10-K 0000010795-25-000099 (2025-11-25) vs 10-K 0000010795-24-000084 (2024-11-27)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 10,536 |
31.7% |
| MD&A | Item 7 | 11,876 |
27.5% |
| Legal Proceedings | Item 3, via Note 6 – Commitments and Contingencies | 3,341 |
33.0% |
| Accounting Policies | Item 8, Note 1 – Summary of Significant Accounting Policies | 1,915 |
14.7% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 305 words changed in this paragraph; it is 44% similar to last year's version.
Cyberattacks continue to increase in frequency, sophistication and intensity, and are increasingly difficult to detect in real-time and may go undetected for long periods of time, especially as they relate to attacks on third-party vendors. vendors and those utilizing emerging technologies (such as AI). Such attacks are often carried out by motivated and highly skilled actors, who are increasingly well-resourced. Our IT systems and infrastructure, as well as those of various third parties on which we rely, have experienced, and are likely to continue to experience, a variety of cyberattacks, including, but not limited to, unauthorized access, malicious code execution and/or phishing attacks, which has could be further exacerbated by rapid technology evolution, including increased adoption of AI and geopolitical events. For example, AI is increasingly being used by malicious actors to create more targeted cyberattacks and spread misinformation. These cyberattacks have resulted, and could in the future result, in our and our customers’ personal, confidential or proprietary information being accessed, destroyed, lost, stolen or otherwise compromised and could lead to increased costs for cybersecurity measures measures, insurance or remediation. For example, through remediation and adversely affect our cybersecurity monitoring tools and processes, we recently identified incidents of unauthorized activity on a portion of our IT systems, in which certain information relating to BD’s IT infrastructure and service credentials for certain BD Diagnostics Solutions, BD PyxisTM, and Parata products utilized by laboratories, hospitals and pharmacies (the “Product Service Credentials”) were accessed and/or exfiltrated. After becoming aware of the incidents, BD terminated the unauthorized access, applied additional security measures, and is working with customers to update these Product Service Credentials. While an unauthorized party would have to penetrate a customer’s local network and, in some cases, may also need to be physically present at the instrument in order to use these Product Service Credentials, until these credentials are updated, there is a risk of unauthorized access that may impact the confidentiality, integrity and/or availability of the relevant products and associated systems or data. To date, we have not been made aware of any unauthorized use of these Product Service Credentials. As of the date of this filing, the incidents have not had, and we do not expect them to have, a material impact on BD’s overall business operations, reputation, financial condition or condition, results of operations. operations or competitive position in the market and result in other significant negative consequences, including lost revenue, damages or fines, manufacturing challenges or disruption, diversion of management attention, litigation, regulatory action and damage to our relationships with vendors, business partners and customers.
Source: Item 1A, 10-K 0000010795-25-000099 vs Item 1A, 10-K 0000010795-24-000084
Legal Proceedings 243 words changed in this paragraph; it is 31% similar to last year's version.
Beginning in February 2021, In December 2024, the Company received subpoenas from reached an agreement to resolve a matter with the Enforcement Division of the SEC requesting information from the Company relating to, among other things, certain reporting issues involving BD AlarisTM infusion pumps included in SEC disclosures prior to 2021. The Company is cooperating with Per the terms of the settlement, BD paid the SEC and is engaged in discussions with the SEC with respect to a potential resolution of this matter. Although the Company cannot predict the outcome of the discussions with the SEC, the Company expects that any resolution will likely require the Company to pay monetary penalties and/or undertake other remedial actions, any of which could potentially be material. As a result, although no agreement has been reached, the Company recorded charges of $50 million and $125 $175 million in the third and fourth quarters first quarter of 2024, respectively, to Other operating expense (income), net to accrue an estimated $175 million liability fiscal year 2025, which was previously accrued as of September 30, 2024 based on these discussions. However, 2024. Also, as part of its settlement, the Company cannot anticipate has engaged and is working with an independent compliance consultant to review practices and procedures relating to the timing, scope, outcome or ultimate impact evaluation of the investigation, financial or otherwise, product recalls and remediation under U.S. GAAP and its disclosure controls and procedures, including but not limited to what actions the SEC might pursue against the Company and/or individuals. As a result, the ultimate resolution controls and procedures relating to collection and assessment of this matter is unknown at this time, information concerning potential risks, contingencies, operating events, trends, and it is possible that the amount of the Company’s liability could significantly exceed its currently accrued amount. uncertainties.
