UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, ~~2021~~2022


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

For the transition period from to

Commission file number 001-4802

Becton, Dickinson and Company

(Exact name of registrant as specified in its charter)

New Jersey

22-0760120

(State or other jurisdiction of
incorporation or organization)

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

1 Becton Drive,

Franklin Lakes,

New Jersey

07417-1880

(201)

847-6800

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code)

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

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common stock, par value $1.00

BDX

New York Stock Exchange

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

BDXB

New York Stock Exchange

1.000% Notes due December 15, 2022

BDX22A

New York Stock Exchange

1.900% Notes due December 15, 2026

BDX26

New York Stock Exchange

1.401% Notes due May 24, 2023

BDX23A

New York Stock Exchange

3.020% Notes due May 24, 2025

BDX25

New York Stock Exchange

0.632% Notes due June 4, 2023

BDX/23A

New York Stock Exchange

1.208% Notes due June 4, 2026

BDX/26A

New York Stock Exchange

1.213% Notes due February 12, 2036

BDX/36

New York Stock Exchange

0.000% Notes due August 13, 2023

BDX23B

New York Stock Exchange

0.034% Notes due August 13, 2025

BDX25A

New York Stock Exchange

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

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

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

☐

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

There were ~~290,818,504~~285,064,629 shares of Common Stock, $1.00 par value, outstanding at March 31, ~~2021.~~2022.

BECTON, DICKINSON AND COMPANY

FORM 10-Q

For the quarterly period ended March 31, ~~2021~~2022

TABLE OF CONTENTS


		Page Number
Part I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated ~~Balance Sheets~~Statements of Income	3
	Condensed Consolidated Statements of Comprehensive Income	4
	Condensed Consolidated ~~Statements of Comprehensive Income (Loss)~~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	2120
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3536
Item 4.	Controls and Procedures	3536

Part II.	OTHER INFORMATION

Item 1.	Legal Proceedings	3637
Item 1A.	Risk Factors	3738
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3738
Item 3.	Defaults Upon Senior Securities	3839
Item 4.	Mine Safety Disclosures	3839
Item 5.	Other Information	3839
Item 6.	Exhibits	3839

Signatures		3940

ITEM 1. FINANCIAL STATEMENTS

BECTON, DICKINSON AND COMPANY

CONDENSED CONSOLIDATED ~~BALANCE SHEETS~~STATEMENTS OF INCOME

Millions of dollars, except per share data

March 31,
2021 September 30,
2020
Assets (Unaudited)
Current Assets:
Cash and equivalents $ 3,734 $ 2,825
Restricted cash 164 92
Short-term investments 24 20
Trade receivables, net 2,118 2,398
Inventories:
Materials 642 602
Work in process 392 335
Finished products 1,861 1,806
2,895 2,743
Prepaid expenses and other 1,065 891
Total Current Assets 10,000 8,969
Property, Plant and Equipment 12,420 11,919
Less allowances for depreciation and amortization 6,277 5,996
Property, Plant and Equipment, Net 6,142 5,923
Goodwill 23,772 23,620
Developed Technology, Net 9,710 10,146
Customer Relationships, Net 2,977 3,107
Other Intangibles, Net 561 560
Other Assets 1,758 1,687
Total Assets $ 54,921 $ 54,012
Liabilities and Shareholders’ Equity
Current Liabilities:
Short-term debt $ 1 $ 707
Payables, accrued expenses and other current liabilities 5,375 5,129
Total Current Liabilities 5,376 5,836
Long-Term Debt 17,718 17,224
Long-Term Employee Benefit Obligations 1,425 1,435
Deferred Income Taxes and Other Liabilities 5,575 5,753
Commitments and Contingencies (See Note 5) 0 0
Shareholders’ Equity
Preferred stock 2 2
Common stock 365 365
Capital in excess of par value 19,341 19,270
Retained earnings 13,557 12,791
Deferred compensation 23 23
Common stock in treasury - at cost (6,132) (6,138)
Accumulated other comprehensive loss (2,329) (2,548)
Total Shareholders’ Equity 24,826 23,765
Total Liabilities and Shareholders’ Equity $ 54,921 $ 54,012
(Unaudited)


	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
Revenues	$	5,011	$	4,907	$	10,006	$	10,223
Cost of products sold	2,706		2,661		5,278		5,244
Selling and administrative expense	1,232		1,148		2,456		2,298
Research and development expense	343		317		673		608
Acquisition-related integration and restructuring expense	28		52		62		102
Other operating expense, net	49		296		70		296
Total Operating Costs and Expenses	4,359		4,473		8,539		8,547
Operating Income	652		434		1,467		1,676
Interest expense	(101)		(124)		(199)		(242)
Interest income	2		2		4		5
Other (expense) income, net	(27)		(8)		(24)		24
Income Before Income Taxes	525		305		1,248		1,462
Income tax provision	71		6		117		160
Net Income	454		299		1,131		1,302
Preferred stock dividends	(23)		(23)		(45)		(45)
Net income applicable to common shareholders	$	431	$	277	$	1,086	$	1,257


Basic Earnings per Share	$	1.51	$	0.95	$	3.81	$	4.32
Diluted Earnings per Share	$	1.50	$	0.94	$	3.78	$	4.28
Dividends per Common Share	$	0.87	$	0.83	$	1.74	$	1.66

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 ~~except per share data~~

(Unaudited)

Three Months Ended
March 31, Six Months Ended
March 31,
2021 2020 2021 2020
Revenues $ 4,907 $ 4,253 $ 10,223 $ 8,479
Cost of products sold 2,661 2,520 5,244 4,766
Selling and administrative expense 1,148 1,025 2,298 2,146
Research and development expense 317 264 608 535
Acquisitions and other restructurings 52 75 102 161
Other operating expense 296 0 296 0
Total Operating Costs and Expenses 4,473 3,884 8,547 7,607
Operating Income 434 370 1,676 871
Interest expense (124) (134) (242) (270)
Interest income 2 2 5 3
Other (expense) income, net (8) (38) 24 (11)
Income Before Income Taxes 305 200 1,462 594
Income tax provision 6 17 160 134
Net Income 299 183 1,302 461
Preferred stock dividends (23) (38) (45) (76)
Net income applicable to common shareholders $ 277 $ 145 $ 1,257 $ 385
Basic Earnings per Share $ 0.95 $ 0.53 $ 4.32 $ 1.42
Diluted Earnings per Share $ 0.94 $ 0.53 $ 4.28 $ 1.40
Dividends per Common Share $ 0.83 $ 0.79 $ 1.66 $ 1.58


	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
Net Income	$	454	$	299	$	1,131	$	1,302
Other Comprehensive Income (Loss), Net of Tax
Foreign currency translation adjustments	78		(15)		119		50
Defined benefit pension and postretirement plans	11		16		21		58
Cash flow hedges	44		83		37		111
Other Comprehensive Income, Net of Tax	133		85		178		219
Comprehensive Income	$	586	$	384	$	1,309	$	1,521

Amounts may not add due to rounding.

See notes to condensed consolidated financial statements

BECTON, DICKINSON AND COMPANY

CONDENSED CONSOLIDATED ~~STATEMENTS OF COMPREHENSIVE INCOME (LOSS)~~BALANCE SHEETS

Millions of dollars

~~(Unaudited)~~

Three Months Ended
March 31, Six Months Ended
March 31,
2021 2020 2021 2020
Net Income $ 299 $ 183 $ 1,302 $ 461
Other Comprehensive (Loss) Income, Net of Tax
Foreign currency translation adjustments (15) (125) 50 (99)
Defined benefit pension and postretirement plans 16 17 58 33
Cash flow hedges 83 (109) 111 (70)
Other Comprehensive Income (Loss), Net of Tax 85 (218) 219 (136)
Comprehensive Income (Loss) $ 384 $ (35) $ 1,521 $ 325


	March 31, 2022		September 30, 2021
Assets	(Unaudited)
Current Assets:
Cash and equivalents	$	3,147	$	2,283
Restricted cash	173		109
Short-term investments	15		12
Trade receivables, net	2,303		2,497
Inventories:
Materials	708		641
Work in process	413		402
Finished products	2,137		1,823
	3,258		2,866

Prepaid expenses and other	1,256		1,072
Total Current Assets	10,152		8,838
Property, Plant and Equipment	13,193		12,942
Less allowances for depreciation and amortization	6,788		6,549
Property, Plant and Equipment, Net	6,406		6,393
Goodwill	24,096		23,901
Developed Technology, Net	9,044		9,417
Customer Relationships, Net	2,681		2,818
Other Intangibles, Net	542		548

Other Assets	1,866		1,952
Total Assets	$	54,786	$	53,866
Liabilities and Shareholders’ Equity
Current Liabilities:
Current debt obligations	$	1,051	$	500
Payables, accrued expenses and other current liabilities	5,605		6,126

Total Current Liabilities	6,657		6,626
Long-Term Debt	17,584		17,110
Long-Term Employee Benefit Obligations	1,048		1,228
Deferred Income Taxes and Other Liabilities	4,973		5,225
Commitments and Contingencies (See Note 4)	0		0
Shareholders’ Equity
Preferred stock	2		2
Common stock	365		365
Capital in excess of par value	19,495		19,272
Retained earnings	14,416		13,826
Deferred compensation	24		23
Treasury stock	(7,866)		(7,723)
Accumulated other comprehensive loss	(1,910)		(2,088)
Total Shareholders’ Equity	24,525		23,677
Total Liabilities and Shareholders’ Equity	$	54,786	$	53,866

Amounts may not add due to rounding.

See notes to condensed consolidated financial statements

BECTON, DICKINSON AND COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Millions of dollars

(Unaudited)


		Six Months Ended March 31,					Six Months Ended March 31,
		2021		2020			2022		2021
Operating Activities	Operating Activities					Operating Activities
Net income	Net income	$	1,302	$	461	Net income	$	1,131	$	1,302
Adjustments to net income to derive net cash provided by operating activities:	Adjustments to net income to derive net cash provided by operating activities:					Adjustments to net income to derive net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	1,113		1,067		Depreciation and amortization	1,114		1,113
Share-based compensation	Share-based compensation	138		141		Share-based compensation	140		138
Deferred income taxes	Deferred income taxes	(120)		(136)		Deferred income taxes	(80)		(120)
Change in operating assets and liabilities	Change in operating assets and liabilities	55		(258)		Change in operating assets and liabilities	(950)		55
Pension obligation	Pension obligation	45		49		Pension obligation	(136)		45

Product liability-related charge	Product liability-related charge	296		0		Product liability-related charge	—		296
Other, net	Other, net	(109)		(128)		Other, net	(101)		(109)
Net Cash Provided by Operating Activities	Net Cash Provided by Operating Activities	2,721		1,196		Net Cash Provided by Operating Activities	1,118		2,721
Investing Activities	Investing Activities					Investing Activities
Capital expenditures	Capital expenditures	(499)		(395)		Capital expenditures	(415)		(499)

Acquisitions, net of cash acquired	Acquisitions, net of cash acquired	(179)		0		Acquisitions, net of cash acquired	(450)		(179)

Other, net	Other, net	(186)		(147)		Other, net	(124)		(186)
Net Cash Used for Investing Activities	Net Cash Used for Investing Activities	(863)		(542)		Net Cash Used for Investing Activities	(990)		(863)
Financing Activities	Financing Activities					Financing Activities
Change in credit facility borrowings		0		210
Proceeds from long-term debt and term loans		1,715		1,900
Payments of debt and term loans		(1,998)		(305)

Proceeds from long-term debt						Proceeds from long-term debt	—		1,715
Proceeds from debt issued in connection with the spin-off (see Note 12)						Proceeds from debt issued in connection with the spin-off (see Note 12)	1,424		—
Payments of debt						Payments of debt	(2)		(1,998)

Dividends paid	Dividends paid	(528)		(505)		Dividends paid	(541)		(528)
Other, net	Other, net	(82)		(90)		Other, net	(76)		(82)
Net Cash (Used for) Provided by Financing Activities		(893)		1,210
Net Cash Provided by (Used for) Financing Activities						Net Cash Provided by (Used for) Financing Activities	804		(893)
Effect of exchange rate changes on cash and equivalents and restricted cash	Effect of exchange rate changes on cash and equivalents and restricted cash	17		(15)		Effect of exchange rate changes on cash and equivalents and restricted cash	(4)		17
Net increase in cash and equivalents and restricted cash	Net increase in cash and equivalents and restricted cash	981		1,849		Net increase in cash and equivalents and restricted cash	928		981
Opening Cash and Equivalents and Restricted Cash	Opening Cash and Equivalents and Restricted Cash	2,917		590		Opening Cash and Equivalents and Restricted Cash	2,392		2,917
Closing Cash and Equivalents and Restricted Cash	Closing Cash and Equivalents and Restricted Cash	$	3,898	$	2,439	Closing Cash and Equivalents and Restricted Cash	$	3,320	$	3,898

Amounts may not add due to rounding.

See notes to condensed consolidated financial statements

BECTON, DICKINSON AND COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, ~~2021~~2022

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 ~~2020~~2021 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.

Spin-Off of Diabetes Care Business

~~Note 2 – Accounting Changes~~

~~New Accounting Principle Adopted~~

~~In June 2016,~~On April 1, 2022, the ~~Financial Accounting Standards Board issued~~Company completed the spin-off of its Diabetes Care business as a ~~new accounting standard which requires earlier recognition~~separate publicly traded company named Embecta Corp. (“Embecta”) through a distribution of ~~credit losses~~Embecta’s publicly traded common stock to BD’s shareholders of record as of the close of business on ~~loans~~March 22, 2022 (the “record date”). The Company distributed one share of Embecta common stock for every five common shares of BD outstanding as of the record date. Shareholders received cash in lieu of fractional shares of Embecta common stock. The spin-off is expected to qualify as a tax-free transaction for U.S. federal income tax purposes. Embecta is an independent, publicly traded company focused on diabetes management, and ~~other~~BD retains no ownership interest. Embecta’s common stock is listed on NASDAQ under the ticker symbol “EMBC”. The historical financial instruments held by entities, including trade receivables. The new standard requires entities to measure all expected credit losses for financial assets held at each reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The Company’s adoptionresults of ~~this accounting standard on October 1, 2020, using the modified retrospective method, did not have a material impact on the Company's~~Embecta are included in these condensed consolidated financial statements. Subsequent to the spin-off, and in future filings, the historical results of the Diabetes Care business will be reflected as discontinued operations in the Company’s consolidated financial statements. Disclosures pertaining to Embecta’s issuance of debt in connection with the spin-off are provided in Note 12.

In connection with the spin-off, the Company and Embecta entered into various agreements to effect the spin-off and provide a framework for the relationship between the Company and Embecta after the spin-off. Such agreements include the separation and distribution agreement, as well as the following ongoing agreements: a cannula supply agreement, an intellectual property matters agreement, a transition services agreement, manufacturing and supply agreements, a lease agreement, a distribution agreement to support commercial operations, a logistics services agreement and other agreements including an employee matters agreement and a tax matters agreement. Under these agreements the Company will continue to provide certain products and services to Embecta following the spin-off.

Note 32 – Shareholders' Equity

Changes in certain components of shareholders' equity for the first two quarters of fiscal years ~~2021~~2022 and ~~2020~~2021 were as follows:


		Common Stock Issued at Par Value		Capital in Excess of Par Value		Retained Earnings		Deferred Compensation		Treasury Stock				Common Stock Issued at Par Value		Capital in Excess of Par Value		Retained Earnings		Deferred Compensation		Treasury Stock
(Millions of dollars)	(Millions of dollars)									Shares (in thousands)	Amount		(Millions of dollars)									Shares (in thousands)	Amount
Balance at September 30, 2020		$	365	$	19,270	$	12,791	$	23	(74,623)	$	(6,138)
Balance at September 30, 2021													Balance at September 30, 2021	$	365	$	19,272	$	13,826	$	23	(80,164)	$	(7,723)
Net income	Net income	—		—		1,003		—		—	—		Net income	—		—		677		—		—	—
Common dividends ($0.83 per share)		—		—		(242)		—		—	—
Common dividends ($0.87 per share)													Common dividends ($0.87 per share)	—		—		(248)		—		—	—
Preferred dividends	Preferred dividends	—		—		(23)		—		—	—		Preferred dividends	—		—		(23)		—		—	—
Common stock issued for share-based compensation and other plans, net	Common stock issued for share-based compensation and other plans, net	—		(53)		—		—		549	2		Common stock issued for share-based compensation and other plans, net	—		(71)		—		—		762	19
Share-based compensation	Share-based compensation	—		83		—		—		—	—		Share-based compensation	—		83		—		—		—	—
Common stock held in trusts, net (a)	Common stock held in trusts, net (a)	—		—		—		—		(7)	—		Common stock held in trusts, net (a)	—		—		—		—		(5)	—
Effect of change in accounting principles (see Note 2)		—		—		(9)		—		—	—
Balance at December 31, 2020		$	365	$	19,301	$	13,522	$	23	(74,080)	$	(6,136)
Repurchase of common stock (b)													Repurchase of common stock (b)	—		150		—		—		(462)	(150)

Balance at December 31, 2021													Balance at December 31, 2021	$	365	$	19,435	$	14,233	$	24	(79,869)	$	(7,855)
Net income	Net income	—		—		299		—		—	—		Net income	—		—		454		—		—	—
Common dividends ($0.83 per share)		—		—		(242)		—		—	—
Common dividends ($0.87 per share)													Common dividends ($0.87 per share)	—		—		(248)		—		—	—
Preferred dividends	Preferred dividends	—		—		(23)		—		—	—		Preferred dividends	—		—		(23)		—		—	—
Common stock issued for share-based compensation and other plans, net	Common stock issued for share-based compensation and other plans, net	—		(15)		—		—		234	4		Common stock issued for share-based compensation and other plans, net	—		(21)		—		1		284	14
Share-based compensation	Share-based compensation	—		55		—		—		—	—		Share-based compensation	—		56		—		—		—	—
Common stock held in trusts, net (a)	Common stock held in trusts, net (a)	—		—		—		—		23	—		Common stock held in trusts, net (a)	—		24		—		—		9	(24)
Balance at March 31, 2021		$	365	$	19,341	$	13,557	$	23	(73,821)	$	(6,132)
Balance at March 31, 2022													Balance at March 31, 2022	$	365	$	19,495	$	14,416	$	24	(79,575)	$	(7,866)


		Common Stock Issued at Par Value		Capital in Excess of Par Value		Retained Earnings		Deferred Compensation		Treasury Stock				Common Stock Issued at Par Value		Capital in Excess of Par Value		Retained Earnings		Deferred Compensation		Treasury Stock
(Millions of dollars)	(Millions of dollars)									Shares (in thousands)	Amount		(Millions of dollars)									Shares (in thousands)	Amount
Balance at September 30, 2019		$	347	$	16,270	$	12,913	$	23	(76,260)	$	(6,190)
Balance at September 30, 2020													Balance at September 30, 2020	$	365	$	19,270	$	12,791	$	23	(74,623)	$	(6,138)
Net income	Net income	—		—		278		—		—	—		Net income	—		—		1,003		—		—	—
Common dividends ($0.79 per share)		—		—		(215)		—		—	—
Common dividends ($0.83 per share)													Common dividends ($0.83 per share)	—		—		(242)		—		—	—
Preferred dividends													Preferred dividends	—		—		(23)		—		—	—
Common stock issued for share-based compensation and other plans, net													Common stock issued for share-based compensation and other plans, net	—		(53)		—		—		549	2
Share-based compensation													Share-based compensation	—		83		—		—		—	—
Common stock held in trusts, net (a)													Common stock held in trusts, net (a)	—		—		—		—		(7)	—
Effect of change in accounting principles													Effect of change in accounting principles	—		—		(9)		—		—	—
Balance at December 31, 2020													Balance at December 31, 2020	$	365	$	19,301	$	13,522	$	23	(74,080)	$	(6,136)
Net income													Net income	—		—		299		—		—	—
Common dividends ($0.83 per share)													Common dividends ($0.83 per share)	—		—		(242)		—		—	—
Preferred dividends	Preferred dividends	—		—		(38)		—		—	—		Preferred dividends	—		—		(23)		—		—	—
Common stock issued for share-based compensation and other plans, net	Common stock issued for share-based compensation and other plans, net	—		(32)		—		1		758	(38)		Common stock issued for share-based compensation and other plans, net	—		(15)		—		��		234	4
Share-based compensation	Share-based compensation	—		82		—		—		—	—		Share-based compensation	—		55		—		—		—	—
Common stock held in trusts, net (a)	Common stock held in trusts, net (a)	—		—		—		—		(12)	—		Common stock held in trusts, net (a)	—		—		—		—		23	—

Balance at December 31, 2019		$	347	$	16,320	$	12,938	$	24	(75,514)	$	(6,228)
Net income		—		—		183		—		—	—
Common dividends ($0.79 per share)		—		—		(215)		—		—	—
Preferred dividends		—		—		(38)		—		—	—
Common stock issued for share-based compensation and other plans, net		—		(91)		—		(1)		573	70
Share-based compensation		—		58		—		—		—	—
Common stock held in trusts, net (a)		—		—		—		—		30	—

Balance at March 31, 2020		$	347	$	16,288	$	12,868	$	23	(74,911)	$	(6,158)
Balance at March 31, 2021													Balance at March 31, 2021	$	365	$	19,341	$	13,557	$	23	(73,821)	$	(6,132)

(a)Common stock held in trusts ~~represents~~consists of the Company’s shares held in rabbi trusts in connection with deferred compensation under the Company’s employee salary and bonus deferral plan and directors’ deferral plan. During the second quarter of fiscal year 2022, the common stock held in trusts was temporarily replaced with the Company’s Series C preferred shares to adhere to trust requirements until the Company’s spin-off of its Diabetes Care business was completed on April 1, 2022.

