|
New Jersey
|
|
22-0760120
|
||
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
||
1 Becton Drive,
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Franklin Lakes,
|
New Jersey
|
|
07417-1880
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(Address of principal executive offices)
|
|
(Zip code)
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Title of Each Class
|
|
Trading Symbol
|
|
Name of Each Exchange on Which Registered
|
Common stock, par value $1.00
|
|
BDX
|
|
New York Stock Exchange
|
Depositary Shares, each representing 1/20th of a share of 6.125% Cumulative Preferred Stock Series A
|
|
BDXA
|
|
New York Stock Exchange
|
1.000% Notes due December 15, 2022
|
|
BDX22A
|
|
New York Stock Exchange
|
1.900% Notes due December 15, 2026
|
|
BDX26
|
|
New York Stock Exchange
|
1.401% Notes due May 24, 2023
|
|
BDX23A
|
|
New York Stock Exchange
|
3.020% Notes due May 24, 2025
|
|
BDX25
|
|
New York Stock Exchange
|
0.174% Notes due June 4, 2021
|
|
BDX/21
|
|
New York Stock Exchange
|
0.632% Notes due June 4, 2023
|
|
BDX/23A
|
|
New York Stock Exchange
|
1.208% Notes due June 4, 2026
|
|
BDX/26A
|
|
New York Stock Exchange
|
Large accelerated filer
|
|
☑
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|
Accelerated filer
|
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☐
|
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Non-accelerated filer
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
Smaller reporting company
|
|
☐
|
|
Emerging growth company
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
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|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
|
|
☐
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|
|
Organizational Unit
|
Principal Product Lines
|
Medication
Delivery
Solutions
|
Peripheral intravenous ("IV") catheters (conventional, safety); advanced peripheral catheters (guidewire assisted peripherally inserted venous catheters, midline catheters, port access); central lines (peripherally inserted central 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; 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
|
IV medication safety and infusion therapy delivery systems, including infusion pumps, dedicated disposables, and IV fluids; medication compounding workflow systems; automated medication dispensing; automated supply management systems; medication inventory optimization and tracking systems; and informatics and analytics solutions for enterprise medication management.
|
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 and support services - 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; 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 for testing of respiratory infections; microbiology laboratory automation; and plated media for clinical and industrial applications.
|
Biosciences
|
Fluorescence-activated cell sorters and analyzers; antibodies and kits for performing cell analysis; reagent systems for life science research; solutions for high-throughput single-cell gene expression analysis; and clinical oncology, immunological (HIV) and transplantation diagnostic/monitoring reagents and analyzers.
|
Organizational Unit
|
Principal Product Lines
|
Integrated Diagnostic Solutions
|
Integrated systems for specimen collection; safety-engineered blood collection products and 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 for testing of respiratory infections; microbiology laboratory automation; and plated media for clinical and industrial applications.
|
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, and V. Mueller™ surgical and laparoscopic instrumentation products.
|
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
|
Urine management devices, urological drainage products, intermittent catheters, kidney stone management devices, Targeted Temperature Management, and fecal management devices.
|
Name
|
Age
|
Position
|
Vincent A. Forlenza
|
66
|
Chairman since July 2012; Chief Executive Officer since 2011; and President from January 2009 to April 2017. Mr. Forlenza will become executive Chairman, effective January 28, 2020.
|
Thomas E. Polen
|
46
|
Chief Operating Officer since October 2018; President since April 2017; and Executive Vice President and President - Medical Segment from October 2014 to April 2017. The BD Board of Directors has elected Mr. Polen to serve as BD's Chief Executive Officer and President, effective January 28, 2020.
|
Simon D. Campion
|
48
|
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.
|
Alexandre Conroy
|
56
|
Executive Vice President and Chief Integrated Supply Chain Officer since February 2019; Worldwide President, Medication and Procedural Solutions from May 2017 to February 2019; and Executive Vice President and President, Europe, EMA and the Americas from June 2012 to May 2017.
|
Roland Goette
|
57
|
Executive Vice President and President, EMEA since May 2017; and President, Europe from October 2014 to May 2017.
|
Patrick K. Kaltenbach
|
56
|
Executive Vice President and President, Life Sciences Segment since May 2018; and Senior Vice President and President, Life Sciences and Applied Markets Group, Agilent Technologies, Inc. from November 2014 to April 2018.
|
Samrat S. Khichi
|
52
|
Executive Vice President, Public Policy and Regulatory Affairs since May 2019; Executive Vice President and General Counsel from December 2017 to May 2019; and Senior Vice President, General Counsel and Corporate Secretary, C.R. Bard, Inc. from July 2014 to December 2017.
|
Betty D. Larson
|
43
|
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 2017 to December 2017; and prior thereto, Vice President, Human Resources - Global Medical Products Business, C.R. Bard, Inc.
|
James Lim
|
55
|
Executive Vice President and President, Greater Asia since June 2012.
|
Alberto Mas
|
58
|
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
|
62
|
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, 2019
|
1,329
|
|
|
$253.11
|
|
—
|
|
|
7,857,742
|
|
|
August 1-31, 2019
|
212
|
|
|
$249.88
|
|
—
|
|
|
7,857,742
|
|
|
September 1-30, 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
7,857,742
|
|
Total
|
1,541
|
|
|
$252.66
|
|
—
|
|
|
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
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
Dollars in millions, except share and per share amounts
|
||||||||||||||||||
Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
17,290
|
|
|
$
|
15,983
|
|
|
$
|
12,093
|
|
|
$
|
12,483
|
|
|
$
|
10,282
|
|
Gross Profit (a)
|
8,288
|
|
|
7,269
|
|
|
5,965
|
|
|
6,018
|
|
|
4,719
|
|
|||||
Operating Income (a)
|
1,760
|
|
|
1,509
|
|
|
1,522
|
|
|
1,481
|
|
|
1,119
|
|
|||||
Income Before Income Taxes
|
1,176
|
|
|
1,173
|
|
|
976
|
|
|
1,074
|
|
|
739
|
|
|||||
Income Tax (Benefit) Provision
|
(57
|
)
|
|
862
|
|
|
(124
|
)
|
|
97
|
|
|
44
|
|
|||||
Net Income
|
1,233
|
|
|
311
|
|
|
1,100
|
|
|
976
|
|
|
695
|
|
|||||
Basic Earnings Per Share
|
4.01
|
|
|
0.62
|
|
|
4.70
|
|
|
4.59
|
|
|
3.43
|
|
|||||
Diluted Earnings Per Share
|
3.94
|
|
|
0.60
|
|
|
4.60
|
|
|
4.49
|
|
|
3.35
|
|
|||||
Dividends Per Common Share
|
3.08
|
|
|
3.00
|
|
|
2.92
|
|
|
2.64
|
|
|
2.40
|
|
|||||
Financial Position
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Assets
|
51,765
|
|
|
53,904
|
|
|
37,734
|
|
|
25,586
|
|
|
26,478
|
|
|||||
Total Long-Term Debt
|
18,081
|
|
|
18,894
|
|
|
18,667
|
|
|
10,550
|
|
|
11,370
|
|
|||||
Total Shareholders’ Equity
|
21,081
|
|
|
20,994
|
|
|
12,948
|
|
|
7,633
|
|
|
7,164
|
|
|||||
Additional Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Average Common and Common Equivalent Shares Outstanding — Assuming Dilution (millions)
|
274.8
|
|
|
264.6
|
|
|
223.6
|
|
|
217.5
|
|
|
207.5
|
|
(a)
|
Prior-year amounts were revised to reflect the recognition of all components of the Company’s net periodic pension and postretirement benefit costs, aside from service cost, to Other income (expense), net on its consolidated income statements, as is further discussed in Note 2 to the consolidated financial statements contained in Item 8. Financial Statements and Supplementary Data.
|
|
Years Ended September 30
|
||||||||||||||||||
Millions of dollars, except per share amounts
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Total specified items
|
$
|
2,749
|
|
|
$
|
2,409
|
|
|
$
|
1,466
|
|
|
$
|
1,261
|
|
|
$
|
1,186
|
|
After-tax impact of specified items
|
$
|
2,127
|
|
|
$
|
2,674
|
|
|
$
|
971
|
|
|
$
|
892
|
|
|
$
|
786
|
|
Impact of specified items on diluted earnings per share
|
$
|
(7.74
|
)
|
|
$
|
(10.11
|
)
|
|
$
|
(4.34
|
)
|
|
$
|
(4.10
|
)
|
|
$
|
(3.79
|
)
|
Dilutive impact 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 with our product offerings.
|
•
|
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 growth was driven by sales growth in all of the segment's units, particularly by growth in the Medication Management Solutions, Medication Delivery Solutions and Pharmaceutical Systems units.
|
•
|
Life Sciences segment growth reflected growth in all of the segment's units, particularly in the Biosciences unit.
|
•
|
Interventional segment growth reflected sales growth in all units, particularly in the Surgery unit and the Urology and Critical Care unit.
|
|
|
|
|
|
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||||||||||||||||||||
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
|
Total
Change
|
|
Estimated
FX
Impact
|
|
FXN Change
|
|
Total
Change
|
|
Estimated
FX
Impact
|
|
FXN Change
|
||||||||||||
Medication Delivery Solutions
|
$
|
3,859
|
|
|
$
|
3,644
|
|
|
$
|
2,812
|
|
|
5.9
|
%
|
|
(2.7
|
)%
|
|
8.6
|
%
|
|
29.6
|
%
|
|
1.9
|
%
|
|
27.7
|
%
|
Medication Management Solutions
|
2,629
|
|
|
2,470
|
|
|
2,295
|
|
|
6.4
|
%
|
|
(1.1
|
)%
|
|
7.5
|
%
|
|
7.7
|
%
|
|
1.1
|
%
|
|
6.6
|
%
|
|||
Diabetes Care
|
1,110
|
|
|
1,105
|
|
|
1,056
|
|
|
0.5
|
%
|
|
(2.4
|
)%
|
|
2.9
|
%
|
|
4.6
|
%
|
|
1.7
|
%
|
|
2.9
|
%
|
|||
Pharmaceutical Systems
|
1,465
|
|
|
1,397
|
|
|
1,256
|
|
|
4.8
|
%
|
|
(3.4
|
)%
|
|
8.2
|
%
|
|
11.2
|
%
|
|
4.8
|
%
|
|
6.4
|
%
|
|||
Total Medical revenues
|
$
|
9,064
|
|
|
$
|
8,616
|
|
|
$
|
7,419
|
|
|
5.2
|
%
|
|
(2.3
|
)%
|
|
7.5
|
%
|
|
16.1
|
%
|
|
2.1
|
%
|
|
14.0
|
%
|
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
||||||
Medical segment operating income (a)
|
$
|
2,824
|
|
|
$
|
2,624
|
|
|
$
|
1,907
|
|
|
|
|
|
|
|
||||||
Segment operating income as % of Medical revenues
|
31.2
|
%
|
|
30.5
|
%
|
|
25.7
|
%
|
(a)
|
Operating income in 2019 and 2018 excluded certain general and administrative costs, which were allocated to the segment in 2017, due to a change in our management reporting approach, as is further discussed in Note 7 to the consolidated financial statements contained in Item 8. Financial Statements and Supplementary Data.
|
|
|
|
|
|
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||||||||||||||||||||
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
|
Total
Change
|
|
Estimated
FX
Impact
|
|
FXN Change
|
|
Total
Change
|
|
Estimated
FX
Impact
|
|
FXN Change
|
||||||||||||
Preanalytical Systems
|
$
|
1,558
|
|
|
$
|
1,553
|
|
|
$
|
1,471
|
|
|
0.3
|
%
|
|
(3.0
|
)%
|
|
3.3
|
%
|
|
5.5
|
%
|
|
1.4
|
%
|
|
4.1
|
%
|
Diagnostic Systems
|
1,547
|
|
|
1,536
|
|
|
1,378
|
|
|
0.7
|
%
|
|
(2.6
|
)%
|
|
3.3
|
%
|
|
11.5
|
%
|
|
1.9
|
%
|
|
9.6
|
%
|
|||
Biosciences
|
1,194
|
|
|
1,241
|
|
|
1,139
|
|
|
(3.8
|
)%
|
|
(2.2
|
)%
|
|
(1.6
|
)%
|
|
9.0
|
%
|
|
2.2
|
%
|
|
6.8
|
%
|
|||
Total Life Sciences revenues
|
$
|
4,300
|
|
|
$
|
4,330
|
|
|
$
|
3,988
|
|
|
(0.7
|
)%
|
|
(2.6
|
)%
|
|
1.9
|
%
|
|
8.6
|
%
|
|
1.8
|
%
|
|
6.8
|
%
|
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
||||||
Life Sciences segment operating income (a)
|
$
|
1,248
|
|
|
$
|
1,207
|
|
|
$
|
772
|
|
|
|
|
|
|
|
||||||
Segment operating income as % of Life Sciences revenues
|
29.0
|
%
|
|
27.9
|
%
|
|
19.4
|
%
|
(a)
|
Operating income in 2019 and 2018 excluded certain general and administrative costs, which were allocated to the segment in 2017, 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 in fiscal year 2019 was relatively flat compared with gross margin in 2018. Gross margin in 2019 was favorably impacted by lower manufacturing costs resulting from continuous improvement projects which enhanced the efficiency of our operations, as well as by the unfavorable prior-year impact of the Biosciences unit's write-down of certain intangible and other assets. These favorable impacts to gross margin in 2019 were offset by unfavorable foreign currency translation and higher raw material costs. The Life Sciences segment's gross profit margin as a percentage of revenues was higher in fiscal year 2018 as compared with 2017 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.
