Stryker (SYK) 10-K risk factor changes: FY2024 vs FY2023

In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any [added: underlying assumptions, are forward-looking statements.]

- weakening of economic conditions, or the anticipation thereof, that could adversely affect the level of demand for our [added: or Inari Medical, Inc.’s (“Inari”)] products;

- geopolitical risks, including from international [removed: conflicts and upcoming elections in the United States and other countries,] [added: conflicts,] which could, among other things, lead to increased market volatility;

- pricing pressures generally, including cost-containment measures that [added: have adversely affected and] could [added: in the future] adversely affect the price of or demand for our [added: or Inari’s] products;

- unanticipated issues arising in connection with clinical studies and otherwise that affect approval of new [removed: products] [added: products, including Inari products,] by the FDA and foreign regulatory agencies;

- changes in [added: coverage and] reimbursement levels from third-party payors;

- our ability to integrate and realize the anticipated benefits of acquisitions in full or at all or within the expected [removed: timeframes;][added: timeframes, including our acquisition of Inari;]

- our ability to realize [added: any] anticipated cost savings;

- [removed: breaches or] [added: breaches,] failures [added: or other disruptions] of our or our vendors’ or customers’ information technology systems or products, including by cyber-attack, data leakage, unauthorized access or theft; [removed: and]

| STRYKER CORPORATION | | | | | | [removed: 2023] [added: 2024] FORM 10-K | | |

We use a variety of raw materials, components, devices and third-party services in our global supply chains, production and distribution processes; significant shortages, price increases or unavailability of third-party services have in the past increased, and could in the future increase, our operating costs and could require significant capital expenditures or adversely impact the competitive position of our products: Our reliance on certain suppliers to secure raw materials, components and finished devices, and on certain third-party service providers, such as sterilization service providers, exposes us to [added: the risk of] product shortages and unanticipated increases in prices, whether due to inflationary pressure, regulatory changes, litigation exposure, geopolitical tensions or otherwise.

If a similar shortage occurs in the future with respect to [removed: other] [added: any] raw materials or components, we may not be able to obtain them from our suppliers on a timely basis, or at all, or identify alternative suppliers.

In addition, several raw materials, components, finished devices and services are procured from a sole source due [removed: to] [added: to, among other things,] the quality considerations, unique intellectual property considerations or constraints associated with regulatory requirements.

If sole-source suppliers or service providers are unable or unwilling to deliver these materials or services as a result of financial difficulties, [added: business disruptions,] acquisition by a third party, natural disasters or otherwise, we may not be able to manufacture or have available one or more products during such period of unavailability and our business could [removed: suffer.][added: suffer, possibly materially.]

In addition, [removed: since 2022] [added: in recent years,] the market has experienced [removed: increasing] inflationary pressures in part due to global supply chain disruptions, labor shortages and other impacts following the COVID-19 pandemic.

Inflation in the United States and in many of the countries where we conduct business has resulted in, and may [added: in the future result in, high interest rates and increased capital, energy, shipping and labor costs, weakening or strengthening exchange rates against the United States Dollar and other similar effects.]

We have experienced, and may [removed: continue to] [added: in the future] experience, inflationary increases in manufacturing costs and operating expenses, as well as negative impacts from weakening or strengthening exchange rates against the United States Dollar.

Inflation, [removed: higher] [added: high] interest rates or interest rate volatility may also cause our customers to reduce or delay orders for our products and services.

We are subject to pricing pressures as a result of cost containment measures in the United States and other countries and other [removed: factors:] [added: factors, including changes in reimbursement practices and coverage policies and third-party payor cost containment measures:] Initiatives to limit the growth of general healthcare expenses and hospital costs are ongoing in the markets in which we do business.

Pricing pressure has also increased due to continued consolidation among healthcare providers, trends toward managed care, the shift toward governments becoming the primary payers of healthcare expenses, reduction in [added: coverage or] reimbursement levels and medical procedure volumes and government laws and regulations relating to sales and promotion, reimbursement and pricing generally.

We operate in a highly competitive industry in which competition [added: and the regulatory burden] in the development and improvement of new and existing products is significant: The markets in which we compete are highly competitive, and a significant element of our strategy is to increase revenue growth by focusing on [removed: innovation and] [added: innovation,] new product [removed: development.][added: development and improvement of existing products.]

New business models, products and surgical [removed: procedures] [added: procedures, as well as improvements to existing products,] are introduced on an ongoing basis and our present or future products could be rendered obsolete or uneconomical by internal or external technological advances, [removed: as we continue to innovate to address physician and patient needs, or] [added: including] by our existing competitors and new market [removed: entrants.][added: entrants, which could adversely impact demand for certain of our existing products.]

| STRYKER CORPORATION | | | | | | [removed: 2023] [added: 2024] FORM 10-K | | |

[added: If we are unable to develop and launch] new products, our ability to maintain or expand our market position in the markets in which we participate may be negatively impacted.

We may be unable to maintain adequate working relationships with healthcare professionals: We [added: work with healthcare professionals in a transparent and responsible manner and] seek to maintain [removed: close working] [added: these] relationships with respected physicians and medical personnel in healthcare organizations, such as hospitals and universities, who assist in product research and development.

[removed: Our global operations are subject to risks and costs related to, among other things, changes in reimbursement; changes in regulatory requirements (such as] the [removed: staggered phase-in period for manufacturers to comply with the] European Union Medical Device Regulation (MDR) through December 2028); differing local product preferences and product requirements; diminished protection of intellectual property in some countries; tariffs and other trade protection measures, as well as increasing localization and protectionism policies in certain jurisdictions; international trade disputes and import or export requirements; difficulty in staffing and managing foreign operations; introduction of new internal business structures and programs; political and economic [removed: instability;] [added: instability and uncertainty;] current or potential geopolitical conflicts, such as the tensions between China and Taiwan and the wars in Ukraine and the Middle East, and related sanctions and other developments; disruptions of transportation, including port closures, increased border controls or border closures or reduced transportation availability, due to military conflicts, a global pandemic of contagious diseases like COVID-19 or otherwise; increased energy or transportation costs; fluctuations in currency exchange rates and financial markets; and increased security threats to our supply chain.

In addition, in many countries, the laws and regulations applicable to us or our industry are evolving, and we have in certain cases become subject to divergent and conflicting laws and regulations across our operations, which [removed: could increase risk over time.][added: has increased the risks we are subject to.]

We may be unable to capitalize on previous or future acquisitions: In addition to internally developed products, we invest in new products and technologies through [removed: acquisitions,][added: acquisitions.]

[removed: Numerous] [added: Furthermore, numerous] and evolving cybersecurity threats have posed, and will continue to pose, risks to the security of our IT systems, networks and product offerings, as well as the confidentiality, availability and integrity of our data.

Some of our [removed: products and] [added: products,] services, and information technology [removed: systems,] [added: systems] contain or use open-source [removed: software,] [added: software] which poses particular risks, including potential security vulnerabilities, licensing compliance issues and quality issues.

We, our customers and third-party hosting services have experienced, and expect to continue to experience, security breaches of, [removed: or] unauthorized access to, [added: and disruptions of,] products or systems.

While such [removed: breaches or] [added: breaches,] unauthorized access [added: and disruptions] have not [removed: been] [added: had a] material [added: effect on us] to date, we cannot guarantee that any future breach or unauthorized access will not be material and any breach or unauthorized access could impact the use of such products and systems and the security of information stored therein.

When cybersecurity [added: or other technology related] incidents occur, we follow our incident response protocols and address them in accordance with applicable governmental regulations and other legal requirements.

The extent of a particular cyber incident and the steps that we may need to take to investigate the incident may [added: not be immediately clear, and it may take a significant amount of time before such investigation can be completed and full and reliable information about the incident is known.]

| STRYKER CORPORATION | | | | | | [removed: 2023] [added: 2024] FORM 10-K | | |

Additionally, as threats continue to evolve and increase, and as the regulatory environment [added: and customer requirements] related to information security, data collection and use, and privacy [removed: becomes] [added: become] increasingly rigorous, we may be required to devote significant additional resources to modify and enhance our security controls and to identify and remediate any security vulnerabilities, which could adversely impact our net income.

If our IT [removed: systems] [added: systems, networks or processes] are damaged or cease to function [removed: properly,] [added: properly for any reason,] the [removed: networks or] [added: networks,] service [removed: providers] [added: providers, hardware or software] we rely upon fail to function properly, or we or one of our third-party providers suffer a loss or disclosure of our business or stakeholder information due to any number of causes ranging from catastrophic events or power outages to improper data handling or security breaches or unauthorized access and our business continuity plans do not effectively address these failures on a timely basis, we may be exposed to reputational, competitive and business harm as well as litigation and regulatory [removed: action.][added: action and fines, penalties and expenses related thereto.]

If we are unable to recruit, hire, develop and retain a talented, competitive [removed: work force] [added: workforce] in our highly competitive industry, or if we are unable to plan effective succession for the future, we may not be able to meet our strategic business objectives.

Further, our remote and hybrid work practices, ability to provide flexible and alternative work arrangements, and our practices relating to corporate responsibility may not meet the needs or expectations of our employees, including senior management or other key employees, which could negatively impact our ability to attract and retain highly skilled employees, or [removed: may harm our culture and/or decrease employee engagement,]

[added: may harm our culture and/or decrease employee engagement,] which could adversely impact our ability to recruit, hire, develop and retain a talented, competitive workforce.

- uncertainties as to the timing of the tender offer for shares of Inari common stock and the subsequent merger with Inari;

- uncertainties as to how many of Inari’s stockholders will tender their shares in the tender offer;

- the failure to satisfy any of the closing conditions to the acquisition of Inari, including the expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period (and the risk that such governmental approval may result in the imposition of conditions that could adversely affect the expected benefits of the transaction);

- delays in consummating the acquisition of Inari or the risk that the transaction may not close at all;

- unexpected liabilities, costs, charges or expenses in connection with the acquisition of Inari;

- the effects of the proposed Inari transaction (or the announcement thereof) on the parties’ relationships with employees, customers, other business partners or governmental entities; and

Coverage policies and reimbursement levels can vary across the payer community globally, regionally, and locally, and may affect which products customers purchase, the market acceptance rate for new technologies and the prices customers are willing to pay for those products in a particular jurisdiction.

Furthermore, any changes to the coverage or reimbursement landscape, or adverse decisions relating to our products by administrators of these systems could significantly reduce reimbursement for procedures using our products or result in denial of reimbursement for those products, which could adversely affect customer demand, or the price customers are willing to pay for such products.

Public and private payers have challenged, and are expected to continue to challenge, prices charged for medical products and services.

Such downward pricing pressures from any or all of these payers may result in an adverse effect on our business, results of operations, financial condition and cash flows.

