Bond Becton Dickinson & Company 2.823% ( US075887CJ64 ) in USD

Becton Dickinson & Company

100 % ▲

United States

US075887CJ64 ( in USD )

2.823% per year ( payment 2 times a year)

20/05/2030

Prospectus brochure of the bond Becton Dickinson US075887CJ64 en USD 2.823%, maturity 20/05/2030

1 000 USD

750 000 000 USD

075887CJ6

BBB ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

20/11/2025 ( In 28 days )

Becton, Dickinson and Company (BD) is a leading global medical technology company that manufactures and sells medical supplies, devices, and diagnostic systems.

The Bond issued by Becton Dickinson & Company ( United States ) , in USD, with the ISIN code US075887CJ64, pays a coupon of 2.823% per year.
The coupons are paid 2 times per year and the Bond maturity is 20/05/2030

The Bond issued by Becton Dickinson & Company ( United States ) , in USD, with the ISIN code US075887CJ64, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Becton Dickinson & Company ( United States ) , in USD, with the ISIN code US075887CJ64, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2 1 nt10011786x4_424b2.htm 424B2
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-224464
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Securities
? ?
Amount To be
? ?
Offering Price
? ?
Aggregate Offering ? ?
Amount Of
To Be Registered
Registered
Per Unit
Price
Registration Fee(1)
2.823% Notes due May 20, 2030
? ?
$ 750,000,000 ? ?
100 %
? ?
$ 750,000,000 ? ?
$ 97,350
3.794% Notes due May 20, 2050
? ?
$ 750,000,000 ? ?
100 %
? ?
$ 750,000,000 ? ?
$ 97,350
Total
? ?
? ?

? ?
$ 1,500,000,000 ? ?
$ 194,700
(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
TABLE OF CONTENTS
Prospectus Supplement to Prospectus dated May 17, 2019
$1,500,000,000
?
Becton, Dickinson and Company
$750,000,000 2.823% Notes due 2030
$750,000,000 3.794% Notes due 2050
We are offering $750,000,000 aggregate principal amount of 2.823% Notes due 2030 (the "2030 notes") and $750,000,000
aggregate principal amount of 3.794% Notes due 2050 (the "2050 notes" and, together with the 2030 notes, the "notes"). Interest on
the notes will be payable in cash semi-annually in arrears on May 20 and November 20 of each year, beginning November 20, 2020.
The 2030 notes will mature on May 20, 2030 and the 2050 notes will mature on May 20, 2050.
We may, at our option, redeem the notes of each series, in whole or in part, at any time and from time to time, at the redemption
prices described in this prospectus supplement. See "Description of Notes--Optional Redemption." In addition, if a change of control
triggering event occurs in respect of a series of notes as described in this prospectus supplement under the heading "Description of
Notes--Offer to Repurchase Upon Change of Control Triggering Event," unless we have exercised our right to redeem such notes as
described under "Description of Notes--Optional Redemption" we will be required to offer to purchase such notes from the holders.
We expect to use the net proceeds of this offering of the notes, together with cash on hand, to repay the entire $1.0 billion
aggregate principal amount outstanding of our 2.404% Notes due 2020 at maturity and to fund a partial redemption of $500 million of
our 3.250% Notes due 2020, and to pay accrued interest, related premiums, fees and expenses in connection therewith. See "Use of
Proceeds."
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other senior
unsecured indebtedness.
The notes will not be listed on any securities exchange.
Investing in the notes involves risks that are described in the "Risk Factors" section of this prospectus supplement beginning
on page S-7 and in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are incorporated by reference
into this prospectus supplement (as such risk factors may be updated from time to time in our public filings).
Neither the Securities and Exchange Commission (the "SEC") nor any other regulatory body has approved or
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disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the related
prospectus. Any representation to the contrary is a criminal offense.
Proceeds, before expenses,

?
?
Initial public offering price
?
?
(1)
Underwriting discounts
?
?
to Becton, Dickinson

?
?
Per Note ? ?
Total
?
?
Per Note ? ?
Total
?
?
Per Note ? ?
Total
2030 Notes
?
?
100.000%? ? $ ?750,000,000? ?
0.650%? ? $ ?4,875,000? ? 99.350%? ? $ ?745,125,000
2050 Notes
?
?
100.000%? ? $ 750,000,000 ? ?
0.875%? ? $ 6,562,500 ? ? 99.125%? ? $ 743,437,500
Total
?
?

