|
New Jersey
|
|
22-0760120
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
1 Becton Drive
Franklin Lakes, New Jersey
(Address of principal executive offices)
|
|
07417-1880
(Zip code)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, par value $1.00
|
|
New York Stock Exchange
|
Depositary Shares, each representing a 1/20th interest in a share of 6.125% Cumulative Preferred Stock Series A
|
|
New York Stock Exchange
|
0.368% Notes due June 6, 2019
|
|
New York Stock Exchange
|
1.000% Notes due December 15, 2022
|
|
New York Stock Exchange
|
1.900% Notes due December 15, 2026
|
|
New York Stock Exchange
|
1.401% Notes due May 24, 2023
|
|
New York Stock Exchange
|
3.020% Notes due May 24, 2025
|
|
New York Stock Exchange
|
|
|
|
Organizational Unit
|
Principal Product Lines
|
Preanalytical Systems
|
Integrated systems for specimen collection; and safety-engineered blood collection products and systems.
|
Diagnostic Systems
|
Automated blood culturing and tuberculosis culturing systems; molecular testing systems for infectious diseases and women’s health; microorganism identification and drug susceptibility systems; liquid-based cytology systems for cervical cancer screening; rapid diagnostic assays; microbiology laboratory automation; and plated media.
|
Biosciences
|
Fluorescence-activated cell sorters and analyzers; monoclonal antibodies and kits for performing cell analysis; reagent systems for life science research; bench-side solutions for high-throughput targeted single-cell gene expression and RNA-Seq analysis; molecular indexing and next-generation sequencing sample preparation for genomics research; and clinical oncology, immunological (HIV) and transplantation diagnostic/monitoring reagents and analyzers.
|
Organizational Unit
|
Principal Product Lines
|
Surgery
|
Hernia and soft tissue repair, biological grafts, bioresorbable grafts, biosurgery, and other surgical products; BD ChloraPrep™ surgical infection prevention products, thoracic and abdominal drainage products and V. Mueller™ surgical and laparoscopic instrumentation products, which are products previously included within the former Medication and Procedural Solutions unit of BD Medical.
|
Peripheral Intervention
|
Percutaneous transluminal angioplasty (“PTA”) balloon catheters, peripheral vascular stents, self-expanding and balloon-expandable stent grafts, vascular grafts, drug coated balloons, ports, biopsy, chronic dialysis, feeding, IVC filters, endovascular fistula creation devices and drainage products.
|
Urology and Critical Care
|
Urological drainage products, intermittent catheters, urinary and fecal management devices, kidney stone management devices, and Targeted Temperature Management.
|
•
|
investors’ anticipation of the potential resale in the market of a substantial number of additional shares of BD common stock received upon conversion of the mandatory convertible preferred stock;
|
•
|
possible sales of BD common stock by investors who view the mandatory convertible preferred stock as a more attractive means of equity participation in BD than owning shares of BD common stock; and
|
•
|
hedging or arbitrage trading activity that may develop involving the mandatory convertible preferred stock and BD common stock.
|
(a)
|
Facilities used by more than one business segment.
|
Name
|
Age
|
Position
|
Vincent A. Forlenza
|
65
|
Chairman since July 2012; Chief Executive Officer since October 2011; and President from January 2009 to April 2017.
|
Thomas E. Polen
|
45
|
Chief Operating Officer since October 2018; President since April 2017; Executive Vice President and President - Medical Segment from October 2014 to April 2017; and Group President from October 2013 to October 2014.
|
James W. Borzi
|
56
|
Executive Vice President, Global Operations and Chief Supply Chain Office since October 2017; Senior Vice President, Global Operations from 2015 to October 2017; and Vice President, Global Manufacturing from 2013 to 2015.
|
Simon D. Campion
|
47
|
Executive Vice President and President, Interventional Segment since September 2018; Worldwide President, BD Interventional - Surgery from December 2017 to September 2018; President, Davol (now part of our Surgery business), C.R. Bard, Inc. from July 2015 to December 2017; and prior thereto, Vice President and General Manager, Davol.
|
Roland Goette
|
56
|
Executive Vice President and President, EMEA since May 2017; President, Europe from October 2014 to May 2017; and prior thereto, Vice President and General Manager - Medical Surgical Systems, Western Europe.
|
Patrick K. Kaltenbach
|
55
|
Executive Vice President and President, Life Sciences Segment since May 2018; Senior Vice President and President, Life Sciences and Applied Markets Group, Agilent Technologies, Inc. from November 2014 to April 2018; Vice President and General Manager of Agilent’s Life Sciences Products and Solutions organization from January 2014 to November 2014; and prior thereto, Vice President and General Manager of the Life Sciences Products and Solutions organization.
|
Samrat S. Khichi
|
51
|
Executive Vice President and General Counsel since December 2017; Senior Vice President, General Counsel and Corporate Secretary, C.R. Bard, Inc. from July 2014 to December 2017; and prior thereto, Chief Administrative Officer, Senior Vice President, General Counsel and Secretary, Catalent Pharma Solutions, a portfolio company of The Blackstone Group.
|
Betty D. Larson
|
42
|
Executive Vice President, Human Resources, and Chief Human Resources Officer since July 2018; Senior Vice President of Human Resources, Interventional Segment from December 2017 to July 2018; Vice President, Human Resources, C.R. Bard, Inc. from September 2014 to December 2017; and prior thereto, Vice President, Human Resources - Global Medical Products Business, Baxter International.
|
James Lim
|
54
|
Executive Vice President and President, Greater Asia since June 2012.
|
Alberto Mas
|
57
|
Executive Vice President and President - Medical Segment since June 2018; Executive Vice President and President - Life Sciences Segment from October 2016 to June 2018; and Worldwide President - Diagnostic Systems from October 2013 to October 2016.
|
Christopher R. Reidy
|
61
|
Executive Vice President, Chief Financial Officer and Chief Administrative Officer since July 2013.
|
Period
|
Total Number of
Shares
Purchased(1)
|
|
Average
Price
Paid
per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
Maximum Number
of Shares that
May Yet be
Purchased Under the
Plans or Programs(2)
|
||||
July 1-31, 2018
|
1,499
|
|
|
$244.50
|
|
—
|
|
|
7,857,742
|
|
|
August 1-31, 2018
|
535
|
|
|
$247.67
|
|
—
|
|
|
7,857,742
|
|
|
September 1-30, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
7,857,742
|
|
Total
|
2,034
|
|
|
$245.33
|
|
—
|
|
|
7,857,742
|
|
(1)
|
Includes shares purchased during the quarter in open market transactions by the trust relating to BD’s Deferred Compensation and Retirement Benefit Restoration Plan and 1996 Directors’ Deferral Plan.
|
(2)
|
Represents shares available under the repurchase program authorized by the Board of Directors on September 24, 2013 for 10 million shares, for which there is no expiration date.
|
|
Years Ended September 30
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
Dollars in millions, except share and per share amounts
|
||||||||||||||||||
Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
15,983
|
|
|
$
|
12,093
|
|
|
$
|
12,483
|
|
|
$
|
10,282
|
|
|
$
|
8,446
|
|
Gross Profit
|
7,262
|
|
|
5,942
|
|
|
5,991
|
|
|
4,695
|
|
|
4,301
|
|
|||||
Operating Income
|
1,497
|
|
|
1,478
|
|
|
1,430
|
|
|
1,074
|
|
|
1,606
|
|
|||||
Income Before Income Taxes
|
1,173
|
|
|
976
|
|
|
1,074
|
|
|
739
|
|
|
1,522
|
|
|||||
Income Tax Provision (Benefit)
|
862
|
|
|
(124
|
)
|
|
97
|
|
|
44
|
|
|
337
|
|
|||||
Net Income
|
311
|
|
|
1,100
|
|
|
976
|
|
|
695
|
|
|
1,185
|
|
|||||
Basic Earnings Per Share
|
0.62
|
|
|
4.70
|
|
|
4.59
|
|
|
3.43
|
|
|
6.13
|
|
|||||
Diluted Earnings Per Share
|
0.60
|
|
|
4.60
|
|
|
4.49
|
|
|
3.35
|
|
|
5.99
|
|
|||||
Dividends Per Common Share
|
3.00
|
|
|
2.92
|
|
|
2.64
|
|
|
2.40
|
|
|
2.18
|
|
|||||
Financial Position
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Assets
|
53,904
|
|
|
37,734
|
|
|
25,586
|
|
|
26,478
|
|
|
12,384
|
|
|||||
Total Long-Term Debt
|
18,894
|
|
|
18,667
|
|
|
10,550
|
|
|
11,370
|
|
|
3,768
|
|
|||||
Total Shareholders’ Equity
|
20,994
|
|
|
12,948
|
|
|
7,633
|
|
|
7,164
|
|
|
5,053
|
|
|||||
Additional Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Average Common and Common Equivalent Shares Outstanding — Assuming Dilution (millions)
|
264.6
|
|
|
223.6
|
|
|
217.5
|
|
|
207.5
|
|
|
197.7
|
|
|
Years Ended September 30
|
||||||||||||||||||
Millions of dollars, except per share amounts
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Total specified items
|
$
|
2,409
|
|
|
$
|
1,466
|
|
|
$
|
1,261
|
|
|
$
|
1,186
|
|
|
$
|
153
|
|
After-tax impact of specified items
|
$
|
2,674
|
|
|
$
|
971
|
|
|
$
|
892
|
|
|
$
|
786
|
|
|
$
|
101
|
|
Impact of specified items on diluted earnings per share
|
$
|
(10.11
|
)
|
|
$
|
(4.34
|
)
|
|
$
|
(4.10
|
)
|
|
$
|
(3.79
|
)
|
|
$
|
(0.51
|
)
|
Impact of dilution from share issuances
|
$
|
(0.30
|
)
|
|
$
|
(0.54
|
)
|
|
$
|
—
|
|
|
$
|
(0.02
|
)
|
|
$
|
—
|
|
•
|
To increase revenue growth by focusing on our core products, services and solutions that deliver greater benefits to patients, healthcare workers and researchers;
|
•
|
To supplement our internal growth through strategic acquisitions;
|
•
|
To continue investment in research and development for platform extensions and innovative new products;
|
•
|
To make investments in growing our operations in emerging markets;
|
•
|
To improve operating effectiveness and balance sheet productivity;
|
•
|
To drive an efficient capital structure and strong shareholder returns.
|
•
|
Enabling safer, simpler and more effective parenteral drug delivery;
|
•
|
Improving clinical outcomes through new, more accurate and faster diagnostics;
|
•
|
Providing tools and technologies to the research community that facilitate the understanding of the cell, cellular diagnostics, cell therapy and immunology;
|
•
|
Enhancing disease management in diabetes, women’s health and cancer, infectious disease and other targeted conditions.
|
•
|
To operate the Company consistent with an investment grade credit profile;
|
•
|
To ensure access to the debt market for strategic opportunities;
|
•
|
To optimize the cost of capital based on market conditions.
|
•
|
Medical segment volume growth in
2018
was driven by sales growth in all of the segment's units, particularly by growth in the Medication Delivery Solutions and Medication Management Solutions units.
|
•
|
Life Sciences segment volume growth in
2018
was driven by sales growth in all three of its organizational units, particularly in its Diagnostic Systems unit.
|
|
|
|
|
|
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
(Millions of dollars)
|
2018
|
|
2017
|
|
2016
|
|
Total
Change
|
|
Estimated
FX
Impact
|
|
FXN Change
|
|
Total
Change
|
|
Estimated
FX
Impact
|
|
FXN Change
|
||||||||||||
Medication Delivery Solutions (a)
|
$
|
3,644
|
|
|
$
|
2,812
|
|
|
$
|
2,724
|
|
|
29.6
|
%
|
|
1.9
|
%
|
|
27.7
|
%
|
|
3.2
|
%
|
|
(0.8
|
)%
|
|
4.0
|
%
|
Medication Management Solutions
|
2,470
|
|
|
2,295
|
|
|
2,197
|
|
|
7.7
|
%
|
|
1.1
|
%
|
|
6.6
|
%
|
|
4.4
|
%
|
|
(0.5
|
)%
|
|
4.9
|
%
|
|||
Diabetes Care
|
1,105
|
|
|
1,056
|
|
|
1,023
|
|
|
4.6
|
%
|
|
1.7
|
%
|
|
2.9
|
%
|
|
3.3
|
%
|
|
(0.3
|
)%
|
|
3.6
|
%
|
|||
Pharmaceutical Systems
|
1,397
|
|
|
1,256
|
|
|
1,199
|
|
|
11.2
|
%
|
|
4.8
|
%
|
|
6.4
|
%
|
|
4.8
|
%
|
|
(0.5
|
)%
|
|
5.3
|
%
|
|||
Respiratory Solutions
|
—
|
|
|
—
|
|
|
822
|
|
|
NM
|
|
|
NM
|
|
|
NM
|
|
|
NM
|
|
|
NM
|
|
|
NM
|
|
|||
Total Medical revenues
|
$
|
8,616
|
|
|
$
|
7,419
|
|
|
$
|
7,965
|
|
|
16.1
|
%
|
|
2.1
|
%
|
|
14.0
|
%
|
|
(6.8
|
)%
|
|
(0.5
|
)%
|
|
(6.3
|
)%
|
(a)
|
The presentation of prior-period amounts reflects a reclassification of
$685 million
and
$689 million
in
2017
and
2016
, respectively, of certain product revenues from the Medical segment to the Interventional segment as further discussed in discussed in Note 6 to the consolidated financial statements contained in Item 8. Financial Statements and Supplementary Data.
|
(Millions of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Medical segment operating income (a) (b)
|
$
|
2,624
|
|
|
$
|
1,907
|
|
|
$
|
1,807
|
|
|
|
|
|
|
|
||||||
Segment operating income as % of Medical revenues
|
30.5
|
%
|
|
25.7
|
%
|
|
22.7
|
%
|
(a)
|
Operating income in 2018 excluded certain general and administrative costs, which were allocated to the segment in 2017 and 2016, due to a change in our management reporting approach, as is further discussed in Note 6 to the consolidated financial statements contained in Item 8. Financial Statements and Supplementary Data.
|
(b)
|
The presentation of prior-period amounts reflects reclassifications of
$248 million
and
$245 million
in
2017
and
2016
, respectively, relating to the movement of certain product offerings from the Medical segment to the Interventional segment as noted above.
|
|
|
|
|
|
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
(Millions of dollars)
|
2018
|
|
2017
|
|
2016
|
|
Total
Change
|
|
Estimated
FX
Impact
|
|
FXN Change
|
|
Total
Change
|
|
Estimated
FX
Impact
|
|
FXN Change
|
||||||||||||
Preanalytical Systems
|
$
|
1,553
|
|
|
$
|
1,471
|
|
|
$
|
1,409
|
|
|
5.5
|
%
|
|
1.4
|
%
|
|
4.1
|
%
|
|
4.4
|
%
|
|
(0.8
|
)%
|
|
5.2
|
%
|
Diagnostic Systems
|
1,536
|
|
|
1,378
|
|
|
1,301
|
|
|
11.5
|
%
|
|
1.9
|
%
|
|
9.6
|
%
|
|
5.9
|
%
|
|
(0.5
|
)%
|
|
6.4
|
%
|
|||
Biosciences
|
1,241
|
|
|
1,139
|
|
|
1,119
|
|
|
9.0
|
%
|
|
2.2
|
%
|
|
6.8
|
%
|
|
1.8
|
%
|
|
(0.6
|
)%
|
|
2.4
|
%
|
|||
Total Life Sciences revenues
|
$
|
4,330
|
|
|
$
|
3,988
|
|
|
$
|
3,829
|
|
|
8.6
|
%
|
|
1.8
|
%
|
|
6.8
|
%
|
|
4.2
|
%
|
|
(0.6
|
)%
|
|
4.8
|
%
|
(Millions of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Life Sciences segment operating income (a)
|
$
|
1,207
|
|
|
$
|
772
|
|
|
$
|
793
|
|
|
|
|
|
|
|
||||||
Segment operating income as % of Life Sciences revenues
|
27.9
|
%
|
|
19.4
|
%
|
|
20.7
|
%
|
(a)
|
Operating income in 2018 excluded certain general and administrative costs, which were allocated to the segment in 2017 and 2016, due to a change in our management reporting approach, as noted above.
|
•
|
The Life Sciences segment's gross profit margin as a percentage of revenues was higher in fiscal year
2018
primarily due to lower manufacturing costs resulting from continuous improvement projects, which enhanced the efficiency of our operations, and favorable foreign currency translation. These favorable impacts to the Life Sciences segment's gross margin were partially offset by expense related to the Biosciences unit's write-down of certain intangible and other assets, as well as higher raw material costs. The Life Sciences segment's gross profit margin as a percentage of revenues was lower in fiscal year
2017
primarily due to unfavorable foreign currency translation, higher raw material costs and unfavorable product mix, partially offset by lower manufacturing costs resulting from operations improvement projects.
|
•
|
Selling and administrative expense as a percentage of Life Sciences revenues in
2018
was lower compared to
2017
primarily due to a reduction in the general and administrative costs allocated to the segment, as noted above. Selling and administrative expense as a percentage of Life Sciences revenues in
2017
was higher compared to
2016
primarily due to slightly higher administrative costs.
|
•
|
Research and development expense as a percentage of revenues in
2018
was higher compared with
2017
primarily due to write-downs in the Biosciences unit, as noted above. Research and development expense as a percentage of revenues in
2017
was relatively flat compared with
2016
.
|
|
|
|
|
|
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||
(Millions of dollars)
|
2018
|
|
2017
|
|
2016
|
|
Total
Change
|
|
Total
Change
|
||||||
Surgery (a)
|
$
|
1,192
|
|
|
$
|
666
|
|
|
$
|
670
|
|
|
NM
|
|
NM
|
Peripheral Intervention (a)
|
1,045
|
|
|
19
|
|
|
20
|
|
|
NM
|
|
NM
|
|||
Urology and Critical Care
|
800
|
|
|
—
|
|
|
—
|
|
|
NM
|
|
NM
|
|||
Total Interventional revenues
|
$
|
3,037
|
|
|
$
|
685
|
|
|
$
|
689
|
|
|
NM
|
|
NM
|
(a)
|
The presentation of prior-period amounts reflects reclassifications of
$685 million
and
$689 million
in
2017
and
2016
, respectively, of certain product revenues from the Medical segment to the Interventional segment as noted above.
|
(Millions of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Interventional segment operating income (a)
|
$
|
306
|
|
|
$
|
248
|
|
|
$
|
245
|
|
|
|
|
|
|
|
||||||
Segment operating income as % of Interventional revenues
|
10.1
|
%
|
|
NM
|
|
|
NM
|
|
(a)
|
The presentation of prior-period amounts reflects reclassifications of
$248 million
and
$245 million
in
2017
and
2016
, respectively, relating to the movement of certain product offerings from the Medical segment to the Interventional segment as noted above.
|
|
|
|
|
|
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
(Millions of dollars)
|
2018
|
|
2017
|
|
2016
|
|
Total
Change
|
|
Estimated
FX
Impact
|
|
FXN Change
|
|
Total
Change
|
|
Estimated
FX
Impact
|
|
FXN Change
|
||||||||||||
United States
|
$
|
8,768
|
|
|
$
|
6,504
|
|
|
$
|
6,893
|
|
|
34.8
|
%
|
|
—
|
|
|
34.8
|
%
|
|
(5.6
|
)%
|
|
—
|
|
|
(5.6
|
)%
|
International
|
7,215
|
|
|
5,589
|
|
|
5,590
|
|
|
29.1
|
%
|
|
4.8
|
%
|
|
24.3
|
%
|
|
—
|
%
|
|
(1.2
|
)%
|
|
1.2
|
%
|
|||
Total revenues
|
$
|
15,983
|
|
|
$
|
12,093
|
|
|
$
|
12,483
|
|
|
32.2
|
%
|
|
2.3
|
%
|
|
29.9
|
%
|
|
(3.1
|
)%
|
|
(0.5
|
)%
|
|
(2.6
|
)%
|
(Millions of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Integration costs
(a)
|
$
|
344
|
|
|
$
|
237
|
|
|
$
|
192
|
|
Restructuring costs
(a)
|
344
|
|
|
85
|
|
|
526
|
|
|||
Transaction costs
(a)
|
56
|
|
|
39
|
|
|
10
|
|
|||
Financing costs
(b)
|
49
|
|
|
131
|
|
|
—
|
|
|||
Purchase accounting adjustments
(c)
|
1,733
|
|
|
491
|
|
|
527
|
|
|||
Losses on debt extinguishment
(d)
|
16
|
|
|
73
|
|
|
—
|
|
|||
Net impact of gain on sale of investment and asset impairments
(e)
|
(151
|
)
|
|
—
|
|
|
—
|
|
|||
Hurricane recovery costs
|
17
|
|
|
—
|
|
|
—
|
|
|||
Lease contract modification-related charge
(f)
|
—
|
|
|
748
|
|
|
—
|
|
|||
Litigation-related items
(g)
|
—
|
|
|
(337
|
)
|
|
—
|
|
|||
Pension settlement charges
|
—
|
|
|
—
|
|
|
6
|
|
|||
Total specified items
|
2,409
|
|
|
1,466
|
|
|
1,261
|
|
|||
Less: Impact of tax reform and tax impact of specified items
(h)
|
(265
|
)
|
|
495
|
|
|
369
|
|
|||
After-tax impact of specified items
|
$
|
2,674
|
|
|
$
|
971
|
|
|
$
|
892
|
|
(a)
|
Represents integration, restructuring and transaction costs, recorded in
Acquisitions and other restructurings
, which are further discussed below.
|
(b)
|
Represents financing impacts associated with the Bard acquisition, which were recorded in
Interest income
and
Interest expense
.
|
(c)
|
Primarily represents non-cash amortization expense associated with acquisition-related identifiable intangible assets. BD’s amortization expense is primarily recorded in
Cost of products sold
. The amount 2018 also included a fair value step-up adjustments of $478 million relating to Bard's inventory on the acquisition date.
|
(d)
|
Represents losses recognized in
Other income (expense), net
upon our extinguishment of certain long-term senior notes.
|
(e)
|
Represents the net amount recognized in
Other income (expense), net
related to BD's sale of its non-controlling interest in Vyaire Medical, including a gain of
$303 million
recognized on the sale as further discussed below, partially offset by $81 million of charges recorded to write down the carrying value of certain intangible and other assets in the Biosciences unit as well as $58 million of charges to write down the value of fixed assets primarily in the Diabetes Care unit.
|
(f)
|
Represents a non-cash charge in 2017, which was recorded in
Other operating expense
,
net
resulting from a modification to our dispensing equipment lease contracts with customers, as previously discussed.
|
(g)
|
The amount in 2017 largely represents the reversal of certain reserves related to an appellate court decision recorded related to RTI in
Other operating expense, net
.
|
(h)
|
The amount in 2018 includes additional tax expense, net, of
$640 million
relating to new U.S. tax legislation, as discussed above.
