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STRYKER CORP - Quarter Report: 2020 September (Form 10-Q)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-13149
syk-20200930_g1.jpg
STRYKER CORPORATION
(Exact name of registrant as specified in its charter)
Michigan38-1239739
(State of incorporation)(I.R.S. Employer Identification No.)
2825 Airview Boulevard Kalamazoo,Michigan49002
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.10 Par ValueSYKNew York Stock Exchange
1.125% Notes due 2023SYK23New York Stock Exchange
0.250% Notes due 2024SYK24ANew York Stock Exchange
2.125% Notes due 2027SYK27New York Stock Exchange
0.750% Notes due 2029SYK29New York Stock Exchange
2.625% Notes due 2030SYK30New York Stock Exchange
1.000% Notes due 2031SYK31New York Stock Exchange
Floating Rate Notes due 2020SYK20ANew 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 375,790,657 shares of Common Stock, $0.10 par value, on September 30, 2020.

STRYKER CORPORATION2020 Third Quarter Form 10-Q
PART I – FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS
Stryker Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
Three MonthsNine Months
2020201920202019
Net sales$3,737 $3,587 $10,089 $10,753 
Cost of sales1,276 1,257 3,749 3,760 
Gross profit$2,461 $2,330 $6,340 $6,993 
Research, development and engineering expenses242 246 729 717 
Selling, general and administrative expenses1,244 1,291 3,799 3,976 
Recall charges49 (4)179 
Amortization of intangible assets114 116 342 352 
Total operating expenses$1,602 $1,702 $4,866 $5,224 
Operating income$859 $628 $1,474 $1,769 
Other income (expense), net(79)(47)(191)(143)
Earnings before income taxes$780 $581 $1,283 $1,626 
Income taxes159 115 252 268 
Net earnings$621 $466 $1,031 $1,358 
Net earnings per share of common stock:
Basic$1.66 $1.24 $2.75 $3.63 
Diluted$1.63 $1.23 $2.71 $3.58 
Weighted-average shares outstanding (in millions):
Basic375.7 374.2 375.3 373.8 
Effect of dilutive employee stock compensation4.5 6.1 4.7 6.0 
Diluted380.2 380.3 380.0 379.8 
Cash dividends declared per share of common stock$0.575 $0.52 $1.725 $1.56 
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 MonthsNine Months
2020201920202019
Net earnings$621 $466 $1,031 $1,358 
Other comprehensive income (loss), net of tax:
Marketable securities— — — 
Pension plans(6)13 (14)
Unrealized gains (losses) on designated hedges(2)(15)(58)(28)
Financial statement translation(194)79 (239)103 
Total other comprehensive income (loss), net of tax$(202)$77 $(311)$78 
Comprehensive income$419 $543 $720 $1,436 

See accompanying notes to Consolidated Financial Statements.
Dollar amounts are in millions except per share amounts or as otherwise specified.
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STRYKER CORPORATION2020 Third Quarter Form 10-Q
CONSOLIDATED BALANCE SHEETS
September 30December 31
20202019
(Unaudited)
Assets
Current assets
Cash and cash equivalents$7,083 $4,337 
Marketable securities78 88 
Accounts receivable, less allowance of $125 ($88 in 2019)2,426 2,893 
Inventories:
Materials and supplies751 677 
Work in process174 178 
Finished goods2,534 2,427 
Total inventories$3,459 $3,282 
Prepaid expenses and other current assets499 760 
Total current assets$13,545 $11,360 
Property, plant and equipment:
Land, buildings and improvements1,443 1,263 
Machinery and equipment3,396 3,451 
Total property, plant and equipment$4,839 $4,714 
Less accumulated depreciation2,310 2,147 
Property, plant and equipment, net$2,529 $2,567 
Goodwill9,128 9,069 
Other intangibles, net3,917 4,227 
Noncurrent deferred income tax assets1,627 1,575 
Other noncurrent assets1,540 1,369 
Total assets$32,286 $30,167 
Liabilities and shareholders' equity
Current liabilities
Accounts payable$647 $675 
Accrued compensation680 955 
Income taxes261 171 
Dividends payable216 213 
Accrued expenses and other liabilities1,766 1,527 
Current maturities of debt1,119 859 
Total current liabilities$4,689 $4,400 
Long-term debt, excluding current maturities12,008 10,231 
Income taxes999 1,068 
Other noncurrent liabilities1,604 1,661 
Total liabilities$19,300 $17,360 
Shareholders' equity
Common stock, $0.10 par value38 37 
Additional paid-in capital1,736 1,628 
Retained earnings12,129 11,748 
Accumulated other comprehensive loss(917)(606)
Total shareholders' equity$12,986 $12,807 
Total liabilities and shareholders' equity$32,286 $30,167 

See accompanying notes to Consolidated Financial Statements.
Dollar amounts are in millions except per share amounts or as otherwise specified.
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STRYKER CORPORATION2020 Third Quarter Form 10-Q
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)
Three MonthsNine Months
2020201920202019
Common stock shares outstanding (in millions)
Beginning375.6 374.1 374.5 374.4 
Issuance of common stock under stock compensation and benefit plans0.2 0.3 1.3 1.9 
Repurchase of common stock— — — (1.9)
Ending375.8 374.4 375.8 374.4 
Common stock
Beginning$38 $37 $37 $37 
Issuance of common stock under stock compensation and benefit plans— — — 
Ending$38 $37 $38 $37 
Additional paid-in capital
Beginning$1,706 $1,569 $1,628 $1,559 
Issuance of common stock under stock compensation and benefit plans(8)(7)(53)
Repurchase of common stock— — — (8)
Share-based compensation29 32 115 95 
Ending$1,736 $1,593 $1,736 $1,593 
Retained earnings
Beginning$11,725 $10,967 $11,748 $10,765 
Net earnings621 466 1,031 1,358 
Repurchase of common stock— — — (299)
Cash dividends declared(217)(195)(650)(586)
Ending$12,129 $11,238 $12,129 $11,238 
Accumulated other comprehensive income (loss)
Beginning$(715)$(630)$(606)$(631)
Other comprehensive income (loss)(202)77 (311)78 
Ending$(917)$(553)$(917)$(553)
Total Stryker shareholders' equity$12,986 $12,315 $12,986 $12,315 
Non-controlling interest— — — — 
Total shareholders' equity$12,986 $12,315 $12,986 $12,315 

See accompanying notes to Consolidated Financial Statements.
Dollar amounts are in millions except per share amounts or as otherwise specified.
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STRYKER CORPORATION2020 Third Quarter Form 10-Q
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months
20202019
Operating activities
Net earnings$1,031 $1,358 
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation247 231 
Amortization of intangible assets342 352 
Asset impairments161 
Share-based compensation115 95 
Recall charges(4)179 
Sale of inventory stepped-up to fair value at acquisition55 
Changes in operating assets and liabilities:
Accounts receivable467 (124)
Inventories(154)(414)
Accounts payable(26)37 
Accrued expenses and other liabilities(184)64 
Recall-related payments(13)(172)
Income taxes(94)
Other, net44 (113)
Net cash provided by operating activities$2,040 $1,456 
Investing activities
Acquisitions, net of cash acquired(26)(281)
Purchases of marketable securities(34)(57)
Proceeds from sales of marketable securities44 52 
Purchases of property, plant and equipment(322)(450)
Other investing, net(11)— 
Net cash used in investing activities$(349)$(736)
Financing activities
Proceeds (payments) on short-term borrowings, net(7)
Proceeds from issuance of long-term debt2,293 — 
Payments on long-term debt(500)(1,341)
Dividends paid(647)(585)
Repurchases of common stock— (307)
Cash paid for taxes from withheld shares(79)(130)
Other financing, net(24)10 
Net cash provided by (used in) financing activities$1,046 $(2,360)
Effect of exchange rate changes on cash and cash equivalents(28)
Change in cash and cash equivalents$2,746 $(1,668)
Cash and cash equivalents at beginning of period4,337 3,616 
Cash and cash equivalents at end of period$7,083 $1,948 

