QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-13149
STRYKER CORPORATION (Exact name of registrant as specified in its charter)
Michigan
38-1239739
(State of incorporation)
(I.R.S. Employer Identification No.)
2825 Airview Boulevard
Kalamazoo,
Michigan
49002
(Address of principal executive offices)
(Zip Code)
(269)
385-2600
(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
Common Stock, $.10 Par Value
SYK
New York Stock Exchange
1.125% Notes due 2023
SYK23
New York Stock Exchange
0.250% Notes due 2024
SYK24A
New York Stock Exchange
2.125% Notes due 2027
SYK27
New York Stock Exchange
0.750% Notes due 2029
SYK29
New York Stock Exchange
2.625% Notes due 2030
SYK30
New York Stock Exchange
1.000% Notes due 2031
SYK31
New York Stock Exchange
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.
Large accelerated filer
☒
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 378,154,080 shares of Common Stock, $0.10 par value, on March 31, 2022.
STRYKER CORPORATION
2022 First Quarter Form 10-Q
PART I – FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
Stryker Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
Three Months
2022
2021
Net sales
$
4,275
$
3,953
Cost of sales
1,541
1,444
Gross profit
$
2,734
$
2,509
Research, development and engineering expenses
413
288
Selling, general and administrative expenses
1,710
1,575
Recall charges
14
6
Amortization of intangible assets
150
181
Total operating expenses
$
2,287
$
2,050
Operating income
$
447
$
459
Other income (expense), net
(61)
(92)
Earnings before income taxes
$
386
$
367
Income taxes
63
65
Net earnings
$
323
$
302
Net earnings per share of common stock:
Basic
$
0.86
$
0.80
Diluted
$
0.84
$
0.79
Weighted-average shares outstanding (in millions):
Basic
377.7
376.3
Effect of dilutive employee stock compensation
5.0
5.4
Diluted
382.7
381.7
Cash dividends declared per share of common stock
$
0.695
$
0.63
Anti-dilutive shares excluded from the calculation of dilutive employee stock options were de minimis in all periods.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
Three Months
2022
2021
Net earnings
$
323
$
302
Other comprehensive income (loss), net of tax:
Marketable securities
(1)
—
Pension plans
(1)
7
Unrealized gains (losses) on designated hedges
1
28
Financial statement translation
53
255
Total other comprehensive income (loss), net of tax
$
52
$
290
Comprehensive income
$
375
$
592
See accompanying notes to Consolidated Financial Statements.
Dollar amounts are in millions except per share amounts or as otherwise specified.
1
STRYKER CORPORATION
2022 First Quarter Form 10-Q
CONSOLIDATED BALANCE SHEETS
March 31
December 31
2022
2021
(Unaudited)
Assets
Current assets
Cash and cash equivalents
$
1,458
$
2,944
Marketable securities
72
75
Accounts receivable, less allowance of $140 ($167 in 2021)
2,991
3,022
Inventories:
Materials and supplies
750
691
Work in process
298
264
Finished goods
2,477
2,359
Total inventories
$
3,525
$
3,314
Prepaid expenses and other current assets
679
662
Total current assets
$
8,725
$
10,017
Property, plant and equipment:
Land, buildings and improvements
1,708
1,656
Machinery and equipment
3,824
3,842
Total property, plant and equipment
$
5,532
$
5,498
Less accumulated depreciation
2,739
2,665
Property, plant and equipment, net
$
2,793
$
2,833
Goodwill
15,228
12,918
Other intangibles, net
5,430
4,840
Noncurrent deferred income tax assets
1,602
1,760
Other noncurrent assets
2,359
2,263
Total assets
$
36,137
$
34,631
Liabilities and shareholders' equity
Current liabilities
Accounts payable
$
1,084
$
1,129
Accrued compensation
703
1,092
Income taxes
173
192
Dividends payable
263
263
Accrued product liabilities
430
401
Accrued expenses and other liabilities
1,541
1,465
Current maturities of debt
214
7
Total current liabilities
$
4,408
$
4,549
Long-term debt, excluding current maturities
13,885
12,472
Income taxes
917
913
Other noncurrent liabilities
1,881
1,820
Total liabilities
$
21,091
$
19,754
Shareholders' equity
Common stock, $0.10 par value
38
38
Additional paid-in capital
1,947
1,890
Retained earnings
13,540
13,480
Accumulated other comprehensive loss
(479)
(531)
Total shareholders' equity
$
15,046
$
14,877
Total liabilities and shareholders' equity
$
36,137
$
34,631
See accompanying notes to Consolidated Financial Statements.
Dollar amounts are in millions except per share amounts or as otherwise specified.
