UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 001-4802

Becton, Dickinson and Company

(Exact name of registrant as specified in its charter)

New Jersey				22-0760120
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
1 Becton Drive,	Franklin Lakes,	New Jersey	07417-1880	(201)	847-6800
(Address of principal executive offices) (Zip Code)				(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, par value $1.00	BDX	New York Stock Exchange
Depositary Shares, each representing a 1/20th interest in a share of 6.00% Mandatory Convertible Preferred Stock, Series B	BDXB	New York Stock Exchange
1.000% Notes due December 15, 2022	BDX22A	New York Stock Exchange
1.900% Notes due December 15, 2026	BDX26	New York Stock Exchange
1.401% Notes due May 24, 2023	BDX23A	New York Stock Exchange
3.020% Notes due May 24, 2025	BDX25	New York Stock Exchange
0.632% Notes due June 4, 2023	BDX/23A	New York Stock Exchange
1.208% Notes due June 4, 2026	BDX/26A	New York Stock Exchange
1.213% Notes due February 12, 2036	BDX/36	New York Stock Exchange
0.000% Notes due August 13, 2023	BDX23B	New York Stock Exchange
0.034% Notes due August 13, 2025	BDX25A	New York Stock Exchange

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No   ☐

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

There were 285,195,112 shares of Common Stock, $1.00 par value, outstanding at June 30, 2022.

BECTON, DICKINSON AND COMPANY

FORM 10-Q

For the quarterly period ended June 30, 2022

TABLE OF CONTENTS

		Page Number
Part I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Income	3
	Condensed Consolidated Statements of Comprehensive Income	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	44
Signatures		45

2

ITEM 1. FINANCIAL STATEMENTS

BECTON, DICKINSON AND COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Millions of dollars, except per share data

(Unaudited)

	Three Months Ended June 30,				Nine Months Ended June 30,
	2022		2021		2022		2021
Revenues	$	4,641	$	4,607	$	14,109	$	14,282
Cost of products sold	2,574		2,649		7,709		7,738
Selling and administrative expense	1,149		1,200		3,527		3,434
Research and development expense	315		330		956		911
Acquisition-related integration and restructuring expense	55		24		118		121
Other operating expense (income), net	11		(88)		7		208
Total Operating Costs and Expenses	4,104		4,114		12,316		12,412
Operating Income	537		492		1,793		1,870
Interest expense	(99)		(115)		(294)		(358)
Interest income	5		2		9		7
Other (expense) income, net	(21)		(1)		(45)		22
Income from Continuing Operations Before Income Taxes	421		378		1,463		1,541
Income tax provision (benefit)	31		(28)		115		92
Net Income from Continuing Operations	390		407		1,348		1,450
(Loss) Income from Discontinued Operations, Net of Tax	(30)		118		144		378
Net Income	360		525		1,491		1,827
Preferred stock dividends	(23)		(23)		(68)		(68)
Net income applicable to common shareholders	$	338	$	502	$	1,424	$	1,760
Basic Earnings per Share
Income from Continuing Operations	$	1.29	$	1.33	$	4.49	$	4.76
(Loss) Income from Discontinued Operations	(0.10)		0.41		0.50		1.30
Basic Earnings per Share	$	1.18	$	1.73	$	4.99	$	6.06
Diluted Earnings per Share
Income from Continuing Operations	$	1.28	$	1.32	$	4.45	$	4.72
(Loss) Income from Discontinued Operations	(0.10)		0.40		0.50		1.29
Diluted Earnings per Share	$	1.18	$	1.72	$	4.95	$	6.00
Dividends per Common Share	$	0.87	$	0.83	$	2.61	$	2.49

Amounts may not add due to rounding.

See notes to condensed consolidated financial statements

3

BECTON, DICKINSON AND COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Millions of dollars

(Unaudited)

	Three Months Ended June 30,				Nine Months Ended June 30,
	2022		2021		2022		2021
Net Income	$	360	$	525	$	1,491	$	1,827
Other Comprehensive Income (Loss), Net of Tax
Foreign currency translation adjustments	203		19		322		68
Defined benefit pension and postretirement plans	11		14		32		72
Cash flow hedges	37		(34)		74		78
Other Comprehensive Income (Loss), Net of Tax	250		(1)		428		218
Comprehensive Income	$	610	$	524	$	1,919	$	2,045

Amounts may not add due to rounding.

