Bond Becton Dickinson & Company 3.125% ( US075887BA64 ) in USD

Issuer Becton Dickinson & Company
Market price 100 %  ▲ 
Country  United States
ISIN code  US075887BA64 ( in USD )
Interest rate 3.125% per year ( payment 2 times a year)
Maturity 07/11/2021 - Bond has expired



Prospectus brochure of the bond Becton Dickinson US075887BA64 in USD 3.125%, expired


Minimal amount 2 000 USD
Total amount 1 000 000 000 USD
Cusip 075887BA6
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Ba1 ( Non-investment grade speculative )
Detailed description Becton, Dickinson and Company (BD) is a leading global medical technology company that manufactures and sells medical supplies, devices, and diagnostic systems.

The Bond issued by Becton Dickinson & Company ( United States ) , in USD, with the ISIN code US075887BA64, pays a coupon of 3.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 07/11/2021

The Bond issued by Becton Dickinson & Company ( United States ) , in USD, with the ISIN code US075887BA64, was rated Ba1 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by Becton Dickinson & Company ( United States ) , in USD, with the ISIN code US075887BA64, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







e424b2
http://www.sec.gov/Archives/edgar/data/10795/000095012311095330/y...
424B2 1 y93288b2e424b2.htm 424B2
1 of 46
11/4/2011 4:33 PM


e424b2
http://www.sec.gov/Archives/edgar/data/10795/000095012311095330/y...
Table of Contents

Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-159102

CALCULATION OF REGISTRATION FEE


















Title of Each Class of Securities

Amount to be
Maximum Offering Maximum Aggregate
Amount of

to be Registered

Registered
Price Per Security
Offering Price
Registration Fee(1)
1.750% Notes due November 8, 2016 $ 500,000,000
99.967% $
499,835,000 $
57,282
3.125% Notes due November 8, 2021 $1,000,000,000
99.795% $
997,950,000 $
114,365

















(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. The total registration fee due
for this offering is $171,647.

Prospectus Supplement to Prospectus dated May 8, 2009.

$500,000,000 1.750% Notes due November 8, 2016
$1,000,000,000 3.125% Notes due November 8, 2021




We are offering $500,000,000 aggregate principal amount of 1.750% Notes due 2016 (the "2016 notes") and
$1,000,000,000 aggregate principal amount of 3.125% Notes due 2021 (the "2021 notes" and, together with the 2016 notes,
the "notes"). Interest on the notes will be payable in cash semiannually in arrears on May 8 and November 8 of each year,
beginning May 8, 2012. The notes will be our senior unsecured obligations and will rank equally with all of our other senior
unsecured indebtedness. We may redeem the notes in whole at any time or from time to time in part, at the redemption prices
described in this prospectus supplement.

The notes will not be listed on any securities exchange.

Investing in the notes involves risks that are described in the "Risk Factors" section of this
prospectus supplement beginning on page S-3.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this prospectus supplement or the related prospectus. Any
representation to the contrary is a criminal offense.



















2016 Notes

2021 Notes

Per Note

Total

Per Note

Total

Public offering price
99.967%
$499,835,000
99.795% $997,950,000
Underwriting discount
0.600% $ 3,000,000 0.650% $ 6,500,000
Proceeds, before expenses, to Becton, Dickinson
99.367%
$496,835,000 99.145%
$991,450,000

The public offering price set forth above does not include accrued interest, if any. Interest on the notes will accrue from
November 8, 2011 and must be paid by the purchasers if the notes are delivered after November 8, 2011.




The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The
Depository Trust Company, against payment on or about November 8, 2011.

Joint Book-Running Managers





2 of 46
11/4/2011 4:33 PM


e424b2
http://www.sec.gov/Archives/edgar/data/10795/000095012311095330/y...



Co-Managers
Citigroup
Mitsubishi UFJ Securities

BNP PARIBAS
BofA Merrill Lynch
Mizuho Securities

Banca IMI
BNY Mellon Capital Markets, LLC
ING
Standard Chartered Bank
Wells Fargo Securities

Crédit Agricole CIB




Prospectus Supplement dated November 3, 2011.
3 of 46
11/4/2011 4:33 PM


e424b2
http://www.sec.gov/Archives/edgar/data/10795/000095012311095330/y...


