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):  May 11, 2020

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	ZBH	New York Stock Exchange
1.414% Notes due 2022	ZBH 22A	New York Stock Exchange
2.425% Notes due 2026 1.164% Notes due 2027	ZBH 26 ZBH 27	New York Stock Exchange New York Stock Exchange

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 2.02Results of Operations and Financial Condition.

On May 11, 2020, Zimmer Biomet Holdings, Inc. (the “Company”) issued a press release reporting its financial results for the quarter ended March 31, 2020.  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
99.1 104	Press release dated May 11, 2020 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:  May 11, 2020

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	Keri Mattox
(574) 373-2095	(215) 275-2431
monica.kendrick@zimmerbiomet.com	keri.mattox@zimmerbiomet.com
	Barbara Goslee
	(574) 371-9449
	barb.goslee@zimmerbiomet.com

Zimmer Biomet Announces First Quarter 2020 Financial Results

• First quarter net sales of $1.784 billion decreased 9.7%, and decreased 8.9% on a constant currency basis

• First quarter diluted loss per share was $2.46; adjusted diluted earnings per share were $1.70

(WARSAW, IN) May 11, 2020 — Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH) today reported financial results for the quarter ended March 31, 2020.  The Company reported first quarter net sales of $1.784 billion, a decrease of 9.7% from the prior year period, and a decrease of 8.9% on a constant currency basis – both consistent with the preliminary results disclosed in the Company’s press release on April 6, 2020.  Net loss for the first quarter was $509 million, including goodwill impairment.  Net earnings on an adjusted basis were $354 million.

Diluted loss per share was $2.46 for the first quarter.  Adjusted diluted earnings per share were $1.70 for the first quarter, a decrease of 9.1% from the prior year period.

“While our full first quarter results have been impacted by the global spread of COVID-19 and the deferral of elective procedures, our operational performance prior to the COVID-19 disruption was trending ahead of our expectations,” said Bryan Hanson, President and CEO of Zimmer Biomet.  “Over the past two years, we have made significant strides in reshaping and evolving Zimmer Biomet.  This progress has better positioned us to address the COVID-19 challenge.  We have an innovative and mobilized team, operational scale and increased financial flexibility – all of which we are using to support healthcare professionals and patients.  I continue to be so proud of our global team and our collective, unyielding commitment to the ZB mission to better the lives of people around the world.”

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First quarter performance was negatively impacted by COVID-19, which reached a pandemic level in March and resulted in a significant and sudden global decline in elective procedure volumes.  

Please see the attached schedules accompanying this press release for additional details on performance in the quarter, including sales by Zimmer Biomet’s three geographies and five product categories.

Geographic and Product Category Sales

The following sales table provides results by geography and product category for the three-month period ended March 31, 2020, as well as the percentage change compared to the prior year period, on both a reported basis and a constant currency basis.   

NET SALES - THREE MONTHS ENDED MARCH 31, 2020
(in millions, unaudited)
							Constant
	Net						Currency
	Sales		% Change				% Change
Geographic Results
Americas	$	1,101		(7.8	)	%		(7.7	)	%
EMEA		398		(14.2	)			(11.7	)
Asia Pacific		285		(10.4	)			(9.5	)
Total	$	1,784		(9.7	)	%		(8.9	)	%
Product Categories
Knees
Americas	$	380		(7.1	)	%		(7.0	)	%
EMEA		153		(13.1	)			(10.3	)
Asia Pacific		97		(11.4	)			(9.7	)
Total		630		(9.3	)			(8.3	)
Hips
Americas		233		(5.9	)			(5.8	)
EMEA		111		(16.4	)			(13.9	)
Asia Pacific		89		(14.0	)			(13.5	)
Total		433		(10.5	)			(9.7	)
S.E.T *		333		(6.5	)			(5.8	)
Dental, Spine & CMFT**		252		(12.4	)			(11.8	)
Other		136		(11.6	)			(11.0	)
Total	$	1,784		(9.7	)	%		(8.9	)	%
* Sports Medicine, Extremities and Trauma
** Craniomaxillofacial and Thoracic

Cash Flow and Balance Sheet

Operating cash flow for the first quarter was $451 million and free cash flow was $325 million.  In the first quarter, the Company paid $50 million in dividends and declared a dividend of $0.24 per share.  

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The Company also recently refinanced $1.5 billion in debt that came due April 1, 2020, renegotiated the terms of its $1.5 billion revolver and secured an additional $1.0 billion credit facility.

Financial Guidance

Zimmer Biomet expects the decline in elective procedure volumes observed in the final weeks of the first quarter to continue to have a significant negative impact in the second quarter of 2020.  Given the uncertainty around the scope and duration of COVID-19 and its ongoing impact on the deferral of elective procedures, the Company is currently unable to quantify the expected impact on its results of operations, financial condition and cash flows, which could be material, for 2020 and is therefore not providing full-year financial guidance.

