of the
uncertainties discussed above, the Company could incur charges in excess of
currently established reserves and, to the extent available, excess liability
insurance. Accordingly, 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 net cash flows in
the period or periods in which they are recorded or paid. The Company continues
to believe that it has a number of valid defenses to each of the suits pending
against it and is engaged in a vigorous defense of each of these matters.
50
Notes Becton, Dickinson and Company
Environmental Matters
The Company also is a party to a number of Federal proceedings in the United
States brought under the Comprehensive Environment Response, Compensation and
Liability Act, also known as "Superfund," and similar state laws. For all sites,
there are other potentially responsible parties that may be jointly or severally
liable to pay all cleanup costs. The Company accrues costs for estimated
environmental liabilities based upon its best estimate within the range of
probable losses, without considering possible third-party recoveries. While the
Company believes that, upon resolution of such matters, the claims against it
should not have a material adverse effect on it, the Company could incur charges
in excess of presently established reserves and, to the extent available, excess
liability insurance. Accordingly, 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 net cash
flows in the period or periods in which they are recorded or paid.
14 Stock Plans
Stock Option Plans
The Company has stock option plans under which options have been granted to
purchase shares of the Company's common stock at prices established by the
Compensation and Benefits Committee of the Board of Directors. The 1995, 1998
and 2002 Stock Option Plans made available 24,000,000, 10,000,000 and 12,500,000
shares, respectively, of the Company's common stock for the granting of options
to employees. At September 30, 2003, shares available for future grant under the
1995, 1998 and 2002 Plans were 664,970, 476,730 and 9,248,366, respectively. The
Non-Employee Directors 2000 Stock Option Plan made available 1,000,000 common
shares for the granting of options, of which 899,690 remained available for
future grant as of September 30, 2003.
A summary of changes in outstanding options is as follows:
2003 2002 2001
- --------------------------------------------------------------------------------------------------------------
Weighted Weighted Weighted
Options Average Options Average Options Average
for Exercise for Exercise for Exercise
Shares Price Shares Price Shares Price
- --------------------------------------------------------------------------------------------------------------
Balance at October 1 30,388,618 $26.02 28,271,329 $23.80 30,516,315 $21.29
Granted 5,391,172 30.02 5,460,162 32.45 4,635,232 31.90
Exercised (5,004,027) 17.26 (2,570,626) 13.53 (5,354,447) 15.34
Forfeited, canceled or expired (659,462) 31.59 (772,247) 31.98 (1,525,771) 28.20
- --------------------------------------------------------------------------------------------------------------
Balance at September 30 30,116,301 $28.07 30,388,618 $26.02 28,271,329 $23.80
==============================================================================================================
Exercisable at September 30 19,389,311 $26.33 19,682,329 $22.92 20,534,073 $21.30
==============================================================================================================
Weighted average fair value of
options granted $ 10.20 $ 11.59 $ 12.08
==============================================================================================================
Available for grant at September 30 11,289,756 16,020,386 8,246,462
==============================================================================================================
The maximum term of options is ten years. Options outstanding as of September
30, 2003 expire on various dates from January 2004 through September 2013.
September 30, 2003
- -------------------------------------------------------------------------------------------
Options Outstanding Options Exercisable
- -------------------------------------------------------------------------------------------
Weighted Weighted Weighted
Average Average Average
Range Of Number Exercise Remaining Number Exercise
Option Exercise Price Outstanding Price Contractual Life Exercisable Price
- -------------------------------------------------------------------------------------------
$ 8.64-$12.55 1,791,082 $11.47 1.1 Years 1,791,082 $11.47
18.83- 25.63 6,942,444 22.91 3.0 Years 6,942,444 22.91
27.25- 34.96 19,172,717 30.66 7.4 Years 8,533,370 30.04
35.03- 41.56 2,210,058 35.19 5.5 Years 2,122,415 35.12
- -------------------------------------------------------------------------------------------
30,116,301 $28.07 6.3 Years 19,389,311 $26.33
===========================================================================================
51
Notes Becton, Dickinson and Company
As permitted by SFAS No. 123, "Accounting for Stock-Based Compensation,"
the Company has adopted the disclosure-only provision of the Statement and
applies APB Opinion No. 25 and related interpretations in accounting for its
employee stock plans.
The 1990 Plan has a provision whereby unqualified options may be granted
at, below, or above market value of the Company's stock. If the option price is
less than the market value of the Company's stock on the date of grant, the
discount is recorded as compensation expense over the service period in
accordance with the provisions of APB Opinion No. 25. There was no such
compensation expense in 2003, 2002, or 2001.
