Baxter International (BAX) 10-K risk factor changes: FY2023 vs FY2022

In addition to the other information in this Annual Report on Form 10-K, stockholders or prospective investors should carefully consider the following risk [removed: factors.][added: factors for a description of the principal risks that we face.]

If any of the events described below occurs, our business, [removed: financial condition,] results of operations, [added: financial condition, cash flows,] future growth prospects and stock price could suffer.

[removed: Strategic Risks][added: Risks Relating to Our Strategic Actions]

- The proposed spinoff of our [removed: Renal] [added: Kidney] Care [removed: and Acute Therapies product categories] [added: business] may not be completed on the [removed: terms] [added: terms, structure] or timeline [removed: currently contemplated,] [added: we have announced,] if at all.

- We [removed: will be] [added: are] exposed to new risks as a result of the proposed spinoff and other strategic actions we are undertaking.

- We may [added: continue to experience difficulties with our integration of Hillrom or] fail to realize the anticipated benefits of the Hillrom acquisition.

- If our business strategy and development activities are unsuccessful, our business, [added: results of operations,] financial condition and [removed: results of operations] [added: cash flows] could be adversely affected.

Risks [removed: Related] [added: Relating] to Our Financial Performance and Our Common Stock

- Our operating results and financial condition [added: have, and] may [added: in the future,] fluctuate.

- Changes in foreign currency exchange rates and interest rates [removed: could have a material] [added: have, and may in the future have, an] adverse effect on our [removed: operating] results [added: of operations, financial condition, cash flows] and liquidity.

- Future material impairments in the value of our [added: goodwill, intangible assets and other] long-lived assets, [removed: including goodwill, could] [added: would] negatively affect our operating results.

- If we are unable to successfully introduce [added: or monetize] new [added: and existing] products or [added: services, or] fail to keep pace with changing consumer preferences and needs [removed: and] [added: or] advances in technology, our business, [added: results of operations,] financial condition and [removed: results of operations] [added: cash flows] could be adversely affected.

- Issues with product [removed: supply or] quality could, among other things, have an adverse effect on our business or cause a loss of customer confidence in us or our products.

- There is substantial competition in the product markets in which we operate and the risk of declining demand and pricing pressures could adversely affect our [removed: operating results.][added: business, results of operations, financial condition and cash flows.]

- If we fail to [removed: attract and] [added: attract, develop,] retain [added: and engage] key [removed: employees] [added: employees,] our business may suffer.

Risks [removed: Related] [added: Relating] to Our Business Operations

- If we are unable to obtain sufficient components or raw materials on a timely basis or for a cost-effective price or if we experience other manufacturing, sterilization, supply or distribution difficulties, our [removed: business and] [added: business,] results of [removed: operations] [added: operations, financial condition and cash flows] may be adversely affected.

- Climate change, or legal, regulatory or market measures to address climate change, could adversely affect our business, results of [removed: operations and] [added: operations,] financial [removed: condition.][added: condition and cash flows.]

Risks [removed: Related] [added: Relating] to Legal and Regulatory Matters

- Increasing regulatory focus on privacy and [removed: security] [added: cybersecurity] issues and expanding laws could impact our business and expose us to increased liability.

- If reimbursement or other payment for our current or future products is reduced or modified in the United States or in foreign countries or [added: there are] changes to policies with respect to pricing, taxation or rebates, our business could suffer.

- If we are unable to protect [added: or enforce] our patents or other proprietary rights, or if we [removed: infringe] [added: become subject to claims or litigation alleging infringement of] the patents or other proprietary rights of others, our competitiveness and business prospects may be materially damaged.

- We are party to a number of pending lawsuits and other disputes which may have an adverse impact on our business, [removed: operations or] [added: results of operations,] financial [removed: condition.][added: condition and cash flows.]

The proposed spinoff of our [removed: Renal] [added: Kidney] Care [removed: and Acute Therapies product categories] [added: business] may not be completed on the [removed: terms] [added: terms, structure] or timeline [removed: currently contemplated,] [added: we have announced,] if at all.

[removed: We recently] [added: In January 2023, we] announced a series of strategic actions, [removed: including] [added: including, among other things,] the proposed spinoff of our [removed: Renal] [added: Kidney] Care [removed: and Acute Therapies product categories, a review of strategic alternatives for our BPS product category] [added: business into an independent company (the proposed spinoff)] and plans to implement a simplified operating model and manufacturing footprint.

[removed: We] [added: While we have completed implementation of the new operating model, we] may encounter challenges to executing the proposed spinoff [removed: of our Renal Care and Acute Therapies product categories] on the [removed: terms] [added: terms, structure] and within the timeframe we [added: have] announced, or at all.

Additionally, [removed: it] [added: the proposed spinoff] is complex in nature, and unanticipated developments or changes, including disruptions in general market conditions, changes in [removed: law or] [added: law,] challenges [added: or complexities] in executing the [removed: separation] [added: spinoff] of the two [removed: businesses,] [added: businesses or developments of viable medical, pharmacological and technological advances (as further discussed in “Other Risks Relating to Our Business If we are unable to successfully introduce or monetize new and existing products or services, or fail to keep pace with changing consumer preferences and needs or advances in technology, our business, results of operations, financial condition and cash flows could be adversely affected”)] may affect our ability to complete the [added: proposed] spinoff on the terms or on the timeline we [added: have] announced, or at all.

The terms and conditions of the required regulatory authorizations and consents that are granted, if any, may also impose requirements, limitations or costs, or place restrictions on the conduct of the independent companies or impact our ability to complete the [added: proposed] spinoff on the terms or timeline we [added: have] announced, or at all.

Although we intend for the proposed spinoff to be tax-free to [removed: the company’s] [added: Baxter’s] stockholders for U.S. federal income tax purposes, we [added: have initiated the preparatory restructuring, which has generated, and we] expect to [removed: incur] [added: continue to generate,] non-U.S. [removed: cash taxes on the preparatory restructuring] [added: tax liabilities] and may also [removed: incur non-cash tax expense including] [added: generate] potential impairments of deferred tax assets.

[added: The IRS ruling and tax opinion] mentioned above will be based upon various factual representations and assumptions, as well as certain undertakings made by [removed: the Company] [added: Baxter] and the new independent company.

If any of these factual representations or assumptions are, or become, untrue or incomplete in any material respect, an undertaking is not complied with, or the facts upon which the opinion or ruling are based are materially different from the actual facts relating to the [added: proposed] spinoff, reliance on the opinion or ruling may be jeopardized.

If the [added: proposed] spinoff were ultimately determined to be taxable for U.S. federal income tax purposes, we would incur a significant tax liability, while the distributions to [removed: the company’s] [added: Baxter’s] stockholders would become taxable and the new [removed: independent] company could incur income tax liabilities as well.

We [removed: will be] [added: are] exposed to new risks as a result of the proposed spinoff and other strategic actions we are undertaking.

Our businesses [added: have begun to face, and] will [removed: face] [added: continue to face,] material challenges in connection with the proposed spinoff and the other strategic actions we are undertaking (including [removed: a review] [added: the recent implementation] of [removed: strategic alternatives for our BPS product category and plans to implement] a simplified operating model and [added: the ongoing simplification of our] manufacturing footprint).

These challenges include, without limitation, the diversion of management’s attention from ongoing business concerns; appropriately allocating assets and liabilities among the companies to be separated in the proposed spinoff, particularly given the complex nature of the [added: proposed] spinoff; attracting, retaining and motivating key management and other employees; retaining existing, or attracting new, business and operational relationships, including with customers, suppliers, employees and other counterparties; maintaining our relationships with regulators; assigning customer contracts and intellectual property to each of the businesses; and potential negative reactions from the financial markets.

In particular, in the last few years, [removed: the company has] [added: we have] undertaken other strategic and business transformation actions (including the [added: recent divestiture of our BPS business, the] acquisition of Hillrom and cost reduction initiatives) that have entailed changes across our organizational structure, senior leadership, culture, functional alignment, outsourcing and other areas.

This poses risks in the form of personnel capacity constraints and institutional knowledge loss that has led [removed: to] [added: to,] and could in the future lead [removed: to] [added: to,] missed performance or financial targets and harm to our reputation, and these risks are heightened with the additional interdependent actions that will be needed to complete the proposed spinoff and other strategic actions we are [removed: pursuing.][added: currently implementing and pursing or which we may pursue in the future.]

We have [removed: begun] [added: incurred,] and will continue to [removed: incur] [added: incur,] significant expenses in connection with the proposed spinoff and other strategic actions we [removed: have announced.][added: are undertaking.]

These expenses [added: have been significant, and] may [removed: be higher than currently anticipated or] [added: continue to grow, and] may not yield a discernible benefit if the actions are not completed on schedule or at all.

[removed: In addition, the anticipated] benefits of these actions are based on a number of assumptions, some of which may prove incorrect, and we cannot predict with certainty when the expected benefits will occur, or the extent to which they will be achieved.

Further, other unknown or unpredictable factors could also have material adverse effects on our future results.

- Pandemics and other public health emergencies, or the fear thereof, have had, and may in the future have, a material adverse effect on our business.

- Our Amended and Restated By-Laws designate certain courts in the State of Delaware or the federal district courts of the United States will be the sole and exclusive forum for substantially all disputes between us and our stockholders.

Risks Relating to Our Strategic Actions

The proposed spinoff will be subject to the satisfaction of a number of customary conditions, including final approval from Baxter’s Board of Directors.

In addition, the anticipated

The integration of Hillrom into our operations is complex and time-consuming and certain aspects have taken longer than originally anticipated and have required more effort than was originally planned.

Our success developing products, expanding into new markets and optimizing our market presence from such activities will depend on a number of factors, including our ability to find suitable opportunities or partners for acquisition, investment, alliance or

Additionally, certain divestitures could result in negative market or regulatory reactions.

Risks Relating to Our Financial Performance and Our Common Stock

experienced deterioration in credit and economic conditions.

We incurred a substantial amount of debt in connection with the Hillrom acquisition, which could adversely affect our business, results of operations, financial condition and cash flows.

Management's Discussion of Analysis and Financial Condition and Results of Operations of this Annual Report on Form 10-K.

Adverse changes to macroeconomic conditions or our earnings forecasts, as well as changes in our strategic goals or business direction, could lead to impairment charges.

Such transactions could result in impairment charges if the estimated fair value of the assets, less costs to sell, is less than their related carrying amount.

For example, as described in more detail in Note 4 of Item 8 of this Annual Report, we recognized $510 million of long-lived asset impairment charges related to the HD business within our Kidney Care segment during 2023.

Additionally, as described in more detail in Note 5 of Item 8 of this Annual Report, we recognized $2.81 billion of goodwill impairments and $332 million of indefinite-lived intangible asset impairments during 2022, both related to assets acquired in connection with our December 2021 acquisition of Hillrom.

Management's Discussion of Analysis and Financial Condition and Results of Operations of this Annual Report on Form 10-K.

In order to successfully introduce or monetize new and existing products and services, we must commit, and continue to commit, substantial funds, and other resources to R&D.

For example, we have experienced certain Class I recalls related to our Novum IQ Syringe and infusion systems, SIGMA Spectrum pump and Life2000 Ventilator.

our product portfolio in response to those requirements, our products may be rendered obsolete or non-competitive.

For example, new developments such as pharmaceuticals that reduce the progression of chronic kidney disease into ESRD or reduce its incidence (including through weight loss), as well as innovations in technology and care delivery models, could materially adversely affect the demand for and future pricing and sale of our products and services.

Pandemics and other public health emergencies, or the fear thereof, have had, and may in the future have, a material adverse effect on our business.

COVID-19 vaccines.

The effect of such a health emergency on our business will also vary based on the speed with and extent to which global markets and utilization rates for our products fully recover from the disruptions caused by such a public health emergency.

Competition for top talent in the healthcare industry can be intense, especially for experienced management and technical and professional employees, which could increase costs associated with identifying, attracting and retaining such individuals.

Further, a lack of employee engagement could lead to loss of productivity and increased employee burnout, turnover, absenteeism, product quality incidents and decreased customer and patient satisfaction.

Risks Relating to Our Business Operations

In addition, in recent years, select market participants have shown an increased focus on individual GPO members negotiating directly with manufacturers on committed contracts.

For example, we recently divested our BPS business and have implemented a simplified operating model and we continue to work toward simplifying our manufacturing footprint and completing the proposed spinoff.

See also “Risks Relating to Our Financial Performance and Our Common Stock—Global economic conditions, including inflation and supply chain disruptions, have adversely affected, and could continue to adversely affect, our operations.”

We rely heavily on a limited number of providers of transport services for reliable and secure point-to-point transport of our products to our customers and patients and for tracking of these shipments, and from time to time we require warehousing for our products.

If any of these providers were to encounter delivery performance issues such as loss, damage or destruction of any systems or machines, it would be costly to replace such systems or machines in a timely manner and such occurrences may damage our reputation and lead to decreased demand for our products and increased cost and expense to our business.

Such impacts, such as damage to manufacturing facilities, local infrastructure and utilities (including as a

Further, the impacts of climate change, particularly severe weather events and droughts, have negatively impacted, and may in the future negatively impact, our ability to obtain material energy and water sources and other resources, including employee availability and access to shipping routes.

Further, any perceived increase in the potential of severe weather events and business interruption may put an upward pressure on the cost of our risk insurance premiums, which could adversely impact our business, results of operations, financial condition and cash flows.

Furthermore, companies across all industries are facing increasing scrutiny from investors, regulators, and other stakeholders related to their ESG commitments, performance, and disclosures, including related to climate change, diversity and inclusion, and governance standards.

Investor advocacy groups, certain institutional investors, lenders, investment funds, and other influential investors are increasingly focused on companies’ ESG commitments (including our corporate responsibility goals), performance, and disclosures, and in recent years have placed increasing importance on social costs and related implications of their investments.

Additionally, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their respective approaches to ESG matters, which are increasingly being employed by investors, lenders, and customers to inform their investment, financing, or purchasing decisions.

A failure to adequately meet stakeholder expectations, which may differ or conflict, may result in the loss of business, reputational impacts, diluted market valuation, an inability to attract customers, and an inability to attract and retain top talent.

- We have incurred a substantial amount of debt in connection with the Hillrom acquisition.

- The effects of the COVID-19 pandemic have had, and we expect will continue to have, a material adverse effect on our business.

The spinoff will be subject to the satisfaction of a number of customary conditions, including final approval from the Baxter Board of Directors, the filing and effectiveness of a registration statement on Form 10, receipt of a favorable Internal Revenue Service ruling or tax opinion from counsel with respect to the tax-free nature of the spin, satisfactory completion of financing arrangements and receipt of any necessary regulatory approvals.

The IRS ruling or opinion from counsel

leverage targets without adversely affecting current revenues and investments in future growth.

The integration is complex and time consuming and aspects of it may be delayed, or additional and unforeseen expenses may result, in light of our recently announced strategic initiatives.

exogenous factors including significant weather events, elevated inflation levels, disruptions to certain ports of call around the world, the war in Ukraine and other geopolitical events.

Changes in market conditions or other changes in the future outlook of value may lead to impairment charges in the future.

Future events or decisions may lead to asset impairments and/or related charges.

