SYK Stryker Corp

On December 3, 2019, Stryker Corporation (the “Company”) completed a public offering (the “Offering”) of (i) €850,000,000 aggregate principal amount of the Company’s 0.250% Notes due 2024 (the “2024 Notes”), (ii) €800,000,000 aggregate principal amount of the Company’s 0.750% Notes due 2029 (the “2029 Notes”) and (iii) €750,000,000 aggregate principal amount of the Company’s 1.000% Notes due 2031 (the “2031 Notes” and, collectively with the 2024 Notes and 2029 Notes, the “Notes”). The Notes were offered by the Company pursuant to its Automatic Shelf Registration Statement on Form S-3 (File No. 333-229539) and the Prospectus included therein, filed with the Securities and Exchange Commission on February 7, 2019 and supplemented by the Prospectus Supplement dated November 25, 2019.

The Notes were issued under an Indenture, dated January 15, 2010 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the Nineteenth Supplemental Indenture, the Twentieth Supplemental Indenture and the Twenty-First Supplemental Indenture, each dated December 3, 2019, between the Company and the Trustee (collectively, the “Supplemental Indentures” and the Base Indenture as so supplemented the “Indenture”).

The 2024 Notes will bear interest at a rate of 0.250% per year, the 2029 Notes will bear interest at a rate of 0.750% per year and the 2031 Notes will bear interest at a rate of 1.000% per year. Interest on each of the 2024 Notes and the 2031 Notes is payable on December 3 of each year, commencing on December 3, 2020. Interest on the 2029 Notes is payable on March 1 of each year, commencing on March 1, 2021. The 2024 Notes will mature on December 3, 2024, the 2029 Notes will mature on March 1, 2029 and the 2031 Notes will mature on December 3, 2031.

The Company will be required to redeem the 2024 Notes and the 2031 Notes in whole and not in part at a special mandatory redemption price equal to 101% of the aggregate principal amount of such series, plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption date, if the Company does not consummate the tender offer in connection with the acquisition of Wright Medical Group N.V. (“Wright”) on or prior to February 4, 2021, or if, at any time prior to such date, the Company notifies the Trustee in writing that the purchase agreement for the acquisition of Wright has been terminated. The 2029 notes are not subject to the special mandatory redemption and will remain outstanding (unless otherwise redeemed) even if the tender offer in connection with the acquisition of Wright is not consummated on or prior to February 4, 2021.

The Company may redeem any series of the Notes at its option, in whole, but not in part, for cash, at any time prior to their respective maturities at a price equal to 100% of the outstanding principal amount of such Notes, plus accrued and unpaid interest to, but not including, the redemption date, if certain tax events occur that would obligate the Company to pay additional amounts as described in the Indenture. In addition, the Company may redeem each of the 2024 Notes, 2029 Notes and 2031 Notes prior to their respective maturities at the Company’s option for cash, any time in whole or from time to time in part, at redemption prices that include accrued and unpaid interest and the applicable make-whole premium, as specified in the Indenture. However, no make-whole premium will be paid for redemption of the 2024 Notes, 2029 Notes and 2031 Notes on or after the respective par call dates specified in the Indenture.

The public offering price of the 2024 Notes was 99.634% of the principal amount, the public offering price of the 2029 Notes was 99.848% of the principal and the public offering price of the 2031 Notes was 99.171% of the principal amount. The Company expects to receive net proceeds of approximately €2,376 million (or $2,621 million based on an exchange rate of €1 to $1.1029 on November 22, 2019, as published by the U.S. Federal Reserve Board), after deducting the underwriting discount and its expenses related to the Offering. The Company intends to use the net proceeds from the offering, together with other financing and/or cash on hand, to consummate the acquisition of Wright and pay related fees and expenses, with any remainder to be used for general corporate purposes.

The Company may issue additional debt from time to time pursuant to the Indenture. The Indenture contains covenants that limit the Company’s ability to, among other things, incur certain liens securing indebtedness, engage in certain sale and leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of the Company’s assets. Subject to certain limitations, in the event of the occurrence of both (1) a change of control of the Company and (2) a downgrade of the Notes below investment grade rating by both Moody’s Investors’ Services, Inc. and Standard & Poor’s Ratings Services within a specified time period, the

Company will be required to make an offer to purchase the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but not including, the date of repurchase.

The foregoing description of the Base Indenture and the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, which are filed as Exhibits 4.1, 4.2, 4.3 and 4.4 hereto, respectively, and incorporated herein by reference.