Baxter International
Annual Report 1999

Plain-text annual report

Baxter International 1999 Annual Report Saving Lives Worldwide Baxter’s vision is to be the global leader in providing critical therapies for people with life-threatening conditions. We will achieve this vision by reaching our goals of: l Best Team = Building the best global team in health care; l Best Partner = Creating sustainable win-win customer relationships; l Best Investment = Consistently delivering significant shareholder return. The overall result is that Baxter will be recognized as one of the most admired companies in the world. COVER PHOTO These are just a few of the patients around the world whose lives have been touched by Baxter. Every day, the company’s products and technologies help thousands of people with kidney failure, hemophilia, infectious diseases, immune deficiencies and other life-threatening conditions lead active and productive lives. Contents THE BUSINESSES OF BAXTER INTERNATIONAL Baxter participates in three major businesses: I.V. Systems/Medical Products, Blood Therapies and Renal. This profile provides an overview of these businesses. TO OUR SHAREHOLDERS Baxter Chairman and Chief Executive Officer Harry M. Jansen Kraemer, Jr., discusses Baxter’s mission, its 1999 financial performance, goals for the year 2000, and the company’s future direction. A WORLD OF OPPORTUNITY A growing and aging population, coupled with economic expansion in developing markets, translates into a world of opportunity for Baxter. WE’RE LIVING OUR MISSION The 45,000 members of Baxter’s global team are living a common mission — to provide critical therapies for people with life-threatening conditions. LEVERAGING OUR CORE CAPABILITIES Baxter’s leadership positions are built on core capabilities that are shared across the company’s three major businesses. These combined strengths distinguish Baxter as a leader in the global marketplace. WE’RE BUILDING FOR THE FUTURE Baxter is pursuing new technologies in vaccines, recombinant proteins, xenotransplantation, pathogen inactivation, hemoglobin therapeutics and other emerging areas of science. A LEADING CORPORATE CITIZEN Baxter is committed to being a leading corporate citizen worldwide through work/life initiatives, charitable giving and environmental achievements. 2 4 8 10 14 16 18 The Businesses of I.V. Systems / Medical Products 1999 Sales: $2.5 billion GLOBAL STRATEGY In established markets, such as North America, Australia and parts of Europe, Latin America and Asia, Baxter uses its recognized leadership in IV therapy to introduce value-added products that increase productivity and quality while reducing costs for hospitals and other BUSINESS DESCRIPTION Baxter manufactures a range of products used health-care providers. In new and developing markets, Baxter’s strategy to deliver fluids and drugs to patients. These products provide fluid is to establish a presence with selected products based on local market replenishment, nutrition therapy, pain management, antibiotic therapy, requirements and then broaden its offering as the market develops and chemotherapy and other therapies. The company provides intravenous (IV) market acceptance of Baxter’s technologies grows. Although the company and irrigating solutions in flexible, plastic containers; premixed liquid and has a strong manufacturing presence all over the world, it also continues frozen drugs for IV delivery; IV access systems and tubing sets; electronic to form joint ventures to market or manufacture its IV products in devel- IV infusion pumps; solutions, containers and automated compounding oping regions of Asia, Latin America and Eastern Europe. Because IV systems for IV nutrition; IV anesthesia devices and inhalation agents; and products are used in such a broad range of medical therapies, Baxter ambulatory infusion systems. The company also provides custom IV expects much of its future growth to come from the continuing economic solution compounding services in a number of markets around the world. expansion of developing regions as health-care standards improve. Blood Therapies 1999 Sales: $2.2 billion GLOBAL STRATEGY The company expects continued growth from its Recombinate™ Antihemophilic Factor (recombinant), used to treat hemo- philia A (the most common form of hemophilia, characterized by lack of a clotting factor, Factor VIII), as more production capacity comes on line BUSINESS DESCRIPTION Baxter produces therapeutic proteins from plasma in Baxter’s recombinant facility in Thousand and through recombinant methods to treat hemophilia, immune deficiencies Oaks, California, in 2000. For Baxter’s and other blood-related disorders. These include coagulation factors, immune blood-collection products, increased globulins, albumin, wound-management products and vaccines. Baxter automation and the incorporation of also manufactures blood-collection containers and automated blood-cell leukoreduction technologies (to eliminate separation and collection systems. These products are used by hospitals, unwanted white cells from collected blood blood banks and plasma-collection centers to collect and process blood components) is expected to continue to components for therapeutic use, or for processing into therapeutic products, drive growth. Technologies to automate the such as albumin. Therapeutic blood components are used to treat patients collection of red cells and inactivate viral pathogens in collected blood undergoing surgery, cancer therapy and other critical therapies. components will provide opportunities for longer-term growth. Renal 1999 Sales: $1.7 billion GLOBAL STRATEGY There are approximately one million known dialysis patients in the world. Many more people with kidney disease currently go undiagnosed or untreated, particularly in developing countries. Because PD can offer a lower-cost alternative to HD, which requires an BUSINESS DESCRIPTION Baxter provides a range of renal dialysis products infrastructure of clinics, one of Baxter’s strategies is to increase the and services to support people with kidney failure. The company is the use of PD in developing countries where people desperately need some world’s leading manufacturer of products for peritoneal dialysis (PD), a form of dialysis treatment. Baxter also seeks to expand PD penetration home dialysis therapy. These products include PD solutions, container in developed countries, where the lifestyle advantages offered by the systems, and automated machines that cleanse patients’ blood overnight therapy make it an attractive alternative to in-center care for certain while they sleep. Baxter also manufactures dialyzers and instrumentation patients. Baxter will continue to invest in both PD and HD and in its RTS for hemodialysis (HD). Baxter’s Renal Therapy Services (RTS) operates business in order to improve patient outcomes and provide a full spectrum dialysis clinics in 12 countries outside the United States, while Renal of quality, cost-effective dialysis products and services that best meet Management Strategies Inc. (RMS) partners with U.S. nephrologists to the needs of patients, physicians and payers. provide a kidney-disease management program to health-care payers. Baxter International PRODUCT DEVELOPMENT Two years ago, Baxter introduced the Colleague® ACQUISITIONS AND ALLIANCES Baxter’s 1998 acquisition of Bieffe Medital single-channel volumetric infusion pump, and in 1999 launched a triple- S.p.A. brought low-volume, low-cost manufacturing technology to Baxter channel version, allowing clinicians to administer up to three IV for IV and dialysis solutions. Also in 1998, Baxter acquired Ohmeda solutions at a time to a patient from a single pump. Also in 1999, Pharmaceutical Products, establishing Baxter as a provider of Baxter launched a German-language version of the Colleague, anesthesia and anesthesia-related therapies and delivery devices and in 2000, will introduce Colleague in additional languages. In in the United States. In 1999, Baxter reclaimed the distribution addition, last year Baxter launched a new electronic ambulatory rights for its inhalation agents in Canada and Western Europe infusion pump for pain management and a new multichamber from Pharmacia & Upjohn, Inc., and also acquired its IV business bag for IV nutrition. In 2000, the company plans to release a in Germany. Baxter also began distributing Gensia Sicor’s new automated compounding system for use by hospital phar- generic propofol anesthetic. Late in 1999, Baxter announced macies to custom-mix patient-specific IV nutrition solutions. the acquisition of several outpatient infusion pumps and related Baxter also continues to look at advancing technologies in the medical systems from Sabratek Corporation. Baxter also “needleless” IV access area, and at expanding its industry-leading line continues to expand its alliances with pharmaceutical companies of premixed drugs. to premix and package their drugs in Baxter IV solution containers. PRODUCT DEVELOPMENT In the first quarter of 1999, Baxter launched ACQUISITIONS AND ALLIANCES Baxter’s 1997 acquisition of Immuno AG a recombinant Factor IX product in Europe. It is the only recombinant greatly expanded the company’s portfolio of plasma-derived therapeutic product available to treat patients with a less common form of hemophilia, proteins. It also added significant new wound-management products, hemophilia B. Baxter also continues to pursue a protein-free manufacturing like Tisseel® fibrin sealant, and vaccines to Baxter’s product offering, while process for recombinant blood-clotting factors. Other products in devel- strengthening Baxter’s market presence and research-and-development opment include a next-generation fibrin sealant and vaccines for Lyme capabilities in Europe. In 1998, Baxter acquired Somatogen, Inc., a bio- disease and influenza. In blood processing, Baxter and its development pharmaceutical company engaged in recombinant hemoglobin technology. partner, Cerus Corporation, are in clinical trials with pathogen-inactivation Recombinant hemoglobin solutions are designed to replicate the function technologies for platelets, plasma and red cells. Baxter also is developing of the hemoglobin molecule in carrying oxygen to vital organs in cases of technology for the automated collection of red cells. In addition, the severe blood loss. In November 1999, Baxter announced plans to acquire company is developing a recombinant solution to replicate the function North American Vaccine, Inc., further broadening its position in the vaccines of the hemoglobin molecule in carrying oxygen to vital organs in cases market. Also, Baxter’s alliance with Cerus Corporation in the development of severe blood loss. of technologies to inactivate viral pathogens in collected blood components represents a significant area of potential future growth. PRODUCT DEVELOPMENT In 1999, Baxter introduced a new generation of ACQUISITIONS AND ALLIANCES In late 1999, Baxter announced that it was HomeChoice® technology: the HomeChoice® PRO with PD-Link.™ In addi- acquiring Althin Medical AB, a Swedish manufacturer of hemodialysis tion to providing overnight dialysis, the device improves patient monitoring by instruments and dialyzers. Also in 1999, Baxter entered into a joint venture allowing physicians to electronically access therapy data directly from the with Gambro AB of Sweden to create Tandem Healthcare LLC. Tandem machine. Baxter also continues to develop new PD solutions to manage manufactures dialyzers — the filters through which blood is specific patient conditions. These include Nutrineal™ solution, which provides extra nutrition to patients, and Extraneal™ solution, which draws excess fluid from the bloodstream. For HD patients, Baxter has received approval from the U.S. Food and Drug Administration for its new Meridian™ circulated to cleanse it during hemodialysis — for both Baxter and Gambro in Baxter’s Mountain Home, Arkansas, plant. The company’s RTS business continues to acquire dialysis clinics in Asia, Europe and Latin America, where it operates the clinics hemodialysis instrument. The company also is investing in in partnership with local physicians. RTS entered the xenotransplantation — animal-to-human transplants. Baxter’s year 2000 with more than 160 clinics in Argentina, Brazil, China, Nextran unit is working to develop genetically modified pig organs that Colombia, France, Indonesia, Korea, Malaysia, Singapore, Spain, Taiwan someday could be transplanted safely into humans. This research and the United Kingdom. extends beyond kidneys to livers, hearts and other organs. To Our Shareholders W elcome! It is my our shareholders, an update on your pleasure to give you, company. I say your company because, Having just completed my first year “I want to thank and commend you and as Baxter’s chief executive officer, and all of the wonderful people at Baxter now in my first year as chairman of the for their wonderful work in helping company’s board of directors, I’m excited extend the life of my wife. Five years to share with you Baxter’s mission, our ago, we learned my wife had to have as one of Baxter’s shareholders (like 1999 financial performance, and where dialysis and it seemed like the end. We many Baxter team members around the we are headed as a company. In addition, selected peritoneal dialysis with your world who own Baxter common shares), I will set specific commitments for the HomeChoice® cycler. It became our you own the company. It is incumbent year 2000 against which you can track lifeline. We lived at home normally and on our management team to make sure our progress. I also will comment on how traveled across the country in our travel that each of you understands what we’re we intend to build for Baxter’s future. trailer with the cycler and supplies for trying to accomplish as a company, four years. They were good times. She and why we believe it will lead to higher BAXTER’S MISSION died a few weeks ago and I want you to returns for you. I believe we are truly privileged to be know how great your people are whom part of the global health-care industry. I’ve had dealings with…” Virtually everything we do plays an important role in helping to save lives He went on to single out the Baxter around the world. I receive many team members who delivered their touching letters from patients and supplies, helped with arrangements for physicians during the year. These their trips, and lent other support individuals articulate far better than throughout the course of the therapy. I the significant difference that Baxter’s What makes me feel very proud is that 45,000 team members make each Baxter makes similar contributions to and every day. An example is a letter the lives of thousands of people around Harry M. Jansen Kraemer, Jr. Chairman and Chief Executive Officer we received from Alvin Ornstein of the world every day. Honeoye Falls, New York: As will be discussed in the section of this report beginning on page 10, our 8.0 6.0 4.0 2.0 0 900 600 300 0 800 600 400 200 0 30 20 10 0 97 98 99 Net Sales1 (in billions of dollars) 97 98 99 Net Income2 (in millions of dollars) 97 98 99 97 98 99 Operational Cash Flow 3 (in millions of dollars) Compound Five-Year Annual Shareholder Return (percentage including reinvested dividends) global team is living a common mission: Grow net earnings in the low double publicly traded company. The new providing critical therapies for people digits. In 1999, excluding special company, which will be named Edwards with life-threatening conditions. As charges, we achieved growth in net Lifesciences Corporation, is now William Graham, chairman emeritus of earnings of 15 percent and diluted expected to begin trading as an inde- Baxter’s board of directors, has stated earnings per share were $2.86, an pendent company by the end of the often during the past 50 years: “It’s increase of 13 percent. first quarter, 2000. I am very confident great to do well by doing good.” that Edwards Lifesciences will be a Generate $500 million in operational leader in the cardiovascular market BAXTER’S 1999 FINANCIAL PERFORMANCE cash flow, after investing approximately going forward. I firmly believe that Baxter’s credibility $1 billion in capital expenditures and with shareholders is dependent on research and development. Clearly, a Baxter’s compound five-year annual setting clear, specific financial commit- key driver of Baxter’s financial strength return for the period 1994 –1999 is ments and consistently achieving each and future stock price is the consistent 23 percent, versus 26 percent for the and every one of them. Your Baxter generation of operational cash flow. S&P Medical Index. However, despite team did that once again in 1999. In 1999, I’m proud to report that after achieving all of our commitments for Our 1999 commitments and results, investing a total of $1.1 billion in capital 1999, Baxter’s total return to shareholders including the CardioVascular business, expenditures and research and devel- for the year was approximately zero are summarized below. opment, we generated $719 million in percent. This return exceeded our peer Increase net sales approximately we have even more aggressive goals percentage points (zero percent versus 10 percent. In 1999 we achieved growth in place for the year 2000. a negative seven percent for the S&P operational cash flow. As you will see, group, the S&P Medical Index, by seven in net sales of 10 percent. Of particular Medical Index). note was the 17 percent growth in In addition to achieving these three our Blood Therapies business. On a financial goals, we announced in July WHERE WE’RE HEADED geographical basis, Japan grew 1999 our plans to spin off Baxter’s The key to Baxter achieving its vision is almost 20 percent. CardioVascular business as a separate for all Baxter team members to live our “We must build a culture of speed and clarity in everything we do.” “Using E-business to Shared Values of respect, responsiveness a culture of speed and clarity in requirements and continue to develop and results. I believe that by truly everything we do. innovative products and services to respecting everyone on the team, bringing meet their needs. We are making out the best in one another, and con- I believe a key ingredient to becoming progress and are always striving to stantly improving our responsiveness to the Best Team is for each of us to bring make improvements. customers and patients, we will consis- our “whole person” to work every day. tently generate significant results. Our That whole person includes our job, Best Investment = Consistently delivering Shared Values are the foundation of our family, our health, our religious significant shareholder return. I believe everything we do. As a result, we are convictions and our social interactions. there are several key drivers of share- well positioned to focus on our three That’s what makes each of us unique holder return. It is crucial to have a key goals: building the Best Team, and adds life and vitality to the Baxter strong team and be patient- and being the Best Partner and generating family. By creating a balance in our work customer-focused, but we must also be the Best Investment for our shareholders. and family life and creating a flexible innovative. We will do this by delivering work environment for all Baxter team new products and services through Best Team = Building the best global members, I believe we’re doing what internal development, acquisitions and team in health care. This may seem easy is socially responsible and creating a alliances, which will generate profitable or obvious, but it’s not. Our objectives significant competitive advantage for growth in sales and earnings, leading to are to share ideas and resources across Baxter as a preferred place to work. long-term growth in operational cash flow. Baxter worldwide and ensure clear, frequent, two-way communication. Best Partner = Creating sustainable As a result of achieving our goals of The goal is not for individuals on the win-win customer relationships. In a Best Team, Best Partner and Best team to be right, but rather, to make large company, it is important to keep Investment, Baxter will be recognized sure we do the right thing consistently in mind that the reason we’ve built as one of the most admired companies for patients, customers, shareholders a strong team is to serve patients and in the world. and all members of the Baxter team. customers. We must remain extremely We must attract, develop and retain the focused and align our priorities with the Given the high projected growth and best people and create an environment requirements of patients and customers. increased need for health care around that inspires, motivates and rewards We need to consistently evaluate and the world, the key disease states teams and individuals. We must build meet agreed-upon patient and customer on which we focus, and our core  enhance our competitive position is one of my top priorities.” capabilities, I believe we have a host the speed and efficiency with which across the company, and 4) new product of future opportunities. Each of these we deal with customers, suppliers and development and our plans for the future. topics is discussed in more detail in other Baxter team members in our day- the body of this report. to-day operations. Using E-business to It’s important to me that you, our enhance our competitive position is shareholders, understand where we’re COMMITMENTS FOR THE YEAR 2000 one of my top priorities. I will keep you headed. I would appreciate hearing from Our specific commitments for the year apprised of our progress in this area. you with any questions or comments. 