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 March 31, 2024

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
1.900% Notes due December 15, 2026	BDX26	New York Stock Exchange
3.020% Notes due May 24, 2025	BDX25	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
0.034% Notes due August 13, 2025	BDX25A	New York Stock Exchange
3.519% Notes due February 8, 2031	BDX31	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 289,006,461 shares of Common Stock, $1.00 par value, outstanding at March 31, 2024.

BECTON, DICKINSON AND COMPANY

FORM 10-Q

For the quarterly period ended March 31, 2024

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	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	39
Signatures		40

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 March 31,				Six Months Ended March 31,
	2024		2023		2024		2023
Revenues	$	5,045	$	4,821	$	9,751	$	9,407
Cost of products sold	2,741		2,586		5,420		5,038
Selling and administrative expense	1,193		1,205		2,406		2,392
Research and development expense	299		337		589		651
Integration and restructuring expense	101		62		176		106
Other operating (income) expense, net	(23)		4		(12)		7
Total Operating Costs and Expenses	4,311		4,193		8,578		8,193
Operating Income	734		628		1,173		1,213
Interest expense	(125)		(118)		(236)		(220)
Interest income	26		10		60		16
Other (expense) income, net	(2)		8		(6)		1
Income Before Income Taxes	633		529		991		1,009
Income tax provision	96		68		173		40
Net Income	537		460		818		969
Preferred stock dividends	—		(23)		—		(45)
Net income applicable to common shareholders	$	537	$	438	$	818	$	924
Basic Earnings per Share	$	1.85	$	1.54	$	2.82	$	3.25
Diluted Earnings per Share	$	1.85	$	1.53	$	2.81	$	3.24
Dividends per Common Share	$	0.95	$	0.91	$	1.90	$	1.82

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 March 31,				Six Months Ended March 31,
	2024		2023		2024		2023
Net Income	$	537	$	460	$	818	$	969
Other Comprehensive (Loss) Income, Net of Tax
Foreign currency translation adjustments	(41)		(21)		(1)		(101)
Defined benefit pension and postretirement plans	12		11		23		22
Cash flow hedges	8		(6)		(10)		(9)
Unrealized loss on available-for-sale debt securities	(1)		—		(1)		—
Other Comprehensive (Loss) Income, Net of Tax	(21)		(16)		12		(87)
Comprehensive Income	$	516	$	445	$	831	$	882

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, except per share amounts and numbers of shares

	March 31, 2024		September 30, 2023
Assets	(Unaudited)
Current Assets:
Cash and equivalents	$	2,348	$	1,416
Restricted cash	46		65
Short-term investments	827		8
Trade receivables, net	2,559		2,534
Inventories:
Materials	777		714
Work in process	376		381
Finished products	2,076		2,178
	3,229		3,273
Prepaid expenses and other	1,330		1,380
Total Current Assets	10,340		8,676
Property, Plant and Equipment	13,925		13,578
Less allowances for depreciation and amortization	7,334		7,021
Property, Plant and Equipment, Net	6,591		6,557
Goodwill	24,566		24,522
Developed Technology, Net	7,538		8,058
Customer Relationships, Net	2,164		2,338
Other Intangibles, Net	558		552
Other Assets	2,399		2,078
Total Assets	$	54,157	$	52,780
Liabilities and Shareholders’ Equity
Current Liabilities:
Current debt obligations	$	2,016	$	1,141
Payables, accrued expenses and other current liabilities	5,311		5,500
Total Current Liabilities	7,327		6,641
Long-Term Debt	15,995		14,738
Long-Term Employee Benefit Obligations	890		1,023
Deferred Income Taxes and Other Liabilities	4,297		4,582
Commitments and Contingencies (See Note 5)
Shareholders’ Equity
Common stock — $1 par value; authorized — 640,000,000 shares; issued — 370,594,401 shares in March 31, 2024 and September 30, 2023	371		371
Capital in excess of par value	19,795		19,720
Retained earnings	15,802		15,535
Deferred compensation	26		24
Treasury stock	(8,811)		(8,305)
Accumulated other comprehensive loss	(1,535)		(1,548)
Total Shareholders’ Equity	25,647		25,796
Total Liabilities and Shareholders’ Equity	$	54,157	$	52,780

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)

	Six Months Ended March 31,
	2024		2023
Operating Activities
Net income	$	818	$	969
Adjustments to net income to derive net cash provided by continuing operating activities:
Depreciation and amortization	1,132		1,130
Share-based compensation	143		145
Deferred income taxes	(149)		(325)
Change in operating assets and liabilities	(438)		(1,274)
Pension obligation	(107)		44
Other, net	(29)		(105)
Net Cash Provided by Continuing Operating Activities	1,369		584
Investing Activities
Capital expenditures	(250)		(389)
Purchases of investments, net	(815)		—
Other, net	(224)		(134)
Net Cash Used for Investing Activities	(1,289)		(524)
Financing Activities
Change in short-term debt	—		365
Proceeds from long-term debt	1,972		1,662
Payments of debt	—		(529)
Repurchases of common stock	(500)		—
Dividends paid	(550)		(563)
Other, net	(79)		(101)
Net Cash Provided by Financing Activities	843		835
Discontinued Operations
Net cash used for operating activities of discontinued operations	(14)		—
Effect of exchange rate changes on cash and equivalents and restricted cash	4		14
Net increase in cash and equivalents and restricted cash	913		909
Opening Cash and Equivalents and Restricted Cash	1,481		1,159
Closing Cash and Equivalents and Restricted Cash	$	2,394	$	2,068

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

March 31, 2024

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 2023 Annual Report on Form 10-K.

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 – Accounting Changes

New Accounting Principle Adopted

In September 2022, the Financial Accounting Standards Board ("FASB") issued an accounting standard update that requires additional qualitative and quantitative disclosures regarding supplier finance programs. The new disclosure requirements are intended to help investors better consider the effect of these programs on a company's working capital, liquidity, and cash flows. The Company adopted this accounting standard on October 1, 2023 and disclosures regarding the Company’s supplier finance programs are provided in Note 12.

New Accounting Principles Not Yet Adopted

In November 2023, the FASB issued a new accounting standard update which requires more disaggregated expense information about a public entity’s reportable segments. This update is effective for the Company beginning with its fiscal year 2025 reporting and for interim reporting beginning with its fiscal year 2026. The Company is currently evaluating the impact that this update will have on its disclosures.

In December 2023, the FASB issued an accounting standard update which requires more disaggregated information to be included in the income tax rate reconciliation and income taxes paid annual disclosures. This update is effective for the Company beginning in its fiscal year 2026 and the Company is currently evaluating the impact that this update will have on its disclosures.

