Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following commentary should be read in conjunction with the condensed consolidated financial statements and accompanying notes presented in this report. Within the tables presented throughout this discussion, certain columns 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. References to years throughout this discussion relate to our fiscal years, which end on September 30.

Company Overview

Becton, Dickinson and Company (“BD”) is a global medical technology company engaged in the development, manufacture and sale of a broad range of medical supplies, devices, laboratory equipment and diagnostic products used by healthcare institutions, physicians, life science researchers, clinical laboratories, the pharmaceutical industry and the general public. The Company's organizational structure is based upon three principal business segments, BD Medical (“Medical”), BD Life Sciences (“Life Sciences”) and BD Interventional (“Interventional”).

BD’s products are manufactured and sold worldwide. Our products are marketed in the United States and internationally through independent distribution channels and directly to end-users by BD and independent sales representatives. We organize our operations outside the United States as follows: EMEA (which includes Europe, the Middle East and Africa); Greater Asia (which includes countries in Greater China, Japan, South Asia, Southeast Asia, Korea, Australia and New Zealand); Latin America (which includes Mexico, Central America, the Caribbean and South America); and Canada. We continue to pursue growth opportunities in emerging markets, which include the following geographic regions: Eastern Europe, the Middle East and Africa (collectively referred to below as “EMA”), as well as Latin America and certain countries within Greater Asia.

Proposed Combination of Our Biosciences and Diagnostic Solutions Business with Waters

On July 13, 2025, we entered into a definitive agreement to combine our Biosciences and Diagnostic Solutions business with Waters Corporation (“Waters”) in a transaction that is expected to create an innovative life science and diagnostics leader with pioneering technologies. Additional disclosures regarding the agreement are provided in Note 1 in the Notes to Condensed Consolidated Financial Statements.

Key Trends and Uncertainties Affecting Results of Operations

Our BD 2025 strategy for growth is anchored in three pillars: grow, simplify and empower. As we continue to execute this strategy, we have invested in research and development, strategic tuck-in acquisitions, geographic expansion, and new product programs to drive further revenue and profit growth. Our ability to sustain our long-term growth will depend on a number of factors, including our ability to expand our core business, and develop innovative new products, as well as continue to improve operating efficiency and organizational effectiveness. Our operations, supply chain, suppliers and customers are exposed to various global macroeconomic factors and other risks which we continually evaluate to assess their potential impact to our operations and financial results.

We have been experiencing, and may continue to experience, some adverse impact to our results of operations due to market dynamics in China, such as volume-based procurement programs (“VoBP”) and the government’s focus to improve compliance of healthcare practitioners. Also, reductions or delays in governmental research funding has caused customers for certain of our instruments to delay or forgo purchases of these products. Higher interest rates could also reduce the demand for capital purchases. Additionally, the future demand for our products and services could be impacted by deterioration in healthcare systems’ budgets and/or staffing levels.

Additionally, we have experienced, and may continue to experience, temporary shortages in supply of certain materials or components that are used in our products. The stable flow of global transport is critical to our operations and as such, events affecting the flow of logistics around the globe may adversely impact our supply chain and distribution channels. In general, major disruptions in the sourcing, manufacturing and distribution of our products could adversely impact our results of operations. Also, tariffs, sanctions or other trade barriers imposed by the United States, or against the United States from countries in which we do business, could adversely impact our supply chain costs, results of operations and our financial condition. Based upon the latest published tariffs that are currently in effect, we expect an estimated impact of $90 million from tariffs to our fiscal year 2025 operating expense, primarily relating to any products (or components) imported from countries across our global supply chain which have no exemption opportunities. We continue to monitor international trade policy-related developments to assess their potential impacts to our operations. The ultimate impact of any existing or new tariffs or other changes in international trade policies is subject to a number of factors including, but not limited to, the duration of such tariffs, changes in tariff rates, the amount, scope and nature of the tariffs, any countermeasures that target countries may take, or any mitigating actions that may become available. While sourcing optimization and tariff exemptions for qualifying products

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

For additional information on risk factors that may impact our business, results of operations, financial condition and cash flows, see Part II, Item 1A. Risk Factors of this Quarterly Report on Form 10-Q, Part II, Item 1A. Risk Factors in our Quarterly Reports on Form 10-Q for the periods ended December 31, 2024 and March 31, 2025, and Part I, Item 1A. Risk Factors of our 2024 Annual Report on Form 10-K (the “2024 Annual Report”).

Overview of Financial Results and Financial Condition

For the three months ended June 30, 2025, worldwide revenues of $5.509 billion increased 10.4% from the prior-year period. This increase reflected the following impacts:

			Increase (decrease) in current-period revenues
Volume/other (a)			3.5		%
Pricing			(0.5)		%
Foreign currency impact			0.5		%
Acquisition of Advanced Patient Monitoring			5.5		%
Other (b)			1.4		%
Increase in revenues from the prior-year period			10.4		%

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

(b)Represents the impact of accruals recognized in the third quarter of fiscal year 2024 relating to the Italian government medical device pay back legislation, as well as another legal matter, and which substantially relate to years prior to fiscal year 2024.

Cash flows from continuing operating activities were $2.076 billion in the first nine months of fiscal year 2025. At June 30, 2025, we had $820 million in cash and equivalents and short-term investments, including restricted cash. We continued to return value to our shareholders in the form of dividends. During the first nine months of fiscal year 2025, we paid cash dividends to common shareholders of $899 million.

Each reporting period and given our worldwide operations, we face exposure to our results of operations from changes in foreign currencies. We calculate translational foreign currency impacts by converting our current-period local currency financial results using the prior-period foreign currency exchange rates and comparing these adjusted amounts to our current-period results, which allows us to compare results between periods as if exchange rates had remained constant period-over-period. The third quarter fiscal year 2025 impact of foreign currency on our revenues, which is primarily translational, is provided above. The translational impact on our earnings is provided further below. We evaluate our results of operations on both a reported and a foreign currency-neutral basis. As exchange rates are an important factor in understanding period-to-period comparisons, we believe the presentation of results on a foreign currency-neutral basis, excluding translational foreign currency impacts, in addition to reported results helps improve investors’ ability to understand our operating results and evaluate our performance in comparison to prior periods. We use results on a foreign currency-neutral basis as one measure to evaluate our performance. These results should be considered in addition to, not as a substitute for, results reported in accordance with U.S. generally accepted accounting principles ("GAAP"). Results on a foreign currency-neutral basis, as we present them, may not be comparable to similarly titled measures used by other companies and are not measures of performance presented in accordance with U.S. GAAP.

