(1)

Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this prospectus supplement shall also cover any additional shares of our common stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction which results in an increase in the number of outstanding shares of our common stock.

(2)

Pursuant to the Agreement and Plan of Merger, dated as of April 23, 2017, as amended by that certain Amendment No. 1, dated July 28, 2017 (and as may be further amended, modified or supplemented), by and among C. R. Bard, Inc., a New Jersey corporation, Becton, Dickinson and Company, a New Jersey corporation, and Lambda Corp., a New Jersey corporation and wholly owned subsidiary of Becton, Dickinson and Company, on December 29, 2017, outstanding equity awards with respect to shares of common stock of C. R. Bard, Inc. held by former employees of C. R. Bard, Inc. and employees of former affiliates of C. R. Bard, Inc. were converted via substitution into stock appreciation rights (“SARs”) that will be settled with shares of our common stock, subject to appropriate adjustments to the number of settlement shares and the reference prices of each such award. The number of shares registered hereunder represents the maximum number of shares of our common stock issuable upon the exercise of the SARs, subject to appropriate adjustments thereto.

(3)

Represents unsold shares previously registered by Becton, Dickinson and Company (the “Registrant”) on the Registration Statement on Form S-3 (No. 333-206020) filed by the Registrant on July 31, 2015, as supplemented by the Registrant’s prospectus supplement filed on December 29, 2017 (collectively, the “2015 Registration Statement”) with respect to the offering of 487,989 shares of common stock that are issuable to certain former employees of C. R. Bard, Inc. and employees of certain former affiliates of C. R. Bard, Inc. upon the exercise of certain SARs issued under the Becton, Dickinson and Company 2004 Employee and Director Equity-Based Compensation Plan (the “Plan”), for which a registration fee of $2,566.28 has been previously paid, and subsequently on the Registration Statement on Form S-3 (No. 333-224464) filed by the Registrant on April 26, 2018, as supplemented by the Registrant’s prospectus supplement filed on April 26, 2018 (together, the “2018 Registration Statement”) with respect to the offering of 420,867 shares of common stock under the Plan that remained unsold after the termination of the offering under the 2015 Registration Statement. Such unsold shares are being registered hereunder pursuant to Rule 415(a)(6) under the Securities Act. Pursuant to Rule 415(a)(6) under the Securities Act, the remaining portion of the registration fee previously paid in connection with the registration of such unsold shares shall continue to apply to the unsold securities, and no additional filing fee in respect of such unsold shares is due hereunder. In accordance with Rule 415(a)(6), the offering of such unissued shares pursuant to the 2018 Registration Statement will be deemed terminated effective upon filing this prospectus supplement.

(a)

our Annual Report on Form 10-K for the fiscal year ended September 30, 2020;

(b)

the portions of our Proxy Statement on Schedule 14A for our 2021 annual meeting of stockholders filed with the SEC on December 17, 2020, as supplemented on January 19, 2021, that are incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended September 30, 2020;

(c)

our Quarterly Reports on Form 10-Q for the quarters ended December 31, 2020 and March 31, 2021;

(d)

our Current Reports on Form 8-K filed with the SEC on October 5, 2020, October 22, 2020, November 17, 2020, January 28, 2021, February 10, 2021, February 11, 2021 and February 12, 2021; and

(e)

the description of our common stock, par value $1.00 per share, contained in our registration statement on Form 8-A filed with the SEC on April 22, 1996, including any further amendment or report filed for the purpose of updating such description.

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Any impact of the COVID-19 pandemic on our business, including, without limitation, decreases in the demand for our products or disruptions to our operations and our supply chain, and factors such as vaccine campaigns and increased competition that could impact the demand and pricing for our COVID-19 diagnostics testing;

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Weakness in the global economy and financial markets, which could increase the cost of operating our business, weaken demand for our products and services, negatively impact the prices we can charge for our products and services, or impair our ability to produce our products;

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The risks associated with the proposed spin-off of our Diabetes Care business, including factors that could delay, prevent or otherwise adversely affect the completion of the spinoff, the timing and terms of the spin-off, our ability to realize the expected benefits of the spin-off or the qualification of the spin-off as a tax-free transaction for U.S. federal income tax purposes;

