Becton Dickinson & Co. (BDX) 10-K risk factor changes: FY2024 vs FY2023

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

[added: 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 [removed: disputes,] [added: disputes or shortages,] which could in turn affect demand for our products and services.

Both domestic and international markets experienced inflationary pressures in fiscal year [removed: 2023] [added: 2024] and we expect inflation to persist in the future but at lower levels than in [removed: fiscal year 2023.][added: recent years.]

[removed: Furthermore,] [added: In addition,] currency exchange rates have been especially volatile in the recent past, and these currency fluctuations have affected, and may continue to affect, the reported value of our [removed: assets and liabilities, as well as our cash flows.]

We have also experienced, and may continue to experience, [removed: significant] challenges in our global supply chain, including shortages in supply, or disruptions [removed: or delays] in [added: production and] shipments, of certain materials or components used in our products, and related price increases.

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

Additionally, a number of factors, including U.S. relations with [added: or among] the governments of the foreign countries in which we operate, changes to international trade agreements and treaties, 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 protectionism and barriers to market participation, or the weakening or loss of certain intellectual property [removed: protection] rights in some countries, may affect our business, financial condition and results of operations.

In addition to these broader market conditions, our operations may also be impacted by a variety of local factors, such as competition from local companies, local product preferences and requirements, [removed: and] changes in local healthcare payment systems and healthcare delivery [removed: systems.][added: systems, changes resulting from new political administrations, and labor force instability.]

The success of our operations outside the U.S. also depends, in part, on our ability to make necessary infrastructure enhancements to, among other things, our production facilities and sales and distribution [removed: networks.][added: networks and manage and staff widespread international operations.]

[added: Any alleged] or [added: actual violations of these laws may subject us to government investigations and significant criminal 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.

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

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

[removed: The] [added: In particular, the] shift of care from acute to non-acute settings may also place financial pressure on hospitals and broader healthcare systems that could result in less demand for our products and services.

[removed: Changes] [added: In addition, changes] in regulatory or market standards, [removed: including] [added: including,] without [removed: limitation] [added: limitation,] cybersecurity requirements, often require significant investment to maintain compliance to relevant standards.

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

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

[removed: Furthermore, any] [added: Any] changes to the [removed: coverage or] reimbursement 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 demand, or the price customers are willing to pay for such products.

See “Third-Party Reimbursement” under [removed: Item] [added: “Item] 1.

[removed: Business.][added: Business.”]

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

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

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

The nature and extent of [removed: future] impacts [added: from any such events] are highly uncertain and unpredictable.

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

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

The scope and duration of any future public health crisis, [removed: including] the [removed: 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 operations, will depend on future developments that are highly uncertain and cannot be predicted with confidence.

To the extent [removed: COVID-19 or other] [added: any such] public health crises [removed: 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.

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 [removed: Health] [added: Health,] and similar agencies in other countries.

Any reduction or delay in governmental funding could cause our customers to delay or [removed: forego] [added: forgo] purchases of our products.

A sustained labor shortage or increased turnover rates within our employee base has [removed: lead] [added: led] to, and may continue to 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.

[removed: We] [added: As of the date of this filing, the incidents] have [removed: no manufacturing facilities or significant operations in Russia or Ukraine] [added: not had,] and [removed: as such, to date, the conflict has] [added: we do] not [removed: had] [added: expect them to have,] a material impact on [removed: our business,] [added: BD’s overall business operations,] financial condition or results of operations.

[removed: Breaches] [added: Cybersecurity incidents and breaches] or breakdowns of our information and technology systems [added: or infrastructure] could have a material adverse effect on our operations.

We [removed: use] [added: rely on] a large number of information and technology [added: (“IT”)] systems [added: and related infrastructure, including services provided] to [added: us by third-party vendors to] operate our business.

We [removed: process, transmit,] [added: collect, use, store, transfer] and [removed: store] [added: otherwise process] electronic information in our day-to-day operations, including [removed: sensitive personal] [added: personal, confidential,] or proprietary [removed: information.][added: information of BD and its customers, vendors and other business partners, and patients.]

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

Some of our products [removed: include information] [added: and] systems [removed: that] collect [removed: data] [added: personal, confidential or proprietary information] regarding patients and patient therapy on behalf of our customers and some [added: of our products are internet enabled or] connect to our [added: IT] systems for maintenance [added: and other] purposes.

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

Our [removed: information systems,] [added: IT systems and infrastructure,] as well as those of various third parties on which we rely, have experienced, and are likely to continue to experience, a variety of [removed: cybersecurity attacks] [added: cyberattacks,] including, but not limited to, unauthorized access, malicious code execution and/or [removed: phishing- attacks.][added: phishing attacks, which has resulted, and could in the future result, in our and our customers’ personal, confidential or proprietary information being accessed, destroyed, lost, stolen or otherwise compromised and increased costs for cybersecurity measures or remediation.]

[removed: Likewise, we or our third-party providers] [added: These cybersecurity incidents and breaches] could [removed: suffer disruption of] [added: adversely affect] our [added: reputation, financial condition, results of] operations [added: or competitive position in the market] and [added: result in] other significant negative consequences, including [removed: increased costs for security measures or remediation,] lost revenue, manufacturing challenges or disruption, diversion of management attention, [removed: reputational damage, litigation] [added: litigation, regulatory action] and damage to our relationships with vendors, business partners and customers.

Unauthorized tampering, adulteration or interference with our [removed: products] [added: products, including through cyberattacks,] may also create issues with product functionality that could result in a loss of data, risk to patient safety and product recalls or field [removed: actions.][added: actions, as well as impact our compliance with privacy, data protection and other laws and regulations and could result in reputational damage and actions by regulatory bodies or civil litigation.]

assets and liabilities, as well as our cash flows.

These conditions include instability resulting from war, terrorism, insurrections and civil unrest, political conflict, and changing economic conditions, such as inflation, deflation, interest rate volatility and credit availability.

resources than we do.

In addition, third-party payers are increasingly challenging the reimbursement models and prices charged for medical products and services.

Such events could result in preventative or protective measures or other actions by governments and private health institutions that could negatively impact local or global economic conditions and result in reductions in the demand for certain of our products, negatively impacting our business, financial condition and results of operations.

We also have products and systems that connect to the internet, hospital networks, electronic medical record systems or electronic health record systems.

that are managed, hosted, provided and/or used by third-party vendors, to operate our business.

Further, we expect that the breadth and complexity of our IT systems and infrastructure will increase as we expand our product offerings to utilize cloud technologies and potentially artificial intelligence, which present inherent enterprise technology risks, including those related to privacy, data protection and cybersecurity, that need to be managed.

The foregoing could expose us to further risk of potential breaches, failures, interruptions and disruptions.

While we are continuing to modernize our IT systems and infrastructure (such as hardware, software and operating systems), there are still technologies in operation that are more vulnerable to risk of failures, interruptions and disruptions.

In addition, while we continue to enhance business continuity and disaster recovery plans and strategies, there is no guarantee that such plans and strategies will be effective or account for all eventualities.

We have experienced, and could in the future experience, the failure, interruption or disruption of the functionality of our IT systems and infrastructure, or those of third-party vendors upon which we rely, which could impair our ability or that of our customers, suppliers and other business partners to conduct business, result in the loss of BD trade secrets or otherwise compromise personal, confidential or proprietary information of BD or its customers, suppliers and other business partners, or of patients, result in efficacy or safety concerns for certain of our products, result in reputational harm to our business and result in actions by regulatory bodies or civil litigation.

For example, through our cybersecurity monitoring tools and processes, we recently identified incidents of unauthorized activity on a portion of our IT systems, in which certain information relating to BD’s IT infrastructure and service credentials for certain BD Diagnostics Solutions, BD PyxisTM, and Parata products utilized by laboratories, hospitals and pharmacies (the “Product Service Credentials”) were accessed and/or exfiltrated.

After becoming aware of the incidents, BD terminated the unauthorized access, applied additional security measures, and is working with customers to update these Product Service Credentials.

While an unauthorized party would have to penetrate a customer’s local network and, in some cases, may also need to be physically present at the instrument in order to use these Product Service Credentials, until these credentials are updated, there is a risk of unauthorized access that may impact the confidentiality, integrity and/or availability of the relevant products and associated systems or data.

To date, we have not been made aware of any unauthorized use of these Product Service Credentials.

In addition, certain factors, such as growth through acquisitions, rapid technology evolution, including increased adoption of artificial intelligence, and geopolitical events, have increased cybersecurity risks.

In this increasingly hostile environment, we, and our third-party vendors could experience, a loss, unauthorized access to or disclosure or other compromise of personal, confidential or proprietary information, including information regarding third parties, such as customers and patients, due to a number of causes, including, but not limited to, the exploitation of system vulnerabilities, cyberattacks, unauthorized access to our products, improper data handling, breakdowns of our IT systems and infrastructure or other cybersecurity incidents or breaches.

In addition, acquisitions, and the integration of acquired companies into the Company’s existing and future IT systems and infrastructure, including with third-party vendors and processes, inherently presents cybersecurity risks, such as exposing us to vulnerabilities and threats that were previously unknown or unmanaged.

While we attempt to mitigate these risks through due diligence, risk assessments and the implementation of cybersecurity controls and protocols during and after the acquisition process, there can be no assurance that such measures will be sufficient to prevent, mitigate or remediate cybersecurity incidents or breaches, which could have a material adverse effect on our business, financial condition and results of operations.

These prices may continue to fluctuate based on many factors beyond our control.

We continuously explore

alternative routes, transportation modes, and replenishment timings to preempt and mitigate associated risks, but no assurance can be given that these efforts will adequately address these challenges and disruptions.

Companies generally have two years from the effective date to comply with the new requirements of the NESHAP.

We are in the process of implementing certain changes to our facilities in accordance with NESHAP’s requirements, and such measures will require additional implementation and ongoing operational costs, including investments in certain new technologies.

In addition, on April 13, 2023, the EPA published a Pesticide Registration Review: Proposed Interim Decision and Draft Risk Assessment Addendum for Ethylene Oxide (“PID”).

The EPA has not yet finalized the PID, which regulates the use of ethylene oxide as a sterilant and is intended to mitigate any human health and environmental risks associated with its use.

BD has business continuity plans in

There has been, and in the future there may be additional, legislation or regulations enacted or promulgated in the United States and in other jurisdictions in which we do business that impose more stringent restrictions and requirements on our operations than our historical legal or regulatory obligations as well as additional disclosure or reporting requirements.

We have experienced, and companies in our supply chain may experience, increased compliance burdens and costs to meet the regulatory obligations.

Additionally, the impacts of climate change may further influence customer and other stakeholder preferences and requirements.

This includes increased demand for more sustainable products, including products with lower environmental footprints, and for companies to produce and demonstrate progress against sustainability goals and GHG reduction targets, including product-level GHG emissions data.

Failure to meet stakeholder expectations or our own goals or commitments relating to sustainability or GHG emissions reductions, provide sustainable products or demonstrate GHG reductions could potentially result in loss of market share, reputational impacts, or an inability to attract and retain customers.

Any such lawsuits, governmental investigations, subpoenas and

In addition, even if the Company believes it has meritorious defenses, from time to time the Company engages in settlement discussions and mediation and considers settlements taking into account various factors including, among other things, developments in such legal proceedings and the resulting risks and uncertainties.

These activities have resulted in settlements for certain matters and going forward could result in further settlements, any of which may be confidential and could be significant and result in charges in excess of accruals.

For example, the FDA’s increased oversight of laboratory developed tests may impact certain of our customers and, as a result, could affect our financial performance.

to market our products in those countries.

