STRYKER CORP - Quarter Report: 2019 March (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Small reporting company

Emerging growth company

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019



[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-09165

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)

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 [X] 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 [X] 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.

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 [X]

There were 373,810,085 shares of Common Stock, $0.10 par value, on March 31, 2019.



STRYKER CORPORATION		2019 First Quarter Form 10-Q

PART I – FINANCIAL INFORMATION



ITEM 1.	FINANCIAL STATEMENTS

Stryker Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)



	Three Months
	2019			2018
Net sales	$	3,516		$	3,241
Cost of sales	1,233			1,104
Gross profit	$	2,283		$	2,137
Research, development and engineering expenses	225			204
Selling, general and administrative expenses	1,403			1,236
Recall charges	13			4
Amortization of intangible assets	114			102
Total operating expenses	$	1,755		$	1,546
Operating income	$	528		$	591
Other income (expense), net	(48		)	(49		)
Earnings before income taxes	$	480		$	542
Income taxes	68			99
Net earnings	$	412		$	443

Net earnings per share of common stock:
Basic	$	1.10		$	1.18
Diluted	$	1.09		$	1.16

Weighted-average shares outstanding (in millions):
Basic	373.3			374.0
Effect of dilutive employee stock options	6.0			6.7
Diluted	379.3			380.7

Cash dividends declared per share of common stock	$	0.52		$	0.47

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
	2019			2018
Net earnings	$	412		$	443
Other comprehensive income (loss), net of tax:
Marketable securities	1			(1		)
Pension plans	(4		)	(6		)
Unrealized gains (losses) on designated hedges	(16		)	15
Financial statement translation	85			35
Total other comprehensive income (loss), net of tax	$	66		$	43
Comprehensive income	$	478		$	486

See accompanying notes to Consolidated Financial Statements.



Dollar amounts are in millions except per share amounts or as otherwise specified.	1



STRYKER CORPORATION		2019 First Quarter Form 10-Q

CONSOLIDATED BALANCE SHEETS



	March 31			December 31
	2019			2018
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	1,674		$	3,616
Marketable securities	84			83
Accounts receivable, less allowance of $67 ($64 in 2018)	2,284			2,332
Inventories:
Materials and supplies	608			606
Work in process	178			149
Finished goods	2,278			2,200
Total inventories	$	3,064		$	2,955
Prepaid expenses and other current assets	782			747
Total current assets	$	7,888		$	9,733
Property, plant and equipment:
Land, buildings and improvements	1,021			1,041
Machinery and equipment	3,321			3,236
Total property, plant and equipment	$	4,342		$	4,277
Less accumulated depreciation	2,045			1,986
Property, plant and equipment, net	$	2,297		$	2,291
Goodwill	8,710			8,563
Other intangibles, net	4,240			4,163
Noncurrent deferred income tax assets	1,631			1,678
Other noncurrent assets	1,171			801
Total assets	$	25,937		$	27,229

Liabilities and shareholders' equity
Current liabilities
Accounts payable	$	619		$	646
Accrued compensation	531			917
Income taxes payable	154			158
Dividend payable	192			192
Accrued expenses and other liabilities	1,696			1,521
Current maturities of debt	521			1,373
Total current liabilities	$	3,713		$	4,807
Long-term debt, excluding current maturities	7,950			8,486
Income taxes	1,218			1,228
Other noncurrent liabilities	1,363			978
Total liabilities	$	14,244		$	15,499
Shareholders' equity
Common stock, $0.10 par value	37			37
Additional paid-in capital	1,538			1,559
Retained earnings	10,683			10,765
Accumulated other comprehensive loss	(565		)	(631		)
Total shareholders' equity	$	11,693		$	11,730
Total liabilities and shareholders' equity	$	25,937		$	27,229

See accompanying notes to Consolidated Financial Statements.



Dollar amounts are in millions except per share amounts or as otherwise specified.	2



STRYKER CORPORATION		2019 First Quarter Form 10-Q

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited)



	Three Months 2019					Three Months 2018
	Shares		Amount			Shares		Amount
Common stock
Beginning	374.4		$	37		374.4		$	37
Issuance of common stock under stock option and benefit plans	1.3		—			1.2		—
Repurchase of common stock	(1.9	)	—			(1.9	)	—
Ending	373.8		$	37		373.7		$	37
Additional paid-in capital
Beginning			$	1,559				$	1,496
Issuance of common stock under stock option and benefit plans			(48		)			(32		)
Repurchase of common stock			(8		)			(7		)
Share-based compensation			35					29
Ending			$	1,538				$	1,486
Retained earnings
Beginning			$	10,765				$	8,986
Cumulative effect of accounting changes			—					(759		)
Net earnings			412					443
Repurchase of common stock			(299		)			(293		)
Cash dividends declared			(195		)			(176		)
Ending			$	10,683				$	8,201
Accumulated other comprehensive (loss) income
Beginning			$	(631	)			$	(553	)
Other comprehensive income (loss)			66					43
Ending			$	(565	)			$	(510	)
Total Stryker shareholders' equity			$	11,693				$	9,214
Non-controlling interest
Beginning			$	—				$	14
Interest purchased			—					(6		)
Net earnings attributable to noncontrolling interest			—					—
Foreign currency exchange translation adjustment			—					1
Ending			$	—				$	9
Total shareholders' equity			$	11,693				$	9,223

See accompanying notes to Consolidated Financial Statements.



