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What changed in Stryker Corporation's 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of Stryker Corporation's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+239 added233 removedSource: 10-K (2026-02-11) vs 10-K (2025-02-12)

Top changes in Stryker Corporation's 2025 10-K

239 paragraphs added · 233 removed · 168 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

30 edited+25 added18 removed19 unchanged
Biggest changeIn addition, we changed the name of our “Orthopaedics and Spine” operating segment to “Orthopaedics.” Quarterly Net Sales - Enabling Technologies 2024 2023 2022 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 2024 2023 2022 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 2024 2023 2022 Mar 31 $ 171 $ 176 $ 183 Jun 30 $ 178 $ 181 $ 193 Sep 30 $ 186 $ 180 $ 182 Dec 31 $ 172 $ 176 $ 175 Total $ 707 $ 713 $ 733 Net Sales by Reportable Segment 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 Total $ 22,595 100 % $ 20,498 100 % $ 18,449 100 % MedSurg and Neurotechnology MedSurg products include surgical equipment, patient and caregiver safety technologies, and navigation systems (Instruments), endoscopic and communications systems (Endoscopy), and patient handling, emergency medical equipment, intensive care disposable products and clinical communication and artificial intelligence-assisted virtual care platform technology (Medical).
Biggest changeNet Sales by Reportable Segment 2025 2024 2023 MedSurg and Neurotechnology $ 15,647 62 % $ 13,518 60 % $ 12,163 59 % Orthopaedics 9,469 38 9,077 40 8,335 41 Total $ 25,116 100 % $ 22,595 100 % $ 20,498 100 % MedSurg and Neurotechnology MedSurg and Neurotechnology products include surgical equipment, patient and caregiver safety technologies, and navigation systems (Instruments), endoscopic and communications systems (Endoscopy), and patient handling, emergency medical equipment, intensive care disposable products, clinical communication and artificial intelligence- assisted virtual care platform technology (Medical), minimally invasive products for the treatment of acute ischemic and hemorrhagic stroke and venous thromboembolism (Vascular) and a comprehensive line of products for traditional brain and open skull-based surgical procedures, orthobiologic and biosurgery products, including synthetic bone grafts and vertebral augmentation products (Neuro Cranial).
Our company values of integrity, accountability, people and performance are a key component of that mission. Our people, as one of our core values, continue to be a key focus. Our success depends on our ability to attract the best talent. To do so, we continue to focus on creating and maintaining a great workplace.
Our company values of integrity, accountability, people and performance are a key component of that mission. Our people, as one of our core values, continue to be a key focus. Our success depends on our ability to attract the best talent. To do so, we continue to focus on establishing and maintaining a great workplace.
More than 90% of our employees participate in our annual engagement survey, which provides a valued platform for listening and allows us to take action based on the feedback collected. We supplement our annual engagement survey with targeted pulse surveys to gather feedback on topics relevant to the current climate.
More than 90% of our employees participate in our annual engagement survey, which provides a valued platform for listening and allows us to act on the feedback collected. We supplement our annual engagement survey with targeted pulse surveys to gather feedback on topics relevant to the current climate.
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 & Johnson Medtech, Terumo Corporation and Penumbra, Inc.
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 Vascular and Neuro Cranial; the other four being Medtronic, Johnson & Johnson MedTech, Terumo Corporation and Penumbra, Inc.
Extended transition timelines were published in 2023 which range from May 2026 through December 2028 depending on the type of device and our implementation is on track to meet these timelines. Initiatives to limit the growth of general healthcare expenses and hospital costs are ongoing in the markets we do business.
Extended transition timelines were published in 2023 which range from May 2026 through December 2028 depending on the type of device and we are on track to meet these timelines. Initiatives to limit the growth of general healthcare expenses and hospital costs are ongoing.
Employees On December 31, 2024 we had approximately 53,000 employees globally, with approximately 27,000 employees in the United States. Our talented employees are an integral reason for our standing as a global leader in medical technologies where, together with our customers, we are driven to make healthcare better.
Employees On December 31, 2025 we had approximately 56,000 employees globally, with approximately 28,000 employees in the United States. Our talented employees are an integral reason for our standing as a global leader in medical technologies where, together with our customers, we are driven to make healthcare better.
Environment We are subject to various rules and regulation in the United States and internationally related to the protection of human health and the environment. Our operations involve the use of substances regulated under environmental laws, primarily in manufacturing and sterilization processes.
Any resulting investigations and prosecutions potentially carry the risk of significant civil and criminal penalties. Environment We are subject to various rules and regulation in the United States and internationally related to the protection of human health and the environment. Our operations involve the use of substances regulated under environmental laws, primarily in manufacturing and sterilization processes.
These initiatives are sponsored by government agencies, legislative bodies and the private sector and include price regulation and competitive pricing. It is not possible to predict at this time the long-term impact of such cost containment measures on our future business.
These initiatives are sponsored by government agencies, legislative bodies and the private sector and include price regulation and competitive pricing. It is not possible to predict the long-term impact of such cost containment measures on our future business. In addition, business practices in the healthcare industry are scrutinized, particularly in the United States, by federal and state government agencies.
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 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.
Our products are sold in approximately 61 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 artificial intelligence-assisted virtual care platform technology; products for traditional brain and open skull- based surgical procedures; minimally invasive products for the treatment of acute ischemic and hemorrhagic stroke and venous thromboembolism; implants used in joint replacement and trauma surgeries; Mako robotic-arm assisted technology ; as well as other products used in a variety of medical specialties.
We also provide tools and resources that enable managers and teams to act on the insights we gain from our surveys and to drive employee engagement and strong business outcomes.
We also provide tools and resources that enable managers and teams to act on the insights we gain from our surveys and to drive employee engagement and strong business outcomes. Inclusion We believe our individual strengths, experiences, and perspectives are essential for delivering on our mission.
In the United States the Medical Device Amendments of 1976 to the Federal Food, Drug and Cosmetic Act and its subsequent amendments and the regulations issued and proposed thereunder provide for federal regulation by the United States Food and Drug Administration (FDA) of the design, manufacture and marketing of medical devices, including most of our products.
In the United States the Medical Device Amendments of 1976 to the Federal Food, Drug and Cosmetic Act and its subsequent Dollar amounts in millions except per share amounts or as otherwise specified. 3 STRYKER CORPORATION 2025 FORM 10-K amendments and the regulations issued and proposed thereunder provide for federal regulation by the United States Food and Drug Administration (FDA) of the design, manufacture and marketing of medical devices, including most of our products.
Financial information regarding our reportable business segments and certain geographic information is included under "Consolidated Results of Operations" in Item 7 of this report and Note 14 to our Consolidated Financial Statements. In the fourth quarter 2024 we reorganized our Spine business to align with certain updates to our internal reporting structure.
Financial information regarding our reportable business segments and certain geographic information is included under "Consolidated Results of Operations" in Item 7 of this report and Note 14 to our Consolidated Financial Statements.
The craniomaxillofacial implant offering includes cranial, maxillofacial and chest wall devices as well as dural substitutes and sealants. We are one of five leading global competitors in Instruments; the other four being Zimmer Biomet Holdings, Inc. (Zimmer), Medtronic plc (Medtronic), Johnson & Johnson MedTech (a subsidiary of Johnson & Johnson) and ConMed Linvatec, Inc. (a subsidiary of CONMED Corporation).
We are one of five leading global competitors in Instruments; the other four being Zimmer Biomet Holdings, Inc. (Zimmer), Medtronic plc (Medtronic), Johnson & Johnson MedTech (a subsidiary of Johnson & Johnson) and ConMed Linvatec, Inc. (a subsidiary of CONMED Corporation).
Our 1788 Camera platform features several enhancements for a broader range of clinical applications and specialties, including urology, neurology and ear, nose and throat and can be used to visualize indocyanine green and Cytalux.
Endoscopy continued to deliver its 4K 1788 Camera platform to the market in addition to the launch of the Connected OR IP BRAVoE integration portfolio. Our 1788 Camera platform features several enhancements for a broader range of clinical applications and specialties, including urology, neurology, ear, nose, throat and arthroscopy and can be used to visualize indocyanine green and CYTALUX.
Patents and Trademarks Patents and trademarks are significant to our business to the extent that a product or an attribute of a product represents a unique design or process. Patent protection of such products restricts competitors from duplicating these unique designs and features. We seek to obtain patent protection on our products whenever appropriate for protecting our competitive advantage.
Substantially all products we manufacture are stocked in inventory, while certain MedSurg products are assembled to order. Patents and Trademarks Patents and trademarks are significant to our business to the extent that a product or an attribute of a product represents a unique design or process. Patent protection of such products restricts competitors from duplicating these unique designs and features.
We are required to comply with the unique regulatory requirements of each country in which we market and sell our products.
Regulation Our businesses are subject to varying degrees of governmental regulation in the countries in which we operate, and the general trend is toward increasingly stringent regulation. We are required to comply with the unique regulatory requirements of each country in which we market and sell our products.
Competition In each of our product lines we compete with local and global companies. The development of innovative products is important to our success in all areas of our business. Competition in research involving the development and improvement of new and existing products and processes is particularly significant.
The development of innovative products is important to our success in all areas of our business. Competition in research involving the development and improvement of new and existing products and processes is particularly significant. The competitive environment requires substantial investments in continuing research and maintaining sales forces.
Medical launched the LIFEPAK 35 monitor/defibrillator, our next generation platform designed to optimize care with new clinical features such as the new Glasgow 30.4 algorithm, cprINSIGHT, 15-lead monitoring capabilities, and STJ insight and mapping. LIFEPAK 35 combines a modern intuitive touch screen display and increased processing power with Bluetooth and WiFi data connectivity.
The Connected OR IP BRAVoE launch expands the connected capabilities of iSuite. Medical continued the global launch of the LIFEPAK 35 monitor/ defibrillator, our next generation platform designed to optimize care with new clinical features such as the new Glasgow 30.4 algorithm, cprINSIGHT , 15-lead monitoring capabilities, and STJ insight and mapping.
Neurovascular initiated a targeted launch of the Surpass Elite Flow Diverting Stent (FDS) in the U.S. and South Korea. Surpass Elite FDS is designed to reduce thrombin generation when compared to unmodified stents. Additionally, Neurovascular launched Surpass Evolve FDS in Japan.
Additionally, Vascular accelerated the launch of the Surpass Elite Flow Diverting Stent (FDS) in the United States, Europe, and parts of Asia-Pacific. Surpass Elite FDS is designed to reduce thrombin generation when compared to unmodified stents .
Seasonality Our business is generally not seasonal in nature; however, the number of orthopaedic implant surgeries is typically lower in the Dollar amounts in millions except per share amounts or as otherwise specified. 2 STRYKER CORPORATION 2024 FORM 10-K summer months, and sales of capital equipment are generally higher in the fourth quarter.
Seasonality Our business is generally not seasonal in nature; however, the number of orthopaedic implant surgeries is typically lower in the summer months, and sales of capital equipment are generally higher in the fourth quarter. Competition In each of our product lines we compete with local and global companies.
The competitive environment requires substantial investments in continuing research and maintaining sales forces. We believe our commitment to innovation, quality and service and our reputation differentiates us in the highly competitive product categories in which we operate and enables us to compete effectively.
We believe our commitment to innovation, quality and service and our reputation differentiates us in the highly competitive product categories in which we operate and enables us to compete effectively. We believe that our competitive position in the future will depend largely on our ability to develop new products and make improvements to existing products.
Composition of Orthopaedics Net Sales 2024 2023 2022 Knees $ 2,447 27 % $ 2,273 27 % $ 1,997 26 % Hips 1,704 19 1,544 18 1,413 19 Trauma and Extremities 3,507 39 3,147 38 2,807 37 Spinal Implants 707 8 713 9 733 10 Other 712 8 658 8 606 8 Total $ 9,077 100 % $ 8,335 100 % $ 7,556 100 % In 2024 we continued the full commercial launch of our Triathlon Hinge revision knee system.
Composition of Orthopaedics Net Sales 2025 2024 2023 Knees $ 2,656 28 % $ 2,447 27 % $ 2,273 27 % Hips 1,865 20 1,704 19 1,544 18 Trauma and Extremities 3,948 42 3,507 39 3,147 38 Spinal Implants 185 2 707 8 713 9 Other 815 9 712 8 658 8 Total $ 9,469 100 % $ 9,077 100 % $ 8,335 100 % In 2025 we continued to expand the global footprint of Mako SmartRobotics, which is now available in more than 45 countries.
Our proxy statement provides more detail on the competitive compensation programs we offer to our executive officers. Information about our Executive Officers As of January 31, 2025 Name Age Title First Became an Executive Officer Kevin A. Lobo 59 Chair, Chief Executive Officer and President 2011 Yin C. Becker 61 Vice President, Chief Corporate Affairs Officer 2016 William E.
Most of our employees also have variable compensation components that reward employees based on individual, business unit and/or company-wide performance. Our proxy statement provides more detail on the competitive compensation programs we offer to our executive officers. Information about our Executive Officers As of January 31, 2026 Name Age Title First Became an Executive Officer Kevin A.
Each of our executive officers held the position above or served Stryker in various executive or administrative capacities for at least five years. Available Information Our main corporate website address is www.stryker.com. The information on our website is not incorporated by reference into this report.
While at Stryker, Ms. Montagnino previously served as Vice President, Global Communications. Available Information Our main corporate website address is www.stryker.com. The information on our website is not incorporated by reference into this report.
On December 31, 2024 we owned approximately 5,600 United States patents and approximately 8,600 patents in other countries.
We seek to obtain patent protection on our products whenever appropriate for protecting our competitive advantage. On December 31, 2025 we owned approximately 5,600 United States patents and approximately 9,000 patents in other countries.
The Stryker FDS platform is designed to effectively treat aneurysms by redirecting blood flow away from the aneurysm to promote healing. Orthopaedics Orthopaedics products primarily include implants used in total joint replacements, such as hip, knee and shoulder, and trauma and extremities surgeries.
Neuro Cranial launched OptaBlate BVN in 2025 which is a radiofrequency nerve ablation system used to access and ablate the basivertebral nerve to treat vertebrogenic pain. Orthopaedics Orthopaedics products primarily include implants used in total joint replacements, such as hip, knee and shoulder, ankle, and trauma and extremities surgeries.
These combined solutions empower Stryker to deliver a complete portfolio across all trauma segments. Raw Materials and Inventory Raw materials essential to our business are generally readily available from multiple sources; however, certain of our raw materials are currently sourced from single suppliers. Substantially all products we manufacture are stocked in inventory, while certain MedSurg products are assembled to order.
Full commercial launch in the United States is planned for the first quarter of 2026. Raw Materials and Inventory Raw materials essential to our business are generally readily available from multiple sources; however, certain of our raw materials are currently sourced from single suppliers.
Dollar amounts in millions except per share amounts or as otherwise specified. 1 STRYKER CORPORATION 2024 FORM 10-K Composition of MedSurg and Neurotechnology Net Sales 2024 2023 2022 Instruments $ 2,834 21 % $ 2,534 21 % $ 2,245 21 % Endoscopy 3,389 25 3,068 25 2,759 25 Medical 3,852 28 3,459 28 3,031 28 Neurovascular 1,307 10 1,226 11 1,200 11 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.
Composition of MedSurg and Neurotechnology Net Sales 2025 2024 2023 Instruments $ 3,183 20 % $ 2,834 21 % $ 2,534 21 % Endoscopy 3,807 24 3,389 25 3,068 25 Medical 4,204 27 3,852 28 3,459 28 Vascular 1,968 13 1,307 10 1,226 11 Neuro Cranial 2,485 16 2,136 16 1,876 15 Total $ 15,647 100 % $ 13,518 100 % $ 12,163 100 % In 2025 Instruments launched Steri-Shield 8 which is a lighter, more comfortable, and more customizable operating room personal protection system, with improved visibility, cooling, and battery performance versus prior generations.
We regularly evaluate our compensation and benefit offerings and levels, using recognized outside consulting firms to ensure internal fairness and competitiveness in our offerings. Most of our employees also have variable components to their compensation packages that reward employees based on individual, business unit and/or company-wide performance.
