11-K 1 c86329e11vk.htm ANNUAL REPORT e11vk
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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, 2003

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

 


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REQUIRED INFORMATION
Report of Independent Registered Public Accounting Firm
Statement of Net Assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Schedule H, line 4i—Schedule of Assets (Held at End of Year)
SIGNATURES
Consent of PricewaterhouseCoopers LLP


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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 Registered Public Accounting Firm

Financial Statements:

Statements of Net Assets Available for Benefits at December 31, 2003 and 2002

Statements of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2003

Notes to Financial Statements

Supplemental Schedule:

Schedule H, Part IV, Line 4(i) — Schedule of Assets (Held at End of Year)

    Other supplemental schedules required by Section 2520.1-3-10 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 PricewaterhouseCoopers LLP

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Report of Independent Registered Public Accounting Firm

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, 2003 and 2002, and the changes in net assets available for benefits for the year ended December 31, 2003 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 the standards of the Public Company Accounting Oversight Board (United States) and auditing standards generally accepted in the United States of America. 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, 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.

/s/ PRICEWATERHOUSECOOPERS LLP

Chicago, Illinois
June 24, 2004

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Zimmer Holdings, Inc. Savings and Investment Program
Statements of Net Assets Available for Benefits
at December 31, 2003 and 2002

                 
    2003
  2002
Investments
               
Program interest in Zimmer Master Trust
  $ 153,490,451     $ 110,674,983  
Participant loans
    2,173,610       2,113,242  
 
   
 
     
 
 
Total investments
    155,664,061       112,788,225  
Contributions receivable
               
Employee
    271,980       465,592  
Employer
    128,556       222,538  
 
   
 
     
 
 
Net assets available for benefits
  $ 156,064,597     $ 113,476,355  
 
   
 
     
 
 

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

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Zimmer Holdings, Inc. Savings and Investment Program
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 2003

         
Additions
       
Loan interest
  $ 191,150  
Program interest in Zimmer Master Trust investment income
    40,713,581  
Contributions Employees
    7,609,872  
Employer
    3,648,884  
Rollovers
    368,028  
 
   
 
 
Total contributions
    11,626,784  
 
   
 
 
Total additions
    52,531,515  
 
   
 
 
Deductions
       
Benefits paid directly to participants
    9,937,828  
Other
    5,445  
 
   
 
 
Total deductions
    9,943,273  
 
   
 
 
Net increase
  $ 42,588,242  
Net assets available for benefits
       
Beginning of year
    113,476,355  
 
   
 
 
End of year
  $ 156,064,597  
 
   
 
 

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

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Zimmer Holdings, Inc. Savings and Investment Program
Notes to Financial Statements
December 31, 2003

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 (the Zimmer Stock Fund at December 31, 2003 and the Zimmer Stock Fund and the Bristol-Myer’s Squibb Stock Fund (“BMS Fund”) at December 31, 2002), mutual funds, common/collective funds, and cash and cash equivalents. The Zimmer Stock Fund and the 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. The fund’s net asset value is determined by the bank sponsoring such funds by dividing the fund’s net assets at fair value by its units outstanding at the valuation date. 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.
 
    Payments of Benefits
 
    Benefits are recorded when paid.
 
    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 statements of net assets available for benefits and the statement of changes in net assets available for benefits.

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Zimmer Holdings, Inc. Savings and Investment Program
Notes to Financial Statements
December 31, 2003

1.   Summary of Significant Accounting Policies,  continued
     
    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.
 
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. 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 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”).
 
    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. 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. All contributions are subject to certain limitations.

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Zimmer Holdings, Inc. Savings and Investment Program
Notes to Financial Statements
December 31, 2003

2.   Description of Program, continued
 
    The assets of the Program are held in the Zimmer Master Trust, which contains various fund options from which participants select to allocate their voluntary participant contribution and earnings thereon. During 2003, the Program offered a money market fund, a common/collective fund, fifteen mutual funds (seven in 2002) 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 reinvest any portion or all of their investment in the Zimmer Stock Fund derived from Employer contributions to other Program funds. Participants were not 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. On August 6, 2003, the BMS Fund was liquidated as per terms of the Company’s spin-off from Bristol-Myers Squibb Company. Prior to that date, participants could elect to transfer the balance in their BMS Fund to other investment options. Account balances of participants not electing to transfer their BMS Funds were automatically 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.
 
    All voluntary participant contributions and earnings thereon are always 100 percent vested. Participants vest in the Employer matching 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. All participant account balances transferred from the BMS Program on August 6, 2001 became 100 percent 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, 2003, there were no non-vested forfeitures used to reduce Employer contributions. At December 31, 2003 and 2002, there were $42,176 and $6,612 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. At the participant’s discretion, 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 (prior to August 6, 2003) 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, 2003 and 2002.
 
    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. 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.