In addition, changes we have made, or may make in the future, to our products have been, or may in the future be, subject to U.S. or foreign regulatory review, including additional 510(k) clearance, PMA approval and other marketing authorizations (such as, but not limited to, with respect to BD AlarisTM pumps and related sets and BD VacutainerTM).

We have made modifications to certain of our products in the past and have determined based on our review of our internal documentation and data and the applicable FDA or foreign regulations and guidance that in certain instances new 510(k) clearances or other premarket submissions were not required.

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

In addition, the Federal Reserve in the U.S. and other central banks in various countries have raised, and may again raise, interest rates in response to concerns about inflation, which, coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks.

Interest rate increases or other government actions taken to reduce inflation could also result in recessionary pressures in many parts of the world.

In addition, we have previously experienced delays in collecting government receivables in certain countries due to economic conditions, and we may experience similar delays in the future in these and other countries or regions experiencing financial problems.

We also experience longer payment terms for account receivables in foreign jurisdictions than we experience in the U.S., and we face increased difficulty in establishing, staffing and managing our foreign operations.

Any alleged or actual violations of these laws may subject us to government investigations and significant criminal

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.

The COVID-19 pandemic changed the ways healthcare services are delivered due to budget constraints and staffing shortages, particularly shortages of nursing staff, which could impact the future demand for our products and services.

The military conflict between Russia and Ukraine may adversely affect our business, financial condition and results of operations.

The military conflict in Ukraine has increased global economic and political uncertainty.

Furthermore, governments in the U.S., United Kingdom, and European Union have each imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia, and additional controls and sanctions could be enacted in the future.

We continue to actively monitor the situation in Russia and Ukraine and assess its impact on our business, including our suppliers and customers.

However, it is possible that the conflict in Ukraine may escalate or expand, and the scope, extent and duration of the military action, current or future sanctions and resulting market and geopolitical disruptions could be significant.

We cannot predict the impact the conflict may have on the global economy or our business, financial condition and operations in the future.

The Russia and Ukraine conflict may also heighten the impact of other risks factors described herein.

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 sources, disruptions in the global supply chain, decreased demand for certain of our products, disruptions to our global technology infrastructure, including through cyberattacks, ransom attacks or cyber-intrusion, adverse changes in international trade policies and relations, increased exposure to foreign currency fluctuations, and constraints, volatility or disruptions in the credit and capital markets.

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

In this increasingly hostile environment, we, or our third-party providers, could suffer a loss or disclosure of certain business information (or information regarding third parties stored in our systems) due to any number of causes ranging from catastrophic events or power outages to improper data handling or security breaches.

These breaches and cyberattacks could result in our intellectual property and other confidential or proprietary information being accessed, destroyed or stolen, which could adversely affect our competitive position in the market.

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

Cyberattacks are becoming more sophisticated, frequent and adaptive.

or otherwise, could adversely impact future operating results.

These prices may continue to fluctuate based on many factors beyond our control, including but not limited to, changes in general economic conditions, labor costs, transportation costs, competition and currency exchange rates.

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.

Additionally, the impacts of climate change may further influence customer preferences and requirements, such as increased demand for products with lower environmental footprints, and for companies to produce and demonstrate progress against GHG reduction plans and targets.

Failure to provide climate-friendly products or demonstrate GHG reductions could potentially result in loss of market share.

Financial Statements and Supplementary Data.

operating under a warning letter issued by 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.

These privacy, security and data protection laws and regulations could impose significant limitations, require changes to our policies, practices, and processes and in some cases impose restrictions on our use or storage of personal information.

For instance, the European General Data Protection Regulation (the “GDPR”), applicable as of 2018 and still one of the strictest and most comprehensive privacy laws in the world, is being continuously enforced, and increasingly heavy fines for GDPR violations are now being levied on businesses.

Fines for noncompliance with the GDPR can amount to up to €20 million or 4% of the total worldwide annual turnover from the preceding financial year (whichever is higher) and may be imposed in conjunction with the exercise of the authority’s investigatory and corrective powers.

The GDPR’s extraterritorial scope makes it applicable to our U.S.-based legal entities whenever our business activities, systems and products process the personal data of EU residents.

Additionally, privacy laws, rules and regulations are also rapidly developing in other countries and at the state level in the U.S. in parallel with federal privacy laws protecting sensitive health information.

These varying laws, rules, regulations and industry standards impact BD businesses to the extent they rely on the use of personal data and create significant compliance challenges while maintaining our global reach.

partners.

Any such action may not

Risks relating to spin-off of Embecta Corp.

Additionally, there can be no assurances that BD will be able to achieve the full strategic and financial benefits that are expected to result from the spin-off.

We continue to pursue growth opportunities in emerging markets, which include the following geographic regions: Eastern Europe, the Middle [removed: East, Africa,] [added: East and Africa (collectively referred to below as “EMA”), as well as,] Latin America and certain countries within Greater Asia.

- Focusing on [removed: our] [added: a strong portfolio of] core [added: leading] products, [removed: services and] solutions [added: and services] that deliver greater benefits to patients, healthcare workers and researchers;

- Accelerating innovation in smart devices, robotics, analytics, and artificial intelligence in order to enable new care settings, [added: improve outcomes,] streamline care [removed: workflows] [added: workflows,] and [removed: remove administrative burdens for] [added: reduce costs within] healthcare [removed: providers;][added: settings;]

- Driving operating effectiveness and margin expansion [removed: by increasing] [added: through deployment of our BD Excellence program to increase] factory productivity and asset efficiencies;

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

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

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

[removed: On] [added: In] April [removed: 1,] 2022, we completed the spin-off of our former Diabetes Care business as a separate publicly traded company.

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

Our operations, supply chain, suppliers and customers are exposed to various global macroeconomic [removed: factors.][added: factors and we continually evaluate macroeconomic conditions to assess their potential impact to our operations and financial results.]

[removed: The] [added: Macroeconomic] factors which [removed: were most impactful to] [added: affected] our [added: operations and impacted results in] fiscal year [removed: 2023 results] [added: 2024] included the following:

[removed: Current] [added: In addition, current] healthcare delivery has transitioned more care from acute to non-acute settings and has increased focus on chronic disease management; this transition has placed additional financial pressure on hospitals and the broader healthcare system.

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

Certain geopolitical conditions, including the evolving situations in Ukraine, the Middle East and Asia, may [removed: contribute to the] [added: impact global] macroeconomic [removed: conditions] [added: conditions, including those] discussed above.

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

Our ability to sustain our long-term growth will depend on a number of factors, including our ability to expand our core business (including [added: strategic] geographical expansion), [added: and] develop innovative new products, [removed: and] [added: as well as] continue to improve operating efficiency and organizational effectiveness.

Worldwide revenues in [removed: 2023] [added: 2024] of [removed: $19.372] [added: $20.178] billion increased [removed: 2.7%] [added: 4.2%] from the prior-year period.

| | | | Increase (decrease) in [removed: current-period] [added: current-year] revenues | | | | | | | | |

| Volume/other [added: (a)] | | | [removed: 3.0] [added: 4.2] | | % | | | | | | |

| Increase in revenues from the prior-year period | | | [removed: 2.7] [added: 4.2] | | % | | | | | | |

[removed: Our fiscal year 2023 revenues reflected sales in our Life Sciences segment] [added: - Revenues] related to COVID-19-only diagnostic testing on the BD VeritorTM Plus and BD MaxTM Systems [added: in the Integrated Diagnostic Solutions unit] of $73 [removed: million,] [added: million] compared with revenues [removed: from such testing products] in 2022 of $511 [removed: million.][added: million and 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; partially offset by]

Our financial position remains strong, with cash flows from continuing operating activities totaling [removed: $2.990] [added: $3.844] billion in [removed: 2023.][added: 2024.]

At September 30, [removed: 2023,] [added: 2024,] we had [removed: $1.489] [added: $2.301] billion in cash and equivalents and short-term investments, including restricted cash.

[removed: A stronger U.S. dollar, compared to the prior-year period, resulted in an unfavorable] [added: The fiscal year 2024 impact of] foreign currency translation [removed: impact to] [added: on] our revenues [added: is provided above] and [removed: earnings during] [added: the impact on] our [removed: fiscal year 2023.][added: earnings is provided further below.]

| | | | | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | | | | | | | | | | | |

| (Millions of dollars) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Total Change | | | | | | Estimated FX Impact | | | | | | FXN Change | | | | | | Total Change | | | | | | Estimated FX Impact | | | | | | FXN Change | | |

| Medication Delivery Solutions | | | $ | [removed: 4,293] [added: 4,429] | | | | | $ | [removed: 4,308] [added: 4,293] | | | | | $ | [removed: 4,101] [added: 4,308] | | | | | [removed: (0.3)] [added: 3.2] | | % | | | | [removed: (1.9)] [added: (0.1)] | | % | | | | [removed: 1.6] [added: 3.3] | | % | | | | [removed: 5.0] [added: (0.3)] | | % | | | | [removed: (1.8)] [added: (1.9)] | | % | | | | [removed: 6.8] [added: 1.6] | | % |

| Medication Management Solutions | | | [removed: 2,980] [added: 3,297] | | | | | | [removed: 2,533] [added: 2,980] | | | | | | [removed: 2,432] [added: 2,533] | | | | | | [removed: 17.6] [added: 10.7] | | % | | | | [removed: (1.0)] [added: 0.2] | | % | | | | [removed: 18.6] [added: 10.5] | | % | | | | [removed: 4.1] [added: 17.6] | | % | | | | [removed: (1.5)] [added: (1.0)] | | % | | | | [removed: 5.6] [added: 18.6] | | % |

| Pharmaceutical Systems | | | [removed: 2,229] [added: 2,273] | | | | | | [removed: 2,001] [added: 2,229] | | | | | | [removed: 1,828] [added: 2,001] | | | | | | [removed: 11.4] [added: 2.0] | | % | | | | [removed: (1.7)] [added: 0.2] | | % | | | | [removed: 13.1] [added: 1.8] | | % | | | | [removed: 9.5] [added: 11.4] | | % | | | | [removed: (5.0)] [added: (1.7)] | | % | | | | [removed: 14.5] [added: 13.1] | | % |

| Total Medical revenues | | | $ | [removed: 9,502] [added: 10,074] | | | | | $ | [removed: 8,841] [added: 9,502] | | | | | $ | [removed: 8,361] [added: 8,841] | | | | | [removed: 7.5] [added: 6.0] | | % | | | | [removed: (1.6)] [added: —] | | % | | | | [removed: 9.1] [added: 6.0] | | % | | | | [removed: 5.7] [added: 7.5] | | % | | | | [removed: (2.4)] [added: (1.6)] | | % | | | | [removed: 8.1] [added: 9.1] | | % |

The Medical segment’s revenue growth in 2023 [added: primarily] reflected the following.

The Medical segment’s revenue growth in [removed: 2022] [added: 2024 primarily] reflected the following.

| (Millions of dollars) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Medical segment operating income | | | $ | [removed: 1,967] [added: 2,742] | | | | | $ | [removed: 2,215] [added: 1,967] | | | | | $ | [removed: 1,985] [added: 2,215] | |

| *Segment operating income as % of Medical revenues* | | | [removed: *20.7*] [added: *27.2*] | | *%* | | | | [removed: *25.1*] [added: *20.7*] | | *%* | | | | [removed: *23.7*] [added: *25.1*] | | *%* |

The Medical segment's operating income [added: as a percentage of revenues] in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] compared with the prior-year periods, reflected the following:

[removed: ◦Charges of $653 million, which unfavorably impacted] [added: ◦A favorable comparison to] gross [removed: profit] margin in [removed: 2023] [added: 2023, which was impacted] by [removed: approximately 6.9%,] [added: $653 million of charges] related to estimated future costs associated with the Medication Management Solutions unit’s remediation efforts related to AlarisTM infusion pumps, [removed: compared with charges in 2022] [added: as well as lower manufacturing costs, which resulted from continuous improvement projects and other productivity initiatives that enhanced the efficiency] of [removed: $72 million.][added: our operations; partially offset by]

◦Lower manufacturing costs resulting from continuous improvement [removed: projects, which enhanced the efficiency of our operations,] [added: projects] and pricing.

