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FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 2003
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to __________________
Commission file number 001-4802
--------
Becton, Dickinson and Company
------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-0760120
- ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1 Becton Drive, Franklin Lakes, New Jersey 07417-1880
-----------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(201) 847-6800
----------------------------------------------------
(Registrant's telephone number, including area code)
N/A
-----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 checkmark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class of Common Stock Shares Outstanding as of January 31, 2004
- ----------------------------- -----------------------------------------
Common stock, par value $1.00 252,705,484
BECTON, DICKINSON AND COMPANY
FORM 10-Q
For the quarterly period ended December 31, 2003
TABLE OF CONTENTS
Page Number
-----------
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets..................................... 3
Condensed Consolidated Statements of Income............................... 4
Condensed Consolidated Statements of Cash Flows........................... 5
Notes to Condensed Consolidated Financial Statements...................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations................................................................ 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk................... 23
Item 4. Controls and Procedures...................................................... 23
Part II. OTHER INFORMATION
Item 1. Legal Proceedings............................................................ 24
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
Securities................................................................ 26
Item 3. Defaults Upon Senior Securities.............................................. 26
Item 4. Submission of Matters to a Vote of Security Holders.......................... 26
Item 5. Other Information............................................................ 27
Item 6. Exhibits and Reports on Form 8-K............................................. 27
Signatures............................................................................ 28
2
ITEM 1. FINANCIAL STATEMENTS
BECTON, DICKINSON AND COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
Thousands of Dollars
December 31, September 30,
2003 2003
------------ -------------
(Unaudited)
Assets
Current Assets:
Cash and equivalents $ 534,640 $ 519,886
Short-term investments -- --
Trade receivables, net 818,863 781,342
Inventories:
Materials 131,324 129,958
Work in process 143,932 145,500
Finished products 515,398 519,556
----------- -----------
790,654 795,014
Prepaid expenses, deferred taxes and other 223,186 242,327
----------- -----------
Total Current Assets 2,367,343 2,338,569
Property, plant and equipment 3,984,021 3,905,155
Less allowances for depreciation and amortization 2,133,583 2,060,384
----------- -----------
1,850,438 1,844,771
Goodwill, Net 544,609 536,788
Core and Developed Technology, Net 243,372 242,683
Other Intangibles, Net 109,157 111,713
Capitalized Software, Net 305,213 305,608
Other 188,787 192,121
----------- -----------
Total Assets $ 5,608,919 $ 5,572,253
=========== ===========
Liabilities and Shareholders' Equity
Current Liabilities:
Short-term debt $ 10,504 $ 121,920
Payables and accrued expenses 930,311 921,454
----------- -----------
Total Current Liabilities 940,815 1,043,374
Long-Term Debt 1,164,923 1,184,031
Long-Term Employee Benefit Obligations 337,164 328,807
Deferred Income Taxes and Other 121,002 119,087
Commitments and Contingencies -- --
Shareholders' Equity:
Preferred stock 33,591 34,448
Common stock 332,662 332,662
Capital in excess of par value 304,247 257,178
Retained earnings 4,037,320 3,950,592
Unearned ESOP compensation (3,698) (3,693)
Deferred compensation 9,216 8,974
Common shares in treasury - at cost (1,489,754) (1,439,934)
Accumulated other comprehensive loss (178,569) (243,273)
----------- -----------
Total Shareholders' Equity 3,045,015 2,896,954
----------- -----------
Total Liabilities and Shareholders' Equity $ 5,608,919 $ 5,572,253
=========== ===========
See notes to condensed consolidated financial statements
3
BECTON, DICKINSON AND COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Thousands of Dollars, Except Per-share Data
(Unaudited)
Three Months Ended
December 31,
-----------------------
2003 2002
---------- ----------
Revenues $1,199,531 $1,051,648
Cost of products sold 640,884 550,039
Selling and administrative 329,620 284,181
Research and development 60,653 59,845
---------- ----------
Total Operating Costs and Expenses 1,031,157 894,065
---------- ----------
Operating Income 168,374 157,583
Interest expense, net (8,929) (8,633)
Other (expense) income, net (46) 84
---------- ----------
Income Before Income Taxes 159,399 149,034
Income tax provision 33,997 35,396
---------- ----------
Net Income $ 125,402 $ 113,638
========== ==========
Earnings Per Share:
Basic $ .50 .44
========== ==========
Diluted $ .48 .43
========== ==========
Dividends Per Common Share $ .15 .10
========== ==========
See notes to condensed consolidated financial statements
4
BECTON, DICKINSON AND COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Thousands of Dollars
(Unaudited)
Three Months Ended
December 31,
---------------------
2003 2002
--------- ---------
Operating Activities
Net Income $ 125,402 $ 113,638
Adjustments to net income to derive net cash
provided by operating activities:
Depreciation and amortization 90,316 82,081
BGM charges 38,551 --
Pension contribution -- (100,000)
Change in working capital (49,083) 13,189
Other, net 7,997 4,715
--------- ---------
Net Cash Provided by Operating Activities 213,183 113,623
--------- ---------
Investing Activities
Capital expenditures (44,771) (43,366)
Sales (purchases) of investments, net (3,020) (2,348)
Capitalized software (11,794) (16,522)
Other, net (8,774) (15,015)
--------- ---------
Net Cash Used for Investing Activities (68,359) (77,251)
--------- ---------
Financing Activities
Change in short-term debt (100,025) (2,374)
Proceeds from long-term debt 70 --
Payments of long-term debt (16,950) (383)
