| Taxes on Income |
A. Taxes on Income
The components of Income from
continuing operations before provision for taxes on income
follow:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
YEAR ENDED DECEMBER 31,
|
|
|
(MILLIONS OF
DOLLARS) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
United States
|
|
$ |
(2,254) |
|
|
$ |
(2,513) |
|
|
$ |
(3,694) |
|
|
International
|
|
|
15,016 |
|
|
|
11,795 |
|
|
|
14,368 |
|
|
Income from continuing operations
before provision for taxes on income(a),
(b)
|
|
$ |
12,762 |
|
|
$ |
9,282 |
|
|
$ |
10,674 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| (a) |
2011 vs.
2010 – The decrease in the domestic loss was primarily due to
the non-recurrence of a charge of $1.3 billion (pre-tax) in 2010
for asbestos litigation related to our wholly owned subsidiary,
Quigley Company, Inc., partially offset by a reduction in revenues
due to the loss of exclusivity for several biopharmaceutical
products and the impact of the U.S. Healthcare Legislation. The
increase in international income was due to the favorable impact of
foreign exchange, higher impairment charges in 2010, as well as
increased revenues from the biopharmaceutical products such as the
Prevnar/Prevenar franchise, Enbrel and Celebrex.
|
| (b) |
2010 vs.
2009 – The decrease in the domestic loss was due to revenues
from legacy Wyeth products and a reduction in domestic
restructuring charges partially offset by increased amortization
charges primarily related to identifiable intangibles in connection
with our acquisition of Wyeth and litigation charges primarily
related to our wholly owned subsidiary Quigley Company, Inc. The
decrease in international income was due primarily to an increase
in international restructuring and amortization charges plus the
non-recurrence of the gain in 2009 in connection with the formation
of ViiV, partially offset by revenues from legacy Wyeth
products.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The components of
Provision for taxes on income based on the location of the
taxing authorities, follow: |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
YEAR ENDED DECEMBER 31,
|
|
|
(MILLIONS OF
DOLLARS) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
United States:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$ |
1,349 |
|
|
$ |
(2,763 |
) |
|
$ |
10,151 |
|
|
State and local
|
|
|
208 |
|
|
|
(315 |
) |
|
|
68 |
|
|
Deferred income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
349 |
|
|
|
2,010 |
|
|
|
(10,005 |
) |
|
State and local
|
|
|
(242 |
) |
|
|
(6 |
) |
|
|
(93 |
) |
|
Total U.S. tax
provision/(benefit)(a),
(b), (c)
|
|
|
1,664 |
|
|
|
(1,074 |
) |
|
|
121 |
|
|
International:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current income taxes
|
|
|
2,202 |
|
|
|
2,212 |
|
|
|
1,516 |
|
|
Deferred income taxes
|
|
|
157 |
|
|
|
(67 |
) |
|
|
508 |
|
|
Total international tax
provision
|
|
|
2,359 |
|
|
|
2,145 |
|
|
|
2,024 |
|
|
Provision for taxes on
income(d)
|
|
$ |
4,023 |
|
|
$ |
1,071 |
|
|
$ |
2,145 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| (a) |
In 2011,
the Federal deferred income tax expense includes approximately $2.1
billion as a result of providing U.S. deferred income taxes on
certain current-year funds earned outside of the U.S. that will not
be permanently reinvested overseas. (See Note 5C. Taxes on
Income: Deferred Taxes.)
|
| (b) |
In 2010,
the Federal current income tax benefit is primarily due to the tax
benefit recorded in connection with our $1.4 billion settlement
with the U.S. Internal Revenue Service and the reversal of $600
million of accruals related to interest on these unrecognized tax
benefits. (See below). The Federal deferred income tax expense
includes approximately $2.5 billion as a result of providing U.S.
deferred income taxes on certain current-year funds earned outside
of the U.S. that will not be permanently reinvested overseas. (See
Note 5C. Taxes on Income: Deferred Taxes).
|
| (c) |
In 2009,
virtually all of the Federal current income tax expense was due to
increased tax costs associated with certain business decisions
executed to finance the Wyeth acquisition, including the decision
to repatriate certain funds earned outside of the U.S. In addition,
virtually all of the Federal deferred income tax benefit was due to
a reduction of deferred tax liabilities recorded in connection with
our acquisition of Wyeth. (See Note 2A. Acquisitions,
Divestitures, Collaborative Arrangements and Equity-Method
Investments: Acquisition of Wyeth).
|
| (d) |
In 2011,
federal, state and international net tax liabilities assumed or
established on the date of the acquisition primarily of King are
excluded. In 2010 and 2009, federal, state and international net
tax liabilities assumed or established on the date of the
acquisition primarily of Wyeth are excluded. (See Note 2A.