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

The components and changes of Accumulated other comprehensive income (loss) for the first two quarters of fiscal years ~~2021~~2022 and ~~2020~~2021 were as follows:


(Millions of dollars)	(Millions of dollars)	Total		Foreign Currency Translation		Benefit Plans		Cash Flow Hedges		(Millions of dollars)	Total		Foreign Currency Translation		Benefit Plans		Cash Flow Hedges
Balance at September 30, 2020		$	(2,548)	$	(1,416)	$	(1,040)	$	(91)
Balance at September 30, 2021										Balance at September 30, 2021	$	(2,088)	$	(1,292)	$	(784)	$	(10)
Other comprehensive income (loss) before reclassifications, net of taxes										Other comprehensive income (loss) before reclassifications, net of taxes	34		41		—		(7)
Amounts reclassified into income, net of taxes										Amounts reclassified into income, net of taxes	11		—		11		—
Balance at December 31, 2021										Balance at December 31, 2021	$	(2,043)	$	(1,251)	$	(774)	$	(17)
Other comprehensive income before reclassifications, net of taxes	Other comprehensive income before reclassifications, net of taxes	115		64		24		27		Other comprehensive income before reclassifications, net of taxes	122		78		—		44
Amounts reclassified into income, net of taxes	Amounts reclassified into income, net of taxes	19		0		18		2		Amounts reclassified into income, net of taxes	11		—		11		—
Balance at December 31, 2020		$	(2,414)	$	(1,352)	$	(998)	$	(62)
Other comprehensive income (loss) before reclassifications, net of taxes		64		(15)		0		78
Amounts reclassified into income, net of taxes		21		0		16		5
Balance at March 31, 2021		$	(2,329)	$	(1,367)	$	(982)	$	21
Balance at March 31, 2022										Balance at March 31, 2022	$	(1,910)	$	(1,173)	$	(763)	$	28

(Millions of dollars) Total Foreign Currency
Translation Benefit Plans
Cash Flow Hedges
Balance at September 30, 2019 $ (2,283) $ (1,256) $ (1,005) $ (23)
Other comprehensive income before reclassifications, net of taxes 63 26 0 37
Amounts reclassified into income, net of taxes 19 0 17 2
Balance at December 31, 2019 $ (2,202) $ (1,230) $ (988) $ 16
Other comprehensive loss before reclassifications, net of taxes (237) (125) 0 (111)
Amounts reclassified into income, net of taxes 19 0 17 2
Balance at March 31, 2020 $ (2,419) $ (1,355) $ (971) $ (93)


(Millions of dollars)	Total		Foreign Currency Translation		Benefit Plans		Cash Flow Hedges
Balance at September 30, 2020	$	(2,548)	$	(1,416)	$	(1,040)	$	(91)
Other comprehensive income before reclassifications, net of taxes	115		64		24		27
Amounts reclassified into income, net of taxes	19		—		18		2
Balance at December 31, 2020	$	(2,414)	$	(1,352)	$	(998)	$	(62)
Other comprehensive income (loss) before reclassifications, net of taxes	64		(15)		—		78
Amounts reclassified into income, net of taxes	21		—		16		5
Balance at March 31, 2021	$	(2,329)	$	(1,367)	$	(982)	$	21

The amounts of foreign currency translation recognized in other comprehensive income during the three and six months ended March 31, ~~2021~~2022 and ~~2020~~2021 included net gains (losses) relating to net investment hedges. Other comprehensive income relating to benefit plans during the three months ended December 31, 2020 represented a net gain recognized as a result of the Company’s remeasurement, as of October 31, 2020, of the legacy Bard U.S. defined pension benefit plan upon its merger with the BD defined benefit cash balance pension plan in the first quarter of fiscal year 2021. The amounts recognized in other comprehensive income relating to cash flow hedges during the three and six months ended March 31, 2022 and 2021 ~~and 2020~~are primarily related to forward starting interest rate swaps. Additional disclosures regarding amounts the ~~Company's derivatives~~Company recognized in other comprehensive income relating to cash flow hedges during the three and six months ended March 31, 2022 and 2021 are provided in Note ~~11.~~10.

The tax impacts for amounts recognized in other comprehensive income (loss) before reclassifications and for reclassifications out of Accumulated other comprehensive income (loss) relating to benefit plans and cash flow hedges during the three and six months ended March 31, 2022 and 2021 were immaterial to the Company's consolidated financial results.

Note 43 – Earnings per Share

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


		Three Months Ended March 31,		Six Months Ended March 31,			Three Months Ended March 31,		Six Months Ended March 31,
		2021	2020	2021	2020		2022	2021	2022	2021
Average common shares outstanding	Average common shares outstanding	291,095	272,014	290,839	271,555	Average common shares outstanding	285,243	291,095	284,961	290,839
Dilutive share equivalents from share-based plans	Dilutive share equivalents from share-based plans	2,452	3,023	2,660	3,618	Dilutive share equivalents from share-based plans	2,003	2,452	2,215	2,660
Dilutive share equivalents from Series C preferred shares (a)						Dilutive share equivalents from Series C preferred shares (a)	53	—	26	—
Average common and common equivalent shares outstanding – assuming dilution	Average common and common equivalent shares outstanding – assuming dilution	293,547	275,037	293,499	275,173	Average common and common equivalent shares outstanding – assuming dilution	287,299	293,547	287,202	293,499

Share equivalents excluded from the diluted shares outstanding calculation because the result would have been antidilutive:
Mandatory convertible preferred stock		6,169	11,685	6,169	11,685

Share equivalents excluded from the diluted shares outstanding calculation:						Share equivalents excluded from the diluted shares outstanding calculation:
Mandatory convertible preferred stock (b)						Mandatory convertible preferred stock (b)	5,639	6,169	5,639	6,169
Share-based plans (c)						Share-based plans (c)	—	773	676	773

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

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

(c)Excluded from the diluted earnings per share calculation as the exercise prices of these awards were greater than the average market price of the Company’s common shares.

Note 54 – Contingencies

The Company is involved, both as a plaintiff and a defendant, in various legal proceedings that arise in the ordinary course of business, including, without limitation, product liability and environmental matters in certain U.S. and international locations. Given the uncertain nature of litigation generally, the Company is not able, in all cases, to estimate the amount or range of loss that could result from an unfavorable outcome of ~~the~~ litigation in which the Company is a party. In accordance with U.S. GAAP, the Company establishes accruals to the extent probable future losses are estimable (and in the case of environmental matters, without considering possible third-party recoveries). With respect to putative class action lawsuits in the United States and certain of the Canadian lawsuits described below, ~~relating to product liability matters,~~ the Company is unable to estimate a range of reasonably possible losses for the following reasons: (i) all or certain of the proceedings are in early stages; (ii) the Company has not received and reviewed complete information regarding all or certain of the plaintiffs and their medical conditions; and/or (iii) there are significant factual issues to be resolved. In addition, there is uncertainty as to the likelihood of a class being certified or the ultimate size of any class. With respect to the civil investigative ~~demand~~demands (“~~CID”~~CIDs”) served by the Department of Justice which are discussed below, the Company is unable to estimate a range of reasonably possible losses for the following reasons: (i) all or certain of the proceedings are in early stages; and/or (ii) there are significant factual and legal issues to be resolved.

In view of the uncertainties discussed below, the Company could incur charges in excess of any currently established accruals and, to the extent available, liability insurance. In the opinion of management, any such future charges, individually or in the aggregate, could have a material adverse effect on the Company’s consolidated results of operations and consolidated cash flows.

Product Liability Matters

The Company believes that certain settlements and judgments, as well as legal defense costs, relating to product liability matters are, or may be, covered in whole or in part under its product liability insurance policies. In some circumstances, the Company is covered under indemnification obligations from other parties, which if disputed, the Company intends to vigorously contest. Amounts recovered under the Company’s product liability insurance policies or indemnification arrangements may be less than the stated coverage limits or less than otherwise expected and may not be adequate to cover damages and/or costs relating to claims. In addition, there is no guarantee that insurers or other parties will pay claims or that coverage or indemnity will be otherwise available.

~~Hernia Product Claims~~

As of March 31, ~~2021,~~2022, the Company is defending approximately ~~25,345~~28,590 product liability claims involving the Company’s line of hernia repair devices (collectively, the “Hernia Product Claims”). The majority of those claims are currently pending in a coordinated proceeding in Rhode Island State Court (“RI”) and in a federal multi-district litigation (“MDL”) established in the Southern District of Ohio, but claims are also pending in other state and/or federal court jurisdictions.

In addition, those claims include multiple putative class actions in Canada. Generally, the Hernia Product Claims seek damages for personal injury allegedly resulting from use of the products. From time to time, the Company engages in resolution discussions with plaintiffs’ law firms regarding certain of the Hernia Product Claims, but the Company also intends to vigorously defend Hernia Product Claims that do not settle, including through litigation.

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

•The second hernia MDL bellwether resulted in a $255 thousand verdict in April 2022 after four weeks of trial.

Trials are currently scheduled in various state and/or federal courts, including one currently scheduled for June 2022 in RI.The Company expects additional trials of Hernia Product Claims to take place over the next 12 months. ~~In August 2018, a hernia multi-district litigation (“MDL”) was ordered~~

The Company also continues to be ~~established~~a defendant in the Southern District of Ohio. Trials are scheduled throughout fiscal year 2021 in various state and/or federal courts, including one currently scheduled for November 2021 in the Rhode Island State Court.certain other mass tort litigation. A trial is scheduled for August 2021 in the MDL. The Company cannot give any assurances that the resolution of the Hernia Product Claims that have not settled, including asserted and unasserted claims and the putative class action lawsuits, will not have a material adverse effect on the Company’s business, results of operations, financial condition and/or liquidity.

~~Women’s Health Product Claims~~

As of March 31, ~~2021,~~2022, the Company is defending ~~approximately 390~~ product liability claims involving the Company’s line of pelvic mesh ~~devices. The~~products, the majority of ~~those claims~~which are ~~currently~~ pending in various federal court jurisdictions and in a coordinated proceeding in New Jersey State Court, but claims are also pending in other state court jurisdictions. In addition, those claims include putative class actions filed in the United States. Not included in the figures above are approximately 615 filed and unfiled claims that have been asserted or threatened against the Company but lack sufficient information to determine whether a pelvic mesh deviceSuperior Court. Also, as of March 31, 2022, the Company is ~~actually at issue.~~

The claims identified above also include products manufactured by both the Company and two subsidiaries of Medtronic plc (as successor in interest to Covidien plc) (“Medtronic”), each a supplier of the Company. Medtronic has an obligation to defend and indemnify the Company with respect to any product defect liability relating to products its subsidiaries had manufactured. In July 2015, the Company reached an agreement with Medtronic in which Medtronic agreed to take responsibility for pursuing settlement of certain of the Women’s Health Product Claims that relate to products distributed by the Company under supply agreements with Medtronic. In June 2017, the Company amended the agreement with Medtronic to transfer responsibility for settlement of additional Women’s Health Product Claims to Medtronic on terms similar to the July 2015 agreement, including with respect to the obligation to make payments to Medtronic toward these potential settlements. As of March 31, 2021, the Company has paid Medtronic $160 million toward these potential settlements. The Company also may, in its sole discretion, transfer responsibility for settlement of additional Women’s Health Product Claims to Medtronic on similar terms. The agreements do not resolve the dispute between the Company and Medtronic with respect to Women’s Health Product Claims that do not settle, if any. The foregoing lawsuits, unfiled claims, putative class actions, and other claims, together with claims that have settled or are the subject of agreements or agreements in principle to settle, are referred to collectively as the “Women’s Health Product Claims.” The Women’s Health Product Claims generally seek damages for personal injury allegedly resulting from use of the products.

As of March 31, 2021, the Company has reached agreements or agreements in principle with various plaintiffs’ law firms to settle their respective inventories of cases totaling approximately 15,285 of the Women’s Health Product Claims. The Company believes that these Women’s Health Product Claims are not the subject of Medtronic’s indemnification obligation. These settlement agreements and agreements in principle include unfiled and previously unknown claims held by various plaintiffs’ law firms, which are not included in the approximate number of lawsuits set forth in the first paragraph of this section. Each agreement is subject to certain conditions, including requirements for participation in the proposed settlements by a certain minimum number of plaintiffs. The Company continues to engage in discussions with other plaintiffs’ law firms regarding potential resolution of unsettled Women’s Health Product Claims, which may include additional inventory settlements.

A trial in the New Jersey coordinated proceeding began in March 2018, and in April 2018 a jury entered a verdict against the Company in the total amount of $68 million ($33 million compensatory; $35 million punitive). In March 2021, the Appellate Division of the New Jersey Superior Court vacated the verdict and ordered a new trial. Further appellate proceedings are possible. The Company expects additional trials of Women’s Health Product Claims to take place over the next 12 months, which may potentially include consolidated trials.

During the course of engaging in settlement discussions with plaintiffs’ law firms, the Company has learned, and may in future periods learn, additional information regarding these and other unfiled claims, or other lawsuits, which could materially impact the Company’s estimate of the number of claims or lawsuits against the Company.

~~Filter Product Claims~~

~~As of March 31, 2021, the Company is~~ defending ~~approximately 410~~ product liability claims involving the Company’s line of inferior vena cava ~~filters (collectively, the “Filter Product Claims”~~(“IVC”). filter products. The majority of those claims ~~were previously~~are pending in anvarious federal court jurisdictions after having been remanded from the MDL in the United States District Court for the District of ~~Arizona, but those MDL claims either have been, or are in the~~

Arizona.

process of being, remanded to various federal jurisdictions. Filter Product Claims are also pending in various state court jurisdictions, including a coordinated proceeding in Arizona State Court. In addition, those claims include putative class actions filed in the United States and Canada. The Filter Product Claims generally seek damages for personal injury allegedly resulting from use of the products. The Company has limited information regarding the nature and quantity of certain of the Filter Product Claims. The Company continues to receive claims and lawsuits and may in future periods learn additional information regarding other unfiled or unknown claims, or other lawsuits, which could materially impact the Company’s estimate of the number of claims or lawsuits against the Company. On May 31, 2019, the MDL Court ceased accepting direct filings or transfers into the Filter Product Claims MDL and, as noted above, remands for non-settled cases have begun and are expected to continue over the next three months. Federal and state court trials are scheduled throughout fiscal year 2021. As of March 31, 2021, the Company entered into settlement agreements and/or settlement agreements in principle for approximately 9,365 cases. On March 30, 2018, a jury in the first MDL trial found the Company liable for negligent failure to warn and entered a verdict in favor of plaintiffs. The jury found the Company was not liable for (a) strict liability design defect; (b) strict liability failure to warn; and (c) negligent design. In August 2020, the Ninth Circuit affirmed that verdict on appeal. On June 1, 2018, a jury in the second MDL trial unanimously found in favor of the Company on all claims. On August 17, 2018, the Court entered summary judgment in favor of the Company on all claims in the third MDL trial. On October 5, 2018, a jury in the fourth MDL trial unanimously found in favor of the Company on all claims. The Company expects additional trials of Filter Product Claims may take place over the next 12 months.

In most product liability litigations (like those described above), plaintiffs allege a wide variety of claims, ranging from allegations of serious injury caused by the products to efforts to obtain compensation notwithstanding the absence of any injury. In many of these cases, the Company has not yet received and reviewed complete information regarding the plaintiffs and their medical conditions and, consequently, is unable to fully evaluate the claims. The Company expects that it will receive and review additional information regarding any remaining unsettled product liability matters.

In connection with the settlement of a prior litigation with certain of the Company's insurance carriers, an agreement with the Company's insurance carriers was reached to reimburse the Company for certain future costs incurred in connection with Filter Product Claims up to an agreed amount. The Company’s insurance coverage with respect to this agreement has been exhausted. For certain product liability claims or lawsuits, the Company does not maintain or has limited remaining insurance coverage.

Other Legal Matters

The Company is a potentially responsible party to a number of federal administrative proceedings in the United States brought under the Comprehensive Environment Response, Compensation and Liability Act, also known as “Superfund,” and similar state laws. The affected sites are in varying stages of development. In some instances, the remedy has been completed, while in others, environmental studies are underway or commencing. For several sites, there are other potentially responsible parties that may be jointly or severally liable to pay all or part of cleanup costs. While it is not feasible to predict the outcome of these proceedings, based upon the Company’s experience, current information and applicable law, the Company does not expect these proceedings to have a material adverse effect on its financial condition and/or liquidity.

On February 27, 2020, a putative class action captioned Kabak v. Becton, Dickinson and Company, et al., Civ. No. 2:20-cv-02155 (SRC) (CLW), now captioned Industriens Pensionsforsikring v. Becton, Dickinson and Company, et al., was filed in the U.S. District Court for the District of New Jersey against the Company and certain of its officers. The complaint, which purports to be brought on behalf of all persons (other than defendants) who purchased or otherwise acquired the Company's common stock from November 5, 2019 through February 5, 2020, asserts claims for purported violations of Sections 10 and 20 of the Securities Exchange Act of 1934 and Securities and Exchange Commission (“SEC”) Rule 10b-5 promulgated thereunder, and seeks, among other things, damages and costs. The complaint alleges that defendants concealed certain material information regarding AlarisTM infusion pumps, including that (1) certain pumps exhibited software errors, (2) the Company was investing in remediation efforts as opposed to other enhancements and (3) the Company was thus reasonably likely to recall certain pumps and/or experience regulatory delays. These alleged omissions, the complaint asserts, renderedallegedly rendering certain public statements about the Company’s business, operations and prospects false or misleading, thereby allegedly causing investors to purchase stock at an inflated price. The plaintiff filed a second amended complaint to add certain additional factual allegations on February 3, ~~2021,~~2021. This complaint was dismissed on the Company’s motion on September 15, 2021. The court’s dismissal order, however, gave plaintiff an opportunity to replead, which ~~the company~~it did on October 29, 2021. The Company moved to dismiss the newly amended pleading on ~~March 19,~~December 16, 2021. That motion is fully briefed and pending. The Company believes ~~the claims~~that these allegations are without merit and it intends to ~~vigorously~~ defend ~~this action.~~itself vigorously.

