Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: Period Total number of shares purchased (1)
−Removed: Average price paid per share Total number of shares purchased as part of publicly announced program (1)
−Removed: Approximate dollar value of shares that may yet be purchased under the program (1)
−Removed: July 1, 2022 through July 31, 2022 375,000 $ 64.80 375,000
−Removed: August 1, 2022 through August 31, 2022 — $ — —
−Removed: September 1, 2022 through September 30, 2022 — $ — —
−Removed: Total 375,000 $ 64.80 375,000 $ 1,264,718,521
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.
−Removed: During the third quarter of 2022, we repurchased approximately 0.4 million shares for $24 million pursuant to this authority through a Rule 10b5-1 purchase plan.
−Removed: We had $1.3 billion remaining under this program as of September 30, 2022.
+Added: During the first quarter of 2023, we did not repurchase any shares under this authority.
+Added: We had $1.3 billion remaining under this program as of March 31, 2023.
This program does not have an expiration date.
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Number Description
−Removed: 10.1 First Amendment, dated as of September 28, 2022, to the Credit Agreement, dated as of September 30, 2021, among Baxter International Inc., as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and certain other financial institutions named therein (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on September 30, 2022).
−Removed: 10.2 Second Amendment, dated as of September 28, 2022, to the Credit Agreement, dated as of September 30, 2021, as amended by the First Amendment, dated as of September 28, 2022, amount Baxter International Inc., as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and certain other financial institutions named therein (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on September 30, 2022).
−Removed: 10.3 First Amendment, dated as of September 28, 2022, to the Five-Year Credit Agreement, dated as of September 30, 2021, among Baxter International Inc., as Borrower, JPMorgan Chase Bank, National Association, 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 September 30, 2022).
−Removed: 10.4 Second Amendment, dated as of September 28, 2022, to the Five-Year Credit Agreement, dated as of September 30, 2021, among Baxter International Inc., as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and certain other financial institutions named therein (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed on September 30, 2022).
−Removed: 10.5 Second Amendment, dated as of September 28, 2022, to the Credit Agreement, dated as of December 20, 2019, as amended by the First Amendment, dated as of October 1, 2021, among Baxter Healthcare SA and Baxter World Trade SRL, as Borrowers, JPMorgan SE, as Administrative Agent and certain other financial institutions named therein (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K, filed on September 30, 2022).
+Added: 10.1 Baxter International Inc.
+Added: Executive Officer Cash Severance Policy, effective February 13, 2023 (incorporated by reference to Exhibit 10.1 to Baxter In ternational Inc .' s Current Report on Form 8-K, filed on February 1 4 , 2023).
+Added: 10.2 Third Amendment, dated as of March 13, 2023, to the Credit Agreement, dated as of September 30, 2021, as amended by that certain First Amendment, dated as of September 28, 2022, and that certain Second Amendment, dated as of September 28, 2022, among Baxter International Inc.
+Added: as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and certain other financial institutions named therein (in corporated by reference to Exhib it 10.1 to Baxter International Inc.
+Added: 's Current Report on Form 8-K, filed on March 13, 2023) .
+Added: 10.3 Third Amendment, dated as of March 13, 2023, to the Five-Year Credit Agreement, dated as of September 30, 2021, as amended by that certain First Amendment, dated as of September 28, 2022, and that certain Second Amendment, dated as of September 28, 2022, among Baxter International Inc.
+Added: as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and certain other financial institutions named therein (incor porated by reference to Exhibit 10 .2 to Baxter International Inc.
+Added: 's Current Report on Form 8-K, filed on March 13, 2023) .
+Added: 10.4 Second Guaranty Amendment, dated as of March 13, 2023, to the Amended and Restated Guaranty, dated as of October 1, 2021, as amended by that certain Second Amendment, dated as of September 28, 2022, among Baxter Healthcare SA and Baxter World Trade SRL, as Borrowers, J.P.
+Added: Morgan SE, as Administrative Agent and certain other financial institutions named therein (incorporated by refer ence to Exhibit 10.3 to Baxter I nternational Inc.
+Added: 's C urrent Report on Form 8-K, filed on March 13, 2023) .
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.
13 unchanged sentences
* Filed herewith.
+Added: ** Furnished herewith.
+Added: This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section.
+Added: Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
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.
−Removed: October 27, 2022
+Added: April 27, 2023
Executive Vice President and Chief Financial Officer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.