BDX · BECTON DICKINSON & CO

560 filings

BDX SEC Filings

BECTON DICKINSON & CO - 560 total filings

Filing record · 2016–202610-K1010-Q338-K175

Showing 1–50 of 560 filings

BECTON DICKINSON & CO 8-K Report, Financial Results (Aug 6, 2026)

BD (BDX) reported fiscal Q3 2026 results (quarter ended June 30, 2026), its first full quarter as 'New BD' following the February 9, 2026 spin-off and combination of its Biosciences and Diagnostic Solutions business with Waters. Revenue from continuing operations rose 5.4% to $4.98 billion (4.4% on a foreign-currency-neutral basis), with U.S. revenue up 6.9% and International up 3.2% reported (0.6% FXN). Adjusted diluted EPS from continuing operations was $3.23, up 4.9% reported (3.9% FXN), while GAAP diluted EPS from continuing operations was $1.64. Operating income fell 10.3% to $663 million, reflecting higher selling, R&D and other operating expenses, and total GAAP diluted EPS was $1.37 after a $0.27 loss from discontinued operations. Management raised the midpoint of its FY2026 adjusted EPS guidance to $12.62–$12.72 (from $12.52–$12.72) and said revenue growth should land toward the high end of its low-single-digit range. Cash generation was a clear bright spot: nine-month cash from continuing operations rose 33.3% to $2.1 billion and free cash flow rose 44.6% to $1.7 billion. Balance sheet deleveraging continued, with long-term debt down to $13.5 billion from $17.6 billion at fiscal year-end 2025, and the company repurchased $2.25 billion of stock year-to-date versus $750 million a year earlier. The quarter also carries caveats. Nine-month restructuring charges reached $605 million, including $450 million of non-cash asset impairments tied to the 'Excellence Unleashed' simplification program. The risk factors reference the timing of the BD Alaris Infusion System remediation and return to the U.S. market, ongoing tariff and refund uncertainty, Middle East and supply-chain disruption, and China volume-based procurement pressure. Investors should weigh the strong cash flow and modest guidance raise against the sizable GAAP-to-adjusted gap, which is driven largely by purchase accounting amortization.

Aug 6, 2026 10-Q

BECTON DICKINSON & CO Quarterly Report for Q3 Ended Jun 30, 2026

Becton Dickinson and Company (BDX) reported a mixed financial performance for the nine months ended June 30, 2026. While total revenues saw a 5.4% increase to $4.983 billion in the third quarter compared to the prior year, driven by solid performance across most segments, net income from continuing operations remained flat year-over-year at $451 million for the quarter. This flat net income was partly due to significant "specified items" which included integration, restructuring, transaction, separation, and purchase accounting adjustments, totaling $538 million after tax in Q3 2026. The company successfully completed the spin-off of its Biosciences and Diagnostic Solutions business in February 2026, which resulted in a $4 billion cash distribution, partly utilized for debt reduction and share repurchases. Despite revenue growth, operating income from continuing operations declined to $663 million in the third quarter of 2026, down from $739 million in the prior year, impacted by higher operating costs, including tariffs and labor. The balance sheet reflects a reduction in total debt by over $2 billion and an increase in cash and equivalents. Investors should note ongoing legal and regulatory matters, particularly FDA warning letters related to manufacturing quality at certain facilities, which present potential risks and future costs.

Aug 6, 2026 8-K

BECTON DICKINSON & CO 8-K Report, Executive Changes (Jul 22, 2026)

Becton, Dickinson and Company (BDX) disclosed in an 8-K filed July 22, 2026 that Michael D. Garrison, Executive Vice President and President of the Medical Essentials and BioPharma Systems segments, will retire effective October 2, 2026. Garrison will remain in his role through the end of the fiscal year to support a smooth transition, and BD has launched a comprehensive search for his successor as President of Medical Essentials. The filing reflects a management change rather than a financial event; no financial results, guidance, or dollar figures were disclosed. As part of the leadership change, BD is streamlining its operating model: the BioPharma Systems segment will now report directly to Chairman, CEO and President Thomas E. Polen, rather than through Garrison. BD framed this as reflecting the segment's strategic importance as a growth driver, suggesting management views BioPharma Systems as a priority area that warrants closer CEO oversight. For investors, the key items to monitor are the identity and profile of the next Medical Essentials president, whether the Medical Essentials segment's execution is affected during the transition, and whether the direct reporting line signals greater near-term investment or strategic focus on BioPharma Systems. Garrison's 20-plus year tenure, including prior roles leading BD's Medical, Medication Management Solutions, and Surgery businesses, means his departure removes significant institutional experience from the segment leadership team.

Jul 22, 2026 8-K

BECTON DICKINSON & CO 8-K Report, Regulation FD Disclosure (May 29, 2026)

Becton, Dickinson and Company (BD) announced the resumption of shipments for its ChloraPrep™ product in the U.S. This follows a voluntary ship hold initiated on May 6, 2026, for ChloraPrep™ and PurPrep™ while the company conducted additional final release testing. The company has stated that all subsequent testing has been acceptable and, importantly, there have been no reported patient safety signals associated with these products. This action is a direct response to a Warning Letter received from the FDA concerning the El Paso manufacturing facility. While the immediate concern regarding product shipment has been addressed with acceptable testing results, investors should note that the underlying issues related to the El Paso Warning Letter remain. BD directs stakeholders to their Form 10-Q for the quarter ended March 31, 2026, for a detailed description of the Warning Letter and associated risks, as well as their latest 10-K and other SEC filings for forward-looking statement disclaimers.

May 29, 2026 8-K

BECTON DICKINSON & CO 8-K Report, Material Agreement (May 20, 2026)

Becton, Dickinson and Company (BDX) has announced through its indirect wholly-owned subsidiary, Becton Dickinson Euro Finance S.à r.l., the issuance of €600 million in aggregate principal amount of 3.855% Notes due 2033. These notes are senior unsecured and fully guaranteed by BDX, providing investors with a direct credit commitment from the parent company. The primary use of proceeds from this offering is to refinance existing debt, specifically Becton Finance's 1.208% Notes due June 4, 2026. This strategic move aims to extend the company's debt maturity profile and potentially reduce interest expenses. The offering introduces several provisions for noteholders, including options for early redemption by Becton Finance under specific conditions related to interest rates and the ability to redeem at par after February 20, 2033. Importantly, the notes include provisions for additional payments in case of withholding taxes imposed by Luxembourg or the United States, and a repurchase obligation at 101% of principal if a Change of Control Triggering Event occurs. The indenture also outlines events of default and restrictive covenants typical for such debt issuances.

May 20, 2026 8-K

BECTON DICKINSON & CO 8-K Report, Corporate Update (May 12, 2026)

Becton, Dickinson and Company (BDX) has announced a significant debt offering through its indirect wholly-owned subsidiary, Becton Dickinson Euro Finance S.à r.l. The company entered into an underwriting agreement to issue €600 million in aggregate principal amount of 3.855% Notes due 2033. These Euro Notes will be fully and unconditionally guaranteed on a senior unsecured basis by Becton Dickinson & Co. This offering is primarily intended to refinance existing debt, specifically the entire outstanding principal amount of the 1.208% Euro Notes due June 4, 2026. The net proceeds, combined with cash on hand, will be used to repay this maturing debt, along with accrued interest and associated fees. This move indicates proactive financial management by BDX to address upcoming maturities and potentially optimize its debt structure.

May 12, 2026 8-K

BECTON DICKINSON & CO 8-K Report, Financial Results (May 7, 2026)

BD (Becton, Dickinson and Company) reported fiscal Q2 2026 results (quarter ended March 31, 2026) that were mixed on a GAAP basis but ahead of management's expectations on an adjusted basis. Reported revenue rose 5.2% to $4.71 billion (2.6% on a currency-neutral basis), with U.S. revenue up 5.1% and International up 5.5% reported (down 1.4% currency-neutral). Interventional (+5.3% FXN) and Connected Care (+3.2% FXN) led growth, while Medical Essentials grew 1.7% FXN and BioPharma Systems declined 1.8% FXN. GAAP diluted EPS from continuing operations was $(0.13), driven by $487 million of restructuring charges (including $450 million of non-cash asset impairments tied to the "Excellence Unleashed" exit actions), $368 million of purchase accounting amortization, and a $122 million debt extinguishment impact. Adjusted diluted EPS was $2.90, up 3.9% reported and 1.1% currency-neutral. The quarter reflects the completion of the February 9, 2026 spin-off and Waters combination of the former Biosciences and Diagnostic Solutions business, which is now presented as discontinued operations. Capital allocation was active: BD executed a $2.0 billion accelerated share repurchase and retired $2.1 billion of debt in the quarter. Year-to-date, the company received a $3.86 billion distribution from the spin-off entity, repurchased $2.25 billion of stock, and paid down $2.0 billion of debt. Long-term debt fell to $14.7 billion from $17.6 billion at fiscal year-end, and shareholders' equity declined to $24.1 billion. Management reaffirmed its low-single-digit currency-neutral revenue growth outlook and raised full-year fiscal 2026 adjusted diluted EPS guidance to $12.52–$12.72 from $12.35–$12.65, a modest increase at the midpoint of about $0.17. Investors will want to watch the pace of the Alaris infusion system return to the U.S. market, the durability of margin expansion under BD Excellence, and whether restructuring and impairment charges continue to weigh on GAAP results.