|
|
2018
|
|
2017
|
||
Gross profit margin % prior-year period
|
49.1
|
%
|
|
48.0
|
%
|
Impact of purchase accounting adjustments, asset write-downs and other specified items
|
(6.9
|
)%
|
|
—
|
%
|
Impact of divestitures
|
—
|
%
|
|
0.8
|
%
|
Operating performance
|
2.8
|
%
|
|
0.7
|
%
|
Foreign currency translation
|
0.4
|
%
|
|
(0.4
|
)%
|
Gross profit margin % current-year period
|
45.4
|
%
|
|
49.1
|
%
|
|
|
|
|
|
|
|
|
Increase (decrease) in basis points
|
||||||||||
(Millions of dollars)
|
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||
Selling and administrative expense
|
|
$
|
4,015
|
|
|
$
|
2,925
|
|
|
$
|
3,005
|
|
|
|
|
|
||
% of revenues
|
|
25.1
|
%
|
|
24.2
|
%
|
|
24.1
|
%
|
|
90
|
|
|
10
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development expense
|
|
$
|
1,006
|
|
|
$
|
774
|
|
|
$
|
828
|
|
|
|
|
|
||
% of revenues
|
|
6.3
|
%
|
|
6.4
|
%
|
|
6.6
|
%
|
|
(10
|
)
|
|
(20
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Acquisitions and other restructurings
|
|
$
|
744
|
|
|
$
|
354
|
|
|
$
|
728
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other operating expense, net
|
|
$
|
—
|
|
|
$
|
410
|
|
|
$
|
—
|
|
|
|
|
|
(Millions of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Interest expense
|
$
|
(706
|
)
|
|
$
|
(521
|
)
|
|
$
|
(388
|
)
|
Interest income
|
65
|
|
|
76
|
|
|
21
|
|
|||
Net interest expense
|
$
|
(641
|
)
|
|
$
|
(445
|
)
|
|
$
|
(367
|
)
|
|
2018
|
|
2017
|
|
2016
|
|||
Effective income tax rate
|
73.5
|
%
|
|
(12.7
|
)%
|
|
9.1
|
%
|
|
|
|
|
|
|
|||
Impact, in basis points, from specified items
|
5,680
|
|
|
(2,790
|
)
|
|
(1,090
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (Millions of dollars)
|
$
|
311
|
|
|
$
|
1,100
|
|
|
$
|
976
|
|
Diluted Earnings per Share
|
$
|
0.60
|
|
|
$
|
4.60
|
|
|
$
|
4.49
|
|
|
|
|
|
|
|
||||||
Unfavorable impact-specified items
|
$
|
(10.11
|
)
|
|
$
|
(4.34
|
)
|
|
$
|
(4.10
|
)
|
Favorable (unfavorable) impact-foreign currency translation
|
$
|
0.32
|
|
|
$
|
(0.23
|
)
|
|
$
|
(0.64
|
)
|
Dilutive impact from share issuances
|
$
|
(0.30
|
)
|
|
$
|
(0.54
|
)
|
|
$
|
—
|
|
|
Increase (decrease)
|
||||||
(Millions of dollars)
|
2018
|
|
2017
|
||||
10% appreciation in U.S. dollar
|
$
|
(59
|
)
|
|
$
|
(38
|
)
|
10% depreciation in U.S. dollar
|
$
|
59
|
|
|
$
|
38
|
|
|
Increase (decrease) to fair value of interest rate derivatives outstanding
|
|
Increase (decrease) to earnings or cash flows
|
||||||||
(Millions of dollars)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
10% increase in interest rates
|
$
|
(22
|
)
|
|
NM
|
|
$
|
(7
|
)
|
|
NM
|
10% decrease in interest rates
|
$
|
23
|
|
|
NM
|
|
$
|
7
|
|
|
NM
|
(Millions of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by (used for)
|
|
|
|
|
|
||||||
Operating activities
|
$
|
2,865
|
|
|
$
|
2,550
|
|
|
$
|
2,559
|
|
Investing activities
|
$
|
(15,829
|
)
|
|
$
|
(883
|
)
|
|
$
|
(669
|
)
|
Financing activities
|
$
|
(58
|
)
|
|
$
|
10,977
|
|
|
$
|
(1,761
|
)
|
(Millions of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash inflow (outflow)
|
|
|
|
|
|
||||||
Change in credit facility borrowings
|
$
|
—
|
|
|
$
|
(200
|
)
|
|
$
|
(500
|
)
|
Proceeds from debt and term loans
|
$
|
5,086
|
|
|
$
|
11,462
|
|
|
$
|
—
|
|
Payments of debt and term loans
|
$
|
(3,996
|
)
|
|
$
|
(3,980
|
)
|
|
$
|
(752
|
)
|
Proceeds from issuances of equity securities
|
$
|
—
|
|
|
$
|
4,827
|
|
|
$
|
—
|
|
Share repurchases under accelerated share repurchase agreement
|
$
|
—
|
|
|
$
|
(220
|
)
|
|
$
|
—
|
|
Dividends paid
|
$
|
(927
|
)
|
|
$
|
(677
|
)
|
|
$
|
(562
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Total debt (Millions of dollars)
|
$
|
21,496
|
|
|
$
|
18,870
|
|
|
$
|
11,551
|
|
|
|
|
|
|
|
||||||
Short-term debt as a percentage of total debt
|
12.1
|
%
|
|
1.1
|
%
|
|
8.7
|
%
|
|||
Weighted average cost of total debt
|
3.2
|
%
|
|
3.3
|
%
|
|
3.6
|
%
|
|||
Total debt as a percentage of total capital (a)
|
47.8
|
%
|
|
57.5
|
%
|
|
57.2
|
%
|
(a)
|
Represents shareholders’ equity, net non-current deferred income tax liabilities, and debt.
|
•
|
We are required to maintain an interest expense coverage ratio of not less than 4-to-1 as of the last day of each fiscal quarter.
|
•
|
We are required to have a leverage coverage ratio, as applicable depending upon commencement and maturity of the facility, of no more than:
|
◦
|
6-to-1 from the closing date of the Bard acquisition until and including the first fiscal quarter-end thereafter;
|
◦
|
5.75-to-1 for the subsequent four fiscal quarters thereafter;
|
◦
|
5.25-to-1 for the subsequent four fiscal quarters thereafter;
|
◦
|
4.5-to-1 for the subsequent four fiscal quarters thereafter;
|
◦
|
4-to-1 for the subsequent four fiscal quarters thereafter;
|
◦
|
3.75-to-1 thereafter.
|
|
|
S&P
|
|
Moody’s
|
|
Fitch
|
Ratings:
|
|
|
|
|
|
|
Senior Unsecured Debt
|
|
BBB
|
|
Ba1
|
|
BBB-
|
Commercial Paper
|
|
A-2
|
|
NP
|
|
|
Outlook
|
|
Stable
|
|
Stable
|
|
Stable
|
|
Total
|
|
2019
|
|
2020 to
2021
|
|
2022 to
2023
|
|
2024 and
Thereafter
|
||||||||||
|
(Millions of dollars)
|
||||||||||||||||||
Short-term debt
|
$
|
2,644
|
|
|
$
|
2,644
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt (a)
|
26,163
|
|
|
677
|
|
|
5,075
|
|
|
5,478
|
|
|
14,933
|
|
|||||
Operating leases
|
511
|
|
|
107
|
|
|
171
|
|
|
110
|
|
|
124
|
|
|||||
Purchase obligations (b)
|
1,046
|
|
|
863
|
|
|
155
|
|
|
28
|
|
|
—
|
|
|||||
Unrecognized tax benefits (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total (d)
|
$
|
30,365
|
|
|
$
|
4,291
|
|
|
$
|
5,401
|
|
|
$
|
5,617
|
|
|
$
|
15,057
|
|
(a)
|
Long-term debt obligations include expected principal and interest obligations.
|
(b)
|
Purchase obligations are for purchases made in the normal course of business to meet operational and capital requirements.
|
(c)
|
Unrecognized tax benefits at
September 30, 2018
of
$543 million
were all long-term in nature. Due to the uncertainty related to the timing of the reversal of these tax positions, the related liability has been excluded from the table.
|
(d)
|
Required funding obligations for
2019
relating to pension and other postretirement benefit plans are not expected to be material.
|
•
|
Infusion products (when sold with safety software, patient identification products and certain diagnostic equipment) within our Medication Management Solutions unit;
|
•
|
Dispensing products within our Medication Management Solutions unit;
|
•
|
Research and clinical instruments within our Biosciences unit.
|
•
|
Discount rate — A change of plus (minus) 25 basis points, with other assumptions held constant, would have an estimated $6 million favorable (unfavorable) impact on the total U.S. net pension and other postretirement and postemployment benefit plan costs. This estimate assumes no change in the shape or steepness of the company-specific yield curve used to plot the individual spot rates that will be applied to the future cash outflows for future benefit payments in order to calculate interest and service cost.
|
•
|
Expected return on plan assets — A change of plus (minus) 25 basis points, with other assumptions held constant, would have an estimated $5 million favorable (unfavorable) impact on U.S. pension plan costs.
|
•
|
Weakness in the global economy and financial markets, which could increase the cost of operating our business, weaken demand for our products and services, negatively impact the prices we can charge for our products and services, or impair our ability to produce our products.
|
•
|
Competitive factors that could adversely affect our operations, including new product introductions and technologies (for example, new forms of drug delivery) by our current or future competitors, consolidation or strategic alliances among healthcare companies, distributors and/or payers of healthcare to improve their competitive position or develop new models for the delivery of healthcare, increased pricing pressure due to the impact of low-cost manufacturers, patents attained by competitors (particularly as patents on our products expire), and new entrants into our markets.
|
•
|
Risks relating to our acquisition of Bard, including our ability to successfully combine and integrate the Bard operations in order to obtain the anticipated benefits and costs savings from the transaction, and the significant additional indebtedness we incurred in connection with the financing of the acquisition and the impact this increased indebtedness may have on our ability to operate the combined company.
|
•
|
The impact resulting from the recent U.S. tax reform, commonly referred to as the Tax Cuts and Job Act (the “Act”), which, among other things, reduces the U.S. federal corporate tax rate, imposes a one-time tax on earnings of certain foreign subsidiaries that were previously tax deferred, and imposes a new minimum tax on foreign earnings. While BD has previously recognized a provisional expense based on what it believes is a reasonable estimate of the income tax effects of the Act, this expense could change as BD refines its analysis.
|
•
|
The adverse financial impact resulting from unfavorable changes in foreign currency exchange rates.
|
•
|
Regional, national and foreign economic factors, including inflation, deflation, and fluctuations in interest rates, and their potential effect on our operating performance.
|
•
|
Our ability to achieve our projected level or mix of product sales, as our earnings forecasts are based on projected sales volumes and pricing of many product types, some of which are more profitable than others.
|
•
|
Changes in reimbursement practices of third-party payers or adverse decisions relating to our products by such payers, which could reduce demand for our products or the price we can charge for such products.
|
•
|
The impact of the medical device excise tax under the Patient Protection and Affordable Care Act in the United States. While this tax has been suspended through December 31, 2019, it is uncertain whether the suspension will be extended beyond that date.
|
•
|
Healthcare reform in the U.S. or in other countries in which we do business that may involve changes in government pricing and reimbursement policies or other cost containment reforms.
|
•
|
Changes in the domestic and foreign healthcare industry or in medical practices that result in a reduction in procedures using our products or increased pricing pressures, including the continued consolidation among healthcare providers and trends toward managed care and healthcare cost containment.
|
•
|
The impact of changes in U.S. federal laws and policy that could affect fiscal and tax policies, healthcare, and international trade, including import and export regulation and international trade agreements. Recently, the U.S., China and other countries have imposed tariffs on certain products imported into their respective countries. Additional tariffs or other trade barriers imposed by the U.S., China or other countries could adversely impact our supply chain costs or otherwise adversely impact our results of operations.
|
•
|
Fluctuations in the cost and availability of oil-based resins and other raw materials, as well as certain components, used in our products, the ability to maintain favorable supplier arrangements and relationships (particularly with respect to sole-source suppliers), and the potential adverse effects of any disruption in the availability of such items.
|
•
|
Security breaches of our information technology systems or our products, which could impair our ability to conduct business, result in the loss of BD trade secrets or otherwise compromise sensitive information of BD or its customers, suppliers and other business partners, or of customers' patients, or result in product efficacy or safety concerns for certain of our products, and result in actions by regulatory bodies or civil litigation.
|
•
|
Difficulties inherent in product development, including the potential inability to successfully continue technological innovation, successfully complete clinical trials, obtain regulatory approvals in the United States and abroad, obtain intellectual property protection for our products, obtain coverage and adequate reimbursement for new products, or gain and maintain market approval of products, as well as the possibility of infringement claims by competitors with respect to patents or other intellectual property rights, all of which can preclude or delay commercialization of a product. Delays in obtaining necessary approvals or clearances from United States Food and Drug Administration (“FDA”) or other regulatory agencies or changes in the regulatory process may also delay product launches and increase development costs.
|
•
|
The impact of business combinations or divestitures, including any volatility in earnings relating to acquisition-related costs, and our ability to successfully integrate any business we may acquire.
|
•
|
Our ability to penetrate or expand our operations in emerging markets, which depends on local economic and political conditions, and how well we are able to make necessary infrastructure enhancements to production facilities and distribution networks. Our international operations also increase our compliance risks, including risks under the Foreign Corrupt Practices Act and other anti-corruption laws, as well as regulatory and privacy laws.
|
•
|
Conditions in international markets, including social and political conditions, civil unrest, terrorist activity, governmental changes, trade barriers, restrictions on the ability to transfer capital across borders, difficulties in protecting and enforcing our intellectual property rights and governmental expropriation of assets. This includes the possible impact of the United Kingdom's exit from the European Union, which has created uncertainties affecting our business operations in the United Kingdom and the EU.
|
•
|
Deficit reduction efforts or other actions that reduce the availability of government funding for healthcare and research, which could weaken demand for our products and result in additional pricing pressures, as well as create potential collection risks associated with such sales.
|
•
|
Fluctuations in university or U.S. and international governmental funding and policies for life sciences research.
|
•
|
Fluctuations in the demand for products we sell to pharmaceutical companies that are used to manufacture, or are sold with, the products of such companies, as a result of funding constraints, consolidation or otherwise.
|
•
|
The effects of events that adversely impact our ability to manufacture our products (particularly where production of a product line is concentrated in one or more plants) or our ability to source materials or components from suppliers (including sole-source suppliers) that are needed for such manufacturing.
|
•
|
Pending and potential future litigation or other proceedings asserting, and/or subpoenas seeking information with respect to, alleged violations of law (including in connection with federal and/or state healthcare programs (such as Medicare or Medicaid) and/or sales and marketing practices (such as investigative subpoenas and the civil investigative demands received by BD and Bard)), antitrust claims, product liability (which may involve lawsuits seeking class action status or seeking to establish multi-district litigation proceedings, including claims relating to our hernia repair implant products, surgical continence products for women and vena cava filter products), claims with respect to environmental matters, and patent infringement, and the availability or collectability of insurance relating to any such claims.
|
•
|
New or changing laws and regulations affecting our domestic and foreign operations, or changes in enforcement practices, including laws relating to trade, monetary and fiscal policies, taxation (including tax reforms that could adversely impact multinational corporations), sales practices, environmental protection, price controls, and licensing and regulatory requirements for new products and products in the postmarketing phase. In particular, the U.S. and other countries may impose new requirements regarding registration, labeling or prohibited materials that may require us to re-register products already on the market or otherwise impact our ability to market our products. Environmental laws, particularly with respect to the emission of greenhouse gases, are also becoming more stringent throughout the world, which may increase our costs of operations or necessitate changes in our manufacturing plants or processes or those of our suppliers, or result in liability to BD.
|
•
|
Product efficacy or safety concerns regarding our products resulting in product holds or recalls, regulatory action on the part of the FDA or foreign counterparts (including restrictions on future product clearances and civil penalties), declining sales and product liability claims, and damage to our reputation. As a result of the CareFusion acquisition, we are operating under a consent decree with the FDA relating to our U.S. infusion pump business. The consent decree authorizes the FDA, in the event of any violations in the future, to order us to cease manufacturing and distributing products, recall products or take other actions, and we may be required to pay significant monetary damages if we fail to comply with any provision of the consent decree.
|
•
|
The effect of adverse media exposure or other publicity regarding BD’s business or operations, including the effect on BD’s reputation or demand for its products.
|
•
|
The effect of market fluctuations on the value of assets in BD’s pension plans and on actuarial interest rate and asset return assumptions, which could require BD to make additional contributions to the plans or increase our pension plan expense.
|
•
|
Our ability to obtain the anticipated benefits of restructuring programs, if any, that we may undertake.
|
•
|
Issuance of new or revised accounting standards by the Financial Accounting Standards Board or the Securities and Exchange Commission.
|
|
|
|
|
|
/s/ Vincent A. Forlenza
|
|
/s/ Christopher Reidy
|
|
/s/ Charles Bodner
|
Vincent A. Forlenza
|
|
Christopher Reidy
|
|
Charles Bodner
|
Chairman and Chief Executive Officer
|
|
Executive Vice President, Chief Financial Officer and Chief Administrative Officer
|
|
Senior Vice President, Corporate Finance and Chief Accounting Officer
|
/s/ ERNST & YOUNG LLP
|
|
|
|
We have served as the Company's auditor since 1959.
|
|
New York, New York
|
|
November 21, 2018
|
|
/s/ ERNST & YOUNG LLP
|
|
|
|
New York, New York
|
|
November 21, 2018
|
|
Millions of dollars, except per share amounts
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
$
|
15,983
|
|
|
$
|
12,093
|
|
|
$
|
12,483
|
|
|
|
|
|
|
|
||||||
Cost of products sold
|
8,721
|
|
|
6,151
|
|
|
6,492
|
|
|||
Selling and administrative expense
|
4,015
|
|
|
2,925
|
|
|
3,005
|
|
|||
Research and development expense
|
1,006
|
|
|
774
|
|
|
828
|
|
|||
Acquisitions and other restructurings
|
744
|
|
|
354
|
|
|
728
|
|
|||
Other operating expense, net
|
—
|
|
|
410
|
|
|
—
|
|
|||
Total Operating Costs and Expenses
|
14,487
|
|
|
10,615
|
|
|
11,053
|
|
|||
Operating Income
|
1,497
|
|
|
1,478
|
|
|
1,430
|
|
|||
Interest expense
|
(706
|
)
|
|
(521
|
)
|
|
(388
|
)
|
|||
Interest income
|
65
|
|
|
76
|
|
|
21
|
|
|||
Other income (expense), net
|
318
|
|
|
(57
|
)
|
|
11
|
|
|||
Income Before Income Taxes
|
1,173
|
|
|
976
|
|
|
1,074
|
|
|||
Income tax provision (benefit)
|
862
|
|
|
(124
|
)
|
|
97
|
|
|||
Net Income
|
311
|
|
|
1,100
|
|
|
976
|
|
|||
Preferred stock dividends
|
(152
|
)
|
|
(70
|
)
|
|
—
|
|
|||
Net income applicable to common shareholders
|
$
|
159
|
|
|
$
|
1,030
|
|
|
$
|
976
|
|
|
|
|
|
|
|
||||||
Basic Earnings per Share
|
$
|
0.62
|
|
|
$
|
4.70
|
|
|
$
|
4.59
|
|
|
|
|
|
|
|
||||||
Diluted Earnings per Share
|
$
|
0.60
|
|
|
$
|
4.60
|
|
|
$
|
4.49
|
|
Millions of dollars
|
2018
|
|
2017
|
|
2016
|
||||||
Net Income
|
$
|
311
|
|
|
$
|
1,100
|
|
|
$
|
976
|
|
Other Comprehensive (Loss) Income, Net of Tax
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(161
|
)
|
|
11
|
|
|
(50
|
)
|
|||
Defined benefit pension and postretirement plans
|
(26
|
)
|
|
179
|
|
|
(141
|
)
|
|||
Cash flow hedges
|
1
|
|
|
17
|
|
|
1
|
|
|||
Other Comprehensive (Loss) Income, Net of Tax
|
(186
|
)
|
|
206
|
|
|
(191
|
)
|
|||
Comprehensive Income
|
$
|
125
|
|
|
$
|
1,306
|
|
|
$
|
786
|
|
Millions of dollars, except per share amounts and numbers of shares
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and equivalents
|
$
|
1,140
|
|
|
$
|
14,179
|
|
Restricted cash
|
96
|
|
|
—
|
|
||
Short-term investments
|
17
|
|
|
21
|
|
||
Trade receivables, net
|
2,319
|
|
|
1,744
|
|
||
Inventories
|
2,451
|
|
|
1,818
|
|
||
Assets held for sale
|
137
|
|
|
—
|
|
||
Prepaid expenses and other
|
1,251
|
|
|
871
|
|
||
Total Current Assets
|
7,411
|
|
|
18,633
|
|
||
Property, Plant and Equipment, Net
|
5,375
|
|
|
4,638
|
|
||
Goodwill
|
23,600
|
|
|
7,563
|
|
||
Developed Technology, Net
|
12,184
|
|
|
2,478
|
|
||
Customer Relationships, Net
|
3,723
|
|
|
2,830
|
|
||
Other Intangibles, Net
|
534
|
|
|
585
|
|
||
Other Assets
|
1,078
|
|
|
1,007
|
|
||
Total Assets
|
$
|
53,904
|
|
|
$
|
37,734
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Short-term debt
|
$
|
2,601
|
|
|
$
|
203
|
|
Accounts payable
|
1,106
|
|
|
797
|
|
||
Accrued expenses
|
2,255
|
|
|
1,393
|
|
||
Salaries, wages and related items
|
910
|
|
|
773
|
|
||
Income taxes
|
343
|
|
|
176
|
|
||
Total Current Liabilities
|
7,216
|
|
|
3,342
|
|
||
Long-Term Debt
|
18,894
|
|
|
18,667
|
|
||
Long-Term Employee Benefit Obligations
|
1,056
|
|
|
1,168
|
|
||
Deferred Income Taxes and Other
|
5,743
|
|
|
1,609
|
|
||
Commitments and Contingencies (See Note 5)
|
|
|
|
|
|
||
Shareholders’ Equity
|
|
|
|
||||
Preferred stock
|
2
|
|
|
2
|
|
||
Common stock — $1 par value: authorized — 640,000,000 shares; issued — 346,687,160 shares in 2018 and 2017.
|
347
|
|
|
347
|
|
||
Capital in excess of par value
|
16,179
|
|
|
9,619
|
|
||
Retained earnings
|
12,596
|
|
|
13,111
|
|
||
Deferred compensation
|
22
|
|
|
19
|
|
||
Common stock in treasury — at cost — 78,462,971 shares in 2018 and 118,744,758 shares in 2017.
|
(6,243
|
)
|
|
(8,427
|
)
|
||
Accumulated other comprehensive loss
|
(1,909
|
)
|
|
(1,723
|
)
|
||
Total Shareholders’ Equity
|
20,994
|
|
|
12,948
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
53,904
|
|
|
$
|
37,734
|
|
Millions of dollars
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
311
|
|
|
$
|
1,100
|
|
|
$
|
976
|
|
Adjustments to net income to derive net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
1,978
|
|
|
1,088
|
|
|
1,114
|
|
|||
Share-based compensation
|
322
|
|
|
174
|
|
|
196
|
|
|||
Deferred income taxes
|
(240
|
)
|
|
(236
|
)
|
|
(426
|
)
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Trade receivables, net
|
(170
|
)
|
|
(93
|
)
|
|
(128
|
)
|
|||
Inventories
|
246
|
|
|
(46
|
)
|
|
69
|
|
|||
Prepaid expenses and other
|
(46
|
)
|
|
(366
|
)
|
|
90
|
|
|||
Accounts payable, income taxes and other liabilities
|
867
|
|
|
134
|
|
|
368
|
|
|||
Pension obligation
|
(263
|
)
|
|
84
|
|
|
(32
|
)
|
|||
Excess tax benefits from payments under share-based compensation plans
|
78
|
|
|
77
|
|
|
—
|
|
|||
Lease contract modification-related charge
|
—
|
|
|
748
|
|
|
—
|
|
|||
Gain on sale of Vyaire interest
|
(303
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
85
|
|
|
(114
|
)
|
|
332
|
|
|||
Net Cash Provided by Operating Activities
|
2,865
|
|
|
2,550
|
|
|
2,559
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(895
|
)
|
|
(727
|
)
|
|
(693
|
)
|
|||
Proceeds from (purchases of) investments, net
|
11
|
|
|
13
|
|
|
(1
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
(15,281
|
)
|
|
(174
|
)
|
|
—
|
|
|||
Proceeds from divestitures, net
|
534
|
|
|
165
|
|
|
158
|
|
|||
Other, net
|
(198
|
)
|
|
(161
|
)
|
|
(133
|
)
|
|||
Net Cash Used for Investing Activities
|
(15,829
|
)
|
|
(883
|
)
|
|
(669
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Change in credit facility borrowings
|
—
|
|
|
(200
|
)
|
|
(500
|
)
|
|||
Proceeds from long-term debt and term loans
|
5,086
|
|
|
11,462
|
|
|
—
|
|
|||
Payments of debt and term loans
|
(3,996
|
)
|
|
(3,980
|
)
|
|
(752
|
)
|
|||
Proceeds from issuance of equity securities
|
—
|
|
|
4,827
|
|
|
—
|
|
|||
Repurchase of common stock
|
—
|
|
|
(220
|
)
|
|
—
|
|
|||
Excess tax benefit from payments under share-based compensation plans
|
—
|
|
|
—
|
|
|
86
|
|
|||
Dividends paid
|
(927
|
)
|
|
(677
|
)
|
|
(562
|
)
|
|||
Other, net
|
(220
|
)
|
|
(234
|
)
|
|
(32
|
)
|
|||
Net Cash (Used for) Provided by Financing Activities
|
(58
|
)
|
|
10,977
|
|
|
(1,761
|
)
|
|||
Effect of exchange rate changes on cash and equivalents
|
(17
|
)
|
|
(6
|
)
|
|
(12
|
)
|
|||
Net (Decrease) Increase in Cash and Equivalents
|
(13,039
|
)
|
|
12,638
|
|
|
117
|
|
|||
Opening Cash and Equivalents
|
14,179
|
|
|
1,541
|
|
|
1,424
|
|
|||
Closing Cash and Equivalents
|
$
|
1,140
|
|
|
$
|
14,179
|
|
|
$
|
1,541
|
|
|
|
|
|
|
|
||||||
Non-Cash Investing Activities
|
|
|
|
|
|
||||||
Fair value of shares issued as acquisition consideration (See Note 9)
|
$
|
8,004
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fair value of equity awards issued as acquisition consideration (See Note 9)
|
$
|
613
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Common
Stock Issued
at Par Value
|
|
Capital in
Excess of
Par Value
|
|
Retained
Earnings
|
|
Deferred
Compensation
|
|
Treasury Stock
|
|||||||||||||
(Millions of dollars)
|
Shares (in
thousands)
|
|
Amount
|
|||||||||||||||||||
Balance at September 30, 2015
|
$
|
333
|
|
|
$
|
4,475
|
|
|
$
|
12,314
|
|
|
$
|
20
|
|
|
(121,967
|
)
|
|
$
|
(8,239
|
)
|
Net income
|
—
|
|
|
—
|
|
|
976
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Common ($2.64 per share)
|
—
|
|
|
—
|
|
|
(562
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock issued for:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Share-based compensation and other plans, net
|
—
|
|
|
27
|
|
|
(1
|
)
|
|
2
|
|
|
2,607
|
|
|
26
|
|
|||||
Share-based compensation
|
—
|
|
|
191
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock held in trusts, net (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|||||
Balance at September 30, 2016
|
$
|
333
|
|
|
$
|
4,693
|
|
|
$
|
12,727
|
|
|
$
|
22
|
|
|
(119,371
|
)
|
|
$
|
(8,212
|
)
|
Net income
|
—
|
|
|
—
|
|
|
1,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Common ($2.92 per share)
|
—
|
|
|
—
|
|
|
(645
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Preferred
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock issued for:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Public equity offerings (b)
|
14
|
|
|
4,810
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Share-based compensation and other plans, net
|
—
|
|
|
(65
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
1,908
|
|
|
6
|
|
|||||
Share-based compensation
|
—
|
|
|
180
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock held in trusts, net (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|||||
Repurchase of common stock (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,289
|
)
|
|
(220
|
)
|
|||||
Balance at September 30, 2017
|
$
|
347
|
|
|
$
|
9,619
|
|
|
$
|
13,111
|
|
|
$
|
19
|
|
|
(118,745
|
)
|
|
$
|
(8,427
|
)
|
Net income
|
—
|
|
|
—
|
|
|
311
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Common ($3.00 per share)
|
—
|
|
|
—
|
|
|
(775
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Preferred
|
—
|
|
|
—
|
|
|
(152
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock issued for:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Acquisition (see Note 9)
|
—
|
|
|
6,478
|
|
|
—
|
|
|
—
|
|
|
37,306
|
|
|
2,121
|
|
|||||
Share-based compensation and other plans, net
|
—
|
|
|
(246
|
)
|
|
(2
|
)
|
|
3
|
|
|
2,982
|
|
|
62
|
|
|||||
Share-based compensation
|
—
|
|
|
328
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock held in trusts, net (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|||||
Effect of change in accounting principle (see Note 2 and further discussion below)
|
—
|
|
|
—
|
|
|
103
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at September 30, 2018
|
$
|
347
|
|
|
$
|
16,179
|
|
|
$
|
12,596
|
|
|
$
|
22
|
|
|
(78,463
|
)
|
|
$
|
(6,243
|
)
|
(a)
|
Common stock held in trusts represents rabbi trusts in connection with deferred compensation under the Company’s employee salary and bonus deferral plan and directors’ deferral plan.
