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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2025
OR
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| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 001-13149
STRYKER CORPORATION
(Exact name of registrant as specified in its charter)
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| | | | | | (I.R.S. Employer Identification No.) |
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(Address of principal executive offices) | | |
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(Registrant’s telephone number, including area code) |
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Securities registered pursuant to Section 12(b) of the Act: |
| | Name of each exchange on which registered |
Common Stock, $.10 Par Value | | |
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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.
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 382,307,298 shares of Common Stock, $0.10 par value, on June 30, 2025.
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Dollar amounts are in millions except per share amounts or as otherwise specified. | |
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| | 2025 Second Quarter Form 10-Q |
PART I – FINANCIAL INFORMATION
Stryker Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
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Research, development and engineering expenses | | | | | | | |
Selling, general and administrative expenses | | | | | | | |
Amortization of intangible assets | | | | | | | |
Goodwill and other impairments | | | | | | | |
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Other income (expense), net | | | | | | | |
Earnings before income taxes | | | | | | | |
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Net earnings per share of common stock: | | | | | | | |
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Weighted-average shares outstanding (in millions): | | | | | | | |
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Effect of dilutive employee stock compensation | | | | | | | |
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Cash dividends declared per share of common stock | | | | | | | |
Anti-dilutive shares excluded from the calculation of dilutive employee stock options were de minimis in all periods.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
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Other comprehensive income (loss), net of tax: | | | | | | | |
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Unrealized gains (losses) on designated hedges | | | | | | | |
Financial statement translation | | | | | | | |
Total other comprehensive income (loss), net of tax | | | | | | | |
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See accompanying notes to Consolidated Financial Statements.
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Dollar amounts are in millions except per share amounts or as otherwise specified. | |
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| | 2025 Second Quarter Form 10-Q |
CONSOLIDATED BALANCE SHEETS
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Cash and cash equivalents | | | |
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Accounts receivable, less allowance of $222 ($213 in 2024) | | | |
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Prepaid expenses and other current assets | | | |
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Property, plant and equipment: | | | |
Land, buildings and improvements | | | |
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Total property, plant and equipment | | | |
Less allowance for depreciation | | | |
Property, plant and equipment, net | | | |
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Noncurrent deferred income tax assets | | | |
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Liabilities and shareholders' equity | | | |
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Accrued expenses and other liabilities | | | |
Current maturities of debt | | | |
Total current liabilities | | | |
Long-term debt, excluding current maturities | | | |
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Other noncurrent liabilities | | | |
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Common stock, $0.10 par value | | | |
Additional paid-in capital | | | |
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Accumulated other comprehensive loss | | | |
Total shareholders' equity | | | |
Total liabilities and shareholders' equity | | | |
See accompanying notes to Consolidated Financial Statements.
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Dollar amounts are in millions except per share amounts or as otherwise specified. | |
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| | 2025 Second Quarter Form 10-Q |
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)
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Common stock shares outstanding (in millions) | | | | | | | |
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Issuance of common stock under stock compensation and benefit plans | | | | | | | |
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Issuance of common stock under stock compensation and benefit plans | | | | | | | |
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Additional paid-in capital | | | | | | | |
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Issuance of common stock under stock compensation and benefit plans | | | | | | | |
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Accumulated other comprehensive income (loss) | | | | | | | |
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Other comprehensive income (loss) | | | | | | | |
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Total shareholders' equity | | | | | | | |
See accompanying notes to Consolidated Financial Statements.
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Dollar amounts are in millions except per share amounts or as otherwise specified. | |
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| | 2025 Second Quarter Form 10-Q |
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
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Adjustments to reconcile net earnings to net cash provided by operating activities: | | | |
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Amortization of intangible assets | | | |
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Sale of inventory stepped-up to fair value at acquisition | | | |
Deferred income tax (benefit) expense | | | |
Changes in operating assets and liabilities: | | | |
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Accrued expenses and other liabilities | | | |
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Net cash provided by operating activities | | | |
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Acquisitions, net of cash acquired | | | |
Purchases of marketable securities | | | |
Proceeds from maturity of short-term investments | | | |
Proceeds from sales of marketable securities | | | |
Purchases of property, plant and equipment | | | |
Proceeds from settlement of net investment hedges | | | |
Proceeds from the sale of the Spinal Implants business | | | |
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Net cash used in investing activities | | | |
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Proceeds (payments) on short-term borrowings, net | | | |
Proceeds from issuance of long-term debt | | | |
Payments on long-term debt | | | |
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Cash paid for taxes from withheld shares | | | |
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Net cash provided by (used in) financing activities | | | |
Effect of exchange rate changes on cash and cash equivalents | | | |
Change in cash and cash equivalents | | | |
Cash and cash equivalents at beginning of period | | | |
Cash and cash equivalents at end of period | | | |
See accompanying notes to Consolidated Financial Statements.
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Dollar amounts are in millions except per share amounts or as otherwise specified. | |
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| | 2025 Second Quarter Form 10-Q |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 1 - BASIS OF PRESENTATION
General Information
Management believes the accompanying unaudited Consolidated
Financial Statements contain all adjustments, including normal
recurring items, considered necessary to fairly present the
financial position of Stryker Corporation and its consolidated
subsidiaries ("Stryker," the "Company," "we," "us" or "our") on
June 30, 2025 and the results of operations for the three and six
months 2025. 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 2024.
New Accounting Pronouncements Not Yet Adopted
In November 2024 the Financial Accounting Standards Board
(FASB) issued Accounting Standards Update (ASU) 2024-03
(Subtopic 220-40): Income Statement - Reporting
Comprehensive Income - Expense Disaggregation Disclosures
which requires disaggregation of certain expense captions into
specified categories in disclosures within the Notes to the
Consolidated Financial Statements. The new disclosure
requirements are effective for fiscal years beginning after
December 15, 2026 and interim periods within fiscal years
beginning after December 15, 2027. Early adoption is permitted.
We are currently evaluating these new expanded disclosure
requirements.
In December 2023 the FASB issued ASU 2023-09 (Topic 740):
Income Taxes: Improvements to Income Tax Disclosures which
expands the existing rules on income tax disclosures. This
update requires entities to disclose specific categories in the tax
rate reconciliation, provide additional information for reconciling
items that meet a quantitative threshold and disclose additional
information about income taxes paid on an annual basis. The
new disclosure requirements are effective for fiscal years
beginning after December 15, 2024 and we will adopt this ASU in
the fourth quarter 2025.
We evaluate all ASUs issued by the FASB for consideration of
their applicability. ASUs not included in our disclosures were
assessed and determined to be either not applicable or are not
expected to have a material impact on our Consolidated Financial
Statements.
NOTE 2 - REVENUE RECOGNITION
Our policies for recognizing sales have not changed from those
described in our Annual Report on Form 10-K for 2024.
We disaggregate our net sales by business and geographic
location for each of our segments as we believe it best depicts
how the nature, amount, timing and certainty of our net sales and
cash flows are affected by economic factors.
In the first quarter 2025 we changed the name of our
Neurovascular business to Vascular due the acquisition of Inari
Medical, Inc. (Inari).
In the fourth quarter 2024 we reorganized our Spine business to
align with certain updates to our internal reporting structure. The
spine enabling technologies portfolio (Enabling Technologies)
was reclassified to Other Orthopaedics and Spine, the
interventional spine (IVS) portfolio was reclassified to Neuro
Cranial and the remaining Spine business was renamed to Spinal
Implants. In addition we changed the name of our “Orthopaedics
and Spine” operating segment to “Orthopaedics.” Neuro Cranial
includes sales related to IVS of $129 and $98 for the three
months 2025 and 2024 and $247 and $196 for the six months
2025 and 2024. Other Orthopaedics includes sales related to
Enabling Technologies of $34 and $31 for the three months 2025
and 2024 and $63 and $62 for the six months 2025 and 2024.
We have reflected these changes in all historical periods
presented.
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MedSurg and Neurotechnology: | | | | | | | |
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MedSurg and Neurotechnology: | | | | | |
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Dollar amounts are in millions except per share amounts or as otherwise specified. | |
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| | 2025 Second Quarter Form 10-Q |
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MedSurg and Neurotechnology: | | | | | |
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Costs to Obtain or Fulfill a Contract
We typically do not incur costs to fulfill a contract before a
product or service is provided to a customer due to the nature of
our products and services. Our costs to obtain contracts are
typically in the form of sales commissions paid to employees or
third-party agents. Certain sales commissions paid to employees
prior to recognition of sales are recorded as deferred contract
costs. We expense sales commissions associated with obtaining
a contract at the time of the sale or as incurred as the
amortization period is generally less than one year. These costs
have been presented within selling, general and administrative
expenses. On June 30, 2025 and December 31, 2024 deferred
contracts costs recorded in our Consolidated Balance Sheets
were not significant.
Contract Assets and Liabilities
Our contract assets primarily relate to conditional rights to
consideration for work completed but not billed at the reporting
date. On June 30, 2025 and December 31, 2024 contract assets
recorded in our Consolidated Balance Sheets were not
significant.
Our contract liabilities arise as a result of consideration received
from customers at inception of contracts for certain businesses or
where the timing of billing for services precedes satisfaction of
our performance obligations. This occurs primarily when payment
is received upfront for certain multi-period extended service
contracts. Our contract liabilities of $1,061 and $978 on June 30,
2025 and December 31, 2024 are classified within accrued
expenses and other liabilities and other noncurrent liabilities in
our Consolidated Balance Sheets based on the timing of when
we expect to complete our performance obligations.
Changes in contract liabilities during the six months 2025 were as
follows:
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Beginning contract liabilities | |
Revenue recognized from beginning of year contract liabilities | |
Net advance consideration received during the period | |
Ending contract liabilities | |
Transfers and Servicing of Financial Assets
We sell certain customer lease agreements and the related
leased assets to third-party financial institutions to accelerate our
cash collection cycle. The lease receivables are sold without
recourse and are derecognized from our Consolidated Balance
Sheets at the time of sale. Under the terms of our arrangements,
we collect lease payments on behalf of the financial institutions
but maintain no other form of continuing involvement. Sales of
these lease agreements are classified as operating activities in
our Consolidated Statements of Cash Flows. Fees earned for our
servicing activities are immaterial. Revenue related to customer
lease agreements sold under these arrangements represented
less than 4% of our total revenue for the three and six months
2025 and 2024.
NOTE 3 - ACCUMULATED OTHER COMPREHENSIVE (LOSS)
INCOME (AOCI)
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Other (income) expense, net | | | | | |
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Other (income) expense, net | | | | | |
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Other (income) expense, net | | | | | |
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Dollar amounts are in millions except per share amounts or as otherwise specified. | |
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| | 2025 Second Quarter Form 10-Q |
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Other (income) expense, net | | | | | |
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NOTE 4 - DERIVATIVE INSTRUMENTS
We use operational and economic hedges, foreign currency
exchange forward contracts, net investment hedges (both
derivative and non-derivative financial instruments) and interest
rate derivative instruments to manage the impact of currency
exchange and interest rate fluctuations on earnings, cash flow
and equity. We do not enter into derivative instruments for
speculative purposes. We are exposed to potential credit loss in
the event of nonperformance by counterparties on our
outstanding derivative instruments but do not anticipate
nonperformance by any of our counterparties. Should a
counterparty default, our maximum loss exposure is the asset
balance of the instrument. We have not changed our hedging
strategies, accounting practices or objectives from those
disclosed in our Annual Report on Form 10-K for 2024.
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Other current liabilities | | | | |
Other noncurrent liabilities | | | | |
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Other current liabilities | | | | |
Other noncurrent liabilities | | | | |
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We had €2.3 billion at June 30, 2025 and December 31, 2024 in
certain forward currency contracts designated as net investment
hedges, for which the maximum term is 9.2 years, to hedge a
portion of our investments in certain of our entities with functional
currencies denominated in Euros. In addition to these derivative
financial instruments designated as net investment hedges, we
had €5.0 billion at June 30, 2025 and December 31, 2024 of
senior unsecured notes designated as net investment hedges to
selectively hedge portions of our investment in certain
international subsidiaries. The currency effects of our Euro-
denominated senior unsecured notes are reflected in AOCI within
shareholders' equity where they offset gains and losses recorded
on our net investment in international subsidiaries.
In the six months 2024 we settled certain foreign currency
forward contracts designated as net investment hedges resulting
in cash proceeds of $99. The amounts in AOCI related to settled
net investment hedges will remain in AOCI until the hedged
investment is either sold or substantially liquidated.
The total after-tax gain (loss) recognized in OCI related to
designated net investment hedges was ($699) in the six months
2025.
Currency Exchange Rate Gains (Losses) Recognized in Net
Earnings
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| Other income (expense), net | | | | | | | |
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Pretax gains (losses) on derivatives designated as cash flow
hedges of $29 and net investment hedges of $38 recorded in
AOCI are expected to be reclassified to cost of sales and other
income (expense), net in earnings within 12 months of June 30,
2025. This cash flow hedge reclassification is primarily due to the
sale of inventory that includes previously hedged purchases. A
component of the AOCI amounts related to net investment
hedges is reclassified over the life of the hedge instruments as
we elected to exclude the initial value of the component related to
the spot-forward difference from the effectiveness assessment.
Interest Rate Hedges
Pretax gains (losses) of $4 recorded in AOCI related to interest
rate hedges closed in conjunction with debt issuances are
expected to be reclassified to other income (expense), net in
earnings within 12 months of June 30, 2025. The cash flow effect
of interest rate hedges is recorded in cash flow from operations.
NOTE 5 - FAIR VALUE MEASUREMENTS
Our policies for managing risk related to foreign currency, interest
rates, credit and markets and our process for determining fair
value have not changed from those described in our Annual
Report on Form 10-K for 2024.
In the six months 2025 we assumed contingent consideration
liabilities with a fair value of $90 related to previous acquisitions
made by Inari Medical Inc. (Inari). Refer to Note 7 for further
information on the acquisition of Inari.
In 2024 we recorded $208 of contingent consideration related to
various acquisitions described in Note 7.
There were no significant transfers into or out of any level of the
fair value hierarchy in 2025.
