See accompanying notes to Consolidated Financial Statements.
Dollar amounts are in millions except per share amounts or as otherwise specified.
3
STRYKER CORPORATION
2024 Third Quarter Form 10-Q
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months
2024
2023
Operating activities
Net earnings
$
2,447
$
2,022
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation
319
292
Amortization of intangible assets
467
486
Asset impairments
21
12
Share-based compensation
184
165
Sale of inventory stepped-up to fair value at acquisition
38
—
Deferred income tax (benefit) expense
(21)
(4)
Changes in operating assets and liabilities:
Accounts receivable
67
266
Inventories
(362)
(922)
Accounts payable
(203)
(118)
Accrued expenses and other liabilities
(224)
149
Income taxes
(236)
(65)
Other, net
(186)
(100)
Net cash provided by operating activities
$
2,311
$
2,183
Investing activities
Acquisitions, net of cash acquired
(1,598)
(390)
Purchases of short-term investments
(750)
—
Purchases of marketable securities
(41)
(41)
Proceeds from sales of marketable securities
40
49
Purchases of property, plant and equipment
(489)
(430)
Proceeds from settlement of net investment hedges
99
—
Other investing, net
42
2
Net cash used in investing activities
$
(2,697)
$
(810)
Financing activities
Proceeds (payments) on short-term borrowings, net
(32)
540
Proceeds from issuance of long-term debt
3,011
—
Payments on long-term debt
(601)
(852)
Payments of dividends
(914)
(854)
Cash paid for taxes from withheld shares
(146)
(121)
Other financing, net
(49)
(21)
Net cash provided by (used in) financing activities
$
1,269
$
(1,308)
Effect of exchange rate changes on cash and cash equivalents
(4)
(49)
Change in cash and cash equivalents
$
879
$
16
Cash and cash equivalents at beginning of period
2,971
1,844
Cash and cash equivalents at end of period
$
3,850
$
1,860
See accompanying notes to Consolidated Financial Statements.
Dollar amounts are in millions except per share amounts or as otherwise specified.
4
STRYKER CORPORATION
2024 Third Quarter Form 10-Q
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 1 - BASIS OF PRESENTATION
General Information
Management believes the accompanying unaudited Consolidated Financial Statements contain all adjustments, including normal recurring items, considered necessary to fairly present the financial position of Stryker Corporation and its consolidated subsidiaries ("Stryker," the "Company," "we," "us" or "our") on September 30, 2024 and the results of operations for the three and nine months 2024. 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 2023.
New Accounting Pronouncements Not Yet Adopted
In December 2023 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09 (Topic 740): Income Taxes: Improvements to Income Tax Disclosures which expands the existing rules on income tax disclosures. This update requires entities to disclose specific categories in the tax rate reconciliation, provide additional information for reconciling items that meet a quantitative threshold and disclose additional information about income taxes paid on an annual basis. The new disclosure requirements are effective for fiscal years beginning after December 15, 2024 and we will adopt this ASU in 2025.
In November 2023 the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which expands disclosure requirements to require entities to disclose significant segment expenses that are regularly provided to or easily computed from information regularly provided to the chief operating decision maker. This update also requires all annual disclosures currently required by Topic 280 to be disclosed in interim periods. The new disclosure requirements are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We will adopt this ASU in the fourth quarter 2024.
We evaluate all ASUs issued by the 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.
NOTE 2 - REVENUE RECOGNITION
Our policies for recognizing sales have not changed from those described in our Annual Report on Form 10-K for 2023.
We disaggregate our net sales by business 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.
Beginning in the first quarter 2024, a product line previously included in Instruments has been reclassified to Endoscopy to align with a change in our internal reporting structure. We have reflected this change in all historical periods presented.
Net Sales by Business
Three Months
Nine Months
2024
2023
2024
2023
MedSurg and Neurotechnology:
Instruments
$
679
$
620
$
2,044
$
1,808
Endoscopy
837
746
2,383
2,166
Medical
938
798
2,710
2,417
Neurovascular
329
311
966
906
Neuro Cranial
441
384
1,237
1,112
$
3,224
$
2,859
$
9,340
$
8,409
Orthopaedics and Spine:
Knees
$
570
$
515
$
1,760
$
1,643
Hips
420
362
1,241
1,130
Trauma and Extremities
849
752
2,511
2,287
Spine
304
291
911
871
Other
127
130
396
343
$
2,270
$
2,050
$
6,819
$
6,274
Total
$
5,494
$
4,909
$
16,159
$
14,683
Net Sales by Geography
Three Months 2024
Three Months 2023
United States
International
United States
International
MedSurg and Neurotechnology:
Instruments
$
544
$
135
$
495
$
125
Endoscopy
689
148
618
128
Medical
783
155
660
138
Neurovascular
121
208
120
191
Neuro Cranial
366
75
315
69
$
2,503
$
721
$
2,208
$
651
Orthopaedics and Spine:
Knees
$
417
$
153
$
385
$
130
Hips
256
164
231
131
Trauma and Extremities
621
228
550
202
Spine
225
79
217
74
Other
87
40
87
43
$
1,606
$
664
$
1,470
$
580
Total
$
4,109
$
1,385
$
3,678
$
1,231
Net Sales by Geography
Nine Months 2024
Nine Months 2023
United States
International
United States
International
MedSurg and Neurotechnology:
Instruments
$
1,640
$
404
$
1,440
$
368
Endoscopy
1,948
435
1,767
399
Medical
2,261
449
1,954
463
Neurovascular
369
597
361
545
Neuro Cranial
1,014
223
910
202
$
7,232
$
2,108
$
6,432
$
1,977
Orthopaedics and Spine:
Knees
$
1,279
$
481
$
1,207
$
436
Hips
768
473
716
414
Trauma and Extremities
1,842
669
1,663
624
Spine
675
236
650
221
Other
274
122
233
110
$
4,838
$
1,981
$
4,469
$
1,805
Total
$
12,070
$
4,089
$
10,901
$
3,782
We sell certain customer lease agreements and the related leased assets to third-party financial institutions to accelerate our cash collection cycle. The lease receivables are sold without recourse and are derecognized from our Consolidated Balance Sheets at the time of sale. Under the terms of our arrangements,
Dollar amounts are in millions except per share amounts or as otherwise specified.
5
STRYKER CORPORATION
2024 Third Quarter Form 10-Q
we collect lease payments on behalf of the financial institutions but maintain no other form of continuing involvement. Sales of these lease agreements are classified as operating activities in our Consolidated Statements of Cash Flows. Fees earned for our servicing activities are immaterial. Revenue related to customer lease agreements sold under these arrangements represented less than 3% of our total revenue for the three and nine months 2024 and 2023.
Contract Assets and Liabilities
On September 30, 2024 and December 31, 2023 contract assets recorded in our Consolidated Balance Sheets were not significant.
Our contract liabilities arise as a result of consideration received from customers at inception of contracts for certain businesses or where the timing of billing for services precedes satisfaction of our performance obligations. This occurs primarily when payment is received upfront for certain multi-period extended service contracts. Our contract liabilities of $1,008 and $860 on September 30, 2024 and December 31, 2023 are classified within accrued expenses and other liabilities and other noncurrent liabilities within our Consolidated Balance Sheets based on the timing of when we expect to complete our performance obligations.