Certain non-cash impairments may result from a change in our strategic goals, business direction or other factors relating to the overall business environment.

For example, in the third quarter of 2022, we recorded a $2.8 billion goodwill impairment relating to our three Hillrom reporting units due to macroeconomic conditions, including the rising interest rate environment and broad declines in equity valuations, and reduced earnings forecasts for these units, driven primarily by shortages of certain component parts used in our products, raw materials inflation and increased supply chain costs.

The effects of the COVID-19 pandemic have had, and we expect will continue to have, a material adverse effect on our business.

COVID-19 has had, and we expect will continue to have, an adverse impact on

Further delays or cancellations may occur in the future.

For example, we have faced increased absenteeism in connection with the rise of various COVID-19 variants.

Although we have sought to mitigate these staffing challenges through overtime and enlisting contingent labor, staffing shortages have strained our operations and increased our expenses.

- We face increased operational challenges as we continue to take measures to support and protect employee health and safety, including through work from home policies.

Any failure to prevent or mitigate security breaches or cyber risks or detect, or respond adequately to, a security breach or cyber risk, or any other disruptions to our information technology systems and networks (as a result of remote working arrangements or otherwise), can have adverse effects on our business and cause reputational and financial harm.

Finally, to the extent COVID-19 or any future public health

For example, for many of our suppliers, the COVID-19 pandemic created obstacles relating to their ability to maintain the continuity of their on-site operations.

We have experienced, and may continue to experience, increases in the cost of certain raw materials and component parts and have incurred, and may continue to incur, increased freight costs as a result of, among other things, rising and high levels of inflation, increased energy and transportation prices as a result of the Russia-Ukraine conflict and other obstacles due to the COVID-19 pandemic.

If we face an increase in costs or must reduce (or are unable to successfully increase) our prices because of industry consolidation.

Competition for top talent in the healthcare industry can be intense.

announced strategic initiatives and industry economic conditions.

In addition, the industry is showing an increased focus on contracting directly with health systems or IDNs (which typically represent influential members and owners of GPOs).

For example, we continue to work to successfully integrate Hillrom into our operations and we recently announced our plans to implement a simplified operating model and manufacturing footprint.

We have faced difficulties obtaining supplies of key materials such

These prices might continue to fluctuate based on many factors beyond our control, including, but not limited to, changes in general economic conditions (including inflation), political unrest, labor costs, delivery costs, competition and currency exchange rates.

including with respect to third-party service providers that host or process Protected Information on our behalf.

Further, a number of our employees have hybrid work arrangements, which (among other things) exposes us to heightened risks related to our information technology systems and networks, including cyber-attacks, computer viruses, malicious software, security breaches, and telecommunication failures, both for systems and networks we control directly and for those that employees and third-party developers rely on to work remotely.

If such steps triggered retaliation in other markets, such as by restricting access to foreign products in purchases by their government-

workplace regulations or other restrictions on our imports will be imposed in the future or adversely modified, or what effect such actions would have on our costs of operations.

data in the United States and in other countries, including, but not limited to, The Health Insurance Portability and Accountability Act, as amended (HIPAA), The Health Information Technology for Economic and Clinical Health Act, the California Consumer Privacy Act (CCPA), the European Union’s General Data Protection Regulation (GDPR) and the newly revised NIS2 Directive, a European Union wide cybersecurity legislation (which will be fully in force in 2024).

More states (including Colorado, Connecticut, Utah and Virginia) plan to introduce similar legislation in 2023.

CMS has stated these payment models are aimed to prevent or delay the need for dialysis and encourage kidney transplantation.

CMS launched the program on January 1, 2022, at which time 85 entities were enrolled as

participants.

agreements may be breached, and we may not have adequate remedies for any breach.

For example, the outcome of various initiatives currently being undertaken by the Organization of Economic Cooperation and Development, and the implementation of such initiatives by taxing authorities across the world, could significantly impact how we allocate profits across multiple jurisdictions, which could adversely impact our global tax obligations.

The following commentary should be read in conjunction with the consolidated financial statements and accompanying [removed: notes.][added: notes included in Item 8 of this Annual Report on Form 10-K.]

Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations, of our] [added: Operations and elsewhere in this] Annual Report on Form [removed: 10-K for the year ended December 31, 2021.][added: 10-K.]

Description of the [removed: Company] [added: Company, Recent Strategic Actions] and Business Segments

Baxter International Inc. is a global medical technology with approximately 60,000 employees worldwide who are engaged in the development, manufacture and sale of a broad range of products, digital health solutions and therapies used by hospitals, kidney dialysis centers, nursing homes, rehabilitation centers, [added: ambulatory surgery centers,] doctors’ offices and patients at home under physician supervision.

Our global footprint and the critical nature of our products and services, which are sold in over 100 [removed: countries,] [added: countries as of December 31, 2023,] play a key role in expanding access to healthcare in emerging and developed countries.

[removed: We manage our global operations based on four segments, consisting] [added: Our reportable segments were previously comprised] of the following geographic segments related to our legacy Baxter business: [removed: Americas,] [added: Americas (North and South America),] EMEA [added: (Europe, Middle East] and [removed: APAC,] [added: Africa)] and [added: APAC (Asia Pacific), and] a global segment for our [removed: recently acquired] Hillrom business.

Our [removed: Hillrom segment provides digital] [added: Healthcare Systems] and [added: Technologies segment includes sales of our] connected care solutions and collaboration tools, including smart bed systems, patient monitoring [added: systems] and diagnostic technologies, respiratory health devices and advanced equipment for the surgical [removed: space.][added: space, including surgical video technologies, precision positioning devices and other accessories.]

For financial information about our segments, see Note [removed: 17] [added: 18] in Item 8 of this Annual Report on Form 10-K.

Our global net sales totaled [removed: $15.1] [added: $14.81] billion in [removed: 2022,] [added: 2023,] an increase of [removed: 18%] [added: 2%] over [removed: 2021] [added: 2022] on a reported [added: basis] and [removed: 23%] [added: 3%] on a constant currency basis.

International sales totaled [removed: $7.9] [added: $7.81] billion in [removed: 2022,] [added: 2023,] an increase of [removed: 4%] [added: 3%] compared to [removed: 2021] [added: 2022] on a reported basis and [removed: 12%] [added: 4%] on a constant currency basis.

Sales in the United States totaled [removed: $7.2] [added: $7.00] billion in [removed: 2022,] [added: 2023,] an increase of [removed: 39%] [added: 1%] compared to [removed: 2021.][added: 2022.]

Net income (loss) attributable to Baxter stockholders totaled [removed: a loss of $2.4] [added: $2.66] billion, or [removed: $(4.83)] [added: $5.25] per diluted share, in [removed: 2022.][added: 2023.]

Net income (loss) [added: from continuing operations] in [removed: 2022] [added: 2023] included special items which adversely impacted our results by [removed: $4.2] [added: $1.40] billion, or [removed: $8.33] [added: $2.75] per diluted share.

Our financial results included [removed: R&D] [added: research and development (R&D)] expenses totaling [removed: $605] [added: $667] million in [removed: 2022,] [added: 2023,] which reflects our focus on balancing investments to support our new product pipeline with efforts to optimize overall R&D spending (including with respect to the maintenance of our portfolio).

While we continue to face continuing global macroeconomic challenges, our financial position remains strong, with operating cash flows from continuing operations totaling [removed: $1.2] [added: $1.70] billion in [removed: 2022.][added: 2023.]

[removed: We have continued to execute on our disciplined capital allocation framework, as discussed in the] Business [removed: Strategy section in Item 1] of this Annual Report on Form 10-K, which is designed to optimize stockholder value creation through reinvestment in our businesses, dividends and share repurchases, as well as acquisitions and other business development initiatives and [added: debt repayments,] consistent with our previously stated commitment to achieve our net leverage targets.

Capital expenditures totaled [removed: $679] [added: $692] million in [removed: 2022] [added: 2023] as we continue to invest across our businesses to support future growth, including additional investments in support of new and existing product capacity expansions.

Our investments in capital expenditures in [removed: 2022] [added: 2023] were focused on projects that improve production efficiency, [removed: invest in] [added: enhance] our quality systems and [removed: enhance] [added: optimize] manufacturing capabilities to support our business growth.

During [removed: 2022,] [added: 2023,] we paid cash dividends to our stockholders totaling [removed: $573] [added: $586] million.

[removed: For information on our share repurchase plans, see] [added: See] Note [removed: 8] [added: 2] in Item 8 of this Annual Report on Form [removed: 10-K.][added: 10-K for additional information.]

In January 2023, [added: following the completion of that review,] we announced the following planned strategic actions that are intended to enhance our operational effectiveness, accelerate innovation and drive additional stockholder value: (a) a proposed spinoff of our [removed: Renal] [added: Kidney] Care [removed: and Acute Therapies product categories] [added: business] into an independent publicly traded company focused on kidney care [added: and organ support] (the proposed spinoff), (b) our development of a new operating model to simplify our operations and [added: better align our manufacturing and supply chain to our commercial activities and] (c) our pursuit of strategic alternatives [removed: (including a potential sale)] for our BioPharma Solutions (BPS) [removed: product category.][added: business.]

In [added: both 2023 and] 2022 we generated [removed: $4.4] [added: $4.45] billion of combined net sales from our [removed: Renal] [added: Kidney] Care [removed: and Acute Therapies product categories,] [added: segment,] representing approximately [removed: 29%] [added: 30% and 31%, respectively,] of our consolidated net sales.

During [removed: 2023 and the first quarter of] 2024, we expect to [added: continue to] incur significant [removed: separation and transaction-related] [added: separation-related] costs related to the proposed [removed: spinoff and our pursuit of strategic alternatives (including a potential sale) for our BPS product category,] [added: spinoff,] which [removed: will] [added: may] adversely impact our earnings and operating cash flows.

Additionally, we expect to incur [removed: some amount of] dis-synergies following [removed: those transactions] [added: our completion of the proposed spinoff transaction] due to the reduced size of our company and, as a result, we will need to undertake actions to ensure that our cost structure is appropriate to support our remaining businesses.

There can be no guarantees that the proposed [removed: spinoff, the simplified operating model or the sale of, or other strategic transaction involving, our BPS product category] [added: spinoff] will be completed in the manner or over the timeframes described above, or at all.

[removed: We are also designing] [added: As discussed below under “Recent Strategic Actions,” in the third quarter of 2023, we completed the implementation of] a new operating model intended to simplify and streamline our operations and better align our manufacturing [removed: footprint] and supply chain to our commercial activities.

We have experienced significant challenges to our global supply chain in recent periods, including production delays and interruptions, increased costs and shortages of raw materials and component parts (including resins and electromechanical devices) and higher transportation costs, resulting from the pandemic and other exogenous factors including significant weather events, elevated inflation levels, [added: increased interest rates,] disruptions to certain ports of call [added: and access to shipping ports] around the world, the war in [removed: Ukraine] [added: Ukraine, the conflict in the Middle East (including recent attacks on merchant ships in the Red Sea), tensions between China] and [added: Taiwan and] other geopolitical events.

These challenges, including the unavailability of certain raw materials and component parts, have also had a negative impact on our sales for certain product categories (including those acquired in [removed: the Hillrom acquisition)] [added: our December 2021 acquisition of Hill-Rom Holdings, Inc. (Hillrom))] due to our inability to fully satisfy demand and may continue to have a negative impact on our sales in the future.

While [removed: Russia and Ukraine] [added: these countries] do not constitute a material portion of our business, a significant escalation or expansion of economic disruption or the [removed: conflict’s] current scope [added: of these conflicts] could have an adverse effect on our [removed: business.][added: business in the region.]

[removed: In addition, the] [added: The] existence of [added: high] inflation [added: rates] in the United States and in many of the countries where we conduct business has resulted in, and may continue to result in, higher interest [removed: rates and capital costs,] [added: rates,] shipping costs, [removed: increased] [added: labor] costs [removed: of labor, weakening exchange rates] and other [removed: similar effects.][added: costs and expenses.]

We have experienced and may continue to experience inflationary increases in manufacturing costs and operating [removed: expenses as well as negative impacts from weakening exchange rates, caused by the COVID-19 pandemic or as a result of general macroeconomic factors,] [added: expenses,] and [added: we] may not be able to pass these cost increases on to our customers in a timely manner or at all, which could have a material adverse impact on our profitability and results of operations.

Our global operations expose us to risks associated with public health crises and [removed: epidemics/pandemics, such as the novel strain of coronavirus (COVID-19).][added: epidemics/pandemics.]

Over the course of the [added: COVID-19] pandemic, our business [removed: has been] [added: was] impacted by shifting healthcare priorities and significant volatility in the demand for our [added: products, and any resurgence of the pandemic or any new public health crisis could again impact healthcare priorities and cause volatility in the demand for our] products.

[removed: For further information about our revenues by product category, refer] [added: Refer] to Note [removed: 10] [added: 3] in Item 8 of this Annual Report on Form [removed: 10-K.][added: 10-K for further information about the related transactions.]

[removed: For further discussion, refer] [added: Refer] to [added: Note 2 in] Item [removed: 1A] [added: 8] of this Annual Report on Form [removed: 10-K.][added: 10-K for additional information.]

[removed: Zosyn][added: Zosyn]

Under the terms of the acquisition, we paid the acquisition price of $122 million and received specified intellectual property, including patent rights, in the first quarter of 2022 and [removed: will receive] [added: received] additional intellectual property, including the product rights to Zosyn, in the first quarter of 2023.

Under the arrangement, we [removed: are entitled to receive] [added: received] profit sharing payments from sales of Zosyn until the product rights [removed: transfer] [added: transferred] to us in March 2023.

Refer to Note [removed: 2] [added: 3] in Item 8 of this Annual Report on Form 10-K for additional information regarding [removed: the agreement to acquire] [added: our acquisition of] the rights to Zosyn.

[removed: Hillrom][added: Hillrom]

In mid-2022, our Board of Directors authorized a strategic review of our business portfolio, with the goal of increasing stockholder value.

As part of that review process, we identified and evaluated a range of potential strategic actions, including opportunities for sales and other separation transactions.

Proposed Separation of Kidney Care Business

We are working to complete the proposed separation of our Kidney Care business in the interest of establishing an independent company focused on kidney care and organ support.

While we continue to evaluate all strategic options in the interest of maximizing stockholder value, we continue to progress towards our current target of July 2024 for completion of the proposed spinoff of this business.

We intend for the proposed spinoff to qualify as tax-free to Baxter and our stockholders for U.S. federal income tax purposes.

The proposed spinoff is subject to the satisfaction of customary conditions, including final approval from our Board of Directors, the filing and effectiveness of a registration statement on Form 10, receipt of an Internal Revenue Service (IRS) ruling or related tax opinions from counsel, satisfactory completion of financing arrangements, consultations with works councils and other employee representative bodies and any necessary regulatory approvals.

We incurred $225 million of pre-tax costs related to the proposed spin-off during 2023 and we expect to continue to incur significant separation-related costs in 2024.

Implementation of New Operating Model and Resulting Segment Change

Under this new operating model, our business is comprised of four segments: Medical Products and Therapies, Healthcare Systems and Technologies (formerly referred to as our Hillrom segment), Pharmaceuticals and Kidney Care (which would become an independent publicly traded company following the completion of the proposed spinoff transaction).

