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BD Reports Second Quarter Fiscal 2026 Financial ResultsMay 7, 2026 6:30 AM
PR Newswire (US) Revenue of $4.7 billion increased 5.2% as reported, 2.6% FXNGAAP and adjusted diluted EPS from continuing operations of $(0.13) and $2.90, respectivelyExecuted a $2.0 billion accelerated share repurchase (ASR) program and retired $2.1 billion of debt in the quarterCompany reaffirms revenue growth guidance, raises full-year adjusted diluted EPS guidance1FRANKLIN LAKES, N.J., May 7, 2026 /PRNewswire/ -- BD (Becton, Dickinson and Company) (NYSE: BDX), a leading global medical technology company, today announced results for its fiscal 2026 second quarter, which ended March 31, 2026."We delivered a solid second quarter, with revenue, margins and EPS all ahead of our expectations," said Tom Polen, chairman, CEO and president of BD. "Execution was broad-based, with more than 90% of the business delivering mid-single-digit growth, strong performance from our growth platforms and ongoing margin momentum from BD Excellence. Based on our first-half performance and improved visibility into the balance of the year, we are raising our full-year adjusted EPS guidance and reaffirming our revenue growth expectations. We remain focused on disciplined execution of our New BD strategy, including advancing our commercial and innovation initiatives across key growth platforms, expanding margins, and delivering on our capital allocation framework, all to drive sustainable long-term shareholder value."1BD does not attempt to provide reconciliations of forward-looking adjusted diluted EPS guidance to the comparable GAAP measure. See the discussion below under "Full Year Fiscal 2026 Guidance."Recent Business HighlightsMedical Essentials:Announced the commercial launch of the BD® CentroVena One™ Insertion System, the first all-in-one central venous catheter (CVC) insertion device on the market designed to simplify central line placement and enhance patient safety in acute settings.Connected Care:Announced a strategic partnership with Wellstar Health System to advance patient care and safety with medication management powered by AI, building a more connected approach from the pharmacy to the bedside by integrating the BD® Pyxis™ Pro and BD® Alaris™ Platforms to give clinicians clearer insight, greater accuracy and simple automation.Launched the BD® Pyxis™ Pro Dispensing Solution and BD® Incada™ Connected Care Platform in Europe, leveraging advanced automation and AI-driven insights to improve medication management efficiency and safety across pharmacy settings.Launched the HemoSphere Stream™ Module, expanding access to continuous, noninvasive blood pressure monitoring with real-time arterial waveform data across compatible bedside monitors and care settings.Announced a partnership with Sinteco to expand advanced robotics for end-to-end connected medication management, streamlining pharmacy operations and supporting higher-quality care.Earned three 2026 Best in KLAS Awards with BD Pyxis™ MedStation™ ES recognized for Automated Dispensing Cabinets and the BD Alaris™ Infusion System for Traditional and EHR-Integrated Smart Pumps.Interventional:Received CE Marking for the Revello™ Vascular Covered Stent, advancing BD's peripheral vascular portfolio with a next-generation endovascular solution for iliac artery treatment.Received CE Marking for the Liverty™ TIPS Stent Graft, advancing portal hypertension care with a next-generation interventional solution for patients with advanced liver disease.Received FDA 510(k) clearance for Surgiphor™ 1000mL, the first and only 1000 mL antimicrobial wound irrigation system designed for powered lavage, enabling standardized, OR-ready irrigation.BD named a Top 100 Global Innovator by LexisNexis, reflecting the strength of BD's innovation engine and contributions to sustainable growth, margin expansion and competitive advantage.Basis of Presentation— Continuing OperationsOn February 9, 2026, the company completed the spin-off of BD's former Biosciences and Diagnostic Solutions business and the combination of the business with Waters Corporation ("Waters"). The historical results of the former Biosciences and Diagnostic Solutions business, which was previously the Life Sciences segment, are reflected as discontinued operations for all periods presented. Financial information presented in this release reflects BD's results on a continuing operations basis. Prior periods have been recast to conform to this presentation.Second Quarter Fiscal 2026 Operating Results
Three Months Ended March 31,Reported
ChangeForeign Currency
Neutral Change1 (Millions of dollars, except per share amounts)
2026
2025Revenues
$ 4,714
$ 4,480
5.2 %
2.6 %Reported Diluted Earnings per Share
$ (0.13)
$ 0.55
(123.6) %
(130.9) %Adjusted Diluted Earnings per Share1
$ 2.90
$ 2.79
3.9 %
1.1 %
1Represents a non-GAAP financial measure; refer to reconciliations of non-GAAP financial measures in the attached financial tables.Geographic ResultsRevenues (Millions of dollars)
Three Months Ended March 31,Reported
ChangeForeign Currency
Neutral Change1
2026
2025United States
$ 2,917
$ 2,776
5.1 %
5.1 %International
$ 1,797
$ 1,704
5.5 %
(1.4) %Total Revenues
$ 4,714
$ 4,480
5.2 %
2.6 %
1Represents a non-GAAP financial measure; refer to reconciliations of non-GAAP financial measures in the attached financial tables.Segment ResultsRevenues (Millions of dollars)
Three Months Ended March 31,Reported
ChangeForeign Currency
Neutral Change1
2026
2025Medical Essentials2
$ 1,647
$ 1,573
4.7 %
1.7 %Connected Care2
$ 1,120
$ 1,068
4.9 %
3.2 %BioPharma Systems2
$ 590
$ 575
2.5 %
(1.8) %Interventional2
$ 1,357
$ 1,264
7.3 %
5.3 %Total Revenues
$ 4,714
$ 4,480
5.2 %
2.6 %
1Represents a non-GAAP financial measure; refer to reconciliations of non-GAAP financial measures in the attached financial tables. 2Effective October 1, 2025, the company reorganized its organizational units into five distinct, separately-managed segments, which are based on the nature of the company's product and service offerings. Subsequent to the spin-off of the company's former Biosciences and Diagnostic Solutions business and the combination of the business with Waters, the Life Sciences segment was eliminated, leaving the Company with four distinct, separately-managed segments. Prior period amounts have been recast to reflect the reorganization on a continuing operations basis.Full Year Fiscal 2026 GuidanceThe company updates its full year fiscal 2026 guidance as follows:
Updated New BD Guidanceas of May 7, 2026Prior New BD Guidanceas of February 9, 2026GAAP Revenue GrowthLow single-digit plusLow single-digit plusRevenue Growth (FXN)Low single-digitLow single-digit
Adjusted Diluted EPS$12.52 to $12.72$12.35 to $12.65BD's guidance for full year fiscal 2026 reflects numerous assumptions that could affect its business, based on the information management has reviewed as of this date. Management will discuss its guidance and several of its assumptions on its second fiscal quarter earnings call.The company's expected adjusted diluted EPS for fiscal 2026 excludes potential charges or gains that may be recorded during the fiscal year, such as, among other things, the non-cash amortization of intangible assets, acquisition-related charges, separation-related costs, and certain tax matters. BD does not attempt to provide reconciliations of forward-looking adjusted diluted EPS guidance to the comparable GAAP measure because the impact and timing of these potential charges or gains are inherently uncertain and difficult to predict and are unavailable without unreasonable efforts. In addition, the company believes such reconciliations would imply a degree of precision and certainty that could be confusing to investors. Such items could have a material impact on GAAP measures of BD's financial performance. We also present our revenue growth for our 2026 fiscal year after adjusting for the illustrative impact of foreign currency translation. BD believes that this adjustment allows investors to better evaluate BD's anticipated underlying revenue performance for our 2026 fiscal year in relation to our underlying 2025 fiscal year performance.Conference Call and Presentation Materials
BD will host an audio webcast today for the public, investors, analysts and news media to discuss its second quarter results. The audio webcast will be broadcast live on BD's website, www.bd.com/investors, at 8 a.m. (ET) Thursday, May 7, 2026. Accompanying slides will be available on BD's website, www.bd.com/investors at approximately 6:30 a.m. (ET). The conference call will be available for replay on BD's website, www.bd.com/investors. Alternatively, you can dial into the replay at 800-688-9445 (domestic) and 402-220-1371 (international) through the close of business on Thursday, May 14, 2026. A confirmation number is not needed to access the replay.Non-GAAP Financial Measures/Financial Tables
This press release contains certain non-GAAP financial measures. These include revenue growth rates on a currency-neutral basis and adjusted diluted earnings per share. These non-GAAP financial measures are not in accordance with generally accepted accounting principles in the United States. BD management believes that the use of non-GAAP measures to adjust for items that are considered by management to be outside of BD's underlying operational results or that affect period-to-period comparability helps investors to gain a better understanding of our performance year-over-year, to analyze underlying trends in our businesses, to analyze our operating results, and to understand future prospects. Management uses these non-GAAP financial measures to measure and forecast the company's performance, especially when comparing such results to previous periods or forecasts. We believe presenting such adjusted metrics provides investors with greater transparency to the information used by BD management for its operational decision-making and for comparison to other companies within the medical technology industry. Although BD's management believes non-GAAP results are useful in evaluating the performance of its business, its reliance on these measures is limited since items excluded from such measures may have a material impact on BD's net income, earnings per share or cash flows calculated in accordance with GAAP. Therefore, management typically uses non-GAAP results in conjunction with GAAP results to address these limitations. BD strongly encourages investors to review its consolidated financial statements and publicly filed reports in their entirety and cautions investors that the non-GAAP measures used by BD may differ from similar measures used by other companies, even when similar terms are used to identify such measures. Non-GAAP measures should not be considered replacements for, and should be read together with, the most comparable GAAP financial measures.We present adjusted diluted earnings per share for the second quarter and the first six months of fiscal year 2026, and the corresponding prior periods, after eliminating items we believe are not part of our ordinary operations and affect the comparability of the periods presented. Adjusted diluted earnings per share includes adjustments for the impact of purchase accounting adjustments, integration and restructuring costs, transaction costs, separation-related costs, certain product remediation costs, certain legal matters, certain investment gains and losses, certain asset impairment charges, certain pension settlement costs, and the impact of the extinguishment of debt.We also present revenue growth rates for the second quarter and the first six months of fiscal year 2026 over the corresponding prior periods on a currency-neutral basis after eliminating the effect of foreign currency translation, where applicable. We also show the growth in adjusted diluted earnings per share compared to the prior year periods after eliminating the impact of foreign currency translation to further enable investors to evaluate BD's underlying earnings performance compared to the prior period. 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. 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 the prior periods.New BD refers to BD post the separation of the Biosciences and Diagnostic Solutions business from BD.Reconciliations of these and other non-GAAP measures to the comparable GAAP measures are included in the attached financial tables. Within the attached financial tables presented, certain columns and rows may not add due to the use of rounded numbers. Percentages and earnings per share amounts presented are calculated from the underlying amounts.About BD
BD is one of the world's largest pure-play medical technology companies with a Purpose of advancing the world of health™ by driving innovation across medical essentials, connected care, biopharma systems and interventional. The company supports those on the frontlines of healthcare by developing transformative technologies, services and solutions that optimize clinical operations and improve care for patients. Operating across the globe, with more than 60,000 employees, BD delivers billions of products annually that have a positive impact on global healthcare. By working in close collaboration with customers, BD can help enhance outcomes, lower costs, increase clinical efficiency, improve safety and expand access to healthcare. For more information on BD, please visit bd.com or connect with us on LinkedIn at www.linkedin.com/company/bd1/, X @BDandCo or Instagram @becton_dickinson.***This press release and accompanying audio webcast on May 7, 2026 contain certain estimates and other forward-looking statements (as defined under Federal securities laws) regarding BD's future prospects and performance, including, but not limited to, statements relating to future revenues, margins, earnings per share, leverage targets and capital deployment. All such statements are based upon current expectations and assumptions of BD and involve a number of business risks and uncertainties. Actual results could vary materially from anticipated results described, implied or projected in any forward-looking statement. With respect to such forward-looking statements, a number of factors could cause actual results to vary materially. These factors include, but are not limited to, risks relating to macroeconomic conditions and their impact on our operations and healthcare spending generally, including any impact related to the imposition of (and changing policies around) new and existing tariffs enacted by the U.S. government (and related countermeasures by non-U.S. governments), or our ability to mitigate the impact of such tariffs, including developments regarding refunds of certain tariffs; import or export licensing requirements and other governmental restrictions; reductions in U.S. government funding for healthcare, disruptions in global transportation networks or other aspects of our supply chain on our ability to source raw materials, components and energy sources needed to produce our products; inflationary pressures, currency and interest rate fluctuations, global oil prices and increased borrowing costs; conditions in international markets, including geopolitical developments such as the continuation and/or escalation of evolving situations in Iran and the Middle East region (which could result in continued disruption of transportation lanes and global energy supplies, as well as increases in global oil prices and adversely affect our supply chain costs, ability to source raw materials and components and our ability to deliver product to customers), Ukraine and Asia; competitive factors, including changing customer and patient preferences and requirements, such as decreased demand for our products as a result of changes to U.S. federal and state policies (such as for pharmaceutical products and vaccines, and increased demand for products utilizing emerging technologies (such as artificial intelligence ("AI")), as well as new products or novel medical therapies introduced by competitors; changes in research and development efforts, investment or suspension by pharmaceuticals companies with regard to vaccine development; changes in reimbursement practices and coverage policies and third-party payer cost containment measures and health insurance coverage levels and costs; decreases or delays in purchases of our products due to reduced research and development spending; product efficacy or safety concerns and related regulatory actions, changes to the labeled indications or permitted uses of our products, non-compliance with applicable regulatory requirements regarding our products, including marketing authorization, registration, quality system and manufacturing requirements (including as a result of product modifications), or other factors that could result in product recalls, field actions, lost revenue, restrictions on our ability to continue selling existing products or commercialize new products (including limitations on future product clearances or approvals and the imposition of civil penalties); increased exposure to product liability