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BECTON DICKINSON & CO

For the period ended Jun 30, 2025. Filed Aug 7, 2025.

View on SEC.gov

About 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.

Jun 30, 2025 · Filed Aug 7, 2025

BDX$211.88-0.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-01.

0000010795-25-000039

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

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0000010795-25-000072

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

The 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 177 previous paragraphs and 178 current paragraphs.

93 unchanged; 63 reworded; 21 added; 21 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 21 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 (21)

Current report

Proposed Combination of Our Biosciences and Diagnostic Solutions Business with Waters

Current report

On July 13, 2025, we entered into a definitive agreement to combine our Biosciences and Diagnostic Solutions business with Waters Corporation (“Waters”) in a transaction that is expected to create an innovative life science and diagnostics leader with pioneering technologies. Additional disclosures regarding the agreement are provided in Note 1 in the Notes to Condensed Consolidated Financial Statements.

Current report

(b)Represents the impact of accruals recognized in the third quarter of fiscal year 2024 relating to the Italian government medical device pay back legislation, as well as another legal matter, and which substantially relate to years prior to fiscal year 2024.

Current report

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

Current report

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

Current report

•A decline in the Biosciences unit due to continued market dynamics impacting sales of instruments, partially offset by solid growth in reagent sales and strong sales of the recently launched BD FACSDiscover TM A8 Cell Analyzer.

Current report

Life Sciences segment total revenues for the nine-month periods were as follows:

Current report

Life Sciences segment income for the three and nine-month periods is provided below.

Current report

The Life Sciences segment's operating income as a percentage of revenues in the third quarter of 2025 compared with the third quarter of 2024 primarily reflected the following:

Current report

•Lower research and development expense as a percentage of revenues in the third quarter of 2025 compared with the third quarter of 2024, which primarily reflected the timing of project spending.

Current report

The Interventional segment’s revenue growth in the third quarter of 2025 primarily reflected the following:

Current report

•Strong growth in the Peripheral Intervention unit’s peripheral vascular disease portfolio that was particularly driven by sales of the unit’s Rotarex TM Atherectomy System.

Current report

•Continued double-digit growth in sales of the Urology and Critical Care unit’s PureWick TMofferings.

Current report

Interventional segment total revenues for the nine-month periods were as follows:

Current report

Interventional segment income for the three and nine-month periods is provided below.

Current report

•Gross profit margin in the third quarter of 2025 was flat compared with the third quarter of 2024, which primarily reflected unfavorable impacts from higher labor and raw material costs, pricing and foreign currency, offset by favorable manufacturing variances that resulted from continuous improvement projects and other productivity initiatives.

Current report

•Research and development expense as a percentage of revenues in the third quarter of 2025 was flat compared with the third quarter of 2024, which primarily reflected the timing of project spending.

Current report

The amount in the three-month period of 2025 primarily represented costs incurred in connection with the proposed combination of our Biosciences and Diagnostic Solutions business with Waters. The amount in the nine-month period of 2025 also included charges relating to legal matters. The amounts in the three and nine-month periods of 2024 largely represented charges relating to legal matters, including a $50 million charge to accrue an estimated liability for the SEC investigation as further discussed in Note 5 in the Notes to Condensed Consolidated Financial Statements.

Current report

Lower interest income for the three and nine-month periods of fiscal year 2025 compared with the prior-year periods primarily reflected lower levels of cash on hand and lower overall interest rates.

Current report

The effective income tax rate for the three-month period of fiscal year 2025 compared with the prior-year period primarily reflected an unfavorable tax impact from discrete items in the current-year period, compared with a benefit recognized from discrete items in the prior-year period. The effective income tax rate for the nine-month period of fiscal year 2025 compared with the prior-year period primarily reflected a current-period tax impact from discrete items that was less favorable, compared with the benefit associated with discrete items recognized in the prior-year period. Additional disclosures regarding our effective income tax rates are provided in Note 14 in the Notes to Condensed Consolidated Financial Statements
Removed paragraphs (21)

Previous report

BD’s Intention to Separate Biosciences and Diagnostic Solutions

Previous report

On February 5, 2025, we announced our intention to separate our Biosciences and Diagnostic Solutions business from the rest of BD. BD’s board of directors is committed to exploring all opportunities to execute the separation in a manner that maximizes shareholder value, including 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.