See notes to condensed consolidated financial statements

4

BECTON, DICKINSON AND COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

Millions of dollars

(Unaudited)

	June 30, 2022		September 30, 2021
Assets
Current Assets:
Cash and equivalents	$	2,558	$	2,283
Restricted cash	202		109
Short-term investments	14		12
Trade receivables, net	2,218		2,350
Inventories:
Materials	726		628
Work in process	407		381
Finished products	2,030		1,734
	3,163		2,743
Prepaid expenses and other	1,392		1,048
Current assets of discontinued operations	—		293
Total Current Assets	9,547		8,838
Property, Plant and Equipment	12,405		12,093
Less allowances for depreciation and amortization	6,399		6,090
Property, Plant and Equipment, Net	6,005		6,003
Goodwill	23,968		23,886
Developed Technology, Net	8,764		9,417
Customer Relationships, Net	2,592		2,815
Other Intangibles, Net	531		541
Other Assets	1,793		1,945
Noncurrent Assets of Discontinued Operations	—		423
Total Assets	$	53,199	$	53,866
Liabilities and Shareholders’ Equity
Current Liabilities:
Current debt obligations	$	1,682	$	500
Payables, accrued expenses and other current liabilities	5,398		5,969
Current liabilities of discontinued operations	—		157
Total Current Liabilities	7,080		6,626
Long-Term Debt	14,683		17,110
Long-Term Employee Benefit Obligations	1,009		1,228
Deferred Income Taxes and Other Liabilities	4,934		5,209
Noncurrent Liabilities of Discontinued Operations	—		17
Commitments and Contingencies (See Note 5)
Shareholders’ Equity
Preferred stock	2		2
Common stock	365		365
Capital in excess of par value	19,511		19,272
Retained earnings	15,088		13,826
Deferred compensation	24		23
Treasury stock	(7,836)		(7,723)
Accumulated other comprehensive loss	(1,660)		(2,088)
Total Shareholders’ Equity	25,493		23,677
Total Liabilities and Shareholders’ Equity	$	53,199	$	53,866

Amounts may not add due to rounding.

See notes to condensed consolidated financial statements

5

BECTON, DICKINSON AND COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Millions of dollars

(Unaudited)

	Nine Months Ended June 30,
	2022		2021
Operating Activities
Net income	$	1,491	$	1,827
Less: Income from discontinued operations, net of tax	144		378
Income from continuing operations, net of tax	1,348		1,450
Adjustments to net income from continuing operations to derive net cash provided by continuing operating activities:
Depreciation and amortization	1,648		1,648
Share-based compensation	184		182
Deferred income taxes	(99)		(95)
Change in operating assets and liabilities	(1,445)		173
Pension obligation	(126)		52
Product liability-related charge	—		296
Other, net	(11)		(421)
Net Cash Provided by Continuing Operating Activities	1,498		3,285
Investing Activities
Capital expenditures	(658)		(742)
Acquisitions, net of cash acquired	(450)		(283)
Other, net	(107)		(137)
Net Cash Used for Continuing Investing Activities	(1,215)		(1,162)
Financing Activities
Proceeds from long-term debt	—		1,715
Distribution from Embecta Corp. (see Note 2)	1,266		—
Net transfer of cash to Embecta upon spin-off	(265)		—
Payments of debt	(305)		(1,999)
Repurchases of common stock	—		(1,000)
Dividends paid	(812)		(789)
Other, net	(70)		(91)
Net Cash Used for Continuing Financing Activities	(187)		(2,164)
Discontinued Operations
Net cash provided by operating activities	163		411
Net cash used for investing activities	(11)		(24)
Net cash provided by financing activities	145		—
Net Cash Provided by Discontinued Operations	298		387
Effect of exchange rate changes on cash and equivalents and restricted cash	(26)		18
Net increase in cash and equivalents and restricted cash	368		365
Opening Cash and Equivalents and Restricted Cash	2,392		2,917
Closing Cash and Equivalents and Restricted Cash	$	2,759	$	3,282

Amounts may not add due to rounding.

See notes to condensed consolidated financial statements

6

BECTON, DICKINSON AND COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2022

Note 1 – Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, in the opinion of the management of Becton, Dickinson and Company (the "Company" or "BD"), include all adjustments which are of a normal recurring nature, necessary for a fair presentation of the financial position and the results of operations and cash flows for the periods presented. However, the financial statements do not include all information and accompanying notes required for a presentation in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s 2021 Annual Report on Form 10-K.

On April 1, 2022, the Company completed the spin-off of its Diabetes Care business as a separate publicly traded company and the historical results of the Diabetes Care business that was contributed in the spin-off have been reflected as discontinued operations in the Company’s condensed consolidated financial statements for all periods prior to the spin-off date. Additional disclosures regarding the spin-off are provided in Note 2.

