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New Jersey
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22-0760120
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1 Becton Drive
Franklin Lakes, New Jersey
(Address of principal executive offices)
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07417-1880
(Zip code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $1.00
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New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Business Unit
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Principal Product Lines
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Diabetes Care
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Syringes, pen needles and IV sets for the injection or infusion of insulin and other drugs used in the treatment of diabetes.
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Medication and Procedural Solutions
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Needles, syringes and intravenous catheters for medication delivery (including safety-engineered and auto-disable devices); prefilled IV flush syringes; regional anesthesia needles and trays; sharps disposal containers; closed-system transfer devices; skin antiseptic products; and surgical and laproscopic instrumentation.
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Medication Management Solutions
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Intravenous medication safety and infusion therapy delivery systems, including infusion pumps and dedicated disposables; medication compounding workflow systems; and automated medication dispensing and supply management systems.
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Pharmaceutical Systems
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Prefillable drug delivery systems provided to pharmaceutical companies and sold to end-users as drug/device combinations.
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Business Unit
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Principal Product Lines
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Preanalytical Systems
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Integrated systems for specimen collection; safety-engineered blood collection products and systems.
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Diagnostic Systems
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Automated blood culturing and tuberculosis culturing systems; molecular testing systems for infectious diseases and women’s health; microorganism identification and drug susceptibility systems; liquid-based cytology systems for cervical cancer screening; rapid diagnostic assays; microbiology laboratory automation; and plated media.
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Biosciences
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Fluorescence-activated cell sorters and analyzers; monoclonal antibodies and kits for performing cell analysis; reagent systems for life science research; molecular indexing and next-generation sequencing sample preparation for genomics research; clinical oncology, immunological (HIV) and transplantation diagnostic/monitoring reagents and analyzers; and cell culture media supplements for biopharmaceutical manufacturing.
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(A)
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Facilities used by more than one business segment.
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Name
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Age
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Position
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Vincent A. Forlenza
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63
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Chairman since July 2012; Chief Executive Officer since October 2011; President since January 2009; and Chief Operating Officer from July 2010 to October 2011.
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Gary M. Cohen
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57
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Executive Vice President and President, Global Health.
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Alexandre Conroy
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53
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Executive Vice President and President, Europe, EMA and the Americas since June 2012; and prior thereto, President, Western Europe.
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James Lim
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52
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Executive Vice President and President, Greater Asia since June 2012; and prior thereto, Vice President/General Manager, Central Asia Pacific and Operations.
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Alberto Mas
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55
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Executive Vice President and President - Life Sciences Segment since October 2016; Worldwide President - Life Sciences, Diagnostic Systems from October 2013 to October 2016; and Worldwide President - BD Biosciences from October 2011 to October 2013.
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Thomas E. Polen
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43
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Executive Vice President and President - Medical Segment since October 2014; Group President from October 2013 to October 2014; and Worldwide President - BD Diagnostic Systems from October 2010 to October 2013.
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Christopher R. Reidy
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59
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Executive Vice President, Chief Financial Officer and Chief Administrative Officer since July 2013; and prior thereto, Vice President and Chief Financial Officer of ADP Corporation.
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Nabil Shabshab
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51
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Executive Vice President, Strategic Planning and Chief Marketing Officer.
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Jeffrey S. Sherman
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61
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Executive Vice President and General Counsel.
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Stephen Sichak
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59
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Executive Vice President, Integrated Supply Chain.
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Ellen R. Strahlman, M.D.
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59
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Executive Vice President, Research and Development and Chief Medical Officer since April 2013; Senior Vice President, Office of the CEO and Global Head, Neglected Tropical Diseases of GlaxoSmithKline from March 2012 to May 2012, and prior thereto, Chief Medical Officer of GlaxoSmithKline plc.
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Linda M. Tharby
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48
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Executive Vice President since October 2014 and Chief Human Resource Officer since October 2016; President - Life Sciences Segment from October 2014 to October 2016; Group President from October 2013 to October 2014; and prior thereto, Worldwide President - BD Medical, Diabetes Care.
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2015
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2016
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||
By Quarter
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High
|
Low
|
High
|
Low
|
First
|
$141.26
|
$113.60
|
$156.53
|
$132.19
|
Second
|
$149.50
|
$138.08
|
$152.54
|
$132.88
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Third
|
$145.57
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$137.93
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$172.19
|
$152.86
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Fourth
|
$153.86
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$130.40
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$181.55
|
$169.64
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By Quarter
|
2015
|
2016
|
||
First
|
$ 0.600
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$ 0.660
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Second
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0.600
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|
0.660
|
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Third
|
0.600
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|
0.660
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Fourth
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0.600
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0.660
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Period
|
Total Number of
Shares
Purchased(1)
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|
Average
Price
Paid
per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs(2)
|
|
Maximum Number
of Shares that
May Yet be
Purchased Under the
Plans or Programs(2)
|
||||
July 1-31, 2016
|
—
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—
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|
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—
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9,147,060
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August 1-31, 2016
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2,364
|
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$173.57
|
|
|
—
|
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|
9,147,060
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|
September 1-30, 2016
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—
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|
|
—
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|
|
—
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9,147,060
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|
Total
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2,364
|
|
|
$173.57
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|
—
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9,147,060
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|
(1)
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Represents shares purchased during the quarter in open market transactions by the trust relating to BD’s Deferred Compensation and Retirement Benefit Restoration Plan and 1996 Directors’ Deferral Plan.
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(2)
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Any repurchases would be made pursuant to the repurchase program authorized by the Board of Directors on September 24, 2013 for 10 million shares, for which there is no expiration date.
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Years Ended September 30
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||||||||||||||||||
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2016
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2015
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2014
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2013
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2012
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||||||||||
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Dollars in millions, except share and per share amounts
|
|
||||||||||||||||||
Operations
|
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||||||||||
Revenues
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$
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12,483
|
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$
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10,282
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$
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8,446
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$
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8,054
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$
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7,708
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Gross Margin
|
5,991
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4,695
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4,301
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4,171
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3,953
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|||||
Research and Development Expense
|
828
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|
|
632
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|
550
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|
494
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|
472
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|||||
Operating Income
|
1,430
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|
|
1,074
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1,606
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1,254
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1,558
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|||||
Interest Expense, Net
|
367
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|
356
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|
|
89
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|
98
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|
84
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|||||
Income From Continuing Operations Before Income Taxes
|
1,074
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(A)
|
739
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(B)
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1,522
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(C)
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1,165
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(D)
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1,472
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(E)
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|||||
Income Tax Provision
|
97
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|
|
44
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|
337
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|
|
236
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|
|
363
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|
|
|||||
Income from Continuing Operations
|
976
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|
(A)
|
695
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|
(B)
|
1,185
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(C)
|
929
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|
(D)
|
1,110
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(E)
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|||||
Net Income
|
976
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|
|
695
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|
1,185
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1,293
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|
1,170
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|||||
Basic Earnings Per Share from Continuing Operations
|
4.59
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3.43
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6.13
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4.76
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|
5.40
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|||||
Diluted Earnings Per Share from Continuing Operations
|
4.49
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(A)
|
3.35
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(B)
|
5.99
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(C)
|
4.67
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(D)
|
5.30
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|
(E)
|
|||||
Dividends Per Common Share
|
2.64
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|
2.40
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|
2.18
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|
1.98
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|
|
1.80
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|
|
|||||
Financial Position
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Current Assets
|
$
|
6,367
|
|
|
$
|
5,659
|
|
|
$
|
5,775
|
|
|
$
|
5,530
|
|
|
$
|
5,144
|
|
|
Total Current Liabilities
|
4,400
|
|
|
4,381
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|
|
2,225
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|
|
2,122
|
|
|
1,974
|
|
|
|||||
Total PPE, Net
|
3,901
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|
|
4,060
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|
3,605
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|
|
3,476
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|
|
3,304
|
|
|
|||||
Total Assets
|
25,586
|
|
|
26,478
|
|
|
12,384
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|
|
12,029
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|
|
11,376
|
|
|
|||||
Total Long-Term Debt
|
10,550
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|
|
11,370
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|
|
3,768
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|
|
3,763
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|
|
3,761
|
|
|
|||||
Total Shareholders’ Equity
|
7,633
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|
|
7,164
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|
|
5,053
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|
|
5,043
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|
|
4,136
|
|
|
|||||
Book Value Per Common Share
|
35.79
|
|
|
34.00
|
|
|
26.33
|
|
|
25.99
|
|
|
21.00
|
|
|
|||||
Financial Relationships
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross Profit Margin
|
48.0
|
%
|
|
45.7
|
%
|
|
50.9
|
%
|
|
51.8
|
%
|
|
51.3
|
%
|
|
|||||
Return on Revenues
|
7.8
|
%
|
|
6.8
|
%
|
|
14.0
|
%
|
|
11.5
|
%
|
(F)
|
14.4
|
%
|
(F)
|
|||||
Return on Total Assets(G)
|
5.6
|
%
|
|
5.7
|
%
|
|
13.6
|
%
|
|
11.1
|
%
|
(F)
|
14.7
|
%
|
(F)
|
|||||
Return on Equity
|
13.2
|
%
|
|
11.4
|
%
|
|
23.5
|
%
|
|
20.2
|
%
|
(F)
|
24.8
|
%
|
(F)
|
|||||
Debt to Capitalization(H)
|
57.2
|
%
|
|
59.4
|
%
|
|
43.6
|
%
|
|
43.6
|
%
|
(F)
|
49.6
|
%
|
(F)
|
|||||
Additional Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of Employees
|
50,900
|
|
|
49,500
|
|
|
30,600
|
|
|
30,000
|
|
|
29,600
|
|
|
|||||
Number of Shareholders
|
13,788
|
|
|
14,547
|
|
|
8,210
|
|
|
8,412
|
|
|
8,696
|
|
|
|||||
Average Common and Common Equivalent Shares Outstanding — Assuming Dilution (millions)
|
217.5
|
|
|
207.5
|
|
|
197.7
|
|
|
199.2
|
|
|
209.2
|
|
|
|||||
Depreciation and Amortization
|
$
|
1,114
|
|
|
$
|
891
|
|
|
$
|
562
|
|
|
$
|
546
|
|
|
$
|
511
|
|
|
Capital Expenditures
|
693
|
|
|
596
|
|
|
592
|
|
|
522
|
|
|
487
|
|
|
(A)
|
Includes the impact of specified items totaling $1.261 billion ($892 million after-tax), or $4.10 diluted earnings per share from continuing operations, which affects comparisons of results across periods presented.
|
(B)
|
Includes the impact of specified items totaling $1.186 billion ($786 million after-tax), or $3.79 diluted earnings per share from continuing operations, which affects comparisons of results across periods presented.
|
(C)
|
Includes the impact of specified items totaling $153 million ($101 million after-tax), or $0.51 diluted earnings per share from continuing operations, which affects comparisons of results across periods presented.
|
(D)
|
Includes the impact of specified items totaling $442 million ($279 million after-tax), or $1.40 diluted earnings per share from continuing operations, which affects comparisons of results across periods presented.
|
(E)
|
There were no amounts reflected in the results of operations for the period which would significantly affect the comparisons of results across periods presented.
|
(F)
|
Excludes discontinued operations.
|
(G)
|
Earnings before interest expense and taxes as a percent of average total assets.
|
(H)
|
Total debt as a percent of the sum of total debt, shareholders’ equity and non-current deferred income tax liabilities.
|
•
|
To increase revenue growth by focusing on our core products, services and solutions that deliver greater benefits to patients, healthcare workers and researchers;
|
•
|
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 and cell therapy;
|
•
|
Enhancing disease management in diabetes, women’s health and cancer, and infection control.
|
•
|
To maintain an investment grade rating;
|
•
|
To ensure access to the debt market for strategic opportunities;
|
•
|
To optimize the cost of capital based on market conditions.
|
•
|
Medical segment volume growth was driven by the Medication and Procedural Solutions unit's international sales of safety-engineered products, the Diabetes Care unit’s sales of pen needles and the Pharmaceutical Systems unit's sales of self-injection systems. Fiscal year
2016
revenues in the Respiratory Solutions unit were unfavorably impacted by the termination of a distribution contract, as noted above.
|
•
|
Life Sciences segment volume growth was driven by the Preanalytical Systems unit's global sales of safety-engineered products, the Diagnostic Systems unit's sales of automated platforms and the Biosciences unit’s U.S. sales of research instrument and reagent sales. The Biosciences unit's international fiscal year 2016 revenues were unfavorably impacted by pressure on sales of HIV-related clinical products in Africa.
|
•
|
U.S. Medical segment volume growth in
2016
primarily reflected the sales of infusion disposables and self-injection systems. U.S. Life Sciences segment volume growth in
2016
was driven by sales of safety-engineered products, microbiology platforms, molecular diagnostic platforms, and research reagents, as well as by research instrument placements.
|
•
|
The Medical segment's international volume growth in
2016
was driven by sales of safety-engineered and flush products. The Life Sciences segment's international volume growth in
2016
was driven by sales of safety-engineered products, microbiology and Women's Health and Cancer platforms, but was negatively impacted by pressure on HIV-related clinical products in Africa, as noted above.
|
•
|
Worldwide sales of safety-engineered products reflected volume growth that was attributable to both segments. Fiscal year
2016
sales in the United States of safety-engineered devices of
$1.805 billion
increased 22.8% and fiscal year
2016
international sales of safety-engineered devices of
$1.231 billion
grew 9.3% over the prior year’s period, inclusive of an estimated 7.5% unfavorable impact due to foreign currency translation.
|
|
|
|
|
|
|
|
2016 vs. 2015 (A)
|
|
2015 vs. 2014 (A)
|
||||||||||||||||||||
(Millions of dollars)
|
2016
|
|
2015
|
|
2014
|
|
Total
Change
|
|
Estimated
FX
Impact
|
|
FXN Change
|
|
Total
Change
|
|
Estimated
FX
Impact
|
|
FXN Change
|
||||||||||||
Medication and Procedural Solutions
|
$
|
3,413
|
|
|
$
|
2,850
|
|
|
$
|
2,307
|
|
|
19.8
|
%
|
|
(3.6
|
)%
|
|
23.4
|
%
|
|
23.5
|
%
|
|
(6.4
|
)%
|
|
29.9
|
%
|
Medication Management Solutions
|
2,210
|
|
|
1,033
|
|
|
—
|
|
|
NM
|
|
|
NM
|
|
|
NM
|
|
|
NM
|
|
|
NM
|
|
|
NM
|
|
|||
Diabetes Care
|
1,023
|
|
|
1,012
|
|
|
1,037
|
|
|
1.1
|
%
|
|
(3.3
|
)%
|
|
4.4
|
%
|
|
(2.4
|
)%
|
|
(6.7
|
)%
|
|
4.3
|
%
|
|||
Pharmaceutical Systems
|
1,199
|
|
|
1,167
|
|
|
1,229
|
|
|
2.7
|
%
|
|
(2.4
|
)%
|
|
5.1
|
%
|
|
(5.0
|
)%
|
|
(10.1
|
)%
|
|
5.1
|
%
|
|||
Respiratory Solutions
|
824
|
|
|
419
|
|
|
—
|
|
|
96.8
|
%
|
|
(2.3
|
)%
|
|
99.1
|
%
|
|
NM
|
|
|
NM
|
|
|
NM
|
|
|||
Deferred revenue adjustment (B)
|
(14
|
)
|
|
(20
|
)
|
|
—
|
|
|
(29.3
|
)%
|
|
—
|
%
|
|
(29.3
|
)%
|
|
NM
|
|
|
NM
|
|
|
NM
|
|
|||
Total Medical revenues
|
$
|
8,654
|
|
|
$
|
6,460
|
|
|
$
|
4,573
|
|
|
34.0
|
%
|
|
(3.0
|
)%
|
|
37.0
|
%
|
|
41.3
|
%
|
|
(8.5
|
)%
|
|
49.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Medical segment safety-engineered products
|
$
|
1,924
|
|
|
$
|
1,499
|
|
|
$
|
1,119
|
|
|
28.3
|
%
|
|
(2.9
|
)%
|
|
31.2
|
%
|
|
34.0
|
%
|
|
(6.6
|
)%
|
|
40.6
|
%
|
(A)
|
"NM" denotes that the percentage is not meaningful.
|
(B)
|
In accordance with U.S. GAAP business combination accounting rules, CareFusion’s deferred revenue balance was written down to reflect a fair value measurement as of the acquisition date. The deferred revenue adjustment represents the amortization of this write-down which primarily relates to software maintenance contracts in the United States. Revenues for these contracts is typically deferred and recognized over the term of the contracts.
|
(Millions of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Medical segment operating income
|
$
|
2,052
|
|
|
$
|
1,530
|
|
|
$
|
1,291
|
|
|
|
|
|
|
|
||||||
Segment operating income as % of Medical revenues
|
23.7
|
%
|
|
23.7
|
%
|
|
28.2
|
%
|
|
|
|
|
|
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||||||
(Millions of dollars)
|
2016
|
|
2015
|
|
2014
|
|
Total
Change
|
|
Estimated
FX
Impact
|
|
FXN Change
|
|
Total
Change
|
|
Estimated
FX
Impact
|
|
FXN Change
|
||||||||||||
Preanalytical Systems
|
$
|
1,409
|
|
|
$
|
1,391
|
|
|
$
|
1,412
|
|
|
1.3
|
%
|
|
(3.9
|
)%
|
|
5.2
|
%
|
|
(1.5
|
)%
|
|
(6.4
|
)%
|
|
4.9
|
%
|
Diagnostic Systems
|
1,301
|
|
|
1,299
|
|
|
1,301
|
|
|
0.1
|
%
|
|
(3.2
|
)%
|
|
3.3
|
%
|
|
(0.2
|
)%
|
|
(6.5
|
)%
|
|
6.3
|
%
|
|||
Biosciences
|
1,119
|
|
|
1,132
|
|
|
1,159
|
|
|
(1.2
|
)%
|
|
(2.7
|
)%
|
|
1.5
|
%
|
|
(2.4
|
)%
|
|
(6.0
|
)%
|
|
3.6
|
%
|
|||
Total Life Sciences revenues
|
$
|
3,829
|
|
|
$
|
3,822
|
|
|
$
|
3,872
|
|
|
0.2
|
%
|
|
(3.2
|
)%
|
|
3.4
|
%
|
|
(1.3
|
)%
|
|
(6.3
|
)%
|
|
5.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Life Sciences segment safety-engineered products
|
$
|
1,113
|
|
|
$
|
1,097
|
|
|
$
|
1,104
|
|
|
1.4
|
%
|
|
(3.7
|
)%
|
|
5.1
|
%
|
|
(0.7
|
)%
|
|
(6.3
|
)%
|
|
5.6
|
%
|
(Millions of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Life Sciences segment operating income
|
$
|
793
|
|
|
$
|
839
|
|
|
$
|
861
|
|
|
|
|
|
|
|
||||||
Segment operating income as % of Life Sciences revenues
|
20.7
|
%
|
|
21.9
|
%
|
|
22.2
|
%
|
|
|
|
|
|
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||||||
(Millions of dollars)
|
2016
|
|
2015
|
|
2014
|
|
Total
Change
|
|
Estimated
FX
Impact
|
|
FXN Change
|
|
Total
Change
|
|
Estimated
FX
Impact
|
|
FXN Change
|
||||||||||||
United States
|
$
|
6,893
|
|
|
$
|
5,069
|
|
|
$
|
3,417
|
|
|
36.0
|
%
|
|
—
|
|
|
36.0
|
%
|
|
48.4
|
%
|
|
—
|
|
|
48.4
|
%
|
International
|
5,590
|
|
|
5,213
|
|
|
5,029
|
|
|
7.2
|
%
|
|
(6.2
|
)%
|
|
13.4
|
%
|
|
3.6
|
%
|
|
(12.6
|
)%
|
|
16.2
|
%
|
|||
Total revenues
|
$
|
12,483
|
|
|
$
|
10,282
|
|
|
$
|
8,446
|
|
|
21.4
|
%
|
|
(3.1
|
)%
|
|
24.5
|
%
|
|
21.7
|
%
|
|
(7.5
|
)%
|
|
29.2
|
%
|
(Millions of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Financing costs
(A)
|
$
|
—
|
|
|
$
|
107
|
|
|
$
|
—
|
|
Transaction costs
(A)
|
10
|
|
|
59
|
|
|
6
|
|
|||
Integration costs
(A)
|
192
|
|
|
95
|
|
|
—
|
|
|||
Restructuring costs
(A)
|
526
|
|
|
271
|
|
|
—
|
|
|||
Purchase accounting
(B)
|
527
|
|
|
645
|
|
|
74
|
|
|||
Research and development charges
(C)
|
—
|
|
|
—
|
|
|
26
|
|
|||
Pension settlement charges
|
6
|
|
|
—
|
|
|
3
|
|
|||
Other, net
(D)
|
—
|
|
|
7
|
|
|
44
|
|
|||
Total specified items
|
1,261
|
|
|
1,186
|
|
|
153
|
|
|||
Tax impact of specified items
|
369
|
|
|
400
|
|
|
52
|
|
|||
After-tax impact of specified items
|
$
|
892
|
|
|
$
|
786
|
|
|
$
|
101
|
|
(A)
|
Represents financing, transaction, integration and restructuring costs substantially associated with the CareFusion acquisition and portfolio rationalization. The financing costs were recorded in
Interest expense
. The transaction, integration and restructuring costs were recorded in
Acquisitions and other restructurings
. For further discussion of these charges, refer to Notes 1, 7, 8, 9, 10 and 11 to the consolidated financial statements contained in Item 8. Financial Statements and Supplementary Data.
|
(B)
|
Primarily represents non-cash amortization expense associated with acquisition-related identifiable intangible assets. BD’s amortization expense is primarily recorded in
Cost of products sold
. Amortization and depreciation expense relating to assets acquired in the CareFusion transaction was $492 million in
2016
compared with $284 million in
2015
. The adjustments in
2016
also included a net decrease in the fair value of certain contingent consideration liabilities of $25 million. The adjustments in
2015
included a fair value step-up adjustment of $293 million recorded relative to CareFusion’s inventory on the acquisition date and a pre-tax acquisition-date accounting gain of $9 million on a previously held investment.
|
(C)
|
Represents charges incurred in 2014 by the Medical and Life Sciences segments of $6 million and $20 million, respectively, in connection with the segments' terminations of certain development programs.
|
(D)
|
The amount in
2015
represents a charge for plaintiff attorneys’ fees, recorded in
Selling and administrative expense
associated with the antitrust and false advertising lawsuit Retractable Technologies, Inc. filed against BD, partially offset by an adjustment to reduce a liability for employee termination costs recorded relative to workforce reduction actions taken in the fourth quarter of fiscal year 2014. The amount in
2014
primarily represented the $36 million charge recorded relative to workforce reduction actions. For further discussion of these charges, refer to Notes 5 and 8 to the consolidated financial statements contained in Item 8. Financial Statements and Supplementary Data.
