Baxter International (BAX) risk factors: FY2025 10-K

Item 1A of the 10-K for the period ending 2025-12-31, filed 2026-02-12. 33 risk factor headings as filed. Read Item 1A in full · The whole 10-K · What changed since FY2024

16new since FY2024
5reworded
16removed
12unchanged

Headings mentioning a theme: Tariffs 0 · AI 2 · Cybersecurity 2 · China 0 · Interest rates 1. Compare across the S&P 500.

Risks Relating to Our Business and Financial Performance

13
  1. We are exposed to risks as a result of our strategic actions.new
  2. We may not achieve the anticipated benefits of our significant transactions, including the sale of our Kidney Care business and our acquisition of Hillrom.new
  3. Our significant indebtedness requires us to use a substantial amount of our cash flow for debt service and constrains our ability to pursue growth strategies and advance our R&D capabilities.new
  4. 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 business, results of operations, financial condition and cash flows.
  5. We may be unable to successfully introduce or monetize new and existing products or services or keep pace with changing consumer preferences and needs or advances in technology.new
  6. We may not achieve our financial goals.
  7. Global economic conditions, including inflation, have adversely affected, and could continue to adversely affect, our operations.reworded
  8. We may not be successful in achieving expected operating efficiencies and sustaining or improving operating expense reductions and may experience business disruptions and adverse tax consequences associated with restructuring initiatives.reworded
  9. Continued consolidation in the health care industry or additional governmental controls exerted over pricing and access in key markets could lead to increased demands for price concessions or limit or eliminate our ability to sell to certain of our significant market segments.new
  10. Our operating results and financial condition have fluctuated and may in the future continue to fluctuate.
  11. Management transition creates uncertainties, and any difficulties we experience in managing such transitions, including attracting and retaining our key employees, could adversely affect our business and results of operations.new
  12. Changes in foreign currency exchange rates and interest rates have had, and may in the future have, an adverse effect on our results of operations, financial condition, cash flows, and liquidity.Interest rates
  13. Future material impairments in the value of our goodwill, intangible assets, and other long-lived assets would negatively affect our operating results.

Read these in Item 1A · See the changes

Risks Relating to Our Operations

10
  1. Segments of our business are significantly dependent on major contracts with GPOs, IDNs, and certain other distributors and purchasers.
  2. We may be unable to obtain sufficient components or raw materials on a timely basis or for a cost-effective price.new
  3. We may experience manufacturing, sterilization, supply, or distribution difficulties.new
  4. We have experienced and may continue to experience issues with quality management or product quality.new
  5. We may experience breaches and breakdowns affecting our information technology systems or protected information, including from obsolescence, cyber security breaches and data leakage.newCybersecurity
  6. We are exposed to risks associated with incorporating AI, machine learning and other emerging technologies into our products, services and operations.newAI
  7. We are subject to risks associated with doing business globally.
  8. A portion of our workforce is unionized, and we could face labor disruptions that would interfere with our operations.
  9. The effects of climate change, including legal, regulatory, or market measures related to climate change and other sustainability topics, could adversely affect our business, results of operations, financial condition, and cash flows.reworded
  10. Our commitments, goals, activities, and disclosures related to sustainability and corporate responsibility matters, and the perception of our activities in these areas, may fail to satisfy the differing expectations of key stakeholders on these matters.new

Read these in Item 1A · See the changes

Risks Relating to Legal and Regulatory Matters

8
  1. We are subject to laws and regulations globally, and our failure to comply with rapidly changing and increasingly divergent expectations of regulators in different jurisdictions could adversely impact the company.new
  2. If reimbursement or other payment for our current or future products is reduced or modified in the U.S. or in foreign countries, including through the implementation or repeal of government-sponsored healthcare reform or other similar actions, cost containment measures, or there are changes to policies with respect to pricing, taxation, or rebates, our business could suffer.reworded
  3. Increasing regulatory focus on, and expanding laws relating to, privacy, AI, and cybersecurity could impact our business and expose us to increased liability.rewordedAICybersecurity
  4. We are party to a number of pending lawsuits and other disputes which may adversely impact us.new
  5. We could be subject to fines or damages and possible exclusion from participation in federal or state healthcare programs if we fail to comply with the laws and regulations applicable to our business.
  6. If we are unable to protect or enforce our patents or other proprietary rights, or if we 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.
  7. We may incur additional tax expense or become subject to additional tax liabilities.new
  8. Our Amended and Restated Bylaws could limit our stockholders’ ability to choose their preferred judicial forum for disputes with us or our directors, officers, or employees.

Read these in Item 1A · See the changes

Risks Relating to Our Common Stock

2
  1. We recently decreased our quarterly dividend to $0.01 per share and cannot guarantee that we will increase the amount of dividends we pay, or that we will not cease paying dividends.new
  2. Our common stock price has fluctuated significantly and may continue to do so in the future.

Read these in Item 1A · See the changes

No longer in Item 1A

16

Headings in the FY2024 10-K with no match this year.

  1. We are exposed to risks as a result of our strategic actions, including the recent sale of our Kidney Care business.
  2. We may continue to experience difficulties with our ongoing integration of Hillrom or fail to realize the anticipated benefits of the Hillrom acquisition.
  3. If our business strategy and development activities are unsuccessful, our business, results of operations, financial condition and cash flows could be adversely affected.
  4. Our significant indebtedness requires us to use a substantial amount of our cash flow for debt service and could constrain our flexibility in responding to unanticipated or adverse business conditions and adversely affect our business, results of operations, financial condition and cash flows.
  5. We cannot guarantee that in the future we will not further reduce the amount of dividends we pay.
  6. 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.
  7. Issues with quality management or product quality could have an adverse effect on our business or cause a loss of customer confidence in us or our products, among other negative consequences.
  8. If we fail to attract, develop, retain and engage key employees, including a permanent CEO and other members of our senior management, our business may suffer.
  9. 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. The nature and extent of future impacts are uncertain and unpredictable.
  10. 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 business, results of operations, financial condition and cash flows may be adversely affected.
  11. Breaches and breakdowns affecting our information technology systems or protected information, including from obsolescence, 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.
  12. Incorporating artificial intelligence, machine learning and other emerging technologies into our products, services and operations may result in legal and regulatory risks, reputational harm or have other adverse consequences to our business, financial condition or results of operations.
  13. Our commitments, goals and disclosures related to corporate responsibility matters, and the perception of our activities in these areas, may adversely impact us, including through reputational harm.
  14. We are subject to a number of laws and regulations, non-compliance with which could adversely affect our business, results of operations, financial condition and cash flows, and we are susceptible to a changing regulatory environment.
  15. Changes in tax laws or exposure to additional income tax liabilities may have a negative impact on our operating results.
  16. We are party to a number of pending lawsuits and other disputes which may have an adverse impact on our business, results of operations, financial condition and cash flows.

Headings are the lines of Item 1A set wholly in bold or italics, as the parser reads them, without the introductory paragraph that opens the section. A heading is new when no heading in the prior 10-K matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. Source: the filing on sec.gov.