AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 2003
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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, 2003 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 07417-1880
FRANKLIN LAKES, NEW JERSEY (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(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
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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, 2003, 254,642,080 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 $9,874,823,808.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the registrant's Annual Report to Shareholders for the
fiscal year ended September 30, 2003 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, 2004 are incorporated by reference into
Part III hereof.
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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
('Medical') (formerly BD Medical Systems), BD Diagnostics ('Diagnostics')
(formerly BD 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, 2003
(the '2003 Annual Report'), and is incorporated herein by reference as part of
Exhibit 13.
BD Medical
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 Diagnostics
The major products in this segment are clinical and industrial microbiology
products, sample collection products, specimen management systems, molecular
diagnostic instruments and other diagnostic systems, including immunodiagnostic
test kits. This segment also includes consulting services.
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 2003 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 and Diagnostics segments to many end-users, accounted
for approximately 11% of total BD revenues in fiscal 2003. 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. In other instances in the Biosciences segment, where the sales agreement
provides for multiple deliverables, revenue is recognized at the completion of
each deliverable. Revenue related to branded insulin syringe products sold to
distributors under incentive programs 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 $235 million, $220 million and $212 million on
research and development during the fiscal years ended September 30, 2003, 2002
and 2001, respectively.
COMPETITION
A number of companies, some of which are more specialized than BD with
respect to particular markets, 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, 2003, BD had 24,783 employees, of whom 11,634 were
employed in the United States (including Puerto Rico). BD believes that its
employee relations are satisfactory.
AVAILABLE INFORMATION
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 amendments to those reports)
as soon as reasonably practicable after those reports are electronically filed
with or furnished to the Securities and Exchange Commission. These filings may
be found at www.bd.com/investors. Printed copies of the foregoing documents may
also be obtained, without charge, by contacting BD's Investor Relations
Department at 1-800-284-6845.
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:
3
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.
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 our competitors could impact our earnings, share
of sales and volume growth.
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.
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.
Fluctuations in the cost and availability of raw materials and the ability
to maintain favorable supplier arrangements and relationships.
Our ability to obtain the anticipated benefits of any restructuring
programs that we may undertake.
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.
The effects, if any, of the Severe Acute Respiratory Syndrome ('SARS')
epidemic.
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.
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.
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.
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.
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.
Our ability to effect infrastructure enhancements and incorporate new
systems technologies into our operations.
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.
Economic and political conditions in international markets, including civil
unrest, governmental changes and restrictions on the ability to transfer
capital across borders.
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.
4
The impact of business combinations, including acquisitions and
divestitures, both internally for BD and externally, in the healthcare
industry.
Issuance of new or revised accounting standards by the American Institute
of Certified Public Accountants, the Financial Accounting Standards Board,
the Securities and Exchange Commission or the Public Company Accounting
Oversight Board.
The foregoing list sets forth many, but not all, of the factors that could
impact our ability to achieve results described in any forward-looking
statements. Investors should understand that it is not possible to predict or
identify all such factors and should not consider this list to be a complete
statement of all potential risks and uncertainties.
ITEM 2. PROPERTIES.
BD's executive offices are located in Franklin Lakes, New Jersey. BD owns
and leases approximately 13,700,000 square feet of manufacturing, warehousing,
administrative and research facilities throughout the world. The U.S.
facilities, including Puerto Rico, comprise approximately 5,860,000 square feet
of owned and 2,270,000 square feet of leased space. The international facilities
comprise approximately 3,640,000 square feet of owned and 1,930,000 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 120,000 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 1,750,000 square feet of owned and 870,000
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 780,000 square feet of owned
and 620,000 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 1,110,000 square feet of owned and 320,000 square feet of
leased space.
The table below summarizes property information by business segment:
5
CATEGORY CORPORATE BIOSCIENCES MEDICAL DIAGNOSTICS MIXED(A) TOTAL
-------- --------- ----------- ------- ----------- -------- -----
Leased
Sites................... 2 18 108 4 27 159
Square feet............. 10,000 427,000 1,892,000 158,000 1,712,000 4,199,000
Manufacturing square
footage............... 0 73,000 311,000 25,000 0 409,000
Manufacturing sites..... 0 2 6 2 0 10
Owned
Sites................... 2 4 26 11 6 49
Square feet............. 431,000 613,000 5,076,000 2,142,000 1,237,000 9,499,000
Manufacturing square
footage............... 0 265,000 3,094,000 1,261,000 252,000 4,872,000
Manufacturing sites..... 0 4 25 11 2 42
Total
Sites................... 4 22 134 15 33 208
Square feet............. 441,000 1,040,000 6,968,000 2,300,000 2,949,000 13,698,000
Manufacturing square
footage............... 0 338,000 3,405,000 1,286,000 252,000 5,281,000
Manufacturing sites..... 0 6 31 13 2 52
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(A) Facilities used by all business segments.