Our segment reporting was changed during the third quarter of 2023 to align with our new operating model and prior period segment disclosures have been revised to reflect the new segments.

The Medical Products and Therapies segment includes sales of our sterile IV solutions, infusion systems, administration sets, parenteral nutrition therapies and surgical hemostat, sealant and adhesion prevention products.

collaboration tools, including smart bed systems, patient monitoring systems and diagnostic technologies, respiratory health devices and advanced equipment for the surgical space, including surgical video technologies, precision positioning devices and other accessories.

The Pharmaceuticals segment includes sales of specialty injectable pharmaceuticals, inhaled anesthesia and drug compounding.

Other sales not allocated to a segment primarily include sales of products and services provided directly through certain of our manufacturing facilities and royalty income under a business development arrangement that ended in early 2023 when we acquired the related product rights.

Sale of BPS Business

On September 29, 2023, we completed the sale of our BPS business and received cash proceeds of $3.96 billion from that transaction.

The financial position, results of operations and cash flows of our BPS business, including the $2.88 billion pre-tax gain ($2.59 billion net of tax) from the sale of that business and the related cash proceeds received, are reported as discontinued operations in the accompanying consolidated financial statements.

We intend to use substantially all of the after-tax proceeds from this transaction to repay certain of our debt obligations, including $514 million of commercial paper borrowings and $2.28 billion of long-term debt that we repaid during the fourth quarter of 2023.

Net income (loss) attributable to Baxter stockholders in 2023 included special items which increased net income by $1.18 billion, or $2.33 per diluted share.

See our special items subsection, in the Results of Operations section below, for information about special items for all periods present.

Net income (loss) from continuing operations totaled $(69) million, or $(0.15) per diluted share, in 2023.

We have continued to execute on our disciplined capital allocation framework, as discussed in the "Business Strategy" section in Item 1.

While we have seen some improvements in the availability of certain component parts and improved pricing in certain raw materials, these challenges have not completely subsided and may continue to have a negative impact on our supply chain in future periods.

The war in Ukraine, the conflict in the Middle East (including recent attacks on merchant ships in the Red Sea), tensions between China and Taiwan and the sanctions and other measures being imposed in response to these conflicts (and the potential for escalation of these conflicts) have increased the levels of economic and political uncertainty and we continue to closely monitor the developing situations.

With respect to the war in Ukraine and our business in Russia, we have substantially completed our wind down efforts related to our business in Russia in a manner that we structured to be compliant with all applicable U.S. and European Union sanctions and regulations.

COVID-19 had, and it or any other future public health crisis could in the future have an adverse impact on, among other things, our expenses, operations, supply chains and distribution systems.

Additionally, adverse changes in foreign currency exchange rates have increased our costs of sourcing certain raw materials in some jurisdictions.

As a medical products company, our operations and many of the products manufactured or sold by us are subject to extensive regulation by numerous government agencies, both within and outside the United States.

These regulations, as described in "Government Regulation" in Item 1.

Business of this Annual Report on Form 10-K, require that we obtain specific approval from the Food and Drug Administration (FDA) and non-U.S. regulatory authorities before we can market and sell most of our products in a particular country.

Failure to obtain or maintain those approvals or clearances could have a material adverse impact on our business (including with respect to our ability to compete in the product markets in which we currently operate).

Furthermore, FDA in the United States, the European Medicines Agency (EMA) in Europe, the China Food and Drug Administration (CFDA) in China and other

government agencies, inside and outside of the United States, administer requirements covering the testing, safety, effectiveness, manufacturing, labeling, promotion and advertising, distribution and post-market surveillance of our products.

Our failure to comply with these requirements may subject us to various actions, including warning letters, product recalls or seizures, monetary sanctions, injunctions to halt the manufacture and distribution of products, civil or criminal sanctions, refusal of a government to grant approvals or licenses, restrictions on operations or withdrawal of existing approvals and licenses and may have a material adverse impact on our results of operations.

For further discussion, please refer to Item 1A.

Risk Factors of this Annual Report on Form 10-K.

In 2023 and 2022 our Healthcare Systems and Technologies segment (formerly our Hillrom segment) generated net sales of $3.01 billion and $2.94 billion, respectively.

NON-GAAP FINANCIAL MEASURES

Our presentation of percentage changes in net sales at constant currency rates, which is computed using current period local currency sales at the prior period’s foreign exchange rates, is a non-GAAP financial measure.

The discussion and analysis of our financial condition as of December 31, 2021 and results of operations for the year ended December 31, 2021 compared to the year ended December 31, 2020, is included in Item 7.

As discussed below under “Recently Announced Strategic Actions,” we are designing a new operating model intended to simplify and streamline our operations and we expect that our reportable segments will be changed to align with that new operating model when it is fully implemented.

Our Americas, EMEA and APAC segments provide a broad portfolio of essential healthcare products, including acute and chronic dialysis therapies; sterile IV solutions; infusion systems and devices; parenteral nutrition therapies; inhaled anesthetics; generic injectable pharmaceuticals; and surgical hemostat and sealant products.

Our special items, which included $3.2 billion of goodwill and intangible asset impairments in 2022, are discussed in the Results of Operations section below.

Additionally, in 2022 we repurchased 0.5 million shares through cash repurchases pursuant to a Rule 10b5-1 repurchase plan.

Recently Announced Strategic Actions

This proposed spinoff is currently expected to be completed during the first half of 2024, approximately 12 to 18 months from the date of the related announcement.

Additionally, in 2022 we generated $644 million of net sales from our BPS product category, representing approximately 4% of our consolidated net sales.

The new operating model will have significant impacts on our systems and processes across our entire company and we expect to have those broader operational changes, including our updated management reporting framework for the new operating model, fully implemented during the second half of 2023.

At that time, we expect that our reportable segments will be changed to align with the new operating model.

We expect to experience some of these and other challenges related to our supply chain in future periods.

The war in Ukraine and the sanctions and other measures being imposed in response to this conflict have increased the levels of economic and political uncertainty.

In response, we continue to monitor the developing situation with respect to ongoing business in Russia and are working on appropriate contingency plans that will support our desire to serving existing, chronically ill patient populations while remaining compliant with all applicable U.S. and European Union sanctions and regulations.

COVID-19

COVID-19 has had, and we expect will continue to have, an adverse impact on our operations, supply chains and distribution systems and has increased and we expect will continue to increase our expenses.

Significant uncertainty remains regarding the duration and overall impact of the COVID-19 pandemic.

Concerns remain regarding the pace of economic recovery due to virus resurgence across the globe from the Omicron variants, subvariants and other virus mutations as well as vaccine distribution and hesitancy.

The U.S. and other governments may continue existing measures or implement new restrictions and other requirements in the future (including moratoriums on elective procedures and mandatory quarantines and travel restrictions), resulting in higher levels of absenteeism, including at our manufacturing and distribution facilities.

Due to the uncertainty caused by the pandemic (including whether hospital admissions, elective procedures and demand for certain of our products and services will return to pre-pandemic levels), our operating performance and financial results, particularly in the short term, may be subject to volatility.

We expect that the challenges caused by the pandemic as well as global economic conditions, among other factors, may continue to have an adverse effect on our business.

In 2022 the Patient Support Systems, Front Line Care and Global Surgical Solutions product categories of our Hillrom segment collectively generated net sales of $2.9 billion.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Litigation matter8 | | | — | | | 13 | | |

| Tax matters14 | | | $ | 25 | | $ | (54) | |

1Our results in 2022 included charges of $3.2 billion for goodwill and intangible asset impairments.

These actions included streamlining our international operations, rationalizing our manufacturing and distribution facilities, reducing our general and administrative infrastructure, re-aligning certain R&D activities and canceling certain R&D programs.

In 2022, restructuring charges include actions taken in connection with our integration of Hillrom, which we acquired in December 2021.

4Our results in 2022 included $213 million of acquisition and integration-related costs.

We do not expect to incur significant incremental costs of sales from those inventory fair value step-ups beyond what was recognized in 2022.

Other integration expenses in the current period included third party consulting costs related to our integration and related cost savings activities.

In our Form 10-K for the year ended December 31, 2021, we previously included $4 million of in-process research and development (“IPR&D”) charges within this acquisition and integration-related costs special item.

We updated our policy in the current year to no longer reflect IPR&D charges as a special item, therefore, the $236 million prior year amount above has been updated from the $240 million amount previously reported for comparability purposes.

6Our results in 2022 included $12 million of divestiture-related costs of external advisors related to the proposed spinoff of our Renal Care and Acute Therapies product categories and our pursuit of strategic alternatives (including a potential sale) for our BPS product category.

Refer to “Recently Announced Strategic Actions” above for further information.

| United States | | | $ | 7,223 | | $ | 5,180 | | | | | 39 | | % | | | | 39 | | % |

| International | | | 7,890 | | | 7,604 | | | | | | 4 | | % | | | | 12 | | % |

| Total net sales | | | $ | 15,113 | | $ | 12,784 | | | | | 18 | | % | | | | 23 | | % |

The comparisons presented at constant currency rates reflect current year local currency sales at the prior year’s foreign exchange rates, except for current year Hillrom sales which have not been adjusted to prior year rates as they only had 18 days of sales in the prior year period.

understanding and facilitate a fuller analysis of our results of operations, particularly in evaluating performance from one period to another.

[removed: Incorporated by reference to the section entitled “Financial Instrument Market Risk” in “Management’s] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations” in Item 7] [added: Operations] of this Annual Report on Form 10-K.

Incorporated by reference to the section entitled “Financial Instrument Market Risk” in Item 7.

These products are used by hospitals, kidney dialysis centers, nursing homes, rehabilitation centers, [added: ambulatory surgery centers,] doctors’ offices and [removed: by] patients at home under physician supervision.

As of December 31, [removed: 2022,] [added: 2023,] we manufactured products in over 20 countries and sold them in over 100 countries.

[removed: Recently Announced] [added: Recent] Strategic Actions

In January 2023, [added: following the completion of that review,] we announced the following planned strategic actions that are intended to enhance our operational effectiveness, accelerate innovation and drive additional stockholder value: (a) a proposed spinoff of our [removed: Renal] [added: Kidney] Care [removed: and Acute Therapies product categories] [added: business] into an independent publicly traded [removed: company,] [added: company focused on kidney care and organ support (the proposed spinoff),] (b) our development of a new operating model to simplify our operations and [added: better align our manufacturing and supply chain to our commercial activities and] (c) our pursuit of strategic alternatives [removed: (including a potential sale)] for our BioPharma Solutions (BPS) [removed: product category.][added: business.]

In [added: both 2023 and] 2022 we generated [removed: $4.4] [added: $4.45] billion of [removed: combined] net sales from our [removed: Renal] [added: Kidney] Care [removed: and Acute Therapies product categories,] [added: segment,] representing approximately [removed: 29%] [added: 30% and 31%, respectively,] of our consolidated net sales.

We intend for the proposed spinoff to qualify as tax-free to Baxter and our [removed: shareholders] [added: stockholders] for U.S. federal income tax purposes.

[removed: Once the simplified model is implemented,] [added: Going forward] we expect to be a more integrated and nimble organization that can respond more effectively to changes in the macroeconomic [removed: environment,] [added: environment] while enhancing our ability to drive innovation in our product portfolio.

Following these [removed: planned strategic actions (including completion of the proposed spinoff),] [added: actions,] we intend to emerge as a stronger hospital solutions and connected care company.

There can be no guarantees that the proposed [removed: spinoff, the simplified operating model or the sale of, or other strategic transaction involving, our BPS product category] [added: separation] will be completed in the [removed: manner] [added: form of a spinoff] or over the [removed: timeframes] [added: timeframe] described above, or at all.

On December 13, 2021, we completed our acquisition of all outstanding equity interests of Hill-Rom Holdings, Inc. (Hillrom) for a purchase price of [removed: $10.5] [added: $10.48] billion.

Including the assumption of Hillrom's outstanding debt obligations, the enterprise value of the transaction was [removed: approximately $12.8] [added: $12.84] billion.

During 2022, we also recognized [removed: $2.8] [added: $2.81] billion of goodwill impairments and $332 million of indefinite-lived intangible asset impairments related to goodwill and trade name intangible assets that arose from the Hillrom acquisition.

See Notes [removed: 2, 4, 5] [added: 3, 5, 6] and [removed: 17] [added: 18] in Item 8 of this Annual Report on Form 10-K for additional information about the Hillrom acquisition, goodwill and intangible asset impairments, Hillrom acquisition financing arrangements and [removed: Hillrom] [added: the Healthcare Systems and Technologies] segment results, respectively.

[removed: We currently manage our global operations based on four segments, consisting] [added: Our reportable segments were previously comprised] of the following geographic segments related to our legacy Baxter business: Americas (North and South America), EMEA (Europe, Middle East and Africa) and APAC [removed: (Asia-Pacific),] [added: (Asia Pacific),] and a global segment for our [removed: recently acquired] Hillrom business.

As discussed above [added: in] under [removed: “Recently Announced] [added: "Recent] Strategic [removed: Actions,”] [added: Actions,"] we [removed: are designing] [added: have recently implemented] a new operating model intended to simplify and streamline our [removed: operations and we expect that our reportable segments will be changed to align] [added: operations, including] with [removed: that new operating model when it is fully implemented.][added: respect to our R&D activities.]

The [removed: Hillrom segment provides digital] [added: Healthcare Systems] and [added: Technologies segment includes sales of our] connected care solutions and collaboration tools, including smart bed systems, patient monitoring [added: systems] and diagnostic technologies, respiratory health devices and advanced equipment for the surgical [removed: space.][added: space, including surgical video technologies, precision positioning devices and other accessories.]

For financial information about our segments, see Note [removed: 17] [added: 18] in Item 8 of this Annual Report on Form 10-K.

Our business strategy is focused on driving sustainable growth and innovation aligned with our mission to save and sustain lives and our vision to transform healthcare with a customer focus to [added: help] improve patient outcomes, enhance workflow efficiency, and enable cost-effective care.

Our diversified and broad portfolio of medical products that treat [removed: life-threatening] acute or chronic conditions and our global presence are core components of our strategy as we [added: work to achieve these objectives.]

Our innovation [removed: strategy] [added: strategy, which encompasses both organic and inorganic initiatives,] is focused on [added: accelerating our sales growth through the introduction of new] connected care and core therapies offerings.

[removed: Our] [added: Through our] acquisition of [removed: Hillrom has been a key driver in developing] [added: Hillrom, we are continuing to build out] our connected care [added: portfolio] offerings, as its product portfolio includes digital and connected care solutions and collaboration tools such as smart bed systems, patient monitoring and diagnostic technologies, respiratory health [removed: devices,] [added: devices and] advanced equipment for the surgical [removed: space and more, delivering actionable, real-time insights at the point of care.][added: space.]

Our core therapies product offerings include [removed: medical devices] [added: pharmaceuticals] and consumable medical products designed to address essential patient and provider needs across the continuum of care.

