EX-99.2 4 ny20000619x1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

 Acquisition of  September 2, 2021 
 

               Baxter Forward-Looking Statements  This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the PrivateSecurities Litigation Reform Act of 1995, each as amended, 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, and financial outlook for 2021 – 2024 for standalone Baxter and the combined companies.Forward-looking statements provide current expectations of future events and include any statements that do not directly relate to any historical or current fact.Actual results could differ materially from those discussed in the forward-looking statements, as a result of factors, risks and uncertainties, not under the company’s control, including, but not limited to,: (i) conditions to the consummation of the Hillrom acquisition, including Hillrom’s shareholder approval of the proposed acquisition, may not be satisfied or the regulatory approvals required for the proposed acquisition may not be obtained on the terms expected or on the anticipated schedule; (ii) successful integration of Hillrom with the company and the realization of anticipated benefits of the acquisition (including anticipated synergies and net leverage targets) within the expected timeframes or at all; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement between the parties to the Hillrom acquisition; (iv) potential adverse reactions to the Hillrom acquisition by thecompany or Hillrom’s strategic partners; (v) the impact of global economic conditions (including potential trade wars) and public health crises and epidemics, such as the ongoing coronavirus (COVID-19) pandemic, on the company and its customers and suppliers, including foreign governments in countries in which the company operates; (vi) the demand for and market acceptance of risks for new and existing products (including the impact of reduced hospital admission rates and elective surgery volumes); (vii) product development risks (including any delays in required regulatory approvals); (viii) product quality or patient safety concerns; (ix) the impact of competitive products and pricing, including generic competition, drug reimportation and disruptive technologies; (x) accurate identification of and execution on business development and R&D opportunities and realization of anticipated benefits (including the acquisitions of Cheetah Medical, Seprafilm Adhesion Barrier and PerClot Polysaccharide Hemostatic System and the rights to Caelyx/Doxil for specified territories outside the U.S., and Transderm Scop); (xi) loss of key employees or inability to identify and recruit new employees; (xii) breaches or failures of the company’s information technology systems or products, including by cyberattack, unauthorized access or theft;(xiii) future actions of national and foreign regulatory and governmental authorities, including Food and Drug Administration, the Department of Justice, the Federal Trade Commission, the Securities and Exchange Commission, the New York Attorney General and the Environmental Protection Agency, 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; (xiv) uncertainties regarding actual or potential legal proceedings, including the opioid litigation, ethylene oxide litigation and litigation related to the company's internal investigation of foreign exchange gains and losses; (xv) increasing regulatory focus on privacy and security issues; failures with respect to compliance programs; (xvi) U.S. healthcare reform and other global austerity measures; (xvii) pricing, reimbursement, taxation and rebate policies of government agencies and private payers; proposed regulatory changes of the U.S. Department of Health and Human Services in kidney health policy and reimbursement; (xviii) 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; (xix) global, trade and tax policies; (xx) 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; (xxi) actions taken by tax authorities in connection with ongoing tax audits; (xxii) fluctuations in foreign exchange and interest rates; (xxiii) and other factors discussed in “Risk Factors” in Baxter’s Annual Report on Form 10-K for the most recently ended fiscal year and other filings with the SEC, which are available on Baxter’s website and at www.sec.gov. Baxter is providing the information in this communication as of this date and does not undertake any obligation to update any forward-looking statements as a result of new information, future events or otherwise.No SolicitationBaxter, its directors and executive officers are not soliciting proxies from the stockholders of Hillrom in connection with the proposed acquisition and are not participants in the solicitation of proxies by Hillrom. Baxter is making this communication for informational purposes only and does not intend to file any communication relating to the proposed acquisition on a proxy statement on Schedule 14A with the SEC.  2 
 

