What the changes say
- The proposed Waters combination dominates new risks, including closing uncertainty, disruption, benefits shortfalls, transition costs, and possible tax liabilities.
- BD reports reduced government research funding in fiscal 2025, potentially weakening Biosciences and Diagnostic Solutions demand.
- International risks now emphasize tariff exposure, countermeasures, and possible escalation in Ukraine, the Middle East, and Asia.
- Pandemic-related demand and supply-chain risks are no longer separately highlighted; regulation now expressly covers emerging technologies such as AI.
What changed since the prior 10-K
New
- NewRisks Relating to the Proposed Combination of Our Biosciences and Diagnostics Solutions Business with Waters
The proposed combination of our Biosciences and Diagnostic Solutions business with Waters may not be completed, on the currently contemplated timeline or at all
The Waters transaction may be delayed or fail because regulatory approvals, shareholder approval, an IRS ruling, or other closing conditions are unmet.
- NewRisks Relating to the Proposed Combination of Our Biosciences and Diagnostics Solutions Business with Waters
The announcement and pendency of the combination of our Biosciences and Diagnostic Solutions business with Waters could cause disruptions in our business
Separating Biosciences and Diagnostic Solutions and combining it with Waters could divert management, disrupt employees and customers, add costs, and restrict business decisions.
- NewRisks Relating to the Proposed Combination of Our Biosciences and Diagnostics Solutions Business with Waters
We may not realize some or all of the expected benefits of the combination of our Biosciences and Diagnostic Solutions business with Waters
BD may not achieve the combination’s expected benefits, could incur transition-service costs, and may face significant tax liabilities if the transaction is taxable.
- NewGeneral Business Risks
Antoine C. Ezell 56 Executive Vice President, President of the Americas and Chief Marketing Officer since October 2020; Executive Vice President and Chief Marketing Officer from January 2020 to October 2020; Vice President, Connected Care and Insulins, Eli Lilly and Company from January 2019 to January 2020
The disclosure identifies updated executive leadership, including Michael Feld and Bilal Muhsin, rather than describing an operating risk.
Dropped
- DroppedBusiness, Economic and Industry Risks
We are subject to risks associated with public health crises, such as pandemics and epidemics, which could have a material adverse effect on our business. The nature and extent of impacts from any such events are highly uncertain and unpredictable
- DroppedBusiness, Economic and Industry Risks
In addition, public health crises could result in significant volatility in our global supply chain network, including shortages in supply or disruptions or delays in shipments, as well as price increases, of certain materials or components used in our products and increases in transportation costs
- DroppedGeneral Business Risks
Richard Byrd 57 Executive Vice President and President, Interventional Segment since September 2022; Worldwide President, BD Medication Delivery Solutions from March 2019 to September 2022; Worldwide President, Preanalytical Systems from December 2016 to February 2019
Reworded
- 72% rewrittenOperational Risks
Climate change and related sustainability efforts, or legal, regulatory or market measures to address these efforts, could adversely affect our business, financial condition or results of operations
The heading now adds sustainability efforts and legal, regulatory, or market responses; the underlying impacts on operations, supply chains, water, and human capital remain substantially the same.
Was: Climate change, or legal, regulatory or market measures to address climate change, could adversely affect our business, financial condition or results of operations
- 68% rewrittenBusiness, Economic and Industry Risks
Reductions in customers’ research budgets or government funding may adversely affect our business
The risk now says customers may cut, delay, or avoid purchases for economic reasons and reports reduced government research funding in fiscal 2025.
- 66% rewrittenGeneral Business Risks
Shana Neal 60 Executive Vice President and Chief People Officer since April 2022; Chief Human Resources Officer of Owens & Minor from April 2018 to March 2022
The executive-officer disclosure changes the listed leadership, replacing Michelle Quinn with Shana Neal while retaining David Shan with an updated age.
Was: Shana Neal 59 Executive Vice President and Chief People Officer since April 2022; Chief Human Resources Officer of Owens & Minor from April 2018 to March 2022
- 60% rewrittenOperational Risks
Cybersecurity incidents and breaches or breakdowns of our information and technology systems or infrastructure could have a material adverse effect on our operations
Only wording and punctuation changed in the description of BD’s IT systems, patient information, internet-enabled products, and connected healthcare networks.
- 59% rewrittenGeneral Business Risks
Information About our Executive Officers
The executive-officer section is now dated September 30, 2025 and updates ages, positions, and historical roles in the excerpt.
- 55% rewrittenLegal, Quality and Regulatory Risks
We are subject to extensive regulation
The regulation risk now expressly covers development, deployment, and use of emerging technologies such as AI.
- 51% rewrittenOperational Risks
Interruption of our manufacturing or sterilization operations could adversely affect our business
No substantive change is shown; manufacturing concentration, interruption causes, replacement limits, and sterilization dependencies remain the same.
- 51% rewrittenBusiness, Economic and Industry Risks
Our international operations subject us to certain business risks
The risk now emphasizes continuation or escalation of regional conflicts and specifically adds U.S. tariffs and non-U.S. countermeasures.
