Baxter International Inc 10-Q for FY2023 Q3

Baxter International Inc (BAX)

10-Q 2023-11-02 For: 2023-09-30

Added on April 11, 2026

About this 10-Q

Baxter International Inc filed this 10-Q on November 2, 2023, covering the quarter ended September 30, 2023 (FY2023 Q3).

Headline figures

Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $3.71B; up 2.7% from $3.61B a year earlier
Net income: $2.51B; compared with a net loss of $2.94B a year earlier
Diluted EPS: $4.93; compared with -$5.83 a year earlier

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		Page Number
PART I.	FINANCIAL INFORMATION	2
Item 1.	Financial Statements (unaudited)	2
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Income (Loss)	3
	Condensed Consolidated Statements of Comprehensive Income (Loss)	4
	Condensed Consolidated Statements of Changes in Equity	5
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	53
Item 4.	Controls and Procedures	54

PART II.	OTHER INFORMATION	55
Item 1.	Legal Proceedings	55
Item 1A.	Risk Factors	55
Item 2.	Unregistered Sales of Equity Securities , Use of Proceeds and Issuer Purchases of Equity Securities	55
Item 5.	Other Information	55
Item 6.	Exhibits	56
Signature		57


	September 30, 2023		December 31, 2022
Current assets:
Cash and cash equivalents	$	5,788	$	1,718
Accounts receivable, net of allowances of $132 in 2023 and $114 in 2022	2,512		2,571
Inventories	2,873		2,679
Prepaid expenses and other current assets	861		857
Current assets of discontinued operations	—		186
Total current assets	12,034		8,011
Property, plant and equipment, net	4,278		4,695
Goodwill	6,407		6,452
Other intangible assets, net	6,230		6,793
Operating lease right-of-use assets	519		541
Other non-current assets	1,188		1,109
Non-current assets of discontinued operations	—		686
Total assets	$	30,656	$	28,287
Current liabilities:
Short-term debt	$	514	$	299
Current maturities of long-term debt and finance lease obligations	1,912		1,105
Accounts payable	1,246		1,110
Accrued expenses and other current liabilities	2,537		2,170
Current liabilities of discontinued operations	—		61
Total current liabilities	6,209		4,745
Long-term debt and finance lease obligations, less current portion	14,067		15,232
Operating lease liabilities	436		447
Other non-current liabilities	1,778		1,848
Non-current liabilities of discontinued operations	—		120
Total liabilities	22,490		22,392
Commitments and contingencies
Equity:
Common stock, $1 par value, authorized 2,000,000,000 shares, issued 683,494,944 shares in 2023 and 2022	683		683
Common stock in treasury, at cost, 176,198,622 shares in 2023 and 179,062,594 shares in 2022	(11,249)		(11,389)
Additional contributed capital	6,368		6,322
Retained earnings	16,015		14,050
Accumulated other comprehensive income (loss)	(3,716)		(3,833)
Total Baxter stockholders’ equity	8,101		5,833
Noncontrolling interests	65		62
Total equity	8,166		5,895
Total liabilities and equity	$	30,656	$	28,287


