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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 2002
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2002 COMMISSION FILE NUMBER 1-4802
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BECTON, DICKINSON AND COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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NEW JERSEY 22-0760120
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1 BECTON DRIVE
FRANKLIN LAKES, NEW JERSEY 07417-1880
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(201) 847-6800
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ----------------
Common Stock, par value $1.00 New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by checkmark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes [x] No [ ]
As of June 30, 2002, 256,898,665 shares of the registrant's common stock
were outstanding and the aggregate market value of such common stock held by
nonaffiliates of the registrant was approximately $8,822,907,027.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the registrant's Annual Report to Shareholders for the
fiscal year ended September 30, 2002 are incorporated by reference into Parts I
and II hereof.
(2) Portions of the registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held February 11, 2003 are incorporated by reference into
Part III hereof.
________________________________________________________________________________
PART I
ITEM 1. BUSINESS.
GENERAL
Becton, Dickinson and Company was incorporated under the laws of the State
of New Jersey in November 1906, as successor to a New York business started in
1897. Our executive offices are located at 1 Becton Drive, Franklin Lakes, New
Jersey 07417-1880, and our telephone number is (201) 847-6800. All references in
this Form 10-K to 'BD' refer to Becton, Dickinson and Company and its domestic
and foreign subsidiaries, unless otherwise indicated by the context.
BD is a medical technology company engaged principally in the manufacture
and sale of a broad range of medical supplies, devices, laboratory equipment and
diagnostic products used by healthcare institutions, life science researchers,
clinical laboratories, industry and the general public.
BUSINESS SEGMENTS
BD's operations consist of three worldwide business segments: BD Medical
Systems ('Medical Systems'), BD Clinical Laboratory Solutions ('Clinical
Laboratory Solutions') and BD Biosciences ('Biosciences'). Information with
respect to BD's business segments appears on pages 54-55 of BD's Annual Report
to Shareholders for the fiscal year ended September 30, 2002 (the '2002 Annual
Report'), and is incorporated herein by reference as part of Exhibit 13.
BD Medical Systems
The major products in this segment are hypodermic syringes and needles for
injection, insulin syringes and pen needles and blood glucose monitoring systems
for diabetes care, infusion therapy devices, prefillable drug delivery systems
and surgical blades and scalpels. This segment also includes specialty blades
and cannulas for ophthalmic surgery procedures, anesthesia needles, critical
care systems, elastic support products and thermometers.
BD Clinical Laboratory Solutions
The major products in this segment are clinical and industrial microbiology
products, sample collection products, specimen management systems, hemotology
instruments, DNA probe instruments and other diagnostic systems, including
immunodiagnostic test kits. This segment also includes consulting services and
customized and automated bar-code systems.
BD Biosciences
This segment provides integrated systems, products and services for a
variety of applications in life sciences. The major products are flow cytometry
systems for cell analysis, monoclonal antibodies for biomedical research,
molecular biology products for the study of genes and their functions, cell
growth and screening products, and labware products.
INTERNATIONAL OPERATIONS
BD's products are manufactured and sold worldwide. The principal markets for
BD's products outside the United States are Europe, Japan, Asia Pacific, Canada
and Latin America. The principal products sold by BD outside of the United
States are hypodermic needles and syringes, insulin syringes and pen needles,
diagnostic systems, VACUTAINER'r' brand blood collection products, HYPAK'r'
brand prefillable syringe systems, and infusion therapy products. BD has
manufacturing operations outside the United States in Brazil, China, France,
Germany, India, Ireland, Japan, Korea, Mexico, Pakistan, Singapore, Spain,
Sweden and the United Kingdom. Geographic information with respect to BD's
operations appears on page 55 of the 2002 Annual Report, and is incorporated
herein by reference as part of Exhibit 13.
Foreign economic conditions and exchange rate fluctuations have caused the
profitability from foreign revenues to fluctuate more than the profitability
from domestic revenues. BD believes its activities in some
countries outside the United States involve greater risk than its domestic
business due to the foregoing factors, as well as local commercial and economic
policies and political uncertainties.
REVENUES AND DISTRIBUTION
BD's products and services are marketed in the United States and
internationally through sales representatives and independent distribution
channels, and directly to end-users. Sales to a distributor, which supplies BD
products from the Medical Systems and Clinical Laboratory Solutions segments to
many end-users, accounted for approximately 11% of total BD revenues in fiscal
2002. Order backlog is not material to BD's business inasmuch as orders for BD
products generally are received and filled on a current basis, except for items
temporarily out of stock.
Revenue on the sale of certain instruments in the Biosciences segment is
recognized upon completion of installation of the instrument at the customer's
site. Revenue related to branded insulin syringe products sold to distributors
in the U.S. consumer trade channel is recognized upon the sell-through of such
products from the distributor to the end customer. Substantially all other
revenue is recognized when products are shipped to customers.
RESEARCH AND DEVELOPMENT
BD conducts its research and development activities at its operating units,
at Becton Dickinson Technologies in Research Triangle Park, North Carolina, and
in collaboration with selected universities, medical centers and other entities.
BD also retains individual consultants to support its efforts in specialized
fields. BD spent approximately $220 million on research and development during
the fiscal year ended September 30, 2002, and approximately $212 million and
$224 million, respectively, during the two immediately preceding fiscal years.
