Obligation Becton Dickinson & Company 0% ( US075887CF43 ) en USD

Société émettrice Becton Dickinson & Company
Prix sur le marché 100 %  ⇌ 
Pays  Etas-Unis
Code ISIN  US075887CF43 ( en USD )
Coupon 0%
Echéance 29/12/2020 - Obligation échue



Prospectus brochure de l'obligation Becton Dickinson US075887CF43 en USD 0%, échue


Montant Minimal 1 000 USD
Montant de l'émission 1 000 000 000 USD
Cusip 075887CF4
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée 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 émise par Becton Dickinson & Company ( Etas-Unis ) , en USD, avec le code ISIN US075887CF43, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/12/2020







424B2 1 s002096x2_424b2.htm 424B2
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-206020
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Amount to be
Aggregate Offering
Aggregate Offering
Amount of
Title of Each Class of Securities to be Registered
Registered
Price Per Unit
Price
Registration Fee(1)
Floating Rate Notes due 2020
$
1,000,000,000

100% $
1,000,000,000 $
124,500.00
Total
$
1,000,000,000


$
1,000,000,000 $
124,500.00
(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-206020
Prospectus Supplement to Prospectus dated May 8, 2017
?
Becton, Dickinson and Company
$1,000,000,000 Floating Rate Notes due 2020
We are offering $1,000,000,000 aggregate principal amount of Floating Rate Notes due 2020 (the "notes"). The notes will mature
on December 29, 2020. Interest on the notes will be payable in cash quarterly in arrears on March 29, June 29, September 29 and
December 29, beginning June 29, 2018.
We may redeem the notes, at our option, on or at any time after the first business day after the date that is one year following the
date of issuance of the notes, either as a whole or in part, at 100% of the aggregate principal amount of notes being redeemed, plus
accrued and unpaid interest. See "Description of Notes--Optional Redemption." In addition, if a change of control triggering event
occurs as described in this prospectus supplement under the heading "Description of Notes--Offer to the Repurchase Upon Change of
Control Triggering Event," we will be required to offer to purchase the notes from the holders.
We expect to use the net proceeds of this offering, together with the net proceeds from our EUR Notes Offering (as defined
herein), to repay $1.366 billion principal amount outstanding under our Term Loan Facility (as defined herein) and our Revolving
Credit Facility (as defined herein) and to pay accrued interest, related premiums, fees and expenses in connection therewith. See
"Summary--Recent Developments--EUR Notes Offering."
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-10 and in our latest Annual Report on Form 10-K, which is 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
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.
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Proceeds, before expenses,

Initial public offering price
Underwriting discounts
to Becton, Dickinson

Per Note
Total
Per Note
Total
Per Note
Total
Notes offered hereby

100.00% $ 1,000,000,000(1)
0.25% $
2,500,000

99.75% $
997,500,000
(1)
Plus accrued interest on the notes from March 1, 2018, 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"), against payment in New York, New York on or about March 1, 2018.
Joint Book-Running Managers
Barclays
Wells Fargo Securities
Co-Managers
BNY Mellon Capital
Loop Capital
PNC Capital Markets
ING
Markets, LLC
Markets
LLC
Standard Chartered
The Williams Capital
TD Securities
US Bancorp
Bank
Group, L.P.

The date of this prospectus supplement is February 27, 2018
TABLE OF CONTENTS
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE
S-iii
FORWARD-LOOKING STATEMENTS
S-iv
SUMMARY
S-1
THE OFFERING
S-4
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF BECTON, DICKINSON
S-7
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
S-8
RISK FACTORS
S-10
RATIO OF EARNINGS TO FIXED CHARGES
S-14
USE OF PROCEEDS
S-15
CAPITALIZATION
S-16
DESCRIPTION OF NOTES
S-18
BOOK-ENTRY; DELIVERY AND FORM
S-22
U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS
S-24
CERTAIN BENEFIT PLAN INVESTOR CONSIDERATIONS
S-26
UNDERWRITING (CONFLICTS OF INTEREST)
S-27
LEGAL MATTERS
S-33
EXPERTS
S-33
Prospectus