2
STRYKER CORPORATION
2022 First Quarter Form 10-Q
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)
Three Months
2022
2021
Common stock shares outstanding (in millions)
Beginning
377.5
376.1
Issuance of common stock under stock compensation and benefit plans
0.7
0.6
Ending
378.2
376.7
Common stock
Beginning
$
38
$
38
Issuance of common stock under stock compensation and benefit plans
—
—
Ending
$
38
$
38
Additional paid-in capital
Beginning
$
1,890
$
1,741
Issuance of common stock under stock compensation and benefit plans
(14)
(3)
Share-based compensation
71
68
Ending
$
1,947
$
1,806
Retained earnings
Beginning
$
13,480
$
12,462
Net earnings
323
302
Cash dividends declared
(263)
(239)
Ending
$
13,540
$
12,525
Accumulated other comprehensive income (loss)
Beginning
$
(531)
$
(1,157)
Other comprehensive income (loss)
52
290
Ending
$
(479)
$
(867)
Total shareholders' equity
$
15,046
$
13,502
See accompanying notes to Consolidated Financial Statements.
Dollar amounts are in millions except per share amounts or as otherwise specified.
3
STRYKER CORPORATION
2022 First Quarter Form 10-Q
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months
2022
2021
Operating activities
Net earnings
$
323
$
302
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation
92
95
Amortization of intangible assets
150
181
Share-based compensation
71
68
Recall charges
14
6
Sale of inventory stepped-up to fair value at acquisition
5
79
Changes in operating assets and liabilities:
Accounts receivable
53
65
Inventories
(229)
(73)
Accounts payable
(52)
(37)
Accrued expenses and other liabilities
(348)
(178)
Recall-related payments
(9)
(8)
Income taxes
(3)
6
Other, net
136
(54)
Net cash provided by operating activities
$
203
$
452
Investing activities
Acquisitions, net of cash acquired
(2,563)
(27)
Purchases of marketable securities
(9)
(5)
Proceeds from sales of marketable securities
11
12
Purchases of property, plant and equipment
(119)
(83)
Other investing, net
(2)
7
Net cash used in investing activities
$
(2,682)
$
(96)
Financing activities
Proceeds (payments) on short-term borrowings, net
(170)
2
Proceeds from issuance of long-term debt
1,500
5
Payments on long-term debt
—
(750)
Payments of dividends
(262)
(238)
Cash paid for taxes from withheld shares
(72)
(53)
Other financing, net
(3)
(19)
Net cash provided by (used in) financing activities
$
993
$
(1,053)
Effect of exchange rate changes on cash and cash equivalents
—
(8)
Change in cash and cash equivalents
$
(1,486)
$
(705)
Cash and cash equivalents at beginning of period
2,944
2,943
Cash and cash equivalents at end of period
$
1,458
$
2,238
See accompanying notes to Consolidated Financial Statements.
Dollar amounts are in millions except per share amounts or as otherwise specified.
4
STRYKER CORPORATION
2022 First 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 March 31, 2022 and the results of operations for the three 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
2022
2021
MedSurg and Neurotechnology:
Instruments
$
528
$
469
Endoscopy
538
469
Medical
664
622
Neurovascular
301
289
Neuro Cranial
323
281
Other
69
61
$
2,423
$
2,191
Orthopaedics and Spine:
Knees
$
464
$
412
Hips
327
309
Trauma and Extremities
685
640
Spine
279
278
Other
97
123
$
1,852
$
1,762
Total
$
4,275
$
3,953
Net Sales by Geography
Three Months 2022
Three Months 2021
United States
International
United States
International
MedSurg and Neurotechnology:
Instruments
$
414
$
114
$
355
$
114
Endoscopy
418
120
354
115
Medical
525
139
473
149
Neurovascular
110
191
111
178
Neuro Cranial
264
59
224
57
Other
68
1
60
1
$
1,799
$
624
$
1,577
$
614
Orthopaedics and Spine:
Knees
$
345
$
119
$
294
$
118
Hips
202
125
186
123
Trauma and Extremities
487
198
440
200
Spine
200
79
193
85
Other
72
25
94
29
$
1,306
$
546
$
1,207
$
555
Total
$
3,105
$
1,170
$
2,784
$
1,169
Contract Assets and Liabilities
On March 31, 2022 and December 31, 2021 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. We generally satisfy performance obligations within one year from the contract inception date. Our contract liabilities were $635 and $529 on March 31, 2022 and December 31, 2021.
