Becton Dickinson & Co. (BDX) 10-K risk factor changes: FY2025 vs FY2024

General global economic downturns and macroeconomic trends, including heightened inflation, capital market [removed: volatility,] [added: volatility (including volatility resulting from the imposition of (and changing policies around) tariffs and related countermeasures), import or export licensing requirements,] interest rate and currency rate fluctuations, economic slowdown or recession, have contributed to conditions that have impacted, and may continue to impact, demand for our products and services, or the prices we can charge for our products, disrupt aspects of our supply chain, impair our ability to produce our products, increase borrowing costs and exacerbate other risks that affect our business, financial condition and results of operations.

In addition, general economic conditions [added: have adversely impacted, and] may [removed: impact] [added: continue to adversely impact,] the healthcare industry, including reductions in capital [removed: spending,] [added: spending and U.S. federal funding and] changes in the delivery of healthcare [removed: services and increasing labor disputes or shortages,] [added: services,] which [added: have affected, and] could in [removed: turn affect] [added: the future affect,] demand for our [removed: products and services.][added: products.]

Both domestic and international markets experienced inflationary pressures in fiscal year [removed: 2024] [added: 2025] and we expect inflation to persist in the [removed: future but at lower levels than in recent years.][added: future.]

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 [added: assets and liabilities, as well as our cash flows.]

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

A substantial amount of our sales come from our operations outside the U.S., and we intend to continue to pursue growth opportunities in [added: new and existing] foreign [removed: markets, especially in emerging] markets.

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 [removed: evolving situations] [added: continuation and/or escalation of the situation] in Ukraine, the Middle East and Asia.

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

Additionally, a number of factors, including U.S. relations with 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 [removed: borders, tariffs] [added: borders] and other increases in trade protectionism and barriers to market participation, or the weakening or loss of certain intellectual property rights in some countries, may affect our business, financial condition and results of operations.

Foreign regulatory requirements, including those related to the [removed: testing,] [added: testing] authorization, and labeling of products and import or export licensing requirements, could affect the availability of our products in these markets.

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, changes in local healthcare payment systems and healthcare delivery systems, changes resulting from new political [removed: administrations,] [added: 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 and manage] [added: networks,] and [removed: staff widespread] [added: our strategic staffing plans required to support our] international operations.

[removed: In addition, our] [added: For example, such] international operations are governed by the U.S. Foreign Corrupt Practices Act and similar foreign anti-corruption laws.

Global enforcement of anti-corruption [added: and bribery] laws has increased substantially in recent years, with more enforcement proceedings by [removed: U.S. and] foreign governmental agencies and the imposition of significant fines and penalties.

While we have implemented [removed: policies and] [added: policies,] procedures [removed: relating] [added: and training related] to compliance with these laws, our international operations, which often involve customer relationships with foreign governments, create the risk that there may be unauthorized payments or offers of payments made by employees, consultants, sales agents or distributors.

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

Any alleged or 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 [removed: and] [added: which] could result in a material adverse effect on our business, results of operations, financial condition and cash flows.

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

Our ability to compete is also impacted by changing customer and patient preferences and requirements, including [added: changes in demand as a result of changes to U.S. federal and state policies (affecting products such as pharmaceuticals and vaccines),] increased focus on products using materials of concern and demand for more sustainable products, and for products [removed: incorporating digital capabilities, including artificial intelligence,] [added: utilizing emerging technologies (such] as [added: AI), as] well as changes in the ways healthcare services are delivered, such as the transition of more care from acute to non-acute settings and increased focus on chronic disease management.

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 [removed: products and services.][added: products.]

[removed: Cost] [added: Tariffs and other cost] containment efforts by governments and the private sector [removed: are also resulting] [added: have led to increased competitiveness] in [added: terms of product pricing and have resulted and may continue to result in] increased emphasis on products that reduce costs, improve clinical results and expand patient access.

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

In some instances, competitors, including pharmaceutical companies, also offer (or are attempting to develop) alternative therapies for disease states that may be delivered without a medical [removed: device.][added: device, such as oral GLP-1 medications.]

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

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

A discussion of the financial impact of exchange rate fluctuations and the ways and extent to which we may attempt to address any impact is contained [removed: in Item 7.]

Any [added: foreign currency] exchange rate hedging activities we engage in may only offset a portion of the [removed: adverse] financial impact resulting from [removed: unfavorable] changes in foreign currency exchange rates.

We cannot predict with any certainty changes in foreign currency exchange rates or the degree to which we can effectively [removed: mitigate] [added: manage] these [removed: risks.][added: fluctuations.]

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

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

Coverage policies and reimbursement levels can vary across the payer community globally, [removed: regionally,] [added: regionally] and locally, and may affect which products customers purchase, the market acceptance rate for new technologies and the prices customers are willing to pay for those products in a particular jurisdiction.

[removed: Governments] [added: Globally, governments] in China and other countries continue to use various mechanisms to control healthcare expenditures, including increased use of competitive bidding and tenders, price regulation (such as volume-based procurement programs (“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.

A significant element of our strategy is to increase revenue growth by [removed: focusing] [added: continuing to focus] on innovation and new product development.

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: rights,] [added: rights] and gain and maintain market acceptance of our products.

Research and development spending of our customers can fluctuate based on spending priorities and general economic [removed: conditions.][added: conditions and customers could reduce research and development spending and/or delay or avoid purchases of our products in response to economic factors.]

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.

The level of government funding of research and development is [removed: unpredictable.][added: unpredictable and we have seen a reduction in government funding in fiscal year 2025.]

The availability of governmental research funding [added: has been, and] may [removed: be] [added: in the future be,] adversely affected by [added: policy changes,] economic conditions and governmental spending reductions, [removed: particularly during periods] [added: including the downsizing or reduced funding] of [removed: economic uncertainty.][added: certain government agencies.]

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

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

Specifically, recently enacted or any future tariffs imposed by the U.S. government (and countermeasures by non-U.S. governments) may result in adverse impacts to the global economic environment and the stability of global financial markets, which could alter global trade.

The tariffs, sanctions or other trade barriers imposed by the U.S. (and countermeasures by non-U.S. governments) could adversely impact our supply chain costs or availability of certain components, demand for our products and our business, financial condition, results of operations and cash flows.

Unpredictability of trade policy compounds this risk.

Based upon the latest published tariffs that are currently in effect, we expect tariffs to adversely impact our operating expense for fiscal year 2026 and potentially beyond, primarily relating to any products (or components) imported from countries across our global supply chain, for which there are limited mitigation opportunities.

Further, the U.S. Department of Commerce recently initiated an investigation under Section 232 of the Trade Expansion Act of 1962, as amended, into (among other things) imports of personal protective equipment, medical consumables and medical equipment (including devices), to determine whether they threaten U.S. national security, which further creates policy uncertainty in terms of tariffs.

The ultimate impact of any existing or new tariffs or other changes in international trade policies on our business, financial condition, results of operations and cash flows is subject to a number of factors, including, but not limited to, the duration of such tariffs, changes in tariff rates, the amount, scope and nature of the tariffs, any countermeasures that target countries may take or any mitigating actions that may become available.

While sourcing optimization and tariff exemptions for qualifying products are key aspects of our mitigation strategy, the timing of such or the ultimate results we will realize from these efforts are uncertain.

In addition, our tariff mitigation strategies may be challenged, rejected or eliminated through legislation or other challenges, or may otherwise not be effective.

In addition, our international operations increase our compliance risk.

In the U.S., the Center for Medicaid Services (“CMS”) has proposed the expansion of its Competitive Bidding Program (“CBP”).

This proposed expansion would introduce a pricing model that could significantly influence the cost structure of some medical devices in the U.S. healthcare system; specifically, those reimbursed under CMS’ Durable Medical Equipment, Prosthetic, Orthotic and Supplies payment system.

By leveraging supplier competition to establish payment rates, the CBP mirrors purchasing initiatives seen in international markets, where procurement strategies attempt to prioritize

cost-efficiency, which could lead to uncertainty with respect to innovation, quality and patient access challenges or supplier attrition, as seen in prior bidding cycles.

In addition, we expect recently enacted and proposed changes under legislative debate to Medicare, Medicaid and the Affordable Care Act to impact healthcare coverage, all of which if implemented could adversely affect both the demand and prices customers are willing to pay for our products.

Further, an extended federal government shutdown resulting from a failure to pass budget appropriations, adopt continuing funding resolutions or raise the debt ceiling, together with any other budgetary decisions limiting or delaying government spending, could negatively impact U.S. or global economic conditions.

The foregoing could expose us to further risk of potential breaches, failures, interruptions and disruptions, which could result in adverse consequences, including regulatory inquiries or litigation, increased costs and expenses, reputational damage, lost revenue, and fines or penalties.

In particular, risks associated with the deployment and use of AI into our operations generally could introduce new risks related to the management of our information and technology systems and related infrastructure and our overall cybersecurity threat landscape.

conduct business.

Such a disruption could also result in the loss of our trade secrets or otherwise compromise personal, confidential or proprietary information of ours or our customers, suppliers and other business partners, or of patients.

Additionally, depending on the nature of such a disruption, it could 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, AI is increasingly being used by malicious actors to create more targeted cyberattacks and spread misinformation.

While we have made, and expect to continue making, significant investments intended to strengthen our cybersecurity posture—including measures designed to protect our products, systems, and data—we cannot guarantee that these efforts will fully prevent, mitigate or remediate cybersecurity incidents or breaches.

We maintain processes designed to monitor, detect and respond to threats and collaborate with government authorities and third-party partners in an effort to reduce risk.

However, given the evolving nature, sophistication, scale and frequency of cybersecurity incidents and breaches, no system can be entirely secure.

A successful cybersecurity incident or breach could materially adversely affect our business, financial condition, results of operations or cash flows.

The development, deployment and use of AI in our products and business operations generally could result in regulatory action, legal liability, operational challenges or reputational harm and our failure to adapt to medical technology industry trends and developments related to AI in a timely manner (or at all) could adversely affect our business, financial condition, results of operations and cash flows.

We have integrated (and expect to continue to integrate) AI into our products and business operations generally.

We also expect to continue to develop future uses of AI and expand our existing AI capabilities to include agentic solutions, as well as pursue new AI technology partnerships with third parties.

The development, deployment and use of AI (particularly generative AI) is in the early stages and presents various

risks, including from confidentiality, privacy, data protection, cybersecurity and compliance perspectives, and raises intellectual property issues and legal, regulatory, reputational ethical, operational, technological and other concerns (see, “Our operations are dependent in part on patents and other intellectual property assets” and “Cybersecurity incidents and breaches or breakdowns of our information and technology systems or infrastructure could have a material adverse effect on our operations” elsewhere in this Item 1A, Risk Factors).

Additionally, if we do not effectively adopt and integrate AI into innovative, market-differentiated products in a timely manner, our competitive position could be adversely affected.

Our reliance on sole suppliers can create greater exposure to shortages, magnify price swings and increase the difficulty of negotiating favorable terms.