|
|
2016
|
|
2015
|
||
Gross profit margin % prior-year period
|
45.7
|
%
|
|
50.9
|
%
|
CareFusion acquisition-related asset depreciation and amortization
|
0.6
|
%
|
|
(5.5
|
)%
|
Operating performance
|
2.5
|
%
|
|
0.8
|
%
|
Foreign currency translation
|
(0.8
|
)%
|
|
(0.5
|
)%
|
Gross profit margin % current-year period
|
48.0
|
%
|
|
45.7
|
%
|
|
|
|
|
|
|
|
Increase (decrease) in basis points
|
||||||||||
(Millions of dollars)
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
Selling and administrative expense
|
$
|
3,005
|
|
|
$
|
2,563
|
|
|
$
|
2,145
|
|
|
|
|
|
||
% of revenues
|
24.1
|
%
|
|
24.9
|
%
|
|
25.4
|
%
|
|
(80
|
)
|
|
(50
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development expense
|
$
|
828
|
|
|
$
|
632
|
|
|
$
|
550
|
|
|
|
|
|
||
% of revenues
|
6.6
|
%
|
|
6.1
|
%
|
|
6.5
|
%
|
|
50
|
|
|
(40
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Acquisitions and other restructurings
|
$
|
728
|
|
|
$
|
426
|
|
|
$
|
—
|
|
|
|
|
|
(Millions of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Interest expense
|
$
|
(388
|
)
|
|
$
|
(371
|
)
|
|
$
|
(135
|
)
|
Interest income
|
21
|
|
|
15
|
|
|
46
|
|
|||
Net interest expense
|
$
|
(367
|
)
|
|
$
|
(356
|
)
|
|
$
|
(89
|
)
|
|
2016
|
|
2015
|
|
2014
|
|||
Effective income tax rate
|
9.1
|
%
|
|
5.9
|
%
|
|
22.1
|
%
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (Millions of dollars)
|
$
|
976
|
|
|
$
|
695
|
|
|
$
|
1,185
|
|
Diluted Earnings per Share
|
$
|
4.49
|
|
|
$
|
3.35
|
|
|
$
|
5.99
|
|
|
|
|
|
|
|
||||||
Unfavorable impact-specified items
|
$
|
(4.10
|
)
|
|
$
|
(3.79
|
)
|
|
$
|
(0.51
|
)
|
Unfavorable impact-foreign currency translation
|
$
|
(0.64
|
)
|
|
$
|
(0.69
|
)
|
|
$
|
(0.22
|
)
|
Dilutive impact from shares issued as consideration for the CareFusion acquisition (prior to the inclusion of CareFusion in consolidated results of operations)
|
$
|
—
|
|
|
$
|
(0.02
|
)
|
|
$
|
—
|
|
|
Increase (decrease)
|
||||||
(Millions of dollars)
|
2016
|
|
2015
|
||||
10% appreciation in U.S. dollar
|
$
|
(67
|
)
|
|
$
|
(28
|
)
|
10% depreciation in U.S. dollar
|
$
|
67
|
|
|
$
|
28
|
|
|
Increase (decrease)
|
||||||
(Millions of dollars)
|
2016
|
|
2015
|
||||
10% increase in interest rates
|
$
|
5
|
|
|
$
|
(3
|
)
|
10% decrease in interest rates
|
$
|
(5
|
)
|
|
$
|
3
|
|
(Millions of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by (used for)
|
|
|
|
|
|
||||||
Operating activities
|
$
|
2,559
|
|
|
$
|
1,730
|
|
|
$
|
1,746
|
|
Investing activities
|
$
|
(669
|
)
|
|
$
|
(8,318
|
)
|
|
$
|
(948
|
)
|
Financing activities
|
$
|
(1,761
|
)
|
|
$
|
6,190
|
|
|
$
|
(807
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Total debt
|
$
|
11,551
|
|
|
$
|
12,822
|
|
|
$
|
3,971
|
|
|
|
|
|
|
|
||||||
Short-term debt as a percentage of total debt
|
8.7
|
%
|
|
11.3
|
%
|
|
5.1
|
%
|
|||
Weighted average cost of total debt
|
3.6
|
%
|
|
3.3
|
%
|
|
3.7
|
%
|
|||
Total debt as a percentage of total capital (A)
|
57.2
|
%
|
|
59.4
|
%
|
|
43.6
|
%
|
(A)
|
Represents shareholders’ equity, net non-current deferred income tax liabilities, and debt.
|
|
Total
|
|
2017
|
|
2018 to
2019
|
|
2020 to
2021
|
|
2022 and
Thereafter
|
||||||||||
|
(Millions of dollars)
|
||||||||||||||||||
Short-term debt
|
$
|
801
|
|
|
$
|
801
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt(A)
|
14,679
|
|
|
398
|
|
|
3,381
|
|
|
2,468
|
|
|
8,432
|
|
|||||
Operating leases
|
278
|
|
|
74
|
|
|
103
|
|
|
68
|
|
|
33
|
|
|||||
Purchase obligations(B)
|
1,413
|
|
|
851
|
|
|
468
|
|
|
85
|
|
|
10
|
|
|||||
Unrecognized tax benefits(C)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total(D)
|
$
|
17,172
|
|
|
$
|
2,125
|
|
|
$
|
3,951
|
|
|
$
|
2,622
|
|
|
$
|
8,475
|
|
(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, 2016
of
$457 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 2016 relating to pension and other postretirement benefit plans are not expected to be material.
|
•
|
Infusion products (when sold with safety software, patient identification products and certain diagnostic equipment) within our Medication Management Solutions unit;
|
•
|
Dispensing products within our Medication Management Solutions unit;
|
•
|
Research and clinical instruments within our Biosciences unit.
|
•
|
Discount rate — A change of plus (minus) 25 basis points, with other assumptions held constant, would have an estimated $4 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 $3 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 (for example, new forms of drug delivery) by our current or future competitors, increased pricing pressure due to the impact of low-cost manufacturers as certain competitors have established manufacturing sites or have contracted with suppliers in low-cost manufacturing locations as a means to lower their costs, patents attained by competitors (particularly as patents on our products expire), and new entrants into our markets.
|
•
|
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 the potential effect on our operating performance.
|
•
|
Our ability to achieve our projected level or mix of product sales, as our earnings forecasts are based on projected sales volumes and pricing of many product types, some of which are more profitable than others.
|
•
|
Changes in reimbursement practices of third-party payers or adverse decisions relating to our products by such payers, which could reduce demand for our products or the price we can charge for such products.
|
•
|
The impact of the Patient Protection and Affordable Care Act in the United States, which implemented an excise tax on U.S. sales of certain medical devices (which has been suspended until January 1, 2018), and which could result in reduced demand for our products, increased pricing pressures or otherwise adversely affect our business.
|
•
|
Future healthcare reform in the United States and other countries in which we do business that may involve changes in government pricing and reimbursement policies or other cost containment reforms.
|
•
|
Changes in domestic and foreign healthcare industry practices that result in a reduction in procedures using our products or increased pricing pressures, including the continued consolidation among healthcare providers and trends toward managed care and healthcare cost containment.
|
•
|
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
|
•
|
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 the 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, 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 acquire or form strategic business alliances with local companies and make necessary infrastructure enhancements to production facilities and distribution networks. Our international operations also increase our compliance risks, including risks under the Foreign Corrupt Practices Act and other anti-corruption laws.
|
•
|
Political conditions in international markets, including civil unrest, terrorist activity, governmental changes, trade barriers, restrictions on the ability to transfer capital across borders and governmental expropriation of assets. This includes the possible impact of the June 2016 advisory referendum by British voters to exit the European Union, which has created uncertainties affecting business operations in the United Kingdom and the EU.
|
•
|
Deficit reduction efforts or other actions that reduce the availability of government funding for healthcare and research, which could weaken demand for our products and result in additional pricing pressures, as well as create potential collection risks associated with such sales.
|
•
|
Fluctuations in university or U.S. and international governmental funding and policies for life sciences research.
|
•
|
Fluctuations in the demand for products we sell to pharmaceutical companies that are used to manufacture, or are sold with, the products of such companies, as a result of funding constraints, consolidation or otherwise.
|
•
|
The effects of events that adversely impact our ability to manufacture our products (particularly where production of a product line is concentrated in one or more plants) or our ability to source materials or components from suppliers (including sole-source suppliers) that are needed for such manufacturing.
|
•
|
Pending and potential future litigation or other proceedings adverse to BD, including antitrust, product liability, environmental 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 recalls, regulatory action on the part of the U.S. Food and Drug Administration (FDA) or foreign counterparts, declining sales and product liability claims, particularly in light of the current regulatory environment, in which there has been increased enforcement activity by the FDA. 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.
|
•
|
Risks relating to our acquisition of CareFusion, including our ability to successfully combine and integrate the CareFusion operations in order to obtain the anticipated benefits and costs savings from the transaction, and the significant additional indebtedness we incurred in connection with the financing of the acquisition and the impact this increased indebtedness may have on our ability to operate the combined company.
|
•
|
The 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/ John Gallagher
|
Vincent A. Forlenza
|
|
Christopher Reidy
|
|
John Gallagher
|
Chairman, Chief Executive Officer and President
|
|
Executive Vice President, Chief Financial Officer and Chief Administrative Officer
|
|
Senior Vice President, Corporate Finance, Controller and Treasurer
|
|
|
/s/ ERNST & YOUNG LLP
|
New York, New York
|
|
|
November 23, 2016
|
|
|
|
|
/s/ ERNST & YOUNG LLP
|
New York, New York
|
|
|
November 23, 2016
|
|
|
Millions of dollars, except per share amounts
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
$
|
12,483
|
|
|
$
|
10,282
|
|
|
$
|
8,446
|
|
|
|
|
|
|
|
||||||
Cost of products sold
|
6,492
|
|
|
5,587
|
|
|
4,145
|
|
|||
Selling and administrative expense
|
3,005
|
|
|
2,563
|
|
|
2,145
|
|
|||
Research and development expense
|
828
|
|
|
632
|
|
|
550
|
|
|||
Acquisitions and other restructurings
|
728
|
|
|
426
|
|
|
—
|
|
|||
Total Operating Costs and Expenses
|
11,053
|
|
|
9,207
|
|
|
6,840
|
|
|||
Operating Income
|
1,430
|
|
|
1,074
|
|
|
1,606
|
|
|||
Interest expense
|
(388
|
)
|
|
(371
|
)
|
|
(135
|
)
|
|||
Interest income
|
21
|
|
|
15
|
|
|
46
|
|
|||
Other income, net
|
11
|
|
|
21
|
|
|
5
|
|
|||
Income Before Income Taxes
|
1,074
|
|
|
739
|
|
|
1,522
|
|
|||
Income tax provision
|
97
|
|
|
44
|
|
|
337
|
|
|||
Net Income
|
$
|
976
|
|
|
$
|
695
|
|
|
$
|
1,185
|
|
|
|
|
|
|
|
||||||
Basic Earnings per Share
|
$
|
4.59
|
|
|
$
|
3.43
|
|
|
$
|
6.13
|
|
|
|
|
|
|
|
||||||
Diluted Earnings per Share
|
$
|
4.49
|
|
|
$
|
3.35
|
|
|
$
|
5.99
|
|
Millions of dollars
|
2016
|
|
2015
|
|
2014
|
||||||
Net Income
|
$
|
976
|
|
|
$
|
695
|
|
|
$
|
1,185
|
|
Other Comprehensive Income (Loss), Net of Tax
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(50
|
)
|
|
(692
|
)
|
|
(344
|
)
|
|||
Defined benefit pension and postretirement plans
|
(141
|
)
|
|
(36
|
)
|
|
(147
|
)
|
|||
Net unrealized gains (losses) on cash flow hedges, net of reclassifications
|
1
|
|
|
(9
|
)
|
|
5
|
|
|||
Other Comprehensive (Loss) Income, Net of Tax
|
(191
|
)
|
|
(737
|
)
|
|
(486
|
)
|
|||
Comprehensive Income (Loss)
|
$
|
786
|
|
|
$
|
(42
|
)
|
|
$
|
699
|
|
Millions of dollars, except per share amounts and numbers of shares
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and equivalents
|
$
|
1,541
|
|
|
$
|
1,424
|
|
Short-term investments
|
27
|
|
|
20
|
|
||
Trade receivables, net
|
1,618
|
|
|
1,618
|
|
||
Current portion of net investment in sales-type leases
|
339
|
|
|
75
|
|
||
Inventories
|
1,719
|
|
|
1,959
|
|
||
Assets held for sale
|
642
|
|
|
—
|
|
||
Prepaid expenses and other
|
480
|
|
|
563
|
|
||
Total Current Assets
|
6,367
|
|
|
5,659
|
|
||
Property, Plant and Equipment, Net
|
3,901
|
|
|
4,060
|
|
||
Goodwill
|
7,419
|
|
|
7,537
|
|
||
Customer Relationships, Net
|
3,022
|
|
|
3,250
|
|
||
Developed Technology, Net
|
2,655
|
|
|
2,977
|
|
||
Other Intangibles, Net
|
604
|
|
|
797
|
|
||
Capitalized Software, Net
|
70
|
|
|
362
|
|
||
Net Investment in Sales-Type Leases, Less Current Portion
|
796
|
|
|
1,118
|
|
||
Other Assets
|
753
|
|
|
717
|
|
||
Total Assets
|
$
|
25,586
|
|
|
$
|
26,478
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Short-term debt
|
$
|
1,001
|
|
|
$
|
1,452
|
|
Accounts payable
|
665
|
|
|
631
|
|
||
Accrued expenses
|
1,575
|
|
|
1,624
|
|
||
Salaries, wages and related items
|
696
|
|
|
647
|
|
||
Income taxes
|
274
|
|
|
28
|
|
||
Liabilities held for sale
|
189
|
|
|
—
|
|
||
Total Current Liabilities
|
4,400
|
|
|
4,381
|
|
||
Long-Term Debt
|
10,550
|
|
|
11,370
|
|
||
Long-Term Employee Benefit Obligations
|
1,319
|
|
|
1,133
|
|
||
Deferred Income Taxes and Other
|
1,684
|
|
|
2,430
|
|
||
Commitments and Contingencies (See Note 5)
|
|
|
|
|
|
||
Shareholders’ Equity
|
|
|
|
||||
Common stock — $1 par value: authorized — 640,000,000 shares; issued — 332,662,160 shares in 2016 and 2015.
|
333
|
|
|
333
|
|
||
Capital in excess of par value
|
4,693
|
|
|
4,475
|
|
||
Retained earnings
|
12,727
|
|
|
12,314
|
|
||
Deferred compensation
|
22
|
|
|
20
|
|
||
Common stock in treasury — at cost — 119,370,934 shares in 2016 and 121,966,516 shares in 2015.
|
(8,212
|
)
|
|
(8,239
|
)
|
||
Accumulated other comprehensive loss
|
(1,929
|
)
|
|
(1,738
|
)
|
||
Total Shareholders’ Equity
|
7,633
|
|
|
7,164
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
25,586
|
|
|
$
|
26,478
|
|
Millions of dollars
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
976
|
|
|
$
|
695
|
|
|
$
|
1,185
|
|
Adjustments to net income to derive net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
1,114
|
|
|
891
|
|
|
562
|
|
|||
Share-based compensation
|
196
|
|
|
166
|
|
|
113
|
|
|||
Deferred income taxes
|
(426
|
)
|
|
(336
|
)
|
|
(32
|
)
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Trade receivables, net
|
(128
|
)
|
|
(2
|
)
|
|
(7
|
)
|
|||
Net investment in sales-type leases
|
51
|
|
|
28
|
|
|
—
|
|
|||
Inventories
|
69
|
|
|
200
|
|
|
(189
|
)
|
|||
Prepaid expenses and other
|
39
|
|
|
(97
|
)
|
|
(120
|
)
|
|||
Accounts payable, income taxes and other liabilities
|
368
|
|
|
145
|
|
|
199
|
|
|||
Pension obligation
|
(32
|
)
|
|
28
|
|
|
(29
|
)
|
|||
Other, net
|
332
|
|
|
11
|
|
|
62
|
|
|||
Net Cash Provided by Operating Activities
|
2,559
|
|
|
1,730
|
|
|
1,746
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(693
|
)
|
|
(596
|
)
|
|
(592
|
)
|
|||
Capitalized software
|
(25
|
)
|
|
(37
|
)
|
|
(61
|
)
|
|||
(Purchases of) proceeds from investments, net
|
(1
|
)
|
|
840
|
|
|
(171
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
(8,414
|
)
|
|
(40
|
)
|
|||
Divestitures of businesses
|
158
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(108
|
)
|
|
(110
|
)
|
|
(84
|
)
|
|||
Net Cash Used for Investing Activities
|
(669
|
)
|
|
(8,318
|
)
|
|
(948
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Change in short-term debt
|
(500
|
)
|
|
497
|
|
|
(4
|
)
|
|||
Proceeds from long-term debt
|
—
|
|
|
6,164
|
|
|
—
|
|
|||
Payments of debt
|
(752
|
)
|
|
(6
|
)
|
|
—
|
|
|||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(400
|
)
|
|||
Issuance of common stock and other, net
|
(32
|
)
|
|
(27
|
)
|
|
(9
|
)
|
|||
Excess tax benefit from payments under share-based compensation plans
|
86
|
|
|
48
|
|
|
27
|
|
|||
Dividends paid
|
(562
|
)
|
|
(485
|
)
|
|
(421
|
)
|
|||
Net Cash (Used for) Provided by Financing Activities
|
(1,761
|
)
|
|
6,190
|
|
|
(807
|
)
|
|||
Effect of exchange rate changes on cash and equivalents
|
(12
|
)
|
|
(38
|
)
|
|
(20
|
)
|
|||
Net Increase (Decrease) in Cash and Equivalents
|
117
|
|
|
(436
|
)
|
|
(29
|
)
|
|||
Opening Cash and Equivalents
|
1,424
|
|
|
1,861
|
|
|
1,890
|
|
|||
Closing Cash and Equivalents
|
$
|
1,541
|
|
|
$
|
1,424
|
|
|
$
|
1,861
|
|
|
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, 2013
|
$
|
333
|
|
|
$
|
2,068
|
|
|
$
|
11,342
|
|
|
$
|
19
|
|
|
(138,663
|
)
|
|
$
|
(8,204
|
)
|
Net income
|
—
|
|
|
—
|
|
|
1,185
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Common ($2.18 per share)
|
—
|
|
|
—
|
|
|
(421
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock issued for:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Share-based compensation and other plans, net
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
1,431
|
|
|
3
|
|
|||||
Share-based compensation
|
—
|
|
|
111
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock held in trusts, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,574
|
)
|
|
(400
|
)
|
|||||
Balance at September 30, 2014
|
$
|
333
|
|
|
$
|
2,198
|
|
|
$
|
12,105
|
|
|
$
|
19
|
|
|
(140,770
|
)
|
|
$
|
(8,601
|
)
|
Net income
|
—
|
|
|
—
|
|
|
695
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Common ($2.40 per share)
|
—
|
|
|
—
|
|
|
(485
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock issued for:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Share-based compensation and other plans, net
|
—
|
|
|
30
|
|
|
(2
|
)
|
|
1
|
|
|
2,839
|
|
|
(6
|
)
|
|||||
Acquisitions
|
—
|
|
|
2,083
|
|
|
—
|
|
|
—
|
|
|
15,959
|
|
|
368
|
|
|||||
Share-based compensation
|
—
|
|
|
164
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock held in trusts, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|||||
Balance at September 30, 2015
|
$
|
333
|
|
|
$
|
4,475
|
|
|
$
|
12,314
|
|
|
$
|
20
|
|
|
(121,967
|
)
|
|
$
|
(8,239
|
)
|
Net income
|
—
|
|
|
—
|
|
|
976
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Common ($2.64 per share)
|
—
|
|
|
—
|
|
|
(562
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock issued for:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Share-based compensation and other plans, net
|
—
|
|
|
27
|
|
|
(1
|
)
|
|
2
|
|
|
2,607
|
|
|
26
|
|
|||||
Share-based compensation
|
—
|
|
|
191
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock held in trusts, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|||||
Balance at September 30, 2016
|
$
|
333
|
|
|
$
|
4,693
|
|
|
$
|
12,727
|
|
|
$
|
22
|
|
|
(119,371
|
)
|
|
$
|
(8,212
|
)
|
(Millions of dollars)
|
Total
|
|
Foreign
Currency
Translation
|
|
Benefit Plans
|
|
Cash Flow
Hedges
|
||||||||
Balance at September 30, 2013
|
$
|
(516
|
)
|
|
$
|
74
|
|
|
$
|
(558
|
)
|
|
$
|
(31
|
)
|
Other comprehensive loss before reclassifications, net of taxes
|
(524
|
)
|
|
(344
|
)
|
|
(180
|
)
|
|
—
|
|
||||
Amounts reclassified into income, net of
taxes |
38
|
|
|
—
|
|
|
33
|
|
|
5
|
|
||||
Balance at September 30, 2014
|
$
|
(1,001
|
)
|
|
$
|
(270
|
)
|
|
$
|
(705
|
)
|
|
$
|
(26
|
)
|
Other comprehensive loss before reclassifications, net of taxes
|
(787
|
)
|
|
(692
|
)
|
|
(80
|
)
|
|
(16
|
)
|
||||
Amounts reclassified into income, net of
taxes |
50
|
|
|
—
|
|
|
44
|
|
|
6
|
|
||||
Balance at September 30, 2015
|
$
|
(1,738
|
)
|
|
$
|
(961
|
)
|
|
$
|
(741
|
)
|
|
$
|
(36
|
)
|
Other comprehensive loss before reclassifications, net of taxes
|
(251
|
)
|
|
(50
|
)
|
|
(190
|
)
|
|
(11
|
)
|
||||
Amounts reclassified into income, net of
taxes
|
60
|
|
|
—
|
|
|
48
|
|
|
12
|
|
||||
Balance at September 30, 2016
|
$
|
(1,929
|
)
|
|
$
|
(1,011
|
)
|
|
$
|
(883
|
)
|
|
$
|
(35
|
)
|
(Millions of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Benefit Plans
|
|
|
|
|
|
||||||
Income tax benefit for net losses recorded in other comprehensive income
|
$
|
79
|
|
|
$
|
47
|
|
|
$
|
86
|
|
|
|
|
|
|
|
||||||
Cash Flow Hedges
|
|
|
|
|
|
||||||
Income tax benefit for net losses recorded in other comprehensive income
|
$
|
7
|
|
|
$
|
10
|
|
|
$
|
—
|
|
(Millions of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Benefit Plans
|
|
|
|
|
|
||||||
Reclassification of credits and losses into income
|
$
|
73
|
|
|
$
|
67
|
|
|
$
|
51
|
|
Associated income tax benefits
|
(25
|
)
|
|
(23
|
)
|
|
(17
|
)
|
|||
Amounts reclassified into income, net of taxes (A)
|
$
|
48
|
|
|
$
|
44
|
|
|
$
|
33
|
|
|
|
|
|
|
|
||||||
Cash Flow Hedges
|
|
|
|
|
|
||||||
Reclassification of losses into income
|
$
|
19
|
|
|
$
|
10
|
|
|
$
|
8
|
|
Associated income tax benefits
|
(7
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|||
Amounts reclassified into income, net of taxes (B)
|
$
|
12
|
|
|
$
|
6
|
|
|
$
|
5
|
|
(A)
|
These reclassifications were not recorded into income in their entirety and were included in the computation of net periodic benefit plan costs. Additional details regarding the Company's benefit plans are provided in
Note 8
.
|
(B)
|
These reclassifications were recorded to
Interest expense
and
Cost of products sold
. Additional details regarding the Company's cash flow hedges are provided in
Note 13
.