NOTE 3 - ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (AOCI)
Three Months 2022
Marketable Securities
Pension Plans
Hedges
Financial Statement Translation
Total
Beginning
$
—
$
(155)
$
40
$
(416)
$
(531)
OCI
(1)
(4)
4
86
85
Income taxes
—
2
(2)
(25)
(25)
Reclassifications to:
Other (income) expense
—
2
(1)
(11)
(10)
Income taxes
—
(1)
—
3
2
Net OCI
$
(1)
$
(1)
$
1
$
53
$
52
Ending
$
(1)
$
(156)
$
41
$
(363)
$
(479)
Three Months 2021
Marketable Securities
Pension Plans
Hedges
Financial Statement Translation
Total
Beginning
$
(3)
$
(259)
$
(10)
$
(885)
$
(1,157)
OCI
—
8
27
273
308
Income taxes
—
(4)
(8)
(12)
(24)
Reclassifications to:
Cost of sales
—
—
1
—
1
Other (income) expense
—
4
10
(8)
6
Income taxes
—
(1)
(2)
2
(1)
Net OCI
$
—
$
7
$
28
$
255
$
290
Ending
$
(3)
$
(252)
$
18
$
(630)
$
(867)
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
Dollar amounts are in millions except per share amounts or as otherwise specified.
5
STRYKER CORPORATION
2022 First Quarter Form 10-Q
exchange and interest rate fluctuations on earnings, cash flow and equity. We do not enter into derivative instruments for speculative purposes. We are exposed to potential credit loss in the event of nonperformance by our counterparties on our outstanding derivative instruments but do not anticipate nonperformance by any of our counterparties. Should a counterparty default, our maximum loss exposure is the asset balance of the instrument. We have not changed our hedging strategies, accounting practices or objectives from those disclosed in our Annual Report on Form 10-K for 2021.
Foreign Currency Hedges
March 2022
Cash Flow
Net Investment
Non-Designated
Total
Gross notional amount
$
711
$
2,224
$
3,993
$
6,928
Maximum term in years
4.6
Fair value:
Other current assets
$
16
$
49
$
33
$
98
Other noncurrent assets
1
74
—
75
Other current liabilities
(7)
—
(29)
(36)
Other noncurrent liabilities
(1)
—
—
(1)
Total fair value
$
9
$
123
$
4
$
136
December 2021
Cash Flow
Net Investment
Non-Designated
Total
Gross notional amount
$
973
$
2,266
$
5,512
$
8,751
Maximum term in years
4.9
Fair value:
Other current assets
$
15
$
39
$
92
$
146
Other noncurrent assets
1
65
—
66
Other current liabilities
(7)
—
(10)
(17)
Total fair value
$
9
$
104
$
82
$
195
We had €2.0 billion at March 31, 2022 and December 31, 2021 in 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 billion at March 31, 2022 and December 31, 2021 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.
On March 31, 2022 the total after tax gain (loss) in AOCI related to designated net investment hedges was $42.
Net Currency Exchange Rate Gains (Losses)
Derivative
Three Months
instrument:
Recorded in:
2022
2021
Cash Flow
Cost of sales
$
—
$
(1)
Net Investment
Other income (expense), net
11
8
Non-Designated
Other income (expense), net
1
(2)
Total
$
12
$
5
Pretax gains (losses) on derivatives designated as cash flow hedges of $13 and net investment hedges of $34 recorded in AOCI are expected to be reclassified to cost of sales and other income (expense), net in earnings within 12 months as of March 31, 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 March 31, 2022. The cash flow effect of interest rate hedges is recorded in cash flow from operations.
NOTE 5 - FAIR VALUE MEASUREMENTS
Our policies for managing risk related to foreign currency, interest rates, credit and markets and our process for determining fair value have not changed from those described in our Annual Report on Form 10-K for 2021.
There were no significant transfers into or out of any level of the fair value hierarchy in 2022.
Assets Measured at Fair Value
March
December
2022
2021
Cash and cash equivalents
$
1,458
$
2,944
Trading marketable securities
182
193
Level 1 - Assets
$
1,640
$
3,137
Available-for-sale marketable securities:
Corporate and asset-backed debt securities
$
49
$
48
Foreign government debt securities
2
2
United States agency debt securities
5
5
United States Treasury debt securities
14
19
Certificates of deposit
2
1
Total available-for-sale marketable securities
$
72
$
75
Foreign currency exchange forward contracts
173
212
Level 2 - Assets
$
245
$
287
Total assets measured at fair value
$
1,885
$
3,424
Liabilities Measured at Fair Value
March
December
2022
2021
Deferred compensation arrangements
$
182
$
193
Level 1 - Liabilities
$
182
$
193
Foreign currency exchange forward contracts
$
37
$
17
Level 2 - Liabilities
$
37
$
17
Contingent consideration:
Beginning
$
306
$
393
Additions
—
62
Change in estimate
(17)
(1)
Settlements
(4)
(148)
Ending
$
285
$
306
Level 3 - Liabilities
$
285
$
306
Total liabilities measured at fair value
$
504
$
516
Fair Value of Available for Sale Securities by Maturity
March 2022
December 2021
Due in one year or less
$
40
$
36
Due after one year through three years
$
32
$
39
On March 31, 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 $15 and $17 in the three months 2022 and 2021, 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
Dollar amounts are in millions except per share amounts or as otherwise specified.