TABLE OF CONTENTS

Prospectus Supplement










Page

About This Prospectus Supplement
S-ii
Where You Can Find More Information
S-ii
Forward-Looking Statements
S-ii
Recent Developments
S-1
Use of Proceeds
S-3
Risk Factors
S-3
Ratio of Earnings to Fixed Charges
S-3
Capitalization
S-4
Description of Notes
S-5
Certain U.S. Federal Income Tax Considerations for Non-U.S. Holders
S-8
Underwriting
S-10
Validity of Notes
S-13



Prospectus


Becton, Dickinson and Company
2
Where You Can Find More Information
4
Special Note on Forward-Looking Statements
4
Use of Proceeds
6
Ratio of Earnings to Fixed Charges
6
Description of Securities
7
Description of Capital Stock
7
Description of Debt Securities
9
Description of Warrants
16
Description of Purchase Contracts
17
Description of Units
17
Forms of Securities
17
Plan of Distribution
19
Validity of Securities
20
Experts
20


No dealer, salesperson or other person is authorized to give any information or to represent anything not
contained in this prospectus supplement or the accompanying prospectus. You must not rely on any unauthorized
information or representations. This prospectus supplement and the accompanying prospectus constitute an offer to
sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The
information contained in this prospectus supplement and the accompanying prospectus is current only as of its date.
S-i
4 of 46
11/4/2011 4:33 PM


e424b2
http://www.sec.gov/Archives/edgar/data/10795/000095012311095330/y...
Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

As used in this prospectus supplement, unless otherwise specified or unless the context indicates otherwise, the
terms "Company," "Becton, Dickinson," "BD," "we," "us," and "our" refer to Becton, Dickinson and Company and
its consolidated subsidiaries. This document is in two parts. The first part is this prospectus supplement which
contains specific information about the terms of this offering. This prospectus supplement also adds and updates
information contained in the accompanying prospectus. The second part, the accompanying prospectus, provides
more general information about us and securities we may offer from time to time, some of which may not apply to
this offering of notes. If there is any inconsistency between the information in this prospectus supplement and the
accompanying prospectus, you should rely on the information in this prospectus supplement.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the Securities and
Exchange Commission (the "SEC"). You may read and copy any document that we file at the Public Reference
Room of the SEC at 100 F Street N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an
Internet site at http://www.sec.gov, from which interested persons can electronically access our SEC filings,
including the registration statement and the exhibits and schedules thereto.

The SEC allows us to "incorporate by reference" the information we file with them, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus supplement and the accompanying prospectus, and information that
we file later with the SEC will automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than, in each case, documents or
information deemed to have been furnished and not filed in accordance with SEC rules), on or after the date of this
prospectus supplement until the termination of the offering under this prospectus supplement:

(a) Annual report on Form 10-K for the year ended September 30, 2010 (including the portions of our
Proxy Statement on Schedule 14A for our 2011 annual meeting of stockholders filed with the SEC on
December 22, 2010 that are incorporated by reference therein);

(b) Quarterly reports on Form 10-Q for the quarters ended December 31, 2010, March 31, 2011 and
June 30, 2011; and

(c) Current reports on Form 8-K filed with the SEC on October 6, 2010, November 12, 2010, February 7,
2011 (with respect to Item 5.07), July 29, 2011 and October 5, 2011.

You may request a copy of these filings at no cost, by writing or telephoning the Office of Secretary, Becton,
Dickinson and Company, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, telephone (201) 847-6800.

FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference therein
contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words such as "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 that 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, cash flows or uses, and statements expressing views about future
operating results -- are forward-looking statements within the meaning of the Securities Act of 1933, as amended
(the "Act").
S-ii
5 of 46
11/4/2011 4:33 PM


e424b2
http://www.sec.gov/Archives/edgar/data/10795/000095012311095330/y...
Table of Contents
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.

· The current conditions in the global economy and financial markets, and the potential adverse effect on
liquidity and access to capital resources for BD and/or its customers and suppliers, the cost of operating our
business, the demand for our products and services as a result of reduced government funding, lower
utilization rates or otherwise, prices for our products and services due to increases in pricing pressure or our
ability to produce our products, including the impact on developing countries. Also, the increase in sovereign
debt during the financial crisis as a result of governmental intervention in the world economy poses
additional risks to the global financial system and economic recovery. We sell to government-owned or
government-supported healthcare and research facilities, and any governmental austerity programs or other
adverse change in the availability of government funding in these countries, including Western Europe, could
result in less demand for our products and additional pricing pressures, as well as create potential collection
risks associated with such sales.


· The consequences of the healthcare reform in the United States, which implemented an excise tax on
U.S. sales of certain medical devices, and which could result in reduced demand for our products, increased
pricing pressures or otherwise adversely affect BD's business.