7

Note 3 – Shareholders' Equity

Changes in certain components of shareholders' equity for the first two quarters of fiscal years 2024 and 2023 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, 2023	$	371	$	19,720	$	15,535	$	24	(80,203)	$	(8,305)
Net income	—		—		281		—		—	—
Common dividends ($0.95 per share)	—		—		(275)		—		—	—
Issuance of shares under employee and other plans, net	—		(62)		—		—		647	(20)
Share-based compensation	—		83		—		—		—	—
Common stock held in trusts, net (a)	—		—		—		—		(19)	—
Repurchase of common stock	—		—		—		—		(2,118)	(503)
Balance at December 31, 2023	$	371	$	19,741	$	15,540	$	24	(81,692)	$	(8,828)
Net income	—		—		537		—		—	—
Common dividends ($0.95 per share)	—		—		(275)		—		—	—
Issuance of shares under employee and other plans, net	—		(5)		—		2		72	17
Share-based compensation	—		60		—		—		—	—
Common stock held in trusts, net (a)	—		—		—		—		32	—
Balance at March 31, 2024	$	371	$	19,795	$	15,802	$	26	(81,588)	$	(8,811)

	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, 2022	$	365	$	19,553	$	15,157	$	23	(81,283)	$	(8,330)
Net income	—		—		509		—		—	—
Common dividends ($0.91 per share)	—		—		(259)		—		—	—
Preferred dividends	—		—		(23)		—		—	—
Issuance of shares under employee and other plans, net	—		(52)		—		—		556	(3)
Share-based compensation	—		89		—		—		—	—
Common stock held in trusts, net (a)	—		—		—		—		(11)	—
Balance at December 31, 2022	$	365	$	19,590	$	15,384	$	24	(80,738)	$	(8,333)
Net income	—		—		460		—		—	—
Common dividends ($0.91 per share)	—		—		(259)		—		—	—
Preferred dividends	—		—		(23)		—		—	—
Issuance of shares under employee and other plans, net	—		(7)		—		—		21	5
Share-based compensation	—		56		—		—		—	—
Common stock held in trusts, net (a)	—		—		—		—		92	—
Balance at March 31, 2023	$	365	$	19,639	$	15,563	$	24	(80,625)	$	(8,327)

(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.

8

Share Repurchases

In the first quarter of fiscal year 2024, the Company executed and settled accelerated share repurchase agreements for the repurchase of 2.118 million shares of its common stock for total consideration of $500 million, excluding a 1% excise tax on share repurchases of $3 million. The share repurchases were recorded as an increase to Treasury stock and were made pursuant to the repurchase program authorized by the Board of Directors on November 3, 2021, for 10 million shares of BD common stock, for which there is no expiration date.

The components and changes of Accumulated other comprehensive income (loss) for the first two quarters of fiscal years 2024 and 2023 were as follows:

(Millions of dollars)	Total		Foreign Currency Translation		Benefit Plans		Cash Flow Hedges		Available-for-Sale Debt Securities
Balance at September 30, 2023	$	(1,548)	$	(1,078)	$	(571)	$	103	$	—
Other comprehensive income (loss) before reclassifications, net of taxes	21		40		—		(19)		—
Amounts reclassified into income, net of taxes	12		—		12		1		—
Balance at December 31, 2023	$	(1,515)	$	(1,038)	$	(559)	$	84	$	—
Other comprehensive (loss) gain before reclassifications, net of taxes	(31)		(41)		—		9		(1)
Amounts reclassified into income, net of taxes	11		—		12		(1)		—
Balance at March 31, 2024	$	(1,535)	$	(1,079)	$	(548)	$	93	$	(1)

(Millions of dollars)	Total		Foreign Currency Translation		Benefit Plans		Cash Flow Hedges		Available-for-Sale Debt Securities
Balance at September 30, 2022	$	(1,488)	$	(987)	$	(574)	$	75	$	—
Other comprehensive loss before reclassifications, net of taxes	(84)		(80)		—		(4)		—
Amounts reclassified into income, net of taxes	12		—		11		1		—
Balance at December 31, 2022	$	(1,559)	$	(1,067)	$	(563)	$	73	$	—
Other comprehensive loss before reclassifications, net of taxes	(29)		(21)		—		(8)		—
Amounts reclassified into income, net of taxes	13		—		11		2		—
Balance at March 31, 2023	$	(1,575)	$	(1,088)	$	(552)	$	67	$	—

The amounts of foreign currency translation recognized in other comprehensive income during the three and six months ended March 31, 2024 and 2023 included net gains (losses) relating to net investment hedges. The amounts recognized in other comprehensive income relating to cash flow hedges during the three and six months ended March 31, 2024 and 2023 are primarily related to forward starting interest rate swaps. Additional disclosures regarding the Company's derivatives 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 six months ended March 31, 2024 and 2023 were immaterial to the Company's consolidated financial results.

9

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 March 31,		Six Months Ended March 31,
	2024	2023	2024	2023
Average common shares outstanding	289,518	284,292	289,941	284,087
Dilutive share equivalents from share-based plans	826	1,353	1,268	1,273
Average common and common equivalent shares outstanding – assuming dilution	290,344	285,645	291,209	285,360
Share equivalents excluded from the diluted shares outstanding calculation:
Mandatory convertible preferred stock (a)	—	6,060	—	6,060
Share-based plans (b)	1,155	617	545	617

(a)Excluded from the diluted shares outstanding calculation because the result would have been antidilutive.

(b)Excluded from the diluted earnings per share calculation as the exercise prices of these awards were greater than the average market price of the Company’s common shares.

Note 5 – Contingencies

The Company is involved, both as a plaintiff and a defendant, in various legal proceedings that arise in the ordinary course of business, including, without limitation, product liability and environmental matters in certain U.S. and international locations. Given the uncertain nature of litigation generally, the Company is not able, in all cases, to estimate the amount or range of loss that could result from an unfavorable outcome of litigation in which the Company is a party. In accordance with U.S. GAAP, the Company establishes accruals to the extent probable future losses are estimable (and in the case of environmental matters, without considering possible third-party recoveries). With respect to putative class action lawsuits in the United States and certain of the Canadian lawsuits described below, the Company is unable to estimate a range of reasonably possible losses for the following reasons: (i) all or certain of the proceedings are in early stages; (ii) the Company has not received and reviewed complete information regarding all or certain of the plaintiffs and their medical conditions; and/or (iii) there are significant factual issues to be resolved. In addition, there is uncertainty as to the likelihood of a class being certified or the ultimate size of any class. With respect to the civil investigative demands (“CIDs”) served by the Department of Justice which are discussed below, the Company is unable to estimate a range of reasonably possible losses, unless otherwise noted, for the following reasons: (i) all or certain of the proceedings are in early stages; and/or (ii) there are significant factual and legal issues to be resolved.

