8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANTTO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) July 22, 2005

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)

o 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):

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

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

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

o 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 July 22, 2005, Becton, Dickinson and Company (“BD”) issued a press release announcing its financial results for the third fiscal quarter of fiscal year 2005. 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 principles (GAAP), as follows:

• Revenues. We present revenue growth rates at constant foreign exchange rates. We believe that presenting growth rates at constant foreign exchange rates allows investors to view the underlying operating results of BD and of its segments without the impact of fluctuations in foreign currency exchange rates, thereby facilitating comparisons to prior periods.

• Cost of Products Sold. We present cost of products sold, both alone and as a percentage of revenues, after excluding the impact of share-based compensation expense for the period. Management presents these adjusted measures in order to assist investors in comparing BD’s cost of products sold for the period to prior periods in which such expense was not recognized.

• Gross Profit/Gross Profit Margin. We present gross profit and gross profit margin after excluding the impact of share-based compensation expense for the period. Management presents these adjusted measures in order to assist investors in comparing BD’s gross profit and gross profit margin for the period to prior periods in which such expense was not recognized.

We also separately present gross profit and gross profit margin after excluding the impact of significant charges. Management believes that these adjusted measures of gross profit and gross profit margin are more indicative of BD’s underlying performance, and also allow investors to better understand BD’s comparative operating performance for the period presented.

• Operating Income. We present BD’s operating income, both alone and as a percentage of revenues, after excluding the impact of share-based compensation expense for the period. Management presents these adjusted measures in order to assist investors in comparing BD’s operating income for the period to prior periods in which such expense was not recognized.

We also separately present these measures after excluding the impact of significant charges. Management believes that these adjusted measures of operating income are more indicative of BD’s underlying performance, and also allow investors to better understand BD’s comparative operating performance for the period presented.

• Income from Continuing Operations. We present operating income from continuing operations, both alone and as a percentage of revenues, after excluding (i) the impact of share-based

compensation expense for the period, (ii) the effects of significant reversals of tax reserves, and (iii) the effects of changes in tax laws and regulations (including without limitation, rate changes) and other events that cause the tax rate for the period being presented to vary from BD’s expected effective tax rate for the full year. Management eliminates the effect of share-based compensation in these instances in order to improve comparability to prior periods in which such expense was not recognized. In addition, significant reversals of tax reserves and the items mentioned above that effect our periodic effective tax rate cause fluctuations in BD’s operating income from continuing operations from period to period that management believes are unrelated to BD’s underlying operating performance. Accordingly, management believes that providing the impact of such effects allows investors to better understand BD’s comparative operating performance for the period presented.

• Net Income. We present BD’s net income, both alone and as a percentage of revenues, after excluding the impact of significant charges. Management believes that these adjusted measures of net income are more indicative of BD’s underlying performance, and also allow investors to better understand BD’s comparative operating performance for the period presented.

• Earnings Per Share. We present earnings per share after excluding the impact of significant charges. Management believes that this adjusted measure of earnings per share is more indicative of BD’s underlying performance, and also allow investors to better understand BD’s comparative operating performance for the period presented.

We also present earnings per share after excluding (i) the impact of share-based compensation expense for the period, (ii) the effects of significant reversals of tax reserves, and (iii) the effects of changes in tax laws and regulations and other events that cause the tax rate for the period being presented to vary from BD’s expected effective tax rate for the full year. Management eliminates the effect of share-based compensation in these instances in order to improve comparability to prior periods in which such expense was not recognized. In addition, significant reversals of tax reserves and the items mentioned above that effect our periodic effective tax rate cause fluctuations in BD’s operating income from continuing operations from period to period that management believes are unrelated to BD’s underlying operating performance. Accordingly, management believes that providing the impact of such effects allows investors to better understand BD’s comparative operating performance for the period presented.

• Selling and Administrative Expense. We present selling and administrative expense, both alone and as a percentage of revenues, after excluding the impact of share-based compensation expense for the period. Management presents these adjusted measures in order to assist investors in comparing BD’s selling and administrative expense for the period to prior periods in which such expense was not recognized.

• Research and Development Expense. We present research and development expense, both alone and as a percentage of revenues, after excluding the impact of share-based compensation expense for the period. Management presents these adjusted measures in order to assist investors in comparing BD’s investment in research and development for the period to prior periods in which such expense was not recognized.

• Income Taxes/Effective Tax Rate. We present income taxes and effective tax rate after excluding (i) the impact of share-based compensation expense for the period, (ii) the effects of significant reversals of tax reserves, and (iii) the effects of changes in tax laws and regulations and other events that cause the tax rate for the period being presented to vary from BD’s expected effective tax rate for the full year. Management provides this adjusted measure of income taxes and effective tax rate in order facilitate comparisons to prior periods and to allow investors to reconcile the effective tax rate for the period being presented with management’s expected effective tax rate for the full fiscal year.

