424B2 1 s001686x2_424b2.htm 424B2

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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-206020

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be Registered
Amount to be
Registered
Maximum
Aggregate
Price Per
Unit
Maximum
Aggregate
Offering Price
Amount of
Registration
Fee(1)
Depositary Shares Each Representing 1/20th of a share of 6.125% Series A Mandatory Convertible Preferred Stock
 
49,500,000(2
)
$
50
 
$
2,475,000,000
 
$
286,852.50
 
6.125% Mandatory Convertible Preferred Stock, Series A, par value $1.00 per share
 
2,475,000(3
)
 
 
 
 
 
(3
)
Common Stock, par value $1.00 per share
 
14,022,608(4
)
 
 
 
 
 
(5
)

(1)Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended (the “Securities Act”).
(2)Includes 4,500,000 depositary shares issuable upon exercise in full of the underwriters’ overallotment option to purchase additional depositary shares.
(3)Each depositary share represents a 1/20th interest in a share of 6.125% Mandatory Convertible Preferred Stock, Series A, par value $1.00 per share (“mandatory convertible preferred stock”). Because no separate consideration will be received by the registrant for the mandatory convertible preferred stock, no registration fee is required with respect to these securities.
(4)The number of shares of our common stock to be registered is based on the maximum number of shares of our common stock into which 2,475,000 shares of the mandatory convertible preferred stock can be converted, which is 5.6657 shares of our common stock per share of the mandatory convertible preferred stock as described in this prospectus supplement, or a maximum total of 14,022,608 shares of our common stock. Pursuant to Rule 416 under the Securities Act, the number of shares of our common stock registered includes an indeterminate number of additional shares of our common stock that may be issued from time to time upon conversion of the mandatory convertible preferred stock as a result of the anti-dilution provisions thereof.
(5)Pursuant to Rule 457(i) under the Securities Act, there is no additional registration fee payable with respect to the shares of our common stock issuable upon conversion of the mandatory convertible preferred stock because no additional consideration will be received in connection with the exercise of the conversion privilege.

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Prospectus Supplement to Prospectus dated May 8, 2017


Becton, Dickinson and Company
$2,250,000,000
Depositary Shares Each Representing a 1/20th Interest in a Share of
6.125% Mandatory Convertible Preferred Stock, Series A

We are offering 45,000,000 depositary shares (the “Depositary Shares”), each of which represents a 1/20th interest in a share of our 6.125% Mandatory Convertible Preferred Stock, Series A, par value $1.00 per share (the “Mandatory Convertible Preferred Stock”). The shares of Mandatory Convertible Preferred Stock will be deposited with Computershare Inc. and its wholly owned subsidiary, Computershare Trust Company, N.A., jointly as bank depositary, pursuant to a deposit agreement. Holders of the Depositary Shares will be entitled to a proportional fractional interest in the rights and preferences of the Mandatory Convertible Preferred Stock, including conversion, dividend, liquidation and voting rights, subject to the provisions of such deposit agreement. We will receive all of the net proceeds from this offering.

Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our board of directors or an authorized committee thereof, at an annual rate of 6.125% on the liquidation preference of $1,000 per share. We may pay declared dividends in cash or, subject to certain limitations, in shares of our common stock, par value $1.00 per share (our “common stock”), or by delivery of any combination of cash and shares of our common stock, at our election, subject to certain limitations, on the first business day of each of February, May, August and November of each year, commencing on August 1, 2017 and to, and including, May 1, 2020.

Each share of our Mandatory Convertible Preferred Stock has a liquidation preference of $1,000 (and, correspondingly, each Depositary Share represents a liquidation preference of $50). Unless earlier converted or redeemed, each share of the Mandatory Convertible Preferred Stock will automatically convert on May 1, 2020 (subject to postponement in certain cases, the “mandatory conversion date”), into between 4.7214 and 5.6657 shares of our common stock, subject to anti-dilution adjustments, depending on the average VWAP (as defined herein) per share of our common stock over the 20 consecutive trading day period beginning on, and including, the 22nd scheduled trading day immediately preceding the mandatory conversion date. At any time prior to the mandatory conversion date, a holder of 20 Depositary Shares may cause the bank depositary to convert one share of our Mandatory Convertible Preferred Stock, on such holder’s behalf, into shares of our common stock at the minimum conversion rate of 4.7214 shares of our common stock per share of Mandatory Convertible Preferred Stock, subject to anti-dilution adjustments. If a holder of 20 Depositary Shares causes the bank depositary to convert one share of Mandatory Convertible Preferred Stock, on such holder’s behalf, during a specified period beginning on the effective date of a fundamental change (as defined herein) and ending on the earlier of the mandatory conversion date and the fundamental change conversion date (as defined herein), such share of Mandatory Convertible Preferred Stock will be converted into shares of our common stock at the fundamental change conversion rate (as defined herein), and such holder will also be entitled to receive a fundamental change dividend make-whole amount and accumulated dividend amount (each as defined herein).

Concurrently with this offering, we are offering 12,750,000 shares of our common stock in a $2.25 billion offering (or 14,025,000 shares of our common stock if the underwriters in that offering exercise their option to purchase additional shares in full) (the “concurrent offering”). The concurrent offering is being made by means of a separate prospectus supplement and not by means of this prospectus supplement. This prospectus supplement is not an offer to sell or a solicitation of an offer to buy any securities being offered in the concurrent offering. This offering of the Depositary Shares and the concurrent offering are not contingent on one another.

We intend to use the proceeds of this offering, together with the proceeds of the concurrent offering and borrowings under the Term Loan Facility (as defined herein), to finance a portion of the Cash Consideration (as defined herein) payable in connection with the Bard Acquisition (as defined herein) and to pay related fees and expenses. The closing of this offering and the concurrent offering are not conditioned on each other or on the closing of the Bard Acquisition which, if completed, will occur subsequent to the closing of this offering. See “Summary—The Bard Acquisition“ and “Use of Proceeds.” If the Bard Acquisition has not closed on or prior to April 23, 2018 or if an acquisition termination event (as defined herein) occurs, we may, at our sole option, redeem the Mandatory Convertible Preferred Stock as further described herein.

Prior to this offering, there has been no public market for the Depositary Shares. We have applied to list the Depositary Shares on the New York Stock Exchange (the “NYSE”) under the symbol “BDXA”. Our common stock is listed on the NYSE under the symbol “BDX.” On May 10, 2017, the last reported sale price of our common stock on the NYSE was $179.76 per share.

Investing in the Depositary Shares involves risks that are described in the “Risk Factors” section of this prospectus supplement beginning on page S-29 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).

 
Per Depositary
Share
Total
Public offering price
$
50.000
 
$
2,250,000,000(1
)
Underwriting discounts and commissions
$
1.225
 
$
55,125,000(1
)
Proceeds, before expenses, to us
$
48.775
 
$
2,194,875,000(1
)
(1)Assumes no exercise of the underwriters’ overallotment option to purchase additional Depositary Shares described below.

We have granted the underwriters an overallotment option exercisable within a 30-day period beginning on, and including, the date of this prospectus supplement, to purchase up to 4,500,000 additional Depositary Shares (representing 10% of the Depositary Shares being offered) from us at the public offering price, less the underwriting discounts and commissions. See “Underwriting.”

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.

The underwriters expect to deliver the Depositary Shares on or about May 16, 2017.

Joint book-running managers
Citigroup
J.P. Morgan
Morgan Stanley
MUFG
BNP PARIBAS
Barclays
Wells Fargo Securities
Co-managers
Standard Chartered Bank
Scotiabank
US Bancorp
BNY Mellon Capital Markets, LLC
ING
Loop Capital Markets
The Williams Capital Group, L.P.

The date of this prospectus supplement is May 10, 2017

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Prospectus supplement

 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Prospectus

 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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 shares 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.

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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 shares. 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”).

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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. You may read and copy any document that we file at the Public Reference Room of the SEC at 100 F Street N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at http://www.sec.gov, from which interested persons can electronically access our SEC filings, including the registration statement (of which this prospectus supplement and accompanying prospectus form a part) and the exhibits and schedules thereto.

The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus supplement and the accompanying prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than, in each case, documents or information deemed to have been furnished but not filed in accordance with SEC rules), on or after the date of this prospectus supplement until the termination of the offering under this prospectus supplement:

(a)our Annual Report on Form 10-K for the fiscal year ended September 30, 2016;
(b)our Quarterly Reports on Form 10-Q for the three months ended December 31, 2016 and March 31, 2017;
(c)the portions of our Proxy Statement on Schedule 14A for our 2017 annual meeting of stockholders filed with the SEC on December 15, 2016 that are incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended September 30, 2016;
(d)our Current Reports on Form 8-K filed with the SEC on December 1, 2016, December 2, 2016, December 5, 2016, December 9, 2016, January 19, 2017, January 26, 2017, April 24, 2017 and May 8, 2017; and
(e)the description of our common stock, par value $1.00 per share, contained in our registration statement on Form 8-A relating to such common stock, including any further amendment or report filed for the purpose of updating such description.

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.

Bard (as defined below) is also subject to the information and reporting requirements of the Exchange Act and files periodic reports and other information with the SEC. These periodic reports and other information are available for inspection and copying at the SEC’s public reference room and by accessing the website of the SEC referred to above.

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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 combined company, or either us or Bard individually, to differ from our expectations and, with respect to “Summary—Recent Developments—Bard,” Bard’s disclosed expectations, in any forward-looking statements. For further discussion of certain of these factors, see “Risk Factors” in this prospectus supplement and in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in our future filings and Bard’s filings with the SEC. See “Where You Can Find More Information and Incorporation by Reference.”

