Becton Dickinson & Co. (BDX) 10-K risk factor changes: FY2021 vs FY2020

We are subject to risks associated with public health threats, including the [removed: ongoing] COVID-19 pandemic, which has had, and [removed: we expect will] [added: may] continue to have, a material adverse effect on our business.

We are subject to risks associated with public health threats, including [added: epidemics and pandemics such as] the COVID-19 pandemic.

The outbreak of COVID-19 [added: in 2020] and the travel restrictions, quarantines and other actions taken by governments and the private sector to slow the spread of the virus resulted in a global economic slowdown, and caused healthcare systems to divert resources to manage the pandemic.

As a result, we experienced significant reductions in the demand for certain of our [removed: products, resulting from] [added: products due to] reductions in elective and non-essential procedures, lower utilization of routine testing and related specimen collection, reduced capital spend by customers and a decrease in research activity due to laboratory closures and reduced clinical testing.

In addition, in response to the pandemic, we developed and launched multiple products for the detection and identification of COVID-19, including tests for our BD Max™ molecular System and BD Veritor™ Plus System, and there are a number of factors, including the [removed: timing and availability] [added: rate] of [removed: any COVID-19 vaccine] [added: vaccination] and the [removed: entry] [added: availability] of [removed: additional] competitive products, that could impact the level of demand and pricing for our COVID-19 diagnostics testing.

[removed: Moreover, any resurgence] [added: Any resurgences] in COVID-19 infections [added: or new strains of the virus] could result in the imposition of new governmental lockdowns, quarantine requirements or other restrictions to slow the spread of the virus, [added: or the deferral of elective medical procedures,] which could weaken demand for certain of our [removed: products, as discussed above.][added: products.]

The scope and duration of the pandemic, including [removed: the current resurgences in various regions around the world and other] future [removed: resurgences,] [added: resurgences globally,] the pace at which government restrictions are lifted or whether additional actions may be taken to contain the virus, the [added: global vaccination rate, the] speed and extent to which global markets and utilization rates for our products fully recover from the disruptions caused by the pandemic, and the impact of these factors on our business, [added: financial condition and results of operations,] will depend on future developments that are highly uncertain and cannot be predicted with confidence.

The development of new or improved products, processes or technologies by other companies (such as needle-free injection technology) that provide better features, pricing, clinical outcomes or [removed: economic value may render our products or proposed products obsolete or less competitive.]

Group purchasing organizations and integrated health delivery networks have also served to concentrate purchasing decisions for some customers, [added: which has led to downward pricing pressure for medical device suppliers.]

New product development requires significant investment in [removed: research and development,] [added: R&D,] clinical trials and regulatory approvals.

The results of our product development efforts may be affected by a number of factors, including our ability to anticipate customer needs, innovate and develop new products and technologies, successfully complete clinical trials, obtain regulatory approvals and reimbursement in the United States and [removed: abroad, manufacture products in a cost-effective manner, obtain appropriate intellectual property protection, and gain and maintain market acceptance of our products.]

[added: Our foreign operations subject us to certain risks relating to, among other things, fluctuations in foreign currency exchange (discussed above), local political conditions, general economic conditions such as inflation, deflation, interest rate volatility and credit availability, competition from local companies, increases in trade] protectionism, U.S. relations with the governments of the foreign countries in which we operate, foreign regulatory requirements or changes in such requirements, changes in local health care payment systems and health care delivery systems, local product preferences and requirements, longer payment terms for account receivables than we experience in the U.S., difficulty in establishing, staffing and managing foreign operations, changes to international trade agreements and treaties, changes in tax laws, weakening or loss of the protection of intellectual property rights in some countries, and import or export licensing requirements.

Competition for experienced employees, particularly for persons with specialized skills, can be [added: intense.]

Our ability to recruit [added: and retain] such talent will depend on a number of factors, including compensation and benefits, work location and work environment.

In addition, some of our products include information systems that [removed: collects] [added: collect] data regarding patients and patient therapy on behalf of our customers and some connect to our systems for maintenance purposes.

Cyberattacks could result in unauthorized access to our systems and [removed: products] [added: products,] which could also impact our compliance with privacy and other laws and [removed: regulations,] [added: regulations] and [added: could] result in actions by regulatory bodies or civil litigation.

While we will continue to dedicate significant resources to protect against unauthorized access to our systems and products, and work with government authorities and [removed: third party] [added: third-party] providers to detect and reduce the risk of future cyber incidents, cyberattacks are becoming more sophisticated, frequent and adaptive.

The price and supply of these materials and components may be impacted or disrupted for reasons beyond our [removed: control.][added: control including supplier shutdowns, transportation delays, inflationary pricing pressures, work stoppages, labor shortages and governmental regulatory actions.]

While we work with suppliers to ensure continuity of [removed: supply,] [added: supply and service,] no assurance can be given that these efforts will be successful.

The termination, reduction or interruption in supply of these raw materials and components could adversely impact our ability to manufacture and sell certain of our [removed: products.][added: products, which could have an adverse impact on our business, financial condition and results of operations.]

We are or have been a defendant in a number of lawsuits, including, among others, purported class action lawsuits for alleged antitrust violations and violations of federal securities laws, product liability claims (which may involve lawsuits seeking class action status or seeking to establish multi-district litigation proceedings, including [added: pending] claims relating to our hernia repair implant products, surgical continence and pelvic organ prolapse products for women and vena cava filter products), and suits alleging patent infringement.

We could be subject to additional [removed: lawsuits or] [added: lawsuits,] governmental [removed: investigations] [added: investigations, subpoenas and civil investigative demands] in the future.

With respect to [removed: our existing product liability] [added: certain] litigation, we believe that some settlements and judgments, as well as legal defense costs, may be covered in whole or in part under [removed: our product liability] [added: applicable] insurance policies with a limited number of insurance companies, or, in some circumstances, indemnification obligations [added: owed] to us [removed: from] [added: by] other parties.

[removed: For] [added: Also, for] certain product liability claims or lawsuits, BD does not maintain or has limited remaining insurance coverage, and we may not be able to obtain additional insurance on acceptable terms or at all that will provide adequate protection against potential liabilities.

Environmental laws, particularly with respect to [added: climate change and] the emission of greenhouse gases, are also becoming more stringent throughout the world, which may increase our costs of operations or necessitate closures of or changes to our manufacturing plants or processes or those of our suppliers, or result in liability to BD.

[removed: The enactment of] additional laws in the future may increase our compliance costs or otherwise adversely impact our [removed: operations.][added: operations and financial performance.]

The process for obtaining marketing approval or clearance may require us to incur significant costs in terms of time and resources, and these costs have been increasing due to increased requirements from the FDA [added: and comparable governing bodies] for supporting data for submissions.

Governmental agencies may also impose new requirements regarding registration, [added: including, but not limited to,] labeling or prohibited materials that require us to modify or re-register products already on the market or otherwise impact our ability to market our products in those countries.

Our failure to comply with the applicable good manufacturing practices, adverse event reporting, and other [added: post market] requirements of these agencies could delay or prevent the production, marketing or sale of our products and result in delays or suspensions of regulatory clearances, warning letters or consent decrees, closure of manufacturing sites, import bans, seizures or recalls of products, civil or criminal sanctions and damage to our reputation.

As previously disclosed, we are undertaking certain remediation of our BD Alaris System, and are currently shipping the product in the [removed: U.S.] [added: U.S.,] only in cases of medical [removed: necessity.][added: necessity and to remediate recalled software versions.]

We will not be able to fully resume commercial operations for the BD Alaris System in the U.S. until a 510(k) submission relating to the product has been [removed: filed with and subsequently] cleared by the FDA.

[removed: Manufacturers] [added: Effective May 2021, manufacturers] of currently approved medical devices [removed: will have until May 2021 to] [added: must] meet the requirements of the EU MDR for self-certified devices and [added: have] until May 2024 [added: to meet the requirements] for medical devices with a valid conformity assessment certificate.

Manufacturers of in vitro diagnostic [added: medical] devices have until May 2022 to meet the EU IVDR.

Complying with [added: and maintaining devices under] these regulations [removed: will require] [added: requires] us to incur significant expenditures.

We are also subject to complex and frequently changing [removed: laws] [added: privacy and data protection laws, rules and regulations] in the U.S. [removed: and elsewhere] [added: as well as in all other regions where BD operates,] regarding [removed: privacy and] the collection, use, [removed: storage] [added: storage, transfer] and [removed: protection] [added: other processing] of personal [removed: information, and noncompliance with these laws could result in substantial fines or litigation.][added: information.]

The agreements that govern [removed: the] [added: our] indebtedness [removed: incurred in connection with the Bard acquisition] impose restrictions that may affect our ability to operate our businesses.

The agreements that govern [removed: the] [added: our] indebtedness [removed: incurred in connection with the Bard acquisition] contain various affirmative and negative covenants that may, subject to certain significant exceptions, restrict the ability of certain of our subsidiaries to incur debt and the ability of us and certain of our subsidiaries to, among other things, have liens on our property, and/or merge or consolidate with any other person or sell or convey certain of our assets to any one person, engage in certain transactions with affiliates and change the nature of our business.

We [removed: may] seek to supplement our internal growth through strategic acquisitions, investments and alliances.

[removed: Natural disasters (including pandemics), war, terrorism, labor] disruptions and international conflicts, and actions taken by the United States and other governments or by our customers or suppliers in response to such events, could cause significant economic disruption and political and social instability in the United States and areas outside of the United States in which we operate.

While COVID-19 case volumes have decreased in the U.S and certain other countries, the global outlook remains uncertain as case counts fluctuate and vaccination rates remain relatively low in many parts of the world.

Going forward, medical procedure rates may vary by country based on regional COVID-19 infection and vaccination rates, hospital occupancy and staffing levels, transportation limitations, quarantines and other restrictions, and the emergence of new COVID-19 variants.

In addition, the COVID-19 pandemic has impacted our global supply chain network, and we may experience disruptions or delays in shipments of certain materials or components used in our products.

We have experienced, and may continue to experience, significant challenges to our global transportation channels and other aspects of the global supply chain network, including to the cost and availability of raw materials and components due to shortages and resulting cost inflation.

Any such delays or shortages may result in our inability to meet customer demand for our products and as COVID-19 conditions improve, there may be unpredictable increases in demand for certain of our products, which may pose challenges to our supply chain and could adversely affect our business.

While utilization rates for most of our products have largely recovered to pre-pandemic levels, future deferrals of elective medical procedures and/or the imposition of new governmental restrictions due to resurgences in COVID-19 infections or new strains of the virus may weaken demand for certain of our products and/or disrupt our operations.

Additionally, on September 9, 2021, President Biden issued an executive order requiring all employers with U.S. Government contracts to require that their U.S.-based employees, contractors, and certain subcontractors, that work on or in support of U.S. Government contracts, are fully vaccinated as set forth in the executive order, except for any employees with a medical or religious exemption.

As a U.S. Government contractor, we are required to comply with the executive order.

The implementation of these requirements may result in employee attrition, which could be material as a substantial number of our manufacturing and distribution center employees are based in areas of the country where vaccination rates are below the national average.

If we were to lose employees, it may be difficult or very costly in the current competitive labor market

to find and recruit replacement employees, and this could have a material adverse effect on our business, results of operations and financial condition.

Furthermore, on September 9, 2021, President Biden announced that he has directed The Department of Labor's Occupational Safety and Health Administration (“OSHA”) to develop an Emergency Temporary Standard (“ETS”) mandating either the full vaccination or weekly testing of employees for employers with 100 or more employees.

On November 4, 2021, OSHA issued the ETS, which requires employers with 100 or more employees to develop, implement and enforce a mandatory COVID-19 vaccination policy, unless they adopt a policy requiring employees to choose to either be vaccinated or undergo regular COVID-19 testing and wear a face covering at work.

The ETS and the executive order are effective as of January 4, 2022.

On November 12, 2021, the U.S. Court of Appeals for the Fifth Circuit granted a motion to stay OSHA’s ETS and ordered that OSHA take no further steps to implement or enforce the ETS until a further court order.

Due to the pending litigation, OSHA has suspended activities related to the implementation and enforcement of the ETS pending future developments.

It is currently not possible to predict with certainty the impact the executive order or OSHA’s ETS will have on our workforce.

Additional vaccine mandates may also be implemented in other jurisdictions in which we operate.

economic value may render our products or proposed products obsolete or less competitive.

abroad, manufacture products in a cost-effective manner, obtain appropriate intellectual property protection, and gain and maintain market acceptance of our products.

Additionally, we need qualified managers and skilled employees with technical, manufacturing and distribution experience to operate our business successfully.

From time to time there may be shortages of skilled labor, which may make it more difficult for us to attract and retain qualified employees or lead to increased labor costs.

For a further discussion of risks related to the Biden administration vaccine mandates, see the above-referenced Risk Factor, “We are subject to risks associated with public health threats, including the COVID-19 pandemic, which has had, and may continue to have, a material adverse effect on our business.

The nature and extent of future impacts are highly uncertain and unpredictable.”

Recently, the costs of raw materials, transportation, construction, services, and energy necessary for the production and distribution of our products have increased significantly.

While we have implemented cost containment measures, selective price increases and taken other actions to offset these inflationary pressures in our supply chain, we may not be able to completely offset all the increases in our operational costs.

We have experienced, and may continue to experience, significant challenges to our global transportation channels and other aspects of the global supply chain network, including to the cost and availability of raw materials and components due to shortages and resulting cost inflation.

The U.S. and other governments may enact or use laws and regulations, such as the Defense Production Act or export restrictions, to ensure availability of needed COVID-19 testing and vaccination delivery devices.

Any such action may impact our global supply chain network.

At a broader level, several states have increased the regulatory requirements associated with the use and emission of ethylene oxide for sterilization.

This increased regulation could require BD or sterilization service providers, including providers used by BD, to temporarily suspend operations, limit the use of ethylene oxide or take other actions, which would further reduce the available capacity of third-party providers to sterilize medical devices and health care products.

Federal agencies may also regulate the use and emission of ethylene oxide.

If any such regulatory actions or rulemaking result in the suspension 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.

See “Item 1.

Business - Regulation” for a discussion of the consent order BD entered into with the Environmental Protection Division of the Georgia Department of Natural Resources.

Our business and operations are subject to risks related to climate change.

The long-term effects of global climate change present risks to our business.

Extreme weather or other conditions caused by climate change could adversely impact our supply chain and the availability and cost of raw materials and components required for the operation of our business.

Such conditions could also result in physical damage to products, plants and distribution centers, as well as the infrastructure and facilities of

hospitals, medical care facilities and other customers.

While the United States and other countries have begun to reopen their economies, utilization rates for many of our products have not returned to pre-pandemic levels.

There may also be continued pressure on our margins due to manufacturing variances resulting from lower demand for certain of our products.

Such measures have begun to be implemented again in certain European countries and in the United States as infections have begun to increase again, in some cases

significantly.

In addition, while we undertook certain financing activities as a precautionary measure during this economic slowdown, no assurance can be given that we will be able to access capital markets in the future without incurring significant costs and expense.

which has led to downward pricing pressure for medical device suppliers.