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. Management also uses the non-GAAP results for budget planning purposes on a quarterly and annual basis.

Non-GAAP results should not be considered in isolation and are not in accordance with, or a substitute for, GAAP results. 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.

BD provides non-GAAP measures to investors on a supplemental basis, 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.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c)     Exhibits.

Exhibit 99.1 Press release dated July 22, 2005, 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/ Dean J. Paranicas

        Dean J. Paranicas
        Vice President, Corporate
        Secretary and Public Policy

Date: July 22, 2005

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibits
99.1	Press release dated July 22, 2005, which is furnished pursuant to Item 2.02.

EX-99

1 Becton Drive

Franklin Lakes, NJ 07417

www.bd.com

News Release

Contact:

Patricia A. Spinella, Investor Relations – 201-847-5453

Colleen T. White, Corporate Communications – 201-847-5369

BD ANNOUNCES RESULTS FOR THIRD FISCAL QUARTER

Franklin Lakes, NJ (July 22, 2005) – BD (Becton, Dickinson and Company) (NYSE: BDX) today reported record quarterly revenues of $1.381 billion for the third fiscal quarter ended June 30, 2005, representing an increase of 11 percent over the prior year period. This quarter’s growth rate includes an estimated 3 percent benefit from foreign currency translation. Revenue growth in all segments benefited from foreign currency translation, driven by favorable exchange rates in Europe, Asia Pacific, South Latin America, Canada, and Japan.

Reported diluted earnings per share for the third quarter were 73 cents, which included less than 1 cent per share from discontinued operations. Reported diluted earnings per share for the third quarter of fiscal 2004 were 41 cents, which included less than 1 cent per share from discontinued operations; however, due to rounding, reported diluted earnings per share from continuing operations were 42 cents. Included in the prior period results was a pre-tax charge of $100 million related to a litigation settlement in July 2004. This charge reduced net income by $63 million and reported diluted earnings per share by 24 cents. Diluted earnings per share from continuing operations excluding this specified item would have been 66 cents.

The results of operations from Clontech, a unit of the BD Biosciences segment, have been classified as “discontinued operations.” As previously announced, on July 1, 2005, BD signed an agreement to sell Clontech to Takara Bio Inc. of Otsu, Japan.

“I’m very pleased that we delivered another strong quarter,” said Edward J. Ludwig, Chairman, President and Chief Executive Officer. “Our performance reflects revenue growth across all three segments, and in particular in the Diabetes Care, Pharmaceutical Systems, Preanalytical Systems and Discovery Labware units.”

For the nine-month period ended June 30, 2005, reported revenues were $4.035 billion, representing a 10 percent increase from the prior year period, including an estimated 3 percent benefit from foreign currency translation. Reported diluted earnings per share for the nine-month period ended June 30, 2005 were $2.19, which reflected diluted earnings per share of $2.18 from continuing operations and 1 cent per share from discontinued operations. For the same period in fiscal 2004, reported diluted earnings per share were $1.51, which included less than 1 cent per share from discontinued operations.

Analyses of Third Quarter and Nine-month Period of Fiscal Year 2005 and 2004 Earnings

The following analyses of diluted earnings per share from continuing operations for the third quarter and nine-month period of fiscal 2005 and 2004 exclude specified items and share-based compensation expense that affect the comparability of results between periods.

	Three Months Ended June 30,				Nine-month Period Ended June 30,
	FY2005		FY2004	% Incr.	FY2005		FY2004		% Incr.
Diluted EPS from Continuing Operations	$0.73		$0.42	74%	$2.18		$1.51		44%
Specified Items:
Tax Examinations(1)	-		-		(0.04	)	-
Tax Rate Impact(2)	0.01		-		(0.02	)	-
BGM Charges(3)	-		-		-		0.11
Litigation Settlement(4)	-		0.24		-		0.24
Rounding	-		-		-		(0.01	)
	0.01		0.24		(0.06	)	0.34
Diluted EPS from Continuing Operations Excluding Specified Items	$0.74		$0.66		2.12		1.85
Share-based Compensation Exp.(5)	0.05		-		0.12		-
Rounding	(0.01	)	-		-		0.01
	0.04		-		0.12		0.01
Diluted EPS from Continuing Operations Excluding Specified Items and Share-based Compensation Expense	$0.78		$0.66	18%	$2.24		$1.86		20%

⁽¹⁾Included in diluted earnings per share from continuing operations for the nine-month period ended June 30, 2005 is a benefit of approximately 4 cents per diluted share due to the reversal of tax reserves in connection with the conclusion of tax examinations in four non-U.S. jurisdictions that occurred in the first quarter.

⁽²⁾Represents the effect on diluted earnings per share from continuing operations of tax-related events that caused the tax rate to vary from the expected effective tax rate for the year. The effective tax rate for the year, without taking into account the tax impact of the items described in notes (1) and (5) herein, is expected to be 25.5%.

