BECTON DICKINSON & CO [BDXB] Filings

10-Q 1 bdx-20230331.htm 10-Q bdx-20230331

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2023


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

For the transition period from to

Commission file number 001-4802

Becton, Dickinson and Company

(Exact name of registrant as specified in its charter)

New Jersey

22-0760120

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

1 Becton Drive,

Franklin Lakes,

New Jersey

07417-1880

(201)

847-6800

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code)

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

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common stock, par value $1.00

BDX

New York Stock Exchange

Depositary Shares, each representing a 1/20th interest in a share of 6.00% Mandatory Convertible Preferred Stock, Series B

BDXB

New York Stock Exchange

1.900% Notes due December 15, 2026

BDX26

New York Stock Exchange

1.401% Notes due May 24, 2023

BDX23A

New York Stock Exchange

3.020% Notes due May 24, 2025

BDX25

New York Stock Exchange

0.632% Notes due June 4, 2023

BDX/23A

New York Stock Exchange

1.208% Notes due June 4, 2026

BDX/26A

New York Stock Exchange

1.213% Notes due February 12, 2036

BDX/36

New York Stock Exchange

0.000% Notes due August 13, 2023

BDX23B

New York Stock Exchange

0.034% Notes due August 13, 2025

BDX25A

New York Stock Exchange

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

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

There were 284,014,905 shares of Common Stock, $1.00 par value, outstanding at March 31, 2023.

BECTON, DICKINSON AND COMPANY

FORM 10-Q

For the quarterly period ended March 31, 2023

TABLE OF CONTENTS


		Page Number
Part I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Income	3
	Condensed Consolidated Statements of Comprehensive Income	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38

Part II.	OTHER INFORMATION

Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibits	41

Signatures		42

ITEM 1. FINANCIAL STATEMENTS

BECTON, DICKINSON AND COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Millions of dollars, except per share data

(Unaudited)


	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Revenues	$	4,821	$	4,750	$	9,407	$	9,468
Cost of products sold	2,586		2,637		5,038		5,135
Selling and administrative expense	1,205		1,192		2,392		2,378
Research and development expense	337		327		651		641
Acquisition-related integration and restructuring expense	62		28		106		62
Other operating expense (income), net	4		—		7		(4)
Total Operating Costs and Expenses	4,193		4,185		8,193		8,212
Operating Income	628		564		1,213		1,256
Interest expense	(118)		(97)		(220)		(195)
Interest income	10		2		16		4
Other income (expense), net	8		(27)		1		(24)
Income from Continuing Operations Before Income Taxes	529		442		1,009		1,041
Income tax provision	68		52		40		84
Net Income from Continuing Operations	460		390		969		958
Income from Discontinued Operations, Net of Tax	—		64		—		173
Net Income	460		454		969		1,131
Preferred stock dividends	(23)		(23)		(45)		(45)
Net income applicable to common shareholders	$	438	$	431	$	924	$	1,086

Basic Earnings per Share
Income from Continuing Operations	$	1.54	$	1.29	$	3.25	$	3.20
Income from Discontinued Operations	—		0.22		—		0.61
Basic Earnings per Share	$	1.54	$	1.51	$	3.25	$	3.81

Diluted Earnings per Share
Income from Continuing Operations	$	1.53	$	1.28	$	3.24	$	3.18
Income from Discontinued Operations	—		0.22		—		0.60
Diluted Earnings per Share	$	1.53	$	1.50	$	3.24	$	3.78

Dividends per Common Share	$	0.91	$	0.87	$	1.82	$	1.74

Amounts may not add due to rounding.

See notes to condensed consolidated financial statements

BECTON, DICKINSON AND COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Millions of dollars

(Unaudited)


	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Net Income	$	460	$	454	$	969	$	1,131
Other Comprehensive (Loss) Income, Net of Tax
Foreign currency translation adjustments	(21)		78		(101)		119
Defined benefit pension and postretirement plans	11		11		22		21
Cash flow hedges	(6)		44		(9)		37
Other Comprehensive (Loss) Income, Net of Tax	(16)		133		(87)		178
Comprehensive Income	$	445	$	586	$	882	$	1,309

Amounts may not add due to rounding.

