Becton Dickinson & Co. (BDX) 10-K risk factor changes: FY2023 vs FY2022

We are subject to risks associated with public health crises, such as pandemics and epidemics, including [removed: the COVID-19 pandemic,] [added: COVID-19,] which [removed: may continue to] [added: could] have a material adverse effect on our business.

We are subject to risks associated with public health crises, such as pandemics and epidemics, including [added: COVID-19, which could result in reductions in] the [removed: COVID-19 pandemic.][added: demand for certain of our products.]

[removed: In addition, the COVID-19 pandemic has impacted our global supply chain network,] [added: We have also experienced,] and [removed: we] may continue to [removed: experience] [added: experience,] significant challenges in our [removed: network,] [added: global supply chain,] including shortages in [removed: supply] [added: supply,] or disruptions or delays in shipments, [removed: as well as price increases,] of certain materials or components used in our [removed: products.][added: products, and related price increases.]

The COVID-19 pandemic [removed: has escalated challenges that existed for global] [added: changed the ways] healthcare [removed: systems prior] [added: services are delivered due] to [removed: the pandemic, including] budget constraints and staffing shortages, particularly shortages of nursing staff, [removed: that] [added: which] could impact the future demand for our products and services.

The scope and duration of any future public health crisis, including the potential emergence of new variants of the SARS-CoV-2 virus, the pace at which government restrictions are imposed and lifted, the scope of additional actions taken to mitigate the spread of disease, global vaccination and booster rates, the speed and extent to which global markets and utilization rates for our products fully recover from the disruptions caused by such a public health crisis, and the impact of these factors on our business, financial condition and results of [added: operations, will depend on future developments that are highly uncertain and cannot be predicted with confidence.]

To the extent [removed: the] COVID-19 [removed: pandemic] or other public health crises adversely affect our operations and global economic conditions more generally, it may also have the effect of heightening many of the other risks described herein.

General global economic downturns and macroeconomic trends, including heightened inflation, capital market volatility, interest rate and currency rate fluctuations, and economic slowdown or recession, may result in unfavorable conditions that could negatively affect demand for our products and [added: services, or the prices we can charge for our products, disrupt our supply chain, impair our ability to produce our products, increase borrowing costs and] exacerbate some of the other risks that affect our business, financial condition and results of operations.

[removed: We have also experienced significant challenges] [added: In addition, public health crises and the resulting volatility] in [added: supply and demand may impact] our global supply [removed: chain,] [added: chain network,] including shortages in [removed: supply,] [added: supply] or disruptions or delays in shipments, [added: as well as price increases,] of certain materials or components used in our [removed: products,] [added: products] and [removed: related price increases.][added: increases in transportation costs.]

These include large medical device companies with multiple product lines, some of which may have greater financial and [removed: marketing] [added: other] resources than we do, as well as firms which are more specialized than we are with respect to particular markets or product lines.

Non-traditional entrants, such as technology companies, are also entering into the healthcare industry and some may have greater financial and [removed: marketing] [added: other] resources than we do.

Our ability to compete is also impacted by changing customer preferences and requirements, [removed: such as] [added: including] increased [added: focus on products using materials of concern and] demand for more environmentally friendly [removed: products] [added: products,] and for products incorporating digital capabilities, as well as changes in the ways healthcare services are delivered (including the transition of more care from acute to non-acute settings and increased focus on chronic disease management).

Our ability to remain competitive will depend on how well we meet these [added: changing market and regulatory demands in terms of our product offerings and go-to-market approaches.]

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

A substantial amount of our revenue is derived from international operations, and we anticipate that a significant portion of our future sales will continue to come from outside the U.S. The revenues we report with respect to our operations outside the U.S. [added: have been and] may [added: continue to] be adversely affected by fluctuations in foreign currency exchange rates, which are caused by a number of factors, including changes in a country's political and economic policies and inflationary conditions.

[removed: Fluctuations in] [added: Furthermore, currency] exchange rates [removed: between] [added: have been especially volatile in] the [removed: U.S. dollar] [added: recent past,] and [removed: other currencies] [added: these currency fluctuations have affected, and] may [removed: also affect] [added: continue to affect,] the reported value of [removed: BD’s] [added: our] assets and liabilities, as well as our cash flows.

[removed: Changes] [added: Market dynamics, changes] in reimbursement practices [removed: of] [added: and coverage policies and] third-party [removed: payers or other] [added: payer] cost containment measures could affect the demand for our products and the prices at which they are sold.

[removed: The coverage] [added: Coverage] policies and reimbursement levels [removed: of third-party payers, which] can vary [removed: among public] [added: across the payer community globally, regionally,] and [removed: private sources] [added: locally,] and [removed: by country,] may affect which products customers [removed: purchase] [added: purchase, the market acceptance rate for new technologies] and the prices [removed: they] [added: customers] are willing to pay for those products in a particular jurisdiction.

[removed: Reforms] [added: Furthermore, any changes] to [removed: reimbursement systems in] the [removed: U.S. or abroad, changes in] coverage or reimbursement [removed: rates by private payers,] [added: landscape,] or adverse decisions relating to our products by administrators of these systems could significantly reduce reimbursement for procedures using our products or result in denial of reimbursement for those products, which could adversely affect customer [removed: demand] [added: demand,] or the price customers are willing to pay for such products.

[removed: Initiatives to limit the] [added: A global trend towards limiting] growth of healthcare costs [removed: in the U.S. and other countries where we do business] may also put industry-wide pressure on medical device or clinical diagnostic pricing.

In the U.S., these [removed: include, among others,] [added: include] value-based purchasing and managed care arrangements.

Governments in China and other countries are also using various mechanisms to control healthcare expenditures, including increased use of competitive bidding and tenders as well as price [removed: regulation.][added: regulation, such as volume-based procurement programs (“VoBP”), which have unfavorably impacted our revenues and may continue to impact our results of operations in certain countries.]

In addition to fluctuations in foreign currency exchange (discussed above), our business in these foreign markets is subject to [removed: general political] [added: changing political, social, and geopolitical] conditions, [added: such as the evolving situations in Ukraine, the Middle East and Asia,] including any political instability [removed: (such as those] resulting from war, [removed: terrorism] [added: terrorism, insurrections] and [removed: insurrections)] [added: civil unrest,] and [removed: general] [added: changing] economic conditions in these markets, such as inflation, deflation, interest rate volatility and credit availability.

Additionally, a number of factors, including U.S. relations with the governments of the foreign countries in which we operate, changes to international trade agreements and treaties, [added: changes in tax laws and regulations, economic sanctions, export controls, restrictions on the ability to transfer capital across borders, tariffs and other] increases in trade [removed: protectionism,] [added: protectionism and barriers to market participation,] or the weakening or loss of certain intellectual property protection rights in some countries, may affect our business, financial condition and results of operations.

Any alleged or actual violations of these laws may subject us to government investigations and significant criminal [removed: or civil sanctions and other liabilities, and negatively affect our reputation.]

A number of these customers are also dependent for their funding upon grants from U.S. government agencies, such as the U.S. National Institutes of Health [removed: (“NIH”)] and similar agencies in other countries.

Our ability to compete effectively depends upon our ability to attract and retain [removed: executives] [added: executives, key employees] and other [removed: key employees.][added: associates.]

Competition for experienced employees, particularly for persons with [removed: specialized skills,] [added: certain technical competencies in some geographies,] can be [removed: intense.][added: a challenge.]

Our ability to recruit and retain such talent will depend on a number of factors, including how BD’s compensation, benefits, work [removed: location] [added: location, corporate culture] and work environment compares with those offered by our competitors and other local employers.

A sustained labor shortage or increased turnover rates within our employee base [removed: could] [added: has] lead [added: to, and may continue] to [added: lead to,] increased costs, such as an increase in overtime necessary to meet demand and increased wages and benefit costs to attract and retain skilled employees, and could negatively affect our ability to efficiently operate our manufacturing and distribution facilities and overall business.

We [removed: are continuing] [added: continue] to actively monitor the situation in Russia and Ukraine and assess its impact on our business, including our suppliers and customers.

[removed: These potential effects could include but are not limited to increased inflation; volatility in prices for transportation, energy, commodities and other raw materials; constraints on the availability for us and our] suppliers of commodities and other raw materials, including cobalt and energy [removed: sources;] [added: sources,] disruptions in the global supply [removed: chain;] [added: chain,] decreased demand for certain of our [removed: products;] [added: products,] disruptions to our global technology infrastructure, including through cyberattacks, ransom attacks or [removed: cyber-intrusion;] [added: cyber-intrusion,] adverse changes in international trade policies and [removed: relations;] [added: relations,] increased exposure to foreign currency [removed: fluctuations;] [added: fluctuations,] and constraints, volatility or disruptions in the credit and capital markets.

We [removed: are increasingly reliant upon] [added: use] a [added: large] number of information and technology systems to operate our business.

We process, transmit, and store electronic information in our day-to-day operations, including [added: sensitive personal or proprietary information.]

In addition, we rely on networks and services, including internet sites, cloud and software-as-a-service (“SaaS”) solutions, [added: platform-as-a-service (“PaaS”) solutions,] data hosting and processing facilities, tools and other hardware, software (including open-source software) and technical applications and platforms, including some that are managed, hosted, provided and/or used by third-party providers, to assist in conducting our business.

Cyberattacks continue to increase in [removed: their] frequency, sophistication and intensity, and are becoming increasingly difficult to detect for periods of time, especially as they relate to attacks on third-party providers or their vendors.

Our information systems, as well as those of various third parties on which we rely, have [removed: been subjected to,] [added: experienced,] and are likely to continue to experience, a variety of [added: cybersecurity] attacks [removed: including] [added: including,] but not limited [removed: to] [added: to, unauthorized access,] malicious code [removed: execution, and cyber- or] [added: execution and/or] phishing- attacks.

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

While we have made investments to address these threats and continue to dedicate significant resources to protect against unauthorized access of our systems and products, and we continue to work with government authorities and third-party providers to detect and reduce the risk of future cyber incidents, [removed: cyberattacks are becoming more sophisticated, frequent and adaptive.][added: there can be no assurances that these protective measures will prevent future attacks that could have a material adverse impact on our business.]

In particular, we purchase supplies of resins, which are oil-based components used in the manufacture of certain products, and any significant increases in resin costs, whether due to inflationary pressure, supply constraints, regulatory changes [removed: or otherwise, could adversely impact future operating results.]

The price and supply of these materials and components may be impacted or disrupted for reasons beyond our control, including supplier shutdowns, supplier capacity constraints, [added: supplier insolvencies, labor disruptions,] transportation delays, inflationary pricing pressures, work stoppages, labor shortages, [added: extreme weather events,] geopolitical [removed: developments] [added: developments, global economic uncertainty or downturns, sanctions] and [added: trade restrictions, and other] governmental regulatory [removed: actions.][added: actions (such as in the area of materials of concern).]

In addition, general economic conditions may impact the healthcare industry, including

reductions in capital spending, changes in the delivery of healthcare services and increasing labor disputes, which could in turn affect demand for our products and services.

Both domestic and international markets experienced inflationary pressures in fiscal year 2023 and we expect inflation to persist in the future but at lower levels than in fiscal year 2023.

We are also subject to certain U.S. and foreign laws and regulations that restrict BD from transacting business with, or making investments in, certain countries, governments, entities and individuals subject to U.S. or foreign economic sanctions or export restrictions.

or civil sanctions and other liabilities, and negatively affect our reputation and could result in a material adverse effect on our business, results of operations, financial condition and cash flows.

The sale of our products and market access to BD products and services depends, in part, on the healthcare funding landscape as well as how healthcare providers and facilities are reimbursed by public and private payers.

Even if we successfully develop new products or enhancements or new generations of existing products, they may be quickly rendered obsolete by changing customer preferences, changing industry or regulatory standards, or competitors’ innovations.

While the direct impact of COVID-19 and many of the preventive measures moderated in FY2023, any resurgence of COVID-19, or the outbreak of any other epidemic or pandemic, or the reinstatement of similar preventive measures in the future could negatively impact the global economy and our business, financial condition and results of operations.

While there has been a slight improvement in what had been an intensely competitive labor market, there continues to be pressure on skilled labor in certain markets.

These potential effects could include but are not limited to increased inflation, volatility in prices for transportation, energy, commodities and other raw materials, constraints on the availability for us and our

Geopolitical events have also increased cybersecurity risks on a global basis.

Cyberattacks are becoming more sophisticated, frequent and adaptive.

or otherwise, could adversely impact future operating results.

Additional regulatory requirements associated with the use and emission of ethylene oxide for sterilization may be imposed in the future, both domestically and outside the U.S. In April 2023, the EPA published proposed regulations relating to commercial sterilizers.

We cannot predict what any final regulations adopted by the EPA may require and therefore we are not able to assess the impact they may have on our sterilization facilities, on the third-party sterilization facilities that BD utilizes or on our operations more generally.

This increased regulation could require BD or sterilization service providers, including providers used by BD, to temporarily suspend operations to install additional emissions control

operating under a warning letter issued by the FDA.

As previously disclosed, on July 21, 2023, BD received 510(k) clearance from the FDA for its updated BD Alaris™ Infusion System, which enables both remediation and a return to market for the BD Alaris™ Infusion System.

