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2020 Annual Meeting of Stockholders May 5, 2020

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Page 1: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions

2020 Annual

Meeting of

Stockholders

May 5, 2020

Page 2: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions

2

2020 Annual Meeting of Stockholders

Introductions

and Meeting

Procedures

2020 Annual

Meeting

Proposals

Baxter

Overview

Voting

Results

Questions

and

Answers

Adjournment

Page 3: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions

2020 Annual

Meeting of

Stockholders

May 5, 2020

Page 4: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions

4

Baxter’s Board of Directors

All Directors up for reelection at the 2020 Annual Meeting

José (Joe) E. Almeida

Michael F. Mahoney

Thomas T. Stallkamp

Patricia B. Morrison

Thomas F. Chen

Stephen N. Oesterle,

M.D.

John D. Forsyth

Cathy R. Smith

James R. Gavin III,

M.D., Ph.D.

Albert P.L. Stroucken

Peter S. Hellman

Amy A. Wendell

Page 5: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions

5

Baxter’s Senior Leadership Team

Giuseppe Accogli

SVP and President, Americas

Laura Angelini

GM, Renal Care

Alex Blanco

SVP, Global Supply Chain Officer

Wil Boren

President, Advanced Surgery

Dennis Crowley

SVP, Business Development & Licensing

Stacey Eisen

SVP, Global Communications

David Ferguson, Ph.D.

GM, Medication Delivery

Cristiano Franzi

SVP and President, Europe, Middle East, Africa

Andrew (Andy) Frye

SVP and President, Asia Pacific

Heather Knight

GM, U.S. Hospital Products

Jacqueline (Jackie) Kunzler, Ph.D.

SVP and Chief Quality Officer

Karen Leets

SVP and Treasurer

Paul Martin

SVP and Chief Information Officer

Sean Martin

SVP and General Counsel

Jeanne Mason, Ph.D.

SVP, Human Resources

Ellen McIntosh

SVP and Corporate Secretary

Sumant Ramachandra, M.D., Ph.D.

President, Pharmaceuticals, and SVP, Chief Science and Technology Officer

Reaz Rasul

GM, Acute Therapies

Philippe Reale

VP, Planning & Fulfillment

David Roman

VP, Strategy, Financial Planning and Analysis

James (Jay) Saccaro

EVP and Chief Financial Officer

Cathy Skala

VP, Business Transformation Office

Brian Stevens

SVP, Chief Accounting Officer and Controller

Clare Trachtman

VP, Investor Relations

Jorge Vasseur

GM, Clincal Nutrition

Page 6: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions

6

Safe Harbor Statement

This presentation includes forward-looking statements concerning Baxter’s financial results, business development activities, capital structure, cost savings initiatives,

R&D pipeline, including results of clinical trials and planned product launches. These forward-looking statements are based on assumptions about many important

factors, including the following, which could cause actual results to differ materially from those in the forward-looking statements: demand for and market acceptance of

risks for new and existing products; product development risks; product quality or patient safety concerns; continuity, availability and pricing of acceptable raw materials

and component supply; inability to create additional production capacity in a timely manner or the occurrence of other manufacturing or supply difficulties (including as

a result of a natural disaster, public health crises and epidemics/pandemics, regulatory actions or otherwise); the impact of global economic conditions (including

potential trade wars) and public health crises and epidemics, such as the novel strain of coronavirus (COVID-19), on us and our customers and suppliers, including

foreign governments in countries in which we operate; breaches or failures of the company’s information technology systems or products, including by cyberattack,

unauthorized access or theft; the adequacy of the company’s cash flows from operations (which may be negatively impacted by collectability concerns as a result of the

COVID-19 pandemic or otherwise) and other sources of liquidity to meet its ongoing cash obligations and fund its investment program; loss of key employees or inability

to identify and recruit new employees; future actions of regulatory bodies and other governmental authorities, including the FDA, the Department of Justice, the SEC, the

