BECTON DICKINSON & CO
For the period ended Sep 30, 2024. Filed Nov 27, 2024.
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FY2024 · Filed Nov 27, 2024
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EXHIBIT INDEX
| ExhibitNumber | Description | Method of Filing |
| 3(a) | Restated Certificate of Incorporation, dated as of January 30, 2019. | Incorporated by reference to Exhibit 3 to the registrant’s Quarterly Report on Form 10-Q for the period ended December 31, 2018. |
| 3(b) | By-Laws, as amended as of September 19, 2023. | Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on September 21, 2023. |
| 4(a) | Indenture, dated as of March 1, 1997, between the registrant and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank). | Incorporated by reference to Exhibit 4(a) to Form 8-K filed by the registrant on July 31, 1997. |
| 4(b) | Form of 7.000% Debentures due August 1, 2027. | Incorporated by reference to Exhibit 4(d) to the registrant’s Current Report on Form 8-K filed on July 31, 1997. |
| 4(c) | Form of 6.700% Debentures due August 1, 2028. | Incorporated by reference to Exhibit 4(d) to the registrant’s Current Report on Form 8-K filed on July 29, 1999. |
| 4(d) | Form of 6.000% Notes due May 15, 2039. | Incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed on May 13, 2009. |
| 4(e) | Form of 5.000% Notes due November 12, 2040. | Incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on November 12, 2010. |
| 4(f) | Form of 3.734% Notes due December 15, 2024. | Incorporated by reference to Exhibit 4.4 to the registrant’s Current Report on Form 8-K filed on December 15, 2014. |
| 4(g) | Form of 4.685% Notes due December 15, 2044. | Incorporated by reference to Exhibit 4.5 to the registrant’s Current Report on Form 8-K filed on December 15, 2014. |
| 4(h) | Form of 4.875% Senior Notes due May 15, 2044. | Incorporated by reference to Exhibit 4.6 to the registrant’s Current Report on Form 8-K filed on April 29, 2015. |
| 4(i) | Form of 1.900% Notes due December 15, 2026. | Incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed on December 9, 2016. |
| 4(j) | Form of 3.700% Notes due June 6, 2027. | Incorporated by reference to Exhibit 4.6 to the registrant’s Current Report on Form 8-K filed on June 6, 2017. |
| 4(k) | Form of 4.669% Notes due June 6, 2047. | Incorporated by reference to Exhibit 4.7 to the registrant’s Current Report on Form 8-K filed on June 6, 2017. |
| 4(l) | Form of 6.700% Notes due December 1, 2026. | Incorporated by reference to Exhibit 4.4 to the registrant's Current Report on Form 8-K filed on December 29, 2017. |
| 4(m) | Indenture, dated as of December 1, 1996 between C.R. Bard, Inc. and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee. | Incorporated by reference to Exhibit 4.1 to C.R. Bard, Inc.'s Registration Statement on Form S-3 (File No. 333-05997). |
| ExhibitNumber | Description | Method of Filing |
| 4(n) | First Supplemental Indenture, dated May 18, 2017, between C. R. Bard, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. | Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of C.R. Bard, Inc. filed on May 23, 2017. |
| 4(o) | Form of 3.020% Notes due May 24, 2025. | Incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed on May 24, 2018. |
| 4(p) | Indenture, dated as of May 17, 2019, among Becton Dickinson Euro Finance S.à r.l. (“Becton Finance”), as issuer, Becton, Dickinson and Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee. | Incorporated by reference to Exhibit 4.7 to the registrant’s Post-Effective Amendment to the Registration Statement on Form S-3 filed on May 17, 2019. |
| 4(q) | First Supplemental Indenture, dated as of June 4, 2019, among Becton Finance, as issuer, Becton, Dickinson and Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee. | Incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed on June 4, 2019. |
| 4(r) | Form of 1.208% Note due June 4, 2026. | Incorporated by reference to Exhibit 4.4 to the registrant's Current Report on Form 8-K filed on June 4, 2019. |
| 4(s) | Form of 2.823% Notes due May 20, 2030. | Incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on May 20, 2020. |
| 4(t) | Form of 3.794% Notes due May 20, 2050. | Incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on May 20, 2020. |
| 4(u) | Form of 1.957% Notes due February 11, 2031. | Incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed on February 11, 2021. |
| 4(v) | Second Supplemental Indenture, dated as of February 12, 2021, among Becton Finance, as issuer, Becton, Dickinson and Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee. | Incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed on February 12, 2021. |
| 4(w) | Form of 1.213% Note due February 12, 2036. | Incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed on February 12, 2021. |
| 4(x) | Third Supplemental Indenture, dated as of August 13, 2021, among Becton Finance, as issuer, Becton, Dickinson and Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee. | Incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed on August 13, 2021. |
| 4(y) | Form of 0.334% Notes due August 13, 2028. | Incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed on August 13, 2021. |
| ExhibitNumber | Description | Method of Filing |
| 4(z) | Form of 1.336% Notes due August 13, 2041. | Incorporated by reference to Exhibit 4.3 to the registrant's Current Report on Form 8-K filed on August 13, 2021. |
| 4(aa) | Form of 0.034% Notes due August 13, 2025. | Incorporated by reference to Exhibit 4.3 to the registrant’s registration statement on Form 8-A filed on August 13, 2021. |
| 4(bb) | Form of 4.298% Notes due August 22, 2032. | Incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed on August 22, 2022. |
| 4(cc) | Description of the Registrant’s Securities. | Filed with this report. |
| 4(dd) | Fourth Supplemental Indenture, dated as of February 13, 2023, among Becton Finance, as issuer, Becton, Dickinson and Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee. | Incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed on February 13, 2023. |
| 4(ee) | Form of 3.553% Notes due September 13, 2029. | Incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed on February 13, 2023. |