Under certain circumstances, the stock option plans permit the optionee the
right to receive cash and/or stock at the Company's discretion equal to the
difference between the market value on the date of exercise and the option
price. This difference would be recorded as compensation expense over the
vesting period.
Other Stock Plans
The Company has a compensatory Stock Award Plan which allows for grants of
common shares to certain key employees. Distribution of 25% or more of each
award, as elected by the grantee, is deferred until after retirement or
involuntary termination. Commencing on the first anniversary of a grant
following retirement, the remainder is distributable in five equal annual
installments. During 2003, 60,684 shares were distributed. No awards were
granted in 2003, 2002, or 2001. At September 30, 2003, 2,260,389 shares were
reserved for future issuance, of which awards for 159,001 shares have been
granted.
The Company has a compensatory Restricted Stock Plan for Non-Employee
Directors which reserves for issuance 300,000 shares of the Company's common
stock. No restricted shares were issued in 2003, 2002, or 2001.
The Company has a Directors' Deferral Plan which provides a means to defer
director compensation, from time to time, on a deferred stock or cash basis. As
of September 30, 2003, 149,996 shares were held in trust, of which 9,049 shares
represented Directors' compensation in 2003, in accordance with the provisions
of the Plan. Under the Plan, which is unfunded, directors have an unsecured
contractual commitment from the Company to pay directors the amounts due to them
under the Plan.
The Company also has a Deferred Compensation Plan that allows certain highly-
compensated employees, including executive officers, to defer salary and annual
incentive awards. As of September 30, 2003, 165,100 shares were issuable under
this plan.
15 Earnings Per Share
For the years ended September 30, 2003, 2002, and 2001, the following table sets
forth the computations of basic and diluted earnings per share, before the
cumulative effect of accounting change (shares in thousands):
2003 2002 2001
- ------------------------------------------------------------------------
Income before cumulative
effect of accounting change $547,056 $479,982 $438,402
Preferred stock dividends (2,344) (2,553) (2,721)
- ------------------------------------------------------------------------
Income available to common
shareholders(A) 544,712 477,429 435,681
Preferred stock dividends-using
"if converted" method 2,344 2,553 2,721
Additional ESOP contribution-
using "if converted" method (502) (613) (645)
- ------------------------------------------------------------------------
Income available to common
shareholders after assumed
conversions(B) $546,554 $479,369 $437,757
========================================================================
Average common shares
outstanding(C) 254,497 258,016 257,128
Dilutive stock equivalents
from stock plans 5,402 6,076 7,309
Shares issuable upon conversion
of preferred stock 3,736 4,091 4,396
- ------------------------------------------------------------------------
Average common and common
equivalent shares outstanding-
assuming dilution(D) 263,635 268,183 268,833
========================================================================
Basic earnings per share before
cumulative effect of change
in accounting principle(A/C) $ 2.14 $ 1.85 $ 1.69
========================================================================
Diluted earnings per share
before cumulative effect of
change in accounting principle(B/D) $ 2.07 $ 1.79 $ 1.63
========================================================================
52
Notes Becton, Dickinson and Company
16 Segment Data
The Company's organizational structure is based upon its three principal
business segments: BD Medical (formerly "BD Medical Systems") ("Medical"), BD
Diagnostics (formerly "BD Clinical Laboratory Solutions") ("Diagnostics"), and
BD Biosciences ("Biosciences").
The major products in the Medical segment are hypodermic products,
specially designed devices for diabetes care, prefillable drug delivery
systems, infusion therapy products, elastic support products and thermometers.
The Medical segment also includes disposable scrubs, specialty needles, and
surgical blades. The major products in the Diagnostics segment are clinical and
industrial microbiology products, sample collection products, specimen
management systems, hematology instruments, and other diagnostic systems,
including immunodiagnostic test kits. This segment also includes consulting
services and customized, automated barcode systems for use in laboratories. The
major products in the Biosciences segment are flow cytometry systems for
cellular analysis, reagents and tissue culture labware.
The Company evaluates performance based upon operating income. Segment
operating income represents revenues reduced by product costs and operating
expenses. The calculations of segment operating income and assets are in
accordance with the accounting policies described in Note 1.
Distribution of products is both through distributors and directly to
hospitals, laboratories and other end users. Sales to a distributor which
supplies the Company's products to many end users accounted for approximately
11% of revenues in 2003, 2002 and 2001, respectively, and included products from
the Medical and Diagnostics segments. No other customer accounted for 10% or
more of revenues in each of the three years presented.