May 7, 2026 10-Q

BECTON DICKINSON & CO Quarterly Report for Q2 Ended Mar 31, 2026

Becton Dickinson & Co. (BDX) reported a net loss of $311 million for the third quarter of fiscal year 2026, a significant shift from the net income of $308 million in the prior-year period. This was largely driven by a $274 million loss from discontinued operations, primarily due to the February 9, 2026, spin-off of its former Biosciences and Diagnostic Solutions business as part of a Reverse Morris Trust transaction with Waters Corporation. Revenues for the quarter increased by 5.2% to $4.714 billion, demonstrating underlying business growth. However, the company faced increased operating costs, including integration, restructuring, and transaction expenses, which impacted profitability. The company also announced a substantial $2 billion share repurchase program funded by proceeds from the spin-off, alongside continued dividend payments to shareholders. Management is focused on its "Excellence Unleashed" strategy to drive future growth and operational efficiency.

May 7, 2026 8-K

BECTON DICKINSON & CO 8-K/A Report, Executive Changes (May 7, 2026)

BD (Becton, Dickinson and Company) has permanently appointed Vitor Roque as Executive Vice President and Chief Financial Officer, effective May 7, 2026. Roque had served as interim CFO since December 5, 2025, and has been with BD for more than 25 years, most recently as Senior Vice President of Finance and Corporate Financial Planning and Analysis. The filing is an amendment (8-K/A) to the October 15, 2025 8-K that first disclosed his interim appointment, and it adds the compensation terms for his permanent role. The leadership decision removes the uncertainty of an interim CFO during a period of portfolio change. The company credits Roque with leading the global finance function during the separation of the Biosciences & Diagnostic Solutions business, which it says was completed ahead of schedule. His compensation package is set at a $770,000 annual base salary, a target bonus of 95% of base salary (pro-rated for fiscal year ending September 30, 2026), and an annual equity award target value of $3,000,000. He also receives a one-time $250,000 cash payment and a $250,000 time-vested unit grant to recognize his interim service. Equity awards vest subject to continued service and the terms of the 2004 Employee and Director Equity-Based Compensation Plan. Roque will also sign a change-of-control agreement guaranteeing two years of continued employment following a change of control, with a severance multiple of two times salary and bonus, consistent with other executive officers' agreements. For investors, the filing signals management continuity and a conventional executive pay structure, with no unusual or outsized terms disclosed. The disclosed amounts are modest relative to BD's scale, and the filing itself contains no financial results, guidance, or changes to BD's operating outlook. Investors should treat this as a governance and retention update rather than a material change to the company's financial profile.

May 7, 2026 8-K

BECTON DICKINSON & CO 8-K Report, Bylaw Amendment (Apr 29, 2026)

Becton, Dickinson and Company (BDX) filed an 8-K on April 29, 2026, to report amendments to its By-laws, approved by the Board of Directors on April 28, 2026. These changes are primarily technical and administrative in nature, aiming to clarify and update existing provisions rather than signaling a fundamental shift in the company's operations or financial strategy. Investors should note that the core update involves the advance notice provision concerning contested director elections. While the specific details of the updated time period are not elaborated in this filing, the amendment aims to streamline the process for determining contested election statuses. Other revisions are described as technical, conforming, and clarifying, suggesting minor housekeeping adjustments to the Company's governing documents. No immediate financial impacts or strategic changes are indicated by this filing.

Apr 29, 2026 8-K

BECTON DICKINSON & CO 8-K Report, Executive Changes (Apr 9, 2026)

Becton, Dickinson and Company (BDX) disclosed in an 8-K filed April 9, 2026 that Richard (Rick) E. Byrd, Executive Vice President and President of the Interventional segment, has informed the company of his intention to retire. Byrd notified BD on April 6, 2026, and will remain in his role through June 2026. The filing reports no financial results, guidance changes, or compensation arrangements tied to the departure, and the disclosure is routine in nature. For investors, the key near-term item is leadership continuity in the Interventional segment, which Byrd has led since September 2022 and which covers products such as vascular access and related interventional technologies. BD has stated its intention to name a successor before Byrd's retirement date, so investors should watch for that announcement, which would likely indicate whether the company is filling the role internally or externally and whether strategic priorities for the segment will shift. Overall, this filing is a low-materiality governance update rather than a fundamental change to BD's financial outlook. Byrd's tenure, which includes leadership of Medication Delivery Solutions and Preanalytical Systems and the COVID-19 manufacturing scale-up, gives context to the transition, but the filing itself does not quantify any impact on revenue, margins, or segment performance.

Apr 9, 2026 8-K

BECTON DICKINSON & CO 8-K Report, Financial Results (Apr 2, 2026)

Becton, Dickinson and Company (BD) filed this Form 8-K under Item 2.02 to furnish Exhibit 99.1, which contains unaudited recast historical financial information. The recast presents BD's former Biosciences and Diagnostic Solutions business as discontinued operations, following the February 9, 2026 completion of its spin-off and combination with Waters Corporation. The filing is a historical baseline rather than new guidance or a new earnings release, so it does not update forward-looking outlook. The information is furnished, not filed, so it is not subject to Section 18 liabilities. On a continuing-operations basis, BD reported revenue of $18.5 billion for the twelve months ended September 30, 2025, up about 10% from $16.8 billion in fiscal 2024. GAAP operating income rose to $1.94 billion from $1.71 billion, while adjusted operating income was $4.67 billion, compared with $4.09 billion a year earlier. The gap between GAAP and adjusted results is large, driven mainly by purchase accounting amortization of roughly $1.87 billion, restructuring and integration costs, and product, litigation, and other items. Investors should weigh the adjusted figures carefully given how much is excluded. Quarterly results for the December 2025 quarter show GAAP revenue of $4.49 billion and adjusted diluted EPS of $2.50, compared with $2.78 in the prior-year quarter, a decline the filing does not explain. The filing also shows that GAAP diluted EPS from continuing operations for fiscal 2025 was $3.81, versus $3.62 in fiscal 2024, and that adjusted diluted EPS was $11.90, up from $10.56. Net interest expense remains significant at roughly $577 million to $613 million annually, which weighs on earnings. Because the figures are recast and unaudited, they should be read alongside BD's audited statements and the subsequent periodic filings.

Apr 2, 2026 8-K

BECTON DICKINSON & CO 8-K Report, Corporate Update (Feb 25, 2026)

On February 25, 2026, Becton, Dickinson and Company (BD) reported early results and pricing for its cash tender offers for up to $2.0 billion of its senior notes and debentures, excluding accrued interest. The company raised the Aggregate Offer Cap from $1.6 billion to $2.0 billion and increased the Offer SubCap on its 4.685% Senior Notes due 2044. Holders tendered well above the cap by the February 24, 2026 early tender deadline, so the company accepted securities in priority order and prorated the 3.794% Senior Notes due 2050. Based on the accepted principal amounts and the Total Consideration per $1,000 in Exhibit 99.2, the accepted purchases total roughly $2.0 billion, consistent with the cap. Payment is scheduled for February 27, 2026, and BD does not expect to accept further tenders after the early tender date. The filing describes a liability management transaction that retires about $2.1 billion of principal across ten series of notes. Accepted principal is concentrated in the 4.669% Senior Notes due 2047 ($656.0 million), the 4.685% Senior Notes due 2044 ($472.3 million, fully accepted at the upsized SubCap), the 5.081% Senior Notes due 2029 ($444.6 million), and the 3.794% Senior Notes due 2050 ($262.7 million, prorated from $344.7 million tendered). Several series, including the 3.700% notes due 2027 and the 4.693% notes due 2028, received no acceptances because their priority levels fell below the cap. Each accepted series carries a $30 per $1,000 early tender payment, included in the Total Consideration, and holders also receive accrued interest. The filing does not state how BD is funding the repurchases or whether it issued new debt. Investors should review the company's liquidity disclosures and any financing filings for those details. The transaction lowers outstanding debt and reduces the company's remaining balance on several higher-coupon and longer-dated issues, but the filing itself does not quantify interest expense savings or the effect on leverage.

