Obligation Becton Dickinson & Company 3.875% ( US075887BL20 ) en USD

Becton Dickinson & Company

100 % ▼

Etats-unis

US075887BL20 ( en USD )

3.875% par an ( paiement semestriel )

14/05/2024 - Obligation échue

Prospectus brochure de l'obligation Becton Dickinson US075887BL20 en USD 3.875%, échue

2 000 USD

400 000 000 USD

075887BL2

BBB ( Qualité moyenne inférieure )

Ba1 ( Spéculatif )

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: US075887BL20, CUSIP: 075887BL2), émise aux États-Unis pour un montant total de 400 000 000 USD avec un prix actuel au marché de 100%, un taux d'intérêt de 3,875%, une taille minimale d'achat de 2 000 USD, une maturité fixée au 14/05/2024, une fréquence de paiement semestrielle, et notée BBB par S&P et Ba1 par Moody's, est arrivée à maturité et a été remboursée.

Final Prospectus
424B3 1 d893218d424b3.htm FINAL PROSPECTUS
Table of Contents
File d Pursua nt t o Rule
4 2 4 (b)(3 )
Re gist ra t ion N o. 3 3 3 -2 0 3 0 1 3

PROSPECT U S

Be c t on, Dic k inson a nd Com pa ny
Offe rs t o Ex c ha nge
All Out st a nding N ot e s of t he Se rie s Spe c ifie d Be low
a nd Solic it a t ion of Conse nt s t o Am e nd t he Re la t e d I nde nt ure s
Ea rly Conse nt Da t e : 5 :0 0 p.m ., N e w Y ork Cit y T im e , April 8 , 2 0 1 5 , unle ss e x t e nde d
Ex pira t ion Da t e : 1 1 :5 9 p.m ., N e w Y ork Cit y T im e , April 2 2 , 2 0 1 5 , unle ss e x t e nde d

We are offering to exchange any and all validly tendered and accepted notes of the following series issued by CareFusion
Corporation ("CareFusion") for notes to be issued by us as described in, and for the consideration summarized in, the table below.

Se rie s of N ot e s
I ssue d by
Ca re Fusion t o be
Aggre ga t e
Ex c ha nge d
Se rie s of N ot e s t o
Princ ipa l
(Colle c t ive ly, t he
be I ssue d by U s
Ex c ha nge
Ea rly
Am ount
``Ca re Fusion
(Colle c t ive ly, t he
Conside ra t ion
Pa rt ic ipa t ion
T ot a l
($ m m )

N ot e s")

CU SI P N o.

``BD N ot e s")

(1 )(2 )

Pre m ium (1 )(2 )
Conside ra t ion (1 )(2 )(3 )
BD N ot e s
BD N ot e s
BD N ot e s
(princ ipa l
(princ ipa l
(princ ipa l

a m ount )
Ca sh
a m ount )

a m ount )

Ca sh
$300
1.450% Senior Notes
14170TAL5
1.450% Notes due
$970
$2.50
$30
$1,000
$2.50

due May 15, 2017

May 15, 2017

$700
6.375% Senior Notes
14170TAB7
6.375% Notes due
$970
$2.50
$30
$1,000
$2.50

due August 1, 2019

August 1, 2019

$300
3.300% Senior Notes
14170TAG6
3.300% Notes due
$970
$2.50
$30
$1,000
$2.50
due March 1, 2023
14170TAJ0
March 1, 2023

