Stryker Corp 10-Q for FY2022 Q3
Stryker Corp (SYK)
10-Q
2022-11-01
For: 2022-09-30
View Original
Added on
April 02, 2026
About this 10-Q
Stryker Corp filed this 10-Q on November 1, 2022, covering the quarter ended September 30, 2022 (FY2022 Q3).
Headline figures
Quarter ended September 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.48B
- up 7.7% from $4.16B a year earlier
- Net income
- $816M
- up 86.3% from net income of $438M a year earlier
- Diluted EPS
- $2.14
- up 87.7% from $1.14 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2022
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission file number: 001-13149
(Exact name of registrant as specified in its charter)
| (State of incorporation) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||
| | |||||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||||||||
| (Registrant’s telephone number, including area code) | |||||||||||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
☒ | Accelerated filer | ☐ | Emerging growth company | ||||||||||||||||||||
| Non-accelerated filer | ☐ | Small reporting company | |||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
There were 378,429,929 shares of Common Stock, $0.10 par value, on September 30, 2022.
| STRYKER CORPORATION | 2022 Third Quarter Form 10-Q | |||||||
PART I – FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS | ||||
Stryker Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
| Three Months | Nine Months | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | |||||||||||||||||||
| Research, development and engineering expenses | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Recall charges | ( | ||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||
| Total operating expenses | $ | $ | $ | $ | |||||||||||||||||||
| Operating income | $ | $ | $ | $ | |||||||||||||||||||
| Other income (expense), net | ( | ( | ( | ||||||||||||||||||||
| Earnings before income taxes | $ | $ | $ | $ | |||||||||||||||||||
| Income taxes | |||||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Net earnings per share of common stock: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average shares outstanding (in millions): | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Effect of dilutive employee stock compensation | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Cash dividends declared per share of common stock | $ | $ | $ | $ | |||||||||||||||||||
Anti-dilutive shares excluded from the calculation of dilutive employee stock options were 5.0 for the three months 2022 and 4.2 for the nine months 2022 and de minimis in all other periods.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
| Three Months | Nine Months | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Marketable securities | ( | ||||||||||||||||||||||
| Pension plans | |||||||||||||||||||||||
| Unrealized gains (losses) on designated hedges | |||||||||||||||||||||||
| Financial statement translation | |||||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | $ | $ | $ | $ | |||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes to Consolidated Financial Statements.
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 1 | ||||
| STRYKER CORPORATION | 2022 Third Quarter Form 10-Q | |||||||
CONSOLIDATED BALANCE SHEETS
| September 30 | December 31 | ||||||||||
| 2022 | 2021 | ||||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Marketable securities | |||||||||||
Accounts receivable, less allowance of $ | |||||||||||
| Inventories: | |||||||||||
| Materials and supplies | |||||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Total inventories | $ | $ | |||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | $ | $ | |||||||||
| Property, plant and equipment: | |||||||||||
| Land, buildings and improvements | |||||||||||
| Machinery and equipment | |||||||||||
| Total property, plant and equipment | $ | $ | |||||||||
| Less accumulated depreciation | |||||||||||
| Property, plant and equipment, net | $ | $ | |||||||||
| Goodwill | |||||||||||
| Other intangibles, net | |||||||||||
| Noncurrent deferred income tax assets | |||||||||||
| Other noncurrent assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and shareholders' equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued compensation | |||||||||||
| Income taxes | |||||||||||
| Dividends payable | |||||||||||
| Accrued product liabilities | |||||||||||
| Accrued expenses and other liabilities | |||||||||||
| Current maturities of debt | |||||||||||
| Total current liabilities | $ | $ | |||||||||
| Long-term debt, excluding current maturities | |||||||||||
| Income taxes | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
| Shareholders' equity | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total shareholders' equity | $ | $ | |||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
See accompanying notes to Consolidated Financial Statements.
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 2 | ||||
| STRYKER CORPORATION | 2022 Third Quarter Form 10-Q | |||||||
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)
| Three Months | Nine Months | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Common stock shares outstanding (in millions) | |||||||||||||||||||||||
| Beginning | |||||||||||||||||||||||
| Issuance of common stock under stock compensation and benefit plans | |||||||||||||||||||||||
| Ending | |||||||||||||||||||||||
| Common stock | |||||||||||||||||||||||
| Beginning | $ | $ | $ | $ | |||||||||||||||||||
| Issuance of common stock under stock compensation and benefit plans | |||||||||||||||||||||||
| Ending | $ | $ | $ | $ | |||||||||||||||||||
| Additional paid-in capital | |||||||||||||||||||||||
| Beginning | $ | $ | $ | $ | |||||||||||||||||||
| Issuance of common stock under stock compensation and benefit plans | ( | ( | ( | ||||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||
| Ending | $ | $ | $ | $ | |||||||||||||||||||
| Retained earnings | |||||||||||||||||||||||
| Beginning | $ | $ | $ | $ | |||||||||||||||||||
| Net earnings | |||||||||||||||||||||||
| Cash dividends declared | ( | ( | ( | ( | |||||||||||||||||||
| Ending | $ | $ | $ | $ | |||||||||||||||||||
| Accumulated other comprehensive income (loss) | |||||||||||||||||||||||
| Beginning | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||||||
| Ending | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Total shareholders' equity | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes to Consolidated Financial Statements.
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 3 | ||||
| STRYKER CORPORATION | 2022 Third Quarter Form 10-Q | |||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
| Nine Months | |||||||||||
| 2022 | 2021 | ||||||||||
| Operating activities | |||||||||||
| Net earnings | $ | $ | |||||||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | |||||||||||
| Depreciation | |||||||||||
| Amortization of intangible assets | |||||||||||
| Asset impairments | |||||||||||
| Share-based compensation | |||||||||||
| Recall charges | |||||||||||
| Sale of inventory stepped-up to fair value at acquisition | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses and other liabilities | |||||||||||
| Recall-related payments | ( | ( | |||||||||
| Income taxes | ( | ( | |||||||||
| Other, net | |||||||||||
| Net cash provided by operating activities | $ | $ | |||||||||
| Investing activities | |||||||||||
| Acquisitions, net of cash acquired | ( | ( | |||||||||
| Purchases of marketable securities | ( | ( | |||||||||
| Proceeds from sales of marketable securities | |||||||||||
| Purchases of property, plant and equipment | ( | ( | |||||||||
| Proceeds from settlement of net investment hedges | |||||||||||
| Other investing, net | ( | ||||||||||
| Net cash used in investing activities | $ | ( | $ | ( | |||||||
| Financing activities | |||||||||||
| Proceeds (payments) on short-term borrowings, net | ( | ||||||||||
| Proceeds from issuance of long-term debt | |||||||||||
| Payments on long-term debt | ( | ( | |||||||||
| Payments of dividends | ( | ( | |||||||||
| Cash paid for taxes from withheld shares | ( | ( | |||||||||
| Other financing, net | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | $ | ( | $ | ( | |||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ( | |||||||||
| Change in cash and cash equivalents | $ | ( | $ | ( | |||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
See accompanying notes to Consolidated Financial Statements.
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 4 | ||||
| STRYKER CORPORATION | 2022 Third Quarter Form 10-Q | |||||||
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 1 - BASIS OF PRESENTATION
General Information
Management believes the accompanying unaudited Consolidated Financial Statements contain all adjustments, including normal recurring items, considered necessary to fairly present the financial position of Stryker Corporation and its consolidated subsidiaries ("Stryker," the "Company," "we," "us" or "our") on September 30, 2022 and the results of operations for the three and nine months 2022. The results of operations included in these Consolidated Financial Statements may not necessarily be indicative of our annual results. These statements should be read in conjunction with our Annual Report on Form 10-K for 2021.
New Accounting Pronouncements Not Yet Adopted
We evaluate all Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB) for consideration of their applicability. ASUs not included in our disclosures were assessed and determined to be either not applicable or are not expected to have a material impact on our Consolidated Financial Statements.
In September 2022 the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs: Disclosure of Supplier Finance Program Obligations, which requires entities that utilize supplier finance programs in connection with the purchase of goods and services to disclose information about the key terms of the programs, a rollforward of the obligations under the programs and where those obligations are presented in the balance sheet. The new disclosure requirements are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating these new expanded disclosure requirements.
New Accounting Pronouncements Recently Adopted
On January 1, 2022 we adopted ASU 2021-08, Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This update requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers. The adoption of this update did not have a material impact on our Consolidated Financial Statements.
NOTE 2 - REVENUE RECOGNITION
Our policies for recognizing sales have not changed from those described in our Annual Report on Form 10-K for 2021.
| Net Sales by Product Line | |||||||||||||||||
| Three Months | Nine Months | ||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||
| MedSurg and Neurotechnology: | |||||||||||||||||
| Instruments | $ | $ | $ | $ | |||||||||||||
| Endoscopy | |||||||||||||||||
| Medical | |||||||||||||||||
| Neurovascular | |||||||||||||||||
| Neuro Cranial | |||||||||||||||||
| Other | |||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||
| Orthopaedics and Spine: | |||||||||||||||||
| Knees | $ | $ | $ | $ | |||||||||||||
| Hips | |||||||||||||||||
| Trauma and Extremities | |||||||||||||||||
| Spine | |||||||||||||||||
| Other | |||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||
| Net Sales by Geography | |||||||||||||||||
| Three Months 2022 | Three Months 2021 | ||||||||||||||||
| United States | International | United States | International | ||||||||||||||
| MedSurg and Neurotechnology: | |||||||||||||||||
| Instruments | $ | $ | $ | $ | |||||||||||||
| Endoscopy | |||||||||||||||||
| Medical | |||||||||||||||||
| Neurovascular | |||||||||||||||||
| Neuro Cranial | |||||||||||||||||
| Other | |||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||
| Orthopaedics and Spine: | |||||||||||||||||
| Knees | $ | $ | $ | $ | |||||||||||||
| Hips | |||||||||||||||||
| Trauma and Extremities | |||||||||||||||||
| Spine | |||||||||||||||||
| Other | |||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||
| Net Sales by Geography | |||||||||||||||||
| Nine Months 2022 | Nine Months 2021 | ||||||||||||||||
| United States | International | United States | International | ||||||||||||||
| MedSurg and Neurotechnology: | |||||||||||||||||
| Instruments | $ | $ | $ | $ | |||||||||||||
| Endoscopy | |||||||||||||||||
| Medical | |||||||||||||||||
| Neurovascular | |||||||||||||||||
| Neuro Cranial | |||||||||||||||||
| Other | |||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||
| Orthopaedics and Spine: | |||||||||||||||||
| Knees | $ | $ | $ | $ | |||||||||||||
| Hips | |||||||||||||||||
| Trauma and Extremities | |||||||||||||||||
| Spine | |||||||||||||||||
| Other | |||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 5 | ||||
| STRYKER CORPORATION | 2022 Third Quarter Form 10-Q | |||||||
Contract Assets and Liabilities
On September 30, 2022 and December 31, 2021 contract assets recorded in our Consolidated Balance Sheets were not significant.
