BECTON DICKINSON & CO
For the period ended Mar 31, 2024. Filed May 2, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 2, 2024
BDX$211.88-0.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2023-12-31; filed 2024-02-01.
0000010795-24-000019
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-03-31; filed 2024-05-02.
0000010795-24-000039
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 164 previous paragraphs and 172 current paragraphs.
94 unchanged; 52 reworded; 24 added; 18 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 18 previous and 21 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (24)
Current report
•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.
Current report
(a) Volume/other includes revenues attributable to products, services and licensing.
Current report
The Medical segment’s revenue growth in the second quarter of 2024 primarily reflected the following:
Current report
•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.
Current report
Medical segment total revenues for the six-month periods were as follows:
Current report
Medical segment income for the three and six-month periods is provided below.
Current report
•Lower gross profit margin in the second quarter of 2024 compared with the second quarter of 2023, which primarily reflected:
Current report
The Life Sciences segment’s revenue growth in the second quarter of 2024 primarily reflected the following:
Current report
•A decline in the Biosciences unit due to an unfavorable comparison to sales in the prior-year period, which benefited from stronger instrument installations and licensing revenue, was partially offset by strong demand for clinical reagents.
Current report
Life Sciences segment total revenues for the six-month periods were as follows:
Current report
Life Sciences segment income for the three and six-months periods is provided below.
Current report
The Life Sciences segment's operating income as a percentage of revenues in the second quarter of 2024 compared with the second quarter of 2023 primarily reflected the following:
Current report
•Lower gross profit margin in the second quarter of 2024 compared with the second quarter of 2023 primarily reflected unfavorable foreign currency translation, higher raw material and labor costs, and an unfavorable comparison due to a prior-year benefit from licensing revenue. These unfavorable impacts were partially offset by lower manufacturing costs resulting from continuous improvement projects and other productivity initiatives.
Current report
•Selling and administrative expense as a percentage of revenues in the second quarter of 2024 was higher compared with the second quarter of 2023, which primarily reflected higher administrative costs.
Current report
•Lower research and development expense as a percentage of revenues in the second quarter of 2024 compared with the second quarter of 2023, which primarily reflected the timing of project spending.
Current report
The Interventional segment’s revenue growth in the second quarter of 2024 primarily reflected the following:
Current report
Interventional segment total revenues for the six-month periods were as follows:
Current report
Interventional segment income for the three and six-month periods is provided below.
Current report
•Higher gross profit margin in the second quarter of 2024 compared with the second quarter of 2023, which primarily reflected favorable impacts from licensing revenue, product mix and pricing, partially offset by the absorption impact of planned inventory reductions.
Current report
Lower research and development expense as a percentage of revenues in the three and six-month periods of 2024 primarily reflected the timing of project spending.
Current report
Higher interest expense for the three and six-month periods of fiscal year 2024 compared with the prior-year periods primarily reflected higher overall interest rates on debt outstanding, partially offset by the impact of lower total debt outstanding at March 31, 2024 compared with March 31, 2023.
Current report
The effective income tax rates for the three and six-month periods of fiscal year 2024 compared with the prior-year periods primarily reflected the impact of more favorable discrete items on the prior-period rates.
Current report
Ethylene Oxide/Sterilization
Current report
On April 5, 2024, the final National Emission Standards for Hazardous Air Pollutants (“NESHAP”): Ethylene Oxide Emissions Standards for Sterilization Facilities regulation issued by the U.S. Environmental Protection Agency (“EPA”) became effective. Companies generally have two years from the effective date to comply with the new requirements of the NESHAP. We are reviewing the details of the final NESHAP regulation to determine the full impact to BD’s operations, including implementation of any changes necessary to ensure compliance by the deadline.
Removed paragraphs (18)
Previous report
•The supply of labor continues to be limited in certain markets and labor costs generally remain elevated. We expect that labor availability and costs will continue to be a macroeconomic challenge for our operations during our fiscal year 2024.
Previous report
The Medical segment’s revenue growth in the first quarter of 2024 primarily reflected the following:
Previous report
•Strong growth in sales of the Medication Management Solutions unit’s dispensing and infusion systems was partially offset by an unfavorable comparison due to stronger sales of the unit’s pharmacy automation portfolio in the prior-year period and the timing of planned capital installations.
Previous report
Medical segment income for the three-month period is provided below.
Previous report
•Lower gross profit margin in the first quarter of 2024 compared with the first quarter of 2023, which primarily reflected:
Previous report
The Life Sciences segment’s revenues in the first quarter of 2024 primarily reflected the following:
Previous report
•Strong growth in sales of the Biosciences unit's research instruments, including recently launched instruments, and double-digit growth in sales of clinical reagents.