Repurchase of common stock (75,143) (56,623)
Issuance of common stock from treasury 58,748 4,383
Dividends paid (28) (488)
--------- ---------
Net Cash Used for Financing Activities (133,328) (55,485)
--------- ---------
Effect of exchange rate changes on cash and equivalents 3,258 2,425
--------- ---------
Net (decrease) increase in cash and equivalents 14,754 (16,688)
Opening Cash and Equivalents 519,886 243,115
--------- ---------
Closing Cash and Equivalents $ 534,640 $ 226,427
========= =========
See notes to condensed consolidated financial statements
5
BECTON, DICKINSON AND COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Dollar and Share Amounts in Thousands, Except Per-share Data
December 31, 2003
Note 1 - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of
Becton, Dickinson and Company ("BD" or the "Company") have been prepared in
accordance with the instructions to Form 10-Q and, in the opinion of the
management of the Company, include all adjustments which are of a normal
recurring nature, necessary for a fair presentation of financial position and
the results of operations and cash flows for the periods presented. However, the
financial statements do not include all information and footnotes required for a
presentation in accordance with generally accepted accounting principles. These
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and the notes thereto included or
incorporated by reference in the Company's 2003 Annual Report on Form 10-K. The
results of operations for the interim periods are not necessarily indicative of
the results of operations to be expected for the full year.
Stock-based Compensation
Under the provisions of Statement of Financial Accounting Standards ("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 No. 25, "Accounting for Stock Issued to
Employees", and related interpretations. Under the intrinsic value method,
compensation cost of 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. Accordingly, no stock-based compensation cost relating to stock
options has been reflected in the Company's net income for the three months
ended December 31, 2003 and 2002, as all options granted under the Company's
stock option plans had an exercise price equal to the market value of the
underlying common stock on the date of grant. Stock-based compensation cost
recorded in the first quarter of 2004 related to performance-based and other
stock awards granted under the Company's Stock Award Plan was not material.
The following table illustrates the effect on net income and earnings per share
if the Company were to have applied the fair value recognition provisions of
SFAS No. 123, as amended, to account for stock-based compensation for the
periods indicated. These pro-forma amounts may not be representative of the
effects on net income in future years since options generally vest over several
years and additional awards may be made each year.
6
Three Months Ended December 31,
-------------------------------
2003 2002
-------- --------
Net income, as reported $125,402 $113,638
Less stock-based compensation
expense, net of tax (8,439) (9,054)
-------- --------
Pro-forma net income $116,963 $104,584
======== ========
Reported earnings per share:
Basic $ .50 $ .44
Diluted $ .48 $ .43
======== ========
Pro-forma earnings per share:
Basic $ .46 $ .41
Diluted $ .45 $ .40
======== ========
The Company estimated the fair value of stock options using the Black-Scholes
option-pricing model, modified for dividends and using certain assumptions for
stock price volatility, risk free interest rates, dividend yields and expected
terms until exercise. The value determined by the Black-Scholes option-pricing
model is based on assumptions at the time of grant and subsequent modifications
to such assumptions are not reflected in the value of prior grants. The
Black-Scholes model is a trading option-pricing model that does not reflect
either the non-traded nature of employee stock options or the limited
transferability of options. This model also does not consider restrictions on
trading for all employees, including restrictions imposed on senior management
of the Company, who are only permitted to trade in the Company's securities
during specified quarterly "window periods." Therefore, if the Company had used
an option-pricing model other than Black-Scholes, pro-forma results different
from those shown above may have been reported.
Note 2 - Comprehensive Income
Comprehensive income for the Company is comprised of the following:
Three Months Ended
December 31,
-------------------
2003 2002
-------- --------
Net Income $125,402 $113,638
Other Comprehensive Income, Net of Tax
Foreign currency translation adjustments 68,398 48,090
Unrealized (losses) gains on investments, net of
amounts recognized (1,280) 477
Unrealized losses on cash flow hedges, net
of amounts realized (2,414) (558)
-------- --------
Comprehensive Income $190,106 $161,647
======== ========
7
The amount of unrealized gains or losses on investments and cash flow hedges in
comprehensive income has been adjusted to reflect any realized gains and
recognized losses included in net income during the three months ended December
31, 2003 and 2002.
Note 3 - Earnings per Share
The following table sets forth the computations of basic and diluted earnings
per share:
Three Months Ended
December 31,
-------------------
2003 2002
-------- --------
Net Income $125,402 $113,638
Preferred stock dividends (550) (606)
-------- --------
Income available to common shareholders (A) 124,852 113,032
Preferred stock dividends - using "if converted" method 550 606
Additional ESOP contribution - using "if converted"
method (2) (138)
-------- --------
Income available to common shareholders
after assumed conversions (B) $125,400 $113,500
======== ========
Average common shares outstanding (C) 252,132 255,286
Dilutive stock equivalents from stock plans 6,096 3,772
Shares issuable upon conversion of preferred stock 3,644 4,023
-------- --------
Average common and common equivalent
shares outstanding - assuming dilution (D) 261,872 263,081
======== ========
Basic earnings per share (A/C) $ .50 $ .44
======== ========
Diluted earnings per share (B/D) $ .48 $ .43
======== ========
8
Note 4 - Contingencies
The Company is involved, both as a plaintiff and a defendant, in various 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.