New York Attorney General and foreign regulatory agencies, including the continued delay in lifting the warning letter at our Ahmedabad facility or proceedings related to

the investigation related to foreign exchange gains and losses; the outcome of pending or future litigation, including the opioid litigation and litigation related to our

internal investigation of foreign exchange gains and losses; the impacts of the material weakness identified as a result of the internal investigation and our remediation

efforts, including the risk that we may experience additional material weaknesses or other deficiencies; proposed regulatory changes of the U.S. Department of Health

and Human Services in kidney health policy and reimbursement, which may substantially change the U.S. end stage renal disease market and demand for our

peritoneal dialysis products, necessitating significant multi-year capital expenditures, which are difficult to estimate in advance; failures with respect to compliance

programs; accurate identification of and execution on business development and R&D opportunities and realization of anticipated benefits (including the acquisitions of

Cheetah Medical and Seprafilm Adhesion Barrier from Sanofi); future actions of third parties, including payers; U.S. healthcare reform and other global austerity

measures; pricing, reimbursement, taxation and rebate policies of government agencies and private payers; the impact of competitive products and pricing, including

generic competition, drug reimportation and disruptive technologies; fluctuations in foreign exchange and interest rates; the ability to enforce owned or in-licensed

patents or the prevention or restriction of the manufacture, sale or use of products or technology affected by patents of third parties; global, trade and tax policies; any

change in laws concerning the taxation of income (including current or future tax reform), including income earned outside the United States and potential taxes

associated with the Base Erosion and Anti-Abuse Tax; actions taken by tax authorities in connection with ongoing tax audits; and other risks identified in Baxter’s most

recent filing on Form 10-K and other SEC filings, all of which are available on Baxter’s website. Baxter does not undertake to update its forward-looking statements

unless otherwise required by the federal securities laws.

Page 7: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions

2020 Annual

Meeting of

Stockholders

May 5, 2020

Page 8: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions

8

2020 Annual Meeting Proposals

Election of

Directors

Advisory Vote

to Approve

Named

Executive

Officer

Compensation

Ratification of

Appointment of

Independent

Registered

Public

Accounting

Firm

Independent

Board

Chairman

Right to Act

by Written

Consent

PROPOSAL PROPOSAL PROPOSAL PROPOSAL PROPOSAL

1 2 3 4 5

Page 9: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions

2020 Annual

Meeting of

Stockholders

May 5, 2020

Page 10: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions

10

Advancing our Mission

Page 11: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions

11

Rising to the Challenge of COVID-19

► Maximizing production of critical medical products to support increased patient care levels

► Protecting employee health and safety through enhanced infection control procedures

► Actively recruiting up to 2,000 additional permanent and temporary roles globally

► Donating $2M+ to date to global relief partners through The Baxter International Foundation

Page 12: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions

12

Baxter Profile: A Diversified Global Portfolio1

Americas 54%

EMEA 26%

Asia Pacific 20%

$11.4B

2019 Global Revenue

~$3.6B ~$2.8B

~$2.2B ~$0.9B

~$0.9B ~$0.5B

1Sales and related figures represent FY 2019; Other sales represent ~$0.5B.

Clinical Nutrition

Renal Care Medication Delivery

Pharmaceuticals

Advanced Surgery Acute Therapies

Page 13: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions

13

Full Year 2019 Financial Snapshot1

Global Reported Sales

+5% Operational Growth2

Adjusted Operating Margin

+140Basis Points

Adjusted Diluted Earnings per Share

+14%

Free Cash Flow3

FY 2018 FY 2019

$2.91

$3.31

FY 2018 FY 2019

17.3%

18.7%

FY 2018 FY 2019

~$11.1B~$11.4B

as restated as restated as restated FY 2018 FY 2019

$1.4B $1.4B

as restated 1Non-GAAP financial metrics referenced in this slide include operational sales growth, adjusted operating margin, adjusted diluted EPS, and free cash flow. A reconciliation to comparable U.S. GAAP measures is available at

www.baxter.com. 2FY 2019 operational sales growth excludes the impact of foreign currency of approximately 3% and U.S. cyclophosphamide competition of approximately 0%; U.S. GAAP sales growth for the period was

approximately 2% compared to FY 2018. 3Operating cash flows from continuing operations of $2,110 million in 2019 and $2,017 million in 2018 offset by capital expenditures of $696 million in 2019 and $659 million in 2018.