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Competitive factors that could adversely affect our operations, including new product introductions and technologies (for example, new forms of drug delivery) by our current or future competitors, consolidation or strategic alliances among healthcare companies, distributors and/or payers of healthcare to improve their competitive position or develop new models for the delivery of healthcare, increased pricing pressure due to the impact of low-cost manufacturers, patents attained by competitors (particularly as patents on our products expire), and new entrants into our markets and changes in the practice of medicine;

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Risks relating to our overall level of indebtedness, including our ability to service our debt and refinance our indebtedness, which is dependent upon the capital markets and our overall financial condition at such time;

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The adverse financial impact resulting from unfavorable changes in foreign currency exchange rates;

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Regional, national and foreign economic factors, including inflation, deflation, and fluctuations in interest rates, and their potential effect on our operating performance;

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Our ability to achieve our projected level or mix of product sales, as our earnings forecasts are based on projected sales volumes and pricing of many product types, some of which are more profitable than others;

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Changes in reimbursement practices of governments or third-party payers or adverse decisions relating to our products by such payers, which could reduce demand for our products or the price we can charge for such products;

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Cost containment efforts in the U.S. or in other countries in which we do business, such as alternative payment reform and increased use of competitive bidding and tenders, including, without limitation, any expansion of the volume-based procurement process in China;

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Changes in the domestic and foreign healthcare industry or in medical practices that result in a reduction in procedures using our products or increased pricing pressures, including the continued consolidation among healthcare providers;

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The impact of changes in U.S. federal laws and policies that could affect fiscal and tax policies, healthcare, and international trade, including import and export regulation and international trade agreements. In particular, tariffs or other trade barriers imposed by the U.S. or other countries could adversely impact our supply chain costs or otherwise adversely impact our results of operations. In addition, there are various U.S. tax law changes under consideration, including increases to the corporate income tax rates on both domestic and foreign income and changes to the determination of GILTI, that could have significant impact on our tax liability;

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Increases in operating costs, including fluctuations in the cost and availability of oil-based resins and other raw materials, as well as certain components used in our products, the ability to maintain favorable supplier and service arrangements and relationships (particularly with respect to sole-source suppliers and sterilization services), and the potential adverse effects of any disruption in the availability of such items and services;

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Security breaches of our information systems or our products, which could impair our ability to conduct business, result in the loss of our trade secrets or otherwise compromise sensitive information of us or our customers, suppliers and other business partners, or of customers’ patients, including sensitive personal data, or result in product efficacy or safety concerns for certain of our products, and result in actions by regulatory bodies or civil litigation;

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Difficulties inherent in product development, including the potential inability to successfully continue technological innovation, successfully complete clinical trials, obtain and maintain regulatory approvals in the United States and abroad, obtain intellectual property protection for our products, obtain coverage and adequate reimbursement for new products, or gain and 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 United States Food and Drug Administration (“FDA”) or other regulatory agencies or changes in the regulatory process may also delay product launches and increase development costs;

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The impact of business combinations or divestitures, 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 ability to penetrate or expand our operations in emerging markets, which depends on local economic and political conditions, and how well we are able to make necessary infrastructure enhancements to production facilities and distribution networks;

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Conditions in international markets, including social and political conditions, civil unrest, terrorist activity, governmental changes, restrictions on the ability to transfer capital across borders, tariffs and other protectionist measures, difficulties in protecting and enforcing our intellectual property rights and governmental expropriation of assets. This includes the possible impact of the United Kingdom’s exit from the European Union (“EU”), which has created uncertainties affecting our business operations in the United Kingdom and the EU, and possibly other countries. Our international operations also increase our compliance risks, including risks under the Foreign Corrupt Practices Act and other anti-corruption laws, as well as regulatory and privacy laws;

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Deficit reduction efforts or other actions that reduce the availability of government funding for healthcare and research, which could weaken demand for our products and result in additional pricing pressures, as well as create potential collection risks associated with such sales;

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Fluctuations in university or U.S. and international governmental funding and policies for life sciences research;

