8-K

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):  April 26, 2018

ZIMMER BIOMET HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-16407	13-4151777
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

345 East Main Street

Warsaw, Indiana 46580

(Address of principal executive offices) (Zip Code)

Registrant’s 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(a) of the Exchange Act.  ☐

Item 2.02 Results of Operations and Financial Condition.

On April 26, 2018, Zimmer Biomet Holdings, Inc. (the “Company”) issued a press release reporting its financial results for the quarter ended March 31, 2018.  The press release is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference and constitutes a part of this report.

The information contained in Item 2.02 of this report, including Exhibit 99.1 hereto, is being furnished and shall not be deemed to be “filed” with the Securities and Exchange Commission for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX
Exhibit No.	Description
99.1	Press release dated April 26, 2018

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.

Dated:  April 26, 2018

ZIMMER BIOMET HOLDINGS, INC.
By:	/s/ Chad F. Phipps
Name:	Chad F. Phipps
Title:	Senior Vice President, General Counsel and Secretary

EX-99.1

345 E. Main St.
Warsaw, IN 46580
www.zimmerbiomet.com	Exhibit 99.1

Media	Investors
Monica Kendrick	Coleman Lannum
(574) 372-4989	(574) 371-9480
Monica.Kendrick@ZimmerBiomet.com	Cole.Lannum@ZimmerBiomet.com
	Derek Davis
	(574) 372-4250
	Derek.Davis@ZimmerBiomet.com

Zimmer Biomet Announces

First Quarter 2018 Financial Results

• Net sales of $2.018 billion for the first quarter represent an increase of 2.3% over the prior year period, and a decrease of 1.5% on a constant currency basis

• Diluted EPS for the first quarter were $0.85 reported, a decrease of 42.2% from the prior year period

• Adjusted diluted EPS for the first quarter were $1.91, a decrease of 10.3% from the prior year period

• The Company provides full-year 2018 financial guidance

(WARSAW, IN) April 26, 2018 — Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH) today reported financial results for the quarter ended March 31, 2018.  The Company reported first quarter net sales of $2.018 billion, an increase of 2.3% over the prior year period, and a decrease of 1.5% on a constant currency basis.  Diluted earnings per share for the first quarter were $0.85, a decrease of 42.2% from the prior year period.  First quarter adjusted diluted earnings per share were $1.91, a decrease of 10.3% from the prior year period.

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"As expected, in the first quarter our performance continued to reflect supply headwinds associated with key brands within our Knee, Hip and S.E.T. portfolios, as well as the ongoing quality remediation work at our Warsaw North Campus facility," said Bryan Hanson, President and CEO of Zimmer Biomet.  "As we look out over the course of the next 18 to 24 months, we will stay laser-focused on taking the necessary actions to narrow our gap to market and drive sustained shareholder value.  These actions include successfully driving our ongoing quality remediation program, restoring supply, and scaling up the commercial launch of compelling new technologies, all of which remain on track.”

Net earnings for the first quarter were $174.7 million, and $390.9 million on an adjusted basis.  Operating cash flow for the first quarter was $490.5 million.  Free cash flow in the quarter was $403.4 million.

In the quarter, the Company paid $48.6 million in dividends and declared a first quarter dividend of $0.24 per share.

Guidance

The Company provided the following full-year 2018 financial guidance:

Projected Year Ending December 31, 2018
2018 Sales Growth vs Prior Year(1)	1.5% - 3.5%
Adjusted Operating Profit Margin(2)	27.5% - 28.5%
Adjusted Tax Rate(2)	18.5% - 19.5%
Adjusted Diluted EPS(2)	$7.60 - $7.80
Free Cash Flow(3)	$1.1 billion - $1.3 billion

⁽¹⁾ 2018 sales growth vs prior year is provided on an as reported basis and includes 200 to 300 basis points of positive foreign exchange impact

⁽²⁾ These measures are non-GAAP financial measures for which a reconciliation to the most directly comparable GAAP financial measure is not available without unreasonable efforts.  See “Forward-Looking Non-GAAP Financial Measures.”