Feb 25, 2026 8-K

BECTON DICKINSON & CO 8-K Report, Corporate Update (Feb 10, 2026)

Becton, Dickinson and Company (BDX) announced on February 10, 2026 the launch of a series of cash tender offers for up to $1.6 billion aggregate purchase price (excluding accrued interest) of its outstanding senior notes and debentures, spanning fifteen series with maturities from 2026 through 2050. The offers are structured with acceptance priority levels, series-specific sub-caps on two series (4.669% Notes due 2047 capped at $1.0 billion and 4.685% Notes due 2044 capped at $450 million), and proration if applicable. This is a liability management action rather than a new financing event, and the filing does not disclose the rationale in detail. For holders, the economics are set by a fixed spread (ranging from +20 to +100 bps) over the yield of a referenced U.S. Treasury, with a $30 per $1,000 early tender payment for securities tendered by the February 24, 2026 early tender date. Holders tendering after that date receive the late consideration, which excludes the early payment. The offers expire March 11, 2026, with expected settlement around March 13, 2026, and an earlier settlement possible around February 27, 2026. Citigroup and Wells Fargo are lead dealer managers, and Global Bondholder Services is the tender agent. For investors, the principal amounts outstanding total roughly $9 billion across the fifteen series, so the $1.6 billion cap implies that BD may not retire all eligible debt. The offers are not conditioned on a minimum tender amount, and the company may adjust the cap in its discretion. The filing does not disclose the funding source, though the scale suggests BD intends to deleverage or manage its debt maturity profile using cash on hand or new borrowing, and it should be read alongside the company's broader capital allocation disclosures.

Feb 10, 2026 8-K

BECTON DICKINSON & CO 8-K Report, Material Agreement (Feb 9, 2026)

On February 9, 2026, Becton, Dickinson and Company (BD) completed the spin-off of its Biosciences & Diagnostic Solutions business and its combination with Waters Corporation (NYSE: WAT). BD shareholders of record as of February 5, 2026 received approximately 0.135 Waters shares per BD share, and BD's shareholders now own about 39.2% of the combined company on a fully diluted basis. BD also received a $4 billion cash payment from SpinCo, and the transaction valued the divested business at $18.8 billion based on Waters' February 6, 2026 closing price. The filing marks the completion of BD's 2025 strategy, which management describes as the final milestone in reshaping the company into a pure-play MedTech business. BD plans to use $2 billion of the $4 billion cash proceeds for an accelerated share repurchase and the remaining $2 billion to repay debt, both expected in the near term subject to market conditions. The 8-K also documents four ancillary agreements governing taxes, employee matters, intellectual property licensing (including an exclusive license to Waters for three R&D-stage patent families), and transition services of three to 24 months. Separately, director Claire M. Fraser resigned from BD's board to join Waters' board, reducing BD's board to twelve directors. BD also reported first-quarter fiscal 2026 results on the same day. For investors, the key takeaways are the substantial value received in cash and Waters equity, the near-term capital return and deleveraging plans, and the transition to a focused MedTech portfolio under the 'Excellence Unleashed' strategy. The filing does not provide the detailed financial impact on BD's forward earnings, so investors should review the Q1 fiscal 2026 results and subsequent guidance for the operating effects of the divestiture.

Feb 9, 2026 8-K

BECTON DICKINSON & CO 8-K Report, Financial Results (Feb 9, 2026)

BD (Becton, Dickinson and Company) reported fiscal Q1 2026 results (quarter ended December 31, 2025) with revenue of $5.25 billion, up 1.6% as reported and 0.4% on a foreign-currency-neutral (FXN) basis. The top line was weighed down by Life Sciences, which fell 10.5% FXN as its Biosciences and Diagnostic Solutions businesses are being carved out. Excluding Life Sciences, 'New BD' revenue grew 2.5% FXN, with Interventional (+5.1% FXN) and Connected Care (+4.7% FXN) the strongest segments, while Medical Essentials was roughly flat (-0.6% FXN) and BioPharma Systems rose 1.0% FXN. U.S. revenue grew 2.6%, while international revenue was down 2.8% FXN. GAAP diluted EPS was $1.34, up 28.8%, though this is driven largely by lower purchase accounting charges and reduced amortization. Adjusted diluted EPS fell 15.2% to $2.91 from $3.43, reflecting the adjusted EPS basis and the removal of the Life Sciences contribution. The company said the combination of its Biosciences and Diagnostic Solutions business with Waters Corporation was expected to close the same day as the release, and management said it is now fully pivoting to New BD. Management affirmed its FY26 revenue growth guidance, which is low single-digit on an FXN basis (low single-digit plus on a reported basis, including about 120 basis points of illustrative FX benefit). It set New BD FY26 adjusted diluted EPS guidance at $12.35 to $12.65, versus an estimated ~$11.80 FY25 base excluding the divested business, which implies roughly 5% to 7% growth. The guidance excludes the impact of corporate overhead migrating to Waters, TSA income, and expected benefits from use of proceeds. Key watch items for investors include the closing and financial effects of the Waters transaction, the pace of growth in International markets, the timing of the Alaris infusion system's return to the U.S. market, and whether the New BD margin and productivity initiatives deliver. The filing also contains forward-looking statements that carry material risks, including tariffs, reimbursement pressure, and regulatory actions.

Feb 9, 2026 10-Q

BECTON DICKINSON & CO Quarterly Report for Q1 Ended Dec 31, 2025

Becton, Dickinson and Company (BDX) reported a modest increase in revenues for the fiscal first quarter ending December 31, 2025, with total revenues reaching $5.252 billion, up 1.6% from the prior year. This growth was primarily driven by favorable foreign currency impacts and moderate volume increases, despite some pricing headwinds. Net income rose to $382 million, resulting in diluted earnings per share of $1.34, a significant increase from $1.04 in the prior year, reflecting improved operational performance and the favorable impact of foreign currency. The company also announced the completion of a major transaction: the spin-off of its Biosciences and Diagnostic Solutions business, combined with Waters Corporation, which resulted in a significant cash distribution of $4 billion to BD. This strategic move is expected to reshape the company's future focus and financial structure. Operationally, the company saw varied performance across its segments. While Connected Care and Interventional segments showed strong revenue growth, driven by specific product lines like Advanced Patient Monitoring and Peripheral Intervention respectively, the Medical Essentials segment experienced slight declines. The Life Sciences segment, which is being divested, saw a notable decrease in revenues. Looking ahead, BD is prioritizing innovation, commercial excellence, and operational efficiency under its 'Excellence Unleashed' strategy. The significant cash influx from the Waters transaction provides ample opportunity for strategic deployment, including accelerated share repurchases and debt reduction, aiming to enhance shareholder value.

Feb 9, 2026 8-K

BECTON DICKINSON & CO 8-K Report, Regulation FD Disclosure (Feb 5, 2026)

BD's February 5, 2026 8-K recasts its historical revenue into five new reportable segments, effective October 1, 2025: Medical Essentials, Connected Care, BioPharma Systems, Interventional, and Life Sciences. The filing contains no new guidance or earnings results. Its purpose is to let investors model the post-reorganization business. Total FY2025 revenue (twelve months ended September 30) was $21.84 billion, up 8.2% reported and 8.1% on a currency-neutral basis. Excluding prior-year Italian medical device payback and other legal accrual reductions, growth was 7.9% reported. The headline growth is heavily inflated by the Advanced Patient Monitoring acquisition, which contributed $977 million of inorganic revenue. On an organic basis, total revenue grew 3.1% (2.9% FXN). The more informative view is "New BD", which excludes Life Sciences (Diagnostic Solutions and Biosciences), the business slated for combination with Waters Corporation. New BD adjusted revenue was $18.54 billion, up 9.8%. New BD organic revenue was $17.57 billion, up 4.0% reported and 3.9% FXN. Connected Care was the main growth driver at $4.56 billion, up 35.2%, with organic growth of 6.2%. Within the legacy portfolio, Interventional grew 4.8% to $5.22 billion, led by Urology and Critical Care (+6.1%) and Surgery (+5.3%). Medical Essentials grew 2.9% to $6.45 billion, and BioPharma Systems grew 2.2% to $2.32 billion. Life Sciences declined 1.8% to $3.30 billion. Quarterly trends show the organic growth profile is uneven. New BD organic growth was 5.1% in the December 2024 quarter, 0.6% in the March 2025 quarter, 4.3% in the June 2025 quarter, and 6.1% in the September 2025 quarter. The March quarter was the weakest, with Urology and Critical Care and BioPharma Systems soft and FX a headwind. Investors should treat the 8-K as a baseline for the new segment structure. Forward assessment will depend on Life Sciences separation timing, the durability of Advanced Patient Monitoring growth as it laps the acquisition, and organic growth in the core segments.

