Obligation Becton Dickinson & Company 4.685% ( US075887BG35 ) en USD

Becton Dickinson & Company

100 % ▲

Etats-unis

US075887BG35 ( en USD )

4.685% par an ( paiement semestriel )

14/12/2044

Prospectus brochure de l'obligation Becton Dickinson US075887BG35 en USD 4.685%, échéance 14/12/2044

2 000 USD

1 200 000 000 USD

075887BG3

BBB ( Qualité moyenne inférieure )

Ba1 ( Spéculatif )

15/12/2025 ( Dans 164 jours )

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 Becton Dickinson (ISIN : US075887BG35, CUSIP : 075887BG3), émise aux États-Unis pour un montant total de 1 200 000 000 USD, avec un prix actuel de 100%, un taux d'intérêt de 4,685%, une maturité fixée au 14/12/2044, une fréquence de paiement semestrielle, un montant minimal d'achat de 2 000 USD et des notations S&P de BBB et Moody's de Ba1, est actuellement disponible sur le marché.

Final Prospectus Supplement
424B5 1 d829562d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement No 333-183059
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Amount To be
Offering Price Per
Aggregate Offering
Amount Of
Title of Each Class of Securities To Be Registered

Registered

Unit

Price

Registration Fee (1)
Floating Rate Notes due June 15, 2016

$750,000,000

99.850%

$748,875,000

1.800% Notes due December 15, 2017

$1,250,000,000

99.550%

$1,244,375,000

2.675% Notes due December 15, 2019

$1,250,000,000

99.400%

$1,242,500,000

3.734% Notes due December 15, 2024

$1,750,000,000

99.350%

$1,738,625,000

4.685% Notes due December 15, 2044

$1,200,000,000

99.125%

$1,189,500,000

Total

$6,163,875,000

$716,242.28

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Prospe c t us Supple m e nt t o Prospe c t us da t e d August 3 , 2 0 1 2 .

Be c t on, Dic k inson a nd Com pa ny
$750,000,000 Floating Rate Notes due June 15, 2016
$1,250,000,000 1.800% Notes due December 15, 2017
$1,250,000,000 2.675% Notes due December 15, 2019
$1,750,000,000 3.734% Notes due December 15, 2024
$1,200,000,000 4.685% Notes due December 15, 2044

We are offering $750,000,000 aggregate principal amount of Floating Rate Notes due 2016 (the "2016 floating notes"), $1,250,000,000 aggregate principal
amount of 1.800% Notes due 2017 (the "2017 notes"), $1,250,000,000 aggregate principal amount of 2.675% Notes due 2019 (the "2019 notes"), $1,750,000,000
aggregate principal amount of 3.734% Notes due 2024 (the "2024 notes") and $1,200,000,000 aggregate principal amount of 4.685% Notes due 2044 (the "2044
notes" and, together with the 2017 notes, the 2019 notes and the 2024 notes, the "fixed rate notes"). The floating rate notes and the fixed rate notes are collectively
referred to as the "notes." Interest on the floating rate notes will be payable in cash quarterly in arrears on March 15, June 15, September 15 and December 15 of
each year, beginning March 15, 2015. Interest on the fixed rate notes will be payable in cash semiannually in arrears on June 15 and December 15 of each year,
beginning June 15, 2015. 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.
We intend to use the net proceeds of this offering, together with borrowings under our commercial paper program, borrowings under our new term loan
facility, and cash on hand, to finance the acquisition of CareFusion Corporation ("CareFusion") as described in this prospectus supplement and to pay related fees and
expenses. This offering is not contingent on the consummation of the acquisition of CareFusion. However, if such acquisition is not consummated on or prior to
October 5, 2015, or, if prior to such date, the Agreement and Plan of Merger (the "Merger Agreement") for such acquisition is terminated, then, in either case, we will
be required to redeem all of the notes at a special mandatory redemption price equal to 101% of the aggregate principal amount of such notes, plus accrued and
unpaid interest to, but excluding, the redemption date. See "Description of Notes--Special Mandatory Redemption."

Investing in the notes involves risks that are described in the "Risk Factors" section of this prospectus supplement beginning on page S-6 and in our Annual
Report on Form 10-K for the fiscal year ended September 30, 2014 which is incorporated by reference into this prospectus supplement.

