Notes to Financial Statements | |
| 6 Months Ended
Jun. 30, 2009
USD / shares
|
Notes to Financial Statements [Abstract] | |
NOTE 1 BASIS OF PRESENTATION |
NOTE 1
BASIS OF PRESENTATION
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the six-months ended June 30, 2009 are not necessarily indicative of the results that may be expected for the year ended December 31, 2009.
The balance sheet at December 31, 2008 has been derived from the audited Consolidated Financial Statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
Recently Adopted Accounting Standards: The Company adopted the provisions of Financial Accounting Standards Board (FASB) Statement No. 141(R), Business Combinations - a replacement of FASB Statement No. 141, on January 1, 2009. This Statement significantly changes the principles and requirements for how an acquisition is recognized and measured in a company's financial statements including the identifiable assets acquired and the liabilities assumed. This Statement also provides guidance for recognizing and measuring goodwill acquired in a business combination and required disclosures to enable users of the financial statements to evaluate the nature and financial effects of the business combination. There was no impact to the Condensed Consolidated Financial Statements as a result of the adoption of this Statement.
The Company adopted the provisions of FASB Staff Position (FSP) FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, on April 1, 2009. This FSP amends FASB Statement No.141(R) by establishing a model to account for certain pre-acquisition contingencies. Under this FSP, an acquirer is required to recognize at fair value an asset acquired or a liability assumed in a business combination that arises from a contingency if the acquisition-date fair value of that asset or liability can be determined during the measurement period. If the acquisition-date fair value cannot be determined during the measurement period, then the acquirer must follow the recognition criteria in SFAS No.5, Accounting for Contingencies, and FASB Interpretation No.14, Reasonable Estimation of the Amount of a Loss - an interpretation of FASB Statement No.5. There was no impact to the Condensed Consolidated Financial Statements as a result of the adoption of this FSP.
The Company adopted the provisions of FASB Statement No.161, Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133, on January 1, 2009. This Statement requires enhanced disclosures about derivative instruments and hedging activities to enable investors to better understand a company's use of |
NOTE 2 FINANCIAL INSTRUMENTS |
NOTE 2 FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash, cash equivalents, marketable securities, accounts receivable, other investments, accounts payable, debt and foreign currency exchange contracts. The Company's estimates of fair value for financial instruments, other than marketable securities, approximate their carrying amounts as of June 30, 2009.
Pursuant to FASB Statement No. 157, Fair Value Measurements, the Company's financial assets and liabilities measured at fair value on a recurring basis are classified and disclosed in one of the following three categories:
Level 1: Financial instruments with unadjusted, quoted prices listed on active market exchanges.
Level 2: Financial instruments lacking unadjusted, quoted prices from active market exchanges, including
over-the-counter traded financial instruments. The prices for the financial instruments are
determined using prices for recently traded financial instruments with similar underlying terms as
well as directly or indirectly observable inputs, such as interest rates and yield curves that are
observable at commonly quoted intervals.
Level 3: Financial instruments that are not actively traded on a market exchange. This category includes
situations where there is little, if any, market activity for the financial instrument. The prices are
determined using significant unobservable inputs or valuation techniques.
The following describes the methods the Company uses to estimate the fair value of the Company's financial assets and liabilities:
Cash and cash equivalents:
The Company considers the carrying values of these financial instruments to approximate fair value for these financial instruments because of the short period of time between origination of the instruments and their expected realization.
Available-for-sale marketable securities:
The Company's Level 2 available-for-sale marketable securities primarily include U.S. government and agency securities, foreign government bonds, asset-backed debt securities, commercial paper, corporate notes and bonds, and certificates of deposit. The Company's Level 2 available-for-sale marketable securities values are determined using prices for recently traded financial instruments with similar underlying terms as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. The Company's Level 3 available-for-sale securities valuations are based on the income approach, specifically, discounted cash flow analyses which utilize significant inputs based on the Company's estimates and assumptions. Using this approach, estimates for timing and amount of cash flows and expected holding periods of the securities were used and the expected future cash flows were calculated over the expected life of each security and were discounted to a single present value using an estimated market required rate of return.
Trading marketable securities and Auction Rate Securities (ARS) Rights:
The Company's Level 1 trading marketable securities consist of |
NOTE 3 DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES |
NOTE 3
DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES
The Company follows the provisions of FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by Statements No. 137, No. 138 and No. 161, which requires the Company to recognize all derivatives on the Condensed Consolidated Balance Sheets at fair value.
