11-K 1 c51886e11vk.htm FORM 11-K e11vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2008
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     .
Commission file number: 333-65958
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
ZIMMER HOLDINGS, INC. SAVINGS AND INVESTMENT PROGRAM
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
ZIMMER HOLDINGS, INC.
345 East Main Street
Warsaw, Indiana 46580
 
 

 


 

REQUIRED INFORMATION
Item 4.   The Plan is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Plan’s financial statements and schedules have been prepared in accordance with the financial reporting requirements of ERISA. To the extent required by ERISA, the Plan’s financial statements have been examined by independent accountants, except that the “limited scope exemption” contained in Section 103(a)(3)(C) of ERISA was not available. Such financial statements and schedules are included in this Report in lieu of the information required by Items 1-3 of Form 11-K.
Financial Statements and Exhibits
(a) Financial Statements:
          Report of Independent Registered Public Accounting Firm
          Financial Statements:
Statements of Net Assets Available for Benefits at December 31, 2008 and 2007
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2008
Notes to Financial Statements
Supplemental Schedule:
Schedule H, line 4i – Schedule of Assets (Held at End of Year)
Other supplemental schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.
(b) Exhibits
     23.1 Consent of Crowe Horwath LLP


 

Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of
the Zimmer Holdings, Inc. Savings and Investment Program
Warsaw, Indiana
We have audited the accompanying statements of net assets available for benefits of the Zimmer Holdings, Inc. Savings and Investment Program (“the Plan”) as of December 31, 2008 and 2007, and the related statement of changes in net assets available for benefits for the year ended December 31, 2008. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2008 and 2007, and the changes in net assets available for benefits for the year ended December 31, 2008 in conformity with U.S. generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i – Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2008 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2008 financial statements taken as a whole.
/s/ Crowe Horwath LLP
South Bend, Indiana
June 17, 2009

 


 

Zimmer Holdings, Inc. Savings and Investment Program
Statements of Net Assets Available for Benefits
at December 31, 2008 and 2007
                 
    2008     2007  
Investments at fair value (Notes 1, 2, 3 and 4)
               
Program interest in Zimmer Master Trust (Note 4)
  $ 220,742,975     $ 290,965,904  
 
               
Contributions receivable
               
Employee
    628,659       563,610  
Employer
    2,984,925       1,860,990  
 
           
Total contributions receivable
    3,613,584       2,424,600  
 
           
 
               
Total assets
    224,356,559       293,390,504  
 
               
Net assets reflecting all investments at fair value
    224,356,559       293,390,504  
 
               
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
    1,615,491       254,482  
 
           
 
               
Net assets available for benefits
  $ 225,972,050     $ 293,644,986  
 
           
The accompanying notes are an integral part of these financial statements.

 


 

Zimmer Holdings, Inc. Savings and Investment Program
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 2008
         
Additions to net assets attributed to:
       
Contributions
       
Employees
  $ 18,351,596  
Employer
    12,533,126  
Rollovers
    3,255,657  
 
     
Total contributions
    34,140,379  
 
     
Total additions
    34,140,379  
 
       
Deductions from net assets attributed to:
       
Investment loss
       
Program interest in Zimmer Master Trust investment loss (Note 4)
    77,203,795  
Benefits paid directly to participants
    26,702,402  
Other
    27,064  
 
     
Total deductions
    103,933,261  
 
     
 
       
Net decrease prior to transfers
    (69,792,882 )
 
       
Transfer from Endius and Abbott Spine Plans (Note 2)
    2,119,946  
 
     
 
       
Net decrease
    (67,672,936 )
 
       
Net assets available for benefits
       
Beginning of year
    293,644,986  
 
     
End of year
  $ 225,972,050  
 
     
The accompanying notes are an integral part of these financial statements.

 


 

