BECTON, DICKINSON AND COMPANY
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1 Becton Drive, Franklin Lakes, New Jersey
(Address of Principal Executive Offices)
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Currency-Neutral Revenue Growth. We present revenue growth rates for the third quarter and first nine months of fiscal year 2018, and the corresponding prior periods, after eliminating the effect of foreign currency translation, which can fluctuate from period to period. Management believes these adjustments help investors to better understand the underlying performance of BD compared to the prior periods.
Comparable Revenue Growth. We present our estimated revenue growth for the third quarter and first nine months of fiscal year 2018 on an adjusted “comparable”, currency-neutral basis, which assumes that our acquisition of C.R. Bard, Inc. ("Bard") occurred at the start of our 2017 fiscal year, with adjustments to (1) account for the movement of certain product lines between our Medical segment and Interventional segment, (2) eliminate the revenues relating to certain divestitures, (3) account for the reclassification of certain royalties previously reported by Bard as revenues; and (4) eliminate intercompany revenues. We also show estimated comparable revenue growth for fiscal year 2018 for the total company and Interventional segment after adjusting for the estimated adverse impact of Hurricane Maria in Puerto Rico during BD’s first fiscal quarter of fiscal 2018 and, for the total company, after further adjusting for the estimated impact of our previously announced change in the business model of our dispensing business. We believe these non-GAAP measures of revenue growth help investors better understand and evaluate the performance of the combined company following the Bard acquisition, as well as our revenue guidance for fiscal year 2018 in relation to fiscal year 2017, as they allow for year-to-year comparability.
Adjusted Earnings Per Share. We present diluted earnings per share (“EPS”) for the third quarter and first nine months of fiscal year 2018, and the corresponding prior periods, after eliminating items that we believe are not part of our ordinary operations and affect the comparability of the periods presented (“adjusted EPS”). These include adjustments for purchase accounting adjustments, acquisition-related transaction, integration and restructuring costs, financing costs, hurricane recovery costs, the loss resulting from the extinguishment of certain long-term debt, the reversal of a litigation reserve, the net impact of investment gains and asset impairments, a non-cash charge related to the previously mentioned change in the business model of our dispensing business, the dilutive impact of shares issued to fund the Bard acquisition, and additional tax expense relating to the recent U.S. tax legislation. We believe adjustments for these items allow investors to better understand the underlying operating results of BD and facilitate comparisons between the periods shown. We also show the growth in adjusted EPS compared to the prior year periods after eliminating the impact of foreign currency translation to further enable investors to evaluate BD’s underlying earnings performance compared to the prior year periods.
/s/ Gary DeFazio
Senior Vice President and Corporate Secretary