COMPETITION
A number of companies, some of which are more specialized than BD, compete
in the medical technology field. In each such case, competition involves only a
part of BD's product lines. Competition in BD's markets is based on a
combination of factors, including price, quality, service, reputation,
distribution and promotion. Ongoing investments in research, quality management,
quality improvement, product innovation and productivity improvement are
required to maintain an advantage in the competitive environments in which BD
operates.
New companies have entered the medical technology field and established
companies have diversified their business activities into this area. Other firms
engaged in the distribution of medical technology products have become
manufacturers as well. Some of BD's competitors have greater financial resources
than BD. BD also competes with products manufactured outside the United States.
INTELLECTUAL PROPERTY AND LICENSES
BD owns significant intellectual property, including patents, patent
applications, technology, trade secrets, know-how, copyrights and trademarks in
the United States and other countries. BD is also licensed under domestic and
foreign patents, patent applications, technology, trade secrets, know-how,
copyrights and trademarks owned by others. In the aggregate, these intellectual
property assets and licenses are of material importance to BD's business. BD
believes, however, that no single patent, technology, trademark, intellectual
property asset or license is material in relation to BD's business as a whole.
RAW MATERIALS
BD purchases many different types of raw materials, including plastics,
glass, metals, yarn and yarn goods, paper products, agricultural products,
electronic and mechanical sub-assemblies and various biological, chemical and
petrochemical products. All but a few of BD's principal raw materials, primarily
related to the Biosciences business, are available from multiple sources.
2
For various reasons, including quality assurance, sole source availability
and cost effectiveness, we purchase certain raw materials from sole suppliers.
Due primarily to regulatory requirements, we may not always be able to quickly
establish additional or replacement sources for certain of these sole-sourced
raw materials. While BD works closely with its suppliers to ensure continuity of
supply, the termination, reduction or interruption in supply of these
sole-sourced raw materials could have an adverse impact on our ability to
manufacture and sell certain of our products.
REGULATION
BD's medical technology products and operations are subject to regulation by
the United States Food and Drug Administration and various other federal and
state agencies, as well as by a number of foreign governmental agencies. BD
believes it is in compliance in all material respects with the regulations
promulgated by such agencies, and that such compliance has not had, and BD
believes, should not have, a material adverse effect on its business.
BD also believes that its operations comply in all material respects with
applicable environmental laws and regulations. Such compliance has not had, and
BD believes, should not have, a material adverse effect on BD's capital
expenditures, earnings or competitive position. See Item 3. Legal
Proceedings -- Environmental Matters.
EMPLOYEES
As of September 30, 2002, BD had 25,249 employees, of whom 11,487 were
employed in the United States (including Puerto Rico). BD believes that its
employee relations are satisfactory.
CAUTIONARY STATEMENT PURSUANT TO PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995 -- 'SAFE HARBOR' FOR FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (the 'Act') provides a
safe harbor for forward-looking statements made by or on behalf of BD. BD and
its representatives may from time to time make certain forward-looking
statements in publicly-released materials, both written and oral, including
statements contained in this report and filings with the Securities and Exchange
Commission and in our other reports to shareholders. Forward-looking statements
may be identified by the use of words like 'plan,' 'expect,' 'believe,'
'intend,' 'will,' 'anticipate,' 'estimate' and other words of similar meaning in
conjunction with, among other things, discussions of future operations and
financial performance, as well as our strategy for growth, product development,
regulatory approvals, market position and expenditures. All statements which
address operating performance or events or developments that we expect or
anticipate will occur in the future -- including statements relating to volume
growth, sales and earnings per share growth and statements expressing views
about future operating results -- are forward-looking statements within the
meaning of the Act.
Forward-looking statements are based on current expectations of future
events. The forward-looking statements are and will be based on management's
then current views and assumptions regarding future events and operating
performance, and speak only as of their dates. Investors should realize that if
underlying assumptions prove inaccurate or unknown risks or uncertainties
materialize, actual results could vary materially from our expectations and
projections. Investors are therefore cautioned not to place undue reliance on
any forward-looking statements. Furthermore, we undertake no obligation to
update or revise any forward-looking statements whether as a result of new
information, future events and developments or otherwise.
The following are some important factors that could cause our actual results
to differ from our expectations in any forward-looking statements:
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 as patents on our products expire. While we
believe our opportunities for sustained, profitable growth are
considerable, actions of our competitors could impact our earnings,
share of sales and volume growth.
3
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 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 Difficulties inherent in product development, including the potential
inability to successfully continue technological innovation, complete
clinical trials, obtain regulatory approvals in the United States and
abroad, or gain and maintain market approval of products, and the
possibility of encountering infringement claims by competitors with
respect to patent or other intellectual property rights, all of which
can preclude or delay commercialization of a product.
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 the 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 our ability to
successfully 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 or the Securities and Exchange Commission.
The foregoing list sets forth many, but not all, of the factors that could
impact our ability to achieve results described in any forward-looking
statements. Investors should understand that it is not possible to predict or
identify all such factors and should not consider this list to be a complete
statement of all potential risks and uncertainties.
4
ITEM 2. PROPERTIES.
BD's executive offices are located in Franklin Lakes, New Jersey. BD owns
and leases approximately 13,800,000 square feet of manufacturing, warehousing,
administrative and research facilities throughout the world. The U.S.
facilities, including Puerto Rico, comprise approximately 5,800,000 square feet
of owned and 2,200,000 square feet of leased space. The international facilities
comprise approximately 3,800,000 square feet of owned and 2,000,000 square feet
of leased space. Sales offices and distribution centers included in the total
square footage are also located throughout the world.