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Fluctuations in the demand for products we sell to pharmaceutical companies that are used to manufacture, or are sold with, the products of such companies, as a result of funding constraints, consolidation or otherwise;

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The effects of weather, regulatory or other events that adversely impact our supply chain, including our ability to manufacture our products (particularly where production of a product line or sterilization operations are concentrated in one or more plants), source materials or components or services from suppliers (including sole-source suppliers) that are needed for such manufacturing (including sterilization), or provide products to our customers, including events that impact key distributors;

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Natural disasters (including pandemics), war, terrorism, labor disruptions and international conflicts that could cause significant economic disruption and political and social instability, resulting in decreased demand for our products, or adversely affecting our manufacturing and distribution capabilities, or causing interruptions in our supply chain;

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Pending and potential future litigation or other proceedings asserting, and/or investigations concerning and/or subpoenas and requests seeking information with respect to, alleged violations of law (including in connection with federal and/or state healthcare programs (such as Medicare or Medicaid) and/or sales and marketing practices (such as investigative subpoenas and the civil investigative demands received by us)), potential anticorruption and related internal control violations under the Foreign Corrupt Practices Act, antitrust claims, securities law claims, product liability (which may involve lawsuits seeking class action status or seeking to establish multi-district litigation proceedings, including claims relating to our hernia repair implant products, surgical continence products for women and vena cava filter products), claims with respect to environmental matters, data privacy breaches, and patent infringement, and the availability or collectability of insurance relating to any such claims;

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New or changing laws and regulations affecting our domestic and foreign operations, or changes in enforcement practices, including laws relating to trade, monetary and fiscal policies, taxation (including tax reforms that could adversely impact multinational corporations), sales practices, environmental protection, price controls, and licensing and regulatory requirements for new products and products in the postmarketing phase. In particular, the U.S. and other countries may impose new requirements regarding registration, labeling or prohibited materials that may require us to re-register products already on the market or otherwise impact our ability to market our products. Environmental laws, particularly with respect to the emission of greenhouse gases, are also becoming more stringent throughout the world, which may increase our costs of operations or necessitate changes in our manufacturing plants or processes or those of our suppliers, or result in liability to us;

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Product efficacy or safety concerns regarding our products resulting in product holds or recalls, regulatory action on the part of the FDA or foreign counterparts (including restrictions on future product clearances and civil penalties), declining sales and product liability claims, and damage to our reputation. As a result of our acquisition of CareFusion Corporation, we are operating under a consent decree with the FDA (the “Consent Decree”). 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. We are undertaking remediation of our BD Alaris^TM System and cannot fully commercialize the product until a 510(k) filing has been cleared by the FDA. No assurances can be given as to when clearance of the submission will be obtained from the FDA;

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The effect of adverse media exposure or other publicity regarding our business or operations, including the effect on our reputation or demand for our products;

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The effect of market fluctuations on the value of assets in our pension plans and on actuarial interest rate and asset return assumptions, which could require us to make additional contributions to the plans or increase our pension plan expense;

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Our ability to obtain the anticipated benefits of restructuring programs, if any, that we may undertake; and

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Issuance of new or revised accounting standards by the Financial Accounting Standards Board or the SEC.

(a)

BD’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020;

(b)

the portions of BD’s Proxy Statement on Schedule 14A for its 2021 annual meeting of stockholders filed with the SEC on December 17, 2020, as supplemented on January 19, 2021, that are incorporated by reference into its Annual Report on Form 10-K for the fiscal year ended September 30, 2020;

(c)

BD’s Quarterly Reports on Form 10-Q for the quarters ended December 31, 2020 and March 31, 2021;

(d)

BD’s Current Reports on Form 8-K filed with the SEC on October 5, 2020, October 22, 2020, November 17, 2020, January 28, 2021, February 10, 2021, February 11, 2021 and February 12, 2021; and

(e)

the description of BD’s common stock, par value $1.00 per share, contained in its registration statement on Form 8-A filed with the SEC, including any further amendment or report filed for the purpose of updating such description.

