<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended June 30, 1999
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
Commission file number 1-4802
BECTON, DICKINSON AND COMPANY SAVINGS INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
BECTON, DICKINSON AND COMPANY
(NAME OF ISSUER OF SECURITIES HELD PURSUANT TO THE PLAN)
1 Becton Drive 07417-1880
Franklin Lakes, New Jersey (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICER)
(201) 847-6800
(TELEPHONE NUMBER)
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<PAGE>
1. FINANCIAL STATEMENTS AND SCHEDULES.
The following financial data for the Plan are submitted herewith:
Report of Independent Auditors
Statements of Net Assets Available for Benefits, as of June 30, 1999 and
1998
Statement of Changes in Net Assets Available for Benefits, for the year
ended June 30, 1999
Notes to Financial Statements
Item 27a--Schedule of Assets Held for Investment Purposes as of June 30,
1999
Item 27d--Schedule of Reportable Transactions for the year ended June 30,
1999
2.1 EXHIBITS.
See Exhibit Index for a list of Exhibits filed or incorporated by reference
as part of this report.
2
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Audited Financial Statements and Schedules
June 30, 1999
<TABLE>
Contents
<S> <C>
Report of Independent Auditors.................................................. F-1
Financial Statements
Statements of Net Assets Available for Benefits as of June 30, 1999 and 1998.... F-2
Statement of Changes in Net Assets Available for Benefits for the year ended
June 30, 1999................................................................... F-3
Notes to Financial Statements................................................... F-4
Schedules
Item 27a--Schedule of Assets Held for Investment Purposes as of June 30, 1999... F-12
Item 27d--Schedule of Reportable Transactions for the year ended June 30, 1999.. F-14
</TABLE>
<PAGE>
Report of Independent Auditors
Savings Incentive Plan Committee
Becton, Dickinson and Company
We have audited the accompanying statements of net assets available for benefits
of the Becton, Dickinson and Company Savings Incentive Plan as of June 30, 1999
and 1998, and the related statement of changes in net assets available for
benefits for the year ended June 30, 1999. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at June
30, 1999 and 1998, and the changes in its net assets available for benefits for
the year ended June 30, 1999, in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedule of
assets held for investment purposes as of June 30, 1999, and schedule of
reportable transactions for the year then ended, are presented for the purpose
of additional analysis and are not a required part of the financial statements
but are supplementary information required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. These supplemental schedules are the responsibility
of the Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in our audits of the financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
New York, New York
December 6, 1999
F-1
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
June 30
1999 1998
--------------------------
<S> <C> <C>
Assets
Investments at fair value:
Becton, Dickinson and Company Common Stock (6,163,762
shares and 6,062,104 shares, respectively) $184,912,860 $235,285,468
Becton, Dickinson and Company Series B ESOP
Convertible Preferred Stock (809,348 shares and
837,613 shares, respectively) (Note 6) 155,394,852 208,063,120
State Street Bank and Trust Company S&P 500 Flagship
Fund Series A (573,224 units and 574,418 units, respectively) 132,092,543 107,738,476
State Street Bank and Trust Company MidCap Index Fund
Series A (2,246,102 units and 2,214,514 units, respectively) 29,877,644 25,187,883
Barclays Global Investors Commingled Fund (1,232,859
units and 1,179,187 units, respectively) 31,244,446 25,701,548
Investment contracts at contract value 158,663,620 152,745,229
--------------------------
Total investments 692,185,965 754,721,724
Receivables:
Interest 58,136 799,869
Dividends 63 803,290
Participants' contributions 16,427
Employer contributions 8,863,102 4,462,935
Other receivable 1,711,628 472,645
Loans receivable from participants 18,293,968 16,425,438
Cash and cash equivalents 9,350,413 6,448,051
--------------------------
Total assets 730,463,275 784,150,379
Liabilities
Accrued interest payable 1,575,411 1,784,351
Debt obligations (Notes 6 and 7) 33,342,022 37,764,028
Investment management fees payable 202,406 203,652
Other 447,916 114,161
--------------------------
Total liabilities 35,567,755 39,866,192
--------------------------
Net assets available for benefits $694,895,520 $744,284,187
==========================
</TABLE>
See accompanying notes.