6
STRYKER CORPORATION
2022 First Quarter Form 10-Q
described below. The outcomes of these matters will generally not be known for prolonged periods of time. In certain of the legal proceedings the claimants seek damages as well as other compensatory and equitable relief that could result in the payment of significant claims and settlements and/or the imposition of injunctions or other equitable relief. For legal matters for which management had sufficient information to reasonably estimate our future obligations, a liability representing management's best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within the range is not known, is recorded. The estimates are based on consultation with legal counsel, previous settlement experience and settlement strategies. If actual outcomes are less favorable than those estimated by management, additional expense may be incurred, which could unfavorably affect future operating results. We are self-insured for certain claims and expenses. The ultimate cost to us with respect to product liability claims could be materially different than the amount of the current estimates and accruals and could have a material adverse effect on our financial position, results of operations and cash flows.
In April 2022 the United States District Court for the District of Delaware issued a judgment following a jury verdict in favor of PureWick Corporation (PureWick) for its 2019 complaint seeking patent infringement damages related to our PrimaFit and PrimoFit products. The court awarded damages and we recorded charges of $28 in March 2022. If PureWick seeks enhancement of the judgment and is 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.
We have incurred, and expect to incur in the future, costs associated with the defense and settlement of these matters. For the three months 2022 we have recorded charges of $14 and made payments of $9, primarily related to Wright hip products. 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 $385 to $520. 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
March
December
2022
2021
Right-of-use assets
$
490
$
419
Lease liabilities, current
$
129
$
112
Lease liabilities, non-current
$
370
$
310
Other information:
Weighted-average remaining lease term
5.5 years
5.4 years
Weighted-average discount rate
2.65
%
2.86
%
Three Months
2022
2021
Operating lease cost
$
31
$
36
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 $31 in the three 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 three 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.
Dollar amounts are in millions except per share amounts or as otherwise specified.
7
STRYKER CORPORATION
2022 First Quarter Form 10-Q
Purchase price allocations for our significant acquisitions are:
Purchase Price Allocation of Acquired Net Assets
2022
Vocera
Tangible assets and liabilities:
Accounts receivable
$
33
Inventory
13
Deferred income tax assets
70
Other assets
92
Debt
(425)
Deferred income tax liabilities
(183)
Other liabilities
(115)
Intangible assets:
Customer and distributor relationships
550
Developed technology and patents
178
Trade name
18
Goodwill
2,332
Purchase price, net of cash acquired of $281
$
2,563
Weighted-average life of intangible assets
13
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
$
484
$
624
$
594
$
573
$
515
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 March 31, 2022.
In February 2022 we entered into a $1.5 billion term loan agreement that matures on February 22, 2025 and bears interest at a base rate based on the Term Secured Overnight Financing Rate (SOFR) plus 0.725%.
In the first quarter of 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 March 31, 2022 we had $195 outstanding under our commercial paper programs which allows for maturities up to 397 days from the date of issuance.
Summary of Total Debt
March 2022
December 2021
Rate
Due
Senior unsecured notes:
1.125%
November 30, 2023
$
610
$
622
0.600%
December 1, 2023
594
598
3.375%
May 15, 2024
598
593
0.250%
December 3, 2024
941
958
1.150%
June 15, 2025
646
645
3.375%
November 1, 2025
748
748
3.500%
March 15, 2026
994
994
2.125%
November 30, 2027
829
845
3.650%
March 7, 2028
597
597
0.750%
March 1, 2029
885
901
1.950%
June 15, 2030
990
990
2.625%
November 30, 2030
714
727
1.000%
December 3, 2031
824
840
4.100%
April 1, 2043
392
392
4.375%
May 15, 2044
395
395
4.625%
March 15, 2046
982
982
2.900%
June 15, 2050
642
642
Term loan
February 22, 2025
1,500
—
Commercial paper
195
—
Other
23
10
Total debt
$
14,099
$
12,479
Less current maturities of debt
214
7
Total long-term debt
$
13,885
$
12,472
March 2022
December 2021
Unamortized debt issuance costs
$
59
$
62
Borrowing capacity on existing facilities
$
2,162
$
2,162
Fair value of senior unsecured notes
$
12,369
$
13,391
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 16.3% and 17.7% in the three months 2022 and 2021. The change in the effective income tax rate for the three months was primarily due to lower tax expense from our operating structure and current profit mix.