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Net sales	$	3,708	$	3,609	$	10,928	$	10,761
Cost of sales	2,591		2,564		7,425		7,083
Gross margin	1,117		1,045		3,503		3,678
Selling, general and administrative expenses	1,002		941		2,961		2,958
Research and development expenses	166		151		495		448
Goodwill impairments	—		2,785		—		2,785
Other operating expense (income), net	—		48		(14)		20
Operating income (loss)	(51)		(2,880)		61		(2,533)
Interest expense, net	128		104		369		278
Other (income) expense, net	(7)		61		33		1
Loss from continuing operations before income taxes	(172)		(3,045)		(341)		(2,812)
Income tax benefit	(223)		(54)		(199)		(14)
Income (loss) from continuing operations	51		(2,991)		(142)		(2,798)
Income from discontinued operations, net of tax	2,460		57		2,559		192
Net income (loss)	2,511		(2,934)		2,417		(2,606)
Net income attributable to noncontrolling interests	3		3		6		8
Net income (loss) attributable to Baxter stockholders	$	2,508	$	(2,937)	$	2,411	$	(2,614)
Income (loss) from continuing operations per common share
Basic	$	0.09	$	(5.94)	$	(0.29)	$	(5.58)
Diluted	$	0.09	$	(5.94)	$	(0.29)	$	(5.58)
Income from discontinued operations per common share
Basic	$	4.85	$	0.11	$	5.06	$	0.38
Diluted	$	4.83	$	0.11	$	5.06	$	0.38
Net income (loss) per common share
Basic	$	4.95	$	(5.83)	$	4.76	$	(5.20)
Diluted	$	4.93	$	(5.83)	$	4.76	$	(5.20)
Weighted-average number of shares outstanding
Basic	507		504		506		503
Diluted	509		504		506		503


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Income (loss) from continuing operations	$	51	$	(2,991)	$	(142)	$	(2,798)
Other comprehensive income (loss) from continuing operations, net of tax:
Currency translation adjustments, net of tax expense (benefit) of $10 and $(16) for the three months ended September 30, 2023 and 2022, respectively, and $1 and ($25) for the nine months ended September 30, 2023 and 2022, respectively.	(67)		(274)		(62)		(650)
Pension and other postretirement benefits, net of tax expense (benefit) of zero and $5 for the three months ended September 30, 2023 and 2022, respectively, and ($3) and $13 the nine months ended September 30, 2023 and 2022, respectively.	(1)		15		(12)		47
Hedging activities, net of tax expense (benefit) of $2 and $5 for the three months ended September 30, 2023 and 2022, respectively, and $3 and $8 for the nine months ended September 30, 2023 and 2022, respectively.	5		16		10		27
Available-for-sale debt securities, net of tax expense of zero for the three months ended September 30, 2023 and 2022 and zero and $1 for the nine months ended September 30, 2023 and 2022, respectively.	—		—		—		2
Total other comprehensive loss from continuing operations, net of tax	(63)		(243)		(64)		(574)
Comprehensive loss from continuing operations	(12)		(3,234)		(206)		(3,372)
Income from discontinued operations, net of tax	2,460		57		2,559		192
Other comprehensive income (loss) from discontinued operations
Currency translation adjustments, net of tax expense (benefit) of zero for the three and nine months ended September 30, 2023 and 2022	165		(45)		185		(101)
Pension and other postretirement benefits, net of tax expense (benefit) of zero for the three and nine months ended September 30, 2023 and 2022	(4)		1		(4)		1
Total other comprehensive income (loss) from discontinued operations	161		(44)		181		(100)
Comprehensive income from discontinued operations	2,621		13		2,740		92
Comprehensive income (loss)	2,609		(3,221)		2,534		(3,280)
Less: Comprehensive income attributable to noncontrolling interests	3		3		6		8
Comprehensive income (loss) attributable to Baxter stockholders	$	2,606	$	(3,224)	$	2,528	$	(3,288)


	For the three months ended September 30, 2023
	Baxter International Inc. stockholders' equity
	Common stock shares	Common stock		Common stock shares in treasury	Common stock in treasury		Additional contributed capital		Retained earnings		Accumulated other comprehensive income (loss)		Total Baxter stockholders' equity		Noncontrolling interests		Total equity
Balance as of July 1, 2023	683	$	683	177	$	(11,296)	$	6,341	$	13,655	$	(3,814)	$	5,569	$	62	$	5,631

Net income	—	—		—	—		—		2,508		—		2,508		3		2,511
Other comprehensive income (loss)	—	—		—	—		—		—		98		98		—		98

