10-Q 1 syk10q09302015.htm 10-Q 10-Q


 

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

FORM 10-Q
(Mark one)
 
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015

OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-09165
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, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer
[X]
 
Accelerated filer
[ ]
 
 
 
 
 
Non-accelerated filer
[ ]
 
Small reporting company
[ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES [   ]        NO [X]

Number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 375,522,232 shares of Common Stock, $0.10 par value, as of September 30, 2015.
 


STRYKER CORPORATION
 
2015 Third Quarter Form 10-Q

PART I. - FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS.
Stryker Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
 
 
Three Months
 
Nine Months

 
2015
 
2014
 
2015
 
2014
Net sales
 
$
2,420

 
$
2,389

 
$
7,231

 
$
7,057

Cost of sales
 
796

 
829

 
2,449

 
2,420

Gross profit
 
1,624

 
1,560

 
4,782

 
4,637

Research, development and engineering expenses
 
155

 
153

 
461

 
461

Selling, general and administrative expenses
 
887

 
878

 
2,640

 
2,607

Recall charges
 
150

 
29

 
316

 
649

Intangible asset amortization
 
54

 
50

 
152

 
142

Total operating expenses
 
1,246

 
1,110

 
3,569

 
3,859

Operating income
 
378

 
450

 
1,213

 
778

Other income (expense), net
 
(33
)
 
(25
)
 
(90
)
 
(79
)
Earnings before income taxes
 
345

 
425

 
1,123

 
699

Income taxes
 
44

 
368

 
206

 
444

Net earnings
 
$
301

 
$
57

 
$
917

 
$
255

 
 
 
 
 
 
 
 
 
Net earnings per share of common stock:
 
 
 
 
 
 
 
 
Basic net earnings per share of common stock
 
$0.80
 
$0.16
 
$2.43
 
$0.68
Diluted net earnings per share of common stock
 
$0.79
 
$0.16
 
$2.40
 
$0.67
 
 
 
 
 
 
 
 
 
Weighted-average shares outstanding - in millions:
 
 
 
 
 
 
 
 
Basic
 
376.3

 
378.4

 
377.4

 
378.5

Net effect of dilutive employee stock options
 
4.4

 
4.1

 
4.4

 
4.2

Diluted
 
380.7

 
382.5

 
381.8

 
382.7

Anti-dilutive shares excluded from the calculation of net effect of dilutive employee stock options
 

 

 

 



CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
 
 
Three Months
 
Nine Months
 
 
2015
 
2014
 
2015
 
2014
Net earnings
 
$
301

 
$
57

 
$
917

 
$
255

Other comprehensive income (loss), net of tax
 
 
 
 
 
 
 
 
Marketable securities
 

 
(3
)
 
(3
)
 
4

Pension plans
 

 
5

 
10

 
5

Unrealized gains (losses) on designated hedges
 
(15
)
 
5

 
(4
)
 
(7
)
Financial statement translation
 
(83
)
 
(312
)
 
(278
)
 
(308
)
Total other comprehensive loss, net of tax
 
(98
)
 
(305
)
 
(275
)
 
(306
)
Comprehensive income (loss)
 
$
203

 
$
(248
)
 
$
642

 
$
(51
)

See accompanying notes to Consolidated Financial Statements.

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

STRYKER CORPORATION
 
2015 Third Quarter Form 10-Q

Stryker Corporation and Subsidiaries

CONSOLIDATED BALANCE SHEETS
 
 
September 30
 
December 31
 
2015
 
2014
 
 
Unaudited
 
 
ASSETS
 
 
 
 
Current assets
 
 
 
 
Cash and cash equivalents
 
$
3,163

 
$
1,795

Marketable securities
 
209

 
3,205

Accounts receivable, less allowance of $68 ($59 in 2014)
 
1,496

 
1,572

Inventories
 
 
 
 
Materials and supplies
 
296

 
248

Work in Process
 
113

 
88

Finished Goods
 
1,256

 
1,252

Total inventories
 
1,665

 
1,588

Deferred income taxes
 
933

 
989

Prepaid expenses and other current assets
 
567

 
524

Total current assets
 
8,033

 
9,673

Property, plant and equipment
 
 
 
 
Land, buildings and improvements
 
680

 
678

Machinery and equipment
 
1,976

 
1,919

Total property, plant and equipment
 
2,656

 
2,597

Less allowance for depreciation
 
1,528

 
1,499

Net property, plant and equipment
 
1,128

 
1,098

Other assets
 
 
 
 
Goodwill
 
4,160

 
4,186

Other intangibles, net
 
1,861

 
2,018

Other
 
735

 
738

Total assets
 
$
15,917

 
$
17,713

 
 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
 
Current liabilities
 
 
 
 
Accounts payable
 
$
340

 
$
329

Accrued compensation
 
532

 
597

Income taxes
 
158

 
333

Dividend payable
 
130

 
131

Accrued recall expenses
 
697

 
1,593

Accrued expenses and other liabilities
 
725

 
754

Current maturities of debt
 
971

 
727

Total current liabilities
 
3,553

 
4,464

Long-term debt, excluding current maturities
 
2,511

 
3,246

Other liabilities
 
1,369

 
1,408

Shareholders' equity
 
 
 
 
Common stock, $0.10 par value:
 
 
 
 
Authorized: 1 billion shares, outstanding: 376 million shares (378 million in 2014)
 
38

 
38

Additional paid-in capital
 
1,319

 
1,252

Retained earnings
 
7,656

 
7,559

Accumulated other comprehensive income
 
(529
)
 
(254
)
Total shareholders' equity
 
8,484

 
8,595

Total liabilities & shareholders' equity
 
$
15,917

 
$
17,713


See accompanying notes to Consolidated Financial Statements.


