Becton, Dickinson and Company (NYSE: BDX) (the "Company" or "BD") today announced the consideration payable in connection with its previously announced Tender Offers (as defined below) to purchase for cash up to $500,000,000 aggregate principal amount (which, subject to applicable law, may be increased in the Company's sole discretion, the "Aggregate Offer Cap") of its (i) 3.794% Senior Notes due 2050, (ii) 7.000% Senior Debentures due 2027, (iii) 6.700% Senior Debentures due 2028, (iv) 6.000% Senior Notes due 2039, (v) 5.000% Senior Notes due 2040, (vi) 4.685% Senior Notes due 2044 and (vii) 4.669% Senior Notes due 2047 (collectively, the "Securities" and each a "series"), in the order of priority set forth in the table below (each, an "Acceptance Priority Level"), subject to an aggregate principal amount of each series of Securities that does not exceed the applicable Offer SubCap, if any, set forth in the table below (each, an "Offer SubCap") (collectively, the "Tender Offers"); provided that the Company will only accept for purchase up to an aggregate principal amount of all series of Securities that does not exceed the Aggregate Offer Cap.

The table below sets forth the Total Consideration for each series of Securities.

(1)   Subject to the Aggregate Offer Cap, Offer SubCap, if any, and proration if applicable, the principal amount of each series of Securities that is purchased in the Tender Offers has been determined in accordance with the applicable Acceptance Priority Level (in numerical priority order) specified in this column.  
(2)   Per $1,000 principal amount of Securities validly tendered prior to or at the Early Tender Date (as defined below) and accepted for purchase.  
(3)   The Total Consideration (as defined below) for each series of Securities validly tendered prior to or at the Early Tender Date and accepted for purchase is calculated using the applicable Fixed Spread and is inclusive of the applicable Early Tender Payment. The Total Consideration for each series of Securities does not include the applicable Accrued Interest (as defined below), which will be payable in addition to the applicable Total Consideration.  

The Tender Offers are being made pursuant to the terms and conditions set forth in the offer to purchase, dated August 8, 2022, as amended and supplemented by the Company's press release on August 22, 2022 (as so amended, the "Offer to Purchase") announcing the upsizing of the Offer SubCap applicable to the 3.794% Senior Notes due 2050. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offers.

The "Total Consideration" listed in the table above per $1,000 principal amount of each series of Securities was determined at 10:00 a.m., New York City time, on August 22, 2022. Only holders of Securities who validly tendered and did not validly withdraw their Securities at or prior to 5:00 p.m., New York City time, on August 19, 2022 (the "Early Tender Date") are eligible to receive the Total Consideration for Securities accepted for purchase. As previously announced, the Company has elected to exercise its right to make payment for the Securities that were validly tendered prior to or at the Early Tender Date and that are accepted for purchase on August 23, 2022 (the "Early Settlement Date"). Holders will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the Early Settlement Date ("Accrued Interest"). Since the Tender Offers are fully subscribed at the Early Tender Date, the Company does not expect to accept for purchase any Securities tendered after the Early Tender Date on a subsequent settlement date.