Product Liability Matters

As of March 31, 2024, the Company is defending approximately 37,330 product liability claims involving the Company’s line of hernia repair devices (collectively, the “Hernia Product Claims”). The Company’s outstanding Hernia Product Claims as of September 30, 2023 were approximately 34,845. The Company’s outstanding product liability claims represent nonhomogeneous populations of claims which vary widely based upon various factors, most notably the quality of the claims. As such, claim activity during any given period may not necessarily be indicative of the Company’s ultimate liability under a mass tort matter. As further discussed below, the Company’s underlying estimate of its product liability includes and already accounts for unfiled claims and as such, the net year-to-date change in the number of outstanding Hernia Product Claims did not materially impact the Company’s product liability accrual as of March 31, 2024. The majority of the outstanding claims are currently pending in a coordinated proceeding in Rhode Island State Court (“RI”) and in a federal multi-district litigation (“MDL”) established in the Southern District of Ohio, but claims are also pending in other state and/or federal court jurisdictions. In addition, outstanding claims include multiple putative class actions in Canada. Generally, the Hernia Product Claims seek damages for personal injury allegedly resulting from use of the products. From time to time, the Company engages in resolution discussions with plaintiffs’ law firms regarding certain of the Hernia Product Claims, but the Company also intends to vigorously defend Hernia Product Claims that do not settle, including through litigation and trial. There are no trials currently scheduled.

The Company also continues to be a defendant in certain other mass tort litigation. As of March 31, 2024, the Company is defending product liability claims involving the Company’s line of pelvic mesh products, the majority of which are pending in a coordinated proceeding in New Jersey Superior Court and in various federal court jurisdictions, the Company’s line of inferior

10

vena cava (“IVC”) filter products, which are pending in various jurisdictions, and the Company’s line of implantable ports, the majority of which are pending in an MDL in the United States District Court for the District of Arizona. The Company believes that it has meritorious defenses and is vigorously defending itself in these matters.

In most product liability litigations like those described above, plaintiffs allege a wide variety of claims, ranging from allegations of serious injury caused by the products to efforts to obtain compensation notwithstanding the absence of any injury. In many of these cases, the Company has not yet received and reviewed complete information regarding the plaintiffs and their medical conditions and, consequently, is unable to fully evaluate the claims. The Company expects that it will receive and review additional information regarding any remaining unsettled product liability matters.

Other Legal Matters

On February 27, 2020, a putative class action captioned Kabak v. Becton, Dickinson and Company, et al., Civ. No. 2:20-cv-02155 (SRC) (CLW), now captioned Industriens Pensionsforsikring v. Becton, Dickinson and Company, et al., was filed in the U.S. District Court for the District of New Jersey against the Company and certain of its officers. The complaint, which purports to be brought on behalf of all persons (other than defendants) who purchased or otherwise acquired the Company's common stock from November 5, 2019 through February 5, 2020, asserts claims for purported violations of Sections 10 and 20 of the Securities Exchange Act of 1934 (“Exchange Act”) and Securities and Exchange Commission (“SEC”) Rule 10b-5 promulgated thereunder, and seeks, among other things, damages and costs. The complaint alleges that defendants concealed certain material information regarding AlarisTM infusion pumps, allegedly rendering certain public statements about the Company’s business, operations and prospects false or misleading, thereby allegedly causing investors to purchase stock at an inflated price. After an initial without prejudice dismissal, additional submissions were filed and the court permitted certain aspects of the case to proceed including claims asserted on behalf of option holders. In October 2023, an agreement in principle was reached to resolve this matter for $85 million, for which the Company is adequately reserved and largely insured; the terms of the settlement were preliminarily approved by the court on January 18, 2024, and final approval and judgment dismissing the case was entered on April 22, 2024.

On November 2, 2020, a putative shareholder derivative action captioned Jankowski v. Forlenza, et al., Civ. No. 2:20-cv-15474, was filed in the U.S. District Court for the District of New Jersey by a shareholder, derivatively on behalf of the Company, against certain of the Company’s directors and officers. The complaint asserts claims for breach of fiduciary duty; violations of sections 10(b), 14(a) and 21D of the Exchange Act, and insider trading. The complaint principally alleges, that the Company made misleading statements regarding AlarisTM infusion pumps in a proxy statement and other SEC filings. A second derivative action was filed on January 24, 2021, and the two actions were consolidated. In March 2021, the Company received letters from two additional shareholders which, in general, mirrored the allegations in the derivative actions, and demanded, among other things, that the Board of Directors pursue claims against members of management for claimed breaches of fiduciary duties. Consistent with New Jersey law, the Board appointed a special committee to review the allegations and demands in the derivative actions and demand letters. Following an investigation, the special committee determined that no action was warranted, and rejected the shareholders’ demands, communicating its determination to counsel for the shareholders. On January 10, 2023, one of the two shareholders referenced above filed a separate derivative action that: (i) is generally consistent with the shareholder letter and the two prior actions; and (ii) purports to challenge the reasonableness of the special committee’s process and determination. The Company believes that it has meritorious defenses and is vigorously defending itself in these matters.

Beginning in February 2021, the Company received subpoenas from the Enforcement Division of the SEC requesting information from the Company relating to, among other things, AlarisTM infusion pumps. The Company is cooperating with the SEC and responding to these requests, including requests for employee interviews and depositions. The Company cannot anticipate the timing, scope, outcome or possible impact of the investigation, financial or otherwise.

In July 2017, C.R. Bard received a CID from the Department of Justice seeking documents and information relating to an investigation into possible violations of the False Claims Act in connection with the sales and marketing of FloChec® and QuantaFloTM devices. The Company has responded to these requests and met with the Department of Justice in February 2024; discussions are ongoing.

In April 2019, the Department of Justice served the Company and CareFusion with CIDs seeking information regarding certain of CareFusion’s contracts with the Department of Veteran’s Affairs for certain products, including AlarisTM and PyxisTM devices, in connection with a civil investigation of possible violations of the False Claims Act, and the government later expanded the investigation to include several additional contracts. The government has made several requests for documents and interviews or depositions of Company personnel. The Company is cooperating with the government and responding to these requests.