On November 2, 2020, a civil action captioned Jankowski v. Forlenza, et al., Civ. No. 2:20-cv-15474, was filed in the U.S. District Court for the District of New Jersey by a shareholder, Ronald Jankowski, derivatively on behalf of the Company, against its individual directors and certain of its officers. The complaint seeks recovery for breach of fiduciary duties by directors and various officers; violations of the Securities Exchange Act of ~~1934;~~1934, including sections 10(b), 14(a) and 21D; and insider trading. In general, the complaint also alleges, among other things, that various directors and/or officers ~~(1)~~ caused the Company to issue purportedly misleading

statements and SEC filings regarding AlarisTM infusion pumps, ~~(2) issued~~and issue a purportedly misleading proxy ~~statement, (3) engaged in improper insider trading and (4) caused or contributed to various violations of the Securities Exchange Act of 1934, including sections 10(b), 14(a) and 21D.~~statement. The complaint seeks damages, including restitution and disgorgement of profits, and an injunction requiring the Company to undertake remedial measures with respect to certain corporate governance and internal procedures. A second derivative action, Schranz v. Polen, et al., Civ. No 2:21-cv-01081 (D. N.J.), was filed on January 24, 2021, ~~in the U.S. District Court for the District of New Jersey~~ and the two actions were consolidated. In March 2021, the Company received letters from two additional shareholders which, in general, mirrored the allegations in the Jankowski and Schranz consolidated actions, and demanded, among other things, that the Board of Directors pursue civil action against members of management for claimed breaches of fiduciary duties. Consistent with New Jersey law, the Board appointed a special committee to review the allegations and demands in the derivative actions and demand letters. Following an investigation, the special committee determined that no action was warranted, and rejected the shareholders’ demands. The special committee’s determination has been communicated to counsel for the shareholders. Should the shareholders continue to pursue their claims in court, the Company will take appropriate steps to seek dismissal of the complaints.

In May 2017, the Company was sued by a competitor in the Northern District of New York, alleging antitrust violations related to certain aspects of the Company’s medical delivery solutions business in a case captioned AngioDynamics, Inc. v. C. R. Bard, Inc. et al., Civ. No. 1:17-CV-0598. Motion practice in the case is ongoing. The Company believes it has meritorious defenses and is vigorously defending the case, which has been set for trial on July 5, 2022.

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

In April 2019, the Department of Justice served the Company and CareFusion with CIDs seeking information regarding certain of CareFusion’s contracts with the Department of Veteran’s Affairs for certain products, including AlarisTM and PyxisTM

devices, in connection with a civil investigation of possible violations of the False Claims Act, and the government recently expanded the investigation to include several additional contracts. The government has made several requests for documents and interviews or depositions of Company personnel. The Company is cooperating with the government and responding to these requests.

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

In September 2021, the Company was served with a complaint from the New Mexico Attorney General, alleging violations of the state’s consumer protection laws in connection with the sales and marketing of its IVC filters. The Company ~~cannot predict~~filed its motion to dismiss on December 27, 2021, and intends to vigorously defend itself in the ~~outcome of these matters, nor can it predict whether any outcome will have a material adverse effect on~~litigation. As the ~~Company’s business, results of operations, financial condition and/or liquidity. Accordingly,~~case is in its early stages, the Company cannot anticipate the timing, scope, outcome or possible impact at present.

In July 2021, the Company became aware of lawsuits that had been filed against it in state and federal court in Georgia. The suits were filed by plaintiffs who reside near Company facilities in Covington, GA, where ethylene oxide (“EtO”) sterilization activities take place. There are currently approximately 210 of such suits. The claims allege a variety of injuries, including but not limited to multiple types of cancer, allegedly attributable to exposure to EtO in the ambient air. The Company has ~~made no provisions for these other legal matters in its consolidated results of operations.~~meritorious defenses and intends to defend itself vigorously.

The Company is also involved both as a plaintiff and a defendant in other legal proceedings and claims that arise in the ordinary course of business. The Company believes that it has meritorious defenses to these suits pending against the Company and is engaged in a vigorous defense of each of these matters.

The Company cannot predict the outcome of these other legal matters discussed above, nor can it predict whether any outcome will have a material adverse effect on the Company’s consolidated results of operations and/or consolidated cash flows. Accordingly, the Company has made no provisions for these other legal matters in its consolidated results of operations.

The Company is a potentially responsible party to a number of federal administrative proceedings in the United States brought under the Comprehensive Environment Response, Compensation and Liability Act, also known as “Superfund,” and similar state laws. We also are subject to administrative proceedings under environmental laws in jurisdictions outside the U.S. The affected sites are in varying stages of development. In some instances, the remedy has been completed, while in others, environmental studies are underway or commencing. For several sites, there are other potentially responsible parties that may be jointly or severally liable to pay all or part of cleanup costs. While it is not feasible to predict the outcome of these proceedings, based upon the Company’s experience, current information and applicable law, the Company does not expect these proceedings to have a material adverse effect on its consolidated results of operations and/or consolidated cash flows.

Litigation Accruals

The Company regularly monitors and evaluates the status of product liability and other legal matters, and may, from time-to-time, engage in settlement and mediation discussions taking into consideration developments in the matters and the risks and uncertainties surrounding litigation. These discussions could result in settlements of one or more of these claims at any time.

~~In the second quarter of fiscal 2021, the Company recorded a pre-tax charge of approximately $296 million to~~ ~~Other operating expense~~ related to certain of the product liability matters discussed above under the heading “Product Liability Matters,” including the related legal defense costs. The Company recorded this charge based on additional information obtained during the quarter, including but not limited to: the nature and quantity of unfiled and filed claims and the continued rate of claims being filed in certain product liability matters; the status of certain settlement discussions with plaintiffs’ counsel; the allegations and documentation supporting or refuting such allegations; and the stage of litigation.

Accruals for the Company's product liability claims which are discussed above, as well as the related legal defense costs, amounted to approximately $2.3 billion and $2.5 billion at March 31, ~~2021~~2022 and September 30, ~~2020.~~2021, respectively. These accruals ~~which are generally long-term in nature,~~ are largely recorded within Deferred Income Taxes and Other Liabilities on the Company's condensed consolidated balance sheets. As

In view of ~~March 31, 2021 and September 30, 2020,~~the uncertainties discussed above, the Company ~~had $164 million~~could incur charges in excess of any currently established accruals and, ~~$92 million, respectively, in qualified settlement funds (“QSFs”), subject to certain settlement conditions, for certain product liability matters. Payments to QSFs are recorded as a component of~~ ~~Restricted cash~~. The Company's expected recoveries related to product liability claims and related legal defense costs were approximately $93 million and $139 million at March 31, 2021 and September 30, 2020, respectively. The expected recoveries at March 31, 2021 related entirely to the ~~Company’s agreements with Medtronic related to certain Women’s Health Product Claims. A substantial amount~~extent available, liability insurance. In the opinion of management, any such future charges, individually or in the ~~expected recoveries at September 30, 2020 related to~~aggregate, could have a material adverse effect on the Company’s agreements with Medtronic related to certain Women’s Health Product Claims. The expected recoveries at March 31, 2021 related to the indemnification obligation are not in dispute with respect to claims that Medtronic settles pursuant to the agreements.consolidated results of operations and /or consolidated cash flows.

Note 65 – Revenues

The Company’s policies for recognizing sales have not changed from those described in the Company’s ~~2020~~2021 Annual Report on Form 10-K. The Company sells a broad range of medical supplies, devices, laboratory equipment and diagnostic products which are distributed through independent distribution channels and directly by BD through sales representatives. End-users of the Company's products include healthcare institutions, physicians, life science researchers, clinical laboratories, the pharmaceutical industry and the general public.

Measurement of Revenues

The Company’s allowance for doubtful accounts reflects the current estimate of credit losses expected to be incurred over the life of its trade receivables. Such estimated credit losses are determined based on historical loss experiences, customer-specific credit risk, and reasonable and supportable forward-looking information, such as country or regional risks that are not captured in the historical loss information. The allowance for doubtful accounts for trade receivables is not material to the Company's consolidated financial results.

The Company's gross revenues are subject to a variety of deductions which are recorded in the same period that the underlying revenues are recognized. Such variable consideration includes rebates, sales discounts and sales returns. The Company’s rebate liability at March 31, 2022 and September 30, 2021 was $585 million and $576 million, respectively. The impact of other forms of variable consideration, including sales discounts and sales returns, is not material to the Company's revenues.

Effects of Revenue Arrangements on Consolidated Balance Sheets

Capitalized contract costs associated with the costs to fulfill contracts for certain products in the Medication Management Solutions organizational unit are immaterial to the Company's condensed consolidated balance sheets. Commissions relating to revenues recognized over a period longer than one year are recorded as assets which are amortized over the period over which the revenues underlying the commissions are recognized. Capitalized contract costs related to such commissions are immaterial to the Company's condensed consolidated balance sheets.

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

Remaining Performance Obligations

The Company's obligations relative to service contracts and pending installations of equipment, primarily in the Company's Medication Management Solutions unit, represent unsatisfied performance obligations of the Company. The revenues under existing contracts with original expected durations of more than one year, which are attributable to products and/or services that have not yet been installed or provided are estimated to be approximately ~~$1.9~~$2.2 billion at March 31, ~~2021.~~2022. The Company expects to recognize the majority of this revenue over the next three years.

Within the Company's Medication Management Solutions, Medication Delivery Solutions, Integrated Diagnostic Solutions, and Biosciences units, some contracts also contain minimum purchase commitments of reagents or other consumables and the future sales of these consumables represent additional unsatisfied performance obligations of the Company. The revenue attributable to the unsatisfied minimum purchase commitment-related performance obligations, for contracts with original expected durations of more than one year, is estimated to be approximately ~~$2.7~~$2.4 billion at March 31, ~~2021.~~2022. This revenue will be recognized over the customer relationship periods.

Disaggregation of Revenues

A disaggregation of the Company's revenues by segment, organizational unit and geographic region is provided in Note 7.6.

Note 76 – Segment Data

The Company's organizational structure is based upon 3 worldwide business segments: BD Medical (“Medical”), BD Life Sciences (“Life Sciences”) and BD Interventional ~~("Interventional"~~(“Interventional”). The Company's segments are strategic businesses that are managed separately because each one develops, manufactures and markets distinct products and services. Segment disclosures are on a performance basis consistent with internal management reporting. The Company evaluates performance of its business segments and allocates resources to them primarily based upon segment operating income, which represents revenues reduced by product costs and operating expenses.

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


		Three Months Ended March 31,													Three Months Ended March 31,
(Millions of dollars)	(Millions of dollars)	2021						2020						(Millions of dollars)	2022						2021
		United States		International		Total		United States		International		Total			United States		International		Total		United States		International		Total
Medical	Medical													Medical
Medication Delivery Solutions	Medication Delivery Solutions	$	531	$	468	$	999	$	518	$	386	$	904	Medication Delivery Solutions	$	588	$	450	$	1,038	$	531	$	468	$	999
Medication Management Solutions	Medication Management Solutions	440		126		566		449		119		568		Medication Management Solutions	461		143		604		440		126		566
Diabetes Care	Diabetes Care	148		135		284		142		137		278		Diabetes Care	140		133		273		148		135		284
Pharmaceutical Systems	Pharmaceutical Systems	100		361		462		91		309		400		Pharmaceutical Systems	125		376		501		100		361		462
Total segment revenues	Total segment revenues	$	1,220	$	1,091	$	2,311	$	1,200	$	951	$	2,151	Total segment revenues	$	1,314	$	1,102	$	2,416	$	1,220	$	1,091	$	2,311

Life Sciences	Life Sciences													Life Sciences
Integrated Diagnostic Solutions	Integrated Diagnostic Solutions	$	454	$	807	$	1,261	$	413	$	420	$	833	Integrated Diagnostic Solutions	$	618	$	532	$	1,150	$	454	$	807	$	1,261
Biosciences	Biosciences	121		204		325		108		172		280		Biosciences	129		206		335		121		204		325
Total segment revenues	Total segment revenues	$	576	$	1,010	$	1,586	$	522	$	591	$	1,113	Total segment revenues	$	747	$	738	$	1,485	$	576	$	1,010	$	1,586

Interventional	Interventional													Interventional
Surgery	Surgery	$	227	$	65	$	292	$	249	$	63	$	312	Surgery	$	268	$	72	$	340	$	227	$	65	$	292
Peripheral Intervention	Peripheral Intervention	222		198		420		242		157		399		Peripheral Intervention	240		210		450		222		198		420
Urology and Critical Care	Urology and Critical Care	217		82		298		202		76		279		Urology and Critical Care	239		82		320		217		82		298
Total segment revenues	Total segment revenues	$	666	$	345	$	1,011	$	693	$	297	$	990	Total segment revenues	$	746	$	364	$	1,111	$	666	$	345	$	1,011

Total Company revenues	Total Company revenues	$	2,462	$	2,446	$	4,907	$	2,415	$	1,839	$	4,253	Total Company revenues	$	2,807	$	2,204	$	5,011	$	2,462	$	2,446	$	4,907


		Six Months Ended March 31,													Six Months Ended March 31,
(Millions of dollars)	(Millions of dollars)	2021						2020						(Millions of dollars)	2022						2021
		United States		International		Total		United States		International		Total			United States		International		Total		United States		International		Total
Medical	Medical													Medical
Medication Delivery Solutions	Medication Delivery Solutions	$	1,099	$	908	$	2,006	$	1,038	$	814	$	1,852	Medication Delivery Solutions	$	1,207	$	915	$	2,122	$	1,099	$	908	$	2,006
Medication Management Solutions	Medication Management Solutions	917		278		1,196		912		231		1,143		Medication Management Solutions	945		286		1,231		917		278		1,196
Diabetes Care	Diabetes Care	298		271		569		281		266		547		Diabetes Care	291		271		561		298		271		569
Pharmaceutical Systems	Pharmaceutical Systems	180		621		801		174		525		699		Pharmaceutical Systems	228		670		898		180		621		801
Total segment revenues	Total segment revenues	$	2,494	$	2,078	$	4,572	$	2,404	$	1,836	$	4,241	Total segment revenues	$	2,671	$	2,142	$	4,813	$	2,494	$	2,078	$	4,572

Life Sciences	Life Sciences													Life Sciences
Integrated Diagnostic Solutions	Integrated Diagnostic Solutions	$	1,469	$	1,459	$	2,928	$	799	$	834	$	1,633	Integrated Diagnostic Solutions	$	1,232	$	1,062	$	2,295	$	1,469	$	1,459	$	2,928
Biosciences	Biosciences	241		396		637		260		342		603		Biosciences	258		416		674		241		396		637
Total segment revenues	Total segment revenues	$	1,710	$	1,855	$	3,565	$	1,060	$	1,176	$	2,236	Total segment revenues	$	1,490	$	1,478	$	2,968	$	1,710	$	1,855	$	3,565

Interventional	Interventional													Interventional
Surgery	Surgery	$	489	$	135	$	624	$	505	$	133	$	638	Surgery	$	549	$	152	$	701	$	489	$	135	$	624
Peripheral Intervention	Peripheral Intervention	454		392		846		467		327		794		Peripheral Intervention	457		407		863		454		392		846
Urology and Critical Care	Urology and Critical Care	445		171		616		409		161		570		Urology and Critical Care	492		168		661		445		171		616
Total segment revenues	Total segment revenues	$	1,388	$	698	$	2,086	$	1,381	$	621	$	2,002	Total segment revenues	$	1,498	$	727	$	2,225	$	1,388	$	698	$	2,086

Total Company revenues	Total Company revenues	$	5,592	$	4,631	$	10,223	$	4,845	$	3,634	$	8,479	Total Company revenues	$	5,659	$	4,347	$	10,006	$	5,592	$	4,631	$	10,223

Segment income for the three and six-month periods was as follows:


		Three Months Ended March 31,				Six Months Ended March 31,					Three Months Ended March 31,				Six Months Ended March 31,
(Millions of dollars)	(Millions of dollars)	2021		2020		2021		2020		(Millions of dollars)	2022		2021		2022		2021
Income Before Income Taxes	Income Before Income Taxes									Income Before Income Taxes
Medical (a)	Medical (a)	$	634	$	443	$	1,300	$	1,007	Medical (a)	$	615	$	634	$	1,331	$	1,300
Life Sciences ~~(b)~~	Life Sciences ~~(b)~~	548		285		1,521		646		Life Sciences ~~(b)~~	475		548		1,009		1,521
Interventional	Interventional	209		213		511		455		Interventional	280		209		544		511
Total Segment Operating Income	Total Segment Operating Income	1,392		941		3,331		2,109		Total Segment Operating Income	1,370		1,392		2,884		3,331
Acquisitions and other restructurings		(52)		(75)		(102)		(161)
Other operating expense (c)		(296)		0		(296)		0
Integration and restructuring expense										Integration and restructuring expense	(28)		(52)		(62)		(102)
Net interest expense	Net interest expense	(122)		(132)		(238)		(266)		Net interest expense	(100)		(122)		(195)		(238)
Other unallocated items (d)		(618)		(534)		(1,233)		(1,087)
Other unallocated items (b)										Other unallocated items (b)	(717)		(913)		(1,378)		(1,529)
Total Income Before Income Taxes	Total Income Before Income Taxes	$	305	$	200	$	1,462	$	594	Total Income Before Income Taxes	$	525	$	305	$	1,248	$	1,462

(a)The amounts ~~include a charge of $37 million~~ for the three and six months ended March 31, ~~2021, and charges of $199 million and $258 million, for the three and six months ended March 31, 2020, respectively, recorded to~~ ~~Cost of products sold, related to the estimate of costs associated with remediation efforts for Alaris~~TM ~~infusion pumps in the Medication Management Solutions unit.~~

~~(b)The amounts for the three and six-month periods ended March 31, 2020 included~~2022 include a noncash asset impairment charge of ~~$39~~$54 million recorded to Cost of products sold ~~to write down the carrying value of certain intangible assets~~ in the ~~Biosciences unit.~~Medical segment.

~~(c)The amounts for the three and six-month periods in 2021 consisted of pre-tax charges related to certain product liability matters, which is further discussed in Note 5.~~

~~(d)~~(b)Primarily comprised of foreign exchange, certain general and administrative expenses and share-based compensation expense. The amounts for the three and six months ended March 31, 2021 also included pre-tax charges of $296 million recorded to Other operating expense, net related to certain product liability matters, including the related legal defense costs, which are further discussed in Note 4.

Note 87 – Benefit Plans

The Company has defined benefit pension plans covering certain employees in the United States and certain international locations. The measurement date used for these plans is September 30.

Net pension cost included the following components for the three and six-month periods:


		Three Months Ended March 31,				Six Months Ended March 31,					Three Months Ended March 31,				Six Months Ended March 31,
(Millions of dollars)	(Millions of dollars)	2021		2020		2021		2020		(Millions of dollars)	2022		2021		2022		2021
Service cost	Service cost	$	36	$	39	$	79	$	79	Service cost	$	34	$	36	$	69	$	79
Interest cost	Interest cost	17		21		37		43		Interest cost	19		17		38		37
Expected return on plan assets	Expected return on plan assets	(41)		(48)		(89)		(97)		Expected return on plan assets	(46)		(41)		(94)		(89)
Amortization of prior service credit	Amortization of prior service credit	(3)		(3)		(7)		(7)		Amortization of prior service credit	(4)		(3)		(8)		(7)
Amortization of loss	Amortization of loss	23		25		50		50		Amortization of loss	15		23		31		50

Settlements										Settlements	1		—		6		—
Net pension cost	Net pension cost	$	32	$	34	$	69	$	68	Net pension cost	$	18	$	32	$	42	$	69

The amounts provided above for amortization of prior service credit and amortization of loss represent the reclassifications of prior service credits and net actuarial losses that were recognized in Accumulated other comprehensive income (loss) in prior periods. All components of the Company’s net periodic pension cost, aside from service cost, are recorded to Other (expense) income, net on its condensed consolidated statements of income.