or other claims and damage to our reputation (including products we acquire through acquisitions); changes to legislation or regulations that may impact U.S. or foreign healthcare systems, changes in medical or clinical practices or in customer and patient preferences, efforts to improve compliance of healthcare practitioners, potential cuts or freezes in healthcare spending and/or governmental or private measures to contain healthcare costs, such as China's volume-based procurement tender process or changes in pricing and reimbursement policies, which could result in reduced demand for our products or downward pricing pressure; policy and regulatory changes that may be implemented by the U.S. government, including the further elimination, downsizing and/or reduced funding of certain government agencies and programs, as well as further changes in the policy positions of such agencies (including those related to pharmaceutical products and vaccines); other new or changing laws and regulations impacting our business, including changes in tax laws, new and changing environmental laws and regulations (such as those related to sustainability, climate change or materials of concern) and new and changing cybersecurity, AI or privacy laws; other changes in laws impacting international trade or anti-corruption and bribery, or changes in reporting requirements or enforcement practices with respect to such laws; the adverse impact on our business or products of past, current or future information and technology system disruptions, breaches or breakdowns, including through cyberattacks, ransom attacks or cyber-intrusion, and any investigations, legal proceedings, liability, expense or reputational damage arising in connection with any such events; any adverse impact related to the development, deployment and use of AI in our products and business operations; labor disruptions; our suppliers' ability to provide products needed for our operations and BD's ability to maintain favorable supplier arrangements and relationships; increases in raw material, component, labor, duties, freight, energy and other production costs and their effect on, among other things, the cost of producing BD's products; adverse changes in regional, national or foreign economic conditions, including any impact on our ability to access credit markets and finance our operations; risks relating to our overall indebtedness; the possible impact of natural disasters and public health crises on our business and the global healthcare system, which could decrease demand for our products, disrupt our operations or the operations of our customers and companies within our supply chain, or increase transportation costs; interruptions in our manufacturing or sterilization processes or those of our third-party providers, including any restrictions placed on the use of ethylene oxide for sterilization; pricing and market pressures; difficulties inherent in product development, delays in product introductions and uncertainty of market acceptance of new products; the overall timing of the replacement or remediation of the BD Alaris™ Infusion System and return to market in the U.S., which may be impacted by, among other things, customer readiness, supply continuity and our continued engagement with the FDA; our ability to achieve our projected level or mix of product sales; our ability to successfully integrate any businesses we acquire; uncertainties of litigation, investigations, regulatory actions, subpoenas, settlements, fines, penalties and/or other sanctions (as described in BD's filings with the Securities and Exchange Commission (the "SEC")); the issuance of new or revised accounting standards; risks associated with the separation of our former BD's Biosciences and Diagnostic Solutions and the combination of the business with Waters, including factors that could diminish our benefits from the transaction; our ability to execute our New BD strategy, Excellence Unleashed, as expected; and other factors discussed in BD's filings with the SEC. Tariff commentary is based on tariff policies in effect as of May 6, 2026. International trade policies, trade restrictions and tariffs (and related countermeasures and developments regarding refunds of certain tariffs) are rapidly evolving and there can be no assurance as to how the landscape may change and what the ultimate impact on our guidance and results of operations will be. We do not intend to update any forward-looking statements to reflect events or circumstances after the date hereof except as required by applicable laws or regulations.BECTON DICKINSON AND COMPANYCONDENSED CONSOLIDATED INCOME STATEMENTS(Unaudited; Amounts in millions, except share and per share data)
Three Months Ended March 31,
2026
2025
% ChangeRevenues
$4,714
$4,480
5.2
Cost of products sold
2,560
2,619
(2.3)
Selling and administrative expense
1,213
1,117
8.6
Research and development expense
249
232
7.3
Integration, restructuring and transaction expense
533
93
471.5
Other operating expense, net
66
35
88.5
Total Operating Costs and Expenses
4,620
4,097
12.8
Operating Income
93
383
(75.6)
Interest expense
(149)
(150)
(0.7)
Interest income
9
5
102.6
Other income (expense), net
86
(36)
335.8
Income from Continuing Operations Before Income Taxes
39
201
(80.5)
Income tax provision
76
43
75.1
Net (Loss) Income from Continuing Operations
(37)
158
(123.1)
(Loss) Income from Discontinued Operations, Net of Tax
(274)
150
(283.0)
Net (Loss) Income
$ (311)
$ 308
(201.0)
Basic Earnings Per Share
(Loss) Income from Continuing Operations
$ (0.13)
$ 0.55
(123.6)
(Loss) Income from Discontinued Operations
(0.98)
0.52
(288.5)
Basic (Loss) Earnings per Share
$(1.11)
$1.07
(203.7)
Diluted Earnings Per Share
(Loss) Income from Continuing Operations
$ (0.13)
$ 0.55
(123.6)
(Loss) Income from Discontinued Operations
(0.98)
0.52
(288.5)
Diluted (Loss) Earnings per Share
$(1.11)
$1.07
(203.7)
Average Shares Outstanding (in thousands)
Basic
280,640
287,293
Diluted
280,640
287,737
BECTON DICKINSON AND COMPANYCONDENSED CONSOLIDATED INCOME STATEMENTS(Unaudited; Amounts in millions, except share and per share data)
Six Months Ended March 31,
2026
2025
% ChangeRevenues
$9,200
$8,813
4.4
Cost of products sold
4,994
5,155
(3.1)
Selling and administrative expense
2,442
2,272
7.5
Research and development expense
484
476
1.8
Integration, restructuring and transaction expense
640
182
252.2
Other operating expense, net
78
63
24.4
Total Operating Costs and Expenses
8,639
8,147
6.0
Operating Income
562
665
(15.6)
Interest expense
(302)
(305)
(1.0)
Interest income
13
27
(52.5)
Other income (expense), net
78
(50)
257.1
Income from Continuing Operations Before Income Taxes
350
337
3.9
Income tax provision
76
33
132.6
Net Income from Continuing Operations
274
304
(10.0)
(Loss) Income from Discontinued Operations, Net of Tax
(202)
306
(166.1)
Net Income
$ 72
$ 611
(88.3)
Basic Earnings Per Share
Income from Continuing Operations
$ 0.97
$ 1.06
(8.5)
(Loss) Income from Discontinued Operations
(0.72)
1.06
(167.9)
Basic Earnings per Share
$0.25
$2.12
(88.2)
Diluted Earnings Per Share
Income from Continuing Operations
$ 0.96
$ 1.05
(8.6)
(Loss) Income from Discontinued Operations
(0.71)
1.06
(167.0)
Diluted Earnings per Share
$0.25
$2.11
(88.2)
Average Shares Outstanding (in thousands)
Basic
283,138
288,411
Diluted
284,634
289,193
BECTON DICKINSON AND COMPANYCONDENSED CONSOLIDATED BALANCE SHEETS(Unaudited; Amounts in millions)
March 31, 2026
September 30, 2025Assets
Cash and equivalents
$813
$567
Restricted cash
202
210
Short-term investments
3
8
Trade receivables, net
2,205
2,396
Inventories
3,357
3,149
Prepaid expenses and other
1,432
1,379
Current assets of discontinued operations
—
1,545
Total Current Assets
8,012
9,255
Property, plant and equipment, net
6,082
6,383
Goodwill and other intangibles, net
34,303
35,190
Other assets
2,434
2,383
Noncurrent assets of discontinued operations
—
2,114
Total Assets
$50,832
$55,325
Liabilities and Shareholders' Equity
Current debt obligations
$2,573
$1,559
Other current liabilities
5,934
6,106
Current liabilities of discontinued operations
—
648
Long-term debt
14,706
17,620
Long-term employee benefit obligations
1,026
1,027
Deferred income taxes and other liabilities
2,460
2,632
Noncurrent liabilities of discontinued operations
—
342
Shareholders' equity
24,133
25,390
Total Liabilities and Shareholders' Equity
$50,832
$55,325
BECTON DICKINSON AND COMPANYCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited; Amounts in millions)
Six Months Ended March 31,
2026
2025Operating Activities
Net income
$72
$611
Less: (Loss) income from discontinued operations, net of tax
(202)
306
Income from continuing operations, net of tax
274
304
Depreciation and amortization
1,134
1,131
Change in operating assets and liabilities and other, net
(80)
(947)
Net Cash Provided by Continuing Operating Activities
1,328
489
Investing Activities
Capital expenditures
(233)
(219)
Maturities and sales of investments
23
413
Acquisitions, net of cash acquired and adjustments
—
13
Other, net
(111)
(136)
Net Cash (Used for) Provided by Continuing Investing Activities
(322)
71
Financing Activities
Change in short-term debt
328
340
Distribution from spin-off entity, net
3,857
—
Payments of debt
(2,000)
(875)
Repurchases of common stock
(2,250)
(750)
Dividends paid
(589)
(600)
Other, net
(63)
(81)
Net Cash Used for Continuing Financing Activities
(716)
(1,966)
Discontinued Operations
Net cash (used for) provided by operating activities
(73)
368
Net cash used for investing activities
(53)
(59)
Net cash provided by (used for) financing activities
71
(3)
Net Cash (Used for) Provided by Discontinued Operations
(55)
306
Effect of exchange rate changes on cash and equivalents and restricted cash
3
(11)
Net increase (decrease) in cash and equivalents and restricted cash
238
(1,111)
Opening Cash and Equivalents and Restricted Cash
777
1,792
Closing Cash and Equivalents and Restricted Cash
$1,015
$681
BECTON DICKINSON AND COMPANYSUPPLEMENTAL REVENUE INFORMATIONREVENUES BY BUSINESS SEGMENTS AND UNITSThree Months Ended March 31,(Unaudited; Amounts in millions)
United States
International
Total
% Change
% Change
2026
2025
% Change
2026
2025
FX Impact
Reported
FXN
2026
2025
FX Impact
Reported
FXN Medical Essentials(1)
Medication Delivery Solutions
$712
$687
3.7
$451
$430
$31
4.9
(2.2)
$1,163
$1,117
$31
4.1
1.4Specimen Management
253
242
4.5
231
213
17
8.1
0.3
484
456
17
6.2
2.5Total
$965
$929
3.9
$682
$643
$47
6.0
(1.4)
$1,647
$1,573
$47
4.7
1.7
Connected Care(1)
Medication Management Solutions
$660
$662
(0.2)
$168
$149
$14
12.7
3.3
$829
$811
$14
2.2
0.4Advanced Patient Monitoring
180
155
15.9
112
102
4
10.0
6.2
292
257
4
13.6
12.0Total
$840
$817
2.9
$280
$251
$18
11.6
4.5
$1,120
$1,068
$18
4.9
3.2
BioPharma Systems(1)(2)
$178
$149
19.4
$411
$426
$25
(3.4)
(9.2)
$590
$575
$25
2.5
(1.8)
Interventional(1)
Peripheral Intervention
$279
$269
3.9
$236
$212
$15
11.1
4.1
$515
$481
$15
7.1
4.0Urology and Critical Care
351
323
8.6
79
77
4
3.0
(2.3)
430
400
4
7.5
6.5Surgery
303
289
4.9
109
94
7
14.9
7.3
411
383
7
7.4
5.5Total
$933
$880
6.0
$423
$384
$26
10.4
3.6
$1,357
$1,264
$26
7.3
5.3
Total Revenues from Continuing Operations
$2,917
$2,776
5.1
$1,797
$1,704
$116
5.5
(1.4)
$4,714
$4,480
$116
5.2
2.6
(1)Effective October 1, 2025, the Company reorganized its organizational units into five distinct, separately-managed segments, which were based on the nature of the Company's product and service offerings. Subsequent to the spin-off of the company's former Biosciences and Diagnostic Solutions business (which was previously the Life Sciences segment) and the combination of the business with Waters on February 9, 2026, the Life Sciences segment was eliminated, leaving the Company with four distinct, separately-managed segments. Prior period amounts have been recast to reflect the reorganization on a continuing operations basis.(2)The BioPharma Systems segment is comprised of the Company's former Pharmaceutical Systems organizational unit. BECTON DICKINSON AND COMPANYSUPPLEMENTAL REVENUE INFORMATIONREVENUES BY BUSINESS SEGMENTS AND UNITSSix Months Ended March 31,(Unaudited; Amounts in millions)
United States
International
Total
% Change
% Change
2026
2025
% Change
2026
2025
FX Impact
Reported
FXN
2026
2025
FX Impact
Reported
FXN Medical Essentials(1)
Medication Delivery Solutions
$1,405
$1,381
1.7
$886
$860
$43
3.0
(1.9)
$2,291
$2,241
$43
2.2
0.3
Specimen Management
498
481
3.7
453
437
24
3.8
(1.7)
951
917
24
3.7
1.1
Total
$1,903
$1,861
2.2
$1,340
$1,297
$67
3.3
(1.9)
$3,242
$3,158
$67
2.7
0.6
Connected Care(1)
Medication Management Solutions
$1,339
$1,321
1.4
$324
$291
$20
11.3
4.4
$1,663
$1,612
$20
3.1
1.9
Advanced Patient Monitoring
358
314
14.1
231
215
6
7.5
4.9
589
528
6
11.4
10.4
Total
$1,697
$1,635
3.8
$555
$506
$26
9.7
4.6
$2,252
$2,141
$26
5.2
4.0
BioPharma Systems(1)(2)
$329
$253
29.9
$690
$740
$32
(6.7)
(11.0)
$1,019
$993
$32
2.6
(0.6)
Interventional(1)
Peripheral Intervention
$545
$522
4.5
$456
$432
$21
5.3
0.6
$1,000
$954
$21
4.9
2.7
Urology and Critical Care
690
629
9.8
167
160
5
4.3
1.0
857
789
5
8.6
8.0
Surgery
613
591
3.6
217
187
10
16.2
10.7
829
778
10
6.6
5.3
Total
$1,847
$1,742
6.1
$839
$779
$36
7.7
3.1
$2,687
$2,521
$36
6.6
5.2
Total Revenues from Continuing Operations
$5,776
$5,490
5.2
$3,424
$3,322
$161
3.1
(1.8)
$9,200
$8,813
$160
4.4
2.6
(1)Effective October 1, 2025, the Company reorganized its organizational units into five distinct, separately-managed segments, which were based on the nature of the Company's product and service offerings. Subsequent to the spin-off of the company's former Biosciences and Diagnostic Solutions business (which was previously the Life Sciences segment) and the combination of the business with Waters on February 9, 2026, the Life Sciences segment was eliminated, leaving the Company with four distinct, separately-managed segments. Prior period amounts have been recast to reflect the reorganization on a continuing operations basis.(2)The BioPharma Systems segment is comprised of the Company's former Pharmaceutical Systems organizational unit. BECTON DICKINSON AND COMPANYSUPPLEMENTAL INFORMATIONRECONCILIATION OF REPORTED DILUTED EPS TO ADJUSTED DILUTED EPS(Unaudited)
Three Months Ended March 31,
2026
2025
Change
Translational FX
FXN
Change
Change %
FXN
Change %Reported Diluted (Loss) Earnings per Share from Continuing Operations$(0.13)
$0.55
$(0.68)
$0.04
$(0.72)
(123.6)%
(130.9)%Purchase accounting adjustments ($368 million and $543 million pre-tax, respectively) (1)1.31
1.89
0.01
Integration costs ($46 million and $26 million pre-tax, respectively) (2)0.16
0.09
—
Restructuring costs ($487 million and $66 million pre-tax, respectively) (2)1.73
0.23
0.02
Separation-related items ($40 million pre-tax) (3)0.14
—
—
Product, litigation, and other items ($132 million and $139 million pre-tax, respectively) (4)0.47
0.48
—
Impacts of debt extinguishment (($122) million pre-tax)(0.43)
—
—
Dilutive impact (5)(0.01)
—
—
Tax impact of specified items and other tax related (($97) million and ($129) million, respectively)(0.35)
(0.45)
—
Adjusted Diluted Earnings per Share from Continuing Operations$2.90
$2.79
$0.11
$0.08
$0.03
3.9%
1.1%
(1)Includes amortization and other adjustments related to the purchase accounting for acquisitions.(2)Represents costs associated with integration and restructuring activities. Restructuring costs for the three months ended March 31, 2026 reflect non-cash asset impairment charges of $450 million across all reportable segments based upon the Company's commitment to exit certain operational activities and projects which no longer align with and facilitate its current operational strategy, Excellence Unleashed. These exit actions are aimed at simplifying the Company's operations and aligning resources behind its most value-creating platforms. The impairment charges are primarily reflected as decreases of $238 million within Property, plant and equipment, net, and $134 million within Goodwill and other intangibles, net, on the Company's March 31, 2026 condensed consolidated balance sheet.(3)Represents costs recorded to Other operating expense, net, incurred in connection with the separation of our former Biosciences and Diagnostic Solutions business and the combination of the business with Waters.(4)Includes certain (income) expense items which are not part of ordinary operations and affect the comparability of the periods presented. Such items may include certain product remediation costs, certain legal matters, certain investment gains and losses, certain asset impairment charges, and certain pension settlement costs. The amount for the three months ended March 31, 2026 reflects charges of $42 million recorded to Cost of products sold to adjust the estimate of future product remediation costs, charges of $52 million recorded to Other operating expense, net, related to various legal matters, and a charge of $25 million to Other expense, net related to pension settlement costs. The amount for the three months ended March 31, 2025 reflects a charge of $76 million recorded to Cost of products sold to adjust the estimate of future product remediation costs and charges of $32 million recorded to Other operating expense, net, related to various legal matters.(5)The amount in 2026 represents the exclusion of share equivalents associated with share-based plans from the reported diluted shares outstanding calculation because such equivalents would have been antidilutive due to the net loss incurred during the period. The adjusted diluted average shares outstanding (in thousands) were 281,674. BECTON DICKINSON AND COMPANYSUPPLEMENTAL INFORMATIONRECONCILIATION OF REPORTED DILUTED EPS TO ADJUSTED DILUTED EPS(Unaudited)