?
?
$1,500,000,000 ? ?
?
?
$11,437,500 ? ?
?
?
$1,488,562,500
(1)
Plus accrued interest from May 20, 2020, if settlement occurs after that date.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust
Company ("DTC"), including its participants Clearstream Banking S.A. ("Clearstream") and Euroclear Bank SA/NV ("Euroclear"),
against payment in New York, New York on or about May 20, 2020.
Joint Book-Running Managers
Barclays
?
?
Citigroup
?
?
Morgan Stanley
MUFG
?
?
Scotiabank
?
?
Wells Fargo Securities
Co-Managers
PNC Capital Markets LLC
?
?
US Bancorp
The date of this prospectus supplement is May 11, 2020
TABLE OF CONTENTS
TABLE OF CONTENTS
Prospectus Supplement

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?
Page
ABOUT THIS PROSPECTUS SUPPLEMENT
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?
S-iii
WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE
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?
S-iv
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
?
?
S-iv
SUMMARY
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?
S-1
RISK FACTORS
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?
S-7
USE OF PROCEEDS
?
?
S-11
CAPITALIZATION
?
?
S-12
DESCRIPTION OF NOTES
?
?
S-13
BOOK-ENTRY; DELIVERY AND FORM
?
?
S-18
U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS
?
?
S-20
UNDERWRITING
?
?
S-22
LEGAL MATTERS
?
?
S-27
EXPERTS
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?
S-27
Prospectus