Feb 5, 2026 8-K

BECTON DICKINSON & CO 8-K Report, Unregistered Securities Sale (Feb 5, 2026)

Becton, Dickinson and Company (BDX) filed an 8-K report detailing the issuance of Series D Junior Participating Redeemable Preferred Stock to certain employee benefit trusts. This issuance, occurring on February 2, 2026, was conducted in reliance on the Section 4(a)(2) exemption from registration requirements. The primary purpose of this transaction is to ensure these trusts do not receive shares of Augusta SpinCo Corporation common stock in the upcoming distribution, which is a component of the previously announced Reverse Morris Trust transaction with Waters Corporation. The Series D Preferred Stock is redeemable by the Company, at its option, for shares of BDX common stock. Importantly, if the distribution of SpinCo common stock proceeds as planned, the Series D Preferred Stock will automatically be redeemed for BDX common stock. This action is a strategic maneuver related to the RMT transaction, aiming to manage the distribution of assets and to comply with the terms of the pending combination with Waters Corporation. Investors should note this is an internal restructuring measure rather than a new equity offering to the public.

Feb 5, 2026 8-K

BECTON DICKINSON & CO 8-K Report, Executive Changes (Jan 30, 2026)

Becton, Dickinson and Company (BDX) has filed an 8-K report detailing key governance and compensation-related decisions made during its 2026 Annual Meeting of Shareholders. The most significant development is the adoption of the BD Executive Severance Plan, effective January 27, 2026. This plan establishes severance benefits for designated management employees, including executive officers, in the event of termination without "Cause." The severance package varies by executive level, with the CEO receiving 1.5 times base salary and target bonus, while other senior leaders receive 1.0 times these amounts. Benefits also include pro-rated bonuses, COBRA premium contributions, and outplacement services. Additionally, shareholders approved an amendment to the 2004 Employee and Director Equity-Based Compensation Plan, increasing the available shares for awards by approximately 3.9 million. This move is intended to support ongoing equity incentives for employees and directors. The report also confirms the election of all director nominees, the ratification of Ernst & Young as the independent auditor for fiscal year 2026, and advisory approval of executive compensation. These actions signal the company's focus on executive retention, long-term incentive alignment, and robust corporate governance.

Jan 30, 2026 8-K

BECTON DICKINSON & CO 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Jan 6, 2026)

Becton, Dickinson and Company (BDX) has filed an 8-K report detailing a temporary suspension of trading for participants in its 401(k) Plan. This "blackout period" is necessary to facilitate the integration of Waters Corporation (Waters) common stock interests into the plan, following a pending transaction between the two companies. The blackout will prevent participants from making any transactions involving their holdings in the BD Common Stock Fund, including exchanges, loans, withdrawals, or distributions, for a specified period around the transaction's closing. Investors should note that this filing primarily concerns the operational mechanics of employee benefit plans and does not appear to disclose new financial performance data or significant strategic shifts beyond the integration of Waters' stock. The primary impact is on BDX employees' ability to manage their retirement savings invested in company stock during the transition. Further details on the exact timing of the blackout will be made available through Fidelity, the plan administrator.

Jan 6, 2026 8-K

BECTON DICKINSON & CO 8-K/A Report, Executive Changes (Dec 1, 2025)

Becton Dickinson & Co. (BDX) has filed an 8-K/A amendment to its previous filing, primarily detailing changes related to its Board of Directors. Effective December 1, 2025, two new directors, Mr. Huffines and Ms. Wright, have been appointed to the Board. This appointment is accompanied by a compensation package for these new directors, consisting of restricted stock units (RSUs) valued at $33,575 each. These RSUs are prorated from their appointment date through the company's 2026 Annual Meeting of Shareholders, aligning their interests with long-term shareholder value.

Dec 1, 2025 10-K

BECTON DICKINSON & CO Annual Report, Year Ended Sep 30, 2025

Becton, Dickinson and Company (BDX) reported revenues of $21.84 billion for the fiscal year ending September 30, 2025, an increase of 8.2% year-over-year. This growth was primarily driven by the acquisition of Edwards Lifesciences' Critical Care product group, now known as BD Advanced Patient Monitoring, which contributed 4.8% to the revenue increase. The company continues to navigate a dynamic market, focusing on its strategic objectives of growth, simplification, and empowerment. BD also announced its definitive agreement to combine its Biosciences and Diagnostic Solutions business with Waters Corporation in a Reverse Morris Trust transaction, expected to close by the end of the first quarter of calendar year 2026, which will result in BD shareholders owning approximately 39.2% of the combined entity. Key operational highlights include continued growth across its Medical and Interventional segments, although the Life Sciences segment experienced a slight revenue decline. The company faces ongoing challenges related to supply chain disruptions, inflation, and regulatory complexities, particularly concerning the FDA's consent decree for its Alaris infusion pump business and a recent warning letter for its dispensing quality management system. BD is actively managing these challenges and investing in innovation and operational efficiency to drive future growth and shareholder value.

Nov 25, 2025 8-K

BECTON DICKINSON & CO 8-K Report, Executive Changes (Nov 17, 2025)

Becton, Dickinson and Company (BDX) announced a board refreshment through the election of two new independent directors, Robert L. Huffines and Jacqueline Wright, effective December 1, 2025. This expansion will increase the Board size from twelve to fourteen members. Ms. Wright will join the Audit Committee and the Compensation and Human Capital Committee, while Mr. Huffines will serve on the Audit Committee and the Corporate Governance and Nominating Committee. Both directors have been determined to meet the independence requirements of the New York Stock Exchange and BD's own governance principles. This move indicates a strategic strengthening of the Board's oversight capabilities and potentially a broadening of expertise. Investors should note that the specific details of the restricted stock units to be granted to the new directors will be supplemented in a future filing, which will provide further insight into their compensation and alignment with shareholder interests. The appointment of independent directors with relevant committee assignments is generally viewed positively by the market as it can lead to improved governance and strategic decision-making.

Nov 17, 2025 8-K

BECTON DICKINSON & CO 8-K Report, Financial Results (Nov 6, 2025)

BD (Becton, Dickinson and Company) reported fiscal Q4 2025 (quarter ended September 30, 2025) revenue of $5.89 billion, up 8.3% as reported, 7.0% on a foreign-currency-neutral (FXN) basis, and 3.9% organic. GAAP diluted EPS rose 24.6% to $1.72, while adjusted diluted EPS grew 3.9% to $3.96. Growth was led by BD Medical (up 11.2% reported, 4.0% organic), driven by the Advanced Patient Monitoring business acquired from Edwards Lifesciences in September 2024, while BD Interventional grew 8.5% and BD Life Sciences grew 2.1%, with Diagnostic Solutions returning to positive growth. Biosciences declined on research-funding weakness. For full fiscal 2025, revenue reached $21.84 billion (up 8.2% reported, 7.7% adjusted FXN, 2.9% organic). GAAP EPS fell 0.7% to $5.82, reflecting heavy purchase-accounting amortization, product and legal charges, and separation costs tied to the planned Waters combination. Adjusted diluted EPS rose 9.6% to $14.40, and adjusted operating margin expanded 80 basis points to 25.0%, while GAAP operating margin fell 10 basis points to 11.8%. Free cash flow was supported by $3.43 billion of operating cash flow less $760 million of capex, and the company returned $2.2 billion to shareholders through dividends and buybacks. For fiscal 2026, BD guided to low single-digit reported revenue growth (about 90 basis points of illustrative FX tailwind on top of low single-digit FXN growth) and adjusted diluted EPS of $14.75 to $15.05, implying roughly 2.4% to 4.5% growth. Management reaffirmed that the Biosciences and Diagnostic Solutions combination with Waters is expected to close around the end of calendar Q1 2026, which would create 'New BD.' Investors should weigh the solid margin expansion against modest organic growth, the gap between GAAP and adjusted earnings, and the execution risks around the Waters transaction, the Alaris infusion system's U.S. return to market, and China volume-based procurement.

