A Dark Vector Cognition product

Cover and table of contents

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Cover and table of contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

COMMISSION FILE NUMBER: 001-4802

BECTON, DICKINSON AND COMPANY

(Exact name of registrant as specified in its charter)

New Jersey22-0760120
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1 Becton Drive,Franklin Lakes,New Jersey07417-1880
(Address of principal executive offices)(Zip code)

Registrant’s telephone number, including area code (201) 847-6800

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common stock, par value $1.00BDXNew York Stock Exchange
1.900% Notes due December 15, 2026BDX26New York Stock Exchange
3.020% Notes due May 24, 2025BDX25New York Stock Exchange
1.208% Notes due June 4, 2026BDX/26ANew York Stock Exchange
1.213% Notes due February 12, 2036BDX/36New York Stock Exchange
0.034% Notes due August 13, 2025BDX25ANew York Stock Exchange
3.519% Notes due February 8, 2031BDX31New York Stock Exchange
3.828% Notes due June 7, 2032BDX32ANew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

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

Large accelerated filer☑Accelerated filer☐Non-accelerated filer☐
Smaller reporting company☐Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

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). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

As of March 31, 2024, the aggregate market value of the registrant’s outstanding common stock held by non-affiliates of the registrant was approximately $71,455,056,628.

As of October 31, 2024, 289,122,120 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 28, 2025 are incorporated by reference into Part III hereof.

TABLE OF CONTENTS

PART I1
Item 1. Business1
Item 1A. Risk Factors13
Information About Our Executive Officers27
Item 1B. Unresolved Staff Comments28
Item 1C. Cybersecurity28
Item 2. Properties30
Item 3. Legal Proceedings31
Item 4. Mine Safety Disclosures31
PART II32
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities32
Item 6. (Reserved)32
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations33
Item 7A. Quantitative and Qualitative Disclosures About Market Risk57
Item 8. Financial Statements and Supplementary Data58
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure113
Item 9A. Controls and Procedures113
Item 9B. Other Information113
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections114
PART III115
Item 10. Directors, Executive Officers and Corporate Governance115
Item 11. Executive Compensation115
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters115
Item 13. Certain Relationships and Related Transactions, and Director Independence115
Item 14. Principal Accounting Fees and Services115
PART IV116
Item 15. Exhibits, Financial Statement Schedules116
Item 16. Form 10-K Summary116
EXHIBIT INDEX117
SIGNATURES123

PART I

Next: Item 1. Business.