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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) January 26, 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 January 26, 2006, Baxter International Inc. issued an earnings press release
for the fourth quarter and full-year 2005. 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, adjusted income before income taxes, adjusted income tax expense,
adjusted gross profit and adjusted earnings per share, each excluding certain
items that are unusual or nonrecurring. Each of these items is identified in the
reconciliations to corresponding GAAP financial measures that accompany the
press release. Unusual or nonrecurring items can be highly variable, difficult
to predict, and of a size that may substantially impact the company's reported
operations for a period. In addition, the tax rate may vary substantially by the
type of unusual or recurring item so disclosing income before and after tax
impact (as bridged by the tax) may provide users with additional insight into
the impact of these items. 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
continuing 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 January 26, 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/ Susan R. Lichtenstein
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Susan R. Lichtenstein
General Counsel and
Corporate Secretary
Date: January 26, 2006
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99 Press Release dated January 26, 2006