8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) February 2, 2017

BECTON, DICKINSON AND COMPANY

(Exact Name of Registrant as Specified in Its Charter)

New Jersey

(State or Other Jurisdiction of Incorporation)

001-4802	22-0760120
(Commission File Number)	(IRS Employer Identification No.)
1 Becton Drive, Franklin Lakes, New Jersey	07417-1880
(Address of Principal Executive Offices)	(Zip Code)

(201) 847-6800

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K Filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 2, 2017, Becton, Dickinson and Company (“BD”) issued a press release announcing its financial results for its first fiscal quarter ending December 31, 2016. A copy of the press release is furnished as Exhibit 99.1 to this report.

The press release furnished as Exhibit 99.1 contains certain financial measures that differ from those presented in accordance with U.S. generally accepted accounting principles (“non-GAAP measures”), as follows:

• Revenues. We present “comparable” revenue growth rates, which reflect revenue growth after eliminating the impact of divestitures, including the divestiture of our Respiratory Solutions business, which occur infrequently and affect comparability to the prior period. Revenue growth rates are also presented after eliminating the effect of foreign currency translation, which can fluctuate from period to period and also affect comparability. We also present our estimated revenue growth for fiscal year 2017 on a comparable, foreign currency neutral basis. We believe these adjustments help investors better understand the underlying performance of BD compared to the prior period, and evaluate our anticipated underlying revenue growth for the 2017 fiscal year compared to fiscal year 2016.

• Earnings per share. We present diluted earnings per share (“EPS”) for the quarter and the prior period after eliminating items that we believe effect the comparability of the two periods. These include adjustments for purchase accounting adjustments, acquisition-related transaction, integration and restructuring costs, the reversal of a litigation reserve and the loss resulting from the extinguishment of certain long-term debt. These items are not considered by management to be part of our ordinary operations, and these adjustments 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 period after eliminating the impact of foreign currency translation to further enable investors to evaluate BD’s underlying earnings performance compared to the prior year period.

We also present our estimated EPS for fiscal year 2017 compared to fiscal year 2016 EPS after eliminating the above-mentioned items and after further adjusting for the anticipated impact of foreign currency translation in fiscal year 2017. Management believes that these adjustments allow investors to better evaluate BD’s anticipated underlying earnings performance for fiscal year 2017 in relation to our underlying fiscal year 2016 performance.

BD’s management uses each of these non-GAAP measures in its own evaluation of BD’s performance, particularly when comparing performance to past periods and to the performance of peer companies. Management also uses the non-GAAP results for budget planning purposes on a quarterly and annual basis.

BD provides non-GAAP measures to investors on a supplemental basis in addition to our GAAP results, as they provide additional insight into BD’s financial results. Management believes the non-GAAP results provide a reasonable measure of BD’s underlying performance before the effects of items that are considered by management to be outside of BD’s underlying operational results or that affect period to period comparability. However, Non-GAAP results should not be considered in isolation and are not in accordance with, or a substitute for, GAAP results. Also, our non-GAAP results may differ from similar measures used by other companies, even if similar terms are used to identify such measures. Although BD’s management believes non-GAAP results are useful in evaluating the performance of its business, its reliance on these measures is limited since items excluded from such measures may have a material impact on BD’s net income, earnings per share or cash flows calculated in accordance with GAAP. Therefore, management typically uses non-GAAP results in conjunction with GAAP results to address these limitations. Investors should also consider these limitations when evaluating BD’s results.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit 99.1    Press release dated February 2, 2017, which is furnished pursuant to Item 2.02

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BECTON, DICKINSON AND COMPANY
(Registrant)
By:	/s/ Gary DeFazio
	Gary DeFazio
	Senior Vice President and Corporate Secretary

Date: February 2, 2017

Exhibit Index

99.1 Press release dated February 2, 2017, which is furnished pursuant to Item 2.02

EX-99.1

Exhibit 99.1

1 Becton Drive

Franklin Lakes, NJ 07417

www.bd.com

Contact:

Monique N. Dolecki, Investor Relations – 201-847-5378

Kristen Cardillo, Corporate Communications – 201-847-5657

BD ANNOUNCES RESULTS FOR 2017 FIRST FISCAL QUARTER

• As reported, revenues of $2.922 billion decreased 2.1 percent, which reflects the divestiture of the Respiratory Solutions business.

