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, 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
3.828% Notes due June 7, 2032	BDX32A	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 289,042,418 shares of Common Stock, $1.00 par value, outstanding at June 30, 2024.

BECTON, DICKINSON AND COMPANY

FORM 10-Q

For the quarterly period ended June 30, 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	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	42
Signatures		43

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,
	2024		2023		2024		2023
Revenues	$	4,990	$	4,878	$	14,741	$	14,285
Cost of products sold	2,683		2,778		8,103		7,816
Selling and administrative expense	1,196		1,190		3,601		3,581
Research and development expense	299		306		888		956
Integration, restructuring and transaction expense	112		70		288		175
Other operating expense (income), net	98		(13)		86		(7)
Total Operating Costs and Expenses	4,388		4,329		12,966		12,523
Operating Income	602		549		1,775		1,762
Interest expense	(137)		(119)		(373)		(339)
Interest income	48		24		108		40
Other (expense) income, net	(13)		17		(19)		18
Income Before Income Taxes	500		471		1,491		1,481
Income tax provision	13		64		186		104
Net Income	487		407		1,305		1,376
Preferred stock dividends	—		(15)		—		(60)
Net income applicable to common shareholders	$	487	$	392	$	1,305	$	1,316
Basic Earnings per Share	$	1.68	$	1.37	$	4.50	$	4.62
Diluted Earnings per Share	$	1.68	$	1.36	$	4.49	$	4.60
Dividends per Common Share	$	0.95	$	0.91	$	2.85	$	2.73

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,
	2024		2023		2024		2023
Net Income	$	487	$	407	$	1,305	$	1,376
Other Comprehensive (Loss) Income, Net of Tax
Foreign currency translation adjustments	(53)		44		(54)		(57)
Defined benefit pension and postretirement plans	12		11		35		34
Cash flow hedges	(2)		12		(12)		4
Unrealized loss on available-for-sale debt securities	—		—		(1)		—
Other Comprehensive (Loss) Income, Net of Tax	(44)		68		(32)		(20)
Comprehensive Income	$	443	$	475	$	1,274	$	1,357

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

	June 30, 2024		September 30, 2023
Assets	(Unaudited)
Current Assets:
Cash and equivalents	$	4,459	$	1,416
Restricted cash	28		65
Short-term investments	851		8
Trade receivables, net	2,596		2,534
Inventories:
Materials	763		714
Work in process	406		381
Finished products	2,087		2,178
	3,255		3,273
Prepaid expenses and other	1,018		1,380
Total Current Assets	12,207		8,676
Property, Plant and Equipment	13,922		13,578
Less allowances for depreciation and amortization	7,404		7,021
Property, Plant and Equipment, Net	6,518		6,557
Goodwill	24,546		24,522
Developed Technology, Net	7,275		8,058
Customer Relationships, Net	2,076		2,338
Other Intangibles, Net	559		552
Other Assets	2,401		2,078
Total Assets	$	55,582	$	52,780
Liabilities and Shareholders’ Equity
Current Liabilities:
Current debt obligations	$	1,192	$	1,141
Payables, accrued expenses and other current liabilities	5,413		5,500
Total Current Liabilities	6,605		6,641
Long-Term Debt	18,131		14,738
Long-Term Employee Benefit Obligations	907		1,023
Deferred Income Taxes and Other Liabilities	4,071		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 June 30, 2024 and September 30, 2023	371		371
Capital in excess of par value	19,847		19,720
Retained earnings	16,015		15,535
Deferred compensation	22		24
Treasury stock	(8,807)		(8,305)
Accumulated other comprehensive loss	(1,579)		(1,548)
Total Shareholders’ Equity	25,868		25,796
Total Liabilities and Shareholders’ Equity	$	55,582	$	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)