We regularly evaluate Dollar amounts in millions except per share amounts or as otherwise specified. 4 STRYKER CORPORATION 2025 FORM 10-K our compensation and benefit offerings and levels, using recognized outside consulting firms to ensure internal fairness and competitiveness in our offerings.
Berry Jr. 59 Vice President, Chief Accounting Officer 2014 Glenn S. Boehnlein 63 Vice President, Chief Financial Officer 2016 M. Kathryn Fink 55 Vice President, Chief Human Resources Officer 2016 Robert S. Fletcher 54 Vice President, Chief Legal Officer 2019 Viju S. Menon 57 Group President, Global Quality and Operations 2018 J.
Lobo 60 Chair and Chief Executive Officer 2011 William E. Berry Jr. 60 Vice President, Chief Accounting Officer 2014 Dylan B. Crotty 49 Group President, Orthopaedics 2026 M. Kathryn Fink 56 Vice President, Chief Human Resources Officer 2016 Robert S.
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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.
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In addition, we completed the acquisition of Guard Medical Inc., whose primary focus is on Negative Pressure Wound Therapy for surgical patients. The acquisition of Guard Medical, Inc. is complementary to our Orthopaedic Instruments business as we continue to focus on the surgical wound care market.
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Neurotechnology includes neurosurgical, neurovascular and craniomaxillofacial implant products.
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LIFEPAK 35 combines a modern intuitive touch screen display and increased processing power with Bluetooth and WiFi data connectivity.
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Our neurotechnology offering includes products used for minimally invasive endovascular procedures; a comprehensive line of products for traditional brain and open skull based surgical procedures; orthobiologic and biosurgery products, including synthetic bone grafts and vertebral augmentation products (Neuro Cranial); and minimally invasive products for the treatment of acute ischemic and hemorrhagic stroke (Neurovascular).
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We also launched the Vocera Sync Badge this year, a trusted clinician handsfree communication endpoint that provides real-time communication and alerts while extending Smart Hospital workflows directly into Dollar amounts in millions except per share amounts or as otherwise specified. 2 STRYKER CORPORATION 2025 FORM 10-K daily clinical practice.
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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.
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Medical also completed the acquisition of Advanced Medical Balloons (AMB), an indwelling fecal management system that specializes in solutions that help enhance care delivery by combining intelligent design with the exceptional properties of ultra-thin polyurethane.
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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.
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AMB Medical adds complementary technology to the Stryker Sage incontinence portfolio and will help address problems in the market that include hospital-acquired infections, pressure injuries, staff satisfaction and retention. In 2025 we changed the name of our Neurovascular business to Vascular with the acquisition of Inari Medical, Inc.
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Medical also completed the acquisition of care.ai, a virtual care and ambient intelligence solutions platform. care.ai adds complementary technology that is expected to integrate seamlessly with the Vocera platform (Vocera) and Stryker’s devices, providing customers with an enterprise-wide ecosystem that is intended to deliver dynamic clinical workflows and further the development of smart care facilities.
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(Inari) whose product portfolio includes minimally invasive products for the treatment of venous thromboembolism. Neurovascular and Inari are jointly now Vascular . Vascular launched the Broadway System in the United States, a fully integrated stroke solution that provides a new level of access and support in large- and super- bore catheter procedures.
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Triathlon Hinge received approval in August of 2023 and is now released in the U.S., Ca nada and New Zealand.
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To date, over one million robotic Mako Total Knee procedures and more than two million robotic procedures across Mako Total Knee, Mako Total Hip, and Mako Partial Knee have been performed worldwide. 2025 also marked a significant period of product launches and new application development.
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We also continued delivering growth in total hip arthroplasty, particularly in the primary segment where Direct Anterior Reconstructive Technology and Mako Total Hip can help to reduce, if not eliminate, a surgeon's use of intraoperative fluoroscopy during direct anterior hip procedures.
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Most notably, we introduced the Mako 4 platform, a meaningful advancement for both newly established and existing Mako sites. This platform is built around our Q‑Guidance system—an advanced guidance technology designed to enable new hardware and software capabilities across a broad range of subspecialties.
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With the acquisition of SERF SAS, we strengthened distribution in key European markets and continue to scale differentiated solutions such as the Novae monolithic dual mobility cup engineered to deliver greater hip stability and reduce dislocation risk. We continued to expand our global footprint of Mako SmartRobotics™ in 2024 which is now sold in more than 45 countries.
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The first application released on the Mako 4 platform is the Total Hip Advanced Primary and Revision application. We received 510(k) clearance for Mako Total Hip with Advanced Primary and Revision with full market release in the third quarter of 2025. Complex primary and revision total hip arthroplasty procedures often present challenges such as bone loss and absent anatomical landmarks.
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To date more than one million robotic Mako Total Knees and 1.5 million robotic procedures across Total Hips, Total Knees and Partial Knees have been performed globally. Stryker’s Joint Replacement division also launched the “Scan. Plan. Mako Can.” direct to patient campaign, accelerating awareness of Mako technology in the U.S.
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With our advanced Mako Total Hip solution, we aim to extend the benefits of Mako SmartRobotics™ to simplify these demanding cases. Mako Total Hip with Advanced Primary and Revision represents Stryker’s first-to- market, robotically enabled revision hip arthroplasty procedure. We also introduced Mako Shoulder, which expands the SmartRobotics suite of applications.
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Our spine enabling technologies portfolio includes best in class imaging solutions, image-guided surgical technology, patient specific implants and digital health solutions supporting surgeons and their patients throughout the continuum of care.
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Mako Shoulder integrates three market-leading technologies: Tornier implants, Blueprint planning software, and Mako SmartRobotics. The application offers haptically guided preparation for Tornier Perform Reversed Glenoid and Tornier Reversed Augmented Glenoid implants for primary shoulder arthroplasty. We completed the first Mako Shoulder cases in 2024, and the application remained in limited market release throughout 2025.
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In December 2024 we performed our first Mako Shoulder procedure using robotic-arm assistance to remove bone, prepare the glenoid surface and enable positioning and placement of the Perform Reversed Glenoid implant. In 2024 Trauma launched Pangea, a comprehensive variable angle plating portfolio designed to optimize plate fit to bone utilizing simple, intuitive instrumentation that enhances ease of use and reproducibility.
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By caring for each other, we foster a culture where everyone feels heard and valued. How we work together is critical to our success, and we believe it takes everyone. Every voice. Every person. Every connection. Attracting and Hiring We understand that every employee drives our success.
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We believe that our competitive position in the future will depend to a large degree on our ability to develop new products and make improvements to existing products. Regulation Our businesses are subject to varying degrees of governmental regulation in the countries in which we operate, and the general trend is toward increasingly stringent regulation.
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Fletcher 55 Vice President, Chief Legal Officer 2019 Debra King 54 Vice President, Chief Digital and Information Officer 2025 Viju S. Menon 58 Group President, Global Quality and Operations 2018 Kimberly A. Montagnino 38 Vice President, Chief Communications Officer 2025 J. Andrew Pierce 52 Group President, MedSurg and Neurotechnology 2021 Spencer S.
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In addition, business practices in the healthcare industry are scrutinized, particularly in the United States, by federal and state government agencies. Any resulting investigations and prosecutions potentially carry the risk of significant civil and criminal penalties.
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Stiles 49 President and Chief Operating Officer 2021 Preston W. Wells 49 Vice President, Chief Financial Officer 2025 Each of our executive officers held the position above or served Stryker in various executive or administrative capacities for at least five years, except for Ms. King and Ms. Montagnino. Prior to joining Stryker in May 2025, Ms.
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Dollar amounts in millions except per share amounts or as otherwise specified. 3 STRYKER CORPORATION 2024 FORM 10-K Diversity, Equity and Inclusion (DE&I) An essential part of our culture is respecting each individual’s strengths and values. Building on this foundation, we are focused on maintaining an inclusive, engaging work environment in keeping with our values of integrity and people.
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King served as the Chief Technology Officer at Bunge for two years and as the Chief Information Officer at Corteva, Inc. from 2017 to 2021. Prior to joining Stryker in June 2024, Ms. Montagnino held multiple corporate affairs leadership roles with Johnson & Johnson during the previous eight years, most recently as Senior Director, Communications Johnson & Johnson MedTech .
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Our DE&I strategy is centered around these three commitments: • Strengthen the diversity of our workforce • Advance a culture of inclusion, engagement and belonging • Maximize the power of inclusion to drive innovation and growth We are advancing our commitments through the following actions, among others: • Increasing access to talent through strategic partnerships and campaigns • Growing and engaging talent with a range of opportunities to learn and develop • Aligning our employee resource groups, which are open to all employees, to focus on creating community and belonging Attracting and Hiring We understand that every employee drives our success.
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Forward-Looking Statements This report contains statements that are not historical facts and are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current projections about operations, industry conditions, financial condition and liquidity.
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Andrew Pierce 51 Group President, MedSurg and Neurotechnology 2021 Spencer S.
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Words that identify forward-looking statements include, without limitation, words such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "goal," "strategy" and words and terms of similar substance used in connection with any discussion of future operating or financial performance, an acquisition or our businesses.
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Stiles 48 Group President, Orthopaedics 2021 Each of our executive officers was elected by our Board of Directors to serve in the office indicated until the first meeting of the Board of Directors following the annual meeting of shareholders in 2025 or until a successor is chosen and qualified or until his or her resignation or removal.
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In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Those statements are not guarantees and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results could differ materially and adversely from these forward-looking statements, historical experience or our present expectations.
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Some important factors that could cause our actual results to differ from our expectations in any forward-looking statements include: • weakening of economic conditions, or the anticipation thereof, that could adversely affect the level of demand for our products; • geopolitical risks, including from international conflicts and tariffs, which could, among other things, lead to increased market volatility; • pricing pressures generally, including cost-containment measures that have adversely affected and could in the future adversely affect the price of or demand for our products; • changes in foreign currency exchange markets; • legislative and regulatory actions; • unanticipated issues arising in connection with clinical studies and otherwise that affect approval of new products by the FDA and foreign regulatory agencies; • inflationary pressures; • increased interest rates or interest rate volatility; • supply chain disruptions; • changes in labor markets; • changes in coverage and reimbursement levels from third- party payors; • changes in the competitive environment; • breaches, failures 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; • a significant increase in product liability claims; • the ultimate total cost with respect to recall-related and other regulatory and quality matters; • the impact of investigative and legal proceedings and compliance risks; • resolution of tax audits; • changes in tax laws and regulations; • the impact of legislation to reform the healthcare system in the United States or other countries; • costs to comply with medical device regulations; • changes in financial markets; • changes in our credit ratings; • our ability to integrate and realize the anticipated benefits of acquisitions in full or at all or within the expected timeframes, including our acquisition of Inari Medical, Inc.
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("Inari"); • our ability to realize any anticipated cost savings; • potential negative impacts resulting from climate change or other environmental, social and governance and sustainability related matters; • the impact on our operations and financial results of any public health emergency and any related policies and actions by governments or other third parties; and • other risks detailed in our filings with the SEC.
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While we believe that the assumptions underlying such forward- looking statements are reasonable, there can be no assurance that future events or developments will not cause such statements to be inaccurate.
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All forward-looking statements Dollar amounts in millions except per share amounts or as otherwise specified. 5 STRYKER CORPORATION 2025 FORM 10-K contained in this report are qualified in their entirety by this cautionary statement.
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We expressly disclaim any intention or obligation to publicly update or revise any forward-looking statement to reflect any change in our expectations or in events, conditions or circumstances on which those expectations may be based, or that affect the likelihood that actual results will differ from those contained in the forward-looking statements Trademarks All trademarks or trade names referred to in this report are the property of the Company, or, to the extent trademarks or trade names belonging to other companies are referenced in this report, the property of their respective owners.
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Solely for convenience, the trademarks and trade names in this report are referred to without the ® and ™ symbols, but such references should not be construed as any indicator that the Company or, to the extent applicable, their respective owners will not assert, to the fullest extent under applicable law, the Company’s or their rights thereto.
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We do not intend the use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

52 edited+13 added16 removed93 unchanged
Biggest changeWe could be negatively impacted by future changes in the allocation of income to each of the income tax jurisdictions in which we operate: We operate in multiple income tax jurisdictions both in the United States and internationally. Accordingly, our management must determine the appropriate allocation of income to each jurisdiction based on current interpretations of complex income tax regulations.
Biggest changeThese tax law changes and any additional contemplated tax law changes could impact tax expense in future periods. We could be negatively impacted by future changes in the allocation of income to each of the income tax jurisdictions in which we operate: We operate in multiple income tax jurisdictions both in the United States and internationally.
Pandemics and public health emergencies, and the fear thereof, have in the past materially adversely affected and could in the future materially adversely affect, our operations, supply chain, manufacturing, product distribution, customers and other business activities: In connection with prior pandemics, governmental authorities and private enterprises implemented, and may in the future implement in connection with another pandemic or public health emergency (or in response to the fear thereof), measures, such as travel bans and restrictions, quarantines, shelter-in-place orders and shutdowns.
Pandemics and public health emergencies, and the fear thereof, have in the past materially adversely affected and could in the future materially adversely affect, our operations, supply chain, manufacturing, product distribution, customers and other business activities: Pandemics and public health emergencies, and the fear thereof, have in the past materially adversely affected and could in the future materially adversely affect, our operations, supply chain, manufacturing, product distribution, customers and other business activities: In connection with prior pandemics, governmental authorities and private enterprises implemented, and may in the future implement in connection with another pandemic or public health emergency (or in response to the fear thereof), measures, such as travel bans and restrictions, quarantines, shelter-in-place orders and shutdowns.
BUSINESS AND OPERATIONAL RISKS 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 the risk of product shortages and unanticipated increases in prices, whether due to inflationary pressure, regulatory changes, litigation exposure, geopolitical tensions or otherwise.
BUSINESS AND OPERATIONAL RISKS 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 the risk of product shortages and unanticipated increases in prices, whether due to inflationary pressure, regulatory changes, litigation exposure, tariffs, geopolitical tensions or otherwise.
Our existing competitors and new market entrants may respond more quickly to or integrate new or emerging technologies such as robotics, artificial intelligence and machine learning in their product offerings, undertake more extensive marketing campaigns, have greater access to clinical information to support ongoing product position in the market, have greater financial, marketing and other resources or be more successful in attracting potential customers, employees and strategic partners.
Our existing competitors and new market entrants may respond more quickly to or integrate new or emerging technologies such as robotics, artificial intelligence (AI) and machine learning in their product offerings, undertake more extensive marketing campaigns, have greater access to clinical information to support ongoing product position in the market, have greater financial, marketing and other resources or be more successful in attracting potential customers, employees and strategic partners.
As new privacy-related laws and regulations are implemented, the time and resources needed for us to comply with such laws and regulations, as well as our potential liability for non-compliance and reporting obligations in the case of data breaches, have increased and may further increase.
As new privacy-related laws and AI-related regulations are implemented, the time and resources needed for us to comply with such laws and regulations, as well as our potential liability for non-compliance and reporting obligations in the case of data breaches, have increased and may further increase.
We have principal manufacturing and distribution facilities in the United States in Arizona, California, Florida, Illinois, Indiana, Michigan, Minnesota, New Jersey, Puerto Rico, Tennessee, Texas, Utah, Virginia and Washington, and outside the United States in China, France, Germany, Ireland, Mexico, the Netherlands, Poland, Switzerland and Turkey.
We have principal manufacturing and distribution facilities in the United States in Arizona, California, Florida, Illinois, Indiana, Michigan, Minnesota, New Jersey, Puerto Rico, Tennessee, Texas, Utah and Washington, and outside the United States in China, France, Germany, Ireland, Mexico, the Netherlands, Poland, Switzerland and Turkey.
Additionally, if we are unable to maintain an inclusive culture that aligns our diverse workforce with our mission and values, it could adversely impact our ability to recruit, hire, develop and retain key talent.
Additionally, if we are unable to maintain an inclusive culture that aligns our workforce with our mission and values, it could adversely impact our ability to recruit, hire, develop and retain key talent.
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.
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 products and we continue to explore further use cases.
