Form 11-K
Table of Contents

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 11-K

 

x ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the year ended December 31, 2004

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to                     

 

Commission file number 1-4448

 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

Baxter Healthcare Corporation of

Puerto Rico Savings and Investment Plan

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

Baxter International Inc.

One Baxter Parkway

Deerfield, IL 60015

(847) 948-2000

 



Table of Contents

Baxter Healthcare Corporation

of Puerto Rico Savings and

Investment Plan

 

Financial Statements and Supplemental Schedule

December 31, 2004 and 2003


Table of Contents

Baxter Healthcare Corporation of Puerto Rico

Savings and Investment Plan

 

Index to Financial Statements and Supplemental Schedule

 

     Page (s)

Report of Independent Registered Public Accounting Firm

   1

Financial statements:

    

Statements of Net Assets Available for Benefits as of December 31, 2004 and 2003

   2

Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2004 and 2003

   3

Notes to Financial Statements

   4-8

 

Supplemental Schedule:*

 

Exhibit I - Schedule of Assets (Held at End of Year) at December 31, 2004

 

* Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 (“ERISA”) have been omitted because they are not applicable.


Table of Contents

Report of Independent Registered Public Accounting Firm

 

To the Participants and Administrative Committee of the

Baxter Healthcare Corporation of Puerto Rico

Savings and Investment Plan

 

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Baxter Healthcare Corporation of Puerto Rico Savings and Investment Plan at December 31, 2004 and 2003, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 our opinion.

 

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

/s/ PricewaterhouseCoopers LLP

 

PricewaterhouseCoopers LLP

San Juan, Puerto Rico

June 3, 2005


Table of Contents

Baxter Healthcare Corporation of Puerto Rico

Savings and Investment Plan

Statements of Net Assets Available for Benefits

As of December 31, 2004 and 2003

 

     2004

   2003

Assets

             

Investments, at fair value

             

Investments

   $ 28,257,019    $ 23,614,413

Participants’ loans

     2,571,072      2,134,567

Cash

     18,405      19,510
    

  

Total assets

     30,846,496      25,768,490

Liabilities

             

Refunds and forfeitures due to employer

     8,536      9,457
    

  

Net assets available for benefits

   $ 30,837,960    $ 25,759,033
    

  

 

The accompanying notes are an integral part of these financial statements.

 

2


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Baxter Healthcare Corporation of Puerto Rico

Savings and Investment Plan

Statements of Changes in Net Assets Available for Benefits

For the Years Ended December 31, 2004 and 2003

 

     2004

   2003

Additions to net assets attributed to:

             

Investment income

             

Net appreciation in fair value of investments

   $ 2,217,840    $ 2,808,339

Interest and dividends

     207,825      118,904
    

  

       2,425,665      2,927,243
    

  

Contributions

             

Employer’s contributions

     1,649,933      1,641,404

Participants’ contributions

     3,428,647      3,373,597
    

  

       5,078,580      5,015,001
    

  

Total additions

     7,504,245      7,942,244
    

  

Deductions from net assets attributed to:

             

Benefits paid

     2,160,478      1,311,814

Administrative expenses

     264,840      237,747
    

  

Total deductions

     2,425,318      1,549,561
    

  

Net increase

     5,078,927      6,392,683

Net assets available for benefits:

             

Beginning of year

     25,759,033      19,366,350
    

  

End of year

   $ 30,837,960    $ 25,759,033
    

  

 

The accompanying notes are an integral part of these financial statements.

 

3


Table of Contents

Baxter Healthcare Corporation of Puerto Rico

Savings and Investment Plan

Notes to Financial Statements

December 31, 2004 and 2003

 

1. General Description of the Plan

 

The following brief description of Baxter Healthcare Corporation of Puerto Rico Savings and Investment Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information.

 

General

 

The Plan is a defined contribution plan which became effective on January 1, 1998. The Plan covers substantially all employees of Baxter Healthcare Corporation of Puerto Rico, Baxter Sales and Distribution Corporation and Baxter Pharmacy Services Corporation (collectively, the “Company”) who have one month of service. Baxter Healthcare Corporation of Puerto Rico is the sponsor of the Plan. The Plan was created for the purpose of providing retirement benefits to employees and to encourage and assist employees in adopting a regular savings program by means of payroll deductions through a plan that qualifies under the applicable laws of the Commonwealth of Puerto Rico and the United States Internal Revenue Code (“IRS”). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

 

Contributions

 

Plan participants may authorize the Company to make payroll deductions under the Plan ranging from 1% to 10% of their pre-tax monthly compensation, limited to a maximum of $8,000 a year. The Company matches a participant’s savings contributions at the rate of 50 cents for each dollar of a participant’s pre-tax contribution, up to a maximum of 6% of a participant’s compensation. The Company may make additional distributions in such amounts as the Company may determine.