NOTE 3 - ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (AOCI)
| Three Months 2022 | Marketable Securities | Pension Plans | Hedges | Financial Statement Translation | Total | ||||||||||||
| Beginning | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||
| OCI | |||||||||||||||||
| Income taxes | ( | ( | ( | ( | |||||||||||||
| Reclassifications to: | |||||||||||||||||
| Cost of sales | ( | ( | |||||||||||||||
| Other (income) expense, net | ( | ( | ( | ||||||||||||||
| Income taxes | ( | ( | |||||||||||||||
| Net OCI | $ | $ | $ | $ | $ | ||||||||||||
| Ending | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||
| Three Months 2021 | Marketable Securities | Pension Plans | Hedges | Financial Statement Translation | Total | ||||||||||||
| Beginning | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||
| OCI | |||||||||||||||||
| Income taxes | ( | ||||||||||||||||
| Reclassifications to: | |||||||||||||||||
| Cost of sales | |||||||||||||||||
| Other (income) expense, net | ( | ( | ( | ||||||||||||||
| Income taxes | ( | ( | |||||||||||||||
| Net OCI | $ | $ | $ | $ | $ | ||||||||||||
| Ending | $ | $ | ( | $ | $ | ( | $ | ( | |||||||||
| Nine Months 2022 | Marketable Securities | Pension Plans | Hedges | Financial Statement Translation | Total | ||||||||||||
| Beginning | $ | $ | ( | $ | $ | ( | $ | ( | |||||||||
| OCI | ( | ||||||||||||||||
| Income taxes | ( | ( | ( | ( | |||||||||||||
| Reclassifications to: | |||||||||||||||||
| Cost of sales | ( | ( | |||||||||||||||
| Other (income) expense, net | ( | ( | ( | ||||||||||||||
| Income taxes | ( | ( | |||||||||||||||
| Net OCI | $ | ( | $ | $ | $ | $ | |||||||||||
| Ending | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||
| Nine Months 2021 | Marketable Securities | Pension Plans | Hedges | Financial Statement Translation | Total | ||||||||||||
| Beginning | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||
| OCI | |||||||||||||||||
| Income taxes | ( | ( | |||||||||||||||
| Reclassifications to: | |||||||||||||||||
| Cost of sales | |||||||||||||||||
| Other (income) expense, net | ( | ( | |||||||||||||||
| Income taxes | ( | ( | |||||||||||||||
| Net OCI | $ | $ | $ | $ | $ | ||||||||||||
| Ending | $ | $ | ( | $ | $ | ( | $ | ( | |||||||||
NOTE 4 - DERIVATIVE INSTRUMENTS
We use operational and economic hedges, foreign currency exchange forward contracts, net investment hedges (both derivative and non-derivative financial instruments) and interest rate derivative instruments to manage the impact of currency exchange and interest rate fluctuations on earnings, cash flow and equity. We do not enter into derivative instruments for speculative purposes. We are exposed to potential credit loss in the event of nonperformance by our counterparties on our outstanding derivative instruments but do not anticipate nonperformance by any of our counterparties. Should a counterparty default, our maximum loss exposure is the asset balance of the instrument. We have not changed our hedging strategies, accounting practices or objectives from those disclosed in our Annual Report on Form 10-K for 2021.
Foreign Currency Hedges
| September 2022 | Cash Flow | Net Investment | Non-Designated | Total | ||||||||||
| Gross notional amount | $ | $ | $ | $ | ||||||||||
| Maximum term in years | ||||||||||||||
| Fair value: | ||||||||||||||
| Other current assets | $ | $ | $ | $ | ||||||||||
| Other noncurrent assets | ||||||||||||||
| Other current liabilities | ( | ( | ( | |||||||||||
| Other noncurrent liabilities | ( | ( | ||||||||||||
| Total fair value | $ | $ | $ | $ | ||||||||||
| December 2021 | Cash Flow | Net Investment | Non-Designated | Total | ||||||||||
| Gross notional amount | $ | $ | $ | $ | ||||||||||
| Maximum term in years | ||||||||||||||
| Fair value: | ||||||||||||||
| Other current assets | $ | $ | $ | $ | ||||||||||
| Other noncurrent assets | ||||||||||||||
| Other current liabilities | ( | ( | ( | |||||||||||
| Total fair value | $ | $ | $ | $ | ||||||||||
We had €1.5 billion and €2.0 billion on September 30, 2022 and December 31, 2021 of certain foreign currency forward contracts designated as net investment hedges to hedge a portion of our investments in certain of our entities with functional currencies denominated in Euros. In addition to these derivative financial instruments designated as net investment hedges, we had €4.4
In the nine months 2022 we settled certain foreign currency forward contracts designated as net investment hedges resulting in cash proceeds of $197 . The amounts in AOCI related to settled net investment hedges will remain in AOCI until the hedged investment is either sold or substantially liquidated.
On September 30, 2022 the total after tax gain (loss) in AOCI related to designated net investment hedges was $603 .
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 6 | ||||
| STRYKER CORPORATION | 2022 Third Quarter Form 10-Q | |||||||
Net Currency Exchange Rate Gains (Losses)
| Derivative | Three Months | Nine Months | ||||||||||||||||||
| instrument: | Recorded in: | 2022 | 2021 | 2022 | 2021 | |||||||||||||||
| Cash Flow | Cost of sales | $ | $ | ( | $ | $ | ( | |||||||||||||
| Net Investment | Other income (expense), net | |||||||||||||||||||
| Non-Designated | Other income (expense), net | ( | ( | ( | ||||||||||||||||
| Total | $ | $ | ( | $ | $ | |||||||||||||||
Pretax gains (losses) on derivatives designated as cash flow hedges of $50 and net investment hedges of $34 recorded in AOCI are expected to be reclassified to cost of sales and other income (expense), net in earnings within 12 months as of September 30, 2022. This cash flow hedge reclassification is primarily due to the sale of inventory that includes previously hedged purchases. A component of the AOCI amounts related to net investment hedges is reclassified over the life of the hedge instruments as we elected to exclude the initial value of the component related to the spot-forward difference from the effectiveness assessment.
Interest Rate Hedges
Pretax gains of $5 recorded in AOCI related to other interest rate hedges closed in conjunction with debt issuances are expected to be reclassified to other income (expense), net in earnings within 12 months of September 30, 2022. The cash flow effect of interest rate hedges is recorded in cash flow from operations.
NOTE 5 - FAIR VALUE MEASUREMENTS
Our policies for managing risk related to foreign currency, interest rates, credit and markets and our process for determining fair value have not changed from those described in our Annual Report on Form 10-K for 2021.
During the three months 2022 we determined that certain commercial and regulatory milestones related to technology acquired in the purchase of Mobius Imaging and Cardan Robotics were no longer probable of being achieved and recorded a $110 reduction in the fair value of contingent consideration reflected in selling, general and administrative expenses.
There were no significant transfers into or out of any level of the fair value hierarchy in 2022.
Assets Measured at Fair Value | September | December | ||||||
| 2022 | 2021 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Trading marketable securities | ||||||||
| Level 1 - Assets | $ | $ | ||||||
| Available-for-sale marketable securities: | ||||||||
| Corporate and asset-backed debt securities | $ | $ | ||||||
| Foreign government debt securities | ||||||||
| United States agency debt securities | ||||||||
| United States Treasury debt securities | ||||||||
| Certificates of deposit | ||||||||
| Total available-for-sale marketable securities | $ | $ | ||||||
| Foreign currency exchange forward contracts | ||||||||
| Level 2 - Assets | $ | $ | ||||||
| Total assets measured at fair value | $ | $ | ||||||
Liabilities Measured at Fair Value | September | December | ||||||
| 2022 | 2021 | |||||||
| Deferred compensation arrangements | $ | $ | ||||||
| Level 1 - Liabilities | $ | $ | ||||||
| Foreign currency exchange forward contracts | $ | $ | ||||||
| Level 2 - Liabilities | $ | $ | ||||||
| Contingent consideration: | ||||||||
| Beginning | $ | $ | ||||||
| Additions | ||||||||
| Change in estimate | ( | ( | ||||||
| Settlements | ( | ( | ||||||
| Ending | $ | $ | ||||||
| Level 3 - Liabilities | $ | $ | ||||||
| Total liabilities measured at fair value | $ | $ | ||||||
Fair Value of Available for Sale Securities by Maturity | ||||||||
| September 2022 | December 2021 | |||||||
| Due in one year or less | $ | $ | ||||||
| Due after one year through three years | $ | $ | ||||||
On September 30, 2022 and December 31, 2021 the aggregate difference between the cost and fair value of available-for-sale marketable securities was nominal. Interest and marketable securities income was $26 and $15 in the three months and $61 and $50 in the nine months 2022 and 2021, which was recorded in other income (expense), net.
NOTE 6 - CONTINGENCIES AND COMMITMENTS
We are involved in various ongoing proceedings, legal actions and claims arising in the normal course of business, including proceedings related to product, labor, intellectual property and other matters, the most significant of which are more fully described below. The outcomes of these matters will generally not be known for prolonged periods of time. In certain of the legal proceedings the claimants seek damages as well as other compensatory and equitable relief that could result in the payment of significant claims and settlements and/or the imposition of injunctions or other equitable relief. For legal matters for which management had sufficient information to reasonably estimate our future obligations, a liability representing management's best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within the range is not known, is recorded. The estimates are based on consultation with legal counsel, previous settlement experience and settlement strategies. If actual outcomes are less favorable than those estimated by management, additional expense may be incurred, which could unfavorably affect future operating results. We are self-insured for certain claims and expenses. The ultimate cost to us with respect to product liability claims could be materially different than the amount of the current estimates and accruals and could have a material adverse effect on our financial position, results of operations and cash flows.