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

STRYKER CORPORATION
 
2015 Third Quarter Form 10-Q

Stryker Corporation and Subsidiaries

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited)
 
 
Common
Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Total
Balances at December 31, 2014
 
$
38

 
$
1,252

 
$
7,559

 
$
(254
)
 
$
8,595

Net earnings
 

 

 
917

 

 
917

Other comprehensive loss
 

 

 

 
(275
)
 
(275
)
Issuance of 1.6 million shares of common stock under stock option and benefit plans, including $23 excess income tax benefit
 


 
18

 

 

 
18

Repurchase and retirement of 4.7 million shares of common stock
 

 
(16
)
 
(430
)
 

 
(446
)
Share-based compensation
 

 
65

 

 

 
65

Cash dividends declared of $1.035 per share of common stock
 

 

 
(390
)
 

 
(390
)
Balances at September 30, 2015
 
$
38

 
$
1,319

 
$
7,656

 
$
(529
)
 
$
8,484



CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
Nine Months
 
2015
 
2014
Operating activities
 
 
 
Net earnings
$
917

 
$
255

Adjustments to reconcile net earnings to net cash provided by operating activities:
 
 
 
Depreciation
137

 
140

Amortization of intangible assets
152

 
142

Share-based compensation
65

 
58

Gross recall charges
316

 
649

Sale of inventory stepped up to fair value at acquisition
7

 
24

Changes in operating assets and liabilities, net of effects of acquisitions:
 
 
 
Accounts receivable
26

 
(12
)
Inventories
(124
)
 
(217
)
Accounts payable
15

 
15

Accrued expenses and other liabilities
(35
)
 
113

Recall-related payments
(1,172
)
 
(62
)
Income taxes
(241
)
 
169

Other
165

 
(171
)
Net cash provided by operating activities
228

 
1,103

Investing activities
 
 
 
Acquisitions, net of cash acquired
(140
)
 
(825
)
Purchases of marketable securities
(1,184
)
 
(3,635
)
Proceeds from sales of marketable securities
4,056

 
2,842

Purchases of property, plant and equipment
(191
)
 
(172
)
Net cash provided by (used in) investing activities
2,541

 
(1,790
)
Financing activities
 
 
 
Proceeds from borrowings
1,298

 
2,208

Payments on borrowings
(1,799
)
 
(1,013
)
Dividends paid
(391
)
 
(346
)
Repurchase and retirement of common stock
(446
)
 
(100
)
Other financing
36

 
(38
)
Net cash (used in) provided by financing activities
(1,302
)
 
711

Effect of exchange rate changes on cash and cash equivalents
(99
)
 
(7
)
Change in cash and cash equivalents
1,368

 
17

Cash and cash equivalents at beginning of year
1,795

 
1,339

Cash and cash equivalents at end of year
$
3,163

 
$
1,356


See accompanying notes to Consolidated Financial Statements.

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

STRYKER CORPORATION
 
2015 Third Quarter Form 10-Q


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1 - BASIS OF PRESENTATION
General Information
These statements should be read in conjunction with our Annual Report on Form 10-K for 2014. Management believes that the accompanying unaudited Consolidated Financial Statements include all adjustments, including normal recurring items, considered necessary for a fair presentation of the interim periods. However, the results of operations included in such financial statements may not necessarily be indicative of annual results.
To conform with the current year presentation, certain immaterial
amounts previously reported as selling, general and administrative
expenses have been reclassified to cost of sales. In addition, certain prior year amounts have been reclassified to conform to the current year presentation of our segment information in Note 10.
New Accounting Pronouncements Not Yet Adopted
In May 2014 the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This guidance outlines a single, comprehensive model for accounting for revenue from contracts with customers. We will adopt the standard on January 1, 2018. We are still evaluating the impact, if any, that the standard will have on our financial statements.
In April 2015 the FASB issued ASU 2015-03, Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs. This update requires an entity to present debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that debt liability consistent with debt discounts and is effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. We plan to adopt this standard on January 1, 2016 and do not expect it to have a material impact on the Consolidated Financial Statements.
No other new accounting pronouncements issued or effective during the period had, or are expected to have, a material impact on the Consolidated Financial Statements.
NOTE 2 - FAIR VALUE MEASUREMENTS
Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:
Level 1
Quoted market prices in active markets for identical assets or liabilities.
Level 2
Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3
Unobservable inputs reflecting our assumptions or external inputs from active markets.
When applying fair value principles in the valuation of assets and liabilities, we are required to maximize the use of quoted market prices and minimize the use of unobservable inputs. We calculate the fair value of our Level 1 and Level 2 instruments based on the exchange traded price of similar or identical instruments, where available, or based on other observable inputs taking into account our credit risk and that of our counterparties. Foreign currency exchange contracts and interest rate hedges are included in Level 2 as we use inputs other than quoted prices that are observable for the asset or liability. The Level 2 derivative instruments are primarily valued using standard calculations and models that use readily observable market data as their basis. Our Level 3 liabilities represent milestone payments for acquisitions and the fair value is calculated based on the net present value of expected cash flows
 
utilizing a discounted cash flow technique based on externally provided or obtained inputs, including our probability assessments of the occurrence of triggering events, appropriately discounted considering the uncertainties associated with the obligation. There were no significant transfers into or out of any level between December 31, 2014 and September 30, 2015.
We remeasure our assets and liabilities each reporting period and record the changes in fair value from changes in probability of occurrence in selling, general and administrative expense and the changes in time value of money in other income (expense). During the period we evaluated but did not change our unobservable input assumptions and fair value techniques used in measuring the fair value of our financial assets or liabilities from those disclosed in our Annual Report on Form 10-K for 2014.
Our valuation of our assets and liabilities measured at fair value is:
 
September
December
 
2015
2014
Cash and cash equivalents
$
3,163

$
1,795

Trading marketable securities
77

80

Level 1 - Assets
$
3,240

$
1,875

Available-for-sale marketable securities
 
 
Corporate and asset-backed debt securities
68

1,525

Foreign government debt securities
80

726

United States agency debt securities
24

382

United States treasury debt securities
34

474

Certificates of deposit
5

110

Other

12

Total available-for-sale marketable securities
211

3,229

Foreign currency exchange forward contracts
34

32

Interest rate swap asset
23

10

Level 2 - Assets
268

3,271

Total assets measured at fair value
$
3,508

$
5,146

 
 
 
Deferred compensation arrangements
77

80

Level 1 - Liabilities
77

80

Foreign currency exchange forward contracts
13

12

Interest rate swap liability
8


Level 2 - Liabilities
21

12

Contingent consideration
 
 
     Beginning Balance
48

59

     Additions
9


     Losses included in earnings

4

     Settlements
(4
)
(15
)
     Balance at the end of the period
53

48

Level 3 - Liabilities
53

48

Total liabilities measured at fair value
$
151

$
140

The cost and estimated fair value of available-for-sale marketable securities at September 30, 2015 by contractual maturity are:
 
Cost
Estimated
Fair Value
Due in one year or less
$
90

$
90

Due after one year through three years
118

118

Due after three years
3

3

Less than 1% of our investments in available-for-sale securities had a credit quality rating of less than A2 (Moody's), A (Standard & Poors) and A (Fitch). We do not intend 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; accordingly, we do not consider investments with cost in excess of fair value to be other-than-temporarily impaired at September 30, 2015.