While the Company believes that the claims against it, 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. Further
discussion of legal proceedings is included in Part II of this Report on Form
10-Q.
Note 5 - Segment Data
The Company's organizational structure is based upon its three business
segments: BD Medical ("Medical"), BD Diagnostics ("Diagnostics"), and BD
Biosciences ("Biosciences"). The Company evaluates performance based upon
operating income. Segment operating income represents revenues reduced by
product costs and operating expenses. Financial information for the Company's
segments is as follows:
Three Months Ended
December 31,
-----------------------
2003 2002
---------- ----------
Revenues
Medical $ 626,868 $ 571,637
Diagnostics 400,945 331,654
Biosciences 171,718 148,357
---------- ----------
Total Revenues (A) $1,199,531 $1,051,648
========== ==========
9
Three Months Ended
December 31,
-------------------
2003 2002
-------- --------
Segment Operating Income
Medical (C) $ 91,946 $122,799
Diagnostics 97,635 66,098
Biosciences 29,837 18,867
-------- --------
Total Segment Operating Income 219,418 207,764
Unallocated Items (B) (60,019) (58,730)
-------- --------
Income Before Income Taxes $159,399 $149,034
======== ========
Three Months Ended
December 31,
-----------------------
Revenues by Organizational Units 2003 2002
---------- ----------
BD Medical
Medical Surgical Systems $ 374,843 $ 345,519
Diabetes Care 133,026 119,545
Pharmaceutical Systems 105,199 93,245
Ophthalmic Systems 13,800 13,328
---------- ----------
$ 626,868 $ 571,637
---------- ----------
BD Diagnostics
Preanalytical Systems $ 184,980 $ 167,203
Diagnostic Systems 215,965 164,451
---------- ----------
$ 400,945 $ 331,654
---------- ----------
BD Biosciences
Immunocytometry Systems $ 82,144 $ 64,052
Clontech 14,353 15,755
Pharmingen 30,338 26,675
Discovery Labware 44,883 41,875
---------- ----------
$ 171,718 $ 148,357
---------- ----------
Total $1,199,531 $1,051,648
========== ==========
(A) Intersegment revenues are not material.
(B) Includes primarily interest, net; foreign exchange gains and losses;
corporate expenses; and certain legal costs.
(C) Current year amount includes $45,024 related to blood glucose monitoring
charges discussed further in Note 9 to the condensed consolidated financial
statements.
Note 6 - Special Charges
In fiscal year 2002, the Company recorded special charges of $21,508 associated
with a manufacturing restructuring program in the Medical segment that was aimed
at optimizing manufacturing efficiencies and improving the Company's
competitiveness in the different markets in which it operates. This program
involved the termination of 533 employees in China, France, Germany, Ireland,
Mexico and the United States. As of December 31, 2003, 521 of the targeted
employees had been severed. The Company expects these terminations to be
completed and the related accrued severance to be substantially paid by June
2004.
10
A summary of the 2002 special charge accrual activity during the first three
months of fiscal 2004 follows:
Severance Restructuring
--------- -------------
Accrual Balance at September 30, 2003 $ 1,800 $100
Payments (1,000) --
------- ----
Accrual Balance at December 31, 2003 $ 800 $100
======= ====
Note 7 - Goodwill and Other Intangible Assets
The components of intangible assets are as follows:
December 31, 2003 September 30, 2003
----------------------- -----------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization
-------- ------------ -------- ------------
Amortized intangible assets:
Core and Developed Technology $360,194 $116,822 $352,372 $109,689
Patents, Trademarks, & Other 315,847 221,827 314,211 217,635
-------- -------- -------- --------
Total $676,041 $338,649 $666,583 $327,324
======== ======== ======== ========
Unamortized intangible assets:
Goodwill $544,609 $536,788
Trademarks 15,137 15,137
-------- --------
Total $559,746 $551,925
======== ========
The change in the carrying amount of goodwill for the three months ended
December 31, 2003 relates to foreign currency translation adjustments.
The estimated intangible amortization expense for the fiscal years ending
September 30, 2004 to 2009 are as follows: 2004 - $35,100; 2005 - $33,700;
2006 - $31,000; 2007 - $30,800; 2008 - $29,900; 2009 - $28,400.
Note 8 - 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 will be effective for the Company
as of March 31, 2004 for variable interest entities acquired before February 1,
2003 and in effect upon acquisition for any variable interest
11
entities acquired after January 31, 2003 (of which there have been none to
date). 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 upon adoption.