Revenues 2003 2002 2001
- --------------------------------------------------------------------------
Medical $2,456,876 $2,151,374 $2,004,626
Diagnostics 1,373,651 1,236,319 1,151,517
Biosciences 697,413 645,376 590,039
- --------------------------------------------------------------------------
Total(A) $4,527,940 $4,033,069 $3,746,182
==========================================================================
Segment Operating Income
- --------------------------------------------------------------------------
Medical $ 556,284 $ 470,168(C) $ 446,940
Diagnostics 302,071 251,004(D) 212,837
Biosciences 88,885(B) 116,926(E) 97,293
- --------------------------------------------------------------------------
Total Segment Operating Income 947,240 838,098 757,070
Unallocated Expenses(F) (237,534) (209,509) (180,320)
- --------------------------------------------------------------------------
Income Before Income Taxes and
Cumulative Effect of Change
in Accounting Principle $ 709,706 $ 628,589 $ 576,750
==========================================================================
Segment Assets
- --------------------------------------------------------------------------
Medical $2,738,082 $2,536,185 $2,431,709
Diagnostics 1,128,878 1,187,710 1,091,063
Biosciences 912,758(B) 930,836 822,745
- --------------------------------------------------------------------------
Total Segment Assets 4,779,718 4,654,731 4,345,517
Corporate and All Other(G) 792,535 374,252 445,293
- --------------------------------------------------------------------------
Total $5,572,253 $5,028,983 $4,790,810
==========================================================================
Capital Expenditures
- --------------------------------------------------------------------------
Medical $ 167,165 $ 182,479 $ 265,531
Diagnostics 61,589 41,774 62,009
Biosciences 22,116 22,747 24,083
Corporate and All Other 10,173 12,703 19,131
- --------------------------------------------------------------------------
Total $ 261,043 $ 259,703 $ 370,754
==========================================================================
Depreciation and Amortization
- --------------------------------------------------------------------------
Medical $ 174,701 $ 150,849 $ 145,702
Diagnostics 86,879 89,275 89,117
Biosciences 64,605 50,587 58,204
Corporate and All Other 18,271 14,154 12,677
- --------------------------------------------------------------------------
Total $ 344,456 $ 304,865 $ 305,700
==========================================================================
(A) Intersegment revenues are not material.
(B) Includes $26,717 in 2003 of impairment charges discussed in Note 2.
(C) Includes $22,600 in 2002 for special charges discussed in Note 5.
(D) Includes $(468) in 2002 for special charge reversals discussed in Note 5.
(E) Includes $(447) in 2002 for special charge reversals discussed in Note 5.
(F) Includes interest, net; foreign exchange; corporate expenses; gains on
sales of investments; and certain legal defense costs. Also includes
special charge reversals of $(177) in 2002, as discussed in Note 5.
(G) Includes cash and investments and corporate assets.
53
Notes Becton, Dickinson and Company
Revenues by
Organizational Units 2003 2002 2001
- -------------------------------------------------------------------
BD Medical
Medical Surgical Systems $1,426,202 $1,299,229 $1,192,340
Diabetes Care 542,327 473,825 483,053
Pharmaceutical Systems 435,624 326,346 278,309
Ophthalmic Systems 52,723 51,974 50,924
- -------------------------------------------------------------------
$2,456,876 $2,151,374 $2,004,626
- -------------------------------------------------------------------
BD Diagnostics
Preanalytical Systems $ 707,079 $ 637,194 $ 584,277
Diagnostic Systems 666,572 599,125 567,240
- -------------------------------------------------------------------
$1,373,651 $1,236,319 $1,151,517
- -------------------------------------------------------------------
BD Biosciences
Immunocytometry Systems $ 332,505 $ 294,718 $ 265,365
Clontech 64,312 72,710 78,607
Pharmingen 121,173 110,125 94,776
Discovery Labware 179,423 167,823 151,291
- -------------------------------------------------------------------
$ 697,413 $ 645,376 $ 590,039
- -------------------------------------------------------------------
Total $4,527,940 $4,033,069 $3,746,182
===================================================================
Geographic Information
The countries in which the Company has local revenue-generating operations have
been combined into the following geographic areas: the United States, including
Puerto Rico, and International, which is composed of Europe, Canada, Latin
America, Japan and Asia Pacific.