	Nine Months Ended June 30,
	2024		2023
Operating Activities
Net income	$	1,305	$	1,376
Adjustments to net income to derive net cash provided by continuing operating activities:
Depreciation and amortization	1,700		1,701
Share-based compensation	196		201
Deferred income taxes	(299)		(424)
Change in operating assets and liabilities	(197)		(1,144)
Pension obligation	(85)		52
Other, net	45		(98)
Net Cash Provided by Continuing Operating Activities	2,666		1,665
Investing Activities
Capital expenditures	(429)		(580)
Purchases of investments, net	(830)		—
Other, net	(318)		(272)
Net Cash Used for Investing Activities	(1,577)		(853)
Financing Activities
Change in short-term debt	—		49
Proceeds from long-term debt	4,517		1,662
Payments of debt	(1,142)		(1,716)
Repurchases of common stock	(500)		—
Dividends paid	(825)		(849)
Other, net	(88)		(105)
Net Cash Provided by (Used for) Financing Activities	1,963		(959)
Discontinued Operations
Net cash used for operating activities of discontinued operations	(46)		—
Effect of exchange rate changes on cash and equivalents and restricted cash	—		13
Net increase (decrease) in cash and equivalents and restricted cash	3,006		(134)
Opening Cash and Equivalents and Restricted Cash	1,481		1,159
Closing Cash and Equivalents and Restricted Cash	$	4,487	$	1,024

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, 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 13.

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 three 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)
Net income	—		—		487		—		—	—
Common dividends ($0.95 per share)	—		—		(275)		—		—	—
Issuance of shares under employee and other plans, net	—		(2)		—		(4)		26	4
Share-based compensation	—		54		—		—		—	—
Common stock held in trusts, net (a)	—		—		—		—		10	—
Balance at June 30, 2024	$	371	$	19,847	$	16,015	$	22	(81,552)	$	(8,807)

8

	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)
Net income	—		—		407		—		—	—
Common dividends ($0.91 per share)	—		—		(264)		—		—	—
Preferred dividends	—		—		(15)		—		—	—
Issuance of shares for preferred shares converted to common shares (b)	6		(4)		—		—		—	—
Issuance of shares under employee and other plans, net	—		(9)		—		(1)		131	6
Share-based compensation	—		56		—		—		—	—
Common stock held in trusts, net (a)	—		—		—		—		8	—
Balance at June 30, 2023	$	371	$	19,681	$	15,691	$	23	(80,486)	$	(8,321)

(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.

(b)In accordance with their terms, 1.500 million mandatory convertible preferred shares that were issued in May 2020 were converted into 5.955 million shares of BD common stock on the mandatory conversion date of June 1, 2023.

9

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 three 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) income 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)
Other comprehensive loss before reclassifications, net of taxes	(53)		(53)		—		—		—
Amounts reclassified into income, net of taxes	9		—		12		(2)		—
Balance at June 30, 2024	$	(1,579)	$	(1,132)	$	(536)	$	90	$	(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	$	—
Other comprehensive income before reclassifications, net of taxes	55		44		—		11		—
Amounts reclassified into income, net of taxes	13		—		11		2		—
Balance at June 30, 2023	$	(1,507)	$	(1,044)	$	(541)	$	79	$	—

The amounts of foreign currency translation recognized in other comprehensive income during the three and nine months ended June 30, 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 nine months ended June 30, 2024 and 2023 are primarily related to forward starting interest rate swaps, which were terminated in the second quarter of fiscal year 2024. Additional disclosures regarding the Company's derivatives are provided in Note 12.

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, 2024 and 2023 were immaterial to the Company's consolidated financial results.

10

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,
	2024	2023	2024	2023
Average common shares outstanding	289,562	286,317	289,815	284,830
Dilutive share equivalents from share-based plans	691	1,627	1,042	1,538
Average common and common equivalent shares outstanding – assuming dilution	290,253	287,944	290,857	286,368
Share equivalents excluded from the diluted shares outstanding calculation:
Mandatory convertible preferred stock (a)	—	4,057	—	5,322
Share-based plans (b)	2,817	—	1,130	588

(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 reasonably estimate the amount or range of loss that could result from an unfavorable outcome of litigation in which the Company is a party. Even if the Company believes it has meritorious defenses, from time to time the Company engages in settlement discussions and mediation and considers settlements taking into account various factors including, among other things, developments in such legal proceedings and the risks and uncertainties associated therewith. These activities have resulted in settlements for certain matters and going forward could result in further settlements, any of which may be confidential.