- The Medical segment’s higher gross profit margin in [removed: 2022] [added: 2024] compared with [removed: 2021] [added: 2023] primarily reflected the following:

[removed: -] Selling and administrative expense as a percentage of revenues in 2023 was lower compared with 2022 due to lower selling and shipping costs.

Acquisition of Edwards Lifesciences’ Critical Care Product Group

On September 3, 2024, we completed the acquisition of Edwards Lifesciences’ Critical Care product group (“Critical Care”), which we renamed as BD Advanced Patient Monitoring (“Advanced Patient Monitoring”), for total consideration of $3.911 billion.

Advanced Patient Monitoring is a global leader in advanced monitoring solutions that expands BD’s portfolio of smart connected care solutions with its growing set of leading monitoring technologies, advanced AI-enabled clinical decision tools and robust innovation pipeline that complement our existing technologies serving operating rooms and intensive care units.

BD reports the results associated with Advanced Patient Monitoring’s product offerings as a separate organizational unit within our Medical segment and additional disclosures relating to this acquisition are provided in Notes 8, 11 and 16 to the consolidated financial statements contained in Item 8.

- As anticipated, market dynamics in China, such as volume-based procurement programs (“VoBP”) and the government’s focus to improve compliance of healthcare practitioners, had an adverse impact on our results of operations and these dynamics could continue to unfavorably impact our results of operations.

- As is further discussed below, our labor costs were generally higher in our fiscal year 2024 compared with the prior-year period.

We have experienced, and may continue to experience, temporary shortages in supply of certain materials or components that are used in our products.

The stable flow of global transport is critical to our operations and as such, events affecting the flow of logistics around the globe may adversely impact our supply chain and distribution channels.

In general, major disruptions in the sourcing, manufacturing and distribution of our products could adversely impact our results of operations.

Also, reductions or delays in governmental research funding and/or higher interest rates could cause customers for our instruments and reagents to delay or forgo purchases of these products.

| Pricing | | | 0.7 | | % | | | | | | |

| Foreign currency impact | | | (0.1) | | % | | | | | | |

| Impact due to sale of Surgical Instrumentation platform | | | (0.7) | | % | | | | | | |

| Acquisition of Advanced Patient Monitoring | | | 0.4 | | % | | | | | | |

| Other (b) | | | (0.3) | | % | | | | | | |

(a) Volume/other includes revenues attributable to products, services and licensing.

(b) Represents the recognition of accruals resulting from recent developments relating to the Italian government medical device pay back legislation, as well as another legal matter, and which substantially relate to years prior to the current fiscal year.

Additional disclosures regarding these legislative and legal matters are provided in Notes 6 and 8 to the consolidated financial statements contained in Item 8.

We continued to return value to our shareholders in the form of dividends and during fiscal year 2024, we paid cash dividends to common shareholders of $1.100 billion.

Updates to Financial Results Reported in Earnings Release

On November 7, 2024, we furnished a Current Report on Form 8-K that included as an exhibit a press release announcing our financial results for the fourth fiscal quarter and the fiscal year ended September 30, 2024 (the “Earnings Release”).

On November 22, 2024 and subsequent to furnishing the Earnings Release, we received the Dispensing Warning Letter, as more fully discussed under Item 1.

Business— Regulation—FDA

Warning Letters.

A charge of $28 million to recognize our currently estimated liability for future costs expected to be incurred to address the non-conformities identified in the Dispensing Warning Letter was recorded to *Cost of products sold* for the three-month period and fiscal year ended September 30, 2024.

The charge, which is included in the “Specified Items” section below, impacted our financial results for the fiscal year ended September 30, 2024, included in this Annual Report on Form 10-K, as follows:

- *Cost of product sold* (from $11.025 billion reported in the Earnings Release to $11.053 billion);

- *Operating Income* (from $2.425 billion reported in the Earnings Release to $2.397 billion);

- *Net Income from Continuing Operations* (from $1.726 billion reported in the Earnings Release to $1.705 billion); and

- *Diluted Earnings per Share from Continuing Operations* (from $5.93 reported in the Earnings Release to $5.86).

| Advanced Patient Monitoring | | | 74 | | | | | | — | | | | | | — | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | |

"NM" denotes that the percentage change is not meaningful.

- Strong global demand for the Medication Delivery Solutions unit’s Vascular Access Management portfolio, as well as strong U.S. demand for medication delivery products, partially offset by the impact of unfavorable market dynamics in China.

- Double-digit growth in sales of infusion systems, as well as higher utilization of infusion sets within the Medication Management Solutions unit, partially offset by an unfavorable comparison to stronger placements of dispensing solutions in 2023.

- Double-digit growth in sales of the Pharmaceutical Systems unit’s prefillable solutions in the biologic drug category, partially offset by customer order patterns relating to other drug categories.

- Overall Medical segment revenue growth in 2024 also reflected the acquired Advanced Patient Monitoring unit’s sales beginning on September 3, 2024.

◦An unfavorable impact of $59 million due to a fair value step-up adjustment relating to Advanced Patient Monitoring's inventory on the acquisition date, higher raw material and labor costs, as well as unfavorable foreign currency translation.

◦The $653 million of charges noted above related to product remediation efforts compared with charges in 2022 related to the same efforts of $72 million.

The fiscal year 2023 charge impacted gross margin by approximately 6.9%.

- Strong growth in sales of the Integrated Diagnostic Solutions unit’s specimen management portfolio, partially offset by an unfavorable comparison to higher respiratory testing revenues in 2023, including COVID-19-only diagnostic testing revenues.

We are primarily focused on certain countries whose healthcare systems are expanding.

- Developing and maintaining a strong portfolio of leading products and solutions that address significant unmet clinical needs, improve outcomes, and reduce costs;

- Inflation continued to drive higher costs of raw materials, electronic components, labor, energy, and logistical services.

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.

- The availability of energy sources in certain markets, as well as the availability of certain raw materials and electronic components on a global basis.

- 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.

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.

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

| Period-over-period decline in revenues related to COVID-19-only testing | | | (2.3) | | % | | | | | | |

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

| Foreign currency translation | | | (1.8) | | % | | | | | | |

We continued to return value to our shareholders in the form of dividends.

During fiscal year 2023, we paid cash dividends of $1.114 billion, including $1.046 billion paid to common shareholders and $68 million paid to preferred shareholders.

- Strong global sales of the Medication Delivery Solutions unit’s catheters and other vascular care products, which were particularly driven by competitive gains for peripherally inserted intravenous catheter and flush products.

- Strong growth in global placements of the Medication Management Solutions unit’s dispensing systems, partially offset by an unfavorable comparison to revenues in 2021, which benefited from pandemic-related demand for infusion pumps and sets.

Our acquisition of Parata Systems in 2022 also contributed to 2022 revenue growth in the Medication Management Solutions unit.

- Continued high demand for Pharmaceutical Systems unit’s prefillable solutions in the high-growth markets for biologic drugs and vaccines.

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

◦Favorable product mix with higher sales of high value-added products in the Medication Delivery Systems and Medication Management Solutions units.

◦Continuous improvement projects which enhanced the efficiency of our operations, as well as favorable impacts from price and foreign currency translation; partially offset by

◦Higher raw material and freight costs, a noncash asset impairment charge of $54 million recorded to write down the carrying value of certain fixed assets, as well as charges of $72 million recorded in 2022 for estimated future remediation costs, as noted above, compared with charges of $56 million in 2021.

As previously discussed above, the Integrated Diagnostic Solutions unit’s revenues related to COVID-19-only diagnostic testing on the BD VeritorTM Plus and BD MaxTM Systems in 2023 were $73 million compared with revenues in 2022 of $511 million, which compared to revenues related to such products of $1.956 billion in 2021.

- Wide clinical adoption of the Integrated Diagnostic Solutions unit’s broader respiratory panel and the expanded base of instruments we installed during the peak levels of the pandemic to facilitate COVID-19-only testing, as well as growth attributable to the unit’s specimen management products due to a recovery of routine lab testing to pre-pandemic levels.

- Strong growth in sales of the Biosciences unit's reagents and instruments, including recently launched research instruments, as well as demand driven by continued adoption of the unit’s e-commerce platform.

- The Life Sciences segment’s lower gross profit margin in fiscal year 2022 compared with 2021 primarily reflected the following:

◦The decline in COVID-19-only testing revenues compared with 2021, higher raw material and freight costs; partially offset by

◦A favorable comparison to the prior-year period, which reflected approximately $93 million of excess and obsolete inventory expenses related to COVID-19-only testing inventory, as well as favorable impacts in 2022 from continuous improvement projects in our manufacturing facilities, price, product mix, foreign currency translation and a benefit from licensing income.

- 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.

- Strong sales of the Peripheral Intervention unit’s oncology products and growth attributable to the unit’s fiscal year 2022 acquisition of Venclose, Inc. and the relaunch of our VenovoTM system.

The Peripheral Intervention unit’s revenues in 2022 were unfavorably impacted during the second half of the fiscal year by supply constraints and hospital labor shortages.

- Strong demand for the Urology and Critical Care unit’s acute urology products.

Selling and administrative expense as a percentage of revenues was higher in 2022 compared with 2021, as 2021 benefited from the curtailment of certain selling, travel and other administrative activities due to the COVID-19 pandemic.

U.S. revenue growth in 2022 was unfavorably impacted by a comparison to 2021, which substantially benefited from sales in the Life Sciences segment's Integrated Diagnostic Solutions unit related to COVID-19-only diagnostic testing.

The decline in international revenues in 2022 was primarily driven by an unfavorable comparison to 2021, which substantially benefited from sales in the Life Sciences segment's Integrated Diagnostic Solutions unit related to COVID-19-only diagnostic testing.

This fiscal year 2022 decline in international revenues was partially offset by strong sales in all of the Medical segment’s units, as well as in the Life Sciences segment’s Biosciences unit and the Interventional segment’s Surgery and Peripheral Intervention units.

Operating performance in 2023 and 2022 reflected the following:

- Favorable impacts attributable to our ongoing continuous improvement projects and pricing.

Information with respect to BD’s business segments is included in [removed: Note 8] [added: Notes 8, 11 and 16, respectively,] to the consolidated financial statements contained in Item 8.

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

| Surgery | | | Hernia and soft tissue repair, biological grafts, bioresorbable grafts, biosurgery, and other surgical products, [added: BD Surgiphor™ Antimicrobial Irrigation System,] and BD ChloraPrep™ surgical infection prevention products. | | |

On July 18, 2022, BD completed the acquisition of Parata Systems (“Parata”), an innovative provider of pharmacy automation [removed: solutions, for total cash consideration of $1.548 billion.][added: solutions.]

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

[removed: In addition, the entry into the market of low-cost] [added: cost] manufacturers has created increased pricing pressures.

BD’s customers and [removed: the] [added: their] patients [removed: our customers serve] rely on public and private payers to reimburse [removed: and/or cover] some or all the cost of procedures, products and services.

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

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

[removed: Prior] [added: In order] to [removed: marketing] [added: market] or [removed: selling] [added: sell] most of its products, BD must secure authorization from the FDA and counterpart foreign regulatory agencies.

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

Our [added: U.S.] infusion pump organizational unit is operating under an amended consent decree [added: originally] entered into by [removed: CareFusion] [added: Cardinal Health 303, Inc.] with the FDA in [removed: 2007.][added: 2007 related to its Alaris™ SE infusion pumps.]