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

STRYKER CORPORATION
 
2015 Third Quarter Form 10-Q

Upon the sale of a security classified as available-for-sale, the security’s specific unrealized gain (loss) is reclassified out of accumulated other comprehensive income (AOCI) into earnings based on the specific identification method. In the 2015 nine months we sold a portion of our marketable securities in preparation for recall-related payments and other cash management activity. See Note 5 for more information.
The total of interest and marketable securities income was $1 and $10 for the 2015 and 2014 three months, and $12 and $21 for the 2015 and 2014 nine months. The amounts are included in other income (expense).
Summary of marketable securities:

September
December
 
2015
2014
Available for Sale Securities:
Amortized Cost
  Corporate and asset-backed debt securities
$
68

$
1,523

  Foreign government debt securities
80

725

  United States agency debt securities
24

382

  United States treasury debt securities
34

474

  Certificates of deposit
5

110

  Other

12

 
Gross Unrealized Gains
  Corporate and asset-backed debt securities
$

$
3

  Foreign government debt securities

2

 
Gross Unrealized Losses
  Corporate and asset-backed debt securities
$

$
(1
)
  Foreign government debt securities

(1
)
 
Estimated Fair Value
  Corporate and asset-backed debt securities
$
68

$
1,525

  Foreign government debt securities
80

726

  United States agency debt securities
24

382

  United States treasury debt securities
34

474

  Certificates of deposit
5

110

  Other

12

Total available-for-sale marketable securities
$
211

$
3,229

Trading marketable securities
77

80

Total marketable securities
$
288

$
3,309

Reported as:
 
 
Current assets - marketable securities
$
209

$
3,205

Current assets - prepaid expenses and other
2

24

Noncurrent assets - other
77

80

At September 30, 2015 the fair value and gross unrealized losses of our investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, are:
 
Number of Investments
Fair Value
Unrealized Losses
   Corporate and asset-backed
25
$
21

$

   Foreign Government
4
10


   United States Agency
1
5


   United States Debt
1


   Certificate of deposit
1
1


Less than 12 months
32
$
37

$

 
 
 
 
   Corporate and asset-backed
26
$
22

$

   Foreign Government
4
10


   United States Agency
1
5


United States Debt
1


Certificate of Deposit
1
1


Total
33
$
38

$

 
NOTE 3 - DERIVATIVE INSTRUMENTS
We use operational and economic hedges as well as foreign currency exchange forward contracts and interest rate derivative instruments to manage the impact of currency exchange on earnings and cash flow.
Foreign Exchange Forward Contract Derivatives
We have not changed our hedging strategies or objectives from those disclosed in our Annual Report on Form 10-K for 2014.
The gross notional, maximum term and gross fair value amounts of foreign exchange forward contract derivatives designated and non-designated as hedging instruments are:
 
 
Designated
 
Non-Designated
 
Total
September 30, 2015
 
 
 
 
 
 
Gross Notional Amount
 
$
565

 
$
2,366

 
$
2,931

Maximum term in days
 
 
 
 
 
546

Fair Value
 
 
 
 
 
 
     Other Current Assets
 
$
26

 
$
6

 
$
32

     Other Noncurrent Assets
 
2

 

 
2

     Other Current Liabilities
 
(6
)
 
(6
)
 
(12
)
     Other Noncurrent Liabilities
 
(1
)
 

 
(1
)
 
 
$
21

 
$

 
$
21

December 31, 2014
 
 
 
 
 
 
Gross Notional Amount
 
$
357

 
$
2,085

 
$
2,442

Maximum term in days
 
 
 
 
 
546

Fair Value
 
 
 
 
 
 
     Other Current Assets
 
$
18

 
$
12

 
$
30

     Other Noncurrent Assets
 
2

 

 
2

     Other Current Liabilities
 

 
(12
)
 
(12
)
 
 
$
20

 
$

 
$
20

The net currency exchange rate gains (losses) for both designated and non-designated derivative instruments and the underlying amounts are:
 
 
Three Months
 
Nine Months
Recorded In:
 
2015
2014
 
2015
2014
Cost of goods sold
 
$
7

$
(1
)
 
$
12

$
4

Other income (expense)
 
(5
)
(2
)
 
(16
)
(11
)
Total
 
$
2

$
(3
)
 
$
(4
)
$
(7
)
Pretax gains on derivatives designated as hedges that are expected to be reclassified from AOCI into earnings within the next twelve months are $24. This reclassification is primarily due to the sale of inventory that includes previously hedged purchases. There have been no ineffective portions of derivatives that have resulted in gains or losses in any of the periods presented.
Net Investment Hedge
In September 2015 we designated certain long-term intercompany loans payable and forward exchange contracts as net investment hedges of our investments in certain international subsidiaries that use the Euro as their functional currency. The effective portion of derivatives designated as net investment hedges are recorded at fair value at each balance sheet date and the change in fair value is recorded as a component of AOCI. At September 30, 2015 the total after-tax amount in AOCI was $8 and the notional value, after tax, of our designated net investment hedges was $754.
For the long-term intercompany loan payable designated as net investment hedges, we used the spot method to measure the ineffectiveness. For the forward exchange contracts designated as net investment hedges, we used the forward method to measure ineffectiveness. Under these methods, for each reporting period, the change in the carrying value of the Euro-denominated amounts due to remeasurement of the effective portion is reported as a component of AOCI and the remaining change in the carrying value


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

STRYKER CORPORATION
 
2015 Third Quarter Form 10-Q

of the ineffective portion, if any, is recognized in other income (expense), net. We evaluate the effectiveness of our net investment hedges quarterly and did not record any ineffectiveness for the 2015 three months.
Interest Rate Risk on Future Debt Issuance
Forward starting interest rate derivative instruments designated as cash flow hedges are used to manage the exposure to interest rate volatility with regard to future issuance and refinancing of debt. The effective portion of the gains or losses on the forward starting interest rate derivative instruments that are designated and qualify as cash flow hedges is reported as a component of AOCI. Beginning in the period in which the planned debt refinancing occurs and the related derivative instrument is terminated, the effective portion of the gains or losses is then reclassified into interest expense over the term of the related debt.
At September 30, 2015 we had interest rate swaps with notional amounts totaling $875 designated as forward starting interest rate swaps in anticipation of future debt issuances. The market value of outstanding interest rate swap agreements at September 30, 2015 was $8, which is recorded in accrued expenses and other liabilities with an offsetting amount recorded in AOCI. During the 2015 three months we terminated a forward starting interest rate swap and recorded $10 in AOCI related to hedges on future debt issuances. The cash flow effect of this hedge is recorded in cash flow from operations. Upon the probable issuance of the debt, these amounts will be released to interest expense over the term of the debt.
Fair Value Hedges
Interest rate derivative instruments designated as fair value hedges are used to manage the exposure to interest rate movements and to reduce borrowing costs by converting fixed-rate debt into floating-rate debt. Under these agreements we agree to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount.
At September 30, 2015 we had interest rate swaps in gross notional amounts of $500 designated as fair value hedges of underlying fixed rate obligations representing a portion of our $600 senior unsecured notes due in 2024. There was no hedge ineffectiveness recorded as a result of these fair value hedges.
Certain amounts related to our fair value hedge instruments are:
 
