Document and Entity Information
Document and Entity Information | |
3 Months Ended
Mar. 31, 2010 | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | 2010-03-31 |
Document Fiscal Year Focus | 2,010 |
Document Fiscal Period Focus | Q1 |
Trading Symbol | SYK |
Entity Registrant Name | STRYKER CORP |
Entity Central Index Key | 0000310764 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 396,698,933 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | ||
In Millions | Mar. 31, 2010
| Dec. 31, 2009
|
Current Assets | ||
Cash and cash equivalents | 1202.5 | 658.7 |
Marketable securities | 2735.1 | 2296.1 |
Accounts receivable, less allowance of $66.9 ($66.3 in 2009) | 1120.6 | 1147.1 |
Inventories | 961 | 943 |
Deferred income taxes | 616.8 | 602.2 |
Prepaid expenses and other current assets | 239.4 | 204.1 |
Total current assets | 6875.4 | 5851.2 |
Property, Plant and Equipment, less allowance for depreciation of $1,043.0 ($1,016.1 in 2009) | 925 | 947.6 |
Other Assets | ||
Goodwill | 951.2 | 956.8 |
Other intangibles, less accumulated amortization of $429.4 ($421.0 in 2009) | 666.3 | 634.7 |
Loaner instrumentation, less accumulated amortization of $704.1 ($771.3 in 2009) | 290 | 285.4 |
Deferred income taxes | 254.7 | 258.9 |
Other | 135.8 | 136.7 |
Total assets | 10098.4 | 9071.3 |
Current Liabilities | ||
Accounts payable | 230.7 | 200.2 |
Accrued compensation | 250 | 354.1 |
Income taxes | 166 | 134.7 |
Dividend payable | 59.5 | 59.7 |
Accrued expenses and other liabilities | 671 | 674.3 |
Current maturities of debt | 27.6 | 18 |
Total current liabilities | 1404.8 | 1,441 |
Long-term debt | 996.2 | |
Other Liabilities | 1026.6 | 1035.2 |
Shareholders' Equity | ||
Common stock, $.10 par value: Authorized - 1,000.0 shares Outstanding 396.7 shares (397.9 in 2009) | 39.7 | 39.8 |
Additional paid-in capital | 925.4 | 899.9 |
Retained earnings | 5553.7 | 5397.4 |
Accumulated other comprehensive gain | 152 | 258 |
Total shareholders' equity | 6670.8 | 6595.1 |
Total liabilities & shareholders' equity | 10098.4 | 9071.3 |
1_CONDENSED CONSOLIDATED BALANC
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | ||
In Millions, except Per Share data | Mar. 31, 2010
| Dec. 31, 2009
|
Accounts receivable, allowance | 66.9 | 66.3 |
Property, Plant and Equipment, allowance for depreciation | 1,043 | 1016.1 |
Other intangibles, accumulated amortization | 429.4 | 421 |
Loaner instrumentation, accumulated amortization | 704.1 | 771.3 |
Common stock, par value | 0.1 | 0.1 |
Common stock, Authorized | 1,000 | 1,000 |
Common stock, Outstanding | 396.7 | 397.9 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (USD $) | ||
In Millions, except Per Share data | 3 Months Ended
Mar. 31, 2010 | 3 Months Ended
Mar. 31, 2009 |
Net sales | 1799.1 | 1601.3 |
Cost of sales | 581.4 | 515.5 |
Gross profit | 1217.7 | 1085.8 |
Research, development and engineering expenses | 90 | 80.4 |
Selling, general and administrative expenses | 667.8 | 616.6 |
Intangibles amortization | 13.5 | 9.6 |
Operating Expenses, Total | 771.3 | 706.6 |
Operating income | 446.4 | 379.2 |
Other income (expense) | -0.6 | 7.2 |
Earnings before income taxes | 445.8 | 386.4 |
Income taxes | 124.1 | 105.3 |
Net earnings | 321.7 | 281.1 |
Net earnings per share: | ||
Basic | 0.81 | 0.71 |
Diluted | 0.8 | 0.71 |
Weighted-average outstanding shares for the period: | ||
Basic | 397.2 | 396.7 |
Diluted | 400.1 | 398.6 |
2_CONDENSED CONSOLIDATED STATEM
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (USD $) | |||||||||||||||||||
In Millions | Common stock
| Additional Paid-In Capital
| Retained earnings
| Accumulated Other Comprehensive Gain (Loss)
| Total
| ||||||||||||||
Beginning Balances at Dec. 31, 2009 | 39.8 | 899.9 | 5397.4 | $258 | 6595.1 | ||||||||||||||
Net earnings | 321.7 | 321.7 | |||||||||||||||||
Unrealized gains on securities, net of income taxes | 3.7 | 3.7 | |||||||||||||||||
Unfunded pension gains, net of income taxes | 0.6 | 0.6 | |||||||||||||||||
Foreign currency translation adjustments | -110.3 | -110.3 | |||||||||||||||||
Comprehensive earnings for the three months ended | 215.7 | ||||||||||||||||||
Issuance of 0.9 shares of common stock under stock option and benefit plans, including $9.0 excess income tax benefit | 0.1 | 11.7 | 11.8 | ||||||||||||||||
Repurchase and retirement of 2.1 shares of common stock | -0.2 | (5) | -105.9 | -111.1 | |||||||||||||||
Share-based compensation | 18.8 | 18.8 | |||||||||||||||||
