Stryker Corp 10-Q for FY2022 Q2
Stryker Corp (SYK)
10-Q
2022-07-27
For: 2022-06-30
View Original
Added on
April 02, 2026
About this 10-Q
Stryker Corp filed this 10-Q on July 27, 2022, covering the quarter ended June 30, 2022 (FY2022 Q2).
Headline figures
Quarter ended June 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.49B
- up 4.6% from $4.29B a year earlier
- Net income
- $656M
- up 10.8% from net income of $592M a year earlier
- Diluted EPS
- $1.72
- up 11.0% from $1.55 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 June 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 378,320,706 shares of Common Stock, $0.10 par value, on June 30, 2022.
| STRYKER CORPORATION | 2022 Second Quarter Form 10-Q | |||||||
PART I – FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS | ||||
Stryker Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
| Three Months | Six 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 4.5 for the three months 2022 and de minimis in all other periods.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
| Three Months | Six 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 Second Quarter Form 10-Q | |||||||
CONSOLIDATED BALANCE SHEETS
| June 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 Second Quarter Form 10-Q | |||||||
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)
| Three Months | Six 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 Second Quarter Form 10-Q | |||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
| Six 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 | ( | ( | |||||||||
| 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 Second 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 June 30, 2022 and the results of operations for the three and six 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.
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.
We disaggregate our net sales by product line and geographic location for each of our segments as we believe it best depicts how the nature, amount, timing and certainty of our net sales and cash flows are affected by economic factors.
| Net Sales by Product Line | |||||||||||||||||
| Three Months | Six 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 | |||||||||||||||||
| Six Months 2022 | Six 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 | $ | $ | $ | $ | |||||||||||||
Contract Assets and Liabilities
On June 30, 2022 and December 31, 2021 contract assets recorded in our Consolidated Balance Sheets were not significant.
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 5 | ||||
| STRYKER CORPORATION | 2022 Second Quarter Form 10-Q | |||||||
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 | ( | ( | ( | ||||||||||||||
| 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 | ( | ( | ( | ||||||||||||||
| Income taxes | ( | ||||||||||||||||
| Net OCI | $ | $ | ( | $ | $ | ( | $ | ( | |||||||||
| Ending | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||
| Six Months 2022 | Marketable Securities | Pension Plans | Hedges | Financial Statement Translation | Total | ||||||||||||
| Beginning | $ | $ | ( | $ | $ | ( | $ | ( | |||||||||
| OCI | ( | ||||||||||||||||
| Income taxes | ( | ( | ( | ||||||||||||||
| Reclassifications to: | |||||||||||||||||
| Cost of sales | ( | ( | |||||||||||||||
| Other (income) expense | ( | ( | ( | ||||||||||||||
| Income taxes | ( | ||||||||||||||||
| Net OCI | $ | ( | $ | $ | $ | $ | |||||||||||
| Ending | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||
| Six Months 2021 | Marketable Securities | Pension Plans | Hedges | Financial Statement Translation | Total | ||||||||||||
| Beginning | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||
| OCI | ( | ||||||||||||||||
| Income taxes | ( | ( | ( | ( | |||||||||||||
| Reclassifications to: | |||||||||||||||||
| Cost of sales | |||||||||||||||||
| Other (income) expense | ( | ||||||||||||||||
| Income taxes | ( | ( | |||||||||||||||
| Net OCI | $ | $ | $ | $ | $ | ||||||||||||
| Ending | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||
NOTE 4 - DERIVATIVE INSTRUMENTS
strategies, accounting practices or objectives from those disclosed in our Annual Report on Form 10-K for 2021.
Foreign Currency Hedges
| June 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 | ( | ( | ( | |||||||||||
| 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 June 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
On June 30, 2022 the total after tax gain (loss) in AOCI related to designated net investment hedges was $254 .
Net Currency Exchange Rate Gains (Losses)
| Derivative | Three Months | Six 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 $38 and net investment hedges of $32 recorded in AOCI are expected to be reclassified to cost of sales and other income (expense), net in earnings within 12 months as of June 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 June 30, 2022. The cash flow effect of interest rate hedges is recorded in cash flow from operations.
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 6 | ||||
| STRYKER CORPORATION | 2022 Second Quarter Form 10-Q | |||||||
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.
There were no significant transfers into or out of any level of the fair value hierarchy in 2022.
Assets Measured at Fair Value | June | 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 | June | 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 | ||||||||
| June 2022 | December 2021 | |||||||
| Due in one year or less | $ | $ | ||||||
| Due after one year through three years | $ | $ | ||||||
On June 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 $20 and $18 in the three months and $35 and $35 in the six months 2022 and 2021, which was recorded in other income (expense), net.
NOTE 6 - CONTINGENCIES AND COMMITMENTS
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 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. We continue to offer support for recall-related care and reimburse patients who are not eligible to enroll in the settlement program for testing and treatment services, including any necessary revision surgeries. In addition, 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.
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 7 | ||||
| STRYKER CORPORATION | 2022 Second Quarter Form 10-Q | |||||||
We have incurred, and expect to incur in the future, costs associated with the defense and settlement of these matters. For the six months 2022 we have recorded charges of $18 primarily related to Wright hip products and made payments of $19 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 $380 to $515 . 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 | June | 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 | Six 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 $108 in the six 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 six 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 June 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 June 2022 we repaid $250 on the term loan.
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 June 30, 2022 there were no 397 days from the date of issuance.
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 8 | ||||
| STRYKER CORPORATION | 2022 Second Quarter Form 10-Q | |||||||
| Summary of Total Debt | June 2022 | December 2021 | ||||||||||||||||||
| Rate | Due | |||||||||||||||||||
| Senior unsecured notes: | ||||||||||||||||||||
| $ | $ | |||||||||||||||||||
| Term loan | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Total debt | $ | $ | ||||||||||||||||||
| Less current maturities of debt | ||||||||||||||||||||
| Total long-term debt | $ | $ | ||||||||||||||||||
| June 2022 | December 2021 | |||||||||||||||||||
| Unamortized debt issuance costs | $ | $ | ||||||||||||||||||
| Borrowing capacity on existing facilities | $ | $ | ||||||||||||||||||
| Fair value of senior unsecured notes | $ | $ | ||||||||||||||||||
NOTE 9 - INCOME TAXES
Our effective tax rates of 8.9 % and 11.5 % in the three and six months 2022 include the reversal of deferred income tax on undistributed earnings of foreign subsidiaries determined to be indefinitely reinvested and certain discrete tax items. Our effective tax rates of 10.6 % and 13.1 % in the three and six months 2021 include certain discrete tax items.
We are routinely audited by income tax authorities in the jurisdictions we operate. In July 2022 we effectively settled the United States federal income tax audit for years 2014 through 2018. Accordingly in the three months ending September 30, 2022 we expect to reduce our accruals for uncertain tax positions and related interest by approximately $220 .
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 | Six 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.
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 9 | ||||
| STRYKER CORPORATION | 2022 Second 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.
COVID-19 Pandemic and Macroeconomic Environment
The COVID-19 global pandemic and macroeconomic environment has led to severe disruptions in the market and the global and United States economies that may continue for a prolonged period. In response to the COVID-19 pandemic, various governmental authorities and private enterprises have implemented numerous containment measures, such as travel bans and restrictions, quarantines, shelter-in-place orders and shutdowns. A significant number of our global suppliers, vendors, distributors and manufacturing facilities are located in regions that have been affected by the pandemic. Those operations have been materially adversely affected by restrictive government and private enterprise measures implemented in response to the pandemic. This has led to product shortages and an increase in raw material and component pricing as well as other inflationary pressures particularly on our manufacturing costs.
During the quarter we have seen recovery of elective procedures as the impact of the COVID-19 pandemic has subsided in many geographies, with the exception of some countries in the Asia Pacific region. However 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 six months 2022 net sales in Russia were approximately 0.2% 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 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. To date our other businesses have not been significantly impacted; however, the national spine products VBP program was initiated in July 2022. 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 2.6% of our revenues for the six months 2022.
Overview of the Three and Six Months
In the three months 2022 we achieved sales growth of 4.6% from 2021. Excluding the impact of acquisitions and divestitures sales grew 6.1% in constant currency. We reported operating income margin of 17.2%, net earnings of $656 and net earnings per diluted share of $1.72. Excluding the impact of certain items, adjusted operating income margin(1) contracted by 220 basis points to 23.7%, with adjusted net earnings(1) of $860 and adjusted net earnings per diluted share(1) of $2.25 in line with 2021.
In the six months 2022 we achieved sales growth of 6.3% from 2021. Excluding the impact of acquisitions and divestitures sales grew 7.6% in constant currency. We reported operating income margin of 13.9%, net earnings of $979 and net earnings per diluted share of $2.56. Excluding the impact of certain items, adjusted operating income margin(1) contracted by 190 basis points to 22.8%, with adjusted net earnings(1) of $1,612 and adjusted net earnings per diluted share(1) of $4.22 representing growth of 1.0%.
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 2022 we repaid $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.
(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.
