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)
1-4448 | 36-0781620 | |
(Commission File Number) | (I.R.S. Employer Identification No.) |
One Baxter Parkway, Deerfield, Illinois | 60015 | |
(Address of principal executive offices) | (Zip Code) |
(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))
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.
(d) | Exhibits. |
Exhibit Number |
Description | |
99.1 | Press release dated October 25, 2016. |
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.
BAXTER INTERNATIONAL INC. | ||
By: | /s/ James K. Saccaro | |
James K. Saccaro | ||
Corporate Vice President and Chief Financial Officer |
Date: October 25, 2016
Exhibit Index
Exhibit Number |
Description | |
99.1 | Press Release dated October 25, 2016. |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Media Contact:
Deborah Spak, (224) 948-2349
Investor Contact:
Clare Trachtman, (224) 948-3085
BAXTER REPORTS THIRD QUARTER 2016 RESULTS AND INCREASES
FINANCIAL OUTLOOK FOR FULL-YEAR 2016
Strong Operational Performance Contributes to Margin Improvement
Third Quarter GAAP Earnings per Share of $0.23;
Adjusted Earnings per Share of $0.56 increased 37 percent
DEERFIELD, Ill., October 25, 2016 Baxter International Inc. (NYSE:BAX) today reported results for the third quarter of 2016, and increased its earnings per share outlook for full-year 2016. Baxters third quarter worldwide sales totaled $2.6 billion, an increase of 3 percent on a reported basis and 4 percent on a constant currency basis as compared to the prior-year period.
We are pleased with the continued strength across our core franchises as well as our improved financial performance, both of which are reflected in our third quarter results, said José (Joe) E. Almeida. Given this progress, we are intensifying our focus on portfolio management and innovation to accelerate our efforts to introduce new products and therapies.
Financial Results
During the quarter, Baxter reported income from continuing operations of $127 million, or $0.23 per diluted share, on a GAAP (Generally Accepted Accounting Principles) basis. These results included net after-tax special items totaling $184 million, primarily related to business optimization initiatives, intangible asset amortization, debt extinguishment and Baxalta related spin-off costs.
- more -
BAXTER REPORTS THIRD QUARTER 2016 RESULTS Page 2
On an adjusted basis, excluding special items, Baxters third quarter income from continuing operations totaled $311 million, or $0.56 per diluted share, exceeding the companys previously-issued guidance of $0.43 to $0.45 per diluted share.
Baxters worldwide sales totaled $2.6 billion in the third quarter, an increase of 3 percent on a reported basis and 4 percent on a constant currency basis as compared to the prior-year period. Sales within the U.S. were $1.1 billion, advancing 6 percent, while international sales totaled $1.5 billion, representing a 1 percent increase on a reported basis, and an increase of 3 percent on a constant currency basis. Adjusting for the impact of foreign exchange, generic competition for cyclophosphamide, and 2015 PROTOPAM orders, Baxters sales increased 12 percent in the U.S. and rose 6 percent globally in the third quarter.
By business, Hospital Products sales of $1.6 billion in the third quarter increased 2 percent on a reported basis and 3 percent on a constant currency basis. Adjusting for the impact of foreign exchange, cyclophosphamide and PROTOPAM, Hospital Products sales advanced 7 percent from the prior-year period. Hospital Products performance in the quarter benefited from strong sales across the portfolio, driven by increased demand and favorable pricing in the U.S. for the companys IV solutions, nutritional therapies, pharmacy injectables and IV access administration sets. Strength internationally in the companys hospital pharmacy compounding services and cytotoxic contract manufacturing business also contributed to growth in the quarter.
- more -
BAXTER REPORTS THIRD QUARTER 2016 RESULTS Page 3
Baxters Renal sales totaled $977 million in the third quarter, representing a 4 percent increase on a reported basis, and a 6 percent increase on a constant currency basis. Growth was driven by strong sales of peritoneal dialysis products as well as increased demand globally for continuous renal replacement therapies. Contributing to growth in the quarter were the recent launches of Baxters new Automated Peritoneal Dialysis (APD) systems, AMIA in the U.S. and HOMECHOICE CLARIA outside the U.S. Both of these systems utilize Baxters SHARESOURCE Connectivity Platform, which is the first and only two-way, remote patient management system for home dialysis therapy globally.
Financial Outlook
Based on the companys strong performance in the first three quarters of the year, Baxter is raising its financial outlook for full-year 2016 including sales growth of approximately 2 percent on a reported basis or 4 percent on a constant currency basis, and earnings from continuing operations, before special items, of $1.88 to $1.91 per diluted share for the full year. Previous guidance called for reported sales of 1 to 2 percent (or 3 to 4 percent constant currency) and earnings of $1.69 to $1.74 per diluted share.