In accordance with our commitments to the FDA, all of the current BD Alaris™ Infusion System devices in the U.S. market will be remediated or replaced with the updated 510(k) cleared version over the next several years.

The overall timing and cost of replacement or remediation of the BD Alaris™ Infusion Systems and return to market in the U.S. may be impacted by, among other things, customer readiness, supply continuity, and our continued engagement with the FDA.

In February 2023, the EU Parliament voted to extend the EU MDR transition timeline, which postpones application until 2027 for higher-risk Class III and implantable IIb devices (excluding WET devices) and 2028 for Class IIa, Class IIb (excluding Class IIb implantable non-WET devices), and Class I sterile devices or Class I devices with measuring function.

This longer transition timeline applies only to devices that are transitioning to MDR and meet other specific conditions set out in the EU IVDR.

partners.

Any patent applications we own or license may not result in patents being issued and any issued patents we obtain may not provide us with any competitive advantage.

Furthermore, we may fail to accurately predict all of the countries where patent protection will ultimately be desirable, and if we fail to timely file a patent application in any such country, we may be precluded from doing so at a later date.

Competitors may design around our intellectual property to develop competing technologies and products without infringing our intellectual property rights.

Any such action may not

| Michelle Quinn | | | 55 | | | Executive Vice President and General Counsel since April 2023; Senior Vice President, Deputy General Counsel and Chief Ethics and Compliance Officer from February 2022 to April 2023; Senior Vice President, Chief Ethics & Compliance Officer, Chief Regulatory Counsel from May 2019 to January 2023; Senior Vice President, Chief Compliance Officer from February 2019 to May 2019; Vice President, General Counsel of North America of Sandoz Inc. from January 2017 to January 2019. | | |

| David Shan | | | 53 | | | Executive Vice President and Chief Integrated Supply Chain Officer since January 2023; Executive Vice President and Chief Quality Officer from March 2020 to August 2023; Senior Vice President, Global Supply Chain from May 2018 to August 2020; Senior Vice President, Worldwide Operations Devices from December 2017 to May 2018. | | |

While many countries around the world have removed or reduced the restrictions taken in response to the COVID-19 pandemic, the emergence of new variants of the SARS-CoV-2 virus may result in new governmental lockdowns, quarantine requirements or other restrictions to slow the spread of the virus.

This could result in significant reductions in the demand for certain of our products due to reductions in elective and non-essential procedures, lower utilization of routine testing and related specimen collection, reduced capital spend by customers, decreases in research activity due to laboratory closures and reduced clinical testing, as well as hospital and clinical occupancy and healthcare system staffing shortages.

These measures could also include determinations that our or our suppliers’ facilities are not essential businesses, which could result in closures or other restrictions that significantly disrupt our operations or those of distributors or suppliers in our supply chain.

In addition, any such measures could also impact the global

economy more broadly, for example by leading to further economic slowdowns.

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 and booster rates remain relatively low in many parts of the world.

Going forward, medical procedure rates may vary by country based on regional infection and vaccination and booster rates, hospital occupancy and staffing levels, transportation limitations, quarantines and other restrictions, and the emergence of new variants of the SARS-CoV-2 virus.

As COVID-19 conditions have improved, there have been increases in demand for certain of our products, which may pose challenges to our supply chain and could adversely affect our business.

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 vaccination and booster rates and the availability of competitive products, that have impacted in the past, and could impact in the future, the level of demand and pricing for our COVID-19 diagnostics testing.

operations, will depend on future developments that are highly uncertain and cannot be predicted with confidence.

Both domestic and international markets experienced significant inflationary pressures in fiscal year 2022 and inflation rates in the U.S., as well as in other countries in which we operate, are currently expected to continue at elevated levels for the near-term.

Deterioration in the domestic or international economic environment, particularly in emerging markets and countries with government-sponsored healthcare systems, may cause decreased demand for our products and services and increased competition, which could result in lower sales volume and lower prices for our products, longer sales cycles, and slower adoption of new technologies, as well as increase the cost of operating our business or contribute to disruptions in our supply chain.

changing market, regulatory and cybersecurity demands in terms of our product offerings and marketing approaches.

Our sales depend, in part, on the extent to which healthcare providers and facilities are reimbursed by government authorities (including Medicare, Medicaid and comparable foreign programs) and private insurers for the costs of our products.

Reimbursement rates can also affect the market acceptance rate of new technologies and products.

Additionally, the ongoing global semiconductor chip and component shortage could impact certain critical components of our R&D process, which could adversely affect our business, financial condition and results of operations.

For instance, certain NIH grants have been frozen or otherwise unavailable for extended periods.

There has been an overall tightening and increasingly competitive labor market.

sensitive personal or proprietary information.

We have also experienced instances of unauthorized access to our systems in the past and expect to be subject to similar cyberattacks in the future.

There can be no assurances that these protective measures will prevent future attacks that could have a material adverse impact on our business.

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 or to address other national emergencies.

Any such action may impact our global supply chain network.

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

Business - Regulation” for a

In view of these uncertainties, we could incur charges materially in

As previously disclosed, we are undertaking certain remediation of our BD Alaris™ System, and are currently shipping the product in the U.S. only in cases of medical 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 cleared by the FDA.

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

A recall could result

| Samrat S. Khichi | | | 55 | | | Executive Vice President, Corporate Development, Public Policy, Regulatory Affairs and General Counsel since September 2021; Executive Vice President, Public Policy, Regulatory Affairs and General Counsel from May 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. | | |

- Leveraging our global scale [removed: to expand our reach] in [removed: providing] [added: order to provide equitable] access to affordable medical technologies around the world, including [removed: emerging] [added: in under-resourced] markets;

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

- [removed: Driving] [added: Focusing on cash management and] an efficient capital structure [added: in order to drive balance sheet productivity] and strong shareholder returns.

- Reducing [removed: complexity] [added: complexity, increasing agility] and improving customer experience by rationalizing our product [removed: portfolio and through the simplification] [added: portfolio, as well as by simplifying] and [removed: optimization of] [added: optimizing] our [added: architecture and] operating model;

- Making strategic investments [removed: to advance quality] [added: which prioritize a] culture [added: of quality] and our [removed: core] quality management system to [removed: serve our patients and] ensure we are a best-in-class, proactive quality-driven organization;

- Working across our supply chain to responsibly source materials and goods, as well as to reduce environmental impacts; [added: and]

- Creating more resilient operations through investments in an enterprise-wide renewable energy [removed: strategy;][added: strategy.]

- Fostering a purpose-driven culture with a focus on positive impact to all stakeholders–customers, patients, [removed: employees] [added: employees, shareholders] and communities;

- [removed: Improving our ability to serve customers and enhance] [added: Enhancing] customer experiences through the digitalization of internal processes and go-to-market approaches;

- Driving sustainability initiatives within our organizational units to support enterprise-wide collaboration towards our sustainability [removed: strategy;][added: strategy.]

- Cultivating an inclusive work environment that welcomes and celebrates diverse [removed: talent] [added: backgrounds] and perspectives;

- Growing and enabling talent through training, development and reskilling [removed: strategies.][added: strategies; and]

BD’s Spin-Off of Diabetes [removed: Care][added: Care and Sale of Surgical Instrumentation Platform]

On April 1, 2022, [removed: BD] [added: we] completed the [removed: separation and distribution] [added: spin-off] of [removed: Embecta, formerly BD's] [added: our former] Diabetes Care [removed: business, into] [added: business as] a [removed: separate, publicly-traded] [added: separate publicly traded] company.

Additional disclosures regarding [removed: our spin-off of] the [removed: Diabetes Care business] [added: spin-off and sale] are provided in Note 2 to the consolidated financial statements contained in Item 8.

[removed: As noted above, our products are manufactured and sold worldwide, which exposes our] [added: Our] operations, supply [removed: chain and] [added: chain,] suppliers [added: and customers are exposed] to various global macroeconomic factors.

The factors which were most impactful to our fiscal year [removed: 2022 results and that continue to be impactful to our operating] [added: 2023] results [removed: include] [added: included] the following:

- [removed: Inflation, which has increased the] [added: Inflation continued to drive higher] costs of raw materials, [added: electronic] components, labor, energy, and logistical [removed: services;][added: services.]

- [removed: Availability] [added: The availability] of [removed: skilled labor (especially in North America), global] energy [removed: sources,] [added: sources in certain markets, as well as the availability of certain] raw materials and electronic [removed: components; and][added: components on a global basis.]

[removed: Changes in the ways] [added: Current] healthcare [removed: services are delivered, including the transition of] [added: delivery has transitioned] more care from acute to non-acute settings and [added: has] increased focus on chronic disease [removed: management, may place] [added: management; this transition has placed] additional financial pressure on hospitals and the broader healthcare system.

Additionally, [added: a worsening of] staffing shortages within healthcare systems may affect the prioritization of healthcare services, which could also impact the demand for certain of our products.

[removed: However, the continuation] [added: While these geopolitical conditions have not materially impacted our results] of [added: operations to date,] the [removed: Russia-Ukraine military conflict] [added: continuation] and/or an escalation of [removed: the conflict beyond its current scope] [added: these evolving situations] may further weaken the global economy and could result in additional inflationary pressures and supply chain constraints, including the unavailability and cost of energy.

Due to the significant uncertainty that exists relative to the duration and overall impact of the macroeconomic [added: and other] factors discussed above, our future operating performance, particularly in the short-term, may be subject to volatility.

The impacts of macroeconomic [added: and other] conditions on our business, results of operations, financial condition and cash flows are dependent on certain factors, including those discussed in [added: Part I,] Item 1A.

Worldwide revenues in [removed: 2022] [added: 2023] of [removed: $18.870] [added: $19.372] billion [removed: decreased 1.4%] [added: increased 2.7%] from the prior-year period.

This [removed: decrease] [added: increase] reflected the following impacts:

| Period-over-period decline in revenues related to COVID-19-only testing | | | [removed: (7.5)] [added: (2.3)] | | % | | | | | | |

| Foreign currency translation | | | [removed: (2.3)] [added: (1.8)] | | % | | | | | | |

| [removed: Decrease] [added: Increase] in revenues from the prior-year period | | | [removed: (1.4)] [added: 2.7] | | % | | | | | | |

[removed: As such, our] [added: Our] fiscal year [removed: 2022] [added: 2023] revenues [added: reflected sales] in our Life Sciences segment [removed: reflected sales] related to COVID-19-only diagnostic testing on the BD VeritorTM [removed: Plus, BD VeritorTM At-Home] [added: Plus] and BD MaxTM Systems of [removed: $511] [added: $73] million, compared with revenues from such testing products in [removed: 2021] [added: 2022] of [removed: $1.956 billion.][added: $511 million.]

However, there can be no assurance that we will be able to effectively mitigate [removed: such inflationary] [added: these] pressures in future [removed: periods,] [added: periods] and an inability to offset [removed: inflationary pressures,] [added: these pressures through our strategies,] at least in part, [removed: through the strategies discussed above] could adversely impact our results of operations.

Our financial position remains strong, with cash flows from continuing operating activities totaling [removed: $2.471] [added: $2.990] billion in [removed: 2022.][added: 2023.]

At September 30, [removed: 2022,] [added: 2023,] we had [removed: $1.167] [added: $1.489] billion in cash and equivalents and short-term investments, including restricted cash.

During fiscal year [removed: 2022,] [added: 2023,] we paid cash dividends of [removed: $1.082] [added: $1.114] billion, including [removed: $992 million] [added: $1.046 billion] paid to common shareholders and [removed: $90] [added: $68] million paid to preferred shareholders.

A stronger U.S. dollar, compared to the prior-year period, resulted in an unfavorable foreign currency translation impact to our revenues [added: and earnings] during [removed: 2022.][added: our fiscal year 2023.]

| | | | | | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | | | | | | | | | | | | | |

| (Millions of dollars) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Total Change | | | | | | Estimated FX Impact | | | | | | FXN Change | | | | | | Total Change | | | | | | Estimated FX Impact | | | | | | FXN Change | | |

| Medication Delivery Solutions [removed: (a)] | | | $ | [removed: 4,308] [added: 4,293] | | | | | $ | [removed: 4,101] [added: 4,308] | | | | | $ | [removed: 3,596] [added: 4,101] | | | | | [removed: 5.0] [added: (0.3)] | | % | | | | [removed: (1.8)] [added: (1.9)] | | % | | | | [removed: 6.8] [added: 1.6] | | % | | | | [removed: 14.0] [added: 5.0] | | % | | | | [removed: 2.3] [added: (1.8)] | | % | | | | [removed: 11.7] [added: 6.8] | | % |

| Medication Management Solutions | | | [removed: 2,533] [added: 2,980] | | | | | | [removed: 2,432] [added: 2,533] | | | | | | [removed: 2,454] [added: 2,432] | | | | | | [removed: 4.1] [added: 17.6] | | % | | | | [removed: (1.5)] [added: (1.0)] | | % | | | | [removed: 5.6] [added: 18.6] | | % | | | | [removed: (0.9)] [added: 4.1] | | % | | | | [removed: 1.4] [added: (1.5)] | | % | | | | [removed: (2.3)] [added: 5.6] | | % |

| Pharmaceutical Systems [removed: (a)] | | | [removed: 2,001] [added: 2,229] | | | | | | [removed: 1,828] [added: 2,001] | | | | | | [removed: 1,587] [added: 1,828] | | | | | | [removed: 9.5] [added: 11.4] | | % | | | | [removed: (5.0)] [added: (1.7)] | | % | | | | [removed: 14.5] [added: 13.1] | | % | | | | [removed: 15.2] [added: 9.5] | | % | | | | [removed: 4.2] [added: (5.0)] | | % | | | | [removed: 11.0] [added: 14.5] | | % |

- Accelerating innovation in smart devices, robotics, analytics, and artificial intelligence in order to enable new care settings, streamline care workflows and remove administrative burdens for healthcare providers;

The historical results of the Diabetes Care business that was contributed in the spin-off were reflected as discontinued operations in our consolidated financial statements.