Stock issued under employee benefit plans and other	—	—		(1)	47		27		—		—		74		—		74
Dividends declared on common stock	—	—		—	—		—		(148)		—		(148)		—		(148)
Change in noncontrolling interests	—	—		—	—		—		—		—		—		—		—
Balance as of September 30, 2023	683	$	683	176	$	(11,249)	$	6,368	$	16,015	$	(3,716)	$	8,101	$	65	$	8,166


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



	For the nine months ended September 30, 2023
	Baxter International Inc. stockholders' equity
	Common stock shares	Common stock		Common stock shares in treasury	Common stock in treasury		Additional contributed capital		Retained earnings		Accumulated other comprehensive income (loss)		Total Baxter stockholders' equity		Noncontrolling interests		Total equity
Balance as of January 1, 2023	683	$	683	179	$	(11,389)	$	6,322	$	14,050	$	(3,833)	$	5,833	$	62	$	5,895

Net income	—	—		—	—		—		2,411		—		2,411		6		2,417
Other comprehensive income (loss)	—	—		—	—		—		—		117		117		—		117

Stock issued under employee benefit plans and other	—	—		(3)	140		46		—		—		186		—		186
Dividends declared on common stock	—	—		—	—		—		(446)		—		(446)		—		(446)
Change in noncontrolling interests	—	—		—	—		—		—		—		—		(3)		(3)
Balance as of September 30, 2023	683	$	683	176	$	(11,249)	$	6,368	$	16,015	$	(3,716)	$	8,101	$	65	$	8,166


	Nine Months Ended September 30,
	2023		2022
Cash flows from operations
Net income (loss)	$	2,417	$	(2,606)
Less: Income from discontinued operations, net of tax	2,559		192
Loss from continuing operations	(142)		(2,798)
Adjustments to reconcile net income to cash flows from operations:
Depreciation and amortization	939		1,054
Deferred income taxes	(597)		(189)
Stock compensation	103		122
Net periodic pension and other postretirement costs	(12)		42
Goodwill impairments	—		2,785
Intangible asset impairments	77		332
Other long-lived asset impairments	461		—
Loss on product divestiture arrangement	—		54
Reclassification of cumulative translation loss to earnings	—		65
Other	45		(34)
Changes in balance sheet items:
Accounts receivable, net	55		(74)
Inventories	(216)		(405)
Prepaid expenses and other current assets	(44)		(106)
Accounts payable	136		81
Accrued expenses and other current liabilities	372		(238)
Other	(80)		(97)


Cash flows from operations - continuing operations	1,097		594
Cash flows from operations - discontinued operations	98		178
Cash flows from operations	1,195		772
Cash flows from investing activities
Capital expenditures	(502)		(438)
Acquisitions, net of cash acquired, and investments	(6)		(206)
Other investing activities, net	19		10
Cash flows from investing activities - continuing operations	(489)		(634)
Cash flows from investing activities - discontinued operations	3,932		(41)
Cash flows from investing activities	3,443		(675)
Cash flows from financing activities
Repayments of debt	(353)		(953)

Net increases in debt with original maturities of three months or less	214		30
Cash dividends on common stock	(439)		(427)
Proceeds from stock issued under employee benefit plans	86		114
Purchases of treasury stock	—		(32)

Other financing activities, net	(62)		(51)
Cash flows from financing activities	(554)		(1,319)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	(14)		(130)
Increase (decrease) in cash, cash equivalents and restricted cash	4,070		(1,352)
Cash, cash equivalents and restricted cash at beginning of period (1)	1,722		2,956
Cash, cash equivalents and restricted cash at end of period (1)	$	5,792	$	1,604


	September 30, 2023		December 31, 2022		September 30, 2022
Cash and cash equivalents	$	5,788	$	1,718	$	1,601
Restricted cash included in prepaid expenses and other current assets	4		4		3
Cash, cash equivalents and restricted cash	$	5,792	$	1,722	$	1,604