F-2
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Statement of Changes in Net Assets Available for Benefits
<TABLE>
Year ended June 30, 1999
<S> <C>
Additions:
Participants' contributions $ 37,266,940
Rollover contributions 3,624,086
Company contributions 8,863,102
Interest income 11,828,077
Dividends 5,056,996
Other 279,833
------------
66,919,034
Deductions:
Distributions to participants 46,741,065
Interest expense 3,150,821
Administrative expenses and other 401,598
------------
50,293,484
Net depreciation in fair value of investments (66,014,217)
------------
Net decrease (49,388,667)
Net assets available for benefits at beginning of year 744,284,187
------------
Net assets available for benefits at end of year $694,895,520
============
</TABLE>
See accompanying notes.
F-3
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Notes to Financial Statements
June 30, 1999
1. Significant Accounting Policies
Accounting records of the Becton, Dickinson and Company Savings Incentive Plan
(the "Plan") are maintained on the accrual basis whereby all income, costs and
expenses are recorded when earned or incurred. Investments are recorded on the
basis of cost but are reported in the Plan's financial statements at fair value,
redemption value or contract value. Fair value of marketable equity securities
is determined by quoted market prices in an active market. The value of the
Becton, Dickinson and Company Series B ESOP Convertible Preferred Stock was
determined based upon the guaranteed redemption value of $59 per share or 640%
of the fair value of the Becton, Dickinson and Company Common Stock, whichever
is higher. The underlying investments in the Fixed Income Fund are contracts
with insurance companies which are fully benefit responsive and valued at
contract value. Contract value represents contributions made, plus interest at
the contract rate and transfers, less distributions. Interests in commingled
trust funds and mutual funds are valued at the redemption price established by
the trustee or investment manager of the respective fund. Participant loans are
valued at unpaid principal balances with maturities ranging from three months to
four and one-half years for ordinary loans and twenty years for primary
residence loans. Cash equivalents are stated at cost, which approximates fair
value. The Plan considers all highly-liquid investments with a maturity of 90
days or less when purchased to be cash equivalents. Investment management fees,
brokerage fees, commissions, stock transfer taxes, and other expenses related to
each investment fund are paid out of the respective fund. Other expenses, such
as trustee fees, ESOP fees and other administrative expenses are shared by
Becton, Dickinson and Company, and the Plan.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Certain 1998 amounts have been reclassified to conform to 1999 presentation in
accordance with the Plan's early adoption of AICPA Statement of Position 99-3,
Accounting For and Reporting of Certain Defined Contribution Benefit Plan
Investments and Other Disclosure Matters.
2. Description of the Plan
The Plan is a defined contribution plan established for the purpose of
encouraging and assisting employees in following a systematic savings program
and to provide an opportunity for employees, at no cost to themselves, to become
shareholders of Becton, Dickinson and Company. Employees of Becton, Dickinson
and Company and certain of its domestic subsidiaries (the "Company") are
eligible for participation in the Plan on the
F-4
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
first enrollment date coincident with or next following the date on which the
employee commences employment with the Company.
Eligible employees who are members of the Plan can authorize a payroll deduction
for a contribution to the Plan in an amount per payroll period equal to any
selected whole percentage of pay from 2% to 20% inclusive. For purposes of the
Plan, total pay includes base pay, overtime compensation and commissions. Pre-
tax contributions are subject to annual Internal Revenue Code limitations of
$10,000 for 1999 and 1998.
Individual employee contributions of up to 6% of total pay are eligible for a
matching Company contribution. The Board of Directors of the Company may, within
prescribed limits, establish, from time to time, the rate of Company
contributions. It has authorized the Company to make a monthly contribution to
the Plan in an amount equal to 50% of eligible employee contributions during
said month minus any forfeitures.
