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Item 8. Financial Statements and Supplementary Data.

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Item 8. Financial Statements and Supplementary Data.

Reports of Management

Management’s Responsibilities

The following financial statements have been prepared by management in conformity with U.S. generally accepted accounting principles and include, where required, amounts based on the best estimates and judgments of management. The integrity and objectivity of data in the financial statements and elsewhere in this Annual Report are the responsibility of management.

In fulfilling its responsibilities for the integrity of the data presented and to safeguard the Company’s assets, management employs a system of internal accounting controls designed to provide reasonable assurance, at appropriate cost, that the Company’s assets are protected and that transactions are appropriately authorized, recorded and summarized. This system of control is supported by the selection of qualified personnel, by organizational assignments that provide appropriate delegation of authority and division of responsibilities, and by the dissemination of written policies and procedures. This control structure is further reinforced by a program of internal audits, including a policy that requires responsive action by management.

The Board of Directors monitors the internal control system, including internal accounting and financial reporting controls, through its Audit Committee, which consists of six independent Directors. The Audit Committee meets periodically with the independent registered public accounting firm, the internal auditors and management to review the work of each and to satisfy itself that they are properly discharging their responsibilities. The independent registered public accounting firm and the internal auditors have full and free access to the Audit Committee and meet with its members, with and without management present, to discuss the scope and results of their audits including internal control, auditing and financial reporting matters.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Management conducted an assessment of the effectiveness of internal control over financial reporting based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

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, 2025.

The financial statements and internal control over financial reporting have been audited by Ernst & Young LLP, an independent registered public accounting firm. Ernst & Young’s reports with respect to fairness of the presentation of the financial statements, and the effectiveness of internal control over financial reporting, are included herein.

/s/ Thomas E. Polen/s/ Christopher J. DelOrefice/s/ Pamela L. Spikner
Thomas E. PolenChristopher J. DelOreficePamela L. Spikner
Chairman, Chief Executive Officer and PresidentExecutive Vice President and Chief Financial OfficerSenior Vice President and Controller, Chief Accounting Officer

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Becton, Dickinson and Company

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Becton, Dickinson and Company (the “Company”) as of September 30, 2025 and 2024, the related consolidated statements of income, comprehensive income and cash flows for each of the three years in the period ended September 30, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 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 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.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) 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 the critical audit 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Income taxes — Uncertain tax positions
Description of the MatterAs 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 $285 million related to uncertain tax positions as of September 30, 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.
How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s accounting for uncertain tax positions, including assessment of the technical merits of tax positions. To evaluate whether the technical merits of uncertain tax positions are more likely than not sustainable, our audit procedures included, among others, evaluation of applicable tax law, tax regulations and other regulatory guidance by our tax subject matter professionals. We also involved our tax subject matter professionals in verifying our understanding of the relevant facts and analysis, by assessing the Company’s correspondence with the relevant tax authorities and evaluating third-party advice obtained by the Company. We also evaluated the adequacy of the Company’s income tax disclosures included in Note 17 to the consolidated financial statements in relation to these matters.
/s/ERNST & YOUNG LLP
We have served as the Company's auditor since 1959.
New York, New York
November 25, 2025

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Becton, Dickinson and Company

Opinion on Internal Control Over Financial Reporting

We have audited Becton, Dickinson and Company’s internal control over financial reporting as of 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), (the COSO criteria). In our opinion, Becton, Dickinson and Company (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, 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, 2025 and 2024, the related consolidated statements of income, comprehensive income and cash flows for each of the three years in the period ended September 30, 2025, and the related notes and our report dated November 25, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ ERNST & YOUNG LLP
New York, New York
November 25, 2025

Consolidated Statements of Income

Becton, Dickinson and Company

Years Ended September 30

Millions of dollars, except per share amounts202520242023
Revenues$21,840$20,178$19,372
Cost of products sold11,91511,05311,202
Selling and administrative expense5,2784,8574,719
Research and development expense1,2651,1901,237
Integration, restructuring and transaction expense408458313
Other operating expense (income), net396222(210)
Total Operating Costs and Expenses19,26117,78017,261
Operating Income2,5792,3972,111
Interest expense(613)(528)(452)
Interest income3816349
Other expense, net(123)(28)(46)
Income from Continuing Operations Before Income Taxes1,8812,0051,662
Income tax provision203300132
Net Income from Continuing Operations1,6781,7051,530
Loss from Discontinued Operations, Net of Tax——(46)
Net Income1,6781,7051,484
Preferred stock dividends——(60)
Net income applicable to common shareholders$1,678$1,705$1,424
Basic Earnings per Share
Income from Continuing Operations$5.83$5.88$5.14
Loss from Discontinued Operations——(0.16)
Basic Earnings per Share$5.83$5.88$4.97
Diluted Earnings per Share
Income from Continuing Operations$5.82$5.86$5.10
Loss from Discontinued Operations——(0.16)
Diluted Earnings per Share$5.82$5.86$4.94

Amounts may not add due to rounding.

See notes to consolidated financial statements.

Consolidated Statements of Comprehensive Income

Becton, Dickinson and Company

Years Ended September 30

Millions of dollars202520242023
Net Income$1,678$1,705$1,484
Other Comprehensive (Loss) Income, Net of Tax
Foreign currency translation adjustments(109)(166)(91)
Defined benefit pension and postretirement plans(79)144
Cash flow hedges24(32)27
Unrealized gain (loss) on available-for-sale debt securities1(1)—
Other Comprehensive Loss, Net of Tax(163)(184)(60)
Comprehensive Income$1,515$1,521$1,424

Amounts may not add due to rounding.

See notes to consolidated financial statements.

Consolidated Balance Sheets

Becton, Dickinson and Company

September 30

Millions of dollars, except per share amounts and numbers of shares20252024
Assets
Current Assets
Cash and equivalents$641$1,717
Restricted cash210139
Short-term investments8445
Trade receivables, net2,9943,033
Inventories3,8943,843
Prepaid expenses and other1,5081,292
Total Current Assets9,25510,468
Property, Plant and Equipment, Net6,9976,821
Goodwill26,61226,465
Developed Technology, Net6,6517,733
Customer Relationships, Net2,2312,635
Other Intangibles, Net523549
Other Assets3,0562,615
Total Assets$55,325$57,286
Liabilities and Shareholders’ Equity
Current Liabilities
Current debt obligations$1,560$2,170
Accounts payable1,9741,896
Accrued expenses3,1033,476
Salaries, wages and related items1,3461,246
Income taxes329168
Total Current Liabilities8,3138,956
Long-Term Debt17,62117,940
Long-Term Employee Benefit Obligations1,069942
Deferred Income Taxes and Other Liabilities2,9333,558
Commitments and Contingencies (See Note 6)
Shareholders’ Equity
Common stock — $1 par value: authorized — 640,000,000 shares; issued — 370,594,401 shares in 2025 and 2024.371371
Capital in excess of par value20,07519,893
Retained earnings16,62216,139
Deferred compensation2525
Treasury stock — 85,192,233 shares in 2025 and 81,493,082 shares in 2024.(9,808)(8,807)
Accumulated other comprehensive loss(1,895)(1,732)
Total Shareholders’ Equity25,39025,890
Total Liabilities and Shareholders’ Equity$55,325$57,286

Amounts may not add due to rounding.

See notes to consolidated financial statements.

Consolidated Statements of Cash Flows

Becton, Dickinson and Company

Years Ended September 30

Millions of dollars202520242023
Operating Activities
Net income$1,678$1,705$1,484
Less: Loss from discontinued operations, net of tax——(46)
Income from continuing operations, net of tax1,6781,7051,530
Adjustments to net income from continuing operations to derive net cash provided by continuing operating activities:
Depreciation and amortization2,4622,2862,288
Share-based compensation258247259
Deferred income taxes(474)(211)(622)
Change in operating assets and liabilities:
Trade receivables, net71(453)(290)
Inventories(410)98(15)
Prepaid expenses and other(276)23192
Accounts payable, income taxes and other liabilities(185)625(517)
Pension obligation23(70)112
Gain on sale of business——(268)
Product remediation-related charges9838653
Other, net186(445)(332)
Net Cash Provided by Continuing Operating Activities3,4303,8442,990
Investing Activities
Capital expenditures(760)(725)(874)
Maturities and sales (purchases) of investments, net422(421)—
Acquisitions, net of cash acquired—(3,924)—
Proceeds from divestitures, net——540
Other, net(480)(444)(382)
Net Cash Used for Investing Activities(818)(5,514)(716)
Financing Activities
Change in short-term debt455400(230)
Proceeds from long-term debt—4,5171,662
Payments of debt(1,789)(1,142)(2,155)
Repurchase of common stock(1,000)(500)—
Dividends paid(1,196)(1,100)(1,114)
Other, net(87)(89)(120)
Net Cash (Used for) Provided by Financing Activities(3,617)2,087(1,956)
Discontinued Operations
Net Cash Used for Operating Activities of Discontinued Operations—(46)(1)
Effect of exchange rate changes on cash and equivalents and restricted cash—45
Net (Decrease) Increase in Cash and Equivalents and Restricted Cash(1,005)375322
Opening Cash and Equivalents and Restricted Cash1,8561,4811,159
Closing Cash and Equivalents and Restricted Cash$851$1,856$1,481

Amounts may not add due to rounding.

See notes to consolidated financial statements.

Notes to Consolidated Financial Statements

Becton, Dickinson and Company

Millions of dollars, except per share amounts or as otherwise specified

Note 1 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Consolidated Financial Statements and Notes to Consolidated Financial Statements of Becton, Dickinson and Company (the “Company” or “BD”) have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Within the financial statements and tables presented, certain columns and rows may not add due to the use of rounded numbers for disclosure purposes. Percentages and earnings per share amounts presented are calculated from the underlying amounts. The Company’s fiscal year ends on September 30.

Principles of Consolidation

The consolidated financial statements include the Company’s accounts and those of its majority-owned subsidiaries after the elimination of intercompany transactions. The Company has no material interests in variable interest entities.

Cash Equivalents

Cash equivalents consist of all highly liquid investments with a maturity of three months or less at time of purchase.

Restricted Cash

Restricted cash consists of cash restricted from withdrawal and usage and largely represents funds that are restricted for certain product liability matters, which are further discussed in Note 6.

Trade Receivables

The Company grants credit to customers in the normal course of business and the resulting trade receivables are stated at their net realizable value. The allowance for doubtful accounts represents the Company’s estimate of expected credit losses relating to trade receivables and is determined based on historical experience, current conditions, reasonable and supportable forecasts and other specific account data. Amounts are written off against the allowances for doubtful accounts when the Company determines that a customer account is not collectable.

Inventories

Inventories are stated at the lower of approximate cost or net realizable value determined on the first-in, first-out basis.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are principally provided on the straight-line basis over estimated useful lives, which range from 20 to 45 years for buildings, four to 20 years for machinery and equipment and one to 20 years for leasehold improvements. Depreciation and amortization expense was $728 million, $676 million, and $696 million in fiscal years 2025, 2024 and 2023, respectively.

Goodwill and Other Intangible Assets

The Company’s unamortized intangible assets include goodwill that arises from acquisitions of businesses. The Company reviews goodwill for impairment using quantitative models. Goodwill is reviewed at least annually for impairment at the reporting unit level, which is defined as an operating segment or one level

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

below an operating segment, referred to as a component. The Company’s reporting units represent one level below reporting segments. The Company reviews goodwill for each reporting unit by comparing the fair value of the reporting unit, estimated using an income approach, with its carrying value. The annual impairment review performed on July 1, 2025 indicated that all identified reporting units’ fair values exceeded their respective carrying values.

Amortized intangible assets include certain assets which arise from acquisitions and have finite useful lives. Developed technology assets represent acquired intellectual property that is already technologically feasible upon the acquisition date or acquired in-process research and development assets that are completed subsequent to acquisition. Developed technology assets are generally amortized over periods ranging from 15 to 20 years, using the straight-line method. Customer relationship assets are generally amortized over periods ranging from 10 to 15 years, using the straight-line method. Other intangibles with finite useful lives, which include patents, are amortized over periods principally ranging from one to 40 years, using the straight-line method. Finite-lived intangible assets, including developed technology assets, are periodically reviewed when impairment indicators are present to assess recoverability from future operations using undiscounted cash flows. The carrying values of these finite-lived assets are compared to the undiscounted cash flows they are expected to generate and an impairment loss is recognized in operating results to the extent any finite-lived intangible asset’s carrying value exceeds its calculated fair value.

Foreign Currency Translation

Generally, foreign subsidiaries’ functional currency is the local currency of operations and the net assets of foreign operations are translated into U.S. dollars using current exchange rates. The U.S. dollar results that arise from such translation, as well as exchange gains and losses on intercompany balances of a long-term investment nature, are included in the foreign currency translation adjustments in Accumulated other comprehensive income (loss).

Revenue Recognition

The Company recognizes revenue from product sales when the customer obtains control of the product, which is generally upon shipment or delivery, depending on the delivery terms specified in the sales agreement. Revenues associated with certain instruments and equipment for which installation is complex, and therefore significantly affects the customer’s ability to use and benefit from the product, are recognized upon customer acceptance of these installed products. Revenue for certain service arrangements, including extended warranty and software maintenance contracts, is recognized ratably over the contract term. When arrangements include multiple performance obligations, the total transaction price of the contract is allocated to each performance obligation based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. Variable consideration such as rebates, sales discounts and sales returns are estimated and treated as a reduction of revenue in the same period the related revenue is recognized. These estimates are based on contractual terms, historical practices, and current trends, and are adjusted as new information becomes available. Revenues exclude any taxes that the Company collects from customers and remits to tax authorities.