Dollar amounts are in millions except per share amounts or as otherwise specified.	3



STRYKER CORPORATION		2019 First Quarter Form 10-Q

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)



	Three Months
	2019			2018
Operating activities
Net earnings	$	412		$	443
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation	76			74
Amortization of intangible assets	114			102
Share-based compensation	35			29
Recall charges	13			4
Sale of inventory stepped-up to fair value at acquisition	24			3
Changes in operating assets and liabilities:
Accounts receivable	50			139
Inventories	(139		)	(144		)
Accounts payable	(12		)	33
Accrued expenses and other liabilities	(166		)	(306		)
Recall-related payments	(20		)	(28		)
Income taxes	9			48
Other, net	(83		)	(100		)
Net cash provided by operating activities	$	313		$	297
Investing activities
Acquisitions, net of cash acquired	(180		)	(704		)
Purchases of marketable securities	(20		)	(77		)
Proceeds from sales of marketable securities	19			53
Purchases of property, plant and equipment	(122		)	(121		)
Net cash used in investing activities	$	(303	)	$	(849	)
Financing activities
Proceeds and payments on short-term borrowings, net	(12		)	99
Proceeds from issuance of long-term debt	—			595
Payments on long-term debt	(1,341		)	—
Dividends paid	(195		)	(176		)
Repurchases of common stock	(307		)	(300		)
Cash paid for taxes from withheld shares	(97		)	(75		)
Payments to purchase noncontrolling interest	—			(5		)
Other financing, net	5			7
Net cash (used in) provided by financing activities	$	(1,947	)	$	145
Effect of exchange rate changes on cash and cash equivalents	(5		)	44
Change in cash and cash equivalents	$	(1,942	)	$	(363	)
Cash and cash equivalents at beginning of period	3,616			2,542
Cash and cash equivalents at end of period	$	1,674		$	2,179

See accompanying notes to Consolidated Financial Statements.



Dollar amounts are in millions except per share amounts or as otherwise specified.	4



STRYKER CORPORATION		2019 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 (the "Company," "we," us" or "our") on March 31, 2019 and the results of operations for the three months 2019. 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 2018.

Certain prior year amounts have been reclassified to conform with current year presentation in our Consolidated Statements of Cash Flows.

New Accounting Pronouncements Not Yet Adopted

We evaluate all Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB) for consideration of their applicability. ASUs not included in our disclosures were assessed and determined to be either not applicable or are not expected to have a material impact on our Consolidated Financial Statements.

In August 2018 the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal Use Software - Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which amends the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract to align with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The update is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. We are in the process of evaluating the impact on our Consolidated Financial Statements and the timing of adoption of this update.

Accounting Pronouncements Recently Adopted

On January 1, 2019 we adopted ASU 2016-02, Leases, and related amendments (ASC 842), which require lease assets and liabilities to be recorded on the balance sheet for leases with terms greater than twelve months. Refer to Note 6 for further information.

On January 1, 2019 we adopted ASU 2017-12, Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities, which amends and simplifies hedge accounting guidance, as well as improves presentation and disclosure to align the economic effects of risk management strategies in the financial statements. 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 2018.

We disaggregate our net sales by product line and geography 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
	2019		2018
Orthopaedics:
Knees	$	439	$	419
Hips	336		331
Trauma and Extremities	396		389
Other	79		77
	$	1,250	$	1,216
MedSurg:
Instruments	$	478	$	412
Endoscopy	470		444
Medical	531		511
Sustainability	65		60
	$	1,544	$	1,427
Neurotechnology and Spine:
Neurotechnology	$	465	$	410
Spine	257		188
	$	722	$	598
Total	$	3,516	$	3,241



Net Sales by Geography
	Three Months 2019				Three Months 2018
	United States		International		United States		International
Orthopaedics:
Knees	$	320	$	119	$	301	$	118
Hips	213		123		205		126
Trauma and Extremities	254		142		245		144
Other	63		16		63		14
	$	850	$	400	$	814	$	402
MedSurg:
Instruments	$	381	$	97	$	316	$	96
Endoscopy	376		94		349		95
Medical	416		115		381		130
Sustainability	64		1		60		—
	$	1,237	$	307	$	1,106	$	321
Neurotechnology and Spine:
Neurotechnology	$	297	$	168	$	256	$	154
Spine	195		62		138		50
	$	492	$	230	$	394	$	204
Total	$	2,579	$	937	$	2,314	$	927

Contract Assets and Liabilities

On March 31, 2019 there were no contract assets recorded on our Consolidated Balance Sheets.

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 $331 and $327 on March 31, 2019 and December 31, 2018.



Dollar amounts are in millions except per share amounts or as otherwise specified.	5



STRYKER CORPORATION		2019 First Quarter Form 10-Q

NOTE 3 - ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (AOCI)



Three Months 2019	Marketable Securities			Pension Plans			Hedges			Financial Statement Translation			Total
Beginning	$	(4	)	$	(137	)	$	50		$	(540	)	$	(631	)
OCI	1			(6		)	(19		)	94			70
Income taxes	—			1			6			(9		)	(2		)
Reclassifications to:
Cost of sales	—			—			(2		)	—			(2		)
Other expense	—			1			—			—			1
Income taxes	—			—			(1		)	—			(1		)
Net OCI	$	1		$	(4	)	$	(16	)	$	85		$	66
Ending	$	(3	)	$	(141	)	$	34		$	(455	)	$	(565	)



Three Months 2018	Marketable Securities			Pension Plans			Hedges			Financial Statement Translation			Total
Beginning	$	(4	)	$	(134	)	$	28		$	(443	)	$	(553	)
OCI	(1		)	(10		)	21			23			33
Income taxes	—			1			(5		)	12			8
Reclassifications to:
Cost of sales	—			—			(1		)	—			(1		)
Other expense	—			2			—			—			2
Income taxes	—			1			—			—			1
Net OCI	$	(1	)	$	(6	)	$	15		$	35		$	43
Ending	$	(5	)	$	(140	)	$	43		$	(408	)	$	(510	)

NOTE 4 - DERIVATIVE INSTRUMENTS

Foreign Currency Hedges

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 and cash flow. We do not enter into derivative instruments for speculative purposes. We have not changed our hedging strategies, accounting practices or objectives from those disclosed in our Annual Report on Form 10-K for 2018.



