Statement Of Financial Position
Statement Of Financial Position Classified (USD $) | ||
In Millions | Dec. 31, 2009
| Dec. 31, 2008
|
Current Assets | ||
Cash and cash equivalents | 658.7 | 701.1 |
Marketable securities | 2296.1 | 1494.5 |
Accounts receivable, less allowance of $66.3 ($44.5 in 2008) | 1147.1 | 1129.5 |
Inventories | 943 | 952.7 |
Deferred income taxes | 602.2 | 521.9 |
Prepaid expenses and other current assets | 204.1 | 179.6 |
Total current assets | 5851.2 | 4979.3 |
Property, Plant and Equipment | ||
Land, buildings and improvements | 693.4 | 686.7 |
Machinery and equipment | 1270.3 | 1184.3 |
Total Property, Plant and Equipment | 1963.7 | 1,871 |
Less allowance for depreciation | 1016.1 | 907.2 |
Net Property, Plant and Equipment | 947.6 | 963.8 |
Other Assets | ||
Goodwill | 956.8 | 567.5 |
Other intangibles, less accumulated amortization of $421.0 ($383.8 in 2008) | 634.7 | 368 |
Loaner instrumentation, less accumulated amortization of $771.3 ($708.3 in 2008) | 285.4 | 275.2 |
Deferred income taxes | 258.9 | 212.2 |
Other | 136.7 | 237.3 |
Total assets | 9071.3 | 7603.3 |
Current Liabilities | ||
Accounts payable | 200.2 | 274.3 |
Accrued compensation | 354.1 | 336.8 |
Income taxes | 134.7 | 30 |
Dividend payable | 59.7 | 158.6 |
Accrued expenses and other liabilities | 674.3 | 641.9 |
Current maturities of long-term debt | 18 | 20.5 |
Total current liabilities | 1,441 | 1462.1 |
Other Liabilities | 1035.2 | 734.5 |
Shareholders' Equity | ||
Common stock, $0.10 par value: Authorized-1,000.0 shares, Outstanding -397.9 shares (396.4 in 2008) | 39.8 | 39.6 |
Additional paid-in capital | 899.9 | 812.8 |
Retained earnings | 5397.4 | 4389.5 |
Accumulated other comprehensive gain | 258 | 164.8 |
Total shareholders' equity | 6595.1 | 5406.7 |
Total liabilities & shareholders' equity | 9071.3 | 7603.3 |
1_Statement Of Financial Positi
Statement Of Financial Position Classified (Parenthetical) (USD $) | ||
In Millions, except Per Share data | Dec. 31, 2009
| Dec. 31, 2008
|
Accounts receivable, allowance | 66.3 | 44.5 |
Other intangibles, accumulated amortization | 421 | 383.8 |
Loaner instrumentation, accumulated amortization | 771.3 | 708.3 |
Common stock, par value | 0.1 | 0.1 |
Common stock, Authorized | 1,000 | 1,000 |
Common stock, Outstanding | 397.9 | 396.4 |
Statement Of Income
Statement Of Income (USD $) | |||
In Millions, except Per Share data | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 |
Net sales | 6723.1 | 6718.2 | 6000.5 |
Cost of sales | 2183.7 | 2131.4 | 1865.2 |
Gross profit | 4539.4 | 4586.8 | 4135.3 |
Research, development and engineering expenses | 336.2 | 367.8 | 375.3 |
Selling, general and administrative expenses | 2506.3 | 2625.1 | 2391.5 |
Intangible asset amortization | 35.5 | 40 | 41.4 |
Restructuring charges | 67 | 34.9 | 0 |
Intangible asset impairment | 0 | 0 | 19.8 |
Total operating expenses | 2,945 | 3067.8 | 2,828 |
Operating income | 1594.4 | 1,519 | 1307.3 |
Other income (expense) | 29.5 | 61.2 | 62.8 |
Earnings from continuing operations before income taxes | 1623.9 | 1580.2 | 1370.1 |
Income taxes | 516.5 | 432.4 | 383.4 |
Net earnings from continuing operations | 1107.4 | 1147.8 | 986.7 |
Net earnings from discontinued operations | 0 | 0 | 5 |
Net gain on sale of discontinued operations | 0 | 0 | 25.7 |
Net earnings | 1107.4 | 1147.8 | 1017.4 |
Basic net earnings per share of common stock: | |||
Net earnings from continuing operations | 2.79 | 2.81 | 2.41 |
Net earnings from discontinued operations | $0 | $0 | 0.01 |
Net gain on sale of discontinued operations | $0 | $0 | 0.06 |
Basic net earnings per share of common stock | 2.79 | 2.81 | 2.48 |
Diluted net earnings per share of common stock: | |||
Net earnings from continuing operations | 2.77 | 2.78 | 2.37 |
Net earnings from discontinued operations | $0 | $0 | 0.01 |
Net gain on sale of discontinued operations | $0 | $0 | 0.06 |
Diluted net earnings per share of common stock | 2.77 | 2.78 | 2.44 |
Statement Of Shareholders Equit
Statement Of Shareholders Equity And Other Comprehensive Income (USD $) | |||||
In Millions | Common Stock
| Additional Paid-In Capital
| Retained Earnings
| Accumulated Other Comprehensive Gain (Loss)
| Total
|
Beginning Balance at Dec. 31, 2006 | 40.8 | 569.1 | 3490.5 | 90.6 | $4,191 |
Net earnings | 1017.4 | 1017.4 | |||
Unrealized gains on securities, including $1.4 in 2009, $(0.7) in 2008, and $0.8 in 2007 income tax expense (benefit) | 1.1 | 1.1 | |||
Unfunded pension (losses) gains, net of $8.2 in 2009, $(8.3) in 2008 and $5.5 in 2007 income tax (benefit) expense | 16.4 | 16.4 | |||
Foreign currency translation adjustments | 152.7 | 152.7 | |||
Issuance of 1.4 in 2009, 2.8 in 2008 and 3.0 in 2007 shares of common stock under stock option and benefit plans, including $6.9 in 2009, $33.7 in 2008 and $43.5 in 2007 excess income tax benefit | 0.3 | 80.4 | 80.7 | ||
Share-based compensation | 62.4 | 62.4 | |||
Cash dividend declared of $0.25 in 2009, $0.40 in 2008 and $0.33 in 2007 per share of common stock | -135.6 | -135.6 | |||
Adjustment to adopt new accounting rules for income tax uncertainties, net of $4.2 income tax benefit | -7.6 | -7.6 | |||
Ending Balance at Dec. 31, 2007 | 41.1 | 711.9 | 4364.7 | 260.8 | 5378.5 |
Net earnings | 1147.8 | 1147.8 | |||
Unrealized gains on securities, including $1.4 in 2009, $(0.7) in 2008, and $0.8 in 2007 income tax expense (benefit) | 0.8 | 0.8 | |||
Unfunded pension (losses) gains, net of $8.2 in 2009, $(8.3) in 2008 and $5.5 in 2007 income tax (benefit) expense | -28.2 | -28.2 | |||