Risks related to the pending Bard Acquisition, including our ability to complete the Bard Acquisition on anticipated terms and timing, including failure to obtain, delays in obtaining or adverse conditions contained in any required shareholder or regulatory approvals for the acquisition and potential unforeseen liabilities, our ability to successfully integrate operations and manage, expand and grow the combined company, BD’s ability to realize anticipated cost savings and margin improvements, our ability to migrate Bard’s operations from Bard owned and operated systems and processes to our owned and operated systems and processes successfully, failure to enter into or obtain, or delays in entering into or obtaining, certain agreements and consents necessary to operate the acquired business as planned, and increased expenses incurred due to activities related to the Bard Acquisition;
The outcome of any legal proceedings related to the Bard Acquisition;
The ability of the Bridge Commitment Parties (as defined herein) that have provided the Bridge Facility (as defined herein) to meet their obligations thereunder in the event we are required to draw on such bridge financing;
Our ability to raise, on terms reasonable and acceptable to us, all or a portion of the financing to replace the Bridge Facility prior to the closing of the Bard Acquisition, which, if the Bard Acquisition is ultimately not consummated or is delayed, could require us to pay significant interest expense, dividends and other costs in connection with the financing without achieving the expected benefits of the Bard Acquisition;
Our ability to consummate the Exchange Offers (as defined herein) and to receive the requisite consents sought in the related Consent Solicitations (as defined herein);
The significant additional indebtedness we expect to incur in connection with the financing of the Bard Acquisition and the impact this increased indebtedness may have on our ability to operate the combined company;
Weakness in the global economy and financial markets, which could increase the cost of operating our or Bard’s businesses, weaken demand for our or Bard’s products and services, negatively impact the prices we or Bard can charge for our respective products and services, or impair our or Bard’s ability to produce our respective products;

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Competitive factors that could adversely affect our or Bard’s operations, including new product introductions (for example, new forms of drug delivery) by our or Bard’s current or future competitors, increased pricing pressure due to the impact of low-cost manufacturers as certain competitors have established manufacturing sites or have contracted with suppliers in low-cost manufacturing locations as a means to lower their costs, patents attained by competitors (particularly as patents on our or Bard’s products expire), and new entrants into our or Bard’s markets;
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 or Bard’s operating performance;
The loss of key senior management or other associates;
The anticipated demand for our and Bard’s products, including the risk of future reductions in government healthcare funding, changes in reimbursement rates or changes in healthcare practices that could result in lower utilization rates or pricing pressures;
Our or Bard’s ability to achieve our or Bard’s respective projected level or mix of product sales, as our and Bard’s respective 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 or Bard’s products by such payers, which could reduce demand for our respective products or the price we or Bard can charge for such products;
The impact of the Patient Protection and Affordable Care Act in the United States, which implemented an excise tax on U.S. sales of certain medical devices (which has been suspended until January 1, 2018), and which could result in reduced demand for our or Bard’s products, increased pricing pressures or otherwise adversely affect our or Bard’s businesses;
Future healthcare reform in the countries in which we or Bard 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 or Bard’s products or increased pricing pressures, including the continued consolidation among healthcare providers and trends toward managed care and healthcare cost containment;
Fluctuations in the cost and availability of oil-based resins and other raw materials, as well as certain components used in our or Bard’s 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 or Bard’s information technology systems or our or Bard’s products, which could impair our or Bard’s ability to conduct business, result in the loss of our or Bard’s trade secrets or otherwise compromise sensitive information of us, Bard or our respective customers, suppliers and other business partners, or of customers’ patients, or result in product efficacy or safety concerns for certain of our or Bard’s 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 or Bard’s products, obtain coverage and adequate reimbursement for new products, or gain and maintain market approval of products, as well as the possibility of infringement claims by competitors with respect to patents or other intellectual property rights, all of which can preclude or delay commercialization of a product. Delays in obtaining necessary approvals or clearances from the 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;

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Our or Bard’s ability to penetrate or expand our or Bard’s respective operations in emerging markets, which depends on local economic and political conditions, the ability to register products in local jurisdictions and how well we or Bard are able to acquire or form strategic business alliances with local companies and make necessary infrastructure enhancements to production facilities and distribution networks. Our and Bard’s international operations also increase our and Bard’s 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 or Bard’s products and result in additional pricing pressures, as well as create potential collection risks associated with such sales;
Fluctuations in university or United States and international governmental funding and policies for life sciences research;
Fluctuations in the demand for products we or Bard 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 or Bard’s ability to manufacture our respective products (particularly where production of a product line is concentrated in one or more plants) or our or Bard’s ability to source materials or components from suppliers (including sole-source suppliers) that are needed for such manufacturing;
Pending and potential future litigation or other proceedings adverse to BD or Bard, including antitrust, product liability, mass tort liability, environmental and patent infringement, and the availability or collectability of insurance relating to any such claims;
New or changing laws and regulations affecting our or Bard’s 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 or Bard to re-register products already on the market or otherwise impact our or Bard’s ability to market our or Bard’s products. Environmental laws, particularly with respect to the emission of greenhouse gases, are also becoming more stringent throughout the world, which may increase our or Bard’s costs of operations or necessitate changes in our or Bard’s manufacturing plants or processes or those of our or Bard’s suppliers, or result in liability to us or Bard;
Product efficacy or safety concerns regarding our or Bard’s products resulting in product recalls, regulatory action on the part of the FDA or foreign counterparts, declining sales and product liability claims, particularly in light of the current regulatory environment, in which there has been increased enforcement activity by the FDA. As a result of the CareFusion Acquisition (as defined below), 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;
Risks relating to our acquisition of CareFusion (as defined below), 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 or Bard’s business or operations, including the effect on our or Bard’s reputation or demand for our respective products;

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The effect of market fluctuations on the value of assets in our or Bard’s pension plans and on actuarial interest rate and asset return assumptions, which could require us or Bard to make additional contributions to the plans or increase our or Bard’s pension plan expense;
Our or Bard’s ability to obtain the anticipated benefits of restructuring programs, if any, that we or Bard 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 or Bard’s or the combined company’s ability to achieve results described in any forward-looking statements. In addition, certain risks associated with our or Bard’s industry and business described above and elsewhere herein and in our or Bard’s public filings may become more significant following consummation of the Bard Acquisition. 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, 2016 (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 that is advancing the world of health by improving medical discovery, diagnostics and the delivery of care. We lead in patient and health care worker safety and the technologies that enable medical research and clinical laboratories. We provide innovative solutions that help advance medical research and genomics, enhance the diagnosis of infectious disease and cancer, improve medication management, promote infection prevention, equip surgical and interventional procedures, and support the management of diabetes. We partner with organizations around the world to address some of the most challenging global health issues. We have nearly 50,000 associates 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.

The Bard Acquisition

On April 23, 2017, we entered into an Agreement and Plan of Merger (the “Bard Merger Agreement”) with C. R. Bard, Inc., a New Jersey corporation (“Bard”), and Lambda Corp., a New Jersey corporation and our wholly owned subsidiary (“Merger Corp”). The Bard Merger Agreement provides, among other things, that upon the terms and subject to the conditions set forth therein, Merger Corp will merge with and into Bard, with Bard surviving as our wholly owned subsidiary (the “Bard Acquisition”).

In the Bard Acquisition, each issued and outstanding share of common stock, par value $0.25 per share of Bard (other than shares owned, directly or indirectly, by us, Bard or Merger Corp), will be converted into the right to receive (i) $222.93 in cash, without interest (the “Cash Consideration”), and (ii) 0.5077 of a validly issued, fully paid and non-assessable share of our common stock (the “Equity Consideration” and, together with the Cash Consideration, the “Bard Acquisition Consideration”). Under the terms of the Bard Merger Agreement, if the number of shares issuable as a result of the Bard Acquisition would exceed 19.9% of the issued and outstanding shares of our common stock immediately prior to the entry into Bard Merger Agreement, the Equity Consideration will be adjusted downward by the minimum extent necessary so that no more than such number of shares becomes issuable in the Bard Acquisition, and the Cash Consideration will be correspondingly increased as set forth in the Bard Merger Agreement. The total implied value of Bard Acquisition Consideration will amount to approximately $24.0 billion (based on the Company’s closing stock price as of April 21, 2017), approximately $16.1 billion of which will be in the form of Cash Consideration. Completion of the Bard Acquisition is subject to customary closing conditions, including regulatory approvals and approval of Bard’s shareholders, and is expected to close in the fall of 2017. For additional information, see “Description of the Bard Acquisition.”

There can be no assurance that we will be able to consummate the Bard Acquisition on a timely basis or at all. See “Risk Factors—Risks Related to the Bard Acquisition.” This offering is not contingent on the consummation of the Bard Acquisition.

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We believe the combination will create a highly differentiated medical technology company uniquely positioned to improve both the process of care and the treatment of disease for patients and healthcare providers. The Bard Acquisition is expected to build on our leadership position in medication management and infection prevention with an expanded offering of solutions across the care continuum.

Provides End-to-End Solutions in Medication Management and Infection Prevention. We believe the combined company combines the leadership and innovation of BD’s IV drug preparation, dispensing, delivery and administration and Bard’s vascular access segments (peripherally inserted central catheters, midlines and drug delivery ports). Bard also expands BD’s presence in infection prevention, with offerings positioned to address a substantial portion of the most costly and frequent healthcare associated infections.
Increases Opportunities in Fast Growing Clinical Areas. We believe Bard’s clinically differentiated offerings will create more meaningful scale and relevance for BD in the high-growth categories of oncology and surgery and will expand BD’s focus on the treatment of disease states beyond diabetes to include peripheral vascular disease, urology, hernia and cancer.
Expands the Company’s Global Capabilities. The transaction is expected to further accelerate the combined company’s growth outside of the United States, with opportunities to drive near-term revenue synergies, including Bard’s strong presence in vascular access and surgery driving sales of the highly complementary CareFusion portfolio. The combined company will also have a large and growing presence in emerging markets.
Strengthens Financial Profile. We expect the Bard Acquisition to accelerate top-line growth, expand BD’s addressable market opportunity, improve BD’s gross margins and generate strong cash flow.
Significant Synergies. We expect the Bard Acquisition to generate $300 million of estimated annual, pre-tax, run-rate cost synergies by fiscal year 2020, and a benefit from revenue synergies beginning in fiscal year 2019.