While companies were initially given two years from the effective date to comply with the new requirements of the NESHAP generally, in July 2025, the current U.S. administration issued an executive order exempting medical device sterilization facilities (including certain of our facilities) from compliance with such requirements for two years beyond the initial April 2026 compliance deadline.

Among other things, the ID requires medical device sterilization facilities to comply with a new and stricter occupational ethylene oxide exposure limit, establish engineering controls for worker protection, provide workers with personal protective equipment, conduct continuous stationary indoor monitoring and comply with a maximum concentration limit for ethylene oxide (with higher levels permitted if required and approved by the FDA).

Compliance deadlines for the various mitigation measures required by the ID range from within 60 days to ten years of the effective date.

We are in the process of assessing the impact of the ID requirements on our sterilization facilities, the third-party sterilization facilities that we utilize and our operations generally.

We expect to implement certain changes at our facilities to comply with NESHAP and ID requirements, which will require us to incur additional implementation and ongoing operating costs.

If we or our suppliers are unable or unwilling to comply with these obligations, it could be more difficult and/or costly to manufacture and sell certain of our products and we could experience supply chain interruptions, including impacts to sourcing and distribution.

In addition, we could be subject to litigation, substantial fines and other damages if we fail to comply with these obligations, which could adversely impact our business, financial condition, results of operations and cash flows.

Climate change and related regulations and sustainability efforts may also influence customer, shareholder and other stakeholder preferences and requirements, including in diverging directions.

assets and liabilities, as well as our cash flows.

resources than we do.

Lower cost producers have also created pricing pressure, particularly in developing markets.

In the U.S., these include value-based purchasing and managed care arrangements.

We are subject to risks associated with public health crises, such as pandemics and epidemics, which could have a material adverse effect on our business.

The nature and extent of impacts from any such events are highly uncertain and unpredictable.

We are subject to risks associated with public health crises, such as pandemics and epidemics.

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.

In addition, public health crises could result in significant volatility in 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, 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 any such public health crises affect our operations and global economic conditions more generally, it may also have the effect of heightening many of the other risks described herein.

Any reduction or delay in governmental funding could cause our customers to delay or forgo purchases of our products.

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

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

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.

As of the date of this filing, the incidents have not had, and we do not expect them to have, a material impact on BD’s overall business operations, financial condition or results of operations.

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.

While we have made investments intended to address threats presented by cybersecurity incidents and breaches, continue to dedicate significant resources intended to protect our products and systems from cybersecurity incidents and breaches, and continue to work with government authorities and third-party vendors to detect and reduce the risk of future cybersecurity incidents and breaches, there can be no assurances that these protective measures will be sufficient to prevent cybersecurity incidents or breaches that could have a material adverse impact on our business.

We continuously explore

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

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

BD has business continuity plans in

Business - Regulation” for a discussion of the consent order BD entered into with the Environmental Protection Division of the Georgia Department of Natural Resources and the risk related to sterilization operations generally.

Such increased compliance burdens and costs could cause disruption in the sourcing, manufacturing and distribution of our products and adversely affect our business, financial condition or results of operations.

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

Any such lawsuits, governmental investigations, subpoenas and

Reserves established for estimated losses with respect to legal proceedings do not represent an exact calculation of our actual liability, but instead represent our estimate of the probable loss at the time the reserve is established to the extent future losses are probable and reasonably estimable.

Due to the inherent uncertainty of litigation and our underlying loss reserve estimates, additional reserves may be established or current reserves may be significantly increased from time-to-time.

In view of these uncertainties, we could incur charges materially in excess of any currently established accruals and, to the extent available, excess liability insurance.

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

The application of the EU MDR has been extended until 2027 for certain devices considered higher-risk and to 2028 for other devices.

These laws, rules and regulations require companies to, among other things, proactively implement effective programs and enhance internal policies, business practices, processes, and controls and could impose significant limitations and additional compliance costs on us.

In addition, these laws, rules and regulations require us to embed privacy, security and data protection requirements in all assets impacting the processing of personal data and could also require us to modify current or future products or services, which may harm our future financial results.

Any actual or perceived noncompliance with these laws, rules and regulations, our internal policies and procedures or our contracts governing the processing of personal data could result in significant consequences for BD, including, among other things, business interruption, sanctions and significant pecuniary fines, regulatory inquiries and investigations, adverse publicity, loss of competitive advantage and customer trust, as well as privacy litigation and civil lawsuits with damages.

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

On September 3, 2024, we completed the acquisition of Edwards Lifesciences’ Critical Care product [removed: group (“Critical Care”),] [added: group,] which we renamed as BD Advanced Patient Monitoring (“Advanced Patient Monitoring”), for total consideration of [removed: $3.911] [added: $3.914] billion.

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 [removed: 8,] 11 and 16 to the consolidated financial statements contained in Item 8.

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

[removed: The historical] [added: Historical financial] results [removed: of the Diabetes Care business that was contributed in the spin-off were] [added: have been] reflected as discontinued operations in our consolidated financial statements.

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

Key Trends [added: and Uncertainties] Affecting Results of Operations

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

[removed: - As anticipated,] [added: We have been experiencing, and may continue to experience, some adverse impact to our results of operations due to] market dynamics in China, such as volume-based procurement programs (“VoBP”) and the government’s focus to improve compliance of healthcare [removed: practitioners, had an adverse impact on our results of operations and these dynamics could continue to unfavorably impact our results of operations.][added: practitioners.]

[removed: We] [added: Additionally, we] have experienced, and may continue to experience, temporary shortages in supply of certain materials or components that are used in our products.

Also, reductions or delays in governmental research funding [removed: and/or higher interest rates could cause] [added: has caused] customers for [added: certain of] our instruments [removed: and reagents] to delay or forgo purchases of these products.

[removed: The impacts of macroeconomic and other conditions] [added: For additional information] on [added: risk factors that may impact] our business, results of operations, financial condition and cash [removed: flows are dependent on certain factors, including those discussed in] [added: flows, see] Part I, Item 1A.

Worldwide revenues in [removed: 2024] [added: 2025] of [removed: $20.178] [added: $21.840] billion increased [removed: 4.2%] [added: 8.2%] from the prior-year period.

| Volume/other (a) | | | [removed: 4.2] [added: 3.2] | | % | | | | | | |

| Foreign currency impact | | | [removed: (0.1)] [added: 0.1] | | % | | | | | | |

| Acquisition of Advanced Patient Monitoring | | | [removed: 0.4] [added: 4.8] | | % | | | | | | |

| Other [removed: (b)] | | | [removed: (0.3)] [added: 3] | | [removed: %] | | | | [added: (9)] | | | [added: | | | (14) | | |]

| Increase in revenues from the prior-year period | | | [removed: 4.2] [added: 8.2] | | % | | | | | | |

(b) Represents the [removed: recognition] [added: impact] of accruals [removed: resulting from recent developments] [added: recognized in fiscal year 2024] relating to the Italian government medical device pay back legislation, as well as another legal matter, and which substantially relate to years prior to [removed: the current] fiscal [removed: year.][added: year 2024.]

Additional disclosures regarding these legislative and legal matters are provided in [removed: Notes] [added: Note] 6 [removed: and 8] to the consolidated financial statements contained in Item 8.

At September 30, [removed: 2024,] [added: 2025,] we had [removed: $2.301 billion] [added: $859 million] in cash and equivalents and short-term investments, including restricted cash.

We continued to return value to our shareholders in the form of dividends and during fiscal year [removed: 2024,] [added: 2025,] we paid cash dividends to common shareholders of [removed: $1.100 billion.][added: $1.196 billion.We also repurchased approximately $1 billion of our common stock during fiscal year 2025.]

The fiscal year [removed: 2024] [added: 2025] impact of foreign currency [removed: translation] on our [removed: revenues] [added: revenues, which] is [removed: provided above and the impact on our earnings] [added: primarily translational,] is provided [removed: further below.][added: above.]

We evaluate our results of operations on both a reported and a foreign currency-neutral [removed: basis, which excludes the impact of fluctuations in foreign currency exchange rates.][added: basis.]

As exchange rates are an important factor in understanding period-to-period comparisons, we believe the presentation of results on a foreign currency-neutral [removed: basis] [added: basis, excluding translational foreign currency impacts,] in addition to reported results helps improve investors’ ability to understand our operating results and evaluate our performance in comparison to prior periods.

We calculate [added: translational] foreign [removed: currency-neutral percentages] [added: currency impacts] by converting our current-period local currency financial results using the prior-period foreign currency exchange rates and comparing these adjusted amounts to our current-period [removed: results.][added: results, which allows us to compare results between periods as if exchange rates had remained constant period-over-period.]

These results should be considered in addition to, not as a substitute for, results reported in accordance with U.S. generally accepted accounting [removed: principles ("GAAP").]

[removed: - *Diluted Earnings] [added: | Diluted earnings] per [removed: Share] [added: share] from [removed: Continuing Operations* (from $5.93 reported in the Earnings Release to $5.86).][added: continuing operations | | | $ | 5.82 | | | | | $ | 5.86 | | | | | $ | 5.10 | |]

| | | | | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | | | | | | | | | |

| (Millions of dollars) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Total Change | | | | | | Estimated FX Impact | | | | | | FXN Change | | | | | | Total Change | | | | | | Estimated FX Impact | | | | | | FXN Change | | |

| Medication Delivery Solutions | | | $ | [removed: 4,429] [added: 4,575] | | | | | $ | [removed: 4,293] [added: 4,429] | | | | | $ | [removed: 4,308] [added: 4,293] | | | | | [removed: 3.2] [added: 3.3] | | % | | | | [removed: (0.1)] [added: (0.2)] | | % | | | | [removed: 3.3] [added: 3.5] | | % | | | | [removed: (0.3)] [added: 3.2] | | % | | | | [removed: (1.9)] [added: (0.1)] | | % | | | | [removed: 1.6] [added: 3.3] | | % |

| Medication Management Solutions | | | [removed: 3,297] [added: 3,474] | | | | | | [removed: 2,980] [added: 3,297] | | | | | | [removed: 2,533] [added: 2,980] | | | | | | [removed: 10.7] [added: 5.4] | | % | | | | 0.2 | | % | | | | [removed: 10.5] [added: 5.2] | | % | | | | [removed: 17.6] [added: 10.7] | | % | | | | [removed: (1.0)] [added: 0.2] | | % | | | | [removed: 18.6] [added: 10.5] | | % |

| Pharmaceutical Systems | | | [removed: 2,273] [added: 2,324] | | | | | | [removed: 2,229] [added: 2,273] | | | | | | [removed: 2,001] [added: 2,229] | | | | | | [removed: 2.0] [added: 2.2] | | % | | | | [removed: 0.2] [added: 0.6] | | % | | | | [removed: 1.8] [added: 1.6] | | % | | | | [removed: 11.4] [added: 2.0] | | % | | | | [removed: (1.7)] [added: 0.2] | | % | | | | [removed: 13.1] [added: 1.8] | | % |

| Advanced Patient Monitoring | | | [removed: 74] [added: 1,082] | | | | | | [removed: —] [added: 74] | | | | | | — | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | |

| Total Medical revenues | | | $ | [removed: 10,074] [added: 11,456] | | | | | $ | [removed: 9,502] [added: 10,074] | | | | | $ | [removed: 8,841] [added: 9,502] | | | | | [removed: 6.0] [added: 13.7] | | % | | | | [removed: —] [added: 0.1] | | % | | | | [removed: 6.0] [added: 13.6] | | % | | | | [removed: 7.5] [added: 6.0] | | % | | | | [removed: (1.6)] [added: —] | | % | | | | [removed: 9.1] [added: 6.0] | | % |

The Medical segment’s revenue growth in [removed: 2023] [added: 2025] primarily reflected the following.

