Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

On May 20, 2020, Becton Dickinson and Company (the "Company" or "BD") issued (i) $750,000,000 aggregate principal amount of 2.823% Notes due May 20, 2030 (the "2030 Notes") and (ii) $750,000,000 aggregate principal amount of 3.794% Notes due May 20, 2050 (the "2050 Notes" and, together with the 2030 Notes, the "Notes") in an underwritten public offering pursuant to the indenture, dated March 1, 1997, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Indenture").

The Company may redeem the 2030 Notes, in whole or in part, (A) at any time prior to February 20, 2030, at the applicable "make-whole" redemption price described in the Indenture and the 2030 Notes, and (B) at any time on or after February 20, 2030, at 100% of the principal amount of the 2030 Notes being redeemed. The Company may redeem the 2050 Notes, in whole or in part, (A) at any time prior to November 20, 2049, at the applicable "make-whole" redemption price described in the Indenture and the 2050 Notes, and (B) at any time on or after November 20, 2049, at 100% of the principal amount of the 2050 Notes being redeemed. In each case, the redemption price will also include accrued and unpaid interest, if any, to, but excluding, the date of redemption.

If a Change of Control Triggering Event (as defined in the Notes) occurs with respect to each series of Notes, unless the Company has executed its right to redeem such Notes as described above, the Company will be required to make an offer to each holder of outstanding Notes to repurchase all or any portion of that holder's Notes (in integral multiples of $1,000) at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the rights of holders of such Notes on the relevant record date to receive interest due on the relevant interest payment date, unless the Company has earlier exercised its right to redeem the applicable series of Notes as described above or below.

Each of the following constitutes an event of default under the Indenture with respect to either series of Notes: (1) failure to pay any installment of interest on any security of such series when due and payable, continued for 30 days; (2) failure to pay the principal when due of such series, whether at its stated maturity or otherwise; (3) failure to observe or perform any other covenants, conditions or agreements of the Company with respect to such securities for 60 days after the Company receives notice of such failure; or (4) certain events of bankruptcy, insolvency or reorganization. If an event of default occurs, the principal amount of the Notes may be accelerated pursuant to the Indenture.

The Indenture includes requirements that must be met if the Company consolidates or merges with, or sells all or substantially all of the Company's assets to, another entity.

The foregoing summary is qualified in its entirety by reference to the text of the Indenture, a copy of which is incorporated by reference to Exhibit 4(a) to the Company's Current Report on Form 8-K filed on July 31, 1997, and the Notes, forms of each series of which are attached as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.



  4.1    Form of 2.823% Notes due May 20, 2030.
  4.2    Form of 3.794% Notes due May 20, 2050.
  5.1    Opinion of Gary DeFazio, Senior Vice President, Corporate Secretary and
         Associate General Counsel of Becton, Dickinson and Company.
  5.2    Opinion of Skadden, Arps, Slate, Meagher and Flom LLP.
  23.1   Consent of Gary DeFazio, Senior Vice President, Corporate Secretary and
         Associate General Counsel of Becton, Dickinson and Company (included as
         part of Exhibit 5.1).
  23.2   Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of
         Exhibit 5.2).
104       Cover Page Interactive Data File (embedded within the Inline XBRL
         document)

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