Results of Operations

Medical Segment

The following summarizes third quarter Medical revenues by organizational unit:

			Three months ended June 30,
(Millions of dollars)			2025						2024						Total Change						Estimated FX Impact						FXN Change
Medication Delivery Solutions			$	1,132					$	1,123					0.8		%				0.1		%				0.7		%
Medication Management Solutions			888						840						5.7		%				0.4		%				5.3		%
Pharmaceutical Systems			629						594						5.8		%				1.0		%				4.8		%
Advanced Patient Monitoring			278						—						NM						NM						NM
Total Medical Revenues			$	2,927					$	2,558					14.4		%				0.4		%				14.0		%

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

The Medical segment’s revenue growth in the third quarter of 2025 primarily reflected the following:

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

• Growth in the Medication Management Solutions unit driven by continued strength in sales of infusion systems and solid growth in sales of dispensing solutions.

• Growth in the Pharmaceutical Systems unit due to sustained double-digit growth of prefillable solutions in the biologic drug category, partially offset by lower market demand for other product categories.

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

Medical segment total revenues for the nine-month periods were as follows:

			Nine months ended June 30,
(Millions of dollars)			2025						2024						Total Change						Estimated FX Impact						FXN Change
Total Medical Revenues			$	8,302					$	7,237					14.7		%				(0.3)		%				15.0		%

Medical segment income for the three and nine-month periods is provided below.

			Three months ended June 30,												Nine months ended June 30,
(Millions of dollars)			2025						2024						2025						2024
Medical segment income			$	880					$	753					$	1,922					$	1,950
Segment income as % of Medical revenues			30.0		%				29.4		%				23.2		%				26.9		%

The Medical segment's operating income as a percentage of revenues in the third quarter of 2025 compared with the third quarter of 2024 reflected the following:

• Higher gross profit margin in the third quarter of 2025 compared with the third quarter of 2024 primarily reflected lower manufacturing costs, which resulted from continuous improvement projects and other productivity initiatives and favorable product mix which was attributable to the Advanced Patient Monitoring unit’s products.

• Higher selling and administrative expense as a percentage of revenues in the third quarter of 2025 compared with the third quarter of 2024 primarily reflected costs attributable to the Advanced Patient Monitoring unit.

• Research and development expense as a percentage of revenues in the third quarter of 2025 was flat compared with the third quarter of 2024 which primarily reflected costs attributable to the Advanced Patient Monitoring unit, offset by the timing of project spending.

Life Sciences Segment

The following summarizes third quarter Life Sciences revenues by organizational unit:

			Three months ended June 30,
(Millions of dollars)			2025						2024						Total Change						Estimated FX Impact						FXN Change
Specimen Management (a)			470						467						0.7		%				0.1		%				0.6		%
Diagnostic Solutions (a)			425						429						(1.0)		%				0.8		%				(1.8)		%
Biosciences			358						363						(1.3)		%				1.0		%				(2.3)		%
Total Life Sciences Revenues			$	1,254					$	1,260					(0.5)		%				0.6		%				(1.1)		%

(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.

The Life Sciences segment’s revenues in the third quarter of 2025 primarily reflected the following:

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

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

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

Life Sciences segment total revenues for the nine-month periods were as follows:

			Nine months ended June 30,
(Millions of dollars)			2025						2024						Total Change						Estimated FX Impact						FXN Change
Total Life Sciences Revenues			$	3,798					$	3,852					(1.4)		%				(0.4)		%				(1.0)		%

Life Sciences segment income for the three and nine-month periods is provided below.

			Three months ended June 30,												Nine months ended June 30,
(Millions of dollars)			2025						2024						2025						2024
Life Sciences segment income			$	391					$	387					$	1,152					$	1,174
Segment income as % of Life Sciences revenues			31.2		%				30.7		%				30.3		%				30.5		%

The Life Sciences segment's operating income as a percentage of revenues in the third quarter of 2025 compared with the third quarter of 2024 primarily reflected the following:

• Gross profit margin in the third quarter of 2025 was higher compared with the third quarter of 2024, which primarily reflected lower manufacturing costs resulting from continuous improvement projects and other productivity initiatives, partially offset by unfavorable impacts from higher labor costs, product mix and foreign currency.

• Selling and administrative expense as a percentage of revenues in the third quarter of 2025 was higher compared with the third quarter of 2024 which primarily reflected higher general and administrative costs in the current-year period.

• Lower research and development expense as a percentage of revenues in the third quarter of 2025 compared with the third quarter of 2024, which primarily reflected the timing of project spending.

Interventional Segment

The following summarizes third quarter Interventional revenues by organizational unit:

			Three months ended June 30,
(Millions of dollars)			2025						2024						Total Change						Estimated FX Impact						FXN Change
Surgery			$	395					$	376					4.9		%				0.3		%				4.6		%
Peripheral Intervention			512						488						4.8		%				0.3		%				4.5		%
Urology and Critical Care			422						375						12.5		%				0.4		%				12.1		%
Total Interventional Revenues			$	1,328					$	1,240					7.2		%				0.4		%				6.8		%

The Interventional segment’s revenue growth in the third quarter of 2025 primarily reflected the following:

• Strong growth in sales of the Surgery unit’s advanced tissue regeneration portfolio, as well as the unit’s infection prevention and biosurgery products, partially offset by lower U.S. sales of legacy hernia products.

• Strong growth in the Peripheral Intervention unit’s peripheral vascular disease portfolio that was particularly driven by sales of the unit’s RotarexTM Atherectomy System.

• Continued double-digit growth in sales of the Urology and Critical Care unit’s PureWickTM offerings.

Interventional segment total revenues for the nine-month periods were as follows:

			Nine months ended June 30,
(Millions of dollars)			2025						2024						Total Change						Estimated FX Impact						FXN Change
Total Interventional Revenues			$	3,849					$	3,720					3.5		%				(0.2)		%				3.7		%

Interventional segment income for the three and nine-month periods is provided below.

			Three months ended June 30,												Nine months ended June 30,
(Millions of dollars)			2025						2024						2025						2024
Interventional segment income			$	376					$	365					$	1,155					$	1,044
Segment income as % of Interventional revenues			28.3		%				29.5		%				30.0		%				28.1		%

The Interventional segment's operating income as a percentage of revenues in the third quarter of 2025 compared with the third quarter of 2024 reflected the following:

• Gross profit margin in the third quarter of 2025 was flat compared with the third quarter of 2024, which primarily reflected unfavorable impacts from higher labor and raw material costs, pricing and foreign currency, offset by favorable manufacturing variances that resulted from continuous improvement projects and other productivity initiatives.