Six Months Ended March 31,
2026
2025
Change
Translational FX
FXN
Change
Change %
FXN
Change %Reported Diluted Earnings per Share from Continuing Operations$0.96
$1.05
$(0.09)
$0.04
$(0.13)
(8.6)%
(12.4)%Purchase accounting adjustments ($751 million and $1.105 billion pre-tax, respectively) (1)2.64
3.82
0.01
Integration costs ($82 million and $50 million pre-tax, respectively) (2)0.29
0.17
—
Restructuring costs ($557 million and $128 million pre-tax, respectively) (2)1.96
0.44
0.03
Transaction costs ($4 million pre-tax) (3)—
0.01
—
Separation-related items ($41 million pre-tax) (4)0.14
—
—
Product, litigation, and other items ($140 million and $211 million pre-tax, respectively) (5)0.49
0.73
—
Impacts of debt extinguishment (($122) million pre-tax)(0.43)
—
—
Tax impact of specified items and other tax related (($192) million and ($191) million, respectively)(0.67)
(0.66)
—
Adjusted Diluted Earnings per Share from Continuing Operations$5.38
$5.57
$(0.19)
$0.08
$(0.27)
(3.4)%
(4.8)%
(1)Includes amortization and other adjustments related to the purchase accounting for acquisitions.(2)Represents costs associated with integration and restructuring activities. Restructuring costs for the six months ended March 31, 2026 reflect non-cash asset impairment charges of $450 million across all reportable segments based upon the Company's commitment to exit certain operational activities and projects which no longer align with and facilitate its current operational strategy, Excellence Unleashed. These exit actions are aimed at simplifying the Company's operations and aligning resources behind its most value-creating platforms. The impairment charges are primarily reflected as decreases of $238 million within Property, plant and equipment, net, and $134 million within Goodwill and other intangibles, net, on the Company's March 31, 2026 condensed consolidated balance sheet.(3)Represents transaction costs recorded to Integration, restructuring and transaction expense incurred in connection with the Advanced Patient Monitoring acquisition.(4)Represents costs recorded to Other operating expense, net, incurred in connection with the separation of our former Biosciences and Diagnostic Solutions business and the combination of the business with Waters.(5)Includes certain (income) expense items which are not part of ordinary operations and affect the comparability of the periods presented. Such items may include certain product remediation costs, certain legal matters, certain investment gains and losses, certain asset impairment charges, and certain pension settlement costs. The amount for the six months ended March 31, 2026 reflects charges of $42 million recorded to Cost of products sold to adjust the estimate of future product remediation costs, charges of $63 million recorded to Other operating expense, net, related to various legal matters, and a charge of $25 million to Other expense, net, related to pension settlement costs. The amount for the six months ended March 31, 2025 reflects charges of $98 million to Cost of products sold to adjust the estimate of future product remediation costs and charges of $60 million to Other operating expense, net, related to various legal matters. BECTON DICKINSON AND COMPANYSUPPLEMENTAL INFORMATIONFY 2026 GUIDANCE RECONCILIATION
Full Year FY2025
Full Year FY2026 Guidance
($ in millions)
% ChangeBDX Reported Revenues from Continuing Operations
$18,544
FY2026 Reported Revenue Growth
Low single-digit plusIllustrative Foreign Currency (FX) Impact
~+120 basis pointsFY2026 Revenue Growth (FXN)
Low single-digit BECTON DICKINSON AND COMPANYSUPPLEMENTAL INFORMATIONFY 2026 GUIDANCE RECONCILIATION CONTINUED
Full Year FY 2026 Guidance
Full Year FY2025
Total Company
Reported Diluted Earnings per Share from Continuing Operations
$3.81
Purchase accounting adjustments ($1.865 billion pre-tax) (1)
6.46
Integration costs ($127 million pre-tax) (2)
0.44
Restructuring costs ($270 million pre-tax) (2)
0.93
Transaction costs ($6 million pre-tax) (3)
0.02
Separation-related items ($3 million pre-tax) (4)
0.01
Product, litigation, and other items ($506 million pre-tax) (5)
1.75
Tax impact of specified items and other tax related (($443) million)
(1.54)
Adjusted Diluted Earnings per Share from Continuing Operations
$11.90
$12.52 to $12.72
Reported % Change
+5.2% to +6.9%
(1)Includes amortization and other adjustments related to the purchase accounting for acquisitions.(2)Represents costs associated with integration and restructuring activities.(3)Represents transaction costs incurred in connection with the Advanced Patient Monitoring acquisition.(4)Represents costs recorded to Other operating expense, net, incurred in connection with the separation of our former Biosciences and Diagnostic Solutions business and the combination of the business with Waters.(5)Includes certain (income) expense items which are not part of ordinary operations and affect the comparability of the periods presented. Such items may include certain product remediation costs, certain legal matters, certain investment gains and losses, certain asset impairment charges, and certain pension settlement costs. The amount in 2025 reflects charges of $98 million to Cost of products sold to adjust the estimate of future product remediation costs, charges of $297 million to Other operating expense, net, related to product liability and certain other legal matters, and charges of $38 million to Other expense, net, related to pension settlement costs. View original content:https://www.prnewswire.com/news-releases/bd-reports-second-quarter-fiscal-2026-financial-results-302764968.htmlSOURCE BD (Becton, Dickinson and Company) Original: BD Reports Second Quarter Fiscal 2026 Financial Results
US Market News
3月前
Becton, Dickinson and Company Announces Pricing of the Tender Offers and Amounts Accepted for PurchaseFebruary 25, 2026 4:15 PM
PR Newswire (US)
FRANKLIN LAKES, N.J., Feb. 25, 2026 /PRNewswire/ -- BD (Becton, Dickinson and Company) (NYSE: BDX) (the "Company" or "BD"), a leading global medical technology company, today announced the consideration payable in connection with its previously announced Tender Offers (as defined below) to purchase for cash up to $2,000,000,000 aggregate purchase price, excluding the applicable Accrued Interest (as defined below) (which, subject to applicable law, may be increased or decreased in the Company's sole discretion, the "Aggregate Offer Cap") of its (i) 6.700% Senior Notes due 2026, (ii) 7.000% Senior Debentures due 2027, (iii) 6.700% Senior Debentures due 2028, (iv) 6.000% Senior Notes due 2039, (v) 4.875% Senior Notes due 2044, (vi) 4.669% Senior Notes due 2047, (vii) 5.000% Senior Notes due 2040, (viii) 4.685% Senior Notes due 2044 (the "4.685% Senior Notes"), (ix) 5.081% Senior Notes due 2029, (x) 3.794% Senior Notes due 2050, (xi) 4.874% Senior Notes due 2029, (xii) 4.693% Senior Notes due 2028, (xiii) 3.700% Senior Notes due 2027, (xiv) 5.110% Senior Notes due 2034, and (xv) 4.298% Senior Notes due 2032 (collectively, the "Securities" and each a "series"), in the order of priority set forth in the table below (each, an "Acceptance Priority Level"), subject to an aggregate principal amount of each series of Securities that does not exceed the applicable Offer SubCap, if any, set forth in the table below (each, an "Offer SubCap") (collectively, the "Tender Offers"); provided that the Company will only accept for purchase up to an aggregate purchase price, excluding the applicable Accrued Interest, of all series of Securities that does not exceed the Aggregate Offer Cap.The table below sets forth the Total Consideration and aggregate principal amount accepted for purchase for each series of Securities.Title of
SecurityCUSIP NumberPrincipal
Amount
OutstandingOffer SubCapAcceptance
Priority
Level(1)U.S.
Treasury Reference
SecurityBloomberg
Reference
PageFixed SpreadEarly Tender
Payment (2)(3) Total Consideration (2)(3)Aggregate
Principal
Amount Accepted for
Purchase6.700%
Senior Notes
due 2026Registered: 075887CE7144A:
075887CD9Reg S:
U0740RAE2$137,032,000N/A 14.250%
U.S. Treasury
Notes due
11/30/2026FIT3+30 bps$30$1,020.51$36,474,0007.000%
Senior Debentures
due 2027075887AN9$116,054,000N/A23.500%
U.S. Treasury
Notes due
1/31/2028FIT1+20 bps$30$1,045.64$32,822,0006.700%
Senior Debentures
due 2028075887AQ2$112,361,000N/A33.500% U.S. Treasury Notes due
1/31/2028FIT1+35 bps$30$1,065.75$27,313,0006.000%
Senior Notes
due 2039075887AV1$122,856,000N/A44.000% U.S. Treasury Notes due 11/15/2035FIT1+95 bps$30$1,095.99$61,942,0004.875%
Senior Notes
due 2044075887BM0$224,877,000N/A54.625% U.S. Treasury Notes due
11/15/2045FIT1+80 bps$30$934.25$91,153,0004.669% Senior Notes due 2047075887BX6$1,500,000,000$1,000,000,00064.625%
U.S. Treasury
Notes due
11/15/2045FIT1+70 bps$30$914.27$656,047,0005.000%
Senior Notes
due 2040075887AX7$90,878,000N/A74.000%
U.S. Treasury
Notes due
11/15/2035FIT1+100 bps$30$994.98$36,846,0004.685% Senior Notes
due 2044075887BG3$982,883,000$472,349,00084.625%
U.S. Treasury
Notes due 11/15/2045FIT1+60 bps$30$933.16$472,349,0005.081%
Senior Notes
due 2029075887CU1$600,000,000N/A93.500%
U.S. Treasury
Notes due
1/15/2029FIT1+30 bps$30$1,038.38$444,588,0003.794%
Senior Notes
due 2050075887CK3$560,000,000N/A104.625% U.S. Treasury Notes due 11/15/2055FIT1+65 bps$30$789.44$262,727,0004.874%
Senior Notes
due 2029075887CR8$625,000,000N/A113.500% U.S. Treasury Notes due
1/15/2029FIT1+30 bps$30$1,029.08$04.693%
Senior Notes
due 2028075887CQ0$800,000,000N/A123.500% U.S. Treasury Notes due 1/31/2028FIT1+20 bps$30$1,018.12$03.700% Senior Notes
due 2027075887BW8$1,725,018,000N/A133.500% U.S. Treasury
Notes due
1/31/2028FIT1+30 bps$30$998.90$05.110%
Senior Notes
due 2034075887CS6$550,000,000N/A144.000% U.S. Treasury Notes due
11/15/2035FIT1+45 bps$30$1,039.47$04.298% Senior Notes
due 2032075887CP2$500,000,000N/A153.750%
U.S. Treasury Notes due
1/31/2031FIT1+65 bps$30$1,001.23$0(1)Subject to the Aggregate Offer Cap, Offer SubCap, if any, and proration if applicable, the principal amount of each series of Securities that is purchased in the Tender Offers has been determined in accordance with the applicable Acceptance Priority Level (in numerical priority order) specified in this column.(2)Per $1,000 principal amount of Securities validly tendered prior to or at the Early Tender Date (as defined below) and accepted for purchase.(3)The Total Consideration (as defined below) for each series of Securities validly tendered prior to or at the Early Tender Date and accepted for purchase is calculated using the applicable Fixed Spread and is inclusive of the applicable Early Tender Payment. The Total Consideration for each series of Securities does not include the applicable Accrued Interest, which will be payable in addition to the applicable Total Consideration.The Tender Offers are being made pursuant to the terms and conditions set forth in the offer to purchase, dated February 10, 2026, as amended and supplemented by the Company's press release on February 25, 2026 (as so amended, the "Offer to Purchase") announcing the upsizing of the Offer SubCap with respect to the 4.685% Senior Notes and the Aggregate Offer Cap. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offers.The "Total Consideration" listed in the table above per $1,000 principal amount of each series of Securities was determined at 10:00 a.m., New York City time, on February 25, 2026. Only holders of Securities who validly tendered and did not validly withdraw their Securities at or prior to 5:00 p.m., New York City time, on February 24, 2026 (the "Early Tender Date") are eligible to receive the Total Consideration for Securities accepted for purchase. As previously announced, the Company has elected to exercise its right to make payment for the Securities that were validly tendered prior to or at the Early Tender Date and that are accepted for purchase on February 27, 2026 (the "Early Settlement Date"). Holders will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the Early Settlement Date ("Accrued Interest").As previously disclosed in the Offer to Purchase, because the aggregate purchase price, excluding the applicable Accrued Interest, of Securities validly tendered and not validly withdrawn prior to or at the Early Tender Date exceeds the Aggregate Offer Cap, the Company will accept for purchase the 3.794% Senior Notes due 2050 on a prorated basis as set forth in the table above. As described further in the Offer to Purchase, Securities tendered and not accepted for purchase will be promptly credited to the tendering holder's account. Since the Tender Offers are fully subscribed at the Early Tender Date, the Company does not expect to accept for purchase any Securities tendered after the Early Tender Date on a subsequent settlement date.Information Relating to the Tender OffersCitigroup Global Markets Inc. and Wells Fargo Securities, LLC are the lead dealer managers for the Tender Offers. Scotia Capital (USA) Inc., MUFG Securities Americas Inc. and U.S. Bancorp Investments, Inc. are co-dealer managers for the Tender Offers. Investors with questions regarding the Tender Offers may contact Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or by email at ny.liabilitymanagement @jacada4 (toll-free) or (704) 410-4759 (collect) or by email at liabilitymanagement@wellsfargo.com. Global Bondholder Services Corporation is the tender and information agent for the Tender Offers and can be contacted at (855) 654-2015 (toll-free) or (212) 430-3774 (collect).None of the Company or its affiliates, their respective boards of directors, their respective officers, the dealer managers, the tender and information agent or the trustee with respect to any series of Securities is making any recommendation as to whether holders should tender any Securities in response to any of the Tender Offers, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decisions as to whether to tender any of their Securities, and, if so, the principal amount of Securities to tender.The full details of the Tender Offers, including complete instructions on how to tender Securities, are included in the Offer to Purchase. Holders are strongly encouraged to read carefully the Offer to Purchase, including materials incorporated by reference therein, because they contain important information. The Offer to Purchase may be downloaded from Global Bondholder Services Corporation's website at www.gbsc-usa.com/BectonDickinson or obtained from Global Bondholder Services Corporation, free of charge, by calling toll-free at (855) 654-2015 (bankers and brokers can call collect at (212) 430-3774).This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Securities and the Tender Offers do not constitute an offer to buy or the solicitation of an offer to sell Securities in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful.About BDBD is one of the world's largest pure-play medical technology companies with a Purpose of advancing the world of health™ by driving innovation across medical essentials, connected care, biopharma systems and interventional. The company supports those on the frontlines of healthcare by developing transformative technologies, services and solutions that optimize clinical operations and improve care for patients. Operating across the globe, with more than 60,000 employees, BD delivers billions of products annually that have a positive impact on global healthcare. By working in close collaboration with customers, BD can help enhance outcomes, lower costs, increase clinical efficiency, improve safety and expand access to healthcare. Contacts:
MediaInvestorsMatt Marcus
VP, Public Relations
Matt.Marcus@bd.com Shawn Bevec SVP, Investor RelationsInvestor.Relations@bd.com Forward-Looking StatementsThis press release contains certain estimates and other forward-looking statements (as defined under federal securities laws) regarding BD's performance, including in relation to the consummation of the Tender Offers. All such statements are based upon current expectations of BD and involve a number of business risks and uncertainties. Actual results could vary materially from anticipated results described, implied or projected in any forward-looking statement. With respect to forward-looking statements contained herein, a number of factors could cause actual results to vary materially. These factors include, but are not limited to, the factors discussed in BD's filings with the Securities and Exchange Commission. BD does not intend to update any forward-looking statements to reflect events or circumstances after the date hereof, except as required by applicable laws or regulations.