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 10 | ||||
| STRYKER CORPORATION | 2022 Second Quarter Form 10-Q | |||||||
| CONSOLIDATED RESULTS OF OPERATIONS | |||||||||||||||||||||||||||||||||||
| Three Months | Six Months | ||||||||||||||||||||||||||||||||||
| Percent Net Sales | Percentage | Percent Net Sales | Percentage | ||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | Change | 2022 | 2021 | 2022 | 2021 | Change | ||||||||||||||||||||||||||
| Net sales | $ | 4,493 | $ | 4,294 | 100.0 | % | 100.0 | % | 4.6 | % | $ | 8,768 | $ | 8,247 | 100.0 | % | 100.0 | % | 6.3 | % | |||||||||||||||
| Gross profit | 2,826 | 2,772 | 62.9 | 64.6 | 1.9 | 5,560 | 5,281 | 63.4 | 64.0 | 5.3 | |||||||||||||||||||||||||
| Research, development and engineering expenses | 351 | 310 | 7.8 | 7.2 | 13.2 | 764 | 598 | 8.7 | 7.3 | 27.8 | |||||||||||||||||||||||||
| Selling, general and administrative expenses | 1,539 | 1,505 | 34.3 | 35.0 | 2.3 | 3,249 | 3,080 | 37.1 | 37.3 | 5.5 | |||||||||||||||||||||||||
| Recall charges | 4 | 76 | 0.1 | 1.8 | nm | 18 | 82 | 0.2 | 1.0 | nm | |||||||||||||||||||||||||
| Amortization of intangible assets | 160 | 149 | 3.6 | 3.5 | 7.4 | 310 | 330 | 3.5 | 4.0 | (6.1) | |||||||||||||||||||||||||
| Other income (expense), net | (52) | (70) | (1.2) | (1.6) | (25.7) | (113) | (162) | (1.3) | (2.0) | (30.2) | |||||||||||||||||||||||||
| Income taxes | 64 | 70 | nm | nm | (8.6) | 127 | 135 | nm | nm | (5.9) | |||||||||||||||||||||||||
| Net earnings | $ | 656 | $ | 592 | 14.6 | % | 13.8 | % | 10.8 | % | $ | 979 | $ | 894 | 11.2 | % | 10.8 | % | 9.5 | % | |||||||||||||||
| Net earnings per diluted share | $ | 1.72 | $ | 1.55 | 11.0 | % | $ | 2.56 | $ | 2.34 | 9.4 | % | |||||||||||||||||||||||
Adjusted net earnings per diluted share(1) | $ | 2.25 | $ | 2.25 | — | % | $ | 4.22 | $ | 4.18 | 1.0 | % | |||||||||||||||||||||||
nm - not meaningful
| Geographic and Segment Net Sales | Three Months | Six Months | |||||||||||||||||||||||||||||||||
| Percentage Change | Percentage Change | ||||||||||||||||||||||||||||||||||
| 2022 | 2021 | As Reported | Constant Currency | 2022 | 2021 | As Reported | Constant Currency | ||||||||||||||||||||||||||||
| Geographic: | |||||||||||||||||||||||||||||||||||
| United States | $ | 3,311 | $ | 3,100 | 6.8 | % | 6.8 | % | $ | 6,416 | $ | 5,884 | 9.0 | % | 9.0 | % | |||||||||||||||||||
| International | 1,182 | 1,194 | (1.0) | 9.7 | 2,352 | 2,363 | (0.5) | 7.8 | |||||||||||||||||||||||||||
| Total | $ | 4,493 | $ | 4,294 | 4.6 | % | 7.6 | % | $ | 8,768 | $ | 8,247 | 6.3 | % | 8.7 | % | |||||||||||||||||||
| Segment: | |||||||||||||||||||||||||||||||||||
| MedSurg and Neurotechnology | $ | 2,549 | $ | 2,359 | 8.0 | % | 10.6 | % | $ | 4,972 | $ | 4,550 | 9.3 | % | 11.3 | % | |||||||||||||||||||
| Orthopaedics and Spine | 1,944 | 1,935 | 0.5 | 3.9 | 3,796 | 3,697 | 2.7 | 5.4 | |||||||||||||||||||||||||||
| Total | $ | 4,493 | $ | 4,294 | 4.6 | % | 7.6 | % | $ | 8,768 | $ | 8,247 | 6.3 | % | 8.7 | % | |||||||||||||||||||
| Supplemental Net Sales Growth Information | |||||||||||||||||||||||||||||||||||||||||||||||
| Three Months | Six 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 | $ | 563 | $ | 517 | 8.9 | % | 11.3 | % | 12.3 | % | (3.1) | % | 7.7 | % | $ | 1,091 | $ | 986 | 10.7 | % | 12.7 | % | 14.3 | % | (1.4) | % | 7.0 | % | |||||||||||||||||||
| Endoscopy | 600 | 518 | 15.7 | 18.2 | 16.2 | 13.8 | 25.8 | 1,138 | 987 | 15.3 | 17.5 | 17.1 | 9.2 | 18.9 | |||||||||||||||||||||||||||||||||
| Medical | 666 | 640 | 4.1 | 6.2 | 10.0 | (14.6) | (6.1) | 1,330 | 1,262 | 5.4 | 7.0 | 10.5 | (10.7) | (4.3) | |||||||||||||||||||||||||||||||||
| Neurovascular | 306 | 301 | 1.6 | 7.2 | (1.8) | 3.7 | 12.9 | 607 | 590 | 2.7 | 6.9 | (1.6) | 5.4 | 12.2 | |||||||||||||||||||||||||||||||||
| Neuro Cranial | 337 | 310 | 8.5 | 10.3 | 9.4 | 4.1 | 14.7 | 660 | 591 | 11.6 | 13.1 | 13.5 | 3.8 | 11.7 | |||||||||||||||||||||||||||||||||
| Other | 77 | 73 | 5.8 | 5.8 | 4.9 | 68.5 | 74.5 | 146 | 134 | 8.8 | 8.8 | 8.1 | 57.6 | 60.7 | |||||||||||||||||||||||||||||||||
| $ | 2,549 | $ | 2,359 | 8.0 | % | 10.6 | % | 10.9 | % | (0.1) | % | 9.9 | % | $ | 4,972 | $ | 4,550 | 9.3 | % | 11.3 | % | 12.4 | % | 0.8 | % | 8.5 | % | ||||||||||||||||||||
| Orthopaedics and Spine: | |||||||||||||||||||||||||||||||||||||||||||||||
| Knees | $ | 500 | $ | 474 | 5.5 | % | 8.7 | % | 5.3 | % | 6.2 | % | 18.6 | % | $ | 964 | $ | 886 | 8.8 | % | 11.5 | % | 10.9 | % | 3.2 | % | 13.1 | % | |||||||||||||||||||
| Hips | 364 | 353 | 3.2 | 7.6 | 4.5 | 1.2 | 13.0 | 691 | 662 | 4.5 | 8.1 | 6.3 | 1.5 | 10.9 | |||||||||||||||||||||||||||||||||
| Trauma and Extremities | 676 | 674 | 0.2 | 3.4 | 3.1 | (6.5) | 4.4 | 1,361 | 1,314 | 3.6 | 6.2 | 6.7 | (3.7) | 4.8 | |||||||||||||||||||||||||||||||||
| Spine | 290 | 307 | (5.1) | (2.3) | (3.6) | (8.9) | 1.0 | 569 | 585 | (2.6) | (0.3) | (0.1) | (8.5) | (0.7) | |||||||||||||||||||||||||||||||||
| Other | 114 | 127 | (10.8) | (7.3) | (13.8) | 0.1 | 16.3 | 211 | 250 | (15.5) | (13.0) | (18.4) | (5.5) | 5.9 | |||||||||||||||||||||||||||||||||
| $ | 1,944 | $ | 1,935 | 0.5 | % | 3.9 | % | 1.6 | % | (2.0) | % | 9.5 | % | $ | 3,796 | $ | 3,697 | 2.7 | % | 5.4 | % | 4.7 | % | (1.9) | % | 7.2 | % | ||||||||||||||||||||
| Total | $ | 4,493 | $ | 4,294 | 4.6 | % | 7.6 | % | 6.8 | % | (1.0) | % | 9.7 | % | $ | 8,768 | $ | 8,247 | 6.3 | % | 8.7 | % | 9.0 | % | (0.5) | % | 7.8 | % | |||||||||||||||||||
Consolidated Net Sales
Consolidated net sales increased 4.6% in the three months 2022 as reported and 7.6% in constant currency, as foreign currency exchange rates negatively impacted net sales by 3.0%. Excluding the 1.5% impact of acquisitions and divestitures, net sales in constant currency increased by 7.5% from increased unit volume partially offset by 1.4% due to lower prices. The unit volume increase was due to higher shipments across most MedSurg and Neurotechnology products and most Orthopaedics and Spine products.
Consolidated net sales increased 6.3% in the six months 2022 as reported and 8.7% in constant currency, as foreign currency exchange rates negatively impacted net sales by 2.4%. Excluding the 1.1% impact of acquisitions and divestitures, net sales in constant currency increased by 8.8% from increased unit volume partially offset by 1.2% 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.
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 11 | ||||
| STRYKER CORPORATION | 2022 Second Quarter Form 10-Q | |||||||
MedSurg and Neurotechnology Net Sales
MedSurg and Neurotechnology net sales increased 8.0% in the three months 2022 as reported and 10.6% in constant currency, as foreign currency exchange rates negatively impacted net sales by 2.6%. Excluding the 2.7% impact of acquisitions, net sales in constant currency increased by 7.8% from increased unit volume and 0.1% from higher prices. The unit volume increase was due to higher shipments across most MedSurg and Neurotechnology products.
MedSurg and Neurotechnology net sales increased 9.3% in the six months 2022 as reported and 11.3% in constant currency, as foreign currency exchange rates negatively impacted net sales by 2.0%. Excluding the 2.0% impact of acquisitions, net sales in constant currency increased by 9.3% from increased unit volume. The unit volume increase was due to higher shipments across all MedSurg products.
Orthopaedics and Spine Net Sales
Orthopaedics and Spine net sales increased 0.5% in the three months 2022 as reported and 3.9% in constant currency, as foreign currency exchange rates negatively impacted net sales by 3.4%. Net sales in constant currency increased 7.1% from increased unit volume partially offset by 3.2% from lower prices. The unit volume increase was due to higher shipments of hips, knees and trauma and extremities products.
Orthopaedics and Spine net sales increased 2.7% in the six months 2022 as reported and 5.4% in constant currency, as foreign currency exchange rates negatively impacted net sales by 2.7%. Net sales in constant currency increased 8.2% 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 62.9% from 64.6% in 2021. Excluding the impact of the items noted below, gross profit decreased to 63.3% of sales in the three months 2022 from 66.0% 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.