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the series, the number of shares offered and the liquidation value of the preferred stock;

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the price at which the preferred stock will be issued;

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the dividend rate, the dates on which the dividends will be payable and other terms relating to the payment of dividends on the preferred stock;

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the voting rights of the preferred stock;

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whether the preferred stock is redeemable or subject to a sinking fund, and the terms of any such redemption or sinking fund;

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whether the preferred stock is convertible or exchangeable for any other securities, and the terms of any such conversion; and

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any additional rights, preferences, qualifications, limitations and restrictions of the preferred stock.

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an authorization for the issuance of blank check preferred stock. Our board of directors can set the voting rights, redemption rights, conversion rights and other rights relating to such preferred stock and could issue such stock in either private or public transactions. In some circumstances, the blank check preferred stock could be issued and have the effect of preventing a merger, tender offer or other takeover attempt that the board of directors opposes;

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providing advanced written notice procedures and limitations with respect to shareholder proposals and the nomination of candidates for election as directors other than nominations made by or at the direction of our board of directors;

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providing a statement that special meetings of our shareholders may only be called by the Chairman of our board of directors, the Chief Executive Officer or our board of directors, or on request in writing of shareholders of record owning 25% or more of the voting power of our outstanding capital stock entitled to vote (limited to shares owned, directly or indirectly, by any shareholder that constitutes such person’s net long position), and providing that a special meeting will not be held if (a) the meeting request is delivered during the period commencing 90 days prior to the first anniversary of the date of the

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allowing our directors to fill vacancies on our board of directors, including vacancies resulting from removal or enlargement of our board of directors;

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granting our board of directors the authority to amend and repeal our by-laws without a stockholder vote; and

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permitting a majority of our board of directors to fix the number of directors.

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the merger or consolidation of the corporation with the interested stockholder or any corporation that is or after the merger or consolidation would be an affiliate or associate of the interested stockholder,

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the sale, lease, exchange, mortgage, pledge, transfer or other disposition to an interested stockholder or any affiliate or associate of the interested stockholder of 10% or more of the corporation’s assets, or

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the issuance or transfer to an interested stockholder or any affiliate or associate of the interested stockholder of 5% or more of the aggregate market value of the stock of the corporation.

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the designation of the debt securities of the series;

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any limit upon the aggregate principal amount of the debt securities of the series and any limitation on our ability to increase the aggregate principal amount of debt securities of that series after initial issuance;

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any date on which the principal of the debt securities of the series is payable (which date may be fixed or extendible);

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the interest rate or rates and the method for calculating the interest rate;

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if other than as provided in the indenture, any place where principal of and interest on debt securities of the series will be payable, where debt securities of the series may be surrendered for exchange, where notices or demands may be served and where notice to holders may be published and any time of payment at any place of payment;

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whether we have a right to redeem debt securities of the series and any terms thereof;

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whether you have a right to require us to redeem, repurchase or repay debt securities of the series and any terms thereof;

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if other than denominations of $1,000 and any integral multiple, the denominations in which debt securities of the series shall be issuable;

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if other than the principal amount, the portion of the principal amount of debt securities of the series which will be payable upon declaration of acceleration of the maturity;

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if other than U.S. dollars, the currency or currencies in which payment of the principal of and interest on the debt securities of the series will be payable;

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whether the principal and any premium or interest is payable in a currency other than the currency in which the debt securities are denominated;

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whether we have an obligation to pay additional amounts on the debt securities of the series in respect of any tax, assessment or governmental charge withheld or deducted and any right that we may have to redeem those debt securities rather than pay the additional amounts;

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if other than the person acting as trustee, any agent acting with respect to the debt securities of the series;

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any provisions for the defeasance of any debt securities of the series in addition to, in substitution for or in modification of the provisions described in “— Defeasance and Covenant Defeasance”;

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the identity of any depositary for registered global securities of the series other than The Depository Trust Company and any circumstances other than those described in “— Global Securities” in which any person may have the right to obtain debt securities in definitive form in exchange;

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any events of default applicable to any debt securities of the series in addition to, in substitution for or in modification of those described in “— Events of Default”;

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any covenants applicable to any debt securities of the series in addition to, in substitution for or in modification of those described in “— Covenants”; and

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any other terms of the debt securities of the series.

