**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D. C.  20549**

 

**FORM 10-Q/A**

 

**Amendment No. 1**

 

**x****      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the quarterly period ended September 30, 2012**

 

**OR**

 

**o****         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the transition period from              to             **

 

**Commission File No. 1-31946**

 

**HOSPIRA, INC.**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                                                    | ** ** | **20-0504497**                        |
|-----------------------------------------------------------------|------------|---------------------------------------|
| (State or other jurisdiction

of incorporation or organization) |       | (I.R.S. Employer

Identification No.) |

 

 **275 North Field Drive**

**Lake Forest, Illinois 60045**

(Address of principal executive offices, including zip code)

 

**(224) 212-2000**

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant: (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of l934 during the preceding l2 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer x                     |   | Accelerated filer o         |
|-----------------------------------------------|--------|-----------------------------|
|                                          |   |                        |
| Non-accelerated filer o                       |   | Smaller reporting company o |
| (Do not check if a smaller reporting company) |   |                        |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o  No x

 

As of November 5, 2012, Registrant had outstanding 165,219,889 shares of common stock, par value $0.01 per share.

 

 

 

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**Explanatory Note**

 

This Amendment No. 1 to Form 10-Q (this “Amendment Filing”) amends the Quarterly Report on Form 10-Q of Hospira, Inc. (the “Company”) for the quarter ended September 30, 2012, which was originally filed on November 7, 2012 (the “Original Filing”). The Company is filing this Amendment Filing solely for the purpose of amending Item 6 of Part II of the Original Filing and filing the Business Transfer Agreement, dated August 29th, 2012, by and among Orchid Chemicals & Pharmaceuticals Ltd., Mr. K. Raghavendra Rao, and Hospira Healthcare India Private Limited, including the exhibits (the “Agreement”), as Exhibit 2.1, and not as Exhibit 10.2 as originally filed.

 

This Amendment Filing does not modify or update any other part of the information set forth in the Original Filing, other than filing the Agreement as Exhibit 2.1, and not as Exhibit 10.2 as originally filed.

 

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**PART II.  OTHER INFORMATION**

**Item 6.         Exhibits**

 

A list of exhibits immediately precedes such exhibits and is incorporated herein by reference.

 

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SIGNATURE

 

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.

 

 
|   | HOSPIRA, INC. |
|--------|--------------------|
|   |               |   |
|   |               |   |
|   | By:                | /s/   Thomas E. Werner |
|   |               | Thomas   E. Werner,

Senior   Vice President, Finance and Chief Financial Officer |
|   |               | Date:   January 18, 2013 |

 

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EXHIBIT INDEX

 
| **Exhibit No.** | ** ** | **Exhibit**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|----------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 2.1                  |       | Business   Transfer Agreement, dated August 29th, 2012, by and among Orchid   Chemicals & Pharmaceuticals Ltd., Mr. K. Raghavendra Rao, and   Hospira Healthcare India Private Limited (Pursuant to   Section 601(b)(2) of Regulation S-K, the schedules to the Business   Transfer Agreement have been omitted and Hospira, Inc. undertakes to   furnish supplementally a copy of any omitted schedule to the Securities and   Exchange Commission upon request.).**                                                                                                                                |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.1+                |       | Form of   Restricted Stock Agreement Between Hospira, Inc. and Neil Ryding.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 12.1+                |       | Computation   of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 31.1                 |       | Certificate   of Chief Executive Officer pursuant to Rule 13a-14(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 31.2                 |       | Certificate   of Chief Financial Officer pursuant to Rule 13a-14(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 32.1+                |       | Certificate   of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as   adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 32.2+                |       | Certificate   of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as   adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 101+                 |       | The   following financial statements from the Hospira, Inc. Quarterly Report   on Form 10-Q for the quarter ended September 30, 2012, filed on   November 7, 2012, formatted in Extensive Business Reporting Language   (XBRL): (i) condensed consolidated statements of income (loss) and   comprehensive income (loss), (ii) condensed consolidated statements of   cash flows, (iii) condensed consolidated balance sheets,   (iv) condensed consolidated statement of changes in shareholders’   equity, and (v) the notes to the condensed consolidated financial   statements. |

 

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| *  |   | Management   compensatory plan or arrangement.                   |
|----|--------|------------------------------------------------------------------|
| ** |   | Confidential   treatment requested for portions of this exhibit. |
| +  |   | Previously   filed or furnished.                                 |

 

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