In [removed: February] 2009, [removed: CareFusion and] the [removed: FDA amended the consent] decree [added: was amended] (the “Consent Decree”) to include all infusion pumps manufactured by or for CareFusion 303, Inc., [removed: the organizational unit that manufactures and sells] [added: which was acquired by] BD [removed: Alaris™ infusion pumps] in [removed: the United States.][added: 2015.]

Following an inspection that began in March 2020 of our Medication Management Systems facility [removed: (CareFusion 303, Inc.)] in San Diego, [removed: California,] [added: California (CareFusion 303, Inc.),] the FDA issued [removed: to BD] a Form 483 Notice (the [removed: “Form] [added: “2020 Form] 483 Notice”) that [removed: contains] [added: contained] a number of observations [removed: of non-conformance with] [added: regarding] the [added: site’s compliance with] FDA’s [removed: quality system] [added: Quality System, reporting of corrections and removals, and Medical Device Reporting (MDR)] regulations.

In December 2021, the FDA issued to CareFusion 303, Inc. a letter of non-compliance with respect to the Consent Decree (the “Non-Compliance Letter”) stating that, among other things, it had determined that certain of [removed: BD’s] [added: the] corrective actions with respect to the [added: 2020] Form 483 Notice appeared to be adequate, some were still in progress such that adequacy could not be determined yet, and certain others were not adequate (e.g., complaint handling and [removed: corrective and preventive actions (“CAPA”), design verification and medical device reporting).]

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

CareFusion 303, Inc. [added: has and] will [added: continue to] update its [removed: corrective action plan] [added: CAP] to address any observations that may arise during the course of these audits.

The FDA’s review of [added: our responses to] the [removed: items raised] [added: observations specific to the Infusion quality management system] in the [added: 2024] Form 483 Notice and [removed: Non-Compliance Letter remains] [added: the CAP is] ongoing, and no assurances can be given regarding further action by the FDA as a result of the observations, including but not limited to action pursuant to the Consent Decree, or that corrective actions proposed by CareFusion 303, Inc. will be adequate to address these observations.

As of September 30, [removed: 2023,] [added: 2024,] 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.

FDA Warning [removed: Letter][added: Letters]

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

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 [added: ambient air monitoring.]

The final air permits for [added: (i)] the Covington and Madison facilities [added: and (ii) the Covington distribution center] were issued by the EPD on May 5, [removed: 2023.][added: 2023, and July 2, 2024, respectively.]

At a broader level, there is increased focus on the use and emission of ethylene oxide by the U.S. Environmental Protection Agency [added: (“EPA”)] and state environmental regulatory agencies.

[removed: This] [added: Any such] increased regulation could require BD or sterilization service providers, including providers used by BD, to temporarily suspend operations to install additional 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.

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

[removed: On] [added: In addition, on] April 13, 2023, the [removed: U.S. Environmental Protection Agency (“EPA”)] [added: EPA] published a [removed: 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 [removed: Oxide.][added: Oxide (“PID”).]

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

[removed: It is possible that there may also be increased regulation outside the U.S.] If any [added: new or] existing regulatory requirements or [removed: any such proceedings or] rulemaking result in the 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.

As of September 30, [removed: 2023,] [added: 2024,] BD is comprised of approximately [removed: 73,000] [added: 74,000] associates located in [removed: over 62] [added: 61] countries.

[added: 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.

Externally, we are building on our existing momentum and remain involved in [added: efforts to help the medical technology] industry [added: in supporting] ID&E [removed: efforts] [added: by improving health equity and expanding access, including by partnering] with the Advanced Medical Technology Association [removed: (“AdvaMed”) to improve diversity in the medical technology industry.][added: (“AdvaMed”).]

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

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

| BD [removed: 2023] [added: 2024] Workforce Diverse Representation | | | | | | | | | | | | | | |

| Management | | | [removed: 41%] [added: 42%] | | | [removed: +0.4%] [added: +0.7%] | | | 30% | | | +0.2% | | |

| All associates | | | 49% | | | [removed: —] [added: +0.1%] | | | [removed: 41%] [added: 42%] | | | (0.8)% | | |

Our robust manager curriculum is designed to help our more than 8,000 people managers become more effective servant leaders [removed: that] [added: who are equipped with resources to] create work environments that facilitate growth and success.

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

This year, our ARGs continued to host company-wide dialogues and panel sessions to advance our business and cultural priorities and engage and foster conversations and awareness among [removed: associates on timely topics of racial injustice, career progression, social constructs, LGBTQIA+ education and equity, eliminating bias, healthcare inequity and access, and mental/emotional well-being during turbulent times.][added: associates.]

As is further described below, on September 3, 2024, BD completed its acquisition of Edwards Lifesciences’ Critical Care product group (“Critical Care”), which was renamed as BD Advanced Patient Monitoring (“Advanced Patient Monitoring”) and operates as a separate organizational unit within the Company’s Medical segment.

| Advanced Patient Monitoring | | | Advanced hemodynamic monitoring systems used to measure a patient's heart function and fluid status in surgical and intensive care settings. | | |

Edwards Lifesciences’ Critical Care Product Group

On September 3, 2024, BD completed the acquisition of Critical Care, which was renamed as BD Advanced Patient Monitoring.

The fair value of consideration transferred in connection with the acquisition was $3.911 billion.

Since the acquisition date, financial results for Advanced Patient Monitoring’s product offerings are being reported as a separate organizational unit within the Medical segment.

BD funded the transaction with cash on hand, using net proceeds raised through debt issuances in the third quarter of fiscal year 2024, as further discussed in Note 16, and borrowings under our commercial paper program.

Parata

The fair value of consideration transferred in connection with the acquisition was $1.548 billion.

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

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

In addition, the entry into the market of low-

After a device has received 510(k) clearance, premarket (PMA) approval or other marketing authorization for a specific intended use, any change or modification that significantly affects its safety or effectiveness, such as a significant change or changes in the design, materials, method of manufacture or intended use, may require a new marketing authorization.

The determination as to whether or not a modification or series of modifications could significantly affect the device’s safety or effectiveness is initially left to the manufacturer to assess using available guidance; however, regulators may review this determination to evaluate the regulatory status of the modified product at any time and may require the manufacturer to cease marketing and recall the modified device until a new marketing authorization is obtained.

In some cases, BD may determine that an identified product issue does not require a voluntary recall action.

Should a regulator disagree with such a determination, the regulator may require BD to cease marketing of and recall the device until the issue has been corrected.

In addition, BD may be required to seek an additional marketing authorization prior to marketing the corrected device.

CareFusion 303, Inc. remains the legal manufacturer of BD Alaris™ infusion pumps.

corrective and preventive actions, design verification and medical device reporting).

In addition, CareFusion 303, Inc. received an additional Form 483 Notice in May 2024 following an FDA inspection (“2024 Form 483 Notice”) that contained observations related to the site’s compliance with the FDA’s quality system regulations and MDR regulation related to its Infusion quality management system (covered by the Consent Decree) and separate Dispensing quality management system (which is not subject of the Consent Decree).

On November 22, 2024, BD received a Warning Letter from the FDA, which is limited to CareFusion 303, Inc.’s Dispensing quality management system and BD PyxisTM products (“Dispensing Warning Letter”).

See “— FDA Warning Letters” below for further information.

In March 2020, the FDA conducted a subsequent inspection of PAS, which it classified as

As of September 30, 2024, BD has received seven FDA clearances.

As noted above, on November 22, 2024, BD received the Dispensing Warning Letter following an inspection of its facility located in San Diego, California, citing certain alleged violations of the quality system regulations, MDR regulation, the corrections and removals reporting regulation and law.

The Dispensing Warning Letter states that, until BD resolves the outstanding issues covered by the Dispensing Warning Letter, the FDA will not approve any premarket submissions for Class III devices and may not grant requests for certificates to foreign governments concerning devices to which the non-conformances are reasonably related.

As requested by the Dispensing Warning Letter, BD is preparing a comprehensive response to address FDA’s feedback in the Dispensing Warning Letter, which may include implementing additional corrective actions; however, no assurances can be given regarding further action by the FDA as a result of the noted non-conformities, or that corrective actions proposed and taken by CareFusion 303, Inc. will be adequate to address the non-conformities.

Any failure to adequately address the Dispensing Warning Letter may result in regulatory actions initiated by the FDA without further notice, which may include, but are not limited to, seizure, injunction and civil monetary penalties.

As a result, the ultimate resolution of the Dispensing Warning Letter and its impact on the Company’s operations is unknown at this time.

In connection with the receipt of the Dispensing Warning Letter, the Company recorded an accrual in the fourth quarter of fiscal year 2024.

See Note 6 to the consolidated financial statements in “Item 8.

Financial Statements and Supplementary Data.” It is possible that the amount of the Company’s liability could exceed its currently accrued amount.

Ethylene Oxide/Sterilization

By correspondence dated September 6, 2024, the EPD notified BD that the consent order had been terminated by the full and complete performance of each condition.

facilities in East Columbus, NE and Sandy, UT.

On April 5, 2024, the final National Emission Standards for Hazardous Air Pollutants (“NESHAP”): Ethylene Oxide Emissions Standards for Sterilization Facilities regulation issued by the EPA became effective.

Companies generally have two years from the effective date to comply with the new requirements of the NESHAP.

We are in the process of implementing certain changes to our facilities in accordance with NESHAP’s requirements, and such measures will require additional implementation and ongoing operational costs, including investments in certain new technologies.

The EPA has not yet finalized the PID, which regulates the use of ethylene oxide as a sterilant and is intended to mitigate any human health and environmental risks associated with its use.

Each year, we establish annual corporate ID&E goals focused on fostering an inclusive workplace — fair treatment, equal access and opportunity, and acceptance for everyone.

Order backlog is not usually material to BD’s business inasmuch as orders for BD products generally are received and filled on a current basis.

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

CareFusion’s consent decree with the FDA is related to its Alaris™ SE infusion pumps.

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

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

Ethylene Oxide/Consent Order - Covington, Georgia, USA

ambient air monitoring.

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

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

BD submitted comments on these proposed regulations.

We believe this commitment,

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

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 $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 Disability:IN’s Best Places to Work for Disability Inclusion, Bloomberg’s Gender Equality Index,

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.

| Executive | | | 30% | | | (1.3)% | | | 23% | | | 0 | | |

With a deeply-rooted practice of investing in our next generation of leaders, BD offers associates a number of leadership development programs, designed to enable our BD culture, cultivate leadership, and develop key organizational skills, and are delivered through an omnichannel approach that includes digital, virtual, and in person learning opportunities to help our associates learn when and how they like.

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

Additionally, over the last several years in the

For the fiscal year ended September 30, [removed: 2023][added: 2024]

As of March 31, [removed: 2023,] [added: 2024,] the aggregate market value of the registrant’s outstanding common stock held by non-affiliates of the registrant was approximately [removed: $70,252,717,647.][added: $71,455,056,628.]