U14158AD8

$400
3.875% Senior Notes
14170TAM3
3.875% Notes due
$970
$2.50
$30
$1,000
$2.50

due May 15, 2024

May 15, 2024

$300
4.875% Senior Notes
14170TAK7
4.875% Notes due
$970
$2.50
$30
$1,000
$2.50

due May 15, 2044

May 15, 2044

(1)
Consideration per $1,000 principal amount of CareFusion Notes validly tendered, subject to any rounding as described herein.
(2)
The term "BD Notes" in this column refers, in each case, to the series of BD Notes corresponding to the series of CareFusion Notes of like tenor and
coupon.
(3)
Includes the Early Participation Premium for CareFusion Notes validly tendered prior to the Early Consent Date described below and not validly
withdrawn.
I n e x c ha nge for e a c h $ 1 ,0 0 0 princ ipa l a m ount of Ca re Fusion N ot e s t ha t is va lidly t e nde re d prior t o
5 :0 0 p.m ., N e w Y ork Cit y t im e , on April 8 , 2 0 1 5 (t he "Ea rly Conse nt Da t e ") a nd not va lidly w it hdra w n,
holde rs w ill re c e ive t he t ot a l e x c ha nge c onside ra t ion se t out in t he t a ble a bove (t he "T ot a l Conside ra t ion"),
w hic h c onsist s of $ 1 ,0 0 0 princ ipa l a m ount of BD N ot e s a nd a c a sh a m ount of $ 2 .5 0 . T he T ot a l Conside ra t ion
inc lude s t he e a rly pa rt ic ipa t ion pre m ium se t out in t he t a ble a bove (t he "Ea rly Pa rt ic ipa t ion Pre m ium "),
w hic h c onsist s of $ 3 0 princ ipa l a m ount of BD N ot e s. I n e x c ha nge for e a c h $ 1 ,0 0 0 princ ipa l a m ount of
Ca re Fusion N ot e s t ha t is va lidly t e nde re d a ft e r t he Ea rly Conse nt Da t e but prior t o t he Ex pira t ion Da t e (a s
de fine d be low ) a nd not va lidly w it hdra w n, holde rs w ill re c e ive only t he e x c ha nge c onside ra t ion se t out in
t he t a ble a bove (t he "Ex c ha nge Conside ra t ion"), w hic h is e qua l t o t he T ot a l Conside ra t ion le ss t he Ea rly
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Final Prospectus
Pa rt ic ipa t ion Pre m ium a nd so c onsist s of $ 9 7 0 princ ipa l a m ount of BD N ot e s a nd a c a sh
Table of Contents
a m ount of $ 2 .5 0 . Each new BD Note issued in exchange for a CareFusion Note will have an interest rate and maturity that is
identical to the interest rate of the tendered CareFusion Note, as well as identical interest payment dates and redemption provisions
and will accrue interest from and including the most recent interest payment date of the tendered CareFusion Note. The principal
amount of each new BD Note will be rounded down, if necessary, to the nearest whole multiple of $1,000, and we will pay cash
equal to the remaining portion, if any, of the exchange price of such CareFusion Note. T he e x c ha nge offe rs w ill e x pire
im m e dia t e ly follow ing 1 1 :5 9 p.m ., N e w Y ork Cit y t im e , on April 2 2 , 2 0 1 5 , unle ss e x t e nde d (t he "Ex pira t ion
Da t e "). You may withdraw tendered CareFusion Notes at any time prior to the Expiration Date. As of the date of this prospectus,
there was $2,000,000,000 aggregate principal amount of outstanding CareFusion Notes.
Concurrently with the exchange offers, we are also soliciting consents from each holder of the CareFusion Notes, on behalf
of CareFusion and upon the terms and conditions set forth in this prospectus and the related letter of transmittal and consent, to
certain proposed amendments (the "proposed amendments") to each series of CareFusion Notes governed by, as applicable:

· the First Supplemental Indenture, dated as of July 21, 2009 (the "First Supplemental Indenture"), between CareFusion and
Deutsche Bank Trust Company Americas, as trustee (the "CareFusion Trustee"), to the indenture, dated as of July 21,

2009, between CareFusion and the CareFusion Trustee (the "CareFusion Base Indenture" and, as supplemented by the
First Supplemental Indenture, the "2009 CareFusion Indenture"), with respect to the 6.375% Senior Notes due 2019;

· the Second Supplemental Indenture, dated as of March 11, 2013 (the "Second Supplemental Indenture"), between

CareFusion and the CareFusion Trustee, to the CareFusion Base Indenture (as supplemented by the Second
Supplemental Indenture, the "2013 CareFusion Indenture"), with respect to the 3.300% Senior Notes due 2023; or