Cash dividends declared of $0.15 per share of common stock | -59.5 | [1] | -59.5 | ||||||||||||||||
Ending Balances at Mar. 31, 2010 | 39.7 | 925.4 | 5553.7 | $152 | 6670.8 | ||||||||||||||
[1]In February 2010 the Company declared a quarterly dividend of $0.15 per share payable April 30, 2010 to shareholders of record at the close of business on March 30, 2010. |
3_CONDENSED CONSOLIDATED STATEM
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Parenthetical) (USD $) | |
In Millions, except Per Share data | 3 Months Ended
Mar. 31, 2010 |
Issuance of common stock under stock option and benefit plans, shares | 0.9 |
Issuance of common stock under stock option and benefit plans, excess income tax benefit | $9 |
Repurchase and retirement common stock, shares | 2.1 |
Cash dividends declared, per share of common stock | 0.15 |
Retained earnings | |
Dividend payable date | 2010-04-30 |
Dividend record date | 2010-03-30 |
4_CONDENSED CONSOLIDATED STATEM
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | ||
In Millions | 3 Months Ended
Mar. 31, 2010 | 3 Months Ended
Mar. 31, 2009 |
Operating Activities | ||
Net earnings | 321.7 | 281.1 |
Adjustments to reconcile net earnings from operations to net cash provided by operating activities: | ||
Depreciation | 40.8 | 37.9 |
Amortization | 58.4 | 53.8 |
Share-based compensation | 18.8 | 16.7 |
Income tax benefit from exercise of stock options | 14.9 | 4.2 |
Excess income tax benefit from exercise of stock options | (9) | -2.7 |
Other | 2.5 | 2.6 |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | 9.2 | 53.5 |
Inventories | -30.1 | -51.8 |
Loaner instrumentation | -52.1 | -43.9 |
Accounts payable | 33.1 | 2.5 |
Accrued expenses and other liabilities | -109.7 | -170.3 |
Income taxes | 14.5 | 116.2 |
Other | -38.2 | -27.4 |
Net cash provided by operating activities | 274.8 | 272.4 |
Investing Activities | ||
Acquisitions, net of cash acquired | -57.4 | -2.6 |
Purchases of marketable securities | -1041.2 | -1198.6 |
Proceeds from sales of marketable securities | 524.3 | 1100.4 |
Purchases of property, plant and equipment | -31.1 | -30.6 |
Proceeds from sales of property, plant and equipment | 0.7 | |
Net cash used in investing activities | -605.4 | -130.7 |
Financing Activities | ||
Proceeds from borrowings | 17.3 | 10.5 |
Payments on borrowings | -7.1 | -9.6 |
Proceeds from issuance of long-term debt, net | 996.1 | |
Issuance cost of long-term debt | -10.5 | |
Dividends paid | -59.7 | -158.6 |
Proceeds from exercise of stock options | 1.3 | 1.3 |
Repurchase and retirement of common stock | -111.1 | |
Excess income tax benefit from exercise of stock options | 9 | 2.7 |
Other | 62.7 | 20 |
Net cash provided by (used in) financing activities | 898 | -133.7 |
Effect of exchange rate changes on cash and cash equivalents | -23.6 | -23.3 |
Increase (decrease) in cash and cash equivalents | 543.8 | -15.3 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | |
3 Months Ended
Mar. 31, 2010 | |
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 three-month period ended March31, 2010 are not necessarily indicative of the results that may be expected for the year ended December31, 2010. The balance sheet at December31, 2009 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 the Improvement to Financial Reporting by Enterprises Involved with Variable Interest Entities Topic of the Financial Accounting Standard Board (FASB) Accounting Standard Codification (Codification) on January1, 2010. The topic requires a qualitative approach to identifying a controlling financial interest in a variable interest entity (VIE), and requires ongoing assessment of whether an entity is a VIE and whether an interest in a VIE makes the holder the primary beneficiary of the VIE. There was no impact to the Condensed Consolidated Financial Statements as a result of the adoption of this topic of the FASB Codification. The Company adopted the provisions of the Fair Value Measurements and Disclosures Topic Improving Disclosures About Fair Value Measurements of the FASB Codification on January1, 2010. This topic requires companies to make new disclosures about recurring and nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair value measurements, and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. The enhanced disclosures about recurring and nonrecurring fair value measurements are included in Note 2 to the Condensed Consolidated Financial Statements. Recently Issued Accounting Standards: In 2009 the FASB amended the provisions of the Revenue Recognition for Multiple-Deliverable Revenue Arrangements Topic of the FASB Codification. This topic amends prior guidance and requires an entity to apply the relative selling price allocation method in order to estimate the selling price for all units of accounting, including delivered items, when vendor-specific objective evidence or acceptable third-party evidence does not exist. These provisions are effective for revenue arrangements entered into or which contain material modifications in fiscal years beginning on or after June15, 2010, applied prospectively. The Company is currently reviewing the effect of this new topic on its Condensed Consolidated Financial Statements. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | |
3 Months Ended
Mar. 31, 2010 | |
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 March31, 2010 and December31, 2009. Pursuant to the requirements of 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. Level2: 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 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) Rights: The Com |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES | |
3 Months Ended
Mar. 31, 2010 | |
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 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 corresponds 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 three months ended March31, 2010, recognized foreign currency transaction gains included in other income (expense) in the Condensed Consolidated Statements of Earnings was $1.3 million. For the three months ended March31, 2009, recognized foreign currency transaction losses included in other income (expense) in the Condensed Consolidated Statements of Earnings was $0.4 million. At March31, 2010, the Company had outstanding forward currency exchange contracts to purchase $480.1 million and sell $407.1 million of various currencies (principally U.S. dollars and euros) with original maturities ranging from 9 to 93 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 June30, 2010. At March31, 2010, the fair value carrying amount of the Companys forward currency exchange contracts assets and liabilities was $3.6 million and $1.3 million, respectively, and was included as a component of prepaid expenses and other current assets and accrued expenses and other liabilities, respectively, 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. |
COMPREHENSIVE EARNINGS
COMPREHENSIVE EARNINGS | |
3 Months Ended
Mar. 31, 2010 | |
COMPREHENSIVE EARNINGS | NOTE 4 COMPREHENSIVE EARNINGS The Company follows the Comprehensive Income Topic of the FASB Codification in accounting for comprehensive earnings and its components. The comprehensive earnings for the three months ended March31, 2010 and 2009 were $215.7 million and $185.6 million, respectively. |
INVENTORIES
INVENTORIES | |
3 Months Ended
Mar. 31, 2010 | |
INVENTORIES | NOTE 5 INVENTORIES Inventories are as follows (in millions): March31 2010 December31 2009 Finished goods $735.0 $730.4 Work-in-process 89.3 84.0 Raw materials 148.2 140.1 FIFO cost 972.5 954.5 Less LIFO reserve (11.5 ) (11.5 ) $961.0 $943.0 |
ACQUISITIONS
ACQUISITIONS | |
3 Months Ended
Mar. 31, 2010 | |
ACQUISITIONS | NOTE 6 ACQUISITIONS Business and product line acquisitions completed in the first quarter of 2010 for $57.4 million included the previously announced acquisition of assets used to produce the Sonopet Ultrasonic Aspirator control consoles, handpieces and accessories from Mutoh Co., Ltd. and Synergetics USA, Inc. These acquisitions, which are expected to enhance the Companys product offerings within its Orthopaedic Implants and MedSurg Equipment segments, did not have a material effect on the Companys consolidated net sales or operating income for the quarter ended March31, 2010. These acquisitions 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 Condensed Consolidated Balance Sheet as of March31, 2010 and did not have a material effect on the Companys Condensed Consolidated Balance Sheet as of March31, 2010. The purchase price for each of the acquisitions was primarily allocated to identifiable intangible assets acquired 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. Purchased identifiable intangible assets are amortized on a straight-line basis over their respective estimated useful lives. 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. 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 SpineCores 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 products development prior to regulatory approval or commercialization, which could have an unfavorable impact on the Companys operating results. As of March31, 2010, the Company had not encountered significant issues and expects completion of the development and initial U.S. commercialization of the FlexiCore lumbar artificial disc and the CerviCore cervical artificial disc following receipt of all required regulatory approvals. |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | |
3 Months Ended
Mar. 31, 2010 | |
RESTRUCTURING CHARGES | NOTE 7 RESTRUCTURING CHARGES Restructuring charges recorded by the Company in 2009 and 2008 are described in Note 7 to the Consolidated Financial Statements included in the Companys 2009 Form 10-K. The following table provides a rollforward of the remaining liabilities, included within accrued expenses and other liabilities in the Condensed Consolidated Balance Sheet, related to the restructuring charges recorded by the Company in 2009 and 2008 (in millions): Agent Conversions Severanceand Related Costs Contractual Obligations andOtherCharges Balances at January1, 2010 $5.9 $3.4 $2.5 Payments (5.9 ) (1.3 ) (0.5 ) Balances at March31, 2010 $0.0 $2.1 $2.0 The restructuring projects initiated in 2009 and 2008 are substantially complete. The Company expects the contractual obligations and other charges to be completed and final severance payments to be made in the fourth quarter of 2010. |
LONG-TERM DEBT
LONG-TERM DEBT | |
3 Months Ended
Mar. 31, 2010 | |
LONG-TERM DEBT | NOTE 8 LONG-TERM DEBT The Companys long-term debt is summarized as follows: March31 2010 December31 2009 3.00% senior unsecured notes, due January15, 2015 $499.5 $ - 4.375% senior unsecured notes, due January15, 2020 496.7 - Other 27.6 18.0 Total debt 1,023.8 18.0 Less current maturities (27.6 ) (18.0 ) Long-term debt $996.2 $ - 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 bear interest at 3.00%per year and, unless previously redeemed, will mature on January15, 2015. The 2020 Notes bear interest at 4.375%per year and, unless previously redeemed, will mature on January15, 2020. The Company received net proceeds of $996.1 million, net of an offering discount of $3.9 million. The 2015 Notes and 2020 Notes carry effective interest rates of 3.02% and 4.46%, respectively. 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. The carrying amounts of the Companys long-term debt approximate their fair values, based on the quoted interest rates for similar types and amounts of borrowing agreements. Debt issuance costs of $10.5 million were incurred in connection with the sale of the senior unsecured notes. These costs were capitalized and are being amortized to interest expense over the lives of the related senior unsecured notes. At March31, 2010, total unamortized debt issuance costs were $10.1 million. The weighted average interest rate for all borrowing was 3.7% at March31, 2010. In addition to the senior unsecured notes, the Company had current debt outstanding under various debt instruments totaling $27.6 and $18.0 million at March31, 2010 and December31, 2009, respectively. |
NET EARNINGS PER SHARE
NET EARNINGS PER SHARE | |
3 Months Ended
Mar. 31, 2010 | |
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 5.8million and 23.4million shares of common stock were outstanding during the quarters ended March31, 2010 and 2009, respectively, 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. |
CAPITAL STOCK
CAPITAL STOCK | |
3 Months Ended
Mar. 31, 2010 | |
CAPITAL STOCK | NOTE 10 CAPITAL STOCK In December 2009 the Companys Board of Directors authorized the Company to purchase up to $750.0 million of the Companys 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.During the first quarter of 2010, the Company repurchased 2.1million shares of common stock in the open market at a cost of $111.1 million pursuant to the repurchase program. Shares repurchased under the share repurchase program are available for general corporate purposes, including offsetting dilution associated with stock option and other equity-based employee benefit plans. |
RETIREMENT PLANS
RETIREMENT PLANS | |
3 Months Ended
Mar. 31, 2010 | |