 

Participant Accounts

 

Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution, and (b) Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account. The net income of the Plan is posted to the participant’s accounts on a quarterly basis.

 

Vesting

 

Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company’s matching and discretionary contributions portion of their accounts plus actual earnings thereon is based on years of service. The contributions vest in accordance with the following vesting schedule:

 

Year of Service


   Vesting %

1

   20

2

   40

3

   60

4

   80

5 or more

   100

 

Employees are fully vested in the Company’s matching contributions account, regardless of years of service with the Company, upon attaining age 65, becoming disabled in accordance with the provisions of the Plan or dying while employed by the Company.

 

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Baxter Healthcare Corporation of Puerto Rico

Savings and Investment Plan

Notes to Financial Statements

December 31, 2004 and 2003

 

Participants’ Loans

 

Participants may borrow from their vested accounts a minimum of $500 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. The loans are secured by the balance in the participant’s account and bear interest at the prime rate at the last day of the month prior to loan request, plus one percent. Principal and interest are paid through monthly payroll deductions.

 

Forfeitures

 

The portion of any participant’s matching contribution account which is not vested will become forfeited upon such participant’s termination of employment and will be applied to reduce future Company’s matching contributions on a periodic basis. Forfeitures for the years ended December 31, 2004 and 2003 amounted to $43,704 and $27,102, respectively.

 

Investment Options

 

The Plan has the following investment funds:

 

Fund


  

Description


Stable Income Fund    The Fund invests in fixed income securities with a book value guarantee.
Composite Fund    The Fund invests in stocks of U.S. companies and government and corporate bonds.
General Equity Fund    The Fund invests in stocks from U.S. companies that are considered to have growth potential.
S&P 500 Equity Index Fund    The Fund attempts to duplicate the performance of the Standard and Poor’s 500 Index, which consists of the stocks of 500 of the largest companies in the U.S.
Small Cap Fund    The Fund invests in small U.S. companies that are considered to have growth potential.
International EAFE Equity Index Fund    The Fund invests in equities of large companies in Europe, Australia and the Far East.
Baxter Common Stock Fund    The primary investment of this Fund is in Baxter International Inc. common stock.
Edwards Lifesciences Common Stock Fund    The primary investment of this Fund is in Edwards Lifesciences Corporation common stock.

 

Participants may change their investment options quarterly.

 

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Baxter Healthcare Corporation of Puerto Rico

Savings and Investment Plan

Notes to Financial Statements

December 31, 2004 and 2003

 

The shares placed into the Edwards Lifesciences Common Stock Fund are in connection with Baxter’s 2000 spin-off of its Cardiovascular Business Group. Participants are allowed to make investment election changes quarterly to transfer balances out of Edwards Lifesciences Common Stock Fund into other funds, but are not allowed to transfer existing account balances or to make contributions into the Edwards Lifesciences Common Stock Fund.

 

Payments of Benefits

 

Plan participants can not request withdrawals from the Plan unless they are at least 59 ½ years old or incur a financial hardship. If a participant suffers financial hardship, as defined in the Plan agreement, the participant may request a withdrawal only from his or her contributions. On termination of service due to disability, retirement or other reasons, a participant may elect to receive either a lump sum amount equal to their entire account balance or installment payments. On termination of service due to other reasons, participants are entitled to receive their vested account balance. In the case of a participant termination because of death, the entire vested amount is paid to the person or persons legally entitled thereto.

 

Plan Expenses and Administration

 

Banco Popular de Puerto Rico and State Street Bank and Trust Company serve as trustees for the Plan.

 

The Administrative Committee is responsible for the general administration of the Plan and for carrying out the provisions thereof. The Investment Committee has authority, responsibility and control over the management of the assets of the Plan. Members of both committees are appointed by the Board of Directors of Baxter International Inc. (“Baxter”), the Company’s parent.

 

All expenses of the Plan are paid from assets of the Plan.

 

2. Summary of Significant Accounting Policies

 

Basis of Accounting

 

The financial statements of the Plan are prepared under the accrual method of accounting.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the related notes to the financial statements. Actual results could differ from those estimates.

 

Investments Valuation and Income Recognition

 

Shares of registered investment companies are valued at quoted market prices. Baxter common stock and Edwards common stock are valued at their quoted market prices. Participant loans are valued at cost which approximates fair value.

 

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Baxter Healthcare Corporation of Puerto Rico

Savings and Investment Plan

Notes to Financial Statements

December 31, 2004 and 2003

 

Plan investment return includes dividend and interest income, gains and losses on sales of investments and unrealized appreciation or depreciation of investments. The financial statements reflect the net appreciation in the fair value of the Plan’s investments. This net appreciation consists of realized gains and losses calculated as the difference between proceeds from a sales transaction and cost determined on a moving average basis, and unrealized gains and losses calculated as the change in the fair value between beginning of the year (or purchase date if later) and the end of the year.