- [removed: Continued strong demand for] [added: Growth in] the Pharmaceutical Systems [removed: unit’s] [added: unit due to high single-digit growth of] prefillable solutions in [removed: high-growth markets such as] the biologic drug [removed: category.][added: category, partially offset by lower market demand for other product categories.]

| (Millions of dollars) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024 (a)] | | | | | | [removed: 2022] [added: 2023 (a)] | | |

| Medical segment operating income | | | $ | [removed: 2,742] [added: 4,140] | | | | | $ | [removed: 1,967] [added: 3,583] | | | | | $ | [removed: 2,215] [added: 3,352] | |

| *Segment operating income as % of Medical revenues* | | | [removed: *27.2*] [added: *36.1*] | | *%* | | | | [removed: *20.7*] [added: *35.6*] | | *%* | | | | [removed: *25.1*] [added: *35.3*] | | *%* |

As further discussed in Note 8 to the consolidated financial statements contained in Item 8.

Financial Statements and Supplementary Data, effective October 1, 2025, we reorganized our organizational units into five distinct, separately-managed segments, based on the nature of our product and service offerings.

BD’s new organizational structure is based upon the following five segments: Medical Essentials, Connected Care, BioPharma Systems, Interventional and Life Sciences, which remains a critical part of BD until the separation and combination of our Biosciences and Diagnostic Solutions business with Waters Corporation (“Waters”) is completed.

Additional disclosures regarding the agreement to combine our Biosciences and Diagnostic Solutions business with Waters are provided in Note 1 to the consolidated financial statements contained in Item 8.

Proposed Combination of Our Biosciences and Diagnostic Solutions Business with Waters

As noted above and as further discussed in Note 1 to the consolidated financial statements contained in Item 8.

Financial Statements and Supplementary Data, we entered into a definitive agreement on July 13, 2025 to combine our Biosciences and Diagnostic Solutions business with Waters in a transaction that is expected to create an innovative life science and diagnostics leader with pioneering technologies.

BD’s Divestitures

Lower demand for vaccines has also adversely impacted our results of operations.

The future demand for our products and services could be impacted by other factors including higher interest rates and the deterioration of healthcare systems’ budgets.

Also, tariffs, sanctions or other trade barriers imposed by the United States, or against the United States from countries in which we do business, could adversely impact our supply chain costs, results of operations and our financial condition.

Based upon the latest published tariffs that are currently in effect, we expect tariffs to adversely impact our operating expense for fiscal year 2026 and potentially beyond, primarily relating to any products (or components) imported from countries across our global supply chain which have no exemption opportunities.

We continue to monitor international trade policy-related developments to assess their potential impacts to our operations.

The ultimate impact of any existing or new tariffs or other changes in international trade policies is subject to a number of factors including, but not limited to, the duration of such tariffs, changes in tariff rates, the amount, scope and nature of the tariffs, any countermeasures that target countries may take, or any mitigating actions that may become available.

While sourcing optimization and tariff exemptions for qualifying products are key

aspects of our mitigation strategy, the timing of such or the ultimate results we will realize from these efforts are uncertain.

In addition, our tariff mitigation strategies may be challenged, rejected or eliminated through legislation or other challenges, or may otherwise not be effective.

| Pricing | | | (0.3) | | % | | | | | | |

Cash flows from continuing operating activities were $3.430 billion in 2025.

Each reporting period and given our worldwide operations, we face exposure to our results of operations from changes in foreign currencies.

The translational impact on our earnings is provided further below.

principles (“GAAP”).

- Volume growth attributable to the Medication Delivery Solutions unit’s Vascular Access Management portfolio and hypodermic products, partially offset by an expected VoBP impact in China.

- Growth in the Medication Management Solutions unit driven by continued strength in sales of infusion systems, partially offset by the timing of dispensing and pharmacy automation installations, based upon customer readiness, in the current year.

- Overall Medical segment revenue growth also reflected sales in the Advanced Patient Monitoring unit, which we acquired during the fourth quarter of fiscal year 2024.

(a) Prior-period segment income amounts have been recast to conform to the current year presentation, as further discussed in Note 8 to the consolidated financial statements contained in Item 8.

- Higher gross profit margin in 2025 compared with 2024 primarily reflected lower manufacturing costs, which resulted from continuous improvement projects, supply chain optimization and other productivity initiatives, as well as favorable product mix which was attributable to the Advanced Patient Monitoring unit’s products, partially offset by tariffs and higher labor costs.

- The Medical segment’s gross profit margin in 2024 was flat compared with 2023 and primarily reflected lower manufacturing costs, which resulted from the productivity initiatives noted above, offset by higher raw material and labor costs, as well as unfavorable foreign currency translation.

- Higher research and development expense as a percentage of revenues in 2025 compared with 2024 which primarily reflected costs attributable to the Advanced Patient Monitoring unit, offset by the timing of project spending.

| | | | | | | | | | | | | | | | | | | | | | 2025 vs. 2024 | | | | | | | | | | | | | | | | | | 2024 vs. 2023 | | | | | | | | | | | | | | |

| (Millions of dollars) | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | Total Change | | | | | | Estimated FX Impact | | | | | | FXN Change | | | | | | Total Change | | | | | | Estimated FX Impact | | | | | | FXN Change | | |

| Specimen Management (a) | | | $ | 1,871 | | | | | $ | 1,833 | | | | | $ | 1,737 | | | | | 2.0 | | % | | | | (0.1) | | % | | | | 2.1 | | % | | | | 5.6 | | % | | | | 0.1 | | % | | | | 5.5 | | % |

| Diagnostic Solutions (a) | | | 1,838 | | | | | | 1,846 | | | | | | 1,888 | | | | | | (0.4) | | % | | | | 0.3 | | % | | | | (0.7) | | % | | | | (2.2) | | % | | | | (0.1) | | % | | | | (2.1) | | % |

| Biosciences | | | 1,458 | | | | | | 1,512 | | | | | | 1,509 | | | | | | (3.6) | | % | | | | 0.4 | | % | | | | (4.0) | | % | | | | 0.2 | | % | | | | — | | % | | | | 0.2 | | % |

(a) During the first quarter of fiscal year 2025, Life Sciences split its former Integrated Diagnostic Solutions organizational unit into two units to better align BD resources with the distinct needs of each business.

- Growth in the Specimen Management unit’s BD VacutainerTM portfolio, partially offset by a decline in China.

- A decline in the Diagnostic Solutions unit driven by lower sales of BD BACTECTM blood culture products as customer utilization continues to improve following the resolution of a supply disruption, as well as by lower sales of point-of-care products, partially offset by continued double-digit growth in sales of BD MAXTM IVD.

- A decline in the Biosciences unit due to continued market dynamics impacting sales of instruments, partially offset by strong sales of the recently launched BD FACSDiscoverTM A8 Cell Analyzer.

- Sales driven by broad volume growth attributable to the Specimen Management unit’s portfolio.

(a) Prior-period segment income amounts have been recast to conform to the current year presentation, as further discussed in Note 8 to the consolidated financial statements contained in Item 8.

BD’s Spin-Off of Diabetes Care and Sale of Surgical Instrumentation Platform

Macroeconomic factors which affected our operations and impacted results in fiscal year 2024 included the following:

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

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.

Healthcare institutions may take actions to mitigate any persistent pressures on their budgets and such actions could impact the future demand for our products and services.

Additionally, a deterioration of staffing 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 impact global macroeconomic 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 weaken the global economy and could result in additional inflationary pressures and supply chain constraints, including the unavailability and cost of energy.

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

However, there can be no assurance that we will be able to effectively mitigate these pressures in future periods and an inability to offset these pressures through our strategies, at least in part, could adversely impact our results of operations.

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

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

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

Our financial position remains strong, with cash flows from continuing operating activities totaling $3.844 billion in 2024.

Each reporting period, we face currency exposure that arises from translating the results of our worldwide operations to the U.S. dollar at exchange rates that fluctuate from the beginning of such period.

Foreign currency-neutral ("FXN") information compares results between periods as if exchange rates had remained constant period-over-period.

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

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

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

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

- The Medical segment’s higher gross profit margin in 2024 compared with 2023 primarily reflected the following:

◦A favorable comparison to gross margin in 2023, which was impacted by $653 million of charges related to estimated future costs associated with the Medication Management Solutions unit’s remediation efforts related to AlarisTM infusion pumps, as well as lower manufacturing costs, which resulted from continuous improvement projects and other productivity initiatives that enhanced the efficiency of our operations; partially offset by

- The Medical segment’s lower gross profit margin in 2023 compared with 2022 primarily reflected the following:

◦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%.

◦Higher raw material, labor and freight costs, as well as unfavorable foreign currency translation; partially offset by

◦Lower manufacturing costs resulting from continuous improvement projects and pricing.

| Integrated Diagnostic Solutions | | | $ | 3,679 | | | | | $ | 3,624 | | | | | $ | 4,185 | | | | | 1.5 | | % | | | | (0.1) | | % | | | | 1.6 | | % | | | | (13.4) | | % | | | | (2.0) | | % | | | | (11.4) | | % |

| Biosciences | | | 1,512 | | | | | | 1,509 | | | | | | 1,379 | | | | | | 0.2 | | % | | | | — | | % | | | | 0.2 | | % | | | | 9.4 | | % | | | | (2.2) | | % | | | | 11.6 | | % |

- Revenues related to COVID-19-only diagnostic testing on the BD VeritorTM Plus and BD MaxTM Systems in the Integrated Diagnostic Solutions unit of $73 million compared with revenues in 2022 of $511 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

- Growth in the Integrated Diagnostic Solutions unit’s microbiology platform and growth attributable to molecular diagnostic platforms which leveraged our larger installed base of BD MAXTM instruments.

[added: As of September 30, 2025,] BD’s operations [removed: consist] [added: consisted] of three worldwide business segments: BD Medical, BD Life Sciences and BD Interventional.

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

| Advanced Patient Monitoring | | | Advanced hemodynamic monitoring systems used to measure a patient's heart function and fluid status in surgical and intensive care [removed: settings.] [added: settings, including noninvasive tissue oximetry systems; hemodynamic and tissue oximetry monitoring systems; pulmonary artery catheters and arterial pressure monitoring products and blood pressure measurement systems.] | | |

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

The fair value of consideration transferred in connection with the acquisition was [removed: $3.911] [added: $3.914] billion.