The Company enters into forward currency exchange contracts to mitigate the impact of currency fluctuations on transactions denominated in nonfunctional currencies, thereby limiting risk to the Company that would otherwise result from changes in exchange rates. These currency exposures principally relate to intercompany receivables and payables arising from intercompany purchases of manufactured products. The duration of the forward currency exchange contracts correspond to the anticipated period the intercompany receivables and payables remain outstanding. The Company does not designate these contracts as hedges; therefore, all forward currency exchange contracts are recorded at their fair value each period, with resulting gains and losses included in other income (expense) in the Condensed Consolidated Statements of Earnings as an offset to the gains and losses recognized on the intercompany receivables and payables. For the six months and three months ended June 30, 2009, recognized foreign currency transaction losses included in other income (expense) in the Condensed Consolidated Statements of Earnings were $0.6 million and $0.2 million, respectively.
At June 30, 2009, the Company had outstanding forward currency exchange contracts to purchase $579.5 million and sell $249.0 million of various currencies (principally U.S. dollars and euros) with original maturities ranging from 3 to 96 days. The maximum length of time over which the Company is limiting its exposure to the reduction in value of nonfunctional receivables and payables through foreign currency exchange contracts is through September 30, 2009.
At June 30, 2009, the fair value carrying amount of the Company's forward currency exchange contracts was less than $0.1 million and was included as a component of prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. The estimated fair value of forward currency exchange contracts represents the measurement of the contracts at month-end spot rates as adjusted by current forward points. The Company is exposed to credit loss in the event of nonperformance by counterparties on its outstanding forward currency exchange contracts but does not anticipate nonperformance by any of its counterparties. |
NOTE 4 COMPREHENSIVE EARNINGS |
NOTE 4
COMPREHENSIVE EARNINGS
The Company follows FASB Statement No. 130, Reporting Comprehensive Income, in accounting for comprehensive earnings and its components. The comprehensive earnings for the six months ended June 30, 2009 and 2008 were $596.6 million and $767.5 million, respectively, and for the three months ended June 30, 2009 and 2008 were $411.0 million and $257.6 million, respectively. |
NOTE 5 ACCOUNTS RECEIVABLE SECURITIZATION |
NOTE 5
ACCOUNTS RECEIVABLE SECURITIZATION
The Company did not extend its accounts receivable securitization facility agreement, which was described in Note 1 to the Consolidated Financial Statements included in the Company's 2008 Form 10-K, upon its expiration on April 24, 2009. There were no amounts of undivided percentage ownership interests in accounts receivable sold by Stryker Funding Corporation (SFC), a wholly owned special-purpose subsidiary of the Company, under the facility as of December 31, 2008 or at any time thereafter. |
NOTE 6 INVENTORIES |
NOTE 6
INVENTORIES
Inventories are as follows (in millions):
June 30
December 31
2009
2008
Finished goods
$754.5
$727.4
Work-in-process
90.9
92.7
Raw materials
151.9
138.2
FIFO cost
997.3
958.3
Less LIFO reserve
(5.6)
(5.6)
$991.7
$952.7
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NOTE 7 ACQUISITIONS |
NOTE 7
ACQUISITIONS
In 2005 the Company acquired, by merger, all of the outstanding stock of PlasmaSol Corp. (PlasmaSol), a private, development-stage company. PlasmaSol, a developer of sterilization equipment technology, was acquired to provide sterilization equipment for use with certain of the Company's MedSurg Equipment products. The cost of the transaction totaled $17.5 million including an upfront payment in cash plus the assumption of certain liabilities. The purchase price was allocated to assets acquired, primarily deferred income tax assets associated with acquired net operating losses and purchased in-process research and development based on their estimated fair value at the date of acquisition. During 2009 the Company ceased the development efforts associated with this technology. There was no material impact to the Condensed Consolidated Financial Statements as a result of this decision.
In 2004 the Company acquired all of the outstanding stock of SpineCore, Inc. (SpineCore), a developer of artificial lumbar and cervical discs for an upfront payment of $120.0 million in cash plus certain transaction costs. Terms of the transaction also include potential milestone and royalty payments of up to an additional $240.0 million upon commercialization of SpineCore's products in the United States. The potential milestone payments are expected to be capitalized at their fair values as intangible assets at the time of payment. Current products under development include the FlexiCore lumbar artificial disc and the CerviCore cervical artificial disc.