For the fourth quarter, the company expects sales growth of approximately 2 percent on both a reported and constant currency basis. Baxter expects earnings from continuing operations, before special items, of $0.49 to $0.52 per diluted share for the fourth quarter of 2016.
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BAXTER REPORTS THIRD QUARTER 2016 RESULTS Page 4
The earnings per share guidance for the fourth quarter and full-year 2016 excludes $0.05 and $0.22, respectively, per diluted share of intangible asset amortization expense; an estimated $0.01and $0.07, respectively, per diluted share of Baxalta separation-related expense activities; an estimated $0.07 and $0.51, respectively, per diluted share of business optimization charges; and $7.84 per diluted share of asset impairment, debt extinguishment loss, product related reserve adjustments, and Baxalta retained stake gains for full-year 2016. These estimates are based on information reasonably available at the time of this release and future events or new information may result in different actual results. Reconciling for the inclusion of these items results in GAAP earnings of $0.36 to $0.39 per diluted share for the fourth quarter of 2016, and $8.92 to $8.95 per diluted share for full-year 2016.
A webcast of Baxters third quarter conference call for investors can be accessed live from a link on the companys website at www.baxter.com beginning at 7:30 a.m. CDT on October 25, 2016. Please see www.baxter.com for more information regarding this and future investor events and webcasts.
Baxter provides a broad portfolio of essential renal and hospital products, including home, acute and in-center dialysis; sterile IV solutions; infusion systems and devices; parenteral nutrition; biosurgery products and anesthetics; and pharmacy automation, software and services. The companys global footprint and the critical nature of its products and services play a key role in expanding access to healthcare in emerging and developed countries. Baxters employees worldwide are building upon the companys rich heritage of medical breakthroughs to advance the next generation of healthcare innovations that enable patient care.
- more -
BAXTER REPORTS THIRD QUARTER 2016 RESULTS Page 5
This release includes forward-looking statements concerning the companys financial results, business development activities, capital structure, cost savings initiatives, R&D pipeline including results of clinical trials and planned product launches, and outlook for 2016. The statements are based on assumptions about many important factors, including the following, which could cause actual results to differ materially from those in the forward-looking statements: demand for and market acceptance of risks for new and existing products, and the impact of those products on quality or patient safety concerns; product development risks; product quality or patient safety concerns; future actions of regulatory bodies and other governmental authorities, including the FDA and foreign counterparts; failures with respect to compliance programs; future actions of third parties, including payers; U.S. healthcare reform and other global austerity measures; pricing, reimbursement, taxation and rebate policies of government agencies and private payers; the impact of competitive products and pricing, including generic competition, drug reimportation and disruptive technologies; global, trade and tax policies; accurate identification of and execution on business development and R&D opportunities and realization of anticipated benefits; fluctuations in supply and demand; the availability of acceptable raw materials and component supply; the inability to create timely production capacity or other manufacturing supply difficulties; the ability to achieve the intended results (including targeted margin improvements) associated with the separation of the biopharmaceutical and medical products businesses; the ability to enforce owned or in-licensed patents or the patents of third parties preventing or restricting manufacture, sale or use of affected products or technology; the impact of global economic conditions; fluctuations in foreign exchange and interest rates; any change in law concerning the taxation of income, including income earned outside the United States; actions taken by tax authorities in connection with ongoing tax audits; breaches or failures of the companys information technology systems; loss of key employees or inability to identify and recruit new employees; the outcome of pending or future litigation; the adequacy of the companys cash flows from operations to meet its ongoing cash obligations and fund its investment program; and other risks identified in Baxters most recent filing on Form 10-K and other Securities and Exchange Commission filings, all of which are available on Baxters website. Baxter does not undertake to update its forward-looking statements.
# # #
BAXTER PAGE 6
BAXTER INTERNATIONAL INC.