March 2019	Designated			Non-Designated			Total
Gross notional amount	$	844		$	4,529		$	5,373
Maximum term in days							586
Fair value:
Other current assets	$	8		$	100		$	108
Other noncurrent assets	—			16			16
Other current liabilities	(12		)	(5		)	(17		)
Other noncurrent liabilities	(1		)	—			(1		)
Total fair value	$	(5	)	$	111		$	106



December 2018	Designated			Non-Designated			Total
Gross notional amount	$	870		$	5,466		$	6,336
Maximum term in days							586
Fair value:
Other current assets	$	15		$	28		$	43
Other noncurrent assets	1			33			34
Other current liabilities	(5		)	(15		)	(20		)
Other noncurrent liabilities	—			—			—
Total fair value	$	11		$	46		$	57

On March 31, 2019 the total after tax amount in AOCI related to our designated net investment hedges was $11. We evaluate the effectiveness of our net investment hedges quarterly. We have not recognized any ineffectiveness in 2019.

We are exposed to 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.

Net Currency Exchange Rate Gains (Losses)



	Three Months
Recorded in:	2019			2018
Cost of sales	$	2		$	1
Other income (expense), net	(2		)	(2		)
Total	$	—		$	(1	)

Pretax gains (losses) on derivatives designated as hedges recorded in AOCI that are expected to be reclassified to earnings within 12 months of the balance sheet date are ($3) and $13 on March 31, 2019 and December 31, 2018. This reclassification is primarily due to the sale of inventory that includes previously hedged purchases. There were de minimis ineffective portions of derivatives, which are included in the table above.

Interest Rate Risk

On March 31, 2019 there are no open cash flow or fair value interest rate hedges.

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 2018.

There were no significant transfers into or out of any level in 2019.



Assets Measured at Fair Value	March		December
Assets Measured at Fair Value	2019		2018
Cash and cash equivalents	$	1,674	$	3,616
Trading marketable securities	132		118
Level 1 - Assets	$	1,806	$	3,734
Available-for-sale marketable securities:
Corporate and asset-backed debt securities	$	36	$	38
United States agency debt securities	10		11
United States Treasury debt securities	28		23
Certificates of deposit	10		11
Total available-for-sale marketable securities	$	84	$	83
Foreign currency exchange forward contracts	124		77
Level 2 - Assets	$	208	$	160
Total assets measured at fair value	$	2,014	$	3,894



Liabilities Measured at Fair Value	March			December
Liabilities Measured at Fair Value	2019			2018
Deferred compensation arrangements	$	132		$	118
Level 1 - Liabilities	$	132		$	118
Foreign currency exchange forward contracts	$	18		$	20
Level 2 - Liabilities	$	18		$	20
Contingent consideration:
Beginning	$	117		$	32
Additions	128			77
Change in estimate	—			15
Settlements	(1		)	(7		)
Ending	$	244		$	117
Level 3 - Liabilities	$	244		$	117
Total liabilities measured at fair value	$	394		$	255

On March 31, 2019 and December 31, 2018 the aggregate difference between the cost and fair value of available-for-sale marketable securities was nominal. Interest and marketable securities income recorded in other income (expense), net, was $39 and $23 in the three months 2019 and 2018.



Dollar amounts are in millions except per share amounts or as otherwise specified.	6



STRYKER CORPORATION		2019 First Quarter Form 10-Q

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. We do not consider these investments to be other-than-temporarily impaired on March 31, 2019. On March 31, 2019 the majority of our investments with unrealized losses that were not deemed to be other-than-temporarily impaired were in a continuous unrealized loss position for less than twelve months, and the losses were not material.



Securities in a Continuous Unrealized Loss Position
	Number of Investments	Fair Value
Corporate and asset-backed	29	$	13
United States agency	6	8
United States Treasury	13	12
Certificates of deposit	1	1
Total	49	$	34

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 that are more fully described below. The outcomes of these matters will generally not be known for prolonged periods of time. In certain of the legal proceedings, the claimants seek damages as well as other compensatory and equitable relief that could result in the payment of significant claims and settlements and/or the imposition of injunctions or other equitable relief. For legal matters for which management had sufficient information to reasonably estimate our future obligations, a liability representing management's best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within the range is not known, is recorded. The estimates are based on consultation with legal counsel, previous settlement experience and settlement strategies. If actual outcomes are less favorable than those estimated by management, additional expense may be incurred, which could unfavorably affect future operating results. We are self-insured for product liability 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 2010 we filed a lawsuit in federal court against Zimmer Biomet Holdings, Inc. (Zimmer), alleging that a Zimmer product infringed on three of our patents. In 2013 following a jury trial favorable to us, the trial judge entered a final judgment that, among other things, awarded us damages of $76 and ordered Zimmer to pay us enhanced damages. Zimmer appealed this ruling. In December 2014 the Federal Circuit affirmed the damages awarded to us, reversed the order for enhanced damages and remanded the issue of attorney fees to the trial court. In May 2015 the trial court entered a stipulated judgment that, among other things, required Zimmer to pay us the base amount of damages and interest, while the issues of enhanced damages and attorney fees continue to be pursued. In June 2015 we recorded a $54 gain, net of legal costs, which was recorded within selling, general and administrative expenses. On June 13, 2016 the United States Supreme Court vacated the decision of the Federal Circuit that reversed our judgment for enhanced damages and remanded the case to the Federal Circuit to reconsider the issue. On September 12, 2016 the Federal Circuit issued an opinion that, among other things, remanded the issue of enhanced damages to the trial court. On July 12, 2017 the trial court reaffirmed its award of enhanced damages and entered a judgment

of $164 in our favor. Zimmer appealed, and on December 10, 2018 the Federal Circuit affirmed the decision. Zimmer filed a petition on January 23, 2019 to seek a rehearing of this ruling by the entire Federal Circuit. On March 19, 2019 the Federal Circuit denied Zimmer’s petition for a rehearing. Zimmer conditionally paid us $167 while it considers its options for additional appeals. Zimmer's opportunity for further appeals expires on June 17, 2019.