|
•
|
Selling and administrative expense as a percentage of Life Sciences revenues in 2019 was lower compared to 2018 primarily due to reduced general and administrative spending. 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.
|
•
|
Research and development expense as a percentage of revenues in 2019 was lower compared with 2018 primarily due to the Biosciences unit's recognition of write-downs in the prior-year period and also due to the timing of project spending. Research and development expense as a percentage of revenues in 2018 was higher compared with 2017 primarily due to the write-downs noted above.
|
|
|
|
|
|
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
|||||||||||||
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
|
Total
Change
|
|
Estimated
FX
Impact
|
|
FXN Change
|
|
Total
Change
|
|||||||||
Surgery (a)
|
$
|
1,397
|
|
|
$
|
1,192
|
|
|
$
|
666
|
|
|
17.3
|
%
|
|
(1.1
|
)%
|
|
18.4
|
%
|
|
NM
|
Peripheral Intervention (a)
|
1,389
|
|
|
1,045
|
|
|
19
|
|
|
33.0
|
%
|
|
(2.8
|
)%
|
|
35.8
|
%
|
|
NM
|
|||
Urology and Critical Care
|
1,140
|
|
|
800
|
|
|
—
|
|
|
42.4
|
%
|
|
(1.6
|
)%
|
|
44.0
|
%
|
|
NM
|
|||
Total Interventional revenues
|
$
|
3,926
|
|
|
$
|
3,037
|
|
|
$
|
685
|
|
|
29.3
|
%
|
|
(1.8
|
)%
|
|
31.1
|
%
|
|
NM
|
(a)
|
Amounts presented in 2017 are associated with certain product offerings that were moved from the Medical segment to the Interventional segment in order to align with the reportable segment structure that became effective beginning in the second quarter of fiscal year 2018.
|
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
||||||
Interventional segment operating income (a)
|
$
|
903
|
|
|
$
|
306
|
|
|
$
|
248
|
|
|
|
|
|
|
|
||||||
Segment operating income as % of Interventional revenues
|
23.0
|
%
|
|
10.1
|
%
|
|
NM
|
|
(a)
|
The amount presented in 2017 is associated with certain product offerings that were moved from the Medical segment to the Interventional segment in order to align with the reportable segment structure that became effective beginning in the second quarter of fiscal year 2018.
|
•
|
Gross profit margin was higher in 2019 as compared with 2018 primarily due to the unfavorable prior-year impact of recognizing a fair value step-up adjustment relating to Bard's inventory on the acquisition date and lower manufacturing costs resulting from continuous improvement projects, which enhanced the efficiency of our operations, and synergy initiatives. These favorable impacts to the Interventional segment's gross margin were partially offset by unfavorable product mix and unfavorable foreign currency translation.
|
•
|
Selling and administrative expense as a percentage of revenues in 2019 was relatively flat compared with 2018.
|
•
|
Research and development expense as a percentage of revenues was higher in 2019 as compared with 2018 primarily due to the Surgery unit's recognition of a write-down in the current-year period, as further discussed below.
|
|
|
|
|
|
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||||||||||||||||||||
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
|
Total
Change
|
|
Estimated
FX
Impact
|
|
FXN Change
|
|
Total
Change
|
|
Estimated
FX
Impact
|
|
FXN Change
|
||||||||||||
United States
|
$
|
9,730
|
|
|
$
|
8,768
|
|
|
$
|
6,504
|
|
|
11.0
|
%
|
|
—
|
|
|
11.0
|
%
|
|
34.8
|
%
|
|
—
|
|
|
34.8
|
%
|
International
|
7,560
|
|
|
7,215
|
|
|
5,589
|
|
|
4.8
|
%
|
|
(5.0
|
)%
|
|
9.8
|
%
|
|
29.1
|
%
|
|
4.8
|
%
|
|
24.3
|
%
|
|||
Total revenues
|
$
|
17,290
|
|
|
$
|
15,983
|
|
|
$
|
12,093
|
|
|
8.2
|
%
|
|
(2.3
|
)%
|
|
10.5
|
%
|
|
32.2
|
%
|
|
2.3
|
%
|
|
29.9
|
%
|
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
||||||
Integration costs (a)
|
$
|
323
|
|
|
$
|
344
|
|
|
$
|
237
|
|
Restructuring costs (a)
|
180
|
|
|
344
|
|
|
85
|
|
|||
Transaction costs (a)
|
1
|
|
|
56
|
|
|
39
|
|
|||
Financing costs (b)
|
—
|
|
|
49
|
|
|
131
|
|
|||
Purchase accounting adjustments (c)
|
1,499
|
|
|
1,733
|
|
|
491
|
|
|||
Transaction gain/loss, product and other litigation-related matters (d)
|
646
|
|
|
—
|
|
|
(337
|
)
|
|||
Investment gains/losses and asset impairments (e)
|
17
|
|
|
(151
|
)
|
|
—
|
|
|||
European regulatory initiative-related costs (f)
|
51
|
|
|
—
|
|
|
—
|
|
|||
Impacts of debt extinguishment (g)
|
54
|
|
|
16
|
|
|
73
|
|
|||
Hurricane recovery-related impacts
|
(24
|
)
|
|
17
|
|
|
—
|
|
|||
Lease contract modification-related charge (h)
|
—
|
|
|
—
|
|
|
748
|
|
|||
Total specified items
|
2,749
|
|
|
2,409
|
|
|
1,466
|
|
|||
Less: tax impact of specified items and tax reform (i)
|
622
|
|
|
(265
|
)
|
|
495
|
|
|||
After-tax impact of specified items
|
$
|
2,127
|
|
|
$
|
2,674
|
|
|
$
|
971
|
|
(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 and other adjustments related to the purchase accounting for acquisitions. BD’s amortization expense is primarily recorded in Cost of products sold. The amount in 2018 included fair value step-up adjustments of $478 million relating to Bard's inventory on the acquisition date.
|
(d)
|
The amount in 2019 includes charges relating to certain product liability matters and the estimated cost of a product recall, as well as the pre-tax gain recognized on BD's sale of its Advanced Bioprocessing business. The amount in 2017 largely represents the reversal of certain reserves related to an appellate
|
(e)
|
The amount in 2019 included an unrealized gain of $13 million recorded within Other income (expense), net relating to an investment and a $30 million non-cash charge recorded within Research and development expense to write down the carrying value of certain intangible assets in the Surgery unit. The amounts in 2018 included the net amount of $303 million, recognized in the period and recorded to Other income (expense), net, related to BD's sale of its non-controlling interest in Vyaire Medical. This amount in 2018 was partially offset by $81 million of charges recorded within Cost of products sold and Research and development expense to write down the carrying value of certain intangible and other assets in the Biosciences unit as well as $58 million of charges recorded within Cost of products sold to write down the value of fixed assets primarily in the Diabetes Care unit.
|
(f)
|
Represents initial costs required to develop processes and systems to comply with emerging regulations such as the European Union Medical Device Regulation ("EUMDR") and General Data Protection Regulation ("GDPR"). These costs were recorded in Cost of products sold and Research and development expense.
|
(g)
|
Represents the impacts, which were primarily recorded in Other income (expense), net, of our extinguishment of certain long-term senior notes.
|
(h)
|
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.
|
(i)
|
The amounts in 2019 and 2018 included additional tax (benefit) expense, net, of $(50) million and $640 million, respectively relating to new U.S. tax legislation which is further discussed in Note 17 to the consolidated financial statements contained in Item 8. Financial Statements and Supplementary Data.
|
|
2019
|
|
2018
|
||
Gross profit margin % prior-year period
|
45.5
|
%
|
|
49.3
|
%
|
Impact of purchase accounting adjustments, asset write-downs and other specified items
|
2.9
|
%
|
|
(6.9
|
)%
|
Operating performance
|
0.1
|
%
|
|
2.7
|
%
|
Foreign currency translation
|
(0.6
|
)%
|
|
0.4
|
%
|
Gross profit margin % current-year period
|
47.9
|
%
|
|
45.5
|
%
|
|
|
|
|
|
|
|
|
Increase (decrease) in basis points
|
||||||||||
(Millions of dollars)
|
|
2019
|
|
2018
|
|
2017
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||||||||
Selling and administrative expense
|
|
$
|
4,332
|
|
|
$
|
4,016
|
|
|
$
|
2,909
|
|
|
|
|
|
||
% of revenues
|
|
25.1
|
%
|
|
25.1
|
%
|
|
24.1
|
%
|
|
—
|
|
|
100
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development expense
|
|
$
|
1,062
|
|
|
$
|
1,004
|
|
|
$
|
770
|
|
|
|
|
|
||
% of revenues
|
|
6.1
|
%
|
|
6.3
|
%
|
|
6.4
|
%
|
|
(20
|
)
|
|
(10
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Acquisitions and other restructurings
|
|
$
|
480
|
|
|
$
|
740
|
|
|
$
|
354
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other operating expense, net
|
|
$
|
654
|
|
|
$
|
—
|
|
|
$
|
410
|
|
|
|
|
|
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
||||||
Interest expense
|
$
|
(639
|
)
|
|
$
|
(706
|
)
|
|
$
|
(521
|
)
|
Interest income
|
12
|
|
|
65
|
|
|
76
|
|
|||
Net interest expense
|
$
|
(627
|
)
|
|
$
|
(641
|
)
|
|
$
|
(445
|
)
|
|
2019
|
|
2018
|
|
2017
|
|||
Effective income tax rate
|
(4.8
|
)%
|
|
73.5
|
%
|
|
(12.7
|
)%
|
|
|
|
|
|
|
|||
Impact, in basis points, from specified items and tax reform
|
(1,920
|
)
|
|
5,680
|
|
|
(2,790
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (Millions of dollars)
|
$
|
1,233
|
|
|
$
|
311
|
|
|
$
|
1,100
|
|
Diluted Earnings per Share
|
$
|
3.94
|
|
|
$
|
0.60
|
|
|
$
|
4.60
|
|
|
|
|
|
|
|
||||||
Unfavorable impact-specified items
|
$
|
(7.74
|
)
|
|
$
|
(10.11
|
)
|
|
$
|
(4.34
|
)
|
(Unfavorable) favorable impact-foreign currency translation
|
$
|
(0.62
|
)
|
|
$
|
0.32
|
|
|
$
|
(0.23
|
)
|
Dilutive impact from share issuances
|
$
|
—
|
|
|
$
|
(0.30
|
)
|
|
$
|
(0.54
|
)
|
|
Increase (decrease)
|
||||||
(Millions of dollars)
|
2019
|
|
2018
|
||||
10% appreciation in U.S. dollar
|
$
|
(16
|
)
|
|
$
|
(59
|
)
|
10% depreciation in U.S. dollar
|
$
|
16
|
|
|
$
|
59
|
|
|
Increase (decrease) to fair value of interest rate derivatives outstanding
|
|
Increase (decrease) to earnings or cash flows
|
||||||||||||
(Millions of dollars)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
10% increase in interest rates
|
$
|
19
|
|
|
$
|
(22
|
)
|
|
$
|
(4
|
)
|
|
$
|
(7
|
)
|
10% decrease in interest rates
|
$
|
(19
|
)
|
|
$
|
23
|
|
|
$
|
4
|
|
|
$
|
7
|
|
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
||||||
Net cash provided by (used for)
|
|
|
|
|
|
||||||
Operating activities
|
$
|
3,330
|
|
|
$
|
2,865
|
|
|
$
|
2,550
|
|
Investing activities
|
$
|
(741
|
)
|
|
$
|
(15,733
|
)
|
|
$
|
(883
|
)
|
Financing activities
|
$
|
(3,223
|
)
|
|
$
|
(58
|
)
|
|
$
|
10,977
|
|
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
||||||
Cash inflow (outflow)
|
|
|
|
|
|
||||||
Change in credit facility borrowings
|
$
|
485
|
|
|
$
|
—
|
|
|
$
|
(200
|
)
|
Proceeds from long-term debt and term loans
|
$
|
2,224
|
|
|
$
|
5,086
|
|
|
$
|
11,462
|
|
Payments of debt and term loans
|
$
|
(4,744
|
)
|
|
$
|
(3,996
|
)
|
|
$
|
(3,980
|
)
|
Proceeds from issuances of equity securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,827
|
|
Share repurchases under accelerated share repurchase agreement
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(220
|
)
|
Dividends paid
|
$
|
(984
|
)
|
|
$
|
(927
|
)
|
|
$
|
(677
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Total debt (Millions of dollars)
|
$
|
19,390
|
|
|
$
|
21,496
|
|
|
$
|
18,870
|
|
|
|
|
|
|
|
||||||
Short-term debt as a percentage of total debt
|
6.8
|
%
|
|
12.1
|
%
|
|
1.1
|
%
|
|||
Weighted average cost of total debt
|
2.9
|
%
|
|
3.2
|
%
|
|
3.3
|
%
|
|||
Total debt as a percentage of total capital (a)
|
45.6
|
%
|
|
47.8
|
%
|
|
57.5
|
%
|
(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 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
|
|
Positive
|
|
Stable
|
|
Total
|
|
2020
|
|
2021 to
2022
|
|
2023 to
2024
|
|
2025 and
Thereafter
|
||||||||||
|
(Millions of dollars)
|
||||||||||||||||||
Short-term debt
|
$
|
1,327
|
|
|
$
|
1,327
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt (a)
|
23,694
|
|
|
527
|
|
|
6,339
|
|
|
5,196
|
|
|
11,632
|
|
|||||
Operating leases
|
546
|
|
|
122
|
|
|
187
|
|
|
114
|
|
|
123
|
|
|||||
Purchase obligations (b)
|
1,364
|
|
|
1,048
|
|
|
303
|
|
|
13
|
|
|
—
|
|
|||||
Unrecognized tax benefits (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total (d)
|
$
|
26,931
|
|
|
$
|
3,025
|
|
|
$
|
6,829
|
|
|
$
|
5,323
|
|
|
$
|
11,755
|
|
(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, 2019 of $519 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 2020 relating to pension and other postretirement benefit plans are not expected to be material.