The success of our products and services depends on, among other things, our ability to properly identify customer needs and predict future needs; innovate and develop new technologies, services and applications at an accelerated pace; and appropriately allocate our research and development spending to products and services with higher growth.

Our global operations are subject to risks and costs related to, among other things, changes in coverage or reimbursement levels from third-party payors in the United States and other countries; changes in regulatory requirements (such as the staggered phase-in period for manufacturers to comply with

Emerging technologies such as generative artificial intelligence (AI) may be used by malicious actors to create more targeted

phishing narratives, spread disinformation about us or our products or otherwise strengthen social engineering capabilities.

Hardware and software failures or delays in our key information technology systems, networks, processes or sites could disrupt our operations, cause the loss of confidential information or otherwise adversely impact our business.

Our systems, networks, processes and sites may be vulnerable to damage, disruptions and shutdown from a variety of sources, including malfunctions in maintenance updates or security patches, design defects, the age of the technology, network failures, modernization or other initiatives, human acts and natural disasters.

For example, some of our information technology systems contain legacy third-party software components for which we depend on a layered security

approach to protect against exploitation, which may not be effective.

Any such damage or disruptions could also compromise the security of our information systems and networks.

These issues can also arise as a result of failures by, or in the software or hardware of, third parties, including networks or service providers, with whom we do business and over whom we have limited or no control.

Any disruption or failure of our systems, networks, processes or sites could have a material impact on our business and operations.

governmental authorities: Some of our products are particularly sensitive to reductions in elective medical procedures.

Our use of AI and other emerging technologies could adversely impact our business and financial results: We have begun to deploy AI and other emerging technologies in various facets of our operations and we continue to explore further use cases.

The rapid advancement of these technologies presents opportunities for us in research, manufacturing, commercialization, and other business endeavors, but also entails risks, including that AI-generated content, analyses, or recommendations we utilize could be deficient, that our competitors may more quickly or effectively adopt AI capabilities, or that our use of AI or other emerging technologies increases regulatory, cybersecurity and other significant risks.

In addition, any disruption or failure in the AI functionality we incorporate into our business activities, products or services could adversely impact our business or result in delays or errors in our product offerings.

The legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain, including in the areas of intellectual property, cybersecurity and privacy and data protection.

Compliance with new or changing laws, regulations or industry standards relating to AI may impose significant costs on us and limit our ability to effectively develop, deploy or use AI technologies.

Furthermore, if we are unable to effectively manage the use of AI technologies by our employees and service providers, our confidential information, intellectual property and reputation could be put at risk.

Failure to appropriately respond to this evolving landscape may result in reputational, competitive and business harm as well as litigation and regulatory action and fines, penalties and expenses related thereto.

distribute or use our products or provide required services.

The OECD continues to release additional guidance and we anticipate more countries will enact similar tax laws.

Some of the new tax laws are effective in 2024 while others will be effective in future years.

Both in the U.S. and internationally, governmental authorities may make legislative or administrative reforms to existing reimbursement programs, make adverse decisions relating to our

products’ coverage or reimbursement, or make changes to patient access to healthcare, all of which could adversely impact the demand for and usage of our products or the prices that our customers are willing to pay for them.

For example, governmental authorities in the United States and internationally have or are considering adopting regulations on the use of per- and polyfluoroalkyl substances.

We may also be subject to legal obligations in some countries that require disclosure or sharing of proprietary information.

Violations or alleged violations of these laws have in

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| STRYKER CORPORATION | | | | | | 2024 FORM 10-K | | |

underlying assumptions, are forward-looking statements.

We expect these inflationary pressures will continue.

continue to result in, higher interest rates and increased capital, energy, shipping and labor costs, weakening or strengthening exchange rates against the United States Dollar and other similar effects.

This has already impacted our joint replacement and spine businesses on a national level, and our trauma and certain neurovascular products on a provincial level, and we expect further adoption of volume-based procurement provincially or nationally in China in 2024.

If we are unable to develop and launch

For example, China's National Health Commission has launched an anti-corruption campaign focused on investigating government officials and individuals employed by state-owned entities and public institutions in the healthcare sector, which has resulted in us seeing some limitations to physician and surgeon access.

Although this has not had a material impact on our business, if other jurisdictions were to take this approach, our business could be adversely impacted.

including our acquisition of Cerus in 2023.

not be immediately clear, and it may take a significant amount of time before such investigation can be completed and full and reliable information about the incident is known.

Elective medical procedures were suspended or reduced at various times during the COVID-19 pandemic in many of the markets where our products are marketed and sold, which negatively affected

our business, cash flows, financial condition and results of operations.

In addition, during the COVID-19 pandemic our products in certain divisions, such as Medical, experienced higher demand as our customers were focused on treating COVID-19 patients and preparing for future public health emergencies.

The OECD, which represents a coalition of member countries, has put forth

The OECD continues to release additional guidance on the two-pillar framework, with widespread implementation anticipated by 2024.

the case of data breaches, have increased and may further increase.

designed to mitigate the effects of climate change, which could include the adoption of more stringent environmental laws and regulations or stricter enforcement of existing laws and regulations.

We offer innovative products and services in MedSurg, Neurotechnology, [removed: Orthopaedics] and [removed: Spine] [added: Orthopaedics] that help improve patient and healthcare outcomes.

In [removed: 2023] [added: 2024] we achieved reported net sales growth of [removed: 11.1%.][added: 10.2%.]

Excluding the impact of acquisitions and divestitures, sales grew [removed: 11.5%] [added: 10.2%] in constant currency.

We reported net earnings of [removed: $3,165] [added: $2,993] and net earnings per diluted share of [removed: $8.25.][added: $7.76.]

[added: Excluding the impact] of certain items, we achieved adjusted net earnings(1) of [removed: $4,066] [added: $4,700] and adjusted net earnings per diluted share(1) of [removed: $10.60] [added: $12.19] representing growth of [removed: 13.5%.][added: 15.0%.]

We continued our capital allocation strategy by investing [removed: $390] [added: $1,628] in acquisitions and paying [removed: $1,139] [added: $1,219] in dividends to our shareholders.

In [removed: November 2023 we repaid the outstanding €550 principal amount of 1.125% senior unsecured notes due November 30, 2023 and in December 2023] [added: May 2024] we repaid the outstanding $600 principal amount of [removed: 0.600%] [added: the 3.375%] senior unsecured notes due [removed: December 1, 2023.][added: May 15, 2024.]

| | | | | | | | | | | | | | | | [added: | | | | | |] Percent Net Sales | | | | | | | | | | | | [added: | | | | | |] Percentage Change | | | | | | [added: | | |]

| [added: 2024 | | | | | |] 2023 | | | [added: | | |] 2022 | | | [removed: 2021] | | | [added: 2024] | | | [added: | | |] 2023 | | | [removed: 2022] | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | [removed: 2022] [added: | | | 2023] vs. [removed: 2021] [added: 2022] | | | | | |

| Net sales | | | $ | [removed: 20,498] [added: 22,595] | | [added: | | |] $ | [removed: 18,449] [added: 20,498] | | [added: | | |] $ | [removed: 17,108] [added: 18,449] | | | | | 100.0 | | % | [added: | | |] 100.0 | | % | [added: | | |] 100.0 | | % | | | | [removed: 11.1] [added: 10.2] | | % | [removed: 7.8] | | [added: | 11.1 | |] % |

| Gross profit | | | [added: 14,440 | | | | | |] 13,058 | | | [added: | | |] 11,578 | | | [removed: 10,968] | | | [added: 63.9] | | | [added: | | |] 63.7 | | | [added: | | |] 62.8 | | | [removed: 64.1] | | | [added: 10.6] | | | [removed: 12.8] | | | [removed: 5.6] [added: 12.8] | | |

| Research, development and engineering expenses | | | [added: 1,466 | | | | | |] 1,388 | | | [added: | | |] 1,454 | | | [removed: 1,235] | | | [added: 6.5] | | | [added: | | |] 6.8 | | | [added: | | |] 7.9 | | | [removed: 7.2] | | | [added: 5.6] | | | [removed: (4.5)] | | | [removed: 17.7] [added: (4.5)] | | |

| Amortization of intangible assets | | | [added: 623 | | | | | |] 635 | | | [added: | | |] 627 | | | [removed: 619] | | | [added: 2.8] | | | [added: | | |] 3.1 | | | [added: | | |] 3.4 | | | [removed: 3.6] | | | [added: (1.9)] | | | [removed: 1.3] | | | 1.3 | | |

| Other income (expense), net | | | [added: (197) | | | | | |] (215) | | | [added: | | |] (158) | | | [removed: (303)] | | | [added: (0.9)] | | | [added: | | |] (1.0) | | | [added: | | |] (0.9) | | | [removed: (1.8)] | | | [added: (8.4)] | | | [removed: 36.1] | | | [removed: (47.9)] [added: 36.1] | | |

| Income taxes | | | [added: 499 | | | | | |] 508 | | | [removed: 325] | | | [removed: 287] [added: 325] | | | | | | nm | | | [added: | | |] nm | | | [added: | | |] nm | | | | | | [removed: 56.3] [added: (1.8)] | | | [removed: 13.2] | | | [added: 56.3 | | |]

| Net earnings | | | $ | [added: 2,993 | | | | | $ |] 3,165 | | [added: | | |] $ | 2,358 | | [removed: $] | [removed: 1,994] | | [added: 13.2] | | [added: %] | [added: | | |] 15.4 | | % | [removed: 12.8] | | [removed: %] | [removed: 11.7] [added: 12.8] | | % | | | | [removed: 34.2] [added: (5.4)] | | % | [removed: 18.3] | | [added: | 34.2 | |] % |

| Net earnings per diluted share | | | $ | [added: 7.76 | | | | | $ |] 8.25 | | [added: | | |] $ | 6.17 | | [removed: $] | [removed: 5.21] | | | | | | | | | | | | | | | | | [removed: 33.7] | | [added: | (5.9) | |] % | [removed: 18.4] | | [added: | 33.7 | |] % |

| Adjusted net earnings per diluted share(1) | | | $ | [added: 12.19 | | | | | $ |] 10.60 | | [added: | | |] $ | 9.34 | | [removed: $] | [removed: 9.09] | | | | | | | | | | | | | | | | | [removed: 13.5] | | [added: | 15.0 | |] % | [removed: 2.8] | | [added: | 13.5 | |] % |

| STRYKER CORPORATION | | | | | | [removed: 2023] [added: 2024] FORM 10-K | | |

| Geographic and Segment Net Sales | | | | | | | | | | | | | | | [added: | | | | | |] Percentage Change | | | | | | | | | | | | | | |

| | | | | | | | | | | | | [removed: 2023] [added: | | | | | | 2024] vs. [removed: 2022] [added: 2023] | | | | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | | | | | |

| | | | [added: 2024 | | | | | |] 2023 | | | [removed: 2022] | | | [removed: 2021] [added: 2022] | | | | | | As Reported | | | Constant Currency | | | | | | As Reported | | | Constant Currency | | |

