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1、 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31,2025 ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934Co

2、mmission file number:001-13149 STRYKER CORPORATION(Exact name of registrant as specified in its charter)Michigan38-1239739(State of incorporation)(I.R.S.Employer Identification No.)1941 Stryker Way Portage,Michigan49002(Address of principal executive offices)(Zip Code)(269)385-2600(Registrants telep

3、hone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock,$.10 Par ValueSYKNew York Stock Exchange2.125%Notes due 2027SYK27New York Stock Exchange3.375%Notes due 2028SYK28New Yor

4、k Stock Exchange0.750%Notes due 2029SYK29New York Stock Exchange2.625%Notes due 2030SYK30New York Stock Exchange1.000%Notes due 2031SYK31New York Stock Exchange3.375%Notes due 2032SYK32New York Stock Exchange3.625%Notes due 2036SYK36New York Stock ExchangeIndicate by check mark whether the registran

5、t(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

6、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 fil

7、es).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

8、company in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerEmerging growth companyNon-accelerated filerSmall reporting companyIf 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

9、 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 382,164,865 shares of Common Stock,$0.10 par value,on March 31,2025.PART I

10、 FINANCIAL INFORMATIONITEM 1.FINANCIAL STATEMENTSStryker Corporation and SubsidiariesCONSOLIDATED STATEMENTS OF EARNINGS(Unaudited)Three Months20252024Net sales$5,866$5,243 Cost of sales 2,122 1,910 Gross profit$3,744$3,333 Research,development and engineering expenses 405 368 Selling,general and ad

11、ministrative expenses 2,300 1,837 Amortization of intangible assets 167 153 Goodwill and other impairments 35 3 Total operating expenses$2,907$2,361 Operating income$837$972 Other income(expense),net(73)(49)Earnings before income taxes$764$923 Income taxes 110 135 Net earnings$654$788 Net earnings p

12、er share of common stock:Basic$1.71$2.07 Diluted$1.69$2.05 Weighted-average shares outstanding(in millions):Basic 381.7 380.4 Effect of dilutive employee stock compensation 4.7 4.7 Diluted 386.4 385.1 Cash dividends declared per share of common stock$0.84$0.80 Anti-dilutive shares excluded from the

13、calculation of dilutive employee stock options were de minimis in all periods.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(Unaudited)Three Months20252024Net earnings$654$788 Other comprehensive income(loss),net of tax:Marketable securities Pension plans 2 Unrealized gains(losses)on designated hed

14、ges(14)2 Financial statement translation(102)35 Total other comprehensive income(loss),net of tax$(116)$39 Comprehensive income$538$827 See accompanying notes to Consolidated Financial Statements.STRYKER CORPORATION2025 First Quarter Form 10-QDollar amounts are in millions except per share amounts o

15、r as otherwise specified.1CONSOLIDATED BALANCE SHEETSMarch 31December 3120252024(Unaudited)AssetsCurrent assetsCash and cash equivalents$2,320$3,652 Short-term investments 750 Marketable securities 89 91 Accounts receivable,less allowance of$221($213 in 2024)3,961 3,987 Inventories:Materials and sup

16、plies 1,196 1,147 Work in process 398 336 Finished goods 3,511 3,291 Total inventories$5,105$4,774 Prepaid expenses and other current assets 1,547 1,593 Total current assets$13,022$14,847 Property,plant and equipment:Land,buildings and improvements 1,669 1,627 Machinery and equipment 5,241 5,056 Tot

17、al property,plant and equipment$6,910$6,683 Less allowance for depreciation 3,374 3,235 Property,plant and equipment,net$3,536$3,448 Goodwill 19,089 15,855 Other intangibles,net 6,132 4,395 Noncurrent deferred income tax assets 1,411 1,742 Other noncurrent assets 2,816 2,684 Total assets$46,006$42,9

18、71 Liabilities and shareholders equityCurrent liabilitiesAccounts payable$1,464$1,679 Accrued compensation 919 1,403 Income taxes 599 539 Dividends payable 320 320 Accrued expenses and other liabilities 2,229 2,266 Current maturities of debt 2,398 1,409 Total current liabilities$7,929$7,616 Long-ter

19、m debt,excluding current maturities 14,383 12,188 Income taxes 372 349 Other noncurrent liabilities 2,392 2,184 Total liabilities$25,076$22,337 Shareholders equityCommon stock,$0.10 par value 38 38 Additional paid-in capital 2,439 2,361 Retained earnings 18,862 18,528 Accumulated other comprehensive

20、 loss(409)(293)Total shareholders equity$20,930$20,634 Total liabilities and shareholders equity$46,006$42,971 See accompanying notes to Consolidated Financial Statements.STRYKER CORPORATION2025 First Quarter Form 10-QDollar amounts are in millions except per share amounts or as otherwise specified.

21、2CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY(Unaudited)Three Months20252024Common stock shares outstanding(in millions)Beginning 381.4 380.1 Issuance of common stock under stock compensation and benefit plans 0.7 0.8 Ending 382.1 380.9 Common stockBeginning$38$38 Issuance of common stock under st

22、ock compensation and benefit plans Ending$38$38 Additional paid-in capitalBeginning$2,361$2,200 Issuance of common stock under stock compensation and benefit plans(6)(30)Share-based compensation 84 87 Ending$2,439$2,257 Retained earningsBeginning$18,528$16,771 Net earnings 654 788 Cash dividends dec

23、lared(320)(305)Ending$18,862$17,254 Accumulated other comprehensive income(loss)Beginning$(293)$(416)Other comprehensive income(loss)(116)39 Ending$(409)$(377)Total shareholders equity$20,930$19,172 See accompanying notes to Consolidated Financial Statements.STRYKER CORPORATION2025 First Quarter For

24、m 10-QDollar amounts are in millions except per share amounts or as otherwise specified.3CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)Three Months20252024Operating activitiesNet earnings$654$788 Adjustments to reconcile net earnings to net cash provided by operating activities:Depreciation 105 10

