To Our Shareholders:

Fiscal 2009 was another strong year of achievement and progress for BD.
Thanks to the commitment of our 29,000 associates and the support of our
customers, we exceeded our earnings objectives for the ninth consecutive year.

Fiscal 2009 was also one of the most challenging years we have faced during our tenure as leaders at BD. We continued to experience a difficult global business environment and foreign exchange fluctuations which significantly impacted our revenues; however, our diversified portfolio steadied us and, as a result, we continued to grow.

Our financial performance this year was the result of disciplined expense management combined with solid revenues and well implemented currency risk management.
We are taking prudent actions, including global cost control measures, and we are maintaining and continuing to make strategic investments that will benefit BD's future.

We continue to implement our “Growth through Innovation” strategy, which is empowered by our commitment to achieve outstanding operational excellence to enable us to increase investments in innovation to fuel our growth. Our strategy is to increase sustainable revenue growth by serving as a global leader in developing and applying technologies to solve emerging, sometimes underappreciated, but important and fundamental healthcare problems. We plan to do this by:

• Enabling faster and more efficient discovery and development of medical therapies;
• Facilitating faster and more accurate diagnosis to accelerate and improve the treatment of disease; and lastly,
• Providing unique and affordable devices to safely and effectively deliver drugs and vaccines.

We direct our efforts at four major areas of healthcare and life sciences improvement:

• Reducing the spread of infection for healthcare workers and patients;
• Advancing global health, which includes safe immunization as well as diagnostics for HIV/AIDS and tuberculosis (TB);
• Enhancing therapy by working with pharma partners in research, production of their drugs, and drug delivery; and,
• Improving disease management, which includes cancer, infectious diseases and diabetes.

These four broad areas of healthcare and life sciences represent exciting growth opportunities for BD that build upon our capabilities.

Key Strategic Developments and Investments

BD continues to invest in innovation to enable us to achieve long-term growth and continued future success. We recently acquired HandyLab, Inc., an Ann Arbor, Michigan-based company that develops and manufactures molecular diagnostic assays and automation platforms. HandyLab has developed and commercialized a flexible automated platform for performing molecular diagnostics which is an ideal complement to our existing molecular diagnostics offerings, specifically in the area of healthcare-associated infections. The flexibility of this novel platform will allow further expansion of the BD molecular diagnostic menu.

We also continued to invest in our international capabilities. We see significant opportunity for BD as healthcare systems are modernized and expanded in emerging countries such as China and India. As a global company, BD is well positioned to benefit from global economic expansion arising from countries at all stages of economic development, from developing to emerging to industrialized.

During 2009, we strengthened our Pharmaceutical Systems manufacturing base, expanding our plant in Mexico, and we expect to complete our Tatabánya, Hungary facility by the second quarter of fiscal 2010. We also expect our new animal-free, antibiotic-free cell culture media plant in Miami, Florida, to begin production in fiscal 2010.

We continued making progress on EVEREST, our program to upgrade our enterprise resource planning (ERP) system. EVEREST will enable us to shut off legacy business systems covering approximately 50 percent of the company, and also improve worldwide supply chain management. This initiative will provide the foundation for global, common work processes and refresh technology to drive operating effectiveness and improve service excellence to customers.

Financial Performance

BD revenues of $7.2 billion represent an increase of 1 percent over fiscal 2008, or 5 percent growth on a currency-neutral basis. Challenges this year included the impact of the global economic crisis, particularly on our BD Biosciences segment, as well as lower government purchases in certain developing markets and reduced distributor inventories in certain businesses in the United States, which impacted the BD Medical and BD Diagnostics segments.

On the positive front, we experienced doubledigit revenue growth in Asia Pacific and Latin America. Operating margins increased. We invested more than $400 million in R&D. Our diluted earnings per share from continuing operations increased 11 percent on a reported basis. Net cash flow provided by continuing operating activities was $1.7 billion, and we invested approximately $600 million in new production capacity and other capital improvements. In November 2009, we increased our dividend by 12 percent to $1.48, our 37th year of consecutive dividend increases. We also returned $550 million in value to shareholders in share repurchases.