Equipment lease transactions with customers are evaluated and classified as either operating or sales-type leases. Generally, these arrangements are accounted for as operating leases and therefore, revenue is recognized at the contracted rate over the rental period defined within the customer agreement.

Additional disclosures regarding the Company's accounting for revenue recognition are provided in Note 7.

Shipping and Handling Costs

The Company considers its shipping and handling costs to be contract fulfillment costs and records them within Selling and administrative expense. Shipping expense was $736 million, $702 million, and $733 million in 2025, 2024 and 2023, respectively.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Contingencies

The Company establishes accruals for losses which are both probable and can be reasonably estimated. Additional disclosures regarding the Company's accounting for contingencies are provided in Note 6.

Derivative Financial Instruments

All derivatives are recorded in the balance sheet at fair value and changes in fair value are recognized currently in earnings unless specific hedge accounting criteria are met. Any deferred gains or losses associated with derivative instruments are recognized in income in the period in which the underlying hedged transaction is recognized. The cash flows related to the Company's derivative instruments designated as net investment hedges are reported as investing activities in the consolidated statements of cash flows. Cash flows for all other derivatives, including undesignated hedges, are classified in the same line item as the cash flows of the related hedged item, which is generally within operating or financing activities. Additional disclosures regarding the Company's accounting for derivative instruments are provided in Note 14.

Income Taxes

The Company has reviewed its needs in the United States for possible repatriation of undistributed earnings of its foreign subsidiaries and continues to invest foreign subsidiaries earnings outside of the United States to fund foreign investments or meet foreign working capital and property, plant and equipment expenditure needs. As a result, the Company is permanently reinvested with respect to all of its historical foreign earnings as of September 30, 2025. Deferred taxes are not provided on undistributed earnings of foreign subsidiaries that are indefinitely reinvested. The determination of the amount of the unrecognized deferred tax liability related to the undistributed earnings is not practicable because of the complexities associated with its hypothetical calculation.

The Company conducts business and files tax returns in numerous countries and currently has tax audits in progress in a number of tax jurisdictions. In evaluating the exposure associated with various tax filing positions, the Company records accruals for uncertain tax positions based on the technical support for the positions, past audit experience with similar situations, and the potential interest and penalties related to the matters.

The Company maintains valuation allowances where it is more likely than not that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances are included in the tax provision in the period of change. In determining whether a valuation allowance is warranted, management evaluates factors such as prior earnings history, expected future earnings, carryback and carryforward periods and tax strategies that could potentially enhance the likelihood of the realization of a deferred tax asset. Additional disclosures regarding the Company's accounting for income taxes are provided in Note 17.

The Company is subject to tax on global intangible low-taxed income (“GILTI”) earned by certain of its foreign subsidiaries. The Company has elected to account for its GILTI tax due as a period expense in the year the tax is incurred.

Earnings per Share

Basic earnings per share are computed by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In computing diluted earnings per share, only potential common shares that are dilutive (i.e., those that reduce earnings per share or increase loss per share) are included in the calculation.

Fair Value Measurements

A fair value hierarchy is applied to prioritize inputs used in measuring fair value. The three levels of inputs used to measure fair value are detailed below. Additional disclosures regarding the Company’s fair value measurements are provided in Notes 10 and 15.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

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

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

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

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates or assumptions affect reported assets, liabilities, revenues and expenses as reflected in the consolidated financial statements. Actual results could differ from these estimates.

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. The transaction is expected to be generally tax-free for U.S. federal income tax purposes to BD and BD’s shareholders. 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.

Note 2 — Divestitures

Surgical Instrumentation Platform

The Company completed the sale of its Interventional segment's Surgical Instrumentation platform in August 2023. The Company recognized a pre-tax gain on the sale of approximately $268 million, which was recorded as a component of Other operating expense (income), net in fiscal year 2023. The historical financial results for the Surgical Instrumentation platform have not been classified as a discontinued operation.

Spin-Off of Embecta Corp.

In fiscal year 2023, the Company recorded expenses of $46 million within Loss from Discontinued Operations, Net of Tax related to a foreign tax associated with the April 1, 2022 spin-off of the Company’s former Diabetes Care business as a separate publicly traded company named Embecta.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Note 3 — Accounting Changes

New Accounting Principles Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard update that requires more disaggregated expense information about a public entity’s reportable segments on an annual and interim basis. This standard became effective for the Company, on a retrospective basis, for its fiscal year 2025 reporting and for interim periods beginning in its fiscal year 2026. Disclosures regarding the Company’s reportable segments are provided in Note 8.

In September 2022, the FASB issued an accounting standard update that requires additional qualitative and quantitative disclosures regarding supplier finance programs. The new disclosure requirements are intended to help investors better consider the effect of these programs on a company’s working capital, liquidity, and cash flows. The Company adopted this accounting standard on October 1, 2023. Disclosures regarding the Company’s supplier finance programs are provided in Note 15.

New Accounting Principles Not Yet Adopted

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.

In November 2024, the FASB issued an accounting standard update that requires the Company to disclose more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in each relevant income statement expense caption. The update is effective for the Company beginning with its fiscal year 2028 reporting and for interim reporting beginning with its fiscal year 2029. Early adoption is permitted. The Company is currently evaluating the impact that this update will have on its disclosures.

In December 2023, the FASB issued an accounting standard update that requires more disaggregated information to be included in the income tax rate reconciliation and income taxes paid annual disclosures. This update is effective for the Company beginning in its fiscal year 2026. The Company is currently evaluating the impact that this update will have on its disclosures.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Note 4 — Shareholders’ Equity

Changes in certain components of shareholders’ equity were as follows:

Common Stock Issued at Par ValueCapital in Excess of Par ValueRetained EarningsDeferred CompensationTreasury Stock
(Millions of dollars)Shares (in thousands)Amount
Balance at September 30, 2022$365$19,553$15,157$23(81,283)$(8,330)
Net income——1,484———
Cash dividends:
Common ($3.64 per share)——(1,046)———
Preferred——(60)———
Issuance of shares for preferred shares converted to common shares (a)6(4)————
Issuance of shares under employee and other plans, net—(88)—11,05624
Share-based compensation—259————
Common stock held in trusts, net (b)————24—
Balance at September 30, 2023$371$19,720$15,535$24(80,203)$(8,305)
Net income——1,705———
Cash dividends:
Common ($3.80 per share)——(1,100)———
Issuance of shares under employee and other plans, net—(73)—18012
Share-based compensation—247————
Common stock held in trusts, net (b)————27—
Repurchase of common stock (c)————(2,118)(503)
Balance at September 30, 2024$371$19,893$16,139$25(81,493)$(8,807)
Net income——1,678———
Cash dividends:
Common ($4.16 per share)——(1,196)———
Issuance of shares under employee and other plans, net—(76)——8205
Share-based compensation—258————
Common stock held in trusts, net (b)————14—
Repurchase of common stock (c)————(4,533)(1,006)
Balance at September 30, 2025$371$20,075$16,622$25(85,192)$(9,808)

(a)Represents the conversion, in accordance with their terms, of 1.500 million mandatory convertible preferred shares that were issued in May 2020 into 5.955 million shares of BD common stock on the mandatory conversion date of June 1, 2023.

(b)Consists of the Company’s shares held in rabbi trusts in connection with deferred compensation under the Company’s employee salary and bonus deferral plan and directors’ deferral plan.

(c)Includes excise tax on share repurchases.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

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 fiscal year 2024, the Company executed and settled ASR agreements for the repurchase of 2.118 million shares of its common stock for total consideration of $500 million which was recorded as an increase 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.

The share repurchases discussed above were made pursuant to the repurchase program authorized by the Board of Directors on November 3, 2021 for 10 million shares of BD common stock. 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.

The components and changes of Accumulated other comprehensive income (loss) were as follows:

(Millions of dollars)TotalForeign Currency Translation (a)Benefit PlansCash Flow Hedges (b)Available-for-Sale Debt Securities
Balance at September 30, 2022$(1,488)$(987)$(574)$75$—
Other comprehensive (loss) income before reclassifications, net of taxes(106)(91)(37)21—
Amounts reclassified into income, net of taxes46—416—
Balance at September 30, 2023$(1,548)$(1,078)$(571)$103$—
Other comprehensive loss before reclassifications, net of taxes(227)(166)(32)(28)(1)
Amounts reclassified into income, net of taxes42—46(4)—
Balance at September 30, 2024$(1,732)$(1,244)$(557)$70$(1)
Other comprehensive (loss) income before reclassifications, net of taxes(198)(109)(111)211
Amounts reclassified into income, net of taxes35—323—
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, 2024 is primarily related to foreign exchange contracts as well as forward starting interest rate swaps, which were terminated during fiscal year 2024. The amount during the year ended September 30, 2023 is primarily related to forward starting interest rate swaps. Additional disclosures regarding the Company's derivatives are provided in Note 14.

The tax impacts for benefit plans and cash flow hedges recognized in other comprehensive income before reclassifications in 2025, 2024 and 2023 were immaterial to the Company's consolidated financial results. The

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

tax impacts for reclassifications out of Accumulated other comprehensive income (loss) relating to benefit plans and cash flow hedges in 2025, 2024 and 2023 were also immaterial to the Company’s consolidated financial results.

Note 5 — Earnings per Share

The weighted average common shares used in the computations of basic and diluted earnings per share (shares in thousands) for the years ended September 30 were as follows:

202520242023
Average common shares outstanding287,648289,763286,282
Dilutive share equivalents from share-based plans (a) (b)8611,2462,110
Average common and common equivalent shares outstanding — assuming dilution288,509291,009288,392

(a)In 2023, dilutive share equivalents associated with mandatory convertible preferred stock of 4 million were excluded from the diluted shares outstanding calculation because the result would have been antidilutive. All of the mandatory convertible preferred shares outstanding were converted during fiscal year 2023, as further discussed in Note 4.

(b)In 2025 and 2024, 4 million and 1 million, respectively, of certain share-based compensation awards were excluded from the diluted earnings per share calculation as the exercise prices of these awards were greater than the average market price of the Company’s common shares. In 2023, no such awards were excluded from the diluted earnings per share calculation. Additional disclosures regarding the Company’s share-based compensation are provided in Note 9.

Note 6 — Commitments and Contingencies

Commitments

The Company has certain future purchase commitments entered in the normal course of business to meet operational and capital requirements. As of September 30, 2025, these commitments aggregated to approximately $1.751 billion and will largely be expended within the next year.

Contingencies

The Company is involved, both as a plaintiff and a defendant, in various legal proceedings that arise in the ordinary course of business, including, without limitation, product liability and environmental matters in certain U.S. and international locations. Given the uncertain nature of litigation generally, the Company is not able, in all cases, to reasonably estimate the amount or range of loss that could result from an unfavorable outcome of litigation in which the Company is a party. Even if the Company believes it has meritorious defenses, from time to time the Company engages in settlement discussions and mediation and considers settlements, taking into account various factors including, among other things, developments in such legal proceedings and the resulting risks and uncertainties. These activities have resulted in settlements for certain matters and going forward could result in further settlements, which may be confidential and could be significant and result in charges in excess of accruals.

In accordance with U.S. GAAP, the Company establishes accruals to the extent losses are probable and reasonably estimable. With respect to putative class action lawsuits and certain tort actions in the United States and certain of the Canadian lawsuits described below or in its other SEC filings, the Company may not be able to determine if a probable loss exists or estimate a range of reasonably possible losses for the following reasons: (i) all or certain of the proceedings are in early stages; (ii) the Company has not received and reviewed complete information regarding all or certain of the plaintiffs and their medical conditions; and/or (iii) there are significant factual issues to be resolved. In addition, there is uncertainty as to the likelihood of a class being certified or the ultimate size of any class. 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

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

probable loss exists, unless otherwise noted, for the following reasons: (i) all or certain of the proceedings are in early stages; and/or (ii) there are significant factual and legal issues to be resolved.

Product Liability Matters

As of September 30, 2025, the Company is defending approximately 6,905 product liability claims involving the Company’s line of hernia repair devices (collectively, the “Hernia Product Claims”). The Company’s outstanding Hernia Product Claims as of September 30, 2024 were approximately 6,610 following the settlement agreement that was consummated in the fourth quarter of fiscal year 2024 to resolve the vast majority of the Company’s existing hernia litigation. 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. Amounts payable pursuant to the settlement agreement that was consummated in the fourth quarter of fiscal year 2024 to resolve the vast majority of the Company’s hernia litigation are included within its recorded accrual for this matter and will be paid out over a multi-year period.

The majority of the claims are currently pending in a coordinated proceeding in Rhode Island State Court and in a federal multi-district litigation (“MDL”) established in the Southern District of Ohio, but claims are also pending in other state and/or federal court jurisdictions. In addition, outstanding claims include multiple putative class actions in Canada. Generally, the Hernia Product Claims seek damages for personal injury allegedly resulting from use of the products. The Company believes that it has meritorious defenses and is vigorously defending itself in these matters. There are no trials currently scheduled.

The Company also continues to be a defendant in certain other mass tort litigation. As of September 30, 2025, the Company is defending product liability claims involving the Company’s line of pelvic mesh products, the majority of which are pending in a coordinated proceeding in New Jersey Superior Court, and the Company’s line of inferior vena cava filter products, which are pending in various jurisdictions. 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 Company believes that it has meritorious defenses and is vigorously defending itself in these matters.

In most product liability litigations like those described above, plaintiffs allege a wide variety of claims, ranging from allegations of serious injury caused by the products to efforts to obtain compensation notwithstanding the absence of any injury. In many of these cases, the Company has not yet received and reviewed complete information regarding the plaintiffs and their medical conditions and, consequently, is unable to fully evaluate the claims. The Company expects that it will receive and review additional information regarding any remaining unsettled product liability matters.