• On a comparable, currency-neutral basis, revenues grew 6.1 percent.

• As reported, diluted earnings per share of $2.58 increased 143.4 percent.

• As adjusted, diluted earnings per share of $2.33 increased 18.9 percent, or 19.4 percent on a currency-neutral basis.

• As reported, the Company now expects full fiscal year diluted earnings per share to be between $7.90 and $8.00 which represents growth of approximately 76.0 to 78.0 percent.

• On a currency-neutral basis, the Company is raising expected full fiscal year 2017 adjusted diluted earnings per share to $9.70 to $9.80, which represents growth of 13.0 to 14.0 percent. Including the incrementally negative estimated impact from foreign currency, the Company now expects adjusted diluted earnings per share to be between $9.35 and $9.45, which represents growth of approximately 9.0 to 10.0 percent.

Franklin Lakes, NJ (February 2, 2017) – BD (Becton, Dickinson and Company) (NYSE: BDX), a leading global medical technology company, today reported quarterly revenues of $2.922 billion for the first fiscal quarter ended December 31, 2016. This represents a decrease of 2.1 percent from the prior-year period revenues due to the divestiture of the Respiratory Solutions business that was completed in October 2016. On a comparable, currency-neutral basis, first quarter revenues grew 6.1 percent.

“We are very pleased with our strong start to fiscal year 2017,” said Vincent A. Forlenza, Chairman, CEO and President. “Our results this quarter continue to demonstrate the breadth and diversity of the growth drivers within our portfolio. Our first quarter performance, combined with our current outlook, gives us the confidence to raise our currency-neutral earnings guidance for fiscal year 2017.”

First Quarter Fiscal 2017 Operating Results

As reported, diluted earnings per share for the first quarter were $2.58, compared with $1.06 in the prior-year period. This represents an increase of 143.4 percent and is primarily due to a litigation reserve reversal following a favorable appellate antitrust ruling. Adjusted diluted earnings per share were $2.33, compared with $1.96 in the prior-year period. This represents an increase in adjusted diluted earnings per share of 18.9 percent, or 19.4 percent on a currency-neutral basis.

Segment Results

In the BD Medical segment, as reported, worldwide revenues for the quarter of $1.964 billion decreased 4.4 percent from the prior-year period due to the aforementioned divestiture. On a comparable, currency-neutral basis, revenues increased 7.5 percent. The segment’s results reflect strong performance across the segment. Performance in the Pharmaceutical Systems and Medication Management Solutions units was positively impacted, in part, by the timing of customer orders and capital placements, respectively, which occurred in the first fiscal quarter, earlier than initially anticipated.

In the BD Life Sciences segment, as reported, worldwide revenues for the quarter were $958 million, an increase of 2.7 percent over the prior-year period, or an increase of 3.2 percent on a currency-neutral basis. The segment’s revenue growth reflects strong performance in the Diagnostic Systems and Preanalytical Systems units. Revenues in the Biosciences unit declined slightly due to a difficult comparison to the prior-year period.

Geographic Results

As reported, first quarter revenues in the U.S. of $1.630 billion decreased 3.6 percent from the prior-year period due to the aforementioned divestiture. On a comparable basis, U.S. revenues increased 5.5 percent. Within the BD Medical segment, growth was driven by strong performance in the Medication Management Solutions and Diabetes Care units. Growth was aided in part by the aforementioned timing of capital placements in the Medication Management Solutions unit, as well as the timing of customer orders in the Diabetes Care unit, which occurred in the first fiscal quarter, earlier than initially anticipated. Growth in the BD Life Sciences segment was driven by solid growth in the Diagnostics Systems unit, and favorable timing of orders in Advanced Bioprocessing in the Biosciences unit. The segment’s growth was negatively impacted by a decline in Preanalytical Systems revenues due to limited U.S. availability in one of our product lines.