See notes to condensed consolidated financial statements

BECTON, DICKINSON AND COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

Millions of dollars, except per share amounts and numbers of shares


	March 31, 2023		September 30, 2022
Assets	(Unaudited)
Current Assets:
Cash and equivalents	$	1,981	$	1,006
Restricted cash	87		153
Short-term investments	6		8
Trade receivables, net	2,413		2,191
Inventories:
Materials	788		707
Work in process	428		397
Finished products	2,441		2,120
	3,656		3,224

Prepaid expenses and other	1,444		1,559

Total Current Assets	9,587		8,141
Property, Plant and Equipment	13,204		12,415
Less allowances for depreciation and amortization	6,848		6,402
Property, Plant and Equipment, Net	6,356		6,012
Goodwill	24,780		24,621
Developed Technology, Net	8,610		9,108
Customer Relationships, Net	2,512		2,683
Other Intangibles, Net	555		519

Other Assets	1,994		1,848

Total Assets	$	54,394	$	52,934
Liabilities and Shareholders’ Equity
Current Liabilities:
Current debt obligations	$	2,214	$	2,179
Payables, accrued expenses and other current liabilities	5,090		5,632


Total Current Liabilities	7,304		7,811
Long-Term Debt	16,010		13,886
Long-Term Employee Benefit Obligations	920		902
Deferred Income Taxes and Other Liabilities	4,471		5,052

Commitments and Contingencies (See Note 5)
Shareholders’ Equity
Preferred stock	2		2
Common stock — $1 par value; authorized — 640,000,000 shares; issued — 364,639,901 shares in March 31, 2023 and September 30, 2022	365		365
Capital in excess of par value	19,639		19,553
Retained earnings	15,563		15,157
Deferred compensation	24		23
Treasury stock	(8,327)		(8,330)
Accumulated other comprehensive loss	(1,575)		(1,488)
Total Shareholders’ Equity	25,689		25,282
Total Liabilities and Shareholders’ Equity	$	54,394	$	52,934

Amounts may not add due to rounding.

See notes to condensed consolidated financial statements

BECTON, DICKINSON AND COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Millions of dollars

(Unaudited)


	Six Months Ended March 31,
	2023		2022
Operating Activities
Net income	$	969	$	1,131
Less: Income from discontinued operations, net of tax	—		173
Income from continuing operations, net of tax	969		958
Adjustments to net income from continuing operations to derive net cash provided by continuing operating activities:
Depreciation and amortization	1,130		1,094
Share-based compensation	145		134
Deferred income taxes	(325)		(53)
Change in operating assets and liabilities	(1,274)		(1,076)
Pension obligation	44		(136)



Other, net	(105)		(101)
Net Cash Provided by Continuing Operating Activities	584		820
Investing Activities
Capital expenditures	(389)		(405)


Acquisitions, net of cash acquired	—		(450)

Other, net	(134)		(124)
Net Cash Used for Continuing Investing Activities	(524)		(979)
Financing Activities
Change in short-term debt	365		—
Proceeds from long-term debt	1,662		—
Distribution from Embecta Corp. (see Note 2)	—		1,266


Payments of debt	(529)		(2)


Dividends paid	(563)		(541)
Other, net	(101)		(63)
Net Cash Provided by Continuing Financing Activities	835		659
Discontinued Operations
Net cash provided by operating activities	—		298
Net cash used for investing activities	—		(11)
Net cash provided by financing activities	—		145
Net Cash Provided by Discontinued Operations	—		432
Effect of exchange rate changes on cash and equivalents and restricted cash	14		(4)
Net increase in cash and equivalents and restricted cash	909		928
Opening Cash and Equivalents and Restricted Cash	1,159		2,392
Closing Cash and Equivalents and Restricted Cash	$	2,068	$	3,320

Amounts may not add due to rounding.

See notes to condensed consolidated financial statements

BECTON, DICKINSON AND COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

Note 1 – Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, in the opinion of the management of Becton, Dickinson and Company (the "Company" or "BD"), include all adjustments which are of a normal recurring nature, necessary for a fair presentation of the financial position and the results of operations and cash flows for the periods presented. However, the financial statements do not include all information and accompanying notes required for a presentation in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s 2022 Annual Report on Form 10-K.