Other Matters

On November 2, 2020, a putative shareholder derivative action captioned Jankowski v. Forlenza, et al., Civ. No. 2:20-cv-15474, was filed in the U.S. District Court for the District of New Jersey by a shareholder, derivatively on behalf of the Company, against certain of the Company’s directors and officers. The complaint asserts claims for breach of fiduciary duty; violations of sections 10(b), 14(a) and 21D of the Securities Exchange Act of 1934 (the “Exchange Act”), and insider trading. The complaint principally alleges that the Company made misleading statements regarding AlarisTM infusion pumps in a proxy statement and other SEC filings. A second federal derivative action was filed on January 24, 2021, and the two actions were consolidated and stayed. In March 2021, the Company received letters from two additional shareholders which, in general, mirrored the allegations in the derivative actions, and demanded, among other things, that the Board of Directors pursue claims against members of management for claimed breaches of fiduciary duties. Consistent with New Jersey law, the Board appointed a special committee to review the allegations and demands in the derivative actions and demand letters. Following an investigation, the special committee determined that no action was warranted, and rejected the shareholders’ demands, communicating its determination to counsel for

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

the shareholders. On January 10, 2023, one of the two shareholders referenced above filed a separate derivative action that: (i) is generally consistent with the shareholder letter and the two prior actions; and (ii) purports to challenge the reasonableness of the special committee’s process and determination. That action was also stayed. Following entry of a stipulated scheduling order for an amended complaint and motion to dismiss the consolidated federal action, the case schedule was adjourned without date pending mediation. On September 10, 2024, the Company received an additional substantially identical shareholder demand letter and on September 26, 2024, that shareholder filed a second substantially identical state court derivative action. In November 2024, the Company entered into an agreement in principle to resolve this matter for an amount that was immaterial to the Company’s consolidated financial results. On August 11, 2025, the court issued its final approval of the settlement, concluding this matter.

In December 2024, the Company reached an agreement to resolve a matter with the Enforcement Division of the SEC relating to, among other things, certain reporting issues involving BD AlarisTM infusion pumps included in SEC disclosures prior to 2021. Per the terms of the settlement, BD paid the SEC $175 million in the first quarter of fiscal year 2025, which was previously accrued as of September 30, 2024. Also, as part of its settlement, the Company has engaged and is working with an independent compliance consultant to review practices and procedures relating to the evaluation of product recalls and remediation under U.S. GAAP and its disclosure controls and procedures, including but not limited to controls and procedures relating to collection and assessment of information concerning potential risks, contingencies, operating events, trends, and uncertainties.

In July 2017, C.R. Bard, which was acquired by the Company in December 2017, received a CID from the Department of Justice seeking documents and information relating to an investigation into possible violations of the False Claims Act in connection with the sales and marketing of FloChec® and QuantaFloTM devices. The Company has responded to these requests and met with the Department of Justice in February and July 2024. In September 2025, an agreement was reached to resolve this matter for an amount that was immaterial to the Company’s consolidated financial results.

In April 2019, the Department of Justice served the Company and CareFusion with CIDs seeking information regarding certain of CareFusion’s contracts with the Department of Veteran’s Affairs, some dating back more than 10 years, for certain products, including AlarisTM and PyxisTM devices, in connection with a civil investigation of possible violations of the False Claims Act, and the government later expanded the investigation to include several additional contracts. The government has made several requests for documents and interviews or depositions of Company personnel and set forth a preliminary case assessment. The Company is cooperating with the government, responding to its requests and the assessment.

In April 2023, the Department of Justice served the Company with a CID seeking information regarding the Company’s GenesisTM container products in connection with an investigation of possible violations of the False Claims Act. The government has requested documents and set forth a preliminary case assessment, and the Company is cooperating with the government, responding to these requests and the assessment.

The Company was sued in state and federal courts in Georgia by plaintiffs who work or reside near Company facilities in Covington, GA, where ethylene oxide (“EtO”) sterilization activities take place. The federal cases have been dismissed and refiled in state court. The plaintiffs in the cases seek compensatory and punitive damages. Pursuant to Georgia statute, punitive damages in these cases are generally capped at $250,000 per claimant, unless the plaintiff can prove that the Company acted, or failed to act, with a specific intent to cause harm, which the court to date has cast as a jury issue, meaning that the jury could negate the cap. The cases allege a variety of injuries, including but not limited to multiple types of cancer, allegedly attributable to exposure to EtO. As of September 30, 2025, the Company has approximately 405 of such suits involving approximately 415 plaintiffs asserting individual personal injury claims; approximately 50 of the cases also allege injury caused by exposure to a chemical of another defendant entirely unrelated to the Company. The Company believes that it has meritorious defenses and is vigorously defending itself in these matters.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

On May 2, 2025, the compensatory phase of the first trial in these cases resulted in the jury awarding the plaintiff $20 million in compensatory damages with the matter proceeding to a punitive phase. On May 6, 2025, the jury made a punitive damages finding in the amount of $50 million, which was set aside by the court as the judge declared a mistrial as to this phase of the trial. The mistrial was declared because the jury was not unanimous regarding the issue of specific intent to cause harm, which is required in a case like this for a punitive damages award above a $250,000 cap. After declaring a mistrial in the punitive phase, the court asked for briefing as to potential broader ramifications of that declaration, ruling on September 15, 2025, that a retrial would only be on the issue of specific intent to cause harm and not a complete mistrial which the Company sought. The trial court also permitted the Company to seek appellate review, which the Georgia Court of Appeals accepted on October 23, 2025. At this time, no judgment has been entered in the case, which is still pending. No amounts have been accrued with respect to this individual case because there is no judgment and there are a multitude of strong appellate issues, which the Company is pursuing.

In 2015, legislation was enacted in Italy which requires medical technology companies to make payments to the Italian government if Italy’s medical device expenditures exceed annual regional expenditure ceilings. The amount of these payments is based on the amount by which the regional ceilings for the given year were exceeded. Considerable uncertainty has existed regarding the enforceability and implementation of this payback legislation since it was enacted and the Company, as well as other medical device companies, have filed appeals which challenge the enforceability of this legislation. In July 2024, the Italian Constitutional Court affirmed the constitutionality of the medical device payback legislation. During its fourth quarter of fiscal year 2025, the Company made a payment to settle its obligations for calendar years 2015 through 2018 in accordance with an Economy Decree issued by the Italian government in June 2025 which allowed companies, upon their closure of all pending litigation relating to amounts due for calendar years 2015 through 2018, to pay 25% of the invoiced amounts for those years. No payment requests have been issued to the Company for any subsequent years and ultimate resolution for amounts that may be due for these later years is unknown at this time. As such, it is possible that the amount of the Company’s liability could differ from its currently accrued amount.

In May 2024, CareFusion 303, Inc., the Company’s subsidiary that manufactures its BD PyxisTM dispensing equipment, received a Form 483 Notice following an inspection from the U.S. Food and Drug Administration (“FDA”) that contained observations of non-conformance with the FDA’s Quality System and Medical Device Reporting (“MDR”) regulations. In November 2024, the Company received a Warning Letter following the inspection of its 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. The Company’s liability recorded for estimated future costs associated with certain actions required to respond to the Warning Letter and to address the non-conformities was $98 million as of September 30, 2025. Since receipt of the Warning Letter, the Company has continued to assess, based upon currently available information, the resources that will be required to address the non-conformities cited in the Warning Letter while optimizing the customer experience and ensuring the Company’s remediation plans can be fully executed within its planned timelines. Charges of $98 million were recorded during fiscal year 2025 and were attributable to additional resources that were determined, based upon information that became available during the fiscal year, to be necessary to execute the Company’s remediation plans. The Company submitted a comprehensive response to address FDA’s feedback in the Warning Letter, which committed to implementing additional corrective actions; however, no assurances can be given regarding further action by the FDA as a result of the noted non-conformities, or that corrective actions proposed and taken by CareFusion 303, Inc. will be adequate to address the Warning Letter. Any failure to adequately address this Warning Letter may result in regulatory actions initiated by the FDA without further notice, which may include, but are not limited to, seizure, injunction and civil monetary penalties. As a result, the ultimate resolution of this Warning Letter and its impact on the Company’s operations is unknown at this time, and it is possible that the amount of the Company’s liability could exceed its currently accrued amount.

The Company is also involved both as a plaintiff and a defendant in other legal proceedings and claims that arise in the ordinary course of business. The Company believes that it has meritorious defenses and is vigorously defending itself in each of these matters.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Except as otherwise noted, the Company cannot predict the outcome of the other legal matters discussed above, nor can it predict whether any outcome will have a material adverse effect on the Company’s consolidated results of operations and/or consolidated cash flows. Further, the Company may not be able to determine if a probable loss exists for certain of the other legal matters discussed above, and accordingly, the Company has recorded no provisions for such matters in its consolidated results of operations.

The Company is a potentially responsible party to a number of federal administrative proceedings in the United States brought under the Comprehensive Environment Response, Compensation and Liability Act, also known as “Superfund,” and similar state laws. The Company also is subject to administrative proceedings under environmental laws in jurisdictions outside the United States. The affected sites are in varying stages of development. In some instances, the remediation has been completed, while in others, environmental studies are underway or commencing. For several sites, there are other potentially responsible parties that may be jointly or severally liable to pay all or part of cleanup costs. While it is not feasible to predict the outcome of these proceedings, based upon the Company’s experience, current information and applicable law, the Company does not expect these proceedings to have a material adverse effect on its consolidated results of operations and/or consolidated cash flows.

Litigation Accruals

The Company regularly monitors and evaluates the status of product liability and other litigated matters, and may, from time-to-time, engage in settlement discussions and mediations taking into consideration, among other things, developments in the litigation and the risks and uncertainties associated therewith. These activities have resulted in confidential settlements and going forward could result in further settlements, the terms of which may be confidential and could be significant and result in charges in excess of accruals. A determination of the accrual amounts for these contingencies is made after analysis of each litigation matter. When appropriate, the accrual is developed with the consultation of outside counsel regarding the nature, timing, and extent of each matter.

During fiscal years 2025, 2024 and 2023, the Company recorded pre-tax charges to Other operating expense (income), net, of approximately $297 million, $218 million, and $58 million, respectively, related to certain of the matters discussed above.

The Company considers relevant information when estimating its accruals for product liability and other legal matters, including, but not limited to: the nature, number, and quality of unfiled and filed claims; the rate of claims being filed; the status of settlement discussions with plaintiffs’ counsel; the allegations and documentation supporting or refuting such allegations; publicly available information regarding similar settlements; historical information regarding settlements involving the Company; and the stage of litigation. Because currently available information is often limited, there is inherent uncertainty and volatility relating to the Company’s estimates of liability. As additional information becomes available, the Company records adjustments to its accruals as required.

Accruals for the Company’s product liability claims and certain other legal matters, which are discussed above, as well as legal defense costs for certain of these matters, amounted to approximately $1.8 billion and $1.9 billion at September 30, 2025 and 2024, respectively. A substantial portion of these accruals are recorded within Deferred Income Taxes and Other Liabilities and the remainder are recorded within Total Current Liabilities on the Company’s consolidated balance sheets. The Company’s accruals for product liability and certain other legal matters as of September 30, 2025, as compared with September 30, 2024, primarily reflected payments of settlements and legal fees, partially offset by an increase in accruals for certain matters.

The particular outcome in any one trial is typically not representative of potential outcomes of all cases or claims. Because any accrual already contemplates a wide range of possible outcomes, including those with a de minimis value, individual outcomes generally do not impact the value of other cases in the total case inventory or the overall product liability accrual.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

In view of the uncertainties discussed above, the Company could incur charges in excess of any currently established accruals and, to the extent available, liability insurance. In the opinion of management, any such future charges, individually or in the aggregate, could have a material adverse effect on the Company’s consolidated results of operations, financial condition, and/or consolidated cash flows.

Note 7 — Revenues

The Company sells a broad range of medical supplies, devices, laboratory equipment and diagnostic products which are distributed through independent distribution channels and directly by BD through sales representatives. End-users of the Company's products include healthcare institutions, physicians, life science researchers, clinical laboratories, the pharmaceutical industry, and the general public. In the current and prior-year periods, the Company generated revenues attributable to licensing, which includes consideration received in exchange for the use of BD intellectual property by third parties.

Timing of Revenue Recognition

The Company’s revenues are primarily recognized when the customer obtains control of the product sold, which is generally upon shipment or delivery, depending on the delivery terms specified in the sales agreement. Revenues associated with certain instruments and equipment for which installation is complex, and therefore significantly affects the customer’s ability to use and benefit from the product, are recognized when customer acceptance of these installed products has been confirmed. For certain service arrangements, including extended warranty and software maintenance contracts, revenue is recognized ratably over the contract term. The majority of revenues relating to extended warranty contracts associated with certain instruments and equipment is generally recognized within a few years whereas deferred revenue relating to software maintenance contracts is generally recognized over a longer period.

Measurement of Revenues

The Company acts as the principal in substantially all of its customer arrangements and as such, generally records revenues on a gross basis. Revenues exclude any taxes that the Company collects from customers and remits to tax authorities. The Company considers its shipping and handling costs to be costs of contract fulfillment and has made the accounting policy election to record these costs within Selling and administrative expense.

Payment terms extended to the Company’s customers are based upon commercially reasonable terms for the markets in which the Company's products are sold. Because the Company generally expects to receive payment within one year or less from when control of a product is transferred to the customer, the Company does not generally adjust its revenues for the effects of a financing component. The Company’s allowance for doubtful accounts reflects the current estimate of credit losses expected to be incurred over the life of its trade receivables. Such estimated credit losses are determined based on historical loss experiences, customer-specific credit risk, and reasonable and supportable forward-looking information, such as country or regional risks that are not captured in the historical loss information. Amounts are written off against the allowances for doubtful accounts when the Company determines that a customer account is uncollectable. The allowance for doubtful accounts for trade receivables is not material to the Company's consolidated financial results.

