BECTON DICKINSON & CO

Current report

Our international operations subject us to certain business risks.

Current report

A substantial amount of our sales come from our operations outside the U.S., and we intend to continue to pursue growth opportunities in foreign markets, especially in emerging markets. Our foreign operations subject us to certain commercial, political and financial risks. In addition to fluctuations in foreign currency exchange (discussed above), our business in these foreign markets is subject to changing political, social, and geopolitical conditions, such as the evolving situations in Ukraine, the Middle East and Asia. These conditions include instability resulting from war, terrorism, insurrections and civil unrest, political conflict, and changing economic conditions, such as inflation, deflation, interest rate volatility and credit availability.

Current report

Specifically, recently enacted tariffs by the U.S. government (and countermeasures by non-U.S. governments) may result in adverse impacts to the global economic environment and the stability of the global financial markets, which could significantly reduce global trade and, in particular, trade between the impacted countries. The tariffs, sanctions or other trade barriers imposed by the U.S. or against the U.S. from other countries could adversely impact our supply chain costs or availability of certain components and our business operations, financial condition or results of operations. In the longer-term, the adverse impacts from tariffs to our results of operations within certain markets may negatively impact our ability to continue operating in those markets, particularly in China. The ultimate impact of any existing or new tariffs on our business, results of operations, financial condition and cash flows is subject to a number of factors including, but not limited to, the duration of such tariffs, changes in tariff rates, the scope and nature of the tariffs, any countermeasures that target countries may take, or any mitigating actions that may become available. While sourcing optimization and tariff exemptions for qualifying products are key aspects of our mitigation strategy, the timing of such or the ultimate results we will realize from these efforts are uncertain.

Current report

Additionally, a number of other factors, including U.S. relations with or among the governments of the foreign countries in which we operate, changes to international trade agreements and treaties, changes in tax laws and regulations, economic sanctions, export controls, restrictions on the ability to transfer capital across borders, other increases in trade protectionism and barriers to market participation, or the weakening or loss of certain intellectual property rights in some countries, may affect our business, financial condition and results of operations. Foreign regulatory requirements, including those related to the testing, authorization, and labeling of products and import or export licensing requirements, could affect the availability of our products in these markets. In addition to these broader market conditions, our operations may also be impacted by a variety of local factors, such as competition from local companies, local product preferences and requirements, changes in local healthcare payment systems and healthcare delivery systems, changes resulting from new political administrations, and labor force instability.

Current report

The success of our operations outside the U.S. also depends, in part, on our ability to make necessary infrastructure enhancements to, among other things, our production facilities and sales and distribution networks and manage and staff widespread international operations. These and other factors may adversely impact our ability to pursue our growth strategy in these markets.

Current report

In addition, our international operations are governed by the U.S. Foreign Corrupt Practices Act and similar foreign anti-corruption laws. Global enforcement of anti-corruption laws has increased substantially in recent years, with more enforcement proceedings by U.S. and foreign governmental agencies and the imposition of significant fines and penalties. While we have implemented policies and procedures relating to compliance with these laws, our international operations, which often involve customer relationships with foreign governments, create the risk that there may be unauthorized payments or offers of payments made by employees, consultants, sales agents or distributors. We are also subject to certain U.S. and foreign laws and regulations that restrict BD from transacting business with, or making investments in, certain countries, governments, entities and individuals subject to U.S. or foreign economic sanctions or export restrictions. Any alleged or actual violations of these laws may subject us to government investigations and significant criminal or civil sanctions and other liabilities, and negatively affect our reputation and could result in a material adverse effect on our business, results of operations, financial condition and cash flows.

Current report

On February 12, 2025, Shana Neal, Executive Vice President and Chief People Officer of BD, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Ms. Neal’s plan is for (i) the sale of up to 3,834 shares of BD’s common stock and (ii) the sale of up to 1,300 shares of BD’s common stock upon the vesting of TVUs. The foregoing sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and May 15, 2026.

Previous report

Risks Relating to the Proposed Separation of the Biosciences and Diagnostic Solutions Business

Previous report

On February 5, 2025, BD announced its intention to separate its Biosciences and Diagnostic Solutions business from the rest of BD. BD’s board of directors has not yet determined the manner in which to execute the separation, which may include possible options such as a spin-off, sale, Reverse Morris Trust or other transaction. BD expects to announce more specifics on the separation plans by the end of fiscal year 2025 and intends to target completion of the transaction in fiscal year 2026. There are many factors that could impact the structure or timing of, or BD’s determination to proceed with, the proposed separation, including market conditions, material adverse changes in business or industry conditions, unanticipated costs, potential problems or delays in obtaining various regulatory and tax approvals or clearances and changes in the regulatory or legal environment.

Previous report

The proposed separation, if consummated, involves risks, including potential difficulties associated with the separation of operations, services and personnel, potential disruption in BD’s operations or businesses, the potential loss of, or inability to recruit, key employees and potential adverse effects on relationships with key customers and other business counterparties. In addition, BD may incur significant expenses in connection with pursuing the proposed separation. Pursuing the proposed separation will require significant time and attention from BD’s senior management and employees, which could disrupt BD’s ongoing business and adversely affect financial results and results of operations. If BD does not successfully manage these risks, BD’s business, financial condition and results of operations could be adversely affected.

Previous report

The completion of any separation transaction will be contingent upon various conditions and approvals, including approval of BD’s board of directors, receipt of requisite regulatory clearances and compliance with applicable SEC requirements. No assurance can be given regarding the form that a separation transaction may take or the specific terms or timing, or that a separation will in fact occur. In addition, if the proposed separation is completed, BD may not be able to achieve the full strategic and financial benefits that are expected to result from the separation. Delays or failure to consummate the proposed separation could negatively affect BD’s business, financial condition and results of operations.

Previous report

On January 28, 2025, the Board of Directors authorized BD to repurchase up to an additional 10 million shares of BD common stock, for which there is no expiration date.

Previous report

On December 16, 2024, Antoine Ezell, Executive Vice President, President of the Americas and Chief Marketing Officer of BD, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Ezell’s plan is for the sale of up to 3,900 shares of BD’s common stock. The sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and March 17, 2026.

Current report — wording carried from elsewhere

On February 7, 2025, Michael Feld, Executive Vice President and President, Life Sciences Segment of BD, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Feld’s plan is for the sale of up to 1,367 shares of BD’s common stock upon the vesting of time vested units (“TVUs”), net of shares withheld to satisfy applicable taxes. The foregoing sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and August 20, 2026.