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) August 2, 2011
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 August 2, 2011, Becton, Dickinson and Company (“BD”) issued a press release announcing its
financial results for its third fiscal quarter ending June 30, 2011. 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 business segments and units, and for our safety-engineered
devices) after eliminating the effect of foreign currency translation, including gains or
losses from our hedging activities. We believe that these measures of revenue growth
allow investors to better understand the underlying operating results of BD and facilitate
comparisons to prior periods. |
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Earnings Per Share from Continuing Operations. We present our diluted
earnings per share from continuing operations (“EPS”) for the first nine
months of fiscal year 2010, and for the full fiscal year 2010, after eliminating the
non-cash charge related to health care reform impacting Medicare Part D reimbursements.
This item is not considered by management to be part of ordinary operations. Accordingly,
we believe that these adjusted measures of EPS are more indicative of BD’s underlying
performance for these periods, and allow investors to better assess our EPS guidance for
fiscal year 2011. We also present our EPS growth for the third quarter and first nine months of fiscal year
2011 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 periods, and also allow investors to better understand BD’s
EPS guidance. |
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.