 
September 2015
 
December 2014
Gross Notional Amount
 
$
500

 
$
500

Fair Value
 
 
 
 
     Other Noncurrent Assets
 
23

 
10

     Long Term Debt
 
(23
)
 
(10
)
 
 
$

 
$

We are exposed to credit loss in the event of nonperformance by counterparties on our outstanding derivative instruments but do not anticipate nonperformance by any of our counterparties. Should a counterparty default, our maximum exposure to loss is the asset balance of the instrument.

 
NOTE 4 - ACQUISITIONS
In January 2015 we completed the acquisition of certain assets of CHG Hospital Beds, Inc. (CHG). CHG designs, manufactures and markets a series of low-height hospital beds and related accessories. This acquisition is recorded within our Medsurg segment. In addition to CHG, certain other acquisitions completed in 2015 are included in the "Other" column.
In 2014 we completed the acquisition of certain assets of Small Bone Innovations, Inc. (SBi) for an aggregate purchase price of approximately $365, the acquisition of Berchtold Holding, AG (Berchtold) for an aggregate purchase price of approximately $184 and the acquisition of Patient Safety Technologies, Inc. (PST) for an aggregate purchase price of $120. The acquired net assets of other business acquisitions completed in 2014 are in the "Other" column in the table below.
The allocation of the purchase prices of each acquisition to the acquired net assets is as follows:
 
2015
 
2014
 
Other
 
SBi
Berchtold
PST
Other
Purchase price paid
$
125

 
$
365

$
184

$
120

$
216

Contingent consideration
9

 




Total purchase consideration
$
134

 
$
365

$
184

$
120

$
216

Tangible assets:


 
 
 
 
 
Cash

 

12



Inventory
9

 
23

22

7

5

Other assets
17

 
6

44

19

25

Liabilities
(5
)
 
(2
)
(45
)
(31
)
(29
)
Intangible assets:


 
 
 
 
 
Customer relationship
10

 
20

11

33

5

Trade name
1

 

7



Developed technology & patents
41

 
73

32

26

115

Non-compete agreements
2

 
1




IPRD

 
1



2

Goodwill
59

 
243

101

66

93

 
$
134

 
$
365

$
184

$
120

$
216

Weighted-average life of intangible assets
10

 
12

8

14

12

The measurement periods for SBi, Berchtold, PST and certain other acquisitions in 2014 have been completed. Revisions to the original purchase price allocation were not material. The purchase price allocations for CHG and certain other acquisitions are based upon preliminary valuations, and our estimates and assumptions are subject to change within the measurement period as the valuations are finalized. We are in the process of verifying data and information related to these acquisitions to finalize the recording of identifiable intangible assets, deferred income taxes and goodwill. Goodwill acquired associated with the SBi and CHG acquisitions are deductible for tax purposes.
The effects of all the acquisitions described above are included in our Consolidated Financial Statements prospectively from the close of the respective acquisition. Pro forma consolidated results of operations for the three or nine months 2015 and 2014 would not differ significantly as a result of these acquisitions.
The estimated amortization expense for our amortizable intangible assets for the next five years is:
 
Remainder of 2015
2016
2017
2018
2019
Amortization expense
$
51

$
172

$
170

$
154

$
138



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

STRYKER CORPORATION
 
2015 Third Quarter Form 10-Q

NOTE 5 - 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 has sufficient information to reasonably estimate our future obligations, a liability representing management's best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within the range is not known, is recorded. The estimates are based on consultation with legal counsel, previous settlement experience and settlement strategies. If actual outcomes are less favorable than those estimated by management, additional expense may be incurred, which could unfavorably affect future operating results. We are currently self-insured for product liability-related 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. 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 on a global basis is estimated to be approximately $2,027 ($2,206 before $179 of third-party insurance recoveries) to $2,554.  In the 2015 three months, we recorded additional charges to earnings of $149, representing the excess of the minimum of the range over the previously recorded reserves. In the 2015 three months we made initial payments totaling $1,133 to eligible United States patients who had revision surgery to replace their Rejuvenate and/or ABG II Modular-Neck hip stem as part of the settlement agreement. 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 Holdings, Inc. (Zimmer), alleging that a Zimmer product infringed 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. The Federal Circuit denied our petition for a rehearing en banc on the issue of enhanced damages but on October 19, 2015 the United States Supreme Court agreed to hear our appeal on this issue. In May 2015 the trial court entered a stipulated final judgment that, among other things, required Zimmer to pay us the base amount of damages and interest by July 15, 2015, while the issues of enhanced damages and attorney fees continue to be pursued. We concluded that all of the contingencies associated with this payment were resolved when the judgment was entered. Accordingly, we recorded a gain of $54, net of legal costs, to selling, general and administrative expenses in June 2015. On July 15, 2015 we received the payment from Zimmer.
In April 2011 Hill-Rom Company, Inc. and affiliated entities (Hill-Rom) brought a lawsuit against us alleging infringement under United States patent laws with respect to nine patents related to electrical network communications for hospital beds.  On March 31, 2015 the court granted the parties’ joint motion to dismiss with prejudice the claims and counterclaims associated with three of these patents.  The case has been stayed with respect to the remaining six patents, which currently are under reexamination by the United States Patent Office.  The ultimate resolution of this matter cannot be predicted and it is not possible at this time for us to estimate any probable loss or range of probable losses.  However, the ultimate result could have a material adverse effect on our financial position, results of operations and cash flows.
NOTE 6 - DEBT AND CREDIT FACILITIES
During the 2015 nine months, we repaid all $500 of our senior unsecured notes that were due on January 15, 2015. Our commercial paper program allows us to have a maximum of $1,250 in commercial paper outstanding, with maturities up to 397 days from the date of issuance. At September 30, 2015 outstanding commercial paper totaled $200, the weighted-average original maturity of the commercial paper outstanding was approximately 45 days and the weighted average annualized interest rate of short-term debt was approximately 1.2%.
Certain of our credit facilities require us to comply with financial and other covenants. We were in compliance with all covenants at September 30, 2015. We have lines of credit, issued by various financial institutions, available to fund our day-to-day operating needs. At September 30, 2015 we had $1,250 of borrowing capacity available under all of our existing credit facilities.
At September 30, 2015 the total unamortized debt issuance costs incurred in connection with our outstanding notes were $18. The fair value of long-term debt (excluding the interest rate hedges) at September 30, 2015 and December 31, 2014 was $3,284 and $3,811, respectively, based on the quoted interest rates for similar types and amounts of borrowings.
NOTE 7 - CAPITAL STOCK
In February 2015 we declared a quarterly dividend of $0.345 per share, payable on April 30, 2015 to shareholders of record at the close of business on March 31, 2015. In April 2015 we declared a quarterly dividend of $0.345 per share, payable on July 31, 2015 to shareholders of record at the close of business on September 30, 2015. In July 2015 we declared a quarterly dividend of $0.345 per share, payable on October 30, 2015 to shareholders of record at the close of business on September 30, 2015.
In March 2015 we announced that our Board of Directors had authorized us to purchase up to $2,000 of our common stock (the 2015 Repurchase Program). In 2012, we announced that our Board of Directors had authorized us to purchase up to $405 of our common stock (the 2012 Repurchase Program). The manner, timing and amount of purchases is determined by management


