BECTON DICKINSON & CO

Previous wording

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

Current wording

Becton, Dickinson and Company (“BD”) is a global medical technology company engaged in the development, manufacture and sale of a broad range of medical supplies, devices, laboratory equipment and diagnostic products used by healthcare institutions, physicians, life science researchers, clinical laboratories, the pharmaceutical industry and the general public.

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 and Africa (collectively referred to below as “EMA”), as well as 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. Beginning in fiscal 2026, we split our EMEA (Europe, the Middle East and Africa) region into two distinct regions, Europe and META (the Middle East, Turkey, and Africa), to better align with our organizational structure. We now organize our operations outside the United States as follows: Europe, META; 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, Latin America and certain countries within Greater Asia.

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 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. Lower demand for vaccines has also adversely impacted our results of operations. The future demand for our products and services could be impacted by other factors including the deterioration of healthcare systems’ budgets.

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 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.

Current wording

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. Tariffs adversely impacted our first quarter fiscal year 2026 operating expense and we continue to monitor international trade policy-related developments to assess their potential future impacts to our operations. Based upon the latest published tariffs that are currently in effect, we expect a continued adverse impact to operating expense for fiscal year 2026 and potentially beyond, primarily relating to any products (or components) imported from countries across our global supply chain which have no exemption opportunities. 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. In addition, our tariff mitigation strategies have been, and may be further challenged, rejected or eliminated through legislation or other challenges, or may otherwise not be effective, which may impact the collectability of the receivable we have recorded for exemption claims.

Previous wording

Our BD 2025 strategy for growth is anchored in three pillars: grow, simplify and empower. As we continue to execute this strategy, we have invested in research and development, strategic tuck-in acquisitions, geographic expansion, and new product programs to drive further revenue and profit growth. Our ability to sustain our long-term growth will depend on a number of factors, including our ability to expand our core business, and develop innovative new products, as well as continue to improve operating efficiency and organizational effectiveness. Our operations, supply chain, suppliers and customers are exposed to various global macroeconomic factors and other risks which we continually evaluate to assess their potential impact to our operations and financial results.

Current wording

We continue to invest in research and development, strategic tuck-in acquisitions, geographic expansion, and new product programs to drive further revenue and profit growth. Our ability to sustain our long-term growth will depend on a number of factors, including our ability to expand our core business (including strategic geographical expansion), and develop innovative new products, as well as continue to improve operating efficiency and organizational effectiveness.

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 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”).

Current wording

For additional information on risk factors that may impact our business, results of operations, financial condition and cash flows, see Part I, Item 1A. Risk Factors of our 2025 Annual Report on Form 10-K (the “2025 Annual Report”).

Previous 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:

Current wording

For the three months ended December 31, 2025, worldwide revenues of $5.252 billion increased 1.6% from the prior-year period. This increase reflected the following impacts:

Previous 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.

Current wording

Cash flows from operating activities were $657 million in the first three months of fiscal year 2026. At December 31, 2025, we had $1.035 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 2026, we paid cash dividends to common shareholders of $299 million. We also repurchased approximately $250 million of our common stock during the period. We expect to use approximately $2 billion of the cash distribution received in connection with the transaction with Waters, as further discussed in Note 1 in the Notes to Condensed Consolidated Financial Statements, for share repurchases through an accelerated share repurchase program that is expected to be executed in the second quarter of fiscal year 2026. The remainder of the cash distribution received from the transaction is expected to be used for debt repayments.

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 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.

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 first quarter fiscal year 2026 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

•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.

Current wording

•Market share gains achieved by the Medication Delivery Solutions unit’s Vascular Access Management portfolio.

Previous wording

•Growth in 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.

Previous 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.

Current wording

•Higher gross profit margin in the first quarter of 2026 compared with the first quarter of 2025 primarily reflected lower manufacturing costs, which resulted from continuous improvement projects, supply chain optimization and other productivity initiatives, as well as favorable product mix, partially offset by an unfavorable impact from tariffs.

Previous 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.

Current wording

The BioPharma Systems segment’s revenues in the first quarter of 2026 were primarily driven by double-digit U.S. growth of prefillable solutions in the biologic drug category, led by sales of GLP-1 delivery products, partially offset by lower market demand for vaccines products.

Previous wording

•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 wording

•Lower gross profit margin in the first quarter of 2026 compared with the first quarter of 2025 primarily reflected unfavorable impacts from tariffs as well as higher labor costs, partially offset by lower manufacturing costs, which resulted from continuous improvement projects, supply chain optimization and other productivity initiatives.

Previous wording

The following summarizes third quarter Interventional revenues by organizational unit:

Current wording

The following summarizes first quarter Interventional revenues by organizational unit:

Previous wording

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

Current wording

The Interventional segment’s revenue growth in the first quarter of 2026 primarily reflected the following:

Previous wording

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

Current wording

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

Previous 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.