⁽³⁾Included in the nine-month period ended June 30, 2004 diluted earnings per share from continuing operations is a first quarter charge of 11 cents per diluted share related to the voluntary recall and write-off of certain blood glucose strip inventory and other actions taken with respect to our blood glucose monitoring products.

⁽⁴⁾Included in fiscal 2004 diluted earnings per share from continuing operations is a third quarter charge of 24 cents per diluted share related to a litigation settlement.

⁽⁵⁾Represents the effect on diluted earnings per share from continuing operations relating to share-based compensation expense associated with the early adoption of FASB Statement No. 123 (revised), and the equity-based awards granted under BD’s new long-term incentive program, as described below.

Based on the foregoing analyses, diluted earnings per share from continuing operations, excluding specified items and share-based compensation expense, of 78 cents for the third fiscal quarter of 2005 increased by 18 percent over diluted earnings per share from continuing operations, excluding specified items, of 66 cents for the third fiscal quarter of 2004. For the nine-month period, diluted earnings per share from continuing operations, excluding specified items and share-based compensation expense, of $2.24 for fiscal 2005 increased by 20 percent over diluted earnings per share from continuing operations, excluding specified items, of $1.86 for fiscal 2004.

Share-Based Compensation

Effective October 1, 2004, BD adopted FASB Statement No. 123 (revised) relating to the expensing of share-based incentive awards. Diluted earnings per share from continuing operations for the third quarter and nine-month period included 5 cents and 12 cents, respectively, of share-based compensation expense associated with the adoption of FASB Statement No. 123 (revised), and the equity-based awards granted under BD’s new long-term incentive program. This program consists of a mix of performance-based restricted stock unit awards, time-vested restricted stock unit awards and stock options or stock appreciation rights.

Segment Results

In the BD Medical segment, worldwide revenues for the quarter were $770 million, representing an increase of 13 percent from the prior year period. Contributing to the growth of the segment were strong sales in the Diabetes Care and Pharmaceutical Systems units. U.S. sales of safety-engineered products totaled $119 million compared with $113 million in the prior year’s quarter. For the nine-month period ended June 30, 2005, U.S. sales of safety-engineered products totaled $360 million compared with $337 million in the prior year’s period. Included in BD Medical revenues were international sales of safety-engineered products of $22 million, compared with $16 million in the prior year’s quarter. For the nine-month period ended June 30, 2005, international sales of safety-engineered products totaled $60 million compared with $47 million in the prior year’s period. For the nine-month period ended June 30, 2005, total BD Medical segment revenues increased by 10 percent from the prior year period.

In the BD Diagnostics segment, worldwide revenues for the quarter were $411 million, representing an increase of 10 percent from the prior year period. The Diagnostic Systems unit of the segment reported revenue growth of 9 percent, reflecting solid worldwide sales of its molecular diagnostic platforms. The Preanalytical Systems unit of the segment reported revenue growth of 10 percent. U.S. sales of safety-engineered products, impacted by early BD Vacutainer® Push Button Blood Collection Set conversion activity, totaled $92 million compared with $80 million in the prior year’s quarter. For the nine-month period ended June 30, 2005, U.S. sales of safety-engineered products totaled $258 million compared with $231 million in the prior year’s period. Included in Preanalytical Systems revenues were international sales of safety-engineered products of $52 million, compared with $37 million in the prior year’s quarter. For the nine-month period ended June 30, 2005, international sales of safety-engineered products totaled $143 million compared with $101 million in the prior year’s period. For the nine-month period ended June 30, 2005, total BD Diagnostics segment revenues increased by 8 percent from the prior year period.

In the BD Biosciences segment, worldwide revenues from continuing operations for the quarter were $200 million, representing an increase of 8 percent from the prior year period. Research instrument and reagent growth continued to be the primary growth contributors, driven by increased demand for high-end research analyzers. As in the previous quarter, increased sales of Discovery Labware products also contributed to sales growth. For the nine-month period ended June 30, 2005, total BD Biosciences segment revenues increased by 10 percent from the prior period, representing continued strong sales of flow cytometry instruments and reagents.

Geographic Results

Third quarter revenues in the U.S. of $650 million represented an increase of 7 percent over the prior year period. Revenues outside the U.S. of $732 million represented an increase of 15 percent over the prior year period, including an estimated 7 percent benefit from foreign currency translation.

For the nine-month period ended June 30, 2005, revenues in the U.S. of $1.904 billion represented an increase of 5 percent over the prior year period. Revenues outside of the U.S. of $2.131 billion represented an increase of 14 percent over the prior year period, including an estimated 6 percent benefit from foreign currency translation.

Fiscal 2005 Outlook for Fourth Quarter and Full Year

The following analyses of estimated diluted earnings per share from continuing operations for the fourth fiscal quarter and full year exclude specified items and share-based compensation expense that affect the comparability of results between periods.