Financing of the Bard Acquisition

Concurrent Offering

Concurrently with this offering, we are offering, by means of a separate prospectus supplement, 12,750,000 shares of our common stock, par value $1.00 per share, for aggregate gross proceeds to us of $2.25 billion, plus up to an additional 1,275,000 shares that the underwriters of such offering have the option to purchase from us, in each case, at the public offering price of $176.50 per share. The closing of the concurrent offering is not conditioned on the closing of this offering or the consummation of the Bard Acquisition. The closing of this offering is not conditioned on the closing of the concurrent offering. For more information, see “Concurrent Offering.”

Bridge Commitment

On April 23, 2017, in connection with the execution of the Bard Merger Agreement, we entered into a commitment letter (the “Bridge Commitment Letter”) with Citigroup Global Markets Inc. (“Citi”, and such financial institution, together with Citibank, N.A., JPMorgan Chase Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., Barclays Bank PLC, Morgan Stanley Bank, N.A., Wells Fargo Bank, N.A., The Bank of Nova Scotia, U.S. Bank National Association, Standard Chartered Bank, The Bank of New York Mellon, ING Bank N.V., Dublin Branch, The Northern Trust Company and Svenska Handelsbanken AB (publ), New York Branch, being referred to as the “Bridge Commitment Parties”), pursuant to which the Bridge Commitment Parties have committed to provide a senior unsecured 364-day bridge loan facility (the “Bridge Facility”) for a total amount of $15.7 billion for the purpose of funding: (i) the Cash Consideration for the Bard Acquisition and (ii) the fees and expenses and any applicable premiums incurred in connection with the transactions contemplated by the Bard Merger Agreement. The commitments in respect of the Bridge Facility will be automatically reduced, subject to certain exceptions and limitations, on a dollar-for-dollar basis by (i) the net cash proceeds of any issuance of notes by the Company, (ii) the net cash proceeds of the incurrence by the Company of certain other indebtedness for borrowed money, (iii) the net cash proceeds from any issuance of equity by the Company, including the proceeds from the concurrent offering and the sale of the securities in this offering, (iv) the

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committed amount or (without duplication) the net cash proceeds of loans under the Term Loan Facility and (v) the net cash proceeds of certain sales of assets outside the ordinary course of business. The financing commitments of the Bridge Commitment Parties are currently undrawn and are subject to various conditions set forth in the Bridge Commitment Letter.

New Credit Facilities

On April 23, 2017, in connection with the execution of the Bard Merger Agreement, we entered into a commitment letter (the “Bank Facilities Commitment Letter”) with Citi, pursuant to which Citi has (A) committed to provide (1) $250.0 million of a senior unsecured term loan facility (the “Term Loan Facility”) expected to total up to $2.25 billion for the purpose of funding (i) a portion of the Cash Consideration for the Bard Acquisition and (ii) the fees and expenses incurred in connection therewith and (2) $250.0 million of either a refinancing or a replacement of our existing revolving credit facility, which shall result in us having a $2.25 billion senior unsecured revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Bank Facilities”), for the purpose of funding (i) general corporate needs and (ii) the redemption or repurchase of Bard’s existing 1.375% notes due 2018 (the “Bard 2018 Notes”) and (B) agreed to act as arranger for the Bank Facilities to assist in arranging commitments from other financial institutions for the remaining $2.0 billion for each Bank Facility. The financing commitments of Citi are currently undrawn and are subject to various conditions set forth in the Bank Facilities Commitment Letter, including obtaining commitments from other financial institutions for at least $2.0 billion of the Term Loan Facility. Certain of the underwriters or their affiliates have agreed to provide us with the New Credit Facilities. See “Underwriting.”

The balance of the financing in connection with the Bard Acquisition could take any of several forms or any combination of them, including but not limited to the following: (i) we may issue senior notes in the public and/or private capital markets; (ii) we may enter into one or more senior term loan facilities; (iii) we may use cash on hand; and (iv) we may draw funds under the Bridge Facility. See “Description of the Bard Acquisition.”

Exchange Offers and Consent Solicitations and Redemption

On May 5, 2017, we commenced offers to exchange (collectively, the “Exchange Offers”) any and all of the outstanding $500.0 million aggregate principal amount of Bard’s 4.400% Notes due 2021, $500.0 million aggregate principal amount of Bard’s 3.000% Notes due 2026 and $149.82 million aggregate principal amount of Bard’s 6.700% Notes due 2026 (collectively, the “Exchange Offer Notes”) for up to approximately $1.15 billion aggregate principal amount of new notes issued by BD and cash. Each new BD note will accrue interest at the same annual interest rate, have the same interest payment dates, same redemption terms and same maturity date as the existing Bard note for which it is exchanged.

In conjunction with the Exchange Offers, we are also soliciting consents (collectively, the “Consent Solicitations”), on behalf of Bard, to adopt certain proposed amendments to each of the indentures governing the Exchange Offer Notes to (i) eliminate substantially all of the restrictive covenants in the indentures and (ii) limit the reporting covenants under the indentures so that Bard is only required to comply with the reporting requirements under the Trust Indenture Act of 1939. Each Exchange Offer and Consent Solicitation is conditioned upon the completion of each other Exchange Offer and Consent Solicitation, although we may waive such condition at any time with respect to an Exchange Offer. Any waiver of a condition by us with respect to an Exchange Offer will automatically waive such condition with respect to the corresponding Consent Solicitation, as applicable.

The Exchange Offers and Consent Solicitations are being made in a private transaction pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated May 5, 2017 (the “Offering Memorandum and Consent Solicitation Statement”) and only to certain eligible holders of Exchange Offer Notes. The Exchange Offers and Consent Solicitations are initially scheduled to expire on June 5, 2017, unless extended (the “Expiration Date”), and holders who validly tender their Exchange Offer Notes prior to the Expiration Date will receive the consideration set forth in the Offering Memorandum and Consent Solicitation Statement. The Exchange Offers and Consent Solicitations are subject to certain additional conditions, including the closing of the Bard Acquisition. We may amend, modify or waive these conditions other than the condition that the Bard Acquisition shall have been consummated. Holders who validly tender their Exchange Offer Notes before the early exchange date (currently May 18, 2017) will also receive the “early tender premium” set forth in the Offering Memorandum and Consent Solicitation Statement. Subject to

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applicable law and the terms of the applicable indenture governing the Exchange Offer Notes, holders are permitted to withdraw their tendered notes and related consents upon the earlier of 5:00 p.m., New York time, on May 18, 2017 and the execution of the supplemental indenture to the corresponding series of Exchange Offer Notes implementing the applicable proposed amendments.

In addition, we expect a notice of redemption to be issued for all of the $500.0 million outstanding aggregate principal amount of the Bard 2018 Notes immediately prior to the closing of the Bard Acquisition.

This prospectus supplement is not an offer to exchange any Exchange Offer Notes and should not be construed as a notice of redemption for the Bard 2018 Notes. The Exchange Offers and Consent Solicitations are being made only by and pursuant to the Offering Memorandum and Consent Solicitation Statement. This offering is not conditioned on the consummation of the Exchange Offers and Consent Solicitations.

Use of Proceeds

We intend to use the net proceeds of this offering, together with the proceeds of the concurrent offering and borrowings under the Term Loan Facility, to finance a portion of the Cash Consideration payable in connection with the Bard Acquisition and to pay related fees and expenses. The proceeds of this offering together with the proceeds of the concurrent offering and the Term Loan Facility will reduce the commitments under the Bridge Facility. The balance of the financing in connection with the Bard Acquisition could take any of several forms or any combination of them, including but not limited to the following: (i) we may issue senior notes in the public and/or private capital markets; (ii) we may enter into one or more senior unsecured term loan facilities; (iii) we may use cash on hand; and (iv) we may draw funds under the Bridge Facility. See “Use of Proceeds.”

Bard

The information below about Bard has been derived from the periodic reports that Bard has filed with the SEC.

General

Bard and its subsidiaries are engaged in the design, manufacture, packaging, distribution and sale of medical, surgical, diagnostic and patient care devices. Charles Russell Bard founded Bard in 1907. In 1923, Bard was incorporated as C. R. Bard, Inc. and distributed an assortment of urological and surgical products. Bard became a publicly traded company in 1963 and began trading on the NYSE five years later. Currently, Bard sells a broad range of products to hospitals, individual healthcare professionals, extended care facilities and alternate site facilities on a global basis. In general, Bard’s products are intended to be used once and then discarded or either temporarily or permanently implanted. Bard participates in the markets for vascular, urology, oncology and surgical specialty products. Bard’s product strategy is based on the following tenets, which are designed to position Bard for continued growth:

Clinician Preference - Bard targets markets where clinicians drive purchasing decisions based on the benefits a product provides to patients;
Product Leadership - Bard pursues opportunities in markets where products that consistently provide superior clinical outcomes and medical economic value can attain a leadership position;
Market Growth - Bard focuses its investments in fast-growing and/or under-served markets;
Competitive Advantage - Bard strives to achieve a sustainable competitive advantage through product quality and innovation, intellectual property protection and a core competency in managing complex clinical and regulatory requirements; and
Product Diversity - Bard offers a broad, diverse product portfolio to balance the risks inherent in the highly competitive and complex medical device industry.

Bard’s execution of this strategy has helped Bard establish market leadership positions across its four product group categories.

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Product Group Information

Bard reports its sales in four major product group categories: vascular, urology, oncology and surgical specialties. Bard also has a product group of other products. The following table sets forth for the three years ended December 31, 2016, 2015 and 2014 the approximate percentage contribution by category to Bard’s consolidated net sales on a worldwide basis.