Nov 6, 2025 8-K

BECTON DICKINSON & CO 8-K Report, Financial Results (Oct 15, 2025)

On October 15, 2025, BD (Becton, Dickinson and Company) disclosed that Chief Financial Officer Christopher DelOrefice will leave the company effective December 5, 2025, to pursue a new professional opportunity. Vitor Roque, Senior Vice President of Finance, Business Units and Corporate FP&A, has been named interim CFO effective upon DelOrefice's departure, and the company is searching for a permanent successor. The filing states the departure is not related to any disagreement on financial statements, internal controls, operations, policies or practices. Alongside the leadership change, BD furnished preliminary, unaudited fiscal Q4 and full-year 2025 revenue. Fiscal Q4 revenue was approximately $5.9 billion, up 8.3% reported, 7.0% currency-neutral and 3.9% organic. Full-year revenue was approximately $21.8 billion, up 8.2% reported, 7.7% adjusted currency-neutral and 2.9% organic. Management said results were hurt more than expected by Pharmaceutical Systems (vaccines) and Biosciences academic and government research, while BD Interventional, Advanced Patient Monitoring and Medication Delivery Solutions grew strongly. The company expects full-year FY2025 adjusted diluted EPS at or above the midpoint of prior guidance. For investors, the key takeaways are the CFO transition during a period of strategic repositioning, the softer organic growth in certain end markets, and the reliance on preliminary, unaudited figures that may change at final close. Management plans to discuss FY2026 expectations and its 'New BD' strategy on the November 6, 2025 earnings call. The filing also references the proposed combination of BD's Biosciences and Diagnostic Solutions business with Waters, which carries completion uncertainty.

Oct 15, 2025 8-K

BECTON DICKINSON & CO 8-K Report, Material Agreement (Sep 18, 2025)

Becton, Dickinson and Company (BDX) has entered into a third amended and restated credit agreement, enhancing its financial flexibility. This new agreement, effective September 16, 2025, provides the company with a senior unsecured revolving credit facility totaling $2.75 billion, with an option to increase it to $3.25 billion. The facility matures in September 2030 and includes subfacilities for letters of credit and swingline loans, with potential extensions available. This refinancing effort signals a proactive approach to managing its capital structure. The increased borrowing capacity can support general corporate purposes, strategic initiatives, and potential future acquisitions. The facility's terms include customary covenants, with a maximum Leverage Ratio of 4.25:1.00, stepping up to 4.75:1.00 following a material acquisition, providing flexibility while maintaining financial discipline.

Sep 18, 2025 8-K

BECTON DICKINSON & CO 8-K Report, Financial Results (Aug 7, 2025)

BD (Becton, Dickinson and Company) reported fiscal Q3 2025 results (quarter ended June 30, 2025) that beat on margin and EPS. Reported revenue rose 10.4% to $5.5 billion, while organic growth was a more modest 3.0%. Growth was inflated by the Advanced Patient Monitoring (Critical Care from Edwards) acquisition, which contributed about $278 million of inorganic revenue. Adjusted revenue grew 8.9% (8.5% FX-neutral) after excluding roughly $67 million of prior-year-related Italian medical device payback and legal accruals in the comparison base. GAAP operating income rose 46.6% to $882 million, and GAAP gross margin expanded 160 basis points to 47.8%. Adjusted gross margin rose 50 basis points to 54.8%, and adjusted operating income grew 11.3% to $1.42 billion. Profitability was the bright spot. GAAP diluted EPS was $2.00, up 19.0%, and adjusted diluted EPS was $3.68, up 5.1% (4.6% FX-neutral). Management raised full-year FY2025 adjusted EPS guidance to $14.30–$14.45 from $14.06–$14.34, about 9.4% growth at the midpoint, and reaffirmed organic revenue growth of 3.0%–3.5%. Management noted that incremental selling and marketing investment is planned for Q4, which may temper the margin trajectory. Segment performance was mixed: BD Medical grew 14.4% reported but only 3.2% organically, Interventional grew 7.2%, and Life Sciences declined 0.5% (organic -1.1%), with Biosciences and Diagnostic Solutions weak. The balance sheet and cash flow warrant attention. Nine-month operating cash flow fell to $2.08 billion from $2.67 billion, with working capital and other items a drag of $942 million. The company repurchased $750 million of stock in the nine months and expects to complete the remaining $250 million of its $1 billion buyback by fiscal year-end. Cash fell to $735 million from $1.7 billion, and long-term debt was $17.5 billion. Management also announced a definitive agreement to combine the Biosciences and Diagnostic Solutions business with Waters Corporation, which is a key strategic event that remains subject to closing risk.

Aug 7, 2025 10-Q

BECTON DICKINSON & CO Quarterly Report for Q3 Ended Jun 30, 2025

Becton, Dickinson and Company (BDX) reported solid revenue growth for the third quarter of fiscal year 2025, with total revenues reaching $5.509 billion, a 10.4% increase year-over-year. This growth was significantly bolstered by the acquisition of Advanced Patient Monitoring and organic growth across its Medical and Interventional segments, which offset a slight decline in Life Sciences revenue. Diluted earnings per share also saw an increase to $2.00 from $1.68 in the prior-year period, demonstrating improved profitability. The company continues to execute its BD 2025 strategy, focusing on growth, simplification, and empowerment, and is strategically managing its capital through dividends and share repurchases. A significant strategic development is the definitive agreement to combine BD's Biosciences and Diagnostic Solutions business with Waters Corporation, structured as a Reverse Morris Trust. This transaction is expected to create a focused life science and diagnostics leader, with BD receiving a substantial cash distribution. While the transaction is projected to be tax-free for BD and its shareholders, its completion is subject to regulatory and shareholder approvals and is anticipated around the end of the first quarter of calendar year 2026. Management remains focused on navigating global economic factors and supply chain dynamics while pursuing innovation and operational efficiency.

Aug 7, 2025 8-K

BECTON DICKINSON & CO 8-K Report, Material Agreement (Jul 14, 2025)

Becton, Dickinson and Company (BDX) has entered into definitive agreements to combine its Biosciences and Diagnostic Solutions business with Waters Corporation through a Reverse Morris Trust transaction. This strategic move involves separating the target business into a new entity, SpinCo, which will then merge with a subsidiary of Waters. As a result of this transaction, BDX will receive approximately $4 billion in cash, and its shareholders will own a 39.2% stake in the combined Waters entity. This transaction is expected to reshape BDX's business portfolio and provide significant capital for future endeavors. The deal has received unanimous approval from the Boards of Directors of both BDX and Waters. The transaction is structured through a separation of BDX's relevant business, a cash distribution to BDX, a spin-off of the new entity to BDX shareholders, and a subsequent merger with a Waters subsidiary. The consummation of this transaction is subject to various closing conditions, including regulatory approvals and the satisfaction of financing conditions.

Jul 14, 2025 8-K

BECTON DICKINSON & CO 8-K Report, Regulation FD Disclosure (Jul 14, 2025)

On July 14, 2025, Becton, Dickinson and Company (BD) and Waters Corporation (WAT) announced definitive agreements to combine BD's Biosciences & Diagnostic Solutions business with Waters in a tax-efficient Reverse Morris Trust transaction valued at approximately $17.5 billion. BD's Biosciences & Diagnostic Solutions business will be spun off to BD shareholders and simultaneously merged into a Waters subsidiary. Post-closing, Waters shareholders will own approximately 60.8% of the combined company and BD shareholders approximately 39.2%. BD will receive a cash distribution of roughly $4 billion, of which it has committed to use at least half for share repurchases and the remainder for debt repayment. The transaction values the business at about 18.9x CY2025 EBITDA, based on Waters' 20-day VWAP as of July 11, 2025. The combined company is projected to have pro forma 2025 revenue of about $6.5 billion and adjusted EBITDA of about $2.0 billion, with management targeting roughly $345 million in annualized EBITDA synergies by 2030 ($200 million cost synergies by year three and $290 million revenue synergies by year five). Management expects mid-to-high single-digit revenue growth, roughly 500 basis points of adjusted operating margin expansion, and mid-teens adjusted EPS growth, with the deal accretive to adjusted EPS in year one. Waters expects to assume about $4 billion of incremental debt, implying a 2.3x net debt-to-adjusted EBITDA leverage ratio at closing. The transaction is expected to close around the end of Q1 2026, subject to regulatory approvals and Waters shareholder approval. For BD, the filing frames the deal as a step in its strategic refocus toward a pure-play medical technology company, which BD refers to as 'New BD.' New BD is expected to have about $17.8 billion in FY24 revenue, a targeted investment of roughly $1 billion in annual R&D, and a long-term net leverage target of about 2.5x. Investors should note that the deal is subject to significant execution risks, and that the carve-out EBITDA in BD's standalone financials is expected to be about $300 million lower than the $925 million figure cited for the business, due to allocated corporate overhead and one-time costs.