Previous report
Life Sciences segment income for the three-month period is provided below.
Previous report
The Life Sciences segment's operating income as a percentage of revenues in the first quarter of 2024 compared with the first quarter of 2023 primarily reflected the following:
Previous report
•Lower gross profit margin in the first quarter of 2024 compared with the first quarter of 2023, which primarily reflected the current-period decline in respiratory illness-related revenues.
Previous report
•Selling and administrative expense as a percentage of revenues in the first quarter of 2024 was slightly higher compared with the first quarter of 2023, which primarily reflected the current-period decline in respiratory illness-related revenues, partially offset by cost containment measures.
Previous report
•Lower research and development expense as a percentage of revenues in the first quarter of 2024 compared with the first quarter of 2023, which primarily reflected the timing of project spending.
Previous report
The Interventional segment’s revenue growth in the first quarter of 2024 primarily reflected the following:
Previous report
Interventional segment income for the three-month period is provided below.
Previous report
•Lower gross profit margin in the first quarter of 2024 compared with the first quarter of 2023, which primarily reflected unfavorable foreign currency translation.
Previous report
Research and development expense as a percentage of revenues in the three-month period of 2024 primarily reflected the timing of project spending.
Previous report
The effective income tax rate for the three-month period of fiscal year 2024 compared with the prior-year period primarily reflected the absence of certain favorable specified items compared to those recognized in the prior-year period.
Previous report
Ethylene Oxide/Consent Order — Covington, Georgia, USA
Reworded paragraphs (52)
Previous wording
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, Africa, Latin America and certain countries within Greater Asia.
Current wording
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.
Previous wording
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 continue to affect our operations and impacted results in the first quarter of fiscal year 2024 include the following:
Current wording
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:
Previous wording
•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. We anticipate that these dynamics may continue to unfavorably impact our results of operations throughout our fiscal year 2024.
Current wording
•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.
Previous wording
•Although logistics capacity constraints did not materially impact our first quarter financial results, adequate supply of transportation capacity is critical to our operations and constrained capacity may unfavorably impact our results of operations.
Current wording
•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.
Previous wording
Certain geopolitical conditions, including the evolving situations in Ukraine, the Middle East and Asia, may contribute to the macroeconomic conditions 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 further weaken the global economy and could result in additional inflationary pressures and supply chain constraints, including the unavailability and cost of energy.
Current wording
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.
Previous wording
For the three months ended December 31, 2023, worldwide revenues of $4.706 billion increased 2.6% from the prior-year period. This increase reflected the following impacts:
Current wording
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:
Previous wording
Cash flows from operating activities were $855 million in the first three months of fiscal year 2024. At December 31, 2023, we had $1.236 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 three months of fiscal year 2024, we paid cash dividends to common shareholders of $275 million.
Current wording
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.
Previous wording
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 impacts of foreign currency translation on our revenues and earnings during the first quarter of fiscal year 2024 are 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.
Current wording
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.
Previous wording
The following summarizes first quarter Medical revenues by organizational unit:
Current wording
The following summarizes second quarter Medical revenues by organizational unit:
Previous wording
•Strong global sales of catheters in the Medication Delivery Solutions unit were partially offset by the impact of unfavorable market dynamics in China, including VoBP.
Current wording
•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.
Previous wording
•Double-digit growth in sales of the Pharmaceutical Systems unit’s prefillable solutions in the biologic drug category was partially offset by customer inventory dynamics including a slowdown in demand for anticoagulants.
Current wording
•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.
Previous wording
The Medical segment's operating income as a percentage of revenues in the first quarter of 2024 compared with the first quarter of 2023 reflected the following:
Current wording
The Medical segment's operating income as a percentage of revenues in the second quarter of 2024 compared with the second quarter of 2023 reflected the following:
Previous wording
◦Unfavorable impacts of higher raw material and labor costs, as well as unfavorable foreign currency translation.
Current wording
◦Unfavorable impacts of higher raw material and labor costs, product mix, as well as unfavorable foreign currency translation.
Previous wording
◦Favorable impacts due to pricing, as well as lower manufacturing costs resulting from continuous improvement projects and other productivity initiatives, which enhanced the efficiency of our operations.
Current wording
◦Favorable impacts due to pricing and lower manufacturing costs resulting from continuous improvement projects and other productivity initiatives, which enhanced the efficiency of our operations.
Previous wording
•Lower selling and administrative expense as a percentage of revenues in the first quarter of 2024 compared with the first quarter of 2023 primarily reflected cost containment measures and lower shipping costs.