See accompanying notes to Consolidated Financial Statements.
Dollar amounts are in millions except per share amounts or as otherwise specified.
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STRYKER CORPORATION2020 Third Quarter Form 10-Q
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 1 - BASIS OF PRESENTATION
General Information
Management believes the accompanying unaudited Consolidated Financial Statements contain all adjustments, including normal recurring items, considered necessary to fairly present the financial position of Stryker Corporation and its consolidated subsidiaries ("Stryker," the "Company," "we," us" or "our") on September 30, 2020 and the results of operations for the three and nine months 2020. 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 2019.
Certain prior year amounts have been reclassified to conform with current year presentation of segment results.
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.
Accounting Pronouncements Recently Adopted
On January 1, 2020 we adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses for accounts receivables, loans and other financial instruments. 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 2019.
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 MonthsNine Months
2020201920202019
Orthopaedics:
Knees$435 $426 $1,108 $1,305 
Hips334 332 866 1,011 
Trauma and Extremities430 407 1,152 1,197 
Other118 97 307 272 
$1,317 $1,262 $3,433 $3,785 
MedSurg:
Instruments$467 $452 $1,308 $1,417 
Endoscopy467 474 1,238 1,424 
Medical600 554 1,819 1,627 
Sustainability66 72 181 212 
$1,600 $1,552 $4,546 $4,680 
Neurotechnology and Spine:
Neurotechnology$518 $490 $1,370 $1,443 
Spine302 283 740 845 
$820 $773 $2,110 $2,288 
Total$3,737 $3,587 $10,089 $10,753 
Net Sales by Geography
Three Months 2020Three Months 2019
United StatesInternationalUnited StatesInternational
Orthopaedics:
Knees$332 $103 $318 $108 
Hips223 111 211 121 
Trauma and Extremities285 145 262 145 
Other97 21 81 16 
$937 $380 $872 $390 
MedSurg:
Instruments$369 $98 $357 $95 
Endoscopy380 87 377 97 
Medical455 145 442 112 
Sustainability65 71 
$1,269 $331 $1,247 $305 
Neurotechnology and Spine:
Neurotechnology$323 $195 $316 $174 
Spine219 83 209 74 
$542 $278 $525 $248 
Total$2,748 $989 $2,644 $943 
Net Sales by Geography
Nine Months 2020Nine Months 2019
United StatesInternationalUnited StatesInternational
Orthopaedics:
Knees$833 $275 $962 $343 
Hips564 302 643 368 
Trauma and Extremities753 399 768 429 
Other262 45 223 49 
$2,412 $1,021 $2,596 $1,189 
MedSurg:
Instruments$1,028 $280 $1,121 $296 
Endoscopy997 241 1,136 288 
Medical1,363 456 1,288 339 
Sustainability179 210 
$3,567 $979 $3,755 $925 
Neurotechnology and Spine:
Neurotechnology$835 $535 $929 $514 
Spine543 197 638 207 
$1,378 $732 $1,567 $721 
Total$7,357 $2,732 $7,918 $2,835 
Contract Assets and Liabilities
On September 30, 2020 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 $389 and $313 on September 30, 2020 and December 31, 2019.
Dollar amounts are in millions except per share amounts or as otherwise specified.
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STRYKER CORPORATION2020 Third Quarter Form 10-Q
NOTE 3 - ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (AOCI)
Three Months 2020Marketable SecuritiesPension PlansHedgesFinancial Statement TranslationTotal
Beginning$(3)$(187)$(9)$(516)$(715)
OCI — (11)(248)(257)
Income taxes— (1)59 61 
Reclassifications to:
Cost of sales— — (3)— (3)
Other (income) expense— (1)(7)(6)
Income taxes— — 
Net OCI$— $(6)$(2)$(194)$(202)
Ending$(3)$(193)$(11)$(710)$(917)
Three Months 2019Marketable SecuritiesPension PlansHedgesFinancial Statement TranslationTotal
Beginning$(3)$(148)$37 $(516)$(630)
OCI — 11 (18)116 109 
Income taxes— 10 (32)(21)
Reclassifications to:
Cost of sales— — (2)— (2)
Other (income) expense— — (7)(6)
Income taxes— — (5)(3)
Net OCI$— $13 $(15)$79 $77 
Ending$(3)$(135)$22 $(437)$(553)
Nine Months 2020Marketable SecuritiesPension PlansHedgesFinancial Statement TranslationTotal
Beginning$(3)$(179)$47 $(471)$(606)
OCI — (25)(70)(285)(380)
Income taxes— 18 61 84 
Reclassifications to:
Cost of sales— — (3)— (3)
Other (income) expense— (4)(20)(16)
Income taxes— (2)
Net OCI$— $(14)$(58)$(239)$(311)
Ending$(3)$(193)$(11)$(710)$(917)
Nine Months 2019Marketable SecuritiesPension PlansHedgesFinancial Statement TranslationTotal
Beginning$(4)$(137)$50 $(540)$(631)
OCI (5)(34)144 106 
Income taxes— 18 (36)(14)
Reclassifications to:
Cost of sales— — (4)— (4)
Other (income) expense— — (7)(3)
Income taxes— (1)(8)(7)
Net OCI$$$(28)$103 $78 
Ending$(3)$(135)$22 $(437)$(553)
NOTE 4 - DERIVATIVE INSTRUMENTS
We use operational and economic hedges, foreign currency exchange forward contracts, net investment hedges (both derivative and non-derivative financial instruments) and interest rate derivative instruments to manage the impact of currency exchange and interest rate fluctuations on earnings, cash flow and equity. We do not enter into derivative instruments for speculative purposes. We are exposed to potential credit loss in the event of nonperformance by our counterparties on our outstanding derivative instruments but do not anticipate nonperformance by any of our counterparties. Should a counterparty default, our maximum loss exposure is the asset balance of the instrument. We have not changed our hedging
strategies, accounting practices or objectives from those disclosed in our Annual Report on Form 10-K for 2019.
Foreign Currency Hedges
September 2020Cash FlowNet InvestmentNon-DesignatedTotal
Gross notional amount$824 $1,169 $5,619 $7,612 
Maximum term in days1372
Fair value:
Other current assets$10 $— $13 $23 
Other noncurrent assets43 — 44 
Other current liabilities(6)— (97)(103)
Other noncurrent liabilities(2)— — (2)
Total fair value$3 $43 $(84)$(38)
December 2019Cash FlowNet InvestmentNon-DesignatedTotal
Gross notional amount$801 $1,113 $6,174 $8,088 
Maximum term in days1646
Fair value:
Other current assets$$— $180 $185 
Other noncurrent assets40 — 41 
Other current liabilities(10)— (11)(21)
Other noncurrent liabilities(2)— — (2)
Total fair value$(6)$40 $169 $203 
In December 2019 and November 2018 we designated the issuance of €2,400 and €2,250 of senior unsecured notes 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 September 30, 2020 the total after tax gain (loss) amount in AOCI related to these designated net investment hedges was ($179).
In July 2019 we entered into €1.0 billion in certain forward currency contracts and designated these as net investment hedges to hedge a portion of our investments in certain of our entities with functional currencies denominated in Euros.
Net Currency Exchange Rate Gains (Losses)
Three MonthsNine Months
Derivative instrumentRecorded in:2020201920202019
Cash FlowCost of sales$$$$
Net InvestmentOther income (expense), net20 
Non-DesignatedOther income (expense), net(3)(6)(12)(10)
Total$7 $3 $11 $1 
Pretax gains (losses) on derivatives designated as cash flow of $6 and net investment hedges of $27 recorded in AOCI are expected to be reclassified to cost of sales and other income (expense) in earnings within 12 months as of September 30, 2020. 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
In conjunction with our offerings of senior unsecured notes in December 2019 and June 2020 we terminated cash flow hedges with gross notional amounts of €600 and $500 designated as
Dollar amounts are in millions except per share amounts or as otherwise specified.
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STRYKER CORPORATION2020 Third Quarter Form 10-Q
forward starting interest rate swaps of our interest rates, the impact of which will be recognized over time within interest expense. Pretax gains recorded in AOCI related to closed interest rate hedges of $6 are expected to be reclassified to other income (expense) in earnings within 12 months of September 30, 2020.
On September 30, 2020 we had interest rate swap agreements with notional amounts of $750 designated as forward starting interest rate swaps in anticipation of future debt issuances. Pretax losses of $66 were recorded in AOCI as of September 30, 2020. Upon the probable issuance of the debt, these amounts will be released to interest expense over the term of the debt. The cash flow effect of these 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 2019.
There were no significant transfers into or out of any level in 2020.
Assets Measured at Fair Value
SeptemberDecember
20202019
Cash and cash equivalents$7,083 $4,337 
Trading marketable securities154 149 
Level 1 - Assets$7,237 $4,486 
Available-for-sale marketable securities:
Corporate and asset-backed debt securities$37 $32 
United States agency debt securities
United States Treasury debt securities34 49 
Certificates of deposit
Total available-for-sale marketable securities$78 $88 
Foreign currency exchange forward contracts67 226 
Interest rate swap asset— 17 
Level 2 - Assets$145 $331 
Total assets measured at fair value$7,382 $4,817 
Liabilities Measured at Fair Value
SeptemberDecember
20202019
Deferred compensation arrangements$154 $149 
Level 1 - Liabilities$154 $149 
Foreign currency exchange forward contracts$105 $23 
Interest rate swap liability65 — 
Level 2 - Liabilities$170 $23 
Contingent consideration:
Beginning$306 $117 
Additions298 
Change in estimate(10)
Settlements(30)(99)
Ending$287 $306 
Level 3 - Liabilities$287 $306 
Total liabilities measured at fair value$611 $478 
Fair Value of Available for Sale Securities by Maturity
September 2020December 2019
Due in one year or less$40 $50 
Due after one year through three years$38 $38 
On September 30, 2020 and December 31, 2019 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 $19 and $36 in the three months and $84 and $109 in the nine months 2020 and 2019.
Our investments in available-for-sale marketable securities had a minimum credit quality rating of A2 (Moody's), A (Standard & Poor's) and A (Fitch). We do not plan to sell the investments, and it is not more likely than not that we will be required to sell the
investments before recovery of their amortized cost basis, which may be maturity.
NOTE 6 - CONTINGENCIES AND COMMITMENTS
We are involved in various ongoing proceedings, legal actions and claims arising in the normal course of business, including proceedings related to product, labor, intellectual property and other matters, the most significant of which are more fully described below. The outcomes of these matters will generally not be known for prolonged periods of time. In certain of the legal proceedings, the claimants seek damages as well as other compensatory and equitable relief that could result in the payment of significant claims and settlements and/or the imposition of injunctions or other equitable relief. For legal matters for which management had sufficient information to reasonably estimate our future obligations, a liability representing management's best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within the range is not known, is recorded. The estimates are based on consultation with legal counsel, previous settlement experience and settlement strategies. If actual outcomes are less 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.
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. 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 defense and settlement of these matters. Based on the information that has been received, we have estimated the remaining range of probable loss related to these matters globally to be approximately $280 to $515. 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 related to these matters may be materially different than the amount of our current estimate and
Dollar amounts are in millions except per share amounts or as otherwise specified.
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STRYKER CORPORATION2020 Third Quarter Form 10-Q
accruals and could have a material adverse effect on our results of operations and cash flows.
Leases
SeptemberDecember
20202019
Right-of-use assets $401 $384 
Lease liabilities, current $100 $86 
Lease liabilities, non-current $310 $301 
Other information
Weighted-average remaining lease term 5.5 years6.2 years
Weighted-average discount rate2.87 %3.34 %
Three MonthsNine Months
2020201920202019
Operating lease cost$27 34 94 102 
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 $26 and $446 in the nine months 2020 and 2019.
In October 2019 we completed the acquisition of Mobius Imaging and Cardan Robotics for net cash consideration of $360 and future regulatory and commercial milestone payments of up to $130. Mobius Imaging is a leader in point-of-care imaging technology focused on integrating advanced imaging technologies into medical workflow. Cardan Robotics is working to develop innovative robotics and navigation technology systems for surgical and interventional radiology procedures. Mobius Imaging and Cardan Robotics (Mobius) are part of our Spine business within Neurotechnology and Spine. For income tax purposes the acquisition was treated as an asset purchase. Goodwill attributable to the acquisition is deductible for tax purposes.
In March 2019 we completed the acquisition of OrthoSpace, Ltd. (OrthoSpace) for net cash consideration of $110 and future regulatory milestone payments of up to $110. OrthoSpace is a medical device company specializing in orthopaedic biodegradable technology for the treatment of irreparable rotator cuff tears. OrthoSpace is part of our Endoscopy business within MedSurg. Goodwill attributable to the acquisition is not deductible for tax purposes.
In November 2019 we announced a definitive agreement to acquire all of the issued and outstanding ordinary shares of Wright Medical Group N.V. (Wright) for $30.75 per share, or an aggregate purchase price of approximately $5.4 billion (including convertible notes). Pursuant to the agreement, on December 13, 2019 our wholly owned subsidiary, Stryker B.V., commenced a tender offer to purchase all of the outstanding ordinary shares, par value €0.03 per share, of Wright at a price of $30.75 per share, without interest, but subject to any applicable withholding of taxes. We expect the acquisition to close in the fourth quarter of 2020, subject to the expiration of the waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of other required approvals and clearances under applicable antitrust laws and other customary conditions. Wright is a global medical device company focused on extremities and biologics. Following closing, we plan to integrate Wright into our Trauma and Extremities business within Orthopaedics.
Purchase price allocations for our significant acquisitions are:
Purchase Price Allocation of Acquired Net Assets
2019
MobiusOrthoSpace
Tangible assets:
Accounts receivable$$
Inventory
Other assets
Contingent consideration(4)— 
Other liabilities(10)(29)
Intangible assets:
Customer relationship— 
Developed technology and patents59 120 
In-process research and development98 — 
Non-compete agreements— 
Goodwill303 114 
Purchase price, net of cash acquired$473 $208 
Weighted-average life of intangible assets1218
The purchase price allocation for Mobius is based on preliminary valuations, primarily related to intangible assets that are subject to change within the measurement period. The purchase price allocation for OrthoSpace was finalized in 2020.
Estimated Amortization Expense
Remainder of 20202021202220232024
$115 $446 $436 $421 $390 
NOTE 8 - DEBT AND CREDIT FACILITIES
We have lines of credit issued by various financial institutions that are available to fund our day-to-day operating needs. Certain of our credit facilities require us to comply with financial and other covenants. We were in compliance with all covenants on September 30, 2020.
Our commercial paper program allows us to have a maximum of $1,500 in commercial paper outstanding with maturities up to 397 days from the date of issuance. On September 30, 2020 there were no amounts outstanding under our commercial paper program.
Summary of Total DebtSeptember 2020December 2019
Senior unsecured notes:
RateDue
4.375%January 15, 2020$— $500 
VariableNovember 30, 2020351 333 
2.625%March 15, 2021750 749 
1.125%November 30, 2023640 609 
3.375%May 15, 2024590 587 
0.250%December 3, 2024987 938 
1.150%June 15, 2025644 — 
3.375%November 1, 2025747 746 
3.500%March 15, 2026992 991 
2.125%November 30, 2027871 829 
3.650%March 7, 2028596 596 
0.750%March 1, 2029929 884 
1.950%June 15, 2030988 — 
2.625%November 30, 2030749 712 
1.000%December 3, 2031865 823 
4.100%April 1, 2043392 391 
4.375%May 15, 2044395 395 
4.625%March 15, 2046981 981 
2.900%June 15, 2050641 — 
Other19 26 
Total debt$13,127 $11,090 
Less current maturities of debt1,119 859 
Total long-term debt$12,008 $10,231 
Dollar amounts are in millions except per share amounts or as otherwise specified.
8