2000, excluding Edwards Lifesciences, Feel free to reach me via e-mail at are as follows: LOOKING TO THE FUTURE onebaxter@baxter.com and I’ll make sure As you know, in December 1999, Vern that we get back to you very quickly. l Increase net sales approximately Loucks retired as Baxter’s chairman of 10 percent. the board, having served in that capacity Thanks for your attention. Here’s wishing for 15 years, and having served Baxter you, your families and friends a fantastic l Grow net earnings in the mid-teens. for a total of 34 years. I have always year 2000! considered him an excellent mentor, l Generate a minimum of $500 million in advisor and friend, and I wish him well On behalf of the entire Baxter team, operational cash flow after investing more in his future endeavors. In addition, than $1 billion in capital expenditures I want to thank Mike Mussallem for his Sincerely, and research and development. many contributions to Baxter and wish We are working aggressively to chairman and chief executive officer. him success as Edwards Lifesciences’ incorporate E-business applications into Harry M. Jansen Kraemer, Jr. all aspects of our business. We are SUMMARY Chairman and Chief Executive Officer expanding our web sites to link us more I believe Baxter is uniquely positioned closely with patients, physicians and for the future. As you read this report, 1. Includes the CardioVascular business. points of care. We are using the Internet I hope you will gain an understanding 2. Net income excludes special charges for spin-off to facilitate collaboration with research of: 1) Baxter’s growth opportunities; costs, the cumulative effect of an accounting change, in-process research and development, net litigation, and exit and other reorganization costs, as applicable partners in product development. We 2) the company’s mission; 3) our core in each year. are using E-business tools to increase capabilities and how we leverage them 3. See definition on page 27. A World Of LIVING LONGER LIVES People are living longer all over the world. The year 2000 marks the first time in history that people over age 60 will outnumber those age 14 and younger in industrialized countries. The population of Third World countries is aging at an even greater rate. As people age, the severity of illness becomes more acute, creating a greater need for health-care resources. Opportunity H ealth care is one of the fastest-growing industries in the world. This growth population. On October 12, 1999, the world population exceeded six billion is being fueled by a combination of factors, including a growing and aging and it is projected to double to 12 billion before the end of the 21st century. The greatest population growth is in developing countries — places like China, India and Latin America . As the economic expansion continues in these countries, their spending on health care will increase. In addition, the world population is aging. Globally, the average life span has jumped from 49.5 years in 1972 to more than 63 years today. As people get older, they usually require more health care. As these trends continue, the demand for the products, services and therapies that Baxter provides will increase. With Baxter’s significant global presence, the company is well positioned to meet the needs of patients in high-growth markets worldwide. n WORLD POPULATION 1950 —2050 HEALTH-CARE EXPENDITURES PER CAPITA THE AGING POPULATION 10 8 6 4 2 0 ) s n o i l l i b n i ( l n o i t a u p o P 0 5 9 1 0 7 9 1 0 9 9 1 0 1 0 2 0 3 0 2 0 5 0 2 s e r u t i d n e p x E e r a C - h t l a e H United States Canada Japan W. Europe Pacific Rim Latin America China GDP Per Capita ) s n o i l l i m n i ( l n o i t a u p o P 80 60 40 20 0 0 9 9 1 0 0 0 2 0 1 0 2 0 2 0 2 0 3 0 2 0 4 0 2 0 5 0 2 The world’s population continues to grow steadily. It exceeded 6 billion during 1999 and is expected to reach 9 billion by the year 2050. (Source: United Nations world population estimates) As the economy of a country grows, its heath- care spending increases, making developing countries Baxter’s fastest-growing markets. (Source: Baxter estimates) In the United States, the number of people age 65 and older will more than double, reaching nearly 80 million, by the year 2050. Similar trends exist worldwide. (Source: U.S. Bureau of the Census) We’re Living SURGICAL INTERVENTION During a surgical procedure, most patients will likely receive a product that is made by Baxter. Whether it be an intravenous (IV) solution delivered by a Baxter IV pump, a blood transfusion from a Baxter blood bag, an anesthetic agent for general anesthesia, fibrin sealant to promote blood clotting and help seal wounds in surgery, or even pain management following surgery, Baxter provides a range of products to meet the needs of surgical patients. Our Mission A s we enter the 21st century, the growing, aging population is creating frequently and grow more acute with age. Baxter manufactures and unprecedented, explosive growth in medical conditions that occur more markets products and services that are used to treat patients with many of these conditions, including cancer, trauma, hemophilia, immune deficiencies, infectious diseases, kidney disease and other disorders. The company also manufactures products that are used in the treatment of patients undergoing most surgical procedures. All of these conditions can cause severe physical, emotional and financial burdens to patients and their families. Baxter’s role is to help alleviate these burdens by developing innovative technologies that improve the patient’s quality of life and medical outcome, and lower the overall cost of patient care. The majority of Baxter’s businesses are pioneers in their fields, with more than 70 percent of sales coming from products with leading market positions. Driving this leadership are talented, dedicated Baxter team members around the world, all living a common mission — to provide critical therapies for people with life-threatening conditions. n Cancer Cancer kills millions of people a year of all ages. More than half of all malignant cancers disable patients during their most productive years. For patients undergoing high-dose chemotherapy, Baxter manufactures automated blood-component collection systems that harvest “stem cells” from patients’ blood for reinfusion to rebuild their immune systems. These systems also collect other blood components, such as platelets, that are used in cancer therapy. Baxter also provides intravenous (IV) immune globulins to bolster weakened immune systems, and a range of medication-delivery products, including nutrition products and portable infusion pumps that deliver pain medication or chemotherapy drugs to patients. Trauma Injury or trauma is the leading cause of death for people under age 44. Many trauma victims receive Baxter products — IV solutions, plasma-volume expanders, blood-transfusion products, and other products for fluid replenishment and blood-volume stabilization. In addition, the company is developing a genetically engineered hemoglobin solution to replicate the function of the hemoglobin molecule in carrying oxygen to vital organs in emergency situations and other settings. While still in development, the product has the potential to change the way emergency medicine is practiced. Unlike blood, it would not have to be typed and cross- matched before it is administered, and its availability would not be dependent on the blood supply. Blood Disorders Hemophilia is one of a number of inherited bleeding disorders characterized by an abnormality in the blood’s ability to clot. There is no cure, but many people with hemophilia can lead productive lives with regular infusions of clotting factor. Baxter is a leading manufacturer of both genetically engineered and plasma-based clotting factor for people with hemophilia worldwide. Since 1995, global demand for recombinant Factor VIII—the clotting factor absent from the blood of most hemophilia patients — has nearly doubled. The company also manufactures other therapeutic blood proteins for people with immune deficiencies and other blood-related disorders. Infectious Diseases Infectious diseases continue to cause illness and death around the world. While some infectious diseases have been conquered in some geographies through modern advances in antibiotics and vaccines, new diseases are constantly emerging. Lyme disease, AIDS and new strains of influenza are all diseases that have emerged within the last 20 years. Baxter manufactures the leading vaccine for tick-borne encephalitis (TBE), a potentially fatal disease common in portions of Europe and Asia. The company recently intro- duced its next-generation TBE vaccine, called Ticovac.™ Baxter also is developing vaccines for influenza and Lyme disease. Surgical Intervention Baxter products are used in a variety of surgical applications. Most people undergoing surgery require IV access for solutions and medications. Precise infusion requires sophisticated electronic infusion pumps to regulate flow. Baxter provides a broad range of anesthetic agents and delivery devices for general anesthesia. The company manufactures fibrin sealant to facilitate blood clotting and wound healing in surgery. Baxter blood-collection and storage containers are used by blood banks to provide blood to hospitals and surgery centers for transfusions. The company also manufactures ambulatory IV infusion pumps used for patient-controlled pain management following surgery. Kidney Disease Kidney disease continues to be a growing cause of illness and death around the world. Patients with end-stage renal disease (ESRD), or kidney failure, require dialysis or a kidney transplant to cleanse their blood of toxins, waste and excess water normally removed by healthy kidneys. Baxter was a pioneer in dialysis and remains the world’s leading provider of products for dialysis. Therapy options include peritoneal dialysis, a home-based therapy that can offer significant lifestyle benefits to patients, and hemodialysis, normally provided at specialized dialysis centers. In some geographies outside the United States, Baxter operates dialysis clinics in partnership with local physicians to provide cost-effective renal therapy. In the United States, Baxter offers renal disease-management programs to health-care payers. Leveraging Our MANUFACTURING EXCELLENCE Baxter has extended its expertise in plastics extrusion and automated sterile-filling of intravenous and peritoneal-dialysis solutions to production facilities worldwide. In recent years, Baxter has opened or expanded manufacturing plants in China, Latin America and other developing regions of the world to cost-effectively serve the health-care needs of a growing global marketplace. Core Capabilities B axter is well positioned to serve the health-care needs of people around the world because of its unique blend of capabilities and technological leadership. The company’s leadership positions are unmatched in the health-care industry, and are built on several core strengths shared by Baxter’s three major businesses: technological expertise, manufacturing and quality excel- lence, and global presence. The company is a leading developer of products and technologies that collect, separate and store blood, as well as therapeutic proteins derived from blood. Baxter continues to build on its expertise in plastic-container technologies, sterile-fluid technologies, and plasma-based and recombinant manufacturing technologies. The company’s global manufacturing network is a key competitive advantage, allowing Baxter to provide cost-effective, high-quality health-care products to patients worldwide. Baxter plants share expertise in plastics extrusion, heat-sealing and filling, sterilization and many other processes. The company also allies with leading scientific and technical experts outside the company to complement its internal capabilities. Baxter will continue to leverage these core strengths to bring quality products and services to more and more patients around the world. n We’re Building RECOMBINANT TECHNOLOGY Baxter is expanding its expertise in recombinant technology, which holds the key to the future for many medical therapies. Baxter’s production facility in Thousand Oaks, California, continues to bring new manufacturing capacity on line, greatly increasing the company’s ability to manufacture new recombinant proteins. For The Future T he new millennium will bring medical breakthroughs that will extend the average T he new millennium will bring with it medical breakthroughs that will extend the life span and make significant inroads in the treatment and prevention of disease. Baxter is involved in a number of these activities. For example: diseases that today are inevitable and incurable. For example: average life span and make significant inroads in the treatment and prevention of l Baxter researchers are working to enhance the safety of the blood supply with technologies to inactivate pathogens in collected blood components. l The company has development efforts underway in xenotransplantation — genetically engineering animal organs for transplant into humans. l Baxter researchers are developing new recombinant proteins for use in a number of clinical therapies. l The company is developing new and improved vaccines for the prevention of a variety of infectious diseases. l The company is advancing its efforts to develop a genetically engineered hemoglobin therapeutic that can replicate the function of the hemoglobin molecule in carrying oxygen to vital organs in cases of severe blood loss. The combination of these technologies with the global trends of a growing and aging population should generate growth for Baxter in the years ahead. By remaining true to our mission of providing critical therapies for people with life-threatening conditions, Baxter will continue to positively impact human lives around the world. n A Leading HELPING THOSE IN NEED In 1999, The Baxter Allegiance Foundation donated money to the American Refugee Committee to provide medical care to Kosovo refugees. The grant was one of the largest received and was used to support six mobile medical units in Macedonia, where more than 120,000 refugees were living after being driven from their homes in Kosovo. The grant provided basic necessities, including vaccinations against measles and polio, for the refugees, the majority of whom were women and children. Corporate Citizen B axter is committed to being a leading corporate citizen through its work/life pride in promoting work and life balance for all employees, and its commit- initiatives, charitable giving and environmental achievements. Baxter takes ment to work/life initiatives is a key competitive advantage. In 1999, Baxter won the Catalyst Award for its record in advancing women into leadership positions and its work/life programs. Since 1996, the number of women at the vice-president level at Baxter has increased nearly 30 percent, and the percentage of employees in the United States using alternate work arrangements has doubled to approximately 14 percent. The Baxter Allegiance Foundation helped increase access to health care in the United States and 13 other countries in 1999. Foundation grants totaling $5.5 million improved access to care for children, the uninsured and the elderly; helped prevent child abuse and neglect; promoted health education; and expanded education opportunities for health-care providers. The foundation also provided grants to aid victims of global disasters, while Baxter provided product donations and other relief aid. Many Baxter employees donated their time to charitable organizations and participated in fund-raising activities in their communities. In addition, Baxter facilities made progress in meeting aggressive environmental goals in waste reduction, recycling and emissions, while also developing a range of employee health and safety programs. n Financial Information 21 Management’s Discussion & Analysis 30 Management’s Responsibilities for Financial Reporting 30 Report of Independent Accountants 31 Consolidated Balance Sheets 32 Consolidated Statements of Income 33 Consolidated Statements of Cash Flows 34 Consolidated Statements of Stockholders’ Equity and Comprehensive Income 35 Notes to Consolidated Financial Statements 51 Directors and Executive Officers 52 Company Information Management’s Discussion and Analysis T his discussion and analysis presents the factors that had a material effect on Baxter International Inc.’s (Baxter or the company) cash flows and results of operations during the three years ended December 31, 1999, and the company’s financial position at that date. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements of the company and related notes. KEY FINANCIAL OBJECTIVES AND RESULTS In last year’s Annual Report, management outlined its key financial objectives for 1999. The objectives, which are summarized below, were established based on total company results prior to the July 1999 announcement of the plan to spin off the CardioVascular business in a distribution to stockholders. Baxter’s consolidated financial statements have been restated to reflect the financial position, results of operations and cash flows of the CardioVascular business as a discontinued operation. However, the objectives and results presented below reflect the combined results for both continuing and discontinued operations. 1999 OBJECTIVES RESULTS • Increase net sales approximately 10 percent. • Net sales increased 10 percent in 1999. • Grow net earnings in the low double digits. • Excluding the cumulative effect of a change in accounting principle, and special charges, net income increased 15 percent in 1999. • Generate at least $500 million in operational • The company generated operational cash flow of cash flow, after investing approximately $719 million during 1999. The total of capital expenditures $1 billion in capital improvements and research and research and development expenses was and development. approximately $1.1 billion. COMPANY AND INDUSTRY OVERVIEW Baxter is a global leader in critical therapies for patients with life-threatening conditions. The company operates in three segments, which are described in Note 13 to the Consolidated Financial Statements. The company generates more than 50 percent of its revenues outside the United States. While health-care cost containment continues to be a focus around the world, demand for health-care products and services continues to be strong worldwide, particularly in developing markets. The company’s strategies emphasize global expansion and technological innovation to advance medical care worldwide. The company’s primary markets are highly competitive and subject to substantial regulation. There has been consolidation in the company’s customer base and by its competitors, which has resulted in pricing and market share pressures. The company has experienced increases in its labor and material costs, which are partly influenced by general inflationary trends. Competitive market conditions have minimized inflation’s impact on the selling prices of the company’s products and services. Management expects these trends to continue. The company will continue to manage these issues by capitalizing on its market-leading positions, developing new products and services, investing in capital and human resources to upgrade and expand facilities, leveraging its cost structure, making acquisitions, and entering into alliances and joint venture arrangements. B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t 21 Management’s Discussion and Analysis RESULTS OF CONTINUING OPERATIONS NET SALES TRENDS years ended December 31 ( in millions) I.V. Systems/Medical Products Blood Therapies Renal Total net sales years ended December 31 ( in millions) United States International Total net sales 1999 $2,524 2,176 1,680 $6,380 1999 $2,921 3,459 $6,380 1998 $2,314 1,862 1,530 $5,706 1998 $2,609 3,097 $5,706 1997 $2,110 1,765 1,384 $5,259 1997 $2,371 2,888 $5,259 Percent increase 1999 1998 9% 17% 10% 12% 10% 5% 11% 8% Percent increase 1999 1998 12% 12% 12% 10% 7% 8% Excluding the effect of changes in currency exchange rates, international sales growth would have been 12 percent in 1998. I.V. Systems /Medical Products Sales growth of nine percent in 1999 and 10 percent in 1998 in the I.V. Systems/Medical Products segment was significantly driven by increased sales from a multiyear agreement with Premier, Inc., a major U.S. customer, as well as strong sales of the Colleague® single-channel and triple- channel volumetric pumps, and related