Previous report

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

Previous report

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

Previous report

•Lower gross profit margin in the second quarter of 2025 compared with the second quarter of 2024, which primarily reflected:

Previous report

◦An unfavorable impact of $162 million due to a fair value step-up adjustment relating to Advanced Patient Monitoring's inventory on the acquisition date and higher amortization of intangible assets attributable to the Advanced Patient Monitoring unit, as well as a charge of $76 million to adjust future costs estimated for product remediation efforts within the Medication Management Solutions unit; partially offset by

Previous report

•A decline in the Biosciences unit driven by lower instrument demand globally, particularly in the government and academic sectors impacted by research funding levels, partially offset by continued growth attributable to research reagents.

Previous report

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

Previous report

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

Previous report

The Life Sciences segment's operating income as a percentage of revenues in the second quarter of 2025 compared with the second quarter of 2024 primarily reflected the following:

Previous report

•Higher research and development expense as a percentage of revenues in the second quarter of 2025 compared with the second quarter of 2024, which primarily reflected the timing of project spending.

Previous report

The Interventional segment’s revenues in the second quarter of 2025 primarily reflected the following:

Previous report

•Strong U.S. sales across all the Peripheral Intervention unit’s platforms, offset by a decline in China, as well as an unfavorable comparison to a prior-period benefit from licensing revenue.

Previous report

•A decline in the Urology and Critical Care unit reflected an unfavorable comparison to a prior-period benefit from licensing revenue, partially offset by continued double-digit growth in sales of PureWick TMofferings.

Previous report

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

Previous report

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

Previous report

•Higher gross profit margin in the second quarter of 2025 compared with the second quarter of 2024, which primarily reflected favorable manufacturing variances and lower manufacturing costs that resulted from continuous improvement projects and other productivity initiatives, partially offset by an unfavorable comparison to the prior-period benefits from licensing revenue noted above.

Previous report

•Higher research and development expense as a percentage of revenues in the second quarter of 2025 compared with the second quarter of 2024 primarily reflected the timing of project spending.

Previous report

The amount in the three and six-month periods of 2025 largely represented charges relating to legal matters. Additional disclosures regarding legislative and legal matters are provided in Note 5 in the Notes to Condensed Consolidated Financial Statements.

Previous report

The effective income tax rate for the six-month period of fiscal year 2025 compared with the prior-year period primarily reflected the impact of a favorable discrete item on the current-period rate as further discussed in Note 14 in the Notes to Condensed Consolidated Financial Statements.
Reworded paragraphs (63)

Previous wording

We have been experiencing, and may continue to experience, some adverse impact to our results of operations due to market dynamics in China, such as volume-based procurement programs (“VoBP”) and the government’s focus to improve compliance of healthcare practitioners. Also, reductions or delays in governmental research funding has caused customers for certain of our instruments to delay or forgo purchases of these products. Higher interest rates could also reduce the demand for capital purchases. Additionally, the future demand for our products and services could also be impacted by deterioration in healthcare systems’ budgets and/or staffing levels.

Current wording

We have been experiencing, and may continue to experience, some adverse impact to our results of operations due to market dynamics in China, such as volume-based procurement programs (“VoBP”) and the government’s focus to improve compliance of healthcare practitioners. Also, reductions or delays in governmental research funding has caused customers for certain of our instruments to delay or forgo purchases of these products. Higher interest rates could also reduce the demand for capital purchases. Additionally, the future demand for our products and services could be impacted by deterioration in healthcare systems’ budgets and/or staffing levels.

