Spin-Off of Embecta Corp.

6 Months Ended

Mar. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

On April 1, 2022, the Company completed the spin-off of its Diabetes Care business as a separate publicly traded company named Embecta through a distribution of Embecta’s publicly traded common stock (listed on NASDAQ under the ticker symbol “EMBC”) to BD’s shareholders of record as of the close of business on March 22, 2022 (the “record date”). The Company distributed one share of Embecta common stock for every five common shares of BD outstanding as of the record date and shareholders received cash in lieu of fractional shares of Embecta common stock. BD retained no ownership interest in Embecta subsequent to the spin-off. The distribution is expected to qualify and has been treated as tax-free to the Company and its shareholders for U.S. federal income tax purposes. On March 31, 2022, Embecta used a portion of the proceeds from its financing transactions to make a cash distribution of approximately $1.266 billion to the Company.

The Company and Embecta entered into various agreements to effect the spin-off and provide a framework for the relationship between the Company and Embecta after the spin-off. Such agreements include the separation and distribution agreement, as well as the following ongoing agreements: a cannula supply agreement, an intellectual property matters agreement, a transition services agreement, manufacturing and supply agreements, a lease agreement, a distribution agreement to support commercial operations, a logistics services agreement and other agreements including an employee matters agreement and a tax matters agreement. Under these agreements, the Company will continue to provide certain products and services to Embecta following the spin-off. The agreements do not provide the Company with the ability to influence the operating or financial policies of Embecta subsequent to the spin-off date. Amounts included in the Company’s condensed consolidated statements of income during the three and six months ended March 31, 2023 as a result of these agreements were immaterial.

Details of Income from Discontinued Operations, Net of Tax are as follows:


	Three Months Ended March 31,			Six Months Ended March 31,
Millions of dollars		2022		2022
Revenues		$	261	$	538
Cost of products sold		69		143
Selling and administrative expense		40		78
Research and development expense		16		32

Other operating expense, net		49		74
Total Operating Costs and Expenses		174		327
Operating Income		88		211
Interest expense		(4)		(4)


Income from Discontinued Operations Before Income Taxes		83		207
Income tax provision		19		33
Income from Discontinued Operations, Net of Tax		$	64	$	173

During the three and six months ended March 31, 2022, the Company incurred $53 million and $78 million, respectively, of separation costs, including those for consulting, legal, tax and other advisory services associated with the spin-off, which were previously recorded within Other operating expense (income), net and Interest expense. These amounts were recast as components of Income from Discontinued Operations, Net of Tax as detailed above. The amounts of Revenues and Cost of products sold from discontinued operations detailed above include previously eliminated intercompany transactions that occurred between BD and Embecta, which resulted in a third-party sale in the same period.