View original content:https://www.prnewswire.com/news-releases/becton-dickinson-and-company-announces-pricing-of-the-tender-offers-and-amounts-accepted-for-purchase-302697563.htmlSOURCE BD (Becton, Dickinson and Company)
Original: Becton, Dickinson and Company Announces Pricing of the Tender Offers and Amounts Accepted for Purchase
US Market News
3月前
Becton, Dickinson and Company Announces Early Tender Results and Upsizing of Offer SubCap and Aggregate Offer CapFebruary 25, 2026 8:00 AM
PR Newswire (US)
FRANKLIN LAKES, N.J., Feb. 25, 2026 /PRNewswire/ -- BD (Becton, Dickinson and Company) (NYSE: BDX) (the "Company" or "BD"), a leading global medical technology company, today announced the early tender results for its previously announced Tender Offers (as defined below) to purchase for cash certain of its outstanding debt securities listed in the table below.In making the announcement, the Company has exercised its previously disclosed right to amend such Tender Offers to (i) increase the Offer SubCap (as defined below) with respect to the 4.685% Senior Notes due 2044 (the "4.685% Senior Notes") and (ii) increase the Aggregate Offer Cap (as defined below) from $1,600,000,000 to an aggregate purchase price of $2,000,000,000, excluding applicable Accrued Interest (as defined below).The Tender Offers are being made pursuant to the terms and conditions set forth in the offer to purchase, dated February 10, 2026 (as amended and supplemented hereby, the "Offer to Purchase"). Except as specifically amended hereby, all other terms of the Tender Offers as previously announced in the Offer to Purchase remain unchanged. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offers.The Company is offering to purchase for cash up to $2,000,000,000 aggregate purchase price, excluding the applicable Accrued Interest (which, subject to applicable law, may be increased or decreased in the Company's sole discretion, the "Aggregate Offer Cap") of its (i) 6.700% Senior Notes due 2026, (ii) 7.000% Senior Debentures due 2027, (iii) 6.700% Senior Debentures due 2028, (iv) 6.000% Senior Notes due 2039, (v) 4.875% Senior Notes due 2044, (vi) 4.669% Senior Notes due 2047, (vii) 5.000% Senior Notes due 2040, (viii) 4.685% Senior Notes, (ix) 5.081% Senior Notes due 2029, (x) 3.794% Senior Notes due 2050, (xi) 4.874% Senior Notes due 2029, (xii) 4.693% Senior Notes due 2028, (xiii) 3.700% Senior Notes due 2027, (xiv) 5.110% Senior Notes due 2034, and (xv) 4.298% Senior Notes due 2032 (collectively, the "Securities" and each a "series"), in the order of priority set forth in the table below (each, an "Acceptance Priority Level"), subject to an aggregate principal amount of each series of Securities that does not exceed the applicable Offer SubCap, if any, set forth in the table below (each, an "Offer SubCap") (collectively, the "Tender Offers"); provided that the Company will only accept for purchase up to an aggregate purchase price, excluding the applicable Accrued Interest, of all series of Securities that does not exceed the Aggregate Offer Cap.As of the previously announced early tender date and time of 5:00 p.m., New York City time, on February 24, 2026 (the "Early Tender Date"), according to information provided by Global Bondholder Services Corporation, the tender and information agent for the Tender Offers, the aggregate principal amount of each series of Securities set forth in the table below under "Principal Amount Tendered at Early Tender Date" has been validly tendered and not validly withdrawn in the Tender Offers. Withdrawal rights for the Securities expired at 5:00 p.m., New York City time, on the Early Tender Date.Title of
SecurityCUSIP
NumberPrincipal
Amount
OutstandingOffer
SubCapAcceptance
Priority
Level(1)U.S.
Treasury
Reference
SecurityBloomberg
Reference
PageFixed
SpreadEarly
Tender
Payment
(2)(3)Principal
Amount
Tendered at
Early Tender
Date6.700%
Senior Notes
due 2026Registered:
075887CE7144A:
075887CD9Reg S:
U0740RAE2$137,032,000N/A 14.250%
U.S. Treasury
Notes due
11/30/2026FIT3+30 bps$30$36,474,0007.000%
Senior Debentures
due 2027075887AN9$116,054,000N/A23.500%
U.S. Treasury
Notes due
1/31/2028FIT1+20 bps$30$32,822,0006.700%
Senior Debentures
due 2028075887AQ2$112,361,000N/A33.500%
U.S. Treasury
Notes due
1/31/2028FIT1+35 bps$30$27,313,0006.000%
Senior Notes
due 2039075887AV1$122,856,000N/A44.000%
U.S. Treasury
Notes due
11/15/2035FIT1+95 bps$30$61,942,0004.875%
Senior Notes
due 2044075887BM0$224,877,000N/A54.625%
U.S. Treasury
Notes due
11/15/2045FIT1+80 bps$30$91,153,0004.669%
Senior Notes
due 2047075887BX6$1,500,000,000$1,000,000,00064.625%
U.S. Treasury
Notes due
11/15/2045FIT1+70 bps$30$656,047,0005.000%
Senior Notes
due 2040075887AX7$90,878,000N/A74.000%
U.S. Treasury
Notes due
11/15/2035FIT1+100 bps$30$36,846,0004.685%
Senior Notes
due 2044075887BG3$982,883,000$472,349,00084.625%
U.S. Treasury
Notes due
11/15/2045FIT1+60 bps$30$472,349,0005.081%
Senior Notes
due 2029075887CU1$600,000,000N/A93.500%
U.S. Treasury
Notes due
1/15/2029FIT1+30 bps$30$444,588,0003.794%
Senior Notes
due 2050075887CK3$560,000,000N/A104.625%
U.S. Treasury
Notes due
11/15/2055FIT1+65 bps$30$344,737,0004.874%
Senior Notes
due 2029075887CR8$625,000,000N/A113.500%
U.S. Treasury
Notes due
1/15/2029FIT1+30 bps$30$365,878,0004.693%
Senior Notes
due 2028075887CQ0$800,000,000N/A123.500%
U.S. Treasury
Notes due
1/31/2028FIT1+20 bps$30$424,319,0003.700%
Senior Notes
due 2027075887BW8$1,725,018,000N/A133.500%
U.S. Treasury
Notes due
1/31/2028FIT1+30 bps$30$698,963,0005.110%
Senior Notes
due 2034075887CS6$550,000,000N/A144.000%
U.S. Treasury
Notes due
11/15/2035FIT1+45 bps$30$304,074,0004.298%
Senior Notes
due 2032075887CP2$500,000,000N/A153.750%
U.S. Treasury
Notes due
1/31/2031FIT1+65 bps$30$269,954,000(1)Subject to the Aggregate Offer Cap, Offer SubCap, if any, and proration if applicable, the principal amount of each series of Securities that is purchased in the Tender Offers has been determined in accordance with the applicable Acceptance Priority Level (in numerical priority order) specified in this column.(2)Per $1,000 principal amount of Securities validly tendered prior to or at the Early Tender Date and accepted for purchase.(3)The Total Consideration (as defined below) for each series of Securities validly tendered prior to or at the Early Tender Date and accepted for purchase is calculated using the applicable Fixed Spread and is inclusive of the applicable Early Tender Payment. The Total Consideration for each series of Securities does not include the applicable Accrued Interest, which will be payable in addition to the applicable Total Consideration.All conditions in respect of the Tender Offers were satisfied or waived by the Company at the Early Tender Date. The Company has elected to exercise its right to make payment for the Securities that were validly tendered prior to or at the Early Tender Date and that are accepted for purchase on February 27, 2026 (the "Early Settlement Date").The applicable consideration (the "Total Consideration") offered per $1,000 principal amount of each series of Securities validly tendered and accepted for purchase pursuant to the applicable Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Securities specified in the table above plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above as displayed on the applicable Bloomberg Bond Trader FIT1 or FIT3 page, as applicable, specified in the table above at 10:00 a.m., New York City time, on February 25, 2026. The Company expects to announce the pricing of the Tender Offers later today.Only holders of Securities who validly tendered and did not validly withdraw their Securities at or prior to the Early Tender Date are eligible to receive the Total Consideration for Securities accepted for purchase. Holders will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the Early Settlement Date ("Accrued Interest").All Securities accepted for purchase will be retired and cancelled and will no longer remain outstanding obligations of the Company.Information Relating to the Tender Offers
Citigroup Global Markets Inc. and Wells Fargo Securities, LLC are the lead dealer managers for the Tender Offers. Scotia Capital (USA) Inc., MUFG Securities Americas Inc. and U.S. Bancorp Investments, Inc. are co-dealer managers for the Tender Offers. Investors with questions regarding the Tender Offers may contact Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or by email at ny.liabilitymanagement @jacada4 (toll-free) or (704) 410-4759 (collect) or by email at liabilitymanagement@wellsfargo.com. Global Bondholder Services Corporation is the tender and information agent for the Tender Offers and can be contacted at (855) 654-2015 (toll-free) or (212) 430-3774 (collect).None of the Company or its affiliates, their respective boards of directors, their respective officers, the dealer managers, the tender and information agent or the trustee with respect to any series of Securities is making any recommendation as to whether holders should tender any Securities in response to any of the Tender Offers, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decisions as to whether to tender any of their Securities, and, if so, the principal amount of Securities to tender.The full details of the Tender Offers, including complete instructions on how to tender Securities, are included in the Offer to Purchase. Holders are strongly encouraged to read carefully the Offer to Purchase, including materials incorporated by reference therein, because they contain important information. The Offer to Purchase may be downloaded from Global Bondholder Services Corporation's website at www.gbsc-usa.com/BectonDickinson or obtained from Global Bondholder Services Corporation, free of charge, by calling toll-free at (855) 654-2015 (bankers and brokers can call collect at (212) 430-3774).This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Securities and the Tender Offers do not constitute an offer to buy or the solicitation of an offer to sell Securities in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful.About BD
BD is one of the world's largest pure-play medical technology companies with a Purpose of advancing the world of health™ by driving innovation across medical essentials, connected care, biopharma systems and interventional. The company supports those on the frontlines of healthcare by developing transformative technologies, services and solutions that optimize clinical operations and improve care for patients. Operating across the globe, with more than 60,000 employees, BD delivers billions of products annually that have a positive impact on global healthcare. By working in close collaboration with customers, BD can help enhance outcomes, lower costs, increase clinical efficiency, improve safety and expand access to healthcare. Contacts:
MediaInvestorsMatt Marcus
VP, Public Relations
Matt.Marcus@bd.com Shawn Bevec SVP, Investor RelationsInvestor.Relations@bd.com Forward-Looking Statements
This press release contains certain estimates and other forward-looking statements (as defined under federal securities laws) regarding BD's performance, including in relation to the consummation of the Tender Offers. All such statements are based upon current expectations of BD and involve a number of business risks and uncertainties. Actual results could vary materially from anticipated results described, implied or projected in any forward-looking statement. With respect to forward-looking statements contained herein, a number of factors could cause actual results to vary materially. These factors include, but are not limited to, the factors discussed in BD's filings with the Securities and Exchange Commission. BD does not intend to update any forward-looking statements to reflect events or circumstances after the date hereof, except as required by applicable laws or regulations.
View original content:https://www.prnewswire.com/news-releases/becton-dickinson-and-company-announces-early-tender-results-and-upsizing-of-offer-subcap-and-aggregate-offer-cap-302697019.htmlSOURCE BD (Becton, Dickinson and Company)
Original: Becton, Dickinson and Company Announces Early Tender Results and Upsizing of Offer SubCap and Aggregate Offer Cap
US Market News
4月前
Becton, Dickinson and Company Announces Tender Offers for Outstanding Debt SecuritiesFebruary 10, 2026 1:00 PM
PR Newswire (US)
FRANKLIN LAKES, N.J., Feb. 10, 2026 /PRNewswire/ -- BD (Becton, Dickinson and Company) (NYSE: BDX) (the "Company" or "BD"), a leading global medical technology company, today announced that it has commenced tender offers to purchase for cash the debt securities issued by the Company listed in the table below (collectively, the "Securities" and each a "series").
Up to an Aggregate Offer Cap of $1,600,000,000 Aggregate Purchase Price
of the Outstanding Debt Securities Listed Below and each Offer SubCap Listed BelowTitle of SecurityCUSIP NumberPrincipal Amount OutstandingOffer SubCapAcceptance Priority Level(1)U.S. Treasury Reference SecurityBloomberg Reference PageFixed SpreadEarly Tender Payment (2)(3)6.700% Senior Notes due 2026Registered: 075887CE7144A: 075887CD9Reg S: U0740RAE2$137,032,000N/A 14.250% U.S. Treasury Notes due 11/30/2026FIT3+30 bps$307.000% Senior Debentures due 2027075887AN9$116,054,000N/A23.500% U.S. Treasury Notes due 1/31/2028FIT1+20 bps$306.700% Senior Debentures due 2028075887AQ2$112,361,000N/A33.500% U.S. Treasury Notes due 1/31/2028FIT1+35 bps$306.000% Senior Notes due 2039075887AV1$122,856,000N/A44.000% U.S. Treasury Notes due 11/15/2035FIT1+95 bps$304.875% Senior Notes due 2044075887BM0$224,877,000N/A54.625% U.S. Treasury Notes due 11/15/2045FIT1+80 bps$304.669% Senior Notes due 2047075887BX6$1,500,000,000$1,000,000,00064.625% U.S. Treasury Notes due 11/15/2045FIT1+70 bps$305.000% Senior Notes due 2040075887AX7$90,878,000N/A74.000% U.S. Treasury Notes due 11/15/2035FIT1+100 bps$304.685% Senior Notes due 2044075887BG3$982,883,000$450,000,00084.625% U.S. Treasury Notes due 11/15/2045FIT1+60 bps$305.081% Senior Notes due 2029075887CU1$600,000,000N/A93.500% U.S. Treasury Notes due 1/15/2029FIT1+30 bps$303.794% Senior Notes due 2050075887CK3$560,000,000N/A104.625% U.S. Treasury Notes due 11/15/2055FIT1+65 bps$304.874% Senior Notes due 2029075887CR8$625,000,000N/A113.500% U.S. Treasury Notes due 1/15/2029FIT1+30 bps$304.693% Senior Notes due 2028075887CQ0$800,000,000N/A123.500% U.S. Treasury Notes due 1/31/2028FIT1+20 bps$303.700% Senior Notes due 2027075887BW8$1,725,018,000N/A133.500% U.S. Treasury Notes due 1/31/2028FIT1+30 bps$305.110% Senior Notes due 2034 075887CS6$550,000,000N/A144.000% U.S. Treasury Notes due 11/15/2035FIT1+45 bps$304.298% Senior Notes due 2032075887CP2$500,000,000N/A153.750% U.S. Treasury Notes due 1/31/2031FIT1+65 bps$30
(1)Subject to the Aggregate Offer Cap (as defined below), Offer SubCap (as defined below), if any, and proration if applicable, the principal amount of each series of Securities that is purchased in the tender offers will be determined in accordance with the applicable Acceptance Priority Level (as defined below and in numerical priority order) specified in this column.(2)Per $1,000 principal amount of Securities validly tendered prior to or at the Early Tender Date (as defined below) and accepted for purchase.(3)The Total Consideration (as defined below) for each series of Securities validly tendered prior to or at the Early Tender Date and accepted for purchase is calculated using the applicable Fixed Spread and is inclusive of the applicable Early Tender Payment (as defined below). The Total Consideration for each series of Securities does not include the applicable Accrued Interest (as defined below), which will be payable in addition to the applicable Total Consideration.Subject to the terms and conditions set forth in the offer to purchase, dated February 10, 2026 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), the Company is offering to purchase for cash up to $1,600,000,000 aggregate purchase price, excluding the applicable Accrued Interest (which, subject to applicable law, may be increased or decreased in the Company's sole discretion, the "Aggregate Offer Cap") of its (i) 6.700% Senior Notes due 2026, (ii) 7.000% Senior Debentures due 2027, (iii) 6.700% Senior Debentures due 2028, (iv) 6.000% Senior Notes due 2039, (v) 4.875% Senior Notes due 2044, (vi) 4.669% Senior Notes due 2047, (vii) 5.000% Senior Notes due 2040, (viii) 4.685% Senior Notes due 2044, (ix) 5.081% Senior Notes due 2029, (x) 3.794% Senior Notes due 2050, (xi) 4.874% Senior Notes due 2029, (xii) 4.693% Senior Notes due 2028, (xiii) 3.700% Senior Notes due 2027, (xiv) 5.110% Senior Notes due 2034, and (xv) 4.298% Senior Notes due 2032, in the order of priority set forth in the table above (each, an "Acceptance Priority Level"), subject to an aggregate principal amount of each series of Securities that does not exceed the applicable Offer SubCap, if any, set forth in the table above (each, an "Offer SubCap") (collectively, the "Tender Offers"); provided that the Company will only accept for purchase up to an aggregate purchase price, excluding the applicable Accrued Interest, of all series of Securities that does not exceed the Aggregate Offer Cap. The Company reserves the right, but is under no obligation, to increase or decrease the Aggregate Offer Cap and/or any of the Offer SubCaps at any time, subject to applicable law. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offers.The Tender Offers will expire at 5:00 p.m., New York City time, on March 11, 2026, or any other date and time to which the Company extends the applicable Tender Offer (such date and time, as it may be extended with respect to a Tender Offer, the applicable "Expiration Date"), unless earlier terminated. Holders of Securities must validly tender and not validly withdraw their Securities prior to or at 5:00 p.m., New York City time, on February 24, 2026 (such date and time, as it may be extended with respect to a Tender Offer, the "Early Tender Date"), to be eligible to receive the applicable Total Consideration (as defined below), which is inclusive of an amount in cash equal to the applicable amount set forth in the table above under the heading "Early Tender Payment" (the "Early Tender Payment"), plus Accrued Interest. If a holder validly tenders Securities after the applicable Early Tender Date but prior to or at the applicable Expiration Date, the holder will only be eligible to receive the applicable Late Tender Offer Consideration (as defined below) plus Accrued Interest.The applicable consideration (the "Total Consideration") offered per $1,000 principal amount of each series of Securities validly tendered and accepted for purchase pursuant to the applicable Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Securities specified in the table above plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above as displayed on the applicable Bloomberg Bond Trader FIT1 or FIT3 page, as applicable, specified in the table above at 10:00 a.m., New York City time, on February 25, 2026. The "Late Tender Offer Consideration" is equal to the Total Consideration minus the Early Tender Payment.The Tender Offers will expire on the applicable Expiration Date. Except as set forth below, payment for the Securities that are validly tendered prior to or at the Expiration Date will be made on a date promptly following the Expiration Date, which is currently anticipated to be March 13, 2026, the second business day after the Expiration Date. The Company reserves the right, in its sole discretion, to make payment for Securities that are validly tendered prior to or at the Early Tender Date and that are accepted for purchase on an earlier settlement date, which, if applicable, is currently anticipated to be February 27, 2026, provided that the conditions to the satisfaction of the applicable Tender Offer are satisfied.Holders will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the applicable settlement date of each Tender Offer ("Accrued Interest").Tendered Securities may be validly withdrawn prior to or at, but not after, 5:00 p.m., New York City time, on February 24, 2026. The Tender Offers are subject to the satisfaction or waiver of certain conditions, which are specified in the Offer to Purchase. The Tender Offers are not conditioned upon the tender of any minimum principal amount of the Securities.Information Relating to the Tender OffersThe Offer to Purchase is being distributed to holders beginning today. Citigroup Global Markets Inc. and Wells Fargo Securities, LLC are the lead dealer managers for the Tender Offers. Scotia Capital (USA) Inc., MUFG Securities Americas Inc. and U.S. Bancorp Investments, Inc. are co-dealer managers for the Tender Offers. Investors with questions regarding the Tender Offers may contact Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or by email at ny.liabilitymanagement @jacada4 (toll-free) or (704) 410-4759 (collect) or by email at liabilitymanagement@wellsfargo.com. Global Bondholder Services Corporation is the tender and information agent for the Tender Offers and can be contacted at (855) 654-2015 (toll-free) or (212) 430-3774 (collect).None of the Company or its affiliates, their respective boards of directors, their respective officers, the dealer managers, the tender and information agent or the trustee with respect to any series of Securities is making any recommendation as to whether holders should tender any Securities in response to any of the Tender Offers, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decisions as to whether to tender any of their Securities, and, if so, the principal amount of Securities to tender.The full details of the Tender Offers, including complete instructions on how to tender Securities, are included in the Offer to Purchase. Holders are strongly encouraged to read carefully the Offer to Purchase, including materials incorporated by reference therein, because they will contain important information. The Offer to Purchase may be downloaded from Global Bondholder Services Corporation's website at www.gbsc-usa.com/BectonDickinson or obtained from Global Bondholder Services Corporation, free of charge, by calling toll-free at (855) 654-2015 (bankers and brokers can call collect at (212) 430-3774).About BDBD is one of the world's largest pure-play medical technology companies with a Purpose of advancing the world of health™ by driving innovation across medical essentials, connected care, biopharma systems and interventional. The company supports those on the frontlines of healthcare by developing transformative technologies, services and solutions that optimize clinical operations and improve care for patients. Operating across the globe, with more than 60,000 employees, BD delivers billions of products annually that have a positive impact on global healthcare. By working in close collaboration with customers, BD can help enhance outcomes, lower costs, increase clinical efficiency, improve safety and expand access to healthcare. Contacts:
MediaInvestorsMatt Marcus
VP, Public Relations
Matt.Marcus@bd.com Shawn BevecSVP, Investor RelationsInvestor_Relations@bd.com Forward-Looking StatementsThis press release contains certain estimates and other forward-looking statements (as defined under federal securities laws) regarding BD's performance, including in relation to the consummation of the Tender Offers. All such statements are based upon current expectations of BD and involve a number of business risks and uncertainties. Actual results could vary materially from anticipated results described, implied or projected in any forward-looking statement. With respect to forward-looking statements contained herein, a number of factors could cause actual results to vary materially. These factors include, but are not limited to: risks relating to the satisfaction of the conditions to the Tender Offers, as well as other factors discussed in BD's filings with the Securities and Exchange Commission. BD does not intend to update any forward-looking statements to reflect events or circumstances after the date hereof, except as required by applicable laws or regulations.
