BDX 10-K Annual Report Sept. 30, 2020 | Alphaminr
BECTON DICKINSON & CO
ALPHAMINR

BDX 10-K Fiscal year ended Sept. 30, 2020

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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 RevenuesNote 7 Segment DataNote 8 Share-based CompensationNote 9 Benefit PlansNote 10 AcquisitionsNote 11 DivestituresNote 12 Business Restructuring ChargesNote 13 Intangible AssetsNote 14 Derivative Instruments and Hedging ActivitiesNote 15 Financial Instruments and Fair Value MeasurementsNote 16 DebtNote 17 Income TaxesNote 18 LeasesNote 19 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 SchedulesItem 16. Form 10-k Summary

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 filed on 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 filed on July 28, 2017. 3(a) Restated Certificate of Incorporation, dated as of January30, 2019. Incorporated by reference to Exhibit 3 to the registrants Quarterly Report on Form10-Q for the period ended December 31, 2018. 3(b) Certificate of Amendment to the Companys Restated Certificate of Incorporation, filed with the New Jersey Secretary of State and effective May 21, 2020. Incorporated by reference to Exhibit 4.1 to the registration statement on Form 8-A filed by the Company on May 26, 2020. 3(c) By-Laws, as amended and restated as of September 29, 2020. Incorporated by reference to Exhibit 3.1 to the registrants Current Report on Form 8-K filed on October 5, 2020. 4(d) Form of 6.000% Notes due May 15, 2039. Incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed on May 13, 2009. 4(e) Form of 3.250% Notes due November 12, 2020. Incorporated by reference to Exhibit 4.1 to the registrants Current Report on Form 8-K filed on November 12, 2010. 4(f) Form of 5.000% Notes due November 12, 2040. Incorporated by reference to Exhibit 4.2 to the registrants Current Report on Form 8-K filed on November 12, 2010. 4(g) Form of 3.125% Notes due November 8, 2021. Incorporated by reference to Exhibit 4.2 to the registrants Current Report on Form 8-K filed on November 8, 2011. 4(h) Form of 3.734% Notes due December 15, 2024. Incorporated by reference to Exhibit 4.4 to the registrants Current Report on Form 8-K filed on December 15, 2014. 4(i) Form of 4.685% Notes due December 15, 2044. Incorporated by reference to Exhibit 4.5 to the registrants Current Report on Form 8-K filed on December 15, 2014. 4(j) Form of 3.300% Senior Notes due March 1, 2023. Incorporated by reference to Exhibit 4.4 to the registrants Current Report on Form 8-K filed on April 29, 2015. 4(k) Form of 3.875% Senior Notes due May 15, 2024. Incorporated by reference to Exhibit 4.5 to the registrants Current Report on Form 8-K filed on April 29, 2015. 4(l) Form of 4.875% Senior Notes due May 15, 2044. Incorporated by reference to Exhibit 4.6 to the registrants Current Report on Form 8-K filed on April 29, 2015. 4(m) Form of 1.000% Notes due December 15, 2022. Incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed on December 9, 2016. 4(n) Form of 1.900% Notes due December 15, 2026. Incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed on December 9, 2016. 4(o) Form of 2.894% Notes due June 6, 2022. Incorporated by reference to Exhibit 4.3 to the registrants Current Report on Form 8-K filed on June 6, 2017. 4(p) Form of Floating Rate Notes due June 6, 2022. Incorporated by reference to Exhibit 4.4 to the registrants Current Report on Form 8-K filed on June 6, 2017. 4(q) Form of 3.363% Notes due June 6, 2024. Incorporated by reference to Exhibit 4.5 to the registrants Current Report on Form 8-K filed on June 6, 2017. 4(r) Form of 3.700% Notes due June 6, 2027. Incorporated by reference to Exhibit 4.6 to the registrants Current Report on Form 8-K filed on June 6, 2017. 4(s) Form of 4.669% Notes due June 6, 2047. Incorporated by reference to Exhibit 4.7 to the registrants Current Report on Form 8-K filed on June 6, 2017. 4(t) Form of Certificate for the 6.000% Mandatory Convertible Preferred Stock, Series B. Incorporated by reference to Exhibit 4.2 to the registrants registration statement on Form 8-A filed on May 26, 2020. 4(u) Deposit Agreement, dated as of May 26, 2020, 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 26, 2020. 4(v) 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 26, 2020. 