| Geographic: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| United States | | | $ | [removed: 15,257] [added: 16,943] | | [added: | | |] $ | [removed: 13,638] [added: 15,257] | | [added: | | |] $ | [removed: 12,321] [added: 13,638] | | | | | [removed: 11.9] [added: 11.0] | | % | [removed: 11.9] [added: 11.0] | | % | | | | [removed: 10.7] [added: 11.9] | | % | [removed: 10.7] [added: 11.9] | | % |

| International | | | [added: 5,652 | | | | | |] 5,241 | | | [removed: 4,811] | | | [removed: 4,787] [added: 4,811] | | | | | | [removed: 8.9] [added: 7.9] | | | [removed: 10.9] [added: 9.8] | | | | | | [removed: 0.5] [added: 8.9] | | | [removed: 11.7] [added: 10.9] | | |

| Total | | | $ | [removed: 20,498] [added: 22,595] | | [added: | | |] $ | [removed: 18,449] [added: 20,498] | | [added: | | |] $ | [removed: 17,108] [added: 18,449] | | | | | [removed: 11.1] [added: 10.2] | | % | [removed: 11.6] [added: 10.7] | | % | | | | [removed: 7.8] [added: 11.1] | | % | [removed: 11.0] [added: 11.6] | | % |

| Segment: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Total | | | $ | [removed: 20,498] [added: 22,595] | | [added: | | |] $ | [removed: 18,449] [added: 20,498] | | [added: | | |] $ | [removed: 17,108] [added: 18,449] | | | | | [removed: 11.1] [added: 10.2] | | % | [removed: 11.6] [added: 10.7] | | % | | | | [removed: 7.8] [added: 11.1] | | % | [removed: 11.0] [added: 11.6] | | % |

| Supplemental Net Sales Growth Information | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]

| | | | | | | | | | | | | | | | [added: | | | | | |] Percentage Change | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| | | | | | | | | | | | | | | | [removed: 2023] [added: | | | | | | 2024] vs. [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | [removed: 2022] [added: | | | | | | 2023] vs. [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | [added: | | | | | |]

| | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |] United States | | | [added: | | |] International | | | | | | | | | | | | | | | [added: | | |] United States | | | [added: | | |] International | | | | | |

| | | | [added: 2024 | | | | | |] 2023 | | | [removed: 2022] | | | [removed: 2021] [added: 2022] | | | | | | As Reported | | | Constant Currency | | | [added: | | |] As Reported | | | [added: | | |] As Reported | | | Constant Currency | | | | | | As Reported | | | Constant Currency | | | [added: | | |] As Reported | | | [added: | | |] As Reported | | | Constant Currency | | |

| MedSurg and Neurotechnology: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]

| Medical | | | [added: 3,852 | | | | | |] 3,459 | | | [added: | | |] 3,031 | | | [removed: 2,607] | | | [added: 11.4] | | | [removed: 14.1] [added: 11.7] | | | [removed: 14.4] | | | [removed: 15.0] [added: 14.6] | | | [removed: 10.8] | | | [removed: 12.3] [added: (2.0)] | | | [added: (0.3)] | | | [removed: 16.2] | | | [removed: 18.6] [added: 14.1] | | | [removed: 20.6] [added: 14.4] | | | [removed: 1.5] | | | [removed: 11.7] [added: 15.0] | | | [added: | | | 10.7 | | | 12.3 | | |]

| [removed: Orthopaedics and Spine:] | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: MedSurg and Neurotechnology] | | | [added: Orthopaedics] | | |

| Trauma and Extremities | | | [added: 3,507 | | | | | |] 3,147 | | | [added: | | |] 2,807 | | | [removed: 2,664] | | | [added: 11.4] | | | [removed: 12.1] [added: 11.6] | | | [removed: 12.2] | | | [removed: 12.9] [added: 12.6] | | | [removed: 10.1] | | | [removed: 10.5] [added: 8.3] | | | [added: 9.1] | | | [removed: 5.4] | | | [removed: 8.7] [added: 12.1] | | | [removed: 9.0] [added: 12.2] | | | [removed: (3.2)] | | | [removed: 8.0] [added: 12.9] | | | [added: | | | 10.1 | | | 10.5 | | |]

| Total | | | $ | [removed: 20,498] [added: 22,595] | | [added: | | |] $ | [removed: 18,449] [added: 20,498] | | [added: | | |] $ | [removed: 17,108] [added: 18,449] | | | | | [removed: 11.1] [added: 10.2] | | % | [removed: 11.6] [added: 10.7] | | % | [removed: 11.9] | | [added: | 11.0 | |] % | [removed: 8.9] | | [added: | 7.9 | |] % | [removed: 10.9] [added: 9.8] | | % | | | | [removed: 7.8] [added: 11.1] | | % | [removed: 11.0] [added: 11.6] | | % | [removed: 10.7] | | [added: | 11.9 | |] % | [removed: 0.5] | | [added: | 8.9 | |] % | [removed: 11.7] [added: 10.9] | | % |

The unit volume increase was primarily due to higher shipments across all [removed: product lines.][added: businesses.]

Consolidated net sales in [removed: 2022] [added: 2024] increased [removed: 7.8%] [added: 10.2%] as reported and [removed: 11.0%] [added: 10.7%] in constant currency, as foreign currency exchange rates negatively impacted net sales by [removed: 3.2%.][added: 0.5%.]

Overview of 2024

In 2024 we completed various acquisitions for total consideration of $1,628 in upfront payments, net of cash acquired, as well as $400 of contingent consideration if certain commercial or clinical milestones are achieved.

In September 2024 we issued $750 of 4.250% senior unsecured notes due September 11, 2029, €800 of 3.375% senior unsecured notes due September 11, 2032, $750 of 4.625% senior unsecured notes due September 11, 2034 and €600 of 3.625% senior unsecured notes due September 11, 2036.

In November 2024 we repaid the outstanding €500 of floating rate senior notes and in December 2024 we repaid €850 of 0.250% senior unsecured notes.

| Selling, general and administrative expenses | | | 7,685 | | | | | | 7,111 | | | | | | 6,386 | | | | | | 34.0 | | | | | | 34.7 | | | | | | 34.6 | | | | | | 8.1 | | | | | | 11.4 | | |

| Goodwill and other impairments | | | 977 | | | | | | 36 | | | | | | 270 | | | | | | 4.3 | | | | | | 0.2 | | | | | | 1.5 | | | | | | nm | | | | | | nm | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| MedSurg and Neurotechnology | | | $ | 13,518 | | | | | $ | 12,163 | | | | | $ | 10,893 | | | | | 11.1 | | % | 11.6 | | % | | | | 11.7 | | % | 12.2 | | % |

| Orthopaedics | | | 9,077 | | | | | | 8,335 | | | | | | 7,556 | | | | | | 8.9 | | | 9.4 | | | | | | 10.3 | | | 10.9 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Instruments | | | $ | 2,834 | | | | | $ | 2,534 | | | | | $ | 2,245 | | | | | 11.9 | | % | 12.1 | | % | | | | 12.5 | | % | | | | 9.5 | | % | 10.6 | | % | | | | 12.9 | | % | 13.0 | | % | | | | 13.5 | | % | | | | 10.4 | | % | 11.8 | | % |

| Endoscopy | | | 3,389 | | | | | | 3,068 | | | | | | 2,759 | | | | | | 10.5 | | | 11.0 | | | | | | 11.1 | | | | | | 7.7 | | | 10.7 | | | | | | 11.2 | | | 11.7 | | | | | | 11.9 | | | | | | 8.0 | | | 9.9 | | |

| Neurovascular | | | 1,307 | | | | | | 1,226 | | | | | | 1,200 | | | | | | 6.6 | | | 8.2 | | | | | | 4.7 | | | | | | 7.9 | | | 10.5 | | | | | | 2.2 | | | 4.0 | | | | | | 8.3 | | | | | | (1.5) | | | 1.5 | | |

| Neuro Cranial | | | 2,136 | | | | | | 1,876 | | | | | | 1,658 | | | | | | 13.9 | | | 14.1 | | | | | | 15.0 | | | | | | 8.7 | | | 10.2 | | | | | | 13.1 | | | 13.4 | | | | | | 12.7 | | | | | | 15.4 | | | 16.8 | | |

| | | | $ | 13,518 | | | | | $ | 12,163 | | | | | $ | 10,893 | | | | | 11.1 | | % | 11.6 | | % | | | | 12.7 | | % | | | | 5.9 | | % | 7.9 | | % | | | | 11.7 | | % | 12.2 | | % | | | | 13.1 | | % | | | | 7.2 | | % | 9.2 | | % |

| Orthopaedics: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Knees | | | $ | 2,447 | | | | | $ | 2,273 | | | | | $ | 1,997 | | | | | 7.6 | | % | 8.2 | | % | | | | 6.7 | | % | | | | 10.4 | | % | 12.2 | | % | | | | 13.8 | | % | 14.4 | | % | | | | 12.3 | | % | | | | 18.5 | | % | 20.9 | | % |

| Hips | | | 1,704 | | | | | | 1,544 | | | | | | 1,413 | | | | | | 10.3 | | | 11.3 | | | | | | 7.2 | | | | | | 15.9 | | | 18.4 | | | | | | 9.3 | | | 10.4 | | | | | | 10.3 | | | | | | 7.5 | | | 10.7 | | |

| Spinal Implants | | | 707 | | | | | | 713 | | | | | | 733 | | | | | | (0.7) | | | (0.3) | | | | | | (2.1) | | | | | | 2.5 | | | 3.8 | | | | | | (2.7) | | | (2.0) | | | | | | (2.2) | | | | | | (4.1) | | | (3.4) | | |

| Other | | | 712 | | | | | | 658 | | | | | | 606 | | | | | | 8.1 | | | 9.6 | | | | | | 7.3 | | | | | | 10.1 | | | 15.4 | | | | | | 8.6 | | | 9.5 | | | | | | 2.9 | | | | | | 25.8 | | | 32.3 | | |

| | | | $ | 9,077 | | | | | $ | 8,335 | | | | | $ | 7,556 | | | | | 8.9 | | % | 9.4 | | % | | | | 8.4 | | % | | | | 10.2 | | % | 12.0 | | % | | | | 10.3 | | % | 10.9 | | % | | | | 10.0 | | % | | | | 11.1 | | % | 13.1 | | % |

Note: In the fourth quarter 2024 we reorganized our Spine business to align with certain updates to our internal reporting structure.

The spine enabling technologies portfolio (Enabling Technologies) was reclassified to Other Orthopaedics, the interventional spine portfolio was reclassified to Neuro Cranial and the remaining Spine business was renamed to Spinal Implants.

Neuro Cranial includes sales related to interventional spine of $413, $327 and $282 for 2024, 2023 and 2022.