|
•
|
Discount rate — A change of plus (minus) 25 basis points, with other assumptions held constant, would have an estimated $7 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), new entrants into our markets and changes in the practice of medicine.
|
•
|
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 it may have on our ability to operate the combined company.
|
•
|
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 governments or 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, absent further legislative action, it will be reinstated in 2020.
|
•
|
Cost containment efforts in the U.S. or in other countries in which we do business, including alternative payment reform and increased use of competitive bidding and tenders.
|
•
|
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.
|
•
|
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. In particular, tariffs or other trade barriers imposed by the U.S. could adversely impact our supply chain costs or otherwise adversely impact our results of operations.
|
•
|
Increases in operating costs, including 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.
|
•
|
Conditions in international markets, including social and political conditions, civil unrest, terrorist activity, governmental changes, restrictions on the ability to transfer capital across borders, tariffs and other protectionist measures, 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 ("EU"), which has created uncertainties affecting our business operations in the United Kingdom and the EU, and possibly other countries. 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.
|
•
|
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 weather, regulatory or other events that adversely impact our supply chain, including our ability to manufacture our products (particularly where production of a product line or sterilization operations are concentrated in one or more plants), source materials or components or services from suppliers (including sole-source suppliers) that are needed for such manufacturing (including sterilization), or provide products to our customers, including events that impact key distributors.
|
•
|
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. Also, in 2019, the FDA letter to healthcare professionals regarding the use of paclitaxel-coated devices in the treatment of peripheral artery disease resulted in decreased sales of BD’s drug-coated balloons. While we have changed the labeling on our products as required by the FDA and continue to work with the FDA on patient data, the extent and duration of the impact from the FDA letter, and the likelihood of FDA approval of new drug-coated devices, is difficult to predict.
|
•
|
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/ Thomas J. Spoerel
|
Vincent A. Forlenza
|
|
Christopher Reidy
|
|
Thomas J. Spoerel
|
Chairman and Chief Executive Officer
|
|
Executive Vice President, Chief Financial Officer and Chief Administrative Officer
|
|
Vice President, Controller and Chief Accounting Officer
|
|
|
Estimation of Product Liability Reserves
|
Description of the Matter
|
|
As described in Note 5 to the consolidated financial statements, the Company is a defendant in various product liability matters in which the plaintiffs allege a wide variety of claims associated with the use of certain Company devices. At September 30, 2019, the Company’s product liability reserves totaled approximately $2.5 billion. The Company engaged an actuarial specialist to perform an analysis to estimate the outstanding liability for indemnity costs related to claims arising from these product liability matters. The methods used by the Company to estimate these reserves are based on reported claims, historical settlement amounts, and stage of litigation, among other items.
Auditing management’s estimate of the product liability reserves and related disclosure was challenging due to the significant judgment required to determine the methods used to estimate the amount of unreported product liability claims and the indemnity costs and the key assumptions utilized in those methods given the stages of these matters and the amount of claims history.
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the Company’s evaluation of the product liability reserve. For example, we tested controls over management's review of the methods, significant assumptions and the underlying data used by the actuary to estimate the product liability reserve.
To evaluate management’s estimate of the product liability reserve, our audit procedures included, among others, testing the completeness and accuracy of the underlying data used by management's actuarial specialist to estimate the amount of unreported claims and the indemnity cost. For example, we compared filed and settled claims data to legal letters obtained from external counsel, and, on a sample basis, compared settlement amounts to the underlying agreements. In addition, we involved our actuarial specialists to assist us in evaluating the methods used to estimate the unreported claims and the indemnity cost used in the calculation of the product liability reserves. We have also assessed the adequacy of the Company’s disclosures in relation to these matters.
|
|
|
Income taxes - Uncertain tax positions
|
Description of the Matter
|
|
As discussed in Notes 1 and 17 of the consolidated financial statements, the Company has recorded a liability of $624 million related to uncertain tax positions as of September 30, 2019. The Company conducts business in numerous countries and is therefore subject to income taxes in multiple jurisdictions, which impacts the provision for income taxes. Due to the multinational operations of the Company, changes in global income tax laws and regulation result in complexity in the accounting for and monitoring of income taxes including the provision for uncertain tax positions.
Auditing the completeness of management’s identification of uncertain tax positions involved complex analysis and auditor judgment related to the evaluation of the income tax consequences of significant transactions, including internal restructurings, and changes in income tax law and regulations in various jurisdictions, which is often subject to interpretation.
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s income tax provision process, such as controls over management’s identification and assessment of changes to tax laws and income tax positions to account for uncertain tax positions, including management’s review of the related tax technical analyses.
We performed audit procedures, among others, to evaluate the Company’s assumptions used to develop its uncertain tax positions and related unrecognized income tax benefit amounts by jurisdiction. We obtained an understanding of the Company’s legal structure through our review of organizational charts and related legal documents. We further considered the income tax consequences of significant transactions, including internal restructurings, and assessed management’s interpretation of those changes under the relevant jurisdiction’s tax law. Due to the complexity of tax law, we involved our tax subject matter professionals to assess the Company’s interpretation of and compliance with tax laws in these jurisdictions, as well as to identify tax law changes. We also involved our tax subject matter professionals to evaluate the technical merits of the Company’s accounting for its tax positions, including assessing the Company’s correspondence with the relevant tax authorities and evaluating third-party advice obtained by the Company. We also evaluated the Company’s income tax disclosures included in Note 17 to the consolidated financial statements in relation to these matters.
|
|
|
Goodwill impairment - Interventional segment
|
Description of the Matter
|
|
At September 30, 2019, the Company’s goodwill assigned to the Interventional segment was $12.6 billion. As discussed in Note 1 of the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level using quantitative models.
Auditing management’s annual goodwill impairment test was complex and highly judgmental due to the significant estimation required in determining the fair value of the reporting units. In particular, the fair value estimates were sensitive to significant assumptions such as the discount rate, revenue growth rate, operating margin, and terminal value, which are affected by expectations about future market or economic conditions.
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process. For example, we tested controls over management’s review of the inputs and assumptions to the goodwill impairment analysis.
To test the estimated fair value of the Company’s reporting units, our audit procedures included, among others, assessing fair value methodology, evaluating the prospective financial information used by the Company in its valuation analysis and involving our valuation specialists to assist in testing the significant assumptions discussed above. We compared the significant assumptions used by management to current industry and economic trends, historical financial results, and other relevant factors that would affect the significant assumptions. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units. In addition, we tested the reconciliation of the fair value of the reporting units to the market capitalization of the Company.
|
/s/ ERNST & YOUNG LLP
|
|
|
|
We have served as the Company's auditor since 1959.
|
|
New York, New York
|
|
November 27, 2019
|
|
/s/ ERNST & YOUNG LLP
|
|
|
|
New York, New York
|
|
November 27, 2019
|
|
Millions of dollars, except per share amounts
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues
|
$
|
17,290
|
|
|
$
|
15,983
|
|
|
$
|
12,093
|
|
|
|
|
|
|
|
||||||
Cost of products sold
|
9,002
|
|
|
8,714
|
|
|
6,128
|
|
|||
Selling and administrative expense
|
4,332
|
|
|
4,016
|
|
|
2,909
|
|
|||
Research and development expense
|
1,062
|
|
|
1,004
|
|
|
770
|
|
|||
Acquisitions and other restructurings
|
480
|
|
|
740
|
|
|
354
|
|
|||
Other operating expense, net
|
654
|
|
|
—
|
|
|
410
|
|
|||
Total Operating Costs and Expenses
|
15,530
|
|
|
14,474
|
|
|
10,571
|
|
|||
Operating Income
|
1,760
|
|
|
1,509
|
|
|
1,522
|
|
|||
Interest expense
|
(639
|
)
|
|
(706
|
)
|
|
(521
|
)
|
|||
Interest income
|
12
|
|
|
65
|
|
|
76
|
|
|||
Other income (expense), net
|
43
|
|
|
305
|
|
|
(101
|
)
|
|||
Income Before Income Taxes
|
1,176
|
|
|
1,173
|
|
|
976
|
|
|||
Income tax (benefit) provision
|
(57
|
)
|
|
862
|
|
|
(124
|
)
|
|||
Net Income
|
1,233
|
|
|
311
|
|
|
1,100
|
|
|||
Preferred stock dividends
|
(152
|
)
|
|
(152
|
)
|
|
(70
|
)
|
|||
Net income applicable to common shareholders
|
$
|
1,082
|
|
|
$
|
159
|
|
|
$
|
1,030
|
|
|
|
|
|
|
|
||||||
Basic Earnings per Share
|
$
|
4.01
|
|
|
$
|
0.62
|
|
|
$
|
4.70
|
|
|
|
|
|
|
|
||||||
Diluted Earnings per Share
|
$
|
3.94
|
|
|
$
|
0.60
|
|
|
$
|
4.60
|
|
Millions of dollars
|
2019
|
|
2018
|
|
2017
|
||||||
Net Income
|
$
|
1,233
|
|
|
$
|
311
|
|
|
$
|
1,100
|
|
Other Comprehensive (Loss) Income, Net of Tax
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(93
|
)
|
|
(161
|
)
|
|
11
|
|
|||
Defined benefit pension and postretirement plans
|
(275
|
)
|
|
(26
|
)
|
|
179
|
|
|||
Cash flow hedges
|
(6
|
)
|
|
1
|
|
|
17
|
|
|||
Other Comprehensive (Loss) Income, Net of Tax
|
(374
|
)
|
|
(186
|
)
|
|
206
|
|
|||
Comprehensive Income
|
$
|
859
|
|
|
$
|
125
|
|
|
$
|
1,306
|
|
Millions of dollars, except per share amounts and numbers of shares
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and equivalents
|
$
|
536
|
|
|
$
|
1,140
|
|
Restricted cash
|
54
|
|
|
96
|
|
||
Short-term investments
|
30
|
|
|
17
|
|
||
Trade receivables, net
|
2,345
|
|
|
2,319
|
|
||
Inventories
|
2,579
|
|
|
2,451
|
|
||
Assets held for sale
|
—
|
|
|
137
|
|
||
Prepaid expenses and other
|
1,119
|
|
|
1,251
|
|
||
Total Current Assets
|
6,664
|
|
|
7,411
|
|
||
Property, Plant and Equipment, Net
|
5,659
|
|
|
5,375
|
|
||
Goodwill
|
23,376
|
|
|
23,600
|
|
||
Developed Technology, Net
|
11,054
|
|
|
12,184
|
|
||
Customer Relationships, Net
|
3,424
|
|
|
3,723
|
|
||
Other Intangibles, Net
|
500
|
|
|
534
|
|
||
Other Assets
|
1,088
|
|
|
1,078
|
|
||
Total Assets
|
$
|
51,765
|
|
|
$
|
53,904
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Short-term debt
|
$
|
1,309
|
|
|
$
|
2,601
|
|
Accounts payable
|
1,092
|
|
|
1,106
|
|
||
Accrued expenses
|
2,127
|
|
|
2,255
|
|
||
Salaries, wages and related items
|
987
|
|
|
910
|
|
||
Income taxes
|
140
|
|
|
343
|
|
||
Total Current Liabilities
|
5,655
|
|
|
7,216
|
|
||
Long-Term Debt
|
18,081
|
|
|
18,894
|
|
||
Long-Term Employee Benefit Obligations
|
1,272
|
|
|
1,056
|
|
||
Deferred Income Taxes and Other
|
5,676
|
|
|
5,743
|
|
||
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 2019 and 2018.