11

In September 2021, the Company received a CID related to an inquiry initiated by the Department of Justice in the Northern District of Georgia in 2018 concerning sales and marketing practices with respect to certain aspects of the Company’s urology business. After multiple document productions and interviews, the Company and the government mediated the case in an effort to resolve this dispute; an agreement in principle has been reached subject to satisfactory resolution with the Office of the Inspector General to resolve this matter for an adequately reserved amount that is not material to the Company’s consolidated financial results.

In April 2023, the Department of Justice served the Company with a CID seeking information regarding the Company’s GenesisTM container products in connection with an investigation of possible violations of the False Claims Act. The government has requested documents and the Company is cooperating with the government and responding to its requests.

In September 2021, the Company was served with a complaint from the New Mexico Attorney General, alleging violations of the state’s consumer protection laws in connection with the sales and marketing of its IVC filters. The Company’s motion to dismiss certain of the claims was granted on May 10, 2022 and discovery is proceeding as to the remaining claims. Trial is currently scheduled for October 2024. The Company believes that it has meritorious defenses and is vigorously defending itself in this matter. The Company cannot anticipate the timing, scope, outcome or possible impact at present.

The Company was sued in state and federal courts in Georgia by plaintiffs who work or reside near Company facilities in Covington, GA, where ethylene oxide (“EtO”) sterilization activities take place. The federal cases have been dismissed and refiled in state court. The plaintiffs in the cases seek compensatory and punitive damages. Pursuant to Georgia statute, punitive damages in these cases are generally capped at $250,000 per claimant. The cases allege a variety of injuries, including but not limited to multiple types of cancer, allegedly attributable to exposure to EtO. The Company does not believe these cases are appropriate for class action treatment and they have not been filed as such. As of March 31, 2024, the Company has approximately 235 of such suits involving approximately 350 plaintiffs asserting personal injury claims; approximately 45 of the cases also allege injury caused by exposure to a chemical of another defendant entirely unrelated to the Company. Two trial dates have been set in 2024. The Company believes that it has meritorious defenses and is vigorously defending itself in these matters.

The Company is also involved both as a plaintiff and a defendant in other legal proceedings and claims that arise in the ordinary course of business. The Company believes that it has meritorious defenses and is vigorously defending itself in each of these matters.

Except for the matters for which a potential disposition has been noted per above, the Company cannot predict the outcome of the other legal matters discussed above, nor can it predict whether any outcome will have a material adverse effect on the Company’s consolidated results of operations and/or consolidated cash flows. Accordingly, the Company has made no provisions for these legal matters in its consolidated results of operations.

The Company is a potentially responsible party to a number of federal administrative proceedings in the United States brought under the Comprehensive Environment Response, Compensation and Liability Act, also known as “Superfund,” and similar state laws. The Company also is subject to administrative proceedings under environmental laws in jurisdictions outside the U.S. The affected sites are in varying stages of development. In some instances, the remedy has been completed, while in others, environmental studies are underway or commencing. For several sites, there are other potentially responsible parties that may be jointly or severally liable to pay all or part of cleanup costs. While it is not feasible to predict the outcome of these proceedings, based upon the Company’s experience, current information and applicable law, the Company does not expect these proceedings to have a material adverse effect on its consolidated results of operations and/or consolidated cash flows.

Litigation Accruals

The Company regularly monitors and evaluates the status of product liability and other litigated matters, and may, from time-to-time, engage in settlement discussions and mediation taking into consideration, among other things, developments in the litigation and the risks and uncertainties associated therewith. These activities have resulted in confidential settlements and going forward could result in further settlements, the terms of which would be confidential. A determination of the accrual amounts for these contingencies is made after analysis of each litigation matter. When appropriate, the accrual is developed with the consultation of outside counsel and, in the case of certain mass tort litigation, actuarial specialists regarding the nature, timing, and extent of each matter.

The Company considers relevant information when estimating its product liability accruals, including, but not limited to: the nature, number, and quality of unfiled and filed claims; the rate of claims being filed; the status of settlement discussions with plaintiffs’ counsel; the allegations and documentation supporting or refuting such allegations; publicly available information regarding similar medical device mass tort settlements; historical information regarding other product liability settlements involving the Company; and the stage of litigation. Because currently available information regarding product liability matters

12

is often limited, there is inherent uncertainty and volatility relating to the Company’s estimate of product liability. As additional information becomes available, the Company records adjustments to its product liability accruals as required.

Accruals for the Company's product liability claims which are discussed above, as well as the related legal defense costs, amounted to approximately $1.7 billion and $1.9 billion at March 31, 2024 and September 30, 2023, respectively. These accruals, which are generally long-term in nature, are largely recorded within Deferred Income Taxes and Other Liabilities on the Company's condensed consolidated balance sheets. The decrease in the Company’s product liability accrual as of March 31, 2024, as compared with September 30, 2023, largely reflected reductions to the accrual due to the payment of settlements and legal fees, as well as an adjustment of $41 million due to the favorable resolution of claims during the first quarter of fiscal year 2024. The increase in the number of outstanding hernia repair device claims discussed above did not materially impact the Company’s product liability accrual because the underlying estimate of the Company’s liability includes and already accounts for unfiled claims. Moreover, the accrual reflects the determination that the quality of new hernia repair device claims has generally diminished over time. Claim activity during the first two quarters of fiscal year 2024 relating to the pelvic mesh device and IVC filter matters did not materially impact the Company’s product liability accrual as of March 31, 2024.

Additionally, the particular outcome in any one product liability trial is typically not representative of potential outcomes of all cases or claims. Because the accrual already contemplates a wide range of possible outcomes, including those with a de minimis value, individual outcomes generally do not impact the value of other cases in the total case inventory or the overall product liability accrual.

In view of the uncertainties discussed above, the Company could incur charges in excess of any currently established accruals and, to the extent available, liability insurance. In the opinion of management, any such future charges, individually or in the aggregate, could have a material adverse effect on the Company’s consolidated results of operations, financial condition, and/or consolidated cash flows.

Note 6 – Revenues

The Company’s policies for recognizing sales have not changed from those described in the Company’s 2023 Annual Report on Form 10-K. The Company sells a broad range of medical supplies, devices, laboratory equipment and diagnostic products which are distributed through independent distribution channels and directly by BD through sales representatives. End-users of the Company's products include healthcare institutions, physicians, life science researchers, clinical laboratories, the pharmaceutical industry and the general public. In the current and prior-year periods, the Company generated revenues attributable to licensing, which includes consideration received in exchange for the use of BD intellectual property by third parties.