Consolidated Statements of Income
Three Months Ended September 30, 2016 and 2015
(unaudited)
(in millions, except per share and percentage data)
Three Months Ended September 30, |
||||||||||||
2016 | 2015 | Change | ||||||||||
NET SALES |
$ 2,558 | $ 2,487 | 3% | |||||||||
COST OF SALES |
1,487 | 1,453 | 2% | |||||||||
|
||||||||||||
GROSS MARGIN |
1,071 | 1,034 | 4% | |||||||||
|
||||||||||||
% of Net Sales |
41.9% | 41.6% | 0.3 pts | |||||||||
MARKETING AND ADMINISTRATIVE EXPENSES |
726 | 794 | (9% | ) | ||||||||
% of Net Sales |
28.4% | 31.9% | (3.5 pts | ) | ||||||||
RESEARCH AND DEVELOPMENT EXPENSES |
159 | 148 | 7% | |||||||||
% of Net Sales |
6.2% | 6.0% | 0.2 pts | |||||||||
|
||||||||||||
OPERATING INCOME |
186 | 92 | 102% | |||||||||
|
||||||||||||
% of Net Sales |
7.3% | 3.7% | 3.6 pts | |||||||||
NET INTEREST EXPENSE |
14 | 34 | (59% | ) | ||||||||
OTHER EXPENSE, NET |
44 | 91 | (52% | ) | ||||||||
|
||||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |
128 | (33 | ) | NM | ||||||||
|
||||||||||||
INCOME TAX EXPENSE (BENEFIT) |
1 | (35 | ) | NM | ||||||||
|
||||||||||||
% of Income from Continuing Operations before Income Taxes |
0.8% | 106.1% | NM | |||||||||
INCOME FROM CONTINUING OPERATIONS |
127 | 2 | NM | |||||||||
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX A |
3 | (1 | ) | NM | ||||||||
NET INCOME |
$ 130 | $ 1 | NM | |||||||||
|
||||||||||||
INCOME FROM CONTINUING OPERATIONS PER COMMON SHARE |
||||||||||||
Basic |
$ 0.23 | $ 0.00 | NM | |||||||||
|
||||||||||||
Diluted |
$ 0.23 | $ 0.00 | NM | |||||||||
|
||||||||||||
INCOME FROM DISCONTINUED OPERATIONS PER COMMON SHARE |
||||||||||||
Basic |
$ 0.01 | $ 0.00 | NM | |||||||||
|
||||||||||||
Diluted |
$ 0.01 | $ 0.00 | NM | |||||||||
|
||||||||||||
NET INCOME PER COMMON SHARE |
||||||||||||
Basic |
$ 0.24 | $ 0.00 | NM | |||||||||
|
||||||||||||
Diluted |
$ 0.24 | $ 0.00 | NM | |||||||||
|
||||||||||||
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |
||||||||||||
Basic |
544 | 546 | ||||||||||
Diluted |
551 | 549 | ||||||||||
|
||||||||||||
ADJUSTED OPERATING INCOME (excluding special items) |
$ 409 | B | $ 279 | B | 47% | |||||||
ADJUSTED PRE-TAX INCOME FROM CONTINUING OPERATIONS (excluding special items) |
$ 399 | B | $ 284 | B | 40% | |||||||
ADJUSTED INCOME FROM CONTINUING OPERATIONS (excluding special items) |
$ 311 | B | $ 225 | B | 38% | |||||||
ADJUSTED DILUTED EPS FROM CONTINUING OPERATIONS (excluding special items) |
$ 0.56 | B | $ 0.41 | B | 37% |
NM - Not Meaningful
A | Operating results from Baxalta Incorporated (Baxalta) are classified as discontinued operations for all periods presented. |
B | Refer to page 7 for a description of the adjustments and a reconciliation to GAAP measures. |
BAXTER PAGE 7
BAXTER INTERNATIONAL INC.