Source: Item 3, via Note 6 – Commitments and Contingencies, 10-K 0000010795-25-000099 vs Item 3, via Note 6 – Commitments and Contingencies, 10-K 0000010795-24-000084
MD&A 189 words changed in this paragraph; it is 57% similar to last year's version.
Each reporting period, period and given our worldwide operations, we face currency exposure that arises from translating the to our results of operations from changes in foreign currencies. We calculate translational foreign currency impacts by converting our worldwide operations to current-period local currency financial results using the U.S. dollar at prior-period foreign currency exchange rates that fluctuate from the beginning of such period. 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 fiscal year 2024 2025 impact of foreign currency translation on our revenues revenues, which is primarily translational, is provided above and the 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, which excludes the impact of fluctuations in foreign currency exchange rates. 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 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. Foreign currency-neutral ("FXN") information compares results between periods as if exchange rates had remained constant period-over-period. We use results on a foreign currency-neutral basis as one measure to evaluate our performance. We calculate foreign currency-neutral percentages 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. 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.
Source: Item 7, 10-K 0000010795-25-000099 vs Item 7, 10-K 0000010795-24-000084
Accounting Policies 67 words changed in this paragraph; it is 57% similar to last year's version.
The Company’s unamortized intangible assets include goodwill that arises from acquisitions of businesses. The Company reviews goodwill for impairment using quantitative models. Goodwill is reviewed at least annually for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a component. The Company’s reporting units represent one level below reporting segments. The Company reviews goodwill for each reporting unit by comparing the fair value of the reporting unit, estimated using an income approach, with its carrying value. The annual impairment review performed on July 1, 2024 indicated that all identified reporting units’ fair values exceeded their respective carrying values.
Source: Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0000010795-25-000099 vs Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0000010795-24-000084
Every change, by type
Sentences and paragraphs of BDX's Risk Factors and MD&A, 10-K 2025-11-25 against 10-K 2024-11-27.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
Specifically, recently enacted or any future tariffs imposed by the U.S. government (and countermeasures by non-U.S. governments) may result in adverse impacts to the global economic environment and the stability of global financial markets, which could alter global trade. The tariffs, sanctions or other trade barriers imposed by the U.S. (and countermeasures by non-U.S. governments) could adversely impact our supply chain costs or availability of certain components, demand for our products and our business, financial condition, results of operations and cash flows. Unpredictability of trade policy compounds this risk. Based upon the latest published tariffs that are currently in effect, we expect tariffs to adversely impact our operating expense for fiscal year 2026 and potentially beyond, primarily relating to any products (or components) imported from countries across our global supply chain, for which there are limited mitigation opportunities.
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AddedRisk Factors
Further, the U.S. Department of Commerce recently initiated an investigation under Section 232 of the Trade Expansion Act of 1962, as amended, into (among other things) imports of personal protective equipment, medical consumables and medical equipment (including devices), to determine whether they threaten U.S. national security, which further creates policy uncertainty in terms of tariffs. The ultimate impact of any existing or new tariffs or other changes in international trade policies on our business, financial condition, results of operations and cash flows is subject to a number of factors, including, but not limited to, the duration of such tariffs, changes in tariff rates, the amount, scope and nature of the tariffs, any countermeasures that target countries may take or any mitigating actions that may become available. While sourcing optimization and tariff exemptions for qualifying products are key aspects of our mitigation strategy, the timing of such or the ultimate results we will realize from these efforts are uncertain. In addition, our tariff mitigation strategies may be challenged, rejected or eliminated through legislation or other challenges, or may otherwise not be effective.