Changes in contract liabilities during the nine months 2024 were as follows:
September 30
2024
Beginning contract liabilities
$
860
Revenue recognized from beginning of year contract liabilities
(382)
Net advance consideration received during the period
530
Ending contract liabilities
$
1,008
NOTE 3 - ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (AOCI)
Three Months 2024
Marketable Securities
Pension Plans
Hedges
Financial Statement Translation
Total
Beginning
$
—
$
(27)
$
38
$
(366)
$
(355)
OCI
—
(1)
(28)
(221)
(250)
Income taxes
—
(1)
7
66
72
Reclassifications to:
Cost of sales
—
—
(8)
—
(8)
Other (income) expense, net
—
—
—
(8)
(8)
Income taxes
—
—
2
2
4
Net OCI
$
—
$
(2)
$
(27)
$
(161)
$
(190)
Ending
$
—
$
(29)
$
11
$
(527)
$
(545)
Three Months 2023
Marketable Securities
Pension Plans
Hedges
Financial Statement Translation
Total
Beginning
$
(1)
$
28
$
54
$
(411)
$
(330)
OCI
1
(1)
11
133
144
Income taxes
—
1
(2)
(47)
(48)
Reclassifications to:
Cost of sales
—
—
(7)
—
(7)
Other (income) expense, net
(1)
(1)
(2)
(8)
(12)
Income taxes
—
—
2
2
4
Net OCI
$
—
$
(1)
$
2
$
80
$
81
Ending
$
(1)
$
27
$
56
$
(331)
$
(249)
Nine Months 2024
Marketable Securities
Pension Plans
Hedges
Financial Statement Translation
Total
Beginning
$
—
$
(28)
$
39
$
(427)
$
(416)
OCI
—
(1)
(4)
(91)
(96)
Income taxes
—
—
—
9
9
Reclassifications to:
Cost of sales
—
—
(28)
—
(28)
Other (income) expense, net
—
—
(3)
(24)
(27)
Income taxes
—
—
7
6
13
Net OCI
$
—
$
(1)
$
(28)
$
(100)
$
(129)
Ending
$
—
$
(29)
$
11
$
(527)
$
(545)
Nine Months 2023
Marketable Securities
Pension Plans
Hedges
Financial Statement Translation
Total
Beginning
$
(1)
$
31
$
52
$
(303)
$
(221)
OCI
—
2
38
10
50
Income taxes
—
(4)
(8)
(19)
(31)
Reclassifications to:
Cost of sales
—
—
(29)
—
(29)
Other (income) expense, net
—
(3)
(4)
(25)
(32)
Income taxes
—
1
7
6
14
Net OCI
$
—
$
(4)
$
4
$
(28)
$
(28)
Ending
$
(1)
$
27
$
56
$
(331)
$
(249)
NOTE 4 - DERIVATIVE INSTRUMENTS
We use operational and economic hedges, foreign currency exchange forward contracts, net investment hedges (both derivative and non-derivative financial instruments) and interest rate derivative instruments to manage the impact of currency exchange and interest rate fluctuations on earnings, cash flow and equity. We do not enter into derivative instruments for speculative purposes. We are exposed to potential credit loss in the event of nonperformance by counterparties on our outstanding derivative instruments but do not anticipate nonperformance by any of our counterparties. Should a counterparty default, our maximum loss exposure is the asset balance of the instrument. We have not changed our hedging strategies, accounting practices or objectives from those disclosed in our Annual Report on Form 10-K for 2023.
Foreign Currency Hedges
September 2024
Cash Flow
Net Investment
Non-Designated
Total
Gross notional amount
$
1,730
$
2,516
$
5,649
$
9,895
Maximum term in years
10.0
Fair value:
Other current assets
$
14
$
—
$
10
$
24
Other noncurrent assets
1
—
—
1
Other current liabilities
(28)
—
(82)
(110)
Other noncurrent liabilities
(3)
(78)
—
(81)
Total fair value
$
(16)
$
(78)
$
(72)
$
(166)
December 2023
Cash Flow
Net Investment
Non-Designated
Total
Gross notional amount
$
1,650
$
1,662
$
4,315
$
7,627
Maximum term in years
2.9
Fair value:
Other current assets
$
24
$
74
$
16
$
114
Other noncurrent assets
2
—
—
2
Other current liabilities
(16)
—
(36)
(52)
Other noncurrent liabilities
(2)
(43)
—
(45)
Total fair value
$
8
$
31
$
(20)
$
19
Dollar amounts are in millions except per share amounts or as otherwise specified.
6
STRYKER CORPORATION
2024 Third Quarter Form 10-Q
We had €2.3 billion and €1.5 billion at September 30, 2024 and December 31, 2023 in certain forward currency contracts designated as net investment hedges, for which the maximum term is 10 years, 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 €5.0 billion and €4.9 billion at September 30, 2024 and December 31, 2023 of senior unsecured notes designated as net investment hedges to selectively hedge portions of our investment in certain international subsidiaries. The currency effects of our Euro-denominated senior unsecured notes are reflected in AOCI within shareholders' equity where they offset gains and losses recorded on our net investment in international subsidiaries.
In the nine months 2024 we settled certain foreign currency forward contracts designated as net investment hedges resulting in cash proceeds of $99. The amounts in AOCI related to settled net investment hedges will remain in AOCI until the hedged investment is either sold or substantially liquidated.
The total after-tax gain (loss) recognized in OCI related to designated net investment hedges was ($67) in the nine months 2024.
Currency Exchange Rate Gains (Losses) Recognized in Net Earnings
Three Months
Nine Months
Derivative Instrument
Recognized in:
2024
2023
2024
2023
Cash Flow
Cost of sales
$
8
$
7
$
28
$
29
Net Investment
Other income (expense), net
8
8
24
25
Non-Designated
Other income (expense), net
20
4
33
13
Total
$
36
$
19
$
85
$
67
Pretax gains (losses) on derivatives designated as cash flow hedges of ($4) and net investment hedges of $40 recorded in AOCI are expected to be reclassified to cost of sales and other income (expense), net in earnings within 12 months of September 30, 2024. 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 (losses) of $4 recorded in AOCI related to interest rate hedges closed in conjunction with debt issuances are expected to be reclassified to other income (expense), net in earnings within 12 months of September 30, 2024. The cash flow effect of interest rate hedges is recorded in cash flow from operations.
NOTE 5 - FAIR VALUE MEASUREMENTS
Our policies for managing risk related to foreign currency, interest rates, credit and markets and our process for determining fair value have not changed from those described in our Annual Report on Form 10-K for 2023.
In the nine months 2024 we recorded $204 of contingent consideration related to various acquisitions described in Note 7.
In 2023 we recorded $192 of contingent consideration related to the acquisition of Cerus Endovascular Limited (Cerus) described in Note 7.
There were no significant transfers into or out of any level of the fair value hierarchy in 2024.
Assets Measured at Fair Value
September 30
December 31
2024
2023
Cash and cash equivalents
$
3,850
$
2,971
Short-term investments
750
—
Trading marketable securities
255
209
Level 1 - Assets
$
4,855
$
3,180
Available-for-sale marketable securities:
Corporate and asset-backed debt securities
$
50
$
43
United States agency debt securities
1
4
United States treasury debt securities
28
31
Certificates of deposit
5
4
Total available-for-sale marketable securities
$
84
$
82
Foreign currency exchange forward contracts
25
116
Level 2 - Assets
$
109
$
198
Total assets measured at fair value
$
4,964
$
3,378
Liabilities Measured at Fair Value
September 30
December 31
2024
2023
Deferred compensation arrangements
$
255
$
209
Level 1 - Liabilities
$
255
$
209
Foreign currency exchange forward contracts
$
191
$
97
Level 2 - Liabilities
$
191
$
97
Contingent consideration:
Beginning
$
289
$
121
Additions
204
192
Change in estimate and foreign exchange
(11)
(2)
Settlements
(53)
(22)
Ending
$
429
$
289
Level 3 - Liabilities
$
429
$
289
Total liabilities measured at fair value
$
875
$
595
Fair Value of Available for Sale Securities by Maturity
September 30
December 31
2024
2023
Due in one year or less
$
41
$
46
Due after one year through three years
$
43
$
36
On September 30, 2024 and December 31, 2023 the aggregate difference between the cost and fair value of available-for-sale marketable securities was nominal. Interest income on cash and cash equivalents, short-term investments and marketable securities income was $30 and $15 in the three months and $92 and $40 in the nine months 2024 and 2023, which was recorded in other income (expense), net.