In April 2022 the United States District Court for the District of Delaware issued a judgment following a jury verdict in favor of PureWick Corporation (PureWick) for its 2019 complaint seeking patent infringement damages related to our PrimaFit and PrimoFit products. The court awarded damages and we recorded charges of $28 in March 2022. In June 2022 PureWick filed a motion to seek enhancement of the judgment and if successful, the judgment could total approximately $100 and include an
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 7 | ||||
| STRYKER CORPORATION | 2022 Third Quarter Form 10-Q | |||||||
injunction against future sales. We intend to appeal the outcome of this case.
Recall Matters
In June 2012 we voluntarily recalled our Rejuvenate and ABG II Modular-Neck hip stems and terminated global distribution of these hip products. Product liability lawsuits relating to this voluntary recall have been filed against us. In November 2014 we entered into a settlement agreement to compensate eligible United States patients who had revision surgery prior to November 3, 2014 and in December 2016 the settlement program was extended to patients who had revision surgery prior to December 19, 2016. In September 2020 we entered into a second settlement agreement to compensate eligible United States patients who had revision surgery prior to September 9, 2020. There are remaining lawsuits that we will continue to defend against.
In August 2016 and May 2018 we voluntarily recalled certain lot-specific sizes and offsets of LFIT Anatomic CoCr V40 Femoral Heads. Product liability lawsuits and claims relating to this voluntary recall have been filed against us. In November 2018 we entered into a settlement agreement to resolve a significant number of claims and lawsuits related to the recalls. In April 2022 we executed a second agreement to resolve a significant number of claims and lawsuits related to the recalls. The specific terms of the settlement agreement, including the financial terms, are confidential.
With the acquisition of Wright Medical Group N.V. (Wright) in November 2020, we are responsible for certain product liability claims, primarily related to certain hip products sold by Wright prior to its 2014 divestiture of the OrthoRecon business. We will continue to evaluate each claim and the possible loss we may incur.
We have incurred, and expect to incur in the future, costs associated with the defense and settlement of these matters. For the nine months 2022 we have recorded charges of $14 primarily related to Wright hip products and made payments of $26 primarily related to Rejuvenate and ABG II Modular-Neck hip stems. Based on the information that has been received, we have estimated the remaining range of probable loss related to recall matters globally to be approximately $375 to $510 . We have recorded reserves representing the remaining minimum of the range of probable loss. The final outcomes of these matters are dependent on many factors that are difficult to predict. Accordingly the ultimate cost related to these matters may be materially different than the amount of our current estimate and accruals and could have a material adverse effect on our results of operations and cash flows.
Leases | September | December | |||||||||
| 2022 | 2021 | ||||||||||
| Right-of-use assets | $ | $ | |||||||||
| Lease liabilities, current | $ | $ | |||||||||
| Lease liabilities, non-current | $ | $ | |||||||||
| Other information: | |||||||||||
| Weighted-average remaining lease term | |||||||||||
| Weighted-average discount rate | % | % | |||||||||
| Three Months | Nine Months | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | |||||||||||||||||||
NOTE 7 - ACQUISITIONS
We acquire stock in companies and various assets that continue to support our capital deployment and product development strategies. The aggregate purchase price of our acquisitions, net of cash acquired was $2,563 and $267 in the nine months 2022 and 2021.
In February 2022 we completed the acquisition of Vocera Communications, Inc. (Vocera) for $79.25 per share, or an aggregate purchase price of $2.6 billion, net of cash acquired ($3.0 billion including convertible notes). Vocera is a leader in the digital care coordination and communication category. Vocera is part of our Medical business within MedSurg and Neurotechnology. Goodwill attributable to the acquisition reflects the strategic benefits of expanding our presence in adjacent markets, diversifying our product portfolio, advancing innovations, and accelerating our digital aspirations. This goodwill is not deductible for tax purposes.
In the nine months 2022 note holders elected to redeem the 1.50 % and 0.50 % convertible notes assumed in the Vocera acquisition for $101 and $324 . These repayments are classified as financing activities in the Consolidated Statements of Cash Flows.
Share-based awards for Vocera employees vested upon our acquisition and a charge of $132 was recorded in selling, general and administrative expenses in 2022.
Purchase price allocations for our significant acquisitions are:
| Purchase Price Allocation of Acquired Net Assets | |||||
| 2022 | Vocera | ||||
| Tangible assets and liabilities: | |||||
| Accounts receivable | $ | ||||
| Inventory | |||||
| Deferred income tax assets | |||||
| Other assets | |||||
| Debt | ( | ||||
| Deferred income tax liabilities | ( | ||||
| Other liabilities | ( | ||||
| Intangible assets: | |||||
| Customer and distributor relationships | |||||
| Developed technology and patents | |||||
| Trade name | |||||
| Goodwill | |||||
Purchase price, net of cash acquired of $ | $ | ||||
| Weighted-average life of intangible assets | |||||
Purchase price allocations for Vocera were based on preliminary valuations, primarily related to intangible assets and deferred income taxes. Our estimates and assumptions are subject to change within the measurement period.
| Consolidated Estimated Amortization Expense | ||||||||||||||
| Remainder of 2022 | 2023 | 2024 | 2025 | 2026 | ||||||||||
| $ | $ | $ | $ | $ | ||||||||||
NOTE 8 - DEBT AND CREDIT FACILITIES
We have lines of credit issued by various financial institutions that are available to fund our day-to-day operating needs. Certain of our credit facilities require us to comply with financial and other covenants. We were in compliance with all covenants on September 30, 2022.
In February 2022 we entered into a $1.5 billion term loan agreement that matures on February 22, 2025 and bears interest at a base rate based on the Term Secured Overnight Financing Rate (SOFR) plus 0.725 %. In the nine months 2022 we repaid $500 on the term loan.
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 8 | ||||
| STRYKER CORPORATION | 2022 Third Quarter Form 10-Q | |||||||
In 2022 our Board of Directors approved an increase to the maximum amount of commercial paper that can be outstanding from $1,500 to $2,250 .
On September 30, 2022 there were no 397 days from the date of issuance.
| Summary of Total Debt | September 2022 | December 2021 | ||||||||||||||||||
| Rate | Due | |||||||||||||||||||
| Senior unsecured notes: | ||||||||||||||||||||
| $ | $ | |||||||||||||||||||
| Term loan | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Total debt | $ | $ | ||||||||||||||||||
| Less current maturities of debt | ||||||||||||||||||||
| Total long-term debt | $ | $ | ||||||||||||||||||
| September 2022 | December 2021 | |||||||||||||||||||
| Unamortized debt issuance costs | $ | $ | ||||||||||||||||||
| Borrowing capacity on existing facilities | $ | $ | ||||||||||||||||||
| Fair value of senior unsecured notes | $ | $ | ||||||||||||||||||
NOTE 9 - INCOME TAXES
NOTE 10 - SEGMENT INFORMATION
As previously disclosed, effective December 31, 2021 we changed our reportable business segments to (i) MedSurg and Neurotechnology and (ii) Orthopaedics and Spine to align to our new internal reporting structure. We have reflected these changes in all historical periods presented.
| Three Months | Nine Months | ||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||
| MedSurg and Neurotechnology | $ | $ | $ | $ | |||||||||||||
| Orthopaedics and Spine | |||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||
| MedSurg and Neurotechnology | $ | $ | $ | $ | |||||||||||||
| Orthopaedics and Spine | |||||||||||||||||
| Segment operating income | $ | $ | $ | $ | |||||||||||||
| Items not allocated to segments: | |||||||||||||||||
Corporate and other | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
| Acquisition and integration-related costs | ( | ( | ( | ||||||||||||||
Amortization of intangible assets | ( | ( | ( | ( | |||||||||||||
Restructuring-related and other charges | ( | ( | ( | ( | |||||||||||||
Medical device regulations | ( | ( | ( | ( | |||||||||||||
Recall-related matters | ( | ( | ( | ||||||||||||||
Regulatory and legal matters | ( | ( | |||||||||||||||
| Consolidated operating income | $ | $ | $ | $ | |||||||||||||
There were no significant changes to total assets by segment from information provided in our Annual Report on Form 10-K for 2021, other than the addition of the assets acquired in the Vocera acquisition which are included in the MedSurg and Neurotechnology segment.
NOTE 11 - ASSET IMPAIRMENTS
The government in China has launched regional and national programs for volume-based procurement ("VBP") of high-value medical consumables to reduce healthcare costs. Each VBP program has specific requirements to award contracts to the lowest bidders who are able to satisfy the quality and quantity requirements. The successful bidders may be guaranteed sales volume for certain products, while unsuccessful bidders may lose unit sales volume. The prices required for a successful bid have negatively impacted our existing commercial operations of joint replacement and trauma products in China.
As a result of the outcome of certain regional programs for our trauma products and the national VBP program for hips and knees we recorded charges of $105 to impair certain long-lived and intangible assets in the third quarter of 2021. These charges were included in selling, general and administrative expenses. The national VBP program for spine products took place in the third quarter of 2022 and we were unsuccessful in our bid. As a result we are exiting the spine business in China. Asset impairments recorded in the three months 2022 were not significant. Our total business in China represented approximately 2.5 % of our revenues for the nine months 2022.
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 9 | ||||
| STRYKER CORPORATION | 2022 Third Quarter Form 10-Q | |||||||
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | ||||
ABOUT STRYKER
Stryker is one of the world's leading medical technology companies and, together with our customers, we are driven to make healthcare better. We offer innovative products and services in Medical and Surgical, Neurotechnology, Orthopaedics and Spine that help improve patient and hospital outcomes. Alongside its customers around the world, Stryker impacts more than 100 million patients annually.
We segregate our operations into two reportable business segments: (i) MedSurg and Neurotechnology and (ii) Orthopaedics and Spine. MedSurg and Neurotechnology products include surgical equipment and navigation systems (Instruments), endoscopic and communications systems (Endoscopy), patient handling, emergency medical equipment and intensive care disposable products (Medical), minimally invasive products for the treatment of acute ischemic and hemorrhagic stroke (Neurovascular), a comprehensive line of products for traditional brain and open skull based surgical procedures; orthobiologic and biosurgery products, including synthetic bone grafts and vertebral augmentation products (Neuro Cranial) and other medical device products used in a variety of medical specialties. Orthopaedics and Spine products consist primarily of implants used in hip and knee joint replacements and trauma and extremity surgeries, and cervical, thoracolumbar and interbody systems used in spinal injury, deformity and degenerative therapies.
