Depositary Share Liquidation

[Table of Contents](#i769337f517694ce29a72abc52f207787_10)  
Notes to Consolidated Financial Statements — (Continued)Becton, Dickinson and Company  
  
Share RepurchasesIn fiscal year 2021, the Company executed two accelerated share repurchase agreements and accounted for each agreement as two transactions upon prepayment: (1) the initial delivery of shares was recorded as an increase to Common stock in treasury to recognize the acquisition of common stock acquired in a treasury stock transaction, and (2) the remaining amount of shares was recorded as a decrease to Capital in excess of par value to recognize a net share-settled forward sale contract indexed to the Company's own common stock. The impacts of these accelerated share repurchase transactions were as follows:

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| Execution Date |  | Settlement Date |  | Aggregate Common Stock Repurchased (millions of dollars) |  | Initial Shares Delivered (in thousands) |  | Additional Shares Delivered at Settlement (in thousands) (a) |  | Total Shares Delivered (in thousands) |
| Q3 2021 |  | Q4 2021 |  | $ | 500  |  |  | 1,658  |  |  | 403 |  | 2,062  |  |
| Q4 2021 |  | Q1 2022 |  | 750  |  |  | 2,515  |  |  | 462 |  | 2,977  |  |

(a) Upon final settlement of each repurchase agreement and the forward sale contract, the Company’s receipt of additional shares was recorded as an increase to Common stock in treasury and an offsetting increase to Capital in excess of par value. The final settlement for the fourth quarter transaction amounted to $150 million.The Company also repurchased approximately 2.066 million shares of its common stock during fiscal year 2021 through open market repurchases, which were recorded as a $500 million increase to Common stock in treasury. The share repurchases discussed above were made pursuant to the repurchase program authorized by the Board of Directors on September 24, 2013 for 10 million shares, for which there is no expiration date. In November 2021, the Board of Directors authorized the Company to repurchase up to an additional 10 million shares of BD common stock, for which there is no expiration date.Common and Preferred Stock Conversions and OfferingsIn accordance with their terms, the Company's 2.475 million mandatory convertible preferred shares that were issued in May 2017 in connection with the Company's acquisition of Bard were converted into 11.703 million shares of BD common stock on the mandatory conversion date of May 1, 2020.Also in May 2020, the Company completed registered public offerings of equity securities including:•6.250 million shares of the Company's common stock for net proceeds of $1.459 billion (gross proceeds of $1.500 billion).•1.500 million shares of the Company's mandatory convertible preferred stock (ownership is held in the form of depositary shares, each representing a 1/20th interest in a share of preferred stock) for net proceeds of $1.459 billion (gross proceeds of $1.500 billion). If and when declared, dividends on the mandatory convertible preferred stock will be payable on a cumulative basis at an annual rate of 6.00% on the liquidation preference of $1,000 per preferred share ($50 per depositary share). The shares of preferred stock are convertible to a minimum of 5.2 million and up to a maximum of 6.2 million shares of Company common stock at an exchange ratio, based on the market price of the Company’s common stock at the date of conversion, and no later than the mandatory conversion date of June 1, 2023.65