Our foreign operations subject us to certain risks relating to, among other things, fluctuations in foreign currency exchange (discussed above), local economic and political conditions, competition from local companies, increases in trade

The United Kingdom’s (“UK”) departure from the European Union (“EU”) (commonly known as “Brexit”) has created uncertainties affecting business operations in the UK, the EU and a number of other countries, including with respect to compliance with the regulatory regimes regarding the labeling and registration of the products we sell in these markets.

The UK formally left the EU on January 31, 2020.

Pursuant to the withdrawal arrangement agreed between the UK and the EU, there is a transition period through December 31, 2020 for the parties to negotiate their future trading relationship.

During this transition period, the UK continues to follow the EU’s rules and its trading relationship with the EU remains the same.

While we have taken proactive steps to mitigate any disruption to our operations, we could face increased costs, volatility in exchange rates, market instability and other risks, depending on the outcome of the negotiations regarding the future EU/UK trading relationship.

intense.

We may not be able to offset any increases in our operational costs.

No assurance can be given as to the time it may take for us to obtain FDA clearance of the 510(k).

For instance, the EU has also adopted the General Data Protection Regulation ("GDPR"), which will apply to personal data involved in our operations in the EU or products and services that we offer to EU users involving personal data.

The GDPR creates a range of new compliance obligations that could require us to change our existing business practices policies, and significantly increases financial penalties for noncompliance.

Privacy regulations are evolving rapidly and we expect to continue to see regional privacy laws emerge, similar to the GDPR and laws adopted in California, that may impact BD businesses to the extent they rely on the use of personal data.

In connection with the Bard acquisition, we incurred significant additional indebtedness, which could adversely affect us, including by decreasing our business flexibility, and will increase our interest expense.

We substantially increased our indebtedness in connection with the Bard acquisition, in comparison to our indebtedness on a historical basis.

This could have the effect of, among other things, reducing our flexibility to respond to business challenges and opportunities, and increasing our interest expense.

The amount of cash required to pay interest on our increased indebtedness levels following completion of the Bard acquisition, and thus the demands on our cash resources, are greater than the amount of cash flows required to service our indebtedness prior to the Bard acquisition.

The increased levels of indebtedness following completion of the Bard acquisition may also reduce funds available for working capital, capital expenditures, acquisitions, the repayment or refinancing of our indebtedness as it becomes due and other general corporate purposes, and may create competitive disadvantages for us relative to other companies with lower debt levels.

In addition, certain of the indebtedness incurred in connection with the Bard acquisition bears interest at variable interest rates.

If interest rates increase, variable rate debt will create higher debt service requirements, which could further adversely affect our cash flows.

If we do not achieve the expected benefits

and cost savings from the Bard acquisition, or if the financial performance as a combined company does not meet current expectations, then our ability to service our indebtedness may be adversely impacted.

In addition, our credit ratings affect the cost and availability of future borrowings and, accordingly, our cost of capital.

Our ratings reflect each rating organization’s opinion of our financial strength, operating performance and ability to meet our debt obligations.

There can be no assurance that we will achieve a particular rating or maintain a particular rating in the future or that we will be able to maintain our current rating.

Furthermore, our combined company’s credit ratings were lowered following the Bard acquisition, including below “investment grade” by Moody’s Investors Service, Inc., which may further increase our future borrowing costs and reduce our access to capital.

Moreover, in the future we may be required to raise substantial additional financing to fund the repayment or refinancing of our indebtedness, acquisitions, or working capital, capital expenditures or other general corporate requirements.

Our ability to arrange additional financing or refinancing will depend on, among other factors, our financial position and performance, as well as prevailing market conditions and other factors beyond our control.

No assurance can be provided that we will be able to obtain additional financing or refinancing on terms acceptable to us or at all.

We organize our operations outside the United States as follows: [removed: Europe, EMA] [added: EMEA] (which includes [removed: the Commonwealth of Independent States,] [added: Europe,] the Middle East and Africa); Greater Asia (which includes countries in Greater China, Japan, South Asia, Southeast Asia, Korea, [removed: and] Australia and New Zealand); Latin America (which includes Mexico, Central America, the Caribbean and South America); and Canada.

BD 2025, our [removed: current phase of] [added: vehicle for] value creation, is anchored in three key pillars: grow, simplify and empower.

BD's management team aligns our [removed: operations] [added: operating model] and investments with these key strategic pillars through continuous focus on the following underlying objectives:

- Investing in research and development that [removed: will result in category innovation] [added: leads to] and [added: expands category leadership, as well as results in] a robust product pipeline;

- Supplementing our internal growth through strategic [removed: acquisitions;][added: acquisitions in faster growing market segments;]

- Working across our supply chain to [removed: minimize] [added: reduce] environmental impacts;

- Reducing complexity across our manufacturing network and rationalizing our product [removed: portfolio;][added: portfolio to optimize architecture, portfolio and business processes;]

- Simplifying our internal business [removed: processes;][added: processes.]

- Focusing on cash [removed: and expense] management in order to improve [removed: operating effectiveness and] balance sheet [removed: productivity.][added: productivity;]

In assessing the outcomes of these strategies as well as BD’s financial condition and operating performance, management generally reviews [removed: quarterly] forecast data, monthly actual results, [added: including] segment [removed: sales] [added: sales,] and other similar information.

A novel strain of coronavirus disease (“COVID-19”) was officially declared a pandemic by the World Health Organization [removed: (“WHO”)] in March [removed: 2020.][added: 2020 and governments around the world have been implementing various measures to slow and control the ongoing spread of COVID-19.]

[removed: Our fiscal year] [added: Other operating expense in 2021,] 2020 [removed: debt] and [removed: equity transactions] [added: 2019 included the following items which] are further discussed in [added: the] Notes [removed: 3 and 16] to the consolidated financial statements contained in Item 8.

Financial Statements and Supplementary [removed: Data.][added: Data:]

[removed: As noted above, due to] [added: These] government [removed: restrictions and] [added: measures, as well as] a shift in healthcare priorities, [removed: there was] [added: resulted in] a significant decline in medical procedures [removed: that resulted] in [removed: weakened demand for] our [removed: products in our] fiscal year 2020.

[removed: However, demand for our products has not yet fully recovered and due] [added: Due] to the [removed: continued,] significant uncertainty that exists relative to the duration and overall impact of the COVID-19 pandemic, our future operating performance, particularly in the short-term, [removed: will] [added: may] be subject to volatility.

The [removed: ultimate impact] [added: impacts] of the COVID-19 pandemic on our business, results of operations, financial condition and cash flows is dependent on [removed: future developments, which are uncertain at this time,] [added: certain factors] including:

- The [removed: timing and strength] [added: continued momentum] of [removed: any] [added: the] global [removed: economic] [added: economy’s] recovery [added: from the pandemic] and the degree of pressure that [removed: the weaker] [added: a weakened] macroeconomic environment [removed: will] [added: would] put on future healthcare utilization and the global demand for our products.

[removed: We also enacted certain] [added: Selling and administrative spending in 2020 reflected a disciplined spending and the achievement of] cost [added: synergies resulting from our acquisition of Bard, as well as cost] containment measures [added: enacted] to mitigate the [removed: unfavorable] impact of the COVID-19 pandemic on our results of operations.

[removed: Further] discussion regarding the impacts of [removed: the COVID-19 pandemic] [added: these inflationary pressures] on our [added: operating] results in [removed: 2020] [added: 2021] is provided [added: further] below.

[removed: Volume] [added: Operating performance] in [added: 2021 and] 2020 [added: primarily] reflected the following:

- The Medical segment’s revenues in [removed: 2020] [added: 2021] reflected [removed: declines] [added: increased demand] in the Medication Delivery Solutions, [removed: Medication Management Solutions] [added: Pharmaceutical Systems] and Diabetes Care [removed: units that were] [added: units, which was] partially offset by [removed: growth] [added: a decline] in the [removed: Pharmaceutical Systems] [added: Medication Management Solutions] unit.

[removed: -] The Life Sciences [removed: segment’s] [added: segment's] revenues in 2020 [removed: reflected growth that was] [added: were] driven by the Integrated Diagnostic Solutions [removed: unit’s sales] [added: unit's sales, specifically in the fourth quarter,] related to COVID-19 diagnostic testing on the BD VeritorTM Plus and BD MaxTM Systems.

We continue to invest in research and development, geographic expansion, and new product [removed: market] programs to drive further revenue and profit growth.

As discussed above, current global economic conditions [removed: are highly] [added: remain relatively] volatile due to the COVID-19 pandemic.

In addition, [removed: pricing pressure exists] [added: an inability to increase or maintain selling prices] globally [removed: which] could adversely impact our businesses.

[removed: As noted above, our] [added: Our] financial position remains strong, with cash flows from operating activities totaling [removed: $3.539] [added: $4.647] billion in [removed: 2020.][added: 2021.]

At September 30, [removed: 2020,] [added: 2021,] we had [removed: $2.937] [added: $2.403] billion in cash and equivalents and short-term investments, including restricted cash.

We continued to return value to our shareholders in the form of [added: dividends.]

During fiscal year [removed: 2020,] [added: 2021,] we paid cash dividends of [removed: $1.026] [added: $1.048] billion, including [removed: $888] [added: $958] million paid to common shareholders and [removed: $137] [added: $90] million paid to preferred shareholders.

A [removed: stronger] [added: weaker] U.S. [removed: dollar in 2020,] [added: dollar,] compared [removed: with 2019,] [added: to the prior-year period,] resulted in [removed: an unfavorable] [added: a favorable] foreign currency translation impact to our revenues and [removed: earnings] [added: an unfavorable impact to our expenses] during [removed: 2020.][added: 2021.]

| | | | | | | | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | | | | | | | | | | | | | | | | | [removed: 2019] [added: 2020] vs. [removed: 2018] [added: 2019] | | | | | | | | | | | | | | |

| (Millions of dollars) | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | Total Change | | | | | | Estimated FX Impact | | | | | | FXN Change | | | | | | Total Change | | | | | | Estimated FX Impact | | | | | | FXN Change | | |

| Medication Delivery Solutions [removed: (a)] | | | $ | [removed: 3,555] [added: 4,057] | | | | | $ | [removed: 3,848] [added: 3,555] | | | | | $ | [removed: 3,627] [added: 3,848] | | | | | [removed: (7.6)] [added: 14.1] | | % | | | | [removed: (1.4)] [added: 2.4] | | % | | | | [removed: (6.2)] [added: 11.7] | | % | | | | [removed: 6.1] [added: (7.6)] | | % | | | | [removed: (2.7)] [added: (1.4)] | | % | | | | [removed: 8.8] [added: (6.2)] | | % |

| Medication Management Solutions [removed: (a)] | | | [removed: 2,454] [added: 2,432] | | | | | | [removed: 2,640] [added: 2,454] | | | | | | [removed: 2,487] [added: 2,640] | | | | | | [removed: (7.1)] [added: (0.9)] | | % | | | | [removed: (0.5)] [added: 1.4] | | % | | | | [removed: (6.6)] [added: (2.3)] | | % | | | | [removed: 6.2] [added: (7.1)] | | % | | | | [removed: (1.0)] [added: (0.5)] | | % | | | | [removed: 7.2] [added: (6.6)] | | % |

| Diabetes Care | | | [removed: 1,084] [added: 1,160] | | | | | | [removed: 1,110] [added: 1,084] | | | | | | [removed: 1,105] [added: 1,110] | | | | | | [removed: (2.4)] [added: 7.0] | | % | | | | [removed: (1.4)] [added: 2.2] | | % | | | | [removed: (1.0)] [added: 4.8] | | % | | | | [removed: 0.5] [added: (2.4)] | | % | | | | [removed: (2.4)] [added: (1.4)] | | % | | | | [removed: 2.9] [added: (1.0)] | | % |

| Pharmaceutical Systems | | | [removed: 1,588] [added: 1,829] | | | | | | [removed: 1,465] [added: 1,588] | | | | | | [removed: 1,397] [added: 1,465] | | | | | | [removed: 8.4] [added: 15.2] | | % | | | | [removed: (1.0)] [added: 4.1] | | % | | | | [removed: 9.4] [added: 11.1] | | % | | | | [removed: 4.8] [added: 8.4] | | % | | | | [removed: (3.4)] [added: (1.0)] | | % | | | | [removed: 8.2] [added: 9.4] | | % |

| Total Medical revenues | | | $ | [removed: 8,680] [added: 9,479] | | | | | $ | [removed: 9,064] [added: 8,680] | | | | | $ | [removed: 8,616] [added: 9,064] | | | | | [removed: (4.2)] [added: 9.2] | | % | | | | [removed: (1.0)] [added: 2.4] | | % | | | | [removed: (3.2)] [added: 6.8] | | % | | | | [removed: 5.2] [added: (4.2)] | | % | | | | [removed: (2.3)] [added: (1.0)] | | % | | | | [removed: 7.5] [added: (3.2)] | | % |

As expected, the Medication Delivery Solutions unit's 2020 revenues in China were also unfavorably impacted by a [removed: new] volume-based procurement process which [removed: has been] [added: was] adopted by several of China's provinces.

Fiscal year 2020 revenues in the Diabetes Care unit were unfavorably impacted by [added: pandemic-related declines in demand and] pricing pressures in the United States.

| (Millions of dollars) | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

- Driving operating effectiveness and margin expansion by placing controls on sourcing and transportation costs, as well as by increasing labor productivity and asset efficiencies;

BD’s Intention to Spin Off Diabetes Care

On May 6, 2021, we announced our intention to spin off our Diabetes Care business as a separate publicly traded company to BD’s shareholders.

The proposed spin-off is intended to be a tax-free transaction for U.S. federal income tax purposes and is expected to be completed in the first half of calendar year 2022, subject to the satisfaction of customary conditions, including final approval from BD’s Board of Directors and the effectiveness of a registration statement on Form 10.

The Company believes that as an independent, publicly traded entity, the Diabetes Care business will be positioned to more effectively allocate its capital and operational resources with a dedicated growth strategy.

For further discussion of risks relating to the proposed spin-off of our Diabetes Care business, see Item 1A.

Risk Factors—Risks Relating to the Proposed Spin-off of the Diabetes Care Business.

Demand for our products showed substantial recovery in our fiscal year 2021; however, regional resurgences in COVID-19 infections and the emergence of the Delta variant continued to impact the demand for certain of our products in our fiscal year 2021.

Our 2021 revenues reflected a substantial benefit from sales related to COVID-19 diagnostic testing on the BD VeritorTM Plus and BD MaxTM Systems.

The factors that affected our revenue growth in fiscal year 2021, including those related to the COVID-19 pandemic, are discussed in greater detail further below.

While non-acute utilization rates for most of our products have largely recovered to pre-pandemic levels, resurgences in COVID-19 infections or new strains of the virus may weaken future demand for certain of our products and/or disrupt our operations.

We also continue to see challenges posed by the pandemic to global transportation channels and other aspects of our supply chain, including the cost and availability of raw materials, as well as logistical challenges affecting the movement of freight around the globe.

The United States and other governments may enact or use laws and regulations, such as the Defense Production Act or export restrictions, to ensure availability of needed COVID-19 testing and vaccination delivery devices.

Any such action may impact our global supply chain network.