⁽³⁾

Projected Year Ending December 31, 2018
(in millions)	Low	High
Net Cash Provided by Operating Activities	$1,585	$1,755
Additions to Instruments and Other Property, Plant and Equipment	(485)	(455)
Free Cash Flow	$1,100	$1,300

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Conference Call

The Company will conduct its first quarter 2018 investor conference call today, April 26, 2018, at 8:30 a.m. Eastern Time. The audio webcast can be accessed via Zimmer Biomet's Investor Relations website at http://investor.zimmerbiomet.com. It will be archived for replay following the conference call.  

Individuals in the U.S. and Canada who wish to dial into the conference call may do so by dialing (888) 312-9837 and entering conference ID 7278985. For a complete listing of international toll-free and local numbers, please visit http://investor.zimmerbiomet.com. A digital recording will be available 24 hours after the completion of the conference call, from April 27, 2018 to May 26, 2018. To access the recording, U.S. callers should dial (888) 203-1112 and international callers should dial +1 (719) 457-0820 and enter the Access Code ID 7278985.

Sales Table

The following first quarter sales table provides results by geography and product category, as well as the percentage change compared to the prior year quarter on a reported basis and a constant currency basis.  

Page 3 of 21

NET SALES - THREE MONTHS ENDED MARCH 31, 2018

(in millions, unaudited)

							Constant
	Net						Currency
	Sales		% Change				% Change
Geographic Results
Americas	$	1,208		(1.8	)	%		(2.0	)	%
EMEA		497		9.6				(3.0	)
Asia Pacific		313		8.2				2.6
Total	$	2,018		2.3		%		(1.5	)	%
Product Categories
Knees
Americas	$	417		(2.5	)	%		(2.7	)	%
EMEA		189		12.4				(0.1	)
Asia Pacific		107		2.3				(3.0	)
Total		713		1.8				(2.1	)
Hips
Americas		248		1.3				1.0
EMEA		142		4.5				(7.6	)
Asia Pacific		102		9.5				3.6
Total		492		3.8				(0.9	)
S.E.T *		443		4.4				1.1
Dental		108		(0.2	)			(4.8	)
Spine & CMF		183		(1.7	)			(3.8	)
Other		79		(1.1	)			(4.0	)
Total	$	2,018		2.3		%		(1.5	)	%

* Surgical, Sports Medicine, Foot and Ankle, Extremities and Trauma

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About the Company

Founded in 1927 and headquartered in Warsaw, Indiana, Zimmer Biomet is a global leader in musculoskeletal healthcare. We design, manufacture and market orthopaedic reconstructive products; sports medicine, biologics, extremities and trauma products; office based technologies; spine, craniomaxillofacial and thoracic products; dental implants; and related surgical products.

We collaborate with healthcare professionals around the globe to advance the pace of innovation. Our products and solutions help treat patients suffering from disorders of, or injuries to, bones, joints or supporting soft tissues. Together with healthcare professionals, we help millions of people live better lives.

We have operations in more than 25 countries around the world and sell products in more than 100 countries. For more information, visit www.zimmerbiomet.com or follow Zimmer Biomet on Twitter at www.twitter.com/zimmerbiomet.  

Website Information

We routinely post important information for investors on our website, www.zimmerbiomet.com, in the “Investor Relations” section.  We use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD.  Accordingly, investors should monitor the Investor Relations section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts.  The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.

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Note on Non-GAAP Financial Measures

This press release includes non-GAAP financial measures that differ from financial measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”).  These non-GAAP financial measures may not be comparable to similar measures reported by other companies and should be considered in addition to, and not as a substitute for, or superior to, other measures prepared in accordance with GAAP.

Sales change information for the three-month period ended March 31, 2018 is presented on a GAAP (reported) basis and on a constant currency basis.  Constant currency percentage changes exclude the effects of foreign currency exchange rates.  They are calculated by translating current and prior-period sales at the same predetermined exchange rate.  The translated results are then used to determine year-over-year percentage increases or decreases.  