Gross profit as a percentage of sales in the six months 2022 decreased to 63.4% from 64.0% in 2021. Excluding the impact of the items noted below, gross profit decreased to 63.7% of sales in the six months 2022 from 65.7% 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. These increased costs were partially offset by higher sales volumes and favorable mix.
| Percent Net Sales | ||||||||||||||
| Three Months | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Reported | $ | 2,826 | $ | 2,772 | 62.9 | % | 64.6 | % | ||||||
| Inventory stepped-up to fair value | 7 | 58 | 0.2 | 1.4 | ||||||||||
| Restructuring-related and other charges | 8 | 2 | 0.2 | — | ||||||||||
| Medical device regulations | 2 | — | — | — | ||||||||||
| Adjusted | $ | 2,843 | $ | 2,832 | 63.3 | % | 66.0 | % | ||||||
| Percent Net Sales | ||||||||||||||
| Six Months | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Reported | $ | 5,560 | $ | 5,281 | 63.4 | % | 64.0 | % | ||||||
| Inventory stepped-up to fair value | 12 | 137 | 0.2 | 1.7 | ||||||||||
| Restructuring-related and other charges | 10 | — | 0.1 | — | ||||||||||
| Medical device regulations | 2 | 1 | — | — | ||||||||||
| Adjusted | $ | 5,584 | $ | 5,419 | 63.7 | % | 65.7 | % | ||||||
Research, Development and Engineering Expenses
Research, development and engineering expenses increased $41 or 13.2% in the three months 2022 and increased as a percentage of sales to 7.8% from 7.2% in 2021. Excluding the impact of the items noted below, expenses increased to 7.2% of sales in 2022 from 6.6% in 2021.
Research, development and engineering expenses increased $166 or 27.8% in the six months 2022 and increased as a percentage of sales to 8.7% from 7.3% in 2021. Excluding the impact of the items noted below, expenses increased to 7.2% of sales in 2022 from 6.7% in 2021.
The increases for the three and six months reflect our continued commitment to new product development and technologies, integration of recent acquisitions and for the six months the write-off of certain intangible assets.
| Percent Net Sales | ||||||||||||||
| Three Months | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Reported | $ | 351 | $ | 310 | 7.8 | % | 7.2 | % | ||||||
| Medical device regulations | (28) | (26) | (0.6) | (0.6) | ||||||||||
| Adjusted | $ | 323 | $ | 284 | 7.2 | % | 6.6 | % | ||||||
| Percent Net Sales | ||||||||||||||
| Six Months | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Reported | $ | 764 | $ | 598 | 8.7 | % | 7.3 | % | ||||||
| Restructuring-related and other charges | (79) | — | (0.9) | — | ||||||||||
| Medical device regulations | (56) | (44) | (0.6) | (0.6) | ||||||||||
| Adjusted | $ | 629 | $ | 554 | 7.2 | % | 6.7 | % | ||||||
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $34 or 2.3% in the three months 2022 and decreased as a percentage of sales to 34.3% from 35.0% in 2021. Excluding the impact of the items noted below, expenses decreased to 32.4% of sales in 2022 from 33.4% in 2021.
Selling, general and administrative expenses increased $169 or 5.5% in the six months 2022 and decreased as a percentage of sales to 37.1% from 37.3%. 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 33.7% of sales in 2022 from 34.3% in 2021.
The decreases as a percentage of sales for the three and six months were due to our continued cost discipline and fixed cost leverage.
| Percent Net Sales | ||||||||||||||
| Three Months | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Reported | $ | 1,539 | $ | 1,505 | 34.3 | % | 35.0 | % | ||||||
| Other acquisition and integration-related | (30) | (62) | (0.8) | (1.4) | ||||||||||
| Restructuring-related and other charges | (54) | (16) | (1.2) | (0.4) | ||||||||||
| Medical device regulations | (2) | — | — | — | ||||||||||
| Regulatory and legal matters | 4 | 9 | 0.1 | 0.2 | ||||||||||
| Adjusted | $ | 1,457 | $ | 1,436 | 32.4 | % | 33.4 | % | ||||||
| Percent Net Sales | ||||||||||||||
| Six Months | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Reported | $ | 3,249 | $ | 3,080 | 37.1 | % | 37.3 | % | ||||||
| Other acquisition and integration-related | (174) | (232) | (2.1) | (2.8) | ||||||||||
| Restructuring-related and other charges | (82) | (31) | (0.9) | (0.3) | ||||||||||
| Medical device regulations | (2) | — | — | — | ||||||||||
| Regulatory and legal matters | (33) | 9 | (0.4) | 0.1 | ||||||||||
| Adjusted | $ | 2,958 | $ | 2,826 | 33.7 | % | 34.3 | % | ||||||
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 12 | ||||
| STRYKER CORPORATION | 2022 Second Quarter Form 10-Q | |||||||
Recall Charges
Recall charges were $4 and $76 in the three months and $18 and $82 in the six months 2022 and 2021. Charges in the three and six months 2022 were primarily related to the previously disclosed Wright hip products, and charges in the three and six 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 $160 and $149 in the three months and $310 and $330 in the six months 2022 and 2021. Refer to Note 7 to our Consolidated Financial Statements for further information.
Operating Income
Operating income increased $40 to 17.2% of sales in the three months 2022 from 17.0% of sales in 2021. Excluding the impact of the items noted below, operating income decreased to 23.7% of sales in 2022 from 25.9% in 2021 primarily due to higher costs from inflationary pressures, partially offset by leverage from higher sales volumes and cost discipline.
Operating income increased $28 or 2.4% to 13.9% of sales in the six months 2022 from 14.4% of sales in 2021. Excluding the impact of the items noted below, operating income decreased to 22.8% of sales in 2022 from 24.7% in 2021 primarily due to higher costs from inflationary pressures and our continued investments in innovation, partially offset by leverage from higher sales volumes and cost discipline.
| Percent Net Sales | ||||||||||||||
| Three Months | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Reported | $ | 772 | $ | 732 | 17.2 | % | 17.0 | % | ||||||
| Inventory stepped-up to fair value | 7 | 58 | 0.2 | 1.4 | ||||||||||
| Other acquisition and integration-related | 30 | 62 | 0.6 | 1.4 | ||||||||||
| Amortization of purchased intangible assets | 160 | 149 | 3.6 | 3.5 | ||||||||||
| Restructuring-related and other charges | 62 | 17 | 1.4 | 0.4 | ||||||||||
| Medical device regulations | 32 | 26 | 0.7 | 0.6 | ||||||||||
| Recall-related matters | 4 | 76 | 0.1 | 1.8 | ||||||||||
| Regulatory and legal matters | (4) | (9) | (0.1) | (0.2) | ||||||||||
| Adjusted | $ | 1,063 | $ | 1,111 | 23.7 | % | 25.9 | % | ||||||
| Percent Net Sales | ||||||||||||||
| Six Months | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Reported | $ | 1,219 | $ | 1,191 | 13.9 | % | 14.4 | % | ||||||
| Inventory stepped-up to fair value | 12 | 137 | 0.1 | 1.7 | ||||||||||
| Other acquisition and integration-related | 174 | 232 | 2.0 | 2.8 | ||||||||||
| Amortization of purchased intangible assets | 310 | 330 | 3.5 | 4.0 | ||||||||||
| Restructuring-related and other charges | 171 | 31 | 2.0 | 0.4 | ||||||||||
| Medical device regulations | 60 | 45 | 0.7 | 0.5 | ||||||||||
| Recall-related matters | 18 | 82 | 0.2 | 1.0 | ||||||||||
| Regulatory and legal matters | 33 | (9) | 0.4 | (0.1) | ||||||||||
| Adjusted | $ | 1,997 | $ | 2,039 | 22.8 | % | 24.7 | % | ||||||
Other Income (Expense), Net
Other income (expense), net was ($52) and ($70) in the three months and ($113) and ($162) in the six months 2022 and 2021. The decrease in net expense in 2022 was primarily due to favorable investment returns and interest income.
Income Taxes
Our effective tax rates of 8.9% and 11.5% in the three and six months 2022 include the reversal of deferred income tax on undistributed earnings of foreign subsidiaries determined to be indefinitely reinvested and certain discrete tax items. Our effective tax rates of 10.6% and 13.1% in the three and six months 2021 include certain discrete tax items.
We are routinely audited by income tax authorities in the jurisdictions we operate. In July 2022 we effectively settled the United States federal income tax audit for years 2014 through 2018. Accordingly in the three months ending September 30, 2022 we expect to reduce our accruals for uncertain tax positions and related interest by approximately $220.
Net Earnings
Net earnings increased to $656 or $1.72 per diluted share in the three months 2022 from $592 or $1.55 per diluted share in 2021. Adjusted net earnings per diluted share(1) was $2.25 in 2022 in line with 2021.
Net earnings increased to $979 or $2.56 per diluted share in the six months 2022 from $894 or $2.34 per diluted share in 2021. Adjusted net earnings per diluted share(1) increased 1.0% to $4.22 in 2022 from $4.18 in 2021.
| Percent Net Sales | ||||||||||||||
| Three Months | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Reported | $ | 656 | $ | 592 | 14.6 | % | 13.8 | % | ||||||
| Inventory stepped-up to fair value | 5 | 43 | 0.1 | 1.0 | ||||||||||
| Other acquisition and integration-related | 23 | 51 | 0.5 | 1.2 | ||||||||||
| Amortization of purchased intangible assets | 124 | 113 | 2.8 | 2.7 | ||||||||||
| Restructuring-related and other charges | 56 | 15 | 1.2 | 0.3 | ||||||||||
| Medical device regulations | 26 | 21 | 0.6 | 0.5 | ||||||||||
| Recall-related matters | 3 | 68 | 0.1 | 1.6 | ||||||||||
| Regulatory and legal matters | (4) | (12) | (0.1) | (0.3) | ||||||||||
| Tax matters | (29) | (30) | (0.7) | (0.7) | ||||||||||
| Adjusted | $ | 860 | $ | 861 | 19.1 | % | 20.1 | % | ||||||
| Percent Net Sales | ||||||||||||||
| Six Months | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Reported | $ | 979 | $ | 894 | 11.2 | % | 10.8 | % | ||||||
| Inventory stepped-up to fair value | 9 | 103 | 0.1 | 1.2 | ||||||||||
| Other acquisition and integration-related | 128 | 180 | 1.5 | 2.2 | ||||||||||
| Amortization of purchased intangible assets | 239 | 264 | 2.6 | 3.3 | ||||||||||
| Restructuring-related and other charges | 140 | 33 | 1.6 | 0.4 | ||||||||||
| Medical device regulations | 50 | 37 | 0.6 | 0.4 | ||||||||||
| Recall-related matters | 14 | 73 | 0.2 | 0.9 | ||||||||||
| Regulatory and legal matters | 24 | (12) | 0.3 | (0.1) | ||||||||||
| Tax matters | 29 | 26 | 0.3 | 0.3 | ||||||||||
| Adjusted | $ | 1,612 | $ | 1,598 | 18.4 | % | 19.4 | % | ||||||
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 13 | ||||
| STRYKER CORPORATION | 2022 Second 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) 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 and the more stringent regulations for medical devices in China.