Operations in each of BD's business segments are conducted at both U.S. and
international locations. Particularly in the international marketplace,
facilities often serve more than one business segment and are used for multiple
purposes, such as administrative/sales, manufacturing and/or
warehousing/distribution. BD generally seeks to own its manufacturing
facilities, although some are leased. Most of BD's administrative, sales and
warehousing/distribution facilities are leased.
BD believes that its facilities are of good construction and in good
physical condition, are suitable and adequate for the operations conducted at
those facilities, and are, with minor exceptions, fully utilized and operating
at normal capacity.
The U.S. facilities include facilities in Arizona, California, Colorado,
Connecticut, Georgia, Illinois, Indiana, Kentucky, Maryland, Massachusetts,
Michigan, Missouri, Nebraska, New Jersey, New York, North Carolina, South
Carolina, Tennessee, Texas, Utah, Virginia, Wisconsin and Puerto Rico.
The international facilities are grouped as follows:
-- Canada includes approximately 105,900 square feet of leased space.
-- Europe and Eastern Europe, Middle East and Africa include facilities
in Austria, Belgium, Denmark, Egypt, England, Finland, France, Germany,
Greece, Hungary, Ireland, Italy, the Netherlands, Poland, Russia, South
Africa, Spain, Sweden, Switzerland, Turkey and the United Arab Emirates, and
are comprised of approximately 1,900,000 square feet of owned and 900,000
square feet of leased space.
-- Latin America includes facilities in Argentina, Bolivia, Brazil,
Chile, Colombia, Guatemala, Mexico, Panama, Paraguay, Peru, Uruguay and
Venezuela, and is comprised of approximately 783,000 square feet of owned
and 614,000 square feet of leased space.
-- Asia Pacific includes facilities in Australia, China, Hong Kong,
India, Indonesia, Japan, Malaysia, New Zealand, Pakistan, the Philippines,
Singapore, South Korea, Taiwan, Thailand and Vietnam, and is comprised of
approximately 1,121,000 square feet of owned and 400,000 square feet of
leased space.
The table below summarizes property information by business segment:
CLINICAL
MEDICAL LABORATORY
CATEGORY CORPORATE BIOSCIENCES SYSTEMS SOLUTIONS MIXED(A) TOTAL(B)
-------- --------- ----------- ------- --------- -------- --------
Leased
Sites.................... 2 16 122 6 17 163
Square feet.............. 10,000 405,000 2,012,000 92,000 1,717,000 4,236,000
Manufacturing square
footage................ 0 89,000 314,000 15,000 10,000 428,000
Manufacturing sites...... 0 2 7 1 1 11
Owned
Sites.................... 2 4 26 13 5 50
Square feet.............. 431,000 613,000 5,129,000 2,580,000 807,000 9,560,000
Manufacturing square
footage................ 0 265,000 3,200,000 1,461,000 52,000 4,978,000
Manufacturing sites...... 0 4 25 12 1 42
Total
Sites.................... 4 20 148 19 22 213
Square feet.............. 441,000 1,018,000 7,141,000 2,672,000 2,524,000 13,796,000
Manufacturing square
footage................ 0 354,000 3,514,000 1,476,000 62,000 5,406,000
Manufacturing sites...... 0 6 32 13 2 53
(footnotes on next page)
5
(footnotes from previous page)
(A) Facilities used by all business segments.
(B) Does not include 41,000 square foot facility in Florida that is presently
not in use by BD.
ITEM 3. LEGAL PROCEEDINGS.
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
520 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, 227 of these cases have been closed with no liability to BD
(166 of which were closed with prejudice), and 14 cases have been settled for an
aggregate de minimis amount. We are vigorously defending the remaining lawsuits.
We, along with another manufacturer and several medical product
distributors, are named as a defendant in six product liability lawsuits
relating to healthcare workers who allegedly sustained accidental needlesticks,
but have not become infected with any disease. We had previously been named as a
defendant in five 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 six pending suits:
In Texas, Usrey vs. Becton Dickinson et al., the Court of Appeals for the
Second District of Texas filed an Opinion on August 16, 2001 reversing the
trial court's certification of a class, and remanding the case to the trial
court for further proceedings consistent with that opinion. Plaintiffs
petitioned the appellate court for rehearing, which the Court of Appeals
denied on October 25, 2001.
In Ohio, Grant vs. Becton Dickinson et al. (Case No. 98CVB075616, Franklin
County Court), which was filed on July 22, 1998, the court issued a
decision on July 17, 2002 certifying a class. We have filed an appeal of
the court's ruling with the Ohio Court of Appeals for the 10th Appellate
Judicial District.
In Illinois, McCaster vs. Becton Dickinson et al. (Case No. 98L09478, Cook
County Circuit Court), which was filed on August 13, 1998, the appeals
court issued a decision on March 6, 2002 denying plaintiff's petition for
review of the trial court's January 11, 2002 decision to deny class
certification. On July 30, 2002, the plaintiff filed a motion with the
trial court to reopen the issue of certification based on the Ohio decision
in the Grant case. On November 22, 2002, the court issued an order denying
plaintiff's renewed motion for class certification.
In New York, 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. Generally, these remaining
actions allege that healthcare workers have sustained needle sticks using
hollow-bore needle devices manufactured by BD and, as a result, require
medical testing, counseling and/or treatment. Several actions additionally
allege that the healthcare workers have sustained mental anguish.