Jul 14, 2025 8-K

BECTON DICKINSON & CO 8-K Report, Regulation FD Disclosure (Jun 16, 2025)

Becton, Dickinson and Company (BDX) filed this Form 8-K on June 16, 2025 to furnish a Notice of Pendency and Proposed Settlement of a consolidated stockholder derivative action (In re Becton, Dickinson and Company Stockholder Derivative Litigation, D.N.J., together with the related Lotz v. Burzik state court action). The filing is a Regulation FD disclosure, not a financial results report, and it contains no new earnings, guidance, or balance sheet information. The derivative suits alleged that officers and directors made misleading statements between November 2019 and February 2020 about software defects and FDA scrutiny of the Alaris infusion pump system, and that they harmed the company as a result. Defendants deny all wrongdoing. The proposed settlement provides for a $9.0 million payment from directors' and officers' insurance carriers into a settlement fund, which would flow to the company after plaintiffs' counsel fees (requested at $3.47 million) and notice costs are paid. BD has also agreed to adopt corporate governance modifications within 60 days of final approval, to be maintained for at least four years. Because this is a derivative action, no class-wide monetary payment goes to shareholders. The Court is scheduled to hold a settlement hearing on August 11, 2025, and the settlement remains subject to court approval and the satisfaction of conditions in the stipulation. For investors, the filing is primarily a governance and litigation-closure event. The monetary recovery is modest relative to the company's size, and the principal economic effect is the removal of an overhang from the Alaris-related litigation, paired with stronger governance commitments. Investors should watch the August 2025 hearing and any objections for final resolution.

Jun 16, 2025 8-K

BECTON DICKINSON & CO 8-K Report, Bylaw Amendment (May 2, 2025)

Becton, Dickinson and Company (BDX) has filed an 8-K report to announce an amendment to its By-laws, effective April 29, 2025. The primary focus of these amendments is to update procedural and disclosure requirements concerning advance notice for shareholder nominations and other business at annual meetings. These revisions are particularly noteworthy for aligning with Rule 14a-19 of the Securities Exchange Act of 1934, which governs proxy solicitations and related disclosures. While these changes do not directly impact the company's financial performance or strategic operations in the immediate term, they are crucial for corporate governance and shareholder engagement. Investors should view these amendments as a proactive step by the Board of Directors to ensure compliance with evolving regulatory requirements and to maintain transparent processes for shareholder participation in annual meetings. The amendments also include updates to defined terms, order of business, and officer appointment provisions, suggesting a broader effort to modernize and clarify the Company's governing documents.

May 2, 2025 8-K

BECTON DICKINSON & CO 8-K Report, Financial Results (May 1, 2025)

BD (Becton, Dickinson and Company) reported fiscal Q2 2025 results (quarter ended March 31, 2025) with revenue of $5.27 billion, up 4.5% as reported, 6.0% currency-neutral, but only 0.9% organic. Growth was driven largely by the Advanced Patient Monitoring (Critical Care) acquisition from Edwards Lifesciences, which contributed $257 million of inorganic revenue. GAAP diluted EPS fell 42.2% to $1.07, mainly due to $551 million of pre-tax purchase accounting charges, restructuring costs, and product remediation and legal items. Adjusted diluted EPS rose 5.7% to $3.35, beating the company's earnings expectations on gross margin improvement. Operating income on a GAAP basis dropped 25.5% to $546 million, and net income fell to $308 million from $537 million. Management updated fiscal 2025 guidance. Reported revenue is now expected at $21.8-$21.9 billion, with organic growth lowered to 3.0%-3.5% from 4.0%-4.5%. Before tariffs, adjusted EPS guidance was held at $14.30-$14.60. After an estimated tariff impact of about $0.25, the revised adjusted EPS range is $14.06-$14.34, implying roughly 7.0%-9.1% growth. Management stated that operational strength is offsetting the organic revenue reduction, but the tariff estimate is based on programs announced as of April 30 and may change as trade policy evolves. Balance sheet and cash flow show increased financial pressure. Cash fell to $667 million from $1.717 billion at fiscal year-end, and current debt obligations are $1.6 billion. Six-month operating cash flow declined to $857 million from $1.369 billion, while dividends ($600 million) and buybacks ($750 million) continued. Shareholders' equity declined to $25.2 billion, and long-term debt is $17.7 billion. BD also announced a plan to invest $2.5 billion in U.S. manufacturing over five years and continues to pursue the separation of its Biosciences and Diagnostic Solutions business. Investors should weigh the weak organic growth, the tariff exposure, and the lower cash generation against the margin expansion story.

May 1, 2025 10-Q

BECTON DICKINSON & CO Quarterly Report for Q2 Ended Mar 31, 2025

Becton Dickinson & Co. (BDX) reported revenues of $5.272 billion for the third quarter of fiscal year 2025, a 4.5% increase year-over-year. This growth was primarily driven by the acquisition of Advanced Patient Monitoring and solid performance in the Medical and Pharmaceutical Systems segments, though partially offset by challenges in the Life Sciences and Interventional segments. Net income for the quarter was $308 million, down from $537 million in the prior year period, resulting in diluted EPS of $1.07 compared to $1.85. The company announced its intention to separate its Biosciences and Diagnostic Solutions businesses, a move expected to be completed in fiscal year 2026, which aims to unlock shareholder value. Despite revenue growth, the decrease in net income was influenced by factors including purchase accounting adjustments, increased restructuring costs, and higher interest expenses related to recent acquisitions. BDX's balance sheet shows $8.67 billion in current assets and $7.69 billion in current liabilities as of March 31, 2025. The company generated $857 million in net cash from operating activities for the first six months of fiscal year 2025, a decrease from $1.369 billion in the prior year, attributed to changes in working capital, including higher inventory levels and lower accounts payable and accrued expenses. Significant financing activities included $876 million in debt payments and $750 million in share repurchases. The company continues to return capital to shareholders through dividends, with $600 million paid in the first six months of fiscal year 2025.

May 1, 2025 8-K

BECTON DICKINSON & CO 8-K Report, Executive Changes (Mar 27, 2025)

Becton, Dickinson and Company (BDX) announced a change to its Board of Directors, appointing Gregory J. Hayes as a new director effective March 26, 2025. This appointment also led to an expansion of the Board from eleven to twelve members. Mr. Hayes, deemed independent under NYSE and BD's governance rules, will bring his expertise to both the Audit Committee and the Compensation and Human Capital Committee. This move signifies a strengthening of the Board's oversight and strategic guidance capabilities. In conjunction with his appointment, Mr. Hayes will receive restricted stock units valued at $180,836. This compensation is structured as a prorated grant, reflecting his service from the election date until the 2026 Annual Meeting of Shareholders. Investors can anticipate further details on director compensation within BD's 2025 Annual Meeting proxy statement. The addition of Mr. Hayes is likely aimed at leveraging his experience to support BD's ongoing business objectives and corporate governance practices.

Mar 27, 2025 10-Q

BECTON DICKINSON & CO Quarterly Report for Q1 Ended Dec 31, 2024

Becton Dickinson & Co. (BDX) reported a 9.8% increase in revenue for the first quarter of fiscal year 2025, reaching $5.168 billion, driven by a 5.7% boost from the recent acquisition of Advanced Patient Monitoring and organic growth across its segments. Net income grew to $303 million ($1.04 EPS) from $281 million ($0.97 EPS) in the prior year's quarter, indicating a positive trend in profitability. The company also announced its intention to separate its Biosciences and Diagnostic Solutions businesses, aiming to enhance shareholder value. This strategic move, expected to be completed in fiscal year 2026, suggests a focus on optimizing its portfolio and unlocking potential value. While the company navigates various legal and regulatory matters, including ongoing product liability claims and FDA inquiries, its financial performance shows resilience, supported by strong operational execution and strategic acquisitions.

