UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported) January 28, 2010
BECTON, DICKINSON AND COMPANY
(Exact Name of Registrant as Specified in Its Charter)
New Jersey
(State or Other Jurisdiction of Incorporation)
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| 001-4802
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22-0760120 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 1 Becton Drive, Franklin Lakes, New Jersey
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07417-1880 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(201) 847-6800
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K Filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On January 28, 2010, Becton, Dickinson and Company (“BD”) issued a press release announcing
its financial results for its first fiscal quarter ending December 31, 2009. A copy of the
press release is furnished as Exhibit 99.1 to this report.
The press release furnished as Exhibit 99.1 contains certain financial measures that differ from
those presented in accordance with U.S. generally accepted accounting principles (“non-GAAP
measures”), as follows:
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Revenues. We present international and total revenue growth rates (for
the total company and each of its segments and business units, and revenues relating to our
safety-engineered devices) for the first quarter of fiscal year 2010 after eliminating the
effect of foreign currency translation, including gains or losses from our hedging
activities. We believe that this allows investors to better understand the underlying
operating results of BD and facilitates comparisons to prior periods. |
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Earnings Per Share from Continuing Operations. We present our growth
in diluted earnings per share from continuing operations (“EPS”) for the first quarter of
fiscal year 2010 after eliminating the effect of
foreign currency translation, including gains or losses from our hedging
activities. We believe that eliminating the effect of foreign currency translation allows
investors to better understand the underlying operating results of BD, and facilitates
comparisons to the prior year’s period. |
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We also present BD’s EPS for fiscal year 2009 after excluding the impact of the charge
relating to our pending settlement of certain antitrust class action suits and the tax
benefit relating to various tax settlements that occurred in fiscal year 2009. These items
caused our EPS to be lower than it otherwise would have been, but are not considered by
management to be part of ordinary operations. Accordingly, we believe that this adjusted
measure of EPS is more indicative of BD’s performance for the period, and allows investors
to better understand BD’s EPS guidance for fiscal year 2010. |
BD’s management uses each of these non-GAAP measures in its own evaluation of BD’s performance,
particularly when comparing performance to past periods. Management also uses the non-GAAP results
for budget planning purposes on a quarterly and annual basis.
BD provides non-GAAP measures to investors on a supplemental basis, as they provide additional
insight into BD’s financial results. Management believes the non-GAAP results provide a reasonable
measure of BD’s underlying performance before the effects of items that are considered by
management to be outside of BD’s underlying operational results or that affect period to period
comparability.
Non-GAAP results should not be considered in isolation and are not in accordance with, or a
substitute for, GAAP results. Our non-GAAP results may differ from similar measures used by other
companies, even if similar terms are used to identify such measures. Although BD’s management
believes non-GAAP results are useful in evaluating the performance of its business, its reliance on
these measures is limited since items excluded from such measures may have a material impact on
BD’s net income, earnings per share or cash flows calculated in accordance with GAAP. Therefore,
management typically uses non-GAAP results in conjunction with GAAP results to address these
limitations. Investors should also consider these limitations when evaluating BD’s results.