Plaintiffs seek money damages in all of these actions, which are pending in
state court in Oklahoma, under the caption Palmer vs. Becton Dickinson et
al. (Case No. CJ-98-685, Sequoyah County District Court), filed on October
27, 1998; in state court in 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; and in Federal court in New
York, under the caption Benner vs. Becton Dickinson et al. (Case
No. 99Civ4798(WHP)), filed on June 1, 1999.
We continue to oppose class action certification in these cases and will
continue vigorously to defend these lawsuits, including pursuing all appropriate
rights of appeal.
BD has insurance policies in place, and believes that a substantial portion
of the potential liability, if any, in the latex and class action matters would
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.
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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 refile, so that settlement discussions with the insurance companies
may proceed. We have established reserves to cover reasonably anticipated
defense costs in all product liability lawsuits, including the needlestick class
action and latex matters.
On January 18, 2002, Retractable Technologies, Inc. ('plaintiff') filed a
second amended complaint against BD, 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
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
February 22, 2002, BD filed a motion to dismiss the second amended complaint. On
August 2, 2002, the court issued a Memorandum Opinion and Order denying that
motion. Discovery is proceeding, and a trial date has been set for April 8,
2003. 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. 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 are also 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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT (AS OF DECEMBER 1, 2002)
The following is a list of the executive officers of BD, their ages and all
positions and offices held by each of them during the past five years. There is
no family relationship between any of the named persons.
7
NAME AGE POSITION
- ---- --- --------
Edward J. Ludwig............... 51 Director since 1999; Chairman, President and Chief
Executive Officer since February 2002; President and Chief
Executive Officer from January 2000 to February 2002;
President from May 1999 to January 2000; Executive Vice
President from July 1998 to May 1999; and prior thereto,
Senior Vice President -- Finance and Chief Financial
Officer.
Gary M. Cohen.................. 43 President -- BD Medical Systems since May 1999; Executive
Vice President from July 1998 to May 1999; and
President -- Becton Dickinson Europe and Worldwide Sample
Collection from October 1997 to June 1998.
John R. Considine.............. 52 Executive Vice President and Chief Financial Officer since
June 2000; Senior Vice President, Finance of Wyeth
(formerly American Home Products Corporation) from
February to June 2000; and prior thereto, Vice President,
Finance of Wyeth.
Jean-Marc Dageville............ 43 Vice President -- Human Resources since March 2001; prior
thereto, Vice President -- Human Resources, BD Medical
Systems; Vice President -- Human Resources, Europe from
1998 to 2000; and prior thereto HR Director, Europe for
the Microbiology, Consumer Healthcare and Medical and
Infusion Therapy businesses.
Vincent A. Forlenza............ 49 Senior Vice President -- Technology, Strategy and
Development since February 1999; and prior thereto,
President -- Worldwide Microbiology Systems.
Bridget M. Healy............... 47 Vice President, General Counsel and Corporate Secretary
since May 2000; and prior thereto, Vice President and
Corporate Secretary.
William A. Kozy................ 50 President -- BD Clinical Laboratory Solutions and Company
Operations since May 2002; Senior Vice President --
Company Operations from November 2000 to May 2002;
Senior Vice President -- Manufacturing from October
1998 to November 2000; and prior thereto, President --
Worldwide Injection Systems.
Deborah J. Neff................ 49 President -- BD Biosciences since February 1999; and prior
thereto, President -- Worldwide Immunocytometry Systems.
8
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
BD's common stock is listed on the New York Stock Exchange. As of
November 30, 2002 there were approximately 10,035 shareholders of record. The
balance of the information required by this item appears under the caption
'Common Stock Prices and Dividends' on page 56 of BD's 2002 Annual Report and is
incorporated herein by reference as part of Exhibit 13.
ITEM 6. SELECTED FINANCIAL DATA.
The information required by this item is included under the caption
'Ten-Year Summary of Selected Financial Data' on pages 22-23 of BD's 2002 Annual
Report and is incorporated herein by reference as part of Exhibit 13.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information required by this item is included in the text contained
under the caption 'Financial Review' on pages 24-32 of BD's 2002 Annual Report
and is incorporated herein by reference as part of Exhibit 13.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The information required by this item is included in the text contained on
pages 25-26 of the 'Financial Review' section of BD's 2002 Annual Report, and in
notes 1 and 10 to the consolidated financial statements contained in BD's 2002
Annual Report, and each is incorporated herein by reference as part of
Exhibit 13.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this item is included on page 17 herein and on
pages 33-55 of BD's 2002 Annual Report and is incorporated herein by reference
as part of Exhibit 13.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information relating to directors required by this item will be
contained under the captions 'Board of Directors', 'Election of Directors',
'Nominees for Director' and 'Continuing Directors' in a definitive Proxy
Statement involving the election of directors which the registrant will file
with the Securities and Exchange Commission not later than 120 days after
September 30, 2002 (the 'Proxy Statement'), and such information is incorporated
herein by reference.
The information relating to executive officers required by this item is
included herein in Part I under the caption 'Executive Officers of the
Registrant'.
The information required pursuant to Item 405 of Regulation S-K will be
contained under the caption 'Section 16(a) Beneficial Ownership Reporting
Compliance' in BD's Proxy Statement, and such information is incorporated herein
by reference.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this item will be contained under the captions
'Board of Directors' and 'Executive Compensation' in BD's Proxy Statement, and
such information is incorporated herein by reference.
