Obligation Becton Dickinson & Company 5% ( US075887AU38 ) en USD

Becton Dickinson & Company

100 % ⇌

Etas-Unis

US075887AU38 ( en USD )

5% par an ( paiement semestriel )

15/05/2019 - Obligation échue

Prospectus brochure de l'obligation Becton Dickinson US075887AU38 en USD 5%, échue

2 000 USD

500 000 000 USD

075887AU3

BBB+ ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

Becton, Dickinson and Company (BD) est une société américaine de technologie médicale qui conçoit, fabrique et vend des dispositifs médicaux, des systèmes de diagnostic et des produits de biosciences.

L'obligation US075887AU38 émise par Becton Dickinson aux États-Unis, d'une valeur nominale de 500 000 000 USD, avec un coupon de 5%, une maturité le 15/05/2019, un prix actuel de 100%, une taille minimale d'achat de 2 000 USD et une fréquence de paiement semestrielle, notée BBB+ par S&P et Baa2 par Moody's, est arrivée à échéance et a été remboursée.

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Table of Contents

CALCULATION OF REGISTRATION FEE

Maximum

Amount of

Aggregate
Registration
Title of each class of securities offered

Offering Price

Fee(1)
5.000% Notes due May 15, 2019

$ 500,000,000
$ 27,900
6.000% Notes due May 15, 2039

$ 250,000,000
$ 13,950

(1) Calculated in accordance with Rule 457(r) under the Securities Act. The total registration fee due
for this offering is $ $41,850; however, pursuant to Rule 457(p) under the Securities Act, $28,045,
which was previously paid and unutilized in connection with the registration statement
on Form S-3 (Registration No. 333-134143) filed by the registrant on May 15, 2006, is applied to
such total registration fee.

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

Prospectus Supplement to Prospectus dated May 8, 2009.

$750,000,000

Becton, Dickinson and Company

$500,000,000 5.000% Notes due May 15, 2019
$250,000,000 6.000% Notes due May 15, 2039

We are offering $500,000,000 aggregate principal amount of 5.000% Notes due 2019 (the "2019
Notes") and $250,000,000 aggregate principal amount of 6.000% Notes due 2039 (the "2039 Notes"
and, together with the 2019 Notes, the "Notes"). Interest on the Notes will be payable in cash
semiannually in arrears on May 15 and November 15 of each year, beginning November 16, 2009.
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.

Investing in the Notes involves risks that are described in the "Risk Factors"
section of this prospectus supplement beginning on page S-1.

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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.

2019 Notes

2039 Notes

Per Note
Total
Per Note
Total

Initial public offering price
99.348 % $ 496,740,000 98.984 % $ 247,460,000
Underwriting discount
0.650 % $ 3,250,000 0.875 % $ 2,187,500
Proceeds, before expenses, to Becton,
Dickinson
98.698 % $ 493,490,000 98.109 % $ 245,272,500

The initial public offering price set forth above does not include accrued interest, if any. Interest on
the Notes will accrue from May 15, 2009 and must be paid by the purchasers if the Notes are
delivered after May 15, 2009.

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 May 15, 2009.

Goldman, Sachs & Co.
Morgan Stanley

Citi
Mitsubishi UFJ Securities

Banc of America Securities LLC
J.P. Morgan

BBVA Securities BNP PARIBAS BNY Mellon Capital Markets, LLC Mizuho
Securities USA Inc.

Banca IMI CALYON ING Wholesale Standard Chartered
Bank Wachovia Securities

Prospectus Supplement dated May 11, 2009.
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TABLE OF CONTENTS

Prospectus Supplement

Page

S-
Use of Proceeds
1
S-
Risk Factors
1
S-
Description of Notes
1
S-
Certain U.S. Federal Income Tax Considerations for Non-U.S. Holders
4
S-
Underwriting
5
S-
Legal Matters
7
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
10
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. You must not rely on any unauthorized information or
representations. This prospectus is 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 is current only as of its date.

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Table of Contents

USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be approximately $738,000,000, after
deducting underwriting discounts and commissions and estimated net offering expenses payable by
us. We intend to use approximately the net proceeds from this offering as follows: (i) $200,000,000 to
repay our outstanding notes due October 2009, (ii) from $150,000,000 to $250,000,000 to make
contributions to our pension plan and (iii) the remainder for general corporate purposes, including
possible acquisitions. Prior to their application, the net proceeds may be invested in short-term
investments.

RISK FACTORS

You should carefully consider all the information set forth in this prospectus supplement and the
accompanying prospectus and incorporated by reference herein before deciding to invest in the Notes.
In particular, we urge you to consider carefully the factors set forth under "Risk Factors" in our
Annual Report on Form 10-K for the fiscal year ended September 30, 2008 and our Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2009, incorporated by reference herein.

DESCRIPTION OF NOTES

The following description of the particular terms of the Notes offered in this prospectus supplement
supplements the description of the general terms and provisions of the debt securities in the
accompanying prospectus. In this section entitled "Description of Notes," references to "Becton,
Dickinson," "BD," "we," "us" and "our" refer to Becton, Dickinson and Company, as issuer of the
Notes and not to any of the subsidiaries of Becton, Dickinson and Company.