Acquisitions, Divestitures, Collaborative Arrangements and
Equity-Method Investments: Acquisition of Wyeth and Note 2B.
Acquisitions, Divestitures, Collaborative Arrangements and
Equity-Method Investments: Acquisition of King Pharmaceuticals,
Inc.)
|
Settlements and Other Items
Impacting Provision for Taxes on Income
In 2011, the Provision for taxes
on income was impacted by the following:
| • |
Tax benefits of approximately $190 million resulting from
the resolution of certain tax positions pertaining to prior years
with various foreign tax authorities, and from the expiration of
certain statutes of limitations, as well as the reversal of
approximately $77 million of accruals related to interest on these
unrecognized tax benefits; |
| • |
A tax benefit of approximately $80 million, inclusive of
interest, resulting from the settlement of certain audits with the
U.S. Internal Revenue Service; and |
| • |
Tax benefits of approximately $270 million resulting from
charges related to the hormone-therapy litigation. |
In 2011, the $248 million fee payable
to the federal government, recorded in Selling, informational
and administrative expenses, as a result of the U.S. Healthcare
Legislation, is not deductible for U.S. income tax
purposes.
In 2010, the Provision for taxes
on income was impacted by the following:
| • |
A tax benefit of approximately $1.4 billion recorded in
the fourth quarter, related to an audit settlement with the U.S.
Internal Revenue Service and the reversal of approximately $600
million of accruals related to interest on these unrecognized tax
benefits; |
| • |
The write-off of approximately $270 million of deferred
tax assets related to the Medicare Part D subsidy for retiree
prescription drug coverage, resulting from the provisions of the
U.S. Healthcare Legislation enacted in March 2010 concerning the
tax treatment of that subsidy effective for tax years beginning
after December 31, 2012; |
| • |
Tax benefits of approximately $320 million resulting from
the resolution of certain tax positions pertaining to prior years
with various foreign tax authorities, and the expiration of certain
statute of limitations, as well as the reversal of approximately
$140 million of accruals related to interest on these unrecognized
tax benefits; and |
| • |
Tax benefits of approximately $506 million resulting from
charges for asbestos litigation related to our wholly owned
subsidiary, Quigley Company, Inc. |
In 2009, the Provision for taxes
on income was impacted by the following:
| • |
A tax benefit of approximately $174 million, recorded in
the third quarter, related to the final resolution of an
agreement-in-principle with the DOJ to settle investigations of
past promotional practices concerning Bextra and certain other
investigations. This resulted in the receipt of information that
raised our assessment of the likelihood of prevailing on the
technical merits of our tax position; and |
| • |
A tax benefit of approximately $556 million related to the
sale of one of our biopharmaceutical companies, Vicuron
Pharmaceuticals, Inc. The sale, for nominal consideration, resulted
in a loss for tax purposes. This tax benefit is a result of the
significant initial investment in the entity at the time of
acquisition, primarily reported as an income statement charge for
IPR&D at acquisition date. |
In 2009, we incurred certain costs
associated with the Wyeth acquisition that are not deductible for
tax purposes.
See also Note 5D. Taxes on
Income: Tax Contingencies.