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Assets Measured at Fair Value | | | |
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Cash and cash equivalents | | | |
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Trading marketable securities | | | |
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Available-for-sale marketable securities: | | | |
Corporate and asset-backed debt securities | | | |
United States agency debt securities | | | |
United States treasury debt securities | | | |
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Total available-for-sale marketable securities | | | |
Foreign currency exchange forward contracts | | | |
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Total assets measured at fair value | | | |
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Dollar amounts are in millions except per share amounts or as otherwise specified. | |
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| | 2025 Second Quarter Form 10-Q |
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Liabilities Measured at Fair Value | | | |
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Deferred compensation arrangements | | | |
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Foreign currency exchange forward contracts | | | |
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Contingent consideration: | | | |
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Change in estimate and foreign exchange | | | |
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Total liabilities measured at fair value | | | |
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Fair Value of Available for Sale Securities by Maturity |
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Due after one year through three years | | | |
On June 30, 2025 and December 31, 2024 the aggregate
difference between the cost and fair value of available-for-sale
marketable securities was nominal. Interest income on cash and
cash equivalents and short-term investments and income from
marketable securities was $24 and $26 in the three months 2025
and 2024, and $62 in the six months 2025 and 2024, which was
recorded in other income (expense), net.
Our investments in available-for-sale marketable securities had a
minimum credit quality rating of A2 (Moody's), A (Standard &
Poor's) and A (Fitch). We do not plan to sell the investments, and
it is not more likely than not that we will be required to sell the
investments before recovery of their amortized cost basis, which
may be maturity.
NOTE 6 - CONTINGENCIES AND COMMITMENTS
We are involved in various ongoing proceedings, legal actions
and claims arising in the normal course of business, including
proceedings related to product, labor, intellectual property and
other matters, the most significant of which are more fully
described below. The outcomes of these matters will generally
not be known for prolonged periods of time. In certain of the legal
proceedings the claimants seek damages as well as other
compensatory and equitable relief that could result in the
payment of significant claims and settlements and/or the
imposition of injunctions or other equitable relief. For legal
matters for which management had sufficient information to
reasonably estimate our future obligations, a liability representing
management's best estimate of the probable loss, or the
minimum of the range of probable losses when a best estimate
within the range is not known, is recorded. The estimates are
based on consultation with legal counsel, previous settlement
experience and settlement strategies. If actual outcomes are less
favorable than those estimated by management, additional
expense may be incurred, which could unfavorably affect future
operating results. We are self-insured for certain claims and
expenses. The ultimate cost to us with respect to product liability
claims could be materially different than the amount of the current
estimates and accruals and could have a material adverse effect
on our financial position, results of operations and cash flows.
We are currently investigating whether certain business activities
in certain foreign countries violated provisions of the Foreign
Corrupt Practices Act (FCPA) and have engaged outside counsel
to conduct these investigations. We have been contacted by the
United States Securities and Exchange Commission, United
States Department of Justice (DOJ) and certain other regulatory
authorities and are cooperating with these agencies. On April 1,
2025 we were informed by the DOJ that it had closed its inquiry
into potential FCPA violations without further action. At this time
we are unable to predict the outcome of the remaining
investigations or the potential impact, if any, on our financial
statements.
We have conducted voluntary recalls of certain products,
including our Rejuvenate and ABG II Modular-Neck hip stems
and certain lot-specific sizes and offsets of LFIT Anatomic CoCr
V40 Femoral Heads. Additionally, we are responsible for certain
product liability claims, primarily related to certain hip products
sold by Wright Medical Group N.V. prior to its 2014 divestiture of
the OrthoRecon business.
We have incurred, and expect to incur in the future, costs
associated with the defense and settlement of claims and
lawsuits. Based on the information that has been received related
to the matters discussed above, our accrual for these matters
was $164 at June 30, 2025, representing our best estimate of
probable loss. The final outcomes of these matters are
dependent on many factors that are difficult to predict.
Accordingly the ultimate cost related to these matters may be
materially different than the amount of our current estimate and
accruals and could have a material adverse effect on our results
of operations and cash flows.
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Lease liabilities, current | | | |
Lease liabilities, non-current | | | |
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Weighted-average remaining lease term (years) | | | |
Weighted-average discount rate | | | |
Other Contractual Obligations and Commitments
Our outstanding balances of confirmed invoices in the supplier
financing program were $64 and $71 at June 30, 2025 and
December 31, 2024 and are included within accounts payable in
our Consolidated Balance Sheets.
NOTE 7 - ACQUISITIONS
We acquire stock in companies and various assets that continue
to support our capital deployment and product development
strategies. In the six months 2025 and 2024 cash paid for
acquisitions, net of cash acquired was $4,814 and $334.
In February 2025 we completed the acquisition of Inari for $80
per share, or an aggregate purchase price of $4,810, net of cash
acquired. Inari's product portfolio includes minimally invasive
products for the treatment of venous thromboembolism. Inari is
part of our Vascular business within MedSurg and
Neurotechnology. The purchase price allocation for Inari is based
on preliminary valuations, primarily related to developed
technology and customer relationships. Goodwill attributable to
the acquisition reflects the strategic benefits of expanding our
market presence, diversifying our product portfolio and advancing
innovations. This goodwill is not deductible for tax purposes.
Share-based awards for Inari employees vested upon our
acquisition and a charge of $139 was recorded in selling, general
and administrative expenses in the six months 2025.
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Dollar amounts are in millions except per share amounts or as otherwise specified. | |
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| | 2025 Second Quarter Form 10-Q |
In 2024 we completed various acquisitions for total consideration
that includes $1,628 in upfront payments, net of cash acquired,
and $400 contingent upon the achievement of certain commercial
or clinical milestones. The combined acquisition-date fair values
of the contingent milestone payments totaled $208. Goodwill of
$303 and $848 was recorded within our Orthopaedics and our
MedSurg and Neurotechnology segments respectively. The
acquired companies expand the product portfolios of our
Instruments, Endoscopy, Medical and Neuro Cranial businesses
within MedSurg and Neurotechnology and our Trauma and
Extremities and Joint Replacement businesses within
Orthopaedics. The purchase price allocation for certain of our
acquisitions are based on preliminary valuations, primarily related
to developed technology and customer relationships. Goodwill
attributable to the acquisitions reflects the strategic benefits of
expanding our market presence, diversifying our product portfolio
and advancing innovations. This goodwill is not deductible for tax
purposes.
The purchase price allocations for the acquisitions completed in
the six months 2025 and full year 2024 are:
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Purchase Price Allocation of Acquired Net Assets |
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Tangible assets acquired: | | | |
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Deferred income tax assets | | | |
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Deferred income tax liabilities | | | |
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Purchase price, net of cash acquired of $64 and $56 | | | |
Weighted average amortization period at acquisition (years): | | | |
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Consolidated Estimated Amortization Expense |
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NOTE 8 - DEBT AND CREDIT FACILITIES
We have lines of credit issued by various financial institutions that
are available to fund our day-to-day operating needs. Certain of
our credit facilities require us to comply with financial and other
covenants. We were in compliance with all covenants on
June 30, 2025.
In February 2025 we entered into a new revolving credit
agreement that replaces our previous agreement dated October
2021. The primary changes included increasing the aggregate
principal amount of the facility by $750 to $3,000 and extending
the maturity date to February 25, 2030. On June 30, 2025 there
were no borrowings outstanding under our revolving credit facility
or our commercial paper program which allows for maturities up
to 397 days from the date of issuance. The maximum amount of
our commercial paper that can be outstanding at any time is
$2,250.
In February 2025 we issued $500 of 4.550% senior unsecured
notes due February 10, 2027, $700 of 4.700% senior unsecured
notes due February 10, 2028, $800 of 4.850% senior unsecured
notes due February 10, 2030 and $1,000 of 5.200% senior
unsecured notes due February 10, 2035. In June 2025 we repaid
$650M of 1.150% senior unsecured notes.
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Unamortized debt issuance costs | | | |
Borrowing capacity on existing facilities | | | |
Fair value of senior unsecured notes | | | |
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.
Interest expense on outstanding debt and credit facilities,
including required fees incurred, that were included in other
income (expense), net, totaled $159 and $96 for the three
months 2025 and 2024 and $296 and $194 for the six months
2025 and 2024.
NOTE 9 - INCOME TAXES
Our effective tax rates were 13.0% and 13.6% in the three and
six months 2025 and 17.3% and 16.0% in the three and six
months 2024. The effective income tax rate for the three and six
months 2025 decreased from three and six months 2024 due to
2025 tax benefit related to the sale of the Spinal Implants
business. The effective tax rates for the three and six months
2025 and 2024 reflect the continued lower effective income tax
rates as a result of our European operations and certain discrete
tax items.
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Dollar amounts are in millions except per share amounts or as otherwise specified. | |
| | |
| | 2025 Second Quarter Form 10-Q |
In the normal course of business, income tax authorities in
various income tax jurisdictions both within the United States and
internationally conduct routine audits of our income tax returns
filed in prior years. These audits are generally designed to
determine if individual income tax authorities are in agreement
with our interpretations of complex income tax regulations
regarding the allocation of income to the various income tax
jurisdictions. Any income tax audit assessment or draft income
tax audit assessment received at the conclusion of an audit is
reviewed and evaluated for proper financial statement treatment.
We have not received any audit assessments or draft
assessments that have not been reviewed and evaluated.
NOTE 10 - SEGMENT INFORMATION
We segregate our operations into two reportable business
segments: (i) MedSurg and Neurotechnology and (ii)
Orthopaedics which aligns to our internal reporting structure and
how our Chief Operating Decision Maker (CODM) assesses the
performance of and allocates resources. The CODM is the Chief
Executive Officer. The CODM makes decisions on resource
allocation, assesses performance of the business, and monitors
budget versus actual results using segment operating income.
Our reportable segments and related disclosures reflect certain
reclassifications of prior year amounts from our Orthopaedics
segment to our MedSurg and Neurotechnology segment due to
changes in our internal reporting structure.
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Segment research, development and engineering expenses | | | | | | | |
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Segment selling, general and administrative expenses | | | | | | | |
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Segment depreciation and amortization | | | | | | | |
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Amortization of intangible assets | | | | | | | |
Total depreciation and amortization | | | | | | | |
MedSurg and Neurotechnology | | | | | | | |
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Items not allocated to segments: | | | | | | | |
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Inventory stepped up to fair value | | | | | | | |
Acquisition and integration-related charges | | | | | | | |
Amortization of intangible assets | | | | | | | |
Structural optimization and other special charges | | | | | | | |
Goodwill and other impairments | | | | | | | |
Medical device regulation | | | | | | | |
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Regulatory and legal matters | | | | | | | |
Consolidated operating income | | | | | | | |
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Total purchases of property, plant and equipment | | | |
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Dollar amounts are in millions except per share amounts or as otherwise specified. | |
| | |
| | 2025 Second Quarter Form 10-Q |
NOTE 11 - SALE OF SPINAL IMPLANTS BUSINESS
During the fourth quarter 2024 management committed to a plan
to sell certain assets associated with the Spinal Implants
business (disposal group) and such assets were classified as
held for sale beginning November 2024. As a result we recorded
a valuation allowance of $362 to record the disposal group at its
fair value less cost to sell.
In April 2025 we completed the sale of the disposal group to the
Viscogliosi Brothers, LLC. In the six months 2025 we recognized
immaterial impairment charges to record the disposal group at its
fair value less cost to sell within goodwill and other impairments
in our Consolidated Statements of Earnings. The fair value of the
disposal group and consideration received was measured using a
discounted cash flow analysis based upon the selling price and
unobservable inputs, such as market conditions and the rate
used to discount the estimated future cash flows to their present
value based on factors including the disposal group’s cost of
equity and market yield rates, which are Level 3 inputs.
Consideration could increase by up to $57 or decrease by up to
$245 based on the amount received.
The assets associated with the disposal group are reported in our
Orthopaedics segment at December 31, 2024. The assets and
liabilities held for sale at December 31, 2024 are classified within
prepaid expenses and other current assets and accrued
expenses and other liabilities in our Consolidated Balance
Sheets. The assets and liabilities of the disposal group at the
date of sale and at December 31, 2024 were as follows:
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Dollar amounts are in millions except per share amounts or as otherwise specified. | |
| | |
| | 2025 Second Quarter Form 10-Q |
| |
| MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
ABOUT STRYKER
Stryker is a global leader in medical technologies and, together
with our customers, we are driven to make healthcare better. We
offer innovative products and services in MedSurg,
Neurotechnology, and Orthopaedics that help improve patient
and healthcare outcomes. Alongside our customers around the
world, we impact more than 150 million patients annually.
We segregate our operations into two reportable business
segments: (i) MedSurg and Neurotechnology and (ii)
Orthopaedics. MedSurg and Neurotechnology products include
surgical equipment and navigation systems (Instruments),
endoscopic and communications systems (Endoscopy), patient
handling, emergency medical equipment and intensive care
disposable products (Medical), minimally invasive products for
the treatment of acute ischemic and hemorrhagic stroke and
venous thromboembolism (Vascular), a comprehensive line of
products for traditional brain and open skull based surgical
procedures; orthobiologic and biosurgery products, including
synthetic bone grafts and vertebral augmentation products
(Neuro Cranial). Orthopaedics products consist primarily of
implants used in hip and knee joint replacements and trauma and
extremity surgeries.
Macroeconomic Environment
Beginning in 2025, the United States government has announced
new tariffs on goods imported into the United States from dozens
of countries, including China and the European Union member
states. In response, governments have threatened or imposed
reciprocal tariffs or taken other measures, and the United States
is in the process of negotiating with certain governments. We
continue to monitor and evaluate the situation. Tariffs are
expected to result in an increase in certain product costs or have
adverse impacts on, among other things, demand for our
products and supply chains. The overall macroeconomic and
geopolitical environment, including tariffs or changes in trade
policies, slower economic growth or recession, market volatility
and inflation, and uncertainty regarding all of the foregoing, pose
risks that could impact our business and results of operations.
For more information about these risks, see Item 1A. "Risk
Factors" in our Annual Report on Form 10-K for 2024.