|
|
2016
|
|
2015
|
|
2014
|
|||
Average common shares outstanding
|
212,702
|
|
|
202,537
|
|
|
193,299
|
|
Dilutive share equivalents from share-based plans
|
4,834
|
|
|
4,972
|
|
|
4,410
|
|
Average common and common equivalent shares outstanding — assuming dilution
|
217,536
|
|
|
207,509
|
|
|
197,709
|
|
(Millions of dollars)
|
2016
|
|
2015
|
|
2014
|
|
||||||
Revenues (A)
|
|
|
|
|
|
|
||||||
Medical
|
$
|
8,654
|
|
|
$
|
6,460
|
|
|
$
|
4,573
|
|
|
Life Sciences
|
3,829
|
|
|
3,822
|
|
|
3,872
|
|
|
|||
Total Revenues
|
$
|
12,483
|
|
|
$
|
10,282
|
|
|
$
|
8,446
|
|
|
Income Before Income Taxes
|
|
|
|
|
|
|
||||||
Medical (B)
|
$
|
2,052
|
|
|
$
|
1,530
|
|
|
$
|
1,291
|
|
|
Life Sciences
|
793
|
|
|
839
|
|
|
861
|
|
|
|||
Total Segment Operating Income
|
2,845
|
|
|
2,368
|
|
|
2,152
|
|
|
|||
Acquisitions and other restructurings
|
(728
|
)
|
|
(426
|
)
|
|
—
|
|
|
|||
Net interest expense
|
(367
|
)
|
|
(356
|
)
|
|
(89
|
)
|
|
|||
Other unallocated items (C)
|
(676
|
)
|
|
(847
|
)
|
|
(541
|
)
|
|
|||
Income Before Income Taxes
|
$
|
1,074
|
|
|
$
|
739
|
|
|
$
|
1,522
|
|
|
Segment Assets
|
|
|
|
|
|
|
||||||
Medical
|
$
|
19,154
|
|
|
$
|
20,055
|
|
|
$
|
4,668
|
|
|
Life Sciences
|
3,848
|
|
|
3,932
|
|
|
3,783
|
|
|
|||
Total Segment Assets
|
23,002
|
|
|
23,987
|
|
|
8,451
|
|
|
|||
Corporate and All Other (D)
|
2,584
|
|
|
2,491
|
|
|
3,933
|
|
|
|||
Total Assets
|
$
|
25,586
|
|
|
$
|
26,478
|
|
|
$
|
12,384
|
|
|
Capital Expenditures
|
|
|
|
|
|
|
||||||
Medical
|
$
|
482
|
|
|
$
|
414
|
|
|
$
|
420
|
|
|
Life Sciences
|
200
|
|
|
168
|
|
|
155
|
|
|
|||
Corporate and All Other
|
12
|
|
|
14
|
|
|
16
|
|
|
|||
Total Capital Expenditures
|
$
|
693
|
|
|
$
|
596
|
|
|
$
|
592
|
|
|
Depreciation and Amortization
|
|
|
|
|
|
|
||||||
Medical
|
$
|
857
|
|
|
$
|
619
|
|
|
$
|
293
|
|
|
Life Sciences
|
254
|
|
|
256
|
|
|
251
|
|
|
|||
Corporate and All Other
|
3
|
|
|
17
|
|
|
18
|
|
|
|||
Total Depreciation and Amortization
|
$
|
1,114
|
|
|
$
|
891
|
|
|
$
|
562
|
|
|
(Millions of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
||||||
United States
|
$
|
6,893
|
|
|
$
|
5,069
|
|
|
$
|
3,417
|
|
Europe
|
3,049
|
|
|
2,434
|
|
|
2,383
|
|
|||
Greater Asia
|
1,692
|
|
|
1,545
|
|
|
1,437
|
|
|||
Other
|
849
|
|
|
1,234
|
|
|
1,210
|
|
|||
|
$
|
12,483
|
|
|
$
|
10,282
|
|
|
$
|
8,446
|
|
Long-Lived Assets
|
|
|
|
|
|
||||||
United States
|
$
|
14,075
|
|
|
$
|
15,513
|
|
|
$
|
3,126
|
|
Europe
|
3,747
|
|
|
3,908
|
|
|
1,995
|
|
|||
Greater Asia
|
586
|
|
|
573
|
|
|
575
|
|
|||
Other
|
483
|
|
|
494
|
|
|
572
|
|
|||
Corporate
|
329
|
|
|
332
|
|
|
340
|
|
|||
|
$
|
19,220
|
|
|
$
|
20,819
|
|
|
$
|
6,609
|
|
(Millions of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of products sold
|
$
|
29
|
|
|
$
|
23
|
|
|
$
|
23
|
|
Selling and administrative expense
|
106
|
|
|
82
|
|
|
74
|
|
|||
Research and development expense
|
22
|
|
|
17
|
|
|
16
|
|
|||
Acquisitions and other restructurings
|
39
|
|
|
44
|
|
|
—
|
|
|||
|
$
|
196
|
|
|
$
|
166
|
|
|
$
|
113
|
|
|
2016
|
|
2015
|
|
2014
|
Risk-free interest rate
|
2.17%
|
|
2.20%
|
|
2.31%
|
Expected volatility
|
19.0%
|
|
19.0%
|
|
19.0%
|
Expected dividend yield
|
1.76%
|
|
1.78%
|
|
2.00%
|
Expected life
|
7.6 years
|
|
7.6 years
|
|
7.8 years
|
Fair value derived
|
$27.69
|
|
$24.82
|
|
$19.90
|
|
SARs (in
thousands)
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual Term
(Years)
|
|
Aggregate
Intrinsic
Value
(Millions
of dollars)
|
|||||
Balance at October 1
|
7,264
|
|
|
$
|
87.07
|
|
|
|
|
|
||
Granted
|
1,660
|
|
|
150.12
|
|
|
|
|
|
|||
Exercised
|
(1,740
|
)
|
|
75.70
|
|
|
|
|
|
|||
Forfeited, canceled or expired
|
(158
|
)
|
|
129.98
|
|
|
|
|
|
|||
Balance at September 30
|
7,027
|
|
|
$
|
103.83
|
|
|
6.34
|
|
$
|
533
|
|
Vested and expected to vest at September 30
|
6,743
|
|
|
$
|
102.57
|
|
|
6.26
|
|
$
|
520
|
|
Exercisable at September 30
|
4,192
|
|
|
$
|
83.58
|
|
|
4.98
|
|
$
|
403
|
|
|
Stock
Options (in
thousands)
|
|
Weighted
Average
Exercise Price
|
|
Weighted Average
Remaining
Contractual Term
(Years)
|
|
Aggregate
Intrinsic
Value
(Millions
of dollars)
|
|||||
Balance at October 1 (A)
|
1,139
|
|
|
$
|
79.47
|
|
|
|
|
|
||
Exercised
|
(632
|
)
|
|
79.27
|
|
|
|
|
|
|||
Forfeited, canceled or expired
|
(12
|
)
|
|
68.40
|
|
|
|
|
|
|||
Balance at September 30
|
495
|
|
|
$
|
79.99
|
|
|
3.41
|
|
$
|
49
|
|
Vested at September 30
|
490
|
|
|
$
|
79.78
|
|
|
3.39
|
|
$
|
49
|
|
Exercisable at September 30
|
452
|
|
|
$
|
77.72
|
|
|
3.27
|
|
$
|
46
|
|
(A)
|
Represents options granted upon the conversion of pre-acquisition equity awards of CareFusion, as previously discussed.
|
|
Stock Units (in
thousands)
|
|
Weighted
Average Grant
Date Fair Value (A)
|
|||
Balance at October 1
|
1,139
|
|
|
$
|
115.52
|
|
Granted
|
507
|
|
|
153.73
|
|
|
Distributed
|
(193
|
)
|
|
72.14
|
|
|
Forfeited or canceled
|
(340
|
)
|
|
90.08
|
|
|
Balance at September 30(B)
|
1,112
|
|
|
$
|
148.27
|
|
Expected to vest at September 30(C)
|
705
|
|
|
$
|
147.79
|
|
(A)
|
Reflects an increase in fair value which resulted from a modification of performance conditions approved during the first quarter of 2016.
|
(B)
|
Based on
200%
of target payout.
|
(C)
|
Net of expected forfeited units and units in excess of the expected performance payout of
77 thousand
and
329 thousand
shares, respectively.
|
|
Stock Units (in
thousands)
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Balance at October 1
|
3,067
|
|
|
$
|
101.88
|
|
Granted
|
945
|
|
|
145.57
|
|
|
Distributed
|
(879
|
)
|
|
87.87
|
|
|
Forfeited or canceled
|
(549
|
)
|
|
99.36
|
|
|
Balance at September 30
|
2,584
|
|
|
$
|
123.16
|
|
Expected to vest at September 30
|
2,414
|
|
|
$
|
122.11
|
|
|
Pension Plans
|
|
Other Postretirement Benefits
|
||||||||||||||||||||
(Millions of dollars)
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Service cost
|
$
|
81
|
|
|
$
|
77
|
|
|
$
|
71
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Interest cost
|
72
|
|
|
87
|
|
|
93
|
|
|
5
|
|
|
7
|
|
|
9
|
|
||||||
Expected return on plan assets
|
(109
|
)
|
|
(123
|
)
|
|
(126
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service credit
|
(15
|
)
|
|
(15
|
)
|
|
(15
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|
(4
|
)
|
||||||
Amortization of loss
|
77
|
|
|
68
|
|
|
49
|
|
|
2
|
|
|
3
|
|
|
2
|
|
||||||
Settlements
|
7
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net pension and postretirement cost
|
$
|
113
|
|
|
$
|
93
|
|
|
$
|
74
|
|
|
$
|
5
|
|
|
$
|
9
|
|
|
$
|
10
|
|
|
Pension Plans
|
|
Other Postretirement
Benefits
|
||||||||||||
(Millions of dollars)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Beginning obligation
|
$
|
2,426
|
|
|
$
|
2,366
|
|
|
$
|
186
|
|
|
$
|
201
|
|
Service cost
|
81
|
|
|
77
|
|
|
3
|
|
|
3
|
|
||||
Interest cost
|
72
|
|
|
87
|
|
|
5
|
|
|
7
|
|
||||
Plan amendments
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
||||
Benefits paid
|
(116
|
)
|
|
(138
|
)
|
|
(17
|
)
|
|
(18
|
)
|
||||
Benefit obligations assumed in acquisition
|
—
|
|
|
67
|
|
|
—
|
|
|
—
|
|
||||
Actuarial loss (gain)
|
302
|
|
|
49
|
|
|
3
|
|
|
(11
|
)
|
||||
Settlements
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other, includes translation
|
(30
|
)
|
|
(81
|
)
|
|
4
|
|
|
3
|
|
||||
Benefit obligation at September 30
|
$
|
2,719
|
|
|
$
|
2,426
|
|
|
$
|
184
|
|
|
$
|
186
|
|
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
||||||||
Beginning fair value
|
$
|
1,732
|
|
|
$
|
1,829
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
131
|
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contribution
|
145
|
|
|
65
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(116
|
)
|
|
(138
|
)
|
|
—
|
|
|
—
|
|
||||
Plan assets acquired in acquisition
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other, includes translation
|
(21
|
)
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
||||
Plan assets at September 30
|
$
|
1,855
|
|
|
$
|
1,732
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded Status at September 30:
|
|
|
|
|
|
|
|
||||||||
Unfunded benefit obligation
|
$
|
(864
|
)
|
|
$
|
(694
|
)
|
|
$
|
(184
|
)
|
|
$
|
(186
|
)
|
Amounts recognized in the Consolidated Balance
Sheets at September 30:
|
|
|
|
|
|
|
|
||||||||
Other
|
$
|
5
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Salaries, wages and related items
|
(12
|
)
|
|
(10
|
)
|
|
(15
|
)
|
|
(15
|
)
|
||||
Long-term Employee Benefit Obligations
|
(857
|
)
|
|
(691
|
)
|
|
(169
|
)
|
|
(171
|
)
|
||||
Net amount recognized
|
$
|
(864
|
)
|
|
$
|
(694
|
)
|
|
$
|
(184
|
)
|
|
$
|
(186
|
)
|
Amounts recognized in Accumulated other
comprehensive income (loss) before income taxes at September 30:
|
|
|
|
|
|
|
|
||||||||
Prior service credit
|
87
|
|
|
103
|
|
|
33
|
|
|
37
|
|
||||
Net actuarial loss
|
(1,307
|
)
|
|
(1,124
|
)
|
|
(32
|
)
|
|
(30
|
)
|
||||
Net amount recognized
|
$
|
(1,221
|
)
|
|
$
|
(1,021
|
)
|
|
$
|
1
|
|
|
$
|
7
|
|
|
Accumulated Benefit
Obligation Exceeds the
Fair Value of Plan Assets
|
|
Projected Benefit
Obligation Exceeds the
Fair Value of Plan Assets
|
||||||||||||
(Millions of dollars)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Projected benefit obligation
|
$
|
2,616
|
|
|
$
|
2,339
|
|
|
$
|
2,682
|
|
|
$
|
2,394
|
|
Accumulated benefit obligation
|
$
|
2,529
|
|
|
$
|
2,265
|
|
|
|
|
|
||||
Fair value of plan assets
|
$
|
1,757
|
|
|
$
|
1,650
|
|
|
$
|
1,813
|
|
|
$
|
1,693
|
|
|
2016
|
|
2015
|
|
2014
|
|
|||
Net Cost
|
|
|
|
|
|
|
|||
Discount rate:
|
|
|
|
|
|
|
|||
U.S. plans (A) (B)
|
4.15
|
%
|
|
4.15
|
%
|
|
4.95
|
%
|
|
Foreign plans
|
2.84
|
|
|
3.14
|
|
|
3.87
|
|
|
Expected return on plan assets:
|
|
|
|
|
|
|
|||
U.S. plans
|
7.50
|
|
|
7.50
|
|
|
7.75
|
|
|
Foreign plans
|
5.02
|
|
|
5.45
|
|
|
5.68
|
|
|
Rate of compensation increase:
|
|
|
|
|
|
|
|||
U.S. plans (A)
|
4.25
|
|
|
4.25
|
|
|
4.25
|
|
|
Foreign plans
|
2.33
|
|
|
2.49
|
|
|
2.46
|
|
|
Benefit Obligation
|
|
|
|
|
|
|
|||
Discount rate:
|
|
|
|
|
|
|
|||
U.S. plans (C)
|
3.42
|
|
|
4.15
|
|
|
4.15
|
|
|
Foreign plans
|
1.70
|
|
|
2.84
|
|
|
3.14
|
|
|
Rate of compensation increase:
|
|
|
|
|
|
|
|||
U.S. plans (A)
|
4.25
|
|
|
4.25
|
|
|
4.25
|
|
|
Foreign plans
|
2.33
|
|
|
2.33
|
|
|
2.49
|
|
|
(A)
|
The same rates were also used to determine other postretirement and postemployment benefit information.
|
(B)
|
In 2015 and 2014 the Company calculated the service and interest components utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. Effective September 30, 2015, the Company elected to utilize 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. The Company accounted for this change as a change in accounting estimate that is inseparable from a change in accounting principle and as such, the change was accounted for prospectively.
|
(C)
|
The discount rates used to determine other postretirement benefit plan information in fiscal years
2016
,
2015
and
2014
were
3.14%
,
3.95%
and
3.85%
, respectively. The discount rates used to determine postemployment benefit plan information in fiscal years
2016
,
2015
and
2014
were
3.10%
,
3.75%
and
3.75%
, respectively.
|
(Millions of dollars)
|
Pension
Plans
|
|
Other
Postretirement
Benefits
|
||||
2017
|
$
|
169
|
|
|
$
|
15
|
|
2018
|
163
|
|
|
15
|
|
||
2019
|
174
|
|
|
15
|
|
||
2020
|
172
|
|
|
14
|
|
||
2021
|
178
|
|
|
14
|
|
||
2022-2026
|
883
|
|
|
61
|
|
(Millions of dollars)
|
Total U.S.
Plan Asset
Balances at
September 30,
2016
|
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
||||||||
Fixed Income:
|
|
|
|
|
|
|
|
||||||||
Mortgage and asset-backed securities
|
$
|
169
|
|
|
$
|
—
|
|
|
$
|
169
|
|
|
$
|
—
|
|
Corporate bonds
|
197
|
|
|
68
|
|
|
129
|
|
|
—
|
|
||||
Government and agency-U.S.
|
103
|
|
|
67
|
|
|
36
|
|
|
—
|
|
||||
Government and agency-Foreign
|
90
|
|
|
52
|
|
|
37
|
|
|
—
|
|
||||
Equity securities
|
459
|
|
|
61
|
|
|
398
|
|
|
—
|
|
||||
Cash and cash equivalents
|
89
|
|
|
89
|
|
|
—
|
|
|
—
|
|
||||
Other
|
124
|
|
|
33
|
|
|
90
|
|
|
1
|
|
||||
Fair value of plan assets
|
$
|
1,231
|
|
|
$
|
371
|
|
|
$
|
859
|
|
|
$
|
1
|
|
(Millions of dollars)
|
Total U.S.
Plan Asset Balances at September 30, 2015 |
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
||||||||
Fixed Income:
|
|
|
|
|
|
|
|
||||||||
Mortgage and asset-backed securities
|
$
|
192
|
|
|
$
|
—
|
|
|
$
|
192
|
|
|
$
|
—
|
|
Corporate bonds
|
240
|
|
|
100
|
|
|
139
|
|
|
—
|
|
||||
Government and agency-U.S.
|
78
|
|
|
53
|
|
|
24
|
|
|
—
|
|
||||
Government and agency-Foreign
|
95
|
|
|
46
|
|
|
49
|
|
|
—
|
|
||||
Equity securities
|
335
|
|
|
75
|
|
|
260
|
|
|
—
|
|
||||
Cash and cash equivalents
|
96
|
|
|
96
|
|
|
—
|
|
|
—
|
|
||||
Other
|
123
|
|
|
30
|
|
|
91
|
|
|
2
|
|
||||
Fair value of plan assets
|
$
|
1,157
|
|
|
$
|
401
|
|
|
$
|
755
|
|
|
$
|
2
|
|
(Millions of dollars)
|
Total Foreign
Plan Asset Balances at September 30, 2016 |
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
||||||||
Fixed Income:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
34
|
|
|
$
|
—
|
|
Government and agency-U.S.
|
5
|
|
|
2
|
|
|
3
|
|
|
—
|
|
||||
Government and agency-Foreign
|
119
|
|
|
73
|
|
|
46
|
|
|
—
|
|
||||
Other fixed income
|
51
|
|
|
46
|
|
|
5
|
|
|
—
|
|
||||
Equity securities
|
228
|
|
|
214
|
|
|
14
|
|
|
—
|
|
||||
Cash and cash equivalents
|
13
|
|
|
13
|
|
|
—
|
|
|
—
|
|
||||
Real estate
|
17
|
|
|
—
|
|
|
17
|
|
|
—
|
|
||||
Insurance contracts
|
102
|
|
|
—
|
|
|
—
|
|
|
102
|
|
||||
Other
|
57
|
|
|
43
|
|
|
14
|
|
|
—
|
|
||||
Fair value of plan assets
|
$
|
624
|
|
|
$
|
391
|
|
|
$
|
132
|
|
|
$
|
102
|
|
(Millions of dollars)
|
Total Foreign
Plan Asset Balances at September 30, 2015 |
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Fixed Income:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
$
|
33
|
|
|
$
|
3
|
|
|
$
|
30
|
|
|
$
|
—
|
|
Government and agency-U.S.
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Government and agency-Foreign
|
101
|
|
|
65
|
|
|
36
|
|
|
—
|
|
||||
Other fixed income
|
48
|
|
|
46
|
|
|
2
|
|
|
—
|
|
||||
Equity securities
|
206
|
|
|
187
|
|
|
19
|
|
|
—
|
|
||||
Cash and cash equivalents
|
8
|
|
|
8
|
|
|
—
|
|
|
—
|
|
||||
Real estate
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
||||
Insurance contracts
|
90
|
|
|
—
|
|
|
—
|
|
|
90
|
|
||||
Other
|
74
|
|
|
53
|
|
|
21
|
|
|
—
|
|
||||
Fair value of plan assets
|
$
|
575
|
|
|
$
|
364
|
|
|
$
|
121
|
|
|
$
|
90
|
|
(Millions of dollars)
|
Insurance
Contracts
|
||
Balance at September 30, 2014
|
$
|
78
|
|
Actual return on plan assets:
|
|
||
Relating to assets held at September 30, 2014
|
4
|
|
|
Purchases, sales and settlements, net
|
16
|
|
|
Transfers in from other categories
|
1
|
|
|
Exchange rate changes
|
(9
|
)
|
|
Balance at September 30, 2015
|
$
|
90
|
|
Actual return on plan assets:
|
|
||
Relating to assets held at September 30, 2015
|
8
|
|
|
Purchases, sales and settlements, net
|
2
|
|
|
Exchange rate changes
|
1
|
|
|
Balance at September 30, 2016
|
$
|
102
|
|
(Millions of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost
|
$
|
23
|
|
|
$
|
18
|
|
|
$
|
20
|
|
Interest cost
|
4
|
|
|
6
|
|
|
7
|
|
|||
Amortization of prior service credit
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||
Amortization of loss
|
13
|
|
|
18
|
|
|
21
|
|
|||
Net postemployment benefit cost
|
$
|
40
|
|
|
$
|
42
|
|
|
$
|
47
|
|
|
Postemployment benefits
|
||||||
(Millions of dollars)
|
2016
|
|
2015
|
||||
Change in benefit obligation:
|
|
|
|
||||
Beginning obligation
|
$
|
163
|
|
|
$
|
184
|
|
Service cost
|
23
|
|
|
18
|
|
||
Interest cost
|
4
|
|
|
6
|
|
||
Benefits paid
|
(21
|
)
|
|
(25
|
)
|
||
Actuarial (gain) loss
|
—
|
|
|
(22
|
)
|
||
Benefit obligation at September 30
|
$
|
168
|
|
|
$
|
163
|
|
(Millions of dollars)
|
|
||
Cash and equivalents
|
$
|
1,903
|
|
Trade receivables, net
|
526
|
|
|
Inventories
|
818
|
|
|
Net investment in sales-type leases
|
1,206
|
|
|
Property, plant and equipment
|
497
|
|
|
Customer relationships
|
3,360
|
|
|
Developed technology
|
2,510
|
|
|
Trademarks
|
380
|
|
|
Other intangible assets
|
185
|
|
|
Other assets
|
278
|
|
|
Total identifiable assets acquired
|
11,663
|
|
|
|
|
||
Long-term debt
|
(2,181
|
)
|
|
Deferred tax liabilities
|
(1,888
|
)
|
|
Other liabilities
|
(1,306
|
)
|
|
Total liabilities assumed
|
(5,374
|
)
|
|
|
|
||
Net identifiable assets acquired
|
6,289
|
|
|
|
|
||
Goodwill
|
6,249
|
|
|
|
|
||
Net assets acquired
|
$
|
12,538
|
|
(Millions of dollars, except per share data)
|
|
|
|
|
|
||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Revenues
|
$
|
12,497
|
|
|
$
|
12,368
|
|
|
$
|
12,288
|
|
|
|
|
|
|
|
||||||
Net Income
|
$
|
1,453
|
|
|
$
|
1,276
|
|
|
$
|
1,191
|
|
|
|
|
|
|
|
||||||
Diluted Earnings per Share
|
$
|
6.68
|
|
|
$
|
5.92
|
|
|
$
|
5.55
|
|
•
|
Additional amortization expense related to the fair value of intangible assets acquired;
|
•
|
Additional depreciation expense related to the fair value of property, plant and equipment acquired;
|
•
|
Additional interest expense and financing costs associated with the Company’s financing arrangements relating to this acquisition, as well as the adjustment to interest expense relating to the fair value of long-term debt assumed;
|
•
|
Elimination of one-time financing fees, transaction, integration and restructuring costs incurred relative to this acquisition;
|
•
|
Exclusion of the income statement effects of the fair value adjustments to inventory and deferred revenue obligations acquired as such adjustments are not recurring in nature.