	Three Months Ended				Twelve Months Ended
	September 30,				September 30,
	FY2005		FY2004	% Incr.	FY2005		FY2004	% Incr.
	(Estimated)				(Estimated)
Diluted EPS from Continuing Operations	$0.65-$0.67	(1)	$0.70	-7%to-4%	$2.83-$2.85	(1)	$2.21	28%-29%
Specified Items:
Tax Examinations(2)	-		-		(0.04)		-
Tax Rate Impact(3)	0.02		-		-		-
BGM Charges(4)	-		-		-		0.11
Litigation Settlement(4)	-		-		-		0.24
	0.02		-		(0.04)		0.35
Diluted EPS from Continuing Operations Excluding Specified Items	$0.67-$0.69		$0.70		$2.79-$2.81		$2.56
Share-based Comp. Exp.(5)	0.06-0.07		-		0.18-0.19		-
	0.06-0.07		-		0.18-0.19		-
Diluted EPS from Continuing Operations Excluding Specified Items and Share-based Compensation Expense	$0.74-$0.76		$ 0.70	6%-9%	$2.98-$3.00		$ 2.56	16%-17%

⁽¹⁾Fiscal 2005 fourth quarter and full year estimated diluted earnings per share from continuing operations do not include the impact on taxes that would result if, as currently anticipated, the Company were to determine that it would repatriate certain undistributed earnings of foreign subsidiaries under the American Jobs Creation Act of 2004.

⁽²⁾Represents the effect on estimated diluted earnings per share from continuing operations of the reversal of tax reserves in the first fiscal quarter in connection with the conclusion of tax examinations in four non-U.S. jurisdictions.

⁽³⁾Represents the effect on diluted earnings per share from continuing operations of tax-related events that caused the tax rate to vary from the expected effective tax rate for the year. The effective tax rate for the year, without taking into account the tax impact of the items described in notes (1), (2) and (5) herein, is expected to be 25.5%.

⁽⁴⁾Included in fiscal 2004 diluted earnings per share from continuing operations are the previously noted first quarter BGM charge of 11 cents per diluted share and the third quarter litigation charge of 24 cents per diluted share.

⁽⁵⁾Represents the effect on estimated diluted earnings per share from continuing operations of share-based compensation expense associated with the early adoption of FASB Statement No. 123 (revised), and the equity-based awards granted under the new long-term incentive program, including an estimated fourth quarter adjustment associated with a projected increase in the estimated payout of performance-based restricted stock unit awards.

The Company estimates that fourth fiscal quarter 2005 diluted earnings per share from continuing operations, excluding specified items and share-based compensation expense, will increase in the range of 6 to 9 percent over fourth fiscal quarter 2004 diluted earnings per share from continuing operations of 70 cents.

The Company also estimates that diluted earnings per share from continuing operations for fiscal 2005, excluding specified items and share-based compensation expense, will increase in the range of 16 to 17 percent over fiscal 2004 diluted earnings per share from continuing operations, excluding specified items, of $2.56.

Conference Call Information

A conference call regarding BD’s third fiscal quarter results and its expectations for the fourth fiscal quarter and full fiscal year will be broadcast live on BD’s website, www.bd.com/investors, at 10:00 a.m. (ET) Friday, July 22, 2005. The conference call will be available for replay on BD’s website, www.bd.com/investors, or at 1-800-933-9609 (domestic) and 1-402-530-8098 (international) through the close of business on July 29, 2005.

This news release contains certain non-GAAP financial measures. A reconciliation of these and other measures to the comparable GAAP measures is included in this release and in the attached financial tables.

BD is a medical technology company that serves healthcare institutions, life science researchers, clinical laboratories, industry and the general public. BD manufactures and sells a broad range of medical supplies, devices, laboratory equipment and diagnostic products. For the fiscal year ended September 30, 2004, BD reported total revenues of $4.935 billion.

***

This press release, including the section entitled “Fiscal 2005 Outlook for Fourth Quarter and Full Year,” contains certain estimates and other forward-looking statements (as defined under Federal securities laws) regarding BD’s performance, including future revenues, earnings per share and income, or events or developments that BD expects to occur or anticipates occurring in the future. 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, factors that could cause actual results to vary materially from any forward-looking statement include, but are not limited to: competitive factors; pricing and market share pressures; changes in interest or foreign currency exchange rates; difficulties inherent in product development and delays in product introductions; changes in regional, national or foreign economic conditions; increases in energy costs and their effect on, among other things, the cost of producing BD’s products; 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) and changes in healthcare or other governmental regulation; issuance of new or revised accounting standards, as well as other factors discussed in this press release and 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 thousands, except per-share data)