	Three months ended September 30,				Nine months ended September 30,
(in millions)	2023		2022		2023		2022
Net sales	$	191	$	164	$	469	$	465
Cost of sales	81		76		216		209
Gross margin	110		88		253		256
Selling, general and administrative expenses	15		6		44		17
Research and development expenses	1		1		2		2

Other (income) expense, net	2		2		2		2
Income from discontinued operations before gain on disposition and income taxes	92		79		205		235
Gain on disposition	2,890		—		2,890		—
Income tax expense	522		22		536		43
Income from discontinued operations, net of tax	$	2,460	$	57	$	2,559	$	192


(in millions)	December 31, 2022

Accounts receivable, net of allowances	$	88
Inventories	39
Prepaid expenses and other current assets	59
Property, plant and equipment, net	284
Goodwill	391
Operating lease right-of-use assets	9
Other non-current assets	2
Assets of discontinued operations	$	872
Accounts payable	$	29
Accrued expenses and other current liabilities	32
Operating lease liabilities	9
Other non-current liabilities	111
Liabilities of discontinued operations	$	181


(in millions)	Americas		EMEA		APAC		Medical Products and Therapies		Healthcare Systems and Technologies1		Pharmaceuticals		Kidney Care		Total
Balance as of December 31, 2022	$	1,965	$	289	$	210	$	—	$	3,988	$	—	$	—	$	6,452
Currency translation and other	(27)		(4)		(3)		(2)		(7)		(1)		(1)		(45)
Reallocation of goodwill	(1,938)		(285)		(207)		1,195		—		542		693		—



Balance as of September 30, 2023	$	—	$	—	$	—	$	1,193	$	3,981	$	541	$	692	$	6,407


							Indefinite-lived intangible assets
(in millions)	Customer relationships		Developed technology, including patents		Other amortized intangible assets		Trade names		In process Research and Development		Total
September 30, 2023
Gross other intangible assets	$	3,442	$	3,778	$	320	$	1,571	$	163	$	9,274
Accumulated amortization	(631)		(2,161)		(252)		—		—		(3,044)
Other intangible assets, net	$	2,811	$	1,617	$	68	$	1,571	$	163	$	6,230
December 31, 2022
Gross other intangible assets	$	3,442	$	3,836	$	325	$	1,571	$	202	$	9,376
Accumulated amortization	(460)		(1,888)		(235)		—		—		(2,583)
Other intangible assets, net	$	2,982	$	1,948	$	90	$	1,571	$	202	$	6,793


	Gains (losses)
(in millions)	CTA		Pension and OPEB plans		Hedging activities		Available-for-sale debt securities		Total

Balance as of December 31, 2022	$	(3,386)	$	(331)	$	(119)	$	3	$	(3,833)
Other comprehensive income (loss) before reclassifications	(62)		—		15		—		(47)
Amounts reclassified from AOCI (a)	185		(16)		(5)		—		164
Net other comprehensive income (loss)	123		(16)		10		—		117
Balance as of September 30, 2023	$	(3,263)	$	(347)	$	(109)	$	3	$	(3,716)


(in millions)	September 30, 2023		December 31, 2022
Contract manufacturing services	$	3	$	10
Software sales	45		43
Bundled equipment and consumable medical products contracts	114		121
Contract assets	$	162	$	174


	Amounts reclassified from AOCI (a)
(in millions)	Three months ended September 30, 2023		Nine months ended September 30, 2023		Location of impact in income statement
CTA
Reclassification of cumulative translation loss to earnings from BPS divestiture	$	(185)	$	(185)	Income from discontinued operations, net of tax
Less: Tax effect	—		—		Income from discontinued operations, net of tax
	$	(185)	$	(185)	Net of tax
Pension and OPEB items
Amortization of net losses and prior service costs or credits	$	5	$	15	Other (income) expense, net
Pension settlement from BPS divestiture	4		4		Income from discontinued operations, net of tax
	9		19
Less: Tax effect	—		(3)		Income tax expense
	$	9	$	16	Net of tax
Gains (losses) on hedging activities
Foreign exchange contracts	$	3	$	10	Cost of sales
Interest rate contracts	(1)		(4)		Interest expense, net
	2		6		Total before tax
Less: Tax effect	—		(1)		Income tax expense
	$	2	$	5	Net of tax
Total reclassifications for the period	$	(174)	$	(164)	Total net of tax