Our investments in available-for-sale marketable securities had a minimum credit quality rating of A2 (Moody's), A (Standard & Poor's) and A (Fitch). We do not plan to sell the investments, and it is not more likely than not that we will be required to sell the investments before recovery of their amortized cost basis, which may be maturity.
NOTE 6 - CONTINGENCIES AND COMMITMENTS
We are involved in various ongoing proceedings, legal actions and claims arising in the normal course of business, including proceedings related to product, labor, intellectual property and other matters, the most significant of which are more fully described below. The outcomes of these matters will generally not be known for prolonged periods of time. In certain of the legal proceedings the claimants seek damages as well as other compensatory and equitable relief that could result in the payment of significant claims and settlements and/or the imposition of injunctions or other equitable relief. For legal matters for which management had sufficient information to reasonably estimate our future obligations, a liability representing management's best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within the range is not known, is recorded. The estimates are based on consultation with legal counsel, previous settlement experience and settlement strategies. If actual outcomes are less
Dollar amounts are in millions except per share amounts or as otherwise specified.
7
STRYKER CORPORATION
2024 Third Quarter Form 10-Q
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.
We are currently investigating whether certain business activities in certain foreign countries violated provisions of the Foreign Corrupt Practices Act (FCPA) and have engaged outside counsel to conduct these investigations. We have been contacted by the United States Securities and Exchange Commission, United States Department of Justice and certain other regulatory authorities and are cooperating with these agencies. At this time we are unable to predict the outcome of the investigations or the potential impact, if any, on our financial statements.
We have conducted voluntary recalls of certain products, including our Rejuvenate and ABG II Modular-Neck hip stems and certain lot-specific sizes and offsets of LFIT Anatomic CoCr V40 Femoral Heads. Additionally, we are responsible for certain product liability claims, primarily related to certain hip products sold by Wright Medical Group N.V. (Wright) prior to its 2014 divestiture of the OrthoRecon business.
We have incurred, and expect to incur in the future, costs associated with the defense and settlement of claims and lawsuits. Based on the information that has been received related to the matters discussed above, our accrual for these matters was $185 at September 30, 2024, representing our best estimate of probable loss. The final outcomes of these matters are dependent on many factors that are difficult to predict. Accordingly the ultimate cost related to these matters may be materially different than the amount of our current estimate and accruals and could have a material adverse effect on our results of operations and cash flows.
Leases
September 30
December 31
2024
2023
Right-of-use assets
$
516
$
494
Lease liabilities, current
$
149
$
143
Lease liabilities, non-current
$
374
$
356
Other information:
Weighted-average remaining lease term (years)
5.1
5.5
Weighted-average discount rate
3.88
%
3.87
%
Three Months
Nine Months
2024
2023
2024
2023
Operating lease cost
$
47
$
48
$
144
$
127
NOTE 7 - ACQUISITIONS
We acquire stock in companies and various assets that continue to support our capital deployment and product development strategies. In the nine months 2024 and 2023 cash paid for acquisitions, net of cash acquired was $1,598 and $390.
In the nine months 2024 we completed various acquisitions for total consideration that includes $1,598 in upfront payments, net of cash acquired, and $395 contingent upon the achievement of certain commercial or clinical milestones. The combined acquisition-date fair values of the contingent milestone payments totaled $204. Goodwill of $615and $528 was recorded within our Orthopaedics and Spine and our MedSurg and Neurotechnology segments respectively. The acquired companies expand the product portfolios of our Instruments, Endoscopy, Medical and Neuro Cranial businesses within MedSurg and Neurotechnology and our Trauma and Extremities, Joint Replacement and Spine businesses within Orthopaedics and Spine. The purchase price allocation for our acquisitions are based on preliminary valuations, primarily related to developed technology and customer relationships. Goodwill attributable to the acquisitions reflects the strategic benefits of expanding our market presence, diversifying our product portfolio and advancing innovations. This goodwill is not deductible for tax purposes.
In May 2023 we acquired Cerus for net cash consideration of $289 and up to $225 in future milestone payments that had a fair value of $192 at the acquisition date. Cerus designs, develops and manufactures neurovascular products used for the treatment of hemorrhagic stroke. Cerus is part of our Neurovascular business within MedSurg and Neurotechnology. Goodwill attributable to the acquisition is not deductible for tax purposes.
The purchase price allocations for the acquisitions completed in the nine months 2024 and Cerus are:
Purchase Price Allocation of Acquired Net Assets
2024
2023
Total
Cerus
Tangible assets acquired:
Accounts receivable
$
36
$
1
Inventory
104
2
Deferred income tax assets
31
4
Other assets
27
1
Debt
(31)
—
Deferred income tax liabilities
(200)
(60)
Other liabilities
(94)
(22)
Intangible assets:
Developed technology
576
240
Customer relationships
202
—
Patents
6
—
Trademarks
2
—
Goodwill
1,143
315
Purchase price, net of cash acquired of $53 and $7
$
1,802
$
481
Weighted average amortization period at acquisition (years):
Developed technologies
12
13
Customer relationships
14
—
Patents
12
—
Trademarks
5
—
The purchase price allocation for Cerus was finalized in the second quarter 2024 with no material adjustments.
Consolidated Estimated Amortization Expense
Remainder of 2024
2025
2026
2027
2028
$
169
$
648
$
592
$
570
$
520
Dollar amounts are in millions except per share amounts or as otherwise specified.
8
STRYKER CORPORATION
2024 Third Quarter Form 10-Q
NOTE 8 - DEBT AND CREDIT FACILITIES
We have lines of credit issued by various financial institutions that are available to fund our day-to-day operating needs. Certain of our credit facilities require us to comply with financial and other covenants. We were in compliance with all covenants on September 30, 2024.
On September 30, 2024 there were no borrowings outstanding under our revolving credit facility or our commercial paper program which allows for maturities up to 397 days from the date of issuance. The maximum amount of our commercial paper that can be outstanding at any time is $2,250.
In May 2024 we repaid the outstanding $600 principal amount of the 3.375% senior unsecured notes due May 15, 2024. In September 2024 we issued $750 of 4.250% senior unsecured notes due September 11, 2029, €800 of 3.375% senior unsecured notes due September 11, 2032, $750 of 4.625% senior unsecured notes due September 11, 2034 and €600 of 3.625% senior unsecured notes due September 11, 2036.
Summary of Total Debt
September 30
December 31
2024
2023
Rate
Due
Senior unsecured notes:
3.375%
May 15, 2024
$
—
$
600
Floating
November 16, 2024
559
554
0.250%
December 3, 2024
951
940
1.150%
June 15, 2025
649
648
3.375%
November 1, 2025
749
749
3.500%
March 15, 2026
997
997
2.125%
November 30, 2027
837
828
3.650%
March 7, 2028
598
598
4.850%
December 8, 2028
596
596
3.375%
December 11, 2028
668
661
0.750%
March 1, 2029
892
883
4.250%
September 11, 2029
743
—
1.950%
June 15, 2030
991
991
2.625%
November 30, 2030
721
713
1.000%
December 3, 2031
832
823
3.375%
September 11, 2032
887
—
4.625%
September 11, 2034
740
—
3.625%
September 11, 2036
660
—
4.100%
April 1, 2043
393
393
4.375%
May 15, 2044
396
396
4.625%
March 15, 2046
983
983
2.900%
June 15, 2050
642
642
Total debt
$
15,484
$
12,995
Less current maturities
2,159
2,094
Total long-term debt
$
13,325
$
10,901
September 30
December 31
2024
2023
Unamortized debt issuance costs
$
66
$
50
Borrowing capacity on existing facilities
$
2,159
$
2,160
Fair value of senior unsecured notes
$
14,950
$
12,252
The fair value of the senior unsecured notes was estimated using quoted interest rates, maturities and amounts of borrowings based on quoted active market prices and yields that took into account the underlying terms of the debt instruments. Substantially all of our debt is classified within Level 2 of the fair value hierarchy.