As of October 31, [removed: 2023, 290,405,122] [added: 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 [removed: 23, 2024] [added: 28, 2025] are incorporated by reference into Part III hereof.

| [Item 1. [removed: Business](#i8cf6cee2c56b41c58413ca235e6d9434_16)] [added: Business](#i27a448c89cec45ef9e3877c9734386ff_16)] | | | [removed: [1](#i8cf6cee2c56b41c58413ca235e6d9434_16)] [added: [1](#i27a448c89cec45ef9e3877c9734386ff_16)] | | |

| [Item 1A. Risk [removed: Factors](#i8cf6cee2c56b41c58413ca235e6d9434_19)] [added: Factors](#i27a448c89cec45ef9e3877c9734386ff_19)] | | | [removed: [11](#i8cf6cee2c56b41c58413ca235e6d9434_19)] [added: [13](#i27a448c89cec45ef9e3877c9734386ff_19)] | | |

| [Information About Our Executive [removed: Officers](#i8cf6cee2c56b41c58413ca235e6d9434_22)] [added: Officers](#i27a448c89cec45ef9e3877c9734386ff_22)] | | | [removed: [23](#i8cf6cee2c56b41c58413ca235e6d9434_22)] [added: [27](#i27a448c89cec45ef9e3877c9734386ff_22)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#i8cf6cee2c56b41c58413ca235e6d9434_25)] [added: Comments](#i27a448c89cec45ef9e3877c9734386ff_25)] | | | [removed: [24](#i8cf6cee2c56b41c58413ca235e6d9434_25)] [added: [28](#i27a448c89cec45ef9e3877c9734386ff_25)] | | |

| [Item 2. [removed: Properties](#i8cf6cee2c56b41c58413ca235e6d9434_28)] [added: Properties](#i27a448c89cec45ef9e3877c9734386ff_28)] | | | [removed: [24](#i8cf6cee2c56b41c58413ca235e6d9434_28)] [added: [30](#i27a448c89cec45ef9e3877c9734386ff_28)] | | |

| [Item 3. Legal [removed: Proceedings](#i8cf6cee2c56b41c58413ca235e6d9434_31)] [added: Proceedings](#i27a448c89cec45ef9e3877c9734386ff_31)] | | | [removed: [24](#i8cf6cee2c56b41c58413ca235e6d9434_31)] [added: [31](#i27a448c89cec45ef9e3877c9734386ff_31)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i8cf6cee2c56b41c58413ca235e6d9434_34)] [added: Disclosures](#i27a448c89cec45ef9e3877c9734386ff_34)] | | | [removed: [24](#i8cf6cee2c56b41c58413ca235e6d9434_34)] [added: [31](#i27a448c89cec45ef9e3877c9734386ff_34)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i8cf6cee2c56b41c58413ca235e6d9434_40)] [added: Securities](#i27a448c89cec45ef9e3877c9734386ff_40)] | | | [removed: [25](#i8cf6cee2c56b41c58413ca235e6d9434_40)] [added: [32](#i27a448c89cec45ef9e3877c9734386ff_40)] | | |

| [Item 6. [removed: (Reserved)](#i8cf6cee2c56b41c58413ca235e6d9434_43)] [added: (Reserved)](#i27a448c89cec45ef9e3877c9734386ff_43)] | | | [removed: [25](#i8cf6cee2c56b41c58413ca235e6d9434_43)] [added: [32](#i27a448c89cec45ef9e3877c9734386ff_43)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i8cf6cee2c56b41c58413ca235e6d9434_46)] [added: Operations](#i27a448c89cec45ef9e3877c9734386ff_46)] | | | [removed: [26](#i8cf6cee2c56b41c58413ca235e6d9434_46)] [added: [33](#i27a448c89cec45ef9e3877c9734386ff_46)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i8cf6cee2c56b41c58413ca235e6d9434_49)] [added: Risk](#i27a448c89cec45ef9e3877c9734386ff_49)] | | | [removed: [50](#i8cf6cee2c56b41c58413ca235e6d9434_49)] [added: [57](#i27a448c89cec45ef9e3877c9734386ff_49)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i8cf6cee2c56b41c58413ca235e6d9434_52)] [added: Data](#i27a448c89cec45ef9e3877c9734386ff_52)] | | | [removed: [51](#i8cf6cee2c56b41c58413ca235e6d9434_52)] [added: [58](#i27a448c89cec45ef9e3877c9734386ff_52)] | | |

| [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i8cf6cee2c56b41c58413ca235e6d9434_136)] [added: Disclosure](#i27a448c89cec45ef9e3877c9734386ff_133)] | | | [removed: [106](#i8cf6cee2c56b41c58413ca235e6d9434_136)] [added: [113](#i27a448c89cec45ef9e3877c9734386ff_133)] | | |

| [Item 9A. Controls and [removed: Procedures](#i8cf6cee2c56b41c58413ca235e6d9434_139)] [added: Procedures](#i27a448c89cec45ef9e3877c9734386ff_136)] | | | [removed: [106](#i8cf6cee2c56b41c58413ca235e6d9434_139)] [added: [113](#i27a448c89cec45ef9e3877c9734386ff_136)] | | |

| [Item 9B. Other [removed: Information](#i8cf6cee2c56b41c58413ca235e6d9434_142)] [added: Information](#i27a448c89cec45ef9e3877c9734386ff_139)] | | | [removed: [106](#i8cf6cee2c56b41c58413ca235e6d9434_142)] [added: [113](#i27a448c89cec45ef9e3877c9734386ff_139)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i8cf6cee2c56b41c58413ca235e6d9434_145)] [added: Inspections](#i27a448c89cec45ef9e3877c9734386ff_142)] | | | [removed: [106](#i8cf6cee2c56b41c58413ca235e6d9434_145)] [added: [114](#i27a448c89cec45ef9e3877c9734386ff_142)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i8cf6cee2c56b41c58413ca235e6d9434_151)] [added: Governance](#i27a448c89cec45ef9e3877c9734386ff_148)] | | | [removed: [107](#i8cf6cee2c56b41c58413ca235e6d9434_151)] [added: [115](#i27a448c89cec45ef9e3877c9734386ff_148)] | | |

| [Item 11. Executive [removed: Compensation](#i8cf6cee2c56b41c58413ca235e6d9434_154)] [added: Compensation](#i27a448c89cec45ef9e3877c9734386ff_151)] | | | [removed: [107](#i8cf6cee2c56b41c58413ca235e6d9434_154)] [added: [115](#i27a448c89cec45ef9e3877c9734386ff_151)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i8cf6cee2c56b41c58413ca235e6d9434_157)] [added: Matters](#i27a448c89cec45ef9e3877c9734386ff_154)] | | | [removed: [107](#i8cf6cee2c56b41c58413ca235e6d9434_157)] [added: [115](#i27a448c89cec45ef9e3877c9734386ff_154)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i8cf6cee2c56b41c58413ca235e6d9434_160)] [added: Independence](#i27a448c89cec45ef9e3877c9734386ff_157)] | | | [removed: [107](#i8cf6cee2c56b41c58413ca235e6d9434_160)] [added: [115](#i27a448c89cec45ef9e3877c9734386ff_157)] | | |

| [Item 14. Principal Accounting Fees and [removed: Services](#i8cf6cee2c56b41c58413ca235e6d9434_163)] [added: Services](#i27a448c89cec45ef9e3877c9734386ff_160)] | | | [removed: [107](#i8cf6cee2c56b41c58413ca235e6d9434_163)] [added: [115](#i27a448c89cec45ef9e3877c9734386ff_160)] | | |

| [Item 15. Exhibits, Financial Statement [removed: Schedules](#i8cf6cee2c56b41c58413ca235e6d9434_169)] [added: Schedules](#i27a448c89cec45ef9e3877c9734386ff_166)] | | | [removed: [108](#i8cf6cee2c56b41c58413ca235e6d9434_169)] [added: [116](#i27a448c89cec45ef9e3877c9734386ff_166)] | | |

| [Item 16. Form 10-K [removed: Summary](#i8cf6cee2c56b41c58413ca235e6d9434_172)] [added: Summary](#i27a448c89cec45ef9e3877c9734386ff_169)] | | | [removed: [108](#i8cf6cee2c56b41c58413ca235e6d9434_169)] [added: [116](#i27a448c89cec45ef9e3877c9734386ff_166)] | | |

| 3.519% Notes due February 8, 2031 | | | | | | BDX31 | | | | | | New York Stock Exchange | | |

| 3.828% Notes due June 7, 2032 | | | | | | BDX32A | | | | | | New York Stock Exchange | | |

| [PART I](#i27a448c89cec45ef9e3877c9734386ff_13) | | | [1](#i27a448c89cec45ef9e3877c9734386ff_13) | | |

| [Item 1C.](#i27a448c89cec45ef9e3877c9734386ff_1423) [Cybersecurity](#i27a448c89cec45ef9e3877c9734386ff_1423) | | | [28](#i27a448c89cec45ef9e3877c9734386ff_1423) | | |

| [PART II](#i27a448c89cec45ef9e3877c9734386ff_37) | | | [32](#i27a448c89cec45ef9e3877c9734386ff_37) | | |

| [PART III](#i27a448c89cec45ef9e3877c9734386ff_145) | | | [115](#i27a448c89cec45ef9e3877c9734386ff_148) | | |

| [PART IV](#i27a448c89cec45ef9e3877c9734386ff_163) | | | [116](#i27a448c89cec45ef9e3877c9734386ff_163) | | |

| [EXHIBIT INDEX](#i27a448c89cec45ef9e3877c9734386ff_172) | | | [117](#i27a448c89cec45ef9e3877c9734386ff_172) | | |

| [SIGNATURES](#i27a448c89cec45ef9e3877c9734386ff_175) | | | [123](#i27a448c89cec45ef9e3877c9734386ff_175) | | |

| [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) | | |

Risk Management and Strategy

BD’s cybersecurity risk management program is focused on maintaining the confidentiality, integrity and availability of BD products, manufacturing and distribution operational technology (“OT”), enterprise IT and BD data.

We incorporate cybersecurity risk management into our systems and processes, which we strive to align with multiple industry-leading cybersecurity standards, including the Joint Security Plan issued by the Health Sector Coordinating Council for BD products and guidelines issued by the National Institute of Standards and Technology (NIST) for our manufacturing and distribution OT and enterprise IT.

Our commitment to cybersecurity includes a total life cycle approach to protecting BD products, manufacturing and distribution OT, enterprise IT and BD data.

Using various tools and techniques, we proactively monitor for suspicious activity and perform risk assessments (including independent third-party risk assessments), penetration testing and vulnerability scanning to identify potential threats and vulnerabilities.

We also collaborate with government and industry leaders to gather and share cybersecurity threat intelligence.

We provide mandatory annual cybersecurity awareness training for our 70,000+ associates, and we send phishing simulation emails monthly to all associates who use a BD email address and an assigned computing device.

We also use tools to monitor unintentional sharing of personal, confidential and proprietary information.

Our cybersecurity risk management program includes a documented incident response and critical incident management plan to identify, assess and manage the potential impact of cybersecurity threats or vulnerabilities and prioritize risk mitigation and/or remediation measures to safeguard BD products, manufacturing and distribution OT, enterprise IT and BD data.

We strive to align BD Information Security policies and procedures with industry best practices, including the NIST Cybersecurity Framework, International Organization for Standardization (“ISO”)/International Electrotechnical Commission (IEC) 27001:2022 standards for information security, Underwriters Laboratories (“UL”) 2900-1 Cybersecurity Standard for Medical Devices, and U.S. Food and Drug Administration’s pre-market and post-market guidance for cybersecurity in medical devices.

In 2022, BD achieved ISO/IEC 27001:2022 certification at the enterprise level, demonstrating that BD’s Information Security Management System (ISMS) conforms to internationally recognized cybersecurity standards.

In July 2024, BD engaged a third-party auditor to complete its second enterprise-level annual surveillance audit for ISO 27001, which determined that BD continues to meet these rigorous standards.

These policies and procedures establish processes for handling data, assets, systems and other technology resources to help protect BD products, manufacturing and distribution OT, enterprise IT and BD data.

We also incorporate cybersecurity risk management into our Enterprise Risk Management (“ERM”) program.

Through our ERM program, we identify, assess and manage a broad range of risks across our businesses, regions and functions, and we align our risk management efforts with our corporate strategy.