Within the financial statements and tables presented, certain columns and rows may not add due to the use of rounded numbers for disclosure purposes. Percentages and earnings per share amounts presented are calculated from the underlying amounts. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year.

Note 2 – Spin-Off of Embecta Corp.

On April 1, 2022, the Company completed the spin-off of its Diabetes Care business as a separate publicly traded company named Embecta Corp. (“Embecta”) through a distribution of Embecta’s publicly traded common stock (listed on NASDAQ under the ticker symbol “EMBC”) to BD’s shareholders of record as of the close of business on March 22, 2022 (the “record date”). The Company distributed one share of Embecta common stock for every five common shares of BD outstanding as of the record date and shareholders received cash in lieu of fractional shares of Embecta common stock. BD retained no ownership interest in Embecta subsequent to the spin-off. The distribution is expected to qualify and has been treated as tax-free to the Company and its shareholders for U.S. federal income tax purposes.

Embecta’s distributions on March 31, 2022 to the Company in connection with the spin-off included the issuance of $200 million of senior unsecured notes to the Company and a cash distribution of approximately $1.266 billion. Additional disclosures regarding the various financing transactions entered into by Embecta and related to the spin-off are provided in Note 13.

The Company and Embecta entered into various agreements to effect the spin-off and provide a framework for the relationship between the Company and Embecta after the spin-off. Such agreements include the separation and distribution agreement, as well as the following ongoing agreements: a cannula supply agreement, an intellectual property matters agreement, a transition services agreement, manufacturing and supply agreements, a lease agreement, a distribution agreement to support commercial operations, a logistics services agreement and other agreements including an employee matters agreement and a tax matters agreement. Under these agreements, the Company will continue to provide certain products and services to Embecta following the spin-off. The agreements do not provide the Company with the ability to influence the operating or financial policies of Embecta subsequent to the spin-off date. Amounts included in the Company’s condensed consolidated statements of income during the three months ended June 30, 2022 as a result of these agreements were immaterial.

The historical results of the Diabetes Care business (previously included in BD’s Medical segment) that was contributed to Embecta in the spin-off, as well as interest expense related to indebtedness incurred by Embecta prior to the spin-off date, have been reflected as discontinued operations in the Company’s condensed consolidated financial statements for all periods prior to the spin-off date of April 1, 2022.

7

Details of Income from Discontinued Operations, Net of Tax are as follows:

	Three Months Ended June 30,			Nine Months Ended June 30,
Millions of dollars		2021		2022		2021
Revenues		$	284	$	538	$	831
Cost of products sold		80		143		235
Selling and administrative expense		37		78		101
Research and development expense		15		32		41
Acquisition-related integration and restructuring expense		—		—		6
Other operating expense, net		16		95		16
Total Operating Costs and Expenses		148		348		398
Operating Income		136		190		434
Interest expense		—		(4)		—
Other income, net		—		—		2
Income from Discontinued Operations Before Income Taxes		136		186		435
Income tax provision		18		42		57
Income from Discontinued Operations, Net of Tax		$	118	$	144	$	378

    

During the three months ended June 30, 2022, the Company incurred $30 million of expense which included costs to execute the spin-off and other costs for related residual activities. These costs are recorded within (Loss) Income from Discontinued Operations, Net of Tax for the three and nine months ended June 30, 2022. Separation costs incurred by the Company prior to the spin-off date, including those for consulting, legal, tax and other advisory services associated with the spin-off, were previously recorded within Other operating expense (income), net and are now included as a component of (Loss) Income from Discontinued Operations, Net of Tax.

The Company’s Revenues and Cost of products sold from continuing operations were recast to reflect previously eliminated intercompany transactions that occurred between BD and Embecta and that resulted in a third-party sale in the same period. The impacts of these transactions to Embecta are also reflected as a component of (Loss) Income from Discontinued Operations, Net of Tax.

8

The following amounts associated with the Diabetes Care business are classified as assets and liabilities of discontinued operations in the Company’s condensed consolidated balance sheet at September 30, 2021:

Millions of dollars	September 30, 2021
Assets
Trade receivables, net	$	147
Inventories	123
Prepaid expenses and other	23
Current Assets of Discontinued Operations	293
Property, Plant and Equipment, Net	390
Goodwill and Other Intangibles, Net	27
Other Assets	6
Noncurrent Assets of Discontinued Operations	$	423
Liabilities
Accounts payable	$	54
Accrued expenses	75
Salaries, wages and related items	28
Current Liabilities of Discontinued Operations	157
Deferred Income Taxes and Other Liabilities	16
Noncurrent Liabilities of Discontinued Operations	$	17

The Company recorded its distribution of net liabilities to Embecta as an increase in Retained earnings. The amount recorded reflected the carrying amounts, as of April 1, 2022, of the net liabilities distributed and included $1.650 billion of debt issued by Embecta, as further discussed above and in Note 13, as well as $265 million of cash. The Company also recorded a net decrease to Accumulated other comprehensive loss of $251 million to derecognize foreign currency translation losses which were attributable to Embecta.