NOTE 9 - INCOME TAXES
Our effective tax rates were 20.0% and 17.4% in the three and nine months 2024 and 20.4% and 17.4% in the three and nine months 2023. The effective tax rates for the three and nine months 2024 and 2023 reflect the continued lower effective income tax rates as a result of our European operations and certain discrete tax items.
NOTE 10 - SEGMENT INFORMATION
Three Months
Nine Months
2024
2023
2024
2023
MedSurg and Neurotechnology
$
3,224
$
2,859
$
9,340
$
8,409
Orthopaedics and Spine
2,270
2,050
6,819
6,274
Net sales
$
5,494
$
4,909
$
16,159
$
14,683
MedSurg and Neurotechnology
$
924
$
859
$
2,589
$
2,266
Orthopaedics and Spine
643
499
1,924
1,701
Segment operating income
$
1,567
$
1,358
$
4,513
$
3,967
Items not allocated to segments:
Corporate and other
$
(210)
$
(209)
$
(676)
$
(596)
Acquisition and integration-related costs
(77)
1
(87)
(7)
Amortization of intangible assets
(159)
(164)
(467)
(486)
Structural optimization and other special charges
(24)
(28)
(113)
(142)
Medical device regulations
(13)
(19)
(41)
(74)
Recall-related matters
—
(9)
(22)
(12)
Regulatory and legal matters
1
1
1
(19)
Consolidated operating income
$
1,085
$
931
$
3,108
$
2,631
There were no significant changes to total assets by segment from the information provided in our Annual Report on Form 10-K for 2023.
Dollar amounts are in millions except per share amounts or as otherwise specified.
9
STRYKER CORPORATION
2024 Third Quarter Form 10-Q
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ABOUT STRYKER
Stryker is a global leader in medical technologies and, together with our customers, we are driven to make healthcare better. We offer innovative products and services in MedSurg, Neurotechnology, Orthopaedics and Spine that help improve patient and healthcare outcomes. Alongside our customers around the world, we impact more than 150 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). 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.
Overview of the Three and Nine Months
In the three months 2024 we achieved sales growth of 11.9% from 2023. Excluding the impact of acquisitions and divestitures, sales grew 11.5% in constant currency. We reported operating income margin of 19.7%, net earnings of $834 and net earnings per diluted share of $2.16. Excluding the impact of certain items,
adjusted operating income margin(1) increased by 130 basis points to 24.7%, with adjusted net earnings(1) of $1,107 and adjusted net earnings per diluted share(1) of $2.87, an increase of 16.7% from 2023.
In the nine months 2024we achieved sales growth of 10.1% from 2023. Excluding the impact of acquisitions and divestitures, sales grew 10.2% in constant currency. We reported operating income margin of 19.2%, net earnings of $2,447 and net earnings per diluted share of $6.35. Excluding the impact of certain items, adjusted operating income margin(1) increased by 70 basis points to 23.7%, with adjusted net earnings(1) of $3,154 and adjusted net earnings per diluted share(1) of $8.18, an increase of 14.6% from 2023.
Recent Developments
In the nine months 2024 we completed various acquisitions for total consideration of $1,598 in upfront payments, net of cash acquired, as well as $395 of contingent consideration if certain commercial or clinical milestones are achieved. Refer to Note 7 to our Consolidated Financial Statements for further information.
In September 2024 we issued $750 of 4.250% senior unsecured notes due September 11, 2029, €800 of 3.375% senior unsecured notes due September 11, 2032, $750 of 4.625% senior unsecured notes due September 11, 2034 and €600 of 3.625% senior unsecured notes due September 11, 2036. Refer to Note 8 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.
CONSOLIDATED RESULTS OF OPERATIONS
Three Months
Nine Months
Percent Net Sales
Percentage
Percent Net Sales
Percentage
2024
2023
2024
2023
Change
2024
2023
2024
2023
Change
Net sales
$
5,494
$
4,909
100.0
%
100.0
%
11.9
%
$
16,159
$
14,683
100.0
%
100.0
%
10.1
%
Gross profit
3,517
3,158
64.0
64.3
11.4
10,266
9,355
63.5
63.7
9.7
Research, development and engineering expenses
377
353
6.9
7.2
6.8
1,108
1,038
6.9
7.1
6.7
Selling, general and administrative expenses
1,896
1,710
34.5
34.8
10.9
5,583
5,200
34.6
35.4
7.4
Amortization of intangible assets
159
164
2.9
3.3
(3.0)
467
486
2.9
3.3
(3.9)
Other income (expense), net
(42)
(62)
(0.8)
(1.3)
(32.3)
(144)
(184)
(0.9)
(1.3)
(21.7)
Income taxes
209
177
nm
nm
18.1
517
425
nm
nm
21.6
Net earnings
$
834
$
692
15.2
%
14.1
%
20.5
%
$
2,447
$
2,022
15.1
%
13.8
%
21.0
%
Net earnings per diluted share
$
2.16
$
1.80
20.0
%
$
6.35
$
5.27
20.5
%
Adjusted net earnings per diluted share(1)
$
2.87
$
2.46
16.7
%
$
8.18
$
7.14
14.6
%
nm - not meaningful
Geographic and Segment Net Sales
Three Months
Nine Months
Percentage Change
Percentage Change
2024
2023
As Reported
Constant Currency
2024
2023
As Reported
Constant Currency
Geographic:
United States
$
4,109
$
3,678
11.7
%
11.7
%
$
12,070
$
10,901
10.7
%
10.7
%
International
1,385
1,231
12.5
13.0
4,089
3,782
8.1
10.1
Total
$
5,494
$
4,909
11.9
%
12.0
%
$
16,159
$
14,683
10.1
%
10.6
%
Segment:
MedSurg and Neurotechnology
$
3,224
$
2,859
12.8
%
12.9
%
$
9,340
$
8,409
11.1
%
11.5
%
Orthopaedics and Spine
2,270
2,050
10.7
10.8
6,819
6,274
8.7
9.2
Total
$
5,494
$
4,909
11.9
%
12.0
%
$
16,159
$
14,683
10.1
%
10.6
%
Dollar amounts are in millions except per share amounts or as otherwise specified.
10
STRYKER CORPORATION
2024 Third Quarter Form 10-Q
Supplemental Net Sales Growth Information
Three Months
Nine Months
Percentage Change
Percentage Change
United States
International
United States
International
2024
2023
As Reported
Constant Currency
As Reported
As Reported
Constant Currency
2024
2023
As Reported
Constant Currency
As Reported
As Reported
Constant Currency
MedSurg and Neurotechnology:
Instruments
$
679
$
620
9.6
%
9.5
%
9.9
%
8.3
%
7.8
%
$
2,044
$
1,808
13.1
%
13.3
%
13.9
%
9.7
%
10.9
%
Endoscopy
837
746
12.2
12.5
11.3
16.6
18.1
2,383
2,166
10.0
10.5
10.2
9.1
11.6
Medical
938
798
17.6
17.7
18.6
12.7
13.2
2,710
2,417
12.1
12.3
15.7
(2.9)
(1.8)
Neurovascular
329
311
5.5
5.9
1.5
8.1
8.6
966
906
6.6
8.3
2.2
9.4
12.4
Neuro Cranial
441
384
15.0
15.0
16.2
9.4
9.6
1,237
1,112
11.3
11.7
11.4
10.7
12.9
$
3,224
$
2,859
12.8
%
12.9
%
13.3
%
10.9
%
11.4
%
$
9,340
$
8,409
11.1
%
11.5
%
12.4
%
6.7
%
8.7
%
Orthopaedics and Spine:
Knees
$
570
$
515
10.6
%
10.7
%
8.4
%
17.1
%
17.4
%
$
1,760
$
1,643
7.1
%
7.7
%
6.0
%
10.2
%
12.2
%
Hips
420
362
15.9
16.2
10.9
24.8
25.3
1,241
1,130
9.9
10.9
7.3
14.4
17.3
Trauma and Extremities
849
752
12.8
12.6
12.9
12.6
12.0
2,511
2,287
9.8
10.0
10.8
7.1
7.8
Spine
304
291
4.6
4.4
3.5
7.5
6.8
911
871
4.6
4.8
3.9
6.5
7.3
Other
127
130
(2.4)
0.1
(0.6)
(6.1)
1.3
396
343
15.4
17.8
17.4
11.2
18.6
$
2,270
$
2,050
10.7
%
10.8
%
9.2
%
14.4
%
14.8
%
$
6,819
$
6,274
8.7
%
9.2
%
8.3
%
9.7
%
11.6
%
Total
$
5,494
$
4,909
11.9
%
12.0
%
11.7
%
12.5
%
13.0
%
$
16,159
$
14,683
10.1
%
10.6
%
10.7
%
8.1
%
10.1
%
Note:Beginning in the first quarter 2024, a product line previously included in Instruments has been reclassified to Endoscopy to align with a change in our internal reporting structure. We have reflected this change in all historical periods presented.
