BECTON DICKINSON & CO — Interim / Quarterly Report 2006

Feb 8, 2006

10-Q 1 a41313.htm BECTON, DICKINSON AND COMPANY

FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

(Mark One)

| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
| --- | --- |
| For the quarterly period ended December 31, 2005 | |
| OR | |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from
_____ to _ | |
| Commission file number 001-4802 | |
| Becton,
Dickinson and Company | |
| (Exact
name of registrant as specified in its charter) | |

| New
Jersey | 22-0760120 |
| --- | --- |
| (State or other
jurisdiction of | (I.R.S. Employer
Identification No.) |
| incorporation
or organization) | |
| 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, former address and former fiscal year, if changed since last report) | |

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer x Accelerated filer o Non-accelerated filer o

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

| Class
of Common Stock | Shares
Outstanding as of December 31, 2005 |
| --- | --- |
| Common
stock, par value $1.00 | 247,336,480 |

BECTON, DICKINSON AND COMPANY FORM 10-Q For the quarterly period ended December 31, 2005

TABLE OF CONTENTS

| Part
I. | FINANCIAL
INFORMATION | Page Number |
| --- | --- | --- |
| Item 1. | Financial
Statements (Unaudited) | |
| | Condensed Consolidated Balance
Sheets | 3 |
| | Condensed Consolidated Statements
of Income | 4 |
| | Condensed Consolidated Statements
of Cash Flows | 5 |
| | Notes to
Condensed Consolidated Financial Statements | 6 |
| Item 2. | Management’s
Discussion and Analysis of Financial Condition and Results of Operations | 13 |
| Item 3. | Quantitative
and Qualitative Disclosures About Market Risk | 21 |
| Item 4. | Controls and
Procedures | 21 |
| Part II. | OTHER INFORMATION | |
| Item 1. | Legal
Proceedings | 22 |
| Item 1A. | Risk Factors | 23 |
| Item 2. | Unregistered
Sales of Equity Securities and Use of Proceeds | 23 |
| Item 3. | Defaults Upon
Senior Securities | 23 |
| Item 4. | Submission of
Matters to a Vote of Security Holders | 23 |
| Item 5. | Other
Information | 25 |
| Item 6. | Exhibits | 25 |
| Signatures | | 26 |
| Exhibits | | 27 |

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ITEM 1. FINANCIAL STATEMENTS BECTON, DICKINSON AND COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS Thousands of Dollars

| | December
31, 2005 | | | |
| --- | --- | --- | --- | --- |
| | (Unaudited) | | | |
| Assets | | | | |
| Current Assets: | | | | |
| Cash and
equivalents | $ 1,168,973 | $ | 1,042,890 | |
| Short-term
investments | 88,375 | | 86,808 | |
| Trade
receivables, net | 853,934 | | 842,806 | |
| Inventories: | | | | |
| Materials | 106,550 | | 93,963 | |
| Work in process | 144,246 | | 139,772 | |
| Finished
products | 560,608 | | 542,214 | |
| | 811,404 | | 775,949 | |
| Prepaid expenses, deferred taxes and other | 223,779 | | 226,861 | |
| Total Current
Assets | 3,146,465 | | 2,975,314 | |
| Property, plant and equipment | 4,341,029 | | 4,305,129 | |
| Less allowances
for depreciation and amortization | 2,413,557 | | 2,371,411 | |
| | 1,927,472 | | 1,933,718 | |
| Goodwill | 471,121 | | 470,049 | |
| Core and Developed Technology, Net | 159,507 | | 165,381 | |
| Other Intangibles, Net | 101,292 | | 101,558 | |
| Capitalized Software, Net | 216,064 | | 229,793 | |
| Other | 208,835 | | 196,156 | |
| Total Assets | $ 6,230,756 | $ | 6,071,969 | |
| Liabilities and Shareholders’ Equity | | | | |
| Current Liabilities: | | | | |
| Short-term debt | $ 405,652 | $ | 206,509 | |
| Payables and
accrued expenses | 1,146,584 | | 1,092,866 | |
| Total Current
Liabilities | 1,552,236 | | 1,299,375 | |
| Long-Term Debt | 958,885 | | 1,060,833 | |
| Long-Term Employee Benefit Obligations | 185,196 | | 301,933 | |
| Deferred Income Taxes and Other | 129,039 | | 125,876 | |
| Commitments and Contingencies | | | | |
| Shareholders’ Equity: | | | | |
| Common stock | 332,662 | | 332,662 | |
| Capital in
excess of par value | 687,536 | | 615,846 | |
| Retained
earnings | 4,969,430 | | 4,805,852 | |
| Deferred
compensation | 10,176 | | 10,280 | |
| Common shares in
treasury – at cost | (2,384,559 | ) | (2,297,493 | ) |
| Accumulated
other comprehensive loss | (209,845 | ) | (183,195 | ) |
| Total
Shareholders’ Equity | 3,405,400 | | 3,283,952 | |
| Total
Liabilities and Shareholders’ Equity | $ 6,230,756 | $ | 6,071,969 | |

See notes to condensed consolidated financial statements

3

BECTON, DICKINSON AND COMPANY CONDENSED CONSOLIDATED STATEMENTS OF INCOME Thousands of Dollars, Except Per-share Data (Unaudited)

| | Three
Months Ended December 31, — 2005 | 2004 | | |
| --- | --- | --- | --- | --- |
| Revenues | $ 1,414,061 | $ | 1,288,369 | |
| Cost of products
sold | 675,741 | | 634,501 | |
| Selling and
administrative | 367,874 | | 341,088 | |
| Research and
development | 69,325 | | 62,083 | |
| Total Operating
Costs and Expenses | 1,112,940 | | 1,037,672 | |
| Operating Income | 301,121 | | 250,697 | |
| Interest expense | (16,760 | ) | (14,327 | ) |
| Interest income | 14,671 | | 5,205 | |
| Other expense,
net | (1,163 | ) | (2,861 | ) |
| Income From
Continuing Operations Before Income Taxes | 297,869 | | 238,714 | |
| Income tax
provision | 80,009 | | 44,316 | |
| Income From
Continuing Operations | 217,860 | | 194,398 | |
| Income from
Discontinued Operations, net | — | | 953 | |
| Net Income | $ 217,860 | $ | 195,351 | |
| Basic Earnings
Per Share: | | | | |
| Income from
Continuing Operations | $ 0.88 | $ | 0.77 | |
| Income from
Discontinued Operations | $ — | $ | — | |
| Basic Earnings
Per Share (A) | $ 0.88 | $ | 0.78 | |
| Diluted Earnings
Per Share: | | | | |
| Income from
Continuing Operations | $ 0.85 | $ | 0.74 | |
| Income from
Discontinued Operations | $ — | $ | — | |
| Diluted Earnings
Per Share (A) | $ 0.85 | $ | 0.75 | |
| Dividends Per
Common Share | $ 0.215 | $ | 0.18 | |

