11-K 1 c78013e11vk.htm FORM 11-K e11vk
 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

     
(Mark One)    
x   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
    For the fiscal year ended December 31, 2002
     
    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: 001-16407

     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. 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 Auditors
       
 
   
Financial Statements:
       
 
     
Statements of Net Assets Available for Benefits at
       
       
December 31, 2002 and 2001
       
 
     
Statement of Changes in Net Assets Available for Benefits for the
       
       
Year Ended December 31, 2002
       
 
     
Notes to Financial Statements
       
 
 
Supplemental Schedules:
       
 
     
Form 5500, Schedule H, line 4(i) — Schedule of Assets (Held at End of Year)
       
 
 
(Supplemental schedules not listed are omitted due to the absence of conditions under which they are required.)
       
 
(b) Exhibits
       
     
23.1   Consent of PricewaterhouseCoopers LLP
     
99.1   Certification Pursuant to 18 U.S.C. Section 1850, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 


 

Zimmer Holdings, Inc.
Savings and Investment Program
Report on Audit of Financial Statements and
Supplemental Schedule
For the Year Ended December 31, 2002

 


 

Zimmer Holdings, Inc. Savings and Investment Program
Index to Financial Statements


           
      Page
Report of Independent Auditors
    1  
Financial Statements:
       
 
Statements of Net Assets Available for Benefits at December 31, 2002 and 2001
    2  
 
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2002
    3  
 
Notes to Financial Statements
    4-9  
 
Supplemental Schedule:
       
Schedule H, line 4i—Schedule of Assets (Held at End of Year)
    10  

Note: 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.

 


 

Report of Independent Auditors

To the Participants and Administrator of
the Zimmer Holdings, Inc. Savings and Investment Program

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Zimmer Holdings, Inc. Savings and Investment Program (the “Program”) at December 31, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Program’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held 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. This supplemental schedule is the responsibility of the Program’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

(PRICEWATERHOUSECOOPERS SIG)

June 27, 2003

 


 

Zimmer Holdings, Inc. Savings and Investment Program
Statements of Net Assets Available for Benefits
at December 31, 2002 and 2001


                     
        2002   2001
       
 
Investments:
               
 
Program interest in Zimmer Master Trust
  $ 110,674,983     $ 130,534,992  
 
Participant loans
    2,113,242       2,308,737  
 
 
   
     
 
   
Total investments
    112,788,225       132,843,729  
Contributions receivable:
               
 
Employee
    465,592       244,104  
 
Employer
    222,538       119,811  
 
 
   
     
 
   
Net assets available for benefits
  $ 113,476,355     $ 133,207,644  
 
 
   
     
 

The accompanying notes are an integral part of these financial statements.

2


 

Zimmer Holdings, Inc. Savings and Investment Program
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 2002


             
Additions:
       
 
Loan interest
  $ 185,802  
 
 
   
 
 
Contributions:
       
   
Employees
    7,019,326  
   
Employer
    3,361,585  
   
Rollovers
    737,600  
 
 
   
 
   
Total contributions
    11,118,511  
 
 
   
 
   
Total additions
    11,304,313  
 
 
   
 
Deductions:
       
 
Benefits paid directly to participants
    5,836,433  
 
Program interest in Zimmer Master Trust investment loss
    25,559,615  
 
Other
    3,576  
 
 
   
 
   
Total deductions
    31,399,624  
 
 
   
 
   
Net decrease prior to transfers to/from another plan
    (20,095,311 )
Net transfer to/from another plan (Note 2)
    364,022  
 
 
   
 
Net decrease
  $ (19,731,289 )
Net assets available for benefits
       
 
Beginning of year
  133,207,644  
 
 
   
 
 
End of year
  $ 113,476,355  
 
 
   
 

The accompanying notes are an integral part of these financial statements.

3


 

Zimmer Holdings, Inc. Savings and Investment Program
Notes to Financial Statements
at December 31, 2002


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.
 
    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 and are commingled with certain assets of another benefit plan sponsored by Zimmer Holdings, Inc. The fair value of the Program’s interest in the Zimmer Holdings, Inc. Savings and Investment Program Master Trust (“Zimmer 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 Zimmer Master Trust include common stocks, mutual funds, common collective funds, and cash and cash equivalents. The Zimmer Stock Fund and the Bristol-Myers Squibb Stock Fund (“BMS Fund”) consist of shares of each 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.
 
    Quoted market prices are used to value mutual funds. Common/collective funds are valued at the fund’s net asset value on the last day of the Program year. Cash equivalents are valued at cost plus interest earned, which approximates fair value. Participant loans are valued at cost, which approximates fair value. 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.
 