 

Purchases and sales of securities are recorded on the trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the declaration date.

 

Contributions

 

Employee and Company matching contributions are recorded in the plan year period in which the Company makes the payroll deductions from the participants’ earnings.

 

Transfer of Assets to Other Plans

 

Company employees or retirees may elect to transfer their savings to other plans qualified by the Puerto Rico Treasury Department or by the IRS.

 

Payment of Benefits

 

Benefits are recorded when paid.

 

3. Investments

 

The following presents the Plan’s investments that represent five percent or more of the Plan’s net assets available for benefits at December 31:

 

     2004

   2003

     # of Units

   Amount

   # of Units

   Amount

Fund options

                       

Stable Income

   2,636,582    $ 11,049,624    2,493,864    $ 9,949,124

Composite

   362,876      2,431,729    346,885      2,147,210

General Equity

   223,151      2,061,575    202,007      1,668,979

S&P 500 Equity Index

   2,019,378      5,405,909    1,750,200      4,231,601

International EAFE Equity

   1,014,984      1,558,033    706,767      904,920

Baxter Common Stock Fund

   762,463      4,502,373    794,527      4,181,705

 

During 2004 and 2003, the Plan’s investments, including gains and losses on investments bought and sold as well as held during the year, appreciated in value by $2,217,840 and 2,808,339, respectively, as follows:

 

     2004

   2003

Common stock

   $ 586,110    $ 778,229

Mutual funds

     1,631,730      2,030,110
    

  

     $ 2,217,840    $ 2,808,339
    

  

 

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Baxter Healthcare Corporation of Puerto Rico

Savings and Investment Plan

Notes to Financial Statements

December 31, 2004 and 2003

 

4. Plan Termination

 

Although it has not expressed any intent to do so, the Company has the right under the Plan to reduce, suspend or discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event the Plan terminates, the interest of each participating employee in the Plan shall be fully vested and such termination shall not reduce the interest of any participating employee or their beneficiaries accrued under the Plan up to the date of such termination.

 

5. Tax Status

 

The Puerto Rico Treasury Department has determined and informed the Company that the Plan and the related trust are designed in accordance with applicable sections entitling exemption from income taxes. The Company has also obtained a favorable determination letter from the Internal Revenue Service stating that the Plan is in compliance with the Internal Revenue Code regulations. The Plan has been amended since receiving the determination letters. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable tax requirements. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

 

The Plan participants are not taxed on the income and contributions made to their accounts until such time as the participant or the participant’s beneficiary receives distributions from the Plan.

 

6. Related Parties

 

At December 31, 2004 and 2003, the Plan held shares of common stock of Baxter, the Company’s parent, and units of participation in certain investment funds of State Street Bank and Trust Company, one of the Plan’s Trustees. These transactions are allowable party-in-interest transactions under ERISA and the regulations promulgated thereunder.

 

7. Risks and Uncertainties

 

The Plan’s investments are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the values of investments, it is at least reasonably possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits. Individual participants’ accounts bear the risk of loss resulting from fluctuations in fund values.

 

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Supplemental Schedule

Exhibit I

 

Baxter Healthcare Corporation of Puerto Rico

Savings and Investment Plan

Schedule of Assets (Held at End of Year) at December 31, 2004

(Schedule H, Part IV, Line 4i on Form 5500)

 

   

Identity of issuer


   Description of Investment

  Current Value

*  

State Street Bank and Trust Company:

          
   

Stable Income Fund

   2,636,582 units   $ 11,049,624
   

Composite Fund

   362,876 units     2,431,729
   

General Equity Fund

   223,151 units     2,061,575
   

S&P 500 Equity Index Fund

   2,019,378 units     5,405,909
   

International EAFE Equity Index Fund

   1,014,984 units     1,558,033
   

Small Cap Fund

   82,897 units     1,185,259
*  

Baxter Common Stock Fund

   762,463 units     4,502,373
   

Edwards Lifesciences Common Stock Fund

   2,137 units     62,517
*  

Participants’ Loans

   5.00% to 11.00%     2,571,072
*  

Banco Popular de Puerto Rico

   Cash     18,405
            

             $ 30,846,496
            

 

* Party-in-interest


Table of Contents

 

SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

 

           

BAXTER HEALTHCARE CORPORATION OF

           

PUERTO RICO SAVINGS AND INVESTMENT PLAN

Date: June 28, 2005

      By:   /s/    JOHN J. GREISCH        
                John J. Greisch
                Corporate Vice President and
                Chief Financial Officer