Supplemental Financial Information (Detail) | |
| 9 Months Ended
Sep. 30, 2009
USD / shares
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Supplemental Financial Information [Abstract] | |
Net pension and other postemployment benefits expense |
Net pension and other postemployment benefits expense
The following is a summary of net expense relating to the companys pension and other postemployment benefit (OPEB)plans.
Three months ended Nine months ended
September 30, September 30,
(in millions) 2009 2008 2009 2008
Pension benefits
Service cost $ 22 $ 22 $ 65 $ 65
Interest cost 55 51 164 153
Expected return on plan assets (63 ) (58 ) (188 ) (174 )
Amortization of net losses and other deferred amounts 25 19 74 59
Net pension plan expense $ 39 $ 34 $ 115 $ 103
OPEB
Service cost $ 2 $ 2 $ 4 $ 4
Interest cost 7 7 23 22
Amortization of net losses and other deferred amounts (1 ) (2 )
Net OPEB plan expense $ 8 $ 9 $ 25 $ 26
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Net interest expense |
Net interest expense
Three months ended Nine months ended
September 30, September 30,
(in millions) 2009 2008 2009 2008
Interest expense, net of capitalized interest $ 27 $ 37 $ 87 $ 113
Interest income (4 ) (17 ) (14 ) (51 )
Net interest expense $ 23 $ 20 $ 73 $ 62
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Comprehensive income |
Comprehensive income
Three months ended Nine months ended
September 30, September 30,
(in millions) 2009 2008 2009 2008
Comprehensive income $ 677 $ 220 $ 1,918 $ 1,426
Less: Comprehensive income attributable to noncontrolling interests 4 3 9 7
Comprehensive income attributable to Baxter $ 673 $ 217 $ 1,909 $ 1,419
The increase in comprehensive income attributable to Baxter for the three and nine months ended September30, 2009 was principally due to favorable movements in currency translation adjustments and higher net income attributable to Baxter. |
Effective tax rate |
Effective tax rate
The companys effective income tax rate was 19.1% and 15.3% in the third quarters of 2009 and 2008, respectively, and 18.8% and 18.0% in the nine-month periods ended September30, 2009 and 2008, respectively. The effective tax rates in the third quarter and first nine months of 2009 were impacted by third quarter 2009 charges in foreign jurisdictions with effective tax rates lower than the U.S. rate. The effective tax rates in the third quarter and first nine months of 2008 were impacted by reductions of $29million of valuation allowances on net operating loss carryforwards in foreign jurisdictions due to profitability improvements, partially offset by $14million of additional U.S. income tax expense related to foreign earnings which are no longer considered indefinitely reinvested outside the United States because management planned to remit these earnings to the United States in the foreseeable future. Refer to Note 3 for further information regarding the third quarter 2009 charges.
Baxter expects to reduce the gross amount of its liability for uncertain tax positions within the next 12months by approximately $330million due to the expiration of a loss carryforward, the expiration of certain statutes of limitations related to tax benefits recorded in respect of losses from restructuring certain international operations, and the settlements of certain multi-jurisdictional transfer pricing issues. While there continues to be a reasonable possibility that the resolution of these items will be at amounts other than the amounts of the liabilities, the company believes the reserves are adequate. |
Earnings per share |
Earnings per share
The numerator for both basic and diluted earnings per share (EPS)is net income attributable to Baxter. The denominator for basic EPS is the weighted-average number of common shares outstanding during the period. The dilutive effect of outstanding employee stock options, performance share units and restricted stock units is reflected in the denominator for diluted EPS using the treasury stock method.
The following is a reconciliation of basic shares to diluted shares.
Three months ended Nine months ended
September 30, September 30,
(in millions) 2009 2008 2009 2008
Basic shares 605 625 608 628
Effect of employee stock options and other dilutive securities 7 13 7 12
Diluted shares 612 638 615 640
The computation of diluted EPS excluded employee stock options to purchase 14million and 7million shares for the three months ended September30, 2009 and 2008, respectively, and 16million and 8 million shares for the nine months ended September30, 2009 and 2008, respectively, because the assumed proceeds were greater than the average market price of the companys common stock, resulting in an anti-dilutive effect on diluted EPS. |
Inventories |
Inventories
September 30, December 31,
(in millions) 2009 2008
Raw materials $ 646 $ 600
Work in process 837 737
Finished goods 1,145 1,024
Inventories $ 2,628 $ 2,361
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Property, plant and equipment, net |
Property, plant and equipment, net
September 30, December 31,
(in millions) 2009 2008
Property, plant and equipment, at cost $ 9,780 $ 9,021
Accumulated depreciation and amortization (4,817 ) (4,412 )
Property, plant and equipment, net (PPE) $ 4,963 $ 4,609
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Goodwill |
Goodwill
The following is a summary of the activity in goodwill by business segment.
Medication
(in millions) BioScience Delivery Renal Total
Balance as of December31, 2008 $ 585 $ 917 $ 152 $ 1,654
Goodwill acquired during the period 89 28 117
Cumulative translation adjustment 13 43 9 65
Balance as of September30, 2009 $ 598 $ 1,049 $ 189 $ 1,836
Goodwill acquired during the period principally related to the consolidation of SIGMA within the Medication Delivery segment and the acquisition of Edwards CRRT within the Renal segment. See Acquisitions of and investments in businesses and technologies below for further information regarding SIGMA and Edwards CRRT. As of September30, 2009, there were no accumulated goodwill impairment losses. |
Other intangible assets, net |
Other intangible assets, net
The following is a summary of the companys intangible assets subject to amortization at September 30, 2009 and December31, 2008.