Read it in 10-K 2025-11-25 at sec.gov ↗
AddedRisk Factors
A global trend towards limiting growth of healthcare costs may also put industry-wide pressure on medical device or clinical diagnostic pricing. In the U.S., the Center for Medicaid Services (“CMS”) has proposed the expansion of its Competitive Bidding Program (“CBP”). This proposed expansion would introduce a pricing model that could significantly influence the cost structure of some medical devices in the U.S. healthcare system; specifically, those reimbursed under CMS’ Durable Medical Equipment, Prosthetic, Orthotic and Supplies payment system. By leveraging supplier competition to establish payment rates, the CBP mirrors purchasing initiatives seen in international markets, where procurement strategies attempt to prioritize
Read it in 10-K 2025-11-25 at sec.gov ↗
AddedRisk Factors
While we have made, and expect to continue making, significant investments intended to strengthen our cybersecurity posture—including measures designed to protect our products, systems, and data—we cannot guarantee that these efforts will fully prevent, mitigate or remediate cybersecurity incidents or breaches. We maintain processes designed to monitor, detect and respond to threats and collaborate with government authorities and third-party partners in an effort to reduce risk. However, given the evolving nature, sophistication, scale and frequency of cybersecurity incidents and breaches, no system can be entirely secure. A successful cybersecurity incident or breach could materially adversely affect our business, financial condition, results of operations or cash flows.
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AddedRisk Factors
The development, deployment and use of AI in our products and business operations generally could result in regulatory action, legal liability, operational challenges or reputational harm and our failure to adapt to medical technology industry trends and developments related to AI in a timely manner (or at all) could adversely affect our business, financial condition, results of operations and cash flows.
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AddedRisk Factors
We have integrated (and expect to continue to integrate) AI into our products and business operations generally. We also expect to continue to develop future uses of AI and expand our existing AI capabilities to include agentic solutions, as well as pursue new AI technology partnerships with third parties. The development, deployment and use of AI (particularly generative AI) is in the early stages and presents various
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AddedRisk Factors
risks, including from confidentiality, privacy, data protection, cybersecurity and compliance perspectives, and raises intellectual property issues and legal, regulatory, reputational ethical, operational, technological and other concerns (see, “Our operations are dependent in part on patents and other intellectual property assets” and “Cybersecurity incidents and breaches or breakdowns of our information and technology systems or infrastructure could have a material adverse effect on our operations” elsewhere in this Item 1A, Risk Factors). Additionally, if we do not effectively adopt and integrate AI into innovative, market-differentiated products in a timely manner, our competitive position could be adversely affected.
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AddedRisk Factors
lack adequate staff and resources to meet current review, approval and inspection schedules, which could delay the receipt of or otherwise adversely affect the outcomes of product authorizations we seek.
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AddedRisk Factors
We are also subject to complex and rapidly evolving privacy and data protection laws, regulations and standards which govern the collection, use, storage, transfer, sharing and processing of personal data (particularly sensitive health information) across the U.S. and a significant number of other countries where we operate. The nature of our technologies and data-driven solutions amplifies privacy and data protection risks, especially as we employ could-based infrastructures, AI and other emerging digital capabilities. These innovations can introduce new vectors for data exposure, algorithmic bias, and regulatory scrutiny. These laws, rules and regulations require, among other things, proactive implementation of comprehensive compliance programs, continuous enhancement of internal policies, business practices, processes, and integration of technical and organizational safeguards across all assets and activities that process personal data. These requirements often entail operational constraints and higher compliance costs and may require us to modify existing or future products, potentially impacting innovation timelines and financial performance.
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AddedRisk Factors
Furthermore, privacy and data protection risks extend beyond our direct operations. Non-compliance by third-party vendors, manufacturers, or service providers (especially those involved in data processing) can expose us to liability indirectly. Cybersecurity incidents, system failures, or breaches involving our own infrastructure or that of our partners may trigger regulatory scrutiny, financial penalties, business interruption, reputational harm, loss of competitive advantage and customer trust, as well as privacy litigation and civil lawsuits with damages.
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AddedRisk Factors
Risks Relating to the Proposed Combination of Our Biosciences and Diagnostics Solutions Business with Waters
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AddedRisk Factors
The proposed combination of our Biosciences and Diagnostic Solutions business with Waters may not be completed, on the currently contemplated timeline or at all.
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RemovedRisk Factors
We are subject to risks associated with public health crises, such as pandemics and epidemics, which could have a material adverse effect on our business. The nature and extent of impacts from any such events are highly uncertain and unpredictable.
Read it in 10-K 2024-11-27 at sec.gov ↗
RemovedRisk Factors
We are subject to risks associated with public health crises, such as pandemics and epidemics. Such events could result in preventative or protective measures or other actions by governments and private health institutions that could negatively impact local or global economic conditions and result in reductions in the demand for certain of our products, negatively impacting our business, financial condition and results of operations.