As part of this [removed: strategy and consistent with our recently announced strategic initiatives,] [added: strategy,] we are [removed: shifting our] [added: prioritizing] investments [removed: to] [added: that] drive innovation in product areas where we [added: believe we] have compelling opportunities to [added: better] serve patients and healthcare [removed: professionals while advancing our business.][added: professionals, particularly in markets with higher growth rates.]

We are [removed: accelerating] [added: working to accelerate] the pace [removed: in] [added: at] which we bring these advances to market to support our future growth.

We are in the midst of launching several new products, geographic expansions and line extensions [removed: including] in [removed: such] areas [added: such] as [removed: chronic and acute renal care,] smart pump technology, hospital pharmaceuticals and nutritionals, surgical sealants, smart beds, respiratory [removed: vests] [added: vests, chronic] and [added: acute renal care and] more.

These comprise a mix of entirely new [removed: offerings,] [added: product offerings and meaningful] improvements [removed: on] [added: to] existing [removed: technologies and the expansion of current products into new geographies.][added: technologies.]

The market expansion component of our strategy includes [removed: capturing revenue synergies through the integration of Hillrom,] expanding our portfolio geographically, broadening our portfolio through channel expansion and increasing utilization of our products and therapies through market development activities.

These initiatives include using Baxter’s geographic footprint to introduce the [removed: Hillrom] [added: Healthcare Systems and Technologies] product portfolio into new markets, as well as expanding value-added services, increasing adoption of underpenetrated therapies and providing education and advocacy to improve access to our products.

As discussed above under [removed: “Recently Announced] [added: “Recent] Strategic Actions,” we [removed: are designing] [added: recently implemented] a new operating model intended to simplify and streamline our [removed: operations.][added: operations and better align our manufacturing and supply chain to our commercial activities.]

We also continue to focus on increasing efficiencies through automation and digitization and [removed: we remain committed to deliver] [added: delivering] on the targeted cost synergies expected to be achieved from our acquisition of Hillrom.

We intend to continue to actively manage our cost structure [added: and strive] to [removed: help ensure that we are committing] [added: commit] resources to the highest value uses.

Subject to market conditions and our investment grade targets, our capital allocation strategies [added: currently] include the following:

- active portfolio management through the identification of attractive acquisition and divestiture transactions, including [removed: our recent acquisition of Hillrom,] the [removed: proposed spinoff and our pursuit] [added: recent divestiture] of [removed: strategic alternatives (including a potential sale) for] our BPS [removed: product category;] [added: business] and [added: the proposed Kidney Care separation; and]

We paid down [removed: approximately $900 million] [added: $2.80 billion] of debt during [removed: 2022] [added: 2023, using proceeds from the sale of our BPS business,] and we [removed: continue to be] [added: are] committed to [removed: an] [added: retaining our] investment grade rating, including taking actions toward achieving [removed: our] [added: a] 2.75x net leverage [removed: commitment.][added: target in 2025.]

During this deleveraging period, we currently intend to [removed: maintain our] [added: continue paying a] dividend, not make any share repurchases and be highly selective with respect to any potential acquisitions.

Sales are made and products are distributed on a direct basis or through independent distributors or sales agents in more than 100 countries as of December 31, [removed: 2022.][added: 2023.]

The majority of our revenues are generated outside of the United States and geographic expansion remains a [added: key] component of our [removed: strategy (including] [added: strategy, particularly] with respect to [removed: the Hillrom business).][added: our Healthcare Systems and Technologies business.]

For more information on these risks, see the information under the captions “Risks [removed: Related] [added: Relating] to [removed: Baxter’s Business —We] [added: Our Business—We] are subject to risks associated with doing business globally” and “—Changes in foreign currency exchange rates and interest rates [removed: could have a material] [added: have, and may in the future have, an] adverse effect on our [removed: operating] results [added: of operations, financial condition, cash flows] and liquidity” in Item [removed: 1A of this Annual Report on Form 10-K.][added: 1A.]

For financial information about our foreign and domestic revenues and segment information, see [removed: Notes 10 and 17, respectively,] [added: Note 18,] in Item 8 of this Annual Report on Form 10-K.

For more information regarding foreign currency exchange risk, refer to the discussion under the caption entitled “Financial Instrument Market Risk” in Item [removed: 7 of this Annual Report on Form 10-K.][added: 7.]

In mid-2022, our Board of Directors authorized a strategic review of our business portfolio, with the goal of increasing stockholder value.

As part of that review process, we identified and evaluated a range of potential strategic actions, including opportunities for sales and other separation transactions.

Proposed Separation of Kidney Care Business

We are working to complete the proposed separation of our Kidney Care business in the interest of establishing an independent company focused on kidney care and organ support.

While we continue to evaluate all strategic options in the interest of maximizing stockholder value, we continue to progress towards our current target of July 2024 for completion of the proposed spinoff of this business.

Implementation of New Operating Model and Resulting Segment Change

In the third quarter of 2023, we completed the implementation of a new operating model intended to simplify and streamline our operations and better align our manufacturing and supply chain to our commercial activities.

Under this new operating model, our business is comprised of four segments: Medical Products and Therapies, Healthcare Systems and Technologies (formerly referred to as our Hillrom segment), Pharmaceuticals and Kidney Care (which would become an independent publicly traded company following the completion of the proposed spinoff transaction).

Our segment reporting was changed during the third quarter of 2023 to align with our new operating model and prior period segment disclosures have been revised to reflect the new segments.

Sale of BPS Business

On September 29, 2023, we completed the sale of our BPS business and received cash proceeds of $3.96 billion from that transaction.

The financial position, results of operations and cash flows of our BPS business, including the $2.88 billion pre-tax gain ($2.59 billion net of tax) from the sale of that business and the related cash proceeds received, are reported as discontinued operations in the accompanying consolidated financial statements.

We intend to use substantially all of the after-tax proceeds from this transaction to repay certain of our debt obligations, including $514 million of commercial paper borrowings and $2.28 billion of long-term debt that we repaid during the fourth quarter of 2023.

In 2023 and 2022, our Healthcare Systems and Technologies segment generated net sales of $3.01 billion and $2.94 billion, respectively.

We currently manage our global operations based on four segments: Medical Products and Therapies, Healthcare Systems and Technologies, Pharmaceuticals and Kidney Care.

The Medical Products and Therapies segment includes sales of our sterile IV solutions, infusion systems, administration sets, parenteral nutrition therapies and surgical hemostat, sealant and adhesion prevention products.

The Pharmaceuticals segment includes sales of specialty injectable pharmaceuticals, inhaled anesthesia and drug compounding.

The Kidney Care segment includes sales of chronic and acute dialysis therapies and services, including peritoneal dialysis (PD), hemodialysis (HD), continuous renal replacement therapies (CRRT) and other organ support therapies.

- returning capital to stockholders through dividends, while balancing any returns with other strategic actions we take.

Risk Factors of this Annual Report on Form 10-K.

Management's Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K.

Additionally, China has been implementing volume-based procurement policies and a series of centralized reforms on both a national and regional basis which have resulted in significant price cuts for pharmaceuticals and medical consumables.

Risk Factors of this Annual Report on Form 10-K.

Management's Discussion of Analysis and Financial Condition and Results of Operations of this Annual Report on Form 10-K.

entitled “Certain Regulatory Matters” in Item 7.

Management's Discussion of Analysis and Financial Condition and Results of Operations of this Annual Report on Form 10-K.

Management's Discussion of Analysis and Financial Condition and Results of Operations of this Annual Report on Form 10-K.

healthcare companies in recent years.

We aim for a zero-harm workplace and prioritize the elimination of risks and incident precursors to drive improvement.

In 2023, Baxter focused on employee engagement, hazard identification and accelerated technology deployment to better understand and address top health and safety risk areas.

We have continued to mobilize our identification program for our operational workforce, in concert with a centralized corrective action tracking tool.

These improvements have enabled us to implement predictive analytics, support ergonomic evaluations and introduce active safety control technology for improved operation of our powered industrial vehicles.

Summaries of select surveys are also provided to our Board of Directors.

reasonably practicable after electronically filing or furnishing such material with the Securities and Exchange Commission.

This proposed spinoff of our Renal Care and Acute Therapies product categories (the proposed spinoff) is currently expected to be completed during the first half of 2024, approximately 12 to 18 months from the date of the related announcement.

To strengthen our ability to deliver on our vision to transform healthcare, we are designing a new operating model intended to simplify and streamline our operations.

As part of these actions, we are working to create a more resilient supply chain and better align our manufacturing footprint and supply chain to our commercial activities.

Under the new model, our business will be managed across four global business units consisting of: (1) Medical Products and Therapies, which will include our Medication Delivery, Advanced Surgery and Clinical Nutrition product categories, (2) Healthcare Systems and Technologies, which will include the Patient Support Systems, Front Line Care and Global Surgical Solutions product categories obtained in the Hillrom acquisition, (3) Pharmaceuticals, which will include our BPS product category, for which we are exploring strategic alternatives, and our Pharmaceuticals product category and (4) Kidney Care, which will include our Renal Care and Acute Therapies product categories that we are proposing to spinoff into an independent publicly traded company.

We expect to have our new organizational designs substantially finalized in the second quarter of 2023.

The new operating model will have significant impacts on our systems and processes across our entire company and we expect to have those broader operational changes, including our updated management reporting framework for the new operating model, fully implemented during the second half of 2023.

At that time, we expect that our reportable segments will be changed to align with the new operating model.

We are pursuing strategic alternatives (including a potential sale) for our BPS product category, which includes contract manufacturing services provided to pharmaceutical and biopharmaceutical companies.

In 2022 we generated $644 million of net sales from that product category, representing approximately 4% of our consolidated net sales.

A potential sale of, or other strategic transaction involving, BPS would help us further narrow our strategic focus as a company while providing an opportunity for capital deployment, including debt repayment.

In 2022 the Patient Support Systems, Front Line Care and Global Surgical Solutions product categories of our Hillrom segment collectively generated net sales of $2.9 billion.

The Americas, EMEA and APAC segments provide a broad portfolio of essential healthcare products, including acute and chronic dialysis therapies; sterile IV solutions; infusion systems and devices; parenteral nutrition therapies; inhaled anesthetics; generic injectable pharmaceuticals; and surgical hemostat and sealant products.

As discussed above under "Recently Announced Strategic Actions," we are pursuing the proposed spinoff of our Renal Care and Acute Therapies product categories and strategic alternatives for our BPS product category.

work to achieve these objectives.

- return capital to stockholders through dividends.

We currently expect to apply proceeds from the proposed spinoff and potential BPS divestiture toward reducing indebtedness and addressing near-term debt maturities.

source suppliers or on a spot basis and not pursuant to a contractual arrangement.

We maintain certain details about our processes, products and

As discussed above in under "Recently Announced Strategic Actions," we are designing a new operating model intended to simplify and streamline our operations.

financial performance, advancing innovation and maintaining a strong quality and compliance program across our organization.

- Competitive Pay and Benefits.

- Activating Change Today.

ACT began as an initiative in 2020 that was initially U.S. focused following the events surrounding the death of George Floyd, but has since garnered relevance internationally as well.

- Health and Safety.

Most of our employees outside of our manufacturing facilities worked remotely during the initial stages of the COVID-19 pandemic (beginning in March 2020).

We subsequently implemented our flexible work policy, which we refer to as BaxFlex, which establishes the expectation that employees are in the office two to three days a week.

Our production and field service employees have been working at our facilities throughout the pandemic in the interest of providing vital services to our customers.

- Recruitment, Training and Development.

By paying close attention to the results both at an aggregate enterprise level as well as at a department/business/work group level, we have been able to enhance our culture of speed, simplicity, courage and collaboration, help educate employees more effectively about our benefits offerings as well as our learning and development opportunities and further improve our communications content, mechanisms and frequency.

Incorporated by reference to Note [removed: 7] [added: 8] in Item 8 of this Annual Report on Form 10-K.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and [added: “emerging growth company” in Rule 12b-2 of the Exchange Act.]

The aggregate market value of the voting common equity held by non-affiliates of the registrant as of June 30, [removed: 2022] [added: 2023] (the last business day of the registrant’s most recently completed second fiscal quarter), based on the per share closing sale price of [removed: $64.23] [added: $45.56] on that date and the assumption for the purpose of this computation only that all of the registrant’s directors and executive officers are affiliates, was approximately [removed: $32] [added: $23] billion.

The number of shares of the registrant’s common stock, $1.00 par value, outstanding as of January 31, [removed: 2023] [added: 2024] was [removed: 504,672,166.][added: 507,827,437.]

Portions of the registrant’s definitive [removed: 2023] [added: 2024] proxy statement for use in connection with its Annual Meeting of Stockholders expected to be held on May [removed: 2, 2023] [added: 7, 2024] are incorporated by reference into Part III of this report.

| [Item [removed: 1.](#iaf52cd04cebc40b3840281c989335e6b_10)] [added: 1.](#i07617ba54a2545699a185a64dfa20a99_10)] | | | [removed: [Business](#iaf52cd04cebc40b3840281c989335e6b_10)] [added: [Business](#i07617ba54a2545699a185a64dfa20a99_10)] | | | [removed: [1](#iaf52cd04cebc40b3840281c989335e6b_10)] [added: [1](#i07617ba54a2545699a185a64dfa20a99_10)] | | |

| [Item [removed: 1A.](#iaf52cd04cebc40b3840281c989335e6b_13)] [added: 1A.](#i07617ba54a2545699a185a64dfa20a99_13)] | | | [Risk [removed: Factors](#iaf52cd04cebc40b3840281c989335e6b_13)] [added: Factors](#i07617ba54a2545699a185a64dfa20a99_13)] | | | [removed: [9](#iaf52cd04cebc40b3840281c989335e6b_13)] [added: [9](#i07617ba54a2545699a185a64dfa20a99_13)] | | |

| [Item [removed: 1B.](#iaf52cd04cebc40b3840281c989335e6b_16)] [added: 1B.](#i07617ba54a2545699a185a64dfa20a99_16)] | | | [Unresolved Staff [removed: Comments](#iaf52cd04cebc40b3840281c989335e6b_16)] [added: Comments](#i07617ba54a2545699a185a64dfa20a99_16)] | | | [removed: [26](#iaf52cd04cebc40b3840281c989335e6b_16)] [added: [29](#i07617ba54a2545699a185a64dfa20a99_16)] | | |

| [Item [removed: 2.](#iaf52cd04cebc40b3840281c989335e6b_19)] [added: 2.](#i07617ba54a2545699a185a64dfa20a99_19)] | | | [removed: [Properties](#iaf52cd04cebc40b3840281c989335e6b_19)] [added: [Properties](#i07617ba54a2545699a185a64dfa20a99_19)] | | | [removed: [27](#iaf52cd04cebc40b3840281c989335e6b_19)] [added: [30](#i07617ba54a2545699a185a64dfa20a99_19)] | | |

| [Item [removed: 3.](#iaf52cd04cebc40b3840281c989335e6b_22)] [added: 3.](#i07617ba54a2545699a185a64dfa20a99_22)] | | | [Legal [removed: Proceedings](#iaf52cd04cebc40b3840281c989335e6b_22)] [added: Proceedings](#i07617ba54a2545699a185a64dfa20a99_22)] | | | [removed: [27](#iaf52cd04cebc40b3840281c989335e6b_22)] [added: [31](#i07617ba54a2545699a185a64dfa20a99_22)] | | |

