BDX Reshapes Portfolio with $3.9B Acquisition, Major Spin-Off

TL;DR

**BDX is aggressively reshaping its portfolio, acquiring critical care assets while spinning off diagnostics, signaling a focused pivot towards high-value medical tech.**

AI Summary

Becton, Dickinson and Company (BDX) reported a significant strategic shift in its fiscal year ended September 30, 2025, marked by a major acquisition and a proposed divestiture. The company completed the acquisition of Edwards Lifesciences' Critical Care product group for $3.914 billion on September 3, 2024, integrating it as BD Advanced Patient Monitoring within the Medical segment. Concurrently, BD announced a definitive agreement on July 13, 2025, to combine its Biosciences and Diagnostic Solutions business with Waters Corporation in a Reverse Morris Trust transaction, expecting a $4 billion cash distribution. This reorganization will result in a new five-segment structure effective October 1, 2025: Medical Essentials, Connected Care, BioPharma Systems, Interventional, and Life Sciences. The company also noted a pre-tax gain of approximately $268 million from the sale of its Surgical Instrumentation platform in August 2023. Risks include supply chain disruptions for sole-sourced raw materials and the complexities of international operations, which are subject to foreign economic conditions and exchange rate fluctuations.

Why It Matters

BDX's strategic moves, including the $3.914 billion acquisition of Edwards Lifesciences' Critical Care and the proposed spin-off of its Biosciences and Diagnostic Solutions businesses, signal a significant portfolio transformation aimed at optimizing its market position. For investors, this indicates a focus on higher-growth, more specialized medical technology areas, potentially impacting future revenue streams and profitability. Employees in the affected segments will experience organizational changes, while customers may see enhanced product offerings in advanced patient monitoring and a new combined entity with Waters Corporation. This aggressive restructuring positions BDX to better compete against specialized medical technology firms and diversified healthcare giants in a rapidly evolving market.

Risk Assessment

Risk Level: medium — The company faces medium risk due to its reliance on sole-sourced raw materials and components, which can lead to supply interruptions, as detailed on page 5. Additionally, the proposed Reverse Morris Trust transaction with Waters Corporation, while strategic, introduces execution risk related to regulatory approvals and the complex separation process, as outlined on page 4.

Analyst Insight

Investors should closely monitor the progress of the Waters Corporation spin-off and the integration of the Edwards Lifesciences' Critical Care product group. These strategic shifts could significantly alter BDX's financial profile and competitive landscape, warranting a re-evaluation of its long-term growth prospects and valuation.

Financial Highlights

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Revenue Breakdown

Key Numbers

• $3.914 billion — Fair value of consideration (for the acquisition of Edwards Lifesciences' Critical Care product group on September 3, 2024)
• $4 billion — Cash distribution (expected from the combination of Biosciences and Diagnostic Solutions business with Waters Corporation)
• $268 million — Pre-tax gain (from the sale of the Surgical Instrumentation platform in August 2023)
• 39.2% — Ownership stake (BD shareholders expected to own in the combined company with Waters Corporation)
• 60.8% — Ownership stake (existing Waters' shareholders expected to own in the combined company)
• 285,418,551 — Shares outstanding (of common stock as of October 31, 2025)
• $65,472,902,857 — Aggregate market value (of common stock held by non-affiliates as of March 31, 2025)
• September 30, 2025 — Fiscal year end (for this 10-K filing)
• October 1, 2025 — Effective date (for BD's new five-segment organizational structure)
• January 27, 2026 — Date of Annual Meeting (for which proxy statement portions are incorporated by reference)

Key Players & Entities

• Edwards Lifesciences' Critical Care product group (company) — acquired by BD for $3.914 billion
• Waters Corporation (company) — partner in proposed Reverse Morris Trust transaction
• BD Advanced Patient Monitoring (company) — new organizational unit within BD Medical
• Surgical Instrumentation platform (company) — divested by BD for a $268 million pre-tax gain
• Embecta Corp. (company) — spun-off Diabetes Care business
• New York Stock Exchange (regulator) — exchange for BDX common stock
• SEC (regulator) — requires compliance for RMT transaction
• Internal Revenue Service (regulator) — private letter ruling needed for RMT tax consequences
• Becton, Dickinson and Company (company) — registrant
• New Jersey (regulator) — state of incorporation

