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

FORM 10-Q
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,September 30, 2018
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-09165
strykerlogoa59.jpg
STRYKER CORPORATION
(Exact name of registrant as specified in its charter)
Michigan   38-1239739
(State of incorporation)   (I.R.S. Employer Identification No.)
     
2825 Airview Boulevard Kalamazoo, Michigan 49002
(Address of principal executive offices) (Zip Code)
     
  (269) 385-2600  
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES [X]    NO [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    YES [X]    NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer[X] Accelerated filer[ ]
Non-accelerated filer[ ](Do not check if a smaller reporting company)Small reporting company[ ]
   Emerging growth company[ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES [ ]    NO [X]
There were 373,710,934374,187,286 shares of Common Stock, $0.10 par value, on March 31,September 30, 2018.
 


STRYKER CORPORATION 2018 FirstThird Quarter Form 10-Q

PART I.I – FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS
Stryker Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
Three MonthsThree Months Nine Months

2018 20172018 2017 2018 2017
Net sales$3,241
 $2,955
$3,242
 $3,006
 $9,805
 $8,973
Cost of sales1,104
 991
1,087
 1,022
 3,323
 3,034
Gross profit$2,137
 $1,964
$2,155
 $1,984
 $6,482
 $5,939
Research, development and engineering expenses204
 192
221
 198
 641
 582
Selling, general and administrative expenses1,236
 1,102
1,242
 1,103
 3,668
 3,335
Recall charges4
 26
4
 66
 10
 164
Amortization of intangible assets102
 88
112
 92
 324
 275
Total operating expenses$1,546
 $1,408
$1,579
 $1,459
 $4,643
 $4,356
Operating income$591
 $556
$576
 $525
 $1,839
 $1,583
Other income (expense), net(49) (57)(42) (54) (140) (169)
Earnings before income taxes$542
 $499
$534
 $471
 $1,699
 $1,414
Income taxes99
 55
(56) 37
 214
 145
Net earnings$443
 $444
$590
 $434
 $1,485
 $1,269
          
Net earnings per share of common stock:          
Basic net earnings per share of common stock$1.18
 $1.19
$1.58
 $1.16
 $3.97
 $3.39
Diluted net earnings per share of common stock$1.16
 $1.17
$1.55
 $1.14
 $3.90
 $3.34
          
Weighted-average shares outstanding:   
Weighted-average shares outstanding (in millions):       
Basic374.0
 373.4
374.1
 374.2
 374.0
 373.8
Effect of dilutive employee stock options6.7
 5.9
6.1
 6.0
 6.4
 6.0
Diluted380.7
 379.3
380.2
 380.2
 380.4
 379.8
          
Cash dividends declared per share of common stock$0.470
 $0.425
$0.470
 $0.425
 $1.410
 $1.275
Anti-dilutive shares excluded from the calculation of dilutive employee stock options were de minimis in all periods.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
Three MonthsThree Months Nine Months
2018 20172018 2017 2018 2017
Net earnings$443
 $444
$590
 $434
 $1,485
 $1,269
Other comprehensive income (loss), net of tax:          
Marketable securities(1) 

 (3) (1) (3)
Pension plans(6) (4)(3) 14
 (1) 4
Unrealized gains (losses) on designated hedges15
 (6)6
 (6) 23
 (7)
Financial statement translation35
 96
(50) 87
 (72) 269
Total other comprehensive income (loss), net of tax$43
 $86
$(47) $92
 $(51) $263
Comprehensive income$486
 $530
$543
 $526
 $1,434
 $1,532

See accompanying notes to Consolidated Financial Statements.

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

STRYKER CORPORATION 2018 FirstThird Quarter Form 10-Q

Stryker Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS
March 31 December 31September 30 December 31
2018 20172018 2017
(Unaudited)  (Unaudited)  
Assets      
Current assets      
Cash and cash equivalents$2,179
 $2,542
$1,918
 $2,542
Marketable securities276
 251
292
 251
Accounts receivable, less allowance of $65 ($59 in 2017)2,108
 2,198
Accounts receivable, less allowance of $62 ($59 in 2017)2,076
 2,198
Inventories:      
Materials and supplies554
 528
614
 528
Work in process171
 148
174
 148
Finished goods1,939
 1,789
2,105
 1,789
Total inventories$2,664
 $2,465
$2,893
 $2,465
Prepaid expenses and other current assets624
 537
739
 537
Total current assets$7,851
 $7,993
$7,918
 $7,993
Property, plant and equipment:      
Land, buildings and improvements983
 936
976
 936
Machinery and equipment2,998
 2,864
3,176
 2,864
Total property, plant and equipment$3,981
 $3,800
$4,152
 $3,800
Less allowance for depreciation1,927
 1,825
Less accumulated depreciation1,974
 1,825
Property, plant and equipment, net$2,054
 $1,975
$2,178
 $1,975
Goodwill7,723
 7,168
7,634
 7,168
Other intangibles, net3,689
 3,477
3,463
 3,477
Other noncurrent assets816
 1,584
891
 1,584
Total assets$22,133
 $22,197
$22,084
 $22,197
      
Liabilities and shareholders' equity
  
  
Current liabilities      
Accounts payable$529
 $487
$563
 $487
Accrued compensation525
 838
748
 838
Income taxes186
 143
100
 143
Dividend payable178
 178
176
 178
Accrued recall expenses165
 196
111
 196
Accrued expenses and other liabilities1,233
 1,011
1,180
 1,011
Current maturities of debt1,984
 632
1,275
 632
Total current liabilities$4,800
 $3,485
$4,153
 $3,485
Long-term debt, excluding current maturities5,920
 6,590
5,928
 6,590
Income taxes1,278
 1,261
1,251
 1,261
Other noncurrent liabilities912
 881
892
 881
Total liabilities$12,910
 $12,217
$12,224
 $12,217
Shareholders' equity      
Common stock, $0.10 par value:37
 37
Common stock, $0.10 par value37
 37
Additional paid-in capital1,486
 1,496
1,535
 1,496
Retained earnings8,201
 8,986
8,892
 8,986
Accumulated other comprehensive loss(510) (553)(604) (553)
Total Stryker shareholders' equity$9,214
 $9,966
$9,860
 $9,966
Noncontrolling interest$9
 $14

 14
Total shareholders' equity$9,223
 $9,980
$9,860
 $9,980
Total liabilities & shareholders' equity$22,133
 $22,197
Total liabilities and shareholders' equity$22,084
 $22,197

See accompanying notes to Consolidated Financial Statements.

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

STRYKER CORPORATION 2018 FirstThird Quarter Form 10-Q

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three MonthsNine Months
2018 20172018 2017
Operating activities      
Net earnings$443
 $444
$1,485
 $1,269
Adjustments to reconcile net earnings to net cash provided by operating activities:      
Depreciation74
 62
223
 198
Amortization of intangible assets102
 88
324
 275
Share-based compensation29
 32
87
 85
Recall charges4
 26
10
 164
Sale of inventory stepped-up to fair value at acquisition3
 
Changes in operating assets and liabilities:      
Accounts receivable139
 112
119
 72
Inventories(144) (114)(439) (322)
Accounts payable33
 23
57
 (2)
Accrued expenses and other liabilities(306) (323)(40) (97)
Recall-related payments(28) (94)(89) (492)
Income taxes48
 (3)(231) (7)
Other, net(100) (102)58
 (263)
Net cash provided by operating activities$297
 $151
$1,564
 $880
Investing activities      
Acquisitions, net of cash acquired(704) (9)(770) (712)
Purchases of marketable securities(77) (12)(214) (85)
Proceeds from sales of marketable securities53
 14
173
 56
Purchases of property, plant and equipment(121) (139)(418) (412)
Net cash used in investing activities$(849) $(146)$(1,229) $(1,153)
Financing activities      
Proceeds from borrowings952
 658
Payments on borrowings(258) (354)
Payments on short-term borrowings, net(8) (198)
Proceeds from issuance of long-term debt595
 498
Payments on long-term debt(600) 
Dividends paid(176) (159)(528) (477)
Repurchases of common stock(300) (230)(300) (230)
Cash paid for taxes from withheld shares(75) (52)(104) (83)
Payments to purchase noncontrolling interest(5) 
(14) 
Other financing, net7
 
8
 (32)
Net cash provided by (used in) financing activities$145
 $(137)
Net cash used in financing activities$(951) $(522)
Effect of exchange rate changes on cash and cash equivalents44
 29
(8) 71
Change in cash and cash equivalents$(363) $(103)$(624) $(724)
Cash and cash equivalents at beginning of period2,542
 3,316
2,542
 3,316
Cash and cash equivalents at end of period$2,179
 $3,213
$1,918
 $2,592

See accompanying notes to Consolidated Financial Statements.

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

STRYKER CORPORATION 2018 FirstThird Quarter Form 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 1 - BASIS OF PRESENTATION
General Information
Management believes the accompanying unaudited Consolidated Financial Statements contain all adjustments, including normal recurring items, considered necessary to fairly present the financial position of Stryker Corporation and its consolidated subsidiaries (the "Company," "we," us" or "our") on March 31,September 30, 2018 and the results of operations for the three and nine months 2018. The results of operations included in these Consolidated Financial Statements may not necessarily be indicative of our annual results. These statements should be read in conjunction with our Annual Report on Form 10-K for 2017.
Certain prior year amounts have been reclassified to conform with current year presentation in our Consolidated Statements of Earnings, Consolidated Statements of Cash Flows and Note 10.
New Accounting Pronouncements Not Yet Adopted
We evaluate all Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB) for consideration of their applicability. ASUs not included in our disclosures were assessed and determined to be either not applicable or are not expected to have a material impact on our Consolidated Financial Statements.
In August 2018 the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal Use Software - Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which amends the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract to align with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The update is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. We are in the process of evaluating the impact on our Consolidated Financial Statements and the timing of adoption of this update.
In August 2017 the FASB issued ASU 2017-12, Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities, which amends and simplifies hedge accounting guidance, as well as improves presentation and disclosure to align the economic effects of risk management strategies in the financial statements. The update is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We have performed a preliminary assessment of the impact from this update and do not expect the adoption of this standard to have a material impact on our Consolidated Financial Statements. We are continuingplan to evaluate the timing of adoption ofadopt this update.update on January 1, 2019.
In February 2016 the FASB issued ASU 2016-02, Leases. This update requiresLeases, in July 2018 issued ASU 2018-10, Codification Improvements to Topic 842, Leases and in August 2018 issued ASU 2018-11 Leases - Targeted Improvements (ASU 2018-11). These updates require an entity to recognize assets and liabilities on the balance sheet for leases with terms greater than 12 months. We are in the process of evaluating the impact on our Consolidated Financial Statements and anticipate most of our current operating leases, as well as some service contracts, will result in the recognition of right toof use assets and corresponding lease liabilities inon our Consolidated Balance Sheets. We do not anticipate adoption of the updatethese updates will have a material impact on net earnings or cash flows and cash flows.continue to assess the impact on our Consolidated Balance Sheets. We have established a project team to lead the reviewevaluation of our lease agreements and other contracts to assess the impact of the new guidance.guidance and are in the process
of implementing a lease administration application. We plan to adopt this updatethese updates on January 1, 2019.2019, electing the additional transition method provided for in ASU 2018-11 by recording a cumulative-effect adjustment to our Consolidated Balance Sheets as of the adoption date.
Accounting Pronouncements Recently Adopted
On January 1, 2018 we adopted ASU 2014-09, Revenue from Contracts with Customers.Customers. Refer to Note 2 for further information.
On January 1, 2018 we adopted ASU 2016-16, Income Taxes - Intra-Entity Transfers of Assets Other Than Inventory, which requires companies to account for the income tax effect of intercompany sales and transfers of assets other than inventory when the transfer occurs. Under previous guidance, we deferred the income tax effects of intercompany transfers of assets until the asset had been sold to an outside party or otherwise recognized. We recorded a $695 cumulative-effect adjustment to decrease the opening balance of retained earnings as of January 1, 2018.
On January 1, 2018 we adopted ASU 2017-07, Compensation - Retirement Benefits, which revises the presentation of the elements
of net pension benefit costs. We have retrospectively applied the change in presentation of the non-service cost components of net periodic pension cost by reclassifying these amounts to Otherother income (expense), net within our Consolidated Statements of Earnings. The adoption of this update did not have a material impact on our Consolidated Financial Statements.
On January 1, 2018 we adopted ASU 2017-09, Compensation - Stock Compensation, which revises the guidance related to changes in terms or conditions of a share-based payment award. The adoption of this update did not have a material impact on our Consolidated Financial Statements.
On January 1, 2018 we adopted ASU 2018-02, Income Statements - Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which was issued in February 2018 and provides guidance allowing for the reclassification of stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 from accumulated other comprehensive income to retained earnings. The adoption of this update did not have a material impact on our Consolidated Financial Statements.
NOTE 2 - REVENUE RECOGNITION
On January 1, 2018 we adopted ASU 2014-09 Revenue from Contracts with Customers (ASC 606) using the modified retrospective method for contracts that were not completed as of January 1, 2018. The cumulative effect of initially applying ASC 606 was an adjustment to decrease the opening balance of retained earnings by $64 as of January 1, 2018.
With the adoption of ASC 606, we elected to apply certain permitted practical expedients. In evaluating the cumulative-effect adjustment to retained earnings, we adopted the standard only for contracts that were not complete as of the date of adoption. For contracts containing elements of variable consideration, we have elected to use the transaction price at the date the contract was deemed complete. For contracts that were modified prior to the adoption date, we have elected to present the aggregate effect of all contract modifications in determining the transaction price and for the allocation to the satisfied and unsatisfied performance obligations.
The impact of ASC 606 on our results of operations for the three and nine months 2018 was not material and related primarily to the reclassification of certain costs previously presented as selling, general and administrative expenses to net sales.