• Higher selling and administrative expense as percentages of revenues in the third quarter of 2025 compared with the third quarter of 2024 primarily reflected higher general and administrative costs.

• Research and development expense as a percentage of revenues in the third quarter of 2025 was flat compared with the third quarter of 2024, which primarily reflected the timing of project spending.

Geographic Revenues

BD’s worldwide third quarter revenues by geography were as follows:

			Three months ended June 30,
(Millions of dollars)			2025						2024						Total Change						Estimated FX Impact						FXN Change
United States			$	3,181					$	2,891					10.0		%				—		%				10.0		%
International			2,328						2,098						11.0		%				1.2		%				9.8		%
Total Revenues			$	5,509					$	4,990					10.4		%				0.5		%				9.9		%

U.S. revenue growth in the third quarter of 2025 was largely driven by the acquired Advanced Patient Monitoring unit’s sales. U.S. revenue growth also reflected strong sales in the Medical segment’s Medication Management Solutions and Pharmaceutical Systems units, as well as in the Interventional segment’s Surgery and Urology and Critical Care units. U.S. revenue growth in the third quarter of 2025 was partially offset by a decline in the Life Sciences segment’s Diagnostic Solutions unit, as further discussed above.

International revenue growth in the third quarter of 2025 was largely driven by the acquired Advanced Patient Monitoring unit’s sales. International revenue growth was also driven by sales in the Medical segment’s Medication Management Solutions and Pharmaceutical Systems units, as well as in the Interventional segment’s Peripheral Intervention and Urology and Critical Care units. International revenue growth also reflected a favorable comparison to the prior-period, which was unfavorably impacted by $62 million of accruals related to the Italian government medical device pay back legislation, as further discussed above. International revenue growth in the third quarter of 2025 was partially offset by a decline in the Life Sciences segment’s Biosciences unit, as further discussed above. Current-period revenues in emerging markets primarily reflected strong sales in EMA, certain countries within Greater Asia, and Latin America.

			Three months ended June 30,
(Millions of dollars)			2025						2024						Total Change						Estimated FX Impact						FXN Change
Emerging markets			$	811					$	753					7.8		%				(1.7)		%				9.5		%

Specified Items

Reflected in the financial results for the three and nine-month periods of fiscal years 2025 and 2024 were the following specified items:

			Three months ended June 30,												Nine months ended June 30,
(Millions of dollars)			2025						2024						2025						2024
Restructuring costs (a)			$	58					$	95					$	187					$	262
Integration costs (a)			37						7						87						17
Transaction costs (b)			1						10						5						9
Financing costs (b)			—						(2)						—						(2)
Separation-related items (c)			31						1						41						7
Purchase accounting adjustments (d)			385						352						1,506						1,076
European regulatory initiative-related costs (e)			—						25						—						72
Product, litigation, and other items (f)			56						174						297						169
Total specified items			569						663						2,123						1,610
Less: tax impact of specified items and other tax related			86						133						290						197
After-tax impact of specified items			$	483					$	529					$	1,833					$	1,413

(a)Represents amounts associated with restructuring and integration activities, which are recorded in Integration, restructuring and transaction expense and are further discussed below.

(b)Represents transaction costs and financing impacts incurred with the Advanced Patient Monitoring acquisition. The transaction costs are recorded in Integration, restructuring and transaction expense and the financing impacts are recorded in Interest income and Interest expense.

(c)Represents costs recorded to Other operating expense, net and incurred in connection with the proposed combination of our Biosciences and Diagnostic Solutions business with Waters, as well as with the fiscal year 2022 separation of BD's former Diabetes Care business.

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

(e)Represents 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, which represent a significant, unusual change to the existing regulatory framework. We consider these costs to be duplicative of previously incurred costs and/or one-off costs, which are limited to a specific period of time. These expenses, which are recorded in Cost of products sold and Research and development expense, include the cost of labor, other services and consulting (in particular, research and development and clinical trials) and supplies, travel and other miscellaneous costs.

(f)Includes certain (income) expense items which are not part of ordinary operations and affect the comparability of the periods presented. Such items may include certain product remediation costs, certain legal matters, certain investment gains and losses, certain asset impairment charges, and certain pension settlement costs. The amounts in the three and nine-month periods of 2025 included charges of $30 million related to pension settlement costs recorded to Other expense, net, as further discussed in Note 8 in the Notes to Condensed Consolidated Financial Statements*.* The amount in the nine-month period of 2025 also included charges of approximately $64 million which were recorded to Other operating expense, net, and related to various legal matters. Additional disclosures regarding our legal matters are provided in Note 5 in the Notes to Condensed Consolidated Financial Statements. The amount in the nine-month period of 2025 also included charges within Cost of products sold of $98 million to adjust future costs estimated for product remediation efforts and a non-cash $30 million charge recorded within Research and development expense to write down certain assets in the Life Sciences segment. The amounts in the three and nine-month periods of 2024 were primarily recorded to Revenues and Other operating expense, net, and largely related to legislative and legal matters, as further discussed above, as well as in Notes 5 and 7 in the Notes to Condensed Consolidated Financial Statements.

Gross Profit Margin

The comparison of gross profit margin for the three and nine-month periods of fiscal years 2025 and 2024 reflected the following impacts:

			Three-month period						Nine-month period
June 30, 2024 gross profit margin %			46.2		%				45.0		%
Impact of purchase accounting adjustments and other specified items			1.1		%				(2.4)		%
Operating performance			0.9		%				2.2		%
Foreign currency impact			(0.4)		%				(0.1)		%
June 30, 2025 gross profit margin %			47.8		%				44.7		%

The favorable impact on gross margin for the three-month period of 2025 from specified items reflected a favorable comparison to specified items recorded in the prior-year period, which included $67 million of accruals relating to the Italian government medical device pay back legislation, as well as another legal matter, as further discussed above and in Note 5 in the Notes to Condensed Consolidated Financial Statements. The unfavorable impact on gross margin for the nine-month period of 2025 from specified items reflects amortization of intangibles attributable to the Advanced Patient Monitoring acquisition and an impact of $336 million resulting from a fair value step-up adjustment relating to Advanced Patient Monitoring's inventory on the acquisition date. The impact from specified items in the nine-month period of 2025 also included charges of $98 million recorded in the Medical segment to adjust the estimate of future product remediation costs, as further discussed in Note 5 in the Notes to Condensed Consolidated Financial Statements.

Operating performance in the three and nine-month periods of 2025 compared with the prior-year periods primarily reflected lower manufacturing costs resulting from our ongoing continuous improvement projects and other productivity initiatives, partially offset by higher labor costs.