Previous wording

Additionally, we have experienced, and may continue to experience, temporary shortages in supply of certain materials or components that are used in our products. The stable flow of global transport is critical to our operations and as such, events affecting the flow of logistics around the globe may adversely impact our supply chain and distribution channels. In general, major disruptions in the sourcing, manufacturing and distribution of our products could adversely impact our results of operations. Also, tariffs, sanctions or other trade barriers imposed by the United States or against the United States from other countries, including those relating to China, Mexico, countries within EMEA, and other countries in which we do business, could adversely impact our supply chain costs, results of operations and our financial condition. 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. Based upon the latest published tariffs in effect as of April 30, 2025, we currently expect an estimated impact of $90 million from tariffs to our fiscal year 2025 operating expense, primarily relating to China and any products (or components) imported from countries across our global supply chain which have no exemption opportunities. We continue to monitor international trade policy-related developments to assess their potential impacts to our operations. The ultimate impact of any existing or new tariffs or other changes in international trade policies is subject to a number of factors including, but not limited to, the duration of such tariffs, changes in tariff rates, the amount, 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 wording

Additionally, we have experienced, and may continue to experience, temporary shortages in supply of certain materials or components that are used in our products. The stable flow of global transport is critical to our operations and as such, events affecting the flow of logistics around the globe may adversely impact our supply chain and distribution channels. In general, major disruptions in the sourcing, manufacturing and distribution of our products could adversely impact our results of operations. Also, tariffs, sanctions or other trade barriers imposed by the United States, or against the United States from countries in which we do business, could adversely impact our supply chain costs, results of operations and our financial condition. Based upon the latest published tariffs that are currently in effect, we expect an estimated impact of $90 million from tariffs to our fiscal year 2025 operating expense, primarily relating to any products (or components) imported from countries across our global supply chain which have no exemption opportunities. We continue to monitor international trade policy-related developments to assess their potential impacts to our operations. The ultimate impact of any existing or new tariffs or other changes in international trade policies is subject to a number of factors including, but not limited to, the duration of such tariffs, changes in tariff rates, the amount, 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.

Previous wording

For additional information on risk factors that may impact our business, results of operations, financial condition and cash flows, see Part II, Item 1A. Risk Factors of this Quarterly Report on Form 10-Q, Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the period ended December 31, 2024, and Part I, Item 1A. Risk Factors of our 2024 Annual Report on Form 10-K (the “2024 Annual Report”).

Current wording

For additional information on risk factors that may impact our business, results of operations, financial condition and cash flows, see Part II, Item 1A. Risk Factors of this Quarterly Report on Form 10-Q, Part II, Item 1A. Risk Factors in our Quarterly Reports on Form 10-Q for the periods ended December 31, 2024 and March 31, 2025, and Part I, Item 1A. Risk Factors of our 2024 Annual Report on Form 10-K (the “2024 Annual Report”).

Previous wording

For the three months ended March 31, 2025, worldwide revenues of $5.272 billion increased 4.5% from the prior-year period. This increase reflected the following impacts:

Current wording

For the three months ended June 30, 2025, worldwide revenues of $5.509 billion increased 10.4% from the prior-year period. This increase reflected the following impacts:

Previous wording

Cash flows from continuing operating activities were $857 million in the first six months of fiscal year 2025. At March 31, 2025, we had $764 million 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 2025, we paid cash dividends to common shareholders of $600 million.

Current wording

Cash flows from continuing operating activities were $2.076 billion in the first nine months of fiscal year 2025. At June 30, 2025, we had $820 million 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 nine months of fiscal year 2025, we paid cash dividends to common shareholders of $899 million.

Previous wording

Each reporting period and given our worldwide operations, we face exposure to our results of operations from changes in foreign currencies. We calculate translational foreign currency impacts 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, which allows us to compare results between periods as if exchange rates had remained constant period-over-period. The second quarter fiscal year 2025 impact of foreign currency on our revenues, which is primarily translational, is provided above. The translational impact on our earnings is provided further below. We evaluate our results of operations on both a reported and a foreign currency-neutral basis. 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, excluding translational foreign currency impacts, in addition to reported results helps improve investors’ ability to understand our operating results and evaluate our performance in comparison to prior periods. We use results on a foreign currency-neutral basis as one measure to evaluate our performance. 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 and given our worldwide operations, we face exposure to our results of operations from changes in foreign currencies. We calculate translational foreign currency impacts 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, which allows us to compare results between periods as if exchange rates had remained constant period-over-period. The third quarter fiscal year 2025 impact of foreign currency on our revenues, which is primarily translational, is provided above. The translational impact on our earnings is provided further below. We evaluate our results of operations on both a reported and a foreign currency-neutral basis. 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, excluding translational foreign currency impacts, in addition to reported results helps improve investors’ ability to understand our operating results and evaluate our performance in comparison to prior periods. We use results on a foreign currency-neutral basis as one measure to evaluate our performance. 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 second quarter Medical revenues by organizational unit:

Current wording

The following summarizes third quarter Medical revenues by organizational unit:

Previous wording

The Medical segment’s revenue growth in the second quarter of 2025 primarily reflected the following:

Current wording

The Medical segment’s revenue growth in the third quarter of 2025 primarily reflected the following:

Previous wording

•Volume growth attributable to the Medication Delivery Solutions unit’s Vascular Access Management portfolio, as well as strong U.S. sales of the unit’s hypodermic products, partially offset by an expected VoBP impact in China.