|
(b)
|
In May 2017 and in connection with the Company's acquisition of Bard, which is further discussed in Note
9
, the Company completed registered public offerings of equity securities including
14.025 million
shares of the Company's common stock and
2.475 million
shares of the Company's mandatory convertible preferred stock (ownership is held in the form of depositary shares, each representing a 1/20th interest in a share of preferred stock) for total net proceeds of
$4.8 billion
. If and when declared, dividends on the mandatory convertible preferred stock are payable on a cumulative basis at an annual rate of
6.125%
on the liquidation preference of
$1,000
per preferred share (
$50
per depositary share). The shares of preferred stock are convertible to a minimum of
11.7 million
and up to a maximum of
14.0 million
shares of Company common stock at an exchange ratio that is based on the market price of the Company’s common stock at the date of conversion, and no later than the mandatory conversion date of May 1, 2020.
|
(c)
|
Using proceeds received from the divestiture of the Respiratory Solutions business in the first quarter of fiscal year 2017, the Company repurchased shares of its common stock under an accelerated share repurchase agreement.
|
(Millions of dollars)
|
Total
|
|
Foreign
Currency
Translation
|
|
Benefit Plans
|
|
Cash Flow
Hedges
|
||||||||
Balance at September 30, 2015
|
$
|
(1,738
|
)
|
|
$
|
(961
|
)
|
|
$
|
(741
|
)
|
|
$
|
(36
|
)
|
Other comprehensive loss before reclassifications, net of taxes
|
(251
|
)
|
|
(50
|
)
|
|
(190
|
)
|
|
(11
|
)
|
||||
Amounts reclassified into income, net of
taxes |
60
|
|
|
—
|
|
|
48
|
|
|
12
|
|
||||
Balance at September 30, 2016
|
$
|
(1,929
|
)
|
|
$
|
(1,011
|
)
|
|
$
|
(883
|
)
|
|
$
|
(35
|
)
|
Other comprehensive income before reclassifications, net of taxes
|
140
|
|
|
11
|
|
|
121
|
|
|
8
|
|
||||
Amounts reclassified into income, net of
taxes |
66
|
|
|
—
|
|
|
58
|
|
|
8
|
|
||||
Balance at September 30, 2017
|
$
|
(1,723
|
)
|
|
$
|
(1,001
|
)
|
|
$
|
(703
|
)
|
|
$
|
(18
|
)
|
Other comprehensive (loss) income before reclassifications, net of taxes
|
(142
|
)
|
|
(161
|
)
|
|
19
|
|
|
—
|
|
||||
Amounts reclassified into income, net of
taxes
|
57
|
|
|
—
|
|
|
52
|
|
|
5
|
|
||||
Tax effects reclassified to retained earnings
|
(103
|
)
|
|
—
|
|
|
(99
|
)
|
|
(4
|
)
|
||||
Balance at September 30, 2018
|
$
|
(1,909
|
)
|
|
$
|
(1,162
|
)
|
|
$
|
(729
|
)
|
|
$
|
(17
|
)
|
(Millions of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Benefit Plans
|
|
|
|
|
|
||||||
Income tax (provision) benefit for net gains (losses) recorded in other comprehensive income
|
$
|
(19
|
)
|
|
$
|
(60
|
)
|
|
$
|
79
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Average common shares outstanding
|
258,354
|
|
|
218,943
|
|
|
212,702
|
|
Dilutive share equivalents from share-based plans (a) (b)
|
6,267
|
|
|
4,645
|
|
|
4,834
|
|
Average common and common equivalent shares outstanding — assuming dilution
|
264,621
|
|
|
223,588
|
|
|
217,536
|
|
(a)
|
For the years ended
September 30, 2018
and
2017
, dilutive share equivalents associated with mandatory convertible preferred stock of
12 million
and
5 million
, respectively, were excluded from the diluted shares outstanding calculation because the result would have been antidilutive. The issuance of the convertible preferred stock is further discussed in Note
3
. For the years ended
September 30, 2018
,
2017
and
2016
, there were
no
options to purchase shares of common stock which were excluded from the diluted earnings per share calculation.
|
(b)
|
The adjustment to calculate diluted share equivalents from share-based plans in 2016 included excess tax benefits relating to share-based compensation awards. Upon the Company's adoption, as discussed in Note
2
, of new accounting requirements relating to share-based compensation award-related income tax effects, the adjustments in
2018
and
2017
excluded these excess tax benefits.
|
Organizational Unit
|
|
Principal Product Lines
|
Medication Delivery Solutions
|
|
Peripheral IV catheters (conventional, safety), advanced peripheral catheters (guidewire assisted peripherally inserted venous catheters, midline catheters, port access), centeral lines (peripherally inserted centeral catheters), acute dialysis catheters; vascular access technology (ultrasonic imaging); vascular care (lock solutions, prefilled flush syringes, disinfecting caps); vascular preparation (skin antiseptics, dressings, securement); needle-free IV connectors and extensions sets, IV fluids; closed-system drug transfer devices, hazardous drug detection; conventional and safety hypodermic syringes and needles, anesthesia needles (spinal, epidural) and trays; enteral syringes, sharps disposal systems.
|
Medication Management Solutions
|
|
Intravenous medication safety and infusion therapy delivery systems, including infusion pumps and dedicated disposables; medication compounding workflow systems; automated medication dispensing; automated supply management systems; medication inventory optimization and tracking systems; and analytics related to all the above products.
|
Diabetes Care
|
|
Syringes, pen needles and other products related to the injection or infusion of insulin and other drugs used in the treatment of diabetes.
|
Pharmaceutical Systems
|
|
Prefillable drug delivery systems - prefillable syringes, safety, shielding and self-injection systems - provided to pharmaceutical companies for use as containers for injectable pharmaceutical products, which are then placed on the market as drug/device combinations.
|
Organizational Unit
|
|
Principal Product Lines
|
Preanalytical Systems
|
|
Integrated systems for specimen collection; safety-engineered blood collection products and systems.
|
Diagnostic Systems
|
|
Automated blood culturing and tuberculosis culturing systems; molecular testing systems for infectious diseases and women’s health; microorganism identification and drug susceptibility systems; liquid-based cytology systems for cervical cancer screening; rapid diagnostic assays; microbiology laboratory automation; and plated media.
|
Biosciences
|
|
Fluorescence-activated cell sorters and analyzers; monoclonal antibodies and kits for performing cell analysis; reagent systems for life science research; bench-side solutions for high-throughput targeted single-cell gene expression and RNA-Seq analysis; molecular indexing and next-generation sequencing sample preparation for genomics research; and clinical oncology, immunological (HIV) and transplantation diagnostic/monitoring reagents and analyzers.
|
Organizational Unit
|
|
Principal Product Lines
|
Surgery
|
|
Hernia and soft tissue repair, biological grafts, bioresorbable grafts, biosurgery, and other surgical products; BD ChloraPrep™ surgical infection prevention products, thoracic and abdominal drainage products and V. Mueller™ surgical & laparoscopic instrumentation products, which are products previously included within the former Medication and Procedural Solutions unit of BD Medical.
|
Peripheral Intervention
|
|
Percutaneous transluminal angioplasty (“PTA”) balloon catheters, peripheral vascular stents, self-expanding and balloon-expandable stent grafts, vascular grafts, drug coated balloons, ports, biopsy, chronic dialysis, feeding, IVC filters, endovascular fistula creation devices and drainage products.
|
Urology and Critical Care
|
|
Urological drainage products, intermittent catheters, urinary and fecal management devices, kidney stone management devices, and Targeted Temperature Management.
|
(Millions of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues (a)
|
|
|
|
|
|
||||||
Medical (b)
|
$
|
8,616
|
|
|
$
|
7,419
|
|
|
$
|
7,965
|
|
Life Sciences
|
4,330
|
|
|
3,988
|
|
|
3,829
|
|
|||
Interventional (b)
|
3,037
|
|
|
685
|
|
|
689
|
|
|||
Total Revenues
|
$
|
15,983
|
|
|
$
|
12,093
|
|
|
$
|
12,483
|
|
Income Before Income Taxes
|
|
|
|
|
|
||||||
Medical (b) (c) (d)
|
$
|
2,624
|
|
|
$
|
1,907
|
|
|
$
|
1,807
|
|
Life Sciences (e)
|
1,207
|
|
|
772
|
|
|
793
|
|
|||
Interventional (b) (c)
|
306
|
|
|
248
|
|
|
245
|
|
|||
Total Segment Operating Income
|
4,137
|
|
|
2,927
|
|
|
2,845
|
|
|||
Acquisitions and other restructurings
|
(744
|
)
|
|
(354
|
)
|
|
(728
|
)
|
|||
Net interest expense
|
(641
|
)
|
|
(445
|
)
|
|
(367
|
)
|
|||
Other unallocated items (f)
|
(1,578
|
)
|
|
(1,152
|
)
|
|
(676
|
)
|
|||
Total Income Before Income Taxes
|
$
|
1,173
|
|
|
$
|
976
|
|
|
$
|
1,074
|
|
Assets
|
|
|
|
|
|
||||||
Medical (b)
|
$
|
23,493
|
|
|
$
|
15,552
|
|
|
$
|
16,370
|
|
Life Sciences
|
4,225
|
|
|
4,056
|
|
|
3,848
|
|
|||
Interventional (b)
|
23,219
|
|
|
2,780
|
|
|
2,784
|
|
|||
Total Segment Assets
|
50,938
|
|
|
22,388
|
|
|
23,002
|
|
|||
Corporate and All Other (g)
|
2,966
|
|
|
15,347
|
|
|
2,584
|
|
|||
Total Assets
|
$
|
53,904
|
|
|
$
|
37,734
|
|
|
$
|
25,586
|
|
Capital Expenditures
|
|
|
|
|
|
||||||
Medical (b)
|
$
|
560
|
|
|
$
|
486
|
|
|
$
|
464
|
|
Life Sciences
|
255
|
|
|
212
|
|
|
200
|
|
|||
Interventional (b)
|
65
|
|
|
16
|
|
|
18
|
|
|||
Corporate and All Other
|
14
|
|
|
13
|
|
|
12
|
|
|||
Total Capital Expenditures
|
$
|
895
|
|
|
$
|
727
|
|
|
$
|
693
|
|
Depreciation and Amortization
|
|
|
|
|
|
||||||
Medical (b)
|
$
|
1,028
|
|
|
$
|
773
|
|
|
$
|
801
|
|
Life Sciences
|
275
|
|
|
254
|
|
|
254
|
|
|||
Interventional (b)
|
658
|
|
|
52
|
|
|
56
|
|
|||
Corporate and All Other
|
17
|
|
|
10
|
|
|
3
|
|
|||
Total Depreciation and Amortization
|
$
|
1,978
|
|
|
$
|
1,088
|
|
|
$
|
1,114
|
|
(Millions of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
|
|
|
|
|
||||||
United States
|
$
|
8,768
|
|
|
$
|
6,504
|
|
|
$
|
6,893
|
|
Europe
|
3,298
|
|
|
2,588
|
|
|
2,674
|
|
|||
Greater Asia
|
2,460
|
|
|
1,744
|
|
|
1,692
|
|
|||
Other
|
1,457
|
|
|
1,257
|
|
|
1,225
|
|
|||
|
$
|
15,983
|
|
|
$
|
12,093
|
|
|
$
|
12,483
|
|
Long-Lived Assets
|
|
|
|
|
|
||||||
United States
|
$
|
38,982
|
|
|
$
|
13,151
|
|
|
$
|
14,075
|
|
Europe
|
5,640
|
|
|
4,421
|
|
|
3,747
|
|
|||
Greater Asia
|
851
|
|
|
578
|
|
|
586
|
|
|||
Other
|
645
|
|
|
584
|
|
|
483
|
|
|||
Corporate
|
375
|
|
|
366
|
|
|
329
|
|
|||
|
$
|
46,494
|
|
|
$
|
19,101
|
|
|
$
|
19,220
|
|
(Millions of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Cost of products sold
|
$
|
36
|
|
|
$
|
30
|
|
|
$
|
29
|
|
Selling and administrative expense
|
136
|
|
|
113
|
|
|
106
|
|
|||
Research and development expense
|
29
|
|
|
24
|
|
|
22
|
|
|||
Acquisitions and other restructurings
|
130
|
|
|
10
|
|
|
39
|
|
|||
|
$
|
332
|
|
|
$
|
177
|
|
|
$
|
196
|
|
|
|
|
|
|
|
||||||
Tax benefit associated with share-based compensation costs recognized
|
$
|
79
|
|
|
$
|
61
|
|
|
$
|
69
|
|
|
2018
|
|
2017
|
|
2016
|
Risk-free interest rate
|
2.32%
|
|
2.33%
|
|
2.17%
|
Expected volatility
|
19.0%
|
|
20.0%
|
|
19.0%
|
Expected dividend yield
|
1.33%
|
|
1.71%
|
|
1.76%
|
Expected life
|
7.4 years
|
|
7.5 years
|
|
7.6 years
|
Fair value derived
|
$46.10
|
|
$33.81
|
|
$27.69
|
|
SARs (in
thousands)
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual Term
(Years)
|
|
Aggregate
Intrinsic
Value
(Millions
of dollars)
|
|||||
Balance at October 1
|
6,466
|
|
|
$
|
117.94
|
|
|
|
|
|
||
Granted
|
4,295
|
|
|
123.97
|
|
|
|
|
|
|||
Exercised
|
(2,511
|
)
|
|
98.67
|
|
|
|
|
|
|||
Forfeited, canceled or expired
|
(264
|
)
|
|
163.69
|
|
|
|
|
|
|||
Balance at September 30
|
7,986
|
|
|
$
|
125.73
|
|
|
5.88
|
|
$
|
1,080
|
|
Vested and expected to vest at September 30
|
7,732
|
|
|
$
|
124.10
|
|
|
5.81
|
|
$
|
1,059
|
|
Exercisable at September 30
|
5,450
|
|
|
$
|
102.66
|
|
|
4.90
|
|
$
|
863
|
|
(Millions of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Total intrinsic value of SARs exercised
|
$
|
333
|
|
|
$
|
148
|
|
|
$
|
148
|
|
Tax benefit realized from SAR exercises
|
$
|
90
|
|
|
$
|
53
|
|
|
$
|
52
|
|
Total fair value of SARs vested
|
$
|
107
|
|
|
$
|
30
|
|
|
$
|
24
|
|
|
Performance-Based
|
|
Time-Vested
|
|||||||||||
|
Stock Units (in
thousands)
|
|
|
Weighted
Average Grant
Date Fair Value
|
|
Stock Units (in
thousands)
|
|
Weighted
Average Grant
Date Fair Value
|
||||||
Balance at October 1
|
1,080
|
|
|
|
$
|
161.64
|
|
|
2,136
|
|
|
$
|
142.06
|
|
Granted
|
338
|
|
|
|
251.75
|
|
|
2,903
|
|
|
216.06
|
|
||
Distributed
|
(119
|
)
|
|
|
156.65
|
|
|
(1,368
|
)
|
|
167.86
|
|
||
Forfeited or canceled
|
(267
|
)
|
|
|
173.67
|
|
|
(906
|
)
|
|
178.87
|
|
||
Balance at September 30
|
1,032
|
|
(a)
|
|
$
|
190.57
|
|
|
2,765
|
|
|
$
|
194.92
|
|
Expected to vest at September 30
|
548
|
|
(b)
|
|
$
|
192.35
|
|
|
2,585
|
|
|
$
|
193.90
|
|
(a)
|
Based on
200%
of target payout.
|
(b)
|
Net of expected forfeited units and units in excess of the expected performance payout of
64 thousand
and
420 thousand
shares, respectively.
|
|
Performance-Based
|
|
Time-Vested
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Weighted average grant date fair value of units granted
|
$
|
251.75
|
|
|
$
|
174.92
|
|
|
$
|
153.73
|
|
|
$
|
216.06
|
|
|
$
|
165.96
|
|
|
$
|
145.57
|
|
|
Performance-Based
|
|
Time-Vested
|
||||||||||||||||||||
(Millions of dollars)
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Total fair value of units vested
|
$
|
31
|
|
|
$
|
32
|
|
|
$
|
22
|
|
|
$
|
362
|
|
|
$
|
139
|
|
|
$
|
114
|
|
|
Pension Plans
|
||||||||||
(Millions of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Service cost
|
$
|
136
|
|
|
$
|
110
|
|
|
$
|
81
|
|
Interest cost
|
90
|
|
|
61
|
|
|
72
|
|
|||
Expected return on plan assets
|
(154
|
)
|
|
(112
|
)
|
|
(109
|
)
|
|||
Amortization of prior service credit
|
(13
|
)
|
|
(14
|
)
|
|
(15
|
)
|
|||
Amortization of loss
|
78
|
|
|
92
|
|
|
77
|
|
|||
Settlements
|
2
|
|
|
—
|
|
|
7
|
|
|||
Net pension cost
|
$
|
137
|
|
|
$
|
138
|
|
|
$
|
113
|
|
|
|
|
|
|
|
||||||
Net pension cost included in the preceding table that is attributable to international plans
|
$
|
34
|
|
|
$
|
43
|
|
|
$
|
35
|
|
|
Pension Plans
|
||||||
(Millions of dollars)
|
2018
|
|
2017
|
||||
Change in benefit obligation:
|
|
|
|
||||
Beginning obligation
|
$
|
2,647
|
|
|
$
|
2,719
|
|
Service cost
|
136
|
|
|
110
|
|
||
Interest cost
|
90
|
|
|
61
|
|
||
Plan amendments
|
—
|
|
|
(1
|
)
|
||
Benefits paid
|
(162
|
)
|
|
(123
|
)
|
||
Impact of acquisitions (divestitures)
|
758
|
|
|
(19
|
)
|
||
Actuarial gain
|
(82
|
)
|
|
(134
|
)
|
||
Settlements
|
(122
|
)
|
|
(1
|
)
|
||
Other, includes translation
|
(19
|
)
|
|
36
|
|
||
Benefit obligation at September 30
|
$
|
3,246
|
|
|
$
|
2,647
|
|
Change in fair value of plan assets:
|
|
|
|
||||
Beginning fair value
|
$
|
1,932
|
|
|
$
|
1,855
|
|
Actual return on plan assets
|
70
|
|
|
134
|
|
||
Employer contribution
|
400
|
|
|
54
|
|
||
Benefits paid
|
(162
|
)
|
|
(123
|
)
|
||
Impact of acquisitions (divestitures)
|
539
|
|
|
(13
|
)
|
||
Settlements
|
(122
|
)
|
|
(1
|
)
|
||
Other, includes translation
|
(15
|
)
|
|
26
|
|
||
Plan assets at September 30
|
$
|
2,642
|
|
|
$
|
1,932
|
|
Funded Status at September 30:
|
|
|
|
||||
Unfunded benefit obligation
|
$
|
(604
|
)
|
|
$
|
(715
|
)
|
Amounts recognized in the Consolidated Balance
Sheets at September 30:
|
|
|
|
||||
Other
|
$
|
15
|
|
|
$
|
9
|
|
Salaries, wages and related items
|
(15
|
)
|
|
(17
|
)
|
||
Long-term Employee Benefit Obligations
|
(604
|
)
|
|
(707
|
)
|
||
Net amount recognized
|
$
|
(604
|
)
|
|
$
|
(715
|
)
|
Amounts recognized in Accumulated other
comprehensive income (loss) before income taxes at September 30:
|
|
|
|
||||
Prior service credit
|
$
|
60
|
|
|
$
|
74
|
|
Net actuarial loss
|
(982
|
)
|
|
(1,065
|
)
|
||
Net amount recognized
|
$
|
(921
|
)
|
|
$
|
(991
|
)
|
|
Accumulated Benefit
Obligation Exceeds the
Fair Value of Plan Assets
|
|
Projected Benefit
Obligation Exceeds the
Fair Value of Plan Assets
|
||||||||||||
(Millions of dollars)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Projected benefit obligation
|
$
|
2,618
|
|
|
$
|
2,551
|
|
|
$
|
3,121
|
|
|
$
|
2,613
|
|
Accumulated benefit obligation
|
$
|
2,533
|
|
|
$
|
2,470
|
|
|
|
|
|
||||
Fair value of plan assets
|
$
|
2,012
|
|
|
$
|
1,833
|
|
|
$
|
2,502
|
|
|
$
|
1,889
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Net Cost
|
|
|
|
|
|
|||
Discount rate:
|
|
|
|
|
|
|||
U.S. plans (a)
|
3.71
|
%
|
|
3.42
|
%
|
|
4.15
|
%
|
International plans
|
2.30
|
|
|
1.70
|
|
|
2.84
|
|
Expected return on plan assets:
|
|
|
|
|
|
|||
U.S. plans
|
7.20
|
|
|
7.25
|
|
|
7.50
|
|
International plans
|
4.95
|
|
|
4.65
|
|
|
5.02
|
|
Rate of compensation increase:
|
|
|
|
|
|
|||
U.S. plans
|
4.51
|
|
|
4.25
|
|
|
4.25
|
|
International plans
|
2.31
|
|
|
2.33
|
|
|
2.33
|
|
Benefit Obligation
|
|
|
|
|
|
|||
Discount rate:
|
|
|
|
|
|
|||
U.S. plans
|
4.26
|
|
|
3.72
|
|
|
3.42
|
|
International plans
|
2.30
|
|
|
2.25
|
|
|
1.70
|
|
Rate of compensation increase:
|
|
|
|
|
|
|||
U.S. plans
|
4.29
|
|
|
4.51
|
|
|
4.25
|
|
International plans
|
2.36
|
|
|
2.30
|
|
|
2.33
|
|
(a)
|
The Company calculated the service and interest components utilizing an approach that discounts the individual expected cash flows using the applicable spot rates derived from the yield curve over the projected cash flow period.
|
(Millions of dollars)
|
Pension
Plans
|
|
Other
Postretirement
Benefits
|
||||
2019
|
$
|
213
|
|
|
$
|
14
|
|
2020
|
202
|
|
|
14
|
|
||
2021
|
208
|
|
|
13
|
|
||
2022
|
209
|
|
|
13
|
|
||
2023
|
214
|
|
|
12
|
|
||
2024-2028
|
1,096
|
|
|
54
|
|
(Millions of dollars)
|
Total U.S.