On April 1, 2022, the Company completed the spin-off of its Diabetes Care business as a separate publicly traded company. The historical results of the Diabetes Care business (previously included in BD’s Medical segment) that was contributed to Embecta Corp (“Embecta”) in the spin-off, as well as interest expense related to indebtedness incurred by Embecta prior to the spin-off date, have been reflected as discontinued operations in the Company’s condensed consolidated financial statements for the three and six months ended March 31, 2022. Additional disclosures regarding the spin-off are provided in Note 2.

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 results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year.

Note 2 – Spin-Off of Embecta Corp.

On April 1, 2022, the Company completed the spin-off of its Diabetes Care business as a separate publicly traded company named Embecta through a distribution of Embecta’s publicly traded common stock (listed on NASDAQ under the ticker symbol “EMBC”) to BD’s shareholders of record as of the close of business on March 22, 2022 (the “record date”). The Company distributed one share of Embecta common stock for every five common shares of BD outstanding as of the record date and shareholders received cash in lieu of fractional shares of Embecta common stock. BD retained no ownership interest in Embecta subsequent to the spin-off. The distribution is expected to qualify and has been treated as tax-free to the Company and its shareholders for U.S. federal income tax purposes. On March 31, 2022, Embecta used a portion of the proceeds from its financing transactions to make a cash distribution of approximately $1.266 billion to the Company.

The Company and Embecta entered into various agreements to effect the spin-off and provide a framework for the relationship between the Company and Embecta after the spin-off. Such agreements include the separation and distribution agreement, as well as the following ongoing agreements: a cannula supply agreement, an intellectual property matters agreement, a transition services agreement, manufacturing and supply agreements, a lease agreement, a distribution agreement to support commercial operations, a logistics services agreement and other agreements including an employee matters agreement and a tax matters agreement. Under these agreements, the Company will continue to provide certain products and services to Embecta following the spin-off. The agreements do not provide the Company with the ability to influence the operating or financial policies of Embecta subsequent to the spin-off date. Amounts included in the Company’s condensed consolidated statements of income during the three and six months ended March 31, 2023 as a result of these agreements were immaterial.

Details of Income from Discontinued Operations, Net of Tax are as follows:


	Three Months Ended March 31,			Six Months Ended March 31,
Millions of dollars		2022		2022
Revenues		$	261	$	538
Cost of products sold		69		143
Selling and administrative expense		40		78
Research and development expense		16		32

Other operating expense, net		49		74
Total Operating Costs and Expenses		174		327
Operating Income		88		211
Interest expense		(4)		(4)


Income from Discontinued Operations Before Income Taxes		83		207
Income tax provision		19		33
Income from Discontinued Operations, Net of Tax		$	64	$	173

During the three and six months ended March 31, 2022, the Company incurred $53 million and $78 million, respectively, of separation costs, including those for consulting, legal, tax and other advisory services associated with the spin-off, which were previously recorded within Other operating expense (income), net and Interest expense. These amounts were recast as components of Income from Discontinued Operations, Net of Tax as detailed above. The amounts of Revenues and Cost of products sold from discontinued operations detailed above include previously eliminated intercompany transactions that occurred between BD and Embecta, which resulted in a third-party sale in the same period.

Note 3 – Shareholders' Equity

Changes in certain components of shareholders' equity for the first two quarters of fiscal years 2023 and 2022 were as follows:


	Common Stock Issued at Par Value		Capital in Excess of Par Value		Retained Earnings		Deferred Compensation		Treasury 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	—		—		509		—		—	—
Common dividends ($0.91 per share)	—		—		(259)		—		—	—
Preferred dividends	—		—		(23)		—		—	—
Issuance of shares under employee and other plans, net	—		(52)		—		—		556	(3)
Share-based compensation	—		89		—		—		—	—
Common stock held in trusts, net (a)	—		—		—		—		(11)	—


Balance at December 31, 2022	$	365	$	19,590	$	15,384	$	24	(80,738)	$	(8,333)
Net income	—		—		460		—		—	—
Common dividends ($0.91 per share)	—		—		(259)		—		—	—
Preferred dividends	—		—		(23)		—		—	—
Issuance of shares under employee and other plans, net	—		(7)		—		—		21	5
Share-based compensation	—		56		—		—		—	—
Common stock held in trusts, net (a)	—		—		—		—		92	—
Balance at March 31, 2023	$	365	$	19,639	$	15,563	$	24	(80,625)	$	(8,327)