Note 98 – Business Restructuring Charges

The Company incurred restructuring costs during the six months ended March 31, ~~2021,~~2022, primarily in connection with the Company's simplification and other cost saving initiatives, which were largely recorded within ~~Acquisitions~~Acquisition-related integration and ~~other restructurings~~restructuring expense. These simplification and other costs saving initiatives are focused on reducing complexity, enhancing product quality, refining customer experience, and improving cost efficiency across all of the Company’s segments. Restructuring liability activity for the six months ended March 31, ~~2021~~2022 was as follows:

(Millions of dollars) Employee
Termination Other Total
Bard Other Initiatives Bard Other Initiatives Bard Other Initiatives
Balance at September 30, 2020 $ 15 $ 17 $ 1 $ 3 $ 16 $ 20
Charged to expense 0 9 1 26 1 35
Cash payments (3) (13) (2) (20) (5) (33)
Non-cash settlements 0 0 0 (3) 0 (3)
Other adjustments (1) 0 0 0 (1) 0
Balance at March 31, 2021 $ 11 $ 13 $ 0 $ 6 $ 11 $ 19


(Millions of dollars)	Employee Termination		Other		Total
Balance at September 30, 2021	$	14	$	5	$	19

Charged to expense	4		30		34
Cash payments	(6)		(32)		(38)


Balance at March 31, 2022	$	12	$	3	$	15

Note 109 – Intangible Assets

Intangible assets consisted of:


		March 31, 2021				September 30, 2020					March 31, 2022						September 30, 2021
(Millions of dollars)	(Millions of dollars)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization		(Millions of dollars)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets	Amortized intangible assets									Amortized intangible assets
Developed technology	Developed technology	$	14,184	$	4,474	$	14,105	$	3,959	Developed technology	$	14,535	$	(5,491)	$	9,044	$	14,399	$	(4,983)	$	9,417
Customer relationships	Customer relationships	4,651		1,674		4,616		1,509		Customer relationships	4,686		(2,005)		2,681		4,658		(1,839)		2,818
Product rights	Product rights	125		81		119		73		Product rights	115		(82)		33		123		(83)		40
Trademarks	Trademarks	408		129		408		120		Trademarks	408		(146)		262		409		(137)		271
Patents and other	Patents and other	526		334		500		320		Patents and other	543		(343)		200		533		(342)		191
Amortized intangible assets	Amortized intangible assets	$	19,894	$	6,692	$	19,748	$	5,981	Amortized intangible assets	$	20,287	$	(8,067)	$	12,220	$	20,122	$	(7,385)	$	12,737
Unamortized intangible assets	Unamortized intangible assets									Unamortized intangible assets
Acquired in-process research and development	Acquired in-process research and development	$	44			$	44			Acquired in-process research and development	$	44					$	44
Trademarks	Trademarks	2				2				Trademarks	2						2
Unamortized intangible assets	Unamortized intangible assets	$	46			$	46			Unamortized intangible assets	$	46					$	46

Intangible amortization expense for the three months ended March 31, 2022 and 2021 ~~and 2020~~ was ~~$350~~$352 million and ~~$347~~$350 million, respectively. Intangible amortization expense for the six months ended March 31, 2022 and 2021 ~~and 2020~~ was ~~$698~~$707 million and ~~$693~~$698 million, respectively.

The following is a reconciliation of goodwill by business segment:


(Millions of dollars)	(Millions of dollars)	Medical		Life Sciences		Interventional		Total		(Millions of dollars)	Medical		Life Sciences		Interventional		Total
Goodwill as of September 30, 2020		$	10,044	$	837	$	12,739	$	23,620
Goodwill as of September 30, 2021										Goodwill as of September 30, 2021	$	10,255	$	836	$	12,810	$	23,901
Acquisitions (a)	Acquisitions (a)	99		0		0		99		Acquisitions (a)	—		71		205		276

Purchase price allocation adjustments	Purchase price allocation adjustments	2		0		1		3		Purchase price allocation adjustments	—		—		(2)		(2)
Currency translation	Currency translation	28		2		20		49		Currency translation	(32)		(6)		(42)		(80)
Goodwill as of March 31, 2021		$	10,173	$	839	$	12,760	$	23,772
Goodwill as of March 31, 2022										Goodwill as of March 31, 2022	$	10,223	$	902	$	12,971	$	24,096

(a)Represents goodwill recognized relative to certain acquisitions which were not material individually or in the aggregate.

Note 1110 – Derivative Instruments and Hedging Activities

The Company uses derivative instruments to mitigate certain exposures. The Company does not enter into derivative financial instruments for trading or speculative purposes. The effects these derivative instruments and hedged items ~~have~~had on the Company’s ~~financial position,~~balance sheets and the fair values of the derivatives outstanding at March 31, 2022 and September 30, 2021 were not material. The effects on the Company’s financial performance and cash flows are provided below.

Foreign Currency Risks and Related Strategies

The Company has foreign currency exposures throughout Europe, Greater Asia, Canada and Latin America. Transactional currency exposures that arise from entering into transactions, generally on an intercompany basis, in non-hyperinflationary countries that are denominated in currencies other than the functional currency are mitigated primarily through the use of forward contracts. In order to mitigate foreign currency exposure relating to its investments in certain foreign subsidiaries, the Company has hedged the currency risk associated with those investments with certain instruments, such as foreign currency-denominated debt and cross-currency swaps, ~~and currency exchange contracts,~~ which are designated as net investment ~~hedges.~~hedges, as well as currency exchange contracts.

The notional amounts of the Company’s foreign currency-related derivative instruments as of March 31, 2022 and September 30, 2021 were as follows:


(Millions of dollars)	Hedge Designation	March 31, 2022		September 30, 2021
Foreign exchange contracts (a)	Undesignated	$	1,486	$	2,735
Foreign currency-denominated debt (b)	Net investment hedges	2,419		2,543
Cross-currency swaps (c)	Net investment hedges	1,958		1,958

~~Hedges~~(a)Represent hedges of ~~the~~ transactional foreign exchange exposures resulting primarily from intercompany payables and ~~receivables are undesignated hedges. As such, the gains or~~receivables. Gains and losses on these instruments are recognized immediately in income. These gains and losses are largely offset by gains and losses on the underlying hedged items, as well as the hedging costs associated with the derivative instruments. ~~The net~~Net amounts recognized in Other (expense) income, net, during the three and six months ended March 31, ~~2021~~2022 and ~~2020~~2021 were immaterial to the Company's consolidated financial results. ~~The total notional amounts of the Company’s outstanding foreign exchange contracts as of March 31, 2021 and September 30, 2020 were $1.6 billion and $2.5 billion, respectively.~~

~~Certain of the Company's~~(b)Represents foreign currency-denominated long-term notes outstanding which ~~had a total carrying value of $1.5 billion as of March 31, 2021 and September 30, 2020, were designated as, and~~ were effective as economic hedges of net investments in certain of the Company's foreign subsidiaries. ~~The Company has entered into~~

(c)Represents cross-currency swaps ~~all of~~ which ~~are designated and~~were effective as economic hedges of net investments in certain of the Company's foreign subsidiaries. ~~The notional amount of the cross-currency swaps was $3.0 billion as of March 31, 2021 and September 30, 2020.~~

Net gains or losses relating to the net investment hedges, which are attributable to changes in the foreign currencies to U.S. dollar spot exchange rates, are recorded as accumulated foreign currency translation in Other comprehensive income (loss). Upon the termination of a net investment hedge, any net gain or loss included in Accumulated other comprehensive income (loss) relative to the investment hedge remains until the foreign subsidiary investment is disposed of or is substantially liquidated.

Net gains (losses) recorded to Accumulated other comprehensive income (loss) relating to the Company's net investment hedges for the three and six-month periods were as follows:


		Three Months Ended March 31,				Six Months Ended March 31,					Three Months Ended March 31,				Six Months Ended March 31,
(Millions of dollars)	(Millions of dollars)	2021		2020		2021		2020		(Millions of dollars)	2022		2021		2022		2021
Foreign currency-denominated debt	Foreign currency-denominated debt	$	35	$	44	$	(21)	$	10	Foreign currency-denominated debt	$	45	$	35	$	94	$	(21)
Cross-currency swaps	Cross-currency swaps	$	40	$	193	$	(84)	$	141	Cross-currency swaps	16		40		$	46	$	(84)

Interest Rate Risks and Related Strategies

The ~~Company’s policy is to manage interest rate exposure using~~Company uses a mix of fixed and variable rate ~~debt. The Company~~debt to manage its interest rate exposure, and periodically uses interest rate swaps to manage such exposures. Under these interest rate swaps, the Company exchanges, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. These swaps are designated as either cash flow or fair value orhedges.

Changes in the fair value of the interest rate swaps designated as cash flow hedges (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk) are recorded in Other comprehensive income (loss). If interest rate derivatives designated as cash flow hedges are terminated, the balance in Accumulated other comprehensive income (loss)

attributable to those derivatives is reclassified into earnings, within Interest expense, over the remaining life of the hedged debt. The amounts reclassified from accumulated other comprehensive income relating to cash flow hedges during the three and six months ended March 31, 2022 and 2021, as well as the amounts expected to be reclassified within the next 12 months, are not material to the Company's consolidated financial results.

The Company recorded net after-tax gains of $43 million and $78 million during the three months ended March 31, 2022 and 2021, respectively, and $39 million and $105 million during the six months ended March 31, 2022 and 2021, respectively, in Other comprehensive income relating to interest rate hedges.

For interest rate swaps designated as fair value hedges (i.e., hedges against the exposure to changes in the fair value of an asset or a liability or an identified portion thereof that is attributable to a particular risk), changes in the fair value of the interest rate swaps offset changes in the fair value of the fixed rate debt due to changes in market interest rates. Amounts recorded during the three and six months ended March 31, 2022 and 2021 were immaterial to the Company's consolidated financial results.

The ~~total~~ notional ~~amount~~amounts of ~~outstanding~~the Company’s interest ~~rate swaps designated~~rate-related derivative instruments as ~~fair value hedges was $375 million at~~of March 31, 2022 and September 30, ~~2020. The swaps represented~~2021 were as follows:


(Millions of dollars)	Hedge Designation	March 31, 2022		September 30, 2021
Interest rate swaps (a)	Fair value hedges	$	700	$	700
Forward starting interest rate swaps (b)	Cash flow hedges	1,000		1,000

(a)Represents fixed-to-floating interest rate swap agreements the Company entered into to convert the interest payments on certain long-term notes from the fixed rate to a floating interest rate based on LIBOR. ~~These~~

(b)Represents interest rate ~~swaps designated as fair value hedges were terminated at an immaterial net gain, concurrent with the redemption of the 3.125% notes due November 8, 2021~~derivatives entered into to mitigate exposure to interest rate risk related to future debt issuances.

Other Risk Exposures

The Company purchases resins, which are oil-based components used in the ~~second quarter~~manufacture of ~~fiscal 2021. Additional disclosures regarding~~certain products. Significant increases in world oil prices that lead to increases in resin purchase costs could impact future operating results. From time to time, the Company has managed price risks associated with these commodity purchases through commodity derivative forward contracts. The Company's ~~debt transactions are provided in Note 13. Changes in the fair value of the interest rate swaps offset changes in the fair value of the fixed rate~~

~~debt. The amounts recorded during the three and six months ended~~outstanding commodity derivative forward contracts at March 31, ~~2021 and 2020 for changes in the fair value of these hedges~~2022 were immaterial to the Company's consolidated financial ~~results.~~

~~Changes in~~results and the ~~fair value of the interest rate swaps designated as cash flow hedges (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk) are recorded in~~ ~~Other comprehensive income (loss). If interest rate derivatives designated as cash flow hedges are terminated, the balance in~~ ~~Accumulated other comprehensive income (loss)~~ attributable to those derivatives is reclassified into earnings over the remaining life of the hedged debt. The net realized loss related to terminated interest rate swaps expected to be reclassified and recorded in ~~Interest expense~~ ~~within the next 12 months is $2 million, net of tax.~~

~~The total notional amount of the Company's~~Company had no outstanding commodity derivative forward ~~starting interest rate swaps was $1.0 billion and $1.5 billion~~contracts at ~~March 31, 2021 and~~ September 30, 2020, respectively. The Company entered into these contracts to mitigate its exposure to interest rate risk. The Company recorded net after-tax gains (losses) of $78 million and $(111) million during the three months ended March 31, 2021 and 2020, respectively, and $105 million and $(74) million during the six months ended March 31, 2021 and 2020, respectively, in 2021.

~~Other comprehensive income (loss)~~ relating to these interest rate hedges. During the second quarter of fiscal year 2021, the notional amount of $500 million of the Company's outstanding forward starting interest rate swaps were terminated at an immaterial net loss, concurrent with the issuance of senior unsecured U.S. notes in the second quarter. This net loss will be reclassified into earnings within ~~Interest expense~~ ~~over the remaining life of the U.S. notes issued. Additional disclosures regarding the Company's debt transactions are provided in Note 13.~~

~~Financial Statement Effects~~

~~The fair values of derivative instruments outstanding at March 31, 2021 and September 30, 2020 were not material to the Company's consolidated balance sheets.~~

The amounts reclassified from accumulated other comprehensive income relating to cash flow hedges during the six months ended March 31, 2021 and 2020 were not material to the Company's consolidated financial results.

Note 1211 – Financial Instruments and Fair Value Measurements

The following reconciles cash and equivalents and restricted cash reported within the Company's consolidated balance sheets at March 31, ~~2021~~2022 and September 30, ~~2020~~2021 to the total of these amounts shown on the Company's consolidated statements of cash flows:


(Millions of dollars)	(Millions of dollars)	March 31, 2021		September 30, 2020		(Millions of dollars)	March 31, 2022		September 30, 2021
Cash and equivalents	Cash and equivalents	$	3,734	$	2,825	Cash and equivalents	$	3,147	$	2,283
Restricted cash	Restricted cash	164		92		Restricted cash	173		109
Cash and equivalents and restricted cash	Cash and equivalents and restricted cash	$	3,898	$	2,917	Cash and equivalents and restricted cash	$	3,320	$	2,392

Cash equivalents consist of all highly liquid investments with a maturity of three months or less at time of purchase. Restricted cash consists of cash restricted from withdrawal and usage except for certain product liability matters.

The fair values of the Company’s ~~cash~~financial instruments are as follows:


(Millions of dollars)	Basis of fair value measurement	March 31, 2022		September 30, 2021
Institutional money market accounts and ultra-short bond fund (a)	Level 1	$	609	$	200
Current portion of long-term debt (b)	Level 2	1,056		503
Long-term debt (b)	Level 2	17,576		18,537

(a)These financial instruments are recorded within Cash and equivalents ~~include~~ on the consolidated balance sheets. The institutional money market accounts ~~which~~ permit daily ~~redemption, and an ultra-short bond fund.~~redemption. The fair values of these investments are based upon the quoted prices in active markets provided by the holding financial ~~institutions, which are considered Level 1 inputs in the~~institutions.

(b)Long-term debt is recorded at amortized cost. The fair value ~~hierarchy. The fair values~~ of these accounts were $825 million and $1.549 billion at March 31, 2021 and September 30, 2020, respectively. The Company’s remaining cash and equivalents, excluding restricted cash, were $2.9 billion and $1.3 billion at March 31, 2021 and September 30, 2020, respectively.long-term debt is measured based upon quoted prices in active markets for similar instruments.

Short-term investments are held to their maturities and are carried at cost, which approximates fair value. The short-term investments consist of instruments with maturities greater than three months and less than one year.

Long-term debt is recorded at amortized cost. The fair value of long-term debt is measured based upon quoted prices in active markets for similar instruments, which are considered Level 2 inputs in the fair value hierarchy. The fair value of long-term debt was $19.1 billion and $19.0 billion at March 31, 2021 and September 30, 2020, respectively. The fair value of the current portion of long-term debt at March 31, 2021 was immaterial and the fair value of the current portion of long-term debt was $702 million at September 30, 2020.

All other instruments measured by the Company at fair value, including derivatives and contingent consideration liabilities, are immaterial to the Company's consolidated balance sheets.

Nonrecurring Fair Value Measurements

In the second quarter of fiscal year 2022, the Company recorded a noncash asset impairment charge of $54 million to Cost of products sold in the Medical segment. In the first quarter of fiscal year 2021, the Company recorded charges to Cost of products sold of $34 million to write down the carrying value of certain fixed assets. ~~In the second quarter of fiscal year 2020, the Company recorded a charge to~~ ~~Cost of products sold~~ ~~of $39 million to write down the carrying value of certain intangible assets in the Biosciences unit.~~ The amounts recognized were recorded to adjust the carrying amount of assets to the assets' fair values, which were estimated, based upon a market participant's perspective, using Level 3 inputs, including values estimated using the income approach.

Transfers of trade receivables

Over the normal course of its business activities, the Company transfers certain trade receivable assets to third parties under factoring agreements. Per the terms of these agreements, the Company surrenders control over its trade receivables upon transfer. Accordingly, the Company accounts for the transfers as sales of trade receivables by recognizing an increase to Cash and equivalents and a decrease to Trade receivables, net when proceeds from the transactions are received. During the three months ended March 31, 2021 and 2020, the Company transferred $364 million and $500 million, respectively, of its trade receivables to third parties under factoring arrangements. During the six months ended March 31, 2021 and 2020, the Company transferred $856 million and $1.316 billion, respectively, of its trade receivables to third parties under factoring arrangements. The portion of these receivables which were yet to be remitted to the third parties at March 31, 2021 and September 30, 2020 were $311 million and $256 million, respectively. The costs incurred by the Company in connection with factoring activities were not material to its consolidated financial results. The amounts transferred and yet to be remitted under factoring arrangements are provided below.


	Three Months Ended March 31,				Six Months Ended March 31,
(Millions of dollars)	2022		2021		2022		2021
Trade receivables transferred to third parties under factoring arrangements	$	323	$	364	$	478	$	856


	March 31, 2022		September 30, 2021
Amounts yet to be collected and remitted to the third parties	$	237	$	130

Note 1312 – Debt

In February ~~2021,~~2022, Embecta, as a wholly-owned subsidiary of the Company, issued ~~$1.0 billion~~$500 million of ~~1.957%~~5.000% senior secured notes due February ~~11, 2031. The Company used~~15, 2030, in advance of the ~~net proceeds from this long-term debt offering, together with cash~~Company’s spin-off of Embecta, which is further discussed in Note 1.

After the spin-off was effective on ~~hand, to repay~~April 1, 2022, $200 million of 6.750% senior secured notes issued by Embecta and due February 15, 2030 were exchanged for $199 million of the ~~entire $1.0 billion~~ aggregate principal amount outstanding on the ~~3.125% notes~~Company’s Floating Rate Notes due November 8, 2021, as well as accrued interest, related premiums, fees and expenses related to this repaid amount. The Company redeemed this long-term debt at an aggregate market price of $1.019 billion.June 6, 2022, which were purchased through a tender offer. The carrying value of the long-term notes tendered was ~~$1.005 billion,~~$199 million, and the Company recognized a loss on this debt extinguishment of ~~$14~~$2 million, which ~~was~~will be recorded in the ~~second~~third quarter of fiscal year ~~2021~~2022 within Other (expense) income, net, on the Company’s condensed consolidated statements of income.

Also in ~~February 2021, Becton Dickinson Euro Finance S.à r.l., a private limited liability company (société à responsabilité limitée), which is an indirect, wholly-owned finance subsidiary of~~connection with the ~~Company,~~spin-off, on March 31, 2022 Embecta issued ~~Euro-denominated debt consisting of 600 million Euros ($728 million) of 1.213% notes due February 12, 2036. The notes are fully and unconditionally guaranteed on~~ a senior ~~unsecured basis by the Company. No other of the Company's subsidiaries provide any guarantees~~secured term loan facility with respect to these notes. The indenture covenants included a limitation on liens and a restriction on sale and leasebacks, change of control and consolidation, merger and sale of assets covenants. These covenants are subject to a number of exceptions, limitations and qualifications. The indenture does not restrict the Company, Becton Dickinson Euro Finance S.à r.l., or any other of the Company's subsidiaries from incurring additional debt or other liabilities, including additional senior debt. Additionally, the indenture does not restrict Becton Dickinson Euro Finance S.à r.l. and the Company from granting security interests over its assets. The Company used the net proceeds from this long-term debt offering, together with cash on hand, to repay the entire 600 million Euros ($728 million) of aggregate principal amount outstanding on the 0.174% notes due June 4, 2021, as well as accrued interest, related premiums, fees and expenses related to this repaid amount. The Company redeemed this long-term debt at an aggregate market price of $730 million. The carrying value of the long-term notes was $728 million, and the Company recognized a loss on this debt extinguishment of $1 million, which was recorded in the second quarter of fiscal year 2021 within ~~Other (expense) income, net, on the Company’s condensed consolidated statements of income.~~

In December 2020, the Company redeemed $265 million of the aggregate principal amount outstanding on the 2.894% notes due June 6, 2022, as well as accrued interest, related premiums, fees and expenses related to this redeemed amount. Based upon the aggregate $265 million carrying value of the notes redeemed and the $275 million the Company paid to redeem the aggregate principal amount of $950 million and a senior secured revolving credit facility providing borrowings of up to $500 million that was undrawn at March 31, 2022 and at the spin-off date.

