QUANTUMONLINE.COM SECURITY DESCRIPTION:  Becton, Dickinson and Company, 6.125% Depositary Shares, each representing a 1/20th Interest in a Share of Mandatory Convertible Preferred Stock, Series A, liquidation preference $50 per share. The preferred shares are mandatorily convertible on 5/1/2020 into a variable number of Becton, Dickinson and Co. (NYSE: BDX) common shares based on the then current price of the common shares for 20 consecutive trading days immediately prior to the conversion date. The conversion settlement rate will be 0.2361 shares per unit if the then current market price is equal to or greater than $211.80 and 0.2833 shares per unit if the market price is equal to or less than $176.50. For market prices between those values the settlement rate will be $50 divided by the market value. The last reported sale price of the common stock on 5/10/2017 was $179.76 per share. The preferred shares are convertible any time at the holder’s option into 4.7214 shares of common stock. Distributions of 6.125% per annum ($3.0625 per annum or $0.76563 per quarter) will be paid quarterly on 2/1, 5/1, 8/1 & 11/1 to holders of record on the record date that will be the 15th calendar day of the month prior to the payment date or the record date fixed by the board, not more than 60 days or less than 10 days prior to the payment date (NOTE: the ex-dividend date is one business day prior to the record date). If a fundamental change occurs the Preferred Stock will be converted into shares of our common stock at the fundamental change conversion rate and such holder will also be entitled to receive a fundamental change dividend make-whole amount and accumulated dividend amount. If the Bard Acquisition has not closed on or before 4/23/2018, the Bard Merger Agreement is terminated the issuer may give notice of acquisition termination redemption to the holders of the the preferred shares the issuer will be required to redeem the shares of Mandatory Convertible Preferred Stock (see prospectus for further details). Dividends paid by this preferred are eligible for a preferential income tax rate of 15% to a maximum of 20% depending on the holder's tax bracket (and under normal holding restrictions) and are also eligible for the dividends received deduction for corporate holders (see page S-99 of the prospectus for further information). This security was not rated by Moody’s or S&P at the time of its IPO. In regard to the payment of dividends and upon liquidation, the preferred shares rank junior to the company's senior debt, equally with other preferreds of the company, and senior to the common shares of the company. See the IPO prospectus for further information on the mandatory convertible preferred stock and their mandatory conversion provisions by clicking on the ‘Link to IPO Prospectus’ provided below.

Stock Exchange	Cpn Rate Ann Amt	LiqPref CallPrice	Call Date Matur Date	Moodys/S&P Dated	Conversion Shares@Price	Distribution Dates	15% Tax Rate
NYSE Chart	6.13% $3.06	$50.00 n.a.	5/01/2020 5/01/2020	NR BB+ 4/28/2020	0.2361@$211.80+ 0.2833@$176.50-	2/1, 5/1, 8/1 & 11/1 Click for MW ExDiv Date Click for Yahoo ExDiv Date	YES

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Address:   1 Becton Drive, Franklin Lakes, NJ 07417
Main Phone Number	201-847-6800
Fax Number	Not Available
Investor Relations   Monique N. Dolecki	201-847-5378
Toll Free Phone Number	800-284-6845

CEO - Vincent A. Forlenza

CFO - Christopher R. Reidy