Zimmer Holdings, Inc. Savings and Investment Program
Notes to Financial Statements
December 31, 2008 and 2007
1. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements of the Zimmer Holdings, Inc. Savings and Investment Program (the “Program”) are prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles.
Adoption of New Accounting Standards
In September 2006, the FASB issued Statement No. 157, Fair Value Measurements (SFAS 157). This statement defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This statement establishes a fair value hierarchy about the assumptions used to measure fair value and clarifies assumptions about risk and the effect of a restriction on the sale or use of an asset. The standard is effective for fiscal years beginning after November 15, 2007. The impact of adoption of this statement was not material to the Program’s net assets available for benefits and changes in net assets available for benefits.
Valuation of Investments and Income Recognition
The assets of the Program are held by Fidelity Management Trust Company, the trustee of the Program, in a master trust, referred to as the Zimmer Master Trust (the “Master Trust”), and are commingled with certain assets of another benefit plan sponsored by Zimmer Holdings, Inc. (the “Company” or “Employer”). The Program’s investment in the Master Trust is stated at estimated fair value. The fair value of the Program’s interest in the Master Trust is based on the beginning of year value of the Program’s interest in the trust plus actual contributions and allocated investment income less actual distributions and allocated administrative expenses. Assets in the Master Trust include common stocks (the Zimmer Stock Fund), mutual funds, common/collective funds, cash and cash equivalents and participant loans. The Zimmer Stock Fund consists of shares of the Company’s common stock and cash. The underlying common stock is valued at the last reported sales price at the end of the year or, if there was no sale that day, the last reported bid price. See Note 4 for additional information regarding the fair value measurements used by the Master Trust.
Effect of Newly Issued But Not Yet Effective Accounting Standards
In April 2009, the FASB issued Staff Position (FSP) No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset and Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. This FSP emphasizes that even if there has been a significant decrease in the volume and level of activity, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants. The FSP provides a number of factors to consider when evaluating whether there has been a significant decrease in the volume and level of activity for an asset or liability in relation to normal market activity. In addition, when transactions or quoted prices are not considered orderly, adjustments to those prices based on the weight of available information may be needed to determine the appropriate fair value. The FSP also requires increased disclosures. This FSP is effective for annual reporting periods ending after June 15, 2009, and shall be applied prospectively. Program management does not expect the adoption to have a material effect on the Program’s net assets available for benefits or changes therein.

 


 

Zimmer Holdings, Inc. Savings and Investment Program
Notes to Financial Statements
December 31, 2008 and 2007
Payments of Benefits
Benefits are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with U.S generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates.
Risks and Uncertainties
The Program provides for various investment options in any combination of the Zimmer Stock Fund, a common/collective fund, mutual funds, or a money market fund. The underlying investment securities are exposed to various risks, such as interest rate, market, liquidity and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits.
Tax Status and Reporting
The Program obtained a determination letter on July 25, 2002, in which the Internal Revenue Service (“IRS”) stated that the Program, as then designed, is in compliance with the applicable requirements of the Internal Revenue Code (“IRC”). The Program has been restated and was filed with the IRS in January 2008 to obtain a favorable determination letter for all previous amendments. The Program administrator believes the Program is currently designed and is being operated in compliance, as self-corrected under the IRS’ program, with the applicable requirements of the IRC.
2. Description of Program
The following description of the Program provides only general information. Participants should refer to the Summary Plan Description or Program document, available from the Program administrator, for a more complete description of the Program’s provisions. In the event of a conflict, the Program document, as amended from time to time, shall control.
The Program was established August 6, 2001, concurrent with the date the Company was spun-off from Bristol-Myers Squibb Company. The Program provides a way for employees of the Company to save on a regular and long-term basis and to encourage continued careers within the Company. In conjunction with the spin-off of the Company, the account balances of active Company employees under the Bristol-Myers Squibb Company Savings and Investment Program (the “BMS Program”) were transferred from the BMS Program to the Program. Employees who are regularly scheduled to work at least 1,000 hours per year may immediately commence compensation deferral under the Program and become eligible for the Employer match and, if eligible, a fixed contribution, after six months of service. Employees of the Company who are not anticipated to work 1,000 hours per year, may participate in the Program upon completing 1,000 hours of service in a twelve-month period. The Program is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
In April 2007, the Company acquired Endius Incorporated (Endius), a spinal products company based in Massachusetts.  Certain employees of Endius were participants in the Endius Incorporated 401(k) Plan (“Endius Plan”).  Effective January 2, 2008, the participants of the Endius Plan became part of the Program, and are eligible for the same benefits as employees hired on or after September 2, 2002. 