Page
BECTON, DICKINSON AND COMPANY

1
WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE

1
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

2
RISK FACTORS

3
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USE OF PROCEEDS

3
RATIO OF EARNINGS TO FIXED CHARGES

3
DESCRIPTION OF SECURITIES

3
DESCRIPTION OF CAPITAL STOCK

4
DESCRIPTION OF DEPOSITARY SHARES

7
DESCRIPTION OF DEBT SECURITIES

8
DESCRIPTION OF WARRANTS

15
DESCRIPTION OF PURCHASE CONTRACTS

16
DESCRIPTION OF UNITS

17
FORMS OF SECURITIES

18
PLAN OF DISTRIBUTION

20
VALIDITY OF SECURITIES

21
EXPERTS

21
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
S-i
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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.
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 consolidated 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-ii
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TABLE OF CONTENTS
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. 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 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, 2017;
(b) our Quarterly Report on Form 10-Q for the three months ended December 31, 2017;
(c) the portions of our Proxy Statement on Schedule 14A for our 2018 annual meeting of stockholders filed with the SEC on
December 14, 2017 that are incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended
September 30, 2017; and
(d) our Current Reports on Form 8-K filed with the SEC on December 29, 2017 (both filings, other than the information
furnished pursuant to Item 7.01 thereto), January 24, 2018, February 15, 2018 and February 22, 2018.
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.
S-iii
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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,"
"pro forma" and other words of similar meaning in conjunction with, among other things, discussions of future operations and
financial performance (including volume growth, 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 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 actual results of our company 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
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our latest Annual Report on Form 10-K, and in our future filings with the SEC. See "Where You Can Find More Information and
Incorporation by Reference."
·
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 (for example, new forms
of drug delivery) by our current or future competitors, increased pricing pressure due to the impact of low-cost
manufacturers, patents attained by competitors (particularly as patents on our products expire), and new entrants into our
markets;
·
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
this increased indebtedness may have on our ability to operate the combined company;
·
The impact resulting from the recent U.S. tax reform, commonly referred to as the Tax Cuts and Job Act (the "TCJA"),
which, among other things, reduces the U.S. federal corporate tax rate, imposes a one-time tax on earnings of certain foreign
subsidiaries that were previously tax deferred, and imposes a new minimum tax on foreign earnings. While we recognized a
provisional expense during the quarter ended December 31, 2017, based on what we believe is a reasonable estimate of the
income tax effects of the TCJA, this expense could change materially as we refine our analysis;
·
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 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;
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·
The impact of the medical device excise tax under the Patient Protection and Affordable Care Act in the U.S. While this tax
has been suspended through December 31, 2019, it is uncertain whether the suspension will be extended beyond that date;
·
Healthcare reform in the U.S. or in other countries in which we do business that may 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;
·
The impact of changes in U.S. federal laws and policy that could affect fiscal and tax policies, healthcare, and international
trade agreements.
·
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 BD or its customers,
suppliers and other business partners, or of customers' patients, or result in product efficacy or safety concerns for certain of
our products;
·
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
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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 U.S. 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, 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 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 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 governmental expropriation of assets. This includes the
possible impact of the June 2016 advisory referendum by British voters to exit the European Union, which has created
uncertainties affecting business operations in the United Kingdom and the EU;
·
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 events that adversely impact our ability to manufacture our products (particularly where production of a
product line is concentrated in one or more plants) or our ability to source materials or
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components from suppliers (including sole-source suppliers) that are needed for such manufacturing. In particular, damage
to our manufacturing facilities in Puerto Rico resulting from Hurricane Maria in September 2017 could adversely impact our
earnings results for fiscal year 2018;
·
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 the civil investigative demands received by BD)), antitrust claims,
product liability (which may involve lawsuits seeking class action status or seeking to establish multidistrict 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 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;
·
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 our acquisition of CareFusion Corporation