Other Orthopaedics includes sales related to Enabling Technologies of $152, $149 and $131 for 2024, 2023 and 2022.

In the first quarter 2024 a product line previously included in Instruments has been reclassified to Endoscopy to align with a change in our internal reporting structure.

Excluding the 0.7% impact of acquisitions and divestitures, net sales in constant currency increased by 8.7% from increased unit volume.

| 2024 | | | 63.9 | | % |

Research, development and engineering expenses as a percentage of net sales in 2024 decreased to 6.5% from 6.8% in 2023 primarily due to lower spend on medical device regulations in the European Union.

Selling, general and administrative expenses as a percentage of net sales in 2024 decreased to 34.0% from 34.7% in 2023 primarily due to continued spend discipline and lower charges for structural optimization and certain legal matters partially offset by higher acquisition-related costs.

Goodwill and Other Impairments

In 2024 we recognized an estimated loss of $362 as a result of classifying certain assets in our Spinal Implants business as held for sale.

In 2024, 2023 and 2022 we recorded other impairments of $159, $36 and $54.

| 2022 | | | 26.0 | | % | 29.1 | | % |

| 2023 | | | 28.5 | | % | 27.2 | | % |

| 2024 | | | 29.6 | | % | 28.5 | | % |

Macroeconomic Environment

The global economy continues to experience increased inflationary pressures in part due to global supply chain disruptions, labor shortages and other impacts of the macroeconomic environment which we anticipate will continue.

Higher interest rates and capital costs, higher shipping costs, increased costs of labor, fluctuating foreign currency exchange rates and the military conflicts in Russia and Ukraine and the Middle East create additional economic challenges and uncertainties.

These conditions may cause our customers to decrease or delay orders for our products and services, and the higher interest rates may impact deal mix for our capital products.

Overview of 2023

Excluding the impact

In May 2023 we acquired Cerus for net cash consideration of $289 and up to $225 in future milestone payments.

Cerus designs, develops and manufactures neurovascular products used for the treatment of hemorrhagic stroke.

Cerus is part of our Neurovascular business within MedSurg and Neurotechnology.

During 2023 we made payments of $850 to extinguish the remaining balance on the $1.5 billion term loan scheduled to mature February 22, 2025.

In August 2023 we issued €500 of floating rate senior notes due November 16, 2024.

The notes bear interest at a rate based on the three-month Euro Interbank Offered Rate (EURIBOR) plus 0.3%.

The notes are callable at February 16, 2024, May 16, 2024 or October 16, 2024 either by us or at the option of the notes holders.

We subsequently issued $600 of 4.850% senior unsecured notes due December 8, 2028 and €600 of 3.375% senior unsecured notes due December 11, 2028.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Selling, general and administrative expenses | | | 7,129 | | | 6,455 | | | 6,427 | | | | | | 34.8 | | | 35.0 | | | 37.6 | | | | | | 10.4 | | | 0.4 | | |

| Recall charges, net | | | 18 | | | (15) | | | 103 | | | | | | 0.1 | | | (0.1) | | | 0.6 | | | | | | nm | | | nm | | |

| Goodwill impairment | | | — | | | 216 | | | — | | | | | | — | | | 1.2 | | | — | | | | | | nm | | | nm | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| MedSurg and Neurotechnology | | | $ | 11,836 | | $ | 10,611 | | $ | 9,538 | | | | | 11.5 | | % | 12.1 | | % | | | | 11.2 | | % | 14.1 | | % |

| Orthopaedics and Spine | | | 8,662 | | | 7,838 | | | 7,570 | | | | | | 10.5 | | | 11.1 | | | | | | 3.5 | | | 7.0 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Instruments | | | $ | 2,569 | | $ | 2,279 | | $ | 2,111 | | | | | 12.7 | | % | 13.0 | | % | 13.3 | | % | 10.4 | | % | 11.8 | | % | | | | 8.0 | | % | 10.4 | | % | 10.6 | | % | (0.9) | | % | 10.0 | | % |

| Endoscopy | | | 3,033 | | | 2,725 | | | 2,418 | | | | | | 11.3 | | | 11.7 | | | 12.1 | | | 7.6 | | | 9.9 | | | | | | 12.7 | | | 15.2 | | | 13.8 | | | 8.3 | | | 20.9 | | |

| Neurovascular | | | 1,226 | | | 1,200 | | | 1,188 | | | | | | 2.1 | | | 4.0 | | | 8.1 | | | (1.4) | | | 1.5 | | | | | | 1.1 | | | 7.2 | | | (0.9) | | | 2.3 | | | 12.2 | | |

| Neuro Cranial | | | 1,549 | | | 1,376 | | | 1,214 | | | | | | 12.6 | | | 13.0 | | | 11.9 | | | 16.1 | | | 18.4 | | | | | | 13.3 | | | 15.4 | | | 14.9 | | | 6.1 | | | 17.5 | | |

| | | | $ | 11,836 | | $ | 10,611 | | $ | 9,538 | | | | | 11.5 | | % | 12.1 | | % | 13.0 | | % | 7.0 | | % | 9.1 | | % | | | | 11.2 | | % | 14.1 | | % | 14.2 | | % | 3.0 | | % | 13.8 | | % |

| Knees | | | $ | 2,273 | | $ | 1,997 | | $ | 1,848 | | | | | 13.9 | | % | 14.4 | | % | 12.2 | | % | 18.8 | | % | 20.9 | | % | | | | 8.0 | | % | 11.2 | | % | 10.6 | | % | 1.0 | | % | 12.9 | | % |

| Hips | | | 1,544 | | | 1,413 | | | 1,342 | | | | | | 9.2 | | | 10.4 | | | 10.1 | | | 7.7 | | | 10.7 | | | | | | 5.3 | | | 10.1 | | | 9.1 | | | (0.6) | | | 11.5 | | |

| Spine | | | 1,189 | | | 1,146 | | | 1,167 | | | | | | 3.8 | | | 4.0 | | | 5.7 | | | (1.6) | | | (0.9) | | | | | | (1.8) | | | 1.1 | | | 0.6 | | | (7.7) | | | 2.4 | | |

| Other | | | 509 | | | 475 | | | 549 | | | | | | 7.1 | | | 8.8 | | | (2.0) | | | 33.8 | | | 40.9 | | | | | | (13.3) | | | (10.3) | | | (16.9) | | | (0.9) | | | 12.8 | | |

| | | | $ | 8,662 | | $ | 7,838 | | $ | 7,570 | | | | | 10.5 | | % | 11.1 | | % | 10.2 | | % | 11.2 | | % | 13.0 | | % | | | | 3.5 | | % | 7.0 | | % | 6.0 | | % | (2.2) | | % | 9.3 | | % |

Note: Beginning in the first quarter 2023 we consolidated Other MedSurg and Neurotechnology into Endoscopy as Other MedSurg and Neurotechnology (primarily Sustainability Solutions) has been fully integrated into our Endoscopy business.

Endoscopy includes sales related to Other of $343, $302 and $277 for 2023, 2022 and 2021.

Net sales in constant currency increased by 9.9% from increased unit volume partially offset by 2.9% due to lower prices.

We develop and manufacture products in the United States, Canada, China, Costa Rica, France, Germany, India, Ireland, [added: Israel,] Mexico, [added: Poland,] Switzerland, Turkey and the United Kingdom and incur costs in the applicable local currencies.

A hypothetical 10% change in foreign currencies relative to the United States Dollar would change the December 31, [removed: 2023] [added: 2024] fair value of these instruments by approximately [removed: $389.][added: $489.]

| STRYKER CORPORATION | | | | | | [removed: 2023] [added: 2024] FORM 10-K | | |

We offer innovative products and services in MedSurg, [removed: Neurotechnology, Orthopaedics] [added: Neurotechnology] and [removed: Spine] [added: Orthopaedics] that help improve patient and healthcare outcomes.

[removed: ][added: ]

Our products are sold in approximately 75 countries through company-owned subsidiaries and branches as well as third-party dealers and distributors, and include surgical equipment and surgical navigation systems; endoscopic and communications systems; patient handling, emergency medical equipment and intensive care disposable products; clinical communication and [removed: workflow solutions;] [added: artificial intelligence-assisted virtual care platform technology;] neurosurgical and neurovascular devices; implants used in joint replacement and trauma surgeries; Mako Robotic-Arm Assisted technology; spinal devices; as well as other products used in a variety of medical specialties.

We segregate our operations into two reportable business segments: (i) MedSurg and Neurotechnology and (ii) [removed: Orthopaedics and Spine.][added: Orthopaedics.]

| | | | [removed: 2023 | | | | | | | | | 2022] [added: 2024] | | | | | | [added: 2023] | | | [removed: 2021] | | | [added: 2022] | | |

| Total | | | $ | [removed: 20,498] [added: 22,595] | | 100 | | % | | | | $ | [removed: 18,449] [added: 20,498] | | 100 | | % | | | | $ | [removed: 17,108] [added: 18,449] | | 100 | | % |

MedSurg products include surgical equipment, patient and caregiver safety technologies, and navigation systems (Instruments), endoscopic and communications systems [removed: and reprocessed and remanufactured medical devices] (Endoscopy), and patient handling, emergency medical equipment, intensive care disposable products and clinical communication and [removed: workflow solutions] [added: artificial intelligence-assisted virtual care platform technology] (Medical).

We are one of five leading global competitors in Instruments; the other four being Zimmer Biomet Holdings, Inc. (Zimmer), Medtronic plc (Medtronic), Johnson & Johnson [added: MedTech (a subsidiary of Johnson & Johnson)] and ConMed Linvatec, Inc. (a subsidiary of CONMED Corporation).

We are one of five leading global competitors in Medical; the other four being Baxter International Inc., Zoll Medical Corporation, Medline Industries and Ferno-Washington, Inc. We are one of five leading global competitors in Neurotechnology; the other four being Medtronic, Johnson & [removed: Johnson,] [added: Johnson Medtech,] Terumo Corporation and Penumbra, Inc.

| | | | [removed: 2023 | | | | | | | | | 2022] [added: 2024] | | | | | | [added: 2023] | | | [removed: 2021] | | | [added: 2022] | | |

| Medical | | | [removed: 3,459] [added: 3,852] | | | [removed: 29] [added: 28] | | | | | | [removed: 3,031] [added: 3,459] | | | [removed: 29] [added: 28] | | | | | | [removed: 2,607] [added: 3,031] | | | [removed: 27] [added: 28] | | |

| Neurovascular | | | [removed: 1,226] [added: 1,307] | | | 10 | | | | | | [removed: 1,200] [added: 1,226] | | | 11 | | | | | | [removed: 1,188] [added: 1,200] | | | [removed: 13] [added: 11] | | |

[removed: Endoscopy expanded its product offering with the launch of the 4K] [added: Our] 1788 Camera platform [removed: that] features several enhancements for a broader range of clinical applications and specialties, including urology, neurology and ear, nose and [removed: throat.][added: throat and can be used to visualize indocyanine green and Cytalux.]

| STRYKER CORPORATION | | | | | | [removed: 2023] [added: 2024] FORM 10-K | | |

Orthopaedics products [removed: consist] primarily [removed: of] [added: include] implants used in total joint replacements, such as hip, knee and shoulder, and trauma and extremities surgeries.