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. 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. The specific terms of the settlement agreement, including the financial terms, are confidential.

We have incurred, and expect to incur in the future, costs associated with the settlement of these matters. Based on the information that has been received, we have estimated the remaining range of probable loss to resolve these matters globally to be approximately $250 to $470. We have recorded charges to earnings representing the 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 to entirely resolve these matters globally 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

We lease various manufacturing, warehousing and distribution facilities, administrative and sales offices as well as equipment under operating leases. We evaluate our contracts to identify leases, which is generally if there is an identified asset and we have the right to direct the use of and obtain substantially all of the economic benefit from the use of the identified asset. Certain of our lease agreements contain rent escalation clauses (including index-based escalations), rent holidays, capital improvement funding or other lease concessions. We recognize our minimum rental expense on a straight-line basis over the term of the lease beginning with the date of initial control of the asset. With the adoption of ASC 842 we recognized all leases with terms greater than twelve months in duration on our Consolidated Balance Sheets as right-of-use assets and lease liabilities of approximately $350 as of January 1, 2019. We adopted the standard using the prospective approach and did not retrospectively apply to prior periods. Right-of-use assets are recorded in Other noncurrent assets on our Consolidated Balance Sheets. Current and non-current lease liabilities are recorded in Accrued expenses and other liabilities and Other noncurrent liabilities, respectively, on our Consolidated Balance Sheets.



Dollar amounts are in millions except per share amounts or as otherwise specified.	7



STRYKER CORPORATION		2019 First Quarter Form 10-Q

We have made certain assumptions and judgments when applying ASC 842, the most significant of which are:


•	We elected the package of practical expedients available for transition which allow us to not reassess whether expired or existing contracts contain leases under the new definition of a lease, lease classification for expired or existing leases and whether previously capitalized initial direct costs would qualify for capitalization under ASC 842.


•	We did not elect to use hindsight when considering judgments and estimates such as assessments of lessee options to extend or terminate a lease or purchase the underlying asset.


•	For all asset classes, we elected to not recognize a right-of-use asset and lease liability for short-term leases.


•	For all asset classes, we elected to not separate non-lease components from lease components to which they relate and have accounted for the combined lease and non-lease components as a single lease component.


•	The determination of the discount rate used in a lease is our incremental borrowing rate which is based on what we would normally pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments.



Leases	March
	2019
Right-of-use assets	$	355
Lease liabilities, current	89
Lease liabilities, non-current	258

Other information
Weighted-average remaining lease term	5.5 years
Weighted-average discount rate	3.63		%


	Three Months 2019
Operating lease cost	$	34

NOTE 7 - ACQUISITIONS

We acquire stock in companies and various assets that continue to support our capital deployment and product development strategies. Cash paid for acquisitions, net of cash acquired, was $180 and $704 in the three months 2019 and 2018. Acquisition and integration related charges, including the amortization of inventory stepped up to fair value, was $138 and $17 in the three months 2019 and 2018.

In March 2019 we completed the acquisition of OrthoSpace, Ltd. for total cash consideration of $110 with future milestone payments of up to an additional $110. OrthoSpace is a medical device company specializing in orthopaedic biodegradable technology for the treatment of irreparable rotator cuff tears.

In November 2018 we completed the acquisition of K2M Group Holdings, Inc. (K2M) for $27.50 per share, or an aggregate purchase price of approximately $1,380. K2M is a global leader of complex spine and minimally invasive solutions focused on achieving three-dimensional Total Body Balance. K2M is part of our Spine business within Neurotechnology and Spine. Goodwill attributable to the acquisition is not deductible for tax purposes.

In February 2018 we completed the acquisition of Entellus Medical, Inc. (Entellus) for $24.00 per share, or an aggregate purchase price of $697, net of cash acquired. Entellus is focused on delivering superior patient and physician experiences through products designed for the minimally invasive treatment of various ear, nose and throat (ENT) disease states. Entellus is part of our Neurotechnology business within Neurotechnology and Spine.

Goodwill attributable to the acquisition is not deductible for tax purposes.

The purchase price allocation for K2M is preliminary and is based on estimates and assumptions that are subject to change within the measurement period. The purchase price allocation for the acquisition of Entellus was completed in the three months 2019.



Purchase Price Allocation of Acquired Net Assets
	2018
	K2M			Entellus
Tangible assets:
Accounts receivable	$	67		$	17
Inventory	136			14
Other assets	118			62
Contingent consideration	—			(79		)
Other liabilities	(247		)	(76		)
Intangible assets:
Customer relationship	34			33
Distributor relationship	1			—
Trade name	10			—
Developed technology and patents	473			261
Internally developed software	2			—
Goodwill	786			465
Purchase price, net of cash acquired	$	1,380		$	697
Weighted-average life of intangible assets	14			16



Estimated Amortization Expense
Remainder of 2019		2020		2021		2022		2023
$	333	$	422	$	409	$	401	$	381



Dollar amounts are in millions except per share amounts or as otherwise specified.	8



STRYKER CORPORATION		2019 First Quarter Form 10-Q

NOTE 8 - DEBT AND CREDIT FACILITIES

In January 2019 we repaid $500 of our senior unsecured notes with a coupon of 1.800% that were due on January 15, 2019. In March 2019 we repaid $750 of our senior unsecured notes with a coupon of 2.000% that were due on March 8, 2019. Our commercial paper program allows us to have a maximum of $1,500 in commercial paper outstanding with maturities up to 397 days from the date of issuance. On March 31, 2019 there were no amounts outstanding under our commercial paper program.