Overview of the Three and Six Months
In the three months 2025 we achieved sales growth of 11.1%
from 2024. Excluding the impact of acquisitions and divestitures,
sales grew 10.2% in constant currency. We reported operating
income margin of 18.5%, net earnings of $884 and net earnings
per diluted share of $2.29. Excluding the impact of certain items,
adjusted operating income margin(1) increased by 110 basis
points to 25.7%, with adjusted net earnings(1) of $1,211 and
adjusted net earnings per diluted share(1) of $3.13, an increase of
11.4% from 2024.
In the six months 2025 we achieved sales growth of 11.5% from
2024. Excluding the impact of acquisitions and divestitures, sales
grew 10.2% in constant currency. We reported operating income
margin of 16.4%, net earnings of $1,538 and net earnings per
diluted share of $3.98. Excluding the impact of certain items,
adjusted operating income margin(1) increased by 100 basis
points to 24.3%, with adjusted net earnings(1) of $2,308 and
adjusted net earnings per diluted share(1) of $5.97, an increase of
12.4% from 2024.
Recent Developments
In the first quarter 2025 we completed the acquisition of Inari for
total consideration of $4,810, in upfront payments, net of cash
acquired. Refer to Note 7 to our Consolidated Financial
Statements for further information.
In February 2025 we entered into a new revolving credit
agreement that replaces our previous agreement dated October
2021. The primary changes were to increase the aggregate
principal amount of the facility by $750 to $3,000 and extend the
maturity date to February 25, 2030. On June 30, 2025 there were
no borrowings outstanding under our revolving credit facility or
our commercial paper program which allows for maturities up to
397 days from the date of issuance. The maximum amount of our
commercial paper that can be outstanding at any time is $2,250.
In February 2025 we issued $500 of 4.550% senior unsecured
notes due February 10, 2027, $700 of 4.700% senior unsecured
notes due February 10, 2028, $800 of 4.850% senior unsecured
notes due February 10, 2030 and $1,000 of 5.200% senior
unsecured notes due February 10, 2035. In June 2025 we repaid
$650M of 1.150% senior unsecured notes.
(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.
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CONSOLIDATED RESULTS OF OPERATIONS | | | | | | | | | | | | | | | | |
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Selling, general and administrative expenses | | | | | | | | | | | | | | | | | | | |
Amortization of intangible assets | | | | | | | | | | | | | | | | | | | |
Goodwill and other impairments | | | | | | | | | | | | | | | | | | | |
Other income (expense), net | | | | | | | | | | | | | | | | | | | |
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Adjusted net earnings per diluted share(1) | | | | | | | | | | | | | | | | | | | |
nm - not meaningful
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Dollar amounts are in millions except per share amounts or as otherwise specified. | |
| | |
| | 2025 Second Quarter Form 10-Q |
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Geographic and Segment Net Sales | | | | | | | | | | | | | |
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Supplemental Net Sales Growth Information | | | | | | | | | | | | |
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Note: In the first quarter 2025 we changed the name of our Neurovascular business to Vascular due the acquisition of Inari. In the fourth
quarter 2024 we reorganized our Spine business to align with certain updates to our internal reporting structure. The spine enabling
technologies portfolio (Enabling Technologies) was reclassified to Other Orthopaedics, the interventional spine portfolio was reclassified
to Neuro Cranial and the remaining Spine business was renamed to Spinal Implants. Neuro Cranial includes sales related to
interventional spine of $129 and $98 for the three months 2025 and 2024 and $247 and $196 for the six months 2025 and 2024. Other
Orthopaedics includes sales related to Enabling Technologies of $34 and $31 for the three months 2025 and 2024 and $63 and $62 for
the six months 2025 and 2024. We have reflected these changes in all historical periods presented.
Consolidated Net Sales
Consolidated net sales increased 11.1% in the three months
2025 as reported and 10.3% in constant currency, as foreign
currency exchange rates positively impacted net sales by 0.8%.
Excluding the 0.1% impact of acquisitions and divestitures, net
sales in constant currency increased by 9.7% from increased unit
volume and 0.5% due to higher prices. The unit volume increase
was due to higher product shipments across all MedSurg and
Neurotechnology businesses and most Orthopaedics businesses.
Consolidated net sales increased 11.5% in the six months 2025
as reported and 11.5% in constant currency. Excluding the 1.3%
impact of acquisitions and divestitures, net sales in constant
currency increased by 9.6% from increased unit volume and
0.6% due to higher prices. The unit volume increase was due to
higher product shipments across all MedSurg and
Neurotechnology businesses and most Orthopaedics businesses.
MedSurg and Neurotechnology Net Sales
MedSurg and Neurotechnology net sales increased 17.3% in the
three months 2025 as reported and 16.7% in constant currency,
as foreign currency exchange rates positively impacted net sales
by 0.6%. Excluding the 5.7% impact of acquisitions and
divestitures, net sales in constant currency increased by 10.2%
from increased unit volume and 0.8% from higher prices. The unit
volume increase was due to higher shipments across all
MedSurg and Neurotechnology businesses.
MedSurg and Neurotechnology net sales increased 15.4% in the
six months 2025 as reported and 15.5% in constant currency, as
foreign currency exchange rates negatively impacted net sales by
0.1%. Excluding the 4.7% impact of acquisitions and divestitures,
net sales in constant currency increased by 9.8% from increased
unit volume and 1.0% from higher prices. The unit volume
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Dollar amounts are in millions except per share amounts or as otherwise specified. | |
| | |
| | 2025 Second Quarter Form 10-Q |
increase was due to higher shipments across all MedSurg and
Neurotechnology businesses.
Orthopaedics Net Sales
Orthopaedics net sales increased 2.0% in the three months 2025
as reported and 1.1% in constant currency, as foreign currency
exchange rates positively impacted net sales by 0.9%. Excluding
the (7.9)% impact of acquisitions and divestitures, net sales in
constant currency increased 9.0% from increased unit volume.
The unit volume increase was due to higher shipments across
most Orthopaedics businesses.
Orthopaedics net sales increased 5.8% in the six months 2025 as
reported and 5.8% in constant currency. Excluding the (3.4)%
impact of acquisitions and divestitures, net sales in constant
currency increased 9.2% from increased unit volume. The unit
volume increase was due to higher shipments across most
Orthopaedics businesses.
Gross Profit
Gross profit was $3,841 and $3,416 in the three months 2025
and 2024. The key components of the change were:
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Manufacturing and supply chain costs | |
Structural optimization and other special charges | |
Inventory stepped up to fair value | |
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Gross profit as a percentage of net sales in the three months
2025 remained relatively flat with 2024.
Gross profit was $7,585 and $6,749 in the six months 2025 and
2024. The key components of the change were:
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Manufacturing and supply chain costs | |
Structural optimization and other special charges | |
Inventory stepped up to fair value | |
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While segment mix was not a significant driver of the change in
gross profit as a percent of net sales between the six months
2025 and 2024, we generally expect segment mix to have an
unfavorable impact for the foreseeable future as we anticipate
more rapid sales growth in our lower gross margin MedSurg and
Neurotechnology segment than our Orthopaedics segment.
Research, Development and Engineering Expenses
Research, development and engineering expenses increased
$44 or 12.1% in the three months 2025. Expenses as a
percentage of net sales in the three months 2025 of 6.8%
remained relatively flat with 6.7% in 2024.
Research, development and engineering expenses increased
$81 or 11.1% in the six months 2025. Expenses as a percentage
of net sales in the six months 2025 of 6.8% remained relatively
flat with 6.9% in 2024.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $248 or
13.5% in the three months 2025. As a percentage of net sales,
expenses increased to 34.5% from 33.8% in 2024, primarily due
to higher acquisition-related costs and continued investments to
support our growth.
Selling, general and administrative expenses increased $711 or
19.4% in the six months 2025. As a percentage of net sales,
expenses increased to 36.8% from 34.4% in 2024, primarily due
to higher acquisition-related costs and continued investments to
support our growth. Expenses in the six months 2025 included a
charge of $139 for share-based awards for Inari employees that
vested upon our acquisition.
Amortization of Intangible Assets
Amortization of intangible assets was $187 and $155 in the three
months and $354 and $308 and six months 2025 and 2024.
Refer to Note 7 to our Consolidated Financial Statements for
further information.
Goodwill and other impairments
Goodwill and other impairments was $55 and $16 in the three
months and $90 and $19 in the six months 2025 and 2024.
Operating Income
Operating income was $1,113 and $1,051 in the three months
2025 and 2024. Operating income as a percentage of net sales in
the three months 2025 decreased to 18.5% from 19.4% in 2024.
Refer to the discussion above for the primary drivers of the
change.
Operating income was 1,950 and 2,023 in the six months 2025
and 2024. Operating income as a percentage of net sales in the
six months 2025 decreased to 16.4% from 19.0% in 2024. Refer
to the discussion above for the primary drivers of the change.
MedSurg and Neurotechnology operating income as a
percentage of net sales increased to 28.3% in the three months
2025 from 28.1% in 2024. Orthopaedics operating income as a
percentage of net sales increased to 30.1% in the three months
2025 from 28.7% in 2024. The key components of the change
were:
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| MedSurg and Neurotechnology | |
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Manufacturing and supply chain costs | | |
Research, development and engineering expenses | | |
Selling, general and administrative expenses | | |
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The increase in MedSurg and Neurotechnology operating income
as a percentage of net sales for the three months was primarily
driven by lower manufacturing and supply chain costs and higher
unit volumes and prices offset by higher selling, general and
administrative expenses primarily due to the acquisition of Inari
and continued investments to support our growth.
The increase in Orthopaedics operating income as a percentage
of net sales for the three months was primarily driven by higher
unit volumes, lower selling, general and administrative expenses
and lower research, development and engineering expenses
partially offset by higher manufacturing and supply chain costs
MedSurg and Neurotechnology operating income as a
percentage of net sales increased to 28.0% in the six months
2025 from 27.7% in 2024. Orthopaedics operating income as a
percentage of net sales increased to 28.6% in the six months
2025 from 27.5% in 2024. The key components of the change
were:
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Dollar amounts are in millions except per share amounts or as otherwise specified. | |
| | |
| | 2025 Second Quarter Form 10-Q |
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| Operating Income Percent Net Sales |
| MedSurg and Neurotechnology | |
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Manufacturing and supply chain costs | | |
Research, development and engineering expenses | | |
Selling, general and administrative expenses | | |
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The increase in MedSurg and Neurotechnology operating income
as a percentage of net sales for the six months was primarily
driven by lower manufacturing and supply chain costs and higher
unit volumes and prices offset by higher selling, general and
administrative expenses primarily due to the acquisition of Inari
and continued investments to support our growth.
The increase in Orthopaedics operating income as a percentage
of net sales for the six months was primarily driven by higher unit
volumes, lower research, development and engineering
expenses and lower selling, general and administrative
expenses.
Other Income (Expense), Net
Other income (expense), net was ($97) and ($53) in the three
months and ($170) and ($102) in the six months 2025 and
2024. The increase in net expense in the three months and six
months 2025 from 2024 was primarily due to higher interest
expense in 2025.
Income Taxes
Our effective tax rates were 13.0% and 13.6% in the three and
six months 2025 and 17.3% and 16.0% in the three and six
months 2024. The effective income tax rate for the three and six
months 2025 decreased from the three and six months 2024 due
to the 2025 tax benefit related to the sale of the Spinal Implants
business. The effective tax rates for the three and six months
2025 and 2024 reflect the continued lower effective income tax
rates as a result of our European operations and certain discrete
tax items.
The Organisation for Economic Cooperation and Development
(OECD), which represents a coalition of member countries, has
put forth two proposed base erosion and profit shifting
frameworks that revise the existing profit allocation and nexus
rules (Pillar One) and ensure a minimal level of taxation (Pillar
Two). On December 12, 2022 the European Union member
states agreed to implement the Inclusive Framework’s global
corporate minimum tax rate of 15%, and various countries within
and outside the European Union have either enacted or proposed
new tax laws implementing Pillar Two in 2024. The OECD
continues to release additional guidance and we anticipate more
countries will enact similar tax laws. Some of the new tax laws
became effective in 2024 while others will be effective in 2025
and future years. These tax law changes and any additional
contemplated tax law changes could increase tax expense in
future periods.
On July 4, 2025 the One Big Beautiful Bill Act (OBBBA) was
enacted into United States law. We are currently evaluating the
impact of the OBBBA and do not expect the tax-related
provisions to have a material impact on our Consolidated
Financial Statements.
Net Earnings
Net earnings increased to $884 or $2.29 per diluted share in the
three months 2025 from $825 or $2.14 per diluted share in 2024.
Net earnings decreased to $1,538 or $3.98 per diluted share in
six months 2025 from $1,613 or $4.19 per diluted share in 2024.
Non-GAAP Financial Measures
We supplement the reporting of our financial information
determined under accounting principles generally accepted in the
United States (GAAP) with certain non-GAAP financial measures,
including percentage sales growth in constant currency;
percentage organic sales growth; adjusted gross profit; adjusted
selling, general and administrative expenses; adjusted research,
development and engineering expenses; adjusted operating
income; adjusted other income (expense), net; adjusted income
taxes; adjusted effective income tax rate; adjusted net earnings;
and adjusted net earnings per diluted share (Diluted EPS). We
believe these non-GAAP financial measures provide meaningful
information to assist investors and shareholders in understanding
our financial results and assessing our prospects for future
performance. Management believes percentage sales growth in
constant currency and the other adjusted measures described
above are important indicators of our operations because they
exclude items that may not be indicative of or are unrelated to our
core operating results and provide a baseline for analyzing trends
in our underlying businesses. Management uses these non-
GAAP financial measures for reviewing the operating results of
reportable business segments and analyzing potential future
business trends in connection with our budget process and bases
certain management incentive compensation on these non-GAAP
financial measures. To measure percentage sales growth in
constant currency, we remove the impact of changes in foreign
currency exchange rates that affect the comparability and trend
of sales. Percentage sales growth in constant currency is
calculated by translating current and prior year results at the
same foreign currency exchange rate. To measure percentage
organic sales growth, we remove the impact of changes in
foreign currency exchange rates, acquisitions and divestitures,
which affect the comparability and trend of sales. Percentage
organic sales growth is calculated by translating current year and
prior year results at the same foreign currency exchange rates
excluding the impact of acquisitions and divestitures. To measure
earnings performance on a consistent and comparable basis, we
exclude certain items that affect the comparability of operating
results and the trend of earnings. The income tax effect of each
adjustment was determined based on the tax effect of the
jurisdiction in which the related pre-tax adjustment was recorded.