We support surgeons with the [removed: technology] [added: technologies, products] and services they need [removed: as they develop new surgical techniques.][added: to support each patient’s clinical challenge.]

We are one of four leading global competitors for joint replacement and trauma and extremities products and robotics; the other three being Zimmer, [removed: DePuy Synthes (a] Johnson & Johnson [removed: company)] [added: MedTech] and Smith & Nephew.

| Composition of Orthopaedics [removed: and Spine] Net Sales | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2023 | | | | | | | | | 2022] [added: 2024] | | | | | | [added: 2023] | | | [removed: 2021] | | | [added: 2022] | | |

| Knees | | | $ | [removed: 2,273] [added: 2,447] | | [removed: 26] [added: 27] | | % | | | | $ | [removed: 1,997] [added: 2,273] | | [removed: 25] [added: 27] | | % | | | | $ | [removed: 1,848] [added: 1,997] | | [removed: 25] [added: 26] | | % |

| Hips | | | [removed: 1,544] [added: 1,704] | | | [removed: 18] [added: 19] | | | | | | [removed: 1,413] [added: 1,544] | | | 18 | | | | | | [removed: 1,342] [added: 1,413] | | | [removed: 18] [added: 19] | | |

| Trauma and Extremities | | | [removed: 3,147] [added: 3,507] | | | [removed: 36] [added: 39] | | | | | | [removed: 2,807] [added: 3,147] | | | [removed: 36] [added: 38] | | | | | | [removed: 2,664] [added: 2,807] | | | [removed: 35] [added: 37] | | |

On December 31, [removed: 2023] [added: 2024] we owned approximately [removed: 5,200] [added: 5,600] United States patents and approximately [removed: 7,700] [added: 8,600] patents in other countries.

Our business is generally not seasonal in nature; however, the number of orthopaedic implant surgeries is typically lower in the [removed: summer months, and sales of capital equipment are generally higher in the fourth quarter.]

| STRYKER CORPORATION | | | | | | [removed: 2023] [added: 2024] FORM 10-K | | |

[added: There are also certain requirements of] state, local and foreign governments that must be complied with in the manufacture and marketing of our products.

The European Union enacted the European Union Medical Device Regulation in May 2017 with an original effective date of May [removed: 2021,] [added: 2022,] which imposes stricter requirements for the marketing and sale of medical devices, including in the areas of clinical evaluation requirements, quality systems, labeling and post-market surveillance.

[removed: The resulting] investigations and prosecutions [added: potentially] carry the risk of significant civil and criminal penalties.

On December 31, [removed: 2023] [added: 2024] we had approximately [removed: 52,000] [added: 53,000] employees globally, with approximately 27,000 employees in the United States.

Building on this foundation, we are focused on maintaining an inclusive, engaging work environment [removed: and prioritizing DE&I] in keeping with our values of integrity and people.

- Aligning our employee resource [removed: groups] [added: groups, which are open] to [added: all employees, to] focus on creating community and belonging

| STRYKER CORPORATION | | | | | | [removed: 2023] [added: 2024] FORM 10-K | | |

Our proxy statement provides more detail on the competitive compensation programs we [removed: offer.][added: offer to our executive officers.]

| Kevin A. Lobo | | | [removed: 58] [added: 59] | | | Chair, Chief Executive Officer and President | | | 2011 | | |

| Yin C. Becker | | | [removed: 60] [added: 61] | | | Vice President, Chief Corporate Affairs Officer | | | 2016 | | |

| William E. Berry Jr. | | | [removed: 58] [added: 59] | | | Vice President, Chief Accounting Officer | | | 2014 | | |

| Glenn S. Boehnlein | | | [removed: 62] [added: 63] | | | Vice President, Chief Financial Officer | | | 2016 | | |

| M. Kathryn Fink | | | [removed: 54] [added: 55] | | | Vice President, Chief Human Resources Officer | | | 2016 | | |

| Robert S. Fletcher | | | [removed: 53] [added: 54] | | | Vice President, Chief Legal Officer | | | 2019 | | |

| Viju S. Menon | | | [removed: 56] [added: 57] | | | Group President, Global Quality and Operations | | | 2018 | | |

In the fourth quarter 2024 we reorganized our Spine business to align with certain updates to our internal reporting structure.

The spine enabling technologies portfolio (Enabling Technologies) was reclassified to Other Orthopaedics and Spine, the Interventional Spine (IVS) portfolio was reclassified to Neuro Cranial and the remaining Spine business was renamed to Spinal Implants.

In addition, we changed the name of our “Orthopaedics and Spine” operating segment to “Orthopaedics.”

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Quarterly Net Sales - Enabling Technologies | | | | | | | | | | | | | | | | | |

| Mar 31 | | | $ | 30 | | | | | $ | 31 | | | | | $ | 30 | |

| Jun 30 | | | $ | 31 | | | | | $ | 32 | | | | | $ | 25 | |

| Sep 30 | | | $ | 59 | | | | | $ | 54 | | | | | $ | 44 | |

| Dec 31 | | | $ | 32 | | | | | $ | 32 | | | | | $ | 32 | |

| Total | | | $ | 152 | | | | | $ | 149 | | | | | $ | 131 | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Quarterly Net Sales - IVS | | | | | | | | | | | | | | | | | |

| Mar 31 | | | $ | 98 | | | | | $ | 77 | | | | | $ | 65 | |

| Jun 30 | | | $ | 98 | | | | | $ | 83 | | | | | $ | 73 | |

| Sep 30 | | | $ | 117 | | | | | $ | 84 | | | | | $ | 72 | |

| Dec 31 | | | $ | 100 | | | | | $ | 83 | | | | | $ | 72 | |

| Total | | | $ | 413 | | | | | $ | 327 | | | | | $ | 282 | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Quarterly Net Sales - Spinal Implants | | | | | | | | | | | | | | | | | |

| Mar 31 | | | $ | 171 | | | | | $ | 176 | | | | | $ | 183 | |

| Jun 30 | | | $ | 178 | | | | | $ | 181 | | | | | $ | 193 | |

| Sep 30 | | | $ | 186 | | | | | $ | 180 | | | | | $ | 182 | |

| Dec 31 | | | $ | 172 | | | | | $ | 176 | | | | | $ | 175 | |

| Total | | | $ | 707 | | | | | $ | 713 | | | | | $ | 733 | |

| | | | 2024 | | | | | | | | | 2023 | | | | | | | | | 2022 | | | | | |

| MedSurg and Neurotechnology | | | $ | 13,518 | | 60 | | % | | | | $ | 12,163 | | 59 | | % | | | | $ | 10,893 | | 59 | | % |

| Orthopaedics | | | 9,077 | | | 40 | | | | | | 8,335 | | | 41 | | | | | | 7,556 | | | 41 | | |

| | | | 2024 | | | | | | | | | 2023 | | | | | | | | | 2022 | | | | | |

| Instruments | | | $ | 2,834 | | 21 | | % | | | | $ | 2,534 | | 21 | | % | | | | $ | 2,245 | | 21 | | % |

| Endoscopy | | | 3,389 | | | 25 | | | | | | 3,068 | | | 25 | | | | | | 2,759 | | | 25 | | |

| Neuro Cranial | | | 2,136 | | | 16 | | | | | | 1,876 | | | 15 | | | | | | 1,658 | | | 15 | | |

| Total | | | $ | 13,518 | | 100 | | % | | | | $ | 12,163 | | 100 | | % | | | | $ | 10,893 | | 100 | | % |

In 2024 Instruments launched SurgiCount+ powered by Triton, which combines our existing sponge counting technology with artificial intelligence and quantifying blood loss software.

We also launched CoPilot, which combines with our Spine Q guidance system to help surgeons plan and perform certain spinal procedures, including supporting bone resection, pedicle preparation and screw delivery.

In addition we completed the acquisition of Vertos Medical, Inc., a leader in interventional pain management solutions for chronic lower back pain caused by lumbar spinal stenosis.

The acquisition of Vertos is complementary to our Interventional Spine business as we continue to focus on advanced pain procedures.

Endoscopy continued to deliver its 4K 1788 Camera platform to the market.

| MedSurg and Neurotechnology | | | $ | 11,836 | | 58 | | % | | | | $ | 10,611 | | 58 | | % | | | | $ | 9,538 | | 56 | | % |

| Orthopaedics and Spine | | | 8,662 | | | 42 | | | | | | 7,838 | | | 42 | | | | | | 7,570 | | | 44 | | |

| Instruments | | | $ | 2,569 | | 22 | | % | | | | $ | 2,279 | | 21 | | % | | | | $ | 2,111 | | 22 | | % |

| Endoscopy | | | 3,033 | | | 26 | | | | | | 2,725 | | | 26 | | | | | | 2,418 | | | 25 | | |

| Neuro Cranial | | | 1,549 | | | 13 | | | | | | 1,376 | | | 13 | | | | | | 1,214 | | | 13 | | |

| Total | | | $ | 11,836 | | 100 | | % | | | | $ | 10,611 | | 100 | | % | | | | $ | 9,538 | | 100 | | % |

In 2023 Instruments launched the Neptune S, which is the only constantly closed low-fluid waste management system on the market.

Instruments also saw continued momentum from the launch of the System 9 total joint power tool.

In addition, 1788 can be used to visualize indocyanine green and Cytalux.

Medical launched the Xpedition powered stair chair, designed with an integrated workflow for first responders, maintaining the same storage footprint as Stryker's Stair-PRO and enhanced user interface for ease of use.

Xpedition allows caregivers to safely and ergonomically move patients over a variety of terrains.

Neurovascular completed the acquisition of Cerus Endovascular Limited (Cerus), a leader in the design and development of neurointerventional devices for the treatment of intracranial aneurysms.

The acquisition of Cerus is highly complementary to our Neurovascular business and strengthens our hemorrhagic portfolio globally.

Neurovascular also launched the Target Tetra coil in the United States, Japan, Korea and Europe, Middle East, Africa for the treatment of small aneurysms and the Vecta 46 Intermediate Catheter in the United States, Japan and Korea.

Orthopaedics and Spine

The Mako Robotic-Arm Assisted Surgical System was designed to help surgeons provide patients with a personalized surgical experience based on their specific diagnosis and anatomy.

The Mako System currently offers three applications supporting Partial Knee, Total Hip and Total Knee procedures.