In December 2003, the SEC published Staff Accounting Bulletin ("SAB") No. 104,
"Revenue Recognition". This SAB updates portions of the SEC staff's interpretive
guidance provided in SAB 101 and included in Topic 13 of the Codification of
Staff Accounting Bulletins. SAB 104 deletes interpretive material no longer
necessary, and conforms the interpretive material retained, because of
pronouncements issues by FASB's Emerging Issues Task Force ("EITF") on various
revenue recognition topics, including EITF No. 00-21, "Revenue Arrangements with
Multiple Deliverables." This Bulletin was effective upon issuance and had no
impact on the Company's results of operations.
In December 2003, the FASB issued Statement No. 132 (revised 2003), Employers'
Disclosures about Pensions and Other Postretirement Benefits". This Statement
requires additional disclosures on assets, obligations, cash flows and net
periodic benefit costs of defined pension plans and other defined postretirement
benefit plans. As required, the Company will make the required quarterly
disclosures beginning with its Form 10-Q for the quarter ending March 31, 2004.
In December 2003, the Medicare Prescription Drug, Improvement and Modernization
Act of 2003 (the "Act") was signed into law. The Act introduces a prescription
drug benefit under Medicare, as well as a federal subsidy to sponsors of retiree
health care benefit plans that provide a benefit that is at least actuarially
equivalent to Medicare. In January 2004, the FASB issued FASB Staff Position
("FSP") No. 106-1 "Accounting and Disclosure Requirements Related to the
Medicare Prescription Drug, Improvement and Modernization Act of 2003" which
permits a sponsor of a postretirement health care plan that provides a
prescription drug benefit to make a one-time election to defer accounting for
the effects of the Act. The Company has elected to defer recognition of the Act
until such time as final authoritative accounting guidance has been issued. The
Company expects the adoption of FSP No. 106-1 to have a favorable, yet
immaterial, impact on its consolidated financial position or results of
operations in 2004.
Note 9 - Blood Glucose Monitoring Charges
The Company recorded a pre-tax charge of $45,024 to cost of products sold in the
Company's results of operations for the three months ended December 31, 2003
related to its blood glucose monitoring ("BGM") products, which included a
reserve of $6,473 in connection with the voluntary product recall of certain
lots of BGM test strips and the write-off of $29,803 of certain test strip
inventories. Based upon internal testing, it was determined that certain BGM
test strip lots were not performing within BD's specifications. As a result, the
Company decided to recall the affected lots and dispose of the non-conforming
product in inventory. In addition, the charge reflects BD's decision to focus
its sales and marketing efforts on the BD Logic'TM' and Paradigm Link'TM' blood
glucose meters in the United States, and to discontinue support of the BD
Latitude'TM' system product offering in the United States, resulting in a
write-off of $8,748 of related blood glucose meters and fixed assets.
12
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Company Overview
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"), BD Diagnostics
("Diagnostics") 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.
BD's management operates the business consistent with the following core
strategies:
o to increase revenue growth by focusing on products that deliver
greater benefits to patients, healthcare workers and researchers,
o to improve our operating effectiveness and balance sheet productivity,
o to strengthen organizational and associate capabilities in the
ever-changing healthcare environment.
In assessing our implementation of these strategies and BD's financial condition
and operating performance, management generally reviews quarterly forecast data,
monthly actual results, segment sales and other similar information. We also
consider trends related to certain key financial data, including gross profit
margin, selling and administrative expense and cash flows, as further described
below.
Our strategies continue to be effective, as our first quarter 2004 performance
demonstrates. Reported revenues increased 14% from the same period a year ago,
or 7% after excluding favorable foreign currency translation. Sales in the
United States of safety-engineered devices grew 15% to $188 million. As the U.S.
market continues to transition to safety-engineered devices, we expect this
portion of our business to continue to grow in the range of 10% to 15% per year
over the next several years based upon continued conversion of several product
categories, innovation and expansion of our product line. Sales growth during
the quarter was also driven by exceptionally strong sales of respiratory and flu
diagnostic tests, as well as increased sales of immunocytometry instruments and
reagents, and the BD ProbeTec'TM' ET system. International revenue growth of 23%
for the three months ended December 31, 2003, was favorably affected by foreign
currency translation, particularly involving the Euro. After excluding the
favorable impact of foreign currency translation, international revenues grew
approximately 9%. Our balance sheet remains strong with net cash provided by
operations at $213 million for the first quarter of 2004 and we further reduced
our debt-to-capitalization ratio to 27.2% at December 31, 2003 from 30.4% at
September 30, 2003.
13
Results of Operations
Revenues
Medical Segment - Revenues of $627 million in the first quarter of fiscal 2004
increased 10%, or 3% excluding the favorable impact of foreign currency
translation, from the first quarter of 2003. The primary growth driver was U.S.
safety-engineered product sales, which accounted for $112 million of revenues in
the current period, as compared to $100 million in the same period a year ago.
This growth was partially offset by reduced sales of certain conventional
devices in the United States due to the transition to safety-engineered devices.
Worldwide sales in the Pharmaceutical Systems unit in the first quarter of 2004
were basically unchanged, excluding the favorable impact of foreign currency
translation, compared to the strong first quarter of fiscal 2003, a quarter in
which this unit had 30% revenue growth, which included 7% growth due to
favorable foreign currency translation. Such revenue growth in the first quarter
of fiscal 2003 included sales to support customer product launches and sales of
bifurcated needles in Europe, which are not expected to repeat in fiscal 2004.