               Hillrom Forward-Looking Statements  This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Statements concerning general economic conditions, our financial condition, results of operations, cash flows and business and our expectations or beliefs concerning future events, including the demand for our products, the ability to operate our manufacturing sites at full capacity, future supplies of raw materials for our operations, product launches, share repurchases, international market conditions, expectations regarding our liquidity, our capital spending, plans for future acquisitions and divestitures, and our operating plans; and any statements using phases such as we or our management “expects,”“anticipates,” “believes,” “estimates,” “intends,” “plans to,” “ought,” “could,” “will,” “should,” “likely,” “appears,” “projects,” “forecasts,” “outlook” or other similar words or phrases are forward- looking statements that involve certain factors, risks and uncertainties that could cause Hillrom’s actual results to differ materially from those anticipated. Such factors, risks and uncertainties include: (1) the future impact of the COVID-19 pandemic on Hillrom’s business, including but not limited to, the impact on its workforce, operations, supply chain, demand for products andservices, and Hillrom’s financial results and condition; (2) Hillrom’s ability to successfully manage the challenges associated with the COVID-19 pandemic; (3) increasing regulatory focus on privacyand data security issues; (4) breaches or failures of Hillrom’s information technology systems or products, including by cyberattack, unauthorized access or theft; (5) failures with respect tocompliance programs; (6) Hillrom’s ability to achieve expected synergies from acquisitions; (7) risks associated with integrating recent acquisitions; (8) global economic conditions; (9) demand forand delays in delivery of Hillrom’s products; (10) Hillrom’s ability to develop, commercialize and deploy new products; (11) changes in regulatory environments; (12) the effect of adverse publicity;(13) the impact of competitive products and pricing; (14) Hillrom’s ability to maintain or increase margins; (15) the potential loss of key distributors or key personnel; (16) the impact of the Affordable Health Care for America Act (including excise taxes on medical devices) and any applicable healthcare reforms (including changes to Medicare and Medicaid), and/or changes in third- party reimbursement levels; (17) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement between the parties to the proposed transaction; (18) the failure to obtain the approval of Hillrom’s shareholders, (19) the failure to obtain certain required regulatory approvals or the failure to satisfy any of the other closing conditions to the completion of the proposed transaction within the expected timeframes or at all; (20) risks related to disruption of management’s attention from Hillrom’s ongoing business operations due to the transaction; (21) the effect of the announcement of the transaction on the ability of Hillrom to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business, or on its operating results and business generally; (22) the ability to meet expectations regarding the timing and completion of the transaction;(23) uncertainty regarding actual or potential legal proceedings; and (24) the other risks listed from time to time in Hillrom’s filings with the SEC. For additional information concerning factors that could cause actual results and events to differ materially from those projected herein, please refer to Hillrom’s Annual Report on Form 10-K for the year ended September 30, 2020 and in other documents filed by Hillrom with the SEC, including subsequent Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. Hillrom is providing the information in this communication as of this date and assumes no obligation to update or revise the forward-looking statements in this communication because of new information, future events, or otherwise.Participants in the Solicitation:Hillrom and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Hillrom’s common stock in respect of the proposed transaction. Information about the directors and executive officers of Hillrom and their ownership of Hillrom’s common stock is set forth in the definitive proxy statement for Hillrom’s 2021 Annual Meeting of Stockholders, which was filed with the SEC on January 19, 2021, or its Annual Report on Form 10-K for the year ended September 30, 2020, and in other documents filed by Hillrom with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available.  2 
 