Employee contributions can be in either before-tax ("401(k)") dollars or after-
tax dollars or a combination of both. Employee contributions in before-tax
dollars result in savings going into the Plan before most federal, state or
local taxes are withheld. Taxes are deferred until the employee withdraws the
40l(k) contributions from the Plan.
Participating employees are not liable for federal income taxes on amounts
earned in the Plan or on amounts contributed by the Company until such time that
their participating interest is distributed to them. In general, a participating
employee is subject to tax on the amount by which the distribution paid to him
exceeds the amount of after-tax dollars he has contributed to the Plan.
Employee contributions are invested, at the option of the employee, in the Fixed
Income, the S&P 500 Index, the Becton, Dickinson and Company Common Stock, the
Balanced and the MidCap Index Funds in any combination of 1%.
The assets of the Fixed Income Fund are invested in contracts with various
insurance companies, which provide known rates of return on deposited funds,
provided that the contracts remain in force until their maturity. The weighted
average yield for the investment contracts was 6.30% and 6.46% at June 30, 1999
and 1998, respectively. The crediting interest rates ranged from 5.15% to 13.50%
at June 30, 1999 and 5.55% to 7.49% at June 30, 1998. Crediting interest rates
are determined based on the balance and duration of the contract, with certain
contracts subject to quarterly rate resets based on
F-5
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
market indices. There are no minimum crediting interest rates or limitations on
guarantees under the terms of the contracts. No valuation reserves have been
established to adjust contract amounts. The fair value of the investment
contracts recorded at contract value is approximately $158,535,500 and
$155,922,000 at June 30, 1999 and 1998, respectively.
State Street Bank & Trust Company ("State Street Bank") is the Plan's Trustee.
State Street Bank is also the investment manager of the S&P 500 Index Fund, the
MidCap Index Fund and the Becton, Dickinson and Company Common Stock Fund.
PRIMCO Capital Management Inc. is the investment manager of the Fixed Income
Fund. Barclays Global Investors is the investment manager of the Balanced Fund.
The assets of the Company Common Stock Fund are invested in shares of the
Company's common stock. The Trustee has advised that its present intention is to
purchase the Company's common stock exclusively on the open market.
Contributions to the Company Common Stock Fund are comprised of both employee
contributions, as well as employer matching contributions.
Any portion of the Funds, pending permanent investment or distribution, may be
held on a short-term basis in cash or cash equivalents. The holding account
represents funds received awaiting allocation to an investment fund.
The Company implemented an Employee Stock Ownership Plan (ESOP) whereby the
Becton, Dickinson and Company Preferred Stock Fund was created to account for
employer matching contributions being invested in convertible preferred stock on
behalf of employees. Due to the favorable performance of the Company's common
shares over the past several years, preferred shares have accumulated in the
trust in excess of the Company's matching obligation. As a result, the Company
matched up to an additional 1% of each eligible participant's salary. This
increase in the Company's contribution was allocated in September 1999. Refer to
Note 6.
F-6
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
The Plan also has a loan provision whereby employees are allowed to take loans
on their vested account balances. Loans originating during a year bear a fixed
rate of interest which is set annually. Employees are required to make
installment payments at each payroll date. The outstanding balance of a loan
becomes due and payable upon an employee's termination. Should an employee, upon
his termination, elect not to repay the outstanding balance, the loan is
canceled and deemed a distribution under the Plan.
The Plan provides for vesting in employer matching contributions based on months
of participation as follows:
Full Months of Participation Percentage
------------------------------------------
Less than 24 months 0%
24 but less than 36 months 50%
36 but less than 48 months 75%
48 months or more 100%
Any participating employee with 5 or more years of service regardless of months
of participation will have a 100% vested percentage in the Company's matching
contributions. Also, participants may become fully vested on the date of
termination of employment by reasons of death, retirement or disability, or
attainment of age 65. Participants may be partially vested under certain
conditions in the event of termination of employment or participation in the
Plan for any other reason. Non-vested Company contributions forfeited by
participants are applied to reduce future Company contributions. Participants'
contributions are always 100% vested.
