8-K: Current report filing
Published on November 4, 2009
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported) November 4, 2009
BECTON, DICKINSON AND COMPANY
New Jersey
(State or Other Jurisdiction of Incorporation)
001-4802 | 22-0760120 | |
(Commission File Number) | (IRS Employer Identification No.) |
1 Becton Drive, Franklin Lakes, New Jersey | 07417-1880 | |
(Address of Principal Executive Offices) | (Zip Code) |
(201) 847-6800
(Registrants Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K Filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On November 4, 2009, Becton, Dickinson and Company (BD) issued a press release announcing its financial results for its
fourth fiscal quarter and fiscal year ending September 30, 2009. A copy of the press release is furnished as Exhibit 99.1 to this report.
The press release furnished as Exhibit 99.1 contains certain financial measures that differ from
those presented in accordance with U.S. generally accepted accounting principles (non-GAAP
measures). As described below, certain of these non-GAAP measures eliminate the effect of the
charge relating to our pending settlement of certain antitrust class action suits (the Litigation
Charge) and the tax benefit relating to various tax settlements (the Tax Benefit) that occurred
in fiscal year 2009. In addition, during fiscal year 2009, the U.S. dollar strengthened
significantly against most foreign currencies, primarily the Euro, compared to rates from fiscal
year 2008. As a result, foreign currency translation impacted our operating results to a greater
degree than we have typically experienced. Accordingly, certain non-GAAP measures eliminate the
effect of foreign currency translation, including gains from our hedging activities.
| Revenues. We present international and total revenue growth rates (for the total company and each of its segments and business units, and for revenues relating to our safety-engineered devices) for the fourth quarter of fiscal year 2009 and for the full 2009 fiscal year at constant foreign exchange rates. We believe that this allows investors to better understand the underlying operating results of BD, thereby facilitating comparisons to prior periods. | ||
| Gross Profit. We present gross profit for the fourth quarter of fiscal year 2009 and for the full 2009 fiscal year after eliminating the effect of foreign currency translation. Foreign currency translation caused our gross profit for these periods to be lower than it otherwise would have been. We believe that eliminating the effect of foreign currency translation allows investors to better understand the underlying operating results of BD, and allows investors to more easily compare BDs gross profit for these periods to other periods. | ||
| Selling and Administrative Expense. We present selling and administrative expense for fiscal year 2009 (Adjusted 2009 S&A) after excluding the impact of the Litigation Charge. This charge caused our selling and administrative expense to be higher than it otherwise would have been, but is not considered by management to be part of ordinary operations. Accordingly, we believe that this adjusted measure of selling and administrative expense is more indicative of BDs performance, and allows investors to more easily compare BDs selling and administrative expense to other periods. | ||
We also present selling and administrative expense for the fourth quarter of fiscal year 2009 and Adjusted 2009 S&A after eliminating the effect of foreign currency translation. Foreign currency translation caused our selling and administrative expense for these periods to be lower than it otherwise would have been. We believe that eliminating the effect of foreign currency translation allows investors to better understand the underlying operating results of BD, and allows investors to more easily compare BDs selling and administrative expense for these periods to other periods. | |||
| Research and Development. We present research and development expense for the fourth quarter of fiscal year 2009 and for the full 2009 fiscal year after eliminating the effect of foreign currency translation. Foreign currency translation caused such expense for these periods to be lower than it otherwise would have been. We believe that |
eliminating the effect of foreign currency translation allows investors to better understand our research and development expense, and allows investors to more easily compare BDs research and development expense for these periods to other periods. | |||
| Operating Income. We present BDs operating income for fiscal year 2009 after excluding the impact of the Litigation Charge (Adjusted 2009 Operating Income). This charge caused our operating income to be lower than it otherwise would have been, but is not considered by management to be part of ordinary operations. Accordingly, we believe that this adjusted measure of operating income is more indicative of BDs performance, and allows investors to more easily compare BDs operating income to other periods. | ||
We also present operating income for the fourth quarter of fiscal year 2009 and Adjusted 2009 Operating Income after eliminating the effect of foreign currency translation. Foreign currency translation caused our operating income for these periods to be either higher or lower (depending on the period) than it otherwise would have been. We believe that eliminating the effect of foreign currency translation allows investors to better understand the underlying operating results of BD, and allow investors to more easily compare BDs operating income for these periods to other periods. | |||
| Income Taxes and Effective Tax Rate. We present BDs income taxes (Adjusted 2009 Income Tax) and effective tax rate for fiscal year 2009 after excluding the impact of the Litigation Charge and the Tax Benefit. These items caused our income taxes and effective tax rate for the period to be lower than they otherwise would have been, but are not considered by management to be part of ordinary operations. Accordingly, we believe that these adjusted measures of income taxes and effective tax rate are more indicative of BDs results, and allow investors to more easily compare BDs income taxes and effective tax rate for the period to other periods. | ||