Our enterprise IT, manufacturing and distribution OT, third-party and product cybersecurity risks are each assessed as part of our ERM program.

As part of our cybersecurity risk management program, we engage a range of third-party experts each year, including advisors, consultants and auditors, to evaluate and enhance our program through security attestations and certifications, maturity assessments and security testing.

We also engage third parties for staff augmentation to strengthen our cybersecurity program through additional dedicated resources.

In addition, we actively engage with intelligence agencies, law enforcement, and advocacy and industry groups.

We also identify, assess and manage risks associated with our use of third-party service providers and maintain a third-party risk management program that monitors third-party cybersecurity risk throughout the procurement lifecycle—from planning and sourcing through relationship conclusion.

This program includes supplier cybersecurity vetting at the time of engagement, cybersecurity risk assessments and cybersecurity vulnerability monitoring.

Our third-party risk management program is aligned with NIST and ISO/IEC frameworks and is focused on continuous improvement through intelligence sharing with industry groups.

There can be no assurance that such measures will be sufficient to prevent, mitigate or remediate cybersecurity incidents or breaches.

Although we have experienced cyberattacks as discussed in “Item 1A, Risk Factors” above, based on the information available as of the date of this Annual Report on Form 10-K, we are not aware of any risks from cybersecurity threats, that have materially affected or are reasonably likely to materially affect BD.

Despite our efforts in implementing and maintaining our cybersecurity risk management program, there can be no assurance that we, or the third parties with which we interact, will not experience a cybersecurity incident or breach in the future that may materially affect us.

For further discussion of how our business, results of operations, and financial condition could be materially adversely affected by risks from cybersecurity threats, see “Item 1A, Risk Factors.”

Governance

The Board and its committees provide oversight of our ERM program, including our cybersecurity risk management program and the protection and resilience of BD products, manufacturing and distribution OT, enterprise IT and BD data.

In addition, our management periodically conducts cybersecurity crisis simulations with the full Board to raise awareness of cybersecurity risks and enhance our incident preparedness.

We also provide Board members the opportunity to take a cybersecurity training course through an external service provider.

The Board delegates oversight of our cybersecurity risk management program to the Audit Committee and the Quality and Regulatory Committee (QRC).

The Audit Committee regularly reviews our cybersecurity risk management program with respect to manufacturing and distribution OT and enterprise IT, and the QRC reviews our product cybersecurity program.

Our cybersecurity risk management program is led by our Chief Information Security Officer (“CISO”), whose organization is responsible for identifying, assessing and managing risks from cybersecurity threats.

Our CISO has over 20 years of experience leading information security, data risk management, application/system development and engineering teams at multiple large, global and publicly traded companies—including several Fortune 500 companies.

Our CISO holds Certified Information Systems Security Professional (“CISSP”), Certified Information Security Manager (“CISM”), Certified Information Privacy Professional (“CIPP”) and Security+ certifications and contributes to healthcare industry working groups, most recently serving as chair of the Health Information Sharing and Analysis Center (the “HISAC”) Information Security Risk Management Working Group.

Our CISO reports to our Chief Information Officer (CIO), who has overall responsibility for the cybersecurity risk management program and organization.

Our CIO has more than 25 years of experience in information technology, business transformation, cybersecurity and technology solutions, including leadership roles at multiple large, global and publicly traded companies—including several Fortune 500 companies.

Our Vice President, Research and Development, Product Security (“VP of Product Security”) also supports our cybersecurity risk management program by leading a team of product security professionals focused on implementing security by design, security in use and product end of life strategies across our portfolio of software-based products.

Our VP of Product Security has more than 15 years of experience in the medical device industry, including at another publicly traded company managing product security.

Our VP of Product Security has received training from the SANS Institute and contributes to healthcare industry groups such as the Health Sector Coordinating Counsel – Joint Cybersecurity Working Group.

As of September 30, [removed: 2023,] [added: 2024,] BD owned or leased [removed: 297] [added: 302] facilities throughout the world, comprising approximately [removed: 26,079,062] [added: 26,555,343] square feet of manufacturing, warehousing, administrative, and research facilities.

The U.S. facilities, including those in Puerto Rico, comprise approximately [removed: 7,862,022] [added: 7,962,022] square feet of owned and [removed: 4,803,322] [added: 4,537,419] square feet of leased space.

The international facilities comprise approximately [removed: 10,226,005] [added: 10,547,043] square feet of owned and [removed: 3,187,713] [added: 3,508,859] square feet of leased space.

The U.S. facilities are located in [removed: Alabama,] Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Maryland, Massachusetts, Nebraska, New Jersey, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, [removed: 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, Poland, Portugal, Russia, Saudi Arabia, South Africa, Spain, Sweden, Switzerland, Turkey, [added: and] the United Arab [removed: Emirates and Zambia.][added: Emirates.]

As of [removed: October 31, 2023,] [added: November 1, 2024,] there were approximately [removed: 10,775] [added: 10,012] 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: 2023.][added: 2024.]

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

(1)Includes [removed: 2,295] [added: 1,413] 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.

(2)Represents shares available under a repurchase program authorized by the Board of Directors on November 3, [removed: 2021] [added: 2021,] for 10 million shares, for which there is no expiration date.

| July 1-31, 2024 | | | 1,164 | | | | | | $ | 240.58 | | | | | — | | | | | | 6,681,777 | | |

| August 1-31, 2024 | | | 249 | | | | | | 232.02 | | | | | | — | | | | | | 6,681,777 | | |

| September 1-30, 2024 | | | — | | | | | | — | | | | | | — | | | | | | 6,681,777 | | |

| Total | | | 1,413 | | | | | | $ | 239.07 | | | | | — | | | | | | 6,681,777 | | |

| 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 | | |

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

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: 2023.][added: 2024.]

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

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

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

We have audited the accompanying consolidated balance sheets of Becton, Dickinson and Company (the [removed: Company)] [added: “Company”)] as of September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income and cash flows for each of the three years in the period ended September 30, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

September 30, [removed: 2023,] [added: 2024,] 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 [removed: framework)] [added: framework),] and our report dated November [removed: 21, 2023] [added: 27, 2024] expressed an unqualified opinion thereon.

| *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: $366] [added: $257] million related to uncertain tax positions as of September 30, [removed: 2023.] [added: 2024.] 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: 2023,] [added: 2024,] based on criteria established in Internal 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income and cash flows for each of the three years in the period ended September 30, [removed: 2023,] [added: 2024,] and the related notes and our report dated November [removed: 21, 2023] [added: 27, 2024] expressed an unqualified opinion thereon.

| Millions of dollars, except per share amounts | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Revenues | | | $ | [removed: 19,372] [added: 20,178] | | | | | $ | [removed: 18,870] [added: 19,372] | | | | | $ | [removed: 19,131] [added: 18,870] | |

| Cost of products sold | | | [removed: 11,202] [added: 11,053] | | | | | | [removed: 10,393] [added: 11,202] | | | | | | [removed: 10,500] [added: 10,393] | | |

| Selling and administrative expense | | | [removed: 4,719] [added: 4,857] | | | | | | [removed: 4,709] [added: 4,719] | | | | | | [removed: 4,719] [added: 4,709] | | |

| Research and development expense | | | [removed: 1,237] [added: 1,190] | | | | | | [removed: 1,256] [added: 1,237] | | | | | | [removed: 1,279] [added: 1,256] | | |

| [removed: Acquisition-related integration and] [added: Integration,] restructuring [added: and transaction] expense | | | [removed: 313] [added: 458] | | | | | | [removed: 192] [added: 313] | | | | | | [removed: 179] [added: 192] | | |

| Other operating [removed: (income) expense,] [added: expense (income),] net | | | [removed: (210)] [added: 222] | | | | | | [removed: 37] [added: (210)] | | | | | | [removed: 203] [added: 37] | | |

| Total Operating Costs and Expenses | | | [removed: 17,261] [added: 17,780] | | | | | | [removed: 16,588] [added: 17,261] | | | | | | [removed: 16,881] [added: 16,588] | | |

| Operating Income | | | [removed: 2,111] [added: 2,397] | | | | | | [removed: 2,282] [added: 2,111] | | | | | | [removed: 2,250] [added: 2,282] | | |

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

| Interest income | | | [removed: 49] [added: 163] | | | | | | [removed: 16] [added: 49] | | | | | | [removed: 9] [added: 16] | | |

| Other expense, net | | | [removed: (46)] [added: (28)] | | | | | | [removed: (117)] [added: (46)] | | | | | | [removed: (99)] [added: (117)] | | |

| Income from Continuing Operations Before Income Taxes | | | [removed: 1,662] [added: 2,005] | | | | | | [removed: 1,783] [added: 1,662] | | | | | | [removed: 1,692] [added: 1,783] | | |

| Income tax provision | | | [removed: 132] [added: 300] | | | | | | [removed: 148] [added: 132] | | | | | | [removed: 88] [added: 148] | | |

| Net Income from Continuing Operations | | | [removed: 1,530] [added: 1,705] | | | | | | [removed: 1,635] [added: 1,530] | | | | | | [removed: 1,604] [added: 1,635] | | |

| (Loss) Income from Discontinued Operations, Net of Tax | | | [removed: (46)] [added: —] | | | | | | [removed: 144] [added: (46)] | | | | | | [removed: 488] [added: 144] | | |

| Net Income | | | [removed: 1,484] [added: 1,705] | | | | | | [removed: 1,779] [added: 1,484] | | | | | | [removed: 2,092] [added: 1,779] | | |

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

| Net income applicable to common shareholders | | | $ | [removed: 1,424] [added: 1,705] | | | | | $ | [removed: 1,689] [added: 1,424] | | | | | $ | [removed: 2,002] [added: 1,689] | |

| Income from Continuing Operations | | | $ | [removed: 5.14] [added: 5.88] | | | | | $ | [removed: 5.42] [added: 5.14] | | | | | $ | [removed: 5.23] [added: 5.42] | |

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

| Basic Earnings per Share | | | $ | [removed: 4.97] [added: 5.88] | | | | | $ | [removed: 5.93] [added: 4.97] | | | | | $ | [removed: 6.92] [added: 5.93] | |

| Income from Continuing Operations | | | $ | [removed: 5.10] [added: 5.86] | | | | | $ | [removed: 5.38] [added: 5.10] | | | | | $ | [removed: 5.18] [added: 5.38] | |

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

| Diluted Earnings per Share | | | $ | [removed: 4.94] [added: 5.86] | | | | | $ | [removed: 5.88] [added: 4.94] | | | | | $ | [removed: 6.85] [added: 5.88] | |

| Millions of dollars | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net Income | | | $ | [removed: 1,484] [added: 1,705] | | | | | $ | [removed: 1,779] [added: 1,484] | | | | | $ | [removed: 2,092] [added: 1,779] | |

| Foreign currency translation adjustments | | | [removed: (91)] [added: (166)] | | | | | | [removed: 305] [added: (91)] | | | | | | [removed: 124] [added: 305] | | |

| Defined benefit pension and postretirement plans | | | [removed: 4] [added: 14] | | | | | | [removed: 210] [added: 4] | | | | | | [removed: 255] [added: 210] | | |

On September 3, 2024, the Company completed the acquisition of Edwards Lifesciences’ Critical Care product group (“Critical Care”), which was renamed as BD Advanced Patient Monitoring (“Advanced Patient Monitoring”).

While the Company has extended its oversight and monitoring processes that support its internal control over financial reporting, as well as its disclosure controls and procedures, the Company continues to integrate the acquired operations of Advanced Patient Monitoring.

As such, the Company has excluded Advanced Patient Monitoring from its evaluation of internal control over financial reporting.

This exclusion is in accordance with the U.S. Securities and Exchange Commission's general guidance that a recently acquired business may be omitted from the assessment scope for up to one year from the date of acquisition.