Current wording

•Volume growth attributable to the Medication Delivery Solutions unit’s Vascular Access Management portfolio and hypodermic products, partially offset by an expected VoBP impact in China.

Previous wording

•Growth in the Medication Management Solutions unit driven by double-digit growth in sales of infusion systems, partially offset by the timing of dispensing installations within the current fiscal year.

Current wording

•Growth in the Medication Management Solutions unit driven by continued strength in sales of infusion systems and solid growth in sales of dispensing solutions.

Previous wording

•Growth in the Pharmaceutical Systems unit due to increased demand for prefillable solutions in the biologic drug category, partially offset by lower market demand for anticoagulant products.

Current wording

•Growth in the Pharmaceutical Systems unit due to sustained double-digit growth of prefillable solutions in the biologic drug category, partially offset by lower market demand for other product categories.

Previous wording

The Medical segment's operating income as a percentage of revenues in the second quarter of 2025 compared with the second quarter of 2024 reflected the following:

Current wording

The Medical segment's operating income as a percentage of revenues in the third quarter of 2025 compared with the third quarter of 2024 reflected the following:

Previous wording

◦Lower manufacturing costs, which resulted from continuous improvement projects and other productivity initiatives and favorable product mix which was attributable to the Advanced Patient Monitoring unit’s products.

Current wording

•Higher gross profit margin in the third quarter of 2025 compared with the third quarter of 2024 primarily reflected lower manufacturing costs, which resulted from continuous improvement projects and other productivity initiatives and favorable product mix which was attributable to the Advanced Patient Monitoring unit’s products.

Previous wording

•Higher selling and administrative expense as a percentage of revenues in the second quarter of 2025 compared with the second quarter of 2024 primarily reflected costs attributable to the Advanced Patient Monitoring unit.

Current wording

•Higher selling and administrative expense as a percentage of revenues in the third quarter of 2025 compared with the third quarter of 2024 primarily reflected costs attributable to the Advanced Patient Monitoring unit.

Previous wording

•Research and development expense as a percentage of revenues in the second quarter of 2025 was flat compared with the second quarter of 2024 which primarily reflected costs attributable to the Advanced Patient Monitoring unit, offset by the timing of project spending.

Current wording

•Research and development expense as a percentage of revenues in the third quarter of 2025 was flat compared with the third quarter of 2024 which primarily reflected costs attributable to the Advanced Patient Monitoring unit, offset by the timing of project spending.

Previous wording

The following summarizes second quarter Life Sciences revenues by organizational unit:

Current wording

The following summarizes third quarter Life Sciences revenues by organizational unit:

Previous wording

The Life Sciences segment’s revenues in the second quarter of 2025 primarily reflected the following:

Current wording

The Life Sciences segment’s revenues in the third quarter of 2025 primarily reflected the following:

Previous wording

•Growth driven by U.S. sales of the Specimen Management unit’s BD Vacutainer TM portfolio, partially offset by a decline in China.

Current wording

•Growth in the Specimen Management unit’s BD Vacutainer TM portfolio, partially offset by a decline in China.

Previous wording

•A decline in the Diagnostic Solutions unit’s BACTECTM blood culture products which was driven by customers’ slow return to prior utilization levels following the resolution of a supply disruption, partially offset by double-digit growth in sales of BD MAXTM IVD.

Current wording

•A decline in the Diagnostic Solutions unit driven by lower sales of point-of-care products, as well as by lower sales of BD BACTECTM blood culture products as customer utilization continues to improve following the resolution of a supply disruption, partially offset by continued double-digit growth in sales of BD MAXTM IVD.