Measurement of Revenues

The Company’s allowance for doubtful accounts reflects the current estimate of credit losses expected to be incurred over the life of its trade receivables. Such estimated credit losses are determined based on historical loss experiences, customer-specific credit risk, and reasonable and supportable forward-looking information, such as country or regional risks that are not captured in the historical loss information. The allowance for doubtful accounts for trade receivables is not material to the Company's consolidated financial results.

The Company's gross revenues are subject to a variety of deductions which are recorded in the same period that the underlying revenues are recognized. Such variable consideration includes rebates, sales discounts and sales returns. The Company’s rebate liability at March 31, 2024 and September 30, 2023 was $593 million and $538 million, respectively. The impact of other forms of variable consideration, including sales discounts and sales returns, is not material to the Company's revenues.

Effects of Revenue Arrangements on Consolidated Balance Sheets

Capitalized contract costs associated with the costs to fulfill contracts for certain products in the Medication Management Solutions organizational unit are immaterial to the Company's condensed consolidated balance sheets. Commissions relating to revenues recognized over a period longer than one year are recorded as assets which are amortized over the period over which the revenues underlying the commissions are recognized. Capitalized contract costs related to such commissions are immaterial to the Company's condensed consolidated balance sheets.

Contract liabilities for unearned revenue that is allocable to performance obligations, such as extended warranty and software maintenance contracts, which are performed over time, were approximately $440 million and $412 million as of March 31, 2024 and September 30, 2023, respectively, and are included in Payables, accrued expenses and other current liabilities on the

13

Company’s condensed consolidated balance sheets. The Company's liability for product warranties provided under its agreements with customers is not material to its condensed consolidated balance sheets.

Remaining Performance Obligations

The Company's obligations relative to service contracts and pending installations of equipment, primarily in the Company's Medication Management Solutions unit, represent unsatisfied performance obligations of the Company. The revenues under existing contracts with original expected durations of more than one year, which are attributable to products and/or services that have not yet been installed or provided are estimated to be approximately $2.3 billion at March 31, 2024. The Company expects to recognize the majority of this revenue over the next three years.

Within the Company's Medication Management Solutions, Medication Delivery Solutions, Integrated Diagnostic Solutions, and Biosciences units, some contracts also contain minimum purchase commitments of reagents or other consumables, and the future sales of these consumables represent additional unsatisfied performance obligations of the Company. The revenue attributable to the unsatisfied minimum purchase commitment-related performance obligations, for contracts with original expected durations of more than one year, is estimated to be approximately $2.1 billion at March 31, 2024. This revenue will be recognized over the customer relationship periods.

Disaggregation of Revenues

A disaggregation of the Company's revenues by segment, organizational unit and geographic region is provided in Note 7.

Note 7 – Segment Data

The Company's organizational structure is based upon three worldwide business segments: BD Medical (“Medical”), BD Life Sciences (“Life Sciences”) and BD Interventional (“Interventional”). The Company's segments are strategic businesses that are managed separately because each one develops, manufactures and markets distinct products and services. Segment disclosures are on a performance basis consistent with internal management reporting. The Company evaluates performance of its business segments and allocates resources to them primarily based upon segment operating income, which represents revenues reduced by product costs and operating expenses.

14

Revenues by segment, organizational unit and geographical areas for the three and six-month periods are detailed below. The Company has no material intersegment revenues.

	Three Months Ended March 31,
(Millions of dollars)	2024						2023
	United States		International		Total		United States		International		Total
Medical
Medication Delivery Solutions	$	662	$	445	$	1,107	$	616	$	454	$	1,070
Medication Management Solutions	609		162		772		550		173		723
Pharmaceutical Systems	157		413		570		173		394		567
Total segment revenues	$	1,429	$	1,020	$	2,449	$	1,339	$	1,022	$	2,360
Life Sciences
Integrated Diagnostic Solutions	$	437	$	490	$	927	$	422	$	466	$	888
Biosciences	142		235		377		159		228		386
Total segment revenues	$	579	$	724	$	1,304	$	581	$	694	$	1,275
Interventional
Surgery	$	287	$	92	$	379	$	295	$	86	$	381
Peripheral Intervention	264		225		489		256		213		468
Urology and Critical Care	347		78		424		263		74		336
Total segment revenues	$	898	$	395	$	1,292	$	813	$	373	$	1,186
Total Company revenues	$	2,906	$	2,139	$	5,045	$	2,733	$	2,088	$	4,821

	Six Months Ended March 31,
(Millions of dollars)	2024						2023
	United States		International		Total		United States		International		Total
Medical
Medication Delivery Solutions	$	1,301	$	857	$	2,159	$	1,235	$	873	$	2,109
Medication Management Solutions	1,203		315		1,518		1,114		316		1,430
Pharmaceutical Systems	285		717		1,002		292		684		976
Total segment revenues	$	2,789	$	1,890	$	4,679	$	2,642	$	1,873	$	4,515
Life Sciences
Integrated Diagnostic Solutions	$	881	$	959	$	1,840	$	930	$	911	$	1,841
Biosciences	285		466		752		296		440		736
Total segment revenues	$	1,166	$	1,426	$	2,592	$	1,226	$	1,351	$	2,577
Interventional
Surgery	$	568	$	181	$	748	$	582	$	162	$	744
Peripheral Intervention	498		444		943		492		410		902
Urology and Critical Care	634		156		789		522		148		670
Total segment revenues	$	1,699	$	781	$	2,480	$	1,595	$	720	$	2,315
Total Company revenues	$	5,655	$	4,096	$	9,751	$	5,462	$	3,944	$	9,407

15

Segment income for the three and six-month periods was as follows:

	Three Months Ended March 31,				Six Months Ended March 31,
(Millions of dollars)	2024		2023		2024		2023
Income Before Income Taxes
Medical	$	662	$	641	$	1,197	$	1,195
Life Sciences	415		394		787		827
Interventional	388		297		679		598
Total Segment Operating Income	1,465		1,333		2,663		2,621
Integration and restructuring expense	(101)		(62)		(176)		(106)
Net interest expense	(99)		(108)		(176)		(204)
Other unallocated items (a)	(632)		(635)		(1,320)		(1,301)
Total Income Before Income Taxes	$	633	$	529	$	991	$	1,009

(a)Primarily comprised of foreign exchange, certain general and administrative expenses and share-based compensation expense.

Note 8 – Benefit Plans

The Company has defined benefit pension plans covering certain employees in the United States and certain international locations. The measurement date used for these plans is September 30.