· the Third Supplemental Indenture, dated as of May 22, 2014 (the "Third Supplemental Indenture"), between CareFusion
and the CareFusion Trustee, to the CareFusion Base Indenture (as supplemented by the Third Supplemental Indenture,

the "2014 CareFusion Indenture"), with respect to each of the 1.450% Senior Notes due 2017, the 3.875% Senior Notes
due 2024 and the 4.875% Senior Notes due 2044.
The 2009 CareFusion Indenture, 2013 CareFusion Indenture and the 2014 CareFusion Indenture are referred to collectively
as the "CareFusion Indentures."
You may not consent to the proposed amendments to the relevant CareFusion Indenture without tendering your CareFusion
Notes in the appropriate exchange offer and you may not tender your CareFusion Notes for exchange without consenting to the
applicable proposed amendments. By tendering your CareFusion notes for exchange, you will be deemed to have validly delivered
your consent to the proposed amendments to the applicable CareFusion Indenture under which those notes were issued with
respect to that specific series, as further described under "The Proposed Amendments." You may revoke your consent at any time
prior to the Expiration Date by withdrawing the CareFusion Notes you have tendered.
T he c onsum m a t ion of t he e x c ha nge offe rs is subje c t t o, a nd c ondit iona l upon, t he sa t isfa c t ion or
w a ive r of t he c ondit ions disc usse d unde r "T he Ex c ha nge Offe rs a nd Conse nt Solic it a t ions--Condit ions t o
t he Ex c ha nge Offe rs a nd Conse nt Solic it a t ions," inc luding, a m ong ot he r t hings, t he re c e ipt of va lid
c onse nt s t o t he propose d a m e ndm e nt s from t he holde rs of a t le a st a m a jorit y of t he out st a nding a ggre ga t e
princ ipa l a m ount of e a c h se rie s of Ca re Fusion N ot e s (t he "Re quisit e Conse nt s"). We m a y, a t our opt ion a nd
in our sole disc re t ion, w a ive a ny suc h c ondit ions.
We plan to issue the new BD Notes promptly on or about the second business day following the Expiration Date (the
"Settlement Date"). The CareFusion Notes are not, and the BD Notes will not be, listed on any securities exchange.

Table of Contents
This investment involves risks. Prior to participating in any of the exchange offers and consenting to the proposed
amendments, please see the section entitled "Risk Factors" beginning on page 16 of this prospectus for a discussion of the risks
that you should consider in connection with your investment in the BD Notes.

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d
or disa pprove d of t he se se c urit ie s or de t e rm ine d if t his prospe c t us is t rut hful or c om ple t e . Any
re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .

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Final Prospectus

None of BD, CareFusion, the exchange agent, the information agent, the CareFusion Trustee, the trustee under the
indentures governing the BD Notes or the dealer managers makes any recommendation as to whether holders of CareFusion
Notes should exchange their notes in the exchange offers or deliver consents to the proposed amendments to the CareFusion
Indentures.
The dealer managers for the exchange offers and solicitation agents for consent solicitations are:

Goldm a n, Sa c hs & Co.
J .P. M orga n

The date of this prospectus is April 22, 2015
Table of Contents
TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

ii
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

ii
WHERE YOU CAN FIND MORE INFORMATION

v
SUMMARY

1
RISK FACTORS
16
RATIO OF EARNINGS TO FIXED CHARGES
41
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
42
USE OF PROCEEDS
51
CAPITALIZATION
52
THE EXCHANGE OFFERS AND CONSENT SOLICITATIONS
53
DESCRIPTION OF THE DIFFERENCES BETWEEN THE BD NOTES AND THE CAREFUSION NOTES
64
THE PROPOSED AMENDMENTS
83
DESCRIPTION OF NEW BD NOTES
85
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
98
EXPERTS
105

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ABOU T T H I S PROSPECT U S
As used in this prospectus, unless otherwise specified or unless the context otherwise requires, the terms "BD," "Company,"
"we," "us," and "our" refer to Becton, Dickinson and Company and its consolidated subsidiaries.
The information contained in this prospectus is not complete and may be changed. 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. You
must not rely on any unauthorized information or representations. This prospectus constitutes an offer to sell only the BD 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 this prospectus is current only as of the respective dates of such documents. We are not making an
offer of any securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this
prospectus, any prospectus supplement or any document incorporated by reference is accurate as of any date other than the date
of the document in which such information is contained or such other date referred to in such document, regardless of the time of
any sale or issuance of a security.
This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission ("SEC"
or the "Commission"). You should read this prospectus and any prospectus supplement together with the registration statement,
the exhibits thereto and the additional information described under the heading "Where You Can Find More Information."
I N FORM AT I ON REGARDI N G FORWARD-LOOK I N G ST AT EM EN T S
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Final Prospectus
This prospectus, any prospectus supplement or any document incorporated by reference may contain forward-looking
statements. 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.
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 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 company to differ from our current
expectations.

