Item 8.01 Other Events.

U.S. Dollar Notes Offering

On February 8, 2021, Becton, Dickinson and Company ("BD") entered into an underwriting agreement (the "U.S. Underwriting Agreement") with Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters named therein (the "U.S. Underwriters"), in connection with the offer and sale by BD to the U.S. Underwriters (the "U.S. Offering") of $1.0 billion aggregate principal amount of 1.957% Notes due 2031 (the "U.S. Notes").

BD expects to use the net proceeds of the U.S. Offering, together with cash on hand, to repay the entire $1.0 billion aggregate principal amount outstanding of its 3.125% Notes due 2021 (the "3.125% Dollar Notes"), and to pay accrued interest, related premiums, fees and expenses in connection therewith. BD expects that the U.S. Offering will be completed on or about February 11, 2021, subject to customary closing conditions.

Certain of the U.S. Underwriters or their affiliates may hold a portion of the 3.125% Dollar Notes and accordingly may receive a portion of the net proceeds of the U.S. Offering.

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

Euro-Denominated Notes Offering

On February 9, 2021, BD, together with its indirect, wholly-owned subsidiary, Becton Dickinson Euro Finance S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg ("Becton Finance"), entered into an underwriting agreement (the "Euro Underwriting Agreement") with Barclays Bank PLC, Citigroup Global Markets Limited., J.P. Morgan Securities plc and Morgan Stanley & Co. International plc and the several other underwriters named therein (the "Euro Underwriters") in connection with the offer and sale by Becton Finance to the Euro Underwriters (the "Euro Offering") of €600 million aggregate principal amount of its 1.213% Notes due 2036 (the "Euro Notes"). The Euro Notes will be fully and unconditionally guaranteed on a senior unsecured basis by BD.

BD and Becton Finance expect to use the net proceeds of the Euro Offering, together with cash on hand, to repay the entire €600 million aggregate principal amount outstanding of the 0.174% Euro Notes due 2021 (the "0.174% Euro Notes") issued by Becton Finance, and to pay accrued interest, related premiums, fees and expenses in connection therewith. BD expects that the Euro Offering will be completed on or about February 12, 2021, subject to customary closing conditions.

Certain of the Euro Underwriters or their affiliates may hold a portion of the 0.174% Euro Notes and accordingly may receive a portion of the net proceeds of the Euro Offering.

The foregoing description of the Euro Underwriting Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Euro Underwriting Agreement, which is filed as Exhibit 1.2 hereto and incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.



  1.1   Underwriting Agreement, dated February 8, 2021, by and among Becton,
        Dickinson and Company and Barclays Capital Inc., Citigroup Global Markets
        Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as
        representatives of the underwriters named therein.

  1.2   Underwriting Agreement, dated February 9, 2021, by and among Becton
        Dickinson Euro Finance S.à r.l., Becton, Dickinson and Company, Barclays
        Bank PLC Citigroup Global Markets Limited, J.P. Morgan Securities plc,
        Morgan Stanley & Co. International plc and the several other underwriters
        named therein.

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).

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