The Company believes that the technologies acquired in the SpineCore acquisition will result in the introduction of new products and additional future sales. However, unanticipated issues may arise that could further delay or terminate a product's development prior to regulatory approval or commercialization, which could have an unfavorable impact on the Company's operating results. The Company expects initial U.S. commercialization of the FlexiCore lumbar artificial disc and the CerviCore cervical artificial disc following receipt of all required regulatory approvals. |
NOTE 8 RESTRUCTURING CHARGES |
NOTE 8
RESTRUCTURING CHARGES
The following table provides a rollforward of the remaining liabilities, included within accrued expenses and other liabilities in the Condensed Consolidated Balance Sheets, related to the restructuring charges recorded by the Company in the fourth quarter of 2008 (in millions):
Severance
and related costs
Other
Balances at January 1, 2009
$8.7
$1.8
Payments
(8.4)
(1.3)
Balances at June 30, 2009
$0.3
$0.5
The Company expects final severance payments to be made in the fourth quarter of 2009. |
NOTE 9 NET EARNINGS PER SHARE |
NOTE 9
NET EARNINGS PER SHARE
The Company has key employee and director stock option plans under which options are granted at an exercise price not less than the fair market value of the underlying common stock at the date of grant. Options to purchase 23.3 million and 3.3 million shares of common stock during the six months ended June 30, 2009 and 2008, respectively, and options to purchase 23.2 million and 3.2 million shares of common stock during the three months ended June 30, 2009 and 2008, respectively, were outstanding but were not included in the computation of diluted net earnings per share because the exercise prices of the options were greater than the average market price of common shares for those periods. |
NOTE 10 RETIREMENT PLANS |
NOTE 10
RETIREMENT PLANS
Certain of the Company's subsidiaries have both funded and unfunded defined benefit plans covering some or all of their employees. The components of net periodic benefit cost are as follows (in millions):
Three Months Ended
Six Months Ended
June 30
June 30
2009
2008
2009
2008
Service cost
$4.1
$4.4
$8.1
$8.6
Interest cost
2.4
3.3
5.3
6.4
Expected return on plan assets
(1.7)
(2.9)
(4.0)
(5.7)
Amortization of prior service cost and transition amount
0.3
-
0.5
0.1
Recognized actuarial loss
0.1
0.1
0.3
0.1
Net periodic benefit cost
$5.2
$4.9
$10.2
$9.5
The Company previously disclosed in its 2008 Form 10-K that it anticipated contributing approximately $21.5 million to its defined benefit plans in 2009 to meet minimum funding requirements. As of June 30, 2009, $6.9 million of contributions have been made. |
NOTE 11 INCOME TAXES |
NOTE 11
INCOME TAXES
The Company operates in multiple income tax jurisdictions both inside and outside the United States. Income tax authorities in these jurisdictions regularly perform audits of the Company's income tax filings. Accordingly, management must determine the appropriate allocation of income to each of these jurisdictions based on current interpretations of complex income tax regulations. Income tax audits associated with the allocation of this income and other complex issues, including inventory transfer pricing and cost sharing and product royalty arrangements, may require an extended period of time to resolve and may result in significant income tax adjustments if changes to the income allocation are required between jurisdictions with different income tax rates. In 2009 the Company experienced settlements related to certain income tax audits both inside and outside the United States.
In April 2009, the U.S. Internal Revenue Service (IRS) proposed adjustments to the Company's previously filed 2003, 2004 and 2005 income tax returns related to income tax positions the Company has taken for its cost sharing arrangements with two wholly owned entities operating in Ireland. The Company believes it followed the applicable tax law and Treasury regulations and will vigorously defend these income tax positions. If the IRS were ultimately to prevail with respect to their proposed adjustments, such adjustments could have a material unfavorable impact on the Company's income tax expense and net earnings in future periods. |
NOTE 12 SEGMENT INFORMATION |
NOTE 12
SEGMENT INFORMATION
The Company segregates its operations into two reportable business segments: Orthopaedic Implants and MedSurg Equipment. The Orthopaedic Implants segment sells orthopaedic reconstructive (hip, knee and shoulder), trauma, craniomaxillofacial and spinal implant systems; bone cement; and the bone growth factor OP-1. The MedSurg Equipment segment sells surgical equipment; surgical navigation systems; endoscopic, communications and digital imaging systems; as well as patient handling and emergency medical equipment. The Other category includes corporate administration, interest expense, interest and marketable securities income and share-based compensation, which includes compensation related to both employee and director stock option and restricted stock grants.