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RemovedRisk Factors
In addition, public health crises could result in significant volatility in our global supply chain network, including shortages in supply or disruptions or delays in shipments, as well as price increases, of certain materials or components used in our products and increases in transportation costs.
Read it in 10-K 2024-11-27 at sec.gov ↗
RemovedRisk Factors
The scope and duration of any future public health crisis, the pace at which government restrictions are imposed and lifted, the scope of additional actions taken to mitigate the spread of disease, global vaccination and booster rates, the speed and extent to which global markets and utilization rates for our products fully recover from the disruptions caused by such a public health crisis, and the impact of these factors on our business, financial condition and results of operations, will depend on future developments that are highly uncertain and cannot be predicted with confidence.
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RemovedRisk Factors
To the extent any such public health crises affect our operations and global economic conditions more generally, it may also have the effect of heightening many of the other risks described herein.
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RemovedRisk Factors
While we have made investments intended to address threats presented by cybersecurity incidents and breaches, continue to dedicate significant resources intended to protect our products and systems from cybersecurity incidents and breaches, and continue to work with government authorities and third-party vendors to detect and reduce the risk of future cybersecurity incidents and breaches, there can be no assurances that these protective measures will be sufficient to prevent cybersecurity incidents or breaches that could have a material adverse impact on our business.
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RemovedRisk Factors
alternative routes, transportation modes, and replenishment timings to preempt and mitigate associated risks, but no assurance can be given that these efforts will adequately address these challenges and disruptions.
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RemovedRisk Factors
place to mitigate the impact of any such disruption, although these plans may not be able to fully offset such impact, for the reasons noted above. See “Item 1. Business - Regulation” for a discussion of the consent order BD entered into with the Environmental Protection Division of the Georgia Department of Natural Resources and the risk related to sterilization operations generally.
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RemovedRisk Factors
civil investigative demands could ultimately have a material adverse effect on our results of operations, financial condition and liquidity, and could distract management from the operations of the business.
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RemovedRisk Factors
We are also subject to complex and frequently changing privacy and data protection laws, rules and regulations in the U.S. and a significant number of other countries where BD operates, regarding the collection, use, storage, security, transfer and other processing of personal data. These laws, rules and regulations require companies to, among other things, proactively implement effective programs and enhance internal policies, business practices, processes, and controls and could impose significant limitations and additional compliance costs on us. In addition, these laws, rules and regulations require us to embed privacy, security and data protection requirements in all assets impacting the processing of personal data and could also require us to modify current or future products or services, which may harm our future financial results. Any actual or perceived noncompliance with these laws, rules and regulations, our internal policies and procedures or our contracts governing the processing of personal data could result in significant consequences for BD, including, among other things, business interruption, sanctions and significant pecuniary fines, regulatory inquiries and investigations, adverse publicity, loss of competitive advantage and customer trust, as well as privacy litigation and civil lawsuits with damages.
Read it in 10-K 2024-11-27 at sec.gov ↗
RemovedRisk Factors
The importance of privacy and data protection laws, rules and regulations for the healthcare and med-tech industry specifically is constantly growing, as personal data is an integral part of doing business in our sector, and the legal standards are evolving and becoming more complex worldwide. A significant number of countries where we operate have enacted privacy or data protection laws, rules and regulations, the majority of which have extraterritorial scope, creating significant compliance challenges as we seek to maintain our global reach, with significant penalties for non-compliance, based on total worldwide annual revenue from the preceding financial year. In some cases, there are restrictions on the transfer of personal data outside the home country. More recently, privacy and data protection regulators are paying special attention to emerging issues linked to new digital technologies, such as the use of artificial intelligence, biometrics, and surveillance technologies, which pose unique challenges to existing privacy and data protection paradigms.
Read it in 10-K 2024-11-27 at sec.gov ↗
RemovedRisk Factors
In addition, certain privacy and data protection laws, rules and regulations may apply to us indirectly through our customers, manufacturers, suppliers or other third-party partners. For example, non-compliance with applicable laws, rules or regulations by a third-party partner that is processing personal data on our behalf may be deemed non-compliant by us or a failure by us to conduct proper due diligence on the third party, which could result in material fines or litigation. We also could be subject to additional expenses and liabilities in the event of a cybersecurity incident or breach, or the failure of an IT system owned or operated by us or a third party with which we partner or its vendor.