products, particularly in the domestic market. Sales of products and services used in anesthesiology also contributed significantly to 1999 growth and enhanced 1998 growth as well. In April 1998, the company acquired the Pharmaceutical Products Division of The BOC Group’s Ohmeda health-care business (Ohmeda), a domestic manufacturer of inhalants and drugs used for general and local anesthesia, which contributed over three points and five points to the segment’s 1999 and 1998 sales growth, respectively. During 1999, the segment entered into an exclusive agreement to sell the first generic formulation of Propofol approved by the United States Food and Drug Administration (FDA). Sales from this new agreement contributed over two points to the segment’s 1999 sales growth. Also contributing approximately three points to 1998 sales growth was the acquisition of Bieffe Medital S.p.A. (Bieffe), a European manufacturer of dialysis and intravenous solutions and containers. Refer to Note 3 to the Consolidated Financial Statements for further information regarding the company’s significant acquisitions. Partially offsetting these increases in 1998 were decreased sales of over $75 million due to the termination of a European distribution agreement with Allegiance Corporation, which was spun off from the company in 1996, the termination of a joint venture in Asia and other divestitures. In addition, currency exchange rate fluctuations reduced the segment’s sales growth by approximately two points in 1998. Sales in the United States and Western Europe have been impacted by competitive pricing pressures and cost pressures from health-care providers in all periods. These factors were more than offset by increased penetration and new product introductions in Latin America and other emerging markets, as well as increased sales due to new agreements, new products and acquisitions. Management expects these trends to continue. Blood Therapies Sales in the Blood Therapies segment increased 17 percent and five percent in 1999 and 1998, respectively. Fluctuations in currency exchange rates unfavorably impacted the segment’s sales growth in 1998, reducing the percentage growth by approximately two points. As a result of the company’s increase in manufacturing capacity for Recombinate™ Antihemophilic Factor (recombinant) in 1998 and the strong demand for this product, sales of Recombinate generated significant worldwide growth in both 1999 and 1998, particularly in the United States. Recombinate contributed approximately eight points and four points, respectively, of the segment’s total percentage sales growth. While strong sales growth for this product is expected to continue as the company is providing for increased manufacturing capacity by the end of 2000, the growth rate is expected to be less than in 1999. U.S. sales growth in 1998 of plasma-based products was unfavorably affected by regulatory and production issues impacting the supply of factor concentrates in the entire industry. These supply constraints eased in late 1998, and sales of plasma-based products were strong in 1999, especially in the United States, contributing approximately six points of growth. Sales grew approximately three 22 B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t percent in the automated and manual blood-collection businesses in 1999 and declined approximately five percent in 1998. The increase in 1999 was principally due to an increase in sales of products which provide for leukoreduction, which is the removal of white blood cells from blood products used for transfusion. Sales growth in these businesses has also been negatively affected by regulatory and production issues in the plasma-fractionation industry. The effect of these supply issues, as well as competitive pricing pressures, was partially offset by continued penetration of basic blood-collection products into developing markets. The effects of regulatory, supply, competitive and other pressures on the Blood Therapies segment are expected to continue to be more than offset by the effects of global expansion, technological advancement and innovation, increases in manufacturing capacity, and strategic alliances, joint ventures and acquisitions. In November 1999, the company entered into a definitive agreement to acquire North American Vaccine, Inc., a developer of vaccines for the prevention of infectious diseases, as further discussed in Note 3 to the Consolidated Financial Statements. Renal The Renal segment generated sales growth of 10 percent and 11 percent in 1999 and 1998, respectively. Significant growth was generated from the Renal Therapy Services business, which operates dialysis clinics in partnership with local physicians and hospitals in international markets. Significant growth was also generated from the Renal Management Services business, a renal-disease management organization which creates partnerships with nephrologists to lead renal-care networks throughout the United States. Revenues generated from these services businesses increased over $80 million in both 1999 and 1998. Sales growth was also strong in the base peritoneal and hemodialysis businesses, driven in part by continued penetration of products used for peritoneal dialysis. Emerging markets in the Latin American and Asian regions continue to generate the strongest growth. Fluctuations in currency exchange rates favorably impacted sales growth in 1999 by approximately two points and unfavorably impacted sales growth in 1998 by approximately three points. The acquisition of Bieffe in the beginning of 1998 contributed to the 1998 sales growth rate, adding approximately three points to the total segment sales growth rate for the year. Sales in certain geographic markets continue to be affected by strong pricing pressures and the effects of market consolidation. These issues are expected to continue to be more than offset by increased penetration of peritoneal dialysis, growth in the sales of hemodialysis products, the development of new businesses and technologies, and alliances and acquisitions. In December 1999, the company entered into a definitive agreement to acquire Althin Medical AB, a manufacturer of hemodialysis products, as further discussed in Note 3 to the Consolidated Financial Statements. GROSS MARGIN AND EXPENSE RATIOS years ended December 31 (as a percent of sales) Gross margin Marketing and administrative expenses 1999 44.1% 20.5% 1998 44.9% 21.2% 1997 45.3% 21.8% The gross margin decreased in 1999 and 1998 due principally to a less favorable products and services mix. In 1998 and early 1999, the gross margin was also impacted by the recognition of unfavorable manufacturing variances. These variances related to increased investments and reduced production in 1998 in the Blood Therapies segment in response to heightened FDA regulatory activity with respect to safety and quality systems. Changes in currency exchange rates also unfavorably impacted the gross margin in 1998. Marketing and administrative expenses decreased as a percent of sales in both 1999 and 1998 as the company has more than offset the incremental costs of expanding into developing markets and new business initiatives with a continued focus on cost control across all businesses. In addition, the company has realized benefits from the integration of the acquisitions of Bieffe, Ohmeda, Immuno International AG (Immuno) and other recent acquisitions. Management expects to further leverage costs in 2000. RESEARCH AND DEVELOPMENT years ended December 31 ( in millions) Research and development expenses as a percent of sales 1999 $332 5% 1998 $323 1997 $339 6% 6% Percent increase (decrease) 1999 3% 1998 (5%) B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t 23 Management’s Discussion and Analysis Research and development (R&D) expenses above exclude the in-process R&D (IPR&D) charges relating to the acquisitions of Somatogen, Inc. in 1998 and Immuno in 1997, both of which are included in the Blood Therapies segment and are further discussed in Note 3 to the Consolidated Financial Statements. R&D expenses increased in 1999 primarily due to increased spending in the Blood Therapies segment, principally relating to the next-generation recombinant product. The decrease in 1998 was principally due to the September 1998 decision to end the clinical development of the company’s first-generation oxygen-carrying therapeutic program called HemAssist® (DCLHb). Excluding R&D expenses relating to the terminated HemAssist (DCLHb) program, R&D expenses decreased four percent in 1998. The decrease in 1998 is also partially due to a rationalization of R&D spending in the Blood Therapies segment as a result of the acquisition of Immuno in the beginning of 1997. Management expects the growth rate in R&D expenses will increase in the future as the company focuses on the next-generation oxygen-therapeutics program and the next-generation recombinant product within its Blood Therapies segment, as well as on other R&D initiatives across the three segments. With respect to the pending acquisition of North American Vaccine, Inc., it is expected that a substantial portion of the purchase price will be allocated to IPR&D and immediately expensed. EXIT AND OTHER REORGANIZATION COSTS Refer to Note 4 to the Consolidated Financial Statements for a discussion of charges recorded in 1998 and 1995 for exit and other reorganization costs. The company recorded a $122 million charge in 1998 that related principally to the decision to end the clinical development of HemAssist (DCLHb), as discussed above, exit certain non-strategic investments, primarily in Asia, and reorganize certain other activities. The 1998 program is substantially complete as originally planned. The expected benefits of the program have been achieved. Management believes remaining reserves for exit and other reorganization programs are adequate to complete the actions contemplated by the program. Future cash expenditures will be funded with cash generated from operations. Management anticipates savings from the programs will be partially invested in R&D, new business initiatives, and expansion into growing international markets. The 1995 program is complete. Management’s objectives for the plan were met for the originally estimated cost. This program, which eliminated excess capacity and reduced manufacturing costs, will help mitigate future exposure to gross margin erosion from pricing pressures, primarily in the United States. Acquisition Reserves Based on plans formulated at acquisition date, reserves have been established for certain acquisitions as part of the allocation of purchase price. The reserves principally consisted of employee severance costs associated with headcount reductions at the acquired companies, and the costs of exiting activities and terminating distribution, lease and other contracts of the acquired companies that existed prior to the respective dates of acquisition and either continued with no economic benefit or required payment of a cancellation penalty. Refer to Note 3 for further information. Actions executed to date and anticipated in the future are substantially consistent with the original plans. Management believes remaining reserves are adequate to complete the actions contemplated by the plans. NET LITIGATION CHARGE As further discussed in Note 12 to the Consolidated Financial Statements, the company recorded a $178 million net litigation charge in 1998 relating to mammary implants, plasma-based therapies (relating to the Blood Therapies segment) and other litigation. OTHER INCOME AND EXPENSE Net interest expense declined in 1999 and 1998 due principally to the impact of a greater mix of foreign currency denominated debt, which bears a lower average interest rate and, in 1999, to slightly lower average debt levels. In 1998, the impact of a favorable currency denomination mix of debt was partially offset by higher average debt levels due primarily to acquisitions. Goodwill amortization did not change significantly from 1998 to 1999 and increased from 1997 to 1998 primarily as a result of the acquisition of Bieffe. Other expense in 1999 principally related to losses on disposals of nonstrategic investments and fluctuations in currency exchange rates. Included in other income in 1998 was a pretax gain of $20 million relating to the disposal of a nonstrategic investment in the I.V. Systems/Medical Products segment. Included in other income in 1997 was a pretax gain of $17 million relating to the disposal of a nonstrategic investment in the Blood Therapies segment. Other income in 1997 also included a pretax gain of $32 million relating to the divestiture by the Blood Therapies segment of certain assets of its Immunotherapy division, as further discussed in Note 3 to the Consolidated Financial Statements. 24 B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t PRETAX INCOME Refer to Note 13 to the Consolidated Financial Statements for a summary of financial results by segment. I.V. Systems/Medical Products Pretax income increased eight percent in 1999 due principally to strong sales, particularly of the Colleague single-channel and triple-channel volumetric pumps and anesthesia products. In addition, the gross margin improved, particularly in the United States, due to a more favorable sales mix and manufacturing efficiencies. Pretax income increased 18 percent in 1998 due principally to acquisitions, introduction of the Colleague single-channel pump in late 1997 and the triple-channel pump in 1998 and an improved gross margin due to a more favorable sales mix and leveraging of costs, partially offset by the effects of unfavorable currency fluctuations. Blood Therapies Pretax income increased eight percent in both 1999 and 1998. As discussed above, increased regulatory activity in the factor concentrates industry in 1998 unfavorably impacted the sales growth and gross profit margin in this segment. Partially offsetting the impact of this activity were decreased R&D spending and other synergies as management integrated recent acquisitions. Pretax profits increased in late 1998 and 1999 as supply constraints in the plasma-based products industry eased, as production of Recombinate increased as a result of the company’s manufacturing capacity expansion, and as profits increased in the blood-collection businesses. Partially offsetting growth in 1998 was reduced profitability in the blood-collection businesses due primarily to a less favorable mix of sales, pricing pressures due to competition, and the above- mentioned regulatory activity, which has affected certain of the segment’s customers. Renal Pretax income grew 43 percent in 1999 and declined 26 percent in 1998. The decline in 1998 was principally due to significant unfavorable currency exchange rate fluctuations, primarily with respect to the Japanese Yen. The increase in 1999 was principally due to the strengthening of the Japanese Yen. Segment results do not include income or expense relating to the company’s hedging activities. Excluding the effects of currency, growth was driven by the base peritoneal dialysis and hemodialysis businesses and manufacturing efficiencies, partially offset by the effect of a less favorable sales mix and investments in the business. INCOME TAXES Excluding the divestiture gains and the charges for IPR&D, net litigation and exit and other reorganization costs, and a related provision for U.S. taxes on previously unremitted foreign earnings, the effective income tax rate for continuing operations before cumulative effect of accounting change was approximately 26 percent, 24 percent and 24 percent in 1999, 1998 and 1997, respectively. The rate increase in 1999 was primarily due to a larger portion of the company’s earnings generated in higher tax jurisdictions. Management does not expect a significant change in the effective tax rate in 2000. INCOME FROM CONTINUING OPERATIONS BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE years ended December 31 ( in millions) Income from continuing operations before cumulative effect of accounting change 1999 1998 1997 1999 1998 Percent increase (decrease) $779 $275 $371 183% (26%) Excluding the divestiture gains and the charges for IPR&D, net litigation, and exit and other reorganization costs, as applicable in 1998 and 1997, the 1999 and 1998 growth in income from continuing operations before cumulative effect of accounting change would have been 15 percent and 20 percent, respectively. EARNINGS PER SHARE Excluding the divestiture gains and the charges for IPR&D, net litigation, and exit and other reorganization costs, as applicable in 1998 and 1997, earnings per diluted share in 1998 and 1997 would have been $2.34 and $1.99, respectively, and the 1999 and 1998 growth would have been 13 percent and 17 percent, respectively. B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t 25 Management’s Discussion and Analysis DISCONTINUED OPERATION Income from discontinued operation grew 60 percent, or approximately $24 million, in 1999 and, excluding a $132 million IPR&D charge relating to the acquisition of Research Medical, Inc. in 1997, declined 34 percent in 1998. These results primarily reflect growth in the higher-margin tissue heart valves and valve-repair product lines, partially offset by reduced profits in certain other product and service lines due to pricing, declines in surgical procedures, and competitive pressures. Favorable currency exchange rate fluctuations and an improved mix of sales contributed to the growth in pretax income in 1999. Unfavorable currency exchange rate fluctuations, costs relating to headcount reductions and a loss associated with the impairment of a minority equity investment contributed to the decline in 1998. Partially offsetting these increased costs in 1998 were insurance proceeds associated with hurricane damage at a manufacturing facility. CHANGE IN ACCOUNTING PRINCIPLE In the first quarter of 1999, the company recorded a $27 million after-tax charge for the cumulative effect of a change in accounting principle related to the adoption of AICPA Statement of Position (SOP) 98-5, “Reporting on the Costs of Start-up Activities.” Excluding the initial effect of adopting this standard, the impact of the new SOP is not material. LIQUIDITY AND CAPITAL RESOURCES Cash flows from continuing operations as reported in the Consolidated Statements of Cash Flows increased during 1999 due principally to higher earnings and a decrease in inventories, as the company focuses on growing the business while effectively managing inventory levels. These increases were partially offset by higher net cash outflows relating to litigation (litigation payments net of insurance recoveries), and higher other asset balances. In 1998, net cash inflows from continuing operations increased principally due to higher earnings before noncash charges, lower net cash outflows relating to litigation (primarily due to higher insurance recoveries in 1998 relating to the company’s mammary implant and plasma-based therapies litigation), a higher accounts payable and accrued liabilities balance, and a lower increase in inventories. Partially offsetting these factors in 1999 and 1998 were increases in accounts receivable due to sales growth from acquisitions and sales in certain regions outside the United States, which have longer collection periods. In addition, approximately $65 million and $150 million in proceeds were generated from the sales of certain receivables in 1999 and 1998, respectively. Such receivables were sold to reduce the overall costs of financing the receivables. Cash flows from discontinued operation relate to the company’s CardioVascular business. Cash flows were relatively unchanged from 1998 to 1999, with increased earnings and a lower accounts receivable balance partially offset by an increase in inventories and a decrease in liabilities. Included in cash flows in 1998 were approximately $22 million in proceeds from the sales of certain receivables. Refer to Note 2 to the Consolidated Financial Statements for further information regarding the discontinued operation. Cash outflows relating to investing activities decreased in both 1999 and 1998. Capital expenditures (including additions to the pool of equipment leased or rented to customers) increased 13 percent and 22 percent in 1999 and 1998, respectively, as the company increased its investments in various capital projects across the three segments. Capital expenditures are made at a sufficient level to support the strategic and operating needs of the businesses. Recent significant expenditures have included implementation of a new integrated operational system and continuing expansion of facilities for the production of genetically engineered proteins. Management expects to invest approximately $700 million in capital expenditures in 2000. Net cash outflows relating to acquisitions decreased in 1999 and 1998. In 1999, net cash outflows relating to acquisitions included approximately $36 million for a contingent purchase price payment pertaining to the 1997 acquisition of Immuno. Approximately $22 million of the 1999 total related to acquisitions of dialysis centers in international markets and approximately $88 million related to the acquisition of a business in the I.V. Systems/Medical Products segment. In 1999, the company also generated approximately $42 million of cash relating to the sale and leaseback of certain assets and approximately $30 million relating to a prior year divestiture in the Blood Therapies segment. In 1998, net cash outflows relating to acquisitions included approximately $142 million pertaining to the acquisition of Bieffe, approximately $94 million related to the acquisition of Ohmeda, and the remainder primarily related to acquisitions of dialysis centers in international markets. Approximately $498 million and $48 million of the net cash flows used for acquisitions in 1997 related to the acquisitions of Immuno and Bieffe, respectively. Cash flows from financing activities decreased during 1999 and 1998. Included in the total for 1999 was $198 million in cash inflows relating to the Shared Investment Plan, which is discussed in Note 8 to the Consolidated Financial Statements. Cash received for stock issued under employee benefit plans increased in 1999 and 1998. Offsetting these increased inflows were increased common stock cash dividends due to a higher number of shares outstanding, $184 million in cash outflows in 1999 related to repurchases of Baxter common stock, as further discussed below, and other factors. 