View original content:https://www.prnewswire.com/news-releases/becton-dickinson-and-company-announces-tender-offers-for-outstanding-debt-securities-302684114.htmlSOURCE BD (Becton, Dickinson and Company)
Original: Becton, Dickinson and Company Announces Tender Offers for Outstanding Debt Securities
US Market News
4月前
Waters Completes Combination with BD's Biosciences & Diagnostic Solutions BusinessesFebruary 9, 2026 8:40 AM
PR Newswire (Canada)
Announces appointment of Claire M. Fraser, Ph.D., to its Board of DirectorsForms a global life sciences and diagnostics leader focused on high-volume testing in regulated applicationsAnnounces formation of four divisions: Waters Analytical Sciences, Waters Biosciences, Waters Advanced Diagnostics, and Waters Materials SciencesMILFORD, Mass., Feb. 9, 2026 /CNW/ -- Waters Corporation (NYSE: WAT) ("Waters") today announced it has completed the previously announced combination with the Biosciences & Diagnostic Solutions businesses of Becton, Dickinson and Company (NYSE: BDX) ("BD"). The transaction forms a global life sciences and diagnostics leader, equipped with best-in-class technologies, and an industry-leading financial outlook. The Company also announced the appointment of Claire M. Fraser, Ph.D., to its Board of Directors (the "Waters Board"), increasing the size of the Waters Board to a total of 11 members.Dr. Fraser is a globally acclaimed genome scientist, with three decades of experience managing large research institutes. Most recently, she served as Director of The Institute for Genome Sciences, which she founded in 2007, at the University of Maryland School of Medicine, where she also served as a Professor of Medicine and Microbiology and Immunology. Dr. Fraser received a B.S. in Biology from Rensselaer Polytechnic Institute in Troy, NY, and a Ph.D. in Pharmacology from the State University of New York at Buffalo. "As we reach this important milestone, I want to welcome our new colleagues to Waters and Dr. Claire Fraser to our Board," said Flemming Ørnskov, M.D., M.P.H., Chairman, Waters. "Dr. Fraser is an internationally recognized scientist with an extensive background in genomics, infectious diseases, and molecular diagnostics. We will benefit from her expertise and deep knowledge of the business to help oversee our next era of growth and value creation.""Our combination with BD's Biosciences and Diagnostic Solutions businesses marks a pivotal moment for Waters, bringing together world-class scientific expertise across chemistry, physics, and biology, with rich histories of innovation," said Udit Batra, Ph.D., President and Chief Executive Officer, Waters. "As we enter this next chapter, our focus is clear: address our customers' unmet needs, deliver long-term value for our shareholders, and provide solutions that advance global health. Through our category-defining products and shared culture of innovation, I am confident that together we will accelerate the benefits of pioneering science."With the transaction now closed, Waters has established four divisions that reflect the Company's continued focus on high-volume testing in regulated applications and its decisive expansion into high-growth adjacent markets. The divisions bring together leading scientific teams to support the development and manufacturing of large and small molecule therapeutics and food and environmental testing, and to advance specialty diagnostics in attractive molecular, microbiology, and multiplex applications.Waters Analytical Sciences (formerly Waters Division, excluding Waters Clinical Business): comprised of products, service, and compliant informatics linked to separations science and physical molecular characterization, including liquid chromatography instruments, chemistry consumables, and mass spectrometry, UV, light scattering, and particle analysis detection technologies.
Waters Biosciences (formerly BD Biosciences): comprised of products, service, and informatics linked to the field of biology, spanning cellular sorting and analysis, including flow cytometry instruments and reagents, and single-cell multiomics solutions.
Waters Advanced Diagnostics (formerly BD Diagnostic Solutions and Waters Clinical Business): comprised of products and service for high-value diagnostic workflows in regulated clinical settings. This includes microbiology, molecular, LC-MS-based multiplex testing, automation solutions, and point-of-care testing.
Waters Materials Sciences (formerly TA Division): comprised of products, service, and informatics spanning a diverse range of materials characterization techniques, including thermal analysis, rheology, and microcalorimetry, serving batteries, electronics, and pharmaceutical applications.Transaction InformationThe combination was effected through a Reverse Morris Trust transaction, where BD's Biosciences & Diagnostic Solutions businesses (the "Business") were spun off into a separate entity which merged with a wholly owned subsidiary of Waters, and thus became a wholly owned subsidiary of Waters. Upon consummation of the transaction, Waters shareholders prior to the closing of the transaction owned common stock representing 60.8% of the combined company on a fully diluted basis and BD shareholders owned 39.2% of the combined company on a fully diluted basis. In connection with the transaction, BD shareholders will receive approximately 0.135 shares of Waters common stock for each share of BD common stock that they held as of the close of business on February 5, 2026, the record date for the spin-off, with cash in lieu of any fractional shares of Waters common stock.Barclays served as financial advisor to Waters, and Kirkland & Ellis LLP served as lead legal counsel.About Waters Corporation Waters Corporation (NYSE: WAT) is a global leader in life sciences and diagnostics, dedicated to accelerating the benefits of pioneering science through analytical technologies, informatics, and service. With a focus on regulated, high-volume testing environments, our innovative portfolio harnesses deep scientific expertise across chemistry, physics, and biology. We collaborate with customers around the world to advance the release of effective, high-quality medicines, ensure the safety of food and water, and drive better patient outcomes by detecting diseases earlier, managing routine infections, and combating antibiotic resistance. Through a shared culture of relentless innovation, our passionate team of ~16,000 colleagues turn scientific challenges into breakthroughs that improve lives worldwide. For more information, please visit www.waters.com/combination. Cautionary StatementThis release contains "forward-looking" statements regarding future results and events, including statements regarding the expected benefits of the transaction. For this purpose, any statements that are not statements of historical fact may be deemed forward-looking statements. Without limiting the foregoing, the words "will," "feels", "believes", "anticipates", "plans", "expects", "intends", "suggests", "appears", "estimates", "projects" and similar expressions, whether in the negative or affirmative, are intended to identify forward-looking statements. Our actual future results may differ significantly from the results discussed in the forward-looking statements within this release for a variety of reasons, including and without limitation, risks or uncertainties related to, and expectations regarding our ability to realize commercial success subsequent to the completion of our acquisition of the Business and other risk factors detailed from time to time in Waters' reports filed with the Securities and Exchange Commission ("SEC"). Such factors and others that are discussed more fully in the sections entitled "Forward-Looking Statements" and "Risk Factors" of Waters' annual report on Form 10-K for the year ended December 31, 2024 as filed with the SEC, which discussions are incorporated by reference in this release, as updated by Waters' subsequent filings with the SEC. The forward-looking statements included in this release represent Waters' estimates or views as of the date of this release and should not be relied upon as representing Waters' estimates or views as of any date subsequent to the date of this release. Except as required by law, Waters does not assume any obligation to update any forward-looking statements.ContactsMolly Gluck
Head of External Communications
Waters Corporation
508.498.9732
PR@waters.com Caspar Tudor
Head of Investor Relations
Waters Corporation
508.482.3448
investor_relations@waters.com
View original content to download multimedia:https://www.prnewswire.com/news-releases/waters-completes-combination-with-bds-biosciences--diagnostic-solutions-businesses-302682583.htmlSOURCE Waters Corporation
Original: Waters Completes Combination with BD's Biosciences & Diagnostic Solutions Businesses
US Market News
4月前
Waters Completes Combination with BD's Biosciences & Diagnostic Solutions BusinessesFebruary 9, 2026 8:40 AM
PR Newswire (US)
Announces appointment of Claire M. Fraser, Ph.D., to its Board of DirectorsForms a global life sciences and diagnostics leader focused on high-volume testing in regulated applicationsAnnounces formation of four divisions: Waters Analytical Sciences, Waters Biosciences, Waters Advanced Diagnostics, and Waters Materials SciencesMILFORD, Mass., Feb. 9, 2026 /PRNewswire/ -- Waters Corporation (NYSE: WAT) ("Waters") today announced it has completed the previously announced combination with the Biosciences & Diagnostic Solutions businesses of Becton, Dickinson and Company (NYSE: BDX) ("BD"). The transaction forms a global life sciences and diagnostics leader, equipped with best-in-class technologies, and an industry-leading financial outlook. The Company also announced the appointment of Claire M. Fraser, Ph.D., to its Board of Directors (the "Waters Board"), increasing the size of the Waters Board to a total of 11 members.Dr. Fraser is a globally acclaimed genome scientist, with three decades of experience managing large research institutes. Most recently, she served as Director of The Institute for Genome Sciences, which she founded in 2007, at the University of Maryland School of Medicine, where she also served as a Professor of Medicine and Microbiology and Immunology. Dr. Fraser received a B.S. in Biology from Rensselaer Polytechnic Institute in Troy, NY, and a Ph.D. in Pharmacology from the State University of New York at Buffalo. "As we reach this important milestone, I want to welcome our new colleagues to Waters and Dr. Claire Fraser to our Board," said Flemming Ørnskov, M.D., M.P.H., Chairman, Waters. "Dr. Fraser is an internationally recognized scientist with an extensive background in genomics, infectious diseases, and molecular diagnostics. We will benefit from her expertise and deep knowledge of the business to help oversee our next era of growth and value creation.""Our combination with BD's Biosciences and Diagnostic Solutions businesses marks a pivotal moment for Waters, bringing together world-class scientific expertise across chemistry, physics, and biology, with rich histories of innovation," said Udit Batra, Ph.D., President and Chief Executive Officer, Waters. "As we enter this next chapter, our focus is clear: address our customers' unmet needs, deliver long-term value for our shareholders, and provide solutions that advance global health. Through our category-defining products and shared culture of innovation, I am confident that together we will accelerate the benefits of pioneering science."With the transaction now closed, Waters has established four divisions that reflect the Company's continued focus on high-volume testing in regulated applications and its decisive expansion into high-growth adjacent markets. The divisions bring together leading scientific teams to support the development and manufacturing of large and small molecule therapeutics and food and environmental testing, and to advance specialty diagnostics in attractive molecular, microbiology, and multiplex applications.Waters Analytical Sciences (formerly Waters Division, excluding Waters Clinical Business): comprised of products, service, and compliant informatics linked to separations science and physical molecular characterization, including liquid chromatography instruments, chemistry consumables, and mass spectrometry, UV, light scattering, and particle analysis detection technologies.
Waters Biosciences (formerly BD Biosciences): comprised of products, service, and informatics linked to the field of biology, spanning cellular sorting and analysis, including flow cytometry instruments and reagents, and single-cell multiomics solutions.
Waters Advanced Diagnostics (formerly BD Diagnostic Solutions and Waters Clinical Business): comprised of products and service for high-value diagnostic workflows in regulated clinical settings. This includes microbiology, molecular, LC-MS-based multiplex testing, automation solutions, and point-of-care testing.