Feb 6, 2025 8-K

BECTON DICKINSON & CO 8-K Report, Financial Results (Feb 5, 2025)

BD (Becton, Dickinson and Company) reported fiscal Q1 2025 results (quarter ended December 31, 2024) that beat its internal expectations on revenue, margin, and earnings. Revenue rose 9.8% reported to $5.168 billion (9.6% currency-neutral, 3.9% organic). GAAP diluted EPS was $1.04 (up 8.3%), while adjusted diluted EPS was $3.43 (up 28.0%). The reported-to-adjusted gap is large, driven mainly by $570 million in pre-tax purchase accounting adjustments, largely from the Edwards Lifesciences Critical Care (Advanced Patient Monitoring) acquisition. Net income was $303 million versus $281 million a year earlier, and operating income rose only 3.2%. Interest expense climbed 39% to $155 million, reflecting acquisition financing. BD raised the midpoint of its FY25 adjusted EPS guidance to $14.30 to $14.60 (about 10% growth), an operational increase of $0.175 that more than offset roughly $0.15 of translational currency headwind. GAAP revenue guidance was lowered to $21.7 to $21.9 billion from $21.9 to $22.1 billion, largely because the prior-year guidance base was restated after a $67 million revenue adjustment tied to Italian medical device payback legislation. The most consequential disclosure is the board's unanimous authorization for management to pursue a separation of the Biosciences and Diagnostic Solutions business from the rest of BD. Management plans to provide more specifics by the end of fiscal 2025 and to target completion in fiscal 2026. Options under consideration include a Reverse Morris Trust, sale, or spin-off. The separated business is expected to generate about $3.4 billion in fiscal 2024 revenue with roughly 30% adjusted EBITDA margins, while "New BD" would have about $17.8 billion of comparable revenue organized into four segments: Medical Essentials, Connected Care, BioPharma Systems, and Interventional. BD also postponed its February 26, 2025 Investor Day. Investors should note that the separation carries execution risk, and no assurance was given on form, terms, or timing. The filing also disclosed a $175 million accrual for an SEC investigation related to reporting issues involving BD Alaris infusion pumps. Balance sheet metrics show total debt falling to about $18.8 billion from $20.1 billion after $875 million of debt repayments in the quarter. Cash and equivalents fell to $711 million from $1.717 billion, and BD repurchased $750 million of stock. Management also authorized up to 10 million additional repurchase shares.

Feb 5, 2025 8-K

BECTON DICKINSON & CO 8-K Report, Shareholder Vote Results (Jan 31, 2025)

Becton Dickinson & Co. (BDX) has filed an 8-K reporting the results of its 2025 Annual Meeting of Shareholders held on January 28, 2025. The key outcomes include the overwhelming re-election of all director nominees, demonstrating continued shareholder confidence in the current board's leadership and strategy. Additionally, shareholders overwhelmingly ratified the appointment of Ernst & Young as the company's independent registered public accounting firm for fiscal year 2025, a crucial step for financial oversight and reporting integrity. Furthermore, the compensation of BDX's named executive officers was approved on an advisory, non-binding basis. While the majority voted in favor, the level of opposition and abstentions warrants attention from management to understand any underlying shareholder concerns regarding executive pay. Overall, the meeting signifies stable governance and a positive outlook on the company's financial auditing and executive compensation policies, with a minor area for management to address.

Jan 31, 2025 8-K

BECTON DICKINSON & CO 8-K Report, Executive Changes (Jan 10, 2025)

BD (Becton, Dickinson and Company) filed an 8-K on January 10, 2025 disclosing the appointment of Pamela L. Spikner as Senior Vice President, Chief Accounting Officer and Controller, effective January 20, 2025. Spikner, 48, previously served as Chief Accounting Officer at R1 RCM since July 2021, and before that held roles at Hill-Rom Holdings and Exelon Corporation. She is a CPA and CIA and began her career at PwC. She will be responsible for all accounting policy and financial reporting and will report to CFO Christopher DelOrefice. Until BD files its Form 10-Q for the quarter ended December 31, 2024, DelOrefice will continue to serve as interim principal accounting officer, after which Spikner assumes the principal accounting officer role. The filing discloses no arrangements or understandings tied to her appointment, no family relationships with directors or executive officers, and no related person transactions requiring disclosure under Item 404(a). For investors, this is a routine leadership change in the finance function rather than a material event. The filing contains no financial results, guidance, compensation terms, or operational updates. The main points to watch are continuity in financial reporting during the transition and whether the handover to Spikner proceeds smoothly ahead of the upcoming periodic filings.

Jan 10, 2025 10-K

BECTON DICKINSON & CO Annual Report, Year Ended Sep 30, 2024

Becton, Dickinson and Company (BDX) reported revenues of $20.178 billion for the fiscal year ended September 29, 2024, representing a 4.2% increase year-over-year. This growth was driven by strong performance across its Medical, Life Sciences, and Interventional segments, notably boosted by the recent acquisition of Edwards Lifesciences' Critical Care product group. The company highlighted strategic objectives centered on growth, simplification, and empowerment, with a focus on innovation in smart devices, robotics, and AI. While facing some headwinds from market dynamics in China and inflationary pressures on labor and materials, BD demonstrated resilience with robust operating income and significant cash flow from continuing operations. The company continued to return value to shareholders through dividends and share repurchases. BD is actively managing various risks, including supply chain disruptions, regulatory scrutiny (particularly with its Alaris infusion pump business and a recent FDA warning letter for dispensing products), and cybersecurity threats. The company's proactive approach to risk management and commitment to innovation position it for continued development in the global medical technology market.

Nov 27, 2024 8-K

BECTON DICKINSON & CO 8-K Report, Financial Results (Nov 7, 2024)

BD (Becton, Dickinson and Company) reported fiscal Q4 and full-year 2024 results (quarter ended September 30, 2024) that showed solid top-line growth, sharp margin and cash flow improvement, and FY25 guidance that embeds a large acquisition contribution. Q4 revenue rose 6.9% as reported to $5.44 billion (6.2% organic), with BD Medical up 11.1% led by Medication Management Solutions and the newly acquired Advanced Patient Monitoring (Edwards Critical Care) business, which contributed only about one month of revenue. Q4 GAAP diluted EPS from continuing operations was $1.45, up 173.6%, but this comparison is flattered by a prior-year $563 million product remediation charge; adjusted EPS grew a more modest 11.4% to $3.81. Operating income rose 86% to $650 million, largely on the lapping of that prior-year charge. For the full year, revenue grew 4.2% to $20.2 billion (5.0% organic), adjusted diluted EPS rose 7.6% to $13.14, and free cash flow grew 47.4% to $3.1 billion. Balance sheet leverage increased meaningfully: long-term debt reached $17.9 billion, up from $14.7 billion, to fund the roughly $3.9 billion Critical Care acquisition. Management guided FY25 GAAP revenue growth of 8.9% to 9.4% (about $21.9 to $22.1 billion), with organic growth of only 4.0% to 4.5%, implying that acquisitions add roughly 475 basis points. Adjusted EPS guidance of $14.25 to $14.60 implies about 8.5% to 11% growth. Investors should note that organic growth guidance includes an approximately 125 basis point headwind from China and bioscience/pharma market dynamics, and that the company disclosed a $175 million accrual for an SEC investigation related to Alaris pump reporting, with potential exposure that could exceed the accrued amount.

Nov 7, 2024 8-K

BECTON DICKINSON & CO 8-K Report, Regulation FD Disclosure (Oct 2, 2024)

On October 2, 2024, Becton, Dickinson and Company (BD, NYSE: BDX) disclosed in an 8-K that it has reached an agreement to resolve the vast majority of its existing hernia litigation, covering cases in both the Rhode Island consolidated litigation and the federal multidistrict litigation in Ohio. The settlement terms are confidential, and the aggregate settlement amount falls within BD's existing product litigation reserve for this matter, meaning it is already recorded as a liability on the consolidated balance sheet. Management states that the settlement will not result in an incremental charge to the consolidated income statement. The payout will occur over a multi-year period. BD says this structure was already contemplated in its cash flow planning and included in its previously communicated free cash flow goals and capital allocation strategy, so management expects no change to those targets. The hernia mass tort litigation represents a large majority of BD's total product litigation reserve, so the resolution materially reduces one of the company's most significant overhangs. BD explicitly states there is no admission of liability or wrongdoing and that it continues to dispute the allegations. The company will continue to defend cases not covered by the agreement. Investors should note that the settlement's effectiveness depends on plaintiff participation levels reaching thresholds that would prevent BD from terminating the deal, and that unresolved or future claims, appeals, or challenges could still affect outcomes.