As reported, revenues outside of the U.S. of $1.292 billion were about flat when compared with the prior-year period due to the aforementioned divestiture. On a comparable, currency-neutral basis, revenues outside of the U.S. increased 6.8 percent. International revenue growth reflects strong performance in the BD Medical segment and solid growth in the BD Life Sciences segment. Within the BD Medical segment, growth was driven by capital installations in the Medication Management Solutions unit, and strength in the Pharmaceutical Systems unit, which was aided in part by the aforementioned timing of customer orders. Growth in the BD Life Sciences segment reflects sales of safety-engineered products, and strength in Latin America and Asia Pacific in the Diagnostic Systems unit, including a favorable comparison to the prior-year period in China. Revenues in the Biosciences unit declined due to a difficult comparison to the prior-year period.

Fiscal 2017 Outlook for Full Year

As reported, the Company expects full fiscal year 2017 revenues to decrease 3.5 to 4.0 percent, primarily due to the aforementioned divestiture of the Respiratory Solutions business. This is a reduction in previously issued guidance of a decrease of 3.0 to 3.5 percent due to the incrementally negative estimated impact from foreign currency. The Company continues to estimate that revenues for the full fiscal year 2017 will increase 4.5 to 5.0 percent on a comparable, currency-neutral basis that excludes Respiratory Solutions and other divestitures that closed in fiscal year 2016.

As reported, the Company now expects full fiscal year diluted earnings per share to be between $7.90 and $8.00, which represents growth of approximately 76.0 to 78.0 percent. On a currency-neutral basis, the Company is raising full fiscal year 2017 adjusted diluted earnings per share to $9.70 to $9.80, which represents growth of 13.0 to 14.0 percent including an estimated 1.5 percentage points of dilution related to the Respiratory Solutions divestiture. This is an increase from previously issued guidance of $9.62 to $9.72, which represented approximately 12.0 to 13.0 percent growth. Including the incrementally negative estimated impact from foreign currency, the Company now expects adjusted diluted earnings per share to be between $9.35 and $9.45, which represents growth of approximately 9.0 to 10.0 percent over fiscal 2016 adjusted diluted earnings per share of $8.59. Adjusted diluted earnings per share excludes, among other specified items, the non-cash amortization of intangible assets, and the reversal of a litigation reserve.

Conference Call Information

A conference call regarding BD’s first quarter results will be broadcast live on BD’s website, www.bd.com/investors, along with related slides, at 8:00 a.m. (ET) Thursday, February 2, 2017. The conference call will be available for replay on BD’s website, www.bd.com/investors, or at 1-800-585-8367 (domestic) and 1-404-537-3406 (international) through the close of business on Thursday, February 9, 2017, confirmation number 51388884.

Non-GAAP Financial Measures/Financial Tables

This news release contains certain non-GAAP financial measures. Reconciliations of these and other non-GAAP measures to the comparable GAAP measures are included in the attached financial tables. Within the attached financial tables presented, certain columns and rows may not add due to the use of rounded numbers. Percentages and earnings per share amounts presented are calculated from the underlying amounts.

All “comparable” basis revenue growth rates relating to fiscal year 2017 presented throughout this release are adjusted for closed divestitures. Current and prior-year adjusted diluted earnings per share results exclude the impact of purchase accounting adjustments (including the non-cash amortization of acquisition-related intangible assets); integration, restructuring and transaction costs; and the reversal of a litigation reserve. We also provide these measures on a currency-neutral basis after eliminating the effect of foreign currency translation, where applicable. Reconciliations of these amounts to the most directly comparable GAAP measures are included in the tables at the end of this release.

About BD

BD is a global medical technology company that is advancing the world of health by improving medical discovery, diagnostics and the delivery of care. BD leads in patient and health care worker

safety and the technologies that enable medical research and clinical laboratories. The company provides innovative solutions that help advance medical research and genomics, enhance the diagnosis of infectious disease and cancer, improve medication management, promote infection prevention, equip surgical and interventional procedures, and support the management of diabetes. The company partners with organizations around the world to address some of the most challenging global health issues. BD has more than 40,000 associates across 50 countries who work in close collaboration with customers and partners to help enhance outcomes, lower health care delivery costs, increase efficiencies, improve health care safety and expand access to health. For more information on BD, please visit bd.com.