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny ot he r re gula t ory body ha s a pprove d or disa pprove d of t he se
se c urit ie s or pa sse d upon t he a de qua c y or a c c ura c y of t his prospe c t us supple m e nt or t he re la t e d prospe c t us. Any re pre se nt a t ion t o
t he c ont ra ry is a c rim ina l offe nse .

2016 Floating Rate Notes
2017 Notes

2019 Notes

2024 Notes

2044 Notes

Per
Per
Per
Per
Per
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Final Prospectus Supplement

Note

Total
Note

Total
Note

Total
Note

Total
Note

Total

Initial public offering price
100.000% $ 750,000,000 100.000% $ 1,250,000,000 100.000% $ 1,250,000,000 100.000% $ 1,750,000,000 100.000% $ 1,200,000,000
Underwriting discount

0.150% $
1,125,000
0.450% $
5,625,000
0.600% $
7,500,000
0.650% $
11,375,000
0.875% $
10,500,000
Proceeds, before expenses, to Becton,
Dickinson
99.850% $ 748,875,000 99.550% $ 1,244,375,000 99.400% $ 1,242,500,000 99.350% $ 1,738,625,000 99.125% $ 1,189,500,000
The initial public offering price set forth above does not include accrued interest, if any. Interest on the notes will accrue from December 15, 2014 and must be
paid by the purchasers if the notes are delivered after December 15, 2014.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company, against payment in
New York, New York on or about December 15, 2014.
Joint Book-Running Managers

Goldm a n, Sa c hs & Co.

J .P. M orga n
BN P PARI BAS

Cit igroup

M U FG

M orga n St a nle y
Co-Managers

Ba nc a I M I

BN Y M e llon Ca pit a l M a rk e t s, LLC

I N G
M izuho Se c urit ie s

St a nda rd Cha rt e re d Ba nk

We lls Fa rgo Se c urit ie s

T he Willia m s Ca pit a l Group, L.P.

Prospectus Supplement dated December 4, 2014.
Table of Contents
TABLE OF CONTENTS
Prospe c t us Supple m e nt

Page
About This Prospectus Supplement
S-ii
Where You Can Find More Information
S-ii
Forward-Looking Statements
S-iii
Our Company
S-1
Recent Developments
S-1
CareFusion Corporation
S-3
Use of Proceeds
S-5
Risk Factors
S-6
Ratio of Earnings to Fixed Charges
S-26
Capitalization
S-27
Unaudited Pro Forma Condensed Combined Financial Information
S-28
Description of Notes
S-38
Certain U.S. Federal Income Tax Considerations For Non-U.S. Holders
S-46
Underwriting
S-49
Validity of Notes
S-53
Experts
S-53
Prospe c t us

Becton, Dickinson and Company
2
Where You Can Find More Information and Incorporation by Reference
4
Special Note on Forward-Looking Statements
4
Use of Proceeds
7
Ratio of Earnings to Fixed Charges
7
Description of Securities
7
Description of Capital Stock
7
Description of Debt Securities
11
Description of Warrants
17
Description of Purchase Contracts
19
Description of Units
19
Forms of Securities
19
Plan of Distribution
21
Validity of Securities
22
Experts
22
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Final Prospectus Supplement

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in or
incorporated by reference into 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 or incorporated by
reference into in this prospectus supplement and the accompanying prospectus is current only as of the respective dates of such
documents.

S-i
Table of Contents
ABOU T T H I S PROSPECT U S SU PPLEM EN T
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 and the term
"CareFusion" refers to CareFusion Corporation and its consolidated subsidiaries. References to the "combined company" refer to the
Company and its consolidated subsidiaries giving effect to the acquisition of CareFusion. 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, or incorporated by reference into, 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. This prospectus supplement and the accompanying prospectus incorporate by reference important business and financial
information about us that is not included in or delivered with this prospectus supplement. You should read both this prospectus supplement
and the accompanying prospectus together with the additional information below under the heading "Where You Can Find More
Information." If there is any inconsistency between the information in this prospectus supplement and the accompanying prospectus or any
document incorporated herein or therein by reference, you should rely on the information in this prospectus supplement.
WH ERE Y OU CAN FI N D M ORE I N FORM AT I ON
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 (of which this prospectus supplement and accompanying prospectus form a
part) 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 but 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 fiscal year ended September 30, 2014;
(b) The portions of our Proxy Statement on Schedule 14A for our 2014 annual meeting of stockholders filed with the SEC on
December 19, 2013 that are incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended
September 30, 2013; and
(c) Current reports on Form 8-K filed with the SEC on October 6, 2014, November 14, 2014, November 25, 2014 (except for
Item 7.01), December 2, 2014 and December 4, 2014.
You may request a copy of our filings, at no cost, by writing or telephoning the Office of the Corporate Secretary, Becton, Dickinson
and Company, 1 Becton Drive, Franklin Lakes, New Jersey