| [Item [removed: 4.](#iaf52cd04cebc40b3840281c989335e6b_25)] [added: 4.](#i07617ba54a2545699a185a64dfa20a99_25)] | | | [Mine Safety [removed: Disclosures](#iaf52cd04cebc40b3840281c989335e6b_25)] [added: Disclosures](#i07617ba54a2545699a185a64dfa20a99_25)] | | | [removed: [27](#iaf52cd04cebc40b3840281c989335e6b_25)] [added: [31](#i07617ba54a2545699a185a64dfa20a99_25)] | | |

| [Item [removed: 5.](#iaf52cd04cebc40b3840281c989335e6b_28)] [added: 5.](#i07617ba54a2545699a185a64dfa20a99_28)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iaf52cd04cebc40b3840281c989335e6b_28)] [added: Securities](#i07617ba54a2545699a185a64dfa20a99_28)] | | | [removed: [29](#iaf52cd04cebc40b3840281c989335e6b_28)] [added: [33](#i07617ba54a2545699a185a64dfa20a99_28)] | | |

| [Item [removed: 6.](#iaf52cd04cebc40b3840281c989335e6b_31)] [added: 6.](#i07617ba54a2545699a185a64dfa20a99_31)] | | | [removed: [Reserved](#iaf52cd04cebc40b3840281c989335e6b_31)] [added: [Reserved](#i07617ba54a2545699a185a64dfa20a99_31)] | | | [removed: [29](#iaf52cd04cebc40b3840281c989335e6b_31)] [added: [33](#i07617ba54a2545699a185a64dfa20a99_31)] | | |

| [Item [removed: 7.](#iaf52cd04cebc40b3840281c989335e6b_34)] [added: 7.](#i07617ba54a2545699a185a64dfa20a99_34)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iaf52cd04cebc40b3840281c989335e6b_34)] [added: Operations](#i07617ba54a2545699a185a64dfa20a99_34)] | | | [removed: [29](#iaf52cd04cebc40b3840281c989335e6b_34)] [added: [33](#i07617ba54a2545699a185a64dfa20a99_34)] | | |

| [Item [removed: 7A.](#iaf52cd04cebc40b3840281c989335e6b_64)] [added: 7A.](#i07617ba54a2545699a185a64dfa20a99_64)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#iaf52cd04cebc40b3840281c989335e6b_64)] [added: Risk](#i07617ba54a2545699a185a64dfa20a99_64)] | | | [removed: [53](#iaf52cd04cebc40b3840281c989335e6b_64)] [added: [64](#i07617ba54a2545699a185a64dfa20a99_64)] | | |

| [Item [removed: 8.](#iaf52cd04cebc40b3840281c989335e6b_67)] [added: 8.](#i07617ba54a2545699a185a64dfa20a99_67)] | | | [Financial Statements and Supplementary [removed: Data](#iaf52cd04cebc40b3840281c989335e6b_67)] [added: Data](#i07617ba54a2545699a185a64dfa20a99_67)] | | | [removed: [54](#iaf52cd04cebc40b3840281c989335e6b_67)] [added: [65](#i07617ba54a2545699a185a64dfa20a99_67)] | | |

| [Item [removed: 9.](#iaf52cd04cebc40b3840281c989335e6b_148)] [added: 9.](#i07617ba54a2545699a185a64dfa20a99_148)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iaf52cd04cebc40b3840281c989335e6b_148)] [added: Disclosure](#i07617ba54a2545699a185a64dfa20a99_148)] | | | [removed: [117](#iaf52cd04cebc40b3840281c989335e6b_148)] [added: [133](#i07617ba54a2545699a185a64dfa20a99_148)] | | |

| [Item [removed: 9A.](#iaf52cd04cebc40b3840281c989335e6b_151)] [added: 9A.](#i07617ba54a2545699a185a64dfa20a99_151)] | | | [Controls and [removed: Procedures](#iaf52cd04cebc40b3840281c989335e6b_151)] [added: Procedures](#i07617ba54a2545699a185a64dfa20a99_151)] | | | [removed: [117](#iaf52cd04cebc40b3840281c989335e6b_151)] [added: [133](#i07617ba54a2545699a185a64dfa20a99_151)] | | |

| [Item [removed: 9B.](#iaf52cd04cebc40b3840281c989335e6b_154)] [added: 9B.](#i07617ba54a2545699a185a64dfa20a99_154)] | | | [Other [removed: Information](#iaf52cd04cebc40b3840281c989335e6b_154)] [added: Information](#i07617ba54a2545699a185a64dfa20a99_154)] | | | [removed: [117](#iaf52cd04cebc40b3840281c989335e6b_154)] [added: [133](#i07617ba54a2545699a185a64dfa20a99_154)] | | |

| [Item [removed: 9C.](#iaf52cd04cebc40b3840281c989335e6b_157)] [added: 9C.](#i07617ba54a2545699a185a64dfa20a99_157)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#iaf52cd04cebc40b3840281c989335e6b_157)] [added: Inspections](#i07617ba54a2545699a185a64dfa20a99_157)] | | | [removed: [117](#iaf52cd04cebc40b3840281c989335e6b_157)] [added: [133](#i07617ba54a2545699a185a64dfa20a99_157)] | | |

| [Item [removed: 10.](#iaf52cd04cebc40b3840281c989335e6b_160)] [added: 10.](#i07617ba54a2545699a185a64dfa20a99_160)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#iaf52cd04cebc40b3840281c989335e6b_160)] [added: Governance](#i07617ba54a2545699a185a64dfa20a99_160)] | | | [removed: [117](#iaf52cd04cebc40b3840281c989335e6b_160)] [added: [134](#i07617ba54a2545699a185a64dfa20a99_160)] | | |

| [Item [removed: 11.](#iaf52cd04cebc40b3840281c989335e6b_163)] [added: 11.](#i07617ba54a2545699a185a64dfa20a99_163)] | | | [Executive [removed: Compensation](#iaf52cd04cebc40b3840281c989335e6b_163)] [added: Compensation](#i07617ba54a2545699a185a64dfa20a99_163)] | | | [removed: [118](#iaf52cd04cebc40b3840281c989335e6b_163)] [added: [134](#i07617ba54a2545699a185a64dfa20a99_163)] | | |

| [Item [removed: 12.](#iaf52cd04cebc40b3840281c989335e6b_166)] [added: 12.](#i07617ba54a2545699a185a64dfa20a99_166)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iaf52cd04cebc40b3840281c989335e6b_166)] [added: Matters](#i07617ba54a2545699a185a64dfa20a99_166)] | | | [removed: [118](#iaf52cd04cebc40b3840281c989335e6b_166)] [added: [134](#i07617ba54a2545699a185a64dfa20a99_166)] | | |

| [Item [removed: 13.](#iaf52cd04cebc40b3840281c989335e6b_169)] [added: 13.](#i07617ba54a2545699a185a64dfa20a99_169)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#iaf52cd04cebc40b3840281c989335e6b_169)] [added: Independence](#i07617ba54a2545699a185a64dfa20a99_169)] | | | [removed: [119](#iaf52cd04cebc40b3840281c989335e6b_169)] [added: [135](#i07617ba54a2545699a185a64dfa20a99_169)] | | |

| [Item [removed: 14.](#iaf52cd04cebc40b3840281c989335e6b_172)] [added: 14.](#i07617ba54a2545699a185a64dfa20a99_172)] | | | [Principal Accountant Fees and [removed: Services](#iaf52cd04cebc40b3840281c989335e6b_172)] [added: Services](#i07617ba54a2545699a185a64dfa20a99_172)] | | | [removed: [119](#iaf52cd04cebc40b3840281c989335e6b_172)] [added: [135](#i07617ba54a2545699a185a64dfa20a99_172)] | | |

| [Item [removed: 15.](#iaf52cd04cebc40b3840281c989335e6b_175)] [added: 15.](#i07617ba54a2545699a185a64dfa20a99_175)] | | | [Exhibits and Financial Statement [removed: Schedules](#iaf52cd04cebc40b3840281c989335e6b_175)] [added: Schedules](#i07617ba54a2545699a185a64dfa20a99_175)] | | | [removed: [119](#iaf52cd04cebc40b3840281c989335e6b_175)] [added: [135](#i07617ba54a2545699a185a64dfa20a99_175)] | | |

| [Item [removed: 16.](#iaf52cd04cebc40b3840281c989335e6b_178)] [added: 16.](#i07617ba54a2545699a185a64dfa20a99_178)] | | | [Form 10-K [removed: Summary](#iaf52cd04cebc40b3840281c989335e6b_178)] [added: Summary](#i07617ba54a2545699a185a64dfa20a99_178)] | | | [removed: [119](#iaf52cd04cebc40b3840281c989335e6b_178)] [added: [135](#i07617ba54a2545699a185a64dfa20a99_178)] | | |

| [Item 1C.](#i07617ba54a2545699a185a64dfa20a99_1863) | | | [Cybersecurity](#i07617ba54a2545699a185a64dfa20a99_1863) | | | [29](#i07617ba54a2545699a185a64dfa20a99_1863) | | |

“emerging growth company” in Rule 12b-2 of the Exchange Act.

We assess, identify and manage risks from cybersecurity threats through our Global Cybersecurity and Compliance Program (Cybersecurity Program), which is part of our larger enterprise risk management framework.

The Cybersecurity Program is currently overseen by the Audit Committee and Quality, Compliance and Technology Committee (QCT Committee) of the Board of Directors and is managed by a dedicated Chief Information Security Officer (CISO), whose organization has oversight of cybersecurity strategy, policy, standards, architecture and processes for the security of our enterprise network, information assets and medical device technologies.

Our current CISO has over 20 years of experience in cybersecurity and has held numerous positions in the cybersecurity sector, including serving as Global Cyber Risk Officer at another Fortune 500 medical products and equipment company and CISO at another healthcare company.

The CISO’s organization monitors and manages, and works to identify and assess, cybersecurity risk through various technologies, resources, processes and policies that are regularly updated to align with the changing threat landscape, our evolving business needs as well as global regulatory requirements.

In addition, from time to time, we also utilize external auditors and assessors to help evaluate our Cybersecurity Program, including our control measures, and to assist in conducting risk and maturity assessments.

We also actively engage with industry experts, regulatory agencies, advocacy groups, intelligence and law enforcement communities as part of our continuing efforts to evaluate and enhance the effectiveness of our Cybersecurity Program.

We use a range of defenses to help protect against cybersecurity threats and to work to secure our assets, reduce detection time and improve recoverability, such as the ongoing monitoring of our systems, including with the assistance of third party vendors, conducting routine exercises with employees and senior management, including our executive officers, to promote awareness and improve internal processes, and engaging with proxy advisors and external cybersecurity rating agencies that assess our cyber risk to improve our internal evaluations and vulnerability management processes.

In addition, to help promote privacy and security awareness throughout the company, all employees with a valid Baxter email address receive annual training and access to virtual events and updated materials.

Further, our Third-Party Risk Management Program includes assessment and monitoring of security standards and control procedures for external suppliers and vendors, with enhanced engagement or internal controls depending on the results of the assessment.

The Cybersecurity Program maintains a cybersecurity governance and oversight framework that seeks to drive accountability for all levels of employees, including senior management and executive officers.

Cybersecurity matters are generally managed by a combination of working groups led by senior management that report to the cybersecurity steering committee or cybersecurity executive oversight committee, as appropriate, on matters such as, among other things, enterprise level cybersecurity initiatives and directives, threat intelligence and product cybersecurity risks and remediations.

Our cross functional cybersecurity steering committee, which is led by the CISO, is composed of members of senior management, including the Chief Information Officer, and reviews matters such as product security escalations, critical remediations and disclosure recommendations.

The output from the

steering committee meetings is discussed at meetings of Baxter’s cybersecurity executive oversight committee, which is led by the CISO and includes the Chief Executive Officer, Chief Financial Officer, General Counsel, Chief Compliance & Trust Officer and our business segment presidents.

The cybersecurity executive oversight committee meets quarterly, oversees enterprise and cybersecurity risk management and reports to the Audit Committee and QCT Committee of the Board.

The Audit Committee currently oversees our information technology functions generally, including non-product-related cybersecurity matters, and the QCT Committee oversees product or service-based information technology matters, including with respect to product cybersecurity matters.

The Audit Committee is also responsible for the oversight of any cybersecurity incident, including ones related to our products and services.

Both committees receive updates from management on cybersecurity-related topics within their purview throughout the year.

Additionally, the full Board generally receives periodic updates on information technology and cybersecurity matters from management and external advisors.

The CISO maintains and annually updates a Cybersecurity Incident Response Plan which is a guide for our Cyber Security Incident Response Team to respond effectively and efficiently to cybersecurity incidents in a coordinated manner in the interest of minimizing the risk of harm to our patients, customers, operations, partners, employees and third parties, consistent with our legal obligations.

Cybersecurity risks and threats, including as a result of any previous cybersecurity incidents, have not materially impacted and are not reasonably expected to materially impact us or our operations to date.

However, we recognize the ever-evolving cyber risk landscape and cannot provide any assurances that we will not be subject to a material cybersecurity incident in the future.

See Item 1A.

Risk Factors “Breaches and breakdowns affecting our information technology systems or protected information, including from cyber security breaches and data leakage, could have a material adverse effect on our business, results of operations, financial condition, cash flows, reputation and competitive position” for a discussion of cybersecurity-related risks.

We [removed: continually] [added: regularly] evaluate our plants and production lines and believe that our current facilities plus any planned expansions are generally sufficient to meet our expected needs and expected near-term growth.

We manage our global operations based on four segments: Medical Products and Therapies, Healthcare Systems and Technologies, Pharmaceuticals and Kidney Care.

| Medical Products and Therapies | | | | | | | | |

| Healthcare Systems and Technologies | | | | | | | | |

| | | | Cary, North Carolina | | | Leased | | |

| | | | Charleston, South Carolina | | | Leased | | |

| | | | St. Paul, Minnesota | | | Leased | | |

| | | | Skaneateles Falls, New York | | | Owned | | |

| Pharmaceuticals | | | | | | | | |

| Kidney Care | | | | | | | | |

We manage our global operations based on four segments, consisting of the following geographic segments related to our legacy Baxter business: Americas, EMEA and APAC, and a global segment for our recently acquired Hillrom business.

| | | | | | | | | |

| Americas | | | | | | | | |

| | | | Bloomington, Indiana | | | Owned/Leased(1) | | |

| | | | Opelika, Alabama | | | Owned | | |

| APAC | | | | | | | | |

| | | | Canlubang, Philippines | | | Leased | | |

| EMEA | | | | | | | | |

| | | | Halle, Germany | | | Owned | | |

| Hillrom | | | | | | | | |

| | | | Navan, County Meath, Ireland | | | Owned | | |

As of February [removed: 9, 2023,] [added: 8, 2024,] the following serve as Baxter’s executive officers:

Almeida*, age [removed: 60,] [added: 61,] is [removed: Chairman,] [added: Chair,] President and Chief Executive Officer, having served in that capacity since January 2016.