("CareFusion") in which we acquired a 100% interest in CareFusion (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
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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;
·
Risks relating to the CareFusion Acquisition, including our ability to continue to successfully combine and integrate the
CareFusion operations in order to fully obtain the anticipated benefits and costs savings from the transaction;
·
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;
·
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.
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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, 2017 (as such risk factors may be updated
from time to time in our public filings, including in our Quarterly Report 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, 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 December 31, 2017, we had
approximately 65,000 employees across 50 countries 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
The Bard Acquisition
On December 29, 2017, BD completed the acquisition of Bard (the "Bard Acquisition"). Pursuant to the terms of the
Agreement and Plan of Merger, dated as of April 23, 2017, as amended by that certain Amendment No. 1, dated as of July 28,
2017, among BD, Bard and Lambda Corp, a Delaware corporation and wholly-owned subsidiary of BD ("Merger Corp"), Merger
Corp merged with and into Bard, with Bard as the surviving entity (the "Merger"). As a result of the Merger, Bard became a
wholly-owned subsidiary of BD.
Bard Products
Bard products include medical, surgical, diagnostic and patient care devices, as further described below.
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Vascular Products
Bard's vascular products cover a wide range of minimally invasive devices for the treatment of peripheral vascular disease
("PVD") and end-stage renal disease ("ESRD"). These products include: percutaneous transluminal angioplasty ("PTA") catheters,
chronic total occlusion ("CTO") catheters, guidewires, fabrics, meshes, introducers and accessories; valvuloplasty balloons;
peripheral vascular stents, self-expanding and balloon-expandable covered stents and vascular grafts; vena cava filters; and biopsy
devices. Bard's PTA catheters are used by clinicians for the treatment of arterial venous access stenosis and other PVDs. Bard's line
of peripheral vascular stents, covered stents and vascular grafts are approved for use in the superficial femoral and proximal
popliteal arteries. Bard's vena cava filters product line includes devices that can be either permanently implanted or retrieved after
the threat of blood clots traveling from the lower extremities to a patient's lungs has passed. Bard also offers products for the
treatment of ESRD through a broad line of long-term dialysis catheters. Bard also offers a market leading portfolio of automatic
core needle biopsy devices, and sells a wide variety of products across the percutaneous breast biopsy and tissue marker segments.
Urology Products
Bard's urology products include basic urology drainage products, fecal and urinary continence products, urological specialty
products and Targeted Temperature ManagementTM products. The Foley catheter, which Bard introduced in 1934, remains one of
the most frequently used products in the urology field and Bard has a
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market-leading position in Foley catheters. Bard also has a line of intermittent self-catheters and male external catheters, primarily
used in non-acute settings. In January 2016, Bard acquired Liberator Medical Holdings, Inc., a durable medical equipment supplier,
to vertically integrate and expand its presence in the non-acute segment of the market. Other products include: fecal incontinence
products; brachytherapy devices and radioactive seeds used to treat prostate cancer; intermittent urinary drainage catheters, urine
monitoring and collection systems; ureteral stents; and specialty devices for stone removal procedures. Bard products also include a
proprietary line of catheter stabilization devices, which are used primarily to secure peripheral intravenous catheters, thereby
reducing restarts and other complications. These devices are also used to secure many other types of catheters sold by Bard and
other companies, including Foley catheters. In addition, Bard markets the Arctic Sun® system with gel pads providing therapy for
patients requiring Targeted Temperature ManagementTM.
Oncology Products
Bard's oncology products cover a wide range of devices used in the treatment and management of various cancers and other
diseases and disorders. These include specialty vascular access catheters and ports, vascular access ultrasound devices, dialysis
access catheters and enteral feeding devices. Bard sells a broad line of peripherally inserted central catheters ("PICCs"). Bard's
PowerPICC® catheters and PowerPort® devices can also be used to inject contrast media at high flow rates. These devices
eliminate the need to place an additional catheter in the significant number of PICC and port recipients who also require contrast
enhanced CT (computed tomography) scans. Bard's Site-Rite® vascular access ultrasound device and SherlockTM tip locator
system help nurses place a PICC at a patient's bedside, making PICCs a more convenient and cost-effective treatment option.
Bard's 3CG Tip Confirmation SystemTM can be used in place of imaging technologies such as x-rays to confirm proper placement
of the PICC prior to treatment. For patients not requiring central venous access, Bard offers a wide range of midline catheters as
well as guidewire-assisted peripheral intravenous lines.
Surgical Specialty Products
Bard's surgical specialty products include implanted grafts and fixation devices for hernia and soft tissue repairs in addition to
hemostats and surgical sealants. Bard's soft tissue repair products consist of hernia repair grafts, including permanent synthetic and