26 B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t Management assesses the company’s liquidity in terms of its overall ability to mobilize cash to support ongoing business levels and to fund its growth. Management uses an internal performance measure called operational cash flow that evaluates each operating business and geographic region on all aspects of cash flow under their direct control. Operational cash flow, as defined, reflects all litigation payments and related insurance recoveries except for those payments and recoveries relating to mammary implants, which the company never manufactured or sold. The company expects to generate more than $500 million in operational cash flow from continuing operations in 2000. The following table reconciles cash flows from continuing operations, as determined by generally accepted accounting principles (GAAP), to operational cash flow, which is not a measure defined by GAAP: Brackets denote cash outflows years ended December 31 ( in millions) Cash flows from continuing operations per the company’s Consolidated Statements of Cash Flows Capital expenditures Net interest after tax Other Operational cash flow – continuing operations Operational cash flow – discontinued operation Total operational cash flow 1999 $977 (631) 52 190 588 131 $719 1998 $837 (556) 74 24 379 136 $515 1997 $472 (454) 78 57 153 121 $274 The company’s net-debt-to-capital ratio was 40.2 percent and 48.4 percent at December 31, 1999 and 1998, respectively. During 1998, a wholly- owned subsidiary of the company entered into an $800 million revolving credit facility. Due to the subsidiary’s covenants under the facility, certain assets are restricted to the parent company. Refer to Note 5 to the Consolidated Financial Statements for further information regarding the company’s credit facilities, long-term debt and lease obligations, and related restrictions and covenants. As authorized by the board of directors, the company repurchases its stock to optimize its capital structure depending upon its operational cash flows, net debt level and current market conditions. In November 1995, the board of directors authorized the repurchase of up to $500 million over a period of several years. This program is substantially complete as of December 31, 1999. In November 1999, the board of directors authorized the repurchase of an additional $500 million over a period of several years. As the company’s net-debt-to-capital ratio is now in the targeted low 40 percent range, management has resumed its stock repurchase program, and expects to continue to repurchase common stock in 2000. As of December 31, 1999, the company can issue up to $550 million in aggregate principal amount of additional senior unsecured debt securities under effective registration statements filed with the Securities and Exchange Commission. The company’s debt ratings on senior debt are A3 by Moody’s, A by Standard & Poor’s and A- by Duff & Phelps. The company intends to fund its short-term and long-term obligations as they mature by issuing additional debt or through cash flow from operations. The company believes it has lines of credit adequate to support ongoing operational requirements. Beyond that, the company believes it has sufficient financial flexibility to attract long-term capital on acceptable terms as may be needed to support its growth objectives. In December 1999, the Baxter board of directors declared a quarterly dividend on the company’s common stock of 29.10 cents per share (annualized rate of $1.164 per share), which was paid in January 2000. This is expected to be the last cash dividend payable prior to the spin-off of the CardioVascular business. Subsequent to the spin-off, Baxter expects to continue to pay a dividend at the current rate and will do so on an annual basis, with the first annual dividend expected to be declared in December 2000 and paid in January 2001. The company presently anticipates that the dividend payout ratio will decrease over time in order to optimize the company’s capital structure and become more consistent with the payout ratios of peer companies. EURO CONVERSION On January 1, 1999, 11 of the 15 countries that are members of the European Union introduced a new currency called the “Euro.” The conversion rates between the Euro and the participating nations’ currencies were fixed irrevocably as of January 1, 1999. Prior to full implementation of the new currency on January 1, 2002, there is a transition period during which parties may use either the existing currencies or the Euro for financial transactions. B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t 27 Management’s Discussion and Analysis Action plans are currently being implemented which are expected to result in compliance with all laws and regulations relating to the Euro conversion. Management expects that the adaptation of its information technology and other systems to accommodate Euro-denominated transactions as well as the requirements of the transition period will not have a material impact on the company’s results of operations. The company is also addressing the impact of the Euro on currency exchange-rate risk, taxation, contracts, competition and pricing. While it is not possible to accurately predict the impact the Euro will have on the company’s business or on the economy in general, management currently does not anticipate that the Euro conversion will have a material adverse impact on the company’s results of operations or financial condition. FINANCIAL INSTRUMENT MARKET RISK The company’s business and financial results are affected by fluctuations in world financial markets, including currency exchange rates and interest rates. The company’s hedging policy attempts to manage these risks to an acceptable level based on management’s judgment of the appropriate trade-off between risk, opportunity and costs. In hedging its currency and interest rate risks, the company utilizes primarily forward contracts, options and swaps. The company does not hold financial instruments for trading or speculative purposes. Currency Risk The company is primarily exposed to currency exchange-rate risk with respect to its transactions and net assets denominated in Japanese Yen, the Euro and Swiss Franc. Business activities in various currencies expose the company to the risk that the eventual net dollar cash inflows resulting from transactions with foreign customers and suppliers denominated in foreign currencies may be adversely affected by changes in currency exchange rates. The company manages these risks utilizing various types of foreign exchange contracts. The company also enters into foreign exchange contracts to hedge anticipated, but not yet committed sales expected to be denominated in foreign currencies. In addition, the company hedges certain of its net investments in international affiliates. Such contracts hedge the U.S. dollar value of foreign currency denominated net assets from the effects of volatility in currency exchange rates by creating debt denominated in the respective currencies of the underlying net assets. Any changes in the carrying value of these net investments that are a result of fluctuations in currency exchange rates are offset by changes in the carrying value of the foreign currency denominated debt that are a result of the same fluctuations in currency exchange rates. As part of its risk-management process, the company uses a value-at-risk (VAR) model related to its foreign currency financial instruments to measure a potential loss in earnings as a result of adverse movements in currency exchange rates. The company utilizes a Monte Carlo simulation, with a 95 percent confidence level, using implied volatilities and correlations (as of the measurement date) to estimate this potential loss. The company’s calculated VAR as of fiscal year-end 1999 and 1998, assuming a one-year holding period, is $72 million and $42 million, respectively. These amounts exclude the potential effects of any changes in the value of the underlying transactions or balances. The VAR increased in 1999 primarily due to a larger portfolio of instruments as a result of an increase in the amount of underlying transactions denominated in foreign currencies and a lengthening of the future period hedged, higher implied volatilities with respect to the Japanese Yen and the Euro, and a higher volume of sold call options. As part of the strategy to manage risk while minimizing hedging costs, the company utilizes sold call options in conjunction with purchased put options to create collars. Actual future gains or losses may differ from these estimates based upon actual fluctuations in market rates, operating exposures and the timing thereof, and changes in the company’s portfolio of derivatives during the measured periods. In addition, the assumption within the value-at-risk model is that changes in currency exchange rates are adverse, which may not be the case. Any loss incurred on the financial instruments is expected to be offset by the effects of currency movements on the respective underlying hedged transactions and balances. However, since the company’s risk-management program does not require the hedging of all exposures, there may be currency exchange-rate gains or losses in the future. The company’s actual experience in 1999 and 1998 was favorable as compared to the VAR calculated as of fiscal year-end 1998 and 1997, respectively. Interest Rate Risk As part of its risk-management program, the company performs sensitivity analyses to assess potential gains and losses in earnings and changes in fair value relating to hypothetical movements in interest rates. A 45 basis-point increase in interest rates (approximately 10 percent of the company’s weighted average interest rate) affecting the company’s financial instruments, including debt obligations and related derivatives, and investments, would have an immaterial effect on the company’s 1999 and 1998 pretax earnings and on the fair value of the company’s fixed-rate financial instruments as of the end of such fiscal years. 28 B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t As discussed in Note 6 to the Consolidated Financial Statements, the fair values of the company’s long-term litigation liabilities and related insurance receivables were computed by discounting the expected cash flows based on currently available information. A 10 percent movement in the assumed discount rate would have an immaterial effect on the fair values of those assets and liabilities. Other Risks With respect to the company’s unconsolidated investments, management believes any reasonably possible near-term losses in earnings, cash flows and fair values would not be material. YEAR 2000 The company implemented a comprehensive program to address Year 2000 issues and all necessary implementation efforts were completed as of December 31, 1999. There have been no material Year 2000 issues associated with the company’s internal systems, customers, products and services, or suppliers and other critical business partners. Management does not expect any material Year 2000 issues in the future. None of the company’s systems were upgraded or replaced solely to address Year 2000 issues, although in some cases the timing of the system upgrades and replacements was accelerated. The total cost of these system upgrades was approximately $150 million. No critical projects were deferred due to the Year 2000 program. Incremental out-of-pocket costs of the Year 2000 program, which were required to be expensed as incurred, were immaterial to the company’s financial results. LEGAL PROCEEDINGS See Note 12 to the Consolidated Financial Statements for a discussion of the company’s legal contingencies and related insurance coverage with respect to cases and claims relating to the company’s plasma-based therapies and mammary implants, as well as other matters. Upon resolution of any of these uncertainties, the company may incur charges in excess of presently established reserves. While such a future charge could have a material adverse effect on the company’s net income or cash flows in the period in which it is recorded or paid, based on the advice of counsel, management believes that any outcome of these actions, individually or in the aggregate, will not have a material adverse effect on the company’s consolidated financial position. Based on the company’s assessment of the costs associated with its environmental responsibilities, including recurring administrative costs, capital expenditures and other compliance costs, such costs have not had, and in management’s opinion, will not have in the foreseeable future, a material effect on the company’s financial position, results of operations, cash flows or competitive position. FORWARD-LOOKING INFORMATION The matters discussed in this section include forward-looking statements that involve risks and uncertainties, including, but not limited to, currency exchange rates, technological advances in the medical field, unforeseen information technology issues related to the company or third parties, economic conditions, demand and market acceptance risks for new and existing products, technologies and health-care services, the impact of competitive products and pricing, manufacturing capacity, new plant start-ups, global regulatory, trade and tax policies, continued price competition, product development risks, including technological difficulties, ability to enforce patents, unforeseen commercialization and regulatory factors, and other risks more completely reflected in the company’s filings with the Securities and Exchange Commission. In particular, the company, as well as other companies in its industry, has experienced increased regulatory activity by the U.S. Food and Drug Administration with respect to its plasma-based biologicals and its complaint-handling systems. It is not possible to predict the extent to which the company or the health-care industry might be adversely affected by these factors in the future. NEW ACCOUNTING AND DISCLOSURE STANDARD In June 1998, the FASB issued Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities” (Statement No. 133), which was later amended by Statement No. 137, “Accounting for Derivative Instruments and Hedging Activities — Deferral of the Effective Date of FASB Statement No. 133”. Statement No. 133, as amended, requires companies to record derivatives on the balance sheet date as assets or liabilities measured at fair value. The accounting treatment of gains and losses resulting from changes in the value of derivatives depends on the use of the derivative and whether it qualifies for hedge accounting. The company will adopt SFAS No. 133, as amended, as required no later than January 1, 2001, and is currently assessing the impact of adoption on its consolidated financial statements. B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t 29 Management’s Responsibilities for Financial Reporting T he accompanying financial statements and other financial data have been prepared by management, which is responsible for their integrity and objectivity. The statements have been prepared in conformity with accounting principles generally accepted in the United States and include amounts that are based upon management’s best estimates and judgments. Management is responsible for establishing and maintaining a system of internal control over financial reporting and safeguarding assets against unauthorized acquisition, use or disposition. This system is designed to provide reasonable assurance as to the integrity and reliability of financial reporting and asset safeguarding. The concept of reasonable assurance is based on the recognition that there are inherent limitations in all systems of internal control, and that the cost of such systems should not exceed the benefits to be derived from them. Management believes that the foundation of an appropriate system of internal control is a strong ethical company culture and climate. The Corporate Responsibility Office, which reports to the Public Policy Committee of the board of directors, is responsible for developing and communicating appropriate business practices, policies and initiatives; maintaining independent channels of communication for providing guidance and reporting potential business practice violations; and monitoring compliance with the company’s business practices, including annual compliance certifications by senior managers worldwide. Additionally, a professional staff of corporate auditors reviews the design of the related internal control system and the accounting policies and procedures supporting this system and compliance with them. The results of these reviews are reported at least annually to the Public Policy and/or Audit Committees of the board of directors. PricewaterhouseCoopers LLP performs audits, in accordance with generally accepted auditing standards, which include a review of the system of internal controls and result in assurance that the financial statements are, in all material respects, fairly presented. The board of directors, through its Audit Committee comprised solely of non-employee directors, is responsible for overseeing the integrity and reliability of the company’s accounting and financial reporting practices and the effectiveness of its system of internal controls. PricewaterhouseCoopers LLP and the corporate auditors meet regularly with, and have access to, this committee, with and without management present, to discuss the results of the audit work. Harry M. Jansen Kraemer, Jr. Brian P. Anderson Chairman and Chief Executive Officer Senior Vice President and Chief Financial Officer Report of Independent Accountants Board of Directors and Stockholders of Baxter International Inc. In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, cash flows and stockholders’ equity and comprehensive income present fairly, in all material respects, the financial position of Baxter International Inc. (the company) and its subsidiaries at December 31, 1999 and 1998, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PricewaterhouseCoopers LLP Chicago, Illinois February 16, 2000 30 B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t Consolidated Balance Sheets as of December 31 ( in millions, except share information) CURRENT ASSETS Cash and equivalents Accounts receivable Notes and other current receivables Inventories Short-term deferred income taxes Prepaid expenses Total current assets PROPERTY, PLANT AND EQUIPMENT, NET OTHER ASSETS Net assets of discontinued operation Goodwill and other intangible assets Insurance receivables Other Total other assets Total assets CURRENT LIABILITIES Short-term debt Current maturities of long-term debt and lease obligations Accounts payable and accrued liabilities Income taxes payable Total current liabilities LONG-TERM DEBT AND LEASE OBLIGATIONS LONG-TERM DEFERRED INCOME TAXES LONG-TERM LITIGATION LIABILITIES OTHER LONG-TERM LIABILITIES COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY Common stock, $1 par value, authorized 1999 $ 606 1,504 148 1,116 216 229 3,819 2,650 1,231 921 301 722 3,175 $9,644 $ 125 130 1,805 640 2,700 2,601 311 273 411 1998 $ 709 1,429 317 1,167 453 220 4,295 2,445 1,275 930 378 550 3,133 $9,873 $ 156 115 2,024 536 2,831 3,096 461 246 400 350,000,000 shares, issued 294,363,251 shares in 1999 and 291,248,251 shares in 1998 Common stock in treasury, at cost, 4,163,737 shares in 1999 and 4,919,141 shares in 1998 Additional contributed capital Retained earnings Accumulated other comprehensive loss Total stockholders’ equity 294 291 (269) 2,282 1,415 (374) 3,348 (210) 2,064 990 (296) 2,839 The accompanying notes are an integral part of these consolidated financial statements. Total liabilities and stockholders’ equity $9,644 $9,873 B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t 31 Consolidated Statements of Income years ended December 31 ( in millions, except per share data) OPERATIONS Net sales Costs and expenses Cost of goods sold Marketing and administrative expenses Research and development expenses In-process research and development Exit and other reorganization costs Net litigation charge Interest, net Goodwill amortization Other expense (income) 1999 $6,380 3,568 1,311 332 – – – 87 19 11 1998 1997 $5,706 $5,259 3,142 1,208 323 116 122 178 124 18 (18) 2,877 1,145 339 220 – – 131 11 (34) Total costs and expenses 5,328 5,213 4,689 Income from continuing operations before income taxes and cumulative effect of accounting change Income tax expense Income from continuing operations before cumulative effect of accounting change Discontinued operation Income (loss) from discontinued operation, net of applicable income tax expense of $19 in 1999, $16 in 1998 and $24 in 1997 Net costs associated with effecting the business distribution Total discontinued operation Income before cumulative effect of accounting change Cumulative effect of accounting change, net of income tax benefit of $7 Net income PER SHARE DATA Earnings per basic common share Continuing operations, before cumulative effect of accounting change Discontinued operation Cumulative effect of accounting change Net income Earnings per diluted common share Continuing operations, before cumulative effect of accounting change Discontinued operation Cumulative effect of accounting change Net income Weighted average number of common shares outstanding Basic Diluted The accompanying notes are an integral part of these consolidated financial statements. 