Operating Expenses

A summary of operating expenses for the three and nine-month periods of fiscal years 2025 and 2024 is as follows:

			Three months ended June 30,												Increase (decrease) in basis points						Nine months ended June 30,												Increase (decrease) in basis points
			2025						2024									2025						2024
(Millions of dollars)
Selling and administrative expense			$	1,320					$	1,196											$	3,912					$	3,601
% of revenues			24.0		%				24.0		%				—						24.5		%				24.4		%				10
Research and development expense			$	297					$	299											$	943					$	888
% of revenues			5.4		%				6.0		%				(60)						5.9		%				6.0		%				(10)
Integration, restructuring and transaction expense			$	97					$	112											$	279					$	288
Other operating expense, net			$	38					$	98											$	111					$	86

Selling and administrative expense

Selling and administrative expense as a percentage of revenues in the three and nine-month periods of 2025 was flat compared with the prior-year periods, which primarily reflected higher revenues, offset by higher selling costs in the current-year periods.

Research and development expense

Lower research and development expense as a percentage of revenues in the three-month period of 2025 primarily reflected the timing of project spending. Research and development expense as a percentage of revenues in the nine-month period of 2025 was flat compared with the prior-year period, which primarily reflected the timing of project spending, largely offset by a $30 million write-down of certain assets in the Life Sciences segment in the current-year period.

Integration, restructuring and transaction expense

The amounts in the three and nine-month periods of 2025 and 2024 included restructuring costs related to simplification and other cost-saving initiatives. The amounts in the three and nine-month periods of 2025 additionally included integration, restructuring and transaction costs relating to our acquisition of the Advanced Patient Monitoring unit. The amounts in the three and nine-month periods of 2024 also included transaction costs, such as legal, advisory and other costs, relating to our acquisition of the Advanced Patient Monitoring unit. For further disclosures regarding restructuring costs, refer to Note 10 in the Notes to Condensed Consolidated Financial Statements.

Other operating expense, net

The amount in the three-month period of 2025 primarily represented costs incurred in connection with the proposed combination of our Biosciences and Diagnostic Solutions business with Waters. The amount in the nine-month period of 2025 also included charges relating to legal matters. The amounts in the three and nine-month periods of 2024 largely represented charges relating to legal matters, including a $50 million charge to accrue an estimated liability for the SEC investigation as further discussed in Note 5 in the Notes to Condensed Consolidated Financial Statements.

Nonoperating Income

Net interest expense

The components for the three and nine-month periods of fiscal years 2025 and 2024 were as follows:

			Three months ended June 30,												Nine months ended June 30,
(Millions of dollars)			2025						2024						2025						2024
Interest expense			$	(152)					$	(137)					$	(458)					$	(373)
Interest income			5						48						33						108
Net interest expense			$	(147)					$	(89)					$	(425)					$	(265)

Higher interest expense for the three and nine-month periods of fiscal year 2025 compared with the prior-year periods primarily reflected higher overall interest rates on debt outstanding during the current year.

Lower interest income for the three and nine-month periods of fiscal year 2025 compared with the prior-year periods primarily reflected lower levels of cash on hand and lower overall interest rates.

Income Taxes

The income tax rates for the three and nine-month periods of fiscal years 2025 and 2024 are provided below.

			Three months ended June 30,												Nine months ended June 30,
			2025						2024						2025						2024
Effective income tax rate			18.3		%				2.6		%				13.6		%				12.5		%
Impact, in basis points, from specified items			140						(1,000)						—						10

The effective income tax rate for the three-month period of fiscal year 2025 compared with the prior-year period primarily reflected an unfavorable tax impact from discrete items in the current-year period, compared with a benefit recognized from discrete items in the prior-year period. The effective income tax rate for the nine-month period of fiscal year 2025 compared with the prior-year period primarily reflected a current-period tax impact from discrete items that was less favorable, compared with the benefit associated with discrete items recognized in the prior-year period. Additional disclosures regarding our effective income tax rates are provided in Note 14 in the Notes to Condensed Consolidated Financial Statements

Net Income and Diluted Earnings per Share

Net income and diluted earnings per share for the three and nine-month periods of fiscal years 2025 and 2024 were as follows:

			Three months ended June 30,												Nine months ended June 30,
			2025						2024						2025						2024
Net Income (Millions of dollars)			$	574					$	487					$	1,185					$	1,305
Diluted Earnings per Share			$	2.00					$	1.68					$	4.10					$	4.49
Unfavorable impact-specified items			$	(1.68)					$	(1.82)					$	(6.35)					$	(4.85)
Favorable (unfavorable) impact-foreign currency translation			$	0.02											$	(0.02)

Liquidity and Capital Resources

The following table summarizes our condensed consolidated statements of cash flows:

			Nine months ended June 30,
(Millions of dollars)			2025						2024
Net cash provided by (used for):
Operating activities			$	2,076					$	2,666
Investing activities			$	(324)					$	(1,577)
Financing activities			$	(2,808)					$	1,963

Net Cash Flows from Operating Activities

Cash flows from operating activities in the first nine months of fiscal year 2025 were largely driven by our net income, adjusted by a change in operating assets and liabilities that was a net use of cash. This net use of cash primarily reflected higher levels of inventory, as well as lower levels of accounts payable and accrued expenses, partially offset by lower levels of trade receivables. The decrease in accounts payable and accrued expenses included our payment of $175 million relating to the SEC investigation as further discussed in Note 5 in the Notes to Condensed Consolidated Financial Statements.

Cash flows from operating activities in the first nine months of fiscal year 2024 were largely driven by our net income, adjusted by a change in operating assets and liabilities that was a net use of cash. This net use of cash primarily reflected lower levels of

accounts payable and accrued expenses, partially offset by lower levels of prepaid expenses. Cash flows from operating activities in 2024 additionally reflected a discretionary cash contribution of $150 million to fund our pension obligation.

Net Cash Flows from Investing Activities

Our investments in capital expenditures are focused on projects that enhance our cost structure and manufacturing capabilities, as well as support our BD 2025 strategy for growth and simplification. Cash flows from investing activities in the first nine months of fiscal year 2025 included capital expenditure-related outflows of $408 million, compared with $429 million in the prior-year period. Current-period cash flows from investing activities also included a $408 million inflow attributable to the maturity of time deposits, compared with a $830 million outflow in the prior-year period attributable to net purchases of investments, primarily in time deposits.