Previous wording

•Gross profit margin in the second quarter of 2025 was flat compared with the second quarter of 2024, which primarily reflected lower manufacturing costs resulting from continuous improvement projects and other productivity initiatives, offset by higher labor costs and unfavorable foreign currency translation.

Current wording

•Gross profit margin in the third quarter of 2025 was higher compared with the third quarter of 2024, which primarily reflected lower manufacturing costs resulting from continuous improvement projects and other productivity initiatives, partially offset by unfavorable impacts from higher labor costs, product mix and foreign currency.

Previous wording

•Selling and administrative expense as a percentage of revenues in the second quarter of 2025 was higher compared with the second quarter of 2024 which primarily reflected higher selling, as well as administrative costs, in the current-year period.

Current wording

•Selling and administrative expense as a percentage of revenues in the third quarter of 2025 was higher compared with the third quarter of 2024 which primarily reflected higher general and administrative costs in the current-year period.

Previous wording

The following summarizes second quarter Interventional revenues by organizational unit:

Current wording

The following summarizes third quarter Interventional revenues by organizational unit:

Previous wording

•Double-digit growth in the Surgery unit’s sales of the Phasix TM hernia resorbable scaffolds, as well as strong growth in sales of biosurgery products, partially offset by pricing adjustments for legacy hernia products in the United States.

Current wording

•Strong growth in sales of the Surgery unit’s advanced tissue regeneration portfolio, as well as the unit’s infection prevention and biosurgery products, partially offset by lower U.S. sales of legacy hernia products.

Previous wording

The Interventional segment's operating income as a percentage of revenues in the second quarter of 2025 compared with the second quarter of 2024 reflected the following:

Current wording

The Interventional segment's operating income as a percentage of revenues in the third quarter of 2025 compared with the third quarter of 2024 reflected the following:

Previous wording

•Selling and administrative expense as percentages of revenues in the second quarter of 2025 was flat compared with the second quarter of 2024, which primarily reflected higher revenues, offset by lower selling costs

Current wording

•Higher selling and administrative expense as percentages of revenues in the third quarter of 2025 compared with the third quarter of 2024 primarily reflected higher general and administrative costs.

Previous wording

BD’s worldwide second quarter revenues by geography were as follows:

Current wording

BD’s worldwide third quarter revenues by geography were as follows:

Previous wording

U.S. revenue growth in the second quarter of 2025 was primarily driven by the acquired Advanced Patient Monitoring unit’s sales, as well as strong sales in the Medical segment’s Medication Management Solutions and Medication Delivery Solutions units. U.S. revenue growth in the second quarter of 2025 was partially offset by a decline in the Interventional segment’s Urology and Critical Care unit, as further discussed above.

Current wording

U.S. revenue growth in the third quarter of 2025 was largely driven by the acquired Advanced Patient Monitoring unit’s sales. U.S. revenue growth also reflected strong sales in the Medical segment’s Medication Management Solutions and Pharmaceutical Systems units, as well as in the Interventional segment’s Surgery and Urology and Critical Care units. U.S. revenue growth in the third quarter of 2025 was partially offset by a decline in the Life Sciences segment’s Diagnostic Solutions unit, as further discussed above.

Previous wording

International revenue growth in the second quarter of 2025 was primarily driven by the acquired Advanced Patient Monitoring unit’s sales and growth in the Medical segment’s Pharmaceutical Systems unit. International revenue growth in the second quarter of 2025 was partially offset by a decline in the Life Sciences segment’s Biosciences unit, as further discussed above. Current-period revenues in emerging markets primarily reflected strong sales in Latin America and in certain countries within Greater Asia, partially offset by a decline in China driven by unfavorable market dynamics, as further discussed above:

Current wording

International revenue growth in the third quarter of 2025 was largely driven by the acquired Advanced Patient Monitoring unit’s sales. International revenue growth was also driven by sales in the Medical segment’s Medication Management Solutions and Pharmaceutical Systems units, as well as in the Interventional segment’s Peripheral Intervention and Urology and Critical Care units. International revenue growth also reflected a favorable comparison to the prior-period, which was unfavorably impacted by $62 million of accruals related to the Italian government medical device pay back legislation, as further discussed above. International revenue growth in the third quarter of 2025 was partially offset by a decline in the Life Sciences segment’s Biosciences unit, as further discussed above. Current-period revenues in emerging markets primarily reflected strong sales in EMA, certain countries within Greater Asia, and Latin America.