32 B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t 1,052 273 779 64 (19) 45 824 (27) 493 218 275 40 – 40 315 – 570 199 371 (71) – (71) 300 – $ 797 $ 315 $ 300 $ 2.69 $ .15 (.09) .97 .14 – $ 1.34 (.26) – $ 2.75 $ 1.11 $ 1.08 $ 2.64 $ .15 (.09) .95 .14 – $ 1.31 (.25) – $ 2.70 $ 1.09 $ 1.06 290 295 284 289 278 282 Consolidated Statements of Cash Flows years ended December 31 ( in millions) (brackets denote cash outflows) 1999 1998 1997 CASH FLOWS FROM CONTINUING OPERATIONS Income from continuing operations before cumulative effect of accounting change $779 $275 $371 Adjustments Depreciation and amortization Deferred income taxes Gain (loss) on asset dispositions In-process research and development Exit and other reorganization costs Net litigation charge Other Changes in balance sheet items Accounts receivable Inventories Accounts payable and accrued liabilities Net litigation payments and other Cash flows from continuing operations CASH FLOWS FROM DISCONTINUED OPERATION CASH FLOWS FROM OPERATIONS CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures Additions to the pool of equipment leased CASH FLOWS FROM FINANCING ACTIVITIES or rented to customers Acquisitions (net of cash received) and investments in affiliates Divestitures and other asset dispositions Cash flows from investing activities Issuances of debt and lease obligations Redemption of debt and lease obligations Increase (decrease) in debt with maturities of three months or less, net Common stock cash dividends Stock issued under Shared Investment Plan Stock issued under employee benefit plans Purchases of treasury stock Cash flows from financing activities EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH AND EQUIVALENTS INCREASE (DECREASE) IN CASH AND EQUIVALENTS CASH AND EQUIVALENTS AT BEGINNING OF YEAR CASH AND EQUIVALENTS AT END OF YEAR Supplemental information Interest paid, net of portion capitalized Income taxes paid The accompanying notes are an integral part of these consolidated financial statements. 372 92 13 – – – 20 (103) 17 30 (243) 977 106 1,083 (529) (102) (179) 75 (735) 764 (481) (552) (338) 198 148 (184) (445) (6) (103) 709 $606 $150 $197 344 (56) (23) 116 122 178 2 (153) (79) 165 (54) 837 102 939 (461) 318 3 (48) 220 – – 8 (59) (112) 83 (312) 472 86 558 (367) (95) (87) (319) 3 (872) 1,143 (598) (159) (331) – 118 – 173 4 244 465 $709 $191 $143 (606) (23) (1,083) 855 (465) 81 (316) – 110 – 265 (36) (296) 761 $465 $174 $170 B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t 33 Consolidated Statements of Stockholders’ Equity and Comprehensive Income years ended December 31 ( in millions) COMMON STOCK Beginning of year Common stock issued for acquisitions Stock issued under Shared Investment Plan End of year COMMON STOCK IN TREASURY Beginning of year Common stock issued for acquisitions Purchases of common stock Common stock issued under employee benefit plans End of year ADDITIONAL CONTRIBUTED CAPITAL Beginning of year Common stock issued for acquisitions Stock issued under Shared Investment Plan Common stock issued under employee benefit plans End of year RETAINED EARNINGS Beginning of year Net income Elimination of reporting lag for certain international operations Common stock cash dividends End of year ACCUMULATED OTHER COMPREHENSIVE LOSS Beginning of year Other comprehensive loss End of year Total stockholders’ equity COMPREHENSIVE INCOME 1999 1998 1997 $ 291 $ 288 $ 288 – 3 3 – – – $ 294 $ 291 $ 288 $ (210) $ (329) $ (611) – (184) 125 – – 119 178 – 104 $ (269) $ (210) $ (329) $2,064 – 195 23 $1,876 189 – (1) $1,825 45 – 6 $2,282 $2,064 $1,876 $ 990 $1,006 $1,022 797 (34) (338) 315 – (331) 300 – (316) $1,415 $ 990 $1,006 $ (296) (78) $ (374) $ (222) (74) $ (296) $ (20) (202) $ (222) $3,348 $2,839 $2,619 Currency translation adjustments, net of tax (benefit) of $87 in 1999 and ($56) in 1998 $ (80) $ (75) $ (202) Unrealized net gain on marketable equity securities, net of tax of $1 in 1999 and $1 in 1998 Other comprehensive loss Net income Elimination of reporting lag for certain international operations, net of tax benefit of $22 Total comprehensive income The accompanying notes are an integral part of these consolidated financial statements. 2 (78) 797 (34) 1 (74) 315 – – (202) 300 – $ 685 $ 241 $ 98 34 B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t Notes to Consolidated Financial Statements 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Financial statement presentation The preparation of the financial statements in conformity with generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect Inventories are stated at the lower of cost (first-in, first-out method) or market value. Market value for raw materials is based on replacement costs and, for other inventory classifications, on net realizable value. Reserves for excess and obsolete inventory were $78 million and $97 million at December 31, 1999 and 1998 respectively. Property, plant and equipment reported amounts and related disclosures. Actual results could differ as of December 31 ( in millions) from those estimates. Basis of consolidation The consolidated financial statements include the accounts of Baxter Land Buildings and leasehold improvements Machinery and equipment Equipment with customers Construction in progress International Inc. and its majority-owned, controlled subsidiaries (Baxter or the company). Prior to fiscal 1999, all operations outside Total property, plant and equipment, at cost Accumulated depreciation and amortization 1999 $ 93 987 2,615 489 525 4,709 (2,059) 1998 $ 92 1,009 2,526 444 437 4,508 (2,063) the United States and its territories had been included in the Property, plant and equipment, net $2,650 $2,445 consolidated financial statements on the basis of fiscal years ending November 30 in order to facilitate timely consolidation. In conjunction Depreciation and amortization are principally calculated on the with the implementation of new financial systems, this one-month lag straight-line method over the estimated useful lives of the related was eliminated as of the beginning of fiscal 1999 for certain of these assets, which range from 20 to 50 years for buildings and international operations, and the December 1998 net loss from improvements and from three to 15 years for machinery and operations of $34 million for these entities was recorded directly to equipment. Leasehold improvements are amortized over the life of retained earnings. The one-month reporting lag for the remainder of the related facility lease or the asset, whichever is shorter. Straight- the international operations will be eliminated in 2001. line and accelerated methods of depreciation are used for income tax Foreign currency translation purposes. Accumulated amortization for assets under capital lease was $10 million and $5 million at December 31, 1999 and 1998, The results of operations for non-U.S. subsidiaries, other than those respectively. Depreciation expense was $290 million, $269 million located in highly inflationary countries, are translated into U.S. dollars and $266 million in 1999, 1998 and 1997, respectively. Repairs and using the average exchange rates during the year, while assets and maintenance expense was $97 million, $93 million and $96 million in liabilities are translated using period-end rates. Resulting translation 1999, 1998 and 1997, respectively. adjustments are recorded as currency translation adjustments within other comprehensive income. Where foreign affiliates operate in Goodwill and other intangible assets highly inflationary economies, non-monetary amounts are remeasured at historical exchange rates while monetary assets and liabilities are remeasured at the current rate with the related as of December 31 ( in millions) Goodwill Accumulated amortization adjustments reflected in the consolidated statements of income. Net goodwill Revenue recognition Other intangible assets Accumulated amortization The company’s practice is to recognize revenues from product sales Net other intangible assets Goodwill and other intangible assets 1999 $737 (113) 624 677 (380) 297 $921 1998 $684 (94) 590 688 (348) 340 $930 when title transfers. Inventories as of December 31 ( in millions) Raw materials Work in process Finished products Total inventories 1999 $ 251 193 672 $1,116 1998 $ 282 226 659 $1,167 Intangible assets are amortized on a straight-line basis. Goodwill is amortized over estimated useful lives ranging from 15 to 40 years; other intangible assets, consisting of purchased patents, trademarks and other identified rights, are amortized over their legal or estimated useful lives, whichever is shorter (generally not exceeding 17 years). The company’s policy is to review the carrying amounts of goodwill and other intangible assets whenever events or changes in B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t 35 Notes to Consolidated Financial Statements circumstances indicate that the carrying amount of an asset may not Derivatives be recoverable. Such events or circumstances might include a Realized gains and losses on hedges of existing assets or liabilities significant decline in market share, a significant decline in profits, are included in the carrying amounts of those assets or liabilities and rapid changes in technology, significant litigation or other items. In ultimately are recognized in other income or expense. Gains and evaluating the recoverability of goodwill and other intangible assets, losses and option premiums relating to qualifying hedges of firm management’s policy is to compare the carrying amounts of such commitments or anticipated transactions are deferred and assets with the estimated undiscounted future operating cash flows. recognized in income as offsets of gains and losses resulting from In the event an impairment exists, an impairment charge would be the underlying hedged transactions. Gains and losses relating to determined by comparing the carrying amounts of the asset to the terminations of qualifying hedges are included in the carrying applicable estimated future cash flows, discounted at a risk-adjusted amounts and amortized over the remaining expected lives of the interest rate. In addition, the remaining amortization period for the underlying assets or liabilities. In circumstances where the underlying impaired asset would be reassessed and revised if necessary. assets or liabilities are sold or no longer exist, any remaining carrying Management does not believe the carrying amounts of goodwill and value adjustments are recognized in other income or expense. Gains other intangible assets are impaired at December 31, 1999. and losses on hedges of net investments are reported as currency Earnings per share (EPS) translation adjustments in stockholders’ equity. The interest rate differential relating to interest rate swaps used to hedge debt The numerator for both basic and diluted EPS is net earnings obligations and net investments in foreign affiliates is reflected as an available to common shareholders. The denominator for basic EPS is adjustment to interest expense over the lives of the swaps. Equity the weighted-average number of common shares outstanding during forward agreements are accounted for in accordance with their the period. The following is a reconciliation of the shares settlement terms and are recorded directly to equity. Cash flows from (denominator) of the basic and diluted per-share computations: derivatives are classified in the same category as the cash flows from years ended December 31 ( in million of shares) Basic EPS Effect of dilutive securities 1999 290 1998 284 1997 278 Employee stock options Employee stock purchase plans and equity forward agreements 4 1 5 – 4 – the related investment, borrowing or foreign exchange activity. Cash and equivalents Cash and equivalents include cash, certificates of deposit and marketable securities with an original maturity of three months or less. Diluted EPS 295 289 282 Reclassifications Certain reclassifications have been made to conform the 1998 and 1997 financial statements and notes to the 1999 presentation. New accounting pronouncement In June 1998, the FASB issued Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities” (Statement No. 133), which was later amended by Statement No. 137, “Accounting for Derivative Instruments and Hedging Activities — Deferral of the Effective Date of FASB Statement No. 133”. Statement No. 133, as amended, requires companies to record derivatives on the balance sheet as assets or liabilities measured at fair value. The accounting treatment of gains and losses resulting from changes in the value of derivatives will depend on the use of the derivative and whether it qualifies for hedge accounting. The company will adopt SFAS No. 133, as amended, no later than January 1, 2001, as required, and is currently assessing the impact of adoption on its consolidated financial statements. Comprehensive income Comprehensive income encompasses all changes in stockholders’ equity other than those arising from stockholders, and generally consists of net income, currency translation adjustments and unrealized net gains and losses on marketable equity securities. Accumulated currency translation adjustments were ($377) million, ($297) million, and ($222) million at December 31, 1999, 1998 and 1997, respectively. Accumulated unrealized net gains on marketable equity securities were immaterial in each year. Start-up costs Effective at the beginning of 1999, the company adopted AICPA Statement of Position (SOP) 98-5, “Reporting on the Costs of Start-up Activities.” This SOP required that the costs of start-up and organization activities previously capitalized be expensed and reported as a cumulative effect of a change in accounting princi- ple, and requires that such costs subsequent to adoption be expensed as incurred. The after-tax cumulative effect of this accounting change was $27 million. 36 B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t 2 DISCONTINUED OPERATION On July 11, 1999, the board of directors of Baxter approved a plan to spin off to Baxter stockholders its CardioVascular business, to be named Edwards Lifesciences Corporation (Edwards), which provides a comprehensive line of products and services to treat late-stage cardiovascular disease. Management expects that shares of Edwards will be distributed in a tax-free distribution to Baxter stockholders on March 31, 2000. The distribution will result in Edwards operating as an independent entity with publicly traded common stock. The company’s consolidated financial statements and related notes have been adjusted and restated to reflect the financial position, results of operations and cash flows of Edwards as a discontinued operation. The following selected financial data for Edwards is presented for informational purposes only and does not necessarily reflect what the results of operations and financial position would have been had the ues of the net tangible assets, identifiable intangible assets and liabili- ties acquired was allocated to goodwill, and is being amortized on a straight-line basis over periods ranging from 15 to 40 years. As fur- ther discussed below, a portion of the purchase price for certain of the acquisitions was allocated to in-process research and develop- ment (IPR&D) which, under GAAP, was immediately expensed. Significant acquisitions The following is a summary of the company’s significant recent acquisitions along with the purchase price and the allocation of the purchase price to IPR&D and intangible assets. ( in millions) Somatogen, Inc. Bieffe Medital S.p.A. Immuno International AG Acquisition date Purchase price Intangible assets Other Goodwill IPR&D May 1998 December 1997 December 1996 $206 $116 $2 $3 188 – 124 15 569 220 96 125 business operated as a stand-alone entity. Somatogen, Inc. (Somatogen) was a developer of recombinant years ended December 31 ( in millions) Net sales 1999 $906 1998 $893 1997 $879 hemoglobin-based technology, which was acquired for approximately 3.5 million shares of Baxter International Inc. common stock. Somatogen shareholders are entitled to a contingent deferred cash payment of up to $2.00 per Somatogen share, or Income from discontinued operation in 1999 included $19 million in approximately $42 million, based on a percentage of sales of future net costs directly associated with effecting the business distribution. products through the year 2007. Bieffe Medital S.p.A. (Bieffe) was a Basic and diluted EPS in 1999 relating to the net-of-tax net cost was manufacturer of dialysis and intravenous solutions and containers. $.07 and $.06. as of December 31 ( in millions) Net current assets Net noncurrent assets Total net assets 1999 1998 $ 207 1,024 $ 200 1,075 $1,231 $1,275 Through the issuance of new third-party debt, approximately $550 million of Baxter’s existing debt will be indirectly assumed by Edwards. 