The Advanced Patient Monitoring business had total assets that represented approximately 2% of the Company's consolidated total assets at September 30, 2024, and total revenues that represented less than 1% of the Company's consolidated revenues for fiscal year 2024.

| | | | Business Combination | | |

| *Description of the Matter* | | | As disclosed in Note 11 to the consolidated financial statements, the Company completed the acquisition of Edwards Lifesciences’ Critical Care product group, which was renamed as BD Advanced Patient Monitoring, for total consideration of $3.911 billion. The transaction was accounted for as a business combination. Auditing the Company’s accounting for the acquisition was complex due to the significant estimation required by management to determine the preliminary fair value of certain identified intangible assets which consisted of developed technology intangible assets of $714 million and customer relationships intangible assets of $650 million. The Company used an income approach to measure the technology-related intangible assets and certain customer relationship-related assets. The significant assumptions used to estimate the value of the intangible assets included discount rates and revenue growth rates which are forward looking and could be affected by future economic and market conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the Company’s accounting for business combinations. For example, we tested controls over the identification and valuation of intangible assets, including the valuation models, and underlying assumptions used to develop such estimates. We read the purchase agreement, evaluated the significant assumptions and methods used in developing the fair value estimates, and tested the recognition of the identifiable intangible assets acquired at fair value and goodwill. To test the estimated fair value of the intangible assets, we performed audit procedures that included, among others, evaluating the Company's use of the income approach and testing the significant assumptions used in the models, as described above. We evaluated the completeness and accuracy of the underlying data used in the analyses. For example, we compared the significant assumptions to current industry, market, and economic trends, to the historical results of the acquired business, and to other guideline companies within the same industry. We involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions included in the fair value estimates. | | |

| November 27, 2024 | | | | | | | | |

As indicated in the accompanying Management's Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of BD Advanced Patient Monitoring, which is included in the 2024 consolidated financial statements of the Company and constituted 2% of total assets as of September 30, 2024 and less than 1% of revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of BD Advanced Patient Monitoring.

| November 27, 2024 | | | | | |

| Unrealized loss on available-for-sale debt securities | | | (1) | | | | | | — | | | | | | — | | |

| Other, net | | | (445) | | | | | | (332) | | | | | | (16) | | |

| Purchases of investments, net | | | (421) | | | | | | — | | | | | | — | | |

Embecta following the spin-off.

The Company adopted this accounting standard on October 1, 2023, and disclosures regarding the Company’s supplier finance programs are provided in Note 15.

The Company’s adoption of this accounting standard update for

In November 2024, the FASB issued an accounting standard update that requires the Company to disclose more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in each relevant income statement expense caption.

The update is effective for the Company beginning with its fiscal year 2028 reporting and for interim reporting beginning with its fiscal year 2029.

Early adoption is permitted.

The Company is currently evaluating the impact that this update will have on its disclosures.

In December 2023, the FASB issued an accounting standard update that requires more disaggregated information to be included in the income tax rate reconciliation and income taxes paid annual disclosures.

In November 2023, the FASB issued a new accounting standard update that requires more disaggregated expense information about a public entity’s reportable segments.

This update is effective for the Company beginning with its fiscal year 2025 reporting and for interim reporting beginning with its fiscal year 2026.

The Company is currently evaluating the impact that this update will have on its disclosures.

| Repurchase of common stock | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,118) | | | | | | (503) | | |

| Balance at September 30, 2024 | | | $ | 371 | | | | | $ | 19,893 | | | | | $ | 16,139 | | | | | $ | 25 | | | | | (81,493) | | | | | | $ | (8,807) | |

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

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

| Balance at September 30, 2024 | | | $ | (1,732) | | | | | $ | (1,244) | | | | | $ | (557) | | | | | $ | 70 | | | | | $ | (1) | |

The amount recognized in other comprehensive income relating to cash flow hedges in 2024 is primarily related to foreign exchange contracts and forward starting interest rate swaps, which were terminated during fiscal year 2024.

Even if the Company believes it has meritorious defenses, from time to time the Company engages in settlement discussions and mediation and considers settlements taking into account various factors including, among other things, developments in such legal proceedings and the resulting risks and uncertainties.

These activities have resulted in settlements for certain matters and going forward could result in further settlements, which may be confidential and could be significant and result in charges in excess of accruals.

In

The reduction in the number of outstanding claims primarily reflects a settlement agreement that was consummated in the fourth quarter of fiscal year 2024 to resolve the vast majority of the Company’s existing hernia litigation.

The aggregate amount payable pursuant to this settlement is within the Company's current product liability accrual for this matter and will be paid out over a multi-year period.

There are no trials currently scheduled.

committee’s process and determination.

That action was also stayed.

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

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

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

| | | | Estimation of Product Liability Reserves | | |

| *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, 2023, the Company’s product liability reserves totaled approximately $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 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 design, and tested the operating effectiveness of the controls over the Company’s evaluation of 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 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 certain product liability reserves. We have also assessed the adequacy of the Company’s disclosures in relation to these matters. | | |

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

| November 21, 2023 | | | | | |

Becton, Dickinson and Company

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

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

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

| Preferred stock (See Note 4) | | | — | | | | | | 2 | | |

| Excess tax benefits from payments under share-based compensation plans | | | 19 | | | | | | 32 | | | | | | 15 | | |

| Product liability-related charges | | | 26 | | | | | | 21 | | | | | | 361 | | |

| Other, net | | | (120) | | | | | | (77) | | | | | | (265) | | |

Notes to Consolidated Financial Statements — (Continued)

Additional disclosures regarding the various financing transactions entered into by Embecta and related to the spin-off are provided in Note 16.

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.

In June 2016, the FASB issued a new accounting standard which requires earlier recognition of credit losses on loans and other financial instruments held by entities, including trade receivables.

The new standard

requires entities to measure all expected credit losses for financial assets held at each reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.

The Company’s adoption of this accounting standard on October 1, 2020, using the modified retrospective method, did not have a material impact on the Company's consolidated financial statements.

| Balance at September 30, 2020 | | | $ | 365 | | | | | $ | 19,270 | | | | | $ | 12,791 | | | | | $ | 23 | | | | | (74,623) | | | | | | $ | (6,138) | |

| Preferred | | | — | | | | | | — | | | | | | (90) | | | | | | — | | | | | | — | | | | | | — | | |

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

| Effect of change in accounting principle (see Note 3) | | | — | | | | | | — | | | | | | (9) | | | | | | — | | | | | | — | | | | | | — | | |

In fiscal year 2021, the Company executed two ASR agreements to repurchase common shares totaling $1.250 billion, of which $1.100 billion settled in fiscal year 2021 and $150 million settled in fiscal year 2022.

Total shares delivered in 2021 under the ASR agreements were 4.577 million shares.

At September 30, 2021, the pending delivery of 462 thousand shares on one of the agreements was reflected as a decrease to *Capital in excess of par value* to recognize a net share-settled forward sale contract indexed to the Company's own common stock.

Upon final settlement of the repurchase agreement and the forward sale contract during the first quarter of fiscal year 2022, the final settlement amount was recorded as an increase to *Treasury stock* and an offsetting increase to *Capital in excess of par value*.

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

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

| Balance at September 30, 2020 | | | $ | (2,548) | | | | | $ | (1,416) | | | | | $ | (1,040) | | | | | $ | (91) | |

Other comprehensive income relating to benefit plans during the year ended September 30, 2021 included a net gain of $24 million recognized as a result of the Company’s remeasurement, as of October 31, 2020, of the legacy C.R. Bard, Inc. (“Bard”) U.S. defined pension benefit plan upon its merger

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

| *Benefit Plans* | | | | | | | | | | | | | | | | | |

| Income tax benefit (provision) for net (losses) gains recorded in other comprehensive income | | | $ | 15 | | | | | $ | (47) | | | | | $ | (42) | |

The tax impacts for reclassifications out of *Accumulated other comprehensive income (loss)* relating to benefit plans and cash flow hedges in 2023, 2022 and 2021 were also immaterial to the Company's consolidated financial results.

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

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: 2023.][added: 2024.]

There were no changes in our internal control over financial reporting during the fiscal quarter ended September 30, [removed: 2023] [added: 2024] 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.

On September 3, 2024, BD completed the acquisition of Edwards Lifesciences’ Critical Care product group (“Critical Care”), which was renamed as BD Advanced Patient Monitoring (“Advanced Patient Monitoring”).

While BD has extended its oversight and monitoring processes that support our internal control over financial reporting, as well as its disclosure controls and procedures, we continue to integrate the acquired operations of Advanced Patient Monitoring.

As such, we have excluded Advanced Patient Monitoring from our evaluation of internal control over financial reporting.

This exclusion is in accordance with the U.S. Securities and Exchange Commission's general guidance that a recently acquired business may be omitted from the assessment scope for up to one year from the date of acquisition.

The Advanced Patient Monitoring business had total assets that represented approximately 2% of BD's consolidated total assets at September 30, 2024 and total revenues that represented less than 1% of BD's consolidated revenues for fiscal year 2024.

During the three months ended September 30, [removed: 2023, no director or officer] [added: 2024, none] of [removed: the Company] [added: our officers or directors] adopted, terminated or modified [removed: a “Rule 10b5-1 trading arrangement” or] [added: any] “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K of the Exchange Act.

During the three months ended September 30, 2024, certain of our officers adopted “Rule 10b5-1 trading arrangements,” as defined in Item 408(a) of Regulation S-K of the Exchange Act, as follows.

On August 2, 2024, Michael Garrison, Executive Vice President and President, Medical Segment of BD, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act.

Mr. Garrison’s plan is for (i) the exercise of up to 15,467 stock appreciation rights (“SARs”) at various exercise prices, net of shares withheld to satisfy applicable taxes, (ii) the sale of up to 1,383 shares of BD’s common stock, (iii) the sale of up to 3,640 shares of BD’s common stock upon the vesting of time vested units (“TVUs”), net of shares withheld to satisfy applicable taxes, and (iv) the sale of up to 1,660 shares of BD’s common stock upon the vesting of performance units, subject to the final payout factor and net of shares withheld to satisfy applicable taxes.

The foregoing exercises or sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and December 2, 2025.

On September 5, 2024, David Shan, Executive Vice President and Chief Integrated Supply Chain Officer of BD, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act.

Mr. Shan’s plan is for (i) the sale of up to 2,000 shares of BD’s common stock and (ii) the sale of up to 2,369 shares of BD’s common stock upon the vesting of TVUs, net of shares withheld to satisfy applicable

[Table of](#i27a448c89cec45ef9e3877c9734386ff_10) [Contents](#i27a448c89cec45ef9e3877c9734386ff_10)

taxes.

The sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and December 5, 2025.

On September 6, 2024, Shana Neal, Executive Vice President and Chief People Officer of BD, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act.

Ms. Neal’s plan is for the sale of up to 2,575 shares of BD’s common stock.

The sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and December 6, 2025.

On September 6, 2024, Roland Goette, Executive Vice President and President, EMEA of BD, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act.

Mr. Goette’s plan is for (i) the exercise of up to 13,334 SARs at various exercise prices, net of shares withheld to satisfy applicable taxes and (ii) the sale of up to 1,277 shares of BD’s common stock.

The foregoing exercises or sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and December 6, 2025.

[Table of](#i27a448c89cec45ef9e3877c9734386ff_10) [Contents](#i27a448c89cec45ef9e3877c9734386ff_10)

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: 2023] [added: 2024] (the [removed: “2024] [added: “2025] 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 [removed: Committee”,] [added: 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 [removed: Conduct”,] [added: Conduct”] in BD’s [removed: 2024] [added: 2025] 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: 2024] [added: 2025] Proxy Statement, and such information is incorporated herein by reference.