***

This press release, including the section entitled “Fiscal 2017 Outlook for Full Year”, contains certain estimates and other forward-looking statements (as defined under Federal securities laws) regarding BD’s performance, including future revenues and earnings per share. All such statements are based upon current expectations of BD and involve a number of business risks and uncertainties. Actual results could vary materially from anticipated results described, implied or projected in any forward-looking statement. With respect to forward-looking statements contained herein, a number of factors could cause actual results to vary materially. These factors include, but are not limited to: risks relating to the integration of CareFusion’s operations, products and employees into BD and the possibility that the anticipated synergies and other benefits of the proposed acquisition will not be realized or will not be realized within the expected timeframe; potential cuts in governmental healthcare spending, which could result in reduced demand for our product or downward pricing pressure; measures to contain healthcare costs; adverse changes in regional, national or foreign economic conditions, including any impact on our ability to access credit markets and finance our operations, the demand for our products and services as a result of reduced government funding, lower utilization rates or otherwise, or our suppliers’ ability to provide products needed for our operations; changes in interest or foreign currency exchange rates; new or changing laws and regulations impacting our business (including changes in the U.S. tax code or laws impacting foreign trade) or changes in enforcement practices with respect to such laws; our ability to successfully integrate any businesses we acquire; the adverse impact of cyber-attacks on our information systems or products; competitive factors including technological advances and new products introduced by competitors; interruptions in our supply chain or manufacturing processes; pricing and market pressures; difficulties inherent in product development, delays in product introductions and uncertainty of market acceptance of new products; adverse changes in geopolitical conditions; increases in energy costs and their effect on, among other things, the cost of producing BD’s products; efficacy or safety concerns relating to product recalls; fluctuations in costs and availability of raw materials and in BD’s ability to maintain favorable supplier arrangements and relationships; uncertainties of litigation (as described in BD’s filings with the Securities and Exchange Commission); future healthcare reform, including changes in government pricing and reimbursement policies or other cost containment reforms; and issuance of new or revised accounting standards, as well as other factors discussed in BD’s filings with the Securities and Exchange Commission. We do not intend to update any forward-looking statements to reflect events or circumstances after the date hereof except as required by applicable laws or regulations.

BECTON DICKINSON AND COMPANY

CONSOLIDATED INCOME STATEMENTS

(Unaudited; Amounts in millions, except share and per share data)

	Three Months Ended December 31,
	2016			2015			% Change
REVENUES	$	2,922		$	2,986			(2.1	)
Cost of products sold		1,470			1,578			(6.8	)
Selling and administrative expense		709			748			(5.3	)
Research and development expense		182			187			(3.0	)
Acquisitions and other restructurings		87			121			(28.4	)
Other operating (income) expense		(336	)		—			NM
TOTAL OPERATING COSTS AND EXPENSES		2,111			2,635			(19.9	)
OPERATING INCOME		811			352			NM
Interest expense		(95	)		(97	)		(2.8	)
Interest income		5			6			(14.6	)
Other (expense) income, net		(29	)		6			NM
INCOME BEFORE INCOME TAXES		692			266			NM
Income tax provision		131			37			NM
NET INCOME	$	562		$	229			NM
EARNINGS PER SHARE
Basic Earnings per Share	$	2.64		$	1.08			NM
Diluted Earnings per Share	$	2.58		$	1.06			NM
AVERAGE SHARES OUTSTANDING (in thousands)
Basic		213,064			211,689
Diluted		217,739			216,294

NM - Not Meaningful

Page 1

BECTON DICKINSON AND COMPANY

SUPPLEMENTAL REVENUE INFORMATION

REVENUES BY BUSINESS SEGMENTS AND UNITS - UNITED STATES

Three Months Ended December 31,

(Unaudited; Amounts in millions)

	A		B		C=(A-B)/B
	2016		2015		% Change
BD MEDICAL
Medication and Procedural Solutions	$	495	$	491		0.8
Medication Management Solutions *		492		439		12.0
Diabetes Care		144		134		7.2
Pharmaceutical Systems		62		63		(1.1	)
Respiratory Solutions *		—		139		NM
TOTAL	$	1,193	$	1,266		(5.8	)
BD LIFE SCIENCES
Preanalytical Systems	$	176	$	178		(0.9	)
Diagnostic Systems		154		149		3.5
Biosciences		107		98		8.5
TOTAL	$	437	$	425		2.8
TOTAL UNITED STATES	$	1,630	$	1,691		(3.6	)

* The presentation of prior-period amounts has been revised to conform with the presentation of current-period amounts, which does not separately present an immaterial adjustment for the amortization of a deferred revenue balance write-down relating to the CareFusion acquisition.