Waters Materials Sciences (formerly TA Division): comprised of products, service, and informatics spanning a diverse range of materials characterization techniques, including thermal analysis, rheology, and microcalorimetry, serving batteries, electronics, and pharmaceutical applications.Transaction InformationThe combination was effected through a Reverse Morris Trust transaction, where BD's Biosciences & Diagnostic Solutions businesses (the "Business") were spun off into a separate entity which merged with a wholly owned subsidiary of Waters, and thus became a wholly owned subsidiary of Waters. Upon consummation of the transaction, Waters shareholders prior to the closing of the transaction owned common stock representing 60.8% of the combined company on a fully diluted basis and BD shareholders owned 39.2% of the combined company on a fully diluted basis. In connection with the transaction, BD shareholders will receive approximately 0.135 shares of Waters common stock for each share of BD common stock that they held as of the close of business on February 5, 2026, the record date for the spin-off, with cash in lieu of any fractional shares of Waters common stock.Barclays served as financial advisor to Waters, and Kirkland & Ellis LLP served as lead legal counsel.About Waters Corporation Waters Corporation (NYSE: WAT) is a global leader in life sciences and diagnostics, dedicated to accelerating the benefits of pioneering science through analytical technologies, informatics, and service. With a focus on regulated, high-volume testing environments, our innovative portfolio harnesses deep scientific expertise across chemistry, physics, and biology. We collaborate with customers around the world to advance the release of effective, high-quality medicines, ensure the safety of food and water, and drive better patient outcomes by detecting diseases earlier, managing routine infections, and combating antibiotic resistance. Through a shared culture of relentless innovation, our passionate team of ~16,000 colleagues turn scientific challenges into breakthroughs that improve lives worldwide. For more information, please visit www.waters.com/combination. Cautionary StatementThis release contains "forward-looking" statements regarding future results and events, including statements regarding the expected benefits of the transaction. For this purpose, any statements that are not statements of historical fact may be deemed forward-looking statements. Without limiting the foregoing, the words "will," "feels", "believes", "anticipates", "plans", "expects", "intends", "suggests", "appears", "estimates", "projects" and similar expressions, whether in the negative or affirmative, are intended to identify forward-looking statements. Our actual future results may differ significantly from the results discussed in the forward-looking statements within this release for a variety of reasons, including and without limitation, risks or uncertainties related to, and expectations regarding our ability to realize commercial success subsequent to the completion of our acquisition of the Business and other risk factors detailed from time to time in Waters' reports filed with the Securities and Exchange Commission ("SEC"). Such factors and others that are discussed more fully in the sections entitled "Forward-Looking Statements" and "Risk Factors" of Waters' annual report on Form 10-K for the year ended December 31, 2024 as filed with the SEC, which discussions are incorporated by reference in this release, as updated by Waters' subsequent filings with the SEC. The forward-looking statements included in this release represent Waters' estimates or views as of the date of this release and should not be relied upon as representing Waters' estimates or views as of any date subsequent to the date of this release. Except as required by law, Waters does not assume any obligation to update any forward-looking statements.ContactsMolly Gluck
Head of External Communications
Waters Corporation
508.498.9732
PR@waters.com Caspar Tudor
Head of Investor Relations
Waters Corporation
508.482.3448
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Original: Waters Completes Combination with BD's Biosciences & Diagnostic Solutions Businesses
US Market News
4月前
BD Reports First Quarter Fiscal 2026 Financial ResultsFebruary 9, 2026 6:30 AM
PR Newswire (US)
Revenue of $5.3 billion increased 1.6% as reported, 0.4% FXNNew BD revenue increased 2.5% FXNGAAP and adjusted diluted EPS of $1.34 and $2.91, respectivelyCombination of BD's Biosciences and Diagnostic Solutions business with Waters Corporation expected to close todayCompany affirms FY26 revenue growth guidance, provides Adjusted Diluted EPS guidance for New BDFRANKLIN LAKES, N.J., Feb. 9, 2026 /PRNewswire/ -- BD (Becton, Dickinson and Company) (NYSE: BDX), a leading global medical technology company, today announced results for its fiscal 2026 first quarter, which ended December 31, 2025."We delivered stronger-than-expected first-quarter performance which reflects our disciplined execution, including accelerated commercial initiatives and broad-based growth across key end markets," said Tom Polen, chairman, CEO and president of BD. "Today, we expect to complete the combination of BD's Biosciences and Diagnostic Solutions business with Waters Corporation. With this significant milestone in our strategy to drive shareholder value, we fully pivot to New BD and the next chapter of the company's growth—intensifying our focus on elevating commercial capabilities, advancing industry-leading innovation, and applying BD Excellence to drive productivity and gross margin expansion. Our Q1 results have positioned us well to achieve our fiscal 2026 guidance while creating a foundation for long-term revenue and earnings growth."Recent Business HighlightsMedical Essentials:Announced collaboration that allows facilities to combine rapid, point-of-care qualitative results from the BD® HD Check System with ChemoGLO™'s LC-MS/MS analysis to expand hazardous drug contamination testing for health care facilities and laboratories.Connected Care:Announced Duncan Regional Hospital has become the first hospital in U.S. to implement BD Alaris™ EMR Infusion Interoperability with the MEDITECH electronic health record.BioPharma Systems:Announced $110 million investment to support U.S. pharmaceutical supply chain for biologic drugs, establishing BD Neopak™ Glass Prefillable Syringe production at its Columbus, Nebraska site. Investment will expand production of prefillable syringes, helping accelerate biologic and GLP-1 drug delivery and supporting pharmaceutical reshoring in the U.S.Announced expanded partnership with Ypsomed to address the rapidly growing biologics market through development of a 5.5 mL version of the BD Neopak™ XtraFlow™ Glass Prefillable Syringe that is designed to be fully compatible with Ypsomed's YpsoMate® 5.5 autoinjector platform, expanding options for pharmaceutical companies and patients who require large-volume self-injection systems.Interventional:Received FDA 510(k) clearance for EnCor EnCompass™ Breast Biopsy and Tissue Removal System, a state-of-the-art, multi-modality breast biopsy system slated to be in the market in early 2026.Expanded PureWick™ portfolio with first-of-its-kind PureWick™ Portable Collection System to confidently manage urinary incontinence on the go.Announced expansion of BD Surgiphor™ Surgical Wound Irrigation System to Europe to help hospitals improve patient safety.Achieved milestone in AGILITY study of Revello™ Vascular Covered Stent for the treatment of peripheral artery disease with full enrollment of the iliac artery patient cohort.First Quarter Fiscal 2026 Operating Results
Three Months Ended December 31,
Reported
Change
Foreign Currency
Neutral Change1(Millions of dollars, except per share amounts)
2025
2024
Revenues
$ 5,252
$ 5,168
1.6 %
0.4 %Reported Diluted Earnings per Share
$ 1.34
$ 1.04
28.8 %
27.9 %Adjusted Diluted Earnings per Share1
$ 2.91
$ 3.43
(15.2) %
(15.7) %
1Represents a non-GAAP financial measure; refer to reconciliations of non-GAAP financial measures in the attached financial tables.Geographic ResultsRevenues (Millions of dollars)
Three Months Ended December 31,
Reported
Change
Foreign Currency
Neutral Change1
2025
2024
United States
$ 3,159
$ 3,080
2.6 %
2.6 %International
$ 2,093
$ 2,089
0.2 %
(2.8) %Total Revenues
$ 5,252
$ 5,168
1.6 %
0.4 %
1Represents a non-GAAP financial measure; refer to reconciliations of non-GAAP financial measures in the attached financial tables.Segment ResultsRevenues (Millions of dollars)
Three Months Ended December 31,
Reported
Change
Foreign Currency
Neutral Change1
2025
2024
Medical Essentials2
$ 1,595
$ 1,586
0.6 %
(0.6) %Connected Care2
$ 1,131
$ 1,073
5.5 %
4.7 %BioPharma Systems2
$ 429
$ 418
2.7 %
1.0 %BD Interventional2
$ 1,330
$ 1,257
5.8 %
5.1 %BD Life Sciences2
$ 766
$ 836
(8.3) %
(10.5) %Total Revenues
$ 5,252
$ 5,168
1.6 %
0.4 %
1Represents a non-GAAP financial measure; refer to reconciliations of non-GAAP financial measures in the attached financial tables. 2Effective October 1, 2025, the company reorganized its organizational units into five distinct, separately-managed segments, which are based on the nature of the company's product and service offerings. Prior period amounts have been recast to reflect the reorganization.Full Year Fiscal 2026 Outlook & AssumptionsThe company is providing guidance for fiscal year 2026 for New BD which reflects the separation of its Biosciences and Diagnostic Solutions business and combination with Waters Corp., which is expected to close today. All guidance metrics provided reflect the expected performance of New BD only for full year fiscal 2026 as the separated business will be accounted for as discontinued operations.Full year fiscal 2026 New BD performance expectations are unchanged from the guidance considerations disclosed with the company's fourth quarter and full year 2025 earnings on November 6, 2025, with adjustments solely to reflect (i) the corporate overhead that is migrating to Waters Corp., (ii) TSA income and (iii) the expected benefit from the use of proceeds.
Fiscal 2026 New BD Guidance as of February 9, 2026GAAP Revenue GrowthLow single-digit plusRevenue Growth (FXN)Low single-digit
Adjusted Diluted EPS$12.35 to $12.65BD's outlook for full year fiscal 2026 reflects numerous assumptions about many factors that could affect its business, based on the information management has reviewed as of this date. Management will discuss its outlook and several of its assumptions on its first fiscal quarter earnings call.The company's expected adjusted diluted EPS for fiscal 2026 excludes potential charges or gains that may be recorded during the fiscal year, such as, among other things, the non-cash amortization of intangible assets, acquisition-related charges, separation-related costs, and certain tax matters. BD does not attempt to provide reconciliations of forward-looking adjusted diluted EPS guidance to the comparable GAAP measure because the impact and timing of these potential charges or gains are inherently uncertain and difficult to predict and are unavailable without unreasonable efforts. In addition, the company believes such reconciliations would imply a degree of precision and certainty that could be confusing to investors. Such items could have a material impact on GAAP measures of BD's financial performance. We also present our revenue growth for our 2026 fiscal year after adjusting for the illustrative impact of foreign currency translation. BD believes that this adjustment allows investors to better evaluate BD's anticipated underlying revenue performance for our 2026 fiscal year in relation to our underlying 2025 fiscal year performance.Conference Call and Presentation Materials
BD will host an audio webcast today for the public, investors, analysts and news media to discuss its first quarter results. The audio webcast will be broadcast live on BD's website, www.bd.com/investors, at 8 a.m. (ET) Monday, February 9, 2026. Accompanying slides will be available on BD's website, www.bd.com/investors at approximately 6:30 a.m. (ET). The conference call will be available for replay on BD's website, www.bd.com/investors. Alternatively, you can dial into the replay at 800-753-5212 (domestic) and 402-220-2673 (international) through the close of business on Monday, February 16, 2025. A confirmation number is not needed to access the replay.Non-GAAP Financial Measures/Financial Tables
This press release contains certain non-GAAP financial measures. These include revenue growth rates on a currency-neutral basis and adjusted diluted earnings per share. These non-GAAP financial measures are not in accordance with generally accepted accounting principles in the United States. BD management believes that the use of non-GAAP measures to adjust for items that are considered by management to be outside of BD's underlying operational results or that affect period-to-period comparability helps investors to gain a better understanding of our performance year-over-year, to analyze underlying trends in our businesses, to analyze our operating results, and to understand future prospects. Management uses these non-GAAP financial measures to measure and forecast the company's performance, especially when comparing such results to previous periods or forecasts. We believe presenting such adjusted metrics provides investors with greater transparency to the information used by BD management for its operational decision-making and for comparison to other companies within the medical technology industry. Although BD's management believes non-GAAP results are useful in evaluating the performance of its business, its reliance on these measures is limited since items excluded from such measures may have a material impact on BD's net income, earnings per share or cash flows calculated in accordance with GAAP. Therefore, management typically uses non-GAAP results in conjunction with GAAP results to address these limitations. BD strongly encourages investors to review its consolidated financial statements and publicly filed reports in their entirety and cautions investors that the non-GAAP measures used by BD may differ from similar measures used by other companies, even when similar terms are used to identify such measures. Non-GAAP measures should not be considered replacements for, and should be read together with, the most comparable GAAP financial measures.We present adjusted diluted earnings per share for the first quarter of fiscal year 2026, and the corresponding prior periods, after eliminating items we believe are not part of our ordinary operations and affect the comparability of the periods presented. Adjusted diluted earnings per share includes adjustments for the impact of purchase accounting adjustments, integration and restructuring costs, transaction costs, separation-related costs, certain product remediation costs, certain legal matters, certain investment gains and losses, and certain asset impairment charges.We also present revenue growth rates for the first quarter of fiscal year 2026 over the corresponding prior period on a currency-neutral basis after eliminating the effect of foreign currency translation, where applicable. We also show the growth in adjusted diluted earnings per share compared to the prior year period after eliminating the impact of foreign currency translation to further enable investors to evaluate BD's underlying earnings performance compared to the prior period. 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. 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 the prior periods.New BD refers to BD post the separation of the Biosciences and Diagnostic Solutions business from BD.Reconciliations of these and other non-GAAP measures to the comparable GAAP measures are included in the attached financial tables. Within the attached financial tables presented, certain columns and rows may not add due to the use of rounded numbers. Percentages and earnings per share amounts presented are calculated from the underlying amounts.About BD
BD is one of the largest global medical technology companies in the world and is advancing the world of health by improving medical discovery, diagnostics and the delivery of care. The company supports the heroes on the frontlines of health care by developing innovative technology, services and solutions that help advance both clinical therapy for patients and clinical process for health care providers. BD and its more than 70,000 employees have a passion and commitment to help enhance the safety and efficiency of clinicians' care delivery process, enable laboratory scientists to accurately detect disease and advance researchers' capabilities to develop the next generation of diagnostics and therapeutics. BD has a presence in virtually every country and partners with organizations around the world to address some of the most challenging global health issues. By working in close collaboration with customers, BD can help enhance outcomes, lower costs, increase efficiencies, improve safety and expand access to health care. For more information on BD, please visit bd.com or connect with us on LinkedIn at www.linkedin.com/company/bd1/ and on X (formerly known as Twitter) @BDandCo.