When we look at investments in the healthcare sector generally and BD in particular over the long term, the returns are quite favorable. BD's results are very strong, as demonstrated in the chart above.

BD Medical revenues were relatively flat compared with 2008 at $3.7 billion. Revenues increased by 6 percent on a currency-neutral basis. Key contributors included strong sales of both Pharmaceutical Systems and Medical Surgical Systems products, including a favorable impact from flu-related sales. Safety-engineered devices were again an important contributor, increasing by 5 percent globally, or 8 percent on a currency-neutral basis. In addition, Diabetes Care sales increased 3 percent, or 7 percent on a currency-neutral basis.

BD Diagnostics revenues rose by 3 percent over 2008 to $2.2 billion, or 7 percent on a currencyneutral basis. Sales of safety-engineered devices, cancer diagnostics products and infectious disease testing systems, including flu-related products, contributed to revenue growth.

BD Biosciences revenues increased by 1 percent from 2008 to $1.2 billion, or 2 percent on a currency-neutral basis. Demand in the U.S. for capital equipment in the research and clinical segments continued to be impacted by federal and private funding constraints for research grants. International revenue growth continued to moderate primarily due to lessening demand for instruments in Latin America, Asia Pacific and Japan.

Additionally, with the advent of the novel 2009 H1N1 influenza virus pandemic, we ramped up production of flu-related products worldwide and implemented plans designed to ensure continuity in supply of critical medical products to customers. In September, we announced a significant order of up to $52 million from the U.S. government for the purchase of syringes and needles, sharps collectors and alcohol swabs to be used in national flu pandemic preparedness efforts. We are also supplying other national governments with product for their vaccination campaigns.

Social Responsibility

To further pursue our purpose of “Helping all people live healthy lives,” BD seeks opportunities to make a difference in the communities where we live and work, and where healthcare needs are the deepest. This year, our social contributions included both new initiatives and extensions of long-term initiatives that have significant impact. Highlights include:

• Launching a nationwide program with Direct Relief International to provide free diabetes insulin products to Americans impacted by the economic downturn. BD pledged to donate five million insulin syringes and pen needles through Direct Relief to more than 1,000 community health center and free clinic partners across the United States.
   
• Announcing a joint initiative with the U.S. President's Emergency Plan for AIDS Relief (PEPFAR) to help protect healthcare workers and patients in African countries by improving blood collection safety in clinics and hospitals. The three-year initiative will ultimately support in-service training for as many as 10,000 healthcare workers. PEPFAR, BD and the International Council of Nurses (ICN) also announced a three-year, public-private partnership valued at $1.25 million to establish a new Wellness Centre for Health Care Workers® in Kampala, Uganda and to provide mobile clinics for the Wellness Centres in Lesotho and Swaziland.
   
• Collaborating with the Biamba Marie Mutombo Hospital and Research Center in Kinshasa, Democratic Republic of the Congo to create an Immune System Monitoring Laboratory and an Occupational Safety Centre for Health Workers at the medical facility built by retired National Basketball Association player Dikembe Mutombo. The safety center will train more than 300 clinicians, and the new laboratory will improve monitoring and treatment of patients living with HIV/AIDS.
   
• In conjunction with FIND (Foundation for Innovative New Diagnostics), announcing a significant price reduction for countries highly burdened by TB in the cost of BD MGIT™ reagents used for liquid culture testing, a key “standard of care” TB testing protocol that provides results far faster than traditional, solid media culture. The liquid culture test, widely used in modern research settings, is particularly effective for stemming the spread of both multi-drug-resistant TB (MDR-TB) and extensively drug-resistant TB (XDR-TB) in developing countries.
   