- The extent to which resurgences in COVID-19 infections or new strains of the virus, including the Delta variant, result in future deferrals of elective medical procedures and/or the extent to which the imposition of new governmental lockdowns, quarantine requirements or other restrictions may weaken demand for certain of our products and/or disrupt our operations;

- The degree to which demand and pricing for our COVID-19 diagnostics testing solutions continues to be impacted by reduced infection rates, as well as by distribution and utilization of available COVID-19 vaccines and the availability of competitive SARS-CoV-2 diagnostic testing products, which we expect will result in lower COVID-19 testing revenues in future periods;

- The degree to which the pandemic has escalated challenges that existed for global healthcare systems prior to the pandemic, such as staffing shortages, including nursing shortages, and budget constraints;

We remain focused on partnering with governments, healthcare systems, and healthcare professionals to navigate the COVID-19 pandemic.

This focus includes providing access to our SARS-CoV-2 diagnostics tests and injection devices for global vaccination campaigns, as well as supplying products and solutions for ongoing care for patients around the world.

We have also remained focused on protecting the health and safety of BD employees while ensuring continued availability of BD’s critical medical devices and technologies during these unprecedented times.

Worldwide revenues in 2021 of $20.248 billion increased 18.3% from the prior-year period, which primarily reflected an increase in volume, including increases attributable to our core products, of approximately 15.3%.

Revenues in 2021 also reflected a favorable impact from foreign currency translation of approximately 2.7%, as well as a favorable impact from price of approximately 0.3%.

Volume in 2021 reflected increased demand for our broad portfolio of products and was driven by the following:

- The Life Sciences segment’s revenues in 2021 reflected growth in both units.

Growth in the Integrated Diagnostic Solutions unit included approximately $2 billion of revenues driven by COVID-19 diagnostic testing primarily on the BD VeritorTM Plus and BD MaxTM Systems.

- Interventional segment revenues in 2021 reflected increased demand in all three units as hospital utilization increased and new product offerings drove higher sales.

We have reinvested over $200 million of the profits from our sales related to COVID-19 diagnostic testing into our BD 2025 strategy.

Also, we are experiencing challenges related to global transportation channels and supply chains.

These challenges have subjected certain of our costs, specifically raw material and freight costs, to inflationary pressures which have unfavorably impacted our gross profit and operating margins.

Additional

We also repurchased approximately $1.750 billion of our common stock during fiscal year 2021.

The Medical segment’s revenue growth in 2021 was aided by a favorable comparison to 2020, which was impacted by COVID-19 pandemic-related declines, particularly in the United States and China.

These prior-year pandemic-related declines impacted our Medication Delivery Solutions unit, and to a lesser extent, the

Diabetes Care unit.

Fiscal year 2021 revenue growth in the Medication Delivery Solutions unit reflected strong demand for our core offerings, including U.S. demand for catheters and vascular care products, as well as strong global demand for syringes resulting from COVID-19 vaccination efforts.

In the Medication Management

Solutions unit, lower revenues in 2021 reflected an unfavorable comparison to 2020, which benefited from global pandemic-related infusion pump orders.

Growth in the Diabetes Care unit benefited from the timing of sales, slightly better than expected market demand and a favorable comparison to 2020, which was impacted by pandemic-related declines.

The Pharmaceutical Systems unit’s revenue growth in 2021 reflected continued strong growth that is being driven by demand for our pre-filled devices and is enabled by capacity expansion efforts.

Demand for pre-filled devices is being aided by the vial to pre-filled device conversion for biologics, vaccines, and other injectable drugs.

In efforts to slow and control the spread of COVID-19, governments around the world issued stay at home orders, travel restrictions as well as recommendations or mandates to avoid large gatherings or to self-quarantine.

Many governments also instituted restrictions on certain businesses and their activities, particularly those that were deemed non-essential.

These various measures led to a sudden and significant decline in economic activity within a number of countries worldwide.

Although the global economy has shown signs of recovery, current economic data indicates that full recovery has stalled in some major economies.

As further discussed below, disruptions resulting from the ongoing COVID-19 pandemic unfavorably impacted our results of operations in fiscal year 2020.

While certain of our organizational units realized positive benefits to revenues from the pandemic, total consolidated revenues in 2020 were unfavorably impacted by an estimated net $600 million.

Our financial position has remained strong and we continue to generate operating cash flows that are sufficient to meet our short-term liquidity needs.

We also further secured our financial flexibility during the economic downturn by increasing the commitments available under our revolving credit facility by $381 million and issuing $3.0 billion of equity securities.

We believe that given our debt ratings and our capital allocation strategy, we would have access to additional short-term and long-term capital should the need arise.

We have not observed any impairments of our assets due to the COVID-19 pandemic and its adverse impact on global economic activity in 2020.

A decline in procedure volumes across acute and non-acute settings led to a decline in demand for general medical devices.

We also saw a deferral in elective procedures and delays in instrument placements relating to our medication management solutions, including Pyxis™.

There was also a decrease in routine diagnostic testing and specimen collections, which was offset by demand for COVID-19 testing.

Additionally, there was a decrease in research activity due to laboratory closures, delays in clinical trial enrollment and reduced clinical testing.

During the last half of our fiscal year 2020, we noted moderate recovery in the demand for certain products, including those products that are driven by the volume of elective procedures.

- The preparedness and effectiveness of countries around the world in preventing or responding to the ongoing spread of COVID-19, or in countries where the spread has been controlled, any resurgence of the virus;

- The degree to which COVID-19 testing solutions continue to be made available and are utilized by governments, healthcare providers and institutions, retail pharmacies and the general public;

- The pace at which hospitals and clinical laboratories fully resume patient care that is not related to the COVID-19 pandemic;

- The timing of when research performed by research laboratories and institutions will resume to normal operations; and

As part of our overall response to the COVID-19 pandemic, we have deployed our capabilities, expertise and scale to address critical health needs related to COVID-19 as follows:

- Our COVID-19 antigen detection test that can provide results in 15 minutes using a simple nasal swab and our portable BD VeritorTM Plus System was approved for Emergency Use Authorization by the U.S. Food and Drug Administration (“FDA”) and received the CE marking for use in the European Union.

- In addition to this immunoassay test, BD's portfolio of molecular solutions for COVID-19 testing includes three other tests that have been registered for use with our BD MaxTM molecular system.

- We have leveraged our category leading position as a manufacturer of needles and syringes to enter into partnerships with governments around the world to help prepare for a future COVID-19 vaccination campaign.

Additionally, we have been adhering to guidance provided by the WHO, as well as by health officials in various countries affected by the COVID-19 pandemic, to protect the health and safety of BD employees while ensuring continued availability of BD’s critical medical devices and technologies at this unprecedented time.

We have worked closely with governmental officials to keep our manufacturing facilities (and those of our suppliers) open due to the essential nature of our products.

Due to our enactment of business continuity plans, we have not experienced any significant disruption to our operations and supply chain to date.

Such actions have included travel restrictions, temporary reductions in executive compensation, a temporary suspension of matching contributions to certain voluntary defined contribution and other benefit plans, as well as temporary work reductions for certain manufacturing teams.

Worldwide revenues in 2020 of $17.117 billion decreased 1.0% from the prior-year period.

This decrease reflected unfavorable impacts from foreign currency translation and price of approximately 1.0% and 0.2%, respectively.

Volume increased by approximately 0.2%.

We estimate that the COVID-19 pandemic reduced volume growth in 2020 by approximately 3.3%.

- Interventional segment revenues in 2020 were negatively impacted by decreased demand associated with the deferral of elective medical procedures as a result of the COVID-19 pandemic.

dividends.

(a)The presentation of amounts in 2019 and 2018 reflects the reclassification of $11 million and $17 million, respectively, associated with the movement of certain products from the Medication Delivery Solutions unit to the Medication Management Solutions unit, which was effective on October 1, 2019.

The Medical segment’s revenues in 2020 reflected declines in the Medication Delivery Solutions, Medication Management Solutions and Diabetes Care units that were partially offset by growth in the Pharmaceutical Systems unit.

We continue to make progress on our regulatory filing related to the BD AlarisTM infusion pumps and we currently expect the filing to be made with the FDA either at the end of the second quarter or early in the third quarter of BD's fiscal

year 2021.

The Medical segment's revenues in 2019 were favorably impacted by the inclusion of revenues associated with certain C.R. Bard, Inc. ("Bard") products within the Medication Delivery Solutions unit in the first quarter of fiscal year 2019 but not in the first quarter of the prior-year period as operating activities of Bard, which was acquired on December 29, 2017, were not included in our consolidated results of operations until January 1, 2018.

The Medication Delivery Solution unit's 2019 revenues also reflected strong growth in global sales of vascular access devices.

The Medication Management Solutions unit's revenues in 2019 reflected sales growth attributable to the installations of infusion and dispensing systems, as well as growth in sales of disposables.

Information with respect to BD’s business segments [removed: and the Bard acquisition] is included in Note 7 [removed: and Note 10, respectively,] to the consolidated financial statements contained in Item 8.

| Pharmaceutical Systems | | | Prefillable drug delivery systems - prefillable syringes, safety, shielding and self-injection systems and support services [added: (combination product testing, technical and regulatory)] - provided to pharmaceutical companies for use as containers for injectable pharmaceutical products, which are then placed on the market as drug/device combinations. | | |

| Integrated Diagnostic Solutions | | | Integrated systems for specimen collection; safety-engineered blood collection products and systems; automated blood culturing and tuberculosis culturing systems; molecular testing systems for infectious diseases and women’s health; microorganism identification and drug susceptibility systems; liquid-based cytology systems [added: and HPV tests] for cervical cancer screening; rapid diagnostic assays for testing of respiratory infections; microbiology laboratory automation; and plated media for clinical and industrial applications. | | |

[removed: Muller™] [added: Mueller™] surgical and laparoscopic instrumentation products, to be used once and then discarded or are either temporarily or permanently implanted.

| Peripheral Intervention | | | Percutaneous transluminal angioplasty (“PTA”) balloon catheters, peripheral vascular stents, self-expanding and balloon-expandable stent grafts, vascular grafts, drug coated balloons, ports, biopsy, chronic dialysis, feeding, inferior vena catheter filters, endovascular fistula creation devices and drainage products, and atherectomy and thrombectomy [removed: system.] [added: systems.] | | |

| Urology and Critical Care | | | Urine management [added: & measurement] devices, urological drainage products, intermittent catheters, kidney stone management devices, Targeted Temperature Management, and fecal management devices. | | |

Additional information regarding [removed: the Bard acquisition] [added: this divestiture] is contained in Note 10 to the consolidated financial statements contained in Item 8.

In October 2018, BD completed the sale of its [added: Life Sciences segment’s] Advanced Bioprocessing business pursuant to a definitive agreement that was signed in September 2018.

For reporting purposes, we organize our operations outside the United States as follows: [removed: Europe, EMA] [added: EMEA] (which includes [removed: the Commonwealth of Independent States,] [added: Europe,] the Middle East and Africa); Greater Asia (which includes countries in Greater China, Japan, South Asia, Southeast Asia, Korea, and Australia and New Zealand); Latin America (which includes Mexico, Central America, the Caribbean and South America); and Canada.

Order backlog is not material to BD’s business inasmuch as orders for BD products generally are received and filled on a current [removed: basis, except for items temporarily out of stock.][added: basis.]

BD’s worldwide sales are not generally seasonal, with the exception of certain medical devices in the Medication Delivery Solutions business unit, and flu diagnostic products in the Integrated Diagnostic Systems business unit, [added: both of] which relate to seasonal diseases such as influenza.

In order to service its customers, optimize logistics, lower facilities costs and reduce finished goods inventory levels, BD operates consolidated distribution facilities [removed: in both the United States and Europe.][added: globally.]

If clinical trials are not required, this qualification process [removed: can take 3-18 months depending on the criticality of the change.]

In order to remain competitive in the industries in which it operates, BD continues to make investments in [removed: research and development,] [added: R&D,] quality management, quality improvement, product innovation and productivity improvement in support of its core strategies.

These mechanisms include payment reductions, pay for performance measures, quality-based performance payments, restrictive coverage policies, bidding and tender mechanics, studies to compare the effectiveness of therapies and use of technology [added: assessments.]

[removed: Following the introduction of a product,] these agencies engage in periodic reviews and inspections of BD’s quality systems, as well as product performance and advertising and promotional materials.

In February 2009, CareFusion and the FDA amended the consent decree to include all infusion pumps manufactured by or for CareFusion 303, Inc., the organizational unit that manufactures and sells BD [removed: Alaris] [added: Alaris™] infusion pumps in the United States.

We may be obligated to pay more costs in the future because, among other things, the FDA may determine that we are not fully compliant with the amended consent decree and therefore impose penalties under the amended consent decree, and/or we may be subject to future proceedings and litigation relating to the matters addressed in the amended consent [added: decree, including, but not limited to, fines, penalties, other monetary remedies, and expansion of the terms of the amended consent] decree.

As of September 30, [removed: 2020,] [added: 2021,] we do not believe that a loss is probable in connection with the amended consent decree, and accordingly, we have no accruals associated with compliance with the amended consent decree.

We are undertaking certain remediation of our BD Alaris System, and are currently shipping the product in the [removed: U.S.] [added: U.S.,] only in cases of medical [removed: necessity.][added: necessity and to remediate recalled software versions.]

We will not be able to fully resume commercial operations for the BD Alaris System in the U.S. until a 510(k) submission relating to the product has been [removed: filed with and subsequently] cleared by the FDA.

However, the FDA’s review of the items raised in the Form 483 remains ongoing and no assurances can be given regarding further action by [removed: the FDA as a result of the observations.]

On January 11, 2018, BD received a Warning Letter from the FDA with respect to our [added: former] BD Preanalytical Systems ("PAS") unit, citing certain alleged violations of quality system regulations and of law.

BD has worked closely with the FDA and implemented corrective actions to address the [added: quality management system] concerns identified in the warning letter.

In March 2020, the FDA conducted a subsequent inspection of PAS, which it classified as Voluntary Action Indicated, which means the FDA will not take or recommend any administrative or regulatory action as a result of the unit’s response to the observations [added: associated with the quality management concerns] in the inspection.

Consent Order - Covington, [removed: Georgia][added: Georgia, USA]

Under the terms of the consent order, which has been amended two times upon mutual agreement of BD and EPD, BD voluntarily agreed to a number of operational changes at its Covington and Madison, Georgia [removed: facilities] [added: facilities, as well as at its distribution center in Covington,] designed to further reduce ethylene oxide emissions, including but not limited to operating at a reduced capacity.

BD has business continuity plans in place to mitigate the impact of any additional restrictions on our operations at these facilities, although it is possible that these plans will not be able to fully offset such [removed: impact.][added: impact, especially considering the reduced capacity of third-party sterilization service providers and the regulatory timelines associated with transferring sterilization operations for regulated products.]

As of September 30, [removed: 2020, we had] [added: 2021, BD is comprised of] approximately [removed: 72,000] [added: 75,000] associates located in over [removed: 70 different countries in a variety of different roles.][added: 62 countries.]

Attracting, developing and retaining talented people in technical, marketing, sales, research and other positions is crucial to executing our strategy and our ability to compete [removed: effectively.][added: effectively in a highly competitive medical technology industry.]

Our ability to recruit and retain such talent depends on [removed: a number of] [added: several] factors, including compensation and benefits, talent development and career opportunities, and [removed: work environment.][added: our unique culture.]

To that end, we [added: continually] invest in our associates in order to be an employer of choice.