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we are the surviving person; or

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the surviving person is a corporation organized and validly existing under the laws of the United States of America or any U.S. State or the District of Columbia and expressly assumes by a supplemental indenture all of our obligations under the debt securities and under the indenture; and

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immediately before and after the transaction or each series of transactions, no default or event of default shall have occurred and be continuing; and

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certain other conditions are met.

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default in the payment of interest on any debt security when due, which continues for 30 days;

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default in the payment of principal of any debt security when due;

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default in the deposit of any sinking fund payment when due;

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default in the performance of any other obligation contained in the indenture, which default continues for 60 days after we receive written notice of it from the trustee or from the holders of 25% in principal amount of the outstanding debt securities of that series;

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specified events of bankruptcy, insolvency or reorganization of our company for the benefit of our creditors; or

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any other event of default established for the debt securities of that series.

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the entire principal of the debt securities of that series; or

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if the debt securities are original issue discount securities, that portion of the principal as may be described in the applicable prospectus supplement.

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in the payment of the principal of, or interest on, any debt security of that series; or

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in respect of a covenant or provision of such indenture which cannot under the terms of the indenture be amended or modified without the consent of the holder of each outstanding debt security that is adversely affected thereby.

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mortgages existing on properties on the date of the indenture,

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mortgages on properties, shares of stock or debt existing at the time of acquisition (including acquisition through merger or consolidation), purchase money mortgages and construction mortgages,

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mortgages on property of, or on any shares of stock or debt of, any corporation existing at the time that corporation becomes a Restricted Subsidiary,

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mortgages in favor of Federal and State governmental bodies to secure progress, advance or other payments pursuant to any contract or provision of any statute,

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mortgages in favor of us or a Restricted Subsidiary,

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mortgages in connection with the issuance of tax-exempt industrial development bonds,

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mortgages under workers’ compensation laws, unemployment insurance laws or similar legislation, or deposit bonds to secure statutory obligations (or pledges or deposits for similar purposes in the ordinary course of business), or liens imposed by law and certain other liens or other encumbrances, and

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subject to certain limitations, any extension, renewal or replacement of any mortgage referred to in the foregoing clauses.

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the commitment to enter into the sale and leaseback transaction was obtained during that 120-day period;

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we or our Restricted Subsidiaries could create debt secured by a mortgage on the Principal Property as described under “— Restrictions on Secured Debt” above in an amount equal to the Attributable Debt with respect to the sale and leaseback transaction without equally and ratably securing the debt securities;

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within 120 days after the sale or transfer, we designate an amount to the retirement of Funded Debt, subject to credits for voluntary retirements of Funded Debt, equal to the greater of

(i)

the net proceeds of the sale of the Principal Property and

(ii)

the fair market value of the Principal Property, or

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we or any Restricted Subsidiary, within a period commencing 180 days prior to and ending 180 days after the sale or transfer, have expended or reasonably expect to expend within such period any monies to acquire or construct any Principal Property or properties in which event we or that Restricted Subsidiary enter into the sale and leaseback transaction, but (unless certain other conditions are met) only to the extent that the Attributable Debt with respect to the sale and leaseback transaction is less than the monies expended or to be expended.

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evidence the succession of another corporation to our company and the assumption of our covenants by that successor,

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provide for a successor trustee with respect to the debt securities of all or any series,

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establish the forms and terms of the debt securities of any series,

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provide for uncertificated or unregistered debt securities, or

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cure any ambiguity or correct any mistake or to make any change that does not materially adversely affect the legal rights of any holder of the debt securities under the indenture.

