UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 26, 2005
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BECTON, DICKINSON AND COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
New Jersey
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(State or Other Jurisdiction of Incorporation)
001-4802 22-0760120
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(Commission File Number) (IRS Employer Identification No.)
1 Becton Drive, Franklin Lakes, New Jersey 07417-1880
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(Address of Principal Executive Offices) (Zip Code)
(201) 847-6800
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(Registrant's Telephone Number, Including Area Code
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 January 26, 2005, Becton, Dickinson and Company ("BD") issued a press release
announcing its financial results for the first 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 under U.S. generally accepted accounting principals
(GAAP), as follows:
o 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.
o We present earnings per share and other financial measures after
excluding the impact of significant charges, and the impact of unusual
or non-recurring items. We believe that excluding such impact from
these financial measures allows investors to more easily compare BD's
financial performance with prior period performance and to understand
the operating results of BD without the effects of these significant
charges and unusual or non-recurring items.
o We present earnings per share and other financial measures after
excluding the impact of share-based compensation expense for the
period, to the extent such period is being compared to a prior period
where such expense was either not recognized or was immaterial. We
believe that excluding these expenses, which are non-cash items, allows
investors to more easily compare BD's financial performance with prior
period performance.
o We present earnings per share and other financial measures after
excluding 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 the Company's expected
effective tax rate for the full fiscal year. We believe that excluding
such effects facilitates comparisons of BD's financial performance with
prior period performance.
BD's management considers these non-GAAP financial measures internally in
evaluating BD's performance. Investors should consider these non-GAAP measures
in addition to, not as a substitute for or as superior to, measures of financial
performance prepared in accordance with GAAP.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit 99.1 Press release dated January 26, 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
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Dean J. Paranicas
Vice President, Corporate
Secretary and Public Policy
Date: January 26, 2005
INDEX TO EXHIBITS
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Exhibit
Number Description of Exhibits
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99.1 Press release dated January 26, 2005, which is furnished
pursuant to Item 2.02.
STATEMENT OF DIFFERENCES
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