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BAXBaxter International

Health care · Medical Instruments · NYSE
BAX quote by TradingView
Employees
37,500
Headquarters
Deerfield, IL
CEO
Andrew P. Hider
Next results
around Feb 11, 2027
Compare with peers → Embed

10-K 0001628280-26-007733 (2026-02-12) vs 10-K 0001628280-25-007201 (2025-02-21)

SectionCompared textWords nowChanged
Risk FactorsItem 1A15,631 37.4%
MD&AItem 714,377 41.5%
Legal ProceedingsItem 316 not compared
Accounting PoliciesItem 8 (note not found)0 not compared

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 409 words changed in this paragraph; it is 36% similar to last year's version.
Our Technology is vulnerable to breakdown, interruption, cyber and other security attacks, system malfunction, unauthorized access, inadvertent exposure or disclosure of information, theft and other events and requires 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 upon 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 and products. Any such vulnerability could compromise our Technology and could expose Protected Information to unauthorized third parties and/or cause temporary or permanent loss or unavailability of such Protected Information. In addition, our Technology may cause product functionality issues that could result in risk to patient safety, field actions or product recalls. We, like other global companies, have experienced cyber incidents in the past (including ones related to the unauthorized access to or disclosure of data), data and to certain of our third-party service providers), and may experience them in the future. These events have exposed and may continue to expose vulnerabilities in our information technology systems. There systems, and could expose Protected Information to unauthorized third parties and/or cause temporary or loss or unavailability of such information. While we continue to invest in improvements to our IT systems, there is no assurance that our investments in the protection of data and Technology (i) have prevented or will prevent future breakdowns, attacks or breaches in our Technology, or cyber incidents or other incidents or (ii) ensure compliance with all applicable cybersecurity and privacy laws, regulations and standards, including with respect to third-party service providers that host or process Protected Information on our behalf. Any failure to protect against such incidents or non-compliance with applicable security and privacy laws, regulations and standards could lead to substantial and material regulatory fines and penalties, business disruption, reputational harm, financial loss or litigation, as well as other damages. Misappropriation or other loss of our intellectual property from any of the foregoing may have an adverse effect on our competitive position and may cause us to incur substantial litigation costs. See “Risks Relating to Legal and Regulatory Matters.” As our customers and FDA and other global regulators, including data protection authorities or supervisory bodies, become more sensitive to risks related to cybersecurity, our ability to meet certain information technology safety standards or evolving customer demands could affect our products’ marketability and competitiveness. incidents. We could also suffer strained relationships with customers, business partners, physicians and other healthcare professionals, increased costs (for security measures, remediation or otherwise), costs, litigation (including class actions and stockholder derivative actions) or other negative consequences (including a decline in stock price) as a result of breaches, such cyber and other security attacks, industrial espionage, ransomware, phishing scams, malware or other cyber incidents, which could compromise our system infrastructure and/or lead to data leakage, including at our third-party providers or other business partners. incidents. The insurance we have procured related to cybersecurity risks may not cover a particular cyber incident or such coverage may be insufficient.

Source: Item 1A, 10-K 0001628280-26-007733 vs Item 1A, 10-K 0001628280-25-007201

MD&A 204 words changed in this paragraph; it is 32% similar to last year's version.
In the first quarter of 2024, On June 11, 2025, we entered into an amended the credit agreements governing our U.S. dollar-denominated term loan and restated revolving credit facility (the Multicurrency Revolver), which amended and restated in its entirety our existing U.S. Dollar-denominated revolving credit facility and the guaranty agreement with respect to replaced our prior Euro-denominated revolving credit facility to increase facility. Our Multicurrency Revolver has a maximum capacity of $2.20 billion and matures in 2030. Borrowings under the Multicurrency Revolver in U.S. dollars bear interest on the principal amount outstanding at either Term SOFR plus an applicable margin or a “base rate” plus an applicable margin. The Multicurrency Revolver contains various covenants, including a maximum net leverage ratio covenant (which ratio was most recently increased for the six four fiscal quarters ending December 31, 2025, March 31, 2026, June 30, 2024, September 30, 2024, December 31, 2024, March 31, 2025, June 30, 2025, 2026, and September 30, 2025. In accordance with 2026 pursuant to a November 2025 amendment). Borrowings in Euros are subject to a sublimit of $300 million. We may, at our option, seek to increase the terms aggregate commitment under the Multicurrency Revolver by up to $1.10 billion, which would result in a maximum aggregate commitment of up to $3.30 billion. There were no borrowings outstanding under the amendment, the capacity under our U.S dollar-denominated revolving credit facility was reduced from $2.50 billion to $2.00 billion on September 30, 2024. As Multicurrency Revolver as of December 31, 2024, we were in compliance with the financial covenants in these agreements. 2025 or 2024.

Source: Item 7, 10-K 0001628280-26-007733 vs Item 7, 10-K 0001628280-25-007201

Every change, by type

Sentences and paragraphs of BAX's Risk Factors and MD&A, 10-K 2026-02-12 against 10-K 2025-02-21. Each links to the text at sec.gov.

All 416 Added 87Removed 110Reworded 206Quiet changes 13

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
•We may not achieve the anticipated benefits of our significant transactions, including the sale of our Kidney Care business and our acquisition of Hillrom.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedRisk Factors
•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.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedRisk Factors
•Management transition creates uncertainties, and we may experience difficulties in managing such transitions, including attracting and retaining key employees.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedRisk Factors
•We are exposed to risks associated with incorporating AI, machine learning and other emerging technologies into our products, services and operations.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedRisk Factors
•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.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedRisk Factors
We may not achieve the anticipated benefits of our significant transactions, including the sale of our Kidney Care business and our acquisition of Hillrom.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-12 at sec.gov ↗

RemovedRisk Factors
•We may continue to experience difficulties with our ongoing integration of Hillrom or fail to realize the anticipated benefits of the Hillrom acquisition.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
•If our business strategy and development activities are unsuccessful, our business, results of operations, financial condition and cash flows could be adversely affected.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
•Issues with quality management or product quality could, among other things, have an adverse effect on our business or cause a loss of customer confidence in us or our products.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
•If we fail to attract, develop, retain and engage key employees, including a permanent Chief Executive Officer (CEO) and other members of our senior management, our business may suffer.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
•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.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
•Incorporating artificial intelligence, machine learning and other emerging technologies into our products, services and operations exposes us to legal and regulatory risks and could result in reputational harm or have other adverse consequences to our business, financial condition or results of operations.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
Our businesses have begun to face, and will continue to face, material challenges in connection with the sale of our Kidney Care business and the other strategic actions we have undertaken (including the implementation of a simplified operating model and the ongoing simplification of our manufacturing footprint). The success of the sale of our Kidney Care business depends on, among other things, our ability to effectively transition the Kidney Care business to Carlyle in a manner that: minimizes disruption to our customers, employees, other personnel and operations; realizes the expected tax benefits; avoids potential liabilities or claims; and enables us to achieve related cost savings initiatives. The Kidney Care sale may result in challenges such as: the diversion of management’s attention from our ongoing business concerns and any newly identified strategic initiatives; attracting, retaining and motivating key management and other employees; retaining existing, or attracting new, business and operational relationships, including with customers, suppliers, employees and other counterparties; maintaining our relationships with regulators; the potential for disputes or litigation with Carlyle or Vantive, as applicable, arising from the transaction, the EPA or the various agreements (including a transition services agreement and a manufacturing and supply agreement) that we entered into with Vantive in connection with the Kidney Care closing (as further described below) and liabilities and obligations otherwise related to the transaction, the EPA or the other agreements described in this paragraph; the potential for exposure related to certain pre-closing Kidney Care liabilities we retained; the potential for adverse tax consequences or changes in tax laws or

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
regulations that could affect our remaining businesses; the potential for regulatory actions or investigations related to the transaction or the businesses involved; and potential negative reactions from the financial markets, ratings agencies, customers, employees, other personnel or other stakeholders.

Read it in 10-K 2025-02-21 at sec.gov ↗

RewordedRisk Factors
A quality or safety issue has resulted in, and may in the future result in negative publicity, one or more of the following: product recalls (either voluntary or required by FDA or similar governmental authorities in other countries), countries); adverse regulatory site inspection reports, voluntary or official action indicated classifications, inspections and/or inspectional classifications; warning letters, letters; other regulatory actions; import bans or seizures, bans; seizures; injunctions; monetary sanctions, injunctions to halt manufacture and distribution of products, sanctions; civil or criminal sanctions (which may include corporate integrity agreements), agreements); costly litigation, litigation; refusal of a government to grant approvals and licenses, clearances, approvals, and/or licenses; restrictions on operations operations; or withdrawal of existing approvals and licenses.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
We could also suffer strained relationships with customers, business partners, physicians and other healthcare professionals, increased costs (for security measures, remediation or otherwise), costs, litigation (including class actions and stockholder derivative actions) or other negative consequences (including a decline in stock price) as a result of breaches, such cyber and other security attacks, industrial espionage, ransomware, phishing scams, malware or other cyber incidents, which could compromise our system infrastructure and/or lead to data leakage, including at our third-party providers or other business partners. incidents.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
Our Amended and Restated Bylaws (Bylaws) provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware (or, if no state court located in the State of Delaware has jurisdiction, the federal district court for the District of Delaware) is the sole and exclusive forum, to the fullest extent permitted by law, to bring (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director or officer or other employee of the company to the company or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or our Amended and Restated Certificate of Incorporation (Certificate of Incorporation) or these our Bylaws, as either may be amended from time to time, or (iv) any action to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or Bylaws or (v) any other action asserting a claim governed by the internal affairs doctrine or that is otherwise an “internal corporate claim” as defined in Section 115 of the Delaware General Corporation Law.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
With the healthcare market’s increased focus on asset and resource efficiency, as well as reimbursement constraints and competitive dynamics, dynamics (including consolidation within healthcare systems, as discussed below in “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”), we have seen margins for some of our products decline and they may continue to do so over time.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
We risk experiencing negative stockholder reaction, as well as damage to our brand and reputation and other potential costs, if we fail to meet (or are perceived to fail to) maintain and satisfy our goals goals, commitments, and initiatives, other sustainability and corporate responsibility efforts, if we fail to accurately measure or report our progress with respect to our goals and initiatives or if we are perceived to not be acting responsibly in key CR areas, including product quality sustainability and safety, environmental stewardship, support for local communities, corporate governance and transparency, and addressing human capital factors in our operations. responsibility areas.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
Our ability to achieve these anticipated benefits objectives, as well as our ability to achieve savings from recent restructuring activities, depends, in part, on our ability to successfully innovate and deliver new products to market, realize the anticipated benefits of the Hillrom acquisition and Kidney Care sale (and related cost and revenue synergy targets) targets), and implement our simplified operating model and manufacturing footprint, while working we continue to execute on optimize our stated portfolio management initiatives. product portfolio.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
The impacts of climate Climate change has increased, and in the future may include continue to increase, physical risks (such as water scarcity, rising sea levels levels, or frequency and severity of extreme weather conditions, including natural disasters such as hurricanes, cyclones cyclones, and typhoons), social and human effects (such as population dislocations or harm to health and well-being), compliance costs and transition risks (including due to regulatory changes in regulation, technology, or technology changes), stakeholder expectations), shifts in market trends (for example if customers increasingly prioritize purchasing products that are sustainably made and that can be reused or recycled) and other adverse effects. recycled or have a lower perceived carbon footprint).

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
Failure of a third-party supplier to provide compliant raw materials, component parts parts, or supplies, give us adequate notice of issues issues, or help us secure all required regulatory 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.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
Further, while efforts are made to diversify In certain of our sources of components and raw materials, in certain instances instances, we have made a strategic determination to use a single source or supplier or there is only a sole source or supplier with no acceptable alternatives yet identified and, as applicable, qualified. supplier.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
Additionally, disruptions in federal government operations have negatively impacted, and in the future may negatively impact impact, claims processing, regulatory approvals reviews, approvals, rulemaking, and guidance that are important to our operations and create uncertainty about the pace of upcoming healthcare regulatory developments or approvals. approvals, and timing of reimbursements which, if prolonged or repeated, can negatively impact our results of operations, financial position, and cash flows.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
We are required to comply with increasingly complex and changing legal and regulatory requirements and frameworks in the United States U.S. and in other countries that govern not only the collection, use, storage, security, transfer, disclosure and other processing of protected health information and personal and sensitive data, but also the development and use of AI, the sharing of certain data, and timely disclosure of

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
Other governments globally are collecting information regarding, or have limited or prohibited, or are considering limiting or prohibiting, the use of certain chemicals, including including, but not limited to, polyvinyl chloride, diethyl phthalate which is used in certain of our products, and DEHP. per- and polyfluoroalkyl substances (PFAS) which may be used in certain of our products.

Read it in 10-K 2026-02-12 at sec.gov ↗

Quiet changesRisk Factors
Any decline or lower-than-expected growth in the markets (or portions thereof) in which we operate or intend to operate could diminish demand for our products and services, which may adversely affect our financial performance.

Read it in 10-K 2026-02-12 at sec.gov ↗

Quiet changesRisk Factors
Failure to successfully introduce new products or services in a cost-effective manner, or delays in customer purchasing decisions related to the evaluation of new products or services, could cause us to lose market share and could materially significantly adversely affect our business.

Read it in 10-K 2026-02-12 at sec.gov ↗

Quiet changesRisk Factors
We may fail to achieve our targeted financial results if we are unsuccessful in implementing our strategies or if our estimates or assumptions change or for any other reason. reasons.

Read it in 10-K 2026-02-12 at sec.gov ↗

Quiet changesRisk Factors
Our failure to achieve our financial goals could have a material significant adverse effect on our business, results of operations, financial condition and cash flows.

Read it in 10-K 2026-02-12 at sec.gov ↗

Quiet changesRisk Factors
Failure to be awarded or to maintain certain of these agreements could have a material significant adverse effect on our business, including lost product sales and service and rental revenue.

Read it in 10-K 2026-02-12 at sec.gov ↗

Quiet changesRisk Factors
Further, certain other distributors and purchasers have similar processes to the GPOs and IDNs and failure to be included in agreements with these other purchasers could have a material significant adverse effect on our business.

Read it in 10-K 2026-02-12 at sec.gov ↗

Quiet changesRisk Factors
Our inability to negotiate satisfactory new agreements or a labor disturbance at any of our manufacturing facilities could have a material significant adverse effect on our operations.

Read it in 10-K 2026-02-12 at sec.gov ↗

Quiet changesRisk Factors
These developments, or the perception that they could occur, may have a material significant adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted countries.

Read it in 10-K 2026-02-12 at sec.gov ↗

Quiet changesRisk Factors
Future trade agreements or modifications to existing trade agreements could also provide our competitors with an advantage over us, which could have a material significant adverse effect on our business, results of operations, financial condition and cash flows.

Read it in 10-K 2026-02-12 at sec.gov ↗

Quiet changesRisk Factors
Compliance with these and similar laws (or failure to comply with these laws) could have a material significant adverse effect on our business, results of operations, financial condition condition, and cash flows.

Read it in 10-K 2026-02-12 at sec.gov ↗

Quiet changesRisk Factors
In addition, a substantial portion of our revenues is dependent on federal healthcare program reimbursement, and any disruptions in federal government operations, including a federal government shutdown or failure of the U.S. government to enact annual appropriations, could have a material significant adverse effect on our business, results of operations, financial condition condition, and cash flows.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
Beginning in April 2025, we initiated a voluntary correction for the Novum LVP due to the potential for under-infusion when the pump is in "standby mode" for an extended period of time. Beginning in July 2025, we initiated voluntary corrections for the Novum LVP due to the potential for under-infusion when the pump is directed to deliver a bolus infusion or significantly increase the rate of infusion after it has been running at a lower infusion rate and the potential for over- and under-infusion related to set misloading, as well as certain software anomalies. The U.S. Food and Drug Administration (FDA) classified these voluntary corrections as Class I recalls. We have implemented certain corrections related to the recalls and are developing additional corrections related to these recalls, some of which may require regulatory clearance or approval. In July 2025, we elected to temporarily stop distributing and

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
installing the Novum LVP in the U.S. and Canada, except in the case of medical necessity. The timing of the release of the ship and installation hold remains uncertain. As a result, we expect no meaningful sales of Novum LVP while these holds are in effect. Our Spectrum IQ large volume pump remains available as an alternative option for customers with Novum LVPs. We have recorded estimates for sales reductions, for returns or exchanges of Novum LVP, and certain other charges, including estimates of reserves for remediation costs and inventory and contract asset write-downs associated with these Novum LVP corrections of approximately $105 million in the aggregate in 2025. We regularly review these estimates (including those associated with any additional future corrections and customer returns or exchanges) which may be subject to change in the future.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
We have experienced challenges to our global supply chain, including, as a result of adverse impacts from significant weather events like Hurricane Helene, as well as adverse impacts as result of other global macroeconomic and geopolitical events, which have had a negative impact on our results of operations and may do so in the future. In addition, announcements regarding changes in U.S. trade policies and practices, including the implementation of global tariffs and proposed further tariffs (including potential medical device and pharmaceutical tariffs), have significantly affected financial markets and economic conditions. While we are in the process of implementing select tariff offsets and working to identify additional mitigation opportunities, our results have been adversely affected by these events and we expect for our results to continue to be negatively affected by tariffs. Additionally, continued global macroeconomic uncertainty, including in trade policies and practices, elevated tariffs and operational and policy changes in the governments of the U.S. and other countries and other geopolitical events or conflicts, could contribute to further market volatility, deteriorating or prolonged weakened economic conditions and decreased hospital capital spending levels, all of which could adversely affect our business, results of operations or financial condition. Sole source supplier relationships may limit our ability to respond to these tariffs with alternative or lower cost raw materials or component parts.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
For the year ended December 31, 2025, the Kidney Care MSA sales favorably impacted sales growth by 3%. The previously announced exit of IV solutions in China and foreign currency rates were not meaningful.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
fluid conservation practices embedded with clinical practice changes. This decline was partially offset by one-time pricing benefits and price increases in certain products globally. The previously announced exit of IV solutions in China adversely impacted sales growth by 1% for the year ended December 31, 2025, as compared to the prior year period. As previously discussed in "Factors Affecting our Results of Operations", we elected to temporarily stop distributing and installing the Novum LVP in the U.S. and Canada, except in the case of medical necessity. The timing of the release of the ship and installation hold remains uncertain. As a result, we expect no meaningful sales of Novum LVP while these holds are in effect. Our Spectrum IQ large volume pump remains available as an alternative option for customers with Novum LVPs.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
4Our results in 2025 and 2024 included $32 million and $23 million, respectively, of integration costs which primarily reflected third-party consulting costs related to our ongoing integration of Hill-Rom Holdings Inc. (Hillrom). Our results in 2025 also included the recognition of a noncash impairment of property, plant and equipment related to integration activities.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
6Our results in 2025 included $58 million of separation-related costs primarily reflecting costs of external advisors supporting our activities related to the sale of our former Kidney Care segment.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
Excluding the impact of special items, the SG&A expense ratio decreased 2.7 percentage points in 2025 compared to 2024. The decrease in 2025 primarily reflects an updated estimate of indirect costs previously recorded in SG&A now capitalized into inventory after the separation of our Kidney Care business.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
Other operating expense (income), net was income of $206 million and $12 million in 2025 and 2024, respectively. In 2025, this amount was primarily related to the income recognized under the Kidney Care Transition Services Agreement (Kidney Care TSA) entered into upon the sale of the Kidney Care business in January 2025. In 2024, this amount was comprised of income from transition services arrangements related to the divestiture of our BPS business.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
For the year ended December 31, 2025, the difference between our effective income tax rate and the U.S. federal statutory rate was primarily driven by an increase in liabilities for uncertain tax positions (as discussed below), increases to our valuation allowances relate to the realizability of our deferred tax assets, changes in the treatment of accumulated earnings that are considered indefinitely reinvested as of December 31, 2025 and a tax benefit driven by an entity classification election that we made for U.S. tax purposes, which resulted in a capital loss.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
We are currently under examination by the Internal Revenue Service (IRS) for transfer pricing matters related to transactions with our manufacturing operations in Costa Rica and Puerto Rico for the 2019 and 2020 tax years. While we have not yet received a final Notice of Proposed Adjustment (NOPA) from the IRS, the examination is ongoing, and we are in the process of responding to inquiries from, and engaging in ongoing discussions with, the IRS related to certain intercompany transactions between our U.S. entities and these foreign manufacturers. As a result, we have recorded reserves for uncertain tax positions related to these transfer pricing matters for tax years 2019 through 2025. These reserves in aggregate are recorded to expense for approximately $280 million as of December 31, 2025, exclusive of any potential penalties and interest. While we believe that our transfer pricing positions are well documented and properly supported, and adequate amounts have been reserved to account for any adjustments that may ultimately result from this examination, the ultimate outcome of this matter is uncertain (upon the receipt of a final NOPA or otherwise). Additionally, if the IRS were to assert we owe additional taxes and prevails in this assertion, such outcome could have a material impact on our financial position, results of operations, and cash flows.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
During 2025, because of a cumulative history of operating losses in the U.S., we recorded a valuation allowance against our U.S. deferred tax assets, including certain federal and state tax attributes such as foreign tax credits. Although, we expect to remain in a U.S. valuation allowance position for at least the next twelve months, we also anticipate future changes in the amount of the valuation, which could be material, due to operational activity and movement in our routine deferred tax assets and liabilities.

Read it in 10-K 2026-02-12 at sec.gov ↗

RemovedMD&A
In mid-2022, our Board of Directors authorized a strategic review of our business portfolio, with the goal of increasing stockholder value. As part of that review process, we identified and evaluated a range of potential strategic actions, including opportunities for sales and other separation transactions. In January 2023, following the completion of that review, we announced a number of planned strategic actions, as discussed below, which are intended to enhance our operational effectiveness, accelerate innovation and drive additional stockholder value. We completed the last of these strategic actions on January 31, 2025 in connection with the sale of our Kidney Care business.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
We determined that our Kidney Care business met the criteria to be classified as held-for-sale in August 2024, and we also concluded that it met the conditions to be reported as a discontinued operation at that time. Accordingly, our Kidney Care business is reported in discontinued operations in the accompanying consolidated financial systems, and our prior period results have been adjusted to reflect discontinued operations presentation. The fair value and carrying value of assets held for sale are evaluated each period and a loss on sale is recognized when the fair value less costs to sell are below the carrying value. There has been no loss on sale recognized for the period ending December 31, 2024. We will recognize a gain or loss upon disposition of the business depending on the carrying value at that date, including any tax impacts of the sale, which may be material.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
devices and advanced equipment for the surgical space, including surgical video technologies, precision positioning devices and other accessories. The Pharmaceuticals segment includes sales of specialty injectable pharmaceuticals, inhaled anesthetics and drug compounding services. Other sales not allocated to a segment primarily include sales of products and services provided directly through certain of our manufacturing facilities and royalty income under a business development arrangement that ended in early 2023 when we acquired the related product rights.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
In recent years, we have experienced significant challenges to our global supply chain, including production delays and interruptions, increased costs and shortages of raw materials and component parts (including resins and electromechanical devices), higher transportation costs, adverse impacts from significant weather events (including Hurricane Helene and the flooding of our North Cove facility), elevated inflation levels and interest rates, disruptions to certain ports of call and access to shipping ports around the world, the war in Ukraine, the conflict in the Middle East, and other geopolitical events. While we have seen improvements in the availability of component parts and improved pricing in raw materials and on transportation costs, some of these challenges (including certain of those set forth above as we work to fully remediate our North Cove facility) are expected to have a negative impact on our results of operations in the future.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
Our results of operations are also affected by macroeconomic conditions and levels of business confidence. The war in Ukraine, the conflict in the Middle East, other geopolitical events, the sanctions and other measures being imposed in response to these conflicts (and the potential for escalation of these conflicts), recently imposed or future quotas, duties or tariffs and any retaliatory counter measures, and recent political changes to trade policies, have increased the levels of economic and political uncertainty and we continue to closely monitor the developing situations. While we have substantially completed our wind down efforts related to our business in Russia, a significant escalation or expansion of economic disruption or the current scope of the war in Ukraine could have an adverse effect on our operations (including our supply chain) in the region.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
On March 22, 2022, we entered into an agreement with a subsidiary of Pfizer Inc. to acquire the rights to Zosyn, a premixed frozen piperacillin-tazobactam product, in the U.S. and Canada. Zosyn is used for the treatment of intra-abdominal infections, nosocomial pneumonia, skin and skin structure infections, female pelvic infections and community-acquired pneumonia. Under the terms of the acquisition, we paid the acquisition price of $122 million and received specified intellectual property, including patent rights, in the first quarter of 2022 and received additional intellectual property, including the product rights to Zosyn, in the first quarter of 2023. Under the arrangement, we received profit sharing payments from sales of Zosyn until the product rights transferred to us in March 2023. Refer to Note 3 in Item 8 of this Annual Report on Form 10-K for additional information regarding our acquisition of the rights to Zosyn.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
As set forth above, foreign currency had no material impact on net sales during the year ended December 31, 2024, as compared to the prior year period, primarily due to the strengthening of the U.S. Dollar relative to the Turkish Lira, Japanese Yen, Brazilian Real, Mexican Peso, and the Canadian Dollar, offset by the weakening of the U.S. Dollar relative to the British Pound and Colombian Peso. Foreign currency had no material impact on net sales during the year ended December 31, 2023, as compared to the prior year period, primarily due to the strengthening of the U.S. Dollar relative to the Euro, Turkish Lira, Australian Dollar, Japanese Yen and Chinese Renminbi offset by the weakening of the U.S. Dollar relative to the Mexican Peso and Brazilian Real.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
Infusion Therapies & Technologies net sales increased 4% for the year ended December 31, 2024, as compared to the prior year period. Sales performance in 2024 primarily reflected growth in Infusion Systems as a result of sales of our Novum IQ large volume infusion and syringe pump in the U.S., and sales of Nutrition product offerings, which was attributable to both pricing initiatives and increased sales volume. In September 2024, Hurricane Helene, which brought significant rain and extensive flooding to Western North Carolina, caused damage to certain of our assets at our North Cove facility in Marion, N.C. and disrupted operations at that facility. This facility, which manufactures IV Solutions primarily for the U.S. market, was not fully operational for most of the fourth quarter. As a consequence, Hurricane Helene had an estimated $110 million adverse impact on sales, which offset price and underlying volume gains during the year.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
administration sets, as well as growth in IV solutions and international nutrition compounding, partially offset by lower sales of parenteral nutrition products in the U.S. as compared to the prior year.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
10Our results in 2022 included a loss of $21 million related to our deconsolidation of a foreign subsidiary, including the derecognition of a related noncontrolling interest, upon its liquidation in December 2022 that was completed in connection with our legal entity rationalization activities.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
12Our results in 2022 included a charge of $65 million for cumulative translation adjustments (CTA) reclassified from accumulated other comprehensive income (loss) as a result of the substantial liquidation of our operations in Argentina.

Read it in 10-K 2025-02-21 at sec.gov ↗

RewordedMD&A
The following table provides a summary of our special items from continuing operations and the related impact by line item on our consolidated results of continuing operations for 2024, 2023 2025 and 2022.years 2024.years ended December 31 (in millions) 2025 2024 2023 2022 Gross Margin Intangible asset amortization expense $ (396) $ (419) $ (383) $ (392) Long-lived Indefinite-lived asset impairments1 (290) — — (344) Business optimization items2 (67) (27) (16) (67) Product related items3 reserves3 (113) (15) — (44) Acquisition and integration items4 — (1) (1) (170) European medical devices regulation5 (21) (33) (41) (42) Separation-related costs6 (4) — Hurricane Helene costs6 cost7 (133) (110) — Legal matters8 (11) — Total Special Items $ (1,035) $ (645) $ (452) $ (1,008) Impact on Gross Margin Ratio (9.2 pts) (6.0 pts) (4.3 pts) (10.0 pts) Selling, General and Administrative (SG&A) Expenses Intangible asset amortization expense $ 202 $ 206 $ 207 $ 287 Business optimization items2 97 65 137 174 Acquisition and integration items4 25 22 18 82 Separation-related costs6 53 — Legal matters7 matters8 — 17 15 — Total Special Items $ 310 $ 377 $ 543 310 Impact on SG&A Expense Ratio 3.4 pts 2.9 pts 3.6 pts 5.4 pts R&D Expenses Business optimization items2 $ 14 $ 30 $ 10 $ 3 Long-lived Separation-related costs6 1 — Indefinite-lived asset impairments1 — 50 — — Total Special Items $ 15 $ 80 $ 10 $ 3 Impact on R&D Expense Ratio 0.7 pts 0.1 pts 0.1 0.7 pts Goodwill Impairments Goodwill impairments8 impairments9 $ 485 $ 425 $ — $ 2,812 Total Special Items $ 485 $ 425 $ — $ 2,812 Other Operating Expense (Income), Net Acquisition and integration items4 $ — $ (19) $ (39) Legal matters7 — (8) — Loss on product divestiture arrangement9 — — 54 Loss on subsidiary liquidation10 — — 21 Total Special Items 2 $ — $ (27) $ 36 Other (Income) Expense, Net Pension curtailment11 $ — $ — $ (11) Reclassification Gain on sale of cumulative translation loss to earnings12 — — 65 Investment impairments13 — 31 long-lived asset10 (16) — Total Special Items $ (14) $ — Other (Income) Expense, Net Acquisition and integration items4 $ 31 5 $ 54 — Investment impairments11 9 — Gain on debt extinguishment12 (16) — Total Special Items $ (2) $ — Income Tax (Benefit) Expense (Benefit) Tax matters14 matters13 $ 513 $ 80 $ 65 $ 25 Tax effects of special items15 items14 (342) (248) (226) (375) Total Special Items $ 171 $ (168) $ (161) $ (350) Impact on Effective Tax Rate (30.3) pts 4.7 pts (13.6) pts (94.3 pts) (30.3 pts)

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
Care and Connectivity Solutions net sales increased 1% 5% for the year ended December 31, 2024, 2025, driven by increased order volume associated with increased capital spending by customers in the U.S. for both patient support systems and surgical solutions product categories, as compared to the prior year, partially offset by declines in year periods, as well as higher installations of our care communication products driven by the shifting of installations to future periods and lower sales outside of the U.S. communications products.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
Our failure to comply with these requirements These have included, or may subject us to various actions, including in the future include, warning letters, product recalls or seizures, import restrictions, monetary sanctions, injunctions to halt the manufacture and or distribution of products, civil or criminal sanctions, costly litigation, refusal of a government to grant approvals licenses or licenses, other marketing authorizations, or restrictions on our operations or withdrawal of existing approvals and licenses, and may have a material adverse impact on our results of operations. operations (including on our ability to launch new products and demand for those products).

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
Injectables and Anesthesia net sales increased decreased 2% for the year ended December 31, 2024, 2025, as compared to the prior year period, primarily due to growth in our U.S. specialty injectable products, driven by strong sales volume pricing competition and lower demand in our core portfolio and recent product launches, specialty injectables, partially offset by declines for growth in inhaled anesthetics. anesthesia in certain international markets.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
The discounted cash flow models used to determine the fair values value of the Front Line Care reporting unit within our reporting units Healthcare Systems & Technologies segment which was quantitatively valued during 2024 2025 reflected our most recent cash flow projections, a discount rates ranging from 9.0% to 9.5% rate of 10.0% and terminal growth rates ranging from 3.0% to 3.25%. of 3.0%.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
We have experienced and may are likely in the future to experience inflationary and other increases in manufacturing costs and operating expenses (including as a result of the aforementioned tariffs) and we may not be able are limited in our ability to pass these cost increases on to our customers in a timely manner or at all, all due to the longer term nature of our customer contracts and arrangements, which could have a material adverse impact on our profitability and results of operations.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
For the year ended December 31, 2024, the difference between our effective income tax rate and the U.S. federal statutory rate was adversely impacted by a non-deductible impairment of goodwill, legislative changes under IRC Section 987 (which is the exchange gain or loss on foreign branch remittances in the U.S., effective in 2024), and a net revaluation of the Swiss basis step-up deferred tax asset and related valuation allowance that arose from Swiss tax reform legislation in 2019, partially offset by a favorable geographic earnings mix, a decrease in valuation allowance mainly related to U.S. foreign tax credit carryforward, and a tax benefit related to research and development tax credits.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
In 2023, 2025, cash used in financing activities included debt repayments of $2.63 billion and $5.49 billion, dividend payments of $586 $348 million, and a decrease in commercial paper borrowings of $301 $300 million and payments of a contingent liability to Vantive of $50 million, partially offset by proceeds from the issuance of debt of $2.00 billion and from stock issued under employee benefit plans of $95 $30 million.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
Furthermore, FDA in the United States, the EMA European Medicines Agency in the Europe Union, the Medicines & Healthcare products Regulatory Agency in the United Kingdom, Health Canada in Canada, the China Food and MHRA in Europe, the NMPA Drug Administration in China, and other government agencies, inside and outside of the United States, administer requirements covering the testing, safety, effectiveness, manufacturing, labeling, promotion and advertising, pricing, distribution, and post-market surveillance of our products.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
(in millions) Total Less than More than one year one year Long-term debt and finance lease obligations, including current maturities $ 13,180 9,532 $ 2,757 3 $ 10,423 9,529 Interest on short- and long-term debt and finance lease obligations 1 2,348 347 2,001 2,715 304 2,411 Operating leases 361 337 93 268 244 Other non-current liabilities2 323 383 — 323 Purchase obligations3 580 159 421 383 Contractual obligations2 obligations $ 16,792 12,967 $ 3,356 400 $ 13,436 12,567

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
Our Healthcare Systems & Technologies segment includes sales of our connected care solutions and collaboration tools, including smart bed systems, patient monitoring systems and diagnostic technologies, respiratory health devices and advanced equipment for the surgical space, including surgical video operating room integration technologies, precision positioning devices and other accessories.Percent change years ended December 31 (in millions) 2025 2024 2023 At actual At constant currency rates 1 operational sales growth1 currency rates Care and Connectivity Solutions $1,911 $1,814 $1,800 1% 1% 5% 4% Front Line Care 1,160 1,137 1,213 (6)% (6)% 2% 2% Total Healthcare Systems & Technologies net sales $3,071 $2,951 $3,013 (2)% (2)% 4% 3%

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
The increase decrease in 2024 segment operating income in 2025 was primarily due to higher allocation of corporate function costs following the sale of our Kidney Care segment, pricing competition, unfavorable product mix and annual compensation increases, increased manufacturing and supply costs, partially offset by lower accruals under our annual employee incentive compensation plans.

Read it in 10-K 2026-02-12 at sec.gov ↗

Quiet changesMD&A
Foreign currency exchange rates adversely favorably impacted net sales by 1% for the year ended December 31, 2024, 2025, as compared to the prior year period.

Read it in 10-K 2026-02-12 at sec.gov ↗

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