B. Tax Rate
Reconciliation
The reconciliation of the U.S.
statutory income tax rate to our effective tax rate for Income
from continuing operations follows:
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|
|
0000000000000 |
|
|
|
0000000000000 |
|
|
|
0000000000000 |
|
|
|
|
| |
|
YEAR ENDED DECEMBER 31, |
|
| |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
U.S. statutory income tax
rate
|
|
|
35.0% |
|
|
|
35.0% |
|
|
|
35.0% |
|
|
Taxation of non-U.S. operations
(a)
|
|
|
(3.3) |
|
|
|
2.2 |
|
|
|
(9.4) |
|
|
Resolution of certain tax
positions(b)
|
|
|
(2.7) |
|
|
|
(26.4) |
|
|
|
— |
|
|
Sales of biopharmaceutical
companies(c)
|
|
|
0.2 |
|
|
|
— |
|
|
|
(5.1) |
|
|
U.S. Healthcare
Legislation(c)
|
|
|
0.7 |
|
|
|
2.8 |
|
|
|
— |
|
|
U.S. research tax credit and
manufacturing deduction
|
|
|
(0.9) |
|
|
|
(2.3) |
|
|
|
(1.3) |
|
|
Legal settlements(c)
|
|
|
— |
|
|
|
0.4 |
|
|
|
(1.6) |
|
|
Acquired IPR&D(d)
|
|
|
— |
|
|
|
0.5 |
|
|
|
0.2 |
|
|
Wyeth acquisition-related
costs(c)
|
|
|
— |
|
|
|
0.5 |
|
|
|
2.4 |
|
|
All other—net
|
|
|
2.5 |
|
|
|
(1.2) |
|
|
|
(0.1) |
|
|
|
|
|
Effective tax rate for income from
continuing operations
|
|
|
31.5% |
|
|
|
11.5% |
|
|
|
20.1% |
|
|
|
|
| (a) |
For
taxation of non-U.S. operations, this rate impact reflects the fact
that we operate manufacturing subsidiaries in Puerto Rico, Ireland,
and Singapore. We benefit from a Puerto Rican incentive grant that
expires in 2029. Under the grant, we are partially exempt from
income, property and municipal taxes. In Ireland, we benefited from
an incentive tax rate effective through 2010 on income from
manufacturing operations. In Singapore, we benefit from incentive
tax rates effective through 2031 on income from manufacturing
operations. The rate impact also reflects the jurisdictional
location of earnings, the costs of certain repatriation decisions
and uncertain tax positions.
|
| (b) |
For a
discussion about the resolution of certain tax positions, see
Note 5D. Taxes on Income: Tax Contingencies.
|
| (c) |
For a
discussion about the sales of the biopharmaceutical companies, the
impact of U.S. Healthcare Legislation, legal settlements and Wyeth
acquisition related costs, see Note 5A. Taxes on Income: Taxes
on Income.
|
| (d) |
The
charges for acquired IPR&D are primarily not deductible for tax
purposes.
|
C. Deferred Taxes
Deferred taxes arise as a result of
basis differentials between financial statement accounting and tax
amounts.
The components of our deferred tax
assets and liabilities, shown before jurisdictional netting
follow:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2011 DEFERRED TAX |
|
|
2010 DEFERRED TAX |
|
| (MILLIONS OF DOLLARS) |
|
ASSETS |
|
|
(LIABILITIES) |
|
|
ASSETS |
|
|
(LIABILITIES) |
|
|
|
|
|
Prepaid/deferred items
|
|
$ |
1,611 |
|
|
|
$ (211) |
|
|
$ |
1,321 |
|
|
|
$ (112) |
|
|
Inventories
|
|
|
324 |
|
|
|
(52 |
) |
|
|
132 |
|
|
|
(59) |
|
|
Intangibles
|
|
|
1,713 |
|
|
|
(16,014 |
) |
|
|
1,165 |
|
|
|
(17,104) |
|
|
Property, plant and
equipment
|
|
|
226 |
|
|
|
(1,326 |
) |
|
|
420 |
|
|
|
(2,146) |
|
|
Employee benefits
|
|
|
4,285 |
|
|
|
(524 |
) |
|
|
4,479 |
|
|
|
(56) |
|
|
Restructurings and other
charges
|
|
|
554 |
|
|
|
(95 |
) |
|
|
1,359 |
|
|
|
(70) |
|
|
Legal and product liability
reserves
|
|
|
1,812 |
|
|
|
— |
|
|
|
1,411 |
|
|
|
— |
|
|
Net operating loss/credit
carryforwards
|
|
|
4,414 |
|
|
|
— |
|
|
|
4,575 |
|
|
|
— |
|
|
Unremitted earnings
|
|
|
— |
|
|
|
(11,699 |
) |
|
|
— |
|
|
|
(9,524) |
|
|
State and local tax
adjustments
|
|
|
476 |
|
|
|
— |
|
|
|
452 |
|
|
|
— |
|
|
All other
|
|
|
1,197 |
|
|
|
(125 |
) |
|
|
601 |
|
|
|
(554) |
|
|
|
|
|
Subtotal
|
|
|
16,612 |
|
|
|
(30,046 |
) |
|
|
15,915 |
|
|
|
(29,625) |
|
|
Valuation allowance
|
|
|
(1,201 |
) |
|
|
— |
|
|
|
(894 |
) |
|
|
— |
|
|
|
|
|
Total deferred taxes
|
|
$ |
15,411 |
|
|
|
$(30,046) |
|
|
$ |
15,021 |
|
|
|
$(29,625) |
|
|
|
|
|
Net deferred tax liability(a),(b)
|
|
|
|
|
|
|
$(14,635) |
|
|
|
|
|
|
|
$(14,604) |
|
|
|
|
| (a) |
2011 vs.
