39 new paragraphs in the 10-K, 9 new in the latest 10-Q
Paragraphs with nothing like them in last year's 10-K
39 paragraphs in Risk Factors of the 10-K filed Feb 12, 2026 with nothing like them in the 10-K filed Feb 21, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 59 Health care companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
•We may not achieve the anticipated benefits of our significant transactions, including the sale of our Kidney Care business and our acquisition of Hillrom.
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•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.
Similar paragraph at 1 of 59 other Health care companies: BSXRead in the 10-K ↗
•Management transition creates uncertainties, and we may experience difficulties in managing such transitions, including attracting and retaining key employees.
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•We may experience manufacturing, sterilization, supply, or distribution difficulties.
•We have experienced and may continue to experience issues with quality management or product quality.
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•We are exposed to risks associated with incorporating AI, machine learning and other emerging technologies into our products, services and operations.
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•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.
Similar paragraph at 1 of 59 other Health care companies: GEHCRead in the 10-K ↗
•We may incur additional tax expense or become subject to additional tax liabilities.
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Our businesses have faced, and will continue to face, challenges in connection with strategic actions we have undertaken, including the divestitures of our Kidney Care business and our BPS business, the acquisition of Hill-Rom Holdings, Inc. (Hillrom), and the ongoing implementation of a simplified operating model and manufacturing footprint. These actions have entailed significant changes across our organizational structure and functional areas and have led to select market exits and may lead to additional market exits as we continue to optimize our portfolio. Today, we are a smaller, less diversified company, with more limited and concentrated businesses, which may leave us more vulnerable to changing market conditions and increased volatility in our financial performance. We may also continue to experience diversion of management attention and the loss of experienced leaders with institutional knowledge. Further, we have experienced, and may in the future experience, disputes with buyers of businesses we have divested, or may divest in the future. In addition, we have yet to achieve our net leverage targets. As a result, as discussed further below, our cash resources may be constrained and our ability to pursue growth initiatives may be limited, which could adversely affect our business and growth prospects.
We may not achieve the anticipated benefits of our significant transactions, including the sale of our Kidney Care business and our acquisition of Hillrom.
We have undertaken several significant transactions, including the sale of our Kidney Care business and our acquisition of Hillrom, and we may fail to achieve the anticipated benefits of these transactions.
As part of our strategy to realign our product portfolio, we sold our Kidney Care business in January 2025. While the sale allowed us to repay some of our outstanding indebtedness, as discussed in “Liquidity and Capital Resources” in Item 7. Management's Discussion of Analysis and Financial Condition and Results of Operations and in Note 5 in Item 8. of this Annual Report on Form 10-K, and achieve related interest expense savings, the complexity of separating the Kidney Care business resulted in various challenges. In addition, we may be subject to other potential risks in connection with the transaction, including the following: disputes or litigation with Carlyle or Vantive, as applicable, arising from the transaction, the Equity Purchase Agreement (EPA) or the various agreements (including a Transition Services Agreement (TSA) and Manufacturing and Supply Agreement (MSA)) that we entered into with Vantive in connection with the Kidney Care closing and liabilities and obligations otherwise related to the transaction; exposures related to certain pre-closing Kidney Care liabilities we retained; adverse tax consequences or changes in tax laws or regulations that could affect our remaining businesses; regulatory actions or investigations related to the transaction or the businesses involved; and negative reactions from the financial markets, ratings agencies, customers, employees, other personnel or other stakeholders.
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In addition to the transactions referenced above, other strategic transactions we have undertaken or strategic transactions we may undertake in the future could subject us to various risks and additional costs.