	Three Months Ended June 30,
	2005			2004			% Change
REVENUES	$	1,381,306		$	1,242,714		11.2
Cost of products sold		686,764	(1)		615,613		11.6
Selling and administrative		365,919	(1)		332,738		10.0
Research and development		67,003	(1)		58,498		14.5
Litigation settlement		—			100,000		NM
TOTAL OPERATING COSTS
AND EXPENSES		1,119,686			1,106,849		1.2
OPERATING INCOME		261,620			135,865		92.6
Interest expense, net		(3,561	)		(4,127	)	(13.7	)
Other expense, net		(984	)		(601	)	63.7
INCOME FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES		257,075			131,137		96.0
Income tax provision		67,274			20,975		NM
INCOME FROM CONTINUING OPERATIONS		189,801			110,162		72.3
LOSS FROM DISCONTINUED OPERATIONS
NET OF INCOME TAX BENEFIT OF $91 IN
2005 AND $509 IN 2004, RESPECTIVELY		(133	)		(766	)	NM
NET INCOME	$	189,668		$	109,396		73.4
EARNINGS PER SHARE
Basic:
Income from continuing operations	$	0.75		$	0.43		74.4
Loss from discontinued operations	$	—		$	—		—
Net income (2)	$	0.75		$	0.43		74.4
Diluted:
Income from continuing operations	$	0.73		$	0.42		73.8
Loss from discontinued operations	$	—		$	—		—
Net income (2)	$	0.73		$	0.41		78.0
AVERAGE SHARES OUTSTANDING
Basic		251,866			252,433
Diluted		260,099			264,336

NM - Not Meaningful
(1)	Includes share-based compensation expense relating to the early adoption of SFAS No. 123 (revised),“Share-Based Payment” and the equity-based awards granted under the new long-term incentive program.
(2)	Total per share amounts may not add due to rounding.
	Page 1

BECTON DICKINSON AND COMPANY
SUPPLEMENTAL INFORMATION
Three Months Ended June 30,
(Unaudited; Amounts in thousands, except per-share data)

	2005
	As Reported			SFAS# 123(revised) Adoption (1)			Tax Rate Impact (2)			Excluding Items
Cost of products sold	$	686,764		$	(2,385	)	$	—		$	684,379
as a % of revenues		49.7	%								49.5	%
Gross profit		694,542			2,385			—			696,927
as a % of revenues		50.3	%								50.5	%
Selling and administrative		365,919			(13,029	)		—			352,890
as a % of revenues		26.5	%								25.5	%
Research and development		67,003			(1,465	)		—			65,538
as a % of revenues		4.9	%								4.7	%
Operating Income		261,620			16,879			—			278,499
as a % of revenues		18.9	%								20.2	%
Income taxes		67,274			4,643			(2,059	)		69,858
effective tax rate		26.2	%								25.5	%
Income from continuing operations		189,801			12,236			2,059			204,096
as a % of revenues		13.7	%								14.8	%
Diluted earnings per share
Income from continuing operations (3)	$	0.73		$	0.05		$	0.01		$	0.78
Loss from discontinued operations	$	—		$	—		$	—		$	—
Diluted earnings per share (3)	$	0.73		$	0.05		$	0.01		$	0.78

(1)	Relates to the early adoption of SFAS No. 123 (revised), “Share-Based Payment” and the equity-based awards granted under the new long-term incentive program. Fiscal 2004 amounts have not been restated.
(2)	Represents the effect on diluted earnings per share from continuing operations of tax-related events that caused the tax rate to vary from the expected effective tax rate for the year. The expected effective tax rate for the year, without taking into account the tax impact of item described in note (1) herein, is 25.5%.
(3)	Total per share amounts may not add due to rounding.

	2004
		As Reported			Litigation Settlement (4)		Excluding Charge
Operating Income		135,865			100,000		235,865
as a % of revenues		10.9	%				19.0	%
Net Income		109,396			63,000		172,396
as a % of revenues		8.8	%				13.9	%
Diluted earnings per share
Income from continuing operations (3)	$	0.42		$	0.24	$	0.66
Loss from discontinued operations	$	—		$	—	$	—
Diluted earnings per share (3)	$	0.41		$	0.24	$	0.65

(3)	Total per share amounts may not add due to rounding.
(4)	Relates to the fiscal 2004 charge associated with a litigation settlement.
	Page 2

BECTON DICKINSON AND COMPANY
CONSOLIDATED INCOME STATEMENTS
(Unaudited; Amounts in thousands, except per-share data)