(A): Total per share amounts may not add due to rounding.

See notes to condensed consolidated financial statements

4

BECTON, DICKINSON AND COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Thousands of Dollars (Unaudited)

| | Three
Months Ended December 31, — 2005 | 2004 | | |
| --- | --- | --- | --- | --- |
| Operating
Activities | | | | |
| Net income | $ 217,860 | $ | 195,351 | |
| Income from
discontinued operations, net | — | | (953 | ) |
| Income from continuing
operations | 217,860 | | 194,398 | |
| Adjustments to
income from continuing operations to derive net cash provided by operating activities: | | | | |
| Depreciation and
amortization | 99,688 | | 94,686 | |
| Share-based
compensation | 34,643 | | 11,590 | |
| Change in
working capital | (62,176 | ) | 14,687 | |
| Pension
obligation | (126,707 | ) | (47,835 | ) |
| Other, net | 7,841 | | (3,234 | ) |
| Net Cash Provided
by Continuing Operating Activities | 171,149 | | 264,292 | |
| Investing
Activities | | | | |
| Capital expenditures | (64,330 | ) | (49,932 | ) |
| Capitalized software | (3,568 | ) | (5,042 | ) |
| Purchases of
investments, net | (7,668 | ) | (18,254 | ) |
| Other, net | (16,702 | ) | (6,233 | ) |
| Net Cash Used
for Continuing Investing Activities | (92,268 | ) | (79,461 | ) |
| Financing
Activities | | | | |
| Change in short-term
debt | 99,484 | | (44,953 | ) |
| Payments of long-term
debt | (99 | ) | (357 | ) |
| Repurchase of common
stock | (100,547 | ) | (112,460 | ) |
| Issuance of common
stock from treasury | 38,493 | | 58,643 | |
| Excess tax benefit from
stock option exercises | 9,876 | | 14,514 | |
| Dividends paid | — | | (251 | ) |
| Net Cash
Provided by (Used for) Continuing Financing Activities | 47,207 | | (84,864 | ) |
| Net Cash Used for
Discontinued Operations | — | | (1,517 | ) |
| Effect of exchange rate
changes on cash and equivalents | (5 | ) | 4,209 | |
| Net increase in
cash and equivalents | 126,083 | | 102,659 | |
| Opening Cash and
Equivalents | 1,042,890 | | 719,378 | |
| Closing Cash and
Equivalents | $ 1,168,973 | $ | 822,037 | |

See notes to condensed consolidated financial statements

5

BECTON, DICKINSON AND COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Dollar and Share Amounts in Thousands, Except Per-share Data December 31, 2005

Note 1 - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, in the opinion of the management of the Company, include all adjustments which are of a normal recurring nature, necessary for a fair presentation of the financial position and the results of operations and cash flows for the periods presented. However, the financial statements do not include all information and footnotes required for a presentation in accordance with U.S. generally accepted accounting principles. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included or incorporated by reference in the Company’s 2005 Annual Report on Form 10-K. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. Certain reclassifications have been made to prior year amounts to conform to current year presentation.

Note 2 – Comprehensive Income

Comprehensive income was comprised of the following:

	Three Months Ended December 31, — 2005	2004
Net Income	$ 217,860	$	195,351
Other
Comprehensive (Loss) Income, Net of Tax
Foreign currency
translation adjustments	(27,605	)	149,931
Unrealized
(losses) gains on investments, net of amounts recognized	(1,779	)	1,360
Unrealized gains
(losses) on cash flow Hedges, net of amounts realized	2,734		(5,665	)
Comprehensive
Income	$ 191,210	$	340,977

The amount of unrealized gains or losses on investments and cash flow hedges in comprehensive income has been adjusted to reflect any realized gains and recognized losses included in net income during the three months ended December 31, 2005 and 2004.

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Note 3 - Earnings per Share

The computations of basic and diluted earnings per share (shares in thousands) were as follows:

| | Three Months
Ended December 31, — 2005 | 2004 | |
| --- | --- | --- | --- |
| Income from continuing operations | $ 217,860 | $ 194,398 | |
| Preferred stock dividends | — | (367 | ) |
| Income from continuing operations available to common
shareholders (A) | 217,860 | 194,031 | |
| Preferred stock dividends – using “if converted”
method | — | 367 | |
| Income from continuing operations available to common shareholders
after assumed conversions (B) | $ 217,860 | $ 194,398 | |
| Average common shares outstanding (C) | 248,046 | 251,232 | |
| Dilutive stock equivalents from stock plans | 7,805 | 8,309 | |
| Shares issuable upon conversion of preferred stock | — | 2,429 | |
| Average common and common equivalent shares outstanding –
assuming
dilution (D) | 255,851 | 261,970 | |
| Basic earnings per share – income from continuing operations
(A/C) | $ .88 | $ .77 | |
| Diluted earnings per share – income from continuing
operations (B/D) | $ .85 | $ .74 | |

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Note 4 - Contingencies

The Company is involved, both as a plaintiff and a defendant, in various legal proceedings and claims which arise in the ordinary course of business.