If sole-source suppliers or service providers are unable or unwilling to deliver these materials or services as a result of financial difficulties, 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 suffer, possibly materially.
If sole-source suppliers or service providers are unable or unwilling to deliver these materials or services as a result of financial difficulties, business disruptions, acquisition by a third party, natural disasters, embargoes, tariffs 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 suffer, possibly materially.
For example, in the past we experienced limited product availability due to an electronic components shortage in certain product lines. If a similar shortage occurs in the future with respect to 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.
For example, in the past we have experienced limited product availability due to an electronic component shortage in certain product lines. If a similar shortage occurs in the future with respect to 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.
MARKET RISKS We have exposure to exchange rate fluctuations on cross border transactions and translation of local currency results into United States Dollars: We report our financial results in United States Dollars and approximately 25% of our net sales are denominated in foreign currencies, including the Australian Dollar, British Pound, Canadian Dollar, Euro and Japanese Yen.
MARKET RISKS We have exposure to exchange rate fluctuations on cross border transactions and translation of local currency results into United States Dollars: We report our financial results in United States Dollars and approximately 24% of our net sales are denominated in foreign currencies, including the Australian Dollar, British Pound, Canadian Dollar, Euro and Japanese Yen.
The European Product Liability Directive was revised in 2024 and will become fully adopted into each member state’s national laws by 2026. The revised Product Liability Directive and Collective Redress Directive exposes us to additional litigation risks and could result in significant legal expenses.
The European Product Liability Directive was revised in 2024 and will become fully adopted into each member state’s national laws by December 9, 2026. The revised Product Liability Directive and Collective Redress Directive exposes us to additional litigation risks and could result in significant legal expenses.
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 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.
Further, our remote and hybrid work practices, and ability to provide flexible and alternative work arrangements 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 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.
We are subject to pricing pressures as a result of cost containment measures in the United States and other countries and other 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.
We are subject to pricing pressures as a result of cost containment measures in the United States and other countries and other 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 and gaining increased attention 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 coverage or reimbursement levels and medical procedure volumes and government laws and regulations relating to sales and promotion, reimbursement and pricing generally.
Pricing pressure has also increased due to pressures on healthcare budgets, continued consolidation among healthcare providers, trends toward managed care, the shift toward governments becoming the primary payers of healthcare expenses, reduction in coverage or reimbursement levels and medical procedure volumes and government laws and regulations relating to sales and promotion, reimbursement and pricing generally.
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.
The success of our products and services depends on, among other things, our ability to properly identify customer needs and predict future needs, including connectivity solutions; 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.
We operate in a highly competitive industry in which competition 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 innovation, new product development and improvement of existing products.
We operate in a highly competitive industry in which competition 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 innovation, new product development and improvement of existing products, including connectivity solutions.
Inflation, high interest rates or interest rate volatility may also cause our customers to reduce or delay orders for our products and services. Any of the foregoing could have a material adverse impact on our sales, profitability and results of operations.
Inflation, high interest rates, interest rate volatility or proposed or enacted tariffs may also cause our customers to reduce or delay orders for our products and services. Any of the foregoing could have a material adverse impact on our sales, profitability and results of operations.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE RISKS We could be negatively impacted by corporate responsibility and sustainability-related matters: Governments, investors, customers, employees and other stakeholders have been focused on corporate responsibility practices and disclosures, and expectations in this area continue to rapidly evolve, including in diverging directions.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE RISKS We could be negatively impacted by evolving requirements and expectations related to corporate responsibility and sustainability-related matters, including those related to climate: Governments, investors, customers, employees and other stakeholders have been focused on corporate responsibility practices and disclosures, and expectations in this area continue to rapidly evolve, including in diverging directions.
We have experienced, and may 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.
We have continued to experience, and may 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.
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 acquisitions. Such investments are inherently risky, and we cannot guarantee that any acquisition will be successful or will not have a material unfavorable impact on us.
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 acquisitions, including our acquisition of Inari in 2025. Such investments are inherently risky, and we cannot guarantee that any acquisition will be successful or will not have a material unfavorable impact on us.
We are subject to privacy, data protection and data security regulations and laws globally, and could face substantial penalties if we fail to comply with such regulations and laws: We are subject to a variety of laws and regulations globally regarding privacy, data protection, and data security, including those related to the collection, storage, handling, use, disclosure, transfer and security of personally identifiable healthcare information.
We are subject to privacy, data protection and data security regulations and laws globally, and could face substantial penalties if we fail to comply with such regulations and laws: We are subject to a variety of laws and regulations globally regarding privacy, data protection and data security, including those related to the collection, storage, handling, use, disclosure, transfer and security of personally identifiable healthcare information and the development and use of AI in sharing certain data.
In addition, the weakening or strengthening of the United States Dollar results in favorable or unfavorable translation effects when the results of our foreign locations are translated into United States Dollars. In recent years, currency exchange rates have been especially volatile, and these currency fluctuations have affected, and may continue to affect, our results of operations.
In addition, the weakening or strengthening of the United States Dollar results in favorable or unfavorable translation effects when the results of our foreign locations are translated into United States Dollars. Currency exchange rates continue to be volatile, and these currency fluctuations have affected, and may continue to affect, our results of operations.
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 Dollar amounts in millions except per share amounts or as otherwise specified. 6 STRYKER CORPORATION 2024 FORM 10-K 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 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.
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 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 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; increased energy or transportation costs; fluctuations in currency exchange rates and financial markets; and increased security threats to our supply chain.
Our operations and financial results are subject to various risks and uncertainties discussed below that could materially and adversely affect our business, cash flows, financial condition and results of operations.
ITEM 1A. RISK FACTORS. Our operations and financial results are subject to various risks and uncertainties discussed below that could materially and adversely affect our business, cash flows, financial condition and results of operations.
If we are unable to satisfy evolving criteria, certain investors and other stakeholders may conclude that our policies and/or actions with respect to corporate responsibility matters are inadequate or undesirable.
If we are unable to satisfy evolving and diverging expectations on these matters, certain investors and other stakeholders may conclude that our policies and/or actions with respect to corporate responsibility matters are inadequate or undesirable.
We are currently defendants in a number of product liability matters, including those relating to our Rejuvenate and ABGII Modular-Neck hip stems, LFIT Anatomic CoCr V40 Femoral Heads and the product liability lawsuits and claims relating to Wright Medical Group N.V.
We are currently defendants in a number of product liability matters, including those relating to our Rejuvenate and ABGII Modular-Neck hip stems, LFIT Anatomic CoCr V40 Femoral Heads and the product liability lawsuits and claims relating to Wright Medical Group N.V. (Wright) legacy hip products discussed in Note 7 to our Consolidated Financial Statements.
The OECD, which represents a coalition of member countries, has put forth two proposed frameworks that revise the existing profit allocation and nexus rules (Pillar 1) and ensure a minimal level of taxation (Pillar 2), respectively.
The OECD, which represents a coalition of member countries, has put forth two proposed frameworks that revise the existing profit allocation and nexus rules (Pillar 1) and ensure a minimal level of taxation (Pillar 2), respectively, and several countries enacted tax legislation based on these frameworks.
Although we have been able to pass certain cost increases on to our customers, we have not been able to pass along all cost increases and we cannot guarantee that we will be able to do so in the future.
Although we have been able to pass certain cost increases on to our customers, we have not been able to pass along all cost increases and we cannot guarantee that we will be able to do so in the future, including in connection with proposed or enacted tariffs.
Many of these risks are rapidly evolving and subject to an accelerating pace of change. Our business could be adversely impacted if we are unable to successfully manage these and other risks of global operations in an increasingly volatile environment.
Our business could be adversely impacted if we are unable to successfully manage these and other risks of global operations in an increasingly volatile environment.
Income tax authorities regularly perform audits of our income tax filings. Income tax audits associated with the allocation of income and other complex issues, including inventory transfer pricing and cost sharing, product royalty and foreign branch arrangements, may require an extended period to resolve and may result in significant income tax adjustments.
Income tax audits associated with the allocation of income and other complex issues, including inventory transfer pricing and cost sharing, product royalty and foreign branch arrangements, may require an extended period to resolve and may result in significant income tax adjustments including the assessment of additional income taxes, interest and penalties.
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.
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 Dollar amounts in millions except per share amounts or as otherwise specified. 9 STRYKER CORPORATION 2025 FORM 10-K technologies increases regulatory, cybersecurity and other significant risks.
Various U.S. states and other governmental authorities around the world have imposed or are considering similar types of laws and regulations, data breach reporting and penalties for non-compliance and increasing security requirements.
Various government authorities within the United States and around the world have imposed or are considering similar types of laws and regulations, data breach reporting and penalties for non-compliance or unauthorized disclosure and increasing security requirements.
Implementation of these initiatives involves risks and uncertainties, requires investments and depends in part on third-party performance or data that is outside our control. We cannot guarantee that we will achieve our announced corporate responsibility initiatives.
On occasion, we announce new initiatives and make disclosures, including goals, relating to various corporate responsibility matters. Implementation of these initiatives involves risks and uncertainties, requires investments and depends in part on third- party performance or data that is outside our control. We cannot guarantee that we will achieve our announced corporate responsibility initiatives.
We have experienced, and may continue to experience, a significant and unpredictable need to adjust our operations as market demand for certain of our products has shifted and continues to shift or as may be mandated by Dollar amounts in millions except per share amounts or as otherwise specified. 8 STRYKER CORPORATION 2024 FORM 10-K governmental authorities: Some of our products are particularly sensitive to reductions in elective medical procedures.
We have experienced, and may continue to experience, a significant and unpredictable need to adjust our operations as market demand for certain of our products has shifted and continues to shift or as may be mandated by governmental authorities: Some of our products are particularly sensitive to reductions in elective medical procedures.
Regardless of the outcome, such claims are expensive to defend and divert management and operating personnel from other business issues. A successful claim or claims of patent or other intellectual property infringement against us could result in payment of significant monetary damages and/or royalty payments or negatively impact our ability to sell current or future products in the affected category.
A successful claim or claims of patent or other intellectual property infringement against us could result in payment of significant monetary damages and/ or royalty payments or negatively impact our ability to sell current or future products in the affected category.
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.
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.
We are subject to extensive governmental regulation relating to the classification, manufacturing, sterilization, licensing, labeling, marketing and sale of our products: The classification, manufacturing, sterilization, licensing, labeling, marketing and sale of our products are subject to extensive and evolving regulations and rigorous regulatory enforcement by the FDA, state governments, European Union and other governmental authorities in the United States and internationally.
Dollar amounts in millions except per share amounts or as otherwise specified. 10 STRYKER CORPORATION 2025 FORM 10-K We are subject to extensive governmental regulation relating to the classification, manufacturing, sterilization, licensing, labeling, marketing and sale of our products: The classification, manufacturing, sterilization, licensing, labeling, marketing and sale of our products are subject to extensive and evolving regulations and rigorous regulatory enforcement by the FDA, state governments, European Union and other governmental authorities in the United States and internationally.
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 Dollar amounts in millions except per share amounts or as otherwise specified. 9 STRYKER CORPORATION 2024 FORM 10-K 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.
Both in the United States 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.
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.
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 Dollar amounts in millions except per share amounts or as otherwise specified. 6 STRYKER CORPORATION 2025 FORM 10-K those products in a particular jurisdiction.
Further, the European Representative Actions Directive (the Collective Redress Directive) mandates a class action regime in each EU member state to facilitate domestic and cross-border class actions in a wide range of areas, including product liability claims with medical devices.
Further, the European Representative Actions Directive (the Collective Redress Directive) mandates a class action regime in each EU member Dollar amounts in millions except per share amounts or as otherwise specified. 11 STRYKER CORPORATION 2025 FORM 10-K state to facilitate domestic and cross-border class actions in a wide range of areas, including product liability claims with medical devices.
Although we have made investments and expect to continue to make investments seeking to address these threats, including monitoring of networks and systems, use of artificial intelligence, hiring of experts, employee training and security policies for employees and third-party providers, the techniques used in these attacks change frequently and may be difficult to detect for periods of time and we may face difficulties in anticipating and implementing adequate preventative measures.
Although we have made investments and expect to continue to make investments seeking to address these threats, including monitoring of networks and systems, use of AI, hiring of experts, employee training, security policies for employees and third-party providers and designing, developing and maintaining processes and procedures to come into compliance with regulatory and legal enactments such as Section 524B of the Federal Food, Drug, and Cosmetic Act in the United States, the techniques used in these attacks change frequently and may be difficult to detect for periods of time and we may face difficulties in anticipating and implementing adequate preventative measures.
The risks include the activities required and resources allocated to integrate new businesses, diversion of management time that could adversely affect management’s ability to focus on other projects, the inability to realize the expected benefits, savings or synergies from the acquisition, the loss of key personnel, litigation resulting from the acquisition and exposure to unexpected liabilities of acquired companies.
The risks include the activities required and resources allocated to integrate new businesses, a slower pace of integration than initially projected, diversion of management time that could adversely affect management’s ability to focus on other Dollar amounts in millions except per share amounts or as otherwise specified. 7 STRYKER CORPORATION 2025 FORM 10-K projects, the inability to realize the expected benefits, savings or synergies from the acquisition, the loss of key personnel, litigation resulting from the acquisition and exposure to unexpected liabilities of acquired companies.
The implementation is a major undertaking, both financially and from a management and personnel perspective. Any material disruptions, delays or deficiencies in the design and implementation of our new ERP system could adversely affect our ability to process orders, ship products, provide services and customer support, send invoices and track payments, fulfill contractual obligations or otherwise operate our business.
Any material disruptions, delays or deficiencies in the design and implementation of our new ERP Dollar amounts in millions except per share amounts or as otherwise specified. 8 STRYKER CORPORATION 2025 FORM 10-K system could adversely affect our ability to process orders, ship products, provide services and customer support, send invoices and track payments, fulfill contractual obligations or otherwise operate our business.
Dollar amounts in millions except per share amounts or as otherwise specified. 5 STRYKER CORPORATION 2024 FORM 10-K In addition, in recent years, the market has experienced inflationary pressures in part due to global supply chain disruptions, labor shortages and other impacts following the COVID-19 pandemic.
In addition, in recent years, the market has experienced inflationary pressures in part due to global supply chain disruptions, labor shortages and other impacts following the COVID-19 pandemic.
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.
Emerging technologies such as generative 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. An increasing risk of civil unrest, political tensions, wars or other military conflicts may also impact the cybersecurity threat risk landscape.
The impact of healthcare reform legislation on our business remains uncertain: Several markets where we sell our products are making efforts to expand access to healthcare or health insurance coverage while decreasing costs. These efforts may have a direct or unintended negative impact on access to medical technology and could have a significant effect on our business.
See Note 11 to our Consolidated Financial Statements for more information. The impact of healthcare reform legislation on our business remains uncertain: Several markets where we sell our products are making efforts to expand access to healthcare or health insurance coverage while decreasing costs.
In addition, we are currently investigating whether certain business activities in certain foreign countries violated provisions of the FCPA and have been contacted by the SEC, United States Department of Justice and certain other regulatory authorities.
In addition, as disclosed in our prior filings, we were previously contacted by the SEC, the United States Department of Justice, and other regulatory authorities involving whether certain business activities in certain foreign countries violated provisions of the FCPA and analogous local laws. We have completed our investigation into these matters.
For example, some of our information technology systems contain legacy third-party software components for which we depend on a layered security Dollar amounts in millions except per share amounts or as otherwise specified. 7 STRYKER CORPORATION 2024 FORM 10-K approach to protect against exploitation, which may not be effective.
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.
Moreover, the increasing attention to corporate responsibility initiatives could also result in, among other things, reduced demand for our products, reduced profits, increased investigations and litigation and an increased risk of reputational damage.
Furthermore, there is no guarantee that we will satisfy the evolving and diverging expectations of our various stakeholders on corporate responsibility matters, and a failure to satisfy the expectations of any key stakeholder group could result in, among other things, reduced demand for our products, reduced profits, increased investigations and litigation and an increased risk of reputational damage.
Any of the foregoing risks could have a material adverse impact on our profitability and results of operations.
