Annual Meeting
1:00 p.m.
Tuesday, January 31, 2006
Hilton Short Hills
41 John F. Kennedy Parkway
Short Hills, NJ 07078
Direct Stock Purchase Plan
The Direct Stock Purchase Plan established through Computershare Trust Company, N.A., enhances the services provided to existing shareholders and facilitates initial investments in BD shares. Additional information may be obtained by calling Computershare Trust Company, N.A. at 1-866-238-5345.
NYSE Symbol
BDX
On March 2, 2005, Edward J. Ludwig, Chairman, President and Chief Executive Officer, submitted to the NYSE the Written Affirmation required by the rules of the NYSE certifying that he was not aware of any violations by BD of NYSE Corporate Governance listing standards.
The certifications of Mr. Ludwig and John R. Considine, Executive Vice President and Chief Financial Officer, made pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 regarding the quality of BD’s public disclosure, have been filed as exhibits to the Company’s 2005 Annual Report on Form 10-K.
Transfer Agent and Registrar
Computershare Trust Company, N.A.
250 Royall Street
Canton, MA 02021
Phone: 1-877-498-8861
International: 781-575-2726
E-mail: equiserve@equiserve.com
Internet: www.computershare.com/equiserve
Common Stock Prices and Dividends
(per common share) |
 |
| By Quarter |
2005 |
|
| |
High |
Low |
Dividends |
| First |
$ |
57.83 |
|
$ |
49.52 |
|
$ |
0.18 |
|
| Second |
|
59.98 |
|
|
53.90 |
|
|
0.18 |
|
| Third |
|
59.65 |
|
|
51.27 |
|
|
0.18 |
|
| Fourth |
|
55.65 |
|
|
51.30 |
|
|
0.18 |
|
|
By Quarter |
2004 |
|
| |
High |
Low |
Dividends |
| First |
$ |
41.45 |
|
$ |
35.71 |
|
$ |
0.15 |
|
| Second |
|
49.89 |
|
|
41.03 |
|
|
0.15 |
|
| Third |
|
53.25 |
|
|
47.74 |
|
|
0.15 |
|
| Fourth |
|
51.81 |
|
|
46.41 |
|
|
0.15 |
|
|
Shareholder Information
BD’s Statement of Corporate Governance Principles, BD’s Business Conduct and Compliance Guide, the charters of BD’s Committees of the Board of Directors and BD’s reports and statements filed with or furnished to the Securities and Exchange Commission, are posted on BD’s website at www.bd.com/investors/. Shareholders may receive, without charge, printed copies of these documents, including BD’s 2005 Annual Report to the Securities and Exchange Commission on Form 10-K, by contacting:
Investor Relations
BD
1 Becton Drive
Franklin Lakes, NJ 07417-1880
Phone: 1-800-284-6845
Internet: www.bd.com
Independent Auditors
Ernst & Young LLP
5 Times Square
New York, NY 10036-6530
Phone: 212-773-3000
Internet: www.ey.com
The trademarks indicated by italics are the property of, licensed to, promoted or distributed by Becton, Dickinson and Company, its subsidiaries or related companies. All other brands are trademarks of their respective holders.
Certain BD Biosciences products are intended for research use only, and not for use in diagnostic or therapeutic procedures.
©2005 BD
| Reconciliations to adjusted amounts (in millions) |
2005 |
2004 |
|
| Gross profit |
$ |
2,753 |
|
$ |
2,434 |
|
| Share-based compensation expense |
|
10 |
|
|
— |
|
| BGM charges |
|
— |
|
|
45 |
|
|
| Gross profit–adjusted |
$ |
2,762 |
|
$ |
2,479 |
|
|
| as a % of revenues |
|
51.0 |
% |
|
50.2 |
% |
|
| Research and development (R&D) expense |
$ |
272 |
|
$ |
236 |
|
| Share-based compensation expense |
|
6 |
|
|
— |
|
|
| R&D expense–adjusted |
$ |
266 |
|
$ |
236 |
|
|
| % change from 2004 |
|
13.0 |
% |
|
|
|
|
| Operating income |
$ |
1,031 |
|
$ |
787 |
|
| Share-based compensation expense |
|
70 |
|
|
— |
|
| BGM charges |
|
— |
|
|
45 |
|
| Litigation settlement |
|
— |
|
|
100 |
|
|
| Operating income–adjusted |
$ |
1,101 |
|
$ |
932 |
|
|
| as a % of revenues |
|
20.3 |
% |
|
18.9 |
% |
|
Amounts may not add due to rounding.
|
|
|
|