Given the uncertain nature of litigation generally, the Company is not able in all cases to estimate the amount or range of loss that could result from an unfavorable outcome of the litigation to which it is a party. In accordance with U.S. generally accepted accounting principles, the Company establishes accruals to the extent probable future losses are estimable (in the case of environmental matters, without considering possible third-party recoveries). In view of the uncertainties discussed above, the Company could incur charges in excess of any currently established accruals and, to the extent available, excess liability insurance. In the opinion of management, any such future charges, individually or in the aggregate, could have a material adverse effect on the Company’s consolidated results of operations and consolidated net cash flows in the period or periods in which they are recorded or paid. Further discussion of legal proceedings is included in Part II of this report.

Note 5 – Segment Data

The Company’s organizational structure is based upon its three principal business segments: BD Medical (“Medical”), BD Diagnostics (“Diagnostics”), and BD Biosciences (“Biosciences”). The Company evaluates segment performance based upon operating income. Segment operating income represents revenues reduced by product costs and operating expenses. Financial information for the Company’s segments was as follows:

	Three Months Ended December 31, — 2005	2004
Revenues
Medical	$ 770,700	$ 693,822
Diagnostics	443,854	413,783
Biosciences	199,507	180,764
Total Revenues
(A)	$ 1,414,061	$ 1,288,369

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| | Three
Months Ended December 31, — 2005 | 2004 | | |
| --- | --- | --- | --- | --- |
| Segment Operating Income | | | | |
| Medical | $ 213,123 | $ | 163,321 | |
| Diagnostics | 121,518 | | 102,895 | |
| Biosciences | 47,054 | | 37,299 | |
| Total Segment
Operating Income | 381,695 | | 303,515 | |
| Unallocated
Items (B) | (83,826 | ) | (64,801 | ) |
| Income from
Continuing Operations Before Income Taxes | $ 297,869 | $ | 238,714 | |

| | Three Months
Ended December 31, — 2005 | 2004 |
| --- | --- | --- |
| Revenues by Organizational
Units | | |
| BD Medical | | |
| Medical
Surgical Systems | $ 428,163 | $ 409,564 |
| Diabetes
Care | 183,696 | 158,678 |
| Pharmaceutical
Systems | 143,763 | 110,685 |
| Ophthalmic
Systems | 15,078 | 14,895 |
| | $ 770,700 | $ 693,822 |
| BD Diagnostics | | |
| Preanalytical
Systems | $ 222,163 | $ 208,521 |
| Diagnostic
Systems | 221,691 | 205,262 |
| | $ 443,854 | $ 413,783 |
| BD Biosciences | | |
| Immunocytometry
Systems | $ 112,852 | $ 100,100 |
| Pharmingen | 36,946 | 33,701 |
| Discovery
Labware | 49,709 | 46,963 |
| | $ 199,507 | $ 180,764 |
| Total | $ 1,414,061 | $ 1,288,369 |

| (A) | Intersegment revenues are not
material. |
| --- | --- |
| (B) | Includes primarily share-based
compensation expense; interest, net; foreign exchange; and corporate
expenses. |

9

Note 6 – Share-Based Compensation

The Company grants share-based awards under the 2004 Employee and Director Equity-Based Compensation Plan (the “2004 Plan”), which provides for long-term incentive compensation to employees and directors. The Company believes such awards align the interest of its employees and directors with those of its shareholders and encourage employees and directors to act as equity owners of the Company.

Beginning with the annual share-based grant in November 2005 under the 2004 Plan, the Company granted stock appreciation rights (“SARs”) in addition to performance-based restricted stock units and time-vested restricted stock units, and discontinued the issuance of stock options. SARs vest over a four-year period and have a ten-year term, similar to the previously granted stock options. SARs represent the right to receive, upon exercise, shares of common stock having a value equal to the difference between the market price of common stock on the date of exercise and the exercise price on the date of grant.

Compensation expense relating to share-based payments is recognized in net income using a fair-value measurement method. Under the fair value method, the estimated fair value of awards is charged to income on a straight-line basis over the requisite service period, which is generally the vesting period.

Share-based compensation expense reduced the Company’s results of operations as follows:

| | Three
Months Ended December 31, — 2005 | 2004 | |
| --- | --- | --- | --- |
| Selling and administrative expense | $ 25,002 | $ 9,108 | |
| Cost of products sold | 5,852 | 1,548 | |
| Research and development expense | 3,789 | 934 | |
| Income From Continuing Operations Before Income
Taxes | $ 34,643 | $ 11,590 | |
| Net Income | $ 23,211 | $ 8,494 | (A) |

(A) Share-based compensation attributable to discontinued operations was not material.

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The increase in share-based compensation is primarily attributable to higher expense associated with certain fiscal 2005 and fiscal 2006 grants. These grants reflect a shortened requisite service period resulting from such awards being recognized as of the earlier of the employees’ retirement eligibility date or the vesting date, whereas grants prior to the fiscal 2005 grant were recognized through the vesting date. In addition, these grants include a higher percentage of restricted stock units that have a shorter vesting period than previous grants.

The amount of unrecognized compensation expense for all non-vested share-based awards as of December 31, 2005 was approximately $182,200, which is expected to be recognized over a weighted-average remaining life of approximately 2.5 years.

The fair values of SARs granted during the first quarter of 2006 and stock options granted during the first quarter of 2005 were estimated on the date of grant using a lattice-based binomial valuation model based on the following assumptions: risk-free interest rates of 4.48% and 3.93%, respectively; expected volatility of 28% and 29%, respectively; expected dividend yield of 1.46% and 1.28%, respectively; and expected life of 6.5 years for both periods.

Note 7 – Benefit Plans

The Company has defined benefit pension plans covering substantially all of its employees in the United States and certain foreign locations. The Company also provides certain postretirement healthcare and life insurance benefits to qualifying domestic retirees. Other postretirement benefit plans in foreign countries are not material.