	Nine Months Ended June 30,
	2005				2004				% Change
REVENUES	$	4,035,205			$	3,681,467				9.6
Cost of products sold		1,999,283		(1)		1,879,384		(2)		6.4
Selling and administrative		1,073,346		(1)		991,198				8.3
Research and development		195,074		(1)		176,941				10.2
Litigation settlement		—				100,000				NM
TOTAL OPERATING COSTS      AND EXPENSES		3,267,703				3,147,523				3.8
OPERATING INCOME		767,502				533,944				43.7
Interest expense, net		(17,239	)			(21,015	)			(18.0	)
Other (expense) income, net		(6,087	)			(4,631	)			31.4
INCOME FROM CONTINUING OPERATIONS BEFORE         INCOME TAXES		744,176				508,298				46.4
Income tax provision		173,468				109,128				59.0
INCOME FROM CONTINUING OPERATIONS		570,708				399,170				43.0
INCOME FROM DISCONTINUED OPERATIONS
NET OF INCOME TAX PROVISION OF $1,547 IN    2005 AND $388 IN 2004, RESPECTIVELY		2,461				788				NM
NET INCOME	$	573,169			$	399,958				43.3
EARNINGS PER SHARE
Basic:
Income from continuing operations	$	2.26			$	1.57				43.9
Income from discontinued operations	$	0.01			$	—				NM
Net income (3)	$	2.27			$	1.58				43.7
Diluted:
Income from continuing operations	$	2.18			$	1.51				44.4
Income from discontinued operations	$	0.01			$	—				NM
Net income (3)	$	2.19			$	1.51				45.0
AVERAGE SHARES OUTSTANDING
Basic		252,167				252,617
Diluted		261,897				264,008

NM - - Not Meaningful
(1)	Includes share-based compensation expense relating to the early adoption of SFAS No. 123 (revised), “Share-Based Payment” and the equity-based awards granted under the new long-term incentive program.
(2)	Includes a $45,024 charge associated with blood glucose monitoring (BGM) products.
(3)	Total per share amounts may not add due to rounding.

Page 3

BECTON DICKINSON AND COMPANY
SUPPLEMENTAL INFORMATION
Nine Months Ended June 30,
(Unaudited; Amounts in thousands, except per-share data)

	2005
	As Reported			SFAS# 123(revised) Adoption (1)			Tax Examinations (2)			Tax Rate Impact (3)			Excluding Items
Cost of products sold	$	1,999,283		$	(6,293	)	$	—		$	—		$	1,992,990
as a % of revenues		49.5	%											49.4	%
Gross profit		2,035,922			6,293			—			—			2,042,215
as a % of revenues		50.5	%											50.6	%
Selling and administrative		1,073,346			(34,884	)		—			—			1,038,462
as a % of revenues		26.6	%											25.7	%
Research and development		195,074			(3,847	)		—			—			191,227
as a % of revenues		4.8	%											4.7	%
Operating Income		767,502			45,024			—			—			812,526
as a % of revenues		19.0	%											20.1	%
Income taxes		173,468			12,331			11,265			4,181			201,245	&n bsp;
effective tax rate		23.3	%											25.5	%
Income from continuing operations		570,708			32,693			(11,265	)		(4,181	)		587,955
as a % of revenues		14.1	%											14.6	%
Diluted earnings per share
Income from continuing operations	$	2.18		$	0.12		$	(0.04	)	$	(0.02	)	$	2.24
Income from discontinued operations	$	0.01		$	—		$	—		$	—		$	0.01
Diluted earnings per share	$	2.19		$	0.12		$	(0.04	)	$	(0.02	)	$	2.25

(1)	Relates to the early adoption of SFAS No. 123 (revised), “Share-Based Payment” and the equity-based awards granted under the new long-term incentive program. Fiscal 2004 amounts have not been restated.
(2)	Relates to the reversal of tax reserves in connection with the conclusion of tax examinations in four non-U.S. jurisdictions that occurred in the first quarter.
(3)	Represents the effect on diluted earnings per share from continuing operations of tax-related events that caused the tax rate to vary from the expected effective tax rate for the year. The expected effective tax rate for the year, without taking into account the tax impact of items described in notes (1) and (2) herein, is 25.5%.

	2004
	As Reported			BGM Charges (4)		Litigation Settlement (5)		Excluding Charges
Gross Profit	$	1,802,083		$	45,024	$	—	$	1,847,107
as a % of revenues		49.0	%						50.2	%
Operating Income		533,944			45,024		100,000		678,968
as a % of revenues		14.5	%						18.4	%
Net Income		399,958			27,915		63,000		490,873
as a % of revenues		10.9	%						13.3	%
Diluted earnings per share
Income from continuing operations	$	1.51		$	0.11	$	0.24	$	1.86
Income from discontinued operations	$	—		$	—	$	—	$	—
Diluted earnings per share	$	1.51		$	0.11	$	0.24	$	1.86

(4)	Relates to the fiscal 2004 charge associated with blood glucose monitoring (BGM) products.
(5)	Relates to the fiscal 2004 charge associated with a litigation settlement.