NM - Not Meaningful

Page 2

BECTON DICKINSON AND COMPANY

SUPPLEMENTAL REVENUE INFORMATION

REVENUES BY BUSINESS SEGMENTS AND UNITS - INTERNATIONAL

Three Months Ended December 31, (continued)

(Unaudited; Amounts in millions)

								D=(A-B)/B			E=(A-B-C)/B
	A		B		C			% Change
	2016		2015		FX Impact			Reported			FXN
BD MEDICAL
Medication and Procedural Solutions	$	374	$	357	$	(8	)		4.6			6.9
Medication Management Solutions *		109		106		(4	)		2.9			6.9
Diabetes Care		124		121		—			1.8			1.6
Pharmaceutical Systems		165		133		—			23.5			23.3
Respiratory Solutions *		—		69		—			NM			NM
TOTAL	$	771	$	788	$	(12	)		(2.1	)		(0.5	)
BD LIFE SCIENCES
Preanalytical Systems	$	179	$	166	$	(3	)		7.8			9.7
Diagnostic Systems		179		164		—			9.1			9.1
Biosciences		163		177		(1	)		(8.1	)		(7.4	)
TOTAL	$	521	$	508	$	(4	)		2.7			3.5
TOTAL INTERNATIONAL	$	1,292	$	1,295	$	(17	)		(0.2	)		1.1

* The presentation of prior-period amounts has been revised to conform with the presentation of current-period amounts, which does not separately present an immaterial adjustment for the amortization of a deferred revenue balance write-down relating to the CareFusion acquisition.

NM - Not Meaningful

Page 3

BECTON DICKINSON AND COMPANY

SUPPLEMENTAL REVENUE INFORMATION

REVENUES BY BUSINESS SEGMENTS AND UNITS - TOTAL

Three Months Ended December 31, (continued)

(Unaudited; Amounts in millions)

								D=(A-B)/B			E=(A-B-C)/B
	A		B		C			% Change
	2016		2015		FX Impact			Reported			FXN
BD MEDICAL
Medication and Procedural Solutions	$	869	$	848	$	(8	)		2.4			3.4
Medication Management Solutions *		601		545		(4	)		10.2			11.0
Diabetes Care		267		256		—			4.6			4.5
Pharmaceutical Systems		227		197		—			15.6			15.5
Respiratory Solutions *		—		208		—			NM			NM
TOTAL	$	1,964	$	2,054	$	(12	)		(4.4	)		(3.8	)
BD LIFE SCIENCES
Preanalytical Systems	$	355	$	344	$	(3	)		3.3			4.2
Diagnostic Systems		334		313		—			6.4			6.4
Biosciences		270		276		(1	)		(2.2	)		(1.7	)
TOTAL	$	958	$	933	$	(4	)		2.7			3.2
TOTAL REVENUES	$	2,922	$	2,986	$	(17	)		(2.1	)		(1.6	)

* The presentation of prior-period amounts has been revised to conform with the presentation of current-period amounts, which does not separately present an immaterial adjustment for the amortization of a deferred revenue balance write-down relating to the CareFusion acquisition.

NM - Not Meaningful

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BECTON DICKINSON AND COMPANY

SUPPLEMENTAL INFORMATION

RECONCILIATION OF REPORTED REVENUE CHANGE TO COMPARABLE REVENUE CHANGE - UNITED STATES

Three Months Ended December 31,

(Unaudited; Amounts in millions)

					C
					Divestitures			D=B+C		E=(A-D)/D
	A		B		Revenue			Comparable		Comparable
	2016		2015		Adjustment**			2015		% Change
BD MEDICAL
Medication and Procedural Solutions	$	495	$	491	$	(7	)	$	484		2.4
Medication Management Solutions *		492		439		—			439		12.0
Diabetes Care		144		134		—			134		7.2
Pharmaceutical Systems		62		63		—			63		(1.1	)
Respiratory Solutions *		—		139		(139	)		—		NM
TOTAL	$	1,193	$	1,266	$	(146	)	$	1,120		6.5
BD LIFE SCIENCES
Preanalytical Systems	$	176	$	178	$	—		$	178		(0.9	)
Diagnostic Systems		154		149		—			149		3.5
Biosciences		107		98		—			98		8.5
TOTAL	$	437	$	425	$	—		$	425		2.8
TOTAL UNITED STATES	$	1,630	$	1,691	$	(146	)	$	1,545		5.5

