UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 8, 2018
ZIMMER BIOMET HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-16407 | 13-4151777 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
345 East Main Street
Warsaw, Indiana 46580
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (574) 267-6131
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(e) of the Exchange Act ☐
Item 8.01 | OTHER EVENTS. |
Zimmer Biomet Holdings, Inc. is filing as Exhibit 12.1 to this Current Report on Form 8-K a Statement Regarding Computation of Ratio of Earnings to Fixed Charges, which includes the calculation of its historical ratio of earnings to fixed charges for the years ended December 31, 2017, 2016, 2015, 2014 and 2013.
Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
EXHIBIT INDEX
Exhibit No. |
Description | |
12.1 | Statement Regarding Computation of Ratio of Earnings to Fixed Charges |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 8, 2018
ZIMMER BIOMET HOLDINGS, INC. | ||
By: | /s/ Chad F. Phipps | |
Name: | Chad F. Phipps | |
Title: | Senior Vice President, General Counsel | |
and Secretary |
Exhibit 12.1
Zimmer Biomet Holdings, Inc.
Computation of Ratio of Earnings to Fixed Charges
(dollars in millions)
For the year ended December 31, | ||||||||||||||||||||
2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||
Earnings: |
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Earnings before income taxes and minority interest |
$ | 464.6 | $ | 399.6 | $ | 153.2 | $ | 939.4 | $ | 1,008.1 | ||||||||||
(Income) / loss from equity investees |
| | | | (0.3 | ) | ||||||||||||||
Amortization of capitalized interest |
| | | 0.1 | 0.1 | |||||||||||||||
Interest capitalized |
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Fixed Charges |
329.6 | 359.3 | 287.5 | 63.6 | 70.7 | |||||||||||||||
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Earnings |
$ | 794.2 | $ | 758.9 | $ | 440.7 | $ | 1,003.1 | $ | 1,078.6 | ||||||||||
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Fixed Charges: |
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Interest expense (including amortization of debt discount expense, debt issuance costs and factoring) |
327.5 | 357.9 | 286.6 | 63.1 | 70.1 | |||||||||||||||
Interest capitalized |
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Portion of rents representative of the interest factor (1) |
2.1 | 1.4 | 0.9 | 0.5 | 0.6 | |||||||||||||||
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Fixed Charges |
$ | 329.6 | $ | 359.3 | $ | 287.5 | $ | 63.6 | $ | 70.7 | ||||||||||
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Ratio of Earnings to Fixed Charges |
2.4 | x | 2.1 | x | 1.5 | x | 15.8 | x | 15.3 | x | ||||||||||
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(1) | Represents managements estimate based upon market interest rates for each of the periods indicated |
For purposes of calculating the ratio of earnings to fixed charges, earnings have been computed by adding earnings before income taxes and minority interest, amortization of capitalized interest and fixed charges, and excludes equity investee income or loss and capitalized interest. Fixed charges consist of interest costs, whether expensed or capitalized, and a reasonable approximation of the interest factor deemed to be included in rental expense for all facilities and equipment.