Note to Consolidated Statements of Income
Three Months Ended September 30, 2016 and 2015
Description of Adjustments and Reconciliation of GAAP to Non-GAAP Measures
(unaudited)
(in millions, except per share and percentage data)
The companys GAAP results for the three months ended September 30, 2016 and 2015 included special items which impacted the GAAP measures as follows:
Three Months Ended September 30, | ||||||||||||
2016 | 2015 | Change | ||||||||||
Gross Margin |
$ 1,071 | $ 1,034 | 4% | |||||||||
Intangible asset amortization expense 1 |
42 | 40 | ||||||||||
Business optimization items 2 |
35 | 32 | ||||||||||
Baxalta separation-related costs 3 |
1 | 1 | ||||||||||
Product-related items 4 |
| (18 | ) | |||||||||
|
|
|||||||||||
Adjusted Gross Margin |
$ 1,149 | $ 1,089 | 6% | |||||||||
|
|
|||||||||||
% of Net Sales |
44.9% | 43.8% | 1.1 pts | |||||||||
Marketing and Administrative Expenses |
$ 726 | $ 794 | (9% | ) | ||||||||
Business optimization items 2 |
(106 | ) | (64 | ) | ||||||||
Baxalta separation-related costs 3 |
(9 | ) | (60 | ) | ||||||||
|
|
|||||||||||
Adjusted Marketing and Administrative Expenses |
$ 611 | $ 670 | (9% | ) | ||||||||
|
|
|||||||||||
% of Net Sales |
23.9% | 26.9% | (3 pts | ) | ||||||||
Research and Development Expenses |
$ 159 | $ 148 | 7% | |||||||||
Business optimization items 2 |
(30 | ) | (8 | ) | ||||||||
|
|
|||||||||||
Adjusted Research and Development Expenses |
$ 129 | $ 140 | (8% | ) | ||||||||
|
|
|||||||||||
% of Net Sales |
5.0% | 5.6% | (0.6 pts | ) | ||||||||
Operating Income |
$ 186 | $ 92 | 102% | |||||||||
Impact of special items |
223 | 187 | ||||||||||
|
|
|||||||||||
Adjusted Operating Income |
$ 409 | $ 279 | 47% | |||||||||
|
|
|||||||||||
% of Net Sales |
16.0% | 11.2% | 4.8 pts | |||||||||
Other Expense, Net |
$ 44 | $ 91 | (52% | ) | ||||||||
Loss on debt extinguishment 5 |
(48 | ) | (130 | ) | ||||||||
|
|
|||||||||||
Adjusted Other Income, Net |
$ (4 | ) | $ (39 | ) | (90% | ) | ||||||
|
|
|||||||||||
Pre-Tax Income (Loss) from Continuing Operations |
$ 128 | $ (33 | ) | NM | ||||||||
Impact of special items |
271 | 317 | ||||||||||
|
|
|||||||||||
Adjusted Pre-Tax Income from Continuing Operations |
$ 399 | $ 284 | 40% | |||||||||
|
|
|||||||||||
Income Tax Expense (Benefit) |
$ 1 | $ (35 | ) | NM | ||||||||
Impact of special items |
87 | 94 | ||||||||||
|
|
|||||||||||
Adjusted Income Tax Expense |
$ 88 | $ 59 | 49% | |||||||||
|
|
|||||||||||
% of Adjusted Pre-Tax Income from Continuing Operations |
22.1% | 20.8% | 1.3 pts | |||||||||
Income from Continuing Operations |
$ 127 | $ 2 | NM | |||||||||
Impact of special items |
184 | 223 | ||||||||||
|
|
|||||||||||
Adjusted Income from Continuing Operations |
$ 311 | $ 225 | 38% | |||||||||
|
|
|||||||||||
Diluted EPS from Continuing Operations |
$ 0.23 | $ 0.00 | NM | |||||||||
Impact of special items |
0.33 | 0.41 | ||||||||||
|
|
|||||||||||
Adjusted Diluted EPS from Continuing Operations |
$ 0.56 | $ 0.41 | 37% | |||||||||
|
|
|||||||||||
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |
||||||||||||
Diluted |
551 | 549 | ||||||||||
|
1 | The companys results in 2016 and 2015 included intangible asset amortization expense of $42 million ($29 million, or $0.05 per diluted share, on an after-tax basis) and $40 million ($32 million, or $0.06 per diluted share, on an after-tax basis), respectively. |
2 | The companys results in 2016 included a net charge of $171 million ($124 million, or $0.23 per diluted share, on an after-tax basis) related to business optimization initiatives. This included a net charge of $130 million related to restructuring activities, $25 million of costs to implement business optimization programs which included external consulting and employee salary and related costs, $11 million of accelerated depreciation associated with facilities to be closed, and $5 million of Gambro integration costs. The $130 million of net restructuring charges included net $101 million of employee termination costs, a $27 million intangible asset impairment charge related to acquired in-process R&D, and net $2 million of other exit costs. |
The companys results in 2015 included a net charge of $104 million ($71 million, or $0.13 per diluted share, on an after-tax basis) related to business optimization initiatives. This included a net charge of $92 million related to restructuring activities and Gambro integration charges of $12 million. The $92 million of net restructuring charges included net $61 million of employee termination costs, a $13 million intangible asset impairment, and $18 million of asset and other exit costs.