The borrowings from the 5.000% senior secured notes due February 15, 2030 and the senior secured term loan facility were included within the Company's condensed consolidated balance sheet at March 31, 2022. The senior secured notes and credit agreement for the term loan and revolving credit facilities were guaranteed on an unsecured, unsubordinated basis solely by the Company ~~recorded a loss~~prior to the spin-off date. The Company’s guarantees automatically and unconditionally terminated upon the consummation of the spin-off on ~~this debt extinguishment transaction in the first quarter of fiscal year 2021 of $10 million within~~ ~~Other (expense) income, net, on its condensed consolidated statements of income.~~

~~Note 14 – Subsequent Event~~

~~BD’s Intention to Spin Off Diabetes Care~~April 1, 2022.

On ~~May 6, 2021,~~March 31, 2022, Embecta used a portion of the proceeds from the financing transactions discussed above to make a cash distribution of approximately $1.266 billion to the Company. On April 1, 2022, an additional $197 million was distributed to the Company announced its intention to spin off its Diabetes Care business as a separate publicly traded company to BD’s shareholders. The proposed spin-off is intended to be a tax-free transaction for U.S. federal income tax purposes and is expected to be completed inthrough the ~~first half~~exchange of ~~calendar year 2022,~~ the senior secured notes discussed above~~subject to the satisfaction of customary~~.

~~conditions~~, including final approval from BD’s Board of Directors and the effectiveness of a registration statement on Form 10 to be filed with the SEC. As an independent, publicly traded entity, the Diabetes Care business will be positioned to more effectively allocate its capital and operational resources with a dedicated growth strategy.

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

The following commentary should be read in conjunction with the condensed consolidated financial statements and accompanying notes presented in this report. Within the tables presented throughout this discussion, certain columns may not add due to the use of rounded numbers for disclosure purposes. Percentages and earnings per share amounts presented are calculated from the underlying amounts. References to years throughout this discussion relate to our fiscal years, which end on September 30.

Company Overview

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

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

BD’s ~~Intention to Spin Off~~Spin-Off of Diabetes Care

~~On May 6, 2021, we announced~~Subsequent to the end of our ~~intention to spin off our~~second quarter, on April 1, 2022, BD completed the separation and distribution of Embecta, formerly BD's Diabetes Care business, asinto a separate, ~~publicly traded company to BD’s shareholders. The proposed~~publicly-traded company. Additional disclosures regarding our spin-off ~~is intended to be a tax-free transaction for U.S. federal income tax purposes and is expected to be completed in the first half~~ of ~~calendar year 2022,~~ ~~subject to the satisfaction of customary conditions, including final approval from BD’s Board of Directors and the effectiveness of a registration statement on Form 10 to be filed with the SEC. As an independent, publicly traded entity,~~ the Diabetes Care business ~~will be positioned~~are provided in Note 1 in the Notes to ~~more effectively allocate its capital~~Condensed Consolidated Financial Statements.

Key Trends Affecting Results of Operations

As noted above, our products are manufactured and ~~operational resources with a dedicated growth strategy.~~sold worldwide, which exposes our operations, supply chain and suppliers to various global macroeconomic factors. The factors which are currently most impactful to our operating results include the following:

•Inflation, which has increased the costs of raw materials, components, labor, energy, and logistical services;

~~COVID-19 Pandemic Impacts~~•Availability of skilled labor, global energy sources, raw materials and ~~Response~~electrical components; and

~~A novel strain~~•Constrained logistics capacity related to the movement of ~~coronavirus disease (“COVID-19”) was officially declared a~~goods around the globe.

The shortages of certain raw materials and components, delays in global transportation and the scarcity of labor in our manufacturing facilities are contributing to product backlogs and increasing our lead times in some of our product lines. During our fiscal year 2022, significant inflationary pressures are impacting our supply chain costs in certain areas. Our raw material and freight costs have been particularly impacted and these increased costs are pressuring our operating expenses and the costs of our investments. We are mitigating these inflationary pressures through the following:

•Driving strategic procurement initiatives to leverage alternatives sources of raw material and transportation;

•Intensifying continuous improvement programs in our manufacturing and distribution facilities;

•Continuing strategic rationalization programs across multiple product lines as part of our simplification strategy; and

•Optimizing our sales through product allocation and price initiatives.

The COVID-19 pandemic ~~by the World Health Organization ("WHO")~~continues to drive volatility in ~~March 2020 and~~global economic conditions as governments around the world ~~have been implementing~~implement various measures to slow and control the ongoing spread of ~~COVID-19. These government measures, as well as a shift~~the virus. Resurgences in healthcare priorities, resulted in a significant decline in medical procedures, which led to weakened demand for our products during our fiscal year 2020 and demand for some of our products continues to be adversely affected by the pandemic. Resurgences of COVID-19 infections ~~in many locations around~~or new strains of the ~~world during~~virus may affect the ~~second quarter~~prioritization of ~~our fiscal year 2021 unfavorably impacted~~acute and non-acute healthcare utilization, which may temporarily weaken future demand for certain of our ~~products, most notably within~~products. The pandemic has also contributed to the inflationary pressures and supply chain disruptions discussed above and these challenges could persist if governments continue to impose lockdowns, quarantine requirements and other restrictions in order to control rates of COVID-19 infections, such as in China. Additionally, the pandemic has escalated challenges that existed for global healthcare systems prior to the pandemic, such as staffing shortages, including nursing shortages, and budget constraints.

While resurgences of COVID-19 infections have continued to occur in various countries around the world, demand for our ~~Interventional segment. Revenues~~SARS-CoV-2 diagnostics tests and injection devices used for COVID-19 vaccinations has declined from levels reached during the highest peaks in COVID-19 infections. As discussed below, our second quarter ~~and the first six months of our~~ fiscal year ~~2021~~2022 revenues in our Life Sciences segment reflected ~~a substantial benefit from~~ sales related to ~~COVID-19~~COVID-19-only diagnostic testing on the BD VeritorTM Plus and BD MaxTM ~~Systems. The magnitude~~Systems of ~~this benefit~~$214 million, compared with revenues from such testing products in the prior-year period of $474 million. During the second quarter of fiscal year 2022, revenues in our ~~second quarter aligned with~~Life Sciences segment benefited from high demand for our ~~expectations that pricing for SARS-CoV-2 diagnostic tests would be impacted as competitors entered the~~ new combination influenza/COVID-19 ~~diagnostic~~ testing ~~market~~assays.

Geopolitical conditions may also impact our operations. Our operations in Russia and Ukraine are not material to our financial results, and as ~~demand for COVID-19 testing declined. The impacts which affected~~such, the conflict between Russia and Ukraine has not materially impacted our ~~revenue growth for~~results of operations to date. However, the ~~three months ended March 31, 2021, including those related to~~continuation of the ~~COVID-19 pandemic, are discussed~~Russia-Ukraine military conflict and/or an escalation of the conflict beyond its current scope may weaken the global economy and could result in ~~greater detail further below.~~additional inflationary pressures and supply chain constraints.

Due to the significant uncertainty that exists relative to the duration and overall impact of the ~~COVID-19 pandemic,~~macroeconomic factors discussed above, our future operating performance, particularly in the short-term, may be subject to volatility. In this regard, we continue to see challenges posed by the pandemic to global transportation channels, other aspects of our supply chain and demand for procedure-based products. The U.S. and other governments may enact or use laws and regulations, such as the Defense Production Act or export restrictions, to ensure availability of needed COVID-19 testing and vaccination delivery devices. Any such action may impact our global supply chain network.

The impacts of ~~the COVID-19 pandemic~~macroeconomic conditions on our business, results of operations, financial condition and cash flows is dependent on certain factors, ~~including:~~

•~~The extent to which resurgences~~including those discussed in ~~COVID-19 infections or new strains of the virus result~~Item 1A. Risk Factors in ~~the imposition of new governmental lockdowns, quarantine requirements or other restrictions that may weaken demand for certain of~~this report and in our ~~products and/or disrupt our operations;~~

•The degree to which distribution of available COVID-19 vaccines and the entry of additional competitive SARS-CoV-2 diagnostic testing products will impact the demand and pricing for our COVID-19 diagnostics testing solutions;

•~~The pace at which hospitals, clinical laboratories, research laboratories and institutions fully resume normal operations that are not related to the COVID-19 pandemic;~~

•~~The timing and strength of any global economic recovery and the degree of pressure that the weaker macroeconomic environment will put~~2021 Annual Report on ~~future healthcare utilization, the capital budgets of hospitals and other healthcare institutions, and the global demand for our products.~~

We remain focused on partnering with governments, healthcare systems, and healthcare professionals to navigate the COVID-19 pandemic. This focus includes providing access to our SARS-CoV-2 diagnostics tests and injection devices for global vaccination campaigns, as well as supplying products and solutions for ongoing care for patients around the world. We have also remained focused on protecting the health and safety of BD employees while ensuring continued availability of BD’s critical medical devices and technologies during these unprecedented times.Form 10-K (the “2021 Annual Report”).

Overview of Financial Results and Financial Condition

For the three months ended March 31, ~~2021,~~2022, worldwide revenues of ~~$4.907~~$5.011 billion increased ~~15.4%~~2.1% from the prior-year ~~period, which~~period. This increase reflected ~~an overall increase in volume, including increases attributable~~the following impacts:


	Increase (decrease) in current-period revenues
Volume	7.3	%
Period-over-period decline in revenues related to COVID-19-only testing	(5.2)	%
Pricing	1.8	%
Foreign currency translation	(1.8)	%

Increase in revenues from the prior-year period	2.1	%

As noted above, our core products, of approximately 12.0%. Revenues for the three months ended March 31, 2021 also reflected a favorable impact from foreign currency translation of approximately 3.2% and a favorable impact from pricing of approximately 0.2%. Volume in the second quarter of fiscal year ~~2021~~2022 revenues reflected ~~the following:~~

•~~Medical segment revenues in the second quarter reflected growth in the Medication Delivery Solutions and Pharmaceutical Systems units.~~

•~~Life Sciences segment revenues in the second quarter reflected growth that was primarily driven by the Integrated Diagnostic Solutions unit’s~~ sales related to ~~COVID-19~~COVID-19-only diagnostic testing on the BD VeritorTM Plus and BD MaxTM ~~Systems. Sales related to COVID-19 diagnostic~~Systems of $214 million, compared with revenues from testing products in the prior-year period of $474 million.

Volume growth in the second quarter of fiscal year ~~2021 were approximately $480 million.~~2022 was driven by demand for our core products and reflected the following:

•Medical segment revenues reflected strong demand in the Medication Delivery Solutions, Medication Management Solutions and Pharmaceutical Systems units.

•The Life Sciences segment revenues reflected strong demand for core products in both units.

•Interventional segment revenues ~~in the second quarter~~ reflected ~~growth in the Urology and Critical Care unit,~~strong demand across all units, as well as a favorable comparison to the prior-year period decline in ~~the Peripheral Intervention unit.~~revenues which resulted from resurgences in COVID-19 infections.

WeOur BD 2025 strategy for growth is anchored in three pillars: grow, simplify and empower. As we execute this strategy, we continue to invest in research and development, strategic tuck-in acquisitions, geographic expansion, and new product ~~market~~ programs to drive further revenue and profit growth. We have reinvested a portion of the profits from our sales related to COVID-19 diagnostic testing into our BD 2025 strategy, with a specific focus on growth, simplification and cost saving initiatives. Our ability to sustain our long-term growth will depend on a number of factors, including our ability to expand our core business (including geographical expansion), develop innovative new products, and continue to improve operating efficiency and organizational effectiveness. As further discussed above, current global economic conditions ~~are highly~~have been relatively volatile due to various macroeconomic factors. We have mitigated the ~~COVID-19 pandemic. In addition,~~inflationary pressures on our businesses through the various strategies discussed above. However, there can be no assurance that we ~~believe pricing pressure exists globally which~~will be able to effectively mitigate such inflationary pressures in future periods, and an inability to offset inflationary pressures, at least in part, through the strategies discussed above could adversely impact our ~~businesses.~~ results of operations.

Cash flows from operating activities were ~~$2.721~~$1.118 billion in the first six months of fiscal year ~~2021.~~2022. At March 31, ~~2021,~~2022, we had ~~$3.922~~$3.335 billion in cash and equivalents and short-term investments, including restricted cash. We continued to return value to our shareholders in the form of dividends. During the first six months of fiscal year ~~2021,~~2022, we paid cash dividends of ~~$528~~$541 million, including ~~$483~~$496 million paid to common shareholders and $45 million paid to preferred shareholders.

Each reporting period, we face currency exposure that arises from translating the results of our worldwide operations to the U.S. dollar at exchange rates that fluctuate from the beginning of such period. A ~~weaker~~stronger U.S. dollar, compared to the prior-year

period, resulted in ~~a favorable~~an unfavorable foreign currency translation impact to our revenues ~~and~~during the second quarter of fiscal year 2022. A favorable foreign currency impact to our earnings during the second quarter of fiscal year ~~2021.~~2022 resulted from current-period sales of inventory recorded on our consolidated balance sheet in fiscal year 2021, when the U.S. dollar was weaker. 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. 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 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.

Results of Operations

Medical Segment

The following summarizes second quarter Medical revenues by organizational unit:


		Three months ended March 31,											Three months ended March 31,
(Millions of dollars)	(Millions of dollars)	2021		2020		Total Change		Estimated FX Impact		FXN Change		(Millions of dollars)	2022		2021		Total Change		Estimated FX Impact		FXN Change
Medication Delivery Solutions	Medication Delivery Solutions	$	999	$	904	10.4	%	2.3	%	8.1	%	Medication Delivery Solutions	$	1,038	$	999	3.9	%	(1.4)	%	5.3	%
Medication Management Solutions	Medication Management Solutions	566		568		(0.3)	%	1.6	%	(1.9)	%	Medication Management Solutions	604		566		6.7	%	(1.1)	%	7.8	%
Diabetes Care	Diabetes Care	284		278		2.0	%	2.2	%	(0.2)	%	Diabetes Care	273		284		(3.9)	%	(2.2)	%	(1.7)	%
Pharmaceutical Systems	Pharmaceutical Systems	462		400		15.4	%	5.6	%	9.8	%	Pharmaceutical Systems	501		462		8.5	%	(3.7)	%	12.2	%
Total Medical Revenues	Total Medical Revenues	$	2,311	$	2,151	7.4	%	2.7	%	4.7	%	Total Medical Revenues	$	2,416	$	2,311	4.5	%	(1.9)	%	6.4	%

The Medication Delivery Solutions ~~unit's revenues in the second quarter of 2021 reflected strong performance associated with the~~ unit’s ~~core products, despite continued lower utilization of healthcare globally as a result of the COVID-19 pandemic. The Medication Delivery Solutions unit's~~ revenue growth in the second quarter of ~~2021 benefited from global sales of syringes relating to COVID-19 vaccination efforts and~~2022 reflected strong U.S. ~~sales of~~demand for core offerings that was driven by competitive gains for catheters and ~~medication delivery devices. The Medical Delivery Solutions unit’s international~~vascular care products, as well as by improved healthcare utilization in the current-year period. This revenue growth ~~in the second quarter of 2021 reflected a favorable comparison to~~was partially offset by lower vaccination sales compared with the prior-year ~~quarter, which was impacted by COVID-19 pandemic-related declines in China.~~

~~The~~period. In the Medication Management Solutions ~~unit's revenues in the second quarter of 2021~~unit, revenue growth reflected ~~declines in the unit’s international infusion systems business, partially offset by~~strong growth in global placements of dispensing systems in both acute and non-acute settings, as well as infusion pump sales and the ~~unit’s~~ utilization of sets in

international dispensing business. We submitted our 510(k) premarket notification to the United States Food and Drug Administration (the “FDA”) for the BD Alaris™ System in April 2021. The 510(k) submission is intended to bring the regulatory clearance for the BD Alaris™ System up-to-date, implement new features to address the open recall issues and provide other updates, including a new version of BD Alaris™ System software that will provide clinical, operational and cybersecurity updates.

Second quarter revenues in the Diabetes Care unit were comparable to the prior-year period, which benefited from increased U.S. orders from retailers and distributors in response to the COVID-19 pandemic.markets. The Diabetes Care unit’s ~~revenues in the second quarter of 2021 were also unfavorably impacted by~~revenue decline reflected the accelerated timing of U.S. orders into the first quarter of our fiscal year ~~2021 in preparation for a new product introduction.~~2022. The Pharmaceutical Systems ~~unit's revenues~~unit’s revenue growth in the second quarter of ~~2021 reflected continued strong~~2022 was driven by demand for ~~prefillable products.~~our pre-filled devices and is enabled by capacity expansion investments. The Pharmaceutical Systems unit’s current-period revenues also benefited from continued expansion of service offerings.


		Six months ended March 31,											Six months ended March 31,
(Millions of dollars)	(Millions of dollars)	2021		2020		Total Change		Estimated FX Impact		FXN Change		(Millions of dollars)	2022		2021		Total Change		Estimated FX Impact		FXN Change
Total Medical Revenues	Total Medical Revenues	$	4,572	$	4,241	7.8	%	2.0	%	5.8	%	Total Medical Revenues	$	4,813	$	4,572	5.3	%	(0.9)	%	6.2	%

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


		Three months ended March 31,						Six months ended March 31,							Three months ended March 31,						Six months ended March 31,
(Millions of dollars)	(Millions of dollars)	2021			2020			2021			2020			(Millions of dollars)	2022			2021			2022			2021
Medical segment income	Medical segment income	$	634		$	443		$	1,300		$	1,007		Medical segment income	$	615		$	634		$	1,331		$	1,300

Segment income as % of Medical revenues	Segment income as % of Medical revenues	27.4		%	20.6		%	28.4		%	23.8		%	Segment income as % of Medical revenues	25.5		%	27.4		%	27.6		%	28.4		%

The Medical segment's income in the second quarter ~~was driven by its performance with respect to~~reflected lower gross profit margin and higher operating expenses as discussed in greater detail below:

•~~Gross~~The Medical segment’s lower gross profit margin ~~was higher~~ in the second quarter of ~~2021 as~~2022 compared with the second quarter of ~~2020. The prior-year period included~~2021 primarily reflected higher raw material and freight costs, as well as a noncash asset impairment charge of ~~$199 million~~$54 million. These unfavorable impacts to ~~record estimated future costs to remediate BD Alaris~~TM ~~infusion pumps. Gross~~the Medical segment’s second quarter gross margin ~~in the current-year period reflected~~were partially offset by lower manufacturing costs resulting from continuous improvement projects which enhanced the efficiency of our ~~operations. The Medical segment’s second quarter gross margin was unfavorably impacted by~~operations, as well as favorable impacts from foreign currency translation ~~product quality-related expenses, as well as investments in simplification~~ and ~~other cost saving~~price initiatives.

•Selling and administrative expense as a percentage of revenues was ~~lower~~higher in the second quarter of ~~2021~~2022 compared with the second quarter of ~~2020 primarily due to a reduction~~2021, which reflected the curtailment of certain selling, travel and other administrative activities in the prior-year period due to the COVID-19 pandemic, as well as higher shipping costs ~~that has~~in the current-year period.

•Research and development expense as a percentage of revenues was higher in the second quarter of 2022 compared with the second quarter of 2021, which reflected the timing of project spending and our continued reinvestment in the segment’s growth initiatives.