The Board of Directors of the Company reserves the right to terminate, modify,
alter or amend the Plan at any time and at its own discretion, provided that no
such termination, modification, alteration or amendment shall permit any of the
funds established pursuant to the Plan to be used for any purpose other than the
exclusive benefit of the participating employees. The right to modify, alter or
amend includes the right to change the percentage of the Company's
contributions.
Amounts allocated to withdrawn participants which have not yet been distributed
from the Plan as of June 30, 1999 and 1998 amounted to $186,468 and $839,972,
respectively. For the purpose of preparing the Plan's Form 5500 such amounts are
recorded as liabilities.
F-7
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Notes to Financial Statements (continued)
3. Investments
During 1999, the Plan's investments (including investments purchased, sold, as
well as held during the year) appreciated (depreciated) in fair value as
determined by quoted market prices as follows:
Participant-directed:
Becton, Dickinson and Company Common Stock Fund $(52,645,673)
State Street Bank and Trust Company S&P 500
Flagship Fund Series A 23,991,647
State Street Bank and Trust Company MidCap Index
Fund Series A 4,134,513
Barclays Global Investors Commingled Fund 4,179,140
Non-participant directed:
Becton, Dickinson and Company Series B ESOP
Convertible Preferred Stock (45,673,844)
Information about the significant components of the changes in net assets
related to the non-participant directed investment, Becton, Dickinson and
Company Series B ESOP Convertible Preferred Stock, is as follows:
Contributions $ 4,557,321
Interest and dividends 3,087,581
Net realized and unrealized depreciation in fair
value (45,673,844)
Distribution to participants (7,703,468)
Loan withdrawals (520,421)
Transfers between funds (220,291)
Interest expense (3,150,821)
Other 279,833
------------
Total $(49,344,110)
============
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated December 30, 1994, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The plan committee
believes the Plan is being operated in compliance with the applicable
requirements of the Code, and therefore, believes that the Plan is qualified and
the related trust is tax-exempt.
F-8
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Notes to Financial Statements (continued)
5. Related Party Transactions
During the year ended June 30, 1999, the Plan purchased and distributed
1,251,067 shares and 1,149,409 shares, respectively, of the Company's common
stock and recorded $1,999,923 in dividends on the common stock from the Company.
In addition, the Plan distributed 28,265 shares of the Series B ESOP convertible
preferred stock of the Company and recorded $3,057,073 in dividends on the
preferred stock from the Company.
6. Employee Stock Ownership Plan (ESOP)
The Company maintains an Employee Stock Ownership Plan (ESOP) as part of the
Savings Incentive Plan. The ESOP operates to satisfy all or part of the
Company's obligation to match 50% of employees' contributions, up to a maximum
of 3% of each participant's covered compensation. To accomplish this, the ESOP
borrowed $60,000,000 in a private debt offering and used the proceeds to buy the
Company's Series B ESOP convertible preferred stock.
Each share of preferred stock has a guaranteed liquidation value of $59 per
share and is convertible into 6.4 shares of the Company's common stock. The
preferred stock pays an annual dividend of $3.835 per share which will be used
by the ESOP, together with Company contributions to repay the ESOP borrowings.
The allocated and unallocated shares at cost and market at June 30 were as
follows:
June 30, 1999 June 30, 1998
---------------------------------------------------
Allocated Unallocated Allocated Unallocated
---------------------------------------------------
Becton, Dickinson and
Company Series B ESOP
Convertible Preferred
Stock:
Number of shares 362,857 446,491 370,645 466,968
Cost $21,408,980 $26,342,969 $21,868,233 $ 27,551,337
Market 69,668,580 85,726,272 92,068,269 115,994,851
Over a 15 year period, the trust will repay the loan; and as the loan is
gradually repaid, a portion of the preferred stock will be released and used to
match participants' contributions in the Plan. The initial allocation of
preferred stock to plan participants began in March 1990. Each year, a pre-
determined number of preferred shares will be released and available to be
allocated to participants' accounts. If the total value of the preferred shares
released (as the ESOP loan is repaid) is not sufficient to fully match the
F-9
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Notes to Financial Statements (continued)
6. Employee Stock Ownership Plan (ESOP) (continued)
participants' contributions, the remaining portion of the match will be made to
the Company Common Stock Fund.
