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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 20, 2006
BAXTER INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-4448 36-0781620
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(Commission File Number) (IRS Employer Identification No.)
One Baxter Parkway, Deerfield, Illinois 60015
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(Address of principal executive offices) (Zip Code)
(847) 948-2000
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(Registrant's telephone number, including area code)
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(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):
[ ] 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))
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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On July 20, 2006, Baxter International Inc. issued an earnings press release for
the quarterly period ended June 30, 2006. The press release, including
attachments, is furnished as Exhibit 99 to this report.
The press release contains several 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 income from continuing
operations and adjusted earnings per diluted share, each excluding special items
and the impact of stock-option expense under SFAS No. 123-R. 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. Stock-option expense under SFAS No.
123-R is excluded to provide a comparison to prior periods that have not been
restated to include such expenses. Management believes that these 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) The following exhibit is furnished herewith:
99--Press Release dated July 20, 2006
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
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David P. Scharf
Corporate Vice President and
Corporate Secretary
Date: July 20, 2006
EXHIBIT INDEX
Exhibit No. Description
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99 Press Release dated July 20, 2006