Foreign currency translation adjustments | -68.6 | -68.6 | |||
Issuance of 1.4 in 2009, 2.8 in 2008 and 3.0 in 2007 shares of common stock under stock option and benefit plans, including $6.9 in 2009, $33.7 in 2008 and $43.5 in 2007 excess income tax benefit | 0.2 | 69.3 | 69.5 | ||
Share-based compensation | 65.5 | 65.5 | |||
Cash dividend declared of $0.25 in 2009, $0.40 in 2008 and $0.33 in 2007 per share of common stock | -158.6 | -158.6 | |||
Repurchase and retirement of 17.4 million shares of common stock | -1.7 | -33.9 | -964.4 | (1,000) | |
Ending Balance at Dec. 31, 2008 | 39.6 | 812.8 | 4389.5 | 164.8 | 5406.7 |
Net earnings | 1107.4 | 1107.4 | |||
Unrealized gains on securities, including $1.4 in 2009, $(0.7) in 2008, and $0.8 in 2007 income tax expense (benefit) | 2.7 | 2.7 | |||
Unfunded pension (losses) gains, net of $8.2 in 2009, $(8.3) in 2008 and $5.5 in 2007 income tax (benefit) expense | 16.7 | 16.7 | |||
Foreign currency translation adjustments | 73.8 | 73.8 | |||
Issuance of 1.4 in 2009, 2.8 in 2008 and 3.0 in 2007 shares of common stock under stock option and benefit plans, including $6.9 in 2009, $33.7 in 2008 and $43.5 in 2007 excess income tax benefit | 0.2 | 24.8 | 25 | ||
Share-based compensation | 62.3 | 62.3 | |||
Cash dividend declared of $0.25 in 2009, $0.40 in 2008 and $0.33 in 2007 per share of common stock | -99.5 | -99.5 | |||
Ending Balance at Dec. 31, 2009 | 39.8 | 899.9 | 5397.4 | $258 | 6595.1 |
2_Statement Of Shareholders Equ
Statement Of Shareholders Equity And Other Comprehensive Income (Parenthetical) (USD $) | |||
In Millions, except Per Share data | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 |
Unrealized gains on securities, income tax expense (benefit) | 1.4 | -0.7 | 0.8 |
Unfunded pension (losses) gains, income tax (benefit) expense | 8.2 | -8.3 | 5.5 |
Issuance of common stock under stock option and benefit plans, shares | 1.4 | 2.8 | 3 |
Issuance of common stock under stock option and benefit plans, excess income tax benefit | 6.9 | 33.7 | 43.5 |
Cash dividend declared, per share of common stock | 0.25 | 0.4 | 0.33 |
Repurchase and retirement of common stock, shares | 17.4 | ||
Adjustment to adopt new accounting rules for income tax uncertainties, income tax benefit | 4.2 |
Statement Of Cash Flows Indirec
Statement Of Cash Flows Indirect (USD $) | |||
In Millions | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 |
Operating Activities | |||
Net earnings | 1107.4 | 1147.8 | 1017.4 |
Less: Net earnings from discontinued operations | 0 | 0 | (5) |
Less: Net gain on sale of discontinued operations | 0 | 0 | -25.7 |
Net earnings from continuing operations | 1107.4 | 1147.8 | 986.7 |
Adjustments to reconcile net earnings from continuing operations to net cash provided by operating activities: | |||
Depreciation | 165.2 | 155.4 | 137.1 |
Amortization | 220.1 | 232.2 | 229.5 |
Share-based compensation | 62.3 | 65.5 | 61.3 |
Income tax benefit from exercise of stock options | 12.7 | 44.6 | 53.3 |
Excess income tax benefit from exercise of stock options | -6.9 | -33.7 | -43.5 |
Restructuring charges | 67 | 34.9 | 0 |
Payments of restructuring charges | -47.4 | -0.5 | 0 |
Intangible asset impairment | 0 | 0 | 19.8 |
Provision for losses on accounts receivable | 27.9 | 10.4 | 7.3 |
Deferred income tax credit | -72.7 | -17.6 | -147.1 |
Other | 10 | 0.2 | 8.2 |
Changes in operating assets and liabilities, net of effects of acquisitions: | |||
Accounts receivable | -9.8 | -131.2 | -133.5 |
Inventories | 33.7 | -180.2 | -89.9 |
Loaner instrumentation | -188.6 | -181.8 | -184.9 |
Accounts payable | -80.5 | 10.4 | 11.1 |
Accrued expenses and other liabilities | 66.1 | 54.8 | 20.4 |
Income taxes | 192 | -29.1 | 83.5 |
Other | -97.8 | -6.2 | 18.9 |
Net cash used in discontinued operations | 0 | 0 | -9.9 |
Net cash provided by operating activities | 1460.7 | 1175.9 | 1028.3 |
Investing Activities | |||
Acquisitions, net of cash acquired | -570.2 | -14.2 | -54.8 |
Proceeds from sale of discontinued operations, net of cash divested | 0 | 0 | 144.7 |
Purchases of marketable securities | -4602.1 | -16832.3 | -14851.9 |
Proceeds from sales of marketable securities | 3973.7 | 17303.2 | 13772.4 |
Purchases of property, plant and equipment | -131.3 | -155.2 | -187.7 |
Proceeds from sales of property, plant and equipment | 1.5 | 8.6 | 0.7 |
Net cash used by discontinued operations | 0 | 0 | -1.6 |
Net cash provided by (used in) investing activities | -1328.4 | 310.1 | -1178.2 |
Financing Activities | |||
Proceeds from borrowings | 16.9 | 26 | 103.7 |
Payments on borrowings | -19.6 | -19.3 | -102.9 |
Dividends paid | -198.4 | -135.6 | -89.7 |
Proceeds from exercise of stock options | 6.3 | 50.1 | 69.5 |
Excess income tax benefit from exercise of stock options | 6.9 | 33.7 | 43.5 |
Repurchase and retirement of common stock | 0 | (1,000) | 0 |
Other | -5.4 | (1) | -10.5 |
Net cash provided by (used in) financing activities | -193.3 | -1046.1 | 13.6 |
Effect of exchange rate changes on cash and cash equivalents | 18.6 | -29.3 | 10.2 |
Increase (decrease) in cash and cash equivalents | -42.4 | 410.6 | -126.1 |
Cash and cash equivalents at beginning of year | 701.1 | 290.5 | 416.6 |