[removed: Additional information regarding this acquisition is contained] [added: As further discussed] in Note [removed: 11] [added: 8] to the consolidated financial statements contained in Item 8.

BD has manufacturing operations outside the United States in Bosnia and Herzegovina, Brazil, Canada, China, Dominican Republic, France, Germany, Hungary, India, Ireland, [removed: Israel, Italy,] Japan, Malaysia, Mexico, the Netherlands, Singapore, Spain, [added: Switzerland,] and the United Kingdom.

[removed: Foreign] [added: For the most part, foreign] economic conditions and exchange rate fluctuations have caused the profitability related to foreign revenues to fluctuate more than the profitability related to domestic revenues.

[added: In the United States,] BD uses acute care, non-acute care, laboratory and drug wholesaler distributors to broadly support our overall disposable product demand from our end user [removed: customers in the United States,] [added: customers,] while our capital equipment is mostly sold direct to our end user customers.

In international markets, [added: BD’s] products are distributed either directly or through distributors, with the practice varying by country.

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

However, there are situations where raw materials and components [removed: are] [added: may] only [removed: available] [added: be obtained] from one supplier, which are referred to as sole sourced.

[removed: In order to] [added: To] provide alternate sources, BD must complete a rigorous qualification process, which most often includes completion of regulatory registration and approval.

BD continuously assesses its sole sourced raw materials and [removed: components,] [added: components] and maintains business continuity plans with its suppliers.

BD’s continuity plans may [removed: include] [added: include, but are not limited to,] securing secondary supply with alternate suppliers, [removed: qualification of] [added: qualifying] alternate manufacturing facilities, maintaining contingency stock, [removed: internal development of] [added: internally developing] supply and [removed: establishment of] [added: establishing] technology escrow accounts.

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

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

BD's operations are global and are affected by complex state, federal and international laws relating to healthcare, environmental protection, occupational health and safety, antitrust, anti-corruption, marketing, fraud and abuse (including anti-kickback and false claims laws), export control, [added: transportation,] product safety and efficacy, employment, [added: labor,] privacy and [added: data protection, customs, exports, artificial intelligence (“AI”) and] other areas.

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

After a device has received 510(k) clearance, premarket (PMA) approval or other marketing authorization for a specific intended use, [removed: any change or modification that significantly affects its safety or effectiveness,] [added: certain changes,] 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 [removed: could significantly affect the device’s safety or effectiveness] [added: require a new marketing authorization] 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.

BD actively maintains [removed: Quality Systems] [added: quality systems] that establish standards for its product design, manufacturing, and distribution processes, in accordance with [removed: ISO] [added: International Organization for Standardization] standards and FDA [removed: regulation.][added: regulations.]

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

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

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

CareFusion 303, Inc. remains the [removed: legal] manufacturer of BD [removed: Alaris™] [added: AlarisTM] infusion pumps.

The Consent Decree [added: is specific to infusion pumps and] does not apply to intravenous administration [removed: sets and accessories.][added: sets, accessories, or other products.]

Following an inspection that began in March 2020 of our Medication Management [removed: Systems facility] [added: Systems’ Infusion quality management system operating out of the site] in San Diego, California (CareFusion 303, Inc.), the FDA issued a Form 483 Notice (the “2020 Form 483 Notice”) that contained a number of observations regarding the [removed: site’s] [added: quality system’s] compliance with FDA’s Quality System, reporting of corrections and removals, and Medical Device Reporting [removed: (MDR)] [added: (“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 the corrective actions [removed: with respect] to [added: address] the 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 [added: corrective and preventive actions, 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 (“CAP”) and has retained an independent expert to conduct periodic audits of the [added: quality management system operating at the] CareFusion 303, Inc. infusion pump facilities through 2025.

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 [removed: regulations and MDR] regulation [removed: related to] [added: (“QSR”) for] its Infusion quality management system (covered by the Consent Decree) and [added: QSR and MDR regulation for its] separate Dispensing quality management system (which is not subject of the Consent Decree).

As of September 30, [removed: 2024,] [added: 2025,] 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.

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

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

To address [removed: all] open recalls and ensure [removed: all] devices at customer sites are running [removed: the most recent] [added: a recent, cleared] version of the BD Alaris™ Infusion System Software, [removed: all of the current] BD Alaris™ Infusion System devices in the U.S. market [removed: will be] [added: are being] remediated or replaced with the updated 510(k) cleared [removed: version] [added: version, which we expect to be substantially complete] over the next [removed: several years.][added: calendar year.]

[added: 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.

[removed: BD continues] [added: We continue] to work with the FDA to generate additional clinical evidence and file 510(k)s as remaining commitments associated with the Warning Letter.

As of September 30, [removed: 2024, BD has] [added: 2025, we have] received [removed: seven] [added: eight] FDA clearances.

As noted above, on November 22, 2024, BD received the Dispensing Warning Letter following an inspection of its [added: Dispensing quality management system at 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.

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

Financial Statements and Supplementary Data, effective October 1, 2025, BD reorganized its organizational units into five distinct, separately-managed segments, based on the nature of BD’s product and service offerings.

BD’s new organizational structure is based upon the following five segments: Medical Essentials, Connected Care, BioPharma Systems, Interventional and Life Sciences, which remains a critical part of BD until the separation and combination of our Biosciences and Diagnostic Solutions business with Waters Corporation (“Waters”), as further discussed below, is completed.

| Specimen Management | | | Blood collection systems including safety-engineered wingsets, needles and blood collection tubes, arterial blood gas devices, urine collection kits, molecular research tubes, capillary collection technologies alongside associated products for patient identification,data capture, storage and transportation. | | |

Proposed Combination of Biosciences and Diagnostic Solutions Business with Waters Corporation

On July 13, 2025, BD entered into a definitive agreement to combine its Biosciences and Diagnostic Solutions business with Waters Corporation (“Waters”) in a Reverse Morris Trust (“RMT”) transaction.

When the RMT transaction is complete, BD’s Biosciences and Diagnostic Solutions businesses will be spun-off to BD shareholders and simultaneously merged with a wholly owned subsidiary of Waters.

BD’s shareholders are expected to own approximately 39.2% of the combined company, and existing Waters’ shareholders are expected to own approximately 60.8% of the combined company.

In connection with the transaction, BD expects to receive a cash distribution of approximately $4 billion prior to completion of the combination, subject to adjustment for cash, working capital, and indebtedness.

The transaction is expected to be generally tax-free for U.S. federal income tax purposes to BD and BD’s shareholders and Waters is expected to assume approximately $4 billion of incremental debt.

The transaction is expected to close around the end of the first quarter of calendar year 2026, subject to receipt of required regulatory approvals, Waters shareholder approval, compliance with applicable U.S. Securities Exchange Commission (“SEC”) requirements, the receipt of a

private letter ruling from the Internal Revenue Service regarding certain matters germane to the U.S. federal

income tax consequences of the transactions and satisfaction of other customary closing conditions.

action.

Additionally, on April 25, 2025, BD received 510(k) clearance from the FDA on an updated BD Alaris™ Infusion System.

Additionally, in December 2022, the FDA conducted a subsequent inspection of PAS (now Specimen Management) with no observations.

In connection with the Dispensing Warning Letter, the Company recorded a liability for estimated future costs associated with certain actions required to respond to the Warning Letter and to address the non-conformities.

Additional regulatory requirements associated with the use and emission of ethylene oxide may be imposed in the future, either domestically or outside the United States.

On July 17, 2025, the White House issued a Presidential Proclamation under the Clean Air Act exempting certain sterilization facilities for two years from compliance with the EPA’s revised NESHAP for ethylene oxide emissions from sterilization facilities to allow these facilities more time to obtain and install new control technology and implement other changes to ensure compliance with the revised NESHAP.

We are evaluating the requirements of the ID to understand what changes may need to be implemented to comply with the revised pesticide use requirements for ethylene oxide at our sterilization facilities and at the third-party sterilization facilities we utilize.

Certain requirements of the ID will become effective as of January 2026 while others will become effective over the next several years.

At BD, our success depends upon our continued ability to identify, hire, develop, motivate and retain a talented, skilled and high-performing workforce with diverse backgrounds and experiences at all levels across our organization, worldwide, in the highly competitive medical technology industry.

Our ability to execute this strategy depends upon several factors, including associate growth and development, compensation and benefits, and fostering a culture of inclusion.

We strive to continually invest in our associates with the goal of being an employer of choice for our approximately 72,000 associates located in 61 countries (as of September 30, 2025).

We are committed to empowering associates to drive their performance and shape their development within a culture grounded in excellence through performance management, talent development and education.

Our performance management approach emphasizes clear goals, continuous learning, timely feedback and disciplined execution with the goal of driving accountability and delivering meaningful results.

This approach helps to ensure that associates are supported with the tools, coaching and learning experiences needed to elevate performance and realize their potential.

In 2025, we reintroduced performance ratings and calibration to strengthen a culture of performance differentiation and help ensure that rewards align with individual associate impact and contributions to our overall strategic objectives.

We invest intentionally in developing our talent with the capabilities needed to advance our strategy and serve our customers and patients.

We believe our annual Strategic Organizational Planning process enables us to identify and address the capabilities necessary to advance our strategic goals and talent gaps across our enterprise, and in turn, helps ensure that our workforce is equipped to meet evolving business needs, deliver on long-term strategic priorities.

Once identified, we rely on internal education efforts to activate these capabilities and embed them across our enterprise.

For example, all associates have access to BD University (“BDU”), our internal learning curriculum that builds core and management capabilities in a range of formats to support learning at scale.

To accelerate leadership readiness, BDU also offers targeted, nomination-based programs, delivered in partnership with external experts, designed to develop high-potential leaders and help strengthen our succession planning efforts.

We are also committed to compensating all associates fairly and equitably for their contributions to our performance and as part of this commitment, we periodically conduct comprehensive audits, internal and external analyses, salary benchmarking and assessments to identify and remedy compensation disparities.

Culture of Inclusion and Philanthropy

We take pride in building teams with diverse expertise and a deep understanding of the needs of varying populations to best serve our customers and patients worldwide.

Separately, we offer meaningful volunteer opportunities, enabling associates to apply and teach their specific skill sets and capabilities to help strengthen health systems in low-resource settings.

Each ARG has strategic goals aligned with their respective missions, centered around efforts to advance company goals, connect with local communities and support associates with growing their careers.

reports to shareholders.

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

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

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

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

Parata

On July 18, 2022, BD completed the acquisition of Parata Systems (“Parata”), an innovative provider of pharmacy automation solutions.

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

Since the acquisition date, financial results for Parata's product offerings are being reported within results for the Medical segment’s Medication Management Solutions unit.

cost manufacturers has created increased pricing pressures.

BD also is subject to various federal and state laws, and laws outside the United States, concerning healthcare fraud and abuse (including false claims laws and anti-kickback laws), global anti-corruption, transportation, safety and health, and customs and exports.

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

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

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

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.