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
524 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, 377 of these cases have been closed with no liability to BD
(313 of which were closed with prejudice), and 28 cases have been settled for an
aggregate de minimis amount. We are vigorously defending these remaining
lawsuits.
We, along with another manufacturer and several medical product
distributors, are named as a defendant in four product liability lawsuits
relating to healthcare workers who allegedly sustained accidental needlesticks,
but have not become infected with any disease. Generally, the remaining actions
allege that healthcare workers have sustained needlesticks using hollow-bore
needle devices manufactured by BD and, as a result, require medical testing,
counseling and/or treatment. Several actions additionally allege that the
healthcare workers have sustained mental anguish. Plaintiffs seek money damages
in all of these actions. We had previously been named as a defendant in seven
similar suits relating to healthcare workers who allegedly sustained accidental
needlesticks, each of which has either been dismissed with prejudice or
voluntarily withdrawn. Regarding the four pending suits:
In Ohio, Grant vs. Becton Dickinson et al. (Case No. 98CVB075616, Franklin
County Court), which was filed on July 22, 1998, the Court of Appeals, by
order dated June 3, 2003, reversed the trial court's granting of class
certification and remanded the case for a determination of whether the
class can be redefined, or the action should be dismissed.
In Illinois, McCaster vs. Becton Dickinson et al. (Case No. 98L09478, Cook
County Circuit Court), which was filed on August 13, 1998, the court issued
an order on November 22, 2002 denying plaintiff's renewed motion for class
certification. The plaintiff has voluntarily dismissed the action without
prejudice and with leave to refile within one year.
In Oklahoma and South Carolina, cases have been filed on behalf of an
unspecified number of healthcare workers seeking class action certification
under the laws of these states -- in state court in Oklahoma, under the
caption Palmer vs. Becton Dickinson et al. (Case No. CJ-98-685, Sequoyah
County District
6
Court), filed on October 27, 1998, and in state court in South Carolina,
under the caption Bales vs. Becton Dickinson et al. (Case No.
98-CP-40-4343, Richland County Court of Common Pleas), filed on November
25, 1998.
We continue to oppose class action certification in these cases and will
continue 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 judgment under the caption Becton Dickinson
and Company vs. Adriatic Insurance Company et al. (Docket No. MID-L-3649-99MT,
Middlesex County Superior Court) in New Jersey state court. We have withdrawn
this action, with the right to refile, so that settlement discussions with the
insurance companies may proceed. We have established reserves to cover
reasonably anticipated legal defense costs in all product liability lawsuits,
including the needlestick class action and latex matters. With regard to the
latex matters, we recorded special charges in 2000 and 1998 of $20 million and
$12 million, respectively. Based on a review of available information at that
time, these charges were recorded to reflect the minimum amount within the then
most probable range of current estimates of litigation defense costs. We do not
anticipate incurring significant one-time charges, similar to 2000 and 1998,
relating to the latex matters in future years.
On November 6, 2003, a class action complaint was filed against the Company
in the Supreme Court of British Columbia under the caption Danielle Cardozo, by
her litigation guardian Darlene Cardozo v. Becton, Dickinson and Company (Civil
Action No. S83059) alleging personal injury to all persons in British Columbia
that received test results generated by the BD ProbeTec ET instrument.
Plaintiffs seek money damages in an as yet undisclosed amount. We are assessing
this action, and intend to vigorously defend this matter.
On January 17, 2003, Retractable Technologies, Inc. ('plaintiff') filed a
third 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
October 6, 2003, BD filed a motion for summary judgment. Argument of that motion
was heard on December 11, 2003, and a trial date has been set for February 3,
2004. We continue to vigorously defend this matter.
We also are involved both as a plaintiff and a defendant in other legal
proceedings and claims that arise in the ordinary course of business.