Life Sciences Segment

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



	Three months ended March 31,
(Millions of dollars)	2022		2021		Total Change		Estimated FX Impact		FXN Change
Integrated Diagnostic Solutions	$	1,150	$	1,261	(8.8)	%	(2.0)	%	(6.8)	%
Biosciences	335		325		3.1	%	(2.5)	%	5.6	%
Total Life Sciences Revenues	$	1,485	$	1,586	(6.4)	%	(2.2)	%	(4.2)	%

As previously discussed above, the Integrated Diagnostic Solutions unit’s revenues related to COVID-19-only diagnostic testing on the BD VeritorTM Plus and BD MaxTM Systems in the second quarter of 2022 were $214 million, compared with revenues from such testing products in the prior-year period of $474 million. The Integrated Diagnostic Solutions unit’s second quarter revenues were favorably impacted by a recovery of routine lab testing to pre-pandemic levels, as well as high demand for the new combination influenza/COVID-19 testing assays which was driven by stronger adoption of our broader respiratory panel and the timing of dealer stocking. Second quarter revenues in the Integrated Diagnostic Solutions unit were unfavorably impacted to a limited extent by supply chain challenges, as well as by pandemic-related lockdowns imposed by China. The Biosciences unit's revenue growth in the second quarter of 2022 reflected strong demand for research reagents, which was primarily driven by a return of lab utilization to pre-pandemic levels. The Biosciences unit's sales of instruments in the second quarter of 2022 were unfavorably impacted by a backlog which resulted from constraints on supplies of electronic components.



	Six months ended March 31,
(Millions of dollars)	2022		2021		Total Change		Estimated FX Impact		FXN Change
Total Life Sciences Revenues	$	2,968	$	3,565	(16.7)	%	(1.1)	%	(15.6)	%

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


	Three months ended March 31,						Six months ended March 31,
(Millions of dollars)	2022			2021			2022			2021
Life Sciences segment income	$	475		$	548		$	1,009		$	1,521

Segment income as % of Life Sciences revenues	32.0		%	34.6		%	34.0		%	42.7		%

The Life Sciences segment's income in the second quarter reflected lower gross profit margin and higher operating expenses as discussed in greater detail below:

•The Life Sciences segment’s lower gross profit margin in the second quarter of 2022 compared with the second quarter of 2021 primarily reflected the decline in COVID-19-only testing revenues compared with the prior-period, as well as higher raw material and freight costs. These unfavorable impacts were partially offset by lower manufacturing costs resulting from continuous improvement projects, product mix, and price initiatives.

•Selling and administrative expense as a percentage of revenues was higher in the second quarter of 2022 compared with the second quarter of 2021, primarily due to the current-period decline in revenues. Higher selling and administrative expense as a percentage of revenues in the current-year period also reflected the curtailment of certain selling, travel and other administrative activities in the prior-year period due to the COVID-19 pandemic.

•Research and development expense as a percentage of revenues was higher in the second quarter of ~~2021~~2022 compared with the second quarter of ~~2020, which~~2021, primarily ~~reflects~~due to the current-period decline in revenues and our continued ~~commitment to research and development, as well as~~ reinvestment ~~into our~~in the segment’s growth initiatives.

~~Life Sciences~~Interventional Segment

The following summarizes second quarter ~~Life Sciences~~Interventional revenues by organizational unit:

Three months ended March 31,
(Millions of dollars) 2021 2020 Total
Change Estimated
FX
Impact FXN Change
Integrated Diagnostic Solutions $ 1,261 $ 833 51.3 % 5.1 % 46.2 %
Biosciences 325 280 16.3 % 4.0 % 12.3 %
Total Life Sciences Revenues $ 1,586 $ 1,113 42.5 % 4.8 % 37.7 %


	Three months ended March 31,
(Millions of dollars)	2022		2021		Total Change		Estimated FX Impact		FXN Change
Surgery	$	340	$	292	16.5	%	(1.0)	%	17.5	%
Peripheral Intervention	450		420		7.1	%	(1.4)	%	8.5	%
Urology and Critical Care	320		298		7.4	%	(1.4)	%	8.8	%
Total Interventional Revenues	$	1,111	$	1,011	9.9	%	(1.3)	%	11.2	%

Second quarter 2022 revenue growth in the Surgery unit reflected double-digit growth in revenues for hernia, biosurgery and infection prevention platforms; the unit’s prior-period revenues were impacted by a decline that was driven by resurgences of COVID-19 infections. The ~~Life Sciences segment's~~Surgery unit’s current-period revenues also benefited from its acquisitions of Tepha, Inc., which occurred in the fourth quarter of fiscal year 2021, and Tissuemed, Ltd., which occurred in the first quarter of fiscal year 2022. Second quarter revenues in the Peripheral Intervention unit reflected strong demand across its end-stage kidney disease, oncology and peripheral vascular platforms, as well as a benefit from the unit’s acquisition of Venclose, Inc., which occurred in the first quarter of fiscal year 2022. The Urology and Critical Care unit’s revenue growth in the second quarter of ~~2021 was primarily driven by~~2022 reflected strong demand for acute urology products and the ~~Integrated Diagnostic Solutions~~ unit's ~~sales related to COVID-19 diagnostic testing on the BD Veritor~~TM ~~Plus and BD Max~~TM Systems. Growth in the Integrated Diagnostic Solutions unit was unfavorably impacted by the lack of a traditional influenza season in 2021. While routine diagnostic testing levels have not yet fully recovered to pre-pandemic levels, growth was observed in specific high acuity settings like specimentargeted temperature management ~~and ID/AST testing. The Biosciences unit's~~platform. Second quarter revenues in the ~~second quarter~~Interventional segment also reflected strong international growth across each of ~~2021 reflected a strong recovery in demand for research instruments and reagents, as well as for clinical instruments.~~its organizational units.



	Six months ended March 31,
(Millions of dollars)	2022		2021		Total Change		Estimated FX Impact		FXN Change
Total Interventional Revenues	$	2,225	$	2,086	6.7	%	(0.7)	%	7.4	%

Six months ended March 31,
(Millions of dollars) 2021 2020 Total
Change Estimated
FX
Impact FXN Change
Total Life Sciences Revenues $ 3,565 $ 2,236 59.5 % 3.5 % 56.0 %

~~Life Sciences~~Interventional segment income for the three and six-month periods ~~was as follows:~~is provided below.

Three months ended March 31, Six months ended March 31,
(Millions of dollars) 2021 2020 2021 2020
Life Sciences segment income $ 548 $ 285 $ 1,521 $ 646
Segment income as % of Life Sciences revenues 34.6 % 25.6 % 42.7 % 28.9 %


	Three months ended March 31,						Six months ended March 31,
(Millions of dollars)	2022			2021			2022			2021
Interventional segment income	$	280		$	209		$	544		$	511

Segment income as % of Interventional revenues	25.2		%	20.7		%	24.5		%	24.5		%

The ~~Life Sciences~~Interventional segment's income in the second quarter ~~was driven by its performance with respect to~~reflected higher gross profit margin ~~and operating expenses~~ as discussed in greater detail below:

•~~Gross~~The Interventional segment’s higher gross profit margin in the second quarter of ~~2021 was higher~~2022 compared with the second quarter of ~~2020, which~~2021 primarily reflected ~~a favorable impact on product mix from~~higher revenues in the ~~Integrated Diagnostic Solutions unit's sales related to COVID-19 testing. The Life Sciences segment’s second quarter gross~~current-year period compared with the prior-year period, as well as current-period price initiatives. Gross profit margin in the prior-year period was unfavorably impacted by ~~foreign currency translation.~~product quality-related expenses.

•Selling and administrative expense as a percentage of revenues was higher in the second quarter of ~~2021 was lower~~2022 compared with the ~~prior-year period primarily due to~~second quarter of 2021, which benefited from the ~~increase in revenues in the quarter and a reduction~~curtailment of certain selling, travel and other administrative ~~costs that has resulted from~~activities due to the COVID-19 pandemic ~~partially offset by higher selling costs associated with COVID-19 testing solutions.~~in the prior year.

•Research and development expense as a percentage of revenues was lower in the second quarter of ~~2021~~2022 compared with the second quarter of ~~2020 primarily due to~~2021, as the increase in current-period revenues inoutpaced the ~~quarter, partially offset by additional investments in COVID-19 testing solutions.~~

~~Interventional Segment~~

~~The following summarizes second quarter Interventional revenues by organizational unit:~~

Three months ended March 31,
(Millions of dollars) 2021 2020 Total
Change Estimated
FX
Impact FXN Change
Surgery $ 292 $ 312 (6.5) % 1.2 % (7.7) %
Peripheral Intervention 420 399 5.3 % 3.1 % 2.2 %
Urology and Critical Care 298 279 7.0 % 1.6 % 5.4 %
Total Interventional Revenues $ 1,011 $ 990 2.1 % 2.1 % — %

~~The Interventional segment’s revenue growth in the second quarter~~timing of 2021 was unfavorably impacted by resurgences of COVID-19 infections globally during the quarter and also by a comparison to the prior-year period, which was only partially impacted by the pandemic. The decline in medical procedures and healthcare utilization is most pronounced in our Surgery and Peripheral Interventional units. Second quarter revenues in the Peripheral Intervention unit reflected growth from sales of peripheral arterial disease solutions, including growth attributable to the unit’s acquisition of Straub Medical AG, which occurred in the third quarter of fiscal year 2020. The Peripheral Intervention unit’s revenues in the second quarter of 2021 also reflected strong growth in China. Second quarter revenues in the Urology and Critical Care unit reflected continued strength in sales of acute urology products and sales of the unit's targeted temperature management portfolio.

Six months ended March 31,
(Millions of dollars) 2021 2020 Total
Change Estimated
FX
Impact FXN Change
Total Interventional Revenues $ 2,086 $ 2,002 4.2 % 1.7 % 2.5 %

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

Three months ended March 31, Six months ended March 31,
(Millions of dollars) 2021 2020 2021 2020
Interventional segment income $ 209 $ 213 $ 511 $ 455
Segment income as % of Interventional revenues 20.7 % 21.5 % 24.5 % 22.7 %

~~The Interventional segment's income in the second quarter was driven by its performance with respect to gross profit margin and operating expenses as discussed in greater detail below:~~

•Gross profit margin was lower in the second quarter of 2021 as compared with the second quarter of 2020 primarily due to product quality-related expenses and the decrease in revenues in the quarter. These unfavorable impacts to gross profit margin in the second quarter were partially offset by favorable mix in the Urology and Critical Care unit.

•Selling and administrative expense as a percentage of revenues in the second quarter of 2021 was lower compared with the prior-year period primarily due to a reduction of travel, other administrative and selling costs that has resulted from the COVID-19 pandemic.

•Research and development expense as a percentage of revenues was higher in the second quarter of 2021 compared with the second quarter of 2020 which primarily reflects reinvestment into our growth initiatives.project spending.

Geographic Revenues

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

Three months ended March 31,
(Millions of dollars) 2021 2020 Total
Change Estimated
FX
Impact FXN Change
United States $ 2,462 $ 2,415 1.9 % — % 1.9 %
International 2,446 1,839 33.0 % 7.3 % 25.7 %
Total Revenues $ 4,907 $ 4,253 15.4 % 3.2 % 12.2 %


	Three months ended March 31,
(Millions of dollars)	2022		2021		Total Change		Estimated FX Impact		FXN Change
United States	$	2,807	$	2,462	14.0	%	—	%	14.0	%
International	2,204		2,446		(9.9)	%	(3.7)	%	(6.2)	%
Total Revenues	$	5,011	$	4,907	2.1	%	(1.8)	%	3.9	%

U.S. revenue growth in the second quarter of ~~2021~~2022 was primarily driven by ~~sales related~~a recovery of routine lab testing to pre-pandemic levels and high demand for the new combination influenza/COVID-19 ~~diagnostic~~ testing assays in the Life Sciences segment's Integrated Diagnostic Solutions ~~unit, as noted above. Second quarter~~unit. U.S. revenues also reflected volume growth in the Medical segment's Medication Delivery Solutions unit and in the Life Sciences segment’s Biosciences unit, as well as in the Interventional segment’s Urology and Critical Care unit. As discussed above, resurgences of COVID-19 infections during the quarter in the United States unfavorably impacted revenues in the Interventional segment’s Surgery and Peripheral Intervention units.

~~International~~ revenues in the second quarter of ~~2021 were~~2022 also reflected strong sales in the Medical segment’s Medication Delivery Solutions, Medication Management Solutions and Pharmaceutical Systems units, as well as by strong sales in all three of the Interventional segment’s units.

The decline in international revenues in the second quarter of 2022 was primarily driven by ~~COVID-19 diagnostic testing-related~~an unfavorable comparison to the prior-year quarter, which substantially benefited from sales in the Life Sciences segment's Integrated Diagnostic Solutions unit related to COVID-19 diagnostic testing, as further discussed ~~further~~ above. ~~International~~This decline in international revenues in the second quarter ~~were also favorably impacted~~of 2022 was partially offset by ~~volume growth~~strong sales in the Medical ~~segment's~~segment’s Medication ~~Delivery~~Management Solutions ~~unit~~ and Pharmaceutical Systems units, as well as by strong sales in the Life Sciences segment’s Biosciences ~~unit and~~unit. All three of the Interventional segment’s units contributed to international revenue growth in the second quarter of 2022, particularly the Surgery and Peripheral Intervention ~~unit.~~units.

Emerging market revenues ~~for the second quarter~~ were ~~$714 million, compared with $568 million~~as follows and reflected growth in the prior year’s quarter. Second quarter revenue growth benefited from a favorable comparison to the prior-year quarter which was impacted by COVID-19 pandemic-related declines in China. Emerging market revenues in the current-year period included an estimated $10 million favorable impact due to foreign currency translation.Greater Asia, including China, and Latin America:



	Three months ended March 31,
(Millions of dollars)	2022		2021		Total Change		Estimated FX Impact		FXN Change
Emerging markets	$	753	$	714	5.4	%	(1.3)	%	6.7	%

Specified Items

Reflected in the financial results for the three and six-month periods of fiscal years ~~2021~~2022 and ~~2020~~2021 were the following specified items:


		Three months ended March 31,				Six months ended March 31,					Three months ended March 31,				Six months ended March 31,
(Millions of dollars)	(Millions of dollars)	2021		2020		2021		2020		(Millions of dollars)	2022		2021		2022		2021
Integration costs (a)	Integration costs (a)	$	33	$	57	$	66	$	119	Integration costs (a)	$	11	$	33	$	28	$	66
Restructuring costs (a)	Restructuring costs (a)	19		18		36		41		Restructuring costs (a)	17		19		34		36

Separation and related costs (b)										Separation and related costs (b)	53		—		78		—

Purchase accounting adjustments ~~(b)~~(c)	Purchase accounting adjustments ~~(b)~~(c)	348		340		700		688		Purchase accounting adjustments ~~(b)~~(c)	356		348		720		700
Transaction gain/loss, product and other litigation-related matters (c)		333		199		328		258
European regulatory initiative-related costs (d)	European regulatory initiative-related costs (d)	33		27		59		44		European regulatory initiative-related costs (d)	36		33		67		59
Investment gains/losses and asset impairments (e)	Investment gains/losses and asset impairments (e)	—		40		—		41		Investment gains/losses and asset impairments (e)	73		—		90		—
Transaction gain/loss, product and other litigation-related matters (f)										Transaction gain/loss, product and other litigation-related matters (f)	36		333		41		328
Impacts of debt extinguishment	Impacts of debt extinguishment	20		—		30		—		Impacts of debt extinguishment	—		20		—		30

Total specified items	Total specified items	785		680		1,220		1,191		Total specified items	582		785		1,059		1,220
Less: tax impact of specified items	Less: tax impact of specified items	125		124		204		146		Less: tax impact of specified items	99		125		187		204
After-tax impact of specified items	After-tax impact of specified items	$	660	$	557	$	1,016	$	1,045	After-tax impact of specified items	$	483	$	660	$	872	$	1,016

(a)Represents amounts associated with acquisition-related integration and restructuring ~~costs~~activities which are primarily recorded in ~~Acquisitions~~Acquisition-related integration and ~~other restructurings~~restructuring expense and are further discussed below.

(b)Represents costs which were primarily recorded to Other operating expense, net and were incurred for consulting, legal, tax, other advisory services, as well as interest expense that was associated with the spin-off of BD's Diabetes Care business.

(c)Includes amortization and other adjustments related to the purchase accounting for acquisitions impacting identified intangible assets and valuation of fixed assets and debt. BD’s amortization expense is primarily recorded in Cost of products sold.

~~(c)~~(d)Represents costs incurred to develop processes and systems to establish initial compliance with the European Union Medical Device Regulation and the European Union In Vitro Diagnostic Medical Device Regulation, which represent a significant, unusual change to the existing regulatory framework. We consider these costs to be duplicative of previously incurred costs and/or one-off costs, which are limited to a specific period of time. These expenses, which are recorded in Cost of products sold and Research and development expense, include the cost of labor, other services and consulting (in particular, research and development and clinical trials) and supplies, travel and other miscellaneous costs.

(e)Includes a noncash asset impairment charge recorded in Cost of products sold of $54 million in the Medical segment, as well as losses recorded within Other (expense) income, net relating to certain investments.

(f)Includes charges of $35 million and $37 million recorded to Cost of products sold in 2022 and 2021, respectively, to adjust the estimate of future product remediation costs.The amounts in 2021 also include charges of $296 million ~~recorded to~~in Other operating expense, netto record product liability reserves, including related legal defense costs, as further discussed below. ~~The amounts in 2021 and 2020 include charges recorded within~~ ~~Cost of products sold~~ ~~related to the estimate of future product remediation costs, as further discussed below.~~

~~(d)~~Represents costs required to develop processes and systems to comply with regulations such as the European Union Medical Device Regulation ("EUMDR") and General Data Protection Regulation ("GDPR"). These costs were recorded in ~~Research and development expense~~ ~~and~~ ~~Cost of products sold~~.

~~(e)The amounts in 2020 primarily represented a charge of $39 million recorded in~~ ~~Cost of products sold~~ ~~to write down the carrying value of certain intangible assets in the Biosciences unit.~~

Gross Profit Margin

Gross profit margin for the three and six-month periods of fiscal year ~~2021~~2022 compared with the prior-year periods in fiscal year ~~2020~~2021 reflected the following impacts:

Three-month period Six-month period
March 31, 2020 gross profit margin % 40.8 % 43.8 %
Impact of purchase accounting adjustments and other specified items 5.7 % 4.3 %
Operating performance (0.2) % 1.2 %
Foreign currency translation (0.5) % (0.6) %
March 31, 2021 gross profit margin % 45.8 % 48.7 %


	Three-month period		Six-month period
March 31, 2021 gross profit margin %	45.8	%	48.7	%
Impact of purchase accounting adjustments and other specified items	(1.1)	%	(0.8)	%
Period-over-period decline in COVID-19-only testing profitability	(0.1)	%	(1.3)	%
Operating performance	0.2	%	(0.2)	%
Foreign currency translation	1.2	%	0.9	%
March 31, 2022 gross profit margin %	46.0	%	47.3	%

The impacts of ~~purchase accounting adjustments and~~ other specified items ~~reflected~~on gross profit margin in the ~~following:~~

•~~The current-year~~ three and six-month periods ~~included charges~~ of ~~approximately $37 million to record an estimate of future costs within the Medication Management Solutions unit associated with remediation efforts related to Alaris~~TM infusion pumps. The prior-year three and six-month periods included charges of $199 million and $258 million, respectively, associated with these remediation efforts. Based on the course of our remediation efforts, it is possible that our estimate of future costs to remediate the AlarisTM ~~infusion pumps could change over time.~~

•~~The prior-year three and six-month periods also~~2022 included a ~~$39~~noncash asset impairment charge of $54 million ~~charge to write down the carrying value of certain intangible assets~~ in the ~~Biosciences unit.~~

Medical segment. Operating performance in the three and six-month periods of ~~2021 primarily~~2022 reflected ~~the following:~~

•~~Favorable impacts of product mix driven by the Integrated Diagnostic Solutions unit's sales related~~our efforts to ~~COVID-19 testing were offset in the three-month period of 2021 by the impact of~~mitigate higher raw material costs through leveraging our ~~continued re-investment of profits into our BD 2025 strategy focus on growth simplification and empowerment.~~

•~~Favorable impacts attributable to lower manufacturing costs resulting from~~ongoing continuous improvement projects and ~~synergy initiatives were offset by the impact of product quality-related expenses in our Medical and Interventional segments.~~

Operating performance in the six-month period of 2021 additionally reflected an unfavorable impact from charges of $34 million recorded by the Medical and Interventional segments to write down the carrying value of certain fixed assets.implementing price initiatives.