Net Cash Flows from Financing Activities

Net cash flows from financing activities in the first nine months of fiscal years 2025 and 2024 included the following significant cash flows:

			Nine months ended June 30,
(Millions of dollars)			2025						2024
Cash inflow (outflow)
Change in short-term debt			$	133					$	—
Proceeds from long-term debt			$	—					$	4,517
Payments of debt			$	(1,209)					$	(1,142)
Repurchases of common stock			$	(750)					$	(500)
Dividends paid			$	(899)					$	(825)

Certain measures relating to our total debt were as follows:

(Millions of dollars)			June 30, 2025						September 30, 2024
Total debt			$	19,341					$	20,110
Weighted average cost of total debt			3.3		%				3.4		%
Total debt as a percentage of total capital*			42.7		%				42.9		%

• Represents shareholders’ equity, net non-current deferred income tax liabilities, and debt.

Cash and Short-Term Investments

At June 30, 2025, total worldwide cash and equivalents and short-term investments, including restricted cash, were approximately $820 million and were primarily held outside of the United States. We regularly review the amount of cash and short-term investments held outside of the United States and our historical foreign earnings are used to fund foreign investments or meet foreign working capital and property, plant and equipment expenditure needs. To fund cash needs in the United States, we rely on ongoing cash flow from U.S. operations, access to capital markets and remittances from foreign subsidiaries of earnings that are not considered to be permanently reinvested.

Financing Facilities

We have a senior unsecured revolving credit facility in place which will expire in September 2027. The credit facility provides borrowings of up to $2.750 billion, with separate sub-limits of $100 million and $194 million for letters of credit and swingline loans, respectively. The expiration date of the credit facility may be extended for up to one additional one-year period, subject to certain restrictions (including the consent of the lenders). The credit facility provides that we 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., an indirect, wholly-owned finance subsidiary of BD, is authorized as an additional borrower under the credit facility. There were no borrowings outstanding under the revolving credit facility at June 30, 2025.

The agreement for our revolving credit facility contains the following financial covenants. We were in compliance with these covenants, as applicable, as of June 30, 2025.

• We are required to have a leverage coverage ratio of no more than:

◦4.25-to-1 as of the last day of each fiscal quarter following the closing of the credit facility; or

◦4.75-to-1 for the four full fiscal quarters following the consummation of a material acquisition.

We may access commercial paper programs over the normal course of our business activities. Our 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. We had $533 million of commercial paper borrowings outstanding as of June 30, 2025. We have additional informal lines of credit outside the United States. Also, over the normal course of our business activities, we transfer certain trade receivable assets to third parties under factoring agreements. Additional disclosures regarding sales of trade receivable assets are provided in Note 13 in the Notes to Condensed Consolidated Financial Statements.

Access to Capital and Credit Ratings

Our corporate credit ratings with Standard & Poor's Ratings Services (“S&P”), Moody’s Investors Service (“Moody’s) and Fitch Ratings (“Fitch”) at June 30, 2025 were unchanged compared with our ratings at September 30, 2024.

Lower corporate debt ratings and downgrades of our corporate credit ratings or other credit ratings may increase our cost of borrowing. We believe that given our debt ratings, our financial management policies, our ability to generate cash flow and the non-cyclical, geographically diversified nature of our businesses, we would have access to additional short-term and long-term capital should the need arise. A rating reflects only the view of a rating agency and is not a recommendation to buy, sell or hold securities. Ratings can be revised upward or downward at any time by a rating agency if such rating agency decides that circumstances warrant such a change.

Concentrations of Credit Risk

We continually evaluate our accounts receivables for potential credit losses, 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. In addition to continually evaluating all governmental receivables for potential credit losses based upon historical loss experiences, we also evaluate such receivables based upon the availability of government funding and reimbursement practices. We believe the current reserves related to all governmental receivables are adequate and that these receivables will not have a material adverse impact on our financial position or liquidity.

To date, we have not experienced a significant increased risk of credit losses in general as a result of current macroeconomic conditions. No assurances can be given that the risk of credit losses will not increase in the future given the uncertainty around the duration of the current macroeconomic challenges and pressures.

Other Matters

Critical Accounting Policies

There were no changes to our critical accounting policies from those disclosed in our 2024 Annual Report.

Regulatory Matters

Consent Decree with FDA

Our U.S. infusion pump organizational unit is operating under an amended consent decree originally entered into by Cardinal Health 303, Inc. with the FDA in 2007 related to its AlarisTM infusion pumps. In 2009, the decree was amended (the “Consent Decree”) to include all infusion pumps manufactured by or for CareFusion 303, Inc., which was acquired by BD in 2015. CareFusion 303, Inc. remains the manufacturer of BD AlarisTM infusion pumps. The Consent Decree is specific to infusion pumps and does not apply to intravenous administration sets, accessories, or other products.

Following an inspection that began in March 2020 of our Medication Management Systems’ Infusion quality management system operating out of the site in San Diego, California (CareFusion 303, Inc.), the FDA issued a Form 483 Notice (the “2020 Form 483 Notice”) that contained a number of observations regarding the quality system’s compliance with FDA’s Quality System, reporting of corrections and removals, and MDR regulations. In December 2021, the FDA issued to CareFusion 303, Inc. a letter of non-compliance with respect to the Consent Decree (the “Non-Compliance Letter”) stating that, among other things, it had determined that certain of the corrective actions to address the 2020 Form 483 Notice appeared to be adequate, some were still in progress such that adequacy could not be determined yet, and certain others were not adequate (e.g., complaint handling and corrective and preventive actions, design verification and medical device reporting). Per the terms of the Non-Compliance Letter, CareFusion 303, Inc. provided the FDA with a proposed comprehensive corrective action plan (“CAP”) and has retained an independent expert to conduct periodic audits of the quality management system operating at the

CareFusion 303, Inc. infusion pump facilities through 2025. CareFusion 303, Inc. has and will continue to update its CAP to address any observations that may arise during the course of these audits.

In addition, CareFusion 303, Inc. received an additional Form 483 Notice in May 2024 following an FDA inspection (“2024 Form 483 Notice”) that contained observations related to the site’s compliance with the FDA’s quality system regulation (“QSR”) for its Infusion quality management system (covered by the Consent Decree) and QSR and MDR regulation for its separate Dispensing quality management system (which is not subject of the Consent Decree). On November 22, 2024, BD received a Warning Letter from the FDA, which is limited to CareFusion 303, Inc.’s Dispensing quality management system and BD PyxisTM products (“Dispensing Warning Letter”). See “— FDA Warning Letters” below for further information.

The FDA’s review of our responses to the observations specific to the Infusion quality management system in the 2024 Form 483 Notice and the CAP is ongoing, and no assurances can be given regarding further action by the FDA as a result of the observations, including but not limited to action pursuant to the Consent Decree, or that corrective actions proposed by CareFusion 303, Inc. will be adequate to address these observations. Additionally, we cannot currently predict the amount of additional monetary investment that will be incurred to resolve this matter or the matter’s ultimate impact on our business.