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

STRYKER CORPORATION2018 Third Quarter Form 10-Q

Sales are recognized as the performance obligations to deliver products or services are satisfied and are recorded based on the amount of consideration we expect to receive in exchange for satisfying the performance obligations. In the United States most of our products and services are marketed directly to doctors, hospitals and other healthcare facilities through company-owned subsidiaries and branches. Our products are also sold in over 85 countries through company-owned sales subsidiaries and branches as well as third partythird-party dealers and distributors.
Sales represent the amount of consideration we expect to receive from customers in exchange for transferring products and services. Net sales exclude sales, value addadded and other taxes we collect from customers. Other costs to obtain and fulfill contracts are expensed as incurred due to the short-term nature of a majoritymost of our sales. We extend terms of payment to our customers based on commercially reasonable terms for the markets of our customers, while also considering their credit quality. A provision for estimated sales returns, discounts and rebates is recognized as a reduction of sales in the same period that the sales are recognized. Our estimate of the provision for sales returns has been established based on contract terms with our customers and historical business

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

STRYKER CORPORATION2018 First Quarter Form 10-Q

practices. Shipping and handling costs charged to customers are included in net sales.
Our sales continue to be recognized primarily when title to the product, ownership and risk of loss transfer to the customer, which can be on the date of shipment, the date of receipt by the customer or, for most Orthopaedics products, when we receivehave received a purchase order and appropriate notification that the product has been used or implanted and a purchase order has been received.implanted. Products and services are primarily transferred to customers at a point in time, with some transfers of services taking place over time. In the three and nine months 2018 less than 10% of our sales were recognized as services transferred over time.
We disaggregate our net sales by product line and geographic location for each of our segments as we believe it best depicts how the nature, amount, timing and uncertaintycertainty of our net sales and cash flows are affected by economic factors.
 Three Months
 20182017
Orthopaedics:  
Knees$419
$391
Hips331
320
Trauma and Extremities389
352
Other77
72
 $1,216
$1,135
MedSurg:  
Instruments$412
$394
Endoscopy444
373
Medical511
475
Sustainability60
63
 $1,427
$1,305
Neurotechnology and Spine:  
Neurotechnology$410
$331
Spine188
184
 $598
$515
Total$3,241
$2,955
Three Months 2018 Three Months 2017Three Months Nine Months
United StatesInternational United StatesInternational20182017 20182017
Orthopaedics:      
Knees$301
$118
 $286
$105
$395
$369
 $1,236
$1,149
Hips205
126
 204
116
316
313
 983
955
Trauma and Extremities245
144
 228
124
376
367
 1,152
1,070
Other63
14
 57
15
84
83
 244
234
$814
$402
 $775
$360
$1,171
$1,132
 $3,615
$3,408
MedSurg:      
Instruments$316
$96
 $308
$86
$442
$404
 $1,292
$1,190
Endoscopy349
95
 292
81
443
404
 1,335
1,183
Medical381
130
 370
105
492
464
 1,508
1,413
Sustainability60

 63

66
64
 190
191
$1,106
$321
 $1,033
$272
$1,443
$1,336
 $4,325
$3,977
Neurotechnology and Spine:      
Neurotechnology$256
$154
 $215
$116
$435
$353
 $1,282
$1,036
Spine138
50
 141
43
193
185
 583
552
$394
$204
 $356
$159
$628
$538
 $1,865
$1,588
Total$2,314
$927
 $2,164
$791
$3,242
$3,006
 $9,805
$8,973
 
 Three Months 2018 Three Months 2017
 United StatesInternational United StatesInternational
Orthopaedics:     
Knees$291
$104
 $270
$99
Hips198
118
 194
119
Trauma and Extremities242
134
 237
130
Other67
17
 68
15
 $798
$373
 $769
$363
MedSurg:     
Instruments$352
$90
 $316
$88
Endoscopy346
97
 316
88
Medical393
99
 357
108
Sustainability66

 63

 $1,157
$286
 $1,052
$284
Neurotechnology and Spine:     
Neurotechnology$284
$150
 $222
$131
Spine142
52
 139
46
 $426
$202
 $361
$177
Total$2,381
$861
 $2,182
$824
 Nine Months 2018 Nine Months 2017
 United StatesInternational United StatesInternational
Orthopaedics:     
Knees$896
$340
 $838
$311
Hips610
373
 601
354
Trauma and Extremities729
423
 693
377
Other198
46
 190
44
 $2,433
$1,182
 $2,322
$1,086
MedSurg:     
Instruments$1,007
$285
 $927
$263
Endoscopy1,049
286
 927
256
Medical1,158
350
 1,099
314
Sustainability189
1
 190
1
 $3,403
$922
 $3,143
$834
Neurotechnology and Spine:     
Neurotechnology$820
$462
 $660
$376
Spine424
159
 421
131
 $1,244
$621
 $1,081
$507
Total$7,080
$2,725
 $6,546
$2,427
Orthopaedics
Orthopaedics products consist primarily of implants used in hip and knee joint replacements and trauma and extremity surgeries. Substantially all Orthopaedics sales are recognized when we have received a purchase order and appropriate notification the product has been used or implanted and a purchase order has been received. These sales are recognized for the amount of consideration we expect to receive in exchange for transferring the products or services.implanted. For certain Orthopaedic products in the "other" category, we recognize sales at a point in time, as well as over time for performance obligations that may include an obligation to complete installation, provide training and ongoing services. These performance obligations are satisfied within one year.
MedSurg
MedSurg products include surgical equipment and surgical navigation systems (Instruments), endoscopic and communications systems (Endoscopy), patient handling, emergency medical equipment and intensive care disposable products (Medical), reprocessed and remanufactured medical devices (Sustainability) and other medical device products used in a variety of medical specialties. Substantially all MedSurg sales are recognized when control is transferred and a purchase order is received. The sales are recognized for the amount of consideration we expect to receive in exchange for transferring the products or services.has been received and control has transferred. For certain Endoscopy, Instruments and Medical services, we may recognize sales over time as we satisfy performance obligations that may include an obligation to complete

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

STRYKER CORPORATION2018 Third Quarter Form 10-Q

installation, provide training and perform ongoing services and are generally performed within one year.
Neurotechnology and Spine
Neurotechnology and Spine products include both neurosurgical and neurovascular devices. Our spinal implant products include cervical, thoracolumbar and interbody systems used in spinal injury, deformity and degenerative therapies. Substantially all Neurotechnology and Spine sales are recognized when control is transferred and a purchase order is received. The sales are recognized as the amount of consideration we expect to receive in exchange for transferring the products or services.has been received and control has transferred.
Contract Assets and Liabilities
The nature of our products and services do not generally give rise to contract assets as we typically do not incur costs to fulfill a contract before a product or service is provided to a customer. Our costs to obtain contracts are typically in the form of sales commissions paid to employees of Stryker or third partythird-party agents. We have elected to expense sales commissions associated with obtaining a contract as incurred as the amortization period is generally less than one year. These costs have been presented within selling, general and administrative expenses. As of March 31,On September 30, 2018 there were no contract assets recorded in our Consolidated Balance Sheets.
Our contract liabilities arise as a result of unearned revenue received from customers at inception of contracts for certain businesses or where the timing of billing for services precedes satisfaction of our performance obligations. We generally satisfy performance obligations within one year from the contract inception date. As ofOn January 1, 2018 our contract liabilities were $251,$381, which were reported in accrued expenses and other liabilities and other noncurrent liabilities in our Consolidated Balance Sheets, $125$43 of which waswere recognized in sales in the three months 2018 and $201 in the nine months 2018. On September 30, 2018 our contract liabilities were $281.

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

STRYKER CORPORATION2018 First Quarter Form 10-Q

NOTE 3 - ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (AOCI)
Three Months 2018Marketable SecuritiesPension PlansHedgesFinancial Statement TranslationTotalMarketable SecuritiesPension PlansHedgesFinancial Statement TranslationTotal
Beginning$(4)$(134)$28
$(443)$(553)$(5)$(132)$45
$(465)$(557)
OCI(1)(10)21
23
33
1
(2)8
(50)(43)
Income taxes
1
(5)12
8

(2)(2)
(4)
Reclassifications to:  
Cost of sales
2
(1)
1

2
(2)

Other income




Other expense(1)
1


Income taxes
1


1

(1)1


Net OCI$(1)$(6)$15
$35
$43
$
$(3)$6
$(50)$(47)
Ending$(5)$(140)$43
$(408)$(510)$(5)$(135)$51
$(515)$(604)
Three Months 2017Marketable SecuritiesPension PlansHedgesFinancial Statement TranslationTotal
Beginning$
$(142)$23
$(471)$(590)
OCI(6)16
(7)74
77
Income taxes2
(4)2
13
13
Reclassifications to:     
Cost of sales
2
(1)
1
Other income1



1
Net OCI$(3)$14
$(6)$87
$92
Ending$(3)$(128)$17
$(384)$(498)
Nine Months 2018Marketable SecuritiesPension PlansHedgesFinancial Statement TranslationTotal
Beginning$(4)$(134)$28
$(443)$(553)
OCI(1)(6)32
(84)(59)
Income taxes
1
(8)12
5
Reclassifications to:     
Cost of sales
6
(4)
2
Other expense

1

1
Income taxes
(2)2


Net OCI$(1)$(1)$23
$(72)$(51)
Ending$(5)$(135)$51
$(515)$(604)
Three Months 2017Marketable SecuritiesPension PlansHedgesFinancial Statement TranslationTotal
Nine Months 2017Marketable SecuritiesPension PlansHedgesFinancial Statement TranslationTotal
Beginning$
$(132)$24
$(653)$(761)$
$(132)$24
$(653)$(761)
OCI
(6)(14)85
65
(6)1
(17)227
205
Income taxes
1
4
11
16
2
(1)5
42
48
Reclassifications to:  
Cost of sales
2
5

7

5
7

12
Other expense




Other income1



1
Income taxes
(1)(1)
(2)
(1)(2)
(3)
Net OCI$
$(4)$(6)$96
$86
$(3)$4
$(7)$269
$263
Ending$
$(136)$18
$(557)$(675)$(3)$(128)$17
$(384)$(498)
NOTE 4 - DERIVATIVE INSTRUMENTS
Foreign Currency Hedges
We use operational and economic hedges, foreign currency exchange forward contracts, net investment hedges (both long-term intercompany loans payable and forward exchange contracts) and interest rate derivative instruments to manage the impact of currency exchange and interest rate fluctuations on earnings and cash flow. We do not enter into derivative instruments for speculative purposes. We didhave not changechanged our hedging strategies, accounting practices or objectives from those disclosed in our Annual Report on Form 10-K for 2017.
March 2018DesignatedNon-DesignatedTotal
September 2018DesignatedNon-DesignatedTotal
Gross notional amount$833
$4,353
$5,186
$828
$4,611
$5,439
Maximum term in days 547
 586
Fair value:  
Other current assets$9
$5
$14
$16
$22
$38
Other noncurrent assets1

1
1
1
2
Other current liabilities(8)(71)(79)(3)(15)(18)
Other noncurrent liabilities(1)
(1)
Total fair value$1
$(66)$(65)$14
$8
$22
December 2017DesignatedNon-DesignatedTotal
Gross notional amount$1,104
$4,767
$5,871
Maximum term in days  548
Fair value:   
Other current assets$11
$4
$15
Other noncurrent assets1

1
Other current liabilities(7)(29)(36)
Other noncurrent liabilities(1)
(1)
Total fair value$4
$(25)$(21)
In the threenine months 2018 we terminated our net investment hedges. The amounts related to settled net investment hedges will be subsequently reclassifiedrecognized to interest expenseother income (expense), net when the hedged investment is either sold or substantially liquidated.
We are exposed to credit loss in the event of nonperformance by our counterparties on our outstanding derivative instruments but do not anticipate nonperformance by any of our counterparties. Should a counterparty default, our maximum exposure to loss is the asset balance of the instrument.