[added: Inclusion,] Diversity & [removed: Inclusion][added: Equity]

[removed: Our associates reflect] [added: We continually engage a workforce that reflects] the communities we live and work [removed: in,] [added: in and] the customers and patients we serve, and [removed: possess] [added: that possesses] a broad range of thought and experiences [removed: that] [added: which] have helped BD achieve our leadership position in the medical technology industry and the global marketplace.

A key component of our journey to continually build a better BD is our commitment to global [removed: inclusion and] [added: inclusion,] diversity [removed: ("I&D").][added: and equity ("ID&E").]

Our [removed: I&D] [added: ID&E] efforts have garnered recognitions, including Best Places to Work for Disability and LGBTQ Inclusion, Bloomberg’s Gender Equality Index, and Diversity [removed: Inc’s] [added: Inc.’s] Noteworthy Companies.

[removed: Although] [added: While] we [removed: have made] [added: continue to demonstrate] progress in [added: the diverse representation of] our [removed: workforce diversity representation,] [added: workforce,] we seek to continuously improve in this area.

Each year, we establish annual corporate [removed: I&D] [added: ID&E] goals to [removed: continue improving our] [added: improve] hiring, development, advancement, and retention of diverse [removed: talent] [added: talent,] and [added: to advance] our [removed: overall diversity representation.][added: culture of inclusion.]

Externally, we are [added: building on our existing momentum and remain] involved in industry [removed: I&D efforts as one of several companies taking a leadership role in AdvaMed’s] [added: ID&E] efforts [added: with the Advanced Medical Technology Association (AdvaMed)] to improve diversity in the medical technology industry.

Through the BD Helping Build Healthy [removed: Communities] [added: Communities™] initiative, we committed $22.6 million to support Direct Relief and the National Association of Community Health Centers in expanding the innovative practices of U.S. community health centers, which collectively serve more than 30 million U.S. [removed: patients –] [added: patients,] the majority of which are in [removed: underrepresented] [added: underserved] communities.

With the emergency use authorization approval of the At Home COVID-19 test, BD Life Sciences also serves patients directly.

Divestiture

can take 3-18 months depending on the criticality of the change.

See further discussion of the risks related to the supply chain and raw materials in Item 1A.

BD conducts its research and development (“R&D”) activities at its operating units and across global enterprise centers of excellence located in the United States, India, China, Singapore, and Ireland.

Outside North America, BD has a significant R&D presence in Greater Asia and Europe.

Following the introduction of a product,

No assurances can be given as to when or if clearance will be obtained from the FDA.

the FDA as a result of the observations, including but not limited to action pursuant to the amended consent decree.

BD continues to work with the FDA to generate additional clinical evidence and file 510(k)s as remaining commitments associated with the Warning Letter.

The FDA review of these remaining commitments is ongoing and no assurances can be given regarding further action by the FDA as a result of these commitments, including but not limited to action pursuant to the Warning Letter.

At a broader level, several states have increased the regulatory requirements associated with the use and emission of ethylene oxide, the most frequently used sterilant for medical devices and health care products in the U.S. This increased regulation could require BD or sterilization service providers, including providers used by BD, to temporarily suspend operations to install additional air quality controls, limit the use of ethylene oxide or take other actions, which would further reduce the available capacity of third-party providers to sterilize medical devices and health care products.

A few states have filed lawsuits to require additional air quality controls and expand limitations on the use of ethylene oxide at sterilization facilities.

In December 2020, the State of New Mexico filed a lawsuit seeking a temporary restraining order and a preliminary and permanent injunction against a major medical device sterilizer, which sterilizes certain of our surgery products, to reduce ethylene oxide emissions associated with their sterilization process.

On the federal level, in late 2019, the U.S. Environmental Protection Agency provided notice that it would be conducting rulemaking to reconsider federal regulations applicable to the use and emission of ethylene oxide.

If any such proceedings or rulemaking result in the suspension 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.

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.

Risk Factors.

At BD, our associates are guided by our Purpose, *advancing the world of health* and The BD WAY, our culture and values.

Each empowers our associates to contribute individuality, unique ideas, and experiences to fuel innovation and better patient outcomes.

In addition, our executive leaders serve as sponsors of our nine associate-led resource groups ("ARGs") who are empowered to set strategic goals that drive belonging, allyship, community service and professional development.

We remain committed to support and partner with the United Nation’s Open for Business, United Negro College Fund, the Equal Justice Initiative (“EJI”) and our BD Helping Build Healthy Communities initiative.

We also built upon our support for the EJI, taking the opportunity to engage our associates in a 21-Day Racial Equity and Social Justice Challenge to bring further awareness and understanding of social and racial justice issues.

For each associate that engaged with the challenge, we committed an additional monetary donation to the EJI.

| Management | | | 40% | | | +1% | | | 29% | | | +1% | | |

At BD we are accountable for learning and growing every day.

Our commitment to continuous improvement helps us to become the best version of ourselves.

This year we have launched several new flagship programs to help our more than 8,000 People Managers to become even more efficient as managers and in the coming years we will continue to roll-out programs that help leaders create work environments that facilitate growth and success.

We have, in addition, conducted several virtual programs for our Executive Leaders to support them in their role as company leaders responsible for navigating the pandemic.

We continue to engage in discussions as a company on intersectionality, inclusion and belonging.

We seek ongoing feedback to better understand what we are doing well and how we can improve the associate experience.

In addition to encouraging a speak up culture between associates, their managers, and cross functional teams, we conduct employee engagement surveys to provide all associates with an opportunity to share their perspective and we take appropriate action in response.

To that end, we offer a comprehensive total rewards program aimed at promoting

Each year we review and implement program enhancements and investments to ensure our benefits are inclusive and representative of the needs of BD associates and their families.

Additionally, over the last few years in the U.S., we have increased efforts to mitigate the impact of rising healthcare costs and to offer more affordable benefit options, with a specific focus on affordability for BD associates earning $50,000 per year or less.

BD is also committed to compensating all associates fairly and equitably for their contributions to company performance.

For 2021, we conducted a pay equity assessment for associates in 57 countries to identify and remedy any potential pay disparity issues.

As is further described below, BD completed its acquisition of C.R. Bard, Inc. ("Bard") on December 29, 2017, and BD Interventional includes the majority of Bard’s product offerings, along with certain product offerings formerly within BD Medical.

Additionally, certain of Bard's product offerings are included within BD Medical as part of the Medication Delivery Solutions unit.

C. R. Bard Acquisition

On December 29, 2017, BD completed the acquisition of Bard, a global medical technology company in the fields of vascular, urology, oncology and surgical specialty products.

Under the terms of the transaction, Bard common shareholders received approximately $222.93 in cash and 0.5077 shares of BD stock per Bard share.

BD financed the cash portion of the total consideration transferred with available cash, which included net proceeds raised in the third quarter of fiscal year 2017 through registered public offerings of securities and debt transactions.

Financial Statements and Supplementary Data, which is incorporated herein by reference.

Divestitures

*Respiratory Solutions and Vyaire Medical*

In April 2018, BD completed the sale of its remaining interest in Vyaire Medical.

BD received gross cash proceeds of approximately $435 million and recognized a pre-tax gain on the sale of approximately $303 million.

Additional information regarding these divestitures is contained in Note 11 to the consolidated financial statements contained in Item 8.

The principal products sold by BD outside the United States are hypodermic needles and syringes; insulin syringes and pen needles; BD Hypak™ brand prefillable syringe systems; infusion therapy products, including BD Alaris™ infusion pumps; pharmacy automation equipment, including Pyxis™ systems; devices and services for the treatment of peripheral arterial and venous disease, cancer detection, and end-stage renal disease and maintenance; synthetic and resorbable mesh, biologic implants and fixation systems to complement innovative techniques for inguinal, ventral and other hernia repair procedures; medical devices for urine drainage in the acute care hospital and home care settings; BD Vacutainer™ brand blood collection products; diagnostic systems and laboratory equipment and products; and flow cytometry instruments and reagents.

Orders are normally shipped within a matter of days after receipt.

BD conducts its research and development (“R&D”) activities at its operating units and at BD Technologies in Research Triangle Park, North Carolina.

Outside North America, BD primarily conducts R&D activities in China, France, India, Ireland and Singapore.

assessments.

We compete in the highly competitive medical technology industry.

In addition, our executive leaders serve as sponsors of our nine associate-led resource groups ("ARGs") in support of their efforts to provide meaningful professional development for our workforce, drive business improvement and innovation and contribute to BD's role as a socially responsible community member.

We have also committed to leadership in I&D through our support for the Equality Act and the United Nations’ Open for Business program and organizations like The Human Rights Campaign, Equal Justice Initiative, and The United Negro College Fund.

| Management | | | 39% | | | — | | | 28% | | | +2% | | |

development programs, including programs dedicated to certain specific areas, such as finance and technology.

We have also launched a set of expectations and curriculum to enhance our more than 7,500 people leaders’ ability to develop their teams and create the right work environment for their teams to excel.

Printed copies of these materials, this 2020 Annual Report on Form 10-K, and BD’s reports and statements filed with, or furnished to,

For the fiscal year ended September 30, [removed: 2020][added: 2021]

| [removed: 0.174%] [added: 1.213%] Notes due [removed: June 4, 2021] [added: February 12, 2036] | | | | | | [removed: BDX/21] [added: BDX/36] | | | | | | New York Stock Exchange | | |

Indicate by check mark whether the registrant is a "large accelerated filer," an "accelerated filer," a "non-accelerated filer," [added: a] "smaller reporting company," or an "emerging growth company."

As of March 31, [removed: 2020,] [added: 2021,] the aggregate market value of the registrant’s outstanding common stock held by non-affiliates of the registrant was approximately [removed: $62,360,106,701.][added: $70,616,222,365.]

As of October 31, [removed: 2020, 290,031,363] [added: 2021, 284,023,582] shares of the registrant’s common stock were outstanding.

Documents Incorporated by Reference Portions of the registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held January [removed: 26, 2021] [added: 25, 2022] are incorporated by reference into Part III hereof.

| [Item 1. [removed: Business](#iaa48bd2797b246e8b2d49fcf1f902a81_16)] [added: Business](#i769337f517694ce29a72abc52f207787_16)] | | | [removed: [1](#iaa48bd2797b246e8b2d49fcf1f902a81_16)] [added: [1](#i769337f517694ce29a72abc52f207787_16)] | | |

| [Item 1A. Risk [removed: Factors](#iaa48bd2797b246e8b2d49fcf1f902a81_19)] [added: Factors](#i769337f517694ce29a72abc52f207787_19)] | | | [removed: [10](#iaa48bd2797b246e8b2d49fcf1f902a81_19)] [added: [11](#i769337f517694ce29a72abc52f207787_19)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#iaa48bd2797b246e8b2d49fcf1f902a81_22)] [added: Comments](#i769337f517694ce29a72abc52f207787_22)] | | | [removed: [19](#iaa48bd2797b246e8b2d49fcf1f902a81_22)] [added: [21](#i769337f517694ce29a72abc52f207787_22)] | | |

| [Item 2. [removed: Properties](#iaa48bd2797b246e8b2d49fcf1f902a81_25)] [added: Properties](#i769337f517694ce29a72abc52f207787_25)] | | | [removed: [19](#iaa48bd2797b246e8b2d49fcf1f902a81_25)] [added: [21](#i769337f517694ce29a72abc52f207787_25)] | | |

| [Item 3. Legal [removed: Proceedings](#iaa48bd2797b246e8b2d49fcf1f902a81_28)] [added: Proceedings](#i769337f517694ce29a72abc52f207787_28)] | | | [removed: [19](#iaa48bd2797b246e8b2d49fcf1f902a81_28)] [added: [21](#i769337f517694ce29a72abc52f207787_28)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#iaa48bd2797b246e8b2d49fcf1f902a81_31)] [added: Disclosures](#i769337f517694ce29a72abc52f207787_31)] | | | [removed: [19](#iaa48bd2797b246e8b2d49fcf1f902a81_31)] [added: [21](#i769337f517694ce29a72abc52f207787_31)] | | |

| [Information About Our Executive [removed: Officers](#iaa48bd2797b246e8b2d49fcf1f902a81_34)] [added: Officers](#i769337f517694ce29a72abc52f207787_34)] | | | [removed: [20](#iaa48bd2797b246e8b2d49fcf1f902a81_34)] [added: [22](#i769337f517694ce29a72abc52f207787_34)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iaa48bd2797b246e8b2d49fcf1f902a81_40)] [added: Securities](#i769337f517694ce29a72abc52f207787_40)] | | | [removed: [21](#iaa48bd2797b246e8b2d49fcf1f902a81_40)] [added: [23](#i769337f517694ce29a72abc52f207787_40)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iaa48bd2797b246e8b2d49fcf1f902a81_46)] [added: Operations](#i769337f517694ce29a72abc52f207787_46)] | | | [removed: [23](#iaa48bd2797b246e8b2d49fcf1f902a81_46)] [added: [24](#i769337f517694ce29a72abc52f207787_46)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#iaa48bd2797b246e8b2d49fcf1f902a81_49)] [added: Risk](#i769337f517694ce29a72abc52f207787_49)] | | | [removed: [45](#iaa48bd2797b246e8b2d49fcf1f902a81_49)] [added: [47](#i769337f517694ce29a72abc52f207787_49)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#iaa48bd2797b246e8b2d49fcf1f902a81_52)] [added: Data](#i769337f517694ce29a72abc52f207787_52)] | | | [removed: [46](#iaa48bd2797b246e8b2d49fcf1f902a81_52)] [added: [48](#i769337f517694ce29a72abc52f207787_52)] | | |

| [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#iaa48bd2797b246e8b2d49fcf1f902a81_172)] [added: Disclosure](#i769337f517694ce29a72abc52f207787_142)] | | | [removed: [101](#iaa48bd2797b246e8b2d49fcf1f902a81_172)] [added: [102](#i769337f517694ce29a72abc52f207787_142)] | | |

| [Item 9A. Controls and [removed: Procedures](#iaa48bd2797b246e8b2d49fcf1f902a81_175)] [added: Procedures](#i769337f517694ce29a72abc52f207787_145)] | | | [removed: [101](#iaa48bd2797b246e8b2d49fcf1f902a81_175)] [added: [102](#i769337f517694ce29a72abc52f207787_145)] | | |

| [Item 9B. Other [removed: Information](#iaa48bd2797b246e8b2d49fcf1f902a81_178)] [added: Information](#i769337f517694ce29a72abc52f207787_148)] | | | [removed: [102](#iaa48bd2797b246e8b2d49fcf1f902a81_178)] [added: [103](#i769337f517694ce29a72abc52f207787_148)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#iaa48bd2797b246e8b2d49fcf1f902a81_184)] [added: Governance](#i769337f517694ce29a72abc52f207787_154)] | | | [removed: [103](#iaa48bd2797b246e8b2d49fcf1f902a81_184)] [added: [103](#i769337f517694ce29a72abc52f207787_154)] | | |

