14.

RETIREMENT BENEFIT PLANS

We have defined benefit pension plans covering certain U.S. and Puerto Rico employees. The employees who are not participating in the defined benefit plans receive additional benefits under our defined contribution plans. Plan benefits are primarily based on years of credited service and the participant’s average eligible compensation. In addition to the U.S. and Puerto Rico defined benefit pension plans, we sponsor various non-U.S. pension arrangements, including retirement and termination benefit plans required by local law or coordinated with government sponsored plans.

We use a December 31 measurement date for our benefit plans.

Defined Benefit Plans

The components of net pension expense for our defined benefit retirement plans are as follows (in millions):


	U.S. and Puerto Rico									Non-U.S.
For the Years Ended December 31,	2012			2011			2010			2012			2011			2010
Service cost	$	11.4		$	11.4		$	10.9		$	15.0		$	16.8		$	14.6
Interest cost		13.3			13.0			11.5			6.1			7.3			6.7
Expected return on plan assets		(25.5	)		(21.9	)		(18.1	)		(7.6	)		(9.6	)		(8.0	)
Settlement		0.7			—			—			—			—			—
Amortization of prior service cost		(2.0	)		—			(0.1	)		(0.9	)		(0.8	)		(0.7	)
Amortization of unrecognized actuarial loss		11.4			6.2			2.4			1.9			1.2			1.2

Net periodic benefit cost	$	9.3		$	8.7		$	6.6		$	14.5		$	14.9		$	13.8

The weighted average actuarial assumptions used to determine net pension expense for our defined benefit retirement plans were as follows:


	U.S. and Puerto Rico									Non-U.S.
For the Years Ended December 31,	2012			2011			2010			2012			2011			2010
Discount rate		4.97	%		5.82	%		6.26	%		2.58	%		2.82	%		3.19	%
Rate of compensation increase		3.81	%		3.81	%		3.80	%		2.77	%		2.64	%		2.63	%
Expected long-term rate of return on plan assets		7.75	%		7.75	%		7.50	%		3.51	%		4.01	%		4.12	%

The expected long-term rate of return on plan assets is based on the historical and estimated future rates of return on the different asset classes held in the plans. The expected long-term rate of return is the weighted average of the target asset allocation of each individual asset class. We believe that historical asset results approximate expected market returns applicable to the funding of a long-term benefit obligation.

Discount rates were determined for each of our defined benefit retirement plans at their measurement date to reflect the yield of a portfolio of high quality bonds matched against the timing and amounts of projected future benefit payments.

Changes in projected benefit obligations and plan assets were (in millions):


	U.S. and Puerto Rico						Non-U.S.
For the Years Ended December 31,	2012			2011			2012			2011
Projected benefit obligation – beginning of year	$	290.0		$	227.1		$	235.1		$	226.5
Service cost		11.4			11.4			15.0			16.8
Interest cost		13.3			13.0			6.1			7.3
Plan amendments		(17.1	)		–			–			–
Employee contributions		–			–			17.5			15.9
Benefits paid		(7.0	)		(4.5	)		(21.3	)		(36.7	)
Settlement		(1.1	)		–			–			–
Actuarial (gain) loss		24.8			43.0			6.9			0.4
Prior service cost		–			–			(3.7	)		(1.6	)
Expenses paid		–			–			(0.2	)		(0.1	)
Translation loss		–			–			4.0			6.6

Projected benefit obligation – end of year	$	314.3		$	290.0		$	259.4		$	235.1

Plan assets at fair market value – beginning of year	$	275.1		$	244.9		$	205.1		$	206.0
Actual return on plan assets		40.7			(2.1	)		11.4			(2.5	)
Employer contributions		54.2			36.8			15.5			16.0
Employee contributions		–			–			17.5			15.9
Benefits paid		(7.0	)		(4.5	)		(21.3	)		(36.7	)
Expenses paid		–			–			(0.2	)		(0.1	)
Translation gain		–			–			3.6			6.5

Plan assets at fair market value – end of year	$	363.0		$	275.1		$	231.6		$	205.1

Funded status	$	48.7		$	(14.9	)	$	(27.8	)	$	(30.0	)

Amounts recognized in consolidated balance sheet:
Prepaid pension	$	61.9		$	–		$	7.5		$	4.3
Short-term accrued benefit liability		(0.4	)		(1.0	)		–			–
Long-term accrued benefit liability		(12.8	)		(13.9	)		(35.3	)		(34.3	)

Net amount recognized	$	48.7		$	(14.9	)	$	(27.8	)	$	(30.0	)

