Current Report Filing (8-k)
April 26 2017 - 7:41AM
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):
April 26, 2017
Baxter International Inc.
(Exact name of registrant as
specified in its charter)
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Delaware
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1-4448
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36-0781620
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(State or other jurisdiction
of incorporation)
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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)
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
☐
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(e) of the Exchange
Act ☐
Item 2.02 Results of Operations and Financial Condition.
On April 26, 2017, Baxter International Inc. (the Company) issued an earnings press release for the quarterly period ended
March 31, 2017. 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 income from continuing operations, adjusted diluted
earnings per share from continuing operations, constant currency sales, operational sales and free cash flow. Adjusted income from continuing operations and adjusted diluted earnings per share exclude special items. 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. 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. 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. Net sales are also presented on an operational basis, which excludes the impact of foreign exchange, generic competition for U.S.
cyclophosphamide and select strategic product exits, which the Company has begun to undertake. Net sales measures are used to enhance comparability between periods and better identify operating trends. Free cash flow represents operating cash flow
less capital expenditures. This measure provides an indication of cash flow that may be available to fund investments in future growth initiatives. 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.
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 April 26, 2017.
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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
/ J
AMES
K. S
ACCARO
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James K. Saccaro
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Corporate Vice President and Chief Financial Officer
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Date: April 26, 2017
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 April 26, 2017.
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