Obligation Becton Dickinson & Company 0.632% ( XS2002532567 ) en EUR

Société émettrice Becton Dickinson & Company
Prix sur le marché 100 %  ▼ 
Pays  Etas-Unis
Code ISIN  XS2002532567 ( en EUR )
Coupon 0.632% par an ( paiement annuel )
Echéance 03/06/2023 - Obligation échue



Prospectus brochure de l'obligation Becton Dickinson XS2002532567 en EUR 0.632%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 800 000 000 EUR
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 Becton Dickinson (XS2002532567), émise aux États-Unis pour un montant total de 800 000 000 EUR, avec un prix actuel de 100%, un taux d'intérêt de 0,632%, une taille minimale d'achat de 100 000 EUR, une maturité le 03/06/2023 et une fréquence de paiement de 1, est arrivée à échéance et a été remboursée.







SECURITIES AND EXCHANGE COMMISSION
FORM 424B2
Prospectus filed pursuant to Rule 424(b)(2)
Filing Date: 2019-05-22
SEC Accession No. 0001140361-19-009683
(HTML Version on secdatabase.com)
FILER
Mailing Address
Business Address
Becton Dickinson Euro Finance S.a. r.l.
412F, ROUTE D'ESCH
412F, ROUTE D'ESCH
CIK:1776167| IRS No.: 000000000 | State of Incorp.:N4 | Fiscal Year End: 0930
LUXEMBOURG N4 L-1471
LUXEMBOURG N4 L-1471
Type: 424B2 | Act: 33 | File No.: 333-224464-01 | Film No.: 19846867
352273654429
SIC: 3841 Surgical & medical instruments & apparatus
Mailing Address
Business Address
BECTON DICKINSON & CO
ONE BECTON DR
ONE BECTON DR
CIK:10795| IRS No.: 220760120 | State of Incorp.:NJ | Fiscal Year End: 0930
FRANKLIN LAKE NJ 07417
FRANKLIN LAKES NJ
Type: 424B2 | Act: 33 | File No.: 333-224464 | Film No.: 19846866
07417-1880
2018476800
SIC: 3841 Surgical & medical instruments & apparatus
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TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-224464
333-224464-01
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Title of Each Class of Securities
Amount to be
Aggregate Offering
Aggregate Offering
Amount of Registration
to be Registered
Registered
Price Per Unit
Price(1)
Fee(1)
0.174% Notes due 2021

600,000,000
100% $
672,000,000 $
81,446.40
Guarantee of 0.174% Notes due 2021(2)
0.632% Notes due 2023

800,000,000
100% $
896,000,000 $
108,595.20
Guarantee of 0.632% Notes due 2023(2)
1.208% Notes due 2026

600,000,000
100% $
672,000,000 $
81,446.40
Guarantee of 1.208% Notes due 2026(2)
Total
2,000,000,000
$ 2,240,000,000 $
271,488.00
(1)Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended, based upon a euro/dollar exchange rate of 1/$1.12 as of the close of the
London Stock Exchange on May 21, 2019.
(2) Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate registration fee is payable for the guarantee.
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TABLE OF CONTENTS
Prospectus Supplement to Prospectus dated May 17, 2019
2,000,000,000
Becton Dickinson Euro Finance S.à r.l.
600,000,000 0.174% Notes due 2021
800,000,000 0.632% Notes due 2023
600,000,000 1.208% Notes due 2026
Fully and Unconditionally Guaranteed by
Becton, Dickinson and Company
Becton Dickinson Euro Finance S.à r.l. (the Issuer) is offering (i) 600,000,000 aggregate principal amount of its 0.174% Notes due 2021
(the 2021 notes), (ii) 800,000,000 aggregate principal amount of its 0.632% Notes due 2023 (the 2023 notes) and (iii) 600,000,000
aggregate principal amount of its 1.208% Notes due 2026 (the 2026 notes and, together with the 2021 notes and the 2023 notes, the notes).
Interest on the notes will be payable in cash annually in arrears on June 4 of each year, beginning on June 4, 2020. The 2021 notes will mature on
June 4, 2021, the 2023 notes will mature on June 4, 2023 and the 2026 notes will mature on June 4, 2026.