               Use of Non-GAAP Financial Measures  In this presentation, the company is disclosing certain non-GAAP financial measures which are presented on a standalone basis for Baxter and in some cases on a pro formabasis including Hillrom. These non-GAAP financial measures are not in accordance with generally accepted accounting principles in the United States.The company is unable to present a quantitative reconciliation to the most directly comparable U.S. GAAP measures for the forward-looking non-GAAP financial measures used in this presentation without unreasonable effort as certain items that impact these measures, such as the potential impact of future business or asset acquisitions or dispositions, including the proposed acquisition of Hillrom, intangible asset impairments, restructuring actions, developments related to gain or loss contingencies, or unusual or infrequently occurring items that may occur during the remainder of 2021 or in future years have not yet occurred, are sometimes out of the company’s control and cannot be predicted. A reconciliation to certain historical non-GAAP figures included in this document to the corresponding U.S. GAAP measures follows in the section titled Non-GAAP Reconciliations and is available at www.baxter.com. In addition, an explanation of the ways in which Baxter management uses these supplemental non-GAAP measures to evaluate its business and the substantive reasons why Baxter management believes that these non-GAAP measures provide useful information to investors is included in the company’s press release filed with the SEC on Form 8-K on September 2, 2021. This information should be considered in addition to, and not as substitutes for, information prepared in accordance with U.S. GAAP.Baxter strongly encourages investors to review its consolidated financial statements and publicly filed reports (and those of Hillrom) in their entirety and cautions investors that the non-GAAP measures used by the company may differ from similar measures used by other companies (including Hillrom), even when similar terms are used to identify such measures.The non-GAAP financial measures include the following historical items: pro forma net sales, pro forma adjusted EBITDA, and pro forma free cash flow. The company defines pro forma net sales as net sales as if the results of Baxter and Hillrom had been combined since the beginning of 2020. The company defines pro forma adjusted EBITDA as income before interest, taxes, depreciation, amortization, and special items as if the results of Baxter and Hillrom had been combined since the beginning of 2020. The company defines pro forma free cash flow as operating cash flow less capital expenditures as if the results of Baxter and Hillrom had been combined since the beginning of 2020.The non-GAAP financial measures include the following forecasted items: adjusted earnings per share (EPS) accretion, pro forma net leverage, return on invested capital (ROIC), adjusted operating margin expansion, adjusted earnings growth, and free cash flow conversion. The company defines adjusted EPS accretion as the increase in its adjusted EPS (i.e., diluted EPS excluding special items, net of the related income tax effects) resulting from the proposed Hillrom acquisition. The company defines pro forma net leverage as total debt less cash and cash equivalents following completion of the proposed Hillrom acquisition divided by the trailing-twelve month (TTM) adjusted EBITDA of the combined companies as if the results of Baxter and Hillrom had been combined since the beginning of that TTM period. The company defines ROIC as free cash flow derived from Hillrom divided by the enterprise value of Hillrom at the date of acquisition. The company defines adjusted operating margin expansion as the increase in its adjusted operating income (i.e., operating income excluding special items) as a percentage of revenue. The company defines adjusted earnings growth as the percentage increase in its adjusted net income (i.e., net income excluding special items, net of the related income tax effects). The company defines free cash flow conversion as free cash flow divided by adjusted net income.  2 
 

 Today’s speakers  James (Jay) SaccaroExecutive Vice President and Chief Financial Officer  2  John P. GroetelaarsPresident and Chief Executive Officer  José (Joe) E. AlmeidaChairman, President and Chief Executive Officer 
 

               Advancing patient care and increasing stakeholder value through expanded reach, high-impact innovation and digital enablement  2  Accelerating our Shared Vision to Transform Healthcare 
 

 Baxter at a glance  7  Established leadership position across portfolio  Leadership    Optimizing resources across portfolio  Global Opportunity    Digital Transformation        2020 Revenue by Business1  Global Category Size & Growth2  Pharmaceuticals  Medication Delivery  Renal Care  TotalBiopharma Solutions Acute TherapiesAdvanced SurgeryClinical Nutrition  $0.5B  $0.7B  $0.9B  $0.9B  $2.1B  $2.7B  $3.8B  $13B+  $23B+  $55B+  $4B+  $3B+  $1B+  Renal Care  Medication Delivery  Clinical Nutrition  Advanced Surgery  Acute Therapies  Enabling a digital operating model to deliver digital solutionsDigital HealthData-driven products, personalized care  Digital Customer ExperienceConnected and simplified experiences  Digital CoreSmarter, fasterend-to-end processes  4% – 5%  ~1%  3% - 4%  ~2%  ~4%  TAM3: $100B+ WAMGR4: ~3%1Fiscal year ended 12/31/2020. Total revenue includes $0.1B of Other revenue not presented above. 2Global category size based on internal estimates for 2021. Reflects 2021E-2024E growth rates. 3TAM represents total addressable market. 4WAMGR represents weighted average market growth rate.  % CAGR4% – 5%  $11.7B  Pharmaceuticals 
 

 The Baxter journey  8      2016–2017:A Fresh Start  2018–2020:Building the Foundation  2021 and Beyond:Accelerating TransformationUnlocking innovation across the care continuum through digital transformationIntensified focus on entering adjacencies through organic innovation and business development initiatives  Strengthen our portfolio and extend our impact through transformative innovation that spans prevention to recovery    Realigned structure to drive innovation    Created regional go-to-market strategies    Upgraded organizational talent    Improved quality controls    Strengthened financial position    Bolstered organic innovation  and R&D productivity    development initiatives  Refined corporate strategy  Completed targeted business   
 