*James Borzi*, age [removed: 60,] [added: 61,] is [removed: Senior] [added: Executive] Vice [removed: President,] [added: President and] Chief Supply Chain Officer.

Prior to joining GE Healthcare, he [removed: spent five years with Becton Dickinson (BD)] [added: served] in various manufacturing operations leadership [removed: roles; his last role with BD was] [added: roles at Becton Dickinson (BD), including] Executive Vice President of Global Operations and Chief Supply Chain [removed: Officer.][added: Officer from 2013 to 2019.]

[removed: *Jacqueline Kunzler*, Ph.D.,] [added: Grade,*] age [removed: 57,] [added: 53,] is [removed: Senior] [added: Executive] Vice President and Chief [removed: Quality] [added: Financial] Officer.

Rosenbloom*, age [removed: 63,] [added: 64,] is [removed: Senior] [added: Executive] Vice President and General Counsel.

Mr. Rosenbloom joined Baxter from McDermott Will & Emery (McDermott), where he served as a partner for 24 years and Global Head of the Litigation Practice Group from [removed: 2017-2022.][added: 2017 to 2022.]

All executive officers hold office until the next annual election of officers [removed: and] [added: or] until their respective successors are elected and qualified.

Mr. Borzi is a senior advisor to the NAI Group, a Pritzker Private Capital company.

*Joel T.

Mr. Grade joined Baxter in 2023 following a 25-year career with Sysco Corporation (Sysco), the world’s global foodservice leader.

He most recently served as Sysco’s Executive Vice President, Corporate Development from 2020 to 2023.

His previous roles at Sysco included Executive Vice President and Chief Financial Officer from 2015 to 2020, Senior Vice President of Finance and Chief Accounting Officer, and Senior Vice President of foodservice operations.

He currently serves as a member of Northwestern University-Kellogg School of Business Financial Network Advisory Board and the Dean’s External Advisory Board of the University of Wisconsin School of Business.

*Heather Knight,* age 52, is Executive Vice President and Group President, Medical Products & Therapies.

She was appointed to her role leading Medical Products & Therapies in 2023 after serving as President, Acute Therapies, Clinical Nutrition, Medication Delivery, Latin America and Canada since 2021.

She previously served as General Manager, U.S. Hospital Products from 2019 to 2021.

Ms. Knight joined Baxter in 2019 from Medtronic plc (Medtronic), where she served as Vice President/General Manager of the global gynecologic health, colorectal health and hernia businesses from 2016 to 2019.

She has nearly 30 years of experience across the pharmaceutical and medical device industries in roles of increasing responsibility.

Prior to joining Medtronic, she held key commercial leadership positions at Kendal Healthcare, Tyco Healthcare, and Covidien.

Ms. Knight is a member of the Board of Chanell Medsystems, a medical device company dedicated to empowering every woman to take control of her health journey and live her best life, and Technovation, a global technology education nonprofit that inspires girls to be leaders and problem solvers in their lives and their community.

She previously served as a member of the Board of Titan Medical Inc.

Mason*, Ph.D., age 68, is Executive Vice President and Chief Human Resources Officer having served in that capacity since 2006.

*Reazur Rasul*, age 47, is Executive Vice President and Group President, Healthcare Systems & Technologies.

He was appointed to his current role in 2023 after serving as President of Front Line Care since 2022.

Prior to that, Mr.

Rasul served as General Manager for the Acute Therapies & Medication Delivery businesses from 2021 to 2022, and General Manager, for the Acute Therapies business from 2017 to 2021.

Before joining Baxter in 2017, he worked with Hewlett Packard Enterprise where he was Vice President and General Manager of the Global Cloud infrastructure business.

Previously, he worked with GE Healthcare where he held several roles of increasing responsibility in business leadership and strategy, including General Manager of the Global Interventional Cardiology business.

Mr. Rasul began his professional career with Toyota Motor Corporation and ultimately held multiple leadership positions in strategy, product development and operations.

*Alok Sonig*, age 51, is Executive Vice President and Group President, Pharmaceuticals.

He was appointed to his new role in 2023 after serving as President since 2022.

Mr. Sonig joined Baxter in 2022 from Lupin, Inc. (Lupin), where he served as U.S. CEO and Global Head of R&D and Biosimilars from 2018 to 2022.

He brings more than 25 years of experience in the life sciences industry.

Prior to Lupin, Mr. Sonig served as CEO of Developed Markets (U.S., Canada, Europe, and Japan) at Dr. Reddy’s Laboratories.

He also spent more than 15 years at Bristol Myers Squibb, where he held several positions of increasing responsibility in general management, global strategy and marketing.

Mr. Sonig is currently a member of the Advisory Boards for the American University, Kogod School of Business, and Sentry Sciences, Inc., and is a member of the Board of the Southern Asian Pharmaceutical Council.

*Christopher A.

Toth*, age 44, is Executive Vice President and Group President, Kidney Care.

Mr. Toth assumed his responsibilities at Baxter in June 2023 and has been selected as the Chief Executive Officer of the independent company to emerge from the proposed separation of our Kidney Care business into an independent company.

Before joining Baxter, he served as Chief Executive Officer of Varian, a Siemens Healthineers Company from 2021 to 2023.

Prior to this, he held numerous executive leadership roles across a two-decade career with Varian, including as President and Chief Operating Officer from 2019 to 2021, President of Varian Oncology Systems from 2018 to 2019; and President of Global Commercial and Field Operations.

Mr. Toth was previously a member of the U.S. India Strategic Partnership Forum Board and President Biden’s Advisory Council on Doing Business in Africa.

He also previously served as director and chairman of the Board for the Advanced Medical Technology Association (AdvaMed).

*Steven Flynn*, age 51, is Senior Vice President and President APAC.

Mr. Flynn joined Baxter in 2006 and prior to being promoted to President, APAC, in 2022, he spent several years leading Baxter’s Australia and New Zealand business.

Mr. Flynn has more than 27 years of experience working in the automotive, logistics and healthcare industries.

As a Senior Commercial Executive, he held a variety of roles including sales, marketing, business development, market access, and general management.

Earlier in his career, he held a number of commercial roles with increasing responsibility at Ceva Logistics (formerly known as Thomas Nationwide Transport) and General Motors Holden Limited.

He also served as a board member for six years – including the last four years of his term as vice chairman at the Medical Technology Association of Australia from 2015 to 2021.

*Cristiano Franzi*, age 60, is Senior Vice President and President, EMEA.

Mr. Franzi joined Baxter in September 2017 from Medtronic, where he served as Vice President and President, Minimally Invasive Therapies Group EMEA from 2015 to August 2017.

He served as President EMEA at Covidien prior to Medtronic’s acquisition of Covidien.

He joined Covidien in 2009 and held roles of increasing responsibility during his tenure.

He held a number of commercial and functional roles across Europe, the Middle East and Africa at ev3 Endovascular, Inc., Boston Scientific Corporation and Becton, Dickinson & Co. earlier in his career.

He served as a member of the Board of Directors of Eucomed Medical Technology (Eucomed) from 2013 to 2015, from 2018 to 2019 and again from 2021.

He currently serves as a member of Eucomed.

Ms. Kunzler joined Baxter in 1993 and has served in roles of increasing responsibility across Baxter’s research & development, international marketing, and quality organizations, most recently as Senior Vice President, Chief Quality Officer.

Mason*, Ph.D., age 67, is Senior Vice President, Human Resources.

*James K.

Saccaro*, age 50, is Executive Vice President and Chief Financial Officer.

Mr. Saccaro was Senior Vice President and Chief Financial Officer at Hill-Rom Corporation prior to rejoining Baxter in 2014.

He originally joined Baxter in 2002 as Manager of Strategy for our BioScience business, and over the years assumed positions of increasing responsibility, including Vice President of Financial Planning, Vice President of Finance for our operations in Europe, the Middle East and Africa and Corporate Vice President and Treasurer.

He previously held strategy and business development positions at Clear Channel Communications and the Walt Disney Company.

During the fourth quarter of [removed: 2022,] [added: 2023,] we did not repurchase any shares under this authority.

The remaining authorization under this program totaled approximately [removed: $1.3] [added: $1.30] billion at December 31, [removed: 2022.][added: 2023.]

Our common stock is listed on the New [removed: York, Chicago] [added: York] and [removed: SIX Swiss] [added: Chicago] stock exchanges.

As of January 31, [removed: 2023,] [added: 2024,] there were [removed: 20,076] [added: 19,117] holders of record of our common stock.

[removed: ][added: ]

In July 2012, the Board of Directors authorized a share repurchase program and the related authorization was subsequently increased a number of times.

1 TSR calculations (as provided by FactSet) include reinvested dividends.

On July 25, 2012, we announced that our Board of Directors authorized us to repurchase up to $2.0 billion of our common stock on the open market or in private transactions.

The Board of Directors increased this authority by $1.5 billion in each of November 2016 and February 2018, by an additional $2.0 billion in November 2018 and by an additional $1.5 billion in October 2020.

| as of December 31 (in millions, except share information) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Cash and cash equivalents | | | $ | [removed: 1,718] [added: 3,194] | | [added: $] | [added: 1,718] | | $ | 2,951 | |

| Accounts receivable, net of allowance of [removed: $114] [added: $129] in [removed: 2022] [added: 2023] and [removed: $122] [added: $114] in [removed: 2021] [added: 2022] | | | [removed: 2,659] [added: 2,690] | | | | | | [removed: 2,629] [added: 2,571] | | |

| Prepaid expenses and other current assets | | | [removed: 916] [added: (40)] | | | [added: (49)] | | | [removed: 839] [added: (35)] | | |

| Total current assets | | | [removed: 8,011] [added: 9,600] | | | | | | [removed: 8,872] [added: 8,011] | | |

| Property, plant and equipment, net | | | [removed: 4,979] [added: $] | [added: 52] | | | | | [removed: 5,178] [added: $] | [added: 48] | |

| Other intangible assets, net | | | [removed: 6,793] [added: 6,079] | | | | | | [removed: 7,792] [added: 6,793] | | |

| Operating lease right-of-use assets | | | [removed: 550 | | | | | | 630] [added: 9] | | |

| Other non-current assets | | | [removed: 1,111 | | | | | | 1,213] [added: 2] | | |

| Total assets | | | $ | [removed: 28,287] [added: 28,276] | | | | | $ | [removed: 33,521] [added: 28,287] | |

| Short-term debt | | | $ | [removed: 299] [added: —] | | | | | $ | [removed: 301] [added: 299] | |

| Current maturities of long-term debt and finance lease obligations | | | [removed: 1,105] [added: 2,668] | | | | | | [removed: 210] [added: 1,105] | | |

| Accounts payable | | | [removed: 1,139 | | | | | | 1,246] [added: $] | [added: 29] | |

| Accrued expenses and other current liabilities | | | [removed: 2,202 | | | | | | 2,479] [added: 32] | | |

| Total current liabilities | | | [removed: 4,745] [added: 6,503] | | | | | | [removed: 4,236] [added: 4,745] | | |

| Long-term debt and finance lease obligations | | | [removed: 15,232] | | | [added: $] | [added: 11,130] | | [removed: 17,149] | | | [added: $ | 15,232 | |]

| Operating lease liabilities | | | [removed: 456 | | | | | | 522] [added: 9] | | |

| Other non-current liabilities | | | [removed: 1,959 | | |] [added: 46] | | | [removed: 2,493] [added: 40] | | |

| Total liabilities | | | [removed: 22,392] [added: 19,808] | | | | | | [removed: 24,400] [added: 22,392] | | |

| Common stock, $1 par value, authorized 2,000,000,000 shares, issued 683,494,944 shares in [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | 683 | | | | | | 683 | | |

| Common stock in treasury, at cost, [removed: 179,062,594] [added: 175,861,893] shares in [removed: 2022] [added: 2023] and [removed: 181,879,516] [added: 179,062,594] shares in [removed: 2021] [added: 2022] | | | [removed: (11,389)] [added: (11,230)] | | | | | | [removed: (11,488)] [added: (11,389)] | | |

| Additional contributed capital | | | [removed: 6,322] [added: 6,389] | | | | | | [removed: 6,197] [added: 6,322] | | |

| Retained earnings | | | [removed: 14,050] [added: 16,114] | | | | | | [removed: 17,065] [added: 14,050] | | |

| Accumulated other comprehensive [removed: (loss)] income [added: (loss)] | | | [removed: (3,833)] [added: (3,554)] | | | | | | [removed: (3,380)] [added: (3,833)] | | |

| Total Baxter stockholders’ equity | | | [removed: 5,833] [added: 8,402] | | | | | | [removed: 9,077] [added: 5,833] | | |

| Noncontrolling interests | | | [removed: 62] [added: 66] | | | | | | [removed: 44] [added: 62] | | |

| Total equity | | | [removed: 5,895] [added: 8,468] | | | | | | [removed: 9,121] [added: 5,895] | | |

| Total liabilities and equity | | | $ | [removed: 28,287] [added: 28,276] | | | | | $ | [removed: 33,521] [added: 28,287] | |

| years ended December 31 (in millions, except per share data) | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

| Selling, general and administrative expenses | | | [removed: 3,887] [added: 45] | | | [removed: 2,867] [added: 28] | | | [removed: 2,469] [added: 22] | | |

| Research and development expenses | | | [removed: 605] [added: 1] | | | [removed: 534] [added: 3] | | | [removed: 521] [added: 3] | | |

| Goodwill impairments | | | [removed: 2,812] [added: —] | | | [removed: —] [added: 2,812] | | | — | | |

| Other operating expense (income), net | | | [removed: 36] [added: (28)] | | | [removed: (6)] [added: 36] | | | [removed: (19)] [added: (6)] | | |

| Interest expense, net | | | [removed: 395] [added: 442] | | | [removed: 192] [added: 395] | | | [removed: 134] [added: 193] | | |

| Other (income) expense, net | | | [removed: 15] [added: 51] | | | [removed: 41] [added: 12] | | | [removed: 190] [added: 41] | | |

| Income tax [removed: expense] (benefit) [added: expense] | | | [removed: 68] [added: (34)] | | | [removed: 182] [added: 4] | | | [removed: 182] [added: 83] | | |

| Net income (loss) | | | [removed: (2,421)] [added: 2,663] | | | [removed: 1,295] [added: (2,421)] | | | [removed: 1,110] [added: 1,295] | | |

| Net income attributable to noncontrolling interests | | | [removed: 12] [added: 7] | | | [removed: 11] [added: 12] | | | [removed: 8] [added: 11] | | |

| Net income (loss) attributable to Baxter stockholders | | | $ | [removed: (2,433)] [added: 2,656] | | $ | [removed: 1,284] [added: (2,433)] | | $ | [removed: 1,102] [added: 1,284] | |

| [removed: Earnings] [added: Net Income] (loss) per [added: common] share | | | | | | | | | | | |

| Inventories | | | 2,824 | | | | | | 2,679 | | |

| Current assets of discontinued operations | | | — | | | | | | 186 | | |

| Goodwill | | | 6,514 | | | | | | 6,452 | | |

| Non-current assets of discontinued operations | | | — | | | | | | 686 | | |

| Current liabilities of discontinued operations | | | — | | | | | | 61 | | |

| Operating lease liabilities | | | 438 | | | | | | 447 | | |

| Non-current liabilities of discontinued operations | | | — | | | | | | 120 | | |