We are routinely audited by income tax authorities in the jurisdictions we operate. It is reasonably possible within the next 12 months that uncertain tax positions, excluding interest, could decrease by as much as $175 as a result of the resolution of tax matters.
Dollar amounts are in millions except per share amounts or as otherwise specified.
8
STRYKER CORPORATION
2022 First Quarter Form 10-Q
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.
Three Months
2022
2021
MedSurg and Neurotechnology
$
2,423
$
2,191
Orthopaedics and Spine
1,852
1,762
Net sales
$
4,275
$
3,953
MedSurg and Neurotechnology
$
611
$
635
Orthopaedics and Spine
522
455
Segment operating income
$
1,133
$
1,090
Items not allocated to segments:
Corporate and other
$
(199)
$
(162)
Acquisition and integration-related costs
(149)
(249)
Amortization of intangible assets
(150)
(181)
Restructuring-related and other charges
(109)
(14)
Medical device regulations
(28)
(19)
Recall-related matters
(14)
(6)
Regulatory and legal matters
(37)
—
Consolidated operating income
$
447
$
459
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 First 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.
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
The COVID-19 global pandemic has led to severe disruptions in the market and the global and United States economies that may continue for a prolonged duration and trigger a recession or a period of economic slowdown. In response, various governmental authorities and private enterprises have implemented numerous measures to contain the pandemic, 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.
Some of our products are particularly sensitive to reductions in elective medical procedures. During the quarter we saw a partial recovery of elective procedures and accelerated sales momentum as the impact of the COVID-19 pandemic has eased in the United States and Europe; however, our sales growth in certain of our 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 three months 2022 net sales in Russia were approximately 0.1% 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" 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, but may be in the future. We do not expect any significant impairments related to further VBP programs. China has also issued national guiding standards for Import Purchase Evaluation (IPE) which has increased the purchase of locally sourced equipment in China's public hospitals and is impacting our MedSurg business in China. Our business in China represented approximately 2.5% of our revenues for the three months 2022.
Overview of the Three Months
In the three months 2022 we achieved sales growth of 8.1% from 2021. Excluding the impact of acquisitions and divestitures sales grew 9.2% in constant currency. We reported operating income margin of 10.5%, net earnings of $323 and net earnings per diluted share of $0.84. Excluding the impact of certain items, adjusted operating income margin(1) contracted by 170 basis points to 21.8%, with adjusted net earnings(1) of $752 and adjusted net earnings per diluted share(1) of $1.97 representing growth of 2.1%.
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 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.
Effective April 1, 2022 our subsidiaries in Turkey will begin accounting for their operations as highly inflationary, as required by United States Generally Accepted Accounting Principles, as the cumulative three year inflation rate in Turkey exceeded 100% in March 2022. We do not expect this change to have a material impact on our Consolidated Financial Statements. During the three months 2022 net sales in Turkey were less than 0.5% of our revenues.
(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 First Quarter Form 10-Q
CONSOLIDATED RESULTS OF OPERATIONS
Three Months
Percent Net Sales
Percentage
2022
2021
2022
2021
Change
Net sales
$
4,275
$
3,953
100.0
%
100.0
%
8.1
%
Gross profit
2,734
2,509
64.0
63.5
9.0
Research, development and engineering expenses
413
288
9.7
7.3
43.4
Selling, general and administrative expenses
1,710
1,575
40.0
39.8
8.6
Recall charges
14
6
0.3
0.2
nm
Amortization of intangible assets
150
181
3.5
4.6
(17.1)
Other income (expense), net
(61)
(92)
(1.4)
(2.3)
(33.7)
Income taxes
63
65
nm
nm
(3.1)
Net earnings
$
323
$
302
7.6
%
7.6
%
7.0
%
Net earnings per diluted share
$
0.84
$
0.79
6.3
%
Adjusted net earnings per diluted share(1)
$
1.97
$
1.93
2.1
%
nm - not meaningful
Geographic and Segment Net Sales
Three Months
Percentage Change
2022
2021