The Company's gross revenues are subject to a variety of deductions which are recorded in the same period that the underlying revenues are recognized. Such variable consideration includes rebates, sales discounts and sales returns. Because these deductions represent estimates of the related obligations, judgment is required when determining the impact of these revenue deductions on gross revenues for a reporting period. Rebates provided by the Company are based upon prices determined under the Company’s agreements with its end-user customers. Additional factors considered in the estimate of the Company’s rebate liability include the quantification of inventory that is either in stock at or in transit to the Company's distributors, as well as the estimated lag time between the sale of product and the payment of corresponding rebates. The Company’s rebate liabilities are classified as an offset to Trade receivables, net, or as Accounts payable or Accrued expenses, depending on the form of settlement and were $905 million and $749 million at September 30, 2025

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

and 2024, respectively. The impact of other forms of variable consideration, including sales discounts and sales returns, is not material to the Company’s revenues. Additional disclosures relating to sales discounts and sales returns are provided in Note 19.

The Company’s agreements with customers within certain organizational units including Medication Management Solutions, Diagnostic Solutions and Biosciences, contain multiple performance obligations including both products and certain services noted above. The transaction price for these agreements is allocated to each performance obligation based upon its relative standalone selling price. Standalone selling price is the amount at which the Company would sell a promised good or service separately to a customer. The Company generally estimates standalone selling prices using its list prices and in consideration of typical discounts offered to customers.

Effects of Revenue Arrangements on Consolidated Balance Sheets

Due to the nature of the majority of the Company’s products and services, the Company typically does not incur costs to fulfill a contract in advance of providing the customer with goods or services. Capitalized contract costs associated with the costs to fulfill contracts for certain products in the Medication Management Solutions organizational unit are immaterial to the Company’s consolidated balance sheets. The Company's costs to obtain contracts are comprised of sales commissions which are paid to the Company's employees or third party agents. The majority of the sales commissions incurred by the Company relate to revenue that is recognized over a period that is less than one year and as such, the Company has elected a practical expedient provided under ASC 606 to record the majority of its expense associated with sales commissions as it is incurred. Commissions relating to revenues recognized over a period longer than one year are recorded as assets which are amortized over the period over which the revenues underlying the commissions are recognized. Capitalized contract costs related to such commissions are immaterial to the Company’s consolidated balance sheets.

The Company records contract liabilities for unearned revenue that is allocated to performance obligations such as extended warranty and software maintenance contracts, which are performed over time as discussed further above. Accrued expenses on the Company’s consolidated balance sheet as of September 30, 2025 and 2024, included approximately $481 million and $482 million, respectively, of contract liabilities. The Company’s liability for product warranties provided under its agreements with customers is not material to its consolidated balance sheets.

Remaining Performance Obligations

The Company’s obligations relative to service contracts, which are further discussed above, and pending installations of equipment, primarily in the Company’s Medication Management Solutions unit, represent unsatisfied performance obligations of the Company. The revenues under existing contracts with original expected durations of more than one year, which are attributable to products and/or services that have not yet been installed or provided, are estimated to be approximately $2.8 billion at September 30, 2025. The Company expects to recognize the majority of this revenue over the next three years.

Within the Company’s Medication Management Solutions, Medication Delivery Solutions, Diagnostic Solutions, and Biosciences units, some contracts also contain minimum purchase commitments of reagents or other consumables and the future sales of these consumables represent additional unsatisfied performance obligations of the Company. The revenue attributable to the unsatisfied minimum purchase commitment-related performance obligations, for contracts with original expected durations of more than one year, is estimated to be approximately $2.3 billion at September 30, 2025. This revenue will be recognized over the customer relationship periods.

Disaggregation of Revenues

A disaggregation of the Company’s revenues by segment, organizational unit and geographic region is provided in Note 8.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Note 8 — Segment Data

The Company's organizational structure is based upon three worldwide business segments: BD Medical (“Medical”), BD Life Sciences (“Life Sciences”) and BD Interventional (“Interventional”). The Company’s segments are strategic businesses that are managed separately because each one develops, manufactures and markets distinct products and services. The Company’s Chairman, Chief Executive Officer and President is its chief operating decision maker (“CODM”).

Medical

Medical produces a broad array of medical technologies and devices that are used to help improve healthcare delivery in a wide range of settings. The primary customers served by Medical are hospitals and clinics, physicians’ office practices, consumers and retail pharmacies, governmental and nonprofit public health agencies, pharmaceutical companies, and healthcare workers. Medical consists of the following organizational units: Medication Delivery Solutions, Medication Management Solutions, Pharmaceutical Systems, and Advanced Patient Monitoring.

Life Sciences

Life Sciences provides products for the safe collection and transport of diagnostics specimens, and instruments and reagent systems to detect a broad range of infectious diseases, healthcare-associated infections and cancers. In addition, Life Sciences produces research and clinical tools that facilitate the study of cells, and the components of cells, to gain a better understanding of normal and disease processes. That information is used to aid the discovery and development of new drugs and vaccines, and to improve the diagnosis and management of diseases. The primary customers served by Life Sciences are hospitals, laboratories and clinics; blood banks; healthcare workers; physicians’ office practices; academic and government institutions; and pharmaceutical and biotechnology companies. Life Sciences consists of the following organizational units: Specimen Management, Diagnostic Solutions, and Biosciences.

Interventional

Interventional provides vascular, urology, oncology and surgical specialty products that are intended to be used once and then discarded or are either temporarily or permanently implanted. The primary customers served by Interventional are hospitals, ambulatory surgery centers, individual healthcare professionals, extended care facilities, alternate site facilities, and patients via the segment's Homecare business. Interventional consists of the following organizational units: Surgery, Peripheral Intervention, and Urology and Critical Care.

Additional Segment Information

Distribution of products is primarily through independent distribution channels, and directly to end-users by BD and independent sales representatives. No customer accounted for 10% or more of revenues in any of the three years presented.

The Company presents segment results on a consistent basis with internal reporting regularly reviewed by the CODM, on both a reported and a foreign currency-neutral basis, to evaluate business segment performance, as compared to budget, and allocate resources such as capital and headcount. Business segment performance is evaluated based on operating income before taxes excluding certain corporate expenses and other adjustments that are not considered part of ordinary operations. Such adjustments primarily include: amortization and other adjustments related to the purchase accounting for acquisitions; certain product remediation costs; amounts related to certain legal matters; costs associated with restructuring and integration activities; acquisition-related transaction costs and separation-related items; and costs incurred to develop processes and systems to establish initial compliance with the European Union Medical Device Regulation and the European Union In Vitro Diagnostic Medical Device Regulation. These amounts are included in the reconciliation of segment operating income to the Company’s Income from Continuing Operations Before Income Taxes, below. Prior period segment amounts have been recast to conform to the current year presentation.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

The Company’s CODM does not receive any asset information by business segment and, as such, the Company does not report asset information by business segment.

Effective October 1, 2025, the Company reorganized its organizational units into five distinct, separately-managed segments, which are based on the nature of the Company’s product and service offerings. The Company’s new organizational structure consists of the following reportable segments and their respective organizational units:

Reportable Segment:Organizational Units:
Medical EssentialsMedication Delivery Solutions, Specimen Management
Connected CareMedication Management Solutions, Advanced Patient Monitoring
BioPharma SystemsPharmaceutical Systems
InterventionalUrology and Critical Care, Peripheral Intervention, Surgery
Life Sciences (a)Diagnostic Solutions and Biosciences

(a)The proposed combination of the Company’s Biosciences and Diagnostic Solutions business with Waters is expected to close around the end of the first quarter of calendar year 2026, as further discussed in Note 1. Post-closing, the Life Sciences segment will be eliminated, and the Company will consist of the remaining four reportable segments.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

The Company’s segment revenues are detailed below. The Company has no material intersegment revenues.

(Millions of dollars)202520242023
United StatesInternationalTotalUnited StatesInternationalTotalUnited StatesInternationalTotal
Medical
Medication Delivery Solutions$2,789$1,787$4,575$2,661$1,768$4,429$2,519$1,774$4,293
Medication Management Solutions2,8106643,4742,6276703,2972,3036772,980
Pharmaceutical Systems6591,6662,3246291,6442,2736661,5632,229
Advanced Patient Monitoring6584241,082472774———
Total segment revenues$6,916$4,540$11,456$5,964$4,110$10,074$5,488$4,014$9,502
Life Sciences
Specimen Management (a)$981$890$1,871$952$882$1,833$906$831$1,737
Diagnostic Solutions (a)7551,0831,8387821,0641,8468691,0191,888
Biosciences5938651,4585779351,5126039061,509
Total segment revenues$2,328$2,838$5,167$2,310$2,881$5,191$2,377$2,756$5,133
Interventional
Surgery$1,175$397$1,572$1,130$363$1,492$1,159$338$1,497
Peripheral Intervention1,0679291,9961,0299041,9331,0168491,865
Urology and Critical Care1,3033451,6491,2363191,5541,0733011,374
Total segment revenues$3,545$1,671$5,217$3,394$1,586$4,980$3,247$1,489$4,736
Other (b)$—$—$—$(6)$(62)$(67)$—$—$—
Total Company revenues from continuing operations$12,790$9,049$21,840$11,663$8,515$20,178$11,113$8,258$19,372

(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.

(b)Represents the recognition of accruals related to the Italian government medical device pay back legislation, as well as another legal matter, and which substantially relate to years prior to fiscal year 2024. Such amounts were not allocated to the Company’s reportable segments, and these matters are further discussed in Note 6.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

The following tables include the significant expenses by segment that are regularly provided to the CODM and a reconciliation of segment operating income to Income from Continuing Operations before Income Taxes.

Fiscal Year 2025
(Millions of dollars)MedicalLife SciencesInterventionalTotal
Revenues$11,456$5,167$5,217$21,840
Segment expenses:
Cost of products sold5,4642,4901,7129,666
% of revenues47.7%48.2%32.8%
Selling and administrative expense1,3127219973,030
% of revenues11.5%14.0%19.1%
Research and development expense5233152551,092
% of revenues4.6%6.1%4.9%
Other operating expense, net17——17
% of revenues0.2%—%—%
Segment Operating Income$4,140$1,641$2,253$8,034
% of revenues36.1%31.8%43.2%
Unallocated items
Net interest expense(575)
Corporate administrative and other unallocated (a)(2,628)
Specified items:
Purchase accounting adjustments (b)(1,898)
Integration, restructuring and transaction expense(408)
Product, litigation, and other items (c)(548)
Separation-related items (d)(97)
Income from Continuing Operations Before Income Taxes$1,881

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Fiscal Year 2024
(Millions of dollars)MedicalLife SciencesInterventionalTotal
Revenues$10,074$5,191$4,980$20,245
Segment expenses:
Cost of products sold5,0152,5381,6939,245
% of revenues49.8%48.9%34.0%
Selling and administrative expense1,0317029452,679
% of revenues10.2%13.5%19.0%
Research and development expense4473362261,009
% of revenues4.4%6.5%4.5%
Other operating income, net(2)——(2)
% of revenues—%—%—%
Segment Operating Income$3,583$1,616$2,115$7,314
% of revenues35.6%31.1%42.5%
Unallocated items
Net interest expense(364)
Corporate administrative and other unallocated (a)(2,529)
Specified items:
Purchase accounting adjustments (b)(1,503)
Integration, restructuring and transaction expense(458)
Product, litigation, and other items (c)(346)
Financing impacts8
Separation-related items (d)(13)
European regulatory initiative-related costs(104)
Income from Continuing Operations Before Income Taxes$2,005

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Fiscal Year 2023
(Millions of dollars)MedicalLife SciencesInterventionalTotal
Revenues$9,502$5,133$4,736$19,372
Segment expenses:
Cost of products sold4,7192,4891,6508,858
% of revenues49.7%48.5%34.8%
Selling and administrative expense9936809262,599
% of revenues10.4%13.3%19.6%
Research and development expense4453712251,041
% of revenues4.7%7.2%4.7%
Other operating income, net(6)(6)(4)(16)
% of revenues(0.1)%(0.1)%(0.1)%
Segment Operating Income$3,352$1,599$1,939$6,891
% of revenues35.3%31.2%40.9%
Unallocated items
Net interest expense(403)
Corporate administrative and other unallocated (a)(2,378)
Specified items:
Purchase accounting adjustments (b)(1,434)
Integration, restructuring and transaction expense(306)
Product, litigation, and other items (c)(554)
Separation-related items (d)(14)
European regulatory initiative-related costs(139)
Income from Continuing Operations Before Income Taxes$1,662

(a)Primarily comprised of corporate general and administrative expenses, share-based compensation expense, and foreign exchange.

(b)Includes amortization and other adjustments related to the purchase accounting for acquisitions. The Company’s amortization expense is recorded in Cost of products sold. The amount in 2025 includes $336 million recorded due to a fair value step-up adjustment relating to Advanced Patient Monitoring's inventory on the acquisition date.