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As of December 31, 2025, we had approximately $9.48 billion of indebtedness outstanding. While we repaid $3.81 billion of legacy indebtedness in 2025 (which repayment does not include $2.00 billion of indebtedness repaid with proceeds from a new notes offering), our significant level of indebtedness requires us to use a substantial
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We have experienced significant challenges to our global supply chain in recent periods, including:
•increased costs and shortages of raw materials and component parts (including resins and electromechanical devices);
•heightened inventory levels to reduce the risk of patient supply disruption and higher transportation and labor costs resulting from significant weather events (including Hurricane Helene), global pandemics (including COVID-19), and applicable government requirements;
Due to the nature of our products and the geographic locations of our manufacturing, storage and distribution facilities, we may be more susceptible to increases in freight costs and other supply chain challenges than certain of our industry peers.
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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.
Similar paragraph at 1 of 59 other Health care companies: BSXNumerous initiatives and reforms by legislators, regulators, and third-party payers to curb the rising cost of health care, and to increase access to care, have catalyzed a consolidation of aggregate purchasing power within many of the markets in which we sell our products. Additionally, a growing number of countries have instituted or are contemplating introducing regional or national tender processes driven primarily by price. In some cases, such processes may favor local companies to multinational companies like us. In other instances, multinational companies, including Baxter, are subject to a separate tender bidding process in which they compete only with each other and not with domestic companies. Further, in certain markets, the regulatory process through which new medical devices are approved may be faster and/or less burdensome for domestic companies compared to multinational companies. As the health care industry (including healthcare systems, distributors, manufacturers, providers, and insurers) consolidate or form strategic alliances and as new entrants emerge, competition to provide products and services is expected to continue to intensify, which may result in increased pricing pressures, decreased average selling prices, and the exclusion of certain suppliers from important market segments. We
Similar paragraph at 1 of 59 other Health care companies: BSXexpect that market demand, government regulation, third-party coverage and reimbursement policies, government contracting requirements, and societal pressures will continue to change the worldwide health care industry, resulting in further business consolidations and alliances among our customers, which may increase competition, exert further downward pressure on the prices of our products and services and may adversely impact our business, results of operations, financial condition, and cash flows.
Similar paragraph at 1 of 59 other Health care companies: RMDRead in the 10-K ↗
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.
We have recently experienced significant changes to our leadership team. For example, in July 2025, we announced the election of Andrew Hider as President and CEO and have announced other leadership transitions throughout the year. Any failure to successfully recruit or integrate new executives could adversely impact our ability to achieve our financial, operating, or strategic objectives and may lead to attrition among our senior management team and other key employees.
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We regularly review our goodwill, intangible assets, and property, plant and equipment for potential impairment. Goodwill and indefinite-lived intangible assets are subject to impairment reviews on an annual basis or whenever
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We may experience manufacturing, sterilization, supply, or distribution difficulties.
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We have experienced and may continue to experience issues with quality management or product quality.
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Our success also depends on our ability to maintain and routinely improve product quality and our quality management program. Quality management plays an essential role in helping to meet customer requirements, prevent defects, improve our products and services, and assure the safety and efficacy of our products. While we have a quality system that covers the lifecycle of our products, quality and safety issues have occurred, and may in the future occur, with respect to our products. For example, as discussed under the caption “Novum IQ Large Volume Pump (Novum LVP)” in Item 7. Management's Discussion of Analysis and Financial Condition and Results of Operations of this Annual Report on Form 10-K, in 2025, we initiated a series of voluntary corrections for the Novum LVP and have implemented a voluntary ship and installation hold in the U.S. and Canada, which remains ongoing.
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approvals for the use of their products or services has resulted in delays, service interruptions, and quality-related issues, and may do so again in the future, and may negatively impact our business results and results of operations.