· Weakness in the global economy and financial markets, and the potential adverse effect on the cost of operating our

business, the demand for our products and services, the 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.

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· 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 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 products,
increased pricing pressures or otherwise adversely affect our 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. 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 ability to penetrate emerging markets, which depends on local 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 and distribution networks. Our 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.

· Security breaches of our computer and communications systems, including computer viruses, "hacking" and "cyber-

attacks," which could impair our ability to conduct business, or result in the loss of trade secrets or otherwise compromise
sensitive information of the Company or of our 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.

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· 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 revenues, expenses, margins and credit ratings.

· New or changing laws, regulations and agency determinations affecting our 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 to re-register products already on the market or otherwise impact our
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 costs of operations or necessitate changes in our
manufacturing plants or processes or those of our suppliers, or result in liability to us.

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· Product efficacy or safety concerns regarding our 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 operations, including new product introductions (for example, new forms
of drug delivery) by our current and 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 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 (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 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 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 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, including antitrust claims, product liability claims,

environmental claims and patent infringement claims, and the availability or collectability of insurance relating to any such
claims.

· The effect of adverse media exposure or other publicity regarding our business or operations, including the effect on our

reputation or demand for our products.

· The effect of market fluctuations on the value of assets in our pension plans and on actuarial, interest rate and asset

return assumptions, which could require us 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-
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Final Prospectus

process research and development assets and our ability to successfully integrate any business we have acquired
(including CareFusion) and may acquire in the future.

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· Our ability to obtain the anticipated benefits of and cost savings from our acquisition of CareFusion and any 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).
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.
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 forms 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, 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 until
the termination of the offering under this prospectus:
(a) Annual report on Form 10-K for the fiscal year ended September 30, 2014 (other than Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and Item 8, "Financial Statements and
Supplementary Data" thereto, which have been superseded by our Current Report on Form 8-K filed with the SEC on
March 13, 2015);
(b) The portions of our Proxy Statement on Schedule 14A for our 2015 annual meeting of stockholders filed with the
SEC on December 18, 2014 that are incorporated by reference into our Annual Report on Form 10-K for the fiscal year
ended September 30, 2014;
(c) Quarterly report on Form 10-Q for the quarterly period ended December 31, 2014; and
(d) 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, December 4, 2014, December 9, 2014, December 15, 2014, December 19,
2014, December 22, 2014, January 5, 2015, January 6, 2015, January 28, 2015, March 13, 2015 and March 17, 2015.
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 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 and, therefore, is not incorporated herein by reference.

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Final Prospectus
SU M M ARY
This summary highlights some of the information in this prospectus. It may not contain all of the information that is
important to you. To understand the exchange offers and consent solicitations fully, you should carefully read this prospectus
and the documents we incorporate by reference. Please also read "Where You Can Find More Information." We have included
references to other portions of this prospectus to direct you to a more complete description of the topics presented in this
summary. You should also read "Risk Factors" in this prospectus as well as Item 1A "Risk Factors" incorporated by reference
into this prospectus from our most recent Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q, for
more information about important risks that you should consider before making an investment decision in any of the exchange
offers and consent solicitations.
Unless otherwise indicated or the context requires, pro forma financial information presented in this prospectus give
effect to (i) the completion of the acquisition of CareFusion and the transactions related thereto and (ii) the consummation of
the exchange offers with respect to all of the CareFusion Notes as of, and for, the periods indicated.
Our Com pa ny
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 medication management
and patient safety; supporting infection prevention practices; equipping surgical and interventional procedures; improving drug
delivery; aiding anesthesiology and respiratory care; advancing cellular research and applications; enhancing the diagnosis of
infectious diseases and cancers; and supporting the management of diabetes. We have nearly 45,000 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 and, therefore, is not incorporated herein by reference.