Consolidated Net Sales
Consolidated net sales increased 11.9% in the three months 2024 as reported and 12.0% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.1%. Excluding the 0.5% impact of acquisitions and divestitures, net sales in constant currency increased by 10.3% from increased unit volume and 1.2% due to higher prices. The unit volume increase was due to higher product shipments across all MedSurg and Neurotechnology businesses and most Orthopaedics and Spine businesses.
Consolidated net sales increased 10.1% in the nine months 2024 as reported and 10.6% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.5%. Excluding the 0.4% impact of acquisitions and divestitures, net sales in constant currency increased by 9.2% from increased unit volume and 1.0% due to higher prices. The unit volume increase was due to higher product shipments across all MedSurg and Neurotechnology and Orthopaedics and Spine businesses.
MedSurg and Neurotechnology Net Sales
MedSurg and Neurotechnology net sales increased 12.8% in the three months 2024 as reported and 12.9% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.1%. Excluding the 0.2% impact of acquisitions and divestitures, net sales in constant currency increased by 11.0% from increased unit volume and 1.7% from higher prices. The unit volume increase was due to higher shipments across all MedSurg and Neurotechnology businesses.
MedSurg and Neurotechnology net sales increased 11.1% in the nine months 2024 as reported and 11.5% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.4%. Excluding the 0.2% impact of acquisitions and divestitures, net sales in constant currency increased by 9.6% from increased unit volume and 1.7% from higher prices. The unit
volume increase was due to higher shipments across all MedSurg and Neurotechnology businesses.
Orthopaedics and Spine Net Sales
Orthopaedics and Spine net sales increased 10.7% in the three months 2024 as reported and 10.8% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.1%. Excluding the 1.1% impact of acquisitions and divestitures, net sales in constant currency increased 9.3% from increased unit volume and 0.4% from higher prices. The unit volume increase was due to higher shipments across most Orthopaedics and Spine businesses.
Orthopaedics and Spine net sales increased 8.7% in the nine months 2024 as reported and 9.2% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.5%. Excluding the 0.6% impact of acquisitions and divestitures, net sales in constant currency increased 8.6% from increased unit volume. The unit volume increase was due to higher shipments across all Orthopaedics and Spine businesses.
Gross Profit
Gross profit was $3,517 and $3,158 in the three months 2024 and 2023. The key components of the change were:
Gross Profit Percent Net Sales
Three Months 2023
64.3
%
Sales pricing
40 bps
Volume and mix
60 bps
Manufacturing and supply chain costs
(90) bps
Structural optimization and other special charges
20 bps
Inventory stepped up to fair value
(60) bps
Three Months 2024
64.0
%
Gross profit as a percentage of net sales in the three months 2024 remained relatively flat with 2023.
Gross profit was $10,266 and $9,355 in the nine months 2024 and 2023. The key components of the change were:
Dollar amounts are in millions except per share amounts or as otherwise specified.
11
STRYKER CORPORATION
2024 Third Quarter Form 10-Q
Gross Profit Percent Net Sales
Nine Months 2023
63.7
%
Sales pricing
40 bps
Volume and mix
60 bps
Manufacturing and supply chain costs
(70) bps
Structural optimization and other special charges
(20) bps
Inventory stepped up to fair value
(30) bps
Nine Months 2024
63.5
%
Gross profit as a percentage of net sales in the nine months 2024 remained relatively flat with 2023.
While segment mix was not a significant driver of the change in gross profit as a percent of net sales between the three andnine months 2024 and 2023, we generally expect segment mix to have an unfavorable impact for the foreseeable future as we anticipate more rapid sales growth in our lower gross margin MedSurg and Neurotechnology segment than our Orthopaedics and Spine segment.
Research, Development and Engineering Expenses
Research, development and engineering expenses increased $24 or 6.8% in the three months 2024 and decreased as a percentage of net sales to 6.9% from 7.2% in 2023, primarily due to lower product launch costs.
Research, development and engineering expenses increased $70 or 6.7% in the nine months 2024 and decreased as a percentage of net sales to 6.9% from 7.1% in 2023, primarily due to lower spend on medical device regulations in the European Union.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $186 or 10.9% in the three months 2024. As a percentage of net sales, expenses decreased to 34.5% from 34.8% in 2023, primarily due to continued spend discipline that was partially offset by higher acquisition-related costs.
Selling, general and administrative expenses increased $383 or 7.4% in the nine months 2024 and decreased as a percentage of net sales to 34.6% from 35.4% in 2023, primarily due to continued spend discipline and lower charges for structural optimization and certain legal matters, offset by higher acquisition-related costs.
Amortization of Intangible Assets
Amortization of intangible assets was $159 and $164 in the three months and $467 and $486 in the nine months 2024 and 2023. Refer to Note 7 to our Consolidated Financial Statements for further information.
Operating Income
Operating income was $1,085 and $931 in the three months 2024 and 2023. Operating income as a percentage of net sales in the three months 2024 increased to 19.7% from 19.0% in 2023. Refer to the discussion above for the primary drivers of the change.
Operating income was $3,108 and $2,631 in the nine months 2024 and 2023. Operating income as a percentage of net sales in the nine months 2024 increased to 19.2% from 17.9% in 2023. Refer to the discussion above for the primary drivers of the change.
MedSurg and Neurotechnology operating income as a percentage of net sales decreased to 28.7% in the three months 2024 from 30.0% in 2023. Orthopaedics and Spine operating income as a percentage of net sales increased to 28.3% in the three months 2024 from 24.3% in 2023. The key components of
the change were:
Operating Income Percent Net Sales
MedSurg and Neurotechnology
Orthopaedics and Spine
Three Months 2023
30.0
%
24.3
%
Sales pricing
120 bps
30 bps
Volume
340 bps
530 bps
Manufacturing and supply chain costs
(310) bps
180 bps
Research, development and engineering expenses
(80) bps
(30) bps
Selling, general and administrative expenses
(200) bps
(310) bps
Three Months 2024
28.7
%
28.3
%
The decrease in MedSurg and Neurotechnology operating income as a percentage of net sales for the three months was primarily driven by higher manufacturing and supply chain costs and higher selling, general and administrative expenses partially offset by higher unit volumes and higher prices.
The increase in Orthopaedics and Spine operating income as a percentage of net sales for the three months was primarily driven by higher unit volumes and lower manufacturing and supply chain costs partially offset by higher selling, general and administrative expenses.