- 45% rewrittenBusiness, Economic and Industry Risks
Market dynamics, changes in reimbursement practices and coverage policies, third-party payer cost containment measures and health insurance coverage levels could affect demand for our products and the prices at which they are sold
Was: Market dynamics, changes in reimbursement practices and coverage policies and third-party payer cost containment measures could affect the demand for our products and the prices at which they are sold
- 42% rewrittenGeneral Business Risks
Natural disasters, public health crises, war and other events beyond our control could disrupt our business and adversely affect our future revenues and operating income
Was: Natural disasters, war and other events beyond our control could disrupt our business and adversely affect our future revenues and operating income
- 38% rewrittenRisks Relating to Our Indebtedness
We may not be able to service all of our indebtedness
- 38% rewrittenLegal, Quality and Regulatory Risks
We are subject to lawsuits
- 37% rewrittenBusiness, Economic and Industry Risks
We are subject to foreign currency exchange risk
- 36% rewrittenBusiness, Economic and Industry Risks
Global economic conditions, including inflation and supply chain disruptions, could continue to adversely affect our operations
- 33% rewrittenOperational Risks
Cost volatility could adversely affect our operations
- 33% rewrittenLegal, Quality and Regulatory Risks
Defects or quality issues associated with our products and related regulatory actions could adversely affect our results of operations and financial statements
Was: Defects or quality issues associated with our products could adversely affect the results of our operations
- 24% rewrittenBusiness, Economic and Industry Risks
The medical technology industry is very competitive
- 20% rewrittenOperational Risks
A reduction or interruption in the supply of certain raw materials and components could adversely affect our operating results
All 27 risk factors
Headings as the filing states them, in filing order.
Business, Economic and Industry Risks
- 01Global economic conditions, including inflation and supply chain disruptions, could continue to adversely affect our operations36% rewritten
- 02Our international operations subject us to certain business risks51% rewritten
- 03The medical technology industry is very competitive24% rewritten
- 04Market dynamics, changes in reimbursement practices and coverage policies, third-party payer cost containment measures and health insurance coverage levels could affect demand for our products and the prices at which they are sold45% rewritten
- 05Reductions in customers’ research budgets or government funding may adversely affect our business68% rewritten
- 06Our future growth is dependent in part upon the development of new products, and there can be no assurance that such products will be developed
- 07We are subject to foreign currency exchange risk37% rewritten
- 08We need to attract and retain key employees to be competitive
Operational Risks
- 09Cybersecurity incidents and breaches or breakdowns of our information and technology systems or infrastructure could have a material adverse effect on our operations60% rewritten
- 10A reduction or interruption in the supply of certain raw materials and components could adversely affect our operating results20% rewritten
- 11Interruption of our manufacturing or sterilization operations could adversely affect our business51% rewritten
- 12Cost volatility could adversely affect our operations33% rewritten
- 13Climate change and related sustainability efforts, or legal, regulatory or market measures to address these efforts, could adversely affect our business, financial condition or results of operations72% rewritten
Legal, Quality and Regulatory Risks
- 14We are subject to lawsuits38% rewritten
- 15We are subject to extensive regulation55% rewritten
- 16Defects or quality issues associated with our products and related regulatory actions could adversely affect our results of operations and financial statements33% rewritten
- 17Our operations are dependent in part on patents and other intellectual property assets
Risks Relating to Our Indebtedness
- 18We may not be able to service all of our indebtedness38% rewritten
- 19The agreements that govern our indebtedness impose restrictions that may affect our ability to operate our businesses
Risks Relating to the Proposed Combination of Our Biosciences and Diagnostics Solutions Business with Waters
- 20The proposed combination of our Biosciences and Diagnostic Solutions business with Waters may not be completed, on the currently contemplated timeline or at allNew
- 21The announcement and pendency of the combination of our Biosciences and Diagnostic Solutions business with Waters could cause disruptions in our businessNew
- 22We may not realize some or all of the expected benefits of the combination of our Biosciences and Diagnostic Solutions business with WatersNew
General Business Risks
- 23We cannot guarantee that any of our strategic acquisitions, investments or alliances will be successful
- 24Natural disasters, public health crises, war and other events beyond our control could disrupt our business and adversely affect our future revenues and operating income42% rewritten
- 25Information About our Executive Officers59% rewritten
- 26Antoine C. Ezell 56 Executive Vice President, President of the Americas and Chief Marketing Officer since October 2020; Executive Vice President and Chief Marketing Officer from January 2020 to October 2020; Vice President, Connected Care and Insulins, Eli Lilly and Company from January 2019 to January 2020New
- 27Shana Neal 60 Executive Vice President and Chief People Officer since April 2022; Chief Human Resources Officer of Owens & Minor from April 2018 to March 202266% rewritten
Other Becton Dickinson 10-Ks
- FY2024 10-K risk factors30 risks
Medical-device regulation, product quality, lawsuits, and manufacturing or sterilization failures dominate the risk section.
Filed Nov 27, 2024
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.