3 | The companys results in 2016 and 2015 included costs incurred related to the Baxalta separation totaling $10 million ($7 million, or $0.01 per diluted share, on an after-tax basis) and $61 million ($49 million, or $0.09 per diluted share, on an after-tax basis), respectively. |
4 | The companys results in 2015 included a net benefit of $18 million ($11 million, or $0.02 per diluted share, on an after-tax basis) primarily related to adjustments to the COLLEAGUE and SIGMA SPECTRUM infusion pump reserves. |
5 | The companys results in 2016 included a net debt extinguishment loss of $48 million ($34 million, or $0.06 per diluted share, on an after-tax basis) primarily related to certain debt redemptions. |
The companys results in 2015 included a loss of $130 million ($82 million, or $0.15 per diluted share, on an after-tax basis) related to the July 2015 debt tender offers.
For more information on the companys use of non-GAAP financial measures in this press release, please see the companys Current Report on Form 8-K filed with the Securities and Exchange Commission on the date of this press release.
BAXTER PAGE 8
BAXTER INTERNATIONAL INC.
Consolidated Statements of Income
Nine Months Ended September 30, 2016 and 2015
(unaudited)
(in millions, except per share and percentage data)
Nine Months Ended September 30, |
||||||||||||
2016 | 2015 | Change | ||||||||||
NET SALES |
$ 7,518 | $ 7,365 | 2% | |||||||||
COST OF SALES |
4,510 | 4,291 | 5% | |||||||||
|
||||||||||||
GROSS MARGIN |
3,008 | 3,074 | (2% | ) | ||||||||
|
||||||||||||
% of Net Sales |
40.0% | 41.7% | (1.7 pts | ) | ||||||||
MARKETING AND ADMINISTRATIVE EXPENSES |
2,076 | 2,361 | (12% | ) | ||||||||
% of Net Sales |
27.6% | 32.1% | (4.5 pts | ) | ||||||||
RESEARCH AND DEVELOPMENT EXPENSES |
490 | 442 | 11% | |||||||||
% of Net Sales |
6.5% | 6.0% | 0.5 pts | |||||||||
|
||||||||||||
OPERATING INCOME |
442 | 271 | 63% | |||||||||
|
||||||||||||
% of Net Sales |
5.9% | 3.7% | 2.2 pts | |||||||||
NET INTEREST EXPENSE |
53 | 94 | (44% | ) | ||||||||
OTHER INCOME, NET A |
(4,286 | ) | (46 | ) | NM | |||||||
|
||||||||||||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |
4,675 | 223 | NM | |||||||||
|
||||||||||||
INCOME TAX (BENEFIT) EXPENSE |
(51 | ) | 13 | NM | ||||||||
|
||||||||||||
% of Income from Continuing Operations before Income Taxes |
(1.1% | ) | 5.8% | (6.9 pts | ) | |||||||
INCOME FROM CONTINUING OPERATIONS |
4,726 | 210 | NM | |||||||||
(LOSS) INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX B |
(4 | ) | 553 | (101% | ) | |||||||
NET INCOME |
$ 4,722 | $ 763 | NM | |||||||||
|
||||||||||||
INCOME FROM CONTINUING OPERATIONS PER COMMON SHARE |
||||||||||||
Basic |
$ 8.64 | $ 0.39 | NM | |||||||||
|
||||||||||||
Diluted |
$ 8.56 | $ 0.38 | NM | |||||||||
|
||||||||||||
(LOSS) INCOME FROM DISCONTINUED OPERATIONS PER COMMON SHARE |
||||||||||||
Basic |
($ 0.01 | ) | $ 1.01 | NM | ||||||||
|
||||||||||||
Diluted |
($ 0.01 | ) | $ 1.01 | NM | ||||||||
|
||||||||||||
NET INCOME PER COMMON SHARE |
||||||||||||
Basic |
$ 8.63 | $ 1.40 | NM | |||||||||
|
||||||||||||
Diluted |
$ 8.55 | $ 1.39 | NM | |||||||||
|
||||||||||||
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |
||||||||||||
Basic |
547 | 544 | ||||||||||
Diluted |
552 | 548 | ||||||||||
|
||||||||||||
ADJUSTED OPERATING INCOME (excluding special items) |
$ 976 | C | $ 614 | C | 59% | |||||||
ADJUSTED PRE-TAX INCOME FROM CONTINUING OPERATIONS (excluding special items) |
$ 967 | C | $ 644 | C | 50% | |||||||
ADJUSTED INCOME FROM CONTINUING OPERATIONS (excluding special items) |
$ 766 | C | $ 519 | C | 48% | |||||||
ADJUSTED DILUTED EPS FROM CONTINUING OPERATIONS (excluding special items) |
$ 1.39 | C | $ 0.95 | C | 46% |
NM - Not Meaningful
A | Other Income, net for the period ended September 30, 2016 includes $4.4 billion net realized gains on the Baxalta retained shares transactions and a $149 million net debt extinguishment loss. |
B | Operating results from Baxalta are classified as discontinued operations for all periods presented. |
C | Refer to page 9 for a description of the adjustments and a reconciliation to GAAP measures. |
BAXTER PAGE 9
BAXTER INTERNATIONAL INC.