| Cost of sales | | | 9,838 | | | 9,440 | | | 7,426 | | |

| Gross margin | | | 4,975 | | | 5,066 | | | 4,720 | | |

| Selling, general and administrative expenses | | | 3,946 | | | 3,859 | | | 2,845 | | |

| Research and development expenses | | | 667 | | | 602 | | | 531 | | |

| Income (loss) from continuing operations before income taxes | | | (103) | | | (2,650) | | | 1,116 | | |

| Income (loss) from continuing operations | | | (69) | | | (2,654) | | | 1,033 | | |

| Income from discontinued operations, net of tax | | | 2,732 | | | 233 | | | 262 | | |

| Income (loss) from continuing operations per common share | | | | | | | | | | | |

| Basic | | | $ | (0.15) | | $ | (5.29) | | $ | 2.04 | |

| Diluted | | | $ | (0.15) | | $ | (5.29) | | $ | 2.01 | |

| Income from discontinued operations per common share | | | | | | | | | | | |

| Basic | | | $ | 5.40 | | $ | 0.46 | | $ | 0.52 | |

| Diluted | | | $ | 5.40 | | $ | 0.46 | | $ | 0.52 | |

| Income (loss) from continuing operations | | | $ | (69) | | $ | (2,654) | | $ | 1,033 | |

| Comprehensive income (loss) from continuing operations | | | 26 | | | (3,091) | | | 1,014 | | |

| Income from discontinued operations, net of tax | | | 2,732 | | | 233 | | | 262 | | |

| Other comprehensive income (loss) from discontinued operations | | | | | | | | | | | |

| Currency translation adjustments, net of tax expense (benefit) of zero in 2023, 2022 and 2021 | | | 185 | | | (34) | | | (56) | | |

| Pension and other postretirement benefit plans, net of tax expense of zero in 2023, 2022 and 2021 | | | (4) | | | 18 | | | 9 | | |

| Total other comprehensive income from discontinued operations | | | 181 | | | (16) | | | (47) | | |

| Comprehensive income from discontinued operations | | | 2,913 | | | 217 | | | 215 | | |

| Balance as of December 31, 2023 | | | 683 | | | $ | 683 | | 176 | | | $ | (11,230) | | $ | 6,389 | | $ | 16,114 | | $ | (3,554) | | $ | 8,402 | | $ | 66 | | $ | 8,468 | |

| Less: Income from discontinued operations, net of tax | | | 2,732 | | | 233 | | | 262 | | |

| Loss from continuing operations | | | (69) | | | (2,654) | | | 1,033 | | |

| Depreciation and amortization | | | 1,263 | | | 1,380 | | | 867 | | |

| Deferred income taxes | | | (499) | | | (230) | | | (161) | | |

| Goodwill impairments | | | — | | | 2,812 | | | — | | |

| Other long-lived asset impairments | | | 470 | | | 9 | | | 11 | | |

| Inventories | | | (114) | | | (367) | | | (27) | | |

| Accounts payable | | | 107 | | | (73) | | | 105 | | |

| Accrued expenses and other current liabilities | | | 412 | | | (221) | | | 207 | | |

| Other | | | (31) | | | (106) | | | (137) | | |

| Cash flows from operations – continuing operations | | | 1,702 | | | 1,031 | | | 2,026 | | |

| Inventories | | | 2,718 | | | | | | 2,453 | | |

| Goodwill | | | 6,843 | | | | | | 9,836 | | |

| Net sales | | | $ | 15,113 | | $ | 12,784 | | $ | 11,673 | |

| Cost of sales | | | 9,716 | | | 7,679 | | | 7,086 | | |

| Gross margin | | | 5,397 | | | 5,105 | | | 4,587 | | |

| Operating income (loss) | | | (1,943) | | | 1,710 | | | 1,616 | | |

| Income (loss) before income taxes | | | (2,353) | | | 1,477 | | | 1,292 | | |

| Balance as of January 1, 2020 | | | 683 | | | $ | 683 | | 177 | | | $ | (10,764) | | $ | 5,955 | | $ | 15,718 | | $ | (3,710) | | $ | 7,882 | | $ | 30 | | $ | 7,912 | |

| Adoption of new accounting standard | | | — | | | — | | | — | | | — | | | — | | | (4) | | | — | | | $ | (4) | | — | | | $ | (4) | |

| Other changes in noncontrolling interests | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 11 | | | 11 | | |

| Depreciation and amortization | | | 1,403 | | | 890 | | | 823 | | |

| Deferred income taxes | | | (225) | | | (146) | | | (88) | | |

| Settlement of interest rate derivative contracts | | | — | | | — | | | (173) | | |

| Inventories | | | (361) | | | (37) | | | (162) | | |

| Other | | | (128) | | | (125) | | | (97) | | |

| Cash flows from operations | | | 1,211 | | | 2,222 | | | 1,868 | | |

| Capital expenditures | | | (679) | | | (743) | | | (709) | | |

| Purchases of treasury stock | | | (32) | | | (600) | | | (500) | | |

We operate in four segments: Americas, EMEA, APAC and Hillrom which are described in Note 17.

While completion of the proposed spinoff is subject to satisfaction of customary conditions, we are targeting completion of the planned separation in 12 to 18 months after the initial announcement.

COVID-19

Our global operations expose us to risks associated with public health crises and epidemics/pandemics, such as the novel strain of coronavirus (COVID-19).

COVID-19 has had, and we expect will continue to have, an adverse impact on our operations, supply chains and distribution systems and has increased and we expect will continue to increase our expenses.

Over the course of the pandemic, our business has been impacted by shifting healthcare priorities and significant volatility in the demand for our products.

For further information about our revenues by product category, refer to Note 10.

Significant uncertainty remains regarding the duration and overall impact of the COVID-19 pandemic.

Concerns remain regarding the pace of economic recovery due to virus resurgence across the globe from the Omicron variants, subvariants and other virus mutations.

The U.S. and other governments may continue existing measures or implement new restrictions and other requirements in light of the continuing spread of the pandemic (including with respect to moratoriums on elective procedures and mandatory quarantines and travel restrictions).

Due to the uncertainty caused by the pandemic, our operating performance and financial results, particularly in the short term, may be subject to continued volatility.

Our three legacy Baxter geographic segments including acute and chronic dialysis therapies; sterile IV solutions; infusion systems and devices; parenteral nutrition therapies; inhaled anesthetics; generic injectable pharmaceuticals; and surgical hemostat and sealant products.

For example, our Americas segment includes contract manufacturing arrangements, our Hillrom segment includes digital and connected care solutions and collaboration tools that are implemented over time and all our segments include equipment leases and certain subscription software and licensing arrangements.

In 2021, we changed the measurement date of our annual goodwill impairment test from December 31 to November 1.

This change better aligns the timing of the goodwill impairment test with our long-term business planning process.

The change was not material to our consolidated financial statements as it did not result in the delay, acceleration or avoidance of an impairment charge.

In 2021, we changed the measurement date of our annual indefinite-lived intangible asset impairment tests

from December 31 to November 1.

This change better aligns the timing of the impairment tests with our long-term business planning process.

We recognized $2.8 billion of goodwill impairment charges and $332 million of pre-tax impairment charges related to those indefinite-lived intangible assets.

See Note 4, Goodwill and Other Intangible Assets, Net for further information about those impairments.

We

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, [removed: 2022.][added: 2023.]

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2022.][added: 2023.]

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies [added: or procedures] may deteriorate.

Management performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on that assessment under the framework in *Internal Control-Integrated Framework (2013)*, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

PART III

Certain of our officers and directors have made elections to participate in, and are participating in, our employee stock purchase plan or have made, and may from time to time make, elections to have shares withheld to cover withholding taxes or pay the exercise price of options, which may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

Not Applicable.

PART III

Refer to information under the captions entitled “Corporate Governance at Baxter International Inc. — Proposal 1 — Election of Directors,” “— Board of Directors — Nomination of Directors,” “— Committees of the Board — Audit Committee,” “— Board Responsibilities — Code of Conduct,” and “Ownership of Baxter Stock — Delinquent Section 16(a) Reports” in Baxter’s definitive proxy statement to be filed with the Securities and Exchange Commission and delivered to stockholders in connection with the Annual Meeting of Stockholders expected to be held on May [removed: 2, 2023] [added: 7, 2024] (the Proxy Statement), all of which information is incorporated herein by reference.

The following table provides information relating to shares of common stock that may be issued under our existing equity compensation plans as of December 31, [removed: 2022.][added: 2023.]

| Equity Compensation Plans [added: Not] Approved by Stockholders | | | [removed: 22,119,806] [added: 52,245] | | | | | | [removed: (1)] [added: (4)] | | | | | | $ | [removed: 63.51] [added: —] | | | | | [removed: (2)] | | | | | | [removed: 44,003,587] [added: —] | | | | | | [removed: (3)] | | |

(2)Restricted stock units [added: (RSUs)] and performance share units [added: (PSUs)] are excluded when determining the weighted-average exercise price of outstanding options.

(3)Includes (i) [removed: 10,409,827] [added: 9,040,834] shares of common stock available for purchase under the Employee Stock Purchase Plan and (ii) [removed: 33,593,760] [added: 20,494,735] shares of common stock available under the 2021 Incentive Plan.

(4)Includes [removed: 146,798] [added: 52,245] of outstanding replacement RSUs granted to holders of Hillrom equity awards at closing of the Hillrom acquisition.

(5)Includes outstanding awards of [removed: 19,641,273] [added: 19,467,050] stock options, which have a weighted-average exercise price of [removed: $63.51] [added: $59.35] and a weighted-average remaining term of 5.3 years, [removed: 1,912,082] [added: 4,005,462] shares of common stock issuable upon vesting of [removed: restricted stock units,] [added: RSUs,] and [removed: 697,865] [added: 729,130] shares of common stock reserved for issuance in connection with [removed: performance share unit] [added: PSU] grants.

| Equity Compensation Plans Approved by Stockholders | | | 24,286,290 | | | | | | (1) | | | | | | $ | 59.35 | | | | | (2) | | | | | | 29,535,570 | | | | | | (3) | | |

| Total | | | 24,338,535 | | | | | | (5) | | | | | | $ | 59.35 | | | | | (2) | | | | | | 29,535,570 | | | | | | | | |

| Equity Compensation Plans Not Approved by Stockholders | | | 146,798 | | | | | | (4) | | | | | | $ | — | | | | | | | | | | | — | | | | | | | | |

| Total | | | 22,266,604 | | | | | | (5) | | | | | | $ | 63.51 | | | | | (2) | | | | | | 44,003,587 | | | | | | | | |

Refer to the information under the [removed: first paragraph of the] caption entitled “Corporate [removed: Governance—at] [added: Governance at] Baxter International Inc.—Board of [removed: Directors” and the captions entitled] [added: Directors,”] “Corporate Governance at Baxter International Inc.—Board [removed: Responsibilities—Director] [added: of Directors—Director] Independence” and “Corporate Governance at Baxter International [removed: Inc.—Other Corporate Governance Information—Certain] [added: Inc.—Board Responsibilities—Certain] Relationships and Related Person Transactions” in the Proxy Statement, all of which information is incorporated herein by reference.

Refer to the information under the caption entitled “Audit [removed: Matters — Audit] [added: Matters—Audit] and Non-Audit Fees” and “—Pre-Approval of Audit and Permissible Non-Audit Fees” in the Proxy Statement, all of which information is incorporated herein by reference.

| | | | [Consolidated Balance [removed: Sheets](#iaf52cd04cebc40b3840281c989335e6b_70)] [added: Sheets](#i07617ba54a2545699a185a64dfa20a99_70)] | | | 48 | | |

| | | | [Consolidated Statements of Income [removed: (Loss)](#iaf52cd04cebc40b3840281c989335e6b_73)] [added: (Loss)](#i07617ba54a2545699a185a64dfa20a99_73)] | | | 49 | | |

| | | | [Consolidated Statements of Comprehensive Income [removed: (Loss)](#iaf52cd04cebc40b3840281c989335e6b_76)] [added: (Loss)](#i07617ba54a2545699a185a64dfa20a99_76)] | | | 50 | | |

| | | | [Consolidated Statements of Changes in [removed: Equity](#iaf52cd04cebc40b3840281c989335e6b_82)] [added: Equity](#i07617ba54a2545699a185a64dfa20a99_82)] | | | 51 | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#iaf52cd04cebc40b3840281c989335e6b_85)] [added: Flows](#i07617ba54a2545699a185a64dfa20a99_85)] | | | 52 | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#iaf52cd04cebc40b3840281c989335e6b_88)] [added: Statements](#i07617ba54a2545699a185a64dfa20a99_88)] | | | 54 | | |

| | | | [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#iaf52cd04cebc40b3840281c989335e6b_145) [](#iaf52cd04cebc40b3840281c989335e6b_145)238[)](#iaf52cd04cebc40b3840281c989335e6b_145)] [added: ID](#i07617ba54a2545699a185a64dfa20a99_145) [](#i07617ba54a2545699a185a64dfa20a99_145)238[)](#i07617ba54a2545699a185a64dfa20a99_145)] | | | 105 | | |

| | | | All [removed: other] schedules have been omitted because they are not applicable or not required. | | | | | |

| | | | | | | | | |

| | | | [Schedule II — Qualifying and Valuation accounts for each of the three years in the period ended December 31, 20](#iaf52cd04cebc40b3840281c989335e6b_187)[2](#iaf52cd04cebc40b3840281c989335e6b_187)[2](#iaf52cd04cebc40b3840281c989335e6b_187) | | | 117 | | |

| 2.1 | | | [Agreement and Plan of Merger, dated September 1, 2021, among Hill-Rom Holdings, Inc., the Company and Bel Air Subsidiary, Inc. (incorporated by reference to Exhibit 2.1 [removed: to the Company’s] [added: to](http://www.sec.gov/Archives/edgar/data/0000010456/000119312521263688/d222750dex21.htm) [Baxter Internation](http://www.sec.gov/Archives/edgar/data/0000010456/000119312521263688/d222750dex21.htm)[a](http://www.sec.gov/Archives/edgar/data/0000010456/000119312521263688/d222750dex21.htm)[l Inc.](http://www.sec.gov/Archives/edgar/data/0000010456/000119312521263688/d222750dex21.htm)[’s] Current Report on Form 8-K, filed on September 2, [removed: 2021).](https://www.sec.gov/Archives/edgar/data/0000010456/000119312521263688/d222750dex21.htm)] [added: 2021).](http://www.sec.gov/Archives/edgar/data/0000010456/000119312521263688/d222750dex21.htm)] | | |