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

STRYKER CORPORATION
 
2015 Third Quarter Form 10-Q

based on an evaluation of market conditions, stock price and other factors and is subject to regulatory considerations. Purchases are to be made from time to time in the open market, in privately negotiated transactions or otherwise.
During the 2015 three months we repurchased 1.2 million shares at a cost of $123 under the 2012 Repurchase Program. At September 30, 2015 the maximum dollar value of shares that may yet be purchased was $136 under the 2012 Repurchase Program and $2,000 under the 2015 Repurchase Program.
NOTE 8 - ACCUMULATED OTHER COMPREHENSIVE INCOME
Changes in AOCI for the three months:
 
Marketable Securities
Pension Plans
Hedges
Financial Statement Translation
Total
Beginning
$

$
(126
)
$
24

$
(329
)
$
(431
)
OCI before reclassifications
(1
)
(2
)
(14
)
(83
)
(100
)
Tax (benefit) expense on OCI


4


4

Reclassifications out of AOCI
1

2

(5
)

(2
)
Net current period OCI


(15
)
(83
)
(98
)
Ending
$

$
(126
)
$
9

$
(412
)
$
(529
)
Changes in AOCI for the nine months:
 
Marketable Securities
Pension Plans
Hedges
Financial Statement Translation
Total
Beginning
3

(136
)
13

(134
)
(254
)
OCI before reclassifications
2

8

6

(278
)
(262
)
Tax (benefit) expense on OCI
(1
)
(2
)
(2
)

(5
)
Reclassifications out of AOCI
(4
)
4

(8
)

(8
)
Net current period OCI
(3
)
10

(4
)
(278
)
(275
)
Ending

(126
)
9

(412
)
(529
)
Reclassifications out of AOCI for the three and nine months:
 
Three Months
 
Nine Months
 
2015
2014
 
2015
2014
Marketable Securities
 
 
 
 
 
  Other (income) expense
$
1

$
(4
)
 
$
(5
)
$
(7
)
  Tax expense (benefit)

1

 
1

1

  Net of tax
1

(3
)
 
(4
)
(6
)
Pension Plans
 
 
 
 
 
  Cost of Sales
2


 
6


  Tax expense (benefit)


 
(2
)
(1
)
  Net of tax
2


 
4

(1
)
Hedges
 
 
 
 
 
  Cost of Sales
(7
)

 
(12
)
(4
)
  Tax expense (benefit)
2


 
4

2

  Net of tax
(5
)

 
(8
)
(2
)
Total, net of tax
$
(2
)
$
(3
)
 
$
(8
)
$
(9
)

NOTE 9 - INCOME TAXES
Our effective tax rates for the 2015 and 2014 three months were 12.8% and 86.6%, respectively, and 18.3% and 63.5% for the 2015 and 2014 nine months, respectively. The establishment of our European regional headquarters and certain discrete tax matters impacted our effective tax rate for the 2014 three and nine months. The operating impact of our European regional headquarters and
 
certain discrete tax matters are included in our effective tax rate for the 2015 three and nine months.
NOTE 10 - SEGMENT INFORMATION
Net sales and net earnings by business segment were:
 
Three Months
 
Nine Months
 
2015
2014
 
2015
2014
Orthopaedics
$
1,019

$
1,016

 
$
3,077

$
3,043

MedSurg
943

936

 
2,809

2,727

Neurotechnology and Spine
458

437

 
1,345

1,287

Net sales
$
2,420

$
2,389

 
$
7,231

$
7,057

Orthopaedics
288

247

 
827

752

MedSurg
155

158

 
457

443

Neurotechnology and Spine
85

100

 
267

260

Segment net earnings
$
528

$
505

 
$
1,551

$
1,455

Less: other (net of income taxes)
 
 
 
 
 
Corporate and other
(52
)
(66
)
 
(193
)
(197
)
Acquisition and integration-related charges
(1
)
(17
)
 
(22
)
(47
)
Amortization of intangible assets
(38
)
(34
)
 
(107
)
(99
)
Restructuring and related charges
(15
)
(8
)
 
(58
)
(37
)
Recall charges
(127
)
(23
)
 
(222
)
(512
)
Legal Matters


 
46


Tax matters
6

(300
)
 
(78
)
(308
)
Net earnings
$
301

$
57

 
$
917

$
255

Other than assets associated with the acquisitions that are discussed in greater detail in Note 4, there were no significant changes to total assets by segment from information provided in our Annual Report on Form 10-K for 2014.



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

STRYKER CORPORATION
 
2015 Third Quarter Form 10-Q

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
ABOUT STRYKER
Stryker is one of the world's leading medical technology companies. We offer a diverse array of innovative medical technologies, including reconstructive, medical and surgical, and neurotechnology and spine products, to help people lead more active and more satisfying lives.
We segregate our operations into three reportable business segments: Orthopaedics, MedSurg, and Neurotechnology and Spine. The Orthopaedics segment primarily consists of implants used in hip and knee joint replacements and trauma and extremities surgeries. The MedSurg segment includes surgical equipment and surgical navigation systems (Instruments); endoscopic and communications systems (Endoscopy); patient handling and emergency medical equipment (Medical); and reprocessed and remanufactured medical devices (Sustainability), as well as other medical device products used in a variety of medical specialties. The Neurotechnology and Spine segment includes neurosurgical, neurovascular and spine devices.
 