STRYKER CORPORATION2020 Third Quarter Form 10-Q
September 2020December 2019
Unamortized debt issuance costs$71 $58 
Available secured borrowing capacity$2,904 $1,403 
Fair value of senior unsecured notes$14,366 $11,910 
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.
In January 2020 we repaid $500 of senior unsecured notes with a coupon of 4.375% that were due on January 15, 2020.
On April 30, 2020 we amended our primary credit facility. The principal change was to increase the leverage ratio financial covenant from 3.5:1 to 4.5:1 at the end of each fiscal quarter ending on or prior to June 30, 2021.
On April 30, 2020 we entered into a credit agreement that provides for up to $1,500 of borrowings in United States Dollars pursuant to a 364-day revolving credit facility, which matures on April 29, 2021 and is available for working capital and general corporate purposes.
In June 2020 we issued $650 of senior unsecured notes with a fixed interest rate of 1.150% due on June 15, 2025, $1,000 of senior unsecured notes with a fixed interest rate of 1.950% due on June 15, 2030 and $650 of senior unsecured notes with a fixed interest rate of 2.900% due on June 15, 2050. The 2025 and 2030 notes are subject to a special mandatory redemption feature in which we will be required to redeem the notes in whole at a price equal to 101% of the aggregate principal amount plus accrued and unpaid interest if we do not consummate the Wright tender offer on or before February 4, 2021.
NOTE 9 - INCOME TAXES
Our effective tax rates were 20.4% and 19.8% in the three months and 19.6% and 16.5% in the nine months 2020 and 2019. The changes in the effective tax rates were primarily due to a change in geographic profit mix in the three months and a favorable audit settlement recorded in 2019 in the nine months.
In March 2020 the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") was signed into law in the United States. We do not expect the provisions of the CARES Act to have a material impact on our annual effective tax rate or Consolidated Financial Statements in 2020.
NOTE 10 - SEGMENT INFORMATION
Three MonthsNine Months
2020201920202019
Orthopaedics$1,317 $1,262 $3,433 $3,785 
MedSurg1,600 1,552 4,546 4,680 
Neurotechnology and Spine820 773 2,110 2,288 
Net sales$3,737 $3,587 $10,089 $10,753 
Orthopaedics$472 $437 $1,027 $1,322 
MedSurg451 394 1,085 1,179 
Neurotechnology and Spine228 199 513 608 
Segment operating income$1,151 $1,030 $2,625 $3,109 
Items not allocated to segments:
Corporate and other
(104)(117)(371)(371)
Acquisition and integration-related charges
(29)(32)(85)(223)
Amortization of intangible assets
(114)(116)(342)(352)
Restructuring-related and other charges
(29)(48)(292)(146)
Medical device regulations
(14)(15)(60)(34)
Recall-related matters
(2)(49)(179)
Regulatory and legal matters
— (25)(5)(35)
Consolidated operating income$859 $628 $1,474 $1,769 
There were no significant changes to total assets by segment from information provided in our Annual Report on Form 10-K for 2019.
NOTE 11 - ASSET IMPAIRMENTS
The significant negative impact the COVID-19 pandemic has had on Stryker’s operations and financial results has led to the decision to suspend certain in-process investments resulting in charges of $189 to impair certain long-lived assets (primarily the portion of our investment in a new global ERP system that was in-process of being developed for future deployment) and product line and other exit costs in the second quarter of 2020. These charges were included in cost of sales and selling, general and administrative expenses.
Dollar amounts are in millions except per share amounts or as otherwise specified.
9