Note to Consolidated Statements of Income
Nine Months Ended September 30, 2016 and 2015
Description of Adjustments and Reconciliation of GAAP to Non-GAAP Measures
(unaudited)
(in millions, except per share and percentage data)
The companys GAAP results for the nine months ended September 30, 2016 and 2015 included special items which impacted the GAAP measures as follows:
Nine Months Ended September 30, | ||||||||||||
2016 | 2015 | Change | ||||||||||
Gross Margin |
$ 3,008 | $ 3,074 | (2% | ) | ||||||||
Intangible asset amortization expense 1 |
124 | 120 | ||||||||||
Business optimization items 2 |
113 | 28 | ||||||||||
Intangible asset impairment 3 |
51 | | ||||||||||
Baxalta separation-related costs 4 |
1 | 1 | ||||||||||
Product-related items 5 |
(12 | ) | (18 | ) | ||||||||
|
|
|||||||||||
Adjusted Gross Margin |
$ 3,285 | $ 3,205 | 2% | |||||||||
|
|
|||||||||||
% of Net Sales |
43.7% | 43.5% | 0.2 pts | |||||||||
Marketing and Administrative Expenses |
$ 2,076 | $ 2,361 | (12% | ) | ||||||||
Business optimization items 2 |
(137 | ) | (113 | ) | ||||||||
Baxalta separation-related costs 4 |
(45 | ) | (88 | ) | ||||||||
|
|
|||||||||||
Adjusted Marketing and Administrative Expenses |
$ 1,894 | $ 2,160 | (12% | ) | ||||||||
|
|
|||||||||||
% of Net Sales |
25.2% | 29.3% | (4.1 pts | ) | ||||||||
Research and Development Expenses |
$ 490 | $ 442 | 11% | |||||||||
Business optimization items 2 |
(75 | ) | (11 | ) | ||||||||
|
|
|||||||||||
Adjusted Research and Development Expenses |
$ 415 | $ 431 | (4% | ) | ||||||||
|
|
|||||||||||
% of Net Sales |
5.5% | 5.9% | (0.4 pts | ) | ||||||||
Operating Income |
$ 442 | $ 271 | 63% | |||||||||
Impact of special items |
534 | 343 | ||||||||||
|
|
|||||||||||
Adjusted Operating Income |
$ 976 | $ 614 | 59% | |||||||||
|
|
|||||||||||
% of Net Sales |
13.0% | 8.3% | 4.7 pts | |||||||||
Other Income, Net |
$ (4,286 | ) | $ (46 | ) | NM | |||||||
Net realized gains on Retained Shares transactions 6 |
4,391 | | ||||||||||
Loss on debt extinguishment 7 |
(149 | ) | (130 | ) | ||||||||
Litigation settlement 8 |
| 52 | ||||||||||
|
|
|||||||||||
Adjusted Other Income, Net |
$ (44 | ) | $ (124 | ) | (65% | ) | ||||||
|
|
|||||||||||
Pre-Tax Income from Continuing Operations |
$ 4,675 | $ 223 | NM | |||||||||
Impact of special items |
(3,708 | ) | 421 | |||||||||
|
|
|||||||||||
Adjusted Pre-Tax Income from Continuing Operations |
$ 967 | $ 644 | 50% | |||||||||
|
|
|||||||||||
Income Tax (Benefit) Expense |
$ (51 | ) | $ 13 | NM | ||||||||
Impact of special items |
252 | 112 | ||||||||||
|
|
|||||||||||
Adjusted Income Tax Expense |
$ 201 | $ 125 | 61% | |||||||||
|
|
|||||||||||
% of Adjusted Pre-Tax Income from Continuing Operations |
20.8% | 19.4% | 1.4 pts | |||||||||
Income from Continuing Operations |
$ 4,726 | $ 210 | NM | |||||||||
Impact of special items |
(3,960 | ) | 309 | |||||||||
|
|
|||||||||||
Adjusted Income from Continuing Operations |
$ 766 | $ 519 | 48% | |||||||||
|
|
|||||||||||
Diluted EPS from Continuing Operations |
$ 8.56 | $ 0.38 | NM | |||||||||
Impact of special items |
(7.17 | ) | 0.57 | |||||||||
|
|
|||||||||||
Adjusted Diluted EPS from Continuing Operations |
$ 1.39 | $ 0.95 | 46% | |||||||||
|
|
|||||||||||
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |
||||||||||||
Diluted |
552 | 548 | ||||||||||
|
1 | The companys results in 2016 and 2015 included intangible asset amortization expense of $124 million ($91 million, or $0.16 per diluted share, on an after-tax basis) and $120 million ($97 million, or $0.18 per diluted share, on an after-tax basis), respectively. |