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 Second 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 | $ | 2,826 | $ | 1,539 | $ | 351 | $ | 772 | $ | (52) | $ | 656 | 8.9 | % | $ | 1.72 | ||||||||||
| Reported percent net sales | 62.9 | % | 34.3 | % | 7.8 | % | 17.2 | % | (1.2) | % | 14.6 | % | ||||||||||||||
| Acquisition and integration-related costs: | ||||||||||||||||||||||||||
| Inventory stepped-up to fair value | 7 | — | — | 7 | — | 5 | 0.1 | 0.01 | ||||||||||||||||||
| Other acquisition and integration-related | — | (30) | — | 30 | — | 23 | 0.4 | 0.06 | ||||||||||||||||||
| Amortization of purchased intangible assets | — | — | — | 160 | — | 124 | 2.0 | 0.33 | ||||||||||||||||||
| Restructuring-related and other charges | 8 | (54) | — | 62 | — | 56 | (0.4) | 0.15 | ||||||||||||||||||
| Medical device regulations | 2 | (2) | (28) | 32 | — | 26 | 0.2 | 0.07 | ||||||||||||||||||
| Recall-related matters | — | — | — | 4 | — | 3 | 0.1 | — | ||||||||||||||||||
| Regulatory and legal matters | — | 4 | — | (4) | — | (4) | — | (0.02) | ||||||||||||||||||
| Tax matters | — | — | — | — | (12) | (29) | 2.6 | (0.07) | ||||||||||||||||||
| Adjusted | $ | 2,843 | $ | 1,457 | $ | 323 | $ | 1,063 | $ | (64) | $ | 860 | 13.9 | % | $ | 2.25 | ||||||||||
| Adjusted percent net sales | 63.3 | % | 32.4 | % | 7.2 | % | 23.7 | % | (1.4) | % | 19.1 | % | ||||||||||||||
| 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 | $ | 2,772 | $ | 1,505 | $ | 310 | $ | 732 | $ | (70) | $ | 592 | 10.6 | % | $ | 1.55 | ||||||||||
| Reported percent net sales | 64.6 | % | 35.0 | % | 7.2 | % | 17.0 | % | (1.6) | % | 13.8 | % | ||||||||||||||
| Acquisition and integration-related costs: | ||||||||||||||||||||||||||
| Inventory stepped-up to fair value | 58 | — | — | 58 | — | 43 | 0.6 | 0.11 | ||||||||||||||||||
| Other acquisition and integration-related | — | (62) | — | 62 | — | 51 | 0.1 | 0.13 | ||||||||||||||||||
| Amortization of purchased intangible assets | — | — | — | 149 | — | 113 | 1.4 | 0.29 | ||||||||||||||||||
| Restructuring-related and other charges | 2 | (16) | — | 17 | — | 15 | (0.1) | 0.03 | ||||||||||||||||||
| Medical device regulations | — | — | (26) | 26 | — | 21 | 0.1 | 0.06 | ||||||||||||||||||
| Recall-related matters | — | — | — | 76 | — | 68 | (0.4) | 0.18 | ||||||||||||||||||
| Regulatory and legal matters | — | 9 | — | (9) | (3) | (12) | 0.3 | (0.03) | ||||||||||||||||||
| Tax matters | — | — | — | — | — | (30) | 4.4 | (0.07) | ||||||||||||||||||
| Adjusted | $ | 2,832 | $ | 1,436 | $ | 284 | $ | 1,111 | $ | (73) | $ | 861 | 17.0 | % | $ | 2.25 | ||||||||||
| Adjusted percent net sales | 66.0 | % | 33.4 | % | 6.6 | % | 25.9 | % | (1.7) | % | 20.1 | % | ||||||||||||||
| Six 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 | $ | 5,560 | $ | 3,249 | $ | 764 | $ | 1,219 | $ | (113) | $ | 979 | 11.5 | % | $ | 2.56 | ||||||||||
| Reported percent net sales | 63.4 | % | 37.1 | % | 8.7 | % | 13.9 | % | (1.3) | % | 11.2 | % | ||||||||||||||
| Acquisition and integration-related costs: | ||||||||||||||||||||||||||
| Inventory stepped-up to fair value | 12 | — | — | 12 | — | 9 | 0.1 | 0.02 | ||||||||||||||||||
| Other acquisition and integration-related | — | (174) | — | 174 | — | 128 | 2.0 | 0.33 | ||||||||||||||||||
| Amortization of purchased intangible assets | — | — | — | 310 | — | 239 | 2.6 | 0.63 | ||||||||||||||||||
| Restructuring-related and other charges | 10 | (82) | (79) | 171 | — | 140 | 0.6 | 0.37 | ||||||||||||||||||
| Medical device regulations | 2 | (2) | (56) | 60 | — | 50 | 0.2 | 0.13 | ||||||||||||||||||
| Recall-related matters | — | — | — | 18 | — | 14 | 0.2 | 0.04 | ||||||||||||||||||
| Regulatory and legal matters | — | (33) | — | 33 | — | 24 | 0.4 | 0.06 | ||||||||||||||||||
| Tax matters | — | — | — | — | (12) | 29 | (3.7) | 0.08 | ||||||||||||||||||
| Adjusted | $ | 5,584 | $ | 2,958 | $ | 629 | $ | 1,997 | $ | (125) | $ | 1,612 | 13.9 | % | $ | 4.22 | ||||||||||
| Adjusted percent net sales | 63.7 | % | 33.7 | % | 7.2 | % | 22.8 | % | (1.4) | % | 18.4 | % | ||||||||||||||
| Six 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 | $ | 5,281 | $ | 3,080 | $ | 598 | $ | 1,191 | $ | (162) | $ | 894 | 13.1 | % | $ | 2.34 | ||||||||||
| Reported percent net sales | 64.0 | % | 37.3 | % | 7.3 | % | 14.4 | % | (2.0) | % | 10.8 | % | ||||||||||||||
| Acquisition and integration-related costs: | ||||||||||||||||||||||||||
| Inventory stepped-up to fair value | 137 | — | — | 137 | — | 103 | 1.1 | 0.27 | ||||||||||||||||||
| Other acquisition and integration-related | — | (232) | — | 232 | — | 180 | 1.6 | 0.47 | ||||||||||||||||||
| Amortization of purchased intangible assets | — | — | — | 330 | — | 264 | 1.6 | 0.69 | ||||||||||||||||||
| Restructuring-related and other charges | — | (31) | — | 31 | 11 | 33 | 0.3 | 0.08 | ||||||||||||||||||
| Medical device regulations | 1 | — | (44) | 45 | — | 37 | 0.2 | 0.10 | ||||||||||||||||||
| Recall-related matters | — | — | — | 82 | — | 73 | (0.3) | 0.19 | ||||||||||||||||||
| Regulatory and legal matters | — | 9 | — | (9) | (3) | (12) | 0.2 | (0.03) | ||||||||||||||||||
| Tax matters | — | — | — | — | — | 26 | (2.6) | 0.07 | ||||||||||||||||||
| Adjusted | $ | 5,419 | $ | 2,826 | $ | 554 | $ | 2,039 | $ | (154) | $ | 1,598 | 15.2 | % | $ | 4.18 | ||||||||||
| Adjusted percent net sales | 65.7 | % | 34.3 | % | 6.7 | % | 24.7 | % | (1.9) | % | 19.4 | % | ||||||||||||||
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 15 | ||||
| STRYKER CORPORATION | 2022 Second Quarter Form 10-Q | |||||||
FINANCIAL CONDITION AND LIQUIDITY
| Six Months | 2022 | 2021 | ||||||
| Net cash provided by operating activities | $ | 732 | $ | 1,330 | ||||
| Net cash used in investing activities | (2,834) | (298) | ||||||
| Net cash provided by (used in) financing activities | 240 | (1,729) | ||||||
| Effect of exchange rate changes on cash and cash equivalents | (38) | (5) | ||||||
| Change in cash and cash equivalents | $ | (1,900) | $ | (702) | ||||
Operating Activities
Cash provided by operating activities was $732 and $1,330 in the six months 2022 and 2021. The decrease was primarily due to increased inventory driven by higher material prices and inventory levels to manage supply chain issues and increased accounts receivable primarily due to timing of sales.
Investing Activities
Cash used in investing activities was $2,834 and $298 in the six months 2022 and 2021. The increase in cash used in 2022 was primarily due to increased payments for acquisitions and investments in capital projects.
Financing Activities
Cash provided by (used in) financing activities was $240 and ($1,729) in the six months 2022 and 2021. Cash provided in 2022 was primarily driven by the issuance of a $1,500 term loan used to fund the Vocera acquisition, of which $250 has been repaid, partially offset by the payment of dividends. 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 six months 2022 and 2021. Dividends paid to common shareholders were $525 and $475 in the six months 2022 and 2021.
Liquidity
Cash, cash equivalents and marketable securities were $1,127 and $3,019 on June 30, 2022 and December 31, 2021. Current assets exceeded current liabilities by $4,421 and $5,468 on June 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 55% on June 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 Report on Form 10-Q for the quarter ended March 31, 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 areas of market risk exposure to be exchange rate risk and the impacts of the COVID-19 pandemic 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. We are not able to quantify the impacts of the COVID-19 pandemic on our financial results. Qualitative disclosures about the COVID-19 pandemic are included in Part I, Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-Q and Part I, Item 1A "Risk Factors" of our Annual Report on Form 10-K for 2021.
| Dollar amounts are in millions except per share amounts or as otherwise specified. | 16 | ||||
| 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 June 30, 2022. Based on that evaluation, the Certifying Officers concluded the Company's disclosure controls and procedures were effective as of June 30, 2022.