Net pension and postretirement cost included the following components for the three months ended December 31:

	Pension Plans — 2005	2004		2005		2004
Service cost	$ 17,635	$	15,294	$	1,017	$	913
Interest cost	17,249		16,698		3,716		3,832
Expected return on plan assets	(19,143	)	(14,710	)	—		—
Amortization of prior service cost	45		83		(1,558	)	(1,558	)
Amortization of loss	6,796		5,708		1,753		1,520
Other	—		—		16		16
Net pension and postretirement cost	$ 22,582	$	23,073	$	4,944	$	4,723

Net pension cost attributable to foreign plans included in the preceding table was $4,581 and $4,102 for the three months ended December 31, 2005 and 2004, respectively.

The Company made discretionary contributions to its U.S. pension plan of $150,000 and $50,000 during the three months ended December 31, 2005 and 2004, respectively. In addition, the Company made a discretionary contribution to a foreign pension plan of approximately $18,000 during the three months ended December 31, 2004.

11

Note 8 – Discontinued Operations

On August 31, 2005, the Company completed the sale of the Clontech unit of the Biosciences segment. Clontech’s results of operations are reported separately as discontinued operations.

Results of discontinued operations for the three months ended December 31 were as follows:

Revenues	2004 — $ 13,439
Income from discontinued operations
Before income
tax provision	1,576
Income tax provision	(623	)
Income from discontinued operations, net	$ 953

Note 9 – Subsequent Event

On January 9, 2006, the Company entered into an agreement to acquire GeneOhm Sciences, Inc. (“GeneOhm Sciences”), a privately held company that develops molecular diagnostic testing for the rapid detection of bacterial organisms, including those known to cause healthcare-associated infections. The Company has agreed to pay $230 million, plus up to $25 million of additional contingent payments, for GeneOhm Sciences. The acquisition is expected to close during the fiscal quarter ending March 31, 2006.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Company Overview Becton, Dickinson and Company (“BD”) is a medical technology company engaged principally in the manufacture and sale of a broad range of medical supplies, devices, laboratory equipment and diagnostic products used by healthcare institutions, life science researchers, clinical laboratories, industry and the general public. Our business consists of three worldwide business segments – BD Medical (“Medical”), BD Diagnostics (“Diagnostics”) and BD Biosciences (“Biosciences”). Our products are marketed in the United States and internationally through independent distribution channels, directly to end-users and by independent sales representatives.

BD’s management operates the business consistent with the following core strategies:

| • | to increase revenue growth by focusing on products
that deliver greater benefits to patients, healthcare workers and
researchers; |
| --- | --- |
| • | to improve operating effectiveness and balance sheet
productivity; and, |
| • | to strengthen organizational and associate
capabilities in the ever-changing healthcare environment. |

In assessing the outcomes of these strategies and BD’s financial condition and operating performance, management generally reviews quarterly forecast data, monthly actual results, segment sales and other similar information. We also consider trends related to certain key financial data, including gross profit margin, selling and administrative expense, investment in research and development and cash flows.

The results of our strategies are reflected in our first quarter 2006 financial and operational performance. BD reported first quarter revenues of $1.414 billion, an increase of 10% from the same period a year ago, and reflected volume increases of approximately 10%, a decrease due to unfavorable foreign currency translation of approximately 1%, and price increases of less than 1%. Sales in the United States of safety-engineered devices grew 8% to $228 million in the first quarter of 2006. International sales of safety-engineered devices grew 21% to $74 million in the first quarter of 2006. Overall, international revenue growth of 10% for the three-month period included a 2% unfavorable impact of foreign currency translation for the three-month period. As further discussed in our 2005 Annual Report on Form 10-K, we face currency exposure that arises from translating the results of our worldwide operations to the U.S. dollar at exchange rates that have fluctuated from the beginning of the period. We purchase option and forward contracts to partially protect against adverse foreign exchange rate movements.

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Our balance sheet remains strong with net cash provided by continuing operations at approximately $171 million for the three months ended December 31, 2005, and our debt-to-capitalization ratio (shareholders’ equity, net non-current deferred income tax liabilities, and debt) slightly increasing to 28.0% at December 31, 2005 from 27.3% at September 30, 2005.

Our ability to sustain our long-term growth will depend on a number of factors, including our ability to expand our core business (including geographical expansion), develop innovative new products with higher gross profit margins across our business segments, and continue to improve operating efficiency and organizational effectiveness. Numerous factors can affect our ability to achieve these goals, including without limitation, U.S. and global economic conditions, increased competition and healthcare cost containment initiatives. We believe that there are several important factors relating to our business that tend to reduce the impact on BD of any potential economic or political events in countries in which we do business, including the effects of possible healthcare system reforms. These include the non-discretionary nature of the demand for many of our core products, which may reduce the impact of economic downturns, the international nature of our business and our ability to meet the needs of the worldwide healthcare industry with cost-effective and innovative products.

Our anticipated revenue growth over the next three years, excluding any impact relating to foreign exchange, is expected to come from the following:

| • | Core business growth and
expansion, including the continued transition to safety-engineered devices;
and |
| --- | --- |
| • | Development in each
business segment of new products and services that provide increased benefits
to patients, healthcare workers and researchers. |

On January 9, 2006, BD entered into an agreement to acquire GeneOhm Sciences, a privately held company that has developed molecular diagnostic testing for the rapid detection of bacterial organisms, including those known to cause healthcare-associated infections. The acquisition, which is expected to close in the fiscal quarter ending March 31, 2006, is expected to be dilutive to earnings per share by an estimated 1 cent for the second quarter and 7 cents for the full fiscal year 2006. Upon closing, the Company will also record, in that particular quarter, an in-process R&D charge, resulting in an estimated impact between 20 to 25 cents on diluted earnings per share from continuing operations in 2006.

Results of Operations

Revenues

Refer to Note 5 in the Notes to Condensed Consolidated Financial Statements for segment financial data.