 


 

Zimmer Holdings, Inc. Savings and Investment Program
Notes to Financial Statements
December 31, 2008 and 2007
Accordingly, $1,867,823 was transferred to the Program’s master trust from the Endius Plan, and were invested based upon the participants’ current investment elections. 
In October 2008, the Company acquired Abbott Spine, formerly a subsidiary of Abbott Laboratories. Certain employees of Abbott Spine were participants in the Abbott Laboratories 401(k) Plan (“Abbott Plan”).  Effective December 10, 2008, participants of the Abbott Plan with outstanding loan balances had those loan balances transferred to the Program’s master trust. Accordingly, $252,123 of outstanding loan balances were transferred to the Program’s Master Trust from the Abbott Plan, and are included in the total loans outstanding balance. Only participants who elected to rollover loan balances were transferred, as the Abbott Plan has not been terminated and participants previously enrolled in that Abbott Plan continue to receive benefits under that plan.  
Each participant may contribute a pre-tax and after-tax amount not to exceed a total of 30 percent of the participant’s annual salary or wages, as defined by the Program, for the Program year. The participant contributions include a basic contribution ranging from 2 percent to 6 percent of the participant’s annual salary or wages, as elected by the participant. In addition, if the participant elects a 6 percent basic contribution, a supplementary contribution from 1 percent to, generally, 24 percent, may then be authorized by the participant. All contributions are subject to certain limitations.
For participants hired on or after September 2, 2002, including all participants that were employed by companies subsequently acquired by the Company, the Company shall contribute a matching contribution equal to 100 percent of the first 6 percent of the participant’s contributions made to the Program, after six months of service. Additionally, participants hired on or after September 2, 2002, after completing six months of service, receive a fixed Company contribution of 2 percent of the employee’s base pay regardless of whether or not the employee has elected to make participant contributions to the Program. However, the participant must be employed on the last day of the applicable plan year (December 31) in order to receive this fixed Company contribution.
For participants hired before September 2, 2002 by the Company, excluding all participants that were enrolled in plans of companies subsequently acquired by the Company, the Company shall contribute a matching contribution equal to 75 percent of the first 6 percent of the participant’s contributions made to the Program. Participants hired before September 2, 2002, also participate in a defined benefit plan.
All Company matching and fixed contributions are allocated to the participants’ accounts based upon their current investment elections.
The assets of the Program are held in the Master Trust, which contains various fund options from which participants select to allocate their contributions and earnings thereon. As of December 31, 2008, the Program offered a money market fund, a common/collective fund, 25 mutual funds (34 as of December 31, 2007) and a Zimmer Stock Fund as options for participants. All investments are participant directed.
Effective September 2, 2008, no new additional contributions or transfers in were allowed into the Zimmer Stock Fund. For any assets that were in the Zimmer Stock Fund on September 2, 2008, participants may elect to transfer the assets out of the fund or have them remain in the fund until it is discontinued on December 2, 2009, at which time any remaining participant balances will automatically be transferred to other funds in the Master Trust.
Each participant’s account is credited with the participant’s contribution, the Employer’s contribution, Program earnings, and expenses, if any. Program earnings are allocated to participants on a daily basis in the same proportion as the value of the participant’s account bears to the value of all participant accounts invested in the various funds. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 


 

Zimmer Holdings, Inc. Savings and Investment Program
Notes to Financial Statements
December 31, 2008 and 2007
All voluntary participant contributions and earnings thereon are always 100 percent vested. Participants vest in the Employer matching and fixed contributions and earnings thereon 20 percent after one year with an additional 20 percent each year thereafter until fully vested after five years of service. Any portion of a participant’s account that is not vested at the time of final distribution is forfeited and used to reduce future Employer contributions. At December 31, 2008 and 2007, there were $129,579 and $339,830 of non-vested forfeitures available to reduce future Employer contributions, respectively. Non-vested benefits at December 31, 2008, plus additional forfeitures in January and February of 2009 were utilized in February 2009 to reduce the Employer contribution receivable as of December 31, 2008 by $160,000. The Employer contribution receivable amount as of December 31, 2008 recorded in the statement of net assets available for benefits reflects this reduction.
Participants or their beneficiaries may request a distribution of their account balance upon separation of service by reason of retirement, death, disability or termination. Effective April 1, 2005, all distributions are made in lump-sum amounts. Prior to April 1, 2005, at the Participant’s discretion, distributions could be made in installment payments or in lump-sum amounts. Distribution of investments in the Zimmer Stock Fund may be in cash or stock, as elected by the participant. Withdrawals may also be made when a participant attains age
59 1/2, demonstrates financial hardship or certain in-service withdrawals. There were no benefits payable to participants who were eligible to receive a distribution from the Program but had not yet been paid at December 31, 2008 and 2007.
Program expenses are paid by the Program, to the extent not paid by the Company.
Participants may borrow from the Program approved amounts up to the lesser of 50 percent of the participants’ vested account balances, or $50,000. Interest on the loan is based on the then existing prime rate offered by banks plus one percent. The loans are collateralized by the participant’s vested account balance and shall be repaid over a period as elected by the participant, not to exceed five years unless used in the purchase of a home. As of April 1, 2009, participants are responsible for paying the fees charged by the trustee of the Program to initiate or maintain a loan.
Although it is not the Company’s intent to do so, in the event the Program is terminated or upon complete discontinuance of contributions under the Program by the Company, the rights of each participant to their account on the date of such termination or discontinuance are fully vested and nonforfeitable.
3. Investments
The Program’s interest in the Master Trust, at estimated fair value, represents 5 percent or more of the Program’s net assets at December 31, 2008 and 2007.
4. Interest in Zimmer Master Trust
The Program’s investments are in the Master Trust which was established for the investment of assets of the Program and certain assets of another Zimmer sponsored retirement plan. The plans participating in the Master Trust collectively own, through the Master Trust, the assets based upon investment percentages. Participant transaction activity is designated to specific underlying investments of the Master Trust. Accordingly, each plan’s investment percentage in the Master Trust changes regularly. Income earned by the Master Trust is allocated to the various plans based upon the investment percentage on the day the income is earned. At December 31, 2008 and 2007, the Program’s interest in the net assets of the Master Trust was approximately 99.2 percent and 98.8 percent, respectively. The Program’s approximate share of the Master Trust’s investment activities for the year ended December 31, 2008 was 98.6 percent. Investment income and administrative expenses relating to the Master Trust are allocated to the individual plans based on 1) whether it is related to a specific plan (100 percent allocation to that plan), or 2) the Program’s proportionate share of the income or expense which is attributable to the Trust.

