Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of the earliest event reported): May 11, 2020

BECTON, DICKINSON AND COMPANY

(Exact name of registrant as specified in its charter)

NJ	001-04802	22-0760120
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 Becton Drive Franklin Lakes, NJ	07417-1880
(Address of principal executive offices)	(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, par value $1.00	BDX	New York Stock Exchange
1.000% Notes due December 15, 2022	BDX22A	New York Stock Exchange
1.900% Notes due December 15, 2026	BDX26	New York Stock Exchange
1.401% Notes due May 24, 2023	BDX23A	New York Stock Exchange
3.020% Notes due May 24, 2025	BDX25	New York Stock Exchange
0.174% Notes due June 4, 2021	BDX/21	New York Stock Exchange
0.632% Notes due June 4, 2023	BDX/23A	New York Stock Exchange
1.208% Notes due June 4, 2026	BDX/26A	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).

Emerging growth company ☐

Item 8.01 Other Events.

On May 11, 2020, Becton, Dickinson and Company (“BD”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the underwriters named therein (the “Underwriters”), in connection with the offer and sale by BD to the Underwriters (the “Offering”) of $750,000,000 aggregate principal amount of 2.823% Notes due 2030 (the “2030 Notes”) and $750,000,000 aggregate principal amount of 3.794% Notes due 2050 (the “2050 Notes” and, together with the 2030 Notes, the “notes”).

BD expects to use the net proceeds of the Offering, together with cash on hand, to repay the entire $1.0 billion aggregate principal amount outstanding of its 2.404% Notes due 2020 at maturity and to fund a partial redemption of its 3.250% Notes due 2020, and to pay accrued interest, related premiums, fees and expenses in connection therewith. Pending this utilization, BD may temporarily use the net proceeds from the Offering to repay certain outstanding debt and for other general corporate purposes. BD expects that the Offering will be completed on or about May 20, 2020, subject to customary closing conditions.

The foregoing description of the Underwriting Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BECTON, DICKINSON AND COMPANY (Registrant)
	By:	/s/ Gary DeFazio
		Gary DeFazio
		Senior Vice President, Corporate Secretary and Associate General Counsel

Date: May 12, 2020

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