The Consent Decree authorizes the FDA, in the event of any violations in the future, to order us to cease manufacturing and distributing infusion pumps, recall products and take other actions. We may be required to pay damages of $15,000 per day per violation if we fail to comply with any provision of the Consent Decree, up to $15 million per year.

We may be obligated to pay more costs in the future because, among other things, the FDA may determine that we are not fully compliant with the Consent Decree and Non-Compliance Letter and therefore impose penalties under the Consent Decree, and/or we may also be subject to future proceedings and litigation relating to the matters addressed in the Consent Decree, including, but not limited to, additional fines, penalties, other monetary remedies, and expansion of the terms of the Consent Decree. As of June 30, 2025, we do not believe that a loss is probable in connection with the Consent Decree, and accordingly, we have no accruals associated with compliance with the Consent Decree.

As previously disclosed, on July 21, 2023, BD received 510(k) clearance from the FDA for its updated BD Alaris™ Infusion System, which enabled both remediation and a return to market for the BD Alaris™ Infusion System. This clearance covers updated hardware features for Point-of-Care Unit (“PCU”), large volume pumps, syringe pumps, patient-controlled analgesia (“PCA”) pumps, respiratory monitoring and auto-identification modules. It also covers a new BD Alaris™ Infusion System software version with enhanced cybersecurity, along with interoperability features that enable smart, connected care with electronic medical record systems. To address open recalls and ensure devices at customer sites are running a recent, cleared version of the BD Alaris™ Infusion System Software, BD Alaris™ Infusion System devices in the U.S. market are being remediated or replaced with the updated 510(k) cleared version over the next several years.

FDA Warning Letters

On January 11, 2018, BD received a Warning Letter from the FDA with respect to our former BD Preanalytical Systems ("PAS") unit, citing certain alleged violations of quality system regulations and of law. BD has worked closely with the FDA and implemented corrective actions to address the quality management system concerns identified in the Warning Letter. In March 2020, the FDA conducted a subsequent inspection of PAS which it classified as Voluntary Action Indicated, which means the FDA will not take or recommend any administrative or regulatory action as a result of the unit’s response to the observations associated with the quality management concerns in the inspection. Additionally, in December 2022, the FDA conducted a subsequent inspection of PAS (now Specimen Management) with no observations. BD continues to work with the FDA to generate additional clinical evidence and file 510(k)s as remaining commitments associated with the Warning Letter. As of June 30, 2025, BD has received eight FDA clearances. The FDA review of these remaining commitments is ongoing, and no assurances can be given regarding further action by the FDA as a result of these commitments, including but not limited to action pursuant to the Warning Letter.

As noted above, on November 22, 2024, BD received the Dispensing Warning Letter following an 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. BD submitted a comprehensive response to address FDA’s feedback in the Dispensing 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 FDA’s Dispensing Warning Letter, or that corrective actions proposed and taken by CareFusion 303, Inc. will be adequate to address the Dispensing Warning Letter. Any failure to adequately address the Dispensing Warning Letter may result in regulatory actions initiated by the FDA without further notice, which may include, but are not limited to, seizure, injunction and civil monetary penalties. As a result, the ultimate resolution of the Dispensing Warning Letter and its impact on the Company’s operations is unknown at this time. In connection with the Dispensing Warning Letter, the Company has accrued future costs estimated for product remediation efforts. See Note 5 in the Notes to Condensed Consolidated Financial Statements. It is possible that the amount of the Company’s liability could exceed its currently accrued amount.

Ethylene Oxide/Sterilization

There is increased focus on the use and emission of ethylene oxide by the U.S. Environmental Protection Agency (“EPA”) and state environmental regulatory agencies. Additional regulatory requirements associated with the use and emission of ethylene oxide may be imposed in the future, either domestically or outside the U.S. Ethylene oxide is the most frequently used sterilant for medical devices and healthcare products in the U.S., and in certain cases is the only option to sterilize critical medical device products for the safe administration to patients. Any such increased regulation could require BD or sterilization service providers, including providers used by BD, to temporarily suspend operations to install additional emissions control technology, limit the use of ethylene oxide or take other actions, which would impact BD’s operations and further reduce the available capacity to sterilize medical devices and healthcare products, and could also result in additional costs. To this end, BD has proactively installed fugitive emissions controls at our facilities in East Columbus, NE and Sandy, UT. On April 5, 2024, the final National Emission Standards for Hazardous Air Pollutants (“NESHAP”): Ethylene Oxide Emissions Standards for Sterilization Facilities regulation issued by the EPA became effective. Companies generally have two years from the effective date to comply with the new requirements of the revised NESHAP. On July 17, 2025, the White House issued a Presidential Proclamation under the Clean Air Act exempting certain sterilization facilities for two years from compliance with the EPA’s revised NESHAP for ethylene oxide emissions from sterilization facilities to allow these facilities more time to obtain and install new control technology and implement other changes to ensure compliance with the revised NESHAP. While BD’s ethylene oxide sterilization facilities received this Presidential compliance exemption we continue to implement certain changes to our facilities in accordance with the revised NESHAP’s requirements, and such measures will require additional implementation and ongoing operational costs, including investments in certain new technologies.

In addition, on January 14, 2025, the EPA published a Notice of Availability for a Pesticide Registration Review; Interim Registration Review Decision for Ethylene Oxide (“ID”). The ID, which regulates the use of ethylene oxide as a sterilant and is intended to mitigate any human health and environmental risks associated with its use. We are assessing the impact of the ID on our sterilization facilities, on the third-party sterilization facilities that BD utilizes and on our operations more generally. Based on the Proposed interim Decision that EPA had published in 2023, we anticipate implementing certain changes at our facilities to comply with the ID’s requirements, and such measures will require additional implementation and ongoing operational costs, including investments in certain new technologies.

If any new or existing regulatory requirements or rulemaking result in the suspension, curtailment or interruption of sterilization operations at BD or at medical device sterilizers used by BD, or otherwise limit the availability of third-party sterilization capacity, this could interrupt or otherwise adversely impact production of certain of our products or lead to civil litigation or other claims against BD. BD has business continuity plans in place to mitigate the impact of any such disruptions, although these plans may not be able to fully offset such impact, for the reasons noted above.

For further discussion of risks relating to the regulations to which we are subject, see Part I, Item 1A, of our 2024 Annual Report.