The Company's reportable segments are business units that offer different products and services and are managed separately because each business requires different manufacturing, technology and marketing strategies. The accounting policies of the segments are the same as those described in the summary of significant accounting policies found in Note 1 of the Company's 2008 Form 10-K.
Sales and net earnings by business segment follow (in millions):
Orthopaedic
MedSurg
Implants
Equipment
Other
Total
Three Months Ended June 30, 2009:
Net sales
$1,014.2
$620.1
$ -
$1,634.3
Net earnings (loss)
193.1
117.5
(19.3)
291.3
Three Months Ended June 30, 2008:
Net sales
$1,016.2
$696.4
$ -
$1,712.6
Net earnings (loss)
197.7
121.6
(13.5)
305.8
Orthopaedic
MedSurg
Implants
Equipment
Other
Total
Six Months Ended June 30, 2009:
Net sales
$1,987.4
$1,248.2
$ -
$3,235.6
Net earnings (loss)
380.5
231.7
(39.8)
572.4
Six Months Ended June 30, 2008:
Net sales
$1,987.3
$1,359.7
$ -
$3,347.0
Net earnings (loss)
387.4
232.8
(23.9)
596.3
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NOTE 13 CONTINGENCIES |
NOTE 13 CONTINGENCIES
The Company is involved in various proceedings, legal actions and claims arising in the normal course of business, including proceedings related to product, labor, intellectual property and other matters. The potential future outcomes of these matters are outside of management's complete control and will generally not be known for prolonged periods of time. In certain of the legal proceedings, the claimants seek damages, as well as other compensatory relief, which could result in the payment of significant claims and settlements. In legal matters for which management has sufficient information to reasonably estimate the Company's future obligations, a liability representing management's best estimate of the probable cost for the resolution of these legal matters is recorded. The estimates are based on consultation with legal counsel, previous settlement experience and settlement strategies. The Company does not anticipate material losses as a result of these proceedings beyond amounts already provided in the accompanying Condensed Consolidated Financial Statements.
In 2009 the Company received a subpoena from the Attorney General of New Jersey requesting various documents related to the financial interests and arrangements of physicians participating in certain clinical trials for or on behalf of the Company. The Company is evaluating the scope of the subpoena and its response.The Attorney General of New Jersey reportedly issued similar subpoenas to other major medical device manufacturing companies.
In 2009 the Company received a letter from the United States Attorney's Office for the District of Massachusetts indicating that its subsidiary, Stryker Biotech, is a target of a federal grand jury investigation relating to (i) the illegal promotion of OP-1 products and Calstrux, (ii) the sale of misbranded medical devices and (iii) the submission of false reports to the U.S. Food and Drug Administration (FDA) regarding the number of patients treated with OP-1 under one of the Company's Humanitarian Device Exemptions. As previously reported, the Company and certain current and former employees have also received subpoenas from the United States Attorney's Office for the District of Massachusetts requesting documents related to false Institutional Review Board approvals as well as the issues identified above. The Company understands that certain former Stryker Biotech employees have pled guilty to charges related to the on-going investigation. The Company is in the process of responding to the United States Attorney's Office regarding these matters.
In 2009 the Company received a warning letter from the U.S. FDA related to compliance issues for one of its craniomaxillofacial (CMF) implant products that was previously sold through its CMF distribution facility in Portage, Michigan. In 2008 the Company received a warning letter from the FDA related to quality systems and compliance issues at its OP-1 implant manufacturing facility in Hopkinton, Massachusetts. In 2007 the Company received two warning letters from the FDA regarding compliance with certain quality system specifications at its reconstructive im |
NOTE 14 SUBSEQUENT EVENTS |
NOTE 14 SUBSEQUENT EVENTS
Pursuant to FASB Statement No. 165, Subsequent Events, the Company evaluated subsequent events after June 30, 2009 through August 7, 2009, representing the date that these Condensed Consolidated Financial Statements are to be filed with the U.S. SEC. The Company concluded that no material events or transactions occurred subsequent to June 30, 2009 that provided additional evidence about conditions that existed at June 30, 2009 or after that require adjustment to or disclosure in the Condensed Consolidated Financial Statements.
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