| 4(ff) | Form of 4.693% Notes due February 13, 2028. | Incorporated by reference to Exhibit 4.3 to the registrant's Current Report on Form 8-K filed on February 13, 2023. |
| 4(gg) | Form of 3.519% Notes due February 8, 2031 | Incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on February 8, 2024. |
| 4(hh) | Form of 4.874% Notes due February 8, 2029 | Incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on February 8, 2024. |
| 4(ii) | Form of 5.110% Notes due February 8, 2034 | Incorporated by reference to Exhibit 4.3 to the registrant’s Current Report on Form 8-K filed on February 8, 2024. |
| 4(jj) | Form of 3.828% Notes due June 7, 2032 | Incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on June 7, 2024. |
| 4(kk) | Fifth Supplemental Indenture, dated as of June 7, 2024, among Becton Finance, as issuer, Becton, Dickinson and Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee. | Incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on June 7, 2024. |
| ExhibitNumber | Description | Method of Filing |
| 4(ll) | Form of 4.029% Notes due June 7, 2036 | Incorporated by reference to Exhibit 4.3 to the registrant’s Current Report on Form 8-K filed on June 7, 2024. |
| 4(mm) | Form of 5.081% Notes due June 7, 2029 | Incorporated by reference to Exhibit 4.4 to the registrant’s Current Report on Form 8-K filed on June 7, 2024. |
| 10(a) | Form of Employment Agreement with executive officers relating to employment following a change of control of the registrant (without tax reimbursement provisions).* | Incorporated by reference to Exhibit 10(a)(ii) to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013. |
| 10(b) | Stock Award Plan, as amended and restated as of January 31, 2006.* | Incorporated by reference to Exhibit 10(a) to the registrant’s Quarterly Report on Form 10-Q for the period ended December 31, 2005. |
| 10(c) | Performance Incentive Plan, as amended and restated July 25, 2023.* | Incorporated by reference to Exhibit 10(c) to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023. |
| 10(d) | Deferred Compensation and Retirement Benefit Restoration Plan, as amended as of September 30, 2024.* | Filed with this report. |
| 10(e) | 1996 Directors’ Deferral Plan, as amended and restated as of November 25, 2014.* | Incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on December 2, 2014. |
| 10(f) | Aircraft Time Sharing Agreement dated June 5, 2020, between the registrant and Thomas E. Polen.* | Incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2020. |
| 10(g)(i) | 2004 Employee and Director Equity-Based Compensation Plan, as amended and restated as of July 25, 2023.* | Incorporated by reference to Exhibit 10(g)(i) to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023. |
| 10(g)(ii) | French Addendum to the 2004 Employee and Director Equity-Based Compensation Plan dated January 21, 2019.* | Incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on January 31, 2020. |
| 10(g)(iii) | Terms of Awards under 2004 Employee and Director Equity-Based Compensation Plan and Stock Award Plan.* | Incorporated by reference to Exhibit 10(g)(iii) to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020. |
| 10(h) | Tax Matters Agreement, dated August 31, 2009, by and between Cardinal Health, Inc. and CareFusion Corporation. | Incorporated by reference to Exhibit 10.3 to Cardinal Health, Inc.’s Current Report on Form 8-K filed on September 4, 2009. |
| 10(i) | Letter Agreement, dated August 4, 2021, between the registrant and Christopher DelOrefice.* | Incorporated by reference to Exhibit 10(n) to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021. |
| ExhibitNumber | Description | Method of Filing |
| 10(j) | Second Amended and Restated Credit Agreement, dated as of January 25, 2023, by and among Becton, Dickinson and Company, the other entities party thereto and Citibank, N.A., as administrative agent. | Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed January 25, 2023. |
| 10(j)(i) | Lender Confirmation, dated July 9, 2024. * * | Filed with this report. |
| 10(k) | Advisory Board Consulting Agreement, dated October 31, 2022, by and between the registrant and Claire M. Fraser.* | Incorporated by reference to Exhibit 10(p) to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022. |
| 10(l) | Omnibus Amendment, dated as of March 9, 2023, among Becton, Dickinson and Company and each of the financial institutions party thereto as dealer. * * | Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed March 10, 2023. |
| 10(m) | Dealer Agreement, dated March 9, 2023, among Becton, Dickinson and Company and each of the financial institutions party thereto as dealer. * * | Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed March 10, 2023. |
| 10(n) | Executive Officer Cash Severance Policy, effective as of November 21, 2023. | Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on November 27, 2023. |
| 19 | Global Insider Trading and Securities Transactions Policy, effective as of July 31, 2024. | Filed with this report. |
| 21 | Subsidiaries of the registrant. | Filed with this report. |
| 22 | Subsidiary Issuer of Guaranteed Securities. | Filed with this report. |
| 23 | Consent of independent registered public accounting firm. | Filed with this report. |
| 24 | Power of Attorney. | Included on signature page. |
| 31 | Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to SEC Rule 13(a)-14(a). | Filed with this report. |
| 32 | Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to Section 1350 of Chapter 63 of Title 18 of the U.S. Code. | Filed with this report. |
| 97 | Policy Regarding the Mandatory Recovery of Compensation, dated as of December 1, 2023. | Filed with this report. |
| ExhibitNumber | Description | Method of Filing |
| 101 | The following materials from this report, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements. | Filed with this report. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
- Denotes a management contract or compensatory plan or arrangement.
**Portions omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
Copies of any Exhibits not accompanying this Form 10-K are available at a charge of 10 cents per page by contacting: Investor Relations, Becton, Dickinson and Company, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, Phone: 1-800-284-6845.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.