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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On October29, 2015, Stryker Corporation (the Company) completed a public offering of $750.0 million aggregate principal amount of its 3.375% Notes due 2025 ( the Notes). The Notes were offered by the Company pursuant to its Automatic Shelf Registration Statement on Form S-3 (File No.333-186593) and the Prospectus included therein, filed with the Securities and Exchange Commission on February28, 2013 and supplemented by the Prospectus Supplement dated October26, 2015.

The Company entered into an Underwriting Agreement, dated October26, 2015 (the Underwriting Agreement) among the Company and Barclays Capital Inc., Citigroup Global Markets Inc. and Goldman, Sachs& Co., as representatives of the underwriters named therein (together, the Underwriters), in connection with the issua nce and sale by the Company of the Notes. Pursuant to the Underwriting Agreement, the Company agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The Notes were issued under an Indenture, dated January15, 2010 (the Base Indenture), between the Company and U.S. Bank National Association, as trustee (the Trustee), as supplemented by the Eighth Supplemental Indenture, dated October29, 2015, between the Company and the Trustee (the Supplemental Indenture, and the Base Indenture as so supplemented, the Indenture). The Notes will bear interest at a rate of 3.375%per year. Interest on the Notes is payable on May1 and November1 of each year, commencing on May1, 2016. The Notes will mature on November1, 2025. Upon 30 days notice to holders of the Notes, the Company may redeem the Notes for cash in whole, at any time, or in part, from time to time, prior to maturity, at redemption prices that include accrued and unpaid interest and a make-whole premium, as specified in the Indenture. However, no make-whole premium will be paid for redemptions of the Notes on or after August1, 2025.

The public offering price of the Notes was 99.991% of the principal amount. The Company expects to receive net proceeds of approximately $743.7 million, after deducting the underwriting discount and estimated expenses. The Company intends to use the net proceeds from the offering to repay $200.0 million of existing commercial paper at...


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