Cash and cash equivalents at end of year | 658.7 | 701.1 | 290.5 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 SIGNIFICANT ACCOUNTING POLICIES Business: Stryker Corporation (the Company or Stryker) is one of the worlds leading medical technology companies with the most broadly based range of products in orthopaedics and a significant presence in other medical specialties. Stryker works with respected medical professionals to help people lead more active and more satisfying lives. The Companys products include implants used in joint replacement, trauma, and spinal surgeries; surgical equipment and surgical navigation systems; endoscopic and communications systems; patient handling and emergency medical equipment as well as other medical device products used in a variety of medical specialties. Principles of Consolidation: The Consolidated Financial Statements include the accounts of the Company and its subsidiaries after elimination of intercompany accounts and transactions. Use of Estimates: The preparation of these Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles (GAAP) requires Company management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates. Revenue Recognition: A significant portion of the Companys Orthopaedic Implants revenue is generated from consigned inventory maintained at hospitals or with field representatives. The Company retains title to all inventory held on consignment at hospitals or with field locations until the Company receives appropriate notification that the product has been used or implanted at which time revenue is recognized. The Company records revenue from Orthopaedic Implants not held on consignment and MedSurg Equipment product sales when title and risk of ownership have been transferred to the customer, which is typically upon shipment to the customer. The Company records estimated sales returns, discounts, rebates and other sales incentives as a reduction of net sales in the same period revenue is recognized. Estimates of sales returns are recorded for anticipated product returns based on historical sales and returns information. Estimates of sales discounts, rebates and other sales incentives are recorded based on contractual terms, historical experience and trend analysis. Shipping and Handling of Products: Amounts billed to customers for shipping and handling of products are included in net sales. Costs incurred related to shipping and handling of products are included in cost of sales. Foreign Currency Translation: The functional currencies for substantially all of the Companys international affiliates are their local currencies. Accordingly, the financial statements of these international affiliates are translated into U.S. dollars using current exchange rates for balance sheets and average exchange rates for statements of earnings and cash flows. Unrealized translation adjustments are included in accumulated other comprehensive gain (loss) in shareholders equity. Transaction gains and losses, such as those resulting from the settlement of nonfunctional currency receivables or payables, are included in ne |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
FINANCIAL INSTRUMENTS | NOTE 2 FINANCIAL INSTRUMENTS The Companys financial instruments consist of cash, cash equivalents, marketable securities, accounts receivable, other investments, accounts payable, debt and foreign currency exchange contracts. The Companys estimates of fair value for financial instruments approximate their carrying amounts as of December31, 2009. Pursuant to the requirements of the Fair Value Measurements and Disclosures Topic of the FASB Codification, the Companys financial assets and liabilities measured at fair value on a recurring basis are classified and disclosed in one of the following three categories: Level1: 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 Companys 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 Companys Level 2 available-for-sale marketable securities primarily include U.S. government and agency securities, foreign government debt securities, asset-backed debt securities, commercial paper, corporate debt securities, and certificates of deposit. The Companys 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 Companys Level 3 available-for-sale marketable securities include corporate debt securities. The Companys Level 3 available-for-sale marketable securities valuations are based on the income approach, specifically discounted cash flow analyses that utilize significant inputs based on the Companys 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) Right |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES | NOTE 3 DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES The Company follows the provisions of the Derivatives and Hedging Topic of the FASB Codification, which requires the Company to recognize all derivatives on the 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 as well as, in 2009, intercompany loans associated with the repatriation of foreign earnings. 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 Consolidated Statements of Earnings as an offset to the gains and losses recognized on the intercompany receivables and payables. For the twelve months ended December31, 2009 and 2008, recognized foreign currency transaction losses included in other income (expense) in the Consolidated Statements of Earnings were $1.1 million and $6.0 million, respectively. At December31, 2009, the Company had outstanding forward currency exchange contracts to purchase $2,041.1 million and sell $280.5 million of various currencies (principally U.S. dollars and euros) with original maturities ranging from 4 to 106 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 March31, 2010. At December31, 2008, the Company had outstanding forward currency exchange contracts to purchase $412.5 million and sell $288.4 million of various currencies (principally U.S. dollars and euros) with maturities ranging from 2 to 110 days. At December31, 2009, the fair value carrying amount of the Companys forward currency exchange contracts asset and liabilities were $8.3 million and $6.2 million, respectively, and was included as a component of prepaid expenses and other current assets and accrued expenses and other liabilities, respectively, in the 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. |