|
|
|
|
|
|
|
|
|
|
||||||||
(Millions of dollars)
|
|
Employee Termination (A)
|
|
Share-Based Compensation (B)
|
|
Other (C)
|
|
Total
|
||||||||
Balance at September 30, 2014
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Assumed liability
|
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
||||
Charged to expense
|
|
126
|
|
|
44
|
|
|
102
|
|
|
271
|
|
||||
Cash payments
|
|
(74
|
)
|
|
—
|
|
|
(20
|
)
|
|
(94
|
)
|
||||
Non-cash settlements
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
(44
|
)
|
||||
Other adjustments
|
|
(9
|
)
|
|
—
|
|
|
(81
|
)
|
|
(91
|
)
|
||||
Balance at September 30, 2015
|
|
$
|
62
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62
|
|
Charged to expense
|
|
81
|
|
|
39
|
|
|
406
|
|
|
526
|
|
||||
Cash payments
|
|
(76
|
)
|
|
—
|
|
|
(72
|
)
|
|
(148
|
)
|
||||
Non-cash settlements
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
||||
Other adjustments
|
|
—
|
|
|
—
|
|
|
(332
|
)
|
|
(332
|
)
|
||||
Balance at September 30, 2016
|
|
$
|
67
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
69
|
|
(A)
|
Expenses in fiscal year 2016 included
$40 million
relating to the CareFusion acquisition as well as
$13 million
for employee termination costs resulting from the Company's transition of certain elements of its information technology function to an outsourced model as further disclosed in Note 1. Expenses in fiscal year 2015 were primarily related to the CareFusion acquisition.
|
(B)
|
Additional disclosures are provided in
Note 7
.
|
(C)
|
The expenses in fiscal year 2016 primarily reflected a
$214 million
non-cash charge recorded to impair capitalized internal-use software assets held for sale as a result of the information technology function transformation efforts discussed above. Expenses in 2016 also included non-cash impairment charges of
$81 million
, after-tax, relating to the Company's disposition of certain non-core businesses, including the Company's sale of a majority interest in its Respiratory Solutions business during the first quarter of fiscal year 2017, which is further discussed in Note 10. Expenses recorded in 2015 included non-cash asset impairment charges resulting from the information technology function transformation discussed above.
|
|
2016
|
|
2015
|
||||||||||||
(Millions of dollars)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortized intangible assets
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
3,360
|
|
|
$
|
339
|
|
|
$
|
3,370
|
|
|
$
|
120
|
|
Developed technology
|
3,409
|
|
|
754
|
|
|
3,487
|
|
|
510
|
|
||||
Product rights
|
125
|
|
|
43
|
|
|
128
|
|
|
35
|
|
||||
Trademarks
|
405
|
|
|
45
|
|
|
405
|
|
|
26
|
|
||||
Patents and other
|
349
|
|
|
254
|
|
|
333
|
|
|
212
|
|
||||
Amortized intangible assets
|
$
|
7,648
|
|
|
$
|
1,435
|
|
|
$
|
7,723
|
|
|
$
|
903
|
|
|
|
|
|
|
|
|
|
||||||||
Unamortized intangible assets
|
|
|
|
|
|
|
|
||||||||
Acquired in-process research and development
|
$
|
66
|
|
|
|
|
$
|
203
|
|
|
|
||||
Trademarks
|
2
|
|
|
|
|
2
|
|
|
|
||||||
Unamortized intangible assets
|
$
|
68
|
|
|
|
|
$
|
205
|
|
|
|
(Millions of dollars)
|
Medical
|
|
Life Sciences
|
|
Total
|
||||||
Goodwill as of September 30, 2014
|
$
|
482
|
|
|
$
|
608
|
|
|
$
|
1,090
|
|
Acquisitions
|
6,585
|
|
(A)
|
130
|
|
(B)
|
6,716
|
|
|||
Purchase accounting adjustments/currency translation
|
(261
|
)
|
(C)
|
(8
|
)
|
|
(269
|
)
|
|||
Goodwill as of September 30, 2015
|
$
|
6,807
|
|
|
$
|
730
|
|
|
$
|
7,537
|
|
Divestiture
|
(32
|
)
|
|
—
|
|
|
(32
|
)
|
|||
Purchase accounting adjustments/currency translation
|
(87
|
)
|
(C)
|
1
|
|
|
(86
|
)
|
|||
Goodwill as of September 30, 2016
|
$
|
6,688
|
|
|
$
|
731
|
|
|
$
|
7,419
|
|
(A)
|
Primarily represents goodwill recognized upon the Company’s acquisition of CareFusion in the second quarter of fiscal year 2015. Also includes
$22 million
of goodwill associated with acquisitions that were immaterial on an individual and aggregate basis. Additional disclosures regarding the Company's acquisitions are provided in
Note 9
.
|
(B)
|
Represents goodwill recognized upon the Company’s acquisitions of GenCell and Cellular Research.
|
(C)
|
Primarily represents acquisition accounting adjustments relating to the CareFusion acquisition. Adjustments in 2016 and 2015 of
$94 million
and
$219 million
, respectively, primarily resulted from adjustment to the deferred tax liability accounts.
|
(Millions of dollars)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Gains on fair value hedges
|
|
$
|
4
|
|
|
$
|
19
|
|
|
$
|
3
|
|
(Millions of dollars)
|
September 30,
2016 |
|
September 30,
2015 |
||||
Asset derivatives-designated for hedge accounting
|
|
|
|
||||
Interest rate swaps
|
$
|
23
|
|
|
$
|
19
|
|
Asset derivatives-undesignated for hedge accounting
|
|
|
|
||||
Forward exchange contracts
|
3
|
|
|
13
|
|
||
Total asset derivatives (A)
|
$
|
25
|
|
|
$
|
32
|
|
|
|
|
|
||||
Liability derivatives-designated for hedge accounting
|
|
|
|
||||
Commodity forward contracts
|
$
|
—
|
|
|
$
|
10
|
|
Interest rate swaps
|
18
|
|
|
—
|
|
||
Liability derivatives-undesignated for hedge accounting
|
|
|
|
||||
Forward exchange contracts
|
13
|
|
|
21
|
|
||
Total liability derivatives (B)
|
$
|
31
|
|
|
$
|
30
|
|
(A)
|
All asset derivatives are included in
Prepaid expenses and other
.
|
(B)
|
All liability derivatives are included in
Accrued expenses
.
|
(Millions of dollars)
|
|
2016
|
|
2015
|
|
2014
|
||||||
After-tax losses relating to cash flow hedges recognized in other comprehensive income (loss)
|
|
$
|
11
|
|
|
$
|
16
|
|
|
$
|
—
|
|
Derivatives Not
Designated as
For Hedge Accounting
|
|
Location of (Loss) Gain
Recognized in Income on
Derivatives
|
|
Amount of (Loss) Gain
Recognized in Income on
Derivative
(Millions of dollars)
|
||||||||||
2016
|
|
2015
|
|
2014
|
||||||||||
Forward exchange contracts (A)
|
|
Other income (expense), net
|
|
$
|
(3
|
)
|
|
$
|
(49
|
)
|
|
$
|
(3
|
)
|
(A)
|
The gains and losses on forward contracts and currency options utilized to hedge the intercompany transactional foreign exchange exposures are largely offset by gains and losses on the underlying hedged items in
Other income (expense), net
.
|
|
|
|
|
Basis of Fair Value Measurement
|
||||||||||||
(Millions of dollars)
|
|
September 30,
2016
Total
|
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Institutional money market investments
|
|
$
|
224
|
|
|
$
|
224
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps
|
|
23
|
|
|
—
|
|
|
23
|
|
|
—
|
|
||||
Forward exchange contracts
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Total Assets
|
|
$
|
249
|
|
|
$
|
224
|
|
|
$
|
25
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Forward exchange contracts
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
—
|
|
Commodity forward contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swaps
|
|
18
|
|
|
—
|
|
|
18
|
|
|
—
|
|
||||
Contingent consideration liabilities
|
|
54
|
|
|
—
|
|
|
—
|
|
|
54
|
|
||||
Total Liabilities
|
|
$
|
86
|
|
|
$
|
—
|
|
|
$
|
31
|
|
|
$
|
54
|
|
|
|
|
|
Basis of Fair Value Measurement
|
||||||||||||
(Millions of dollars)
|
|
September 30,
2015
Total
|
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Institutional money market investments
|
|
$
|
147
|
|
|
$
|
147
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps
|
|
19
|
|
|
—
|
|
|
19
|
|
|
—
|
|
||||
Forward exchange contracts
|
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
||||
Total Assets
|
|
$
|
179
|
|
|
$
|
147
|
|
|
$
|
32
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Forward exchange contracts
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
—
|
|
Commodity forward contracts
|
|
10
|
|
|
—
|
|
|
10
|
|
|
—
|
|
||||
Contingent consideration liabilities
|
|
77
|
|
|
—
|
|
|
—
|
|
|
77
|
|
||||
Total Liabilities
|
|
$
|
108
|
|
|
$
|
—
|
|
|
$
|
30
|
|
|
$
|
77
|
|
(Millions of dollars)
|
2016
|
|
2015
|
||||
Domestic loans payable
|
$
|
200
|
|
|
$
|
700
|
|
Current portion of long-term debt
|
|
|
|
||||
1.750% Notes due November 8, 2016
|
500
|
|
|
—
|
|
||
1.450% Notes due May 15, 2017
|
300
|
|
|
—
|
|
||
Floating rate notes due June 15, 2016
|
—
|
|
|
750
|
|
||
Other
|
1
|
|
|
2
|
|
||
Total short-term debt
|
$
|
1,001
|
|
|
$
|
1,452
|
|
(Millions of dollars)
|
|
2016
|
|
2015
|
||||
1.750% Notes due November 8, 2016
|
|
$
|
—
|
|
|
$
|
499
|
|
1.450% Notes due May 15, 2017
|
(A)
|
—
|
|
|
300
|
|
||
1.800% Notes due December 15, 2017
|
(B)
|
1,248
|
|
|
1,246
|
|
||
4.900% Notes due April 15, 2018
|
|
201
|
|
|
202
|
|
||
5.000% Notes due May 15, 2019
|
|
498
|
|
|
497
|
|
||
6.375% Notes due August 1, 2019
|
(A)
|
776
|
|
|
802
|
|
||
2.675% Notes due December 15, 2019
|
(B)
|
1,245
|
|
|
1,244
|
|
||
3.250% Notes due November 12, 2020
|
|
698
|
|
|
697
|
|
||
3.125% Notes due November 8, 2021
|
|
1,018
|
|
|
1,013
|
|
||
3.300% Notes due March 1, 2023
|
(A)
|
304
|
|
|
305
|
|
||
3.875% Notes due May 15, 2024
|
(A)
|
417
|
|
|
419
|
|
||
3.734% Notes due December 15, 2024
|
(B)
|
1,740
|
|
|
1,739
|
|
||
7.000% Debentures due August 1, 2027
|
|
168
|
|
|
168
|
|
||
6.700% Debentures due August 1, 2028
|
|
167
|
|
|
167
|
|
||
6.000% Notes due May 15, 2039
|
|
246
|
|
|
246
|
|
||
5.000% Notes due November 12, 2040
|
|
297
|
|
|
296
|
|
||
4.875% Notes due May 15, 2044
|
(A)
|
333
|
|
|
334
|
|
||
4.685% Notes due December 15, 2044
|
(B)
|
1,190
|
|
|
1,190
|
|
||
Other long-term debt
|
|
4
|
|
|
5
|
|
||
Total Long-Term Debt
|
|
$
|
10,550
|
|
|
$
|
11,370
|
|
(A)
|
Represents senior unsecured notes issued in the April 2015 exchange of all validly tendered and accepted CareFusion notes for notes issued by the Company, as further discussed above.
|
(B)
|
Represents senior unsecured notes issued in December 2014 in connection with the CareFusion acquisition.
|
(Millions of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Charged to operations
|
$
|
388
|
|
|
$
|
371
|
|
|
$
|
135
|
|
Capitalized
|
30
|
|
|
30
|
|
|
32
|
|
|||
Total interest costs
|
$
|
418
|
|
|
$
|
401
|
|
|
$
|
167
|
|
Interest paid, net of amounts capitalized
|
$
|
392
|
|
|
$
|
313
|
|
|
$
|
135
|
|
(Millions of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
312
|
|
|
$
|
50
|
|
|
$
|
225
|
|
State and local, including Puerto Rico
|
17
|
|
|
15
|
|
|
(11
|
)
|
|||
Foreign
|
286
|
|
|
252
|
|
|
217
|
|
|||
|
$
|
616
|
|
|
$
|
318
|
|
|
$
|
431
|
|
Deferred:
|
|
|
|
|
|
||||||
Domestic
|
$
|
(441
|
)
|
|
$
|
(238
|
)
|
|
$
|
(59
|
)
|
Foreign
|
(78
|
)
|
|
(37
|
)
|
|
(35
|
)
|
|||
|
(519
|
)
|
|
(274
|
)
|
|
(94
|
)
|
|||
Income tax provision
|
$
|
97
|
|
|
$
|
44
|
|
|
$
|
337
|
|
(Millions of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic, including Puerto Rico
|
$
|
(232
|
)
|
|
$
|
(408
|
)
|
|
$
|
532
|
|
Foreign
|
1,306
|
|
|
1,147
|
|
|
990
|
|
|||
Income Before Income Taxes
|
$
|
1,074
|
|
|
$
|
739
|
|
|
$
|
1,522
|
|
(Millions of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at October 1
|
$
|
575
|
|
|
$
|
197
|
|
|
$
|
146
|
|
Increase due to acquisitions
|
—
|
|
|
314
|
|
|
—
|
|
|||
Increase due to current year tax positions
|
73
|
|
|
58
|
|
|
51
|
|
|||
Increase due to prior year tax positions
|
28
|
|
|
17
|
|
|
9
|
|
|||
Decreases due to prior year tax positions
|
(28
|
)
|
|
—
|
|
|
—
|
|
|||
Decrease due to settlements and lapse of statute of limitations
|
(191
|
)
|
|
(11
|
)
|
|
(9
|
)
|
|||
Balance at September 30
|
$
|
457
|
|
|
$
|
575
|
|
|
$
|
197
|
|
|
2016
|
|
2015
|
||||||||||||
(Millions of dollars)
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Compensation and benefits
|
$
|
720
|
|
|
$
|
—
|
|
|
$
|
647
|
|
|
$
|
—
|
|
Property and equipment
|
—
|
|
|
235
|
|
|
—
|
|
|
156
|
|
||||
Intangibles
|
—
|
|
|
1,493
|
|
|
—
|
|
|
2,033
|
|
||||
Loss and credit carryforwards
|
1,101
|
|
|
—
|
|
|
538
|
|
|
—
|
|
||||
Other
|
720
|
|
|
607
|
|
|
634
|
|
|
606
|
|
||||
|
2,541
|
|
|
2,336
|
|
|
1,819
|
|
|
2,795
|
|
||||
Valuation allowance
|
(997
|
)
|
|
—
|
|
|
(452
|
)
|
|
—
|
|
||||
Net (A)
|
$
|
1,544
|
|
|
$
|
2,336
|
|
|
$
|
1,367
|
|
|
$
|
2,795
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Federal statutory tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal tax benefit
|
1.5
|
|
|
(3.6
|
)
|
|
(0.5
|
)
|
Effect of foreign and Puerto Rico earnings and foreign tax credits
|
(23.7
|
)
|
|
(24.5
|
)
|
|
(11.2
|
)
|
Effect of Research Credits and Domestic Production Activities
|
(4.4
|
)
|
|
(1.6
|
)
|
|
(1.1
|
)
|
Other, net
|
0.7
|
|
|
0.6
|
|
|
(0.1
|
)
|
Effective income tax rate
|
9.1
|
%
|
|
5.9
|
%
|
|
22.1
|
%
|
(Millions of dollars)
|
2016
|
|
2015
|
||||
Future minimum lease payments receivable
|
$
|
1,239
|
|
|
$
|
1,311
|
|
Unguaranteed residual values
|
32
|
|
|
29
|
|
||
Unearned income
|
(132
|
)
|
|
(142
|
)
|
||
Allowance for uncollectible minimum lease payments receivable
|
(5
|
)
|
|
(5
|
)
|
||
Net Investment in Sales-Type Leases
|
1,135
|
|
|
1,193
|
|
||
Less: Current portion of net investment in sales-type leases
|
339
|
|
|
75
|
|
||
Net Investment in Sales-Type Leases, Less Current Portion
|
$
|
796
|
|
|
$
|
1,118
|
|
(Millions of dollars)
|
Allowance for
Doubtful
Accounts
|
|
Allowance for
Cash
Discounts
|
|
Total
|
||||||
Balance at September 30, 2013
|
$
|
41
|
|
|
$
|
9
|
|
|
$
|
50
|
|
Additions charged to costs and expenses
|
6
|
|
|
41
|
|
|
46
|
|
|||
Deductions and other
|
(16
|
)
|
(A)
|
(38
|
)
|
|
(54
|
)
|
|||
Balance at September 30, 2014
|
$
|
30
|
|
|
$
|
12
|
|
|
$
|
42
|
|
Additions charged to costs and expenses
|
33
|
|
|
47
|
|
|
80
|
|
|||
Deductions and other
|
(11
|
)
|
(A)
|
(50
|
)
|
|
(61
|
)
|
|||
Balance at September 30, 2015
|
$
|
53
|
|
|
$
|
9
|
|
|
$
|
62
|
|
Additions charged to costs and expenses
|
23
|
|
|
37
|
|
|
60
|
|
|||
Deductions and other
|
(14
|
)
|
(A)
|
(40
|
)
|
|
(55
|
)
|
|||
Balance at September 30, 2016
|
$
|
61
|
|
|
$
|
6
|
|
|
$
|
67
|
|
(A)
|
Accounts written off.
|
(Millions of dollars)
|
2016
|
|
2015
|
||||
Materials
|
$
|
316
|
|
|
$
|
384
|
|
Work in process
|
274
|
|
|
280
|
|
||
Finished products
|
1,129
|
|
|
1,295
|
|
||
|
$
|
1,719
|
|
|
$
|
1,959
|
|
(Millions of dollars)
|
2016
|
|
2015
|
||||
Land
|
$
|
151
|
|
|
$
|
146
|
|
Buildings
|
2,397
|
|
|
2,414
|
|
||
Machinery, equipment and fixtures
|
5,749
|
|
|
5,602
|
|
||
Leasehold improvements
|
121
|
|
|
114
|
|
||
|
8,419
|
|
|
8,277
|
|
||
Less accumulated depreciation and amortization
|
4,518
|
|
|
4,217
|
|
||
|
$
|
3,901
|
|
|
$
|
4,060
|
|
Millions of dollars, except per share amounts
|
|
2016
|
||||||||||||||||||
|
|
1
st
|
|
2
nd
|
|
3
rd
|
|
4
th
|
|
Year
|
||||||||||
Revenues
|
|
$
|
2,986
|
|
|
$
|
3,067
|
|
|
$
|
3,198
|
|
|
$
|
3,231
|
|
|
$
|
12,483
|
|
Gross Profit
|
|
1,408
|
|
|
1,484
|
|
|
1,547
|
|
|
1,552
|
|
|
5,991
|
|
|||||
Net Income
|
|
229
|
|
|
338
|
|
|
390
|
|
|
19
|
|
|
976
|
|
|||||
Earnings per Share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
1.08
|
|
|
1.59
|
|
|
1.83
|
|
|
0.09
|
|
|
4.59
|
|
|||||
Diluted
|
|
1.06
|
|
|
1.56
|
|
|
1.80
|
|
|
0.09
|
|
|
4.49
|
|
|
|
2015
|
||||||||||||||||||
|
|
1
st
|
|
2
nd
|
|
3
rd
|
|
4
th
|
|
Year
|
||||||||||
Revenues
|
|
$
|
2,051
|
|
|
$
|
2,051
|
|
|
$
|
3,120
|
|
|
$
|
3,059
|
|
|
$
|
10,282
|
|
Gross Profit
|
|
1,045
|
|
|
1,046
|
|
|
1,174
|
|
|
1,430
|
|
|
4,695
|
|
|||||
Net Income
|
|
236
|
|
|
216
|
|
|
62
|
|
|
181
|
|
|
695
|
|
|||||
Earnings per Share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
1.22
|
|
|
1.10
|
|
|
0.30
|
|
|
0.86
|
|
|
3.43
|
|
|||||
Diluted
|
|
1.20
|
|
|
1.08
|
|
|
0.29
|
|
|
0.84
|
|
|
3.35
|
|
(a)(1)
|
Financial Statements
|
•
|
Reports of Independent Registered Public Accounting Firm
|
•
|
Consolidated Statements of Income — Years ended September 30,
2016
,
2015
and
2014
|
•
|
Consolidated Statements of Comprehensive Income — Years ended September 30,
2016
,
2015
and
2014
|
•
|
Consolidated Balance Sheets — September 30,
2016
and
2015
|
•
|
Consolidated Statements of Cash Flows — Years ended September 30,
2016
,
2015
and
2014
|
•
|
Notes to Consolidated Financial Statements
|
(2)
|
Financial Statement Schedules
|
(3)
|
Exhibits
|
|
|
|
|
|
By:
|
|
/s/ G
ARY
D
E
F
AZIO
|
|
|
|
Gary DeFazio
|
|
|
|
Senior Vice President and Corporate Secretary
|
|
|
|
Name
|
|
Capacity
|
|
|
|
|
|
|
James F. Orr*
|
|
Director
|
|
|
|
|
|
|
Willard J. Overlock, Jr.*
|
|
Director
|
|
|
|
|
|
|
Claire Pomeroy*
|
|
Director
|
|
|
|
|
|
|
Rebecca W. Rimel*
|
|
Director
|
|
|
|
|
|
|
Bertram L. Scott*
|
|
Director
|
|
|
|
|
|
|
|
|
*By:
|
|
/s/ G
ARY
D
E
F
AZIO
|
|
|
|
Gary DeFazio
|
|
|
|
Attorney-in-fact
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Method of Filing
|
2.1
|
|
Agreement and Plan of Merger, dated as of October 5, 2014, among CareFusion Corporation, Becton, Dickinson and Company and Griffin Sub, Inc.
|
|
Incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K dated October 6, 2014.
|
3(a)(i)
|
|
Restated Certificate of Incorporation, dated as of January 29, 2013.
|
|
Incorporated by reference to Exhibit 3(a) to the registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2013.
|
3(b)
|
|
By-Laws, as amended and restated as of September 27, 2016.
|
|
Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K dated September 28, 2016.
|
4(a)
|
|
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
|
4(b)
|
|
Indenture, dated July 21, 2009, between CareFusion Corporation and Deutsche Bank Trust Company Americas, as trustee.
|
|
Incorporated by reference to Exhibit 4.2 to Cardinal Health, Inc.’s Current Report on Form 8-K filed on July 22, 2009.
|
4(c)
|
|
Supplemental Indenture, dated July 21, 2009, between CareFusion Corporation and Deutsche Bank Trust Company Americas, as trustee.
|
|
Incorporated by reference to Exhibit 4.3 to Cardinal Health, Inc.’s Current Report on Form 8-K filed on July 22, 2009.
|
4(d)
|
|
Second Supplemental Indenture, dated March 11, 2013, between CareFusion Corporation and Deutsche Bank Trust Company Americas, as trustee.
|
|
Incorporated by reference to Exhibit 4.1 of the CareFusion Corporation Current Report on Form 8-K filed on March 11, 2013.
|
4(e)
|
|
Third Supplemental Indenture, dated May 22, 2014, between CareFusion Corporation and Deutsche Bank Trust Company Americas, as trustee.
|
|
Incorporated by reference to Exhibit 4.2 of the CareFusion Corporation Current Report on Form 8-K filed on May 22, 2014.
|
4(f)
|
|
Fourth Supplemental Indenture, dated as of April 24, 2015, between CareFusion Corporation and Deutsche Bank Trust Company Americas, as Trustee.
|
|
Incorporated by reference to Exhibit 4.1 of CareFusion’s Current Report on Form 8-K filed on April 29, 2015.
|
4(g)
|
|
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.
|
4(h)
|
|
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.
|
4(i)
|
|
Form of 4.90% Notes due April 15, 2018.
|
|
Incorporated by reference to Exhibit 4(i) of the registrant's Annual Report on form 10-K for the fiscal year ended September 30, 2016.
|
4(j)
|
|
Form of 5.00% Notes due May 15, 2019.
|
|
Incorporated by reference to Exhibit 4.1 of the registrant’s Current Report on Form 8-K filed on May 13, 2009.
|
4(k)
|
|
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.
|
4(l)
|
|
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.
|
4(m)
|
|
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.
|
4(n)
|
|
Form of 1.750% Notes due November 8, 2016.
|
|
Incorporated by reference to Exhibit 4.1 of the registrant’s Current Report on Form 8-K filed on November 8, 2011.
|
4(o)
|
|
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.
|
4(p)
|
|
Form of 1.450% Senior Notes due May 15, 2017.
|
|
Incorporated by reference to Exhibit 4.2 of the registrant’s Current Report on Form 8-K filed on April 29, 2015.
|
4(q)
|
|
Form of 6.375% Senior Notes due August 1, 2019.
|
|
Incorporated by reference to Exhibit 4.3 of the registrant’s Current Report on Form 8-K filed on April 29, 2015.
|
4(r)
|
|
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.
|
4(s)
|
|
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.
|
4(t)
|
|
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.
|
10(a)(i)
|
|
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.
|
10(a)(ii)
|
|
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.
|
10(b)
|
|
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.
|
10(c)
|
|
Performance Incentive Plan, as amended and restated September 23, 2008.*
|
|
Incorporated by reference to Exhibit 10(c) to the registrant’s Current Report on Form 8-K dated September 26, 2008.
|
10(d)
|
|
Deferred Compensation and Retirement Benefit Restoration Plan, as amended and restated as of September 27, 2016.*
|
|
Filed with this report.
|
10(e)
|
|
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 dated December 2, 2014.
|
10(f)
|
|
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 dated March 27, 2012.
|
10(g)(i)
|
|
2004 Employee and Director Equity-Based Compensation Plan, as amended and restated as of January 26, 2016.*
|
|
Incorporated by reference to Exhibit 10 to the registrant’s Current Report on Form 8-K dated January 29, 2016.
|
10(g)(ii)
|
|
Terms of Awards under 2004 Employee and Director Equity-Based Compensation Plan and Stock Award Plan.*
|
|
Filed with this report.