Net pension cost included the following components for the three and six-month periods:

	Three Months Ended March 31,				Six Months Ended March 31,
(Millions of dollars)	2024		2023		2024		2023
Service cost	$	22	$	22	$	47	$	46
Interest cost	35		32		74		67
Expected return on plan assets	(38)		(35)		(80)		(73)
Amortization of prior service credit	(1)		(2)		(2)		(3)
Amortization of loss	14		15		30		32
Settlement loss	—		1		—		1
Net pension cost	$	33	$	34	$	69	$	70

The amounts provided above for amortization of prior service credit and amortization of loss represent the reclassifications of prior service credits and net actuarial losses that were recognized in Accumulated other comprehensive income (loss) in prior periods. All components of the Company’s net periodic pension and postretirement benefit costs, aside from service cost, are recorded to Other (expense) income, net on its condensed consolidated statements of income.

16

Note 9 – Business Restructuring Charges

The Company incurred restructuring costs during the six months ended March 31, 2024, primarily in connection with the Company's simplification and other cost-saving initiatives, which were recorded within Integration and restructuring expense. These simplification and other cost-saving initiatives are focused on reducing complexity, enhancing product quality, refining customer experience, and improving cost efficiency across all of the Company’s segments.

Restructuring liability activity for the six months ended March 31, 2024 was as follows:

(Millions of dollars)	Employee Termination		Other (a)		Total
Balance at September 30, 2023	$	79	$	1	$	80
Charged to expense	60		107		167
Cash payments	(71)		(73)		(144)
Non-cash settlements	—		(34)		(34)
Other adjustments	1		—		1
Balance at March 31, 2024	$	69	$	1	$	70

(a)    Expense primarily relates to other costs associated with the execution of the Company’s cost efficiency and restructuring programs, such as incremental project management costs and asset write-offs.

Note 10 – Intangible Assets

Intangible assets consisted of:

	March 31, 2024						September 30, 2023
(Millions of dollars)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets
Developed technology	$	15,095	$	(7,557)	$	7,538	$	15,080	$	(7,023)	$	8,058
Customer relationships	4,860		(2,696)		2,164		4,859		(2,521)		2,338
Patents, trademarks and other	1,164		(652)		512		1,130		(624)		505
Amortized intangible assets	$	21,119	$	(10,905)	$	10,214	$	21,069	$	(10,168)	$	10,901
Unamortized intangible assets
Acquired in-process research and development	$	44					$	44
Trademarks	2						2
Unamortized intangible assets	$	46					$	46

Intangible amortization expense was $366 million for each of the three months ended March 31, 2024 and 2023 and $731 million for each of the six months ended March 31, 2024 and 2023.

The following is a reconciliation of goodwill by business segment:

(Millions of dollars)	Medical		Life Sciences		Interventional		Total
Goodwill as of September 30, 2023	$	10,955	$	897	$	12,670	$	24,522
Currency translation	20		3		22		44
Goodwill as of March 31, 2024	$	10,974	$	900	$	12,692	$	24,566

Note 11 – Derivative Instruments and Hedging Activities

The Company uses derivative instruments to mitigate certain exposures. The Company does not enter into derivative financial instruments for trading or speculative purposes. The effects these derivative instruments and hedged items had on the Company’s balance sheets and the fair values of the derivatives outstanding at March 31, 2024 and September 30, 2023 were not material. The effects on the Company’s financial performance and cash flows are provided below.

17

Foreign Currency Risks and Related Strategies

The Company has foreign currency exposures throughout Europe, Greater Asia, Canada and Latin America. Transactional currency exposures that arise from entering into transactions, generally on an intercompany basis, in non-hyperinflationary countries that are denominated in currencies other than the functional currency are mitigated primarily through the use of forward contracts. In order to mitigate foreign currency exposure relating to its investments in certain foreign subsidiaries, the Company has hedged the currency risk associated with those investments with certain instruments, such as foreign currency-denominated debt and cross-currency swaps, which are designated as net investment hedges, as well as currency exchange contracts.

The notional amounts of the Company’s foreign currency-related derivative instruments as of March 31, 2024 and September 30, 2023 were as follows:

(Millions of dollars)	Hedge Designation	March 31, 2024		September 30, 2023
Foreign exchange contracts (a)	Undesignated	$	2,220	$	3,146
Foreign currency-denominated debt (b)	Net investment hedges	1,891		1,056
Cross-currency swaps (c)	Net investment hedges	2,119		2,119

(a)Represent hedges of transactional foreign exchange exposures resulting primarily from intercompany payables and receivables. Gains and losses on these instruments are recognized immediately in income. These gains and losses are largely offset by gains and losses on the underlying hedged items, as well as the hedging costs associated with the derivative instruments. Net amounts recognized in Other (expense) income, net, during the three and six months ended March 31, 2024 and 2023 were immaterial to the Company's consolidated financial results.

(b)Represents foreign currency-denominated long-term notes outstanding which were effective as economic hedges of net investments in certain of the Company's foreign subsidiaries.

(c)Represents cross-currency swaps which were effective as economic hedges of net investments in certain of the Company's foreign subsidiaries.

Net gains or losses relating to the net investment hedges, which are attributable to changes in the foreign currencies to U.S. dollar spot exchange rates, are recorded as accumulated foreign currency translation in Other comprehensive income (loss). Upon the termination of a net investment hedge, any net gain or loss included in Accumulated other comprehensive income (loss) relative to the investment hedge remains until the foreign subsidiary investment is disposed of or is substantially liquidated.

Net gains (losses) recorded to Accumulated other comprehensive income (loss) relating to the Company's net investment hedges for the three and six-month periods were as follows:

	Three Months Ended March 31,				Six Months Ended March 31,
(Millions of dollars)	2024		2023		2024		2023
Foreign currency-denominated debt	$	4	$	(22)	$	(25)	$	(164)
Cross-currency swaps (a)	21		(21)		$	(34)	$	(101)

(a) The amounts for the three and six months ended March 31, 2023 include a gain, net of tax, of $13 million recognized on terminated cross-currency swaps.

Interest Rate Risks and Related Strategies

The Company uses a mix of fixed and variable rate debt to manage its interest rate exposure, and periodically uses interest rate swaps to manage such exposures. Under these interest rate swaps, the Company exchanges, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. These swaps are designated as either cash flow or fair value hedges.

Changes in the fair value of the interest rate swaps designated as cash flow hedges (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk) are recorded in Other comprehensive income (loss). If interest rate derivatives designated as cash flow hedges are terminated, the balance in Accumulated other comprehensive income (loss) attributable to those derivatives is reclassified into earnings, within Interest expense, over the remaining life of the hedged debt. The amounts reclassified from accumulated other comprehensive income relating to cash flow hedges during the three and six months ended March 31, 2024 and 2023, as well as the amounts expected to be reclassified within the next 12 months, are not material to the Company's consolidated financial results.