MedSurg and Neurotechnology operating income as a percentage of net sales increased to 27.7% in the nine months 2024 from 26.9% in 2023. Orthopaedics and Spine operating income as a percentage of net sales increased to 28.2% in the nine months 2024 from 27.1% in 2023. The key components of the change were:
Operating Income Percent Net Sales
MedSurg and Neurotechnology
Orthopaedics and Spine
Nine Months 2023
26.9
%
27.1
%
Sales pricing
130 bps
0 bps
Volume
320 bps
450 bps
Manufacturing and supply chain costs
(80) bps
(40) bps
Research, development and engineering expenses
(90) bps
(60) bps
Selling, general and administrative expenses
(200) bps
(240) bps
Nine Months 2024
27.7
%
28.2
%
The increase in MedSurg and Neurotechnology operating income as a percentage of net sales for the nine months was primarily driven by higher unit volumes and higher prices partially offset by higher selling, general and administrative expenses.
The increase in Orthopaedics and Spine operating income as a percentage of net sales for the nine months was primarily driven by higher sales volume partially offset by higher selling, general and administrative expenses.
Dollar amounts are in millions except per share amounts or as otherwise specified.
12
STRYKER CORPORATION
2024 Third Quarter Form 10-Q
Other Income (Expense), Net
Other income (expense), net was ($42) and ($62) in the three months and ($144) and ($184) in the nine months 2024 and 2023. The decrease in net expense in the three and nine months 2024 compared to 2023 was primarily due to higher interest income in 2024.
Income Taxes
Our effective tax rates were 20.0% and 17.4% in the three and nine months 2024 and 20.4% and 17.4% in the three and nine months 2023. The effective tax rates for the three and nine months 2024 and 2023 reflect the continued lower effective income tax rates as a result of our European operations and certain discrete tax items. The Organisation for Economic Cooperation and Development (OECD), which represents a coalition of member countries, has put forth two proposed base erosion and profit shifting frameworks that revise the existing profit allocation and nexus rules (Pillar One) and ensure a minimal level of taxation (Pillar Two). On December 12, 2022 the European Union member states agreed to implement the Inclusive Framework’s global corporate minimum tax rate of 15%, and various countries within and outside the European Union have either enacted or proposed new tax laws implementing Pillar Two in 2024. The OECD continues to release additional guidance and we anticipate more countries will enact similar tax laws. Some of the new tax laws are effective in 2024 while others will be effective in future years. These tax law changes and any additional contemplated tax law changes could increase tax expense in future periods.
Net Earnings
Net earnings increased to $834 or $2.16 per diluted share in the three months 2024 from $692 or $1.80 per diluted share in 2023. Net earnings increased to $2,447 or $6.35 per diluted share in the nine months 2024 from $2,022 or $5.27 per diluted share in 2023. Refer to the discussion above for the primary drivers of the change.
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 income taxes; adjusted effective income tax rate; adjusted net earnings; and adjusted net earnings per diluted share (Diluted EPS). 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. The income tax effect of each adjustment was determined based on the tax effect of the jurisdiction in which the related pre-tax adjustment was recorded. 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, employee retention and workforce reductions, manufacturing integration costs and other integration-related activities), changes in the fair value of contingent consideration, amortization of inventory stepped-up to fair value, specific costs (e.g., deal costs and costs associated with legal entity rationalization) related to the consummation of the acquisition process and legal entity rationalization and acquisition-related tax items.
2.Amortization of purchased intangible assets. Periodic amortization expense related to purchased intangible assets.
3.Structural optimization and other special charges. Costs associated with employee retention and workforce reductions, the closure or transfer of manufacturing and other facilities (e.g., site closure costs, contract termination costs and redundant employee costs during the work transfers), product line exits (primarily inventory, long-lived
Dollar amounts are in millions except per share amounts or as otherwise specified.
13
STRYKER CORPORATION
2024 Third Quarter Form 10-Q
asset and specifically-identified intangible asset write-offs), certain long-lived and intangible asset write-offs and impairments and other charges.
4.Medical device regulations. Costs specific to updating our quality system, product labeling, asset write-offs and product remanufacturing to comply with the new medical device reporting regulations and other requirements of the European Union.
5.Recall-related matters. Changes in our best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within a range is not known, to resolve the Rejuvenate, LFIT V40, Wright legacy hip products and other product recalls.
6.Regulatory and legal matters. Changes in our best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within a range is not known, to resolve certain regulatory or other legal matters and the amount of favorable awards from settlements.
7.Tax matters. 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, income taxes, 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 adjusted 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.
Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measures
Three Months 2024
Gross Profit
Selling, General & Administrative Expenses
Research, Development & Engineering Expenses
Operating Income
Other Income (Expense), Net
Income Taxes
Net Earnings
Effective Tax Rate
Diluted EPS
Reported
$
3,517
$
1,896
$
377
$
1,085
$
(42)
$
209
$
834
20.0
%
$
2.16
Reported percent net sales
64.0
%
34.5
%
6.9
%
19.7
%
(0.8)
%
nm
15.2
%
Acquisition and integration-related costs:
Inventory stepped-up to fair value
29
—
—
29
—
7
22
0.2
0.06
Other acquisition and integration-related (a)
—
(48)
—
48
—
11
37
0.3
0.10
Amortization of purchased intangible assets
—
—
—
159
—
32
127
0.7
0.32
Structural optimization and other special charges (b)
(2)
(26)
—
24
—
4
20
—
0.05
Medical device regulations (c)
—
—
(13)
13
—
2
11
0.1
0.03
Recall-related matters (d)
—
—
—
—
—
—
—
—
—
Regulatory and legal matters (e)
—
1
—
(1)
—
—
(1)
—
—
Tax matters (f)
—
—
—
—
—
(57)
57
(5.5)
0.15
Adjusted
$
3,544
$
1,823
$
364
$
1,357
$
(42)
$
208
$
1,107
15.8
%
$
2.87
Adjusted percent net sales
64.5
%
33.2
%
6.6
%
24.7
%
(0.8)
%
nm
20.1
%
Dollar amounts are in millions except per share amounts or as otherwise specified.
14
STRYKER CORPORATION
2024 Third Quarter Form 10-Q
Three Months 2023
Gross Profit
Selling, General & Administrative Expenses
Research, Development & Engineering Expenses
Operating Income
Other Income (Expense), Net
Income Taxes
Net Earnings
Effective Tax Rate
Diluted EPS
Reported
$
3,158
$
1,710
$
353
$
931
$
(62)
$
177
$
692
20.4
%
$
1.80
Reported percent net sales
64.3
%
34.8
%
7.2
%
19.0
%
(1.3)
%
nm
14.1
%
Acquisition and integration-related costs:
Inventory stepped-up to fair value
—
—
—
—
—
—
—
—
—
Other acquisition and integration-related (a)
—
1
—
(1)
—
(28)
27
(3.1)
0.07
Amortization of purchased intangible assets
—
—
—
164
—
36
128
1.6
0.34
Structural optimization and other special charges (b)
19
(9)
—
28
—
7
21
0.3
0.06
Medical device regulations (c)
1
—
(18)
19
—
4
15
0.2
0.04
Recall-related matters (d)
—
(9)
—
9
—
2
7
0.1
0.01
Regulatory and legal matters (e)
—
1
—
(1)
—
1
(2)
0.1
—
Tax matters (f)
—
—
—
—
1
(55)
56
(6.4)
0.14
Adjusted
$
3,178
$
1,694
$
335
$
1,149
$
(61)
$
144
$
944
13.2
%
$
2.46
Adjusted percent net sales
64.7
%
34.5
%
6.8
%
23.4
%
(1.2)
%
nm
19.2
%
(a) Charges represent certain acquisition and integration-related costs associated with acquisitions, including:
Three Months
2024
2023
Termination of sales relationships
$
—
$
2
Employee retention and workforce reductions
13
3
Changes in the fair value of contingent consideration
2
(4)
Manufacturing integration costs
1
—
Stock compensation payments upon a change in control
22
—
Other integration-related activities
10
(2)
Adjustments to Operating Income
$
48
$
(1)
Charges for acquisition-related tax provisions
—
(28)
Other income taxes related to acquisition and integration-related costs
11
—
Adjustments to Income Taxes
$
11
$
(28)
Adjustments to Net Earnings
$
37
$
27
(b) Structural optimization and other special charges represent the costs associated with:
Three Months
2024
2023
Employee retention and workforce reductions
$
12
$
(5)
Closure/transfer of manufacturing and other facilities
2
12
Product line exits
4
7
Certain long-lived and intangible asset write-offs and impairments
12
9
Termination of sales relationships in certain countries
6
—
Other charges
(12)
5
Adjustments to Operating Income
$
24
$
28
Adjustments to Income Taxes
$
4
$
7
Adjustments to Net Earnings
$
20
$
21
(c) Charges represent the costs specific to updating our quality system, product labeling, asset write-offs and product remanufacturing to comply with the medical device reporting regulations and other requirements of the new medical device regulations in the European Union.