In addition, recently enacted tariffs by the United States government and retaliatory measures by other governments could adversely impact our supply chain or the availability of certain components. Any of the foregoing risks could have a material adverse impact on our profitability and results of operations.
Such developments could result in increased compliance costs and adverse impacts on raw material availability and sourcing, manufacturing operations and the distribution of our products, which could adversely affect our operations and operating results.
Such developments may increase compliance costs, create uncertainty, affect raw material availability and sourcing, require operational changes, or otherwise adversely affect our manufacturing, supply chain, distribution activities or operating results.
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ITEM 1A. RISK FACTORS. This report contains statements that are not historical facts and are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current projections about operations, industry conditions, financial condition and liquidity.
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For example, the United States has recently enacted and proposed to enact new tariffs. These developments, the perception they could occur, or changes to the existing exemption framework may have a material adverse effect on global economic conditions and may significantly reduce global trade. Many of these risks are rapidly evolving and subject to an accelerating pace of change.
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Words that identify forward-looking statements include, without limitation, words such as “may,” “could,” “will,” “should,” “possible,” “plan,” “predict,” “forecast,” “potential,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “may impact,” “on track,” “goal,” “strategy” and words and terms of similar substance used in connection with any discussion of future operating or financial performance, an acquisition or our businesses.
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The implementation is a major undertaking, both financially and from a management and personnel perspective.
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In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Those statements are not guarantees and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results could differ materially and adversely from these forward-looking statements, historical experience or our present expectations.
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In January 2026 the OECD released Administrative Guidance containing the Side-by- Side system (SbS System) and introduced two new Pillar 2 safe harbors for multinationals headquartered in jurisdictions including the United States with eligible tax systems. The safe harbors must now be legislated domestically by each country with enacted Pillar 2 legislation impacted by the new OECD Administrative Guidance.
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Some important factors that could cause our actual results to differ from our expectations in any forward-looking statements include: • weakening of economic conditions, or the anticipation thereof, that could adversely affect the level of demand for our or Inari Medical, Inc.’s (“Inari”) products; • geopolitical risks, including from international conflicts, which could, among other things, lead to increased market volatility; Dollar amounts in millions except per share amounts or as otherwise specified. 4 STRYKER CORPORATION 2024 FORM 10-K • pricing pressures generally, including cost-containment measures that have adversely affected and could in the future adversely affect the price of or demand for our or Inari’s products; • changes in foreign currency exchange markets; • legislative and regulatory actions; • unanticipated issues arising in connection with clinical studies and otherwise that affect approval of new products, including Inari products, by the FDA and foreign regulatory agencies; • inflationary pressures; • increased interest rates or interest rate volatility; • supply chain disruptions; • changes in labor markets; • changes in coverage and reimbursement levels from third-party payors; • changes in the competitive environment; • breaches, failures 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; • a significant increase in product liability claims; • the ultimate total cost with respect to recall-related and other regulatory and quality matters; • the impact of investigative and legal proceedings and compliance risks; • resolution of tax audits; • changes in tax laws and regulations; • the impact of legislation to reform the healthcare system in the United States or other countries; • costs to comply with medical device regulations; • changes in financial markets; • changes in our credit ratings; • our ability to integrate and realize the anticipated benefits of acquisitions in full or at all or within the expected timeframes, including our acquisition of Inari; • our ability to realize any anticipated cost savings; • potential negative impacts resulting from climate change or other environmental, social and governance and sustainability related matters; • the impact on our operations and financial results of any public health emergency and any related policies and actions by governments or other third parties; • 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 • other risks detailed in our filings with the SEC.
Added
Accordingly, our management must determine the appropriate allocation of income to each jurisdiction based on current interpretations of complex income tax regulations. Income tax authorities regularly perform audits of our income tax filings.
Removed
While we believe that the assumptions underlying such forward-looking statements are reasonable, there can be no assurance that future events or developments will not cause such statements to be inaccurate. All forward-looking statements contained in this report are qualified in their entirety by this cautionary statement.
Added
For example, we received a final audit report and assessments from the German Federal Central Tax Office ("FCTO") related to audits of tax years 2010 through 2017. Although we intend to defend our filing positions through the FCTO independent appeals process and, if necessary, litigation, there can be no assurance that we will be successful.
Removed
We expressly disclaim any intention or obligation to publicly update or revise any forward-looking statement to reflect any change in our expectations or in events, conditions or circumstances on which those expectations may be based, or that affect the likelihood that actual results will differ from those contained in the forward-looking statements.
Added
If the resolution of this matter results in additional German income taxes, we intend to seek associated foreign tax credits, but such credits may not be available on a timely basis or at all, or may not fully offset any additional liability. Any such outcome could materially adversely affect our business, financial condition and results of operations.
Removed
Any disruption or failure of our systems, networks, processes or sites could have a material impact on our business and operations.
Added
These efforts may have a direct or unintended negative impact on access to medical technology and could have a significant effect on our business.
Removed
In 2022 the European Union member states agreed to implement the Inclusive Framework’s global corporate minimum tax rate of 15%, and various countries within and outside the European Union have either enacted or proposed new tax laws implementing Pillar Two in 2024. The OECD continues to release additional guidance and we anticipate more countries will enact similar tax laws.
Added
On April 1, 2025, and December 16, 2025, we were informed by the DOJ and SEC, respectively, that each agency had closed its inquiry. We are currently responding to inquiries by certain foreign authorities arising in the normal course of business, however, we do not expect these matters to have a material effect, if any, on our financial statements.
Removed
Some of the new tax laws are effective in 2024 while others will be effective in future years. These tax law changes and any additional contemplated tax law changes, could increase tax expense in future periods.
Added
These matters are subject to uncertainties and outcomes are not predictable.
Removed
Although we are currently unable to predict the outcome of the investigations or the potential impact, if any, on our financial statements, the impacts could potentially be significant.
Added
Regardless of the outcome, such claims are expensive to defend and divert management and operating personnel from other business issues.
Removed
(Wright) legacy hip products discussed in Note 7 to our Consolidated Financial Dollar amounts in millions except per share amounts or as otherwise specified. 10 STRYKER CORPORATION 2024 FORM 10-K Statements. These matters are subject to uncertainties and outcomes are not predictable.
Added
Physical weather events, as well as legal, regulatory or market measures related to environmental, climate and other sustainability matters, could adversely affect our operations and operating results: Weather-related events and evolving environmental conditions may result in operational, supply chain and infrastructure disruptions.
Removed
On occasion, we announce new initiatives and make disclosures, including goals, under our corporate responsibility framework. This framework is aligned with our areas of interest and applicable regulatory requirements, which include environment and sustainability, workforce-related issues, diversity, equity and inclusion and supply chain management, among others.
Added
Such events, including hurricanes, tornadoes, wildfires, droughts, extreme temperatures, flooding, and other natural disasters, could damage our facilities and products, or those of our suppliers, disrupt manufacturing and distribution, reduce workforce availability, increase raw material and component costs, increase liabilities, or adversely affect the operations of hospitals, medical care facilities and other customers, any of which could negatively impact our results of operations.
Removed
The criteria by which our corporate responsibility practices are assessed may change due to the quickly evolving landscape, which could result in greater regulatory requirements or expectations of us and cause us to undertake costly initiatives to satisfy such new criteria.
Added
In addition, sustainability-related matters continue to be the subject of regulatory, legal and market attention. Regulatory requirements and enforcement approaches may evolve, differ by jurisdiction, or change over time, including through the adoption, modification, interpretation, or enforcement Dollar amounts in millions except per share amounts or as otherwise specified. 12 STRYKER CORPORATION 2025 FORM 10-K of environmental laws and regulations.
Removed
Physical effects of climate change or legal, regulatory or market measures intended to address climate change could adversely affect our operations and operating results: Risks associated with climate change are subject to increasing societal, regulatory and political focus in the United States and globally.
Removed
Shifts in weather patterns caused by climate change have increased and are expected to further increase the frequency, severity or duration of certain adverse weather conditions and natural disasters, such as hurricanes, tornadoes, earthquakes, wildfires, droughts, extreme temperatures and flooding, which could cause more significant business and supply chain Dollar amounts in millions except per share amounts or as otherwise specified. 11 STRYKER CORPORATION 2024 FORM 10-K interruptions, damage to our products and facilities as well as the infrastructure of hospitals, medical care facilities and other customers, reduced workforce availability, increased costs of raw materials and components, increased liabilities and decreased revenues than what we have experienced in the past from such events.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur current CISO has over 30 years of experience in information technology including over 20 years in cybersecurity and oversees a team of cybersecurity professionals with over 140 security, risk, and compliance certifications. The CISO is regularly informed about recent developments in cybersecurity, including potential threats and innovative risk management techniques.
Biggest changeMANAGEMENT'S ROLE IN MANAGING RISK Primary management responsibility for assessing, monitoring and managing our cybersecurity risks rests with our chief information security officer ("CISO") . Our current CISO has over 30 years of experience in information technology and cybersecurity in the United States military, retail and healthcare sectors and oversees our team of cybersecurity professionals.
We use a combination of internal and external tools to confirm that these third parties meet our security requirements. We leverage standard industry threat model and privacy impact assessment concepts to confirm that data minimization and adequate data protections are in place. We perform supplemental reviews as necessary, commensurate with the risk associated with each vendor.
We leverage standard industry threat model and privacy impact assessment concepts to confirm that data minimization and adequate data protections are in place. We perform supplemental reviews as necessary, commensurate with the risk associated with each vendor.
Our CISO provides comprehensive updates to the Audit Committee quarterly and the full Board of Directors periodically.
Our CISO provides comprehensive updates to the Audit Committee at least three times a year and the full Board of Directors periodically.
ITEM 1C. CYBERSECURITY. RISK MANAGEMENT AND STRATEGY We review cybersecurity risk as part of our overall enterprise risk management program. This ensures that cybersecurity risk management remains a top priority in our business strategy and operations. MANAGEMENT'S ROLE IN MANAGING RISK Primary management responsibility for assessing, monitoring and managing our cybersecurity risks rests with our chief information security officer ("CISO").
ITEM 1C. CYBERSECURITY. RISK MANAGEMENT AND STRATEGY We review cybersecurity risk as part of our overall enterprise risk management program. This ensures that cybersecurity risk management remains a top priority in our business strategy and operations.
The CISO oversees a training and awareness program for employees to take part in protecting the Company against cybersecurity risks. We have implemented annual mandatory security education to help employees understand cybersecurity risks and comply with our cybersecurity policies. Additionally, we provide frequent communications around pertinent cybersecurity topics and policies to all employees.
We have implemented annual mandatory security education to help employees understand cybersecurity risks and comply with our cybersecurity policies. Additionally, we provide frequent communications around pertinent cybersecurity topics and policies to all employees. We also provide additional cybersecurity and data protection training to employees in certain roles.
We also provide additional cybersecurity and data protection training to employees in certain roles. As part of our cybersecurity risk management program, we also conduct cybersecurity and privacy assessments on all third parties who integrate with Stryker’s data, network, systems and products.
As part of our cybersecurity risk management program, we also conduct cybersecurity, data protection, and privacy assessments on all third parties who integrate with Stryker’s data, network, systems and products. We use a combination of internal and external tools to confirm that these third parties meet our security requirements.
In addition, we engage third-party consultants to conduct annual cybersecurity assessments and to conduct audits for compliance with regulatory, Sarbanes-Oxley Act, Service Organization Control Type 2 and International Organization for Standardization standards. We also engage third parties to assess our cybersecurity maturity and risk management programs.
We also monitor and evaluate our cybersecurity posture and performance on an ongoing basis through regular vulnerability scans, penetration tests and threat intelligence feeds. In addition, we engage third-party consultants to conduct annual cybersecurity assessments and to conduct audits for compliance with regulatory, Sarbanes-Oxley Act, Service Organization Control Type 2 and International Organization for Standardization standards.
We use a cross-departmental approach to addressing cybersecurity risk, with our cybersecurity, product security and legal teams presenting quarterly on key topics to a committee of leaders in finance, regulatory, and corporate affairs functions. This leadership committee meets quarterly to ensure that we have input and oversight from critical stakeholders into our cybersecurity program and evolving issues.
We also engage third parties to assess our cybersecurity maturity and risk management programs. We use a cross-departmental approach to addressing cybersecurity risk, with our cybersecurity, product security and legal teams presenting quarterly on key topics to a committee of leaders in technology, legal, finance, regulatory and corporate affairs functions.
The CISO implements and oversees processes for the regular monitoring of our information systems. We use various tools and methodologies to manage cybersecurity risk that are tested regularly. We also monitor and evaluate our cybersecurity posture and performance on an ongoing basis through regular vulnerability scans, penetration tests and threat intelligence feeds.
The CISO is regularly informed about recent developments in cybersecurity, including potential threats and innovative risk management techniques. The CISO implements and oversees processes for the regular monitoring of our information systems. We use various tools and methodologies to manage cybersecurity risk that are tested regularly.
Added
This leadership committee meets quarterly to ensure that we have input and oversight from critical stakeholders into our cybersecurity program and evolving issues. The CISO oversees a training and awareness program for employees to take part in protecting the Company against cybersecurity risks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES. We have approximately 27 company-owned and 297 leased locations worldwide including 45 manufacturing locations. We believe that our properties are in good operating condition and adequate for the manufacture and distribution of our products.
Biggest changeITEM 2. PROPERTIES. We have approximately 27 company-owned and 306 leased locations worldwide including 55 manufacturing locations. We believe that our properties are in good operating condition and adequate for the manufacture and distribution of our products. We do not anticipate difficulty in renewing existing leases as they expire or in finding alternative facilities.
Removed
Dollar amounts in millions except per share amounts or as otherwise specified. 12 STRYKER CORPORATION 2024 FORM 10-K We do not anticipate difficulty in renewing existing leases as they expire or in finding alternative facilities.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS. We are involved in various ongoing proceedings, legal actions and claims arising in the normal course of our business, including proceedings related to product, labor, intellectual property and other matters. Refer to Note 7 to our Consolidated Financial Statements for further information.
Biggest changeITEM 3. LEGAL PROCEEDINGS. We are involved in various ongoing proceedings, legal actions and claims arising in the normal course of our business, including proceedings related to product, labor, tax, intellectual property and other matters. Refer to Notes 7 and 11 to our Consolidated Financial Statements for further information.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeCompany / Index 2019 2020 2021 2022 2023 2024 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 Dollar amounts in millions except per share amounts or as otherwise specified. 13 STRYKER CORPORATION 2024 FORM 10-K
Biggest changeCompany / Index 2020 2021 2022 2023 2024 2025 Stryker Corporation $ 100.00 $ 110.22 $ 102.05 $ 126.33 $ 153.30 $ 151.03 S&P 500 Index $ 100.00 $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16 S&P 500 Health Care Index $ 100.00 $ 126.13 $ 123.67 $ 126.21 $ 129.46 $ 148.36 Dollar amounts in millions except per share amounts or as otherwise specified. 14 STRYKER CORPORATION 2025 FORM 10-K
We did not repurchase any shares in the three months ended December 31, 2024 and the total dollar value of shares that could be acquired under our authorized repurchase program at December 31, 2024 was $1,033. In the fourth quarter 2024 we did not issue shares of our common stock as performance incentive awards to employees.
We did not repurchase any shares in the three months ended December 31, 2025 and the total dollar value of shares that could be acquired under our authorized repurchase program at December 31, 2025 was $1,033 . In the fourth quarter 2025 we did not issue shares of our common stock as performance incentive awards to employees.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Our common stock is traded on the New York Stock Exchange under the symbol SYK. Our Board of Directors considers payment of cash dividends at its quarterly meetings. On January 31, 2025 there were 2,510 shareholders of record of our common stock.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Our common stock is traded on the New York Stock Exchange under the symbol SYK. Our Board of Directors considers payment of cash dividends at its quarterly meetings. On January 31, 2026 there were 2,323 shareholders of record of our common stock.
The graph assumes $100 (not in millions) invested on December 31, 2019 in our common stock and each of the indices.