Net earnings and diluted earnings per share for the three-month period ended March 31, 2018 are presented on a GAAP (reported) basis and on an adjusted basis.  Adjusted earnings and adjusted diluted earnings per share exclude the effects of inventory step-up; certain inventory and manufacturing-related charges connected to discontinuing certain product lines, quality enhancement and remediation efforts; special items; intangible asset amortization; any related effects on our income tax provision associated with these items; the effect of U.S. tax reform; and other certain tax adjustments.  Special items include expenses resulting directly from our business combinations and/or global restructuring, quality and operational excellence initiatives, including employee termination benefits, certain contract terminations, consulting and professional fees, dedicated project personnel, asset impairment or loss on disposal charges, certain litigation matters, costs of complying with our deferred prosecution agreement and other items.  Other certain tax adjustments include internal restructuring transactions that lowered the tax rate on deferred tax liabilities recorded on intangible assets recognized in acquisition-related accounting.

Free cash flow and projected free cash flow are additional non-GAAP measures that are presented in this press release. Free cash flow is computed by deducting additions to instruments and other property, plant and equipment from net cash provided by operating activities.

Page 6 of 21

Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in this press release. This press release also contains supplemental reconciliations of additional non-GAAP financial measures that the Company presents in other contexts. These additional non-GAAP financial measures are computed from the most directly comparable GAAP financial measure as indicated in the applicable reconciliation.

Management uses non-GAAP financial measures internally to evaluate the performance of the business and believes they are useful measures that provide meaningful supplemental information to investors to consider when evaluating the performance of the Company.  Management believes these measures offer the ability to make period-to-period comparisons that are not impacted by certain items that can cause dramatic changes in reported operating results, to perform trend analysis, to better identify operating trends that may otherwise be masked or distorted by these types of items and to provide additional transparency of certain items.  In addition, certain of these non-GAAP financial measures are used as performance metrics in the Company's incentive compensation programs.

Forward-Looking Non-GAAP Financial Measures

This press release also includes certain forward-looking non-GAAP financial measures for the year ending December 31, 2018.  We calculate forward-looking non-GAAP financial measures based on internal forecasts that omit certain amounts that would be included in GAAP financial measures.  For instance, we exclude the impact of certain potential charges or gains connected to quality enhancement and remediation efforts and certain legal and tax matters.  Other than projected free cash flow for the year ending December 31, 2018, for which a reconciliation is provided, we have not provided quantitative reconciliations of these forward-looking non-GAAP financial measures to the most directly comparable forward-looking GAAP financial measures because the excluded items are not available on a prospective basis without unreasonable efforts.  It is probable that these forward-looking non-GAAP financial measures may be materially different from the corresponding GAAP financial measures.

Page 7 of 21

Cautionary Statement Regarding Forward-Looking Statements

This release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, among others, statements regarding sales and earnings guidance and any statements about our expectations, plans, strategies or prospects.   We generally use the words “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “assumes,” “guides,” “targets,” “forecasts,” “sees,” “seeks,” “should,” “could,” “intends” and similar expressions to identify forward-looking statements.   All statements other than statements of historical or current fact are, or may be deemed to be, forward-looking statements.   Such statements are based upon the current beliefs and expectations of management and are subject to significant risks, uncertainties and changes in circumstances that could cause actual outcomes and results to differ materially.  These risks, uncertainties and changes in circumstances include, but are not limited to:  our chief executive officer transition, including disruptions and uncertainties related thereto, the potential impact on our business and future strategic direction resulting from our transition to a new chief executive officer, and our ability to retain other key members of senior management; the possibility that the anticipated synergies and other benefits from mergers and acquisitions will not be realized, or will not be realized within the expected time periods; the risks and uncertainties related to our ability to successfully integrate the operations, products, employees and distributors of acquired companies; the effect of the potential disruption of management’s attention from ongoing business operations due to integration matters related to mergers and acquisitions; the effect of mergers and acquisitions on our relationships with customers, vendors and lenders and on our operating results and businesses generally; compliance with the Deferred Prosecution Agreement entered into in January 2017; the success of our quality and operational excellence initiatives, including ongoing quality enhancement and remediation efforts at the legacy Biomet Warsaw facility; challenges relating to changes in and compliance with governmental laws and regulations affecting our U.S. and international businesses, including regulations of the U.S. Food and Drug Administration (FDA) and foreign government regulators, such as more stringent requirements for regulatory clearance of products; the ability to remediate matters identified in any inspectional observations or warning letters issued by the FDA, while continuing to satisfy the demand for our products; the outcome of government investigations; competition; pricing pressures;