Plan Asset Balances |
|
Investments Measured at Net Asset Value (a)
|
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||||||
Fixed Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Mortgage and asset-backed securities
|
$
|
28
|
|
|
$
|
155
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
155
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate bonds
|
484
|
|
|
232
|
|
|
—
|
|
|
—
|
|
|
101
|
|
|
89
|
|
|
383
|
|
|
144
|
|
|
—
|
|
|
—
|
|
||||||||||
Government and agency-U.S.
|
257
|
|
|
107
|
|
|
—
|
|
|
—
|
|
|
199
|
|
|
83
|
|
|
57
|
|
|
25
|
|
|
—
|
|
|
—
|
|
||||||||||
Government and agency-Foreign
|
122
|
|
|
98
|
|
|
8
|
|
|
12
|
|
|
85
|
|
|
63
|
|
|
28
|
|
|
22
|
|
|
—
|
|
|
—
|
|
||||||||||
Equity securities
|
536
|
|
|
369
|
|
|
360
|
|
|
307
|
|
|
176
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Cash and cash equivalents
|
39
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Other
|
356
|
|
|
252
|
|
|
356
|
|
|
217
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Fair value of plan assets
|
$
|
1,821
|
|
|
$
|
1,254
|
|
|
$
|
724
|
|
|
$
|
537
|
|
|
$
|
600
|
|
|
$
|
371
|
|
|
$
|
497
|
|
|
$
|
346
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
As per applicable disclosure requirements, certain investments that were measured at net asset value per share or its equivalent have not been categorized within the fair value hierarchy. Values of such assets are based on the corroborated net asset value provided by the fund administrator.
|
(Millions of dollars)
|
Total International
Plan Asset
Balances
|
|
Investments Measured at Net Asset Value (a)
|
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable
Inputs (Level 3)
|
||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||||||
Fixed Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Corporate bonds
|
$
|
28
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Government and agency-U.S.
|
6
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||||||||
Government and agency-Foreign
|
150
|
|
|
127
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|
83
|
|
|
46
|
|
|
45
|
|
|
—
|
|
|
—
|
|
||||||||||
Other fixed income
|
96
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
57
|
|
|
33
|
|
|
7
|
|
|
—
|
|
|
—
|
|
||||||||||
Equity securities
|
314
|
|
|
256
|
|
|
15
|
|
|
13
|
|
|
299
|
|
|
242
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Cash and cash equivalents
|
9
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Real estate
|
30
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
26
|
|
|
—
|
|
|
—
|
|
||||||||||
Insurance contracts
|
114
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
114
|
|
|
98
|
|
||||||||||
Other
|
74
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
47
|
|
|
20
|
|
|
15
|
|
|
—
|
|
|
—
|
|
||||||||||
Fair value of plan assets
|
$
|
821
|
|
|
$
|
678
|
|
|
$
|
15
|
|
|
$
|
13
|
|
|
$
|
546
|
|
|
$
|
459
|
|
|
$
|
146
|
|
|
$
|
108
|
|
|
$
|
114
|
|
|
$
|
98
|
|
(a)
|
As per applicable disclosure requirements, certain investments that were measured at net asset value per share or its equivalent have not been categorized within the fair value hierarchy. Values of such assets are based on the corroborated net asset value provided by the fund administrator.
|
(Millions of dollars)
|
Insurance
Contracts
|
||
Balance at September 30, 2016
|
$
|
102
|
|
Actual return on plan assets:
|
|
||
Relating to assets held at September 30, 2016
|
1
|
|
|
Purchases, sales and settlements, net
|
(11
|
)
|
|
Transfers in from other categories
|
1
|
|
|
Exchange rate changes
|
4
|
|
|
Balance at September 30, 2017
|
$
|
98
|
|
Actual return on plan assets:
|
|
||
Relating to assets held at September 30, 2017
|
2
|
|
|
Purchases, sales and settlements, net
|
15
|
|
|
Transfers in from other categories
|
1
|
|
|
Exchange rate changes
|
(2
|
)
|
|
Balance at September 30, 2018
|
$
|
114
|
|
|
Employee Termination
|
|
Other
|
|
Total
|
||||||||||||||||||
(Millions of dollars)
|
Bard
|
|
CareFusion/Other Initiatives (a)
|
|
Bard (b)
|
|
CareFusion/Other Initiatives (c)
|
|
Bard
|
|
CareFusion/Other Initiatives
|
||||||||||||
Balance at September 30, 2015
|
$
|
—
|
|
|
$
|
62
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62
|
|
Charged to expense
|
—
|
|
|
81
|
|
|
—
|
|
|
445
|
|
|
—
|
|
|
526
|
|
||||||
Cash payments
|
—
|
|
|
(76
|
)
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
|
(148
|
)
|
||||||
Non-cash settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
||||||
Other adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(332
|
)
|
|
—
|
|
|
(332
|
)
|
||||||
Balance at September 30, 2016
|
$
|
—
|
|
|
$
|
67
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
69
|
|
Charged to expense
|
—
|
|
|
27
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
85
|
|
||||||
Cash payments
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(57
|
)
|
||||||
Non-cash settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
||||||
Other adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
(33
|
)
|
||||||
Balance at September 30, 2017
|
$
|
—
|
|
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
55
|
|
Charged to expense
|
136
|
|
|
30
|
|
|
156
|
|
|
22
|
|
|
292
|
|
|
52
|
|
||||||
Cash payments
|
(103
|
)
|
|
(56
|
)
|
|
(3
|
)
|
|
(23
|
)
|
|
(106
|
)
|
|
(79
|
)
|
||||||
Non-cash settlements
|
—
|
|
|
—
|
|
|
(153
|
)
|
|
(1
|
)
|
|
(153
|
)
|
|
(1
|
)
|
||||||
Other adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at September 30, 2018
|
$
|
33
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
33
|
|
|
$
|
27
|
|
(a)
|
Expenses in fiscal year 2016 included
$40 million
relating to the CareFusion acquisition as well as
$13 million
for employee termination costs resulting from the Company's transition of certain elements of its information technology function to an outsourced model as further disclosed below.
|
(b)
|
Expenses in 2018 represented the cost associated with the conversion of certain pre-acquisition equity awards of Bard to BD equity awards as well as costs relating to Bard’s pension plan, partially offset by a gain on the sale of the Company's soft tissue core needle biopsy product line which was recorded in the second quarter of fiscal year 2018.
|
(c)
|
Expenses in 2016 included
$214 million
non-cash charge to recognize the impairment of capitalized internal-use software assets held for sale upon the Company’s decision to transition certain business information systems assets to a third party. Expenses in 2016 also included non-cash impairment charges of
$81 million
, after-tax, relating to the Company's disposition of certain non-core businesses, including the Company's sale of a majority interest in its Respiratory Solutions business during the first quarter of fiscal year 2017, which is further discussed in Note
10
.
|
|
2018
|
|
2017
|
||||||||||||
(Millions of dollars)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortized intangible assets
|
|
|
|
|
|
|
|
||||||||
Developed technology
|
$
|
13,966
|
|
|
$
|
1,782
|
|
|
$
|
3,508
|
|
|
$
|
1,029
|
|
Customer relationships
|
4,584
|
|
|
861
|
|
|
3,393
|
|
|
564
|
|
||||
Product rights
|
121
|
|
|
58
|
|
|
131
|
|
|
54
|
|
||||
Trademarks
|
407
|
|
|
84
|
|
|
408
|
|
|
65
|
|
||||
Patents and other
|
397
|
|
|
288
|
|
|
370
|
|
|
274
|
|
||||
Amortized intangible assets
|
$
|
19,475
|
|
|
$
|
3,073
|
|
|
$
|
7,811
|
|
|
$
|
1,986
|
|
|
|
|
|
|
|
|
|
||||||||
Unamortized intangible assets
|
|
|
|
|
|
|
|
||||||||
Acquired in-process research and development
|
$
|
37
|
|
|
|
|
$
|
67
|
|
|
|
||||
Trademarks
|
2
|
|
|
|
|
2
|
|
|
|
||||||
Unamortized intangible assets
|
$
|
39
|
|
|
|
|
$
|
69
|
|
|
|
(Millions of dollars)
|
Medical
|
|
Life Sciences
|
|
Interventional
|
|
Total
|
||||||||
Goodwill as of September 30, 2016
|
$
|
6,688
|
|
|
$
|
731
|
|
|
$
|
—
|
|
|
$
|
7,419
|
|
Acquisitions (a)
|
119
|
|
|
24
|
|
|
—
|
|
|
143
|
|
||||
Divestiture (b)
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
||||
Purchase accounting adjustments
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Currency translation
|
16
|
|
|
6
|
|
|
—
|
|
|
22
|
|
||||
Goodwill as of September 30, 2017
|
$
|
6,802
|
|
|
$
|
761
|
|
|
$
|
—
|
|
|
$
|
7,563
|
|
Acquisitions (c)
|
3,923
|
|
|
76
|
|
|
11,218
|
|
|
15,217
|
|
||||
Divestiture (b)
|
—
|
|
|
(59
|
)
|
|
(57
|
)
|
|
(116
|
)
|
||||
Reallocation of goodwill for change in segment and reporting unit composition (d)
|
(877
|
)
|
|
—
|
|
|
877
|
|
|
—
|
|
||||
Purchase accounting adjustments (e)
|
228
|
|
|
(2
|
)
|
|
732
|
|
|
959
|
|
||||
Currency translation
|
(22
|
)
|
|
(2
|
)
|
|
—
|
|
|
(24
|
)
|
||||
Goodwill as of September 30, 2018
|
$
|
10,054
|
|
|
$
|
775
|
|
|
$
|
12,771
|
|
|
$
|
23,600
|
|
(a)
|
Represents goodwill recognized relative to certain acquisitions which were not material individually or in the aggregate.
|
(b)
|
Represents goodwill derecognized upon the Company's sale of certain businesses, as further discussed in Note
10
.
|
(c)
|
Represents goodwill primarily recognized upon the Company's acquisition of Bard in fiscal year 2018, which is further discussed in Note
9
. Also includes goodwill recognized relative to certain acquisitions which were not material individually or in the aggregate.
|
(d)
|
Represents the reassignment of goodwill, determined based upon a relative fair value allocation approach, associated with the movement of certain product offerings which were previously reported in the Medical segment and which are now reported in the Interventional segment as further discussed in Note
6
.
|
(e)
|
The purchase accounting adjustments increasing goodwill were primarily driven by the valuation of Bard developed technology assets, the associated deferred tax liability changes, increases to legal reserves and the alignment of the combined organization's accounting policies with respect to accrued liabilities and other accounts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Millions of dollars)
|
|
|
2018
|
|
2017
|
||||
Current portion of long-term debt
|
|
|
|
|
|
||||
2.133% Notes due June 6, 2019
|
|
|
724
|
|
|
—
|
|
||
0.368% Notes due June 6, 2019
|
(a)
|
|
1,157
|
|
|
—
|
|
||
4.900% Notes due April 15, 2018
|
|
|
—
|
|
|
200
|
|
||
Term Loan Facility due September 5, 2019
|
(b)
|
|
710
|
|
|
—
|
|
||
Other
|
|
|
10
|
|
|
3
|
|
||
Total short-term debt
|
|
|
$
|
2,601
|
|
|
$
|
203
|
|
(a)
|
Includes notes issued during fiscal year 2018, as further discussed below.
|
(b)
|
Term loan facility entered into during the fourth quarter of fiscal year 2018, as further discussed below.
|
(Millions of dollars)
|
|
|
2018
|
|
2017
|
||||
2.133% Notes due June 6, 2019
|
|
|
$
|
—
|
|
|
$
|
723
|
|
0.368% Notes due June 6, 2019
|
|
|
—
|
|
|
823
|
|
||
2.675% Notes due December 15, 2019
|
|
|
1,123
|
|
|
1,121
|
|
||
2.404% Notes due June 5, 2020
|
|
|
998
|
|
|
996
|
|
||
3.250% Notes due November 12, 2020
|
|
|
699
|
|
|
698
|
|
||
Floating Rate Notes due December 29, 2020
|
(a)
|
|
996
|
|
|
—
|
|
||
3.125% Notes due November 8, 2021
|
|
|
990
|
|
|
1,003
|
|
||
2.894% Notes due June 6, 2022
|
|
|
1,793
|
|
|
1,791
|
|
||
Floating Rate Notes due June 6, 2022
|
|
|
498
|
|
|
497
|
|
||
1.000% Notes due December 15, 2022
|
|
|
576
|
|
|
586
|
|
||
3.300% Notes due March 1, 2023
|
|
|
296
|
|
|
296
|
|
||
1.401% Notes due May 24, 2023
|
(a)
|
|
346
|
|
|
—
|
|
||
3.875% Notes due May 15, 2024
|
|
|
182
|
|
|
182
|
|
||
3.363% Notes due June 6, 2024
|
|
|
1,738
|
|
|
1,736
|
|
||
3.734% Notes due December 15, 2024
|
|
|
1,368
|
|
|
1,367
|
|
||
3.020% Notes due May 24, 2025
|
(a)
|
|
324
|
|
|
—
|
|
||
6.700% Notes due December 1, 2026
|
(b)
|
|
177
|
|
|
—
|
|
||
1.900% Notes due December 15, 2026
|
|
|
575
|
|
|
585
|
|
||
3.700% Notes due June 6, 2027
|
|
|
2,383
|
|
|
2,381
|
|
||
7.000% Debentures due August 1, 2027
|
|
|
156
|
|
|
166
|
|
||
6.700% Debentures due August 1, 2028
|
|
|
154
|
|
|
164
|
|
||
6.000% Notes due May 15, 2039
|
|
|
246
|
|
|
246
|
|
||
5.000% Notes due November 12, 2040
|
|
|
296
|
|
|
296
|
|
||
4.875% Notes due May 15, 2044
|
|
|
331
|
|
|
331
|
|
||
4.685% Notes due December 15, 2044
|
|
|
1,159
|
|
|
1,189
|
|
||
4.669% Notes due June 6, 2047
|
|
|
1,484
|
|
|
1,484
|
|
||
Other long-term debt
|
|
|
8
|
|
|
3
|
|
||
Total Long-Term Debt
|
|
|
$
|
18,894
|
|
|
$
|
18,667
|
|
(a)
|
Includes notes issued during fiscal year 2018, as further discussed below.
|
(b)
|
Includes notes assumed in connection with the Company's acquisition of Bard, as further discussed below.
|
(Millions of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Charged to operations
|
$
|
706
|
|
|
$
|
521
|
|
|
$
|
388
|
|
Capitalized
|
42
|
|
|
32
|
|
|
30
|
|
|||
Total interest costs
|
$
|
748
|
|
|
$
|
553
|
|
|
$
|
418
|
|
Interest paid, net of amounts capitalized
|
$
|
674
|
|
|
$
|
435
|
|
|
$
|
392
|
|
(Millions of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
665
|
|
|
$
|
(230
|
)
|
|
$
|
312
|
|
State and local, including Puerto Rico
|
73
|
|
|
(20
|
)
|
|
17
|
|
|||
Foreign
|
387
|
|
|
200
|
|
|
286
|
|
|||
|
$
|
1,124
|
|
|
$
|
(50
|
)
|
|
$
|
616
|
|
Deferred:
|
|
|
|
|
|
||||||
Domestic
|
$
|
(201
|
)
|
|
$
|
(64
|
)
|
|
$
|
(441
|
)
|
Foreign
|
(61
|
)
|
|
(10
|
)
|
|
(78
|
)
|
|||
|
(262
|
)
|
|
(74
|
)
|
|
(519
|
)
|
|||
Income tax provision (benefit)
|
$
|
862
|
|
|
$
|
(124
|
)
|
|
$
|
97
|
|
(Millions of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Domestic, including Puerto Rico
|
$
|
(135
|
)
|
|
$
|
(386
|
)
|
|
$
|
(232
|
)
|
Foreign
|
1,308
|
|
|
1,362
|
|
|
1,306
|
|
|||
Income Before Income Taxes
|
$
|
1,173
|
|
|
$
|
976
|
|
|
$
|
1,074
|
|
(Millions of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at October 1
|
$
|
349
|
|
|
$
|
469
|
|
|
$
|
593
|
|
Increase due to acquisitions
|
140
|
|
|
—
|
|
|
—
|
|
|||
Increase due to current year tax positions
|
43
|
|
|
41
|
|
|
81
|
|
|||
Increase due to prior year tax positions
|
43
|
|
|
19
|
|
|
10
|
|
|||
Decreases due to prior year tax positions
|
—
|
|
|
(30
|
)
|
|
(3
|
)
|
|||
Decrease due to settlements with tax authorities
|
(29
|
)
|
|
(145
|
)
|
|
(147
|
)
|
|||
Decrease due to lapse of statute of limitations
|
(3
|
)
|
|
(5
|
)
|
|
(65
|
)
|
|||
Balance at September 30
|
$
|
543
|
|
|
$
|
349
|
|
|
$
|
469
|
|
|
2018
|
|
2017
|
||||||||||||
(Millions of dollars)
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Compensation and benefits
|
$
|
458
|
|
|
$
|
—
|
|
|
$
|
618
|
|
|
$
|
—
|
|
Property and equipment
|
—
|
|
|
253
|
|
|
—
|
|
|
244
|
|
||||
Intangibles
|
—
|
|
|
2,948
|
|
|
—
|
|
|
1,584
|
|
||||
Loss and credit carryforwards
|
1,290
|
|
|
—
|
|
|
1,098
|
|
|
—
|
|
||||
Other
|
707
|
|
|
384
|
|
|
531
|
|
|
164
|
|
||||
|
2,455
|
|
|
3,585
|
|
|
2,247
|
|
|
1,992
|
|
||||
Valuation allowance
|
(1,181
|
)
|
|
—
|
|
|
(1,032
|
)
|
|
—
|
|
||||
Net (a)
|
$
|
1,275
|
|
|
$
|
3,585
|
|
|
$
|
1,216
|
|
|
$
|
1,992
|
|
(a)
|
Net deferred tax assets are included in
Other Assets
and net deferred tax liabilities are included in
Deferred Income Taxes and Other
on the consolidated balance sheets
.
|
|
2018
|
|
2017
|
|
2016
|
|||
Federal statutory tax rate
|
24.5
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
New U.S. tax legislation (see discussion above)
|
54.6
|
|
|
—
|
|
|
—
|
|
State and local income taxes, net of federal tax benefit
|
0.8
|
|
|
(2.6
|
)
|
|
1.5
|
|
Effect of foreign and Puerto Rico earnings and foreign tax credits
|
7.3
|
|
|
(40.8
|
)
|
|
(23.7
|
)
|
Effect of Research Credits and Domestic Production Activities
|
(2.8
|
)
|
|
(2.7
|
)
|
|
(4.4
|
)
|
Effect of change in accounting for excess tax benefit relating to share-based compensation (see Note 2)
|
(6.7
|
)
|
|
(7.9
|
)
|
|
—
|
|
Effect of gain on divestitures
|
1.3
|
|
|
—
|
|
|
—
|
|
Effect of uncertain tax position
|
3.3
|
|
|
—
|
|
|
—
|
|
Effect of valuation allowance release
|
(4.8
|
)
|
|
—
|
|
|
—
|
|
Effect of application for change in accounting method
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
Effect of nondeductible compensation
|
1.6
|
|
|
—
|
|
|
—
|
|
Other, net
|
(1.1
|
)
|
|
6.3
|
|
|
0.7
|
|
Effective income tax rate
|
73.5
|
%
|
|
(12.7
|
)%
|
|
9.1
|
%
|
(Millions of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Losses on debt extinguishment (a)
|
$
|
(16
|
)
|
|
$
|
(73
|
)
|
|
$
|
—
|
|
Vyaire Medical-related amounts (b)
|
288
|
|
|
(3
|
)
|
|
—
|
|
|||
Other equity investment income
|
8
|
|
|
3
|
|
|
8
|
|
|||
Losses on undesignated foreign exchange derivatives, net
|
(14
|
)
|
|
(11
|
)
|
|
(3
|
)
|
|||
Royalty income (c)
|
51
|
|
|
—
|
|
|
—
|
|
|||
Gains on previously held investments (d)
|
—
|
|
|
24
|
|
|
—
|
|
|||
Other
|
—
|
|
|
3
|
|
|
7
|
|
|||
Other income (expense), net
|
$
|
318
|
|
|
$
|
(57
|
)
|
|
$
|
11
|
|
(a)
|
Represents losses recognized upon our repurchase and extinguishment of certain senior notes, as further discussed in Note
15
.
|
(b)
|
Represents amounts related to the Company’s 2017 divestiture of a controlling interest in its former Respiratory Solutions business and the subsequent sale in 2018 of the remaining ownership interest. The amount in 2018 includes the gain on the sale of the remaining non-controlling interest and transition services agreement income, net of the Company's share of equity investee results. The amount in 2017 represents the Company’s share of equity investee results, net of transition services agreement income. Additional disclosures regarding these divestiture transactions are provided in Note
10
in the Notes to Consolidated Financial Statements.
|
(c)
|
Represents the royalty income stream acquired in the Bard transaction, net of non-cash purchase accounting amortization. The royalty income stream was previously reported by Bard as revenues.
|
(d)
|
Represents an acquisition-date accounting gain related to a previously-held equity method investment in an entity the Company acquired.
|
(Millions of dollars)
|
Allowance for
Doubtful
Accounts
|
|
Allowance for
Cash
Discounts
|
|
Total
|
||||||
Balance at September 30, 2015
|
$
|
53
|
|
|
$
|
9
|
|
|
$
|
62
|
|
Additions charged to costs and expenses
|
23
|
|
|
37
|
|
|
60
|
|
|||
Deductions and other
|
(14
|
)
|
(a)
|
(40
|
)
|
|
(55
|
)
|
|||
Balance at September 30, 2016
|
$
|
61
|
|
|
$
|
6
|
|
|
$
|
67
|
|
Additions charged to costs and expenses
|
25
|
|
|
43
|
|
|
68
|
|
|||
Deductions and other
|
(32
|
)
|
(a)
|
(45
|
)
|
|
(76
|
)
|
|||
Balance at September 30, 2017
|
$
|
54
|
|
|
$
|
4
|
|
|
$
|
58
|
|
Additions charged to costs and expenses
|
31
|
|
|
58
|
|
|
89
|
|
|||
Deductions and other
|
(11
|
)
|
(a)
|
(50
|
)
|
|
(61
|
)
|
|||
Balance at September 30, 2018
|
$
|
75
|
|
|
$
|
12
|
|
|
$
|
86
|
|
(a)
|
Accounts written off.
|
(Millions of dollars)
|
2018
|
|
2017
|
||||
Materials
|
$
|
510
|
|
|
$
|
313
|
|
Work in process
|
297
|
|
|
271
|
|
||
Finished products
|
1,644
|
|
|
1,234
|
|
||
|
$
|
2,451
|
|
|
$
|
1,818
|
|
(Millions of dollars)
|
2018
|
|
2017
|
||||
Land
|
$
|
173
|
|
|
$
|
146
|
|
Buildings
|
2,724
|
|
|
2,496
|
|
||
Machinery, equipment and fixtures
|
7,405
|
|
|
6,584
|
|
||
Leasehold improvements
|
182
|
|
|
163
|
|
||
|
10,485
|
|
|
9,389
|
|
||
Less accumulated depreciation and amortization
|
5,111
|
|
|
4,752
|
|
||
|
$
|
5,375
|
|
|
$
|
4,638
|
|
Millions of dollars, except per share amounts
|
|
2018
|
||||||||||||||||||
|
|
1
st
|
|
2
nd
|
|
3
rd
|
|
4
th
|
|
Year
|
||||||||||
Revenues
|
|
$
|
3,080
|
|
|
$
|
4,222
|
|
|
$
|
4,278
|
|
|
$
|
4,402
|
|
|
$
|
15,983
|
|
Gross Profit
|
|
1,550
|
|
|
1,604
|
|
|
2,017
|
|
|
2,091
|
|
|
7,262
|
|
|||||
Net (Loss) Income
|
|
(136
|
)
|
|
(12
|
)
|
|
594
|
|
|
(135
|
)
|
|
311
|
|
|||||
(Loss) earnings per Share: (a)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
(0.76
|
)
|
|
(0.19
|
)
|
|
2.08
|
|
|
(0.64
|
)
|
|
0.62
|
|
|||||
Diluted
|
|
(0.76
|
)
|
|
(0.19
|
)
|
|
2.03
|
|
|
(0.64
|
)
|
|
0.60
|
|
|
|
2017
|
||||||||||||||||||
|
|
1
st
|
|
2
nd
|
|
3
rd
|
|
4
th
|
|
Year
|
||||||||||
Revenues
|
|
$
|
2,922
|
|
|
$
|
2,969
|
|
|
$
|
3,035
|
|
|
$
|
3,166
|
|
|
$
|
12,093
|
|
Gross Profit
|
|
1,452
|
|
|
1,432
|
|
|
1,504
|
|
|
1,554
|
|
|
5,942
|
|
|||||
Net Income (Loss)
|
|
562
|
|
|
344
|
|
|
(132
|
)
|
|
327
|
|
|
1,100
|
|
|||||
Earnings (loss) per Share: (a)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
2.64
|
|
|
1.61
|
|
|
(0.75
|
)
|
|
1.27
|
|
|
4.70
|
|
|||||
Diluted
|
|
2.58
|
|
|
1.58
|
|
|
(0.75
|
)
|
|
1.24
|
|
|
4.60
|
|
(a)
|
Earnings per share amounts are calculated from the underlying whole-dollar amounts. The sums of basic and diluted earnings per share for the quarters of 2018 and 2017 do not equal year-to-date amounts due to the impacts of shares issued during these fiscal years, in connection with the Bard acquisition, on the weighted average common shares included in the calculations of basic and diluted earnings per share. Additional disclosures regarding shares issued related to the Bard acquisition are provided in Notes 3 and 9.