The graph assumes $100 (not in millions) invested on December 31, 2020 in our common stock and each of the indices.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeStatement of Earnings Data 2024 2023 2022 2021 2020 Net sales $ 22,595 $ 20,498 $ 18,449 $ 17,108 $ 14,351 Cost of sales 8,155 7,440 6,871 6,140 5,294 Gross profit $ 14,440 $ 13,058 $ 11,578 $ 10,968 $ 9,057 Research, development and engineering expenses 1,466 1,388 1,454 1,235 984 Selling, general and administrative expenses 7,685 7,111 6,386 6,266 5,163 Amortization of intangible assets 623 635 627 619 472 Goodwill and other impairments 977 36 270 264 215 Total operating expenses $ 10,751 $ 9,170 $ 8,737 $ 8,384 $ 6,834 Operating income $ 3,689 $ 3,888 $ 2,841 $ 2,584 $ 2,223 Other income (expense), net (197) (215) (158) (303) (269) Earnings before income taxes $ 3,492 $ 3,673 $ 2,683 $ 2,281 $ 1,954 Income taxes 499 508 325 287 355 Net earnings $ 2,993 $ 3,165 $ 2,358 $ 1,994 $ 1,599 Net earnings per share of common stock: Basic $ 7.86 $ 8.34 $ 6.23 $ 5.29 $ 4.26 Diluted $ 7.76 $ 8.25 $ 6.17 $ 5.21 $ 4.20 Dividends declared per share of common stock $ 3.240 $ 3.050 $ 2.835 $ 2.585 $ 2.355 Balance Sheet Data Cash, cash equivalents and current marketable securities $ 3,743 $ 3,053 $ 1,928 $ 3,019 $ 3,024 Accounts receivable, net 3,987 3,765 3,565 3,022 2,701 Inventories 4,774 4,843 3,995 3,314 3,494 Property, plant and equipment, net 3,448 3,215 2,970 2,833 2,752 Total assets $ 42,971 $ 39,912 $ 36,884 $ 34,631 $ 34,330 Accounts payable 1,679 1,517 1,413 1,129 810 Total debt 13,597 12,995 13,048 12,479 13,991 Shareholders’ equity $ 20,634 $ 18,593 $ 16,616 $ 14,877 $ 13,084 Cash Flow Data Net cash provided by operating activities $ 4,242 $ 3,711 $ 2,624 $ 3,263 $ 3,277 Purchases of property, plant and equipment 755 575 588 525 487 Depreciation 427 393 371 371 340 Acquisitions, net of cash acquired 1,628 390 2,563 339 4,222 Amortization of intangible assets 623 635 627 619 472 Payments of dividends 1,219 1,139 1,051 950 863 Repurchase of common stock Other Data Number of shareholders of record 2,520 2,518 2,533 2,551 2,597 Approximate number of employees 53,000 52,000 51,000 46,000 43,000 Dollar amounts in millions except per share amounts or as otherwise specified. 14 STRYKER CORPORATION 2024 FORM 10-K
Biggest changeStatement of Earnings Data 2025 2024 2023 2022 2021 Net sales $ 25,116 $ 22,595 $ 20,498 $ 18,449 $ 17,108 Cost of sales 9,051 8,155 7,440 6,871 6,140 Gross profit $ 16,065 $ 14,440 $ 13,058 $ 11,578 $ 10,968 Research, development and engineering expenses 1,623 1,466 1,388 1,454 1,235 Selling, general and administrative expenses 8,651 7,685 7,111 6,386 6,266 Amortization of intangible assets 732 623 635 627 619 Goodwill and other impairments 170 977 36 270 264 Total operating expenses $ 11,176 $ 10,751 $ 9,170 $ 8,737 $ 8,384 Operating income $ 4,889 $ 3,689 $ 3,888 $ 2,841 $ 2,584 Interest expense (607) (409) (363) (341) (354) Other income 232 212 148 183 51 Earnings before income taxes $ 4,514 $ 3,492 $ 3,673 $ 2,683 $ 2,281 Income taxes 1,268 499 508 325 287 Net earnings $ 3,246 $ 2,993 $ 3,165 $ 2,358 $ 1,994 Net earnings per share of common stock: Basic $ 8.49 $ 7.86 $ 8.34 $ 6.23 $ 5.29 Diluted $ 8.40 $ 7.76 $ 8.25 $ 6.17 $ 5.21 Dividends declared per share of common stock $ 3.400 $ 3.240 $ 3.050 $ 2.835 $ 2.585 Balance Sheet Data Cash, cash equivalents and current marketable securities $ 4,100 $ 3,743 $ 3,053 $ 1,928 $ 3,019 Accounts receivable, net 4,039 3,987 3,765 3,565 3,022 Inventories 5,310 4,774 4,843 3,995 3,314 Property, plant and equipment, net 3,876 3,448 3,215 2,970 2,833 Total assets $ 47,844 $ 42,971 $ 39,912 $ 36,884 $ 34,631 Accounts payable 1,799 1,679 1,517 1,413 1,129 Total debt 15,859 13,597 12,995 13,048 12,479 Shareholders’ equity $ 22,420 $ 20,634 $ 18,593 $ 16,616 $ 14,877 Cash Flow Data Net cash provided by operating activities $ 5,044 $ 4,242 $ 3,711 $ 2,624 $ 3,263 Purchases of property, plant and equipment 761 755 575 588 525 Depreciation 461 427 393 371 371 Acquisitions, net of cash acquired 4,960 1,628 390 2,563 339 Amortization of intangible assets 732 623 635 627 619 Payments of dividends 1,284 1,219 1,139 1,051 950 Other Data Number of shareholders of record 2,334 2,520 2,518 2,533 2,551 Approximate number of employees 56,000 53,000 52,000 51,000 46,000 Dollar amounts in millions except per share amounts or as otherwise specified. 15 STRYKER CORPORATION 2025 FORM 10-K

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

69 edited+32 added30 removed50 unchanged
Biggest changeCONSOLIDATED RESULTS OF OPERATIONS Percent Net Sales Percentage Change 2024 2023 2022 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Net sales $ 22,595 $ 20,498 $ 18,449 100.0 % 100.0 % 100.0 % 10.2 % 11.1 % Gross profit 14,440 13,058 11,578 63.9 63.7 62.8 10.6 12.8 Research, development and engineering expenses 1,466 1,388 1,454 6.5 6.8 7.9 5.6 (4.5) Selling, general and administrative expenses 7,685 7,111 6,386 34.0 34.7 34.6 8.1 11.4 Amortization of intangible assets 623 635 627 2.8 3.1 3.4 (1.9) 1.3 Goodwill and other impairments 977 36 270 4.3 0.2 1.5 nm nm Other income (expense), net (197) (215) (158) (0.9) (1.0) (0.9) (8.4) 36.1 Income taxes 499 508 325 nm nm nm (1.8) 56.3 Net earnings $ 2,993 $ 3,165 $ 2,358 13.2 % 15.4 % 12.8 % (5.4) % 34.2 % Net earnings per diluted share $ 7.76 $ 8.25 $ 6.17 (5.9) % 33.7 % Adjusted net earnings per diluted share (1) $ 12.19 $ 10.60 $ 9.34 15.0 % 13.5 % nm - not meaningful Geographic and Segment Net Sales Percentage Change 2024 vs. 2023 2023 vs. 2022 2024 2023 2022 As Reported Constant Currency As Reported Constant Currency Geographic: United States $ 16,943 $ 15,257 $ 13,638 11.0 % 11.0 % 11.9 % 11.9 % International 5,652 5,241 4,811 7.9 9.8 8.9 10.9 Total $ 22,595 $ 20,498 $ 18,449 10.2 % 10.7 % 11.1 % 11.6 % Segment: 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 Total $ 22,595 $ 20,498 $ 18,449 10.2 % 10.7 % 11.1 % 11.6 % Dollar amounts in millions except per share amounts or as otherwise specified. 15 STRYKER CORPORATION 2024 FORM 10-K Supplemental Net Sales Growth Information Percentage Change 2024 vs. 2023 2023 vs. 2022 United States International United States International 2024 2023 2022 As Reported Constant Currency As Reported As Reported Constant Currency As Reported Constant Currency As Reported As Reported Constant Currency MedSurg and Neurotechnology: 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 Medical 3,852 3,459 3,031 11.4 11.7 14.6 (2.0) (0.3) 14.1 14.4 15.0 10.7 12.3 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 Trauma and Extremities 3,507 3,147 2,807 11.4 11.6 12.6 8.3 9.1 12.1 12.2 12.9 10.1 10.5 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 % Total $ 22,595 $ 20,498 $ 18,449 10.2 % 10.7 % 11.0 % 7.9 % 9.8 % 11.1 % 11.6 % 11.9 % 8.9 % 10.9 % Note: In the fourth quarter 2024 we reorganized our Spine business to align with certain updates to our internal reporting structure.
Biggest changeDollar amounts in millions except per share amounts or as otherwise specified. 16 STRYKER CORPORATION 2025 FORM 10-K CONSOLIDATED RESULTS OF OPERATIONS Percent Net Sales Percentage Change 2025 2024 2023 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Net sales $ 25,116 $ 22,595 $ 20,498 100.0 % 100.0 % 100.0 % 11.2 % 10.2 % Gross profit 16,065 14,440 13,058 64.0 63.9 63.7 11.3 10.6 Research, development and engineering expenses 1,623 1,466 1,388 6.5 6.5 6.8 10.7 5.6 Selling, general and administrative expenses 8,651 7,685 7,111 34.4 34.0 34.7 12.6 8.1 Amortization of intangible assets 732 623 635 2.9 2.8 3.1 17.5 (1.9) Goodwill and other impairments 170 977 36 0.7 4.3 0.2 nm nm Interest expense (607) (409) (363) (2.4) (1.8) (1.8) 48.4 12.7 Other income 232 212 148 0.9 0.9 0.8 9.4 43.2 Income taxes 1,268 499 508 nm nm nm 154.1 (1.8) Net earnings $ 3,246 $ 2,993 $ 3,165 12.9 % 13.2 % 15.4 % 8.5 % (5.4) % Net earnings per diluted share $ 8.40 $ 7.76 $ 8.25 8.2 % (5.9) % Adjusted net earnings per diluted share (1) $ 13.63 $ 12.19 $ 10.60 11.8 % 15.0 % nm - not meaningful Geographic and Segment Net Sales Percentage Change 2025 vs. 2024 2024 vs. 2023 2025 2024 2023 As Reported Constant Currency As Reported Constant Currency Geographic: United States $ 19,006 $ 16,943 $ 15,257 12.2 % 12.2 % 11.0 % 11.0 % International 6,110 5,652 5,241 8.1 6.4 7.9 9.8 Total $ 25,116 $ 22,595 $ 20,498 11.2 % 10.7 % 10.2 % 10.7 % Segment: MedSurg and Neurotechnology $ 15,647 $ 13,518 $ 12,163 15.7 % 15.4 % 11.1 % 11.6 % Orthopaedics 9,469 9,077 8,335 4.3 3.8 8.9 9.4 Total $ 25,116 $ 22,595 $ 20,498 11.2 % 10.7 % 10.2 % 10.7 % Supplemental Net Sales Growth Information Percentage Change 2025 vs. 2024 2024 vs. 2023 United States International United States International 2025 2024 2023 As Reported Constant Currency As Reported As Reported Constant Currency As Reported Constant Currency As Reported As Reported Constant Currency MedSurg and Neurotechnology: Instruments $ 3,183 $ 2,834 $ 2,534 12.3 % 11.9 % 13.0 % 9.5 % 7.5 % 11.9 % 12.1 % 12.5 % 9.5 % 10.6 % Endoscopy 3,807 3,389 3,068 12.3 12.3 12.2 12.8 12.4 10.5 11.0 11.1 7.7 10.7 Medical 4,204 3,852 3,459 9.1 8.8 10.0 4.8 2.8 11.4 11.7 14.6 (2.0) (0.3) Vascular 1,968 1,307 1,226 50.6 50.0 107.5 14.8 13.4 6.6 8.2 4.7 7.9 10.5 Neuro Cranial 2,485 2,136 1,876 16.3 15.9 16.5 15.5 13.1 13.9 14.1 15.0 8.7 10.2 $ 15,647 $ 13,518 $ 12,163 15.7 % 15.4 % 17.0 % 11.3 % 9.7 % 11.1 % 11.6 % 12.7 % 5.9 % 7.9 % Orthopaedics: Knees $ 2,656 $ 2,447 $ 2,273 8.5 % 8.2 % 7.6 % 11.0 % 9.7 % 7.6 % 8.2 % 6.7 % 10.4 % 12.2 % Hips 1,865 1,704 1,544 9.5 8.9 7.4 12.9 11.2 10.3 11.3 7.2 15.9 18.4 Trauma and Extremities 3,948 3,507 3,147 12.6 11.8 13.1 11.0 8.2 11.4 11.6 12.6 8.3 9.1 Other 815 712 658 14.5 14.0 18.2 5.3 3.6 8.1 9.6 7.3 10.1 15.4 9,284 8,370 7,622 10.9 % 10.3 % 10.9 % 11.0 % 9.0 % 9.8 % 10.4 % 9.3 % 10.9 % 12.8 % Spinal Implants 185 707 713 (73.9) (73.9) (76.0) (69.3) (69.2) (0.7) (0.3) (2.1) 2.5 3.8 $ 9,469 $ 9,077 $ 8,335 4.3 % 3.8 % 4.3 % 4.4 % 2.6 % 8.9 % 9.4 % 8.4 % 10.2 % 12.0 % Total $ 25,116 $ 22,595 $ 20,498 11.2 % 10.7 % 12.2 % 8.1 % 6.4 % 10.2 % 10.7 % 11.0 % 7.9 % 9.8 % Consolidated Net Sales Consolidated net sales in 2025 increased 11.2% as reported and 10.7% in constant currency, as foreign currency exchange rates positively impacted net sales by 0.5% .
Consolidated Net Sales Consolidated net sales in 2024 increased 10.2% as reported and 10.7% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.5%. Excluding the 0.5% impact of acquisitions and divestitures, net sales in constant currency increased by 9.1% from increased unit volume and 1.1% due to higher prices.
Consolidated net sales in 2024 increased 10.2% as reported and 10.7% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.5% . Excluding the 0.5% impact of acquisitions and divestitures, net sales in constant currency increased by 9.1% from increased unit volume and 1.1% due to higher prices.
MedSurg and Neurotechnology Net Sales MedSurg and Neurotechnology net sales in 2024 increased 11.1% as reported and 11.6% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.5%. Excluding the 0.4% impact of acquisitions and divestitures, net sales in constant currency increased by 9.5% from increased unit volume and 1.7% due to higher prices.
MedSurg and Neurotechnology net sales in 2024 increased 11.1% as reported and 11.6% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.5% . Excluding the 0.4% impact of acquisitions and divestitures, net sales in constant currency increased by 9.5% from increased unit volume and 1.7% due to higher prices.
Selling, General and Administrative Expenses 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.
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.
Future changes in the judgments, assumptions and estimates that are used in our impairment testing for goodwill and indefinite-lived intangible assets, including discount rates and cash flow projections, could result in significantly different estimates of fair value. A significant reduction in estimated fair values could result in impairment charges that could materially affect our results of operations.
Future changes in the judgments, assumptions and estimates that are used in our impairment testing for goodwill and indefinite-lived intangible assets, including discount rates and cash flow projections, could result in different estimates of fair value. A significant reduction in estimated fair values could result in impairment charges that could materially affect our results of operations.
Operating cash flow provides the primary source of cash to fund operating needs and capital expenditures. Excess operating cash is used first to fund acquisitions to complement our portfolio of businesses. Other discretionary uses include dividends and share repurchases. We supplement operating cash flow with debt to fund our activities as necessary.
Operating cash flow provides the primary source of cash to fund operating needs and capital expenditures. Excess operating cash is used first to fund acquisitions to complement our portfolio of businesses. Other discretionary uses include dividends and potentially share repurchases. We supplement operating cash flow with debt to fund our activities as necessary.
While segment mix was not a significant driver of the change in gross profit as a percent of net sales between 2024, 2023 and 2022, we generally expect segment mix to have an unfavorable impact for the foreseeable future as we anticipate more rapid sales growth in our lower gross margin MedSurg and Neurotechnology segment than our Orthopaedics segment.