Page 8 of 21

changes in customer demand for our products and services caused by demographic changes or other factors; the impact of healthcare reform measures; reductions in reimbursement levels by third-party payors and cost containment efforts of healthcare purchasing organizations; dependence on new product development, technological advances and innovation; shifts in the product category or regional sales mix of our products and services; supply and prices of raw materials and products; control of costs and expenses; the ability to obtain and maintain adequate intellectual property protection; the ability to form and implement alliances; changes in tax obligations arising from tax reform measures, including European Union rules on state aid, or examinations by tax authorities; product liability and intellectual property litigation losses; the ability to retain the independent agents and distributors who market our products; dependence on a limited number of suppliers for key raw materials and outsourced activities; changes in general industry and market conditions, including domestic and international growth rates; changes in general domestic and international economic conditions, including interest rate and currency exchange rate fluctuations; and the impact of the ongoing financial and political uncertainty on countries in the Euro zone on the ability to collect accounts receivable in affected countries.  For a further list and description of such risks and uncertainties, see our reports filed with the U.S. Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K for the year ended December 31, 2017.  Copies of these filings, as well as subsequent filings, are available online at www.sec.gov, www.zimmerbiomet.com or on request from us.  Forward-looking statements speak only as of the date they are made, and we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  Readers of this release are cautioned not to rely on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate.  This cautionary statement is applicable to all forward-looking statements contained in this release.

###

Page 9 of 21

ZIMMER BIOMET HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EARNINGS

FOR THE THREE MONTHS ENDED MARCH 31, 2018 and 2017

(in millions, except per share amounts, unaudited)

	2018			2017
Net Sales	$	2,017.6		$	1,972.4
Cost of products sold, excluding intangible asset amortization		575.8			512.9
Intangible asset amortization		150.8			152.0
Research and development		95.7			91.1
Selling, general and administrative		785.1			758.2
Special items		105.2			110.1
Operating expenses		1,712.6			1,624.3
Operating Profit		305.0			348.1
Other expense, net		(3.6	)		(0.5	)
Interest income		0.9			0.5
Interest expense		(78.9	)		(82.9	)
Earnings before income taxes		223.4			265.2
Provision (benefit) for income taxes		47.2			(34.1	)
Net Earnings		176.2			299.3
Less: Net Earnings (Loss) attributable to noncontrolling interest		1.5			(0.1	)
Net Earnings of Zimmer Biomet Holdings, Inc.	$	174.7		$	299.4
Earnings Per Common Share
Basic	$	0.86		$	1.49
Diluted	$	0.85		$	1.47
Weighted Average Common Shares Outstanding
Basic		203.0			201.1
Diluted		204.6			203.1
Cash Dividends Declared Per Common Share	$	0.24		$	0.24

Page 10 of 21

ZIMMER BIOMET HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, unaudited)

	March 31,		December 31,
	2018		2017
Assets
Cash and cash equivalents	$	1,765.4	$	524.4
Receivables, net		1,418.5		1,544.1
Inventories		2,125.9		2,068.3
Other current assets		465.5		428.0
Total current assets		5,775.3		4,564.8
Property, plant and equipment, net		2,031.3		2,038.6
Goodwill		10,729.1		10,668.4
Intangible assets, net		8,235.7		8,353.4
Other assets		409.8		388.8
Total Assets	$	27,181.2	$	26,014.0
Liabilities and Stockholders' Equity
Current liabilities	$	1,799.5	$	1,844.7
Current portion of long-term debt		1,625.0		1,225.0
Other long-term liabilities		2,270.3		2,291.3
Long-term debt		9,486.9		8,917.5
Stockholders' equity		11,999.5		11,735.5
Total Liabilities and Stockholders' Equity	$	27,181.2	$	26,014.0

