Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to market risk from changes in foreign currency exchange
rates and interest rates that could impact its financial position, results of
operations and cash flows. The Company manages its exposure to these market
risks through its regular operating and financing activities and, when deemed
appropriate, through the use of derivative financial instruments. The Company
uses derivative financial instruments as risk management tools and not for
trading purposes. In addition, derivative financial instruments are entered into
with a diversified group of major financial institutions in order to manage the
Company's exposure to non-performance on such instruments.
Foreign Currency Risk Management: The Company generates a portion of Net
revenue from sales to customers located outside the United States, principally
in Europe. International sales are generated mostly from international
subsidiaries in the local countries with the sales typically denominated in the
local currency of the respective country. These subsidiaries also incur most of
their expenses in the local currency. Accordingly, most international
subsidiaries use the local currency as their functional currency. International
business, by its nature, is subject to risks including, but not limited to:
differing economic conditions, changes in political climate, differing tax
structures, other regulations and restrictions, and foreign exchange rate
volatility. Accordingly, future results could be adversely impacted by changes
in these or other factors.
The Company has established programs to protect against adverse changes in
exchange rates due to foreign currency volatility. The Company believes that the
foreign currency risks to which it is exposed are not reasonably likely to have
a material adverse effect on the Company's financial position, results of
operations or cash flows due to the high concentration of sales in the United
States. No single foreign currency accounted for 5% or more of 2001 or 2000
worldwide net revenue, except for the British pound sterling, which accounted
for 5% and 7% of 2001 and 2000 worldwide net revenue, respectively. On January
1, 2002, 12 member countries of the European Union adopted the Euro as a new
common legal currency. Collectively, these countries accounted for 11% of both
2001 and 2000 worldwide Net revenue.
Interest Rate Risk Management: The fair value of the Company's fixed-rate
long-term debt is sensitive to changes in interest rates. Interest rate changes
result in gains/losses in the market value of this debt due to differences
between the market interest rates and rates at the inception of the debt
obligation. The Company manages this exposure to interest rate changes primarily
through the use of interest rate swaps. The Company has swapped an appropriate
amount of its fixed rate debt into variable rate debt to maintain a
fixed-to-variable ratio of approximately 1 to 1 on its total debt position,
consistent with the Company's debt management philosophy.
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At December 31, 2001, the notional/contract amounts, carrying values and fair
values of the Company's financial instruments were as follows:
(Dollar amounts in millions) Notional/
Description Contract Amount Carrying Value Fair Value
Forward contracts (1) $438.8 $17.9 $17.9
Option contracts (1) 796.4 12.9 12.9
Interest rate swaps 1,500.0 12.8 12.8
Outstanding debt (2) 9,445.5 9,454.6 9,607.7
(1) If the value of the U.S. dollar were to increase or decrease by 10%, in
relation to all hedged foreign currencies, the net receivable on the
forward and option contracts would decrease or increase by approximately
$68.6.
(2) If the interest rates were to increase or decrease by one percentage point,
the fair value of the outstanding debt would increase or decrease by
approximately $215.1.
The estimated fair values approximate amounts at which these financial
instruments could be exchanged in a current transaction between willing parties.
Therefore, fair values are based on estimates using present value and other
valuation techniques that are significantly affected by the assumptions used
concerning the amount and timing of estimated future cash flows and discount
rates that reflect varying degrees of risk. Specifically, the fair value of
forward contracts and interest rate swaps reflects the present value of the
future potential gain if settlement were to take place on December 31, 2001; the
fair value of option contracts reflects the present value of future cash flows
if the contracts were settled on December 31, 2001; and the fair value of
outstanding debt instruments reflects a current yield valuation based on
observed market prices as of December 31, 2001.