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Que st ions a nd Answ e rs a bout t he Ex c ha nge Offe rs a nd Conse nt Solic it a t ions

Q:
Why is BD m a k ing t he e x c ha nge offe rs a nd c onse nt solic it a t ions ?

A:
BD is conducting the exchange offers to simplify its capital structure, to give existing holders of CareFusion Notes
the option to obtain securities issued by the BD parent entity and to centralize its reporting obligations under the
combined company's various debt instruments. BD is conducting the consent solicitations to eliminate substantially

all of the restrictive covenants in the CareFusion Indentures, as well as to eliminate cross-default under
CareFusion's other indebtedness as an event of default and to permit the public filings of BD to satisfy the
reporting obligations under the CareFusion Indentures. Completion of the exchange offers and consent
solicitations is expected to ease administration of the combined company's indebtedness.

Q:
Wha t w ill I re c e ive if I t e nde r m y Ca re Fusion N ot e s in t he e x c ha nge offe rs a nd c onse nt
solic it a t ions ?

A:
Subject to the conditions described in this prospectus, for each CareFusion Note that is validly tendered prior to
11:59 p.m., New York City time, on April 22, 2015 (the "Expiration Date"), and not validly withdrawn, you will be
eligible to receive a BD Note of the applicable series (as designated in the table below), which will accrue interest
at the same annual interest rate, have the same interest payment dates, same redemption terms and same
maturity date as the CareFusion Note for which it was exchanged. Specifically, (i) in exchange for each $1,000
principal amount of CareFusion Notes that is validly tendered prior to 5:00 p.m., New York City time, on April 8,

2015 (the "Early Consent Date"), and not validly withdrawn, holders will receive the Total Consideration, which
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consists of $1,000 principal amount of BD Notes and a cash amount of $2.50, and includes the Early Participation
Premium, which consists of $30 principal amount of BD Notes, and (ii) in exchange for each $1,000 principal
amount of CareFusion Notes that is validly tendered after the Early Consent Date but prior to the Expiration Date,
and not validly withdrawn, holders will receive only the Exchange Consideration, which consists of $970 principal
amount of BD Notes and a cash amount of $2.50.
The BD Notes will be issued under and governed by the terms of the BD Indenture described under "The
Exchange Offers and Consent Solicitations." The BD Notes will be issued only in denominations of $1,000 and
whole multiples of $1,000. See "Description of New BD Notes--General." If BD would be required to issue a BD
Note in a denomination other than $1,000 or a whole multiple of $1,000, BD will, in lieu of such issuance:

· issue a BD Note in a principal amount that has been rounded down to the nearest lesser whole multiple of

$1,000; and

· pay a cash amount equal to:

· the difference between (i) the principal amount of the BD Notes to which the tendering holder would

otherwise be entitled and (ii) the principal amount of the BD Note actually issued in accordance with this
paragraph; plus

· accrued and unpaid interest on the principal amount representing such difference to the Settlement

Date.
Except as otherwise set forth above, instead of receiving a payment for accrued interest on CareFusion Notes that
you exchange, the BD Notes you receive in exchange for those CareFusion Notes will accrue interest from (and
including) the most recent interest payment date on those CareFusion Notes. No accrued but unpaid interest will
be paid with respect to CareFusion Notes tendered for exchange.

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You may not consent to the proposed amendments to the relevant CareFusion Indenture without tendering your
CareFusion Notes in the appropriate exchange offer and you may not tender your CareFusion Notes for exchange
without consenting to the applicable proposed amendments. By tendering your CareFusion notes for exchange,
you will be deemed to have validly delivered your consent to the proposed amendments to the applicable
CareFusion Indenture under which those notes were issued with respect to that specific series, as further
described under "The Proposed Amendments." You may revoke your consent at any time prior to the Expiration
Date by withdrawing the CareFusion Notes you have tendered.