As Reported
Constant Currency
Geographic:
United States
$
3,105
$
2,784
11.5
%
11.5
%
International
1,170
1,169
0.1
6.0
Total
$
4,275
$
3,953
8.1
%
9.9
%
Segment:
MedSurg and Neurotechnology
$
2,423
$
2,191
10.6
%
12.1
%
Orthopaedics and Spine
1,852
1,762
5.1
7.2
Total
$
4,275
$
3,953
8.1
%
9.9
%
Supplemental Net Sales Growth Information
Three Months
Percentage Change
United States
International
2022
2021
As Reported
Constant Currency
As Reported
As Reported
Constant Currency
MedSurg and Neurotechnology:
Instruments
$
528
$
469
12.6
%
14.1
%
16.6
%
0.2
%
6.2
%
Endoscopy
538
469
14.8
16.7
18.1
4.8
12.2
Medical
664
622
6.8
7.9
11.0
(6.7)
(2.4)
Neurovascular
301
289
3.9
6.5
(1.4)
7.2
11.5
Neuro Cranial
323
281
15.1
16.2
18.1
3.5
8.8
Other
69
61
12.3
12.3
11.8
45.7
46.1
$
2,423
$
2,191
10.6
%
12.1
%
14.0
%
1.8
%
7.0
%
Orthopaedics and Spine:
Knees
$
464
$
412
12.5
%
14.6
%
17.5
%
0.1
%
7.3
%
Hips
327
309
5.9
8.6
8.5
1.9
8.7
Trauma and Extremities
685
640
7.1
9.0
10.6
(0.9)
5.3
Spine
279
278
0.1
1.8
3.7
(8.0)
(2.5)
Other
97
123
(20.4)
(18.9)
(23.3)
(10.9)
(4.2)
$
1,852
$
1,762
5.1
%
7.2
%
8.2
%
(1.7)
%
4.8
%
Total
$
4,275
$
3,953
8.1
%
9.9
%
11.5
%
0.1
%
6.0
%
Consolidated Net Sales
Consolidated net sales increased 8.1% in the three months 2022 as reported and 9.9% in constant currency, as foreign currency exchange rates negatively impacted net sales by 1.8%. Excluding the 0.7% impact of acquisitions and divestitures, net sales in constant currency increased by 10.2% from increased unit volume partially offset by 1.0% due to lower prices. The unit volume increase was due to higher shipments across all MedSurg and Neurotechnology products and most Orthopaedics and Spine products.
MedSurg and Neurotechnology Net Sales
MedSurg and Neurotechnology net sales increased 10.6% in the three months 2022 as reported and 12.1% in constant currency, as foreign currency exchange rates negatively impacted net sales by 1.5%. Excluding the 1.3% impact of acquisitions, net sales in constant currency increased by 10.8% from increased unit volume. The unit volume increase was due to higher shipments across all MedSurg and Neurotechnology products.
Orthopaedics and Spine Net Sales
Orthopaedics and Spine net sales increased 5.1% in the three months 2022 as reported and 7.2% in constant currency, as foreign currency exchange rates negatively impacted net sales by
Dollar amounts are in millions except per share amounts or as otherwise specified.
11
STRYKER CORPORATION
2022 First Quarter Form 10-Q
2.1%. Net sales in constant currency increased 9.5% from increased unit volume partially offset by 2.3% from lower prices. The unit volume increase was due to higher shipments of hips, knees, trauma and extremities and spine products.
Gross Profit
Gross profit as a percentage of sales in the three months 2022 increased to 64.0% from 63.5% in 2021. Excluding the impact of the items noted below, gross profit decreased to 64.1% of sales in the three months 2022 from 65.4% in 2021 due to increased costs from inflationary pressures, primarily related to labor, electronic components, steel and transportation.
Percent Net Sales
Three Months
2022
2021
2022
2021
Reported
$
2,734
$
2,509
64.0
%
63.5
%
Inventory stepped-up to fair value
5
79
0.1
2.0
Restructuring-related and other charges
2
(2)
—
(0.1)
Medical device regulations
—
1
—
—
Adjusted
$
2,741
$
2,587
64.1
%
65.4
%
Research, Development and Engineering Expenses
Research, development and engineering expenses increased $125 or 43.4% in the three months 2022 and increased as a percentage of sales to 9.7% from 7.3% in 2021. Excluding the impact of the items noted below, expenses increased to 7.2% of sales in 2022 from 6.8% in 2021.
The increases for the three months are due to disciplined ramp up in spending to facilitate our growth and new product development, investments in new technologies, integration of recent acquisitions and the write-off of certain intangible assets.
Percent Net Sales
Three Months
2022
2021
2022
2021
Reported
$
413
$
288
9.7
%
7.3
%
Restructuring-related and other charges
(79)
—
(1.8)
—
Medical device regulations
(28)
(18)
(0.7)
(0.5)
Adjusted
$
306
$
270
7.2
%
6.8
%
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $135 or 8.6% in the three months 2022 and increased as a percentage of sales to 40.0% from 39.8% in 2021. Excluding the impact of the items noted below, expenses decreased to 35.1% of sales in 2022 from 35.2% in 2021. Share-based awards for Vocera employees vested upon our acquisition and a charge of $132 was recorded.