18

Net after-tax gains (losses) recorded in Other comprehensive income relating to interest rate cash flow hedges were immaterial to the Company’s consolidated financial results during the three and six months ended March 31, 2024 and 2023. The net amounts recognized during the three and six months ended March 31, 2024 included a net after-tax gain of $67 million that was realized upon the Company’s termination of $500 million of forward starting interest rate swaps.

For interest rate swaps designated as fair value hedges (i.e., hedges against the exposure to changes in the fair value of an asset or a liability or an identified portion thereof that is attributable to a particular risk), changes in the fair value of the interest rate swaps offset changes in the fair value of the fixed rate debt due to changes in market interest rates. Amounts recorded during the three and six months ended March 31, 2024 and 2023 were immaterial to the Company's consolidated financial results.

The notional amounts of the Company’s interest rate-related derivative instruments as of March 31, 2024 and September 30, 2023 were as follows:

(Millions of dollars)	Hedge Designation	March 31, 2024		September 30, 2023
Interest rate swaps (a)	Fair value hedges	$	700	$	700
Forward starting interest rate swaps (b)	Cash flow hedges	—		500

(a)Represents fixed-to-floating interest rate swap agreements the Company entered into to convert the interest payments on certain long-term notes from the fixed rate to a floating interest rate based on secured overnight financing rates (“SOFR”).

(b)Represents interest rate derivatives entered into to mitigate exposure to interest rate risk related to future debt issuances.

Other Risk Exposures

The Company purchases resins, which are oil-based components used in the manufacture of certain products. Significant increases in world oil prices that lead to increases in resin purchase costs could impact future operating results. From time to time, the Company has managed price risks associated with these commodity purchases through commodity derivative forward contracts. The Company's commodity derivative forward contracts at March 31, 2024 and September 30, 2023 were immaterial to the Company's consolidated financial results.

Note 12 – Financial Instruments and Fair Value Measurements

The following reconciles cash and equivalents and restricted cash reported within the Company's condensed consolidated balance sheets at March 31, 2024 and September 30, 2023 to the total of these amounts shown on the Company's condensed consolidated statements of cash flows:

(Millions of dollars)	March 31, 2024		September 30, 2023
Cash and equivalents	$	2,348	$	1,416
Restricted cash	46		65
Cash and equivalents and restricted cash	$	2,394	$	1,481

Cash equivalents consist of all highly liquid investments with a maturity of three months or less at time of purchase. Restricted cash consists of cash restricted from withdrawal and usage except for certain product liability matters.

The fair values of the Company’s financial instruments are as follows:

(Millions of dollars)	Basis of fair value measurement	March 31, 2024		September 30, 2023
Institutional money market accounts (a)	Level 1	$	411	$	373
Current portion of long-term debt (b)	Level 2	2,001		1,122
Long-term debt (b)	Level 2	14,763		12,850

(a)These financial instruments are recorded within Cash and equivalents on the condensed consolidated balance sheets. The institutional money market accounts permit daily redemption. The fair values of these investments are based upon the quoted prices in active markets provided by the holding financial institutions.

(b)Long-term debt is recorded at amortized cost. The fair value of long-term debt is measured based upon quoted prices in active markets for similar instruments.

Short-term investments are held to their maturities and are carried at cost, which approximates fair value. The short-term investments primarily consist of time deposits with maturities greater than three months and less than one year. All other

19

instruments measured by the Company at fair value, including derivatives, contingent consideration liabilities and available-for-sale debt securities, are immaterial to the Company's condensed consolidated balance sheets.

Transfers of Trade Receivables

Over the normal course of its business activities, the Company transfers certain trade receivable assets to third parties under factoring agreements. Per the terms of these agreements, the Company surrenders control over its trade receivables upon transfer. Accordingly, the Company accounts for the transfers as sales of trade receivables by recognizing an increase to Cash and equivalents and a decrease to Trade receivables, net when proceeds from the transactions are received. The costs incurred by the Company in connection with factoring activities were not material to its consolidated financial results. The amounts transferred and yet to be remitted under factoring arrangements are provided below.

	Three Months Ended March 31,				Six Months Ended March 31,
(Millions of dollars)	2024		2023		2024		2023
Trade receivables transferred to third parties under factoring arrangements	$	361	$	750	$	740	$	1,490

	March 31, 2024		September 30, 2023
Amounts yet to be collected and remitted to the third parties	$	357	$	357

Supplier Finance Programs

The Company has agreements where participating suppliers are provided the ability to receive early payment of the Company’s obligations at a nominal discount through supplier finance programs entered into with third party financial institutions. The Company is not a party to these arrangements, and these programs do not impact the Company’s obligations or affect the Company’s payment terms, which generally range from 90 to 150 days. The agreements with the financial institutions do not require the Company to provide assets pledged as security or other forms of guarantees for the supplier finance programs. The Company had $111 million and $94 million of outstanding payables related to supplier finance programs as of March 31, 2024 and September 30, 2023, respectively, which were recorded within Payables, accrued expenses and other current liabilities on the Company's condensed consolidated balance sheets.

Note 13 – Debt

In February 2024, the Company issued $625 million of 4.874% notes due February 8, 2029, $550 million of 5.110% notes due February 8, 2034 and €750 million ($806 million) of 3.519% Euro-denominated notes due February 8, 2031.

20

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following commentary should be read in conjunction with the condensed consolidated financial statements and accompanying notes presented in this report. Within the tables presented throughout this discussion, certain columns 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. References to years throughout this discussion relate to our fiscal years, which end on September 30.

Company Overview

Becton, Dickinson and Company (“BD”) is a global medical technology company engaged in the development, manufacture and sale of a broad range of medical supplies, devices, laboratory equipment and diagnostic products used by healthcare institutions, physicians, life science researchers, clinical laboratories, the pharmaceutical industry and the general public. The Company's organizational structure is based upon three principal business segments, BD Medical (“Medical”), BD Life Sciences (“Life Sciences”) and BD Interventional (“Interventional”).

BD’s products are manufactured and sold worldwide. Our products are marketed in the United States and internationally through independent distribution channels and directly to end-users by BD and independent sales representatives. We organize our operations outside the United States as follows: EMEA (which includes Europe, the Middle East and Africa); Greater Asia (which includes countries in Greater China, Japan, South Asia, Southeast Asia, Korea, Australia and New Zealand); Latin America (which includes Mexico, Central America, the Caribbean and South America); and Canada. We continue to pursue growth opportunities in emerging markets, which include the following geographic regions: Eastern Europe, the Middle East and Africa (collectively referred to below as “EMA”), as well as Latin America and certain countries within Greater Asia.