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change the stated maturity date of any installment of principal of, or interest on, any debt security,

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reduce the principal amount of, or the rate of interest on, any debt security,

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adversely affect the rights of any debt security holder under any mandatory redemption or repurchase provision,

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reduce the amount of principal of an original issue discount security payable upon acceleration of its maturity,

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change the place or currency of payment of principal of, or any premium or interest on, any debt security,

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impair the right to institute suit for the enforcement of any payment or delivery on or with respect to any debt security,

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reduce the percentage in principal amount of debt securities of any series, the consent of whose holders is required to modify or amend the indenture or to waive compliance with certain provisions of the indenture,

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reduce the percentage in principal amount of debt securities of any series, the consent of whose holders is required to waive any past default,

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waive a default in the payment of principal of, or interest on, any debt security,

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change any of our obligations to maintain offices or agencies where the debt securities may be surrendered for payment, registration or transfer and where notices and demands may be served upon us, or

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change any of the above provisions, except to increase any such percentage or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of each holder of any debt security affected.

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to defease and be discharged from any and all obligations with respect to

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debt securities of any series payable within one year, or

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other debt securities of any series upon the conditions described below; or

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to be released from our obligations with respect to covenants described under “— Covenants” above and, if specified in the applicable prospectus supplement, other covenants applicable to the debt securities of any series (“covenant defeasance”),

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the specific designation and aggregate number of, and the price at which we will issue, the warrants;

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the currency or currency units in which the offering price, if any, and the exercise price are payable;

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the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;

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whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit;

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any applicable material U.S. federal income tax consequences;

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the identity of the warrant agent for the warrants and of any other depositories, execution or paying agents, transfer agents, registrars or other agents;

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the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;

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whether the warrants are to be sold separately or with other securities as parts of units;

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if applicable, the designation and terms of the debt securities, preferred stock or common stock with which the warrants are issued and the number of warrants issued with each security;

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if applicable, the date from and after which the warrants and the related debt securities, preferred stock or common stock will be separately transferable;

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the designation, aggregate principal amount, currency and terms of the debt securities that may be purchased upon exercise of the warrants;

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the number of shares of common stock or preferred stock purchasable upon exercise of a warrant and the price at which those shares may be purchased;

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if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;

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information with respect to book-entry procedures, if any;

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any anti-dilution provisions of the warrants;

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any redemption or call provisions; and

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any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.

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debt securities or equity securities issued by us or securities of third parties, a basket of such securities, an index or indices of such securities or any combination as specified in the applicable prospectus supplement;

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currencies; or

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commodities.

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the terms of the units and of the purchase contracts, warrants, debt securities, preferred stock and common stock comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;

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a description of the terms of any unit agreement governing the units; and

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a description of the provisions for the payment, settlement, transfer or exchange of the units.

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the designation of the debt securities of the series;

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any limit upon the aggregate principal amount of the debt securities of the series and any limitation on our ability to increase the aggregate principal amount of debt securities of that series after initial issuance;

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any date on which the principal of the debt securities of the series is payable (which date may be fixed or extendible);

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the interest rate or rates and the method for calculating the interest rate;

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if other than as provided in the Finance Indenture, any place where principal of and interest on debt securities of the series will be payable, where debt securities of the series may be surrendered for exchange, where notices or demands may be served and where notice to holders may be published and any time of payment at any place of payment;

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whether Becton Finance has a right to redeem debt securities of the series and any terms thereof;

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whether you have a right to require Becton Finance to redeem, repurchase or repay debt securities of the series and any terms thereof;

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if other than denominations of $1,000 and any integral multiple, the denominations in which debt securities of the series shall be issuable;

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if other than the principal amount, the portion of the principal amount of debt securities of the series which will be payable upon declaration of acceleration of the maturity;

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if other than U.S. dollars, the currency or currencies in which payment of the principal of and interest on the debt securities of the series will be payable;

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whether the principal and any premium or interest is payable in a currency other than the currency in which the debt securities are denominated;

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whether Becton Finance has an obligation to pay additional amounts on the debt securities of the series in respect of any tax, assessment or governmental charge withheld or deducted and any right that Becton Finance may have to redeem those debt securities rather than pay the additional amounts;

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if other than the person acting as trustee, any agent acting with respect to the debt securities of the series;

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any provisions for the defeasance of any debt securities of the series in addition to, in substitution for or in modification of the provisions described in “— Defeasance and Covenant Defeasance”;

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the identity of any depositary for registered global securities of the series other than The Depository Trust Company and any circumstances other than those described in “— Global Securities” in which any person may have the right to obtain debt securities in definitive form in exchange;

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any events of default applicable to any debt securities of the series in addition to, in substitution for or in modification of those described in “— Events of Default”;

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any covenants applicable to any debt securities of the series in addition to, in substitution for or in modification of those described in “— Covenants”;

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the terms of the guarantees by the Guarantor, including any corresponding changes to the provisions of the Finance Indenture; and

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any other terms of the debt securities of the series.