|
347
|
|
|
347
|
|
||
Capital in excess of par value
|
16,270
|
|
|
16,179
|
|
||
Retained earnings
|
12,913
|
|
|
12,596
|
|
||
Deferred compensation
|
23
|
|
|
22
|
|
||
Common stock in treasury — at cost — 76,259,835 shares in 2019 and 78,462,971 shares in 2018.
|
(6,190
|
)
|
|
(6,243
|
)
|
||
Accumulated other comprehensive loss
|
(2,283
|
)
|
|
(1,909
|
)
|
||
Total Shareholders’ Equity
|
21,081
|
|
|
20,994
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
51,765
|
|
|
$
|
53,904
|
|
Millions of dollars
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
1,233
|
|
|
$
|
311
|
|
|
$
|
1,100
|
|
Adjustments to net income to derive net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
2,253
|
|
|
1,978
|
|
|
1,088
|
|
|||
Share-based compensation
|
261
|
|
|
322
|
|
|
174
|
|
|||
Deferred income taxes
|
(381
|
)
|
|
(240
|
)
|
|
(236
|
)
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Trade receivables, net
|
(51
|
)
|
|
(170
|
)
|
|
(93
|
)
|
|||
Inventories
|
(149
|
)
|
|
246
|
|
|
(46
|
)
|
|||
Prepaid expenses and other
|
299
|
|
|
(46
|
)
|
|
(366
|
)
|
|||
Accounts payable, income taxes and other liabilities
|
(470
|
)
|
|
867
|
|
|
134
|
|
|||
Pension obligation
|
(123
|
)
|
|
(263
|
)
|
|
84
|
|
|||
Excess tax benefits from payments under share-based compensation plans
|
55
|
|
|
78
|
|
|
77
|
|
|||
Lease contract modification-related charge
|
—
|
|
|
—
|
|
|
748
|
|
|||
Gain on sale of Vyaire interest
|
—
|
|
|
(303
|
)
|
|
—
|
|
|||
Gain on sale of business
|
(336
|
)
|
|
—
|
|
|
—
|
|
|||
Product liability-related charges
|
914
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(177
|
)
|
|
85
|
|
|
(114
|
)
|
|||
Net Cash Provided by Operating Activities
|
3,330
|
|
|
2,865
|
|
|
2,550
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(957
|
)
|
|
(895
|
)
|
|
(727
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
(15,155
|
)
|
|
(174
|
)
|
|||
Proceeds from divestitures, net
|
477
|
|
|
534
|
|
|
165
|
|
|||
Other, net
|
(261
|
)
|
|
(217
|
)
|
|
(148
|
)
|
|||
Net Cash Used for Investing Activities
|
(741
|
)
|
|
(15,733
|
)
|
|
(883
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Change in credit facility borrowings
|
485
|
|
|
—
|
|
|
(200
|
)
|
|||
Proceeds from long-term debt and term loans
|
2,224
|
|
|
5,086
|
|
|
11,462
|
|
|||
Payments of debt and term loans
|
(4,744
|
)
|
|
(3,996
|
)
|
|
(3,980
|
)
|
|||
Proceeds from issuance of equity securities
|
—
|
|
|
—
|
|
|
4,827
|
|
|||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(220
|
)
|
|||
Dividends paid
|
(984
|
)
|
|
(927
|
)
|
|
(677
|
)
|
|||
Other, net
|
(205
|
)
|
|
(220
|
)
|
|
(234
|
)
|
|||
Net Cash (Used for) Provided by Financing Activities
|
(3,223
|
)
|
|
(58
|
)
|
|
10,977
|
|
|||
Effect of exchange rate changes on cash and equivalents and restricted cash
|
(12
|
)
|
|
(17
|
)
|
|
(6
|
)
|
|||
Net (Decrease) Increase in Cash and Equivalents and Restricted Cash
|
(646
|
)
|
|
(12,943
|
)
|
|
12,638
|
|
|||
Opening Cash and Equivalents and Restricted Cash
|
1,236
|
|
|
14,179
|
|
|
1,541
|
|
|||
Closing Cash and Equivalents and Restricted Cash
|
$
|
590
|
|
|
$
|
1,236
|
|
|
$
|
14,179
|
|
|
|
|
|
|
|
||||||
Non-Cash Investing Activities
|
|
|
|
|
|
||||||
Fair value of shares issued as acquisition consideration (See Note 10)
|
$
|
—
|
|
|
$
|
8,004
|
|
|
$
|
—
|
|
Fair value of equity awards issued as acquisition consideration (See Note 10)
|
$
|
—
|
|
|
$
|
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, 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 (a)
|
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 (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
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 10)
|
—
|
|
|
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 (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
)
|
Net income
|
—
|
|
|
—
|
|
|
1,233
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Common ($3.08 per share)
|
—
|
|
|
—
|
|
|
(832
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Preferred
|
—
|
|
|
—
|
|
|
(152
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock issued for share-based compensation and other plans, net
|
—
|
|
|
(170
|
)
|
|
(1
|
)
|
|
1
|
|
|
2,155
|
|
|
53
|
|
|||||
Share-based compensation
|
—
|
|
|
261
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock held in trusts, net (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|||||
Effect of change in accounting principle (see Note 2)
|
—
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at September 30, 2019
|
$
|
347
|
|
|
$
|
16,270
|
|
|
$
|
12,913
|
|
|
$
|
23
|
|
|
(76,260
|
)
|
|
$
|
(6,190
|
)
|
(a)
|
In May 2017 and in connection with the Company's acquisition of Bard, which is further discussed in Note 10, 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
|
(b)
|
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.
|
(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, 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
|
)
|
Other comprehensive loss before reclassifications, net of taxes
|
(427
|
)
|
|
(93
|
)
|
|
(325
|
)
|
|
(9
|
)
|
||||
Amounts reclassified into income, net of
taxes
|
52
|
|
|
—
|
|
|
49
|
|
|
3
|
|
||||
Balance at September 30, 2019
|
$
|
(2,283
|
)
|
|
$
|
(1,256
|
)
|
|
$
|
(1,005
|
)
|
|
$
|
(23
|
)
|
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
||||||
Benefit Plans
|
|
|
|
|
|
||||||
Income tax benefit (provision) for net (losses) gains recorded in other comprehensive income
|
$
|
91
|
|
|
$
|
(19
|
)
|
|
$
|
(60
|
)
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Average common shares outstanding
|
269,943
|
|
|
258,354
|
|
|
218,943
|
|
Dilutive share equivalents from share-based plans (a)
|
4,832
|
|
|
6,267
|
|
|
4,645
|
|
Average common and common equivalent shares outstanding — assuming dilution
|
274,775
|
|
|
264,621
|
|
|
223,588
|
|
(a)
|
For the years ended September 30, 2019, 2018 and 2017, dilutive share equivalents associated with mandatory convertible preferred stock of 12 million, 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, 2019, 2018 and 2017, there were no options to purchase shares of common stock which were excluded from the diluted earnings per share calculation.
|
(Millions of dollars)
|
Future minimum rental commitments on non-cancelable leases
|
||
2020
|
$
|
122
|
|
2021
|
103
|
|
|
2022
|
83
|
|
|
2023
|
57
|
|
|
2024
|
56
|
|
|
Thereafter
|
123
|
|
Organizational Unit
|
|
Principal Product Lines
|
Medication Delivery Solutions
|
|
Peripheral intravenous ("IV") catheters (conventional, safety); advanced peripheral catheters (guidewire assisted peripherally inserted venous catheters, midline catheters, port access); central lines (peripherally inserted central 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; 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
|
|
IV medication safety and infusion therapy delivery systems, including infusion pumps, dedicated disposables, and IV fluids; medication compounding workflow systems; automated medication dispensing; automated supply management systems; medication inventory optimization and tracking systems; and informatics and
analytics solutions for enterprise medication management.
|
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 and support services - 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; 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 for testing of respiratory infections; microbiology laboratory automation and plated media for clinical and industrial applications.
|
Biosciences
|
|
Fluorescence-activated cell sorters and analyzers; antibodies and kits for performing cell analysis; reagent systems for life science research; solutions for high-throughput single-cell gene expression analysis; and clinical oncology, immunological (HIV) and transplantation diagnostic/monitoring reagents and analyzers.
|
Organizational Unit
|
|
Principal Product Lines
|
Integrated Diagnostic Solutions
|
|
Integrated systems for specimen collection; safety-engineered blood collection products and 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 for testing of respiratory infections; microbiology laboratory automation and plated media for clinical and industrial applications.
|
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, and V. Mueller™ surgical and laparoscopic instrumentation products.
|
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
|
|
Urine management devices, urological drainage products, intermittent catheters, kidney stone management devices, Targeted Temperature Management, and fecal management devices.
|
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||||||||||||||
|
United States
|
|
International
|
|
Total
|
|
United States
|
|
International
|
|
Total
|
|
United States
|
|
International
|
|
Total
|
||||||||||||||||||
Medical
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Medication Delivery Solutions
|
$
|
2,048
|
|
|
$
|
1,811
|
|
|
$
|
3,859
|
|
|
$
|
1,892
|
|
|
$
|
1,752
|
|
|
$
|
3,644
|
|
|
$
|
1,378
|
|
|
$
|
1,434
|
|
|
$
|
2,812
|
|
Medication Management Solutions
|
2,104
|
|
|
525
|
|
|
2,629
|
|
|
1,957
|
|
|
513
|
|
|
2,470
|
|
|
1,843
|
|
|
452
|
|
|
2,295
|
|
|||||||||
Diabetes Care
|
573
|
|
|
538
|
|
|
1,110
|
|
|
564
|
|
|
541
|
|
|
1,105
|
|
|
546
|
|
|
510
|
|
|
1,056
|
|
|||||||||
Pharmaceutical Systems
|
392
|
|
|
1,073
|
|
|
1,465
|
|
|
357
|
|
|
1,040
|
|
|
1,397
|
|
|
328
|
|
|
929
|
|
|
1,256
|
|
|||||||||
Total segment revenues
|
$
|
5,116
|
|
|
$
|
3,947
|
|
|
$
|
9,064
|
|
|
$
|
4,770
|
|
|
$
|
3,846
|
|
|
$
|
8,616
|
|
|
$
|
4,095
|
|
|
$
|
3,325
|
|
|
$
|
7,419
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Life Sciences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Preanalytical Systems
|
$
|
774
|
|
|
$
|
784
|
|
|
$
|
1,558
|
|
|
$
|
761
|
|
|
$
|
792
|
|
|
$
|
1,553
|
|
|
$
|
741
|
|
|
$
|
730
|
|
|
$
|
1,471
|
|
Diagnostic Systems
|
672
|
|
|
875
|
|
|
1,547
|
|
|
678
|
|
|
858
|
|
|
1,536
|
|
|
622
|
|
|
756
|
|
|
1,378
|
|
|||||||||
Biosciences
|
485
|
|
|
709
|
|
|
1,194
|
|
|
475
|
|
|
766
|
|
|
1,241
|
|
|
455
|
|
|
684
|
|
|
1,139
|
|
|||||||||
Total segment revenues
|
$
|
1,931
|
|
|
$
|
2,368
|
|
|
$
|
4,300
|
|
|
$
|
1,914
|
|
|
$
|
2,416
|
|
|
$
|
4,330
|
|
|
$
|
1,818
|
|
|
$
|
2,170
|
|
|
$
|
3,988
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interventional