S-ii
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Final Prospectus Supplement
07417-1880, telephone (201) 847-6800 or by going to our Internet website at www.bd.com. Our Internet website address is provided as an
inactive textual reference only. The information provided on our Internet website, other than copies of the documents described above that
have been filed with the SEC, is not part of this prospectus supplement and, therefore, is not incorporated herein by reference.
FORWARD-LOOK I N G ST AT EM EN T S
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference therein may 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").
Forward-looking statements are based on current expectations of future events. The forward-looking statements are, and will be,
based on our management's current views and assumptions regarding future events and operating performance or, with respect to "Recent
Developments--CareFusion Corporation" and "Risk Factors--Risks Related to the CareFusion Business," CareFusion's 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 after the date they are made, whether as a
result of new information, future events and developments or otherwise, except as required by applicable law or regulations.
The following are some important factors that could cause the actual results of our combined company, or either us or CareFusion
individually, to differ from our expectations and, with respect to "Recent Developments--CareFusion Corporation" and "Risk Factors--Risks
Related to the CareFusion Business," CareFusion's disclosed expectations in any forward-looking statements.

· Weakness in the global economy and financial markets, and the potential adverse effect on the cost of operating our or
CareFusion's business, the demand for our or CareFusion's products and services, the prices for our or CareFusion's products

and services due to increases in pricing pressure, or our or CareFusion's ability to produce our products, including the impact on
developing countries.

· Deficit reduction efforts or other adverse changes in the availability of government funding for healthcare and research,

particularly in the United States and Europe, that could further weaken demand for our or CareFusion's products and result in
additional pricing pressures, as well as create potential collection risks associated with such sales.

· The consequences of the Patient Protection and Affordable Care Act in the United States, which implemented an excise tax on

United States sales of certain medical devices, and which could result in reduced demand for our or CareFusion's products,
increased pricing pressures or otherwise adversely affect our or CareFusion's business.

· Future healthcare reform in the countries in which we or CareFusion do business may also involve changes in government pricing

and reimbursement policies or other cost containment reforms.

S-iii
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· Changes in domestic and foreign healthcare industry practices that result in a reduction in procedures using our or CareFusion's
products or increased pricing pressures, including the continued consolidation among healthcare providers and trends toward

managed care and healthcare cost containment. For example, changes to guidelines providing for increased cervical cancer
screening intervals has and may continue to negatively impact sales of our Women's Health and Cancer platform.

· Changes in reimbursement practices of third-party payers.

· Our or CareFusion's ability to penetrate emerging markets, which depends on local economic and political conditions, and how
well we and CareFusion are able to acquire or form strategic business alliances with local companies and make necessary

infrastructure enhancements to production facilities and distribution networks. Our and CareFusion's international operations also
increase our compliance risks, including risks under the United States Foreign Corrupt Practices Act and other anti-corruption
laws.

· Political conditions in international markets, including civil unrest, terrorist activity, governmental changes, trade barriers,

restrictions on the ability to transfer capital across borders and expropriation of assets by a government.

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· Security breaches of our or CareFusion's computer and communications systems, including computer viruses, "hacking" and
"cyber-attacks," which could impair our or CareFusion's ability to conduct business, or result in the loss of trade secrets or

otherwise compromise sensitive information of the Company or CareFusion or of our or CareFusion's customers, suppliers and
other business partners.

· Fluctuations in the cost and availability of oil-based resins and other raw materials, as well as certain components, 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.

· Regional, national and foreign economic factors, including inflation, deflation, fluctuations in interest rates and, in particular, foreign

currency exchange rates, and the potential effect on our or CareFusion's revenues, expenses, margins and credit ratings.

