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    To our shareholders  
    Edward J. Ludwig
    Chairman, President and
    Chief Executive Officer


I am pleased to report that fiscal 2004 was another very good year for BD. Our performance provides clear evidence that the strategy we have been implementing over the past several years continues to work. The Company achieved its operating and strategic goals for 2004 and showed solid improvement over 2003.

    Our business strategy has two interrelated objectives that we are continuing to drive:

  • First, we will develop, manufacture and market innovative, high-quality medical devices that demonstrably improve the lives of patients, healthcare workers and researchers.
  • Second, we will achieve operating efficiencies that will exceed customers' demands and expand cash flow and operating margins.
    Achieving these objectives will enable us to make additional investments to fuel our innovation and become a "great company."

    A great company achieves great performance for its customers and shareholders. In the operational effectiveness story on pages two and three, we focus on the superb job BD associates are doing in such areas as procurement, manufacturing, inventory management, distribution and customer service.

    A great company makes great contributions to society. We do this by providing innovations that impact the practices and delivery of healthcare worldwide. Hence, our theme for this year's report is "Innovating for Impact."

    A great company is a great place to work, where diverse groups of associates are highly engaged and continuously developing new skills and capabilities.

    Let's look at each of these "Three Greats" as we assess our accomplishments in 2004:

Great operational performance

Company revenues grew 11 percent overall (6 percent on a currency-neutral basis) to $4.935 billion. Each of the three segments contributed to this revenue growth. Our pro forma gross profit margin increased 100 basis points to 50.2 percent, driven by our higher margin products, continuing successful implementation of lean manufacturing, Six Sigma and process validation, and excellence in program management. Our drive for operating efficiencies is supported by our SAP-based enterprise resource planning system (named "Genesis").

    Pro forma net income from continuing operations increased 18 percent from 2003, reflecting our revenue growth and improvement in our pro forma operating margin from 18 percent to 19 percent.

    We generated over $1 billion in operating cash flow during the year and effectively managed our working capital and capital expenditures.

    We returned $450 million to shareholders by repurchasing 9.6 million common shares and raised our quarterly dividend payout by 20 percent over 2004. At this rate, our 2005 dividend payout is 80 percent higher than our 2003 payout.

Three significant transactions
As noted in our reported results for fiscal 2004, there were three significant transactions that occurred in the year that are unusual in nature and are, therefore, excluded from our discussion of pro forma results.

    In the first quarter of 2004, we implemented a voluntary recall of certain lots of our BD Test Strips associated with our blood glucose monitors. As always, patient care was our priority. This recall is now fully behind us, and our blood glucose monitor products are performing at the expected quality level.

    In the third quarter, BD and Retractable Technologies, Inc. (RTI) agreed to settle their legal dispute. Settling this matter enabled us to avoid protracted, distracting litigation and focus our efforts on our core strategies.

    In the fourth quarter, BD announced plans to sell the Clontech unit of our BD Biosciences segment. This transaction allows BD Biosciences to direct resources toward higher growth opportunities in the pharmaceutical drug discovery arena. We recorded a charge to reflect the net assets of Clontech at fair value and have classified the results of Clontech operations as "discontinued operations" for all periods.

Great contributions to medical care:
Innovating for impact


Revenue growth and new product launches provide indisputable evidence that we are innovating for impact.

    BD Medical revenues rose 9 percent (4 percent excluding foreign currency translation) to $2.7 billion. Sales of safetyengineered products worldwide grew 11 percent in this segment, supported by next-generation safety products, such as the BD Integra syringe, that provide more value than their predecessors. New product lines, such as prefilled flush syringes and auto-disable syringes, further contributed to revenue growth. In Diabetes Care, we are gaining traction with the BD Logic and the Paradigm Link® blood glucose monitors. In our final fiscal quarter, the blood glucose business reached an annual run rate of $60 million. Additionally, the U.S. Food and Drug Administration has given clearance for people using the BD Logic and Paradigm Link® blood glucose monitors to conduct alternate site testing when checking blood glucose levels. This is great news for people with diabetes, as the ability to test the palm or forearm provides a more convenient "best-inclass" approach to checking blood glucose levels.

    Sales of safety-engineered products also were a source of strength this year for BD Diagnostics, where revenues reached $1.5 billion, up 12 percent (7 percent excluding foreign currency translation). Sales of safety-engineered products worldwide increased 27 percent within BD Diagnostics. In addition, BD Diagnostics' revenues were driven by strong demand for the BD ProbeTec ET system for amplified infectious disease testing, and a number of clinical accounts committed to convert to our BD Phoenix Automated Microbiology System after we launched it in the U.S. and Japan.