In accordance with U.S. GAAP, the Company establishes accruals to the extent future losses are probable and reasonably estimable (and in the case of environmental matters, without considering possible third-party recoveries). With respect to putative class action lawsuits and certain tort actions in the United States and certain of the Canadian lawsuits described below or in our other SEC filings, the Company may not be able to determine if a probable loss exists 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 certain of the civil investigative demands (“CIDs”) served by the Department of Justice which are discussed below, the Company may not be able to determine if a probable loss exists, 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 June 30, 2024, the Company is defending approximately 38,800 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 June 30, 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. The Company believes that it has meritorious defenses and is vigorously defending itself in these matters. There are no trials currently scheduled.

11

The Company also continues to be a defendant in certain other mass tort litigation. As of June 30, 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 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 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, certain reporting issues involving BD AlarisTM infusion pumps included in SEC disclosures prior to 2021. The Company is cooperating with the SEC and responding to these requests, including requests for employee interviews and investigative testimony, and is engaged in discussions with the SEC with respect to the potential for resolving this matter. Although the Company cannot predict the outcome of the discussions with the SEC, the Company expects that any resolution will likely require the Company to pay monetary penalties and/or undertake other remedial actions, any of which could potentially be material. As a result, although no agreement has been reached, the Company has recorded a charge of $50 million to Other operating expense (income), net for the three and nine-month periods ended June 30, 2024 to accrue an estimated liability based on these discussions. However, the Company cannot anticipate the timing, scope, outcome or ultimate impact of the investigation, financial or otherwise, including but not limited to what actions the SEC might pursue against the Company and/or individuals. As a result, the ultimate resolution of this matter is unknown at this time, and it is possible that the amount of the Company’s liability could significantly exceed its currently accrued amount.

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 and July 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, some dating back more than 10 years, 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.

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 was reached to resolve this matter for an adequately accrued amount that is not material to the Company’s consolidated financial results.

12

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. An agreement to resolve the matter was executed in July 2024 for an amount that is not material to the Company’s consolidated financial results.

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, unless the plaintiff can prove by clear and convincing evidence that the Company acted, or failed to act, with a specific intent to cause harm. The cases allege a variety of injuries, including but not limited to multiple types of cancer, allegedly attributable to exposure to EtO. As of June 30, 2024, the Company has approximately 235 of such suits involving approximately 350 plaintiffs asserting individual 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. No cases have yet been tried although a trial date has been set for one such case scheduled for April 2025. The Company believes that it has meritorious defenses and is vigorously defending itself in these matters.

In 2015, legislation was enacted in Italy which requires medical technology companies to make payments to the Italian government if Italy’s medical device expenditures exceed annual regional expenditure ceilings. The amount of these payments is based on the amount by which the regional ceilings for the given year were exceeded. Considerable uncertainty has existed regarding the enforceability and implementation of this payback legislation since it was enacted and the Company, as well as other medical device companies, have filed appeals which challenge the enforceability of this legislation. In July 2024, the Italian Constitutional Court issued two judgments which concluded that the medical device payback legislation is constitutional; however, litigation proceedings before Italian Courts are still pending. While the Company has recorded a preliminary estimate of the liability related to this matter, ultimate resolution is unknown at this time, and it is possible that the amount of the Company’s liability could differ from the currently accrued amount. This estimated amount, which substantially relates to years prior to the current fiscal year, was recorded for the three and nine-month periods ended June 30, 2024 as a $62 million reduction of Revenues.

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 as otherwise noted, 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. Further, the Company may not be able to determine if a probable loss exists for certain of the other legal matters discussed above, and accordingly, the Company has recorded no provisions for such 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.

13

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 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 June 30, 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 June 30, 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 three 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 June 30, 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 June 30, 2024 and September 30, 2023 was $646 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 Condensed 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.

14

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 $449 million and $412 million as of June 30, 2024 and September 30, 2023, respectively, and are included in Payables, accrued expenses and other current liabilities on the 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 June 30, 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 June 30, 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.