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, 2019.



Summary of Total Debt			March 2019		December 2018
Senior unsecured notes:
	Rate	Due
	1.800%	January 15, 2019	$	—	$	500
	2.000%	March 8, 2019	—		750
	4.375%	January 15, 2020	499		499
	Variable	November 30, 2020	338		343
	2.625%	March 15, 2021	748		747
	1.125%	November 30, 2023	618		627
	3.375%	May 15, 2024	585		584
	3.375%	November 1, 2025	746		746
	3.500%	March 15, 2026	990		990
	2.125%	November 30, 2027	840		853
	3.650%	March 7, 2028	595		595
	2.625%	November 30, 2030	722		733
	4.100%	April 1, 2043	391		391
	4.375%	May 15, 2044	395		395
	4.625%	March 15, 2046	980		980
Other			24		126
Total debt			$	8,471	$	9,859
Less current maturities of debt			521		1,373
Total long-term debt			$	7,950	$	8,486

Unamortized debt issuance costs			$	48	$	50
Available borrowing capacity			$	1,562	$	1,548
Fair value of senior unsecured notes			$	8,855	$	9,746

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 our debt is classified within Level 2 of the fair value hierarchy.

NOTE 9 - INCOME TAXES

Our effective tax rates were 14.2% and 18.3% in the three months 2019 and 2018. The decrease in the effective tax rate was primarily due to excess tax benefit from stock option exercises.

NOTE 10 - SEGMENT INFORMATION



	Three Months
	2019			2018
Orthopaedics	$	1,250		$	1,216
MedSurg	1,544			1,427
Neurotechnology and Spine	722			598
Net sales	$	3,516		$	3,241
Orthopaedics	$	437		$	429
MedSurg	377			301
Neurotechnology and Spine	199			178
Segment operating income	$	1,013		$	908
Items not allocated to segments:
Corporate and other	(132		)	(99		)
Acquisition and integration-related charges	(138		)	(17		)
Amortization of intangible assets	(114		)	(102		)
Restructuring-related charges	(56		)	(63		)
Medical device regulations	(7		)	—
Recall-related matters	(13		)	(4		)
Regulatory and legal matters	(25		)	(32		)
Consolidated operating income	$	528		$	591

There were no significant changes to total assets by segment from information provided in our Annual Report on Form 10-K for 2018.



Dollar amounts are in millions except per share amounts or as otherwise specified.	9



STRYKER CORPORATION		2019 First Quarter Form 10-Q



ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ABOUT STRYKER

Stryker Corporation ("we" or "our") 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 Orthopaedics, Medical and Surgical, and Neurotechnology and Spine that help improve patient and hospital outcomes.

We segregate our operations into three reportable business segments: Orthopaedics, MedSurg, and Neurotechnology and Spine. Orthopaedics products consist primarily of implants used in hip and knee joint replacements and trauma and extremities surgeries. MedSurg products include surgical equipment and surgical navigation systems (Instruments), endoscopic and communications systems (Endoscopy), patient handling, emergency medical equipment and intensive care disposable products (Medical), reprocessed and remanufactured medical devices (Sustainability) and other medical device products used in a variety of medical specialties. Neurotechnology and Spine products include neurosurgical, neurovascular and spinal implant devices.

Overview of the Three Months

In the three months 2019 we achieved sales growth of 8.5%. Excluding the impact of acquisitions sales grew 7.3% in constant currency. We reported operating income margin of 15.0%, net earnings of $412 and net earnings per diluted share of $1.09.

Excluding the impact of certain items, we expanded adjusted operating income margin 10 basis points to 25.1%, with adjusted net earnings⁽¹⁾ of $714 and growth of 11.9% in adjusted net earnings per diluted share⁽¹⁾.

Recent Developments

In the three months 2019 we completed two acquisitions for total cash consideration of $180 with future milestone payments due upon the achievement of certain clinical and sales milestones.

In the three months 2019 we repurchased 1.9 million shares of our common stock at a cost of $307 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, 2019.

⁽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
							Percent Net Sales				Percentage
	2019			2018			2019		2018		Change
Net sales	$	3,516		$	3,241		100.0	%	100.0	%	8.5	%
Gross profit	2,283			2,137			64.9		65.9		6.8
Research, development and engineering expenses	225			204			6.4		6.3		10.3
Selling, general and administrative expenses	1,403			1,236			39.9		38.1		13.5
Recall charges	13			4			0.4		0.1		225.0
Amortization of intangible assets	114			102			3.2		3.1		11.8
Other income (expense), net	(48		)	(49		)	(1.4	)	(1.5	)	(2.0	)
Income taxes	68			99							(31.3	)
Net earnings	$	412		$	443		11.7	%	13.7	%	(7.0	)%

Net earnings per diluted share	$	1.09		$	1.16						(6.0	)%
Adjusted net earnings per diluted share⁽¹⁾	$	1.88		$	1.68						11.9	%



Geographic and Segment Net Sales	Three Months
					Percentage Change
	2019		2018		As Reported		Constant Currency
Geographic:
United States	$	2,579	$	2,314	11.5	%	11.5	%
International	937		927		1.1		8.3
Total	$	3,516	$	3,241	8.5	%	10.6	%
Segment:
Orthopaedics	$	1,250	$	1,216	2.8	%	5.1	%
MedSurg	1,544		1,427		8.2		10.0
Neurotechnology and Spine	722		598		20.7		23.2
Total	$	3,516	$	3,241	8.5	%	10.6	%



Dollar amounts are in millions except per share amounts or as otherwise specified.	10



