UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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) July
19, 2007
Baxter
International Inc.
(Exact
name of registrant as specified in its charter)
(State
or
other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
One
Baxter Parkway, Deerfield, Illinois
|
60015-4633
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(Registrant’s
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 (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 Results.
On
July
19, 2007, Baxter International Inc. issued an earnings press release for the
quarterly period ended June 30, 2007. The press release, including attachments,
is furnished as Exhibit 99.1 to this report.
The
press
release contains non-GAAP financial measures as defined by the Securities and
Exchange Commission. These measures are used in addition to results presented
in
accordance with generally accepted accounting principles (GAAP). The non-GAAP
financial measures reflect an additional way of viewing aspects of the company’s
operations that, when viewed with GAAP results and the accompanying
reconciliations to corresponding GAAP financial measures, may provide a more
complete understanding of factors and trends affecting the company's business.
Management strongly encourages investors to review the company’s consolidated
financial statements and publicly filed reports in their entirety.
The
non-GAAP financial measures include adjusted earnings per diluted share and
net
income, excluding special items. Special items are excluded because they are
unusual or nonrecurring and accordingly can be highly variable, difficult to
predict, and of a size that may substantially impact the company’s reported
operations for a period. Management believes that non-GAAP earnings measures
facilitate a fuller analysis of the company’s results of operations,
particularly in evaluating performance from one period to another. Accordingly,
management uses these non-GAAP measures internally in financial planning, to
monitor performance, and in setting performance compensation
targets.
The
press
release also uses “free cash flow,” which is defined as cash flow from
operations less capital expenditures and is not a measure defined in accordance
with GAAP. This measure is used internally to evaluate the company’s cash
performance, and management believes that free cash flow is a useful measure
to
investors in that it provides a representation of the company’s cash level
available to reduce debt outstanding, pay common stock dividends, repurchase
common stock or make strategic investments and acquisitions.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| |
99.1
|
Press
Release dated July 19, 2007.
|
SIGNATURES
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 thereunto
duly authorized.
| |
|
|
| |
BAXTER
INTERNATIONAL INC. |
|
|
|
| |
By: |
/s/ David
P.
Scharf |
| |
David
P. Scharf |
| |
Corporate
Vice President,
Associate
General Counsel and
Corporate
Secretary
|
Date:
July 19, 2007
Exhibit
Index
|
Exhibit
No.
|
Description
|
| |
|
|
99.1
|
Press
Release dated July 19, 2007.
|