Item 8.01 Other Events.

On August 8, 2022, Becton, Dickinson and Company ("BD") entered into an underwriting agreement (the "Underwriting Agreement") with Academy Securities, Inc., Citigroup Global Markets Inc., Loop Capital Markets LLC, Siebert Williams Shank & Co., LLC and Wells Fargo Securities, 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 $500,000,000 aggregate principal amount of 4.298% Notes due 2032 (the "Notes"). BD expects that the Offering will be completed on or about August 22, 2022, subject to customary closing conditions.

BD expects to use the net proceeds from the Offering, together with cash on hand, to fund the purchase price and accrued and unpaid interest for all debt securities validly tendered and accepted for purchase in BD's previously announced tender offers (the "Tender Offers") to purchase for cash, subject to prioritized acceptance levels, series-specific aggregate principal amount caps, if any, and proration if applicable, up to $500,000,000 aggregate principal amount of its 3.794% Senior Notes due 2050, 7.000% Senior Debentures due 2027, 6.700% Senior Debentures due 2028, 6.000% Senior Notes due 2039, 5.000% Senior Notes due 2040, 4.685% Senior Notes due 2044 and 4.669% Senior Notes due 2047 (collectively, the "Tender Securities"). The Tender Offers are being made upon the terms and conditions set forth in BD's offer to purchase, dated August 8, 2022 (as it may be amended from time to time, the "Offer to Purchase").

To the extent that any of the Underwriters or their respective affiliates own any series of the Tender Securities and tender any such Tender Securities and have them accepted for purchase in the Tender Offers, the Underwriters or their respective affiliates may receive a portion of the net proceeds from the Offering.

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.

The foregoing is not an offer to purchase or a solicitation of an offer to sell the Tender Securities. The Tender Offers are being made only by and pursuant to the terms and conditions of the Offer to Purchase.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



  1.1   Underwriting Agreement, dated August 8, 2022, by and among Becton, Dickinson
        and Company and Academy Securities, Inc., Citigroup Global Markets Inc.,
        Loop Capital Markets LLC, Siebert Williams Shank & Co., LLC and Wells Fargo
        Securities, LLC, as representatives of the underwriters named therein.

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

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