Macroeconomic Environment
The global economy is experiencing increased inflationary pressures in part due to global supply chain disruptions, labor shortages and other impacts of the COVID-19 pandemic and current macroeconomic environment which we anticipate will continue. Higher interest rates and capital costs, higher shipping costs, increased costs of labor and weakening foreign currency exchange rates are creating additional economic challenges. We expect these conditions to cause our customers to decrease or delay orders for our products and services, and the higher interest rates to impact demand for our capital products.
Our operations have been adversely impacted by the inflationary pressures primarily related to labor, steel and transportation costs as well as the impact of purchasing electronic components at premium prices on the spot market. Sales growth in certain products has been constrained by the continuing supply chain challenges and electronic component shortages, especially impacting the capital products in our MedSurg businesses.
Russia and Ukraine Conflict
The military conflict in Russia and Ukraine and the sanctions imposed by the United States government and other nations in response to this conflict have caused significant volatility and disruptions to the global markets. Given that we provide life-saving and life-enhancing products, we plan to continue operating in Russia provided we can safely do so. During the nine months 2022 net sales in Russia were approximately 0.3% of our revenues. Although Russia does not constitute a material portion of our business, there is uncertainty around the impact it will have on the global economy, supply chains and fuel and energy prices generally, and therefore our business. Refer to Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 for further details.
China Volume-Based Procurement and Import Purchase Evaluation
The government in China has launched regional and national programs for volume-based procurement ("VBP") of high-value medical consumables to reduce healthcare costs. Each VBP program has specific requirements to award contracts to the lowest bidders who are able to satisfy the quality and quantity requirements. The successful bidders may be guaranteed sales volume for certain products, while unsuccessful bidders may lose unit sales volume. The prices required for a successful bid have negatively impacted our existing commercial operations of joint replacement and trauma products in China. The national VBP program for spine products took place in the third quarter of 2022 and we were unsuccessful in our bid. As a result we are exiting the spine business in China. We expect regional VBP programs to be initiated for neurovascular products in the fourth quarter of 2022 and additional VBP programs may be initiated in the future. China has also issued national guiding standards for Import Purchase Evaluation which has increased the purchase of locally sourced equipment in China's public hospitals and is impacting our MedSurg business in China. Our business in China represented approximately 2.5% of our revenues for the nine months 2022.
Overview of the Three and Nine Months
In the three months 2022 we achieved sales growth of 7.7% from 2021. Excluding the impact of acquisitions and divestitures sales grew 9.9% in constant currency. We reported operating income margin of 18.0%, net earnings of $816 and net earnings per diluted share of $2.14. Excluding the impact of certain items, adjusted operating income margin(1) contracted by 310 basis points to 22.3%, with adjusted net earnings(1) of $810 and adjusted net earnings per diluted share(1) of $2.12, a decrease of 3.6% from 2021.
In the nine months 2022 we achieved sales growth of 6.8% from 2021. Excluding the impact of acquisitions and divestitures sales grew 8.3% in constant currency. We reported operating income margin of 15.3%, net earnings of $1,795 and net earnings per diluted share of $4.70. Excluding the impact of certain items, adjusted operating income margin(1) contracted by 240 basis points to 22.6%, with adjusted net earnings(1) of $2,422 and adjusted net earnings per diluted share(1) of $6.34, a decrease of 0.6% from 2021.
Recent Developments
In February 2022 we entered into a $1.5 billion term loan agreement that matures on February 22, 2025 and bears interest at a base rate based on the Term Secured Overnight Financing Rate (SOFR) plus 0.725%. In June and September 2022 we repaid $250 and $250 of this term loan.
In February 2022 we completed the acquisition of Vocera Communications, Inc. (Vocera) for $79.25 per share, or an aggregate purchase price of $2.6 billion, net of cash acquired ($3.0 billion including convertible notes). Vocera is a leader in the digital care coordination and communication category. Vocera is part of our Medical business within MedSurg and Neurotechnology. Goodwill attributable to the acquisition reflects the strategic benefits of expanding our presence in adjacent markets, diversifying our product portfolio, advancing innovations, and accelerating our digital aspirations. Refer to Note 7 to our Consolidated Financial Statements for further information.
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 10 | ||||
| STRYKER CORPORATION | 2022 Third Quarter Form 10-Q | |||||||
On August 16, 2022 the Inflation Reduction Act (“IRA”) was enacted into law. The IRA includes a 15% corporate alternative minimum tax effective in 2023 and a 1% tax on share repurchases after December 31, 2022. We are currently evaluating the impact of the IRA and do not expect the tax-related provisions to have a material impact on our Consolidated Financial Statements. The impact of the excise tax on share repurchases will be dependent on the extent of share repurchases made in future periods.
(1) Refer to "Non-GAAP Financial Measures" for a discussion of non-GAAP financial measures used in this report and a reconciliation to the most directly comparable GAAP financial measure.
| CONSOLIDATED RESULTS OF OPERATIONS | |||||||||||||||||||||||||||||||||||
| Three Months | Nine Months | ||||||||||||||||||||||||||||||||||
| Percent Net Sales | Percentage | Percent Net Sales | Percentage | ||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | Change | 2022 | 2021 | 2022 | 2021 | Change | ||||||||||||||||||||||||||
| Net sales | $ | 4,479 | $ | 4,160 | 100.0 | % | 100.0 | % | 7.7 | % | $ | 13,247 | $ | 12,407 | 100.0 | % | 100.0 | % | 6.8 | % | |||||||||||||||
| Gross profit | 2,782 | 2,642 | 62.1 | 63.5 | 5.3 | 8,342 | 7,923 | 63.0 | 63.9 | 5.3 | |||||||||||||||||||||||||
| Research, development and engineering expenses | 364 | 306 | 8.1 | 7.4 | 19.0 | 1,128 | 904 | 8.5 | 7.3 | 24.8 | |||||||||||||||||||||||||
| Selling, general and administrative expenses | 1,455 | 1,602 | 32.5 | 38.5 | (9.2) | 4,704 | 4,682 | 35.5 | 37.7 | 0.5 | |||||||||||||||||||||||||
| Recall charges | (4) | 16 | (0.1) | 0.4 | nm | 14 | 98 | 0.1 | 0.8 | nm | |||||||||||||||||||||||||
| Amortization of intangible assets | 159 | 144 | 3.5 | 3.5 | 10.4 | 469 | 474 | 3.5 | 3.8 | (1.1) | |||||||||||||||||||||||||
| Other income (expense), net | 8 | (79) | 0.2 | (1.9) | nm | (105) | (241) | (0.8) | (1.9) | (56.4) | |||||||||||||||||||||||||
| Income taxes | — | 57 | nm | nm | (100.0) | 127 | 192 | nm | nm | (33.9) | |||||||||||||||||||||||||
| Net earnings | $ | 816 | $ | 438 | 18.2 | % | 10.5 | % | 86.3 | % | $ | 1,795 | $ | 1,332 | 13.6 | % | 10.7 | % | 34.8 | % | |||||||||||||||
| Net earnings per diluted share | $ | 2.14 | $ | 1.14 | 87.7 | % | $ | 4.70 | $ | 3.48 | 35.1 | % | |||||||||||||||||||||||
Adjusted net earnings per diluted share(1) | $ | 2.12 | $ | 2.20 | (3.6) | % | $ | 6.34 | $ | 6.38 | (0.6) | % | |||||||||||||||||||||||
nm - not meaningful
| Geographic and Segment Net Sales | Three Months | Nine Months | |||||||||||||||||||||||||||||||||
| Percentage Change | Percentage Change | ||||||||||||||||||||||||||||||||||
| 2022 | 2021 | As Reported | Constant Currency | 2022 | 2021 | As Reported | Constant Currency | ||||||||||||||||||||||||||||
| Geographic: | |||||||||||||||||||||||||||||||||||
| United States | $ | 3,360 | $ | 3,019 | 11.3 | % | 11.3 | % | $ | 9,776 | $ | 8,903 | 9.8 | % | 9.8 | % | |||||||||||||||||||
| International | 1,119 | 1,141 | (1.9) | 11.7 | 3,471 | 3,504 | (0.9) | 9.1 | |||||||||||||||||||||||||||
| Total | $ | 4,479 | $ | 4,160 | 7.7 | % | 11.4 | % | $ | 13,247 | $ | 12,407 | 6.8 | % | 9.6 | % | |||||||||||||||||||
| Segment: | |||||||||||||||||||||||||||||||||||
| MedSurg and Neurotechnology | $ | 2,588 | $ | 2,349 | 10.2 | % | 13.5 | % | $ | 7,560 | $ | 6,899 | 9.6 | % | 12.1 | % | |||||||||||||||||||
| Orthopaedics and Spine | 1,891 | 1,811 | 4.4 | 8.7 | 5,687 | 5,508 | 3.2 | 6.5 | |||||||||||||||||||||||||||
| Total | $ | 4,479 | $ | 4,160 | 7.7 | % | 11.4 | % | $ | 13,247 | $ | 12,407 | 6.8 | % | 9.6 | % | |||||||||||||||||||
| Supplemental Net Sales Growth Information | |||||||||||||||||||||||||||||||||||||||||||||||
| Three Months | Nine Months | ||||||||||||||||||||||||||||||||||||||||||||||
| Percentage Change | Percentage Change | ||||||||||||||||||||||||||||||||||||||||||||||
| United States | International | United States | International | ||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | As Reported | Constant Currency | As Reported | As Reported | Constant Currency | 2022 | 2021 | As Reported | Constant Currency | As Reported | As Reported | Constant Currency | ||||||||||||||||||||||||||||||||||
| MedSurg and Neurotechnology: | |||||||||||||||||||||||||||||||||||||||||||||||
| Instruments | $ | 535 | $ | 525 | 1.8 | % | 4.8 | % | 2.3 | % | — | % | 14.4 | % | $ | 1,626 | $ | 1,511 | 7.6 | % | 9.9 | % | 10.1 | % | (1.0) | % | 9.4 | % | |||||||||||||||||||