Se rie s of N ot e s I ssue d by Ca re Fusion t o be
Se rie s of N ot e s t o be I ssue d by BD
(c olle c t ive ly, t he "BD
Ex c ha nge d (c olle c t ive ly, t he "Ca re Fusion N ot e s")
N ot e s")
1.450% Senior Notes due May 15, 2017

1.450% Notes due May 15, 2017
6.375% Senior Notes due August 1, 2019

6.375% Notes due August 1, 2019
3.300% Senior Notes due March 1, 2023

3.300% Notes due March 1, 2023
3.875% Senior Notes due May 15, 2024

3.875% Notes due May 15, 2024
4.875% Senior Notes due May 15, 2044

4.875% Notes due May 15, 2044

Q:
Wha t a re t he propose d a m e ndm e nt s?

A:
The proposed amendments will (1) eliminate substantially all of the restrictive covenants in the CareFusion
Indentures, (2) eliminate the cross-default under CareFusion's indebtedness as an event of default under the

CareFusion Indentures and (3) permit BD's filing of its periodic reports under the Exchange Act to satisfy the
reporting covenant (except as required by the Trust Indenture Act).
If the Requisite Consents with respect to all series of CareFusion Notes under the applicable CareFusion
Indenture have been received prior to the Expiration Date, assuming all other conditions of the exchange offers
and consent solicitations are satisfied or waived, as applicable, all of the sections or provisions listed below under
the CareFusion Indenture for that series of CareFusion Notes will be deleted (or modified as indicated):
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· Section 3.7 of the CareFusion Base Indenture--Reports by the Issuer (modified to permit BD's public filings

under the Exchange Act to satisfy this covenant)

· Section 3.9 of the CareFusion Base Indenture--Limitation on Liens

· Section 3.10 of the CareFusion Base Indenture--Limitation on Sale and Lease-Back

· Section 4.1 of the First Supplemental Indenture, Second Supplemental Indenture and Third Supplemental

Indenture--Change of Control

· Section 8.1 of the CareFusion Base Indenture--Issuer May Consolidate, etc. on Certain Terms
In addition, clause (d) (cross-default of other indebtedness) of Section 4.1 (Events of Default) would be deleted.
Conforming Changes, etc. The proposed amendments would amend the CareFusion Indentures to make certain
conforming or other changes to the CareFusion Indentures, including modification or deletion of certain definitions
and cross-references.
The elimination or modification of the restrictive covenants contemplated by the proposed amendments would,
among other things, permit CareFusion and its subsidiaries to take

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actions that could be adverse to the interests of the holders of the outstanding CareFusion Notes. See
"Description of the Differences Between the BD Notes and the CareFusion Notes," "The Exchange Offers and
Consent Solicitations," "The Proposed Amendments" and "Description of New BD Notes."

Q:
Wha t a re t he c onse que nc e s of not pa rt ic ipa t ing in t he e x c ha nge offe rs a nd c onse nt solic it a t ions
prior t o t he Ea rly Conse nt Da t e ?

A:
Holders that fail to tender their CareFusion Notes (and thereby failed to deliver valid and unrevoked consents) prior
to the Early Consent Date but who do so prior to the Expiration Date and do not validly withdraw their CareFusion

Notes before the Expiration Date will receive the Exchange Consideration, which consists of $970 principal amount
of BD Notes and a cash amount of $2.50, but not the Early Participation Premium, which would consist of an
additional $30 principal amount of BD Notes.

Q:
Wha t a re t he c onse que nc e s of not pa rt ic ipa t ing in t he e x c ha nge offe rs a nd c onse nt solic it a t ions a t
a ll ?

A:
If you do not exchange your CareFusion Notes for BD Notes in the exchange offers, you will not receive the
benefit of having the BD parent entity as the primary obligor of your notes. In addition, if the proposed
amendments to the CareFusion Indentures have been adopted, the amendments will apply to all CareFusion
Notes that are not acquired in the exchange offers, even though the holders of those CareFusion Notes did not
consent to the proposed amendments. Thereafter, all such CareFusion Notes will be governed by the relevant