Mako is the only robotic-arm assisted technology enabled by 3D CT-based pre-operative planning and, with AccuStop™ haptic technology, Mako provides surgeons the ability to know more about their patients' anatomy so they can cut less in bone preparation and implant placement with intra-operative haptic guidance.

Our spinal implant offering includes cervical and thoracolumbar systems that include fixation, minimally invasive and interbody systems used in spinal injury, complex spine and degenerative therapies.

We are one of four leading global competitors in Spine; the other three being Medtronic Sofamor Danek, Inc. (a subsidiary of Medtronic), Globus Medical, Inc. (including Nuvasive) and DePuy Synthes.

| Spine | | | 1,189 | | | 14 | | | | | | 1,146 | | | 15 | | | | | | 1,167 | | | 15 | | |

| Other | | | 509 | | | 6 | | | | | | 475 | | | 6 | | | | | | 549 | | | 7 | | |

| Total | | | $ | 8,662 | | 100 | | % | | | | $ | 7,838 | | 100 | | % | | | | $ | 7,570 | | 100 | | % |

In 2023 we continued our full commercial launch of the Insignia hip stem.

Insignia received approval in Japan from the Pharmaceuticals and Medical Devices Agency and clinical cases occurred in December 2023.

With the addition of Japan, Insignia is now being used clinically in six countries worldwide (United States, Canada, Japan, New Zealand, Singapore and Hong Kong).

We also saw our first clinical use of the Triathlon Hinge revision knee system in August 2023.

The Hinge product helps restore patient mobility in challenging cases and we anticipate moving towards full commercial launch in 2024.

In 2023 we celebrated the 10th anniversary of the Triathlon Tritanium Baseplate.

Since its introduction in 2013, Triathlon Cementless, which includes the Triathlon Tritanium Baseplate, has delivered a decade of positive patient impact, demonstrated impressive survivorship data and has become a trusted solution for surgeons across the globe.

In 2023 we celebrated the 10-year anniversary of the Mako Surgical Corp. acquisition and the Mako SmartRobotics™ technology.

Over the past ten years, this groundbreaking technology has transformed the orthopaedics landscape, resulting in tremendous patient impact for surgeons and their patients.

Additionally, we reached the milestone of 1 million Mako SmartRobotics™ procedures performed globally.

There are also certain requirements of

In addition, we establish forums for collecting qualitative feedback to gain insights and identify actions we can take so that employees feel included, engaged and able to achieve their full potential.

As of December 31, 2023 approximately 38.1% of our employees were women and 27.9% of our employees in the United States identified as racially or ethnically diverse.

| As of January 31, 2024 | | | | | | | | | | | |

Prior to joining Stryker in April 2019, Mr. Fletcher held various legal leadership roles with Johnson & Johnson for the previous 14 years, most recently as the Worldwide Vice President, Litigation.

We are involved in various [added: ongoing] proceedings, legal actions and claims arising in the normal course of [added: our] business, including proceedings related to product, [removed: labor and] [added: labor,] intellectual [removed: property,] [added: property] and [removed: the matters described in more detail in Note 7 to our Consolidated Financial Statements.][added: other matters.]

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

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

| [removed: 0.250%] [added: 3.375%] Notes due [removed: 2024] [added: 2032] | | | [removed: SYK24A] [added: SYK32] | | | New York Stock Exchange | | |

The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately [removed: $109,722,902,589] [added: $123,147,898,554] at June 30, [removed: 2023.][added: 2024.]

There were [removed: 380,264,036] [added: 381,579,123] shares outstanding of the registrant’s common stock, $0.10 par value, on January 31, [removed: 2024.][added: 2025.]

Portions of the proxy statement to be filed with the U.S. Securities and Exchange Commission relating to the [removed: 2024] [added: 2025] Annual Meeting of Shareholders (the [removed: 2024] [added: 2025] proxy statement) are incorporated by reference into Part III.

| STRYKER CORPORATION | | | | | | [removed: 2023] [added: 2024] FORM 10-K | | |

| Item 1. | | | Business | | | [removed: [1](#i38d30d622853492b9c48a7772b24d59a_10)] [added: [1](#i1442ddc197954361b38cabd10df2e256_13)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [4](#i38d30d622853492b9c48a7772b24d59a_16)] [added: [4](#i1442ddc197954361b38cabd10df2e256_16)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [10](#i38d30d622853492b9c48a7772b24d59a_19)] [added: [12](#i1442ddc197954361b38cabd10df2e256_19)] | | |

| Item 1C. | | | Cybersecurity | | | [removed: [10](#i38d30d622853492b9c48a7772b24d59a_1736)] [added: [12](#i1442ddc197954361b38cabd10df2e256_22)] | | |

| Item 2. | | | Properties | | | [removed: [11](#i38d30d622853492b9c48a7772b24d59a_22)] [added: [12](#i1442ddc197954361b38cabd10df2e256_25)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [11](#i38d30d622853492b9c48a7772b24d59a_25)] [added: [13](#i1442ddc197954361b38cabd10df2e256_28)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [11](#i38d30d622853492b9c48a7772b24d59a_28)] [added: [13](#i1442ddc197954361b38cabd10df2e256_31)] | | |

| Item 5. | | | Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [11](#i38d30d622853492b9c48a7772b24d59a_34)] [added: [13](#i1442ddc197954361b38cabd10df2e256_37)] | | |

| Item 6. | | | Selected Financial Data | | | [removed: [12](#i38d30d622853492b9c48a7772b24d59a_37)] [added: [14](#i1442ddc197954361b38cabd10df2e256_40)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [13](#i38d30d622853492b9c48a7772b24d59a_40)] [added: [15](#i1442ddc197954361b38cabd10df2e256_43)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [21](#i38d30d622853492b9c48a7772b24d59a_73)] [added: [24](#i1442ddc197954361b38cabd10df2e256_76)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [23](#i38d30d622853492b9c48a7772b24d59a_76)] [added: [25](#i1442ddc197954361b38cabd10df2e256_79)] | | |

| | | | Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) | | | [removed: [23](#i38d30d622853492b9c48a7772b24d59a_76)] [added: [25](#i1442ddc197954361b38cabd10df2e256_79)] | | |

| | | | Consolidated Statements of Earnings | | | [removed: [24](#i38d30d622853492b9c48a7772b24d59a_79)] [added: [26](#i1442ddc197954361b38cabd10df2e256_82)] | | |

| | | | Consolidated Statements of Comprehensive Income | | | [removed: [24](#i38d30d622853492b9c48a7772b24d59a_85)] [added: [26](#i1442ddc197954361b38cabd10df2e256_88)] | | |

| | | | Consolidated Balance Sheets | | | [removed: [25](#i38d30d622853492b9c48a7772b24d59a_88)] [added: [27](#i1442ddc197954361b38cabd10df2e256_91)] | | |

| | | | Consolidated Statements of Shareholders’ Equity | | | [removed: [26](#i38d30d622853492b9c48a7772b24d59a_91)] [added: [28](#i1442ddc197954361b38cabd10df2e256_94)] | | |

| | | | Consolidated Statements of Cash Flows | | | [removed: [27](#i38d30d622853492b9c48a7772b24d59a_94)] [added: [29](#i1442ddc197954361b38cabd10df2e256_97)] | | |

| | | | Notes to Consolidated Financial Statements | | | [removed: [28](#i38d30d622853492b9c48a7772b24d59a_97)] [added: [30](#i1442ddc197954361b38cabd10df2e256_100)] | | |

| Item 9. | | | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | | | [removed: [41](#i38d30d622853492b9c48a7772b24d59a_145)] [added: [44](#i1442ddc197954361b38cabd10df2e256_151)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [41](#i38d30d622853492b9c48a7772b24d59a_148)] [added: [44](#i1442ddc197954361b38cabd10df2e256_154)] | | |

| Item 9B. | | | Other Information | | | [removed: [42](#i38d30d622853492b9c48a7772b24d59a_151)] [added: [45](#i1442ddc197954361b38cabd10df2e256_157)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions That Prevent Inspections | | | [removed: [42](#i38d30d622853492b9c48a7772b24d59a_154)] [added: [45](#i1442ddc197954361b38cabd10df2e256_160)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [42](#i38d30d622853492b9c48a7772b24d59a_160)] [added: [45](#i1442ddc197954361b38cabd10df2e256_166)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [42](#i38d30d622853492b9c48a7772b24d59a_163)] [added: [45](#i1442ddc197954361b38cabd10df2e256_169)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [42](#i38d30d622853492b9c48a7772b24d59a_166)] [added: [45](#i1442ddc197954361b38cabd10df2e256_172)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [42](#i38d30d622853492b9c48a7772b24d59a_169)] [added: [46](#i1442ddc197954361b38cabd10df2e256_175)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [42](#i38d30d622853492b9c48a7772b24d59a_172)] [added: [46](#i1442ddc197954361b38cabd10df2e256_178)] | | |

| Item 15. | | | Exhibits, Financial Statement Schedules | | | [removed: [43](#i38d30d622853492b9c48a7772b24d59a_178)] [added: [47](#i1442ddc197954361b38cabd10df2e256_184)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [46](#i38d30d622853492b9c48a7772b24d59a_184)] [added: [50](#i1442ddc197954361b38cabd10df2e256_190)] | | |

| STRYKER CORPORATION | | | | | | [removed: 2023] [added: 2024] FORM 10-K | | |

| 3.625% Notes due 2036 | | | SYK36 | | | New York Stock Exchange | | |

[removed: We also provide additional] cybersecurity and data protection training to employees in certain roles.

Our CISO provides comprehensive updates to the Audit Committee quarterly and the full Board of Directors [removed: at least annually.][added: periodically.]

We also provide additional

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| STRYKER CORPORATION | | | | | | 2023 FORM 10-K | | |

We have approximately [removed: 28] [added: 27] company-owned and [removed: 294] [added: 297] leased locations worldwide including [removed: 43] [added: 45] manufacturing locations.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| STRYKER CORPORATION | | | | | | 2024 FORM 10-K | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

On January 31, [removed: 2024] [added: 2025] there were [removed: 2,501] [added: 2,510] shareholders of record of our common stock.

We did not repurchase any shares in the three months ended December 31, [removed: 2023] [added: 2024] and the total dollar value of shares that could be acquired under our authorized repurchase program at December 31, [removed: 2023] [added: 2024] was $1,033.

In the fourth quarter [removed: 2023] [added: 2024] we [removed: issued 5] [added: did not issue] shares of our common stock as performance incentive awards to employees.

[removed: These] [added: When issued, these] shares [removed: were] [added: are] not registered under the Securities Act of 1933 based on the conclusion that the awards [removed: were] [added: are] not events of sale within the meaning of Section 2(a)(3) of the Act.

The graph assumes $100 (not in millions) invested on December 31, [removed: 2018] [added: 2019] in our common stock and each of the indices.