Operating Expenses

A summary of operating expenses for the three and six-month periods of fiscal years ~~2021~~2022 and ~~2020~~2021 is as follows:

Three months ended March 31, Increase (decrease) in basis points Six months ended
March 31, Increase (decrease) in basis points
2021 2020 2021 2020
(Millions of dollars)
Selling and administrative expense $ 1,148 $ 1,025 $ 2,298 $ 2,146
% of revenues 23.4 % 24.1 % (70) 22.5 % 25.3 % (280)
Research and development expense $ 317 $ 264 $ 608 $ 535
% of revenues 6.5 % 6.2 % 30 5.9 % 6.3 % (40)
Acquisitions and other restructurings $ 52 $ 75 $ 102 $ 161
Other operating expense $ 296 $ — $ 296 $ —


	Three months ended March 31,						Increase (decrease) in basis points	Six months ended March 31,						Increase (decrease) in basis points
	2022			2021				2022			2021
(Millions of dollars)
Selling and administrative expense	$	1,232		$	1,148			$	2,456		$	2,298
% of revenues	24.6		%	23.4		%	120	24.5		%	22.5		%	200

Research and development expense	$	343		$	317			$	673		$	608
% of revenues	6.9		%	6.5		%	40	6.7		%	5.9		%	80

Acquisition-related integration and restructuring expense	$	28		$	52			$	62		$	102

Other operating expense, net	$	49		$	296			$	70		$	296

Selling and administrative expense

Higher selling and administrative expense as a percentage of revenues in the three and six-month periods of 2022 compared with the prior-year periods reflected higher shipping costs in the current-year periods, as well as the curtailment of certain selling, travel and other administrative activities in the prior-year periods due to the COVID-19 pandemic. Higher selling and administrative expense as a percentage of revenues in the six-month period of 2022 also reflected the current-period decline in revenues. Selling and administrative expense as a percentage of revenues in the three and six-month periods of ~~2021~~2022 was ~~lower compared with the prior-year periods primarily due to the increase in revenues in the current-year periods, partially offset~~favorably impacted by ~~higher~~

shipping costs as a result of expedited shipments relating to COVID-19 and increases in the deferred compensation plan liability, as compared with decreases in the prior-year periods, due to the market performance of deferred compensation plan assets. The changes in these investment assets, which offset changes in the plan liability, are recorded in ~~Other (expense) income, net~~. Selling and administrative expense as a percentage of revenues in the six-month period of 2021 additionally reflected a reduction of year-to-date selling expenses that resulted from the COVID-19 pandemic.foreign currency translation.

Research and development expense

Research and development expense as a percentage of revenues in the ~~three-month period~~three and six-month periods of ~~2021~~2022 was higher compared with the prior-year ~~period~~periods, which primarily reflected our reinvestment of COVID-19 testing-related sales profits into our growth initiatives and additional investments in COVID-19 testing solutions, as further discussed above. Research and development expense as a percentage of revenues in the six-month period of 2021 was lower compared with the prior-year period as the increase in current-year revenues outpaced the timing of ~~our reinvestment of COVID-19 testing-related profits into our growth initiatives during the year-to-date period.~~project spending. Spending in both the current and prior-year periods reflected our continued commitment to drive innovation and growth with new products and platforms.

~~Acquisitions~~Acquisition-related integration and restructuring expense

Acquisition-related integration and restructuring expense in the three and six-month periods of 2022 and 2021 included restructuring costs related to simplification and other ~~restructurings~~

cost saving initiatives, as well as system integration costs. Costs ~~relating to acquisitions and other restructurings~~ in the three and six-month periods of 2021 ~~and 2020~~also included integration costs incurred due to our acquisition of C.R. Bard, Inc. in the first quarter of fiscal year 2018. Costs in the three and six-month periods of 2021 additionally included restructuring costs related to simplification and cost saving initiatives. Costs relating to acquisition and other restructurings in the three and six-month periods of 2020 also included restructuring costs relating to the Bard acquisition. For further disclosures regarding restructuring costs, refer to Note 98 in the Notes to Condensed Consolidated Financial Statements.

Other operating expense, net

Other operating expense in the three and six-month periods of 2022 primarily included consulting, legal, tax and other advisory expenses associated with the spin-off of BD's Diabetes Care business. Other operating expense in the three and six-month periods of 2021 represents charges of $296 million to record product liability reserves, including related legal defense costs. ~~Additional disclosures regarding the product liability matters are provided in Note 5 in the Notes to Condensed Consolidated Financial Statements.~~

Nonoperating Income

Net interest expense

The components for the three and six-month periods of fiscal years ~~2021~~2022 and ~~2020~~2021 were as follows:


		Three months ended March 31,				Six months ended March 31,					Three months ended March 31,				Six months ended March 31,
(Millions of dollars)	(Millions of dollars)	2021		2020		2021		2020		(Millions of dollars)	2022		2021		2022		2021
Interest expense	Interest expense	$	(124)	$	(134)	$	(242)	$	(270)	Interest expense	$	(101)	$	(124)	$	(199)	$	(242)
Interest income	Interest income	2		2		5		3		Interest income	2		2		4		5
Net interest expense	Net interest expense	$	(122)	$	(132)	$	(238)	$	(267)	Net interest expense	$	(100)	$	(122)	$	(195)	$	(238)

Lower interest expense in the current-year ~~period~~periods compared with the prior-year ~~period~~periods primarily reflected ~~debt repayments and~~ lower overall interest rates on debt outstanding ~~during the current-year period.~~as a result of prior-year refinancing activities.

Income Taxes

The income tax rates for the three and six-month periods of fiscal years ~~2021~~2022 and ~~2020~~2021 are provided below.


		Three months ended March 31,				Six months ended March 31,					Three months ended March 31,				Six months ended March 31,
		2021		2020		2021		2020			2022		2021		2022		2021
Effective income tax rate	Effective income tax rate	1.9	%	8.5	%	10.9	%	22.5	%	Effective income tax rate	13.6	%	1.9	%	9.4	%	10.9	%

Impact, in basis points, from specified items	Impact, in basis points, from specified items	(1,010)		(750)		(260)		680		Impact, in basis points, from specified items	(180)		(1,010)		(380)		(260)

The effective income tax rate for the ~~three and six-month periods~~three-month period of fiscal year ~~2021~~2022 reflected a tax ~~impacts~~impact from specified items ~~which are discussed further above,~~ that ~~were more~~was less favorable compared with the ~~benefits~~benefit associated with specified items recognized in the prior-year ~~periods.~~

period. The effective income tax rate for the six-month period reflected a tax impact from specified items that was more favorable compared with the benefit recognized in the prior-year period, as well as a favorable impact relating to the timing of certain discrete items.

Net Income and Diluted Earnings per Share

Net Income and Diluted Earnings per Share for the three and six-month periods of fiscal years ~~2021~~2022 and ~~2020~~2021 were as follows:


		Three months ended March 31,				Six months ended March 31,					Three months ended March 31,				Six months ended March 31,
		2021		2020		2021		2020			2022		2021		2022		2021
Net Income (Millions of dollars)	Net Income (Millions of dollars)	$	299	$	183	$	1,302	$	461	Net Income (Millions of dollars)	$	454	$	299	$	1,131	$	1,302
Diluted Earnings per Share	Diluted Earnings per Share	$	0.94	$	0.53	$	4.28	$	1.40	Diluted Earnings per Share	$	1.50	$	0.94	$	3.78	$	4.28

Unfavorable impact-specified items	Unfavorable impact-specified items	$	(2.25)	$	(2.02)	$	(3.46)	$	(3.80)	Unfavorable impact-specified items	$	(1.68)	$	(2.25)	$	(3.04)	$	(3.46)

Favorable impact-foreign currency translation	Favorable impact-foreign currency translation	$	0.05			$	—			Favorable impact-foreign currency translation	$	0.12			$	0.19

Liquidity and Capital Resources

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


		Six months ended March 31,					Six months ended March 31,
(Millions of dollars)	(Millions of dollars)	2021		2020		(Millions of dollars)	2022		2021
Net cash provided by (used for)	Net cash provided by (used for)					Net cash provided by (used for)
Operating activities	Operating activities	$	2,721	$	1,196	Operating activities	$	1,118	$	2,721
Investing activities	Investing activities	$	(863)	$	(542)	Investing activities	$	(990)	$	(863)
Financing activities	Financing activities	$	(893)	$	1,210	Financing activities	$	804	$	(893)

Net Cash Flows from Operating Activities

Cash flows from operating activities in the first six months of fiscal year 2022 reflected net income, adjusted by a change in operating assets and liabilities that was a net use of cash. This net use of cash primarily reflected lower levels of accounts payable and accrued expenses and higher levels of inventory and prepaid expenses, partially offset by lower levels of trade receivables. Cash flows from operating activities in the current-year period additionally reflected a discretionary cash contribution of $134 million to fund our pension obligation.

Cash flows from operating activities in the first six months of fiscal year 2021 reflected net income, adjusted by a change in operating assets and liabilities that was a net source of cash. This net source of cash primarily reflected lower levels of trade receivables, partially offset by higher levels of inventory and prepaid expenses, as well as lower levels of accounts payable and accrued expenses.

Cash flows from operating activities in the first six months of fiscal year 2020 reflected net income, adjusted by a change in operating assets and liabilities that was a net use of cash. This net use of cash primarily reflected higher levels of inventory and lower levels of accounts payable and accrued expenses, partially offset by lower levels of trade receivables and prepaid expenses.

Net Cash Flows from Investing Activities

Our investments in capital expenditures are focused on projects that enhance our cost structure and manufacturing capabilities, ~~and~~as well as support our BD 2025 strategy for growth and simplification. Net outflows from investing activities in the first six months of ~~geographic expansion~~fiscal year 2022 included capital expenditure-related outflows of $415 million, compared with ~~select investments~~$499 million in ~~growing markets.~~the prior-year period. Net outflows from investing activities in the first six months of fiscal year 2022 also included cash payments of $450 million relating to various strategic acquisitions we have executed as part of our growth strategy, including our acquisitions of Scanwell Health, Inc, Tissuemed, Ltd., and Venclose, Inc. Net outflows from investing activities in the first six months of fiscal year 2021 included ~~capital expenditure-related outflows~~cash payments related to acquisitions of ~~$499 million, compared with $395 million in the prior-year period.~~

In December 2020, we announced a $1.2 billion capital investment to expand and upgrade manufacturing capacity and technology for prefillable syringes and advanced drug delivery systems. We believe this investment positions BD to have the needed surge capacity for increased prefillable syringe demand during times of pandemic response or periods of significant growth of new injectable drugs and vaccines.

$179 million.

Net Cash Flows from Financing Activities

Net cash from financing activities in the first six months of fiscal years ~~2021~~2022 and ~~2020~~2021 included the following significant cash flows:


		Six months ended March 31,					Six months ended March 31,
(Millions of dollars)	(Millions of dollars)	2021		2020		(Millions of dollars)	2022		2021
Cash inflow (outflow)	Cash inflow (outflow)					Cash inflow (outflow)
Change in credit facility borrowings		$	—	$	210
Proceeds from long-term debt and term loans		$	1,715	$	1,900
Payments of debt and term loans		$	(1,998)	$	(305)

Proceeds from long-term debt						Proceeds from long-term debt	$	—	$	1,715
Proceeds from debt issued in connection with the spin-off						Proceeds from debt issued in connection with the spin-off	$	1,424	$	—
Payments of debt						Payments of debt	$	(2)	$	(1,998)

Dividends paid	Dividends paid	$	(528)	$	(505)	Dividends paid	$	(541)	$	(528)

~~Our fiscal year 2021~~Additional disclosures regarding the debt ~~transactions~~issued in connection with the spin-off are ~~further discussed~~provided in Note 1312 in the Notes to Condensed Consolidated Financial Statements.

Certain measures relating to our total debt were as follows:


(Millions of dollars)	(Millions of dollars)	March 31, 2021			September 30, 2020			(Millions of dollars)	March 31, 2022			September 30, 2021
Total debt	Total debt	$	17,719		$	17,931		Total debt	$	18,635		$	17,610

Short-term debt as a percentage of total debt		—		%	3.9		%
Weighted average cost of total debt	Weighted average cost of total debt	2.8		%	2.8		%	Weighted average cost of total debt	2.6		%	2.4		%
Total debt as a percentage of total capital*	Total debt as a percentage of total capital*	40.0		%	41.3		%	Total debt as a percentage of total capital*	40.4		%	41.0		%

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

~~The decrease in the ratio of short-term debt as a percentage of total debt at March 31, 2021 reflected payments of debt in fiscal year 2021.~~

Cash and Short-Term Investments

At March 31, ~~2021,~~2022, total worldwide cash and equivalents and short-term investments, including restricted cash, were approximately ~~$3.922 billion, which~~$3.335 billion. These assets were largely held in the United States. We regularly review the amount of cash and short-term investments held outside of the United States and our historical foreign earnings are used to fund foreign investments or meet foreign working capital and property, plant and equipment expenditure needs. To fund cash needs in the United States, we rely on ongoing cash flow from U.S. operations, access to capital markets and remittances from foreign subsidiaries of earnings that are not considered to be permanently reinvested.

Financing Facilities

We have a five-year senior unsecured revolving credit facility in place which will expire in ~~December 2022.~~September 2026. The credit facility ~~currently~~ provides ~~for~~ borrowings of up to ~~$2.63 billion. We are also able to issue up to~~$2.75 billion, with separate sub-limits of $100 million infor letters of credit and swingline loans. The expiration date of the credit facility may be extended for up to two additional one year periods, subject to certain restrictions (including the consent of the lenders). The credit facility provides that we may, subject to additional commitments by lenders, request an additional $500 million of financing, for a maximum aggregate commitment under ~~this revolving~~the credit ~~facility. We use proceeds~~facility of up to $3.25 billion. Proceeds from this facility ~~to fund~~may be used for general corporate ~~needs.~~purposes. There were no borrowings outstanding under the revolving credit facility at March 31, ~~2021.~~2022.

The ~~agreements~~agreement for our revolving credit facility ~~contained~~contains the following financial covenants. We were in compliance with these covenants, as applicable, as of March 31, ~~2021.~~

•~~We are required to maintain an interest expense coverage ratio of not less than 4-to-1 as of the last day of each fiscal quarter.~~2022.

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

◦~~6-to-1 from~~4.25-to-1 as of the last day of each fiscal quarter following the closing ~~date~~ of the ~~Bard acquisition until and including the first fiscal quarter-end thereafter;~~credit facility; or

◦~~5.75-to-1~~4.75-to-1 for the ~~subsequent~~ four full fiscal quarters ~~thereafter;~~

◦~~5.25-to-1 for~~following the ~~subsequent four fiscal quarters thereafter;~~

◦~~4.5-to-1 for the subsequent four fiscal quarters thereafter;~~

◦~~4-to-1 for the subsequent four fiscal quarters thereafter;~~

◦~~3.75-to-1 thereafter.~~consummation of a material acquisition.

We also have informal lines of credit outside the United States. We may, from time to time, access the commercial paper market as we manage working capital over the normal course of our business activities. We had no commercial paper borrowings outstanding as of March 31, ~~2021.~~2022. Also, over the normal course of our business activities, we transfer certain trade receivable assets to third parties under factoring agreements. Additional disclosures regarding sales of trade receivable assets are provided in Note 1211 in the Notes to Condensed Consolidated Financial Statements.

Access to Capital and Credit Ratings

Our corporate credit ratings with the rating ~~agency~~agencies Standard & Poor's Ratings Services, Moody's Investor Service and Fitch Ratings at March 31, ~~2021~~2022 were unchanged compared with our ratings at September 30, 2020. In January 2021, S&P affirmed our September 30, 2020 ratings and revised the agency's outlook on our ratings to Stable from Negative. Also in January 2021, Moody’s upgraded our senior unsecured rating to Baa3 from Ba1, as well as our commercial paper rating to P-3 from NP. Moody’s also affirmed its positive outlook on our ratings.2021.

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

Concentrations of Credit Risk

We continually evaluate our accounts receivables for potential credit losses, particularly those resulting from sales to government-owned or government-supported healthcare facilities in certain countries, as payment may be dependent upon the financial stability and creditworthiness of those countries’ national economies. In addition to continually evaluating all governmental receivables for potential credit losses based upon historical loss experiences, we also evaluate such receivables based upon the availability of government funding and reimbursement practices. We believe the current reserves related to all

governmental receivables are adequate and that these receivables will not have a material adverse impact on our financial position or liquidity.

To date, we have not experienced a significant increased risk of credit losses in general as a result of the COVID-19 pandemic. No assurances can be given that the risk of credit losses will not increase in the future given the uncertainty around the duration of the pandemic and its economic impact.

Other Matters

Critical Accounting Policies

There were no changes to our critical accounting policies from those disclosed in our 2021 Annual Report.

Regulatory Matters

InFDA Warning Letter

On January 11, 2018, BD received a Warning Letter from the FDA with respect to our former BD Preanalytical Systems ("PAS") unit, citing certain alleged violations of quality system regulations and of law. The Warning Letter states that, until BD resolves the outstanding issues covered by the Warning Letter, the FDA will not clear or approve any premarket submissions for Class III devices to which the non-conformances are reasonably related or grant requests for certificates to foreign governments. BD has worked closely with the FDA and implemented corrective actions to address the quality management system concerns identified in the warning letter. In March 2020, the FDA conducted a subsequent inspection of PAS, which it classified as Voluntary Action Indicated, which means the FDA will not take or recommend any administrative or regulatory action as a result of the unit’s response to the observations associated with the quality management concerns in the inspection. BD continues to work with the FDA to generate additional clinical evidence and file 510(k)s as remaining commitments associated with the Warning Letter. In January 2022, BD received FDA clearance for its BD Vacutainer® ACD Blood Collection Tubes used in immunohematology. The FDA review of these remaining commitments is ongoing and no assurances can be given regarding further action by the FDA as a result of these commitments, including but not limited to action pursuant to the Warning Letter.

Consent Order — Covington, Georgia, USA

On October 28, 2019, BD entered into a consent order with the Environmental Protection Division of the Georgia Department of Natural Resources (the “EPD”), following the filing of a complaint and motion for temporary restraining order by the EPD seeking to enjoin BD from continuing sterilization operations at its Covington, Georgia facility. Under the terms of the consent order, which has been amended two times upon mutual agreement of BD and EPD, BD voluntarily agreed to a number of operational changes at its Covington and Madison, Georgia facilities, as well as at its distribution center in Covington, designed to further reduce ethylene oxide emissions, including but not limited to operating at a reduced ~~capacity.~~capacity until successful implementation of fugitive emission control technology, ongoing ambient air monitoring and operational controls at such facilities. Following submission of data relating to the implementation of these operational changes, BD ~~does not believe that~~was permitted to return to normal operations in December 2021 at its facilities in Georgia in accordance with the ~~consent order will have~~operating conditions set forth in its permit applications, including a ~~material impact on its operations. Violation~~condition to continue ambient air monitoring. However, BD’s sterilization operations in Georgia remain subject to the EPD’s final approval of ~~the consent order, though,~~BD’s permit applications and could be subject us to additional ~~restrictions on the sterilization operations at our Covington and Madison facilities.~~restrictions. BD has business continuity plans in place to mitigate the impact of any additional restrictions on our operations at these facilities, although it is possible that these plans will not be able to fully offset such impact, especially considering the reduced capacity of third-party sterilization service providers and the regulatory timelines associated with transferring sterilization operations for regulated products.