The Notes will be issued by Becton, Dickinson under the indenture, dated as of March 1, 1997,
between us and The Bank of New York Mellon Trust Company, N.A., as successor to JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank). The Notes are unsecured and will rank
equally with all our other unsecured and unsubordinated indebtedness.

Terms of the Notes

The specific terms of the 2019 Notes will be as follows:

· Title of the notes: 5.000% Notes due May 15, 2019

· Issuer of the notes: Becton, Dickinson and Company

· Total principal amount being issued: $500,000,000

· Maturity date: May 15, 2019

· Interest rate: 5.000%

· Denomination: $2,000 and integral multiples of $1,000 thereof

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· Date interest starts accruing: May 15, 2009

· Interest payment dates: May 15 and November 15

· First interest payment date: November 16, 2009

· Regular record dates for interest: May 1 and November 1

· Redemption: See " -- Optional Redemption"

· Listing: The 2019 Notes will not be listed on any securities exchange or included in any
automated quotation system

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Table of Contents

The specific terms of the 2039 Notes will be as follows:

· Title of the notes: 6,000% Notes due May 15, 2039

· Issuer of the notes: Becton, Dickinson and Company

· Total principal amount being issued: $250,000,000

· Maturity date: May 15, 2039

· Interest rate: 6.000%

· Denomination: $2,000 and integral multiples of $1,000 thereof

· Date interest starts accruing: May 15, 2009

· Interest payment dates: May 15 and November 15

· First interest payment date: November 16, 2009

· Regular record dates for interest: May 1 and November 1

· Redemption: See " -- Optional Redemption"

· Listing: The 2039 Notes will not be listed on any securities exchange or included in any
automated quotation system

We may, without notice to or consent of the holders or beneficial owners of the Notes of any series,
issue additional Notes having the same ranking, interest rate, maturity and/or other terms as the Notes
of any other series. Any such additional Notes issued could be considered part of the same series of
Notes under the indenture as the Notes of any series offered hereby.

An event of default for a particular series of Notes under the indenture will not necessarily constitute
an event of default for other series of Notes or for any other series of debt securities under the
indenture.

Optional Redemption

We may, at our option, redeem all or any part of the Notes of any series. If we choose to do so, we
will mail a notice of redemption to you not less than 30 days and not more than 60 days before this
redemption occurs. The redemption price will be equal to the greater of:

· 100% of the principal amount of the Notes to be redeemed; and

· the sum of the present values of the Remaining Scheduled Payments on the Notes, discounted
to the redemption date on a semiannual basis, assuming a 360-day year consisting of
twelve 30-day months, at the Treasury Rate plus 30 basis points in the case of the 2019 Notes
and 30 basis points in the case of the 2039 Notes.

The redemption price will also include interest accrued to the date of redemption on the principal
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balance of the Notes being redeemed.

"Treasury Rate" means, for any redemption date, the annual rate equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue equal to the Comparable Treasury Price, expressed as a percentage of its principal amount, for
that redemption date. The yield of the Comparable Treasury Issue will be computed as of the second
business day immediately preceding the redemption date.

"Comparable Treasury Issue" means the United States Treasury security selected by one of the
investment banking firms named below that would be used, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the applicable remaining term of the Notes being redeemed.

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The investment banks we may use to select a Comparable Treasury Issue for this purpose are
Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, their successors and any two other
nationally recognized investment banking firms that we will appoint from time to time that are
primary dealers of U.S. government securities in New York City, each of whom we call a "Reference
Treasury Dealer." If any of the firms named in the preceding sentence ceases to be a primary dealer of
U.S. government securities in New York City, we will appoint another nationally recognized
investment banking firm as a substitute.

"Comparable Treasury Price" means, for any redemption date:

· the average of the Reference Treasury Dealer Quotations obtained by the Trustee for that
redemption date after excluding the highest and lowest of those Reference Treasury Dealer
Quotations; or

· if the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all
those quotations.

"Reference Treasury Dealer Quotation" means, with respect to any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue, expressed
in each case as a percentage of its principal amount, quoted in writing to the Trustee by a Reference
Treasury Dealer as of 3:30 p.m., New York time, on the third business day preceding that redemption
date. The Trustee shall seek Reference Treasury Dealer Quotations in respect of any redemption date
from each of the then-existing Reference Treasury Dealers.

"Remaining Scheduled Payments" means, with respect to each Note being redeemed, the remaining
scheduled payments of principal and interest on that Note that would be due after the related
redemption date but for the redemption. If, however, the redemption date is not an interest payment
date with respect to that Note, the amount of the next succeeding scheduled interest payment on that
Note that would have been due will be deemed reduced by the amount of interest accrued on the Note
to the redemption date.

On and after the redemption date, the Notes or any portion of the Notes called for redemption will
stop accruing interest. On or before any redemption date, we will deposit with the paying agent or the
Trustee money sufficient to pay the accrued interest on the Notes to be redeemed and their
redemption price. If less than all of the Notes are redeemed, the Trustee will choose the Notes to be
redeemed by any method that it deems fair and appropriate.

Clearance Systems

The Notes have been accepted for clearance through the DTC, Euroclear and Clearstream,
Luxembourg systems. The Notes have the following codes:

· 2019 Notes: CUSIP 075887 AU3 and ISIN US075887AU38

· 2039 Notes: CUSIP 075887 AV1 and ISIN US075887AV11

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