Cautionary Statement Regarding Forward-Looking Statements

This report includes forward-looking statements within the meaning of the federal securities laws. BD and its representatives may also, from time to time, make certain forward-looking statements in publicly released materials, both written and oral, including statements contained in filings with the SEC, press releases, and our reports to shareholders. Forward-looking statements may be identified by the use of words such as “plan,” “expect,” “believe,” “intend,” “will,” “may,” “anticipate,” “estimate” and other words of similar meaning in conjunction with, among other things, discussions of future operations and financial performance (including volume growth, pricing, sales and earnings per share growth, and cash flows) and statements regarding our strategy for growth, liquidity, future product development, regulatory approvals, competitive position and expenditures. This report also includes forward-looking statements regarding the proposed combination of BD’s Biosciences

and Diagnostic Solutions business with Waters, including the anticipated benefits of the proposed transaction and the expected timing of completion of the proposed transaction. All statements that address our future operating performance or events or developments that we expect or anticipate will occur in the future are forward-looking statements.

Forward-looking statements are, and will be, based on management’s then-current views and assumptions regarding future events, developments and operating performance, and speak only as of their dates. Investors should realize that if underlying assumptions prove inaccurate, or risks or uncertainties materialize, actual results could vary materially from our expectations and projections. Investors are therefore cautioned not to place undue reliance on any forward-looking statements. Furthermore, we undertake no obligation to update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events and developments or otherwise, except as required by applicable law or regulations.

The following are some important factors that could cause our actual results to differ from our expectations in any forward-looking statements. For further discussion of certain of these factors, see Part II, Item 1A. Risk Factors of this Quarterly Report on Form 10-Q, Part II, Item 1A. Risk Factors in our Quarterly Reports on Form 10-Q for the periods ended December 31, 2024 and March 31, 2025, Item 1A. Risk Factors in our 2024 Annual Report, and our subsequent Quarterly Reports on Form 10-Q.

• General global, regional or national economic downturns and macroeconomic trends, including heightened inflation, capital market volatility, including volatility resulting from the imposition of and changing policies around tariffs, import or export licensing requirements, other governmental restrictions such as trade sanctions, and changes to international trade agreements, interest rate and currency rate fluctuations, and economic slowdown or recession, that may result in unfavorable conditions that could negatively affect demand for our products and services, impact the prices we can charge for our products and services, disrupt our transportation networks or other aspects of our supply chain, impair our ability to produce our products, or increase borrowing costs.

• The impact of inflation, tariffs, and disruptions in our global supply chain on BD and our suppliers (particularly sole-source suppliers and providers of sterilization services), including fluctuations in the cost and availability of oil-based resins and other raw materials, as well as certain components, used in the production or sterilization of our products, transportation constraints, disruptions and delays, product shortages, energy shortages or increased energy costs, labor shortages or disputes, and increased operating and labor costs.

• The risks associated with the proposed combination of our Biosciences and Diagnostic Solutions business with Waters, including factors that could delay, prevent or otherwise adversely affect the completion, timing or terms of the proposed transaction, or our ability to realize the expected benefits of the proposed transaction.

• Conditions in international markets, including social and political conditions, geopolitical developments such as the continuation and/or escalation of the evolving situations in Ukraine, the Middle East and Asia, civil unrest, political conflict, terrorist activity, governmental changes, restrictions on the ability to transfer capital across borders, economic sanctions, export controls, tariffs and other protectionist measures, barriers to market participation (such as local company and products preferences), difficulties in protecting and enforcing our intellectual property rights, and governmental expropriation of assets. Our international operations also increase our compliance risks, including risks under the Foreign Corrupt Practices Act and other anti-corruption and bribery laws, as well as regulatory and privacy laws.

• The impact of changes in U.S. federal or foreign laws and policies that could affect fiscal and tax policies, taxation (including tax reforms, such as the implementation of a global minimum tax, that could adversely impact multinational corporations), and international trade, including import and export licensing regulation and international trade agreements. In particular, tariffs, including tariffs imposed by the U.S. government and responsive countermeasures by non-U.S.governments, sanctions or other trade barriers imposed by the U.S. or countries in which we do business, could adversely impact demand for our products and services, our supply chain costs or otherwise adversely impact our results of operations and future growth. The ultimate impact of any existing or new tariffs is subject to a number of factors including the duration of such tariffs, changes in the amount, scope and nature of the tariffs in the future, any countermeasures that the target countries may take and the availability of any mitigating actions.

• Cost-containment efforts in the U.S. or in other countries in which we do business, such as alternative payment reform, government-imposed pay back provisions, increased use of competitive bidding and tenders, including, without limitation, any expansion of the volume-based procurement process in China or the implementation of similar cost-containment efforts.

• Product efficacy or safety concerns, changes to the labeled use of our products, non-compliance with applicable regulatory requirements regarding our products (such as non-compliance of our products with marketing authorization or registration requirements resulting from modifications to such products, or other factors, including, but not limited to, with respect to BD Alaris™ System and infusion sets, BD VacutainerTM and BD PyxisTM products) resulting in product

recalls, lost revenue or other actions being taken with respect to products in the field or the ability to continue selling new products to customers (including restrictions on future product clearances and civil penalties), product liability or other claims and damage to our reputation, including products we acquire through acquisitions. As a result of the CareFusion acquisition, our U.S. infusion pump business is operating under a Consent Decree with the FDA. The Consent Decree authorizes the FDA, in the event of any violations in the future, to order our U.S. infusion pump business to cease manufacturing and distributing products, recall products or take other actions, and order the payment of significant monetary damages if the business subject to the decree fails to comply with any provision of the Consent Decree. In accordance with our commitments to the FDA, the overall timing of replacement of the BD Alaris™ Infusion Systems and return to market in the U.S. may be impacted by, among other things, customer readiness, supply continuity and our continued engagement with the FDA.

• Policy and regulatory changes implemented by the U.S. federal government, including the elimination, downsizing and reduced funding of certain government agencies and programs as well as changes in the policy positions of such agencies, including the FDA, may affect the approach of agencies with which we typically engage and make regulatory approval processes and ongoing compliance with all applicable rules and regulations more challenging.

• Deficit reduction efforts, policy changes, or other actions that reduce or freeze the availability of government funding for healthcare and research, which could weaken demand for our products and result in additional pricing pressures, as well as create potential collection risks associated with such sales.

• Fluctuations and pauses in university or U.S. and international governmental funding and policies for research.

• Competitive factors that could adversely affect our operations, including new product introductions and technologies, including the use of artificial intelligence, by our current or future competitors, consolidation or strategic alliances among healthcare companies, distributors and/or payers of healthcare to improve their competitive position or develop new models for the delivery of healthcare, increased pricing pressure due to the impact of low-cost manufacturers, patents attained by competitors (particularly as patents on our products expire), new entrants into our markets and changes in the practice of medicine.