In the United States, most of our products are marketed directly to doctors, hospitals and other healthcare facilities. In general, we maintain separate and dedicated sales forces for each of our principal product lines to provide focus and a high level of expertise to each medical specialty served. Internationally, our products are sold in over 100 countries through company-owned sales subsidiaries and branches as well as third-party dealers and distributors. Our business is generally not seasonal in nature; however, the number of reconstructive surgeries is generally lower during the summer months and sales of capital equipment are generally stronger in the fourth quarter.
In January 2015 we completed the acquisition of certain assets of CHG Hospital Beds, Inc. (CHG). CHG designs, manufactures and markets a series of low-height hospital beds and related accessories.



RESULTS OF OPERATIONS
 
Three Months

Nine Months
 
 
2015
% Net Sales
2014
% Net Sales
% Change
 
2015
% Net Sales
2014
% Net Sales
% Change
Net sales
 
$
2,420

100.0
 %
$
2,389

100.0
 %
1.3
 %
 
$
7,231

100.0
 %
$
7,057

100.0
 %
2.5
 %
Gross profit
 
1,624

67.1

1,560

65.3

4.1

 
4,782
66.1

4,637
65.7

3.1

Research, development and engineering expenses
 
155

6.4

153

6.4

1.3

 
461

6.4

461
6.5


Selling, general and administrative expenses
 
887

36.7

878

36.8

1.0

 
2,640

36.5

2,607
36.9

1.3

Recall charges
 
150

6.2

29

1.2

417.2

 
316
4.4

649

9.2

(51.3
)
Intangible amortization
 
54

2.2

50

2.1

8.0

 
152
2.1

142

2.0

7.0

Other income (expense), net
 
(33
)
(1.4
)
(25
)
(1.0
)
32.0

 
(90
)
(1.2
)
(79
)
(1.1
)
13.9

Income taxes
 
44



368



(88.0
)
 
206
 
444

 
(53.6
)
Net earnings
 
$
301

12.4

$
57

2.4

428.1

 
$
917

12.7

$
255

3.6

259.6

Diluted net earnings per share
 
$
0.79

 
$
0.16

 
393.8

 
$
2.40

 
$
0.67

 
258.2

Adjusted diluted net earnings per share
 
$
1.25

 
$
1.15

 
8.7

 
$
3.56

 
$
3.29

 
8.2

For a discussion of non-GAAP financial measures used in this report see "Non-GAAP Financial Measures".
Geographic and segment net sales:
 
Three Months
 
% Change
 
Nine Months
 
% Change
 
 
2015
 
2014
 
Reported
 
Constant Currency
 
2015
 
2014
 
Reported
 
Constant
Currency
Geographic sales:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
United States
 
$
1,756

 
$
1,628

 
7.8
 %
 
7.8
%
 
$
5,145

 
$
4,740

 
8.5
 %
 
8.5
%
International
 
664

 
761

 
(12.6
)
 
1.8

 
2,086

 
2,317

 
(10.0
)
 
3.8

Total net sales
 
$
2,420

 
$
2,389

 
1.3

 
5.9

 
$
7,231

 
$
7,057

 
2.5

 
7.0

Segment sales:
 
 
 
 
 
 
 
 
 


 
 
 
 
 
 
Orthopaedics
 
$
1,019

 
$
1,016

 
0.3

 
5.8

 
$
3,077

 
$
3,043

 
1.1

 
6.5

MedSurg
 
943

 
936

 
0.6

 
4.1

 
2,809

 
2,727

 
3.0

 
6.4

Neurotechnology and Spine
 
458

 
437

 
5.0

 
9.9

 
1,345

 
1,287

 
4.5

 
9.4

Total net sales
 
$
2,420

 
$
2,389

 
1.3

 
5.9

 
$
7,231

 
$
7,057

 
2.5

 
7.0


9
 
Dollar amounts in millions except per share amounts or as otherwise specified

STRYKER CORPORATION
 
2015 Third Quarter Form 10-Q

Supplemental sales growth information:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months
 
Nine Months
 
 
 
 
 
Percentage Change
 
 
 
 
Percentage Change
 
 
 
 
 
 
 
 
U.S.
 
International
 
 
 
 
 
 
 
U.S.
 
International
 
 
2015
2014
 
As Reported
Constant Currency
 
As Reported
 
As Reported
Constant Currency
 
2015
2014
 
As Reported
Constant Currency
 
As Reported
 
As Reported
Constant Currency
Knees
 
$
332

$
335

 
(1.1)%
3.5%
 
5.0%
 
(14.9)%
0.2%
 
$
1,023

$
1,033

 
(1.0)%
3.4%
 
3.4%
 
(10.7)%
3.4%
Hips
 
307

316

 
(2.9)
3.1
 
5.7
 
(14.6)
(0.4)
 
939

960

 
(2.2)
3.5
 
6.3
 
(13.4)
(0.2)
Trauma and Extremities
 
318

309

 
2.9
9.1
 
15.1
 
(12.5)
1.5
 
940

895

 
5.1
11.6
 
17.0
 
(9.4)
4.9
Other
 
62

56

 
12.6
16.7
 
20.7
 
(14.3)
3.3
 
175

155

 
13.1
16.8
 
22.2
 
(13.8)
0.8
ORTHOPAEDICS
 
$
1,019

$
1,016

 
0.3
5.8
 
9.0
 
(13.9)
0.5
 
$
3,077

$
3,043

 
1.1
6.5
 
9.0
 
(11.3)
2.6
Instruments
 
359

348

 
2.8
6.6
 
8.1
 
(12.8)
2.1
 
1,059

1,031

 
2.6
6.5
 
7.0
 
(9.5)
5.0
Endoscopy
 
336

345

 
(2.5)
1.4
 
3.4
 
(16.9)
(3.5)
 
992

993

 
(0.1)
3.5
 
5.3
 
(12.9)
(0.7)
Medical
 
195

190

 
2.5
5.7
 
5.4
 
(9.4)
6.9
 
597

548

 
8.9
11.9
 
11.6
 
(1.4)
13.3
Sustainability
 
53

53

 
(0.4)
(0.3)
 
(0.4)
 