Medical Segment – First quarter revenues of $771 million represented an increase of $77 million, or 11%, from the prior year’s quarter, including an estimated $6 million or a 1% unfavorable impact due to foreign currency translation. Primary drivers of this growth were strong sales in the Diabetes Care and Pharmaceutical Systems units, combined with increases in sales of prefilled flush syringes and immunization products. Sales in the Diabetes Care unit were driven

14

by increases in sales of pen needles of $12 million and increases in blood glucose monitoring (“BGM”) sales of $8 million. Increases in sales of Pharmaceutical Systems products were partially driven by demand from pharmaceutical companies preparing for major product launches in the United States and Europe, as well as comparison to a weak prior year’s quarter. Medical revenues also reflect the continued conversion in the United States to safety-engineered products, which accounted for sales of $132 million, as compared with $126 million in the prior year’s quarter. In the prior year, Medical experienced inventory builds at a major distributor in the first quarter, which included safety-engineered products and resulted in inventory reductions by that distributor in the prior year’s second quarter. Included in Medical revenues were international sales of safety-engineered products of $22 million, compared with $18 million in the prior year’s quarter.

Diagnostics Segment – First quarter revenues of $444 million represented an increase of $30 million, or 7%, over the prior year quarter, including an estimated $6 million, or 1%, unfavorable impact due to foreign currency translation. The Diagnostic Systems unit of the segment reported revenue growth of 8%, due primarily to strong sales of flu diagnostic tests to distributors in Japan, which built inventory in anticipation of the flu season. Overall, flu product sales totaled $27 million, compared with $18 million in the prior year’s period. Solid sales growth from the BD ProbeTec and BD Phoenix instrument platforms also contributed to growth. The Preanalytical Systems unit of the segment reported revenue growth of 7 percent over the prior year’s quarter. U.S. sales of safety-engineered products totaled $96 million, compared with $86 million in the prior year’s quarter, due in large part to the continued success of the BD Vacutainer Push Button Blood Collection Set. International sales of safety-engineered products totaled $52 million, compared with $42 million in the prior year’s quarter.

Biosciences Segment – First quarter revenues of $200 million represented an increase of $19 million or 10% over the prior year’s quarter, including an estimated $4 million, or 2%, unfavorable impact due to foreign currency translation. Research instruments and reagent sales continued to be the primary growth contributors, driven by increased demand for both research analyzers and sorters.

Segment Operating Income

Medical Segment Segment operating income for the first quarter was $213 million, or 27.7% of Medical revenues, compared to $163 million, or 23.5%, in the prior year’s quarter. Operating income as a percentage of revenues in fiscal 2006 reflects gross profit improvement from increased sales of products that have higher overall gross profit margins, in particular insulin delivery and immunization products, and improved manufacturing efficiencies which more than offset higher raw material costs associated with resin-based products. See further discussion on gross profit margin improvement below. Selling and administrative expense as a percent of Medical revenues in the first quarter of 2006 was slightly lower compared with the first quarter of 2005. Certain incremental investments to support the BGM initiative were more than offset by tight controls on base spending. Research and development expenses for the quarter grew 2.3% as the segment continues to invest in the development of innovative products, particularly in the areas of next generation safety-engineered products, diabetes care products, including BGM and other initiatives offset by reductions associated with discontinued and completed projects.

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Diagnostics Segment Segment operating income for the first quarter was $122 million, or approximately 27.4% of Diagnostics revenues, compared to $103 million, or approximately 24.9%, in the prior year’s quarter. The increase in operating income as a percentage of revenues, reflects gross profit improvement from increased sales of products that have higher overall gross profit margins, in particular, safety-engineered product, flu diagnostic tests, and the BD ProbeTec ET platform. See further discussion on gross profit margin improvement below. Selling and administrative expense as a percentage of Diagnostics revenues in the first quarter of 2006 was slightly lower compared with the first quarter of 2005 primarily due to tight controls on spending. Research and development expenses in the first quarter of 2006 increased $1 million, or 5.6%.

Biosciences Segment Segment operating income for the first quarter was $47 million, or 23.6% of Biosciences revenues, compared to $37 million, or 20.6%, in the prior year’s quarter. The increase in operating income as a percentage of revenues reflects gross profit improvement from increased sales of products that have higher overall gross profit margins, in particular, research instruments and reagents. See further discussion on gross profit margin improvement below. Selling and administrative expense as a percent of Biosciences revenues for the quarter was 26.2% versus 27.3% in the prior year’s quarter. This decrease was attributable to revenue growth as well as continued effective spending control. Research and development expenses in the prior year’s quarter increased $0.9 million, or 7.0%, reflecting spending on new product development, particularly in the Immunocytometry Systems unit.

Gross Profit Margin Gross profit margin was 52.2% for the first quarter, compared with 50.8% for the prior year period. Gross profit margin in the first quarter of fiscal 2006 as compared to the prior period reflected an estimated 1.1% improvement relating to increased sales of products with higher margins, an estimated 0.7% improvement associated primarily with productivity gains, with the remaining 0.3% improvement resulting from stronger currency. These gross profit margin improvements were partially offset by an estimated 0.4% relating to higher raw material costs, primarily petroleum-based resins, and an increase in share-based compensation of 0.3%. We expect gross profit margin to improve, on a reported basis, by about 50 basis points in fiscal 2006 (before taking into account the impact of the anticipated acquisition of GeneOhm Sciences, Inc. (“GeneOhm Sciences”), as further discussed above).

Selling and Administrative Expense Selling and administrative expense was 26.0% of revenues for the first quarter, compared with 26.5% for the prior year’s period. Aggregate expenses for the current period reflect increases in share-based compensation expense of $16 million, in base spending of $15 million, in line with inflation, and in expenses related to the BGM initiative of $8 million. These increases in selling and administrative expense were partially offset by proceeds from an insurance settlement of $7 million and a favorable foreign exchange impact of $5 million. Selling and administrative expense as a percentage of revenues is expected to decrease, on a reported basis, by about 50 to 60 basis points in fiscal 2006 (before taking into account the impact of the anticipated acquisition of GeneOhm Sciences, as further discussed above).

Research and Development Expense Research and development expense was $69 million, or 4.9% of revenues for the first quarter,

16

compared with the prior year’s amount of $62 million, or 4.8% of revenues. The increase in research and development expenditures reflects increased spending for new programs in each of our segments and an increase in share-based compensation of $3 million. We anticipate research and development expense to increase, on a reported basis, about 12% to 13% for fiscal 2006 (before taking into account the impact of the anticipated acquisition of GeneOhm Sciences, as further discussed above).