| [Item 11. Executive [removed: Compensation](#iaa48bd2797b246e8b2d49fcf1f902a81_187)] [added: Compensation](#i769337f517694ce29a72abc52f207787_157)] | | | [removed: [103](#iaa48bd2797b246e8b2d49fcf1f902a81_187)] [added: [103](#i769337f517694ce29a72abc52f207787_157)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iaa48bd2797b246e8b2d49fcf1f902a81_190)] [added: Matters](#i769337f517694ce29a72abc52f207787_160)] | | | [removed: [103](#iaa48bd2797b246e8b2d49fcf1f902a81_190)] [added: [103](#i769337f517694ce29a72abc52f207787_160)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#iaa48bd2797b246e8b2d49fcf1f902a81_193)] [added: Independence](#i769337f517694ce29a72abc52f207787_163)] | | | [removed: [103](#iaa48bd2797b246e8b2d49fcf1f902a81_193)] [added: [103](#i769337f517694ce29a72abc52f207787_163)] | | |

| [Item 14. Principal Accounting Fees and [removed: Services](#iaa48bd2797b246e8b2d49fcf1f902a81_196)] [added: Services](#i769337f517694ce29a72abc52f207787_166)] | | | [removed: [103](#iaa48bd2797b246e8b2d49fcf1f902a81_196)] [added: [104](#i769337f517694ce29a72abc52f207787_166)] | | |

| [Item 15. Exhibits, Financial Statement [removed: Schedules](#iaa48bd2797b246e8b2d49fcf1f902a81_202)] [added: Schedules](#i769337f517694ce29a72abc52f207787_172)] | | | [removed: [104](#iaa48bd2797b246e8b2d49fcf1f902a81_202)] [added: [104](#i769337f517694ce29a72abc52f207787_172)] | | |

| [Item 16. Form 10-K [removed: Summary](#iaa48bd2797b246e8b2d49fcf1f902a81_205)] [added: Summary](#i769337f517694ce29a72abc52f207787_175)] | | | [removed: [104](#iaa48bd2797b246e8b2d49fcf1f902a81_202)] [added: [104](#i769337f517694ce29a72abc52f207787_172)] | | |

| [EXHIBIT [removed: INDEX](#iaa48bd2797b246e8b2d49fcf1f902a81_208)] [added: INDEX](#i769337f517694ce29a72abc52f207787_178)] | | | [removed: [105](#iaa48bd2797b246e8b2d49fcf1f902a81_208)] [added: [105](#i769337f517694ce29a72abc52f207787_178)] | | |

| 0.000% Notes due August 13, 2023 | | | | | | BDX23B | | | | | | New York Stock Exchange | | |

| 0.034% Notes due August 13, 2025 | | | | | | BDX25A | | | | | | New York Stock Exchange | | |

| [PART I](#i769337f517694ce29a72abc52f207787_13) | | | [1](#i769337f517694ce29a72abc52f207787_13) | | |

| [PART II](#i769337f517694ce29a72abc52f207787_37) | | | [23](#i769337f517694ce29a72abc52f207787_37) | | |

| [Item 6. (Reserved)](#i769337f517694ce29a72abc52f207787_43) | | | [23](#i769337f517694ce29a72abc52f207787_43) | | |

| [Item 9C.](#i769337f517694ce29a72abc52f207787_1531) [](#i769337f517694ce29a72abc52f207787_1531)[Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i769337f517694ce29a72abc52f207787_1531) | | | [103](#i769337f517694ce29a72abc52f207787_1531) | | |

| [PART III](#i769337f517694ce29a72abc52f207787_151) | | | [103](#i769337f517694ce29a72abc52f207787_154) | | |

| [PART IV](#i769337f517694ce29a72abc52f207787_169) | | | [104](#i769337f517694ce29a72abc52f207787_169) | | |

| [SIGNATURES](#i769337f517694ce29a72abc52f207787_181) | | | [110](#i769337f517694ce29a72abc52f207787_181) | | |

| [PART I](#iaa48bd2797b246e8b2d49fcf1f902a81_13) | | | [1](#iaa48bd2797b246e8b2d49fcf1f902a81_13) | | |

| [PART II](#iaa48bd2797b246e8b2d49fcf1f902a81_37) | | | [21](#iaa48bd2797b246e8b2d49fcf1f902a81_37) | | |

| [Item 6. Selected Financial Data](#iaa48bd2797b246e8b2d49fcf1f902a81_43) | | | [22](#iaa48bd2797b246e8b2d49fcf1f902a81_43) | | |

| [PART III](#iaa48bd2797b246e8b2d49fcf1f902a81_181) | | | [103](#iaa48bd2797b246e8b2d49fcf1f902a81_184) | | |

| [PART IV](#iaa48bd2797b246e8b2d49fcf1f902a81_199) | | | [104](#iaa48bd2797b246e8b2d49fcf1f902a81_199) | | |

| [SIGNATURES](#iaa48bd2797b246e8b2d49fcf1f902a81_211) | | | [110](#iaa48bd2797b246e8b2d49fcf1f902a81_211) | | |

As of September [removed: 2020,] [added: 2021,] BD owned or leased [removed: 323] [added: 325] facilities throughout the world, comprising approximately [removed: 25,205,525] [added: 25,018,032] square feet of manufacturing, warehousing, [removed: administrative] [added: administrative,] and research facilities.

The U.S. facilities, including those in Puerto Rico, comprise approximately [removed: 8,475,393] [added: 7,966,863] square feet of owned and [removed: 4,166,494] [added: 4,501,209] square feet of leased space.

The international facilities comprise approximately [removed: 9,582,786] [added: 9,638,055] square feet of owned and [removed: 2,980,824] [added: 2,911,904] square feet of leased space.

The U.S. facilities are located in Alabama, Arizona, California, Connecticut, Florida, Georgia, Illinois, [removed: Indiana,] Maryland, Massachusetts, Minnesota, Missouri, Nebraska, New Jersey, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Virginia, [removed: Washington,] [added: Washington] D.C., Washington, and Puerto Rico.

\- *Europe, Middle East, Africa*, which includes facilities in Austria, Belgium, Bosnia, the Czech Republic, Denmark, [added: Egypt,] England, Finland, France, Germany, Ghana, Greece, Hungary, Ireland, Israel, Italy, Kenya, Luxembourg, Netherlands, Norway, Pakistan, Poland, Portugal, Russia, Saudi Arabia, South Africa, Spain, Sweden, Switzerland, Turkey, the United Arab Emirates and Zambia.

\- *Latin America*, which includes facilities in Argentina, Brazil, Chile, Colombia, the Dominican Republic, [removed: Mexico] [added: Mexico, Peru] and [removed: Peru.][added: Uruguay.]

| [removed: Vincent A. Forlenza] [added: Thomas E. Polen] | | | [removed: 67] [added: 48] | | | Chairman since [removed: July 2012;] [added: April 2021;] Chief Executive Officer [added: since January 2020; President since April 2017; Chief Operating Officer] from October [removed: 2011] [added: 2018] to January 2020; and [added: Executive Vice] President [added: and President - Medical Segment] from [removed: January 2009] [added: October 2014] to April 2017. | | |

| Simon D. Campion | | | [removed: 49] [added: 50] | | | Executive Vice President and President, Interventional Segment since September 2018; Worldwide President, BD Interventional - Surgery from December 2017 to September 2018; President, Davol (now part of our Surgery business), C.R. Bard, Inc. from July 2015 to December 2017; and prior thereto, Vice President and General Manager, Davol. | | |

| Alexandre Conroy | | | [removed: 57] [added: 58] | | | Executive Vice President and Chief Integrated Supply Chain Officer since February 2019; Worldwide President, Medication and Procedural Solutions from May 2017 to February 2019; and Executive Vice President and President, Europe, EMA and the Americas from June 2012 to May 2017. | | |

| Antoine [added: C.] Ezell | | | [removed: 51] [added: 52] | | | [added: Executive Vice] President, [added: President,] North America [added: and Chief Marketing Officer] since October 2020; Executive Vice President and Chief Marketing Officer [removed: since] [added: from] January [added: 2020 to October] 2020; Vice President, Connected Care and Insulins, Eli Lilly and Company from January 2019 to January 2020; and prior thereto, Vice President, Enterprise Capabilities and Solutions, Eli Lilly; Chief Marketing Officer, Elanco Animal Health; and Chief Customer Officer, Eli Lilly. | | |

| Roland Goette | | | [removed: 58] [added: 59] | | | Executive Vice President and President, EMEA since May 2017; and President, Europe from October 2014 to May 2017. | | |

| Samrat S. Khichi | | | [removed: 53] [added: 54] | | | Executive Vice President, [added: Corporate Development,] Public [removed: Policy and] [added: Policy,] Regulatory Affairs [added: and General Counsel] since [added: September 2021; Executive Vice President, Public Policy, Regulatory Affairs and General Counsel from] May [removed: 2019;] [added: 2019 to September 2021;] Executive Vice President and General Counsel from December 2017 to May 2019; and Senior Vice President, General Counsel and Corporate Secretary, C.R. Bard, Inc. from July 2014 to December 2017. | | |

| Betty D. Larson | | | [removed: 44] [added: 45] | | | Executive Vice [removed: President, Human Resources,] [added: President] and Chief Human Resources Officer since July 2018; Senior Vice President of Human Resources, Interventional Segment from December 2017 to July 2018; and Vice President, Human Resources, [added: Chief Human Resources Officer,] C.R. Bard, Inc. from September 2014 to December 2017. | | |

| James Lim | | | [removed: 56] [added: 57] | | | Executive Vice President and President, Greater Asia since June 2012. | | |

| Alberto Mas | | | [removed: 59] [added: 60] | | | Executive Vice President and President - Medical Segment since June 2018; Executive Vice President and President - Life Sciences Segment from October 2016 to June 2018; and Worldwide President - Diagnostic Systems from October 2013 to October 2016. | | |

| Christopher R. Reidy | | | [removed: 63] [added: 64] | | | Executive Vice [added: President and Chief Administrative Officer since September 2021; and Executive Vice] President, Chief Financial Officer and Chief Administrative Officer [removed: since] [added: from] July [removed: 2013.] [added: 2013 to September 2021.] | | |

| Christopher J. DelOrefice | | | 50 | | | Executive Vice President and Chief Financial Officer since September 2021; Vice President, Investor Relations, Johnson & Johnson from August 2018 to August 2021; Vice President, Finance, North America Hospital Medical Devices, Johnson & Johnson from June 2017 to August 2018; and Vice President, Finance, North America, Johnson & Johnson Consumer, March 2014 to June 2017. | | |

| David Hickey | | | 59 | | | Executive Vice President and President, Life Sciences Segment since January 2021; President, Integrated Diagnostics Solutions from October 2019 to January 2021; and President, Diagnostic Systems from July 2016 to September 2019. | | |

| Thomas E. Polen | | | 47 | | | Chief Executive Officer since January 2020; President since April 2017; Chief Operating Officer from October 2018 to January 2020; and Executive Vice President and President - Medical Segment from October 2014 to April 2017. | | |

| Patrick K. Kaltenbach | | | 57 | | | Executive Vice President and President, Life Sciences Segment since May 2018; and Senior Vice President and President, Life Sciences and Applied Markets Group, Agilent Technologies, Inc. from November 2014 to April 2018. As previously announced, Mr. Kaltenbach will be leaving BD in January 2021. | | |

As of October 31, [removed: 2020,] [added: 2021,] there were approximately [removed: 12,656] [added: 11,998] shareholders of record.

The table below sets forth certain information regarding BD’s purchases of its common stock during the fiscal quarter ended September 30, [removed: 2020.][added: 2021.]

| Period | | | Total Number of Shares Purchased(1) | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs] [added: Programs (2)] | | | | | | Maximum Number of Shares that May Yet be Purchased Under the Plans or [removed: Programs(2)] [added: Programs (2)] | | |

[removed: (2)Represents shares available under] [added: (2)The repurchases were made pursuant to] the repurchase program authorized by the Board of Directors on September 24, 2013 for 10 million shares, for which there is no expiration date.

| July 1-31, 2021 (3) | | | 404,392 | | | | | | $242.56 | | | | | | 403,159 | | | | | | 3,730,494 | | |

| August 1-31, 2021 (4) | | | 2,515,405 | | | | | | $251.90 | | | | | | 2,515,301 | | | | | | 1,215,193 | | |

| September 1-30, 2021 | | | — | | | | | | — | | | | | | — | | | | | | 1,215,193 | | |

| Total | | | 2,919,797 | | | | | | $250.61 | | | | | | 2,918,460 | | | | | | 1,215,193 | | |

(3)Includes 403,000 shares received upon final settlement of a $500 million accelerated share repurchase (“ASR”) agreement executed in May 2021.

The total average price paid per share in the table above reflects the volume weighted average price of BD's shares over the term of the ASR agreement.

Additional disclosures regarding our share repurchase transactions are provided in Note 3 to the consolidated financial statements contained in Item 8.

Financial Statements and Supplementary Data.

(4)Includes an initial delivery of 2,515,000 shares of our common stock received upon payment under an ASR agreement of $750 million which was executed in August 2021.

We received an additional 462,000 shares in October 2021 based upon final settlement of the ASR agreement.

The total average price paid per share in the table above reflects the volume weighted average price of BD's shares over the term of the ASR agreement.

In November 2021, 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.

| July 1-31, 2020 | | | 1,144 | | | | | | $273.36 | | | | | | — | | | | | | 7,857,742 | | |

| August 1-31, 2020 | | | 114 | | | | | | $261.53 | | | | | | — | | | | | | 7,857,742 | | |

| September 1-30, 2020 | | | — | | | | | | — | | | | | | — | | | | | | 7,857,742 | | |

| Total | | | 1,258 | | | | | | $272.29 | | | | | | — | | | | | | 7,857,742 | | |

FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA

Becton, Dickinson and Company

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Years Ended September 30 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| | | | Dollars in millions, except share and per share amounts | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues | | | $ | 17,117 | | | | | $ | 17,290 | | | | | $ | 15,983 | | | | | $ | 12,093 | | | | | $ | 12,483 | |

| Gross Profit | | | 7,577 | | | | | | 8,288 | | | | | | 7,269 | | | | | | 5,965 | | | | | | 6,018 | | |

| Operating Income | | | 1,484 | | | | | | 1,760 | | | | | | 1,509 | | | | | | 1,522 | | | | | | 1,481 | | |

| Income Before Income Taxes | | | 985 | | | | | | 1,176 | | | | | | 1,173 | | | | | | 976 | | | | | | 1,074 | | |

| Income Tax Provision (Benefit) | | | 111 | | | | | | (57) | | | | | | 862 | | | | | | (124) | | | | | | 97 | | |

| Net Income | | | 874 | | | | | | 1,233 | | | | | | 311 | | | | | | 1,100 | | | | | | 976 | | |

| Basic Earnings Per Share | | | 2.75 | | | | | | 4.01 | | | | | | 0.62 | | | | | | 4.70 | | | | | | 4.59 | | |

| Diluted Earnings Per Share | | | 2.71 | | | | | | 3.94 | | | | | | 0.60 | | | | | | 4.60 | | | | | | 4.49 | | |

| Dividends Per Common Share | | | 3.16 | | | | | | 3.08 | | | | | | 3.00 | | | | | | 2.92 | | | | | | 2.64 | | |

| Financial Position | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total Assets | | | 54,012 | | | | | | 51,765 | | | | | | 53,904 | | | | | | 37,734 | | | | | | 25,586 | | |

| Total Long-Term Debt | | | 17,224 | | | | | | 18,081 | | | | | | 18,894 | | | | | | 18,667 | | | | | | 10,550 | | |

| Total Shareholders’ Equity | | | 23,765 | | | | | | 21,081 | | | | | | 20,994 | | | | | | 12,948 | | | | | | 7,633 | | |

| Additional Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Average Common and Common Equivalent Shares Outstanding — Assuming Dilution (millions) | | | 282.4 | | | | | | 274.8 | | | | | | 264.6 | | | | | | 223.6 | | | | | | 217.5 | | |

The results above include the net expense associated with specified items as detailed below.