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RewordedRisk Factors
We have experienced, and could in the future experience, the failure, interruption or disruption of the functionality of our IT systems and infrastructure, or infrastructure (or those of third-party vendors upon which we rely, rely), which could impair our ability or that of our customers, suppliers and other business partners to conduct business, result in the loss of BD trade secrets or otherwise compromise personal, confidential or proprietary information of BD or its customers, suppliers and other business partners, or of patients, result in efficacy or safety concerns for certain of our products, result in reputational harm to our business and result in actions by regulatory bodies or civil litigation.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedRisk Factors
There has also been increased shifting focus by federal, international, state and local regulatory and legislative bodies to combat and/or limit the effects of on combating and limiting climate change and to promote sustainability and related efforts through a variety measures such as requiring disclosure of means, including regulating GHG emissions (and requirements to disclose climate-related risks and metrics, including GHG emissions), emissions, conducting risk assessments on sustainability practices, adopting policies mandating or promoting the use of renewable or zero-carbon energy energy, implementing sustainability initiatives and sustainability initiatives, and imposing additional taxes on fuel and energy.
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RewordedRisk Factors
Tax Future changes in U.S. or foreign tax laws, inclusive of including under Pillar Two legislation, in the U.S. and in other countries in which we and our affiliates do business could change on a Two, whether prospective or retroactive basis, and any such changes retroactive, could have a material materially impact on our effective tax rate and on our rate, business, results of operations, financial condition, condition and cash flows.
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RewordedRisk Factors
Our IT systems and infrastructure, as well as those of various third parties on which we rely, have experienced, and are likely to continue to experience, a variety of cyberattacks, including, but not limited to, unauthorized access, malicious code execution and/or phishing attacks, which has resulted, could be further exacerbated by rapid technology evolution, including increased adoption of AI and could in the future result, in our and our customers’ personal, confidential or proprietary information being accessed, destroyed, lost, stolen or otherwise compromised and increased costs for cybersecurity measures or remediation. geopolitical events.
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RewordedRisk Factors
In accordance with our commitments to the FDA, all To address open recalls and ensure devices at customer sites are running a recent, cleared version of the current BD Alaris™ Infusion System Software, BD Alaris™ Infusion System devices in the U.S. market will be are being remediated or replaced with the updated 510(k) cleared version version, which we expect to be substantially complete over the next several years. calendar year.
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RewordedRisk Factors
There has been, and in the future there may be additional, Additional legislation or regulations enacted or promulgated in the United States and in other jurisdictions in which we do business that and our suppliers operate may impose more stringent restrictions restrictions, and requirements on our operations than our historical legal or regulatory obligations as well as additional disclosure or reporting requirements. obligations.
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RewordedRisk Factors
In addition, general economic conditions have adversely impacted, and may impact continue to adversely impact, the healthcare industry, including reductions in capital spending, spending and U.S. federal funding and changes in the delivery of healthcare services services, which have affected, and increasing labor disputes or shortages, which could in turn affect the future affect, demand for our products and services. products.
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RewordedRisk Factors
For example, the The Organization for Economic Cooperation and Development (OECD) published Pillar Two Model Rules Rules, which impose a 15% global minimum tax on income tax, that became effective in some of large multinational enterprises in the jurisdictions in which they operate. we operate in fiscal year 2025, and we continue to assess their impact.
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RewordedRisk Factors
A In addition, any recall could result in significant costs, lost the establishment or increase in financial reserves, which in turn would increase financial reporting and other disclosure obligations, the loss of sales and customers, enforcement actions and/or investigations by state and federal governments or other enforcement bodies, bodies and related fines and penalties, as well as negative publicity and damage to our reputation that could reduce future demand for our products.
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RewordedRisk Factors
We cannot predict what are in the final PID adopted by the EPA may require and therefore we are not able to assess process of assessing the impact of the ID requirements on our sterilization facilities, on the third-party sterilization facilities that BD utilizes we utilize and our operations more generally.