Changes in Internal Control Over Financial Reporting
There was no change to our internal control over financial reporting during the six 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 June 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 six months ended June 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 Report on Form 10-Q for the quarter ended March 31, 2022, except for updates to the following risk factor:
We use a variety of raw materials, components, devices and third-party services in our global supply chains, production and distribution processes; significant shortages, price increases or unavailability of third-party services could increase our operating costs, require significant capital expenditures, or adversely impact the competitive position of our products: Our reliance on certain suppliers to secure raw materials, components and finished devices, and on certain third-party service providers, such as sterilization service providers, exposes us to product shortages and unanticipated increases in prices, whether due to inflationary pressure, regulatory changes or otherwise. In addition, several raw materials, components, finished devices and services are procured from a sole-source due to the quality considerations, unique intellectual property considerations or constraints associated with regulatory requirements. If sole-source suppliers or service providers are acquired or were unable or unwilling to deliver these materials or services, we may not be able to manufacture or have available one or more products during such period of unavailability and our business could suffer. In certain cases we may not be able to establish additional or replacement suppliers for such materials or service providers for such services in a timely or cost effective manner, largely as a result of FDA and other regulations that require, among other things, validation of materials, components and services prior to their use in or with our products. In addition, during 2022, the market has experienced increasing inflationary pressures in part due to global supply chain disruptions, labor shortages and other impacts of the COVID-19 pandemic, which
we anticipate will continue. The existence of inflation in the United States and in many of the countries where we conduct business has resulted in, and may continue to result in, higher interest rates and capital costs, shipping costs, increased costs of labor, weakening exchange rates and other similar effects. We have experienced and may continue to experience inflationary increases in manufacturing costs and operating expenses as well as negative impacts from weakening exchange rates, caused by the COVID-19 pandemic or as a result of general macroeconomic factors, and may not be able to pass these cost increases on to our customers in a timely manner, which could have a material adverse impact on our profitability and results of operations. Inflation may also cause our customers to reduce or delay orders for our products and services, which could have a material adverse impact on our sales and results of operations.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | ||||
We issued 6,071 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 six 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 June 30, 2022.
| ITEM 6. | EXHIBITS | ||||
| 10(i) | |||||
| 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 Second 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: | July 27, 2022 | /s/ KEVIN A. LOBO | |||||||||
| Kevin A. Lobo | |||||||||||
| Chair, Chief Executive Officer and President | |||||||||||
| Date: | July 27, 2022 | /s/ GLENN S. BOEHNLEIN | |||||||||
| Glenn S. Boehnlein | |||||||||||
| Vice President, Chief Financial Officer | |||||||||||
18 | ||||||||
Exhibit 10(i)
STRYKER CORPORATION
TERMS AND CONDITIONS
RELATING TO RESTRICTED STOCK UNITS GRANTED
PURSUANT TO THE 2011 LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED
NON-EMPLOYEE DIRECTORS
1. The Restricted Stock Units (“RSUs”) with respect to Common Stock of Stryker Corporation (the “Company”) granted to you during 2022 are subject to these Terms and Conditions Relating to Restricted Stock Units Granted Pursuant to the 2011 Long-Term Incentive Plan, as Amended and Restated (the “Terms and Conditions”) and all of the terms and conditions of the Stryker Corporation 2011 Long-Term Incentive Plan, as Amended and Restated (the “2011 Plan”), which is incorporated herein by reference. In the case of a conflict between these Terms and Conditions and the terms of the 2011 Plan, the provisions of the 2011 Plan will govern. Capitalized terms used but not defined herein have the meaning provided therefor in the 2011 Plan, and "Stock Plan Administrator" means UBS Financial Services Inc. (or any other independent service provider engaged by the Company to assist with the implementation, operation and administration of the 2011 Plan).
2. Your right to receive the Shares issuable pursuant to the RSUs shall be only as follows:
(a) If you continue to be a Director, you will receive the Shares underlying the RSUs that have become vested as soon as administratively possible following the vesting date as set forth in the award letter.
(b) If you cease to be a Director by reason of Disability (as such term is defined in the 2011 Plan) or death prior to the date that your RSUs become fully vested, you or your estate will become fully vested in your RSUs, and you, your legal representative or your estate will receive all of the underlying Shares as soon as administratively practicable following your termination by Disability or death.
(c) If you cease to be a Director by reason of Retirement (as such term is defined in the 2011 Plan) prior to the date that your RSUs become fully vested, you (or your estate in the event of your death after your termination by Retirement) will continue to vest in your RSUs in accordance with the vesting schedule as set forth in the award letter as if you had continued your service as a Director.
(d) If you cease to be a Director prior to the date that your RSUs become fully vested for any reason other than those provided in (b) or (c) above, you shall cease vesting in your RSUs effective as of your Termination Date, which shall be the last day of your active service as a Director.
(e) Notwithstanding the foregoing, the Company may, in its sole discretion, settle your RSUs in the form of: (i) a cash payment to the extent settlement in Shares (1) is prohibited under local law, (2) would require you or the Company to obtain the approval of any governmental and/or regulatory body in your country of residence or (3) is administratively burdensome; or (ii) Shares, but require you to immediately sell such Shares (in which case, the Company shall have the authority to issue sales instructions in relation to such Shares on your behalf).
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Exhibit 10(i)
(f) You may elect to defer delivery of the Shares that are otherwise issuable upon the vesting date by completing a prescribed deferral election form and returning it to the Company according to the instructions on such deferral election form. The deferral election form will be distributed to you separately. If made, the deferral election shall be irrevocable. You generally shall receive your Shares at such time(s) specified in the deferral election form.
3. The number of Shares subject to the RSUs shall be subject to adjustment and the vesting dates hereof may be accelerated as follows:
(a) In the event that the Shares, as presently constituted, shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation (whether by reason of merger, consolidation, recapitalization, reclassification, split-up, combination of shares, or otherwise) or if the number of such Shares shall be increased through the payment of a stock dividend or a dividend on the Shares of rights or warrants to purchase securities of the Company shall be made, then there shall be substituted for or added to each Share theretofore subject to the RSUs the number and kind of shares of stock or other securities into which each outstanding Share shall be so changed, or for which each such Share shall be exchanged, or to which each such Share shall be entitled. The other terms of the RSUs shall also be appropriately amended as may be necessary to reflect the foregoing events. In the event there shall be any other change in the number or kind of the outstanding Shares, or of any stock or other securities into which such Shares shall have been exchanged, then if the Board of Directors shall, in its sole discretion, determine that such change equitably requires an adjustment in the RSUs, such adjustment shall be made in accordance with such determination.
(b) Fractional Shares resulting from any adjustment in the RSUs may be settled in cash or otherwise as the Board of Directors shall determine, in its sole discretion. Notice of any adjustment will be given to you and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes hereof.
(c) The Board of Directors shall have the power to amend the RSUs to permit the immediate vesting of the RSUs (and to terminate any unvested RSUs) and the distribution of the underlying Shares prior to the effectiveness of (i) any disposition of substantially all of the assets of the Company, (ii) the shutdown, discontinuance of operations or dissolution of the Company, or (iii) the merger or consolidation of the Company with or into any other unrelated corporation.
4. If you are resident outside of the United States, you agree, as a condition of the grant of the RSUs, to repatriate all payments attributable to the Shares and/or cash acquired under the 2011 Plan (including, but not limited to, dividends, dividend equivalents and any proceeds derived from the sale of the Shares acquired pursuant to the RSUs) required by and in accordance with local foreign exchange rules and regulations in your country of residence. In addition, you also agree to take any and all actions, and consent to any and all actions taken by the Company and its Subsidiaries, as may be required to allow the Company and its Subsidiaries to comply with local laws, rules and regulations in your country of residence. Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence.
5. If you are resident in a country that is a member of the European Union, the grant of the RSUs and these Terms and Conditions are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent that a court or
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Exhibit 10(i)
tribunal of competent jurisdiction determines that any provision of these Terms and Conditions is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.
6. Regardless of any action the Company takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the subsequent sale of any Shares acquired pursuant to the RSUs and the receipt of any dividends or dividend equivalents and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items. Further, if you become subject to taxation in more than one country between the grant date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company may be required to withhold or account for Tax-Related Items in more than one country.
Prior to any taxable event (or such later date(s) as specified in a valid deferral election form), if your country of residence (and/or the country services as a director occur, if different) requires withholding of Tax-Related Items, the Company shall withhold a number of whole Shares that have an aggregate Fair Market Value that the Company, taking into account local requirements and administrative issues, determines in its sole discretion is appropriate to cover withholding for Tax-Related Items with respect to the Shares. The cash equivalent of the Shares withheld will be used to settle the obligation to withhold the Tax-Related Items. In cases where the Fair Market Value of the number of whole Shares withheld is greater than the amount required to be paid to the relevant government authorities with respect to withholding for Tax-Related Items, the Company shall make a cash payment to you equal to the difference as soon as administratively practicable. In the event that withholding in Shares is prohibited or problematic under applicable law or otherwise may trigger adverse consequences to the Company, the Company shall withhold the Tax-Related Items required to be withheld with respect to the Shares in cash from your director fees or other amounts payable to you. In the event the withholding requirements are not satisfied through the withholding of Shares or through your director fees or other amounts payable to you by the Company, no Shares will be issued to you (or your estate) unless and until satisfactory arrangements have been made by you with respect to the payment of any Tax-Related Items that the Company determines, in its sole discretion, should be withheld or collected with respect to such RSUs. By accepting these RSUs, you expressly consent to the withholding of Shares and/or withholding from your director fees or other amounts payable to you as provided for hereunder. All other Tax-Related Items related to the RSUs and any Shares delivered in payment thereof are your sole responsibility.
7. The RSUs are intended to be exempt from the requirements of Code Section 409A. The 2011 Plan and these Terms and Conditions shall be administered and interpreted in a manner consistent with this intent. If the Company determines that these Terms and Conditions are subject to Code Section 409A and that it has failed to comply with the requirements of that Section, the Company may, at the Company’s sole discretion, and without your consent, amend these Terms and Conditions to cause them to comply with Code Section 409A or be exempt from Code Section 409A.
Page 3
Exhibit 10(i)
8. The RSUs shall be transferable only by will or the laws of descent and distribution. If you purport to make any transfer of the RSUs, except as aforesaid, the RSUs and all rights thereunder shall terminate immediately.
