Subject to
Completion
Preliminary Prospectus Supplement Dated November 27, 2018
PROSPECTUS SUPPLEMENT
(To
prospectus dated February 12, 2016)
STRYKER CORPORATION
% Notes due 2023
% Notes due 2027
% Notes due 2030
Floating Rate Notes due 2020
The % fixed rate notes due 2023, which we refer to as the 2023 fixed rate
notes, will mature on , 2023. The % fixed rate notes due 2027, which we refer to as the 2027
fixed rate notes, will mature on , 2027. The % fixed rate notes due 2030, which we refer to as the
2030 fixed rate notes, will mature on , 2030. We refer to the 2023 fixed rate notes, 2027 fixed rate notes and 2030 fixed rate notes collectively as the Fixed Rate Notes. The floating rate notes due
2020, which we refer to as the floating rate notes, will mature on , 2020. We refer to the floating rate notes, the 2023 fixed rate notes,
the 2027 fixed rate notes and the 2030 fixed rate notes collectively as the notes.
The floating rate notes will
bear interest at a floating rate equal to three-month EURIBOR plus %. We will pay interest on the floating rate notes
on , ,
and of each year,
beginning , 2019. We will pay interest on the 2023 fixed rate notes, the 2027 fixed rate notes and the 2030 fixed rate notes
on of each year, beginning 2019.
We may redeem any series of the notes at our option, in whole, but not in part, for cash, at any time prior to maturity 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 us to pay additional amounts as described under Description
of NotesPayment of Additional Amounts. In addition, we may redeem the 2023 fixed rate notes, the 2027 fixed rate notes or the 2030 fixed rate notes, at our option, in whole at any time or in part from time to time, for cash, prior to
maturity at the redemption prices set forth under Description of NotesOptional Redemption. The floating rate notes are not redeemable at our option, other than following a tax event as described above. If a change of control
repurchase event occurs, unless we have previously exercised our optional redemption right with respect to the applicable series, we will be required to offer to repurchase each series of the notes from the holders for cash. See Description of
NotesChange of Control.
The notes will be senior unsecured obligations of ours and will rank equally in right of
payment with all our existing and any future senior unsecured obligations. The notes will be issued only in registered book-entry form and in denominations of 100,000 and integral multiples of 1,000 thereafter.
Each series of the notes will be a new issue of securities for which there is currently no established trading market. We intend to apply
to list the notes of each series on the New York Stock Exchange (NYSE). The listing application will be subject to approval by the NYSE. We expect trading in the notes on the NYSE to begin within 30 days after the original issue date of
the notes. If such listing is obtained, we will have no obligation to maintain such listing, and we may delist any series of the notes at any time.
Investing in the notes involves risks that are described under
Risk Factors
beginning on page
S-7
of this prospectus
supplement.
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Public offering
price (1)
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Underwriting discount
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Proceeds, before
expenses, to us
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Per 2023 fixed rate note
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%
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%
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%
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Total
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Per 2027 fixed rate note
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%
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Total
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Per 2030 fixed rate note
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%
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%
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Total
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Per floating rate note
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%
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%
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%
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(1)
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Plus accrued interest, if any, from , 2018 if
settlement occurs after that date.
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Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form on or
about , 2018 through the facilities of Clearstream Banking, S.A. (Clearstream), and Euroclear Bank SA/NV, as operator of the Euroclear System
(Euroclear).
Joint Book-Running Managers
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Barclays
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BNP PARIBAS
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Goldman Sachs & Co. LLC
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J.P. Morgan
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The date of this prospectus supplement
is , 2018.