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RewordedRisk Factors
Our ability to compete is also impacted by changing customer and patient preferences and requirements, including changes in demand as a result of changes to U.S. federal and state policies (affecting products such as pharmaceuticals and vaccines), increased focus on products using materials of concern and demand for more sustainable products, and for products incorporating digital capabilities, including artificial intelligence, utilizing emerging technologies (such as AI), as well as changes in the ways healthcare services are delivered, such as the transition of more care from acute to non-acute settings and increased focus on chronic disease management.
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RewordedRisk Factors
If any facts, assumptions, representations, representations and undertakings from BD and Embecta regarding the past and future conduct of their respective businesses and other matters are incorrect or not otherwise satisfied, the spin-off may not qualify for tax-free treatment, which could result in significant U.S. federal income tax liabilities for BD and its shareholders.
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Quiet changesRisk Factors
Any foreign currency exchange rate hedging activities we engage in may only offset a portion of the adverse financial impact resulting from unfavorable changes in foreign currency exchange rates.
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Quiet changesRisk Factors
Some Additionally, some of our products and systems collect personal, confidential or proprietary information regarding patients and patient therapy on behalf of our customers and some of our products are internet enabled or connect to our IT systems for maintenance and other purposes.
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Quiet changesRisk Factors
Environmental laws, particularly with respect to climate change and the emission of greenhouse gases, are also generally becoming more stringent throughout the world, which may increase our costs of operations or necessitate closures of, or changes to, our manufacturing plants or processes or those of our suppliers, or result in liability to BD.
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AddedMD&A
As further discussed in Note 8 to the consolidated financial statements contained in Item 8. Financial Statements and Supplementary Data, effective October 1, 2025, we reorganized our organizational units into five distinct, separately-managed segments, based on the nature of our product and service offerings. BD’s new organizational structure is based upon the following five segments: Medical Essentials, Connected Care, BioPharma Systems, Interventional and Life Sciences, which remains a critical part of BD until the separation and combination of our Biosciences and Diagnostic Solutions business with Waters Corporation (“Waters”) is completed. Additional disclosures regarding the agreement to combine our Biosciences and Diagnostic Solutions business with Waters are provided in Note 1 to the consolidated financial statements contained in Item 8. Financial Statements and Supplementary Data.
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AddedMD&A
Proposed Combination of Our Biosciences and Diagnostic Solutions Business with Waters
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AddedMD&A
As noted above and as further discussed in Note 1 to the consolidated financial statements contained in Item 8. Financial Statements and Supplementary Data, we entered into a definitive agreement on July 13, 2025 to combine our Biosciences and Diagnostic Solutions business with Waters in a transaction that is expected to create an innovative life science and diagnostics leader with pioneering technologies.
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AddedMD&A
aspects of our mitigation strategy, the timing of such or the ultimate results we will realize from these efforts are uncertain. In addition, our tariff mitigation strategies may be challenged, rejected or eliminated through legislation or other challenges, or may otherwise not be effective.
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AddedMD&A
For additional information on risk factors that may impact our business, results of operations, financial condition and cash flows, see Part I, Item 1A. Risk Factors.
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AddedMD&A
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.
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AddedMD&A
•Growth in the Medication Management Solutions unit driven by continued strength in sales of infusion systems, partially offset by the timing of dispensing and pharmacy automation installations, based upon customer readiness, in the current year.
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AddedMD&A
(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.
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AddedMD&A
•Growth in the Specimen Management unit’s BD VacutainerTM portfolio, partially offset by a decline in China.
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AddedMD&A
•A decline in the Diagnostic Solutions unit driven by lower sales of BD BACTECTM blood culture products as customer utilization continues to improve following the resolution of a supply disruption, as well as by lower sales of point-of-care products, partially offset by continued double-digit growth in sales of BD MAXTM IVD.
Read it in 10-K 2025-11-25 at sec.gov ↗
AddedMD&A
•A decline in the Biosciences unit due to continued market dynamics impacting sales of instruments, partially offset by strong sales of the recently launched BD FACSDiscoverTM A8 Cell Analyzer.
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AddedMD&A
•Sales driven by broad volume growth attributable to the Specimen Management unit’s portfolio.
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RemovedMD&A
•As is further discussed below, our labor costs were generally higher in our fiscal year 2024 compared with the prior-year period.