· Future healthcare reform in the countries in which we do business may also involve changes in government
pricing and reimbursement policies or other cost containment reforms.


· Changes in domestic and foreign healthcare industry practices that result in a reduction in procedures using
our products or increased pricing pressures, including the continued consolidation among healthcare
providers and trends toward managed care and healthcare cost containment (including changes in
reimbursement practices by third-party payors).


· 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.


· Regional, national and foreign economic factors, including inflation, deflation, and fluctuations in interest
rates and, in particular, foreign currency exchange rates, and the potential effect on our revenues, expenses,
margins and credit ratings.


· New or changing laws and regulations affecting our domestic and foreign operations, or changes in
enforcement practices, including laws relating to trade, monetary and fiscal policies, taxation (including tax
reforms that could adversely impact multinational corporations), sales practices, price controls and licensing
and regulatory requirements for new products and products in the postmarketing phase. In particular, the
U.S. and other countries may impose new requirements regarding registration, labeling or prohibited
materials that may require us to re-register products already on the market or otherwise impact our ability to
market our products. Environmental laws, particularly with respect to the emission of greenhouse gases, are
also becoming more stringent throughout the world, which may increase our costs of operations or necessitate
changes in our manufacturing plants or processes or those of our suppliers, or result in liability to BD.


· Product efficacy or safety concerns regarding our products resulting in product recalls, regulatory action on
the part of the U.S. Food and Drug Administration (FDA) or foreign counterparts, declining sales and
S-iii
6 of 46
11/4/2011 4:33 PM


e424b2
http://www.sec.gov/Archives/edgar/data/10795/000095012311095330/y...
Table of Contents

product liability claims, particularly in light of the current regulatory environment, including increased
enforcement activity by the FDA.

· Competitive factors that could adversely affect our operations, including new product introductions (for
example, new forms of drug delivery) by our current or future competitors, increased pricing pressure due to
the impact of low-cost manufacturers as certain competitors have established manufacturing sites or have
contracted with suppliers in low-cost manufacturing locations as a means to lower their costs, patents
attained by competitors (particularly as patents on our products expire), and new entrants into our markets.


· The effects of events that adversely impact our ability to manufacture our products (particularly where
production of a product line is concentrated in one or more plants) or our ability to source materials or
components from suppliers that are needed for such manufacturing, including pandemics, natural disasters,
environmental factors or cyber attacks.


· Fluctuations in the cost and availability of oil-based resins and other raw materials, as well as certain
sub-assemblies and finished goods, 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 items.


· 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, obtain coverage and adequate reimbursement for new products, or gain and maintain market approval
of products, as well as the possibility of infringement claims by competitors with respect to patents or other
intellectual property rights, all of which can preclude or delay commercialization of a product. Delays in
obtaining necessary approvals or clearances from the FDA or other regulatory agencies or changes in the
regulatory process (including potential reforms to the 510(k) FDA clearance process for medical devices)
may also delay product launches and increase development costs.


· Fluctuations in the demand for products we sell to pharmaceutical companies that are used to manufacture, or
are sold with, the products of such companies, as a result of funding constraints, consolidation or otherwise.


· Fluctuations in U.S. and international governmental funding and policies for life sciences research.


· Our ability to achieve our projected level or mix of product sales. Our earnings forecasts are based on
projected volumes and sales of many product types, some of which are more profitable than others.


· Our ability to implement our ongoing upgrade of our enterprise resource planning system, as any delays or
deficiencies in the design and implementation of our upgrade could adversely affect our business.


· Pending and potential future litigation or other proceedings adverse to BD, including antitrust claims, product
liability claims and patent infringement claims, and the availability or collectibility of insurance relating to
any such claims.


· The effect of adverse media exposure or other publicity regarding BD's business or operations, including the
effect on BD's reputation or demand for its products.


· The effects, if any, of governmental and media activities regarding the business practices of group purchasing
organizations, which negotiate product prices on behalf of their member hospitals with BD and other
suppliers.


· The effect of market fluctuations on the value of assets in BD's pension plans and on actuarial interest rate
and asset return assumptions, which could require BD to make additional contributions to the plans or
increase our pension plan expense.


· Political conditions in international markets, including civil unrest, terrorist activity, governmental changes,
restrictions on the ability to transfer capital across borders and expropriation of assets by a government,
including the recent civil unrest in parts of the Middle East.
S-iv
7 of 46
11/4/2011 4:33 PM


e424b2
http://www.sec.gov/Archives/edgar/data/10795/000095012311095330/y...
Table of Contents

· The impact of business combinations, including any volatility in earnings relating to acquired in-process
research and development assets, and our ability to successfully integrate any business we may acquire.