25、7 Amortization of intangible assets 167 153 Asset impairments 35 3 Share-based compensation 84 87 Sale of inventory stepped-up to fair value at acquisition 34 Deferred income tax(benefit)expense 14 (39)Changes in operating assets and liabilities:Accounts receivable 144 258 Inventories(93)(184)Accoun

26、ts payable(309)(257)Accrued expenses and other liabilities(504)(635)Income taxes 49 76 Other,net(130)(153)Net cash provided by operating activities$250$204 Investing activitiesAcquisitions,net of cash acquired(4,749)(246)Purchases of marketable securities(11)(18)Proceeds from maturity of short-term

27、investments 750 Proceeds from sales of marketable securities 17 23 Purchases of property,plant and equipment(123)(167)Other investing,net(20)Net cash used in investing activities$(4,136)$(408)Financing activitiesProceeds(payments)on short-term borrowings,net (1)Proceeds from issuance of long-term de

28、bt 2,979 Payments of dividends(320)(304)Cash paid for taxes from withheld shares(101)(113)Other financing,net(24)Net cash provided by(used in)financing activities$2,534$(418)Effect of exchange rate changes on cash and cash equivalents 20 (19)Change in cash and cash equivalents$(1,332)$(641)Cash and

29、cash equivalents at beginning of period 3,652 2,971 Cash and cash equivalents at end of period$2,320$2,330 See accompanying notes to Consolidated Financial Statements.STRYKER CORPORATION2025 First Quarter Form 10-QDollar amounts are in millions except per share amounts or as otherwise specified.4NOT

30、ES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)NOTE 1-BASIS OF PRESENTATIONGeneral InformationManagement believes the accompanying unaudited Consolidated Financial Statements contain all adjustments,including normal recurring items,considered necessary to fairly present the financial position of

31、Stryker Corporation and its consolidated subsidiaries(Stryker,the Company,we,us or our)on March 31,2025 and the results of operations for the three months 2025.The results of operations included in these Consolidated Financial Statements may not necessarily be indicative of our annual results.These

32、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

33、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 i

34、nterim 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 existin

35、g 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 ne

36、w 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 eit

37、her not applicable or are not expected to have a material impact on our Consolidated Financial Statements.NOTE 2-REVENUE RECOGNITIONOur 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 geogra

38、phic 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 Medica

39、l,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 rec

40、lassified 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$118 and$98 for the three months 2025 and 2024.Other Orthopaedics

41、includes sales related to Enabling Technologies of$29 and$31 for the three months 2025 and 2024.We have reflected these changes in all historical periods presented.Net Sales by BusinessThree Months20252024MedSurg and Neurotechnology:Instruments$730$667 Endoscopy 867 778 Medical 945 864 Vascular 406

42、310 Neuro Cranial 563 478$3,511$3,097 Orthopaedics:Knees$639$588 Hips 443 393 Trauma and Extremities 945 830 Spinal Implants 166 171 Other 162 164$2,355$2,146 Total$5,866$5,243 Net Sales by GeographyThree Months 2025Three Months 2024United StatesInternationalUnited StatesInternationalMedSurg and Neu

43、rotechnology:Instruments$587$143$532$135 Endoscopy 710 157 636 142 Medical 802 143 715 149 Vascular 203 203 121 189 Neuro Cranial 465 98 390 88$2,767$744$2,394$703 Orthopaedics:Knees$464$175$429$159 Hips 269 174 251 142 Trauma and Extremities 713 232 611 219 Spinal Implants 118 48 117 54 Other 109 5

44、3 112 52$1,673$682$1,520$626 Total$4,440$1,426$3,914$1,329 STRYKER CORPORATION2025 First Quarter Form 10-QDollar amounts are in millions except per share amounts or as otherwise specified.5Costs to Obtain or Fulfill a ContractWe typically do not incur costs to fulfill a contract before a product or

45、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 con

46、tract 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 March 31,2025 and December 31,2024 def

47、erred 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 March 31,2025 and December 31,2024 contract as

48、sets 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.

49、This occurs primarily when payment is received upfront for certain multi-period extended service contracts.Our contract liabilities of$1,028 and$978 on March 31,2025 and December 31,2024 are classified within accrued expenses and other liabilities and other noncurrent liabilities in our Consolidated

50、 Balance Sheets based on the timing of when we expect to complete our performance obligations.Changes in contract liabilities during the three months 2025 were as follows:2025Beginning contract liabilities$978 Revenue recognized from beginning of year contract liabilities(199)Net advance considerati

51、on received during the period 249 Ending contract liabilities$1,028 March 31Transfers and Servicing of Financial AssetsWe 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

52、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

53、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 months 2025 and 2024.NOTE 3-ACCUMULATED OTHE

54、R COMPREHENSIVE(LOSS)INCOME(AOCI)Three Months 2025Marketable SecuritiesPension PlansHedgesFinancial Statement TranslationTotalBeginning$4$31$(328)$(293)OCI (16)(160)(176)Income taxes 4 66 70 Reclassifications to:Cost of sales (2)(2)Other(income)expense,net (1)(11)(12)Income taxes 1 3 4 Net OCI$(14)$

55、(102)$(116)Ending$4$17$(430)$(409)Three Months 2024Marketable SecuritiesPension PlansHedgesFinancial Statement TranslationTotalBeginning$(28)$39$(427)$(416)OCI 2 16 81 99 Income taxes (4)(40)(44)Reclassifications to:Cost of sales (10)(10)Other(income)expense,net (2)(8)(10)Income taxes 2 2 4 Net OCI$

56、2$2$35$39 Ending$(26)$41$(392)$(377)NOTE 4-DERIVATIVE INSTRUMENTSWe 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

57、 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 nonp

58、erformance 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.Foreign Currency Hedges

59、March 2025Cash FlowNet InvestmentNon-DesignatedTotalGross notional amount$1,617$2,436$4,060$8,113 Maximum term in years9.5Fair value:Other current assets$25$11$21$57 Other noncurrent assets 1 7 8 Other current liabilities(16)(5)(28)(49)Other noncurrent liabilities(1)(17)(18)Total fair value$9$(4)$(7