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

STRYKER CORPORATION2018 Third Quarter Form 10-Q

Net Currency Exchange Rate Gains (Losses) Gains
Three MonthsThree Months Nine Months
Recorded in:2018201720182017 20182017
Cost of sales$1
$(5)$2
$1
 $4
$(7)
Other income (expense), net(2)
1
(2) (3)(6)
Total$(1)$(5)$3
$(1) $1
$(13)
On March 31,September 30, 2018 and December 31, 2017 pretax gains on derivatives designated as hedges recorded in AOCI that are expected to be reclassified to earnings within 12 months of the balance sheet date were $3are $13 and $7. This reclassification is primarily due to the sale of inventory that includes previously hedged purchases. There were no ineffective portions of derivatives that resulted in gains or losses in any of the periods presented.
Interest Rate Risk
In conjunction with our offering of senior unsecured notes in the threenine months 2018 we terminated cash flow hedges with gross notional amounts of $600 designated as hedges of our interest rates, the impact of which will be recognized over time as a benefit to interest expense within interest expense.other income (expense), net.
We also elected to terminate interest rate swaps with gross notional amounts of $500 designated as fair value hedges of underlying fixed rate obligations representing a portion of our $600 unsecured senior notes due in 2024. The remaining fair value is presented in long-term debt and will be reclassified torecognized in interest expense within other income (expense), net over the term of the debt.
There was no hedge ineffectiveness recorded as a result of these cash flow and fair value hedges in 2018.
NOTE 5 - FAIR VALUE MEASUREMENTS
Our policies for managing risk related to foreign currency, interest rates, credit and markets and our process for determining fair value have not changed from those described in Note 1 Significant Accounting Policies and Note 2 Fair Value Measurements of Notes to Consolidated Financial Statements in our 2017 Annual Report on Form 10-K.10-K for 2017.
There were no significant transfers into or out of any level in 2018.
Assets Measured at Fair ValueAssets Measured at Fair ValueSeptemberDecember
MarchDecember
20182017
Assets Measured at Fair Value20182017
$2,179
$2,542
$1,918
$2,542
Trading marketable securities125
121
130
121
Level 1 - Assets$2,304
$2,663
$2,048
$2,663
Available-for-sale marketable securities:  
Corporate and asset-backed debt securities$113
$125
$53
$125
Foreign government debt securities4
2
112
2
United States agency debt securities28
27
2
27
United States Treasury debt securities74
70
33
70
Certificates of deposit57
27
92
27
Total available-for-sale marketable securities$276
$251
$292
$251
Foreign currency exchange forward contracts15
15
40
15
Interest rate swap asset
49

49
Level 2 - Assets$291
$315
$332
$315
Total assets measured at fair value$2,595
$2,978
$2,380
$2,978

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

STRYKER CORPORATION2018 First Quarter Form 10-Q

Liabilities Measured at Fair ValueLiabilities Measured at Fair ValueSeptemberDecember
MarchDecember
20182017
Liabilities Measured at Fair Value20182017
$125
$121
$130
$121
Level 1 - Liabilities$125
$121
$130
$121
Foreign currency exchange forward contracts$80
$37
$18
$37
Level 2 - Liabilities$80
$37
$18
$37
Contingent consideration:  
Beginning$32
$86
$32
$86
Additions78
3
78
3
Change in estimate
2

2
Settlements(2)(59)(9)(59)
Ending$108
$32
$101
$32
Level 3 - Liabilities$108
$32
$101
$32
Total liabilities measured at fair value$313
$190
$249
$190
Fair Value of Available for Sale Securities by Maturity
March 2018December 2017September 2018December 2017
Due in one year or less$128
$107
$140
$107
Due after one year through three years$148
$144
$152
$144
On March 31,September 30, 2018 and December 31, 2017 the aggregate difference between the cost and fair value of available-for-sale marketable securities was nominal. Interest and marketable securities income was $23and $11 in the three months 2018 and 2017, which was recorded in other income (expense), net.net, was $29 and $15 in the three months and was $79and $38 in the nine months 2018 and 2017.
Our investments in available-for-sale marketable securities had a minimum credit quality rating of A2 (Moody's), A (Standard & Poor's) and A (Fitch). We do not plan to sell the investments, and it is not more likely than not that we will be required to sell the investments before recovery of their amortized cost basis, which may be maturity. We do not consider these investments to be other-than-temporarily impaired on March 31,September 30, 2018. On March 31,September 30, 2018 substantially all our investments with unrealized losses that were not deemed to be other-than-temporarily impaired were nominal and were in a continuous unrealized loss position for less than twelve months, and the losses were nominal.12 months.
Securities in a Continuous Unrealized Loss Position
Number of InvestmentsFair ValueNumber of InvestmentsFair Value
Corporate and asset-backed124$100
116$87
Foreign government12
12
United States agency1728
1424
United States Treasury2574
3986
Certificates of deposit4454
3248
Total211$258
202$247
NOTE 6 - CONTINGENCIES AND COMMITMENTS
We are involved in various ongoing proceedings, legal actions and claims arising in the normal course of business, including proceedings related to product, labor, intellectual property and other matters that are more fully described below. The outcomes of these matters will generally not be known for prolonged periods of time. In certain of the legal proceedings, the claimants seek damages as well as other compensatory and equitable relief that could result in the payment of significant claims and settlements and/or the imposition of injunctions or other equitable relief. For legal matters for which management had sufficient information to reasonably estimate our future obligations, a liability representing management's best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within the range is not known, is recorded. The estimates are based on consultation with legal counsel, previous settlement experience and settlement strategies. If actual outcomes are less favorable than those estimated by management, additional expense may be incurred, which could unfavorably affect future operating results.

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

STRYKER CORPORATION2018 Third Quarter Form 10-Q

We are self-insured for product liability claims and expenses. The ultimate cost to us with respect to product liability claims could be materially different than the amount of the current estimates and accruals and could have a material adverse effect on our financial position, results of operations and cash flows.
In June 2012 we voluntarily recalled our Rejuvenate and ABG II Modular-Neck hip stems and terminated global distribution of these hip products. Product liability lawsuits relating to this voluntary recall have been filed against us. On November 3, 2014 we announced that we had entered into a settlement agreement to compensate eligible United States patients who had revision surgery to replace their Rejuvenate and/or ABG II Modular-Neck hip stem prior to that date and in December 2016 the settlement program was extended to patients who had revision surgery prior to December 19, 2016. We continue to offer support for recall-related care and reimburse patients who are not eligible to enroll in the settlement program for testing and treatment services, including any necessary revision surgeries. In addition, some lawsuits will remain and we will continue to defend against them. Based on the information that has been received, the actuarially determined range of probable loss to resolve this matter globally is currently estimated to be approximately $2,072$2,077 to $2,307$2,318 ($2,3042,309 to $2,539$2,550 before $232 of third-party insurance recoveries). We did not recognizerecognized additional charges to earnings of $4 in the three and nine months 2018, asrepresenting the low endexcess of the minimum of the range ofover the liability was equal to the amount of previously recordedpreviously-recorded reserves. The final outcome of this matter is dependent on many factors that are difficult to predict including the number of enrollees in the settlement program and the total awards to them, the number and costs of patients not eligible for the settlement program who seek testing and treatment services and require revision surgery and the number and actual costs to resolve the remaining lawsuits. Accordingly, the ultimate cost to resolve this entire matter globally may be materially different than the amount of the current estimate and accruals and could have a material adverse effect on our financial position, results of operations and cash flows.
In 2010 we filed a lawsuit in federal court against Zimmer Biomet Holdings, Inc. (Zimmer), alleging that a Zimmer product infringed on three of our patents. In 2013 following a jury trial favorable to us, the trial judge entered a final judgment that, among other things, awarded us damages of $76 and ordered Zimmer to pay us enhanced damages. Zimmer appealed this ruling. In December 2014 the Federal Circuit affirmed the damages awarded to us, reversed the order for enhanced damages and remanded the issue of attorney fees to the trial court. In May 2015 the trial court entered a stipulated judgment that, among other things, required Zimmer to pay us the base amount of damages and interest, while the issues of enhanced damages and attorney fees continue to be pursued. In June 2015 we recorded a $54 gain, net of legal costs, which was recorded within selling, general and administrative expenses. On June 13, 2016 the United States Supreme Court vacated the decision of the Federal Circuit that reversed our judgment for enhanced damages and remanded the case to the Federal Circuit to reconsider the issue. On September 12, 2016 the Federal Circuit issued an opinion that, among other things, remanded the issue of enhanced damages to the trial court. On July 12, 2017 the trial court reaffirmed its award of enhanced damages and entered a judgment of $164 in our favor. On July 24, 2017 Zimmer filed a notice of appeal of this decision.
NOTE 7 - ACQUISITIONS
We acquire stock in companies and various assets that continue to support our capital deployment and product development strategies. In the threenine months 2018 and 2017 cash paid for acquisitions, net of cash acquired, was $704$770 and $9.
$712.

On October 23, 2018 we completed the acquisition of Invuity, Inc. (Invuity) for $7.40 per share, or an aggregate purchase price of approximately $230. Invuity is the leader in advanced photonics and single-use, lighted instruments that deliver enhanced visualization for a wide variety of clinical applications including orthopaedic and spine surgery, general surgery, and women's health procedures, and is a recent entrant into the enhanced energy market. Invuity will be integrated into our Instruments business within MedSurg.
On October 1, 2018 we completed the acquisition of HyperBranch Medical Technology, Inc. (HyperBranch) for an aggregate purchase price of approximately $220. HyperBranch is dedicated to developing medical devices based on its proprietary polymers and cross-linked hydrogels. Its Adherus AutoSpray Dural Sealant product is one of only two FDA-approved dural sealants on the market. HyperBranch will be integrated into our Neurotechnology business within Neurotechnology and Spine.
Dollar amounts are in millions except per share amounts or as otherwise specified.7
In August 2018 we announced a definitive agreement to acquire all the issued and outstanding shares of common stock of K2M Group Holdings, Inc. (K2M) for $27.50 per share, or an aggregate purchase price of approximately $1,400. K2M is a global leader of complex spine and minimally invasive solutions focused on achieving three-dimensional Total Body Balance. We expect the acquisition to close in the fourth quarter 2018, subject to expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, approval of the merger by K2M's stockholders and other customary closing conditions. K2M will be integrated into our Spine business within Neurotechnology and Spine.

