Issuer:

Becton, Dickinson and Company (the “Company”)

Aggregate Principal Amount Offered:

£250,000,000

Maturity Date:

May 24, 2025

Coupon (Interest Rate):

3.02%

Price to Public (Issue Price):

100% of principal amount

Underwriting Discount:

0.35%

Yield to Maturity:

3.02%

Spread to Benchmark Gilt:

+170 basis points

Benchmark Gilt:

UKT 5% due March 2025

Benchmark Gilt Price/Yield:

123.87% / 1.32%

Interest Payment Date:

May 24 and November 24, commencing November 24, 2018

Day Count Convention:

ACTUAL/ACTUAL (ICMA)

Optional Redemption:

The Notes will be redeemable at the Company’s option, in whole or in part, at any time prior to February 24, 2025 (three months prior to the maturity date), at a redemption price equal to the greater of (1) 100% of the principal amount to be redeemed and (2) the sum of the present values of the remaining scheduled payments on the Notes being redeemed, discounting such payments to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable comparable government bond rate, plus 25 basis points, in each case plus accrued and unpaid interest, if any, to but excluding the date of redemption. At any time after February 24, 2025 (three months prior to the maturity date), the Notes will be redeemable at the Company’s option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to the date of redemption on the principal balance of the Notes being redeemed.

Redemption for Tax Reasons:

If, as a result of any change in, or amendment to, the tax laws of the United States or the official interpretation thereof, the Company becomes or, based upon a written opinion of independent counsel selected by the Company, will become obligated to pay additional amounts with respect to the Notes, the Company may at any time at its option redeem, in whole, but not in part, the Notes at 100% of the principal amount plus accrued and unpaid interest to the date of redemption.

Change of Control:

If a change of control triggering event occurs, unless the Company has exercised its right to redeem the Notes as described under “Optional Redemption,” each holder will have the right to require the Company to purchase all or a portion of such holder’s Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest to, but excluding, the date of purchase.

Trade Date:

May 17, 2018

Settlement Date:

May 24, 2018 (T+5)^*

Settlement:

Euroclear/Clearstream

Type of Offering:

SEC Registered

Listing:

Application will be made to list the Notes on the New York Stock Exchange.

Common Code/ISIN/CUSIP Numbers:

182250643 / XS1822506439 / 075887 CG2

Denominations:

£100,000 x £1,000

Stabilization:

Stabilization/FCA

Book-Running Manager:

Barclays Bank PLC

Co-Managers:

BNY Mellon Capital Markets, LLC

ING Bank N.V., Belgian Branch

Loop Capital Markets LLC

PNC Capital Markets LLC

Standard Chartered Bank

The Toronto-Dominion Bank

U.S. Bancorp Investments, Inc.

The Williams Capital Group, L.P.

 

Concurrent Offering:

Concurrently with this offering, the Company is offering €300,000,000 aggregate principal amount of the Company’s 1.401% Notes due 2023 (the “concurrent notes”). Interest on the concurrent notes will be payable in cash annually in arrears on May 24 of each year, beginning on May 24, 2019. The concurrent notes will mature on May 24, 2023. The concurrent offering is being made by means of a separate prospectus supplement and not by means of the prospectus supplement to which this pricing term sheet relates. This communication is not an offer to sell or a solicitation of an offer to buy any securities being offered in the concurrent offering. The closing of this offering and the concurrent offering are not conditioned on each other.