· New or changing laws, regulations and agency determinations affecting our or CareFusion's domestic and foreign operations, or
changes in enforcement practices, including laws relating to trade, monetary and fiscal policies, taxation (including IRS rulings and
tax reforms that could adversely impact multinational corporations), sales practices, environmental protection, price controls,
licensing and regulatory requirements for new products and products in the postmarketing phase and healthcare fraud and abuse.
In particular, the United States and other countries may impose new requirements regarding registration, labeling or prohibited

materials that may require us or CareFusion to re-register products already on the market or otherwise impact our or
CareFusion's ability to market products. Environmental laws, particularly with respect to the emission of greenhouse gases, are
also becoming more stringent throughout the world, which may increase our or CareFusion's costs of operations or necessitate
changes in our or CareFusion's manufacturing plants or processes or those of our or CareFusion's suppliers, or result in liability to
us or CareFusion.

· Product efficacy or safety concerns regarding our or CareFusion's products resulting in product recalls, regulatory action on the
part of the United States Food and Drug Administration ("FDA") (including CareFusion's amended consent decree with the FDA)

or foreign counterparts, declining sales and 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 or CareFusion's operations, including new product introductions (for example,

new forms of drug delivery) by our or CareFusion's current

S-iv
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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 or CareFusion's
markets.

· The effects of events that adversely impact our or CareFusion's ability to manufacture products (particularly where production of a
product line is concentrated in one or more plants) or our or CareFusion's ability to source materials or components from

suppliers (including sole-source suppliers) that are needed for such manufacturing, including pandemics, natural disasters or
environmental factors.

· 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 intellectual property protection for our
or CareFusion's products, 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 may also delay product launches and increase
development costs.

· Fluctuations in the demand for products we or CareFusion 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 university or United States and international governmental funding and policies for life sciences research.

· Our and CareFusion's ability to achieve the projected level or mix of product sales, as each of 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 complete the implementation of 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 us or CareFusion, including antitrust claims, product liability

claims, environmental claims and patent infringement claims, and the availability or collectability of insurance relating to any such
claims.
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· The effect of adverse media exposure or other publicity regarding our or CareFusion's business or operations, including the effect

on our or CareFusion's reputation or demand for our or CareFusion's products.

· The effect of market fluctuations on the value of assets in our or CareFusion's pension plans and on actuarial interest rate and

asset return assumptions, which could require us or CareFusion to make additional contributions to the plans or increase our
pension plan expense.

· The impact of business combinations, investments and alliances, including any volatility in earnings relating to acquired in-process

research and development assets, our ability to successfully complete the CareFusion Acquisition 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 SEC (including the SEC's

recently adopted regulations relating to conflict minerals).

S-v
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· Risk related to our pending acquisition of CareFusion including:

· The failure to satisfy the conditions to completing the transaction, including obtaining required regulatory approvals or approval

of the CareFusion stockholders.

· Conditions to obtaining regulatory approval that may place restrictions on the business of the combined company.

· Our failure to obtain the anticipated benefits and cost savings from the acquisition.