***This press release and accompanying audio webcast on February 9, 2026 contain certain estimates and other forward-looking statements (as defined under Federal securities laws) regarding BD's future prospects and performance, including, but not limited to, statements relating to future revenues, margins, earnings per share, leverage targets and capital deployment. All such statements are based upon current expectations and assumptions of BD and involve a number of business risks and uncertainties. Actual results could vary materially from anticipated results described, implied or projected in any forward-looking statement. With respect to such forward-looking statements, a number of factors could cause actual results to vary materially. These factors include, but are not limited to, risks relating to macroeconomic conditions and their impact on our operations and healthcare spending generally, including any impact related to the imposition of (and changing policies around) new and existing tariffs enacted by the U.S. government (and related countermeasures by non-U.S. governments), or our ability to mitigate the impact of such tariffs; import or export licensing requirements and other governmental restrictions; reductions in U.S. government funding for healthcare, disruptions in global transportation networks or other aspects of our supply chain on our ability to source raw materials, components and energy sources needed to produce our products; inflationary pressures, currency and interest rate fluctuations and increased borrowing costs; conditions in international markets, including geopolitical developments such as the continuation and/or escalation of evolving situations in Ukraine, the Middle East and Asia; competitive factors, including changing customer and patient preferences and requirements, such as decreased demand for our products as a result of changes to U.S. federal and state policies (such as for pharmaceutical products and vaccines, and increased demand for products utilizing emerging technologies (such as artificial intelligence ("AI")), as well as new products or novel medical therapies introduced by competitors; changes in research and development efforts, investment or suspension by pharmaceuticals companies with regard to vaccine development; changes in reimbursement practices and coverage policies and third-party payer cost containment measures and health insurance coverage levels and costs; decreases or delays in purchases of our products due to reduced research and development spending; product efficacy or safety concerns and related regulatory actions, changes to the labeled use of our products, non-compliance with applicable regulatory requirements regarding our products (such as non-compliance of our products with marketing authorization or registration requirements resulting from modifications to such products, or other factors, including, but not limited to, with respect to BD Alaris™ System and infusion sets, BD Vacutainer™ and BD Pyxis™ products) resulting in product recalls, lost revenue or other actions being taken with respect to products in the field or the ability to continue selling new products to customers (including restrictions on future product clearances and fines, penalties and related financial reserves); product liability or other claims and damage to our reputation (including products we acquire through acquisitions); changes to legislation or regulations that may impact U.S. or foreign healthcare systems, changes in medical or clinical practices or in customer and patient preferences, potential cuts or freezes in governmental research funding or other healthcare spending and/or governmental or private measures to contain healthcare costs, such as China's volume-based procurement tender process or changes in pricing and reimbursement policies, which could result in reduced demand for our products or downward pricing pressure; policy and regulatory changes that may be implemented by the U.S. government, including the further elimination, downsizing and/or reduced funding of certain government agencies and programs, as well as further changes in the policy positions of such agencies (including those related to pharmaceutical products and vaccines); other new or changing laws and regulations impacting our business, including changes in tax laws, new and changing environmental laws and regulations (such as those related to sustainability, climate change or materials of concern) and new and changing cybersecurity, AI or privacy laws; other changes in laws impacting international trade or anti-corruption and bribery, or changes in reporting requirements or enforcement practices with respect to such laws; the adverse impact on our business or products of past, current or future information and technology system disruptions, breaches or breakdowns, including through cyberattacks, ransom attacks or cyber-intrusion, and any investigations, legal proceedings, liability, expense or reputational damage arising in connection with any such events; any adverse impact related to the development, deployment and use of AI in our products and business operations; labor disruptions; our suppliers' ability to provide products needed for our operations and BD's ability to maintain favorable supplier arrangements and relationships; increases in raw material, component, labor, duties, freight, energy and other production costs and their effect on, among other things, the cost of producing BD's products; adverse changes in regional, national or foreign economic conditions, including any impact on our ability to access credit markets and finance our operations; risks relating to our overall indebtedness; the possible impact of natural disasters and public health crises on our business and the global healthcare system, which could decrease demand for our products, disrupt our operations or the operations of our customers and companies within our supply chain, or increase transportation costs; interruptions in our manufacturing or sterilization processes or those of our third-party providers, including any restrictions placed on the use of ethylene oxide for sterilization; pricing and market pressures; difficulties inherent in product development, delays in product introductions and uncertainty of market acceptance of new products; the overall timing of the replacement or remediation of the BD Alaris™ Infusion System and return to market in the U.S., which may be impacted by, among other things, customer readiness, supply continuity and our continued engagement with the FDA; our ability to achieve our projected level or mix of product sales; our ability to successfully integrate any businesses we acquire; uncertainties of litigation, investigations, regulatory actions, subpoenas, settlements, fines, penalties and/or other sanctions (as described in BD's filings with the Securities and Exchange Commission (the "SEC")); the issuance of new or revised accounting standards; risks associated with the proposed combination of BD's Biosciences and Diagnostic Solutions business with Waters, including the anticipated benefits of the proposed transaction and the expected timing of completion of the proposed transaction, as well as other factors discussed in BD's filings with the SEC. There can be no assurance that the proposed combination will in fact be completed, in the manner described or at all. Tariff commentary is based on tariff policies in effect as of February 6, 2026. International trade policies, trade restrictions and tariffs (and related countermeasures) are rapidly evolving and there can be no assurance as to how the landscape may change and what the ultimate impact on our guidance and results of operations will be. We do not intend to update any forward-looking statements to reflect events or circumstances after the date hereof except as required by applicable laws or regulations.BECTON DICKINSON AND COMPANY
CONDENSED CONSOLIDATED INCOME STATEMENTS
(Unaudited; Amounts in millions, except share and per share data)
Three Months Ended December 31,
2025
2024
% ChangeRevenues
$5,252
$5,168
1.6
Cost of products sold
2,841
2,933
(3.1)
Selling and administrative expense
1,393
1,318
5.6
Research and development expense
306
343
(11.0)
Integration, restructuring and transaction expense
111
92
20.4
Other operating expense, net
50
28
75.9
Total Operating Costs and Expenses
4,700
4,715
(0.3)
Operating Income
552
453
21.8
Interest expense
(153)
(155)
(1.1)
Interest income
4
23
(82.2)
Other expense, net
(10)
(16)
34.1
Income Before Income Taxes
393
306
28.5
Income tax provision
11
3
299.9
Net Income
382
303
26.1
Basic Earnings per Share
$1.34
$1.05
27.6
Diluted Earnings per Share
$1.34
$1.04
28.8
Average Shares Outstanding (in thousands)
Basic
285,582
289,505
Diluted
285,845
290,389
BECTON DICKINSON AND COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; Amounts in millions)
December 31, 2025
September 30, 2025Assets
Cash and equivalents
$740
$641
Restricted cash
284
210
Short-term investments
11
8
Trade receivables, net
2,508
2,994
Inventories
4,085
3,894
Prepaid expenses and other
1,560
1,508
Total Current Assets
9,189
9,255
Property, plant and equipment, net
6,972
6,997
Goodwill and other intangibles, net
35,645
36,017
Other assets
3,035
3,056
Total Assets
$54,841
$55,325
Liabilities and Shareholders' Equity
Current debt obligations
$2,623
$1,560
Other current liabilities
6,138
6,753
Long-term debt
16,916
17,621
Long-term employee benefit obligations
1,067
1,069
Deferred income taxes and other liabilities
2,815
2,933
Shareholders' equity
25,282
25,390
Total Liabilities and Shareholders' Equity
$54,841
$55,325
BECTON DICKINSON AND COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; Amounts in millions)
Three Months Ended December 31,
2025
2024Operating Activities
Net income
$382
$303
Depreciation and amortization
614
607
Change in operating assets and liabilities and other, net
(339)
(217)
Net Cash Provided by Operating Activities
657
693
Investing Activities
Capital expenditures
(108)
(105)
Maturities and sales of investments, net
—
411
Acquisitions, net of cash acquired and adjustments
—
(8)
Other, net
(75)
(94)
Net Cash (Used for) Provided by Investing Activities
(183)
204
Financing Activities
Change in short-term debt
317
75
Payments of debt
—
(875)
Repurchases of common stock
(250)
(750)
Dividends paid
(299)
(302)
Other, net
(69)
(76)
Net Cash Used for Financing Activities
(302)
(1,928)
Effect of exchange rate changes on cash and equivalents and restricted cash
2
(12)
Net increase (decrease) in cash and equivalents and restricted cash
174
(1,043)
Opening Cash and Equivalents and Restricted Cash
851
1,856
Closing Cash and Equivalents and Restricted Cash
$1,025
$813
BECTON DICKINSON AND COMPANY
SUPPLEMENTAL REVENUE INFORMATION
REVENUES BY BUSINESS SEGMENTS AND UNITS - UNITED STATES
Three Months Ended December 31,
(Unaudited; Amounts in millions)
A
B
C=(A-B)/B
2025
2024
% Change Medical Essentials (1)
Medication Delivery Solutions
$693
$694
(0.2)
Specimen Management
245
238
2.9
Total
$938
$932
0.6
Connected Care (1)
Medication Management Solutions
$678
$659
2.9
Advanced Patient Monitoring
178
159
12.4
Total
$857
$818
4.8
BioPharma Systems (1)(2)
$150
$104
45.0
Interventional (1)
Peripheral Intervention
$265
$253
5.1
Urology and Critical Care
339
306
10.9
Surgery
310
303
2.3
Total
$914
$861
6.2
Life Sciences (1)
Diagnostic Solutions
$176
$212
(17.3)
Biosciences
124
153
(18.6)
Total
$300
$365
(17.8)
Total United States
$3,159
$3,080
2.6
(1)Effective October 1, 2025, the Company reorganized its organizational units into five distinct, separately-managed segments, which are based on the nature of the Company's product and service offerings. Prior period amounts have been recast to reflect the reorganization.(2)The BioPharma Systems segment is comprised of the Company's former Pharmaceutical Systems organizational unit. BECTON DICKINSON AND COMPANY
SUPPLEMENTAL REVENUE INFORMATION
REVENUES BY BUSINESS SEGMENTS AND UNITS - INTERNATIONAL
Three Months Ended December 31, (continued)
(Unaudited; Amounts in millions)
D=(A-B)/B
E=(A-B-C)/B
A
B
C
% Change
2025
2024
FX Impact
Reported
FXN Medical Essentials (1)
Medication Delivery Solutions
$435
$430
$12
1.2
(1.7)
Specimen Management
222
223
7
(0.4)
(3.7)
Total
$658
$654
$19
0.6
(2.3)
Connected Care (1)
Medication Management Solutions
$156
$142
$6
9.7
5.5
Advanced Patient Monitoring
119
113
2
5.1
3.7
Total
$275
$255
$8
7.7
4.7
BioPharma Systems (1)(2)
$279
$314
$7
(11.2)
(13.5)
Interventional (1)
Peripheral Intervention
$220
$220
$6
(0.2)
(2.8)
Urology and Critical Care
88
83
1
5.5
4.0
Surgery
108
92
3
17.6
14.3
Total
$416
$396
$10
5.1
2.6
Life Sciences (1)
Diagnostic Solutions
$264
$262
$11
0.6
(3.4)
Biosciences
202
208
7
(2.9)
(6.5)
Total
$466
$470
$18
(1.0)
(4.8)
Total International
$2,093
$2,089
$62
0.2
(2.8)
(1)Effective October 1, 2025, the Company reorganized its organizational units into five distinct, separately-managed segments, which are based on the nature of the Company's product and service offerings. Prior period amounts have been recast to reflect the reorganization.(2)The BioPharma Systems segment is comprised of the Company's former Pharmaceutical Systems organizational unit. BECTON DICKINSON AND COMPANY
SUPPLEMENTAL REVENUE INFORMATION
REVENUES BY BUSINESS SEGMENTS AND UNITS - TOTAL
Three Months Ended December 31, (continued)
(Unaudited; Amounts in millions)
D=(A-B)/B
E=(A-B-C)/B
A
B
C
% Change
2025
2024
FX Impact
Reported
FXN Medical Essentials (1)
Medication Delivery Solutions
$1,128
$1,124
$12
0.3
(0.7)
Specimen Management
468
462
7
1.3
(0.3)
Total
$1,595
$1,586
$19
0.6
(0.6)
Connected Care (1)
Medication Management Solutions
$835
$801
$6
4.1
3.4
Advanced Patient Monitoring
297
271
2
9.4
8.8
Total
$1,131
$1,073
$8
5.5
4.7
BioPharma Systems (1)(2)
$429
$418
$7
2.7
1.0
Interventional (1)
Peripheral Intervention
$485
$473
$6
2.6
1.4
Urology and Critical Care
427
389
1
9.8
9.5
Surgery
418
395
3
5.9
5.1
Total
$1,330
$1,257
$10
5.8
5.1
Life Sciences (1)
Diagnostic Solutions
$439
$474
$11
(7.4)
(9.6)
Biosciences
327
361
7
(9.5)
(11.6)
Total
$766
$836
$18
(8.3)
(10.5)
Total Revenues
$5,252
$5,168
$62
1.6
0.4
(1)Effective October 1, 2025, the Company reorganized its organizational units into five distinct, separately-managed segments, which are based on the nature of the Company's product and service offerings. Prior period amounts have been recast to reflect the reorganization.(2)The BioPharma Systems segment is comprised of the Company's former Pharmaceutical Systems organizational unit. BECTON DICKINSON AND COMPANY
SUPPLEMENTAL REVENUE INFORMATION
RECONCILIATION OF REPORTED REVENUE CHANGE TO NEW BD REVENUE CHANGE
Three Months Ended December 31,
(Unaudited; Amounts in millions)
D=(A-B)/B
E=(A-B-C)/B
A
B
C
% Change
2025
2024
FX Impact
Reported
FXNTotal Revenues
$5,252
$5,168
$62
1.6
0.4
Less: Life Sciences Segment Revenue
766
836
18
(8.3)
(10.5)
Total New BD Revenue (1)
$4,486
$4,333
$44
3.5
2.5
(1)Total New BD Revenue is inclusive of Total Revenues attributable to the Medical Essentials segment, Connected Care segment, BioPharma Systems segment, and Interventional segment. BECTON DICKINSON AND COMPANY
SUPPLEMENTAL INFORMATION
RECONCILIATION OF REPORTED DILUTED EPS TO ADJUSTED DILUTED EPS
(Unaudited)
Three Months Ended December 31,
2025
2024
Change
Translational FX
FXN
Change
Change %
FXN
Change %Reported Diluted Earnings per Share$1.34
$1.04
$0.30
$0.01
$0.29
28.8%
27.9% Purchase accounting adjustments ($391 million and $570 million pre-tax, respectively) (1) 1.37
1.96
—
Integration costs ($36 million and $24 million pre-tax, respectively) (2) 0.13
0.08
—
Restructuring costs ($75 million and $66 million pre-tax, respectively) (2) 0.26
0.23
—
Transaction costs ($3 million pre-tax, respectively) (3) —
0.01
—
Separation-related items ($38 million pre-tax) (4) 0.13
—
—
Product, litigation, and other items ($8 million and $102 million pre-tax, respectively) (5) 0.03
0.35
—
Tax impact of specified items and other tax related (($100) million and ($71) million,respectively)(0.35)
(0.24)
—
Adjusted Diluted Earnings per Share$2.91
$3.43
$(0.52)
$0.02
$(0.54)
(15.2)%
(15.7)%
(1)Includes amortization and other adjustments related to the purchase accounting for acquisitions. (2)Represents costs associated with integration and restructuring activities.(3)Represents transaction costs recorded to Integration, restructuring and transaction expense incurred in connection with the Advanced Patient Monitoring acquisition.(4)Represents costs recorded to Other operating expense, net, incurred in connection with the proposed combination of our Biosciences and Diagnostic Solutions business with Waters Corporation. (5)Includes certain (income) expense items which are not part of ordinary operations and affect the comparability of the periods presented. Such items may include certain product remediation costs, certain legal matters, certain investment gains and losses, certain asset impairment charges, and certain pension settlement costs. The amount for the three months ended December 31, 2024 reflects a charge of $22 million to Cost of products sold to adjust the estimate of future product remediation costs, a charge of $30 million to Research and development expense related to a non-cash asset impairment charge in the Life Sciences segment, and charges of $29 million to Other operating expense, net, related to various legal matters. BECTON DICKINSON AND COMPANY
SUPPLEMENTAL INFORMATION
FY 2026 OUTLOOK RECONCILIATION
New BD
(Post-Disposition of Biosciences and Diagnostic Solutions business)
Full Year FY2025
Full Year FY2026 Outlook
($ in millions)
% ChangeBDX Reported Revenues
$21,840
Less: Life Sciences Segment Revenues
3,296
New BD Revenues
$18,544
FY2026 Reported Revenue Growth
Low single-digit plusIllustrative Foreign Currency (FX) Impact
~+120 basis pointsFY2026 Revenue Growth (FXN)
Low single-digit BECTON DICKINSON AND COMPANY
SUPPLEMENTAL INFORMATION
FY 2026 OUTLOOK RECONCILIATION CONTINUED
New BD
(Post-Disposition of Biosciences and Diagnostic Solutions business)
Full Year FY2025
Total Company
(Pre-Disposition of Biosciences
and Diagnostics
Solutions business)
Full Year FY2025
Estimated impact from disposition of
Biosciences and
Diagnostics Solutions
business (1)
Full Year FY2025
excluding Biosciences and
Diagnostics Solutions business
Full Year FY2026 New BD
(Post-Disposition of Biosciences and
Diagnostic Solutions business)Reported Diluted Earnings per Share
$5.82
Purchase accounting adjustments ($1.898 billion pre-tax) (2)
6.58
Integration costs ($127 million pre-tax) (3)
0.44
Restructuring costs ($275 million pre-tax) (3)
0.95
Transaction costs ($6 million pre-tax) (4)
0.02
Separation-related items ($97 million pre-tax) (5)
0.34
Product, litigation, and other items ($548 million pre-tax) (6)
1.90
Tax impact of specified items and other tax related (($473) million)
(1.64)
Adjusted Diluted Earnings per Share
$14.40
~($2.60)
~$11.80
$12.35 to $12.65Reported % Change
+4.7% to +7.2%
(1)Amount reflects the estimated impact to adjusted diluted earnings per share for fiscal year 2025 from the proposed disposition of the Bioscience and Diagnostics Solutions business that will be separated and combined with Waters Corporation. Actual impact to adjusted diluted earnings per share may differ from the estimate as certain amounts are finalized.(2)Includes amortization and other adjustments related to the purchase accounting for acquisitions.(3)Represents costs associated with integration and restructuring activities.(4)Represents transaction costs incurred in connection with the Advanced Patient Monitoring acquisition.(5)Represents costs recorded to Other operating expense, net, incurred in connection with the proposed combination of our Biosciences and Diagnostic Solutions business with Waters Corporation.(6)Includes certain (income) expense items which are not part of ordinary operations and affect the comparability of the periods presented. Such items may include certain product remediation costs, certain legal matters, certain investment gains and losses, certain asset impairment charges, and certain pension settlement costs. The amount in 2025 reflects charges of $98 million to Cost of products sold to adjust the estimate of future product remediation costs, a charge of $30 million to Research and development expense related to a non-cash asset impairment charge in the Life Sciences segment, charges of $297 million to Other operating expense, net, related to product liability and certain other legal matters, and charges of $38 million to Other expense, net, related to pension settlement costs. Contacts:
Investors: Shawn Bevec, SVP, Investor Relations - investor.relations@bd.com
Media: Matt Marcus, VP, Public Relations - matt.marcus@bd.com
View original content:https://www.prnewswire.com/news-releases/bd-reports-first-quarter-fiscal-2026-financial-results-302681727.htmlSOURCE BD (Becton, Dickinson and Company)
Original: BD Reports First Quarter Fiscal 2026 Financial Results
US Market News
4月前
BD Announces Record Date for the Spin-Off of its Biosciences & Diagnostic Solutions BusinessJanuary 27, 2026 2:25 PM
PR Newswire (US)