[removed: ][added: ]

| Company / Index | | | [removed: 2018 | | |] 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | [added: 2024 | | |]

| STRYKER CORPORATION | | | | | | [removed: 2023] [added: 2024] FORM 10-K | | |

| Stryker Corporation | | | $ | 100.00 | | $ | 118.17 | | $ | 130.25 | | $ | 120.59 | | $ | 149.29 | | $ | 181.15 | |

| S&P 500 Index | | | $ | 100.00 | | $ | 118.40 | | $ | 152.39 | | $ | 124.79 | | $ | 157.59 | | $ | 197.02 | |

| S&P 500 Health Care Index | | | $ | 100.00 | | $ | 113.45 | | $ | 143.09 | | $ | 140.29 | | $ | 143.18 | | $ | 146.87 | |

| Stryker Corporation | | | $ | 100.00 | | $ | 135.33 | | $ | 159.91 | | $ | 176.26 | | $ | 163.19 | | $ | 202.03 | |

| S&P 500 Index | | | $ | 100.00 | | $ | 131.49 | | $ | 155.68 | | $ | 200.37 | | $ | 164.08 | | $ | 207.21 | |

| S&P 500 Health Care Index | | | $ | 100.00 | | $ | 120.82 | | $ | 137.07 | | $ | 172.89 | | $ | 169.51 | | $ | 173.00 | |

| Statement of Earnings Data | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net sales | | | | | | $ | [removed: 20,498] [added: 22,595] | | | | | $ | [removed: 18,449] [added: 20,498] | | | | | $ | [removed: 17,108] [added: 18,449] | | | | | $ | [removed: 14,351] [added: 17,108] | | | | | $ | [removed: 14,884] [added: 14,351] | |

| Cost of sales | | | | | | [removed: 7,440] [added: 8,155] | | | | | | [removed: 6,871] [added: 7,440] | | | | | | [removed: 6,140] [added: 6,871] | | | | | | [removed: 5,294] [added: 6,140] | | | | | | [removed: 5,188] [added: 5,294] | | |

| Gross profit | | | | | | $ | [removed: 13,058] [added: 14,440] | | | | | $ | [removed: 11,578] [added: 13,058] | | | | | $ | [removed: 10,968] [added: 11,578] | | | | | $ | [removed: 9,057] [added: 10,968] | | | | | $ | [removed: 9,696] [added: 9,057] | |

| Research, development and engineering expenses | | | | | | [removed: 1,388] [added: 1,466] | | | | | | [removed: 1,454] [added: 1,388] | | | | | | [removed: 1,235] [added: 1,454] | | | | | | [removed: 984] [added: 1,235] | | | | | | [removed: 971] [added: 984] | | |

| Amortization of intangible assets | | | | | | [removed: 635] [added: 623] | | | | | | [removed: 627] [added: 635] | | | | | | [removed: 619] [added: 627] | | | | | | [removed: 472] [added: 619] | | | | | | [removed: 464] [added: 472] | | |

| Total operating expenses | | | | | | $ | [removed: 9,170] [added: 10,751] | | | | | $ | [removed: 8,737] [added: 9,170] | | | | | $ | [removed: 8,384] [added: 8,737] | | | | | $ | [removed: 6,834] [added: 8,384] | | | | | $ | [removed: 6,983] [added: 6,834] | |

| Operating income | | | | | | $ | [removed: 3,888] [added: 3,689] | | | | | $ | [removed: 2,841] [added: 3,888] | | | | | $ | [removed: 2,584] [added: 2,841] | | | | | $ | [removed: 2,223] [added: 2,584] | | | | | $ | [removed: 2,713] [added: 2,223] | |

| Other income (expense), net | | | | | | [removed: (215)] [added: (197)] | | | | | | [removed: (158)] [added: (215)] | | | | | | [removed: (303)] [added: (158)] | | | | | | [removed: (269)] [added: (303)] | | | | | | [removed: (151)] [added: (269)] | | |

| Earnings before income taxes | | | | | | $ | [removed: 3,673] [added: 3,492] | | | | | $ | [removed: 2,683] [added: 3,673] | | | | | $ | [removed: 2,281] [added: 2,683] | | | | | $ | [removed: 1,954] [added: 2,281] | | | | | $ | [removed: 2,562] [added: 1,954] | |

| Income taxes | | | | | | [removed: 508] [added: 499] | | | | | | [removed: 325] [added: 508] | | | | | | [removed: 287] [added: 325] | | | | | | [removed: 355] [added: 287] | | | | | | [removed: 479] [added: 355] | | |

| Net earnings | | | | | | $ | [removed: 3,165] [added: 2,993] | | | | | $ | [removed: 2,358] [added: 3,165] | | | | | $ | [removed: 1,994] [added: 2,358] | | | | | $ | [removed: 1,599] [added: 1,994] | | | | | $ | [removed: 2,083] [added: 1,599] | |

| Basic | | | | | | $ | [removed: 8.34] [added: 7.86] | | | | | $ | [removed: 6.23] [added: 8.34] | | | | | $ | [removed: 5.29] [added: 6.23] | | | | | $ | [removed: 4.26] [added: 5.29] | | | | | $ | [removed: 5.57] [added: 4.26] | |

| Diluted | | | | | | $ | [removed: 8.25] [added: 7.76] | | | | | $ | [removed: 6.17] [added: 8.25] | | | | | $ | [removed: 5.21] [added: 6.17] | | | | | $ | [removed: 4.20] [added: 5.21] | | | | | $ | [removed: 5.48] [added: 4.20] | |

| Dividends declared per share of common stock | | | | | | $ | [removed: 3.050] [added: 3.240] | | | | | $ | [removed: 2.835] [added: 3.050] | | | | | $ | [removed: 2.585] [added: 2.835] | | | | | $ | [removed: 2.355] [added: 2.585] | | | | | $ | [removed: 2.135] [added: 2.355] | |

| Cash, cash equivalents and current marketable securities | | | | | | $ | [removed: 3,053] [added: 3,743] | | | | | $ | [removed: 1,928] [added: 3,053] | | | | | $ | [removed: 3,019] [added: 1,928] | | | | | $ | [removed: 3,024] [added: 3,019] | | | | | $ | [removed: 4,425] [added: 3,024] | |

| Accounts receivable, net | | | | | | [removed: 3,765] [added: 3,987] | | | | | | [removed: 3,565] [added: 3,765] | | | | | | [removed: 3,022] [added: 3,565] | | | | | | [removed: 2,701] [added: 3,022] | | | | | | [removed: 2,893] [added: 2,701] | | |

| Inventories | | | | | | [removed: 4,843] [added: 4,774] | | | | | | [removed: 3,995] [added: 4,843] | | | | | | [removed: 3,314] [added: 3,995] | | | | | | [removed: 3,494] [added: 3,314] | | | | | | [removed: 2,980] [added: 3,494] | | |

| Property, plant and equipment, net | | | | | | [removed: 3,215] [added: 3,448] | | | | | | [removed: 2,970] [added: 3,215] | | | | | | [removed: 2,833] [added: 2,970] | | | | | | [removed: 2,752] [added: 2,833] | | | | | | [removed: 2,567] [added: 2,752] | | |

| Total assets | | | | | | $ | [removed: 39,912] [added: 42,971] | | | | | $ | [removed: 36,884] [added: 39,912] | | | | | $ | [removed: 34,631] [added: 36,884] | | | | | $ | [removed: 34,330] [added: 34,631] | | | | | $ | [removed: 30,167] [added: 34,330] | |

| Accounts payable | | | | | | [removed: 1,517] [added: 1,679] | | | | | | [removed: 1,413] [added: 1,517] | | | | | | [removed: 1,129] [added: 1,413] | | | | | | [removed: 810] [added: 1,129] | | | | | | [removed: 675] [added: 810] | | |

| Total debt | | | | | | [removed: 12,995] [added: 13,597] | | | | | | [removed: 13,048] [added: 12,995] | | | | | | [removed: 12,479] [added: 13,048] | | | | | | [removed: 13,991] [added: 12,479] | | | | | | [removed: 11,090] [added: 13,991] | | |

| Shareholders’ equity | | | | | | $ | [removed: 18,593] [added: 20,634] | | | | | $ | [removed: 16,616] [added: 18,593] | | | | | $ | [removed: 14,877] [added: 16,616] | | | | | $ | [removed: 13,084] [added: 14,877] | | | | | $ | [removed: 12,807] [added: 13,084] | |

| Net cash provided by operating activities | | | | | | $ | [removed: 3,711] [added: 4,242] | | | | | $ | [removed: 2,624] [added: 3,711] | | | | | $ | [removed: 3,263] [added: 2,624] | | | | | $ | [removed: 3,277] [added: 3,263] | | | | | $ | [removed: 2,191] [added: 3,277] | |

| Purchases of property, plant and equipment | | | | | | [removed: 575] [added: 755] | | | | | | [removed: 588] [added: 575] | | | | | | [removed: 525] [added: 588] | | | | | | [removed: 487] [added: 525] | | | | | | [removed: 649] [added: 487] | | |

| Depreciation | | | | | | [removed: 393] [added: 427] | | | | | | [removed: 371] [added: 393] | | | | | | 371 | | | | | | [removed: 340] [added: 371] | | | | | | [removed: 314] [added: 340] | | |

| Acquisitions, net of cash acquired | | | | | | [removed: 390] [added: 1,628] | | | | | | [removed: 2,563] [added: 390] | | | | | | [removed: 339] [added: 2,563] | | | | | | [removed: 4,222] [added: 339] | | | | | | [removed: 802] [added: 4,222] | | |

| Amortization of intangible assets | | | | | | [removed: 635] [added: 623] | | | | | | [removed: 627] [added: 635] | | | | | | [removed: 619] [added: 627] | | | | | | [removed: 472] [added: 619] | | | | | | [removed: 464] [added: 472] | | |

| Payments of dividends | | | | | | [removed: 1,139] [added: 1,219] | | | | | | [removed: 1,051] [added: 1,139] | | | | | | [removed: 950] [added: 1,051] | | | | | | [removed: 863] [added: 950] | | | | | | [removed: 778] [added: 863] | | |

| Repurchase of common stock | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 307] [added: —] | | |

| Number of shareholders of record | | | | | | [removed: 2,518] [added: 2,520] | | | | | | [removed: 2,533] [added: 2,518] | | | | | | [removed: 2,551] [added: 2,533] | | | | | | [removed: 2,597] [added: 2,551] | | | | | | [removed: 2,636] [added: 2,597] | | |

| Approximate number of employees | | | | | | [removed: 52,000] [added: 53,000] | | | | | | [removed: 51,000] [added: 52,000] | | | | | | [removed: 46,000] [added: 51,000] | | | | | | [removed: 43,000] [added: 46,000] | | | | | | [removed: 40,000] [added: 43,000] | | |

| STRYKER CORPORATION | | | | | | [removed: 2023] [added: 2024] FORM 10-K | | |

| Selling, general and administrative expenses | | | | | | 7,685 | | | | | | 7,111 | | | | | | 6,386 | | | | | | 6,266 | | | | | | 5,163 | | |

| Goodwill and other impairments | | | | | | 977 | | | | | | 36 | | | | | | 270 | | | | | | 264 | | | | | | 215 | | |

| Selling, general and administrative expenses | | | | | | 7,129 | | | | | | 6,455 | | | | | | 6,427 | | | | | | 5,361 | | | | | | 5,356 | | |

| Recall charges, net | | | | | | 18 | | | | | | (15) | | | | | | 103 | | | | | | 17 | | | | | | 192 | | |

| Goodwill impairment | | | | | | — | | | | | | 216 | | | | | | — | | | | | | — | | | | | | — | | |