60、)$(2)STRYKER CORPORATION2025 First Quarter Form 10-QDollar amounts are in millions except per share amounts or as otherwise specified.6December 2024Cash FlowNet InvestmentNon-DesignatedTotalGross notional amount$1,588$2,338$5,164$9,090 Maximum term in years9.7Fair value:Other current assets$43$24$11

61、9$186 Other noncurrent assets 4 35 39 Other current liabilities(29)(41)(70)Other noncurrent liabilities(3)(4)(7)Total fair value$15$55$78$148 We had 2.3 billion at March 31,2025 and December 31,2024 in certain forward currency contracts designated as net investment hedges,for which the maximum term

62、is 9.5 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 March 31,2025 and December 31,2024 of senior unsecured notes d

63、esignated 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 investm

64、ent in international subsidiaries.The total after-tax gain(loss)recognized in OCI related to designated net investment hedges was($218)in the three months 2025.Currency Exchange Rate Gains(Losses)Recognized in Net EarningsThree MonthsDerivative InstrumentRecognized in:20252024Cash FlowCost of sales$

65、2$10 Net InvestmentOther income(expense),net 11 8 Non-DesignatedOther income(expense),net 13 3 Total$26$21 Pretax gains(losses)on derivatives designated as cash flow hedges of$13 and net investment hedges of$40 recorded in AOCI are expected to be reclassified to cost of sales and other income(expens

66、e),net in earnings within 12 months of March 31,2025.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

67、 elected to exclude the initial value of the component related to the spot-forward difference from the effectiveness assessment.Interest Rate HedgesPretax gains(losses)of$3 recorded in AOCI related to interest rate hedges closed in conjunction with debt issuances are expected to be reclassified to o

68、ther income(expense),net in earnings within 12 months of March 31,2025.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

69、 determining fair value have not changed from those described in our Annual Report on Form 10-K for 2024.In the three 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 inf

70、ormation 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.Assets Measured at Fair ValueMarch 31December 3120252024Cash a

71、nd cash equivalents$2,320$3,652 Short-term investments 750 Trading marketable securities 262 259 Level 1-Assets$2,582$4,661 Available-for-sale marketable securities:Corporate and asset-backed debt securities$58$53 United States agency debt securities 1 1 United States treasury debt securities 27 34

72、Certificates of deposit 3 3 Total available-for-sale marketable securities$89$91 Foreign currency exchange forward contracts 65 225 Level 2-Assets$154$316 Total assets measured at fair value$2,736$4,977 Liabilities Measured at Fair ValueMarch 31December 3120252024Deferred compensation arrangements$2

73、62$259 Level 1-Liabilities$262$259 Foreign currency exchange forward contracts$67$77 Level 2-Liabilities$67$77 Contingent consideration:Beginning$452$289 Additions 90 208 Change in estimate and foreign exchange 8 Settlements(44)(53)Ending$498$452 Level 3-Liabilities$498$452 Total liabilities measure

74、d at fair value$827$788 Fair Value of Available for Sale Securities by MaturityMarch 31December 3120252024Due in one year or less$44$47 Due after one year through three years$45$44 On March 31,2025 and December 31,2024 the aggregate difference between the cost and fair value of available-for-sale ma

75、rketable securities was nominal.Interest income on cash and cash equivalents and short-term investments and income from marketable securities was$38 and$36 in the three months 2025 and 2024,which was recorded in other income(expense),net.Our investments in available-for-sale marketable securities ha

76、d a minimum credit quality rating of A2(Moodys),A(Standard&Poors)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.STRYKER CORPORATION2025 First Q

77、uarter Form 10-QDollar amounts are in millions except per share amounts or as otherwise specified.7NOTE 6-CONTINGENCIES AND COMMITMENTSWe are involved in various ongoing proceedings,legal actions and claims arising in the normal course of business,including proceedings related to product,labor,intel

78、lectual 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 th

79、at 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 managements best estimate of th

80、e 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

81、 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 ac

82、cruals 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 counse

83、l 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

84、 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 Modu

85、lar-Neck hip stems and certain lot-specific sizes and offsets of LFIT Anatomic CoCr V40 Femoral Heads.Additionally,we are responsible for certain product liability claims,primarily related to certain hip products sold by Wright Medical Group N.V.(Wright)prior to its 2014 divestiture of the OrthoReco

86、n 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$169 at March 31,2025,representing our best es

87、timate 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

88、our results of operations and cash flows.LeasesMarch 31December 3120252024Right-of-use assets$570$516 Lease liabilities,current$161$144 Lease liabilities,non-current$414$379 Other information:Weighted-average remaining lease term(years)5.05.1Weighted-average discount rate 4.00%3.87%Three Months20252

89、024Operating lease cost$53$47 Other Contractual Obligations and CommitmentsOur outstanding balances of confirmed invoices in the supplier financing program were$66 and$71 at March 31,2025 and December 31,2024 and are included within accounts payable in our Consolidated Balance Sheets.NOTE 7-ACQUISIT

90、IONSWe acquire stock in companies and various assets that continue to support our capital deployment and product development strategies.In the three months 2025 and 2024 cash paid for acquisitions,net of cash acquired was$4,749 and$246.In February 2025 we completed the acquisition of Inari for$80 pe

91、r share,or an aggregate purchase price of$4,745,net of cash acquired.Inaris 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

92、 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

93、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 three months 2025.In 2024 we completed various acquisitions for total consideration that includes$1,628 in upfront payments,net of cash a

94、cquired,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$304 and$858 was recorded within our Orthopaedics and our MedSurg and Neurotechnology segments respective

95、ly.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 within Orthopaedics.The purchase price allocation for our acquisitions are based on prelim

96、inary 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 purpos

97、es.STRYKER CORPORATION2025 First Quarter Form 10-QDollar amounts are in millions except per share amounts or as otherwise specified.8The purchase price allocations for the acquisitions completed in the three months 2025 and full year 2024 are:Purchase Price Allocation of Acquired Net Assets20252024I

98、nariTotalTangible assets acquired:Accounts receivable$78$41 Inventory 221 104 Deferred income tax assets 59 28 Other assets 84 26 Debt (32)Deferred income tax liabilities(492)(205)Other liabilities(254)(107)Intangible assets:Developed technology 1,473 597 Customer relationships 332 214 Patents 6 Tra