INVENTORIES
INVENTORIES | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
INVENTORIES | NOTE 4 INVENTORIES Inventories are summarized as follows (in millions): December31 2009 2008 Finished goods $ 730.4 $ 727.4 Work-in-process 84.0 92.7 Raw materials 140.1 138.2 FIFO cost 954.5 958.3 Less LIFO reserve (11.5 ) (5.6 ) $ 943.0 $ 952.7 |
ACQUISITIONS
ACQUISITIONS | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
ACQUISITIONS | NOTE 5 ACQUISITIONS On December31, 2009, the Company acquired Ascent Healthcare Solutions, Inc. (Ascent), the market leader in the reprocessing and remanufacturing of medical devices in the United States, in an all cash transaction for $525.0 million. The acquisition of Ascent is expected to enhance the Companys product offerings as well as provide cost savings opportunities to its customers in its MedSurg Equipment segment. The Ascent acquisition did not have any effect on the Companys consolidated net sales and operating income for 2009. Ascent had sales of $133.9 million for the year ended December31, 2009 and sales of $109.4 million for the year ended December31, 2008. During 2009 the Company acquired certain additional companies that are expected to enhance the Companys product offerings to its customers within its Orthopaedic Implants and MedSurg Equipment business segments. These acquisitions did not have a material effect on the Companys consolidated net sales and operating income for 2009. The acquisitions described above were accounted for pursuant to the requirements of the Business Combinations Topic of the FASB Codification. The assets acquired and liabilities assumed as a result of the acquisitions were included in the Companys Consolidated Balance Sheet as of December31, 2009. Pro forma consolidated results of operations would not differ significantly as a result of these acquisitions. The purchase price for each of the acquisitions described above was preliminarily allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date. The fair value assigned to identifiable intangible assets acquired was determined primarily by using the income approach. The excess purchase price over the value of the net tangible and identifiable intangible assets was recorded as goodwill. Purchased identifiable intangible assets other than goodwill are amortized on a straight-line basis over their respective estimated useful lives. With respect to the Ascent acquisition, the estimated useful lives range between 11 and 15 years; for all other acquisitions, the estimated useful lives range between 2 and 11 years. For all acquisitions, the preliminary allocation of the purchase price was based upon a preliminary valuation, and the Companys estimates and assumptions are subject to change within the measurement period as valuations are finalized. The table below represents the allocation of the preliminary purchase price to the acquired net assets of Ascent and all other acquisitions completed in 2009 (in millions): Ascent AllOther Total Accounts receivable $ 10.6 $ 0.1 $ 10.7 Inventory 10.3 0.2 10.5 Other current assets 6.3 2.9 9.2 Identifiable intangible assets: Customer relationship 221.1 9.1 230.2 Developed technology 22.5 18.5 41.0 In-process research and development 20.2 20.2 Trademarks 5.0 5.0 Other 1.7 1.7 Goodwill 329.1 58.4 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
DISCONTINUED OPERATIONS | NOTE 6 DISCONTINUED OPERATIONS In 2007 the Company sold its outpatient physical therapy business, Physiotherapy Associates, for $150.0 million in cash less certain indebtedness. The sale of Physiotherapy Associates allowed the Company to focus its efforts on the medical technology market. The sale of Physiotherapy Associates resulted in a gain of $25.7 million (net of $15.0 million income tax expense), or $0.06 per diluted share. Net sales from discontinued operations and net earnings from discontinued operations for the year ended December31, 2007 were $107.4 million and $5.0 million, respectively. |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
RESTRUCTURING CHARGES | NOTE 7 RESTRUCTURING CHARGES In 2009 the Company initiated a number of restructuring projects focused on shifting resources to those areas where the Company has the greatest opportunities for growth and streamlining operations to drive operating leverage. In 2008 the Company made decisions to simplify the structure of its Japanese distribution business and to substantially reduce development efforts associated with product technologies purchased in the Sightline Technologies Ltd. acquisition in 2006. The Company recorded restructuring charges in 2009 and 2008 consisting of the following items (in millions): 2009 2008 Agent conversion charges $ 30.3 $ 0.0 Asset impairment charges 18.3 22.3 Severance and related costs 12.9 8.5 Contractual obligations and other charges 5.5 4.1 Total $ 67.0 $ 34.9 2009 Charges: The $30.3 million agent conversion charges represent costs associated with the termination of certain third-party agent agreements at the Companys Europe, Middle East, Africa (EMEA) Division. This initiative is intended to provide the Company greater control over its distribution channels as well as improve customer focus and