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the surviving person is Becton Finance or the Guarantor; or

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the surviving person is a corporation, partnership, limited liability company, an association, trust or other entity organized and validly existing under the laws of the United States of America, any U.S. State or the District of Columbia, any member state of the European Union, Ireland, Canada, United Kingdom, Bermuda, the Cayman Islands, Singapore, Hong Kong, Switzerland or the United Arab Emirates and expressly assumes by a supplemental indenture all of the obligations of Becton Finance under the debt securities and under the Finance Indenture; and

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immediately after the transaction or each series of transactions, no default or event of default shall have occurred and be continuing; and

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certain other conditions are met.

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the Guarantor is the surviving person; or

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the surviving person is a corporation, partnership, limited liability company, an association, trust or other entity organized and validly existing under the laws of the United States of America, any U.S. State or the District of Columbia, any member state of the European Union, Ireland, Canada, United Kingdom, Singapore, Hong Kong or Switzerland and expressly assumes by a supplemental indenture all of the obligations of the Guarantor under the debt securities and under the Finance Indenture; and

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immediately after the transaction or each series of transactions, no default or event of default shall have occurred and be continuing; and

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certain other conditions are met.

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default in the payment of interest on any debt security when due, which continues for 30 days;

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default in the payment of principal of any debt security when due;

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default in the deposit of any sinking fund payment when due;

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default in the performance of any other of Becton Finance’s or the Guarantor’s obligations contained in the Finance Indenture, which default continues for 60 days after Becton Finance receives written notice of it from the trustee or from the holders of 25% in principal amount of the outstanding debt securities of that series;

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specified events of bankruptcy, insolvency or reorganization of Becton Finance or the Guarantor for the benefit of their respective creditors;

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a guarantee of the Guarantor ceases to be in full force and effect or is declared to be null and void and unenforceable or such guarantee is found to be invalid or the Guarantor denies its liability under such guarantee (other than by reason of release of the Guarantor in accordance with the terms of the Finance Indenture); or

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any other event of default established for the debt securities of that series.

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the entire principal of the debt securities of that series; or

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if the debt securities are original issue discount securities, that portion of the principal as may be described in the applicable prospectus supplement.

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in the payment of the principal of, or interest on, any debt security of that series; or

•

in respect of a covenant or provision of such Finance Indenture which cannot under the terms of the Finance Indenture be amended or modified without the consent of the holder of each outstanding debt security that is adversely affected thereby.

•

mortgages existing on properties on the date of the Finance Indenture;

•

mortgages on properties, shares of stock or debt existing at the time of acquisition (including acquisition through merger or consolidation), purchase money mortgages and construction mortgages;

•

mortgages on property of, or on any shares of stock or debt of, any corporation existing at the time that corporation becomes a Restricted Subsidiary;

•

mortgages in favor of Federal and State governmental bodies to secure progress, advance or other payments pursuant to any contract or provision of any statute;

•

mortgages in favor of the Guarantor, Becton Finance or any Restricted Subsidiary;

•

mortgages in connection with the issuance of tax-exempt industrial development bonds;

•

mortgages under workers’ compensation laws, unemployment insurance laws or similar legislation, or deposit bonds to secure statutory obligations (or pledges or deposits for similar purposes in the ordinary course of business), or liens imposed by law and certain other liens or other encumbrances; and

•

subject to certain limitations, any extension, renewal or replacement of any mortgage referred to in the foregoing clauses.