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

On October 28, 2019, BD entered into a consent order with the Environmental Protection Division of the Georgia Department of Natural Resources (the “EPD”), following the filing of a complaint and motion for temporary restraining order by the EPD seeking to enjoin BD from continuing sterilization operations at its Covington, Georgia facility.

Under the terms of the consent order, which has been amended two times upon mutual agreement of BD and EPD, BD voluntarily agreed to a number of operational changes at its Covington and Madison, Georgia facilities, as well as at its distribution center in Covington, designed to further reduce ethylene oxide emissions, including but not limited to operating at a reduced capacity until successful implementation of fugitive emission control technology, ongoing ambient air monitoring and operational controls at such facilities.

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 ambient air monitoring.

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

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.

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”).

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

Our associates are empowered to contribute their unique ideas and experiences to fuel innovation and improve patient outcomes.

As of September 30, 2024, BD is comprised of approximately 74,000 associates located in 61 countries.

Attracting, developing and retaining talented people in all different functions is crucial to executing our strategy and our ability to compete effectively in a highly competitive medical technology industry.

Our ability to recruit and retain such talent depends on several factors, including compensation and benefits, talent development and career opportunities, and our unique culture.

To that end, we continually invest in our associates to be an employer of choice.

Inclusion, Diversity & Equity

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

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

A key component of our journey to continually build a better BD is our commitment to global inclusion, diversity and equity (“ID&E”).

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.

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

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

We remain committed to sustaining meaningful, long-term strategic partnerships and programs to help address equitable access to care and advance the health of our communities around the world.

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

Through the recently launched BD Community Investment Fund, we are investing over $2 million across more than 25 communities in FY2025, where BD has a significant footprint and share of the employment market.

Grant recipients are community-based nonprofits with missions that are strategically aligned to BD’s health equity strategy and are working to address equal access to healthcare and social determinants of health in their communities.

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

[removed: UNITED STATES SECURITIES] [added: SECURITIES] AND EXCHANGE COMMISSION

For the fiscal year ended September 30, [removed: 2024][added: 2025]

Yes [removed: ☑ No] ☐ [added: No ☑]

As of March 31, [removed: 2024,] [added: 2025,] the aggregate market value of the registrant’s outstanding common stock held by non-affiliates of the registrant was approximately [removed: $71,455,056,628.][added: $65,472,902,857.]

As of October 31, [removed: 2024, 289,122,120] [added: 2025, 285,418,551] 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: 28, 2025] [added: 27, 2026] are incorporated by reference into Part III hereof.

| [Item 1. [removed: Business](#i27a448c89cec45ef9e3877c9734386ff_16)] [added: Business](#i101f1c01d7e544198ad4a4dfbc34e14a_16)] | | | [removed: [1](#i27a448c89cec45ef9e3877c9734386ff_16)] [added: [1](#i101f1c01d7e544198ad4a4dfbc34e14a_16)] | | |

| [Item 1A. Risk [removed: Factors](#i27a448c89cec45ef9e3877c9734386ff_19)] [added: Factors](#i101f1c01d7e544198ad4a4dfbc34e14a_19)] | | | [removed: [13](#i27a448c89cec45ef9e3877c9734386ff_19)] [added: [14](#i101f1c01d7e544198ad4a4dfbc34e14a_19)] | | |

| [Information About Our Executive [removed: Officers](#i27a448c89cec45ef9e3877c9734386ff_22)] [added: Officers](#i101f1c01d7e544198ad4a4dfbc34e14a_22)] | | | [removed: [27](#i27a448c89cec45ef9e3877c9734386ff_22)] [added: [29](#i101f1c01d7e544198ad4a4dfbc34e14a_22)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#i27a448c89cec45ef9e3877c9734386ff_25)] [added: Comments](#i101f1c01d7e544198ad4a4dfbc34e14a_25)] | | | [removed: [28](#i27a448c89cec45ef9e3877c9734386ff_25)] [added: [29](#i101f1c01d7e544198ad4a4dfbc34e14a_25)] | | |

| [Item [removed: 1C.](#i27a448c89cec45ef9e3877c9734386ff_1423) [Cybersecurity](#i27a448c89cec45ef9e3877c9734386ff_1423)] [added: 1C.](#i101f1c01d7e544198ad4a4dfbc34e14a_28) [Cybersecurity](#i101f1c01d7e544198ad4a4dfbc34e14a_28)] | | | [removed: [28](#i27a448c89cec45ef9e3877c9734386ff_1423)] [added: [30](#i101f1c01d7e544198ad4a4dfbc34e14a_28)] | | |

| [Item 2. [removed: Properties](#i27a448c89cec45ef9e3877c9734386ff_28)] [added: Properties](#i101f1c01d7e544198ad4a4dfbc34e14a_31)] | | | [removed: [30](#i27a448c89cec45ef9e3877c9734386ff_28)] [added: [33](#i101f1c01d7e544198ad4a4dfbc34e14a_31)] | | |

| [Item 3. Legal [removed: Proceedings](#i27a448c89cec45ef9e3877c9734386ff_31)] [added: Proceedings](#i101f1c01d7e544198ad4a4dfbc34e14a_34)] | | | [removed: [31](#i27a448c89cec45ef9e3877c9734386ff_31)] [added: [33](#i101f1c01d7e544198ad4a4dfbc34e14a_34)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i27a448c89cec45ef9e3877c9734386ff_34)] [added: Disclosures](#i101f1c01d7e544198ad4a4dfbc34e14a_37)] | | | [removed: [31](#i27a448c89cec45ef9e3877c9734386ff_34)] [added: [33](#i101f1c01d7e544198ad4a4dfbc34e14a_37)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i27a448c89cec45ef9e3877c9734386ff_40)] [added: Securities](#i101f1c01d7e544198ad4a4dfbc34e14a_43)] | | | [removed: [32](#i27a448c89cec45ef9e3877c9734386ff_40)] [added: [34](#i101f1c01d7e544198ad4a4dfbc34e14a_43)] | | |

| [Item 6. [removed: (Reserved)](#i27a448c89cec45ef9e3877c9734386ff_43)] [added: (Reserved)](#i101f1c01d7e544198ad4a4dfbc34e14a_46)] | | | [removed: [32](#i27a448c89cec45ef9e3877c9734386ff_43)] [added: [34](#i101f1c01d7e544198ad4a4dfbc34e14a_46)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i27a448c89cec45ef9e3877c9734386ff_46)] [added: Operations](#i101f1c01d7e544198ad4a4dfbc34e14a_49)] | | | [removed: [33](#i27a448c89cec45ef9e3877c9734386ff_46)] [added: [35](#i101f1c01d7e544198ad4a4dfbc34e14a_49)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i27a448c89cec45ef9e3877c9734386ff_49)] [added: Risk](#i101f1c01d7e544198ad4a4dfbc34e14a_52)] | | | [removed: [57](#i27a448c89cec45ef9e3877c9734386ff_49)] [added: [60](#i101f1c01d7e544198ad4a4dfbc34e14a_52)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i27a448c89cec45ef9e3877c9734386ff_52)] [added: Data](#i101f1c01d7e544198ad4a4dfbc34e14a_55)] | | | [removed: [58](#i27a448c89cec45ef9e3877c9734386ff_52)] [added: [61](#i101f1c01d7e544198ad4a4dfbc34e14a_55)] | | |

| [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i27a448c89cec45ef9e3877c9734386ff_133)] [added: Disclosure](#i101f1c01d7e544198ad4a4dfbc34e14a_136)] | | | [removed: [113](#i27a448c89cec45ef9e3877c9734386ff_133)] [added: [117](#i101f1c01d7e544198ad4a4dfbc34e14a_136)] | | |

| [Item 9A. Controls and [removed: Procedures](#i27a448c89cec45ef9e3877c9734386ff_136)] [added: Procedures](#i101f1c01d7e544198ad4a4dfbc34e14a_139)] | | | [removed: [113](#i27a448c89cec45ef9e3877c9734386ff_136)] [added: [117](#i101f1c01d7e544198ad4a4dfbc34e14a_139)] | | |

| [Item 9B. Other [removed: Information](#i27a448c89cec45ef9e3877c9734386ff_139)] [added: Information](#i101f1c01d7e544198ad4a4dfbc34e14a_142)] | | | [removed: [113](#i27a448c89cec45ef9e3877c9734386ff_139)] [added: [117](#i101f1c01d7e544198ad4a4dfbc34e14a_142)] | | |

| [Item [removed: 9C. Disclosure] [added: 9C.](#i101f1c01d7e544198ad4a4dfbc34e14a_148) [Disclosure] Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i27a448c89cec45ef9e3877c9734386ff_142)] [added: Inspections](#i101f1c01d7e544198ad4a4dfbc34e14a_148)] | | | [removed: [114](#i27a448c89cec45ef9e3877c9734386ff_142)] [added: [117](#i101f1c01d7e544198ad4a4dfbc34e14a_148)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i27a448c89cec45ef9e3877c9734386ff_148)] [added: Governance](#i101f1c01d7e544198ad4a4dfbc34e14a_154)] | | | [removed: [115](#i27a448c89cec45ef9e3877c9734386ff_148)] [added: [118](#i101f1c01d7e544198ad4a4dfbc34e14a_154)] | | |

| [Item 11. Executive [removed: Compensation](#i27a448c89cec45ef9e3877c9734386ff_151)] [added: Compensation](#i101f1c01d7e544198ad4a4dfbc34e14a_157)] | | | [removed: [115](#i27a448c89cec45ef9e3877c9734386ff_151)] [added: [118](#i101f1c01d7e544198ad4a4dfbc34e14a_157)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i27a448c89cec45ef9e3877c9734386ff_154)] [added: Matters](#i101f1c01d7e544198ad4a4dfbc34e14a_160)] | | | [removed: [115](#i27a448c89cec45ef9e3877c9734386ff_154)] [added: [118](#i101f1c01d7e544198ad4a4dfbc34e14a_160)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i27a448c89cec45ef9e3877c9734386ff_157)] [added: Independence](#i101f1c01d7e544198ad4a4dfbc34e14a_163)] | | | [removed: [115](#i27a448c89cec45ef9e3877c9734386ff_157)] [added: [118](#i101f1c01d7e544198ad4a4dfbc34e14a_163)] | | |

| [Item 14. Principal Accounting Fees and [removed: Services](#i27a448c89cec45ef9e3877c9734386ff_160)] [added: Services](#i101f1c01d7e544198ad4a4dfbc34e14a_166)] | | | [removed: [115](#i27a448c89cec45ef9e3877c9734386ff_160)] [added: [118](#i101f1c01d7e544198ad4a4dfbc34e14a_166)] | | |

| [Item 15. Exhibits, Financial Statement [removed: Schedules](#i27a448c89cec45ef9e3877c9734386ff_166)] [added: Schedules](#i101f1c01d7e544198ad4a4dfbc34e14a_172)] | | | [removed: [116](#i27a448c89cec45ef9e3877c9734386ff_166)] [added: [119](#i101f1c01d7e544198ad4a4dfbc34e14a_172)] | | |