	Amounts reclassified from AOCI (a)
(in millions)	Three months ended September 30, 2022		Nine months ended September 30, 2022		Location of impact in income statement
CTA
Reclassification of cumulative translation loss to earnings	$	(65)	$	(65)	Other (income) expense, net
Less: Tax effect	—		—		Income tax expense
	$	(65)	$	(65)	Net of tax
Amortization of pension and OPEB items
Amortization of net losses and prior service costs or credits	$	(8)	$	(25)	Other (income) expense, net
Less: Tax effect	2		6		Income tax expense
	$	(6)	$	(19)	Net of tax
Gains on hedging activities
Foreign exchange contracts	$	6	$	11	Cost of sales
Interest rate contracts	(1)		(4)		Interest expense, net
	5		7		Total before tax
Less: Tax effect	(1)		(1)		Income tax expense
	$	4	$	6	Net of tax
Total reclassifications for the period	$	(67)	$	(78)	Total net of tax


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2023		2022		2023		2022
Restructuring charges	$	64	$	57	$	461	$	150
Costs to implement business optimization programs	17		16		47		46

Total business optimization charges	$	81	$	73	$	508	$	196


	Three months ended September 30, 2023
(in millions)	COGS		SG&A		R&D		Total
Employee termination costs	$	17	$	33	$	5	$	55
Contract termination and other costs	—		2		—		2
Asset impairments	7		—		—		7
Total restructuring charges	$	24	$	35	$	5	$	64


(in millions)
Liability balance as of December 31, 2022	$	107
Charges	189
Payments	(108)
Reserve adjustments	(12)
Currency translation	(5)
Liability balance as of September 30, 2023	$	171


	Gain (loss) recognized in OCI				Location of gain (loss) in income statement	Gain (loss) reclassified from AOCI into income
(in millions)	2023		2022			2023		2022
Cash flow hedges
Interest rate contracts	$	—	$	—	Interest expense, net	$	(1)	$	(1)
Foreign exchange contracts	9		26		Cost of sales	3		6
Net investment hedges	48		126		Other (income) expense, net	—		—
Total	$	57	$	152		$	2	$	5


	Location of gain (loss) in income statement	Gain (loss) recognized in income
(in millions)		2023		2022
Undesignated derivative instruments
Foreign exchange contracts	Other (income) expense, net	$	2	$	(11)



	Gain (loss) recognized in OCI				Location of gain (loss) in income statement	Gain (loss) reclassified from AOCI into income
(in millions)	2023		2022			2023		2022
Cash flow hedges
Interest rate contracts	$	—	$	—	Interest expense, net	$	(4)	$	(4)
Foreign exchange contracts	19		42		Cost of sales	10		11
Net investment hedges	10		311		Other (income) expense, net	—		—
Total	$	29	$	353		$	6	$	7


	Derivatives in asset positions			Derivatives in liability positions
(in millions)	Balance sheet location	Fair value		Balance sheet location	Fair value
Derivative instruments designated as hedges

Foreign exchange contracts	Prepaid expenses and other current assets	$	13	Accrued expenses and other current liabilities	$	1

Total derivative instruments designated as hedges		13			1
Undesignated derivative instruments
Foreign exchange contracts	Prepaid expenses and other current assets	8		Accrued expenses and other current liabilities	2
Total derivative instruments		$	21		$	3


	Carrying amount of hedged item				Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged item (a)
(in millions)	Balance as of September 30, 2023		Balance as of December 31, 2022		Balance as of September 30, 2023		Balance as of December 31, 2022
Long-term debt	$	100	$	101	$	3	$	4