Page 11 of 21

ZIMMER BIOMET HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2018 and 2017

(in millions, unaudited)

	2018			2017
Cash flows provided by (used in) operating activities
Net earnings	$	176.2		$	299.3
Depreciation and amortization		263.5			267.6
Share-based compensation		13.9			14.0
Inventory step-up		0.1			14.6
Changes in operating assets and liabilities, net of acquired assets and liabilities
Income taxes		8.6			(86.9	)
Receivables		146.2			27.0
Inventories		(39.7	)		(13.3	)
Accounts payable and accrued expenses		(27.7	)		(137.2	)
Other assets and liabilities		(50.6	)		(109.7	)
Net cash provided by operating activities		490.5			275.4
Cash flows used in investing activities
Additions to instruments		(60.4	)		(86.4	)
Additions to other property, plant and equipment		(26.7	)		(43.1	)
Other investing activities		(14.6	)		(3.6	)
Net cash used in investing activities		(101.7	)		(133.1	)
Cash flows provided by (used in) financing activities
Proceeds from senior notes		749.5			-
Proceeds from multicurrency revolving facility		400.0			400.0
Payments on term loan		(225.0	)		(150.0	)
Net payments on other debt		(0.2	)		(0.7	)
Dividends paid to stockholders		(48.6	)		(48.1	)
Proceeds from employee stock compensation plans		47.9			66.1
Net cash flows from unremitted collections from factoring programs		(60.8	)		-
Business combination contingent consideration payments		(13.6	)		(6.0	)
Restricted stock withholdings		(2.5	)		(5.2	)
Debt issuance costs		(4.9	)		-
Net cash provided by financing activities		841.8			256.1
Effect of exchange rates on cash and cash equivalents		10.4			7.0
Increase in cash and cash equivalents		1,241.0			405.4
Cash and cash equivalents, beginning of period		524.4			634.1
Cash and cash equivalents, end of period	$	1,765.4		$	1,039.5

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ZIMMER BIOMET HOLDINGS, INC.

NET SALES BY GEOGRAPHY

FOR THE THREE MONTHS ENDED MARCH 31, 2018 and 2017

(in millions, unaudited)

	Three Months Ended March 31,
	2018		2017		% Inc / (Dec)				Volume / Mix				Price				Foreign Exchange
Americas	$	1,208.1	$	1,229.9		(1.8	)	%		0.4		%		(2.4	)	%		0.2	%
EMEA		496.5		453.2		9.6				(0.6	)			(2.4	)			12.6
Asia Pacific		313.0		289.3		8.2				6.5				(3.9	)			5.6
Total	$	2,017.6	$	1,972.4		2.3		%		1.1		%		(2.6	)	%		3.8	%

ZIMMER BIOMET HOLDINGS, INC.

NET SALES BY PRODUCT CATEGORY

FOR THE THREE MONTHS ENDED MARCH 31, 2018 and 2017

(in millions, unaudited)

	Three Months Ended March 31,
	2018		2017		% Inc / (Dec)				Volume / Mix				Price				Foreign Exchange
Knees	$	713.3	$	700.8		1.8		%		1.1		%		(3.2	)	%		3.9	%
Hips		492.0		473.8		3.8				1.9				(2.8	)			4.7
S.E.T		442.3		423.5		4.4				3.6				(2.5	)			3.3
Dental		107.6		107.8		(0.2	)			(2.7	)			(2.1	)			4.6
Spine & CMF		183.1		186.3		(1.7	)			(2.2	)			(1.6	)			2.1
Other		79.3		80.2		(1.1	)			(3.1	)			(0.9	)			2.9
Total	$	2,017.6	$	1,972.4		2.3		%		1.1		%		(2.6	)	%		3.8	%

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ZIMMER BIOMET HOLDINGS, INC.