| Endoscopy | 590 | 525 | 12.4 | 14.9 | 14.8 | 3.1 | 15.6 | 1,728 | 1,512 | 14.3 | 16.6 | 16.3 | 7.2 | 17.8 | |||||||||||||||||||||||||||||||||
| Medical | 765 | 636 | 20.1 | 22.9 | 25.8 | — | 12.7 | 2,095 | 1,898 | 10.4 | 12.4 | 15.7 | (7.3) | 1.2 | |||||||||||||||||||||||||||||||||
| Neurovascular | 294 | 295 | (0.3) | 7.6 | (2.0) | 0.7 | 13.6 | 901 | 885 | 1.7 | 7.1 | (1.7) | 3.8 | 12.7 | |||||||||||||||||||||||||||||||||
| Neuro Cranial | 332 | 299 | 11.3 | 13.9 | 12.7 | 5.0 | 19.6 | 992 | 890 | 11.5 | 13.4 | 13.2 | 4.2 | 14.3 | |||||||||||||||||||||||||||||||||
| Other | 72 | 69 | 5.9 | 6.0 | 5.8 | 12.9 | 16.4 | 218 | 203 | 7.8 | 7.8 | 7.3 | 42.1 | 45.2 | |||||||||||||||||||||||||||||||||
| $ | 2,588 | $ | 2,349 | 10.2 | % | 13.5 | % | 13.2 | % | 1.3 | % | 14.4 | % | $ | 7,560 | $ | 6,899 | 9.6 | % | 12.1 | % | 12.7 | % | 1.0 | % | 10.4 | % | ||||||||||||||||||||
| Orthopaedics and Spine: | |||||||||||||||||||||||||||||||||||||||||||||||
| Knees | $ | 481 | $ | 439 | 9.6 | % | 13.4 | % | 13.7 | % | (1.7) | % | 12.3 | % | $ | 1,445 | $ | 1,325 | 9.1 | % | 12.1 | % | 11.8 | % | 1.6 | % | 12.8 | % | |||||||||||||||||||
| Hips | 347 | 328 | 5.6 | 11.3 | 12.4 | (5.0) | 9.6 | 1,038 | 990 | 4.8 | 9.2 | 8.3 | (0.7) | 10.5 | |||||||||||||||||||||||||||||||||
| Trauma and Extremities | 672 | 639 | 5.1 | 9.5 | 10.4 | (7.1) | 7.3 | 2,033 | 1,953 | 4.1 | 7.2 | 7.9 | (4.8) | 5.6 | |||||||||||||||||||||||||||||||||
| Spine | 280 | 282 | (1.0) | 2.6 | 2.0 | (8.7) | 3.9 | 849 | 867 | (2.1) | 0.6 | 0.6 | (8.5) | 0.7 | |||||||||||||||||||||||||||||||||
| Other | 111 | 123 | (9.2) | (5.6) | (11.2) | (1.7) | 15.5 | 322 | 373 | (13.4) | (10.6) | (16.0) | (4.3) | 9.0 | |||||||||||||||||||||||||||||||||
| $ | 1,891 | $ | 1,811 | 4.4 | % | 8.7 | % | 8.6 | % | (5.4) | % | 8.8 | % | $ | 5,687 | $ | 5,508 | 3.2 | % | 6.5 | % | 6.0 | % | (3.0) | % | 7.7 | % | ||||||||||||||||||||
| Total | $ | 4,479 | $ | 4,160 | 7.7 | % | 11.4 | % | 11.3 | % | (1.9) | % | 11.7 | % | $ | 13,247 | $ | 12,407 | 6.8 | % | 9.6 | % | 9.8 | % | (0.9) | % | 9.1 | % | |||||||||||||||||||
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 11 | ||||
| STRYKER CORPORATION | 2022 Third Quarter Form 10-Q | |||||||
Consolidated Net Sales
Consolidated net sales increased 7.7% in the three months 2022 as reported and 11.4% in constant currency, as foreign currency exchange rates negatively impacted net sales by 3.7%. Excluding the 1.5% impact of acquisitions and divestitures, net sales in constant currency increased by 10.6% from increased unit volume partially offset by 0.7% due to lower prices. The unit volume increase was due to higher shipments across all MedSurg and Neurotechnology products and most Orthopaedics and Spine products.
Consolidated net sales increased 6.8% in the nine months 2022 as reported and 9.6% in constant currency, as foreign currency exchange rates negatively impacted net sales by 2.8%. Excluding the 1.3% impact of acquisitions and divestitures, net sales in constant currency increased by 9.4% from increased unit volume partially offset by 1.1% due to lower prices. The unit volume increase was due to higher shipments across all MedSurg and Neurotechnology products and most Orthopaedics and Spine products.
MedSurg and Neurotechnology Net Sales
MedSurg and Neurotechnology net sales increased 10.2% in the three months 2022 as reported and 13.5% in constant currency, as foreign currency exchange rates negatively impacted net sales by 3.3%. Excluding the 2.7% impact of acquisitions and divestitures, net sales in constant currency increased by 9.8% from increased unit volume and 1.0% from higher prices. The unit volume increase was due to higher shipments across all MedSurg and Neurotechnology products.
MedSurg and Neurotechnology net sales increased 9.6% in the nine months 2022 as reported and 12.1% in constant currency, as foreign currency exchange rates negatively impacted net sales by 2.5%. Excluding the 2.3% impact of acquisitions and divestitures, net sales in constant currency increased by 9.5% from increased unit volume and 0.3% from higher prices. The unit volume increase was due to higher shipments across all MedSurg products.
Orthopaedics and Spine Net Sales
Orthopaedics and Spine net sales increased 4.4% in the three months 2022 as reported and 8.7% in constant currency, as foreign currency exchange rates negatively impacted net sales by 4.3%. Net sales in constant currency increased 11.6% from increased unit volume partially offset by 2.9% from lower prices. The unit volume increase was due to higher shipments across most Orthopaedics and Spine products.
Orthopaedics and Spine net sales increased 3.2% in the nine months 2022 as reported and 6.5% in constant currency, as foreign currency exchange rates negatively impacted net sales by 3.3%. Net sales in constant currency increased 9.3% from increased unit volume partially offset by 2.8% from lower prices. The unit volume increase was due to higher shipments across most Orthopaedics and Spine products.
Gross Profit
Gross profit as a percentage of sales in the three months 2022 decreased to 62.1% from 63.5% in 2021. Excluding the impact of the items noted below, gross profit decreased to 62.6% of sales in the three months 2022 from 66.3% in 2021 due to increased costs from purchases of electronic components at premium prices on the spot market and other inflationary pressures, primarily related to labor, steel and transportation, as well as inefficiencies from supply chain disruptions.
Gross profit as a percentage of sales in the nine months 2022 decreased to 63.0% from 63.9% in 2021. Excluding the impact of the items noted below, gross profit decreased to 63.3% of sales in the nine months 2022 from 65.9% in 2021 primarily due to increased costs from purchases of electronic components at premium prices on the spot market and other inflationary pressures, primarily related to labor, steel and transportation, as well as inefficiencies from supply chain disruptions.
| Percent Net Sales | ||||||||||||||
| Three Months | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Reported | $ | 2,782 | $ | 2,642 | 62.1 | % | 63.5 | % | ||||||
| Inventory stepped-up to fair value | — | 94 | — | 2.3 | ||||||||||
| Restructuring-related and other charges | 19 | 20 | 0.5 | 0.5 | ||||||||||
| Medical device regulations | 1 | 1 | — | — | ||||||||||
| Adjusted | $ | 2,802 | $ | 2,757 | 62.6 | % | 66.3 | % | ||||||
| Percent Net Sales | ||||||||||||||
| Nine Months | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Reported | $ | 8,342 | $ | 7,923 | 63.0 | % | 63.9 | % | ||||||
| Inventory stepped-up to fair value | 12 | 231 | 0.1 | 1.9 | ||||||||||
| Restructuring-related and other charges | 29 | 20 | 0.2 | 0.1 | ||||||||||
| Medical device regulations | 3 | 2 | — | — | ||||||||||
| Adjusted | $ | 8,386 | $ | 8,176 | 63.3 | % | 65.9 | % | ||||||
Research, Development and Engineering Expenses
Research, development and engineering expenses increased $58 or 19.0% in the three months 2022 and increased as a percentage of sales to 8.1% from 7.4% in 2021. Excluding the impact of the items noted below, expenses increased to 7.1% of sales in 2022 from 6.7% in 2021.
Research, development and engineering expenses increased $224 or 24.8% in the nine months 2022 and increased as a percentage of sales to 8.5% from 7.3% in 2021. Excluding the impact of the items noted below, expenses increased to 7.1% of sales in 2022 from 6.7% in 2021.
The increases for the three and nine months reflect our continued investment in innovation, integration of recent acquisitions and for the nine months the write-off of certain intangible assets.
| Percent Net Sales | ||||||||||||||
| Three Months | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Reported | $ | 364 | $ | 306 | 8.1 | % | 7.4 | % | ||||||
| Restructuring-related and other charges | (8) | — | (0.2) | — | ||||||||||
| Medical device regulations | (39) | (26) | (0.8) | (0.7) | ||||||||||
| Adjusted | $ | 317 | $ | 280 | 7.1 | % | 6.7 | % | ||||||
| Percent Net Sales | ||||||||||||||
| Nine Months | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Reported | $ | 1,128 | $ | 904 | 8.5 | % | 7.3 | % | ||||||
| Restructuring-related and other charges | (87) | — | (0.7) | — | ||||||||||
| Medical device regulations | (95) | (70) | (0.7) | (0.6) | ||||||||||
| Adjusted | $ | 946 | $ | 834 | 7.1 | % | 6.7 | % | ||||||
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased $147 or 9.2% in the three months 2022 and decreased as a percentage of sales to 32.5% from 38.5% in 2021. During the three months 2022 we determined that certain commercial and regulatory milestones related to technology acquired in the purchase of Mobius Imaging and Cardan Robotics were no longer probable of being achieved and recorded $110 to reduce the fair value of contingent consideration as well as $8 in research, development and engineering expenses to write off the related in-process research and development intangible asset. Excluding the impact of the items noted below, expenses decreased to 33.1% of sales in 2022 from 34.1% in 2021.
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 12 | ||||
| STRYKER CORPORATION | 2022 Third Quarter Form 10-Q | |||||||
Selling, general and administrative expenses increased $22 or 0.5% in the nine months 2022 and decreased as a percentage of sales to 35.5% from 37.7%. Share-based awards for Vocera employees vested upon our acquisition in 2022 and a charge of $132 was recorded. Excluding the impact of the items noted below, expenses decreased to 33.5% of sales in 2022 from 34.2% in 2021.