 
For the Years Ended December 31,
 
2016
2015
2014
Vascular
 
27
%
 
28
%
 
28
%
Urology
 
26
%
 
25
%
 
25
%
Oncology
 
27
%
 
27
%
 
27
%
Surgical Specialties
 
17
%
 
17
%
 
17
%
Other
 
3
%
 
3
%
 
3
%
Consolidated net sales
 
100
%
 
100
%
 
100
%

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 low-profile catheter and high-pressure balloon technology has made Conquest®, Atlas® and Dorado® PTA catheters leading choices of clinicians for the treatment of arterial venous access stenosis and other PVDs. Bard began selling the Lutonix® drug-coated PTA balloon for the treatment and prevention of vascular disease in Europe in 2012 and in the United States in October 2014, upon receipt of regulatory approval from the FDA. Bard’s Ultraverse® and VascuTrak® PTA catheters and Crosser™ CTO catheter give Bard one of the broadest offerings in the small-vessel segment of the PVD market. Bard’s line of peripheral vascular stents, covered stents and vascular grafts includes the Flair® AV (arterial venous) Access Stent Graft, E•Luminexx® and LifeStar® Iliac Stents, and the LifeStent® family of stents 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 with market leading products including GlidePath™, Equistream®, Decathlon®, Hickman® and Reliance® catheters. Bard also offers a market leading portfolio of automatic core needle biopsy devices including MaxCore®, Magnum®, the Mission™ lightweight semi-automatic biopsy device and the Marquee™ disposable core biopsy instrument. Bard’s Vacora® and Finesse® devices combine the benefits of a vacuum-assisted biopsy technology with a portable, self-contained needle system for the diagnosis of breast tumors. Bard offers a wide variety of products across the percutaneous breast biopsy and tissue marker segments. The EnCor® and EnCor Enspire® breast biopsy systems allow for ultrasound-, stereotactic- and MRI-guided breast biopsy procedures, and Bard’s breast tissue markers include the SenoMark®, StarchMark®, Gel Mark®, UltraClip® and UltraCor® product lines. In 2014, Bard began recording revenue related to royalty payments received from W.L. Gore & Associates Inc.

Urology Products

Bard’s urology products include basic urology drainage products, fecal and urinary continence products, urological specialty products and Targeted Temperature Management™ products. The Foley catheter, which Bard introduced in 1934, remains one of the most frequently used products in the urology field. Bard has a market-leading position in Foley catheters, including the infection control Foley catheter (Bardex® I.C. Foley catheter), which has been proven to substantially reduce the rate of urinary tract infections. 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 markets the proprietary line of StatLock® catheter stabilization devices, which are used primarily to secure peripheral intravenous catheters, thereby reducing restarts and other complications. These devices are also used to

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secure many other types of catheters sold by Bard and other companies, including Foley catheters. In addition, Bard markets the Arctic Sun® system with proprietary ArcticGel™ pads providing therapy for patients requiring Targeted Temperature Management™.

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’s specialty vascular access products serve a well-established market in which Bard holds a leading position. The features and benefits of Bard’s broad line of peripherally inserted central catheters (“PICCs”) have allowed Bard to capitalize on this important segment of the specialty vascular access market. 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 Sherlock™ 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 System™ can be used in place of imaging technologies such as x-rays to confirm proper placement of the PICC prior to treatment. Both Sherlock™ and Sherlock 3CG™ can be integrated into the Site Rite® system facilitating bedside placement. 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 including the Perfix® Plug and 3D Max® product lines. Bard has products for the repair of ventral (abdominal) hernias including the Ventrio®, Ventrio® ST, Ventralex®, Ventralex® ST and Ventralight® ST synthetic grafts. In addition, Bard markets the ECHO PS® Positioning System which helps facilitate mesh deployment in laparoscopic surgical repair. Bard also markets the Phasix™ line of products for both inguinal and ventral hernias. The product incorporates advanced polymer technology based on a fully resorbable platform that is resorbed naturally by the body over time. Bard’s Phasix™ ST incorporates an anti-adhesion layer allowing for laparoscopic placement. Bard’s line of natural-tissue products includes the XenMatrix® and Allomax® grafts 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’s hernia fixation devices include OptiFix™, a bioresorbable-tack fixation device and Capsure®, a permanent fixation device for use in laparoscopic and open surgical procedures. 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 Arista® AH hemostat product line complements Bard’s Progel© surgical sealant technology and is a plant based hemostat that is used as an adjunct to mechanical techniques to control bleeding in a variety of surgical procedures.

International

Bard markets its products through subsidiaries to customers in over 100 countries outside the United States. The products sold in the international markets include many of the products described above. However, the principal markets, products and methods of distribution in Bard’s international businesses vary with market size and stage of development. Bard’s principal international markets are currently in Europe, China and Japan. Approximately 72% of international sales are of products manufactured by Bard in the United States, Puerto Rico or Mexico.

Bard’s foreign operations are subject to certain financial and other risks, and international operations in general present complex tax and cash management issues. Relationships with customers and effective terms of sale frequently vary by country. Trade receivable balances outside the United States generally are outstanding for longer periods than in the United States, particularly in Europe. Inventory management is also an important business concern due to the potential for rapidly changing business conditions and currency exposure. Foreign currency exchange rate fluctuations can affect income and cash flows of international operations. Bard attempts to hedge some of these currency exposures to help reduce the effects of foreign exchange fluctuations on the business.

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THE OFFERING

The summary below contains basic information about this offering. It does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus supplement and accompanying prospectus and the information included or incorporated and deemed to be incorporated by reference herein and therein before making an investment decision. As used in this section, except where otherwise indicated, the terms “us,” “we” and “our” refer to Becton, Dickinson and Company and not to any of its subsidiaries.

Issuer
Becton, Dickinson and Company, a New Jersey corporation.
Securities offered
45,000,000 Depositary Shares, each of which represents a 1/20th interest in a share of the 6.125% Mandatory Convertible Preferred Stock, Series A, par value $1.00 per share. Each Depositary Share entitles the holder of such Depositary Share, through the bank depositary, to a proportional fractional interest in the rights and preferences of such share of Mandatory Convertible Preferred Stock, including conversion, dividend, liquidation and voting rights, subject to the terms of the deposit agreement.
Number of depositary shares to be outstanding after this offering
45,000,000 shares(1).
Liquidation preference
$1,000 per share of Mandatory Convertible Preferred Stock (equivalent to $50 per Depositary Share).
Public offering price
$50 per Depositary Share.
Underwriters’ option
We have granted the underwriters a 30-day overallotment option to purchase up to 4,500,000 additional Depositary Shares (representing 10% of the Depositary Shares being offered) at the public offering price, less the underwriting discounts and commissions.
Dividends
6.125% of the initial liquidation preference of $1,000 for each share of Mandatory Convertible Preferred Stock per annum. Dividends will accrue and accumulate from the date of issuance and, to the extent lawful and declared by our board of directors or an authorized committee thereof, will be paid on the first business day of each of February, May, August and November in cash or, at our election (subject to certain limitations), by delivery of any combination of cash and shares of our common stock. Dividends that are declared will be payable on the dividend payment dates to the holders of record of the Mandatory Convertible Preferred Stock on the 15th calendar day of the month immediately preceding the month in which such dividend payment falls.

The dividend payable on the first dividend payment date (August 1, 2017), if declared, is expected to be approximately $13.1007 per share of Mandatory Convertible Preferred Stock (equivalent to $0.6550 per Depositary Share), and on each subsequent dividend payment date, if declared, will be $15.3125 per share of Mandatory Convertible Preferred Stock (equivalent to $0.7656 per Depositary Share). Accumulated and unpaid dividends for any past dividend period will not bear interest. See “Description of Mandatory Convertible Preferred Stock—Dividends.”

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If we elect to make any such payment of a declared dividend, or any portion thereof, in shares of our common stock, such shares shall be valued for such purpose at the average VWAP per share of our common stock (as defined under “Description of Mandatory Convertible Preferred Stock—Definitions”) over the five consecutive trading day period commencing on and including the seventh scheduled trading day immediately preceding the applicable dividend payment date (the “dividend payment average price”), multiplied by 97%. In no event will the number of shares of our common stock delivered in connection with any declared dividend, including any declared dividend payable in connection with a conversion, exceed a number equal to the total dividend payment divided by $61.78, which amount represents 35% of the initial price (as defined below), subject to adjustment in a manner inversely proportional to any anti-dilution adjustment to each fixed conversion rate (such dollar amount, as adjusted, the “floor price”). To the extent that the amount of the declared dividend exceeds the product of the number of shares of our common stock delivered in connection with such declared dividend and 97% of the dividend payment average price, we will, if we are legally able to do so, pay such excess amount in cash.

The offering price of our common stock in the concurrent offering is $176.50 (the “initial price”).

Dividend payment dates
The first business day of each of February, May, August and November of each year, commencing on August 1, 2017 and to, and including, May 1, 2020.
Ranking
The Mandatory Convertible Preferred Stock will rank with respect to dividend rights and the rights to distribution of assets upon our liquidation, dissolution or winding-up:
senior to all of our common stock (including the common stock offered in the concurrent offering) and to each other class of capital stock or series of preference or preferred stock established after the issue date of the Mandatory Convertible Preferred Stock, the terms of which do not expressly provide that such class or series ranks senior to, or on a parity with, the Mandatory Convertible Preferred Stock as to dividend rights and/or rights to distribution of assets upon our liquidation, dissolution or winding-up;
equally with any class of capital stock or series of preferred stock established after the issue date, the terms of which expressly provide that such class or series will rank equally with the Mandatory Convertible Preferred Stock as to dividend rights and/or rights to distribution of assets upon our liquidation, dissolution or winding-up, in each case without regard to whether dividends accrue cumulatively or non-cumulatively;

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junior to each class of capital stock or series of preferred stock established after the issue date, the terms of which expressly provide that such class or series will rank senior to the Mandatory Convertible Preferred Stock as to dividend rights and/or rights to distribution of assets upon our liquidation, dissolution or winding-up; and
junior to our and our subsidiaries’ existing and future indebtedness (including trade payables).

For information concerning the ranking of the Mandatory Convertible Preferred Stock, see “Description of Mandatory Convertible Preferred Stock—Ranking.”