STRYKER CORPORATION2020 Third Quarter Form 10-Q
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ABOUT STRYKER
Stryker is one of the world's leading medical technology companies and, together with our customers, we are driven to make healthcare better. We offer innovative products and services in 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.
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 deferrable medical procedures. Deferrable medical procedures were suspended in the first quarter of 2020 in many of the markets where our products are marketed and sold, which negatively affected our business, cash flows, financial condition and results of operations. While we have seen progressive improvement in the second and third quarters, to the extent individuals are required to continue to de-prioritize or delay deferrable procedures as a result of the COVID-19 pandemic or otherwise, our business, cash flows, financial condition and results of operations could be negatively affected.
Overview of the Three and Nine Months
The response to the COVID-19 pandemic has included unprecedented measures to slow the spread of the virus taken by
local governments and health care authorities globally, including the postponement of deferrable medical procedures and social contact restrictions, which have had, and we expect will continue to have, a significant negative impact on Stryker’s operations and financial results. While we are still recovering from the impacts of the COVID-19 pandemic, most of our businesses reported overall increased unit volume during the third quarter.
In the three months 2020 we achieved sales growth of 4.2%. Excluding the impact of acquisitions sales grew 3.3% in constant currency. We reported operating income margin of 23.0%, net earnings of $621 and net earnings per diluted share of $1.63. Excluding the impact of certain items, we expanded adjusted operating income margin(1) by 260 bps to 28.0%, with adjusted net earnings(1) of $812 and growth of 12.0% in adjusted net earnings per diluted share(1).
In the nine months 2020 we experienced sales declines of 6.2%. Excluding the impact of acquisitions sales decreased 6.3% in constant currency. We reported operating income margin of 14.6%, net earnings of $1,031 and net earnings per diluted share of $2.71, including $170 of charges related to certain in-process asset impairments (primarily the portion of our investment in a new global ERP system that was in-process of being developed for future deployment) and product line and other exit costs resulting from our decision to suspend certain investments due to pandemic-related constraints. Excluding the impact of certain items, adjusted operating income margin(1) was 22.3%, with adjusted net earnings(1) of $1,756 and a reduction of 19.9% in adjusted net earnings per diluted share(1).
Recent Developments
In January 2020 we repaid $500 of our senior unsecured notes with a coupon of 4.375% that were due on January 15, 2020. In June 2020 we issued $650 of senior unsecured notes with a fixed interest rate of 1.150% due on June 15, 2025, $1,000 of senior unsecured notes with a fixed interest rate of 1.950% due on June 15, 2030 and $650 of senior unsecured notes with a fixed interest rate of 2.900% due on June 15, 2050. Refer to Note 8 to our Consolidated Financial Statements for further Information.
In the nine months 2020 we did not repurchase any shares of our common stock under our authorized repurchase program. The total dollar value of shares of our common stock that could be acquired under our authorized repurchase program was $1,033 as of September 30, 2020. As previously announced we intend to maintain the suspension of our share repurchase program through 2021.