 Hillrom at a glance1  9  Global medical technology leader with a diversified portfolio    Shifting focus to higher-growth categories  Leadership Global Opportunity        2020 Revenue by Business2  Global Category Size & Growth3  15% – 20%  5% – 7%  4% – 6%  4% – 5%  1% – 3%  TAM: $40B+ WAMGR: 5%+  $4B+  $6B+  $6B+  $12B+  $7B+  $6B+  Surgical Connectivity  Respiratory Health  Intelligent Diagnostics  Connected Monitoring  Care Communications  Smart Beds  $0.3B  $1.0B  $1.5B  Front Line Care  Patient Support Systems  1Hillrom financial information used throughout this presentation has been sourced from their applicable filings with the Securities and Exchange Commission available at www.sec.gov and from their investor presentation materials available at www.hillrom.com. 2Fiscal year ended 9/30/2020. Total does not foot due to rounding. 3Post-COVID market growth rate from 2021E to 2024E as stated in Hillrom Q3 2021 earnings presentation.  $2.9B  TotalSurgical Solutions  % CAGR1% – 3%  Advancing category leadership with healthcare solutions  Innovation        New Product Revenue  $300M+  $450M+  $570M+  FY 2018 FY 2019  FY 2020 
 

 Hillrom’s transformation1  10  Portfolio evolution and innovation driving non-capital revenue mix growth  Connected Care Strategy    Revenue Mix Shift      Offering connected care solutions to address pain points220%+Connected Care 2021 ExpectedRevenue Growth    FY 2018 FY 2021 Outlook1Fiscal year ended 9/30/2020. 2% of total annual revenue.    ~70%  Smart BedsConnected Care  ~50%          <20%      <15%    ~30%      ~15%          ~35%  ~25%  ~15%  ~10%  ~50%  ~65%  FY 2010  FY 2020  $2.9B  $1.5B  Non-Capital  Other Capital  Bed Systems 
 

 A strategic and complementary combination        Shared vision to transform healthcare by improving clinical outcomes through accelerated product and digital innovation across the care continuum and care settingsExpanded reach brings our combined portfolio of products and solutions to evenmore patients and providers worldwideA combined company that will attract and inspire talent with common values of inclusion, personal growth, innovation, and corporate responsibilityMeaningful value creation opportunity through substantial anticipated cost synergies, significant potential revenue growth opportunities, and strong cash flow generation  11 
 

                   Shared vision to transform healthcare  Baxter Smart Pumps      Progressa® Bed      Voalte® Platform      Baxter Smart Pumps      AMIA PD Cycler w/ Sharesource      Voalte® Platform      Welch Allyn® VitalSigns Monitors      Smart+ Beds      Life2000® Ventilator  Enhance clinical outcomes and efficiencies through product and digital innovation  Drive actionable insights through expanded connected care solutions  Enable hospital @ home and lead across care continuum with digital solutions      Hospital Setting  Non-Acute Setting  Home Setting      Connected Care      Therapies      Diagnostics      Monitoring  12 
 

     $2.9B  Expanded reach of complementary portfolios  13  Hillrom Sales by Geography1    Baxter Sales by Geography1    1BAX: Fiscal year ended 12/31/2020; HRC: Fiscal year ended 09/30/2020. 2Pro forma amounts as presented on this slide represent the combined results of Baxter for its fiscal year ended 12/31/2020and Hillrom for its fiscal year ended 09/30/2020 and are not intended to represent pro forma financial information under Article 11 of Securities and Exchange Commission Regulation S-X.  Pro Forma Sales by Geography2        Opportunity to expand combined portfolio internationally and within faster-growing emerging markets  $11.7B      $14.6B  US  42%  US  68%  US  47%  International  58%  International  32%  International  53%  Emerging Markets  22%  Emerging Markets  9%  Emerging Markets  19%           
 

 A combined company that will attract and inspire talent  14  Unique opportunity to help shape Baxter’s strategy, position and solutions withinthe hospital and alternate sites of care  Mission to save and sustain lives, and improve care and patient outcomes  Ethics and compliance in all that we do  Patient safety and product quality  Expanded innovation pipeline, boosting opportunities and attractiveness for talent      Continued focus on being a Best Place to Work and Corporate Responsibility  Shared mission to improve clinical outcomes and care efficiency, enabling access and affordability  Foundation of shared values 
 