Page 4

BECTON DICKINSON AND COMPANY
SUPPLEMENTAL REVENUE INFORMATION
REVENUES BY SEGMENT AND GEOGRAPHIC AREA
(Unaudited; Amounts in thousands)

	Three Months Ended June 30,
		2005	2004		% Change
BD MEDICAL
United States	$	338,238	$	316,312	6.9
International		431,980		366,333	17.9
TOTAL	$	770,218	$	682,645	12.8
BD DIAGNOSTICS
United States	$	218,536	$	206,842	5.7
International		192,207		167,353	14.9
TOTAL	$	410,743	$	374,195	9.8
BD BIOSCIENCES
United States	$	92,809	$	85,380	8.7
International		107,536		100,494	7.0
TOTAL	$	200,345	$	185,874	7.8
TOTAL REVENUES
United States	$	649,583	$	608,534	6.7
International		731,723		634,180	15.4
TOTAL	$	1,381,306	$	1,242,714	11.2

Page 5

BECTON DICKINSON AND COMPANY
SUPPLEMENTAL REVENUE INFORMATION
REVENUES BY SEGMENT AND GEOGRAPHIC AREA
(Unaudited; Amounts in thousands)

	Nine Months Ended June 30,
	2005		2004		% Change
BD MEDICAL
United States	$	997,936	$	940,747	6.1
International		1,197,769		1,051,407	13.9
TOTAL	$	2,195,705	$	1,992,154	10.2
BD DIAGNOSTICS
United States	$	650,419	$	631,178	3.0
International		603,876		526,837	14.6
TOTAL	$	1,254,295	$	1,158,015	8.3
BD BIOSCIENCES
United States	$	255,453	$	232,639	9.8
International		329,752		298,659	10.4
TOTAL	$	585,205	$	531,298	10.1
TOTAL REVENUES
United States	$	1,903,808	$	1,804,564	5.5
International		2,131,397		1,876,903	13.6
TOTAL	$	4,035,205	$	3,681,467	9.6

Page 6

BECTON DICKINSON AND COMPANY
SUPPLEMENTAL REVENUE INFORMATION
REVENUES BY BUSINESS SEGMENTS AND UNITS
Three Months Ended June 30,
(Unaudited; Amounts in thousands)

	United States
	2005		2004		% Change
BD MEDICAL
Medical Surgical Systems	$	208,818	$	200,407		4.2
Diabetes Care		97,006		85,693		13.2
Pharmaceutical Systems		27,034		24,382		10.9
Ophthalmic Systems		5,380		5,830		(7.7	)
TOTAL	$	338,238	$	316,312		6.9
BD DIAGNOSTICS
Preanalytical Systems	$	120,283	$	113,305		6.2
Diagnostic Systems		98,253		93,537		5.0
TOTAL	$	218,536	$	206,842		5.7
BD BIOSCIENCES
Discovery Labware	$	29,374	$	26,353		11.5
Immunocytometry Systems		43,908		39,871		10.1
Pharmingen		19,527		19,156		1.9
TOTAL	$	92,809	$	85,380		8.7
TOTAL UNITED STATES	$	649,583	$	608,534		6.7

Page 7

BECTON DICKINSON AND COMPANY
SUPPLEMENTAL REVENUE INFORMATION
REVENUES BY BUSINESS SEGMENTS AND UNITS
Three Months Ended June 30, (continued)
(Unaudited; Amounts in thousands)

	International
					% Change
	2005		2004		Reported			FX Neutral			FX Impact
BD MEDICAL
Medical Surgical Systems	$	211,676	$	188,824		12.1			5.4			6.7
Diabetes Care		74,309		62,299		19.3			11.8			7.5
Pharmaceutical Systems		136,003		106,829		27.3			19.5			7.8
Ophthalmic Systems		9,992		8,381		19.2			12.9			6.3
TOTAL	$	431,980	$	366,333		17.9			10.7			7.2
BD DIAGNOSTICS
Preanalytical Systems	$	102,543	$	88,640		15.7			8.5			7.2
Diagnostic Systems		89,664		78,713		13.9			7.8			6.1
TOTAL	$	192,207	$	167,353		14.9			8.1			6.8
BD BIOSCIENCES
Discovery Labware	$	23,716	$	21,397		10.8			4.2			6.6
Immunocytometry Systems		66,945		62,130		7.7			2.3			5.4
Pharmingen		16,875		16,967		(0.5	)		(4.9	)		4.4
TOTAL	$	107,536	$	100,494		7.0			1.5			5.5
TOTAL INTERNATIONAL	$	731,723	$	634,180		15.4			8.6			6.8

Page 8

BECTON DICKINSON AND COMPANY
SUPPLEMENTAL REVENUE INFORMATION
REVENUES BY BUSINESS SEGMENTS AND UNITS
Three Months Ended June 30, (continued)
(Unaudited; Amounts in thousands)