[Table of](#i101f1c01d7e544198ad4a4dfbc34e14a_10) [Contents](#i101f1c01d7e544198ad4a4dfbc34e14a_10)

UNITED STATES

| [PART I](#i101f1c01d7e544198ad4a4dfbc34e14a_13) | | | [1](#i101f1c01d7e544198ad4a4dfbc34e14a_13) | | |

| [PART II](#i101f1c01d7e544198ad4a4dfbc34e14a_40) | | | [34](#i101f1c01d7e544198ad4a4dfbc34e14a_40) | | |

| [PART III](#i101f1c01d7e544198ad4a4dfbc34e14a_151) | | | [118](#i101f1c01d7e544198ad4a4dfbc34e14a_154) | | |

| [PART IV](#i101f1c01d7e544198ad4a4dfbc34e14a_169) | | | [119](#i101f1c01d7e544198ad4a4dfbc34e14a_169) | | |

| [Item 16.](#i101f1c01d7e544198ad4a4dfbc34e14a_175) [Form 10-K Summary](#i101f1c01d7e544198ad4a4dfbc34e14a_175) | | | [119](#i101f1c01d7e544198ad4a4dfbc34e14a_172) | | |

| [EXHIBIT INDEX](#i101f1c01d7e544198ad4a4dfbc34e14a_178) | | | [120](#i101f1c01d7e544198ad4a4dfbc34e14a_178) | | |

| [SIGNATURES](#i101f1c01d7e544198ad4a4dfbc34e14a_181) | | | [126](#i101f1c01d7e544198ad4a4dfbc34e14a_181) | | |

| 3.020% Notes due May 24, 2025 | | | | | | BDX25 | | | | | | New York Stock Exchange | | |

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

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

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

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

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

| [Item 16. Form 10-K Summary](#i27a448c89cec45ef9e3877c9734386ff_169) | | | [116](#i27a448c89cec45ef9e3877c9734386ff_166) | | |

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

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

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

We also [added: engage independent third parties to conduct cybersecurity assessments and attestations, and we] collaborate with government and industry [removed: leaders] [added: leaders, including industry working groups,] to gather and share cybersecurity threat intelligence.

We provide mandatory [removed: annual] [added: quarterly] cybersecurity awareness training [removed: for our 70,000+ associates,] [added: tailored to associates’] and [added: contractors’ role-based responsibilities, and] we send phishing simulation emails monthly to all [removed: associates who use] [added: users with] a BD email address and an assigned computing device.

[removed: We] [added: Where permitted by law, we] also use tools to monitor [removed: unintentional] [added: the] sharing of personal, confidential and proprietary [removed: information.][added: information to detect intentional or unintentional exfiltration from BD systems.]

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 [removed: data.][added: data, including data of our customers.]

We strive to align BD Information Security policies and procedures with industry best practices, including the NIST Cybersecurity [removed: Framework,] [added: Framework 2.0,] 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 [removed: devices.][added: devices as required by law under Section 524B of the Federal Food, Drug, and Cosmetic Act (FD&C Act).]

In [removed: July 2024,] [added: 2025,] BD engaged a third-party auditor to complete its [removed: second] [added: third] enterprise-level annual surveillance audit for ISO 27001, which determined that BD continues to meet these rigorous standards.

This program includes supplier cybersecurity vetting at [removed: the time of engagement,] [added: onboarding, and] cybersecurity risk [removed: assessments] [added: assessments, remediation,] and [removed: cybersecurity] [added: cyber] vulnerability [removed: monitoring.][added: monitoring while in-use, and deeper dive cyber risk assessments and security compliance]

Our third-party risk management program is [added: assessed for maturity by an independent third party and is] aligned with NIST and ISO/IEC [removed: frameworks and is focused on continuous improvement through intelligence sharing with industry groups.][added: frameworks.]

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 [removed: threats,] [added: threats] that have materially affected or are reasonably likely to materially affect BD.

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

In addition, our management periodically conducts cybersecurity crisis simulations [added: and shares outcomes] with the full Board to raise awareness of cybersecurity risks and enhance our incident [added: response] preparedness.

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 [removed: groups, most recently serving as chair of the Health Information Sharing and Analysis Center (the “HISAC”) Information Security Risk Management Working Group.][added: groups.]

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 [removed: implementing security by design, security in use and product end of life strategies] [added: cybersecurity] across [added: the product lifecycle—including new product development, in-market products and end-of-life strategies—for] our portfolio of software-based products.

Our VP of Product Security has [removed: more than 15] [added: nearly 20] years of experience in the medical device industry, including at another publicly traded company managing product [removed: security.][added: security, and has also received training from the SANS Institute.]

On a quarterly basis, our CSRC receives information from our CISO regarding [removed: BD’s] [added: our] enterprise IT, manufacturing and distribution OT and product security programs, including the Company’s strategy and progress on key initiatives.

We also have a committee consisting of senior members of our management, including our CIO and [removed: CISO,] [added: Chief Risk Officer,] to evaluate cybersecurity incidents and breaches reported to the committee by our CISO on an ad-hoc basis for potential material impacts on [removed: BD,] [added: our Company,] including its financial [removed: condition and] [added: condition,] results of [removed: operations,] [added: operations] and [added: cash flows, and to have a sub-committee of our disclosure committee] assess [removed: BD’s] [added: our] public disclosure obligations.

Our CIO and CISO provide updates to the Audit Committee, and our VP of Product Security provides updates to the QRC, multiple times per year regarding [removed: BD’s] [added: our] cybersecurity risk management program, including the results of third-party assessments, progress [removed: towards] [added: toward] cybersecurity goals and objectives, product cybersecurity matters, third-party risk management, regulatory compliance and other topics as needed.

We incorporate cybersecurity risk management into our systems and processes through a comprehensive program guided by the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework 2.0.

The Healthcare Sector Coordinating Council (HSCC) Joint Security Plan (JSP) 2.0 is a recognized industry standard that informs how we manage the security of our products.

monitoring is in place for our highest-risk suppliers.

We remain focused on continuous improvement through intelligence sharing with industry groups.

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 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: 2024,] [added: 2025,] BD owned or leased [removed: 302] [added: 290] facilities throughout the world, comprising approximately [removed: 26,555,343] [added: 26,088,029] square feet of manufacturing, warehousing, [removed: administrative,] [added: administrative] and research facilities.

The U.S. facilities, including those in Puerto Rico, comprise approximately [removed: 7,962,022] [added: 8,032,762] square feet of owned and [removed: 4,537,419] [added: 4,415,212] square feet of leased space.

The international facilities comprise approximately [removed: 10,547,043] [added: 10,324,954] square feet of owned and [removed: 3,508,859] [added: 3,315,101] square feet of leased space.

The U.S. facilities are located in 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, Washington D.C., Washington, [removed: Wisconsin,] [added: 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, [removed: Turkey,] [added: Turkey] and the United Arab Emirates.

\- *Greater Asia*, which includes facilities in Australia, Bangladesh, China, India, Indonesia, Japan, Malaysia, New Zealand, [removed: Pakistan,] the Philippines, Singapore, South Korea, Taiwan, Thailand and Vietnam.

As of [removed: November 1, 2024,] [added: October 31, 2025,] there were approximately [removed: 10,012] [added: 9,332] 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: 2024.][added: 2025.]

| Period | | | Total Number of Shares 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 [removed: (2)] [added: (3)] | | |

(1)Includes [removed: 1,413] [added: 1,868] 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.

[removed: (2)Represents] [added: (3)Includes 2,148,356] shares [removed: available] [added: remaining] under [removed: a] [added: the] repurchase program authorized by the Board of Directors on November 3, [removed: 2021, for] [added: 2021 and] 10 million [removed: shares, for which there is no expiration date.][added: shares under a repurchase program authorized by the Board of Directors on January 28, 2025.]

| July 1-31, 2025 | | | 1,666 | | | | | | $ | 178.76 | | | | | — | | | | | | 13,426,039 | | |

| August 1-31, 2025 | | | 1,277,885 | | | | | | 195.68 | | | | | | 1,277,683 | | | | | | 12,148,356 | | |

| September 1-30, 2025 | | | — | | | | | | — | | | | | | — | | | | | | 12,148,356 | | |

| Total | | | 1,279,551 | | | | | | $ | 195.66 | | | | | 1,277,683 | | | | | | 12,148,356 | | |

(2)Represents shares purchased as further discussed in Note 4 to the consolidated financial statements contained in Item 8.

Financial Statements and Supplementary Data.

There is no expiration date for either program.

In November 2025, the Company repurchased $250 million of its common stock through open market repurchases.

| 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 | | |

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

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

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

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: 2024.][added: 2025.]

| /s/ Thomas E. Polen | | | | | | /s/ Christopher J. DelOrefice | | | | | | [added: /s/ Pamela L. Spikner | | |]

| Thomas E. Polen | | | | | | Christopher J. DelOrefice | | | | | | [added: Pamela L. Spikner | | |]

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

We have audited the accompanying consolidated balance sheets of Becton, Dickinson and Company (the “Company”) as of September 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income and cash flows for each of the three years in the period ended September 30, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of [added: September 30, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated November 25, 2025 expressed an unqualified opinion thereon.]

[added: We have audited Becton, Dickinson and Company’s internal control over financial reporting as of] September 30, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), [removed: and our report dated November 27, 2024 expressed an unqualified opinion thereon.][added: (the COSO criteria).]

Critical Audit [removed: Matters][added: Matter]

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

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

| *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: $257] [added: $285] million related to uncertain tax positions as of September 30, [removed: 2024.] [added: 2025.] 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. | | |

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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income and cash flows for each of the three years in the period ended September 30, [removed: 2024,] [added: 2025,] and the related notes and our report dated November [removed: 27, 2024] [added: 25, 2025] expressed an unqualified opinion thereon.