We currently are engaged in discovery or are otherwise in the early stages
with respect to certain of the litigation to which we are a party, and
therefore, it is difficult to predict the outcome of such litigation. In
addition, given the uncertain nature of litigation generally and of the current
litigation environment, it is difficult to predict the outcome of any litigation
regardless of its stage. A number of the cases pending against BD present
complex factual and legal issues and are subject to a number of variables,
including, but not limited to, the facts and circumstances of each particular
case, the jurisdiction in which each suit is brought, and differences in
applicable law. As a result, we are not able to estimate the amount or range of
loss that could result from an unfavorable outcome of such matters. In
accordance with generally accepted accounting principles, we establish reserves
to the extent probable future losses are estimable. While we believe that the
claims against BD are without merit and, upon resolution, should not have a
material adverse effect on BD, in view of the uncertainties discussed above, we
could incur charges in excess of currently established reserves and, to the
extent available, excess liability insurance. Accordingly, in the opinion of
management, any such future charges, individually or in the aggregate, could
have a material adverse effect on BD's consolidated results of operations and
consolidated net cash flows in the period or periods in which they are recorded
or paid. We continue to believe that we have a number of valid defenses to each
of the suits pending against BD and are engaged in a vigorous defense of each of
these matters.
Environmental Matters
We 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
7
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 of such matters,
the 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, 2003)
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.
NAME AGE POSITION
---- --- --------
Edward J. Ludwig............... 52 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.................. 44 President -- BD Medical 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.............. 53 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............ 44 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
certain portions of the Medical and Diagnostics segments.
Vincent A. Forlenza............ 50 President -- BD Biosciences since March 2003; Senior Vice
President -- Technology, Strategy and Development from
February 1999 to March 2003; and prior thereto,
President -- Worldwide Microbiology Systems.
William A. Kozy................ 51 President -- BD Diagnostics since November 2003,
President -- BD Clinical Laboratory Solutions and Company
Operations from May 2002 to November 2003; Senior Vice
President -- Company Operations from November 2000 to May
2002; and Senior Vice President -- Manufacturing from
October 1998 to November 2000.
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, 2003 there were approximately 9,801 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 2003 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 2003 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 2003 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 2003 Annual Report, and in
notes 1 and 10 to the consolidated financial statements contained in BD's 2003
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 14 herein and on
pages 33-55 of BD's 2003 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.
ITEM 9A. 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
September 30, 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 September 30, 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.
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
9
Commission not later than 120 days after September 30, 2003 (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'.
Certain other information required by this item will be contained under the
captions 'Section 16(a) Beneficial Ownership Reporting Compliance' and
'Corporate Governance -- Business Conduct and Compliance Guide' 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' and 'Compensation of Named
Executives' in BD's Proxy Statement, and such information is incorporated herein
by reference.
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 captions
'Equity Compensation Plan Information' and 'Share Ownership of Management and
Certain Beneficial Owners' in BD's Proxy Statement, and such information is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not applicable.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information required by this item will be contained under the caption
'Proposal 2. Selection of Independent Auditor' in BD's Proxy Statement, and such
information is incorporated herein by reference.
PART IV
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 2003
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, 2003, 2002
and 2001 (page 34)
Consolidated Statements of Comprehensive Income -- Years ended
September 30, 2003, 2002 and 2001 (page 35)
Consolidated Balance Sheets -- September 30, 2003 and 2002 (page 36)
Consolidated Statements of Cash Flows -- Years ended September 30, 2003,
2002 and 2001 (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 14)
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.
10
(a)(3) Exhibits
See Exhibit Index on pages 15-18 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, 2003, BD filed the
following Current Reports on Form 8-K:
(1) On July 22, 2003, BD announced the declaration of a quarterly dividend.
(2) On July 31, 2003, BD filed its By-laws, as amended effective August 5,
2003.
During the three-month period ended September 30, 2003, BD also furnished
information in connection with the following Current Reports on Form 8-K:
(1) On July 23, 2003, BD announced a voluntary product recall.
(2) On July 24, 2003, BD announced its results for the third fiscal quarter
ended June 30, 2003.
(3) On August 25, 2003, BD provided information regarding a voluntary
product recall.
11
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/ DEAN J. PARANICAS
..................................
DEAN J. PARANICAS
VICE PRESIDENT, CORPORATE SECRETARY
AND PUBLIC POLICY
Dated: December 23, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on the 23rd day of December, 2003 by the following
persons on behalf of the registrant and in the capacities indicated.