In August 2023, we completed the sale of the Interventional segment's Surgical Instrumentation platform.

The historical financial results for this platform have not been classified as a discontinued operation.

We expect inflation to persist into our fiscal year 2024, but at levels lower than our fiscal year 2023.

- A limited supply of skilled labor in certain markets drove higher overall labor costs, as noted above, and we expect labor availability will continue to be a macroeconomic challenge for our operations.

- Logistics capacity constraints eased in our fiscal year 2023 compared to 2022 and lead times improved in most key routes.

However, adequate supply of transportation capacity is critical to our operations and constrained capacity may unfavorably impact our results of operations.

Certain geopolitical conditions, including the evolving situations in Ukraine, the Middle East and Asia, may contribute to the macroeconomic conditions discussed above.

Additionally, governments in China and other countries use various mechanisms to control healthcare expenditures, including increased use of competitive bidding and tenders as well as price regulation.

During our fiscal year 2023, regional and national volume-based procurement programs (“VoBP”) established by the government in China unfavorably impacted our revenues and we anticipate that these programs may continue to impact our results of operations.

We have been mitigating the impacts of the macroeconomic and other factors discussed above through various strategies which leverage our procurement, logistics and manufacturing capabilities.

| Volume/other | | | 3.0 | | % | | | | | | |

| Pricing | | | 3.8 | | % | | | | | | |

The Medical segment’s revenue growth in 2023 reflected the following.

- Strong global sales of catheters and other vascular care products in the Medication Delivery Solutions unit were partially offset by the impact of VoBP in China and lower COVID vaccination-related revenues in 2023 compared with these revenues in 2022.

- Strong performance of the Medication Management Solutions unit’s pharmacy automation portfolio, including Parata Systems, which we acquired in fiscal year 2022, and our BD Rowa™ technologies, as well as strong growth in sales of dispensing systems.

Revenue growth attributable to the unit’s recent acquisitions was approximately 9.3% in 2023.

- Continued strong demand for the Pharmaceutical Systems unit’s prefillable solutions in high-growth markets such as the biologic drug category.

The Medical segment’s revenue growth in 2022 reflected the following.

The Medical segment's operating income in 2023 and 2022, compared with the prior-year periods, reflected the following:

The Life Sciences segment’s revenues in 2023 also reflected the following:

- An unfavorable comparison to stronger sales in 2022 of the Integrated Diagnostic Solutions unit’s combination influenza/COVID-19 testing assays, as well as destocking of specimen management products by U.S. distributors in 2023, were partially offset by growth in the unit’s microbiology platform and growth attributable to molecular diagnostic platforms which leverage our larger installed base of BD MAXTM instruments.

The Life Sciences segment's revenues in 2022 also reflected the following:

The Life Sciences segment's operating income in 2023 and 2022, compared with the prior-year periods, reflected the following:

◦Favorable impacts in 2023 from price and continuous improvement projects in our manufacturing facilities; partially offset by

◦The decline in COVID-19-only testing revenues and a decline in licensing income compared with 2022, as well as higher raw material and labor costs in 2023.

- Lower selling and administrative expense as a percentage of revenue in 2023 compared with 2022, primarily reflected lower selling costs and efforts to contain certain administrative costs.

The Interventional segment’s revenue growth in 2023 reflected the following:

- Double-digit growth in global sales of the Surgery unit’s advanced repair and reconstruction platforms, as well as strong growth in sales of biosurgery products, was partially offset by a decline in revenues attributable to the unit’s sale of its Surgical Instrumentation platform in the fourth quarter of fiscal year 2023.

- Growth driven by global market penetration of the Peripheral Intervention unit’s peripheral vascular disease platform was partially offset by the impact of planned strategic portfolio exits.

The Interventional segment’s revenue growth in 2022 reflected the following:

- Strong global sales of the Surgery unit’s advanced repair and reconstruction platforms, as well as a benefit from the unit’s fiscal year 2021 acquisition of Tepha, Inc.

The Interventional segment's operating income in 2023 and 2022, compared with the prior-year periods, reflected the following:

- The Interventional segment’s gross profit margin was flat in 2023 compared with 2022, which primarily reflected:

◦Favorable impacts from price, continuous improvement projects, and a favorable comparison to the prior-year period, which was unfavorably impacted by certain purchase accounting adjustments; offset by

◦Unfavorable impacts of higher raw material, labor and freight costs.

- Lower selling and administrative expense as percentages of revenues in 2023 compared with 2022 reflected revenue growth that outpaced spending in 2023.

- Lower research and development expense as percentages of revenues in 2023 compared with 2022, and also in 2022 compared with 2021, primarily reflected revenue growth that outpaced spending in both 2023 and 2022.

U.S. revenue growth in 2023 was particularly driven by strong sales in the Medical segment’s Medication Management Solutions and Pharmaceutical Systems units and in the Life Sciences segment’s Biosciences unit, as well as by strong sales in the Interventional segment’s Surgery and Urology and Critical Care units.

- Accelerating innovation in smart connected care, enabling new care settings and improving chronic disease outcomes;

- Focusing on cash management in order to improve balance sheet productivity.

The historical results of the Diabetes Care business (previously included in BD’s Medical segment), as well as interest expense related to indebtedness incurred by Embecta prior to the spin-off date, have been reflected as discontinued operations in our consolidated financial statements for all periods prior to the spin-off date of April 1, 2022.

- Constrained logistics capacity related to the movement of goods around the globe.

During fiscal year 2022, the shortages of certain raw materials and components, delays in global transportation and labor shortages in our manufacturing facilities increased lead times for some of our product

offerings.

Also, significant inflationary pressures impacted our supply chain costs in certain areas throughout 2022.

We experienced higher costs for raw materials, particularly resins, as well as for electronic components and freight.

These increased costs put pressure on our operating expenses and the costs of our investments.

We have been mitigating these inflationary pressures through the following:

- Driving strategic procurement initiatives to leverage alternative sources of raw material and transportation;

- Implementing cost-containment measures, as well as intensifying continuous improvement and restructuring programs in our manufacturing and distribution facilities;

- Continuing strategic product line rationalization programs as part of our simplification strategy; and

- Optimizing our sales through product allocation and customer management.

The COVID-19 pandemic continued to drive volatile global economic conditions during our fiscal year 2022.

Utilization rates for most of our products have recovered compared to pre-pandemic levels; however, future resurgences in COVID-19 infections or new strains of the virus may affect the prioritization of non-acute versus acute healthcare utilization, which may temporarily weaken future demand for certain of our products and increase the demand for other of our products.

The pandemic has contributed to the inflationary pressures and supply chain disruptions discussed above and these challenges could persist if governments impose lockdowns, quarantine requirements and other restrictions in order to control rates of COVID-19 infections, such as in China.

Additionally, the pandemic has escalated challenges that existed for global healthcare systems prior to the pandemic, including budget constraints and staffing shortages, particularly shortages of nursing staff.

Geopolitical conditions may also impact our operations.

Our operations in Russia and Ukraine are not material to our financial results, and as such, the conflict between Russia and Ukraine did not materially impact our results of operations in 2022.

| Volume | | | 6.2 | | % | | | | | | |

| Pricing | | | 2.2 | | % | | | | | | |

While resurgences of COVID-19 infections have continued to occur in various countries around the world, demand for our SARS-CoV-2 diagnostics tests and injection devices used for COVID-19 vaccinations has declined from the peak testing and vaccination levels reached earlier in the pandemic.

Volume in 2022 was driven by demand for our core products and reflected strong demand across all of our segments’ units, particularly in the Medical segment’s Medication Delivery Solutions and Pharmaceutical Systems units, as well as in the Life Sciences segment’s Integrated Diagnostic Solutions unit.

As further discussed above, current global economic conditions have been relatively volatile due to various macroeconomic factors.

We are mitigating the inflationary pressures on our businesses through the various strategies discussed above.

We also repurchased approximately $500 million of our common stock during fiscal year 2022.

The flow of foreign currency impacts to our earnings depends on various factors including our inventory turnover, our ability to leverage our global supply chain and the current-period mix of our sales, from both a product and geographic perspective.

These factors resulted in a favorable foreign currency impact to earnings during 2022.

(a)Prior-period amounts were recast to reflect former intercompany transactions with Embecta.

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.

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.

The Pharmaceutical Systems unit’s revenue growth in 2021 was enabled by capacity expansion efforts and was driven by continued strong demand for our pre-filled devices, which reflected the vial to pre-filled device conversion for biologics, vaccines, and other injectable drugs.

The Medical segment's operating income in 2022 was driven by improved gross profit margin and lower operating expenses.

Operating income in 2021 was primarily driven by improved gross profit margin.

◦A favorable comparison to 2020, which was unfavorably impacted by increased levels of manufacturing overhead costs that were recognized in the period because of the COVID-19 pandemic, rather than capitalized within inventory, and $244 million of net charges recorded in 2020, compared with charges of $56 million in 2021, for remediation efforts related to AlarisTM infusion pumps, as also discussed above;

The Integrated Diagnostic Solutions unit’s revenues also reflected growth in sales of our specimen management products due to a recovery of routine lab testing to pre-pandemic levels.

The Life Sciences segment's revenues in 2021 primarily reflected a favorable comparison to 2020, which was significantly impacted by pandemic-related declines in both units.

The primary customers served by BD Life Sciences are hospitals, laboratories and clinics; blood banks; healthcare workers; [removed: public health agencies;] physicians’ office practices; retail pharmacies; academic and government institutions; and pharmaceutical and biotechnology companies.

| Biosciences | | | Fluorescence-activated cell sorters and analyzers; antibodies and kits for performing cell analysis; [removed: reagent systems] [added: reagents] for life science research; solutions for high-throughput single-cell gene [added: and protein] expression analysis; and clinical oncology, immunological (HIV) and transplantation diagnostic/monitoring [removed: reagents] [added: reagents, analyzers] and [removed: analyzers.] [added: informatics.] | | |

BD Interventional provides vascular, urology, oncology and surgical specialty products that are [removed: intended, with the exception of the V.][added: intended to be used once and then discarded or are either temporarily or permanently implanted.]

The primary customers served by BD Interventional are hospitals, [added: ambulatory surgery centers,] individual healthcare professionals, extended care facilities, alternate site facilities, and patients via our Homecare business.

| Surgery | | | Hernia and soft tissue repair, biological grafts, bioresorbable grafts, biosurgery, and other surgical products, [added: and] BD ChloraPrep™ surgical infection prevention [removed: products, and V. Mueller™ surgical and laparoscopic instrumentation] products. | | |

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

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

BD believes its activities in some countries outside the United States involve greater risk than its domestic business due to the factors cited [removed: herein, as well as the economic environment, local commercial and economic policies and political uncertainties.][added: herein.]

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

While BD works closely with its suppliers, no assurance can be given that these efforts will be successful, and there may be events that cause supply interruption, reduction or termination that adversely [removed: impacts] [added: impact] BD’s ability to manufacture and sell certain products.

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, [removed: Singapore,] [added: Singapore] and Ireland.

New companies have entered the field, particularly in the areas of molecular diagnostics, non-traditional point of care and at-home testing, safety-engineered devices and in the life [removed: sciences, and established companies have diversified their business activities into the medical technology area.][added: sciences.]

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

[removed: Third-Party] [added: Market Access and Third-Party] Reimbursement

[removed: Reimbursement] [added: Examining reimbursement and continually assessing the broader healthcare funding landscape] is [removed: an important] [added: a] strategic consideration in the development and marketing of medical technology.

[removed: A majority of] BD’s customers [added: and the patients our customers serve] rely on [removed: third-party payers, including government programs] [added: public] and private [removed: health insurance plans,] [added: payers] to reimburse [added: and/or cover] some or all [removed: of] the cost of [removed: the] procedures, products and [removed: services they provide.][added: services.]

Vertical integration [added: of health systems] has created a [removed: very] concentrated market among commercial [removed: third-party] payers in the U.S. [removed: Global payers are increasingly focused] [added: and there is an increased focus globally] on [removed: strategies] [added: payment policies that serve] to control [removed: spending on] healthcare [removed: and reward improvements in] [added: spending while also rewarding] quality and patient outcomes.

The manner and level of reimbursement [removed: in any given case] [added: is determined at the payer’s discretion and] may depend on [removed: the] [added: a variety of factors, including but not limited to] site of care, [removed: the] procedure(s) performed, [removed: the final] patient diagnosis, the device(s) and/or drug(s) utilized, [removed: the] available budget, [added: health equity, beneficiary access] or a combination of these [removed: factors, and coverage and payment levels are determined at each payer’s discretion.][added: factors.]

These agencies enforce laws and regulations that govern the development, testing, manufacturing, [removed: labeling, advertising, marketing and distribution, and market surveillance of BD’s medical products.]

