Item 2.02. Results of Operations and Financial Condition.

On October 16, 2008, Baxter International Inc. issued an earnings press release for the quarterly period ended September 30, 2008. 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, when used in conjunction with the results presented in accordance with generally accepted accounting principles (GAAP) and the accompanying reconciliations to corresponding GAAP financial measures, may provide a more complete understanding of the factors and trends affecting the company's operations. 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 net income, adjusted earnings per diluted share, adjusted pre-tax income, adjusted income tax expense and adjusted R&D expenses, each 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 more useful 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 business unit performance, and in evaluating management performance.
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated October 16, 2008.

---