In addition, the Mandatory Convertible Preferred Stock, with respect to dividend rights or rights to distribution of assets upon our liquidation, winding-up or dissolution, will be structurally subordinated to existing and future indebtedness of our subsidiaries.

As of March 31, 2017, on a pro forma basis to give effect to the Bard Acquisition and the other events described under “Unaudited pro forma condensed combined financial information,” we would have had a total of approximately $22.5 billion of outstanding indebtedness on a consolidated basis, including long-term debt, short-term debt and long-term financial obligations. We have the ability to, and may incur, additional indebtedness in the future. See “Unaudited pro forma condensed combined financial information.”

Acquisition termination redemption
If the Bard Acquisition has not closed on or before April 23, 2018, the Bard Merger Agreement (as such term is defined under “Summary”) is terminated or if we determine in our reasonable judgment that the Bard Acquisition will not occur, we may, in our sole discretion, give notice of acquisition termination redemption to the holders of the shares of Mandatory Convertible Preferred Stock. If we provide such notice, then, on the acquisition termination redemption date (as defined herein), we will be required to redeem the shares of Mandatory Convertible Preferred Stock, in whole but not in part, at a redemption amount per share of Mandatory Convertible Preferred Stock equal to the acquisition termination make-whole amount described herein. If we redeem shares of the Mandatory Convertible Preferred Stock held by the bank depositary, the bank depositary will redeem, on the acquisition termination redemption date, the Depositary Shares at the Depositary Shares redemption price described herein. See “Description of Mandatory Convertible Preferred Stock—Acquisition termination redemption” and “Description of Depositary Shares—Redemption.”

If redeemed, we will pay the acquisition termination make-whole amount in cash unless the acquisition termination share price described herein is greater than the initial price. If the acquisition termination share price is

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greater than the initial price, we will pay the acquisition termination make-whole amount in shares of our common stock and cash, unless we elect, subject to certain limitations, to pay cash or shares of our common stock in lieu of such amounts. See “Description of Mandatory Convertible Preferred Stock—Acquisition termination redemption.”

Other than pursuant to the provisions described in this prospectus supplement, neither the shares of Mandatory Convertible Preferred Stock nor the Depositary Shares will be redeemable by us. See “Description of Mandatory Convertible Preferred Stock—Acquisition termination redemption.”

Mandatory conversion date
May 1, 2020.
Mandatory conversion
Unless previously converted as described under “Description of Mandatory Convertible Preferred Stock—Conversion rights—Early conversion at the option of the holder” or “Description of Mandatory Convertible Preferred Stock—Conversion rights—Early conversion at the option of the holder upon a fundamental change” or redeemed as described under “Description of Mandatory Convertible Preferred Stock—Acquisition termination redemption,” on the mandatory conversion date (subject to postponement in certain cases), each then outstanding share of Mandatory Convertible Preferred Stock will automatically convert into a number of shares of our common stock based on the conversion rate described below, and each Depositary Share will be entitiled to receive a number of shares of common stock equal to a proportionate fractional interest in such shares of common stock. See “Description of Mandatory Convertible Preferred Stock—Conversion rights—Mandatory conversion.”

If we declare a dividend for the dividend period ending on the mandatory conversion date, we will pay such dividend to the holders presenting the Mandatory Convertible Preferred Stock for conversion. If, prior to the mandatory conversion date, we have not declared all or any portion of the accumulated dividends on the Mandatory Convertible Preferred Stock, the conversion rate will be adjusted so that holders receive an additional number of shares of our common stock equal to the amount of such accumulated dividends (such amount, the “additional conversion amount”) divided by the greater of the floor price and 97% of the dividend payment average price. To the extent that the additional conversion amount exceeds the product of the number of additional shares and the applicable market value, we will, if we are legally able to do so, declare and pay such excess amount in cash pro rata to the holders of the Mandatory Convertible Preferred Stock.

Mandatory conversion rate
The conversion rate for each share of the Mandatory Convertible Preferred Stock will be not more than 5.6657 shares of our common stock and not less than 4.7214 shares of our common stock (the “maximum

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conversion rate” and “minimum conversion rate,” respectively) (and, correspondingly, the conversion rate per Depositary Share will be not more than 0.2833 shares of our common stock and not less than 0.2361 shares of our common stock), depending on the applicable market value (as defined below) of our common stock, subject to certain anti-dilution adjustments.

The “applicable market value” of our common stock is the average VWAP per share of our common stock for the 20 consecutive trading day period commencing on and including the 22nd scheduled trading day immediately preceding May 1, 2020.

The following table illustrates the conversion rate per share of the Mandatory Convertible Preferred Stock, subject to adjustment as described under “Description of Mandatory Convertible Preferred Stock—Conversion rights—Conversion rate adjustments,” in this prospectus supplement, based on the applicable market value of our common stock on the mandatory conversion date (subject to postponement in certain cases):

Applicable Market Value of our
Common Stock on the
Mandatory Conversion Date
Conversion Rate Per Share of the
Mandatory Convertible
Preferred Stock
Less than or equal to the initial price.
5.6657 shares of our common stock.
Greater than the initial price and less than $211.80 (the “threshold appreciation price”).
Between 4.7214 and 5.6657 shares, determined by dividing $1,000 by the applicable market value of our common stock.
Equal to or greater than the threshold appreciation price.
4.7214 shares of our common stock.

The following table illustrates the conversion rate per Depositary Share, subject to anti-dilution adjustments corresponding to those described under “Description of Mandatory Convertible Preferred Stock—Conversion rights—Conversion rate adjustments,” in this prospectus supplement:

Applicable Market Value of our
Common Stock on the
Mandatory Conversion Date
Conversion Rate Per
Depositary Share
Less than or equal to the initial price.
0.2833 shares of our common stock.
Greater than the initial price and less than the threshold appreciation price.
Between 0.2361 and 0.2833 shares, determined by dividing $50 by the applicable market value of our common stock.
Equal to or greater than the threshold appreciation price.
0.2361 shares of our common stock.

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Early conversion at the option of the holder
At any time prior to May 1, 2020, other than during a fundamental change conversion period (as defined below), and unless we have redeemed the Mandatory Convertible Preferred Stock, a holder of at least 20 Depositary Shares may, at any time prior to the mandatory conversion date, elect to cause the bank depositary to convert all or any portion of such holder’s shares of Mandatory Convertible Preferred Stock, on such holder’s behalf, into shares of our common stock, at the minimum conversion rate of 4.7214 shares of our common stock per share of the Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments. See “Description of Mandatory Convertible Preferred Stock—Conversion rights—Early conversion at the option of the holder” in this prospectus supplement. Because each Depositary Share represents 1/20th fractional interest in a share of the Mandatory Convertible Preferred Stock, a holder of Depositary Shares may convert its Depositary Shares only in lots of 20 Depositary Shares.

If, as of the effective date of any early conversion (the “early conversion date”), we have not declared all or any portion of the accumulated dividends for all dividend periods ending on a dividend payment date prior to such early conversion date, the conversion rate for such early conversion will be adjusted so that converting holders receive an additional number of shares of our common stock equal to such amount of accumulated and unpaid dividends for such prior dividend periods, divided by the greater of the floor price and the average VWAP per share of our common stock over the 20 consecutive trading day period commencing on and including the 22nd scheduled trading day immediately preceding the early conversion date (the “early conversion average price”). To the extent that the cash amount of the accumulated and unpaid dividends for all dividend periods ending on a dividend payment date prior to the relevant conversion date exceeds the product of the number of additional shares added to the conversion rate and the early conversion average price, we will not have any obligation to pay the shortfall in cash.

Early conversion at the option of the holder upon a fundamental change
Upon the occurrence of a fundamental change (as defined under “Description of Mandatory Convertible Preferred Stock—Conversion rights—Early conversion at the option of the holder upon a fundamental change”) prior to May 1, 2020, under certain circumstances we will deliver or pay to a holder of at least 20 Depositary Shares who elects to cause the bank depositary to convert all or a portion of such holder’s shares of Mandatory Convertible Preferred Stock, on such holder’s behalf, during the period from, and including, the effective date of the fundamental change to, but excluding, the earlier of (A) the mandatory conversion date and (B) the date selected by us that is not less than 30 and not more than 60 days after the effective date of such fundamental change (the “fundamental change conversion period”), a number of shares of our common stock or, if the

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fundamental change also constitutes a reorganization event, units of exchange property (as defined under “Description of Mandatory Convertible Preferred Stock—Recapitalizations, reclassifications and changes of our common Stock”), determined using the applicable fundamental change conversion rate. The fundamental change conversion rate will be determined based on the effective date of the fundamental change and the price per share of our common stock paid or deemed paid in such fundamental change (the “stock price”). Because each Depositary Share represents a 1/20th fractional interest in a share of Mandatory Convertible Preferred Stock, a holder of Depositary Shares may convert its Depositary Shares upon a fundamental change only in lots of 20 Depositary Shares.

Holders who so cause the bank depositary to convert their Mandatory Convertible Preferred Stock within the fundamental change conversion period will also receive a “fundamental change dividend make-whole amount,” in cash or in shares of our common stock or a combination thereof, equal to the present value (computed using a discount rate of 3.25% per annum) of all remaining dividend payments on their shares of the Mandatory Convertible Preferred Stock (excluding any accumulated and unpaid dividends for all dividend periods ending on or prior to the dividend payment date immediately preceding the effective date of the fundamental change as well as dividends accumulated to the effective date of the fundamental change) from such effective date to, but excluding, the mandatory conversion date. If we elect to pay the fundamental change dividend make-whole amount in shares of our common stock in lieu of cash, the number of shares of our common stock that we will deliver will equal (x) the fundamental change dividend make-whole amount divided by (y) the greater of the floor price and 97% of the stock price.