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Page
BECTON, DICKINSON AND COMPANY
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1
BECTON DICKINSON EURO FINANCE S.À R.L.
?
?
1
WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE
?
?
1
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?
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SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
2
RISK FACTORS
?
?
3
USE OF PROCEEDS
?
?
3
DESCRIPTION OF SECURITIES
?
?
3
DESCRIPTION OF CAPITAL STOCK OF BECTON, DICKINSON AND COMPANY
?
?
4
DESCRIPTION OF DEPOSITARY SHARES OF BECTON, DICKINSON AND COMPANY
?
?
7
DESCRIPTION OF DEBT SECURITIES OF BECTON, DICKINSON AND COMPANY
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8
DESCRIPTION OF WARRANTS OF BECTON, DICKINSON AND COMPANY
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15
DESCRIPTION OF PURCHASE CONTRACTS OF BECTON, DICKINSON AND COMPANY
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?
16
DESCRIPTION OF UNITS OF BECTON, DICKINSON AND COMPANY
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17
DESCRIPTION OF DEBT SECURITIES OF BECTON DICKINSON EURO FINANCE S.À R.L.
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18
FORMS OF SECURITIES
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26
PLAN OF DISTRIBUTION
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28
VALIDITY OF SECURITIES
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EXPERTS
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S-ii
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Neither we nor the underwriters have authorized any other person to give any information not contained in or
incorporated by reference into this prospectus supplement or the accompanying prospectus or in any free writing
prospectus relating to this offering prepared by or on behalf of us or to which we have referred you. We and the
underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that
others may give you. This prospectus supplement and the accompanying prospectus and any free writing prospectus
relating to this offering prepared by or on behalf of us or to which we have referred you 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 this prospectus supplement and the accompanying prospectus and in any
free writing prospectus relating to this offering prepared by or on behalf of us or to which we have referred you is
current only as of the respective dates of such documents. Our business, financial condition, results of operations and
prospects may have changed since those dates.
It is expected that delivery of the notes will be made against payment therefor on or about May 20, 2020, which is
the seventh business day following the date of the pricing of the notes. Under Rule 15c6-1 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), trades in the secondary market generally are required to
settle in two business days unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who
wish to trade the notes prior to the second business day preceding the settlement date will be required, by virtue of the
fact that the notes initially will settle in T + 7, to specify an alternative settlement cycle at the time of any such trade to
prevent failed settlement and should consult their own advisors.
ABOUT THIS PROSPECTUS SUPPLEMENT
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 and Incorporation by Reference." 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.
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
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subsidiaries.
References herein to "$" and "dollars" are to the lawful currency of the United States. The financial information
presented or incorporated by reference in this prospectus supplement and the accompanying prospectus has been
prepared in accordance with Generally Accepted Accounting Principles in the United States ("GAAP").
S-iii
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WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE
We file annual, quarterly and current reports, proxy statements and other information with the SEC. 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 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) our Annual Report on Form 10-K for the fiscal year ended September 30, 2019;
(b) our Quarterly Reports on Form 10-Q for the quarters ended December 31, 2019 and March 31, 2020;
(c) the portions of our Proxy Statement on Schedule 14A for our 2020 annual meeting of stockholders filed with
the SEC on December 16, 2019 that are incorporated by reference into our Annual Report on Form 10-K for
the fiscal year ended September 30, 2019; and
(d) our Current Reports on Form 8-K filed with the SEC on October 23, 2019, October 28, 2019, January 31,
2020, March 23, 2020, and April 2, 2020.
You may request a copy of our filings, at no cost, by writing or telephoning the Office of the Corporate Secretary
of 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 is not part of this prospectus supplement and,
therefore, is not incorporated herein by reference.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein
and 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," "may," "anticipate," "estimate" and other words of similar meaning in conjunction with, among other
things, discussions of future operations and financial performance (including volume growth, pricing, sales and
earnings per share growth, and cash flows) and statements regarding our strategy for growth, future product
development, regulatory approvals, competitive position and expenditures. All statements that address our future
operating performance or events or developments that we expect or anticipate will occur in the future are forward-
looking statements.
Forward-looking statements are, and will be, based on management's then-current views and assumptions
regarding future events, developments and operating performance, and speak only as of their dates. Investors should
realize that if underlying assumptions prove inaccurate, or 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 our actual results to differ from our expectations in any
forward-looking statements. For further discussion of certain of these factors, see "Risk Factors" in this prospectus
supplement and in our latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in our future filings
with the SEC. See "Where You Can Find More Information and Incorporation by Reference."
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·
Any negative impact of the COVID-19 pandemic on our business, including, without limitation, decreases in
the demand for our products or disruptions to our operations and our supply chain;
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·
The current weakness in the global economy and financial markets, which could increase the cost of
operating our business, weaken demand for our products and services, negatively impact the prices we can