|
(a)(1)
|
Financial Statements
|
•
|
Reports of Independent Registered Public Accounting Firm
|
•
|
Consolidated Statements of Income — Years ended September 30,
2018
,
2017
and
2016
|
•
|
Consolidated Statements of Comprehensive Income — Years ended September 30,
2018
,
2017
and
2016
|
•
|
Consolidated Balance Sheets — September 30,
2018
and
2017
|
•
|
Consolidated Statements of Cash Flows — Years ended September 30,
2018
,
2017
and
2016
|
•
|
Notes to Consolidated Financial Statements
|
(2)
|
Financial Statement Schedules
|
(3)
|
Exhibits
|
|
|
|
|
|
By:
|
|
/s/ G
ARY
D
E
F
AZIO
|
|
|
|
Gary DeFazio
|
|
|
|
Senior Vice President and Corporate Secretary
|
|
|
|
Name
|
|
Capacity
|
|
|
|
|
|
|
David F. Melcher*
|
|
Director
|
|
|
|
|
|
|
Willard J. Overlock, Jr.*
|
|
Director
|
|
|
|
|
|
|
Claire Pomeroy*
|
|
Director
|
|
|
|
|
|
|
Rebecca W. Rimel*
|
|
Director
|
|
|
|
|
|
|
Timothy M. Ring*
|
|
Director
|
|
|
|
|
|
|
Bertram L. Scott*
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
*By:
|
/s/ G
ARY
D
E
F
AZIO
|
|
|
Gary DeFazio
|
|
|
Attorney-in-fact
|
Exhibit
Number
|
|
Description
|
|
Method of Filing
|
|
Agreement and Plan of Merger, dated as of April 23, 2017, among C.R. Bard, Inc., Becton, Dickinson and Company and Lambda Corp. +
|
|
Incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed on April 24, 2017.
|
|
|
Amendment No. 1, dated July 28, 2017, to the Agreement and Plan of Merger, dated as of April 23, 2017, among C.R. Bard, Inc., Becton, Dickinson and Company and Lambda Corp.
|
|
Incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed on July 28, 2017.
|
|
|
Restated Certificate of Incorporation, dated as of January 29, 2013.
|
|
Incorporated by reference to Exhibit 3(a) to the registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2013.
|
|
|
Certificate of Amendment of the Restated Certificate of Incorporation, filed with the State of New Jersey Department of Treasury and effective May 15, 2017.
|
|
Incorporated by reference to Exhibit 4.1 to the registrant’s registration statement on Form 8-A filed on May 16, 2017.
|
|
|
By-Laws, as amended and restated as of April 24, 2018.
|
|
Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on April 25, 2018.
|
|
|
Indenture, dated as of March 1, 1997, between the registrant and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank)
|
|
Incorporated by reference to Exhibit 4(a) to Form 8-K filed by the registrant on July 31, 1997
|
|
|
Form of 7% Debentures due August 1, 2027.
|
|
Incorporated by reference to Exhibit 4(d) of the registrant’s Current Report on Form 8-K filed on July 31, 1997.
|
|
|
Form of 6.70% Debentures due August 1, 2028.
|
|
Incorporated by reference to Exhibit 4(d) of the registrant’s Current Report on Form 8-K filed on July 29, 1999.
|
|
|
Form of 6.00% Notes due May 15, 2039.
|
|
Incorporated by reference to Exhibit 4.2 of the registrant's Current Report on Form 8-K filed on May 13, 2009.
|
|
|
Form of 3.25% Notes due November 12, 2020.
|
|
Incorporated by reference to Exhibit 4.1 of the registrant’s Current Report on Form 8-K filed on November 12, 2010.
|
|
|
Form of 5.00% Notes due November 12, 2040.
|
|
Incorporated by reference to Exhibit 4.2 of the registrant’s Current Report on Form 8-K filed on November 12, 2010.
|
|
|
Form of 3.125% Notes due November 8, 2021.
|
|
Incorporated by reference to Exhibit 4.2 of the registrant’s Current Report on Form 8-K filed on November 8, 2011.
|
|
|
Form of 2.675% Notes due December 15, 2019.
|
|
Incorporated by reference to Exhibit 4.3 of the registrant’s Current Report on Form 8-K filed on December 15, 2014.
|
|
|
Form of 3.734% Notes due December 15, 2024.
|
|
Incorporated by reference to Exhibit 4.4 of the registrant’s Current Report on Form 8-K filed on December 15, 2014.
|
Exhibit
Number
|
|
Description
|
|
Method of Filing
|
|
Form of 4.685% Notes due December 15, 2044.
|
|
Incorporated by reference to Exhibit 4.5 of the registrant’s Current Report on Form 8-K filed on December 15, 2014.
|
|
|
Form of 3.300% Senior Notes due March 1, 2023.
|
|
Incorporated by reference to Exhibit 4.4 of the registrant’s Current Report on Form 8-K filed on April 29, 2015.
|
|
|
Form of 3.875% Senior Notes due May 15, 2024.
|
|
Incorporated by reference to Exhibit 4.5 of the registrant’s Current Report on Form 8-K filed on April 29, 2015.
|
|
|
Form of 4.875% Senior Notes due May 15, 2044.
|
|
Incorporated by reference to Exhibit 4.6 of the registrant’s Current Report on Form 8-K filed on April 29, 2015.
|
|
|
Form of 4.90% Notes due April 15, 2018.
|
|
Incorporated by reference to Exhibit 4(i) of the registrant's Annual Report on form 10-K for the fiscal year ended September 30, 2016.
|
|
|
Form of 1.000% Notes due December 15, 2022.
|
|
Incorporated by reference to Exhibit 4.1 of the registrant's Current Report on Form 8-K filed on December 9, 2016.
|
|
|
Form of 1.900% Notes due December 15, 2026.
|
|
Incorporated by reference to Exhibit 4.2 of the registrant's Current Report on Form 8-K filed on December 9, 2016.
|
|
|
Form of 2.133% Notes due June 6, 2019.
|
|
Incorporated by reference to Exhibit 4.1 of the registrant’s Current Report on Form 8-K filed on June 6, 2017.
|
|
|
Form of 2.404% Notes due June 5, 2020.
|
|
Incorporated by reference to Exhibit 4.2 of the registrant’s Current Report on Form 8-K filed on June 6, 2017.
|
|
|
Form of 2.894% Notes due June 6, 2022.
|
|
Incorporated by reference to Exhibit 4.3 of the registrant’s Current Report on Form 8-K filed on June 6, 2017.
|
|
|
Form of Floating Rate Notes due June 6, 2022.
|
|
Incorporated by reference to Exhibit 4.4 of the registrant’s Current Report on Form 8-K filed on June 6, 2017.
|
|
|
Form of 3.363% Notes due June 6, 2024.
|
|
Incorporated by reference to Exhibit 4.5 of the registrant’s Current Report on Form 8-K filed on June 6, 2017.
|
|
|
Form of 3.700% Notes due June 6, 2027.
|
|
Incorporated by reference to Exhibit 4.6 of the registrant’s Current Report on Form 8-K filed on June 6, 2017.
|
|
|
Form of 4.669% Notes due June 6, 2047.
|
|
Incorporated by reference to Exhibit 4.7 of the registrant’s Current Report on Form 8-K filed on June 6, 2017.
|
|
|
Form of Certificate for the 6.125% Mandatory Convertible Preferred Stock, Series A.
|
|
Incorporated by reference to Exhibit 4.2 to the registrant’s registration statement on Form 8-A filed on May 16, 2017.
|
Exhibit
Number
|
|
Description
|
|
Method of Filing
|
|
Deposit Agreement, dated as of May 16, 2017, among Becton, Dickinson and Company and Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary and Computershare Trust company, N.A., acting as Registrar and Transfer Agent, on behalf of the holders from time to time of the depositary receipts described therein.
|
|
Incorporated by reference to Exhibit 4.3 to the registrant’s registration statement on Form 8-A filed on May 16, 2017.
|
|
|
Form of Depositary Receipt for the Depositary Shares.
|
|
Incorporated by reference to Exhibit 4.4 to the registrant’s registration statement on Form 8-A filed on May 16, 2017.
|
|
|
Registration Rights Agreement, dated as of December 29, 2017, between Becton, Dickinson and Company and Citigroup Global Markets Inc.
|
|
Incorporated by reference to Exhibit 4.1 of the registrant's Current Report on Form 8-K filed on December 29, 2017.
|
|
|
Form of 6.700% Notes due December 1, 2026.
|
|
Incorporated by reference to Exhibit 4.4 of the registrant's Current Report on Form 8-K filed on December 29, 2017.
|
|
|
Indenture, dated as of December 1, 1996 between C.R. Bard, Inc. and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee.
|
|
Incorporated by reference to Exhibit 4.1 to C.R. Bard, Inc.'s Registration Statement on Form S-3 (File No. 333-05997).
|
|
|
First Supplemental Indenture, dated May 18, 2017, between C. R. Bard, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.
|
|
Incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K of C.R. Bard, Inc. filed on May 23, 2017.
|
|
|
Form of 0.368% Notes due June 6, 2019.
|
|
Incorporated by reference to Exhibit 4.1 of the registrant's Current Report on Form 8-K filed on February 22, 2018.
|
|
|
Form of Floating Rate Notes due December 29, 2020.
|
|
Incorporated by reference to Exhibit 4.1 of the registrant's Current Report on Form 8-K filed on March 1, 2018.
|
|
|
Form of 1.401% Notes due May 24, 2023.
|
|
Incorporated by reference to Exhibit 4.1 of the registrant's Current Report on Form 8-K filed on May 24, 2018.
|
|
|
Form of 3.02% Notes due May 24, 2025.
|
|
Incorporated by reference to Exhibit 4.2 of the registrant's Current Report on Form 8-K filed on May 24, 2018.
|
|
|
Form of Employment Agreement with executive officers relating to employment following a change of control of the registrant (with tax reimbursement provisions).*
|
|
Incorporated by reference to Exhibit 10(a) to the registrant’s Quarterly Report on Form 10-Q for the period ended December 31, 2008.
|
|
|
Form of Employment Agreement with executive officers relating to employment following a change of control of the registrant (without tax reimbursement provisions).*
|
|
Incorporated by reference to Exhibit 10(a)(ii) to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013.
|
|
|
Stock Award Plan, as amended and restated as of January 31, 2006.*
|
|
Incorporated by reference to Exhibit 10(a) to the registrant’s Quarterly Report on Form 10-Q for the period ended December 31, 2005.
|
Exhibit
Number
|
|
Description
|
|
Method of Filing
|
|
Performance Incentive Plan, as amended and restated January 24, 2017.*
|
|
Incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2017.
|
|
|
Deferred Compensation and Retirement Benefit Restoration Plan, as amended and restated as of January 1, 2018.*
|
|
Filed with this report.
|
|
|
1996 Directors’ Deferral Plan, as amended and restated as of November 25, 2014.*
|
|
Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on December 2, 2014.
|
|
|
Amended and Restated Aircraft Time Sharing Agreement between Becton, Dickinson and Company and Vincent A. Forlenza dated as of March 21, 2012.*
|
|
Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on March 27, 2012.
|
|
|
2004 Employee and Director Equity-Based Compensation Plan, as amended and restated as of January 26, 2016.*
|
|
Incorporated by reference to Exhibit 10 to the registrant’s Current Report on Form 8-K filed on January 29, 2016.
|
|
|
Terms of Awards under 2004 Employee and Director Equity-Based Compensation Plan and Stock Award Plan.*
|
|
Incorporated by reference to Exhibit 10(g)(ii) to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016.
|
|
|
Five-Year Credit Agreement, dated January 29, 2016 among the registrant and the banks named therein (term has been extended to January 24, 2022).
|
|
Incorporated by reference to Exhibit 10 to the registrant’s Current Report on Form 8-K filed on February 4, 2016.
|
|
|
Form of Commercial Paper Dealer Agreement.
|
|
Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on January 6, 2015.
|
|
|
Tax Matters Agreement, dated August 31, 2009, by and between Cardinal Health, Inc. and CareFusion Corporation.
|
|
Incorporated by reference to Exhibit 10.3 to Cardinal Health, Inc.’s Current Report on Form 8-K filed on September 4, 2009.
|
|
|
Letter of Understanding dated March 28, 2016 between Becton, Dickinson and Company and Alexandre Conroy.*
|
|
Incorporated by reference to Exhibit 10 to the registrant’s Quarterly Report on Form 10-Q for the period ended December 31, 2016.
|
|
|
Three-Year Term Loan Agreement, dated as of May 12, 2017, by and among Becton, Dickinson and Company, the lenders party thereto, and Citibank, N.A., as administrative agent.
|
|
Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed May 16, 2017.
|
|
|
Credit Agreement, dated as of May 12, 2017, by and among Becton, Dickinson and Company, the banks and issuers of letters of credit party thereto and Citibank, N.A., as administrative agent.
|
|
Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed May 16, 2017.
|
|
|
364-Day Term Loan Agreement, dated as of September 6, 2018, among Becton, Dickinson and Company, the banks named therein and Wells Fargo Bank, National Association, as administrative agent.
|
|
Incorporated by reference to Exhibit 10 to the registrant’s Current Report on Form 8-K filed September 13, 2018.
|
|
|
Term sheet, dated August 25, 2017, between the registrant and Samrat Khichi.*
|
|
Filed with this report.
|
Exhibit
Number
|
|
Description
|
|
Method of Filing
|
|
C. R. Bard, Inc. Supplemental Executive Retirement Plan, dated as of July 13, 1988.*
|
|
Incorporated by reference to Exhibit 10p of the C.R. Bard, Inc. Annual Report on Form 10-K for the fiscal year ending December 31, 1993.
|
|
|
Supplemental Insurance/Retirement Plan Agreement (as Amended and Restated) between C.R. Bard, Inc. and its executive officers.*
|
|
Incorporated by reference to Exhibit 10be of the C.R. Bard, Inc. Quarterly Report on Form 10-Q for the period ending September 30, 2005.
|
|
|
2005 Directors’ Stock Award Plan of C. R. Bard, Inc. (as Amended and Restated).*
|
|
Incorporated by reference to Exhibit 10bw of the C.R. Bard, Inc. Annual Report on Form 10-K for the fiscal year ending December 31, 2010.
|
|
|
Subsidiaries of the registrant.
|
|
Filed with this report.
|
|
|
Consent of independent registered public accounting firm.
|
|
Filed with this report.
|
|
|
Power of Attorney.
|
|
Filed with this report.
|
|
|
Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to SEC Rule 13(a)-14(a).
|
|
Filed with this report.
|
|
|
Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to Section 1350 of Chapter 63 of Title 18 of the U.S. Code.
|
|
Filed with this report.
|
|
101
|
|
The following materials from this report, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
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Filed with this report.
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+
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Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the Agreement and Plan of Merger have been omitted from this Report and will be furnished supplementally to the SEC upon request.
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*
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Denotes a management contract or compensatory plan or arrangement.
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Section 1.7
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“Beneficiary” or “Beneficiaries” means the beneficiary or beneficiaries who, pursuant to the provisions of this Plan, is or are to receive the amount, if any, payable under this Plan upon the death of a Participant.
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Section 1.13
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“Common Stock” means the common stock ($1.00 par value) of the Company, including any shares into which it may be split, subdivided or combined.
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Section 1.14
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“Company” means Becton, Dickinson and Company and any successor to such corporation by merger, purchase or otherwise.
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Section 1.16
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“Company Discretionary Credit Account” means the bookkeeping account established under Section 3.5, if any, on behalf of a Participant and includes any earnings credited thereon or losses charged thereto pursuant to Article V.
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Section 1.20
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“Company Non-Elective Credit Account” means the bookkeeping account established under Section 3.6, if any, on behalf of a Participant and includes any earnings credited thereon or losses charged thereto pursuant to Article V.
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Section 1.21
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“Deferral Election” means the Participant’s election to participate in this Plan and defer amounts eligible for deferral in accordance with the Plan terms. Except as the context otherwise requires, references herein to Deferral Elections include any subsequent modifications of a prior Deferral Election.
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Section 1.22
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“Deferred Bonus” means the amount of a Participant’s Bonus that such Participant has elected to defer until a later year pursuant to an election under Section 3.2.
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Section 1.23
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“Deferred Bonus Account” means the bookkeeping account established under Section 3.2 on behalf of a Participant, and includes any earnings credited thereon or losses charged thereto pursuant to Article V.
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Section 1.25
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“Deferred Equity-Based Compensation” means the amount of a Participant’s Equity-Based Compensation that such Participant has elected to defer until a later year pursuant to an election under Section 3.3.
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Section 1.26
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“Deferred Equity-Based Compensation Account” means the bookkeeping account established under Section 3.3 on behalf of a Participant, and includes any earnings credited thereon or losses charged thereto pursuant to Section 5.3(b).
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Section 1.27
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“Deferred Equity-Based Compensation Election” means the election by a Participant under Section 3.3 to defer a portion of the Participant’s Equity-Based Compensation.
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Section 1.28
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“Deferred Restoration Distribution” means the amount of a Participant’s distributable Restoration Plan Benefit that such Participant has elected to defer under this Plan pursuant to an election under Section 3.7.
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Section 1.29
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“Deferred Restoration Distribution Account” means the bookkeeping account established under Section 3.7 on behalf of a Participant, and includes any earnings credited thereon or losses charged thereto pursuant to Article V.
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Section 1.30
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“Deferred Restoration Distribution Election” means the election by a Participant under Section 3.7 to defer all or a portion of the Participant’s distributable Restoration Plan Benefit.
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Section 1.31
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“Deferred Salary” means the amount of a Participant’s Base Salary that such Participant has elected to defer until a later year pursuant to an election under Section 3.1.
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Section 1.32
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“Deferred Salary Account” means the bookkeeping account established under Section 3.1 on behalf of a Participant, and includes any earnings credited thereon or losses charged thereto pursuant to Article V.
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Section 1.33
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“Deferred Salary Election” means the election by a Participant under Section 3.1 to defer until a later year a portion of his or her Base Salary.
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Section 1.34
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“Deferred Stock Account” means the bookkeeping account established under Section 5.3(b) on behalf of a Participant and includes, in addition to amounts stated in that Section, any Dividend Reinvestment Return credited thereon.
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Section 1.36
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“Disability” means a Participant’s total disability as defined below and determined in a manner consistent with Code Section 409A and the regulations thereunder:
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Section 1.37
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“Disabled” means that a Participant is totally and permanently disabled as defined in the Company’s Long-Term Disability Plan. With respect to payments of amounts in excess of a Participant’s Grandfathered Deferred Compensation Plan Deferrals or Grandfathered Restoration Plan Benefit on account of disability, the term “Disabled” means a disability that meets the standard for disability under Code Section 409A and the guidance issued thereunder.
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Section 1.38
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“Dividend Reinvestment Return” means the amounts which are credited to each Participant’s Deferred Stock Account pursuant to Section 5.3(b) to reflect dividends declared by the Company on its Common Stock.
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Section 1.46
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“Investment Election” means the Participant’s election to have deferred amounts credited with hypothetical earnings credits (or losses) that track the investment performance of the Investment Options and/or Common Stock in accordance with Article V.
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Section 1.47
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“Investment Options” means those hypothetical targeted investment options designated by the Committee as measurements of the rate of return to be credited to (or charged against) amounts deferred to Participants’ Accounts.
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Section 1.49
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“Participant” means a common law employee of the Company who meets the eligibility and participation requirements set forth in Article II.
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Section 1.51
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“Plan” means the BD Deferred Compensation and Retirement Benefit Restoration Plan as from time to time in effect. Previously, the terms of this Plan were determined under the terms of the Restoration Plan and the Becton, Dickinson and Company Deferred Compensation Plan (previously the Becton, Dickinson and Company Salary and Bonus Deferral Plan), which are hereby consolidated into a single document.
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Section 1.53
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“Restricted Stock Units” means Restricted Stock Units granted under Section 7 of the Equity-Based Compensation Plan.
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Section 1.59
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“Specified Employee” means a person identified in accordance with procedures adopted by the Committee that reflect the requirements of Code Section
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Section 1.60
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“Spouse” means the individual to whom the Participant is legally married on the date of death or other benefit commencement.
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Section 1.62
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“Stock Trust” means the Becton, Dickinson and Company Deferred Salary and Bonus Trust established as of August 15, 1996 between the Company and Wachovia Bank of North Carolina, N.A., as amended from time to time thereafter.
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(a)
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Only “Eligible Employees” and “Eligible Non-Pension Employees” who meet the conditions of this Article II shall be eligible to become a Participant in this Plan.
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(b)
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Unless the Committee determines otherwise, any employee of the Company (or any subsidiary or affiliate of the Company) who participates in the Retirement Plan and whose benefits under the Retirement Plan are limited pursuant to the provisions included in the Retirement Plan in order to comply with Code Sections 401(a)(17) or 415, shall be an Eligible Employee with respect to benefits payable under Article IV and Section 3.7 (
i.e.
, eligibility for the restoration portion of the Plan). Notwithstanding the foregoing, effective January 1, 2018, Eligible Non- Pension Employees will not be eligible to accrue Restoration Plan Benefits with respect to periods of employment during which the Eligible Non- Pension Employees are eligible to receive 401(k) Plan Non-Elective Contributions (including any waiting periods to receive 401(k) Plan Non- Elective Contributions).
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(i)
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the individual is a common law employee of a unit of the Company (or of one of its subsidiaries) to which the Plan has been adopted pursuant to a decision by, or with the approval of, the Board of Directors;
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(ii)
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the individual is not a nonresident alien of the United States receiving no United States source income within the meaning of Sections 861(a)(3) or 911(d)(2) of the Code; and
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(iii)
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the employee has annualized Base Salary of $210,000 or more (indexed annually by the same amount as the compensation limit under Code Section 401(a)(17)) for the calendar year in which the Deferral Election is required to be made.
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(d)
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An “Eligible Non-Pension Employee” for purposes of Section 3.6 (
i.e.
, eligibility for the Company Non-Elective Credits under the Plan) is an individual who meets the requirements set forth in Section 2.1(c) and who is eligible to receive 401(k) Plan Non-Elective Contributions.
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(f)
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An employee who, at any time, ceases to meet the foregoing eligibility requirements, as determined in the sole discretion of the Committee, shall thereafter cease to be a Participant eligible to continue making deferrals under the Plan, effective as of the first day of the Plan Year coincident with or next following the date of such cessation of eligibility in a manner consistent with the requirements of Code Section 409A and the regulations and other guidance issued thereunder to avoid adverse tax consequences to affected Participants, and any deferral elections then in effect shall cease to be effective as of the first day of such Plan Year. In such case, the individual may remain a Participant in the Plan with respect to amounts already deferred prior to the date such individual ceased to be an active Participant.
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(a)
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General Rule
. An Eligible Employee or Eligible Non-Pension Employee shall become an active Participant in the Plan at the earliest time that the Eligible Employee or Eligible Non-Pension Employee: (i) makes a timely Deferral Election pursuant to Subsections (b) and (c) herein; (ii) meets the requirements under Subsection (d) with respect to eligibility for a Restoration Plan Benefit; or (iii) meets the requirements under Subsection (e) with respect to eligibility for a Company Non-Elective Credit.
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(b)
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Deferral Election
. As soon as practicable after the Committee determines that an individual is an Eligible Employee, the Committee shall provide the Eligible Employee with the appropriate election forms with which to make a Deferral Election. The Eligible Employee shall make the Deferral Election in the manner set forth in Subsection (c) herein and within the time periods set forth in Article III. In the case of an employee who first becomes an Eligible Employee under this Plan (and is not eligible for any other plan with which this Plan is aggregated for purposes of Code Section
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(ii)
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any election to defer Equity-Based Compensation and a deferral period election with respect to Equity-Based Compensation, as determined by the Committee;
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(iii)
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any election to defer payment of Restoration Plan Benefits (if applicable) and any Company Discretionary Credits and a separate deferral period election with respect to each such separate category of deferral;
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(iv)
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an Investment Election (except with respect to an Equity-Based Compensation Election, which shall automatically be credited to a Deferred Stock Account for investment return purposes), in accordance with the provisions of Article V;
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(v)
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a designation of a Beneficiary or Beneficiaries to receive any deferred amounts owed upon the Participant’s death;
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(vi)
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subject to Section 2.2(c)(i), a designation as to the form of distribution for each separate year’s deferral and each separate category of deferral (Company Matching Credit deferrals will be subject to the Participant’s distribution option elections with respect to Base Salary provided, however, that if the Participant does not make a Base Salary election but does make a Bonus deferral election, then the Participant’s Company Matching Credit deferrals will be subject to the Participant’s distribution option elections with respect to Bonus); provided, however, that if no specific election is made with respect to any deferred amount, the
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(vii)
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an application for a policy of life insurance under which the Participant is the insured and the Company is the sole owner of and beneficiary under such policy; and
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(viii)
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such additional information as the Committee deems necessary or appropriate.
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(d)
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Unless the Committee determines otherwise or unless otherwise provided in an Agreement, if any, an Eligible Employee who participates in the Retirement Plan and whose benefits under the Retirement Plan are limited pursuant to the provisions included in the Retirement Plan in order to comply with Code Sections 401(a)(17) or 415, shall automatically become a Participant in this Plan with respect to benefits payable under Article IV. Notwithstanding the foregoing, Eligible Non-Pension Employees will not be eligible to accrue Restoration Plan Benefits with respect to periods of employment during which the Eligible Non-Pension Employees are eligible to receive 401(k) Plan Non-Elective Contributions (including any waiting periods to receive 401(k) Plan Non-Elective Contributions).