3 ACQUISITIONS AND DIVESTITURES Accounting for acquisitions All acquisitions during the three years ended December 31, 1999, were accounted for under the purchase method. Results of opera- tions of acquired companies are included in the company’s results of operations as of the respective acquisition dates. Pro forma informa- tion is not presented with respect to the acquisitions as it is not material. The purchase price of each acquisition was allocated to the net assets acquired based on estimates of their fair values at the date of the acquisition. The excess of the purchase price over the fair val- Immuno International AG (Immuno) was a manufacturer of biopharmaceutical products and services for transfusion medicine. In addition, Research Medical, Inc., which is part of the discontinued operation, was acquired in March 1997 for approximately 4.8 million shares of Baxter International Inc. common stock. In November 1999, the company entered into a definitive agreement to acquire North American Vaccine, Inc. (NAV), a developer of vaccines for the prevention of infectious diseases, for approximately $390 million. Prior to the closing of the acquisition, Baxter has guaranteed a $30 million NAV credit facility, of which $10 million of NAV borrowings were outstanding at December 31, 1999. It is expected that a substantial portion of the purchase price of NAV will be allocated to IPR&D and immediately expensed. In December 1999, the company entered into a definitive agreement to acquire Althin Medical, a manufacturer of hemodialysis products, for approximately $130 million, including assumed debt. Management is in the process of estimating the portion of the purchase price which will be allocated to IPR&D. The closings of the acquisitions are subject to certain terms and conditions. Both transactions are expected to close in the first six months of 2000. B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t 37 Notes to Consolidated Financial Statements IPR&D based therapies and vaccines, respectively. Material net cash inflows Amounts allocated to IPR&D were determined on the basis of for the most significant projects were forecasted to commence independent appraisals using the income approach, which measures between 1998 and 2000. Assumed additional research and develop- the value of an asset by the present value of its future economic ment expenditures prior to the various dates of project introductions benefits. Estimated cash flows were discounted to their present totaled approximately $77 million. The projects are currently at values at rates of return that incorporate the risk-free rate, the various stages of development and virtually all of the significant expected rate of inflation, and risks associated with the particular projects that were in-process at the acquisition date are ongoing at projects, including their stages of completion. Projected revenue and December 31, 1999. As part of the post-acquisition integration and cost assumptions were determined considering the company’s R&D rationalization process, management reassessed all of Immuno’s historical experience and industry trends and averages. No value was ongoing R&D projects in conjunction with a re-evaluation of Baxter’s assigned to any IPR&D project unless it was probable of being existing R&D projects, and re-prioritized certain projects, resulting in further developed. modifications to originally planned timetables for certain of the projects. Such changes in timetables were also significantly influenced by The following is a summary of the amounts allocated to IPR&D by marketplace trends and competitive factors occurring since the significant project category: ( in millions) Oxygen-carrying therapeutics Plasma-based therapies Vaccines Total Somatogen Immuno $116 $116 $142 78 $220 Somatogen was a development-stage company and no revenue had ever been generated from commercial product sales. The develop- ment of oxygen-carrying therapeutics is a strategic priority to Baxter. At the time of the acquisition, Baxter was in final-stage (Phase III) clinical trials with its HemAssist® (DCLHb) product. Baxter acquired Somatogen to advance the development of new generations of recombinant oxygen-carrying technology-based products with enhanced attributes. Subsequent to the date of the acquisition, Baxter decided to end its HemAssist (DCLHb) program and focus on Somatogen’s next-generation program. Material net cash inflows relating to Somatogen’s IPR&D were forecasted in the valuation to begin in 2004. Estimated research and development (R&D) costs to be incurred prior to 2004 were forecasted in the valuation to total approximately $100 million. A discount rate of 22 percent was used in the valuation. As the R&D efforts progress, it is currently forecasted that material net cash inflows relating to Somatogen’s IPR&D as of acquisition date will not begin until after 2005. Also, it is currently estimated that over $250 million of R&D costs will be incurred between the date of acquisition and 2006, with increasing levels of spending to be incurred each year. Approximately $18 million and $10 million of R&D costs were expensed in 1999 and 1998, respectively. With respect to Immuno, the two project categories were comprised of 18 projects, many of which were comprised of multiple sub- projects. The status of development, stage of completion, assump- tions, nature and timing of remaining efforts for completion, risks and uncertainties, and other key factors varied by individual project. Discount rates of 18 percent and 35 percent were used for plasma- acquisition date. Most significantly, the timetables for certain of the plasma-based therapies projects have been delayed in order to accelerate the development of the next-generation recombinant Factor VIII concentrate for hemophilia treatment, given the strong and accelerating demand for recombinant products in the marketplace. In general, projects are not currently projected to be delayed by more than two to four years from the acquisition date timetables. Total additional R&D expenditures prior to the various dates of product introductions are not currently forecasted to be substantially different from that assumed in the model. Approximately $24 million, $25 million and $36 million of R&D costs have been expensed in 1999, 1998 and 1997, respectively. With respect to Somatogen and Immuno IPR&D, the products currently under development are at various stages of development, and substantial further research and development, pre-clinical testing and clinical trials will be required to determine their technical feasibility and commercial viability. There can be no assurance such efforts will be successful. Delays in the development, introduction or marketing of the products under development could result either in such products being marketed at a time when their cost and performance characteristics would not be competitive in the market- place or in a shortening of their commercial lives. If the products are not completed on time, the expected return on the company’s investments could be significantly and unfavorably impacted. Acquisition reserves Based on plans formulated at acquisition date, as part of the allocation of purchase price, reserves have been established for certain acquisitions. The following is a summary of significant reserves and related activity for recent acquisitions. Actions executed to date and anticipated in the future with respect to these acquisitions are substantially consistent with the original plans. Management expects the plans to be substantially complete in accordance with the originally established timetable. Management believes remaining reserves are adequate to complete the actions contemplated by the plans. 38 B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t as of or for the years ended December 31( in millions) Original reserve Employee-related costs Contract termination and other costs Total original reserve 1997 reserve utilization 1998 reserve utilization 1999 reserve utilization Balance at December 31, 1999 Bieffe Immuno Clintec $ 6 13 $19 n/a (3) (2) $14 $38 41 $79 (4) (22) (11) $42 $18 5 $23 (1) (3) (1) $18 Employee-related costs consisted principally of employee severance associated with headcount reductions in Europe impacting various functions at the acquired companies. The headcount reductions for Immuno primarily impacted the sales and marketing functions, and for Clintec Nutrition Company (Clintec), primarily impacted the manufacturing function. Utilization of reserves for employee-related costs totaled $2 million in 1998 for Bieffe, $6 million, $16 million and $2 million in 1999, 1998 and 1997, respectively, for Immuno, and $3 million and $1 million in 1998 and 1997, respectively, for Clintec. Contract termination and other costs related principally to the exiting of activities and termination of distribution, lease and other contracts Included in the total charge was a $74 million charge to write down certain assets to estimated sales or salvage value due to impairment. The majority of the asset writedowns related to assets located in a manufacturing facility in Neuchâtel, Switzerland, that were used solely in the development and manufacture of HemAssist (DCLHb), and had no alternative future use. Activities ceased upon the decision to end the clinical development of HemAssist (DCLHb). In 1999, the company began modifications to this manufacturing facility, which was designed to manufacture a human hemoglobin product, to produce recombinant biopharmaceutical products. Such alternate production is expected to commence at the Neuchâtel facility in the next two to three years. The following is a summary of the components of the remainder of the charge and utilization of such reserves to date: as of or for the years ended December 31 ( in millions) Employee- related costs Other costs Original charge 1998 utilization 1999 utilization Reserves at December 31, 1999 $34 (12) (16) $ 6 $14 (6) (7) $ 1 Total $48 (18) (23) $ 7 of the acquired companies that existed prior to the acquisition date Employee-related costs consisted principally of employee severance that either continued with no economic benefit or required payment resulting from the elimination of approximately 375 positions of a cancellation penalty. Divestiture worldwide. The headcount reductions affected various functions and pertained principally to the Blood Therapies and I.V. Systems/Medical Products segments. Approximately 340 positions have been In December 1997, the company sold certain assets of its eliminated through December 31, 1999. The other costs related Immunotherapy division to Nexell Therapeutics Inc. (Nexell) and principally to contractual obligations that existed prior to the date of recognized a pretax gain of $32 million. Proceeds received included the charge that either continued with no economic benefit or required publicly traded common stock, convertible preferred stock and payment of a cancellation penalty. The majority of such costs related warrants to acquire additional common stock in the future. Sale of to the terminated HemAssist (DCLHb) program and included the common stock is subject to certain restrictions. cancellation costs associated with a minimum purchase agreement. 4 EXIT AND OTHER REORGANIZATION COSTS In September 1998, the company decided to end the clinical development of the Blood Therapies’ segment’s first-generation oxygen-carrying therapeutic, HemAssist (DCLHb), which was based on human hemoglobin, and focus on the next-generation program, which is based on genetically engineered hemoglobin molecules. The company also decided to exit certain non-strategic investments, primarily in Asia, and reorganize certain other activities. As a result of these decisions, the company recorded a $122 million pretax charge in the third quarter of 1998. In September 1995, the company recorded a pretax charge of $103 million primarily to eliminate excess plant capacity and reduce manufacturing costs. The charge predominantly related to the closure and disposal of the intravenous-solutions plant and warehouse in Carolina, Puerto Rico, which was part of the I.V. Systems/Medical Products segment. Management’s plan entailed transferring production to other facilities in Puerto Rico and the United States upon receipt of the necessary approvals from the United States Food and Drug Administration, and then selling or otherwise disposing of the facility. All production and warehousing was consolidated into other facilities as of year-end 1998 in accor- dance with the original plan. The total charge included a $67 million charge to write down the facility to estimated sales value due to impairment. Suspended depreciation on the facility totaled approximately $6 million per year since the date of the charge. B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t 39 Notes to Consolidated Financial Statements The following is a summary of the components of the remainder of The company leases certain facilities and equipment under capital the charge and utilization of such reserves by year and category: and operating leases expiring at various dates. Most of the operating as of or for the years ended December 31 ( in millions) Employee- related costs Other costs Original charge 1995 utilization 1996 utilization 1997 utilization 1998 utilization 1999 utilization Reserves at December 31, 1999 $ 27 (1) (10) (1) (5) (10) $ – $9 – (1) (2) (6) – $– Total $ 36 (1) (11) (3) (11) (10) $ – Employee-related costs consisted principally of employee severance resulting from the elimination of approximately 1,200 positions, principally in Puerto Rico. Certain positions, primarily direct labor, were added to other facilities to support the increased production levels at those sites. Other costs principally related to contractual obligations that existed prior to the date of the charge and either continued with no economic benefit or required payment of a cancellation penalty. The reserves were fully utilized during 1999 as employee severance was paid and other wind-down activities were completed. Management’s objectives for the plan were met substantially in accordance with the originally estimated cost and timetable. 5 LONG-TERM DEBT, CREDIT FACILITIES & LEASE OBLIGATIONS as of December 31 ( in millions) Commercial paper Short-term notes 9.25% notes due 1999 Zero coupon notes due 2000 (unamortized original issue discounts of $9 and $24, respectively) 8.125% notes due 2001 7.625% notes due 2002 7.125% notes due 2007 7.25% notes due 2008 9.5% notes due 2008 7.65% debentures due 2027 6.625% debentures due 2028 Other Total long-term debt and lease obligations Current portion Long-term portion Effective interest rate 5.3% 3.0% 9.6% 10.9% 6.2% 7.5% 7.1% 7.5% 9.5% 7.6% 6.7% 1999 1998 $ 668 $ 800 646 – 120 155 151 251 198 75 202 249 16 659 99 123 158 151 251 198 75 202 249 246 2,731 (130) 3,211 (115) $2,601 $3,096 leases contain renewal options. Rent expense under operating leases was $91 million, $79 million and $77 million in 1999, 1998 and 1997, respectively. Future minimum lease payments and debt maturities as of or for the years ended December 31 ( in millions) 2000 2001 2002 2003 2004 Thereafter Total obligations and commitments Amounts representing interest, discounts, premiums and deferred financing costs Total long-term debt and present value of lease obligations Operating leases $ 73 56 42 28 25 58 $282 Aggregate debt maturities and capital leases $ 138 61 154 1,3881 3 1,013 2,757 (26) $2,731 1. Includes $1,314 million of commercial paper and short-term notes supported by long-term credit facilities expiring in 2003. The company maintains two revolving credit facilities which total $1.2 billion. Of this total, $400 million will expire in 2000 and another $800 million facility will expire in 2003. The facilities enable the company to borrow funds on an unsecured basis at variable interest rates and contain various covenants, including a maximum debt-to- capital ratio and a minimum interest coverage ratio. There were no borrowings outstanding under these facilities at December 31, 1999 or 1998. Baxter also maintains or guarantees other short-term credit arrangements which totaled approximately $447 million at December 31, 1999. Approximately $93 million and $94 million of borrowings were outstanding under these facilities at December 31, 1999 and 1998, respectively. At December 31, 1999 and 1998, commercial paper and short-term notes together totaling $718 million and $800 million, respectively, have been classified with long-term debt as they are supported by the long-term credit facilities, which management intends to continue to refinance. During 1998, a wholly-owned subsidiary of the company entered into an $800 million revolving credit facility, which expires in 2003 and enables the subsidiary to borrow funds at variable interest rates. The agreement contains various covenants, including a minimum interest coverage ratio, a maximum debt-to-adjusted earnings ratio and a minimum adjusted net worth amount. There were $596 million and $659 million in borrowings outstanding under this facility at 40 B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t December 31, 1999 and 1998, respectively, and they were The company has entered into foreign exchange contracts, for up to denominated in Swiss Francs. These borrowings are secured and 10 years, to hedge certain of its net investments in foreign affiliates. guaranteed by a pledge of the shares of the borrower and certain of These contracts hedge the U.S. dollar value of foreign currency its subsidiaries. 6 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT Concentrations of credit risk In the normal course of business, the company provides credit to denominated net assets from the effects of volatility in currency exchange rates by creating debt denominated in the respective currencies of the underlying net assets. The increase or decrease in the debt balance is directly offset by a corresponding fluctuation in the underlying net assets. Interest rate and foreign exchange contracts customers in the health-care industry, performs credit evaluations of as of December 31 ( in millions) these customers and maintains reserves for potential credit losses which, when realized, have been within the range of management’s allowance for doubtful accounts. The allowance for doubtful accounts was $34 million and $37 million at December 31, 1999 and 1998, respectively. The company invests the majority of its excess cash in certificates of deposit or money market accounts and, where appropriate, diversifies the concentration of cash among different financial institutions. With respect to financial instruments, where appropriate, the company has diversified its selection of counterparties, and has arranged collateralization and master-netting agreements to minimize the risk of loss. Interest rate risk management Baxter uses forward contracts, options and interest rate swaps generally from one to three years in duration to manage the company’s exposure to adverse movements in interest rates. The book values of debt at December 31, 1999 and 1998 reflect deferred hedge gains of $11 million and $16 million, respectively, offset by $2 million and $2 million of deferred hedge losses, respectively. Foreign exchange risk management The company principally hedges the following currencies: Japanese Yen, the Euro and Swiss Franc. The company enters into various types of foreign exchange contracts to protect the company from the risk that the eventual net dollar cash flows resulting from transactions with foreign customers and suppliers may be adversely affected by changes in currency exchange rates. The company also enters into foreign exchange contracts, with terms generally less than two years, to hedge anticipated but not yet committed sales expected to be denominated in foreign currencies. Deferred hedging gains on hedges of anticipated but not yet committed sales totaled $7 million and $2 million at December 31, 1999 and 1998, respectively. 1999 Notional Market values amounts 1998 Notional Market values amounts $ 300 $ 3 $ 600 $ (3) Interest rate contracts Floating to fixed rate hedges Average pay rate 7.4% in 1999 and 5.4% in 1998 Average receive rate 5.8% in 1999 and 5.6% in 1998 Foreign exchange contracts Forwards and options primarily used to hedge anticipated sales Japanese Yen Euro Other currencies $ 714 672 40 $ (2) 17 – $ 489 220 88 $ (1) 2 2 Total $1,426 $ 15 $ 797 $ 3 Forwards and swaps used to hedge net investments in foreign affiliates Japanese Yen Euro Other currencies $ 315 2,650 15 $(113) 175 – $ 315 2,250 82 $ (58) (144) – Total $2,980 $ 62 $2,647 $(202) Forwards used to hedge certain receivables and payables (primarily Japanese Yen, Euro and Swiss Franc) $ 58 $ – $ 274 $ – In conjunction with the spin-off of Edwards, it is expected that certain of the foreign exchange contracts summarized above, principally those used to hedge anticipated sales, will be transferred to Edwards. The estimated total notional amount and market value of such contracts totaled $350 million and $1 million, respectively, at December 31, 1999. B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t 41 Notes to Consolidated Financial Statements Fair values of financial instruments as of December 31 ( in millions) 1999 1998 1999 1998 Carrying amounts Approximate fair values Assets Long-term insurance receivables Investments in affiliates Foreign exchange hedges Liabilities Short-term debt Short-term borrowings $301 145 25 $408 118 8 $248 158 15 $351 115 4 125 156 125 156 plans and its stock purchase plans. The compensation expense recognized for continuing operations for performance-based, restricted and other stock plans was $26 million, $15 million and $11 million in 1999, 1998 and 1997, respectively. Had compensation cost for all of the company’s stock-based compensation plans been determined based on the fair value at the grant dates consistent with the method of FASB Statement No. 123, “Accounting for Stock- Based Compensation,” the company’s income from continuing operations before cumulative effect of accounting change and related earnings per share (EPS) would have been reduced to the pro forma classified as long term 1,314 1,459 1,312 1,462 amounts indicated below: Other long-term debt and lease obligations 1,417 1,752 1,326 1,854 Long-term litigation liabilities 273 246 237 217 Although the company’s litigation remains unresolved by final orders or settlement agreements in some cases, the estimated fair values of insurance receivables and long-term litigation liabilities were computed by discounting the expected cash flows based on currently available information. The approximate fair values of other assets and liabilities are based on quoted market prices, where available. The carrying values of all other financial instruments approximate their fair values due to the short-term maturities of these assets and liabilities. 