	Common Stock Issued at Par Value		Capital in Excess of Par Value		Retained Earnings		Deferred Compensation		Treasury Stock
(Millions of dollars)									Shares (in thousands)	Amount
Balance at September 30, 2021	$	365	$	19,272	$	13,826	$	23	(80,164)	$	(7,723)
Net income	—		—		677		—		—	—
Common dividends ($0.87 per share)	—		—		(248)		—		—	—
Preferred dividends	—		—		(23)		—		—	—
Issuance of shares under employee and other plans, net	—		(71)		—		—		762	19
Share-based compensation	—		83		—		—			—
Common stock held in trusts, net (a)	—		—		—		—		(5)	—

Repurchase of common stock (b)	—		150		—		—		(462)	(150)
Balance at December 31, 2021	$	365	$	19,435	$	14,233	$	24	(79,869)	$	(7,855)
Net income	—		—		454		—		—	—
Common dividends ($0.87 per share)	—		—		(248)		—		—	—
Preferred dividends	—		—		(23)		—		—	—
Issuance of shares under employee and other plans, net	—		(21)		—		1		284	14
Share-based compensation	—		56		—		—		—	—
Common stock held in trusts, net (a)	—		24		—		—		9	(24)

Balance at March 31, 2022	$	365	$	19,495	$	14,416	$	24	(79,575)	$	(7,866)

(a)Common stock held in trusts 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. During the second quarter of fiscal year 2022, the common stock held in trusts was temporarily replaced with the Company’s Series C preferred shares to adhere to trust requirements until the Company’s spin-off of its Diabetes Care business was completed on April 1, 2022.

(b)Represents shares received upon final settlement of an accelerated share repurchase agreement, and the related forward sale contract, entered into during the fourth quarter of fiscal year 2021. The share repurchases were made pursuant to the repurchase program authorized by the Board of Directors on September 24, 2013 for 10 million shares, which has been fully utilized. In November 2021, the Board of Directors authorized the Company to repurchase up to an additional 10 million shares of BD common stock, for which there is also no expiration date.

The components and changes of Accumulated other comprehensive income (loss) for the first two quarters of fiscal years 2023 and 2022 were as follows:


(Millions of dollars)	Total		Foreign Currency Translation		Benefit Plans		Cash Flow Hedges
Balance at September 30, 2022	$	(1,488)	$	(987)	$	(574)	$	75
Other comprehensive loss before reclassifications, net of taxes	(84)		(80)		—		(4)
Amounts reclassified into income, net of taxes	12		—		11		1
Balance at December 31, 2022	$	(1,559)	$	(1,067)	$	(563)	$	73
Other comprehensive loss before reclassifications, net of taxes	(29)		(21)		—		(8)
Amounts reclassified into income, net of taxes	13		—		11		2
Balance at March 31, 2023	$	(1,575)	$	(1,088)	$	(552)	$	67


(Millions of dollars)	Total		Foreign Currency Translation		Benefit Plans		Cash Flow Hedges
Balance at September 30, 2021	$	(2,088)	$	(1,292)	$	(784)	$	(10)
Other comprehensive income (loss) before reclassifications, net of taxes	34		41		—		(7)
Amounts reclassified into income, net of taxes	11		—		11		—
Balance at December 31, 2021	$	(2,043)	$	(1,251)	$	(774)	$	(17)
Other comprehensive income before reclassifications, net of taxes	122		78		—		44
Amounts reclassified into income, net of taxes	11		—		11		—
Balance at March 31, 2022	$	(1,910)	$	(1,173)	$	(763)	$	28

The amounts of foreign currency translation recognized in other comprehensive income during the three and six months ended March 31, 2023 and 2022 included net (losses) gains relating to net investment hedges. The amounts recognized in other comprehensive income relating to cash flow hedges during the three and six months ended March 31, 2023 and 2022 are primarily related to forward starting interest rate swaps. Additional disclosures regarding amounts the Company recognized in other comprehensive income relating to cash flow hedges during the three and six months ended March 31, 2023 and 2022 are provided in Note 11.

The tax impacts for amounts recognized in other comprehensive income (loss) before reclassifications and for reclassifications out of Accumulated other comprehensive income (loss) relating to benefit plans and cash flow hedges during the three and six months ended March 31, 2023 and 2022 were immaterial to the Company's consolidated financial results.