Current wording

•Double-digit growth in sales of the Surgery unit’s advanced tissue regeneration portfolio, as well as high single-digit growth attributable to the unit’s infection prevention products.

Previous wording

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

Current wording

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

Previous 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:

Current wording

The Interventional segment's operating income as a percentage of revenues in the first quarter of 2026 compared with the first quarter of 2025 reflected the following:

Previous wording

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

Current wording

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

Previous wording

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

Current wording

The Life Sciences segment’s revenues in the first quarter of 2026 primarily reflected the following:

Previous 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.

Current wording

•A decline in the Diagnostic Solutions unit driven by lower sales of U.S. point-of-care products and an unfavorable comparison to BD BACTECTM blood culture product sales in the prior year, partially offset by growth in sales of BD MAXTM IVD and CORTM.

Previous wording

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

Current wording

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

Previous wording

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 wording

The Life Sciences segment's operating income as a percentage of revenues in the first quarter of 2026 compared with the first quarter of 2025 primarily reflected the following:

Previous wording

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

Current wording

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

Previous 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.

Current wording

U.S. revenue growth in the first quarter of 2026 reflected strong sales in both of the Connected Care segment’s units, as well as growth in the BioPharma Systems segment and in the Interventional segment’s Urology and Critical Care unit. U.S. revenue growth in the first quarter of 2026 was partially offset by a decline in the Life Sciences segment, as further discussed above.

Previous wording

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

Current wording

Reflected in the financial results for the three-month periods of fiscal years 2026 and 2025 were the following specified items:

Previous wording

(a)Represents amounts associated with restructuring and integration activities, which are recorded in Integration, restructuring and transaction expense and are further discussed below.

Current wording

(a)Represents amounts associated with restructuring and acquisition integration activities, which are recorded in Integration, restructuring and transaction expense and are further discussed below.

Previous 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.

Current wording

(c)Represents costs recorded to Other operating expense, net and incurred in connection with the separation of our Biosciences and Diagnostic Solutions business and the combination of the business with Waters.

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 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.

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 three months ended December 31, 2024 includes $180 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 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.

Current wording

(e)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, amounts related to certain legal matters, certain investment gains and losses, certain asset impairment charges, and certain pension settlement costs. The amount in the three months ended December 31, 2024 included: a charge within Cost of products sold of $22 million to adjust future costs estimated for product remediation efforts; a non-cash charge of $30 million within Research and development expense to write down certain assets in the Life Sciences segment; and charges of approximately $29 million recorded to Other operating expense, net, related to various legal matters. Additional disclosures regarding legislative and legal matters are provided in Note 5 in the Notes to Condensed Consolidated Financial Statements.

Previous wording

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

Current wording

The comparison of gross profit margin for the three-month periods of fiscal years 2026 and 2025 reflected the following impacts:

Previous 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.

Current wording

The favorable impact on gross margin for the three-month period of 2026 from specified items reflected a favorable comparison to specified items recorded in the prior-year period, which included an impact of $180 million resulting from a fair value step-up adjustment relating to Advanced Patient Monitoring's inventory on the acquisition date. Specified items in the prior-year period also included a charge of $22 million recorded in the Connected Care segment to adjust the estimate of future product remediation costs.

Previous 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.

Current wording

Operating performance in the three-month period of 2026 compared with the prior-year period primarily reflected higher tariffs and labor costs, partially offset by lower manufacturing costs resulting from our ongoing continuous improvement projects, supply chain optimization, and other productivity initiatives.

Previous wording

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

Current wording

A summary of operating expenses for the three-month periods of fiscal years 2026 and 2025 is as follows:

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. 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.

Current wording

Research and development expense as a percentage of revenues in the three-month period of 2026 was lower compared with the prior-year period, which primarily reflected the timing of project spending and a favorable comparison to the prior-year period, which reflected a $30 million write-down of certain assets in the Life Sciences segment.

Previous 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.

Current wording

The amounts in the three-month periods of 2026 and 2025 included restructuring costs related to simplification and other cost-saving initiatives, as well as integration costs relating to our acquisition of the Advanced Patient Monitoring unit, which occurred during the fourth quarter of fiscal year 2024. The amount in the three-month period of 2025 also included restructuring and transaction costs related to the Advanced Patient Monitoring unit acquisition. For further disclosures regarding restructuring costs, refer to Note 9 in the Notes to Condensed Consolidated Financial Statements.

Previous wording

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 wording

The amount in the three-month period of 2026 largely represented costs incurred in connection with the separation of our Biosciences and Diagnostic Solutions business and the combination of the business with Waters, and the amount in 2025 largely represented charges relating to legal matters. Additional disclosures regarding the separation and legal matters are provided in Notes 1 and 5, respectively, in the Notes to Condensed Consolidated Financial Statements.

Previous wording

The components for the three and nine-month periods of fiscal years 2025 and 2024 were as follows:

Current wording

The components for the three-month periods of fiscal years 2026 and 2025 were as follows: