BAXTER INTERNATIONAL INC 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds In July 2012, we announced that our Board of Directors authorized us to repurchase up to $2.0 billion of our common stock on the open market or in private transactions. The Board of Directors increased this authority by an additional $1.5 billion in each of November 2016 and February 2018, by an additional $2.0 billion in November 2018 and by an additional $1.5 billion in October 2020. During the third quarter of 2021, we did not repurchase any shares under this authority. We had $1.3 billion remaining under this program as of September 30, 2021. This program does not have an expiration date. 49 Item 6. Exhibits Exhibit Index: Exhibit Number Description 2.1 Agreement and Plan of Merger, dated September 1, 2021, by and among Hill-Rom Holdings, Inc., Baxter International In., and Bel Air Subsidiary, Inc. (incorporated by refe rence to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed on September 2, 2021). 4.1 Indenture, dated July 29, 2021, between Baxter International Inc. and U.S. Bank National Association, as trustee for the debt securities (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form S-3ASR, filed on July 29, 2021). 10.1 Credit Agreement, dated as of September 30, 2021, amo ng Baxter International Inc . as Borrower, JPMorgan Chase Bank, National Associat ion, as Administrative Agent and certain other financial institutions named ther ein (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on October 4, 2021 ). 10.2 Five-Year Credit Agreement, dated as of September 30, 2021, among Baxter I nternational Inc. as Borrower, JPMorgan Chase Ba nk , National Association, as Administrative Agen t and certain other financial institutions named therein (inc orporated by reference to Exhibit 10.2 to the Company's Current Report on F orm 8-K, filed on October 4, 2021). 10.3 First Amendment, dated as of October 1, 2021, to the Credit Agreement, dated as of December 20, 2019, among Baxter Healthcare SA and Baxter World Trade SRL, as Borrowers, J.P.Morgan AG, as Administrative Agent and certain other financial institutions named therein (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed on October 4, 2021). C 10.4* Non-Employee Director Compensation Plan ( a s Amended and restated effective July 1, 2021) 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 _____________________________________ * Filed herewith. C Management contract or compensatory plan or arrangement. 50 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 hereunto duly authorized. BAXTER INTERNATIONAL INC. (Registrant) Date: October 28, 2021 By: /s/ James K. Saccaro James K. Saccaro Executive Vice President and Chief Financial Officer (duly authorized officer and principal financial officer) 51