7 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES as of December 31 ( in millions) Accounts payable, principally trade Employee compensation and withholdings Litigation Pension and other deferred benefits Property, payroll and other taxes Other Accounts payable and accrued liabilities 1999 $ 612 260 183 40 105 605 $1,805 1998 $ 507 222 475 18 85 717 $2,024 8 COMMON AND PREFERRED STOCK Baxter has several stock-based compensation plans, which are described below. The company applies APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for its plans. Accordingly, no Pro forma income and EPS years ended December 31 ( in millions, except per share data) Pro forma income Pro forma basic EPS Pro forma diluted EPS 1999 $ 728 $2.51 $2.48 1998 $222 $ .78 $ .77 1997 $ 340 $1.22 $1.21 Pro forma compensation expense for stock options and employee- stock subscriptions was calculated using the Black-Scholes model. Fixed stock option plans Stock options have been granted at various dates. All grants have a 10-year initial term and have an exercise price at least equal to 100% of market value on the date of grant. Vesting terms vary, with most outstanding options vesting 100% in three years, 100% in five years, or ratably over three years. Employees of Edwards will be required to exercise any vested options within 90 days from the date of spin-off, which is currently anticipated to occur on March 31, 2000. All unvested options will be canceled 90 days after the date of spin-off. Stock options outstanding at December 31, 1999 (option shares in thousands) Options outstanding Options exercisable Weighted- average remaining Weighted- average exercise price contractual life (years) 3.7 4.6 7.2 8.7 6.1 $24.32 34.17 47.48 63.58 $52.20 Outstanding 1,346 2,222 5,947 9,294 18,809 Range of exercise prices $19 – 26 27 – 40 41 – 51 52 – 84 $19 – 84 Weighted- average exercise price Exercisable 1,346 2,222 4,717 470 $24.32 34.17 47.57 56.34 8,755 $41.06 As of December 31, 1998 and 1997, there were 4,565,000 and compensation cost has been recognized for its fixed stock option 6,314,000 options exercisable, respectively, at weighted-average exercise prices of $30.27 and $29.84, respectively. 42 B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t Stock option activity (option shares in thousands) Options outstanding at January 1, 1997 Granted Exercised Forfeited Options outstanding at December 31, 1997 Granted Exercised Forfeited Options outstanding at December 31, 1998 Granted Exercised Forfeited Options outstanding at December 31, 1999 Shares 12,501 4,208 (2,406) (421) 13,882 4,806 (1,728) (587) 16,373 5,013 (1,958) (619) 18,809 $34.89 47.59 29.04 38.76 39.64 59.83 28.69 49.51 46.37 66.73 39.18 56.73 $52.20 Included in the tables above are grants of certain premium-priced options. During 1998, approximately 450,000 premium-priced stock options were granted with a weighted-average exercise price of $76.78 and a weighted-average fair value of $12.70. During 1996, approximately 2.4 million premium-priced stock options were granted with an exercise price of $51 and a weighted-average fair value of $11.01. All of such options granted in 1998 and 1.7 million of such options granted in 1996 are outstanding at December 31, 1999. Pro forma compensation expense was calculated with the following weighted-average assumptions for grants in 1999, 1998, and 1997, respectively: dividend yield of 1.5%, 1.5% and 2.1%; expected life of six, six and seven years; expected volatility of 29%, 29% and 28%; and risk-free interest rates of 5.4%, 5.3% and 6.2%. The weighted- average fair value of options granted during the year were $22.59, $18.58 and $15.95 in 1999, 1998 and 1997, respectively. Stock options had also been granted to The Baxter Allegiance Foundation (a philanthropic organization). A total of 2,198,478 options had been granted in 1991 and 1992 at a weighted-average exercise price of $31.44. All of the 1,952,253 options outstanding at December 31, 1998 were either exercised or forfeited during 1999. Employee stock purchase plans The company has employee stock purchase plans whereby it is authorized, as of December 31, 1999, to issue up to 10 million shares of common stock to its employees, nearly all of whom are eligible to participate. The purchase price is the lower of 85% of the closing market price on the date of subscription or 85% of the closing market price as defined by the plans. The total subscription amount for each participant cannot exceed 25% of current annual pay. Under the plans, the company sold 777,618, 810,855 and Weighted- average exercise price 760,490 shares to employees in 1999, 1998 and 1997, respectively. Pro forma compensation expense was estimated with the following weighted-average assumptions for 1999, 1998 and 1997, respectively: dividend yield of 1.5%, 1.5% and 2.1%; expected life of one year for all periods; expected volatility of 33% for all periods, and risk-free interest rates of 5.4%, 4.4% and 5.7%. The weighted- average fair value of those purchase rights granted in 1999, 1998 and 1997 was $20.09, $15.16 and $13.27, respectively. Restricted stock and performance-share plans Under various plans, the company has made grants of restricted stock and performance shares in the form of the company’s common stock to provide incentive compensation to key employees and non- employee directors. Under the long-term incentive plan, grants are generally made annually and are earned based on the achievement of financial performance targets, adjusted up or down by the company’s stock performance against the change in the Standard & Poor’s Medical Products and Supplies Index. The restricted shares vest one year after they are earned. At December 31, 1999, 589,950 shares were subject to restrictions, which lapse between 2000 and 2002, and 348,553 shares were subject to restrictions that lapse upon achievement of future performance objectives and related vesting periods. During 1999, 1998 and 1997, 542,500, 242,740 and 24,930 shares, respectively, of restricted stock and performance shares were granted at weighted-average grant-date fair values of $63.99, $58.74 and $51.29 per share, respectively. Shared investment plan In 1999, the company sold approximately 3.1 million shares of the company’s common stock to 142 of Baxter’s senior managers for approximately $198 million in cash. This plan, which is similar to one implemented in 1994, directly aligns management and shareholder interests. The Baxter managers used full-recourse personal bank loans to purchase the stock at the May 3, 1999 closing price of $63.625. Baxter has agreed to guarantee repayment to the banks in the event of default by a participant in the plan. The total outstanding participant loan amount relating to the 1999 Shared Investment Plan at December 31, 1999 was $195 million. B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t 43 at its option, terminate and settle these agreements early at any time End of year Notes to Consolidated Financial Statements Stock repurchase programs In November 1995, the company’s board of directors authorized the repurchase of up to $500 million of common stock over a period of several years, of which $451 million has been repurchased as of December 31, 1999. The remainder of the authorized amount is expected to be repurchased in 2000. In November 1999, the board of directors authorized the repurchase of an additional $500 million over a period of several years. Equity forward agreements In order to partially offset the dilutive effect of stock issuances under the company’s employee stock option plans, the company entered into forward agreements during 1999 with independent third parties related to approximately 7.5 million shares of Baxter common stock. The forward agreements require the company to purchase its common stock from the counterparties on specified future dates and at specified prices. The company can, at its option, require settlement of the agreements with shares of its common stock or, in some cases, cash, in lieu of physical settlement. The company may, before maturity. In conjunction with its stock repurchase program, the company terminated one of the agreements during 1999 prior to original maturity date, delivering approximately $33 million in cash to the counterparty for 500,000 shares of its common stock. As of December 31, 1999, agreements related to approximately 3.3 million shares mature in 2000 at exercise prices ranging from $68 to $71 per share and agreements related to approximately 3.7 million shares mature in 2002 at exercise prices ranging from $73 to $81 per share. Other Approximately 100 million shares of no par value preferred stock are authorized for issuance in series with varying terms as determined by the board of directors. In March 1999, common stockholders received a dividend of one preferred stock purchase right (collectively, the “Rights”) for each share of common stock. These Rights replaced similar rights that expired in March 1999. The Rights may become exercisable at a specified time after (1) a person or group acquires 15% or more of the company’s common stock or (2) a tender or exchange offer for 15% or more of the company’s common stock. Once exercisable, the holder of each Right is entitled to purchase, upon payment of the exercise price, shares of the company’s common stock having a market value equal to two times the exercise price of the Rights. The Rights have a current exercise price of $275. The Rights expire on March 23, 2009, unless earlier redeemed by the company under certain circumstances at a price of $0.01 per Right. 44 B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t 9 RETIREMENT AND OTHER BENEFIT PROGRAMS The company sponsors several qualified and nonqualified pension plans and other postretirement benefit plans for its employees. Reconciliation of plans’ benefit obligations, assets and funded status as of or for the years ended December 31 ( in millions) Benefit obligation Beginning of year Service cost Interest cost Participant contributions Actuarial (gain) loss Acquisitions Curtailment gain Benefit payments Currency exchange-rate changes and other Fair value of plan assets Beginning of year Actual return on plan assets Employer contributions Participant contributions Acquisitions Benefit payments Currency exchange-rate changes and other End of year Funded status Funded status at December 31 Unrecognized transition obligation Unrecognized net gains Unrecognized prior-service cost Pension benefits Other benefits 1999 1998 1999 1998 $1,427 48 103 2 (148) 1 (7) (76) $1,305 41 96 2 60 – (3) (74) $ 200 3 13 3 (30) – (3) (11) $ 202 3 14 3 (12) – – (10) (6) – 1,344 1,427 – 175 – 200 1,472 302 13 2 11 (76) 1,309 179 53 2 – (74) – 3 1,724 1,472 – – 8 3 (11) – – – – 7 3 – (10) – – 380 45 (175) (200) 9 (390) (3) 18 (66) 2 – (98) – – (75) – Net amount recognized $ (4) $ (1) $(273) $(275) Prepaid benefit cost Accrued benefit liability $ 121 (125) $ 119 (120) $ – (273) $ – (275) Net amount recognized $ (4) $ (1) $(273) $(275) The accumulated benefit obligation is in excess of plan assets for certain of the company’s pension plans. The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for these plans was $140 million, $128 million and $23 million, respectively, at December 31, 1999, and $146 million, $123 million and $18 million, respectively, at December 31, 1998. Net periodic benefit cost years ended December 31 ( in millions) 1999 1998 1997 Pension benefits Service cost Interest cost Expected return on plan assets Amortization of prior service cost Amortization of transition obligation Net periodic pension benefits cost Other benefits Service cost Interest cost Recognized actuarial gain Net periodic other benefits cost $48 102 (133) 1 6 $24 $ 3 12 (7) $ 8 $41 96 (117) 1 6 $27 $ 3 14 (6) $11 $36 90 (109) 2 6 $25 $ 3 14 (6) $11 The net periodic benefit cost amounts pertain to both continuing and discontinued operations. Assumptions used in determining benefit obligations Discount rate U.S. and Puerto Rico plans International plans (average) 8.25% 5.7% 7.25% 5.4% 8.25% n/a 7.25% n/a Expected return on plan assets U.S. and Puerto Rico plans International plans (average) 10.5% 6.9% 10.5% 7.0% Rate of compensation increase U.S. and Puerto Rico plans International plans (average) 4.5% 4.1% 4.5% 4.2% n/a n/a n/a n/a n/a n/a n/a n/a Annual rate of increase in the per-capita cost Rate decreased to By the year ended n/a n/a n/a n/a n/a n/a 7.5% 5.5% 8.0% 5.0% 2002 2002 Effect of a one percent change in assumed health-care cost trend rate One percent increase One percent decrease ( in millions) 1999 1998 1999 1998 Effect on total of service and interest cost components Effect on postretirement benefit obligation $2 21 $3 28 $2 18 $2 22 With respect to employees of the CardioVascular business, the company has announced its intent to freeze benefits at the date of spin-off under the U.S. defined benefit pension plan and under other plans that provide retirees with health-care and life insurance benefits. The pension liability related to such employees’ service prior to the spin-off date will remain with Baxter. Included in net costs associated with effecting the business distribution in 1999 was a $5 million gain (net of tax of $4) relating to these benefit plan curtailments. 10 INTEREST AND OTHER (INCOME) EXPENSE Interest expense, net years ended December 31 ( in millions) 1999 1998 1997 Interest, net Interest costs Interest costs capitalized Allocated to discontinued operation Allocated to continuing operations $165 (13) 152 (35) $117 $ 30 $ 87 $198 (5) 193 (32) $161 $ 37 $124 $206 (8) 198 (35) $163 $ 32 $131 The allocation of interest to continuing and discontinued operations was based on relative net assets of these operations. Other expense (income) years ended December 31 ( in millions) 1999 1998 1997 Equity in (income) losses of affiliates Asset dispositions, net Foreign exchange Other Total other expense (income) $ 5 13 (8) 1 $11 $ 3 (23) – 2 $(18) $ (2) (48) (22) 38 $(34) 11 INCOME TAXES U.S. federal income tax returns filed by Baxter International Inc. through December 31, 1994, have been examined and closed by the Internal Revenue Service. The company has ongoing audits in U.S. Pension benefits Other benefits Interest expense Interest income 1999 1998 1999 1998 Total interest, net Most U.S. employees are eligible to participate in a qualified defined and international jurisdictions. In the opinion of management, the contribution plan. Company matching contributions relating to company has made adequate provisions for tax expenses for all continuing operations were $14 million, $14 million and $11 million in years subject to examination. 1999, 1998 and 1997, respectively. B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t 45 Notes to Consolidated Financial Statements Income before income tax expense by category Income tax expense rate reconciliation years ended December 31 ( in millions) U.S. International 1999 $ 330 722 1998 $ 78 415 1997 $167 403 Income from continuing operations before income taxes and cumulative effect of accounting change $1,052 $493 $570 Income tax expense years ended December 31 ( in millions) 1999 1998 1997 Current U.S. Federal State and local International Current income tax expense Deferred U.S. Federal State and local International Deferred income tax expense (benefit) $ (12) 35 151 174 68 17 14 99 $119 3 151 273 (3) 5 (57) (55) $ 91 (19) 125 197 (49) 25 26 2 Income tax expense $273 $218 $199 The income tax for continuing operations was calculated as if Baxter were a stand-alone entity (without income from the discontinued operation). Deferred tax assets and liabilities years ended December 31 ( in millions) 1999 1998 1997 Deferred tax assets Accrued expenses Accrued postretirement benefits Alternative minimum tax credit Tax credits and net operating losses Valuation allowances Total deferred tax assets Deferred tax liabilities Asset basis differences Subsidiaries’ unremitted earnings Other Total deferred tax liabilities $389 102 162 100 (43) 710 471 160 35 666 $349 103 164 179 (34) 761 473 188 13 674 $280 103 114 136 (45) 588 510 91 4 605 years ended December 31 ( in millions) Income tax expense at statutory rate Tax-exempt operations State and local taxes Repatriation of foreign earnings Foreign tax expense IPR&D expense Other factors Income tax expense 1999 $368 (134) 23 – 18 – (2) $273 1998 $172 (120) (3) 87 46 41 (5) $218 1997 $200 (114) (7) – 43 77 – $199 The company has received a tax-exemption grant from Puerto Rico, which provides that its manufacturing operations will be partially exempt from local taxes until the year 2002. Appropriate taxes have been provided for these operations assuming repatriation of all available earnings. In addition, the company has other manufacturing operations outside the United States, which benefit from reductions in local tax rates under tax incentives that will continue at least until 2002. U.S. federal income taxes, net of available foreign tax credits, on unremitted earnings deemed permanently reinvested would be approximately $371 million as of December 31, 1999. 12 LEGAL PROCEEDINGS, COMMITMENTS & CONTINGENCIES Baxter International Inc. and certain of its subsidiaries are named as defendants in a number of lawsuits, claims and proceedings, including product liability claims involving products now or formerly manufactured or sold by the company or by companies that were acquired by Baxter. These cases and claims raise difficult and complex factual and legal issues and are subject to many uncertainties and complexities, including, but not limited to, the facts and circumstances of each particular case or claim, the jurisdiction in which each suit is brought, and differences in applicable law. Accordingly, in many cases, the company is not able to estimate the amount of its liabilities with respect to such matters. Upon resolution of any pending legal matters, Baxter may incur Net deferred tax asset (liability) $ 44 $ 87 $ (17) charges in excess of presently established reserves. While such a There are $4 million and $15 million of foreign tax credit carryforwards which expire in 2002 and 2003, respectively. future charge could have a material adverse impact on the company’s net income and net cash flows in the period in which it is recorded or paid, management believes that no such charge would have a material adverse effect on Baxter’s consolidated financial position. Following is a summary of certain legal matters pending against the company. For a more extensive description of such matters and other lawsuits, claims and proceedings against the company, see Baxter’s Annual Report on Form 10-K for the year ended December 31, 1999. 46 B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t Mammary implant litigation The mammary implant litigation includes issues related to which of The company, together with certain of its subsidiaries, is currently a Baxter’s insurers are responsible for covering each matter and the defendant in various courts in a number of lawsuits brought by extent of the company’s claims for contribution against third parties. individuals, all seeking damages for injuries of various types allegedly Baxter believes that a substantial portion of its liability and defense caused by silicone mammary implants formerly manufactured by the costs for mammary implant litigation will be covered by insurance, Heyer-Schulte division (Heyer-Schulte) of American Hospital Supply subject to self-insurance retentions, exclusions, conditions, coverage Corporation (AHSC). AHSC, which was acquired by the company in gaps, policy limits and insurer solvency. 