9
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The information required by this item will be contained under the caption
'Share Ownership of Management and Certain Beneficial Owners' in BD's Proxy
Statement, and such information is incorporated herein by reference.
The following table provides certain information regarding BD's equity
compensation plans as of September 30, 2002:
(A) (B) (C)
NUMBER OF SECURITIES REMAINING
NUMBER OF SECURITIES TO WEIGHTED-AVERAGE AVAILABLE FOR FUTURE ISSUANCE
BE ISSUED UPON EXERCISE EXERCISE PRICE OF UNDER EQUITY COMPENSATION PLANS
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES REFLECTED IN
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS COLUMN (A))
------------- ----------------------- ------------------- ----------------------------------
Equity compensation plans
approved by security
holders................... 30,533,022(1) $26.00 17,416,740(2)
Equity compensation plans
not approved by security
holders................... 75,281 $32.98 924,719
Total................... 30,608,303 $26.02 18,341,459
- ---------
(1) Includes 219,685 shares relating to the undistributed portions of awards
previously granted under BD's Stock Award Plan. The Stock Award Plan
authorizes grants of restricted stock awards to key employees. Awards under
the Plan include a portion that is distributed in five equal annual
installments, beginning on the first anniversary of the date of grant, and a
deferred portion that is paid out in five equal annual installments
following retirement, involuntary separation or discharge other than for
cause.
(2) Includes 2,321,073 shares available for grants of awards under the Stock
Award Plan.
Equity compensation plans approved by BD's securities holders include BD's
1995 Stock Option Plan, 1998 Stock Option Plan, 2002 Stock Option Plan and Stock
Award Plan.
The one equity compensation plan of BD which was not approved by BD's
securities holders is the Non-Employee Directors 2000 Stock Option Plan (the
'Director Plan'). The Director Plan provides for the granting of unqualified
stock options at each annual meeting of shareholders of BD to each non-employee
director elected at or continuing to serve after such meeting. The options have
a monetary value of $35,000, using the Black Scholes ratio used to calculate the
value of the then most recent annual stock option grants to executive officers
of BD. The exercise price of stock options granted under the Director Plan must
be at least 100% of the fair market value of BD's common stock on the date of
grant.
Each option granted under the Director Plan has a term of ten years,
beginning from its date of grant (or such shorter term as may have been provided
for in the then most recent annual stock option grants to BD's executive
officers). The options vest over the same period as provided for with respect to
the then most recent annual stock option grants to BD's executive officers. In
the event of a tender offer for more than 25% of the outstanding BD common
stock, or a 'change in control' of BD (as defined in the Director Plan), all
outstanding options under the Director Plan become immediately exercisable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not applicable.
PART IV
ITEM 14. CONTROLS AND PROCEDURES.
Within the 90-day period prior to the filing of this report, an evaluation
was carried out under the supervision and with the participation of BD's
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of BD's disclosure controls and
procedures (as defined in Rule 13a-14(c) under the Securities Exchange Act of
1934). Based upon that evaluation, the Chief
10
Executive Officer and Chief Financial Officer concluded that the design and
operation of these disclosure controls and procedures were effective and
designed to ensure that material information relating to BD and its consolidated
subsidiaries would be made known to them by others within these entities. There
were no significant changes in our internal controls or, to our knowledge, in
other factors that could significantly affect these internal controls subsequent
to the date of their evaluation.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) Financial Statements
The following consolidated financial statements of BD included in BD's 2002
Annual Report at the pages indicated in parentheses, are incorporated by
reference in Item 8 hereof:
Report of Independent Auditors (page 33)
Consolidated Statements of Income -- Years ended September 30, 2002, 2001
and 2000 (page 34)
Consolidated Statements of Comprehensive Income -- Years ended
September 30, 2002, 2001 and 2000 (page 35)
Consolidated Balance Sheets -- September 30, 2002 and 2001 (page 36)
Consolidated Statements of Cash Flows -- Years ended September 30, 2002,
2001 and 2000 (page 37)
Notes to Consolidated Financial Statements (pages 38-55)
(a)(2) Financial Statement Schedules
The following consolidated financial statement schedule of BD is included
herein at the page indicated in parentheses:
Schedule II -- Valuation and Qualifying Accounts (page 17)
All other schedules for which provision is made in the applicable accounting
regulations of the Securities Exchange Act of 1934 are not required under the
related instructions or are inapplicable, and therefore have been omitted.
(a)(3) Exhibits
See Exhibit Index on pages 18-21 hereof for a list of all management
contracts, compensatory plans and arrangements required by this item (Exhibit
Nos. 10(a)(i) through 10(p)), and all other Exhibits filed or incorporated by
reference as a part of this report.
(b) Reports on Form 8-K
During the three-month period ended September 30, 2002, BD filed the
following Current Reports on Form 8-K:
(1) On July 19, 2002, under Item 5 -- Other Events, BD reported the granting
of class certification in an Ohio product liability lawsuit.
(2) On July 25, 2002, under Item 5 -- Other Events, BD reported its results
for the third quarter ended June 30, 2002.
(3) On August 12, 2002, under Item 9 -- Regulation FD Disclosure, BD
furnished information regarding the sworn statements submitted by each
of BD's Chief Executive Officer and Chief Financial Officer to the
Securities and Exchange Commission in accordance with Securities and
Exchange Commission Order No. 4-460.