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Method of Filing
|
10(h)
|
|
Retiree medical agreement between Becton, Dickinson and Company and Jeffrey S. Sherman.*
|
|
Incorporated by reference to Exhibit 10(n) to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012.
|
10(i)
|
|
Five-Year Credit Agreement, dated January 29, 2016 among the registrant and the banks named therein.
|
|
Incorporated by reference to Exhibit 10 to the registrant’s Current Report on Form 8-K dated February 4, 2016.
|
10(j)
|
|
364-Day Term Loan Agreement, dated December 19, 2014, by and among Becton, Dickinson and Company, as borrower, Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto.
|
|
Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed December 14, 2014.
|
10(k)
|
|
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.
|
10(l)
|
|
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.
|
21
|
|
Subsidiaries of the registrant.
|
|
Filed with this report
|
23
|
|
Consent of independent registered public accounting firm.
|
|
Filed with this report
|
24
|
|
Power of Attorney.
|
|
Filed with this report
|
31
|
|
Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to SEC Rule 13(a)-14(a).
|
|
Filed with this report
|
32
|
|
Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to Section 1350 of Chapter 63 of Title 18 of the U.S. Code.
|
|
Filed with this report
|
101
|
|
The following materials from this report, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
|
|
Filed with this report
|
*
|
Denotes a management contract or compensatory plan or arrangement.
|
Section 1.2
|
“Account” or “Accounts” means the bookkeeping account or accounts established under the Plan, if any, on behalf of a Participant and includes earnings credited thereon or losses charged thereto.
|
Section 1.3
|
“Agreement” means an agreement entered into between an Eligible Employee and the Company, as agreed to by the Compensation and Benefits Committee of the Board of Directors of the Company (or any committee successor thereto), to participate in the provisions of this Plan related to Restoration Plan benefits and delineating certain terms and conditions with respect to such participation including (but not limited to) the benefits (if any) that are to be provided to the Eligible Employee in lieu of or in addition to the benefits described under the terms of this Plan.
|
Section 1.4
|
“Annual Open Enrollment Period” means the annual period designated by the Committee, which ends not later than the December 31 of a Plan Year, during which a Participant may make or change deferral and/or distribution elections under this Plan.
|
Section 1.5
|
“Base Salary” means the base salary or wages otherwise taken into account under the 401(k) Plan, determined in accordance with the provisions of such plan, but without regard to the limitation on compensation otherwise required under Code Section 401(a)(17), and without regard to any deferrals of the foregoing of compensation under this or any other plan of deferred compensation maintained by the Company.
|
Section 1.6
|
“Beneficiary” or “Beneficiaries” means the beneficiary or beneficiaries who, pursuant to the provisions of this Plan, is or are to receive the amount, if any, payable under this Plan upon the death of a Participant.
|
Section 1.7
|
“Board of Directors” means the Board of Directors of the Company.
|
Section 1.8
|
“Bonus” means the annual bonus payable under the Company’s Performance Incentive Plan, or any successor thereto.
|
Section 1.9
|
“Change in Control” of the Company means any of the following events:
|
Section 1.10
|
“Code” means the Internal Revenue Code of 1986, as amended, or any successor statute.
|
Section 1.11
|
“Committee” means the Plan Administrative Committee, which is responsible for administering the Plan. The Committee shall consist of three or more employees of the Company as determined by, and appointed by, the Board of Directors. The Committee may delegate pursuant to a written authorization (including, by way of illustration, through a contract, memorandum, or other written delegation document) any or all of its responsibilities involving ongoing day-to-day administration or ministerial acts, as set forth in this Plan to one or more individuals or service-providers. In any case where this Plan refers to the Committee, such reference is deemed to be a reference to any delegate of the Committee appointed for such purpose.
|
Section 1.12
|
“Common Stock” means the common stock ($1.00 par value) of the Company, including any shares into which it may be split, subdivided or combined.
|
Section 1.13
|
“Company” means Becton, Dickinson and Company and any successor to such corporation by merger, purchase or otherwise.
|
Section 1.14
|
“Company Discretionary Credits” means the amounts credited to a Participant’s Company Discretionary Credit Account, if any, pursuant to Section 3.5.
|
Section 1.15
|
“Company Discretionary Credit Account” means the bookkeeping account established under Section 3.5, if any, on behalf of a Participant and includes any earnings credited thereon or losses charged thereto pursuant to Article IV.
|
Section 1.16
|
“Company Matching Credits” means the a/mounts credited to a Participant’s Company Matching Credit Account, if any, pursuant to Section 3.4.
|
Section 1.17
|
“Company Matching Credit Account” means the bookkeeping account established under Section 3.4, if any, on behalf of a Participant and includes any earnings credited thereon or losses charged thereto pursuant to Article IV.
|
Section 1.18
|
“Deferral Election” means the Participant’s election to participate in this Plan and defer amounts eligible for deferral in accordance with the Plan terms. Except as the context otherwise requires, references herein to Deferral Elections include any subsequent modifications of a prior Deferral Election.
|
Section 1.19
|
“Deferred Bonus” means the amount of a Participant’s Bonus that such Participant has elected to defer until a later year pursuant to an election under Section 3.2.
|
Section 1.20
|
“Deferred Bonus Account” means the bookkeeping account established under Section 3.2 on behalf of a Participant, and includes any earnings credited thereon or losses charged thereto pursuant to Article IV.
|
Section 1.21
|
“Deferred Bonus Election” means the election by a Participant under Section 3.2 to defer a portion of the Participant’s Bonus until a later year.
|
Section 1.22
|
“Deferred Equity-Based Compensation” means the amount of a Participant’s Equity-Based Compensation that such Participant has elected to defer until a later year pursuant to an election under Section 3.3.
|
Section 1.23
|
“Deferred Equity-Based Compensation Account” means the bookkeeping account established under Section 3.3 on behalf of a Participant, and includes any earnings credited thereon or losses charged thereto pursuant to Section 5.3(b).
|
Section 1.24
|
“Deferred Equity-Based Compensation Election” means the election by a Participant under Section 3.3 to defer a portion of the Participant’s Equity-Based Compensation.
|
Section 1.25
|
“Deferred Restoration Distribution” means the amount of a Participant’s distributable Restoration Plan Benefit that such Participant has elected to defer under this Plan pursuant to an election under Section 3.6.
|
Section 1.26
|
“Deferred Restoration Distribution Account” means the bookkeeping account established under Section 3.6 on behalf of a Participant, and includes any earnings credited thereon or losses charged thereto pursuant to Article IV.
|
Section 1.27
|
“Deferred Restoration Distribution Election” means the election by a Participant under Section 3.6 to defer all or a portion of the Participant’s distributable Restoration Plan Benefit.
|
Section 1.28
|
“Deferred Salary” means the amount of a Participant’s Base Salary that such Participant has elected to defer until a later year pursuant to an election under Section 3.1.
|
Section 1.29
|
“Deferred Salary Account” means the bookkeeping account established under Section 3.1 on behalf of a Participant, and includes any earnings credited thereon or losses charged thereto pursuant to Article V.
|
Section 1.30
|
“Deferred Salary Election” means the election by a Participant under Section 3.1 to defer until a later year a portion of his or her Base Salary.
|
Section 1.31
|
“Deferred Stock Account” means the bookkeeping account established under Section 5.3(b) on behalf of a Participant and includes, in addition to amounts stated in that Section, any Dividend Reinvestment Return credited thereon.
|
Section 1.32
|
“Deferred Stock Election” means the election by a Participant under Section 5.3(b) to have applicable deferred amounts credited in the form of Common Stock to the Participant’s Deferred Stock Account.
|
Section 1.33
|
“Disability” means a Participant’s total disability as defined below and determined in a manner consistent with Code Section 409A and the regulations thereunder:
|
Section 1.34
|
“Disabled” means that a Participant is totally and permanently disabled as defined in the Company’s Long-Term Disability Plan. With respect to payments of amounts in excess of a Participant’s Grandfathered Deferred Compensation Plan Deferrals or Grandfathered Restoration Plan Benefit on account of disability, the term “Disabled” means a disability that meets the standard for disability under Code Section 409A and the guidance issued thereunder.
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Section 1.35
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“Dividend Reinvestment Return” means the amounts which are credited to each Participant’s Deferred Stock Account pursuant to Section 5.3(b) to reflect dividends declared by the Company on its Common Stock.
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Section 1.36
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“Equity-Based Compensation” means (i) November 24, 2003, awards granted under the Stock Award Plan and (ii) Restricted Stock Units, Performance Units, and Other Stock-Based Awards granted under Sections 7, 8, and 9 of the Equity-Based Compensation Plan, and does not include any such awards that qualify as vested stock, restricted stock, stock option awards, or stock appreciation rights.
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Section 1.37
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“Equity-Based Compensation Plan” means the Becton, Dickinson and Company 2004 Employee and Director Equity-Based Compensation Plan.
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Section 1.38
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“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.
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Section 1.39
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“Fiscal Year” means the fiscal year of the Company, which currently is the twelve-month period commencing on the first day of October and ending on the last day of September of the following calendar year.
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Section 1.40
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“Grandfathered Deferred Compensation Plan Deferrals” means amounts deferred under the terms of this Plan as in effect as of December 31, 2004 (and the earnings credited thereon before, on or after January 1, 2005) for which (i) the Participant had a legally binding right as of December 31, 2004, to be paid the amount, and (ii) such right to the amount was earned and vested as of December 31, 2004 and was credited to the Participant’s Account.
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Section 1.41
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“Grandfathered Restoration Plan Benefit” means amounts deferred under the terms of the Restoration Plan as in effect as of December 31, 2004 for which the Participant had a legally binding right as of December 31, 2004 and which amount was earned and vested as of December 31, 2004. The calculation of a Participant’s Grandfathered Restoration Plan Benefit shall equal the present value of the amount to which the Participant would have been entitled under the Restoration Plan if the Participant voluntarily terminated employment on December 31, 2004, and received a payment of the benefits available from the Restoration Plan on the earliest possible date allowed under the Restoration Plan to receive a payment of benefits following the termination of employment, and received the benefits in the form with the maximum value. Notwithstanding the foregoing, for any subsequent taxable year of the Participant, the Grandfathered Restoration Plan Benefit may increase to equal the present value of the benefit the Participant actually becomes entitled to, in the form and at the time actually paid, determined under the terms of the Restoration Plan, as in effect on October 3, 2004, without regard to any further services rendered by the Participant after December 31, 2004, or any other events affecting the amount of or the entitlement to benefits (other than the Participant’s election with respect to the time or form of an available benefit). For purposes of calculating the present value of a benefit under this Section, actuarial assumptions and methods to be used will be the same as those used to value benefits under the BD Retirement Plan and shall otherwise be made in accordance with Reg. §1.409A-6(a)(3)(i).
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Section 1.42
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“Investment Election” means the Participant’s election to have deferred amounts credited with hypothetical earnings credits (or losses) that track the investment performance of the Investment Options and/or Common Stock in accordance with Article V.
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Section 1.43
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“Investment Options” means those hypothetical targeted investment options designated by the Committee as measurements of the rate of return to be credited to (or charged against) amounts deferred to Participants’ Accounts.
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Section 1.44
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“Other Stock-Based Awards” means awards granted under Section 9 of the Equity-Based Compensation Plan.
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Section 1.45
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“Participant” means a common law employee of the Company who meets the eligibility and participation requirements set forth in Article II.
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Section 1.46
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“Performance Units” means awards granted under Section 8 of the Equity-Based Compensation Plan.
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Section 1.47
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“Plan” means the BD Deferred Compensation and Retirement Benefit Restoration Plan as from time to time in effect. Previously, the terms of this Plan were determined under the terms of the Restoration Plan and the Becton, Dickinson and Company Deferred Compensation Plan (previously the Becton, Dickinson and Company Salary and Bonus Deferral Plan), which are hereby consolidated into a single document.
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Section 1.48
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“Plan Year” means the calendar year.
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Section 1.49
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“Restricted Stock Units” means Restricted Stock Units granted under Section 7 of the Equity-Based Compensation Plan.
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Section 1.50
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“Restoration Plan” means the Becton, Dickinson and Company Retirement Benefit Restoration Plan, as amended and restated from time to time.
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Section 1.51
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“Restoration Plan Benefit” means the Participant’s benefit described in Article IV of this Plan.
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Section 1.52
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“Retirement Plan” means the BD Retirement Plan, as it may be amended and restated from time to time.
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Section 1.53
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“Separation from Service” means a termination of employment or other separation from service from the Company as described in Code Section 409A and the regulations thereunder.
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Section 1.54
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“Specified Employee” means a person identified in accordance with procedures adopted by the Committee that reflect the requirements of Code Section 409A(a)(2)(B)(i) and applicable guidance thereunder.
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Section 1.55
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“Spouse” means the individual to whom the Participant is legally married on the date of death or other benefit commencement.
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Section 1.56
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“Stock Award Plan” means the Becton, Dickinson and Company Stock Award Plan as the same may be amended from time to time.
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Section 1.57
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“Stock Trust” means the Becton, Dickinson and Company Deferred Salary and Bonus Trust established as of August 15, 1996 between the Company and Wachovia Bank of North Carolina, N.A., as amended from time to time thereafter.
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Section 1.58
|
“Total Eligible Compensation” means the base salary or wages and bonus otherwise taken into account under the 401(k) Plan, determined in accordance with the provisions of such plan, but without regard to the limitation on compensation otherwise required under Code Section 401(a)(17), and without regard to any deferrals of the foregoing of compensation under this or any other plan of deferred compensation maintained by the Company; provided, however, that Total Eligible Compensation for a Plan Year shall not exceed three (3) times the dollar limit otherwise in effect for such Plan Year under Code Section 401(a)(17).
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(a)
|
Only “Eligible Employees” who meet the conditions of this Article II shall be eligible to become a Participant in this Plan. Unless the Committee determines otherwise, any employee of the Company (or any subsidiary or affiliate of the Company) who participates in the Retirement Plan and whose benefits under the Retirement Plan are limited pursuant to the provisions included in the Retirement Plan in order to comply with Code Sections 401(a)(17) or 415, shall be an Eligible Employee with respect to benefits payable under Article IV and Section 3.6 (
i.e.
, eligibility for the restoration portion of the Plan). An “Eligible Employee” for purposes of Sections 3.1, 3.2, 3.3, 3.4, and 3.5 (
i.e.
, eligibility for the deferred compensation portion of the Plan) is an individual who meets the following requirements:
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(i)
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the individual is a common law employee of a unit of the Company (or of one of its subsidiaries) to which the Plan has been adopted pursuant to a decision by, or with the approval of, the Board of Directors;
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(ii)
|
the individual is not a nonresident alien of the United States receiving no United States source income within the meaning of Sections 861(a)(3) or 911(d)(2) of the Code; and
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(iii)
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the employee has annualized Base Salary of $205,000 or more (indexed annually by the same amount as the compensation limit under Code Section 401(a)(17)) for the calendar year in which the Deferral Election is required to be made.
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(b)
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The Committee shall have the ability to adjust, prospectively for any Plan Year, the dollar limitation in Section 2.1(a)(iii). The Committee may also:
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(i)
|
designate as ineligible particular individuals, groups of individuals or employees of business units who otherwise would be eligible under Section 2.1(a); or
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(ii)
|
designate as eligible particular individuals, groups of individuals or employees of business units who otherwise would be ineligible under Section 2.1(a);
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(c)
|
An employee who, at any time, ceases to meet the foregoing eligibility requirements, as determined in the sole discretion of the Committee, shall thereafter cease to be a Participant eligible to continue making deferrals under the Plan, effective as of the first day of the Plan Year coincident with or next following the date of such cessation of eligibility in a manner consistent with the requirements of Code Section 409A and the regulations and other guidance issued thereunder to avoid adverse tax consequences to affected Participants, and any deferral elections then in effect shall cease to be effective as of the first day of such Plan Year. In such case, the individual may remain a Participant in the Plan with respect to amounts already deferred prior to the date such individual ceased to be an active Participant.
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(a)
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General Rule
. An Eligible Employee shall become an active Participant in the Plan at such time as the Eligible Employee either: (i) makes a timely Deferral Election pursuant to Subsections (b) and (c) herein; and/or (ii) meets the requirements under Subsection (d) with respect to eligibility for a Restoration Plan Benefit.
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(b)
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Deferral Election
. As soon as practicable after the Committee determines that an individual is an Eligible Employee, the Committee shall provide the Eligible Employee with the appropriate election forms with which to make a Deferral Election. The Eligible Employee shall make the Deferral Election in the manner set forth in Subsection (c) herein and within the time periods set forth in Article III. In the case of an employee who first becomes an Eligible Employee under this Plan (and is not eligible for any other plan with which this Plan is aggregated for purposes of Code Section 409A) during a Plan Year, such Deferral Election may be made within the first thirty (30) days of eligibility with respect to any Base Salary to be earned thereafter for the remainder of the Plan Year. In the case of an employee who first becomes an Eligible Employee under this Plan (and is not eligible for any other plan with which this Plan is aggregated for purposes of Code Section 409A) during a Plan Year, such Deferral Election within the first thirty (30) days of eligibility may also be made with respect to any Equity-Based Compensation awarded or granted at the time of hire and to be earned after the date of the Deferral Election. If the Participant does not return the completed forms to the Committee at such time as required by the Committee, the Participant will not be allowed to participate in the Plan until the next Annual Open Enrollment Period. All Deferral Elections hereunder (including any modifications of prior Deferral Elections otherwise permitted under the Plan) may be made in accordance with written, electronic or telephonic procedures prescribed by the Committee.
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(c)
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Contents of Deferral Election
. A Participant’s Deferral Election must be made in the manner designated by the Committee and must be accompanied by:
|
(ii)
|
any election to defer Equity-Based Compensation and a deferral period election with respect to Equity-Based Compensation, as determined by the Committee;
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(iii)
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any election to defer payment of Restoration Plan Benefits (if applicable) and any Company Discretionary Credits and a separate deferral period election with respect to each such separate category of deferral;
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(iv)
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an Investment Election (except with respect to an Equity-Based Compensation Election, which shall automatically be credited to a Deferred Stock Account for investment return purposes), in accordance with the provisions of Article V;
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(v)
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a designation of a Beneficiary or Beneficiaries to receive any deferred amounts owed upon the Participant’s death;
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(vi)
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subject to Section 2.2(c)(i), a designation as to the form of distribution for each separate year’s deferral and each separate category of deferral (Company Matching Credit deferrals will be subject to the Participant’s distribution option elections with respect to Base Salary provided, however, that if the Participant does not make a Base Salary election but does make a Bonus deferral election, then the Participant’s Company Matching Credit deferrals will be subject to the Participant’s distribution option elections with respect to Bonus); provided, however, that if no specific election is made with respect to any deferred amount, the Participant will be deemed to have elected to receive such amounts in the form of a lump sum distribution (in cash and, solely to the extent distributable amounts are credited to the Participant’s Deferred Stock Account at the time of the distribution, shares of Common Stock);
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(vii)
|
an application for a policy of life insurance under which the Participant is the insured and the Company is the sole owner of and beneficiary under such policy; and
|
(viii)
|
such additional information as the Committee deems necessary or appropriate.
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(d)
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Unless the Committee determines otherwise or unless otherwise provided in an Agreement, if any, an Eligible Employee who participates in the Retirement Plan and whose benefits under the Retirement Plan are limited pursuant to the provisions included in the Retirement Plan in order to comply with Code Sections 401(a)(17) or 415, shall automatically become a Participant in this Plan with respect to benefits payable under Article IV.
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(e)
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The participation of any Participant may be suspended or terminated by the Committee at any time, but no such suspension or termination shall operate to reduce any benefits accrued by the Participant under the Plan prior to the date of suspension or termination and, further, any such suspension or termination may only be done in a manner consistent with the requirements of Code Section 409A and the regulations and other guidance issued thereunder to avoid adverse tax consequences to affected Participants.
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(a)
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Each Participant who has elected to defer the maximum pre-tax elective deferral that is permitted for a calendar year under the 401(k) Plan and Code Section 402(g) may make a Deferred Salary Election with respect to Base Salary otherwise to be paid in such calendar year. A Participant may elect to defer from 1% to 75% of the Participant’s Base Salary (in increments of 1%). Notwithstanding the foregoing, any Deferred Salary Election must be made in a manner that will ensure that the Participant is paid a sufficient amount of Base Salary that will allow adequate amounts available for (i)
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(b)
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Except with respect to Deferred Salary Elections made by Participants who first become eligible to participate during a Plan Year (which elections must be made as specified in Section 2.2(b)), a Deferred Salary Election with respect to Base Salary for a particular calendar year must be made during the time period specified by the Committee, but in no event later than the December 31 preceding the commencement of that calendar year or at such earlier time as determined by the Committee. Once a Deferred Salary Election is made, it shall be irrevocable after the final deadline established by the Committee for making the election. Such Deferred Salary shall be credited to the Participant’s Deferred Salary Account as of the first business day after the last day of each payroll period.