(c)Includes certain items which are not part of ordinary operations and affect the comparability of the periods presented. Such items may include certain product remediation costs, amounts related to certain legal matters, certain investment gains and losses, certain asset impairment charges, and certain pension settlement costs. The amount in 2025 included charges of $98 million to Cost of products sold to adjust the estimate of future product remediation costs and charges of $297 million to Other operating expense (income), net, related to product liability and certain other legal matters. The amount in 2024 included $67 million of accruals recorded to Revenues relating to the Italian government medical device pay back legislation, as well as another legal matter, and which substantially relate to years prior to fiscal year 2024 and a charge of $175 million to accrue an estimated liability for the SEC investigation. These matters are further discussed in Note 6. The amount in 2023 included charges within Cost of products sold of $653 million to record or adjust future costs estimated for product remediation efforts, which is further discussed in Note 6, and a pre-tax gain recognized on the Company's sale of its Surgical Instrumentation platform of approximately $268 million, which is further discussed in Note 2.

(d)Represents costs recorded to Other operating expense (income), net incurred in connection with the proposed combination of BD’s Biosciences and Diagnostic Solutions business with Waters, as further discussed in Note 1, for fiscal year 2025, and the separation of BD's former Diabetes Care business in fiscal years 2024 and 2023.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Segment information for both capital expenditures and depreciation and amortization is provided below.

(Millions of dollars)202520242023
Capital Expenditures
Medical$469$438$563
Life Sciences121114139
Interventional142127138
Corporate and All Other284635
Total Capital Expenditures$760$725$874
Depreciation and Amortization
Medical$1,393$1,216$1,199
Life Sciences261272277
Interventional795786799
Corporate and All Other141313
Total Depreciation and Amortization$2,462$2,286$2,288

Geographic Information

The countries in which the Company has local revenue-generating operations have been combined into the following geographic areas: the United States (including Puerto Rico); EMEA (which includes Europe, the Middle East and Africa); Greater Asia (which includes countries in Greater China, Japan, South Asia, Southeast Asia, Korea, and Australia and New Zealand); and Other, which is comprised of Latin America (which includes Mexico, Central America, the Caribbean and South America) and Canada.

Revenues to unaffiliated customers are generally based upon the source of the product shipment. Long-lived assets, which include net property, plant and equipment, are based upon physical location.

The table below shows revenues from continuing operations and long-lived assets of continuing operations by geographic area:

(Millions of dollars)202520242023
Revenues
United States$12,790$11,663$11,113
EMEA4,7294,4024,244
Greater Asia3,0932,9062,913
Other1,2271,2071,102
$21,840$20,178$19,372
Long-Lived Assets
United States$34,778$35,526$35,732
EMEA6,7596,7065,317
Greater Asia1,5861,5801,521
Other2,4472,5481,116
Corporate500459418
$46,070$46,818$44,104

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Note 9 — Share-Based Compensation

The Company grants share-based awards under the 2004 Employee and Director Equity-Based Compensation Plan (“2004 Plan”), which provides long-term incentive compensation to employees and directors consisting of: stock appreciation rights (“SARs”), performance-based restricted stock units, time-vested restricted stock units and other stock awards.

The fair value of share-based payments is recognized as compensation expense in net income. BD estimates forfeitures based on experience at the time of grant and adjusts expense to reflect actual forfeitures. The amounts and location of compensation cost relating to share-based payments included in the consolidated statements of income is as follows:

(Millions of dollars)202520242023
Cost of products sold$53$51$50
Selling and administrative expense160156170
Research and development expense444241
Integration, restructuring and transaction expense5——
Total share-based compensation cost$262$249$261
Tax benefit associated with share-based compensation costs recognized$60$58$58

Stock Appreciation Rights

SARs represent the right to receive, upon exercise, shares of common stock having a value equal to the difference between the market price of common stock on the date of exercise and the exercise price on the date of grant. SARs generally vest over a period of four years and have a term of ten years. The fair value of awards was estimated on the date of grant using a lattice-based binomial option valuation model and these valuations were largely based upon the following weighted-average assumptions:

202520242023
Risk-free interest rate4.24%4.51%3.78%
Expected volatility21.0%22.0%21.0%
Expected dividend yield1.86%1.59%1.53%
Expected life7.0 years7.0 years7.0 years
Fair value derived$54.39$63.05$57.80

Expected volatility is based upon historical volatility for the Company’s common stock and other factors. The expected life of SARs granted is derived from the output of the lattice-based model, using assumed exercise rates based on historical exercise and termination patterns, and represents the period of time that SARs granted are expected to be outstanding. The risk-free interest rate used is based upon the published U.S. Treasury yield curve in effect at the time of grant for instruments with a similar life. The dividend yield is based upon the most recently declared quarterly dividend as of the grant date. The Company issued 0.1 million shares during 2025 to satisfy the SARs exercised.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

A summary of SARs outstanding as of September 30, 2025 and changes during the year then ended is as follows:

SARs (in thousands)Weighted Average Exercise PriceWeighted Average Remaining Contractual Term (Years)Aggregate Intrinsic Value (Millions of dollars)
Balance at October 14,995$217.07
Granted520221.60
Exercised(373)136.19
Forfeited, canceled or expired(181)232.87
Balance at September 304,961$223.055.00$22
Vested and expected to vest at September 304,842222.834.92$22
Exercisable at September 303,769$220.253.99$22

A summary of SARs exercised during 2025, 2024 and 2023 is as follows:

(Millions of dollars)202520242023
Total intrinsic value of SARs exercised$31$25$126
Total fair value of SARs vested$30$31$34

Performance-Based and Time-Vested Restricted Stock Units

Performance-based restricted stock units cliff vest three years after the date of grant. These units are tied to the Company’s performance against pre-established targets over a performance period of three years. The performance measures for fiscal years 2025, 2024 and 2023 were average annual currency-neutral revenue growth and average annual return on invested capital, with the combined factor subject to adjustment based on the Company's relative total shareholder return (measures the Company’s stock performance during the performance period against that of peer companies). Under the Company’s long-term incentive program, the actual payout under these awards may vary from zero to 200% of an employee’s target payout, based on the Company’s actual performance over the performance period of three years.

Time-vested restricted stock unit awards generally vest on a graded basis over a period of three years. The related share-based compensation expense is recorded over the requisite service period, which is the vesting period or is based on retirement eligibility. The fair value of all time-vested restricted stock units is based on the market value of the Company’s stock on the date of grant.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

A summary of restricted stock units outstanding as of September 30, 2025 and changes during the year then ended is as follows:

Performance-BasedTime-Vested
Stock Units (in thousands)Weighted Average Grant Date Fair ValueStock Units (in thousands)Weighted Average Grant Date Fair Value
Balance at October 1991$229.021,693$227.20
Granted493214.381,167211.46
Distributed(127)238.50(561)231.65
Forfeited or canceled(240)231.73(408)229.05
Balance at September 301,117(a)$220.891,891$215.75
Expected to vest at September 30393(b)$221.451,788$215.80

(a)Based on 200% of target payout for performance-based restricted units.

(b)Net of expected forfeited units and units in excess of the expected performance payout of 78 thousand and 645 thousand shares, respectively.

The weighted average grant date fair value of restricted stock units granted during the years 2025, 2024 and 2023 are as follows:

Performance-BasedTime-Vested
202520242023202520242023
Weighted average grant date fair value of units granted$214.38$223.60$227.11$211.46$231.32$231.58

The total fair value of stock units vested during 2025, 2024 and 2023 was as follows:

Performance-BasedTime-Vested
(Millions of dollars)202520242023202520242023
Total fair value of units vested$45$45$28$189$179$169

At September 30, 2025, the weighted average remaining vesting term of performance-based and time vested restricted stock units is 1.27 and 0.92 years, respectively.

Unrecognized Compensation Expense and Other Stock Plans

The amount of unrecognized compensation expense for all non-vested share-based awards as of September 30, 2025, is approximately $266 million, which is expected to be recognized over a weighted-average remaining life of approximately 1.9 years. At September 30, 2025, 8.5 million shares were authorized for future grants under the 2004 Plan. The Company has a policy of satisfying share-based payments through either open market purchases or shares held in treasury. At September 30, 2025, the Company has sufficient shares held in treasury to satisfy these payments.

As of September 30, 2025, 88 thousand shares were held in trust relative to a Director's Deferral plan, which provides a means to defer director compensation, from time to time, on a deferred stock or cash basis. Also as of September 30, 2025, 179 thousand shares were issuable under a Deferred Compensation Plan that allows certain highly-compensated employees, including executive officers, to defer salary, annual incentive awards and certain equity-based compensation.

Note 10 — Benefit Plans

The Company has defined benefit pension plans covering certain employees in the United States and in certain international locations. Postretirement healthcare and life insurance benefits provided to qualifying

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

domestic retirees as well as other postretirement benefit plans in international countries are not material. The measurement date used for the Company’s employee benefit plans is September 30.

Effective September 30, 2024, the Company froze its U.S. Plan, and its plan participants, which include legacy Bard U.S. pension plan participants, no longer accrue benefits under the plan subsequent to this date. Both the legacy BD U.S. pension and legacy Bard U.S. pension plans had already been frozen to new participants effective January 1, 2018 and January 1, 2011, respectively.

Generally, all components of the Company’s net periodic pension and postretirement benefit costs, aside from service cost, are recorded to Other expense, net on its consolidated statements of income.

Net pension cost for the years ended September 30 included the following components:

Pension Plans
(Millions of dollars)202520242023
Service cost$34$88$91
Interest cost123139129
Expected return on plan assets(163)(150)(141)
Amortization of prior service credit—(4)(7)
Amortization of loss315758
Settlement and curtailment loss, net44144
Net pension cost$68$131$174
Net pension cost included in the preceding table that is attributable to international plans$33$28$25

The amounts provided above for amortization of prior service credit and amortization of loss represent the reclassifications of prior service credits and net actuarial losses that were recognized in Accumulated other comprehensive income (loss) in prior periods. The Company recognizes pension settlements when payments from the plan exceed the sum of service and interest cost components of net periodic pension cost associated with the plan for the fiscal year. The settlement losses recorded in 2025 and 2023 included lump sum benefit payments primarily associated with the Company’s U.S. pension plan. A curtailment gain was also recognized in 2023 related the freeze of the U.S. pension plan.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

The change in benefit obligation, change in fair value of pension plan assets, funded status and amounts recognized in the consolidated balance sheets for these plans were as follows:

Pension Plans
(Millions of dollars)20252024
Change in benefit obligation:
Beginning obligation$2,913$2,617
Service cost3488
Interest cost123139
Benefits paid(74)(201)
Actuarial (gain) loss(33)241
Curtailments/settlements(163)(21)
Other, includes translation3651
Benefit obligation at September 30$2,837$2,913
Change in fair value of plan assets:
Beginning fair value$2,557$2,129
Actual return on plan assets73395
Employer contribution46200
Benefits paid(74)(201)
Settlements(163)(21)
Other, includes translation2854
Plan assets at September 30$2,466$2,557
Funded Status at September 30:
Unfunded benefit obligation$(371)$(356)
Amounts recognized in the Consolidated Balance Sheets at September 30:
Other Assets$129$99
Salaries, wages and related items(18)(12)
Long-term Employee Benefit Obligations(482)(443)
Net amount recognized$(371)$(356)
Amounts recognized in Accumulated other comprehensive income (loss) before income taxes at September 30:
Prior service credit$1$2
Net actuarial loss(621)(636)
Net amount recognized$(620)$(634)

International pension plan assets at fair value included in the preceding table were $895 million and $880 million at September 30, 2025 and 2024, respectively. The international pension plan projected benefit obligations were $987 million and $992 million at September 30, 2025 and 2024, respectively.

The benefit obligation associated with postretirement healthcare and life insurance plans provided to qualifying domestic retirees, which was largely recorded to Long-Term Employee Benefit Obligations, was $79 million and $94 million at September 30, 2025 and 2024, respectively.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Pension plans with accumulated benefit obligations in excess of plan assets and plans with projected benefit obligations in excess of plan assets consist of the following at September 30:

Accumulated Benefit Obligation Exceeds the Fair Value of Plan AssetsProjected Benefit Obligation Exceeds the Fair Value of Plan Assets
(Millions of dollars)2025202420252024
Projected benefit obligation$2,335$2,382$2,354$2,382
Accumulated benefit obligation$2,272$2,318
Fair value of plan assets$1,836$1,927$1,854$1,927

The weighted average assumptions used in determining pension plan information were as follows:

202520242023
Net Cost
Discount rate:
U.S. plans (a)4.98%6.01%5.62%
International plans3.884.524.26
Expected return on plan assets:
U.S. plans7.507.507.25
International plans5.365.305.02
Rate of compensation increase:
U.S. plans4.004.004.51
International plans2.812.812.86
Cash balance plan interest crediting rate:
U.S. plans4.004.004.00
International plans2.212.161.98
Benefit Obligation
Discount rate:
U.S. plans5.254.986.01
International plans4.253.884.62
Rate of compensation increase:
U.S. plans4.004.004.00
International plans2.752.812.86
Cash balance plan interest crediting rate:
U.S. plans4.504.004.00
International plans2.442.212.21

(a)The Company calculated the service and interest components utilizing an approach that discounts the individual expected cash flows using the applicable spot rates derived from the yield curve over the projected cash flow period.

Expected Rate of Return on Plan Assets

The expected rate of return on plan assets is based upon expectations of long-term average rates of return to be achieved by the underlying investment portfolios. In establishing this assumption, the Company considers many factors, including historical assumptions compared with actual results; benchmark data; expected returns on various plan asset classes, as well as current and expected asset allocations.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Expected Funding

The Company’s funding policy for its defined benefit pension plans is to contribute amounts sufficient to meet legal funding requirements, plus any additional amounts that may be appropriate considering the funded status of the plans, tax consequences, the cash flow generated by the Company and other factors. The Company made a discretionary contribution to its U.S. pension plan of $150 million during fiscal year 2024. The Company did not make any required contributions in fiscal year 2025 and does not anticipate any significant required contributions to its pension plans in fiscal year 2026.