Amounts recognized in accumulated other comprehensive income:
Unrecognized prior service cost	$	(14.5	)	$	0.6		$	(9.6	)	$	(6.7	)
Unrecognized actuarial loss		136.9			140.4			35.9			45.5

Total amount recognized	$	122.4		$	141.0		$	26.3		$	38.8

We estimate the following amounts recorded as part of accumulated other comprehensive income will be recognized as part of our net pension expense during 2013 (in millions):


	U.S. and Puerto Rico			Non-U.S.
Unrecognized prior service cost	$	(2.6	)	$	(1.3	)
Unrecognized actuarial loss		15.4			1.9

	$	12.8		$	0.6

The weighted average actuarial assumptions used to determine the projected benefit obligation for our defined benefit retirement plans were as follows:


	U.S. and Puerto Rico									Non-U.S .
For the Years Ended December 31,	2012			2011			2010			2012			2011			2010
Discount rate		4.32	%		5.05	%		5.82	%		2.15	%		2.49	%		2.82	%
Rate of compensation increase		3.29	%		3.81	%		3.80	%		2.75	%		2.76	%		2.61	%

Plans with projected benefit obligations in excess of plan assets were as follows (in millions):


	U.S. and Puerto Rico				Non-U.S.
As of December 31,	2012		2011		2012		2011
Projected benefit obligation	$	29.3	$	290.0	$	233.1	$	211.5
Plan assets at fair market value		16.0		275.1		197.7		177.3

Plans with accumulated benefit obligations in excess of plan assets were as follows (in millions):


	U.S. and Puerto Rico				Non-U.S.
As of December 31,	2012		2011		2012		2011
Accumulated benefit obligation	$	26.9	$	22.4	$	191.9	$	190.4
Plan assets at fair market value		16.0		13.0		168.8		168.7

The accumulated benefit obligation for U.S. and Puerto Rico defined benefit retirement pension plans was $268.7 million and $241.3 million as of December 31, 2012 and 2011, respectively. The accumulated benefit obligation for non-U.S. defined benefit retirement plans was $244.9 million and $219.9 million as of December 31, 2012 and 2011, respectively.

The benefits expected to be paid out in each of the next five years and for the five years combined thereafter are as follows (in millions):


For the Years Ending December 31,	U.S. and Puerto Rico		Non-U.S.
2013	$	8.9	$	16.2
2014		10.4		14.2
2015		11.4		16.3
2016		13.1		16.1
2017		14.6		16.4
2018-2022		96.5		109.7

The U.S. and Puerto Rico defined benefit retirement plans’ overall investment strategy is to maximize total returns by emphasizing long-term growth of capital while mitigating risk. We have established target ranges of assets held by the plans of 45 to 50 percent for equity securities, 35 to 40 percent for debt securities and 5 to 15 percent in non-traditional investments. The plans strive to have sufficiently diversified assets so that adverse or unexpected results from one asset class will not have an unduly detrimental impact on the entire portfolio. We regularly review the investments in the plans and we may rebalance them from time-to-time based upon the target asset allocation of the plans.

For the U.S. and Puerto Rico plans, we maintain an investment policy statement that guides the investment allocation in the plans. The investment policy statement describes the target asset allocation positions described above. We have a benefits committee to monitor compliance with and administer the investment policy statement and the plans’ assets and oversee the general investment strategy and objectives of the plans. The benefits committee generally meets quarterly to review performance and to ensure that the current investment allocation is within the parameters of the investment policy statement.

The investment strategies of non-U.S. based plans vary according to the plan provisions and local laws. The majority of the assets in non-U.S. based plans are located in Switzerland-based plans. These assets are held in trusts and are commingled with the assets of other Swiss companies with representatives of all the companies making the investment decisions. The overall strategy is to maximize total returns while avoiding risk. The trustees of the assets have established target ranges of assets held by the plans of 30 to 50 percent in debt securities, 20 to 37 percent in equity securities, 15 to 24 percent in real estate, 3 to 15 percent in cash funds and 0 to 12 percent in other funds.