STRYKER CORPORATION2018 First Quarter Form 10-Q

In February 2018 we completed the acquisition of Entellus Medical, Inc. (Entellus) for $24.00 per share, or an aggregate purchase price of $697, net of cash acquired. Entellus is focused on delivering superior patient and physician experiences through products designed for the minimally invasive treatment of various ear, nose and throat (ENT) disease states. Entellus is part of theour Neurotechnology business within Neurotechnology and Spine. Goodwill attributable to the acquisition of Entellus is not deductible for tax purposes.
In September 2017 we completed the acquisition of NOVADAQ Technologies Inc. (NOVADAQ) for an aggregate purchase price of $674, net of cash acquired. NOVADAQ is a leading developer of fluorescence imaging technology that provides surgeons with visualization of blood flow in vessels and related tissue perfusion in cardiac, cardiovascular, gastrointestinal, plastic, microsurgical, and reconstructive procedures. NOVADAQ is part of theour Endoscopy business within the MedSurg segment. Goodwill attributable to the acquisition of NOVADAQ is not deductible for tax purposes.
PurchaseThe purchase price allocationsallocation for Entellus is preliminary and NOVADAQ wereis based on preliminary valuations. Our estimates and assumptions that are subject to change within the measurement period. The purchase price allocation for the acquisition of NOVADAQ was completed in the nine months 2018.

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

STRYKER CORPORATION2018 Third Quarter Form 10-Q

Purchase Price Allocation of Acquired Net Assets
 2018 2017
 Entellus NOVADAQ
Tangible assets:   
Accounts receivable$17
 $11
Inventory14
 25
Other assets72
 7
Contingent consideration(78) 
Other liabilities(92) (56)
Intangible assets:   
Customer relationship33
 18
Trade name
 1
Developed technology and patents256
 141
Goodwill475
 527
Purchase price, net of cash acquired$697
 $674
Weighted-average life of intangible assets16
 15
Purchase Price Allocation of Acquired Net Assets
 2018 2017
 Entellus NOVADAQ
Purchase price, net of cash acquired$697
 $674
    
Tangible assets:   
Accounts receivable17
 11
Inventory14
 39
Other assets66
 9
Contingent consideration(78) 
Other liabilities(92) (59)
Intangible assets:   
Customer relationship33
 18
Trade name
 1
Developed technology and patents256
 133
Goodwill481
 522
 $697
 $674
Weighted-average life of intangible assets16
 14
Estimated Amortization Expense
Remainder of 2018Remainder of 20182019202020212022Remainder of 20182019202020212022
$287
$370
$345
$333
$327
105
$384
$349
$338
$331
NOTE 8 - DEBT AND CREDIT FACILITIES
In March 2018 we issued $600 of senior unsecured notes with a coupon of 3.650% due on March 7, 2028 (the notes). Our annual interest expense arising from the issuance of the notes will be reduced by the benefit from the cash flow hedges that were terminated in conjunction with the issuance. Refer to Note 4 to our Consolidated Financial Statements for further information.
In April 2018 we repaid $600 of our senior unsecured notes with a coupon of 1.300%.
Our commercial paper program allows us to have a maximum of $1,500 in commercial paper outstanding with maturities up to 397 days from the date of issuance. The weighted average original maturity of theOn September 30, 2018 there were no amounts outstanding under our commercial paper outstanding on March 31, 2018 was approximately 29 days, and the weighted average annualized interest rate of short-term debt was approximately 2.6%.program.
We have lines of credit issued by various financial institutions that are available to fund our day-to-day operating needs. In August 2018 we extended for an additional two years the maturity date of our $1,500 Credit Agreement, which now matures on August 19, 2023. Certain of our credit facilities require us to comply with financial and other covenants. We were in compliance with all covenants on March 31,September 30, 2018.
Summary of Total DebtSeptember 2018 December 2017
Senior unsecured notes:   
 Rate Due   
 1.300% April 1, 2018$
 $600
 1.800% January 15, 2019500
 499
 2.000% March 8, 2019749
 748
 4.375% January 15, 2020499
 498
 2.625% March 15, 2021747
 746
 3.375% May 15, 2024584
 598
 3.375% November 1, 2025746
 745
 3.500% March 15, 2026989
 988
 3.650% March 7, 2028595
 
 4.100% April 1, 2043391
 391
 4.375% May 15, 2044395
 394
 4.625% March 15, 2046980
 980
Other28
 35
Total debt$7,203
 $7,222
Less current maturities of debt1,275
 632
Total long-term debt$5,928
 $6,590
    
Unamortized debt issuance costs$39
 $39
Available borrowing capacity$1,553
 $1,547
Fair value of senior unsecured notes$7,118
 $7,521
 
Summary of Total DebtMarch 2018December 2017
Senior unsecured notes:  
 Rate Due  
 1.300% April 1, 2018$600
$600
 1.800% January 15, 2019499
499
 2.000% March 8, 2019748
748
 4.375% January 15, 2020498
498
 2.625% March 15, 2021746
746
 3.375% May 15, 2024582
598
 3.375% November 1, 2025745
745
 3.500% March 15, 2026988
988
 3.650% March 7, 2028595

 4.100% April 1, 2043391
391
 4.375% May 15, 2044395
394
 4.625% March 15, 2046980
980
Commercial paper100

Other37
35
Total debt$7,904
$7,222
Less current maturities of debt1,984
632
Total long-term debt$5,920
$6,590
   
Unamortized debt issuance costs$42
$39
Available borrowing capacity$1,547
$1,547
Fair value of senior unsecured notes$7,893
$7,521
In April 2018 we repaid $600 of our senior unsecured notes with a coupon of 1.300%. This amount is presented in Current maturities of debt in our Consolidated Balance Sheets as of March 31, 2018.
The fair value of the senior unsecured notes was estimated using quoted interest rates, maturities and amounts of borrowings based on quoted active market prices and yields that considered the underlying terms of the debt instruments. Substantially all our debt is classified within Level 2 of the fair value hierarchy.
NOTE 9 - INCOME TAXES
Our effective tax rates were 18.3%(10.5)% and 11.1%7.9% in the three months 2018 and 2017. The decrease in the effective tax rate was primarily due to adjustments related to the Tax Cuts and Jobs Act (the Act) of 2017.
Our effective tax rates were 12.6% and 10.3% in the nine months 2018 and 2017. The increase in the effective income tax rates in the three months 2018 israte was primarily due to adjustments related to the Act and restructuring-related activities to integrate recent acquisitions and the effects of the Tax Cuts and Jobs Act of 2017.acquisitions.
In December 2017 we recorded a provisional transition tax charge and a change in deferred tax accounts associated with the Tax CutsAct. Subsequent to the Act being signed into legislation, the Securities and Jobs Act of 2017. TheseExchange Commission issued Staff Accounting Bulletin No. 118 to provide guidance that allows provisional amounts willassociated with the Act to be finalizedupdated during a measurement period ending December 22, 2018. Our accounting for the impact of the Act is not complete and the final impact of the Act may differ from our estimates due to changes in 2018.interpretation of the Act, additional legislative action, or guidance issued by tax authorities or regulatory bodies.
NOTE 10 - SEGMENT INFORMATION
Three MonthsThree Months Nine Months
2018201720182017 20182017
Orthopaedics$1,216
$1,135
$1,171
$1,132
 $3,615
$3,408
MedSurg1,427
1,305
1,443
1,336
 4,325
3,977
Neurotechnology and Spine598
515
628
538
 1,865
1,588
Net sales$3,241
$2,955
$3,242
$3,006
 $9,805
$8,973
Orthopaedics$429
$393
$397
$390
 $1,263
$1,178
MedSurg301
284
341
272
 968
841
Neurotechnology and Spine178
139
173
157
 532
446
Segment operating income$908
$816
$911
$819
 $2,763
$2,465
Items not allocated to segments:    
Corporate and other(99)(99)(104)(89) (291)(265)
Acquisition and integration-related charges(17)(9)(8)(11) (49)(29)
Amortization of purchased intangible assets(102)(88)(112)(92) (324)(275)
Restructuring-related and other charges(63)(38)(39)(36) (124)(119)
European Medical Devices Regulation(2)
 (5)
Rejuvenate and other recall-related matters(4)(26)(4)(66) (10)(164)
Regulatory and legal matters(32)
(66)
 (121)(30)
Consolidated operating income$591
$556
$576
$525
 $1,839
$1,583
There were no significant changes to total assets by segment from information provided in our Annual Report on Form 10-K for 2017.

Dollar amounts are in millions except per share amounts or as otherwise specified.89

STRYKER CORPORATION 2018 FirstThird Quarter Form 10-Q

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ABOUT STRYKER
Stryker Corporation ("we" or "our") is one of the world's leading medical technology companies and, together with our customers, we are driven to make healthcare better. We offer innovative products and services in Orthopaedics, Medical and Surgical, and Neurotechnology and Spine that help improve patient and hospital outcomes.
We segregate our operations into three reportable business segments: Orthopaedics, MedSurg, and Neurotechnology and Spine. Orthopaedics products consist primarily of implants used in hip and knee joint replacements and trauma and extremities surgeries. MedSurg products include surgical equipment and surgical navigation systems (Instruments), endoscopic and communications systems (Endoscopy), patient handling, and emergency medical equipment and intensive care disposable products (Medical), reprocessed and remanufactured medical devices (Sustainability) and other medical device products used in a variety of medical specialties. Neurotechnology and Spine products include neurosurgical, neurovascular and spinal implant devices.
Overview of the Three and Nine Months
In the three months 2018 we achieved sales growth of 9.7%7.9%. Excluding the impact of acquisitions and the adoption of Accounting Standards Update 2014-09, Revenue From Contracts with Customers, as well as related amendments (ASC 606), sales grew 7.0%7.9% in constant currency. We reported operating income margin of 18.2%17.8% in the three months 2018, net earnings of $443$590 and net earnings per diluted share of $1.16.$1.55. Excluding the impact of certain items, we expanded adjusted operating income margin 60 basis points to 24.9%, with adjusted net earnings(1) of $643 and growth of 11.2% in adjusted net earnings per diluted share(1).
In the nine months 2018 we achieved sales growth of 9.3%. Excluding the impact of acquisitions and the adoption of ASC 606, sales grew 7.6% in constant currency. We reported operating income margin of 18.8% in the nine months 2018, net earnings of $1,485 and net earnings per diluted share of $3.90. Excluding the impact of certain items, we expanded adjusted operating income margin 70 basis points to 25.0%25.2%, with adjusted net earnings(1) of $638$1,951 and growth of 13.5%13.2% in adjusted net earnings per diluted share(1).
Recent Developments
In August 2018 we announced a definitive agreement to acquire all the issued and outstanding shares of common stock of K2M Group Holdings, Inc. (K2M) for $27.50 per share, or an aggregate purchase price of approximately $1,400. K2M is a global leader of complex spine and minimally invasive solutions focused on achieving three-dimensional Total Body Balance. We expect the acquisition to close in the fourth quarter 2018, subject to expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, approval of the merger by K2M's stockholders and other customary closing conditions. K2M will be integrated into our Spine business within Neurotechnology and Spine.
In March 2018 we issued $600 of senior unsecured notes with a coupon of 3.650% due on March 7, 2028. In April 2018 we repaid $600 of our senior unsecured notes with a coupon of 1.300%. Refer to Note 8 to our Consolidated Financial Statements for further information.
In February 2018 we completed the acquisition of Entellus Medical, Inc. (Entellus) for $24.00 per share, or an aggregate purchase price of $697, net of cash acquired. Entellus is focused on delivering superior patient and physician experiences through products designed for the minimally invasive treatment of various ear, nose and throat (ENT) disease states. Entellus is part of theour Neurotechnology business within the Neurotechnology and Spine segment. Refer to Note 7 to our Consolidated Financial Statements for further information.
 