•

the commitment to enter into the sale and leaseback transaction was obtained during that 120-day period;

•

the Guarantor or any Restricted Subsidiary could create debt secured by a mortgage on the Principal Property as described under “— Restrictions on Secured Debt” above in an amount equal to the Attributable Debt with respect to the sale and leaseback transaction without equally and ratably securing the debt securities;

•

within 120 days after the sale or transfer, the Guarantor designates an amount to the retirement of Funded Debt, subject to credits for voluntary retirements of Funded Debt, equal to the greater of:

(i)

the net proceeds of the sale of the Principal Property and

(ii)

the fair market value of the Principal Property, or

•

the Guarantor or any Restricted Subsidiary, within a period commencing 180 days prior to and ending 180 days after the sale or transfer, has expended or reasonably expect to expend within such period any monies to acquire or construct any Principal Property or properties in which event the Guarantor or that Restricted Subsidiary enter into the sale and leaseback transaction, but (unless certain other conditions are met) only to the extent that the Attributable Debt with respect to the sale and leaseback transaction is less than the monies expended or to be expended.

•

evidence the succession of another corporation to Becton Finance or the Guarantor and the assumption of such party’s covenants by that successor;

•

provide for a successor trustee with respect to the debt securities of all or any series;

•

establish the forms and terms of the debt securities of any series;

•

provide for uncertificated or unregistered debt securities; or

•

cure any ambiguity or correct any mistake or to make any change that does not materially adversely affect the legal rights of any holder of the debt securities under the Finance Indenture.

•

change the stated maturity date of any installment of principal of, or interest on, any debt security;

•

reduce the principal amount of, or the rate of interest on, any debt security;

•

adversely affect the rights of any debt security holder under any mandatory redemption or repurchase provision;

•

reduce the amount of principal of an original issue discount security payable upon acceleration of its maturity;

•

change the place or currency of payment of principal of, or any premium or interest on, any debt security;

•

impair the right to institute suit for the enforcement of any payment or delivery on or with respect to any debt security;

•

reduce the percentage in principal amount of debt securities of any series, the consent of whose holders is required to modify or amend the Finance Indenture or to waive compliance with certain provisions of the Finance Indenture;

•

reduce the percentage in principal amount of debt securities of any series, the consent of whose holders is required to waive any past default;

•

waive a default in the payment of principal of, or interest on, any debt security;

•

change any of the obligations of Becton Finance to maintain offices or agencies where the debt securities may be surrendered for payment, registration or transfer and where notices and demands may be served upon Becton Finance;

•

release the Guarantor from its obligations in respect of the guarantee of any series of debt securities or modify the Guarantor’s obligations thereunder other than in accordance with the provisions of the Finance Indenture; or

•

change any of the above provisions, except to increase any such percentage or to provide that certain other provisions of the Finance Indenture cannot be modified or waived without the consent of each holder of any debt security affected.

•

to defease and be discharged from any and all obligations with respect to:

•

debt securities of any series payable within one year, or

•

other debt securities of any series upon the conditions described below; or

•

to release any obligations with respect to covenants described under “— Covenants” above and, if specified in the applicable prospectus supplement, other covenants applicable to the debt securities of any series (“covenant defeasance”),

•

Ownership of beneficial interests in a global security will be limited to participants or persons that may hold interests through participants.

•

Ownership of beneficial interests by participants in a global security will be shown on, and the transfer of the beneficial interests will be effected only through, records maintained by the depositary or by its nominee.

•

Ownership of beneficial interests in a global security by persons that hold through participants will be shown on, and the transfer of those beneficial interests will be effected only through, records maintained by the participants.

•

be entitled to have their debt securities represented by the global security registered in their names;

•

receive or be entitled to receive physical delivery of debt securities in certificated form; or

•

be considered the holders for any purposes under the indenture.

•

through underwriters or dealers;

•

directly to one or more purchasers;

•

through agents; or

•

through any combination of these methods.

•

the name or names of any underwriters, dealers or agents;

•

the purchase price of such securities and the proceeds to be received by the issuer;

•

any underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation;

•

any initial public offering price;

•

any discounts or concessions allowed or reallowed or paid to dealers; and

•

any securities exchanges on which the securities may be listed.

•

negotiated transactions;

•

at a fixed public offering price or prices, which may be changed;

•

at market prices prevailing at the time of sale;

•

at prices related to prevailing market prices; or

•

at negotiated prices.