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(a)
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Each Participant who agrees to defer the maximum pre-tax elective deferral that is permitted for a calendar year under the 401(k) Plan and under Code Section 402(g) may elect to make a Deferred Bonus Election with respect to a Bonus otherwise to be paid in the calendar year immediately following (or, in the discretion of the Committee, in a later year following) the year of the Participant’s Deferred Bonus Election. A Participant may elect to defer from 1% to 100% of the Participant’s Bonus (in increments of 1%); provided, however, that the Participant’s Deferred Bonus Election must result in a deferral of at least $5,000. In the event that Participant’s Deferred Bonus Election does not result in a deferral of at least $5,000 but the Participant’s Bonus is at least $5,000, such Participant’s Deferred Bonus Election shall be automatically increased to the percentage that results in a deferral of $5,000. In the event that the Participant’s Bonus is less than $5,000, such Participant’s Deferred Bonus Election shall be void.
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(b)
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A Deferred Bonus Election with respect to any Bonus to be earned during a Fiscal Year must be made no later than the date that is six months before the end of the performance period (which performance period shall not be less than twelve months) or such other earlier date designated by the Committee. Once made, a Deferred Bonus Election cannot be changed or revoked after the final deadline established by the Committee for making the election, except as provided herein. Such Deferred Bonus shall be credited to the Participant’s Deferred Bonus Account as of the first business day in January of the year that the Bonus otherwise would have been paid to the Participant in the absence of any deferral hereunder.
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(a)
|
To the extent permitted by law on a tax deferred basis, each Participant may elect to make a Deferred Equity-Based Compensation Election with respect to Equity-Based Compensation otherwise to be granted in the calendar year immediately following (or, in the discretion of the Committee, in a later year following) the year of the Participant’s Deferred Equity-Based Compensation Election. A Participant may elect to defer his or her Equity-Based Compensation, and may make separate elections with respect to each of the Participant’s Restricted Stock Units, Performance Units, Other Stock-Based Awards, and awards under the Stock Award Plan, provided, however, that, the Participant’s Equity-Based Compensation for each type of Equity-Based Compensation must result in a deferral of at least 25% of such type of Equity-Based Compensation.
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(b)
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Except with respect to Deferred Equity-Based Compensation Elections made by Participants who first become eligible to participate during a Plan Year (which elections must be made as specified in Section 2.2(b)), a Deferred Equity-Based Compensation Election with respect to any Equity-Based Compensation to be granted in a particular calendar year must be made during the time period specified by the Committee, but in no event later than the December 31 preceding the commencement of that calendar year or at such earlier time as determined by the Committee. Notwithstanding the foregoing, with respect to a Deferred Equity-Based Compensation Election governing Restricted Stock Units that are designated as performance-based compensation by the Company and that qualify as performance-based compensation under Code Section 409A and any guidance thereunder, such Deferred Equity-Based Compensation Election must be made no later than the date that is six months before the end of the performance period (which performance period shall not be less than twelve months) or such other earlier date designated by the Company, provided, however, that to be eligible to make any such Deferred Equity-Based Compensation Election the Participant must have provided services to the Company (or one of its subsidiaries) from the later of the date the performance period starts or the date the performance criteria are established through the date the Deferred Equity-Based Compensation Election is made. Once made, a Deferred Equity-Based Compensation Election cannot be changed or revoked after the final deadline established by the Committee for making the election, except as provided herein. Such Deferred Equity-Based Compensation shall be credited to the Participant’s Deferred Equity-Based Compensation Account as soon as practicable after the Equity-Based Compensation otherwise would vest and be paid, and will be credited for investment tracking purposes to the Participant’s Deferred Stock Account under Section 5.3(b).
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(a)
|
Effective for deferrals made on or after January 1, 2016, if a Participant has made a Deferred Salary Election in accordance with Section 3.1 or a Deferred Bonus Election in accordance with Section 3.2, then the Participant shall be eligible to have Company Matching Credits credited to the Participant’s Company Matching Credit Account in accordance with Section 3.4(b). The maximum potential Company Matching Credits for a Participant under this Plan for a Plan Year shall equal the difference between 4.5% of Total Eligible Compensation minus the maximum Company matching contribution available to the Participant under the BD 401(k) Plan (other than catch-up contributions). If a Participant has deferred less than 6% of Total Eligible Compensation, taking into account deferrals under this Plan and pre-tax elective deferrals under the BD 401(k) Plan (other than catch-up contributions), then the actual Company Matching Credits to be credited to a Participant’s Company Matching Credit Account shall equal 75% of the total of the Participant’s Deferred Salary and Deferred Bonus under this Plan plus the Participant’s pre-tax elective deferrals under the BD 401(k) Plan (other than catch-up contributions), less the matching contribution to which the Participant is entitled under the BD 401(k) Plan.
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(b)
|
Company Matching Credits under Section 3.4(a) shall be credited to the Participant’s Company Matching Credit Account as soon as practicable as determined by the Committee after such deferral is credited to the Participant’s Deferred Salary Account and/or Deferred Bonus Account, but in no event less frequently than on a annual basis, and shall be subject to the overall Plan Year limit on such amounts described in Section 3.4(a) and the vesting schedule described in Article V.
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(a)
|
General Rule
. Each Participant who is eligible to receive a Restoration Plan Benefit under the Plan may elect, in accordance with this Section 3.6, to make a Deferred Restoration Distribution Election with respect to a Restoration Plan Benefit that is otherwise to be paid to the Participant. If a Participant makes such an election, the Participant must elect to defer 100% of the value of the Participant’s applicable Restoration Plan Benefit. To the extent a Participant’s Restoration Plan Benefit is attributable to the final average pay benefit formula under the Retirement Plan and not described in Section 4.4(b)(i)(D), the value of such Restoration Plan Benefit shall equal the actuarial present value (at the time payment becomes due) of the portion of the Participant’s (or Beneficiary’s) Restoration Plan Benefit based on the final average pay formula, determined as of normal retirement age under the Retirement Plan, based on the Applicable Interest Rate and the Applicable Mortality Table (as such terms are defined in the Retirement Plan) used under the Retirement Plan for calculating present value. To the extent a Participant’s Restoration Plan Benefit is attributable to the cash balance benefit formula under the Retirement Plan or is otherwise described in Section 4.4(b)(i)(D) below, the value of such Restoration Plan Benefit shall equal the Participant’s Restoration Plan Benefit hypothetical account balance at such time. Once deferred, such amounts shall be credited to the Participant’s Deferred Restoration Distribution Account as provided for in Article V. Amounts held in a Deferred Restoration Distribution Account may not be paid in the form of an annuity and may only be paid in a form otherwise available to amounts credited to a Deferred Salary Account, as provided for in Article VI.
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(b)
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Grandfathered Restoration Plan Benefit
. With respect to amounts equal to a Participant’s Grandfathered Restoration Plan Benefit, a Deferred Restoration Distribution Election with respect to any amounts payable during a particular calendar year must be made at least one year before the date that the Grandfathered Restoration Plan Benefit is otherwise payable to the Participant pursuant to Section 4.4. Once made, such a Deferred Restoration Distribution Election cannot be changed or revoked except as provided herein. If the Participant otherwise becomes entitled to a distribution of a Restoration Plan Benefit after having made such an election and before the end of such one-year period, such election shall be ineffective and the applicable Restoration Plan Benefit payment shall not be deferred hereunder. Any such Deferred Restoration Distribution shall be credited to the Participant’s Deferred Restoration Distribution Account as soon as practicable after such amount would otherwise have been payable to the Participant. The amount in the Participant’s Deferred Restoration Distribution Account attributable to the Participant’s Grandfathered Restoration Plan Benefit shall be payable under this Plan as follows:
|
(i)
|
If the Participant has otherwise made a Deferred Salary Election under Section 3.1 for the year that the Participant made a Deferred Restoration Distribution Election, the amount credited to the Participant’s Deferred Restoration Distribution Account shall be payable at the same time and in the same form of distribution as any such Deferred Salary.
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(ii)
|
If the Participant has not made a Deferred Salary Election but has otherwise made a Deferred Bonus Election under Section 3.2 for the year that the Participant made a Deferred Restoration Distribution Election, the amount credited to the Participant’s Deferred Restoration Distribution Account shall be payable at the same time and in the same form of distribution as any such Deferred Bonus.
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(iii)
|
If the Participant has not made a Deferred Salary Election under Section 3.1 nor a Deferred Bonus Election under Section 3.2 for the year that the Participant made a Deferred Restoration Distribution Election, the amount credited to the Participant’s Deferred Restoration Distribution Account equal to a Participant’s Grandfathered Restoration Plan Benefit shall be payable in the form of a single lump sum payment at the Participant’s termination of employment unless the Participant makes an election to change the time and form of payment of such amount in accordance with the terms of this Plan.
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(c)
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Non-Grandfathered Restoration Plan Benefit
. A Participant’s Deferred Restoration Distribution Election with respect to amounts in excess of a Participant’s Grandfathered Restoration Plan Benefit payable during a particular calendar year must specify the time and form of payment otherwise the Participant’s Deferred Restoration Plan Benefit shall be payable in the form of a single lump sum payment at the Participant’s termination of employment. In addition, such Deferred Restoration Distribution Election shall not be effective unless the following requirements are met:
|
(i)
|
the election will not take effect until at least twelve months after the date on which the election is made and will not be recognized with respect to payments that would otherwise have commenced during such twelve-month period;
|
(ii)
|
except for payments made on account of a Participant’s death, the first payment with respect to which such election is made shall be deferred for a period of not less than five years from the date such payment would otherwise have been made;
|
(iii)
|
any election related to payments that would otherwise have commenced as of a specified time, as opposed to the Participant’s Separation from Service, may not be made less than twelve months prior to the date on which such payments would otherwise have commenced; and
|
(iv)
|
any such additional deferral election shall not be effective if it would otherwise result in deferring amounts later than the mandatory distribution provisions of Article VI.
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(a)
|
In accordance with Section 2.2(b), and subject to the limitation of Section 3.7(b), each Participant must elect the deferral period for each separate category of deferral (including, effective for deferral elections made on or after January 1, 2005, any Restoration Plan Benefit or part thereof credited to a Participant’s Deferred Restoration Distribution Account). Subject to the additional deferral provisions of Section 3.8 and the acceleration provisions of Article VI, a Participant’s deferral period with respect to amounts deferred other than those described in Section 3.7(b) may be for a specified number of years or until a specified date, subject to any limitations that the Committee in its discretion may choose to apply (which limitations shall comply with the requirements for tax deferral under Code Section 409A), provided that, in all events, a deferral period must be for at least two (2) years from the first day of the Plan Year in which the deferred amounts would otherwise be payable (or, in the case of amounts described in Section 3.4, credited to the Participant’s Account). However,
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(b)
|
Notwithstanding the provisions of Section 3.7(a) and Section 2.2(b), and subject to Section 6.1(f), all Company Matching Credits credited to a Participant’s Company Matching Credit Account pursuant to Section 3.4 shall be deferred until the Participant’s Separation from Service and may not be deferred to a specified date prior to such Participant’s Separation from Service. The foregoing notwithstanding, in any case where the Participant is a Specified Employee, payment of the amounts under this Section 3.7(b) on account of the Participant’s Separation from Service shall be deferred until as soon as practicable after the earlier of (i) the first day of the seventh month following the Participant’s Separation from Service (without regard to whether the Participant is reemployed on that date), or (ii) the date of the Participant’s death, subject to any permitted further deferral election on account of a change in form of payment.
|
(a)
|
Additional Deferral - Grandfathered Deferrals
. With respect to any previously deferred Grandfathered Deferred Compensation Plan Deferrals or Grandfathered Restoration Plan Benefit credited to a Participant’s Accounts, a Participant may request that the Committee approve an additional deferral period of at least two (2) years from the date the previously deferred amounts were otherwise payable. Any such request must be made by written notice to the Committee at least twelve (12) months before the expiration of the deferral period for any previously deferred amount with respect to which an additional deferral election is requested. A separate additional deferral election is required to be made for each separate category of previously deferred amounts that is treated as subject to a single deferral period election under Section 2.2(b) above. Each such additional deferral election request shall include a newly designated manner of payment election in accordance with the provisions of Section 6.2 below. No more than two such extensions may be elected by a Participant with respect to any specific deferred amount and no such additional deferral may result in amounts deferred beyond the mandatory distribution provisions of Article VI.
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(b)
|
Additional Deferral - Non-Grandfathered Deferrals
. With respect to any deferred amounts credited to a Participant’s Accounts in excess of a Participant’s Grandfathered Deferred Compensation Plan Deferrals or Grandfathered Restoration Plan Benefit an additional deferral election otherwise described in Section 3.8(a) may be made, provided that such election shall not be effective unless the following requirements are met:
|
(i)
|
the election will not take effect until at least twelve months after the date on which the election is made and will not be recognized with respect to payments that would otherwise have commenced during such twelve-month period;
|
(ii)
|
except for payments made on account of a Participant’s death or financial hardship under Section 6.1(f), the first payment with respect to which such election is made shall be deferred for a period of not less than five years from the date such payment would otherwise have been made;
|
(iii)
|
any election related to payments that would otherwise have commenced as of a specified time, as opposed to the Participant’s Separation from Service, may not be made less than twelve months prior to the date on which such payments would otherwise have commenced; and
|
(iv)
|
any such additional deferral election shall not be effective if it would otherwise result in deferring amounts later than the mandatory distribution age provisions of Article VI.
|
(c)
|
Accelerated Distribution For Grandfathered Deferrals
. With respect to any Grandfathered Deferred Compensation Plan Deferrals or Grandfathered Restoration Plan Benefit credited to a Participant’s Accounts, a Participant may request that the Committee approve an accelerated deferral date with respect to amounts that are not otherwise payable for at least three (3) years from the date of such request, provided that the resulting accelerated deferral date may not be any earlier than two (2) years from the date of such Participant election. A separate deferral modification election is required to be made for each separate category of previously deferred amount that is treated as subject to a single deferral period election under Section 2.2(b) above. Each such modified deferral period request shall include a newly designated manner of payment election in accordance with the provisions of Section 6.2 below. No more than two such modifications may be elected by a Participant with respect to any specific deferred amount. No such election may be made with respect to any amounts deferred under this Plan in excess of any Grandfathered Deferred Compensation Plan Deferrals or Grandfathered Restoration Plan Benefit credited to a Participant’s Accounts.
|
(a)
|
A Participant’s Restoration Plan Benefit hereunder shall equal the excess (if any) of (i) the benefit that would have been payable under the Retirement Plan in respect of the Participant in the absence of the provisions included in the Retirement Plan in order to comply with Sections 401(a)(17) and 415 of the Code, over (ii) the benefit actually payable in respect of the Participant under the Retirement Plan.
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(b)
|
Effective as of January 1, 2005, for purposes of calculating a Participant’s Restoration Plan Benefit under Section 4.1(a), if, as determined by the Committee in its sole discretion, a Participant (i) permanently directly transferred employment from a foreign affiliate of the Company that has not adopted the Retirement Plan and this Plan to a member of the Group (as defined in the Retirement Plan) that has adopted the Retirement Plan and this Plan or to a Unit (as defined in the Retirement Plan) to which participation in the Retirement Plan and this Plan has been extended, and (ii) while employed by the foreign affiliate, had what the Committee determines (in its sole discretion) to be an agreement with such foreign affiliate to provide for deferred compensation that recognized the Participant’s period of employment by the foreign affiliate and compensation paid to the Participant by the foreign affiliate, then the Participant’s period of employment by the foreign affiliate and compensation paid to the Participant by the foreign affiliate during the Participant’s period of employment with the foreign affiliate shall be taken into account solely under this Plan to the same extent that such period of employment and compensation would have otherwise been taken into account had it been employment with and compensation paid by the Company, a member of the Group that has adopted the Retirement Plan and this Plan, or a Unit to which participation in the Retirement Plan and this Plan has been extended. In addition, any such Participant’s Restoration Plan Benefit shall be offset, solely to the extent permitted under Code Section 409A, for (i) any Social Security or other governmental pension or retirement benefit earned during the Participant’s period of
|
(a)
|
Grandfathered Restoration Plan Benefit
. Subject to Section 4.5, the further provisions of this Article IV, and a Participant’s Agreement, if any, and unless deferred under Section 3.6, a Participant’s Grandfathered Restoration Plan Benefit shall be paid to a Participant at such time and in such form as determined in accordance with procedures adopted and approved by the Compensation and Benefits Committee of the Board of Directors of the Company (or any committee successor thereto), which procedures were in effect as of October 3, 2004. A copy of such procedures is attached hereto as Attachment A.
|
(b)
|
Non-Grandfathered Restoration Plan Benefit
.
(
NOTE:
By way of reference, the Retirement Plan was amended effective April 1, 2007 to add a cash balance formula for determining the benefits available under the Retirement Plan. Pursuant to the terms of the Retirement Plan, the cash balance formula is used to determine the benefits of participants who were hired by the Company on or after April 1, 2007 as well as those participants who were actively participating in the Retirement Plan on that date and who affirmatively elected to be covered under the cash balance provisions of the Plan. The benefits of participants who were active prior to April 1, 2007 and who did not elect cash balance coverage are determined under the Retirement Plan’s final average pay formula. If any such participant terminates and is subsequently reemployed, that participant’s benefit for service performed after reemployment will be determined under the cash balance provisions of the Retirement Plan, whereas his benefit attributable to his prior employment will be determined under the final average pay provisions of the Retirement Plan. Consistent with Section 409A and the guidance issued thereunder, and as confirmed in Q&A 39 of the ABA Section of Taxation’s 2008 IRS Q&A Report, this Plan provides different time and form of payment with respect to separately identifiable amounts attributable to Restoration Plan Benefits calculated
|
(i)
|
Normal Form of Payment
. A Participant’s vested Restoration Plan Benefit shall be paid in the “Normal Form of Payment,” which is a single lump sum payment determined as follows:
|
(A)
|
FAP Participant
. With respect to a Participant whose Restoration Plan Benefit is determined using the final average pay formula under the Retirement Plan, the Normal Form of Payment shall be a single lump sum payment that shall equal the actuarial present value (at the time payment becomes due) of the Participant’s Restoration Plan Benefit based on the final average pay formula, determined as of normal retirement age under the Retirement Plan, based on the Applicable Interest Rate and the Applicable Mortality Table (as such terms are defined in the Retirement Plan) used under the Retirement Plan for calculating present values.
|
(B)
|
Cash Balance Participant
. With respect to a Participant whose Restoration Plan Benefit is determined using the cash balance formula under the Retirement Plan, the Normal Form of Payment shall be a single lump sum payment equal to the Participant’s Restoration Plan Benefit (at the time payment becomes due) determined in accordance with Section 4.1, expressed as an account balance benefit.
|
(C)
|
FAP and Cash Balance Participant
. For a Participant whose Restoration Plan Benefit is determined using both the final average pay formula and the cash balance formula under the Retirement Plan, the Normal Form of Payment with respect to the portion of the Participant’s Restoration Plan Benefit calculated using the final average pay formula under the Retirement Plan shall be as described in subparagraph (A) and the Normal Form of Payment with respect to the portion of the Participant’s Restoration Plan Benefit calculated using the cash balance formula under the Retirement Plan shall be as described in subparagraph (B) above.
|
(D)
|
Cash Balance Conversion Participant
. For a Participant whose benefit under the Retirement Plan is converted on or after January 1, 2013 from being calculated using the final average pay formula under the Retirement Plan to being calculated using the cash balance formula under the Retirement Plan, the Normal Form of Payment for the Participant’s entire Restoration Plan Benefit shall be as described in subparagraph (B) above.
|
(ii)
|
Timing of Payment
. A Participant’s vested Restoration Plan Benefit shall be paid or commence to be paid in the Normal Form of Payment as follows:
|
(A)
|
FAP Participant
. Subject to subparagraph (E) below, to the extent that a Participant’s Restoration Plan Benefit is determined using the final average pay formula under the Retirement Plan, amounts shall commence to be paid as soon as practicable after the later of (I) the Participant’s Separation from Service or (II) the earliest date on which
|
(B)
|
Cash Balance Participant
. Subject to subparagraph (E) below, if a Participant’s Restoration Plan Benefit is determined using the cash balance formula under the Retirement Plan, amounts shall be paid as soon as practicable after the Participant’s Separation from Service.
|
(C)
|
FAP and Cash Balance Participant
. Subject to subparagraph (E) below, to the extent that a Participant’s Restoration Plan Benefit is determined using both the final average pay formula and the cash balance formula under the Retirement Plan, payment shall commence with respect to the portion of the Participant’s Restoration Plan Benefit calculated using the final average pay formula under the Retirement Plan on the date described in subparagraph (A) above and payment shall commence with respect to the portion of the Participant’s Restoration Plan Benefit calculated using the cash balance formula under the Retirement Plan on the date described in subparagraph (B) above.
|
(D)
|
Cash Balance Conversion Participant
. Subject to subparagraph (E) below, in the case of a Participant whose benefit under the Retirement Plan is converted on or after January 1, 2013 from being calculated using the final average pay formula under the Retirement Plan to being calculated using the cash balance formula under the Retirement Plan, payment of such Participant’s entire Restoration Plan Benefit shall commence on the date described in subparagraph (A) above.
|
(E)
|
Specified Employee
. In any case where the Participant is a Specified Employee and the Participant’s Restoration Plan Benefit in excess of the Participant’s Grandfathered Restoration Plan Benefit is payable on account of the Specified Employee’s Separation from Service, the Participant’s Restoration Plan Benefit under this Section shall be paid or commence to be paid as soon as practicable following the earlier of (I) or (II) where: (I) is the later of (A) the date otherwise provided under the Plan or (B) the first day of the seventh month following the Participant’s Separation from Service (without regard to whether the Participant is reemployed on that date); and (II) is the date of the Participant’s death.
|
(iii)
|
The Participant’s ability to elect an alternate form of distribution other than the Normal Form of Payment is described in Section 6.2. The death benefits attributable to a Participant’s Restoration Plan Benefit under the Plan in the event of the Participant’s death after Restoration Plan Benefit payments have commenced, if any, will be determined pursuant to the terms of the form of payment elected by the Participant.
|
(a)
|
Grandfathered Restoration Plan Benefit
. Notwithstanding the provisions of Section 4.4 (and any procedures adopted thereunder), and unless provided otherwise in a Participant’s Agreement, if any, each Participant’s Grandfathered Restoration Plan Benefit shall (to the extent not previously paid or commenced to be paid) be paid to
|
(b)
|
Non-Grandfathered Restoration Plan Benefit - FAP Participant and Cash Balance Conversion Participant
. Notwithstanding the provisions of Sections 4.4(b)(ii)(A), 4.4(b)(ii)(C) and 4.4(b)(ii)(D) (and any procedures adopted thereunder), and unless provided otherwise in a Participant’s Agreement, if any, to the extent that a Participant’s Restoration Plan Benefit that is determined using the final average pay formula under the Retirement Plan or is otherwise described in Section 4.4(b)(i)(D) and that is in excess of his Grandfathered Restoration Plan Benefit, if any, shall (to the extent not previously paid or commenced to be paid) be paid to the Participant in a cash lump sum as soon as practicable, but not later than 45 business days, after the Participant’s Separation from Service following a Change in Control; provided, however, that such a distribution shall only be made if: (i) the Change in Control satisfies the requirements of Code Section 409A(a)(2)(A)(v) (and the guidance issued thereunder) and such Separation from Service occurs within 2 years of the Change in Control; or (ii) distribution may otherwise be made under this Plan on account of Separation from Service.
|
(c)
|
Specified Employee
. In any case where the Participant is a Specified Employee and the Participant’s Restoration Plan Benefit in excess of the Participant’s Grandfathered Restoration Plan Benefit is payable pursuant to Section 4.5(b) on account of the Specified Employee’s Separation from Service within 2 years of a qualified Change in Control, payment of the Participant’s Restoration Plan Benefit under this Section shall be deferred until the earlier of (i) first day of the seventh month following the Participant’s Separation from Service (without regard to whether the Participant is reemployed on that date), or (ii) the date of the Participant’s death.