The scope of the activities of these agencies, particularly in the Europe, Japan, [added: Latin America,] and Asia Pacific regions in which BD operates, has been increasing.

Per the terms of the Non-Compliance Letter, CareFusion 303, Inc. provided the FDA with a proposed comprehensive corrective action plan and has retained an independent expert to conduct periodic audits of the CareFusion 303, Inc. infusion pump facilities [removed: over the next four years.][added: through 2025.]

As of September 30, [removed: 2022,] [added: 2023,] we do not believe that a loss is probable in connection with the Consent Decree, and accordingly, we have no accruals associated with compliance with the Consent Decree.

The Warning Letter states that, until BD resolves the outstanding issues covered by the Warning Letter, the FDA will not [removed: clear or] approve any premarket submissions for Class III devices to which the non-conformances are reasonably related or grant requests for certificates to foreign governments.

In January 2022, BD received FDA clearance for [added: its BD Vacutainer® ACD Blood Collection Tubes used in immunohematology.]

Following submission of data relating to the implementation of these operational changes, BD was permitted to return to normal operations in December 2021 at its facilities in Georgia in accordance with the operating conditions set forth in its permit applications, including a condition to continue [removed: ambient air monitoring.]

This increased regulation could require BD or sterilization service providers, including providers used by BD, to temporarily suspend operations to install additional [removed: fugitive] emissions control technology, limit the use of ethylene oxide or take other actions, which would impact BD’s operations and further reduce the available capacity to sterilize medical devices and healthcare products, and could also result in additional costs.

It is possible that there may also be increased regulation outside the U.S. If any existing regulatory requirements or any such proceedings or rulemaking result in the [removed: suspension] [added: suspension, curtailment] or interruption of sterilization operations at BD or at medical device sterilizers used by BD, or otherwise limit the availability of third-party sterilization capacity, this could interrupt or otherwise adversely impact production of certain of our products or lead to civil litigation or other claims against BD.

At BD, our associates are guided by our Purpose of *advancing the world of healthTM* and The BD WAY, our cultural foundation that encompasses our core values, [added: servant] leadership [removed: commitments] [added: expectations] and the mindset we bring to our work.

As of September 30, [removed: 2022,] [added: 2023,] BD is comprised of approximately [removed: 77,000] [added: 73,000] associates located in over 62 countries.

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

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

Our associates possess a broad range of [removed: thoughts] [added: beliefs] and experiences which have helped BD achieve our leadership position in the medical technology industry and the global marketplace.

[removed: We believe this commitment,] coupled with our purpose and culture, allows us to better understand patient and customer needs and develop innovative technologies to meet those needs.

In addition, our executive leaders serve as sponsors to our [removed: eight] [added: nine] global Associate Resource Groups [removed: (“ARGs”).][added: (“ARGs”) that enable all associates to contribute their talents and skills to help advance opportunity for everyone.]

Our ARGs are empowered to set strategic goals aligned with their mission and centered around efforts to advance our company, [removed: our] local communities and each BD associates’ career, while [removed: driving acceptance, allyship] [added: fostering a sense of belonging, allyship,] and professional development opportunities.

We remain committed to sustaining meaningful, long-term strategic partnerships and programs to help [removed: ensure that we are advancing] [added: address equitable access to care and advance] the health of our [removed: people and patient communities.][added: communities around the world.]

Through the BD Helping Build Healthy Communities™ initiative, which is funded by BD and the BD Foundation, and implemented jointly by Direct Relief and the National Association of Community Health Centers, we have provided 52 awards to community health centers in 20 states since 2013, with a total commitment of [removed: $22.6] [added: $21.7] million in cash and product donations to advance health equity in the U.S.

These collective efforts have garnered recognition from respected organizations across the country, including [added: Disability:IN’s] Best Places to Work for Disability [removed: and LGBTQ] Inclusion, Bloomberg’s Gender Equality Index, [removed: Diversity Inc.’s Noteworthy Companies and from Forbes - Best Employers for Diversity, Best Large Employers and World’s Best Employer awards.]

While we celebrate the recognition we have received, we remain committed and accountable to the work required within our company and beyond our corporate walls to build [removed: belonging, acceptance] and [removed: equity] [added: maintain equity, acceptance, and accessibility] for [removed: all.][added: everyone.]

| | | | Gender (Global) | | | Year-Over-Year [removed: Improvement] [added: Change] | | | Race (U.S. Only) | | | Year-Over-Year [removed: Improvement] [added: Change] | | |

Acquisitions

Divestitures

Surgical Instrumentation Platform

In August 2023, BD completed the sale of the Interventional segment’s Surgical Instrumentation platform pursuant to a definitive agreement that was signed in June 2023.

BD recognized a pre-tax gain on the sale of approximately $268 million, which was recorded as a component of *Other operating (income) expense, net* in fiscal year 2023.

The historical financial results for the Surgical Instrumentation platform have not been classified as a discontinued operation.

Additional information regarding this divestiture is contained in Note 2 to the consolidated financial statements contained in Item 8.

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

Additionally, established companies have diversified their business activities into the medical technology area.

BD actively engages with the payer community, medical societies and other stakeholders in order to navigate market access trends and appropriately communicate value propositions for a broad range of BD medical technologies.

The providers that we serve are also evaluating changes in the healthcare reimbursement landscape and coverage elements leading to their own decision-making on what they will ultimately pay for various medical technologies or procedures, which could positively or negatively impact sales of BD products in any given country for any given product at any given time.

Governments around the world continue to consider and transition to value-based payment reforms similar to the U.S. Patient Protection and Affordable Care Act (PPACA) that would drive improved value and quality- and resource-based reimbursement.

For example, the Centers for Medicare & Medicaid Services’ (CMS) established a 2030 goal of transitioning all Medicare fee-for-service beneficiaries to a “care relationship” to ensure the agency’s accountability of quality and cost of care.

Whether these changes are driven by legislative efforts, strategic alliances or market conditions, the global landscape continues to enhance cost control efforts through “pay for performance” mechanisms and bidding and tender policies that focus on quality and performance.

Advancing coding, coverage and payment strategies reduce barriers to adoption, improve affordability and are critical to ensuring patient and provider access to medical technologies.

Market access strategies are also critical in ensuring commercial priorities are meeting the demand for critical healthcare needs globally and locally.

labeling, advertising, marketing and distribution, and market surveillance of BD’s medical products.

As previously disclosed, on July 21, 2023, BD received 510(k) clearance from the FDA for its updated BD Alaris™ Infusion System, which enables both remediation and a return to market for the BD Alaris™ Infusion System.

This clearance covers updated hardware features for Point-of-Care Unit (PCU), large volume pumps, syringe pumps, patient-controlled analgesia (PCA) pumps, respiratory monitoring and auto-identification modules.

It also covers a new BD Alaris™ Infusion System software version with enhanced cybersecurity, along with interoperability features that enable smart, connected care with electronic medical record systems.

To address all open recalls and ensure all devices at customer sites are running the most recent version of the BD Alaris™ Infusion System Software, all of the current BD Alaris™ Infusion System devices in the U.S. market will be remediated or replaced with the updated 510(k) cleared version over the next several years.

In July 2023, BD received FDA clearance for its BD Vacutainer®Trace Element K2EDTA and Serum Blood Collection Tubes.

ambient air monitoring.

The final air permits for the Covington and Madison facilities were issued by the EPD on May 5, 2023.

To this end, BD has proactively installed fugitive emissions controls at our facilities in East Columbus, NE and Sandy, UT, though such controls are not currently required by law.

On April 13, 2023, the U.S. Environmental Protection Agency (“EPA”) published a proposed revision to the National Emission Standards for Hazardous Air Pollutants: Ethylene Oxide Emissions Standards for Sterilization Facilities and a Pesticide Registration Review; Proposed Interim Decision and Draft Risk Assessment Addendum for Ethylene Oxide.

BD submitted comments on these proposed regulations.

We cannot predict what any final regulations adopted by the EPA may require and therefore we are not able to assess the impact they may have on our sterilization facilities, on the third-party sterilization facilities that BD utilizes and our operations more generally.

For BD, diversity refers to the practice of including the many communities and backgrounds that make up our Company and the world we serve.

Diversity reflects our culture of inclusion, welcoming people of all different ethnicities, abilities, cultures, genders, religions, ages, sexual orientation, identity, experiences and tenure, as well as people with diverse opinions, perspectives, lifestyles, and ideas.

We believe this commitment,

Each year, we establish annual corporate ID&E goals focused on equity and inclusion.

This work impacts under-resourced communities, both in developed and underdeveloped countries.

BD also has a longstanding history of associate volunteerism that is enabled through our public-private partnerships and collaborations with non-government organizations.

We sponsor volunteer service trips and other meaningful volunteer opportunities to help strengthen health systems and enable an environment that can maintain critical competences and resources needed to improve delivery of care.

and Diversity Inc.’s Noteworthy Companies award, as well as awards for LGBTQ and women inclusion.

In addition, we were awarded Best Code of Conduct and ranked a top ten company in the U.S. Transparency Awards by Labrador and named to the 100 Best Corporate Citizens list by 3BL, placing in the top two in the healthcare equipment and services industry.

| BD 2023 Workforce Diverse Representation | | | | | | | | | | | | | | |

Ratios are determined by dividing the number of diverse associates by the total number of associates including associates who have not disclosed race and/or gender.

Year-over-year change is a percentage point.

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

Mueller™ surgical and laparoscopic instrumentation products, to be used once and then discarded or are either temporarily or permanently implanted.

Acquisition

Obtaining coverage, coding and payment is critical to the commercial success of a new product or procedure.

Difficulty in achieving market access can lead to slow adoption in the marketplace and inadequate payment levels that can continue for months or even years.

BD is actively engaged in identifying and communicating value propositions of its products for payer, provider, and patient stakeholders, and it employs various efforts and resources to attempt to positively impact coverage, coding and payment pathways.

As BD’s product offerings are diverse across a variety of healthcare settings, they are affected to varying degrees by the many payment pathways that impact the decisions of healthcare providers regarding which medical products they purchase and the prices they are willing to pay for those products.

Therefore, changes in reimbursement levels or methods may either positively or negatively impact sales of BD products in any given country for any given product.

As government programs expand healthcare coverage for their citizens, they have at the same time sought to control costs by limiting the amount of reimbursement they will pay for particular procedures, products or services.

In addition, most payers are seeking price predictability in order to mitigate future exposure to manufacturer price increases.

This is coupled with an increase in high deductible private insurance plans, which transfer more pricing exposure and burden directly to the patient.

Many payers both in the U.S. and globally have developed specific payment and delivery mechanisms to support these cost control efforts and to focus on paying for value.

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

assessments.

These changes, whether the result of legislation, new strategic alliances or market consolidations, have created an increased emphasis on the delivery of more cost-effective and quality-driven healthcare.

For example, as a result of the Patient Protection and Affordable Care Act (“PPACA”), the U.S. has implemented value-based payment methodologies and has created alternative payment models such as bundled payments to continue to drive improved value.

We see other governments around the world considering similar bundling reform measures, with the utilization of the Diagnosis Related Group (“DRG”) as a payment mechanism to drive toward quality and resource-based reimbursement becoming more common in regions outside the U.S.

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

As previously disclosed, we submitted our 510(k) premarket notification to the FDA for the BD Alaris™ System in April 2021.

The 510(k) submission is intended to bring the regulatory clearance for the BD Alaris™ System up-to-date, address open recall issues, and provide other updates and features, including a new version of BD Alaris™ System software that will provide clinical, operational and cybersecurity updates.

We will not be able to fully resume commercial operations for the BD Alaris™ System in the U.S. until BD’s 510(k) submission relating to the product has been cleared by the FDA.

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

its BD Vacutainer® ACD Blood Collection Tubes used in immunohematology.

However, BD’s sterilization operations in Georgia remain subject to the EPD’s final approval of BD’s air permit applications and could be subject to additional restrictions.

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 impact, especially considering the reduced capacity of third-party sterilization service providers and the regulatory timelines associated with transferring sterilization operations for regulated products.

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, and there continues to be increased focus on the use and emission of ethylene oxide on the federal level.

In anticipation of these proposed revisions to federal air regulations for commercial sterilizers in the U.S., BD is installing fugitive emissions controls at our facilities in East Columbus, NE and Sandy, UT.

We strive to have our workforce reflect the communities we live and work in and the customers and patients we serve.

While we continue to demonstrate progress in expanding the diverse representation of our workforce, we seek to continuously improve.

Each year, we establish annual corporate ID&E goals to improve hiring, development, advancement, and retention of diverse talent at every level of the organization to further our culture of inclusion.

| BD 2022 Workforce Diversity Representation | | | | | | | | | | | | | | |

Information regarding race and gender is based on information provided by associates.

Our deeply-rooted practice of investing in our next generation of leaders offers associates a number of leadership development programs, including programs dedicated to specific areas, such as finance and technology.

Feedback from associates indicates that these engagement efforts keep associates informed about our strategy, culture and purpose and motivated to do their best work.

We also have a long-standing history of associate volunteerism that we believe has had an impact on local and global communities.

Through our public-private partnerships and collaborations with non-government organizations, we sponsor volunteer trips and other meaningful volunteer opportunities to help communities around the world and increase health equity and access for all people.