15

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

	Three Months Ended June 30,
(Millions of dollars)	2024						2023
	United States		International		Total		United States		International		Total
Medical
Medication Delivery Solutions	$	670	$	453	$	1,123	$	628	$	459	$	1,086
Medication Management Solutions	680		160		840		587		167		754
Pharmaceutical Systems	158		437		594		186		408		594
Total segment revenues	$	1,508	$	1,050	$	2,558	$	1,400	$	1,033	$	2,434
Life Sciences
Integrated Diagnostic Solutions	$	405	$	491	$	896	$	398	$	460	$	858
Biosciences	141		222		363		148		220		368
Total segment revenues	$	546	$	714	$	1,260	$	546	$	680	$	1,226
Interventional
Surgery	$	283	$	93	$	376	$	298	$	90	$	388
Peripheral Intervention	263		225		488		256		225		481
Urology and Critical Care	297		78		375		272		77		349
Total segment revenues	$	844	$	396	$	1,240	$	826	$	392	$	1,218
Other (a)	$	(6)	$	(62)	$	(67)	$	—	$	—	$	—
Total Company revenues	$	2,891	$	2,098	$	4,990	$	2,772	$	2,106	$	4,878

(a)    Represents the recognition of accruals resulting from recent developments relating to the Italian government medical device pay back legislation, as well as another legal matter, and which substantially relate to years prior to the current fiscal year. Such amounts were not allocated to the Company’s reportable segments and these matters are further discussed in Note 5.

16

	Nine Months Ended June 30,
(Millions of dollars)	2024						2023
	United States		International		Total		United States		International		Total
Medical
Medication Delivery Solutions	$	1,971	$	1,310	$	3,282	$	1,863	$	1,332	$	3,195
Medication Management Solutions	1,883		475		2,359		1,701		483		2,184
Pharmaceutical Systems	442		1,154		1,596		478		1,092		1,570
Total segment revenues	$	4,297	$	2,940	$	7,237	$	4,042	$	2,907	$	6,949
Life Sciences
Integrated Diagnostic Solutions	$	1,286	$	1,451	$	2,737	$	1,327	$	1,371	$	2,699
Biosciences	426		689		1,115		444		660		1,104
Total segment revenues	$	1,712	$	2,139	$	3,852	$	1,772	$	2,031	$	3,803
Interventional
Surgery	$	851	$	273	$	1,124	$	880	$	252	$	1,131
Peripheral Intervention	762		669		1,431		748		635		1,383
Urology and Critical Care	930		234		1,165		794		225		1,019
Total segment revenues	$	2,543	$	1,177	$	3,720	$	2,421	$	1,112	$	3,533
Other (a)	$	(6)	$	(62)	$	(67)	$	—	$	—	$	—
Total Company revenues	$	8,546	$	6,195	$	14,741	$	8,235	$	6,050	$	14,285

(a)     Represents the recognition of accruals resulting from recent developments relating to the Italian government medical device pay back legislation, as well as another legal matter, and which substantially relate to years prior to the current fiscal year. Such amounts were not allocated to the Company’s reportable segments and these matters are further discussed in Note 5.

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

	Three Months Ended June 30,				Nine Months Ended June 30,
(Millions of dollars)	2024		2023		2024		2023
Income Before Income Taxes
Medical (a)	$	753	$	588	$	1,950	$	1,783
Life Sciences	387		343		1,174		1,171
Interventional	365		323		1,044		922
Total Segment Operating Income	1,505		1,254		4,168		3,875
Integration, restructuring and transaction expense	(112)		(70)		(288)		(175)
Net interest expense	(89)		(95)		(265)		(299)
Other unallocated items (b)	(804)		(618)		(2,124)		(1,920)
Total Income Before Income Taxes	$	500	$	471	$	1,491	$	1,481

(a)The amounts for the three and nine months ended June 30, 2023 included charges recorded to Cost of products sold of $90 million to adjust estimated future product remediation costs.