In connection with the spin-off of Embecta, all outstanding (vested and unvested) BD share-based awards which had been granted to Embecta employees were converted into Embecta awards. These awards preserved the same intrinsic value, as well as general terms and conditions, of the original BD awards, as required by the terms of the BD awards. The Company also adjusted share-based awards which had been granted to BD employees so that the intrinsic value of these awards after the spin-off equaled the awards’ intrinsic value prior to the spin-off. These conversions and adjustments did not materially impact the number of BD share-based awards outstanding.

9

Note 3 – Shareholders' Equity

Changes in certain components of shareholders' equity for the first three quarters of fiscal years 2022 and 2021 were as follows:

	Common Stock  Issued at Par Value		Capital in Excess of Par Value		Retained Earnings		Deferred Compensation		Treasury Stock
(Millions of dollars)									Shares (in thousands)	Amount
Balance at September 30, 2021	$	365	$	19,272	$	13,826	$	23	(80,164)	$	(7,723)
Net income	—		—		677		—		—	—
Common dividends ($0.87 per share)	—		—		(248)		—		—	—
Preferred dividends	—		—		(23)		—		—	—
Common stock issued for share-based compensation and other plans, net	—		(71)		—		—		762	19
Share-based compensation	—		83		—		—		—	—
Common stock held in trusts, net (a)	—		—		—		—		(5)	—
Repurchase of common stock (b)	—		150		—		—		(462)	(150)
Balance at December 31, 2021	$	365	$	19,435	$	14,233	$	24	(79,869)	$	(7,855)
Net income	—		—		454		—		—	—
Common dividends ($0.87 per share)	—		—		(248)		—		—	—
Preferred dividends	—		—		(23)		—		—	—
Common stock issued for share-based compensation and other plans, net	—		(21)		—		1		284	14
Share-based compensation	—		56		—		—		—	—
Common stock held in trusts, net (a)	—		24		—		—		9	(24)
Balance at March 31, 2022	$	365	$	19,495	$	14,416	$	24	(79,575)	$	(7,866)
Net income	—		—		360		—		—	—
Common dividends ($0.87 per share)	—		—		(248)		—		—	—
Preferred dividends	—		—		(23)		—		—	—
Common stock issued for share-based compensation and other plans, net	—		(9)		—		—		122	5
Share-based compensation	—		50		—		—		—	—
Common stock held in trusts, net (a)	—		(24)		—		—		9	24
Spin-off of Embecta (See Note 2)	—		—		583		—		—	—
Balance at June 30, 2022	$	365	$	19,511	$	15,088	$	24	(79,445)	$	(7,836)

10

	Common Stock  Issued at Par Value		Capital in Excess of Par Value		Retained Earnings		Deferred Compensation		Treasury Stock
(Millions of dollars)									Shares (in thousands)	Amount
Balance at September 30, 2020	$	365	$	19,270	$	12,791	$	23	(74,623)	$	(6,138)
Net income	—		—		1,003		—		—	—
Common dividends ($0.83 per share)	—		—		(242)		—		—	—
Preferred dividends	—		—		(23)		—		—	—
Common stock issued for share-based compensation and other plans, net	—		(53)		—		—		549	2
Share-based compensation	—		83		—		—		—	—
Common stock held in trusts, net (a)	—		—		—		—		(7)	—
Effect of change in accounting principles	—		—		(9)		—		—	—
Balance at December 31, 2020	$	365	$	19,301	$	13,522	$	23	(74,080)	$	(6,136)
Net income	—		—		299		—		—	—
Common dividends ($0.83 per share)	—		—		(242)		—		—	—
Preferred dividends	—		—		(23)		—		—	—
Common stock issued for share-based compensation and other plans, net	—		(15)		—		—		234	4
Share-based compensation	—		55		—		—		—	—
Common stock held in trusts, net (a)	—		—		—		—		23	—
Balance at March 31, 2021	$	365	$	19,341	$	13,557	$	23	(73,821)	$	(6,132)
Net income	—		—		525		—		—	—
Common dividends ($0.83 per share)	—		—		(239)		—		—	—
Preferred dividends	—		—		(23)		—		—	—
Common stock issued for share-based compensation and other plans, net	—		(9)		—		—		87	5
Share-based compensation	—		50		—		—		—	—
Common stock held in trusts, net (a)	—		—		—		—		8	—
Repurchase of common stock	—		(100)		—		—		(3,724)	(900)
Balance at June 30, 2021	$	365	$	19,282	$	13,821	$	23	(77,450)	$	(7,027)