99、demarks 2 Other intangibles 72 Goodwill 3,172 1,162 Purchase price,net of cash acquired of$64 and$56$4,745$1,836 Weighted average amortization period at acquisition(years):Developed technologies1312Customer relationships1314Patents 12Trademarks 5Other intangibles9 The purchase price allocation for S

100、ERF SAS was finalized in the first quarter 2025 without material adjustments.Consolidated Estimated Amortization ExpenseRemainder of 20252026202720282029$561$695$705$624$609 NOTE 8-DEBT AND CREDIT FACILITIESWe have lines of credit issued by various financial institutions that are available to fund o

101、ur day-to-day operating needs.Certain of our credit facilities require us to comply with financial and other covenants.We were in compliance with all covenants on March 31,2025.In February 2025 we entered into a new revolving credit agreement that replaces our previous agreement dated October 2021.T

102、he 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 March 31,2025 there were no borrowings outstanding under our revolving credit facility or our commercial paper program which allows for maturit

103、ies 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 unse

104、cured notes due February 10,2030 and$1,000 of 5.200%senior unsecured notes due February 10,2035.Summary of Total DebtMarch 31December 31RateDue20252024Senior unsecured notes:1.150%June 15,2025 649 649 3.375%November 1,2025 750 750 3.500%March 15,2026 998 998 4.550%February 10,2027 497 2.125%November

105、 30,2027 810 777 4.700%February 10,2028 696 3.650%March 7,2028 598 598 4.850%December 8,2028 596 596 3.375%December 11,2028 647 621 0.750%March 1,2029 863 828 4.250%September 11,2029 743 743 4.850%February 10,2030 792 1.950%June 15,2030 994 993 2.625%November 30,2030 698 669 1.000%December 3,2031 80

106、5 772 3.375%September 11,2032 859 824 4.625%September 11,2034 740 740 5.200%February 10,2035 989 3.625%September 11,2036 640 613 4.100%April 1,2043 393 393 4.375%May 15,2044 396 396 4.625%March 15,2046 984 984 2.900%June 15,2050 643 643 Other 1 10 Total debt$16,781$13,597 Less current maturities 2,3

107、98 1,409 Total long-term debt$14,383$12,188 March 31December 3120252024Unamortized debt issuance costs$81$63 Borrowing capacity on existing facilities$2,910$2,160 Fair value of senior unsecured notes$16,063$12,780 The fair value of the senior unsecured notes was estimated using quoted interest rates

108、,maturities and amounts of borrowings based on quoted active market prices and yields that took into account the underlying terms of the debt instruments.Substantially all of our debt is classified within Level 2 of the fair value hierarchy.NOTE 9-INCOME TAXESOur effective tax rates were 14.4%and 14

109、.6%in the three months 2025 and 2024.The effective tax rates for the three months 2025 and 2024 reflect the continued lower effective income tax rates as a result of our European operations and certain discrete tax items.In the normal course of business,income tax authorities in various income tax j

110、urisdictions 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 regar

111、ding 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 ass

112、essments that have not been reviewed and evaluated.STRYKER CORPORATION2025 First Quarter Form 10-QDollar amounts are in millions except per share amounts or as otherwise specified.9NOTE 10-SEGMENT INFORMATIONWe segregate our operations into two reportable business segments:(i)MedSurg and Neurotechno

113、logy 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,a

114、nd 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.

115、Segment ResultsThree Months20252024MedSurg and Neurotechnology$3,511$3,097 Orthopaedics 2,355 2,146 Net sales$5,866$5,243 MedSurg and Neurotechnology$1,321$1,238 Orthopaedics 629 591 Cost of sales$1,950$1,829 MedSurg and Neurotechnology$226$195 Orthopaedics 140 134 Segment research,development and e

116、ngineering expenses$366$329 MedSurg and Neurotechnology$937$763 Orthopaedics 847 751 Segment selling,general and administrative expenses$1,784$1,514 MedSurg and Neurotechnology$57$54 Orthopaedics 98 108 Segment depreciation and amortization$155$162 Corporate and Other$39$40 Amortization of intangibl

117、e assets 167 153 Total depreciation and amortization$361$355 MedSurg and Neurotechnology$970$847 Orthopaedics 641 562 Segment operating income$1,611$1,409 Items not allocated to segments:Corporate and Other$(267)$(263)Inventory stepped up to fair value(34)Acquisition and integration-related charges(

118、185)13 Amortization of intangible assets(167)(153)Structural optimization and other special charges(41)(11)Goodwill and other impairments(35)(3)Medical device regulation(12)(13)Recall-related matters(33)(5)Regulatory and legal matters (2)Consolidated operating income$837$972 Segment AssetsMarch 31De

119、cember 3120252024Assets:MedSurg and Neurotechnology$26,912$23,115 Orthopaedics 17,878 18,507 Total segment assets$44,790$41,622 Corporate and Other 1,216 1,349 Total assets$46,006$42,971 Segment Capital SpendingThree Months20252024Purchases of property,plant and equipment:MedSurg and Neurotechnology

120、$48$41 Orthopaedics 34 65 Total segment purchases of property,plant and equipment$82$106 Corporate and Other 41 61 Total purchases of property,plant and equipment$123$167 NOTE 11-ASSETS HELD FOR SALEDuring the fourth quarter 2024 management committed to a plan to sell certain assets associated with

121、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 January 2025 we announced a definitive agreement to sell our U

122、nited States Spinal Implants business to Viscogliosi Brothers,LLC.The definitive agreement includes a binding offer to sell our Spinal Implants business in certain international markets at later dates,subject to required consultations with employees and employee representatives.In the three months 2

123、025 we recognized a charge of$33 to record the disposal group at its fair value less cost to sell within goodwill and other impairments in our Consolidated Statements of Earnings resulting in a valuation allowance of$395 at March 31,2025.The fair value of the disposal group was measured using a disc

124、ounted 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 groups cost of equity and market yield rates,which are Level 3 inputs.

125、Future changes in the judgments,assumptions and estimates that are used in our fair value estimate,including discount rates and cash flow projections,could result in a significantly different estimate of fair value.A change in the amount or timing of consideration received could increase the fair va

126、lue by up to$57 or decrease the fair value by up to$245.In April 2025 we completed the sale of our United States Spinal Implants business as discussed in Note 12.The assets associated with the Spinal Implants disposal group are reported in our Orthopaedics segment.The assets and liabilities held for

127、 sale are classified within prepaid expenses and other current assets and accrued expenses and other liabilities in our Consolidated Balance Sheets and included the following at March 31,2025 and December 31,2024:March 31December 3120252024Accounts receivable,net$56$62 Total inventories 195 183 Prep

128、aid expenses and other current assets 27 10 Property,plant and equipment,net 53 51 Other intangibles,net 323 326 Noncurrent deferred income tax assets 9 9 Other noncurrent assets 179 171 Valuation allowance(395)(362)Total assets held for sale$447$450 Accounts payable$41$28 Accrued compensation 20 26

129、 Accrued expenses and other liabilities 24 29 Other noncurrent liabilities 27 21 Total liabilities held for sale$112$104 STRYKER CORPORATION2025 First Quarter Form 10-QDollar amounts are in millions except per share amounts or as otherwise specified.10NOTE 12-SUBSEQUENT EVENTIn April 2025 we complet

130、ed the sale of our United States Spinal Implants business to the Viscogliosi Brothers,LLC.The definitive agreement includes a binding offer to sell our Spinal Implants business in certain international markets at later dates,subject to the completion of all legal and regulatory requirements and requ

131、ired consultations with employees and employee representatives.STRYKER CORPORATION2025 First Quarter Form 10-QDollar amounts are in millions except per share amounts or as otherwise specified.11ITEM 2.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSABOUT STRYKERSt

132、ryker 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

133、 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 syste

134、ms(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

135、 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

136、Beginning in the first quarter 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 measu

137、res,and the United States is in the process of negotiating with certain governments.We continue to monitor and evaluate the situation.Tariffs could 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 macro

138、economic 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

139、 risks,see Item 1A.Risk Factors in our Annual Report on Form 10-K for 2024.Overview of the Three MonthsIn the three months 2025 we achieved sales growth of 11.9%from 2024.Excluding the impact of acquisitions and divestitures,sales grew 10.1%in constant currency.We reported operating income margin of

140、 14.3%,net earnings of$654 and net earnings per diluted share of$1.69.Excluding the impact of certain items,adjusted operating income margin(1)increased by 100 basis points to 22.9%,with adjusted net earnings(1)of$1,097 and adjusted net earnings per diluted share(1)of$2.84,an increase of 13.6%from 2

141、024.Recent Developments In the first quarter 2025 we completed the acquisition of Inari for total consideration of$4,745,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 a

142、greement 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 March 31,2025 there were no borrowings outstanding under our revolving credit facil

143、ity 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 un

144、secured 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.(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 dir

145、ectly comparable GAAP financial measure.CONSOLIDATED RESULTS OF OPERATIONSThree MonthsPercent Net SalesPercentage2025202420252024ChangeNet sales$5,866$5,243 100.0%100.0%11.9%Gross profit 3,744 3,333 63.8 63.6 12.3 Research,development and engineering expenses 405 368 6.9 7.0 10.1 Selling,general and

146、 administrative expenses 2,300 1,837 39.2 35.0 25.2 Amortization of intangible assets 167 153 2.8 2.9 9.2 Goodwill and other impairments 35 3 0.6 0.1 nmOther income(expense),net(73)(49)(1.2)(0.9)49.0 Income taxes 110 135 nmnm(18.5)Net earnings$654$788 11.1%15.0%(17.0)%Net earnings per diluted share$

147、1.69$2.05 (17.6)%Adjusted net earnings per diluted share(1)$2.84$2.50 13.6%nm-not meaningfulSTRYKER CORPORATION2025 First Quarter Form 10-QDollar amounts are in millions except per share amounts or as otherwise specified.12Geographic and Segment Net SalesThree MonthsPercentage Change20252024As Repor

148、tedConstantCurrencyGeographic:United States$4,440$3,914 13.4%13.4%International 1,426 1,329 7.3 10.8 Total$5,866$5,243 11.9%12.8%Segment:MedSurg and Neurotechnology$3,511$3,097 13.4%14.2%Orthopaedics 2,355 2,146 9.7 10.7 Total$5,866$5,243 11.9%12.8%Supplemental Net Sales Growth InformationThree Mont

149、hsPercentage ChangeUnited StatesInternational20252024As ReportedConstant CurrencyAs ReportedAs ReportedConstant CurrencyMedSurg and Neurotechnology:Instruments$730$667 9.4%10.1%10.4%5.5%8.7%Endoscopy 867 778 11.4 12.1 11.6 10.6 14.6 Medical 945 864 9.4 10.1 12.3 (4.3)(0.6)Vascular 406 310 31.0 33.3

150、67.0 7.9 11.1 Neuro Cranial 563 478 17.8 18.5 19.1 12.3 15.8$3,511$3,097 13.4%14.2%15.6%6.0%9.5%Orthopaedics:Knees$639$588 8.7%9.8%8.3%10.0%13.9%Hips 443 393 12.7 14.1 7.6 21.7 25.7 Trauma and Extremities 945 830 13.9 14.7 16.6 6.0 9.2 Spinal Implants 166 171 (2.9)(2.4)(0.1)(10.5)(7.6)Other 162 164

151、(1.2)0.1 (1.9)1.2 4.3$2,355$2,146 9.7%10.7%10.1%8.8%12.3%Total$5,866$5,243 11.9%12.8%13.4%7.3%10.8%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 cert

152、ain 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 in

153、cludes sales related to interventional spine of$118 and$98 for three months 2025 and 2024.Other Orthopaedics includes sales related to Enabling Technologies of$29 and$31 for three months 2025 and 2024.We have reflected these changes in all historical periods presented.Consolidated Net SalesIn the fo

154、urth 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(IVS)portfolio was reclassified to Neuro Cranial and th

155、e remaining Spine business was renamed to Spinal Implants.2024 Quarterly Net SalesQ1Q2Q3Q4TotalEnabling Technologies$31$31$32$59$153 IVS 98 98 100 117 413 Spinal Implants 171 178 172 186 707 Total$300$307$304$362$1,273 Consolidated net sales increased 11.9%in the three months 2025 as reported and 12

156、.8%in constant currency,as foreign currency exchange rates negatively impacted net sales by 0.9%.Excluding the 2.7%impact of acquisitions and divestitures,net sales in constant currency increased by 9.4%from increased unit volume and 0.7%due to higher prices.The unit volume increase was due to highe

157、r product shipments across all MedSurg and Neurotechnology businesses and most Orthopaedics businesses.MedSurg and Neurotechnology Net SalesMedSurg and Neurotechnology net sales increased 13.4%in the three months 2025 as reported and 14.2%in constant currency,as foreign currency exchange rates negat

158、ively impacted net sales by 0.8%.Excluding the 3.5%impact of acquisitions and divestitures,net sales in constant currency increased by 9.5%from increased unit volume and 1.2%from higher prices.The unit volume increase was due to higher shipments across all MedSurg and Neurotechnology businesses.Orth

159、opaedics Net SalesOrthopaedics net sales increased 9.7%in the three months 2025 as reported and 10.7%in constant currency,as foreign currency exchange rates negatively impacted net sales by 1.0%.Excluding the 1.4%impact of acquisitions and divestitures,net sales in constant currency increased 9.3%fr

160、om increased unit volume.The unit volume increase was due to higher shipments across most Orthopaedics businesses.Gross ProfitGross profit was$3,744 and$3,333 in the three months 2025 and 2024.The key components of the change were:STRYKER CORPORATION2025 First Quarter Form 10-QDollar amounts are in

161、millions except per share amounts or as otherwise specified.13Three Months 2024 63.6%Sales pricing30 bpsVolume and mix80 bpsManufacturing and supply chain costs70 bpsStructural optimization and other special charges(40)bpsInventory stepped up to fair value(60)bpsThree Months 2025 63.8%Gross Profit P

162、ercent Net SalesGross profit as a percentage of net sales in the three months 2025 remained relatively flat with 2024.While segment mix was not a significant driver of the change in gross profit as a percent of net sales between the three months 2025 and 2024,we generally expect segment mix to have

163、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 ExpensesResearch,development and engineering expenses increased$37 or 10.1%in the

164、 three months 2025.Expenses as a percentage of net sales in the three months 2025 of 6.9%remained relatively flat with 7.0%in 2024.Selling,General and Administrative ExpensesSelling,general and administrative expenses increased$463 or 25.2%in the three months 2025.As a percentage of net sales,expens

165、es increased to 39.2%from 35.0%in 2024,primarily due to higher acquisition-related costs and continued investments to support our growth.Expenses in the three months 2025 included a charge of$139 for share-based awards for Inari employees that vested upon our acquisition.Amortization of Intangible A

166、ssetsAmortization of intangible assets was$167 and$153 in the three months 2025 and 2024.Refer to Note 7 to our Consolidated Financial Statements for further information.Goodwill and other impairmentsGoodwill and other impairments was$35 and$3 in the three months 2025 and 2024.Refer to Note 11 to ou

167、r Consolidated Financial Statements for further information on impairment charges related to assets held for sale at March 31,2025.Operating IncomeOperating income was$837 and$972 in the three months 2025 and 2024.Operating income as a percentage of net sales in the three months 2025 decreased to 14

168、.3%from 18.5%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 27.6%in the three months 2025 from 27.3%in 2024.Orthopaedics operating income as a percentage of net sales increased to 27.2

169、%in the three months 2025 from 26.2%in 2024.The key components of the change were:Three Months 2024 27.3%26.2%Sales pricing50 bps 0 bpsVolume80 bps 80 bpsManufacturing and supply chain costs120 bps 40 bpsResearch,development and engineering expenses(10)bps 40 bpsSelling,general and administrative ex

170、penses(210)bps(60)bpsThree Months 2025 27.6%27.2%Operating IncomePercent Net SalesMedSurg and NeurotechnologyOrthopaedicsThe 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 a

171、nd 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 drive

172、n by higher unit volumes and lower manufacturing and supply chain costs partially offset by higher selling,general and administrative expenses.Other Income(Expense),NetOther income(expense),net was($73)and($49)in the three months 2025 and 2024.The increase in net expense in the three months 2025 fro

173、m 2024 was primarily due to higher interest expense in 2025 partially offset by higher interest income.Income TaxesOur effective tax rates were 14.4%and 14.6%in the three months 2025 and 2024.The effective tax rates for the three months 2025 and 2024 reflect the continued lower effective income tax

174、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 allocati

175、on 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 Frameworks global corporate minimum tax rate of 15%,and various countries within and outside the European Union have either enacted

176、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

177、any additional contemplated tax law changes could increase tax expense in future periods.Net EarningsNet earnings decreased to$654 or$1.69 per diluted share in the three months 2025 from$788 or$2.05 per diluted share in 2024.Refer to the discussion above for the primary drivers of the change.STRYKER

178、 CORPORATION2025 First Quarter Form 10-QDollar amounts are in millions except per share amounts or as otherwise specified.14Non-GAAP Financial MeasuresWe supplement the reporting of our financial information determined under accounting principles generally accepted in the United States(GAAP)with cer

179、tain 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(ex

180、pense),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 a

181、nd 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 operatin

182、g 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 cert

183、ain 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 calcu

184、lated 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 orga

185、nic 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 comparabil

186、ity 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 perfo

187、rmance.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 redu

188、ctions,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

189、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 retentio

190、n and workforce reductions,the closure or transfer of manufacturing and other facilities(e.g.,site closure costs,contract termination costs and redundant employee costs during the work transfers),product line exits(primarily inventory,long-lived asset and specifically-identified intangible asset wri

191、te-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

192、 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.Reg

193、ulatory 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

194、 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 no

195、t 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

196、 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 Res

197、ults 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 p

198、er diluted share are the same as those used in the calculation of reported net earnings per diluted share for the respective period.STRYKER CORPORATION2025 First Quarter Form 10-QDollar amounts are in millions except per share amounts or as otherwise specified.15Reconciliation of Non-GAAP Financial

199、Measures to the Most Directly Comparable GAAP Financial MeasuresThree Months 2025Gross ProfitSelling,General&Administrative ExpensesResearch,Development&Engineering ExpensesOperating IncomeOther Income(Expense),NetIncome TaxesNet EarningsEffectiveTax RateDiluted EPSReported$3,744$2,300$405$837$(73)$

200、110$654 14.4%$1.69 Reported percent net sales 63.8%39.2%6.9%14.3%(1.2)%nm 11.1%Acquisition and integration-related costs:Inventory stepped-up to fair value 34 34 8 26 0.5 0.07 Other acquisition and integration-related(a)13 (171)(1)185 6 179 (2.5)0.47 Amortization of purchased intangible assets 167 3

201、4 133 1.4 0.35 Structural optimization and other special charges(b)22 (19)41 14 27 1.0 0.07 Goodwill and other impairments(c)35 9 26 0.7 0.06 Medical device regulations(d)1 (11)12 3 9 0.1 0.02 Recall-related matters(e)31 (2)33 8 25 0.5 0.06 Regulatory and legal matters(f)1 (1)Tax matters(g)(19)19 (2

202、.4)0.05 Adjusted$3,845$2,108$393$1,344$(73)$174$1,097 13.7%$2.84 Adjusted percent net sales 65.5%35.9%6.7%22.9%(1.2)%nm 18.7%Three Months 2024Gross ProfitSelling,General&Administrative ExpensesResearch,Development&Engineering ExpensesOperating IncomeOther Income(Expense),NetIncome TaxesNet EarningsE

203、ffectiveTax RateDiluted EPSReported$3,333$1,837$368$972$(49)$135$788 14.6%$2.05 Reported percent net sales 63.6%35.0%7.0%18.5%(0.9)%nm 15.0%Acquisition and integration-related costs:Inventory stepped-up to fair value Other acquisition and integration-related(a)13 (13)1 (14)0.3 (0.04)Amortization of

204、purchased intangible assets 153 32 121 1.4 0.31 Structural optimization and other special charges(b)3 (8)11 3 8 0.2 0.03 Goodwill and other impairments(c)3 3 Medical device regulations(d)1 (12)13 3 10 0.1 0.03 Recall-related matters(e)(5)5 1 4 0.1 0.01 Regulatory and legal matters(f)(2)2 1 1 Tax mat

205、ters(g)(41)41 (4.4)0.11 Adjusted$3,337$1,835$356$1,146$(49)$135$962 12.3%$2.50 Adjusted percent net sales 63.6%35.0%6.8%21.9%(0.9)%nm 18.3%(a)Charges represent certain acquisition and integration-related costs associated with acquisitions,including:Three Months20252024Termination of sales relationsh

206、ips$1 Employee retention and workforce reductions 16 Changes in the fair value of contingent consideration(2)(16)Manufacturing integration costs 4 Stock compensation payments upon a change in control 139 Other integration-related activities 28 2 Adjustments to Operating Income$185$(13)Charges for ac

207、quisition-related tax provisions Other income taxes related to acquisition and integration-related costs 6 1 Adjustments to Income Taxes$6$1 Adjustments to Net Earnings$179$(14)(b)Structural optimization and other special charges represent the costs associated with:Three Months20252024Employee reten

208、tion and workforce reductions$32$(1)Closure/transfer of manufacturing and other facilities 5 6 Product line exits 3 Other charges 1 6 Adjustments to Operating Income$41$11 Adjustments to Income Taxes$14$3 Adjustments to Net Earnings$27$8 STRYKER CORPORATION2025 First Quarter Form 10-QDollar amounts

209、are in millions except per share amounts or as otherwise specified.16(c)Goodwill and other impairments represent the costs associated with:Three Months20252024Certain long-lived and intangible asset write-offs and impairments$34$3 Product line exits(e.g.,long-lived asset and specifically-identified

210、intangible asset write-offs)1 Adjustments to Operating Income$35$3 Adjustments to Income Taxes$9$Adjustments to Net Earnings$26$3(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 repo

211、rting 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-relate

212、d 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/(charg

213、es)represent the accounting impact of certain significant and discrete tax items,including:Three Months20252024Adjustments related to the transfer of certain intellectual properties between tax jurisdictions$(47)$(47)Other tax matters286Adjustments to Income Taxes$(19)$(41)Charges/benefits for certa

214、in tax audit settlements Adjustments to Other Income(Expense),Net$Adjustments to Net Earnings$19$41 FINANCIAL CONDITION AND LIQUIDITYThree MonthsNet cash provided by(used in):20252024Operating activities$250$204 Investing activities(4,136)(408)Financing activities 2,534 (418)Effect of exchange rate

215、changes 20 (19)Change in cash and cash equivalents$(1,332)$(641)Operating ActivitiesCash provided by operating activities was$250 and$204 in the three months 2025 and 2024.The increase was primarily due to higher net earnings partially offset by the timing of payments and collections in working capi

216、tal accounts.Investing ActivitiesCash used in investing activities was$4,136 and$408 in the three months 2025 and 2024.The three 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.The thre

217、e months 2024 included cash paid for the Serf acquisition.Refer to Note 7 to our Consolidated Financial Statements for further information on acquisitions.Financing ActivitiesCash provided by financing activities was$2,534 in the three months 2025 and cash used in financing activities was$418 in the

218、 three 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 wa

219、s primarily driven by dividend payments and cash paid for taxes on withheld shares.We did not repurchase any shares in the three months 2025 and 2024.LiquidityCash,cash equivalents,short-term investments and marketable securities were$2,409 and$4,493 on March 31,2025 and December 31,2024.Current ass

220、ets exceeded current liabilities by$5,093 and$7,231 on March 31,2025 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 c

221、apital 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 investme

222、nts and marketable securities held in locations outside the United States was 29%on March 31,2025 compared to 20%on December 31,2024.CRITICAL ACCOUNTING POLICIES AND ESTIMATESThere were no changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-

223、K for 2024,except as follows.Refer to Note 11 to our Consolidated Financial Statements for discussion of estimates related to the Spinal Implants assets classified as held for sale as of March 31,2025.New Accounting Pronouncements Not Yet Adopted Refer to Note 1 to our Consolidated Financial Stateme

224、nts for information.Guarantees and Other Off-Balance Sheet ArrangementsWe 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 MATTERSLeg

225、al and Regulatory MattersWe 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 in

226、formation.FORWARD-LOOKING STATEMENTSThis 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,STRYKER CORPOR

227、ATION2025 First Quarter Form 10-QDollar amounts are in millions except per share amounts or as otherwise specified.17industry conditions,financial condition and liquidity.Words that identify forward-looking statements include,without limitation,words such as may,could,will,should,possible,plan,predi

228、ct,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 refe

229、r 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 res

230、ults 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

231、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

232、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 intent

233、ion 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-l

234、ooking statements.ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKWe 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

235、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.ITEM 4.CONTROLS AND PROCEDURESEvaluation of Disclosure Controls and ProceduresOur management,with the participation of the Chief Executive Off

236、icer and Chief Financial Officer(the Certifying Officers),evaluated the effectiveness of the Companys disclosure controls and procedures(as defined in Rules 13a-15(e)or 15d-15(e)promulgated under the Securities Exchange Act of 1934,as amended)on March 31,2025.Based on that evaluation,the Certifying

237、Officers concluded the Companys disclosure controls and procedures were effective as of March 31,2025.Changes in Internal Control Over Financial Reporting There was no change to our internal control over financial reporting during the three months 2025 that materially affected,or is reasonably likel

238、y to materially affect,our internal control over financial reporting.PART II OTHER INFORMATIONITEM 1A.RISK FACTORSWe 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.ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AN

239、D USE OF PROCEEDSWe issued 9,324 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)

240、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 regula

241、tory considerations.Purchases are made from time-to-time in the open market,in privately negotiated transactions or otherwise.In the three 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 tha

242、t could be acquired under our authorized repurchase program was$1,033 as of March 31,2025.ITEM 5.OTHER INFORMATIONCertain 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 tim

243、e 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 10b51 trading arrangements(as defined in Item 408(c)of Regulation S-K).ITEM 6.EXHIBITS2(i)Agreement and

244、Plan of Merger,dated as of January 6,2025,by and between Stryker Corporation and Inari Medical,Inc.Incorporated by reference to Exhibit 2.1 the Companys Form 8-K dated January 7,2025(Commission File No.001-13149)4(i)Thirty-Second Supplemental Indenture(including the form of the note),dated as of Feb

245、ruary 10,2025,between Stryker Corporation and U.S.Bank Trust Company,National Association,as trustee Incorporated by reference to Exhibit 4.2 to the Companys Form 8-K dated February 10,2025(Commission File No.001-13149)4(ii)Thirty-Third Supplemental Indenture(including the form of the note),dated as

246、 of February 10,2025,between Stryker Corporation and U.S.Bank Trust Company,National Association,as trustee Incorporated by reference to Exhibit 4.3 to the Companys Form 8-K dated February 10,2025(Commission File No.001-13149)4(iii)Thirty-Fourth Supplemental Indenture(including the form of the note)

247、,dated as of February 10,2025,between Stryker Corporation and U.S.Bank Trust Company,National Association,as trustee Incorporated by reference to Exhibit 4.4 to the Companys Form 8-K dated February 10,2025(Commission File No.001-13149)4(iv)Thirty-Fifth Supplemental Indenture(including the form of th

248、e note),dated as of February 10,2025,between Stryker Corporation and U.S.Bank Trust Company,National Association,as trustee Incorporated by reference to Exhibit 4.5 to the Companys Form 8-K dated February 10,2025(Commission File No.001-13149)STRYKER CORPORATION2025 First Quarter Form 10-QDollar amou

249、nts are in millions except per share amounts or as otherwise specified.1810(i)Credit Agreement,dated as of February 25,2025,among Stryker Corporation,certain of its subsidiaries as designated borrowers,the various lenders and issuing banks party thereto,and Wells Fargo Bank,National Association,as a

250、dministrative agent Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K dated February 27,2025(Commission File No.001-13149)10(ii)Transition Agreement,dated January 24,2025,between Stryker Corporation and Glenn S.Boehnlein Incorporated by reference to Exhibit 10(xxxi)to the Companys F

251、orm 10-K for the year ended December 31,2024(Commission File No.001-13149)10(iii)Letter Agreement,dated January 27,2025,between Stryker Corporation and Preston Wells Incorporated by reference to Exhibit 10.2 to the Companys Form 8-K dated January 28,2025(Commission File No.001-13149)31(i)Certificati

252、on of Principal Executive Officer of Stryker Corporation pursuant to Rule 13a-14(a).31(ii)Certification of Principal Financial Officer of Stryker Corporation pursuant to Rule 13a-14(a).32(i)Certification by Principal Executive Officer of Stryker Corporation pursuant to 18 U.S.C.Section 1350.32(ii)Ce

253、rtification by Principal Financial Officer of Stryker Corporation pursuant to 18 U.S.C.Section 1350.101.INSiXBRL Instance Document101.SCHiXBRL Schema Document101.CALiXBRL Calculation Linkbase Document101.DEFiXBRL Definition Linkbase Document101.LABiXBRL Label Linkbase Document101.PREiXBRL Presentati

254、on Linkbase Document104Cover Page Interactive Data File(the cover page XBRL tags are embedded within the Inline XBRL document)Filed with this Form 10-Q Furnished with this Form 10-QSTRYKER CORPORATION2025 First Quarter Form 10-Q19SIGNATURESPursuant to the requirements of the Securities Exchange Act

255、of 1934,the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.STRYKER CORPORATION(Registrant)Date:May 2,2025/s/KEVIN A.LOBOKevin A.LoboChair,Chief Executive Officer and PresidentDate:May 2,2025/s/PRESTON W.WELLSPreston W.WellsVice President,Chief Financial OfficerSTRYKER CORPORATION2025 First Quarter Form 10-Q20