BDX 10-K Annual Report Sept. 30, 2017 | Alphaminr
BECTON DICKINSON & CO
ALPHAMINR

BDX 10-K Fiscal year ended Sept. 30, 2017

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BECTON DICKINSON & CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 Summary Of Significant Accounting PoliciesNote 2 Accounting ChangesNote 3 Shareholders EquityNote 4 Earnings Per ShareNote 5 Commitments and ContingenciesNote 6 Segment DataNote 7 Share-based CompensationNote 8 Benefit PlansNote 9 AcquisitionsNote 10 DivestitureNote 11 Business Restructuring ChargesNote 12 Intangible AssetsNote 13 Derivative Instruments and Hedging ActivitiesNote 14 Financial Instruments and Fair Value MeasurementsNote 15 DebtNote 16 Income TaxesNote 17 Sales-type Leases and Financing ReceivablesNote 18 Supplemental Financial InformationItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules

Exhibits

2(a) Agreement and Plan of Merger, dated as of April 23, 2017, among C.R. Bard, Inc., Becton, Dickinson and Company and Lambda Corp. Incorporated by reference to Exhibit 2.1 to the registrants Current Report on Form 8-K dated April 24, 2017. 2(b) Amendment No. 1, dated July 28, 2017, to the Agreement and Plan of Merger, dated as of April 23, 2017, among C.R. Bard, Inc., Becton, Dickinson and Company and Lambda Corp. Incorporated by reference to Exhibit 2.1 to the registrants Current Report on Form 8-K dated July 28, 2017. 3(a)(i) Restated Certificate of Incorporation, dated as of January29, 2013. Incorporated by reference to Exhibit 3(a) to the registrants Quarterly Report on Form10-Q for the period ended March 31, 2013. 3(a)(ii) Certificate of Amendment of the Restated Certificate of Incorporation, filed with the State of New Jersey Department of Treasury and effective May 15, 2017. Incorporated by reference to Exhibit 4.1 to the registrants registration statement on Form 8-A filed on May 16, 2017. 3(b) By-Laws, as amended and restated as of April 23, 2017. Incorporated by reference to Exhibit 3.1 to the registrants Current Report on Form 8-K dated April 24, 2017. 4(d) 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(e) Form of 2.133% Notes due June 6, 2019. Incorporated by reference to Exhibit 4.1 of the registrants Current Report on Form 8-K filed on June 5, 2017. 4(f) Form of 2.675% Notes due December 15, 2019. Incorporated by reference to Exhibit 4.3 of the registrants Current Report on Form 8-K filed on December 15, 2014. 4(g) Form of 2.404% Notes due June 5, 2020. Incorporated by reference to Exhibit 4.2 of the registrants Current Report on Form 8-K filed on June 5, 2017. 4(h) Form of 3.25% Notes due November 12, 2020. Incorporated by reference to Exhibit 4.1 of the registrants Current Report on Form 8-K filed on November 12, 2010. 4(i) Form of 3.125% Notes due November 8, 2021. Incorporated by reference to Exhibit 4.2 of the registrants Current Report on Form 8-K filed on November 8, 2011. 4(j) Form of 2.894% Notes due June 6, 2022. Incorporated by reference to Exhibit 4.3 of the registrants Current Report on Form 8-K filed on June 5, 2017. 4(k) Form of 3.363% Notes due June 6, 2024. Incorporated by reference to Exhibit 4.5 of the registrants Current Report on Form 8-K filed on June 5, 2017. 4(l) Form of 3.734% Notes due December 15, 2024. Incorporated by reference to Exhibit 4.4 of the registrants Current Report on Form 8-K filed on December 15, 2014. 4(m) Form of 3.700% Notes due June 6, 2027. Incorporated by reference to Exhibit 4.6 of the registrants Current Report on Form 8-K filed on June 5, 2017. 4(n) Form of 6.00% Notes due May 15, 2039. Incorporated by reference to Exhibit 4.2 of the registrants Current Report on Form 8-K filed on May 13, 2009. 4(o) Form of 5.00% Notes due November 12, 2040. Incorporated by reference to Exhibit 4.2 of the registrants Current Report on Form 8-K filed on November 12, 2010. 4(p) Form of 4.685% Notes due December 15, 2044. Incorporated by reference to Exhibit 4.5 of the registrants Current Report on Form 8-K filed on December 15, 2014. 4(q) Form of 4.669% Notes due June 6, 2047. Incorporated by reference to Exhibit 4.7 of the registrants Current Report on Form 8-K filed on June 5, 2017. 4(r) Form of Floating Rate Notes due June 6, 2022. Incorporated by reference to Exhibit 4.4 of the registrants Current Report on Form 8-K filed on June 5, 2017. 