FAQ

Risk Factors

• Supply Chain Disruptions [medium — operational]: The company faces risks related to supply chain disruptions, particularly for sole-sourced raw materials. This could impact the availability and cost of its products.
• Foreign Exchange Rate Fluctuations [medium — financial]: BD's international operations are subject to foreign economic conditions and currency exchange rate fluctuations, which can adversely affect financial results.
• Integration of Acquisitions [high — operational]: The acquisition of Edwards Lifesciences' Critical Care product group for $3.914 billion introduces integration risks. Successfully merging operations, systems, and cultures is crucial for realizing the expected benefits.
• Divestiture Complexity [high — financial]: The proposed combination of the Biosciences and Diagnostic Solutions business with Waters Corporation in a Reverse Morris Trust transaction is complex. The successful execution and expected $4 billion cash distribution depend on various factors.

Industry Context

Becton, Dickinson and Company operates in the global medical technology sector, a highly competitive and dynamic industry. Key areas of focus include improving medication management, patient safety, infection prevention, and diagnostics. The industry is characterized by ongoing innovation, significant R&D investment, and a complex regulatory environment. Consolidation through mergers and acquisitions, like BD's acquisition of Edwards Lifesciences' Critical Care product group, is a common strategy to gain market share and expand product portfolios.

Regulatory Implications

As a global medical technology company, BD is subject to stringent regulatory oversight from bodies like the FDA in the United States and similar agencies internationally. Compliance with regulations concerning product safety, manufacturing practices (e.g., Quality System Regulation), and marketing is critical. Changes in healthcare policies and reimbursement rates can also significantly impact the company's financial performance.

What Investors Should Do

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Key Dates

• 2024-09-03: Acquisition of Edwards Lifesciences' Critical Care product group — This $3.914 billion acquisition significantly expands BD's presence in advanced patient monitoring within the Medical segment.
• 2025-07-13: Announcement of agreement to combine Biosciences and Diagnostic Solutions with Waters Corporation — This Reverse Morris Trust transaction is expected to yield a $4 billion cash distribution and create a new entity where BD shareholders will own 39.2%.
• 2025-09-30: Fiscal year end — This is the end of the reporting period for the 10-K filing, reflecting the company's financial performance and strategic changes.
• 2025-10-01: Effective date of new five-segment organizational structure — This reorganization reflects the company's strategic adjustments, including the integration of the acquired business and the upcoming divestiture.
• 2023-08-01: Sale of Surgical Instrumentation platform — The company recognized a pre-tax gain of approximately $268 million from this sale, impacting prior period results.
• 2026-01-27: Date of Annual Meeting — Portions of the proxy statement for this meeting are incorporated by reference, providing information on governance and director nominations.

Glossary

Reverse Morris Trust

A tax-efficient transaction structure where a company spins off a subsidiary, which then merges with another company, allowing the parent company to receive a tax-free distribution. (This structure is being used for the combination of BD's Biosciences and Diagnostic Solutions business with Waters Corporation, impacting the future structure and financial profile of BD.)

Sole-sourced raw materials

Essential components or materials for manufacturing that can only be obtained from a single supplier. (This presents a significant operational risk for BD, as disruptions from this single supplier can halt production.)

Peripherally inserted central catheters (PICCs)

A type of intravenous line inserted into a vein in the arm and advanced into a larger vein near the heart. (This is a key product line within BD Medical's Medication Delivery Solutions, indicating a focus on vascular access and patient care.)

Vascular access technology

Technologies and devices used to gain access to a patient's bloodstream, often for administering fluids, medications, or for monitoring. (This is a core area for BD Medical, highlighting the company's role in critical patient care procedures.)

Fiscal year end

The last day of a company's accounting period, which is typically 12 months long. (For BDX, this is September 30, 2025, marking the end of the reporting period for this 10-K.)