The fair value of our U.S. and Puerto Rico pension plan assets by asset category was as follows (in millions):


	As of December 31, 2012
			Fair Value Measurements at Reporting Date Using:
Asset Category	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	3.2	$	3.2	$	–	$	–
Equity securities:
U.S. large-cap		60.3		–		60.3		–
U.S. small-cap		22.1		–		22.1		–
International		87.5		–		87.5		–
Real estate		29.5		–		29.5		–
Commodity-linked mutual funds		38.3		–		38.3		–
Intermediate fixed income securities		122.1		–		122.1		–

Total	$	363.0	$	3.2	$	359.8	$	–


	As of December 31, 2011
			Fair Value Measurements at Reporting Date Using:
Asset Category	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	1.4	$	1.4	$	–	$	–
Equity securities:
U.S. large-cap		52.9		–		52.9		–
U.S. small-cap		17.4		–		17.4		–
International		50.0		–		50.0		–
Real estate		18.7		–		18.7		–
Commodity-linked mutual funds		25.0		–		25.0		–
Intermediate fixed income securities		109.7		–		109.7		–

Total	$	275.1	$	1.4	$	273.7	$	–

The fair value of our non-U.S. pension plan assets was as follows (in millions):


	As of December 31, 2012
			Fair Value Measurements at Reporting Date Using:
Asset Category	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	12.7	$	12.7	$	–	$	–
Equity securities:
Energy		1.7		1.7		–		–
Materials		2.6		2.6		–		–
Industrials		4.1		4.1		–		–
Consumer discretionary		2.2		2.2		–		–
Consumer staples		3.0		3.0		–		–
Healthcare		4.9		4.9		–		–
Financials		7.3		7.3		–		–
Information technology		2.5		2.5		–		–
Telecommunication services		1.0		1.0		–		–
Utilities		1.6		1.6		–		–
Other		35.1		32.5		2.6		–
Fixed income securities:
Government bonds		44.9		–		44.9		–
Corporate bonds		37.9		–		37.9		–
Asset-backed securities		13.2		–		13.2		–
Other debt		1.0		–		1.0		–
Other types of investments:
Mortgage loans		5.4		–		5.4		–
Insurance contracts		5.9		–		5.9		–
Other investments		7.5		–		7.5		–
Real estate		37.1		–		–		37.1

Total	$	231.6	$	76.1	$	118.4	$	37.1


	As of December 31, 2011
			Fair Value Measurements at Reporting Date Using:
Asset Category	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	10.8	$	10.8	$	–	$	–
Equity securities:
Energy		1.9		1.9		–		–
Materials		2.0		2.0		–		–
Industrials		3.7		3.7		–		–
Consumer discretionary		2.1		2.1		–		–
Consumer staples		4.0		4.0		–		–
Healthcare		6.0		6.0		–		–
Financials		5.8		5.8		–		–
Information technology		2.3		2.3		–		–
Telecommunication services		1.0		1.0		–		–
Utilities		1.6		1.6		–		–
Other		28.9		26.6		2.3		–
Fixed income securities:
Government bonds		42.5		–		42.5		–
Corporate bonds		35.5		–		35.5		–
Asset-backed securities		8.4		–		8.4		–
Other debt		1.1		–		1.1		–
Other types of investments:
Mortgage loans		5.2		–		5.2		–
Insurance contracts		5.5		–		5.5		–
Other investments		5.0		–		5.0		–
Real estate		31.8		–		–		31.8

Total	$	205.1	$	67.8	$	105.5	$	31.8

As of December 31, 2012 and 2011, our defined benefit pension plans’ assets did not hold any direct investment in Zimmer Holdings common stock.

Equity securities are valued using a market approach, based on quoted prices for the specific security from transactions in active exchange markets (Level 1), or in some cases where we are invested in mutual or collective funds, based upon the net asset value per unit of the fund which is determined from quoted market prices of the underlying securities in the fund’s portfolio (Level 2). Fixed income securities are valued using a market approach, based upon quoted prices for the specific security or from institutional bid evaluations. Some fixed income securities are in funds with a net asset value per unit which is determined using similar techniques for the underlying securities in the fund’s portfolio. Real estate is valued by discounting to present value the cash flows expected to be generated by the specific properties.

The following table provides a reconciliation of the beginning and ending balances of our non-U.S. pension plan assets measured at fair value that used significant unobservable inputs (Level 3) (in millions):


	December 31, 2012
Beginning Balance		31.8
Gains on assets sold		0.2
Change in fair value of assets		0.9
Net purchases and sales		3.3
Translation gain		0.9

Ending Balance	$	37.1

We expect that we will have no legally required minimum funding requirements in 2013 for the qualified U.S. and Puerto Rico defined benefit retirement plans. We expect to voluntarily contribute between $24 million and $42 million to these plans during 2013. Contributions to non-U.S. defined benefit plans are estimated to be approximately $16 million in 2013. We do not expect the assets in any of our plans to be returned to us in the next year.

Defined Contribution Plans

We also sponsor defined contribution plans for substantially all of the U.S. and Puerto Rico employees and certain employees in other countries. The benefits offered under these plans are reflective of local customs and practices in the countries concerned. We expensed $26.5 million, $25.7 million and $24.4 million related to these plans for the years ended December 31, 2012, 2011 and 2010, respectively.