Sales of the Medical Surgical Systems unit in the United States in the first
quarter of 2004 increased 3% over the prior year. The first quarter of 2003
contained increased sales to certain distributors that did not participate in
our consignment inventory program in anticipation of the roll-out of our
enterprise-wide business information systems, known internally as ("Genesis").
The U.S. Diabetes Care unit experienced a decline in revenues of approximately
1% in the first quarter of 2004. This decline reflected lower sales of Home
Health Care products, due to recent competitive pressures.
Diagnostics Segment - Revenues of $401 million increased 21% for the quarter, or
15% excluding the impact of favorable foreign currency translation, from the
first quarter of fiscal 2003. This growth was driven by U.S. safety-engineered
product sales, which were $76 million, versus $65 million in the same period a
year ago. This growth was partially offset by reduced sales of certain
conventional devices in the United States due to the transition to
safety-engineered devices. In addition, revenue growth in the Diagnostic Systems
unit reflects exceptionally strong sales of respiratory and flu diagnostic tests
in Japan and the United States of $45 million in the first quarter of fiscal
2004 compared with $15 million from the first quarter of fiscal 2003, and an
increase in worldwide sales of the BD ProbeTec 'TM' ET molecular diagnostic
platform.
Biosciences Segment - Revenues of $172 million increased 16% for the quarter, or
8% excluding the favorable impact of foreign currency translation, from the
first quarter of fiscal 2003. This growth was due to strong sales of the BD
FACSAria 'TM' cell sorter, which we began shipping at the end of the second
fiscal quarter of 2003, along with strong sales of flow cytometry reagents.
Revenues at Clontech decreased from the prior period due to continuing
competitive pressures and a slowdown in certain segments of the research market.
14
Segment Operating Income
Medical Segment
Segment operating income for the first quarter was $92 million compared to $123
million in the prior year period, and included $45 million of blood glucose
monitoring ("BGM") charges as discussed in Note 9 to the condensed consolidated
financial statements. Medical operating income reflected increased sales of
safety-engineered products, which have higher overall gross profit margins
compared to products sold in the prior year, and reduced costs associated with a
previously-executed manufacturing restructuring. Partially offsetting these
factors was the impact of higher incremental spending associated with the
marketing of our BGM products that were launched in the second quarter of 2003.
Diagnostics Segment
Segment operating income for the first quarter was $98 million compared to $66
million in the prior year period, and reflected increased sales of products with
higher gross profit margins, including safety-engineered products, the BD
ProbeTec'TM' ET platform, and respiratory and flu products.
Biosciences Segment
Segment operating income for the first quarter was $30 million compared to $19
million in the prior year and reflected increased sales of products with higher
gross profit margin, including instruments, highlighted by continued placements
of the BD FASCAria 'TM' instrument platform, and reagents. Reductions in
manufacturing costs and infrastructure, as well as tighter expense controls,
added to the growth of operating income.
Gross Profit Margin
Gross profit margin was 46.6% for the quarter, compared with 47.7% for the prior
year period. Gross profit margin was negatively impacted by the $45 million of
BGM charges, discussed above, which reduced gross profit margin by 370 basis
points. Gross profit margin was favorably impacted by the sale of products with
higher overall gross profit margins, as discussed above. In addition, gross
profit margin benefited from reduced costs associated with a previously-executed
manufacturing restructuring.
Selling and Administrative Expense
Selling and administrative expense was $330 million or 27.5% of revenues for the
quarter, compared with the prior year period's amount of $284 million or 27.0%
of revenues. Aggregate expenses were higher, reflecting increased investment in
various strategic initiatives, including blood glucose monitoring products.
15
Income Taxes
The reported income tax rate was 21% for the quarter, which includes the effect
of the aforementioned BGM charges. The income tax rate was 24% for the quarter
in the prior year. We expect the tax rate for the 2004 fiscal year to be
approximately 24%, which reflects the 1% impact of the aforementioned BGM
charges.
Net Income and Earnings Per Share
Net income and diluted earnings per share for the current quarter were $125
million and 48 cents, respectively. BGM charges in the first quarter reduced net
income by $28 million and diluted earnings per share by 11 cents. For the same
period in fiscal 2003, net income and diluted earnings per share were $114
million and 43 cents, respectively.
Liquidity and Capital Resources
Net cash provided by operating activities, which continues to be our primary
source of funds to finance operating needs and capital expenditures, was $213
million during the first quarter of fiscal 2004 compared to $114 million during
the first quarter of last year. Net cash provided by operations in the first
quarter of fiscal 2003 was reduced by a $100 million cash contribution to the
U.S. pension plan.
Capital expenditures during the first three months were $45 million, an increase
from last year's amount of $43 million. We expect capital spending for fiscal
2004 to be about $300 million. As of December 31, 2003, total debt of $1.2
billion represented 27.2% of total capital (shareholders' equity, net
non-current deferred income tax liabilities, and debt), down from 30.4% at
September 30, 2003. We use commercial paper to meet our short-term financing
needs, including working capital requirements. As discussed in our 2003 Annual
Report on Form 10-K, we currently have in place two syndicated credit facilities
totaling $900 million that are available to provide backup support for our
commercial paper program and for other general corporate purposes. Each of these
facilities contains a single financial covenant relating to our interest
coverage ratio. 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. Capitalized software in the first
quarter of fiscal 2004 included approximately $8 million of costs associated
with a business information systems upgrade within our Biosciences segment in
the United States, which was not within the scope of our Genesis implementation.