    Use of Estimates
 
    The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 common stock funds, 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 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 statement 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 stated that the Program, as then designed, is in compliance with the applicable requirements of the Internal Revenue Code (“IRC”). The Program has been amended since receiving this determination letter, however, the Plan administrator believes the Program is currently designed and is being operated in compliance with the applicable requirements of the IRC.

4


 

Zimmer Holdings, Inc. Savings and Investment Program
Notes to Financial Statements
at December 31, 2002


2.   Description of Program
 
    The following description of the Program provides only general information. Participants should refer to the Summary Plan Description or Plan agreement, available from the Plan administrator, for a more complete description of the Program’s provisions.
 
    The Program was established August 6, 2001 concurrent with the date Zimmer Holdings, Inc. (the “Company” or “Employer”) 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. During 2002, participant accounts from the BMS Program continued to transfer to the Program. Effective January 1, 2002, generally all employees of the Company who work at least 1,000 hours in a twelve-month period and who were not participants in the BMS Program on the effective date of the Program are eligible to participate in the Program. Prior to that date, employees who worked at least six months were eligible to participate in the Plan. The Program is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
 
    Each participant may contribute a pre-tax and after-tax amount not to exceed a total of 30% (16% for 2001) 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% to 6% of the participant’s annual salary or wages, as elected by the participant. In addition, if the participant elects a 6% basic contribution, a supplementary contribution of from 1% to, generally, 24% (10% in 2001), may then be authorized by the participant. Effective January 1, 2002, employees expected to work over 1,000 hours are immediately eligible to make pretax and after-tax contributions after one hour of service. The Company shall contribute a matching contribution equal to 75% of the first 6% of the participant’s contributions made to the Program. Effective January 1, 2002, participants must work six months prior to becoming eligible for Employer match contributions. All contributions are subject to certain limitations.
 
    The assets of the Program are held in the Zimmer Master Trust, which contains various fund options from which participant select to allocate their voluntary participant contribution and earnings thereon. During 2002, the Program offered a money market fund, a common/collective fund, seven mutual funds and a Zimmer Stock Fund as options for participants. All Employer matching contributions are invested in the Zimmer Stock Fund. At age 55, however, participants are allowed to redirect their future Employer matching contributions to other funds as well as to liquidate and invest any portion or all of their investment in the Zimmer Stock Fund. No participants are allowed to invest in the Bristol-Myers Squibb Stock Fund that was transferred to the Program in conjunction with the spin-off of the Company. Effective August 6, 2003, the BMS fund will be liquidated as per terms of the Company’s spin-off from Bristol-Myers Squibb Company. Prior to that date, participants can elect to transfer the balance in their BMS fund to other investment options. Account balances of participants not electing to transfer their BMS funds will automatically be transferred to the money market fund.
 
    Each participant’s account is credited with the participant’s contribution, the Employer’s matching 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 Fund. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

5


 

Zimmer Holdings, Inc. Savings and Investment Program
Notes to Financial Statements
at December 31, 2002


2.   Description of Plan, continued
 
    All voluntary participant contributions and earnings thereon are always 100% vested. Participants vest in the Employer matching contributions and earnings thereon 20% after one year with an additional 20% each year thereafter until fully vested after five years of service. All participant account balances transferred from the BMS Program on August 6, 2001 became 100% vested on that date, including future earnings thereon. Any portion of a participants’ account that is not vested at the time of final distribution is forfeited and used to reduce future Employer contributions. During the year ended December 31, 2002, there was approximately $1,007 of non-vested forfeitures used to reduce Employer contributions. At December 31, 2002 and 2001, there were $6,612 and $231 of non-vested forfeitures available to reduce future Employer contributions, respectively.
 
    Participants or their beneficiaries may request a distribution of their account balance upon separation of service by reason of retirement, death, disability or termination. Distributions may, generally, be made in installment payments or in lump-sum amounts. Distribution of investments in the Zimmer Stock Fund or the BMS 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 or demonstrates financial hardship. 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, 2002 and 2001.
 
    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% of the participants’ vested account balances, or $50,000. Interest on the loan is based on the then existing prime rate offered by banks. The loans are collateralized by the participants’ vested account balances and shall be repaid generally over a period of five years.
 
    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 Zimmer Master Trust, at estimated fair value, represents 5% or more of the Program’s net assets at December 31, 2002 and 2001.
 