(d) Charges represent changes in our best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within a range is not known, to resolve certain recall-related matters.
(e) Charges represent changes in our best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within a range is not known, to resolve certain regulatory or other legal matters and the amount of favorable awards from settlements.
(f) Benefits / (charges) represent the accounting impact of certain significant and discrete tax items, including:
Three Months
2024
2023
Adjustments related to the transfer of certain intellectual properties between tax jurisdictions
$
(47)
$
(44)
Other tax matters
(10)
(11)
Adjustments to Income Taxes
$
(57)
$
(55)
Charges / benefits for certain tax audit settlements
—
1
Adjustments to Other Income (Expense), Net
$
—
$
1
Adjustments to Net Earnings
$
57
$
56
Dollar amounts are in millions except per share amounts or as otherwise specified.
15
STRYKER CORPORATION
2024 Third Quarter Form 10-Q
Nine Months 2024
Gross Profit
Selling, General & Administrative Expenses
Research, Development & Engineering Expenses
Operating Income
Other Income (Expense), Net
Income Taxes
Net Earnings
Effective Tax Rate
Diluted EPS
Reported
$
10,266
$
5,583
$
1,108
$
3,108
$
(144)
$
517
$
2,447
17.4
%
$
6.35
Reported percent net sales
63.5
%
34.6
%
6.9
%
19.2
%
(0.9)
%
nm
15.1
%
Acquisition and integration-related costs:
Inventory stepped-up to fair value
38
—
—
38
—
9
29
0.3
0.08
Other acquisition and integration-related (a)
—
(49)
—
49
—
14
35
0.2
0.09
Amortization of purchased intangible assets
—
—
—
467
—
96
371
1.0
0.96
Structural optimization and other special charges (b)
41
(72)
—
113
—
24
89
0.2
0.23
Medical device regulations (c)
5
—
(36)
41
—
9
32
0.1
0.08
Recall-related matters (d)
11
(11)
—
22
—
5
17
0.1
0.04
Regulatory and legal matters (e)
—
1
—
(1)
—
—
(1)
—
—
Tax matters (f)
—
—
—
—
(1)
(136)
135
(4.7)
0.35
Adjusted
$
10,361
$
5,452
$
1,072
$
3,837
$
(145)
$
538
$
3,154
14.6
%
$
8.18
Adjusted percent net sales
64.1
%
33.7
%
6.6
%
23.7
%
(0.9)
%
nm
19.5
%
Nine Months 2023
Gross Profit
Selling, General & Administrative Expenses
Research, Development & Engineering Expenses
Operating Income
Other Income (Expense), Net
Income Taxes
Net Earnings
Effective Tax Rate
Diluted EPS
Reported
$
9,355
$
5,200
$
1,038
$
2,631
$
(184)
$
425
$
2,022
17.4
%
$
5.27
Reported percent net sales
63.7
%
35.4
%
7.1
%
17.9
%
(1.3)
%
nm
13.8
%
Acquisition and integration-related costs:
Inventory stepped-up to fair value
—
—
—
—
—
—
—
—
—
Other acquisition and integration-related (a)
—
(7)
—
7
—
(25)
32
(1.0)
0.08
Amortization of purchased intangible assets
—
—
—
486
—
104
382
1.5
1.00
Structural optimization and other special charges (b)
30
(112)
—
142
—
32
110
0.5
0.29
Medical device regulations (c)
1
—
(73)
74
—
17
57
0.3
0.15
Recall-related matters (d)
—
(12)
—
12
—
3
9
—
0.02
Regulatory and legal matters (e)
—
(19)
—
19
—
4
15
—
0.04
Tax matters (f)
—
—
—
—
(8)
(121)
113
(4.9)
0.29
Adjusted
$
9,386
$
5,050
$
965
$
3,371
$
(192)
$
439
$
2,740
13.8
%
$
7.14
Adjusted percent net sales
63.9
%
34.4
%
6.6
%
23.0
%
(1.3)
%
nm
18.7
%
(a) Charges represent certain acquisition and integration-related costs associated with acquisitions, including:
Nine Months
2024
2023
Termination of sales relationships
$
3
$
2
Employee retention and workforce reductions
17
3
Changes in the fair value of contingent consideration
(12)
(7)
Manufacturing integration costs
2
2
Stock compensation payments upon a change in control
22
—
Other integration-related activities
17
7
Adjustments to Operating Income
$
49
$
7
Charges for acquisition-related tax provisions
—
(28)
Other income taxes related to acquisition and integration-related costs
14
3
Adjustments to Income Taxes
$
14
$
(25)
Adjustments to Net Earnings
$
35
$
32
(b) Structural optimization and other special charges represent the costs associated with:
Nine Months
2024
2023
Employee retention and workforce reductions
$
14
$
63
Closure/transfer of manufacturing and other facilities
18
36
Product line exits
19
16
Certain long-lived and intangible asset write-offs and impairments
22
12
Termination of sales relationships in certain countries
7
—
Other charges
33
15
Adjustments to Operating Income
$
113
$
142
Adjustments to Income Taxes
$
24
$
32
Adjustments to Net Earnings
$
89
$
110
(c) Charges represent the costs specific to updating our quality system, product labeling, asset write-offs and product remanufacturing to comply with the medical device reporting regulations and other requirements of the new medical device regulations in the European Union.
(d) Charges represent changes in our best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within a range is not known, to resolve certain recall-related matters.
(e) Charges represent changes in our best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within a range is not known, to resolve certain regulatory or other legal matters and the amount of favorable awards from settlements.
Dollar amounts are in millions except per share amounts or as otherwise specified.
16
STRYKER CORPORATION
2024 Third Quarter Form 10-Q
(f) Benefits / (charges) represent the accounting impact of certain significant and discrete tax items, including:
Nine Months
2024
2023
Adjustments related to the transfer of certain intellectual properties between tax jurisdictions
$
(141)
$
(138)
Certain tax audit settlements
(2)
24
Other tax matters
7
(7)
Adjustments to Income Taxes
$
(136)
$
(121)
Charges / benefits for certain tax audit settlements
(1)
(9)
Other tax related adjustments
—
1
Adjustments to Other Income (Expense), Net
$
(1)
$
(8)
Adjustments to Net Earnings
$
135
$
113
FINANCIAL CONDITION AND LIQUIDITY
Nine Months
Net cash provided by (used in):
2024
2023
Operating activities
$
2,311
$
2,183
Investing activities
(2,697)
(810)
Financing activities
1,269
(1,308)
Effect of exchange rate changes
(4)
(49)
Change in cash and cash equivalents
$
879
$
16
Operating Activities
Cash provided by operating activities was $2,311 and $2,183 in the nine months 2024 and 2023. The increase was primarily due to higher net earnings partially offset by the timing of payments and collections in working capital accounts.