Year-Over-Year Comparison

The current 10-K filing for the fiscal year ended September 30, 2025, reflects significant strategic maneuvers not present in the prior year's filing. Key among these are the substantial acquisition of Edwards Lifesciences' Critical Care product group for $3.914 billion and the announced Reverse Morris Trust transaction with Waters Corporation, expected to yield $4 billion. These transactions indicate a period of aggressive portfolio reshaping. The company also reported a $268 million pre-tax gain from a prior divestiture, suggesting a pattern of strategic asset management. The introduction of a new five-segment structure effective October 1, 2025, highlights a proactive approach to organizational alignment with these strategic shifts.

Key Financial Figures

• $1.00 B — ich Registered Common stock, par value $1.00 BDX New York Stock Exchange 1.900% Notes
• $3.914 billion — in connection with the acquisition was $3.914 billion. Since the acquisition date, financial
• $4 billion — ve a cash distribution of approximately $4 billion prior to completion of the combination,
• $268 m — e-tax gain on the sale of approximately $268 million, which was recorded as a componen

Filing Documents

• bdx-20250930.htm (10-K) — 2988KB
• a09-30x2025ex4z.htm (EX-4.(Z)) — 152KB
• a09-30x2025ex10giii.htm (EX-10.(G)(III)) — 17KB
• a09-30x2025ex21.htm (EX-21) — 213KB
• a09-30x2025ex22.htm (EX-22) — 3KB
• a09-30x2025ex23.htm (EX-23) — 3KB
• a09-30x2025ex31.htm (EX-31) — 14KB
• a09-30x2025ex32.htm (EX-32) — 7KB
• 0000010795-25-000099.txt ( ) — 16502KB
• bdx-20250930.xsd (EX-101.SCH) — 93KB
• bdx-20250930_cal.xml (EX-101.CAL) — 116KB
• bdx-20250930_def.xml (EX-101.DEF) — 476KB
• bdx-20250930_lab.xml (EX-101.LAB) — 1105KB
• bdx-20250930_pre.xml (EX-101.PRE) — 790KB
• bdx-20250930_htm.xml (XML) — 3280KB

Business

Item 1. Business 1

Risk Factors

Item 1A. Risk Factors 14 Information About Our Executive Officers 29

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 29

Cybersecurity

Item 1C. Cybersecurity 30

Properties

Item 2. Properties 33

Legal Proceedings

Item 3. Legal Proceedings 33

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 33 PART II 34

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 34

(Reserved)

Item 6. (Reserved) 34

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 35

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 60

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 61

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 117

Controls and Procedures

Item 9A. Controls and Procedures 117

Other Information

Item 9B. Other Information 117

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 117 PART III 118

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 118

Executive Compensation

Item 11. Executive Compensation 118

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 118

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 118

Principal Accounting Fees and Services

Item 14. Principal Accounting Fees and Services 118 PART IV 119

Exhibits, Financial Statement Schedules

Item 15. Exhibits, Financial Statement Schedules 119

Form 10-K Summary

Item 16. Form 10-K Summary 119 EXHIBIT INDEX 120

SIGNATURES

SIGNATURES 126 Table of Contents PART I

Business

Item 1. Business. General Becton, Dickinson and Company (also referred to herein as "BD") was incorporated under the laws of the State of New Jersey in November 1906, as successor to a New York business started in 1897. BD's executive offices are located at 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, and its telephone number is (201) 847-6800. All references in this Form 10-K to "BD", "the Company", "we", "our" or "us" refer to Becton, Dickinson and Company and its domestic and foreign subsidiaries, unless otherwise indicated by the context. BD 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. We provide customer solutions that are focused on improving medication management and patient safety; supporting infection prevention practices; equipping surgical and interventional procedures; improving drug delivery; aiding anesthesiology care; enhancing the diagnosis of infectious diseases and cancers; and advancing cellular research and applications. Business Segments As of September 30, 2025, BD's operations consisted of three worldwide business segments: BD Medical, BD Life Sciences and BD Interventional. As further discussed in Note 8 to the consolidated financial statements contained in Item 8. Financial Statements and Supplementary Data, effective October 1, 2025, BD reorganized its organizational units into five distinct, separately-managed segments, based on the nature of BD's product and service offerings. BD's new organizational structure is based upon the following five segments: Medical Essentials, Connected Care, BioPharma Systems, Interventional and Life Sciences, which remains a critical part of BD until the separation and combination of our Biosciences and Diagnostic Sol