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

17

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 nine-month periods:

	Three Months Ended June 30,				Nine Months Ended June 30,
(Millions of dollars)	2024		2023		2024		2023
Service cost	$	22	$	24	$	69	$	71
Interest cost	34		35		108		103
Expected return on plan assets	(37)		(38)		(117)		(112)
Amortization of prior service credit	(1)		(2)		(3)		(5)
Amortization of loss	14		17		44		49
Curtailment/settlement gain	—		(14)		—		(13)
Net pension cost	$	32	$	22	$	101	$	92

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.

Note 9 – Acquisition

Definitive Agreement to Acquire Edwards Lifesciences' Critical Care Product Group

On June 3, 2024, the Company announced that it had entered into a definitive agreement under which the Company will acquire Edwards Lifesciences' Critical Care product group (“Critical Care”), a global leader in advanced monitoring solutions, for $4.2 billion in cash. The acquisition will expand the Company’s portfolio of smart connected care solutions with Critical Care’s growing set of leading monitoring technologies, advanced AI-enabled clinical decision tools and robust innovation pipeline that complement the Company's existing technologies serving operating rooms and intensive care units.

The Company will fund the transaction with cash on hand, the net proceeds raised through debt issuances in the third quarter of fiscal year 2024, as further discussed in Note 14, and borrowings under our commercial paper program. The transaction is subject to customary regulatory reviews and closing conditions, and is expected to close by the end of calendar year 2024.

Note 10 – Business Restructuring Charges

The Company incurred restructuring costs during the nine months ended June 30, 2024, primarily in connection with the Company's simplification and other cost-saving initiatives, which were recorded within Integration, restructuring and transaction expense. These simplification and other cost-saving initiatives are focused on reducing complexity, optimizing our supply chain efficiency, streamlining our global manufacturing footprint, enhancing product quality, refining customer experience, and improving cost efficiency across all of the Company’s segments.

Restructuring liability activity for the nine months ended June 30, 2024 was as follows:

(Millions of dollars)	Employee Termination		Other (a)		Total
Balance at September 30, 2023	$	79	$	1	$	80
Charged to expense	45		217		262
Cash payments	(84)		(136)		(220)
Non-cash settlements	—		(81)		(81)
Other adjustments	1		—		1
Balance at June 30, 2024	$	41	$	1	$	42

(a)    Other non-employee-related expenses primarily relate to other costs associated with the execution of the Company’s cost efficiency and restructuring programs, such as incremental project management costs, facility exit costs, inventory write-offs and long-lived asset impairments and disposals, which are discussed further in Note 13.

18

Note 11 – Intangible Assets

Intangible assets consisted of:

	June 30, 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	$	15,088	$	(7,813)	$	7,275	$	15,080	$	(7,023)	$	8,058
Customer relationships	4,860		(2,783)		2,076		4,859		(2,521)		2,338
Patents, trademarks and other	1,179		(666)		513		1,130		(624)		505
Amortized intangible assets	$	21,126	$	(11,263)	$	9,864	$	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 $362 million and $367 million for the three months ended June 30, 2024 and 2023, respectively, and $1.092 billion and $1.098 billion for the nine months ended June 30, 2024 and 2023, respectively.

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	12		1		11		24
Goodwill as of June 30, 2024	$	10,967	$	899	$	12,681	$	24,546

Note 12 – 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 June 30, 2024 and September 30, 2023 were not material. The effects on the Company’s financial performance and cash flows are provided below.

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 June 30, 2024 and September 30, 2023 were as follows:

(Millions of dollars)	Hedge Designation	June 30, 2024		September 30, 2023
Foreign exchange contracts (a)	Undesignated	$	2,513	$	3,146
Foreign currency-denominated debt (b)	Net investment hedges	2,938		1,056
Cross-currency swaps (c)	Net investment hedges	1,366		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

19

derivative instruments. Net amounts recognized in Other (expense) income, net, during the three and nine months ended June 30, 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 foreign currency translation in Other comprehensive income (loss), net of tax. 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 nine-month periods were as follows:

	Three Months Ended June 30,				Nine Months Ended June 30,
(Millions of dollars)	2024		2023		2024	2023
Foreign currency-denominated debt	$	24	$	(14)