RECONCILIATION OF REPORTED NET SALES % CHANGE TO

CONSTANT CURRENCY % CHANGE

(unaudited)

	For the Three Months Ended
	March 31, 2018
					Foreign			Constant
					Exchange			Currency
	% Change				Impact			% Change
Geographic Results
Americas		(1.8	)	%		0.2	%		(2.0	)	%
EMEA		9.6				12.6			(3.0	)
Asia Pacific		8.2				5.6			2.6
Total		2.3		%		3.8	%		(1.5	)	%
Product Categories
Knees
Americas		(2.5	)	%		0.2	%		(2.7	)	%
EMEA		12.4				12.5			(0.1	)
Asia Pacific		2.3				5.3			(3.0	)
Total		1.8				3.9			(2.1	)
Hips
Americas		1.3				0.3			1.0
EMEA		4.5				12.1			(7.6	)
Asia Pacific		9.5				5.9			3.6
Total		3.8				4.7			(0.9	)
S.E.T		4.4				3.3			1.1
Dental		(0.2	)			4.6			(4.8	)
Spine & CMF		(1.7	)			2.1			(3.8	)
Other		(1.1	)			2.9			(4.0	)
Total		2.3		%		3.8	%		(1.5	)	%

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ZIMMER BIOMET HOLDINGS, INC.

RECONCILIATION OF NET EARNINGS TO ADJUSTED NET EARNINGS

FOR THE THREE MONTHS ENDED MARCH 31, 2018 and 2017

(in millions, unaudited)

	Three Months
	Ended March 31,
	2018			2017
Net Earnings of Zimmer Biomet Holdings, Inc.	$	174.7		$	299.4
Inventory step-up and other inventory and manufacturing-related charges		10.8			23.2
Intangible asset amortization		150.8			152.0
Special items
Biomet merger-related		16.6			37.0
Other special items		88.6			73.1
Merger-related and other expense in other expense, net		-			1.5
Taxes on above items (1)		(50.6	)		(83.1	)
Other certain tax adjustment (2)		-			(69.7	)
Adjusted Net Earnings	$	390.9		$	433.4

⁽¹⁾ The tax effect for the U.S. jurisdiction is calculated based on an effective rate considering federal and state taxes, as well as permanent items.  For jurisdictions outside the U.S., the tax effect is calculated based upon the statutory rates where the items were incurred.

⁽²⁾ The adjustment relates to an internal tax restructuring that lowered the tax rate on certain deferred tax liabilities recorded on intangible assets recognized in the Biomet merger acquisition-related accounting.

Page 15 of 21

ZIMMER BIOMET HOLDINGS, INC.

RECONCILIATION OF DILUTED EPS TO ADJUSTED DILUTED EPS

FOR THE THREE MONTHS ENDED MARCH 31, 2018 and 2017

(unaudited)

	Three Months
	Ended March 31,
	2018			2017
Diluted EPS	$	0.85		$	1.47
Inventory step-up and other inventory and manufacturing-related charges		0.05			0.11
Intangible asset amortization		0.74			0.75
Special items
Biomet merger-related		0.08			0.18
Other special items		0.43			0.36
Merger-related and other expense in other expense, net		-			0.01
Taxes on above items (1)		(0.24	)		(0.41	)
Other certain tax adjustment (2)		-			(0.34	)
Adjusted Diluted EPS	$	1.91		$	2.13

⁽¹⁾ The tax effect for the U.S. jurisdiction is calculated based on an effective rate considering federal and state taxes, as well as permanent items.  For jurisdictions outside the U.S., the tax effect is calculated based upon the statutory rates where the items were incurred.

⁽²⁾ The adjustment relates to an internal tax restructuring that lowered the tax rate on certain deferred tax liabilities recorded on intangible assets recognized in the Biomet merger acquisition-related accounting.

Page 16 of 21

ZIMMER BIOMET HOLDINGS, INC.