charge for our products and services, or impair our ability to produce our products;
·
Competitive factors that could adversely affect our operations, including new product introductions and
technologies (for example, new forms of drug delivery) by our current or future competitors, consolidation or
strategic alliances among healthcare companies, distributors and/or payers of healthcare to improve their
competitive position or develop new models for the delivery of healthcare, increased pricing pressure due to
the impact of low-cost manufacturers, patents attained by competitors (particularly as patents on our products
expire), new entrants into our markets and changes in the practice of medicine;
·
Risks relating to our acquisition of C. R. Bard, Inc., a New Jersey corporation ("Bard"), including our ability
to successfully combine and integrate the Bard operations in order to obtain the anticipated benefits and
costs savings from the transaction, and the significant additional indebtedness we incurred in connection
with the financing of the acquisition and the impact it may have on our ability to operate the combined
company;
·
The adverse financial impact resulting from unfavorable changes in foreign currency exchange rates;
·
Regional, national and foreign economic factors, including inflation, deflation, and fluctuations in interest
rates, and their potential effect on our operating performance;
·
Our ability to achieve our projected level or mix of product sales, as our earnings forecasts are based on
projected sales volumes and pricing of many product types, some of which are more profitable than others;
·
Changes in reimbursement practices of governments or third-party payers, or adverse decisions relating to
our products by such payers, which could reduce demand for our products or the price we can charge for
such products;
·
Cost containment efforts in the U.S. or in other countries in which we do business, such as alternative
payment reform and increased use of competitive bidding and tenders, including, without limitation, any
expansion of the volume-based procurement process in China;
·
Changes in the domestic and foreign healthcare industry or in medical practices that result in a reduction in
procedures using our products or increased pricing pressures, including the continued consolidation among
healthcare providers;
·
The impact of changes in U.S. federal laws and policy that could affect fiscal and tax policies, healthcare,
and international trade, including import and export regulation and international trade agreements. In
particular, tariffs or other trade barriers imposed by the U.S. or other countries could adversely impact our
supply chain costs or otherwise adversely impact our results of operations;
·
Increases in operating costs, including fluctuations in the cost and availability of oil-based resins and other
raw materials, as well as certain components, used in our products, 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;
·
Security breaches of our information technology systems or our products, which could impair our ability to
conduct business, result in the loss of our trade secrets or otherwise compromise sensitive information of us
or our customers, suppliers and other business partners, or of customers' patients, or result in product
efficacy or safety concerns for certain of our products, and result in actions by regulatory bodies or civil
litigation;
·
Difficulties inherent in product development, including the potential inability to successfully continue
technological innovation, successfully 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
S-v
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TABLE OF CONTENTS
property rights, all of which can preclude or delay commercialization of a product. Delays in obtaining
necessary approvals or clearances from United States Food and Drug Administration ("FDA") or other
regulatory agencies or changes in the regulatory process may also delay product launches and increase
development costs;
·
The impact of business combinations or divestitures, including any volatility in earnings relating to
acquisition-related costs, and our ability to successfully integrate any business we may acquire;
·
Our ability to penetrate or expand our operations in emerging markets, which depends on local economic
and political conditions, and how well we are able to make necessary infrastructure enhancements to
production facilities and distribution networks;
·
Conditions in international markets, including social and political conditions, civil unrest, terrorist activity,
governmental changes, restrictions on the ability to transfer capital across borders, tariffs and other
protectionist measures, difficulties in protecting and enforcing our intellectual property rights and
governmental expropriation of assets. This includes the possible impact of the United Kingdom's exit from
the European Union ("EU"), which has created uncertainties affecting our business operations in the United
Kingdom and the EU, and possibly other countries. Our international operations also increase our
compliance risks, including risks under the Foreign Corrupt Practices Act and other anti-corruption laws, as
well as regulatory and privacy laws;
·
Deficit reduction efforts or other actions that reduce the availability of government funding for healthcare
and research, which could weaken demand for our products and result in additional pricing pressures, as well
as create potential collection risks associated with such sales;
·
Fluctuations in university or U.S. and international governmental funding and policies for life sciences
research;
·
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;
·
The effects of weather, regulatory or other events that adversely impact our supply chain, including our
ability to manufacture our products (particularly where production of a product line or sterilization
operations are concentrated in one or more plants), source materials or components or services from suppliers
(including sole-source suppliers) that are needed for such manufacturing (including sterilization), or provide
products to our customers, including events that impact key distributors;
·
Natural disasters (including pandemics), war, terrorism, labor disruptions and international conflicts that
could cause significant economic disruption and political and social instability, resulting in decreased
demand for our products, adversely affect our manufacturing and distribution capabilities, or cause
interruptions in our supply chain.
·
Pending and potential future litigation or other proceedings asserting, and/or subpoenas seeking information
with respect to, alleged violations of law (including in connection with federal and/or state healthcare
programs (such as Medicare or Medicaid) and/or sales and marketing practices (such as investigative