Developed
technology,
(in millions) including patents Other Total
September30, 2009
Gross other intangible assets $ 909 $ 134 $ 1,043
Accumulated amortization (477 ) (59 ) (536 )
Other intangible assets, net $ 432 $ 75 $ 507
December31, 2008
Gross other intangible assets $ 777 $ 117 $ 894
Accumulated amortization (444 ) (67 ) (511 )
Other intangible assets, net $ 333 $ 50 $ 383
The amortization expense for these intangible assets was $17million and $13million for the three months ended September30, 2009 and 2008, respectively, and $45million and $40million for the nine months ended September30, 2009 and 2008, respectively. The anticipated annual amortization expense for intangible assets recorded as of September30, 2009 is $62million in 2009, $67million in 2010, $63million in 2011, $59million in 2012, $56million in 2013 and $52million in 2014. The increase in gross other intangible assets primarily related to the consolidation of SIGMA and the acquisition of Edwards CRRT. See Acquisitions of and investments in businesses and technologies below for further information regarding SIGMA and Edwards CRRT. |
Collaborative arrangements |
Collaborative arrangements
On January1, 2009, the company adopted a new accounting standard related to collaborative arrangements, which was required to be applied retrospectively to all periods presented for all collaborative arrangements existing as of the effective date. The adoption of this new standard did not result in a change to the companys historical consolidated financial statements.
In the normal course of business, Baxter enters into collaborative arrangements with third parties. Certain of these collaborative arrangements include joint operating activities involving active participation by both partners, where both Baxter and the other entity are exposed to risks and rewards dependent on the commercial success of the activity. These collaborative arrangements exist in all three of the companys segments, take a number of forms and structures, principally pertain to the joint development and commercialization of new products, and are designed to enhance and expedite long-term sales and profitability growth.
The collaborative arrangements can broadly be grouped into two categories: those relating to new product development, and those relating to existing commercial products.
New Product Development Arrangements
The companys joint new product development and commercialization arrangements generally provide that Baxter license certain rights to manufacture, market or distribute a specified technology or product under development. Baxters consideration for the rights generally consists of some combination of up-front payments, ongoing research and development (RD) cost reimbursements, royalties, and contingent payments relating to the achievement of specified pre-clinical, clinical, regulatory approval or sales milestones. Joint steering committees often exist to manage the various stages and activities of the arrangement. Control over the RD activities may be shared or may be performed by Baxter. Baxter generally controls the commercialization phase, sometimes purchasing raw materials from the collaboration partner.
During the development phase, Baxters RD costs are expensed as incurred. These costs may include RD cost reimbursements to the partner, as well as up-front and milestone payments to the partner prior to the date the product receives regulatory approval. Milestone payments made to the partner subsequent to regulatory approval are capitalized as other intangible assets and amortized to cost of sales over the estimated useful life of the related asset. Royalty payments are expensed as cost of sales when they become due and payable. Any purchases of raw materials from the partner during the development stage are expensed as RD, while such purchases during the commercialization phase are capitalized as inventory and recognized as cost of sales when the related finished products are sold. Baxter generally records the amount invoiced to the third-party customer for the finished product as sales, as Baxter is the principal and primary obligor in the arrangement.
Payments to collaborative partners classified in cost of sales were not significant in the nine months ended September30, 2009 and 2008. Pa |
Acquisitions of and investments in businesses and technologies |
Acquisitions of and investments in businesses and technologies
SIGMA
In April2009, the company entered an exclusive three-year distribution agreement with SIGMA covering the United States and international markets. The agreement, which enables Baxter to immediately provide SIGMAs Spectrum large volume infusion pumps to customers, as well as future products under development, complements Baxters infusion systems portfolio and next generation technologies. The arrangement also included a 40% equity stake in SIGMA, and an option to purchase the remaining equity of SIGMA, exercisable at any time over a three-year term. Baxter paid $100 million up-front and may make additional payments of up to $130million for the exercise of the purchase option as well as for SIGMAs achievement of specified regulatory and commercial milestones.
Because Baxters option to purchase the remaining equity of SIGMA limits the ability of the existing equity holders to participate significantly in SIGMAs profits and losses, and because the existing equity holders have the ability to make decisions about SIGMAs activities that have a significant effect on SIGMAs success, the company concluded that SIGMA is a VIE. Baxter is the primary beneficiary of the VIE due to its exposure to the majority of SIGMAs expected losses or expected residual returns and the relationship between Baxter and SIGMA created by the exclusive distribution agreement, and the significance of that agreement. Accordingly, the company consolidated the financial statements of SIGMA beginning in April2009 (the acquisition date), with the fair value of the equity owned by the existing SIGMA equity holders reported as noncontrolling interests. The creditors of SIGMA do not have recourse to the general credit of Baxter.
The following table summarizes the preliminary allocation of fair value related to the arrangement at the acquisition date.
(in millions)
Assets
Goodwill $ 87
IPRD 24
Other intangible assets 94
Purchase option (other long-term assets) 111
Other assets 30
Liabilities
Contingent payments $ 62
Other liabilities 25
Noncontrolling interests $ 159
The amount allocated to IPRD is being accounted for as an indefinite-lived intangible asset until regulatory approval or discontinuation. The other intangible assets primarily relate to developed technology and are being amortized on a straight-line basis over an estimated average useful life of eight years. The fair value of the purchase option was estimated using the Black-Scholes model, and the fair value of the noncontrolling interests was estimated using a discounted cash flow model. The contingent payments of up to $70million associated with SIGMAs achievement of specified regulatory and commercial milestones were recorded at their estimated fair value of $62 million. Changes in the estimated fair value of the contingent payments are being recognized immediately in earnings and were not significant since inception. The results of operations and assets and liabilities of SIGMA are included in the Medication Delivery |