Additional discussion regarding the specified items in fiscal years 2020, 2019 and 2018 are provided in Item 7.

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

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Years Ended September 30 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Millions of dollars, except per share amounts | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| Total specified items | | | $ | 2,510 | | | | | $ | 2,749 | | | | | $ | 2,409 | | | | | $ | 1,466 | | | | | $ | 1,261 | |

| After-tax impact of specified items | | | $ | 2,114 | | | | | $ | 2,127 | | | | | $ | 2,674 | | | | | $ | 971 | | | | | $ | 892 | |

| Impact of specified items on diluted earnings per share | | | $ | (7.49) | | | | | $ | (7.74) | | | | | $ | (10.11) | | | | | $ | (4.34) | | | | | $ | (4.10) | |

| Dilutive impact from share issuances | | | $ | — | | | | | $ | — | | | | | $ | (0.30) | | | | | $ | (0.54) | | | | | $ | — | |

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Act of [removed: 1934.][added: 1934, as amended.]

Based on the Company's assessment of the effectiveness of internal control over financial reporting and the criteria noted above, management concluded that internal control over financial reporting was effective as of September 30, [removed: 2020.][added: 2021.]

| /s/ Thomas E. Polen | | | | | | /s/ Christopher [removed: Reidy] [added: J. DelOrefice] | | | | | | /s/ Thomas J. Spoerel | | |

| Thomas E. Polen | | | | | | Christopher [removed: Reidy] [added: J. DelOrefice] | | | | | | Thomas J. Spoerel | | |

| [removed: *Chief] [added: *Chairman, Chief] Executive Officer and President* | | | | | | *Executive Vice [removed: President, Chief Financial Officer] [added: President] and Chief [removed: Administrative] [added: Financial] Officer* | | | | | | [removed: *Vice] [added: *Senior Vice] President, Controller and Chief Accounting Officer* | | |

We have audited the accompanying consolidated balance sheets of Becton, Dickinson and Company (the Company) as of September 30, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income, comprehensive income and cash flows for each of the three years in the period ended September 30, [removed: 2020,] [added: 2021,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated November [removed: 25, 2020] [added: 24, 2021] expressed an unqualified [removed: opinion.][added: opinion thereon.]

| | | | [removed: | | |] Estimation of Product Liability Reserves | | |

| *Description of the Matter* | | | [removed: | | |] As described in Note 5 to the consolidated financial statements, the Company is a defendant in various product liability matters in which the plaintiffs allege a wide variety of claims associated with the use of certain Company devices. At September 30, [removed: 2020,] [added: 2021,] the Company’s product liability reserves totaled approximately $2.5 billion. The Company engaged an actuarial specialist to perform an analysis to estimate the outstanding liability for indemnity costs related to claims arising from these product liability matters. The methods used by the Company to estimate these reserves are based on reported claims, historical settlement amounts, and stage of litigation, among other items. Auditing management’s estimate of certain of the Company’s product liability reserves and the related disclosure was challenging due to the significant judgment required to determine the methods used to estimate the amount of unreported product liability claims and the indemnity costs and the key assumptions utilized in those methods given the stages of these matters and the amount of claims history. | | |

| *How We Addressed the Matter in Our Audit* | | | [removed: | | |] We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the Company’s evaluation of the product liability [removed: reserve.] [added: reserves.] For example, we tested controls over management's review of the methods, significant assumptions and the underlying data used by the actuary to estimate the product liability [removed: reserve.] [added: reserves.] To evaluate management’s estimate of the product liability reserves, our audit procedures included, among others, testing the completeness and accuracy of the underlying data used by management's actuarial specialist to estimate the amount of unreported claims and the indemnity cost. For example, we compared filed and settled claims data to legal letters obtained from external counsel, and, on a sample basis, compared settlement amounts to the underlying agreements. In addition, we involved our actuarial specialists to assist us in evaluating the methods used to estimate the unreported claims and the indemnity cost used in the calculation of the product liability reserves. We have also assessed the adequacy of the Company’s disclosures in relation to these matters. | | |

| | | | [removed: | | |] Income taxes [removed: -] [added: —] Uncertain tax positions | | |

| Description of the Matter | | | [removed: | | |] As discussed in Notes 1 and [removed: 17] [added: 16] of the consolidated financial statements, the Company has recorded a liability of [removed: $719] [added: $447] million related to uncertain tax positions as of September 30, [removed: 2020.] [added: 2021.] The Company conducts business in numerous countries and is therefore subject to income taxes in multiple jurisdictions, which impacts the provision for income taxes. Due to the multinational operations of the Company, changes in global income tax laws and [removed: regulation] [added: regulations] result in complexity in the accounting for and monitoring of income taxes including the provision for uncertain tax positions. Auditing the completeness of management’s identification of uncertain tax positions involved complex analysis and auditor judgment related to the evaluation of the income tax consequences of significant transactions, including internal restructurings, and changes in income tax [removed: law] [added: laws] and regulations in various jurisdictions, which is often subject to interpretation. | | |

| How We Addressed the Matter in Our Audit | | | [removed: | | |] We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s income tax provision process, such as controls over management’s identification and assessment of changes to tax [removed: laws] [added: laws, regulations] and income tax positions to account for uncertain tax positions, including management’s review of the related tax technical analyses. We performed audit procedures, among others, to evaluate the Company’s assumptions used to develop its uncertain tax positions and related unrecognized income tax benefit amounts by jurisdiction. We obtained an understanding of the Company’s legal structure through our review of organizational charts and related legal documents. We further considered the income tax consequences of significant transactions, including internal restructurings, and assessed management’s interpretation of those changes under the relevant jurisdiction’s tax law. Due to the complexity of [added: income] tax [removed: law,] [added: laws and regulations,] we involved our tax subject matter professionals to assess the Company’s interpretation of and compliance with tax laws [added: and regulations] in these jurisdictions, as well as to identify [added: changes in] tax [removed: law changes.] [added: laws and regulations.] We also involved our tax subject matter professionals to evaluate the technical merits of the Company’s accounting for its tax positions, including assessing the Company’s correspondence with the relevant tax authorities and evaluating third-party advice obtained by the Company. We also evaluated the Company’s income tax disclosures included in Note [removed: 17] [added: 16] to the consolidated financial statements in relation to these matters. | | |

| | | | [removed: | | |] Goodwill impairment [removed: -] [added: —] Interventional segment | | |

| *Description of the Matter* | | | [removed: | | |] At September 30, [removed: 2020,] [added: 2021,] the Company’s goodwill assigned to the Interventional segment was [removed: $12.7] [added: $12.8] billion. As discussed in Note 1 of the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level using quantitative models. Auditing management’s annual goodwill impairment test was complex and highly judgmental due to the significant estimation required in determining the fair value of the reporting units. In particular, the fair value estimates were sensitive to significant assumptions such as the [removed: discount rate,] revenue growth [removed: rate, operating margin,] [added: rate] and [removed: terminal value,] [added: discount rate,] which are affected by expectations about future market or economic [removed: conditions, including the impact of the pandemic.] [added: conditions.] | | |

| *How We Addressed the Matter in Our Audit* | | | [removed: | | |] We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process. For example, we tested controls over management’s review of the inputs and assumptions to the goodwill impairment analysis. To test the estimated fair value of the Company’s reporting units, our audit procedures included, among others, assessing fair value methodology, evaluating the prospective financial information used by the Company in its valuation analysis and involving our valuation specialists to assist in testing the significant assumptions discussed above. We compared the significant assumptions used by management to current industry and economic trends, historical financial results, and other relevant factors that would affect the significant assumptions. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units. In addition, we tested the reconciliation of the fair value of the reporting units to the market capitalization of the Company. | | |

We have audited Becton, Dickinson and Company’s internal control over financial reporting as of September 30, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission,] [added: Commission] (2013 framework), (the COSO criteria).

In our opinion, Becton, Dickinson and Company (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, [removed: 2020,] [added: 2021,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income, comprehensive income and cash flows for each of the three years in the period ended September 30, [removed: 2020,] [added: 2021,] and the related notes and our report dated November [removed: 25, 2020] [added: 24, 2021] expressed an unqualified opinion thereon.

| Millions of dollars, except per share amounts | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Revenues | | | $ | [removed: 17,117] [added: 20,248] | | | | | $ | [removed: 17,290] [added: 17,117] | | | | | $ | [removed: 15,983] [added: 17,290] | |

| Cost of products sold | | | [removed: 9,540] [added: 10,821] | | | | | | [removed: 9,002] [added: 9,540] | | | | | | [removed: 8,714] [added: 9,002] | | |

| Selling and administrative expense | | | [removed: 4,325] [added: 4,867] | | | | | | [removed: 4,332] [added: 4,325] | | | | | | [removed: 4,016] [added: 4,332] | | |

| Research and development expense | | | [removed: 1,096] [added: 1,339] | | | | | | [removed: 1,062] [added: 1,096] | | | | | | [removed: 1,004] [added: 1,062] | | |

| Acquisitions and other restructurings | | | [removed: 309] [added: 185] | | | | | | [removed: 480] [added: 309] | | | | | | [removed: 740] [added: 480] | | |

| Other operating expense, net | | | [removed: 363] [added: 238] | | | | | | [removed: 654] [added: 363] | | | | | | [removed: —] [added: 654] | | |

| Total Operating Costs and Expenses | | | [removed: 15,633] [added: 17,449] | | | | | | [removed: 15,530] [added: 15,633] | | | | | | [removed: 14,474] [added: 15,530] | | |

| Operating Income | | | [removed: 1,484] [added: 2,799] | | | | | | [removed: 1,760] [added: 1,484] | | | | | | [removed: 1,509] [added: 1,760] | | |

| Interest expense | | | [removed: (528)] [added: (469)] | | | | | | [removed: (639)] [added: (528)] | | | | | | [removed: (706)] [added: (639)] | | |

| Interest income | | | [removed: 7] [added: 9] | | | | | | [removed: 12] [added: 7] | | | | | | [removed: 65] [added: 12] | | |

| Other [added: (expense)] income, net | | | [removed: 23] [added: (97)] | | | | | | [removed: 43] [added: 23] | | | | | | [removed: 305] [added: 43] | | |

| Income Before Income Taxes | | | [removed: 985] [added: 2,242] | | | | | | [removed: 1,176] [added: 985] | | | | | | [removed: 1,173] [added: 1,176] | | |

| Income tax provision (benefit) | | | [removed: 111] [added: 150] | | | | | | [removed: (57)] [added: 111] | | | | | | [removed: 862] [added: (57)] | | |

| Net Income | | | [removed: 874] [added: 2,092] | | | | | | [removed: 1,233] [added: 874] | | | | | | [removed: 311] [added: 1,233] | | |

| Preferred stock dividends | | | [removed: (107)] [added: (90)] | | | | | | [removed: (152)] [added: (107)] | | | | | | (152) | | |

| Net income applicable to common shareholders | | | $ | [removed: 767] [added: 2,002] | | | | | $ | [removed: 1,082] [added: 767] | | | | | $ | [removed: 159] [added: 1,082] | |

| Basic Earnings per Share | | | $ | [removed: 2.75] [added: 6.92] | | | | | $ | [removed: 4.01] [added: 2.75] | | | | | $ | [removed: 0.62] [added: 4.01] | |

| Diluted Earnings per Share | | | $ | [removed: 2.71] [added: 6.85] | | | | | $ | [removed: 3.94] [added: 2.71] | | | | | $ | [removed: 0.60] [added: 3.94] | |

| Millions of dollars | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| November 24, 2021 | | | | | |

| November 24, 2021 | | | | | |

| Repurchase of common stock | | | (1,750) | | | | | | — | | | | | | — | | |

The cash flows related to the Company's derivative instruments designated as net investment hedges are reported as investing activities in the consolidated statements of cash flows.

Cash flows for all other derivatives, including undesignated hedges, are classified in the same line item as the cash flows of the related hedged item, which is generally within operating or financing activities.

Fair Value Measurements

A fair value hierarchy is applied to prioritize inputs used in measuring fair value.

The three levels of inputs used to measure fair value are detailed below.

Additional disclosures regarding the Company’s fair value measurements are provided in Notes 9 and 14.

Level 1 — Inputs to the valuation methodology which represent unadjusted quoted prices in active markets for identical assets and liabilities.

Level 2 — Inputs to the valuation methodology which include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability.

Level 3 — Inputs to the valuation methodology which are unobservable and significant to the fair value measurement.

BD’s Intention to Spin Off Diabetes Care

On May 6, 2021, the Company announced its intention to spin off its Diabetes Care business as a separate publicly traded company to BD’s shareholders.

The proposed spin-off is intended to be a tax-free transaction for U.S. federal income tax purposes and is expected to be completed in the first half of calendar year 2022, subject to the satisfaction of customary conditions, including final approval from BD’s Board of Directors and the effectiveness of a registration statement on Form 10.

On October 1, 2020, the Company retrospectively adopted an accounting standard update which added, removed and clarified disclosure requirements relating to defined benefit plans and other postretirement plans.

The Company’s adoption of this update on October 1, 2020 did not materially impact its disclosures.

See Note 9 for the Company’s defined pension plan and other benefit plan disclosures.

capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license).

| Repurchase of common stock | | | — | | | | | | (150) | | | | | | — | | | | | | — | | | | | | (6,643) | | | | | | (1,600) | | |

| Balance at September 30, 2021 | | | $ | 365 | | | | | $ | 19,272 | | | | | $ | 13,826 | | | | | $ | 23 | | | | | (80,164) | | | | | | $ | (7,723) | |

Share Repurchases

In fiscal year 2021, the Company executed two accelerated share repurchase agreements and accounted for each agreement as two transactions upon prepayment: (1) the initial delivery of shares was recorded as an increase to *Common stock in treasury* to recognize the acquisition of common stock acquired in a treasury stock transaction, and (2) the remaining amount of shares was recorded as a decrease to *Capital in excess of par value* to recognize a net share-settled forward sale contract indexed to the Company's own common stock.

The impacts of these accelerated share repurchase transactions were as follows:

| Execution Date | | | | | | Settlement Date | | | | | | Aggregate Common Stock Repurchased (millions of dollars) | | | | | | Initial Shares Delivered (in thousands) | | | | | | Additional Shares Delivered at Settlement (in thousands) (a) | | | | | | Total Shares Delivered (in thousands) | | |

| Q3 2021 | | | | | | Q4 2021 | | | | | | $ | 500 | | | | | 1,658 | | | | | | 403 | | | | | | 2,062 | | |

| Q4 2021 | | | | | | Q1 2022 | | | | | | 750 | | | | | | 2,515 | | | | | | 462 | | | | | | 2,977 | | |

(a) Upon final settlement of each repurchase agreement and the forward sale contract, the Company’s receipt of additional shares was recorded as an increase to *Common stock in treasury* and an offsetting increase to *Capital in excess of par value*.

The final settlement for the fourth quarter transaction amounted to $150 million.