On a local front, associates are

For fiscal year 2021, we conducted a global pay equity assessment for associates in 57 countries, representing approximately 70% of BD’s global salaried associate population and found that our female associates in 2021 earned an average of 99 cents for every $1 earned by male associates in the U.S., and 98 cents globally.

We consider these results as a baseline for our commitment to achieving 100% gender pay equity and we are actively working to close remaining pay gaps.

For the fiscal year ended September 30, [removed: 2022][added: 2023]

As of March 31, [removed: 2022,] [added: 2023,] the aggregate market value of the registrant’s outstanding common stock held by non-affiliates of the registrant was approximately [removed: $74,865,947,637.][added: $70,252,717,647.]

As of October 31, [removed: 2022, 283,375,793] [added: 2023, 290,405,122] 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: 24, 2023] [added: 23, 2024] are incorporated by reference into Part III hereof.

| [Item 1. [removed: Business](#ia87db9e40d284890bdb9962ca233dca1_16)] [added: Business](#i8cf6cee2c56b41c58413ca235e6d9434_16)] | | | [removed: [1](#ia87db9e40d284890bdb9962ca233dca1_16)] [added: [1](#i8cf6cee2c56b41c58413ca235e6d9434_16)] | | |

| [Item 1A. Risk [removed: Factors](#ia87db9e40d284890bdb9962ca233dca1_19)] [added: Factors](#i8cf6cee2c56b41c58413ca235e6d9434_19)] | | | [removed: [12](#ia87db9e40d284890bdb9962ca233dca1_19)] [added: [11](#i8cf6cee2c56b41c58413ca235e6d9434_19)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#ia87db9e40d284890bdb9962ca233dca1_22)] [added: Comments](#i8cf6cee2c56b41c58413ca235e6d9434_25)] | | | [removed: [25](#ia87db9e40d284890bdb9962ca233dca1_22)] [added: [24](#i8cf6cee2c56b41c58413ca235e6d9434_25)] | | |

| [Item 2. [removed: Properties](#ia87db9e40d284890bdb9962ca233dca1_25)] [added: Properties](#i8cf6cee2c56b41c58413ca235e6d9434_28)] | | | [removed: [25](#ia87db9e40d284890bdb9962ca233dca1_25)] [added: [24](#i8cf6cee2c56b41c58413ca235e6d9434_28)] | | |

| [Item 3. Legal [removed: Proceedings](#ia87db9e40d284890bdb9962ca233dca1_28)] [added: Proceedings](#i8cf6cee2c56b41c58413ca235e6d9434_31)] | | | [removed: [25](#ia87db9e40d284890bdb9962ca233dca1_28)] [added: [24](#i8cf6cee2c56b41c58413ca235e6d9434_31)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#ia87db9e40d284890bdb9962ca233dca1_31)] [added: Disclosures](#i8cf6cee2c56b41c58413ca235e6d9434_34)] | | | [removed: [25](#ia87db9e40d284890bdb9962ca233dca1_31)] [added: [24](#i8cf6cee2c56b41c58413ca235e6d9434_34)] | | |

| [Information About Our Executive [removed: Officers](#ia87db9e40d284890bdb9962ca233dca1_34)] [added: Officers](#i8cf6cee2c56b41c58413ca235e6d9434_22)] | | | [removed: [24](#ia87db9e40d284890bdb9962ca233dca1_34)] [added: [23](#i8cf6cee2c56b41c58413ca235e6d9434_22)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ia87db9e40d284890bdb9962ca233dca1_40)] [added: Securities](#i8cf6cee2c56b41c58413ca235e6d9434_40)] | | | [removed: [26](#ia87db9e40d284890bdb9962ca233dca1_40)] [added: [25](#i8cf6cee2c56b41c58413ca235e6d9434_40)] | | |

| [Item 6. [removed: (Reserved)](#ia87db9e40d284890bdb9962ca233dca1_43)] [added: (Reserved)](#i8cf6cee2c56b41c58413ca235e6d9434_43)] | | | [removed: [26](#ia87db9e40d284890bdb9962ca233dca1_43)] [added: [25](#i8cf6cee2c56b41c58413ca235e6d9434_43)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia87db9e40d284890bdb9962ca233dca1_46)] [added: Operations](#i8cf6cee2c56b41c58413ca235e6d9434_46)] | | | [removed: [27](#ia87db9e40d284890bdb9962ca233dca1_46)] [added: [26](#i8cf6cee2c56b41c58413ca235e6d9434_46)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#ia87db9e40d284890bdb9962ca233dca1_49)] [added: Risk](#i8cf6cee2c56b41c58413ca235e6d9434_49)] | | | [removed: [50](#ia87db9e40d284890bdb9962ca233dca1_49)] [added: [50](#i8cf6cee2c56b41c58413ca235e6d9434_49)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#ia87db9e40d284890bdb9962ca233dca1_52)] [added: Data](#i8cf6cee2c56b41c58413ca235e6d9434_52)] | | | [removed: [51](#ia87db9e40d284890bdb9962ca233dca1_52)] [added: [51](#i8cf6cee2c56b41c58413ca235e6d9434_52)] | | |

| [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ia87db9e40d284890bdb9962ca233dca1_133)] [added: Disclosure](#i8cf6cee2c56b41c58413ca235e6d9434_136)] | | | [removed: [106](#ia87db9e40d284890bdb9962ca233dca1_133)] [added: [106](#i8cf6cee2c56b41c58413ca235e6d9434_136)] | | |

| [Item 9A. Controls and [removed: Procedures](#ia87db9e40d284890bdb9962ca233dca1_136)] [added: Procedures](#i8cf6cee2c56b41c58413ca235e6d9434_139)] | | | [removed: [106](#ia87db9e40d284890bdb9962ca233dca1_136)] [added: [106](#i8cf6cee2c56b41c58413ca235e6d9434_139)] | | |

| [Item 9B. Other [removed: Information](#ia87db9e40d284890bdb9962ca233dca1_139)] [added: Information](#i8cf6cee2c56b41c58413ca235e6d9434_142)] | | | [removed: [107](#ia87db9e40d284890bdb9962ca233dca1_139)] [added: [106](#i8cf6cee2c56b41c58413ca235e6d9434_142)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ia87db9e40d284890bdb9962ca233dca1_142)] [added: Inspections](#i8cf6cee2c56b41c58413ca235e6d9434_145)] | | | [removed: [107](#ia87db9e40d284890bdb9962ca233dca1_142)] [added: [106](#i8cf6cee2c56b41c58413ca235e6d9434_145)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#ia87db9e40d284890bdb9962ca233dca1_148)] [added: Governance](#i8cf6cee2c56b41c58413ca235e6d9434_151)] | | | [removed: [108](#ia87db9e40d284890bdb9962ca233dca1_148)] [added: [107](#i8cf6cee2c56b41c58413ca235e6d9434_151)] | | |

| [Item 11. Executive [removed: Compensation](#ia87db9e40d284890bdb9962ca233dca1_151)] [added: Compensation](#i8cf6cee2c56b41c58413ca235e6d9434_154)] | | | [removed: [108](#ia87db9e40d284890bdb9962ca233dca1_151)] [added: [107](#i8cf6cee2c56b41c58413ca235e6d9434_154)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ia87db9e40d284890bdb9962ca233dca1_154)] [added: Matters](#i8cf6cee2c56b41c58413ca235e6d9434_157)] | | | [removed: [108](#ia87db9e40d284890bdb9962ca233dca1_154)] [added: [107](#i8cf6cee2c56b41c58413ca235e6d9434_157)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#ia87db9e40d284890bdb9962ca233dca1_157)] [added: Independence](#i8cf6cee2c56b41c58413ca235e6d9434_160)] | | | [removed: [108](#ia87db9e40d284890bdb9962ca233dca1_157)] [added: [107](#i8cf6cee2c56b41c58413ca235e6d9434_160)] | | |

| [Item 14. Principal Accounting Fees and [removed: Services](#ia87db9e40d284890bdb9962ca233dca1_160)] [added: Services](#i8cf6cee2c56b41c58413ca235e6d9434_163)] | | | [removed: [108](#ia87db9e40d284890bdb9962ca233dca1_160)] [added: [107](#i8cf6cee2c56b41c58413ca235e6d9434_163)] | | |

| [Item 15. Exhibits, Financial Statement [removed: Schedules](#ia87db9e40d284890bdb9962ca233dca1_166)] [added: Schedules](#i8cf6cee2c56b41c58413ca235e6d9434_169)] | | | [removed: [109](#ia87db9e40d284890bdb9962ca233dca1_166)] [added: [108](#i8cf6cee2c56b41c58413ca235e6d9434_169)] | | |

| [Item 16. Form 10-K [removed: Summary](#ia87db9e40d284890bdb9962ca233dca1_169)] [added: Summary](#i8cf6cee2c56b41c58413ca235e6d9434_172)] | | | [removed: [109](#ia87db9e40d284890bdb9962ca233dca1_166)] [added: [108](#i8cf6cee2c56b41c58413ca235e6d9434_169)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#i8cf6cee2c56b41c58413ca235e6d9434_13) | | | [1](#i8cf6cee2c56b41c58413ca235e6d9434_13) | | |

| [PART II](#i8cf6cee2c56b41c58413ca235e6d9434_37) | | | [25](#i8cf6cee2c56b41c58413ca235e6d9434_37) | | |

| [PART III](#i8cf6cee2c56b41c58413ca235e6d9434_148) | | | [107](#i8cf6cee2c56b41c58413ca235e6d9434_151) | | |

| [PART IV](#i8cf6cee2c56b41c58413ca235e6d9434_166) | | | [108](#i8cf6cee2c56b41c58413ca235e6d9434_166) | | |

| [EXHIBIT INDEX](#i8cf6cee2c56b41c58413ca235e6d9434_175) | | | [109](#i8cf6cee2c56b41c58413ca235e6d9434_175) | | |

| [SIGNATURES](#i8cf6cee2c56b41c58413ca235e6d9434_178) | | | [114](#i8cf6cee2c56b41c58413ca235e6d9434_178) | | |

| Depositary Shares, each representing a 1/20th interest in a share of 6.00% Mandatory Convertible Preferred Stock, Series B | | | | | | BDXB | | | | | | New York Stock Exchange | | |

| 1.000% Notes due December 15, 2022 | | | | | | BDX22A | | | | | | New York Stock Exchange | | |

| 1.401% Notes due May 24, 2023 | | | | | | BDX23A | | | | | | New York Stock Exchange | | |

| 0.632% Notes due June 4, 2023 | | | | | | BDX/23A | | | | | | New York Stock Exchange | | |

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

| [PART I](#ia87db9e40d284890bdb9962ca233dca1_13) | | | [1](#ia87db9e40d284890bdb9962ca233dca1_13) | | |

| [PART II](#ia87db9e40d284890bdb9962ca233dca1_37) | | | [26](#ia87db9e40d284890bdb9962ca233dca1_37) | | |

| [PART III](#ia87db9e40d284890bdb9962ca233dca1_145) | | | [108](#ia87db9e40d284890bdb9962ca233dca1_148) | | |

| [PART IV](#ia87db9e40d284890bdb9962ca233dca1_163) | | | [108](#ia87db9e40d284890bdb9962ca233dca1_163) | | |

| [EXHIBIT INDEX](#ia87db9e40d284890bdb9962ca233dca1_172) | | | [110](#ia87db9e40d284890bdb9962ca233dca1_172) | | |

| [SIGNATURES](#ia87db9e40d284890bdb9962ca233dca1_175) | | | [115](#ia87db9e40d284890bdb9962ca233dca1_175) | | |

As of September 30, [removed: 2022,] [added: 2023,] BD owned or leased [removed: 334] [added: 297] facilities throughout the world, comprising approximately [removed: 25,651,266] [added: 26,079,062] square feet of manufacturing, warehousing, administrative, and research facilities.

The U.S. facilities, including those in Puerto Rico, comprise approximately [removed: 8,020,022] [added: 7,862,022] square feet of owned and [removed: 4,666,986] [added: 4,803,322] square feet of leased space.

The international facilities comprise approximately [removed: 9,556,871] [added: 10,226,005] square feet of owned and [removed: 3,407,387] [added: 3,187,713] square feet of leased space.

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

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

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

As of October 31, [removed: 2022,] [added: 2023,] there were approximately [removed: 11,400] [added: 10,775] 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: 2022.][added: 2023.]

[removed: (2)The repurchases were made pursuant to the repurchase program authorized by the Board of Directors on September 24, 2013 for 10 million shares, which has been fully utilized as of September 30, 2022, and] [added: (2)Represents shares available under] a repurchase program authorized by the Board of Directors [removed: in] [added: on] November [added: 3,] 2021 for [removed: up to an additional] 10 million [removed: shares of BD common stock,] [added: shares,] for which there is no expiration date.

| July 1-31, 2023 | | | 1,084 | | | | | | $ | 258.15 | | | | | — | | | | | | 8,799,998 | | |

| August 1-31, 2023 | | | 1,211 | | | | | | 279.56 | | | | | | — | | | | | | 8,799,998 | | |

| September 1-30, 2023 | | | — | | | | | | — | | | | | | — | | | | | | 8,799,998 | | |

| Total | | | 2,295 | | | | | | $ | 269.44 | | | | | — | | | | | | 8,799,998 | | |

(1)Includes 2,295 shares purchased during the quarter in open market transactions by the trust relating to BD’s Deferred Compensation and Retirement Benefit Restoration Plan and 1996 Directors’ Deferral Plan.

