Issuer:

Becton Dickinson Euro Finance S.à r.l. (the “Company”)

Guarantor:

Becton, Dickinson and Company (the “Guarantor”)

Aggregate Principal Amount Offered:

€600,000,000

Maturity Date:

February 12, 2036

Coupon (Interest Rate):

1.213%

Price to Public (Issue Price):

100.000% of principal amount

Underwriting Discount:

0.550%

Yield to Maturity:

1.213%

Spread to Benchmark German Government Security:

146.4 basis points

Benchmark German Government Security:

0.000% DBR due May 15, 2035

Benchmark German Government Security Price/Yield:

103.640% / -0.251%

Mid-Swap Yield:

0.113%

Spread to Mid-Swap Yield:

+110 basis points

Interest Payment Dates:

Annually, on February 12, commencing February 12, 2022

Day Count Convention:

ACTUAL/ACTUAL (ICMA)

Optional Redemption:

The Notes will be redeemable at the Company’s option, in whole or in part, at any  time prior to November 12, 2035 (three months prior to the maturity date) (the “Par Call Date”), at a redemption price equal to the greater of (1) 100% of the principal amount to be redeemed and (2) the sum of the present values of the remaining scheduled payments on the Notes being redeemed to the Par Call Date, discounting such payments to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable comparable government bond rate, plus 25 basis points, plus accrued and unpaid interest, if any, to but excluding the date of redemption. At any time after the Par Call Date, the Notes will be redeemable at the Company’s option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to the date of redemption on the principal balance of the Notes being redeemed.

Redemption for Tax Reasons:

If, as a result of any change in, or amendment to, the tax laws of a Taxing Jurisdiction (as defined in the preliminary prospectus supplement), 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:

February 9, 2021

Settlement Date:

February 12, 2021 (T+3)*

Settlement:

Euroclear/Clearstream

Type of Offering:

SEC Registered

Listing:

New York Stock Exchange

MiFID II Product Governance:

UK MiFIR Product Governance:

Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels)

PRIIPs:

No EU PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or in the UK

Common Code/ISIN/CUSIP Numbers:

Denominations:

€100,000 x €1,000

Stabilization:

Stabilization/FCA

Joint Book-Running Managers:

Barclays Bank  PLC
Citigroup Global Markets Limited
J.P. Morgan Securities plc
Morgan Stanley & Co. International plc
BNP Paribas

Co-Managers:

BNY Mellon Capital Markets, LLC
ING Bank N.V., Belgian Branch
Intesa Sanpaolo S.p.A.
Loop Capital Markets LLC
PNC Capital Markets LLC
Siebert Williams Shank & Co., LLC
Standard Chartered Bank
The Toronto-Dominion Bank
U.S. Bancorp Investments, Inc.