The Company has adopted an insider trading policy which governs the purchase, sale, and/or any other dispositions of our securities by the Company and its directors, officers and employees and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.

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 [removed: Ratio"] [added: Ratio", and information regarding BD’s policies and practices regarding the timing of awards of stock options] in [added: relation to the disclosure of material, non-public information required by this item will be contained under the heading “Compensation discussion and analysis - Significant policies and other information regarding executive compensation - Equity award policy and practices” in] BD’s [removed: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] Proxy Statement, and such information is incorporated herein by reference.

Ratification of Selection of Independent Registered Public Accounting Firm” in BD’s [removed: 2024] [added: 2025] Proxy Statement, and such information is incorporated herein by reference.

[Table of](#i27a448c89cec45ef9e3877c9734386ff_10) [Contents](#i27a448c89cec45ef9e3877c9734386ff_10)

◦Consolidated Statements of Income — Years ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

◦Consolidated Statements of Comprehensive Income — Years ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

◦Consolidated Balance Sheets — September 30, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

◦Consolidated Statements of Cash Flows — Years ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

| Exhibit Number | | | | | | Description | | | | | | Method of Filing | | | [added: | | |]

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

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

| [removed: [4(a)](http://www.sec.gov/Archives/edgar/data/10795/0000950130-97-003384.txt)] [added: [4(a)](https://www.sec.gov/Archives/edgar/data/10795/0000950130-97-003384.txt)] | | | | | | Indenture, dated as of March 1, 1997, between the registrant and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank). | | | | | | Incorporated by reference to Exhibit 4(a) to Form 8-K filed by the registrant on July 31, 1997. | | | [added: | | |]

| [removed: [4(b)](http://www.sec.gov/Archives/edgar/data/10795/0000950130-97-003384.txt)] [added: [4(b)](https://www.sec.gov/Archives/edgar/data/10795/0000950130-97-003384.txt)] | | | | | | Form of 7.000% Debentures due August 1, 2027. | | | | | | Incorporated by reference to Exhibit 4(d) to the registrant’s Current Report on Form 8-K filed on July 31, 1997. | | | [added: | | |]

| [removed: [4(c)](http://www.sec.gov/Archives/edgar/data/10795/0000950130-98-003805.txt)] [added: [4(c)](https://www.sec.gov/Archives/edgar/data/10795/0000950130-98-003805.txt)] | | | | | | Form of 6.700% Debentures due August 1, 2028. | | | | | | Incorporated by reference to Exhibit 4(d) to the registrant’s Current Report on Form 8-K filed on July 29, 1999. | | | [added: | | |]

| [removed: [4(d)](http://www.sec.gov/Archives/edgar/data/10795/000095012309008739/y77160exv4w2.htm)] [added: [4(d)](https://www.sec.gov/Archives/edgar/data/10795/000095012309008739/y77160exv4w2.htm)] | | | | | | Form of 6.000% Notes due May 15, 2039. | | | | | | Incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed on May 13, 2009. | | | [added: | | |]

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

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

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

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

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

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

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

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036124029309/ny20030306x14_ex4-1.htm)[jj](https://www.sec.gov/Archives/edgar/data/10795/000114036124029309/ny20030306x14_ex4-1.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036124029309/ny20030306x14_ex4-1.htm)] | | | | | | Form of [removed: 3.700%] [added: 3.828%] Notes due June [removed: 6, 2027.] [added: 7, 2032] | | | | | | Incorporated by reference to Exhibit [removed: 4.6] [added: 4.1] to the registrant’s Current Report on Form 8-K filed on June [removed: 6, 2017.] [added: 7, 2024.] | | | [added: | | |]

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036124029309/ny20030306x14_ex4-3.htm)[ll](https://www.sec.gov/Archives/edgar/data/10795/000114036124029309/ny20030306x14_ex4-3.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036124029309/ny20030306x14_ex4-3.htm)] | | | | | | Form of [removed: 4.669%] [added: 4.029%] Notes due June [removed: 6, 2047.] [added: 7, 2036] | | | | | | Incorporated by reference to Exhibit [removed: 4.7] [added: 4.3] to the registrant’s Current Report on Form 8-K filed on June [removed: 6, 2017.] [added: 7, 2024.] | | | [added: | | |]

| Exhibit Number | | | | | | Description | | | | | | Method of Filing | | | [added: | | |]

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

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/9892/0000009892-96-000013.txt)[m](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). | | | [added: | | |]

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/9892/000119312517179095/d377270dex42.htm)[n](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. | | | [added: | | |]

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036118025542/s002291x1_ex4-2.htm)[o](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 3.020% Notes due May 24, 2025. | | | | | | Incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed on May 24, 2018. | | | [added: | | |]

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036119009390/nt10001947x1_ex4-7.htm)[p](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. | | | [added: | | |]

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_ex4-1.htm)[q](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. | | | [added: | | |]

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

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

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036120012072/nc10012106x1_ex4-2.htm)[t](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 3.794% Notes due May 20, 2050. | | | | | | Incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on May 20, 2020. | | | [added: | | |]

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

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121004715/nt10019789x8_ex4-1.htm)[v](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. | | | [added: | | |]

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

| Exhibit Number | | | | | | Description | | | | | | Method of Filing | | | [added: | | |]

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-1.htm)[x](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. | | | [added: | | |]

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

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

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121028170/ny20000253x9_ex4-3.htm)[aa](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. | | | [added: | | |]

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036122030495/ny20004957x5_ex4-1.htm)[bb](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. | | | [added: | | |]

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000001079524000084/exhibit4ccdescriptionofsec.htm)[cc](https://www.sec.gov/Archives/edgar/data/10795/000001079524000084/exhibit4ccdescriptionofsec.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000001079524000084/exhibit4ccdescriptionofsec.htm)] | | | | | | Description of the Registrant’s Securities. | | | | | | Filed with this report. | | | [added: | | |]

| [removed: [4(ff)](https://www.sec.gov/Archives/edgar/data/10795/000114036123006356/ny20007273x8_ex4-1.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036123006356/ny20007273x8_ex4-1.htm)[dd](https://www.sec.gov/Archives/edgar/data/10795/000114036123006356/ny20007273x8_ex4-1.htm)[)](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. | | | [added: | | |]

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

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

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

[Table of](#i27a448c89cec45ef9e3877c9734386ff_10) [Contents](#i27a448c89cec45ef9e3877c9734386ff_10)

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[Table of](#i27a448c89cec45ef9e3877c9734386ff_10) [Contents](#i27a448c89cec45ef9e3877c9734386ff_10)

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[Table of](#i27a448c89cec45ef9e3877c9734386ff_10) [Contents](#i27a448c89cec45ef9e3877c9734386ff_10)

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

| [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036124006440/ny20020446x10_ex4-1.htm)[gg](https://www.sec.gov/Archives/edgar/data/10795/000114036124006440/ny20020446x10_ex4-1.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036124006440/ny20020446x10_ex4-1.htm) | | | | | | Form of 3.519% Notes due February 8, 2031 | | | | | | Incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on February 8, 2024. | | | | | |

| [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036124006440/ny20020446x10_ex4-2.htm)[hh](https://www.sec.gov/Archives/edgar/data/10795/000114036124006440/ny20020446x10_ex4-2.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036124006440/ny20020446x10_ex4-2.htm) | | | | | | Form of 4.874% Notes due February 8, 2029 | | | | | | Incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on February 8, 2024. | | | | | |

| [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036124006440/ny20020446x10_ex4-3.htm)[ii](https://www.sec.gov/Archives/edgar/data/10795/000114036124006440/ny20020446x10_ex4-3.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036124006440/ny20020446x10_ex4-3.htm) | | | | | | Form of 5.110% Notes due February 8, 2034 | | | | | | Incorporated by reference to Exhibit 4.3 to the registrant’s Current Report on Form 8-K filed on February 8, 2024. | | | | | |

| [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036124029309/ny20030306x14_ex4-2.htm)[kk](https://www.sec.gov/Archives/edgar/data/10795/000114036124029309/ny20030306x14_ex4-2.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036124029309/ny20030306x14_ex4-2.htm) | | | | | | Fifth Supplemental Indenture, dated as of June 7, 2024, 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 4.2 to the registrant’s Current Report on Form 8-K filed on June 7, 2024. | | | | | |

[Table of](#i27a448c89cec45ef9e3877c9734386ff_10) [Contents](#i27a448c89cec45ef9e3877c9734386ff_10)

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

| [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036124029309/ny20030306x14_ex4-4.htm)[mm](https://www.sec.gov/Archives/edgar/data/10795/000114036124029309/ny20030306x14_ex4-4.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036124029309/ny20030306x14_ex4-4.htm) | | | | | | Form of 5.081% Notes due June 7, 2029 | | | | | | Incorporated by reference to Exhibit 4.4 to the registrant’s Current Report on Form 8-K filed on June 7, 2024. | | | | | |

| [10(d)](https://www.sec.gov/Archives/edgar/data/10795/000001079524000084/exhibit10dbd-dcp2024restat.htm) | | | | | | Deferred Compensation and Retirement Benefit Restoration Plan, as amended as of September 30, 2024.* | | | | | | Filed with this report. | | | | | |

[Table of](#i27a448c89cec45ef9e3877c9734386ff_10) [Contents](#i27a448c89cec45ef9e3877c9734386ff_10)

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

| [10(j)(i)](https://www.sec.gov/Archives/edgar/data/10795/000001079524000084/exhibit10jicompiledbecton-.htm) | | | | | | Lender Confirmation, dated July 9, 2024. * * | | | | | | Filed with this report. | | | | | |

| [19](https://www.sec.gov/Archives/edgar/data/10795/000001079524000084/exhibit19globalinsidertrad.htm) | | | | | | Global Insider Trading and Securities Transactions Policy, effective as of July 31, 2024. | | | | | | Filed with this report. | | | | | |

| [97](https://www.sec.gov/Archives/edgar/data/10795/000001079524000084/exhibit97bectondickinson-p.htm) | | | | | | Policy Regarding the Mandatory Recovery of Compensation, dated as of December 1, 2023. | | | | | | Filed with this report. | | | | | |

[Table of](#i27a448c89cec45ef9e3877c9734386ff_10) [Contents](#i27a448c89cec45ef9e3877c9734386ff_10)

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

| Exhibit Number | | | | | | Description | | | | | | Method of Filing | | | | | |

[Table of](#i27a448c89cec45ef9e3877c9734386ff_10) [Contents](#i27a448c89cec45ef9e3877c9734386ff_10)

| | | | By: | | | | | | /s/ STEPHANIE M. KELLY | | |

| | | | | | | | | | Stephanie M. Kelly | | |

| | | | | | | | | | Associate General Counsel, Securities and Governance and Assistant Secretary | | |

DelOrefice and Stephanie M.

[Table of](#i27a448c89cec45ef9e3877c9734386ff_10) [Contents](#i27a448c89cec45ef9e3877c9734386ff_10)

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| [10(j)](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(m)](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.* | | | | | | Incorporated by reference to Exhibit 10(p) to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022. | | |

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

| | | | By: | | | | | | /s/ GARY DEFAZIO | | |

| | | | | | | | | | Gary DeFazio | | |

| | | | | | | | | | Senior Vice President and Corporate Secretary | | |

| | | | | | | | | |

| /S/ THOMAS J. SPOEREL | | | | | | Senior Vice President and Controller, | | |

| Thomas J. Spoerel | | | | | | Chief Accounting Officer and International Chief | | |

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

| | | | | | | (Principal Accounting Officer) | | |

| /S/ MARSHALL O. LARSEN | | | | | | | | |

| Marshall O. Larsen | | | | | | Director | | |