Read it in 10-K 2024-11-27 at sec.gov ↗
RemovedMD&A
Certain geopolitical conditions, including the evolving situations in Ukraine, the Middle East and Asia, may impact global macroeconomic conditions, including those discussed above. While these geopolitical conditions have not materially impacted our results of operations to date, the continuation and/or an escalation of these evolving situations may weaken the global economy and could result in additional inflationary pressures and supply chain constraints, including the unavailability and cost of energy.
Read it in 10-K 2024-11-27 at sec.gov ↗
RemovedMD&A
We have been mitigating the impacts of the macroeconomic and other factors discussed above through various strategies which leverage our procurement, logistics and manufacturing capabilities. However, there can be no assurance that we will be able to effectively mitigate these pressures in future periods and an inability to offset these pressures through our strategies, at least in part, could adversely impact our results of operations. Due to the significant uncertainty that exists relative to the duration and overall impact of the macroeconomic and other factors discussed above, our future operating performance, particularly in the short-term, may be subject to volatility. The impacts of macroeconomic and other conditions on our business, results of operations, financial condition and cash flows are dependent on certain factors, including those discussed in Part I, Item 1A. Risk Factors.
Read it in 10-K 2024-11-27 at sec.gov ↗
RemovedMD&A
On November 7, 2024, we furnished a Current Report on Form 8-K that included as an exhibit a press release announcing our financial results for the fourth fiscal quarter and the fiscal year ended September 30, 2024 (the “Earnings Release”). On November 22, 2024 and subsequent to furnishing the Earnings Release, we received the Dispensing Warning Letter, as more fully discussed under Item 1. Business— Regulation—FDA
Read it in 10-K 2024-11-27 at sec.gov ↗
RemovedMD&A
Warning Letters. A charge of $28 million to recognize our currently estimated liability for future costs expected to be incurred to address the non-conformities identified in the Dispensing Warning Letter was recorded to Cost of products sold for the three-month period and fiscal year ended September 30, 2024. The charge, which is included in the “Specified Items” section below, impacted our financial results for the fiscal year ended September 30, 2024, included in this Annual Report on Form 10-K, as follows:
Read it in 10-K 2024-11-27 at sec.gov ↗
RemovedMD&A
•Cost of product sold (from $11.025 billion reported in the Earnings Release to $11.053 billion);
Read it in 10-K 2024-11-27 at sec.gov ↗
RemovedMD&A
•Operating Income (from $2.425 billion reported in the Earnings Release to $2.397 billion);
Read it in 10-K 2024-11-27 at sec.gov ↗
RemovedMD&A
•Net Income from Continuing Operations (from $1.726 billion reported in the Earnings Release to $1.705 billion); and
Read it in 10-K 2024-11-27 at sec.gov ↗
RemovedMD&A
•Diluted Earnings per Share from Continuing Operations (from $5.93 reported in the Earnings Release to $5.86).
Read it in 10-K 2024-11-27 at sec.gov ↗
RemovedMD&A
•Strong global sales of catheters and other vascular care products in the Medication Delivery Solutions unit were partially offset by the impact of VoBP in China and lower COVID vaccination-related revenues in 2023 compared with these revenues in 2022.
Read it in 10-K 2024-11-27 at sec.gov ↗
RemovedMD&A
•Strong performance of the Medication Management Solutions unit’s pharmacy automation portfolio, including Parata Systems, which we acquired in fiscal year 2022, and our BD Rowa™ technologies, as well as strong growth in sales of dispensing systems. Revenue growth attributable to the unit’s recent acquisitions was approximately 9.3% in 2023.
Read it in 10-K 2024-11-27 at sec.gov ↗
RemovedMD&A
•Continued strong demand for the Pharmaceutical Systems unit’s prefillable solutions in high-growth markets such as the biologic drug category.