(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 CORPORATION2020 Third Quarter Form 10-Q
CONSOLIDATED RESULTS OF OPERATIONS
Three MonthsNine Months
Percent Net SalesPercentagePercent Net SalesPercentage
2020201920202019Change2020201920202019Change
Net sales$3,737 $3,587 100.0 %100.0 %4.2 %$10,089 $10,753 100.0 %100.0 %(6.2)%
Gross profit2,461 2,330 65.9 65.0 5.6 6,340 6,993 62.8 65.0 (9.3)
Research, development and engineering expenses242 246 6.5 6.9 (1.6)729 717 7.2 6.7 1.7 
Selling, general and administrative expenses1,244 1,291 33.3 36.0 (3.6)3,799 3,976 37.7 37.0 (4.5)
Recall charges49 0.1 1.4 (95.9)(4)179 — 1.7 nm
Amortization of intangible assets114 116 3.1 3.2 (1.7)342 352 3.4 3.3 (2.8)
Other income (expense), net(79)(47)(2.1)(1.3)68.1 (191)(143)(1.9)(1.3)33.6 
Income taxes159 115 nmnm38.3 252 268 nmnm(6.0)
Net earnings$621 $466 16.6 %13.0 %33.3 %$1,031 $1,358 10.2 %12.6 %(24.1)%
Net earnings per diluted share$1.63 $1.23 32.5 %$2.71 $3.58 (24.3)%
Adjusted net earnings per diluted share(1)
$2.14 $1.91 12.0 %$4.62 $5.77 (19.9)%

nm - not meaningful
Geographic and Segment Net SalesThree MonthsNine Months
Percentage ChangePercentage Change
20202019As ReportedConstant
Currency
20202019As ReportedConstant
Currency
Geographic:
United States$2,748 $2,644 3.9 %3.9 %$7,357 $7,918 (7.1)%(7.1)%
International989 943 5.0 3.3 2,732 2,835 (3.6)(2.1)
Total$3,737 $3,587 4.2 %3.8 %$10,089 $10,753 (6.2)%(5.8)%
Segment:
Orthopaedics$1,317 $1,262 4.4 %3.8 %$3,433 $3,785 (9.3)%(9.0)%
MedSurg1,600 1,552 3.2 2.9 4,546 4,680 (2.9)(2.4)
Neurotechnology and Spine820 773 6.0 5.5 2,110 2,288 (7.8)(7.4)
Total$3,737 $3,587 4.2 %3.8 %$10,089 $10,753 (6.2)%(5.8)%
Supplemental Net Sales Growth Information
Three MonthsNine Months
Percentage ChangePercentage Change
United StatesInternationalUnited StatesInternational
20202019As ReportedConstant CurrencyAs ReportedAs ReportedConstant Currency20202019As ReportedConstant CurrencyAs ReportedAs ReportedConstant Currency
Orthopaedics:
Knees$435 $426 2.2 %1.7 %4.6 %(4.8)%(6.9)%$1,108 $1,305 (15.1)%(14.8)%(13.4)%(19.8)%(18.8)%
Hips334 332 0.4 (0.1)5.3 (8.2)(9.7)866 1,011 (14.4)(13.9)(12.3)(18.1)(16.8)
Trauma and Extremities430 407 5.6 4.7 9.0 (0.5)(3.0)1,152 1,197 (3.8)(3.5)(1.9)(7.1)(6.4)
Other118 97 22.5 22.2 20.0 34.9 33.0 307 272 13.0 13.1 17.5 (7.5)(6.7)
$1,317 $1,262 4.4 %3.8 %7.5 %(2.6)%(4.7)%$3,433 $3,785 (9.3)%(9.0)%(7.1)%(14.2)%(13.2)%
MedSurg:
Instruments$467 $452 3.4 %3.1 %3.1 %4.7 %2.9 %$1,308 $1,417 (7.7)%(7.4)%(8.4)%(5.1)%(3.5)%
Endoscopy467 474 (1.3)(1.5)1.0 (10.1)(11.0)1,238 1,424 (13.0)(12.7)(12.2)(16.4)(14.8)
Medical600 554 8.3 8.0 3.0 29.0 27.8 1,819 1,627 11.8 12.6 5.8 34.6 38.8 
Sustainability66 72 (8.7)(8.7)(8.9)nmnm181 212 (14.7)(14.7)(14.7)nmnm
$1,600 $1,552 3.2 %2.9 %1.7 %8.9 %7.6 %$4,546 $4,680 (2.9)%(2.4)%(5.0)%5.9 %8.4 %
Neurotechnology and Spine:
Neurotechnology$518 $490 5.7 %5.1 %1.9 %12.6 %11.1 %$1,370 $1,443 (5.1)%(4.7)%(10.2)%4.2 %5.3 %
Spine302 283 6.6 6.1 4.9 11.3 9.6 740 845 (12.4)(12.1)(14.8)(4.9)(3.9)
$820 $773 6.0 %5.5 %3.1 %12.2 %10.6 %$2,110 $2,288 (7.8)%(7.4)%(12.1)%1.6 %2.6 %
Total $3,737 $3,587 4.2 %3.8 %3.9 %5.0 %3.3 %$10,089 $10,753 (6.2)%(5.8)%(7.1)%(3.6)%(2.1)%
Consolidated Net Sales
Consolidated net sales increased 4.2% in the three months 2020 as reported and 3.8% in constant currency, as foreign currency exchange rates positively impacted net sales by 0.4%. Excluding the 0.5% impact of acquisitions, net sales in constant currency increased by 4.7% from increased unit volume partially offset by 1.4% due to lower prices. The unit volume increase was primarily due to higher shipments of knee, hip, medical, instruments, neurotechnology and spine products.
Consolidated net sales in the nine months 2020 were significantly negatively impacted by the global response to the COVID-19
pandemic. Consolidated net sales decreased 6.2% in the nine months 2020 as reported and 5.8% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.4%. Excluding the 0.5% impact of acquisitions, net sales in constant currency decreased by 5.6% from decreased unit volume and 0.7% due to lower prices. The unit volume decrease was primarily due to lower shipments of knee, hip, instruments, endoscopy, neurotechnology and spine products partially offset by higher shipments of medical products.
Dollar amounts are in millions except per share amounts or as otherwise specified.
11