· The impact of the additional debt we will incur to finance the acquisition.
The foregoing list sets forth many, but not all, of the factors that could impact our, CareFusion's or the combined company's 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-vi
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OU R COM PAN Y
We are a leading medical technology company that partners with customers and stakeholders to address many of the world's most
pressing and evolving health needs. Our innovative solutions are focused on improving drug delivery, enhancing the diagnosis of infectious
diseases and cancers, supporting the management of diabetes and advancing cellular research. We have nearly 30,000 associates in 50
countries who strive to fulfill our purpose of "Helping all people live healthy lives" by advancing the quality, accessibility, safety and
affordability of healthcare around the world.
We were incorporated under the laws of the State of New Jersey in November 1906, as successor to a New York business started
in 1897. Our executive offices are located at 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, and our telephone number is
(201) 847-6800. Our Internet website is www.bd.com. The information provided on our Internet website is not a part of this prospectus
supplement and, therefore, is not incorporated herein by reference.
RECEN T DEV ELOPM EN T S
Ca re Fusion Ac quisit ion
On October 5, 2014, we entered into the Merger Agreement with CareFusion and Griffin Sub, Inc., a Delaware corporation and our
wholly owned subsidiary ("Merger Corp"). The Merger Agreement provides, among other things, that, upon the terms and subject to the
conditions set forth therein, Merger Corp will merge with and into CareFusion, with CareFusion surviving as our wholly-owned subsidiary
(the "CareFusion Acquisition").
In the CareFusion Acquisition, each outstanding share of common stock, par value $0.01 per share, of CareFusion (other than
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Final Prospectus Supplement
shares, if any, held by us, Merger Corp and CareFusion and the shares with respect to which appraisal rights have been properly
demanded in accordance with the Delaware General Corporation Law) will be converted into the right to receive (i) $49.00 in cash, without
interest (the "Cash Consideration") and (ii) 0.0777 of a share of our common stock, par value $1.00 per share (the "Equity Consideration"
and, together with the Cash Consideration, the "CareFusion Acquisition Consideration"). The total CareFusion Acquisition Consideration will
amount to approximately $12.2 billion, approximately $10.1 billion of which will be in the form of Cash Consideration and approximately $2.1
billion of which will be in the form of Equity Consideration (based on the Company's closing stock price as of October 3, 2014).
The Merger Agreement contains customary representations and warranties that expire at the effective time of the CareFusion
Acquisition, as well as customary covenants, including, subject to certain exceptions or unless approved in writing (such approval not to be
unreasonably withheld, conditioned or delayed), covenants providing for each of the parties and their subsidiaries to conduct its business in
all material respects in the ordinary course consistent with past practice during the period between the execution of the Merger Agreement
and the effective time of the CareFusion Acquisition, and to use reasonable best efforts to obtain required government approvals and
consents, subject to certain exceptions. The Merger Agreement also includes covenants requiring CareFusion (i) not to solicit, initiate,
knowingly encourage, or take any other action designed to facilitate, any inquiry or the making or submission of any inquiry, proposal,
indication of interest, or offer that constitutes, or would reasonably be expected to lead to, a "company acquisition proposal" (as defined in
the Merger Agreement); (ii) not to approve or recommend, or propose to approve or recommend, a company acquisition proposal; (iii) not to
approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, memorandum of understanding,
merger agreement or other agreement, arrangement or understanding relating to a company acquisition

S-1
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proposal (other than a confidentiality agreement in connection with a company acquisition proposal) or a "superior proposal" (as defined in
the Merger Agreement); (iv) not to enter into, continue or otherwise participate in any discussions or negotiations regarding any company
acquisition proposal and (v) to call and hold a special meeting of CareFusion's stockholders and, subject to certain exceptions, recommend
that CareFusion's stockholders adopt the Merger Agreement (the "CareFusion Recommendation").
The Merger Agreement also contains certain termination rights for both us and CareFusion, and provides that, in connection with a
termination of the Merger Agreement under specified circumstances, including a change in the CareFusion Recommendation or a
termination of the Merger Agreement by CareFusion to enter into a definitive agreement for a superior proposal, CareFusion will be
required to pay us a cash termination fee of $367 million.
Completion of the CareFusion Acquisition is subject to customary closing conditions, including, among others, (1) the adoption of the
Merger Agreement by CareFusion's stockholders, (2) declaration of the effectiveness by the SEC of the Registration Statement on Form S-
4 filed with the SEC by us in connection with the registration of the shares of our common stock to be issued in the CareFusion
Acquisition, (3) approval for listing on the New York Stock Exchange of our common stock to be issued in the CareFusion Acquisition,
(4) obtaining antitrust approvals in Europe, (5) expiration of the waiting period in connection with the HartScottRodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), (6) subject to certain exceptions, the accuracy of the representations and
warranties in the Merger Agreement and (7) material compliance with the obligations under the Merger Agreement. The waiting period
under the HSR Act expired on November 19, 2014, satisfying the HSR Act waiting period condition. The CareFusion Acquisition remains
subject to other customary closing conditions.
There can be no assurance that we will be able to consummate the CareFusion Acquisition on a timely basis or at all. See "Risk
Factors--Risks Related to the CareFusion Acquisition." This offering is not contingent on the consummation of the CareFusion Acquisition.
See "Description of Notes--Special Mandatory Redemption."
New Term Loan Facility
On November 26, 2014, we entered into a commitment letter (the "Commitment Letter"), among us, Goldman Sachs Bank USA, J.P.
Morgan Securities LLC and JPMorgan Chase Bank, N.A. providing for an unsecured $1.0 billion principal amount 364-day term loan facility
(the "Term Loan Facility"). The funding of the initial loans under the Term Loan Facility is contingent upon the satisfaction of customary
conditions, including (i) execution and delivery of definitive documentation with respect to the Term Loan Facility in accordance with the
terms set forth in the Commitment Letter and (ii) consummation of the CareFusion Acquisition in accordance with the Merger Agreement.
Borrowings under the Term Loan Facility will have an interest rate equal to either the Eurodollar rate, plus a margin of 100 to 175 basis
points, or a base rate, plus a margin of 0 to 75 basis points. The applicable margin will be determined based the credit ratings of our then-
current long-term senior unsecured, unguaranteed debt securities.
The covenants under the Term Loan Facility will be the same as those in our existing 364-day Bridge Term Loan Agreement, dated
November 14, 2014, by and among the Company, as borrower, Goldman Sachs Bank USA, as administrative agent, and the other lenders
party thereto from time to time (as amended or otherwise modified from time to time prior to the date hereof).
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We intend to use the borrowings under the Term Loan Facility together with the net proceeds from this offering, borrowings under
our commercial paper program and cash on hand to finance the CareFusion Acquisition (collectively the "Acquisition Financing").