(1) Refer to "Non-GAAP Financial Measures" for a discussion of non-GAAP financial measures used in this report and a reconciliation to the most directly comparable GAAP financial measure.
RESULTS OF OPERATIONS
 Three Months
   Percent Net SalesPercentage
 2018201720182017Change
Net sales$3,241
$2,955
100.0 %100.0 %9.7 %
Gross profit2,137
1,964
65.9
66.5
8.8
Research, development and engineering expenses204
192
6.3
6.5
6.3
Selling, general and administrative expenses1,236
1,102
38.1
37.3
12.2
Recall charges4
26
0.1
0.9
(84.6)
Amortization of intangible assets102
88
3.1
3.0
15.9
Other income (expense), net(49)(57)(1.5)(1.9)(14.0)
Income taxes99
55
  80.0
Net earnings$443
$444
13.7 %15.0 %(0.2)%
      
Net earnings per diluted share$1.16
$1.17
  (0.9)%
Adjusted net earnings per diluted share(1)
$1.68
$1.48
  13.5 %
Geographic and Segment Net SalesThree Months
   Percentage Change
 20182017As ReportedConstant
Currency
Geographic:    
United States$2,314
$2,164
6.9%6.9%
International927
791
17.2
7.7
Total$3,241
$2,955
9.7%7.2%
Segment:    
Orthopaedics$1,216
$1,135
7.1%4.2%
MedSurg1,427
1,305
9.3
7.5
Neurotechnology and Spine598
515
16.1
12.9
Total$3,241
$2,955
9.7%7.2%
 Three Months Nine Months
   Percent Net SalesPercentage   Percent Net SalesPercentage
 2018201720182017Change 2018201720182017Change
Net sales$3,242
$3,006
100.0 %100.0 %7.9 % $9,805
$8,973
100.0 %100.0 %9.3 %
Gross profit2,155
1,984
66.5
66.0
8.6
 6,482
5,939
66.1
66.2
9.1
Research, development and engineering expenses221
198
6.8
6.6
11.6
 641
582
6.5
6.5
10.1
Selling, general and administrative expenses1,242
1,103
38.3
36.7
12.6
 3,668
3,335
37.4
37.2
10.0
Recall charges4
66
0.1
2.2
(93.9) 10
164
0.1
1.8
(93.9)
Amortization of intangible assets112
92
3.5
3.1
21.7
 324
275
3.3
3.1
17.8
Other income (expense), net(42)(54)(1.3)(1.8)(22.2) (140)(169)(1.4)(1.9)(17.2)
Income taxes(56)37
  (251.4) 214
145
  47.6
Net earnings$590
$434
18.2 %14.4 %35.9 % $1,485
$1,269
15.1 %14.1 %17.0 %
            
Net earnings per diluted share$1.55
$1.14
  36.0 % $3.90
$3.34
  16.8 %
Adjusted net earnings per diluted share(1)
$1.69
$1.52
  11.2 % $5.13
$4.53
  13.2 %

Dollar amounts are in millions except per share amounts or as otherwise specified.910

STRYKER CORPORATION 2018 FirstThird Quarter Form 10-Q

Supplemental Net Sales Growth Information

Three Months
  Percentage Change
    United StatesInternational
 20182017As ReportedConstant CurrencyAs ReportedAs ReportedConstant Currency
Orthopaedics:       
Knees$419
$391
7.2 %4.6 %5.2 %12.4 %3.3 %
Hips331
320
3.4
0.5
0.5
8.6
0.2
Trauma and Extremities389
352
10.5
6.7
7.5
16.1
4.9
Other77
72
6.9
6.7
10.5
(6.7)(12.2)

$1,216
$1,135
7.1 %4.2 %5.0 %11.7 %2.2 %
MedSurg:       
Instruments$412
$394
4.6 %2.6 %2.6 %11.6 %2.1 %
Endoscopy444
373
19.0
17.1
19.5
17.3
9.3
Medical511
475
7.6
5.6
3.0
23.8
14.8
Sustainability60
63
(4.8)(4.7)(4.8)10.0
5.0

$1,427
$1,305
9.3 %7.5 %7.1 %18.0 %9.1 %
Neurotechnology and Spine:       
Neurotechnology$410
$331
23.9 %20.1 %19.1 %32.8 %22.2 %
Spine188
184
2.2
(0.2)(2.1)16.3
6.1

$598
$515
16.1 %12.9 %10.7 %28.3 %17.8 %
Total$3,241
$2,955
9.7 %7.2 %6.9 %17.2 %7.7 %
Geographic and Segment Net SalesThree Months Nine Months
   Percentage Change   Percentage Change
 20182017As ReportedConstant
Currency
 20182017As ReportedConstant
Currency
Geographic:         
United States$2,381
$2,182
9.1%9.1% $7,080
$6,546
8.2%8.2%
International861
824
4.5
7.8
 2,725
2,427
12.3
8.9
Total$3,242
$3,006
7.9%8.8% $9,805
$8,973
9.3%8.4%
Segment:         
Orthopaedics$1,171
$1,132
3.4%4.5% $3,615
$3,408
6.1%5.0%
MedSurg1,443
1,336
8.0
8.8
 4,325
3,977
8.8
8.2
Neurotechnology and Spine628
538
16.7
17.7
 1,865
1,588
17.4
16.2
Total$3,242
$3,006
7.9%8.8% $9,805
$8,973
9.3%8.4%
Supplemental Net Sales Growth Information        
 Three Months Nine Months
  Percentage Change  Percentage Change
    United StatesInternational    United StatesInternational
 20182017As ReportedConstant CurrencyAs ReportedAs ReportedConstant Currency 20182017As ReportedConstant CurrencyAs ReportedAs ReportedConstant Currency
Orthopaedics:               
Knees$395
$369
7.0%8.3%7.8 %5.1 %9.2 % $1,236
$1,149
7.6 %6.7 %6.9 %9.3%6.2%
Hips316
313
1.0
2.2
2.1
(0.8)2.5
 983
955
2.9
1.9
1.5
5.4
2.4
Trauma and Extremities376
367
2.5
3.2
2.1
3.1
5.1
 1,152
1,070
7.7
6.0
5.2
12.2
7.5
Other84
83
1.2
2.7
(1.5)13.3
19.1
 244
234
4.3
3.9
4.2
4.5
4.1

$1,171
$1,132
3.4%4.5%3.8 %2.8 %6.0 % $3,615
$3,408
6.1 %5.0 %4.8 %8.8%5.4%
MedSurg:               
Instruments$442
$404
9.4%10.0%11.4 %2.3 %4.2 % $1,292
$1,190
8.6 %7.8 %8.6 %8.4%4.9%
Endoscopy443
404
9.7
10.8
9.5
10.2
15.0
 1,335
1,183
12.8
12.4
13.2
11.7
9.3
Medical492
464
6.0
6.8
10.1
(8.3)(4.4) 1,508
1,413
6.7
6.1
5.4
11.5
8.5
Sustainability66
64
3.1
3.9
4.8

15.0
 190
191
(0.5)(0.6)(0.5)
15.7

$1,443
$1,336
8.0%8.8%10.0 %0.7 %4.3 % $4,325
$3,977
8.8 %8.2 %8.3 %10.6%7.6%
Neurotechnology and Spine:              
Neurotechnology$435
$353
23.2%24.1%27.9 %14.5 %18.1 % $1,282
$1,036
23.7 %22.3 %24.2 %22.9%18.9%
Spine193
185
4.3
5.5
2.2
13.0
15.8
 583
552
5.6
4.8
0.7
21.4
17.5

$628
$538
16.7%17.7%18.0 %14.1 %17.5 % $1,865
$1,588
17.4 %16.2 %15.1 %22.5%18.6%
Total$3,242
$3,006
7.9%8.8%9.1 %4.5 %7.8 % $9,805
$8,973
9.3 %8.4 %8.2 %12.3%8.9%
 
Consolidated Net Sales
Consolidated net sales increased 9.7%7.9% in the three months 2018 as reported and 7.2%8.8% in constant currency, as foreign currency exchange rates positivelynegatively impacted net sales by 2.5%0.9%. Excluding the 1.2%1.8% impact of acquisitions and 1.0%0.9% negative impact from adoption of a new revenue recognition standard, net sales in constant currency increased by 8.6%9.5% from increased unit volume partially offset by 1.6% due to lower prices. The unit volume increase was primarily due to higher shipments of neurotechnology, endoscopy, trauma and extremities,instruments, knee, medical and kneeendoscopy products.
Orthopaedics Net Sales
OrthopaedicsConsolidated net sales increased 7.1%9.3% in the threenine months 2018 as reported and 4.2%8.4% in constant currency, as foreign currency exchange rates positively impacted net sales by 2.9%0.9%. Excluding the 0.5%1.8% impact of acquisitions and 1.0% negative impact from adoption of a new revenue recognition standard, net sales in constant currency increased by 6.9%9.0% from increased unit volume partially offset by 2.2%1.4% due to lower prices. The unit volume increase was primarily due to higher shipments of neurotechnology, medical, instruments, knee, endoscopy and trauma and extremities knee, and reconstructive capital products.
 
MedSurgOrthopaedics Net Sales
MedSurgOrthopaedics net sales increased 9.3%3.4% in the three months 2018 as reported and 7.5%4.5% in constant currency, as foreign currency exchange rates positivelynegatively impacted net sales by 1.8%1.1%. Excluding the 1.3% impact of acquisitions and 1.6%0.6% negative impact from adoption of a new revenue recognition standard, net sales in constant currency increased by 8.3%7.6% from unit volume partially offset by 2.6% due to lower prices. The unit volume increase was primarily due to higher shipments of knee and trauma and extremities products.
Orthopaedics net sales increased 6.1% in the nine months 2018 as reported and 5.0% in constant currency, as foreign currency exchange rates positively impacted net sales by 1.1%. Excluding the 0.5% negative impact from adoption of a new revenue recognition standard, net sales in constant currency increased by 7.8% from unit volume partially offset by 2.4% due to lower prices. The unit volume increase was primarily due to higher shipments of knee and trauma and extremities products.

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

STRYKER CORPORATION2018 Third Quarter Form 10-Q

MedSurg Net Sales
MedSurg net sales increased 8.0% in the three months 2018 as reported and 8.8% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.8%. Excluding the 1.5% impact of acquisitions and 1.5% negative impact from adoption of a new revenue recognition standard, net sales in constant currency increased by 9.5% from unit volume partially offset by 0.7% due to lower prices. The unit volume increase was primarily due to higher shipments of instruments, medical and endoscopy products.
MedSurg net sales increased 8.8% in the nine months 2018 as reported and 8.2% in constant currency, as foreign currency exchange rates positively impacted net sales by 0.6%. Excluding the 1.8% impact of acquisitions and 1.6% negative impact from adoption of a new revenue recognition standard, net sales in constant currency increased by 8.5% from unit volume partially offset by 0.5% due to lower prices. The unit volume increase was primarily due to higher shipments of medical, instruments and endoscopy medical and instrument products.
Neurotechnology and Spine Net Sales
Neurotechnology and Spine net sales increased 16.1%16.7% in the three months 2018 as reported and 12.9%17.7% in constant currency, as foreign currency exchange rates positivelynegatively impacted net sales by 3.2%1.0%. Excluding the 3.4%6.5% impact of acquisitions and 0.6%0.7% negative impact from adoption of a new revenue recognition standard, net sales in constant currency increased by 13.1%13.5% from increased unit volume partially offset by 3.0%1.6% due to lower prices. The unit volume increase was primarily due to higher shipments of neurotechnology products.
Neurotechnology and Spine net sales increased 17.4% in the nine months 2018 as reported and 16.2% in constant currency, as foreign currency exchange rates positively impacted net sales by 1.2%. Excluding the 5.4% impact of acquisitions and 0.7% negative impact from adoption of a new revenue recognition standard, net sales in constant currency increased by 13.0% from unit volume partially offset by 1.5% due to lower prices. The unit volume increase was primarily due to higher shipments of neurotechnology products.
 