SUMMARY OF EXPENSES INCLUDED IN SPECIAL ITEMS

FOR THE THREE MONTHS ENDED MARCH 31, 2018 and 2017

(in millions, unaudited)

	Three Months
	Ended March 31,
	2018		2017
Biomet merger-related
Consulting and professional fees	$	10.0	$	18.7
Employee termination benefits		1.8		(3.0	)
Dedicated project personnel		2.2		8.7
Relocated facilities		0.7		2.8
Information technology integration		0.1		2.3
Other		1.8		7.5
Total Biomet merger-related		16.6		37.0
Other
Consulting and professional fees		63.8		50.4
Employee termination benefits		1.6		1.2
Dedicated project personnel		9.3		12.8
Relocated facilities		0.7		2.4
Certain litigation matters		5.7		7.0
Contract terminations		2.6		-
Information technology integration		1.2		0.5
Contingent consideration adjustments		0.5		(3.6	)
Other		3.2		2.4
Total Other		88.6		73.1
Special items	$	105.2	$	110.1

Page 17 of 21

ZIMMER BIOMET HOLDINGS, INC.
RECONCILIATION OF NET CASH PROVIDED BY OPERATING
ACTIVITIES TO FREE CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31, 2018 and 2017
(in millions, unaudited)
	Three Months Ended March 31,
	2018			2017
Net cash provided by operating activities	$	490.5		$	275.4
Additions to instruments		(60.4	)		(86.4	)
Additions to other property, plant and equipment		(26.7	)		(43.1	)
Free cash flow	$	403.4		$	145.9

Page 18 of 21

ZIMMER BIOMET HOLDINGS, INC.
RECONCILIATION OF GROSS PROFIT & MARGIN TO ADJUSTED GROSS
PROFIT & MARGIN
FOR THE THREE MONTHS ENDED MARCH 31, 2018 and 2017
(in millions, unaudited)
	Three Months Ended March 31,
	2018			2017
Net Sales	$	2,017.6		$	1,972.4
Cost of products sold, excluding intangible asset amortization		575.8			512.9
Intangible asset amortization		150.8			152.0
Gross Profit	$	1,291.0		$	1,307.5
Inventory step-up and other inventory and manufacturing related charges		10.8			23.2
Intangible asset amortization		150.8			152.0
Adjusted gross profit	$	1,452.6		$	1,482.7
Gross margin		64.0	%		66.3	%
Inventory step-up and other inventory and manufacturing related charges		0.5			1.2
Intangible asset amortization		7.5			7.7
Adjusted operating profit margin		72.0	%		75.2	%

Page 19 of 21

ZIMMER BIOMET HOLDINGS, INC.
RECONCILIATION OF OPERATING PROFIT & MARGIN TO ADJUSTED OPERATING PROFIT & MARGIN
FOR THE THREE MONTHS ENDED MARCH 31, 2018 and 2017
(in millions, unaudited)
	Three Months Ended March 31,
	2018			2017
Operating profit	$	305.0		$	348.1
Inventory step-up and other inventory and manufacturing related charges		10.8			23.2
Intangible asset amortization		150.8			152.0
Special items		105.2			110.1
Adjusted operating profit	$	571.8		$	633.4
Operating profit margin		15.1	%		17.7	%
Inventory step-up and other inventory and manufacturing related charges		0.5			1.2
Intangible asset amortization		7.5			7.7
Special items		5.2			5.5
Adjusted operating profit margin		28.3	%		32.1	%

Page 20 of 21

ZIMMER BIOMET HOLDINGS, INC.
RECONCILIATION OF EFFECTIVE TAX RATE TO ADJUSTED EFFECTIVE TAX RATE
FOR THE THREE MONTHS ENDED MARCH 31, 2018 and 2017
(in millions, unaudited)
	Three Months Ended March 31,
	2018				2017
Effective tax rate		21.1		%		(12.9	)	%
Inventory step-up and other inventory and manufacturing related charges, intangible asset amortization, special items and other expense		(1.1	)			8.1
Other certain tax adjustment		-				26.3
Adjusted effective tax rate		20.0		%		21.5		%

Page 21 of 21