Similar to Genesis, such costs are capitalized in accordance with the AICPA's
Statement of Position 98-1 "Accounting for Costs of Computer Software Developed
or Obtained for Internal Use."
Net cash used for financing activities in the first quarter was $133 million as
compared to $55 million in the same period a year ago. The current quarter
included the repayment of $117 million of short-term debt and the repurchase of
$75 million of common stock, offset by $58 million provided by the issuance of
common stock under employee stock plans. As of December 31, 2003, there remained
approximately 1.7 million shares under a January 2003 resolution of the Board of
Directors authorizing the repurchase of up to 10 million shares. In January
2004, the Board of Directors authorized BD to repurchase up to an additional 10
million common shares. During the first quarter of 2004, the Board of Directors
declared a quarterly dividend of 15 cents per common share compared to 10 cents
per common share for the same period a year ago.
BD's ability to generate cash flow from operations, issue debt, enter into other
financing arrangements and attract long-term capital on acceptable terms could
be adversely affected in the event there was a material decline in the demand
for BD's products, deterioration in BD's key financial ratios or credit ratings,
or other significantly unfavorable changes in conditions. While a deterioration
in the Company's credit ratings would increase the costs associated with
maintaining and borrowing under its existing credit arrangements, such a
downgrade would not
16
affect the Company's ability to draw on these credit facilities, nor would it
result in an acceleration of the scheduled maturities of any outstanding debt.
The Company's funding policy for its defined benefit pension plans is to
contribute amounts sufficient to meet the minimum funding requirement of the
Employee Retirement Income Security Act of 1974, plus any additional amounts
that management may determine to be appropriate considering the funded status of
the plans, tax deductibility, the cash flow generated by the Company, and other
factors. The Company does not expect to be required to fund any pension plans in
2004.
Critical Accounting Policies
The preparation of financial statements in accordance with generally accepted
accounting principles ("GAAP") requires management to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses. A summary of our significant accounting policies is included in Note 1
to our consolidated financial statements for the year ended September 30, 2003,
which are incorporated by reference in our 2003 Annual Report on Form 10-K.
Certain of our accounting policies are considered critical, as summarized in the
Financial Review section of our 2003 Annual Report on Form 10-K, as these
policies are the most important to the depiction of our financial statements and
require significant, difficult or complex judgments by management, often
employing the use of estimates about the effects of matters that are inherently
uncertain. Estimation methodologies are applied consistently from year to year.
There have been no significant changes in the application of the critical
accounting policies since September 30, 2003. These critical accounting policies
have been reviewed with the Audit Committee of the Board of Directors.
Use of Non-GAAP Financial Measures
When discussing BD's financial performance, we at times will present certain
non-GAAP financial measures, as follows:
o BD presents its revenue growth rates at constant foreign exchange rates.
Management believes 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 BD presents its earnings per share and other financial measures after
excluding the impact of significant charges and the impact of unusual or
non-recurring items. Management believes that excluding such impact from
earnings per share and other 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 our performance for the reasons expressed above. 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.
17
SUPPLEMENTAL REVENUE INFORMATION
U.S. REVENUES BY BUSINESS SEGMENTS AND UNITS
Three Months Ended December 31,
(Unaudited; Amounts in thousands)
U.S. Revenues
------------------------------
2003 2002 % Change
------------------------------
BD MEDICAL
Medical Surgical Systems $198,519 $192,751 3.0%
Diabetes Care 74,849 75,496 -0.9%
Pharmaceutical Systems 24,355 21,527 13.1%
Ophthalmic Systems 6,025 6,652 -9.4%
- ------------------------------------------------------------
TOTAL $303,748 $296,426 2.5%
- ------------------------------------------------------------
BD DIAGNOSTICS
Preanalytical Systems $106,627 $101,023 5.5%
Diagnostic Systems 106,290 90,509 17.4%
- ------------------------------------------------------------
TOTAL $212,917 $191,532 11.2%
- ------------------------------------------------------------
BD BIOSCIENCES
Discovery Labware $ 23,415 $ 23,120 1.3%
Immunocytometry Systems 28,768 23,199 24.0%
Clontech 6,853 7,863 -12.8%
Pharmingen 15,993 15,155 5.5%
- ------------------------------------------------------------
TOTAL $ 75,029 $ 69,337 8.2%
- ------------------------------------------------------------
TOTAL UNITED STATES $591,694 $557,295 6.2%
- ------------------------------------------------------------
18
Reconciliations of revenue growth rates at constant foreign exchange rates to
the comparable reported GAAP measures are as follows:
SUPPLEMENTAL REVENUE INFORMATION
INTERNATIONAL REVENUES BY BUSINESS SEGMENTS AND UNITS
Three Months Ended December 31,
(Unaudited; Amounts in thousands)
International Revenues
-------------------------------------------------------
% Change
---------------------
2003 2002 Reported FX Neutral FX Impact
-------------------------------------------------------