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Zimmer Holdings, Inc. Savings and Investment Program
Notes to Financial Statements
December 31, 2003

3.   Investments
 
    The Program’s interest in the Zimmer Master Trust, at estimated fair value, represents 5 percent or more of the Program’s net assets at December 31, 2003 and 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, 2003 and 2002, the Program’s interest in the net assets of the Zimmer Master Trust was approximately 97.7 percent and 98.0 percent, respectively. The Program’s approximate share of the Zimmer Master Trust’s investment activities for the year ended December 31, 2003 was 96.6 percent. 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 percent allocation to that plan), or 2) the Program’s proportionate share of the income or expense which is attributable to the Trust.
 
    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, 2003 and 2002 and the related investment income and percentage interest for the year ended December 31, 2003:

                                 
    2003           2002        
Investments
                               
Stock funds
  $ 72,856,940       95.0 %   $ 57,647,567       96.2 %
Mutual funds
    48,729,117       100.0       27,619,735       100.0  
Common/collective trust fund
    23,780,568       100.0       23,341,819       100.0  
Cash and cash equivalents
    11,744,071       100.0       4,278,334       100.0  
 
   
 
             
 
         
 
  $ 157,110,696             $ 112,887,455          
 
   
 
             
 
         
Investment income
                               
Interest and dividends
  $ 2,680,408       99.4 %                
 
   
 
                         
Net appreciation in fair value of investments
                               
Common stocks
  $ 30,884,484                          
Mutual funds
    8,562,225                          
 
   
 
                         
 
  $ 39,446,709       96.5 %                
 
   
 
                         

5.   Nonparticipant Directed Investments
 
    The stock funds are made up of the Zimmer Stock Fund at December 31, 2003 and the Zimmer Stock Fund and the BMS Stock Fund at December 31, 2002. The Zimmer Stock Fund includes both participant-directed and nonparticipant-directed investments which cannot be separately determined.

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Zimmer Holdings, Inc. Savings and Investment Program
Notes to Financial Statements
December 31, 2003

5.   Nonparticipant Directed Investments, continued
 
    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, 2003 and 2002 and for the year ended December 31, 2003 is as follows:

                 
    2003
  2002
Net assets
               
Stock funds
  $ 69,236,695     $ 55,435,095  
 
   
 
     
 
 
Changes in net assets
               
Contributions
    6,427,759          
Interest and dividends
    653,058          
Net appreciation
    29,485,971          
Benefits paid
    (4,680,347 )        
Transfers to other Program funds, including the BMS Fund liquidation
    (17,792,158 )        
Other, including loan activity
    (292,683 )        
 
   
 
         
Net increase
  $ 13,801,600          
 
   
 
         

6.   Parties-in-Interest
 
    At December 31, 2003 and 2002, 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, 2003 and 2002, the Zimmer Master Trust held 1,000,676 and 839,395 shares, respectively, of Zimmer common stock with a historical cost of $39,306,872 and $26,286,882, respectively, and a market value of $70,447,590 and $34,851,680, 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.
 
7.   Subsequent Events
 
    Effective April 1, 2004, the following plan amendments were made:
 
    For all participants, Company matching contributions are no longer automatically invested in the Zimmer Stock Fund, and all restrictions on the Zimmer Stock Fund have been lifted. Company matching contributions are allocated to the participants’ accounts based upon their current investment elections.
 
    For participants hired on or after September 2, 2002, the Company matching contribution has been increased to 100 percent of the first 6 percent of the participant’s contributions made to the Program.

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Zimmer Holdings, Inc. Savings and Investment Program
Notes to Financial Statements
December 31, 2003

7.   Subsequent Events, continued
 
    Also, an employee hired on or after September 2, 2002, after completing six months of service, is eligible to receive a fixed 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 provided, however, that the participant must be employed on the last day of the applicable plan year (December 31). The fixed contribution is invested in accordance with the participant’s investment allocation. For employees hired prior to April 1, 2004, the six-month eligibility period was waived for all Company matching contributions.
 
    On October 2, 2003, the Company closed its exchange offer for Centerpulse AG (“Centerpulse”), an orthopaedic medical device company headquartered in Switzerland with operations in the U.S. Certain employees of Centerpulse in the U.S. were participants in the Centerpulse Retirement Plan. Effective April 1, 2004, the participants of the Centerpulse Retirement Plan became part of the Program, and are eligible for the same benefits as Company employees hired on or after September 2, 2002. Accordingly, approximately $74 million was transferred to the Zimmer Master Trust from the Centerpulse Retirement Plan, and was invested based upon the participants’ current investment elections.

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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, Rate of        
Identity of Issue,   Interest,        
Borrower Lessor, or   Collateral, Par or        
Similar Party   Maturity Value   Cost   Fair Value
*Participant loans
(366 loans)
  $2,173,610 principal amount, interest rates ranging from 5.0% to 10.5%, due through December 31, 2013     $2,173,610  

*Party-in-interest

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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
 
 
Date: June 25, 2004  By:   /s/ Renee Rogers    
    Vice President, Corporate Human Resources   
       
 

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