The decreases as a percentage of sales for the three and nine months were due to fixed cost leverage and continued cost discipline.
| Percent Net Sales | ||||||||||||||
| Three Months | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Reported | $ | 1,455 | $ | 1,602 | 32.5 | % | 38.5 | % | ||||||
| Other acquisition and integration-related | 78 | (32) | 1.7 | (0.8) | ||||||||||
| Restructuring-related and other charges | (31) | (158) | (0.7) | (3.8) | ||||||||||
| Medical device regulations | 2 | — | — | — | ||||||||||
| Regulatory and legal matters | (20) | 7 | (0.4) | 0.2 | ||||||||||
| Adjusted | $ | 1,484 | $ | 1,419 | 33.1 | % | 34.1 | % | ||||||
| Percent Net Sales | ||||||||||||||
| Nine Months | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Reported | $ | 4,704 | $ | 4,682 | 35.5 | % | 37.7 | % | ||||||
| Other acquisition and integration-related | (96) | (264) | (0.7) | (2.1) | ||||||||||
| Restructuring-related and other charges | (113) | (189) | (0.9) | (1.5) | ||||||||||
| Regulatory and legal matters | (53) | 16 | (0.4) | 0.1 | ||||||||||
| Adjusted | $ | 4,442 | $ | 4,245 | 33.5 | % | 34.2 | % | ||||||
Recall Charges
Recall charges were minimal in the three and nine months 2022 and the three months 2021. Charges of $98 in the nine months 2021 were primarily related to Rejuvenate and ABG II Modular-Neck hip stems. Refer to Note 6 to our Consolidated Financial Statements for further information.
Amortization of Intangible Assets
Amortization of intangible assets was $159 and $144 in the three months and $469 and $474 in the nine months 2022 and 2021. Refer to Note 7 to our Consolidated Financial Statements for further information.
Operating Income
Operating income increased $234 to 18.0% of sales in the three months 2022 from 13.8% of sales in 2021. Excluding the impact of the items noted below, operating income decreased to 22.3% of sales in 2022 from 25.4% in 2021 primarily due to higher costs from inflationary pressures, slightly lower selling price, unfavorable foreign currency and our continued investments in innovation, partially offset by leverage from higher sales volumes and cost discipline.
Operating income increased $262 or 14.8% to 15.3% of sales in the nine months 2022 from 14.2% of sales in 2021. Excluding the impact of the items noted below, operating income decreased to 22.6% of sales in 2022 from 25.0% in 2021 primarily due to higher costs from inflationary pressures, slightly lower selling price, unfavorable foreign currency and our continued investments in innovation, partially offset by leverage from higher sales and cost discipline.
| Percent Net Sales | ||||||||||||||
| Three Months | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Reported | $ | 808 | $ | 574 | 18.0 | % | 13.8 | % | ||||||
| Inventory stepped-up to fair value | — | 94 | — | 2.3 | ||||||||||
| Other acquisition and integration-related | (78) | 32 | (1.7) | 0.8 | ||||||||||
| Amortization of purchased intangible assets | 159 | 144 | 3.5 | 3.5 | ||||||||||
| Restructuring-related and other charges | 58 | 178 | 1.4 | 4.2 | ||||||||||
| Medical device regulations | 38 | 27 | 0.8 | 0.6 | ||||||||||
| Recall-related matters | (4) | 16 | (0.1) | 0.4 | ||||||||||
| Regulatory and legal matters | 20 | (7) | 0.4 | (0.2) | ||||||||||
| Adjusted | $ | 1,001 | $ | 1,058 | 22.3 | % | 25.4 | % | ||||||
| Percent Net Sales | ||||||||||||||
| Nine Months | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Reported | $ | 2,027 | $ | 1,765 | 15.3 | % | 14.2 | % | ||||||
| Inventory stepped-up to fair value | 12 | 231 | 0.1 | 1.9 | ||||||||||
| Other acquisition and integration-related | 96 | 264 | 0.7 | 2.1 | ||||||||||
| Amortization of purchased intangible assets | 469 | 474 | 3.5 | 3.8 | ||||||||||
| Restructuring-related and other charges | 229 | 209 | 1.8 | 1.7 | ||||||||||
| Medical device regulations | 98 | 72 | 0.7 | 0.6 | ||||||||||
| Recall-related matters | 14 | 98 | 0.1 | 0.8 | ||||||||||
| Regulatory and legal matters | 53 | (16) | 0.4 | (0.1) | ||||||||||
| Adjusted | $ | 2,998 | $ | 3,097 | 22.6 | % | 25.0 | % | ||||||
Other Income (Expense), Net
Other income (expense), net was $8 and ($79) in the three months and ($105) and ($241) in the nine months 2022 and 2021. The decrease in net expense in 2022 was primarily due to favorable investment returns and the reversal of accrued interest related to the effective settlement of the United States federal income tax audit for years 2014 through 2018. Refer to Note 9 to our Consolidated Financial Statements for further information.
Income Taxes
Our effective tax rates were 0.0% and 6.6% in the three and nine months 2022. In the three months 2022 income tax expense decreased $162 due to the effective settlement of the United States federal income tax audit for years 2014 through 2018. In addition, other income (expense), net includes a benefit of $50 related to the release of accrued interest associated with this settlement. The nine months 2022 additionally include the reversal of deferred income tax on undistributed earnings of foreign subsidiaries no longer determined to be indefinitely reinvested. Our effective tax rates of 11.5% and 12.6% in the three and nine months 2021 include certain discrete tax items.
Net Earnings
Net earnings increased to $816 or $2.14 per diluted share in the three months 2022 from $438 or $1.14 per diluted share in 2021. Adjusted net earnings per diluted share(1) was $2.12 in 2022, a decrease of 3.6% from 2021.
Net earnings increased to $1,795 or $4.70 per diluted share in the nine months 2022 from $1,332 or $3.48 per diluted share in 2021. Adjusted net earnings per diluted share(1) decreased 0.6% to $6.34 in 2022 from $6.38 in 2021.
| Percent Net Sales | ||||||||||||||
| Three Months | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Reported | $ | 816 | $ | 438 | 18.2 | % | 10.5 | % | ||||||
| Inventory stepped-up to fair value | — | 73 | — | 1.8 | ||||||||||
| Other acquisition and integration-related | (82) | 24 | (1.8) | 0.6 | ||||||||||
| Amortization of purchased intangible assets | 132 | 114 | 2.9 | 2.7 | ||||||||||
| Restructuring-related and other charges | 50 | 165 | 1.1 | 3.9 | ||||||||||
| Medical device regulations | 32 | 23 | 0.7 | 0.6 | ||||||||||
| Recall-related matters | (4) | 12 | (0.1) | 0.3 | ||||||||||
| Regulatory and legal matters | 15 | (7) | 0.3 | (0.2) | ||||||||||
| Tax matters | (149) | — | (3.2) | — | ||||||||||
| Adjusted | $ | 810 | $ | 842 | 18.1 | % | 20.2 | % | ||||||
| Percent Net Sales | ||||||||||||||
| Nine Months | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Reported | $ | 1,795 | $ | 1,332 | 13.6 | % | 10.7 | % | ||||||
| Inventory stepped-up to fair value | 9 | 176 | 0.1 | 1.4 | ||||||||||
| Other acquisition and integration-related | 46 | 204 | 0.3 | 1.6 | ||||||||||
| Amortization of purchased intangible assets | 371 | 378 | 2.8 | 3.1 | ||||||||||
| Restructuring-related and other charges | 190 | 198 | 1.4 | 1.7 | ||||||||||
| Medical device regulations | 82 | 60 | 0.6 | 0.5 | ||||||||||
| Recall-related matters | 10 | 85 | 0.1 | 0.7 | ||||||||||
| Regulatory and legal matters | 39 | (19) | 0.3 | (0.2) | ||||||||||
| Tax matters | (120) | 26 | (0.9) | 0.2 | ||||||||||
| Adjusted | $ | 2,422 | $ | 2,440 | 18.3 | % | 19.7 | % | ||||||
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 13 | ||||
| STRYKER CORPORATION | 2022 Third Quarter Form 10-Q | |||||||
Non-GAAP Financial Measures
We supplement the reporting of our financial information determined under accounting principles generally accepted in the United States (GAAP) with certain non-GAAP financial measures, including percentage sales growth in constant currency; percentage organic sales growth; adjusted gross profit; adjusted selling, general and administrative expenses; adjusted research, development and engineering expenses; adjusted operating income; adjusted other income (expense), net; adjusted effective income tax rate; adjusted net earnings; adjusted net earnings per diluted share (Diluted EPS); free cash flow; and free cash flow conversion. We believe these non-GAAP financial measures provide meaningful information to assist investors and shareholders in understanding our financial results and assessing our prospects for future performance. Management believes percentage sales growth in constant currency and the other adjusted measures described above are important indicators of our operations because they exclude items that may not be indicative of or are unrelated to our core operating results and provide a baseline for analyzing trends in our underlying businesses. Management uses these non-GAAP financial measures for reviewing the operating results of reportable business segments and analyzing potential future business trends in connection with our budget process and bases certain management incentive compensation on these non-GAAP financial measures. To measure percentage sales growth in constant currency, we remove the impact of changes in foreign currency exchange rates that affect the comparability and trend of sales. Percentage sales growth in constant currency is calculated by translating current and prior year results at the same foreign currency exchange rate. To measure percentage organic sales growth, we remove the impact of changes in foreign currency exchange rates, acquisitions and divestitures, which affect the comparability and trend of sales. Percentage organic sales growth is calculated by translating current year and prior year results at the same foreign currency exchange rates excluding the impact of acquisitions and divestitures. To measure earnings performance on a consistent and comparable basis, we exclude certain items that affect the comparability of operating results and the trend of earnings. To measure free cash flow, we adjust cash provided by operating activities by the amount of purchases of property, plant and equipment and proceeds from long-lived asset disposals and remove the impact of certain legal settlements and recall payments. To measure free cash flow conversion we divide free cash flow by adjusted net earnings. These adjustments are irregular in timing and may not be indicative of our past and future performance. The following are examples of the types of adjustments that may be included in a period:
1.Acquisition and integration-related costs. Costs related to integrating recently acquired businesses (e.g., costs associated with the termination of sales relationships, workforce reductions and other integration-related activities), changes in the fair value of contingent consideration and specific costs (e.g., inventory step-up and deal costs) related to the consummation of the acquisition process.