2010 – The net deferred tax liability position in 2011 was
about the same as 2010 and reflects an increase in noncurrent
deferred tax liabilities related to intangibles established in
connection with our acquisition of King and an increase in
noncurrent deferred tax liabilities on unremitted earnings,
partially offset by the reduction in noncurrent deferred tax
liabilities related to the amortization of identifiable
intangibles, and an increase in current deferred tax assets
established as a result of litigation charges related to hormone
therapy.
|
| (b) |
In 2011,
included in Taxes and other current assets ($4.0 billion),
Taxes and other noncurrent assets ($1.2 billion), Other
current liabilities ($291 million) and Noncurrent deferred
tax liabilities ($19.6 billion). In 2010, included in Taxes
and other current assets ($3.0 billion), Taxes and other
noncurrent assets ($1.2 billion), Other current
liabilities ($108 million) and Noncurrent deferred tax
liabilities ($18.6 billion).
|
We have carryforwards, primarily
related to foreign tax credits, net operating and capital losses,
and charitable contributions, which are available to reduce future
U.S. federal and state, as well as international, income taxes
payable with either an indefinite life or expiring at various times
from 2012 to 2031. Certain of our U.S. net operating losses are
subject to limitations under Internal Revenue Code
Section 382.
Valuation allowances are provided
when we believe that our deferred tax assets are not recoverable
based on an assessment of estimated future taxable income that
incorporates ongoing, prudent and feasible tax planning
strategies.
As of December 31, 2011, we have
not made a U.S. tax provision on approximately $63.0 billion of
unremitted earnings of our international subsidiaries. As of
December 31, 2011, as these earnings are intended to be
permanently reinvested overseas, the determination of a
hypothetical unrecognized deferred tax liability is not
practicable.
D. Tax
Contingencies
We are subject to income tax in many
jurisdictions, and a certain degree of estimation is required in
recording the assets and liabilities related to income taxes. All
of our tax positions are subject to audit by the local taxing
authorities in each tax jurisdiction. These tax audits can involve
complex issues, interpretations and judgments and the resolution of
matters may span multiple years, particularly if subject to
negotiation or litigation. For a description of our accounting
policies associated with accounting for income tax contingencies,
see Note 1O. Significant Accounting Policies: Deferred Tax
Assets and Liabilities and Income Tax Contingencies. For a
description of the risks associated with estimates and assumptions,
see Note 1C. Significant Accounting Policies: Estimates and
Assumptions.
Uncertain Tax
Positions
As tax law is complex and often
subject to varied interpretations, it is uncertain whether some of
our tax positions will be sustained upon audit. As of
December 31, 2011 and 2010, we had approximately $6.1 billion
and $5.8 billion, respectively, in net liabilities associated with
uncertain tax positions, excluding associated interest:
| • |
|
Tax
assets associated with uncertain tax positions primarily represent
our estimate of the potential tax benefits in one tax jurisdiction
that could result from the payment of income taxes in another tax
jurisdiction. These potential benefits generally result from
cooperative efforts among taxing authorities, as required by tax
treaties to minimize double taxation, commonly referred to as the
competent authority process. The recoverability of these assets,
which we believe to be more likely than not, is dependent upon the
actual payment of taxes in one tax jurisdiction and, in some cases,
the successful petition for recovery in another tax jurisdiction.