We adopted Accounting Standards Update 2014-09, Revenue From Contracts with Customers, as well as related amendments (ASC 606), issued by the Financial Accounting Standards Board on a modified retrospective basis, effective January 1, 2018. Refer to Note 1 Basis of Presentation and Note 2 Revenue Recognition to our Consolidated Financial Statements for further information.
The following sales growth data and subsequent analysis have been presented to supplement our discussion and analysis of net sales by quantifying and excluding the impact of the adoption of ASC 606 for our businesses, which related primarily to the reclassification of certain costs previously presented as selling, general and administrative expenses to net sales.
The impact of adopting ASC 606 is expected to continue to have an impact on net sales in 2018. The impact to the twelve12 months 2017 if ASC 606 was adopted would have resulted in a reduction to net sales of approximately $112 ($28 per quarter).
 Three Months
     Percentage Change Excluding ASC 606 Impact
  Percentage Change   International
 20182017As ReportedExcluding ASC 606 Impact Constant CurrencyUnited StatesExcluding ASC 606 ImpactConstant Currency
Orthopaedics:         
Knees$395
$369
7.0%7.7% 8.7%8.4 %5.7 %9.6 %
Hips316
313
1.0
1.2
 2.5
2.4
(0.6)2.8
Trauma and Extremities376
367
2.5
3.2
 4.0
3.2
3.1
5.5
Other84
83
1.2
1.6
 2.7
(0.9)13.1
19.3
 $1,171
$1,132
3.4%4.0% 5.0%4.4 %3.0 %6.3 %
MedSurg:         
Instruments$442
$404
9.4%10.7% 11.6%13.7 %0.3 %4.3 %
Endoscopy443
404
9.7
10.8
 11.9
11.0
10.4
15.2
Medical492
464
6.0
7.5
 8.5
12.4
(8.1)(4.2)
Sustainability66
64
3.1
7.0
 7.0
7.0
10.9
15.0
 $1,443
$1,336
8.0%9.5% 10.4%12.0 %0.2 %4.5 %
Neurotechnology and Spine:         
Neurotechnology$435
$353
23.2%23.8% 24.8%28.7 %15.4 %18.2 %
Spine193
185
4.3
5.2
 5.9
2.4
13.4
16.5
 $628
$538
16.7%17.4% 18.3%18.6 %14.9 %17.8 %
Total$3,242
$3,006
7.9%8.8% 9.8%10.4 %4.6 %8.1 %

Dollar amounts are in millions except per share amounts or as otherwise specified.1012

STRYKER CORPORATION 2018 FirstThird Quarter Form 10-Q

Three MonthsNine Months
   Percentage Change Excluding ASC 606 Impact   Percentage Change Excluding ASC 606 Impact
 Percentage Change  International Percentage Change  International
20182017As ReportedExcluding ASC 606 Impact Constant CurrencyUnited StatesExcluding ASC 606 ImpactConstant Currency20182017As ReportedExcluding ASC 606 Impact Constant CurrencyUnited StatesExcluding ASC 606 ImpactConstant Currency
Orthopaedics:        
Knees$419
$391
7.2 %7.4 % 5.0 %5.5 %12.5 %3.7 %$1,236
$1,149
7.6 %8.0% 7.1%7.3%9.8%6.6%
Hips331
320
3.4
3.8
 0.7
0.9
8.7
0.4
983
955
2.9
3.3
 2.2
1.9
5.5
2.6
Trauma and Extremities389
352
10.5
11.5
 7.6
9.0
16.0
5.3
1,152
1,070
7.7
8.5
 6.9
6.3
12.5
8.0
Other77
72
6.9
8.1
 6.7
11.9
(6.1)(12.2)244
234
4.3
4.2
 3.9
3.9
5.4
4.2
$1,216
$1,135
7.1 %7.7 % 4.7 %5.8 %11.7 %2.6 %$3,615
$3,408
6.1 %6.6% 5.4%5.3%9.2%5.7%
MedSurg:        
Instruments$412
$394
4.6 %6.2 % 4.1 %4.7 %11.4 %2.3 %$1,292
$1,190
8.6 %10.2% 9.5%10.8%8.0%5.0%
Endoscopy444
373
19.0
20.7
 18.7
21.4
18.3
9.5
1,335
1,183
12.8
14.2
 13.6
14.8
11.8
9.5
Medical511
475
7.6
9.2
 7.2
4.8
24.3
14.8
1,508
1,413
6.7
8.3
 7.7
7.4
11.5
8.7
Sustainability60
63
(4.8)(1.6) (1.6)(1.7)10.0
5.0
190
191
(0.5)2.5
 2.5
2.4
17.3
15.7
$1,427
$1,305
9.3 %11.1 % 9.1 %9.1 %18.4 %9.3 %$4,325
$3,977
8.8 %10.4% 9.8%10.3%10.5%7.8%
Neurotechnology and Spine:          
Neurotechnology$410
$331
23.9 %24.6 % 20.8 %20.0 %33.1 %22.3 %$1,282
$1,036
23.7 %24.5% 23.0%25.3%23.1%19.1%
Spine188
184
2.2
2.5
 0.3
(1.9)16.9
7.1
583
552
5.6
6.1
 5.2
1.1
22.1
18.2
$598
$515
16.1 %16.7 % 13.5 %11.3 %28.8 %18.2 %$1,865
$1,588
17.4 %18.1% 16.8%15.8%22.9%18.9%
Total$3,241
$2,955
9.7 %10.7 % 8.2 %8.3 %17.4 %8.0 %$9,805
$8,973
9.3 %10.3% 9.4%9.4%12.5%9.1%
 
Consolidated Net Sales (Excluding ASC 606 Impact)
Consolidated net sales increased 10.7%8.8% in the three months 2018 and 8.2%9.8% in constant currency, as foreign currency exchange rates positivelynegatively impacted net sales by 2.5%1.0%. Excluding the 1.2%1.9% impact of acquisitions net sales in constant currency increased by 8.6%9.5% from increased unit volume partially offset by 1.6% due to lower prices. The unit volume increase was primarily due to higher shipments of neurotechnology, instruments, knee, medical and endoscopy products.
Consolidated net sales increased 10.3% in the nine months 2018 and 9.4% in constant currency, as foreign currency exchange rates positively impacted net sales by 0.9%. Excluding the 1.8% impact of acquisitions net sales in constant currency increased by 9.0% from unit volume partially offset by 1.4% due to lower prices. The unit volume increase was primarily due to higher shipments of neurotechnology, medical, instruments, knee, endoscopy and trauma and extremities medical, and knee products.
Orthopaedics Net Sales (Excluding ASC 606 Impact)
Orthopaedics net sales increased 7.7%4.0% in the three months 2018 and 4.7%5.0% in constant currency, as foreign currency exchange rates positivelynegatively impacted net sales by 3.0%1.0%. Net sales in constant currency increased by 6.9%7.6% from increased unit volume partially offset by 2.2%2.6% due to lower prices. The unit volume increase was primarily due to higher shipments of knee and trauma and extremities products.
Orthopaedics net sales increased 6.6% in the nine months 2018 and 5.4% in constant currency, as foreign currency exchange rates positively impacted net sales by 1.2%. Net sales in constant currency increased by 7.8% from unit volume partially offset by 2.4% due to lower prices. The unit volume increase was primarily due to higher shipments of knee and reconstructive capitaltrauma and extremities products.
MedSurg Net Sales (Excluding ASC 606 Impact)
MedSurg net sales increased 11.1%9.5% in the three months 2018 and 9.1%10.4% in constant currency, as foreign currency exchange rates positivelynegatively impacted net sales by 2.0%0.9%. Excluding the 1.3%1.6% impact of acquisitions net sales in constant currency increased by 8.3%9.5% from unit volume partially offset by 0.7% due to lower prices. The unit volume increase was primarily due to higher shipments of instruments, medical and endoscopy products.
MedSurg net sales increased 10.4% in the nine months 2018 and 9.8% in constant currency, as foreign currency exchange rates
positively impacted net sales by 0.6%. Excluding the 1.8% impact of acquisitions net sales in constant currency increased by 8.5% from unit volume partially offset by 0.5% due to lower prices. The unit volume increase was primarily due to higher shipments of endoscopy, medical, instruments and instrumentendoscopy products.
Neurotechnology and Spine Net Sales (Excluding ASC 606 Impact)
Neurotechnology and Spine net sales increased 16.7%17.4% in the three months 2018 and 18.3% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.9%. Excluding the 6.4% impact of acquisitions net sales in constant currency increased by 13.5% from unit volume partially offset by 1.6% due to lower prices. The unit volume increase was primarily due to higher shipments of neurotechnology products.
Neurotechnology and Spine net sales increased 18.1% in the nine months 2018 and 16.8% in constant currency, as foreign currency exchange rates positively impacted net sales by 3.2%1.3%. Excluding the 3.4%5.3% impact of acquisitions net sales in constant currency increased by 13.1%13.0% from increased unit volume partially offset by 3.0%1.5% due to lower prices. The unit volume increase was primarily due to higher shipments of neurotechnology products.
Gross Profit
Gross profit as a percentage of sales in the three months 2018 increased to 66.5% from 66.0% in 2017. Excluding the impact of the items noted below, gross profit increased to 66.3% of sales in the three months 2018 from 66.1% in 2017 primarily due to the impact of adopting ASC 606, partially offset by lower inventory step-up related to recent acquisitions.
Gross profit as a percentage of sales in the nine months 2018 decreased to 65.9%66.1% from 66.5%66.2% in 2017. Excluding the impact of the items noted below, gross profit decreased to 66.3%66.2% of sales in the threenine months 2018 from 66.6%66.3% in 2017 primarily due to lower
selling prices, and product mix, partially offset by the impact of adopting ASC 606.
  Percent Net Sales
Three Months2018201720182017
Reported$2,155
$1,984
66.5 %66.0%
Inventory stepped-up to fair value(11)2
(0.3)0.1
Restructuring-related and other charges4
1
0.1

Adjusted$2,148
$1,987
66.3 %66.1%
  Percent Net Sales
Three Months2018201720182017
Reported$2,137
$1,964
65.9%66.5%
Inventory stepped-up to fair value6
(1)0.2

Restructuring-related and other charges
5
5
0.2
0.1
European Medical Devices Regulation
1



Adjusted$2,149
$1,968
66.3%66.6%

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

STRYKER CORPORATION2018 Third Quarter Form 10-Q

  Percent Net Sales
Nine Months2018201720182017
Reported$6,482
$5,939
66.1%66.2%
Inventory stepped-up to fair value
2


Restructuring-related and other charges9
12
0.1
0.1
European Medical Devices Regulation1



Adjusted$6,492
$5,953
66.2%66.3%
Research, Development and Engineering Expenses
Research, development and engineering expenses increased $12$23 or 6.3%11.6% to 6.3%6.8% of sales in the three months 2018 from 6.6% in 2017. In the nine months 2018 fromthese expenses increased $59 or 10.1% to 6.5% inof sales, which was flat relative to 2017. Projects to develop new products, investments in new technologies and recent acquisitions contributed to the increased spending levels.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $134$139 or 12.2%12.6% in the three months 2018 and increased as a percentage of sales to 38.1%38.3% from 37.3%36.7% in 2017. Excluding the impact of the items noted below, expenses decreased to 35.0%34.6% of sales in the three months 2018 from 35.8%35.2% in 2017, primarily due to leverage from higher sales volumes, continued focus on our operating expense improvement initiatives and the favorable impact from the adoption of ASC 606 and continued focus on our operating expense improvement initiatives, partially offset by the negativeleverage from recent acquisitions.
Selling, general and administrative expenses increased $333 or 10.0% in the nine months 2018 and increased as a percentage of sales to 37.4% from 37.2% in 2017. Excluding the impact of the items noted below, expenses decreased to 34.5% of sales in 2018 from 35.3% in 2017, primarily due to leverage from higher sales volumes, the favorable impact from the adoption of ASC 606 and continued focus on our operating expense improvement initiatives, partially offset by the leverage from recent acquisitions.
  Percent Net Sales
Three Months2018201720182017
Reported$1,236
$1,102
38.1 %37.3 %
Other acquisition and integration-related(11)(10)(0.3)(0.3)
Restructuring-related and other charges
(58)(33)(1.8)(1.2)
Regulatory and legal matters
(32)
(1.1)
Adjusted$1,135
$1,059
35.0 %35.8 %