|
(a)
|
Grandfathered Restoration Plan Benefit
. Notwithstanding the provisions of Section 4.4 (and in accordance with any procedures adopted thereunder), and unless provided otherwise in a Participant’s Agreement, if any, a Participant who terminates employment on account of a Disability Retirement (as determined under the Retirement Plan) may make a written request to the Committee to receive payment of his Grandfathered Restoration Plan Benefit in a single lump sum as soon as practicable thereafter; provided however, that payment to a Participant under this Section 4.6 shall only be made if the Committee, in its sole and absolute discretion, determines to make such payment. Any decision by the Committee hereunder shall be final and binding. If a Participant’s request is denied, payment of the Participant’s Plan benefits shall be made in accordance with the otherwise applicable provisions of the Plan (and any procedures then in effect).
|
(b)
|
Non-Grandfathered Restoration Plan Benefit
. Notwithstanding anything in the Plan to the contrary, if a Participant suffers a Disability and becomes Disabled, that portion of the Participant’s Restoration Plan Benefit in excess of the Grandfathered Restoration Plan Benefit shall be paid on account of Disability in the form of a single lump sum cash payment as soon as practicable following the later of (i) the date the Participant attains age 65; or (ii) the date of the Participant’s Disability. The amount of any such lump sum payment in respect of a Disabled Participant hereunder whose Restoration Plan Benefit is determined using the final average pay formula under the Retirement Plan shall equal the actuarial present value of the Participant’s vested Restoration Plan Benefit determined as of the date such benefit payment becomes due hereunder, based on the Applicable Interest Rate and the Applicable Mortality Table (as such terms are
|
(a)
|
General
. Subject to Section 5.2, except as otherwise provided herein, additional hypothetical bookkeeping amounts shall be credited to (or deducted from) a Participant’s Accounts to reflect the earnings (or losses) that would have been experienced had the deferred amounts been invested in the Investment Options selected by the Participant as targeted rates of return, net of all fees and expenses otherwise associated with the Investment Options. The Committee may add or delete Investment Options, on a prospective basis, by notifying all Participants whose Accounts are hypothetically invested in such Investment Options, in advance, and soliciting elections to transfer deferred amounts so that they track investments in other Investment Options then available.
|
(b)
|
Company Stock Investment Option
.
|
(i)
|
A Participant’s Deferred Equity Compensation is automatically credited in the form of Common Stock to the Participant’s Deferred Stock Account. With respect to other deferred amounts hereunder, instead of having deferred amounts credited with hypothetical earnings (or losses) in accordance with
|
(A)
|
Any Investment Election that is in effect on January 1, 2010, that would require future deferred amounts to be credited to the Participant’s Deferred Stock Account and that would otherwise violate the 10% limitation set forth above shall be void and of no effect. In the absence of a Participant’s amending such Investment Election on or before January 1, 2010, pursuant to procedures implemented by the Committee, the Participant’s future deferred amounts that would otherwise have been credited to the Deferred Stock Account will be hypothetically invested in another Investment Option selected by the Committee for this purpose.
|
(B)
|
Any Investment Election made after January 1, 2010, that would otherwise violate the 10% limitation set forth above shall be void and of no effect. In the absence of a Participant amending such Investment Election or otherwise making a new Investment Election that complies with this Section 5.3(b)(i), the Participant’s future deferred amounts that would otherwise have been credited to the Deferred Stock Account will be hypothetically invested in another Investment Option selected by the Committee for this purpose.
|
(ii)
|
If the restrictions of Section 5.3(b)(i) do not apply (such that the Participant may otherwise elect to have deferred amounts credited to the Deferred Stock Account), in no event may a Participant make an Investment Election to have more than 10% of any future deferred amounts (disregarding Deferred Equity Compensation) credited to the Deferred Stock Account. Any Investment Election that would otherwise violate the provisions of this Section 5.3(b)(ii) shall be void and of no effect. In the absence of a Participant amending such Investment Election or otherwise making a new Investment Election that complies with this Section 5.3(b)(ii), the Participant’s future deferred amounts that would otherwise have been credited to the Deferred Stock Account will be hypothetically invested in another Investment Option selected by the Committee for this purpose. Notwithstanding the foregoing, if any Investment Election otherwise in effect on January 1, 2010 would violate the limitations of this Section 5.3(b)(ii), then, in the absence of a Participant’s amending that Investment Election on or before January 1, 2010, pursuant to procedures implemented by the Committee, the Participant’s Investment Election will be modified so that the Investment Election is reduced so that 10% of future deferred amounts are credited to the Deferred Stock Account with the remaining deferred amounts hypothetically invested in another Investment Option selected by the Committee for this purpose.
|
(iii)
|
Elections under this Section 5.3(b) may be made as a part of the Participant’s Deferral Election and thereafter on the same basis as Participants are permitted to make other Investment Elections and using the same or similar procedures as Participants use to make other Investment Elections under Section 5.2. In addition, any amounts credited to a Participant’s Accounts other than the Participant’s Deferred Stock Account may be transferred for hypothetical investment tracking purposes to the Participant’s Deferred Stock Account; provided, however, that a Participant may not elect any such transfer that would increase the Participant’s hypothetical investment in Common Stock credited to the Deferred Stock Account if, at the time of the election or as a result thereof, more than 10% of the Participant’s Deferred Stock Account (excluding any Deferred Equity-Based Compensation) is or would be credited to the Participant’s Deferred Stock Account. Any transfer election that violates the provisions of this Section 5.3(b)(iii) shall be void and of no effect. In all events, once amounts are credited to a Participant’s Deferred Stock Account, no Investment Election may cause amounts credited to a Participant’s Deferred Stock Account to be transferred for hypothetical investment tracking purposes to a Participant’s Accounts other than the Participant’s Deferred Stock Account. All distributions of amounts credited to a Participant’s Deferred Stock Account may only be distributed in whole shares of Common Stock (with cash for fractional shares).
|
(iv)
|
A Participant’s Deferred Stock Account will be credited:
|
(A)
|
as of the first business day after the last day of each bi-weekly payroll period, with the number of shares of Common Stock (in whole shares and fractional shares, as determined by the Committee) determined by dividing the Participant’s deferred amounts attributable to Deferred Salary for such bi-weekly payroll period subject to the Deferred Stock Election by the price for shares of Common Stock, determined by the Committee, as of the day such deferred amounts are credited to the Participant’s Account; and
|
(B)
|
annually, as of the first business day in January of each calendar year, with the number of shares of Common Stock (in whole shares and fractional shares, as determined by the Committee) determined by dividing the portion of the Participant’s Deferred Bonus and Company Matching Credits subject to the Deferred Stock Election by the price for shares of Common Stock, determined by the Committee, as of the day such deferred amounts are credited to the Participant’s Accounts; and
|
(C)
|
at such other times as the Committee determines with respect to all other deferred amounts under the Plan, with the number of shares of Common Stock (in whole shares and fractional shares, as determined by the Committee) determined by dividing the portion of the Participant’s deferred amounts to be credited in the Deferred Stock Account by the price for shares of Common Stock, determined by the Committee, as of the day such deferred amounts are credited to the Participant’s Account, or, in the case of deferred amounts measured in stock units, by crediting the account with the same number of shares of Common Stock.
|
(v)
|
If the Company enters into transactions involving stock splits, stock dividends, reverse splits or any other recapitalization transactions, the number of shares of Common Stock credited to a Participant’s Deferred Stock Account will be adjusted (in whole shares and fractional shares, as determined by the Committee) so that the Participant’s Deferred Stock Account reflects the same equity percentage interest in the Company after the recapitalization as was the case before such transaction.
|
(vi)
|
If at least a majority of the Company’s stock is sold or exchanged by its shareholders pursuant to an integrated plan for cash or property (including stock of another corporation) or if substantially all of the assets of the Company are disposed of and, as a consequence thereof, cash or property is distributed to the Company’s shareholders, each Participant’s Deferred Stock Account will, to the extent not already so credited under this Section 5.3(b), be (i) credited with the amount of cash or property receivable by a Company shareholder directly holding the same number of shares of Common Stock as is credited to such Participant’s Deferred Stock Account and (ii) debited by that number of shares of Common Stock surrendered by such equivalent Company shareholder.
|
(vii)
|
Each time the Company declares a dividend on its Common Stock, each Participant’s Deferred Stock Account will be credited with a Dividend Reinvestment Return equal to that number of shares of Common Stock (in whole shares and fractional shares, as determined by the Committee) determined by dividing (i) the amount that would have been paid (or the fair market value thereof, if the dividend is not paid in cash) to the Participant on the total number of shares of Common Stock credited to the Participant’s Deferred Stock Account had that number of shares of Common Stock been held by such Participant by (ii) the price for shares of Common Stock, determined by the Committee, as of the dividend payment date.
|
(viii)
|
The Committee may adopt administrative procedures to implement the provisions of this Section 5.3(b).
|
(a)
|
Deferred Amounts
. At all times a Participant shall be fully vested in his Deferred Salary, Deferred Bonus, Deferred Equity-Based Compensation, and Deferred Restoration Distribution Accounts hereunder (including any earnings or losses and Dividend Reinvestment Return thereon). A Participant shall become vested in any Company Matching Credits in the same manner and to the same extent as the Participant is vested in matching contributions otherwise credited to the Participant under the SIP. A Participant shall become vested in any Company Discretionary Credits pursuant to the vesting schedule established by the Company at the time such Credits, if any, are made. Except as otherwise provided in Section 6.1(b) (death) or Section 6.1(c) (disability), if a Participant incurs a Separation from Service at any time prior to becoming fully vested in amounts credited to the Participant’s Accounts hereunder, the nonvested amounts credited to the Participant’s Accounts shall be immediately forfeited and the Participant shall have no right or interest in such nonvested deferred amounts.
|
(b)
|
Restoration Plan Benefit
. A Participant shall be vested in his Restoration Plan Benefit, if any, to the extent he is vested in his benefit under the Retirement Plan as determined pursuant to the provisions of the Retirement Plan.
|
(a)
|
Timing of Distribution - Distributions of Vested Accounts Other than Death, Disability, or Scheduled Distributions
. The time and form of payment of Restoration Plan Benefits that are not otherwise deferred under Section 3.6 of the Plan are governed by the provisions of Article IV and those provisions of this Article VI specifically referring to Restoration Plan Benefit payment options. Except as otherwise provided herein, in the case of a Participant who incurs a Separation from Service before retirement from active employment (as defined below), a Participant’s vested Accounts shall be paid or commence to be paid, in the form of distribution elected in a particular Deferral Election (subject to Section 6.2), as soon as practicable (as determined by the Committee) after the Participant’s Separation from Service. In the case of a Participant who retires from active employment hereunder (as defined below), and subject to Section 6.1(e) and Section 6.1(f), a Participant’s vested Accounts shall be paid or commence to be paid, in the form of distribution elected in a particular Deferral Election (subject to Section 6.2), as soon as practicable (as determined by the Committee) following the later of: (I) the date the Participant retires from active employment (or, in the case of certain Equity-Based Compensation that vests one year after retirement, one year after retirement), or (II) the date otherwise specified in the Participant’s Deferral Election; provided however that, in all events distributions under this subparagraph (II) of deferred amounts in excess of the Participant’s Grandfathered
|
(i)
|
the Participant Separates from Service or an affiliate after having attained age 65;
|
(ii)
|
the Participant Separates from Service after having attained age 55 with ten years of service (as determined under the Retirement Plan) or an affiliate; or
|
(iii)
|
with respect to Grandfathered Deferred Compensation Plan Deferrals and Grandfathered Restoration Plan Benefits, the Committee, in its sole discretion, otherwise determines that the Participant has retired for this purpose.
|
(b)
|
Timing of Distributions - Participant’s Death
.
|
(i)
|
The Beneficiary may request (within a reasonable time after the Participant’s death, as specified by the Committee) that all remaining installment payments that are otherwise to be paid to the Beneficiary at least twelve (12) months after the date of the request be accelerated and paid in a single lump sum payment as of a date specified by the Committee that is at least twelve (12) months after the date of the request; or
|
(ii)
|
The Beneficiary may request (within a reasonable time after the Participant’s death, as specified by the Committee) that all remaining installment payments that are otherwise to be paid to the Beneficiary be accelerated and paid in the form of an immediate lump sum payment, subject to the requirement that ten percent (10%) of the remaining amounts be permanently forfeited.
|
(c)
|
Timing of Distributions - Participant’s Disability
.
|
(d)
|
Scheduled Distribution
. As a part of the Participant’s Deferral Election with respect to scheduled distributions, a Participant may elect to receive a lump sum distribution or annual installments (over 2, 3, 4 or 5 years, as elected by the Participant) equal to all or any part of the vested balance of the Participant’s Accounts to be paid (or commence to be paid) at a scheduled distribution date, subject to the timing requirements in Section 6.1(a) and the limitations of Section 3.7(b). For these purposes, the amount of each installment payment shall be determined by multiplying the value of the Participant’s remaining vested Accounts subject to the scheduled distribution election by a fraction, the numerator of which is one (1) and the denominator of which is the number of calendar years remaining in the installment period. These scheduled distributions are generally available only for distributions that are scheduled to commence to be paid while a Participant is employed by the Company. If a Participant incurs a Separation from Service before commencing receipt of scheduled distributions, the timing requirements of Section 6.1(a) shall apply (which requirements provide for payment upon Separation from Service, unless the Participant has attained retirement age, in which case a later distribution date may apply). If a Participant Separates from Service while receiving scheduled installment payments, such installment payments shall continue to be paid in the same form of distribution, subject to the Participant’s right to accelerate the remaining payments in accordance with Section 6.1(e) or Section 6.1(f). Notwithstanding the foregoing, if a Participant’s employment is terminated for cause, as determined by the Company, full payment of all remaining amounts attributable to Grandfathered Deferred Compensation Plan Deferrals and deferred Grandfathered Restoration Plan Benefits in such Participant’s Account shall be paid in the form of a single lump sum payment as soon as practicable after such termination.
|
(e)
|
Early Distribution - Grandfathered Deferrals
. Notwithstanding any other provision of the Plan, a Participant or Beneficiary may, at any time prior to or subsequent to commencement of payments, request in writing to the Committee to have any or all
|
(f)
|
Hardship Distribution
. At any time prior to the time an amount is otherwise payable hereunder, an active Participant may request a distribution of all or a portion of any vested amounts credited to the Participant’s Accounts on account of the Participant’s financial hardship, subject to the following requirements:
|
(i)
|
Such distribution shall be made, in the sole discretion of the Committee, if the Participant has incurred an unforeseeable emergency. The Committee shall consider any requests for payment under this Section 6.1(f) in accordance with the standards of interpretation described in Code Section 409A and the regulations and other guidance thereunder.
|
(ii)
|
For purposes of this Plan, an “unforeseeable emergency” shall be limited to a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s Spouse, the Participant’s Beneficiary, or of a Participant’s dependent (as defined in Code Section 152, without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)); loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); the need to pay for the funeral expenses of the Participant’s Spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in Code Section 152, without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Whether a Participant is faced with an unforeseeable emergency will be determined based on the relevant facts and circumstances of each case and be based on the information supplied by the Participant, in writing, pursuant to the procedure prescribed by the Committee. In addition to the foregoing, distributions under this subsection shall not be allowed for purposes of sending a child to college or the Participant’s desire to purchase a home or other residence. In all events, distributions made on account of an unforeseeable emergency are limited to the extent reasonably needed to satisfy the emergency need (which may include amounts necessary to pay any federal, state, local, or foreign income taxes or penalties reasonably anticipated to result from the distribution).
|
(iii)
|
Notwithstanding the foregoing, distribution on account of an unforeseeable emergency under this subsection may not be made to the extent that such emergency is or may be relieved:
|
(A)
|
through reimbursement or compensation by insurance or otherwise,
|
(B)
|
by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or
|
(C)
|
by cessation of deferrals under the Plan.
|
(iv)
|
All distributions under this subsection shall be made in cash as soon as practicable after the Committee has approved the distribution and that the requirements of this subsection have been met.
|
(v)
|
The minimum permitted hardship distribution shall be $3,000.
|
(a)
|
General
. Except as otherwise provided in this Article VI, all amounts payable from a Participant’s Accounts shall be paid in one of the forms of distribution described in this Section 6.2, as elected by the Participant in a Deferral Election or as modified by the Participant in accordance with Section 6.2(e) below. Any Participant who fails to elect a form of distribution with respect to any deferral amount (or any compensation type) shall be deemed to have elected to receive such amounts in the form of a lump sum distribution in cash and, to the extent distributable amounts are credited to the Participant’s Deferred Stock Account or Deferred Equity-Based Compensation Account, in shares of Common Stock (with any fractional share interest therein paid in cash to the extent of the then fair market value thereof).
|
(b)
|
Distribution Alternatives for Restoration Plan Benefits
. A Participant who is eligible to receive a Restoration Plan Benefit hereunder shall receive payment of such benefit in the Normal Form of Payment unless the Participant, subject to Section 6.2(e) below, elects an optional form of distribution as described in Section 6.2(d) below or an annuity form of benefit otherwise available under the Retirement Plan.
|
(c)
|
Lump Sum Distribution
. A Participant may elect, in accordance with such procedures established by the Committee, to have any vested deferral amounts credited to his Accounts paid in the form of a single lump sum distribution at the time otherwise required or permitted under the Plan.
|
(d)
|
Annual Installment Distributions
. A Participant may elect, in accordance with such procedures established by the Committee, to have any vested deferral amounts credited to his Accounts paid at the time otherwise required or permitted in the form of annual installments over a 5 or 10-year period commencing at the time otherwise required or permitted under the Plan and paid annually thereafter for the remainder of the installment period (subject to Section 6.1(b)). Notwithstanding the foregoing, in the case of any deferral amounts that were credited to a Participant’s Accounts prior to January 1, 2017 and that are vested, the Participant may elect, in accordance with such procedures established by the Committee, to have such amounts paid at the time otherwise required or permitted in the form of annual installments over a 15-year period commencing at the time otherwise required or permitted under the Plan and paid annually thereafter for the remainder of the installment period (subject to Section 6.1(b)). For these purposes, the amount of each installment payment shall be determined by multiplying the value of the Participant’s remaining vested Accounts by a fraction, the numerator of which is one (1) and the denominator of which is the number of calendar years remaining in the installment period. Notwithstanding the foregoing, if a Participant’s employment is terminated for cause, as determined by the Company, full payment of all remaining amounts attributable to Grandfathered Deferred Compensation Plan Deferrals and deferred Grandfathered Restoration Plan Benefits in such Participant’s Account shall be paid in the form of a single lump sum payment as soon as practicable after such termination.
|
(e)
|
Change in Form
|
(A)
|
Notwithstanding the foregoing, in accordance with the written, telephonic or electronic procedures prescribed by the Committee, a Participant may elect to change the form applicable to a particular category of deferral attributable to Grandfathered Deferred Compensation Plan Deferrals or deferred Grandfathered Restoration Plan Benefits at any time, provided that such election must be made at least twelve (12) consecutive months before the date on which such distribution otherwise would have been made or commenced. Any such change that is not in effect for at least the applicable twelve-month period shall be disregarded and the last valid election shall be substituted in its place. In the absence of such a valid election, distribution shall be made in the form of a single lump sum distribution in cash and, to the extent distributable amounts are credited to the Participant’s Deferred Stock Account, in shares of Common Stock (with any fractional share interest therein paid in cash to the extent of the then fair market value thereof).
|
(B)
|
In addition, with respect to a Participant who has commenced receiving his Grandfathered Deferred Compensation Plan Deferrals or deferred Grandfathered Restoration Plan Benefit paid in installment payments, such Participant may elect, pursuant to the written, telephonic or electronic method prescribed by the Committee (or its delegate), to have all remaining installment payments attributable to such grandfathered amounts that are otherwise to be paid to the Participant at least twelve (12) months after the date of the election be accelerated and paid in a single lump sum payment as of a date specified by the Committee that is at least twelve (12) months after the date of the election.
|
(A)
|
The election will not take effect until at least twelve months after the date on which the election is made and will not be recognized with respect to payments that would otherwise have commenced during such twelve-month period;
|
(B)
|
Except for payments made on account of a Participant’s death or financial hardship under Section 6.1(f), the payment with respect to which such election is made (or the first payment, in the case of installment payments) shall be deferred for a period of not less than five years from the date such payment would otherwise have been made;
|
(C)
|
Any election related to payments that would otherwise have commenced as of a specified time, as opposed to the Participant’s Separation from Service, may not be made less than twelve months
|
(D)
|
The election will not take effect if the payment (or the first payment, in the case of installment payments) would be scheduled to commence after the later of the date the Participant reaches age 70 or the date the Participant retires from active employment under the minimum deferral period required pursuant to (B) above.
|
(A)
|
General Rule
. Where, pursuant to Section 4.4(b)(iii) and this Section 6.2, a Participant wishes to waive the Normal Form of Payment with respect his Restoration Plan Benefit and elect an optional form of payment, the following requirements must be met:
|
(1)
|
The election will not take effect until at least twelve months after the date on which the election is made and will not be recognized with respect to payments that would otherwise have commenced during such twelve-month period;
|
(2)
|
Except for payments made on account of a Participant’s death, the first payment with respect to which such election is made shall be delayed for a period of not less than five years from the date such payment would otherwise have been made; and
|
(3)
|
Any election related to payments that would otherwise have commenced as of a specified time, as opposed to the Participant’s Separation from Service, may not be made less than twelve months prior to the date on which such payments would otherwise have commenced.
|
(B)
|
Annuity Election
. If a Participant elects to change the form of distribution with respect to a Restoration Plan Benefit to an annuity form of payment in accordance with subparagraph (A), the Participant may select the specific annuity form of payment at any time prior to commencement of annuity payments from among the following actuarially equivalent annuity options:
|
(1)
|
With respect to the portion of the Participant’s Restoration Plan Benefit that is determined using the final average pay formula under the Retirement Plan or that is otherwise described in Section 4.4(b)(i)(D): (i) a single life annuity payable for the
|
(2)
|
With respect to the portion of the Participant’s Restoration Plan Benefit that is determined using the cash balance formula under the Retirement Plan: (i) a single life annuity payable for the Participant’s lifetime; (ii) a joint and survivor annuity payable for the lives of the Participant and the Participant’s Spouse under which if the Spouse shall survive the Participant, benefit payments shall continue after the Participant’s death for the remaining lifetime of the Spouse in an amount equal to 50% or 75% or, if the Participant is age 55 or older on the date of benefit commencement, 100% (as elected by the Participant prior to benefit commencement) of the benefits payable during the Participant’s life; or (iii) if the Participant is age 55 or older on the date of benefit commencement, a guaranteed payments annuity option payable in either 60 or 120 monthly installments for the life of the Participant under which if the Participant dies before receiving the designated number of payments, the remaining benefit payments shall continue to the Participant’s Beneficiary after the Participant’s death.
|
(c)
|
Actuarial Factors for Determining Optional Annuity Payments
. Unless provided otherwise in a Participant’s Agreement, if any, if an annuity form of payment of a Restoration Plan Benefit is to be made to a Participant (or Beneficiary) whose Restoration Plan Benefit is determined in whole or in part using the cash balance formula under the Retirement Plan or that is otherwise described in Section 4.4(b)(i)(D), the annuity attributable to such portion of the Restoration Plan Benefit shall be calculated by first converting the Participant’s Restoration Plan Benefit expressed as an account balance benefit into a single life annuity at benefit commencement determined using the Applicable Interest Rate and the Applicable Mortality Table (as such terms are defined in the Retirement Plan) used under the Retirement Plan for converting a cash balance account to a single life annuity. If the Participant elects an optional form of annuity other than the single life annuity, the single life annuity determined pursuant to the immediately preceding sentence (or the single life annuity calculated with respect to the portion of the Participant’s Restoration Plan Benefit
|
(a)
|
Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Participant’s employment at any time, nor confer upon any Participant any right to continue in the employ of the Company.
