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BECTON DICKINSON & CO Merger & Acquisition 2014

Oct 10, 2014

30003_rns_2014-10-10_0665a686-b0e4-4c71-b3ac-bf754ea9e360.zip

Merger & Acquisition

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Vince Forlenza CEO and Chairman BD FILED BY BECTON, DICKINSON AND COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14A-12 OF THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: CAREFUSION CORP COMMISSION FILE NO. 001-34273

2 BD is a company with strong values and a track record of success Announcement accelerates CareFusion’s plans to build greater scale New growth opportunities for products in emerging markets and expands global reach by leveraging BD’s international infrastructure Offers a complete suite of medication management and patient safety solutions The hard work of CareFusion’s 17,000 employees got us here today Key Highlights

3 BD is a medical technology company that serves healthcare institutions, life science researchers, clinical laboratories, industry and the general public. Manufactures and sells a broad range of medical supplies, devices, laboratory equipment and diagnostic products Innovative solutions are focused on improving drug delivery, enhancing the diagnosis of infectious diseases and cancers, supporting the management of diabetes and advancing cellular research 30,000 employees in 50 countries who strive to fulfill the company’s purpose of Helping all people live healthy lives HQ in Franklin Lakes, New Jersey Who is BD? A Leading Global Medical Technology Company

4 1897 Company founding 1906 First U.S. syringe and needle factory 1924 First insulin injection device 1942 First penicillin injection device 1949 First evacuated blood collection tube 1952 First sterile disposable device 1954 First disposable syringes for Salk Polio campaign 1962 First mass produced syringes and needles 1968 First automated blood culture system 1972 First fluorescence activated cell sorter 1988 First safety-engineered syringe 1991 First auto-disable syringe 1995 BD Insyte™ Autoguard™ IV Catheter 2002 BD FACSAria™ Cell Sorter 2006 GeneOhm (HAIs) and TriPath (cancer Dx) 2012 KIESTRA Lab Automation BD Legacy of Health Impact

5 Advancing the quality, accessibility, safety and affordability of healthcare around the world Long-standing relationships with non-governmental organizations Social investment includes corporate grants, product donations, volunteer service initiatives and disaster relief programs Donate time, technical expertise and resources Associate engagement programs International volunteer opportunities Helping all people live healthy lives

6 118 years of successful legacy in the healthcare industry More than just a world-class quality medical technology company Committed to addressing customer needs and foremost health priorities around the world Conclusions

Tom Polen Segment President BD Medical

8 CareFusion Portfolio BD Portfolio In Medication Management, Our Combined Portfolios Provide an End-to-End Solution from Pharmacy to Patient End-to-End medication management Solution Reduction in Costs Labor Efficiency Drug Waste Inventory Smartworks Improvement in Quality • Med Errors • Infections TM

9 Leading Global Infrastructure enables accelerated international expansion Updated September 2013 BD in Western Europe • First location - France - 1952 • Legal Entities in 21 countries • Ten plants • 6,000 BD associates BD in Latin America • First location - Mexico – 1952 • Legal entities in eight countries • Five plants • 5,200 BD associates BD in Asia Pacific BD In Japan • Established - 1971 • One plant • 600 BD associates BD in EMA • First Location – Dubai, UAE – 1994 • Legal entities in ten countries • No manufacturing • 250 BD associates Legal Entities Plant locations Corporate Office Emerging Markets BD In India • Established - 1995 • One plant • 550 BD associates BD In China • Established - 1994 • Two plants • 2,200 BD associates BD in Canada • Established – 1951 • One plant • 550 BD associates BD in United States • Established – 1897 • 29 plants • 12,000 BD associates • First location – Australia,1971 • Legal entities in 16 countries • Five plants • 4,600 BD associates

