Common stock held in trusts represents rabbi trusts in connection with the Company’s employee salary and bonus deferral plan and Directors’ deferral plan.

In 1998, the Board of Directors authorized a two-for-one stock split. Par value remained at $1.00 per common share, and the number of authorized common shares increased from 320,000,000 to 640,000,000 shares. The stock split was recorded by reclassifying $166,331, the par value of the additional shares resulting from the split, from Capital in excess of par value and Retained earnings to Common stock.

Preferred Stock Purchase Rights

In 1995, the Board of Directors adopted a new shareholder rights plan (the “New Plan”) to replace the original rights plan upon its expiration in 1996. In accordance with the New Plan, each certificate representing a share of outstanding common stock of the Company also represents one-quarter of a Preferred Stock Purchase Right (a “Right”). Each whole Right will entitle the registered holder to purchase from the Company one two-hundredth of a share of Preferred Stock, Series A, par value $1.00 per share, at a price of $270. The Rights will not become exercisable unless and until, among other things, a third party acquires 20% or more of the Company’s outstanding common stock. The Rights are redeemable under certain circumstances at $.01 per Right and will expire, unless earlier redeemed, on April 25, 2006. There are 500,000 shares of preferred stock designated Series A, none of which has been issued.

Effective October 1, 1998, the Company adopted the provisions of SFAS No. 130, “Reporting Comprehensive Income.” This Statement specifies the reporting requirements for comprehensive income, which consists of net income and other comprehensive income. Other comprehensive income includes foreign currency translation adjustments and unrealized gains (losses) on investments. In accordance with the provisions of this Statement, Consolidated Statements of Comprehensive Income have been included in the fiscal 1999 consolidated financial statements.

Accumulated other comprehensive income has been reported as a separate component of Shareholders’ Equity, in accordance with the requirements of this Statement. The components of Accumulated other comprehensive income are as follows:

Generally, the net assets of foreign operations are translated into U.S. dollars using current exchange rates. The U.S. dollar results that arise from such translation, as well as exchange gains and losses on intercompany balances of a long-term investment nature, are included in the cumulative currency translation adjustments in Accumulated other comprehensive income.

The tax benefit on Unrealized losses on investments for 1999 was $2,000. The income taxes related to Foreign currency translation adjustments were not significant in any year presented, as income taxes were generally not provided for translation adjustments.

Commitments

Rental expense for all operating leases amounted to $46,000 in 1999, $44,800 in 1998, and $48,200 in 1997. Future minimum rental commitments on noncancelable leases are as follows: 2000-$29,300; 2001-$26,000; 2002-$20,700 ; 2003-$12,600; 2004-$11,000 and an aggregate of $53,000 thereafter.

As of September 30, 1999, the Company has certain future capital commitments aggregating approximately $104,700, which will be expended over the next several years.

Contingencies

The Company believes that its operations comply in all material respects with applicable laws and regulations. The Company is a party to a number of Federal proceedings in the United States brought under the Comprehensive Environmental Response, Compensation and Liability Act, also known as “Superfund,” and similar state laws. For all sites, there are other potentially responsible parties that may be jointly or severally liable to pay all cleanup costs. The Company accrues costs for an estimated environmental liability based upon its best estimate within the range of probable losses, without considering third-party recoveries. The Company believes that any reasonably possible losses in excess of accruals would be immaterial to the Company’s financial condition.

 




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BECTON DICKINSON AND COMPANY
1 Becton Drive
Franklin Lakes, New Jersey USA 07417-1883
201-847-6800

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