bdx-20231231

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended December 31, 2023


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

For the transition period from to

Commission file number 001-4802

Becton, Dickinson and Company

(Exact name of registrant as specified in its charter)

New Jersey

22-0760120

(State or other jurisdiction of
incorporation or organization)

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

1 Becton Drive,

Franklin Lakes,

New Jersey

07417-1880

(201)

847-6800

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code)

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

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common stock, par value $1.00

BDX

New York Stock Exchange

1.900% Notes due December 15, 2026

BDX26

New York Stock Exchange

3.020% Notes due May 24, 2025

BDX25

New York Stock Exchange

1.208% Notes due June 4, 2026

BDX/26A

New York Stock Exchange

1.213% Notes due February 12, 2036

BDX/36

New York Stock Exchange

0.034% Notes due August 13, 2025

BDX25A

New York Stock Exchange

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

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

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

☐

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

There were 288,902,232 shares of Common Stock, $1.00 par value, outstanding at December 31, 2023.

BECTON, DICKINSON AND COMPANY

FORM 10-Q

For the quarterly period ended December 31, 2023

TABLE OF CONTENTS


		Page Number
Part I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Income	3
	Condensed Consolidated Statements of Comprehensive Income	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34

Part II.	OTHER INFORMATION

Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	38

Signatures		39

ITEM 1. FINANCIAL STATEMENTS

BECTON, DICKINSON AND COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Millions of dollars, except per share data

(Unaudited)


	Three Months Ended December 31,
	2023		2022
Revenues	$	4,706	$	4,586
Cost of products sold	2,679		2,453
Selling and administrative expense	1,213		1,187
Research and development expense	290		313
Integration and restructuring expense	75		44
Other operating expense, net	11		3
Total Operating Costs and Expenses	4,267		4,001
Operating Income	439		585
Interest expense	(111)		(102)
Interest income	34		6
Other expense, net	(4)		(8)
Income Before Income Taxes	359		481
Income tax provision (benefit)	77		(28)


Net Income	281		509
Preferred stock dividends	—		(23)
Net income applicable to common shareholders	$	281	$	486




Basic Earnings per Share	$	0.97	$	1.71




Diluted Earnings per Share	$	0.96	$	1.70

Dividends per Common Share	$	0.95	$	0.91

Amounts may not add due to rounding.

See notes to condensed consolidated financial statements

BECTON, DICKINSON AND COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Millions of dollars

(Unaudited)


	Three Months Ended December 31,
	2023		2022
Net Income	$	281	$	509
Other Comprehensive Income (Loss), Net of Tax
Foreign currency translation adjustments	40		(80)
Defined benefit pension and postretirement plans	12		11
Cash flow hedges	(18)		(3)
Other Comprehensive Income (Loss), Net of Tax	33		(72)
Comprehensive Income	$	314	$	437

Amounts may not add due to rounding.

See notes to condensed consolidated financial statements

BECTON, DICKINSON AND COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

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


	December 31, 2023		September 30, 2023
Assets	(Unaudited)
Current Assets:
Cash and equivalents	$	1,180	$	1,416
Restricted cash	54		65
Short-term investments	2		8
Trade receivables, net	2,267		2,534
Inventories:
Materials	776		714
Work in process	368		381
Finished products	2,160		2,178
	3,304		3,273

Prepaid expenses and other	1,349		1,380

Total Current Assets	8,156		8,676
Property, Plant and Equipment	13,899		13,578
Less allowances for depreciation and amortization	7,253		7,021
Property, Plant and Equipment, Net	6,647		6,557
Goodwill	24,597		24,522
Developed Technology, Net	7,807		8,058
Customer Relationships, Net	2,252		2,338
Other Intangibles, Net	555		552

Other Assets	2,259		2,078

Total Assets	$	52,274	$	52,780
Liabilities and Shareholders’ Equity
Current Liabilities:
Current debt obligations	$	2,016	$	1,141
Payables, accrued expenses and other current liabilities	5,524		5,500


Total Current Liabilities	7,540		6,641
Long-Term Debt	14,094		14,738
Long-Term Employee Benefit Obligations	894		1,023
Deferred Income Taxes and Other Liabilities	4,414		4,582

Commitments and Contingencies (See Note 5)
Shareholders’ Equity

Common stock — $1 par value; authorized — 640,000,000 shares; issued — 370,594,401 shares in December 31, 2023 and September 30, 2023	371		371
Capital in excess of par value	19,741		19,720
Retained earnings	15,540		15,535
Deferred compensation	24		24
Treasury stock	(8,828)		(8,305)
Accumulated other comprehensive loss	(1,515)		(1,548)
Total Shareholders’ Equity	25,332		25,796
Total Liabilities and Shareholders’ Equity	$	52,274	$	52,780

Amounts may not add due to rounding.