As of December 31, 2011 and 2010, we had approximately $1.2
billion and $1.0 billion, respectively, in assets associated with
uncertain tax positions recorded in Taxes and other noncurrent
assets.
|
| • |
|
Tax
liabilities associated with uncertain tax positions represent
unrecognized tax benefits, which arise when the estimated benefit
recorded in our financial statements differs from the amounts taken
or expected to be taken in a tax return because of the
uncertainties described above. These unrecognized tax benefits
relate primarily to issues common among multinational corporations.
Substantially all of these unrecognized tax benefits, if
recognized, would impact our effective income tax rate.
|
The reconciliation of the
beginning and ending amounts of gross unrecognized tax benefits
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (MILLIONS OF DOLLARS) |
|
2011 |
|
|
|
|
2010 |
|
|
|
|
2009 |
|
|
|
|
|
Balance, January 1
|
|
$ |
(6,759 |
) |
|
|
|
|
$(7,657) |
|
|
|
|
|
$(5,372) |
|
|
Acquisitions(a)
|
|
|
(72 |
) |
|
|
|
|
(49) |
|
|
|
|
|
(1,785) |
|
|
Increases based on tax positions
taken during a prior period(b)
|
|
|
(502 |
) |
|
|
|
|
(513) |
|
|
|
|
|
(79) |
|
|
Decreases based on tax positions
taken during a prior period(b),
(c)
|
|
|
271 |
|
|
|
|
|
2,384 |
|
|
|
|
|
38 |
|
|
Decreases based on cash payments for
a prior period
|
|
|
575 |
|
|
|
|
|
280 |
|
|
|
|
|
— |
|
|
Increases based on tax positions
taken during the current period(b)
|
|
|
(855 |
) |
|
|
|
|
(1,396) |
|
|
|
|
|
(941) |
|
|
Decreases based on tax positions
taken during the current period
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
712 |
|
|
Impact of foreign exchange
|
|
|
(89 |
) |
|
|
|
|
104 |
|
|
|
|
|
(284) |
|
|
Other, net(d)
|
|
|
122 |
|
|
|
|
|
88 |
|
|
|
|
|
54 |
|
|
|
|
|
Balance, December 31(e)
|
|
$ |
(7,309 |
) |
|
|
|
|
$(6,759) |
|
|
|
|
|
$(7,657) |
|
|
|
|
| (a) |
The
amount in 2011 primarily relates to the acquisition of King and the
amounts in 2010 and 2009 primarily relate to the acquisition of
Wyeth.
|
| (b) |
Primarily
included in Provision for taxes on income.
|
| (c) |
In 2011,
2010, and 2009, the decreases are primarily a result of effectively
settling certain issues with the U.S. and foreign tax authorities.
See discussions below.
|
| (d) |
Primarily
includes decreases as a result of a lapse of applicable statutes of
limitations.
|
| (e) |
In 2011,
included in Income taxes payable ($357 million), Taxes
and other current assets ($11 million), Taxes and other
noncurrent assets ($225 million), Noncurrent deferred tax
liabilities ($677 million) and Other taxes payable ($6.0
billion). In 2010, included in Income taxes payable ($421
million), Taxes and other current assets ($279 million),
Taxes and other noncurrent assets ($169 million),
Noncurrent deferred tax liabilities ($369 million) and
Other taxes payable ($5.5 billion).
|
| • |
|
Interest
related to our unrecognized tax benefits is recorded in accordance
with the laws of each jurisdiction and is recorded in Provision
for taxes on income in our consolidated statements of income.