In November 2023, the Company executed accelerated share repurchase agreements to repurchase $500 million of its common stock.

| July 1-31, 2022 | | | — | | | | | | — | | | | | | — | | | | | | 10,753,131 | | |

| August 1-31, 2022 | | | 1,573,378 | | | | | | $256.00 | | | | | | 1,573,378 | | | | | | 9,179,753 | | |

| September 1-30, 2022 | | | 379,755 | | | | | | $256.00 | | | | | | 379,755 | | | | | | 8,799,998 | | |

| Total | | | 1,953,133 | | | | | | $256.00 | | | | | | 1,953,133 | | | | | | 8,799,998 | | |

(1)Shares purchased includes an initial delivery of 1,573,378 shares of our common stock received in August 2022 upon payment of $500 million under an accelerated share repurchase (“ASR”) agreement, which was executed in August 2022, and an additional 379,755 shares in September 2022 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.

Additional disclosures regarding our share repurchase transactions are provided in Note 4 to the consolidated financial statements contained in Item 8.

Financial Statements and Supplementary Data.

The Board of Directors monitors the internal control system, including internal accounting and financial reporting controls, through its Audit Committee, which consists of [removed: four] [added: five] independent Directors.

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: 2022.][added: 2023.]

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

We have audited the accompanying consolidated balance sheets of Becton, Dickinson and Company (the Company) as of September 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income and cash flows for each of the three years in the period ended September 30, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

[removed: 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: 2022,] [added: 2023,] 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: 22, 2022] [added: 21, 2023] expressed an unqualified opinion thereon.

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, [removed: subjective] [added: subjective,] or complex judgments.

| *Description of the Matter* | | | As described in Note 6 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: 2022,] [added: 2023,] the Company’s product liability reserves totaled approximately [removed: $2.1] [added: $1.9] billion. The Company engaged an actuarial specialist to perform an analysis to estimate the outstanding liability for indemnity costs related to claims arising from [added: certain of] 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* | | | We obtained an understanding, evaluated the [removed: design] [added: design,] and tested the operating effectiveness of the controls over the Company’s evaluation of [removed: the] [added: certain] product liability 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 reserves. To evaluate management’s estimate of [removed: the] [added: certain] 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 [removed: the] [added: certain] product liability reserves. We have also assessed the adequacy of the Company’s disclosures in relation to these matters. | | |

| *Description of the Matter* | | | As discussed in Notes 1 and 17 to the consolidated financial statements, the Company conducts business in numerous countries and as a result, files tax returns in those locations. Uncertain tax positions may arise for multiple reasons including, but not limited to, the interpretation of global tax rules and regulations. The Company uses judgment to (1) determine whether, based on the technical merits, a tax position is more likely than not to be sustained and (2) measure the amount of tax benefit that qualifies for recognition. The Company has recorded a liability of [removed: $348] [added: $366] million related to uncertain tax positions as of September 30, [removed: 2022.] [added: 2023.] Due to the inherent uncertainty in predicting the resolution of these tax matters, auditing the Company’s uncertain tax positions involved complex analysis and auditor judgment. This also required the use of tax subject matter resources to determine whether the more likely than not criteria was met. | | |

We have audited Becton, Dickinson and Company’s internal control over financial reporting as of September 30, [removed: 2022,] [added: 2023,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income and cash flows for each of the three years in the period ended September 30, [removed: 2022,] [added: 2023,] and the related notes and our report dated November [removed: 22, 2022] [added: 21, 2023] expressed an unqualified opinion thereon.

| Millions of dollars, except per share amounts | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Revenues | | | $ | [removed: 18,870] [added: 19,372] | | | | | $ | [removed: 19,131] [added: 18,870] | | | | | $ | [removed: 16,074] [added: 19,131] | |

| Cost of products sold | | | [removed: 10,393] [added: 11,202] | | | | | | [removed: 10,500] [added: 10,393] | | | | | | [removed: 9,276] [added: 10,500] | | |

| Selling and administrative expense | | | [removed: 4,709] [added: 4,719] | | | | | | [removed: 4,719] [added: 4,709] | | | | | | [removed: 4,185] [added: 4,719] | | |

| Research and development expense | | | [removed: 1,256] [added: 1,237] | | | | | | [removed: 1,279] [added: 1,256] | | | | | | [removed: 1,039] [added: 1,279] | | |

| Acquisition-related integration and restructuring expense | | | [removed: 192] [added: 313] | | | | | | [removed: 179] [added: 192] | | | | | | [removed: 299] [added: 179] | | |

| Other operating expense, net | | | [removed: 37 | | | | | | 203] [added: 95] | | | | | | [removed: 363] [added: 35] | | |

| Total Operating Costs and Expenses | | | [removed: 16,588] [added: 17,261] | | | | | | [removed: 16,881] [added: 16,588] | | | | | | [removed: 15,161] [added: 16,881] | | |

| Operating Income | | | [removed: 2,282] [added: 2,111] | | | | | | [removed: 2,250] [added: 2,282] | | | | | | [removed: 912] [added: 2,250] | | |

| Interest expense | | | [removed: (398)] [added: (452)] | | | | | | [removed: (469)] [added: (398)] | | | | | | [removed: (528)] [added: (469)] | | |

| Interest income | | | [removed: 16] [added: 49] | | | | | | [removed: 9] [added: 16] | | | | | | [removed: 7] [added: 9] | | |

| Other [removed: (expense) income,] [added: expense,] net | | | [removed: (117)] [added: (46)] | | | | | | [removed: (99)] [added: (117)] | | | | | | [removed: 23] [added: (99)] | | |

| Income from Continuing Operations Before Income Taxes | | | [removed: 1,783] [added: 1,662] | | | | | | [removed: 1,692] [added: 1,783] | | | | | | [removed: 414] [added: 1,692] | | |

| Income tax provision | | | [removed: 148] [added: 132] | | | | | | [removed: 88] [added: 148] | | | | | | [removed: 62] [added: 88] | | |

| Net Income from Continuing Operations | | | [removed: 1,635] [added: 1,530] | | | | | | [removed: 1,604] [added: 1,635] | | | | | | [removed: 352] [added: 1,604] | | |

| Income from Discontinued Operations, Net of Tax | | | [added: $ |] 144 | | | | | [added: $] | 488 | | [removed: | | | | 522 | | |]

| Net Income | | | [removed: 1,779] [added: 1,484] | | | | | | [removed: 2,092] [added: 1,779] | | | | | | [removed: 874] [added: 2,092] | | |

| Preferred stock dividends | | | [removed: (90)] [added: (60)] | | | | | | (90) | | | | | | [removed: (107)] [added: (90)] | | |

| Net income applicable to common shareholders | | | $ | [removed: 1,689] [added: 1,424] | | | | | $ | [removed: 2,002] [added: 1,689] | | | | | $ | [removed: 767] [added: 2,002] | |

| Income from Continuing Operations | | | $ | [removed: 5.42] [added: 5.14] | | | | | $ | [removed: 5.23] [added: 5.42] | | | | | $ | [removed: 0.88] [added: 5.23] | |

| [added: (Loss)] Income from Discontinued Operations | | | [removed: 0.50] [added: (0.16)] | | | | | | [removed: 1.69] [added: 0.50] | | | | | | [removed: 1.87] [added: 1.69] | | |

| Basic Earnings per Share | | | $ | [removed: 5.93] [added: 4.97] | | | | | $ | [removed: 6.92] [added: 5.93] | | | | | $ | [removed: 2.75] [added: 6.92] | |

| Income from Continuing Operations | | | $ | [removed: 5.38] [added: 5.10] | | | | | $ | [removed: 5.18] [added: 5.38] | | | | | $ | [removed: 0.87] [added: 5.18] | |

| [added: (Loss)] Income from Discontinued Operations | | | [removed: 0.50] [added: (0.16)] | | | | | | [removed: 1.67] [added: 0.50] | | | | | | [removed: 1.85] [added: 1.67] | | |

| Diluted Earnings per Share | | | $ | [removed: 5.88] [added: 4.94] | | | | | $ | [removed: 6.85] [added: 5.88] | | | | | $ | [removed: 2.71] [added: 6.85] | |

| Millions of dollars | | | 2022 | | | | | | 2021 | | | [removed: | | | 2020 | | |]

| Net Income | | | $ | [removed: 1,779] [added: 1,484] | | | | | $ | [removed: 2,092] [added: 1,779] | | | | | $ | [removed: 874] [added: 2,092] | |

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

| November 21, 2023 | | | | | | | | |

| November 21, 2023 | | | | | |

| Gain on sale of business | | | (268) | | | | | | — | | | | | | — | | |

| Product remediation-related charges | | | 653 | | | | | | 72 | | | | | | 56 | | |

| Other, net | | | (377) | | | | | | (68) | | | | | | (470) | | |

| Proceeds from divestitures, net | | | 540 | | | | | | — | | | | | | — | | |

years for leasehold improvements.

Note 2 — Divestitures

Surgical Instrumentation Platform

The Company completed the sale of its Interventional segment's Surgical Instrumentation platform in August 2023 pursuant to a definitive agreement that was signed in June 2023.

The Company recognized a pre-tax gain on the sale of approximately $268 million, which was recorded as a component of *Other operating (income) expense, net* in fiscal year 2023.

The historical financial results for the Surgical Instrumentation platform have not been classified as a discontinued operation.

On March 31, 2022, Embecta used a portion of the proceeds from its financing transactions to make a cash distribution of approximately $1.266 billion to the Company.

supply agreements, a lease agreement, a distribution agreement to support commercial operations, a logistics services agreement and other agreements including an employee matters agreement and a tax matters agreement.

Details of *(Loss) Income from Discontinued Operations, Net of Tax*, which represent the historical results of the Diabetes Care business prior to the spin-off date of April 1, 2022, are as follows:

In fiscal year 2023, the Company recorded expenses of $46 million within *(Loss) Income from Discontinued Operations, Net* *of Tax* related to a foreign tax associated with the spin-off.

The new standard

The new disclosure requirements are intended to help investors better consider the effect of these programs on a company's working capital, liquidity, and cash flows.

| Issuance of shares under employee and other plans, net | | | — | | | | | | (85) | | | | | | — | | | | | | — | | | | | | 1,068 | | | | | | 15 | | |

| Issuance of shares under employee and other plans, net | | | — | | | | | | (108) | | | | | | (1) | | | | | | — | | | | | | 1,271 | | | | | | 44 | | |

| Issuance of shares under employee and other plans, net | | | — | | | | | | (88) | | | | | | — | | | | | | 1 | | | | | | 1,056 | | | | | | 24 | | |

| Balance at September 30, 2023 | | | $ | 371 | | | | | $ | 19,720 | | | | | $ | 15,535 | | | | | $ | 24 | | | | | (80,203) | | | | | | $ | (8,305) | |

In November 2023, the Company executed ASR agreements to repurchase $500 million of its common stock and received an initial delivery of 1.718 million common shares, which will be recorded as an increase to *Treasury stock* in the first quarter of fiscal year 2024.

| Balance at September 30, 2023 | | | $ | (1,548) | | | | | $ | (1,078) | | | | | $ | (571) | | | | | $ | 103 | |

with the BD defined benefit cash balance pension plan in the first quarter of fiscal year 2021.

All of the mandatory convertible preferred shares outstanding were converted during fiscal year 2023, as further discussed in Note 4.

In accordance with U.S. GAAP, the Company establishes accruals to the extent probable future losses are estimable (and in the case of environmental matters, without considering possible third-party recoveries).

The Company’s outstanding Hernia Product Claims as of September 30, 2022 were approximately 31,445.

The Company’s outstanding product liability claims represent nonhomogeneous populations of claims which vary widely based upon various factors, most notably the quality of the claims.

As such, claim activity during any given period may not necessarily be indicative of the Company’s ultimate liability under a mass tort matter.

As further discussed below, the Company’s underlying estimate of its product liability includes and already accounts for unfiled claims and as such, the net year-to-date change in the number of outstanding Hernia Product Claims did not materially impact the Company’s product liability accrual as of September 30, 2023.

A trial for the Hernia Product Claims is currently scheduled in the MDL in April 2024.

Also, as of September 30, 2023, the Company is defending product liability claims involving its implantable ports, the majority of which are pending in an MDL formed on August 8, 2023 in the United States District Court for the District of Arizona.

After an initial without prejudice dismissal, additional submissions were filed and the court permitted certain aspects of the case to proceed including claims asserted on behalf of option holders.

In October 2023, an agreement in principle was reached to resolve this matter for an amount that is not material to the Company’s consolidated financial results and for which it is adequately reserved; the terms of the settlement, including the amount, are subject to judicial approval.

The complaint asserts claims for breach of fiduciary duty; violations of sections 10(b), 14(a) and 21D of the Exchange Act, and insider trading.

On January 10, 2023, one of the two shareholders referenced above filed a separate derivative action that: (i) is generally consistent with the shareholder letter and the two prior actions; and (ii) purports to challenge the reasonableness of the special committee’s process and determination.

After multiple document productions and interviews, the Company and the government mediated the case in an effort to resolve this dispute; such discussions are ongoing.