* The presentation of prior-period amounts has been revised to conform with the presentation of current-period amounts, which does not separately present an immaterial adjustment for the amortization of a deferred revenue balance write-down relating to the CareFusion acquisition.

** Excludes the impact from the following divestitures: Respiratory, Simplist and Spine.

NM - Not Meaningful

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BECTON DICKINSON AND COMPANY

SUPPLEMENTAL INFORMATION

RECONCILIATION OF REPORTED REVENUE CHANGE TO COMPARABLE FXN REVENUE CHANGE - INTERNATIONAL

Three Months Ended December 31, (continued)

(Unaudited; Amounts in millions)

					C
					Divestitures			D=B+C					F=(A-D-E)/D
	A		B		Revenue			Comparable		E			FXN
	2016		2015		Adjustment **			2015		FX Impact			% Change
BD MEDICAL
Medication and Procedural Solutions	$	374	$	357	$	—		$	357	$	(8	)		6.9
Medication Management Solutions *		109		106		—			106		(4	)		6.9
Diabetes Care		124		121		—			121		—			1.6
Pharmaceutical Systems		165		133		—			133		—			23.3
Respiratory Solutions *		—		69		(69	)		—		—			NM
TOTAL	$	771	$	788	$	(69	)	$	718	$	(12	)		9.1
BD LIFE SCIENCES
Preanalytical Systems	$	179	$	166	$	—		$	166	$	(3	)		9.7
Diagnostic Systems		179		164		—			164		—			9.1
Biosciences		163		177		—			177		(1	)		(7.4	)
TOTAL	$	521	$	508	$	—		$	508	$	(4	)		3.5
TOTAL INTERNATIONAL	$	1,292	$	1,295	$	(69	)	$	1,226	$	(17	)		6.8

* The presentation of prior-period amounts has been revised to conform with the presentation of current-period amounts, which does not separately present an immaterial adjustment for the amortization of a deferred revenue balance write-down relating to the CareFusion acquisition.

** Excludes the impact from the following divestitures: Respiratory, Simplist and Spine.

NM - Not Meaningful

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BECTON DICKINSON AND COMPANY

SUPPLEMENTAL INFORMATION

RECONCILIATION OF REPORTED REVENUE CHANGE TO COMPARABLE FXN REVENUE CHANGE - TOTAL

Three Months Ended December 31, (continued)

(Unaudited; Amounts in millions)

					C								F=(A-D-E)/D
	A		B		Divestiture Revenue Adjustment **			D=B+C		E			Comparable FXN % Change
								Comparable 2015		Comparable FX Impact
	2016		2015
BD MEDICAL
Medication and Procedural Solutions	$	869	$	848	$	(7	)	$	841	$	(8	)		4.3
Medication Management Solutions *		601		545		—			545		(4	)		11.0
Diabetes Care		267		256		—			256		—			4.5
Pharmaceutical Systems		227		197		—			197		—			15.5
Respiratory Solutions *		—		208		(208	)		—		—			NM
TOTAL	$	1,964	$	2,054	$	(216	)	$	1,838	$	(12	)		7.5
BD LIFE SCIENCES
Preanalytical Systems	$	355	$	344	$	—		$	344	$	(3	)		4.2
Diagnostic Systems		334		313		—			313		—			6.4
Biosciences		270		276		—			276		(1	)		(1.7	)
TOTAL	$	958	$	933	$	—		$	933	$	(4	)		3.2
TOTAL REVENUES	$	2,922	$	2,986	$	(216	)	$	2,771	$	(17	)		6.1

* The presentation of prior-period amounts has been revised to conform with the presentation of current-period amounts, which does not separately present an immaterial adjustment for the amortization of a deferred revenue balance write-down relating to the CareFusion acquisition.