    BD Biosciences revenues grew 14 percent (9 percent excluding foreign currency translation) to $723 million. The BD FACSAria cell sorter system represents the most successful launch of a flow cytometer instrument in the 30-year history of the business. Sales of flow cytometry reagents remained strong, and the new BD FACSCanto benchtop cell analyzer received a highly positive reception in the marketplace. Looking to continued growth in the future, BD Biosciences acquired Atto Bioscience, Inc., whose novel technologies for investigating biochemical and physiological changes in living cells in real time are a good fit with BD Biosciences' drug discovery portfolio.

    We are confident that the products that contributed to our revenue growth will continue to serve our customers well in 2005 and beyond.

    Our drive for innovations with significant impact extends well beyond today's products. We plan to increase our R&D spending at a rate of 12 to 15 percent per year beginning in 2005. We are confident that this step-up in our spending will yield exciting new innovations in advanced drug delivery, superior diagnostic systems and new bioscience platforms in the years beyond 2007.

Social responsibility–great companies are called to do more
We are honored to work with great philanthropic institutions such as The U.S. Fund for UNICEF, the International AIDS Vaccine Initiative (IAVI), the American Red Cross and Project HOPE. Together, we are addressing some of the most challenging healthcare problems in the world, including maternal and neonatal tetanus, HIV/AIDS, measles and diabetes. BD is proud to share our time, resources and talents with these "Trusted Partners" to improve the lives of those most in need. Please refer to the special insert at page 16 to learn more about BD's commitment to social responsibility.

Building a great place to work: energizing and developing our associates

BD is able to achieve higher levels of operating effectiveness and drive new innovations in healthcare because of the ever-increasing skills of our associates and the leadership demonstrated by our executives around the world.

    BD University (BDU), our principal process for broadening the skills and knowledge of BD associates, is closely aligned with our business strategy. BDU is where we sharpen our implementation and leadership skills. We learn lean manufacturing, Six Sigma, program management, sales excellence, engagement, inclusion and leadership. Our unique "leaders as teachers" approach is gaining public recognition as a benchmark for corporate learning and development. More than 500 BD leaders have been certified as teachers and more than 8,000 associates have participated in BDU courses.

    Our new long-term equity-based incentive program is another way we align actions with our quest for greatness. The program was designed to reward associates based on performance. This plan is being broadly implemented throughout the Company and focuses on rewarding successes in innovation (measured by revenue growth) and operating effectiveness (measured by return on invested capital) over successive threeyear intervals.

Key management and Board developments
BD has always been committed to pursuing outstanding corporate governance on behalf of our shareholders. Great corporate governance starts with outstanding, independent and committed board members. I am pleased to welcome two new members to the BD Board of Directors:

    Basil L. Anderson, Vice Chairman of Staples, Inc., was elected to BD's Board of Directors on March 23, 2004. He also serves on the Board of Directors of Staples, Inc., is a board member of Charles River Associates and chairs the audit committee of the Board of Directors of Hasbro, Inc.

    Gary A. Mecklenburg, President and Chief Executive Officer of Northwestern Memorial HealthCare, was elected to the Board on November 23, 2004.

    I would also like to thank our two retiring directors for their outstanding service and contributions. They are Harry N. Beaty, M.D., Emeritus Dean, Northwestern University Medical School and Chairman of the Board and President of the Northwestern University Medical Faculty Foundation, and Frank A. Olson, Chairman Emeritus and retired Chief Executive Officer of the Hertz Corporation.

    Harry and Frank served BD shareholders for a combined 40 years and have greatly contributed to our success with their counsel and support. We will miss them and we wish them our very best in all of their future endeavors.

    Additionally, it is my pleasure to welcome two new executives from outside BD to our Leadership Team. Jeffrey Sherman, our Vice President and General Counsel, joins us from Wyeth. Peter Natale, a Six Sigma master black belt, serves as Vice President and Chief Information Officer and joins us from General Electric.

In summary: progress on the journey toward greatness

2004 marked a year of significant achievements and progress on our journey toward greatness. I am proud to thank my fellow associates–25,000 strong, in nearly 50 countries around the world–for their energy, talents and hard work on behalf of the people we serve. Across the globe, BD is guided by our Core Values in every aspect of our business:
  • We do what is right
  • We always seek to improve
  • We accept personal responsibility
  • We treat each other with respect
    The opportunities to improve healthcare–to "Help All People Live Healthy Lives"–are extraordinary. Working together with our trusted partners, all of us at BD will continue to make a difference in people's lives.

    We will stay the course we have set. The course might be a familiar one, but it will lead us to new and exciting places. We are committed to delivering ever more innovative healthcare solutions and outstanding operational performance in service to our customers and shareholders.


Edward J. Ludwig
Chairman, President and
Chief Executive Officer



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