Read it in 10-K 2024-11-27 at sec.gov ↗
RewordedMD&A
(Millions of dollars) 2025 2024 2023 2022 Amounts recorded for product liability and certain other legal matters (see Note 6) $ 297 $ 43 $ 58 Charge to accrue an estimated liability for the SEC investigation (see Note 6) $ — 175 $ — $ — Other amounts recorded for legal matters (see Note 6) 79 — — Amounts recorded for product liabilities, including related defense costs (see Note 6) (36) 26 21 Separation-related items (See Note 1) 97 13 14 20 Gain recognized on sale of business (see Note 2) — — (268) — Other 3 (9) 18 (4) (14) Other operating expense (income), net $ 396 $ 222 $ (210) $ 37
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedMD&A
(Millions of dollars) 2025 2024 2023 2022 Integration costs (a) $ 127 $ 23 $ 67 $ 68 Restructuring costs (a) 275 387 239 123 Transaction costs (b) 6 48 — Financing impacts (b) — Financing costs (b) (8) — — Separation-related items (c) 97 13 14 20 Purchase accounting adjustments (d) 1,898 1,503 1,434 1,431 Product, litigation, and other items (e) 548 346 554 268 European regulatory initiative-related costs (f) — 104 139 146 Impacts of debt extinguishment — — 24 Total specified items 2,951 2,416 2,448 2,082 Less: tax impact of specified items 473 297 399 366 After-tax impact of specified items $ 2,477 $ 2,119 $ 2,050 $ 1,716
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedMD&A
Higher interest expense in 2025 compared with 2024, and in 2024 compared with 2023 2023, primarily reflected higher overall interest rates on debt outstanding, as well as higher total debt outstanding at September 30, 2024 compared with September 30, 2023, which reflected due to the issuance of debt issued in our third quarter of fiscal year 2024 to fund the cash consideration payable upon our acquisition of Advanced Patient Monitoring.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedMD&A
U.S. revenue growth in 2023 was particularly driven by also reflected strong sales in the Medical segment’s Medication Delivery Solutions and Medication Management Solutions and Pharmaceutical Systems units and in the Life Sciences segment’s Biosciences unit, units, as well as by strong sales in the Interventional segment’s Surgery and Urology and Critical Care units. unit.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedMD&A
Emerging market revenue growth in 2025 and 2024 primarily reflected strong sales in Latin America and in certain countries other than China within Greater Asia, partially offset by a decline in China driven by unfavorable market dynamics, as further discussed above. Asia and Latin America.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedMD&A
Emerging market revenue growth in 2025 and 2024 primarily reflected strong sales in Latin America and in countries other than China within Greater Asia, was partially offset by a decline declines in China driven by unfavorable market dynamics, China, as further discussed above.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedMD&A
Higher Lower interest income in 2024 2025 compared with 2023, and in 2023 compared with 2022, 2024 primarily reflected higher overall interest rates and lower levels of cash on hand during the current-year periods, and lower overall interest rates, compared with the prior-year periods. period.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedMD&A
In particular, tariffs, sanctions or other trade barriers imposed (and countermeasures by the U.S. or other countries non-U.S. governments) could adversely impact demand for our products and services, our supply chain costs or otherwise adversely impact our results of operations. operations and future growth.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedMD&A
This net source use of cash primarily reflected higher levels of accounts payable inventory and accrued prepaid expenses, as well as lower levels of inventory, which reflects our continued efforts to optimize inventory levels, partially offset by higher levels of trade receivables. accrued expenses.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedMD&A
Operating performance in 2024 and 2023 2025 primarily reflected lower manufacturing costs resulting from our ongoing continuous improvement projects projects, supply chain optimization and other productivity initiatives, as well as a favorable impact from pricing. partially offset by higher labor costs and tariffs.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedMD&A
In Given the opinion uncertain nature of management, litigation, we could incur charges in excess of any currently established accruals and, to the extent available, liability insurance and any such future charges, individually or in the aggregate, could have a material adverse effect on BD’s consolidated results of operations, financial condition and/or consolidated cash flows.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedMD&A
In accordance with our commitments to the FDA, the overall timing of replacement or remediation 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.
Read it in 10-K 2025-11-25 at sec.gov ↗
Quiet changesMD&A
The favorable impact on gross margin from specified items in 2024 compared with 2023 primarily reflected a favorable comparison to specified items recorded in 2023, which included $653 million of charges recorded in the Medical segment to adjust the estimate of future product remediation costs, as noted above, partially offset by an unfavorable impact of $59 million due to a fair value step-up adjustment recorded by the Medical segment in 2024 relating to Advanced Patient Monitoring's inventory on the acquisition date.
Read it in 10-K 2025-11-25 at sec.gov ↗