(4) On August 13, 2002, under Item 9 -- Regulation FD Disclosure, BD
furnished information regarding (i) the submission to the Securities and
Exchange Commission of the certifications of each of BD's Chief
Executive Officer and Chief Financial Officer relating to BD's Quarterly
Report on Form 10-Q for the period ended June 30, 2002, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, (ii) the purchase of
shares of BD common stock by an executive officer and (iii) the
investment in shares of BD common stock by three executive officers
through the deferral of compensation under BD's Deferred Compensation
Plan.
11
(5) On August 23, 2002, under Item 9 -- Regulation FD Disclosure, BD
furnished information regarding the termination of negotiations with
AorTech International plc relating to the sale of BD's critical care
product line.
(6) On September 4, 2002, under Item 5 -- Other Events, BD reported the
death of a member of its Board of Directors.
(7) On September 19, 2002, under Item 9 -- Regulation FD Disclosure, BD
furnished information regarding a revision to BD's previous earnings
guidance resulting from the termination of negotiations for the sale of
its critical care product line.
(8) On September 24, 2002, under Item 5 -- Other Events, BD reported the
election of Bertram L. Scott to its Board of Directors.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BECTON, DICKINSON AND COMPANY
By: /s/ BRIDGET M. HEALY
..................................
BRIDGET M. HEALY
VICE PRESIDENT, GENERAL COUNSEL
AND CORPORATE SECRETARY
Dated: December 20, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on the 20th day of December, 2002 by the following
persons on behalf of the registrant and in the capacities indicated.
NAME CAPACITY
---- --------
/s/ EDWARD J. LUDWIG
........................................... Chairman, President and
(EDWARD J. LUDWIG) Chief Executive Officer
(Principal Executive Officer)
/s/ JOHN R. CONSIDINE Executive Vice President and
......................................... Chief Financial Officer
(JOHN R. CONSIDINE) (Principal Financial Officer)
/s/ WILLIAM A. TOZZI Vice President and Controller
......................................... (Principal Accounting Officer)
(WILLIAM A. TOZZI)
/s/ HARRY N. BEATY, M.D. Director
.........................................
(HARRY N. BEATY, M.D.)
/s/ HENRY P. BECTON, JR. Director
.........................................
(HENRY P. BECTON, JR.)
/s/ CLATEO CASTELLINI Director
.........................................
(CLATEO CASTELLINI)
/s/ FRANK A. OLSON Director
.........................................
(FRANK A. OLSON)
/s/ JAMES F. ORR Director
.........................................
(JAMES F. ORR)
/s/ WILLARD J. OVERLOCK, JR. Director
.........................................
(WILLARD J. OVERLOCK, JR.)
/s/ JAMES E. PERRELLA Director
.........................................
(JAMES E. PERRELLA)
13
NAME CAPACITY
---- --------
/s/ ALFRED SOMMER Director
.........................................
(ALFRED SOMMER)
/s/ BERTRAM L. SCOTT Director
.........................................
(BERTRAM L. SCOTT)
/s/ MARGARETHA AF UGGLAS Director
.........................................
(MARGARETHA AF UGGLAS)
14
CERTIFICATIONS
I, Edward J. Ludwig, certify that:
1. I have reviewed this annual report on Form 10-K of Becton, Dickinson and
Company;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the 'Evaluation Date'); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: December 20, 2002
/s/ EDWARD J. LUDWIG
Edward J. Ludwig
Chairman, President and
Chief Executive Officer
15
I, John R. Considine, certify that:
1. I have reviewed this annual report on Form 10-K of Becton, Dickinson and
Company;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the 'Evaluation Date'); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: December 20, 2002
/s/ JOHN R. CONSIDINE
John R. Considine
Executive Vice President and
Chief Financial Officer
16
SCHEDULE II
BECTON, DICKINSON AND COMPANY
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000
(THOUSANDS OF DOLLARS)
COL. A COL. B COL. C COL. D COL. E
- -----------------------------------------------------------------------------------------------------
ADDITIONS
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND END OF
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS PERIOD
- ------------------------------------------------ ---------- ---------- ---------- ----------
2002
Against trade receivables:
For doubtful accounts................... $29,748 $ 3,354 $ 5,591(A) $27,511
For cash discounts...................... 12,544 22,596 24,632 10,508
------- ------- ------- -------
Total............................... $42,292 $25,950 $30,223 $38,019
------- ------- ------- -------
------- ------- ------- -------
2001
Against trade receivables:
For doubtful accounts................... $32,986 $ 7,063 $10,301(A) $29,748
For cash discounts...................... 10,656 27,201 25,313 12,544
------- ------- ------- -------
Total............................... $43,642 $34,264 $35,614 $42,292
------- ------- ------- -------
------- ------- ------- -------
2000
Against trade receivables:
For doubtful accounts................... $34,775 $ 691 $ 2,480(A) $32,986
For cash discounts...................... 14,261 28,022 31,627 10,656
------- ------- ------- -------
Total............................... $49,036 $28,713 $34,107 $43,642
------- ------- ------- -------
------- ------- ------- -------
- ---------
(A) Accounts written off.