Note 4 – Earnings per Share

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


	Three Months Ended March 31,		Six Months Ended March 31,
	2023	2022	2023	2022
Average common shares outstanding	284,292	285,243	284,087	284,961
Dilutive share equivalents from share-based plans	1,353	2,003	1,273	2,215
Dilutive share equivalents from Series C preferred shares (a)	—	53	—	26
Average common and common equivalent shares outstanding – assuming dilution	285,645	287,299	285,360	287,202

Share equivalents excluded from the diluted shares outstanding calculation:
Mandatory convertible preferred stock (b)	6,060	5,639	6,060	5,639
Share-based plans (c)	617	—	617	676

(a)Represents dilutive share equivalents from Series C preferred shares that temporarily replaced shares of common stock held in trusts to adhere to trust requirements until the Company’s spin-off of its Diabetes Care business on April 1, 2022 was completed.

(b)Excluded from the diluted shares outstanding calculation because the result would have been antidilutive.

(c)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.

Note 5 – 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 estimate the amount or range of loss that could result from an unfavorable outcome of litigation in which the Company is a party. In accordance with U.S. GAAP, the Company establishes accruals to the extent probable future losses are estimable (and in the case of environmental matters, without considering possible third-party recoveries). With respect to putative class action lawsuits in the United States and certain of the Canadian lawsuits described below, the Company is unable to 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 the civil investigative demands (“CIDs”) served by the Department of Justice which are discussed below, the Company is unable to estimate a range of reasonably possible losses 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 March 31, 2023, the Company is defending approximately 33,285 product liability claims involving the Company’s line of hernia repair devices (collectively, the “Hernia Product Claims”). The majority of those claims are currently pending in a coordinated proceeding in Rhode Island State Court (“RI”) 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, those 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. From time to time, the Company engages in resolution discussions with plaintiffs’ law firms regarding certain of the Hernia Product Claims, but the Company also intends to vigorously defend Hernia Product Claims that do not settle, including through litigation. The outcome in any one trial is not representative of potential outcomes of all cases or claims related to the Company’s product liability matters.

•The first bellwether trial in the hernia MDL resulted in a complete defense verdict in favor of the Company in September 2021.

•The second hernia MDL bellwether resulted in a $255 thousand verdict in April 2022.

•The first bellwether trial in RI resulted in a $4.8 million verdict in August 2022, which the Company plans to appeal.

Trials are currently scheduled in state and/or federal courts, including additional bellwether trials in the MDL in October 2023

and January 2024. The Company also expects additional trials of Hernia Product Claims to take place over the next 12 months in RI, including trials in September 2023 and October 2023.

The Company also continues to be a defendant in certain other mass tort litigation. As of March 31, 2023, the Company is defending product liability claims involving the Company’s line of pelvic mesh products, the majority of which are pending in various federal court jurisdictions and in a coordinated proceeding in New Jersey Superior Court. Also, as of March 31, 2023, the Company is defending product liability claims involving the Company’s line of inferior vena cava (“IVC”) filter products. The majority of those claims are pending in various federal court jurisdictions after having been remanded from the MDL in the United States District Court for the District of Arizona.

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 Legal Matters

On February 27, 2020, a putative class action captioned Kabak v. Becton, Dickinson and Company, et al., Civ. No. 2:20-cv-02155 (SRC) (CLW), now captioned Industriens Pensionsforsikring v. Becton, Dickinson and Company, et al., was filed in the U.S. District Court for the District of New Jersey against the Company and certain of its officers. The complaint, which purports to be brought on behalf of all persons (other than defendants) who purchased or otherwise acquired the Company's common stock from November 5, 2019 through February 5, 2020, asserts claims for purported violations of Sections 10 and 20 of the Securities Exchange Act of 1934 (“Exchange Act”) and Securities and Exchange Commission (“SEC”) Rule 10b-5 promulgated thereunder, and seeks, among other things, damages and costs. The complaint alleges that defendants concealed certain material information regarding AlarisTM infusion pumps, allegedly rendering certain public statements about the Company’s business, operations and prospects false or misleading, thereby allegedly causing investors to purchase stock at an inflated price. After an initial without prejudice dismissal, the plaintiff filed amended pleadings, which the Company in turn moved to dismiss. Ultimately, the court permitted certain aspects of the case to proceed. An answer with affirmative defenses was thereafter filed on October 3, 2022. Discovery has commenced and plaintiff’s motion for class certification was filed on January 17, 2023. The Company believes that it has strong defenses to the allegations that were not dismissed and it intends to defend itself vigorously.