 Meaningful value creation opportunity1  15  2020 Pro Forma Financials2  $14.6BSales  $3.3BAdjusted EBITDA  $1.6BFree Cash Flow  ~$250MCost Synergies by Year 3 post closeWith additional opportunities thereafter  ~4.2xNet Leverageat Closing    Cost SynergiesBack-office optimization & other G&A savingsManufacturing & supply chain infrastructure  Baxter Capital Allocation PrioritiesCommitted to investment gradeStrong, sustainable cash flow  1Non-GAAP financial measures referenced in this slide include pro forma sales, pro forma adjusted EBITDA, pro forma free cash flow, and pro forma net leverage. Further discussion of Non- GAAP financial measures and reconciliations to comparable U.S. GAAP measures can be found herein and are available at www.baxter.com. 2The financial results of Hillrom, which has a September 30 fiscal year end, are included in the pro forma amounts presented in this slide on a trailing twelve-month (TTM) basis for the period ended December 31, 2020, and are not intended to represent pro forma financial information under Article 11 of Securities and Exchange Commission Regulation S-X.  2.75xYear 2Net Leverage Target 
 

 Baxter long-term standalone financial outlook1  16      BAX Standalone Outlook  2021 – 2024Financial OutlookSales Growth2CAGR  4% - 5%  Adjusted OperatingMargin Expansion  50+ bps annually300+ bps 2021-2024  Adjusted Diluted EPSCAGR  Low Double Digits  Free Cash FlowConversion3  80%+  Baxter standalone outlook does not assume any impact from the proposed transaction  1Non-GAAP financial measures referenced in this slide, which are presented on a standalone basis for Baxter, include constant currency sales growth, adjusted operating margin expansion, adjusted diluted EPS CAGR, and free cash flow conversion. Further discussion of Non-GAAP financial measures and reconciliations to comparable U.S. GAAP measures can be found herein and are available at www.baxter.com. 2Assumes current foreign exchange rates. 3Operating cash flow less capital expenditures divided by adjusted net income. 
 

 Transaction summary  21  Acquisition of 100% of outstanding Hillrom shares for$156.00 per share in cashRepresents an equity value of $10.5 billion and enterprise value of $12.4 billion26% premium to unaffected stock price as of July 27, 2021Assumption / repayment of all outstanding Hillrom debt  Timing  Financing  Terms  Fully committed bridge facility of $11.4 billion in placePermanent debt financing to be secured prior to close  Transaction expected to close in early 2022, subject to Hillrom shareholder approval and other customary closing conditions (including regulatory approvals) 
 

 Meaningful value creation opportunity  21  Robust ShareholderReturns  Cost Synergies  Scale & Growth  A stronger partner for our customers with broadened product and service offering globallyMultiple opportunities to expand WAMGR and accelerate growth through an increased presence across connected care, hospital, non-acute and home care settings, as well as in international markets  Expected to realize ~$250M of cost synergies by year 3, with additional opportunities thereafterLargely expense focused on back-office optimization, manufacturing & supply chain infrastructure, and certain other G&A savings  Adjusted earnings accretion of low double digits expected in year 1 post close, increasing to 20%+ by year 3 and expanding thereafter, excluding any potential revenue growth opportunitiesHigh-single digit Return on Invested Capital (ROIC) expected by year 5  Balance Sheet Implications  Projected net leverage ratio of ~4.2x Net Debt / LTM Adjusted EBITDA at closeCommitted to maintaining a solid investment grade credit rating with a priority to de-lever over time  Capital Allocation  Committed to dividend paymentExpect to moderate share repurchase program in the near-term to focus on de-levering 
 

 Well-positioned for successful integration  21  Baxter has an established track record in business optimization with >$1.0B in annual savings realized since 2015; plan to implement a similar strategy to realize the significant cost savings opportunity  Focus of synergy realization will be on minimizing risk to top-line growth and business disruptionCost savings focused on G&A, select supply chain opportunities, and utilizing our existing geographic infrastructureIntegration strategy will preserve our combined existing customer relationships  Expect to incorporate Hillrom business into new or existing product categories within Baxter and invest in complementary connected care capabilities across portfolio to accelerate growth  Giuseppe Accogli will lead designated integration planning team comprised of senior members of both organizations  1  2  3  4 
 