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Surgery (a)
|
$
|
1,098
|
|
|
$
|
299
|
|
|
$
|
1,397
|
|
|
$
|
946
|
|
|
$
|
245
|
|
|
$
|
1,192
|
|
|
$
|
577
|
|
|
$
|
89
|
|
|
$
|
666
|
|
Peripheral Intervention (a)
|
787
|
|
|
602
|
|
|
1,389
|
|
|
594
|
|
|
451
|
|
|
1,045
|
|
|
14
|
|
|
6
|
|
|
19
|
|
|||||||||
Urology and Critical Care
|
797
|
|
|
342
|
|
|
1,140
|
|
|
544
|
|
|
256
|
|
|
800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total segment revenues
|
$
|
2,682
|
|
|
$
|
1,244
|
|
|
$
|
3,926
|
|
|
$
|
2,084
|
|
|
$
|
953
|
|
|
$
|
3,037
|
|
|
$
|
591
|
|
|
$
|
95
|
|
|
$
|
685
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total Company revenues
|
$
|
9,730
|
|
|
$
|
7,560
|
|
|
$
|
17,290
|
|
|
$
|
8,768
|
|
|
$
|
7,215
|
|
|
$
|
15,983
|
|
|
$
|
6,504
|
|
|
$
|
5,589
|
|
|
$
|
12,093
|
|
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
||||||
Income Before Income Taxes
|
|
|
|
|
|
||||||
Medical (a) (b) (c)
|
$
|
2,824
|
|
|
$
|
2,624
|
|
|
$
|
1,907
|
|
Life Sciences (d)
|
1,248
|
|
|
1,207
|
|
|
772
|
|
|||
Interventional (b) (e) (f)
|
903
|
|
|
306
|
|
|
248
|
|
|||
Total Segment Operating Income
|
4,976
|
|
|
4,137
|
|
|
2,927
|
|
|||
Acquisitions and other restructurings
|
(480
|
)
|
|
(740
|
)
|
|
(354
|
)
|
|||
Net interest expense
|
(627
|
)
|
|
(641
|
)
|
|
(445
|
)
|
|||
Other unallocated items (g)
|
(2,693
|
)
|
|
(1,583
|
)
|
|
(1,152
|
)
|
|||
Total Income Before Income Taxes
|
$
|
1,176
|
|
|
$
|
1,173
|
|
|
$
|
976
|
|
Assets
|
|
|
|
|
|
||||||
Medical
|
$
|
22,925
|
|
|
$
|
23,493
|
|
|
$
|
15,552
|
|
Life Sciences
|
4,135
|
|
|
4,225
|
|
|
4,056
|
|
|||
Interventional (f)
|
22,157
|
|
|
23,219
|
|
|
2,780
|
|
|||
Total Segment Assets
|
49,217
|
|
|
50,938
|
|
|
22,388
|
|
|||
Corporate and All Other (h)
|
2,548
|
|
|
2,966
|
|
|
15,347
|
|
|||
Total Assets
|
$
|
51,765
|
|
|
$
|
53,904
|
|
|
$
|
37,734
|
|
Capital Expenditures
|
|
|
|
|
|
||||||
Medical
|
$
|
577
|
|
|
$
|
560
|
|
|
$
|
486
|
|
Life Sciences
|
230
|
|
|
255
|
|
|
212
|
|
|||
Interventional (f)
|
120
|
|
|
65
|
|
|
16
|
|
|||
Corporate and All Other
|
30
|
|
|
14
|
|
|
13
|
|
|||
Total Capital Expenditures
|
$
|
957
|
|
|
$
|
895
|
|
|
$
|
727
|
|
Depreciation and Amortization
|
|
|
|
|
|
||||||
Medical
|
$
|
1,073
|
|
|
$
|
1,028
|
|
|
$
|
773
|
|
Life Sciences
|
284
|
|
|
275
|
|
|
254
|
|
|||
Interventional (f)
|
881
|
|
|
658
|
|
|
52
|
|
|||
Corporate and All Other
|
14
|
|
|
17
|
|
|
10
|
|
|||
Total Depreciation and Amortization
|
$
|
2,253
|
|
|
$
|
1,978
|
|
|
$
|
1,088
|
|
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues
|
|
|
|
|
|
||||||
United States
|
$
|
9,730
|
|
|
$
|
8,768
|
|
|
$
|
6,504
|
|
Europe
|
3,359
|
|
|
3,298
|
|
|
2,588
|
|
|||
Greater Asia
|
2,726
|
|
|
2,460
|
|
|
1,744
|
|
|||
Other
|
1,476
|
|
|
1,457
|
|
|
1,257
|
|
|||
|
$
|
17,290
|
|
|
$
|
15,983
|
|
|
$
|
12,093
|
|
Long-Lived Assets
|
|
|
|
|
|
||||||
United States
|
$
|
37,053
|
|
|
$
|
38,982
|
|
|
$
|
13,151
|
|
Europe
|
5,483
|
|
|
5,640
|
|
|
4,421
|
|
|||
Greater Asia
|
1,328
|
|
|
851
|
|
|
578
|
|
|||
Other
|
861
|
|
|
645
|
|
|
584
|
|
|||
Corporate
|
377
|
|
|
375
|
|
|
366
|
|
|||
|
$
|
45,101
|
|
|
$
|
46,494
|
|
|
$
|
19,101
|
|
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
||||||
Cost of products sold
|
$
|
37
|
|
|
$
|
36
|
|
|
$
|
30
|
|
Selling and administrative expense
|
145
|
|
|
136
|
|
|
113
|
|
|||
Research and development expense
|
32
|
|
|
29
|
|
|
24
|
|
|||
Acquisitions and other restructurings
|
50
|
|
|
130
|
|
|
10
|
|
|||
|
$
|
265
|
|
|
$
|
332
|
|
|
$
|
177
|
|
|
|
|
|
|
|
||||||
Tax benefit associated with share-based compensation costs recognized
|
$
|
62
|
|
|
$
|
79
|
|
|
$
|
61
|
|
|
2019
|
|
2018
|
|
2017
|
Risk-free interest rate
|
3.05%
|
|
2.32%
|
|
2.33%
|
Expected volatility
|
18.0%
|
|
19.0%
|
|
20.0%
|
Expected dividend yield
|
1.27%
|
|
1.33%
|
|
1.71%
|
Expected life
|
7.2 years
|
|
7.4 years
|
|
7.5 years
|
Fair value derived
|
$51.86
|
|
$46.10
|
|
$33.81
|
|
SARs (in
thousands)
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual Term
(Years)
|
|
Aggregate
Intrinsic
Value
(Millions
of dollars)
|
|||||
Balance at October 1
|
7,986
|
|
|
$
|
125.73
|
|
|
|
|
|
||
Granted
|
859
|
|
|
242.10
|
|
|
|
|
|
|||
Exercised
|
(1,779
|
)
|
|
102.14
|
|
|
|
|
|
|||
Forfeited, canceled or expired
|
(168
|
)
|
|
186.18
|
|
|
|
|
|
|||
Balance at September 30
|
6,899
|
|
|
$
|
144.84
|
|
|
5.70
|
|
$
|
746
|
|
Vested and expected to vest at September 30
|
6,692
|
|
|
$
|
142.87
|
|
|
5.62
|
|
$
|
737
|
|
Exercisable at September 30
|
4,833
|
|
|
$
|
117.65
|
|
|
4.69
|
|
$
|
654
|
|
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
||||||
Total intrinsic value of SARs exercised
|
$
|
260
|
|
|
$
|
333
|
|
|
$
|
148
|
|
Tax benefit realized from SAR exercises
|
$
|
62
|
|
|
$
|
90
|
|
|
$
|
53
|
|
Total fair value of SARs vested
|
$
|
66
|
|
|
$
|
107
|
|
|
$
|
30
|
|
|
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
|
1,032
|
|
|
|
$
|
190.57
|
|
|
2,765
|
|
|
$
|
194.92
|
|
Granted
|
381
|
|
|
|
237.55
|
|
|
755
|
|
|
235.50
|
|
||
Distributed
|
(142
|
)
|
|
|
153.73
|
|
|
(906
|
)
|
|
189.06
|
|
||
Forfeited or canceled
|
(316
|
)
|
|
|
182.50
|
|
|
(546
|
)
|
|
201.85
|
|
||
Balance at September 30
|
955
|
|
(a)
|
|
$
|
221.73
|
|
|
2,068
|
|
|
$
|
210.48
|
|
Expected to vest at September 30
|
306
|
|
(b)
|
|
$
|
218.06
|
|
|
1,964
|
|
|
$
|
209.67
|
|
(a)
|
Based on 200% of target payout.
|
(b)
|
Net of expected forfeited units and units in excess of the expected performance payout of 65 thousand and 585 thousand shares, respectively.
|
|
Performance-Based
|
|
Time-Vested
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Weighted average grant date fair value of units granted
|
$
|
237.55
|
|
|
$
|
251.75
|
|
|
$
|
174.92
|
|
|
$
|
235.50
|
|
|
$
|
216.06
|
|
|
$
|
165.96
|
|
|
Performance-Based
|
|
Time-Vested
|
||||||||||||||||||||
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Total fair value of units vested
|
$
|
33
|
|
|
$
|
31
|
|
|
$
|
32
|
|
|
$
|
254
|
|
|
$
|
362
|
|
|
$
|
139
|
|
|
Pension Plans
|
||||||||||
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
||||||
Service cost
|
$
|
134
|
|
|
$
|
136
|
|
|
$
|
110
|
|
Interest cost
|
107
|
|
|
90
|
|
|
61
|
|
|||
Expected return on plan assets
|
(180
|
)
|
|
(154
|
)
|
|
(112
|
)
|
|||
Amortization of prior service credit
|
(13
|
)
|
|
(13
|
)
|
|
(14
|
)
|
|||
Amortization of loss
|
78
|
|
|
78
|
|
|
92
|
|
|||
Settlements
|
10
|
|
|
2
|
|
|
—
|
|
|||
Net pension cost
|
$
|
135
|
|
|
$
|
137
|
|
|
$
|
138
|
|
|
|
|
|
|
|
||||||
Net pension cost included in the preceding table that is attributable to international plans
|
$
|
32
|
|
|
$
|
34
|
|
|
$
|
43
|
|
|
Pension Plans
|
||||||
(Millions of dollars)
|
2019
|
|
2018
|
||||
Change in benefit obligation:
|
|
|
|
||||
Beginning obligation
|
$
|
3,246
|
|
|
$
|
2,647
|
|
Service cost
|
134
|
|
|
136
|
|
||
Interest cost
|
107
|
|
|
90
|
|
||
Plan amendments
|
3
|
|
|
—
|
|
||
Benefits paid
|
(153
|
)
|
|
(162
|
)
|
||
Impact of (divestitures) acquisitions
|
(9
|
)
|
|
758
|
|
||
Actuarial loss (gain)
|
514
|
|
|
(82
|
)
|
||
Settlements
|
(63
|
)
|
|
(122
|
)
|
||
Other, includes translation
|
(49
|
)
|
|
(19
|
)
|
||
Benefit obligation at September 30
|
$
|
3,731
|
|
|
$
|
3,246
|
|
Change in fair value of plan assets:
|
|
|
|
||||
Beginning fair value
|
$
|
2,642
|
|
|
$
|
1,932
|
|
Actual return on plan assets
|
279
|
|
|
70
|
|
||
Employer contribution
|
258
|
|
|
400
|
|
||
Benefits paid
|
(153
|
)
|
|
(162
|
)
|
||
Impact of (divestitures) acquisitions
|
(7
|
)
|
|
539
|
|
||
Settlements
|
(63
|
)
|
|
(122
|
)
|
||
Other, includes translation
|
(30
|
)
|
|
(15
|
)
|
||
Plan assets at September 30
|
$
|
2,926
|
|
|
$
|
2,642
|
|
Funded Status at September 30:
|
|
|
|
||||
Unfunded benefit obligation
|
$
|
(804
|
)
|
|
$
|
(604
|
)
|
Amounts recognized in the Consolidated Balance
Sheets at September 30:
|
|
|
|
||||
Other
|
$
|
11
|
|
|
$
|
15
|
|
Salaries, wages and related items
|
(22
|
)
|
|
(15
|
)
|
||
Long-term Employee Benefit Obligations
|
(793
|
)
|
|
(604
|
)
|
||
Net amount recognized
|
$
|
(804
|
)
|
|
$
|
(604
|
)
|
Amounts recognized in Accumulated other
comprehensive income (loss) before income taxes at September 30:
|
|
|
|
||||
Prior service credit
|
$
|
44
|
|
|
$
|
60
|
|
Net actuarial loss
|
(1,289
|
)
|
|
(982
|
)
|
||
Net amount recognized
|
$
|
(1,246
|
)
|
|
$
|
(921
|
)
|
|
Accumulated Benefit
Obligation Exceeds the
Fair Value of Plan Assets
|
|
Projected Benefit
Obligation Exceeds the
Fair Value of Plan Assets
|
||||||||||||
(Millions of dollars)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Projected benefit obligation
|
$
|
3,623
|
|
|
$
|
2,618
|
|
|
$
|
3,698
|
|
|
$
|
3,121
|
|
Accumulated benefit obligation
|
$
|
3,476
|
|
|
$
|
2,533
|
|
|
|
|
|
||||
Fair value of plan assets
|
$
|
2,821
|
|
|
$
|
2,012
|
|
|
$
|
2,882
|
|
|
$
|
2,502
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Net Cost
|
|
|
|
|
|
|||
Discount rate:
|
|
|
|
|
|
|||
U.S. plans (a)
|
4.26
|
%
|
|
3.71
|
%
|
|
3.42
|
%
|
International plans
|
2.30
|
|
|
2.30
|
|
|
1.70
|
|
Expected return on plan assets:
|
|
|
|
|
|
|||
U.S. plans
|
7.25
|
|
|
7.20
|
|
|
7.25
|
|
International plans
|
4.98
|
|
|
4.95
|
|
|
4.65
|
|
Rate of compensation increase:
|
|
|
|
|
|
|||
U.S. plans
|
4.29
|
|
|
4.51
|
|
|
4.25
|
|
International plans
|
2.36
|
|
|
2.31
|
|
|
2.33
|
|
Benefit Obligation
|
|
|
|
|
|
|||
Discount rate:
|
|
|
|
|
|
|||
U.S. plans
|
3.21
|
|
|
4.26
|
|
|
3.72
|
|
International plans
|
1.39
|
|
|
2.30
|
|
|
2.25
|
|
Rate of compensation increase:
|
|
|
|
|
|
|||
U.S. plans
|
4.29
|
|
|
4.29
|
|
|
4.51
|
|
International plans
|
2.35
|
|
|
2.36
|
|
|
2.30
|
|
(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
|
||
2020
|
$
|
212
|
|
2021
|
171
|
|
|
2022
|
173
|
|
|
2023
|
185
|
|
|
2024
|
190
|
|
|
2025-2029
|
1,066
|
|
(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)
|
||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||||||
Fixed Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Mortgage and asset-backed securities
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate bonds
|
401
|
|
|
484
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
101
|
|
|
353
|
|
|
383
|
|
|
—
|
|
|
—
|
|
||||||||||
Government and agency-U.S.