The Issuer may redeem the notes, at its option, in whole or in part at any time at the applicable redemption prices described in this prospectus
supplement. See Description of Notes--Optional Redemption. In addition, the Issuer may redeem the notes in whole, but not in part, at any time
in the event of certain changes in the laws of a relevant Taxing Jurisdiction (as defined herein). See Description of Notes--Redemption for Tax
Reasons. If a change of control triggering event occurs as described in this prospectus supplement under the heading Description of
Notes--Offer to Repurchase Upon Change of Control Triggering Event, the Issuer will be required to offer to purchase the notes from the
holders.
We expect to use the net proceeds of this offering and cash on hand to (i) repay at maturity all of the outstanding principal amount of
Maturing Notes (as defined herein) and (ii) fund the purchase price for the Tender Notes (as defined herein), and in each case to pay accrued
interest and related fees, premiums and expenses in connection therewith. See Recent Developments. This offering is not contingent on the
consummation of the Tender Offers (as defined herein).
The notes will be the Issuers direct, senior and unsecured obligations and will be pari passu in right of payment with all of the Issuers
other senior unsecured indebtedness from time to time outstanding. The notes will be fully and unconditionally guaranteed (the guarantees) on a
senior unsecured basis by Becton, Dickinson and Company (BD), the indirect parent company of the Issuer. BDs guarantees will be senior
unsecured obligations of BD and will be pari passu in right of payment with all of BDs other senior unsecured indebtedness and guarantees from
time to time outstanding. The notes will be issued in minimum denominations of 100,000 and in integral multiples of 1,000 in excess thereof.
Each series of the notes constitutes a new issue of securities for which there is no established trading market. The Issuer has applied to list the
notes on the New York Stock Exchange (NYSE).
Investing in the notes involves risks that are described in the Risk Factors section of this prospectus supplement beginning on page S-9 and
in BD's 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 BD's public filings).
None of the Securities and Exchange Commission (the SEC), the Luxembourg Financial Sector Supervisory Authority (the
Commission de Surveillance du Secteur Financier) or 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.
Proceeds, before expenses, to
Initial public offering price
Underwriting discounts
Becton, Dickinson
Per Note
Total
Per Note
Total
Per Note
Total
0.174% Notes due 2021
100% 600,000,000(1)
0.20% 1,200,000
99.80%
598,800,000
0.632% Notes due 2023
100% 800,000,000(1)
0.30% 2,400,000
99.70%
797,600,000
1.208% Notes due 2026
100% 600,000,000(1)
0.40% 2,400,000
99.60%
597,600,000
(1) Plus accrued interest on the notes from June 4, 2019, if settlement occurs after that date.
The underwriters expect to deliver the notes to purchasers in book-entry form through the facilities of Clearstream Banking S.A.
(Clearstream), and Euroclear Bank SA/NV (Euroclear) against payment on or about June 4, 2019.
Joint Book-Running Managers
Barclays
Goldman Sachs International
J.P. Morgan
Co-Managers
Academy Securities, Inc.
BNY Mellon Capital Markets, LLC
ING
Loop Capital Markets
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PNC Capital
Standard Chartered
TD Securities
US Bancorp
The Williams Capital
Markets LLC
Bank
Group, L.P.
The date of this prospectus supplement is May 21, 2019
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TABLE OF CONTENTS
TABLE OF CONTENTS
Page
Prospectus Supplement
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE
S-v
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
S-vi
SUMMARY
S-1
THE OFFERING
S-3
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF BECTON, DICKINSON AND
COMPANY
S-8
RISK FACTORS
S-9
USE OF PROCEEDS
S-14
CAPITALIZATION
S-15
DESCRIPTION OF NOTES
S-16
BOOK-ENTRY; DELIVERY AND FORM
S-25
U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS
S-28
CERTAIN LUXEMBOURG TAX CONSIDERATIONS
S-31
EUROPEAN UNION SAVINGS DIRECTIVE AND PROPOSED FINANCIAL TRANSACTIONS TAX
S-34
UNDERWRITING
S-35
LEGAL MATTERS
S-41
EXPERTS
S-41
Prospectus
BECTON, DICKINSON AND COMPANY
1
BECTON DICKINSON EURO FINANCE S.À R.L.
1
WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE
1
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
8
DESCRIPTION OF WARRANTS OF BECTON, DICKINSON AND COMPANY
15
DESCRIPTION OF PURCHASE CONTRACTS OF BECTON, DICKINSON AND COMPANY
16
DESCRIPTION OF UNITS OF BECTON, DICKINSON AND COMPANY
17
DESCRIPTION OF DEBT SECURITIES OF BECTON DICKINSON EURO FINANCE S.À R.L.