BD MEDICAL
Medical Surgical Systems $176,324 $152,768 15.4% 3.4% 12.0%
Diabetes Care 58,177 44,049 32.1% 15.4% 16.7%
Pharmaceutical Systems 80,844 71,718 12.7% -3.3% 16.0%
Ophthalmic Systems 7,775 6,676 16.5% 3.9% 12.6%
- -------------------------------------------------------------------------------------
TOTAL $323,120 $275,211 17.4% 3.6% 13.8%
- -------------------------------------------------------------------------------------
BD DIAGNOSTICS
Preanalytical Systems $ 78,353 $ 66,180 18.4% 4.6% 13.8%
Diagnostic Systems 109,675 73,942 48.3% 33.3% 15.0%
- -------------------------------------------------------------------------------------
TOTAL $188,028 $140,122 34.2% 19.7% 14.5%
- -------------------------------------------------------------------------------------
BD BIOSCIENCES
Discovery Labware $ 21,468 $ 18,755 14.5% 1.2% 13.3%
Immunocytometry Systems 53,376 40,853 30.7% 16.9% 13.8%
Clontech 7,500 7,892 -5.0% -15.3% 10.3%
Pharmingen 14,345 11,520 24.5% 8.5% 16.0%
- -------------------------------------------------------------------------------------
TOTAL $ 96,689 $ 79,020 22.4% 8.7% 13.7%
- -------------------------------------------------------------------------------------
TOTAL INTERNATIONAL $607,837 $494,353 23.0% 9.0% 14.0%
- -------------------------------------------------------------------------------------
19
SUPPLEMENTAL REVENUE INFORMATION
TOTAL REVENUES BY BUSINESS SEGMENTS AND UNITS
Three Months Ended December 31,
(Unaudited; Amounts in thousands)
Total Revenues
------------------------------------------------------------
% Change
---------------------
2003 2002 Reported FX Neutral FX Impact
------------------------------------------------------------
BD MEDICAL
Medical Surgical Systems $ 374,843 $ 345,519 8.5% 3.2% 5.3%
Diabetes Care 133,026 119,545 11.3% 5.1% 6.2%
Pharmaceutical Systems 105,199 93,245 12.8% 0.5% 12.3%
Ophthalmic Systems 13,800 13,328 3.5% -2.8% 6.3%
- ------------------------------------------------------------------------------------------
TOTAL $ 626,868 $ 571,637 9.7% 3.0% 6.7%
- ------------------------------------------------------------------------------------------
BD DIAGNOSTICS
Preanalytical Systems $ 184,980 $ 167,203 10.6% 5.2% 5.4%
Diagnostic Systems 215,965 164,451 31.3% 24.6% 6.7%
- ------------------------------------------------------------------------------------------
TOTAL $ 400,945 $ 331,654 20.9% 14.8% 6.1%
- ------------------------------------------------------------------------------------------
BD BIOSCIENCES
Discovery Labware $ 44,883 $ 41,875 7.2% 1.2% 6.0%
Immunocytometry Systems 82,144 64,052 28.2% 19.5% 8.7%
Clontech 14,353 15,755 -8.9% -14.1% 5.2%
Pharmingen 30,338 26,675 13.7% 6.8% 6.9%
- ------------------------------------------------------------------------------------------
TOTAL $ 171,718 $ 148,357 15.7% 8.5% 7.2%
- ------------------------------------------------------------------------------------------
TOTAL REVENUES $1,199,531 $1,051,648 14.1% 7.5% 6.6%
- ------------------------------------------------------------------------------------------
20
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 Becton, Dickinson
and Company ("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, 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 industry practices and
regulations resulting in increased 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.
21
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, 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 pending and potential litigation or other proceedings 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 our ability to
successfully acquire or form strategic business alliances with local
companies and make necessary infrastructure enhancements to
22
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 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in information reported since the fiscal
year ended September 30, 2003.
Item 4. Controls and Procedures
An evaluation was carried out by BD's management, with the participation of 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-15(e) under the Securities Exchange Act of 1934) as of December 31,
2003. Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the design and operation of these disclosure
controls and procedures were, as of the end of the period covered by this
report, 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 changes in our internal control over
financial reporting during the fiscal quarter ended December 31, 2003 identified
in connection with the above-referenced evaluation that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.
23
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are involved, both as a plaintiff and a defendant, in various legal
proceedings which arise in the ordinary course of business, including
product liability and environmental matters.
A more complete description of legal proceedings has been set forth in
our 2003 Annual Report on Form 10-K (the "10-K"). During the quarter
ended December 31, 2003 and subsequent thereto, the following changes
have occurred.
Litigation - Other than Environmental
Latex Cases
We have received a total of 524 claims to date, relating to alleged
reactions caused by exposure to latex resulting from the use, over
time, of latex gloves. The facts and circumstances of new claims filed
since the 10-K was filed are similar to those previously filed and we
are of the same opinion as stated in the 10-K. Since the inception of
this litigation, 386 of these cases have been closed with no liability
to BD (355 of which have been closed with prejudice) and 33 cases have
been settled for amounts that individually and in the aggregate, were
not material. We are vigorously defending the remaining lawsuits.