| Millions of dollars, except per share amounts | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Revenues | | | $ | [removed: 20,178] [added: 21,840] | | | | | $ | [removed: 19,372] [added: 20,178] | | | | | $ | [removed: 18,870] [added: 19,372] | |

| Cost of products sold | | | [removed: 11,053] [added: 11,915] | | | | | | [removed: 11,202] [added: 11,053] | | | | | | [removed: 10,393] [added: 11,202] | | |

| Selling and administrative expense | | | [removed: 4,857] [added: 5,278] | | | | | | [removed: 4,719] [added: 4,857] | | | | | | [removed: 4,709] [added: 4,719] | | |

| Research and development expense | | | [removed: 1,190] [added: 1,265] | | | | | | [removed: 1,237] [added: 1,190] | | | | | | [removed: 1,256] [added: 1,237] | | |

| Integration, restructuring and transaction expense | | | [removed: 458] [added: 408] | | | | | | [removed: 313] [added: 458] | | | | | | [removed: 192] [added: 313] | | |

| Other operating expense (income), net | | | [removed: 222] [added: 396] | | | | | | [removed: (210)] [added: 222] | | | | | | [removed: 37] [added: (210)] | | |

| Total Operating Costs and Expenses | | | [removed: 17,780] [added: 19,261] | | | | | | [removed: 17,261] [added: 17,780] | | | | | | [removed: 16,588] [added: 17,261] | | |

| Operating Income | | | [removed: 2,397] [added: 2,579] | | | | | | [removed: 2,111] [added: 2,397] | | | | | | [removed: 2,282] [added: 2,111] | | |

| Interest expense | | | [removed: (528)] [added: (613)] | | | | | | [removed: (452)] [added: (528)] | | | | | | [removed: (398)] [added: (452)] | | |

| Interest income | | | [removed: 163] [added: 38] | | | | | | [removed: 49] [added: 163] | | | | | | [removed: 16] [added: 49] | | |

| Other expense, net | | | [removed: (28)] [added: (123)] | | | | | | [removed: (46)] [added: (28)] | | | | | | [removed: (117)] [added: (46)] | | |

| Income from Continuing Operations Before Income Taxes | | | [removed: 2,005] [added: 1,881] | | | | | | [removed: 1,662] [added: 2,005] | | | | | | [removed: 1,783] [added: 1,662] | | |

| Income tax provision | | | [removed: 300] [added: 203] | | | | | | [removed: 132] [added: 300] | | | | | | [removed: 148] [added: 132] | | |

| Net Income from Continuing Operations | | | [removed: 1,705] [added: 1,678] | | | | | | [removed: 1,530] [added: 1,705] | | | | | | [removed: 1,635] [added: 1,530] | | |

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

| Net Income | | | [removed: 1,705] [added: 1,678] | | | | | | [removed: 1,484] [added: 1,705] | | | | | | [removed: 1,779] [added: 1,484] | | |

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

| Net income applicable to common shareholders | | | $ | [removed: 1,705] [added: 1,678] | | | | | $ | [removed: 1,424] [added: 1,705] | | | | | $ | [removed: 1,689] [added: 1,424] | |

| Income from Continuing Operations | | | $ | [removed: 5.88] [added: 5.83] | | | | | $ | [removed: 5.14] [added: 5.88] | | | | | $ | [removed: 5.42] [added: 5.14] | |

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

| Basic Earnings per Share | | | $ | [removed: 5.88] [added: 5.83] | | | | | $ | [removed: 4.97] [added: 5.88] | | | | | $ | [removed: 5.93] [added: 4.97] | |

| Income from Continuing Operations | | | $ | [removed: 5.86] [added: 5.82] | | | | | $ | [removed: 5.10] [added: 5.86] | | | | | $ | [removed: 5.38] [added: 5.10] | |

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

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

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

| November 25, 2025 | | | | | | | | |

| November 25, 2025 | | | | | |

| Loss from Discontinued Operations | | | — | | | | | | — | | | | | | (0.16) | | |

| Net income | | | $ | 1,678 | | | | | $ | 1,705 | | | | | $ | 1,484 | |

| Inventories | | | (410) | | | | | | 98 | | | | | | (15) | | |

below an operating segment, referred to as a component.

Proposed combination of Biosciences and Diagnostic Solutions business with Waters

On July 13, 2025, the Company entered into a definitive agreement to combine its Biosciences and Diagnostic Solutions business with Waters Corporation (“Waters”) in a transaction that is expected to create an innovative life science and diagnostics leader focused on regulated, high-volume testing.

The transaction is structured as a Reverse Morris Trust, where the BD Biosciences and Diagnostic Solutions business will be spun-off to BD shareholders and simultaneously merged with a wholly-owned subsidiary of Waters.

BD’s shareholders are expected to own approximately 39.2% of the combined company, and existing Waters’ shareholders are expected to own approximately 60.8% of the combined company.

In connection with the transaction, BD expects to receive a cash distribution of approximately $4 billion prior to completion of the combination, subject to adjustment for cash, working capital, and indebtedness.

Waters is expected to assume approximately $4 billion of incremental debt.

The transaction is expected to close around the end of the first quarter of calendar year 2026, subject to receipt of required regulatory approvals, Waters shareholder approval, compliance with applicable U.S. Securities Exchange Commission (“SEC”) requirements, the receipt of a private letter ruling from the Internal Revenue Service (“IRS”) regarding certain matters germane to the U.S. federal income tax consequences of the transactions, and satisfaction of other customary closing conditions.

In September 2025, the FASB issued an accounting standard update to amend the criteria for capitalizing internal-use software costs.

This update is intended to modernize the accounting for software costs by replacing the legacy guidance under which capitalization is based on the nature of costs and the project development stage.

This update requires software capitalization to begin when (1) management has authorized and committed funding to the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended.

The update is effective for the Company beginning in its fiscal year 2029, with early adoption permitted.

The Company is currently assessing the potential impact of this update on its consolidated financial statements.

| Repurchase of common stock (c) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,533) | | | | | | (1,006) | | |

| Balance at September 30, 2025 | | | $ | 371 | | | | | $ | 20,075 | | | | | $ | 16,622 | | | | | $ | 25 | | | | | (85,192) | | | | | | $ | (9,808) | |

(c)Includes excise tax on share repurchases.

In fiscal year 2025, the Company executed and settled an accelerated share repurchase (“ASR”) agreement for the repurchase of 3.256 million shares of its common stock for total consideration of $750 million.

The Company also repurchased 1.278 million shares of its common stock through open market repurchases, for total consideration of $250 million.

These share repurchase transactions were recorded as increases to *Treasury stock*.

In November 2025, the Company repurchased $250 million of its common stock through open market repurchases, which will be recorded as an increase to *Treasury stock* in the first quarter of fiscal year 2026.

On January 28, 2025, the Board of Directors authorized BD to repurchase up to an additional 10 million shares of BD common stock.

There is no expiration date for either program, and as of September 30, 2025, approximately 12 million shares remained unused under these programs.

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

| Balance at September 30, 2025 | | | $ | (1,895) | | | | | $ | (1,353) | | | | | $ | (636) | | | | | $ | 94 | | | | | $ | — | |

(a) Includes net losses relating to net investment hedges and amounts relating to intercompany balances of a long-term investment nature.

(b) The amount during the year ended September 30, 2025 is primarily related to foreign exchange contracts.

The amount during the year ended September 30, 2023 is primarily related to forward starting interest rate swaps.

The

With respect to certain of the civil investigative demands (“CIDs”) served by the Department of Justice, which are discussed below, the Company may not be able to determine if a

This increase in the number of outstanding hernia repair device claims did not materially impact the Company’s accrual for this matter, because the underlying estimate of the Company’s liability includes and already accounts for unfiled claims.

As of September 30, 2025, the Company is defending approximately 2,380 product liability claims involving the Company’s line of implantable ports, the majority of which are pending in an MDL in the United States District Court for the District of Arizona, with the first scheduled trial to commence in April 2026.

the shareholders.

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 | | | | | | | | |

We have audited Becton, Dickinson and Company’s internal control over financial reporting as of September 30, 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).

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 | | | | | |

| Inventories | | | 98 | | | | | | (15) | | | | | | (631) | | |

| Distribution from Embecta Corp. (see Note 2) | | | — | | | | | | — | | | | | | 1,266 | | |

| Net transfer of cash to Embecta upon spin-off | | | — | | | | | | — | | | | | | (265) | | |

| Net cash used for investing activities | | | — | | | | | | — | | | | | | (11) | | |

| Net cash provided by financing activities | | | — | | | | | | — | | | | | | 145 | | |

| Net Cash (Used for) Provided by Discontinued Operations | | | (46) | | | | | | (1) | | | | | | 298 | | |

On April 1, 2022, the Company completed the spin-off of its Diabetes Care business as a separate publicly traded company.

The historical results of the Diabetes Care business (previously included in BD’s Medical segment) that was contributed to Embecta Corp ("Embecta") in the spin-off were reflected as discontinued operations in the Company’s consolidated financial statements.

years for leasehold improvements.

On April 1, 2022, the Company completed the spin-off of its former Diabetes Care business as a separate publicly traded company named Embecta through a distribution of Embecta’s publicly traded common stock (listed on NASDAQ under the ticker symbol "EMBC") to BD’s shareholders of record as of the close of business on March 22, 2022 (the “record date”).

The Company distributed one share of Embecta common stock for every five common shares of BD outstanding as of the record date and shareholders received cash in lieu of fractional shares of Embecta common stock.

BD retained no ownership interest in Embecta subsequent to the spin-off.

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

The Company and Embecta entered into various agreements to effect the spin-off and provide a framework for the relationship between the Company and Embecta after the spin-off.

Such agreements include the separation and distribution agreement, as well as the following ongoing agreements: a cannula supply agreement, an intellectual property matters agreement, a transition services agreement, manufacturing and 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.

Under these agreements, the Company has continued to provide certain products and services to

Embecta following the spin-off.

The agreements do not provide the Company with the ability to influence the operating or financial policies of Embecta subsequent to the spin-off date.

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

| Total Operating Costs and Expenses | | | | | | | | | 348 | | |

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

For fiscal year 2022, in the table above, *Other operating expense, net,* includes $30 million of costs incurred by the Company to execute the spin-off and other costs for related residual activities, as well as $78 million of separation costs incurred by the Company prior to the spin-off date, including those for consulting, legal, tax and other advisory services associated with the spin-off.

The amounts of *Revenues* and *Cost of products sold* from discontinued operations detailed above include previously eliminated intercompany transactions that occurred between BD and Embecta which resulted in a third-party sale in the same period.

On July 1, 2022, the Company early-adopted an accounting standard update issued by the FASB, which requires an entity to apply the provisions of Accounting Standard Codification Topic 606, "Revenue from Contracts with Customers," ("ASC 606") when recognizing and measuring contract assets and contract liabilities acquired in a business combination.

business combinations that occurred during fiscal year 2022 did not have a material impact on its consolidated financial statements.

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

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 [removed: 1934)] [added: 1934,] as [added: amended (the “Exchange Act”) as] of September 30, [removed: 2024.][added: 2025.]

There were no changes in our internal control over financial reporting during the fiscal quarter ended September 30, [removed: 2024] [added: 2025] 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: 2024, certain] [added: 2025, none] of our officers [removed: adopted “Rule] [added: or directors adopted, terminated or modified any “non-Rule] 10b5-1 trading [removed: arrangements,”] [added: arrangements”] as defined in Item 408(a) of Regulation S-K of the Exchange [removed: Act, as follows.][added: Act.]

On August [removed: 2, 2024,] [added: 13, 2025,] 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.

[removed: Mr.] [added: Dr.] Garrison’s plan is [removed: for] [added: for:] (i) the exercise of up to [removed: 15,467 stock appreciation rights (“SARs”)] [added: 3,054 SARs] at various exercise prices, net of shares withheld to satisfy applicable taxes, [removed: (ii) the sale of up to 1,383 shares of BD’s common stock,] (iii) the sale of up to [removed: 3,640] [added: 999] 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 [removed: 1,660] [added: 4,063] 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 [removed: 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 [removed: 2, 2025.][added: 1, 2026.]

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

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 [removed: 5, 2025.][added: 3, 2026.]