4(w) Registration Rights Agreement, dated as of December 29, 2017, between Becton, Dickinson and Company and Citigroup Global Markets Inc. Incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed on December 29, 2017. 4(x) Form of 6.700% Notes due December 1, 2026. Incorporated by reference to Exhibit 4.4 to the registrant's Current Report on Form 8-K filed on December 29, 2017. 4(y) Indenture, dated as of December 1, 1996 between C.R. Bard, Inc. and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee. Incorporated by reference to Exhibit 4.1 to C.R. Bard, Inc.'s Registration Statement on Form S-3 (File No. 333-05997). 4(z) First Supplemental Indenture, dated May18, 2017, between C. R. Bard, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of C.R. Bard, Inc. filed on May 23, 2017. 4(aa) Form of Floating Rate Notes due December 29, 2020. Incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed on March 1, 2018. 4(bb) Form of 1.401% Notes due May 24, 2023. Incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed on May 24, 2018. 4(dd) First Supplemental Indenture, dated as of June 4, 2019, among Becton Finance, as issuer, Becton, Dickinson and Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee. Incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed on June 4, 2019. 4(ee) Form of 0.174% Note due June 4, 2021. Incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed on June 4, 2019. 4(ff) Form of 0.632% Note due June 4, 2023. Incorporated by reference to Exhibit 4.3 to the registrant's Current Report on Form 8-K filed on June 4, 2019. 4(gg) Form of 1.208% Note due June 4, 2026. Incorporated by reference to Exhibit 4.4 to the registrant's Current Report on Form 8-K filed on June 4, 2019. 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 registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2017. 10(d) Deferred Compensation and Retirement Benefit Restoration Plan, as amended as of May 1, 2020. * Incorporated by reference to Exhibit 10.2 to the registrants Quarterly Report on Form10-Q for the period ended December 31, 2018. 10(e) 1996 Directors Deferral Plan, as amended and restated as of November 25, 2014.* Incorporated by reference to Exhibit 10 to the registrants Quarterly Report on Form10-Q for the period ended June 30, 2020. 10(f)(i) 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 filed on March27, 2012. 10(f)(ii) Aircraft Time Sharing Agreement dated June 5, 2020, between the registrant and Thomas E. Polen.* Incorporated by reference to Exhibit 10.2 to the registrants Quarterly Report on Form10-Q for the period ended June 30, 2020. 10(g)(i) 2004 Employee and Director Equity-Based Compensation Plan, as amended and restated as of November 24, 2020.* Filed with this report. 10(g)(ii) French Addendum to the 2004 Employee and Director Equity-Based Compensation Plan dated January 21, 2019.* Incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on January 31, 2020. 10(g)(iii) Terms of Awards under 2004 Employee and Director Equity-Based Compensation Plan and Stock Award Plan.* Filed with this report. 10(h) 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(i) 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(j) 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 16, 2017. 10(k) Term sheet, dated August 25, 2017, between the registrant and Samrat Khichi.* Incorporated by reference to Exhibit 10(o) to the registrants Annual Report on Form10-K for the fiscal year ended September 30, 2018. 10(l) C. R. Bard, Inc. Supplemental Executive Retirement Plan, dated as of July 13, 1988.* Incorporated by reference to Exhibit 10p to the C.R. Bard, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 1993. 10(m) Supplemental Insurance/Retirement Plan Agreement (as Amended and Restated) between C.R. Bard, Inc. and its executive officers.* Incorporated by reference to Exhibit 10be to the C.R. Bard, Inc. Quarterly Report on Form 10-Q for the period ended September 30, 2005. 10(n) 2005 Directors Stock Award Plan of C. R. Bard, Inc. (as Amended and Restated).* Incorporated by reference to Exhibit 10bw to the C.R. Bard, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2010. 21 Subsidiaries of the registrant. Filed with this report. 23 Consent of independent registered public accounting firm. 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.