Previous wording

Reflected in the financial results for the three and six-month periods of fiscal years 2025 and 2024 were the following specified items:

Current wording

Reflected in the financial results for the three and nine-month periods of fiscal years 2025 and 2024 were the following specified items:

Previous wording

(b)Represents transaction costs, which are recorded in Integration, restructuring and transaction expense associated with the Advanced Patient Monitoring acquisition.

Current wording

(b)Represents transaction costs and financing impacts incurred with the Advanced Patient Monitoring acquisition. The transaction costs are recorded in Integration, restructuring and transaction expense and the financing impacts are recorded in Interest income and Interest expense.

Previous wording

(c)Represents costs recorded to Other operating expense (income), net and incurred in connection with the planned separation of BD’s Biosciences and Diagnostic Solutions business and the fiscal year 2022 separation of BD's former Diabetes Care business.

Current wording

(c)Represents costs recorded to Other operating expense, net and incurred in connection with the proposed combination of our Biosciences and Diagnostic Solutions business with Waters, as well as with the fiscal year 2022 separation of BD's former Diabetes Care business.

Previous wording

(d)Includes amortization and other adjustments related to the purchase accounting for acquisitions. BD’s amortization expense is recorded in Cost of products sold. The amounts in the three and six-month periods of 2025 include $162 million and $342 million, respectively, due to a fair value step-up adjustment relating to Advanced Patient Monitoring's inventory on the acquisition date.

Current wording

(d)Includes amortization and other adjustments related to the purchase accounting for acquisitions. BD’s amortization expense is recorded in Cost of products sold. The amount in the nine-month period of 2025 also includes $336 million recorded due to a fair value step-up adjustment relating to Advanced Patient Monitoring's inventory on the acquisition date.

Previous wording

(f)Includes certain (income) expense items which are not part of ordinary operations and affect the comparability of the periods presented. Such items may include certain product remediation costs, certain legal matters, certain investment gains and losses, certain asset impairment charges, and certain pension settlement costs. The amounts in the three and six-month periods of 2025 included charges within Cost of products sold of $76 million and $98 million, respectively, to adjust future costs estimated for product remediation efforts, as well as charges of approximately $32 million and $60 million, respectively, which were recorded to Other operating expense (income), net, and related to various legal matters. Additional disclosures regarding our legal matters are provided in Note 5 in the Notes to Condensed Consolidated Financial Statements. The amount in the six-month period of 2025 additionally included a non-cash $30 million charge recorded within Research and development expense to write down certain assets in the Life Sciences segment.

Current wording

(f)Includes certain (income) expense items which are not part of ordinary operations and affect the comparability of the periods presented. Such items may include certain product remediation costs, certain legal matters, certain investment gains and losses, certain asset impairment charges, and certain pension settlement costs. The amounts in the three and nine-month periods of 2025 included charges of $30 million related to pension settlement costs recorded to Other expense, net, as further discussed in Note 8 in the Notes to Condensed Consolidated Financial Statements. The amount in the nine-month period of 2025 also included charges of approximately $64 million which were recorded to Other operating expense, net, and related to various legal matters. Additional disclosures regarding our legal matters are provided in Note 5 in the Notes to Condensed Consolidated Financial Statements. The amount in the nine-month period of 2025 also included charges within Cost of products sold of $98 million to adjust future costs estimated for product remediation efforts and a non-cash $30 million charge recorded within Research and development expense to write down certain assets in the Life Sciences segment. The amounts in the three and nine-month periods of 2024 were primarily recorded to Revenues and Other operating expense, net, and largely related to legislative and legal matters, as further discussed above, as well as in Notes 5 and 7 in the Notes to Condensed Consolidated Financial Statements.