These adjustments are irregular in timing and may not be
indicative of our past and future performance. The following are
examples of the types of adjustments that may be included in a
period:
1.Acquisition and integration-related costs. Costs related to
integrating recently acquired businesses (e.g., costs
associated with the termination of sales relationships,
employee retention and workforce reductions, manufacturing
integration costs and other integration-related activities),
changes in the fair value of contingent consideration,
amortization of inventory stepped-up to fair value, specific
costs (e.g., deal costs and costs associated with legal entity
rationalization) related to the consummation of the
acquisition process and legal entity rationalization and
acquisition-related tax items.
2.Amortization of purchased intangible assets. Periodic
amortization expense related to purchased intangible assets.
3.Structural optimization and other special charges. Costs
associated with employee retention and workforce
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Dollar amounts are in millions except per share amounts or as otherwise specified. | |
| | |
| | 2025 Second Quarter Form 10-Q |
reductions, the closure or transfer of manufacturing and
other facilities (e.g., site closure costs, contract termination
costs and redundant employee costs during the work
transfers), product line exits (primarily inventory, long-lived
asset and specifically-identified intangible asset write-offs),
certain long-lived and intangible asset write-offs and
impairments and other charges.
4.Medical device regulations. Costs specific to updating our
quality system, product labeling, asset write-offs and product
remanufacturing to comply with the new medical device
reporting regulations and other requirements of the
European Union.
5.Recall-related matters. Changes in our best estimate of the
probable loss, or the minimum of the range of probable
losses when a best estimate within a range is not known, to
resolve the Rejuvenate, LFIT V40, Wright legacy hip
products and other product recalls.
6.Regulatory and legal matters. Changes in our best estimate
of the probable loss, or the minimum of the range of
probable losses when a best estimate within a range is not
known, to resolve certain regulatory or other legal matters
and the amount of favorable awards from settlements.
7.Tax matters. Impact of accounting for certain significant and
discrete tax items.
Because non-GAAP financial measures are not standardized, it
may not be possible to compare these financial measures with
other companies' non-GAAP financial measures having the same
or similar names. These adjusted financial measures should not
be considered in isolation or as a substitute for reported sales
growth, gross profit, selling, general and administrative expenses,
research, development and engineering expenses, operating
income, other income (expense), net, income taxes, effective
income tax rate, net earnings and net earnings per diluted share,
the most directly comparable GAAP financial measures. These
non-GAAP financial measures are an additional way of viewing
aspects of our operations when viewed with our GAAP results
and the reconciliations to corresponding GAAP financial
measures at the end of the discussion of Consolidated Results of
Operations below. We strongly encourage investors and
shareholders to review our financial statements and publicly-filed
reports in their entirety and not to rely on any single financial
measure.
The weighted-average diluted shares outstanding used in the
calculation of adjusted net earnings per diluted share are the
same as those used in the calculation of reported net earnings
per diluted share for the respective period.
| | | | | | | | | |
Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measures |
| | Selling, General & Administrative Expenses | Research, Development & Engineering Expenses | | Other Income (Expense), Net | | | | |
| | | | | | | | | |
Reported percent net sales | | | | | | | | | |
Acquisition and integration-related costs: | | | | | | | | | |
Inventory stepped-up to fair value | | | | | | | | | |
Other acquisition and integration-related (a) | | | | | | | | | |
Amortization of purchased intangible assets | | | | | | | | | |
Structural optimization and other special charges (b) | | | | | | | | | |
Goodwill and other impairments (c) | | | | | | | | | |
Medical device regulations (d) | | | | | | | | | |
Recall-related matters (e) | | | | | | | | | |
Regulatory and legal matters (f) | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Adjusted percent net sales | | | | | | | | | |
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Dollar amounts are in millions except per share amounts or as otherwise specified. | |
| | |
| | 2025 Second Quarter Form 10-Q |
| | | | | | | | | |
| | Selling, General & Administrative Expenses | Research, Development & Engineering Expenses | | Other Income (Expense), Net | | | | |
| | | | | | | | | |
Reported percent net sales | | | | | | | | | |
Acquisition and integration-related costs: | | | | | | | | | |
Inventory stepped-up to fair value | | | | | | | | | |
Other acquisition and integration-related (a) | | | | | | | | | |
Amortization of purchased intangible assets | | | | | | | | | |
Structural optimization and other special charges (b) | | | | | | | | | |
Goodwill and other impairments (c) | | | | | | | | | |
Medical device regulations (d) | | | | | | | | | |
Recall-related matters (e) | | | | | | | | | |
Regulatory and legal matters (f) | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Adjusted percent net sales | | | | | | | | | |
(a) Charges represent certain acquisition and integration-related costs associated with acquisitions, including:
| | | |
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| | | |
Termination of sales relationships | | | |
Employee retention and workforce reductions | | | |
Changes in the fair value of contingent consideration | | | |
Manufacturing integration costs | | | |
Other integration-related activities | | | |
Adjustments to Operating Income | | | |
Other income taxes related to acquisition and integration-related costs | | | |
Adjustments to Income Taxes | | | |
Adjustments to Net Earnings | | | |
(b) Structural optimization and other special charges represent the costs associated with:
| | | |
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| | | |
Employee retention and workforce reductions | | | |
Closure/transfer of manufacturing and other facilities | | | |
| | | |
Termination of sales relationships in certain countries | | | |
| | | |
Adjustments to Operating Income | | | |
Adjustments to Other Income (Expense), Net | | | |
Adjustments to Income Taxes | | | |
Adjustments to Net Earnings | | | |
(c) Goodwill and other impairments represent the costs associated with:
| | | |
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| | | |
Certain long-lived and intangible asset write-offs and impairments | | | |
Product line exits (e.g., long-lived asset and specifically-identified intangible asset write-offs) | | | |
Adjustments to Operating Income | | | |
Adjustments to Income Taxes | | | |
Adjustments to Net Earnings | | | |
(d) Charges represent the costs specific to updating our quality system, product labeling, asset write-offs and product remanufacturing to comply with the medical device
reporting regulations and other requirements of the new medical device regulations in the European Union.
(e) Charges represent changes in our best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within a range is not known, to
resolve certain recall-related matters.
(f) Charges represent changes in our best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within a range is not known, to
resolve certain regulatory or other legal matters and the amount of favorable awards from settlements.
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Dollar amounts are in millions except per share amounts or as otherwise specified. | |
| | |
| | 2025 Second Quarter Form 10-Q |
(g) Benefits / (charges) represent the accounting impact of certain significant and discrete tax items, including:
| | | |
| |
| | | |
Adjustments related to the transfer of certain intellectual properties between tax jurisdictions | | | |
Certain tax audit settlements | | | |
| | | |
Adjustments to Income Taxes | | | |
Charges / benefits for certain tax audit settlements | | | |
Adjustments to Other Income (Expense), Net | | | |
Adjustments to Net Earnings | | | |
| | | | | | | | | |
Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measures |
| | Selling, General & Administrative Expenses | Research, Development & Engineering Expenses | | Other Income (Expense), Net | | | | |
| | | | | | | | | |
Reported percent net sales | | | | | | | | | |
Acquisition and integration-related costs: | | | | | | | | | |
Inventory stepped-up to fair value | | | | | | | | | |
Other acquisition and integration-related (a) | | | | | | | | | |
Amortization of purchased intangible assets | | | | | | | | | |
Structural optimization and other special charges (b) | | | | | | | | | |
Goodwill and other impairments (c) | | | | | | | | | |
Medical device regulations (d) | | | | | | | | | |
Recall-related matters (e) | | | | | | | | | |
Regulatory and legal matters (f) | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Adjusted percent net sales | | | | | | | | | |
| | | | | | | | | |
| | Selling, General & Administrative Expenses | Research, Development & Engineering Expenses | | Other Income (Expense), Net | | | | |
| | | | | | | | | |
Reported percent net sales | | | | | | | | | |
Acquisition and integration-related costs: | | | | | | | | | |
Inventory stepped-up to fair value | | | | | | | | | |
Other acquisition and integration-related (a) | | | | | | | | | |
Amortization of purchased intangible assets | | | | | | | | | |
Structural optimization and other special charges (b) | | | | | | | | | |
Goodwill and other impairments (c) | | | | | | | | | |
Medical device regulations (d) | | | | | | | | | |
Recall-related matters (e) | | | | | | | | | |
Regulatory and legal matters (f) | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Adjusted percent net sales | | | | | | | | | |
(a) Charges represent certain acquisition and integration-related costs associated with acquisitions, including:
| | | |
| |
| | | |
Termination of sales relationships | | | |
Employee retention and workforce reductions | | | |
Changes in the fair value of contingent consideration | | | |
Manufacturing integration costs | | | |
Stock compensation payments upon a change in control | | | |
Other integration-related activities | | | |
Adjustments to Operating Income | | | |
Other income taxes related to acquisition and integration-related costs | | | |
Adjustments to Income Taxes | | | |
Adjustments to Net Earnings | | | |
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Dollar amounts are in millions except per share amounts or as otherwise specified. | |
| | |
| | 2025 Second Quarter Form 10-Q |
(b) Structural optimization and other special charges represent the costs associated with:
| | | |
| |
| | | |
Employee retention and workforce reductions | | | |
Closure/transfer of manufacturing and other facilities (e.g., site closure, contract termination and redundant employee costs) | | | |
Product line exits (e.g., inventory, long-lived asset and specifically-identified intangible asset write-offs) | | | |
Termination of sales relationships in certain countries | | | |
| | | |
Adjustments to Operating Income | | | |
Adjustments to Income Taxes | | | |
Adjustments to Other Income (Expense), Net | | | |
Adjustments to Net Earnings | | | |
(c) Goodwill and other impairments represent the costs associated with:
| | | |
| |
| | | |
Certain long-lived and intangible asset write-offs and impairments | | | |
Product line exits (e.g., long-lived asset and specifically-identified intangible asset write-offs) | | | |
Adjustments to Operating Income | | | |
Adjustments to Income Taxes | | | |
Adjustments to Net Earnings | | | |
| | | |
(d) Charges represent the costs specific to updating our quality system, product labeling, asset write-offs and product remanufacturing to comply with the medical device
reporting regulations and other requirements of the new medical device regulations in the European Union.
(e) Charges represent changes in our best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within a range is not known, to
resolve certain recall-related matters.
(f) Charges represent changes in our best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within a range is not known, to
resolve certain regulatory or other legal matters and the amount of favorable awards from settlements.
(g) Benefits / (charges) represent the accounting impact of certain significant and discrete tax items, including:
| | | |
| |
| | | |
Adjustments related to the transfer of certain intellectual properties between tax jurisdictions | | | |
Certain tax audit settlements | | | |
| | | |
Adjustments to Income Taxes | | | |
Adjustments to Other Income (Expense), Net | | | |
Adjustments to Net Earnings | | | |
FINANCIAL CONDITION AND LIQUIDITY
| | | |
| |
Net cash provided by (used in): | | | |
| | | |
| | | |
| | | |
Effect of exchange rate changes | | | |
Change in cash and cash equivalents | | | |
Operating Activities
Cash provided by operating activities was $1,361 and $837 in the
six months 2025 and 2024. The increase was primarily due to the
timing of payments and collections in working capital accounts.
Investing Activities
Cash used in investing activities was $4,240 and $525 in the six
months 2025 and 2024. The six months 2025 included cash paid
to acquire Inari and purchases of property, plant and equipment
partially offset by proceeds from the sale of short-term
investments and the sale of the Spinal Implants business. The six
months 2024 included cash paid for the Serf acquisition. Refer to
Note 7 to our Consolidated Financial Statements for further
information on acquisitions.
Financing Activities
Cash provided by financing activities was $1,545 in the six
months 2025 and cash used in financing activities was $1,384 in
the six months 2024. In 2025, cash provided was primarily driven
by proceeds from the issuance of various senior unsecured notes
as described in Note 8 to our Consolidated Financial Statements.
This was partially offset by dividend payments and cash paid for
taxes on withheld shares. Cash used in 2024 was primarily driven
by dividend payments and cash paid for taxes on withheld
shares. We did not repurchase any shares in the six months
2025 and 2024.
Liquidity
Cash, cash equivalents, short-term investments and marketable
securities were $2,464 and $4,493 on June 30, 2025 and
December 31, 2024. Current assets exceeded current liabilities
by $5,715 and $7,231 on June 30, 2025 and December 31, 2024.
We anticipate being able to support our short-term liquidity and
operating needs from a variety of sources including cash from
operations, commercial paper and existing credit lines.
We have raised funds in the capital markets and have accessed
the credit markets in the past and may continue to do so from
time-to-time. We continue to have strong investment-grade short-
term and long-term debt ratings that we believe should enable us
to refinance our debt as needed.
Our cash, cash equivalents, short-term investments and
marketable securities held in locations outside the United States
was 43% on June 30, 2025 compared to 20% on December 31,
2024.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There were no changes to our critical accounting policies and
estimates from those disclosed in our Annual Report on Form 10-
K for 2024, except as follows.
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Dollar amounts are in millions except per share amounts or as otherwise specified. | |
| | |
| | 2025 Second Quarter Form 10-Q |
Refer to Note 11 to our Consolidated Financial Statements for
discussion of estimates related to the Spinal Implants assets
classified as held for sale at December 31, 2024.
New Accounting Pronouncements Not Yet Adopted
Refer to Note 1 to our Consolidated Financial Statements for
information.
Guarantees and Other Off-Balance Sheet Arrangements
We do not have guarantees or other off-balance sheet financing
arrangements, including variable interest entities, of a magnitude
that we believe could have a material impact on our financial
condition or liquidity.