The Company also repurchased approximately 2.066 million shares of its common stock during fiscal year 2021 through open market repurchases, which were recorded as a $500 million increase to *Common stock in treasury*.

The share repurchases discussed above were made pursuant to the repurchase program authorized by the Board of Directors on September 24, 2013 for 10 million shares, for which there is no expiration date.

In November 2021, the Board of Directors authorized the Company to repurchase up to an additional 10 million shares of BD common stock, for which there is no expiration date.

| Balance at September 30, 2021 | | | $ | (2,088) | | | | | $ | (1,292) | | | | | $ | (784) | | | | | $ | (10) | |

Other comprehensive income relating to benefit plans during the year ended September 30, 2021 included a net gain of $24 million recognized as a result of the Company’s remeasurement, as of October 31, 2020, of the legacy Bard U.S. defined pension benefit plan upon its merger with the BD defined benefit cash balance pension plan in the first quarter of fiscal year 2021.

(b)In both 2021 and 2020, 1 million of certain share-based compensation awards were excluded from the diluted earnings per share calculation as the exercise prices of these awards were greater than the average market price of the Company’s common shares.

In 2019, no such awards were excluded from the diluted earnings per share calculation.

Contingencies

The first bellwether trial in the hernia

MDL began in August 2021, resulting in a complete defense verdict.

In March 2021, the Appellate Division of the New Jersey Superior Court vacated the verdict and ordered a new trial.

| | | | | | | | | |

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| November 25, 2020 | | | | | |

| November 25, 2020 | | | | | |

Becton, Dickinson and Company

| | | | | | | | | | | | |

| Gain on sale of Vyaire interest | | | — | | | | | | — | | | | | | (303) | | |

| Fair value of shares issued as acquisition consideration (See Note 10) | | | $ | — | | | | | $ | — | | | | | $ | 8,004 | |

| Fair value of equity awards issued as acquisition consideration (See Note 10) | | | $ | — | | | | | $ | — | | | | | $ | 613 | |

expanded disclosures regarding leasing arrangements.

Amounts presented in the Company's financial statements for the prior-year periods were not revised and are reflective of the revenue recognition requirements which were in effect for those periods.

Revisions of prior-year amounts were estimated based upon previously disclosed amounts.

In the second quarter of its fiscal year 2018, the Company prospectively adopted an accounting standard update relating to the stranded income tax effects on items within *Accumulated other comprehensive income (loss)* resulting from the enactment of new U.S. tax legislation, which legislation is further discussed in Note 17.

New Accounting Principle Not Yet Adopted

| Balance at September 30, 2017 | | | $ | 347 | | | | | $ | 9,619 | | | | | $ | 13,111 | | | | | $ | 19 | | | | | (118,745) | | | | | | $ | (8,427) | |

| Common stock issued for: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Acquisition (see Note 10) | | | — | | | | | | 6,478 | | | | | | — | | | | | | — | | | | | | 37,306 | | | | | | 2,121 | | |

The net proceeds from these offerings have been and will be used by the Company for general corporate purposes, which may include funding for the Company's growth strategy through organic investments and acquisitions, working capital, capital expenditures and repayment of outstanding indebtedness.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at September 30, 2017 | | | $ | (1,723) | | | | | $ | (1,001) | | | | | $ | (703) | | | | | $ | (18) | |

| Tax effects reclassified to retained earnings | | | (103) | | | | | | — | | | | | | (99) | | | | | | (4) | | |

During the second quarter of fiscal 2018, as permitted under U.S. GAAP, the Company reclassified stranded income tax effects on items within *Accumulated other comprehensive income (loss)* resulting from the enactment of new U.S. tax legislation, which legislation is further discussed in Note 17, to *Retained earnings*.

The reclassified tax effects related to prior service credits and net actuarial losses relating to benefit plans, as

well as to terminated cash flow hedges.

The tax effects relating to these items are generally recognized as such amounts are amortized into earnings.

For the years ended September 30, 2020, 2019 and 2018, there were no options to purchase shares of common stock which were excluded from the diluted earnings per share calculation.

With respect to the civil investigative

In August 2018, a hernia multi-district litigation (“MDL”) was ordered to be established in the Southern District of Ohio.

A second trial is likely to be scheduled for April 2021 in Rhode Island.

July 2015 agreement, including with respect to the obligation to make payments to Medtronic towards these potential settlements.

Starting in 2014 in the MDL, the court entered certain pre-trial orders requiring trial work up and remand of a significant number of Women’s Health Product Claims, including an order entered in the MDL on January 30, 2018, that requires the work up and remand of all remaining unsettled cases (the “WHP Pre-Trial Orders”).

The WHP Pre-Trial Orders may result in material additional costs or trial verdicts in future periods in defending Women’s Health Product Claims.

Trials are anticipated throughout 2021 in state and federal courts.

The Company is in the process of appealing that verdict.

On March 30, 2018, a jury in the first MDL trial found the Company liable for negligent failure to warn and entered a verdict in favor of plaintiffs.

An evaluation was conducted by BD’s management, with the participation of BD’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of BD’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of September 30, [removed: 2020.][added: 2021.]

[removed: There were no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2020 identified in] connection with the above-referenced evaluation that have materially affected, or are reasonably likely to materially affect, BD’s internal control over financial reporting.

There were no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2021 identified in

PART III

Not applicable.

PART III

[removed: The information] [added: Information] relating to [removed: directors and] the Audit Committee of the BD Board of Directors required by this item will be contained under the [removed: captions “Proposal 1.][added: caption “The Board and committees of the Board - Audit Committee”, and information regarding BD’s code of ethics required by this item will be contained under the heading “The Board and committees of the Board - ESG - Code of Conduct”, in BD’s 2022 Proxy statement, and such information is incorporated herein by reference.]

[added: The information relating to BD’s directors and nominees for director required by this item will be contained under the caption “Proposal 1:] Election of Directors” [removed: and “Board of Directors - Committee membership and function - Audit Committee”] in a definitive proxy statement involving the election of directors, which the registrant will file with the SEC not later than 120 days after September 30, [removed: 2020] [added: 2021] (the [removed: “2021] [added: “2022] Proxy Statement”), and such information is incorporated herein by reference.

Certain other information required by this item will be contained under the [removed: captions] [added: caption] “Ownership of BD Common [removed: Stock”, and "Corporate Governance - Code of Conduct”] [added: Stock”] in BD’s [removed: 2021] [added: 2022] Proxy Statement, and such information is incorporated herein by reference.

The information required by this item will be contained under the captions [removed: “Compensation Discussion and Analysis,”] [added: “Executive Compensation,”] “Report of the Compensation and [removed: Management Development] [added: Human Capital] Committee,” “Compensation of Named Executive Officers”, [removed: “Board of Directors - Non‑management] [added: “Non‑management] director compensation,” and “CEO Pay Ratio" in BD’s [removed: 2021] [added: 2022] Proxy Statement, and such information is incorporated herein by reference.

The information required by this item will be contained under the caption “Ownership of BD Common Stock” in BD’s [removed: 2021] [added: 2022] Proxy Statement, and such information is incorporated herein by reference.

The information required by this item will be contained under the caption [removed: “Corporate Governance] [added: “The Board and committees of the Board] - [removed: Director independence; Policy regarding related person] [added: Related persons] transactions” in BD’s [removed: 2021] [added: 2022] Proxy Statement, and such information is incorporated herein by reference.

Ratification of Selection of Independent Registered Public Accounting Firm” in BD’s [removed: 2021] [added: 2022] Proxy Statement, and such information is incorporated herein by reference.

◦Consolidated Statements of Income — Years ended September 30, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

◦Consolidated Statements of Comprehensive Income — Years ended September 30, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

◦Consolidated Balance Sheets — September 30, [removed: 2020] [added: 2021] and [removed: 2019][added: 2020]

◦Consolidated Statements of Cash Flows — Years ended September 30, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

See Note [removed: 19] [added: 18] to the Consolidated Financial Statements included in Item 8.

| [removed: [2(a)](http://www.sec.gov/Archives/edgar/data/10795/000119312517133452/d346468dex21.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000119312517383523/d517273dex41.htm)[s](https://www.sec.gov/Archives/edgar/data/10795/000119312517383523/d517273dex41.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000119312517383523/d517273dex41.htm)] | | | | | | [removed: Agreement and Plan of Merger,] [added: Registration Rights Agreement,] dated as of [removed: April 23,] [added: December 29,] 2017, [removed: among C.R. Bard, Inc.,] [added: between] Becton, Dickinson and Company and [removed: Lambda Corp. +] [added: Citigroup Global Markets Inc.] | | | | | | Incorporated by reference to Exhibit [removed: 2.1] [added: 4.1] to the [removed: registrant’s] [added: registrant's] Current Report on Form 8-K filed on [removed: April 24,] [added: December 29,] 2017. | | |

| [removed: [3(a)](http://www.sec.gov/Archives/edgar/data/10795/000001079519000009/bdx1231201810-q.htm)] [added: [3(a)](https://www.sec.gov/Archives/edgar/data/0000010795/000001079519000009/ex312312018.htm)] | | | | | | Restated Certificate of Incorporation, dated as of January 30, 2019. | | | | | | Incorporated by reference to Exhibit 3 to the registrant’s Quarterly Report on Form 10-Q for the period ended December 31, 2018. | | |

| [removed: [3(b)](http://www.sec.gov/Archives/edgar/data/10795/000119312517133452/d346468dex31.htm)] [added: [3(b)](https://www.sec.gov/Archives/edgar/data/10795/000114036120012446/nt10012113x7_ex4-1.htm)] | | | | | | Certificate of Amendment to the Company’s Restated Certificate of Incorporation, filed with the New Jersey Secretary of State and effective May 21, 2020. | | | | | | Incorporated by reference to Exhibit 4.1 to the registration statement on Form 8-A filed by the Company on May 26, 2020. | | |

| [removed: [3(](http://www.sec.gov/Archives/edgar/data/10795/000119312517133452/d346468dex31.htm)[c](http://www.sec.gov/Archives/edgar/data/10795/000119312517133452/d346468dex31.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000119312517133452/d346468dex31.htm)] [added: [3(c)](https://www.sec.gov/Archives/edgar/data/0000010795/000001079521000073/by-lawsasofseptember2820.htm)] | | | | | | By-Laws, as amended [removed: and restated] as of September [removed: 29, 2020.] [added: 28, 2021.] | | | | | | Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on October [removed: 5, 2020.] [added: 4, 2021.] | | |

| [removed: [4(e)](http://www.sec.gov/Archives/edgar/data/10795/000095012310104702/y87674exv4w1.htm)] [added: [4(](http://www.sec.gov/Archives/edgar/data/10795/000095012310104702/y87674exv4w2.htm)[e](http://www.sec.gov/Archives/edgar/data/10795/000095012310104702/y87674exv4w2.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000095012310104702/y87674exv4w2.htm)] | | | | | | Form of [removed: 3.250%] [added: 5.000%] Notes due November 12, [removed: 2020.] [added: 2040.] | | | | | | Incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the registrant’s Current Report on Form 8-K filed on November 12, 2010. | | |

| [removed: [4(f)](http://www.sec.gov/Archives/edgar/data/10795/000095012310104702/y87674exv4w2.htm)] [added: [4(](http://www.sec.gov/Archives/edgar/data/10795/000119312514442073/d837485dex44.htm)[f](http://www.sec.gov/Archives/edgar/data/10795/000119312514442073/d837485dex44.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000119312514442073/d837485dex44.htm)] | | | | | | Form of [removed: 5.000%] [added: 3.734%] Notes due [removed: November 12, 2040.] [added: December 15, 2024.] | | | | | | Incorporated by reference to Exhibit [removed: 4.2] [added: 4.4] to the registrant’s Current Report on Form 8-K filed on [removed: November 12, 2010.] [added: December 15, 2014.] | | |

| [removed: [4(g)](http://www.sec.gov/Archives/edgar/data/10795/000095012311096418/y93355exv4w2.htm)] [added: [4(hh)](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-2.htm)] | | | | | | Form of [removed: 3.125%] [added: 0.334%] Notes due [removed: November 8, 2021.] [added: August 13, 2028.] | | | | | | Incorporated by reference to Exhibit 4.2 to the [removed: registrant’s] [added: registrant's] Current Report on Form 8-K filed on [removed: November 8, 2011.] [added: August 13, 2021.] | | |

| [removed: [4(](http://www.sec.gov/Archives/edgar/data/10795/000119312514442073/d837485dex44.htm)[h](http://www.sec.gov/Archives/edgar/data/10795/000119312514442073/d837485dex44.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000119312514442073/d837485dex44.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000119312514442073/d837485dex45.htm)[g](https://www.sec.gov/Archives/edgar/data/10795/000119312514442073/d837485dex45.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000119312514442073/d837485dex45.htm)] | | | | | | Form of [removed: 3.734%] [added: 4.685%] Notes due December 15, [removed: 2024.] [added: 2044.] | | | | | | Incorporated by reference to Exhibit [removed: 4.4] [added: 4.5] to the registrant’s Current Report on Form 8-K filed on December 15, 2014. | | |

| [removed: [4(i)](https://www.sec.gov/Archives/edgar/data/10795/000119312514442073/d837485dex45.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000119312516789747/d310032dex41.htm)[j](https://www.sec.gov/Archives/edgar/data/10795/000119312516789747/d310032dex41.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000119312516789747/d310032dex41.htm)] | | | | | | Form of [removed: 4.685%] [added: 1.000%] Notes due December 15, [removed: 2044.] [added: 2022.] | | | | | | Incorporated by reference to Exhibit [removed: 4.5] [added: 4.1] to the [removed: registrant’s] [added: registrant's] Current Report on Form 8-K filed on December [removed: 15, 2014.] [added: 9, 2016.] | | |

| [removed: [4(](http://www.sec.gov/Archives/edgar/data/10795/000119312515156851/d915554dex44.htm)[j](http://www.sec.gov/Archives/edgar/data/10795/000119312515156851/d915554dex44.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000119312515156851/d915554dex44.htm)] [added: [4(](http://www.sec.gov/Archives/edgar/data/10795/000119312515156851/d915554dex45.htm)[h](http://www.sec.gov/Archives/edgar/data/10795/000119312515156851/d915554dex45.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000119312515156851/d915554dex45.htm)] | | | | | | Form of [removed: 3.300%] [added: 3.875%] Senior Notes due [removed: March 1, 2023.] [added: May 15, 2024.] | | | | | | Incorporated by reference to Exhibit [removed: 4.4] [added: 4.5] to the registrant’s Current Report on Form 8-K filed on April 29, 2015. | | |

| [removed: [4(](http://www.sec.gov/Archives/edgar/data/10795/000119312515156851/d915554dex45.htm)[k](http://www.sec.gov/Archives/edgar/data/10795/000119312515156851/d915554dex45.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000119312515156851/d915554dex45.htm)] [added: [4(](http://www.sec.gov/Archives/edgar/data/10795/000119312515156851/d915554dex46.htm)[i](http://www.sec.gov/Archives/edgar/data/10795/000119312515156851/d915554dex46.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000119312515156851/d915554dex46.htm)] | | | | | | Form of [removed: 3.875%] [added: 4.875%] Senior Notes due May 15, [removed: 2024.] [added: 2044.] | | | | | | Incorporated by reference to Exhibit [removed: 4.5] [added: 4.6] to the registrant’s Current Report on Form 8-K filed on April 29, 2015. | | |