Previous wording

The comparison of gross profit margin for the three and six-month periods of fiscal years 2025 and 2024 reflected the following impacts:

Current wording

The comparison of gross profit margin for the three and nine-month periods of fiscal years 2025 and 2024 reflected the following impacts:

Previous wording

The unfavorable impacts on gross margin for the three and six-month periods of 2025 from specified items reflect amortization of intangibles attributable to the Advanced Patient Monitoring acquisition and impacts of $162 million and $342 million, respectively, resulting from a fair value step-up adjustment relating to Advanced Patient Monitoring's inventory on the acquisition date. The impacts from specified items in the three and six-month periods of 2025 periods also included charges of $76 million and $98 million, respectively, recorded in the Medical segment to adjust the estimate of future product remediation costs, as further discussed in Note 5 in the Notes to Condensed Consolidated Financial Statements.

Current wording

The favorable impact on gross margin for the three-month period of 2025 from specified items reflected a favorable comparison to specified items recorded in the prior-year period, which included $67 million of accruals relating to the Italian government medical device pay back legislation, as well as another legal matter, as further discussed above and in Note 5 in the Notes to Condensed Consolidated Financial Statements. The unfavorable impact on gross margin for the nine-month period of 2025 from specified items reflects amortization of intangibles attributable to the Advanced Patient Monitoring acquisition and an impact of $336 million resulting from a fair value step-up adjustment relating to Advanced Patient Monitoring's inventory on the acquisition date. The impact from specified items in the nine-month period of 2025 also included charges of $98 million recorded in the Medical segment to adjust the estimate of future product remediation costs, as further discussed in Note 5 in the Notes to Condensed Consolidated Financial Statements.

Previous wording

Operating performance in the three and six-month periods of 2025 compared with the prior-year periods primarily reflected lower manufacturing costs resulting from our ongoing continuous improvement projects and other productivity initiatives, partially offset by higher labor costs.

Current wording

Operating performance in the three and nine-month periods of 2025 compared with the prior-year periods primarily reflected lower manufacturing costs resulting from our ongoing continuous improvement projects and other productivity initiatives, partially offset by higher labor costs.

Previous wording

A summary of operating expenses for the three and six-month periods of fiscal years 2025 and 2024 is as follows:

Current wording

A summary of operating expenses for the three and nine-month periods of fiscal years 2025 and 2024 is as follows:

Previous wording

Selling and administrative expense as a percentage of revenues in the three and six-month periods of 2025 was higher compared with the prior-year periods, which primarily reflected higher revenues, partially offset by higher selling costs in the current-year periods.

Current wording

Selling and administrative expense as a percentage of revenues in the three and nine-month periods of 2025 was flat compared with the prior-year periods, which primarily reflected higher revenues, offset by higher selling costs in the current-year periods.

Previous wording

Lower research and development expense as a percentage of revenues in the three-month period of 2025 primarily reflected the timing of project spending. Higher research and development expense as a percentage of revenues in the six-month period of 2025 primarily reflected a $30 million write-down of certain assets in the Life Sciences segment.

Current wording

Lower research and development expense as a percentage of revenues in the three-month period of 2025 primarily reflected the timing of project spending. Research and development expense as a percentage of revenues in the nine-month period of 2025 was flat compared with the prior-year period, which primarily reflected the timing of project spending, largely offset by a $30 million write-down of certain assets in the Life Sciences segment in the current-year period.

Previous wording

The amounts in the three and six-month periods of 2025 and 2024 included restructuring costs related to simplification and other cost-saving initiatives. The amounts in the three and six-month periods of 2025 additionally included restructuring, integration and transaction costs relating to our acquisition of the Advanced Patient Monitoring unit. For further disclosures regarding restructuring costs, refer to Note 10 in the Notes to Condensed Consolidated Financial Statements.

Current wording

The amounts in the three and nine-month periods of 2025 and 2024 included restructuring costs related to simplification and other cost-saving initiatives. The amounts in the three and nine-month periods of 2025 additionally included integration, restructuring and transaction costs relating to our acquisition of the Advanced Patient Monitoring unit. The amounts in the three and nine-month periods of 2024 also included transaction costs, such as legal, advisory and other costs, relating to our acquisition of the Advanced Patient Monitoring unit. For further disclosures regarding restructuring costs, refer to Note 10 in the Notes to Condensed Consolidated Financial Statements.

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Current report — wording carried from elsewhere

CareFusion 303, Inc. infusion pump facilities through 2025. CareFusion 303, Inc. has and will continue to update its CAP to address any observations that may arise during the course of these audits.