Non-Operating Expense and Income Interest expense increased to $17 million in the current quarter from $14 million in the prior year’s quarter and reflects higher debt levels and the impact of higher interest rates on floating rate debt and on interest rate swap transactions, consisting of fair value hedges of certain fixed-rate debt instruments, under which the difference between fixed and floating interest rates is exchanged at specified intervals. Interest income increased to $15 million in the current quarter from $5 million in the prior year’s period, and reflects higher interest rates and cash balances.

Income Taxes The income tax rate was 26.9% for the first quarter, compared with the prior year’s rate of 18.6%. The prior year’s rate reflected an estimated 6.8% benefit due to the reversal of tax reserves in connection with the conclusion of tax examinations in four non-U.S. jurisdictions as well as certain tax-related events that caused the first fiscal quarter 2005 tax rate to vary from the then expected tax rate for fiscal 2005. The Company expects the reported tax rate for the full year to be approximately 26% (before taking into account the impact of the anticipated acquisition of GeneOhm Sciences, as further discussed above).

Income from Continuing Operations and Diluted Earnings Per Share from Continuing Operations Income from continuing operations and diluted earnings per share from continuing operations for the first quarter of 2006 were $218 million and 85 cents, respectively. Proceeds from an insurance settlement increased income from continuing operations by $4 million and diluted earnings per share from continuing operations by 2 cents. This compared with income from continuing operations and diluted earnings per share from continuing operations for the prior year’s first quarter of $194 million and 74 cents, respectively. The prior year’s quarter included the effect of the reversal of tax reserves, as described above, which increased income from continuing operations by $11 million and diluted earnings per share from continuing operations by 4 cents.

Liquidity and Capital Resources Net cash provided by continuing operating activities, which continues to be our primary source of funds to finance operating needs and capital expenditures, was $171 million during the first quarter of fiscal 2006, and $264 million in the same period in fiscal 2005. Net cash provided by operations was reduced by a change in the pension obligation of $127 million, which reflected a discretionary cash contribution of $150 million. BD’s funding policy for its defined benefit pension plans is to contribute amounts sufficient to meet the minimum funding requirement of the Employee Retirement Income Security Act of 1974, plus any additional amounts that management may determine to be appropriate considering the funded status of the plans, tax deductibility, cash flows, and other factors.

Net cash used for continuing investing activities for the first quarter of the current year was $92

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million, compared to $79 million in the same period a year ago. Capital expenditures were $64 million in the first quarter of fiscal 2006 and $50 million in the same period in fiscal 2005. We expect capital spending for fiscal 2006 to be in the $400 million range.

Net cash provided by continuing financing activities in the first quarter of the current year was $47 million, compared to net cash used for continuing financing activities of $­­­­85 million in the prior year period. As of December 31, 2005, total debt of $1.4 billion represented 28.0% of total capital (shareholders’ equity, net non-current deferred income tax liabilities, and debt), versus 27.3% at September 30, 2005. Short-term debt increased to 30% of total debt at the end of the fiscal quarter, from 16% at September 30, 2005.

For the first quarter of the current year, the Company repurchased approximately $101 million of its common stock compared with approximately $112 million in the prior year period. At December 31, 2005, 2.6 million common shares remained available for purchase pursuant to a repurchase program for 10 million shares authorized by the Board of Directors (the “Board”) in November 2004. The Board authorized an additional repurchase program for 10 million shares on November 22, 2005. Stock repurchases were offset, in part, by the issuance of common stock from treasury due to the exercising of stock options by employees.

We have in place a commercial paper borrowing program that is available to meet our short-term financing needs, including working capital requirements. Borrowings outstanding under this program were approximately $299 million at December 31, 2005. We maintain a $900 million syndicated credit facility in order to provide backup support for our commercial paper program and for other general corporate purposes. This credit facility expires in August 2009 and includes a single financial covenant that requires BD to maintain an interest expense coverage ratio (ratio of earnings before income taxes, depreciation and amortization to interest expense) of not less than 5-to-1 for the most recent four consecutive fiscal quarters. On the last eight measurement dates, this ratio had ranged from 18-to-1 to 21-to-1. The facility, under which there were no borrowings outstanding at December 31, 2005, can be used to support the commercial paper program or for general corporate purposes. In addition, we have informal lines of credit outside the United States.

BD’s ability to generate cash flow from operations, issue debt, enter into other financing arrangements and attract long-term capital on acceptable terms could be adversely affected in the event there was a material decline in the demand for BD’s products, deterioration in BD’s key financial ratios or credit ratings or other significantly unfavorable changes in conditions. While a deterioration in the Company’s credit ratings would increase the costs associated with maintaining and borrowing under its existing credit arrangements, such a downgrade would not affect the Company’s ability to draw on these credit facilities, nor would it result in an acceleration of the scheduled maturities of any outstanding debt.

We will repatriate a total of approximately $1.3 billion of foreign earnings during fiscal 2006 pursuant to our approved plan under the American Jobs Creation Act of 2004.

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Cautionary Statement Pursuant to Private Securities Litigation Reform Act of 1995 -- “Safe Harbor” for Forward-Looking Statements The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by or on behalf of BD. BD and its representatives may from time to time make certain forward-looking statements, both written and oral, including statements contained in this report and filings with the Securities and Exchange Commission (“SEC”) and in our other reports to shareholders. Forward-looking statements may be identified by the use of words like “plan,” “expect,” “believe,” “intend,” “will,” “anticipate,” “estimate” and other words of similar meaning in conjunction with, among other things, discussions of future operations and financial performance, as well as our strategy for growth, product development, regulatory approvals, market position and expenditures. All statements which address operating performance or events or developments that we expect or anticipate will occur in the future -- including statements relating to volume growth, sales and earnings per share growth, gross profit margins, various expenditures and statements expressing views about future operating results -- are forward-looking statements within the meaning of the Act.