 


 

Zimmer Holdings, Inc. Savings and Investment Program
Notes to Financial Statements
December 31, 2008 and 2007
The following presents the fair value of investments and the Program’s percentage interest in each investment for the Master Trust at December 31, 2008 and 2007 and the related investment income and percentage interest of the Program for the year ended December 31, 2008:
                                 
    2008             2007          
Investments at fair value based on quoted market prices:
                               
Zimmer Stock Fund
  $ 22,893,638       93.8 %   $ 49,912,026       93.8 %
Mutual funds
    136,515,395       100.0       190,969,897       100.0  
Mutual funds — money market
    16,515,808       100.0       13,792,940       100.0  
Investments at estimated fair value:
                               
Common/collective trust fund
    39,809,661       100.0       33,565,614       100.0  
Participant loans
    6,881,852       93.4       6,204,270       93.8  
 
                           
 
                               
Total investments at fair value
    222,616,354               294,444,747          
 
                               
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
    1,615,491               254,482          
 
                           
 
                               
Total investments, reflecting fully benefit-responsive contracts at contract value
  $ 224,231,845             $ 294,699,229          
 
                           
 
                               
Investment income (loss)
                               
Interest and dividends
  $ 8,627,444       100.0 %                
 
                             
 
                               
Loan interest
  $ 504,984       94.0 %                
 
                             
 
                               
Net depreciation in fair value of investments
                               
Common stock
  $ (13,584,690 )                        
Mutual funds
    (73,566,415 )                        
 
                             
 
  $ (87,151,105 )     99.0 %                
 
                             
SFAS 157 defines fair value as the price that would be received by the Master Trust for an asset or paid by the Master Trust to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date in the Master Trust’s principal or most advantageous market for the asset or liability. SFAS 157 establishes a fair value hierarchy which requires the Master Trust to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy places the highest priority on unadjusted quoted market prices in active markets for identical assets or liabilities (level 1 measurements) and gives the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs within the fair value hierarchy are defined as follows:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Master Trust has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect the Master Trust’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

 


 

Zimmer Holdings, Inc. Savings and Investment Program
Notes to Financial Statements
December 31, 2008 and 2007
Quoted market prices are used to value mutual funds. Common/collective funds are valued at the fund’s net asset value reflecting all investments at fair value, including direct and indirect interests in fully benefit-responsive contracts, as reported by the fund manager, on the last day of the Program year. The fund’s net asset value is determined by the bank or entity sponsoring such funds by dividing the fund’s net assets at fair value by its units outstanding at the valuation date. Net assets available for benefits reflects the Program’s interest in the contract value of the stable value fund held in the Master Trust, because the Program’s allocable share of the difference between fair value and contract value for this investment is presented as a separate adjustment in the statement of net assets available for benefits. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses, and is the amount participants would receive if they were to initiate permitted transactions under the terms of the Program. The Zimmer Stock Fund consists of shares of the Company’s common stock and cash. The underlying common stock is valued at the last reported sales price at the end of the year or, if there was no sale that day, the last reported bid price. Program participant loans are valued at amortized cost, as the fair value of the loans is not practicable to estimate due to restrictions placed on the transferability of the loans. The Program presents in its statement of changes in net assets available for benefits an allocation of the Master Trust’s net income (loss) which consists of realized gains or losses, unrealized appreciation (depreciation) on investments and interest and dividend income. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Program believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 