selling efficiency. The $18.3 million asset impairment charges are associated with the Companys decision to discontinue selling certain products within its Orthopaedic Implants and MedSurg Equipment business segments and relates primarily to identifiable intangible assets. The discontinued product lines are not expected to have a material impact on the Companys future operating results. The $12.9 million severance and related costs charge represents workforce reduction employment-related severance costs for approximately 120 employees resulting from the Companys decision to simplify the organization structure at its Biotech, EMEA, Japan and Canada divisions. The $5.5 million contractual obligations and other charges represent costs associated with the termination of various supplier contracts as well as other incidental costs related to the discontinued product lines. 2008 Charges: The $22.3 million asset impairment charges represent the excess of net book value over fair market value for assets to be disposed of by sale, primarily related to sales offices and warehousing and distribution facilities in Japan. The $8.5 million charge represents employment-related severance costs for 84 employees. The $4.1 million contractual obligations and other charges represent costs associated with the termination of various supplier contracts as well as other incidental costs. The following table provides a rollforward of the remaining liabilities, included within accrued expenses and other liabilities in the Consolidated Balance Sheet, related to the restructuring charges recorded by the Company in 2009 and 2008 (in millions): Agent Conversions Severanceand related costs ContractualObligations and Other Charges Balances at January1, 2009 $ 0.0 $ 8.7 $ 1.8 Charges 30.3 12.9 5.5 Payments (24.5 ) (18.1 ) (4.8 ) F |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 8 GOODWILL AND OTHER INTANGIBLE ASSETS The changes in the net carrying amount of goodwill by segment for the years ended December31, 2009 and 2008 are as follows (in millions): Orthopaedic Implants MedSurg Equipment Total Balance as of January1, 2008 $ 477.4 $ 50.0 $ 527.4 Foreign currency translation effects and other 40.2 (0.1 ) 40.1 Balance as of December31,2008 517.6 49.9 567.5 Goodwill acquired 36.3 351.2 387.5 Foreign currency translation effects and other (1.6 ) 3.4 1.8 Balance as of December31, 2009 $ 552.3 $ 404.5 $ 956.8 In the fourth quarters of 2009 and 2008, the Company completed the required annual impairment tests of goodwill as prescribed by the Intangibles-Goodwill and Other Topic of the FASB Codification and determined, in all instances, that recorded goodwill was not impaired and that no goodwill write down was necessary. The following is a summary of the Companys other intangible assets (in millions): Gross Carrying Amount Less Accumulated Amortization Net Carrying Amount At December31, 2009: Amortized intangible assets: Developed technology $ 316.9 $ 160.3 $ 156.6 Customer relationship 410.9 63.0 347.9 Patents 241.4 156.0 85.4 Trademarks 37.8 19.2 18.6 Other 48.7 22.5 26.2 $ 1,055.7 $ 421.0 $ 634.7 At December31, 2008: Amortized intangible assets: Developed technology $ 272.4 $ 139.7 $ 132.7 Customer relationship 177.9 53.7 124.2 Patents 239.0 151.8 87.2 Trademarks 32.2 17.5 14.7 Other 30.3 21.1 9.2 $ 751.8 $ 383.8 $ 368.0 The estimated amortization expense for each of the five succeeding years is as follows (in millions): 2010 $ 48.6 2011 $ 48.0 2012 $ 47.1 2013 $ 45.6 2014 $ 45.4 |
DEBT
DEBT | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
DEBT | NOTE 9 DEBT The Company had current debt outstanding under various debt instruments totaling $18.0 million, $20.5 million and $16.8 million at December31, 2009, 2008 and 2007, respectively. The Company also has a $1,000.0 million Unsecured Credit Facility (Facility). The Facility, which expires in November 2010, includes a senior 5-year nonamortizing, revolving credit agreement with a maximum amount of $1,000.0 million. The Company may increase the Facility maximum limit in $100.0 million increments up to an additional $500.0 million upon acceptance by the existing lender group or additional lenders. No amounts were outstanding under the Unsecured Credit Facility as of December31, 2009 and 2008. The Unsecured Credit Facility requires a facility fee ranging from 0.04% to 0.15% on the aggregate commitment of the Facility, depending on the Companys debt rating. The Facility includes a $500.0 million multicurrency sublimit, under which yen and euro can be borrowed; a $100.0 million swing line sublimit; and a $100.0 million letter of credit sublimit. The Facility bears interest at a base rate, as defined, plus an applicable margin ranging from 0.12% to 0.475%, depending on the Companys debt rating. During 2009 the weighted-average interest rate, excluding required fees, for all borrowings was 4.3%. The Facility requires the Company to comply with certain financial and other covenants. The Company was in compliance with all covenants at December31, 2009. In addition to the Facility, the Company has lines of credit, issued by various financial institutions, available to fund the Companys day-to-day operating needs. At December31, 2009, the Company had $1,049.2 million of additional borrowing capacity available under all of its existing credit facilities. The carrying amounts of the Companys debt approximate their fair values, based on the quoted interest rates for similar types and amounts of borrowing agreements. Interest paid on debt, including required fees, was $5.3 million in 2009, $5.7 million in 2008 and $6.5 million in 2007 and approximates amounts reflected in interest expense, which is included in other income (expense). |