STRYKER CORPORATION2020 Third Quarter Form 10-Q
Orthopaedics Net Sales
Orthopaedics net sales increased 4.4% in the three months 2020 as reported and 3.8% in constant currency, as foreign currency exchange rates positively impacted net sales by 0.6%. Net sales in constant currency increased 5.9% from increased unit volume partially offset by 2.1% from lower prices. The unit volume increase was primarily due to higher shipments of knee, hip and trauma and extremities products.
Orthopaedics net sales decreased 9.3% in the nine months 2020 as reported and 9.0% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.3%. Net sales in constant currency decreased due to the postponement of deferrable medical procedures as part of the global response to the COVID-19 pandemic with 7.4% from lower unit volume and 1.6% from lower prices. The unit volume decrease was primarily due to lower shipments of knee and hip products.
MedSurg Net Sales
MedSurg net sales increased 3.2% in the three months 2020 as reported and 2.9% in constant currency, as foreign currency exchange rates positively impacted net sales by 0.3%. Excluding the 0.4% impact of acquisitions, net sales in constant currency increased by 3.1% from increased unit volume partially offset by 0.6% due to lower prices. The unit volume increase was primarily due to higher shipments of instruments and medical products partially offset by lower shipments of sustainability solutions products.
MedSurg net sales decreased 2.9% in the nine months 2020 as reported and 2.4% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.5%. Excluding the 0.5% impact of acquisitions, net sales in constant currency decreased by 2.9% from lower unit volume. The unit volume decrease was primarily due to lower shipments of instruments, endoscopy and sustainability solutions products partially offset by higher shipments of medical products.
Neurotechnology and Spine Net Sales
Neurotechnology and Spine net sales increased 6.0% in the three months 2020 as reported and 5.5% in constant currency, as foreign currency exchange rates positively impacted net sales by 0.5%. Excluding the 1.2% impact of acquisitions, net sales in constant currency increased by 6.0% from increased unit volume partially offset by 1.7% due to lower prices. The unit volume increase was due to higher shipments of neurotechnology and spine products.
Neurotechnology and Spine net sales decreased 7.8% in the nine months 2020 as reported and 7.4% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.4%. Excluding the 1.2% impact of acquisitions, net sales in constant currency decreased by 8.2% from decreased unit volume and 0.4% due to lower prices. The unit volume decrease was due to lower shipments of neurotechnology and spine products.
Gross Profit
Gross profit as a percentage of sales in the three months 2020 increased to 65.9% from 65.0% in 2019. Excluding the impact of the items noted below, gross profit increased to 65.9% of sales in the three months 2020 from 65.7% in 2019 primarily due to leverage from higher sales volumes partially offset by lower selling prices.
Gross profit was significantly negatively impacted by the global response to the COVID-19 pandemic in the nine months 2020, decreasing as a percentage of sales to 62.8% from 65.0% in 2019. Excluding the impact of the items noted below, gross profit
decreased to 63.3% of sales in the nine months 2020 from 65.7% in 2019 primarily due to lower sales volumes, lower selling prices, lower manufacturing volumes and unfavorable product mix due to the postponement of deferrable medical procedures as part of the global response to the COVID-19 pandemic.
Percent Net Sales
Three Months2020201920202019
Reported$2,461 $2,330 65.9 %65.0 %
Inventory stepped-up to fair value— 17 — 0.4 
Restructuring-related and other charges— 10 — 0.3 
Medical device regulations— — — — 
Adjusted$2,461 $2,357 65.9 %65.7 %
Percent Net Sales
Nine Months2020201920202019
Reported$6,340 $6,993 62.8 %65.0 %
Inventory stepped-up to fair value55 0.1 0.5 
Restructuring-related and other charges36 21 0.4 0.2 
Medical device regulations— — 
Adjusted$6,386 $7,070 63.3 %65.7 %
Research, Development and Engineering Expenses
Research, development and engineering expenses decreased $4 or 1.6% in the three months 2020 and decreased as a percentage of sales to 6.5% from 6.9% in 2019. Excluding the impact of the items noted below, expenses decreased to 6.1% of sales in 2020 from 6.5% in 2019. Overall spending levels decreased due to continued operating expense savings actions in response to the COVID-19 pandemic.
Research, development and engineering expenses increased $12 or 1.7% to 7.2% of sales in the nine months 2020 from 6.7% in 2019. Excluding the impact of the items noted below, expenses increased to 6.6% of sales in 2020 from 6.4% in 2019. Projects to develop new products, investments in new technologies, integration of recent acquisitions and the impact of lower sales contributed to the increase partially offset by operating expense savings actions in response to the COVID-19 pandemic that will continue to drive lower spending in the remainder of the year.
Percent Net Sales
Three Months2020201920202019
Reported$242 $246 6.5 %6.9 %
Medical device regulations(13)(15)(0.4)(0.4)
Adjusted$229 $231 6.1 %6.5 %
Percent Net Sales
Nine Months2020201920202019
Reported$729 $717 7.2 %6.7 %
Medical device regulations(59)(33)(0.6)(0.3)
Adjusted$670 $684 6.6 %6.4 %
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased $47 or 3.6% in the three months 2020 and decreased as a percentage of sales to 33.3% from 36.0% in 2019. Excluding the impact of the items noted below, expenses decreased to 31.7% of sales in 2020 from 33.8% in 2019, primarily due to operating expense savings actions taken in response to the COVID-19 pandemic partially offset by the impact of higher sales volumes.
Selling, general and administrative expenses decreased $177 or 4.5% in the nine months 2020 and increased as a percentage of sales to 37.7% from 37.0% in 2019 and included charges related to certain in-process asset impairments (primarily the portion of our investment in a new global ERP system that was in-process of being developed for future deployment) and other exit costs resulting from our decision to suspend certain investments due to pandemic-related constraints. Excluding the impact of the items
Dollar amounts are in millions except per share amounts or as otherwise specified.
12

STRYKER CORPORATION2020 Third Quarter Form 10-Q
noted below, expenses increased to 34.3% of sales in 2020 from 33.9% in 2019, primarily due to the impact of lower sales volumes partially offset by operating expense savings actions taken in response to the COVID-19 pandemic that will continue to drive lower spending in the remainder of the year.
Percent Net Sales
Three Months2020201920202019
Reported$1,244 $1,291 33.3 %36.0 %
Other acquisition and integration-related(29)(15)(0.8)(0.4)
Restructuring-related and other charges(29)(37)(0.8)(1.1)
Regulatory and legal matters— (25)— (0.7)
Adjusted$1,186 $1,214 31.7 %33.8 %
Percent Net Sales
Nine Months2020201920202019
Reported$3,799 $3,976 37.7 %37.0 %
Other acquisition and integration-related(76)(168)(0.8)(1.6)
Restructuring-related and other charges(256)(125)(2.6)(1.2)
Regulatory and legal matters(5)(35)— (0.3)
Adjusted$3,462 $3,648 34.3 %33.9 %
Recall Charges
Recall charges were minimal in the three and nine months 2020 and were $49 and $179 in the three and nine months 2019. 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.
Amortization of Intangible Assets
Amortization of intangible assets was $114 and $116 in the three months and $342 and $352 in the nine months 2020 and 2019. The decrease in 2020 was primarily due to decreased acquisition activity in 2020. Refer to Note 7 to our Consolidated Financial Statements for further information.
Operating Income
Operating income increased $231 or 36.8% to 23.0% of sales in the three months 2020 from 17.5% of sales in 2019. Excluding the impact of the items noted below, operating income increased to 28.0% of sales in 2020 from 25.4% in 2019 primarily due to leverage from higher sales volumes and continued focus on our operating expense savings actions partially offset by lower selling prices.
Operating income was significantly negatively impacted by the global response to the COVID-19 pandemic in the nine months 2020. Operating income decreased $295 or 16.7% to 14.6% of sales in the nine months 2020 from 16.5% in 2019. Excluding the impact of the items noted below, operating income decreased to 22.3% of sales in 2020 from 25.5% in 2019 primarily due to unfavorable business mix and the impact of lower sales volumes from the postponement of deferrable medical procedures as part of the global response to the COVID-19 pandemic partially offset by continued focus on our operating expense savings actions that will continue to drive lower spending in the remainder of the year.
Percent Net Sales
Three Months2020201920202019
Reported$859 $628 23.0 %17.5 %
Inventory stepped-up to fair value— 17 — 0.5 
Other acquisition and integration-related29 15 0.7 0.4 
Amortization of purchased intangible assets114 116 3.1 3.2 
Restructuring-related and other charges29 48 0.7 1.3 
Medical device regulations14 15 0.4 0.4 
Recall-related matters49 0.1 1.4 
Regulatory and legal matters— 25 — 0.7 
Adjusted$1,047 $913 28.0 %25.4 %
Percent Net Sales
Nine Months2020201920202019
Reported$1,474 $1,769 14.6 %16.5 %
Inventory stepped-up to fair value55 0.1 0.5 
Other acquisition and integration-related76 168 0.8 1.6 
Amortization of purchased intangible assets342 352 3.3 3.2 
Restructuring-related and other charges292 146 2.9 1.4 
Medical device regulations60 34 0.6 0.3 
Recall-related matters(4)179 — 1.7 
Regulatory and legal matters35 — 0.3 
Adjusted$2,254 $2,738 22.3 %25.5 %
Other Income (Expense), Net
Other income (expense), net was ($79) and ($47) in the three months and ($191) and ($143) in the nine months 2020 and 2019. The increase in net expense in 2020 was primarily due to increased interest expense driven by the additional debt from the bond offerings completed in December 2019 and June 2020.
Income Taxes
Our effective tax rates were 20.4% and 19.8% in the three months and 19.6% and 16.5% in the nine months 2020 and 2019. The changes in the effective tax rates were primarily due to a change in geographic profit mix in the three months and a favorable audit settlement recorded in 2019 in the nine months.
In March 2020 the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") was signed into law in the United States. We do not expect the provisions of the CARES Act to have a material impact on our annual effective tax rate or Consolidated Financial Statements in 2020.
Net Earnings
Net earnings increased to $621 or $1.63 per diluted share in the three months 2020 from net earnings of $466 or $1.23 per diluted share in 2019. Adjusted net earnings per diluted share(1) increased 12.0% to $2.14 in 2020 from $1.91 in 2019. The impact of foreign currency exchange rates increased net earnings per diluted share by approximately $0.01 in 2020 and reduced net earnings per diluted share by approximately $0.02 in 2019.
Earnings were significantly negatively impacted by the global response to the COVID-19 pandemic in the nine months 2020. Net earnings decreased to $1,031 or $2.71 per diluted share in the nine months 2020 from $1,358 or $3.58 per diluted share in 2019. Adjusted net earnings per diluted share(1) decreased 19.9% to $4.62 in 2020 from $5.77 in 2019. The impact of foreign currency exchange rates reduced net earnings per diluted share by approximately $0.01 in 2020 and $0.12 in 2019.
Percent Net Sales
Three Months2020201920202019
Reported$621 $466 16.6 %13.0 %
Inventory stepped-up to fair value— 13 — 0.4 
Other acquisition and integration-related24 0.6 0.2 
Amortization of purchased intangible assets93 105 2.5 2.8 
Restructuring-related and other charges26 40 0.7 1.1 
Medical device regulations11 13 0.3 0.4 
Recall-related matters28 0.1 0.8 
Regulatory and legal matters— 14 — 0.4 
Tax matters35 38 0.9 1.1 
Adjusted$812 $725 21.7 %20.2 %
Dollar amounts are in millions except per share amounts or as otherwise specified.
13

STRYKER CORPORATION2020 Third Quarter Form 10-Q
Percent Net Sales
Nine Months2020201920202019
Reported$1,031 $1,358 10.2 %12.6 %
Inventory stepped-up to fair value42 0.1 0.4 
Other acquisition and integration-related60 126 0.6 1.2 
Amortization of purchased intangible assets277 294 2.6 2.8 
Restructuring-related and other charges238 122 2.4 1.1 
Medical device regulations47 28 0.5 0.3 
Recall-related matters(2)144 — 1.3 
Regulatory and legal matters19 0.1 0.2 
Tax matters93 58 0.9 0.5 
Adjusted$1,756 $2,191 17.4 %20.4 %
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; 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, certain long-lived 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, 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.
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STRYKER CORPORATION2020 Third Quarter Form 10-Q
Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measures
Three Months 2020Gross ProfitSelling, General & Administrative ExpensesResearch, Development & Engineering ExpensesOperating IncomeOther income (expense), netNet EarningsEffective
Tax Rate
Diluted EPS
Reported$2,461 $1,244 $242 $859 $(79)$621 20.4 %$1.63 
Reported percent net sales65.9 %33.3 %6.5 %23.0 %(2.1)%16.6 %
Acquisition and integration-related charges:
Inventory stepped-up to fair value— — — — — — — — 
Other acquisition and integration-related— (29)— 29 — 24 0.1 0.07 
Amortization of purchased intangible assets— — — 114 — 93 0.4 0.25 
Restructuring-related and other charges— (29)— 29 — 26 (0.1)0.06 
Medical device regulations— — (13)14 — 11 0.1 0.03 
Recall-related matters— — — — (0.2)0.01 
Regulatory and legal matters— — — — — — — — 
Tax matters— — — — — 35 (4.6)0.09 
Adjusted$2,461 $1,186 $229 $1,047 $(79)$812 16.1 %$2.14 
Adjusted percent net sales65.9 %31.7 %6.1 %28.0 %(2.1)%21.7 %
Three Months 2019Gross ProfitSelling, General & Administrative ExpensesResearch, Development & Engineering ExpensesOperating IncomeOther income (expense), netNet EarningsEffective
Tax Rate
Diluted EPS
Reported$2,330 $1,291 $246 $628 $(47)$466 19.8 %$1.23 
Reported percent net sales65.0 %36.0 %6.9 %17.5 %(1.3)%13.0 %
Acquisition and integration-related charges:
Inventory stepped-up to fair value17 — — 17 — 13 0.2 0.03 
Other acquisition and integration-related— (15)— 15 — 0.6 0.02 
Amortization of purchased intangible assets— — — 116 — 105 (1.5)0.28 
Restructuring-related and other charges10 (37)— 48 — 40 0.1 0.11 
Medical device regulations— — (15)15 — 13 — 0.03 
Recall-related matters— — — 49 — 28 2.2 0.07 
Regulatory and legal matters— (25)— 25 — 14 1.2 0.04 
Tax matters— — — — — 38 (6.5)0.10 
Adjusted$2,357 $1,214 $231 $913 $(47)$725 16.1 %$1.91 
Adjusted percent net sales65.7 %33.8 %6.5 %25.4 %(1.3)%20.2 %
Nine Months 2020Gross ProfitSelling, General & Administrative ExpensesResearch, Development & Engineering ExpensesOperating IncomeOther income (expense), netNet EarningsEffective
Tax Rate
Diluted EPS
Reported$6,340 $3,799 $729 $1,474 $(191)$1,031 19.6 %$2.71 
Reported percent net sales62.8 %37.7 %7.2 %14.6 %(1.9)%10.2 %
Acquisition and integration-related charges:
Inventory stepped-up to fair value— — — 0.1 0.02 
Other acquisition and integration-related— (76)— 76 — 60 0.4 0.16 
Amortization of purchased intangible assets— — — 342 — 277 1.0 0.73 
Restructuring-related and other charges36 (256)— 292 — 238 0.8 0.62 
Medical device regulations— (59)60 — 47 0.3 0.12 
Recall-related matters— — — (4)— (2)(0.2)— 
Regulatory and legal matters— (5)— — (0.2)0.02 
Tax matters— — — — 93 (6.6)0.24 
Adjusted$6,386 $3,462 $670 $2,254 $(184)$1,756 15.2 %$4.62 
Adjusted percent net sales63.3 %34.3 %6.6 %22.3 %(1.8)%17.4 %
Nine Months 2019Gross ProfitSelling, General & Administrative ExpensesResearch, Development & Engineering ExpensesOperating IncomeOther income (expense), netNet EarningsEffective
Tax Rate
Diluted EPS
Reported$6,993 $3,976 $717 $1,769 $(143)$1,358 16.5 %$3.58 
Reported percent net sales65.0 %37.0 %6.7 %16.5 %(1.3)%12.6 %
Acquisition and integration-related charges:
Inventory stepped-up to fair value55 — — 55 — 42 0.3 0.11 
Other acquisition and integration-related— (168)— 168 — 126 1.0 0.33 
Amortization of purchased intangible assets— — — 352 — 294 0.1 0.78 
Restructuring-related and other charges21 (125)— 146 — 122 0.1 0.32 
Medical device regulations— (33)34 — 28 0.1 0.07 
Recall-related matters— — — 179 — 144 0.4 0.38 
Regulatory and legal matters— (35)— 35 — 19 0.5 0.05 
Tax matters— — — — — 58 (3.5)0.15 
Adjusted$7,070 $3,648 $684 $2,738 $(143)$2,191 15.5 %$5.77 
Adjusted percent net sales65.7 %33.9 %6.4 %25.5 %(1.3)%20.4 %