  Percent Net Sales
Three Months2018201720182017
Reported$1,242
$1,103
38.3 %36.7 %
Other acquisition and integration-related(19)(9)(0.6)(0.3)
Restructuring-related and other charges(35)(35)(1.1)(1.2)
Regulatory and legal matters(66)
(2.0)
Adjusted$1,122
$1,059
34.6 %35.2 %
  Percent Net Sales
Nine Months2018201720182017
Reported$3,668
$3,335
37.4 %37.2 %
Other acquisition and integration-related(49)(27)(0.5)(0.3)
Restructuring-related and other charges(115)(107)(1.2)(1.2)
Regulatory and legal matters(121)(30)(1.2)(0.4)
Adjusted$3,383
$3,171
34.5 %35.3 %
Dollar amounts are in millions except per share amounts or as otherwise specified.11

STRYKER CORPORATION2018 First Quarter Form 10-Q

Recall Charges
Recall charges were $4 and $26$66 in the three months and were $10 and $164 in the nine months 2018 and 2017. The decrease in charges were primarily due to the absence of adjustments to the liability for the Rejuvenate and ABG II Modular-Neck hip stems voluntary recalls in 2018. Refer to Note 6 to our Consolidated Financial Statements for further information.
Amortization of Intangible Assets
Amortization of intangible assets was $102$112 and $88$92 in the three months and was $324 and $275 in the nine months 2018 and 2017. The increase in 2018 was primarily due to our recent acquisitions. Refer to Note 7 to our Consolidated Financial Statements for further
information.
Operating Income
Operating Income increased $35$51 or 15.9%9.7% to 18.2%17.8% of net sales in the three months 2018 from 18.8%17.5% in 2017. Excluding the impact of the items noted below, operating income increased to 25.0%24.9% of sales in the three months 2018 from 24.3% in 2017 primarily due to the benefit from higher sales volumes and a 20 basis point favorable leverageimpact from acquisitionsthe adoption of ASC 606, partially offset by lower selling prices.
Operating Income increased $256 or 16.2% to 18.8% of net sales in the nine months 2018 from 17.6% in 2017. Excluding the impact of the items noted below, operating income increased to 25.2% of sales in 2018 from 24.5% in 2017 primarily due to the benefit from higher sales volumes and a 20 basis point favorable impact from the adoption of ASC 606, partially offset by lower selling prices.
 Percent Net Sales Percent Net Sales
Three Months20182017201820172018201720182017
Reported$591
$556
18.2%18.8%$576
$525
17.8 %17.5%
Inventory stepped-up to fair value6
(1)0.2

(11)2
(0.3)0.1
Other acquisition and integration-related11
10
0.4
0.3
19
9
0.6
0.3
Amortization of purchased intangible assets102
88
3.2
3.0
112
92
3.4
3.0
Restructuring-related and other charges
63
38
1.9
1.3
39
36
1.2
1.2
European Medical Devices Regulation
1



2

0.1

Rejuvenate and other recall-related matters4
26
0.1
0.9
4
66
0.1
2.2
Regulatory and legal matters32

1.0

66

2.0

Adjusted$810
$717
25.0%24.3%$807
$730
24.9 %24.3%
  Percent Net Sales
Nine Months2018201720182017
Reported$1,839
$1,583
18.8%17.6%
Inventory stepped-up to fair value
2


Other acquisition and integration-related49
27
0.5
0.3
Amortization of purchased intangible assets324
275
3.3
3.1
Restructuring-related and other charges124
119
1.3
1.3
European Medical Devices Regulation5



Rejuvenate and other recall-related matters10
164
0.1
1.8
Regulatory and legal matters121
30
1.2
0.4
Adjusted$2,472
$2,200
25.2%24.5%
Other Income (Expense), Net
Other income (expense), net was ($49)42) and ($57)54) in the three months and was ($140) and ($169) in the nine months 2018 and 2017. The decrease in 2018 was primarily due to an increase in interest income due to higher interest rates partially offset by higher interest expense.expense due to higher interest rates and slightly higher debt outstanding.
Income Taxes
The effective incometax rates were (10.5)% and 7.9% in the three months 2018 and 2017. The decrease in the effective tax rate on earnings was 18.3% and 11.1% in the three2018 was primarily due to adjustments related to the Tax Cuts and Jobs Act (the Act) of 2017.
The effective tax rates were 12.6% and 10.3% in the nine months 2018 and 2017. The increase in the effective income tax rate in the three months 2018 is primarilywas due to adjustments related to the Act and restructuring-related activities to integrate recent acquisitions and the effects of the Tax Cuts and Jobs Act of 2017.acquisitions.
Net Earnings
Net earnings decreasedincreased to $443$590 or $1.16$1.55 per diluted share in the three months 2018 from $444$434 or $1.17$1.14 per diluted share in 2017. Adjusted net earnings per diluted share(1) per diluted share increased 13.5%11.2% to $1.68$1.69 in the three months 2018 from $1.48$1.52 in 2017. The impact of foreign currency exchange rates on net earnings per diluted share was an increase of $0.02neutral in 2018 and reduced net earnings per diluted share by approximately $0.01 in 2017.

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

STRYKER CORPORATION2018 Third Quarter Form 10-Q

Net earnings increased to $1,485 or $3.90 per diluted share in the threenine months 2018 from $1,269 or $3.34 per diluted share in 2017. Adjusted net earnings per diluted share(1) increased 13.2% to $5.13 in 2018 from $4.53 in 2017. The impact of foreign currency exchange rates increased net earnings per diluted share by approximately $0.06 in 2018 and a decrease of $0.04reduced net earnings per diluted share by approximately $0.07 in the three months 2017.
  Percent Net Sales
Three Months2018201720182017
Reported$590
$434
18.2 %14.4 %
Inventory stepped-up to fair value(11)2
(0.3)0.1
Other acquisition and integration-related17
6
0.5
0.2
Amortization of purchased intangible assets92
66
2.8
2.2
Restructuring-related and other charges31
27
0.9
0.9
European Medical Devices Regulation2

0.1

Rejuvenate and other recall-related matters2
48
0.1
1.6
Regulatory and legal matters50
(5)1.5
(0.2)
Tax matters(130)
(4.0)
Adjusted$643
$578
19.8 %19.2 %
 Percent Net Sales Percent Net Sales
Three Months2018201720182017
Nine Months2018201720182017
Reported$443
$444
13.7%15.0%$1,485
$1,269
15.1 %14.1%
Inventory stepped-up to fair value4

0.1

(4)2


Other acquisition and integration-related9
7
0.3
0.2
41
20
0.4
0.2
Amortization of purchased intangible assets
83
61
2.6
2.1
263
190
2.7
2.1
Restructuring-related and other charges
50
27
1.6
0.9
98
95
1.0
1.1
European Medical Devices Regulation
1



4

0.1

Rejuvenate and other recall-related matters3
21
0.1
0.8
7
123
0.1
1.4
Regulatory and legal matters
24

0.7

92
20
0.9
0.3
Tax matters21

0.6

(35)
(0.4)
Adjusted$638
$560
19.7%19.0%$1,951
$1,719
19.9 %19.2%
(1)Non-GAAP Financial Measures
We supplement the reporting of our financial information determined under accounting principles generally accepted in the United States (GAAP) with certain non-GAAP financial measures, including percentage sales growth excluding the impact of the adoption of ASC 606; percentage sales growth in constant currency; percentage sales growth in constant currency and excluding the impact of the adoption of ASC 606; percentage organic sales growth; adjusted gross profit; adjusted selling, general and administrative expenses; adjusted amortization of intangible assets; adjusted operating income; adjusted effective income tax rate; adjusted net earnings; and adjusted net earnings per diluted share (Diluted EPS). We believe these non-GAAP financial measures provide meaningful information to assist investors and shareholders in understanding our financial results and assessing our prospects for future performance. Management believes percentage sales growth in constant currency and the other adjusted measures described above are important indicators of our operations because they exclude items that may not be indicative of or are unrelated to our core operating results and provide a baseline for analyzing trends in our underlying businesses. Management uses these non-GAAP financial measures for reviewing the operating results of reportable business segments and analyzing potential future business trends in connection with our budget process and bases certain management incentive compensation on these non-GAAP financial measures.
To measure percentage sales growth in constant currency, we remove the impact of changes in foreign currency exchange rates that affect the comparability and trend of sales. Percentage sales
growth in constant currency is calculated by translating current and prior year results at the same foreign currency exchange rate. To measure percentage organic sales growth, we remove the impact of changes in foreign currency exchange rates, acquisitions and the impact of the adoption of ASC 606, which affect the comparability and trend of sales. Percentage organic sales growth is calculated by translating current year results at prior year average foreign currency exchange rates excluding the impact of acquisitions and the adoption of ASC 606.
To measure earnings performance on a consistent and comparable basis, we exclude certain items that affect the comparability of operating results and the trend of earnings. These adjustments are irregular in timing and may not be indicative of our past and future performance. The following are examples of the types of adjustments that may be included in a period:
1.
Acquisition and integration-related costs. Costs related to integrating recently acquired businesses and specific costs (e.g., inventory step-up and deal costs) related to the consummation of the acquisition process.

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

STRYKER CORPORATION2018 First Quarter Form 10-Q

2.
Amortization of purchased intangible assets. Periodic amortization expense related to purchased intangible assets.
3.
Restructuring-related and other charges. Costs associated with the termination of sales relationships in certain countries, workforce reductions, elimination of product lines, weather-related asset impairments and associated costs and other restructuring-related activities.
4.
European Medical Devices Regulation. Costs specific to updating our quality system, product labeling, asset write-offs and product remanufacturing to comply with the medical device reporting regulations and other requirements of the European Union's regulation for medical devices.
5.
Rejuvenate and other recall-related matters. Our best estimate of the minimum end of the range of probable loss to resolve the Rejuvenate recall and other recall-related matters.
6.
Regulatory and legal matters. Our best estimate of the minimum of the range of probable loss to resolve certain regulatory or other legal matters and other legalthe amount of favorable awards from settlements.
7.
Tax matters. Charges represent the impact of accounting for certain significant and discrete tax items.items, including adjustments related to the Act.
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, operating income, 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 Results of Operations below. We strongly encourage investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.
The weighted-average basic and diluted shares outstanding used in the calculation of non-GAAP net earnings per diluted share are the same as those used in the calculation of reported net earnings per diluted share for the reported per share amounts.
Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measures
Three Months 2018Gross ProfitSelling, General & Administrative ExpensesAmortization of Intangible AssetsOperating IncomeNet EarningsEffective
Tax Rate
Diluted EPS
Reported$2,137
$1,236
$102
$591
$443
18.3 %$1.16
% Net sales65.9%38.1%3.1%18.2%13.7%  
Acquisition and integration-related charges:       
Inventory stepped-up to fair value6


6
4
0.2
0.01
Other acquisition and integration-related
(11)
11
9

0.02
Amortization of purchased intangible assets

(102)102
83
0.4
0.22
Restructuring-related and other charges5
(58)
63
50
0.5
0.13
European Medical Devices Regulation1


1
1


Rejuvenate and other recall-related matters


4
3
0.1
0.01
Regulatory and legal matters
(32)
32
24
0.5
0.07
Tax Matters



21
(3.9)0.06
Adjusted$2,149
$1,135
$
$810
$638
16.1 %$1.68
% Net sales66.3%35.0%%25.0%19.7%  
Three Months 2017Gross ProfitSelling, General & Administrative ExpensesAmortization of Intangible AssetsOperating IncomeNet EarningsEffective
Tax Rate
Diluted EPS
Reported$1,964
$1,102
$88
$556
$444
11.1 %$1.17
Reported percent net sales66.5%37.3%3.0%18.8%15.0%  
Acquisition and integration-related charges:       
Inventory stepped-up to fair value(1)

(1)
(0.2)
Other acquisition and integration-related
(10)
10
7
0.3
0.02
Amortization of purchased intangible assets

(88)88
61
2.9
0.16
Restructuring-related and other charges5
(33)
38
27
1.0
0.07
Rejuvenate and other recall matters


26
21
0.2
0.06
Adjusted$1,968
$1,059
$
$717
$560
15.3 %$1.48
Adjusted percent net sales66.6%35.8%%24.3%19.0%  
FINANCIAL CONDITION AND LIQUIDITY
Three Months20182017
Net cash provided by operating activities$297
$151
Net cash used in investing activities(849)(146)
Net cash provided by (used in) financing activities145
(137)
Effect of exchange rate changes44
29
Change in cash and cash equivalents$(363)$(103)
Operating Activities
Cash provided by operating activities was $297 and $151 in the three months 2018 and 2017. The increase was primarily driven by lower recall-related payments, higher income taxes payable and
working capital as the net of accounts receivable, inventory and accounts payable provided cash of $28 in 2018 compared to $21 in 2017.
Investing Activities
Cash used in investing activities was $849 and $146 in the three months 2018 and 2017. The increase was primarily due to the $697 acquisition of Entellus.
Financing Activities
Cash provided by financing activities was $145 in the three months 2018 and used in financing activities was $137 in the three months 2017. The increase was primarily driven by $294 of higher proceedsrespective period.