(0.3)
19.8
 
161

155

 
4.2
4.2
 
4.2
 
(3.7)
10.8
MEDSURG
 
$
943

$
936

 
0.6
4.1
 
5.3
 
(14.1)
0.4
 
$
2,809

$
2,727

 
3.0
6.4
 
7.2
 
(9.6)
3.9
Neurotechnology
 
275

251

 
9.8
15.9
 
15.7
 
(0.2)
16.3
 
799

739

 
8.1
14.0
 
15.2
 
(3.0)
12.3
Spine
 
183

186

 
(1.5)
1.9
 
6.1
 
(18.6)
(7.5)
 
546

548

 
(0.2)
3.0
 
5.7
 
(14.0)
(3.2)
NEUROTECHNOLOGY AND SPINE
 
$
458

$
437

 
5.0
9.9
 
11.4
 
(7.2)
7.2
 
$
1,345

$
1,287

 
4.5
9.4
 
10.8
 
(7.0)
6.7

Consolidated Net Sales
Consolidated net sales in the three months increased 1.3% as reported and 5.9% in constant currency, as net sales were negatively impacted by 4.6% due to the impact of foreign currency exchange rates. Excluding the 0.6% impact of acquisitions, net sales increased 5.3% in constant currency, including 6.6% from increased unit volume partially offset by 1.3% lower prices. The increase was led primarily by higher shipments of neurotechnology, trauma and extremities, instruments and medical products.
Consolidated net sales in the nine months increased 2.5% as reported and 7.0% in constant currency, as net sales were negatively impacted by 4.5% due to the impact of foreign currency exchange rates. Excluding the 1.0% impact of acquisitions, net sales increased 5.9% in constant currency, including 7.5% from increased unit volume partially offset by 1.5% lower prices. The increase was led primarily by higher shipments of trauma and extremities, medical, neurotechnology and instruments products.
Orthopaedics Net Sales
Orthopaedics net sales in the three months increased 0.3% as reported and 5.8% in constant currency, as net sales were negatively impacted by 5.5% due to the impact of foreign currency exchange rates. Excluding the 0.3% impact of acquisitions, net sales increased 5.5% in constant currency, including 7.7% from increased unit volume partially offset by 2.2% lower prices. The increase was led primarily by higher shipments of trauma and extremities products.
Orthopaedics net sales in the nine months increased 1.1% as reported and 6.5% in constant currency, as net sales were negatively impacted by 5.4% due to the impact of foreign currency exchange rates. Excluding the 0.7% impact of acquisitions, net sales increased 5.8% in constant currency, including 8.3% from increased unit volume partially offset by 2.6% lower prices. The increase was led primarily by higher shipments of trauma and extremities products.
MedSurg Net Sales
MedSurg net sales in the three months increased 0.6% as reported and 4.1% in constant currency, as net sales were negatively impacted by 3.5% due to the impact of foreign currency exchange rates. Excluding the 1.3% impact of acquisitions, net sales increased 2.8% in constant currency, including 2.9% from increased unit volume partially offset by 0.1% lower prices. The increase was
 
led primarily by higher shipments of our instruments and medical products.
MedSurg net sales in the nine months increased 3.0% as reported and 6.4% in constant currency, as net sales were negatively impacted by 3.4% due to the impact of foreign currency exchange rates. Excluding the 1.8% impact of acquisitions, net sales increased 4.6% in constant currency, including 4.7% from increased unit volume partially offset by 0.1% lower prices. The increase was led primarily by higher shipments of our medical and instruments products.
Neurotechnology and Spine Net Sales
Neurotechnology and Spine net sales in the three months increased 5.0% as reported and 9.9% in constant currency as net sales were negatively impacted by 4.9% due to the impact of foreign currency exchange rates. Net sales in constant currency increased 11.7% from increased unit volume partially offset by 1.7% lower prices. The increase was led primarily by higher shipments of neurotechnology products.
Neurotechnology and Spine net sales in the nine months increased 4.5% as reported and 9.4% in constant currency as net sales were negatively impacted by 4.8% due to the impact of foreign currency exchange rates. Excluding the 0.2% impact of acquisitions, net sales in constant currency increased 11.4% from increased unit volume partially offset by 2.2% lower prices. The increase was led primarily by higher shipments of neurotechnology products.
Cost of Sales
Cost of sales as a percentage of net sales in the three months decreased to 32.9% from 34.7% in 2014, primarily due to product mix, the favorable impact of foreign currency exchange rates and higher acquisition inventory step up amortization in 2014. Cost of sales in 2015 and 2014 includes ($6) and $10, respectively, related to inventory that was stepped up to fair value following acquisitions, and $2 and ($1), respectively, of restructuring-related costs. Excluding the impact of the acquisition and restructuring-related costs described above, cost of sales as a percentage of net sales was 33.1% and 34.3% in 2015 and 2014, respectively.
Cost of sales as a percentage of net sales in the nine months decreased to 33.9% from 34.3% in 2014, primarily due to the product mix and the favorable impact of foreign currency exchange rates. Cost of sales in 2015 and 2014 also includes $7 and $24, respectively, related to inventory that was stepped up to fair value following acquisitions and $4 of restructuring-related costs in 2015.


10
 
Dollar amounts in millions except per share amounts or as otherwise specified

STRYKER CORPORATION
 
2015 Third Quarter Form 10-Q

Excluding the impact of the acquisition and restructuring-related costs described above, cost of sales as a percentage of net sales was 33.7% and 33.9% for the nine months 2015 and 2014.
Research, Development and Engineering Expenses
Research, development and engineering expenses for the three months increased 1.3% to $155 and was 6.4% of net sales for both years and were unchanged for the nine months at $461, a decrease to 6.4% of net sales from 6.5% in 2014. The spending levels in 2015 were driven by the timing of spending on projects and investments in new technologies.
Selling, General and Administrative Expenses
Selling, general and administrative expenses as a percentage of net sales for the three months decreased to 36.7% from 36.8% in 2014. 2015 and 2014 includes acquisition and integration-related charges of $5 and $14, respectively, and restructuring-related charges of $20 and $20, respectively. Excluding the impact of the charges noted above, expenses increased to 35.6% of net sales from 35.3% in 2014, primarily due to increased expenses related to our European regional headquarters and related selling activities partially offset by disciplined expense management.
Selling, general and administrative expenses as a percentage of net sales for the nine months decreased to 36.5% from 36.9% in 2014, primarily due to a $54 gain from a legal settlement, and in 2015 and 2014 includes acquisition and integration-related charges of $24 and $46, respectively, and restructuring-related charges of $74 and $54, respectively. Excluding the impact of the gain and the charges noted above, expenses increased to 35.9% of net sales from 35.5% in 2014, primarily due to increased expenses related to our European regional headquarters and related selling activities. In addition, higher compensation costs, due in part to sales performance-related commissions, were partially offset by disciplined expense management.
Recall Charges
Recall charges were due to the previously disclosed Rejuvenate and ABG II modular-neck hip stems voluntary recall and other recall matters and in 2015 and 2014 were $150 and $29 in the three months, and $316 and $649 in the nine months, respectively. Refer to Note 5 in the Notes to the Consolidated Financial Statements for further information.
Intangibles Amortization
Intangibles amortization in 2015 and 2014 was $54 and $50 in the three months and $152 and $142 in the nine months, respectively. The increase was primarily due to acquisitions.
Other Income (Expense), net
Other income (expense), net in 2015 and 2014 was $33 and $25 in the three months, and $90 and $79 in the nine months, respectively.
Income Taxes
The effective income tax rate on earnings was 12.8% and 86.6% for the 2015 and 2014 three months, respectively and 18.3% and 63.5% for the 2015 and 2014 nine months, respectively. The operating impact of our European regional headquarters and certain discrete tax matters are included in our effective tax rate for the 2015 three and nine months. The effective income tax rate for 2014 three and nine months includes the tax impacts of the establishment of a European regional headquarters and the planned cash repatriation.