While segment mix was not a significant driver of the change in gross profit as a percent of net sales between 2025 , 2024 and 2023 , we generally expect segment mix to have an unfavorable impact for the foreseeable future as we anticipate more rapid sales growth in our lower gross margin MedSurg and Neurotechnology segment than our Orthopaedics segment.
CONTRACTUAL OBLIGATIONS AND FORWARD-LOOKING CASH REQUIREMENTS In 2024 we recorded charges for various legal matters as further described in Note 7 to our Consolidated Financial Statements. Recorded reserves represent the best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within the range is not known.
CONTRACTUAL OBLIGATIONS AND FORWARD-LOOKING CASH REQUIREMENTS In 2025 we recorded charges for various legal matters as further described in Note 7 to our Consolidated Financial Statements. Recorded reserves represent the best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within the range is not known.
We are not able to reasonably estimate the future periods in which payments will be made. As further described in Note 11 to our Consolidated Financial Statements, on December 31, 2024 we had a reserve for uncertain income tax positions of $349.
We are not able to reasonably estimate the future periods in which payments will be made. As further described in Note 11 to our Consolidated Financial Statements, on December 31, 2025 we had a reserve for uncertain income tax positions of $403 .
Excluding the 0.3% impact of acquisitions and divestitures, net sales in constant currency increased by 10.2% from increased unit volume and 1.7% due to higher prices. The unit volume increase was due to higher shipments across all MedSurg and Neurotechnology businesses.
Excluding the 4.7% impact of acquisitions and divestitures, net sales in constant currency increased by 10.0% from increased unit volume and 0.7% due to higher prices. The unit volume increase was due to higher shipments across all MedSurg and Neurotechnology businesses.
Research, Development and Engineering Expenses 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.
Research, Development and Engineering Expenses Research, development and engineering expenses as a percentage of net sales in 2025 of 6.5% remained flat with 2024 . 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.
Our cash, cash equivalents and marketable securities held in locations outside the United States was approximately 20% and 25% on December 31, 2024 and 2023.
Our cash, cash equivalents and marketable securities held in locations outside the United States was approximately 20% on December 31, 2025 and 2024 .
We operate in multiple jurisdictions with complex tax policy and regulatory environments. In certain of these jurisdictions, we may take tax positions that management believes are supportable but are potentially subject to successful challenge by the applicable taxing authority. These differences of interpretation with the respective governmental taxing authorities can be impacted by the local economic and fiscal environment.
In certain of these jurisdictions, we may take tax positions that management believes are supportable but are potentially subject to successful challenge by the applicable taxing authority. These differences of interpretation with the respective governmental taxing authorities can be impacted by the local economic and fiscal environment.
The fair value of the disposal group was measured using a discounted cash flow analysis based upon unobservable inputs, such as estimated selling price derived from Company-specific information, market conditions and the rate used to discount the estimated future cash flows to their present value based on factors including the disposal group’s cost of equity and market yield rates, which are Level 3 inputs.
The fair value of the disposal group and consideration received was measured using a discounted cash flow analysis based upon the selling price and unobservable inputs, such as market conditions and the rate used to discount the estimated future cash flows to their present value based on factors including the disposal group’s cost of equity and market yield rates, which are Level 3 inputs.
Alongside our customers around the world, we impact more than 150 million patients annually. Our goal is to achieve sales growth at the high-end of the medical technology (MedTech) industry and maintain our long-term capital allocation strategy that prioritizes: (1) Acquisitions, (2) Dividends and (3) Share repurchases. Overview of 2024 In 2024 we achieved reported net sales growth of 10.2%.
Alongside our customers around the world, we impact more than 150 million patients annually. Our goal is to achieve sales growth at the high-end of the medical technology (MedTech) industry and maintain our long-term capital allocation strategy that prioritizes: (1) Acquisitions, (2) Dividends and (3) Share repurchases.
As a result, we recognized an estimated loss of $362 to record the disposal group at its fair value less cost to sell within goodwill and other impairments in our Consolidated Statements of Earnings.
Finally we compared the carrying amount of the disposal group to the fair value less cost to sell. As a result, we recognized an estimated loss of $362 to record the disposal group at its fair value less cost to sell in goodwill and other impairments in our Consolidated Statements of Earnings.
Amortization of Intangible Assets Amortization of intangible assets was $623, $635 and $627 in 2024, 2023 and 2022. These amounts include amortization related to intangible assets acquired in 2024 from various acquisitions, 2023 from Cerus Endovascular Limited (Cerus) and 2022 from Vocera. Refer to Notes 6 and 8 to our Consolidated Financial Statements for further information.
Amortization of Intangible Assets Amortization of intangible assets was $732 , $623 and $635 in 2025 , 2024 and 2023 . These amounts include amortization related to intangible assets acquired in 2025 from Inari, 2024 from various acquisitions and 2023 from Cerus Endovascular Limited (Cerus). Refer to Notes 6 and 8 to our Consolidated Financial Statements for further information.
As further described in Note 12 to our Consolidated Financial Statements, on December 31, 2024 our defined benefit pension plans were underfunded by $290, of which approximately $291 related to plans outside the United States.
As further described in Note 12 to our Consolidated Financial Statements, on December 31, 2025 our defined benefit pension plans were underfunded by $269 , of which approximately $268 related to plans outside the United States.
Our overall cash position reflects our business results and a global cash management strategy that takes into account liquidity management, economic factors and tax considerations. Operating Activities Cash provided by operating activities was $4,242, $3,711 and $2,624 in 2024, 2023 and 2022. The increase in 2024 was primarily due to higher cash earnings partially offset by changes in working capital.
Our overall cash position reflects our business results and a global cash management strategy that takes into account liquidity management, economic factors and tax considerations. Operating Activities Cash provided by operating activities was $5,044 , $4,242 and $3,711 in 2025 , 2024 and 2023 . The increase in 2025 was primarily due to higher cash earnings and working capital improvements.
Goodwill and Other Impairments In 2024 and 2022 we recorded goodwill impairment charges of $456 and $216 related to our Spine business. 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.
Goodwill and Other Impairments Goodwill and other impairments of $170 , $977 and $36 were recorded in 2025 , 2024 and 2023 . In 2024 we recorded goodwill impairment charges of $456 related to our Spine business and recognized an estimated loss of $362 as a result of classifying certain assets in our Spinal Implants business as held for sale.
(g) Benefits / (charges) represent the accounting impact of certain significant and discrete tax items, including: 2024 2023 2022 Adjustments related to the transfer of certain intellectual properties between tax jurisdictions $ (185) $ (89) $ (182) Certain tax audit settlements (1) 24 162 Reversal of deferred income tax on undistributed earnings of foreign subsidiaries 71 Deferred tax benefit on outside basis related to the anticipated sale of the Spinal Implants business 170 Other significant and discrete tax items (12) 14 (60) Adjustments to Income Taxes $ (28) $ (51) $ (9) Benefits for certain tax audit settlements (9) (45) Other tax related adjustments 1 (30) Adjustments to Other Income (Expense), Net $ $ (8) $ (75) Adjustments to Net Earnings $ 28 $ 43 $ (66) FINANCIAL CONDITION AND LIQUIDITY Net cash provided by (used in): 2024 2023 2022 Operating activities $ 4,242 $ 3,711 $ 2,624 Investing activities (3,000) (962) (2,924) Financing activities (525) (1,594) (749) Effect of exchange rate changes (36) (28) (51) Change in cash and cash equivalents $ 681 $ 1,127 $ (1,100) We believe our financial condition continues to be of high quality, as evidenced by our ability to generate substantial cash from operations and to readily access capital markets at competitive rates despite the current macroeconomic environment.
(g) Benefits / (charges) represent the accounting impact of certain significant and discrete tax items, including: 2025 2024 2023 Adjustments related to the transfer of certain intellectual properties between tax jurisdictions $ (718) $ (185) $ (89) Certain tax audit settlements (1) 24 Deferred tax benefit on outside basis related to the anticipated sale of the Spinal Implants business 170 Other tax matters 58 (12) 14 Adjustments to Income Taxes $ (660) $ (28) $ (51) Benefits for certain tax audit settlements (9) Other tax related adjustments 1 Adjustments to Other Income (Expense), Net $ $ $ (8) Adjustments to Net Earnings $ 660 $ 28 $ 43 FINANCIAL CONDITION AND LIQUIDITY Net cash provided by (used in): 2025 2024 2023 Operating activities $ 5,044 $ 4,242 $ 3,711 Investing activities (4,866) (3,000) (962) Financing activities 113 (525) (1,594) Effect of exchange rate changes 68 (36) (28) Change in cash and cash equivalents $ 359 $ 681 $ 1,127 We believe our financial condition continues to be of high quality, as evidenced by our ability to generate substantial cash from operations and to readily access capital markets at competitive rates despite the current macroeconomic environment.
Refer to Note 10 to our Consolidated Financial Statements for further information. 2024 2023 2022 Dividends paid per common share $ 3.20 $ 3.00 $ 2.78 Total dividends paid to common shareholders $ 1,219 $ 1,139 $ 1,051 Liquidity Cash, cash equivalents and marketable securities were $3,743 and $3,053, and our current assets exceeded current liabilities by $7,231 and $4,597 on December 31, 2024 and 2023.
Refer to Note 10 to our Consolidated Financial Statements for further information. 2025 2024 2023 Dividends paid per common share $ 3.36 $ 3.20 $ 3.00 Total dividends paid to common shareholders $ 1,284 $ 1,219 $ 1,139 Liquidity Cash, cash equivalents and marketable securities were $4,100 and $3,743 , and our current assets exceeded current liabilities by $6,961 and $7,231 on December 31, 2025 and 2024 .
Reconciliation of the Most Directly Comparable GAAP Financial Measure to Non-GAAP Financial Measure 2024 Gross Profit Selling, General & Administrative Expenses Research, Development & Engineering Expenses Operating Income Other Income (Expense), Net Income Taxes Net Earnings Effective Tax Rate Diluted EPS Reported $ 14,440 $ 7,685 $ 1,466 $ 3,689 $ (197) $ 499 $ 2,993 14.3 % $ 7.76 Acquisition and integration-related costs: Inventory stepped-up to fair value 46 46 12 34 0.2 0.09 Other acquisition and integration-related (a) (107) (1) 108 23 85 0.2 0.22 Amortization of purchased intangible assets 623 128 495 1.0 1.28 Structural optimization and other special charges (b) 59 (77) (2) 138 1 29 110 0.3 0.29 Goodwill and other impairments (c) 977 125 852 (0.6) 2.21 Medical device regulations (d) 9 (49) 58 14 44 0.1 0.11 Recall-related matters (e) 11 (29) 40 10 30 0.1 0.08 Regulatory and legal matters (f) (36) 36 7 29 0.1 0.08 Tax matters (g) (28) 28 (0.9) 0.07 Adjusted $ 14,565 $ 7,436 $ 1,414 $ 5,715 $ (196) $ 819 $ 4,700 14.8 % $ 12.19 2023 Gross Profit Selling, General & Administrative Expenses Research, Development & Engineering Expenses Operating Income Other Income (Expense), Net Income Taxes Net Earnings Effective Tax Rate Diluted EPS Reported $ 13,058 $ 7,111 $ 1,388 $ 3,888 $ (215) $ 508 $ 3,165 13.8 % $ 8.25 Acquisition and integration-related costs: Inventory stepped-up to fair value Other acquisition and integration-related (a) (20) 20 (25) 45 (0.8) 0.12 Amortization of purchased intangible assets 635 132 503 1.2 1.31 Structural optimization and other special charges (b) 39 (130) (1) 170 38 132 0.4 0.34 Goodwill and other impairments (c) 36 9 27 0.1 0.08 Medical device regulations (d) 2 (94) 96 22 74 0.2 0.19 Recall-related matters (e) (18) 18 4 14 0.04 Regulatory and legal matters (f) (92) 92 29 63 0.4 0.16 Tax matters (g) (8) (51) 43 (1.2) 0.11 Adjusted $ 13,099 $ 6,851 $ 1,293 $ 4,955 $ (223) $ 666 $ 4,066 14.1 % $ 10.60 2022 Gross Profit Selling, General & Administrative Expenses Research, Development & Engineering Expenses Operating Income Other Income (Expense), Net Income Taxes Net Earnings Effective Tax Rate Diluted EPS Reported $ 11,578 $ 6,386 $ 1,454 $ 2,841 $ (158) $ 325 $ 2,358 12.1 % $ 6.17 Acquisition and integration-related costs: Inventory stepped-up to fair value 12 12 3 9 0.02 Other acquisition and integration-related (a) (138) 138 34 104 0.6 0.27 Amortization of purchased intangible assets 627 132 495 1.7 1.30 Structural optimization and other special charges (b) 56 (152) (87) 295 61 234 0.8 0.61 Goodwill and other impairments (c) 270 5 265 (1.2) 0.70 Medical device regulations (d) 3 (137) 140 25 115 0.2 0.30 Recall-related matters (e) 15 (15) (3) (12) (0.03) Regulatory and legal matters (f) (76) 76 7 69 (0.2) 0.18 Tax matters (g) (75) (9) (66) 0.1 (0.18) Adjusted $ 11,649 $ 6,035 $ 1,230 $ 4,384 $ (233) $ 580 $ 3,571 14.1 % $ 9.34 (a) Charges represent certain acquisition and integration-related costs associated with acquisitions, including: Dollar amounts in millions except per share amounts or as otherwise specified. 19 STRYKER CORPORATION 2024 FORM 10-K 2024 2023 2022 Termination of sales relationships $ 4 $ 5 $ 21 Employee retention and workforce reductions 22 6 33 Changes in the fair value of contingent consideration 8 (1) (135) Manufacturing integration costs 3 2 32 Stock compensation payments upon a change in control 22 132 Other integration-related activities 49 8 55 Adjustments to Operating Income $ 108 $ 20 $ 138 Charges for acquisition-related tax provisions Other income taxes related to acquisition and integration-related costs 23 (25) 34 Adjustments to Income Taxes $ 23 $ (25) $ 34 Adjustments to Net Earnings $ 85 $ 45 $ 104 (b) Structural optimization and other special charges represent the costs associated with: 2024 2023 2022 Employee retention and workforce reductions $ 23 $ 69 $ 74 Closure/transfer of manufacturing and other facilities 31 50 83 Product line exits 37 22 34 Termination of sales relationships 8 Other charges 39 29 104 Adjustments to Operating Income $ 138 $ 170 $ 295 Adjustments to Other Income (Expense), Net $ 1 $ $ Adjustments to Income Taxes $ 29 $ 38 $ 61 Adjustments to Net Earnings $ 110 $ 132 $ 234 (c) Goodwill and other impairments represent the costs associated with: 2024 2023 2022 Goodwill impairments $ 456 $ $ 216 Certain long-lived and intangible asset write-offs and impairments 466 26 8 Product line exits (e.g., long-lived asset and specifically-identified intangible asset write-offs) 55 10 46 Adjustments to Operating Income $ 977 $ 36 $ 270 Adjustments to Income Taxes $ 125 $ 9 $ 5 Adjustments to Net Earnings $ 852 $ 27 $ 265 (d) Charges represent the costs specific to updating our quality system, product labeling, asset write-offs and product remanufacturing to comply with the medical device reporting regulations and other requirements of the new medical device regulations in the European Union.