· Our ability to obtain the anticipated benefits of restructuring programs, if any, that we may undertake.


· Issuance of new or revised accounting standards by the Financial Accounting Standards Board or the
Securities and Exchange Commission.

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.
S-v
8 of 46
11/4/2011 4:33 PM


e424b2
http://www.sec.gov/Archives/edgar/data/10795/000095012311095330/y...
Table of Contents

RECENT DEVELOPMENTS

We evaluate our results of operations on both an as reported and a foreign currency-neutral basis. The
foreign currency-neutral presentation is a non-GAAP financial measure, which excludes the impact of
fluctuations in foreign currency exchange rates. We believe providing foreign currency-neutral information
provides valuable supplemental information regarding our results of operations, consistent with how we
evaluate our performance. We calculate foreign currency-neutral percentages by converting our current-period
local currency financial results using the prior period foreign currency exchange rates and comparing these
adjusted amounts to our current period reported results. This calculation may differ from similarly titled
measures used by others and, accordingly, the foreign currency-neutral presentation is not meant to be a
substitution for recorded amounts presented in conformity with U.S. generally accepted accounting principles
("GAAP") nor should such amounts be considered in isolation.

Fourth Quarter and Full Year Results. On November 2, 2011, we announced our results of operations for our
fourth quarter and year ended September 30, 2011. For the quarter, we reported:

· earnings per diluted share from continuing operations of $1.36, compared with $1.24 for the fourth quarter of
fiscal year 2010, representing a 9.7% increase;


· total revenues of $2.051 billion, representing a 9.5% increase compared with the fourth quarter of fiscal year
2010, or 4.0% on a foreign currency-neutral basis, with a foreign currency impact of 5.5%;


· revenues of $1.055 billion in the BD Medical segment, representing a 10.0% increase compared with the
fourth quarter of fiscal year 2010, or 3.8% on a foreign currency-neutral basis, with a foreign currency
impact of 6.2%;


· revenues of $642 million in the BD Diagnostics segment, representing a 8.6% increase compared with the
fourth quarter of fiscal year 2010, or 3.8% on a foreign currency-neutral basis, with a foreign currency
impact of 4.8%;


· revenues of $354 million in the BD Biosciences segment, representing a 9.6% increase compared with the
fourth quarter of fiscal year 2010, or 4.7% on a foreign currency-neutral basis, with a foreign currency
impact of 4.9%;


· revenues in the U.S. of $843 million, representing a 1.3% increase compared with the fourth quarter of fiscal
year 2010; and


· revenues outside of the U.S. of $1.208 billion, representing a 16.0% increase compared with the fourth
quarter of fiscal year 2010, or 6.1% on a foreign currency-neutral basis, with a foreign currency impact of
9.9%.

For the year, we reported:

· earnings per diluted share from continuing operations of $5.59, compared with $4.90 for the prior fiscal year,
representing a 14.1% increase;


· total revenues of $7.829 billion, representing a 6.2% increase compared with the prior fiscal year, or 2.9%
on a foreign currency-neutral basis, with a foreign currency impact of 3.3%;


· revenues increased 5.6% in the BD Medical segment compared with the prior fiscal year, or 2.3% on a
foreign currency-neutral basis, with a foreign currency impact of 3.3%;


· revenues increased 7.0% in the BD Diagnostics segment compared with the prior fiscal year, or 3.9% on a
foreign currency-neutral basis, with a foreign currency impact of 3.1%;


· revenues increased 6.7% in the BD Biosciences segment compared with the prior fiscal year, or 3.2% on a
foreign currency-neutral basis, with a foreign currency impact of 3.5%;


· revenues in the U.S. of $3.356 billion, representing a 2.1% increase compared with the prior fiscal year; and
S-1
9 of 46
11/4/2011 4:33 PM


e424b2
http://www.sec.gov/Archives/edgar/data/10795/000095012311095330/y...
Table of Contents

· revenues outside of the U.S. of $4.473 billion, representing a 9.5% increase compared with the prior fiscal
year, or 3.6% on a foreign currency-neutral basis, with a foreign currency impact of 5.9%.

Potential Planned Stock Repurchases. On November 2, 2011, we also announced that subject to market
conditions, we plan to repurchase up to $1.5 billion of our common stock in 2012. We plan to fund the repurchases
through ongoing cash flow and the issuance of debt, including the notes offered hereby.
S-2
10 of 46
11/4/2011 4:33 PM