Mr. [removed: Goette’s] [added: Polen’s] plan is [removed: for] [added: for:] (i) the exercise of up to [removed: 13,334 SARs] [added: 47,700 stock appreciation rights (“SARs”)] at various exercise prices, net of shares withheld to satisfy applicable [removed: taxes and (ii) the sale of up to 1,277 shares of BD’s common stock.][added: taxes.]

[removed: During the three months ended September 30, 2024,] [added: Other than as set forth below,] none of our [removed: officers or] directors [added: and officers] adopted, terminated or modified any [removed: “non-Rule] [added: “Rule] 10b5-1 trading [removed: arrangement,”] [added: arrangements,”] as defined in Item 408(a) of Regulation S-K of the Exchange [removed: Act.][added: Act during the three months ended September 30, 2025:]

On August 13, 2025, Thomas E.

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.

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.

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: 2024] [added: 2025] (the [removed: “2025] [added: “2026] Proxy Statement”), and such information is incorporated herein by reference.

Information relating to the Audit Committee of the BD Board of Directors required by this item will be contained under the caption “The Board and committees of the Board - Audit Committee” and information regarding BD’s code of ethics required by this item will be contained under the heading “The Board and committees of the Board - [removed: ESG] [added: Corporate Sustainability oversight] - Code of Conduct” in [removed: BD’s 2025] [added: the 2026] Proxy [removed: statement,] [added: 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 [removed: BD’s 2025] [added: the 2026] Proxy Statement, and such information is incorporated herein by reference.

The information required by this item will be contained under the captions [removed: “Executive Compensation,”] [added: “Compensation Discussion and Analysis,”] “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 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 [removed: BD’s 2025] [added: the 2026] 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 [removed: BD’s 2025] [added: the 2026] 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 [removed: BD’s 2025] [added: the 2026] Proxy Statement, and such information is incorporated herein by reference.

Ratification of Selection of Independent Registered Public Accounting Firm” in [removed: BD’s 2025] [added: the 2026] 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: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

◦Consolidated Statements of Comprehensive Income — Years ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

◦Consolidated Balance Sheets — September 30, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

◦Consolidated Statements of Cash Flows — Years ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

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

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

| [removed: [3(b)](https://www.sec.gov/Archives/edgar/data/10795/000001079523000081/by-lawsasofseptember19_202.htm)] [added: [3(b)](https://www.sec.gov/Archives/edgar/data/10795/000001079525000041/exh3by-lawsasamendedasofap.htm)] | | | | | | By-Laws, as amended as of [removed: September 19, 2023.] [added: April 29, 2025.] | | | | | | Incorporated by reference to Exhibit [removed: 3.1] [added: 3] to the registrant’s Current Report on Form 8-K filed on [removed: September 21, 2023. | | |] [added: May 2, 2025.] | | |

| [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 [added: the registrant’s Current Report on] Form 8-K filed [removed: by the registrant] on July 31, 1997. | | | [removed: | | |]

| [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. | | | [removed: | | |]

| [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, [removed: 1999. | | |] [added: 1998.] | | |

| [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 [removed: registrant's] [added: registrant’s] Current Report on Form 8-K filed on May 13, 2009. | | | [removed: | | |]

| [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. | | | [removed: | | |]

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

| [removed: [4(g)](https://www.sec.gov/Archives/edgar/data/10795/000119312514442073/d837485dex45.htm)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000119312516789747/d310032dex42.htm)[h](https://www.sec.gov/Archives/edgar/data/10795/000119312516789747/d310032dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000119312516789747/d310032dex42.htm)] | | | | | | Form of [removed: 4.685%] [added: 1.900%] Notes due December 15, [removed: 2044.] [added: 2026.] | | | | | | Incorporated by reference to Exhibit [removed: 4.5] [added: 4.2] to the registrant’s Current Report on Form 8-K filed on December [removed: 15, 2014. | | |] [added: 9, 2016.] | | |

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

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000119312517383523/d517273dex44.htm)[k](https://www.sec.gov/Archives/edgar/data/10795/000119312517383523/d517273dex44.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000119312517383523/d517273dex44.htm)] | | | | | | Form of [removed: 1.900%] [added: 6.700%] Notes due December [removed: 15,] [added: 1,] 2026. | | | | | | Incorporated by reference to Exhibit [removed: 4.2] [added: 4.4] to the [removed: registrant's] [added: registrant’s] Current Report on Form 8-K filed on December [removed: 9, 2016. | | |] [added: 29, 2017.] | | |

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

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

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

| [removed: [4(](https://www.sec.gov/Archives/edgar/data/9892/0000009892-96-000013.txt)[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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/9892/0000009892-96-000013.txt)[l](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, [removed: Inc.'s] [added: Inc.’s] Registration Statement on Form S-3 (File No. 333-05997). | | | [removed: | | |]

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/9892/000119312517179095/d377270dex42.htm)[m](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 [removed: the] [added: C.R. Bard, Inc.’s] Current Report on Form 8-K [removed: of C.R. Bard, Inc.] filed on May 23, 2017. | | | [removed: | | |]

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036120012072/nc10012106x1_ex4-2.htm)[r](https://www.sec.gov/Archives/edgar/data/10795/000114036120012072/nc10012106x1_ex4-2.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036120012072/nc10012106x1_ex4-2.htm)] | | | | | | Form of [removed: 3.020%] [added: 3.794%] Notes due May [removed: 24, 2025.] [added: 20, 2050.] | | | | | | Incorporated by reference to Exhibit 4.2 to the [removed: registrant's] [added: registrant’s] Current Report on Form 8-K filed on May [removed: 24, 2018. | | |] [added: 20, 2020.] | | |

| [removed: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036119009390/nt10001947x1_ex4-7.htm)[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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036119009390/nt10001947x1_ex4-7.htm)[n](https://www.sec.gov/Archives/edgar/data/10795/000114036119009390/nt10001947x1_ex4-7.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036119009390/nt10001947x1_ex4-7.htm)] | | | | | | Indenture, dated as of May 17, 2019, among Becton Dickinson Euro Finance S.à r.l. (“Becton Finance”), as issuer, Becton, Dickinson and Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee. | | | | | | Incorporated by reference to Exhibit 4.7 to the registrant’s Post-Effective Amendment to the Registration Statement on Form S-3 filed on May 17, 2019. | | | [removed: | | |]

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036119010401/nc10002034x4_ex4-1.htm)[o](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 [removed: registrant's] [added: registrant’s] Current Report on Form 8-K filed on June 4, 2019. | | | [removed: | | |]

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036124029309/ny20030306x14_ex4-4.htm)[jj](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 [removed: 1.208% Note] [added: 5.081% Notes] due June [removed: 4, 2026.] [added: 7, 2029.] | | | | | | Incorporated by reference to Exhibit 4.4 to the [removed: registrant's] [added: registrant’s] Current Report on Form 8-K filed on June [removed: 4, 2019. | | |] [added: 7, 2024.] | | |

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036120012072/nc10012106x1_ex4-1.htm)[q](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. | | | [removed: | | |]

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-2.htm)[w](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-2.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-2.htm)] | | | | | | Form of [removed: 3.794%] [added: 0.334%] Notes due [removed: May 20, 2050.] [added: August 13, 2028.] | | | | | | Incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on [removed: May 20, 2020. | | |] [added: August 13, 2021.] | | |

| [removed: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121004377/nt10019789x6_ex4-1.htm)[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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121004377/nt10019789x6_ex4-1.htm)[s](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 [removed: registrant's] [added: registrant’s] Current Report on Form 8-K filed on February 11, 2021. | | | [removed: | | |]

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121004715/nt10019789x8_ex4-1.htm)[t](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 [removed: registrant's] [added: registrant’s] Current Report on Form 8-K filed on February 12, 2021. | | | [removed: | | |]

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121004715/nt10019789x8_ex4-2.htm)[u](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 [removed: registrant's] [added: registrant’s] Current Report on Form 8-K filed on February 12, 2021. | | | [removed: | | |]

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036121028306/ny20000253x8_ex4-1.htm)[v](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 [removed: registrant's] [added: registrant’s] Current Report on Form 8-K filed on August 13, 2021. | | | [removed: | | |]

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

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036123006356/ny20007273x8_ex4-3.htm)[cc](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 [removed: 1.336%] [added: 4.693%] Notes due [removed: August] [added: February] 13, [removed: 2041.] [added: 2028.] | | | | | | Incorporated by reference to Exhibit 4.3 to the [removed: registrant's] [added: registrant’s] Current Report on Form 8-K filed on [removed: August] [added: February] 13, [removed: 2021. | | |] [added: 2023.] | | |

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036124006440/ny20020446x10_ex4-3.htm)[ff](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 [removed: 0.034%] [added: 5.110%] Notes due [removed: August 13, 2025.] [added: February 8, 2034.] | | | | | | Incorporated by reference to Exhibit 4.3 to the registrant’s [removed: registration statement] [added: Current Report] on Form [removed: 8-A] [added: 8-K] filed on [removed: August 13, 2021. | | |] [added: February 8, 2024.] | | |

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036122030495/ny20004957x5_ex4-1.htm)[y](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 [removed: registrant's] [added: registrant’s] Current Report on Form 8-K filed on August 22, 2022. | | | [removed: | | |]

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000001079525000099/a09-30x2025ex4z.htm)[z](https://www.sec.gov/Archives/edgar/data/10795/000001079525000099/a09-30x2025ex4z.htm)[)](https://www.sec.gov/Archives/edgar/data/10795/000001079525000099/a09-30x2025ex4z.htm)] | | | | | | Description of the Registrant’s Securities. | | | | | | Filed with this report. | | | [removed: | | |]

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036123006356/ny20007273x8_ex4-1.htm)[a](https://www.sec.gov/Archives/edgar/data/10795/000114036123006356/ny20007273x8_ex4-1.htm)[a](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 [removed: registrant's] [added: registrant’s] Current Report on Form 8-K filed on February 13, 2023. | | | [removed: | | |]

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036123006356/ny20007273x8_ex4-2.htm)[bb](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 [removed: registrant's] [added: registrant’s] Current Report on Form 8-K filed on February 13, 2023. | | | [removed: | | |]

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036124029309/ny20030306x14_ex4-3.htm)[ii](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: 4.693%] [added: 4.029%] Notes due [removed: February 13, 2028.] [added: June 7, 2036.] | | | | | | Incorporated by reference to Exhibit 4.3 to the [removed: registrant's] [added: registrant’s] Current Report on Form 8-K filed on [removed: February 13, 2023. | | |] [added: June 7, 2024.] | | |

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

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

| [removed: [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)] [added: [4(](https://www.sec.gov/Archives/edgar/data/10795/000114036124029309/ny20030306x14_ex4-1.htm)[gg](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: 5.110%] [added: 3.828%] Notes due [removed: February 8, 2034] [added: June 7, 2032.] | | | | | | Incorporated by reference to Exhibit [removed: 4.3] [added: 4.1] to the registrant’s Current Report on Form 8-K filed on [removed: February 8,] [added: June 7,] 2024. | | | [removed: | | |]