|
108
|
|
|
257
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|
199
|
|
|
23
|
|
|
57
|
|
|
—
|
|
|
—
|
|
||||||||||
Government and agency-Foreign
|
85
|
|
|
122
|
|
|
—
|
|
|
8
|
|
|
69
|
|
|
85
|
|
|
16
|
|
|
28
|
|
|
—
|
|
|
—
|
|
||||||||||
Other fixed income
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Equity securities
|
922
|
|
|
536
|
|
|
782
|
|
|
360
|
|
|
140
|
|
|
176
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Cash and cash equivalents
|
254
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
254
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Other
|
261
|
|
|
356
|
|
|
124
|
|
|
356
|
|
|
138
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Fair value of plan assets
|
$
|
2,068
|
|
|
$
|
1,821
|
|
|
$
|
906
|
|
|
$
|
724
|
|
|
$
|
733
|
|
|
$
|
600
|
|
|
$
|
429
|
|
|
$
|
497
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(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) (b) |
||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||||||
Fixed Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Corporate bonds
|
$
|
33
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
14
|
|
|
$
|
18
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Government and agency-U.S.
|
3
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||||||||
Government and agency-Foreign
|
199
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
105
|
|
|
104
|
|
|
94
|
|
|
46
|
|
|
—
|
|
|
—
|
|
||||||||||
Other fixed income
|
100
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
63
|
|
|
37
|
|
|
33
|
|
|
—
|
|
|
—
|
|
||||||||||
Equity securities
|
319
|
|
|
314
|
|
|
14
|
|
|
15
|
|
|
305
|
|
|
299
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Cash and cash equivalents
|
8
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Real estate
|
30
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
30
|
|
|
—
|
|
|
—
|
|
||||||||||
Insurance contracts
|
113
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113
|
|
|
114
|
|
||||||||||
Other
|
53
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|
55
|
|
|
1
|
|
|
20
|
|
|
—
|
|
|
—
|
|
||||||||||
Fair value of plan assets
|
$
|
859
|
|
|
$
|
821
|
|
|
$
|
14
|
|
|
$
|
15
|
|
|
$
|
549
|
|
|
$
|
546
|
|
|
$
|
182
|
|
|
$
|
146
|
|
|
$
|
113
|
|
|
$
|
114
|
|
(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.
|
(b)
|
Changes in the fair value of international pension assets measured using Level 3 inputs for the years ended September 30, 2019 and 2018 were immaterial.
|
(Millions of dollars)
|
|
||
Cash and equivalents
|
$
|
1,480
|
|
Trade receivables
|
472
|
|
|
Inventories
|
974
|
|
|
Property, plant and equipment
|
553
|
|
|
Developed technology
|
10,469
|
|
|
Customer relationships
|
1,146
|
|
|
Other assets
|
661
|
|
|
Total identifiable assets acquired
|
15,755
|
|
|
|
|
||
Payables, accrued expenses and other liabilities
|
1,280
|
|
|
Short term and long-term debt
|
1,692
|
|
|
Product liability and other legal reserves
|
2,004
|
|
|
Deferred tax liabilities
|
1,686
|
|
|
Total liabilities assumed
|
6,663
|
|
|
|
|
||
Net identifiable assets acquired
|
9,093
|
|
|
|
|
||
Goodwill
|
15,924
|
|
|
|
|
||
Net assets acquired
|
$
|
25,017
|
|
(Millions of dollars, except per share data)
|
|
|
|
||||
|
2018
|
|
2017
|
||||
Revenues
|
$
|
16,947
|
|
|
$
|
15,781
|
|
|
|
|
|
||||
Net Income
|
$
|
390
|
|
|
$
|
1,145
|
|
|
|
|
|
||||
Diluted Earnings per Share
|
$
|
0.90
|
|
|
$
|
3.60
|
|
|
Employee Termination
|
|
Other
|
|
Total
|
||||||||||||||||||
(Millions of dollars)
|
Bard
|
|
Other Initiatives (a)
|
|
Bard (b)
|
|
Other Initiatives (a)
|
|
Bard
|
|
Other Initiatives (a)
|
||||||||||||
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
|
)
|
||||||
Balance at September 30, 2018
|
$
|
33
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
33
|
|
|
$
|
27
|
|
Charged to expense
|
23
|
|
|
29
|
|
|
95
|
|
|
33
|
|
|
118
|
|
|
62
|
|
||||||
Cash payments
|
(34
|
)
|
|
(21
|
)
|
|
(5
|
)
|
|
(31
|
)
|
|
(39
|
)
|
|
(52
|
)
|
||||||
Non-cash settlements
|
—
|
|
|
—
|
|
|
(89
|
)
|
|
(3
|
)
|
|
(89
|
)
|
|
(3
|
)
|
||||||
Balance at September 30, 2019
|
$
|
22
|
|
|
$
|
31
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
23
|
|
|
$
|
34
|
|
(a)
|
Restructuring costs in 2019, 2018 and 2017 included expenses related to the Company's acquisition of CareFusion in fiscal year 2015 and other initiatives.
|
(b)
|
Expenses in 2019 and 2018 largely represented the costs associated with the conversion of certain pre-acquisition equity awards of Bard which, to encourage post-acquisition employee retention, were converted to BD equity awards with substantially the same terms and conditions as were applicable under such Bard awards immediately prior to the acquisition date. Expenses in 2018 also included 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.
|
|
2019
|
|
2018
|
||||||||||||
(Millions of dollars)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortized intangible assets
|
|
|
|
|
|
|
|
||||||||
Developed technology
|
$
|
13,960
|
|
|
$
|
2,906
|
|
|
$
|
13,966
|
|
|
$
|
1,782
|
|
Customer relationships
|
4,608
|
|
|
1,183
|
|
|
4,584
|
|
|
861
|
|
||||
Product rights
|
110
|
|
|
60
|
|
|
121
|
|
|
58
|
|
||||
Trademarks
|
407
|
|
|
102
|
|
|
407
|
|
|
84
|
|
||||
Patents and other
|
445
|
|
|
305
|
|
|
397
|
|
|
288
|
|
||||
Amortized intangible assets
|
$
|
19,530
|
|
|
$
|
4,555
|
|
|
$
|
19,475
|
|
|
$
|
3,073
|
|
|
|
|
|
|
|
|
|
||||||||
Unamortized intangible assets
|
|
|
|
|
|
|
|
||||||||
Acquired in-process research and development (a)
|
$
|
1
|
|
|
|
|
$
|
37
|
|
|
|
||||
Trademarks
|
2
|
|
|
|
|
2
|
|
|
|
||||||
Unamortized intangible assets
|
$
|
3
|
|
|
|
|
$
|
39
|
|
|
|
(a)
|
The decrease in the carrying value of assets in 2019 primarily reflected a write-down recorded in the third quarter by the Interventional segment's Surgery unit.
|
(Millions of dollars)
|
Medical
|
|
Life Sciences
|
|
Interventional
|
|
Total
|
||||||||
Goodwill as of September 30, 2017
|
$
|
6,802
|
|
|
$
|
761
|
|
|
$
|
—
|
|
|
$
|
7,563
|
|
Acquisitions (a)
|
3,923
|
|
|
76
|
|
|
11,218
|
|
|
15,217
|
|
||||
Divestitures and related adjustments (b)
|
—
|
|
|
(59
|
)
|
|
(57
|
)
|
|
(116
|
)
|
||||
Reallocation of goodwill for change in segment and reporting unit composition (c)
|
(877
|
)
|
|
—
|
|
|
877
|
|
|
—
|
|
||||
Purchase price allocation adjustments (d)
|
228
|
|
|
(2
|
)
|
|
732
|
|
|
959
|
|
||||
Currency translation
|
(22
|
)
|
|
(2
|
)
|
|
—
|
|
|
(24
|
)
|
||||
Goodwill as of September 30, 2018
|
$
|
10,054
|
|
|
$
|
775
|
|
|
$
|
12,771
|
|
|
$
|
23,600
|
|
Divestitures and related adjustments (b)
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Purchase price allocation adjustments (e)
|
(15
|
)
|
|
—
|
|
|
(75
|
)
|
|
(90
|
)
|
||||
Currency translation
|
(50
|
)
|
|
(6
|
)
|
|
(81
|
)
|
|
(137
|
)
|
||||
Goodwill as of September 30, 2019
|
$
|
9,989
|
|
|
$
|
772
|
|
|
$
|
12,615
|
|
|
$
|
23,376
|
|
(a)
|
Represents goodwill primarily recognized upon the Company's acquisition of Bard in fiscal year 2018, which is further discussed in Note 10. Also includes 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 11.
|
(c)
|
Represents the reassignment of goodwill, determined based upon a relative fair value allocation approach, associated with the movement of certain product offerings from the Medical segment to the Interventional segment in order to align with the reportable segment structure that became effective beginning in the second quarter of fiscal year 2018.
|
(d)
|
The purchase price allocation 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.
|
(e)
|
The purchase price allocation adjustments were primarily driven by adjustments to tax-related balances recorded upon the finalization of the Bard acquisition allocation within one year of the transaction's closing.
|
(Millions of dollars)
|
2019
|
|
2018
|
||||
Foreign currency-denominated debt
|
$
|
138
|
|
|
$
|
81
|
|
Cross-currency swaps
|
$
|
73
|
|
|
$
|
—
|
|
Foreign currency forward contract
|
$
|
(9
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Millions of dollars)
|
September 30, 2019
|
|
September 30, 2018
|
||||
Cash and equivalents
|
$
|
536
|
|
|
$
|
1,140
|
|
Restricted cash
|
54
|
|
|
96
|
|
||
Cash and equivalents and restricted cash
|
$
|
590
|
|
|
$
|
1,236
|
|
(Millions of dollars)
|
|
|
2019
|
|
2018
|
||||
Current portion of long-term debt
|
|
|
|
|
|
||||
2.675% Notes due December 15, 2019
|
(a)
|
|
$
|
300
|
|
|
$
|
—
|
|
2.404% Notes due June 5, 2020
|
|
|
999
|
|
|
—
|
|
||
2.133% Notes due June 6, 2019
|
|
|
—
|
|
|
724
|
|
||
0.368% Notes due June 6, 2019
|
(a)
|
|
—
|
|
|
1,157
|
|
||
Term Loan Facility due September 5, 2019
|
(b)
|
|
—
|
|
|
710
|
|
||
Other
|
|
|
10
|
|
|
10
|
|
||
Total short-term debt
|
|
|
$
|
1,309
|
|
|
$
|
2,601
|
|
(a)
|
All or a portion of the aggregate principal amount outstanding was redeemed or repaid during 2019, 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)
|
|
|
2019
|
|
2018
|
||||
2.675% Notes due December 15, 2019
|
|
|
$
|
—
|
|
|
$
|
1,123
|
|
2.404% Notes due June 5, 2020
|
|
|
—
|
|
|
998
|
|
||
3.250% Notes due November 12, 2020
|
|
|
699
|
|
|
699
|
|
||
Floating Rate Notes due December 29, 2020
|
(a)
|
|
748
|
|
|
996
|
|
||
0.174% Notes due June 4, 2021
|
(b)
|
|
651
|
|
|
—
|
|
||
3.125% Notes due November 8, 2021
|
|
|
1,004
|
|
|
990
|
|
||
2.894% Notes due June 6, 2022
|
|
|
1,795
|
|
|
1,793
|
|
||
Floating Rate Notes due June 6, 2022
|
|
|
498
|
|
|
498
|
|
||
1.000% Notes due December 15, 2022
|
|
|
542
|
|
|
576
|
|
||
Revolving Credit Facility due December 29, 2022
|
|
|
480
|
|
|
—
|
|
||
3.300% Notes due March 1, 2023
|
|
|
295
|
|
|
296
|
|
||
1.401% Notes due May 24, 2023
|
|
|
325
|
|
|
346
|
|
||
0.632% Notes due June 4, 2023
|
(b)
|
|
867
|
|
|
—
|
|
||
3.875% Notes due May 15, 2024
|
|
|
181
|
|
|
182
|
|
||
3.363% Notes due June 6, 2024
|
|
|
1,740
|
|
|
1,738
|
|
||
3.734% Notes due December 15, 2024
|
|
|
1,369
|
|
|
1,368
|
|
||
3.020% Notes due May 24, 2025
|
|
|
306
|
|
|
324
|
|
||
1.208% Notes due June 4, 2026
|
(b)
|
|
649
|
|
|
—
|
|
||
6.700% Notes due December 1, 2026
|
(c)
|
|
174
|
|
|
177
|
|
||
1.900% Notes due December 15, 2026
|
|
|
541
|
|
|
575
|
|
||
3.700% Notes due June 6, 2027
|
(a)
|
|
1,714
|
|
|
2,383
|
|
||
7.000% Debentures due August 1, 2027
|
|
|
175
|
|
|
156
|
|
||
6.700% Debentures due August 1, 2028
|
|
|
175
|
|
|
154
|
|
||
6.000% Notes due May 15, 2039
|
|
|
246
|
|
|
246
|
|
||
5.000% Notes due November 12, 2040
|
(a)
|
|
124
|
|
|
296
|
|
||
4.875% Notes due May 15, 2044
|
(a)
|
|
248
|
|
|
331
|
|
||
4.685% Notes due December 15, 2044
|
(a)
|
|
1,045
|
|
|
1,159
|
|
||
4.669% Notes due June 6, 2047
|
|
|
1,485
|
|
|
1,484
|
|
||
Other long-term debt
|
|
|
5
|
|
|
8
|
|
||
Total Long-Term Debt
|
|
|
$
|
18,081
|
|
|
$
|
18,894
|
|
(a)
|
A portion of the aggregate principal amount outstanding was redeemed or repurchased during 2019, as further discussed below.
