BDX · Becton, Dickinson and Company

Becton, Dickinson and Company (BD) filed this Form 8-K to furnish recast historical financial information following the completion of the spin-off of its Biosciences and Diagnostic Solutions business on February 9, 2026. This spin-off involved the combination of the separated business with Waters Corporation. The primary purpose of the filing is to provide investors with a clear historical baseline of BD’s standalone operating results by presenting the divested business as discontinued operations. The furnished Exhibit 99.1 details the financial impact of this separation, allowing for period-over-period comparability of continuing operations.

The recast financial statements for the three months ended December 31, 2025, illustrate the distinction between continuing and discontinued operations. Revenues for continuing operations remained consistent between GAAP and non-GAAP presentations at $4.49 billion. However, significant adjustments were made to arrive at non-GAAP operating income. GAAP operating income of $468 million was adjusted upward by $510 million—driven primarily by $384 million in purchase accounting adjustments and $71 million in restructuring costs—to result in a non-GAAP operating income of $978 million. Similarly, GAAP net income from continuing operations of $311 million ($1.09 per share) was adjusted to a non-GAAP net income of $716 million ($2.50 per share). These adjustments highlight the substantial one-time costs associated with the transaction and restructuring activities.

The filing emphasizes that the non-GAAP measures are intended to help investors analyze underlying trends by excluding items management considers outside of core operational results, such as integration, separation-related items, and purchase accounting impacts. Management believes these adjusted metrics provide greater transparency regarding the company's operational decision-making and future prospects as a standalone entity. The document also notes that the Biosciences and Diagnostic Solutions business contributed $71 million in net income from discontinued operations for the quarter ended December 31, 2025.