4(s) Form of 3.300% Senior Notes due March 1, 2023. Incorporated by reference to Exhibit 4.4 of the registrants Current Report on Form 8-K filed on April 29, 2015. 4(t) Form of 3.875% Senior Notes due May 15, 2024. Incorporated by reference to Exhibit 4.5 of the registrants Current Report on Form 8-K filed on April 29, 2015. 4(u) Form of 4.875% Senior Notes due May 15, 2044. Incorporated by reference to Exhibit 4.6 of the registrants Current Report on Form 8-K filed on April 29, 2015. 4(v) Form of Certificate for the 6.125% Mandatory Convertible Preferred Stock, Series A. Incorporated by reference to Exhibit 4.2 to the registrants registration statement on Form 8-A filed on May 16, 2017. 4(w) Deposit Agreement, dated as of May 16, 2017, among Becton, Dickinson and Company and Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary and Computershare Trust company, N.A., acting as Registrar and Transfer Agent, on behalf of the holders from time to time of the depositary receipts described therein. Incorporated by reference to Exhibit 4.3 to the registrants registration statement on Form 8-A filed on May 16, 2017. 4(x) Form of Depositary Receipt for the Depositary Shares. Incorporated by reference to Exhibit 4.4 to the registrants registration statement on Form 8-A filed on May 16, 2017. 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 registrants Quarterly Report on Form10-Q for the period ended December31, 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 registrants Annual Report on Form10-K for the fiscal year ended September 30, 2013. 10(b) Stock Award Plan, as amended and restated as of January31, 2006.* Incorporated by reference to Exhibit 10(a) to the registrants Quarterly Report on Form10-Q for the period ended December31, 2005. 10(c) Performance Incentive Plan, as amended and restated January 24, 2017.* Incorporated by reference to Exhibit 10.1 to the registrants Quarterly Report on Form10-Q for the period ended March 31, 2017. 10(d) Deferred Compensation and Retirement Benefit Restoration Plan, as amended and restated as of September 27, 2016.* Incorporated by reference to Exhibit 10(d) to the registrants Annual Report on Form10-K for the fiscal year ended September 30, 2016. 10(e) 1996 Directors Deferral Plan, as amended and restated as of November 25, 2014.* Incorporated by reference to Exhibit 10.2 to the registrants Current Report on Form8-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 registrants Current Report on Form8-K dated March27, 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 registrants Current Report on Form8-K dated January 29, 2016. 10(g)(ii) Terms of Awards under 2004 Employee and Director Equity-Based Compensation Plan and Stock Award Plan.* Incorporated by reference to Exhibit 10(g)(ii) to the registrants Annual Report on Form10-K for the fiscal year ended September 30, 2016. 10(h) Five-Year Credit Agreement, dated January 29, 2016 among the registrant and the banks named therein (term has been extended to January 24, 2022). Incorporated by reference to Exhibit 10 to the registrants Current Report on Form 8-K dated February 4, 2016. 10(i) 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 registrants Current Report on Form8-K filed December 14, 2014. 10(j) Form of Commercial Paper Dealer Agreement. Incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K filed on January 6, 2015. 10(k) 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. 10(l) Letter of Understanding dated March 28, 2016 between Becton, Dickinson and Company and Alexandre Conroy.* Incorporated by reference to Exhibit 10 to the registrants Quarterly Report on Form10-Q for the period ended December 31, 2016. 10(m) Three-Year Term Loan Agreement, dated as of May 12, 2017, by and among Becton, Dickinson and Company, the lenders party thereto, and Citibank, N.A., as administrative agent. Incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form8-K filed May 10, 2017. 10(n) Credit Agreement, dated as of May 12, 2017, by and among Becton, Dickinson and Company, the banks and issuers of letters of credit party thereto and Citibank, N.A., as administrative agent. Incorporated by reference to Exhibit 10.2 to the registrants Current Report on Form8-K filed May 10, 2017. 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 Rule13(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