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The CareFusion Acquisition, the Acquisition Financing, including this offering, and the application of the net proceeds therefrom as
described in "Use of Proceeds" are collectively referred to herein as the "Transactions."
CAREFU SI ON CORPORAT I ON
The following information about CareFusion has been taken from the periodic reports CareFusion has filed with the SEC.
CareFusion is a global medical technology company offering products and services designed to measurably improve the safety,
quality, efficiency and cost of healthcare. CareFusion offers a comprehensive portfolio of products in the areas of medication management,
infection prevention, operating room and procedural effectiveness, and respiratory care.
Busine ss Se gm e nt s
CareFusion organizes its businesses into two reportable segments: Medical Systems and Procedural Solutions.
The following chart presents the Medical Systems segment's key business lines and core products.

Busine ss Line

Core Produc t s
Infusion Systems
IV medication safety and infusion therapy delivery systems, including infusion pumps, dedicated
disposables, software applications and related patient monitoring equipment (sold primarily under
the Alaris brand)
Dispensing Technologies
Automated dispensing machines and related applications for distributing and managing medication
and medical supplies (sold primarily under the Pyxis and Rowa brands)
Respiratory Technologies
Respiratory ventilation and diagnostics equipment and dedicated consumables used during
respiratory diagnostics and therapy (sold primarily under the AVEA, Vela, LTV and Jaeger brands)
The following chart presents the Procedural Solutions segment's key business lines and core products.

Busine ss Line

Core Produc t s
Infection Prevention
Single-use skin antiseptic (sold under the ChloraPrep brand) and other patient-preparation, hair-
removal and skin-care products and specialty IV infusion valves, administration sets and
accessories, and IV drug preparation and administration products (sold under several brands,
including MaxGuard, MaxPlus, MaxZero, SmartSite and Texium)
Medical Specialties
Surgical instruments (sold under the V. Mueller and Snowden-Pencer brands), interventional
specialty products, such as diagnostic trays and biopsy needles, drainage catheters and vertebral
augmentation products (sold under several brands, including PleurX, Achieve and Temno)
Specialty Disposables
Non-dedicated disposable ventilator circuits and oxygen masks used for providing respiratory
therapy (sold primarily under the AirLife brand) and single-use consumables for respiratory care and
anesthesiology (sold primarily under the Vital Signs brand)