STRYKER CORPORATION		2019 First Quarter Form 10-Q



Supplemental Net Sales Growth Information
	Three Months
					Percentage Change
									United States		International
	2019		2018		As Reported		Constant Currency		As Reported		As Reported		Constant Currency
Orthopaedics:
Knees	$	439	$	419	4.9	%	7.0	%	6.6	%	0.5	%	8.1	%
Hips	336		331		1.5		4.1		4.0		(2.4	)	4.4
Trauma and Extremities	396		389		1.7		4.1		3.4		(1.2	)	5.4
Other	79		77		2.1		3.5		(0.3	)	12.5		21.4
	$	1,250	$	1,216	2.8	%	5.1	%	4.4	%	(0.6	)%	6.5	%
MedSurg:
Instruments	$	478	$	412	16.1	%	18.0	%	20.6	%	1.2	%	8.9	%
Endoscopy	470		444		5.7		7.5		7.5		(1.0	)	7.5
Medical	531		511		4.0		5.8		9.2		(11.2	)	(4.6	)
Sustainability	65		60		9.0		9.0		8.4		117.6		128.2
	$	1,544	$	1,427	8.2	%	10.0	%	11.9	%	(4.4	)%	3.1	%
Neurotechnology and Spine:
Neurotechnology	$	465	$	410	13.6	%	16.1	%	16.0	%	9.5	%	16.2	%
Spine	257		188		36.3		38.6		40.9		23.6		32.0
	$	722	$	598	20.7	%	23.2	%	24.7	%	12.9	%	20.1	%
Total	$	3,516	$	3,241	8.5	%	10.6	%	11.5	%	1.1	%	8.3	%

Consolidated Net Sales

Consolidated net sales increased 8.5% in the three months 2019 as reported and 10.6% in constant currency, as foreign currency exchange rates negatively impacted net sales by 2.1%. Excluding the 3.3% impact of acquisitions, net sales in constant currency increased by 8.7% from unit volume partially offset by 1.4% due to lower prices. The unit volume increase was primarily due to higher shipments of neurotechnology, instruments, knee, hip, medical and endoscopy products.

Orthopaedics Net Sales

Orthopaedics net sales increased 2.8% in the three months 2019 as reported and 5.1% in constant currency, as foreign currency exchange rates negatively impacted net sales by 2.3%. Net sales in constant currency increased by 7.1% from unit volume partially offset by 2.1% due to lower prices. The unit volume increase was primarily due to higher shipments of knee, hip and trauma and extremities products.

MedSurg Net Sales

MedSurg net sales increased 8.2% in the three months 2019 as reported and 10.0% in constant currency, as foreign currency exchange rates negatively impacted net sales by 1.8%. Excluding the 1.1% impact of acquisitions, net sales in constant currency increased by 9.9% from unit volume partially offset by 1.0% due to lower prices. The unit volume increase was primarily due to higher shipments of instruments, medical and endoscopy products.

Neurotechnology and Spine Net Sales

Neurotechnology and Spine net sales increased 20.7% in the three months 2019 as reported and 23.2% in constant currency, as foreign currency exchange rates negatively impacted net sales by 2.5%. Excluding the 15.4% impact of acquisitions, net sales in constant currency increased by 8.9% from unit volume partially offset by 1.1% due to lower prices. The unit volume increase was primarily due to higher shipments of neurotechnology products.

Gross Profit

Gross profit as a percentage of sales in the three months 2019 decreased to 64.9% from 65.9% in 2018. Excluding the impact of the items noted below, gross profit decreased to 65.8% of sales in the three months 2019 from 66.3% in 2018 primarily due to lower

selling prices and product mix, partially offset by increases due to leverage from higher sales volumes.



					Percent Net Sales
Three Months	2019		2018		2019		2018
Reported	$	2,283	$	2,137	64.9	%	65.9	%
Inventory stepped up to fair value	24		6		0.7		0.2
Restructuring-related and other charges	5		5		0.2		0.2
Medical device regulations	—		1		—		—
Adjusted	$	2,312	$	2,149	65.8	%	66.3	%

Research, Development and Engineering Expenses

Research, development and engineering expenses increased $21 or 10.3% to 6.4% of sales in the three months 2019 from 6.3% in 2018. Projects to develop new products, investments in new technologies and recent acquisitions contributed to the increased spending levels.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $167 or 13.5% in the three months 2019 and increased as a percentage of sales to 39.9% from 38.1% in 2018. Excluding the impact of the items noted below, expenses decreased to 34.5% of sales in 2019 from 35.0% in 2018, primarily due to leverage from higher sales volumes, continued focus on our operating expense improvement initiatives, partially offset by the leverage from recent acquisitions.



							Percent Net Sales
Three Months	2019			2018			2019		2018
Reported	$	1,403		$	1,236		39.9	%	38.1	%
Other acquisition and integration-related	(114		)	(11		)	(3.2	)	(0.3	)
Restructuring-related and other charges	(52		)	(58		)	(1.5	)	(1.8	)
Regulatory and legal matters	(25		)	(32		)	(0.7	)	(1.0	)
Adjusted	$	1,212		$	1,135		34.5	%	35.0	%

Recall Charges

Recall charges were $13 and $4 in the three months 2019 and 2018. Charges were primarily due to the previously disclosed Rejuvenate and ABGII Modular-Neck hip stems and LFIT V40 femoral head voluntary recalls. Refer to Note 6 to our Consolidated Financial Statements for further information.



Dollar amounts are in millions except per share amounts or as otherwise specified.	11



STRYKER CORPORATION		2019 First Quarter Form 10-Q

Amortization of Intangible Assets

Amortization of intangible assets was $114 and $102 in the three months 2019 and 2018. The increase in 2019 was primarily due to our recent acquisitions. Refer to Note 7 to our Consolidated Financial Statements for further information.