Oct 2, 2024 8-K

BECTON DICKINSON & CO 8-K Report, Executive Changes (Aug 30, 2024)

Becton Dickinson & Co. (BDX) has announced a key executive leadership change, effective August 30th, 2024. Thomas Spoerel will transition from his role as Principal Accounting Officer to Senior Vice President, CFO Regions. In this new capacity, Spoerel will lead the financial integration of the recently announced acquisition of Edwards Lifesciences' Critical Care product group. This move signals a strategic focus on integrating the new business and leveraging regional finance leadership. Following Spoerel's departure from the Principal Accounting Officer role, Christopher DelOrefice, Executive Vice President and Chief Financial Officer, will assume these responsibilities on an interim basis. This appointment is designed to ensure continuity in financial reporting and oversight during this transition period. Investors should monitor the progress of the Edwards Life Sciences acquisition integration and its impact on BDX's financial performance.

Aug 30, 2024 10-Q

BECTON DICKINSON & CO Quarterly Report for Q3 Ended Jun 30, 2024

Becton Dickinson and Company (BDX) reported solid revenue growth in the third quarter of fiscal year 2024, with total revenues reaching $4.99 billion, a 2.3% increase year-over-year. This growth was driven by strong performance in the Medical and Interventional segments, particularly in Medication Delivery Solutions and Urology and Critical Care, respectively. Net income for the quarter was $487 million, resulting in diluted earnings per share of $1.68, an improvement from $1.36 in the prior year's quarter. The company continues to strengthen its financial position, demonstrated by a significant increase in cash and equivalents and the successful issuance of new debt to fund strategic initiatives. A significant development during the quarter was the announcement of the definitive agreement to acquire Edwards Lifesciences' Critical Care product group for $4.2 billion. This strategic acquisition is expected to enhance BD's smart connected care solutions and is anticipated to close by the end of calendar year 2024, subject to regulatory approvals. The company also provided updates on ongoing legal matters, including product liability claims and regulatory investigations, noting a $50 million charge related to an SEC investigation into Alaris infusion pumps. Overall, BDX demonstrated resilience and strategic foresight, balancing operational execution with significant growth opportunities.

Aug 1, 2024 8-K

BECTON DICKINSON & CO 8-K Report, Financial Results (Aug 1, 2024)

BD reported fiscal Q3 2024 (quarter ended June 30, 2024) results with reported revenue of $4.99 billion, up 2.3% (2.9% foreign-currency neutral), and adjusted revenue of $5.06 billion, up 3.7% (4.3% FXN). Adjusted revenue excludes $67 million of accruals tied to Italian medical device payback legislation and another legal matter, which mostly relate to prior fiscal years. Organic revenue growth was 5.2% on a foreign-currency-neutral basis. GAAP diluted EPS rose 23.5% to $1.68 and adjusted diluted EPS rose 18.2% to $3.50. GAAP net income was $487 million versus $407 million a year earlier, helped by a much lower income tax provision ($13 million versus $64 million). Growth was led by BD Medical (+5.1% reported), with strong Medication Management Solutions (Alaris infusion) and Biologics and GLP-1 results, and BD Interventional (+1.8%) benefiting from double-digit growth in Surgery and PureWick. BD Life Sciences grew 2.7%, with Integrated Diagnostic Solutions up 4.5% and Biosciences down 1.4%. Year-to-date cash generation was a standout. Net cash from continuing operating activities was $2.67 billion, up 60%, and free cash flow was $2.24 billion, up 106%. BD raised its fiscal 2024 adjusted diluted EPS guidance by 5 cents at the midpoint to $13.05–$13.15, citing margin performance. However, it trimmed its organic revenue growth guidance to 5.0%–5.25% from 5.5%–6.25%, and GAAP revenue growth guidance is now about 3.7%. The filing also discloses a definitive agreement to acquire Edwards Lifesciences' Critical Care Product Group for $4.2 billion, and a $50 million accrual for an SEC investigation related to Alaris pump reporting issues, with the company noting the final liability could significantly exceed the accrued amount. For investors, the key tension is between strong margin execution and cash flow on one side and softer top-line guidance on the other. Management attributes the lower revenue outlook to market dynamics, including China volume-based procurement, customer inventory de-stocking, and transitory softness in BD Biosciences instrument demand. Investors will want to watch the pace of the Alaris return to the U.S. market, the outcome of the SEC matter, and how the pending Edwards acquisition is financed and integrated, given that long-term debt rose to $18.1 billion from $14.7 billion at fiscal year-end 2023.

Aug 1, 2024 8-K

BECTON DICKINSON & CO 8-K Report, Material Agreement (Jul 12, 2024)

Becton, Dickinson and Company (BDX) announced on July 11, 2024, that it has successfully extended its senior unsecured revolving credit facility by one year. The facility, originally set to expire in September 2026, will now mature in September 2027. This extension, agreed upon by lenders on July 9, 2024, maintains the existing $2.75 billion credit line, which can be increased by an additional $500 million under certain conditions. This extension provides BDX with continued financial flexibility for general corporate purposes and reinforces its access to liquidity. The credit facility remains a crucial component of the company's financial strategy, with covenants tied to its Leverage Ratio and customary events of default. The ability to extend further for an additional year is also noted, subject to lender consent.

Jul 12, 2024 8-K

BECTON DICKINSON & CO 8-K Report, Material Agreement (Jun 7, 2024)

Becton, Dickinson and Company (BDX) has announced significant financing activities through multiple debt offerings, including €1 billion in 3.828% Notes due 2032, €800 million in 4.029% Notes due 2036 issued by its subsidiary Becton Dickinson Euro Finance S.à r.l. (guaranteed by BDX), and $600 million in 5.081% Notes due 2029. The primary purpose of these offerings is to fund the cash consideration for the anticipated acquisition of Edwards Lifesciences Corporation's Critical Care business, along with associated fees, expenses, and general corporate purposes. While these offerings are not contingent on the acquisition's completion, their proceeds are earmarked for this strategic move.

Jun 7, 2024 8-K

BECTON DICKINSON & CO 8-K Report, Regulation FD Disclosure (Jun 3, 2024)

On June 3, 2024, Becton, Dickinson and Company (BD) disclosed a definitive agreement to acquire Edwards Lifesciences' Critical Care product group for $4.2 billion in cash. Critical Care is a high-growth advanced patient monitoring business that invented the hemodynamic monitoring category, generated more than $900 million in 2023 revenue, employs about 4,500 people (mostly in Irvine, California), and has a reported 5-year revenue CAGR of roughly 7% with about 80% recurring revenue. The business will operate as a separate unit within BD's Medical segment, led by Katie Szyman. BD expects the deal to be immediately accretive to revenue growth, adjusted gross margin, adjusted operating margin, and adjusted EPS. Management projects durable revenue growth of about 6% to 7%, year-one adjusted gross margin of at least 60%, and adjusted operating margins of at least 25% that rise over time. Moderate cost synergies are expected mainly from cost of goods sold, supply chain, and G&A. The company describes the deal as a strong return profile that exceeds its cost of capital well ahead of typical benchmarks. The transaction is funded with roughly $1 billion of cash and $3.2 billion of new debt. Pro forma net leverage at closing is expected to be about 3x, with a plan to return to the 2.5x long-term target within 12 to 18 months through free cash flow debt repayment. Closing is expected before the end of calendar 2024, subject to customary regulatory reviews and closing conditions. Investors should weigh the near-term leverage increase and integration execution against the growth and margin profile of the acquired business.

Jun 3, 2024 10-Q

BECTON DICKINSON & CO Quarterly Report for Q2 Ended Mar 31, 2024

Becton Dickinson & Co. (BDX) reported solid revenue growth for the third quarter of fiscal year 2024, with total revenues increasing by 4.6% year-over-year to $5.045 billion. This growth was driven by broad-based strength across its segments, particularly the Interventional segment, which saw a 9.0% increase in revenue, and the Medical segment's 3.8% rise. Net income applicable to common shareholders rose to $537 million from $438 million in the prior year, and diluted Earnings Per Share (EPS) improved to $1.85 from $1.53. The company's financial condition remains robust, with operating cash flows of $1.369 billion for the first six months of fiscal 2024. BDX also continued to return capital to shareholders through dividends, distributing $550 million. Despite some headwinds such as increased raw material and labor costs, and specific market dynamics in China, the company demonstrated effective cost management, with selling, general, and administrative expenses decreasing as a percentage of revenue. The company's outlook remains focused on its BD 2025 strategy centered on growth, simplification, and empowerment.

May 2, 2024