2 | The companys results in 2016 included a net charge of $325 million ($242 million, or $0.45 per diluted share, on an after-tax basis) related to business optimization initiatives. This included a net charge of $237 million related to restructuring activities, $44 million of costs to implement business optimization programs which included external consulting and employee salary and related costs, $25 million of accelerated depreciation associated with facilities to be closed, and $19 million of Gambro integration costs. The $237 million of net restructuring charges included net $144 million of employee termination costs, $54 million of costs related to the discontinuance of the VIVIA home hemodialysis development program, a $27 million of intangible asset impairment charge related to acquired in-process R&D, and net $12 million of other exit costs. |
The companys results in 2015 included a net charge of $152 million ($105 million, or $0.19 per diluted share, on an after-tax basis) primarily related to business optimization charges. This included a net charge of $102 million related to restructuring activities and Gambro integration charges of $50 million. The $102 million of net restructuring charges included net $71 million of employee termination costs, a $13 million intangible asset impairment, and $18 million of asset and other exit costs.
3 | The companys results in 2016 included a $51 million ($37 million, or $0.07 per diluted share, on an after-tax basis) impairment primarily related to developed technology. |
4 | The companys results in 2016 and 2015 included costs incurred related to the Baxalta separation totaling $46 million ($34 million, or $0.06 per diluted share, on an after-tax basis) and $89 million ($69 million, or $0.13 per diluted share, on an after-tax basis), respectively. |
5 | The companys results in 2016 included a benefit of $12 million ($9 million, or $0.02 per diluted share, on an after-tax basis) related to an adjustment to the SIGMA SPECTRUM infusion pump reserves. |
The companys results 2015 included a net benefit of $18 million ($11 million, or $0.02 per diluted share, on an after-tax basis) primarily related to adjustments to the COLLEAGUE and SIGMA SPECTRUM infusion pump reserves.
6 | The companys results in 2016 included net realized gains of $4.4 billion ($4.4 billion, or $8.05 per diluted share, on an after-tax basis), related to the debt-for-equity exchanges of the companys retained shares in Baxalta for certain company indebtedness, the exchange of retained shares in Baxalta for Baxter shares and the contribution of retained shares in Baxalta to Baxters U.S. pension fund. A tax benefit of $54 million was recognized as a result of these transactions. |
7 | The companys results in 2016 included a net debt extinguishment loss totaling $149 million ($100 million, or $0.18 per diluted share, on an after-tax basis) related to the March 2016 debt-for-equity exchange for certain company indebtedness and certain debt redemptions. |
The companys results in 2015 included a loss of $130 million ($82 million, or $0.15 per diluted share, on an after-tax basis) related to the July 2015 debt tender offers.
8 | The companys results in 2015 included income, net of expenses, of $52 million ($33 million, or $0.06 per diluted share, on an after-tax basis) related to a litigation settlement in which Baxter was the beneficiary. |
For more information on the companys use of non-GAAP financial measures in this press release, please see the companys Current Report on Form 8-K filed with the Securities and Exchange Commission on the date of this press release.
BAXTER PAGE 10
BAXTER INTERNATIONAL INC.