17
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
------ ----------- ----------------
3(a)(i) Restated Certificate of Incorporation, as Incorporated by reference to Exhibit 3(a) to
amended January 22, 1990 the registrant's Annual Report on Form 10-K
for fiscal year ended September 30, 1990
3(a)(ii) Amendment to the Restated Certificate of Incorporated by reference to Exhibit 3(a) to
Incorporation, as of August 5, 1996 the registrant's Quarterly Report on
Form 10-Q for the period ended June 30, 1996
3(a)(iii) Amendment to the Restated Certificate of Incorporated by reference to Exhibit 3(b) to
Incorporation, as of August 10, 1998 the registrant's Quarterly Report on
Form 10-Q for the period ended June 30, 1998
3(b) By-Laws, as amended and restated as of Filed with this report.
November 26, 2002
4(a) Indenture, dated as of December 1, 1982, Incorporated by reference to Exhibit 4 to
between the registrant and Manufacturers Registration Statement No. 2-80707 on
Hanover Trust Company Form S-3 filed by the registrant
4(b) First Supplemental Indenture, dated as of Incorporated by reference to Exhibit 4(b) to
May 15, 1986, between the registrant and Registration Statement No. 33-5663 on
Manufacturers Hanover Trust Company Form S-3 filed by the registrant
4(c) Second Supplemental Indenture, dated as Incorporated by reference to Exhibit 4(c) to
of January 10, 1995, between the Form 8-K filed by the registrant on
registrant and The Chase Manhattan Bank January 12, 1995
(formerly known as Chemical Bank, the
successor by merger to Manufacturers
Hanover Trust Company)
4(d) Indenture, dated as of March 1, 1997, Incorporated by reference to Exhibit 4(a) to
between the registrant and The Chase Form 8-K filed by the registrant on July 31,
Manhattan Bank 1997 (the registrant hereby agrees to furnish
to the Commission upon request a copy of any
other instruments which define the rights of
holders of long-term debt of the registrant)
4(e)(i) Rights Agreement, dated November 28, Incorporated by reference to Exhibit 4(e)(i)
1995, as amended and restated as of March to the registrant's Quarterly Report on
28, 2000, between the registrant and Form 10-Q for the period ended March 31, 2000
EquiServe Trust Company, N.A., which
includes as thereto, the Form of Right
Certificate, and as Exhibit B thereto,
the Summary of Rights to Purchase
Preferred Stock (the 'Amended and
Restated Rights Agreement')
4(e)(ii) Amendment No. 1 to the Amended and Incorporated by reference to
Restated Rights Agreement, dated as of Exhibit 4(e)(ii) to the registrant's
April 24, 2000 Quarterly Report on Form 10-Q for the period
ended March 31, 2000
10(a)(i) Form of Employment Agreement providing Incorporated by reference to
for certain payments to Executive Exhibit 10(b)(i) to the registrant's
Officers in the event of a discharge or Quarterly Report on Form 10-Q for the period
significant change in such officers' ended March 31, 2000
respective duties after a change of
control of the registrant
18
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
------ ----------- ----------------
10(a)(ii) Form of Employment Agreement providing Incorporated by reference to Exhibit
for certain payments to Corporate 10(b)(ii) to the registrant's
Officers in the event of a discharge Quarterly Report on Form 10-Q for the
or significant change in such period ended March 31, 2000
officers' respective duties after a
change of control of the registrant
10(b)(i) Form of Split Dollar Agreement and Incorporated by reference to Exhibit
related Collateral Assignment covering 10(e) to the registrant's Annual
the providing to certain corporate Report on Form 10-K for the fiscal
officers of a life insurance policy in year ended September 30, 1987
an amount equal to two times base
salary in lieu of full participation
in the registrant's group life
insurance program
10(b)(ii) Form of Endorsement Method Split Incorporated by reference to Exhibit
Agreement covering the providing to 10(c)(ii) to the registrant's Annual
certain corporate officers of a life Report on Form 10-K for the fiscal
insurance policy in an amount equal to year ended September 30, 1999
two times base salary in lieu of full
participation in the registrant's
group life insurance program
10(c)(i) Stock Award Plan, as amended and Incorporated by reference to Exhibit
restated effective February 11, 1992 10(d) to the registrant's Annual
Report on Form 10-K for the fiscal
year ended September 30, 1992
10(c)(ii) Amendment dated as of April 24, 2000 Incorporated by reference to Exhibit
to the Stock Award Plan, as amended 10(d) to the registrant's Quarterly
and restated effective February 11, Report on Form 10-Q for the period
1992 ended June 30, 2000
10(d) Performance Incentive Plan, as amended Incorporated by reference to Exhibit
and restated January 23, 2001 10(d) to the registrant's Annual
Report on Form 10-K for the fiscal
year ended September 30, 2001
10(e)(i) 1982 Unqualified Stock Option Plan, as Incorporated by reference to Exhibit
amended and restated February 8, 1994 10(f) to the registrant's Annual
Report on Form 10-K for the fiscal
year ended September 30, 1994
10(e)(ii) Amendment dated as of April 24, 2000 Incorporated by reference to Exhibit
to the 1982 Unqualified Stock Option 10(f) to the registrant's Quarterly
Plan, as amended and restated Report on Form 10-Q for the period
February 8, 1994 ended June 30, 2000
10(f) Deferred Compensation Plan, as amended Incorporated by reference to Exhibit
and restated November 1, 2001 10(f) to the registrant's Annual
Report on Form 10-K for the fiscal
year ended September 30, 1992
10(g)(i) 1996 Directors' Deferral Plan Incorporated by reference to Exhibit 4
to Registration Statement No.