 
Net Earnings
Net earnings in the three months increased to $301 or $0.79 per diluted share from $57 or $0.16 per diluted share in 2014. Adjusted diluted net earnings per share increased 8.7% to $1.25 in 2015 from $1.15 in 2014. The impact of foreign currency exchange rates on net earnings reduced adjusted diluted net earnings per share by approximately $0.06 and $0.01 in 2015 and 2014, respectively.
Net earnings in the nine months increased to $917 or $2.40 per diluted share from $255 or $0.67 per diluted share in 2014. Adjusted diluted net earnings per share increased 8.2% to $3.56 in 2015 from $3.29 in 2014. The impact of foreign currency exchange rates on net earnings reduced adjusted diluted net earnings per share by approximately $0.20 and $0.08 in 2015 and 2014, respectively.
NON-GAAP FINANCIAL MEASURES
We supplement the reporting of our financial information determined under accounting principles generally accepted in the United States (GAAP) with certain non-GAAP financial measures, including percentage sales growth in constant currency; percentage organic sales growth; adjusted gross profit; cost of sales excluding specified items; adjusted selling, general and administrative expenses; adjusted amortization of intangible assets; adjusted operating income; adjusted effective income tax rate; adjusted net earnings; and adjusted diluted net earnings per share (Diluted EPS). We believe that these non-GAAP 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 year results at prior year average foreign currency exchange rates. To measure percentage organic sales growth, we remove the impact of changes in foreign currency exchange rates and acquisitions that 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.
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, may not be indicative of our past and future performance and are therefore excluded to allow investors to better understand underlying operating trends. 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 related to the consummation of the acquisition process.
2.
Amortization of intangible assets. Periodic amortization expense related to purchased intangible assets.


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

STRYKER CORPORATION
 
2015 Third Quarter Form 10-Q

3.
Restructuring-related charges. Costs associated with focused workforce reductions and other restructuring activities.
4.
Recall matters. Our best estimate of the minimum of the range of probable loss to resolve certain product recalls.
5.
Regulatory and legal matters. Our best estimate of the minimum of the range of probable loss to resolve certain regulatory matters and other legal settlements.
6.
Tax matters. Certain significant and discrete tax items and adjustments to interest expense related to the settlement of certain tax matters.
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, cost of sales, selling, general and administrative expenses, amortization of intangible assets, operating income, effective income tax rate, net earnings and diluted net earnings per share, the most directly comparable GAAP financial measures. These non-GAAP financial measures are an additional way of viewing aspects of our operations that, 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, provide a more complete understanding of our business. 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 following reconciles the non-GAAP financial measures of adjusted gross profit; adjusted selling, general and administrative expense; adjusted amortization of intangible assets; adjusted operating income; adjusted net earnings; adjusted effective tax rate; and adjusted diluted net earnings per share with the most directly comparable GAAP financial measures:
2015 Three Months
Gross Profit
Selling, General & Administrative Expenses
Intangible Amortization
Operating Income
Net Earnings
Effective Tax Rate
Diluted EPS
AS REPORTED
$
1,624

$
887

$
54

$
378

$
301

12.8
 %
$
0.79

Acquisition and integration-related charges
 
 
 
 
 
 
 
    Inventory stepped up to fair value
(6
)


(6
)
(4
)
(0.3
)
(0.01
)
    Other acquisition and integration-related

(5
)

5

5

(0.2
)
0.01

  Amortization of intangible assets


(54
)
54

38

2.1

0.12

  Restructuring-related charges
2

(20
)

22

15

0.3

0.04

  Rejuvenate and other recall matters



150

127

0.3

0.32

  Tax matters




(6
)
1.4

(0.02
)
ADJUSTED
$
1,620

$
862

$

$
603

$
476

16.4
 %
$
1.25

2014 Three Months
Gross Profit
Selling, General & Administrative Expenses
Intangible Amortization
Operating Income
Net Earnings
Effective Tax Rate
Diluted EPS
AS REPORTED
$
1,560

$
878

$
50

$
450

$
57

86.6
 %
$
0.16

Acquisition and integration-related charges
 
 
 
 
 
 
 
    Inventory stepped up to fair value
10



10

6

0.5

0.02

    Other acquisition and integration-related

(14
)

14

11

0.1

0.03

  Amortization of intangible assets


(50
)
50

34

1.4

0.09

  Restructuring-related charges
(1
)
(20
)

19

8

1.7

0.02

  Rejuvenate and other recall matters



29

23

0.1

0.06

  Tax Matters




300

(70.5
)
0.77

ADJUSTED
$
1,569

$
844

$

$
572

$
439

19.9
 %
$
1.15

2015 Nine Months
Gross Profit
Selling, General & Administrative Expenses
Intangible Amortization
Operating Income
Net Earnings
Effective Tax Rate
Diluted EPS
AS REPORTED
$
4,782

$
2,640

$
152

$
1,213

$
917

18.3
 %
$
2.40

  Acquisition and integration-related charges
 
 
 
 
 
 
 
    Inventory stepped up to fair value
7



7

4

0.2

0.01

    Other acquisition and integration-related

(24
)

24

18

0.2

0.05

  Amortization of intangible assets


(152
)
152

107

1.6

0.30

  Restructuring-related charges
4

(74
)

78

58

0.3

0.15

  Rejuvenate and other recall matters



316

222

3.8

0.57

   Legal matters

53


(53
)
(46
)
0.2