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In addition, the Medical Systems segment includes CareFusion's MedMined business, which offers data mining surveillance software
and analytics tools to help hospitals identify adverse drug events and healthcare associated with infections ("HAIs").
Cust om e rs, Sa le s a nd Dist ribut ion
CareFusion's primary end customers in the United States include hospitals, ambulatory surgical centers, clinics, long-term care
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facilities and physician offices. A substantial portion of its products in the United States are sold to hospitals that are members of a group
purchasing organization ("GPO"), integrated delivery networks ("IDNs"), and through wholesalers and distributors. CareFusion has
purchasing agreements for specified products with a wide range of GPOs in the United States. The scope of products included in these
agreements varies by GPO.
CareFusion's primary customers in markets outside the United States are hospitals and wholesalers, which are served through a
direct sales force and commissioned agents, with a presence in more than 20 countries, and a network of distributors.
CareFusion's capital equipment products generally are delivered from its manufacturing facilities directly to the customer.
CareFusion's disposables and other non-capital equipment products generally are delivered from its manufacturing facilities and from third-
party manufacturers to warehouses and from there, the products are delivered to the customer. CareFusion contracts with a wide range of
transport providers to deliver its products by road, rail, sea and air.
CareFusion owns or has rights to use the trademarks, service marks and trade names that it uses in conjunction with the operation
of its business. Some of the trademarks that CareFusion owns or has rights to use include: CareFusionTM, Alaris®, Guardrails®, Pyxis®,
AVEA®, VELATM, LTV® Series, Jaeger®, Sensor Medics®, ChloraPrep®, V. Mueller®, Snowden-Pencer®, SmartSite®, PyxisConnect®,
Pyxis MedStation®, Pyxis SupplyStation®, Pyxis ProcedureStationTM, Pyxis EcoStationTM, MedMinedTM, EnVe®, MaxPlus®, MaxGuard®
and AirLife TM, which may be registered or trademarked in the United States and other jurisdictions.
CareFusion was incorporated in Delaware on January 14, 2009 for the purpose of holding the clinical and medical products
businesses of Cardinal Health, Inc. in anticipation of spinning off from Cardinal Health. CareFusion completed the spinoff from Cardinal
Health on August 31, 2009. CareFusion's executive offices are located at 3750 Torrey View Court, San Diego, California 92130 and its
telephone number is (858) 617-2000. CareFusion's Internet website is www.carefusion.com. The information provided on CareFusion's
Internet website is not a part of this prospectus supplement and, therefore, is not incorporated herein by reference.

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U SE OF PROCEEDS
We estimate that the net proceeds to us from this offering will be approximately $6.16 billion, after deducting underwriting discounts
and commissions and estimated net offering expenses payable by us. We intend to use the net proceeds of this offering, together with
borrowings under our commercial paper program, borrowings under our Term Loan Facility, and cash on hand, to finance the CareFusion
Acquisition and to pay related fees and expenses. Prior to their application, the net proceeds may be invested in short-term investments.
This offering is not contingent on the consummation of the CareFusion Acquisition.

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RI SK FACT ORS
An investment in our notes involves a number of risks. 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 below and under Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the
fiscal year ended September 30, 2014 which is incorporated by reference herein.
Risk s Re la t e d t o t he Ca re Fusion Ac quisit ion
Completion of the CareFusion Acquisition is subject to conditions and if these conditions are not satisfied or waived, the
CareFusion Acquisition will not be completed.
The obligations of us and CareFusion to complete the CareFusion Acquisition are subject to satisfaction or waiver of a number of
conditions, including adoption of the CareFusion Acquisition by the CareFusion stockholders, the adoption or deemed adoption of approvals
of the CareFusion Acquisition by the European Commission under Council Regulation (EC) No. 139/2004 of 20 January 2004 on the
Control of Concentrations Between Undertakings, as amended, the expiration of the waiting period in connection with the HSR Act, the
effectiveness of our registration statement on Form S-4 with respect to our common stock to be issued in the CareFusion Acquisition,
approval of the listing on the NYSE of our common stock to be issued in the CareFusion Acquisition, and the absence of an injunction
prohibiting the CareFusion Acquisition. Each party's obligation to complete the CareFusion Acquisition is subject to the satisfaction or
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waiver (to the extent permitted under applicable law) of certain other conditions, the accuracy of the representations and warranties of the
other party under the Merger Agreement (subject to the materiality standards set forth in the Merger Agreement), the performance by the
other party of its respective obligations under the Merger Agreement in all material respects and delivery of officer certificates by the other
party certifying satisfaction of the two preceding conditions. The waiting period under the HSR Act expired on November 19, 2014,
satisfying the HSR Act waiting period condition. The CareFusion Acquisition remains subject to the other customary closing conditions.
The failure to satisfy all of the required conditions could delay the completion of the CareFusion Acquisition for a significant period of
time or prevent it from occurring. Any delay in completing the CareFusion Acquisition could cause us not to realize some or all of the
benefits that we expect to achieve if the CareFusion Acquisition is successfully completed within its expected timeframe. There can be no
assurance that the conditions to the closing of the CareFusion Acquisition will be satisfied or waived or that the CareFusion Acquisition will
be completed.
In order to complete the CareFusion Acquisition, we and CareFusion must make certain governmental filings and obtain certain
governmental authorizations, and if such filings and authorizations are not made or granted or are granted with conditions,
completion of the CareFusion Acquisition may be jeopardized or the anticipated benefits of the CareFusion Acquisition could be
reduced.
Although we and CareFusion have agreed in the Merger Agreement to use reasonable best efforts, subject to certain limitations, to
make certain governmental filings and obtain notice of the adoption or deemed adoption of approvals of the CareFusion Acquisition by the
European Commission, there can be no assurance that the European Commission will approve of the CareFusion Acquisition. As a
condition to adoption of approvals of the CareFusion Acquisition, governmental authorities may impose requirements, limitations or costs or
require divestitures or place restrictions on the conduct of our business after completion of the CareFusion Acquisition.