| 3.1 | | | [removed: [A](https://www.sec.gov/Archives/edgar/data/10456/000119312522143745/d147479dex31.htm)[mended] [added: [Amended] and Restated [removed: Certific](https://www.sec.gov/Archives/edgar/data/10456/000119312522143745/d147479dex31.htm)[ate] [added: Certificate] of Incorporation of [removed: Baxt](https://www.sec.gov/Archives/edgar/data/10456/000119312522143745/d147479dex31.htm)[er] [added: Baxter] International Inc. (incorporated by reference to Exhibit 3.1 [removed: to the Company's] [added: to](http://www.sec.gov/Archives/edgar/data/10456/000119312522143745/d147479dex31.htm) [Baxter International Inc.](http://www.sec.gov/Archives/edgar/data/10456/000119312522143745/d147479dex31.htm)['s] Current Report on Form 8-K, filed on May 6, [removed: 2022).](https://www.sec.gov/Archives/edgar/data/10456/000119312522143745/d147479dex31.htm)] [added: 2022).](http://www.sec.gov/Archives/edgar/data/10456/000119312522143745/d147479dex31.htm)] | | |

| 3.2 | | | [removed: [B](https://www.sec.gov/Archives/edgar/data/10456/000119312522143745/d147479dex32.htm)[ylaws, as amended] [added: [Amended] and [removed: restated on] [added: Restated Bylaws, dated] May [removed: 5, 2022](https://www.sec.gov/Archives/edgar/data/10456/000119312522143745/d147479dex32.htm) [(incorporated by](https://www.sec.gov/Archives/edgar/data/10456/000119312522143745/d147479dex32.htm) [refer](https://www.sec.gov/Archives/edgar/data/10456/000119312522143745/d147479dex32.htm)[ence] [added: 6, 2023 (incorporated by reference] to Exhibit [removed: 3.2] [added: 3.1] to [removed: the Company's Curre](https://www.sec.gov/Archives/edgar/data/10456/000119312522143745/d147479dex32.htm)[nt] [added: Baxter International Inc.'s Current] Report on Form [removed: 8-K](https://www.sec.gov/Archives/edgar/data/10456/000119312522143745/d147479dex32.htm)[,] [added: 8-K,] filed on May [removed: 6, 2022).](https://www.sec.gov/Archives/edgar/data/10456/000119312522143745/d147479dex32.htm)] [added: 9, 2023).](http://www.sec.gov/Archives/edgar/data/10456/000119312523138972/d406146dex31.htm)] | | |

| [removed: 4.2] [added: 4.3] | | | [Indenture, dated August 8, 2006, between the Company and J.P. Morgan Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 [removed: to the Company’s] [added: to](http://www.sec.gov/Archives/edgar/data/10456/000095013706008933/c07629exv4w1.htm) [Baxter International Inc.](http://www.sec.gov/Archives/edgar/data/10456/000095013706008933/c07629exv4w1.htm)[’s] Current Report on Form 8-K, filed on August 9, 2006).](http://www.sec.gov/Archives/edgar/data/10456/000095013706008933/c07629exv4w1.htm) | | |

| [removed: 4.3] [added: 4.4] | | | [Second Supplemental Indenture, dated December 7, 2007, between the Company and The Bank of New York Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association), as Trustee (including form of 6.250% Senior Note due 2037) (incorporated by reference to Exhibit 4.1 to [removed: the Company’s] [added: Baxter International Inc.’s] Current Report on Form 8-K, filed on December 7, 2007).](http://www.sec.gov/Archives/edgar/data/10456/000095013707018293/c22126exv4w1.htm) | | |

| [removed: 4.4] [added: 4.5] | | | [Eighth Supplemental Indenture, dated August 13, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association), as Trustee (including forms of 2.400% Senior Notes due 2022 and 3.650% Senior Notes due 2042) (incorporated by reference to Exhibit 4.1 to [removed: the Company’s] [added: Baxter International Inc.’s] Current Report on Form 8-K, filed on August 13, 2012).](http://www.sec.gov/Archives/edgar/data/10456/000119312512351947/d396975dex41.htm) | | |

| [removed: 4.5] [added: 4.6] | | | [Ninth Supplemental Indenture, dated June 11, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association), as Trustee (including form of 4.500% Senior Notes due 2043) (incorporated by reference to Exhibit 4.1 to [removed: the Company’s] [added: Baxter International Inc.’s] Current Report on Form 8-K, filed on June 11, 2013).](http://www.sec.gov/Archives/edgar/data/10456/000119312513254412/d552141dex41.htm) | | |

| [removed: 4.6] [added: 4.7] | | | [Tenth Supplemental Indenture, dated August 13, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (including forms of 1.700% Senior Notes due 2021, 2.600% Senior Notes due 2026 and 3.500% Senior Notes due 2046) (incorporated by reference to Exhibit 4.2 to [removed: the Company’s] [added: Baxter International Inc.’s] Current Report on Form 8-K, filed on August 15, 2016).](http://www.sec.gov/Archives/edgar/data/10456/000119312516682018/d234689dex42.htm) | | |

| [removed: 4.7] [added: 4.8] | | | [Eleventh Supplemental Indenture, dated as of May 30, 2017, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (including form of 1.300% Senior Notes due 2025) (incorporated by reference to Exhibit 4.2 to [removed: the Company’s] [added: Baxter International Inc.’s] Current Report on Form 8-K, filed on May 30, 2017).](http://www.sec.gov/Archives/edgar/data/10456/000119312517186276/d393456dex42.htm) | | |

| [removed: 4.8] [added: 4.9] | | | [Twelfth Supplemental Indenture, dated as of May 15, 2019, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (including form of 0.400% Senior Notes due 2024 and form of 1.300% Senior Notes due 2029) (incorporated by reference to Exhibit 4.2 of [removed: the Company’s] [added: Baxter International Inc.’s] Current Report on Form 8-K, filed on May 15, 2019).](http://www.sec.gov/Archives/edgar/data/10456/000119312519147345/d751331dex42.htm) | | |

| [removed: 4.9] [added: 4.10] | | | [Indenture, dated as of March 26, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to [removed: the Company’s] [added: Baxter International Inc.’s] Current Report on Form 8-K, filed on March 27, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/10456/000156459020013650/bax-ex41_26.htm)] [added: 2020).](http://www.sec.gov/Archives/edgar/data/10456/000156459020013650/bax-ex41_26.htm)] | | |

| [removed: 4.10] [added: 4.11] | | | [First Supplemental Indenture, dated as of March 26, 2020, to the Indenture, dated as of March 26, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (including form of form of 3.950% Senior Notes due 2030) (incorporated by reference to Exhibit 4.2 to [removed: the Company’s] [added: Baxter International Inc.’s] Current Report on Form 8-K, filed on March 27, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/10456/000156459020013650/bax-ex42_25.htm)] [added: 2020).](http://www.sec.gov/Archives/edgar/data/10456/000156459020013650/bax-ex42_25.htm)] | | |

| [removed: 4.11] [added: 4.12] | | | [Second Supplemental Indenture, dated as of November 2, 2020, to the Indenture, dated as of March 26, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, (including form of 1.730% Senior Notes due 2031) (incorporated by reference to Exhibit 4.1 to [removed: the Company’s] [added: Baxter International Inc.’s] Current Report on Form 8-K, filed on November 6, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/10456/000162828020015975/exhibit41-supplemental.htm)] [added: 2020).](http://www.sec.gov/Archives/edgar/data/10456/000162828020015975/exhibit41-supplemental.htm)] | | |

| [removed: 4.12] [added: 4.2] | | | [Description of Securities Registered Under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.9 to [removed: the Company’s] [added: Baxter International Inc.'s] Annual Report on Form 10-K, filed on March 17, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/10456/000162828020003693/bax-20191231xexx49.htm)] [added: 2020).](http://www.sec.gov/Archives/edgar/data/10456/000162828020003693/bax-20191231xexx49.htm)] | | |

| 4.13 | | | [Indenture, dated as of July 29, 2021, between the Company, as Issuer, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to [removed: the Company’s] [added: Baxter International Inc.’s] Registration Statement on Form S-3, filed on July 29, [removed: 2021).](https://www.sec.gov/Archives/edgar/data/0000010456/000119312521228248/d197286dex41.htm)] [added: 2021).](http://www.sec.gov/Archives/edgar/data/0000010456/000119312521228248/d197286dex41.htm)] | | |

| 4.14 | | | [Indenture, dated as of December 1, 2021, between the Company, as Issuer, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to [removed: the Company’s] [added: Baxter International Inc.’s] Current Report on Form 8-K, filed on December 2, [removed: 2021).](https://www.sec.gov/Archives/edgar/data/10456/000119312521346720/d270061dex41.htm)] [added: 2021).](http://www.sec.gov/Archives/edgar/data/10456/000119312521346720/d270061dex41.htm)] | | |

| 4.15 | | | [First Supplemental Indenture, dated as of December 1, 2021, to the Indenture, dated as of December 1, 2021, between the Company and U.S. Bank National Association, as Trustee (including forms of 0.868% Senior Notes due 2023, 1.322% Senior Notes due 2024, 1.915% Senior Notes due 2027, 2.272% Senior Notes due 2028, 2.539% Senior Notes due 2032, 3.132% Senior Notes due 2051, Floating Rate Senior Notes due 2023 and Floating Rate Senior Notes due 2024) (incorporated by reference to Exhibit 4.2 to [removed: the Company’s] [added: Baxter International Inc.’s] Current Report on Form 8-K, filed on December 2, [removed: 2021).](https://www.sec.gov/Archives/edgar/data/10456/000119312521346720/d270061dex42.htm)] [added: 2021).](http://www.sec.gov/Archives/edgar/data/10456/000119312521346720/d270061dex42.htm)] | | |

| 4.16 | | | [Registration Rights Agreement, dated as of December 1, 2021, by and among the Company and J.P. Morgan Securities LLC and Citigroup Global Markets Inc. (as representatives of the initial purchasers) (incorporated by reference to Exhibit 4.3 to [removed: the Company’s] [added: Baxter International Inc.’s] Current Report on Form 8-K, filed on December 2, [removed: 2021).](https://www.sec.gov/Archives/edgar/data/10456/000119312521346720/d270061dex43.htm)] [added: 2021).](http://www.sec.gov/Archives/edgar/data/10456/000119312521346720/d270061dex43.htm)] | | |

| 4.17 | | | [Indenture, dated July 29, 2021, between Baxter International Inc. and U.S. Bank Trust Company, National Association, as successor in interest of U.S. Bank National Association, as trustee for the debt securities (incorporated by reference to Exhibit 4.1 to [removed: the Company's] [added: Baxter International Inc.'s] Current Report on Form S-3ASR, filed on April 28, [removed: 2022).](https://www.sec.gov/Archives/edgar/data/10456/000119312522125536/d310531dex41.htm)] [added: 2022).](http://www.sec.gov/Archives/edgar/data/10456/000119312522125536/d310531dex41.htm)] | | |

| [removed: 4.18] [added: 10.5] | | | [First Amendment, dated as of September 28, 2022, to the Credit Agreement, dated as of September 30, 2021, among Baxter International Inc., as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and certain other financial institutions named therein (incorporated by reference to Exhibit 10.1 to [removed: the Company's] [added: Baxter International Inc.'s] Current Report on Form 8-K, filed on September 30, [removed: 2022).](https://www.sec.gov/Archives/edgar/data/10456/000119312522255523/d378856dex101.htm)] [added: 2022).](http://www.sec.gov/Archives/edgar/data/10456/000119312522255523/d378856dex101.htm)] | | |

| [removed: 4.19] [added: 10.6] | | | [Second Amendment, dated as of September 28, 2022, to the Credit Agreement, dated as of September 30, 2021, as amended by the First Amendment, dated as of September 28, 2022, amount Baxter International Inc., as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and certain other financial institutions named therein (incorporated by reference to Exhibit 10.2 to [removed: the Company's] [added: Baxter International Inc.'s] Current Report on Form 8-K, filed on September 30, [removed: 2022).](https://www.sec.gov/Archives/edgar/data/10456/000119312522255523/d378856dex102.htm)] [added: 2022).](http://www.sec.gov/Archives/edgar/data/10456/000119312522255523/d378856dex102.htm)] | | |

| [removed: 4.20] [added: 10.9] | | | [First Amendment, dated as of September 28, 2022, to the Five-Year Credit Agreement, dated as of September 30, 2021, among Baxter International Inc., as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and certain other financial institutions named therein (incorporated by reference to Exhibit 10.3 to [removed: the Company's] [added: Baxter International Inc.'s] Current Report on Form 8-K, filed on September 30, [removed: 2022).](https://www.sec.gov/Archives/edgar/data/10456/000119312522255523/d378856dex103.htm)] [added: 2022).](http://www.sec.gov/Archives/edgar/data/10456/000119312522255523/d378856dex103.htm)] | | |

| [removed: 4.21] [added: 10.10] | | | [Second Amendment, dated as of September 28, 2022, to the Five-Year Credit Agreement, dated as of September 30, 2021, among Baxter International Inc., as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and certain other financial institutions named therein (incorporated by reference to Exhibit 10.4 to [removed: the Company's] [added: Baxter International Inc.'s] Current Report on Form 8-K, filed on September 30, [removed: 2022).](https://www.sec.gov/Archives/edgar/data/10456/000119312522255523/d378856dex104.htm)] [added: 2022).](http://www.sec.gov/Archives/edgar/data/10456/000119312522255523/d378856dex104.htm)] | | |

| [removed: 4.22] [added: 10.3] | | | [Second Amendment, dated as of September 28, 2022, to the Credit Agreement, dated as of December 20, 2019, as amended by the First Amendment, dated as of October 1, 2021, among Baxter Healthcare SA and Baxter World Trade SRL, as Borrowers, JPMorgan SE, as Administrative Agent and certain other financial institutions named therein (incorporated by reference to Exhibit 10.5 to [removed: the Company's] [added: Baxter International Inc.'s] Current Report on Form 8-K, filed on September 30, [removed: 2022).](https://www.sec.gov/Archives/edgar/data/10456/000119312522255523/d378856dex105.htm)] [added: 2022).](http://www.sec.gov/Archives/edgar/data/10456/000119312522255523/d378856dex105.htm)] | | |

| 10.1 | | | [Credit Agreement, dated as of December 20, 2019, among Baxter Healthcare SA and Baxter World Trade SPRL, as Borrowers, J.P. Morgan Europe Limited, as Administrative Agent and certain other financial institutions named therein (incorporated by reference to Exhibit 10.2 to [removed: the Company’s] [added: Baxter International Inc.’s] Current Report on Form 8-K, filed on December 20, [removed: 2019).](https://www.sec.gov/Archives/edgar/data/10456/000119312519321056/d843903dex102.htm)] [added: 2019).](http://www.sec.gov/Archives/edgar/data/10456/000119312519321056/d843903dex102.htm)] | | |

| 10.2 | | | [First Amendment, dated as of October 1, 2021, to the Credit Agreement, dated as of December 20, 2019, among Baxter Healthcare SA and Baxter World Trade SRL, as Borrowers, the Company, the several banks party thereto, J.P. Morgan AG, as Administrative Agent and each other party thereto (incorporated by reference to Exhibit 10.3 to [removed: the Company’s] [added: Baxter International Inc.’s] Current Report on Form 8-K, filed on October 4, [removed: 2021).](https://www.sec.gov/Archives/edgar/data/10456/000119312521290255/d218121dex103.htm)] [added: 2021).](http://www.sec.gov/Archives/edgar/data/10456/000119312521290255/d218121dex103.htm)] | | |