We have audited the accompanying consolidated balance sheets of Stryker Corporation and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of earnings, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements“).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 14, 2024] [added: 12, 2025] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As described in Note 11 to the consolidated financial statements, the Company operates in multiple jurisdictions with complex tax policy and regulatory environments and establishes reserves for uncertain tax positions in accordance with the accounting guidance governing uncertainty in income taxes. Assessing tax positions involves judgment including interpreting tax laws of multiple jurisdictions and assumptions relevant to the measurement of an unrecognized tax benefit, including the estimated amount of tax liability that may be incurred should the tax position not be sustained upon inspection by a tax authority. These judgments and assumptions can significantly affect the reserve for uncertain tax positions. At December 31, [removed: 2023,] [added: 2024,] the Company had accrued liabilities of [removed: $371] [added: $349] million relating to uncertain tax positions. | | |

[removed: February 14, 2024][added: | | | | 2024 | | |]

| STRYKER CORPORATION | | | | | | [removed: 2023] [added: 2024] FORM 10-K | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net sales | | | $ | [removed: 20,498] [added: 22,595] | | | | | $ | [removed: 18,449] [added: 20,498] | | | | | $ | [removed: 17,108] [added: 18,449] | |

| Cost of sales | | | [removed: 7,440] [added: 8,155] | | | | | | [removed: 6,871] [added: 7,440] | | | | | | [removed: 6,140] [added: 6,871] | | |

| Gross profit | | | $ | [removed: 13,058] [added: 14,440] | | | | | $ | [removed: 11,578] [added: 13,058] | | | | | $ | [removed: 10,968] [added: 11,578] | |

| Research, development and engineering expenses | | | [removed: 1,388] [added: 1,466] | | | | | | [removed: 1,454] [added: 1,388] | | | | | | [removed: 1,235] [added: 1,454] | | |

| Selling, general and administrative expenses | | | [removed: 7,129] [added: 7,685] | | | | | | [removed: 6,455] [added: 7,111] | | | | | | [removed: 6,427] [added: 6,386] | | |

| Amortization of intangible assets | | | [removed: 635] [added: 623] | | | | | | [removed: 627] [added: 635] | | | | | | [removed: 619] [added: 627] | | |

| Goodwill impairment | | | — | | | [removed: | | | 216 | | |] [added: (456)] | | | [removed: —] [added: (456)] | | |

| Total operating expenses | | | $ | [removed: 9,170] [added: 10,751] | | | | | $ | [removed: 8,737] [added: 9,170] | | | | | $ | [removed: 8,384] [added: 8,737] | |

| Operating income | | | $ | [removed: 3,888] [added: 3,689] | | | | | $ | [removed: 2,841] [added: 3,888] | | | | | $ | [removed: 2,584] [added: 2,841] | |

| Other income (expense), net | | | [removed: (215)] [added: (197)] | | | | | | [removed: (158)] [added: (215)] | | | | | | [removed: (303)] [added: (158)] | | |

| Earnings before income taxes | | | $ | [removed: 3,673] [added: 3,492] | | | | | $ | [removed: 2,683] [added: 3,673] | | | | | $ | [removed: 2,281] [added: 2,683] | |

| Income taxes | | | [removed: 508] [added: 499] | | | | | | [removed: 325] [added: 508] | | | | | | [removed: 287] [added: 325] | | |

| Net earnings | | | $ | [removed: 3,165] [added: 2,993] | | | | | $ | [removed: 2,358] [added: 3,165] | | | | | $ | [removed: 1,994] [added: 2,358] | |

| Basic | | | $ | [removed: 8.34] [added: 7.86] | | | | | $ | [removed: 6.23] [added: 8.34] | | | | | $ | [removed: 5.29] [added: 6.23] | |

| Diluted | | | $ | [removed: 8.25] [added: 7.76] | | | | | $ | [removed: 6.17] [added: 8.25] | | | | | $ | [removed: 5.21] [added: 6.17] | |

| Basic | | | [removed: 379.6] [added: 381.0] | | | | | | [removed: 378.2] [added: 379.6] | | | | | | [removed: 377.0] [added: 378.2] | | |

| Effect of dilutive employee stock compensation | | | [removed: 4.1] [added: 4.6] | | | | | | [removed: 4.0] [added: 4.1] | | | | | | [removed: 5.3] [added: 4.0] | | |

| Diluted | | | [removed: 383.7] [added: 385.6] | | | | | | [removed: 382.2] [added: 383.7] | | | | | | [removed: 382.3] [added: 382.2] | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net earnings | | | $ | [removed: 3,165] [added: 2,993] | | | | | $ | [removed: 2,358] [added: 3,165] | | | | | $ | [removed: 1,994] [added: 2,358] | |

| Marketable securities | | | [removed: 1] [added: —] | | | | | | [removed: (1)] [added: 1] | | | | | | [removed: 3] [added: (1)] | | |

| Pension plans | | | [removed: (59)] [added: 32] | | | | | | [removed: 186] [added: (59)] | | | | | | [removed: 104] [added: 186] | | |

| Unrealized gains (losses) on designated hedges | | | [removed: (13)] [added: (8)] | | | | | | [removed: 12] [added: (13)] | | | | | | [removed: 50] [added: 12] | | |

| Financial statement translation | | | [removed: (124)] [added: 99] | | | | | | [removed: 113] [added: (124)] | | | | | | [removed: 469] [added: 113] | | |

| Total other comprehensive income (loss), net of tax | | | $ | [removed: (195)] [added: 123] | | | | | $ | [removed: 310] [added: (195)] | | | | | $ | [removed: 626] [added: 310] | |

| Comprehensive income | | | $ | [removed: 2,970] [added: 3,116] | | | | | $ | [removed: 2,668] [added: 2,970] | | | | | $ | [removed: 2,620] [added: 2,668] | |

| STRYKER CORPORATION | | | | | | [removed: 2023] [added: 2024] FORM 10-K | | |

| | | | [added: 2024 | | | | | | | | |] 2023 | | | | | | [added: | | |] 2022 | | | [added: | | |]

| Cash and cash equivalents | | | $ | [removed: 2,971] [added: 3,652] | | | | | $ | [removed: 1,844] [added: 2,971] | |

| Marketable securities | | | [removed: 82] [added: 91] | | | | | | [removed: 84] [added: 82] | | |

| Accounts receivable, less allowance of [removed: $182 ($154] [added: $213 ($182] in [removed: 2022)] [added: 2023)] | | | [removed: 3,765] [added: 3,987] | | | | | | [removed: 3,565] [added: 3,765] | | |

| Materials and supplies | | | [removed: 1,242] [added: 1,147] | | | | | | [removed: 1,006] [added: 1,242] | | |

| Work in process | | | [removed: 330] [added: 336] | | | | | | [removed: 348] [added: 330] | | |

February 12, 2025

| | | | 25 | | |

| Goodwill and other impairments | | | 977 | | | | | | 36 | | | | | | 270 | | |

| Short-term investments | | | 750 | | | | | | — | | |

| Goodwill and other impairments | | | 977 | | | | | | 36 | | | | | | 270 | | |

| Accrued expenses and other liabilities | | | 74 | | | | | | 516 | | | | | | 156 | | |

| Purchase of short-term investments | | | (750) | | | | | | — | | | | | | — | | |

During the fourth quarter 2024 we changed the name of our “Orthopaedics and Spine” operating segment to “Orthopaedics.”

Our reportable segments and related disclosures reflect certain reclassifications of prior year amounts from our Orthopaedics segment to our MedSurg and Neurotechnology segment due to changes in our internal reporting structure.

Our estimate of the provision for sales

Short-term Investments: Short-term investments that have a maturity greater than three months and less than a year from the date of purchase primarily include time deposits, certificates of deposit, commercial paper, bonds and notes, substantially all of which are denominated in United States Dollars and are stated at cost plus accrued interest, which approximates fair value.

We expect to hold all of our short-term investments to maturity.

earnings and is included in cost of goods sold.

approach.

Assets and Liabilities Held for Sale: We classify assets and liabilities or disposal groups to be sold as held for sale in the period in which all of the following criteria are met: management, having the authority to approve the action, commits to a plan to sell the disposal group; the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal groups; an active program to locate a buyer and other actions required to complete the plan to sell the disposal group have been initiated; the sale of the disposal group is probable, and transfer of the disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the disposal group beyond one year; the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met.

Conversely, gains are not recognized on the sale of a disposal group until the sale is completed.

We assess the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held for sale and report any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the carrying value of the disposal group at the time it was initially classified as held for sale.

Upon determining that a disposal group meets the criteria to be classified as held for sale, we cease depreciation and amortization of the assets and disclose the major classes of assets and liabilities of the disposal group in the Notes to the Consolidated Financial Statements.

Refer to Note 16 for further information.

Other amounts result from

In November 2024 the Financial Accounting Standards Board (FASB) issued ASU 2024-03 (Subtopic 220-40): *Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures* which requires disaggregation of certain expense captions into specified categories in disclosures within the Notes to the Consolidated Financial Statements.

On January 1, 2024 we adopted ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*.

Refer to Note 14 for further information.

On January 1, 2023 we adopted ASU 2022-04, *Liabilities - Supplier Finance Programs: Disclosure of Supplier Finance Program Obligations*.

Refer to Note 7 for required disclosures.

In the fourth quarter 2024 we reorganized our Spine business to align with certain updates to our internal reporting structure.

The spine enabling technologies portfolio (Enabling Technologies) was reclassified to Other Orthopaedics and Spine, the interventional spine portfolio was reclassified to Neuro Cranial and the remaining Spine business was renamed to Spinal Implants.

In addition, we changed the name of our “Orthopaedics and Spine” operating segment to “Orthopaedics.” Neuro Cranial includes sales related to interventional spine of $413, $327 and $282 for 2024, 2023 and 2022.

Other Orthopaedics includes sales related to Enabling Technologies of $152, $149 and $131 for 2024, 2023 and 2022.

In the first quarter of 2024 a product line previously included in Instruments has been reclassified to Endoscopy to align with a change in our internal reporting structure.