Operating Income

Operating Income decreased $63 or 10.7% to 15.0% of net sales in the three months 2019 from 18.2% in 2018. Excluding the impact of the items noted below, operating income increased to 25.1% of sales in 2019 from 25.0% in 2018 primarily due to leverage from higher sales volumes, continued focus on our operating expense improvement initiatives, partially offset by lower selling prices.



					Percent Net Sales
Three Months	2019		2018		2019		2018
Reported	$	528	$	591	15.0	%	18.2	%
Inventory stepped up to fair value	24		6		0.7		0.2
Other acquisition and integration-related	114		11		3.2		0.4
Amortization of purchased intangible assets	114		102		3.2		3.2
Restructuring-related and other charges	56		63		1.6		1.9
Medical device regulations	7		1		0.2		—
Recall-related matters	13		4		0.4		0.1
Regulatory and legal matters	25		32		0.8		1.0
Adjusted	$	881	$	810	25.1	%	25.0	%

Other Income (Expense), Net

Other income (expense), net was ($48) and ($49) in the three months 2019 and 2018. The decrease in 2019 was primarily due to an increase in interest income due to higher interest rates partially offset by higher interest expense due to higher interest rates.

Income Taxes

The effective tax rates were 14.2% and 18.3% in the three months 2019 and 2018. The decrease in the effective tax rate in 2019 was primarily due to excess tax benefit from stock option exercises.

Net Earnings

Net earnings decreased to $412 or $1.09 per diluted share in the three months 2019 from $443 or $1.16 per diluted share in 2018. Adjusted net earnings per diluted share⁽¹⁾ increased 11.9% to $1.88 in 2019 from $1.68 in 2018. The impact of foreign currency exchange rates was to decrease net earnings per diluted share by approximately $0.06 in 2019 and increase net earnings per diluted share by approximately $0.02 in 2018.



					Percent Net Sales
Three Months	2019		2018		2019		2018
Reported	$	412	$	443	11.7	%	13.7	%
Inventory stepped up to fair value	19		4		0.5		0.1
Other acquisition and integration-related	88		9		2.5		0.3
Amortization of purchased intangible assets	91		83		2.6		2.6
Restructuring-related and other charges	50		50		1.5		1.6
Medical device regulations	6		1		0.2		—
Recall-related matters	10		3		0.3		0.1
Regulatory and legal matters	19		24		0.5		0.7
Tax matters	19		21		0.5		0.6
Adjusted	$	714	$	638	20.3	%	19.7	%

⁽¹⁾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 amortization of intangible assets; adjusted operating income; 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 and acquisitions, which affect the comparability and trend of sales. Percentage organic sales growth is calculated by translating current year results at prior year average foreign currency exchange rates excluding the impact of acquisitions. 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. 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 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, weather-related asset 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 medical device reporting regulations and other requirements of the European Union and China regulations for medical devices.


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, amortization of intangible assets, operating income, effective



Dollar amounts are in millions except per share amounts or as otherwise specified.	12



STRYKER CORPORATION		2019 First Quarter Form 10-Q

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.



Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measures
Three Months 2019	Gross Profit			Selling, General & Administrative Expenses			Amortization of Intangible Assets			Operating Income			Net Earnings			Effective Tax Rate		Diluted EPS
Reported	$	2,283		$	1,403		$	114		$	528		$	412		14.2	%	$	1.09
Reported percent net sales	64.9		%	39.9		%	3.2		%	15.0		%	11.7		%
Acquisition and integration-related charges:
Inventory stepped up to fair value	24			—			—			24			19			0.3		0.05
Other acquisition and integration-related	—			(114		)	—			114			88			2.0		0.23
Amortization of purchased intangible assets	—			—			(114		)	114			91			1.3		0.24
Restructuring-related and other charges	5			(52		)	—			56			50			(0.3	)	0.13
Medical device regulations	—			—			—			7			6			0.1		0.01
Recall-related matters	—			—			—			13			10			0.3		0.03
Regulatory and legal matters	—			(25		)	—			25			19			0.4		0.05
Tax matters	—			—			—			—			19			(3.9	)	0.05
Adjusted	$	2,312		$	1,212		$	—		$	881		$	714		14.4	%	$	1.88
Adjusted percent net sales	65.8		%	34.5		%	—		%	25.1		%	20.3		%



Three Months 2018	Gross Profit			Selling, General & Administrative Expenses			Amortization of Intangible Assets			Operating Income			Net Earnings			Effective Tax Rate		Diluted EPS
Reported	$	2,137		$	1,236		$	102		$	591		$	443		18.3	%	$	1.16
Reported percent net sales	65.9		%	38.1		%	3.1		%	18.2		%	13.7		%
Acquisition and integration-related charges:
Inventory stepped up to fair value	6			—			—			6			4			0.2		0.01
Other acquisition and integration-related	—			(11		)	—			11			9			—		0.02
Amortization of purchased intangible assets	—			—			(102		)	102			83			0.4		0.22
Restructuring-related and other charges	5			(58		)	—			63			50			0.5		0.13
Medical device regulations	1			—			—			1			1			—		—
Recall-related matters	—			—			—			4			3			0.1		0.01
Regulatory and legal matters	—			(32		)	—			32			24			0.5		0.07
Tax matters	—			—			—			—			21			(3.9	)	0.06
Adjusted	$	2,149		$	1,135		$	—		$	810		$	638		16.1	%	$	1.68
Adjusted percent net sales	66.3		%	35.0		%	—		%	25.0		%	19.7		%

FINANCIAL CONDITION AND LIQUIDITY



Three Months	2019			2018
Net cash provided by operating activities	$	313		$	297
Net cash used in investing activities	(303		)	(849		)
Net cash (used in) provided by financing activities	(1,947		)	145
Effect of exchange rate changes on cash and cash equivalents	(5		)	44
Change in cash and cash equivalents	$	(1,942	)	$	(363	)

Operating Activities

Cash provided by operating activities was $313 and $297 in the three months 2019 and 2018. The increase was primarily due to the receipt of cash related to a prospective legal settlement partially offset by lower earnings. Refer to Note 6 to our Consolidated Financial Statements for further information.