Expected benefit payments are as follows:

(Millions of dollars)Pension Plans
2026$240
2027223
2028221
2029213
2030215
2031-20351,015

Expected benefit payments associated with postretirement healthcare plans are immaterial to the Company's consolidated financial results.

Investments

The Company’s primary objective is to achieve returns sufficient to meet future benefit obligations. It seeks to generate above market returns by investing in more volatile asset classes such as equities while at the same time controlling risk through diversification in non-correlated asset classes and through allocations to more stable asset classes like fixed income.

U.S. Plans

The Company’s U.S. pension plans comprise 64% of total benefit plan investments, based on September 30, 2025 market values, and have a target asset mix of 45% liability hedging fixed income, 22% diversifying investments and 33% equities. This mix was established based on an analysis of projected benefit payments and estimates of long-term returns, volatilities and correlations for various asset classes. The asset allocations to diversifying investments include high-yield bonds, hedge funds, real estate, infrastructure, leveraged loans and emerging markets bonds.

The actual portfolio investment mix may, from time to time, deviate from the established target mix due to various factors such as normal market fluctuations, the reliance on estimates in connection with the determination of allocations and normal portfolio activity such as additions and withdrawals. Rebalancing of the asset portfolio is required at least quarterly to address any allocations that deviate from the established target allocations in excess of defined allowable ranges. The target allocations are subject to periodic review, including a review of the asset portfolio’s performance, by the named fiduciary of the plans. Any tactical deviations from the established asset mix require the approval of the named fiduciary.

The U.S. plans may enter into both exchange traded and non-exchange traded derivative transactions in order to manage interest rate exposure, volatility, term structure of interest rates, and sector and currency exposures within the fixed income portfolios and to support efficient portfolio management. The Company has established minimum credit quality standards for counterparties in such transactions.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

The following table provides the fair value measurements of U.S. plan assets, as well as the measurement techniques and inputs utilized to measure fair value of these assets, at September 30, 2025 and 2024. The categorization of fund investments is based upon the categorization of these funds’ underlying assets.

Basis of fair value measurement (See Note 1)
(Millions of dollars)Total U.S. Plan Asset BalancesInvestments Measured at Net Asset Value (a)Level 1Level 2Level 3
2025202420252024202520242025202420252024
Fixed Income:
Corporate bonds$422$518$—$—$273$296$149$222$—$—
Government and agency-U.S.179159——173149610——
Government and agency-Foreign5231————5231——
Other fixed income1035347—41251428——
Equity securities5205826171460512————
Cash and cash equivalents170172——170172————
Other12616250757587————
Fair value of plan assets$1,572$1,676$158$146$1,192$1,240$221$291$—$—

(a)As per applicable disclosure requirements, certain investments that were measured at net asset value per share or its equivalent have not been categorized within the fair value hierarchy. Values of such assets are based on the corroborated net asset value provided by the fund administrator.

Fixed Income Securities

U.S. pension plan assets categorized above as fixed income securities include fund investments comprised of corporate and government and agency investments. Investments in corporate bonds are diversified across industry and sector and consist of investment-grade, as well as high-yield debt instruments. U.S. government investments consist of obligations of the U.S. Treasury, other U.S. government agencies, state governments and local municipalities. Assets categorized as foreign government and agency debt securities included investments in developed and emerging markets.

The values of fixed income investments classified within Level 1 are based on the closing price reported on the major market on which the investments are traded. A portion of the fixed income instruments classified within Level 2 are valued based upon estimated prices from independent vendors’ pricing models and these prices are derived from market observable sources including: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers and other market-related data.

Equity Securities

U.S. pension plan assets categorized as equity securities consist of fund investments in publicly-traded U.S. and non-U.S. equity securities. In order to achieve appropriate diversification, these portfolios are invested across market sectors, investment styles, capitalization weights and geographic regions. The values of equity securities classified within Level 1 are based on the closing price reported on the major market on which the investments are traded or have a readily determinable fair value based on published prices obtained from fund managers which represent the price at which the instruments can be redeemed at period end. The U.S. pension

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

plan has no future funding commitments associated with these investments and has the right to redeem them upon one day’s notice, at any time and without restriction.

Cash and Cash Equivalents

A portion of the U.S. plans’ assets consists of investments in cash and cash equivalents, primarily to accommodate liquidity requirements relating to trade settlement and benefit payment activity, and the values of these assets are based upon quoted market prices.

Other Securities

Other U.S. pension plan assets include fund investments comprised of hedge funds. The values of such instruments classified within Level 1 are based on the closing price reported on the major market on which the investments are traded.

International Plans

International plan assets comprise 36% of the Company’s total benefit plan assets, based on market value at September 30, 2025. Such plans have local independent fiduciary committees, with responsibility for development and oversight of investment policy, including asset allocation decisions. In making such decisions, consideration is given to local regulations, investment practices and funding rules.

The following table provides the fair value measurements of international plan assets, as well as the measurement techniques and inputs utilized to measure fair value of these assets, at September 30, 2025 and 2024.

Basis of fair value measurement (See Note 1)
(Millions of dollars)Total International Plan Asset BalancesLevel 1Level 2Level 3 (a)
20252024202520242025202420252024
Fixed Income:
Corporate bonds$105$114$90$92$6$9$8$13
Government and agency-U.S.6967—2——
Government and agency-Foreign247223181188592867
Other fixed income5452514439——
Equity securities1771961511661—2530
Cash and cash equivalents14131211——22
Real estate504411403499
Insurance contracts111113————111113
Other13111792921432522
Fair value of plan assets$895$880$584$600$124$85$187$195

(a)Changes in the fair value of international pension assets measured using Level 3 inputs for the years ended September 30, 2025 and 2024 were immaterial.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Fixed Income Securities

Fixed income investments held by international pension plans include corporate, U.S. government and non-U.S. government securities. The values of fixed income securities classified within Level 1 are based on the closing price reported on the major market on which the investments are traded. Values of investments classified within Level 2 are based upon estimated prices from independent vendors’ pricing models and these prices are derived from market observable sources.

Equity Securities

Equity securities included in the international plan assets consist of publicly-traded U.S. and non-U.S. equity securities. The values of equity securities classified within Level 1 are based on the closing price reported on the major market on which the investments are traded or have a readily determinable fair value based on published prices obtained from fund managers which represent the price at which the instruments can be redeemed at period end. The international plans holding these securities have no future funding commitments associated with these investments and have the right to redeem them upon one day’s notice, at any time and without restriction.

Other Securities

The international plans hold a portion of assets in cash and cash equivalents, in order to accommodate liquidity requirements and the values are based upon quoted market prices. Real estate investments consist of investments in funds holding an interest in real properties and the corresponding values represent the estimated fair value based on the fair value of the underlying investment value or cost, adjusted for any accumulated earnings or losses. The values of insurance contracts approximately represent cash surrender value. Other investments include fund investments for which values are based upon either quoted market prices or market observable sources.

Defined Contribution Plans

The cost of voluntary defined contribution plans which provide for a Company match or contribution was $262 million in 2025, $195 million in 2024, and $156 million in 2023.

Note 11 — Acquisitions

Advanced Patient Monitoring

On September 3, 2024, the Company completed its acquisition of Edwards Lifesciences’ Critical Care product group, which was renamed as BD Advanced Patient Monitoring (“Advanced Patient Monitoring”). Since the acquisition date, financial results for Advanced Patient Monitoring’s product offerings are reported as a separate organizational unit within the Medical segment. Advanced Patient Monitoring is a global leader in advanced monitoring solutions that expands the Company’s portfolio of smart connected care solutions with its growing set of leading monitoring technologies, advanced AI-enabled clinical decision tools and robust innovation pipeline that complement the Company's existing technologies serving operating rooms and intensive care units. The Company funded the transaction with cash on hand, using net proceeds raised through debt issuances in the third quarter of fiscal year 2024, as further discussed in Note 16, and borrowings under its commercial paper program. The acquisition was accounted for under the acquisition method of accounting for business combinations.

The fair value of consideration transferred in connection with the acquisition was $3.914 billion. The assets acquired and the liabilities assumed in this acquisition included developed technology intangible assets of $722 million, customer relationships intangible assets of $657 million and $635 million of other net assets, which are primarily inventory. The goodwill recorded from the excess of the purchase price over the fair value of the acquired net assets was $1.900 billion, which related to synergies expected to be gained from combining operations of the acquiree and acquirer, as well as revenue and cash flow projections associated with future

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

innovative technologies expected to occur. The goodwill to be deductible for tax purposes is approximately $1.1 billion.

The Company included Advanced Patient Monitoring in its consolidated results of operations beginning on September 3, 2024. The Company’s unaudited pro forma Revenues for fiscal years 2024 and 2023, giving effect as if Advanced Patient Monitoring had been acquired as of October 1, 2022, were $21.1 billion and $20.3 billion, respectively. The calculation of pro forma Net Income for fiscal years 2024 and 2023 is not practicable because of complexities associated with its hypothetical calculation.

Note 12 — Business Restructuring Charges

The Company incurred restructuring costs, primarily in connection with the Company's simplification and other cost-saving initiatives that are part of its strategic objectives, which were largely recorded within Integration, restructuring and transaction expense on its consolidated statements of income. These simplification and other cost-saving initiatives are focused on reducing complexity, optimizing the Company’s supply chain efficiency, streamlining its global manufacturing footprint, enhancing product quality, refining customer experience, and improving cost efficiency across all of the Company’s segments. Restructuring liability activity in 2025, 2024 and 2023 was as follows:

(Millions of dollars)Employee TerminationOther (a)Total
Balance at September 30, 2022$24$11$35
Charged to expense117122239
Cash payments(62)(103)(165)
Non-cash settlements—(30)(30)
Other adjustments—11
Balance at September 30, 2023$79$1$80
Charged to expense80307387
Cash payments(103)(202)(305)
Non-cash settlements—(104)(104)
Other adjustments2—2
Balance at September 30, 2024$58$2$60
Charged to expense45230275
Cash payments(72)(159)(231)
Non-cash settlements—(43)(43)
Other adjustments2—2
Balance at September 30, 2025$33$30$63

(a)Primarily consists of non-employee-related costs associated with the execution of the Company’s cost efficiency and restructuring programs, such as incremental project management costs, facility exit costs, inventory write-offs and long-lived asset impairments and disposals, which are discussed further in Note 15.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Note 13 — Intangible Assets

Intangible assets at September 30 consisted of:

20252024
(Millions of dollars)Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Amortized intangible assets
Developed technology$15,876$(9,225)$6,651$15,827$(8,094)$7,733
Customer relationships5,522(3,291)2,2315,513(2,878)2,635
Patents, trademarks and other1,251(745)5071,185(682)503
Amortized intangible assets$22,649$(13,261)$9,389$22,525$(11,654)$10,871
Unamortized intangible assets
Acquired in-process research and development$14$44
Trademarks22
Unamortized intangible assets$16$46

Intangible amortization expense was $1.586 billion, $1.468 billion, and $1.465 billion in 2025, 2024 and 2023, respectively. The estimated aggregate amortization expense for the fiscal years ending September 30, 2026 to 2030 are as follows: 2026 — $1.538 billion; 2027 — $1.462 billion; 2028 — $1.370 billion; 2029 — $1.257 billion; 2030 — $904 million.

The following is a reconciliation of goodwill by business segment:

(Millions of dollars)MedicalLife SciencesInterventionalTotal
Goodwill as of September 30, 2023$10,955$897$12,670$24,522
Acquisitions (a)1,833——1,833
Currency translation43759109
Goodwill as of September 30, 2024$12,832$904$12,729$26,465
Acquisitions (b)—4—4
Purchase price allocation adjustments67——67
Currency translation3463575
Goodwill as of September 30, 2025$12,934$914$12,764$26,612

(a)Represents goodwill recognized in the Medical segment upon the Company's acquisition of Advanced Patient Monitoring, which is further discussed in Note 11

(b)Represents goodwill recognized relative to a certain acquisition in fiscal year 2025, which was not material.

Note 14 — Derivative Instruments and Hedging Activities

The Company uses derivative instruments to mitigate certain exposures. The Company does not enter into derivative financial instruments for trading or speculative purposes. The effects these derivative instruments and hedged items had on the Company’s balance sheets and the fair values of the derivatives outstanding at September 30, 2025 and 2024 were not material. The effects on the Company’s financial performance and cash flows are provided below.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Foreign Currency Risks and Related Strategies

The Company has foreign currency exposures throughout Europe, Greater Asia, Canada and Latin America. Transactional currency exposures that arise from entering into transactions, generally on an intercompany basis, in non-hyperinflationary countries that are denominated in currencies other than the functional currency are mitigated primarily through the use of forward contracts.

In order to mitigate transactional foreign currency exposures resulting from anticipated intercompany purchases and sales denominated in a currency other than local functional currencies, the Company has hedged a portion of this currency risk with certain instruments such as foreign exchange forward and option contracts, which are designated as cash flow hedges.

In order to mitigate foreign currency exposure relating to its investments in certain foreign subsidiaries, the Company has hedged the currency risk associated with those investments with certain instruments such as foreign currency-denominated debt and cross-currency swaps, which are designated as net investment hedges, as well as currency exchange contracts.

The notional amounts of the Company’s foreign currency-related derivative instruments as of September 30, 2025 and 2024 were as follows:

(Millions of dollars)Hedge Designation20252024
Foreign exchange contracts (a)Undesignated$5,710$4,521
Foreign exchange contracts (b)Cash flow hedges1,170543
Foreign currency-denominated debt (c)Net investment hedges2,6303,065
Cross-currency swaps (d)Net investment hedges1,0541,366

(a)Represents hedges of transactional foreign exchange exposures resulting primarily from intercompany payables and receivables. Gains and losses on these instruments are recognized immediately in income. These gains and losses are largely offset by gains and losses on the underlying hedged items, as well as the hedging costs associated with the derivative instruments. Net amounts recognized in Other expense, net, during the years ending September 30, 2025, 2024 and 2023 are detailed in Note 19.