At a broader level, several states have increased the regulatory requirements associated with the use and emission of ethylene oxide, the most frequently used sterilant for medical devices and health care products in the U.S. This increased regulation could require BD or sterilization service providers, including providers used by BD, to temporarily suspend operations to install additional ~~air quality controls,~~fugitive emissions control technology, limit the use of ethylene oxide or take other actions, which would further reduce the available capacity of third-party providers to sterilize medical devices and health care products. A few states have filed lawsuits to require additional air quality controls and expand limitations on the use of ethylene oxide at sterilization facilities. ~~Late last year,~~For example, in December 2020, the State of New Mexico filed a lawsuit seeking a temporary restraining order and a preliminary and permanent injunction against a major medical device sterilizer, which sterilizes certain of our surgery products, to reduce ethylene oxide emissions associated with their sterilization process. On the federal level, in late 2019, the U.S. Environmental Protection Agency

provided notice that it would be conducting rulemaking to reconsider federal regulations applicable to the use and emission of ethylene ~~oxide~~. oxide. If any such proceedings or rulemaking result in the suspension of sterilization operations at BD or at medical device sterilizers used by BD, or otherwise limit the availability of third-party sterilization capacity, this could interrupt or otherwise adversely impact production of certain of our products. BD has business

continuity plans in place to mitigate the impact of any such disruptions, although these plans may not be able to fully offset such impact, for the reasons noted above.

Consent Decree with FDA

As previously reported, our BD AlarisTM infusion pump organizational unit is operating under an amended consent decree entered into by CareFusion (the “Consent Decree”) that includes all infusion pumps manufactured by or for CareFusion 303, Inc., the organizational unit that manufactures and sells AlarisTM infusion pumps in the United States.

Following an inspection that began in March 2020 of our Medication Management Systems facility (CareFusion 303, Inc.) in San Diego, California, the FDA issued to BD a Form 483 Notice (the “Form 483 Notice”) that contains a number of observations of ~~non-conformance. BD has~~non-conformance with quality system regulations. In addition, in December 2021, the FDA issued to CareFusion 303, Inc. a letter of non-compliance with respect to the Consent Decree (the “Non-Compliance Letter”) stating that, among other things, it had determined that certain of BD’s corrective actions with respect to the Form 483 Notice appeared to be adequate, some were still in progress such that adequacy could not be determined yet, and certain others were not adequate (e.g., complaint handling and corrective and preventive actions (CAPA), design verification and medical device reporting). Per the terms of the Non-Compliance Letter, CareFusion 303, Inc. provided the FDA with ~~its response to the Form 483~~a proposed comprehensive corrective action plan and has ~~begun~~retained an independent expert to ~~implement certain~~conduct periodic audits of CareFusion 303, Inc. infusion pump facilities over the next four years. CareFusion 303, Inc. will update its corrective ~~actions~~action plan to address any observations that may arise during the ~~observations. However,~~course of these audits, and these updates, as well as the audit reports, will be shared with FDA in accordance with the terms of the Non-Compliance Letter. The FDA’s review of the items raised in the Form 483 Notice and Non-Compliance Letter remains ongoing, and no assurances can be given regarding further action by the FDA as a result of the observations, including but not limited to action pursuant to the Consent Decree, or that the corrective actions proposed by CareFusion 303, Inc. will be adequate to address these observations. Additionally, we cannot currently predict the amount of additional monetary investment that will be incurred to resolve this matter or the matter’s ultimate impact on our business.

The Consent Decree authorizes the FDA, in the event of any violations in the future, to order us to cease manufacturing and distributing infusion pumps, recall products and take other actions. We may be required to pay damages of $15,000 per day per violation if we fail to comply with any provision of the Consent Decree, up to $15 million per year. We may also be subject to future proceedings and litigation relating to the matters addressed in the Consent Decree, including, but not limited to, additional fines, penalties, other monetary remedies, and expansion of the terms of the Consent Decree.

We are undertaking certain remediation of our BD AlarisTM System, and are currently shipping the product in the United States, only in cases of medical necessity and to remediate recalled software versions. As previously disclosed, we submitted our 510(k) premarket notification to the FDA for the BD Alaris™ System in April 2021. The 510(k) submission is intended to bring the regulatory clearance for the BD Alaris™ System up-to-date, address open recall issues and provide other updates and features, including a new version of BD Alaris™ System software that will provide clinical, operational and cybersecurity updates. We will not be able to fully resume commercial operations for the BD Alaris™ System in the United States until BD’s 510(k) submission relating to the product has been cleared by the FDA. No assurances can be given as to when or if clearance will be obtained from the FDA.

For further discussion of risks relating to the regulations to which we are subject, see Part I, Item 1A, of our ~~2020~~2021 Annual ~~Report on Form 10-K (the “2020 Annual Report”).~~Report.

Cautionary Statement Regarding Forward-Looking Statements

This report includes forward-looking statements within the meaning of the federal securities laws. BD and its representatives may also, from time to time, make certain forward-looking statements in publicly released materials, both written and oral, including statements contained in filings with the SEC, press releases, and our reports to shareholders. Forward-looking statements may be identified by the use of words such as “plan,” “expect,” “believe,” “intend,” “will,” “may,” “anticipate,” “estimate” and other words of similar meaning in conjunction with, among other things, discussions of future operations and financial performance (including volume growth, pricing, sales and earnings per share growth, and cash flows) and statements regarding our strategy for growth, future product development, regulatory approvals, competitive position and expenditures. This report also includes forward-looking statements regarding the proposed spin-off of the diabetes business, including the anticipated benefits of the spin-off and the expected timing of completion of the spin-off. All statements that address our future operating performance or events or developments that we expect or anticipate will occur in the future are forward-looking statements.

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

of new information, future events and developments or otherwise, except as required by applicable law or regulations.

The following are some important factors that could cause our actual results to differ from our expectations in any forward-looking statements. The Russia and Ukraine conflict may also heighten the impact of certain of these factors described below and the Risk Factors in our 2021 Annual Report. For further discussion of certain of these factors, see Item 1A. Risk Factors in this report and in our ~~2020~~2021 Annual Report.

•Any impact of the COVID-19 pandemic, including resurgences in COVID-19 infections or new strains of the virus, may have on our business, ~~including, without limitation,~~the global economy’s recovery and the global healthcare system, which may include decreases in the demand for our products, disruptions to our operations (including employee absenteeism) or disruptions to our ~~operations or our~~ supply ~~chain, and factors~~chain.

•Factors such as ~~vaccine campaigns~~the rate of vaccination, the effectiveness of vaccines against different strains, the rate of infections, and ~~increased competition~~competitive factors that could impact the demand and pricing for our COVID-19 diagnostics testing.

•The impact of inflation and disruptions in our global supply chain including fluctuations in the cost and availability of oil-based resins and other raw materials, as well as certain components, used in the production or sterilization of our products, transportation constraints, product shortages, energy shortages or increased energy costs, labor shortages in the United States and elsewhere, increased operating and labor costs, the ability to maintain favorable supplier and service arrangements and relationships (particularly with respect to sole-source suppliers and sterilization services), and the potential adverse effects of any disruption in the availability of such items and services.

•Weakness in the global economy and financial markets, which could increase the cost of operating our business, weaken demand for our products and services, negatively impact the prices we can charge for our products and services, or impair our ability to produce our products.

•The risks associated with the ~~proposed~~ spin-off of our former Diabetes Care business, including factors that could ~~delay, prevent or otherwise~~ adversely affect ~~the completion, timing or terms of the spin-off,~~ our ability to realize the expected benefits of the spin-off, or the qualification of the spin-off as a tax-free transaction for U.S. federal income tax purposes.

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

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

•The adverse financial impact resulting from unfavorable changes in foreign currency exchange rates.

•Regional, national and foreign economic factors, including inflation, deflation and fluctuations in interest rates, and their potential effect on our operating performance.

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

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

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

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

•The impact of changes in U.S. federal laws and policies that could affect fiscal and tax policies, healthcare and international trade, including import and export regulation and international trade agreements. In particular, tariffs or other trade barriers imposed by the U.S. or other countries could adversely impact our supply chain costs or otherwise adversely impact our results of operations.

•Increases in operating costs, including fluctuations in the cost and availability of oil-based resins and other raw materials, as well as certain components, used in our products, the ability to maintain favorable supplier and service arrangements and relationships (particularly with respect to sole-source suppliers and sterilization services), and the potential adverse effects of any disruption in the availability of such items and services.

•Security breaches of our information systems or our products, which could impair our ability to conduct business, result in the loss of BD trade secrets or otherwise compromise sensitive information of BD or its customers, suppliers and

other business partners, or of customers' patients, including sensitive personal data, or result in product efficacy or safety concerns for certain of our products, and result in actions by regulatory bodies or civil litigation.

•Difficulties inherent in product development, including the potential inability to successfully continue technological innovation, successfully complete clinical trials, obtain and maintain regulatory approvals and registrations in the United States and abroad, obtain intellectual property protection for our products, obtain coverage and adequate reimbursement for new products, or gain and maintain market approval of products, as well as the possibility of infringement claims by competitors with respect to patents or other intellectual property rights, all of which ~~can~~could preclude or delay commercialization of a product. Delays in obtaining necessary approvals or clearances from the FDA or other regulatory agencies or changes in the regulatory process may also delay product launches and increase development costs.

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

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

•Conditions in international markets, including social and political conditions, civil unrest, terrorist activity, governmental changes, restrictions on the ability to transfer capital across borders, tariffs and other protectionist measures, difficulties in protecting and enforcing our intellectual property rights and governmental expropriation of assets. This includes the possible impact of the United Kingdom's exit from the European Union ("EU"), which has created uncertainties affecting our business operations in the United Kingdom and the EU, and possibly other countries. Our international operations also increase our compliance risks, including risks under the Foreign Corrupt Practices Act and other anti-corruption laws, as well as regulatory and privacy laws.

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

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

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

•The effects of climate change, weather, regulatory or other events that adversely impact our supply chain, including our ability to manufacture our products (particularly where production of a product line or sterilization operations are concentrated in one or more plants), source materials or components or services from suppliers (including sole-source suppliers) that are needed for such manufacturing (including sterilization), or provide products to our customers, including events that impact key distributors.

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

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

•New or changing laws and regulations affecting our domestic and foreign operations, or changes in enforcement practices, including laws relating to trade, monetary and fiscal policies, taxation (including tax reforms that could adversely impact multinational corporations), sales practices, environmental protection, price controls, and licensing and regulatory requirements for new products and products in the post-marketing phase. In particular, the U.S. and other countries may impose new requirements regarding registration, labeling or prohibited materials that may require us to re-register products already on the market or otherwise impact our ability to market our products. Environmental laws, particularly with respect to the emission of greenhouse gases, are also becoming more stringent throughout the world, which may increase our costs of operations or necessitate changes in our manufacturing plants or processes or those of our suppliers, or result in liability to BD.

•Product efficacy or safety concerns regarding our products resulting in product holds or recalls, regulatory action on the part of the FDA or foreign counterparts (including restrictions on future product clearances and civil penalties), declining sales and product liability claims, and damage to our reputation. As a result of the CareFusion acquisition, ~~we are~~our U.S. infusion pump business is operating under ~~the~~a Consent Decree with the FDA. The Consent Decree authorizes the FDA, in the event of any violations in the future, to order usour U.S. infusion pump business to cease manufacturing and distributing products, recall products or take other actions, and ~~we may be required to pay~~order the payment of significant monetary damages if ~~we fail~~the business subject to the decree fails to comply with any provision of the Consent Decree. We are undertaking certain remediation of our BD AlarisTM System, and ~~cannot fully commercialize~~are currently shipping the product in the U.S., only in cases of medical necessity and to remediate recalled software versions. We will not be able to fully resume commercial operations for the BD Alaris System in the U.S. until aBD’s 510(k) ~~filing~~ submission relating to the product has been cleared by the FDA. No assurances can be given as to when or if clearance ~~of the submission~~ will be obtained from the FDA.

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

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

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

•Issuance of new or revised accounting standards by the FASB or the SEC.

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

3435

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in information reported since the end of the fiscal year ended September 30, ~~2020.~~2021.

Item 4. Controls and Procedures

An evaluation was carried out by BD’s management, with the participation of BD’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of BD’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of March 31, ~~2021.~~2022. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were, as of the end of the period covered by this report, effective and designed to ensure that material information relating to BD and its consolidated subsidiaries would be made known to them by others within these entities.

There were no changes in our internal control over financial reporting during the fiscal quarter ended March 31, ~~2021~~2022 identified in connection with the above-referenced evaluation that have materially affected, or are reasonably likely to materially affect, BD’s internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are involved, both as a plaintiff and a defendant, in various legal proceedings, ~~which arise in the ordinary course of business,~~ including product liability and environmental matters as set forth in our ~~2020~~2021 Annual Report, and in Note 54 of the Notes to Condensed Consolidated Financial Statements in this report, which is incorporated herein by reference.

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Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A, of our ~~2020~~2021 Annual Report, except as follows.

~~Risks relating to proposed spin-off~~

~~On May 6, 2021, we announced our intention to spin off our Diabetes Care business as a separate publicly traded company to BD’s shareholders.~~ The ~~proposed spin-off is intended to be a tax-free transaction for U.S. federal income tax purposes~~military conflict between Russia and is expected to be completed in the first half of calendar year 2022, subject to the satisfaction of customary conditions, including final approval by BD’s Board of Directors and the effectiveness of a registration statement on Form 10 to be filed with the SEC.

~~Executing the proposed spin-off will require significant time and attention from BD’s senior management and employees, which could disrupt BD’s ongoing business and~~Ukraine may adversely affect our business, financial condition and results of operations.

Given the global nature of our business, political, economic, social and other conditions in non-U.S. countries and regions, including geopolitical risks such as the current military conflict between Russia and Ukraine, may adversely affect our business, financial condition and results of operations. The ~~proposed spin-off~~military conflict in Ukraine has increased global economic and political uncertainty. Furthermore, governments in the U.S., United Kingdom, and European Union have each imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia, and additional controls and sanctions could be enacted in the future.

We are actively monitoring the situation in Russia and Ukraine and assessing its impact on our business, including our suppliers and customers. We have no manufacturing facilities or significant operations in Russia or Ukraine and as such, to date, the conflict between Russia and Ukraine has not had a material impact on our business, financial condition or results of operations. However, it is ~~also complex,~~possible that the conflict in Ukraine may escalate or expand, and ~~completion~~the scope, extent and duration of the ~~proposed spin-off~~military action, current or future sanctions and resulting market and geopolitical disruptions could be significant. We cannot predict the ~~timing~~impact the conflict may have on the global economy or our business, financial condition and operations in the future.

The Russia and Ukraine conflict may also heighten the impact of ~~its completion will be subject to a number of~~other risks factors ~~and conditions, including the readiness of the new company to operate as an independent public company and finalization of the capital structure of the new company. Unanticipated developments~~described in our 2021 Annual Report. These potential effects could ~~delay, prevent or otherwise adversely affect the proposed spin-off, including,~~include but are not limited to increased inflation; volatility in prices for transportation, energy, commodities and other raw materials; constraints on the availability of commodities and other raw materials; disruptions in ~~general~~the global supply chain; decreased demand for certain of our products; disruptions to our global technology infrastructure, including through cyberattacks, ransom attacks or ~~financial market conditions, material~~cyber-intrusion; adverse changes in ~~business~~international trade policies and relations; increased exposure to foreign currency fluctuations; and constraints, volatility or ~~industry conditions, unanticipated costs~~disruptions in the credit and potential problems or delays in obtaining various regulatory and tax approvals or clearances. There can be no assurances that BD will be able to complete the proposed spin-off on the terms or on the timeline that was announced, if at all. In addition, if the spin-off is completed, the Company may not be able to achieve the full strategic and financial benefits that are expected to result from the spin-off. Further, there can be no assurance that the combined value of the common stock of the two companies will be equal to or greater than what the value of BD’s common stock would have been had the proposed spin-off not occurred.capital markets.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The table below sets forth certain information regarding our purchases of common stock of BD during the quarter ended March 31, ~~2021.~~2022.

Issuer Purchases of Equity Securities

For the three months ended March 31, 2021 Total Number of
Shares Purchased (1) Average Price
Paid per
Share Total Number of
Shares Purchased
as Part of
Publicly
Announced Plans
or Programs Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or
Programs (2)
January 1 – 31, 2021 1,269 $ 255.29 — 7,857,742
February 1 – 28, 2021 396 260.55 — 7,857,742
March 1 – 31, 2021 — — — 7,857,742
Total 1,665 $ 256.54 — 7,857,742


For the three months ended March 31, 2022	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
January 1 – 31, 2022	1,204	$	256.38	—	10,753,131
February 1 – 28, 2022	309	253.60		—	10,753,131
March 1 – 31, 2022	—	—		—	10,753,131
Total	1,513	$	255.81	—	10,753,131

(1)~~Consists of 1,665~~Includes 1,513 shares purchased during the quarter in open market transactions by the trust relating to BD’s Deferred Compensation and Retirement Benefit Restoration Plan and 1996 Directors’ Deferral Plan.

(2)~~Represents~~Includes 753,131 shares ~~available~~ under a repurchase program authorized by the Board of Directors on September 24, 2013, ~~for 10 million~~and 10,000,000 shares ~~for which there~~under a repurchase program authorized by the Board of Directors on November 3, 2021. There is no expiration ~~date.~~date for either program.

3738

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits



~~4.1~~3						~~Form~~Certificate of ~~1.957% Notes due February 11, 2031~~Designation of Series C Junior Participating Redeemable Preferred Stock (incorporated by reference to Exhibit ~~4.1~~3.1 to the registrant’s Current Report on Form 8-K ~~filed on February 11, 2021).~~

~~4.2~~						~~Second Supplemental Indenture,~~ dated as of February 12, 2021, among Becton Finance, as issuer, Becton, Dickinson and Company, as guarantor, and The Bank of New York Mellon, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on February 12, 2021).

~~4.3~~						~~Form of 1.213% Note due February 12, 2036 (incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on February 12, 2021)~~March 21, 2022).

22						Subsidiary ~~Issuers~~Issuer of Guaranteed ~~Securities~~Securities.

31						Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to SEC Rule 13a - 14(a).

32						Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a - 14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S. Code.

101						The following materials from this report, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements.

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

3839

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			Becton, Dickinson and Company
			(Registrant)

Dated: May ~~6, 2021~~5, 2022


			/s/ Christopher ~~Reidy~~J. DelOrefice
			Christopher ~~Reidy~~J. DelOrefice
			Executive Vice President ~~Chief Financial Officer~~ and Chief ~~Administrative~~Financial Officer
			(Principal Financial Officer)

			/s/ Thomas J. Spoerel
			Thomas J. Spoerel
			Senior Vice President, Controller and Chief Accounting Officer
			(Principal Accounting Officer)

3940


	March 31, 2021		September 30, 2020
Assets	(Unaudited)
Current Assets:
Cash and equivalents	$	3,734	$	2,825
Restricted cash	164		92
Short-term investments	24		20
Trade receivables, net	2,118		2,398
Inventories:
Materials	642		602
Work in process	392		335
Finished products	1,861		1,806
	2,895		2,743

Prepaid expenses and other	1,065		891
Total Current Assets	10,000		8,969
Property, Plant and Equipment	12,420		11,919
Less allowances for depreciation and amortization	6,277		5,996
Property, Plant and Equipment, Net	6,142		5,923
Goodwill	23,772		23,620
Developed Technology, Net	9,710		10,146
Customer Relationships, Net	2,977		3,107
Other Intangibles, Net	561		560

Other Assets	1,758		1,687
Total Assets	$	54,921	$	54,012
Liabilities and Shareholders’ Equity
Current Liabilities:
Short-term debt	$	1	$	707
Payables, accrued expenses and other current liabilities	5,375		5,129

Total Current Liabilities	5,376		5,836
Long-Term Debt	17,718		17,224
Long-Term Employee Benefit Obligations	1,425		1,435
Deferred Income Taxes and Other Liabilities	5,575		5,753
Commitments and Contingencies (See Note 5)	0		0
Shareholders’ Equity
Preferred stock	2		2
Common stock	365		365
Capital in excess of par value	19,341		19,270
Retained earnings	13,557		12,791
Deferred compensation	23		23
Common stock in treasury - at cost	(6,132)		(6,138)
Accumulated other comprehensive loss	(2,329)		(2,548)
Total Shareholders’ Equity	24,826		23,765
Total Liabilities and Shareholders’ Equity	$	54,921	$	54,012


	Three-month period		Six-month period
March 31, 2020 gross profit margin %	40.8	%	43.8	%
Impact of purchase accounting adjustments and other specified items	5.7	%	4.3	%

Operating performance	(0.2)	%	1.2	%
Foreign currency translation	(0.5)	%	(0.6)	%
March 31, 2021 gross profit margin %	45.8	%	48.7	%