BAXTER INTERNATIONAL INC 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Period Total number of shares purchased (1) Average price paid per share Total number of shares purchased as part of publicly announced program (1) Approximate dollar value of shares that may yet be purchased under the program (1) April 1, 2022 through April 30, 2022 — $ — — May 1, 2022 through May 31, 2022 — $ — — June 1, 2022 through June 30, 2022 125,000 $ 64.91 125,000 Total 125,000 $ 64.91 125,000 $ 1,289,019,296 (1) 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 second quarter of 2022, we repurchased approximately 0.1 million shares for $8 million pursuant to this authority through a Rule 10b5-1 purchase plan. We had $1.3 billion remaining under this program as of June 30, 2022. This program does not have an expiration date. 48 Item 6. Exhibits Exhibit Index: Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of Baxter International Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on May 6, 2022). 3.2 Bylaws, as amended and restated on May 5, 2022 (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K, filed on May 6, 2022). 4.1 Indenture, dated July 29, 2021, between Baxter International Inc. and U.S. Bank Trust Company, National Association, as successor in interest of 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 April 28, 2022). 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) _____________________________________ * Filed herewith. 49 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: July 28, 2022 By: /s/ James K. Saccaro James K. Saccaro Executive Vice President and Chief Financial Officer (duly authorized officer and principal financial officer) 50