18
FORMS OF SECURITIES
26
PLAN OF DISTRIBUTION
28
VALIDITY OF SECURITIES
29
EXPERTS
29
S-i
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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 June 4, 2019, which is the ninth U.S.
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 seventh business day
preceding the settlement date will be required, by virtue of the fact that the notes initially will settle in T+9, 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.
Pursuant to Rule 3-10(b) of Regulation S-X (Rule 3-10(b)), this prospectus supplement does not contain or incorporate by
reference separate financial statements for the Issuer because it is a subsidiary of BD that is 100% owned by BD, and BD files
consolidated financial information under the Exchange Act. The Issuer is a finance subsidiary of BD as defined in Rule 3-10(b)
with no independent function other than financing activities. The financial condition, results of operations and cash flows of the
Issuer are consolidated in the financial statements of BD.
As used in this prospectus supplement, the terms BD, we, us, and our refer to Becton, Dickinson and Company and
its subsidiaries, including the Issuer, except where it is made clear that the terms mean Becton, Dickinson and Company or the
Issuer only.
References herein to $ and dollars are to the lawful currency of the United States. References to and euro are to the
lawful currency of the member states of the European Monetary Union that have adopted the euro as their currency. 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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STABILIZATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, BARCLAYS BANK PLC IN ITS ROLE AS STABILIZING
MANAGER (THE STABILIZING MANAGER) FOR ITS OWN ACCOUNT MAY, TO THE EXTENT PERMITTED BY
APPLICABLE LAWS AND DIRECTIVES, OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER (OR
PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) WILL UNDERTAKE ANY STABILIZATION
ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC
DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE NOTES IS MADE, AND, IF BEGUN, MAY BE
ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE OF
THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILIZATION
ACTION OR OVER-ALLOTMENT COMMENCED WILL BE CARRIED OUT IN ACCORDANCE WITH
APPLICABLE LAWS AND REGULATIONS.
The notes are offered globally for sale only in those jurisdictions in the United States, Europe, Asia and elsewhere where it is
lawful to make such offers. The distribution of this prospectus supplement and the accompanying prospectus and the offering or sale
of the notes in some jurisdictions may be restricted by law. Persons outside the United States who receive this prospectus
supplement and the accompanying prospectus should inform themselves about and observe any applicable restrictions. This
prospectus supplement and the accompanying prospectus may not be used for or in connection with an offer or solicitation by any
person in any jurisdiction in which that offer or solicitation is not authorized or to any person to whom it is unlawful to make that
offer or solicitation. See Underwriting--Selling Restrictions.
MIFID II product governance / Professional investors and ECPs only target market -- Solely for the purposes of each
manufacturers product approval process, the target market assessment in respect of the notes has led to the conclusion that: (i) the
target market for the notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as
amended, MiFID II); and (ii) all channels for distribution of the notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the notes (a distributor) should take into consideration
the manufacturers target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the notes (by either adopting or refining the manufacturers target market assessment) and
determining appropriate distribution channels.
XS2002532484
PRIIPs Regulation / Prohibition of sales to EEA retail investors -- The notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European
Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined
in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded,
the Insurance Mediation Directive), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs
Regulation) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPS Regulation.
This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of notes in any
Member State of the EEA will be made pursuant to an exemption under Directive 2003/71/EC (as amended or superseded, the
Prospectus Directive), as implemented in the Member States of the EEA from the requirement to publish a prospectus for offers
of notes. Neither this prospectus supplement nor the accompanying prospectus is a prospectus for the purposes of the Prospectus
Directive.
S-iii
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Notice to Prospective Investors in the United Kingdom
The communication of this prospectus supplement, the accompanying prospectus and any other document or materials relating
to the issue of the notes offered hereby is not being made, and the contents of such documents and/or materials have not been
approved, by an authorized person for the purposes of section 21 of the United Kingdoms Financial Services and Markets Act
2000, as amended (the FSMA). Accordingly, such documents and/or materials are not being distributed to or otherwise
communicated with, and must not be passed on to, any person in the United Kingdom except in circumstances in which section
21(1) of FSMA will not apply. The communication of such documents and/or materials as a financial promotion is only being made
to those persons in the United Kingdom who have professional experience in matters relating to investments and who fall within the
definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the Financial Promotion Order)), or who fall within Article 49(2)(a) to (d) of the Financial
Promotion Order, or who are any other persons to whom it may otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as relevant persons). In the United Kingdom, the notes offered hereby are only
available to, and any investment or investment activity to which this prospectus supplement and the accompanying prospectus relate
will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely
on this prospectus supplement or the accompanying prospectus or any of their contents.