 

Zimmer Holdings, Inc. Savings and Investment Program
Notes to Financial Statements
December 31, 2008 and 2007
Investments held by the Master Trust measured at fair value on a recurring basis, other than participant loans, are summarized below:
                         
    Fair Value Measurements  
    at December 31, 2008 Using:  
    Quoted Prices in              
    Active Markets     Significant     Significant  
    for Indentical     Other Observable     Unobservable  
    Assets     Inputs     Inputs  
    (Level 1)     (Level 2)     (Level 3)  
Zimmer Stock Fund
  $ 22,893,638     $     $  
Mutual Funds
    136,515,395              
Common/Collective Trust Fund
          39,809,661        
Mutual Funds — Money Market
    16,515,808              
 
                 
 
                       
 
  $ 175,924,841     $ 39,809,661     $  
 
                 
5. Parties-in-Interest
Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the Program any party rendering services to the Program, the Employer and certain others. At December 31, 2008 and 2007, certain investments of the Program were held in investment funds which were managed by the trustee. Fidelity is the Program custodian and, therefore, these transactions and the Program’s payment of custodial fees to Fidelity qualify as party-in-interest transactions. Participant loan transactions and investments are also party-in-interest transactions. These transactions are exempt from the prohibited transaction rules.
Participants in the Program may invest their contributions in the Zimmer Stock Fund, which primarily holds shares of Zimmer common stock. At December 31, 2008 and 2007, the Master Trust held 550,900 and 733,210 shares, respectively, of Zimmer common stock with a historical cost of $35,129,148 and $46,323,407, respectively, and a market value of $22,267,378 and $48,501,842, respectively. These transactions are exempt from the ERISA prohibited transaction rules.
The Company provides certain accounting, recordkeeping and administrative services to the Program, for which it is not compensated.

 


 

Zimmer Holdings, Inc. Savings and Investment Program
Notes to Financial Statements
December 31, 2008 and 2007
6. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2008 and 2007 to the Form 5500:
                 
    2008     2007  
Net assets available for benefits per the financial statements
  $ 225,972,050     $ 293,644,986  
Excess of contract value over estimated fair value of investments in stable value funds and synthetic investment contracts
    (1,615,491 )     (254,482 )
 
           
 
               
Net assets available for benefits per the Form 5500
  $ 224,356,559     $ 293,390,504  
 
           
The following is a reconciliation of the net decrease prior to transfers for the year ended December 31, 2008 per the financial statements to the net loss per the 2008 Form 5500:
         
    2008  
Net decrease prior to transfers per the financial statements
  $ (69,792,882 )
 
       
Change in excess of contract value over estimated fair value of investments in stable value funds and synthetic investment contracts
    (1,361,009 )
 
       
Plan transfers reported in rollovers
    (20,585 )
 
     
 
       
Net loss per the Form 5500
  $ (71,174,476 )
 
     

 


 

Zimmer Holdings, Inc. Savings and Investment Program
Schedule H, line 4i-Schedule of Assets (Held at End of Year)
at December 31, 2008
Name of plan sponsor: Zimmer Holdings, Inc.
Employer identification number: 13-4151777
Three-digit plan number: 001
                         
        (C)            
        Description of Investment            
    (B)   Including Maturity Date,           (E)
    Identity of Issue, Borrower   Rate of Interest, Collateral,   (D)   Fair
(A)   Lessor, or Similar Party   Par or Maturity Value   Cost   Value
*  
Participant loans (1,259 loans)
  $6,430,038 principal amount, interest rates ranging from 4.0% to 9.25%, due through July 12, 2023     **     $ 6,430,038  
 
*   Party-in-interest
 
**   Investments are participant directed, therefore, historical cost information is not required

 


 

SIGNATURES
     The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  ZIMMER HOLDINGS, INC.
SAVINGS AND INVESTMENT PROGRAM
 
 
  By:   /s/ Renee P. Rogers    
Date: June 17, 2009  Name: Renee P. Rogers   
  Title: Vice President, Global Human Resources