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(e)
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Unless the Committee determines otherwise or unless otherwise provided in an Agreement, if any, an Eligible Non-Pension Employee shall automatically become a Participant in this Plan upon an allocation of Company Non-Elective Credits under Section 3.6 to his or her Company Non-Elective Credit Account.
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(f)
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The participation of any Participant may be suspended or terminated by the Committee at any time, but no such suspension or termination shall operate to reduce any benefits accrued by the Participant under the Plan prior to the date of suspension or termination and, further, any such suspension or termination may only be done in a manner consistent with the requirements of Code Section 409A and the regulations and other guidance issued thereunder to avoid adverse tax consequences to affected Participants.
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(a)
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Each Participant who has elected to defer the maximum pre-tax elective deferral that is permitted for a calendar year under the 401(k) Plan and under Code Section 402(g) may make a Deferred Salary Election with respect to Base Salary otherwise to be paid in such calendar year. A Participant may elect to defer from 1% to 75% of the Participant’s Base Salary (in increments of 1%). Notwithstanding the foregoing, any Deferred Salary Election must be made in a manner that will ensure that the Participant is paid a sufficient amount of Base Salary that will allow adequate amounts available for (i) any pre-tax elective deferrals under the 401(k) Plan, and (ii) any amounts to be deferred by the Participant in order to participate in any other benefit programs maintained by the Company.
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(b)
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Except with respect to Deferred Salary Elections made by Participants who first become eligible to participate during a Plan Year (which elections must be made as specified in Section 2.2(b)), a Deferred Salary Election with respect to Base Salary for a particular calendar year must be made during the time period specified by the Committee, but in no event later than the December 31 preceding the commencement of that calendar year or at such earlier time as determined by the Committee. Once a Deferred Salary Election is made, it shall be irrevocable after the final deadline established by the Committee for making the election. Such Deferred Salary shall be credited to the Participant’s Deferred Salary Account as of the first business day after the last day of each payroll period.
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(a)
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Each Participant who agrees to defer the maximum pre-tax elective deferral that is permitted for a calendar year under the 401(k) Plan and under Code Section 402(g) may elect to make a Deferred Bonus Election with respect to a Bonus otherwise to be paid in the calendar year immediately following (or, in the discretion of the Committee, in a later year following) the year of the Participant’s Deferred Bonus Election. A Participant may elect to defer from 1% to 100% of the Participant’s Bonus (in increments of 1%); provided, however, that the Participant’s Deferred Bonus Election must result in a deferral of at least $5,000. In the event that Participant’s Deferred Bonus Election does not result in a deferral of at least $5,000 but the Participant’s Bonus is at least $5,000, such Participant’s Deferred Bonus Election shall be automatically increased to the percentage that results in a deferral of $5,000. In the event that the Participant’s Bonus is less than $5,000, such Participant’s Deferred Bonus Election shall be void.
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(b)
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A Deferred Bonus Election with respect to any Bonus to be earned during a Fiscal Year must be made no later than the date that is six months before the end of the performance period (which performance period shall not be less than twelve months) or such other earlier date designated by the Committee. Once made, a Deferred Bonus Election cannot be changed or revoked after the final deadline established by the Committee for making the election, except as provided herein. Such Deferred Bonus shall be credited to the Participant’s Deferred Bonus Account as of the first business day in January of the year that the Bonus otherwise would have been paid to the Participant in the absence of any deferral hereunder.
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(a)
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To the extent permitted by law on a tax deferred basis, each Participant may elect to make a Deferred Equity-Based Compensation Election with respect to Equity-Based Compensation otherwise to be granted in the calendar year immediately following (or, in the discretion of the Committee, in a later year following) the year of the Participant’s Deferred Equity-Based Compensation Election. A Participant may elect to defer his or her Equity-Based Compensation, and may make separate elections with respect to each of the Participant’s Restricted Stock Units, Performance Units, Other Stock-Based Awards, and awards under the Stock Award Plan, provided, however, that, the Participant’s Equity-Based Compensation for each type of Equity-Based Compensation must result in a deferral of at least 25% of such type of Equity-Based Compensation.
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(b)
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Except with respect to Deferred Equity-Based Compensation Elections made by Participants who first become eligible to participate during a Plan Year (which elections must be made as specified in Section 2.2(b)), a Deferred Equity-Based Compensation Election with respect to any Equity- Based Compensation to be granted in a particular calendar year must be made during the time period specified by the Committee, but in no event later than the December 31 preceding the commencement of that calendar year or at such earlier time as determined by the Committee. Notwithstanding the foregoing, with respect to a Deferred Equity-Based Compensation Election governing Restricted Stock Units that are designated as performance-based compensation by the Company and that qualify as performance-based compensation under Code Section 409A and any guidance thereunder, such Deferred Equity-Based Compensation Election must be made no later than the date that is six months before the end of the performance period (which performance period shall not be less than twelve months) or such other earlier date designated by the Company, provided, however, that to be eligible to make any such Deferred Equity- Based Compensation Election the Participant must have provided services to the Company (or one of its subsidiaries) from the later of the date the performance period starts or the date the performance criteria are established through the date the Deferred Equity-Based
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(a)
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General Rule
. Each Participant who is eligible to receive a Restoration Plan Benefit under the Plan may elect, in accordance with this Section 3.7, to make a Deferred Restoration Distribution Election with respect to a Restoration Plan Benefit that is otherwise to be paid to the Participant. If a Participant makes such an election, the Participant must elect to defer 100% of the value of the Participant’s applicable Restoration Plan Benefit. To the extent a Participant’s Restoration Plan Benefit is attributable to the final average pay benefit formula under the Retirement Plan and not described in Section 4.4(b)(i)(D), the value of such Restoration Plan Benefit shall equal the actuarial present value (at the time payment becomes due) of the portion of the Participant’s (or Beneficiary’s) Restoration Plan Benefit based on the final average pay formula, determined as of normal retirement age under the Retirement Plan, based on the Applicable Interest Rate and the Applicable Mortality Table (as
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(b)
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Grandfathered Restoration Plan Benefit
. With respect to amounts equal to a Participant’s Grandfathered Restoration Plan Benefit, a Deferred Restoration Distribution Election with respect to any amounts payable during a particular calendar year must be made at least one year before the date that the Grandfathered Restoration Plan Benefit is otherwise payable to the Participant pursuant to Section 4.4. Once made, such a Deferred Restoration Distribution Election cannot be changed or revoked except as provided herein. If the Participant otherwise becomes entitled to a distribution of a Restoration Plan Benefit after having made such an election and before the end of such one-year period, such election shall be ineffective and the applicable Restoration Plan Benefit payment shall not be deferred hereunder. Any such Deferred Restoration Distribution shall be credited to the Participant’s Deferred Restoration Distribution Account as soon as practicable after such amount would otherwise have been payable to the Participant. The amount in the Participant’s Deferred Restoration Distribution Account attributable to the Participant’s Grandfathered Restoration Plan Benefit shall be payable under this Plan as follows:
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(i)
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If the Participant has otherwise made a Deferred Salary Election under Section 3.1 for the year that the Participant made a Deferred Restoration Distribution Election, the amount credited to the Participant’s Deferred Restoration Distribution Account shall be payable at the same time and in the same form of distribution as any such Deferred Salary.
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(ii)
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If the Participant has not made a Deferred Salary Election but has otherwise made a Deferred Bonus Election under Section 3.2 for the year that the Participant made a Deferred Restoration Distribution Election, the amount credited to the Participant’s Deferred Restoration Distribution Account shall be payable at the same time and in the same form of distribution as any such Deferred Bonus.
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(iii)
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If the Participant has not made a Deferred Salary Election under Section 3.1 nor a Deferred Bonus Election under Section 3.2 for the year that the Participant made a Deferred Restoration Distribution Election, the amount credited to the Participant’s Deferred Restoration Distribution Account equal to a Participant’s Grandfathered Restoration Plan Benefit shall be payable in the form of a single lump sum payment at the Participant’s termination of employment unless the Participant makes an election to change the time and form of payment of such amount in accordance with the terms of this Plan.
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(c)
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Non-Grandfathered Restoration Plan Benefit
. A Participant’s Deferred Restoration Distribution Election with respect to amounts in excess of a Participant’s Grandfathered Restoration Plan Benefit payable during a particular calendar year must specify the time and form of payment otherwise the Participant’s Deferred Restoration Plan Benefit shall be payable in the form of a single lump sum payment at the Participant’s termination of employment. In addition, such Deferred Restoration Distribution Election shall not be effective unless the following requirements are met:
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(i)
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the election will not take effect until at least twelve months after the date on which the election is made and will not be recognized with respect to payments that would otherwise have commenced during such twelve-month period;
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(ii)
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except for payments made on account of a Participant’s death, the first payment with respect to which such election is made shall be deferred for a period of not less than five years from the date such payment would otherwise have been made;
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(iii)
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any election related to payments that would otherwise have commenced as of a specified time, as opposed to the Participant’s Separation from Service, may not be made less than twelve months prior to the date on which such payments would otherwise have commenced; and
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(iv)
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any such additional deferral election shall not be effective if it would otherwise result in deferring amounts later than the mandatory distribution provisions of Article VI.
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(b)
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Notwithstanding the provisions of Section 3.8(a) and Section 2.2(b), and subject to Section 6.1(f), all Company Matching Credits credited to a Participant’s Company Matching Credit Account pursuant to Section 3.4 shall be deferred until the Participant’s Separation from Service and may not be deferred to a specified date prior to such Participant’s Separation from Service. The foregoing notwithstanding, in any case where the Participant is a Specified Employee, payment of the amounts under this Section 3.8(b) on account of the Participant’s Separation from Service shall be deferred until as soon as practicable after the earlier of (i) the first day of the seventh month following the Participant’s Separation from Service (without regard to whether the Participant is reemployed on that date), or (ii) the date of the Participant’s death, subject to any permitted further deferral election on account of a change in form of payment.
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(a)
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Additional Deferral – Grandfathered Deferrals
. With respect to any previously deferred Grandfathered Deferred Compensation Plan Deferrals or Grandfathered Restoration Plan Benefit credited to a Participant’s Accounts, a Participant may request that the Committee approve an additional deferral period of at least two (2) years from the date the previously deferred amounts were otherwise payable. Any such request must be made by written notice to the Committee at least twelve (12) months before the expiration of the deferral period for any previously deferred amount with respect to which an additional deferral election is requested. A separate additional deferral election is required to be made for each separate category of previously deferred amounts that is treated as subject to a single deferral period election under Section 2.2(b) above. Each such additional deferral election request shall include a newly designated manner of payment election in accordance with the provisions
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(b)
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Additional Deferral – Non-Grandfathered Deferrals
. With respect to any deferred amounts credited to a Participant’s Accounts in excess of a Participant’s Grandfathered Deferred Compensation Plan Deferrals or Grandfathered Restoration Plan Benefit an additional deferral election otherwise described in Section 3.9(a) may be made, provided that such election shall not be effective unless the following requirements are met:
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(i)
|
the election will not take effect until at least twelve months after the date on which the election is made and will not be recognized with respect to payments that would otherwise have commenced during such twelve-month period;
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(ii)
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except for payments made on account of a Participant's death or financial hardship under Section 6.1(f), the first payment with respect to which such election is made shall be deferred for a period of not less than five years from the date such payment would otherwise have been made;
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(iii)
|
any election related to payments that would otherwise have commenced as of a specified time, as opposed to the Participant's Separation from Service, may not be made less than twelve months prior to the date on which such payments would otherwise have commenced; and
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(iv)
|
any such additional deferral election shall not be effective if it would otherwise result in deferring amounts later than the mandatory distribution age provisions of Article VI.
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(c)
|
Accelerated Distribution For Grandfathered Deferrals.
With respect to any Grandfathered Deferred Compensation Plan Deferrals or
Grandfathered Restoration Plan Benefit credited to a Participant’s Accounts, a Participant may request that the Committee approve an accelerated deferral date with respect to amounts that are not otherwise payable for at least three (3) years from the date of such request, provided that the resulting accelerated deferral date may not be any earlier than two (2) years from the date of such Participant election. A separate deferral modification election is required to be made for each separate category of previously deferred amount that is treated as subject to a single deferral period election under Section 2.2(b) above. Each such modified deferral period request shall include a newly
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(a)
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A Participant’s Restoration Plan Benefit hereunder shall equal the excess (if any) of (i) the benefit that would have been payable under the Retirement Plan in respect of the Participant in the absence of the provisions included in the Retirement Plan in order to comply with Sections 401(a)(17) and 415 of the Code, over (ii) the benefit actually payable in respect of the Participant under the Retirement Plan. Notwithstanding the foregoing, effective January 1, 2018, no Participants will be eligible to accrue Restoration Plan Benefits with respect to periods of employment during which the Participants are eligible to receive 401(k) Plan Non-Elective Contributions (including any waiting periods to receive 401(k) Plan Non-Elective Contributions).
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(b)
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Effective as of January 1, 2005, for purposes of calculating a Participant’s Restoration Plan Benefit under Section 4.1(a), if, as determined by the Committee in its sole discretion, a Participant (i) permanently directly transferred employment from a foreign affiliate of the Company that has not adopted the Retirement Plan and this Plan to a member of the Group (as defined in the Retirement Plan) that has adopted the Retirement Plan and this Plan or to a Unit (as defined in the Retirement Plan) to which participation in the Retirement Plan and this Plan has been extended, and (ii) while employed by the foreign affiliate, had what the Committee determines (in its sole discretion) to be an agreement with such foreign affiliate to provide for deferred compensation that recognized the Participant’s period of employment by the foreign affiliate and compensation paid to the Participant by the foreign affiliate, then the Participant’s period of employment by the foreign affiliate and compensation paid to the Participant by the foreign affiliate during the Participant’s period of employment with the foreign affiliate shall be taken into account solely under this Plan to the same extent that such period of employment and compensation would have otherwise been taken into account had it been employment with and compensation paid by the Company, a member of the Group that has adopted the Retirement Plan and this Plan, or a Unit to which participation in the Retirement Plan and this Plan has been extended. In addition, any such Participant’s Restoration Plan Benefit shall be offset, solely to the extent permitted under Code Section 409A, for (i) any Social Security or other governmental pension or retirement benefit earned during the Participant’s period of employment with the foreign affiliate; and (ii) any retirement benefit the Participant is entitled to under a foreign based retirement plan sponsored by the Company or member of the Group.
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(a)
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Grandfathered Restoration Plan Benefit
. Subject to Section 4.5, the further provisions of this Article IV, and a Participant’s Agreement, if any, and unless deferred under Section 3.7, a Participant’s Grandfathered Restoration Plan Benefit shall be paid to a Participant at such time and in such form as determined in accordance with procedures adopted and approved by the Compensation and Benefits Committee of the Board of Directors of the Company (or any committee successor thereto), which procedures were in effect as of October 3, 2004. A copy of such procedures is attached hereto as Attachment A.
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(b)
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Non-Grandfathered Restoration Plan Benefit
.
2
Except as otherwise provided herein, or otherwise provided in a Participant’s Agreement, if
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(A)
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FAP Participant
. With respect to a Participant whose Restoration Plan Benefit is determined using the final average pay formula under the Retirement Plan, the Normal Form of Payment shall be a single lump sum payment that shall equal the actuarial present value (at the time payment becomes due) of the Participant’s Restoration Plan Benefit based on the final average pay formula, determined as of normal retirement age under the Retirement Plan, based on the Applicable Interest Rate and the Applicable Mortality Table (as such terms are defined in the Retirement Plan) used under the Retirement Plan for calculating present values.
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(B)
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Cash Balance Participant
. With respect to a Participant whose Restoration Plan Benefit is determined using the cash balance formula under the Retirement Plan, the Normal Form of Payment shall be a single lump sum payment equal to the Participant’s Restoration Plan Benefit (at the time payment becomes due) determined in accordance with Section 4.1, expressed as an account balance benefit.
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(C)
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FAP and Cash Balance Participant
. For a Participant whose Restoration Plan Benefit is determined using both the final average pay formula and the cash balance formula under the Retirement Plan, the Normal Form of Payment with respect to the portion of the Participant’s Restoration Plan Benefit calculated using the final average pay formula under the Retirement Plan shall be as described in
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(D)
|
Cash Balance Conversion Participant
. For a Participant whose benefit under the Retirement Plan is converted on or after January 1, 2013 from being calculated using the final average pay formula under the Retirement Plan to being calculated using the cash balance formula under the Retirement Plan, the Normal Form of Payment for the Participant’s entire Restoration Plan Benefit shall be as described in subparagraph (B) above.
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(ii)
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Timing of Payment
. A Participant’s vested Restoration Plan Benefit shall be paid or commence to be paid in the Normal Form of Payment as follows:
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(A)
|
FAP Participant
. Subject to subparagraph (E) below, to the extent that a Participant’s Restoration Plan Benefit is determined using the final average pay formula under the Retirement Plan, amounts shall commence to be paid as soon as practicable after the later of (I) the Participant’s Separation from Service or (II) the earliest date on which the Participant first becomes eligible to receive or commence receiving benefits under the Retirement Plan after Separation from Service (i.e., the earlier of attainment of age 55 with 10 years of service as determined under the Retirement Plan or age 65) regardless of the time benefits are actually paid or commence to be paid under the Retirement Plan.
|
(B)
|
Cash Balance Participant
. Subject to subparagraph (E) below, if a Participant’s Restoration Plan Benefit is determined using the cash balance formula under the Retirement Plan, amounts shall be paid as soon as practicable after the Participant’s Separation from Service.
|
(C)
|
FAP and Cash Balance Participant
. Subject to subparagraph (E) below, to the extent that a Participant’s Restoration Plan Benefit is determined using both the final average pay formula and the cash balance formula under the Retirement Plan, payment shall commence with respect to the portion of the Participant’s Restoration Plan Benefit calculated using the final average pay formula under the Retirement Plan on the date described in subparagraph (A)
|
(D)
|
Cash Balance Conversion Participant
. Subject to subparagraph (E) below, in the case of a Participant whose benefit under the Retirement Plan is converted on or after January 1, 2013 from being calculated using the final average pay formula under the Retirement Plan to being calculated using the cash balance formula under the Retirement Plan, payment of such Participant’s entire Restoration Plan Benefit shall commence on the date described in subparagraph (A) above.
|
(E)
|
Specified Employee
. In any case where the Participant is a Specified Employee and the Participant’s Restoration Plan Benefit in excess of the Participant’s Grandfathered Restoration Plan Benefit is payable on account of the Specified Employee’s Separation from Service, the Participant’s Restoration Plan Benefit under this Section shall be paid or commence to be paid as soon as practicable following the earlier of (I) or (II) where: (I) is the later of (A) the date otherwise provided under the Plan or (B) the first day of the seventh month following the Participant’s Separation from Service (without regard to whether the Participant is reemployed on that date); and (II) is the date of the Participant’s death.
|
(iii)
|
The Participant’s ability to elect an alternate form of distribution other than the Normal Form of Payment is described in Section 6.2. The death benefits attributable to a Participant’s Restoration Plan Benefit under the Plan in the event of the Participant’s death after Restoration Plan Benefit payments have commenced, if any, will be determined pursuant to the terms of the form of payment elected by the Participant.
|
(a)
|
Grandfathered Restoration Plan Benefit
. Notwithstanding the provisions of Section 4.4 (and any procedures adopted thereunder), and unless provided otherwise in a Participant’s Agreement, if any, each Participant’s Grandfathered Restoration Plan Benefit shall (to the extent not previously paid or commenced to be paid) be paid to the Participant in a cash lump sum as soon as practicable, but not later than 45 business days, after a Participant’s termination of employment following a Change in Control.
|
(b)
|
Non-Grandfathered Restoration Plan Benefit – FAP Participant and Cash
Balance Conversion Participant
. Notwithstanding the provisions of Sections 4.4(b)(ii)(A), 4.4(b)(ii)(C) and 4.4(b)(ii)(D) (and any procedures adopted thereunder), and unless provided otherwise in a Participant’s Agreement, if any, to the extent that a Participant’s Restoration Plan Benefit that is determined using the final average pay formula under the Retirement Plan or is otherwise described in Section 4.4(b)(i)(D) and that is in excess of his Grandfathered Restoration Plan Benefit, if any, shall (to the extent not previously paid or commenced to be paid) be paid to the Participant in a cash lump sum as soon as practicable, but not later than 45 business days, after the Participant’s Separation from Service following a Change in Control; provided, however, that such a distribution shall only be made if: (i) the Change in Control satisfies the requirements of Code Section 409A(a)(2)(A)(v) (and the guidance issued thereunder) and such Separation from Service occurs within 2 years of the Change in Control; or (ii) distribution may otherwise be made under this Plan on account of Separation from Service.
|
(c)
|
Specified Employee
. In any case where the Participant is a Specified Employee and the Participant’s Restoration Plan Benefit in excess of the Participant’s Grandfathered Restoration Plan Benefit is payable pursuant to Section 4.5(b) on account of the Specified Employee’s Separation from Service within 2 years of a qualified Change in Control, payment of the Participant’s Restoration Plan Benefit under this Section shall be deferred until the earlier of (i) first day of the seventh month following the Participant’s Separation from Service (without regard to whether the Participant is reemployed on that date), or (ii) the date of the Participant’s death.
|
(a)
|
Grandfathered Restoration Plan Benefit
. Notwithstanding the provisions of Section 4.4 (and in accordance with any procedures adopted thereunder), and unless provided otherwise in a Participant’s Agreement, if any, a Participant who terminates employment on account of a Disability Retirement (as determined under the Retirement Plan) may make a written request to the Committee to receive payment of his Grandfathered Restoration Plan Benefit in a single lump sum as soon as practicable thereafter; provided however, that payment to a Participant under this Section 4.6 shall only be made if the Committee, in its sole and absolute discretion, determines to make such payment. Any decision by the Committee hereunder shall be final and binding. If a Participant’s request is denied, payment of the Participant’s Plan benefits shall be made in accordance with the otherwise applicable provisions of the Plan (and any procedures then in effect).
|
(b)
|
Non-Grandfathered Restoration Plan Benefit
. Notwithstanding anything in the Plan to the contrary, if a Participant suffers a Disability and becomes Disabled, that portion of the Participant’s Restoration Plan Benefit in excess of the Grandfathered Restoration Plan Benefit shall be paid on account of Disability in the form of a single lump sum cash payment as soon as practicable following the later of (i) the date the Participant attains age 65; or (ii) the date of the Participant’s Disability. The amount of any such lump sum payment in respect of a Disabled Participant hereunder whose Restoration Plan Benefit is determined using the final average pay formula under the Retirement Plan shall equal the actuarial present value of the Participant’s vested Restoration Plan Benefit determined as of the date such benefit payment becomes due hereunder, based on the Applicable Interest Rate and the Applicable Mortality Table (as such terms are defined in the Retirement Plan) used under the Retirement Plan for calculating the present value of optional forms of payment at the time payment is due under the Plan. The amount of any such lump sum payment in respect of a Disabled Participant hereunder whose Restoration Plan Benefit is determined using the cash balance formula under the Retirement Plan or that is otherwise described in Section 4.4(b)(i)(D) shall be the Participant’s Restoration Plan Benefit as of the date such benefit payment becomes due hereunder, determined in accordance with Section 4.1. If such a Participant dies or incurs a Separation from Service prior to the date of payment under this Section 4.6(b), payment shall be made in accordance with the otherwise applicable provisions of this Plan.
|
Section 5.1
|
Crediting of Employee Deferrals and Company Matching, Discretionary and Non- Elective Credits.
|
(a)
|
Participants’ Investment Elections with respect to deferred amounts hereunder shall be made pursuant to the written, telephonic or electronic methods prescribed by the Committee and subject to such rules on Investment Elections and Investment Options as established by the Committee from time to time. Upon receipt by the Committee, and in accordance with rules established by the Committee, an Investment Election shall be effective as soon as practicable after receipt and processing of the election by the Committee. Investment Elections will continue in effect until changed by the Participant. Subject to Section 5.3(b), an eligible Participant may change a prior Investment Election (or default Investment Election) with respect to deferred amounts on a daily basis, by notifying the Committee, at such time and in such manner as approved by the Committee. Any such changed Investment Election may result in amending Investment Elections for prior deferrals or for future deferrals or both.
|
(b)
|
For purposes of Company Non-Elective Credits, the most recent Investment Elections in effect for a Participant’s Company Matching Credits (if any) that relate to the same Plan Year as the Company Non- Elective Credits as of the date the Company Non-Elective Credits are made will be used for such Company Non-Elective Credits and, in the absence of any Investment Elections, the Plan’s default Investment Elections will be used for the Company Non-Elective Credits.