7. Debt Obligations
In connection with the Employee Stock Ownership Plan feature, the Plan issued
$60,000,000 of ESOP notes in a private placement. The notes bear interest at
9.45% and are guaranteed by the Company. The notes, which are due July 1, 2004,
require semi-annual interest payments and annual principal payments. The
aggregate annual maturities of the debt obligations during the years ended June
30, 2000 to 2004 are as follows: 2000-$4,861,000; 2001-$5,343,000, 2002-
$5,873,000, 2003-$6,455,000 and 2004-$7,095,000.
8. Year 2000 Readiness Disclosure Statement (Unaudited)
The Company has implemented and completed a plan to ensure that hardware and
software used in connection with the Plan is ready for the Year 2000. This plan
involved a review of the Company's computer equipment and software to ensure
that this equipment and software would function properly with respect to all
dates, whether in the twentieth or twenty-first centuries, and also included a
review of the Year 2000 compliance of third-party service providers to the Plan.
Based on its efforts to date, the Company believes that it has completed all
modifications to and replacements of the Company's computer equipment and
software that are necessary to avoid any of the potential year 2000-related
disruptions or malfunctions with respect to the Plan that it has identified and
that third-party service providers to the Plan have provided reasonable
assurances as to their Year 2000 readiness. The Company believes it has
effectively anticipated and resolved any potential year 2000 issues affecting
the Plan. No assurances can be given, however, that Year 2000 issues will not
adversely affect the Plan to the extent the Company has not properly identified
Year 2000 issues arising with respect to the Plan or third-party service
providers to the Plan, or to the extent that the Company has failed to
effectively address all relevant year 2000 issues affecting the Plan.
F-10
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Notes to Financial Statements (continued)
9. Subsequent Event
Effective October 1, 1999, the Plan has made two new investment vehicles
available to participants; the International Equity Fund and the Small Cap Fund.
In addition, the Plan has been amended to limit the frequency of participants'
ability to effectuate investment transactions and transfers involving Company
stock.
F-11
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Item 27a--Schedule of Assets Held for Investment Purposes
June 30, 1999
<TABLE>
<CAPTION>
Number Contract
Identity of Issue, Borrower, Lessor or Similar of Units or Current
Party and Description of Investment or Shares Cost Value
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
State Street Bank & Trust Company
*Becton, Dickinson and Company Common Stock 6,163,762 $71,196,813 $184,912,860
State Street Bank & Trust Company
*Becton, Dickinson and Company Series B ESOP
Convertible Preferred Stock 809,348 47,751,949 155,394,852
State Street Bank & Trust Company
S&P 500 Flagship Fund Series A 573,224 96,819,714 132,092,543
State Street Bank & Trust Company
S&P MidCap Index Fund Series A 2,246,102 24,505,866 29,877,644
Barclays Global Investors
Commingled Fund 1,232,859 21,242,916 31,244,446
Allstate Life Insurance Company
GIC #GA/77016A, due 2/15/03, at 6.44% 17,930,536 17,930,536
GIC #GA/31028, due 2/15/02, at 5.73% 11,279,239 11,279,239
Caisse des Depots
BR-239-01, due 5/31/00, at 6.08% 884,639 884,639
BR-239-02, due 12/12/02, at 6.05% 2,006,125 2,006,125
BR-239-03, due 5/14/04 at 5.92% 4,847,887 4,847,887
Hartford Life Insurance Company
GIC #GA/10120, due 8/2/99, at 7.27% 3,523,808 3,523,808
John Hancock Mutual Life Insurance Company
GIC #GA/7238-1, due 12/2/02 at 5.34% 5,095,161 5,095,161
Metropolitan Life Insurance Company
GIC #GA/13669, due 4/30/01, at 5.61% 694,478 694,478
GIC #GA/13817, due 1/2/01, at 13.5% 2,143,556 2,143,556
Prudential Cap Max
GIC #10008-211, due 6/19/00, at 6.05% 5,311,895 5,311,895
GIC #10008-212, due 4/23/02 at 5.91% 1,212,333 1,212,333
</TABLE>
* As Becton, Dickinson and Company is the plan sponsor, these represent
party-in-interest transactions.