|
(b)
|
Includes notes issued during 2019, as further discussed below.
|
(c)
|
Includes notes assumed in connection with the Company's acquisition of Bard, as further discussed below.
|
Interest Rate and Maturity
|
|
Aggregate
Principal Amount
(Millions of dollars)
|
||
3.700% Notes due June 6, 2027
|
|
$
|
675
|
|
5.000% Notes due November 12, 2040
|
|
175
|
|
|
4.875% Notes due May 15, 2044
|
|
75
|
|
|
4.685% Notes due December 15, 2044
|
|
175
|
|
|
Total notes purchased
|
|
$
|
1,100
|
|
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
||||||
Charged to operations
|
$
|
639
|
|
|
$
|
706
|
|
|
$
|
521
|
|
Capitalized
|
44
|
|
|
42
|
|
|
32
|
|
|||
Total interest costs
|
$
|
683
|
|
|
$
|
748
|
|
|
$
|
553
|
|
Interest paid, net of amounts capitalized
|
$
|
658
|
|
|
$
|
674
|
|
|
$
|
435
|
|
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
235
|
|
|
$
|
665
|
|
|
$
|
(230
|
)
|
State and local, including Puerto Rico
|
41
|
|
|
73
|
|
|
(20
|
)
|
|||
Foreign
|
300
|
|
|
387
|
|
|
200
|
|
|||
|
$
|
576
|
|
|
$
|
1,124
|
|
|
$
|
(50
|
)
|
Deferred:
|
|
|
|
|
|
||||||
Domestic
|
$
|
(566
|
)
|
|
$
|
(201
|
)
|
|
$
|
(64
|
)
|
Foreign
|
(67
|
)
|
|
(61
|
)
|
|
(10
|
)
|
|||
|
(633
|
)
|
|
(262
|
)
|
|
(74
|
)
|
|||
Income tax (benefit) provision
|
$
|
(57
|
)
|
|
$
|
862
|
|
|
$
|
(124
|
)
|
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
||||||
Domestic, including Puerto Rico
|
$
|
1,340
|
|
|
$
|
(135
|
)
|
|
$
|
(386
|
)
|
Foreign
|
(164
|
)
|
|
1,308
|
|
|
1,362
|
|
|||
Income Before Income Taxes
|
$
|
1,176
|
|
|
$
|
1,173
|
|
|
$
|
976
|
|
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at October 1
|
$
|
543
|
|
|
$
|
349
|
|
|
$
|
469
|
|
Increase due to acquisitions
|
3
|
|
|
140
|
|
|
—
|
|
|||
Increase due to current year tax positions
|
11
|
|
|
43
|
|
|
41
|
|
|||
Increase due to prior year tax positions
|
6
|
|
|
43
|
|
|
19
|
|
|||
Decreases due to prior year tax positions
|
(39
|
)
|
|
—
|
|
|
(30
|
)
|
|||
Decrease due to settlements with tax authorities
|
—
|
|
|
(29
|
)
|
|
(145
|
)
|
|||
Decrease due to lapse of statute of limitations
|
(5
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|||
Balance at September 30
|
$
|
519
|
|
|
$
|
543
|
|
|
$
|
349
|
|
|
2019
|
|
2018
|
||||||||||||
(Millions of dollars)
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Compensation and benefits
|
$
|
513
|
|
|
$
|
—
|
|
|
$
|
458
|
|
|
$
|
—
|
|
Property and equipment
|
—
|
|
|
255
|
|
|
—
|
|
|
253
|
|
||||
Intangibles
|
—
|
|
|
2,624
|
|
|
—
|
|
|
2,948
|
|
||||
Loss and credit carryforwards
|
1,327
|
|
|
—
|
|
|
1,290
|
|
|
—
|
|
||||
Other
|
634
|
|
|
189
|
|
|
707
|
|
|
384
|
|
||||
|
2,474
|
|
|
3,068
|
|
|
2,455
|
|
|
3,585
|
|
||||
Valuation allowance
|
(1,240
|
)
|
|
—
|
|
|
(1,181
|
)
|
|
—
|
|
||||
Net (a)
|
$
|
1,234
|
|
|
$
|
3,068
|
|
|
$
|
1,275
|
|
|
$
|
3,585
|
|
(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.
|
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
||||||
Royalty income (a)
|
$
|
64
|
|
|
$
|
51
|
|
|
$
|
—
|
|
Hurricane-related insurance proceeds
|
35
|
|
|
—
|
|
|
—
|
|
|||
Vyaire Medical-related amounts and other income from divestitures (b)
|
6
|
|
|
288
|
|
|
(3
|
)
|
|||
Other investment gains/losses
|
18
|
|
|
8
|
|
|
3
|
|
|||
Net pension and postretirement benefit cost (c)
|
(2
|
)
|
|
(13
|
)
|
|
(44
|
)
|
|||
Losses on undesignated foreign exchange derivatives, net
|
(23
|
)
|
|
(14
|
)
|
|
(11
|
)
|
|||
Losses on debt extinguishment (d)
|
(59
|
)
|
|
(16
|
)
|
|
(73
|
)
|
|||
Gains on previously held investments (e)
|
—
|
|
|
—
|
|
|
24
|
|
|||
Other
|
4
|
|
|
—
|
|
|
3
|
|
|||
Other income (expense), net
|
$
|
43
|
|
|
$
|
305
|
|
|
$
|
(101
|
)
|
(a)
|
Primarily 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.
|
(b)
|
The amount in 2019 represents income from transition services agreements (“TSA”) related to the Company’s 2018 and 2017 divestitures. The amount in 2018 includes the gain on the sale of the remaining ownership interest in its former Respiratory Solutions business and subsequent TSA income, net of the Company's share of equity investee results in the business. The amount in 2017 represents the Company’s share of equity investee results in the former business, net of TSA income. Additional disclosures regarding the Company’s divestiture transactions are provided in Note 11.
|
(c)
|
Represents all components of the Company’s net periodic pension and postretirement benefit costs, aside from service cost, as a result of the adoption of an accounting standard as further discussed in Note 2.
|
(d)
|
Represents losses recognized upon the extinguishment of certain senior notes, as further discussed in Note 16.
|
(e)
|
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, 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
|
|
Additions charged to costs and expenses
|
31
|
|
|
94
|
|
|
125
|
|
|||
Deductions and other
|
(31
|
)
|
(a)
|
(92
|
)
|
|
(123
|
)
|
|||
Balance at September 30, 2019
|
$
|
75
|
|
|
$
|
13
|
|
|
$
|
88
|
|
(a)
|
Accounts written off.
|
(Millions of dollars)
|
2019
|
|
2018
|
||||
Materials
|
$
|
544
|
|
|
$
|
510
|
|
Work in process
|
318
|
|
|
297
|
|
||
Finished products
|
1,717
|
|
|
1,644
|
|
||
|
$
|
2,579
|
|
|
$
|
2,451
|
|
(Millions of dollars)
|
2019
|
|
2018
|
||||
Land
|
$
|
164
|
|
|
$
|
173
|
|
Buildings
|
2,842
|
|
|
2,724
|
|
||
Machinery, equipment and fixtures
|
7,932
|
|
|
7,405
|
|
||
Leasehold improvements
|
190
|
|
|
182
|
|
||
|
11,128
|
|
|
10,485
|
|
||
Less accumulated depreciation and amortization
|
5,469
|
|
|
5,111
|
|
||
|
$
|
5,659
|
|
|
$
|
5,375
|
|
Millions of dollars, except per share amounts
|
|
2019
|
||||||||||||||||||
|
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|
Year (a)
|
||||||||||
Revenues
|
|
$
|
4,160
|
|
|
$
|
4,195
|
|
|
$
|
4,350
|
|
|
$
|
4,584
|
|
|
$
|
17,290
|
|
Gross Profit
|
|
1,974
|
|
|
1,974
|
|
|
2,074
|
|
|
2,266
|
|
|
8,288
|
|
|||||
Net Income
|
|
599
|
|
|
20
|
|
|
451
|
|
|
163
|
|
|
1,233
|
|
|||||
Earnings (loss) per Share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
2.09
|
|
|
(0.07
|
)
|
|
1.53
|
|
|
0.46
|
|
|
4.01
|
|
|||||
Diluted
|
|
2.05
|
|
|
(0.07
|
)
|
|
1.51
|
|
|
0.45
|
|
|
3.94
|
|
|
|
2018
|
||||||||||||||||||
|
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|
Year (a)
|
||||||||||
Revenues
|
|
$
|
3,080
|
|
|
$
|
4,222
|
|
|
$
|
4,278
|
|
|
$
|
4,402
|
|
|
$
|
15,983
|
|
Gross Profit
|
|
1,553
|
|
|
1,606
|
|
|
2,017
|
|
|
2,094
|
|
|
7,269
|
|
|||||
Net (Loss) Income
|
|
(136
|
)
|
|
(12
|
)
|
|
594
|
|
|
(135
|
)
|
|
311
|
|
|||||
(Loss) earnings per Share: (b)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
(0.76
|
)
|
|
(0.19
|
)
|
|
2.08
|
|
|
(0.64
|
)
|
|
0.62
|
|
|||||
Diluted
|
|
(0.76
|
)
|
|
(0.19
|
)
|
|
2.03
|
|
|
(0.64
|
)
|
|
0.60
|
|
(a)
|
Quarterly amounts may not add to the year-to-date totals due to rounding. Earnings per share amounts are calculated from the underlying whole-dollar amounts.
|
(b)
|
The sums of basic and diluted earnings per share for the quarters of 2018 do not equal year-to-date amounts due to the impacts of shares issued during this fiscal year, 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 10.
|
(a)(1)
|
Financial Statements
|
•
|
Reports of Independent Registered Public Accounting Firm
|
•
|
Consolidated Statements of Income — Years ended September 30, 2019, 2018 and 2017
|
•
|
Consolidated Statements of Comprehensive Income — Years ended September 30, 2019, 2018 and 2017
|
•
|
Consolidated Balance Sheets — September 30, 2019 and 2018
|
•
|
Consolidated Statements of Cash Flows — Years ended September 30, 2019, 2018 and 2017
|
•
|
Notes to Consolidated Financial Statements
|
(2)
|
Financial Statement Schedules
|
(3)
|
Exhibits
|
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 30, 2019.
|
|
Incorporated by reference to Exhibit 3 to the registrant’s Quarterly Report on Form 10-Q for the period ending December 31, 2018.
|
|
|
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.
|
|
|
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.
|
Exhibit
Number
|
|
Description
|
|
Method of Filing
|
|
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 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 2.404% 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.
|
|
|
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.
|
Exhibit
Number
|
|
Description
|
|
Method of Filing
|
|
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 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.
|
|
|
First Supplemental Indenture, dated as of June 4, 2019, among Becton Finance, as issuer, Becton, Dickinson and Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee.
|
|
Incorporated by reference to Exhibit 4.1 of the registrant's Current Report on Form 8-K filed on June 4, 2019.
|
|
|
Form of 0.174% Note due June 4, 2021.
|
|
Incorporated by reference to Exhibit 4.2 of the registrant's Current Report on Form 8-K filed on June 4, 2019.
|
|
|
Form of 0.632% Note due June 4, 2023.
|
|
Incorporated by reference to Exhibit 4.3 of the registrant's Current Report on Form 8-K filed on June 4, 2019.
|
|
|
Form of 1.208% Note due June 4, 2026.
|
|
Incorporated by reference to Exhibit 4.4 of the registrant's Current Report on Form 8-K filed on June 4, 2019.
|
|
|
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 as of January 1, 2019. *
|
|
Incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the period ending December 31, 2018.
|
|
|
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 November 26, 2019.*
|
|
Filed with this report.
|
|
|
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.
|
|
|
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.
|
|
|
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.
|
|
|
Term sheet, dated August 25, 2017, between the registrant and Samrat Khichi.*
|
|
Incorporated by reference to Exhibit 10(o) to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2018.
|
|
|
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.
|
|
|
Offer letter of Patrick Kaltenbach, dated March 29, 2018
|
|
Incorporated by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q for the period ending March 31, 2019.
|
Exhibit
Number
|
|
Description
|
|
Method of Filing
|
|
Subsidiaries of the registrant.
|
|
Filed with this report.
|
|
|
Consent of independent registered public accounting firm.
|
|
Filed with this report.
|
|
|
Power of Attorney.
|
|
Included on signature page.
|
|
|
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 iXBRL (Inline 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.
|
|
Filed with this report.
