Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-9165 STRYKER CORPORATION (Exact name of registrant as specified in its charter) Michigan 38-1239739 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) P.O. Box 4085, Kalamazoo, Michigan 49003-4085 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 616/385-2600 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock $.10 par value Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Based on the closing sales price of February 28, 1995 the aggregate market value of the voting stock held by nonaffiliates of the registrant was approximately $1,430,000,000. PAGE> Page 14 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. STRYKER CORPORATION Date: David J. Simpson, Vice President, Chief Financial Officer and Secretary Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. John W. Brown, Chairman, President David J. Simpson, Vice President, and Chief Executive Officer Chief Financial Officer and (Principal Executive Officer) Secretary (Principal Financial Officer) DEAN H. BERGY 5/1/95 Howard E. Cox, Jr. - Director Dean H. Bergy, Controller (Principal Accounting Officer) Donald M. Engelman, Ph.D. - Director Ronda E. Stryker - Director Jerome H. Grossman, M.D. - Director William U. Parfet - Director John S. Lillard - Director Page 18 FORM 10-K--ITEM 14(c) STRYKER CORPORATION AND SUBSIDIARIES Exhibit Index Exhibit Page* (2) Plan of acquisition (i) Offer to Purchase Shares of Matsumoto Medical Instruments, Inc. by Stryker Corporation dated June 6, 1994 . . . . . . . . . . . . . . . . . . 12** (3) Articles of incorporation and by-laws (i) Restated Articles of Incorporation and amendment thereto dated December 28, 1993. . . . . . . . . 12** (ii) By Laws . . . . . . . . . . . . . . . . . . . . . 12** (10) Material contracts (i) 1988 Stock Option Plan as amended. . . . . . . . 12** (ii) Supplemental Savings and Retirement Plan . . . . 19 (iii) Supplemental Savings and Retirement Plan (as Amended Effective January 1, 1995) . . . . . 26 (iv) Description of bonus arrangements between the Company and certain officers, including Messrs. Brown, Elenbaas, Laube, Lipes, Simpson and Winkel . . . . . . . . . . . . . . . . . . . 33 (11) Statement re computation of per share earnings (i) Statement Re: Computation of earnings per share of common stock. . . . . . . . . . . . . . . . . 34 (13) Annual report to security holders (i) Portions of the 1994 Annual Report that are incorporated herein by reference . . . . . . . . 35 (21) Subsidiaries of the registrant (i) List of Subsidiaries . . . . . . . . . . . . . . 57 (23) Consents of experts and counsel (i) Consent of Independent Auditors . . . . . . . . 58 (27) Financial data schedule (i) Financial data schedule (included in EDGAR filing only) . . . . . . . . . . . . . . . . . . 59 * Page number in sequential numbering system where such exhibit can be found, or it is stated that such exhibit is incorporated by reference. ** Incorporated by reference in this Annual Report on Form 10-K. Page 19