Key Trends Affecting Results of Operations

Our BD 2025 strategy for growth is anchored in three pillars: grow, simplify and empower. As we execute this strategy, we continue to invest in research and development, strategic tuck-in acquisitions, geographic expansion, and new product programs to drive further revenue and profit growth. Our ability to sustain our long-term growth will depend on a number of factors, including our ability to expand our core business (including strategic geographical expansion), and develop innovative new products, as well as continue to improve operating efficiency and organizational effectiveness.

Our operations, supply chain, suppliers and customers are exposed to various global macroeconomic factors and we continually evaluate macroeconomic conditions to assess their potential impact to our operations and financial results. Macroeconomic factors which affected our operations and impacted results in the second quarter of fiscal year 2024 included the following:

•As anticipated, market dynamics in China, such as volume-based procurement programs (“VoBP”), had an adverse impact on our results of operations, particularly in our Medical segment and these dynamics could continue to unfavorably impact our results of operations.

•As is further discussed below, our labor costs were generally higher in our second quarter compared with the prior-year period. The supply of labor continues to be limited in certain markets and as such, labor availability and costs could continue to unfavorably impact our results of operations.

•Although logistics capacity constraints did not materially impact our second quarter financial results, adequate supply of transportation capacity is critical to our operations and constrained capacity may unfavorably impact our results of operations.

In addition, current healthcare delivery has transitioned more care from acute to non-acute settings and has increased focus on chronic disease management; this transition has placed additional financial pressure on hospitals and the broader healthcare system. Healthcare institutions may take actions to mitigate any persistent pressures on their budgets and such actions could impact the future demand for our products and services. Additionally, a deterioration of staffing levels within healthcare systems may affect the prioritization of healthcare services, which could also impact the demand for certain of our products.

Certain geopolitical conditions, including the evolving situations in Ukraine, the Middle East and Asia, may impact global macroeconomic conditions, such as those discussed above. While these geopolitical conditions have not materially impacted our results of operations to date, the continuation and/or an escalation of these evolving situations may weaken the global economy and could result in additional inflationary pressures and supply chain constraints, including the unavailability and cost of energy.

We have been mitigating the impacts of the macroeconomic and other factors discussed above through various strategies which leverage our procurement, logistics and manufacturing capabilities. However, there can be no assurance that we will be able to effectively mitigate these pressures in future periods and an inability to offset these pressures through our strategies, at least in part, could adversely impact our results of operations. Due to the significant uncertainty that exists relative to the duration and overall impact of the macroeconomic and other factors discussed above, our future operating performance, particularly in the

21

short-term, may be subject to volatility. The impacts of macroeconomic and other conditions on our business, results of operations, financial condition and cash flows are dependent on certain factors, including those discussed in Part I, Item 1A. Risk Factors of our 2023 Annual Report on Form 10-K (the “2023 Annual Report”).

Overview of Financial Results and Financial Condition

For the three months ended March 31, 2024, worldwide revenues of $5.045 billion increased 4.6% from the prior-year period. This increase reflected the following impacts:

	Increase (decrease) in current-period revenues
Volume/other (a)	5.0	%
Impact due to sale of Surgical Instrumentation platform	(0.9)	%
Pricing	0.6	%
Foreign currency translation	(0.1)	%
Increase in revenues from the prior-year period	4.6	%

(a) Volume/other includes revenues attributable to products, services and licensing.

Cash flows from continuing operating activities were $1.369 billion in the first six months of fiscal year 2024. At March 31, 2024, we had $3.222 billion in cash and equivalents and short-term investments, including restricted cash. We continued to return value to our shareholders in the form of dividends. During the first six months of fiscal year 2024, we paid cash dividends to common shareholders of $550 million.

Each reporting period, we face currency exposure that arises from translating the results of our worldwide operations to the U.S. dollar at exchange rates that fluctuate from the beginning of such period. The second quarter fiscal year 2024 impact of foreign currency translation on our revenues is provided above and the impact on our earnings is provided further below. We evaluate our results of operations on both a reported and a foreign currency-neutral basis, which excludes the impact of fluctuations in foreign currency exchange rates. As exchange rates are an important factor in understanding period-to-period comparisons, we believe the presentation of results on a foreign currency-neutral basis in addition to reported results helps improve investors’ ability to understand our operating results and evaluate our performance in comparison to prior periods. Foreign currency-neutral ("FXN") information compares results between periods as if exchange rates had remained constant period-over-period. We use results on a foreign currency-neutral basis as one measure to evaluate our performance. We calculate foreign currency-neutral percentages by converting our current-period local currency financial results using the prior-period foreign currency exchange rates and comparing these adjusted amounts to our current-period results. These results should be considered in addition to, not as a substitute for, results reported in accordance with U.S. generally accepted accounting principles ("GAAP"). Results on a foreign currency-neutral basis, as we present them, may not be comparable to similarly titled measures used by other companies and are not measures of performance presented in accordance with U.S. GAAP.

22

Results of Operations

Medical Segment

The following summarizes second quarter Medical revenues by organizational unit:

	Three months ended March 31,
(Millions of dollars)	2024		2023		Total Change		Estimated FX Impact		FXN Change
Medication Delivery Solutions	$	1,107	$	1,070	3.5	%	—	%	3.5	%
Medication Management Solutions	772		723		6.7	%	0.2	%	6.5	%
Pharmaceutical Systems	570		567		0.6	%	0.3	%	0.3	%
Total Medical Revenues	$	2,449	$	2,360	3.8	%	0.1	%	3.7	%

The Medical segment’s revenue growth in the second quarter of 2024 primarily reflected the following:

•Strong global demand for catheters within the Medication Delivery Solutions unit’s Vascular Access Management portfolio, partially offset by the impact of unfavorable market dynamics in China.

•Strength in infusion system sales within the Medication Management Solutions unit, partially offset by an unfavorable comparison to strong dispensing and pharmacy automation installations in the prior-year period.

•Growth in sales of the Pharmaceutical Systems unit’s prefillable solutions in the biologic drug category, offset by customer order patterns relating to other drug categories.

Medical segment total revenues for the six-month periods were as follows:

	Six months ended March 31,
(Millions of dollars)	2024		2023		Total Change		Estimated FX Impact		FXN Change
Total Medical Revenues	$	4,679	$	4,515	3.6	%	0.6	%	3.0	%

Medical segment income for the three and six-month periods is provided below.

	Three months ended March 31,				Six months ended March 31,
(Millions of dollars)	2024		2023		2024		2023
Medical segment income	$	662	$	641	$	1,197	$	1,195