|
(a)
|
General
. Subject to Section 5.2, except as otherwise provided herein, additional hypothetical bookkeeping amounts shall be credited to (or deducted from) a Participant’s Accounts to reflect the earnings (or losses) that would have been experienced had the deferred amounts been invested in the Investment Options selected by the Participant as targeted rates of return, net of all fees and expenses otherwise associated with the
|
(i)
|
A Participant’s Deferred Equity Compensation is automatically credited in the form of Common Stock to the Participant’s Deferred Stock Account. With respect to other deferred amounts hereunder, instead of having deferred amounts credited with hypothetical earnings (or losses) in accordance with Section 5.3(a), and subject to Section 5.2, a Participant may elect to have part of the Participant’s deferred amounts (in whole percentage increments) credited in the form of Common Stock to a Deferred Stock Account; provided, however, that a Participant may not make an election to have any future deferred amounts credited to a Deferred Stock Account if, at the time of the election, more than 10% of the balance of the Participant’s deferred amounts are credited to a Deferred Stock Account (disregarding amounts in the Participant’s Deferred Equity Compensation Account, if any). For purposes of administering this rule and subject to the Committee’s right to adopt administrative procedures pursuant to Section5.3(b)(viii) below, the following additional rules apply:
|
(ii)
|
If the restrictions of Section 5.3(b)(i) do not apply (such that the Participant may otherwise elect to have deferred amounts credited to the Deferred Stock Account), in no event may a Participant make an Investment Election to have more than 10% of any future deferred amounts (disregarding Deferred Equity Compensation) credited to the Deferred Stock Account. Any Investment Election that would otherwise violate the provisions of this Section 5.3(b)(ii) shall be void and of no effect. In the absence of a Participant amending such Investment Election or otherwise making a new Investment Election that complies with this Section 5.3(b)(ii), the Participant’s future deferred amounts that would otherwise have been credited to the Deferred Stock Account will be hypothetically invested in another Investment Option selected by the Committee for this purpose. Notwithstanding the foregoing, if any Investment Election otherwise in effect on January 1, 2010 would violate the limitations of this Section 5.3(b)(ii), then, in the absence of a Participant’s amending that Investment Election on or before January 1, 2010, pursuant to procedures implemented by the Committee, the Participant’s Investment Election will be modified so that the Investment Election is reduced so that 10% of future deferred amounts are credited to the Deferred Stock Account with the remaining deferred amounts hypothetically invested in another Investment Option selected by the Committee for this purpose.
|
(iii)
|
Elections under this Section 5.3(b) may be made as a part of the Participant’s Deferral Election and thereafter on the same basis as Participants are permitted to make other Investment Elections and using the same or similar procedures as Participants use to make other Investment Elections under Section 5.2. In addition, any amounts credited to a Participant’s Accounts other than the Participant’s Deferred Stock Account may be transferred for hypothetical investment tracking purposes to the Participant’s Deferred Stock Account; provided, however, that a Participant may not elect any such transfer that would increase the Participant’s hypothetical investment in Common Stock credited to the Deferred Stock Account if, at the time of the election or as a result thereof, more than 10% of the Participant’s Deferred Stock Account (excluding any Deferred Equity-Based Compensation) is or would be credited to the Participant’s Deferred Stock Account. Any transfer election that violates the provisions of this Section 5.3(b)(iii) shall be void and of no effect. In all events, once amounts are credited to a Participant’s Deferred Stock Account, no Investment Election may cause amounts credited to a Participant’s Deferred Stock Account to be transferred for hypothetical
|
(A)
|
as of the first business day after the last day of each bi- weekly payroll period, with the number of shares of Common Stock (in whole shares and fractional shares, as determined by the Committee) determined by dividing the Participant’s deferred amounts attributable to Deferred Salary for such bi-weekly payroll period subject to the Deferred Stock Election by the price for shares of Common Stock, determined by the Committee, as of the day such deferred amounts are credited to the Participant’s Account; and
|
(B)
|
annually, as of the first business day in January of each calendar year, with the number of shares of Common Stock (in whole shares and fractional shares, as determined by the Committee) determined by dividing the portion of the Participant’s Deferred Bonus and Company Matching Credits subject to the Deferred Stock Election by the price for shares of Common Stock, determined by the Committee, as of the day such deferred amounts are credited to the Participant’s Accounts; and
|
(C)
|
at such other times as the Committee determines with respect to all other deferred amounts under the Plan, with the number of shares of Common Stock (in whole shares and fractional shares, as determined by the Committee) determined by dividing the portion of the Participant’s deferred amounts to be credited in the Deferred Stock Account by the price for shares of Common Stock, determined by the Committee, as of the day such deferred amounts are credited to the Participant’s Account, or, in the case of deferred amounts measured in stock units, by crediting the account with the same number of shares of Common Stock.
|
(v)
|
If the Company enters into transactions involving stock splits, stock dividends, reverse splits or any other recapitalization transactions, the number of shares of Common Stock credited to a Participant’s Deferred Stock Account will be adjusted (in whole shares and fractional shares, as determined by the Committee) so
|
(vi)
|
If at least a majority of the Company’s stock is sold or exchanged by its shareholders pursuant to an integrated plan for cash or property (including stock of another corporation) or if substantially all of the assets of the Company are disposed of and, as a consequence thereof, cash or property is distributed to the Company’s shareholders, each Participant’s Deferred Stock Account will, to the extent not already so credited under this Section 5.3(b), be (i) credited with the amount of cash or property receivable by a Company shareholder directly holding the same number of shares of Common Stock as is credited to such Participant’s Deferred Stock Account and (ii) debited by that number of shares of Common Stock surrendered by such equivalent Company shareholder.
|
(vii)
|
Each time the Company declares a dividend on its Common Stock, each Participant’s Deferred Stock Account will be credited with a Dividend Reinvestment Return equal to that number of shares of Common Stock (in whole shares and fractional shares, as determined by the Committee) determined by dividing (i) the amount that would have been paid (or the fair market value thereof, if the dividend is not paid in cash) to the Participant on the total number of shares of Common Stock credited to the Participant’s Deferred Stock Account had that number of shares of Common Stock been held by such Participant by (ii) the price for shares of Common Stock, determined by the Committee, as of the dividend payment date.
|
(a)
|
Deferred Amounts
. At all times a Participant shall be fully vested in his Deferred Salary, Deferred Bonus, Deferred Equity-Based Compensation, and Deferred Restoration Distribution Accounts hereunder (including any earnings or losses and Dividend Reinvestment Return thereon). A Participant shall become vested in any Company Matching Credits and Company Non-Elective Credits in the same manner and to the same extent as the Participant is vested in matching contributions otherwise credited to the Participant under the BD 401(k) Plan. A Participant shall become vested in any Company Discretionary Credits pursuant to the vesting schedule established by the Company at the time such Credits, if any, are made. Except as otherwise provided in Section 6.1(b) (death) or Section 6.1(c) (disability), if a Participant incurs a Separation from Service at any time prior to becoming fully vested in amounts credited to the Participant’s Accounts hereunder, the nonvested amounts credited to the Participant’s Accounts shall be immediately forfeited and the Participant shall have no right or interest in such nonvested deferred amounts.
|
(a)
|
Timing of Distribution – Distributions of Vested Accounts Other than
Death, Disability, or Scheduled Distributions
. The time and form of payment of Restoration Plan Benefits that are not otherwise deferred under Section 3.7 of the Plan are governed by the provisions of Article IV and those provisions of this Article VI specifically referring to Restoration Plan Benefit payment options. Except as otherwise provided herein, in the case of a Participant who incurs a Separation from Service before retirement from active employment (as defined below), a Participant’s vested Accounts shall be paid or commence to be paid, in the form of distribution elected in a particular Deferral Election (subject to Section 6.2), as soon as practicable (as determined by the Committee) after the Participant’s Separation from Service. Notwithstanding the foregoing, in the case of a Participant who incurs a Separation from Service with vested Company Non-Elective Credits, such vested Company Non-Elective Credits shall be paid in the form of a single lump sum distribution as soon as practicable after such Separation from Service for any reason (subject to the delay requirements described below that are applicable to Specified Employees). In the case of a Participant who retires from active employment hereunder (as defined below), and subject to Section 6.1(e) and Section 6.1(f), a Participant’s vested Accounts shall be paid or commence to be paid, in the form of distribution elected in a particular Deferral Election (subject to Section 6.2), as soon as practicable (as determined by the Committee) following the later of: (I) the date the Participant retires from active employment (or, in the case of certain Equity-Based Compensation that vests one year after retirement, one year after retirement), or (II) the date otherwise specified in the Participant’s Deferral Election; provided however that, in all events distributions under this subparagraph (II) of deferred amounts in excess of the Participant’s Grandfathered Restoration Plan Benefits must be made (or commence to be paid) as of the earlier of the Participant’s attainment of age 70 or death. For purposes of this Section 6.1(a), a Participant “retires from active employment” if:
|
(i)
|
the Participant Separates from Service with the Company or an affiliate after having attained age 65;
|
(ii)
|
the Participant Separates from Service after having attained age 55 with ten years of service (as determined under the Retirement Plan) or an affiliate; or
|
(i)
|
The Beneficiary may request (within a reasonable time after the Participant’s death, as specified by the Committee) that all remaining installment payments that are otherwise to be paid to the Beneficiary at least twelve (12) months after the date of the request be accelerated and paid in a single lump sum payment as of a date specified by the Committee that is at least twelve (12) months after the date of the request; or
|
(ii)
|
The Beneficiary may request (within a reasonable time after the Participant’s death, as specified by the Committee) that all remaining installment payments that are otherwise to be paid to the Beneficiary be accelerated and paid in the form of an immediate lump sum payment, subject to the requirement that ten percent (10%) of the remaining amounts be permanently forfeited.
|
(d)
|
Scheduled Distribution
.
|
(e)
|
Early Distribution – Grandfathered Deferrals
. Notwithstanding any other provision of the Plan, a Participant or Beneficiary may, at any time prior to or subsequent to commencement of payments, request in writing to the Committee to have any or all vested amounts in his or her Accounts that constitute Grandfathered Deferred Compensation Plan Deferrals or deferred Grandfathered Restoration Plan Benefits paid in an immediate lump sum distribution, provided that an amount equal to ten percent (10%) of the requested distribution shall be permanently forfeited from the Participant’s Accounts prior to such distribution. Any such lump sum distribution shall be paid as soon as practicable after the Committee’s receipt of the Participant’s (or Beneficiary’s) request. The minimum permitted early distribution under this Section 6.1(e) shall be $3,000.
|
(f)
|
Hardship Distribution
. At any time prior to the time an amount is otherwise payable hereunder, an active Participant may request a distribution of all or a portion of any vested amounts credited to the Participant’s Accounts on account of the Participant’s financial hardship, subject to the following requirements:
|
(i)
|
Such distribution shall be made, in the sole discretion of the Committee, if the Participant has incurred an unforeseeable emergency. The Committee shall consider any requests for payment under this Section 6.1(f) in accordance with the standards of interpretation described in Code Section 409A and the regulations and other guidance thereunder.
|
(ii)
|
For purposes of this Plan, an “unforeseeable emergency” shall be limited to a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s Spouse, the Participant’s Beneficiary, or of a Participant’s dependent (as defined in Code Section 152, without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)); loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); the need to pay for the funeral expenses of the Participant’s Spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in Code Section 152, without regard to Code Sections
|
(iii)
|
Notwithstanding the foregoing, distribution on account of an unforeseeable emergency under this subsection may not be made to the extent that such emergency is or may be relieved:
|
(A)
|
through reimbursement or compensation by insurance or otherwise,
|
(B)
|
by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or
|
(b)
|
Distribution Alternatives for Restoration Plan Benefits
. A Participant who is eligible to receive a Restoration Plan Benefit hereunder shall receive payment of such benefit in the Normal Form of Payment unless the Participant, subject to Section 6.2(e) below, elects an optional form of distribution as described in Section 6.2(d) below or an annuity form of benefit otherwise available under the Retirement Plan.
|
(c)
|
Lump Sum Distribution
. A Participant may elect, in accordance with such procedures established by the Committee, to have any vested deferral amounts credited to his Accounts paid in the form of a single lump sum distribution at the time otherwise required or permitted under the Plan.
|
(d)
|
Annual Installment Distributions
. A Participant may elect, in accordance with such procedures established by the Committee, to have any vested deferral amounts credited to his Accounts paid at the time otherwise required or permitted in the form of annual installments over a 5 or 10- year period commencing at the time otherwise required or permitted under the Plan and paid annually thereafter for the remainder of the installment period (subject to Section 6.1(b)). Notwithstanding the foregoing, in the case of any deferral amounts that were credited to a Participant’s Accounts prior to January 1, 2017 and that are vested, the Participant may elect, in accordance with such procedures established by the Committee, to have such amounts paid at the time otherwise required or permitted in the form of annual installments over a 15-year period commencing at the time otherwise required or permitted under the Plan and paid annually thereafter for the remainder of the installment period (subject to Section 6.1(b)). For these purposes, the amount of each installment payment shall be determined by multiplying the value of the Participant’s remaining vested Accounts by a fraction, the numerator of which is one (1) and the denominator of which is the number of calendar years remaining in the installment period. Notwithstanding the foregoing, if a Participant’s employment is terminated for cause, as determined by the Company, full payment of all remaining amounts attributable to Grandfathered Deferred Compensation Plan Deferrals and deferred Grandfathered Restoration Plan Benefits in such Participant’s Account shall be paid in the form of a single lump sum payment as soon as practicable after such termination.
|
(A)
|
Notwithstanding the foregoing, in accordance with the written, telephonic or electronic procedures prescribed by the Committee, a Participant may elect to change the form applicable to a particular category of deferral attributable to Grandfathered Deferred Compensation Plan Deferrals or deferred Grandfathered Restoration Plan Benefits at any time, provided that such election must be made at least twelve (12) consecutive months before the date on which such distribution otherwise would have been made or commenced. Any such change that is not in effect for at least the applicable twelve-month period shall be disregarded and the last valid election shall be substituted in its place. In the absence of such a valid election, distribution shall be made in the form of a single lump sum distribution in cash and, to the extent distributable amounts are credited to the Participant’s Deferred Stock Account, in shares of Common Stock (with any fractional share interest therein paid in cash to the extent of the then fair market value thereof).
|
(B)
|
In addition, with respect to a Participant who has commenced receiving his Grandfathered Deferred Compensation Plan Deferrals or deferred Grandfathered Restoration Plan Benefit paid in installment payments, such Participant may elect, pursuant to the written, telephonic or electronic method prescribed by the Committee (or its delegate), to have all remaining installment payments attributable to such grandfathered amounts that are otherwise to be paid to the Participant at least twelve (12) months after the date of the election be accelerated and paid in a single lump sum payment as of a date specified by the Committee that is at least twelve (12) months after the date of the election.
|
(A)
|
The election will not take effect until at least twelve months after the date on which the election is made and will not be recognized with respect to payments that would otherwise have commenced during such twelve-month period;
|
(B)
|
Except for payments made on account of a Participant’s death or financial hardship under Section 6.1(f), the payment with respect to which such election is made (or the first payment, in the case of installment payments) shall be deferred for a period of not less than five years from the date such payment would otherwise have been made;
|
(C)
|
Any election related to payments that would otherwise have commenced as of a specified time, as opposed to the Participant’s Separation from Service, may not be made less than twelve months prior to the date on which such payments would otherwise have commenced; and
|
(D)
|
The election will not take effect if the payment (or the first payment, in the case of installment payments) would be scheduled to commence after the later of the date the Participant reaches age 70 or the date the Participant retires from active employment under the minimum deferral period required pursuant to (B) above.
|
(A)
|
General Rule
. Where, pursuant to Section 4.4(b)(iii) and this Section 6.2, a Participant wishes to waive the Normal Form of Payment with respect his Restoration Plan Benefit and elect an optional form of payment, the following requirements must be met:
|
(1)
|
The election will not take effect until at least twelve months after the date on which the election is made and will not be recognized with respect to payments that would otherwise have commenced during such twelve-month period;
|
(2)
|
Except for payments made on account of a Participant’s death, the first payment with respect to which such election is made shall be delayed for a period
|
(B)
|
Annuity Election
. If a Participant elects to change the form of distribution with respect to a Restoration Plan Benefit to an annuity form of payment in accordance with subparagraph (A), the Participant may select the specific annuity form of payment at any time prior to commencement of annuity payments from among the following actuarially equivalent annuity options:
|
(1)
|
With respect to the portion of the Participant’s Restoration Plan Benefit that is determined using the final average pay formula under the Retirement Plan or that is otherwise described in Section 4.4(b)(i)(D): (i) a single life annuity payable for the Participant’s lifetime; (ii) a joint and survivor annuity payable for the lives of the Participant and the Participant’s Spouse under which if the Spouse shall survive the Participant, benefit payments shall continue after the Participant’s death for the remaining lifetime of the Spouse in an amount equal to 50%, 75% or 100% (as elected by the Participant prior to benefit commencement) of the benefits payable during the Participant’s life; or (iii) a guaranteed payments annuity option payable in
|
(2)
|
With respect to the portion of the Participant’s Restoration Plan Benefit that is determined using the cash balance formula under the Retirement Plan: (i) a single life annuity payable for the Participant’s lifetime; (ii) a joint and survivor annuity payable for the lives of the Participant and the Participant’s Spouse under which if the Spouse shall survive the Participant, benefit payments shall continue after the Participant’s death for the remaining lifetime of the Spouse in an amount equal to 50% or 75% or, if the Participant is age 55 or older on the date of benefit commencement, 100% (as elected by the Participant prior to benefit commencement) of the benefits payable during the Participant’s life; or (iii) if the Participant is age 55 or older on the date of benefit commencement, a guaranteed payments annuity option payable in either 60 or 120 monthly installments for the life of the Participant under which if the Participant dies before receiving the designated number of payments, the remaining benefit payments shall continue to the Participant’s Beneficiary after the Participant’s death.
|
(C)
|
Actuarial Factors for Determining Optional Annuity
Payments
. Unless provided otherwise in a Participant’s Agreement, if any, if an annuity form of payment of a Restoration Plan Benefit is to be made to a Participant (or Beneficiary) whose Restoration Plan Benefit is determined in whole or in part using the cash balance formula under the Retirement Plan or that is otherwise described in Section 4.4(b)(i)(D), the annuity attributable to such portion of the Restoration Plan Benefit shall be calculated by first converting the Participant’s Restoration Plan Benefit expressed as an account balance benefit into a single life annuity at benefit commencement determined using the Applicable Interest Rate and the Applicable Mortality Table (as such terms are defined in the Retirement Plan) used under the Retirement Plan for converting a cash balance account to a single life annuity. If the Participant elects an optional form of annuity other
|
(a)
|
Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Participant’s employment at any time, nor confer upon any Participant any right to continue in the employ of the Company.
|
(b)
|
Nothing in the Plan shall be construed to be evidence of any agreement or understanding, express or implied, that the Company will continue to
|
(c)
|
No employee shall have a right to be selected as a Participant, or, having been so selected, to be continued as a Participant.
|
(d)
|
Nothing in this Plan shall affect the right of a recipient to participate in and receive benefits under and in accordance with any pension, profit- sharing, deferred compensation or other benefit plan or program of the Company.
|
Title
|
Executive Vice President and General Counsel
|
Duties; Responsibilities
|
Reports to the Chairman and Chief Executive Officer of BD. Subject to approval of the Board, Executive shall be a corporate officer of BD. Executive shall serve as BD’s chief legal adviser and shall: (i) counsel management on the legal implications of all organization activities and problems; (ii) provide legal services as required in legal proceedings; (iii) keep abreast of legislative and administrative regulatory developments; and (iv) obtain the services of outside counsel as required to complement available internal legal resources.
|
Base Salary
|
Through September 2018, a base salary of $600,000 (“
Base Salary
”). Following September 2018, Base Salary shall be commensurate with Executive’s position as an executive officer of BD.
|
STI/LTI
|
•
Through September 2018, an annual short-term incentive target opportunity (“
STI
”) equal to 75% of Base Salary and an annual long-term incentive target opportunity equal to $1,250,000. Following September, 2018, STI shall be commensurate with Executive’s position as an executive officer of BD. The form of, amount and vesting conditions related to, annual long-term incentive awards (“
Annual LTI
”) granted to Executive shall be substantially similar to those granted to similarly situated executives of BD. Executive shall be entitled to receive his 2017 annual bonus pursuant to the terms of Section 7.06(d) of the Merger Agreement. If BD terminates the employment of Executive without Cause or Executive resigns for Good Reason (each as defined below) following the Closing but prior to December 31, 2017, Executive shall receive a prorated annual bonus in accordance with Section 7.06(d) of the Merger Agreement.
•
If the Closing occurs before the date Bard grants long-term incentive awards for 2018, BD shall grant Executive Annual LTI equal to $1,250,000 at the same time as it grants Annual LTI in the ordinary course of business to those Bard employees that are employed by BD following the Transaction.
•
If the Closing occurs following the date Bard grants long-term incentive awards for 2018 and the grant date value of the awards granted to Executive is less than $1,250,000, BD shall grant Executive Annual LTI with a target opportunity equal to the grant date value of the difference between the value of the award granted by Bard and $1,250,000, with such Annual LTI granted at the same time as BD grants Annual LTI in the ordinary course of business to those Bard employees that are employed by BD following the Transaction.
|
SIRP Treatment
|
•
Plan Freeze
. Executive shall agree to enter into an amendment (the “
Amendment
”) to the Supplemental Insurance Retirement Plan Agreement by and between Executive and Bard, dated July 16, 2014 (the “
SIRP Agreement
”). The Amendment shall provide that the values of the lump sum change of control enhanced benefit and the normal form retirement benefit shall be fixed as of Closing:
o
(i) as of Closing, the total SIRP benefit taking into account the change of control enhancement under Article VI shall be determined and vest without regard to whether termination of employment occurs during the three year period following Closing;
o
(ii) as of Closing, all future SIRP benefit accruals shall be frozen since the change of control enhancement takes into account future service, compensation increases and earnings through age 65; and
o
(iii) as of termination of Executive’s employment at any time following Closing, the total enhanced SIRP benefit determined pursuant to clause (i) shall be paid as follows: the amount equal to the accrued SIRP benefit (whether or not vested) determined as of Closing based on actual service and compensation through the date of Closing shall be paid in monthly installments over 15 years commencing on the later to occur of Executive’s termination of employment or age 55, and the benefit attributable to the change of control enhancement (equal the total SIRP benefit determined under clause (i) above, less the accrued SIRP benefit determined as of Closing) shall be paid in a lump sum upon termination of employment, subject to a six month delay as applicable.
•
SIRP Benefit
. As of April 1, 2017, Executive’s total SIRP benefit under sub-bullet (i) was $3,826,038 (assuming for the purposes of this Term Sheet that the Transaction closed on such date), and the portion of this amount attributable to the change of control enhancement was $3,622,854, and the portion of this amount attributable to the normal form retirement benefit was $203,184. As of Closing, and in connection with the Amendment, Executive’s total SIRP benefit shall be recalculated under the existing terms (including, for the avoidance of doubt, a discount rate of 4.29%) of the SIRP Agreement. As of the date Executive terminates employment with BD, BD shall provide Executive with a statement showing value of the total SIRP benefit adjusted to reflect the time value of the benefit based on the discount rate.
•
One-Time Election
. Executive shall be provided an election to change the payment of the normal retirement benefit from monthly installments over 15 years commencing on the later to occur of Executive’s termination of employment or age 55, to a lump sum amount
payable 5 years following such event.
•
Rabbi Trust
. Executive agrees to waive deposit of amounts payable under the SIRP Agreement into the rabbi trust.
|
Unvested Equity Awards
|
•
At Closing, BD shall vest Executive’s unvested converted Bard equity awards (including for the avoidance of doubt any converted Bard “premium” MSPP Units):
o
BD SARs (converted Bard options) shall remain exercisable for the term of the awards
o
BD RSUs (converted Bard RSUs and PLTIPs) shall be settled in BD shares as soon as administratively practicable following Closing
•
BD Units (converted Bard MSPP Units) shall be settled in BD shares on the date Executive elected to receive payment and, if no election was made, the earlier to occur of the fourth anniversary of the date of grant or the date that is six months following termination of employment.
|
Vested Equity Awards
|
•
For the avoidance of doubt, under the terms of the Transaction Agreement, Executive’s (i) vested Bard Options shall be converted to vested BD SARs and shall remain exercisable for the term of the awards and (ii) Bard “elective” MSPP Units granted in 2015 or later shall be converted into BD Units.
|
Restrictive Covenants
|
The Agreement Relating to Inventions, Trade Secrets and Confidential Information with Covenant Not to Compete by and between Bard and Executive, dated May 2, 2014 (the “
Restrictive Covenant Agreement
”), shall continue in effect following Closing.
Notwithstanding anything set forth in this Agreement or the Restrictive Covenant Agreement to the contrary, (i) Executive shall not be prohibited from reporting possible violations of federal or state law or regulation to any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation, nor is Executive required to notify BD regarding any such reporting, disclosure or cooperation with the government, and (ii) no provision contained in this Agreement or the Restrictive Covenant Agreement is intended to conflict with Section 1833(b) of the Defend Trade Secrets Act of 2016 or create liability for disclosures of trade secrets that are expressly allowed by such Section.
|
BD COC Arrangement
|
At Closing, Executive shall become party to a change of control agreement substantially in the form provided to similarly situated executives of BD.
|
Relinquishment of Bard COC Agreement; Survival of Certain Provisions
|
Executive agrees to relinquish the Bard COC Agreement and waive all rights thereunder; except that Sections 6(f) (Key Employees), 8 (Full Settlement), 9 (Gross Up), 10 (Confidential Information), 11 (Successors) and 12 (Miscellaneous) of the Bard COC Agreement shall continue to apply following the Closing, it being understood and agreed that Section 9 shall apply only to payments that could be subject to the excise tax imposed by Section 4999 of the Code in connection with the Transaction.
|
Definitions
|
Cause shall have the meaning set forth in the Bard COC Agreement
Good Reason shall mean, in each case without the prior written consent of Executive, a (i) material reduction in base salary or target bonus, provided that any such reduction occurring from or after September 2018 shall not constitute Good Reason where such reduction similarly affects similarly situated executives, (ii) relocation of principal place of employment by more than fifty (50) miles, (iii) material breach by BD of this Term Sheet or the Offer Letter, or (iv) a material diminution in Executive's authority, duties, responsibilities, title, position or reporting
.