			Basis of fair value measurement
(in millions)	Balance as of September 30, 2023		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Assets
Foreign exchange contracts	$	21	$	—	$	21	$	—

Available-for-sale debt securities	39		—		—		39
Marketable equity securities	39		39		—		—
Total	$	99	$	39	$	21	$	39
Liabilities
Foreign exchange contracts	$	3	$	—	$	3	$	—

Contingent payments related to acquisitions	19		—		—		19
Total	$	22	$	—	$	3	$	19


	Book values				Fair values(a)
(in millions)	2023		2022		2023		2022
Liabilities
Current maturities of long-term debt and finance lease obligations	$	1,912	$	1,105	$	1,891	$	1,079
Long-term debt and finance lease obligations	14,067		15,232		12,462		13,657


	Three Months Ended September 30,				Percent change
(in millions)	2023		2022		At actual currency rates		At constant currency rates
United States	$	1,766	$	1,758	0	%	0	%
Emerging markets1	852		820		4	%	3	%
Rest of world2	1,090		1,031		6	%	3	%
Total net sales	$	3,708	$	3,609	3	%	2	%


	Three months ended September 30,
	2023		% of net sales		2022		% of net sales		$ change		% change
Gross margin	$	1,117	30.1	%	$	1,045	29.0	%	$	72	6.9	%
SG&A	$	1,002	27.0	%	$	941	26.1	%	$	61	6.5	%
R&D	$	166	4.5	%	$	151	4.2	%	$	15	9.9	%


			•			our ability to execute and complete strategic initiatives, asset dispositions and other transactions, including the proposed spinoff of our Kidney Care business, our plans to simplify our manufacturing footprint and the timing for such transactions, the ability to satisfy any applicable conditions and the expected proceeds, consideration and benefits;
			•			failure to accurately forecast or achieve our short-and long-term financial improvement performance and goals (including with respect to our strategic actions) and related impacts on our liquidity;
			•			our ability to execute on our capital allocation plans, including our debt repayment plans, the timing and amount of any dividends, share repurchases and divestiture proceeds and the capital structure of the public company that we expect to form as a result of the proposed spinoff (and the resulting capital structure for the remaining company);
			•			the impact of global economic conditions (including, among other things, inflation levels, interest rates, financial market volatility, banking crises, the potential for a recession, the ongoing wars in Ukraine, Israel and Gaza, the related economic sanctions being imposed globally in response to the conflicts and potential trade wars or further escalation of those conflicts) and continuing public health crises, pandemics and epidemics, such as the COVID-19 pandemic, or the anticipation of any of the foregoing, on our operations and our employees, customers and suppliers, including foreign governments in countries in which we operate;
			•			downgrades to our credit ratings or ratings outlooks, and the related impact on our funding costs and liquidity;
			•			product development risks, including satisfactory clinical performance and obtaining and maintaining required regulatory approvals (including as a result of evolving regulatory requirements or the withdrawal or resubmission of any pending applications), the ability to manufacture at appropriate scale, and the general unpredictability associated with the product development cycle;
			•			product quality or patient safety issues leading to product recalls, withdrawals, launch delays, warning letters, import bans, sanctions, seizures, litigation, or declining sales, including the focus on evaluating product portfolios for the potential presence or formation of nitrosamines;
			•			future actions of (or failures to act or delays in acting by) FDA, the European Medicines Agency or any other regulatory body or government authority (including the SEC, DOJ or the Attorney General of any State) that could delay, limit or suspend product development, manufacturing or sale or result in seizures, recalls, injunctions, monetary sanctions or criminal or civil liabilities, including the continued delay in lifting the warning letters at our Ahmedabad facility;


