Baxter International Inc. (NYSE:BAX) Files An 8-K Entry into a Material Definitive Agreement

Baxter International Inc. (NYSE:BAX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

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On January1, 2018, the Administrative Committee of the Compensation Committee of the Board of Directors of Baxter International Inc. (the “Company”) approved an amendment to reorganize the Baxter International Inc. and Subsidiaries Pension Plan (the “U.S. Pension Plan”). Specifically, effective January1, 2018, the amendment spun off the assets and liabilities of the U.S. Pension Plan attributable to current Company employees to a new Company plan (the “Active Plan”). The assets and liabilities under the U.S. Pension Plan attributable to retired and former Company employees under the U.S. Pension Plan remained with that plan, after giving effect to the spin-off (the “Inactive Plan”).

The Active Plan, the Inactive Plan and the Baxter International Inc. and Subsidiaries Supplemental Pension Plan (the “Supplemental Pension Plan”) were further amended on January5, 2018 to cease the accruals of additional benefits thereunder effective December31, 2022 (the “Freeze”). As a result, years of additional service earned and eligible compensation received after December31, 2022 will not be included in the determination of the benefits payable under the Active Plan, the Inactive Plan or the Supplemental Pension Plan. There are no anticipated changes to the benefits eligible to be earned under any plan until January1, 2023.

The Inactive Plan and the Supplemental Pension Plan were further amended on January5, 2018 toprovide transition benefits for a limited number of former Company employees who are accruing (or may be entitled to accrue) disability pension benefits on (or as of) January5, 2018 and will not yet be 65 years of age on December31, 2022. Those individuals will be credited with the service through age 65 that they would have received had the Freeze not occurred for purposes of determining their pension benefits.

The Company also amended the Baxter International Inc. and Subsidiaries Incentive Investment Plan (the “U.S. 401(k)”) and the Baxter International Inc. and Subsidiaries Deferred Compensation Plan (the “Deferred Compensation Plan” and collectively with the U.S. 401(k), the “Savings Plans”) to provide five years of transition contributions to participants under the Active Plan and the Supplemental Pension Plan that were employed by the Company as of December31, 2017. Those additional benefits will begin accruing on January1, 2023. Eligible participants will receive transition benefit contributions under the applicable Savings Plan(s) of (a) 20% of an employee’s eligible annual compensation (to $60,000), and (b) 3% of eligible annual compensation over $60,000 for each of the five years beginning January1, 2023. Payment of these transition contributions is subject to satisfaction of related eligibility requirements as of each payment date.

The Company’s obligations under the U.S. Pension Plan and the Supplemental Pension Plan represented approximately 40% of the Company’s long-term financial obligations (excluding the fair value of net assets already contributed to the plans) as of September30, 2017 and constituted the Company’s largest financial obligation as of that date. After giving effect to contributions of $115million to the U.S. Pension Plan in the fourth quarter of 2017 and the Freeze, the Company expects that the U.S. Pension Plan was nearly fully funded as of December31, 2017.

The Company has decided to make these changes, consistent with actions previously taken by many Company peers, in the interest of minimizing the financial impact of changes in the value of the Company’s pension investments. Estimated impacts of these actions will be included in the Company’s 2018 financial guidance, to be provided on the Company’s fourth quarter 2017 earnings call on February1, 2018.

The actions described above will have no negative impact on former employees currently receiving or accruing pension benefits under the Inactive Plan or the Supplemental Pension Plan or participants in the Active Plan or the Supplemental Pension Plan who retire in the next five years. Those participants whom retire after 2023 will receive a pension benefit consistent with the terms of the Active Plan or the Supplemental Pension Plan, as applicable, each as described above. The U.S. Pension Plan and the Supplemental Pension Plan were generally closed to U.S. employees hired on or after December31, 2006. As of December31, 2017, approximately 30% of the Company’s U.S. employees were participants under the U.S. Pension Plan or the Supplemental Pension Plan.

The descriptions of the amended Inactive Plan, the amended Active Plan, the amended Supplemental Pension Plan and the amended Deferred Compensation Plan contained herein are qualified in their entirety by reference to the full text of each such document, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated by reference.

Item 1.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosure provided under Item 1.01 of this Form 8-K regarding the Freeze is hereby incorporated by reference into this Item 1.01.

Messrs. James K. Saccaro, Executive Vice President and Chief Financial Officer, and Brik Eyre, Senior Vice President and President, Americas, are participants under the Active Plan and the Supplemental Pension Plan due to their prior employment with Baxter. However, because they were rehired by the Company after those plans were closed to new participants in December 2006, their pension benefits (like the benefits of all other similarly situated Company employees) will not be affected by the Freeze as they no longer accrue additional benefits under either plan. The Company’s other named executive officers are not participants under either plan.

Item 1.01 Financial Statements and Exhibits.
Exhibit Number Description
10.1 Baxter International Inc. and Subsidiaries Pension Plan (Amended and Restated effective January5, 2018)
10.2 Baxter International Inc. and Subsidiaries Pension Plan II (Amended and Restated effective January5, 2018)
10.3 Baxter International Inc. and Subsidiaries Supplemental Pension Plan (Amended and Restated effective January5, 2018)
10.4 Baxter International Inc. and Subsidiaries Deferred Compensation Plan (Amended and Restated effective January5, 2018)

Exhibit Index


BAXTER INTERNATIONAL INC Exhibit
EX-10.1 2 d520610dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 BAXTER INTERNATIONAL INC. AND SUBSIDIARIES PENSION PLAN (As Amended and Restated Effective January 5,…
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About Baxter International Inc. (NYSE:BAX)

Baxter International Inc., through its subsidiaries, provides a portfolio of essential renal and hospital products, including home, acute and in-center dialysis; sterile intravenous (IV) solutions; infusion systems and devices; parenteral nutrition; biosurgery products and anesthetics, and pharmacy automation, software and services. The Company operates through two segments: Hospital Products and Renal. Its Hospital Products business manufactures IV solutions and administration sets, premixed drugs and drug-reconstitution systems, pre-filled vials and syringes for injectable drugs, IV nutrition products, infusion pumps, inhalation anesthetics, and biosurgery products. The business also provides products and services related to pharmacy compounding, and drug formulation. The Renal business provides products and services to treat end-stage renal disease, or irreversible kidney failure and acute kidney injuries.

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