RTI Litigation
In the action entitled Retractable Technologies, Inc. vs. Becton
Dickinson and Company, et al. (Civil Action No. 501 CV 036, United
States District Court, Eastern District of Texas), oral arguments on
our summary judgment motion were heard by the Court on December 11,
2003. The Court has not ruled on this motion. In addition, the Court,
by an order dated January 23, 2004, reset the trial date in this
action from February 3, 2004 to July 6, 2004. We continue to
vigorously defend this matter.
Other
In response to a subpoena we received from the Office of the Attorney
General for the State of New York, we have provided information
requested regarding any communications or agreements BD has had with
other needle or syringe manufacturers. We believe that all such
communications and agreements complied with applicable laws.
On January 23, 2004, a suit was brought by C.A. Greiner & Soehne GmbH
("Greiner") against BD UK Limited in the Patent Court of the Central
London County Court in London, England. The plaintiff asserts that the
BD Hemogard 'TM' cap products and the BD Vacutainer 'TM' Plus Plastic
Citrate Tubes infringe certain European patents owned by Greiner. BD
believes these allegations are without merit and intends to
vigorously defend this lawsuit.
24
Summary
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 the uncertainty 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.
25
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
Securities.
The table below sets forth certain information regarding our purchases of common
stock of BD during the fiscal quarter ended December 31, 2003.
- ------------------------------------------------------------------------------------------------------
Total Number of
Shares Purchased Maximum Number of
as Part of Shares that may yet
Average Price Publicly be Purchased Under
For the three months ended Total Number of Paid per Announced Plans the Plans or
December 31, 2003 Shares Purchased Share or Programs Programs
- ------------------------------------------------------------------------------------------------------
October 1 - 31, 2003 -- -- -- 3,608,000
- ------------------------------------------------------------------------------------------------------
November 1 - 30, 2003 100,000 $39.98 100,000 3,508,000
- ------------------------------------------------------------------------------------------------------
December 1 - 31, 2003 1,767,000 $40.26 1,767,000 1,741,000
- ------------------------------------------------------------------------------------------------------
Total 1,867,000 $40.25 1,867,000
- ------------------------------------------------------------------------------------------------------
Notes: The foregoing repurchases were made pursuant to a repurchase
program of 10 million shares publicly announced on January 28, 2003.
There is no expiration date for this program.
Subsequent to December 31, 2003, the Board of Directors authorized the
repurchase of an additional 10 million shares pursuant to a program
publicly announced on January 27, 2004.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of security holders during
the fiscal quarter ended December 31, 2003.
At our Annual Meeting of Shareholders held on February 11, 2004, BD
shareholders:
1) elected Henry P. Becton, Jr., Edward F. DeGraan, James F.
Orr and Margaretha af Ugglas as directors for a term of
three years;
2) ratified the appointment of Ernst & Young LLP as BD's
independent auditors;
3) approved the Becton, Dickinson and Company 2004 Employee and
Director Equity-Based Compensation Plan; and
4) voted against a shareholder proposal relating to cumulative
voting.
Details of the shareholder vote on the above matters will be provided
in our Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2004.
26
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits
Exhibit 3 Bylaws, as amended and restated as of January 27,
2004.
Exhibit 10 2004 Employee and Director Equity-Based Compensation
Plan, incorporated by reference as Appendix D to the
Registrant's Proxy Statement dated December 26, 2003.
Exhibit 31 Certifications of Chief Executive Officer and Chief
Financial Officer, pursuant to SEC Rule 13a - 14(a).
Exhibit 32 Certifications of Chief Executive Officer and Chief
Financial Officer, pursuant to Rule 13a - 14(b) and
Section 1350 of Chapter 63 of Title 18 of the U.S.
Code.
b) Reports on Form 8-K
During the three-month period ended December 31, 2003, we filed
the following Current Report on Form 8-K:
(i) In a report dated November 25, 2003, we announced the
declaration of our quarterly dividend.
In addition, during the three-month period ended December
31, 2003, we furnished the following information pursuant to a
Current Report on Form 8-K:
(i) In a report dated November 6, 2003, we furnished
information regarding our financial results for the fourth
quarter and fiscal year ended September 30, 2003.
27
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 thereunto duly authorized.
Becton, Dickinson and Company
(Registrant)
Dated: February 13, 2004
/s/ John R. Considine
------------------------------------
John R. Considine
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ William A. Tozzi
------------------------------------
William A. Tozzi
Vice President and Controller
(Chief Accounting Officer)
28
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description of Exhibits
------ -----------------------
3 Bylaws, as amended and restated as of January 27, 2004.
10 2004 Employee and Director Equity-Based Compensation
Plan, incorporated by reference as Appendix D to the
Registrant's Proxy Statement dated December 26, 2003.
31 Certifications of Chief Executive Officer and Chief
Financial Officer, pursuant to SEC Rule 13a - 14(a).
32 Certifications of Chief Executive Officer and Chief
Financial Officer, pursuant to Rule 13a - 14(b) and
Section 1350 of Chapter 63 of Title 18 of the U.S.
Code.
STATEMENT OF DIFFERENCES
------------------------
The trademark symbol shall be expressed as............................. 'TM'