CAPITAL STOCK
CAPITAL STOCK | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
CAPITAL STOCK | NOTE 10 CAPITAL STOCK In December 2009 the Companys Board of Directors authorized the Company to repurchase up to $750.0 million of its common stock. The manner, timing and amount of any purchases will be determined by the Companys management based on their evaluation of market conditions, stock price and other factors and will be subject to regulatory considerations. Purchases may be made from time to time in the open market, in privately negotiated transactions or otherwise. The Company had not made any stock repurchases relative to the $750.0 million repurchase program as of December31, 2009. In October 2009 the Companys Board of Directors modified the Companys dividend policy to adopt a quarterly payment schedule in lieu of an annual dividend. In conjunction with this modification, the Companys Board of Directors declared a cash transition dividend of $0.10 per share. The transition dividend increased the total dividends paid in 2009 to $0.50 per share, up 52% from the $0.33 per share paid in 2008. In addition, in December 2009 the Companys Board of Directors declared its first quarterly dividend of $0.15 per share payable January29, 2010 to shareholders of record at the close of business on December30, 2009. During 2008 the Company repurchased 17.4million shares of common stock in the open market at a cost of $1,000.0 million pursuant to the repurchase programs authorized by the Companys Board of Directors. Shares repurchased under the share repurchase programs are available for general corporate purposes, including offsetting dilution associated with stock option and other equity-based employee benefit plans. The Company has 0.5million authorized shares of $1 par value preferred stock, none of which is outstanding. 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. The options are granted for periods of up to 10 years and become exercisable in varying installments. A summary of stock option activity follows: Shares (inmillions) Weighted Average ExercisePrice Weighted-Average Remaining Contractual Term (in years) Aggregate IntrinsicValue (inmillions) Options outstanding at January1, 2009 23.8 $ 45.01 Granted 5.5 41.96 Exercised (1.8 ) 21.03 Cancelled (1.2 ) 52.55 Options outstanding at December31, 2009 26.3 $ 45.69 5.9 $ 210.4 Exercisable at December31, 2009 14.6 $ 41.20 4.3 $ 158.6 Options expected to vest 11.3 $ 51.78 7.9 $ 48.2 The aggregate intrinsic value, which represents the cumulative difference between the fair market value of the underlying common stock and the option exercise prices, of options exercised during the years ended December31, 2009, 2008 and 2007 was $37.5 million, $135.4 million and $160.1 million, respectively. Shares reserved for future compensation grants of Stryker common stock were 14.5million at December31, 2009 and 19.7million at December31, 200 |
NET EARNINGS PER SHARE
NET EARNINGS PER SHARE | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
NET EARNINGS PER SHARE | NOTE 11 NET EARNINGS PER SHARE The following table sets forth the computation of basic and diluted net earnings per share (in millions, except per share amounts): 2009 2008 2007 Net earnings $ 1,107.4 $ 1,147.8 $ 1,017.4 Weighted-average shares outstanding for basic net earnings per share 397.4 408.1 409.7 Effect of dilutive employee stock options 2.0 5.5 7.5 Adjusted weighted-average shares outstanding for diluted net earnings per share 399.4 413.6 417.2 Net earnings per share of common stock: Basic $ 2.79 $ 2.81 $ 2.48 Diluted $ 2.77 $ 2.78 $ 2.44 Options to purchase an average of 18.1million, 5.7million and 0.9million shares of common stock during the years ended December31, 2009, 2008 and 2007, 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 stock for those periods. |
RETIREMENT PLANS
RETIREMENT PLANS | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
RETIREMENT PLANS | NOTE 12 RETIREMENT PLANS Certain of the Companys subsidiaries have both funded and unfunded defined benefit pension plans covering some or all of their employees. Substantially all of the defined benefit pension plans have projected benefit obligations in excess of plan assets. A summary of the Companys defined benefit pension plans is as follows (in millions): December31 2009 2008 Change in projected benefit obligations: Projected benefit obligations at beginning of year $ 252.1 $ 230.7 Service cost 15.8 15.8 Interest cost 11.5 11.7 Foreign exchange impact 3.7 4.8 Employee contributions 3.4 3.5 Actuarial gains (9.8 ) (5.5 ) Benefits paid (14.3 ) (8.9 ) Projected benefit obligations at end of year 262.4 252.1 Change in plan assets: Fair value of plan assets at beginning of year 150.5 172.4 Actual return 13.2 (35.3 ) Employer contributions 20.4 13.9 Employee contributions 3.4 3.5 Foreign exchange impact 3.2 4.2 Benefits paid (13.4 ) (8.2 ) Fair value of plan assets at end of year 177.3 150.5 Funded status $ (85.1 ) $ (101.6 ) The weighted-average discount rate used in the determination of the projected benefit obligations was 4.9% as of December31, 2009 and 2008. The components of the amounts recognized in the Consolidated Balance Sheets are as follows (in millions): December31 2009 2008 Noncurrent assetsOther $ 1.7 $ 2.2 Current liabilitiesAccrued compensation (1.0 ) (2.2 ) Noncurrent liabilitiesOther liabilities (85.8 ) (101.6 ) $ (85.1 ) $ (101.6 ) The components of