In addition, to the extent that, as of the effective date of the fundamental change, we have not declared any or all of the accumulated dividends on the Mandatory Convertible Preferred Stock as of such effective date (including accumulated and unpaid dividends for all dividend periods ending on or prior to the dividend payment date immediately preceding the effective date of the fundamental change as well as dividends accumulated to the effective date of the fundamental change, the “accumulated dividend amount”), upon conversion, holders who so cause the bank depositary to convert Mandatory Convertible Preferred Stock within the fundamental change conversion period will be entitled to receive such accumulated dividend amount in cash (to the extent we are legally permitted to do so) or shares of our common stock, or any combination thereof at our election. If we elect to pay the accumulated dividend amount in shares of our common stock in lieu of cash, the number of shares of our common stock that we will deliver will equal (x) the accumulated dividend amount divided by (y) the greater of the floor price and 97% of the stock price.

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To the extent that the fundamental change dividend make-whole amount or accumulated dividend amount or any portion thereof paid in shares of our common stock exceeds the product of the number of additional shares we deliver in respect thereof and 97% of the stock price, we will, if we are legally able to do so, declare and pay such excess amount in cash. See “Description of Mandatory Convertible Preferred Stock—Conversion rights—Conversion at the option of the holder upon a fundamental change—Fundamental change dividend make-whole amount and accumulated dividend amount.”

Conversion rate adjustments
Each of the minimum conversion rate, the maximum conversion rate, the initial price, the threshold appreciation price, the floor price, the applicable market value, the fundamental change conversion rate and the stock price for purposes of a fundamental change, among other terms (and, as applicable, corresponding terms of the Depositary Shares), will be adjusted upon the occurrence of certain events and transactions. See “Description of Mandatory Convertible Preferred Stock—Conversion rights—Conversion rate adjustments.”
Voting rights
Except as required by law or our Restated Certificate of Incorporation, as amended (our “Certificate of Incorporation”), which will include the Certificate of Amendment (as defined under “Description of Mandatory Convertible Preferred Stock”) for the Mandatory Convertible Preferred Stock, the Mandatory Convertible Preferred Stock will have no voting rights.

Whenever, at any time or times, dividends payable on the shares of the Mandatory Convertible Preferred Stock have not been paid for an aggregate of six or more dividend periods, whether or not consecutive, the holders of the Mandatory Convertible Preferred Stock will have the right (voting separately as a class with all other parity stock upon which like voting rights have been conferred and are exercisable (voting in proportion to their respective liquidation preferences)) to elect two directors to our board of directors at the next annual meeting or special meeting of our stockholders and at each subsequent annual meeting or special meeting of our stockholders until all accumulated and unpaid dividends have been paid in full on the Mandatory Convertible Preferred Stock.

The affirmative consent of holders of at least two-thirds in voting power of the outstanding shares of the Mandatory Convertible Preferred Stock and all other preferred stock or securities of equal ranking having similar voting rights (voting in proportion to their respective liquidation preferences) will be required for certain matters which may impact the Mandatory Convertible Preferred Stock, but not necessarily all such matters. For more information about

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voting rights, see “Description of Mandatory Convertible Preferred Stock—Voting rights” and “Description of Depositary Shares—Voting the Mandatory Convertible Preferred Stock.”

Use of proceeds
We estimate that the net proceeds from this offering will be approximately $2.2 billion (or approximately $2.4 billion if the underwriters exercise their overallotment option to purchase additional Depositary Shares in full), after deducting the underwriters’ discounts and commissions and estimated offering expenses.

We intend to use the proceeds of this offering, together with the proceeds of the concurrent offering and borrowings under the Term Loan Facility, to finance a portion of the Cash Consideration payable in connection with the Bard Acquisition and to pay related fees and expenses. See “Description of the Bard Acquisition” and “Use of Proceeds.”

Neither this offering nor the concurrent offering is conditioned on the consummation of the Bard Acquisition, and there can be no assurance that the Bard Acquisition will be consummated on the terms described herein or at all. If the Bard Acquisition is not consummated, we intend to use the proceeds of this offering and the proceeds of the concurrent offering, net of certain fees and expenses and net of the aggregate redemption amount paid in cash if we choose to exercise our acquisition termination option to redeem all of the Mandatory Convertible Preferred Stock and thereby all of the Depositary Shares offered hereby, for general corporate purposes, which may include acquisitions, share repurchases or debt repayment.

U.S. federal income tax considerations
The U.S. federal income tax considerations of the purchase, ownership and disposition of the Depositary Shares and any common stock received upon their conversion are described in “U.S. Federal Income Tax Considerations.” Prospective investors are urged to consult their tax advisors regarding the tax considerations of the purchase, ownership and disposition of the Depositary Shares and any common stock received upon their conversion in light of their personal investment circumstances.
Book-entry delivery and form
Initially, the Depositary Shares will be represented by one or more permanent global certificates in definitive, fully registered form deposited with a custodian for, and registered in the name of, a nominee of DTC. See “Description of Depositary Shares—Book-entry, settlement and clearance.” Beneficial interests in the permanent global certificates will be shown on, and transfers will be effected only through, records maintained by DTC or its nominee and any such interest may not be exchanged for certificated securities, except in limited circumstances.
Listing
We have applied to list the Depositary Shares on the NYSE under the symbol “BDXA”. Our common stock is listed on the NYSE under the symbol “BDX.”

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Concurrent offering of common stock
Concurrently with this offering, we are offering, by means of a separate prospectus supplement, 12,750,000 shares of our common stock for aggregate gross proceeds to us of $2.25 billion, plus up to an additional 1,275,000 shares of our common stock that the underwriters of such offering have the option to purchase from us, in each case, at the public offering price of $176.50 per share of common stock.

The closing of the concurrent offering is not conditioned on the closing of this offering or the consummation of the Bard Acquisition. The closing of this offering is not conditioned on the closing of the concurrent offering.

Bank depositary
Computershare Inc. and its wholly owned subsidiary Computershare Trust Company, N.A. are jointly the bank depositary for the Depositary Shares.
Transfer agent and registrar
The transfer agent and registrar for our Mandatory Convertible Preferred Stock and our Common Stock is Computershare Trust Company, N.A.
(1)Immediately after the consummation of the concurrent offering, we will have 226,077,517 shares of our common stock outstanding, based on 213,327,517 shares of our common stock outstanding as of May 1, 2017 plus the shares that we are offering in the concurrent offering but excluding:
1,275,000 shares of our common stock issuable on the exercise of the underwriters’ option to purchase additional shares of our common stock in the concurrent offering;
shares of our common stock issuable upon conversion of the Mandatory Convertible Preferred Stock represented by the Depositary Shares to be issued in this offering;
an aggregate of approximately 10,890,606 shares of our common stock reserved for issuance under our various share-based and deferred compensation plans as of May 1, 2017; and
shares issuable in connection with the Bard Acquisition.

Except as otherwise noted, all information in this prospectus supplement assumes that the underwriters’ overallotment option to purchase additional Depositary Shares is not exercised in this offering and the underwriters in the concurrent offering do not exercise their option to purchase additional shares of our common stock in the concurrent offering.

Risk Factors

In evaluating an investment in the Depositary Shares, prospective investors should carefully consider the risk factors and other cautionary statements contained in this prospectus supplement, including those described under “Risk Factors” beginning on page S-29, as well as the risk factors described in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2016, along with the other information set forth or incorporated by reference in this prospectus supplement, including our Quarterly Reports on Form 10-Q incorporated by reference herein.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF BECTON DICKINSON

The following summary historical consolidated financial information for each of the six months ended March 31, 2017 and 2016 has been derived from our unaudited interim consolidated financial statements incorporated by reference into this prospectus supplement and the accompanying prospectus. In the opinion of our management, all adjustments considered necessary for a fair presentation of such interim financial information have been included. The following summary historical consolidated financial information as of September 30, 2016 and 2015 and for each of the years in the three-year period ended September 30, 2016 has been derived from our audited consolidated financial statements incorporated by reference into this prospectus supplement and the accompanying prospectus. The following summary historical consolidated balance sheet data as of March 31, 2016 and September 30, 2014 has been derived from our consolidated financial statements not included or incorporated by reference into this prospectus supplement and the accompanying prospectus. Our operating results for the six months ended March 31, 2017 are not necessarily indicative of the results to be expected for any future periods.

On March 17, 2015, we completed the acquisition of Carefusion Corporation (“Carefusion”) in which we acquired a 100% interest in Carefusion (the “Carefusion Acquisition”). Accordingly, our operating results for the periods following the CareFusion Acquisition may not be comparable to the periods prior to the CareFusion Acquisition.

This information is only a summary and should be read in conjunction with our management’s discussion and analysis of financial condition and results of operations incorporated by reference into this prospectus supplement and the accompanying prospectus and the historical consolidated financial statements and the notes thereto referred to above. See “Where You Can Find More Information and Incorporation by Reference” in this prospectus supplement.

