Embecta Corp. 10-Q

Item 1A. Risk Factors. There have been no material changes to embecta’s risk factors from those described in “Risk Factors” in the Form 10, except for the addition of the following risk factor: The ongoing conflict between Russia and Ukraine, and the global response to it, may adversely affect our business and results of operations: The military conflict between Russia and Ukraine has resulted in the implementation of sanctions by the United States and other governments against Russia and has caused significant volatility and disruptions to the global markets. It is not possible to predict the short- and long-term implications of this conflict, which could include but are not limited to further sanctions, uncertainty about economic and political stability, increases in inflation rate and energy prices, supply chain challenges and adverse effects on currency exchange rates and financial markets. In addition, the United States government reported that United States sanctions against Russia in response to the conflict could lead to an increased threat of cyberattacks against United States companies. These increased threats could pose risks to the security of our Information Technology systems, networks and product offerings, as well as the confidentiality, availability and integrity of our data. Further, if the conflict develops beyond Ukraine or further intensifies, it could have an adverse impact on our operations in the European Union or other affected areas. We are continuing to monitor the situation in Ukraine and globally as well as assess its potential impact on our business. Although Russia does not constitute a material portion of our business, a significant escalation or further expansion of the conflict's current scope or related disruptions to the global markets could have a material adverse effect on our results of operations. Item 6. Exhibits. Exhibit Number Exhibit Description 2.1 Separation and Distribution Agreement, dated as of March 31, 2022, by and between Embecta and BD (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 001-41186) filed on April 6, 2022)*** 3.1 Amended and Restated Certificate of Incorporation of Embecta (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-41186) filed on April 6, 2022) 3.2 Amended and Restated Bylaws of Embecta (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K (File No. 001-41186) filed on April 6, 2022) 4.1 Indenture, dated as of March 31, 2022, by and between Embecta Corp. and U.S. Bank Trust Company, National Association, as trustee and as notes collateral agent (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 001-41186) filed on April 6, 2022) 4.2 First Supplemental Indenture, dated as of April 1, 2022, to the Indenture dated as of March 31, 2022, by and between Embecta Corp. and U.S. Bank Trust Company, National Association, as trustee and as notes collateral agent (incorporated by reference to Exhibit 4. 2 to the Company's Current Report on Form 8-K (File No. 001-41186) filed on April 6, 2022) 4.3 Form of 6.750% Senior Secured Note due February 15, 2030 (included as Exhibit A to the Indenture filed as Exhibit 4.1 hereto) (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K (File No. 001-41186) filed on April 6, 2022) 4.4 First Supplemental Indenture, dated as of April 1, 2022, to the Indenture dated as of February 10, 2022, by and between Embecta Corp. and U.S. Bank Trust Company, National Association, as trustee and as notes collateral agent (filed as Exhibit 4.1 to the February 11, 2022 Form 8-K and incorporated by reference herein) (incorporated by reference to Exhibit 4. 4 to the Company's Current Report on Form 8-K (File No. 001-41186) filed on April 6, 2022) Dollar amounts are in millions except per share amounts or as otherwise specified. 26 Table of Contents 10.1 Transition Services Agreement, dated as of March 31, 2022, by and between BD and Embecta (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-41186) filed on April 6, 2022)*** 10.2 Tax Matters Agreement, dated as of March 31, 2022, by and between BD and Embecta (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-41186) filed on April 6, 2022)*** 10.3 Employee Matters Agreement, dated as of March 31, 2022, by and between BD and Embecta (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 001-41186) filed on April 6, 2022)*** 10.4 Intellectual Property Matters Agreement, dated as of March 31, 2022, by and between BD and Embecta (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K (File No. 001-41186) filed on April 6, 2022)***+ 10.5 Form of Contract Manufacturing Agreement, dated as of March 31, 2022, by and between BD and Embecta (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K (File No. 001-41186) filed on April 6, 2022)*** 10.6 Cannula Supply Agreement, dated as of March 31, 2022, by and between BD and Embecta (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K (File No. 001-41186) filed on April 6, 2022)***+ 10.7 Lease Agreement, dated as of March 31, 2022, by and between BD and Embecta (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K (File No. 001-41186) filed on April 6, 2022)***+ 10.8 Logistics Services Agreement, dated as of January 1, 2022, by and between BD and Embecta (incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K (File No. 001-41186) filed on April 6, 2022)*** 10.9 Form of Distribution Agreement, dated as of March 31, 2022, by and between BD and Embecta (incorporated by reference to Exhibit 10.9 to the Company's Current Report on Form 8-K (File No. 001-41186) filed on April 6, 2022)*** 10.10 Credit Agreement, dated as of March 31, 2022, by and among Embecta Corp., the lenders and other parties from time to time party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, collateral agent and an L/C issuer (incorporated by reference to Exhibit 10.10 to the Company's Current Report on Form 8-K (File No. 001-41186) filed on April 6, 2022)*** 10.15 Embecta 2022 Employee and Director Equity Based Compensation Plan (incorporated by reference to Exhibit 10.1 5 to the Company's Current Report on Form 8-K (File No. 001-41186) filed on April 6, 2022) 10.16 Embecta Corp. Executive Severance and Change in Control Plan (incorporated by reference to Exhibit 10.16 to the Company's Current Report on Form 8-K (File No. 001-41186) filed on April 6, 2022) 10.17 Embecta Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 7 to the Company's Current Report on Form 8-K (File No. 001-41186) filed on April 6, 2022) 31.1* Certification of Chief Executive Officer, pursuant to SEC Rule 13a–14(a) Dollar amounts are in millions except per share amounts or as otherwise specified. 27 Table of Contents 31.2* Certification of Chief Financial Officer, pursuant to SEC Rule 13a–14(a) 32.1** Certification of Chief Executive Officer, pursuant to Rule 13a–14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S. Code 32.2** Certification of Chief Financial Officer, pursuant to Rule 13a–14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S. Code 101* The following materials from this report, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Combined Statements of Income, (ii) the Condensed Combined Statements of Comprehensive Income, (iii) the Condensed Combined Balance Sheets, (iv) the Condensed Combined Statements of Cash Flows, and (v) Notes to Condensed Combined Financial Statements. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith ** Furnished herewith *** Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. Embecta agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission upon request. + Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Dollar amounts are in millions except per share amounts or as otherwise specified. 28 Table of Contents SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. EMBECTA CORP. By: /s/ Devdatt Kurdikar Name: Devdatt Kurdikar Title: President and Chief Executive Officer Date: May 13, 2022 By: /s/ Jacob Elguicze Name: Jacob Elguicze Title: Senior Vice President, Chief Financial Officer Date: May 13, 2022 29