Forward-looking statements are based on current expectations of future events. The forward-looking statements are and will be based on management’s then-current views and assumptions regarding future events and operating performance, and speak only as of their dates. Investors should realize that if underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. Investors are therefore cautioned not to place undue reliance on any forward-looking statements. Furthermore, we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events and developments or otherwise.

The following are some important factors that could cause our actual results to differ from our expectations in any forward-looking statements:

| • | Regional, national and foreign economic factors,
including inflation and fluctuations in interest rates and foreign currency
exchange rates and the potential effect of such fluctuations on revenues,
expenses and resulting margins. |
| --- | --- |
| • | We operate in a highly competitive environment. New
product introductions by our current or future competitors could adversely
affect our ability to compete in the global market. Patents attained by
competitors, particularly as patents on our products expire, may also
adversely impact our competitive position. |
| • | Recently, the U.S. Food and Drug Administration
(“FDA”) and European authorities have approved a new inhaled form of insulin
for adults, which could adversely impact sales of our insulin injection
devices. |

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| • | Changes in domestic and foreign healthcare industry
practices and regulations resulting in increased pricing pressures, including
the continued consolidation among healthcare providers; trends toward managed
care and healthcare cost containment and government laws and regulations
relating to sales and promotion, reimbursement and pricing generally. |
| --- | --- |
| • | The effects, if any, of governmental and media
activities relating to U.S. Congressional hearings regarding the business
practices of group purchasing organizations, which negotiate product prices
on behalf of their member hospitals with BD and other suppliers. |
| • | Fluctuations in the cost and availability of raw
materials and the ability to maintain favorable supplier arrangements and
relationships (particularly with respect to sole-source suppliers) and the
potential adverse effects of any disruption in the availability of such raw
materials. |
| • | Our ability to obtain the anticipated benefits of
any restructuring programs, if any, that we may undertake. |
| • | Adoption of or changes in government laws and
regulations affecting domestic and foreign operations, including those
relating to trade, monetary and fiscal policies, taxation, environmental
matters, sales practices, price controls, licensing and regulatory approval
of new products, or changes in enforcement practices with respect to any such
laws and regulations. |
| • | Fluctuations in U.S. and international governmental
funding and policies for life science research. |
| • | Difficulties inherent in product development,
including the potential inability to successfully continue technological
innovation, complete clinical trials, obtain regulatory approvals in the
United States and abroad, or gain and maintain market approval of products,
as well as the possibility of encountering infringement claims by competitors
with respect to patent or other intellectual property rights, all of which
can preclude or delay commercialization of a product. |
| • | Pending and potential litigation or other
proceedings adverse to BD, including antitrust claims, product liability
claims, and patent infringement claims, as well as other risks and
uncertainties detailed from time to time in our SEC filings. |
| • | The effects, if any, of adverse media exposure or
other publicity regarding BD’s business or operations. |
| • | Our ability to achieve earnings forecasts, which are
generated based on projected volumes and sales of many product types, some of
which are more profitable than others. There can be no assurance that we will
achieve the projected level or mix of product sales. |
| • | The effect of market fluctuations on the value of
assets in BD’s pension plans and the possibility that BD may need to make
additional contributions to the plans as a result of any decline in the value
of such assets. |

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| • | Our ability to effect infrastructure enhancements
and incorporate new systems technologies into our operations. |
| --- | --- |
| • | Product efficacy or safety concerns resulting in
product recalls, regulatory action on the part of the FDA (or foreign
counterparts) or declining sales. |
| • | Economic and political conditions in international
markets, including civil unrest, governmental changes and restrictions on the
ability to transfer capital across borders. |
| • | The effects of natural disasters, including
hurricanes or pandemic diseases, on our ability to manufacture our products,
particularly where production of a product line is concentrated in one or
more plants, or on our ability to source components from suppliers that are
needed for such manufacturing. |
| • | Our ability to penetrate developing and emerging
markets, which also depends on economic and political conditions, and how
well we are able to acquire or form strategic business alliances with local
companies and make necessary infrastructure enhancements to production
facilities, distribution networks, sales equipment and technology. |
| • | The impact of business combinations, including
acquisitions and divestitures, both internally for BD and externally, in the
healthcare industry. |
| • | Issuance of new or revised accounting standards by
the Financial Accounting Standards Board or the SEC. |

The foregoing list sets forth many, but not all, of the factors that could impact our ability to achieve results described in any forward-looking statements. Investors should understand that it is not possible to predict or identify all such factors and should not consider this list to be a complete statement of all potential risks and uncertainties.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in information reported since the end of the fiscal year ended September 30, 2005.

Item 4. Controls and Procedures

An evaluation was carried out by BD’s management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of BD’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of December 31, 2005. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were, as of the end of the period covered by this report, adequate and effective to ensure that material information relating to BD and its consolidated

21

subsidiaries would be made known to them by others within these entities. There were no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2005 identified in connection with the above-referenced evaluation that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

| Item 1. |
| --- |
| We are involved, both as a plaintiff and a
defendant, in various legal proceedings which arise in the ordinary course of
business, including product liability and environmental matters. A more
complete description of legal proceedings has been set forth in our 2005
Annual Report on Form 10-K (the “10-K”). Since the beginning of the quarter
ended December 31, 2005, the following changes have occurred. |
| Antitrust Class Actions On January 17, 2006, Drug Mart Tallman filed a
purported class action lawsuit against BD in the United States District Court
in Newark, New Jersey (Drug Mart Tallman, Inc., et al v. Becton Dickinson
and Company , Case No. 2:06-CV-00174). The complaint alleges that BD
violated federal and various state antitrust laws, resulting in the charging
of higher prices for certain BD products to plaintiff and other indirect
purchasers of BD products. BD believes that it has meritorious defenses to
this suit and intends to defend this suit vigorously. The above action is the
seventh antitrust class action suit brought against BD by either direct or
indirect purchasers of BD’s products. These antitrust class action lawsuits,
including the above action, have been consolidated for pre-trial purposes in
a Multi-District Litigation (MDL) in federal court in New Jersey. |
| Summary Given the uncertain nature of litigation generally,
BD is not able in all cases to estimate the amount or range of loss that
could result from an unfavorable outcome of the litigation to which BD is a
party. In accordance with U.S. generally accepted accounting principles, BD
establishes accruals to the extent probable future losses are estimable (in
the case of environmental matters, without considering possible third-party
recoveries). In view of the uncertainties discussed above, BD could incur
charges in excess of any currently established accruals and, to the extent
available, excess liability insurance. In the opinion of management, any such
future charges, individually or in the aggregate, could have a material
adverse effect on BD’s consolidated results of operations and consolidated
cash flows in the period or periods in which they are recorded or paid. |

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Item 1A.	Risk Factors
	Not applicable.
Item 2.	Unregistered Sales of Equity
Securities and Use of Proceeds
	The table below sets forth
certain information regarding our purchases of common stock of BD during the
fiscal quarter ended December 31, 2005.