In 2011, we recorded net interest expense of $203 million. In 2010,
we recorded net interest income of $545 million, primarily as a
result of settling certain issues with the U.S. and various foreign
tax authorities, which are discussed below. In 2009, we recorded
net interest expense of $191 million. Gross accrued interest
totaled $951 million as of December 31, 2011 (reflecting a
decrease of approximately $203 million as a result of cash
payments) and $952 million as of December 31, 2010. In 2011,
these amounts were included in Income taxes payable ($120
million), Taxes and other current assets ($2 million) and
Other taxes payable ($829 million). In 2010, these amounts
were included in Income taxes payable ($112 million),
Taxes and other current assets ($122 million) and Other
taxes payable ($718 million). Accrued penalties are not
significant.
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Status of Tax Audits and Potential
Impact on Accruals for Uncertain Tax Positions
The United States is one of our major
tax jurisdictions:
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During
the first quarter of 2011, we reached a settlement with the U.S.
Internal Revenue Service (IRS) with respect to the audits of the
Wyeth tax returns for the years 2002 through 2005. The settlement
resulted in an income tax benefit to Pfizer of approximately $80
million for income tax and interest. Tax years 2006 through the
Wyeth acquisition date (October 15, 2009) are currently under
audit.
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During
the fourth quarter of 2010, we reached a settlement with the IRS
related to issues we had appealed with respect to the audits of the
Pfizer Inc. tax returns for the years 2002 through 2005, as well as
the Pharmacia audit for the year 2003 through the date of merger
with Pfizer (April 16, 2003). The IRS concluded its examination of
the aforementioned tax years and issued a final Revenue
Agent’s Report (RAR). The Company agreed with all of the
adjustments and computations contained in the RAR. As a result of
settling these audit years, in the fourth quarter of 2010, we
reduced our unrecognized tax benefits by approximately $1.4 billion
and recorded a corresponding tax benefit. The fourth quarter and
full year 2010 effective tax rates were also favorably impacted by
the reversal of $600 million of accruals related to interest on
these unrecognized tax benefits. The tax years 2006-2010 are
currently under audit and the tax year 2011 is open but not under
audit. All other tax years in the U.S. for Pfizer Inc. are closed
under the statute of limitations.
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King’s tax year 2008 and Alpharma, Inc.’s (a
company acquired through the King acquisition) tax years 2005-2007
are currently under audit. Tax years 2009 through the date of
acquisition (January 31, 2011) are open but not under audit.
King’s tax years prior to 2008 have been settled with the
IRS. The open tax years and audits of King and its subsidiaries are
not considered significant to Pfizer.
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In addition to the open audit years
in the U.S., we have open audit years in other major tax
jurisdictions, such as Canada (1998-2011), Japan (2006-2011),
Europe (2002-2011, primarily reflecting Ireland, the United
Kingdom, France, Italy, Spain and Germany) and Puerto Rico
(2007-2011). During 2011, we recognized approximately $190 million
in tax benefits resulting from the resolution of certain tax
positions pertaining to prior years with various foreign tax
authorities, as well as from the expiration of certain statutes of
limitations. The 2011 effective tax rate was also favorably
impacted by approximately $77 million related to the reversal of
accruals for interest on these unrecognized tax benefits. During
2010, we also recognized approximately $320 million in tax benefits
resulting from the resolution of certain tax positions pertaining
to prior years with various foreign tax authorities, as well as
from the expiration of certain statutes of limitations. The 2010
effective tax rate was also favorably impacted by approximately
$140 million related to the reversal of accruals for interest on
these unrecognized tax benefits.
Any settlements or statute of
limitations expirations could result in a significant decrease in
our uncertain tax positions. We estimate that it is reasonably
possible that within the next twelve months, our gross unrecognized
tax benefits, exclusive of interest, could decrease by as much as
$500 million, as a result of settlements with taxing authorities or
the expiration of the statute of limitations. Our assessments are
based on estimates and assumptions that have been deemed reasonable
by management, but our estimates of unrecognized tax benefits and
potential tax benefits may not be representative of actual
outcomes, and variation from such estimates could materially affect
our financial statements in the period of settlement or when the
statutes of limitations expire, as we treat these events as
discrete items in the period of resolution. Finalizing audits with
the relevant taxing authorities can include formal administrative
and legal proceedings, and, as a result, it is difficult to
estimate the timing and range of possible change related to our
uncertain tax positions, and such changes could be
significant.
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