(a)Common stock held in trusts consists of the Company’s shares held in rabbi trusts in connection with deferred compensation under the Company’s employee salary and bonus deferral plan and directors’ deferral plan. During the second quarter of fiscal year 2022, the common stock held in trusts was temporarily replaced with the Company’s Series C preferred shares to adhere to trust requirements until the Company’s spin-off of its Diabetes Care business was completed on April 1, 2022.

(b)Represents shares received upon final settlement of an accelerated share repurchase agreement, and the related forward sale contract, entered into during the fourth quarter of fiscal year 2021. The share repurchases 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 also no expiration date.

11

The components and changes of Accumulated other comprehensive income (loss) for the first three quarters of fiscal years 2022 and 2021 were as follows:

(Millions of dollars)	Total		Foreign Currency Translation		Benefit Plans		Cash Flow Hedges
Balance at September 30, 2021	$	(2,088)	$	(1,292)	$	(784)	$	(10)
Other comprehensive income (loss) before reclassifications, net of taxes	34		41		—		(7)
Amounts reclassified into income, net of taxes	11		—		11		—
Balance at December 31, 2021	$	(2,043)	$	(1,251)	$	(774)	$	(17)
Other comprehensive income before reclassifications, net of taxes	122		78		—		44
Amounts reclassified into income, net of taxes	11		—		11		—
Balance at March 31, 2022	$	(1,910)	$	(1,173)	$	(763)	$	28
Other comprehensive (loss) income before reclassifications, net of taxes	(13)		(48)		—		35
Amounts reclassified into income, net of taxes	12		—		11		2
Spin-off of Embecta (see Note 2)	251		251		—		—
Balance at June 30, 2022	$	(1,660)	$	(970)	$	(752)	$	64

(Millions of dollars)	Total		Foreign Currency Translation		Benefit Plans		Cash Flow Hedges
Balance at September 30, 2020	$	(2,548)	$	(1,416)	$	(1,040)	$	(91)
Other comprehensive income before reclassifications, net of taxes	115		64		24		27
Amounts reclassified into income, net of taxes	19		—		18		2
Balance at December 31, 2020	$	(2,414)	$	(1,352)	$	(998)	$	(62)
Other comprehensive income (loss) before reclassifications, net of taxes	64		(15)		—		78
Amounts reclassified into income, net of taxes	21		—		16		5
Balance at March 31, 2021	$	(2,329)	$	(1,367)	$	(982)	$	21
Other comprehensive (loss) income before reclassifications, net of taxes	(16)		19		—		(34)
Amounts reclassified into income, net of taxes	15		—		14		1
Balance at June 30, 2021	$	(2,330)	$	(1,348)	$	(967)	$	(13)

The amounts of foreign currency translation recognized in other comprehensive income during the three and nine months ended June 30, 2022 and 2021 included net gains (losses) relating to net investment hedges. Other comprehensive income relating to benefit plans during the three months ended December 31, 2020 represented a net gain recognized as a result of the Company’s remeasurement, as of October 31, 2020, of the legacy Bard U.S. defined pension benefit plan upon its merger with the BD defined benefit cash balance pension plan in the first quarter of fiscal year 2021. The amounts recognized in other comprehensive income relating to cash flow hedges during the three and nine months ended June 30, 2022 and 2021 are primarily related to forward starting interest rate swaps. Additional disclosures regarding amounts the Company recognized in other comprehensive income relating to cash flow hedges during the three and nine months ended June 30, 2022 and 2021 are provided in Note 11.

The tax impacts for amounts recognized in other comprehensive income (loss) before reclassifications and for reclassifications out of Accumulated other comprehensive income (loss) relating to benefit plans and cash flow hedges during the three and nine months ended June 30, 2022 and 2021 were immaterial to the Company's consolidated financial results.

12

Note 4 – Earnings per Share

The weighted average common shares used in the computations of basic and diluted earnings per share (shares in thousands) were as follows:

	Three Months Ended June 30,		Nine Months Ended June 30,
	2022	2021	2022	2021
Average common shares outstanding	285,441	289,522	285,121	290,401
Dilutive share equivalents from share-based plans	1,818	2,375	2,279	2,693
Dilutive share equivalents from Series C preferred shares (a)	38