Cover and table of contents

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Cover and table of contents

10-K 1 bdx2018-09x3010xk.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2018

COMMISSION FILE NUMBER 1-4802

BECTON, DICKINSON AND COMPANY

(Exact name of registrant as specified in its charter)

New Jersey22-0760120
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1 Becton Drive Franklin Lakes, New Jersey (Address of principal executive offices)07417-1880 (Zip code)

Registrant’s telephone number, including area code (201) 847-6800

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassName of Each Exchange on Which Registered
Common Stock, par value $1.00New York Stock Exchange
Depositary Shares, each representing a 1/20th interest in a share of 6.125% Cumulative Preferred Stock Series ANew York Stock Exchange
0.368% Notes due June 6, 2019New York Stock Exchange
1.000% Notes due December 15, 2022New York Stock Exchange
1.900% Notes due December 15, 2026New York Stock Exchange
1.401% Notes due May 24, 2023New York Stock Exchange
3.020% Notes due May 24, 2025New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.

Large accelerated filerþAccelerated filer¨Non-accelerated filer¨
Smaller reporting company¨Emerging growth company¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ

As of March 31, 2018, the aggregate market value of the registrant’s outstanding common stock held by non-affiliates of the registrant was approximately $56,903,426,170.

As of October 31, 2018, 268,257,940 shares of the registrant’s common stock were outstanding.

Documents Incorporated by Reference Portions of the registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held January 22, 2019 are incorporated by reference into Part III hereof.

TABLE OF CONTENTS

PART I1
Item 1. Business1
Item 1A. Risk Factors10
Item 1B. Unresolved Staff Comments18
Item 2. Properties18
Item 3. Legal Proceedings19
Item 4. Mine Safety Disclosures19
Executive Officers of the Registrant20
PART II21
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities21
Item 6. Selected Financial Data22
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations22
Item 7A. Quantitative and Qualitative Disclosures About Market Risk43
Item 8. Financial Statements and Supplementary Data44
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure99
Item 9A. Controls and Procedures99
Item 9B. Other Information100
PART III100
Item 10. Directors, Executive Officers and Corporate Governance100
Item 11. Executive Compensation100
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters100
Item 13. Certain Relationships and Related Transactions, and Director Independence100
Item 14. Principal Accounting Fees and Services100
PART IV100
Item 15. Exhibits, Financial Statement Schedules101
SIGNATURES102
EXHIBIT INDEX104

PART I

Next: Item 1. Business.