Distribution date and closing date for spin-off and merger with Waters Corporation set for February 9, 2026FRANKLIN LAKES, N.J., Jan. 27, 2026 /PRNewswire/ -- BD (Becton, Dickinson and Company) (NYSE: BDX) ("BD" or the "Company") today announced that the Company's Board of Directors has set the close of business on February 5, 2026, as the record date for the previously announced spin-off of BD's Biosciences & Diagnostic Solutions business to BD's shareholders. Immediately following the spin-off, the spun-off entity will be combined with Waters Corporation (NYSE: WAT) ("Waters") in a Reverse Morris Trust transaction. The combination is expected to be completed on February 9, 2026, subject to the satisfaction of customary closing conditions. As previously disclosed, under the terms of the transaction, BD will receive $4 billion in cash, and BD shareholders will receive Waters common stock representing 39.2% of the combined company on a fully diluted basis. Existing Waters shareholders will own 60.8% of the combined company on a fully diluted basis. The number of shares of Waters common stock that each holder of BD common stock as of the record date will receive in the transaction will be determined and announced in conjunction with the closing.BD shareholders do not need to pay any consideration, exchange or surrender their BD common stock or take any other action to receive the Waters common stock in the transaction, other than to hold BD common stock as of the record date. Following the close of the transaction, BD shareholders will continue to hold, along with the shares of Waters common stock received in the combination, the same number of shares of BD common stock they held immediately prior to the close of the transaction. After close, investors should expect that BD's share price will adjust to reflect the transfer of the Biosciences & Diagnostic Solutions business to Waters Corporation in the combination. BD has received a favorable Private Letter Ruling from the Internal Revenue Service regarding matters relating to the U.S. federal income tax consequences of the transaction, and Waters stockholders have approved the issuance of shares of Waters common stock in the combination. The distribution and the closing of the transaction remain subject to the satisfaction of customary closing conditions.BD has been advised by the New York Stock Exchange (the "NYSE") that, beginning on February 5, 2026 and continuing through and including the closing date of the transaction, which is anticipated to be February 9, 2026, shares of BD common stock will trade with "due bills" representing the right to receive the SpinCo common stock distribution (which shares of SpinCo common stock would be converted into shares of Waters common stock as a result of the transaction on the closing date of the transaction). BD common stock is expected to be quoted "Ex-Distribution" (without the entitlement to receive the SpinCo common stock distribution or the shares of Waters common stock) beginning on the first trading day following the closing of the transaction.In all cases, investors should consult with their financial and tax advisors regarding the specific implications of selling shares of their BD common stock, including implications for the right to receive shares of SpinCo common stock as a result of the distribution as well as shares of Waters common stock as a result of the combination of SpinCo with Waters.About BDBD is one of the largest global medical technology companies in the world and is advancing the world of health™ by improving medical discovery, diagnostics and the delivery of care. The company supports the heroes on the frontlines of health care by developing innovative technology, services and solutions that help advance both clinical therapy for patients and clinical process for health care providers. BD and its more than 70,000 employees have a passion and commitment to help enhance the safety and efficiency of clinicians' care delivery process, enable laboratory scientists to accurately detect disease and advance researchers' capabilities to develop the next generation of diagnostics and therapeutics. BD has a presence in virtually every country and partners with organizations around the world to address some of the most challenging global health issues. By working in close collaboration with customers, BD can help enhance outcomes, lower costs, increase efficiency, improve safety and expand access to health care. For more information on BD, please visit bd.com or connect with us on LinkedIn at www.linkedin.com/company/bd1/, X (formerly Twitter) at @BDandCo or Instagram at @becton_dickinson.Additional Information and Where to Find It This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering or sale of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the "Securities Act"), and otherwise in accordance with applicable law.In connection with the proposed transaction between Waters, SpinCo and BD, the parties have filed relevant materials with the U.S. Securities and Exchange Commission (the "SEC"), including, among other filings, a registration statement on Form S-4 filed by Waters (as amended, the "Registration Statement") that includes a preliminary proxy statement/prospectus of Waters, and a registration statement on Form 10 filed by SpinCo (as amended, the "Form 10") that incorporates by reference certain portions of the Registration Statement and serves as an preliminary information statement in connection with the spin-off of SpinCo from BD. The Registration Statement was declared effective by the SEC on December 23, 2025, and Waters filed the definitive proxy statement/prospectus (the 'Proxy Statement/Prospectus") with the SEC on December 23, 2025. The Proxy Statement/Prospectus was mailed, on or about December 23, 2025, to Waters shareholders of record as of December 19, 2025. The Form 10 was declared effective on December 31, 2025. SpinCo filed the final information statement on January 5, 2026 (the "Information Statement") INVESTORS AND SECURITY HOLDERS OF WATERS AND BD ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE INFORMATION STATEMENT AND ANY OTHER DOCUMENTS THAT ARE FILED OR THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Registration Statement, the Proxy Statement/Prospectus, the Information Statement and other documents filed with the SEC by Waters, SpinCo or BD through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Waters will be available free of charge on Waters' website at waters.com under the tab "About Waters" and under the heading "Investor Relations" and subheading "Financials—SEC Filings." Copies of the documents filed with the SEC by BD and SpinCo will be available free of charge on BD's website at bd.com under the tab "About BD" and under the heading "Investors" and subheading "SEC Filings."Cautionary Statement Regarding Forward-Looking StatementsThis communication includes "forward-looking statements" as that term is defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transaction among Waters, BD and SpinCo. These forward-looking statements generally are identified by the words "believe," "feel," "project," "expect," "anticipate," "appear," "estimate," "forecast," "outlook," "target," "endeavor," "seek," "predict," "intend," "suggest," "strategy," "plan," "may," "could," "should," "will," "would," "will be," "will continue," "will likely result," or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding the expected timing and structure of the proposed transaction, the ability of the parties to complete the proposed transaction, and any assumptions underlying any of the foregoing, are forward looking statements.These forward-looking statements are based on Waters' and BD's current expectations and are subject to risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties, many of which are beyond Waters' and BD's control. None of Waters, BD, SpinCo or any of their respective directors, executive officers, or advisors make any representation or provide any assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur, or if any of them do occur, what impact they will have on the business, results of operations or financial condition of Waters or BD. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, these developments could have a material adverse effect on Waters' and BD's businesses and the ability to successfully complete the proposed transaction and realize its benefits. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the transaction, may not be satisfied or waived, on a timely basis or otherwise; (2) the risk that the proposed transaction may not be completed on the terms or in the time frame expected by Waters, BD and SpinCo, or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; (5) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction or integrating the businesses of Waters and SpinCo, on the expected timeframe or at all; (6) the ability of the combined company to implement its business strategy; (7) difficulties and delays in the combined company achieving revenue and cost synergies; (8) inability of the combined company to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the proposed transaction; (10) the risk that stockholder litigation in connection with the proposed transaction or other litigation, settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax regimes; (12) changes in general political, economic, regulatory, environmental, trade and/or industry specific conditions or any volatility resulting from the imposition of and changing policies around tariffs; (13) actions by third parties, including government agencies; (14) the risk that the anticipated tax treatment of the proposed transaction is not obtained; (15) the risk of greater than expected difficulty in separating the business of SpinCo from the other businesses of BD; (16) risks related to the disruption of management time from ongoing business operations due to the pendency of the proposed transaction, or other effects of the pendency of the proposed transaction on the relationship of any of the parties to the transaction with their employees, customers, suppliers, or other counterparties; and (17) other risk factors detailed from time to time in Waters' and BD's reports filed with the SEC, including Waters' and BD's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including documents that will be filed with the SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive.Any forward-looking statements speak only as of the date of this communication. None of Waters, BD or SpinCo undertakes, and each party expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.Contacts:
Media:Investors:
Matt MarcusShawn BevecVP, Public RelationsSVP, Investor RelationsMatt.Marcus@bd.comInvestor_Relations@bd.com
View original content:https://www.prnewswire.com/news-releases/bd-announces-record-date-for-the-spin-off-of-its-biosciences--diagnostic-solutions-business-302671313.htmlSOURCE BD (Becton, Dickinson and Company)
Original: BD Announces Record Date for the Spin-Off of its Biosciences & Diagnostic Solutions Business
US Market News
4月前
Waters Shareholders Approve Combination with BD's Biosciences & Diagnostic Solutions BusinessJanuary 27, 2026 2:25 PM
PR Newswire (US)
Waters Corporation's Q4 2025 Financial Results Conference Call will now be held on Monday,
February 9th, 2026 at 8:30am ET in conjunction with the expected close of the transactionMILFORD, Mass., Jan. 27, 2026 /PRNewswire/ -- Waters Corporation (NYSE: WAT) (the "Company" or "Waters") today announced that, at the Company's Special Meeting of Shareholders (the "Special Meeting") held today, Waters shareholders overwhelmingly voted to approve the issuance of shares of Waters common stock to shareholders of Becton, Dickinson and Company (NYSE: BDX) ("BD") in connection with the proposed combination of BD's Biosciences & Diagnostic Solutions business with Waters.
"We appreciate the continued support of our shareholders as we move closer to completing this transaction," said Udit Batra, Ph.D., President and Chief Executive Officer, Waters Corporation. "With this milestone complete, our focus is on closing the transaction and ushering in the next chapter of growth and innovation as a differentiated leader in life sciences and diagnostics. We look forward to creating meaningful value for patients, customers, employees, and shareholders alike."BD has received a favorable Private Letter Ruling from the Internal Revenue Service regarding matters relating to the U.S. federal income tax consequences of the transaction. Waters and BD have also received all of the required regulatory approvals. The transaction is expected to close on February 9, 2026, subject to the satisfaction of the remaining customary closing conditions.The preliminary results of Waters' Special Meeting indicate that approximately 99% of shares present in person or by proxy at the Special Meeting voted in favor of the issuance of shares of Waters common stock to BD shareholders in connection with the proposed combination of BD's Biosciences & Diagnostic Solutions business with Waters. The final vote results, as certified by the inspectors of elections, will be reported in a Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC").Waters will now release its previously scheduled Q4 2025 financial results and hold its financial results conference call on Monday, February 9, 2026, at 8:30 a.m. Eastern Time in conjunction with the expected close of the transaction. A live webcast of the presentation will be available on Waters Investor Relations website at https://ir.waters.com. A replay of the webcast will also be available until at least March 9, 2026, at midnight Eastern Time.About Waters Corporation Waters Corporation (NYSE: WAT), is a global leader in analytical instruments, separations technologies, and software, serving the life, materials, food, and environmental sciences for over 65 years. Our Company helps ensure the efficacy of medicines, the safety of food and the purity of water, and the quality and sustainability of products used every day. In over 100 countries, our 7,600+ passionate employees collaborate with customers in laboratories, manufacturing sites, and hospitals to accelerate the benefits of pioneering science.Additional Information and Where to Find It This release is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering or sale of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the "Securities Act"), and otherwise in accordance with applicable law.In connection with the proposed transaction between Waters, Augusta SpinCo Corporation ("SpinCo") and BD, the parties have filed relevant materials with the U.S. Securities and Exchange Commission, including, among other filings, a registration statement on Form S-4 filed by Waters (the "Form S-4") that includes a preliminary proxy statement/prospectus of Waters, and a registration statement on Form 10 filed by SpinCo (the "Form 10") that incorporates by reference certain portions of the Form S-4 and serves as an information statement in connection with the spin-off of SpinCo from BD. The Form S-4 was declared effective by the SEC on December 23, 2025, and Waters filed a definitive proxy statement/prospectus with the SEC on December 23, 2025. The definitive proxy statement/prospectus was mailed, on or about December 23, 2025, to Waters shareholders of record as of December 19, 2025. The Form 10 was declared effective on December 31, 2025. INVESTORS AND SECURITY HOLDERS OF WATERS AND BD ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE INFORMATION STATEMENT AND ANY OTHER DOCUMENTS THAT ARE FILED OR THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Form S-4, the definitive proxy statement/prospectus and other documents filed with the SEC by Waters, SpinCo or BD through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Waters will be available free of charge on Waters' website at waters.com under the tab "About Waters" and under the heading "Investor Relations" and subheading "Financials—SEC Filings." Copies of the documents filed with the SEC by BD and SpinCo will be available free of charge on BD's website at bd.com under the tab "About BD" and under the heading "Investors" and subheading "SEC Filings."Cautionary Statement Regarding Forward-Looking StatementsThis release includes "forward-looking statements" as that term is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act including statements regarding the proposed transaction among Waters, SpinCo and BD. These forward-looking statements generally are identified by the words "believe," "feel," "project," "expect," "anticipate," "appear," "estimate," "forecast," "outlook," "target," "endeavor," "seek," "predict," "intend," "suggest," "strategy," "plan," "may," "could," "should," "will," "would," "will be," "will continue," "will likely result," or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding future operating and financial performance, market growth and drivers of market growth, success of Waters' products or products of the combined company, customer trends, the expected timing and structure of the proposed transaction, the ability of the parties to complete the proposed transaction, the expected benefits of the proposed transaction, including the amount and timing of synergies from the proposed transaction, the combined company's plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward looking statements. These forward-looking statements are based on Waters' and BD's current expectations and are subject to risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties, many of which are beyond Waters' and BD's control. None of Waters, BD, SpinCo or any of their respective directors, executive officers, or advisors make any representation or provide any assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur, or if any of them do occur, what impact they will have on the business, results of operations or financial condition of Waters or BD. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, these developments could have a material adverse effect on Waters' and BD's businesses and the ability to successfully complete the proposed transaction and realize its benefits. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise; (2) the risk that the proposed transaction may not be completed on the terms or in the time frame expected by Waters, BD and SpinCo, or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; (5) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction or integrating the businesses of Waters and SpinCo, on the expected timeframe or at all; (6) the ability of the combined company to implement its business strategy; (7) difficulties and delays in the combined company achieving revenue and cost synergies; (8) inability of the combined company to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the proposed transaction; (10) the risk that stockholder litigation in connection with the proposed transaction or other litigation, settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax regimes; (12) changes in general political, economic, regulatory, environmental, trade and/or industry specific conditions or any volatility resulting from the imposition of and changing policies around tariffs; (13) actions by third parties, including government agencies; (14) the risk that the anticipated tax treatment of the proposed transaction is not obtained; (15) the risk of greater than expected difficulty in separating the business of SpinCo from the other businesses of BD; (16) risks related to the disruption of management time from ongoing business operations due to the pendency of the proposed transaction, or other effects of the pendency of the proposed transaction on the relationship of any of the parties to the transaction with their employees, customers, suppliers, or other counterparties; and (17) other risk factors detailed from time to time in Waters' and BD's reports filed with the SEC, including Waters' and BD's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including documents that have been filed with the SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive.ContactsMolly Gluck
Head of External Communications
Waters Corporation
508.498.9732
Molly_Gluck@waters.com Caspar Tudor
Head of Investor Relations
Waters Corporation
508.482.3448
investor_relations@waters.com
View original content to download multimedia:https://www.prnewswire.com/news-releases/waters-shareholders-approve-combination-with-bds-biosciences--diagnostic-solutions-business-302671317.htmlSOURCE Waters Corporation
Original: Waters Shareholders Approve Combination with BD's Biosciences & Diagnostic Solutions Business
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