Investing Activities
Cash used in investing activities was $2,697 and $810 in the nine months 2024 and 2023. The nine months 2024 included cash paid for various acquisitions and purchases of short-term investments partially offset by proceeds from the settlement of certain foreign currency forward contracts designated as net investment hedges. The nine months 2023 included cash paid for the Cerus acquisition. Refer to Notes 4 and 7 to our Consolidated Financial Statements for further information on derivative instruments and acquisitions.
Financing Activities
Cash provided by financing activities was $1,269 in the nine months 2024 and cash used in financing activities was $1,308 in the nine months 2023. In 2024, cash provided was primarily driven by proceeds from the issuance of various senior unsecured notes as described in Note 8 to our Consolidated Financial Statements. This was partially offset by the repayment of maturing senior unsecured notes, dividend payments and cash paid for taxes on withheld shares. Cash used in 2023 was primarily driven by dividend payments, repayment of the term loan used to fund the acquisition of Vocera and cash paid for taxes on withheld shares, partially offset by proceeds from the issuance of €500 of floating rate senior notes.
We did not repurchase any shares in the nine months 2024 and 2023.
Liquidity
Cash, cash equivalents, short-term investments and marketable securities were $4,684 and $3,053 on September 30, 2024 and December 31, 2023. Current assets exceeded current liabilities by $7,004 and $4,597 on September 30, 2024 and December 31, 2023. 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 have raised funds in the capital markets and have accessed the credit 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, short-term investments and marketable securities held in locations outside the United States was 14% on September 30, 2024 compared to 25% on December 31, 2023.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There were no changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for 2023, except as follows.
We test goodwill annually for impairment at October 31 or whenever events or circumstances indicate that goodwill may be impaired. When it is unlikely that goodwill of a reporting unit is impaired, we perform a qualitative assessment that may be periodically supplemented with a corroborative quantitative analysis.
During 2022 we recognized a goodwill impairment charge of $216 for the Spine reporting unit. Due to the impairment charge in 2022, we performed a quantitative impairment test for our Spine reporting unit at October 31, 2023 and determined that its fair value exceeded its carrying amount by 10% and no additional impairment charges were recorded.
The Spine business’s operating results continue to be affected by inflationary pressures and the competitive environment. These inputs were included in the updated projections used in our annual long-range financial plan, which was approved during the third quarter 2024. Additionally, it is likely we will reorganize our Spine reporting unit during the fourth quarter 2024 to separate the spine enabling technologies portfolio (Enabling Technologies) from the spinal implant portfolio (Core Spine). While changes in reporting units are accounted for on a prospective basis, they may be an indicator that goodwill of a reporting unit is potentially impaired. As a result of these factors, we performed a quantitative impairment test of the Spine reporting unit at September 30, 2024. The outcome of the impairment test was that the fair value of the Spine reporting unit exceeded its carrying amount by 9% and we did not record any impairment charges during the quarter ended September 30, 2024. Goodwill attributable to the Spine reporting unit was approximately $1.0 billion at September 30, 2024.
In our quantitative impairment test, the fair value of the Spine reporting unit was determined using a discounted cash flow analysis, which is a form of the income approach. Significant inputs to the analysis included assumptions for future revenue growth, operating margin and the rate used to discount the estimated future cash flows to their present value based on the reporting unit’s estimated weighted average cost of capital. Our assumptions for revenue growth and operating margin considered several operating factors, including surgery volumes, increased costs and our competitive environment. We believe our estimates are appropriate based upon current and anticipated future market conditions and the best information available at the impairment assessment date. However, future impairment charges could be required if our Spine reporting unit does not
Dollar amounts are in millions except per share amounts or as otherwise specified.
17
STRYKER CORPORATION
2024 Third Quarter Form 10-Q
achieve its cash flow, revenue and profitability projections or if there is an increase in the weighted average cost of capital.
The assumptions used in the discounted cash flow analysis are subject to inherent uncertainties and subjectivity. The use of different assumptions, estimates or judgments with respect to the estimation of future cash flows and the determination of the discount rate used to reduce such estimated future cash flows to their net present value could materially affect the determination of any impairment charges. Hypothetical changes in our estimates of the discount rate, long-term revenue growth and long-term operating margin would result in impairment charges as follows:
Change in selected assumption
Percentage decline in fair value
Impairment charge
100 bps increase in discount rate
16
%
$
150
100 bps decrease in long-term revenue growth
11
50
100 bps decrease in long-term operating margin
6
—
During the fourth quarter 2024, it is likely we will reorganize certain of our reporting units, including the Spine reporting unit. Upon a reorganization of our reporting units, the assets (including goodwill) and liabilities will be reassigned to the new reporting units and we will perform a goodwill impairment test immediately before and after the reorganization. We estimate that approximately $265 of goodwill will be assigned to the Core Spine reporting unit upon a reorganization and we expect that a material portion of this balance could be impaired.
Historical impairment assessments for our other reporting units have indicated that their implied fair values exceed their respective carrying amounts by at least 100%. We have not identified any factors in 2024 that would lead us to believe that those reporting units are at risk of a goodwill impairment.
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 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 are based on current projections about operations, industry conditions, financial condition and liquidity. Words that identify forward-looking statements include, without limitation, 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. Therefore, actual results could differ materially and adversely from these forward-looking statements, historical experience or our present expectations. Some important factors that could cause our actual results to differ from our expectations in any forward-looking statements include the risks discussed in Item 1A. "Risk Factors" of our Annual Report on Form 10-K for 2023. 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 2023. While we believe that the assumptions underlying such forward-looking statements are reasonable, there can be no assurance that future events or developments will not cause such statements to be inaccurate. All forward-looking statements contained in this report are qualified in their entirety by this cautionary statement. We expressly disclaim any intention or obligation to publicly update or revise any forward-looking statement to reflect any change in our expectations or in events, conditions or circumstances on which those expectations may be based, or that affect the likelihood that actual results will differ from those contained in the forward-looking statements.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We consider our greatest potential area of market risk exposure to be exchange rate risk on our operating 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 2023. There were no material changes from the information provided therein.
ITEM 4.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of the Chief Executive Officer and Chief Financial Officer (the Certifying Officers), evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended) on September 30, 2024. Based on that evaluation, the Certifying Officers concluded the Company's disclosure controls and procedures were effective as of September 30, 2024.
Changes in Internal Control Over Financial Reporting
There was no change to our internal control over financial reporting during the nine months 2024 that materially affected, or is reasonably likely to materially affect, our 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 2023.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In the three months 2024 we did not issue shares of our common stock as performance incentive awards to employees. When issued, 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.
Dollar amounts are in millions except per share amounts or as otherwise specified.
18
STRYKER CORPORATION
2024 Third Quarter Form 10-Q
The manner, timing and amount of repurchases are determined by management based on an evaluation of market conditions, stock price, and other factors and are subject to regulatory considerations. Purchases are made from time-to-time in the open market, in privately negotiated transactions or otherwise.
In the nine months 2024 we did not repurchaseany shares of our common stock under our authorized repurchase program. The total dollar value of shares of our common stock that could be acquired under our authorized repurchase program was $1,033 as of September 30, 2024.
ITEM 5.
OTHER INFORMATION
Certain of our officers or directors have made elections to participate in, and are participating in, our employee stock purchase plan and 401(k) plan and have made, and may from time to time make, elections to have shares withheld to cover withholding taxes due or pay the exercise price of stock options, restricted stock units and performance stock units, which may constitute non-Rule 10b5–1 trading arrangements (as defined in Item 408(c) of Regulation S-K).
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
† Filed with this Form 10-Q
†† Furnished with this Form 10-Q
Dollar amounts are in millions except per share amounts or as otherwise specified.
19
STRYKER CORPORATION
2024 Third Quarter Form 10-Q
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.