In April 2023, the Department of Justice served the Company with a CID seeking information regarding the Company’s GenesisTM container products in connection with an investigation of possible violations of the False Claims Act.

| | | | | | |

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

| November 22, 2022 | | | | | | | | |

| November 22, 2022 | | | | | |

Becton, Dickinson and Company

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

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

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

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

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

| Current assets of discontinued operations | | | — | | | | | | 293 | | |

| Noncurrent Assets of Discontinued Operations | | | — | | | | | | 423 | | |

| Current liabilities of discontinued operations | | | — | | | | | | 157 | | |

| Noncurrent Liabilities of Discontinued Operations | | | — | | | | | | 17 | | |

| Change in credit facility borrowings | | | — | | | | | | — | | | | | | (485) | | |

| Proceeds from issuance of equity securities | | | — | | | | | | — | | | | | | 2,917 | | |

Assets and liabilities associated with the Diabetes Care business are classified as assets and liabilities of discontinued operations in the Company’s consolidated balance sheet as of September 30, 2021.

Notes to Consolidated Financial Statements — (Continued)

which range from 20 to 45 years for buildings, four to 13 years for machinery and equipment and one to 20 years for leasehold improvements.

Embecta’s distributions on March 31, 2022 to the Company in connection with the spin-off included the issuance of $200 million of senior unsecured notes to the Company and a cash distribution of approximately $1.266 billion.

The historical results of the Diabetes Care business (previously included in BD’s Medical segment) that was contributed to Embecta in the spin-off, as well as interest expense related to indebtedness incurred by Embecta prior to the spin-off date, have been reflected as discontinued operations in the Company’s consolidated financial statements for all periods prior to the spin-off date of April 1, 2022.

| Income from Discontinued Operations, Net of Tax | | | $ | 144 | | | | | $ | 488 | | | | | $ | 522 | |

During the year ended September 30, 2022, the Company incurred $30 million of expense which included costs to execute the spin-off and other costs for related residual activities.

These costs are recorded within *Income from Discontinued Operations, Net of Tax* for the year ended September 30, 2022.

The impacts of these transactions to Embecta are also reflected as a component of *Income from Discontinued Operations, Net of Tax*.

The following amounts associated with the Diabetes Care business are classified as assets and liabilities of discontinued operations in the Company’s consolidated balance sheet at September 30, 2021:

| Trade receivables, net | | | $ | 147 | |

| Inventories | | | 123 | | |

| Prepaid expenses and other | | | 23 | | |

| Current Assets of Discontinued Operations | | | 293 | | |

| Property, Plant and Equipment, Net | | | 390 | | |

| Goodwill and Other Intangibles, Net | | | 27 | | |

| Other Assets | | | 6 | | |

| Noncurrent Assets of Discontinued Operations | | | $ | 423 | |

| Liabilities | | | | | |

| Accounts payable | | | $ | 54 | |

| Accrued expenses | | | 75 | | |

| Current Liabilities of Discontinued Operations | | | 157 | | |

| Noncurrent Liabilities of Discontinued Operations | | | $ | 17 | |

The Company recorded its distribution of net liabilities to Embecta as an increase in *Retained earnings*.

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: 2022.][added: 2023.]

[added: Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the] design and operation of these disclosure controls and procedures were, as of the end of the period covered by this report, effective and designed to ensure that material information relating to BD and its consolidated subsidiaries would be made known to them by others within these entities.

There were no changes in our internal control over financial reporting during the fiscal quarter ended September 30, [removed: 2022] [added: 2023] 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.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the

*Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements*

During the three months ended September 30, 2023, no director or officer of the Company adopted, terminated or modified a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K of the Exchange Act.

Not applicable.

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” 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: 2022] [added: 2023] (the [removed: “2023] [added: “2024] Proxy Statement”), and such information is incorporated herein by reference.

Information relating to the Audit Committee of the BD Board of Directors required by this item will be contained under the 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 [removed: 2023] [added: 2024] Proxy statement, and such information is incorporated herein by reference.

Certain other information required by this item will be contained under the caption “Ownership of BD Common Stock” in BD’s [removed: 2023] [added: 2024] Proxy Statement, and such information is incorporated herein by reference.

The information required by this item will be contained under the captions “Executive Compensation,” “Report of the Compensation and Human Capital Committee,” “Compensation of Named Executive Officers”, “Non‑management director compensation,” and “CEO Pay Ratio" in BD’s [removed: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement, and such information is incorporated herein by reference.

The information required by this item will be contained under the caption “The Board and committees of the Board - Related person transactions” in BD’s [removed: 2023] [added: 2024] Proxy Statement, and such information is incorporated herein by reference.

Ratification of Selection of Independent Registered Public Accounting Firm” in BD’s [removed: 2023] [added: 2024] Proxy Statement, and such information is incorporated herein by reference.

◦Consolidated Statements of Income — Years ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

◦Consolidated Statements of Comprehensive Income — Years ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

◦Consolidated Balance Sheets — September 30, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

◦Consolidated Statements of Cash Flows — Years ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

| [removed: [3(b)](https://www.sec.gov/Archives/edgar/data/10795/000114036120012446/nt10012113x7_ex4-1.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036120012072/nc10012106x1_ex4-1.htm)[u](https://www.sec.gov/Archives/edgar/data/10795/000114036120012072/nc10012106x1_ex4-1.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036120012072/nc10012106x1_ex4-1.htm)] | | | | | | [removed: Certificate of Amendment to the Company’s Restated Certificate of Incorporation, filed with the New Jersey Secretary] [added: Form] of [removed: State and effective] [added: 2.823% Notes due] May [removed: 21, 2020.] [added: 20, 2030.] | | | | | | Incorporated by reference to Exhibit 4.1 to the [removed: registration statement] [added: registrant’s Current Report] on Form [removed: 8-A] [added: 8-K] filed [removed: by the Company] on May [removed: 26,] [added: 20,] 2020. | | |

| [removed: [3(c)](https://www.sec.gov/Archives/edgar/data/10795/000001079522000065/by-lawsasofseptember202022.htm)] [added: [3(b)](https://www.sec.gov/Archives/edgar/data/10795/000001079523000081/by-lawsasofseptember19_202.htm)] | | | | | | By-Laws, as amended as of September [removed: 20, 2022.] [added: 19, 2023.] | | | | | | Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on September [removed: 23, 2022.] [added: 21, 2023.] | | |

| [removed: [4(j)](https://www.sec.gov/Archives/edgar/data/10795/000119312516789747/d310032dex41.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000119312516789747/d310032dex42.htm)[j](https://www.sec.gov/Archives/edgar/data/10795/000119312516789747/d310032dex42.htm)[)](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(k)](https://www.sec.gov/Archives/edgar/data/10795/000119312516789747/d310032dex42.htm)] [added: [4](https://www.sec.gov/Archives/edgar/data/10795/000119312517383523/d517273dex44.htm)[(](https://www.sec.gov/Archives/edgar/data/10795/000119312517383523/d517273dex44.htm)[n](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(](https://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_ex4-5.htm)[l](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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_ex4-5.htm)[k](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 3.363% Notes due June 6, 2024. | | | | | | Incorporated by reference to Exhibit 4.5 to the registrant’s Current Report on Form 8-K filed on June 6, 2017. | | |

| [removed: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_ex4-6.htm)[m](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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036117024005/s001721x2_ex4-6.htm)[l](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 3.700% Notes due June 6, 2027. | | | | | | Incorporated by reference to Exhibit 4.6 to the registrant’s Current Report on Form 8-K filed on June 6, 2017. | | |

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

| [removed: [4(](https://www.sec.gov/Archives/edgar/data/10795/000119312517383523/d517273dex44.htm)[r](https://www.sec.gov/Archives/edgar/data/10795/000119312517383523/d517273dex44.htm)[)](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)[t](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(](https://www.sec.gov/Archives/edgar/data/9892/0000009892-96-000013.txt)[s](https://www.sec.gov/Archives/edgar/data/9892/0000009892-96-000013.txt)[)](https://www.sec.gov/Archives/edgar/data/9892/0000009892-96-000013.txt)] [added: [4(](https://www.sec.gov/Archives/edgar/data/9892/0000009892-96-000013.txt)[o](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(](https://www.sec.gov/Archives/edgar/data/9892/000119312517179095/d377270dex42.htm)[t](https://www.sec.gov/Archives/edgar/data/9892/000119312517179095/d377270dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/9892/000119312517179095/d377270dex42.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/9892/000119312517179095/d377270dex42.htm)[p](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(](https://www.sec.gov/Archives/edgar/data/10795/000114036118025542/s002291x1_ex4-1.htm)[u](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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036118025542/s002291x1_ex4-2.htm)[q](https://www.sec.gov/Archives/edgar/data/10795/000114036118025542/s002291x1_ex4-2.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036118025542/s002291x1_ex4-2.htm)] | | | | | | Form of [removed: 1.401%] [added: 3.020%] Notes due May 24, [removed: 2023.] [added: 2025.] | | | | | | Incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the registrant's Current Report on Form 8-K filed on May 24, 2018. | | |

| [removed: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036118025542/s002291x1_ex4-2.htm)[v](https://www.sec.gov/Archives/edgar/data/10795/000114036118025542/s002291x1_ex4-2.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036118025542/s002291x1_ex4-2.htm)] [added: [4](https://www.sec.gov/Archives/edgar/data/10795/000114036120012072/nc10012106x1_ex4-2.htm)[(v](https://www.sec.gov/Archives/edgar/data/10795/000114036120012072/nc10012106x1_ex4-2.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036120012072/nc10012106x1_ex4-2.htm)] | | | | | | Form of [removed: 3.020%] [added: 3.794%] Notes due May [removed: 24, 2025.] [added: 20, 2050.] | | | | | | Incorporated by reference to Exhibit 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(](https://www.sec.gov/Archives/edgar/data/10795/000114036119009390/nt10001947x1_ex4-7.htm)[w](https://www.sec.gov/Archives/edgar/data/10795/000114036119009390/nt10001947x1_ex4-7.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036119009390/nt10001947x1_ex4-7.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036119009390/nt10001947x1_ex4-7.htm)[r](https://www.sec.gov/Archives/edgar/data/10795/000114036119009390/nt10001947x1_ex4-7.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036119009390/nt10001947x1_ex4-7.htm)] | | | | | | Indenture, dated as of May 17, 2019, among Becton Dickinson Euro Finance S.à r.l. (“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 4.7 to the registrant’s Post-Effective Amendment to the Registration Statement on Form S-3 filed on May 17, 2019. | | |

| [removed: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_ex4-1.htm)[x](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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_ex4-1.htm)[s](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(](https://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_ex4-3.htm)[y](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)] [added: [4(hh)](https://www.sec.gov/Archives/edgar/data/10795/000114036123006356/ny20007273x8_ex4-3.htm)] | | | | | | Form of [removed: 0.632% Note] [added: 4.693% Notes] due [removed: June 4, 2023.] [added: February 13, 2028.] | | | | | | Incorporated by reference to Exhibit 4.3 to the registrant's Current Report on Form 8-K filed on [removed: June 4, 2019.] [added: February 13, 2023.] | | |

| [removed: [4](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)[z](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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121004715/nt10019789x8_ex4-2.htm)[y](https://www.sec.gov/Archives/edgar/data/10795/000114036121004715/nt10019789x8_ex4-2.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036121004715/nt10019789x8_ex4-2.htm)] | | | | | | Form of [removed: 1.208%] [added: 1.213%] Note due [removed: June 4, 2026.] [added: February 12, 2036.] | | | | | | Incorporated by reference to Exhibit [removed: 4.4] [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(](https://www.sec.gov/Archives/edgar/data/10795/000114036120012072/nc10012106x1_ex4-1.htm)[aa](https://www.sec.gov/Archives/edgar/data/10795/000114036120012072/nc10012106x1_ex4-1.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036120012072/nc10012106x1_ex4-1.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121004377/nt10019789x6_ex4-1.htm)[w](https://www.sec.gov/Archives/edgar/data/10795/000114036121004377/nt10019789x6_ex4-1.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036121004377/nt10019789x6_ex4-1.htm)] | | | | | | Form of [removed: 2.823%] [added: 1.957%] Notes due [removed: May 20, 2030.] [added: February 11, 2031.] | | | | | | Incorporated by reference to Exhibit 4.1 to the [removed: registrant’s] [added: registrant's] Current Report on Form 8-K filed on [removed: May 20, 2020.] [added: February 11, 2021.] | | |

| [removed: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036120012072/nc10012106x1_ex4-2.htm)[bb](https://www.sec.gov/Archives/edgar/data/10795/000114036120012072/nc10012106x1_ex4-2.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036120012072/nc10012106x1_ex4-2.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-2.htm)[aa](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-2.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-2.htm)] | | | | | | Form of [removed: 3.794%] [added: 0.334%] Notes due [removed: May 20, 2050.] [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: May 20, 2020.] [added: August 13, 2021.] | | |

| [removed: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121004377/nt10019789x6_ex4-1.htm)[cc](https://www.sec.gov/Archives/edgar/data/10795/000114036121004377/nt10019789x6_ex4-1.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036121004377/nt10019789x6_ex4-1.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036122030495/ny20004957x5_ex4-1.htm)[dd](https://www.sec.gov/Archives/edgar/data/10795/000114036122030495/ny20004957x5_ex4-1.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036122030495/ny20004957x5_ex4-1.htm)] | | | | | | Form of [removed: 1.957%] [added: 4.298%] Notes due [removed: February 11, 2031.] [added: August 22, 2032.] | | | | | | Incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed on [removed: February 11, 2021.] [added: August 22, 2022.] | | |

