United States securities and exchange commission logo





                             March 16, 2023

       Glenn Boehnlein
       Vice President, Chief Financial Officer
       STRYKER CORP
       2825 Airview Boulevard
       Kalamazoo, Michigan 49002

                                                        Re: STRYKER CORP
                                                            Form 10-K for
Fiscal Year December 31, 2022
                                                            Filed February 10,
2023
                                                            Form 8-K Filed
January 31, 2023
                                                            File No. 001-13149

       Dear Glenn Boehnlein:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments. In some of our comments, we
may ask you to
       provide us with information so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for Fiscal Year December 31, 2022

       Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
       Consolidated Results of Operations, page 13

   1.                                                   Regarding your
discussion and analysis of gross profit, research, development and
                                                        engineering expenses,
selling, general and administrative expenses, operating income, and
                                                        net earnings, please
revise to provide a full discussion and analysis for the US GAAP
                                                        amounts with any
additional necessary discussion and analysis for the non-GAAP
                                                        measures to avoid
giving any undue prominence to your non-GAAP results. Refer to Item
                                                        10(e)(1)(i)(a) of
Regulation S-K and Question 102.10(a) of the Non-GAAP Financial
                                                        Measures Compliance and
Disclosure Interpretations for guidance.
   2.                                                   Please expand your
analyses to quantify the impact of the factors impacting the line items
                                                        when multiple factors
contribute positively and/or negatively to the change or amounts
 Glenn Boehnlein
FirstName
STRYKERLastNameGlenn   Boehnlein
            CORP
Comapany
March      NameSTRYKER CORP
       16, 2023
March2 16, 2023 Page 2
Page
FirstName LastName
         being discussed. Refer to Item 303(b)(2) of Regulation S-K and Section
501.12.b. of the
         Financial Reporting Codification for guidance. One example is your
analysis of adjusted
         gross profit as a percentage of net sales in which you attribute the
decline to (a) increased
         costs from purchases of electronic components at premium process on
the spot market; (b)
         inflationary pressures related to labor, steel and transportation, (c)
inefficiencies from
         supply chain disruptions, and (d) unfavorable product mix that does
not quantify each of
         these factors. Further, ensure that you are quantifying the impact of
new products to net
         sales at the consolidated and segment levels in accordance with Item
303(b)(2)(iii) of
         Regulation S-K.
3.       Please expand your disclosures of the material factors impacting the
line items to provide
         an analysis of the underlying facts and circumstances. Refer to Item
303(b)(2) of
         Regulation S-K and Section 501.12.b.4. of the Financial Reporting
Codification for
         guidance. One example is your reference to a change in product mix
negatively impacting
         adjusted gross profit as a percentage of net sales without a
discussion of what the change
         in product mix was and whether management expects this change in
product mix to
         continue.
4.       Please tell us why you have not provide a discussion and analysis of
operating income at
         the segment level. In this regard, we note that MedSurg and
Neurotechnology   s operating
         income as a percentage of net sales declined to 25.8% for fiscal year
2022 from 29.4% for
         fiscal year 2021 without an explanation as to why. Refer to Item
303(b) of Regulation S-
         K for guidance.
Non-GAAP Financial Measures, page 15

5.       We note you have included adjustments for    other acquisition and
integration-related
         charges and also    restructuring-related and other charges    in your
reconciliations for the
         adjusted, non-GAAP measures. Please provide us with an explanation of
what
         specifically each of these adjustments represent and quantify the
components of each of
         these adjustments for each period presented. Confirm to us that you
will provide a more
         detailed discussion of these adjustments along with quantifying the
components of these
         adjustments for each period presented and that you will also address
this comment in your
         earnings press releases furnished pursuant to Item 2.02 of Form 8-K.
6.       Please revise your reconciliation for adjusted net earnings to present
the income tax effect
         of the other adjustments as a separate adjustment with clear
explanations of how the
         income taxes adjustment was calculated. Further, provide a detailed
discussion of the    tax
         matters    adjustments for adjusted other income (expense), net and
adjusted net earnings.
         As part of your response, tell us your consideration of reflecting the
reversal of the tax
         related to repatriation of foreign earnings and United States federal
audit settlement that
         benefited net earnings for fiscal year 2022 as adjustments to arrive
at adjusted net
         earnings. Refer to Questions 100.03 and 102.11 of the Non-GAAP
Financial Measures
         Compliance and Disclosure Interpretations for guidance. Please address
this comment in
         your earnings press releases furnished pursuant to Item 2.02 of Form
8-K.
 Glenn Boehnlein
FirstName
STRYKERLastNameGlenn   Boehnlein
            CORP
Comapany
March      NameSTRYKER CORP
       16, 2023
March3 16, 2023 Page 3
Page
FirstName LastName
Critical Accounting Policies and Estimates
Acquisitions, Goodwill and Intangible Assets, and Long-Lived Assets, page 18