Issuer Purchases of Equity Securities

| For the three months ended December 31, 2005 — October
1 – 31, 2005 | 4,033 | Average Price Paid per Share — $ 50.68 | — | 4,344,914 |
| --- | --- | --- | --- | --- |
| November 1 – 30, 2005 | 600,639 | $ 58.65 | 600,000 | 13,744,914 |
| December 1 – 31, 2005 | 1,115,117 | $ 59.42 | 1,100,000 | 12,644,914 |
| Total | 1,719,789 | $ 59.13 | 1,700,000 | 12,644,914 |

| (1) | Includes for the quarter
18,049 shares purchased in open market transactions by the trustee under BD’s
Deferred Compensation Plan and 1996 Directors’ Deferral Plan. Also includes
1,740 shares delivered to the Company in connection with stock option
exercises. |
| --- | --- |
| (2) | These repurchases were made
pursuant to a repurchase program for 10 million shares announced on November
23, 2004 (the “2004 Program”). There is no expiration date for the 2004
Program. On November 22, 2005, the Board of Directors of BD authorized an
additional repurchase program for 10 million shares. |

| I tem 3. | Defaults Upon Senior
Securities. |
| --- | --- |
| | Not applicable. |
| Item 4. | Submission of Matters to a
Vote of Security Holders. |
| | There
were no matters submitted to a vote of security holders during the fiscal
quarter ended December 31, 2005. |
| | Our
Annual Meeting of Shareholders was held on January 31, 2006, at which the
following matters were voted upon: |

23

i.) A management proposal for the election of three directors for the terms indicated below was voted upon as follows:

Nominee	Term	Votes — For	Withheld
Edward
J. Ludwig	3 Years	208,868,737	6,905,452
Willard
J. Overlock, Jr.	3 Years	212,162,197	3,611,992
Bertram
L. Scott	3 Years	209,297,765	6,476,424

| | The
directors whose term of office as a director continued after the meeting are:
Basil L. Anderson, Henry P. Becton, Jr., Edward F. DeGraan,Gary A.
Mecklenburg, James F. Orr, James E. Perrella, Alfred Sommer and Margaretha af
Ugglas. |
| --- | --- |
| ii.) | A
management proposal to ratify the selection of Ernst & Young LLP as
independent registered public accounting firm for the fiscal year ending
September 30, 2006 was voted upon. 211,302,059 shares were voted for the
proposal, 2,964,216 shares were voted against, and 1,507,914 shares
abstained. |
| iii.) | A shareholder proposal requesting that the Board
of Directors publish a report evaluating the Company’s policies on
brominated flame retardants and other toxic chemicals was voted upon.
14,393,882 shares were voted for the proposal, 150,699,713 shares were
voted against, 26,390,342 shares abstained, and there were 24,290,252
broker non-votes. |
| iv.) | A
shareholder proposal requesting that the Board of Directors take the
necessary steps to provide for cumulative voting in the election of directors
was voted upon. 74,079,013 shares were voted for the proposal, 97,376,269
shares were voted against, 20,028,655 shares abstained, and there were
24,290,252 broker non-votes. |

24

| Item 5. |
| --- |
| As was disclosed in BD's proxy statement for its 2006 annual
meeting of shareholders (the "Proxy Statement"), on December
7, 2005, BD and Edward J. Ludwig, the Chairman, President and Chief Executive
Officer of BD, entered into a time sharing agreement under which Mr. Ludwig
will make lease payments to BD for his personal use of the BD corporate
aircraft, up to the maximum amount permitted by Federal Aviation Administration
regulations. |
| As was also disclosed in the Proxy Statement, during the period covered by this
report, BD entered into change of control employment agreements with each
of its executive officers and with other corporate officers that provide
for the continued employment of such persons for a period of time following
a change of control of BD. |
| The
time sharing agreement with Mr. Ludwig and the forms of the change of control
employment agreements described above were filed as exhibits to BD’s Annual
Report on Form 10-K for the fiscal year ended September 30, 2005. |

ITEM 6. Exhibits

| Exhibit 10(a) | Stock Award Plan, as amended and restated as of January 31,
2006. |
| --- | --- |
| Exhibit 31 | Certifications of Chief Executive Officer and Chief
Financial Officer, pursuant to SEC Rule 13a - 14(a). |
| Exhibit 32 | Certifications of Chief Executive Officer and Chief
Financial Officer, pursuant to Rule 13a - 14(b) and Section 1350 of Chapter
63 of Title 18 of the U.S. Code. |

25

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 thereunto duly authorized.

| Becton,
Dickinson and Company |
| --- |
| (Registrant) |

Dated: February 8, 2006

/s/ John R. Considine
John R. Considine
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ William A. Tozzi
William A. Tozzi
Vice President and Controller
(Chief Accounting Officer)

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INDEX TO EXHIBITS

| Exhibit
Number | Description
of Exhibits |
| --- | --- |
| 10(a) | Stock Award Plan, as amended and restated as of
January 31, 2006. |
| 31 | Certifications of Chief Executive Officer and Chief
Financial Officer, pursuant to SEC Rule 13a - 14(a). |
| 32 | Certifications of Chief Executive Officer and Chief
Financial Officer, pursuant to Rule 13a - 14(b) and Section 1350 of Chapter
63 of Title 18 of the U.S. Code. |

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