RETIREMENT PLANS | NOTE 11 RETIREMENT PLANS Certain of the Companys 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): ThreeMonthsEnded March 31 2010 2009 Service cost $4.1 $3.9 Interest cost 3.2 2.9 Expected return on plan assets (2.3 ) (2.4 ) Amortization of prior service cost and transition amount 0.3 0.3 Recognized actuarial loss - 0.2 Net periodic benefit cost $5.3 $4.9 The Company previously disclosed in its 2009 Form 10-K that it anticipated contributing approximately $19.0 million to its defined benefit plans in 2010 to meet minimum funding requirements. As of March31, 2010, $4.0 million of contributions have been made. |
INCOME TAXES
INCOME TAXES | |
3 Months Ended
Mar. 31, 2010 | |
INCOME TAXES | NOTE 12 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 Companys 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, product royalty and foreign branch 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 2010 the Company reached 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 Companys 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 its proposed adjustments, such adjustments could have a material unfavorable impact on the Companys income tax expense and net earnings in future periods. |
SEGMENT INFORMATION
SEGMENT INFORMATION | |
3 Months Ended
Mar. 31, 2010 | |
SEGMENT INFORMATION | NOTE 13 SEGMENT INFORMATION 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; patient handling and emergency medical equipment; as well as other related products. 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 found in Note 1 of the Companys 2009 Form 10-K. Sales and net earnings by business segment follow (in millions): Orthopaedic Implants MedSurg Equipment Other Total Three Months Ended March31, 2010: Net sales $1,076.9 $722.2 $ - $1,799.1 Segment net earnings (loss) 235.9 120.0 (34.2 ) 321.7 Three Months Ended March31, 2009: Net sales $973.2 $628.1 $ - $1,601.3 Segment net earnings (loss) 187.4 114.1 (20.4 ) 281.1 |
CONTINGENCIES
CONTINGENCIES | |
3 Months Ended
Mar. 31, 2010 | |
CONTINGENCIES | NOTE 14 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 and intellectual property, and other matters. The outcomes of these matters 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. For legal matters for which management has sufficient information to reasonably estimate the Companys future obligations, a liability representing managements best estimate of the probable cost, or the minimum of the range of probable losses when a best estimate within the range is not known, for the resolution of these legal matters is recorded. The estimates are based on consultation with legal counsel, previous settlement experience and settlement strategies. On March26, 2010, a shareholders derivative action complaint against certain current and former Directors and Officers of the Company was filed in the United States District Court for the Western District of Michigan Southern Division.This lawsuit was brought by the Westchester Putnam Counties Heavy and Highway Laborers Local 60 Benefit Funds and Laborers Local 235 Benefit Funds. The complaint alleges claims for breach of fiduciary duties and gross mismanagement in connection with certain product recalls, U.S. Food and Drug Administration (FDA) warning letters, government investigations relating to physician compensation and the criminal proceeding brought against the Companys Biotech division. The case has been stayed while a Special Committee of the Board of Directors evaluates the claims. 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. 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 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. The ultimate resolution of this matter is not reasonably estimatable at this time. A conviction on the charges described above would impact the Companys OP-1 implant product sales, which were not material to the Companys consolidated revenue and operating results for the quarters ended March31, 2010 and 2009. However, 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 effect on Stryker Biotechs business. The Company understands that certain former Stryker Biotech employe |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | |
3 Months Ended
Mar. 31, 2010 | |
SUBSEQUENT EVENTS | NOTE 15 SUBSEQUENT EVENTS Pursuant to the Subsequent Events Topic of the FASB Codification, the Company evaluated subsequent events after March31, 2010 and concluded that no material transactions occurred subsequent to that date that provided additional evidence about conditions that existed at or after March31, 2010 that require adjustment to the Unaudited Condensed Consolidated Financial Statements. |