2.Amortization of purchased intangible assets. Periodic amortization expense related to purchased intangible assets.
3.Restructuring-related and other charges. Costs associated with the termination of sales relationships in certain countries, workforce reductions, elimination of product lines, certain long-lived and intangible asset write-offs and impairments and associated costs and other restructuring-related activities.
4.Medical device regulations. Costs specific to updating our quality system, product labeling, asset write-offs and product remanufacturing to comply with the new medical device reporting regulations and other requirements of the European Union.
5.Recall-related matters. Our best estimate of the minimum of the range of probable loss to resolve the Rejuvenate, LFIT V40 and other product recalls.
6.Regulatory and legal matters. Our best estimate of the minimum of the range of probable loss to resolve certain regulatory matters and other legal settlements.
7.Tax matters. Charges represent the impact of accounting for certain significant and discrete tax items.
Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names. These adjusted financial measures should not be considered in isolation or as a substitute for reported sales growth, gross profit, selling, general and administrative expenses, research, development and engineering expenses, operating income, other income (expense), net, effective income tax rate, net earnings and net earnings per diluted share, the most directly comparable GAAP financial measures. These non-GAAP financial measures are an additional way of viewing aspects of our operations when viewed with our GAAP results and the reconciliations to corresponding GAAP financial measures at the end of the discussion of Consolidated Results of Operations below. We strongly encourage investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.
The weighted-average diluted shares outstanding used in the calculation of non-GAAP net earnings per diluted share are the same as those used in the calculation of reported net earnings per diluted share for the respective period.
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 14 | ||||
| STRYKER CORPORATION | 2022 Third Quarter Form 10-Q | |||||||
| Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measures | ||||||||||||||||||||||||||
| Three Months 2022 | Gross Profit | Selling, General & Administrative Expenses | Research, Development & Engineering Expenses | Operating Income | Other Income (Expense), Net | Net Earnings | Effective Tax Rate | Diluted EPS | ||||||||||||||||||
| Reported | $ | 2,782 | $ | 1,455 | $ | 364 | $ | 808 | $ | 8 | $ | 816 | — | % | $ | 2.14 | ||||||||||
| Reported percent net sales | 62.1 | % | 32.5 | % | 8.1 | % | 18.0 | % | 0.2 | % | 18.2 | % | ||||||||||||||
| Acquisition and integration-related costs: | ||||||||||||||||||||||||||
| Inventory stepped-up to fair value | — | — | — | — | — | — | — | — | ||||||||||||||||||
| Other acquisition and integration-related | — | 78 | — | (78) | — | (82) | 2.0 | (0.21) | ||||||||||||||||||
| Amortization of purchased intangible assets | — | — | — | 159 | — | 132 | 0.5 | 0.34 | ||||||||||||||||||
| Restructuring-related and other charges | 19 | (31) | (8) | 58 | — | 50 | — | 0.13 | ||||||||||||||||||
| Medical device regulations | 1 | 2 | (39) | 38 | — | 32 | 0.1 | 0.08 | ||||||||||||||||||
| Recall-related matters | — | — | — | (4) | — | (4) | — | (0.01) | ||||||||||||||||||
| Regulatory and legal matters | — | (20) | — | 20 | — | 15 | 0.2 | 0.04 | ||||||||||||||||||
| Tax matters | — | — | — | — | (62) | (149) | 11.7 | (0.39) | ||||||||||||||||||
| Adjusted | $ | 2,802 | $ | 1,484 | $ | 317 | $ | 1,001 | $ | (54) | $ | 810 | 14.5 | % | $ | 2.12 | ||||||||||
| Adjusted percent net sales | 62.6 | % | 33.1 | % | 7.1 | % | 22.3 | % | (1.2) | % | 18.1 | % | ||||||||||||||
| Three Months 2021 | Gross Profit | Selling, General & Administrative Expenses | Research, Development & Engineering Expenses | Operating Income | Other Income (Expense), Net | Net Earnings | Effective Tax Rate | Diluted EPS | ||||||||||||||||||
| Reported | $ | 2,642 | $ | 1,602 | $ | 306 | $ | 574 | $ | (79) | $ | 438 | 11.5 | % | $ | 1.14 | ||||||||||
| Reported percent net sales | 63.5 | % | 38.5 | % | 7.4 | % | 13.8 | % | (1.9) | % | 10.5 | % | ||||||||||||||
| Acquisition and integration-related costs: | ||||||||||||||||||||||||||
| Inventory stepped-up to fair value | 94 | — | — | 94 | — | 73 | 1.9 | 0.19 | ||||||||||||||||||
| Other acquisition and integration-related | — | (32) | — | 32 | — | 24 | 0.8 | 0.06 | ||||||||||||||||||
| Amortization of purchased intangible assets | — | — | — | 144 | — | 114 | 2.0 | 0.30 | ||||||||||||||||||
| Restructuring-related and other charges | 20 | (158) | — | 178 | — | 165 | (2.6) | 0.44 | ||||||||||||||||||
| Medical device regulations | 1 | — | (26) | 27 | — | 23 | (0.1) | 0.06 | ||||||||||||||||||
| Recall-related matters | — | — | — | 16 | — | 12 | 0.3 | 0.03 | ||||||||||||||||||
| Regulatory and legal matters | — | 7 | — | (7) | — | (7) | 0.2 | (0.02) | ||||||||||||||||||
| Tax matters | — | — | — | — | — | — | — | — | ||||||||||||||||||
| Adjusted | $ | 2,757 | $ | 1,419 | $ | 280 | $ | 1,058 | $ | (79) | $ | 842 | 14.0 | % | $ | 2.20 | ||||||||||
| Adjusted percent net sales | 66.3 | % | 34.1 | % | 6.7 | % | 25.4 | % | (1.9) | % | 20.2 | % | ||||||||||||||
| Nine Months 2022 | Gross Profit | Selling, General & Administrative Expenses | Research, Development & Engineering Expenses | Operating Income | Other Income (Expense), Net | Net Earnings | Effective Tax Rate | Diluted EPS | ||||||||||||||||||
| Reported | $ | 8,342 | $ | 4,704 | $ | 1,128 | $ | 2,027 | $ | (105) | $ | 1,795 | 6.6 | % | $ | 4.70 | ||||||||||
| Reported percent net sales | 63.0 | % | 35.5 | % | 8.5 | % | 15.3 | % | (0.8) | % | 13.6 | % | ||||||||||||||
| Acquisition and integration-related costs: | ||||||||||||||||||||||||||
| Inventory stepped-up to fair value | 12 | — | — | 12 | — | 9 | — | 0.02 | ||||||||||||||||||
| Other acquisition and integration-related | — | (96) | — | 96 | — | 46 | 1.9 | 0.12 | ||||||||||||||||||
| Amortization of purchased intangible assets | — | — | — | 469 | — | 371 | 1.7 | 0.97 | ||||||||||||||||||
| Restructuring-related and other charges | 29 | (113) | (87) | 229 | — | 190 | 0.4 | 0.50 | ||||||||||||||||||
| Medical device regulations | 3 | — | (95) | 98 | — | 82 | 0.1 | 0.21 | ||||||||||||||||||
| Recall-related matters | — | — | — | 14 | — | 10 | 0.1 | 0.03 | ||||||||||||||||||
| Regulatory and legal matters | — | (53) | — | 53 | — | 39 | 0.3 | 0.10 | ||||||||||||||||||
| Tax matters | — | — | — | — | (74) | (120) | 3.0 | (0.31) | ||||||||||||||||||
| Adjusted | $ | 8,386 | $ | 4,442 | $ | 946 | $ | 2,998 | $ | (179) | $ | 2,422 | 14.1 | % | $ | 6.34 | ||||||||||
| Adjusted percent net sales | 63.3 | % | 33.5 | % | 7.1 | % | 22.6 | % | (1.4) | % | 18.3 | % | ||||||||||||||
| Nine Months 2021 | Gross Profit | Selling, General & Administrative Expenses | Research, Development & Engineering Expenses | Operating Income | Other Income (Expense), Net | Net Earnings | Effective Tax Rate | Diluted EPS | ||||||||||||||||||
| Reported | $ | 7,923 | $ | 4,682 | $ | 904 | $ | 1,765 | $ | (241) | $ | 1,332 | 12.6 | % | $ | 3.48 | ||||||||||
| Reported percent net sales | 63.9 | % | 37.7 | % | 7.3 | % | 14.2 | % | (1.9) | % | 10.7 | % | ||||||||||||||
| Acquisition and integration-related costs: | ||||||||||||||||||||||||||
| Inventory stepped-up to fair value | 231 | — | — | 231 | — | 176 | 1.4 | 0.46 | ||||||||||||||||||
| Other acquisition and integration-related | — | (264) | — | 264 | — | 204 | 1.4 | 0.53 | ||||||||||||||||||
| Amortization of purchased intangible assets | — | — | — | 474 | — | 378 | 1.7 | 0.99 | ||||||||||||||||||
| Restructuring-related and other charges | 20 | (189) | — | 209 | 11 | 198 | (0.7) | 0.52 | ||||||||||||||||||
| Medical device regulations | 2 | — | (70) | 72 | — | 60 | 0.1 | 0.16 | ||||||||||||||||||
| Recall-related matters | — | — | — | 98 | — | 85 | (0.1) | 0.22 | ||||||||||||||||||
| Regulatory and legal matters | — | 16 | — | (16) | (3) | (19) | 0.2 | (0.05) | ||||||||||||||||||
| Tax matters | — | — | — | — | — | 26 | (1.8) | 0.07 | ||||||||||||||||||
| Adjusted | $ | 8,176 | $ | 4,245 | $ | 834 | $ | 3,097 | $ | (233) | $ | 2,440 | 14.8 | % | $ | 6.38 | ||||||||||
| Adjusted percent net sales | 65.9 | % | 34.2 | % | 6.7 | % | 25.0 | % | (1.9) | % | 19.7 | % | ||||||||||||||
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 15 | ||||
| STRYKER CORPORATION | 2022 Third Quarter Form 10-Q | |||||||
FINANCIAL CONDITION AND LIQUIDITY
| Nine Months | 2022 | 2021 | ||||||
| Net cash provided by operating activities | $ | 1,621 | $ | 2,263 | ||||
| Net cash used in investing activities | (2,762) | (545) | ||||||
| Net cash provided by (used in) financing activities | (303) | (2,077) | ||||||
| Effect of exchange rate changes on cash and cash equivalents | (80) | (21) | ||||||
| Change in cash and cash equivalents | $ | (1,524) | $ | (380) | ||||
Operating Activities
Cash provided by operating activities was $1,621 and $2,263 in the nine months 2022 and 2021. The decrease was primarily due to higher costs for certain electronic components and increases of other critical inventory to manage supply chain delays due to component shortages.
