Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

OR

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

Commission file number: 001-13149

strykerlogoa72.jpg

STRYKER CORPORATION

(Exact name of registrant as specified in its charter)

Michigan38-1239739
(State of incorporation)(I.R.S. Employer Identification No.)
1941 Stryker Way,Portage,Michigan49002
(Address of principal executive offices)(Zip Code)
(269)385-2600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.10 Par ValueSYKNew York Stock Exchange
0.250% Notes due 2024SYK24ANew York Stock Exchange
2.125% Notes due 2027SYK27New York Stock Exchange
3.375% Notes due 2028SYK28New York Stock Exchange
0.750% Notes due 2029SYK29New York Stock Exchange
2.625% Notes due 2030SYK30New York Stock Exchange
1.000% Notes due 2031SYK31New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

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 and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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☒Accelerated filer☐Emerging growth company☐
Non-accelerated filer☐Small reporting 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $109,722,902,589 at June 30, 2023. There were 380,264,036 shares outstanding of the registrant’s common stock, $0.10 par value, on January 31, 2024.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement to be filed with the U.S. Securities and Exchange Commission relating to the 2024 Annual Meeting of Shareholders (the 2024 proxy statement) are incorporated by reference into Part III.

STRYKER CORPORATION2023 FORM 10-K

TABLE OF CONTENTS

PART I
Item 1.Business1
Item 1A.Risk Factors4
Item 1B.Unresolved Staff Comments10
Item 1C.Cybersecurity10
Item 2.Properties11
Item 3.Legal Proceedings11
Item 4.Mine Safety Disclosures11
PART II
Item 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities11
Item 6.Selected Financial Data12
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations13
Item 7A.Quantitative and Qualitative Disclosures About Market Risk21
Item 8.Financial Statements and Supplementary Data23
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)23
Consolidated Statements of Earnings24
Consolidated Statements of Comprehensive Income24
Consolidated Balance Sheets25
Consolidated Statements of Shareholders’ Equity26
Consolidated Statements of Cash Flows27
Notes to Consolidated Financial Statements28
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure41
Item 9A.Controls and Procedures41
Item 9B.Other Information42
Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections42
PART III
Item 10.Directors, Executive Officers and Corporate Governance42
Item 11.Executive Compensation42
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters42
Item 13.Certain Relationships and Related Transactions, and Director Independence42
Item 14.Principal Accountant Fees and Services42
PART IV
Item 15.Exhibits, Financial Statement Schedules43
Item 16.Form 10-K Summary46
STRYKER CORPORATION2023 FORM 10-K
PART I

Next: Item 1. BUSINESS.