9. The RSUs shall not be vested in whole or in part, and the Company shall not be obligated to issue any Shares subject to the RSUs, if such issuance would, in the opinion of counsel for the Company, violate the Securities Act of 1933 or any other U.S. federal, state or non-U.S. statute having similar requirements as it may be in effect at the time. The RSUs are subject to the further requirement that, if at any time the Board of Directors shall determine in its discretion that the listing or qualification of the Shares subject to the RSUs under any securities exchange requirements or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of or in connection with the issuance of Shares pursuant to the RSUs, the RSUs may not be vested in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors.
10. The grant of the RSUs shall not confer upon you any right to serve as a Director of the Company nor limit in any way the right of the Company to terminate your service as a Director at any time. You shall have no rights as a shareholder of the Company with respect to any Shares issuable upon the vesting of the RSUs until the date of issuance of such Shares.
11. You acknowledge and agree that the 2011 Plan is discretionary in nature and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of the RSUs under the 2011 Plan is a one-time benefit and does not create any contractual or other right to receive a grant of RSUs or any other award under the 2011 Plan or other benefits in lieu thereof in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of any grant, the number of Shares subject to the grant, and the vesting provisions. Any amendment, modification or termination of the 2011 Plan shall not constitute a change or impairment of the terms and conditions of your service as a Director of the Company.
12. These Terms and Conditions shall bind and inure to the benefit of the Company, its successors and assigns and you and your estate in the event of your death.
13. The Company is located at 2825 Airview Boulevard Kalamazoo, Michigan 49002, U.S.A. and grants RSUs under the 2011 Plan to employees and directors of the Company and Subsidiaries in its sole discretion. In conjunction with the Company’s grant of the RSUs under the 2011 Plan and its ongoing administration of such awards, the Company is providing the following information about its data collection, processing and transfer practices (“Personal Data Activities”). In accepting the grant of the RSUs, you expressly and explicitly consent to the Personal Data Activities as described herein.
(a) The Company collects, processes and uses your personal data, including your name, home address, email address, and telephone number, date of birth, social insurance number or other identification number, citizenship, any Shares or directorships held in the Company, and details of all RSUs or any other equity compensation awards granted, canceled, exercised, vested, or outstanding in your favor, which the Company receives from you. In granting the RSUs under the Plan, the Company will collect your personal data for purposes of allocating Shares and implementing, administering and managing the 2011 Plan. The Company’s legal basis for the collection, processing and usage of your personal data is your consent.
(b) The Company transfers your personal data to the Stock Plan Administrator. In the future, the Company may select a different Stock Plan Administrator
Page 4
Exhibit 10(i)
and share your personal data with another company that serves in a similar manner. The Stock Plan Administrator will open an account for you, if an account is not already in place, to receive and trade Shares acquired under the 2011 Plan. You will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to your ability to participate in the 2011 Plan.
(c) The Company and the Stock Plan Administrator are based in the United States. You should note that your country of residence may have enacted data privacy laws that are different from the United States. The Company’s legal basis for the transfer of your personal data to the United States is your consent.
(d) Your participation in the 2011 Plan and your grant of consent is purely voluntary. You may deny or withdraw your consent at any time. If you do not consent, or if you withdraw your consent, you may be unable to participate in the 2011 Plan. This would not affect your existing directorship or your annual cash retainer; instead, you merely may forfeit the opportunities associated with the 2011 Plan.
You may have a number of rights under the data privacy laws in your country of residence. For example, your rights may include the right to (i) request access or copies of personal data the Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent authorities in your country or residence, and/or (vi) request a list with the names and addresses of any potential recipients of your personal data. To receive clarification regarding your rights or to exercise your rights, you should contact the Company’s Human Resources Department.
14. The grant of the RSUs is not intended to be a public offering of securities in your country of residence. The Company has not submitted any registration statement, prospectus or other filing(s) with the local securities authorities (unless otherwise required under local law). No employee of the Company is permitted to advise you on whether you should acquire Shares under the 2011 Plan or provide you with any legal, tax or financial advice with respect to the grant of the RSUs. The acquisition of Shares involves certain risks, and you should carefully consider all risk factors and tax considerations relevant to the acquisition of Shares under the 2011 Plan or the disposition of them. Further, you should carefully review all of the materials related to the RSUs and the 2011 Plan, and you should consult with your personal legal, tax and financial advisors for professional advice in relation to your personal circumstances.
15. All questions concerning the construction, validity and interpretation of the RSUs and the 2011 Plan shall be governed and construed according to the laws of the state of Michigan, without regard to the application of the conflicts of laws provisions thereof. Any disputes regarding the RSUs or the 2011 Plan shall be brought only in the state or federal courts of the state of Michigan.
16. The Company may, in its sole discretion, decide to deliver any documents related to the RSUs or other awards granted to you under the 2011 Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the 2011 Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
17. The invalidity or unenforceability of any provision of the 2011 Plan or these Terms and Conditions shall not affect the validity or enforceability of any other provision of the 2011 Plan or these Terms and Conditions.
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Exhibit 10(i)
18. If you are resident outside of the United States, you acknowledge and agree that it is your express intent that these Terms and Conditions, the 2011 Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSUs be drawn up in English. If you have received these Terms and Conditions, the 2011 Plan or any other documents related to the RSUs translated into a language other than English and the meaning of the translated version is different than the English version, the English version will control.
19. Notwithstanding any provisions of these Terms and Conditions to the contrary, the RSUs shall be subject to any special terms and conditions for your country of residence set forth in an addendum to these Terms and Conditions (an “Addendum”). Further, if you transfer your residence to another country reflected in an Addendum to these Terms and Conditions at the time of transfer, the special terms and conditions for such country will apply to you to the extent the Company determines, in its sole discretion, that the application of such special terms and conditions is necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the award and the 2011 Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer). In all circumstances, any applicable Addendum shall constitute part of these Terms and Conditions.
20. The Company reserves the right to impose other requirements on the RSUs, any Shares acquired pursuant to the RSUs, and your participation in the 2011 Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the award and the 2011 Plan. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.
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Exhibit 10(i)
STRYKER CORPORATION
ADDENDUM TO
TERMS AND CONDITIONS
RELATING TO RESTRICTED STOCK UNITS GRANTED
PURSUANT TO THE 2011 PLAN, AS AMENDED AND RESTATED
In addition to the terms of the 2011 Plan and the Terms and Conditions, the RSUs are subject to the following additional terms and conditions (the “Addendum”). All capitalized terms as contained in this Addendum shall have the same meaning as set forth in the 2011 Plan and the Terms and Conditions. Pursuant to Section 20 of the Terms and Conditions, if you transfer your residence and/or employment to another country reflected in an Addendum at the time of transfer, the special terms and conditions for such country will apply to you to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law, rules and regulations, or to facilitate the operation and administration of the award and the 2011 Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer).
Data Privacy Information: European Union (“EU”) / European Economic Area (“EEA”) / Switzerland and the United Kingdom*
*The below information is for data privacy purposes only and you should determine whether any other special terms and conditions apply to your awards in these jurisdictions.
1. Data Privacy. If you reside and/or you perform services in the EU / EEA, Switzerland or the United Kingdom the following provision replaces Section 14 of the Terms and Conditions:
The Company is located at 2825 Airview Boulevard Kalamazoo, Michigan 49002, U.S.A. and grants RSUs under the 2011 Plan to employees and directors of the Company and its Subsidiaries in its sole discretion. You should review the following information about the Company’s data processing practices.
(a) Data Collection, Processing and Usage. Pursuant to applicable data protection laws, you are hereby notified that the Company collects, processes and uses certain personally-identifiable information about you for the legitimate interest of implementing, administering and managing the 2011 Plan and generally administering equity awards; specifically, including your name, home address, email address and telephone number, date of birth, social insurance number or other identification number, citizenship, any Shares or directorships held in the Company, and details of all options or any other awards granted, canceled, exercised, vested, or outstanding in your favor, which the Company receives from you. In granting the RSUs under the 2011 Plan, the Company will collect your personal data for purposes of allocating Shares and implementing, administering and managing the 2011 Plan. The Company’s collection, processing, use and transfer of your personal data is necessary for the performance of the Company’s contractual obligations under the Plan and pursuant to the Company’s legitimate interest of managing and generally administering equity awards. Your refusal to provide personal data would make it impossible for the Company to perform its contractual obligations and may affect your ability to participate in the 2011 Plan. As such, by participating in the 2011 Plan, you voluntarily acknowledge the collection, processing and use of your personal data as described herein.
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Exhibit 10(i)
(b) Stock Plan Administration Service Provider. The Company transfers participant data to the Stock Plan Administrator. In the future, the Company may select a different Stock Plan Administrator and share your data with another company that serves in a similar manner. The Stock Plan Administrator will open an account for you, if an account is not already in place, to receive and trade Shares acquired under the 2011 Plan. You will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to your ability to participate in the 2011 Plan.
(c) International Data Transfers. The Company and the Stock Plan Administrator are based in the United States. The Company can only meet its contractual obligations to you if your personal data is transferred to the United States. The Company’s legal basis for the transfer of your personal data to the United States is to satisfy its contractual obligations to you and/or its use of the standard data protection clauses adopted by the EU Commission.
(d) Data Retention. The Company will use your personal data only as long as is necessary to implement, administer and manage your participation in the 2011 Plan or as required to comply with legal or regulatory obligations, including under tax and security laws. When the Company no longer needs your personal data, the Company will remove it from its systems. If the Company keeps your data longer, it would be to satisfy legal or regulatory obligations and the Company’s legal basis would be for compliance with relevant laws or regulations.
(e) Data Subject Rights. You may have a number of rights under data privacy laws in your country of residence. For example, your rights may include the right to (i) request access or copies of personal data the Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent authorities in your country of residence, and/or (vi) request a list with the names and addresses of any potential recipients of the Participant’s personal data. To receive clarification regarding your rights or to exercise your rights, you should contact the Company’s Human Resources Department.
ARGENTINA
1. Securities Law Information. Neither the grant of the RSUs, nor the issuance of Shares subject to the RSUs, constitutes a public offering in Argentina. The grant of RSUs pursuant to the 2011 Plan is a private placement and not subject to any filing or disclosure requirements in Argentina.