Forward-Looking Information and Factors That May Affect Future Results
This Annual Report, including management's discussion and analysis set forth
herein, contains certain forward-looking statements, including, among other
things, statements regarding the Company's results of operations, future impact
of presently known trends, Euro currency, competition, liquidity, financial
condition and capital resources, Premarin, Enbrel supply, Meningitec sales,
foreign currency and interest rate risk, the nationwide, class action settlement
relating to Redux and Pondimin, and additional litigation charges related to
Redux and Pondimin including those for opt outs. These forward-looking
statements are based on current expectations of future events that involve risks
and uncertainties, including, without limitation, risks associated with the
inherent uncertainty of pharmaceutical research, product development,
manufacturing and commercialization, and economic conditions, including interest
and currency exchange rate fluctuations, the impact of competitive or generic
products, product liability and other types of lawsuits, the impact of
legislative and regulatory compliance and product approval obtainment, and
patents. From time to time, we also may provide oral or written forward-looking
statements in other materials we release to the public. However, the Company
assumes no obligation to publicly update any forward-looking statements, whether
as a result of new information, future events or otherwise. Certain additional
factors which could cause the Company's actual results to differ materially from
expected and historical results have been identified by the Company in Exhibit
99 to the Company's 2000 Annual Report on Form 10-K, and the Company's 2001
Annual Report on Form 10-K, which will be filed by April 1, 2002, as well as the
sections identified below.
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Future Impact of Presently Known Trends
Pension Assets and Other Postretirement Plan Assumptions
As a result of the recent retraction in the global equity markets, the Company
has experienced a significant reduction in the market value of assets held by
the Company's pension plan. The Company's pension plan assets also were
decreased by the normal annual benefit payments, which historically have been
offset by the positive actual return on plan assets. In order to mitigate the
decline, the Company made a $400.0 million funding contribution to the U.S.
Non-bargaining pension plan in December 2001. Despite the contribution, the
market value decline is expected to negatively impact pension expense in 2002.
In addition, based on an annual internal study of actuarial assumptions, the
expected long-term rate of return on plan assets and discount rate both have
been decreased by 25 basis points to 9.25% and 7.25%, respectively. As a result
of these developments, the 2002 net periodic benefit cost for pensions is
anticipated to be approximately $40.0 million to $50.0 million higher than in
2001. The Company also has reviewed the principal actuarial assumptions relating
to its other postretirement plan. In response to the recent increase in health
care costs in the United States, the Company has increased the health care cost
trend rate to 9.5% for 2001, decreasing to 5.0% by 2005. In reviewing
postretirement claims data and other related assumptions, the Company believes
that this trend rate increase appropriately reflects the trend aspects of the
Company's postretirement plan as of December 31, 2001. As a result of the
increase in the health care cost trend rate, the 2002 net periodic benefit cost
for other postretirement benefits is anticipated to be approximately $10.0
million to $20.0 million higher than in 2001.
Proposed Acquisition of Immunex by Amgen
In December 2001, Amgen Inc. and Immunex signed a definitive agreement providing
for Amgen to acquire Immunex in a merger transaction. The terms of the agreement
require that each share of Immunex common stock be exchanged for 0.44 shares of
Amgen common stock and $4.50 in cash. Upon completion of the merger transaction,
the Company would receive over $1,000.0 million in cash proceeds, based upon the
number of shares the Company owned of Immunex as of December 31, 2001. The
Company may use these cash proceeds to repay outstanding debt obligations, fund
ongoing programs of capital expenditures or fund other working capital
requirements.
Potential Tax Refund
On October 5, 2001, the U.S. District Court for the District of Columbia entered
judgment in favor of the Company in Boca Investerings Partnership v. U.S., in
which the Company challenged the disallowance by the Internal Revenue Service
(IRS) of a capital loss deduction in 1990 related to a partnership investment.
The Court ordered the IRS to refund the tax paid, approximately $226.0 million,
together with interest. The IRS has appealed the decision and, as a result, the
Company has not recognized this anticipated refund in its 2001 Consolidated
Financial Statements.
Impact of Recently Issued Accounting Standards
As of January 1, 2002, the Company adopted SFAS No. 142, Goodwill and Other
Intangible Assets, which requires, among other things, the ceasing of
amortization of goodwill and certain indefinite lived intangibles. In accordance
with the adoption of SFAS No. 142, the Company will cease amortizing goodwill.
Included in Selling, general and administrative expenses for 2001 was
approximately $160.5 million ($153.9 million after-tax or $0.12 per
share-diluted) of goodwill amortization. The Company currently is assessing the
impact the new impairment testing requirements may have on its financial
position, results of operations and cash flows.