(b)Represents foreign exchange contracts related to anticipated intercompany purchases and sales, which generally have durations of less than eighteen months.

(c)Represents foreign currency-denominated long-term notes outstanding, which were effective as economic hedges of net investments in certain of the Company's foreign subsidiaries.

(d)Represents cross-currency swaps, which were effective as economic hedges of net investments in certain of the Company’s foreign subsidiaries.

Net gains or losses resulting from the change in fair value of the foreign exchange contracts designated as cash flow hedges are initially recorded within Other comprehensive income (loss) and reclassified into earnings upon the occurrence of the related underlying third-party transaction. If foreign exchange contracts designated as cash flow hedges are terminated prematurely as a result of the hedged transaction being probable of not occurring, the balance in Accumulated other comprehensive income (loss) attributable to those derivatives is immediately reclassified into Revenues or Cost of products sold (depending on whether the hedged item is an intercompany sale or purchase). Net after tax gains of $27 million were recognized in Other comprehensive income (loss) during 2025, and amounts recognized during 2024 were immaterial. Amounts reclassified from Accumulated other comprehensive income (loss) into earnings relating to these cash flow hedges were immaterial during 2025, and no amounts were reclassified from Accumulated other comprehensive income (loss) into earnings relating to these cash flow hedges during 2024. The Company did not have foreign exchange contracts designated as cash flow hedges during 2023. The amounts expected to be reclassified from accumulated other comprehensive income into earnings within the next 12 months are not material to the Company's consolidated financial results.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Net gains or losses relating to the net investment hedges, which are attributable to changes in the foreign currencies to U.S. dollar spot exchange rates, are recorded as foreign currency translation in Other comprehensive income (loss), net of tax. Upon the termination of a net investment hedge, any net gain or loss included in Accumulated other comprehensive income (loss) relative to the investment hedge remains until the foreign subsidiary investment is disposed of or is substantially liquidated.

Net losses recorded to Accumulated other comprehensive income (loss) relating to the Company’s net investment hedges as of September 30, 2025, 2024 and 2023 were as follows:

(Millions of dollars)202520242023
Foreign currency-denominated debt(107)(96)(155)
Cross-currency swaps (a)(18)(71)(70)

(a)The amounts in 2025, 2024 and 2023 include net of tax (losses) gains recognized on terminated cross-currency swaps of $(42) million, $9 million, and $13 million, respectively.

Interest Rate Risks and Related Strategies

The Company uses a mix of fixed and variable rate debt, which is further discussed in Note 16, to manage its interest rate exposure, and periodically uses interest rate swaps to manage such exposures. Under these interest rate swaps, the Company exchanges, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. These swaps are designated as either cash flow or fair value hedges.

Changes in the fair value of the interest rate swaps designated as cash flow hedges (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk) are recorded in Other comprehensive income (loss), net of tax. If interest rate derivatives designated as cash flow hedges are terminated, the balance in Accumulated other comprehensive income (loss) attributable to those derivatives is reclassified into earnings, within Interest expense, over the remaining life of the hedged debt. The amounts reclassified from Accumulated other comprehensive income (loss) relating to cash flow hedges during 2025, 2024 and 2023, as well as the amounts expected to be reclassified within the next 12 months, are not material to the Company’s consolidated financial results.

Net after-tax (losses) gains were recorded in Other comprehensive income (loss) relating to interest rate cash flow hedges of $(10) million, and $23 million in fiscal years 2024 and 2023, respectively. Net after-tax gains (losses) recorded in Other comprehensive income relating to interest rate cash flow hedges during fiscal year 2024 included a net after-tax gain of $67 million that was realized upon the Company’s termination of its forward starting interest rate swaps in fiscal year 2024.

For interest rate swaps designated as fair value hedges (i.e., hedges against the exposure to changes in the fair value of an asset or a liability or an identified portion thereof that is attributable to a particular risk), changes in the fair value of the interest rate swaps offset changes in the fair value of the fixed rate debt due to changes in market interest rates. Amounts recorded during the years ended September 30, 2025 and 2024 were immaterial to the Company’s consolidated financial results.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

The notional amounts of the Company’s interest rate-related derivative instruments as of September 30, 2025 and 2024 were as follows:

(Millions of dollars)Hedge Designation20252024
Interest rate swaps (a)Fair value hedges$700$700

(a)Represents fixed-to-floating interest rate swap agreements the Company entered into to convert the interest payments on certain long-term notes from the fixed rate to a floating interest rate based on secured overnight financing rates (“SOFR”).

Other Risk Exposures

The Company purchases resins, which are oil-based components used in the manufacture of certain products. Significant increases in world oil prices that lead to increases in resin purchase costs could impact future operating results. From time to time, the Company has managed price risks associated with these commodity purchases through commodity derivative forward contracts. The Company’s commodity derivative forward contracts at September 30, 2025 and 2024 were immaterial to the Company's consolidated financial results.

Note 15 — Financial Instruments and Fair Value Measurements

The following reconciles cash and equivalents and restricted cash reported within the Company's consolidated balance sheets at September 30, 2025 and 2024 to the total of these amounts shown on the Company's consolidated statements of cash flows:

(Millions of dollars)20252024
Cash and equivalents$641$1,717
Restricted cash210139
Cash and equivalents and restricted cash$851$1,856

The fair values of the Company’s financial instruments are as follows:

(Millions of dollars)Basis of fair value measurement (See Note 1)20252024
Institutional money market accounts (a)Level 1$18$285
Current portion of long-term debt (b)Level 27001,748
Long-term debt (b)Level 216,74517,199

(a)These financial instruments are recorded within Cash and equivalents on the consolidated balance sheets. The institutional money market accounts permit daily redemption.

(b)Long-term debt is recorded at amortized cost. The fair value of long-term debt is measured based upon quoted prices in active markets for similar instruments.

Short-term investments are held to their maturities and are carried at cost, which approximates fair value. The short-term investments primarily consist of time deposits with maturities greater than three months and less than one year. All other instruments measured by the Company at fair value, including derivatives, contingent consideration liabilities and available-for-sale debt securities, are immaterial to the Company's consolidated balance sheets.

Nonrecurring Fair Value Measurements

In fiscal year 2025, the Company recorded a non-cash asset impairment charge of $30 million to Research and development expense to write down the carrying value of certain assets in the Life Sciences segment. Also in fiscal year 2025, the Company recorded non-cash asset impairment charges of $24 million to

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Integration, restructuring and transaction expense to write down the carrying value of certain fixed assets. In fiscal year 2024, the Company recorded non-cash asset impairment charges of $83 million to Integration, restructuring and transaction expense to write down the carrying value of certain fixed assets. The amounts recognized were recorded to adjust the carrying amount of assets to the assets' fair values, which were estimated based upon a market participant's perspective using Level 3 measurements, including values estimated using the income approach.

Concentration of Credit Risk

The Company maintains cash deposits in excess of government-provided insurance limits. Such cash deposits are exposed to loss in the event of nonperformance by financial institutions. Substantially all of the Company’s trade receivables are due from public and private entities involved in the healthcare industry. Due to the large size and diversity of the Company’s customer base, concentrations of credit risk with respect to trade receivables are limited. The Company does not normally require collateral. The Company is exposed to credit loss in the event of nonperformance by financial institutions with which it conducts business. However, this loss is limited to the amounts, if any, by which the obligations of the counterparty to the financial instrument contract exceed the obligations of the Company. The Company also minimizes exposure to credit risk by dealing with a diversified group of major financial institutions.

The Company continually evaluates its accounts receivables for potential collection risks, particularly those resulting from sales to government-owned or government-supported healthcare facilities in certain countries, as payment may be dependent upon the financial stability and creditworthiness of those countries’ national economies. The Company continually evaluates all governmental receivables for potential collection risks associated with the availability of government funding and reimbursement practices. The Company believes the current reserves related to all governmental receivables are adequate and that this concentration of credit risk will not have a material adverse impact on its financial position or liquidity.

Transfers of Trade Receivables

Over the normal course of its business activities, the Company transfers certain trade receivable assets to third parties under factoring agreements. Per the terms of these agreements, the Company surrenders control over its trade receivables upon transfer. Accordingly, the Company accounts for the transfers as sales of trade receivables by recognizing an increase to Cash and equivalents and a decrease to Trade receivables, net when proceeds from the transactions are received. The costs incurred by the Company in connection with factoring activities were not material to its consolidated financial results. The amounts transferred and yet to be remitted under factoring arrangements are provided below.

(Millions of dollars)202520242023
Trade receivables transferred to third parties under factoring arrangements$1,560$1,385$2,615
(Millions of dollars)20252024
Amounts yet to be collected and remitted to the third parties$389$254

Supplier Finance Programs

The Company has agreements where participating suppliers are provided the ability to receive early payment of the Company’s obligations at a nominal discount through supplier finance programs entered into with third party financial institutions. The Company is not a party to these arrangements, and these programs do not impact the Company’s obligations or affect the Company’s payment terms, which generally range from 90 to 150 days. The agreements with the financial institutions do not require the Company to provide assets pledged as security or other forms of guarantees for the supplier finance programs. Outstanding payables related to supplier finance programs are recorded within Accounts payable on the Company's consolidated balance

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

sheets. A rollforward of the Company’s outstanding obligations under its supplier finance programs is provided below.

(Millions of dollars)
Balance at September 30, 2024$112
Additions807
Settlements(686)
Balance at September 30, 2025$234

Note 16 — Debt

Current debt obligations

The carrying value of Current debt obligations, net of unamortized debt issuance costs, at September 30 consisted of:

(Millions of dollars)20252024
Commercial paper borrowings$855$400
Current portion of long-term debt
3.734% Notes due December 15, 2024(a)—875
3.020% Notes due May 24, 2025(a)—335
0.034% Notes due August 13, 2025(a)—559
1.208% Notes due June 4, 2026704—
Other11
Total current debt obligations$1,560$2,170

(a)All of the aggregate principal amount outstanding was retired upon maturity during fiscal 2025, as further discussed below.

The weighted average interest rates for current debt obligations were 2.89% and 2.91% at September 30, 2025 and 2024, respectively.

From time to time, the Company may access the commercial paper market as it manages working capital over the normal course of its business activities. The Company’s U.S. and multicurrency euro commercial paper programs provide for a maximum amount of unsecured borrowings under the two programs, in aggregate, of $2.750 billion. Proceeds from these programs may be used for working capital purposes and general corporate purposes, which may include acquisitions, share repurchases, and repayments of debt. The Company utilized commercial paper borrowings in the fourth quarter of fiscal year 2024 to partially fund the Advanced Patient Monitoring acquisition, as further discussed in Note 11.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Long-term debt

The carrying value of Long-Term Debt, net of unamortized debt issuance costs, at September 30 consisted of:

(Millions of dollars)20252024
1.208% Notes due June 4, 2026—671
6.700% Notes due December 1, 2026154158
1.900% Notes due December 15, 2026586559
3.700% Notes due June 6, 20271,7221,721
7.000% Debentures due August 1, 2027117118
4.693% Notes due February 13, 2028798797
6.700% Debentures due August 1, 2028114115
0.334% Notes due August 13, 20281,0541,004
4.874% Notes due February 8, 2029622622
5.081% Notes due June 7, 2029597596
3.553% Notes due September 13, 2029936891
2.823% Notes due May 20, 2030747746
3.519% Notes due February 8, 2031876835
1.957% Notes due February 11, 2031995994
3.828% Notes due June 7, 20321,1681,113
4.298% Notes due August 22, 2032496496
5.110% Notes due February 8, 2034546545
1.213% Notes due February 12, 2036701668
4.029% Notes due June 7, 2036933889
6.000% Notes due May 15, 2039121121
5.000% Notes due November 12, 20409090
1.336% Notes due August 13, 20411,049999
4.875% Notes due May 15, 2044244244
4.685% Notes due December 15, 2044938934
4.669% Notes due June 6, 20471,4621,460
3.794% Notes due May 20, 2050554554
Other long-term debt11
Total Long-Term Debt$17,621$17,940

The aggregate annual maturities of Long-Term Debt including interest during the fiscal years ending September 30, 2026 to 2030 are as follows: 2026 — $2.228 billion; 2027 — $3.163 billion; 2028 — $2.486 billion; 2029 — $2.629 billion; 2030 — $1.144 billion.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Other current credit facilities

During the fourth quarter of fiscal year 2025, the Company refinanced its existing senior unsecured revolving credit facility, which was scheduled to mature in September 2027, with a new senior unsecured revolving credit facility maturing in September 2030. The credit facility provides borrowings of up to $2.750 billion, with separate sub-limits of $100 million and $236 million for letters of credit and swingline loans, respectively. The expiration date of the credit facility may be extended for up to two additional one-year periods, subject to certain restrictions, including the consent of the lenders. The credit facility provides that the Company may, subject to additional commitments by lenders, request an additional $500 million of financing, for a maximum aggregate commitment under the credit facility of up to $3.250 billion. Proceeds from this facility may be used for general corporate purposes and Becton Dickinson Euro Finance S.à r.l. (“Becton Finance”), an indirect, wholly-owned finance subsidiary of BD, is authorized as an additional borrower under the credit facility. There were no borrowings outstanding under either credit facility as of September 30, 2025 and 2024. In addition, the Company has informal lines of credit outside of the United States.