1985, divested its Heyer-Schulte division in 1984. Plasma-based therapies litigation A class action on behalf of all women with silicone mammary Baxter currently is a defendant in a number of claims and lawsuits implants was filed in March 1994. The class action was certified for brought by individuals who have hemophilia, all seeking damages for settlement purposes only by the federal court in which it was filed in injuries allegedly caused by antihemophilic factor concentrates VIII or IX September 1994, and the settlement terms were subsequently derived from human blood plasma (factor concentrates) processed by revised and approved in December 1995. The monetary provisions the company from the late 1970s to the mid-1980s. The typical case or of the settlement provide compensation for all present and future claim alleges that the individual was infected with the HIV virus by factor plaintiffs and claimants through a series of specific funds and a concentrates, which contained the HIV virus. None of these cases disease-compensation program involving certain specified medical involves factor concentrates currently processed by the company. conditions. All appeals directly challenging the settlement have been dismissed. In January 1996, Baxter, Bristol-Myers Squibb Company In addition, Immuno has unsettled claims for damages for injuries and Minnesota Mining and Manufacturing Company each paid allegedly caused by its plasma-based therapies. A portion of the $125 million into the court-established fund as an initial fund to pay liability and defense costs related to these claims will be covered by claims under the settlement. In addition to the class action, there are insurance, subject to exclusions, conditions, policy limits and other a large number of individual suits currently pending against the factors. In addition, pursuant to the stock purchase agreement company, primarily consisting of plaintiffs who have opted-out of between the company and Immuno, approximately 84 million Swiss the class action. Francs of the purchase price was withheld to cover these contingent liabilities. In April 1999, the stock purchase agreement between the In 1993, Baxter accrued $556 million for its estimated liability company and Immuno was amended to revise the holdback amount resulting from the settlement of the mammary related class action from 84 million Swiss Francs to 26 million Swiss Francs (or approxi- and recorded a receivable for estimated insurance recoveries totaling mately $16 million at December 31, 1999) in consideration for an $426 million, resulting in a net charge of $130 million. In 1995, based April 1999 payment by the company of 29 million Swiss Francs to on a continuing evaluation of this litigation, the company accrued an Immuno as additional purchase price. Based on management’s additional $298 million for its estimated liability to litigate or settle estimates, the company has recorded an appropriate liability and cases and claims involving opt-outs and recorded an additional related insurance receivable with regard to the matters above. receivable for estimated insurance recoveries totaling $258 million, resulting in an additional net charge of $40 million. In 1998, the Baxter is also currently a defendant in a number of claims and company accrued an additional $250 million for its estimated liability lawsuits, including one certified class action in the U.S.D.C. for the resulting from the class action settlement and remaining opt-out Central District of California, brought by individuals who infused the cases and claims, and recorded a receivable for related estimated company’s Gammagard® IVIG (intravenous immunoglobulin), all of insurance recoveries of $121 million, resulting in an additional net whom are seeking damages for Hepatitis C infections allegedly charge of $129 million. caused by infusing Gammagard® IVIG. In December 1999, the U.S.D.C. for the Central District of California granted preliminary In December 1998, a panel of independent medical experts approval to a proposed settlement of the class action agreed upon appointed by a federal judge announced their findings that reported by plaintiffs’ class counsel and Baxter that would provide financial medical studies contained no clear evidence of a connection compensation for U.S. individuals who used Gammagard® IVIG between silicone mammary implants and traditional or atypical between January 1993 and February 1994. systemic diseases. In June 1999, a similar conclusion was announced by a committee of independent medical experts from the Baxter believes that a substantial portion of the liability and defense Institute of Medicine, an arm of the National Academy of Sciences. costs related to its plasma-based therapies litigation will be covered by insurance, subject to self-insurance retentions, exclusions, conditions, coverage gaps, policy limits and insurer solvency. B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t 47 Notes to Consolidated Financial Statements In 1993, the company accrued $131 million for its estimated worldwide liability for litigation and settlement expenses involving factor concentrates cases and recorded a receivable for insurance coverage of $83 million, resulting in a net charge of $48 million. In 1995, significant developments occurred, primarily in the United States, Europe and Japan relative to claims and litigation pertaining to Baxter’s plasma-based therapies. The company revised its estimated exposure from the $131 million previously recorded for factor concentrates litigation to $378 million for all litigation relating to plasma-based therapies, including the factor concentrates litigation and the Gammagard ® IVIG litigation. Related estimated insurance recoveries were revised from $83 million for factor concentrates to $274 million for all plasma-based therapies. This resulted in a net charge of $56 million in 1995. The company further revised its estimate of liabilities and insurance recoveries in 1998, and accrued an additional $180 million for its estimated liability for plasma-based therapies litigation and other litigation and recorded a receivable for related estimated insurance recoveries of $131 million, for a net charge of $49 million. Other litigation As of September 30, 1996, Allegiance Corporation (Allegiance) assumed the defense of litigation involving claims related to Allegiance’s businesses, including certain claims of alleged personal injuries as a result of exposure to natural rubber latex gloves. Allegiance has not been named in most of this litigation but will be defending and indemnifying Baxter pursuant to certain contractual obligations for all expenses and potential liabilities associated with claims pertaining to latex gloves. In addition to the cases discussed above, Baxter is a defendant in a number of other claims, investigations and lawsuits, including certain environmental proceedings. Based on the advice of counsel, management does not believe that, individually or in the aggregate, these other claims, investigations and lawsuits will have a material adverse effect on the company’s results of operations, cash flows or consolidated financial position. Commitment In November 1999, the company and Nexell entered into an agreement whereby Baxter agreed to guarantee certain amounts, up to a maximum of $63 million, associated with a private placement by Nexell of preferred stock and other securities. 13 SEGMENT INFORMATION Baxter’s continuing operations are comprised of three segments, each of which are strategic businesses that are managed separately because each business develops, manufactures and sells distinct products and services. The segments are as follows: I.V. Systems/Medical Products, technologies and systems to provide intravenous fluid and drug delivery; Blood Therapies, biopharmaceutical and blood-collection and separation products and technologies; and Renal, products and services to treat end-stage kidney disease. As discussed in Note 2, the company plans to spin off Edwards to Baxter shareholders. Financial information for Edwards, which is substantially the same as the former CardioVascular segment, is now being reported as a discontinued operation. The three segments’ principal products include intravenous solutions and infusion pumps; blood-clotting therapies, vaccines, and machines for collecting, separating and storing blood; and dialysis equipment, solutions and supplies. The company’s products and services are used in more than 100 countries, with the principal markets being the United States, Europe, Japan and Latin America. Management utilizes more than one measurement and multiple views of data to measure segment performance and to allocate resources to the segments. However, the dominant measurements are consistent with the company’s consolidated financial statements and, accordingly, are reported on the same basis herein. Management evaluates the performance of its segments and allocates resources to them primarily based on pretax income along with cash flows and overall economic returns. Intersegment sales are generally accounted for at amounts comparable to sales to unaffiliated customers, and are eliminated in consolidation. The accounting policies of the segments are substantially the same as those described in the summary of significant accounting policies, as discussed in Note 1. Certain items are maintained at the company’s corporate headquarters (Corporate) and are not allocated to the segments. They primarily include most of the company’s debt and cash and equivalents and related net interest expense, corporate headquarters costs, certain non-strategic investments and nonrecurring gains and losses, deferred income taxes, certain foreign currency fluctuations, hedging activities, and certain litigation liabilities and related insurance receivables. 48 B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t as of or for the years ended December 31 ( in millions) 1999 Net sales Depreciation and amortization Pretax income Assets Expenditures for long-lived assets 1998 Net sales Depreciation and amortization Pretax income Assets Expenditures for long-lived assets 1997 Net sales Depreciation and amortization Pretax income Assets Expenditures for long-lived assets I.V. Systems/ Medical Products Blood Therapies Renal Other Total $2,524 145 424 2,447 175 $2,314 137 392 2,257 146 $2,110 128 331 1,937 135 $2,176 114 435 2,632 235 $1,862 101 404 2,655 212 $1,765 98 375 2,305 191 $1,680 81 318 1,342 125 $1,530 81 223 1,353 129 $1,384 67 301 1,055 100 – $ 32 (125) 3,223 96 – $ 25 (526) 3,608 69 – $ 25 (437) 3,215 28 $6,380 372 1,052 9,644 631 $5,706 344 493 9,873 556 $5,259 318 570 8,512 454 Included in 1997 pretax income for the Blood Therapies segment is a With respect to depreciation and amortization, and expenditures for $17 million gain relating to the disposal of a non-strategic investment, long-lived assets, the difference between the segment totals and the and a $32 million gain relating to the divestiture of certain assets of consolidated totals related to assets maintained at Corporate. the Immunotherapy division. as of or for the years ended December 31 ( in millions) Pretax income Total pretax income from segments Unallocated amounts In-process research and development expense Charge for exit and other reorganization costs Net litigation charge Interest expense, net Certain currency exchange rate fluctuations Gain on disposal of investment Other Corporate items Consolidated income from continuing operations before income taxes and cumulative effect of accounting change Geographic information 1999 1998 1997 The following geographic area data include net sales based on product shipment destination and long-lived assets based on $1,177 $1,019 $1,007 physical location. – (116) (220) as of or for the years ended December 31 ( in millions) – – (87) 25 – (63) (122) (178) (124) 27 20 (33) – – (131) 41 – (127) Net sales United States Japan Other countries Consolidated totals Long-lived assets United States Austria Other countries 1999 1998 1997 $2,921 482 2,977 $2,609 405 2,692 $2,371 416 2,472 $6,380 $5,706 $5,259 $1,361 344 945 $1,250 326 869 $1,078 304 761 $1,052 $ 493 $ 570 Consolidated totals $2,650 $2,445 $2,143 Assets Total segment assets Unallocated assets 1999 1998 1997 $6,421 $6,265 $5,297 Cash and equivalents Deferred income taxes Insurance receivables Net assets of discontinued operation Other Corporate assets 606 417 417 1,231 552 709 583 639 1,275 402 465 280 735 1,337 398 Consolidated total assets $9,644 $9,873 $8,512 B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t 49 Notes to Consolidated Financial Statements 14 QUARTERLY FINANCIAL RESULTS AND MARKET FOR THE COMPANY’S STOCK (UNAUDITED) years ended December 31 ( in millions, except per share data) 1999 Net sales Gross profit Income from continuing operations before cumulative effect of accounting change Net income Per common share Income from continuing operations before cumulative effect of accounting change Basic Diluted Net income 1, 2 Basic Diluted Dividends Market price High Low 1998 Net sales Gross profit Income (loss) from continuing operations 3, 4 Net income (loss) 3, 4 Per common share Income (loss) from continuing operations 3, 4 Basic Diluted Net income (loss) 3, 4 Basic Diluted Dividends Market price High Low First quarter $1,462 625 162 151 .56 .55 .53 .52 .2910 75.94 62.56 Second quarter $1,560 690 189 207 .65 .64 .71 .70 .2910 68.63 60.38 Third quarter $1,589 713 197 210 .67 .67 .72 .71 .2910 70.75 58.69 Fourth quarter $1,769 784 231 229 .80 .78 .79 .77 .2910 68.75 59.31 $1,256 $1,419 $1,427 $1,604 563 148 164 .53 .52 .59 .58 654 52 63 .18 .18 .22 .22 .2910 .2910 62.44 48.50 59.56 51.50 633 (127) (124) (.44) (.44) (0.43) (0.43) .2910 63.50 52.38 714 202 212 .70 .69 .74 .73 .2910 66.00 56.38 Total year $6,380 2,812 779 797 2.69 2.64 2.75 2.70 1.164 75.94 58.69 $5,706 2,564 275 315 .97 .95 1.11 1.09 1.164 66.00 48.50 1. The first quarter includes a $27 million charge for the cumulative effect of an accounting change. 2. The fourth quarter includes $19 million in net costs associated with effecting the distribution of the CardioVascular business. 3. The second quarter includes a $116 million charge for in-process research and development relating to the acquisition of Somatogen. 4. The third quarter includes a $178 million net litigation charge and a $122 million charge for exit and other reorganization costs. Baxter common stock is listed on the New York, Chicago and Pacific Exchange is the principal market on which the company’s common Stock Exchanges, on the London Stock Exchange and on the Swiss stock is traded. At January 31, 2000, there were approximately stock exchanges of Zurich, Basel and Geneva. The New York Stock 60,800 holders of record of the company’s common stock. 50 B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t Directors and Executive Officers BOARD OF DIRECTORS Walter E. Boomer President and Chief Executive Officer Rogers Corporation Pei-yuan Chia Retired Vice Chairman Citicorp and Citibank, N.A. John W. Colloton Vice President for Statewide Health Services The University of Iowa Susan Crown Vice President Henry Crown and Company EXECUTIVE OFFICERS Baxter International Inc. Brian P. Anderson 1, 2 Senior Vice President and Chief Financial Officer Timothy B. Anderson 1, 2 Group Vice President Corporate Strategy and Development Kshitij Mohan Corporate Vice President Corporate Research and Technical Services John L. Quick Corporate Vice President Quality/Regulatory John F. Gaither, Jr. 1, 2 Corporate Vice President Corporate Development Jan Stern Reed 1, 2 Corporate Secretary and Assistant General Counsel Harry M. Jansen Kraemer, Jr. 1, 2 Chairman and Chief Executive Officer Thomas J. Sabatino, Jr. 1, 2 Corporate Vice President and General Counsel Steven J. Meyer 1, 2 Treasurer Michael J. Tucker Senior Vice President Human Resources Mary Johnston Evans Former Director and Vice Chairman Amtrak Frank R. Frame Retired Deputy Chairman The Hongkong and Shanghai Banking Corporation Limited Harry M. Jansen Kraemer, Jr. Chairman and Chief Executive Officer Baxter International Inc. Arnold J. Levine, Ph.D. President The Rockefeller University Martha R. Ingram Chairman of the Board Ingram Industries Inc. Georges C. St. Laurent, Jr. Retired Chief Executive Officer Western Bank Thomas T. Stallkamp Vice Chairman and Chief Executive Officer MSX International Monroe E. Trout, M.D. Chairman of the Board Cytyc Corporation Fred L. Turner Senior Chairman McDonald’s Corporation HONORARY DIRECTOR William B. Graham Chairman Emeritus of the Board Baxter International Inc. Baxter World Trade Corporation Baxter Healthcare Corporation Eric A. Beard Corporate Vice President and President Global Hemodialysis and Europe David F. Drohan Corporate Vice President and President I.V. Systems/Medical Products Carlos del Salto Senior Vice President Intercontinental/Asia and President Latin America Thomas H. Glanzmann 1 Corporate Vice President and President Hyland Immuno J. Robert Hurley Corporate Vice President Japan/China Donald W. Joseph 1 Group Vice President Renal J. Michael Gatling Corporate Vice President Global Manufacturing Operations Jack L. McGinley 2 Group Vice President I.V. Systems/Medical Products, Renal and Fenwal David C. McKee 2 Corporate Vice President and Deputy General Counsel Michael A. Mussallem 2 Group Vice President CardioVascular and Biopharmaceuticals 1. Also an executive officer of Baxter Healthcare Corporation 2. Also an executive officer of Baxter World Trade Corporation As of February 23, 2000 B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t 51 Company Information CORPORATE HEADQUARTERS STOCK TRANSFER AGENT INFORMATION RESOURCES INVESTOR RELATIONS Baxter International Inc. Correspondence concerning One Baxter Parkway Baxter International stock hold- Internet Deerfield, IL 60015-4633 ings, lost or missing certificates www.baxter.com Securities analysts, investment professionals and investors seeking additional investor Telephone: (847) 948-2000 or dividend checks, duplicate Please visit our Internet site for: information should contact: Internet: www.baxter.com mailings or changes of address • General company information Baxter Investor Relations should be directed to: • Corporate news or earnings Telephone: (847) 948-4551 STOCK EXCHANGE LISTINGS First Chicago Trust Company, releases Ticker Symbol: BAX a division of EquiServe Baxter common stock is listed P.O. Box 2500 on the New York, Chicago and Jersey City, NJ 07303-2500 • Annual report • Form 10-K • Form 10-Q Pacific Stock Exchanges, on the Telephone: (800) 446-2617 or • Proxy Statement CUSTOMER INQUIRIES Customers who would like general information about Baxter’s products and services may call London Stock Exchange and on (201) 324-0498 • Annual environmental report the Center for One Baxter toll the Swiss stock exchanges of Internet: www.equiserve.com free in the United States at Zurich, Basel and Geneva. Stockholders may elect to view (800) 422-9837, or by dialing The New York Stock Exchange Correspondence concerning future proxy materials and annual (847) 948-4770. is the principal market on which Baxter International Contingent reports on line via the Internet the company’s common stock Payment Rights related to the instead of receiving them by © Baxter International Inc., is traded. acquisition of Somatogen, Inc. mail. Simply provide your e-mail 2000. All rights reserved. should be directed to: address to our stock transfer References in this report to ANNUAL MEETING U.S. Bank Trust National agent, First Chicago Trust Baxter are intended to refer The 2000 Annual Meeting of Association Company, at (800) 446-2617. collectively to Baxter Stockholders will be held on Telephone: (800) 934-6802 or We then will discontinue mailing International Inc. and its U.S. Tuesday, May 2, at 10:00 a.m. at the Drury Lane Oak Brook in (312) 228-9455 these materials to you and notify and international subsidiaries you via e-mail how to access and their operating divisions. Oakbrook Terrace, Illinois. DIVIDEND REINVESTMENT them. The company offers an automatic dividend-reinvestment program to Stockholders also may access all holders of Baxter International personal account information on Inc. common stock. A detailed line via the Internet by visiting brochure is available on request www.equiserve.com and from: selecting the “Account Access” First Chicago Trust Company, menu. a division of EquiServe P.O. Box 2598 By Mail Jersey City, NJ 07303-2598 Information also is available by Telephone: (800) 446-2617 or mail on request from: (201) 324-0498 Baxter International Inc. Internet: www.equiserve.com Investor Relations One Baxter Parkway Deerfield, Illinois 60015-4633 Telephone: (847) 948-4550 52 B a x t e r I n t e r n a t i o n a l 1 9 9 9 A n n u a l R e p o r t Five-Year Summary of Selected Financial Data as of or for the years ended December 31 1999 19981 19972 Net sales $ 6,380 5,706 5,259 OPERATING RESULTS (in millions) BALANCE SHEET AND CASH FLOW INFORMATION (in millions) COMMON STOCK INFORMATION Income from continuing operations Depreciation and amortization Research and development expenses5 Capital expenditures Total assets Long-term debt and lease obligations Cash flows from continuing operations Cash flows from discontinued operation Cash flows from investing activities Cash flows from financing activities Average number of common shares outstanding (in millions) 6 Income from continuing operations per common share Basic Diluted Cash dividends declared per common share Year-end market price per common share $ $ $ $ 779 372 332 631 $ 9,644 $ 2,601 977 106 (735) (445) $ $ $ $ $ $ 275 344 323 556 9,873 3,096 837 102 (872) 173 371 318 339 454 8,511 2,635 472 86 (1,083) 265 19963 4,583 505 269 291 362 7,407 1,695 530 108 (552) 216 19954 4,318 322 270 296 357 9,282 2,372 479 813 (308) (996) 290 284 278 272 277 2.69 2.64 .97 .95 1.34 1.31 1.85 1.82 1.16 1.15 $ 1.164 1.164 1.139 1.17 1.11 $62.8125 64.3125 50.44 41.00 41.88 OTHER INFORMATION Net-debt-to-capital ratio 40.2% 48.4% 46.9% 33.8% 36.3% “Operational cash flow” from continuing operations (in millions)7 $ 588 Total shareholder return8 (0.5%) 379 30.1% 153 25.9% 341 14.1% 246 52.6% Common stockholders of record at year-end 61,200 61,000 62,900 65,400 74,400 1. Income from continuing operations includes charges for in-process research and development, net litigation, and exit and other reorganization costs of $116 million, $178 million and $122 million, respectively. 2. Income from continuing operations includes a charge for in-process research and development of $220 million. 3. Certain balance sheet and other data are affected by the spin-off of Allegiance Corporation, which occurred on September 30, 1996. 4. Income from continuing operations includes charges for net litigation of $96 million and exit and other reorganization costs of $103 million. 5. Excludes charges for in-process research and development, as noted above. 6. Excludes common stock equivalents. 7. The company’s internal “operational cash flow” measurement is defined on page 27 and is not a measure defined by generally accepted accounting principles. 8. Represents the total of appreciation in market price plus cash dividends paid on common shares for the year. 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