Current wording
•Lower selling and administrative expense as a percentage of revenues in the second quarter of 2024 compared with the second quarter of 2023 primarily reflected cost containment measures and lower shipping costs.
Previous wording
•Lower research and development expense as a percentage of revenues in the first quarter of 2024 compared with the first quarter of 2023 due to the timing of project spending.
Current wording
•Lower research and development expense as a percentage of revenues in the second quarter of 2024 compared with the second quarter of 2023 due to the timing of project spending.
Previous wording
The following summarizes first quarter Life Sciences revenues by organizational unit:
Current wording
The following summarizes second quarter Life Sciences revenues by organizational unit:
Previous wording
•An unfavorable comparison in the Integrated Diagnostic Solutions unit due to weaker respiratory illness-related sales in the current-year period was partially offset by growth in the unit’s microbiology platform and double-digit growth attributable to molecular diagnostic platforms.
Current wording
•Growth in the Integrated Diagnostic Solutions unit due to strong demand for our microbiology platforms and specimen management portfolio.
Previous wording
The following summarizes first quarter Interventional revenues by organizational unit:
Current wording
The following summarizes second quarter Interventional revenues by organizational unit:
Previous wording
•Double-digit growth in global sales of the Surgery unit’s advanced repair and reconstruction platforms, as well as strong growth in sales of infection prevention products, partially offset by an impact of $39 million due to the unit’s sale of its Surgical Instrumentation platform.
Current wording
•Strong demand for the Surgery unit’s advanced repair and reconstruction platforms, as well as its infection prevention products; this growth was offset by an unfavorable comparison to the prior-year period, which included revenues of $44 million attributable to the unit’s former Surgical Instrumentation platform which was sold in the fourth quarter of fiscal year 2023.
Previous wording
•Growth driven by continued global market penetration of the Peripheral Intervention unit’s peripheral vascular disease platform, partially offset by an unfavorable comparison of current-period sales due to the timing of U.S. distributors’ orders in the prior-year period.
Current wording
•Double-digit growth attributable to continued global market penetration of the Peripheral Intervention unit’s peripheral vascular disease platform.
Previous wording
•Continued strong demand for the Urology and Critical Care unit’s PureWick TMofferings in the acute and alternative care settings.
Current wording
•Growth in the Urology and Critical Care unit reflected current-period licensing revenue and double-digit growth attributable to continued strong demand for PureWick TMofferings in the acute and alternative care settings.
Previous wording
The Interventional segment's operating income as a percentage of revenues in the first quarter of 2024 compared with the first quarter of 2023 reflected the following:
Current wording
The Interventional segment's operating income as a percentage of revenues in the second quarter of 2024 compared with the second quarter of 2023 reflected the following:
Previous wording
•Lower selling and administrative expense, as well as research and development expense, as percentages of revenues in the first quarter of 2024 compared with the first quarter of 2023, which primarily reflected revenue growth that outpaced spending.
Current wording
•Lower selling and administrative expense, as well as research and development expense, as percentages of revenues in the second quarter of 2024 compared with the second quarter of 2023, which primarily reflected revenue growth that outpaced spending.
Previous wording
BD’s worldwide first quarter revenues by geography were as follows:
Current wording
BD’s worldwide second quarter revenues by geography were as follows:
Previous wording
U.S. revenue growth in the first quarter of 2024 was driven by strong sales in the Medical segment’s Medication Delivery Solutions and Medication Management Solutions units, as well as by strong sales in the Interventional segment’s Urology and Critical Care unit. First quarter U.S. revenues were unfavorably impacted by a decline in respiratory illness-related sales compared with the prior-year period, as discussed further above.
Current wording
U.S. revenue growth in the second quarter of 2024 was driven by strong sales in the Medical segment’s Medication Delivery Solutions and Medication Management Solutions units, as well as by strong growth in the Interventional segment’s Urology and Critical Care unit, as further discussed above.
Previous wording
International revenue growth in the first quarter of 2024 was driven by strong sales in both of the Life Sciences segment’s units and the Interventional segment’s Surgery and Peripheral Intervention units. First quarter international revenues were unfavorably impacted by a decline within the Medical segment’s Medication Delivery Solutions unit due to market dynamics in China, as discussed further above.
Current wording
International revenue growth in the second quarter of 2024 was driven by strong sales in the Medical segment’s Pharmaceutical Systems unit, as well as by strong sales in the Life Sciences segment’s Integrated Diagnostic Solutions unit and in the Interventional segment’s Peripheral Intervention unit.