AUSTRALIA
1. RSUs Conditioned on Satisfaction of Regulatory Obligations. If you are (a) a director of a Subsidiary incorporated in Australia, or (b) a person who is a management-level executive of a Subsidiary incorporated in Australia and who also is a director of a Subsidiary incorporated outside of the Australia, the grant of the RSUs is conditioned upon satisfaction of the shareholder approval provisions of section 200B of the Corporations Act 2001 (Cth) in Australia.
The Australian Offer document can be accessed here [UBS INSERT LINK HERE]
AUSTRIA
No country specific provisions.
BELGIUM
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Exhibit 10(i)
No country specific provisions.
BRAZIL
1. Compliance with Law. By accepting the RSUs, you acknowledge and agree to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the vesting of the RSUs, the issuance and/or sale of Shares acquired under the 2011 Plan and the receipt of any dividends.
CANADA
1. Settlement in Shares. Notwithstanding anything to the contrary in the Terms and Conditions or the 2011 Plan, the RSUs shall be settled only in Shares (and may not be settled in cash).
2. Termination of Employment. The following supplements Section 2(d) of the Terms and Conditions as well as any other section required to give effect to the same:
In the event of your termination of employment for any reason (other than by reason of death, Disability or Retirement), either by you or by the Employer, with or without cause, your rights to vest or to continue to vest in the RSUs and receive Shares under the 2011 Plan, if any, will terminate as of the actual Termination Date. For this purpose, the “Termination Date” shall mean the last day on which you are actively employed by the Employer, and shall not include or be extended by any period following such day during which you are in receipt of or eligible to receive any notice of termination, pay in lieu of notice of termination, severance pay or any other payments or damages, whether arising under statute, contract or at common law.
Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, your right to vest in the RSUs under the 2011 Plan, if any, will terminate effective as of the last day of your minimum statutory notice period, but you will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of your statutory notice period, nor will you be entitled to any compensation for lost vesting.
3. Use of English Language. If you are a resident of Quebec, by accepting your RSUs, you acknowledge and agree that it is your wish that the Terms and Conditions, this Addendum, as well as all other documents, notices and legal proceedings entered into, given or instituted pursuant to your RSUs, either directly or indirectly, be drawn up in English.
Langue anglaise. En acceptant l'allocation de vos RSUs, vous reconnaissez et acceptez avoir souhaité que le Termes et Conditions, le présent avenant, ainsi que tous autres documents exécutés, avis donnés et procédures judiciaires intentées, relatifs, directement ou indirectement, à l'allocation de vos RSUs, soient rédigés en anglais.
BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE PROVISIONS OF THE 2011 PLAN, THE TERMS AND CONDITIONS AND THIS ADDENDUM.
PLEASE SIGN AND RETURN THIS ADDENDUM VIA EMAIL NO LATER THAN JUNE 30, 2022 TO STOCKPLANADMINISTRATION@STRYKER.COM.
Page 9
Exhibit 10(i)
___________________________________ ______________________________
Signature Name (Printed)
_____________________
Date
CHILE
1. Private Placement. The following provision shall replace Section 15 of the Terms and Conditions:
The grant of the RSUs hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement.
a)The starting date of the offer will be the grant date, and this offer conforms to General Ruling no. 336 of the Chilean Commission for the Financial Markets (“CMF”);
b)The offer deals with securities not registered in the registry of securities or in the registry of foreign securities of the CMF, and therefore such securities are not subject to its oversight;
c)The Company, as the issuer, is not obligated to provide public information in Chile regarding the foreign securities, as such securities are not registered with the CMF; and
d)The Shares, as foreign securities, shall not be subject to public offering as long as they are not registered with the corresponding registry of securities in Chile.
a)La fecha de inicio de la oferta será el de la fecha de otorgamiento y esta oferta se acoge a la norma de Carácter General n° 336 de la Comisión para el Mercado Financiero Chilena (“CMF”);
b)La oferta versa sobre valores no inscritos en el registro de valores o en el registro de valores extranjeros que lleva la CMF, por lo que tales valores no están sujetos a la fiscalización de ésta;
c)Por tratar de valores no inscritos no existe la obligación por parte del emisor de entregar en chile información pública respecto de esos valores; y
d)Esos valores no podrán ser objeto de oferta pública mientras no sean inscritos en el registro de valores correspondiente.
CHINA
1. RSUs Conditioned on Satisfaction of Regulatory Obligations. If you are a People’s Republic of China (“PRC”) national, the grant of the RSUs is conditioned upon the Company securing all necessary approvals from the PRC State Administration of Foreign Exchange to permit the operation of the 2011 Plan and the participation of PRC nationals, as determined by the Company in its sole discretion.
2. Sale of Shares. Notwithstanding anything to the contrary in the 2011 Plan, upon any termination of your relationship with the Company, you shall be required to sell
Page 10
Exhibit 10(i)
all Shares acquired under the 2011 Plan within such time period as may be established by the PRC State Administration of Foreign Exchange.
3. Exchange Control Restrictions. You acknowledge and agree that you will be required immediately to repatriate to the PRC the proceeds from the sale of any Shares acquired under the 2011 Plan, as well as any other cash amounts attributable to the Shares acquired under the 2011 Plan (collectively, “Cash Proceeds”). Further, you acknowledge and agree that the repatriation of the Cash Proceeds must be effected through a special bank account established by the local company, the Company or one of its Subsidiaries, and you hereby consent and agree that the Cash Proceeds may be transferred to such account by the Company on your behalf prior to being delivered to you. The Cash Proceeds may be paid to you in U.S. dollars or local currency at the Company’s discretion. If the Cash Proceeds are paid to you in U.S. dollars, you understand that a U.S. dollar bank account must be established and maintained in China so that the proceeds may be deposited into such account. Additionally, if the Company changes its Stock Plan Administrator, you acknowledge and agree that the Company may transfer any Shares issued under the 2011 Plan to the new designated Stock Plan Administrator if necessary for legal or administrative reasons. You agree to sign any documentation necessary to facilitate the transfer. If the Cash Proceeds are paid to you in local currency, you acknowledge and agree that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the Cash Proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the Shares are sold and the Cash Proceeds are converted into local currency and distributed to you. You further agree to comply with any other requirements that may be imposed by the local company, the Company and its Subsidiaries in the future in order to facilitate compliance with exchange control requirements in the PRC.
COLOMBIA
1. Securities Law Information. The Shares subject to the RSUs are not and will not be registered in the Colombian registry of publicly traded securities (Registro Nacional de Valores y Emisores) and therefore the Shares may not be offered to the public in Colombia. Nothing in this document should be construed as the making of a public offer of securities in Colombia.
COSTA RICA
No country specific provisions.
DENMARK
1. Treatment of RSUs upon Termination of Employment. Notwithstanding any provision in the Terms and Conditions or the 2011 Plan to the contrary, unless you are a member of registered management who is not considered a salaried employee, the treatment of the RSUs upon a termination of employment which is not a result of death shall be governed by Sections 4 and 5 of the Danish Act on Stock Option in Employment Relations. However, if the provisions in the Terms and Conditions or the Plan governing the treatment of the RSUs upon a termination of employment are more favorable, then the provisions of the Terms and Conditions or the 2011 Plan will govern.
FINLAND
1. Withholding of Tax-Related Items. Notwithstanding anything in Section 6 of the Terms and Conditions to the contrary, if you are a local national of Finland, any Tax-Related Items shall be withheld only in cash or other amounts payable to you in cash or
Page 11
Exhibit 10(i)
such other withholding methods as may be permitted under the 2011 Plan and allowed under local law.
FRANCE
1. Use of English Language. By accepting your RSUs, you acknowledge and agree that it is your wish that the Terms and Conditions, this Addendum, as well as all other documents, notices and legal proceedings entered into, given or instituted pursuant to your RSUs, either directly or indirectly, be drawn up in English.
Langue anglaise. En acceptant l'allocation de vos RSUs, vous reconnaissez et acceptez avoir souhaité que le Termes et Conditions, le présent avenant, ainsi que tous autres documents exécutés, avis donnés et procédures judiciaires intentées, relatifs, directement ou indirectement, à l'allocation de vos RSUs, soient rédigés en anglais.
BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE PROVISIONS OF THE 2011 PLAN, THE TERMS AND CONDITIONS AND THIS ADDENDUM.
PLEASE SIGN AND RETURN THIS ADDENDUM VIA EMAIL NO LATER THAN JUNE 30, 2022 TO STOCKPLANADMINISTRATION@STRYKER.COM.
___________________________________ ______________________________
Signature Name (Printed)
_____________________
Date
GERMANY
No country specific provisions.
HONG KONG
1. Important Notice. Warning: The contents of the Terms and Conditions, this Addendum, the 2011 Plan, and all other materials pertaining to the RSUs and/or the 2011 Plan have not been reviewed by any regulatory authority in Hong Kong. You are hereby advised to exercise caution in relation to the offer thereunder. If you have any doubts about any of the contents of the aforesaid materials, you should obtain independent professional advice.
2. Lapse of Restrictions. If, for any reason, Shares are issued to you within six (6) months of the grant date, you agree that you will not sell or otherwise dispose of any such Shares prior to the six-month anniversary of the grant date.
3. Settlement in Shares. Notwithstanding anything to the contrary in this Addendum, the Terms and Conditions or the 2011 Plan, the RSUs shall be settled only in Shares (and may not be settled in cash).
4. Nature of the Plan. The Company specifically intends that the 2011 Plan will not be treated as an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance (“ORSO”). To the extent any court, tribunal or legal/
Page 12
Exhibit 10(i)
regulatory body in Hong Kong determines that the 2011 Plan constitutes an occupational retirement scheme for the purposes of ORSO, the grant of the RSUs shall be null and void.
INDIA
1. Repatriation Requirements. You expressly agree to repatriate all sale proceeds and dividends attributable to Shares acquired under the 2011 Plan in accordance with local foreign exchange rules and regulations. Neither the Company, the local company or any of the Company’s Subsidiaries shall be liable for any fines or penalties resulting from your failure to comply with applicable laws, rules or regulations.
IRELAND
No country specific provisions.
ITALY
No country specific provisions.
JAPAN
No country specific provisions.