Bill Kozy COO BD

11 Phases of integration Timing Phase I Phase II Listen, engage (and focus on business momentum) Jointly plan and countdown to close Transition to NewCo 2-4+ months Key Activities First ~30 days Close to 2-3 years • Create the integration architecture and launch the integration teams (IMO, value capture and functional) • Develop talent selection, retention and business protection approach • Initiate baseline creation and target setting • Launch culture assessment and frequent communications • Develop Day 1/100 plans • Develop detailed synergy ideas and value creation plans • Countdown to close: lock targets, finalize plans and prepare for Day 1 • Leverage culture insights in org design and Day 1 plans • Execute Day 1/100 plans, onboard employees, track progress • Ensure culture integration and execute interventions Phase III

12 Integration project structure Integration Management Office Tom Jaeger – Chair CareFusion – Vice Chair Value Capture Advisory Council Bill Kozy – Chair Chairman’s Integration Council Vince Forlenza – Chair Bill Kozy – Vice Chair Function teams Create NewCo infrastructure and capture cost synergies BU/Geographic teams Capture business value Issue resolution teams Resolve targeted issues Team members drawn from both companies

Forward-Looking Statements

This communication 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 forward-looking statements include statements regarding the estimated or anticipated future results of BD, and of the combined company following BD’s proposed acquisition of CareFusion, the anticipated benefits of the proposed combination, including estimated synergies, the expected timing of completion of the transaction and other statements that are not historical facts. These statements are based on the current expectations of BD and CareFusion management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties regarding BD and CareFusion’s respective businesses and the proposed acquisition, and actual results may differ materially. These risks and uncertainties include, but are not limited to, the ability of the parties to successfully close the proposed acquisition, including the risk that the required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the transaction; risks relating to the integration of CareFusion’s operations, products and employees into BD and the possibility that the anticipated synergies and other benefits of the proposed acquisition will not be realized or will not be realized within the expected timeframe; the outcome of any legal proceedings related to the proposed merger; access to available financing for the refinancing of BD’s or CareFusion’s debt on a timely basis and reasonable terms; the ability to market and sell CareFusion’s products in new markets, including the ability to obtain necessary regulatory product registrations and clearances; the loss of key senior management or other associates; the anticipated demand for BD’s and CareFusion’s products, including the risk of future reductions in government healthcare funding, changes in reimbursement rates or changes in healthcare practices that could result in lower utilization rates or pricing pressures; the impact of competition in the medical device industry; the risks of fluctuations in interest or foreign currency exchange rates; product liability claims; difficulties inherent in product development, including the timing or outcome of product development efforts, the ability to obtain regulatory approvals and clearances and the timing and market success of product launches; risks relating

to fluctuations in the cost and availability of raw materials and other sourced products and the ability to maintain favorable supplier arrangements and relationships; successful compliance with governmental regulations applicable to BD, CareFusion and the combined company; changes in regional, national or foreign economic conditions; uncertainties of litigation, as well as other factors discussed in BD’s and CareFusion’s respective filings with the Securities Exchange Commission. BD and CareFusion do not intend to update any forward-looking statements to reflect events or circumstances after the date hereof, except as required by applicable laws or regulations.

IMPORTANT INFORMATION FOR INVESTORS

In connection with the proposed transaction, BD will file with the SEC a registration statement on Form S–4 that will constitute a prospectus of BD and include a proxy statement of CareFusion. BD and CareFusion also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by BD and CareFusion with the SEC at the SEC’s website at www.sec.gov. In addition, you will be able to obtain free copies of these documents by phone, e–mail or written request by contacting the investor relations department of BD or CareFusion at the following: Monique N. Dolecki, Investor Relations – 201-847-5378 [email protected] or Jim Mazzola, Investor Relations – 858-617-1203 [email protected]

PARTICIPANTS IN THE SOLICITATION

BD and CareFusion and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about BD’s directors and executive officers is available in BD’s proxy statement dated December 19, 2013, for its 2014 Annual Meeting of Shareholders and subsequent SEC filings. Information about CareFusion’s directors and executive officers is available in CareFusion’s proxy statement dated September 25, 2014, for its 2014 Annual Meeting of Stockholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the merger when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from BD or CareFusion as indicated above. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

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