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 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 derivative action was filed on January 24, 2021, and the two actions were consolidated. 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 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. The Company believes that is has strong defenses to these claims and intends to defend itself vigorously.

In May 2017, the Company was sued by a competitor in the Northern District of New York, alleging antitrust violations related to certain aspects of the Company’s medical delivery solutions business in a case captioned AngioDynamics, Inc. v. C. R. Bard, Inc. et al., Civ. No. 1:17-CV-0598. Trial began on September 19, 2022, resulting in a complete defense verdict for the Company on October 6, 2022, from which AngioDynamics filed a notice of appeal. AngioDynamics withdrew its appeal and on February 17, 2023, the Second Circuit Court of Appeals entered an order dismissing the appeal, which preserved the trial victory and closed the case.

In February 2021, the Company received a subpoena from the Enforcement Division of the SEC requesting information from the Company relating to, among other things, AlarisTM infusion pumps. The Company is cooperating with the SEC and responding to these requests. The Company cannot anticipate the timing, scope, outcome or possible impact of the investigation, financial or otherwise.

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 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 recently expanded the investigation to include several additional contracts. The government has made several requests for documents and interviews or depositions of Company personnel. The Company is cooperating with the government and responding to these requests.

In September 2021, the Company received a CID related to an inquiry initiated by the Northern District of Georgia in 2018. The requests concern sales and marketing practices with respect to certain aspects of the Company’s urology business. The government has made requests for documents and has interviewed employees. The inquiry is ongoing and the Company is cooperating with the government and responding to its requests. The Company and the government have agreed to mediation in an effort to resolve this dispute.

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 made requests for documents and the Company is cooperating with the government and responding to its requests.

In September 2021, the Company was served with a complaint from the New Mexico Attorney General, alleging violations of the state’s consumer protection laws in connection with the sales and marketing of its IVC filters. The Company’s motion to dismiss certain of the claims was granted on May 10, 2022 and discovery is proceeding as to the remaining claims. The Company intends to vigorously defend itself in the litigation. As the case is in its early stages, the Company cannot anticipate the timing, scope, outcome or possible impact at present.

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. The cases allege a variety of injuries, including but not limited to multiple types of cancer, allegedly attributable to exposure to EtO. The Company does not believe these cases are appropriate for class action treatment and they have not been filed as such. The Company currently has approximately 220 of such suits involving approximately 320 plaintiffs; approximately 45 of the cases also allege injury caused by exposure to a chemical of another defendant entirely unrelated to the Company. Three trial dates have been set in 2024. The Company has meritorious defenses and intends to defend itself vigorously and believes that future claims would generally face statute of limitations hurdles.

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 to these suits pending against the Company and is engaged in a vigorous defense of each of these matters.

The Company cannot predict the outcome of these 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. Accordingly, the Company has made no provisions for these other legal 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 U.S. The affected sites are in varying stages of development. In some instances, the remedy 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 legal matters, and may, from time-to-time, engage in settlement and mediation discussions taking into consideration developments in the matters and the risks and uncertainties surrounding litigation. These discussions could result in settlements of one or more of these claims at any time.

The Company considers the following information when estimating its product liability accruals, including, but not limited to: the nature, quantity, and quality of unfiled and filed claims; the continued rate of claims being filed in certain product liability matters; the status of certain settlement discussions with plaintiffs’ counsel; the allegations and documentation supporting or refuting such allegations; publicly available information regarding similar medical device mass tort settlements; historical

information regarding other product liability settlements involving the Company; and the stage of litigation. Because the information that is currently available regarding product liability matters is often limited, there is inherent uncertainty and volatility relating to the Company’s estimate of product liability. As additional information becomes available, the Company records adjustments to its product liability accruals as required.

Accruals for the Company's product liability claims which are discussed above, as well as the related legal defense costs, amounted to approximately $1.9 billion and $2.1 billion on March 31, 2023 and September 30, 2022, respectively. These accruals, which are generally long-term in nature, are largely recorded within Deferred Income Taxes and Other Liabilities on the Company's condensed consolidated balance sheets.

