Baxter Investor Announcement
FORWARD-LOOKING STATEMENTS
This presentation includes forward-looking statements concerning the company's financial results and business development, transformation and regulatory activities (including the proposed spinoff
of the company's Renal Care and Acute Therapies businesses, the simplified operating model and the potential sale or other strategic transaction involving the company's BioPharma Solutions
business). These forward-looking statements are based on assumptions about many important factors, including the following, which could cause actual results to differ materially from those in the
forward-looking statements: the ability to effect the transactions described above and to meet the conditions related thereto; potential uncertainty during the pendency of the transactions that could
affect the company's financial performance; the possibility that the transactions will not be completed within the anticipated time period or at all; the possibility that the transactions will not achieve
their intended benefits; the possibility of disruption, including changes to existing business and employee relationships, disputes, litigation or unanticipated costs in connection with the transactions;
uncertainty of the expected financial performance of the company or the new kidney care company following completion of the spinoff transaction; negative effects of the announcement or pendency
of the transactions on the market price of the company's securities or on the financial performance of the company; evolving legal, regulatory and tax regimes; changes in general economic and/or
industry specific conditions; actions by third parties, including government agencies; demand for and market acceptance of risks for new and existing products (including challenges with the
company's ability to accurately predict changing customer preferences, which has led to and may continue to lead to increased inventory levels); continuity, availability and pricing of acceptable raw
materials and component parts (and the company's ability to pass some or all of these costs on to its customers); inability to create additional production capacity in a timely manner or the occurrence
of other manufacturing or supply difficulties (including as a result of a natural disaster, public health crises and epidemics/pandemics, geopolitical crises, regulatory actions or otherwise); product
development risks (including any delays in obtaining required regulatory approvals or failures to obtain such approvals or ones associated with evolving regulatory requirements); product quality or
patient safety concerns (leading to product recalls, withdrawals, launch delays, warning letters, import bans, sanctions, seizures, litigation, or declining sales); the impact of global economic conditions
(including the ongoing war in Ukraine, the related economic sanctions being imposed globally in response to the conflict, potential trade wars and global inflationary pressures) and public health crises
and epidemics, such as the ongoing coronavirus (COVID-19) pandemic, on the company and its employees, customers and suppliers, including foreign governments in countries in which the company
operates; fluctuations in foreign exchange and interest rates; the adequacy of the company's cash flows from operations and other sources of liquidity to meet its ongoing cash obligations and fund its
investment program (including as a result of any ratings downgrade); accurate identification of and execution on business development, additional portfolio optimization and R&D opportunities and
realization of anticipated benefits (including the acquisitions of Cheetah Medical, Seprafilm Adhesion Barrier, specified OUS rights to Caelyx/Doxil, full U.S. and specific OUS rights to Transderm Scop,
PerClot, Hillrom and certain rights to Zosyn in the U.S. and Canada); breaches or failures of the company's information technology systems or products, including by cyberattack, unauthorized access
or theft; loss of key employees or inability to identify and recruit new employees; future actions of regulatory bodies and other governmental authorities, including FDA, the Department of Justice, the
SEC, the New York Attorney General and foreign regulatory agencies, including the continued delay in lifting the warning letter at the company's Ahmedabad facility; the outcome of pending or future
litigation, including the opioid litigation and ethylene oxide litigation or other claims; 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 the company's peritoneal dialysis products, necessitating significant multiyear capital
expenditures, which are difficult to estimate in advance; failures with respect to compliance programs; future actions of third parties, including payers; U.S. healthcare reform and other global austerity
measures; pricing, reimbursement, taxation and rebate policies of government agencies and private payers; the impact of competitive products and pricing, including generic competition, drug
reimportation and disruptive technologies; the ability to enforce owned or in-licensed patents or the prevention or restriction of the manufacture, sale or use of products or technology affected by
patents of third parties; global, trade and tax policies; any change in laws concerning the taxation of income (including current or future tax reform), including income earned outside the U.S. and
potential taxes associated with the Base Erosion and Anti-Abuse Tax or the Build Back Better framework; actions taken by tax authorities in connection with ongoing tax audits; and other risks
identified in Baxter's most recent filings on Form 10-K and Form 10-Q and other SEC filings, all of which are available on Baxter's website. Baxter does not undertake to update its forward-looking
statements unless otherwise required by the federal securities laws.
Baxter
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