the amounts recognized in accumulated other comprehensive gain (loss), before the effect of income taxes, are as follows (in millions): December31 2009 2008 Unrecognized net actuarial loss $ (24.4 ) $ (49.1 ) Unrecognized prior service cost (0.1 ) (0.7 ) Unrecognized transition amount (0.5 ) (0.1 ) $ (25.0 ) $ (49.9 ) The accumulated benefit obligations for all of the defined benefit pension plans was $238.2 million and $234.2 million as of December31, 2009 and 2008, respectively. Pension plans with an accumulated benefit obligation in excess of plan assets had projected benefit obligations, accumulated benefit obligations and fair value of plan assets of $248.9 million, $229.8 million and $165.0 million, respectively, as of December31, 2009 and $187.5 million, $174.9 million and $86.1 million, respectively, as of December31, 2008. The components of net periodic benefit cost and other changes in plan assets and benefit obligations recognized in other comprehensive gain (loss) before the effect of income taxes are as follows (in millions): 2009 200 |
INCOME TAXES
INCOME TAXES | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
INCOME TAXES | NOTE 13 INCOME TAXES Earnings from continuing operations before income taxes consist of the following (in millions): 2009 2008 2007 U.S operations $ 709.5 $ 738.1 $ 666.8 Foreign operations 914.4 842.1 703.3 $ 1,623.9 $ 1,580.2 $ 1,370.1 The components of the provision for income taxes follow (in millions): 2009 2008 2007 Current income tax expense Federal $ 382.4 $ 262.3 $ 290.9 State 26.6 48.1 49.5 Foreign 180.2 139.6 190.1 589.2 450.0 530.5 Deferred income tax credit (72.7 ) (17.6 ) (147.1 ) $ 516.5 $ 432.4 $ 383.4 A reconciliation of the U.S. statutory income tax rate to the Companys effective income tax rate from continuing operations follows: 2009 2008 2007 U.S. statutory income tax rate 35.0 % 35.0 % 35.0 % Add (deduct): State income taxes, less effect of federal deduction 2.6 1.5 0.8 International operations (13.8 ) (11.5 ) (10.2 ) Repatriation of foreign earnings 4.1 Other 3.9 2.4 2.4 31.8 % 27.4 % 28.0 % Deferred income taxes reflect the net income tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are recorded to reduce deferred income tax assets when it is more likely than not that an income tax benefit will not be realized. The income tax effects of significant temporary differences, which comprise the Companys deferred income tax assets and liabilities, are as follows (in millions): December31 2009 2008 Deferred income tax assets: Inventories $ 471.7 $ 361.8 Other accrued expenses 130.7 146.2 Depreciation and amortization 17.3 25.1 State income taxes 29.0 21.3 Share-based compensation 98.5 82.5 Net operating loss carryforwards 59.7 35.2 Other 81.8 86.9 Total deferred income tax assets 888.7 759.0 Less valuation allowances (27.6 ) (24.9 ) Total deferred income tax assets after valuation allowances 861.1 734.1 Deferred income tax liabilities: Depreciation and amortization (347.4 ) (177.5 ) Other (59.3 ) (71.4 ) Total deferred income tax liabilities (406.7 ) (248.9 ) Total deferred income tax assets $ 454.4 $ 485.2 Reported as: Current assetsDeferred income taxes $ 602.2 $ 521.9 Noncurrent assetsDeferred income taxes 258.9 212.2 Current liabilitiesAccrued expenses and other liabilities (24. |
SEGMENT AND GEOGRAPHIC DATA
SEGMENT AND GEOGRAPHIC DATA | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
SEGMENT AND GEOGRAPHIC DATA | NOTE 14 SEGMENT AND GEOGRAPHIC DATA The Company segregates its operations into two reportable business segments: Orthopaedic Implants and MedSurg Equipment. The Orthopaedic Implants segment includes orthopaedic reconstructive (hip and knee), trauma and spinal implant systems and other related products. The MedSurg Equipment segment includes surgical equipment and surgical navigation systems; endoscopic and communications 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 Companys 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 in Note 1 to the Consolidated Financial Statements. The Company measures the financial results of its reportable segments using an internal performance measure that excludes the patent litigation gain and the income tax expenses associated with the repatriation of foreign earnings recorded in 2009, the restructuring charges recorded in 2009 and 2008 and the intangible asset impairment charge recorded in 2007. Identifiable assets are those assets used exclusively in the operations of each business segment or allocated when used jointly. Corporate assets are principally cash and cash equivalents; marketable securities and property, plant and equipment. The identifiable assets of the MedSurg Equipment segment at December31, 2009 include the acquired assets of Ascent Healthcare Solutions, Inc. Sales and other financial information by business segment follows (in millions): Orthopaedic Implants MedSurg Equipment Other Total Year ended December31, 2009: Net sales $ 4,119.7 $ 2,603.4 $ $ 6,723.1 Interest and marketable securities income 53.9 53.9 Interest expense (22.4 ) (22.4 ) Depreciation and amortization expense 305.7 68.8 10.8 385.3 Income taxes (credit) 327.0 159.5 (38.2 ) 448.3 Segment net earnings (loss) 802.0 462.9 (84.9 ) 1,180.0 Less restructuring charges, net of income tax benefits (48.4 ) Less income taxes on repatriation of foreign earnings (67.1 ) Add patent litigation gain, net of income taxes 42.9 Net earnings from continuing operations 1,107.4 Total assets 3,830.7 1,924.2 3,316.4 9,071.3 Capital expenditures 83.0 43.4 4.9 131.3 Year ended December31, 2008: Net sales 3,967.5 2,750.7 6,718.2 Interest and marketable securities income |