Net Sales
Periods Ending September 30, 2016 and 2015
(unaudited)
($ in millions)
Q3 2016 |
Q3 2015 |
% Growth @ Actual Rates |
% Growth @ Constant Rates |
YTD 2016 |
YTD 2015 |
% Growth @ Actual Rates |
% Growth @ Constant Rates |
|||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Renal |
||||||||||||||||||||||||||||||||
United States |
$ 213 | $ 196 | 9% | 9% | $ 624 | $ 575 | 9% | 9% | ||||||||||||||||||||||||
International |
764 | 747 | 2% | 5% | 2,216 | 2,230 | (1% | ) | 4% | |||||||||||||||||||||||
Total Renal |
$ 977 | $ 943 | 4% | 6% | $2,840 | $2,805 | 1% | 5% | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Hospital Products |
||||||||||||||||||||||||||||||||
United States |
$ 854 | $ 809 | 6% | 6% | $2,518 | $2,363 | 7% | 7% | ||||||||||||||||||||||||
International |
727 | 735 | (1% | ) | 1% | 2,160 | 2,197 | (2% | ) | 3% | ||||||||||||||||||||||
Total Hospital Products |
$1,581 | $1,544 | 2% | 3% | $4,678 | $4,560 | 3% | 5% | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Baxter International Inc. |
||||||||||||||||||||||||||||||||
United States |
$1,067 | $1,005 | 6% | 6% | $3,142 | $2,938 | 7% | 7% | ||||||||||||||||||||||||
International |
1,491 | 1,482 | 1% | 3% | 4,376 | 4,427 | (1% | ) | 3% | |||||||||||||||||||||||
Total Baxter |
$2,558 | $2,487 | 3% | 4% | $7,518 | $7,365 | 2% | 5% | ||||||||||||||||||||||||
BAXTER PAGE 11
BAXTER INTERNATIONAL INC.
Sales by Franchise
Periods Ending September 30, 2016 and 2015
(unaudited)
($ in millions)
Q3 2016 |
Q3 2015 |
% Growth @ Actual Rates |
% Growth @ Constant Rates |
YTD 2016 |
YTD 2015 |
% Growth @ Actual Rates |
% Growth @ Constant Rates |
|||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Total Renal 1 |
$ 977 | $ 943 | 4% | 6% | $2,840 | $2,805 | 1% | 5% | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Hospital Products |
||||||||||||||||||||||||||||||||
Fluid Systems 2 |
$ 576 | $ 526 | 10% | 11% | $1,686 | $1,537 | 10% | 12% | ||||||||||||||||||||||||
Integrated Pharmacy Solutions 3 |
563 | 590 | (5% | ) | (4% | ) | 1,682 | 1,702 | (1% | ) | 1% | |||||||||||||||||||||
Surgical Care 4 |
320 | 322 | (1% | ) | 0% | 972 | 977 | (1% | ) | 1% | ||||||||||||||||||||||
Other 5 |
122 | 106 | 15% | 15% | 338 | 344 | (2% | ) | (1% | ) | ||||||||||||||||||||||
Total Hospital Products |
$1,581 | $1,544 | 2% | 3% | $4,678 | $4,560 | 3% | 5% | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Total Baxter |
$2,558 | $2,487 | 3% | 4% | $7,518 | $7,365 | 2% | 5% | ||||||||||||||||||||||||
1 | Includes sales of the companys peritoneal dialysis, hemodialysis and continuous renal replacement therapies. |
2 | Includes sales of the companys IV therapies, infusion pumps and administration sets. |
3 | Includes sales of the companys premixed and oncology drug platforms, nutrition products and pharmacy compounding services. |
4 | Includes sales of the companys inhaled anesthesia products as well as biological products and medical devices used in surgical procedures for hemostasis, tissue sealing and adhesion prevention. |
5 | Includes sales primarily from the companys pharmaceutical partnering business. |
BAXTER PAGE 12
BAXTER INTERNATIONAL INC.
Franchise Sales by U.S. and International
Periods Ending September 30, 2016 and 2015
(unaudited)
($ in millions)
Q3 2016 | Q3 2015 | % Growth | ||||||||||||||||||||||||||||||||||
U.S. | International | Total | U.S. | International | Total | U.S. | International | Total | ||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Total Renal |
$ 213 | $ 764 | $ 977 | $ 196 | $ 747 | $ 943 | 9% | 2% | 4% | |||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Hospital Products |
||||||||||||||||||||||||||||||||||||
Fluid Systems |
$ 327 | $ 249 | $ 576 | $ 266 | $ 260 | $ 526 | 23% | (4% | ) | 10% | ||||||||||||||||||||||||||
Integrated Pharmacy Solutions |
259 | 304 | 563 | 288 | 302 | 590 | (10% | ) | 1% | (5% | ) | |||||||||||||||||||||||||
Surgical Care |
188 | 132 | 320 | 187 | 135 | 322 | 1% | (2% | ) | (1% | ) | |||||||||||||||||||||||||
Other |
80 | 42 | 122 | 68 | 38 | 106 | 18% | 11% | 15% | |||||||||||||||||||||||||||
Total Hospital Products |
$ 854 | $ 727 | $1,581 | $ 809 | $ 735 | $1,544 | 6% | (1% | ) | 2% | ||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Total Baxter |
$1,067 | $1,491 | $2,558 | $1,005 | $1,482 | $2,487 | 6% | 1% | 3% | |||||||||||||||||||||||||||
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