ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On May 7, 2020, Becton, Dickinson and Company ("BD") issued a press release announcing its financial results for its second fiscal quarter ending March 31, 2020. 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: • Currency-Neutral Revenue Growth. We present revenue growth rates for the


   second quarter and the first six months of fiscal year 2020 over 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 and evaluate such performance in comparison to the prior
   periods.

• Adjusted Earnings Per Share. We present diluted earnings per share ("EPS") for


   the second quarter and the first six months of fiscal year 2020, 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"). Adjusted EPS includes adjustments for purchase
   accounting adjustments, integration and restructuring costs,
   divestiture-related gains, certain product recall and remediation costs, the
   impact of the extinguishment of debt, certain regulatory costs, certain asset
   impairments, the dilutive impact of certain share equivalents and the impact
   of tax reform. 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 period after eliminating the impact of foreign
   currency translation to further enable investors to evaluate BD's underlying
   earnings performance compared to the prior period. Details regarding these
   adjustments can be found in the schedules included in the press release
   furnished as Exhibit 99.1.


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 May 7, 2020, which is furnished pursuant to Item 2.02

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses