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STRYKER CORP

For the period ended Jun 30, 2024. Filed Jul 31, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Jul 31, 2024

SYK$325.87-2.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-31; filed 2024-05-01.

0000310764-24-000064

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

Current report: 10-Q

Period ended 2024-06-30; filed 2024-07-31.

0000310764-24-000098

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 80 previous paragraphs and 103 current paragraphs.

52 unchanged; 26 reworded; 13 added; 2 removed; 0 previous and 12 current paragraphs rearranged.

Tables are not compared: 23 previous and 34 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (13)

Current report

Consolidated net sales increased 9.1% in the six months 2024 as reported and 9.8% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.7%. Excluding the 0.3% impact of acquisitions and divestitures, net sales in constant currency increased by 8.6% from increased unit volume and 0.9% due to higher prices. The unit volume increase was due to higher product shipments across all MedSurg and Neurotechnology and Orthopaedics and Spine businesses.

Current report

MedSurg and Neurotechnology net sales increased 9.0% in the three months 2024 as reported and 9.8% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.8%. Excluding the 0.1% impact of acquisitions and divestitures, net sales in constant currency increased by 7.6% from increased unit volume and 2.1% from higher prices. The unit volume

Current report

MedSurg and Neurotechnology net sales increased 10.2% in the six months 2024 as reported and 10.8% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.6%. Excluding the 0.2% impact of acquisitions and divestitures, net sales in constant currency increased by 8.8% from increased unit volume and 1.8% from higher prices. The unit volume increase was due to higher shipments across all MedSurg and Neurotechnology businesses.

Current report

Orthopaedics and Spine net sales increased 7.7% in the six months 2024 as reported and 8.5% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.8%. Excluding the 0.5% impact of acquisitions and divestitures, net sales in constant currency increased 8.3% from increased unit volume partially offset by 0.3% from lower prices. The unit volume increase was due to higher shipments across all Orthopaedics and Spine businesses.

Current report

Gross profit was $3,416 and $3,181 in the three months 2024 and 2023. The key components of the change were:

Current report

Gross profit was $6,749 and $6,197 in the six months 2024 and 2023. The key components of the change were:

Current report

Gross profit as a percentage of net sales in the six months 2024 remained relatively flat with 2023.

Current report

Research, development and engineering expenses increased $46 or 6.7% in the six months 2024. As a percentage of net sales, expenses in the six months 2024 of 6.9% was relatively consistent with the six months 2023 of 7.0%.

Current report

Selling, general and administrative expenses increased $138 or 8.1% in the three months 2024. As a percentage of net sales, expenses in the three months 2024 of 34.1% was relatively consistent with the three months 2023 of 34.2%.

Current report

Operating income was $2,023 and $1,700 in the six months 2024 and 2023. Operating income as a percentage of net sales in the six months 2024 increased to 19.0% from 17.4% in 2023. Refer to the discussion above for the primary drivers of the change.

Current report

The increase in Orthopaedics and Spine operating income as a percentage of net sales for the three months was primarily driven by higher unit volumes partially offset by higher manufacturing and supply chain costs and higher selling, general and administrative expenses.

Current report

MedSurg and Neurotechnology operating income as a percentage of net sales increased to 27.2% in the six months 2024 from 25.4% in 2023. Orthopaedics and Spine operating income as a percentage of net sales decreased to 28.2% in the six months 2024 from 28.5% in 2023. The key components of the change were:

Current report

Other income (expense), net was ($53) and ($66) in the three months and ($102) and ($122) in the six months 2024 and 2023.
Removed paragraphs (2)

Previous report

Gross profit was $3,333 and $3,016 in the three months 2024 and 2023. The key components of the change were:

Previous report

Other income (expense), net was ($49) and ($56) in the three months 2024 and 2023.
Reworded paragraphs (26)

Previous wording

The global economy continues to experience increased inflationary pressures in part due to global supply chain disruptions, labor shortages and other impacts of the macroeconomic environment which we anticipate will continue. Higher interest rates and capital costs, higher shipping costs, increased costs of labor, fluctuating foreign currency exchange rates and the military conflicts in Russia and Ukraine and the Middle East result in additional economic challenges and uncertainties. These conditions may cause our customers to decrease or delay orders for our products and services, and the higher interest rates may impact deal mix for our capital products.

Current wording

The global economy continues to experience inflationary pressures in part due to global supply chain disruptions, labor shortages and other impacts of the macroeconomic environment which we anticipate will continue. Higher interest rates and capital costs, higher shipping costs, increased costs of labor, fluctuating foreign currency exchange rates and the military conflicts in Russia and Ukraine and the Middle East result in additional economic challenges and uncertainties. These conditions may cause our customers to decrease or delay orders for our products and services, and the higher interest rates may impact deal mix for our capital products.

Previous wording

In the three months 2024 we achieved sales growth of 9.7% from 2023. Excluding the impact of acquisitions and divestitures sales grew 10.0% in constant currency. We reported operating income margin of 18.5%, net earnings of $788 and net earnings per diluted share of $2.05. Excluding the impact of certain items, adjusted operating income margin(1) increased by 80 basis points to 21.9%, with adjusted net earnings(1) of $962 and adjusted net earnings per diluted share(1)of $2.50, an increase of 16.8% from 2023.

Current wording

In the three months 2024 we achieved sales growth of 8.5% from 2023. Excluding the impact of acquisitions and divestitures, sales grew 9.0% in constant currency. We reported operating income margin of 19.4%, net earnings of $825 and net earnings per diluted share of $2.14. Excluding the impact of certain items, adjusted operating income margin(1) increased by 30 basis points to 24.6%, with adjusted net earnings(1) of $1,085 and adjusted net earnings per diluted share(1)of $2.81, an increase of 10.6% from 2023.

Previous wording

On March 20, 2024 we acquired SERF for a purchase price of $246. SERF's implants strengthen the global portfolio of our Joint Replacement business within Orthopaedics and Spine. Refer to Note 7 to our Consolidated Financial Statements for further information.

Current wording

On March 20, 2024 we acquired SERF for net cash consideration of $244. SERF's implants strengthen the global portfolio of our Joint Replacement business within Orthopaedics and Spine. Refer to Note 7 to our Consolidated Financial Statements for further information.

Previous wording

Consolidated net sales increased 9.7% in the three months 2024 as reported and 10.2% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.5%. Excluding the 0.2% impact of acquisitions and divestitures, net sales in constant currency increased by 9.3% from increased unit volume and 0.7% due to higher prices. The unit volume increase was due to higher product shipments across all MedSurg and Neurotechnology and Orthopaedics and Spine businesses.

Current wording

Consolidated net sales increased 8.5% in the three months 2024 as reported and 9.4% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.9%. Excluding the 0.4% impact of acquisitions and divestitures, net sales in constant currency increased by 7.9% from increased unit volume and 1.1% due to higher prices. The unit volume increase was due to higher product shipments across all MedSurg and Neurotechnology and Orthopaedics and Spine businesses.

Previous wording

MedSurg and Neurotechnology net sales increased 11.5% in the three months 2024 as reported and 12.0% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.5%. Excluding the 0.4% impact of acquisitions and divestitures, net sales in constant currency increased by 10.2% from increased unit volume and 1.4% from higher prices. The unit volume increase was due to higher shipments across all MedSurg and Neurotechnology businesses.

Current wording

increase was due to higher shipments across all MedSurg and Neurotechnology businesses.

Previous wording

Orthopaedics and Spine net sales increased 7.5% in the three months 2024 as reported and 8.0% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.5%. Net sales in constant currency increased 8.2% from increased unit volume partially offset by 0.2% from lower prices. The unit volume increase was due to higher shipments across all Orthopaedics and Spine businesses.

Current wording

Orthopaedics and Spine net sales increased 7.9% in the three months 2024 as reported and 8.9% in constant currency, as foreign currency exchange rates negatively impacted net sales by 1.0%. Excluding the 0.9% impact of acquisitions and divestitures, net sales in constant currency increased 8.4% from increased unit volume partially offset by 0.4% from lower prices. The unit volume increase was due to higher shipments across all Orthopaedics and Spine businesses.

Previous wording

Gross profit as a percentage of net sales in the three months 2024 increased to 63.6% from 63.1% in 2023 primarily due to favorable volumes.

Current wording

Gross profit as a percentage of net sales in the three months 2024 decreased to 63.0% from 63.7% in 2023 primarily due to higher manufacturing and supply chain costs and structural optimization and other special charges partially offset by favorable volumes and higher sales prices.

Previous wording

While segment mix was not a significant driver of the change in gross profit as a percent of net sales between the three months 2024 and 2023, 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 and Spine segment.

Current wording

While segment mix was not a significant driver of the change in gross profit as a percent of net sales between the three and six months 2024 and 2023, 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 and Spine segment.

Previous wording

Research, development and engineering expenses increased $29 or 8.6% in the three months 2024. As a percentage of net sales, expenses in the three months 2024 of 7.0% was relatively consistent with the three months 2023 of 7.1%.

Current wording

Research, development and engineering expenses increased $17 or 4.9% in the three months 2024. As a percentage of net sales, expenses in the three months 2024 of 6.7% was relatively consistent with the three months 2023 of 6.9%.

Previous wording

Selling, general and administrative expenses increased $59 or 3.3% in the three months 2024 and decreased as a percentage of net sales to 35.1% from 37.3% in 2023, primarily due to charges in the three months 2023 for structural optimization and legal matters, in addition to continued spend discipline in the three months 2024.

Current wording

Selling, general and administrative expenses increased $197 or 5.6% in the six months 2024 and decreased as a percentage of net sales to 34.6% from 35.7% in 2023, primarily due to higher charges in the six months 2023 for structural optimization and certain legal matters, in addition to continued spend discipline in the six months 2024.

Previous wording

Amortization of intangible assets was $153 and $161 in the three months and 2024 and 2023. Refer to Note 7 to our Consolidated Financial Statements for further information.

Current wording

Amortization of intangible assets was $155 and $161 in the three months and $308 and $322 in the six months 2024 and 2023.

Previous wording

Operating income was $972 and $735 in the three months 2024 and 2023. Operating income as a percentage of net sales in the three months 2024 increased to 18.5% from 15.4% in 2023. Refer to the discussion above for the primary drivers of the change.

Current wording

Operating income was $1,051 and $965 in the three months 2024 and 2023. Operating income as a percentage of net sales in the three months 2024 increased to 19.4% from 19.3% in 2023. Refer to the discussion above for the primary drivers of the change.

Previous wording

MedSurg and Neurotechnology operating income as a percentage of net sales increased to 26.8% in the three months 2024 from 23.3% in 2023. Orthopaedics and Spine operating income as a percentage of net sales decreased to 27.0% in the three months 2024 from 28.8% in 2023. The key components of the change were:

Current wording

MedSurg and Neurotechnology operating income as a percentage of net sales increased to 27.6% in the three months 2024 from 27.3% in 2023. Orthopaedics and Spine operating income as a percentage of net sales increased to 29.3% in the three months 2024 from 28.1% in 2023. The key components of the change were:

Previous wording

The increase in MedSurg and Neurotechnology operating income as a percentage of net sales for the three months was primarily driven by higher prices, higher unit volumes and lower manufacturing and supply chain costs due to easing of inflationary pressures impacting the cost of raw materials in our MedSurg businesses partially offset by higher selling, general and administrative expenses and higher research, development and engineering expenses due to disciplined increases in spend and investments to support our growth.

Current wording

The increase in MedSurg and Neurotechnology operating income as a percentage of net sales for the three months was primarily driven by higher unit volumes and higher prices partially offset by higher selling, general and administrative expenses, higher manufacturing and supply chain costs and higher research, development and engineering expenses due to disciplined increases in spend and investments to support our growth.

Previous wording

The decrease in Orthopaedics and Spine operating income as a percentage of net sales for the three months was primarily driven by higher selling, general and administrative expenses and higher research, development and engineering expenses due to disciplined increases in spend and investments to support our growth partially offset by higher unit volumes.

Current wording

The decrease in Orthopaedics and Spine operating income as a percentage of net sales for the six months was primarily driven by higher selling, general and administrative expenses, higher manufacturing and supply chain costs and higher research, development and engineering expenses due to disciplined increases in spend and investments to support our growth partially offset by higher unit volumes.

Previous wording

Our effective tax rates were 14.6% and 12.8% in the three months 2024 and 2023. The effective tax rates for the three months 2024 and 2023 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 are effective in 2024 while others will be effective in future years. These tax law changes and any additional contemplated tax law changes could increase tax expense in future periods.

Current wording

Our effective tax rates were 17.3% and 16.0% in the three and six months 2024 and 17.9% and 15.7% in the three and six months 2023. The effective tax rates for the three and six months 2024 and 2023 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 are effective in 2024 while others will be effective in future years. These tax law changes and any additional contemplated tax law changes could increase tax expense in future periods.

Previous wording

Net earnings increased to $788 or $2.05 per diluted share in the three months 2024 from $592 or $1.54 per diluted share in 2023. Refer to the discussion above for the primary drivers of the change.

Current wording

Net earnings increased to $825 or $2.14 per diluted share in the three months 2024 from $738 or $1.93 per diluted share in 2023. Net earnings increased to $1,613 or $4.19 per diluted share in the six months 2024 from $1,330 or $3.47 per diluted share in 2023. Refer to the discussion above for the primary drivers of the change.

Previous wording

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.

Current wording

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

Previous wording

Cash provided by operating activities was $204 and $445 in the three months 2024 and 2023. The decrease was primarily due to the timing of payments and collections in working capital accounts.

Current wording

Cash provided by operating activities was $837 and $1,133 in the six months 2024 and 2023. The decrease was primarily due to the timing of payments and collections in working capital accounts partially offset by higher net earnings.

Previous wording

Cash used in investing activities was $408 and $132 in the three months 2024 and 2023. The three months 2024 included cash paid for the SERF acquisition. Refer to Note 7 to our Consolidated Financial Statements for further information on the SERF acquisition.

Current wording

Cash used in investing activities was $525 and $665 in the six months 2024 and 2023. The six months 2024 included cash paid for the SERF acquisition partially offset by proceeds from the settlement of certain foreign currency forward contracts designated as net investment hedges. The six months 2023 included cash paid for the Cerus acquisition. Refer to Notes 4 and 7 to our Consolidated Financial Statements for further information on derivative instruments and acquisitions.

Previous wording

Cash used in financing activities was $418 and $481 in the three months 2024 and 2023. Cash used in 2024 was primarily driven by dividend payments of $304 and cash paid for taxes on withheld shares of $113. Cash used in 2023 was primarily driven by dividend payments of $284 and cash paid for taxes on withheld shares of $94, offset by a repayment of $100 on the term loan used to fund the acquisition of Vocera.

Current wording

Cash used in financing activities was $1,384 and $886 in the six months 2024 and 2023. Cash used in 2024 was primarily comprised of the repayment of the outstanding $600 principal amount of maturing senior unsecured notes, dividend payments of $609 and cash paid for taxes on withheld shares of $127. Cash used in 2023 was primarily driven by a repayment of $200 on the term loan used to fund the acquisition of Vocera, dividend payments of $569 and cash paid for taxes on withheld shares of $111.

Previous wording

We did not repurchase any shares in the three months 2024 and 2023.

Current wording

We did not repurchase any shares in the six months 2024 and 2023.

Previous wording

Cash, cash equivalents and marketable securities were $2,407 and $3,053 on March 31, 2024 and December 31, 2023. Current assets exceeded current liabilities by $4,937 and $4,597 on March 31, 2024 and December 31, 2023. 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.

Current wording

Cash, cash equivalents and marketable securities were $1,957 and $3,053 on June 30, 2024 and December 31, 2023. Current assets exceeded current liabilities by $4,719 and $4,597 on June 30, 2024 and December 31, 2023. 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.

Previous wording

Our cash, cash equivalents and marketable securities held in locations outside the United States was approximately 26% on March 31, 2024 compared to 25% on December 31, 2023.

Current wording

Our cash, cash equivalents and marketable securities held in locations outside the United States was 31% on June 30, 2024 compared to 25% on December 31, 2023.

Previous wording

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 2023. 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 2023. 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.

Current wording

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 2023. 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 2023. 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-
Rearranged current paragraphs (12)

Current report — wording carried from elsewhere

In the six months 2024 we achieved sales growth of 9.1% from 2023. Excluding the impact of acquisitions and divestitures, sales grew 9.5% in constant currency. We reported operating income margin of 19.0%, net earnings of $1,613 and net earnings per diluted share of $4.19. Excluding the impact of certain items, adjusted operating income margin(1) increased by 60 basis points to 23.3%, with adjusted net earnings(1) of $2,047 and adjusted net earnings per diluted share(1)of $5.31, an increase of 13.5% from 2023.

Current report — wording carried from elsewhere

Refer to Note 7 to our Consolidated Financial Statements for further information.

Current report — wording carried from elsewhere

The increase in MedSurg and Neurotechnology operating income as a percentage of net sales for the six months was primarily

Current report — wording carried from elsewhere

driven by higher unit volumes and higher prices partially offset by higher selling, general and administrative expenses and higher research, development and engineering expenses due to disciplined increases in spend and investments to support our growth.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

(a) Charges represent certain acquisition and integration-related costs associated with acquisitions, including:

Current report — wording carried from elsewhere

(b) Structural optimization and other special charges represent the costs associated with:

Current report — wording carried from elsewhere

(c) 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.

Current report — wording carried from elsewhere

(d) 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.

Current report — wording carried from elsewhere

(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 regulatory or other legal matters and the amount of favorable awards from settlements.

Current report — wording carried from elsewhere

(f) Benefits / (charges) represent the accounting impact of certain significant and discrete tax items, including:

Current report — wording carried from elsewhere

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.