Dollar amounts in millions except per share amounts or as otherwise specified. 20 STRYKER CORPORATION 2025 FORM 10-K Reconciliation of the Most Directly Comparable GAAP Financial Measure to Non-GAAP Financial Measure 2025 Gross Profit Selling, General & Administrative Expenses Research, Development & Engineering Expenses Operating Income Other Income (Expense), Net Income Taxes Net Earnings Effective Tax Rate Diluted EPS Reported $ 16,065 $ 8,651 $ 1,623 $ 4,889 $ (375) $ 1,268 $ 3,246 28.1 % $ 8.40 Acquisition and integration-related costs: Inventory stepped-up to fair value 173 173 42 131 0.3 0.34 Other acquisition and integration-related (a) 24 (296) (15) 335 36 299 (0.3) 0.78 Amortization of purchased intangible assets 732 151 581 0.9 1.49 Structural optimization and other special charges (b) 74 (113) (4) 191 (27) 24 140 0.37 Goodwill and other impairments (c) 170 50 120 0.5 0.31 Medical device regulations (d) 1 (37) 38 8 30 0.1 0.08 Recall-related matters (e) 54 (4) 58 10 48 0.12 Regulatory and legal matters (f) (17) 17 5 12 0.03 Tax matters (g) (660) 660 (14.5) 1.71 Adjusted $ 16,391 $ 8,221 $ 1,567 $ 6,603 $ (402) $ 934 $ 5,267 15.1 % $ 13.63 2024 Gross Profit Selling, General & Administrative Expenses Research, Development & Engineering Expenses Operating Income Other Income (Expense), Net Income Taxes Net Earnings Effective Tax Rate Diluted EPS Reported $ 14,440 $ 7,685 $ 1,466 $ 3,689 $ (197) $ 499 $ 2,993 14.3 % $ 7.76 Acquisition and integration-related costs: Inventory stepped-up to fair value 46 46 12 34 0.2 0.09 Other acquisition and integration-related (a) (107) (1) 108 23 85 0.2 0.22 Amortization of purchased intangible assets 623 128 495 1.0 1.28 Structural optimization and other special charges (b) 59 (77) (2) 138 1 29 110 0.3 0.29 Goodwill and other impairments (c) 977 125 852 (0.6) 2.21 Medical device regulations (d) 9 (49) 58 14 44 0.1 0.11 Recall-related matters (e) 11 (29) 40 10 30 0.1 0.08 Regulatory and legal matters (f) (36) 36 7 29 0.1 0.08 Tax matters (g) (28) 28 (0.9) 0.07 Adjusted $ 14,565 $ 7,436 $ 1,414 $ 5,715 $ (196) $ 819 $ 4,700 14.8 % $ 12.19 2023 Gross Profit Selling, General & Administrative Expenses Research, Development & Engineering Expenses Operating Income Other Income (Expense), Net Income Taxes Net Earnings Effective Tax Rate Diluted EPS Reported $ 13,058 $ 7,111 $ 1,388 $ 3,888 $ (215) $ 508 $ 3,165 13.8 % $ 8.25 Acquisition and integration-related costs: Inventory stepped-up to fair value Other acquisition and integration-related (a) (20) 20 (25) 45 (0.8) 0.12 Amortization of purchased intangible assets 635 132 503 1.2 1.31 Structural optimization and other special charges (b) 39 (130) (1) 170 38 132 0.4 0.34 Goodwill and other impairments (c) 36 9 27 0.1 0.08 Medical device regulations (d) 2 (94) 96 22 74 0.2 0.19 Recall-related matters (e) (18) 18 4 14 0.04 Regulatory and legal matters (f) (92) 92 29 63 0.4 0.16 Tax matters (g) (8) (51) 43 (1.2) 0.11 Adjusted $ 13,099 $ 6,851 $ 1,293 $ 4,955 $ (223) $ 666 $ 4,066 14.1 % $ 10.60 (a) Charges represent certain acquisition and integration-related costs associated with acquisitions, including: 2025 2024 2023 Termination of sales relationships $ $ 4 $ 5 Employee retention and workforce reductions 60 22 6 Changes in the fair value of contingent consideration 21 8 (1) Manufacturing integration costs 19 3 2 Stock compensation payments upon a change in control 140 22 Other integration-related activities 95 49 8 Adjustments to Operating Income $ 335 $ 108 $ 20 Charges for acquisition-related tax provisions Other income taxes related to acquisition and integration-related costs 36 23 (25) Adjustments to Income Taxes $ 36 $ 23 $ (25) Adjustments to Net Earnings $ 299 $ 85 $ 45 Dollar amounts in millions except per share amounts or as otherwise specified. 21 STRYKER CORPORATION 2025 FORM 10-K (b) Structural optimization and other special charges represent the costs associated with: 2025 2024 2023 Employee retention and workforce reductions $ 55 $ 23 $ 69 Closure/transfer of manufacturing and other facilities 31 31 50 Product line exits 13 37 22 Termination of sales relationships 7 8 Other charges 85 39 29 Adjustments to Operating Income $ 191 $ 138 $ 170 Adjustments to Other Income (Expense), Net $ (27) $ 1 $ Adjustments to Income Taxes $ 24 $ 29 $ 38 Adjustments to Net Earnings $ 140 $ 110 $ 132 (c) Goodwill and other impairments represent the costs associated with: 2025 2024 2023 Goodwill impairments $ $ 456 $ Certain long-lived and intangible asset write-offs and impairments 114 466 26 Product line exits (e.g., long-lived asset and specifically-identified intangible asset write-offs) 56 55 10 Adjustments to Operating Income $ 170 $ 977 $ 36 Adjustments to Income Taxes $ 50 $ 125 $ 9 Adjustments to Net Earnings $ 120 $ 852 $ 27 (d) Charges represent the costs specific to updating our quality system, product labeling, asset write-offs and product remanufacturing to comply with the medical device reporting regulations and other requirements of the new medical device regulations in the European Union.
Excluding the 0.1% impact of acquisitions and divestitures, net sales in constant currency increased by 10.9% from increased unit volume and 0.6% due to higher prices. The unit volume increase was due to higher shipments across all MedSurg and Neurotechnology businesses and most Orthopaedics businesses.
Excluding the 5.7% impact of acquisitions and divestitures, net sales in constant currency increased by 9.6% from increased unit volume partially offset by 0.1% due to lower prices. The unit volume increase was due to higher shipments across most Orthopaedics businesses.
Orthopaedics Net Sales Orthopaedics net sales in 2024 increased 8.9% as reported and 9.4% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.5%. Excluding the 0.7% impact of acquisitions and divestitures, net sales in constant currency increased by 8.7% from increased unit volume.
Orthopaedics net sales in 2024 increased 8.9% as reported and 9.4% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.5% . Excluding the 0.7% impact of acquisitions and divestitures, net sales in constant currency increased by 8.7% from increased unit volume. The unit volume increase was due to higher shipments across all Orthopaedics businesses.
Significant inputs to the analysis included assumptions for future revenue growth, operating margin and the rate used to discount the estimated future cash flows to their present value based on the reporting unit’s estimated weighted average cost of capital. Our assumptions for revenue growth and operating margin considered several operating factors, including surgery volumes, increased costs and our competitive environment.
Significant inputs to the analysis included assumptions for future revenue growth, operating margin and the rate used to discount the estimated future cash flows to their present value, based on the reporting unit’s estimated weighted average cost of capital.
Financing Activities Cash used in financing activities was $525, $1,594 and $749 in 2024, 2023 and 2022. Cash used in 2024 was primarily driven by dividend payments of $1,219 and repayments of $2,039 to pay off maturing senior unsecured notes.
Financing Activities Cash provided by financing activities in 2025 was $113 and used in financing activities in 2024 and 2023 was $525 and $1,594 . Cash provided by 2025 was primarily driven by dividend payments of $1,284 and repayments of $1,400 to pay off maturing senior unsecured notes.
Due to the number of estimates and assumptions inherent in calculating the various components of our tax provision, certain changes or future events, such as changes in tax legislation, geographic mix of earnings, completion of tax audits or earnings repatriation plans, could have an impact on those estimates and our effective tax rate.
Dollar amounts in millions except per share amounts or as otherwise specified. 23 STRYKER CORPORATION 2025 FORM 10-K Due to the number of estimates and assumptions inherent in calculating the various components of our tax provision, certain changes or future events, such as changes in tax legislation, geographic mix of earnings, completion of tax audits or earnings repatriation plans, could have an impact on those estimates and our effective tax rate.
The unit volume increase was due to higher shipments across all MedSurg and Neurotechnology businesses. MedSurg and Neurotechnology net sales in 2023 increased 11.7% as reported and 12.2% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.5%.
The unit volume increase was due to higher shipments across all MedSurg and Neurotechnology businesses. Orthopaedics Net Sales Orthopaedics net sales in 2025 increased 4.3% as reported and 3.8% in constant currency, as foreign currency exchange rates positively impacted net sales by 0.5% .
MedSurg and Neurotechnology operating income as a percentage of net sales increased to 28.5% in 2023 from 26.0% in 2022. Orthopaedics operating income as a percentage of net sales increased to 28.5% in 2024 from 27.2% in 2023. Orthopaedics operating income as a percentage of net sales increased to 27.2% in 2023 from 29.1% in 2022.
Orthopaedics operating income as a percentage of net sales increased to 29.8% in 2025 from 28.5% in 2024 . Orthopaedics operating income as a percentage of net sales increased to 28.5% in 2024 from 27.2% in 2023 .
The effective income tax rate for 2024 decreased from 2023 due to the 2024 deferred tax benefit on the outside basis difference related to the anticipated sale of the Spinal Implants business partially offset by the 2023 tax effect related to transfers of intellectual property between tax jurisdictions.
The effective income tax rate for 2024 increased from 2023 due to the 2023 tax effect of transfers of intellectual property between tax jurisdictions offset by the 2024 tax effect of the sale of the Spinal Implants business.
Tax matters . Impact of accounting for certain significant and discrete tax items. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names.
Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names.
We also have a revolving credit agreement maturing in October 2026 with an aggregate principal amount of $2,250. We raised funds in the capital markets in the past and may continue to do so from time-to-time. We continue to have strong investment-grade short-term and long-term debt ratings that we believe should enable us to refinance our debt as needed.
We raised funds in the capital markets in the past and may continue to do so from time-to-time. We continue to have strong investment-grade short-term and long-term debt ratings that we believe should enable us to refinance our debt as needed.
Operating income decreased as a percentage of sales to 16.3% in 2024 from 19.0% in 2023 and increased from 15.4% in 2022. Refer to the comments above for discussion of the primary drivers of the change. MedSurg and Neurotechnology operating income as a percentage of net sales increased to 29.6% in 2024 from 28.5% in 2023.
Operating Income Operating income was $ 4,889 , $ 3,689 and $ 3,888 in 2025 , 2024 and 2023 . Operating income increased as a percentage of sales to 19.5% in 2025 from 16.3% in 2024 and increased from 19.0% in 2023 . Refer to the comments above for discussion of the primary drivers of the change.
The key components of the change were: Operating Income Percent Net Sales MedSurg and Neurotechnology Orthopaedics 2022 26.0 % 29.1 % Sales pricing 70 bps (30) bps Volume 100 bps 80 bps Manufacturing and supply chain costs 90 bps (220) bps Research, development and engineering expenses 50 bps 20 bps Selling, general and administrative expenses (60) bps (40) bps 2023 28.5 % 27.2 % Sales pricing 70 bps 0 bps Volume 40 bps 70 bps Manufacturing and supply chain costs (40) bps (20) bps Research, development and engineering expenses 0 bps 10 bps Selling, general and administrative expenses 40 bps 70 bps 2024 29.6 % 28.5 % The increase in MedSurg and Neurotechnology operating income as a percentage of net sales in 2024 from 2023 was primarily driven by higher unit volumes, higher prices and a decrease in selling, general and administrative expenses as a percentage of sales partially offset by higher manufacturing and supply chain costs.
The key components of the change were: Dollar amounts in millions except per share amounts or as otherwise specified. 18 STRYKER CORPORATION 2025 FORM 10-K Operating Income Percent Net Sales MedSurg and Neurotechnology Orthopaedics 2023 28.5 % 27.2 % Sales pricing 70 bps 0 bps Volume 40 bps 70 bps Manufacturing and supply chain costs (40) bps (20) bps Research, development and engineering expenses 0 bps 10 bps Selling, general and administrative expenses 40 bps 70 bps 2024 29.6 % 28.5 % Sales pricing 30 bps 0 bps Volume 90 bps 30 bps Manufacturing and supply chain costs 80 bps (90) bps Research, development and engineering expenses (30) bps 50 bps Selling, general and administrative expenses (140) bps 140 bps 2025 29.9 % 29.8 % The increase in MedSurg and Neurotechnology operating income as a percentage of net sales in 2025 from 2024 was primarily driven by higher unit volumes and prices, and lower manufacturing and supply chain costs partially offset by higher selling, general and administrative expenses due to the acquisition of Inari.
The key components of the change were: Gross Profit Percent Net Sales 2022 62.8 % Sales pricing 20 bps Volume and mix 100 bps Manufacturing and supply chain costs (40) bps Inventory stepped up to fair value 10 bps 2023 63.7 % Sales pricing 40 bps Volume and mix 60 bps Manufacturing and supply chain costs (40) bps Inventory stepped up to fair value (20) bps Structural optimization and other special charges (20) bps 2024 63.9 % Dollar amounts in millions except per share amounts or as otherwise specified. 16 STRYKER CORPORATION 2024 FORM 10-K Gross profit as a percentage of net sales increased to 63.9% in 2024 from 63.7% in 2023 due to higher sales pricing and favorable volume partially offset by higher manufacturing and supply chain costs primarily due to inflationary pressures impacting fixed and variable manufacturing costs as well as higher amortization of inventory stepped up to fair value.
The key components of the change were: Gross Profit Percent Net Sales 2023 63.7 % Sales pricing 40 bps Volume and mix 60 bps Manufacturing and supply chain costs (40) bps Inventory stepped up to fair value (20) bps Structural optimization and other special charges (20) bps 2024 63.9 % Sales pricing 10 bps Volume and mix 70 bps Manufacturing and supply chain costs 0 bps Inventory stepped up to fair value (60) bps Structural optimization and other special charges (10) bps 2025 64.0 % Gross profit as a percentage of net sales increased to 64.0% in 2025 from 63.9% in 2024 primarily due to higher sales pricing and favorable volume partially offset by higher amortization of inventory stepped up to fair value.
Refer to Notes 8, 16 and 17 to our Consolidated Financial Statements for further information. In 2024, 2023 and 2022 we recorded other impairments of $159, $36 and $54. Refer to Notes 15 and 16 to our Consolidated Financial Statements for further information. Operating Income Operating income was $3,689, $3,888 and $2,841 in 2024, 2023 and 2022.
Refer to Notes 8 and 16 to our Consolidated Financial Statements for further information. In 2025 , 2024 and 2023 we recorded other impairments of $109 , $159 and $36 . Refer to Note 15 to our Consolidated Financial Statements for further information.
Dollar amounts in millions except per share amounts or as otherwise specified. 23 STRYKER CORPORATION 2024 FORM 10-K Legal and Other Contingencies We are involved in various ongoing proceedings, legal actions and claims arising in the normal course of business, including proceedings related to product, labor, intellectual property and other matters that are more fully described in Note 7 to our Consolidated Financial Statements.
Legal and Other Contingencies We are involved in various ongoing proceedings, legal actions and claims arising in the normal course of business, including proceedings related to product, labor, tax, intellectual property and other matters that are more fully described in Notes 7 and 11 to our Consolidated Financial Statements.
The decrease in Orthopaedics operating income as a percentage of net sales for 2023 from 2022 was primarily driven by higher higher manufacturing and supply chain costs primarily due to increased inventory reserves partially offset by higher unit volumes.
The increase in Orthopaedics operating income as a percentage of net sales for 2025 from 2024 was primarily by driven lower selling, general and administrative expenses and higher unit volumes partially offset by higher manufacturing and supply chain costs.
These adjustments are irregular in timing and may not be indicative of our past and future performance. The following are examples of the types of adjustments that may be included in a period: 1. Acquisition and integration-related costs .
The income tax effect of each adjustment was determined based on the tax effect of the jurisdiction in which the related pre-tax adjustment was recorded. These adjustments are irregular in timing and may not be indicative of our past and future performance. The following are examples of the types of adjustments that may be included in a period: 1.
The evaluation is performed at the lowest level of identifiable cash flows, which is at the individual asset level or the asset group level. The undiscounted cash flows expected to be generated by the related assets are estimated over their useful life based on updated projections.
The undiscounted cash flows expected to be generated by the related assets are estimated over their useful life based on updated projections.
For the quantitative impairment test of goodwill, we corroborate our concluded value under the income approach using a market approach that utilizes trading multiples derived from a peer set of similar companies. The income approach calculates the present value of estimated future cash flows and requires certain assumptions and estimates be made regarding market conditions and our future profitability.