Previous wording
Emerging market revenues were as follows and reflected growth driven by sales in South Asia and Latin America, which was partially offset by the impacts of unfavorable market dynamics in China, as discussed above:
Current wording
Emerging market revenues were as follows and reflected growth driven by sales in South Asia, EMA and Latin America, which was partially offset by the impacts of unfavorable market dynamics in China, as discussed above:
Previous wording
Reflected in the financial results for the three-month periods of fiscal years 2024 and 2023 were the following specified items:
Current wording
Reflected in the financial results for the three and six-month periods of fiscal years 2024 and 2023 were the following specified items:
Previous wording
(b)Represents costs recorded to Other operating expense, net and incurred in connection with the separation of BD's former Diabetes Care business.
Current wording
(b)Represents costs recorded to Other operating (income) expense, net and incurred in connection with the separation of BD's former Diabetes Care business.
Previous wording
The comparison of gross profit margin for the three-month periods of fiscal years 2024 and 2023 reflected the following impacts:
Current wording
The comparison of gross profit margin for the three and six-month periods of fiscal years 2024 and 2023 reflected the following impacts:
Previous wording
Operating performance in the three-month period of 2024 primarily reflected the following:
Current wording
Operating performance in the three and six-month periods of 2024 primarily reflected the following:
Previous wording
•Favorable impacts of pricing, as well as lower manufacturing costs resulting from our ongoing continuous improvement projects and other productivity initiatives.
Current wording
•Favorable impacts from pricing and lower manufacturing costs resulting from our ongoing continuous improvement projects and other productivity initiatives.
Previous wording
A summary of operating expenses for the three-month periods of fiscal years 2024 and 2023 is as follows:
Current wording
A summary of operating expenses for the three and six-month periods of fiscal years 2024 and 2023 is as follows:
Previous wording
Selling and administrative expense as a percentage of revenues in the three-month period of 2024 was relatively flat compared with the prior-year period, which primarily reflected lower shipping costs in the current-year period and cost containment measures, which were largely offset by unfavorable foreign currency translation.
Current wording
Selling and administrative expense as a percentage of revenues in the three and six-month periods of 2024 was lower compared with the prior-year period, which primarily reflected higher revenues and lower shipping costs in the current-year periods.
Previous wording
Integration and restructuring expense in the three-month period of 2024 included restructuring costs related to simplification and other cost-saving initiatives. Expense in the three-month period of 2023 also included system integration costs. For further disclosures regarding restructuring costs, refer to Note 9 in the Notes to Condensed Consolidated Financial Statements.
Current wording
Integration and restructuring expense in the three and six-month periods of 2024 included restructuring costs related to simplification and other cost-saving initiatives. Expense in the three and six-month periods of 2023 also included system integration costs. For further disclosures regarding restructuring costs, refer to Note 9 in the Notes to Condensed Consolidated Financial Statements.
Previous wording
The components for the three-month periods of fiscal years 2024 and 2023 were as follows:
Current wording
The components for the three and six-month periods of fiscal years 2024 and 2023 were as follows:
Previous wording
Higher interest expense for the three-month period of fiscal year 2024 compared with the prior-year period was largely attributable to higher overall interest rates on debt outstanding.
Current wording
Higher interest income for the three and six-month periods of fiscal year 2024 compared with the prior-year periods primarily reflected higher levels of cash on hand and higher overall interest rates.
Previous wording
The income tax rates for the three-month periods of fiscal years 2024 and 2023 are provided below.
Current wording
The income tax rates for the three and six-month periods of fiscal years 2024 and 2023 are provided below.
Previous wording
Net income and diluted earnings per share for the three-month periods of fiscal years 2024 and 2023 were as follows:
Current wording
Net income and diluted earnings per share for the three and six-month periods of fiscal years 2024 and 2023 were as follows:
Showing the first 40 of 52 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
In addition, on April 13, 2023, the EPA published a Pesticide Registration Review: Proposed Interim Decision and Draft Risk Assessment Addendum for Ethylene Oxide (“PID”). The EPA has not yet finalized the PID, which regulates the use of ethylene oxide as a sterilant and is intended to mitigate any human health and environmental risks associated with its use. We cannot predict what the final PID adopted by the EPA may require and therefore we are not able to assess the impact on our sterilization facilities, on the third-party sterilization facilities that BD utilizes and our operations more generally.
Current report — wording carried from elsewhere
If any new or existing regulatory requirements or rulemaking result in the suspension, curtailment or interruption of sterilization operations at BD or at medical device sterilizers used by BD, or otherwise limit the availability of third-party sterilization capacity, this could interrupt or otherwise adversely impact production of certain of our products or lead to civil litigation or other claims against BD. BD has business continuity plans in place to mitigate the impact of any such disruptions, although these plans may not be able to fully offset such impact, for the reasons noted above.