See notes to condensed consolidated financial statements

BECTON, DICKINSON AND COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Millions of dollars

(Unaudited)


	Three Months Ended December 31,
	2023		2022
Operating Activities
Net income	$	281	$	509


Adjustments to net income to derive net cash provided by continuing operating activities:
Depreciation and amortization	561		567
Share-based compensation	83		89
Deferred income taxes	(91)		(118)
Change in operating assets and liabilities	152		(665)
Pension obligation	(129)		21



Other, net	(2)		(3)
Net Cash Provided by Continuing Operating Activities	855		399
Investing Activities
Capital expenditures	(116)		(208)




Other, net	(116)		(83)
Net Cash Used for Investing Activities	(233)		(291)
Financing Activities
Change in short-term debt	—		365




Payments of debt	—		(528)

Repurchases of common stock	(500)		—
Dividends paid	(275)		(281)
Other, net	(87)		(89)
Net Cash Used for Financing Activities	(862)		(534)

Net cash used for operating activities of discontinued operations	(14)		—



Effect of exchange rate changes on cash and equivalents and restricted cash	7		11
Net decrease in cash and equivalents and restricted cash	(247)		(415)
Opening Cash and Equivalents and Restricted Cash	1,481		1,159
Closing Cash and Equivalents and Restricted Cash	$	1,234	$	744

Amounts may not add due to rounding.

See notes to condensed consolidated financial statements

BECTON, DICKINSON AND COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

Note 1 – Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, in the opinion of the management of Becton, Dickinson and Company (the "Company" or "BD"), include all adjustments which are of a normal recurring nature, necessary for a fair presentation of the financial position and the results of operations and cash flows for the periods presented. However, the financial statements do not include all information and accompanying notes required for a presentation in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s 2023 Annual Report on Form 10-K.

Within the financial statements and tables presented, certain columns and rows may not add due to the use of rounded numbers for disclosure purposes. Percentages and earnings per share amounts presented are calculated from the underlying amounts. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year.

Note 2 – Accounting Changes

New Accounting Principle Adopted

In September 2022, the Financial Accounting Standards Board ("FASB") issued an accounting standard update that requires additional qualitative and quantitative disclosures regarding supplier finance programs. The new disclosure requirements are intended to help investors better consider the effect of these programs on a company's working capital, liquidity, and cash flows. The Company adopted this accounting standard on October 1, 2023 and disclosures regarding the Company’s supplier finance programs are provided in Note 12.

New Accounting Principles Not Yet Adopted

In November 2023, the FASB issued a new accounting standard update which requires more disaggregated expense information about a public entity’s reportable segments. This update is effective for the Company beginning with its fiscal year 2025 reporting and for interim reporting beginning with its fiscal year 2026. The Company is currently evaluating the impact that this update will have on its disclosures.

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

Note 3 – Shareholders' Equity

Changes in certain components of shareholders' equity for the first quarters of fiscal years 2024 and 2023 were as follows:


	Common Stock Issued at Par Value		Capital in Excess of Par Value		Retained Earnings		Deferred Compensation		Treasury Stock
(Millions of dollars)									Shares (in thousands)	Amount
Balance at September 30, 2023	$	371	$	19,720	$	15,535	$	24	(80,203)	$	(8,305)
Net income	—		—		281		—		—	—
Common dividends ($0.95 per share)	—		—		(275)		—		—	—

Issuance of shares under employee and other plans, net	—		(62)		—		—		647	(20)
Share-based compensation	—		83		—		—		—	—
Common stock held in trusts, net (a)	—		—		—		—		(19)	—
Repurchase of common stock	—		—		—		—		(2,118)	(503)

Balance at December 31, 2023	$	371	$	19,741	$	15,540	$	24	(81,692)	$	(8,828)


	Common Stock Issued at Par Value		Capital in Excess of Par Value		Retained Earnings		Deferred Compensation		Treasury Stock
(Millions of dollars)									Shares (in thousands)	Amount
Balance at September 30, 2022	$	365	$	19,553	$	15,157	$	23	(81,283)	$	(8,330)
Net income	—		—		509		—		—	—
Common dividends ($0.91 per share)	—		—		(259)		—		—	—
Preferred dividends	—		—		(23)		—		—	—
Issuance of shares under employee and other plans, net	—		(52)		—		—		556	(3)
Share-based compensation	—		89		—		—		—	—
Common stock held in trusts, net (a)	—		—		—		—		(11)	—


Balance at December 31, 2022	$	365	$	19,590	$	15,384	$	24	(80,738)	$	(8,333)

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

Share Repurchases

In the first quarter of fiscal year 2024, the Company executed and settled accelerated share repurchase agreements for the repurchase of 2.118 million shares of its common stock for total consideration of $500 million, excluding a 1% excise tax on share repurchases of $3 million. The share repurchases were recorded as an increase to Treasury stock and were made pursuant to the repurchase program authorized by the Board of Directors on November 3, 2021, for 10 million shares of BD common stock, for which there is no expiration date.

The components and changes of Accumulated other comprehensive income (loss) for the first quarters of fiscal years 2024 and 2023 were as follows:


(Millions of dollars)	Total		Foreign Currency Translation		Benefit Plans		Cash Flow Hedges
Balance at September 30, 2023	$	(1,548)	$	(1,078)	$	(571)	$	103
Other comprehensive income (loss) before reclassifications, net of taxes	21		40		—		(19)
Amounts reclassified into income, net of taxes	12		—		12		1
Balance at December 31, 2023	$	(1,515)	$	(1,038)	$	(559)

SEC Form 10-Q filed by Becton Dickinson and Company