We are very pleased that BD continues to gain external recognitions around the world in the areas of corporate responsibility, innovation, environment, health and safety, and employer of choice. Highlights of the awards and recognitions we received in 2009 are detailed on page 6 of this report. These achievements are obviously the result of the fine efforts of our Leadership Team and our nearly 29,000 dedicated associates around the world.

Environmental Performance

This year, we made good progress in our approach to improving our performance in the area of environmental sustainability. We have strengthened our commitment to broadly improve our performance in this area. We are improving our environmental footprint, and we are also incorporating sustainability into our product development and research and development processes. We announced the establishment of a new Office of Global Sustainability to lead our efforts, and we have developed environmental targets against which we will measure our performance and progress going forward. We are pleased to have again been included in 2009 as a member of the Dow Jones Sustainability World and North America Indexes, and to have been listed 83rd overall, and 3rd in the healthcare sector, in Newsweek's inaugural Green Rankings of the 500 largest U.S. corporations based on environmental performance, policies and reputation.

Organizational Development

Just as we continue to make strategic investments to ensure our future success, we also invest in associate development and talent management. In 2009, we continued to implement our multi-year plan to build and recruit talent at the highest levels of the organization. We filled the following senior leadership positions with exceptional internal candidates: President, Diagnostics Systems; President, BD Biosciences; President, Western Europe; President, Pharmaceutical Systems; and General Manager, BD-Canada. We also introduced a new leadership training program aimed at developing the next generation of BD leaders.

Fiscal 2009 was also the first year of tenure for Vince Forlenza as President and David Elkins as Executive Vice President and Chief Financial Officer. Executive Vice Presidents Gary Cohen and Bill Kozy also marked inaugural years in their new roles overseeing BD's international operations and the BD Medical segment, respectively. Collectively, the members of our Office of the CEO have an outstanding balance of executive skills, leadership and expertise, gained through multiple roles at BD and within the medical technology and pharmaceutical industries.

Key Board Developments

After a decade of working with John Considine, both as our Chief Financial Officer and as our Vice Chairman of the Board, we extend our sincere thanks to him for his 10 years of service to the Company as he retires this year. John has contributed to BD's success in too many ways to enumerate here. His dedication to our purpose and his commitment to our performance were essential to our successes.

It is also with deep sadness that we report the passing of BD's Director Emeritus Henry P. Becton, Sr., father of our lead director, Henry Becton, Jr., at the age of 95. Known as “Hank” by his colleagues and friends, he devoted his entire professional life to BD, which was founded by his father, Maxwell W. Becton, and Col. Fairleigh S. Dickinson, Sr. Hank was the living embodiment of BD's purpose and values, and his glowing smile was the very face of BD. He left an indelible mark on BD, serving as Executive Vice President, Chairman of the Executive Committee of the Board of Directors and Chairman of the Board during the years of the Company's greatest growth and expansion. He will be greatly missed, and warmly remembered.

Closing Reflections

Again, fiscal 2009 was a challenging year for our company, our industry and the global economy. Our BD associates responded with spirit, commitment and professionalism, and we delivered results for shareholders. We are confident that many opportunities lie ahead in fiscal year 2010. We are making good progress on our journey to greatness and we will continue moving forward with renewed focus and discipline.

We are driven by our purpose, "Helping all people live healthy lives," and we also build our strategy upon our Core Values:

• We treat each other with respect
• We do what is right
• We always seek to improve
• We accept personal responsibility

With these elements as our foundation, we will continue making progress as we drive to become a great company, one that provides great performance for our customers and shareholders, makes great contributions to society and is a great place to work.

BD's contribution to improving healthcare is substantial, and expanding. Our service to customers and shareholders continues to be among the best in our industry, and we strive to achieve even higher levels of performance in 2010 and beyond.

Edward J. Ludwig		Vincent A. Forlenza
Chairman and Chief Executive Officer		President