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Under the terms of the Merger Agreement, subject to certain exceptions, we and our subsidiaries are required to accept certain
conditions and take certain actions imposed by governmental authorities that would apply to, or affect, the businesses, assets or properties
of us, our subsidiaries or CareFusion and its subsidiaries. There can be no assurance that regulators will not impose conditions, terms,
obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of (i) delaying completion of the
CareFusion Acquisition, (ii) imposing additional material costs on or materially limiting the revenues of the combined company following the
CareFusion Acquisition, or (iii) otherwise adversely affecting our businesses and results of operations after completion of the CareFusion
Acquisition. In addition, we can provide no assurance that these conditions, terms, obligations or restrictions will not result in the delay or
abandonment of the CareFusion Acquisition.
Combining the two companies may be more difficult, costly or time consuming than expected and the anticipated benefits and
cost savings of the CareFusion Acquisition may not be realized.
CareFusion and we have operated and, until the completion of the CareFusion Acquisition, will continue to operate, independently.
The success of the CareFusion Acquisition, including anticipated benefits and cost savings, will depend, in part, on our ability to
successfully combine and integrate our business with the business of CareFusion. It is possible that the pendency of the CareFusion
Acquisition and/or the integration process could result in the loss of key employees, higher than expected costs, diversion of management
attention of both CareFusion and us, the disruption of either company's ongoing businesses or inconsistencies in standards, controls,
procedures and policies that adversely affect the combined company's ability to maintain relationships with customers, vendors and
employees or to achieve the anticipated benefits and cost savings of the CareFusion Acquisition. As part of the integration process we may
also attempt to divest certain assets of the combined company, which may not be possible on favorable terms, or at all, or if successful,
may change the profile of the combined company. If we experience difficulties with the integration process, the anticipated benefits of the
CareFusion Acquisition may not be realized fully or at all, or may take longer to realize than expected. Management continues to refine its
integration plan. Integration efforts between the two companies will also divert management attention and resources. These integration
matters could have an adverse effect on (i) each of us and CareFusion during this transition period and (ii) the combined company for an
undetermined period after completion of the CareFusion Acquisition. In addition, the actual cost savings of the CareFusion Acquisition could
be less than anticipated.
In connection with the CareFusion Acquisition, we will incur significant additional indebtedness, including the notes offered
hereby, and certain of CareFusion's indebtedness will remain outstanding, which could adversely affect us, including by
decreasing our business flexibility, and will increase our interest expense.
Our consolidated indebtedness as of September 30, 2014 was approximately $4.0 billion. Our pro forma indebtedness as of
September 30, 2014, after giving effect to the Transactions and the anticipated incurrence and extinguishment of indebtedness in
connection therewith, will be as much as $14.0 billion. We will have substantially increased indebtedness following completion of the
CareFusion Acquisition in comparison to our indebtedness on a recent historical basis, which could have the effect of, among other things,
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