7.       You recognized a $216 million goodwill impairment charge, or 7.6% of
fiscal year 2022
         operating income, for your Spine reporting unit, resulting in
remaining goodwill of $1,002
         million. You state the impairment charge was primarily due to slower
than anticipated
         recovery of surgery volumes as you emerge from the pandemic,
competitive pressures,
         and rising interest rates. The analysis of Orthopaedics and Spine net
sales on page 14
         describes unit volume increases in both fiscal years 2022 and 2021 for
most and all
         Orthopaedics and Spine products, respectively. Finally, we note that
net sales for Spine
         was $1,146M for fiscal year 2022; $1,167 for fiscal year 2021; $1,047
for fiscal year
         2020; and $1,157 for fiscal year 2019. As such, there is a concern it
may not be clear to
         investors what specific facts and circumstances occurred in your Spine
reporting unit
         subsequent to your 2021 goodwill impairment assessment in which you
had concluded
         that the reporting unit   s fair value substantially exceeded the
respective recorded value.
         Please expand your disclosures to provide Spine reporting unit
specifics of the facts and
         circumstances that led to the quantitative assessment and material
impairment charge. In
         this regard, we also did not note any disclosures in your interim
reports regarding a
         material uncertainty with Spine   s goodwill. Please also address the
following:
             A discussion of the degree of uncertainty associated with all of
the key assumptions
              in the discounted cash flow analysis along with the potential
impact changes in the
              key assumptions would have on your impairment analysis. For
example, you state
              that a 1% increase in the discount rate would result in an
additional impairment
              charge but do not mention assumptions for future revenue growth,
operating margin,
              and the weighted average cost of capital.
             A discussion of the potential events and/or changes in
circumstances that could
              reasonably be expected to occur and negatively affect the key
assumptions and result
              in a material impairment charge.
         Refer to Item 303(b)(3) of Regulation S-K and Section 501.14 of the
Financial Reporting
         Codification for guidance.
Notes to Consolidated Financial Statements, page 27

8.       We note that you have recognized restructuring-related and other
charges of $349 million
         for fiscal year 2022, $386 million for fiscal year 2021, and $458
million for fiscal year
         2020, representing 12.3%, 14.9% and 20.6% of operating income,
respectively. Please
         tell us why you have not provided your accounting policy for
recognizing restructuring
         charges and the disclosures required by ASC 420-10-50-1 and also SAB
Topic 5:P.4 in
         your footnote and MD&A disclosures.
Note 11 - Income Taxes, page 35

9.       Please expand your disclosures to explain why you reversed a portion
of your deferred tax
         liabilities for undistributed earnings during fiscal year 2022,
providing the specific facts
 Glenn Boehnlein
STRYKER CORP
March 16, 2023
Page 4
         and circumstances that led you to conclude that those earnings are now
indefinitely
         reinvested; and to include the aggregate amount of undistributed
earnings from your
         foreign subsidiaries that you have concluded are indefinitely
reinvested in accordance
         with ASC 740-30-50-2.b.
Form 8-K Filed January 31, 2023

Exhibit 99.1

10.      Please revise the title of the measure you refer to as free cash flow,
as the measure is not
         calculated in the typical manner. Refer to Question 102.07 of the
Non-GAAP Financial
         Measures Compliance and Disclosure Interpretations for guidance. Also
provide an
         explanation to investors why management believes that excluding recall
payments
         provides useful information regarding your liquidity and how
management uses this
         liquidity measure. Refer to Items 10(e)(1)(i)(c) and 10(e)(1)(i)(d) of
Regulation S-K for
         guidance.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       You may contact Tracey Houser at 202-551-3736 or Jeanne Baker at
202-551-3691 with
any questions.



                                                                Sincerely,
FirstName LastNameGlenn Boehnlein
                                                                Division of
Corporation Finance
Comapany NameSTRYKER CORP
                                                                Office of
Industrial Applications and
March 16, 2023 Page 4                                           Services
FirstName LastName