OTHER MATTERS
Legal and Regulatory Matters
We are involved in various ongoing proceedings, legal actions
and claims arising in the normal course of our business, including
proceedings related to product, labor, intellectual property and
other matters. Refer to Note 6 to our Consolidated Financial
Statements for further information.
FORWARD-LOOKING STATEMENTS
This report contains statements that are not historical facts and
are considered "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. These
statements are based on current projections about operations,
industry conditions, financial condition and liquidity. Words that
identify forward-looking statements include, without limitation,
words such as "may," "could," "will," "should," "possible," "plan,"
"predict," "forecast," "potential," "anticipate," "estimate," "expect,"
"project," "intend," "believe," "may impact," "on track," "goal,"
"strategy" and words and terms of similar substance used in
connection with any discussion of future operating or financial
performance, an acquisition or our businesses. In addition, any
statements that refer to expectations, projections or other
characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. Those
statements are not guarantees and are subject to risks,
uncertainties and assumptions that are difficult to predict.
Therefore, actual results could differ materially and adversely
from these forward-looking statements, historical experience or
our present expectations. Some important factors that could
cause our actual results to differ from our expectations in any
forward-looking statements include the risks discussed in Item
1A. "Risk Factors" of our Annual Report on Form 10-K for 2024.
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 2024. While we believe that the assumptions
underlying such forward-looking statements are reasonable,
there can be no assurance that future events or developments
will not cause such statements to be inaccurate. All forward-
looking statements contained in this report are qualified in their
entirety by this cautionary statement. We expressly disclaim any
intention or obligation to publicly update or revise any forward-
looking statement to reflect any change in our expectations or in
events, conditions or circumstances on which those expectations
may be based, or that affect the likelihood that actual results will
differ from those contained in the forward-looking statements.
| |
| QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We consider our greatest potential area of market risk exposure
to be exchange rate risk on our operating results. Quantitative
and qualitative disclosures about exchange rate risk are included
in Item 7A "Quantitative and Qualitative Disclosures About Market
Risk" of our Annual Report on Form 10-K for 2024. There were
no material changes from the information provided therein.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of the Chief Executive
Officer and Chief Financial Officer (the Certifying Officers),
evaluated the effectiveness of the Company's disclosure controls
and procedures (as defined in Rules 13a-15(e) or 15d-15(e)
promulgated under the Securities Exchange Act of 1934, as
amended) on June 30, 2025. Based on that evaluation, the
Certifying Officers concluded the Company's disclosure controls
and procedures were effective as of June 30, 2025.
Changes in Internal Control Over Financial Reporting
There was no change to our internal control over financial
reporting during the six months 2025 that materially affected, or is
reasonably likely to materially affect, our internal control over
financial reporting.
PART II – OTHER INFORMATION
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 2024.
| |
| UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
We issued 3,045 shares of our common stock In the three
months 2025 as performance incentive awards to employees.
These shares are not registered under the Securities Act of 1933
based on the conclusion that the awards would not be events of
sale within the meaning of Section 2(a)(3) of the Act.
In March 2015 we announced that our Board of Directors had
authorized us to purchase up to $2,000 of our common stock.
The manner, timing and amount of repurchases are determined
by management based on an evaluation of market conditions,
stock price, and other factors and are subject to regulatory
considerations. Purchases are made from time-to-time in the
open market, in privately negotiated transactions or otherwise.
In the six months 2025 we did not repurchase any shares of our
common stock under our authorized repurchase program. The
total dollar value of shares of our common stock that could be
acquired under our authorized repurchase program was $1,033
as of June 30, 2025.
| |
Dollar amounts are in millions except per share amounts or as otherwise specified. | |
| | |
| | 2025 Second Quarter Form 10-Q |
Certain of our officers or directors have made elections to
participate in, and are participating in, our employee stock
purchase plan and 401(k) plan and have made, and may from
time to time make, elections to have shares withheld to cover
withholding taxes due or pay the exercise price of stock options,
restricted stock units and performance stock units, which may
constitute non-Rule 10b5–1 trading arrangements (as defined in
Item 408(c) of Regulation S-K).
On May 9, 2025 M. Kathryn Fink, our Vice President, Chief
Human Resources Officer, adopted a trading plan intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c) under
the Exchange Act for the sale of shares of Stryker common stock.
The plan terminates on the earlier of the close of trading on May
1, 2026 or the date the maximum aggregate number of shares to
be sold under the plan is sold, subject to early termination for
certain specified events set forth in the plan. The maximum
aggregate number of shares to be sold under the plan is 16,132
shares.
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| iXBRL Calculation Linkbase Document |
| iXBRL Definition Linkbase Document |
| iXBRL Label Linkbase Document |
| iXBRL Presentation Linkbase Document |
| Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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| * Compensation arrangement |
| † Filed with this Form 10-Q |
| †† Furnished with this Form 10-Q |
| | |
| | 2025 Second Quarter Form 10-Q |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
| | | |
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| | | |
| | | |
| | | Chair, Chief Executive Officer and President |
| | | |
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| | | |
| | | Vice President, Chief Financial Officer |
DocumentSTRYKER CORPORATION
TERMS AND CONDITIONS
RELATING TO RESTRICTED STOCK UNITS GRANTED
PURSUANT TO THE 2011 LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED
NON-EMPLOYEE DIRECTORS
1.The Restricted Stock Units ("RSUs") with respect to Common Stock of Stryker Corporation (the "Company") granted to you during 2025 are subject to these Terms and Conditions Relating to Restricted Stock Units Granted Pursuant to the 2011 Long-Term Incentive Plan, as Amended and Restated (the "Terms and Conditions") and all of the terms and conditions of the Stryker Corporation 2011 Long-Term Incentive Plan, as Amended and Restated (the "2011 Plan"), which is incorporated herein by reference. In the case of a conflict between these Terms and Conditions and the terms of the 2011 Plan, the provisions of the 2011 Plan will govern. Capitalized terms used but not defined herein have the meaning provided therefor in the 2011 Plan, and "Stock Plan Administrator" means UBS Financial Services Inc. (or any other independent service provider engaged by the Company to assist with the implementation, operation and administration of the 2011 Plan).
2.Your right to receive the Shares issuable pursuant to the RSUs shall be only as follows:
(a)If you continue to be a Director, you will receive the Shares underlying the RSUs that have become vested as soon as administratively possible following the vesting date as set forth in the award letter.
(b)If you cease to be a Director by reason of Disability (as such term is defined in the 2011 Plan) or death prior to the date that your RSUs become fully vested, you or your estate will become fully vested in your RSUs, and you, your legal representative or your estate will receive all of the underlying Shares as soon as administratively practicable following your termination by Disability or death.
(c)If you cease to be a Director by reason of Retirement (as such term is defined in the 2011 Plan) prior to the date that your RSUs become fully vested, you (or your estate in the event of your death after your termination by Retirement) will continue to vest in your RSUs in accordance with the vesting schedule as set forth in the award letter as if you had continued your service as a Director.
(d)If you cease to be a Director prior to the date that your RSUs become fully vested for any reason other than those provided in (b) or (c) above, you shall cease vesting in your RSUs effective as of your Termination Date, which shall be the last day of your active service as a Director.
(e)Notwithstanding the foregoing, the Company may, in its sole discretion, settle your RSUs in the form of: (i) a cash payment to the extent settlement in Shares (1) is prohibited under local law, (2) would require you or the Company to obtain the approval of any governmental and/or regulatory body in your country of residence or (3) is administratively burdensome; or (ii) Shares, but require you to immediately sell such Shares (in which case, the Company shall have the authority to issue sales instructions in relation to such Shares on your behalf).
(f)You may elect to defer delivery of the Shares that are otherwise issuable upon the vesting date by completing a prescribed deferral election form and returning it to the Company according to the instructions on such deferral election form. The deferral election form will be distributed to you separately. If made, the deferral election shall be irrevocable. You generally shall receive your Shares at such time(s) specified in the deferral election form.
3.The number of Shares subject to the RSUs shall be subject to adjustment and the vesting dates hereof may be accelerated as follows:
(a)In the event that the Shares, as presently constituted, shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation (whether by reason of merger, consolidation, recapitalization, reclassification, split-up, combination of shares, or otherwise) or if the number of such Shares shall be increased through the payment of a stock dividend or a dividend on the Shares of rights or warrants to purchase securities of the Company shall be made, then there shall be substituted for or added to each Share theretofore subject to the RSUs the number and kind of shares of stock or other securities into which each outstanding Share shall be so changed, or for which each such Share shall be exchanged, or to which each such Share shall be entitled. The other terms of the RSUs shall also be appropriately amended as may be necessary to reflect the foregoing events. In the event there shall be any other change in the number or kind of the outstanding Shares, or of any stock or other securities into which such Shares shall have been exchanged, then if the Board of Directors shall, in its sole discretion, determine that such change equitably requires an adjustment in the RSUs, such adjustment shall be made in accordance with such determination.
(b)Fractional Shares resulting from any adjustment in the RSUs may be settled in cash or otherwise as the Board of Directors shall determine, in its sole discretion. Notice of any adjustment will be given to you and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes hereof.
(c)The Board of Directors shall have the power to amend the RSUs to permit the immediate vesting of the RSUs (and to terminate any unvested RSUs) and the distribution of the underlying Shares prior to the effectiveness of (i) any disposition of substantially all of the assets of the Company, (ii) the shutdown, discontinuance of operations or dissolution of the Company, or (iii) the merger or consolidation of the Company with or into any other unrelated corporation.
4.If you are resident outside of the United States, you agree, as a condition of the grant of the RSUs, to repatriate all payments attributable to the Shares and/or cash acquired under the 2011 Plan (including, but not limited to, dividends, dividend equivalents and any proceeds derived from the sale of the Shares acquired pursuant to the RSUs) required by and in accordance with local foreign exchange rules and regulations in your country of residence. In addition, you also agree to take any and all actions, and consent to any and all actions taken by the Company and its Subsidiaries, as may be required to allow the Company and its Subsidiaries to comply with local laws, rules and regulations in your country of residence. Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence.
5.If you are resident in a country that is a member of the European Union, the grant of the RSUs and these Terms and Conditions are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the "Age Discrimination Rules"). To the extent that a court or tribunal of competent jurisdiction determines that any provision of these Terms and Conditions is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.
6.Regardless of any action the Company takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the subsequent sale of any Shares acquired pursuant to the RSUs and the receipt of any dividends or dividend equivalents and (ii) do
not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items. Further, if you become subject to taxation in more than one country between the grant date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company may be required to withhold or account for Tax-Related Items in more than one country.
Prior to any taxable event (or such later date(s) as specified in a valid deferral election form), if your country of residence (and/or the country services as a director occur, if different) requires withholding of Tax-Related Items, the Company shall withhold a number of whole Shares that have an aggregate Fair Market Value that the Company, taking into account local requirements and administrative issues, determines in its sole discretion is appropriate to cover withholding for Tax-Related Items with respect to the Shares. The cash equivalent of the Shares withheld will be used to settle the obligation to withhold the Tax-Related Items. In cases where the Fair Market Value of the number of whole Shares withheld is greater than the amount required to be paid to the relevant government authorities with respect to withholding for Tax-Related Items, the Company shall make a cash payment to you equal to the difference as soon as administratively practicable. In the event that withholding in Shares is prohibited or problematic under applicable law or otherwise may trigger adverse consequences to the Company, the Company shall withhold the Tax-Related Items required to be withheld with respect to the Shares in cash from your director fees or other amounts payable to you. In the event the withholding requirements are not satisfied through the withholding of Shares or through your director fees or other amounts payable to you by the Company, no Shares will be issued to you (or your estate) unless and until satisfactory arrangements have been made by you with respect to the payment of any Tax-Related Items that the Company determines, in its sole discretion, should be withheld or collected with respect to such RSUs. By accepting these RSUs, you expressly consent to the withholding of Shares and/or withholding from your director fees or other amounts payable to you as provided for hereunder. All other Tax-Related Items related to the RSUs and any Shares delivered in payment thereof are your sole responsibility.
7.The RSUs are intended to be exempt from the requirements of Code Section 409A. The 2011 Plan and these Terms and Conditions shall be administered and interpreted in a manner consistent with this intent. If the Company determines that these Terms and Conditions are subject to Code Section 409A and that it has failed to comply with the requirements of that Section, the Company may, at the Company's sole discretion, and without your consent, amend these Terms and Conditions to cause them to comply with Code Section 409A or be exempt from Code Section 409A.
8.The RSUs shall be transferable only by will or the laws of descent and distribution. If you purport to make any transfer of the RSUs, except as aforesaid, the RSUs and all rights thereunder shall terminate immediately.
9.The RSUs shall not be vested in whole or in part, and the Company shall not be obligated to issue any Shares subject to the RSUs, if such issuance would, in the opinion of counsel for the Company, violate the Securities Act of 1933 or any other U.S. federal, state or non-U.S. statute having similar requirements as it may be in effect at the time. The RSUs are subject to the further requirement that, if at any time the Board of Directors shall determine in its discretion that the listing or qualification of the Shares subject to the RSUs under any securities exchange requirements or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of or in connection with the issuance of Shares pursuant to the RSUs, the RSUs may not be vested in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors.
10.The grant of the RSUs shall not confer upon you any right to serve as a Director of the Company nor limit in any way the right of the Company to terminate your service as a Director at any time.
You shall have no rights as a shareholder of the Company with respect to any Shares issuable upon the vesting of the RSUs until the date of issuance of such Shares.
11.You acknowledge and agree that the 2011 Plan is discretionary in nature and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of the RSUs under the 2011 Plan is a one-time benefit and does not create any contractual or other right to receive a grant of RSUs or any other award under the 2011 Plan or other benefits in lieu thereof in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of any grant, the number of Shares subject to the grant, and the vesting provisions. Any amendment, modification or termination of the 2011 Plan shall not constitute a change or impairment of the terms and conditions of your service as a Director of the Company.
12.These Terms and Conditions shall bind and inure to the benefit of the Company, its successors and assigns and you and your estate in the event of your death.
13.The Company is located at 1941 Stryker Way, Portage, Michigan 49002, U.S.A. and grants RSUs under the 2011 Plan to employees and directors of the Company and Subsidiaries in its sole discretion. In conjunction with the Company's grant of the RSUs under the 2011 Plan and its ongoing administration of such awards, the Company is providing the following information about its data collection, processing and transfer practices ("Personal Data Activities"). In accepting the grant of the RSUs, you expressly and explicitly consent to the Personal Data Activities as described herein.
(a)The Company collects, processes and uses your personal data, including your name, home address, email address, and telephone number, date of birth, social insurance number or other identification number, citizenship, any Shares or directorships held in the Company, and details of all RSUs or any other equity compensation awards granted, canceled, exercised, vested, or outstanding in your favor, which the Company receives from you. In granting the RSUs under the 2011 Plan, the Company will collect your personal data for purposes of allocating Shares and implementing, administering and managing the 2011 Plan. The Company's legal basis for the collection, processing and usage of your personal data is your consent.
(b)The Company transfers your personal data to the Stock Plan Administrator. In the future, the Company may select a different Stock Plan Administrator and share your personal data with another company that serves in a similar manner. The Stock Plan Administrator will open an account for you, if an account is not already in place, to receive and trade Shares acquired under the 2011 Plan. You will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to your ability to participate in the 2011 Plan.
(c)The Company and the Stock Plan Administrator are based in the United States. You should note that your country of residence may have enacted data privacy laws that are different from the United States. The Company's legal basis for the transfer of your personal data to the United States is your consent.
(d)Your participation in the 2011 Plan and your grant of consent is purely voluntary. You may deny or withdraw your consent at any time. If you do not consent, or if you withdraw your consent, you may be unable to participate in the 2011 Plan. This would not affect your existing directorship or your annual cash retainer; instead, you merely may forfeit the opportunities associated with the 2011 Plan.
You may have a number of rights under the data privacy laws in your country of residence. For example, your rights may include the right to (i) request access or copies of personal data the Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent authorities in your country or residence, and/or (vi) request a list with the names and addresses of any potential recipients of your personal data. To receive clarification
regarding your rights or to exercise your rights, you should contact the Company's Human Resources Department.
14.The grant of the RSUs is not intended to be a public offering of securities in your country of residence. The Company has not submitted any registration statement, prospectus or other filing(s) with the local securities authorities (unless otherwise required under local law). No employee of the Company is permitted to advise you on whether you should acquire Shares under the 2011 Plan or provide you with any legal, tax or financial advice with respect to the grant of the RSUs. The acquisition of Shares involves certain risks, and you should carefully consider all risk factors and tax considerations relevant to the acquisition of Shares under the 2011 Plan or the disposition of them. Further, you should carefully review all of the materials related to the RSUs and the 2011 Plan, and you should consult with your personal legal, tax and financial advisors for professional advice in relation to your personal circumstances.
15.All questions concerning the construction, validity and interpretation of the RSUs and the 2011 Plan shall be governed and construed according to the laws of the state of Michigan, without regard to the application of the conflicts of laws provisions thereof. Any disputes regarding the RSUs or the 2011 Plan shall be brought only in the state or federal courts of the state of Michigan.
16.The Company may, in its sole discretion, decide to deliver any documents related to the RSUs or other awards granted to you under the 2011 Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the 2011 Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
17.The invalidity or unenforceability of any provision of the 2011 Plan or these Terms and Conditions shall not affect the validity or enforceability of any other provision of the 2011 Plan or these Terms and Conditions.
18.If you are resident outside of the United States, you acknowledge and agree that it is your express intent that these Terms and Conditions, the 2011 Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSUs be drawn up in English. If you have received these Terms and Conditions, the 2011 Plan or any other documents related to the RSUs translated into a language other than English and the meaning of the translated version is different than the English version, the English version will control.
19.Notwithstanding any provisions of these Terms and Conditions to the contrary, the RSUs shall be subject to any special terms and conditions for your country of residence set forth in an addendum to these Terms and Conditions (an "Addendum"). Further, if you transfer your residence to another country reflected in an Addendum to these Terms and Conditions at the time of transfer, the special terms and conditions for such country will apply to you to the extent the Company determines, in its sole discretion, that the application of such special terms and conditions is necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the award and the 2011 Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer). In all circumstances, any applicable Addendum shall constitute part of these Terms and Conditions.
20.The Company reserves the right to impose other requirements on the RSUs, any Shares acquired pursuant to the RSUs, and your participation in the 2011 Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the award
and the 2011 Plan. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.
21. By accepting the grant of the RSUs, you acknowledge that you have read these Terms and Conditions, the Addendum to these Terms and Conditions (as applicable) and the 2011 Plan and specifically accept and agree to the provisions therein.
STRYKER CORPORATION
ADDENDUM TO
TERMS AND CONDITIONS
RELATING TO RESTRICTED STOCK UNITS GRANTED
PURSUANT TO THE 2011 PLAN, AS AMENDED AND RESTATED
In addition to the terms of the 2011 Plan and the Terms and Conditions, the RSUs are subject to the following additional terms and conditions (the "Addendum"). The information reflected in this Addendum is based on the securities, exchange control and other laws in effect in the respective countries as of November 2024. All capitalized terms as contained in this Addendum shall have the same meaning as set forth in the 2011 Plan and the Terms and Conditions. Pursuant to Section 20 of the Terms and Conditions, if you transfer your residence and/or place of service to another country reflected in an Addendum at the time of transfer, the special terms and conditions for such country will apply to you to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law, rules and regulations, or to facilitate the operation and administration of the award and the 2011 Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer).
Data Privacy Information: European Union ("EU") / European Economic Area ("EEA") / Switzerland and the United Kingdom*
*The below information is for data privacy purposes only and you should determine whether any other special terms and conditions apply to your awards in these jurisdictions.
1.Data Privacy. If you reside and/or you perform services in the EU / EEA, Switzerland or the United Kingdom the following provision replaces Section 14 of the Terms and Conditions:
The Company is located at 1941 Stryker Way, Portage, Michigan 49002, U.S.A. and grants RSUs under the 2011 Plan to employees and directors of the Company and its Subsidiaries in its sole discretion. You should review the following information about the Company's data processing practices.
(a)Data Collection, Processing and Usage. Pursuant to applicable data protection laws, you are hereby notified that the Company collects, processes and uses certain personally identifiable information about you for the legitimate interest of implementing, administering and managing the 2011 Plan and generally administering equity awards; specifically, including your name, home address, email address and telephone number, date of birth, social insurance number or other identification number, citizenship, any Shares or directorships held in the Company, and details of all options or any other awards granted, canceled, exercised, vested, or outstanding in your favor, which the Company receives from you. In granting the RSUs under the 2011 Plan, the Company will collect your personal data for purposes of allocating Shares and implementing, administering and managing the 2011 Plan. The Company's collection, processing, use and transfer of your personal data is necessary for the performance of the Company's contractual obligations under the 2011 Plan and pursuant to the Company's legitimate interest of managing and generally administering equity awards. Your refusal to provide personal data would make it impossible for the Company to perform its contractual obligations and may affect your ability to participate in the 2011 Plan. As such, by participating in the 2011 Plan, you voluntarily acknowledge the collection, processing and use of your personal data as described herein.
(b)Stock Plan Administration Service Provider. The Company transfers participant data to the Stock Plan Administrator. In the future, the Company may select a different Stock Plan Administrator
and share your data with another company that serves in a similar manner, including, but not limited to, the Company's outside legal counsel as well as the Company’s auditor. The Stock Plan Administrator will open an account for you, if an account is not already in place, to receive and trade Shares acquired under the 2011 Plan. You will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to your ability to participate in the 2011 Plan.
(c)International Data Transfers. The Company and the Stock Plan Administrator are based in the United States. The Company can only meet its contractual obligations to you if your personal data is transferred to the United States. The Company's legal basis for the transfer of your personal data to the United States is to satisfy its contractual obligations to you and/or its use of the standard data protection clauses adopted by the EU Commission.
(d)Data Retention. The Company will use your personal data only as long as is necessary to implement, administer and manage your participation in the 2011 Plan or as required to comply with legal or regulatory obligations, including under tax and security laws. When the Company no longer needs your personal data, the Company will remove it from its systems. If the Company keeps your data longer, it would be to satisfy legal or regulatory obligations and the Company's legal basis would be for compliance with relevant laws or regulations.
(e)Data Subject Rights. You may have a number of rights under data privacy laws in your country of residence. For example, your rights may include the right to (i) request access or copies of personal data the Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent authorities in your country of residence, and/or (vi) request a list with the names and addresses of any potential recipients of the Participant's personal data. To receive clarification regarding your rights or to exercise your rights, you should contact the Company's Human Resources Department.
ARGENTINA
1.Securities Law Information. Neither the grant of the RSUs, nor the issuance of Shares subject to the RSUs, constitutes a public offering in Argentina. The grant of RSUs pursuant to the 2011 Plan is a private placement and is not subject to any filing or disclosure requirements in Argentina.
2.Language Consent. By accepting the RSUs, you acknowledge that you are proficient in reading and understanding English and fully understands the terms of the documents related to the RSUs (the Terms and Conditions, this Addendum and the 2011 Plan), which were provided in the English language. You accept the terms of these documents accordingly.
Consentimiento lingüístico. Al aceptar las RSU, usted reconoce que domina la lectura y la comprensión del inglés y comprende plenamente los términos de los documentos relacionados con las RSU (los Términos y condiciones, este Anexo y el Plan 2011), que se proporcionaron en inglés. Usted acepta los términos de estos documentos en consecuencia.
AUSTRALIA
1.RSUs Conditioned on Satisfaction of Regulatory Obligations. If you are (a) a director of a Subsidiary incorporated in Australia, or (b) a person who is a management-level executive of a Subsidiary incorporated in Australia and who also is a director of a Subsidiary incorporated outside of Australia, the grant of the RSUs is conditioned upon satisfaction of the shareholder approval provisions of section 200B of the Corporations Act 2001 (Cth) in Australia.
2.Securities Law Information. This grant of RSUs is being made under Division 1A Part 7.12 of the Australian Corporations Act 2001 (Cth). If Shares acquired under the 2011 Plan are offered for sale to a person or entity resident in Australia, your offer may be subject to disclosure requirements under Australian law. You should obtain legal advice on any disclosure obligations prior to making any such offer.
3.Tax Notification. The 2011 Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act).
4.Exchange Control Information. Exchange control reporting is required for cash transactions exceeding AUD 10,000 and international fund transfers. The Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, you personally will be required to file the report. You should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in connection with your participation in the 2011 Plan.
AUSTRIA
1.Exchange Control Information. If you hold Shares obtained under the 2011 Plan or cash (including proceeds from the sale of Shares) outside Austria, you may be required to submit quarterly reports to the Austrian National Bank. An exemption applies if the value of the Shares held outside Austria of any quarter does not exceed a certain threshold (currently €5,000,000). The deadline for filing the quarterly report is the 15th of the month following the end of the respective quarter. When the Shares are sold, you may be required to comply with certain exchange control obligations if the cash proceeds from the sale is held outside Austria, as a separate reporting requirement applies to any non-Austrian cash accounts. If the transaction volume of all of your cash accounts abroad exceeds a certain threshold (currently €10,000,000), the movements and the balance of all accounts must be reported monthly, as of the last day of the month, on or before the 15th day of the following month, on the prescribed forms. The thresholds described above may be subject to change. You should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in connection with your participation in the 2011 Plan.
BELGIUM
1.Foreign Asset/Account Reporting Information. Belgian residents are required to report any security (e.g, Shares acquired under the 2011 Plan) or bank account established outside of Belgium on their personal annual tax return. In a separate report, Belgian residents also are required to provide a central contact point of the National Bank of Belgium with the account number of those foreign bank accounts, the name of the bank with which the accounts were opened and the country in which they were opened in a separate report. This report, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be, under the Kredietcentrales / Centrales des credits caption. You should consult with your personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in connection with your participation in the 2011 Plan.
2.Stock Exchange Tax Information. A stock exchange tax applies to transactions executed by Belgian residents through a non-Belgian financial intermediary, such as a U.S. broker. The stock exchange tax will apply when Shares acquired pursuant to the RSUs are sold. You should consult with a personal tax or financial advisor for additional details on your obligations with respect to the stock exchange tax.
3.Annual Securities Account Tax. An annual securities accounts tax may be payable if the total value of securities held in a Belgian or foreign securities account (e.g., Shares acquired under the 2011 Plan) exceeds a certain threshold on four reference dates within the relevant reporting period (i.e., December 31, March 31, June 30 and September 30). In such case, the tax will be due on the value of the
qualifying securities held in such account. You should consult with a personal tax or financial advisor for additional details on your obligations with respect to the annual securities account tax.
BRAZIL
1.Compliance with Law. By accepting the RSUs, you acknowledge and agree to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the vesting of the RSUs, the issuance and/or sale of Shares acquired under the 2011 Plan and the receipt of any dividends.
2.Exchange Control Information. If you are resident or domiciled in Brazil, you will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is greater than USD1 million as of December 31 of each year. If the aggregate value exceeds USD100 million as of the end of each quarter, a declaration must be submitted quarterly. Assets and rights that must be reported include Shares acquired under the 2011 Plan. You should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in connection with your participation in the 2011 Plan.
3.Tax on Financial Transaction (IOF). Repatriation of funds (e.g., the proceeds from the sale of Shares) into Brazil and the conversion of USD into BRL associated with such fund transfers may be subject to the Tax on Financial Transactions. It is your responsibility to comply with any applicable Tax on Financial Transactions arising from your participation in the 2011 Plan. You should consult with your personal tax advisor for additional details.
CANADA
1.Settlement in Shares. Notwithstanding anything to the contrary in the Terms and Conditions or the 2011 Plan, the RSUs shall be settled only in Shares (and may not be settled in cash).
2.Foreign Asset/Account Reporting Information. Specified foreign property, including the RSUs, Shares acquired under the 2011 Plan, and other rights to receive shares of a non-Canadian company held by a Canadian resident generally must be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the specified foreign property exceeds C$100,000 at any time during the year. Thus, the unvested portion of the RSUs must be reported – generally at a nil cost – if the C$100,000 cost threshold is exceeded because you holds other specified foreign property. When Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares. The ACB ordinarily will equal the fair market value of the Shares at the time of acquisition, but if you owns other Shares, the ACB may need to be averaged with the ACB of the other Shares. You should consult with your personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in connection with your participation in the 2011 Plan.
CHILE
1.Private Placement. The following provision shall replace Section 15 of the Terms
and Conditions:
The grant of the RSUs hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement.
(a)The starting date of the offer will be the grant date, and this offer conforms to General Ruling no. 336 of the Chilean Commission for the Financial Markets ("CMF");
(b)The offer deals with securities not registered in the registry of securities or in the registry of foreign securities of the CMF, and therefore such securities are not subject to its oversight;
(c)The Company, as the issuer, is not obligated to provide public information in Chile regarding the foreign securities, as such securities are not registered with the CMF; and
(d)The Shares, as foreign securities, shall not be subject to public offering as long as they are not registered with the corresponding registry of securities in Chile.
(e)a fecha de inicio de la oferta será el de la fecha de otorgamiento y esta oferta se acoge a la norma de Carácter General n° 336 de la Comisión para el Mercado Financiero Chilena ("CMF");
(f)La oferta versa sobre valores no inscritos en el registro de valores o en el registro de valores extranjeros que lleva la CMF, por lo que tales valores no están sujetos a la fiscalización de ésta;
(g)Por tratar de valores no inscritos no existe la obligación por parte del emisor de entregar en chile información pública respecto de esos valores; y
(h)Esos valores no podrán ser objeto de oferta pública mientras no sean inscritos en el registro de valores correspondiente.
2.Exchange Control Information. If your aggregate investments held outside of Chile (including the value of Shares acquired under the 2011 Plan) are equal to or greater than USD5,000,000, you must provide the Central Bank with updated information accumulated for a three-month period within 45 calendar days of March 31, June 30 and September 30 and within 60 calendar days of December 31. Annex 3.1 of Chapter XII of the Foreign Exchange Regulations Manual must be used to file this report. You are not required to repatriate funds obtained from the sale of Shares or the receipt of any dividends to Chile. However, if you decide to repatriate such funds, you must do so through the Formal Exchange Market if the funds exceed USD10,000. In such case, you must report the payment to a commercial bank or the registered foreign exchange office receiving the funds. If you do not repatriate the funds and instead use such funds for the payment of other obligations contemplated under a different Chapter of the Foreign Exchange Regulations, you must sign Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank within the first 10 days of the month immediately following the transaction. You should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in connection with your participation in the 2011 Plan.
3.Foreign Asset/Account Reporting Information. The Chilean Internal Revenue Service (“CIRS”) requires all taxpayers to provide information annually regarding: (a) any taxes paid abroad which they will use as a credit against Chilean income taxes, and (b) the results of foreign investments. These annual reporting obligations must be complied with by submitting a sworn statement setting forth this information before July 1 of each year. The sworn statement disclosing this information (or Formularios) must be submitted electronically through the CIRS website, www.sii.cl, using Form 1929. You should consult with your personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in connection with your participation in the 2011 Plan.
COLOMBIA
1.Securities Law Information. The Shares subject to the RSUs are not and will not be registered in the Colombian registry of publicly traded securities (Registro Nacional de Valores y Emisores)
and therefore the Shares may not be offered to the public in Colombia. Nothing in this document should be construed as the making of a public offer of securities in Colombia.
2.Exchange Control Information. Investments in assets located outside Colombia (including Shares) are subject to registration with the Central Bank (Banco de la República), as foreign investments held abroad, regardless of value. In addition, all payments related to the liquidation of such investments must be transferred through the Colombian foreign exchange market (e.g. local banks), which includes the obligation of correctly completing and filing the appropriate foreign exchange form (declaración de cambio). You should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in connection with your participation in the 2011 Plan.
3.Foreign Asset/Account Reporting Information. An annual informative return must be filed with the Colombian Tax Office detailing any assets held abroad (including the Shares acquired under the 2011 Plan). If the individual value of any of these assets exceeds a certain threshold, each asset must be described (e.g., its nature and its value) and the jurisdiction in which it is located must be disclosed. You acknowledge that you personally are responsible for complying with this tax reporting requirement. You should consult with your personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in connection with your participation in the 2011 Plan.
COSTA RICA
No country specific provisions.
FINLAND
1.Withholding of Tax-Related Items. Notwithstanding anything in Section 6 of the Terms and Conditions to the contrary, if you are a local national of Finland, any Tax-Related Items shall be withheld only in cash or other amounts payable to you in cash or such other withholding methods as may be permitted under the 2011 Plan and allowed under local law.
2.Foreign Asset/Account Reporting Information. Finland has not adopted any specific reporting requirements with respect to foreign assets/accounts. However, you should check your pre-completed tax return to confirm that the ownership of Shares and other securities (foreign or domestic) are correctly reported. If you find any errors or omissions, you must make the necessary corrections electronically or by sending specific paper forms to the local tax authorities. You should consult with your personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in connection with your participation in the 2011 Plan.
FRANCE
1.Non-Qualified Nature of RSUs. The Award granted pursuant to the Terms and Conditions is not intended to be “French-qualified” and is ineligible for specific tax and/or social security treatment in France under Sections L. 225-197-1 to L. 225-197-5 and Sections L. 22-10-59 to L. 22-10-60 of the French Commercial Code, as amended.
2.Exchange Control Information. The value of any cash or securities imported to or exported from France without the use of a financial institution must be reported to the customs and excise authorities when the value of such cash or securities is equal to or greater than a certain amount (currently
€10,000). You should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in connection with your participation in the 2011 Plan.
3.Foreign Asset/Account Reporting Information. French residents must report annually any shares and bank accounts held outside France, including the accounts that were opened, used and/or closed during the tax year, to the French tax authorities, on an annual basis on a special Form N° 3916, together with your personal income tax return. Failure to report triggers a significant penalty. You should consult with your personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in connection with your participation in the 2011 Plan.
4.Use of English Language. By accepting your RSUs, you acknowledge and agree that it is your wish that the Terms and Conditions, this Addendum, as well as all other documents, notices and legal proceedings entered into, given or instituted pursuant to your RSUs, either directly or indirectly, be drawn up in English.
Langue anglaise. En acceptant l'allocation de vos RSUs, vous reconnaissez et acceptez avoir souhaité que le Termes et Conditions, le présent avenant, ainsi que tous autres documents exécutés, avis donnés et procédures judiciaires intentées, relatifs, directement ou indirectement, à l'allocation de vos RSUs, soient rédigés en anglais.
BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE PROVISIONS OF THE 2011 PLAN, THE TERMS AND CONDITIONS AND THIS ADDENDUM.
PLEASE SIGN AND RETURN THIS ADDENDUM VIA EMAIL NO LATER THAN APRIL 28, 2025 TO STOCKPLANADMINISTRATION@STRYKER.COM.
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GERMANY
1.Exchange Control Information. Cross-border payments in excess of €12,500 in connection with the 2011 Plan (e.g., proceeds from the sale of Shares acquired under the 2011 Plan) and/or if the Company withholds or sells Shares with a value in excess of EUR 12,500 for any Tax-Related Items, must be reported to the German Federal Bank (Bundesbank) by the fifth day of the month following the month in which the payment is received or made. If you acquire Shares with a value in excess of €12,500, the Company will report the acquisition of such Shares to the German Federal Bank. If you otherwise make or receive a payment in excess of €12,500, you personally must report the payment to Bundesbank electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal Statistik”) available via Bundesbank’s website (www.bundesbank.de). You should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in connection with your participation in the 2011 Plan.
2.Foreign Asset/Account Reporting Information. German residents must notify their local tax office of the acquisition of Shares when they file their personal income tax returns for the relevant year if the value of the Shares acquired exceeds €150,000 or in the unlikely event that the resident holds Shares
exceeding 10% of the Company’s total Shares outstanding. However, if the Shares are listed on a recognized U.S. stock exchange and you own less than 1% of the total Shares, this requirement will not apply even if Shares with a value exceeding €150,000 are acquired. You should consult with your personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in connection with your participation in the 2011 Plan.
HONG KONG
1.Important Notice. Warning: The contents of the Terms and Conditions, this Addendum, the 2011 Plan, and all other materials pertaining to the RSUs and/or the 2011 Plan have not been reviewed by any regulatory authority in Hong Kong. You are hereby advised to exercise caution in relation to the offer thereunder. If you have any doubts about any of the contents of the aforesaid materials, you should obtain independent professional advice.
2.Lapse of Restrictions. If, for any reason, Shares are issued to you within six (6) months of the grant date, you agree that you will not sell or otherwise dispose of any such Shares prior to the six-month anniversary of the grant date.
3.Settlement in Shares. Notwithstanding anything to the contrary in this Addendum, the Terms and Conditions or the 2011 Plan, the RSUs shall be settled only in Shares (and may not be settled in cash).
4.Nature of the 2011 Plan. The Company specifically intends that the 2011 Plan will not be treated as an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance ("ORSO"). To the extent any court, tribunal or legal/regulatory body in Hong Kong determines that the 2011 Plan constitutes an occupational retirement scheme for the purposes of ORSO, the grant of the RSUs shall be null and void.
INDIA
1.Exchange Control Information. Any funds realized in connection with the 2011 Plan (e.g., proceeds from the sale of Shares and cash dividends paid on the Shares) must be repatriated to India within a specified period of time after receipt as prescribed under Indian exchange control laws. You are personally responsible for obtaining a foreign inward remittance certificate (“FIRC”) from the bank where you deposit the foreign currency and holding the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Company requests proof of repatriation. You are personally responsible for complying with exchange control laws in India, and the Company will not be liable for any fines or penalties resulting from your failure to comply with applicable laws. You should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in connection with your participation in the 2011 Plan.
2.Foreign Asset/Account Reporting Information. You are required to declare your foreign bank accounts and any foreign financial assets (including Shares acquired under the 2011 Plan held outside India) in your annual tax return. You should consult with your personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in connection with your participation in the 2011 Plan.
IRELAND
1.Director Notification Obligations. If you are a director, shadow director or secretary of an Irish subsidiary whose interest in the Company represents more than 1% of the Company’s voting share capital, you are required to notify such Irish subsidiary in writing within a certain time period. upon the
acquisition of RSUs or any Shares issued pursuant to RSUs. This notification requirement also applies with respect to the interests in the Company of your spouse or children under the age of 18 (whose interests will be attributed to you in your capacity as a director, shadow director or secretary of the Irish subsidiary).
ITALY
1.Foreign Asset/Account Reporting Information. Italian residents who, at any time during the fiscal year, hold foreign financial assets (including cash and Shares) which may generate income taxable in Italy are required to report these assets on their annual tax returns (UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions. You should consult with your personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in connection with your participation in the 2011 Plan.
2.Foreign Asset Tax. The value of any Shares (and other financial assets) held outside Italy by individuals resident of Italy may be subject to a foreign asset tax. The taxable amount will be the fair market value of the financial assets (e.g., Shares) assessed at the end of the calendar year. The value of financial assets held abroad must be reported in Form RM of the annual return. You should consult your personal tax advisor for additional information on the foreign asset tax.
JAPAN
1.Exchange Control Information. If you acquire Shares valued at more than ¥100,000,000 in a single transaction, you must file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within 20 days of the purchase of the Shares. You should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in connection with your participation in the 2011 Plan.
2.Foreign Asset/Account Reporting Information. You will be required to report details of any assets held outside Japan as of December 31st to the extent such assets have a total net fair market value exceeding ¥50,000,000. This report is due by March 15 each year. You should consult with your personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in connection with your participation in the 2011 Plan.
MEXICO
1.Securities Law Information. You expressly recognize and acknowledge that the Company's grant of RSUs and the underlying Shares under the 2011 Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the 2011 Plan, the Terms and Conditions and any other document relating to the RSUs may not be publicly distributed in Mexico. These materials are addressed to you only because of your existing relationship with the Company and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities but rather constitutes a private placement of securities addressed specifically to individuals who are performing services for the Company in Mexico made in accordance with the
provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred.
NETHERLANDS
1.Tax Deferral Upon Retirement. Unless you otherwise elect by contacting Stryker no later than April 28, 2025, you hereby agree that upon Retirement eligibility, the RSUs shall not become taxable until the date of settlement when Shares are actually delivered or otherwise made available.
NEW ZEALAND
1.WARNING. You are being offered RSUs to be settled in the form of shares of Stryker Corporation common stock. If the Company runs into financial difficulties and is wound up, you may lose some or all your investment. New Zealand law normally requires people who offer financial products to give information to investors before they invest. This requires those offering financial products to have disclosed information that is important for investors to make an informed decision. The usual rules do not apply to this offer because it is an offer made under the Employee Share Scheme exemption. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment. You should ask questions, read all documents carefully, and seek independent financial advice before accepting the offer. The Company's Shares are currently traded on the New York Stock Exchange under the ticker symbol "SYK" and Shares acquired under the 2011 Plan may be sold through this exchange. You may end up selling the Shares at a price that is lower than the value of the Shares when you acquired them. The price will depend on the demand for the Company's Shares. The Company's most recent annual report (which includes the Company's financial statements) is available at [https://investors.stryker.com/financial-information/sec- filings/default.aspx]. You are entitled to receive a copy of this report, free of charge, upon written request to the Company at STOCKPLANADMINISTRATION@STRYKER.COM.
POLAND
1.Exchange Control Information. If you maintain bank or brokerage accounts holding cash and foreign securities (including Shares) outside of Poland, you will be required to report information to the National Bank of Poland on transactions and balances in such accounts if the value of such cash and securities exceeds PLN 7 million. If required, such reports must be filed on special forms available on the website of the National Bank of Poland. Further, any transfer of funds in excess of a certain threshold (generally, EUR 15,000) into or out of Poland must be effected through a bank account in Poland. Finally, you are required to store all documents connected with any foreign exchange transactions that you engage in for a period of five years, as measured from the end of the year in which such transaction occurred. You should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in connection with your participation in the 2011 Plan.
2. Foreign Asset/Account Reporting Information. Polish residents holding foreign securities(e.g., Shares) and/or maintaining accounts abroad are obligated to file quarterly reports with the National Bank of Poland incorporating information on transactions and balances of the securities and cash deposited in such accounts if the value of such securities and cash (when combined with all other assets held abroad) exceeds PLN 7,000,000. You should consult with your personal advisor(s) regarding any
personal foreign asset/foreign account tax obligations you may have in connection with your participation in the 2011 Plan.
PORTUGAL
No country specific provisions.
PUERTO RICO
No country specific provisions.
ROMANIA
1.Exchange Control Information. You are not required to seek special authorization from the National Bank of Romania in order to open or maintain a foreign bank account. However, if you remit foreign currency into Romania (e.g., proceeds from the sale of Shares), you may be required to provide the Romanian bank through which the foreign currency is transferred with appropriate documentation. You should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in connection with your participation in the 2011 Plan.
RUSSIA
1.IMPORTANT NOTIFICATION. You may be required to repatriate certain cash amounts received with respect to the RSUs to Russia as soon as you intend to use those cash amounts for any purpose, including reinvestment. If the repatriation requirement applies, such funds must initially be credited to you through a foreign currency account at an authorized bank in Russia. After the funds are initially received in Russia, they may be further remitted to foreign banks in accordance with Russian exchange control laws. Under the Directive N 5371-U of the Russian Central Bank (the "CBR"), the repatriation requirement may not apply in certain cases with respect to cash amounts received in an account that is considered by the CBR to be a foreign brokerage account. Statutory exceptions to the repatriation requirement also may apply. You should contact your personal advisor to ensure compliance with the applicable exchange control requirements prior to vesting in the RSUs and/or selling the Shares acquired pursuant to the RSUs.
2.SECURITIES LAW NOTIFICATION. The grant of RSUs and the issuance of Shares upon vesting are not intended to be an offering of securities with the Russian Federation, and the Terms and Conditions, the 2011 Plan, this Addendum and all other materials that you receive in connection with the grant of RSUs and your participation in the 2011 Plan (collectively, "Grant Materials") do not constitute advertising or a solicitation within the Russian Federation. In connection with your grant of RSUs, the Company has not submitted any registration statement, prospectus or other filing with the Russian Federal Bank or any other governmental or regulatory body within the Russian Federation, and the Grant Materials expressly may not be used, directly or indirectly, for the purpose of making a securities offering or public circulation of Shares within the Russian Federation. Any Shares acquired under the 2011 Plan will be maintained on your behalf outside of Russia. Moreover, you will not be permitted to sell or otherwise alienate any Shares directly to other Russian legal entities or individuals.
3.EXCHANGE CONTROL NOTIFICATION. You are solely responsible for complying with applicable Russian exchange control regulations. Since the exchange control regulations change frequently and without notice, you should consult your legal advisor prior to the acquisition or sale of Shares under the 2011 Plan to ensure compliance with current regulations. As noted, it is your personal responsibility to
comply with Russian exchange control laws, and neither the Company nor any Subsidiary will be liable for any fines or penalties resulting from failure to comply with applicable laws.
4.ANTI-CORRUPTION NOTIFICATION. Anti-corruption laws prohibit certain public servants, their spouses and their dependent children from owning any foreign source financial instruments (e.g., shares of foreign companies such as the Company). Accordingly, you should inform the Company if you are covered by these laws as this relates to your acquisition of Shares under the 2011 Plan.
SINGAPORE
1.Qualifying Person Exemption. The following provision shall replace Section 16 of the Terms and Conditions:
The grant of the RSUs under the 2011 Plan is being made pursuant to the "Qualifying Person" exemption" under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) ("SFA"). The 2011 Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. You should note that, as a result, the RSUs are subject to section 257 of the SFA and you will not be able to make (a) any subsequent sale of the Shares in Singapore or (ii) any offer of such subsequent sale of the Shares subject to the RSUs in Singapore, unless such sale or offer is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA (Chapter 289, 2006 Ed.).
2. Director Reporting Notification. If you are a director, associate director or shadow director of a Singapore company, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore company in writing when you receive an interest (e.g., RSUs or Shares) in the Company or any related company. In addition, you must notify the Singapore company when you sell Shares (including when you sell Shares acquired at vesting of the Restricted Stock Units). These notifications must be made within two business days of acquiring or disposing of any interest in the Company or any related company. In addition, a notification must be made of your interests in the Company or any related company within two business days of becoming a director.
3. Insider Trading Notice. You acknowledge that you should be aware of the Singapore insider-trading rules, which may impact your ability to acquire or dispose of Shares. Under the Singapore insider-trading rules, you are prohibited from selling Shares when you are in possession of information concerning the Company which is not generally available and which you know or should know will have a material effect on the price of such Shares once such information is generally available.
SOUTH AFRICA
1.Withholding Taxes. In addition to the provisions of Section 6 of the Terms and Conditions, you agree to notify the Company of the amount of any gain realized upon vesting of the RSUs. If you fail to advise the Company of the gain realized upon vesting of the RSUs, you may be liable for a fine. You will be responsible for paying any difference between the actual tax liability and the amount withheld.
2. Exchange Control Obligations. You are solely responsible for complying with applicable exchange control regulations and rulings (the "Exchange Control Regulations") in South Africa. As the Exchange Control Regulations change frequently and without notice, you should consult your legal advisor prior to the acquisition or sale of Shares under the 2011 Plan to ensure compliance with current Exchange Control Regulations. Neither the Company nor any of its Subsidiaries will be liable for any fines or penalties resulting from your failure to comply with applicable laws. You should consult with your personal
advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in connection with your participation in the 2011 Plan.
3. Securities Law Information and Deemed Acceptance of RSUs. Neither the RSUs nor the underlying Shares shall be publicly offered or listed on any stock exchange in South Africa. The offer is intended to be private pursuant to Section 96 of the Companies Act and is not subject to the supervision of any South African governmental authority. Pursuant to Section 96 of the Companies Act, the RSU offer must be finalized on or before the 60th day following the grant date. If you do not want to accept the RSUs, you are required to decline the RSUs no later than the 60th day following the grant date. If you do not reject the RSUs on or before the 60th day following the grant date, you will be deemed to accept the RSUs.
SOUTH KOREA
1.Exchange Control Information. Korean residents who sell Shares acquired under the 2011 Plan and/or receive cash dividends on the Shares may have to file a report with a Korean foreign exchange bank, provided the proceeds are in excess of USD5,000 (per transaction) and deposited into a non-Korean bank account. A report may not be required if proceeds are deposited into a non-Korean brokerage account. It is your responsibility to ensure compliance with any applicable exchange control reporting obligations. You should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in connection with your participation in the 2011 Plan.
2.Foreign Asset/Account Reporting Information. Korean residents must declare all foreign financial accounts (e.g., non-Korean bank accounts, brokerage accounts) to the Korean tax authority and file a report with respect to such accounts in June of the following year if the monthly balance of such accounts exceeds KRW 500 million (or an equivalent amount in foreign currency) on any month-end date during a calendar year. You should consult with your personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in connection with your participation in the 2011 Plan.
SPAIN
1.Exchange Control Information. If you hold 10% or more of the Share capital of the Company or such other amount that would entitle you to join the Company's board of directors, the acquisition, ownership and disposition of such Shares must be declared for statistical purposes to the Spanish Dirección General de Comercio e Inversiones (the Bureau for Commerce and Investments), which is a department of the Ministry of Economy and Competitiveness. The declaration (via Form 6) must be made in January for Shares acquired or disposed of during the prior calendar year and/or for Shares owned as of December 31 of the prior calendar year; provided, if the value of the Shares acquired or sold exceeds €1,502,530, the declaration must be filed within one month of the acquisition or disposition of the Shares, as applicable. You should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in connection with your participation in the 2011 Plan.
2.Foreign Asset/Account Reporting Information. To the extent you hold rights or assets (e.g., cash or the Shares held in a bank or brokerage account) outside of Spain with a value in excess of €50,000 per type of right or asset as of December 31 each year (or at any time during the year in which you sells or disposes of such right or asset), you are required to report information on such rights and assets on your tax return for such year. After such rights or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000 per type of right or asset as of each subsequent December 31, or if you sells Shares or cancel bank accounts that were previously reported. Failure to comply with this reporting requirement may result in penalties to the Spanish residents. In addition, you may be required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments (including
Shares acquired under the 2011 Plan), and any transactions with non-Spanish residents (including any payments of Shares made pursuant to the 2011 Plan), depending on the balances in such accounts together with the value of such instruments as of December 31 of the relevant year, or the volume of transactions with non-Spanish residents during the relevant year. You should consult with your personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in connection with your participation in the 2011 Plan.
SWITZERLAND
1.Securities Law Information. Neither this document nor any other materials relating to the RSUs (a) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services ("FinSA") (b) may be publicly distributed or otherwise made publicly available in Switzerland to any person other than an employee of the Company or (c) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority ("FINMA").
TAIWAN
1.Securities Law Notice. The offer of participation in the 2011 Plan is available only for employees of the Company and its Subsidiaries. The offer of participation in the 2011 Plan is not a public offer of securities by a Taiwanese company.
2.Exchange Control Information. You may acquire and remit foreign currency (including proceeds from the sale of Shares acquired under the 2011 Plan) into Taiwan up to USD5,000,000 per year without justification. If the transaction amount is TWD$500,000 or more in a single transaction, you must submit a Foreign Exchange Transaction Form and also provide supporting documentation to the satisfaction of the remitting bank. You should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in connection with your participation in the 2011 Plan.
THAILAND
1.Exchange Control Information. If you receive proceeds from the sale of Shares or cash dividends in relation to the Shares in excess of USD1,000,000 in a single transaction, you must immediately repatriate the funds to Thailand (or utilize such funds offshore for permissible purposes) and convert the funds to Thai Baht within 360 days of repatriation or deposit the funds in an authorized foreign exchange account in Thailand. You are also required to provide details of the transaction (i.e., identification information and purpose of the transaction) to the receiving bank. If you do not repatriate such funds and utilizes them offshore for permissible purposes (i.e., purposes not listed in the negative list prescribed by the Bank of Thailand), you must obtain a waiver of the repatriation requirement from a commercial bank in Thailand by submitting an application and supporting documents evidencing that such funds will be utilized offshore for permissible purposes. You should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in connection with your participation in the 2011 Plan.
TÜRKIYE
1.Securities Law Information. Under Turkish law, you are not permitted to sell any Shares acquired under the 2011 Plan within Turkey. The Shares are currently traded on the New York Stock
Exchange, which is located outside of Turkey, under the ticker symbol "SYK" and the Shares may be sold through this exchange.
2.Financial Intermediary Obligation. You acknowledge that any activity related to investments in foreign securities (e.g., the sale of Shares) should be conducted through a bank or financial intermediary institution licensed by the Turkey Capital Markets Board and should be reported to the Turkish Capital Markets Board. You solely are responsible for complying with this requirement and should consult with a personal legal advisor for further information regarding any obligations in this respect.
UNITED ARAB EMIRATES
1.Securities Law Information. The offer of the RSUs is available only for select Employees of the Company and its Subsidiaries and is in the nature of providing incentives in the United Arab Emirates. The 2011 Plan and the Terms and Conditions are intended for distribution only to such individuals and must not be delivered to, or relied on by any other person.
Prospective purchasers of securities should conduct their own due diligence.
The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any documents in connection with this statement, including the 2011 Plan and the Terms and Conditions, or any other incidental communication materials distributed in connection with the RSUs. Further, neither the Ministry of Economy nor the Dubai Department of Economic Development has approved this statement nor taken steps to verify the information set out in it, and has no responsibility for it. Residents of the United Arab Emirates who have any questions regarding the contents of the 2011 Plan and the Terms and Conditions should obtain independent advice.
UNITED KINGDOM
1.Income Tax and Social Insurance Contribution Withholding. The following provision shall supplement Section 6 of the Terms and Conditions:
Without limitation to Section 6 of the Terms and Conditions, you agree that you are liable for all Tax- Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company, the local company or by HM Revenue and Customs ("HMRC") (or any other tax authority or any other relevant authority). You also agree to indemnify and keep indemnified the Company and / or the local company against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC on your behalf (or any other tax authority or any other relevant authority).
2. Exclusion of Claim. You acknowledge and agree that you will have no entitlement to compensation or damages in consequence of the termination of your service with the Company and the local company for any reason whatsoever and whether or not in breach of contract, insofar as any purported claim to such entitlement arises or may arise from your ceasing to have rights under or to be entitled to vest in the RSUs as a result of such termination of service (whether the termination is in breach of contract or otherwise), or from the loss or diminution in value of the RSUs. Upon the grant of the RSUs, you shall be deemed irrevocably to have waived any such entitlement.
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DocumentExhibit 31(i)
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Kevin A. Lobo, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 of Stryker Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| | | | | | | | |
| Date: | August 1, 2025 | /s/ KEVIN A. LOBO |
| | Kevin A. Lobo |
| | Chair, Chief Executive Officer and President |
ody>DocumentExhibit 31(ii)
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Preston W. Wells, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 of Stryker Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| | | | | | | | |
| Date: | August 1, 2025 | /s/ PRESTON W. WELLS |
| | Preston W. Wells |
| | Vice President, Chief Financial Officer |
DocumentExhibit 32(i)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Stryker Corporation (the "Company") for the quarter ended June 30, 2025 (the "Report"), I, Kevin A. Lobo, Chair, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| | | | | | | | |
| Date: | August 1, 2025 | /s/ KEVIN A. LOBO |
| | Kevin A. Lobo |
| | Chair, Chief Executive Officer and President |
DocumentExhibit 32(ii)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Stryker Corporation (the "Company") for the quarter ended June 30, 2025 (the "Report"), I, Preston W. Wells, Vice President, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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| Date: | August 1, 2025 | /s/ PRESTON W. WELLS |
| | Preston W. Wells |
| | Vice President, Chief Financial Officer |