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Our IT systems and Technology are vulnerable to breakdown, interruption, cyber and other security attacks, system malfunction, unauthorized access, inadvertent exposure or disclosure of information, theft, and other events and, at times, requires the manual application of security upgrades or patches on each machine or device that utilizes the Technology. Third-party systems and solutions that we rely on are also vulnerable to the same risks and may contain defects in design or manufacture or other problems that could result in system disruption or compromise the information security of our own systems, products, and services. Security threats, including cyber and other attacks, have become very sophisticated, frequent, and adaptive. The adversarial use of AI also poses unique challenges and may impact real-time detection capabilities and containment efforts. In addition, we are at risk of our third-party service providers sustaining such attacks, which may impact our products, services, and operations. Further, we expect that the breadth and complexity of our information and technology systems and infrastructure will increase as we work to expand our product offerings to utilize and generate data analytics and potentially AI (which create emerging enterprise risks, including cybersecurity, monitoring, and oversight). See “Risks Relating to Our Operations – We are exposed to risks associated with incorporating AI, machine learning and other emerging technologies into our products, services and operations”. The continuing evolution of technology we use, including cloud-based computing, open-source software, data hosting, AI, and reliance on third parties and Software as a Service (Saas) solutions, whom may also use open-source software, cloud-based computing, data hosting, or AI tools, create additional opportunities for the unintentional, intentional, unauthorized or unlawful disclosure, exposure, dissemination, loss, alteration, access or destruction of Protected Information stored or processed in our devices, systems, servers, infrastructure, and products (collectively, Technology), and those of our Saas providers and third party service providers. Additionally, certain of our products and systems collect Protected Information regarding customers, partners, patients and their therapies, and are internet enabled and connect to our systems, hospital networks, electronic medical record systems, or electronic health record systems, and are subject to the same risks, and could impact patient safety and lead to field actions or product recalls.
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We are also subject to similar risks associated with the continued support for Vantive’s information technology systems, through the transitional services period in the Vantive TSA, which could lead to breaches, disruption, interruptions and impact our financial condition or lead to reputational harm, litigation, and operational disruption.
We are exposed to risks associated with incorporating AI, machine learning and other emerging technologies into our products, services and operations.
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In addition, new or expanded local, state, regional, federal, and global legal and regulatory requirements relating to climate change and other sustainability topics have been proposed or adopted in recent years and may continue to emerge in the future. As a result of these developments, we may experience disruptions in or increases in the costs associated with R&D, sourcing, manufacturing, distributing, and end of life of our products. These requirements continue to evolve, and jurisdictions in which we operate may adopt additional laws and regulations on such topics or may continue to change their enforcement of existing laws and regulations. Additionally, as local, state, regional, federal, and global legal and regulatory requirements relating to climate change and other sustainability topics continue to evolve, they may create inconsistent or conflicting obligations that have led to, and could continue to lead to, increased compliance costs, and regulatory uncertainty for us, our suppliers, and customers, any of which could have a significant adverse effect on our business, financial condition, result of operations and cash flows. If we or our suppliers are unable or unwilling to comply with regulatory sustainability requirements, we may experience an adverse impact on our ability to manufacture or supply certain products as well as increased costs and interruptions in the supply chain. We could be subject to litigation, substantial fines, and other damages if we fail to comply with related risk assessment requirements, which could adversely impact our financial condition and results of operations.
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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.
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The Center for Medicaid Services (CMS) has proposed the expansion of its Competitive Bidding Program (CBP). This proposed expansion would introduce a pricing model that could significantly influence the cost structure of some medical devices in the U.S. healthcare system; specifically, those reimbursed under CMS’ Durable Medical Equipment, Prosthetic, Orthotic and Supplies payment system. By leveraging supplier competition to establish payment rates, the CBP mirrors purchasing initiatives seen in international markets, where procurement strategies attempt to prioritize cost-efficiency, which could lead to uncertainty with respect to innovation, quality, and patient access challenges or supplier attrition, as seen in prior bidding cycles. If implemented, this could directly or indirectly adversely affect both the demand and prices customers are willing to pay for our products.
Similar paragraph at 1 of 59 other Health care companies: BDXRead in the 10-K ↗
We may incur additional tax expense or become subject to additional tax liabilities.