MEXICO
1. Securities Law Information. You expressly recognize and acknowledge that the Company's grant of RSUs and the underlying Shares under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the 2011 Plan, the Terms and Conditions and any other document relating to the RSUs may not be publicly distributed in Mexico. These materials are addressed to you only because of your existing relationship with the Company and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities but rather constitutes a private placement of securities addressed specifically to individuals who are present employees of the Employer in Mexico made in accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred.
NETHERLANDS
1. Waiver of Termination Rights. As a condition to the grant of the RSUs, you hereby waive any and all rights to compensation or damages as a result of the termination of your relationship with the Company and the local company for any reason whatsoever, insofar as those rights result or may result from (a) the loss or diminution in value of such rights or entitlements under the 2011 Plan, or (b) you ceasing to have rights under or ceasing to be entitled to any awards under the 2011 Plan as a result of such termination.
2. Tax Deferral Upon Retirement. Unless you otherwise elect by contacting Stryker no later than June 30, 2022, you hereby agree that upon Retirement eligibility, the RSUs shall not become taxable until the date of settlement when Shares are actually delivered or otherwise made available.
Page 13
Exhibit 10(i)
NEW ZEALAND
1. WARNING. You are being offered RSUs to be settled in the form of shares of Stryker Corporation common stock. If the Company runs into financial difficulties and is wound up, you may lose some or all your investment. New Zealand law normally requires people who offer financial products to give information to investors before they invest. This requires those offering financial products to have disclosed information that is important for investors to make an informed decision. The usual rules do not apply to this offer because it is an offer made under the Employee Share Scheme exemption. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment. You should ask questions, read all documents carefully, and seek independent financial advice before accepting the offer. The Company’s Shares are currently traded on the New York Stock Exchange under the ticker symbol “SYK” and Shares acquired under the 2011 Plan may be sold through this exchange. You may end up selling the Shares at a price that is lower than the value of the Shares when you acquired them. The price will depend on the demand for the Company's Shares. The Company’s most recent annual report (which includes the Company’s financial statements) is available at [http://phx.corporate-ir.net/phoenix.zhtml?c=118965&p=irol-irhome]. You are entitled to receive a copy of this report, free of charge, upon written request to the Company at STOCKPLANADMINISTRATION@STRYKER.COM.
POLAND
No country specific provisions.
PORTUGAL
No country specific provisions.
PUERTO RICO
No country specific provisions.
ROMANIA
No country specific provisions.
RUSSIA
1. IMPORTANT NOTIFICATION. You may be required to repatriate certain cash amounts received with respect to the RSUs to Russia as soon as you intend to use those cash amounts for any purpose, including reinvestment. If the repatriation requirement applies, such funds must initially be credited to you through a foreign currency account at an authorized bank in Russia. After the funds are initially received in Russia, they may be further remitted to foreign banks in accordance with Russian exchange control laws. Under the Directive N 5371-U of the Russian Central Bank (the “CBR”), the repatriation requirement may not apply in certain cases with respect to cash amounts received in an account that is considered by the CBR to be a foreign brokerage account. Statutory exceptions to the repatriation requirement also may apply. You should contact your personal advisor to ensure compliance with the applicable exchange control requirements prior to vesting in the RSUs and/or selling the Shares acquired pursuant to the RSUs.
2. SECURITIES LAW NOTIFICATION. The grant of RSUs and the issuance of Shares upon vesting are not intended to be an offering of securities with the Russian Federation, and the Terms and Conditions, the 2011 Plan, this Addendum and all other
Page 14
Exhibit 10(i)
materials that you receive in connection with the grant of RSUs and your participation in the 2011 Plan (collectively, “Grant Materials”) do not constitute advertising or a solicitation within the Russian Federation. In connection with your grant of RSUs, the Company has not submitted any registration statement, prospectus or other filing with the Russian Federal Bank or any other governmental or regulatory body within the Russian Federation, and the Grant Materials expressly may not be used, directly or indirectly, for the purpose of making a securities offering or public circulation of Shares within the Russian Federation. Any Shares acquired under the 2011 Plan will be maintained on your behalf outside of Russia. Moreover, you will not be permitted to sell or otherwise alienate any Shares directly to other Russian legal entities or individuals.
3. EXCHANGE CONTROL NOTIFICATION. You are solely responsible for complying with applicable Russian exchange control regulations. Since the exchange control regulations change frequently and without notice, you should consult your legal advisor prior to the acquisition or sale of Shares under the 2011 Plan to ensure compliance with current regulations. As noted, it is your personal responsibility to comply with Russian exchange control laws, and neither the Company nor any Subsidiary will be liable for any fines or penalties resulting from failure to comply with applicable laws.
4. ANTI-CORRUPTION NOTIFICATION. Anti-corruption laws prohibit certain public servants, their spouses and their dependent children from owning any foreign source financial instruments (e.g., shares of foreign companies such as the Company). Accordingly, you should inform the Company if you are covered by these laws as this relates to your acquisition of Shares under the 2011 Plan.
SINGAPORE
1. Qualifying Person Exemption. The following provision shall replace Section 15 of the Terms and Conditions:
The grant of the RSUs under the 2011 Plan is being made pursuant to the “Qualifying Person” exemption” under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The 2011 Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. You should note that, as a result, the RSUs are subject to section 257 of the SFA and you will not be able to make (a) any subsequent sale of the Shares in Singapore or (ii) any offer of such subsequent sale of the Shares subject to the RSUs in Singapore, unless such sale or offer is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA (Chapter 289, 2006 Ed.).
2. Director Reporting Notification. If you are a director, associate director or shadow director of a Singapore company, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore company in writing when you receive an interest (e.g., RSUs or Shares) in the Company or any related company. In addition, you must notify the Singapore company when you sell Shares (including when you sell Shares acquired at vesting of the Restricted Stock Units). These notifications must be made within two business days of acquiring or disposing of any interest in the Company or any related company. In addition, a notification must be made of Participant’s interests in the Company or any related company within two business days of becoming a director.
SOUTH AFRICA
1. Exchange Control Obligations. You are solely responsible for complying with applicable exchange control regulations and rulings (the “Exchange Control Regulations”)
Page 15
Exhibit 10(i)
in South Africa. As the Exchange Control Regulations change frequently and without notice, you should consult your legal advisor prior to the acquisition or sale of Shares under the 2011 Plan to ensure compliance with current Exchange Control Regulations. Neither the Company nor any of its Subsidiaries will be liable for any fines or penalties resulting from your failure to comply with applicable laws.
2. Securities Law Information and Deemed Acceptance of RSUs. Neither the RSUs nor the underlying Shares shall be publicly offered or listed on any stock exchange in South Africa. The offer is intended to be private pursuant to Section 96 of the Companies Act and is not subject to the supervision of any South African governmental authority. Pursuant to Section 96 of the Companies Act, the RSU offer must be finalized on or before the 60th day following the grant date. If you do not want to accept the RSUs, you are required to decline the RSUs no later than the 60th day following the grant date. If you do not reject the RSUs on or before the 60th day following the grant date, you will be deemed to accept the RSUs.
SOUTH KOREA
No country specific provisions.
SPAIN
No country specific provisions.
SWITZERLAND
1. Securities Law Information. Neither this document nor any other materials relating to the RSUs (i) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”) (ii) may be publicly distributed or otherwise made publicly available in Switzerland to any person other than an employee of the Company or (iii) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority ("FINMA").
TAIWAN
1. Securities Law Notice. The offer of participation in the 2011 Plan is available only for employees of the Company and its Subsidiaries. The offer of participation in the 2011 Plan is not a public offer of securities by a Taiwanese company.
THAILAND
No country specific provisions.
TURKEY
1. Securities Law Information. Under Turkish law, you are not permitted to sell any Shares acquired under the 2011 Plan within Turkey. The Shares are currently traded on the New York Stock Exchange, which is located outside of Turkey, under the ticker symbol “SYK” and the Shares may be sold through this exchange.
2. Financial Intermediary Obligation. You acknowledge that any activity related to investments in foreign securities (e.g., the sale of Shares) should be conducted through a bank or financial intermediary institution licensed by the Turkey Capital Markets Board
Page 16
Exhibit 10(i)
and should be reported to the Turkish Capital Markets Board. You solely are responsible for complying with this requirement and should consult with a personal legal advisor for further information regarding any obligations in this respect.
UNITED ARAB EMIRATES
1. Securities Law Information. The offer of the RSUs is available only for select Employees of the Company and its Subsidiaries and is in the nature of providing incentives in the United Arab Emirates. The 2011 Plan and the Terms and Conditions are intended for distribution only to such individuals and must not be delivered to, or relied on by any other person. Prospective purchasers of securities should conduct their own due diligence.
The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any documents in connection with this statement, including the 2011 Plan and the Terms and Conditions, or any other incidental communication materials distributed in connection with the RSUs. Further, neither the Ministry of Economy nor the Dubai Department of Economic Development has approved this statement nor taken steps to verify the information set out in it, and has no responsibility for it. Residents of the United Arab Emirates who have any questions regarding the contents of the 2011 Plan and the Terms and Conditions should obtain independent advice.
UNITED KINGDOM
1. Income Tax and Social Insurance Contribution Withholding. The following provision shall supplement Section 6 of the Terms and Conditions:
Without limitation to Section 6 of the Terms and Conditions, you agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company, the local company or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also agree to indemnify and keep indemnified the Company and/or the local company against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC on your behalf (or any other tax authority or any other relevant authority).
2. Exclusion of Claim. You acknowledge and agree that you will have no entitlement to compensation or damages in consequence of the termination of your service with the Company and the local company for any reason whatsoever and whether or not in breach of contract, insofar as any purported claim to such entitlement arises or may arise from your ceasing to have rights under or to be entitled to vest in the RSUs as a result of such termination of service (whether the termination is in breach of contract or otherwise), or from the loss or diminution in value of the RSUs. Upon the grant of the RSUs, you shall be deemed irrevocably to have waived any such entitlement.
Page 17
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 June 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: | July 27, 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 June 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: | July 27, 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 June 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: | July 27, 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 June 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: | July 27, 2022 | /s/ GLENN S. BOEHNLEIN | ||||||
| Glenn S. Boehnlein | ||||||||
| Vice President, Chief Financial Officer | ||||||||