F-12
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Item 27a--Schedule of Assets Held for Investment Purposes (continued)
June 30, 1999
<TABLE>
<CAPTION>
Number Contract
Identity of Issue, Borrower, Lessor or Similar of Units or Current
Party and Description of Investment or Shares Cost Value
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Continental Assurance Company
GIC #630/05752, due 10/31/06, at 6.55% $ 15,674,240 $ 15,674,240
Monumental Life Insurance Company
#0027TR, due 8/1/99, at 6.87% 20,090,497 20,090,497
Security Life of Denver Insurance Company
GIC #108GIC, due 9/28/99, at 5.15% 4,463,848 4,463,848
State Street Bank and Trust
GIC #96034, due 10/16/06, at 6.30% 33,533,623 33,533,623
Trans America Life Insurance and Annuity Company
GIC #76572, due 11/15/04, at 5.55% 19,714,373 19,714,373
Business Men's Assurance - MBIA
GIC #1324, due 11/03/03, at 5.48% 5,173,974 5,173,974
GIC #1352, due 3/21/03, at 6.05% 2,032,774 2,032,774
Jackson National Life Insurance Company
GIC #1261, due 3/18/04, at 6.05% 3,050,634 3,050,634
----------------------------
Total investments 420,180,878 692,185,965
Loans receivable from participants (original loan
amounts ranging from $1,000 to $50,000 bearing
interest at rates ranging from 7% to 11.5%) 18,293,968
----------------------------
$420,180,878 $710,479,933
============================
</TABLE>
F-13
<PAGE>
Becton, Dickinson and Company
Savings Incentive Plan
Item 27d--Schedule of Reportable Transactions
Year ended June 30, 1999
<TABLE>
<CAPTION>
Total
Number of Aggregate Aggregate Gain
Purchases Value of Value of or
Identity of Party Involved Description of Assets or Sales Purchases Sales (Loss)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Category (iii)-Series of
transactions in excess of 5%
State Street Bank and Trust Company S&P 500 Flagship Fund 123 $ 25,330,457
State Street Bank and Trust Company S&P 500 Flagship Fund 130 $ 24,968,660 $ 940,680
State Street Bank and Trust Company Short-term Investment Fund 245 192,387,641
State Street Bank and Trust Company Short-term Investment Fund 257 190,788,669
Becton Dickinson and Company Common stock 193 47,198,281
Becton Dickinson and Company Common stock 233 44,840,274 (1,144,508)
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions during 1999.
F-14
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
MEMBERS OF THE SAVINGS INCENTIVE PLAN COMMITTEE HAVE DULY CAUSED THIS ANNUAL
REPORT TO BE SIGNED BY THE UNDERSIGNED HEREUNTO DULY AUTHORIZED.
Becton, Dickinson and Company
Savings Incentive Plan
/s/ Gerald Caporicci
_____________________________________
GERALD CAPORICCI
MEMBER, SAVINGS INCENTIVE PLAN
COMMITTEE
Date: December 8, 1999
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- ------- ----------- ----------------
<S> <C> <C>
23 Consent of Independent Auditors Filed with this report
</TABLE>
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
(Form S-8 Nos. 33-33791 and 33-23055) pertaining to the Becton, Dickinson and
Company Savings Incentive Plan and in the related prospectuses of our report
dated December 6, 1999, with respect to the financial statements and schedules
of the Becton, Dickinson and Company Savings Incentive Plan included in this
Annual Report (Form 11-K) for the year ended June 30, 1999.
/s/ Ernst & Young LLP
_____________________________________
Ernst & Young LLP
New York, New York
December 6, 1999