Dollar amounts are in millions except per share amounts or as otherwise specified.1315

STRYKER CORPORATION 2018 FirstThird Quarter Form 10-Q

Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measures
Three Months 2018Gross ProfitSelling, General & Administrative ExpensesAmortization of Intangible AssetsOperating IncomeNet EarningsEffective
Tax Rate
Diluted EPS
Reported$2,155
$1,242
$112
$576
$590
(10.5)%$1.55
Reported percent net sales66.5%38.3%3.5%17.8%18.2%  
Acquisition and integration-related charges:       
Inventory stepped-up to fair value(11)

(11)(11)0.3
(0.03)
Other acquisition and integration-related
(19)
19
17

0.05
Amortization of purchased intangible assets

(112)112
92
0.5
0.24
Restructuring-related and other charges4
(35)
39
31
0.4
0.08
European Medical Devices Regulation


2
2


Rejuvenate and other recall-related matters


4
2
0.1
0.01
Regulatory and legal matters
(66)
66
50
1.0
0.13
Tax matters



(130)24.3
(0.34)
Adjusted$2,148
$1,122
$
$807
$643
16.1 %$1.69
Adjusted percent net sales66.3%34.6%%24.9%19.8%  
Three Months 2017Gross ProfitSelling, General & Administrative ExpensesAmortization of Intangible AssetsOperating IncomeNet EarningsEffective
Tax Rate
Diluted EPS
Reported$1,984
$1,103
$92
$525
$434
7.9%$1.14
Reported percent net sales66.0%36.7%3.1%17.5%14.4%  
Acquisition and integration-related charges:       
Inventory stepped-up to fair value2


2
2

0.01
Other acquisition and integration-related
(9)
9
6
0.2
0.01
Amortization of purchased intangible assets

(92)92
66
2.7
0.18
Restructuring-related and other charges1
(35)
36
27
0.7
0.07
Rejuvenate and other recall-related matters


66
48
1.9
0.13
Regulatory and legal matters



(5)1.2
(0.02)
Tax matters






Adjusted$1,987
$1,059
$
$730
$578
14.6%$1.52
Adjusted percent net sales66.1%35.2%%24.3%19.2%  
Nine Months 2018Gross ProfitSelling, General & Administrative ExpensesAmortization of Intangible AssetsOperating IncomeNet EarningsEffective
Tax Rate
Diluted EPS
Reported$6,482
$3,668
$324
$1,839
$1,485
12.6%$3.90
Reported percent net sales66.1%37.4%3.3%18.8%15.1%  
Acquisition and integration-related charges:       
Inventory stepped-up to fair value



(4)0.2
(0.01)
Other acquisition and integration-related
(49)
49
41

0.11
Amortization of purchased intangible assets

(324)324
263
0.5
0.69
Restructuring-related and other charges9
(115)
124
98
0.3
0.26
European Medical Devices Regulation1


5
4

0.01
Rejuvenate and other recall-related matters


10
7

0.02
Regulatory and legal matters
(121)
121
92
0.6
0.24
Tax matters



(35)2.1
(0.09)
Adjusted$6,492
$3,383
$
$2,472
$1,951
16.3%$5.13
Adjusted percent net sales66.2%34.5%%25.2%19.9%  
Nine Months 2017Gross ProfitSelling, General & Administrative ExpensesAmortization of Intangible AssetsOperating IncomeNet EarningsEffective
Tax Rate
Diluted EPS
Reported$5,939
$3,335
$275
$1,583
$1,269
10.3%$3.34
Reported percent net sales66.2%37.2%3.1%17.6%14.1%  
Acquisition and integration-related charges:       
Inventory stepped-up to fair value2


2
2

0.01
Other acquisition and integration-related
(27)
27
20
0.2
0.05
Amortization of purchased intangible assets

(275)275
190
3.0
0.50
Restructuring-related and other charges12
(107)
119
95
0.4
0.25
Rejuvenate and other recall-related matters


164
123
1.1
0.33
Regulatory and legal matters
(30)
30
20
0.4
0.05
Adjusted$5,953
$3,171
$
$2,200
$1,719
15.4%$4.53
Adjusted percent net sales66.3%35.3%%24.5%19.2%  

Dollar amounts are in millions except per share amounts or as otherwise specified.16

STRYKER CORPORATION2018 Third Quarter Form 10-Q

FINANCIAL CONDITION AND LIQUIDITY
Nine Months20182017
Net cash provided by operating activities$1,564
$880
Net cash used in investing activities(1,229)(1,153)
Net cash used in financing activities(951)(522)
Effect of exchange rate changes on cash and cash equivalents(8)71
Change in cash and cash equivalents$(624)$(724)
Operating Activities
Cash provided by operating activities was $1,564 and $880 in the nine months 2018 and 2017. The increase was primarily driven by lower Rejuvenate and ABG II recall-related payments, higher net earnings, higher cash receipts related to contracts with customers for unsatisfied performance obligations (partially attributable to ASC 606) and cash receipts from an interest rate hedge settlement partially offset by payments related to the Tax Cuts and Jobs Act of 2017.
Investing Activities
Cash used in investing activities was $1,229 and $1,153 in the nine months 2018 and 2017. The increase in cash used was primarily due to increased payments for acquisitions, primarily the $697 acquisition of Entellus in 2018.
Financing Activities
Cash used in financing activities was $951 and $522 in the nine months 2018 and 2017. The increase in cash used was primarily driven by $313 of higher payments on net borrowings, (bothprimarily the refinancing of the $600 senior unsecured notes, and commercial paper), partially offset by $70 higher repurchases of common stock and $17$51 increase in dividends paid.
Three Months20182017
Nine Months20182017
Total dividends paid to common shareholders$176
$159
$528
$477
Total amount paid to repurchase common stock$300
$230
$300
$230
Shares of repurchased common stock (in millions)1.9
1.9
1.9
1.9
Liquidity
Cash, cash equivalents and marketable securities were $2,455$2,210 and $2,793 on March 31,September 30, 2018 and December 31, 2017. Current assets exceeded current liabilities by $3,051$3,765 and $4,508 on March 31,September 30, 2018 and December 31, 2017. We anticipate being able to support our short-term liquidity and operating needs from a variety of sources including cash from operations, commercial paper and existing credit lines. We raised funds in the capital markets in the three months 2018 and may continue to do so from time to time. We continue to have strong investment-grade short-term and long-term debt ratings that we believe should enable us to refinance our debt as needed.
Our cash, cash equivalents and marketable securities held in locations outside the United States was approximately 55%30% on March 31,September 30, 2018 compared to 62% on December 31, 2017. We intend to use this cash to expand operations organically and through acquisitions.
Critical Accounting Policies
There were no changes to our critical accounting policies from those disclosed in our Annual Report on Form 10-K for 2017.
New Accounting Pronouncements Not Yet Adopted
Refer to Note 1 to our Consolidated Financial Statements for information.
Guarantees and Other Off-Balance Sheet Arrangements
We do not have guarantees or other off-balance sheet financing arrangements, including variable interest entities, of a magnitude that we believe could have a material impact on our financial condition or liquidity.
OTHER MATTERS
Legal and Regulatory Matters
We are involved in various ongoing proceedings, legal actions and claims arising in the normal course of our business, including proceedings related to product, labor, intellectual property and other matters. Refer to Note 6 to our Consolidated Financial Statements for further information.
FORWARD-LOOKING STATEMENTS
This report contains statements referring to us that are not historical facts and are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which are intended to take advantage of the "safe harbor" provisions of the Reform Act, are based on current projections about operations, industry conditions, financial condition and liquidity. Words that identify forward-looking statements include words such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "goal," "strategy" and words and terms of similar substance used in connection with any discussion of future operating or financial performance, an acquisition or our businesses. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Those statements are not guarantees and are subject to risks,
uncertainties and assumptions that are difficult to predict. Therefore, actual results could differ materially and adversely from these forward-looking statements. Some important factors that could cause our actual results to differ from our expectations in any forward-looking statements include those risks discussed in Item 1A. "Risk Factors" of our Annual Report on Form 10-K for 2017. 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 2017.
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We consider our greatest potential area of market risk exposure to be exchange rate risk. Quantitative and qualitative disclosures about exchange rate risk are included in Item 7A "Quantitative and Qualitative Disclosures About Market Risk" of our Annual Report on Form 10-K for 2017. There were no material changes from the information provided therein.
ITEM 4.CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of the Chief Executive Officer and Chief Financial Officer (the Certifying Officers), evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended) (Exchange Act) at March 31,September 30, 2018. Based on that evaluation, the Certifying Officers concluded the Company's disclosure controls and procedures were effective as of March 31,September 30, 2018.
Changes in Internal ControlsControl Over Financial Reporting
There was no change to our internal control over financial reporting during the three months 2018 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Dollar amounts are in millions except per share amounts or as otherwise specified.17



PART II – OTHER INFORMATION
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
We issued 7,405299 shares of our common stock in the three months 2018 as performance incentive awards to employees. These shares were not registered under the Securities Act of 1933 based on the conclusion that the awards would not be events of sale within the meaning of Section 2(a)(3) of the Act.
In March 2015 we announced that our Board of Directors had authorized us to purchase up to $2,000 of our common stock. The manner, timing and amount of repurchases are determined by management based on an evaluation of market conditions, stock price, and other factors and are subject to regulatory considerations. Purchases are made from time-to-timetime to time in the open market, in privately negotiated transactions or otherwise.
 Total Number of Shares
(in millions)
  
2018 PeriodTotal Number of Shares PurchasedPurchased
as Part of Public
Announced Plans
Average
Price
Paid
Per
Share
Approximate Dollar Value of Shares that may yet be Purchased Under the Plans
January

$
$1,640
February1.3
1.3
156.52
1,430
March0.6
0.6
161.86
$1,340
Total1.9
1.9
$158.09
 
In the three months 2018 we did not repurchase any shares of our common stock. The total dollar value of shares of our common stock that could be acquired under our authorized repurchase program was $1,340 as of September 30, 2018.

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

STRYKER CORPORATION2018 First Quarter Form 10-Q

ITEM 6.EXHIBITS

Dollar amounts are in millions except per share amounts or as otherwise specified.1518

STRYKER CORPORATION 2018 FirstThird Quarter Form 10-Q

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
   STRYKER CORPORATION
   (Registrant)
    
    
Date:April 27,October 26, 2018 /s/ KEVIN A. LOBO
   Kevin A. Lobo
   Chairman President and Chief Executive Officer
    
    
Date:April 27,October 26, 2018 /s/ GLENN S. BOEHNLEIN
   Glenn S. Boehnlein
   Vice President, Chief Financial Officer

  1619