We also present income tax for the fourth quarter of fiscal year 2009 and Adjusted 2009 Income Tax after eliminating the effect of foreign currency translation. Foreign currency translation caused our income tax to be either higher or lower (depending on the period) than it otherwise would have been. We believe that eliminating the effect of foreign currency translation allows investors to better understand BDs income tax expense, and allows investors to more easily compare BDs income taxes for these periods to other periods. | |||
| Income from Continuing Operations. We present BDs income from continuing operations for fiscal year 2009 after excluding the impact of the Litigation Charge and the Tax Benefit (Adjusted 2009 Income from Continuing Operations). These items caused income from continuing operations for the period to be lower than it otherwise would have been, but are not considered by management to be part of ordinary operations. Accordingly, we believe that this adjusted measure of income from continuing operations is more indicative of BDs underlying performance, and allows investors to more easily compare BDs operating income from continuing operations for the period to other periods. |
We also present income from continuing operations for the fourth quarter of fiscal year 2009 and Adjusted 2009 Income from Continuing Operations after eliminating the effect of foreign currency translation. Foreign currency translation caused our income from continuing operations for these periods to be either higher or lower (depending on the period) than it otherwise would have been. We believe that eliminating the effect of foreign currency translation allows investors to better understand the underlying operating results of BD, and allows investors to more easily compare BDs income from continuing operations for these periods to other periods. | |||
| Earnings Per Share from Continuing Operations. We present BDs diluted earnings per share from continuing operations for fiscal year 2009 after excluding the impact of the Litigation Charge and the Tax Benefit (Adjusted 2009 EPS). These items caused our diluted earnings per share to be lower than it otherwise would have been, but are not considered by management to be part of ordinary operations. Accordingly, we believe that this adjusted measure of diluted earnings per share is more indicative of BDs performance, and allows investors to more easily compare BDs performance for the period to other periods. | ||
We also present diluted earnings per share for the fourth quarter of fiscal year 2009 and Adjusted 2009 EPS after eliminating the effect of foreign currency translation. Foreign currency translation caused our diluted earnings per share for these periods to be either higher or lower (depending on the period) than it otherwise would have been. We believe that eliminating the effect of foreign currency translation for these periods allows investors to better understand the underlying operating results of BD, and facilitates comparisons to prior periods. |
BDs management uses each of these non-GAAP measures in its own evaluation of BDs performance,
particularly when comparing performance to past periods. Management also uses the non-GAAP results
for budget planning purposes on a quarterly and annual basis.
BD provides non-GAAP measures to investors on a supplemental basis, as they provide additional
insight into BDs financial results. Management believes the non-GAAP results provide a reasonable
measure of BDs underlying performance before the effects of items that are considered by
management to be outside of BDs underlying operational results or that affect period to period
comparability.
Non-GAAP results should not be considered in isolation and are not in accordance with, or a
substitute for, GAAP results. Our non-GAAP results may differ from similar measures used by other
companies, even if similar terms are used to identify such measures. Although BDs management
believes non-GAAP results are useful in evaluating the performance of its business, its reliance on
these measures is limited since items excluded from such measures may have a material impact on
BDs net income, earnings per share or cash flows calculated in accordance with GAAP. Therefore,
management typically uses non-GAAP results in conjunction with GAAP results to address these
limitations. Investors should also consider these limitations when evaluating BDs results.
A reconciliation of certain non-GAAP financial measures to the comparable GAAP measure is furnished
as Exhibit 99.2 to this report.
Item 8.01 OTHER EVENTS
On October 19, 2009, Gen-Probe Incorporated (Gen-Probe) filed a patent infringement action against
BD in the United States District Court for the Southern District of California. The complaint
alleges that certain specimen collection products of BD infringe eight U.S. patents of Gen-Probe.
Gen-Probe is seeking monetary damages and injunctive relief. We believe that we have meritorious
defenses to this action and intend to defend this matter vigorously.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99.1
|
Press release dated November 4, 2009, which is furnished pursuant to Item 2.02 | |
Exhibit 99.2
|
Reconciliation of non-GAAP financial measures, which is furnished pursuant to Item 2.02 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BECTON, DICKINSON AND COMPANY (Registrant) |
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By: | /s/ Dean J. Paranicas | |||
Dean J. Paranicas | ||||
Vice President, Corporate Secretary and Public Policy |
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Date:
November 4, 2009
Exhibit
Index
99.1
|
Press release dated November 4, 2009, furnished pursuant to Item 2.02 | |
99.2
|
Reconciliation of non-GAAP financial measures, furnished pursuant to Item 2.02 |