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
|
|
+
|
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.
|
*
|
Denotes a management contract or compensatory plan or arrangement.
|
|
By:
|
|
/s/ GARY DEFAZIO
|
|
|
|
Gary DeFazio
|
|
|
|
Senior Vice President and Corporate Secretary
|
Name
|
|
Capacity
|
|
|
|
/S/ VINCENT A. FORLENZA
|
|
Chairman and Chief Executive Officer
|
Vincent A. Forlenza
|
|
(Principal Executive Officer)
|
|
|
|
/S/ CHRISTOPHER R. REIDY
|
|
Executive Vice President, Chief Financial Officer
|
Christopher R. Reidy
|
|
and Chief Administrative Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
/S/ THOMAS J. SPOEREL
|
|
Vice President, Controller,
|
Thomas J. Spoerel
|
|
and Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
|
|
Name
|
|
Capacity
|
|
|
|
/S/ CATHERINE M. BURZIK
|
|
|
Catherine M. Burzik
|
|
Director
|
|
|
|
|
|
|
/S/ R. ANDREW ECKERT
|
|
|
R. Andrew Eckert
|
|
Director
|
|
|
|
|
|
|
/S/ CLAIRE M. FRASER
|
|
|
Claire M. Fraser
|
|
Director
|
|
|
|
|
|
|
/S/ JEFFREY W. HENDERSON
|
|
|
Jeffrey W. Henderson
|
|
Director
|
|
|
|
|
|
|
/S/ CHRISTOPHER JONES
|
|
|
Christopher Jones
|
|
Director
|
|
|
|
|
|
|
/S/ MARSHALL O. LARSEN
|
|
|
Marshall O. Larsen
|
|
Director
|
|
|
|
|
|
|
/S/ DAVID F. MELCHER
|
|
|
David F. Melcher
|
|
Director
|
|
|
|
|
|
|
/S/ CLAIRE POMEROY
|
|
|
Claire Pomeroy
|
|
Director
|
|
|
|
|
|
|
/S/ REBECCA W. RIMEL
|
|
|
Rebecca W. Rimel
|
|
Director
|
|
|
|
|
|
|
/S/ TIMOTHY M. RING
|
|
|
Timothy M. Ring
|
|
Director
|
|
|
|
|
|
|
/S/ BERTRAM L. SCOTT
|
|
|
Bertram L. Scott
|
|
Director
|
US SUBSIDIARIES OF BECTON, DICKINSON AND COMPANY
|
||
|
|
|
|
|
|
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 Inc.
|
|
Delaware
|
Becton Dickinson Global Holdings II 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 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
|
|
Delaware
|
CRISI Medical Systems, Inc.
|
|
Delaware
|
Davol Inc.
|
|
Delaware
|
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
|
Bard Hellas S.A.
|
|
Greece
|
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 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.
|
|
Malaysia
|
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
|
BD Holding S. de R.L. de C.V.
|
|
Mexico
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BD Infection Prevention BV
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Belgium
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BD Kiestra BV
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Netherlands
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BD Rapid Diagnostic (Suzhou) Co., Ltd.
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China
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BD San Luis Potosi, S.A. de C.V.
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Mexico, San Luis
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BD Switzerland Sarl
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Switzerland
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BD West Africa Limited
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Ghana
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Becton Dickinson A.G.
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Switzerland
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Becton Dickinson A/S
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Denmark
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Becton, Dickinson and Company, Ltd.
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Ireland
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Becton Dickinson Argentina S.R.L.
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Argentina
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Becton Dickinson Asia Holdings Ltd.
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Gibraltar
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Becton Dickinson Asia Limited
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Hong Kong
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Becton Dickinson Austria GmbH
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Austria
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Becton Dickinson Austria Holdings GmbH
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Austria
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Becton Dickinson Benelux N.V.
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Belgium
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Becton, Dickinson B.V.
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Netherlands
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Becton Dickinson B.V. Saudi Limited Company
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Saudi Arabia
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Becton Dickinson Canada Inc.
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Canada
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Becton Dickinson Caribe Ltd.
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Cayman Islands
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Becton Dickinson Croatia d.o.o.
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Croatia
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Becton Dickinson Czechia s.r.o.
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Czech Republic
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Becton Dickinson de Colombia Ltda.
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Colombia
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Becton Dickinson de Mexico, S.A. de C.V.
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Mexico
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Becton Dickinson del Uruguay S.A.
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Uruguay
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Becton Dickinson Dispensing Belgium BVBA
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Belgium
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Becton Dickinson Dispensing Denmark A/S
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Denmark
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Becton Dickinson Dispensing France SAS
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France
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Becton Dickinson Dispensing Ireland Limited
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Ireland
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Becton Dickinson Dispensing Norway
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Norway
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Becton Dickinson Dispensing Spain S.L.U.
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Spain
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Becton Dickinson Dispensing UK Ltd.
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United Kingdom
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Becton Dickinson Distribution Center N.V.
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Belgium
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Becton Dickinson East Africa Ltd.
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Kenya
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Becton Dickinson Euro Finance Sarl
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Luxembourg
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Becton Dickinson Europe Holdings S.A.S.
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France
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Becton Dickinson France S.A.S.
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France
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Becton Dickinson (Gibraltar) Holdings Ltd.
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Gibraltar
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Becton Dickinson (Gibraltar) Limited
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Gibraltar
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Becton Dickinson (Gibraltar) Management Limited
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Gibraltar
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Becton Dickinson GmbH
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Germany
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Becton Dickinson GSA Beteilgungs GmbH
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Germany
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Becton Dickinson Guatemala S.A.
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Guatemala
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Becton Dickinson Hellas S.A.
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Greece
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Becton Dickinson Holdings Limited
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Ireland
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Becton Dickinson Holdings Pte Ltd.
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Singapore
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Becton Dickinson Hungary Kft.
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Hungary
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Becton Dickinson India Private Limited
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India, Maharashtra
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Becton, Dickinson Industrias Cirurgicas, Ltda.
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Brazil
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Becton Dickinson Infusion Therapy AB
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Sweden
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Becton Dickinson Infusion Therapy B.V.
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Netherlands
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Becton Dickinson Infusion Therapy Holdings UK Limited
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United Kingdom
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Becton Dickinson Infusion Therapy Systems Inc., S.A. de C.V.
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Mexico, Sonora
|
Becton Dickinson Infusion Therapy UK
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United Kingdom
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Becton Dickinson Insulin Syringe, Ltd.
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Cayman Islands
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Becton Dickinson International Holdings Pte Ltd.
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Singapore
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Becton Dickinson International Holdings II Pte Ltd.
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Singapore
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Becton Dickinson International Holdings III Pte Ltd.
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Singapore
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Becton Dickinson Ireland Holdings Limited
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Ireland
|
Becton Dickinson Israel Ltd.
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Israel
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Becton Dickinson Italia S.p.A.
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Italy
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Becton Dickinson Ithalat Ihracat Limited Sirketi
|
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Turkey
|
Becton Dickinson Korea Ltd.
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Korea
|
Becton Dickinson Ltd.
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New Zealand
|
Becton Dickinson Luxembourg Finance S.a.r.L.
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Luxembourg
|
Becton Dickinson Luxembourg Global Holdings Sarl
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Luxembourg
|
Becton Dickinson Luxembourg Holdings II S.a.r.L
|
|
Luxembourg
|
Becton Dickinson Luxembourg Holdings III S.a.r.L
|
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Luxembourg
|
Becton Dickinson Luxembourg Holdings S.a.r.L
|
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Luxembourg
|
Becton Dickinson Luxembourg S.a.r.L.
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Luxembourg
|
Becton Dickinson Management GmbH & Co. KG
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Germany
|
Becton Dickinson (Mauritius) Limited
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Mauritius
|
Becton Dickinson Medical (S) Pte Ltd.
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Singapore
|
Becton Dickinson Medical Devices (Shanghai) Co., Ltd.
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China
|
Becton Dickinson Medical Devices (Suzhou) Co., Ltd.
|
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China
|
Becton Dickinson Medical Products Pte. Ltd.
|
|
Singapore
|
Becton Dickinson Netherlands Global Holdings II C.V.
|
|
Netherlands
|
Becton Dickinson Netherlands Holdings B.V.
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|
Netherlands
|
Becton Dickinson Netherlands Holdings II B.V.
|
|
Netherlands
|
Becton Dickinson Norway AS
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Norway
|
Becton Dickinson O.Y.
|
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Finland
|
Becton Dickinson Pakistan (Pvt) Ltd.
|
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Pakistan
|
Becton Dickinson Penel Limited
|
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Cayman Islands
|
Becton Dickinson Philippines, Inc.
|
|
Philippines
|
Becton Dickinson Polska Sp.z.o.o.
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Poland
|
Becton Dickinson Portugal, Unipessoal, Lda.
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Portugal
|
Becton Dickinson Pty. Ltd.
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Australia
|
Becton Dickinson (Pty) Ltd.
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South Africa
|
Becton Dickinson Research Centre Ireland Limited
|
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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 Technology Campus India
|
|
India
|
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.
|
|
Luxembourg
|
Becton Dickinson Zambia Limited
|
|
Zambia
|
Benex Ltd.
|
|
Ireland
|
C. R. Bard (Portugal)-Produtos e Artigos Medicos e Farmaceuticos
|
|
Portugal, Lisbon
|
C. R. Bard GmbH
|
|
Germany
|
C. R. Bard Netherlands Sales B.V.
|
|
Netherlands
|
Cardial S.A.S.
|
|
France
|
CareFusion Asia (HK) Limited
|
|
Hong Kong
|
CareFusion Australia 316 Pty Limited
|
|
Australia
|
CareFusion (Barbados) SrL
|
|
Barbados
|
CareFusion BH 335 d.o.o. Cazin
|
|
Bosnia
|
Care Fusion Development Private Limited
|
|
India
|
CareFusion D.R. 203 Ltd.
|
|
Bermuda
|
CareFusion (Shanghai) Commercial and Trading Co. Limited
|
|
Portugal
|
CareFusion Finland 320 Oy
|
|
Finland
|
CareFusion France 309 S.A.S.
|
|
France
|
CareFusion Germany 318 GmbH
|
|
Germany
|
CareFusion Iberia 308 S.L.
|
|
Spain
|
CareFusion Israel 330 Ltd.
|
|
Israel
|
CareFusion Italy 312 S.p.A.
|
|
Italy
|
CareFusion Malaysia 325 Sdn Bhd
|
|
Malaysia
|
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 S.A. 319 (Proprietary) Limited
|
|
South Africa
|
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
|
Dutch American Manufacturers (D.A.M.) B.V.
|
|
Netherlands
|
Embo Medical Limited
|
|
Ireland
|
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
|
P.R.C.(Isialys)Societe a responsabilitie limitee(Societe a associe unique)
|
|
France
|
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, Sonora
|
PT Becton Dickinson Indonesia
|
|
Indonesia
|
Puls Medical Devices AS LC
|
|
Norway
|
Rochester Medical Ltd.
|
|
United Kingdom
|
Sendal, S.L.U.
|
|
Spain
|
Sirigen II Limited
|
|
United Kingdom
|
Sistemas Médicos ALARIS, S.A. de C.V.
|
|
Mexico, Baja
|
Touchstone Medical Limited
|
|
United Kingdom
|
TVA Medical GmbH
|
|
Germany
|
Vas-Cath Incorporated
|
|
Canada, Ontario
|
Date: November 27, 2019
|
|
/s/ Vincent A. Forlenza
|
Vincent A. Forlenza
|
Chairman and Chief Executive Officer
|
Date: November 27, 2019
|
|
/s/ Christopher R. Reidy
|
Christopher R. Reidy
|
Executive Vice President, Chief Financial Officer and Chief Administrative Officer
|
Date: November 27, 2019
|
|
/s/ Vincent A. Forlenza
|
Vincent A. Forlenza
|
Chief Executive Officer
|
Date: November 27, 2019
|
|
/s/ Christopher R. Reidy
|
Christopher R. Reidy
|
Chief Financial Officer
|