subpoenas and the civil investigative demands received by BD and Bard)), antitrust claims, product liability
(which may involve lawsuits seeking class action status or seeking to establish multi-district litigation
proceedings, including claims relating to our hernia repair implant products, surgical continence products for
women and vena cava filter products), claims with respect to environmental matters, and patent
infringement, and the availability or collectability of insurance relating to any such claims;
·
New or changing laws and regulations affecting our domestic and foreign operations, or changes in
enforcement practices, including laws relating to trade, monetary and fiscal policies, taxation (including tax
reforms that could adversely impact multinational corporations), sales practices, environmental protection,
price controls, and licensing and regulatory requirements for new products and products in the postmarketing
phase. In particular, the U.S. and other countries may impose new requirements regarding registration,
labeling or prohibited materials that may require us to re-register products already on the market or
otherwise impact our ability to market our products. Environmental
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laws, particularly with respect to the emission of greenhouse gases, are also becoming more stringent
throughout the world, which may increase our costs of operations or necessitate changes in our
manufacturing plants or processes or those of our suppliers, or result in liability to BD;
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·
Product efficacy or safety concerns regarding our products resulting in product holds or recalls, regulatory
action on the part of the FDA or foreign counterparts (including restrictions on future product clearances and
civil penalties), declining sales and product liability claims, and damage to our reputation. As a result of the
CareFusion acquisition, we are operating under a consent decree with the FDA relating to our U.S. infusion
pump business. The consent decree authorizes the FDA, in the event of any violations in the future, to order
us to cease manufacturing and distributing products, recall products or take other actions, and we may be
required to pay significant monetary damages if we fail to comply with any provision of the consent decree.
Also, in 2019, the FDA letter to healthcare professionals regarding the use of paclitaxel-coated devices in the
treatment of peripheral artery disease resulted in decreased sales of BD's drug-coated balloons. While we
have changed the labeling on our products as required by the FDA and continue to work with the FDA on
patient data, the extent and duration of the impact from the FDA letter, and the likelihood of FDA approval
of new drug-coated devices, is difficult to predict;
·
The effect of adverse media exposure or other publicity regarding BD's business or operations, including the
effect on BD's reputation or demand for its products;
·
The effect of market fluctuations on the value of assets in BD's pension plans and on actuarial interest rate
and asset return assumptions, which could require BD to make additional contributions to the plans or
increase our pension plan expense;
·
Our ability to obtain the anticipated benefits of restructuring programs, if any, that we may undertake; and
·
Issuance of new or revised accounting standards by the Financial Accounting Standards Board or the SEC.
The foregoing list sets forth many, but not all, of the factors that could impact our ability to achieve results
described in any forward-looking statements. Investors should understand that it is not possible to predict or identify
all such factors and should not consider this list to be a complete statement of all potential risks and uncertainties.
S-vii
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SUMMARY
This summary highlights information contained or incorporated by reference in this prospectus supplement and
the accompanying prospectus. Because this is a summary, it may not contain all of the information that is important to
you. Before making an investment decision, you should read the entire prospectus supplement, the accompanying
prospectus and the documents incorporated by reference, including the section entitled "Risk Factors" in this
prospectus supplement and "Part I, Item 1A--Risk Factors" in our Annual Report on Form 10-K for the fiscal year
ended September 30, 2019 (as such risk factors may be updated from time to time in our public filings, including in
our Quarterly Reports on Form 10-Q incorporated by reference herein).
Our Company
We are a global medical technology company engaged in the development, manufacture and sale of a broad range
of medical supplies, devices, laboratory equipment and diagnostic products used by healthcare institutions, physicians,
life science researchers, clinical laboratories, the pharmaceutical industry and the general public. We provide customer
solutions that are focused on improving medication management and patient safety; supporting infection prevention
practices; equipping surgical and interventional procedures; improving drug delivery; aiding anesthesiology care;
enhancing the diagnosis of infectious diseases and cancers; advancing cellular research and applications; and
supporting the management of diabetes. As of September 30, 2019, we had 70,093 employees who work in close
collaboration with customers and partners to help enhance outcomes, lower health care delivery costs, increase
efficiencies, improve health care safety and expand access to health.
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.
Recent Developments
On May 7, 2020, we announced our results of operations for our fiscal quarter ended March 31, 2020, and on
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May 7, 2020, we filed our Form 10-Q for such period, which is incorporated by reference herein. You are encouraged
to read the Form 10-Q, and as further described herein and in the Form 10-Q, COVID-19 has impacted, and is
expected to continue to impact our results of operations, as well as those of our customers, suppliers and business
partners. The COVID-19 pandemic is complex and rapidly evolving, and the ultimate impact on our overall financial
and operating results will depend on the currently unknowable duration and severity of the pandemic as well as any
additional governmental and public actions taken in response. Given this rapidly evolving environment, on May 7,
2020, we withdrew our guidance for 2020, and investors should no longer rely upon this guidance. See "Risk Factors
--Risks Related to our Business."
S-1
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The Offering
The following summary contains basic information about the notes and is not intended to be complete. It does not