Executive shall provide notice to the Executive Vice President and Chief Human Resources Officer of BD of the existence of Good Reason condition within ninety (90) days of the date Executive learns of the condition, and BD shall have a period of thirty (30) days during which it may remedy the condition, and in case of full remedy such condition shall not be deemed to constitute Good Reason.
|
Name of Subsidiary
|
|
Where Incorporated
|
|
|
|
Accuri Cytometers, Inc.
|
|
Delaware
|
Alverix, Inc.
|
|
Delaware
|
Bard Access Systems, Inc.
|
|
Utah
|
Bard Acquisition Sub, Inc.
|
|
Delaware
|
Bard ASDI, Inc.
|
|
New Jersey
|
Bard Brachytherapy, Inc.
|
|
Delaware
|
Bard Devices, Inc.
|
|
Delaware
|
Bard Healthcare, Inc.
|
|
Texas
|
Bard International, Inc.
|
|
Delaware
|
Bard MRL Acquisition Corp.
|
|
Delaware
|
Bard Peripheral Vascular, Inc.
|
|
Arizona
|
BD Ventures LLC
|
|
New Jersey
|
BDX INO LLC
|
|
Delaware
|
Becton Dickinson Biosciences, Systems and Reagents Inc.
|
|
California
|
Becton Dickinson Global Holdings I LLC
|
|
Delaware
|
Becton Dickinson Global Holdings II LLC
|
|
Delaware
|
Becton Dickinson Global Holdings III LLC
|
|
Delaware
|
Becton Dickinson Global Holdings IV LLC
|
|
Delaware
|
Becton Dickinson Global Holdings V LLC
|
|
Delaware
|
Becton Dickinson Infusion Therapy Systems Inc.
|
|
Delaware
|
Becton Dickinson Korea Holding, Inc.
|
|
Delaware
|
Becton Dickinson Luxembourg III LLC
|
|
Delaware
|
Becton Dickinson Luxembourg LLC
|
|
Delaware
|
Becton Dickinson Malaysia, Inc.
|
|
Oregon
|
Becton Dickinson Matrex Holdings, Inc.
|
|
Delaware
|
Becton Dickinson Overseas Services Ltd.
|
|
Nevada
|
Becton Dickinson Venture LLC
|
|
Delaware
|
Bridger Biomed, Inc.
|
|
Montana
|
C. R. Bard, Inc.
|
|
New Jersey
|
Cardal II, LLC
|
|
Delaware
|
CareFusion 213, LLC
|
|
Delaware
|
CareFusion 2200, Inc.
|
|
Delaware
|
CareFusion 2201, Inc.
|
|
Delaware
|
CareFusion 302, LLC
|
|
Delaware
|
CareFusion 303, Inc.
|
|
Delaware
|
CareFusion Corporation
|
|
Delaware
|
CareFusion Manufacturing, LLC
|
|
Delaware
|
CareFusion Resources, LLC
|
|
Delaware
|
CareFusion Solutions, LLC
|
|
Delaware
|
Cell Analysis Systems, Inc
|
|
Illinois
|
Cellular Research, Inc.
|
|
Delaware
|
CME America LLC
|
|
Delware
|
Name of Subsidiary
|
|
Where Incorporated
|
|
|
|
CRISI Medical Systems, Inc.
|
|
Delaware
|
Davol Inc.
|
|
Delaware
|
Difco Laboratories Incorporated
|
|
Michigan
|
DVL Acquisition Sub, Inc.
|
|
Delaware
|
Dymax Corporation
|
|
Pennsylvania
|
Enturican, Inc.
|
|
Kansas
|
FJ International, Inc.
|
|
Oregon
|
FlowCardia, Inc.
|
|
Delaware
|
FlowCardia, LLC
|
|
Delaware
|
FlowJo LLC
|
|
Oregon
|
Franklin Lakes Enterprises, L.L.C.
|
|
New Jersey
|
Gesco International, Inc.
|
|
Massachusetts
|
Gesco International, LLC
|
|
Massachusetts
|
HandyLab, Inc.
|
|
Delaware
|
IBD Holdings LLC
|
|
Delaware
|
JoHome LLC
|
|
Oregon
|
Liberator Health and Education Services, Inc.
|
|
Florida
|
Liberator Health and Wellness, Inc.
|
|
Florida
|
Liberator Medical Holdings, Inc.
|
|
Nevada
|
Liberator Medical Supply, Inc.
|
|
Florida
|
Loma Vista Medical, Inc.
|
|
Delaware
|
Loma Vista Medical, LLC
|
|
Delaware
|
Lutonix, Inc.
|
|
Delaware
|
Medafor, Inc.
|
|
Minnesota
|
MedChem Products, Inc.
|
|
Massachusetts
|
Medegen, LLC
|
|
California
|
Medivance, Inc.
|
|
Delaware
|
Med-Safe Systems, Inc.
|
|
California
|
Navarre Biomedical, LLC
|
|
Minnesota
|
Navarre Biomedical, Ltd.
|
|
Minnesota
|
Neomend, Inc.
|
|
Delaware
|
NOW Medical Distribution, Inc.
|
|
Delaware
|
NOW Medical Distribution, LLC
|
|
Delaware
|
Omega Biosystems Incorporated
|
|
Delaware
|
PharMingen
|
|
California
|
ProSeed, Inc.
|
|
New Jersey
|
PureWick Corporation
|
|
California
|
Roberts Laboratories, Inc.
|
|
Arizona
|
Rochester Medical Corporation
|
|
Minnesota
|
Safety Syringes, Inc.
|
|
California
|
SenoRx, Inc.
|
|
Delaware
|
SenoRx, LLC
|
|
Delaware
|
Shield Healthcare Centers, Inc.
|
|
Delaware
|
Sirigen, Inc.
|
|
California
|
Name of Subsidiary
|
|
Where Incorporated
|
|
|
|
Specialized Health Products International, Inc.
|
|
Delaware
|
Specialized Health Products International, LLC
|
|
Delaware
|
Specialized Health Products, Inc.
|
|
Utah
|
Staged Diabetes Management LLC
|
|
New Jersey
|
Surgical Site Solutions, Inc.
|
|
Wisconsin
|
Tri-County Medical & Ostomy Supplies, Inc.
|
|
Tennessee
|
TriPath Imaging, Inc.
|
|
Delaware
|
TVA Medical, Inc.
|
|
Delaware
|
Vascular Pathways, Inc.
|
|
Delaware
|
Venetec International, Inc.
|
|
Delaware
|
Venetec International, LLC
|
|
Delaware
|
Y-Med, Inc.
|
|
Delaware
|
Y-Med, LLC
|
|
Delaware
|
Name of Subsidiary
|
|
Where Incorporated
|
|
|
|
Abastecedora de Dispositivos Medicos JL S.A. de C.V.
|
|
Mexico
|
Alpha Altitude Sdn Bhd
|
|
Malaysia
|
Alverix (M) Sdn. Bhd.
|
|
Malaysia
|
ARX SA
|
|
Switzerland
|
Bard (Thailand) Limited
|
|
Thailand
|
Bard Australia Pty. Limited
|
|
Australia, New South Wales
|
Bard Benelux N.V.
|
|
Belgium
|
Bard Brasil Indústria e Comércio de Produtos Para a Saúde Ltda.
|
Brazil, Sao Paulo
|
|
Bard Canada Inc.
|
|
Canada, Ontario
|
Bard Chile S.p.A.
|
|
Chile
|
Bard Colombia S.A.S.
|
|
Columbia
|
Bard Czech Republic s.r.o.
|
|
Czech Republic, Prague
|
Bard de Espana, S.A.
|
|
Spain
|
Bard Dublin ITC Limited
|
|
Ireland
|
Bard EMEA Finance Center Sp.z o.o.
|
|
Poland
|
Bard European Distribution Center N.V.
|
|
Belgium
|
Bard Finance B.V. & Co. KG.
|
|
Netherlands
|
Bard Financial Services Ltd.
|
|
England
|
Bard Finland OY
|
|
Finland
|
Bard France S.A.S.
|
|
France
|
Bard Healthcare Science (Shanghai) Limited
|
|
China, Shanghai
|
Bard Hellas S.A.
|
|
Greece
|
Bard Holding GmbH & Co. KG
|
|
Germany
|
Bard Holding SAS
|
|
France
|
Bard Holdings Limited
|
|
England
|
Bard Holdings Netherlands B.V.
|
|
Netherlands
|
Bard Hong Kong Limited
|
|
China, Shanghai
|
Bard India Healthcare Pvt. Ltd.
|
|
India, Maharashtra
|
Bard International Holdings, B.V.
|
|
Netherlands
|
(Bard Istanbul Healthcare Limited Company)
|
|
Turkey, Istanbul
|
Bard Korea Ltd.
|
|
Korea, Republic
|
Bard Limited
|
|
England
|
Bard Malaysia Healthcare Sdn. Bhd.
|
|
Malaysia
|
Bard Medica SA
|
|
Switzerland, Geneva
|
Bard Medical Devices (Beijing) Co., Ltd.
|
|
China
|
Bard Medical R&D (Shanghai) Co., Ltd.
|
|
China, Shanghai
|
Bard Medical SA (Proprietary) Limited
|
|
South Africa, Johannesburg, Gauteng
|
Bard Mexico Realty, S. de R.L. de C.V.
|
|
Mexico, Chihuahua
|
Bard Netherlands C. V.
|
|
Netherlands
|
Bard Norden AB
|
|
Sweden
|
Bard Norway AS
|
|
Norway
|
Bard Pacific Health Care Company Ltd.
|
|
Taiwan
|
Bard Poland Sp. z.o.o.
|
|
Poland
|
Bard Reynosa, S.A. de C.V.
|
|
Mexico, Tamaulipas
|
Bard S.r.l.
|
|
Italy
|
Bard Sdn. Bhd.
|
|
Mayalsia
|
Bard Shannon Limited
|
|
Ireland
|
Bard Singapore Private Limited
|
|
Singapore
|
Bard Sourcing Office Singapore Pte. Ltd.
|
|
Singapore
|
Bard Sweden AB
|
|
Sweden
|
Bard UK Newco Limited
|
|
England
|
Bard Verwaltung GmbH
|
|
Germany
|
BD Holding S. de R.L. de C.V.
|
|
Mexico
|
BD Kiestra BV
|
|
Netherlands
|
BD Rapid Diagnostic (Suzhou) Co., Ltd.
|
|
China
|
BD Switzerland Sarl
|
|
Switzerland
|
BD West Africa Limited
|
|
Ghana
|
BDIT Singapore Pte. Ltd.
|
|
Singapore
|
Becton Dickinson A.G.
|
|
Switzerland
|
Becton Dickinson A/S
|
|
Denmark
|
Becton, Dickinson and Company, Ltd.
|
|
Ireland
|
Becton Dickinson Argentina S.R.L.
|
|
Argentina
|
Becton Dickinson Asia Holdings Ltd.
|
|
Gibraltar
|
Becton Dickinson Asia Limited
|
|
Hong Kong
|
Becton Dickinson Asia Pacific Limited
|
|
British Virgin Islands
|
Becton Dickinson Austria GmbH
|
|
Austria
|
Becton Dickinson Austria Holdings GmbH
|
|
Austria
|
Becton Dickinson Benelux N.V.
|
|
Belgium
|
Becton Dickinson Bermuda L.P.
|
|
Bermuda
|
Becton, Dickinson B.V.
|
|
Netherlands
|
Becton Dickinson Canada Inc.
|
|
Canada
|
Becton Dickinson Caribe Ltd.
|
|
Cayman Islands
|
Becton Dickinson Croatia d.o.o.
|
|
Croatia
|
Becton Dickinson Czechia s.r.o.
|
|
Czech Republic
|
Becton Dickinson de Colombia Ltda.
|
|
Colombia
|
Becton Dickinson de Mexico, S.A. de C.V.
|
|
Mexico
|
Becton Dickinson del Uruguay S.A.
|
|
Uruguay
|
Becton Dickinson Dispensing Belgium BVBA
|
|
Belgium
|
Becton Dickinson Dispensing Denmark A/S
|
|
Denmark
|
Becton Dickinson Dispensing France SAS
|
|
France
|
Becton Dickinson Dispensing Ireland Limited
|
|
Ireland
|
Becton Dickinson Dispensing Norway
|
|
Norway
|
Becton Dickinson Dispensing Spain S.L.U.
|
|
Spain
|
Becton Dickinson Dispensing UK Ltd.
|
|
United Kingdom
|
Becton Dickinson Distribution Center N.V.
|
|
Belgium
|
Becton Dickinson Dublin Designated Activity Company
|
|
Ireland
|
Becton Dickinson East Africa Ltd.
|
|
Kenya
|
Becton Dickinson Europe Holdings S.A.S.
|
|
France
|
Becton Dickinson France S.A.S.
|
|
France
|
Becton Dickinson (Gibraltar) Holdings Ltd.
|
|
Gibraltar
|
Becton Dickinson (Gibraltar) Limited
|
|
Gibraltar
|
Becton Dickinson (Gibraltar) Management Limited
|
|
Gibraltar
|
Becton Dickinson GmbH
|
|
Germany
|
Becton Dickinson GSA Beteilgungs GmbH
|
|
Germany
|
Becton Dickinson Guatemala S.A.
|
|
Guatemala
|
Becton Dickinson Hellas S.A.
|
|
Greece
|
Becton Dickinson Holdings Pte Ltd.
|
|
Singapore
|
Becton Dickinson Hungary Kft.
|
|
Hungary
|
Becton Dickinson India Private Limited
|
|
India, Maharashtra
|
Becton, Dickinson Industrias Cirurgicas, Ltda.
|
|
Brazil
|
Becton Dickinson Infusion Therapy AB
|
|
Sweden
|
Becton Dickinson Infusion Therapy B.V.
|
|
Netherlands
|
Becton Dickinson Infusion Therapy Holdings UK Limited
|
|
United Kingdom
|
Becton Dickinson Infusion Therapy Systems Inc., S.A. de C.V.
|
|
Mexico
|
Becton Dickinson Infusion Therapy UK
|
|
United Kingdom
|
Becton Dickinson Insulin Syringe, Ltd.
|
|
Cayman Islands
|
Becton Dickinson International Holdings Pte Ltd.
|
|
Singapore
|
Becton Dickinson International Holdings II Pte Ltd.
|
|
Singapore
|
Becton Dickinson Ireland Holding Limited
|
|
Ireland
|
Becton Dickinson Israel Ltd.
|
|
Israel
|
Becton Dickinson Italia S.p.A.
|
|
Italy
|
Becton Dickinson Ithalat Ihracat Limited Sirketi
|
|
Turkey
|
Becton Dickinson Korea Ltd.
|
|
Korea
|
Becton Dickinson Ltd.
|
|
New Zealand
|
Becton Dickinson Luxembourg Finance S.a.r.L.
|
|
Luxembourg
|
Becton Dickinson Luxembourg Finco S.a.r.L.
|
|
Luxembourg
|
Becton Dickinson Luxembourg Global Holdings Sarl
|
|
Luxembourg
|
Becton Dickinson Luxembourg Holdings II S.a.r.L
|
|
Luxembourg
|
Becton Dickinson Luxembourg Holdings III S.a.r.L
|
|
Luxembourg
|
Becton Dickinson Luxembourg Holdings IV S.a.r.L
|
|
Luxembourg
|
Becton Dickinson Luxembourg Holdings S.a.r.L
|
|
Luxembourg
|
Becton Dickinson Luxembourg III LLC S.C.S.
|
|
Luxembourg
|
Becton Dickinson Luxembourg LLC S.C.S.
|
|
Luxembourg
|
Becton Dickinson Luxembourg S.a.r.L.
|
|
Luxembourg
|
Becton Dickinson Management GmbH & Co. KG
|
|
Germany
|
Becton Dickinson Management S.a.r.L
|
|
Luxembourg
|
Becton Dickinson (Mauritius) Limited
|
|
Mauritius
|
Becton Dickinson Medical (S) Pte Ltd.
|
|
Singapore
|
Becton Dickinson Medical Devices (Shanghai) Co., Ltd.
|
|
China
|
Becton Dickinson Medical Devices (Suzhou) Co., Ltd.
|
|
China
|
Becton Dickinson Medical Products Pte. Ltd.
|
|
Singapore
|
Becton Dickinson Netherlands Global Holdings I C.V.
|
|
Netherlands
|
Becton Dickinson Netherlands Global Holdings II C.V.
|
|
Netherlands
|
Becton Dickinson Netherlands Global Holdings III C.V.
|
|
Netherlands
|
Becton Dickinson Netherlands Holdings B.V.
|
|
Netherlands
|
Becton Dickinson Netherlands Holdings II B.V.
|
|
Netherlands
|
Becton Dickinson Norway AS
|
|
Norway
|
Becton Dickinson O.Y.
|
|
Finland
|
Becton Dickinson Pakistan (Pvt) Ltd.
|
|
Pakistan
|
Becton Dickinson Penel Limited
|
|
Cayman Islands
|
Becton Dickinson Philippines, Inc.
|
|
Philippines
|
Becton Dickinson Polska Sp.z.o.o.
|
|
Poland
|
Becton Dickinson Portugal, Unipessoal, Lda.
|
|
Portugal
|
Becton Dickinson Pty. Ltd.
|
|
Australia
|
Becton Dickinson (Pty) Ltd.
|
|
South Africa
|
Becton Dickinson Research Centre Ireland Limited
|
|
Ireland
|
Becton Dickinson Rowa Germany GmbH
|
|
Germany
|
Becton Dickinson Rowa Italy Srl
|
|
Italy
|
Becton Dickinson S.A.
|
|
Spain
|
Becton Dickinson Sample Collection GmbH
|
|
Switzerland
|
Becton Dickinson Sdn. Bhd.
|
|
Malaysia
|
Becton Dickinson Slovakia s.r.o.
|
|
Slovakia
|
Becton Dickinson Sweden AB
|
|
Switzerland
|
Becton Dickinson Sweden Holdings AB
|
|
Sweden
|
Becton Dickinson Switzerland Global Holdings SarL
|
|
Switzerland
|
Becton Dickinson (Thailand) Limited
|
|
Thailand
|
Becton Dickinson U.K. Limited
|
|
United Kingdom
|
Becton Dickinson Venezuela, C.A.
|
|
Venezuela
|
Becton Dickinson Verwaltungs GmbH
|
|
Germany
|
Becton Dickinson Vostok LLC
|
|
Russia
|
Becton Dickinson Worldwide Investments Sa.r.L.
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Luxembourg
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Becton Dickinson Zambia Limited
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Zambia
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Benex Ltd.
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|
Ireland
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C. R. Bard (Portugal) - Produtos e Artigos Medicos e Farmaceuticos
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Portugal, Lisbon
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C. R. Bard GmbH
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Germany
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C. R. Bard Netherlands Sales B.V.
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Netherlands
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Cardial S.A.S.
|
|
France
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CareFusion Asia (HK) Limited
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Hong Kong
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CareFusion Australia 316 Pty Limited
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Australia
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CareFusion (Barbados) SrL
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Barbados
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CareFusion BH 335 d.o.o. Cazin
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Bosnia
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Care Fusion Development Private Limited
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India
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CareFusion D.R. 203 Ltd.
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Bermuda
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CareFusion (Shanghai) Commercial and Trading Co. Limited
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Portugal
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CareFusion Finland 320 Oy
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Finland
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CareFusion France 309 S.A.S.
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France
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CareFusion Germany 318 GmbH
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Germany
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CareFusion Iberia 308 S.L.
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Spain
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CareFusion Israel 330 Ltd.
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|
Israel
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CareFusion Italy 311 S.r.l.
|
|
Italy
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CareFusion Italy 312 S.p.A.
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Italy
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CareFusion Japan 324 GK
|
|
Japan
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CareFusion Malaysia 325 Sdn Bhd
|
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Malaysia
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CareFusion Mexico 215 SA de CV
|
|
Mexico
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CareFusion Netherlands 310 B.V.
|
|
Netherlands
|
CareFusion Netherlands 328 B.V.
|
|
Netherlands
|
CareFusion Netherlands 503 B.V.
|
|
Netherlands
|
CareFusion Netherlands 504 B.V.
|
|
Netherlands
|
CareFusion Netherlands Financing 283 C.V.
|
|
Netherlands
|
CareFusion New Zealand 313 Limited
|
|
New Zealand
|
CareFusion Norway 315 A/S
|
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Norway
|
CareFusion S.A. 319 (Proprietary) Limited
|
|
South Africa
|
CareFusion Singapore 243 Pte. Ltd.
|
|
Singapore
|
CareFusion Sweden 314 AB
|
|
Sweden
|
CareFusion U.K. 244 Limited
|
|
United Kingdom
|
CareFusion U.K. 305 Limited
|
|
United Kingdom
|
CareFusion U.K. 306 Limited
|
|
United Kingdom
|
Carmel Pharma AB
|
|
Sweden
|
Clearstream Technologies Group Limited
|
|
Ireland
|
Clearstream Technologies Limited
|
|
Ireland
|
CME Ltd.
|
|
Israel
|
CME Medical (UK) Limited
|
|
United Kingdom
|
CME UK (Holdings) Limited
|
|
United Kingdom
|
Corporativo BD de Mexico, S. de R.L. de C.V.
|
|
Mexico
|
DLD (Bermuda) Ltd.
|
|
Bermuda
|
Davol International Limited
|
|
England
|
Davol Surgical Innovations, S.A. de C.V.
|
|
Mexico, Chihuahua
|
Distribuidora BD Mexico, S.A. de C.V.
|
|
Mexico
|
Dutch American Manufacturers (D.A.M.) B.V.
|
|
Netherlands
|
Embo Medical Limited
|
|
Ireland
|
Enturia de México S. de R.L. de C.V.
|
|
Mexico
|
Gamer Lasertechnik GmbH
|
|
Germany
|
GenCell Biosystems Ltd.
|
|
Ireland
|
GeneOhm Sciences Canada Inc.
|
|
Canada
|
Kabushiki Kaisha Medicon (Medicon, Inc.)
|
|
Japan
|
Limited Liability Company Bard Rus
|
|
Russian Federation
|
Nippon Becton Dickinson Company, Ltd.
|
|
Japan
|
PreAnalytiX GmbH
|
|
Switzerland
|
Procesos para Esterilizacion, S.A. de C.V.
|
|
Mexico
|
Productos Bard de Mexico, S.A. de C.V.
|
|
Mexico, Mexico City
|
Productos Para el Cuidado de la Salud, S.A. de C.V.
|
|
Mexico, Nogales
|
PT Becton Dickinson Indonesia
|
|
Indonesia
|
Puls Medical Devices AS LC
|
|
Norway
|
Rochester Medical Ltd.
|
|
United Kingdom
|
RPM Home Health Care Limited
|
|
United Kingdom
|
Sendal, S.L.U.
|
|
Spain
|
Sirigen II Limited
|
|
United Kingdom
|
Sistemas Médicos ALARIS, S.A. de C.V.
|
|
Mexico
|
Touchstone Medical Limited
|
|
United Kingdom
|
Vas-Cath Incorporated
|
|
Canada, Ontario
|
|
|
|
/s/ Catherine M. Burzik
|
|
/s/ Gary A. Mecklenburg
|
Catherine M. Burzik
|
|
Gary A. Mecklenburg
|
|
|
|
/s/ R. Andrew Eckert
|
|
/s/ David F. Melcher
|
R. Andrew Eckert
|
|
David F. Melcher
|
|
|
|
/s/ Vincent A. Forlenza
|
|
/s/ Willard J. Overlock, Jr.
|
Vincent A. Forlenza
|
|
Willard J. Overlock, Jr.
|
|
|
|
/s/ Claire M. Fraser
|
|
/s/ Claire Pomeroy
|
Claire M. Fraser
|
|
Claire Pomeroy
|
|
|
|
/s/ Jeffrey W. Henderson
|
|
/s/ Rebecca W. Rimel
|
Jeffrey W. Henderson
|
|
Rebecca W. Rimel
|
|
|
|
/s/ Christopher Jones
|
|
/s/ Timothy M. Ring
|
Christopher Jones
|
|
Timothy M. Ring
|
|
|
|
/s/ Marshall O. Larsen
|
|
/s/ Bertram L. Scott
|
Marshall O. Larsen
|
|
Bertram L. Scott
|
Date: November 21, 2018
|
|
/s/ Vincent A. Forlenza
|
Vincent A. Forlenza
|
Chairman and Chief Executive Officer
|
Date: November 21, 2018
|
|
/s/ Christopher R. Reidy
|
Christopher R. Reidy
|
Executive Vice President, Chief Financial Officer and Chief Administrative Officer
|
Date: November 21, 2018
|
|
/s/ Vincent A. Forlenza
|
Vincent A. Forlenza
|
Chief Executive Officer
|
Date: November 21, 2018
|
|
/s/ Christopher R. Reidy
|
Christopher R. Reidy
|
Chief Financial Officer
|