bioresorbable synthetic products, natural-tissue configurations, and hernia fixation devices. Bard has a full line of products for
inguinal (groin) hernias, and also sell products for the repair of ventral (abdominal) hernias. In addition, Bard markets the ECHO
PS® Positioning System, which helps facilitate mesh deployment in laparoscopic surgical repair. Bard also sells a line of natural-
tissue products used to repair complex ventral hernias and soft tissue reconstruction. Bard also sells XenMatrix® AB, the first of its
kind anti-bacterial natural-tissue surgical graft. Bard also offers the Progel© surgical sealant, which is the only FDA-approved
product available for intraoperative sealing of air leaks in connection with open, video-assisted and robotic thoracic surgery. Bard's
hemostat product line complements Bard's Progel© surgical sealant technology and is a plant based hemostat that is used as an
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adjunct to mechanical techniques to control bleeding in a variety of surgical procedures.
Changes to Our Business Segments
BD's operations were previously divided into two worldwide business segments: BD Medical and BD Life Sciences.
Beginning with BD's Form 10-Q for its second fiscal quarter of fiscal year 2018, BD will revise its reportable business segments
by including a new third segment, BD Interventional (the "BD Interventional Segment"). The BD Interventional segment will
include the majority of Bard's product offerings and certain product offerings previously reported in the former Medication and
Procedural Solutions unit within BD's existing Medical segment (the "BD Medical Segment"), including BD ChloraPrepTM
surgical, certain infection prevention products, and our V. MuellerTM product line. In addition, the new Medication Delivery
Solutions unit within the BD Medical Segment will include the majority of BD's former Medication and Procedural Solutions unit
as well as certain Bard products, including PICCs, midlines, central venous catheters, acute dialysis, ultrasonic imaging and certain
urology products.
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EUR Notes Offering
On February 16, 2018, we entered into an underwriting agreement with Barclays Bank PLC (the "EUR Debt Underwriter"), in
connection with the offer and sale by us to the EUR Debt Underwriter (the "EUR Notes Offering") of 300 million aggregate
principal amount of additional 0.368% Notes due 2019 (the "EUR Notes"). On February 22, 2018, we consummated the EUR Notes
Offering and issued 300,000,000 aggregate principal amount of the EUR Notes. We expect to use the net proceeds of this offering,
together with the net proceeds from our EUR Notes Offering, to repay $1.366 billion principal amount outstanding under our Term
Loan Facility and our Revolving Credit Facility and to pay accrued interest, related premiums, fees and expenses in connection
therewith. An affiliate of one of the underwriters for this offering also acted as the underwriter for the EUR Notes Offering. We
estimate that the net proceeds to us from the EUR Notes Offering will be approximately 299.3 million or $371.1 million based on
an exchange rate of 1.00 to $1.24 on February 16, 2018, as reported by the London Stock Exchange, after deducting underwriting
discounts and estimated EUR Notes Offering expenses payable by us.
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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
$1,000,000,000 aggregate principal amount of Floating Rate Notes due 2020.
Maturity Date
December 29, 2020.
Interest Rate
The interest rate for the first Interest Period (as defined under "Description of
Notes--Terms of the Notes") will be 2.94364%. The interest rate for each
Interest Period after the first Interest Period will be the Three Month LIBOR,
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as determined on the applicable Interest Determination Date (as defined
under "Description of Notes--Terms of the Notes"), plus 0.875%.
Interest Payment Dates
Interest on the notes will accrue from, and including, March 1, 2018. We will
pay interest on the notes quarterly in arrears on March 29, June 29,
September 29 and December 29 of each year, commencing June 29, 2018.
Optional Redemption
We may redeem the notes, in whole or in part, on the first business day after
the date that is one year following the date of issuance of the notes or at any
time or from time to time thereafter at a price equal to 100% of the
aggregate principal amount of the notes being redeemed, plus accrued and
unpaid interest to the redemption date.
Change of Control Triggering Event Offer
If a change of control triggering event occurs, the holders of the notes will
have the right to require us to repurchase the notes, in whole or in part, 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 more
complete description of the change of control provisions of the notes, see
"Description of Notes-- Offer to Repurchase Upon Control Offer 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 Notes--Certain Covenants."
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).
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As of December 31, 2017, we had an insignificant amount of secured
indebtedness and approximately $22.8 billion of total indebtedness
(excluding the notes issued in the EUR Notes Offering and the use of
proceeds therefrom).
The notes 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 December 31,
2017, our consolidated subsidiaries had approximately $116 million of total
indebtedness. 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 obligations of our subsidiaries"
and "Description of Notes--Priority."
Form and Denomination
The notes 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 will be represented by global certificates deposited with, or on
behalf of, DTC or its nominee. See "Book-Entry; Delivery and Form."
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