contain all the information that is important to you. For a more complete understanding of the notes, please refer to
"Description of Notes." As used in this section, the terms "us," "we" and "our" refer only to Becton, Dickinson and
Company and not to any of its subsidiaries.
Issuer
Becton, Dickinson and Company, a New Jersey
corporation.
Notes Offered
$750,000,000 aggregate principal amount of 2.823%
Notes due 2030.
$750,000,000 aggregate principal amount of 3.794%
Notes due 2050.
Maturity Dates
2030 notes: May 20, 2030.
2050 notes: May 20, 2050.
Interest Rates
2.823% per annum for the 2030 notes.
3.794% per annum for the 2050 notes.
Interest Payment Dates
We will pay interest on each series of notes semi-
annually in arrears on May 20 and November 20 of each
year, commencing November 20, 2020.
Interest on each series of notes will accrue from May 20,
2020.
Optional Redemption
We may, at our option, redeem the notes of the applicable
series, in whole or in part, at any time prior to
February 20, 2030 (three months prior to the maturity
date (the "2030 Par Call Date")) with respect to the 2030
notes and prior to November 20, 2049 (six months prior
to the maturity date (the "2050 Par Call Date")) with
respect to the 2050 notes, at the applicable "make-whole"
redemption price described under the heading
"Description of Notes--Optional Redemption," plus
accrued and unpaid interest to, but excluding, the
redemption date on the principal balance of the notes
being redeemed.
In addition, at any time on or after the 2030 Par Call Date
with respect to the 2030 notes and the 2050 Par Call Date
with respect to the 2050 notes, we may redeem the notes
of such series, in whole or in part, at a redemption price
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equal to 100% of the principal amount of the notes to be
redeemed, plus accrued and unpaid interest to, but
excluding, the redemption date on the principal balance of
the notes being redeemed.
Change of Control Triggering Event Offer
If a change of control triggering event occurs in respect of
a series of notes, unless we have exercised our right to
redeem such notes as described under "Description of
Notes--Optional Redemption," we will be required to
make an offer to each holder of outstanding notes to
repurchase all or any portion of that holder's notes at a
purchase price of 101% of the principal amount thereof
plus accrued and unpaid interest to, but excluding, the
date of repurchase. For a
S-2
TABLE OF CONTENTS
more complete description of the change of control
provisions of the notes, see "Description of Notes--
Offer to Repurchase Upon Change of Control Triggering
Event."
Certain Covenants
We will issue the notes under our indenture, dated as of
March 1, 1997, between us and The Bank of New York
Mellon Trust Company, N.A., as successor to JPMorgan
Chase Bank (formerly known as The Chase Manhattan
Bank), as trustee. The indenture covenants include a
limitation on liens and a restriction on sale and
leasebacks, change of control and consolidation, merger
and sale of assets covenants. Each covenant is subject to a
number of important exceptions, limitations and
qualifications that are described under "Description of
Debt Securities of Becton, Dickinson and Company--
Covenants" in the accompanying prospectus.
Priority
The notes will be our senior unsecured obligations, will
rank equally in right of payment with all of our other
senior unsecured indebtedness 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 March 31, 2020, we had an insignificant amount of
secured indebtedness and approximately $21.2 billion of
total indebtedness.
The notes offered will also be structurally subordinated
to all obligations of our subsidiaries with respect to the
assets of such subsidiaries, other than any subsidiaries
that may guarantee the notes in the future. As of
March 31, 2020, our consolidated subsidiaries had
approximately $23 million of total indebtedness (which
excludes $2.2 billion of senior notes issued on June 4,
2019 by Becton Dickinson Euro Finance S.à r.l., which is
an indirect, wholly-owned finance subsidiary of the
Company, and fully and unconditionally guaranteed on a
senior unsecured basis by the Company). See "Risk
Factors--Risks Related to the Notes--The notes will be
effectively junior to all of our existing and future secured
debt and structurally junior to the existing and future
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obligations of our subsidiaries" and "Description of Notes
--Priority."
Form and Denomination
The notes of each series will be issued in fully registered
form in denominations of $1,000 and in integral multiples
of $1,000 in excess thereof.
DTC Eligibility
The notes of each series will be represented by global
certificates deposited with, or on behalf of, DTC,
including its participants Clearstream and Euroclear, or
their nominees. See "Book-Entry; Delivery and Form."
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TABLE OF CONTENTS
No Trading Market
Each series of notes constitutes a new issue of securities,
for which there is no existing trading market. In addition,
we do not intend to apply to list any of the notes on any
securities exchange or for quotation on any automated
quotation system. We cannot provide you with any
assurance regarding whether trading markets for any
series of the notes will develop, the ability of holders of
the notes to sell their notes or the prices at which holders
may be able to sell their notes. If no active trading
markets develop, you may be unable to resell the notes at
any price or at their fair market value or at all.
Use of Proceeds
We estimate that the net proceeds to us from this offering
will be approximately $1,484,762,500, after deducting
the underwriting discounts and estimated net offering
expenses payable by us. We expect to use the net
proceeds of this offering of the notes, together with cash
on hand, to repay the entire $1.0 billion aggregate
principal amount outstanding of our 2.404% Notes (as
defined in "Use of Proceeds") at maturity and to fund a
partial redemption of $500 million of our 3.250% Notes
(as defined in "Use of Proceeds"), and to pay accrued
interest, related premiums, fees and expenses in
connection therewith.
See "Use of Proceeds."
Underwriting
Certain of the underwriters or their affiliates hold a
portion of the outstanding 2.404% Notes and the 3.250%
Notes (as defined in "Use of Proceeds"). Accordingly,
such underwriters or their affiliates will receive a portion
of the proceeds of this offering.
See "Underwriting."
Governing Law
The notes and the related indenture will be governed by
the laws of the State of New York.
Trustee, Registrar and Paying Agent
The Bank of New York Mellon Trust Company, N.A.
Risk Factors
See "Risk Factors" beginning on page S-7 of this
prospectus supplement to read about important factors
you should consider before buying the notes.
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