Any purchaser or holder of the notes or any interest therein represents by its purchase and holding of the notes that it either (1)
is not (A) a pension, profit-sharing or other employee benefit plan subject to the U.S. Employee Retirement Income Security Act of
1974, as amended (ERISA) or an individual retirement account, Keogh plan or any other plan subject to Section 4975 of the
Internal Revenue Code of 1986, as amended (the Code), (B) an employee benefit plan that is a governmental plan (as defined in
Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) or a non-U.S. plan (as described in Section 4(b)(4)
of ERISA) that is not subject to the requirements of ERISA or the Code but is subject to similar provisions under applicable federal,
state, local, non-U.S or other laws (Similar Laws) or (C) an entity whose underlying assets include plan assets by reason of any
such plans investment in the entity or (2) the purchase and holding of the notes will not constitute a non-exempt prohibited
transaction under Section 406 of ERISA, Section 4975 of the Code or under any applicable Similar Laws.
Notice to Prospective Investors in the Grand Duchy of Luxembourg
This prospectus supplement and accompanying prospectus have not been approved by and will not be submitted for approval to
the Luxembourg Financial Services authority (Commission de Surveillance du Secteur Financier) (the CSSF) for purposes of
public offering or sale in the grand duchy of Luxembourg. Accordingly, the notes may not be offered or sold to the public in the
grand duchy of Luxembourg, directly or indirectly, and neither this prospectus supplement and the accompanying prospectus, nor
any other offering circular, prospectus, form of application, advertisement or other material related to such offer may be distributed,
or otherwise be made available in or from, or published in, the grand duchy of Luxembourg except in circumstances where the offer
benefits from an exemption to or constitutes a transaction otherwise not subject to the requirement to publish a prospectus for the
purpose of the law of July 10, 2005 on prospectus for securities, as amended from time to time (the Prospectus Law).
S-iv
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WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE
BD files 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 BDs 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 BD files 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 BD files later with the SEC will automatically
update and supersede this information. We incorporate by reference the documents listed below and any future filings BD makes
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) BD's Annual Report on Form 10-K for the fiscal year ended September 30, 2018;
(b)the portions of BD's Proxy Statement on Schedule 14A for its 2019 annual meeting of stockholders filed with the SEC on
December 3, 2018 that are incorporated by reference into its Annual Report on Form 10-K for the fiscal year ended September
30, 2018;
(c) BD's Quarterly Reports on Form 10-Q for the three months ended December 31, 2018 and March 31, 2019; and
(d) BD's Current Reports on Form 8-K filed with the SEC on October 3, 2018, January 24, 2019 and May 20, 2019.
You may request a copy of BDs 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 BDs
Internet website at www.bd.com. BDs Internet website address is provided as an inactive textual reference only. The information
provided on BDs Internet website is not part of this prospectus supplement and, therefore, is not incorporated herein by reference.
S-v
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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, sales and earnings per share growth, and cash flows) and
statements regarding BDs strategy for growth, future product development, regulatory approvals, competitive position and
expenditures. All statements that address BDs future operating performance or events or developments that BD expects or
anticipates will occur in the future are forward-looking statements.
Forward-looking statements are, and will be, based on BDs managements 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 BDs expectations and
projections. Investors are therefore cautioned not to place undue reliance on any forward-looking statements. Furthermore, BD
undertakes 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 BDs actual results to differ from BDs expectations in any
forward-looking statements. For further discussion of certain of these factors, see Risk Factors in this prospectus supplement and
in BDs 2018 Annual Report on Form 10-K, and BDs 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 BD's business, weaken demand
for BD's products and services, negatively impact the prices BD can charge for its products and services, or impair BD's ability to
produce its products.
·Competitive factors that could adversely affect BD's operations, including new product introductions and technologies (for
example, new forms of drug delivery) by BD's 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 BD's products expire), and new entrants into BD's markets.
·Risks relating to BD's acquisition of C. R. Bard, Inc., a New Jersey corporation (Bard), including BD's 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 BD incurred in connection with the financing of the acquisition and the impact this increased
indebtedness may have on BD's 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 BD's operating performance.
·BD's ability to achieve its projected level or mix of product sales, as BD's 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 BD's products by such payers, which
could reduce demand for BD's products or the price BD can charge for such products.
·The impact of the medical device excise tax under the Patient Protection and Affordable Care Act in the United States. 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 BD does business that may involve changes in government pricing and
reimbursement policies or other cost containment reforms.
S-vi
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