| [removed: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121004715/nt10019789x8_ex4-1.htm)[dd](https://www.sec.gov/Archives/edgar/data/10795/000114036121004715/nt10019789x8_ex4-1.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036121004715/nt10019789x8_ex4-1.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121004715/nt10019789x8_ex4-1.htm)[x](https://www.sec.gov/Archives/edgar/data/10795/000114036121004715/nt10019789x8_ex4-1.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036121004715/nt10019789x8_ex4-1.htm)] | | | | | | Second Supplemental Indenture, dated as of February 12, 2021, 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 February 12, 2021. | | |

| [removed: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121004715/nt10019789x8_ex4-2.htm)[ee](https://www.sec.gov/Archives/edgar/data/10795/000114036121004715/nt10019789x8_ex4-2.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036121004715/nt10019789x8_ex4-2.htm)] [added: [4(gg)](https://www.sec.gov/Archives/edgar/data/10795/000114036123006356/ny20007273x8_ex4-2.htm)] | | | | | | Form of [removed: 1.213% Note] [added: 3.553% Notes] due [removed: February 12, 2036.] [added: September 13, 2029.] | | | | | | Incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed on February [removed: 12, 2021.] [added: 13, 2023.] | | |

| [removed: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-1.htm)[ff](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-1.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-1.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-1.htm)[z](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-1.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-1.htm)] | | | | | | Third Supplemental Indenture, dated as of August 13, 2021, 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 August 13, 2021. | | |

| [removed: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-2.htm)[gg](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-2.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-2.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-3.htm)[bb](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-3.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-3.htm)] | | | | | | Form of [removed: 0.334%] [added: 1.336%] Notes due August 13, [removed: 2028.] [added: 2041.] | | | | | | Incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to the registrant's Current Report on Form 8-K filed on August 13, 2021. | | |

| [removed: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-3.htm)[hh](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-3.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-3.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121028170/ny20000253x9_ex4-3.htm)[cc](https://www.sec.gov/Archives/edgar/data/10795/000114036121028170/ny20000253x9_ex4-3.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036121028170/ny20000253x9_ex4-3.htm)] | | | | | | Form of [removed: 1.336%] [added: 0.034%] Notes due August 13, [removed: 2041.] [added: 2025.] | | | | | | Incorporated by reference to Exhibit 4.3 to the [removed: registrant's Current Report] [added: registrant’s registration statement] on Form [removed: 8-K] [added: 8-A] filed on August 13, 2021. | | |

| [removed: [4(](https://www.sec.gov/Archives/edgar/data/10795/000162828022030686/a09-30x2022ex4ll.htm)[ll](https://www.sec.gov/Archives/edgar/data/10795/000162828022030686/a09-30x2022ex4ll.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000162828022030686/a09-30x2022ex4ll.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000001079523000098/a09-30x2023ex4ee.htm)[ee](https://www.sec.gov/Archives/edgar/data/10795/000001079523000098/a09-30x2023ex4ee.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000001079523000098/a09-30x2023ex4ee.htm)] | | | | | | Description of the Registrant’s Securities. | | | | | | Filed with this report. | | |

| [removed: [10(c)](https://www.sec.gov/Archives/edgar/data/10795/000162828022030686/bdperformanceincentiveplan.htm)] [added: [10(c)](https://www.sec.gov/Archives/edgar/data/10795/000001079523000098/a09-30x2023ex10c.htm)] | | | | | | Performance Incentive Plan, as amended and restated [removed: August 30, 2022.*] [added: July 25, 2023.*] | | | | | | Filed with this report. | | |

| [removed: [10(j)](https://www.sec.gov/Archives/edgar/data/10795/000001079518000036/a2018-09x30ex10o.htm)] [added: [10(k)](https://www.sec.gov/Archives/edgar/data/10795/000001079521000091/a09-30x2021ex10n.htm)] | | | | | | [removed: Term sheet,] [added: Letter Agreement,] dated August [removed: 25, 2017,] [added: 4, 2021,] between the registrant and [removed: Samrat Khichi.*] [added: Christopher DelOrefice.*] | | | | | | Incorporated by reference to Exhibit [removed: 10(o)] [added: 10(n)] to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, [removed: 2018.] [added: 2021.] | | |

| [removed: [10(k)](https://www.sec.gov/Archives/edgar/data/9892/0000009892-94-000009.txt)] [added: [10(j)](https://www.sec.gov/Archives/edgar/data/9892/000119312511044634/dex10bw.htm)] | | | | | | [added: 2005 Directors’ Stock Award Plan of] C. R. Bard, Inc. [removed: Supplemental Executive Retirement Plan, dated as of July 13, 1988.*] [added: (as Amended and Restated).*] | | | | | | Incorporated by reference to Exhibit [removed: 10p] [added: 10bw] to the C.R. Bard, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 1993.] [added: 2010.] | | |

| [removed: [10(n)](https://www.sec.gov/Archives/edgar/data/10795/000001079521000091/a09-30x2021ex10n.htm)] [added: [10(m)](https://www.sec.gov/Archives/edgar/data/10795/000162828022030686/advisoryboardconsultingagr.htm)] | | | | | | [removed: Letter] [added: Advisory Board Consulting] Agreement, dated [removed: August 4, 2021,] [added: October 31, 2022, by and] between the registrant and [removed: Christopher DelOrefice.*] [added: Claire M. Fraser.*] | | | | | | Incorporated by reference to Exhibit [removed: 10(n)] [added: 10(p)] to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, [removed: 2021.] [added: 2022.] | | |

| [removed: [10(o)](https://www.sec.gov/Archives/edgar/data/10795/000114036121032587/ny20000253x11_ex10-1.htm)] [added: [10(l)](https://www.sec.gov/Archives/edgar/data/10795/000114036123002734/brhc10046929_ex10-1.htm)] | | | | | | [added: Second] Amended and Restated Credit Agreement, dated as of [removed: September 24, 2021,] [added: January 25, 2023,] by and among Becton, Dickinson and Company, the other entities party thereto and Citibank, N.A., as administrative agent. | | | | | | Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed [removed: September 27, 2021.] [added: January 25, 2023.] | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/10795/000162828022030686/a09-30x2022ex21.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/10795/000001079523000098/a09-30x2023ex21.htm)] | | | | | | Subsidiaries of the registrant. | | | | | | Filed with this report. | | |

| [removed: [22](https://www.sec.gov/Archives/edgar/data/10795/000162828022030686/a09-30x2022ex22.htm)] [added: [22](https://www.sec.gov/Archives/edgar/data/10795/000001079523000098/a09-30x2023ex22.htm)] | | | | | | Subsidiary Issuer of Guaranteed Securities. | | | | | | Filed with this report. | | |

| [removed: [23](https://www.sec.gov/Archives/edgar/data/10795/000162828022030686/a09-30x2022ex23.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/10795/000001079523000098/a09-30x2023ex23.htm)] | | | | | | Consent of independent registered public accounting firm. | | | | | | Filed with this report. | | |

| [removed: [24](#ia87db9e40d284890bdb9962ca233dca1_175)] [added: [24](#i8cf6cee2c56b41c58413ca235e6d9434_178)] | | | | | | Power of Attorney. | | | | | | Included on signature page. | | |

| [removed: [31](https://www.sec.gov/Archives/edgar/data/10795/000162828022030686/a09-30x2022ex31.htm)] [added: [31](https://www.sec.gov/Archives/edgar/data/10795/000001079523000098/a09-30x2023ex31.htm)] | | | | | | Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to SEC Rule 13(a)-14(a). | | | | | | Filed with this report. | | |

| [removed: [32](https://www.sec.gov/Archives/edgar/data/10795/000162828022030686/a09-30x2022ex32.htm)] [added: [32](https://www.sec.gov/Archives/edgar/data/10795/000001079523000098/a09-30x2023ex32.htm)] | | | | | | Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to Section 1350 of Chapter 63 of Title 18 of the U.S. Code. | | | | | | Filed with this report. | | |

Dated: November [removed: 22, 2022][added: 21, 2023]

KNOW ALL [removed: MEN] BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints Thomas E.

DelOrefice and Gary DeFazio, and each of them, acting individually and without the other, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended September 30, [removed: 2022,] [added: 2023,] and any amendments thereto, each in such form as they or any one of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done so that such Annual Report shall comply with the Securities Exchange Act of 1934, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1934, as amended, this Annual Report and Power of Attorney have been signed as of November [removed: 22, 2022] [added: 21, 2023] by the following persons in the capacities indicated.

| [4(ff)](https://www.sec.gov/Archives/edgar/data/10795/000114036123006356/ny20007273x8_ex4-1.htm) | | | | | | Fourth Supplemental Indenture, dated as of February 13, 2023, 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 February 13, 2023. | | |

| [10(g)(i)](https://www.sec.gov/Archives/edgar/data/10795/000001079523000098/a09-30x2023ex10gi.htm) | | | | | | 2004 Employee and Director Equity-Based Compensation Plan, as amended and restated as of July 25, 2023.* | | | | | | Filed with this report. | | |

| [10(n)](https://www.sec.gov/Archives/edgar/data/10795/000114036123010990/brhc10049567_ex10-1.htm) | | | | | | Omnibus Amendment, dated as of March 9, 2023, among Becton, Dickinson and Company and each of the financial institutions party thereto as dealer. * * | | | | | | Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed March 10, 2023. | | |

| [10(o)](https://www.sec.gov/Archives/edgar/data/10795/000114036123010990/brhc10049567_ex10-2.htm) | | | | | | Dealer Agreement, dated March 9, 2023, among Becton, Dickinson and Company and each of the financial institutions party thereto as dealer. * * | | | | | | Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed March 10, 2023. | | |

Portions omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

Polen, Michelle T.

Quinn, Christopher J.

| | | | | | | Financial Officer | | |

| /S/ JOANNE WALDSTREICHER | | | | | | | | |

| Joanne Waldstreicher | | | | | | Director | | |

| [4(](http://www.sec.gov/Archives/edgar/data/10795/000156761917001035/s001681x3_8a12b.htm)[o](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. | | |

| [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036120012446/nt10012113x7_ex4-3.htm)[p](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. | | |

| [4(](http://www.sec.gov/Archives/edgar/data/10795/000156761917001035/s001681x3_8a12b.htm)[q](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. | | |

| [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121028170/ny20000253x9_ex4-2.htm)[ii](https://www.sec.gov/Archives/edgar/data/10795/000114036121028170/ny20000253x9_ex4-2.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036121028170/ny20000253x9_ex4-2.htm) | | | | | | Form of 0.000% Notes due August 13, 2023. | | | | | | Incorporated by reference to Exhibit 4.2 to the registrant’s registration statement on Form 8-A filed on August 13, 2021. | | |

| [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121028170/ny20000253x9_ex4-3.htm)[jj](https://www.sec.gov/Archives/edgar/data/10795/000114036121028170/ny20000253x9_ex4-3.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036121028170/ny20000253x9_ex4-3.htm) | | | | | | Form of 0.034% Notes due August 13, 2025. | | | | | | Incorporated by reference to Exhibit 4.3 to the registrant’s registration statement on Form 8-A filed on August 13, 2021. | | |

| [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036122030495/ny20004957x5_ex4-1.htm)[kk](https://www.sec.gov/Archives/edgar/data/10795/000114036122030495/ny20004957x5_ex4-1.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036122030495/ny20004957x5_ex4-1.htm) | | | | | | Form of 4.298% Notes due August 22, 2032. | | | | | | Incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed on August 22, 2022. | | |

| [10(g)(i)](https://www.sec.gov/Archives/edgar/data/10795/000001079522000017/ex10a2004employeeanddirect.htm) | | | | | | 2004 Employee and Director Equity-Based Compensation Plan, as amended and restated as of November 23, 2021.* | | | | | | Incorporated by reference to Exhibit 10(a) to the registrant’s Quarterly Report on Form 10-Q for the period ended December 31, 2021. | | |

| [10(l)](https://www.sec.gov/Archives/edgar/data/9892/000119312505213110/dex10be.htm) | | | | | | Supplemental Insurance/Retirement Plan Agreement (as Amended and Restated) between C.R. Bard, Inc. and its executive officers.* | | | | | | Incorporated by reference to Exhibit 10be to the C.R. Bard, Inc. Quarterly Report on Form 10-Q for the period ended September 30, 2005. | | |

| [10(m)](https://www.sec.gov/Archives/edgar/data/9892/000119312511044634/dex10bw.htm) | | | | | | 2005 Directors’ Stock Award Plan of C. R. Bard, Inc. (as Amended and Restated).* | | | | | | Incorporated by reference to Exhibit 10bw to the C.R. Bard, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2010. | | |

| [10(p)](https://www.sec.gov/Archives/edgar/data/10795/000162828022030686/advisoryboardconsultingagr.htm) | | | | | | Advisory Board Consulting Agreement, dated October 31, 2022, by and between the registrant and Claire M. Fraser.* | | | | | | Filed with this report. | | |

Polen, Samrat S.

Khichi, Christopher J.