333-16091 on Form S-8 filed by the
registrant
10(g)(ii) Amendment dated as of April 24, 2000 Incorporated by reference to
to the 1996 Directors' Deferral Plan, Exhibit 10(g)(ii) to the registrant's
dated November 1, 1996 Quarterly Report on Form 10-Q for the
period ended June 30, 2000
19
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
------ ----------- ----------------
10(h)(i) 1990 Stock Option Plan, as amended and Incorporated by reference to Exhibit
restated February 8, 1994 10(i) to the registrant's Annual
Report on Form 10-K for the fiscal
year ended September 30, 1994
10(h)(ii) Amendment dated as of April 24, 2000 Incorporated by reference to
to the 1990 Stock Option Plan, as Exhibit 10(h) to the registrant's
amended and restated February 8, 1994 Quarterly Report on Form 10-K for the
period ended June 30, 2000
10(i)(i) Retirement Benefit Restoration Plan, Incorporated by reference to Exhibit
as amended and restated as of November 10(i)(i) to the registrant's Annual
27, 2000 Report on Form 10-K for the fiscal
year ended September 30, 2000
10(i)(ii) Amendment to the Retirement Benefit Incorporated by reference to Exhibit
Restoration Plan dated October 16, 10(i)(ii) to the registrant's Annual
2001 Report on Form 10-K for the fiscal
year ended September 30, 2001
10(i)(iii) Employee Participation Agreement dated Incorporated by reference to Exhibit
November 27, 2000 between the 10(i)(iii) to the registrant's Annual
registrant and John R. Considine Report on Form 10-K for the period
ended September 30, 2000
10(i)(iv) Agreement dated December 18, 2000 Incorporated by reference to Exhibit
between the registrant and John R. 10(i)(iv) to the registrant's Annual
Considine Report on Form 10-K for the period
ended September 30, 2000
10(j)(i) 1994 Restricted Stock Plan for Incorporated by reference to Exhibit A
Non-Employee Directors to the registrant's Proxy Statement
dated January 5, 1994
10(j)(ii) Amendment to the 1994 Restricted Stock Incorporated by reference to Exhibit
Plan for Non-Employee Directors as of 10(j)(ii) to the registrant's Annual
November 26, 1996 Report on Form 10-K for the fiscal
year ended September 30, 1996
10(k)(i) 1995 Stock Option Plan, as amended Incorporated by reference to Exhibit
and restated January 27, 1998 10(k) to the registrant's Annual
Report on Form 10-K for the fiscal
year ended September 30, 1998
10(k)(ii) Amendments dated as of April 24, 2000 Incorporated by reference to Exhibit
to the 1995 Stock Option Plan, as 10(k) to the registrant's Quarterly
amended and restated January 27, 1998 Report on Form 10-Q for the period
ended June 30, 2000
10(l)(i) 1998 Stock Option Plan Incorporated by reference to Exhibit
10.1 to the registrant's Quarterly
Report on Form 10-Q/A for the period
ended March 31, 1998
10(l)(ii) Amendments dated as of April 24, 2000 Incorporated by reference to Exhibit
to the 1998 Stock Option Plan 10(l) to the registrant's Quarterly
Report on Form 10-Q for the period
ended June 30, 2000
10(m) Australian, French and Spanish addenda Incorporated by reference to Exhibit
to the Becton, Dickinson and Company 10(m) to the registrant's Annual
Stock Option Plans Report on Form 10-K for the fiscal
year ended September 30, 1998
20
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
------ ----------- ----------------
10(n) Indian addendum to the Becton, Incorporated by reference to Exhibit
Dickinson and Company Stock Option 10(n) to registrant's Annual Report on
Plans Form 10-K for the fiscal year ended
September 30, 1999
10(n)(i) China and Japan addenda to Becton, Filed with this report
Dickinson and Company Stock Option
Plans
10(o)(i) Non-Employee Directors 2000 Stock Incorporated by reference to Exhibit
Option Plan 10(o) to the registrant's Quarterly
Report on Form 10-Q for the period
ended March 31, 2000
10(o)(ii) Amendments dated as of April 24, 2000 Incorporated by reference to Exhibit
to the Non-Employee Directors 2000 10(o) to the registrant's Quarterly
Stock Option Plan Report on Form 10-Q for the period
ended June 30, 2000
10(p) 2002 Stock Option Plan Incorporated by reference to Appendix
A to the registrant's Proxy Statement
dated January 2, 2002
13 Portions of the registrant's Annual Filed with this report
Report to Shareholders for fiscal year
2002
21 Subsidiaries of the registrant Filed with this report
23 Consent of independent auditors Filed with this report
-------------------
Copies of any Exhibits not accompanying this Form 10-K are available at a
charge of 25 cents per page by contacting: Investor Relations, Becton, Dickinson
and Company, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, Phone:
1-800-284-6845.
BD maintains a website at www.BD.com. BD makes available on its website,
without charge, its Annual Reports on Form 10-K, its Quarterly Reports on
Form 10-Q and its Current Reports on Form 8-K, and other filings, as soon as
reasonably practicable after those reports and other filings are electronically
filed or furnished to the Securities and Exchange Commission. These filings can
be found at www.BD.com/investors.
Copies of BD's Statement of Corporate Governance Principles, BD's Business
Conduct and Compliance Guide, and the charters of the Committees of BD's Board
of Directors also are posted on BD's website at www.BD.com/investors.
Printed copies of the foregoing documents may be obtained, without charge,
by contacting Investor Relations at the address above.
21
STATEMENT OF DIFFERENCES
The registered trademark symbol shall be expressed as........................'r'