• Changes in the way healthcare services are delivered, including transition of more care from acute to non-acute settings and increased focus on chronic disease management, which may affect the demand for our products and services. Additionally, budget constraints and staffing shortages, particularly shortages of nursing staff, may affect the prioritization of healthcare services, which could also impact the demand for certain of our products and services.

• Our ability to achieve our projected level or mix of product sales, as our earnings forecasts are based on projected sales volumes and pricing of many product types, some of which are more profitable than others.

• Changes in coverage policies or reimbursement levels, or adverse decisions relating to our products and services by governments or third-party payers, which could reduce demand for our products or the price we can charge for such products.

• Changes in the domestic and foreign healthcare industry, in medical or clinical practices or in patient preferences that result in a reduction in procedures using our products or increased pricing pressures, including cost-reduction measures instituted by and the continued consolidation among healthcare providers.

• The effects of regulatory or other events (such as public health crises) that adversely impact our supply chain, including our ability to manufacture (including sterilize) our products (particularly where production of a product line or sterilization operations are concentrated in one or a few plants), source materials or components or services from suppliers (including sole-source suppliers) that are needed for such manufacturing (including sterilization), or provide products to our customers, including events that impact key distributors. In particular, there has been increased regulatory focus on the use and emission of ethylene oxide in sterilization processes, and additional regulatory requirements may be imposed in the future that could adversely impact BD or our third-party sterilization providers.

• IT system disruptions, breaches or breakdowns, including through cyberattacks, ransom attacks or cyber-intrusion, which could impair our ability or that of our customers, suppliers and other business partners to conduct business, result in the loss of BD trade secrets or otherwise compromise sensitive information of BD or its customers, suppliers and other business partners, or of patients, including sensitive personal data, or result in efficacy or safety concerns for certain of our products, and result in investigations, legal proceedings, liability, expense or reputational damage or actions by regulatory bodies or civil litigation.

• Difficulties inherent in product development, including the potential inability to successfully continue technological innovation, successfully complete clinical trials, obtain and maintain regulatory approvals, clearances and registrations in the U.S. and abroad, obtain intellectual property protection for our products, obtain coverage and adequate reimbursement for new products, or gain and maintain market approval of products, as well as the possibility of

infringement claims by competitors with respect to patents or other intellectual property rights, all of which could preclude or delay commercialization of a product. Delays in obtaining necessary approvals or clearances from the FDA or other regulatory agencies or changes in the regulatory process may also delay product launches and increase development costs.

• The impact of business combinations or divestitures, including any volatility in earnings relating to acquisition-related costs, and our ability to successfully integrate any business we may acquire.

• Risks relating to our overall level of indebtedness, including our ability to service our debt and refinance our indebtedness, which is dependent upon the capital markets and the overall macroeconomic environment and our financial condition at such time.

• Any impact that public health crises, such as pandemics and epidemics may have on our business, the global economy and the global healthcare system. This may include decreases in the demand for our products, disruptions to our operations or the operations of our suppliers and customers, disruptions to our supply chain, or increases in transportation costs.

• The risks associated with the qualification of the spin-off of our former Diabetes Care business as a tax-free transaction for U.S. federal income tax purposes.

• Our ability to penetrate or expand our operations in emerging markets, which depends on local economic and political conditions, and how well we are able to make necessary infrastructure enhancements to production facilities and distribution networks.

• Our ability to recruit and retain key employees and the impact of labor conditions which could increase employee turnover or increase our labor and operating costs and negatively affect our ability to efficiently operate our business.

• Fluctuations in the demand for products we sell to pharmaceutical companies that are used to manufacture, or are sold with, the products of such companies, as a result of funding constraints, consolidation or otherwise.

• The impact of climate change, or legal, regulatory or market measures to address climate change, such as regulation of greenhouse gas emissions, zero-carbon energy and sustainability mandates and related disclosure requirements, and additional taxes on fuel and energy, and changing customer and other stakeholder preferences and requirements, such as those regarding the use of materials of concern, increased demand for products with lower environmental footprints, and for companies to set and demonstrate progress against sustainability goals and greenhouse gas reduction targets.

• Natural disasters, including the impacts of hurricanes, tornadoes, windstorms, fires, earthquakes and floods and other extreme weather events, global health pandemics, war, terrorism, labor disruptions and international conflicts that could cause significant economic disruption and political and social instability, resulting in decreased demand for our products, adversely affect our manufacturing and distribution capabilities or cause interruptions in our supply chain.

• Pending and potential future litigation or other proceedings asserting, and/or investigations concerning and/or subpoenas and requests seeking information with respect to, alleged violations of law (including in connection with federal and/or state healthcare programs (such as Medicare or Medicaid), government contracts and/or sales and marketing practices (such as investigative subpoenas and the civil investigative demands received by BD)), potential anti-corruption and related internal control violations under the Foreign Corrupt Practices Act, antitrust claims, securities law claims, environmental and product liability matters (including pending claims relating to ethylene oxide, our hernia repair implant products, surgical continence and pelvic organ prolapse products for women, vena cava filter products and implantable ports, which involve, or could involve in the future, lawsuits seeking class action status or seeking to establish multi-district or other consolidated proceedings), data privacy breaches and patent infringement, and the availability or collectability of insurance relating to any such claims.

• New or changing laws and regulations affecting our domestic and foreign operations, or changes in enforcement practices, including, without limitation, laws relating to sales practices, healthcare, environmental protection and reporting, price controls, privacy, data protection, cybersecurity, artificial intelligence, employment, labor, and licensing and regulatory requirements for new products and products in the post-marketing phase. In particular, the U.S. and other countries may impose new requirements regarding registration, labeling or prohibited materials that may require us to re-register products already on the market or otherwise impact our ability to market our products. Environmental laws, particularly with respect to the emission of greenhouse gases, are also becoming more stringent throughout the world, which may increase our costs of operations or necessitate changes in our manufacturing plants or processes or those of our suppliers, or result in liability to BD.

• The effect of adverse media exposure or other publicity regarding BD’s business or operations, including the effect on BD’s reputation or demand for its products.

• The effect of market fluctuations on the value of assets in BD’s pension plans and on actuarial interest rate and asset return assumptions, which could require BD to make additional contributions to the plans or increase our pension plan expense.

• Our ability to obtain the anticipated benefits of restructuring programs, if any, that we may undertake.

The foregoing list sets forth many, but not all, of the factors that could impact our ability to achieve results described in any forward-looking statements. Investors should understand that it is not possible to predict or identify all such factors and should not consider this list to be a complete statement of all potential risks and uncertainties.