 
As of and For the
Six Months Ended
March 31,
As of and For the Year Ended
September 30,
($ in millions except per share data)
2017
2016
2016
2015
2014
Statement of Income Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
$
5,892
 
$
6,054
 
$
12,483
 
$
10,282
 
$
8,446
 
Cost of Products Sold
 
3,007
 
 
3,162
 
 
6,492
 
 
5,587
 
 
4,145
 
Selling and Administrative Expense
 
1,432
 
 
1,480
 
 
3,005
 
 
2,563
 
 
2,145
 
Research and Development Expense
 
368
 
 
369
 
 
828
 
 
632
 
 
550
 
Acquisitions and Other Restructurings
 
163
 
 
225
 
 
728
 
 
426
 
 
 
Other Operating (Income) Expense
 
(335
)
 
 
 
 
 
 
 
 
Total Operating Costs and Expenses
 
4,635
 
 
5,236
 
 
11,053
 
 
9,207
 
 
6,840
 
Operating Income
 
1,257
 
 
818
 
 
1,430
 
 
1,074
 
 
1,606
 
Interest Expense
 
(181
)
 
(196
)
 
(388
)
 
(371
)
 
(135
)
Interest Income
 
12
 
 
9
 
 
21
 
 
15
 
 
46
 
Other income (expense), net
 
(34
)
 
11
 
 
11
 
 
21
 
 
5
 
Income Before Income Taxes
 
1,054
 
 
642
 
 
1,074
 
 
739
 
 
1,522
 
Income Tax Provision
 
149
 
 
75
 
 
97
 
 
44
 
 
337
 
Net Income
$
905
 
$
567
 
$
976
 
$
695
 
$
1,185
 
Basic Earnings Per Share
$
4.24
 
$
2.67
 
$
4.59
 
$
3.43
 
$
6.13
 
Diluted Earnings Per Share
$
4.15
 
$
2.62
 
$
4.49
 
$
3.35
 
$
5.99
 
Balance Sheet Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Current Assets(1)
$
4,891
 
$
6,612
 
$
6,367
 
$
5,659
 
$
5,775
 
Total Assets(1)
 
24,121
 
 
26,236
 
 
25,586
 
 
26,478
 
 
12,384
 
Short-term Debt
 
1,224
 
 
1,651
 
 
1,001
 
 
1,452
 
 
203
 
Total Current Liabilities(1)
 
4,018
 
 
4,380
 
 
4,400
 
 
4,381
 
 
2,225
 
Long-term Debt
 
9,082
 
 
10,864
 
 
10,550
 
 
11,370
 
 
3,768
 
Total Shareholders’ Equity
 
7,963
 
 
7,666
 
 
7,633
 
 
7,164
 
 
5,053
 

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As of and For the
Six Months Ended
March 31,
As of and For the Year Ended
September 30,
($ in millions except per share data)
2017
2016
2016
2015
2014
 
(unaudited)
 
 
 
Other Data(2):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EBITDA(a)
$
1,758
 
$
1,407
 
$
2,575
 
$
2,001
 
$
2,219
 
Adjusted Revenues(b)
 
5,892
 
 
6,054
 
 
12,497
 
 
10,302
 
 
8,446
 
Adjusted Earnings Per Share(c)
 
4.63
 
 
4.13
 
 
8.59
 
 
7.16
 
 
6.50
 
Free Cash Flow(d)
 
761
 
 
751
 
 
1,841
 
 
1,097
 
 
1,093
 
(1)Amounts as of September 30, 2014 reflect the adoption of an accounting standard update that requires all deferred tax assets and liabilities to be reported as non-current in the consolidated balance sheets.
(2)EBITDA, adjusted revenues, adjusted earnings per share, and free cash flow are non-GAAP financial measures which are defined in the accompanying footnotes below. Reconciliations of the differences between these non-GAAP financial measures and their most comparable financial measures calculated and presented in accordance with GAAP are also set forth below.

Management provides non-GAAP measures to investors on a supplemental basis in addition to GAAP results, as these measures provide additional insight into the Company's financial results. Management believes the non-GAAP results provide a reasonable measure of the Company's underlying performance before the effects of items that are considered by management to be outside of the Company's underlying operational results or that affect period to period comparability. However, non-GAAP results should not be considered in isolation and are not in accordance with, or a substitute for, GAAP results. Also, the Company’s non-GAAP results may differ from similar measures used by other companies, even if similar terms are used to identify such measures. Although management believes non-GAAP results are useful in evaluating the performance of its business, its reliance on these measures is limited since items excluded from such measures may have a material impact on the Company's net income, earnings per share or cash flows calculated in accordance with GAAP. Therefore, management typically uses non-GAAP results in conjunction with GAAP results to address these limitations. Investors should also consider these limitations when evaluating the Company's results.

Management uses each of these non-GAAP measures in its own evaluation of the Company's performance, particularly when comparing performance to past periods and to the performance of peer companies. Management also uses the non-GAAP results for budget planning purposes on a quarterly and annual basis.

While we utilize these non-GAAP financial measures in managing and analyzing our business and financial condition and believe they are useful to management and to investors for the reasons described above, these non-GAAP measures have certain shortcomings. Management compensates for the shortcomings by utilizing EBITDA, adjusted revenues, adjusted earnings per share and free cash flow in conjunction with comparable GAAP financial measures. The information presented in this section should be read in conjunction with the consolidated financial statements and the related notes incorporated by reference in this prospectus supplement and the accompanying prospectus.

a)EBITDA is defined as net income plus interest expense, taxes, depreciation and amortization. The following are the components of EBITDA for the six months ended March 31, 2017 and 2016 and for each of the years in the three-year period ended September 30, 2016.
 
For the Six Months Ended
March 31,
For the Year Ended
September 30,
($ in millions)
2017
2016
2016
2015
2014
 
(unaudited)
(unaudited)
Net income
$
905
 
$
567
 
$
976
 
$
695
 
$
1,185
 
Interest expense
 
181
 
 
196
 
 
388
 
 
371
 
 
135
 
Income taxes
 
149
 
 
75
 
 
97
 
 
44
 
 
337
 
Depreciation and amortization
 
523
 
 
569
 
 
1,114
 
 
891
 
 
562
 
EBITDA
$
1,758
 
$
1,407
 
$
2,575
 
$
2,001
 
$
2,219
 
b)Adjusted revenue is defined as revenue as reported, adjusted for the amortization of a write-down of CareFusion's deferred revenue, which was written down in the related purchase price allocation as a fair value-based adjustment. The deferred revenue adjustments relate to revenue for software maintenance contracts in the United States that are typically deferred and recognized over the term of the contracts. These write downs served to lower reported revenues for these periods, and management makes these adjustments so investors can better understand the Company’s underlying revenue growth rates. See the table presented below for a reconciliation of revenues as reported to adjusted revenues for the six months ended March 31, 2017 and 2016 and for each of the years in the three-year period ended September 30, 2016.
 
For the Six Months Ended
March 31,
For the Year Ended
September 30,
($ in millions)
2017
2016
2016
2015
2014
 
(unaudited)
(unaudited)
Revenues as reported
$
5,892
 
$
6,054
 
$
12,483
 
$
10,282
 
$
8,446
 
Deferred revenue adjustment
 
 
 
 
 
14
 
 
20
 
 
 
Adjusted revenues
$
5,892
 
$
6,054
 
$
12,497
 
$
10,302
 
$
8,446
 

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c)Adjusted earnings per share is defined as adjusted net income divided by the number of diluted weighted average shares outstanding. Management presents adjusted earnings per share after adjusting net income for items that management believes affect the comparability of the periods presented. The accompanying footnotes to the table below describe the adjustments used by management to arrive at adjusted net income. These items are not considered by management to be part of the Company's ordinary operations, and these adjustments allow investors to better understand the underlying operating results of the Company and facilitate comparisons between the periods shown. See the table presented below for a reconciliation of net income as reported to adjusted earnings per share presented for the six months ended March 31, 2017 and 2016 and for each of the years in the three-year period ended September 30, 2016.
 
For the Six Months Ended
March 31,
For the Year Ended
September 30,
$ and shares in millions
2017
2016
2016
2015
2014
 
(unaudited)
(unaudited)
Net income as reported
$
905
 
$
567
 
$
976
 
$
695
 
$
1,185
 
Adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase accounting adjustments(1)
 
255
 
 
268
 
 
527
 
 
645
 
 
74
 
Restructuring costs(2)
 
46
 
 
149
 
 
526
 
 
271
 
 
 
Integration costs(2)
 
109
 
 
75
 
 
192
 
 
95
 
 
 
Transaction costs(2)
 
14
 
 
 
 
10
 
 
59
 
 
6
 
Pension settlement charges(3)
 
 
 
 
 
6
 
 
 
 
3
 
Financing costs(2)
 
 
 
 
 
 
 
107
 
 
 
Employee termination – related charges(2)
 
 
 
 
 
 
 
(5
)
 
36
 
Litigation-related charges(4)
 
(336
)
 
 
 
 
 
12
 
 
 
Loss on debt extinguishment(5)
 
42
 
 
 
 
 
 
 
 
 
Research and development charges(6)
 
 
 
 
 
 
 
 
 
26
 
Other specified items, net(7)
 
 
 
 
 
 
 
 
 
8
 
Subtotal of adjustments
 
130
 
 
492
 
 
1,261
 
 
1,184
 
 
153
 
Income tax benefit of special items
 
(27
)
 
(164
)
 
(369
)
 
(400
)
 
(52
)
Adjusted net income
$
1,008
 
$
895
 
$
1,868
 
$
1,479
 
$
1,286
 
Weighted average shares outstanding - diluted
 
218.0
 
 
216.7
 
 
217.5
 
 
207.5
 
 
197.7
 
Earnings per share
$
4.63
 
$
4.13
 
$
8.59
 
$
7.14
 
$
6.50
 
Dilutive share impact(8)
 
 
 
 
 
 
 
0.02
 
 
 
Adjusted earnings per share
$
4.63
 
$
4.13
 
$
8.59
 
$
7.16
 
$
6.50
 

Note: individual amounts have been rounded to ensure clerical accuracy.

(1)Primarily represents non-cash amortization expense associated with acquisition-related identifiable intangible assets. The Company’s amortization expense is primarily recorded in cost of products sold. Amortization and depreciation expense relating to assets acquired in the CareFusion transaction was $492 million in fiscal year 2016 compared with $284 million in fiscal year 2015. The adjustments in fiscal year 2016 also included a net decrease in the fair value of certain contingent consideration liabilities of $25 million. The adjustments in fiscal year 2015 included a fair value step-up adjustment of $293 million recorded relative to CareFusion’s inventory on the acquisition date and a pre-tax acquisition-date accounting gain of $9 million on a previously held investment. The adjustment in fiscal year 2014 relates to non-cash amortization expense of intangible assets.
(2)Primarily represents restructuring, integration, transaction and financing costs associated with the CareFusion Acquisition and portfolio rationalization, as well as other employee-related termination costs.
(3)Represents pension settlement charges associated with lump sum benefit payments made from the Company’s U.S. supplemental pension plan, as such payments exceeded the service and interest components of the plan’s pension cost.
(4)$(336) million for the six months ended March 31, 2017 represents the reversal of certain reserves related to an appellate court decision which, among other things, reversed an unfavorable antitrust judgment in the Retractable Technologies, Inc. (“RTI”) case. $12 million in fiscal year 2015 represents a charge for RTI's attorneys' fees.
(5)Represents a loss recognized upon the extinguishment of certain long-term senior notes.
(6)Represents charges incurred in fiscal year 2014 by the Medical and Life Sciences segments of $6 million and $20 million, respectively, in connection with the segments' terminations of certain development programs.
(7)Primarily represents $11 million contract termination costs that resulted from the early termination of a European distributor arrangement, a $5 million held-for-sale asset adjustment and a gain of $(8) million related to a sale of an equity investment.
(8)Represents the dilutive impact of Company shares issued as part of the purchase consideration for the CareFusion Acquisition prior to the consolidation of its operating results beginning on April 1, 2015.
d)Free cash flow is defined as cash from our operating activities, less capital expenditures and capitalized software expenditures. See the table presented below for a reconciliation of net cash provided by operating activities to free cash flow for the six months ended March 31, 2017 and 2016 and for each of the years in the three-year period ended September 30, 2016.
 