** Excludes the impact from the following divestitures: Respiratory, Simplist and Spine.

NM - Not Meaningful

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BECTON DICKINSON AND COMPANY

SUPPLEMENTAL INFORMATION

RECONCILIATION OF REPORTED DILUTED EPS TO ADJUSTED DILUTED EPS

(Unaudited)

	Three Months Ended December 31,
	2016			2015			Growth		Foreign Currency Translation			Foreign Currency Neutral Growth		Growth %			Foreign Currency Neutral Growth %
Reported Diluted Earnings per Share	$	2.58		$	1.06		$	1.52	$	(0.01	)	$	1.53		NM			NM
Purchase Accounting Adjustments ($126 million and $153 million pre-tax, respectively) (1)		0.58			0.71
Restructuring Costs ($35 million and $85 million pre-tax, respectively) (2)		0.16			0.39
Integration Costs ($46 million and $35 million pre-tax, respectively) (2)		0.21			0.16
Transaction Costs ($6 million pre-tax) (2)		0.03			—
Litigation-related Item ($(336) million pre-tax) (3)		(1.54	)		—
Loss on Debt Extinguishment ($42 million pre-tax) (4)		0.19			—
Income Tax Provision (Benefit) of Special Items ($27 million and $(79) million, respectively)		0.12			(0.36	)
Adjusted Diluted Earnings per Share	$	2.33		$	1.96		$	0.37	$	(0.01	)	$	0.38		18.9	%		19.4	%

⁽¹⁾ Includes adjustments related to the purchase accounting for acquisitions, primarily CareFusion, impacting identified intangible assets and valuation of fixed assets and debt.

⁽²⁾ Represents restructuring, integration, and transaction costs associated with the CareFusion acquisition and portfolio rationalization.

⁽³⁾ Represents the reversal of certain reserves related to an appellate court decision which, among other things, reversed an unfavorable antitrust judgment in the RTI case.

⁽⁴⁾ Represents a loss recognized upon the extinguishment of certain long-term senior notes.

NM - Not Meaningful

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BECTON DICKINSON AND COMPANY

SUPPLEMENTAL INFORMATION

FY2017 OUTLOOK RECONCILIATION

	FY2016			FY2017 Outlook
	Revenues			% Change			FX Impact	% Change FXN
BDX As Reported Revenue	$	12,483			(3.5% - 4.0%)		~(1.5%)	(2.0% - 2.5%)
Divestitures Revenue (1)		(843	)
BDX Comparable Revenue	$	11,639			3.0% - 3.5%		~(1.5%)	4.5% - 5.0%
BD Medical As Reported Revenue	$	8,654			(6.5% - 7.0%)		~(1.5%)	(5.0% - 5.5%)
Divestitures Revenue (1)		(843	)
BD Medical Comparable Revenue	$	7,811			3.0% - 3.5%		~(1.5%)	4.5% - 5.0%
BD Life Sciences As Reported Revenue	$	3,829			2.5% - 3.5%		~(1.5%)	4.0% - 5.0%
	FY2017 Outlook
	Full Year FY2017 Outlook			Full Year FY2016			% Increase
	(estimated)
Reported Fully Diluted Earnings per Share	$	7.90 - 8.00		$	4.49		NM
Purchase Accounting Adjustments		2.28			2.42
Restructuring Costs		0.16	(2)		2.42
Integration Costs		0.21	(2)		0.88
Transaction Costs		0.03	(2)		0.04
Litigation-related Item		(1.54	)(2)		—
Loss on Debt Extinguishment		0.19	(2)		—
Pension Settlement Charges		—			0.03
Income Tax Provison (Benefit) of Special Items		0.12	(2)		(1.70	)
Adjusted Fully Diluted Earnings per Share	$	9.35 - 9.45		$	8.59		9% - 10%
Estimated FX Impact	$	(0.35	)				~(4.0%)
Adjusted FXN Growth	$	9.70 - 9.80					13% - 14%

⁽¹⁾  Excludes the impact from the following divestitures: Respiratory, Simplist and Spine.

⁽²⁾  FY2017 restructuring, integration and transaction costs, litigation-related item, loss on debt extinguishment and income tax provision of special items reflect year-to-date realized costs.

NM - Not Meaningful

FXN - Foreign Currency Neutral

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