Investing Activities
Cash used in investing activities was $2,762 and $545 in the nine months 2022 and 2021. The increase in cash used in 2022 was primarily due to the acquisition of Vocera and investments in capital projects partially offset by settlements of certain foreign currency forward contracts designated as net investment hedges.
Financing Activities
Cash provided by (used in) financing activities was ($303) and ($2,077) in the nine months 2022 and 2021. Cash used in 2022 was primarily driven by dividend payments and repayments of debt, including $500 of payments on the $1,500 term loan used to fund the acquisition of Vocera. Cash used in 2021 was primarily due to debt repayments of $750 in March 2021 and $400 for the term loan in June 2021. We did not repurchase any shares in the nine months 2022 and 2021. Dividends paid to common shareholders were $788 and $713 in the nine months 2022 and 2021.
Liquidity
Cash, cash equivalents and marketable securities were $1,497 and $3,019 on September 30, 2022 and December 31, 2021. Current assets exceeded current liabilities by $4,747 and $5,468 on September 30, 2022 and December 31, 2021. We anticipate being able to support our short-term liquidity and operating needs from a variety of sources including cash from operations, commercial paper and existing credit lines.
We raised funds in the capital markets in the past and may continue to do so from time-to-time. We continue to have strong investment-grade short-term and long-term debt ratings that we believe should enable us to refinance our debt as needed.
Our cash, cash equivalents and marketable securities held in locations outside the United States was approximately 47% on September 30, 2022 compared to 26% on December 31, 2021.
Critical Accounting Policies
There were no changes to our critical accounting policies from those disclosed in our Annual Report on Form 10-K for 2021.
New Accounting Pronouncements Not Yet Adopted
Refer to Note 1 to our Consolidated Financial Statements for information.
Guarantees and Other Off-Balance Sheet Arrangements
We do not have guarantees or other off-balance sheet financing arrangements, including variable interest entities, of a magnitude that we believe could have a material impact on our financial condition or liquidity.
OTHER MATTERS
Legal and Regulatory Matters
We are involved in various ongoing proceedings, legal actions and claims arising in the normal course of our business, including proceedings related to product, labor, intellectual property and other matters. Refer to Note 6 to our Consolidated Financial Statements for further information.
FORWARD-LOOKING STATEMENTS
This report contains statements referring to us that are not historical facts and are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which are intended to take advantage of the "safe harbor" provisions of the Reform Act, are based on current projections about operations, industry conditions, financial condition and liquidity. Words that identify forward-looking statements include words such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "goal," "strategy" and words and terms of similar substance used in connection with any discussion of future operating or financial performance, an acquisition or our businesses. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Those statements are not guarantees and are subject to risks, uncertainties and assumptions that are difficult to predict, including uncertainties related to the impact of the COVID-19 pandemic on our operations and financial results. Therefore, actual results could differ materially and adversely from these forward-looking statements. Some important factors that could cause our actual results to differ from our expectations in any forward-looking statements include those risks discussed in Item 1A. "Risk Factors" of our Annual Report on Form 10-K for 2021 and Part II, Item 1A. "Risk Factors" in our Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 2022. This Form 10-Q should be read in conjunction with our Consolidated Financial Statements and accompanying notes to our Consolidated Financial Statements in our Annual Report on Form 10-K for 2021. We disclaim any intention or obligation to publicly update or revise any forward-looking statement to reflect any change in our expectations or in events, conditions or circumstances on which those expectations may be based, or that affect the likelihood that actual results will differ from those contained in the forward-looking statements.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | ||||
We consider our greatest potential area of market risk exposure to be exchange rate risk on our operations and financial results. Quantitative and qualitative disclosures about exchange rate risk are included in Item 7A "Quantitative and Qualitative Disclosures About Market Risk" of our Annual Report on Form 10-K for 2021. There were no material changes from the information provided therein.
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 16 | ||||
| STRYKER CORPORATION | 2022 Third Quarter Form 10-Q | |||||||
| ITEM 4. | CONTROLS AND PROCEDURES | ||||
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of the Chief Executive Officer and Chief Financial Officer (the Certifying Officers), evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended) on September 30, 2022. Based on that evaluation, the Certifying Officers concluded the Company's disclosure controls and procedures were effective as of September 30, 2022.
Changes in Internal Control Over Financial Reporting
There was no change to our internal control over financial reporting during the nine months 2022 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In February 2022 we completed the acquisition of Vocera and are currently integrating Vocera into our operations, compliance programs and internal control processes. Vocera constituted approximately 8.5% of our total assets as of September 30, 2022, including the goodwill and intangible assets recorded as part of the purchase price allocation and approximately 1% of our net sales in the nine months ended September 30, 2022. United States Securities and Exchange Commission guidance allows companies to exclude acquisitions from their assessment of the internal control over financial reporting during the first year following an acquisition while integrating the acquired company. We have excluded the acquired operations of Vocera from our assessment of the Company's internal control over financial reporting.
PART II – OTHER INFORMATION
| ITEM 1A. | RISK FACTORS | ||||
We are not aware of any material changes to the risk factors included in Item 1A. "Risk Factors" in our Annual Report on Form 10-K for 2021 and Part II, Item 1A. "Risk Factors" in our Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 2022.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | ||||
We issued 25 shares of our common stock in the three months 2022 as performance incentive awards to employees. These shares are not registered under the Securities Act of 1933 based on the conclusion that the awards would not be events of sale within the meaning of Section 2(a)(3) of the Act.
In March 2015 we announced that our Board of Directors had authorized us to purchase up to $2,000 of our common stock. The manner, timing and amount of repurchases are determined by management based on an evaluation of market conditions, stock price, and other factors and are subject to regulatory considerations. Purchases are made from time-to-time in the open market, in privately negotiated transactions or otherwise.
In the nine months 2022 we did not repurchase any shares of our common stock under our authorized repurchase program. The total dollar value of shares of our common stock that could be acquired under our authorized repurchase program was $1,033 as of September 30, 2022.
| ITEM 5. | OTHER INFORMATION | ||||
Section 13(r) of the Securities Exchange Act of 1934, as amended, requires an issuer to disclose in its annual or quarterly reports whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to parties subject to sanctions administered by the Office of Foreign Assets Control (“OFAC”) within the United States Department of the Treasury, whether or not such activities are prohibited or sanctionable under United States law. On March 2, 2021, the United States government designated the Russian Federal Security Service (the “FSB”) under additional sanctions authorities. On the same day, OFAC issued General License No. 1B (the “OFAC General License”), which generally authorizes certain licensing, permitting, certification, notification and related transactions with the FSB as may be required pursuant to Russian encryption product import controls for the importation, distribution or use of certain information technology products and radio frequency technology products in the Russian Federation.
As required under Russian law and as permitted under the OFAC General License, one of our subsidiaries in Russia periodically files notifications with or applies for import licenses and permits from the FSB on our behalf in connection with the importation of our products into Russia. These notification and licensing activities are free of charge, and none of our gross revenue or net profits are attributable to such activities. We expect to continue to file notifications with and apply for import licenses and permits from the FSB to qualify our products for importation and distribution in the Russian Federation to the extent required under Russian law, but only so long as such notification and licensing activities are authorized by the OFAC General License, any successor general license or other authorization issued by OFAC.
During the three months 2022 we filed two notifications with the FSB as described above.
| ITEM 6. | EXHIBITS | ||||
| 31(i) | |||||
| 31(ii) | |||||
| 32(i)* | |||||
| 32(ii)* | |||||
| 101.INS | iXBRL Instance Document | ||||
| 101.SCH | iXBRL Schema Document | ||||
| 101.CAL | iXBRL Calculation Linkbase Document | ||||
| 101.DEF | iXBRL Definition Linkbase Document | ||||
| 101.LAB | iXBRL Label Linkbase Document | ||||
| 101.PRE | iXBRL Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) | ||||
| * Furnished with this Form 10-Q | |||||
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 17 | ||||
| STRYKER CORPORATION | 2022 Third Quarter Form 10-Q | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| STRYKER CORPORATION | |||||||||||
| (Registrant) | |||||||||||
| Date: | November 1, 2022 | /s/ KEVIN A. LOBO | |||||||||
| Kevin A. Lobo | |||||||||||
| Chair, Chief Executive Officer and President | |||||||||||
| Date: | November 1, 2022 | /s/ GLENN S. BOEHNLEIN | |||||||||
| Glenn S. Boehnlein | |||||||||||
| Vice President, Chief Financial Officer | |||||||||||
18 | ||||||||
Exhibit 31(i)
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Kevin A. Lobo, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 of Stryker Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | November 1, 2022 | /s/ KEVIN A. LOBO | ||||||
| Kevin A. Lobo | ||||||||
| Chair, Chief Executive Officer and President | ||||||||
Exhibit 31(ii)
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Glenn S. Boehnlein, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 of Stryker Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | November 1, 2022 | /s/ GLENN S. BOEHNLEIN | ||||||
| Glenn S. Boehnlein | ||||||||
| Vice President, Chief Financial Officer | ||||||||
Exhibit 32(i)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Stryker Corporation (the "Company") for the quarter ended September 30, 2022 (the "Report"), I, Kevin A. Lobo, Chair and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | November 1, 2022 | /s/ KEVIN A. LOBO | ||||||
| Kevin A. Lobo | ||||||||
| Chair, Chief Executive Officer and President | ||||||||
Exhibit 32(ii)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Stryker Corporation (the "Company") for the quarter ended September 30, 2022 (the "Report"), I, Glenn S. Boehnlein, Vice President, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | November 1, 2022 | /s/ GLENN S. BOEHNLEIN | ||||||
| Glenn S. Boehnlein | ||||||||
| Vice President, Chief Financial Officer | ||||||||