For the Six Months Ended
March 31,
For the Year Ended
September 30,
($ in millions)
2017
2016
2016
2015
2014
 
(unaudited)
(unaudited)
Net cash provided by operating activities
$
1,040
 
$
1,020
 
$
2,559
 
$
1,730
 
$
1,746
 
Less capital expenditures
 
(272
)
 
(258
)
 
(693
)
 
(596
)
 
(592
)
Less capitalized software expenditures
 
(7
)
 
(11
)
 
(25
)
 
(37
)
 
(61
)
Free cash flow
$
761
 
$
751
 
$
1,841
 
$
1,097
 
$
1,093
 

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF BARD

The following summary historical consolidated financial information as of and for each of the three months ended March 31, 2017 and 2016 has been derived from the unaudited interim consolidated financial statements of Bard incorporated by reference into this prospectus supplement and the accompanying prospectus. The following summary historical consolidated financial information as of December 31, 2016 and 2015 and for each of the years in the three-year period ended December 31, 2016 has been derived from the audited consolidated financial statements of Bard incorporated by reference into this prospectus supplement and the accompanying prospectus. The following summary historical consolidated balance sheet data as of March 31, 2016 and December 31, 2014 has been derived from Bard’s consolidated financial statements not included or incorporated by reference into this prospectus supplement and the accompanying prospectus. Bard’s operating results for the three months ended March 31, 2017 are not necessarily indicative of the results to be expected for any future periods.

This information is only a summary and should be read in conjunction with the historical consolidated financial statements of Bard. See “Where You Can Find More Information and Incorporation by Reference” in this prospectus supplement and the accompanying prospectus.

 
As of and For the
Three Months Ended
March 31,
As of and For the Year Ended
December 31,
($ in millions except per share amounts)
2017
2016
2016
2015
2014
 
(unaudited)
 
 
 
Statement of Income Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Sales
$
939
 
$
874
 
$
3,714
 
$
3,416
 
$
3,324
 
Cost and Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of Goods Sold
 
354
 
 
321
 
 
1,372
 
 
1,301
 
 
1,259
 
Marketing, Selling and Administrative Expense
 
285
 
 
271
 
 
1,102
 
 
1,012
 
 
981
 
Research and Development Expense
 
70
 
 
68
 
 
293
 
 
259
 
 
302
 
Interest Expense
 
15
 
 
11
 
 
54
 
 
45
 
 
45
 
Other Expense, Net
 
13
 
 
60
 
 
229
 
 
450
 
 
291
 
Total Costs and Expenses
 
737
 
 
731
 
 
3,050
 
 
3,067
 
 
2,878
 
Income from Operations Before Income Taxes
 
202
 
 
143
 
 
664
 
 
349
 
 
446
 
Income Tax Provision
 
24
 
 
27
 
 
133
 
 
214
 
 
151
 
Net Income
$
178
 
$
116
 
$
531
 
$
135
 
$
295
 
Basic Earnings Per Share Available to Common Shareholders
$
2.42
 
$
1.56
 
$
7.15
 
$
1.80
 
$
3.83
 
Diluted Earnings Per Share Available to Common Shareholders
$
2.37
 
$
1.54
 
$
7.03
 
$
1.77
 
$
3.76
 
Balance Sheet Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Current Assets(1)
$
2,301
 
$
1,978
 
$
2,316
 
$
1,969
 
$
1,954
 
Total Assets(1)
 
5,245
 
 
5,101
 
 
5,306
 
 
4,844
 
 
5,009
 
Short-term Borrowings and Current maturities of Long-term Debt
 
609
 
 
526
 
 
 
 
250
 
 
78
 
Total Current Liabilities(1)
 
1,559
 
 
1,393
 
 
1,109
 
 
1,261
 
 
615
 
Long-term Debt
 
1,143
 
 
1,145
 
 
1,642
 
 
1,144
 
 
1,397
 
Total Shareholders’ Investment
 
1,672
 
 
1,460
 
 
1,675
 
 
1,455
 
 
1,805
 
Other Data(2):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EBITDA(a)
$
268
 
$
207
 
$
931
 
$
587
 
$
665
 
Adjusted Earnings Per Share(b)
 
2.87
 
 
2.34
 
 
10.29
 
 
9.08
 
 
8.40
 
Free Cash Flow(c)
 
118
 
 
46
 
 
447
 
 
695
 
 
533
 
(1)Amounts as of March 31, 2016 and December 31, 2014 reflect the adoption of an accounting standard update that requires all deferred tax assets and liabilities to be reported as non-current in the consolidated balance sheets.

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(2)Adjusted earnings per share is Bard’s historical non-GAAP financial measure. In addition, Bard presents EBITDA and free cash flow, as Bard believes they are recognized tools used by investors and securities analysts to evaluate certain aspects of Bard's operating performance. These measures are defined in the accompanying footnotes below.

Bard believes that these non-GAAP measures provide an additional and meaningful assessment of Bard's ongoing operating performance. Because Bard has historically reported non-GAAP results to the investment community, Bard also believes that the inclusion of these non-GAAP measures provides consistency in its financial reporting and facilitates investors’ understanding of Bard’s historic operating trends by providing an additional basis for comparisons to prior periods. Bard uses these non-GAAP measures: (1) to establish financial and operational goals; (2) to monitor the company’s actual performance in relation to its business plan and operating budgets; (3) to evaluate the company’s core operating performance and understand key trends within the business; and (4) as part of several components it considers in determining incentive compensation.

Bard recognizes that the use of these non-GAAP measures has limitations, including the fact that they may not be comparable with similar non-GAAP measures used by other companies and that Bard must exercise judgment in determining which types of charges or other items should be excluded from the non-GAAP information. Bard compensates for these limitations by providing disclosure of each non-GAAP measure and a reconciliation to the most directly comparable GAAP measure. All non-GAAP measures are intended to supplement the applicable GAAP disclosures and should not be considered in isolation from, or as a replacement for, financial information prepared in accordance with GAAP. For a reconciliation of these non-GAAP measures to the most comparable GAAP measures, please see the below tables.

a)EBITDA is defined as net income plus interest expense, taxes, depreciation and amortization. The following are the components of EBITDA for the three months ended March 31, 2017 and 2016 and for each of the years in the three-year period ended December 31, 2016.
 
For the Three Months Ended
March 31,
For the Year Ended
December 31,
($ in millions)
2017
2016
2016
2015
2014
 
(unaudited)
(unaudited)
Net income
$
178
 
$
116
 
$
531
 
$
135
 
$
295
 
Interest expense
 
15
 
 
11
 
 
54
 
 
45
 
 
45
 
Income taxes
 
24
 
 
27
 
 
133
 
 
214
 
 
151
 
Depreciation and amortization
 
51
 
 
53
 
 
213
 
 
193
 
 
174
 
EBITDA
$
268
 
$
207
 
$
931
 
$
587
 
$
665
 
b)Adjusted earnings per share is defined as adjusted net income available to common shareholders divided by the number of diluted weighted average shares outstanding. Bard presents adjusted earnings per share after adjusting net income for items that Bard believes affect the comparability of the periods presented. The accompanying footnotes to the table below describe the adjustments used by Bard to arrive at adjusted net income. These items are not considered by Bard’s management to be part of Bard's ordinary operations, and these adjustments allow investors to better understand the underlying operating results of Bard and facilitate comparisons between the periods shown. See the table presented below for a reconciliation of net income as reported to adjusted earnings per share presented for the three months ended March 31, 2017 and 2016 and for each of the years in the three-year period ended December 31, 2016.
 
For the Three Months Ended
March 31,
For the Year Ended
December 31,
($ and shares in millions)
2017
2016
2016
2015
2014
 
(unaudited)
(unaudited)
Net income as reported
$
178
 
$
116
 
$
531
 
$
135
 
$
295
 
Adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of intangible assets(1)
 
32
 
 
32
 
 
131
 
 
120
 
 
109
 
Acquisition-related items(2)
 
3
 
 
5
 
 
7
 
 
32
 
 
32
 
Asset impairments(3)
 
 
 
 
 
1
 
 
4
 
 
6
 
Litigation charges, net(4)
 
12
 
 
49
 
 
205
 
 
595
 
 
289
 
Gore litigation gain(5)
 
 
 
 
 
 
 
(211
)
 
 
Restructuring and productivity initiative costs(6)
 
3
 
 
10
 
 
30
 
 
42
 
 
12
 
Gain on sale of investment(7)
 
 
 
 
 
 
 
 
 
(7
)
Medical device excise tax(8)
 
 
 
 
 
 
 
 
 
(4
)
Tax item(9)
 
 
 
 
 
(3
)
 
 
 
(11
)
Subtotal of adjustments
 
50
 
 
96
 
 
371
 
 
582
 
 
426
 
Income tax benefit of special items
 
(13
)
 
(35
)
 
(125
)
 
(22
)
 
(63
)
Adjusted net income
$
215
 
$
177
 
$
777
 
$
695