Investing Activities

Cash used in investing activities was $303 and $849 in the three months 2019 and 2018. The decrease in cash used was primarily due to decreased payments for acquisitions in 2019.

Financing Activities

Cash (used in) provided by financing activities was ($1,947) and $145 in the three months 2019 and 2018. The increase in cash used was primarily driven by the repayment of $1,341 of debt upon maturity in 2019, $307 of repurchases of common stock and $195 of dividend payments.



Three Months	2019		2018
Total dividends paid to common shareholders	$	195	$	176
Total amount paid to repurchase common stock	$	307	$	300
Shares of repurchased common stock (in millions)	1.9		1.9

Liquidity

Cash, cash equivalents and marketable securities were $1,758 and $3,699 on March 31, 2019 and December 31, 2018. Current assets exceeded current liabilities by $4,175 and $4,926 on March 31, 2019 and December 31, 2018. 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 2018



Dollar amounts are in millions except per share amounts or as otherwise specified.	13



STRYKER CORPORATION		2019 First Quarter Form 10-Q

and may continue to do so from time to time. We continue to have strong investment-grade short-term and long-term debt ratings that we believe should enable us to refinance our debt as needed.

Our cash, cash equivalents and marketable securities held in locations outside the United States was approximately 47% on March 31, 2019 compared to 25% on December 31, 2018. We intend to use this cash to expand operations organically and through acquisitions.

Critical Accounting Policies

There were no changes to our critical accounting policies from those disclosed in our Annual Report on Form 10-K for 2018.

New Accounting Pronouncements Not Yet Adopted

Refer to Note 1 to our Consolidated Financial Statements for information.

Guarantees and Other Off-Balance Sheet Arrangements

We do not have guarantees or other off-balance sheet financing arrangements, including variable interest entities, of a magnitude that we believe could have a material impact on our financial condition or liquidity.

OTHER MATTERS

Legal and Regulatory Matters

We are involved in various ongoing proceedings, legal actions and claims arising in the normal course of our business, including proceedings related to product, labor, intellectual property and other matters. Refer to Note 6 to our Consolidated Financial Statements for further information.

FORWARD-LOOKING STATEMENTS

This report contains statements referring to us that are not historical facts and are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which are intended to take advantage of the "safe harbor" provisions of the Reform Act, are based on current projections about operations, industry conditions, financial condition and liquidity. Words that identify forward-looking statements include words such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "goal," "strategy" and words and terms of similar substance used in connection with any discussion of future operating or financial performance, an acquisition or our businesses. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Those statements are not guarantees and are subject to risks, uncertainties and assumptions that are difficult to predict. 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 2018. 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 2018.



ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We consider our greatest potential area of market risk exposure to be exchange rate risk. 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 2018. 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 March 31, 2019. Based on that evaluation, the Certifying Officers concluded the Company's disclosure controls and procedures were effective as of March 31, 2019.

Changes in Internal Control Over Financial Reporting

There was no change to our internal control over financial reporting during the three months 2019 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION



ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We issued 6,779 shares of our common stock in the three months 2019 as performance incentive awards to employees. These shares were not registered under the Securities Act of 1933 based on the conclusion that the awards would not be events of sale within the meaning of Section 2(a)(3) of the Act.

In March 2015 we announced that our Board of Directors had authorized us to purchase up to $2,000 of our common stock. The manner, timing and amount of repurchases are determined by management based on an evaluation of market conditions, stock price, and other factors and are subject to regulatory considerations. Purchases are made from time to time in the open market, in privately negotiated transactions or otherwise.

In 2019 we repurchased 1.9 million shares of our common stock at a cost of $307 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, 2019.



	Total Number of Shares (in millions)
2019 Period	Total Number of Shares Purchased	Purchased as Part of Public Announced Plans	Average Price Paid Per Share		Approximate Dollar Value of Shares that may yet be Purchased Under the Plans
January	1.9	1.9	$	161.35	$	1,033
February	—	—	—		1,033
March	—	—	—		$	1,033
Total	1.9	1.9	$	161.35



Dollar amounts are in millions except per share amounts or as otherwise specified.	14



STRYKER CORPORATION		2019 First Quarter Form 10-Q



ITEM 6.	EXHIBITS



10(i)	Transition and Retention Agreement between Stryker Corporation and Michael Hutchinson, dated March 25, 2019 - Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K dated March 27, 2019 (Commission File No. 001-13149)
31(i)*	Certification of Principal Executive Officer of Stryker Corporation pursuant to Rule 13a-14(a)
31(ii)*	Certification of Principal Financial Officer of Stryker Corporation pursuant to Rule 13a-14(a)
32(i)*	Certification by Principal Executive Officer of Stryker Corporation pursuant to 18 U.S.C. Section 1350
32(ii)*	Certification by Principal Financial Officer of Stryker Corporation pursuant to 18 U.S.C. Section 1350
101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.DEF	XBRL Definition Linkbase Document
101.LAB	XBRL Label Linkbase Document
101.PRE	XBRL Presentation Linkbase Document
	† Filed with this Form 10-Q
	* Furnished with this Form 10-Q



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STRYKER CORPORATION		2019 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.



		STRYKER CORPORATION
		(Registrant)


Date:	April 24, 2019	/s/ KEVIN A. LOBO
		Kevin A. Lobo
		Chairman and Chief Executive Officer


Date:	April 24, 2019	/s/ GLENN S. BOEHNLEIN
		Glenn S. Boehnlein
		Vice President, Chief Financial Officer



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