Debt issuances

The Company issued the following U.S. dollar-denominated debt during fiscal year 2024:

Interest rate and maturityPeriod issuedAmount issued (Millions of dollars)Use of proceeds
5.081% Notes due June 7, 2029Third quarter 2024$600Funding of the cash consideration and related fees and expenses for the Advanced Patient Monitoring acquisition and for general corporate purposes
4.874% Notes due February 8, 2029Second quarter 2024$625Retirement of 3.363% notes due June 6, 2024 and retirement, upon maturity, of 3.734% notes due December 15, 2024
5.110% Notes due February 8, 2034Second quarter 2024$550Retirement of 3.363% notes due June 6, 2024 and retirement, upon maturity, of 3.734% notes due December 15, 2024

The Company issued the following Euro-denominated debt during fiscal year 2024:

Interest rate and maturityPeriod issuedAmount issued (Millions of Euros)Amount issued (Millions of dollars)Use of proceeds
3.828% Notes due June 7, 2032Third quarter 2024€1,000$1,087Funding of the cash consideration and related fees and expenses for the Advanced Patient Monitoring acquisition and for general corporate purposes
3.519% Notes due February 8, 2031Second quarter 2024€750$806Retirement of 3.875% notes due May 15, 2024 and 3.363% notes due June 6, 2024

Also in fiscal year 2024, Becton Finance issued Euro-denominated notes, listed below, which are fully and unconditionally guaranteed on a senior unsecured basis by the Company. No other of the Company’s subsidiaries provide any guarantees with respect to these notes. The indenture covenants included a limitation on liens and a restriction on sale and leasebacks, change of control and consolidation, merger and sale of assets covenants. These covenants are subject to a number of exceptions, limitations and qualifications. The indenture does not restrict the Company, Becton Finance, or any other of the Company’s subsidiaries from incurring additional debt or other liabilities, including additional senior debt. Additionally, the indenture does not restrict

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Becton Dickinson Euro Finance S.à r.l. and the Company from granting security interests over its assets. The notes issued by Becton Finance included the following:

Interest rate and maturityPeriod issuedAmount issued (Millions of Euros)Amount issued (Millions of dollars)Use of proceeds
4.029% Notes due June 7, 2036Third quarter 2024€800$869Funding of the cash consideration and related fees and expenses for the Advanced Patient Monitoring acquisition and for general corporate purposes

Debt retirements

The Company’s retirements of debt upon maturity in fiscal years 2025 and 2024 included the following:

Principal, interest rate, and maturityPeriod of retirement
€500 million ($584 million) of 0.034% notes due August 13, 2025Fourth quarter 2025
£250 million ($339 million) of 3.020% notes due May 24, 2025Third quarter 2025
$875 million of 3.734% notes due December 15, 2024First quarter 2025
$998 million of 3.363% notes due June 6, 2024Third quarter 2024
$144 million of 3.875% notes due May 15, 2024Third quarter 2024

Capitalized interest

The Company capitalizes interest costs as a component of the cost of construction in progress. A summary of interest costs and payments for the years ended September 30 is as follows:

(Millions of dollars)202520242023
Charged to operations$613$528$452
Capitalized625751
Total interest costs$675$584$503
Interest paid, net of amounts capitalized$628$473$452

Note 17 — Income Taxes

Provision for Income Taxes

The provision (benefit) for income taxes for the years ended September 30 consisted of:

(Millions of dollars)202520242023
Current:
Federal$152$132$364
State and local, including Puerto Rico551787
Foreign471362303
$677$511$754
Deferred:
Domestic$(343)$(169)$(644)
Foreign(131)(42)22
(474)(211)(622)
Income tax provision$203$300$132

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

The components of Income from Continuing Operations Before Income Taxes for the years ended September 30 consisted of:

(Millions of dollars)202520242023
Domestic, including Puerto Rico$(11)$336$358
Foreign1,8921,6691,304
Income from Continuing Operations Before Income Taxes$1,881$2,005$1,662

Unrecognized Tax Benefits

The table below summarizes the gross amounts of unrecognized tax benefits without regard to reduction in tax liabilities or additions to deferred tax assets and liabilities if such unrecognized tax benefits were settled. The Company believes it is reasonably possible that the amount of unrecognized benefits will change during the next twelve months due to one or more of the following events: expiring statutes, audit activity, tax payments, other activity, or final decisions in matters that are the subject of controversy in various taxing jurisdictions in which we operate. However, the Company does not expect changes to have a significant effect on its results of operations, financial condition, or cash flows.

(Millions of dollars)202520242023
Balance at October 1$221$269$267
Increase due to current year tax positions402222
Increase due to prior year tax positions5—33
Decreases due to prior year tax positions——(29)
Decrease due to settlements with tax authorities(16)(64)(6)
Decrease due to lapse of statute of limitations(10)(6)(18)
Balance at September 30$240$221$269
Unrecognized tax benefits that would affect the effective tax rate if recognized$285$257$366

The following were included for the years ended September 30 as a component of Income tax provision on the consolidated statements of income.

(Millions of dollars)202520242023
Interest and penalties associated with unrecognized tax benefits$15$42$20

The Company conducts business and files tax returns in numerous countries and currently has tax audits in progress in a number of tax jurisdictions. The IRS has completed its audit of the BD combined company through fiscal year 2017. The IRS is reviewing BD’s fiscal years 2018 through 2023. For the other major tax jurisdictions where the Company conducts business, tax years are generally open after 2016.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Deferred Income Taxes

Deferred income taxes at September 30 consisted of:

20252024
(Millions of dollars)AssetsLiabilitiesAssetsLiabilities
Compensation and benefits$431$—$405$—
Property and equipment—359—391
Intangibles—1,324—1,612
Loss and credit carryforwards3,476—2,954—
Product remediation and other liabilities180—261—
Capitalized research and development expenses (a)446—364—
Other6388950464
5,1711,7714,4892,067
Valuation allowance(3,431)—(2,990)—
Net (b)$1,740$1,771$1,498$2,067

(a)As required by the 2017 Tax Cuts and Jobs Act, the Company’s research and development expenditures were capitalized and amortized in fiscal years 2025 and 2024 for income tax purposes. This resulted in an increase in cash tax paid in both years with a corresponding deferred tax benefit.

(b)Net deferred tax assets are included in Other Assets and net deferred tax liabilities are included in Deferred Income Taxes and Other Liabilities on the consolidated balance sheets*.*

Deferred tax assets and liabilities are netted on the balance sheet by separate tax jurisdictions. The Company asserts indefinite reinvestment for all historical unremitted foreign earnings as of September 30, 2025. Deferred taxes have not been provided on undistributed earnings of foreign subsidiaries as of September 30, 2025 since the determination of the total amount of unrecognized deferred tax liability is not practicable.

Generally, deferred tax assets have been established as a result of net operating losses and credit carryforwards with expiration dates from 2025 to an unlimited expiration date. Valuation allowances have been established as a result of an evaluation of the uncertainty associated with the realization of certain deferred tax assets on these losses and credit carryforwards. The valuation allowance at September 30, 2025 is primarily the result of foreign losses due to the Company’s global re-organization of its foreign entities and these generally have no expiration date. Valuation allowances are also maintained with respect to deferred tax assets for certain state carryforwards that may not be realized. The net change during the year in the total valuation allowance is attributable to foreign losses and credits.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Tax Rate Reconciliation

A reconciliation of the federal statutory tax rate to the Company’s effective income tax rate for continuing operations was as follows:

202520242023
Federal statutory tax rate21.0%21.0%21.0%
State and local income taxes, net of federal tax benefit(0.1)(0.7)(1.0)
Foreign income tax at rates other than 21%(14.0)(9.1)(8.2)
Effect of foreign operations10.44.3(3.9)
Effect of Research Credits, FDII and other credits (a)(2.3)(22.1)(3.2)
Effect of share-based compensation(0.2)(0.3)(0.4)
Effect of gain on divestitures——3.2
Effect of valuation allowance on non-U.S. tax credits (a)(5.0)19.3—
Effect of nondeductible costs (b)—2.2—
Other, net1.00.40.4
Effective income tax rate10.8%15.0%7.9%

(a)During fiscal year 2024, the Company was granted non-U.S. tax credits, for which a full valuation allowance was established. Fiscal year 2025 reflects the valuation allowance activity related to non-U.S. tax credits.

(b)Primarily related to the estimated liability recorded as a result of the SEC investigation, as further discussed in Note 6.

Tax Holidays and Payments

The approximate tax impacts related to tax holidays in various countries in which the Company does business are provided below. The tax holidays expire at various dates through 2039. The Company’s income tax payments, net of refunds are also provided below.

(Millions of dollars, except per share amounts)202520242023
Tax impact related to tax holidays$435$414$363
Impact of tax holiday on diluted earnings per share1.511.421.26
Income tax payments, net of refunds599653629

New Legislation

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted. The OBBBA introduces amendments to U.S. tax laws, effective on various dates from 2025 to 2027. The Company is assessing the implications of this new U.S. tax legislation; however, it did not materially impact the Company’s consolidated financial results for fiscal year 2025.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Note 18 — Leases

The Company leases real estate, vehicles, and other equipment which are used in the Company’s manufacturing, administrative and research and development activities. The Company identifies a contract that contains a lease as one which conveys a right, either explicitly or implicitly, to control the use of an identified asset in exchange for consideration. The Company’s lease arrangements are generally classified as operating leases. These arrangements have remaining terms ranging from less than one year to approximately 25 years and the weighted-average remaining lease term of the Company’s leases is approximately 8.3 years. An option to renew or terminate the current term of a lease arrangement is included in the lease term if the Company is reasonably certain to exercise that option.

The Company does not recognize a right-of-use asset and lease liability for short-term leases, which have terms of 12 months or less, on its consolidated balance sheet. For the longer-term lease arrangements that are recognized on the Company’s consolidated balance sheet, the right-of-use asset and lease liability is initially measured at the commencement date based upon the present value of the lease payments due under the lease. These payments represent the combination of the fixed lease and fixed non-lease components that are due under the arrangement. The costs associated with the Company’s short-term leases, as well as variable costs relating to the Company’s lease arrangements, are not material to its consolidated financial results.

The implicit interest rates of the Company’s lease arrangements are generally not readily determinable and as such, the Company applies an incremental borrowing rate, which is established based upon the information available at the lease commencement date, to determine the present value of lease payments due under an arrangement. The weighted-average incremental borrowing rate that has been applied to measure the Company’s lease liabilities is 4.6%.

The Company’s lease costs recorded in its consolidated statements of income for the years ended September 30, 2025, 2024 and 2023 were $196 million, $190 million, and $145 million, respectively. Cash payments arising from the Company’s lease arrangements are reflected on its consolidated statement of cash flows as outflows used for operating activities. The right-of-use assets and lease liabilities recognized on the Company’s consolidated balance sheet as of September 30, 2025 and 2024 were as follows:

(Millions of dollars)20252024
Right-of-use assets recorded in Other Assets$885$876
Current lease liabilities recorded in Accrued expenses135142
Non-current lease liabilities recorded in Deferred Income Taxes and Other Liabilities704667

The Company’s payments due under its operating leases are as follows:

(Millions of dollars)
2026$169
2027144
2028116
202998
203089
Thereafter416
Total payments due1,032
Less: imputed interest193
Total$839

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Note 19 — Supplemental Financial Information

Other Expense, Net

(Millions of dollars)202520242023
Other investment (losses) gains, net (a)$(5)$5$(3)
Deferred compensation285732
Net pension and postretirement benefit cost (b)(84)(65)(98)
Net foreign exchange losses (c)(47)(47)(36)
Service agreement (expense) income, net (d)(14)2659
Other(1)(4)—
Other expense, net$(123)$(28)$(46)

(a)The amounts include (losses) gains recognized relating to certain equity investments.

(b)Represents all components of the Company’s net periodic pension and postretirement benefit costs, aside from service cost, including pension settlement expenses of $38 million and $57 million in fiscal years 2025 and 2023, respectively.

(c)Represents net gains and losses from transactional foreign exchange exposures, offset by net gains and losses on undesignated foreign exchange derivatives.

(d)The amount in fiscal year 2025 represents the costs of transition service agreements resulting from the acquisition of Advanced Patient Monitoring in fiscal year 2024. The amounts in fiscal years 2024 and 2023 consist of net income from transition and logistics service agreements with Embecta following the spin-off of the Company’s former diabetes care business in fiscal year 2022.

Trade Receivables, Net

The amounts recognized in 2025, 2024 and 2023 relating to allowances for doubtful accounts and cash discounts, which are netted against trade receivables, are provided in the following table:

(Millions of dollars)Allowance for Doubtful AccountsAllowance for Cash DiscountsTotal
Balance at September 30, 2022$65$16$81
Additions charged to costs and expenses9100109
Deductions and other(10)(a)(100)(110)
Balance at September 30, 2023$65$16$81
Additions charged to costs and expenses3091121
Deductions and other(30)(a)(93)(124)
Balance at September 30, 2024$64$15$79
Additions charged to costs and expenses4488132
Deductions and other(26)(a)(91)(118)
Balance at September 30, 2025$82$11$94

(a)Accounts written off.

Notes to Consolidated Financial Statements — (Continued)

Becton, Dickinson and Company

Inventories

Inventories at September 30 consisted of:

(Millions of dollars)20252024
Materials$860$803
Work in process490443
Finished products2,5442,597
$3,894$3,843

Property, Plant and Equipment, Net

Property, Plant and Equipment, Net at September 30 consisted of:

(Millions of dollars)20252024
Land$128$129
Buildings3,8953,733
Machinery, equipment and fixtures10,75910,197
Leasehold improvements331320
15,11314,378
Less accumulated depreciation and amortization8,1167,557
$6,997$6,821

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