+4%

Page 14: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions
Page 15: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions

15

Patient Safety and Quality: Our Top Priority

Investing in quality systems and

processes

Improving key quality metrics

Strengthening relationships with

global regulators

Six FDA warning letters resolved

since 2014

Sole remaining open letter:

• Ahmedabad, India

Page 16: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions

16

Best Place to Work: Recognized for Excellence

Baxter’s inclusive culture and diverse workforce help advance our Mission and fuel innovation.

Select recognition highlights:

Baxter drives sustainability throughout its operations, and supports increased access to care, disaster relief, and STEM education, among other efforts.

Select recognition highlights:

Page 17: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions

17

Growth Through Innovation: Expanding our Impact

Multiple Avenues to Increase Patient Impact, Accelerate Growth

Driving growth through

evidence generation,

physician education, and

targeted market

investments

Market Development

Expanding beyond the

core to unlock new

therapies and markets

EnterAdjacencies

Executing on pipeline

opportunities and

geographic expansion

PortfolioInnovation

Page 18: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions

18

Growth Through Innovation: Expanding our Impact

Select Recent Highlights Include:

Planning in support of Advancing American Kidney Health Initiative

Acquired Seprafilm Adhesion Barrier

U.S. FDA approval for faster preparation of Floseal Hemostatic Matrix

Launch of Sharesource 2.0 clinical portal

U.S. launch of Myxredlin ready-to-use insulin for IV infusion

U.S. launch of Clinolipid proprietary olive oil-based lipid emulsion

U.S., Canadian launches of PrisMax system for CRRT

Acquired Cheetah Medical, a leader in hemodynamic monitoring technologies

Page 19: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions

19

Growth Through Innovation: Pipeline Momentum

New products, new indications and geographic expansion driving $1.7B in 2023 Sales1

1All references to “new products” and “launches” in this presentation include new product launches, line extensions and geographic expansions, unless

otherwise noted. New product sales figures reflect guidance provided at May 21, 2018 Investor Conference.

Accelerated pace of incremental and transformative innovation

Culture of innovation with the right organization and talent in place

Focused on successful execution of commercial launches

Resources aligned with high-growth opportunities

2020+ Highlights

Expanded Pump Offerings Sharesource Analytics

PIVA Specialized Monitoring Differentiated Molecules

Page 20: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions

20

Industry Leading Performance: Operational Excellence

2016 2018 2020 2023

~$0.4B

~$1.0B~$1.1B

~$1.2B

Portfolio Simplification

Strategic Growth

Continued Financial Discipline

Operations Optimization

Realized $1.0B+ Cumulative Annual Savings to Date vs. 2015

Pursuing Further Opportunities for Operational Efficiency

Page 21: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions

21

Industry Leading Performance: Capital Deployment

Investing in meaningful

innovation and growth

acceleration

opportunities

Increased quarterly

dividend to $0.245 per

share; currently targeting

~35% dividend payout

ratio of adjusted net

income over time

Executing strategic

acquisitions and

collaborations to

generate enhanced

returns

Selective share

repurchases to return

value to shareholders

REINVEST IN BUSINESS

DIVIDENDS M&ASHARE

REPURCHASE1

Strategically Deploying Capital to Create Value for Investors

1As indicated on the April 30, 2020 earnings conference call, Baxter has temporarily suspended share repurchases during the course of the ongoing COVID-19 pandemic.

Page 22: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions

22

Delivering Significant Value for Investors

~47% S&P HEALTH CARE

~141% BAXTER

~51% S&P 500

~51% DOW

~109% IHI

Total Shareholder Returns, 12/31/2015 – 5/1/20201

708090

100110120130140150160170180190200210220230240250260270

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Page 23: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions

23

Continuing Momentum: 2020 and Beyond

► Ensuring responsiveness and agility in an uncertain market

► Increasing innovation to drive accelerated revenue growth

► Maintaining strong cadence of product launches and

geographic expansions

► Realizing ongoing benefits of business transformation

initiatives

► Strategically deploying capital to enhance value and

improve profitability

Page 24: 2020 Annual Meeting of Stockholders · 2 2020 Annual Meeting of Stockholders Introductions and Meeting Procedures 2020 Annual Meeting Proposals Baxter Overview Voting Results Questions

2020 Annual

Meeting of

Stockholders

May 5, 2020