Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 29, 2024


Baxter International Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1-4448			36-0781620
(Commission File Number)			(I.R.S. Employer Identification No.)

One Baxter Parkway, Deerfield, Illinois			60015
(Address of principal executive offices)			(Zip Code)

(224)948-2000
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 par value

BAX (NYSE)

New York Stock Exchange

NYSE Chicago

1.3% Global Notes due 2025

BAX 25

New York Stock Exchange

1.3% Global Notes due 2029

BAX 29

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐

Item 7.01 Regulation FD Disclosure.

On September 29, 2024, Baxter International Inc., a Delaware corporation (the “Company”), provided an update on its North Cove, N.C., facility and Hurricane Helene relief plans for the community. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.


Exhibit Number						Description

99.1						Press Release, dated September 29, 2024

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: September 29, 2024


			BAXTER INTERNATIONAL INC.

			By:			/s/ Ellen K. Bradford
			Name:			Ellen K. Bradford
			Title:			Senior Vice President and Corporate Secretary

Exhibit 99.1

FOR IMMEDIATE RELEASE

BAXTER PROVIDES UPDATE ON NORTH COVE, N.C., FACILITY AND HURRICANE HELENE

RELIEF PLANS FOR COMMUNITY

• Baxter’s North Cove facility affected by flooding and currently closed for production as the company assesses extent of the impact

•Company is working closely with FDA, ASPR, HHS, FEMA, Department of Homeland Security and local and state officials

•Baxter and the Baxter International Foundation are committed to supporting recovery efforts in impacted local communities

DEERFIELD, Ill., SEPT. 29, 2024 – Baxter International Inc. (NYSE:BAX), a global medtech leader, today shared updates regarding the impact of Hurricane Helene, which brought unprecedented rain and extensive flooding to Western North Carolina, on the operations of its North Cove facility in Marion, N.C.

Baxter’s North Cove site was affected by flooding due to the storm and is currently closed for production. The company is working around the clock in close coordination with local, state and federal officials to assess the extent of the damage and implement a plan to bring the plant back online as quickly as possible to help mitigate supply disruption to patients.

“Our hearts and thoughts are with all those affected by Hurricane Helene,” said José (Joe) E. Almeida, chair, president and chief executive officer at Baxter. “The safety of our employees, their families, and the communities in which we operate remains our utmost concern, and we are committed to helping ensure reliable supply of products to patients. Remediation efforts are already underway, and we will spare no resource -- human or financial -- to resume production and help ensure patients and providers have the products they need.”

Ahead of the storm, Baxter implemented its hurricane preparedness plan, which included evacuation plans for colleagues, as well as proactively moving products to higher ground or secure storage where feasible. The heavy rain and storm surge triggered a levee breach, which led to water permeating the site. The bridges accessing the site have also been damaged.

Baxter is communicating with its customers about the actions the company is taking to minimize potential disruptions. These include actively managing inventory and implementing a

protective allocation process by product line to help support supply continuity and equitable product distribution. The company will leverage Baxter's global manufacturing network to help mitigate potential supply impact as it continues efforts to fully restore North Cove's manufacturing operations.

The Baxter International Foundation has committed $1.5 million in donations to its humanitarian aid partners to help address recovery needs, including allocating additional funds to its Employee Disaster Relief Fund, and is matching employee donations $2:$1 to relief efforts.

Baxter is working diligently with and is grateful for the strong support of regulatory agencies, including HHS (Department of Health and Human Services), FDA (U.S. Food and Drug Administration), ASPR (Administration for Strategic Preparedness & Response), FEMA (Federal Emergency Management Agency), DHS (Department of Homeland Security), and local and state authorities, its partners on the ground, and the dedication and resilience of Baxter colleagues. Baxter will continue to provide updates as additional information becomes available and aims to provide an update on estimated timing to resume production as soon as it is able.

While the company is working expeditiously to restore its manufacturing operations and return to production, the disruption is anticipated to negatively impact the company's financial results. Once the company can more fully assess the damage, it will be in a better position to estimate any expected impact and plans to provide an update in its third quarter earnings announcement.

About North Cove, N.C.

Opened in 1972, North Cove is Baxter’s largest manufacturing facility and includes more than 2,500 employees. The site primarily manufactures intravenous and peritoneal dialysis solutions and is the largest manufacturer of these solutions in the United States.

About Baxter

Every day, millions of patients, caregivers and healthcare providers rely on Baxter’s leading portfolio of diagnostic, critical care, kidney care, nutrition, hospital and surgical products used across patient homes, hospitals, physician offices and other sites of care. For more than 90 years, we’ve been operating at the critical intersection where innovations that save and sustain lives meet the healthcare providers who make it happen. With products, digital health solutions and therapies available in more than 100 countries, Baxter’s employees worldwide are now building upon the company’s rich heritage of medical breakthroughs to advance the next generation of transformative healthcare innovations. To learn more, visit www.baxter.com and follow us on X, LinkedIn and Facebook.

Forward-Looking Statements

This press release contains forward-looking statements related to the impact of Hurricane Helene on Baxter’s North Cove, N.C. facility and Baxter’s relief plans including Hurricane Helene’s anticipated negative financial impact, Baxter’s plans to provide further commentary during its third-quarter 2024 earnings announcement, Baxter’s use of resources to resume production and help ensure that patients and providers have required resources, Baxter’s actions and communication to minimize disruptions, mitigate the supply impact of Hurricane Helene and restore operations, Baxter’s commitment to provide updates regarding the timing to resume production and Baxter International Foundation’s commitment to help address recovery needs. These forward-looking statements are subject to risks and uncertainties that include, among other things, risks related to further disruption due to Hurricane Helene or other storm-related events 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. Actual results could differ materially from anticipated results. Baxter does not undertake to update its forward-looking statements or any of the statements contained in this press release.

Baxter is a registered trademark of Baxter International Inc., or its subsidiaries.

Media Contact

Stacey Eisen, (224) 948-5353

media@baxter.com

Investor Contact

Clare Trachtman, (224) 948-3020

###

Document and Entity Information Document	Sep. 29, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 29, 2024
Entity Registrant Name	Baxter International Inc.
Entity Central Index Key	0000010456
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-4448
Entity Tax Identification Number	36-0781620
Entity Address, Address Line One	One Baxter Parkway
Entity Address, City or Town	Deerfield
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60015
City Area Code	224
Local Phone Number	948-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
NEW YORK STOCK EXCHANGE, INC. \| Common Stock, $1.00 Per Value
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	BAX (NYSE)
Security Exchange Name	NYSE
NEW YORK STOCK EXCHANGE, INC. \| 1.3% Global Notes due 2025
Entity Information [Line Items]
Title of 12(b) Security	1.3% Global Notes due 2025
Trading Symbol	BAX 25
Security Exchange Name	NYSE
NEW YORK STOCK EXCHANGE, INC. \| 1.3% Global Notes due 2029
Entity Information [Line Items]
Title of 12(b) Security	1.3% Global Notes due 2029
Trading Symbol	BAX 29
Security Exchange Name	NYSE
CHICAGO STOCK EXCHANGE, INC \| Common Stock, $1.00 Per Value
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	BAX (NYSE)