CareFusion Indenture as amended by the proposed amendments, which will have less restrictive terms and afford
reduced protections to the holders of those securities compared to those currently in the CareFusion Indentures or
those applicable to the BD Notes. In particular, holders of the CareFusion Notes under the amended CareFusion
Indentures will no longer receive annual, quarterly and other reports from CareFusion, and will no longer be
entitled to the benefits of various covenants, one event of default provision and other provisions.
In addition, it is expected that certain credit ratings on the CareFusion Notes that remain outstanding will be
withdrawn upon the completion of the exchange offers. The trading market for any remaining CareFusion Notes
may also be more limited than it is at present, and the smaller outstanding principal amount may make the trading
price of the CareFusion Notes that are not tendered and accepted more volatile. Consequently, the liquidity,
market value and price volatility of CareFusion Notes that remain outstanding may be materially and adversely
affected. Therefore, if your CareFusion Notes are not tendered and accepted in the applicable exchange offer, it
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may become more difficult for you to sell or transfer your unexchanged CareFusion Notes.
See "Risk Factors--Risks Related to the Exchange Offers and the Consent Solicitations--The proposed
amendments to the CareFusion Indentures will afford reduced protection to remaining holders of CareFusion
Notes."

Q:
H ow do t he Ca re Fusion N ot e s diffe r from t he BD N ot e s t o be issue d in t he e x c ha nge offe rs ?

A:
The CareFusion Notes are the obligations solely of CareFusion and are governed by the relevant CareFusion

Indenture. The BD Notes will be the obligations solely of BD and will be

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governed by the BD Indenture. The CareFusion Indentures and the BD Indenture are substantially similar, but

differ in certain respects, including as follows:

· The current provisions of the CareFusion Indentures that (1) require the repurchase of CareFusion Notes upon

certain changes of control and (2) limit the ability of CareFusion and its subsidiaries to incur liens or engage in
sale and leaseback transactions are different than the corresponding provisions of the BD Indenture.

· The CareFusion Indentures provide a 90-day cure period for a default arising from CareFusion's failure to
comply with the covenants and agreements in the CareFusion Indentures (other than those covenants and

agreements with respect to the payment of principal, premium, if any, and interest), whereas the BD Indenture
provides a 60-day cure period.

· The CareFusion Indentures contain an event of default that is not contained in the BD Indenture that applies if
CareFusion or any of its consolidated subsidiaries defaults in the payment of any principal on any other

outstanding indebtedness in an aggregate principal amount in excess of $100.0 million or defaults on such
indebtedness and the effect of such default is to cause such indebtedness to become due prior to its stated
maturity.

Q:
Wha t is t he ra nk ing of t he BD N ot e s?

A:
The BD Notes will be senior unsecured obligations of BD, will rank equally in right of payment with all other
existing and future senior indebtedness of BD and will be effectively subordinated in right of payment to all of our

existing and future secured indebtedness (to the extent of the value of the collateral securing such indebtedness).
At December 31, 2014, BD had approximately $10,140 million in indebtedness that would have been pari passu
with the BD Notes and approximately $9,940 million of senior unsecured indebtedness.
The BD Notes offered will also be structurally subordinated to all obligations of our subsidiaries with respect to the
assets of such subsidiaries (including CareFusion and its subsidiaries), other than any subsidiaries that may
guarantee the BD Notes in the future. As of December 31, 2014, we and our consolidated subsidiaries had
approximately $10,188 million principal amount of indebtedness and CareFusion had approximately $2,012 million
principal amount of indebtedness (including $2,000 million proposed to be exchanged for the BD Notes). See "Risk
Factors--Risks Related to the BD Notes--The notes will be effectively junior to all of our existing and future
secured debt, to the existing and future secured debt of our subsidiaries, including CareFusion, and to the existing
and future obligations of our subsidiaries, including CareFusion" and "Description of New BD Notes-- Ranking."

Q:
Wha t c onse nt s a re re quire d t o e ffe c t t he propose d a m e ndm e nt s t o t he Ca re Fusion I nde nt ure s a nd
c onsum m a t e t he e x c ha nge offe rs ?

A:
Each CareFusion Indenture may be amended so that such amendments affect only a particular series of
CareFusion Notes or so that such amendments affect all notes issued under that CareFusion Indenture. In order
for the proposed amendments to a CareFusion Indenture to be adopted with respect to a series of CareFusion

Notes, holders of not less than a majority in aggregate principal amount of the outstanding CareFusion Notes of
the series affected by the proposed amendments must consent to them, and those consents must be received
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Document Outline

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