 Driving compelling value for all stakeholders  Our Patients and ProvidersCombining complementary portfolios with connected care offerings to improve patient outcomes and enhance economic value          Our PeopleUniting talented, diverse employees who have the skills and passion to shape the future of the healthcare landscape  Our ShareholdersAccelerating financial outlook through product and digital innovation, care setting and geographic expansion and cost synergies      21 
 

 Save and Sustain Lives  Advancing our Mission  21 
 

 Acquisition of  Non-GAAP Reconciliations September 2, 2021 
 

 Reconciliation of Non-GAAP Financial MeasureBaxter Net Sales to Pro Forma1 Net Sales for the Year Ended December 31, 2020  (in millions)  1 Pro forma amounts as presented in this slide represent the combined results of Baxter and Hillrom and are not intended to represent pro forma financial information under Article 11 of Securities and Exchange Commission Regulation S-X.2 The financial results of Hillrom, which has a September 30 fiscal year end, are presented in this slide on a trailing twelve-month (TTM) basis for the period ended December 31, 2020.  Baxter net sales as reported  $ 11,673  Hillrom TTM sales ²   2,937   Pro forma net sales   $ 14,610       For more information on the company's use of non-GAAP financial measures in this presentation, please see the company's Current Report on Form 8-K filed with the Securities and Exchange Commission on the date of this presentation.  23 
 

 Reconciliation of Non-GAAP Financial MeasureBaxter Net Income to Pro Forma1 Adjusted EBITDA for the Year Ended  For more information on the company's use of non-GAAP financial measures in this presentation, please see the company's Current Report on Form 8-K filed with the Securities and Exchange Commission on the date of this presentation.  24  1 Pro forma amounts as presented in this slide represent the combined results of Baxter and Hillrom and are not intended to represent pro forma financial information under Article 11 of Securities and Exchange Commission Regulation S-X.2 The financial results of Hillrom, which has a September 30 fiscal year end, are presented in this slide on a trailing TTM basis for the period ended December 31, 2020.  December 31, 2020   Baxter      Hillrom²      Pro Forma  (in millions)            Net income  $ 1,110    $ 242    $ 1,352  Income tax expense  182    58    240  Net interest expense  134    72    206  Depreciation and amortization  823    180    1,003  EBITDA  2,249    552    2,801  Business optimization items  117    61    178  Acquisition and integration expenses  40    6    46  European medical devices regulation  33    16    49  Investigation and related costs  23    -    23  Intangible asset impairment  17    -    17  Pension settlement  43    8    51  Loss on debt extinguishment  110    -    110  Product-related items  29    5    34  Litigation settlementsGain from remeasuring investment to fairvalue upon acquisition of a controlling investment in an investee  --    (1)(3)    (1)(3)  Adjusted EBITDA  $ 2,661    $ 644    $ 3,305 
 

 Reconciliation of Non-GAAP Financial MeasureBaxter Cash Flows From Operations to Pro Forma1 Free Cash Flow for the Year Ended December 31, 2020  2 The cash flows of Hillrom, which has a September 30 fiscal year end, are presented in this slide on a TTM basis for the period ended December 31, 2020.  For more information on the company's use of non-GAAP financial measures in this presentation, please see the company's Current Report on Form 8-K filed with the Securities and Exchange Commission on the date of this presentation.  25  (in millions)  1 Pro forma amounts as presented in this slide represent the combined results of Baxter and Hillrom and are not intended to represent pro forma financial information under Article 11of Securities and Exchange Commission Regulation S-X.     Baxter      Hillrom²      Pro Forma  Cash flows from operations - continuing operations  $ 1,870    $ 505    $ 2,375  Cash flows from investing activities  $ (1,179)    $ (136)    $ (1,315)  Cash flows from financing activities  $ (345)    $ (288)    $ (633)  Cash flows from operations - continuing operations  $ 1,870    $ 505    $ 2,375  Capital expenditures  (709)    (111)    (820)  Free cash flow - continuing operations  $ 1,161    $ 394    $ 1,555 
 

 Acquisition of  September 2, 2021