Percent Net Sales
Three Months
2022
2021
2022
2021
Reported
$
1,710
$
1,575
40.0
%
39.8
%
Other acquisition and integration-related
(144)
(170)
(3.3)
(4.2)
Restructuring-related and other charges
(28)
(15)
(0.7)
(0.4)
Regulatory and legal matters
(37)
—
(0.9)
—
Adjusted
$
1,501
$
1,390
35.1
%
35.2
%
Recall Charges
Recall charges were $14 in the three months 2022 and $6 in the three months 2021. Charges were primarily due to the previously disclosed Wright hip products. Refer to Note 6 to our Consolidated Financial Statements for further information.
Amortization of Intangible Assets
Amortization of intangible assets was $150 and $181 in the three months 2022 and 2021. Refer to Note 7 to our Consolidated Financial Statements for further information.
Operating Income
Operating income decreased $12 to 10.5% of sales in the three months 2022 from 11.6% of sales in 2021. Excluding the impact of the items noted below, operating income decreased to 21.8% of sales in 2022 from 23.5% in 2021 primarily due to higher costs from inflationary pressures.
Percent Net Sales
Three Months
2022
2021
2022
2021
Reported
$
447
$
459
10.5
%
11.6
%
Inventory stepped-up to fair value
5
79
0.1
2.0
Other acquisition and integration-related
144
170
3.3
4.2
Amortization of purchased intangible assets
150
181
3.5
4.6
Restructuring-related and other charges
109
14
2.5
0.4
Medical device regulations
28
19
0.7
0.5
Recall-related matters
14
6
0.3
0.2
Regulatory and legal matters
37
—
0.9
—
Adjusted
$
934
$
928
21.8
%
23.5
%
Other Income (Expense), Net
Other income (expense), net was ($61) and ($92) in the three months 2022 and 2021. The decrease in net expense in 2022 was primarily due to favorable investment returns, favorable foreign exchange rates, and decreased interest expense driven by the repayment of senior unsecured notes that were due March 15, 2021 and the June 2021 repayment of the term loan due November 2023.
Income Taxes
Our effective tax rates were 16.3% and 17.7% in the three months 2022 and 2021. The change in the effective income tax rate for the three months was primarily due to lower tax expense from our operating structure and current profit mix.
We are routinely audited by income tax authorities in the jurisdictions we operate. It is reasonably possible within the next 12 months that uncertain tax positions, excluding interest, could decrease by as much as $175 as a result of the resolution of tax matters.
Net Earnings
Net earnings increased to $323 or $0.84 per diluted share in the three months 2022 from $302 or $0.79 per diluted share in 2021. Adjusted net earnings per diluted share(1) increased to $1.97 in 2022 from $1.93 in 2021. The impact of foreign currency exchange rates reduced net earnings per diluted share by approximately $0.09 in 2022 and increased net earnings per diluted share by approximately $0.06 in 2021.
Percent Net Sales
Three Months
2022
2021
2022
2021
Reported
$
323
$
302
7.6
%
7.6
%
Inventory stepped-up to fair value
4
60
0.1
1.5
Other acquisition and integration-related
105
129
2.4
3.3
Amortization of purchased intangible assets
115
151
2.6
3.8
Restructuring-related and other charges
84
18
1.9
0.5
Medical device regulations
24
16
0.6
0.4
Recall-related matters
11
5
0.3
0.1
Regulatory and legal matters
28
—
0.7
—
Tax matters
58
56
1.4
1.4
Adjusted
$
752
$
737
17.6
%
18.6
%
Dollar amounts are in millions except per share amounts or as otherwise specified.