For the quantitative impairment test of goodwill, when appropriate, we corroborate our concluded value under the income approach using a market approach that utilizes trading multiples derived from a peer set of similar companies.
The Organisation for Economic Cooperation and Development (OECD), which represents a coalition of member countries, has put forth two proposed base erosion and profit shifting frameworks that revise the existing profit allocation and nexus rules (Pillar One) and ensure a minimal level of taxation (Pillar Two).
The OECD, which represents a coalition of member countries, has put forth two proposed frameworks that revise the existing profit allocation and nexus rules (Pillar 1) and ensure a minimal level of taxation (Pillar 2), respectively, and several countries enacted tax legislation based on these frameworks.
Changes in our best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within a range is not known, to resolve certain regulatory or other legal matters Dollar amounts in millions except per share amounts or as otherwise specified. 18 STRYKER CORPORATION 2024 FORM 10-K and the amount of favorable awards from settlements. 7.
Changes in our best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within a range is not known, to resolve certain regulatory or other legal matters and the amount of favorable awards from settlements. 7. Tax matters . Impact of accounting for certain significant and discrete tax items.
Assets classified as held for sale, if any, are recorded at the lower of carrying amount or fair value less costs to sell. During 2022 we recognized a goodwill impairment charge of $216 for the Spine reporting unit.
Assets classified as held for sale, if any, are recorded at the lower of carrying amount or fair value less costs to sell. In our annual impairment test of goodwill as of October 31, 2024 we performed a quantitative assessment of the Spine reporting unit using a discounted cash flow analysis to estimate the fair value.
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. (1) Refer to "Non-GAAP Financial Measures" for a discussion of non-GAAP financial measures used in this report and a reconciliation to the most directly comparable GAAP financial measure.
In the second quarter 2025 we repaid $650 of 1.150% senior unsecured notes and in the fourth quarter 2025 we repaid $750 of 3.375% senior unsecured notes. (1) Refer to "Non-GAAP Financial Measures" for a discussion of non-GAAP financial measures used in this report and a reconciliation to the most directly comparable GAAP financial measure.
The increase in MedSurg and Neurotechnology operating income as a percentage of net sales in 2023 from 2022 was primarily driven by higher unit volumes, higher prices and lower manufacturing and supply chain costs due to supply chain challenges impacting capital products in our MedSurg businesses in 2022 which improved in 2023 partially offset by higher selling, general and administrative expenses as a percentage of sales due to continued investments including sales growth incentives and a more normalized cadence of travel and meetings.
The increase in MedSurg and Neurotechnology operating income as a percentage of net sales in 2024 from 2023 was primarily driven by higher unit volumes, higher prices and a decrease in selling, general and administrative expenses as a percentage of sales partially offset by higher manufacturing and supply chain costs.
Excluding the 0.1% impact of acquisitions and divestitures, net sales in constant currency increased by 11.9% from increased unit volume partially offset by 1.1% due to lower prices. The unit volume increase was due to higher shipments across most Orthopaedics businesses. Gross Profit Gross profit was $14,440, $13,058 and $11,578 in 2024, 2023, and 2022.
Excluding the 0.4% impact of acquisitions and divestitures, net sales in constant currency increased by 9.9% from increased unit volume and 0.4% due to higher prices. The unit volume increase was primarily due to higher shipments across all businesses.
In addition, we have $750 of short-term investments which mature in the first quarter of 2025. We anticipate being able to support our short-term liquidity and operating needs from a variety of sources including cash from operations, commercial paper and existing credit lines.
We anticipate being able to support our short-term liquidity and operating needs from a variety of sources including cash from operations, commercial paper and existing credit lines. We also have a revolving credit agreement maturing in February 2030 with an aggregate principal amount of $ 3,000 .
In our quantitative goodwill impairment tests performed at September 30 and October 31, the fair value of our Spine reporting unit was determined using a discounted cash flow analysis, which is a form of the income approach.
The fair value of this reporting unit was determined using a discounted cash flow analysis, which is a form of the income approach.
Gross profit as a percentage of net sales increased to 63.7% in 2023 from 62.8% in 2022 due to higher sales pricing and favorable volume offset by higher manufacturing and supply chain costs primarily due to higher raw material costs in the first six months of 2023 and supply chain inefficiencies.
Gross profit as a percentage of net sales increased to 63.9% in 2024 from 63.7% in 2023 due to higher sales pricing and favorable volume offset by higher manufacturing and supply chain costs primarily due to inflationary pressures impacting fixed and variable manufacturing costs as well as higher amortization of inventory stepped up to fair value.
These repayments were offset by net proceeds of $3,011 from the issuance of senior unsecured notes as described in Note 10 to our Consolidated Financial statements. In 2023 we received proceeds of 1,241 from issuance of long-term debt and made payments of $2,058 on long-term debt and dividend payments of $1,139.
These repayments were offset by net proceeds of $2,979 from the issuance of senior unsecured notes as described in Note 10 to our Consolidated Financial statements. Cash used in 2024 was primarily driven by dividend payments of $1,219 and repayments of $2,039 to pay off maturing senior unsecured notes.
In 2022 we made payments of $653 on long-term debt and dividend payments of $1,051. There were no share repurchases in 2024, 2023 or 2022. We maintain debt levels that we consider appropriate after evaluating a number of factors including cash requirements for ongoing operations, investment and financing plans (including acquisitions and share repurchase activities) and overall cost of capital.
We maintain debt levels that we consider appropriate after evaluating a number of factors including cash requirements for ongoing operations, investment and financing plans (including acquisitions and share repurchase activities) and overall cost of Dollar amounts in millions except per share amounts or as otherwise specified. 22 STRYKER CORPORATION 2025 FORM 10-K capital.
Excluding the impact of acquisitions and divestitures, sales grew 10.2% in constant currency. We reported net earnings of $2,993 and net earnings per diluted share of $7.76. Excluding the impact of certain items, we achieved adjusted net earnings (1) of $4,700 and adjusted net earnings per diluted share (1) of $12.19 representing growth of 15.0%.
"Risk Factors ." Overview of 2025 In 2025 we achieved reported net sales growth of 11.2% . Excluding the impact of acquisitions and divestitures, sales grew 10.3% in constant currency. We reported net earnings of $3,246 and net earnings per diluted share of $8.40 .
Realization of certain deferred tax assets is dependent upon generating sufficient taxable income in the appropriate jurisdiction prior to the expiration of the carryforward periods. Although realization is not assured, management believes it is more likely than not that our deferred tax assets, net of valuation allowances, will be realized.
Although realization is not assured, management believes it is more likely than not that our deferred tax assets, net of valuation allowances, will be realized. We operate in multiple jurisdictions with complex tax policy and regulatory environments.
We believe such assumptions and estimates are also comparable to those that would be used by other marketplace participants. We review our other long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
We review our other long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows, which is at the individual asset level or the asset group level.
We did not identify any factors in 2024 or 2023 that would lead us to believe that those reporting units are at risk of a goodwill impairment. Accordingly, we performed qualitative assessments and concluded it was more likely than not that the fair values of those reporting units exceeded their respective carrying amounts.
Accordingly, we performed qualitative assessments and concluded it was more likely than not that the fair values of those reporting units exceeded their respective carrying amounts. In 2025 our qualitative assessment was supplemented with a corroborative quantitative analysis which indicated that the implied fair values of our other reporting units exceed their respective carrying amounts by at least 100%.
Income Taxes Our effective tax rate was 14.3%, 13.8% and 12.1% for 2024, 2023 and 2022.
Income Taxes Our effective tax rate was 28.1% , 14.3% and 13.8% for 2025 , 2024 and 2023 . The effective income tax rate for 2025 increased from 2024 due to the 2025 tax effect of transfers of intellectual property between tax jurisdictions and the 2024 tax effect of the sale of the Spinal Implants business.
Considerable management judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate future cash flows used to measure fair value. Assumptions used in our impairment evaluations, such as forecasted growth rates and cost of capital, are consistent with internal business plans.
The income approach calculates the present value of estimated future cash flows and requires certain assumptions and estimates be made regarding market conditions and our future profitability. Considerable management judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate future cash flows used to measure fair value.
Net Earnings Net earnings for 2024 increased to $2,993 or $7.76 per diluted share from $3,165 or $8.25 per diluted share in 2023 and $2,358 or $6.17 per diluted share in 2022. Refer to the comments above for discussion of the primary drivers of the change.
These tax law changes and any additional contemplated tax law changes, could impact tax expense in future periods. Net Earnings Net earnings for 2025 increased to $3,246 or $8.40 per diluted share from $2,993 or $7.76 per diluted share in 2024 and $3,165 or $8.25 per diluted share in 2023 .
To measure earnings performance on a consistent and comparable basis, we exclude certain items that affect the comparability of operating results and the trend of earnings. The income tax effect of each adjustment was determined based on the tax effect of the jurisdiction in which the related pre-tax adjustment was recorded.
To measure earnings performance on a consistent and comparable basis, we Dollar amounts in millions except per share amounts or as otherwise specified. 19 STRYKER CORPORATION 2025 FORM 10-K exclude certain items that affect the comparability of operating results and the trend of earnings.
Selling, general and administrative expenses as a percentage of net sales in 2023 of 34.7% remained relatively flat with 34.6% in 2022 as charges of $132 related to share-based awards for Vocera employees that vested upon our acquisition in 2022 were partially offset by disciplined increases in spend and investments in 2023 to support our growth, including sales growth incentives and increased spend on travel and meetings.
Selling, General and Administrative Expenses Selling, general and administrative expenses as a percentage of net sales in 2025 increased to 34.4% from 34.0% in 2024 primarily due to higher acquisition-related costs and continued investments to support our growth . A charge of $139 for share- based awards for Inari employees that vested upon our acquisition is included in 2025 .
Due to the impairment charge in 2022, we performed a quantitative impairment test for our Spine reporting unit at October 31, 2023 and determined that its fair value exceeded its carrying amount and no additional impairment charges were recorded. The Spine business’s operating results continue to be affected by inflationary pressures and the competitive environment.
We performed a quantitative impairment test for our Peripheral Vascular reporting unit at October 31, 2025 and determined that its fair value exceeded its carrying amount by 12% . At October 31, 2025, goodwill attributable to this reporting unit was $3,203 .
As we determined that there was no impairment of long-lived assets in the Spine reporting unit, we completed the quantitative goodwill impairment test and concluded that our Spine reporting unit's carrying amount was in excess of its estimated fair value and recognized a goodwill impairment charge of $273.
The carrying value of the Spine reporting unit exceeded its fair value and a charge of $273 was recognized in goodwill and other impairments in our Consolidated Statements of Earnings.
Contractual Obligations Total 2025 2026-2027 2028-2029 After 2029 Debt repayments $ 13,702 $ 1,410 $ 1,779 $ 3,404 $ 7,109 Interest payments 3,809 420 730 593 2,066 Unconditional purchase obligations 2,855 2,610 200 30 15 Minimum lease payments 550 156 217 104 73 United States Tax Cuts and Jobs Act Transition Tax 196 196 Other 75 9 24 21 21 Total $ 21,187 $ 4,801 $ 2,950 $ 4,152 $ 9,284 CRITICAL ACCOUNTING POLICIES AND ESTIMATES In preparing our financial statements in accordance with generally accepted accounting principles, there are certain accounting policies, which may require substantial judgment or estimation in their application.
Contractual Obligations Total 2026 2027- 2028 2029- 2030 After 2030 Debt repayments $ 15,973 $ 1,000 $ 3,988 $ 4,256 $ 6,729 Interest payments 4,287 536 957 670 2,124 Minimum lease payments 524 164 212 93 55 Other 85 6 28 27 24 Total $ 20,869 $ 1,706 $ 5,185 $ 5,046 $ 8,932 CRITICAL ACCOUNTING POLICIES AND ESTIMATES In preparing our financial statements in accordance with generally accepted accounting principles, there are certain accounting policies, which may require substantial judgment or estimation in their application.
The unit volume increase was due to higher shipments across all Orthopaedics businesses. Orthopaedics net sales in 2023 increased 10.3% as reported and 10.9% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.6%.
The unit volume increase was due to higher shipments across all MedSurg and Neurotechnology businesses and most Orthopaedics businesses.
We believe our estimates are appropriate based upon current and future market conditions and the best information available at the impairment assessment date. As of December 31, 2024, there is no goodwill remaining attributable to the Spinal Implants disposal group. Finally we compared the carrying amount of the disposal group to the fair value less cost to sell.
We believe our estimates are appropriate based upon current and future market conditions and the best information available at the impairment assessment date; however, future impairment charges could be required if we do not achieve our cash flow, revenue and profitability projections or if there is an increase in the weighted average cost of capital.
Cash used in 2024 included cash paid for various acquisitions and purchases of short-term investments partially offset by proceeds from the settlement of certain foreign currency forward contracts designated as net investment hedges. The decrease in cash used in 2023 was primarily due to lower amounts paid for acquisitions. Our 2023 acquisitions included Cerus and in 2022 we acquired Vocera.
Cash used in 2025 included cash paid for the acquisition of Inari, purchases of property, plant and equipment, partially offset by proceeds from the sale of short term investments and our Spinal Implants business. Cash used in 2024 included cash paid for various acquisitions and purchases of short-term investments partially offset by proceeds from other investing activities.
The increase in 2023 from 2022 was primarily due to higher net earnings and increased collections on accounts receivable. Dollar amounts in millions except per share amounts or as otherwise specified. 20 STRYKER CORPORATION 2024 FORM 10-K Investing Activities Cash used in investing activities was $3,000, $962 and $2,924 in 2024, 2023 and 2022.
The increase in 2024 from 2023 was primarily due to higher cash earnings partially offset by changes in working capital. Investing Activities Cash used in investing activities was $4,866 , $3,000 and $962 in 2025 , 2024 and 2023 .
Removed
We continued our capital allocation strategy by investing $1,628 in acquisitions and paying $1,219 in dividends to our shareholders. 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.
Added
We segregate our operations into two reportable business segments: (i) MedSurg and Neurotechnology and (ii) Orthopaedics.
Removed
Refer to Note 6 to our Consolidated Financial Statements for further information. In May 2024 we repaid the outstanding $600 principal amount of the 3.375% senior unsecured notes due May 15, 2024.
Added
MedSurg and Neurotechnology products include surgical equipment and navigation systems (Instruments), endoscopic and communications systems (Endoscopy), patient handling, emergency medical equipment and intensive care disposable products (Medical), minimally invasive products for the treatment of acute ischemic and hemorrhagic stroke and venous thromboembolism (Vascular), a comprehensive line of products for traditional brain and open skull-based surgical procedures; orthobiologic and biosurgery products, including synthetic bone grafts and vertebral augmentation products (Neuro Cranial).
Removed
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.
Added
Orthopaedics products consist primarily of implants used in hip and knee joint replacements and trauma and extremity surgeries. Macroeconomic Environment In 2025 the United States government has announced new tariffs on goods imported into the United States from dozens of countries, including China and the European Union member states.
Removed
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.
Added
In response, governments have threatened or imposed reciprocal tariffs or taken other measures, and the United States is in the process of negotiating with certain governments. We continue to monitor and evaluate the situation.
Removed
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. We have reflected these changes in all historical periods presented.
Added
Tariffs are expected to continue to result in an increase in certain product costs or have adverse impacts on, among other things, demand for our products and supply chains.
Removed
The unit volume increase was primarily due to higher shipments across all businesses. Consolidated net sales in 2023 increased 11.1% as reported and 11.6% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.5%.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeA hypothetical 10% change in foreign currencies relative to the United States Dollar would change the December 31, 2024 fair value of these instruments by approximately $489. Dollar amounts in millions except per share amounts or as otherwise specified. 24 STRYKER CORPORATION 2024 FORM 10-K
Biggest changeA hypothetical 10% change in foreign currencies relative to the United States Dollar would change the December 31, 2025 fair value of these instruments by approximately $449 . 25 STRYKER CORPORATION 2025 FORM 10-K

Other SYK 10-K year-over-year comparisons