Dollar amounts are in millions except per share amounts or as otherwise specified.
15

STRYKER CORPORATION2020 Third Quarter Form 10-Q
FINANCIAL CONDITION AND LIQUIDITY
Nine Months20202019
Net cash provided by operating activities$2,040 $1,456 
Net cash used in investing activities(349)(736)
Net cash provided by (used in) financing activities1,046 (2,360)
Effect of exchange rate changes on cash and cash equivalents(28)
Change in cash and cash equivalents$2,746 $(1,668)
Operating Activities
Cash provided by operating activities was $2,040 and $1,456 in the nine months 2020 and 2019. The increase was primarily due to higher accounts receivable collections and less spending on inventory due to lower production from lower sales partially offset by decreased net earnings.
Investing Activities    
Cash used in investing activities was $349 and $736 in the nine months 2020 and 2019. The decrease in cash used was primarily due to decreased payments for acquisitions in 2020.
Financing Activities
Cash provided by (used in) financing activities was $1,046 and $2,360 in the nine months 2020 and 2019. The change in cash was primarily driven by the issuance of $2,300 of notes in June 2020, partially offset by the repayment of $500 of notes upon maturity in January 2020 compared to repayments of $1,341 of debt in the nine months 2019, along with the suspension of share repurchases.
Nine Months20202019
Total dividends paid to common shareholders$647 $585 
Total amount paid to repurchase common stock$— $307 
Shares of repurchased common stock (in millions) — 1.9 
Liquidity
Cash, cash equivalents and marketable securities were $7,161 and $4,425 on September 30, 2020 and December 31, 2019. Current assets exceeded current liabilities by $8,856 and $6,960 on September 30, 2020 and December 31, 2019. Despite the impact from the COVID-19 pandemic, we anticipate being able to support our short-term liquidity and operating needs from a variety of sources including cash from operations, commercial paper, existing credit lines and capital expenditure and operating expense reductions. We maintain a revolving credit facility with $1.5 billion of committed capital which expires in August 2023 and a $1.5 billion unsecured revolving credit facility that matures in April 2021.
We raised funds in the capital markets in 2020, 2019 and 2018 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 14% on September 30, 2020 compared to 25% on December 31, 2019.
Critical Accounting Policies
There were no changes to our critical accounting policies from those disclosed in our Annual Report on Form 10-K for 2019.
New Accounting Pronouncements Not Yet Adopted
Refer to Note 1 to our Consolidated Financial Statements for information.
Guarantees and Other Off-Balance Sheet Arrangements
We do not have guarantees or other off-balance sheet financing arrangements, including variable interest entities, of a magnitude that we believe could have a material impact on our financial condition or liquidity.
OTHER MATTERS
Legal and Regulatory Matters
We are involved in various ongoing proceedings, legal actions and claims arising in the normal course of our business, including proceedings related to product, labor, intellectual property and other matters. Refer to Note 6 to our Consolidated Financial Statements for further information.
FORWARD-LOOKING STATEMENTS
This report contains statements referring to us that are not historical facts and are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which are intended to take advantage of the "safe harbor" provisions of the Reform Act, are based on current projections about operations, industry conditions, financial condition and liquidity. Words that identify forward-looking statements include words such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "goal," "strategy" and words and terms of similar substance used in connection with any discussion of future operating or financial performance, an acquisition or our businesses. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Those statements are not guarantees and are subject to risks, uncertainties and assumptions that are difficult to predict, including uncertainties related to the impact of the COVID-19 pandemic on our operations and financial results. Therefore, actual results could differ materially and adversely from these forward-looking statements. Some important factors that could cause our actual results to differ from our expectations in any forward-looking statements include those risks discussed in Item 1A. "Risk Factors" of our Annual Report on Form 10-K for 2019 and in Part II, Item 1A. "Risk Factors" on Form 10-Q for the quarter ended March 31, 2020. 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 2019. 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 2019. 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
Dollar amounts are in millions except per share amounts or as otherwise specified.
16


and Results of Operations" and Part II, Item 1A "Risk Factors" of this Form 10-Q.
ITEM 4.CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of the Chief Executive Officer and Chief Financial Officer (the Certifying Officers), evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended) on September 30, 2020. Based on that evaluation, the Certifying Officers concluded the Company's disclosure controls and procedures were effective as of September 30, 2020.
Changes in Internal Control Over Financial Reporting
There was no change to our internal control over financial reporting during the three months 2020 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1A.RISK FACTORS
We are not aware of any material changes to the risk factors included in Item 1A. "Risk Factors" in our Annual Report on Form 10-K for 2019 and Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In the three months 2020 we did not issue shares of our common stock as performance incentive awards to employees. When issued, these shares are not registered under the Securities Act of 1933 based on the conclusion that the awards would not be events of sale within the meaning of Section 2(a)(3) of the Act.
In March 2015 we announced that our Board of Directors had authorized us to purchase up to $2,000 of our common stock. The manner, timing and amount of repurchases are determined by management based on an evaluation of market conditions, stock price, and other factors and are subject to regulatory considerations. Purchases are made from time to time in the open market, in privately negotiated transactions or otherwise.
In the nine months 2020 we did not repurchase any shares of our common stock under our authorized repurchase program. The total dollar value of shares of our common stock that could be acquired under our authorized repurchase program was $1,033 as of September 30, 2020. As previously announced we intend to maintain the suspension of our share repurchase program through 2021.
ITEM 6.EXHIBITS
31(i)*
31(ii)*
32(i)*
32(ii)*
101.INSiXBRL Instance Document
101.SCHiXBRL Schema Document
101.CALiXBRL Calculation Linkbase Document
101.DEFiXBRL Definition Linkbase Document
101.LABiXBRL Label Linkbase Document
101.PREiXBRL Presentation Linkbase Document
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
† Filed with this Form 10-Q
* Furnished with this Form 10-Q
Dollar amounts are in millions except per share amounts or as otherwise specified.
17

STRYKER CORPORATION2020 Third Quarter Form 10-Q
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
STRYKER CORPORATION
(Registrant)
Date:October 30, 2020/s/ KEVIN A. LOBO
Kevin A. Lobo
Chairman and Chief Executive Officer
Date:October 30, 2020/s/ GLENN S. BOEHNLEIN
Glenn S. Boehnlein
Vice President, Chief Financial Officer
18