12
STRYKER CORPORATION
2022 First 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.
13
STRYKER CORPORATION
2022 First 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
$
2,734
$
1,710
$
413
$
447
$
(61)
$
323
16.3
%
$
0.84
Reported percent net sales
64.0
%
40.0
%
9.7
%
10.5
%
(1.4)
%
7.6
%
Acquisition and integration-related costs:
Inventory stepped-up to fair value
5
—
—
5
—
4
0.1
0.01
Other acquisition and integration-related
—
(144)
—
144
—
105
4.9
0.27
Amortization of purchased intangible assets
—
—
—
150
—
115
3.6
0.30
Restructuring-related and other charges
2
(28)
(79)
109
—
84
2.5
0.22
Medical device regulations
—
—
(28)
28
—
24
0.2
0.06
Recall-related matters
—
—
—
14
—
11
0.4
0.04
Regulatory and legal matters
—
(37)
—
37
—
28
1.0
0.08
Tax matters
—
—
—
—
—
58
(15.1)
0.15
Adjusted
$
2,741
$
1,501
$
306
$
934
$
(61)
$
752
13.9
%
$
1.97
Adjusted percent net sales
64.1
%
35.1
%
7.2
%
21.8
%
(1.4)
%
17.6
%
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
$
2,509
$
1,575
$
288
$
459
$
(92)
$
302
17.7
%
$
0.79
Reported percent net sales
63.5
%
39.8
%
7.3
%
11.6
%
(2.3)
%
7.6
%
Acquisition and integration-related costs:
Inventory stepped-up to fair value
79
—
—
79
—
60
2.3
0.16
Other acquisition and integration-related
—
(170)
—
170
—
129
5.1
0.34
Amortization of purchased intangible assets
—
—
—
181
—
151
2.2
0.40
Restructuring-related and other charges
(2)
(15)
—
14
11
18
1.0
0.05
Medical device regulations
1
—
(18)
19
—
16
0.3
0.04
Recall-related matters
—
—
—
6
—
5
(0.5)
0.01
Regulatory and legal matters
—
—
—
—
—
—
—
—
Tax matters
—
—
—
—
—
56
(15.1)
0.14
Adjusted
$
2,587
$
1,390
$
270
$
928
$
(81)
$
737
13.0
%
$
1.93
Adjusted percent net sales
65.4
%
35.2
%
6.8
%
23.5
%
(2.0)
%
18.6
%
FINANCIAL CONDITION AND LIQUIDITY
Three Months
2022
2021
Net cash provided by operating activities
$
203
$
452
Net cash used in investing activities
(2,682)
(96)
Net cash provided by (used in) financing activities
993
(1,053)
Effect of exchange rate changes on cash and cash equivalents
—
(8)
Change in cash and cash equivalents
$
(1,486)
$
(705)
Operating Activities
Cash provided by operating activities was $203 and $452 in the three months 2022 and 2021. The decrease was primarily due to changes in working capital.
Investing Activities
Cash used in investing activities was $2,682 and $96 in the three months 2022 and 2021. The increase in cash used in 2022 was primarily due to increased payments for acquisitions.
Financing Activities
Cash provided by (used in) financing activities was $993 and ($1,053) in the three 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 and the issuance of commercial paper, partially offset by the payment of dividends. Cash used by financing activities in the three months 2021 was primarily due to debt repayments of $750 in March 2021. We did not repurchase any shares in the three months 2022 or 2021.
Three Months
2022
2021
Total dividends paid to common shareholders
$
262
$
238
Liquidity
Cash, cash equivalents and marketable securities were $1,530 and $3,019 on March 31, 2022 and December 31, 2021. Current
assets exceeded current liabilities by $4,317 and $5,468 on March 31, 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 44% on March 31, 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
Dollar amounts are in millions except per share amounts or as otherwise specified.
14
STRYKER CORPORATION
2022 First Quarter Form 10-Q
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. 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.
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 March 31, 2022. Based on that evaluation, the
Certifying Officers concluded the Company's disclosure controls and procedures were effective as of March 31, 2022.
Changes in Internal Control Over Financial Reporting
There was no change to our internal control over financial reporting during the three 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 March 31, 2022, including the goodwill and intangible assets recorded as part of the purchase price allocation and less than 1% of our net sales in the three months ended March 31, 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, except for the addition of the following risk factor:
The ongoing conflict between Russia and Ukraine, and the global response to it, may adversely affect our business and results of operations: The military conflict between Russia and Ukraine has resulted in the implementation of sanctions by the United States and other governments against Russia and has caused significant volatility and disruptions to the global markets. It is not possible to predict the short- and long-term implications of this conflict, which could include but are not limited to further sanctions, uncertainty about economic and political stability, increases in inflation rate and energy prices, supply chain challenges and adverse effects on currency exchange rates and financial markets. In addition, the United States government reported that United States sanctions against Russia in response to the conflict could lead to an increased threat of cyberattacks against United States companies. These increased threats could pose risks to the security of our Information Technology systems, networks and product offerings, as well as the confidentiality, availability and integrity of our data. Further, if the conflict develops beyond Ukraine or further intensifies, it could have an adverse impact on our operations in Poland or other affected areas. We are continuing to monitor the situation in Ukraine and globally as well as assess its potential impact on our business. Although Russia does not constitute a material portion of our business, a significant escalation or further expansion of the conflict's current scope or related disruptions to the global markets could have a material adverse effect on our results of operations.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
We issued 10,587 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
Dollar amounts are in millions except per share amounts or as otherwise specified.
15
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 three 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 March 31, 2022.
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
* Furnished with this Form 10-Q
** Schedules have been omitted pursuant to Item 601 (b)(2) of Regulation S-K. Stryker Corporation hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the United States Securities and Exchange Commission.
Dollar amounts are in millions except per share amounts or as otherwise specified.
16
STRYKER CORPORATION
2022 First 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.