In April 2001, the EITF reached a consensus on Issue No. 00-25, Vendor Income
Statement Characterization of Consideration Paid to a Reseller of the Vendor's
Products. EITF No. 00-25 requires the cost of certain vendor considerations be
classified as a reduction of revenue rather than a marketing expense. The
Company will adopt the provisions of EITF No. 00-25 effective January 1, 2002.
The adoption of EITF No. 00-25 will result in reclassifications of certain
marketing expenses to revenues and will have no effect on income from continuing
operations. The Company does not anticipate the adoption of this consensus to
significantly affect the growth rate of net revenues.
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Critical Accounting Policies
The Company does not consider any specific accounting policies to be critical to
the economic success of the entity. The Company does not participate in, nor has
created, any off-balance sheet financing or other off-balance sheet special
purpose entities, other than operating leases. In addition, the Company does not
enter into any derivative financial instruments for trading purposes and uses
derivative financial instruments solely for managing its exposure to certain
market risks from changes in foreign currency exchange rates and interest rates.
Euro Currency
On January 1, 2002, Euro banknotes and coins were introduced in 12 of the 15
member states of the European Union. The new common legal currency replaces the
individual national currencies that currently are being withdrawn. The Company
has effectively converted to the new single currency by identifying critical
areas affected by the change and by successfully implementing programs to
facilitate transition. The costs related to the Euro conversion and transition
period did not have a material adverse effect on the Company's financial
position, results of operations or cash flows.
Competition
The Company operates in the highly competitive pharmaceutical and consumer
health care industries. The Company is not dependent on any one patent-protected
product or line of products for a substantial portion of its net revenues or
results of operations. Premarin, the Company's principal conjugated estrogens
product manufactured from pregnant mare's urine, and related products Prempro
and Premphase (which are single tablet combinations of the conjugated estrogens
in Premarin and the progestin medroxyprogesterone acetate), are the leaders in
their categories and contribute significantly to net revenue and results of
operations. Premarin's natural composition is not subject to patent protection
(although Prempro has patent protection). The principal uses of Premarin,
Prempro and Premphase are to manage the symptoms of menopause and to prevent
osteoporosis, a condition involving a loss of bone mass in postmenopausal women.
Estrogen-containing products manufactured by other companies have been marketed
for many years for the treatment of menopausal symptoms, and several of these
products also have an approved indication for the prevention of osteoporosis.
During the past several years, other manufacturers have introduced products for
the treatment and/or prevention of osteoporosis. New products containing
different estrogens than those found in Prempro and Premphase and having many
forms of the same indications also have been introduced. Some companies have
attempted to obtain approval for generic versions of Premarin. These products,
if approved, would be routinely substitutable for Premarin and related products
under many state laws and third-party insurance payer plans. In May 1997, the
FDA announced that it would not approve certain synthetic estrogen products as
generic equivalents of Premarin given known compositional differences between
the active ingredient of these products and Premarin. Although the FDA has not
approved any generic equivalent to Premarin to date, Premarin will continue to
be subject to competition from existing and new competing estrogen and other
products for its approved indications and may be subject to generic competition
from either synthetic or natural conjugated estrogens products in the future. At
least one other company has announced that it is in the process of developing a
generic version of Premarin from the same natural source, and the Company
currently cannot predict the timing or outcome of these or any other efforts.
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The Company has been experiencing inconsistent results on dissolution testing
of certain dosage strengths of Premarin and is working with the FDA to resolve
this issue. Until this issue is resolved, supply shortages of one or more dosage
strengths may occur. Although these shortages may adversely affect Premarin
sales in one or more accounting periods, the Company believes that, as a result
of current adequate inventory levels and the Company's enhanced process
controls, testing protocols and an ongoing formulation improvement project,
overall Premarin family sales will not be significantly impacted.
Enbrel Supply
Although the market demand for Enbrel is increasing, the sales growth currently
is constrained by limits on the existing source of supply. This is expected to
continue until the retrofitting of a Rhode Island facility is completed and
approved, which is expected to occur in 2002. If the market demand continues to
grow, there may be further supply constraints even after the Rhode Island
facility begins producing Enbrel. The current plan for the longer term includes
a new manufacturing facility, which is being constructed in Ireland.
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