Current Report Filing (8-k)
October 25 2016 - 7:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 25, 2016
Baxter International Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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1-4448
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36-0781620
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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One Baxter Parkway, Deerfield, Illinois
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60015
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(Address of principal executive offices)
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(Zip Code)
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(224) 948-2000
(Registrants telephone
number, including area code)
(Former name or
former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d 2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On October 25, 2016, Baxter International Inc. (the Company) issued an earnings press release for the quarterly period ended
September 30, 2016. The press release, including attachments, is furnished as Exhibit 99.1 to this report.
The press release
furnished as Exhibit 99.1 contains financial measures that are not calculated in accordance with generally accepted accounting principles (GAAP). The non-GAAP financial measures include adjusted operating income, adjusted pre-tax income
from continuing operations, adjusted income from continuing operations and adjusted diluted earnings per share from continuing operations, each excluding special items, and constant currency sales. Special items are excluded because they are highly
variable, difficult to predict or unusual and of a size that may substantially impact the Companys reported operations for a period. Net sales amounts are presented on a constant currency basis. This measure provides information on the change
in net sales assuming that foreign currency exchange rates have not changed between the prior and current periods. Non-GAAP financial measures may provide a more complete understanding of the Companys operations and can facilitate a fuller
analysis of the Companys results of operations, particularly in evaluating performance from one period to another. Additionally, intangible asset amortization is excluded as a special item to facilitate an evaluation of current and past
operating performance and is similar to how management internally assesses performance.
Management believes that non-GAAP earnings measures,
when used in conjunction with the results presented in accordance with GAAP and the reconciliations to corresponding GAAP financial measures, may enhance an investors overall understanding of the Companys past financial performance and
prospects for the future. Accordingly, management uses these non-GAAP measures internally in financial planning, to monitor business unit performance, and in some cases for purposes of determining incentive compensation. This information should be
considered in addition to, and not as substitutes for, information prepared in accordance with GAAP.
The Company strongly encourages
investors to review its consolidated financial statements and publicly filed reports in their entirety and cautions investors that the non-GAAP measures used by the Company may differ from similar measures used by other companies, even when similar
terms are used to identify such measures.
Item 9.01 Financial Statements and Exhibits.
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Exhibit Number
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Description
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99.1
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Press release dated October 25, 2016.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BAXTER INTERNATIONAL INC.
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By:
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/s/ James K. Saccaro
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James K. Saccaro
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Corporate Vice President and Chief Financial Officer
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Date: October 25, 2016
Exhibit Index
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Exhibit Number
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Description
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99.1
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Press Release dated October 25, 2016.
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