|
(b)
|
Nothing in the Plan shall be construed to be evidence of any agreement or understanding, express or implied, that the Company will continue to employ a Participant in any particular position or at any particular rate of remuneration.
|
(c)
|
No employee shall have a right to be selected as a Participant, or, having been so selected, to be continued as a Participant.
|
(d)
|
Nothing in this Plan shall affect the right of a recipient to participate in and receive benefits under and in accordance with any pension, profit-sharing, deferred compensation or other benefit plan or program of the Company.
|
Exhibit 21 to Form 10-K
|
State of Jurisdiction of Incorporation
|
Percentage of Voting Securities Owned
|
|
|
|
|
|
|
Accuri Cytometers, Inc.
|
Delaware
|
100%
|
Atto BioScience, Inc.
|
Delaware
|
100%
|
Alverix, Inc.
|
Delaware
|
100%
|
ARX SA
|
Switzerland
|
100% (1)
|
Becton Dickinson Dispensing Belgium BVBA
|
Belgium
|
100% (1)
|
Becton Dickinson Dispensing Spain S.L.U.
|
Spain
|
100% (1)
|
Becton Dickinson Dispensing UK Ltd.
|
United Kingdom
|
100% (1)
|
Becton Dickinson Dispensing France SAS
|
France
|
100% (1)
|
Becton Dickinson Dispensing Ireland Limited
|
Ireland
|
100% (1)
|
Becton Dickinson Dispensing Norge AS
|
Norway
|
100% (1)
|
Becton Dickinson Biosciences, Systems and Reagents Inc.
|
California
|
100%
|
BD Holding S. de R.L. de C.V.
|
Mexico
|
100% (1)
|
Becton Dickinson Matrex Holdings, Inc.
|
Delaware
|
100%
|
BD Norge AS
|
Norway
|
100% (1)
|
BD Rapid Diagnostic (Suzhou) Co., Ltd.
|
China
|
100% (1)
|
BDIT Singapore Pte. Ltd.
|
Singapore
|
100% (1)
|
BD (West Africa) Limited
|
Ghana
|
100% (1)
|
BDX INO LLC
|
Delaware
|
100%
|
Becton Dickinson AcuteCare Holdings, Inc.
|
Delaware
|
100%
|
Becton Dickinson Advanced Pen Injection Systems GmbH
|
Switzerland
|
100% (1)
|
Becton Dickinson Argentina S.R.L.
|
Argentina
|
100% (1)
|
Becton Dickinson Asia Limited
|
Hong Kong
|
100% (1)
|
Becton Dickinson Asia Pacific Limited
|
British Virgin Islands
|
100%
|
Becton Dickinson Austria Holdings GmbH
|
Austria
|
100% (1)
|
Becton Dickinson Austria GmbH
|
Austria
|
100% (1)
|
Becton Dickinson Benelux N.V.
|
Belgium
|
100% (1)
|
Becton Dickinson Canada Inc.
|
Canada
|
100% (1)
|
Becton Dickinson Caribe Ltd.
|
Cayman Islands
|
100% (1)
|
Becton Dickinson Croatia d.o.o.
|
Croatia
|
100% (1)
|
Becton Dickinson de Colombia Ltda.
|
Colombia
|
100% (1)
|
Becton Dickinson Czechia s.r.o.
|
Czech Republic
|
100% (1)
|
Becton Dickinson del Uruguay S.A.
|
Uruguay
|
100% (1)
|
Becton Dickinson Distribution Center N.V.
|
Belgium
|
100% (1)
|
Becton Dickinson East Africa Ltd.
|
Kenya
|
100% (1)
|
Becton Dickinson Guatemala S.A.
|
Guatemala
|
100% (1)
|
Becton Dickinson Hellas S.A.
|
Greece
|
100% (1)
|
Becton Dickinson Hungary Kft.
|
Hungary
|
100% (1)
|
Becton Dickinson India Private Limited
|
India
|
100% (1)
|
Becton Dickinson Infusion Therapy AB
|
Sweden
|
100% (1)
|
Becton Dickinson A/S
|
Denmark
|
100% (1)
|
Becton Dickinson Infusion Therapy B.V.
|
Netherlands
|
100% (1)
|
Becton Dickinson Infusion Therapy Holdings AB
|
Sweden
|
100% (1)
|
Becton Dickinson Infusion Therapy Systems Inc., S.A. de C.V.
|
Mexico
|
100% (1)
|
Becton Dickinson Infusion Therapy UK
|
United Kingdom
|
100% (1)
|
Becton Dickinson Infusion Therapy Systems Inc.
|
Delaware
|
100%
|
Becton Dickinson Infusion Therapy Holdings UK Limited
|
United Kingdom
|
100% (1)
|
Becton Dickinson Insulin Syringe, Ltd.
|
Cayman Islands
|
100% (1)
|
Becton Dickinson Ithalat Ihracat Limited Sirketi
|
Turkey
|
100% (1)
|
Becton Dickinson Korea Holding, Inc.
|
Delaware
|
100%
|
Becton Dickinson Korea Ltd.
|
Korea
|
100% (1)
|
Becton Dickinson Malaysia, Inc.
|
Oregon
|
100%
|
Becton Dickinson (Mauritius) Limited
|
Mauritius
|
100%
|
Becton Dickinson Medical (S) Pte Ltd.
|
Singapore
|
100% (1)
|
Becton Dickinson Medical Devices (Shanghai) Co., Ltd.
|
P.R.C.
|
100% (1)
|
Becton Dickinson Medical Devices (Suzhou) Co., Ltd.
|
P.R.C.
|
100% (1)
|
Becton Dickinson Medical Products Pte. Ltd.
|
Singapore
|
100%
|
Becton Dickinson Ltd.
|
New Zealand
|
100% (1)
|
Becton Dickinson O.Y.
|
Finland
|
100% (1)
|
Becton Dickinson Overseas Services Ltd.
|
Nevada
|
100%
|
Becton Dickinson Pen Limited
|
Ireland
|
100% (1)
|
Becton Dickinson Penel Limited
|
Cayman Islands
|
100% (1)
|
Becton Dickinson Philippines, Inc.
|
Philippines
|
100% (1)
|
Becton Dickinson Polska Sp.z.o.o.
|
Poland
|
100% (1)
|
Becton Dickinson Pty. Ltd.
|
Australia
|
100% (1)
|
Becton Dickinson (Pty) Ltd.
|
South Africa
|
100% (1)
|
Becton Dickinson Sdn. Bhd.
|
Malaysia
|
100% (1)
|
Becton Dickinson Sample Collection GmbH
|
Switzerland
|
100% (1)
|
Becton Dickinson Slovakia s.r.o.
|
Slovakia
|
100% (1)
|
Becton Dickinson (Thailand) Limited
|
Thailand
|
100% (1)
|
Becton Dickinson Venezuela, C.A.
|
Venezuela
|
100% (1)
|
Becton Dickinson Venture LLC
|
Delaware
|
100%
|
BD Ventures LLC
|
New Jersey
|
100%
|
Becton Dickinson Vostok LLC
|
Russia
|
100% (1)
|
Becton Dickinson, S.A.
|
Spain
|
100% (1)
|
Becton, Dickinson A.G.
|
Switzerland
|
100% (1)
|
Becton, Dickinson Aktiebolag
|
Sweden
|
100% (1)
|
Becton, Dickinson and Company, Ltd.
|
Ireland
|
100% (1)
|
Becton, Dickinson B.V.
|
Netherlands
|
100% (1)
|
Becton, Dickinson de Mexico, S.A. de C.V.
|
Mexico
|
100% (1)
|
Becton Dickinson France S.A.S.
|
France
|
100% (1)
|
Becton Dickinson GmbH
|
Germany
|
100% (1)
|
Becton, Dickinson Industrias Cirurgicas, Ltda.
|
Brazil
|
100% (1)
|
Becton, Dickinson Italia S.p.A.
|
Italy
|
100% (1)
|
B-D U.K. Holdings Limited
|
United Kingdom
|
100% (1)
|
Becton Dickinson U.K. Limited
|
United Kingdom
|
100% (1)
|
Benex Ltd.
|
Ireland
|
100% (1)
|
BioVenture Centre Pte. Ltd.
|
Singapore
|
100%
|
CareFusion Corporation
|
Delaware
|
100%
|
CareFusion Australia 316 Pty Limited
|
Australia
|
100% (1)
|
CareFusion Austria 322 GmbH
|
Austria
|
100% (1)
|
CareFusion D.R. 203 Ltd.
|
Bermuda
|
100% (1)
|
CareFusion BH 335 d.o.o.
|
Bosnia
|
100% (1)
|
Intermed Equipamento Médico Hospitalar Ltda.
|
Brazil
|
100% (1)
|
STAR - Servicos de Assistencia Tecnica A Equipamento Medico Hospitalar Ltda.
|
Brazil
|
100% (1)
|
CareFusion Canada 307 ULC
|
Canada
|
100% (1)
|
Cardinal Health Trading (Shanghai) Co. Ltd.
|
China
|
100% (1)
|
CareFusion Asia (HK) Limited
|
Hong Kong
|
100% (1)
|
CareFusion (Shanghai) Commercial and Trading Co. Limited
|
China
|
100% (1)
|
CareFusion Hong Kong Limited
|
Hong Kong
|
100% (1)
|
Shenzhen Vital Signs - KTL Medical Instrument Co., Ltd.
|
China
|
100% (1)
|
Vital Signs Hong Kong Limited
|
Hong Kong
|
100% (1)
|
CareFusion Denmark 329 A/S
|
Denmark
|
100% (1)
|
CareFusion 323 DMCC
|
Dubai
|
100% (1)
|
CareFusion Finland 320 Oy
|
Finland
|
100% (1)
|
CareFusion France 309 S.A.S.
|
France
|
100% (1)
|
CareFusion Germany 234 GmbH
|
Germany
|
100% (1)
|
CareFusion Germany 277 GmbH
|
Germany
|
100% (1)
|
CareFusion Germany 318 GmbH
|
Germany
|
100% (1)
|
Becton Dickinson Rowa Germany GmbH
|
Germany
|
100% (1)
|
CareFusion Germany 506 GmbH
|
Germany
|
100% (1)
|
Cardinal Health India Private Limited
|
India
|
100% (1)
|
Care Fusion Development Private Limited
|
India
|
100% (1)
|
CareFusion Israel 330 Ltd.
|
Israel
|
100% (1)
|
Becton Dickinson Rowa Italy Srl
|
Italy
|
100% (1)
|
CareFusion Italy 311 S.r.l.
|
Italy
|
100% (1)
|
CareFusion Italy 312 S.p.A.
|
Italy
|
100% (1)
|
CareFusion Italy 327 S.r.l.
|
Italy
|
100% (1)
|
CareFusion Japan 324 GK
|
Japan
|
100% (1)
|
CareFusion Korea 334 Limited
|
Korea
|
100% (1)
|
CareFusion Malaysia 325 Sdn Bhd
|
Malaysia
|
100% (1)
|
CareFusion Mexico 215 SA de CV
|
Mexico
|
100% (1)
|
Enturia de México S. de R.L. de C.V.
|
Mexico
|
100% (1)
|
Productos Urologos de México SA de C.V.
|
Mexico
|
100% (1)
|
Sistemas Médicos ALARIS, S.A. de C.V.
|
Mexico
|
100% (1)
|
CareFusion Netherlands 238 B.V.
|
Netherlands
|
100% (1)
|
CareFusion Netherlands 310 B.V.
|
Netherlands
|
100% (1)
|
CareFusion Netherlands 328 B.V.
|
Netherlands
|
100% (1)
|
CareFusion Netherlands 503 B.V.
|
Netherlands
|
100% (1)
|
CareFusion Netherlands 504 B.V.
|
Netherlands
|
100% (1)
|
CareFusion Netherlands Financing 283 C.V.
|
Netherlands
|
100% (1)
|
Dutch American Manufacturers (D.A.M.) B.V.
|
Netherlands
|
100% (1)
|
CareFusion New Zealand 313 Limited
|
New Zealand
|
100% (1)
|
CareFusion Norway 315 A/S
|
Norway
|
100% (1)
|
CareFusion Portugal 332 - Produtos Médicos, LDA
|
Portugal
|
100% (1)
|
CareFusion RUS 333 Limited Liability Company
|
Russia
|
100% (1)
|
CareFusion Singapore 243 Pte. Ltd.
|
Singapore
|
100% (1)
|
CareFusion S.A. 319 (Proprietary) Limited
|
South Africa
|
100% (1)
|
CareFusion Iberia 308 S.L.
|
Spain
|
100% (1)
|
Sendal, S.L.U.
|
Spain
|
100% (1)
|
CareFusion Sweden 314 AB
|
Sweden
|
100% (1)
|
BD Switzerland Sarl
|
Switzerland
|
100% (1)
|
CareFusion Turkey Tibbi Cihazlar Ticaret Anonim Sirketi
|
Turkey
|
100% (1)
|
CareFusion U.K. 232 Limited
|
United Kingdom
|
100% (1)
|
CareFusion U.K. 235 Limited
|
United Kingdom
|
100% (1)
|
CareFusion U.K. 236 Limited
|
United Kingdom
|
100% (1)
|
CareFusion U.K. 244 Limited
|
United Kingdom
|
100% (1)
|
CareFusion U.K. 305 Limited
|
United Kingdom
|
100% (1)
|
CareFusion U.K. 306 Limited
|
United Kingdom
|
100% (1)
|
Sendal U.K.
|
United Kingdom
|
100% (1)
|
U.K. Medical, Ltd.
|
United Kingdom
|
100% (1)
|
U.K. Medical Holdings Ltd.
|
United Kingdom
|
100% (1)
|
Bird Products Corporation
|
California
|
100% (1)
|
Medegen, LLC
|
California
|
100% (1)
|
SensorMedics Corporation
|
California
|
100% (1)
|
Cardal II, LLC
|
Delaware
|
100% (1)
|
CareFusion 202, Inc.
|
Delaware
|
100% (1)
|
CareFusion 203, Inc.
|
Delaware
|
100% (1)
|
CareFusion 206, Inc.
|
Delaware
|
100% (1)
|
CareFusion 207, Inc.
|
Delaware
|
100% (1)
|
CareFusion 211, Inc.
|
Delaware
|
100% (1)
|
CareFusion 213, LLC
|
Delaware
|
100% (1)
|
CareFusion 2200, Inc.
|
Delaware
|
100% (1)
|
CareFusion 2201, Inc.
|
Delaware
|
100% (1)
|
CareFusion 302, LLC
|
Delaware
|
100% (1)
|
CareFusion 303, Inc.
|
Delaware
|
100% (1)
|
CareFusion 304, LLC
|
Delaware
|
100% (1)
|
CareFusion Manufacturing, LLC
|
Delaware
|
100% (1)
|
CareFusion Resources, LLC
|
Delaware
|
100% (1)
|
CareFusion Solutions, LLC
|
Delaware
|
100% (1)
|
EME Medical, Inc.
|
Delaware
|
100% (1)
|
IVAC Overseas Holding L.P.
|
Delaware
|
100% (1)
|
VIASYS Holdings Inc.
|
Delaware
|
100% (1)
|
Vital Signs, Inc.
|
Delaware
|
100% (1)
|
CareFusion 205, Inc.
|
Illinois
|
100% (1)
|
Enturican, Inc.
|
Kansas
|
100% (1)
|
Vital Signs Sales Corporation
|
New Jersey
|
100% (1)
|
Surgical Site Solutions, Inc.
|
Wisconsin
|
100% (1)
|
Cell Analysis Systems, Inc.
|
Illinois
|
100% (1)
|
Corporativo BD de Mexico, S. de R.L. de C.V.
|
Mexico
|
100% (1)
|
Cytopeia
|
Washington
|
100%
|
D.L.D., Ltd.
|
Bermuda
|
100% (1)
|
Dantor S.A.
|
Uruguay
|
100% (1)
|
Difco Laboratories Incorporated
|
Michigan
|
100%
|
Distribuidora BD Mexico, S.A. de C.V.
|
Mexico
|
100% (1)
|
Procesos para Esterilizacion, S.A. de C.V.
|
Mexico
|
100% (1)
|
Franklin Lakes Enterprises, L.L.C.
|
New Jersey
|
100%
|
GenCell USA, LLC
|
Wisconsin
|
100%
|
GenCell DX Limited
|
Ireland
|
100%
|
GenCell Biosystems Ltd.
|
Ireland
|
100%
|
GeneOhm Sciences Canada Inc.
|
Canada
|
100% (1)
|
Healthcare Holdings in Sweden AB
|
Sweden
|
100% (1)
|
HandyLab, Inc.
|
Delaware
|
100%
|
IBD Holdings LLC
|
Delaware
|
50%(1)
|
Staged Diabetes Management LLC
|
New Jersey
|
50% (1)
|
Matrex Salud, de R.L. de C.V.
|
Mexico
|
50% (1)
|
Med-Safe Systems, Inc.
|
California
|
100%
|
Nippon Becton Dickinson Company, Ltd.
|
Japan
|
100% (1)
|
PharMingen
|
California
|
100%
|
Phase Medical, Inc.
|
California
|
100% (1)
|
PreAnalytiX GmbH
|
Switzerland
|
50% (1)
|
Abastecedora de Dispositivos Medicos JL S.A. de C.V.
|
Mexico
|
100% (1)
|
TriPath Imaging, Inc.
|
Delaware
|
100%
|
Becton Dickinson Europe Holdings S.A.S.
|
France
|
100% (1)
|
Becton Dickinson Management GmbH & Co. KG
|
Germany
|
100% (1)
|
Becton Dickinson Verwaltungs GmbH
|
Germany
|
100% (1)
|
Becton Dickinson Ireland Holding Limited
|
Ireland
|
100% (1)
|
Becton Dickinson Luxembourg S.a.r.L.
|
Luxembourg
|
100% (1)
|
Becton Dickinson Holdings Pte Ltd.
|
Singapore
|
100% (1)
|
Becton Dickinson Luxembourg LLC
|
Delaware
|
100% (1)
|
Becton Dickinson Luxembourg II LLC
|
Delaware
|
100%
|
Becton Dickinson Luxembourg II S.C.S.
|
Luxembourg
|
95%/5% (1)
|
Becton Dickinson Luxembourg III LLC
|
Luxembourg
|
100% (1)
|
Becton Dickinson Luxembourg III LLC S.C.S.
|
Luxembourg
|
100% (1)
|
Becton Dickinson Luxembourg Holdings S.a.r.L
|
Luxembourg
|
100% (1)
|
Becton Dickinson Luxembourg Holdings II S.a.r.L
|
Luxembourg
|
100% (1)
|
Becton Dickinson Sweden Holdings AB
|
Sweden
|
100% (1)
|
Carmel Pharma AB
|
Sweden
|
100% (1)
|
Carmel Pharma GmbH
|
Germany
|
100% (1)
|
Becton Dickinson (Gibraltar) Management Limited
|
Gibraltar
|
100% (1)
|
Becton Dickinson Asia Holdings Ltd.
|
Gibraltar
|
100% (1)
|
Becton Dickinson Luxembourg LLC S.C.S.
|
Luxembourg
|
100% (1)
|
Becton Dickinson Worldwide Investments Sa.r.L.
|
Luxembourg
|
100% (1)
|
Becton Dickinson (Gibraltar) Holdings Ltd.
|
Gibraltar
|
100% (1)
|
Becton Dickinson Management S.a.r.L
|
Luxembourg
|
100% (1)
|
Becton Dickinson Bermuda L.P.
|
Bermuda
|
100% (1)
|
Becton Dickinson Luxembourg Finance S.a.r.L.
|
Luxembourg
|
100% (1)
|
Becton Dickinson (Gibraltar) Limited
|
Gibraltar
|
100% (1)
|
Becton Dickinson Netherlands Holdings B.V.
|
Netherlands
|
100% (1)
|
Becton Dickinson Netherlands Holdings II B.V.
|
Netherlands
|
100% (1)
|
Sirigen, Inc.
|
California
|
100%
|
Sirigen Limited
|
United Kingdom
|
100% (1)
|
Sirigen Group Limited
|
United Kingdom
|
100% (1)
|
Sirigen II Limited
|
United Kingdom
|
100% (1)
|
Safety Syringes, Inc.
|
California
|
100%
|
BD Kiestra BV
|
Netherlands
|
100% (1)
|
Kiestra Lab Automation U.K. Ltd
|
United Kingdom
|
100%(1)
|
Chemocato LLC
|
Delaware
|
100% (1)
|
Cato Software Solutions Polska sp.z.o.o.
|
Poland
|
100% (1)
|
Becton Dickinson GSA Beteilgungs GmbH
|
Germany
|
100% (1)
|
Becton Dickinson Zambia
|
Zambia
|
100% (1)
|
PT Becton Dickinson Indonesia
|
Indonesia
|
100% (1)
|
Alverix (M) Sdn. Bhd.
|
Malaysia
|
100% (1)
|
CRISI Medical Systems, Inc.
|
Delaware
|
100%
|
Cellular Research, Inc.
|
Delaware
|
100%
|
|
|
|
|
|
|
(1)
|
Registration Statements on Form S-8 Nos. 33-23055, 33-33791, 33-64115, 333-11885, 333-16091, 333-118235, 333-147594, 333-161129, 333-161215, 333-170821 and 333-199830 of Becton, Dickinson and Company;
|
(2)
|
Registration Statements on Form S-3 Nos. 333-23559, 333-38193, 333-104019, 333-134143, 333-159102, 333-183059, 333-206020, 333-195887 and 333-195921 of Becton, Dickinson and Company; and
|
(3)
|
Registration Statement on Form S-4 No. 333-203013 of Becton, Dickinson and Company;
|
|
|
|
/s/ Basil L. Anderson
|
|
/s/ Gary A. Mecklenburg
|
Basil L. Anderson
|
|
Gary A. Mecklenburg
|
|
|
|
/s/ Catherine M. Burzik
|
|
/s/ James F. Orr
|
Catherine M. Burzik
|
|
James F. Orr
|
|
|
|
/s/ R. Andrew Eckert
|
|
/s/ Willard J. Overlock, Jr.
|
R. Andrew Eckert
|
|
Willard J. Overlock, Jr.
|
|
|
|
/s/ Vincent A. Forlenza
|
|
/s/ Claire Pomeroy
|
Vincent A. Forlenza
|
|
Claire Pomeroy
|
|
|
|
/s/ Claire M. Fraser
|
|
/s/ Rebecca W. Rimel
|
Claire M. Fraser
|
|
Rebecca W. Rimel
|
|
|
|
/s/ Christopher Jones
|
|
/s/ Bertram L. Scott
|
Christopher Jones
|
|
Bertram L. Scott
|
|
|
|
/s/ Marshall O. Larsen
|
|
|
Marshall O. Larsen
|
|
|
Date: November 23, 2016
|
|
/s/ Vincent A. Forlenza
|
Vincent A. Forlenza
|
Chairman, Chief Executive Officer and President
|
Date: November 23, 2016
|
|
/s/ Christopher R. Reidy
|
Christopher R. Reidy
|
Executive Vice President, Chief Financial Officer and Chief Administrative Officer
|
Date: November 23, 2016
|
|
/s/ Vincent A. Forlenza
|
Vincent A. Forlenza
|
Chief Executive Officer
|
Date: November 23, 2016
|
|
/s/ Christopher R. Reidy
|
Christopher R. Reidy
|
Chief Financial Officer
|