	Total
					% Change
	2005		2004		Reported		FX Neutral			FX Impact
BD MEDICAL
Medical Surgical Systems	$	420,494	$	389,231		8.0		4.8			3.2
Diabetes Care		171,315		147,992		15.8		12.6			3.2
Pharmaceutical Systems		163,037		131,211		24.3		17.9			6.4
Ophthalmic Systems		15,372		14,211		8.2		4.4			3.8
TOTAL	$	770,218	$	682,645		12.8		9.0			3.8
BD DIAGNOSTICS
Preanalytical Systems	$	222,826	$	201,945		10.3		7.2			3.1
Diagnostic Systems		187,917		172,250		9.1		6.3			2.8
TOTAL	$	410,743	$	374,195		9.8		6.8			3.0
BD BIOSCIENCES
Discovery Labware	$	53,090	$	47,750		11.2		8.2			3.0
Immunocytometry Systems		110,853		102,001		8.7		5.4			3.3
Pharmingen		36,402		36,123		0.8		(1.3	)		2.1
TOTAL	$	200,345	$	185,874		7.8		4.8			3.0
TOTAL REVENUES	$	1,381,306	$	1,242,714		11.2		7.7			3.5

Page 9

BECTON DICKINSON AND COMPANY
SUPPLEMENTAL REVENUE INFORMATION
REVENUES BY BUSINESS SEGMENTS AND UNITS
Nine Months Ended June 30,
(Unaudited; Amounts in thousands)

		United States
		2005		2004	% Change
BD MEDICAL
Medical Surgical Systems	$	627,995	$	595,344	5.5
Diabetes Care		279,949		249,272	12.3
Pharmaceutical Systems		73,855		79,013	(6.5	)
Ophthalmic Systems		16,137		17,118	(5.7	)
TOTAL	$	997,936	$	940,747	6.1
BD DIAGNOSTICS
Preanalytical Systems	$	342,096	$	329,396	3.9
Diagnostic Systems		308,323		301,782	2.2
TOTAL	$	650,419	$	631,178	3.0
BD BIOSCIENCES
Discovery Labware	$	80,157	$	74,233	8.0
Immunocytometry Systems		119,653		104,768	14.2
Pharmingen		55,643		53,638	3.7
TOTAL	$	255,453	$	232,639	9.8
TOTAL UNITED STATES	$	1,903,808	$	1,804,564	5.5

Page 10

BECTON DICKINSON AND COMPANY
SUPPLEMENTAL REVENUE INFORMATION
REVENUES BY BUSINESS SEGMENTS AND UNITS
Nine Months Ended June 30, (continued)
(Unaudited; Amounts in thousands)

	International
					% Change
	2005		2004		Reported		FX Neutral		FX Impact
BD MEDICAL
Medical Surgical Systems	$	604,355	$	552,210		9.4		4.0		5.4
Diabetes Care		212,240		181,814		16.7		10.3		6.4
Pharmaceutical Systems		352,638		292,773		20.4		13.5		6.9
Ophthalmic Systems		28,536		24,610		16.0		9.7		6.3
TOTAL	$	1,197,769	$	1,051,407		13.9		7.9		6.0
BD DIAGNOSTICS
Preanalytical Systems	$	294,086	$	253,472		16.0		9.7		6.3
Diagnostic Systems		309,790		273,365		13.3		7.7		5.6
TOTAL	$	603,876	$	526,837		14.6		8.7		5.9
BD BIOSCIENCES
Discovery Labware	$	72,307	$	66,953		8.0		2.2		5.8
Immunocytometry Systems		205,060		182,779		12.2		6.7		5.5
Pharmingen		52,385		48,927		7.1		2.5		4.6
TOTAL	$	329,752	$	298,659		10.4		5.0		5.4
TOTAL INTERNATIONAL	$	2,131,397	$	1,876,903		13.6		7.6		6.0

Page 11

BECTON DICKINSON AND COMPANY
SUPPLEMENTAL REVENUE INFORMATION
REVENUES BY BUSINESS SEGMENTS AND UNITS
Nine Months Ended June 30, (continued)
(Unaudited; Amounts in thousands)

		Total
						% Change
		2005		2004	Reported	FX Neutral	FX Impact
BD MEDICAL
Medical Surgical Systems	$	1,232,350	$	1,147,554	7.4	4.8	2.6
Diabetes Care		492,189		431,086	14.2	11.5	2.7
Pharmaceutical Systems		426,493		371,786	14.7	9.3	5.4
Ophthalmic Systems		44,673		41,728	7.1	3.4	3.7
TOTAL	$	2,195,705	$	1,992,154	10.2	7.0	3.2
BD DIAGNOSTICS
Preanalytical Systems	$	636,182	$	582,868	9.1	6.4	2.7
Diagnostic Systems		618,113		575,147	7.5	4.8	2.7
TOTAL	$	1,254,295	$	1,158,015	8.3	5.6	2.7
BD BIOSCIENCES
Discovery Labware	$	152,464	$	141,186	8.0	5.2	2.8
Immunocytometry Systems		324,713		287,547	12.9	9.4	3.5
Pharmingen		108,028		102,565	5.3	3.2	2.1
TOTAL	$	585,205	$	531,298	10.1	7.1	3.0
TOTAL REVENUES	$	4,035,205	$	3,681,467	9.6	6.6	3.0

Page 12