Changes to the tax laws in the U.S. or other countries in which we operate, such as the evolving two-pillared plan proposed by the Organization for Economic Cooperation & Development (OECD), could have an adverse effect on our operating results.
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In connection with strategic divestitures, we have agreed to indemnify acquiring parties for certain liabilities arising from our former businesses, including tax liabilities. If our tax expense were to increase, or if the ultimate determination of taxes owed or for which we are liable is for an amount in excess of amounts previously accrued, our operating results, financial condition and cash flows could be adversely affected.
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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.
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•transition and integration of key personnel, including Mr. Hider who was elected as CEO in 2025;
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Paragraphs in the 10-Q filed Oct 29, 2026 that were not in the one before
9 paragraphs in the 10-Q filed Oct 29, 2026 with nothing like them in the 10-Q filed Jul 30, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
In August 2026 we commenced and settled cash tender offers to purchase one or more series of our outstanding 3.132 % senior notes due 2051, 3.500 % senior notes due 2046, 4.500 % senior notes due 2043 and 2.539 % senior notes due 2032 for an aggregate purchase price up to $ 600 million.
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Pursuant to the tender offers, we accepted for purchase and repaid $ 422 million of our 3.132 % senior notes due 2051 for a purchase price of $ 248 million, $ 132 million of our 3.500 % senior notes due 2046 for a purchase price of $ 89 million, $ 73 million of our 4.500 % senior notes due 2043 for a purchase price of $ 57 million and $ 237 million of our 2.539 % senior notes due 2032 for a purchase price of $ 206 million. In connection with this transaction, we
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recognized a pre-tax gain of $ 253 million from the early extinguishment of debt, which is included in other (income) expense, net in the condensed consolidated statements of income (loss) for the three and nine months ended September 30, 2026.
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In the third quarter of 2026, we amended the credit agreement governing our Multicurrency Revolver to increase the maximum net leverage ratio covenant for the five fiscal quarters ending September 30, 2026, December 31, 2026, March 31, 2027, June 30, 2027, and September 30, 2027.
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reduce the earnings and equity volatility resulting from changes in foreign exchange rates. Financial market and currency volatility may limit our ability to cost-effectively hedge these exposures.
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operating room integration technologies, precision positioning devices, and other accessories.
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In March 2026, FDA commenced an inspection of our sterile injectable drug manufacturing facility in Round Lake, Illinois (Round Lake). Upon completion of the inspection in April 2026, FDA issued a Form-483 providing a list of observations. In June 2026, Round Lake received an OAI classification following the inspection. In September 2026, FDA issued a Warning Letter (2026 Warning Letter)3 based on the observations identified in the inspection. In October 2026, we responded to the 2026 Warning Letter and are continuing to implement corrective and preventive actions to address FDA’s observations as set forth in the 2026 Warning Letter and the related Form 483.
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• We are exposed to risks as a result of our previously completed strategic actions;
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Item 6
Number ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 10.1 Amendment No. 2, dated as of August 18, 2026, to the Amended and Restated Five-Year Credit Agreement, dated as of June 11, 2025, among Baxter International Inc. as Borrower Representative, Baxter Healthcare SA, JPMorgan Chase Bank, National Association, as Administrative Agent, and certain other financial institutions named therein (incorporated by reference to Exhibit 10.1 to Baxter International Inc.’s Current Report on Form 8-K, filed on August 18, 2026). C10.2 Offer Letter, effective as of August 18, 2026, by and between John Rogers and Baxter International Inc. (incorporated by reference to Exhibit 10.1 to Baxter International Inc.’s Current Report on Form 8-K, filed on August 19, 2026). C10.3* UK Employment Agreement, dated September 25, 2026, by and between John Rogers and Baxter Healthcare Limited. 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)
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 29, 2026 against Item 1A of the 10-K filed Feb 12, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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We do not believe that there have been any material changes to the risk factors previously disclosed in our 2025 Annual Report.
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.