Revenues to unaffiliated customers are based upon the source of the product
shipment. Long-lived assets, which include net property, plant and equipment,
are based upon physical location. Intangible assets are not included since, by
their nature, they do not have a physical or geographic location.
2003 2002 2001
- ---------------------------------------------------------
Revenues
United States $2,328,246 $2,158,275 $2,001,341
International 2,199,694 1,874,794 1,744,841
- ---------------------------------------------------------
Total $4,527,940 $4,033,069 $3,746,182
=========================================================
Long-Lived Assets
United States $ 979,735 $ 974,797 $ 956,138
International 724,100 653,464 633,671
Corporate 140,936 137,469 126,214
- ---------------------------------------------------------
Total $1,844,771 $1,765,730 $1,716,023
=========================================================
Quarterly Data (Unaudited)
Thousands of dollars, except per-share amounts
2003
- ---------------------------------------------------------------------------------------
1st 2nd 3rd 4th Year
- ---------------------------------------------------------------------------------------
Revenues $1,051,648 $1,134,041 $1,165,369 $1,176,882 $4,527,940
Gross Profit 501,609 555,613 542,982 591,446 2,191,650(B)
Net Income 113,638 142,040 130,018 161,360 547,056(B)
Earnings Per Share:
Basic .44 .56 .51 .64 2.14
Diluted .43 .54 .49 .61 2.07
=======================================================================================
2002
- ---------------------------------------------------------------------------------------
1st 2nd 3rd 4th Year
- ---------------------------------------------------------------------------------------
Revenues $944,946 $1,012,971 $998,460 $1,076,692 $4,033,069
Gross Profit 445,184 489,838 484,389 529,989 1,949,400
Net Income 99,673 129,188 119,725 131,396 479,982(A)
Earnings Per Share:
Basic .38 .50 .46 .51 1.85
Diluted .37 .48 .44 .50 1.79
=======================================================================================
(A) Includes $9,937 and $11,571 of special charges in the second and third
quarters, respectively, as discussed in Note 5.
(B) Includes $26,717 of impairment charges in the third quarter, as discussed
in Note 2.
54
Becton, Dickinson and Company
Corporate Information
Annual Meeting
2:00 p.m.
Wednesday, February 11, 2004
Woodcliff Lake Hilton
200 Tice Boulevard
Woodcliff Lake, NJ 07675
Direct Stock Purchase Plan
The Direct Stock Purchase Plan established through EquiServe Trust Company,
N.A., enhances the services provided to existing shareholders and facilitates
initial investments in BD shares. Additional information may be obtained by
calling EquiServe Trust Company, N.A. at 1-866-238-5345.
NYSE Symbol
BDX
Transfer Agent and Registrar
EquiServe Trust Company, N.A.
P.O. Box 2500
Jersey City, NJ 07303-2500
Phone: 1-800-519-3111
E-mail: equiserve@equiserve.com
Internet: www.equiserve.com
Shareholder Information
BD's Statement of Corporate Governance Principles, BD's Business Conduct and
Compliance Guide, the charters of BD's Committees of the Board of Directors, and
BD's reports and statements filed with or furnished to the Securities and
Exchange Commission, are posted on BD's Web site at www.bd.com/investors/.
Shareholders may receive, without charge, printed copies of these documents,
including BD's 2003 Annual Report to the Securities and Exchange Commission on
Form 10-K, by contacting:
Investor Relations
BD
1 Becton Drive
Franklin Lakes, NJ 07417-1880
Phone: 1-800-284-6845
Internet: www.bd.com
Independent Auditors
Ernst & Young LLP
5 Times Square
New York, NY 10086-6530
Phone: 212-773-3000
Internet: www.ey.com
The trademarks indicated by italics are the property of, licensed to, promoted
or distributed by Becton, Dickinson and Company, its subsidiaries or related
companies. All other brands are trademarks of their respective holders.
Certain BD Biosciences products are intended for research use only, and not for
use in diagnostic or therapeutic procedures.
'c'2003 BD
Common Stock Prices and Dividends
By Quarter 2003 2002
- -----------------------------------------------------------------------
High Low Dividends High Low Dividends
- -----------------------------------------------------------------------
First $31.70 $28.56 $0.100 $38.11 $32.02 $0.0975
Second 35.77 29.45 0.100 37.72 32.15 0.0975
Third 40.43 31.90 0.100 38.47 33.66 0.0975
Fourth 40.00 35.49 0.100 33.78 25.01 0.0975
55
STATEMENT OF DIFFERENCES
The copyright symbol shall be expressed as............................... 'c'