NAME CAPACITY
---- --------
/s/ EDWARD J. LUDWIG Chairman, President and
............................................ Chief Executive Officer
(EDWARD J. LUDWIG) (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/ EDWARD F. DEGRAAN Director
.........................................
(EDWARD F. DEGRAAN)
/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)
12
NAME CAPACITY
---- --------
/s/ BERTRAM L. SCOTT Director
.........................................
(BERTRAM L. SCOTT)
/s/ ALFRED SOMMER Director
.........................................
(ALFRED SOMMER)
/s/ MARGARETHA AF UGGLAS Director
.........................................
(MARGARETHA AF UGGLAS)
13
SCHEDULE II
BECTON, DICKINSON AND COMPANY
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001
(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
------------------------------------------------ ---------- ---------- ---------- ----------
2003
Against trade receivables:
For doubtful accounts................. $27,511 $ 8,249 $ 2,921(A) $32,839
For cash discounts.................... 10,508 27,273 23,460 14,321
------- ------- ------- -------
Total............................. $38,019 $35,522 $26,381 $47,160
------- ------- ------- -------
------- ------- ------- -------
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
------- ------- ------- -------
------- ------- ------- -------
---------
(A) Accounts written off.
14
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 Incorporated by reference to Exhibit 3(b) to
August 5, 2003 the Registrant's Form 8-K filed on July 31,
2003
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 (now Form S-3 filed by the registrant
JPMorgan Chase Bank)
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 Manufacturers Hanover January 12, 1995
Trust Company) (now JPMorgan Chase Bank)
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
Manhattan Bank (now JPMorgan Chase Bank) July 31, 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 to the registrant's Quarterly Report on
March 28, 2000, between the registrant Form 10-Q for the period ended March 31,
and EquiServe Trust Company, N.A., which 2000
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 Exhibit
Restated Rights Agreement, dated as of 4(e)(ii) to the registrant's Quarterly
April 24, 2000 Report on Form 10-Q for the period ended
March 31, 2000
15
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
------ ----------- ----------------
10(a)(i) Form of Employment Agreement providing Incorporated by reference to Exhibit
for certain payments to Executive 10(b)(i) to the registrant's Quarterly
Officers in the event of a discharge Report on Form 10-Q for the period
or significant change in such ended March 31, 2000
officers' respective duties after a
change of control of the registrant
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) Stock Award Plan, as amended and Filed with this report
restated as of November 24, 2003
10(d) Performance Incentive Plan, as amended Filed with this report
and restated November 24, 2003
10(e) 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(f) 1996 Directors' Deferral Plan, as Filed with this report
amended as of November 24, 2003
10(g)(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(g)(ii) Amendment dated as of April 24, 2000 Incorporated by reference to Exhibit
to the 1990 Stock Option Plan, as 10(h) to the registrant's Quarterly
amended and restated February 8, 1994 Report on Form 10-K for the period
ended June 30, 2000
10(h)(i) Retirement Benefit Restoration Plan, Incorporated by reference to Exhibit
as amended and restated as of 10(i)(i) to the registrant's Annual
November 27, 2000 Report on Form 10-K for the fiscal
year ended September 30, 2000
10(h)(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
16
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
------ ----------- ----------------
10(h)(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(h)(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(i)(i) 1994 Restricted Stock Plan for Non- Incorporated by reference to Exhibit A
Employee Directors to the registrant's Proxy Statement
dated January 5, 1994
10(i)(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(j)(i) 1995 Stock Option Plan, as amended and Incorporated by reference to Exhibit
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(j)(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(k)(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(k)(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(l) 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
10(m) 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) China and Japan addenda to Becton, Incorporated by reference to Exhibit
Dickinson and Company Stock Option 10(n)(i) to registrant's Annual Report
Plans on Form 10-K for the fiscal year ended
September 30, 2002
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
17
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
------ ----------- ----------------
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
2003
18 Letter re: Change in Accounting Filed with this report
Principle
21 Subsidiaries of the registrant Filed with this report
23 Consent of independent auditors Filed with this report
31 Certifications of Chief Executive Filed with this report
Officer and Chief Financial Officer,
pursuant to SEC Rule 13(a)-14(a)
32 Certifications of Chief Executive Filed with this report
Officer and Chief Financial Officer,
pursuant to Section 1350 of
Chapter 63 of Title 18 of the U.S.
Code
-------------------
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.
18
STATEMENT OF DIFFERENCES
------------------------
The registered trademark symbol shall be expressed as.................. 'r'