			•			demand for and market acceptance risks for and competitive pressures related to new and existing products (including challenges with our ability to accurately predict changing customer preferences and future expenditures, which has led to and may continue to lead to increased inventory levels, and needs and advances in technology and the resulting impact on customer inventory levels), and the impact of those products on quality and patient safety concerns;
			•			breaches, including by cyber-attack, data leakage, unauthorized access or theft, or failures of or vulnerabilities in, our information technology systems or products;
			•			the continuity, availability and pricing of acceptable raw materials and component parts and our ability to pass some or all of these costs to our customers through recent price increases or otherwise, and the related continuity of our manufacturing and distribution and those of our suppliers;
			•			inability to create additional production capacity in a timely manner or the occurrence of other manufacturing, sterilization or supply difficulties (including as a result of natural disaster, public health crises and epidemics/pandemics, regulatory actions or otherwise);
			•			our ability to finance and develop new products or enhancements on commercially acceptable terms or at all;
			•			loss of key employees, the occurrence of labor disruptions or the inability to identify and recruit new employees;
			•			failures with respect to our quality, compliance or ethics programs;
			•			future actions of third parties, including third-party payers and our customers and distributors (including GPOs and IDNs), the impact of healthcare reform and its implementation, suspension, repeal, replacement, amendment, modification and other similar actions undertaken by the United States or foreign governments, including with respect to pricing, reimbursement, taxation and rebate policies; legislation, regulation and other governmental pressures in the United States or globally, including the cost of compliance and potential penalties for purported noncompliance thereof, all of which may affect pricing, reimbursement, taxation and rebate policies of government agencies and private payers or other elements of our business, including new or amended laws, rules and regulations (such as the California Consumer Privacy Act of 2018, the European Union’s General Data Protection Regulation and annual proposed regulatory changes of the U.S. Department of Health and Human Services in kidney health policy and reimbursement, which may substantially change the U.S. end stage renal disease market and demand for our peritoneal dialysis products, necessitating significant multi-year capital expenditures, which are difficult to estimate in advance);
			•			the outcome of pending or future litigation;
			•			the impact of competitive products and pricing, including generic competition, drug reimportation and disruptive technologies (including pharmacological advances such as SGLT2 antagonists, GLP-1 agonists and selective MRAs that may impact our Kidney Care business);
			•			global regulatory, trade and tax policies (including with respect to climate change and other sustainability matters);
			•			the ability to protect or enforce our owned or in-licensed patent or other proprietary rights (including trademarks, copyrights, trade secrets and know-how) or patents of third parties preventing or restricting our manufacture, sale or use of affected products or technology;
			•			the impact of any goodwill or other intangible asset impairments on our operating results;
			•			fluctuations in foreign exchange and interest rates;
			•			any changes in law concerning the taxation of income (whether with respect to current or future tax reform);
			•			actions by tax authorities in connection with ongoing tax audits;
			•			other factors identified elsewhere in this report and other filings with the SEC, including those factors described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, all of which are available on our website.


Exhibit Number						Description

10.1						Offer Letter, dated September 2 6 , 2023, by and between Baxter International Inc. and Joel Grade (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on October 3, 2023).

31.1*						Certification of Chief Executive Officer Pursuant to Rules 13a-14 (a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

31.2*						Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

32.1**						Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**						Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*						XBRL Instance Document

101.SCH*						XBRL Taxonomy Extension Schema Document

101.CAL*						XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*						XBRL Taxonomy Extension Label Linkbase Document
101.PRE*						XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*						XBRL Taxonomy Extension Definition Linkbase Document
104*						Cover Page Interactive Data File (formatted as Inline XBRL and contained within the Inline XBRL Instance Document in Exhibit 101)


		BAXTER INTERNATIONAL INC.
		(Registrant)
Date: November 2, 2023
	By:	/s/ Joel T. Grade
		Joel T. Grade Executive Vice President and Chief Financial Officer, (duly authorized officer and principal financial officer)


/s/ José E. Almeida
José E. Almeida
Chairman of the Board and
Chief Executive Officer


/s/ Joel T. Grade
Joel T. Grade
Executive Vice President and Chief Financial Officer