Becton, Dickinson and Company · NYSE:BDX

Becton, Dickinson and — Merger or Acquisition (March 2015)

15 slides from Becton, Dickinson and's merger presentation, Mar 17, 2015

1. Slide 1: A Leader in Medication Management and Patient Safety

   A Leader in Medication Management and Patient Safety March 17, 2015

2. Slide 2: Disclaimers

   Disclaimers This slide presentation contains certain estimates and other forward-looking statements (as defined under Federal securities laws). Forward looking statements generally are accompanied by words such as “will”, "expect", "outlook" or other similar words, phrases or expressions. These forw

3. Slide 3: Compelling Strategic Transaction

   Compelling Strategic Transaction  Accelerates BD’s strategy to A Leader in Medication deliver complete solutions that Management and meet evolving industry needs Patient Safety  Builds scale and depth to  $12 billion in combined create unique growth annualized revenues opportunities, leveraging B

4. Slide 4: Accelerates BD's Strategy

   Accelerates BD’s Strategy Today Becoming a provider of complete healthcare solutions  Moved into near adjacencies  Accelerated revenue growth 2013 to 2014  Delivered higher quality of earnings  New products as a percentage of sales increased from 8% to 15%  Built targeted M&A capabilities  Eme

5. Slide 5: Builds Scale and Depth in Medication Management

   BD CareFusion BD+CareFusion Closed System Drug Transfer Device Robotics New/Small Position Workflow Automation Automated Packaging about $8B to $16B Prepare Outsourced Pharmacy Vendor Drugs/IV Solutions Bar Code Supported addressable opportunity from Medication Prep Leading Position More than double

6. Slide 6: Transaction Overview

   Transaction Overview  Total of $12.6 billion in cash and BD stock  BD to assume ~$2.0 billion of CareFusion debt and $1.8 billion of cash  Represents per share consideration for CareFusion shareholders Transaction of: Terms  $49.00 in cash  0.0777 shares of new BD shares  CareFusion shareholde

7. Slide 7: Reporting Changes

   Reporting Changes Overview of What is Changing and Why  CareFusion acquisition will be reported under the BD Medical segment Reportable Segments • BD Medical will have five reportable business units  BD Life Sciences will continue to be reported consistent with BD’s legacy structure  Expect to di

8. Slide 8: BD Legacy Reportable Segments: Prior View

   BD Legacy Reportable Segments: Prior View Medical Surgical Systems BD Medical Pharmaceutical ~$4.6B Systems Diabetes Care BD ~$8.5B Preanalytical Systems BD Life Sciences Diagnostic Systems ~$3.9B Biosciences All values represent fiscal year 2014 annual revenue for BDX. Totals may not add due to rou

9. Slide 9: CareFusion Legacy Reportable Segments: Prior View

   CareFusion Legacy Reportable Segments: Prior View Dispensing Technologies Medical Systems Infusion Systems ~$2.4B Respiratory Technologies/Other CareFusion ~$3.8B Infection Prevention Procedural Solutions Medical Specialties ~$1.5B Specialty Disposables All values represent fiscal year 2014 annual r

10. Slide 10: BD NewCo. Reportable Segments: New View

    BD NewCo. Reportable Segments: New View for Second Half of FY2015 and Beyond Medication Management Solutions • CFN: Dispensing Technologies, Infusion Systems, Other Technology Solutions Medication and Procedural Solutions • BD: Medical Surgical Systems • CFN: Infection Prevention, Medical Specialtie

11. Slide 11: BD Medical: Key Brand Mapping

    BD Medical: Key Brand Mapping* Business Unit Key Platforms1 Key Brands1 Medication Dispensing Technologies Pyxis®, Rowa® Management Infusion Systems Alaris® Solutions Other MedMined® Medical Surgical Systems BD PosiFlush®, BD Insyte® Autoguard® Medication and Procedural Infection Prevention ChloraPr

12. Slide 12: Geographic Region Reporting: Prior vs. New View

    Geographic Region Reporting: Prior vs. New View Prior View New View CareFusion United BD International2 States1 United Emerging International2 BD States1 Markets United Emerging International2 Markets States1 1 Legacy CareFusion reported revenues associated with Puerto Rico as part of International.

13. Slide 13: Compelling Strategic Transaction

    Compelling Strategic Transaction A Leader in Medication Management and Patient Safety  $12 billion in combined annualized revenues  More than 45,000 employees worldwide  Presence in almost every country around the world  Significantly increases BD’s addressable opportunity 13

14. Slide 14: Continuing Our Plan for a Seamless Integration

    Continuing Our Plan for a Seamless Integration  Designated integration planning team led by BD Chief Operating Officer Bill Kozy  Team includes senior members of both organizations by geography, function and business unit  New leadership structure includes members of both BD and CareFusion  Conf

15. Slide 15: Trademark notice

    BD, BD Logo and all other trademarks are the property of Becton, Dickinson and Company. 15

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