LEASES
LEASES | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
LEASES | NOTE 15 LEASES The Company leases various manufacturing, warehousing and distribution facilities, administrative and sales offices as well as equipment under operating leases. Future minimum lease commitments under these leases are as follows (in millions): 2010 $ 49.0 2011 34.3 2012 26.3 2013 19.4 2014 14.3 Thereafter 24.8 $ 168.1 Rent expense totaled $75.1 million in 2009, $76.0 million in 2008 and $65.9 million in 2007. |
CONTINGENCIES
CONTINGENCIES | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
CONTINGENCIES | NOTE 16 CONTINGENCIES 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 a federal grand jury in the District of Massachusetts returned an indictment charging Stryker Biotech LLC and certain current and former employees of Stryker Biotech with wire fraud, conspiracy to defraud the U.S. Food and Drug Administration (FDA), distribution of a misbranded device and false statements to the FDA. The Company still hopes to be able to reach a fair and just resolution of this matter. Conviction of these charges could result in significant monetary fines and Stryker Biotechs exclusion from participating in federal and state health care programs, which could have a material affect on Stryker Biotechs business. However, the ultimate resolution of these matters is not reasonably estimatable at this time. The Company understands that certain former Stryker Biotech employees have pled guilty to charges in connection with this matter. 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 implant manufacturing facilities: one letter for its facility in Cork, Ireland and another for its facility in Mahwah, New Jersey. In October 2009, the FDA informed the Company that the warning letter related to its OP-1 implant manufacturing facility had been resolved following a productive reinspection earlier in 2009. The Company takes these matters very seriously and continues to fully cooperate with the FDA to address their observations at the other facilities. In 2007 the Company announced that it reached a resolution with the U.S. Attorneys office for the District of New Jersey in connection with a previously announced investigation relating to any and all consulting contracts, professional service agreements, or remuneration agreements between Stryker Corporation and any orthopedic surgeon, orthopedic surgeon in training, or medical school graduate using or considering the surgical use of hip or knee joint replacement/reconstruction products manufactured or sold by Stryker Corporation. The resolution was in the form of a non-prosecution agreement for an 18-month period that ended on March27, 2009. During the term of the agreement, the Companys Orthopaedics subsidiary was subject to oversight by a federal monitor, as appointed by the U.S. Attorney, regardin |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
SUBSEQUENT EVENTS | NOTE 17 SUBSEQUENT EVENTS On January15, 2010, the Company sold $500.0 million of senior unsecured notes due January15, 2015 (the 2015 Notes) and $500.0 million of senior unsecured notes due January15, 2020 (the 2020 Notes). The 2015 Notes will bear interest at 3.00%per year and, unless previously redeemed, will mature on January15, 2015. The 2020 Notes will bear interest at 4.375%per year and, unless previously redeemed, will mature on January15, 2020. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes, including acquisitions, stock repurchases and other business opportunities. On January15, 2010, a class action lawsuit against the Company was filed in the United States District Court for the Southern District of New York on behalf of those who purchased the Companys common stock between January25, 2007 and November13, 2008, inclusive. The lawsuit seeks remedies under the Securities Exchange Act of 1934. The Company is evaluating the scope of the claim and intends to defend itself vigorously. Pursuant to the Subsequent Events Topic of the FASB Codification, the Company evaluated subsequent events after December31, 2009 and concluded that no material transactions occurred subsequent to that date that provided additional evidence about conditions that existed at or after December31, 2009 that require adjustment to the Consolidated Financial Statements. |
SCHEDULE II-VALUATION AND QUALI
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS STRYKER CORPORATION AND SUBSIDIARIES Column A Column B Column C Column D Column E ColumnF Additions Deductions Description Balanceat Beginning of Period Chargedto Costs Expenses Describe(a) Describe(b) Balance at End ofPeriod DEDUCTED FROM ASSET ACCOUNTS Allowance for Doubtful Accounts (in millions): Year ended December31, 2009 $ 44.5 $ 27.9 $ 6.6 $ (0.5 ) $ 66.3 Year ended December31, 2008 $ 44.5 $ 10.4 $ 10.2 $ 0.2 $ 44.5 Year ended December31, 2007 $ 41.8 $ 7.3 $ 5.4 $ (0.8 ) $ 44.5 (a) Uncollectible amounts written off, net of recoveries. (b) Effect of changes in foreign exchange rates. |
Document Information
Document Information | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Document Type | 10-K |
Amendment Flag | false |
Document Period End Date | 2009-12-31 |
Entity Information
Entity Information (USD $) | |||
12 Months Ended
Dec. 31, 2009 | Jan. 31, 2010
| Jun. 30, 2009
| |
Trading Symbol | SYK | ||
Entity Registrant Name | STRYKER CORP | ||
Entity Central Index Key | 0000310764 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 398,051,370 | ||
Entity Public Float | $13,503,370,084 |