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 6 – Revenues

The Company’s policies for recognizing sales have not changed from those described in the Company’s 2022 Annual Report on Form 10-K. 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.

Measurement of Revenues

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. 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. The Company’s rebate liability at March 31, 2023 and September 30, 2022 was $541 million and $525 million, respectively. The impact of other forms of variable consideration, including sales discounts and sales returns, is not material to the Company's revenues.

Effects of Revenue Arrangements on Consolidated Balance Sheets

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 condensed consolidated balance sheets. 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 condensed consolidated balance sheets.

Contract liabilities for unearned revenue that is allocable to performance obligations, such as extended warranty and software maintenance contracts, which are performed over time are immaterial to the Company's consolidated financial results. The Company's liability for product warranties provided under its agreements with customers is not material to its condensed consolidated balance sheets.

Remaining Performance Obligations

The Company's obligations relative to service contracts 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 $2.5 billion at March 31, 2023. 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, Integrated 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 $2.2 billion at March 31, 2023. 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 7.

Note 7 – 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. Segment disclosures are on a performance basis consistent with internal management reporting. The Company evaluates performance of its business segments and allocates resources to them primarily based upon segment operating income, which represents revenues reduced by product costs and operating expenses.

Prior to its spin-off on April 1, 2022, the Company reported the Diabetes Care business as an organizational unit within the Medical segment. As such, historical financial information of the Medical segment has been recast in the tables below to reflect the total segment revenues and revenues from continuing operations. Revenues and operating income from the Diabetes Care business prior to its spin-off are included in Income from Discontinued Operations, Net of Tax. See Note 2 for further information.

Revenues by segment, organizational unit and geographical areas for the three and six-month periods are detailed below. The Company has no material intersegment revenues.


	Three Months Ended March 31,
(Millions of dollars)	2023						2022
	United States		International		Total		United States		International		Total
Medical
Medication Delivery Solutions (a)	$	616	$	454	$	1,070	$	590	$	460	$	1,049
Medication Management Solutions	550		173		723		461		143		604
Pharmaceutical Systems (a)	173		394		567		125		375		501
Total segment revenues	$	1,339	$	1,022	$	2,360	$	1,176	$	978	$	2,154

Life Sciences
Integrated Diagnostic Solutions	$	422	$	466	$	888	$	618	$	532	$	1,150
Biosciences	159		228		386		129		206		335
Total segment revenues	$	581	$	694	$	1,275	$	747	$	738	$	1,485

Interventional
Surgery	$	295	$	86	$	381	$	268	$	72	$	340
Peripheral Intervention	256		213		468		240		210		450
Urology and Critical Care	263		74		336		239		82		320
Total segment revenues	$	813	$	373	$	1,186	$

BECTON DICKINSON & CO [BDXB] Filings
BECTON DICKINSON & CO [BDX] Filings
10-Q	[2023-05-04]
10-Q	[2023-02-02]
10-K	[2022-11-22]
10-Q	[2022-08-04]
10-Q	[2022-05-05]
10-Q	[2022-02-03]
10-K	[2021-11-24]
10-Q	[2021-08-05]
10-Q	[2021-05-06]
10-Q	[2021-02-04]
10-K	[2020-11-25]
10-Q	[2020-08-06]
10-Q	[2020-05-07]
10-Q	[2020-02-06]
10-K	[2019-11-27]
10-Q	[2019-08-06]
10-Q	[2019-05-09]
10-Q	[2019-02-05]
10-K	[2018-11-21]
10-Q	[2018-08-02]
10-Q	[2018-05-03]
10-Q	[2018-02-06]
10-K	[2017-11-22]
10-Q	[2017-08-03]
10-Q	[2017-05-02]
10-Q	[2017-02-02]
10-K	[2016-11-23]
10-Q	[2016-08-04]
10-Q	[2016-05-06]
10-Q	[2016-02-05]
10-K	[2015-11-25]
10-Q	[2015-08-06]
10-Q	[2015-05-08]
10-Q	[2015-02-06]
10-K	[2014-11-26]
10-Q	[2014-08-04]
10-Q	[2014-05-05]
10-Q	[2014-02-10]

BECTON DICKINSON & CO [BDXB] Filings

BECTON DICKINSON & CO [BDX] Filings