| Issuer: | Becton, Dickinson and Company (the “Company”) | |
| Aggregate Principal Amount Offered: | €700,000,000 | |
| Maturity Date: | June 6, 2019 | |
| Coupon (Interest Rate): | 0.368% | |
| Price to Public (Issue Price): | 100.000% of principal amount | |
| Underwriting Discount: | 0.240% | |
| Yield to Maturity: | 0.368% | |
| Spread to Benchmark German Government Security: | +104.1 basis points | |
| Benchmark German Government Security: | OBL 0.500% due April 12th, 2019 | |
| Benchmark German Government Security Price/Yield: | 102.230% / -0.673% | |
| Mid-Swap Yield: | -0.132% | |
| Spread to Mid-Swap Yield: | +50 basis points | |
| Interest Payment Date: | Annually, on June 6th, commencing June 6th, 2018 | |
| Day Count Convention: | ACTUAL/ACTUAL (ICMA) | |
| Optional Redemption: | Other than as stated below under “Redemption for Tax Reasons,” we will not have the option to redeem the notes prior to the maturity date. | |
| Redemption for Tax Reasons: | If, as a result of any change in, or amendment to, the tax laws of the United States or the official interpretation thereof, the Company becomes or, based upon a written opinion of independent counsel selected by the Company, will become obligated to pay additional amounts with respect to the Notes, the Company may at any time at its option redeem, in whole, but not in part, the Notes at 100% of the principal amount plus accrued and unpaid interest to the date of redemption. |
| Change of Control: | If a change of control triggering event occurs, unless the Company has exercised its right to redeem the Notes as described under “Optional Redemption,” each holder will have the right to require the Company to purchase all or a portion of such holder’s Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest to, but excluding, the date of purchase. | |
| Trade Date: | May 23, 2017 | |
| Settlement Date: | June 6, 2017 (T+9)1 | |
| Settlement: | Euroclear/Clearstream | |
| Type of Offering: | SEC Registered | |
| Listing: | Application will be made to list the Notes on the New York Stock Exchange. | |
| Common Code/ISIN/CUSIP Numbers: | 162256084 / XS1622560842 / 075887BY4 | |
| Denominations: | €100,000 x €1,000 | |
| Stabilization: | Stabilization/FCA | |
| Joint Book-Running Managers: | Barclays Bank PLC BNP Paribas Citigroup Global Markets Limited | |
| Co-Managers: | Scotiabank Europe plc Standard Chartered Bank U.S. Bancorp Investments, Inc. BNY Mellon Capital Markets, LLC ING Bank N.V., Belgian Branch Loop Capital Markets LLC The Williams Capital Group, L.P. |
| 1 | Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to the delivery of the Notes hereunder will generally be required, by virtue of the fact that the Notes initially settle on the 9th business day following the Trade Date, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their advisors. |