| [removed: [4(](http://www.sec.gov/Archives/edgar/data/10795/000119312515156851/d915554dex46.htm)[l](http://www.sec.gov/Archives/edgar/data/10795/000119312515156851/d915554dex46.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000119312515156851/d915554dex46.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_ex4-6.htm)[n](https://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_ex4-6.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_ex4-6.htm)] | | | | | | Form of [removed: 4.875% Senior] [added: 3.700%] Notes due [removed: May 15, 2044.] [added: June 6, 2027.] | | | | | | Incorporated by reference to Exhibit 4.6 to the registrant’s Current Report on Form 8-K filed on [removed: April 29, 2015.] [added: June 6, 2017.] | | |

| [removed: [4(](http://www.sec.gov/Archives/edgar/data/10795/000119312516789747/d310032d8k.htm)[m](http://www.sec.gov/Archives/edgar/data/10795/000119312516789747/d310032d8k.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000119312516789747/d310032d8k.htm)] [added: [4(k)](https://www.sec.gov/Archives/edgar/data/10795/000119312516789747/d310032dex42.htm)] | | | | | | Form of [removed: 1.000%] [added: 1.900%] Notes due December 15, [removed: 2022.] [added: 2026.] | | | | | | Incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the registrant's Current Report on Form 8-K filed on December 9, 2016. | | |

| [removed: [4(](http://www.sec.gov/Archives/edgar/data/10795/000119312516789747/d310032d8k.htm)[n](http://www.sec.gov/Archives/edgar/data/10795/000119312516789747/d310032d8k.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000119312516789747/d310032d8k.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000119312517383523/d517273dex44.htm)[t](https://www.sec.gov/Archives/edgar/data/10795/000119312517383523/d517273dex44.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000119312517383523/d517273dex44.htm)] | | | | | | Form of [removed: 1.900%] [added: 6.700%] Notes due December [removed: 15,] [added: 1,] 2026. | | | | | | Incorporated by reference to Exhibit [removed: 4.2] [added: 4.4] to the registrant's Current Report on Form 8-K filed on December [removed: 9, 2016.] [added: 29, 2017.] | | |

| [removed: [4(](http://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_8k.htm)[o](http://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_8k.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_8k.htm)] [added: [4(l)](https://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_ex4-4.htm)] | | | | | | Form of [removed: 2.894%] [added: Floating Rate] Notes due June 6, 2022. | | | | | | Incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] to the registrant’s Current Report on Form 8-K filed on June 6, 2017. | | |

| [removed: [4(](http://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_8k.htm)[p](http://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_8k.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_8k.htm)] [added: [4](https://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_ex4-5.htm)[(](https://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_ex4-5.htm)[m](https://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_ex4-5.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_ex4-5.htm)] | | | | | | Form of [removed: Floating Rate] [added: 3.363%] Notes due June 6, [removed: 2022.] [added: 2024.] | | | | | | Incorporated by reference to Exhibit [removed: 4.4] [added: 4.5] to the registrant’s Current Report on Form 8-K filed on June 6, 2017. | | |

| [removed: [4(](http://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_8k.htm)[q](http://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_8k.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_8k.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_ex4-7.htm)[o](https://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_ex4-7.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_ex4-7.htm)] | | | | | | Form of [removed: 3.363%] [added: 4.669%] Notes due June 6, [removed: 2024.] [added: 2047.] | | | | | | Incorporated by reference to Exhibit [removed: 4.5] [added: 4.7] to the registrant’s Current Report on Form 8-K filed on June 6, 2017. | | |

| [removed: [4(](http://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_8k.htm)[r](http://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_8k.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_8k.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036118025542/s002291x1_ex4-1.htm)[w](https://www.sec.gov/Archives/edgar/data/10795/000114036118025542/s002291x1_ex4-1.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036118025542/s002291x1_ex4-1.htm)] | | | | | | Form of [removed: 3.700%] [added: 1.401%] Notes due [removed: June 6, 2027.] [added: May 24, 2023.] | | | | | | Incorporated by reference to Exhibit [removed: 4.6] [added: 4.1] to the [removed: registrant’s] [added: registrant's] Current Report on Form 8-K filed on [removed: June 6, 2017.] [added: May 24, 2018.] | | |

| [removed: [4(](http://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_8k.htm)[s](http://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_8k.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_8k.htm)] [added: [4(x)](https://www.sec.gov/Archives/edgar/data/10795/000114036118025542/s002291x1_ex4-2.htm)] | | | | | | Form of [removed: 4.669%] [added: 3.020%] Notes due [removed: June 6, 2047.] [added: May 24, 2025.] | | | | | | Incorporated by reference to Exhibit [removed: 4.7] [added: 4.2] to the [removed: registrant’s] [added: registrant's] Current Report on Form 8-K filed on [removed: June 6, 2017.] [added: May 24, 2018.] | | |

| [removed: [4(](http://www.sec.gov/Archives/edgar/data/10795/000156761917001035/s001681x3_8a12b.htm)[t](http://www.sec.gov/Archives/edgar/data/10795/000156761917001035/s001681x3_8a12b.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000156761917001035/s001681x3_8a12b.htm)] [added: [4(](http://www.sec.gov/Archives/edgar/data/10795/000156761917001035/s001681x3_8a12b.htm)[p](http://www.sec.gov/Archives/edgar/data/10795/000156761917001035/s001681x3_8a12b.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000156761917001035/s001681x3_8a12b.htm)] | | | | | | Form of Certificate for the 6.000% Mandatory Convertible Preferred Stock, Series B. | | | | | | Incorporated by reference to Exhibit 4.2 to the registrant’s registration statement on Form 8-A filed on May 26, 2020. | | |

| [removed: [4(u)](https://www.sec.gov/Archives/edgar/data/10795/000114036120012446/nt10012113x7_ex4-3.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036120012446/nt10012113x7_ex4-3.htm)[q](https://www.sec.gov/Archives/edgar/data/10795/000114036120012446/nt10012113x7_ex4-3.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036120012446/nt10012113x7_ex4-3.htm)] | | | | | | Deposit Agreement, dated as of May 26, 2020, among Becton, Dickinson and Company and Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary and Computershare Trust Company, N.A., acting as Registrar and Transfer Agent, on behalf of the holders from time to time of the depositary receipts described therein. | | | | | | Incorporated by reference to Exhibit 4.3 to the registrant’s registration statement on Form 8-A filed on May 26, 2020. | | |

| [removed: [4(](http://www.sec.gov/Archives/edgar/data/10795/000156761917001035/s001681x3_8a12b.htm)[v](http://www.sec.gov/Archives/edgar/data/10795/000156761917001035/s001681x3_8a12b.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000156761917001035/s001681x3_8a12b.htm)] [added: [4(](http://www.sec.gov/Archives/edgar/data/10795/000156761917001035/s001681x3_8a12b.htm)[r](http://www.sec.gov/Archives/edgar/data/10795/000156761917001035/s001681x3_8a12b.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000156761917001035/s001681x3_8a12b.htm)] | | | | | | Form of Depositary Receipt for the Depositary Shares. | | | | | | Incorporated by reference to Exhibit 4.4 to the registrant’s registration statement on Form 8-A filed on May 26, 2020. | | |

| [removed: [4(x)](https://www.sec.gov/Archives/edgar/data/10795/000119312517383523/d517273dex44.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_ex4-4.htm)[aa](https://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_ex4-4.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_ex4-4.htm)] | | | | | | Form of [removed: 6.700% Notes] [added: 1.208% Note] due [removed: December 1,] [added: June 4,] 2026. | | | | | | Incorporated by reference to Exhibit 4.4 to the registrant's Current Report on Form 8-K filed on [removed: December 29, 2017.] [added: June 4, 2019.] | | |

| [removed: [4(](http://www.sec.gov/Archives/edgar/data/9892/0000009892-96-000013-index.html)[y](http://www.sec.gov/Archives/edgar/data/9892/0000009892-96-000013-index.html)[)](http://www.sec.gov/Archives/edgar/data/9892/0000009892-96-000013-index.html)] [added: [4(](https://www.sec.gov/Archives/edgar/data/9892/0000009892-96-000013.txt)[u](https://www.sec.gov/Archives/edgar/data/9892/0000009892-96-000013.txt)[)](https://www.sec.gov/Archives/edgar/data/9892/0000009892-96-000013.txt)] | | | | | | Indenture, dated as of December 1, 1996 between C.R. Bard, Inc. and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee. | | | | | | Incorporated by reference to Exhibit 4.1 to C.R. Bard, Inc.'s Registration Statement on Form S-3 (File No. 333-05997). | | |

| [removed: [4(](http://www.sec.gov/Archives/edgar/data/9892/000119312517179095/d377270d8k.htm)[z](http://www.sec.gov/Archives/edgar/data/9892/000119312517179095/d377270d8k.htm)[)](http://www.sec.gov/Archives/edgar/data/9892/000119312517179095/d377270d8k.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/9892/000119312517179095/d377270dex42.htm)[v](https://www.sec.gov/Archives/edgar/data/9892/000119312517179095/d377270dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/9892/000119312517179095/d377270dex42.htm)] | | | | | | First Supplemental Indenture, dated May 18, 2017, between C. R. Bard, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. | | | | | | Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of C.R. Bard, Inc. filed on May 23, 2017. | | |

| [removed: [4(](http://www.sec.gov/Archives/edgar/data/10795/000114036118011306/s002096x4_8k.htm)[aa](http://www.sec.gov/Archives/edgar/data/10795/000114036118011306/s002096x4_8k.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000114036118011306/s002096x4_8k.htm)] [added: [4(bb)](https://www.sec.gov/Archives/edgar/data/10795/000114036120012072/nc10012106x1_ex4-1.htm)] | | | | | | Form of [removed: Floating Rate] [added: 2.823%] Notes due [removed: December 29, 2020.] [added: May 20, 2030.] | | | | | | Incorporated by reference to Exhibit 4.1 to the [removed: registrant's] [added: registrant’s] Current Report on Form 8-K filed on [removed: March 1, 2018.] [added: May 20, 2020.] | | |

| [removed: [4(](http://www.sec.gov/Archives/edgar/data/10795/000114036118025542/s002291x1_8k.htm)[bb](http://www.sec.gov/Archives/edgar/data/10795/000114036118025542/s002291x1_8k.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000114036118025542/s002291x1_8k.htm)] [added: [4(cc)](https://www.sec.gov/Archives/edgar/data/10795/000114036120012072/nc10012106x1_ex4-2.htm)] | | | | | | Form of [removed: 1.401%] [added: 3.794%] Notes due May [removed: 24, 2023.] [added: 20, 2050.] | | | | | | Incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the [removed: registrant's] [added: registrant’s] Current Report on Form 8-K filed on May [removed: 24, 2018.] [added: 20, 2020.] | | |

| [removed: [4(](http://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_8k.htm)[dd](http://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_8k.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_8k.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_ex4-1.htm)[y](https://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_ex4-1.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_ex4-1.htm)] | | | | | | First Supplemental Indenture, dated as of June 4, 2019, among Becton Finance, as issuer, Becton, Dickinson and Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee. | | | | | | Incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed on June 4, 2019. | | |

| [removed: [4(](http://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_8k.htm)[ee](http://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_8k.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_8k.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_ex4-3.htm)[z](https://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_ex4-3.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_ex4-3.htm)] | | | | | | Form of [removed: 0.174%] [added: 0.632%] Note due June 4, [removed: 2021.] [added: 2023.] | | | | | | Incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to the registrant's Current Report on Form 8-K filed on June 4, 2019. | | |

| [removed: [4(](http://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_8k.htm)[ff](http://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_8k.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_8k.htm)] [added: [4(ff)](https://www.sec.gov/Archives/edgar/data/10795/000114036121004715/nt10019789x8_ex4-2.htm)] | | | | | | Form of [removed: 0.632%] [added: 1.213%] Note due [removed: June 4, 2023.] [added: February 12, 2036.] | | | | | | Incorporated by reference to Exhibit [removed: 4.3] [added: 4.2] to the registrant's Current Report on Form 8-K filed on [removed: June 4, 2019.] [added: February 12, 2021.] | | |

| [removed: [4(](http://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_8k.htm)[gg](http://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_8k.htm)[)](http://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_8k.htm)] [added: [4(dd)](https://www.sec.gov/Archives/edgar/data/10795/000114036121004377/nt10019789x6_ex4-1.htm)] | | | | | | Form of [removed: 1.208% Note] [added: 1.957% Notes] due [removed: June 4, 2026.] [added: February 11, 2031.] | | | | | | Incorporated by reference to Exhibit [removed: 4.4] [added: 4.1] to the registrant's Current Report on Form 8-K filed on [removed: June 4, 2019.] [added: February 11, 2021.] | | |

| [removed: [10(a)(i)](http://www.sec.gov/Archives/edgar/data/10795/000095011709000178/c56565_ex10-a.htm)] [added: [10(a)](http://www.sec.gov/Archives/edgar/data/10795/000119312513456802/d573385dex10aii.htm)] | | | | | | Form of Employment Agreement with executive officers relating to employment following a change of control of the registrant [removed: (with] [added: (without] tax reimbursement provisions).* | | | | | | Incorporated by reference to Exhibit [removed: 10(a)] [added: 10(a)(ii)] to the registrant’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: period] [added: fiscal year] ended [removed: December 31, 2008.] [added: September 30, 2013.] | | |

| [removed: [10(d)](http://www.sec.gov/Archives/edgar/data/10795/000001079519000009/bdx1231201810-q.htm)] [added: [10(d)](https://www.sec.gov/Archives/edgar/data/0000010795/000001079520000027/ex10106302020bddeferre.htm)] | | | | | | Deferred Compensation and Retirement Benefit Restoration Plan, as amended as of May 1, [removed: 2020. *] [added: 2020.*] | | | | | | Incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the registrant’s Quarterly Report on Form 10-Q for the period ended [removed: December 31, 2018.] [added: June 30, 2020.] | | |

| [10(e)](http://www.sec.gov/Archives/edgar/data/10795/000119312514431004/d829403dex102.htm) | | | | | | 1996 Directors’ Deferral Plan, as amended and restated as of November 25, 2014.* | | | | | | Incorporated by reference to Exhibit [removed: 10] [added: 10.2] to the [removed: registrant’s Quarterly] [added: registrant's Current] Report on Form [removed: 10-Q for the period ended June 30, 2020.] [added: 8-K filed on December 2, 2014.] | | |

| [removed: [10(f)](https://www.sec.gov/Archives/edgar/data/10795/000119312512134022/d325276dex101.htm)[(i)](https://www.sec.gov/Archives/edgar/data/10795/000119312512134022/d325276dex101.htm)] [added: [10(o)](https://www.sec.gov/Archives/edgar/data/10795/000114036121032587/ny20000253x11_ex10-1.htm)] | | | | | | Amended and Restated [removed: Aircraft Time Sharing Agreement between] [added: Credit Agreement, dated as of September 24, 2021, by and among] Becton, Dickinson and [removed: Company] [added: Company, the other entities party thereto] and [removed: Vincent A. Forlenza dated] [added: Citibank, N.A.,] as [removed: of March 21, 2012.*] [added: administrative agent.] | | | | | | Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed [removed: on March] [added: September] 27, [removed: 2012.] [added: 2021.] | | |