6


 

Zimmer Holdings, Inc. Savings and Investment Program
Notes to Financial Statements
at December 31, 2002


4.   Interest in Zimmer Master Trust
 
    The Program’s investments are in the Zimmer 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 Zimmer Master Trust collectively own, through the Zimmer Master Trust, the assets based upon investment percentages. Participant transaction activity is designated to specific plans. Accordingly, each plan’s investment percentage in the Zimmer Master Trust changes regularly. Income earned by the Zimmer Master Trust is allocated to the various plans based upon the investment percentage on the day the income is earned. At December 31, 2002 and 2001, the Program’s interest in the net assets of the Zimmer Master Trust was approximately 98.0% and 97.8%, respectively. The Program’s approximate share of the Zimmer Master Trust’s investment activities for the year ended December 31, 2002 was 97.8%. Investment income and administrative expenses relating to the Zimmer Master Trust are allocated to the individual plans based on 1) whether it is related to a specific plan (100% allocation to that plan), or 2) the Program’s proportionate share of the income or expense which is attributable to the Trust.

7


 

Zimmer Holdings, Inc. Savings and Investment Program
Notes to Financial Statements
at December 31, 2002


4.   Interest in Zimmer Master Trust, continued
 
    The following presents the fair value of investments and the Program’s percentage interest in each investment for the Zimmer Master Trust at December 31, 2002 and 2001 and the related investment income and percentage interest for the year ended December 31, 2002:

                                     
        2002           2001        
       
         
       
Investments:
                               
 
Stock funds
  $ 57,647,567       96.2 %   $ 84,915,493       96.5 %
 
Mutual funds
    27,619,735       100.0       28,081,738       100.0  
 
Common/collective trust fund
    23,341,819       100.0       19,134,336       100.0  
 
Cash and cash equivalents
    4,278,334       100.0       1,407,113       100.0  
 
   
             
         
 
  $ 112,887,455             $ 133,538,680          
 
   
             
         
Investment income:
                               
 
Interest and dividends
  $ 2,857,835       97.9 %                
 
   
                         
 
Net depreciation in fair value of investments:
                               
   
Common stocks
  $ (22,017,137 )                        
   
Mutual funds
    (4,123,172 )                        
 
   
                         
 
  $ (26,140,309 )     97.8 %                
 
   
                         

5.   Nonparticipant Directed Investments
 
    The stock funds are made up of the Zimmer Stock Fund and the BMS Stock Fund. The Zimmer Stock Fund includes both participant-directed and nonparticipant-directed investments which cannot be separately determined.
 
    Information about the net assets and the significant components of the changes in net assets, including both participant-directed and nonparticipant-directed components of the Stock funds, at December 31, 2002 and 2001 and for the year ended December 31, 2002 is as follows:

                     
        2002   2001
       
 
Net assets:
               
 
Stock funds
  $ 55,435,095     $ 81,911,805  
 
   
     
 
Changes in net assets:
               
 
Contributions
    5,768,122          
 
Interest and dividends
    1,190,724          
 
Net depreciation
    (21,510,650 )        
 
Benefits paid
    (2,570,720 )        
 
Other, including loan activity
    (9,354,186 )        
 
   
         
   
Net decrease
  $ (26,476,710 )        
 
   
         

8


 

Zimmer Holdings, Inc. Savings and Investment Program
Notes to Financial Statements
at December 31, 2002


6.   Parties-in-Interest
 
    At December 31, 2002 and 2001, certain investments of the Program were held in investment funds which were managed by the trustee.
 
    Participants in the Plan may invest their contributions in the Zimmer Stock Fund, as applicable, which primarily holds shares of Zimmer common stock. At December 31, 2002 and 2001, the Zimmer Master Trust held 839,395 and 577,966 shares, respectively, of Zimmer common stock with a historical cost of $26,286,882 and $14,488,655, respectively, and a market value of $34,851,680 and $17,651,082, 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.

9


 

Zimmer Holdings, Inc. Savings and Investment Program
Schedule H, line 4i—Schedule of Assets (Held at End of Year)


                 
    Description of Investment            
    Including Maturity Date,            
Identity of Issue, Borrower   Rate of Interest, Collateral,       Fair
Lessor, or Similar Party   Par or Maturity Value   Cost   Value
*Participant loans (360 loans)   $2,113,242 principal amount, interest rates ranging from 5.75% to 10.5%, due through October 22, 2012   $-   $ 2,113,242  

*Party-in-interest

10


 

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/ DENNIS KLINE
       
Date: June 30, 2003       Dennis Kline,
Vice President, Human Resources
Zimmer Holdings, Inc.