Conference Call

The Company will conduct its first quarter 2020 investor conference call today, May 11, 2020, at 8:30 a.m. Eastern Time.  The audio webcast can be accessed via Zimmer Biomet's Investor Relations website at https://investor.zimmerbiomet.com.  It will be archived for replay following the conference call.  

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 orthopedic 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.  

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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.

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, 2020 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, 2020 are presented on a GAAP (reported) basis and on an adjusted basis.  Adjusted earnings and adjusted diluted earnings per share exclude the effects of certain inventory and manufacturing-related charges including charges to discontinue certain product lines; intangible asset amortization; goodwill impairment; restructuring and other cost reduction initiative expenses; quality remediation expenses; acquisition, integration and related expenses; certain litigation gains and charges; expenses to establish initial compliance with the European Union Medical Device Regulation; other charges; any related effects on our income tax provision associated with these items; tax adjustments relating to the impacts of tax only amortization in Switzerland; and other certain tax adjustments.  

Free cash flow is an additional non-GAAP measure that is 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.

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

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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.  Additionally, management believes these non-GAAP measures provide meaningful incremental 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 income but that do not impact the fundamentals of our operations.  The non-GAAP measures enable the evaluation of operating results and trend analysis by allowing a reader to better identify operating trends that may otherwise be masked or distorted by these types of items that are excluded from the non-GAAP measures.  In addition, constant currency sales changes, adjusted operating profit, adjusted diluted earnings per share and free cash flow are used as performance metrics in our incentive compensation programs.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the impact of the COVID-19 pandemic on our business, and any statements about our forecasts, expectations, plans, intentions, strategies or prospects.  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, expectations and assumptions of management and are subject to significant risks, uncertainties and changes in circumstances that could cause actual outcomes and results to differ materially from the forward-looking statements.  These risks, uncertainties and changes in circumstances include, but are not limited to:  the effects of the COVID-19 global pandemic and other adverse public health developments on the global economy, our business and operations and the business and operations of our suppliers and customers, including the deferral of elective procedures and our ability to collect accounts receivable; the risks and uncertainties related to our ability to successfully execute our restructuring plans; the success of our quality and operational excellence initiatives, including ongoing quality remediation efforts at our Warsaw North Campus facility; the ability to remediate matters identified in inspectional observations or warning letters issued by U.S. Food and Drug Administration (FDA), while continuing to satisfy the demand for our products; compliance with the Deferred Prosecution Agreement entered into in January 2017; the impact of substantial indebtedness on our ability to service our debt obligations and/or refinance amounts outstanding under our debt obligations at maturity on terms favorable to us, or at all; 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; the possibility that the anticipated

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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, suppliers and lenders and on our operating results and businesses generally; challenges relating to changes in and compliance with governmental laws and regulations affecting our U.S. and international businesses, including regulations of the FDA and foreign government regulators, such as more stringent requirements for regulatory clearance of products; the outcome of government investigations; competition; pricing pressures; 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; breaches or failures of our information technology systems or products, including by cyberattack, unauthorized access or theft; 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, intellectual property and commercial litigation losses; 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.  A further list and description of these risks and uncertainties and other factors can be found in our Annual Report on Form 10-K for the year ended December 31, 2019, including in the sections captioned “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors,” and our subsequent filings with the Securities and Exchange Commission (SEC).  Copies of these filings are available online at www.sec.gov, www.zimmerbiomet.com or on request from us.  These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in our filings with the SEC.  Forward-looking statements speak only as of the date they are made, and we expressly 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 press 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 note is applicable to all forward-looking statements contained in this press release.

###

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ZIMMER BIOMET HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 2020 and 2019
(in millions, except per share amounts, unaudited)
	2020			2019
Net Sales	$	1,783.8		$	1,975.5
Cost of products sold, excluding intangible asset amortization		487.1			553.4
Intangible asset amortization		147.6			143.4
Research and development		98.4			101.7
Selling, general and administrative		828.9			796.4
Goodwill impairment		612.0			-
Restructuring and other cost reduction initiatives		45.0			4.7
Quality remediation		16.4			19.7
Acquisition, integration and related		4.4			6.0
Operating expenses		2,239.8			1,625.3
Operating (Loss) Profit		(456.0	)		350.2
Other income (expense), net		3.0			(0.5	)
Interest expense, net		(50.9	)		(58.0	)
(Loss) earnings before income taxes		(503.9	)		291.7
Provision for income taxes		5.2			45.5
Net (Loss) Earnings		(509.1	)		246.2
Less: Net (loss) earnings attributable to noncontrolling interest		(0.6	)		0.1
Net (Loss) Earnings of Zimmer Biomet Holdings, Inc.	$	(508.5	)	$	246.1
(Loss) Earnings Per Common Share
Basic	$	(2.46	)	$	1.20
Diluted	$	(2.46	)	$	1.20
Weighted Average Common Shares Outstanding
Basic		206.5			204.4
Diluted		206.5			205.8

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ZIMMER BIOMET HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, unaudited)
	March 31,		December 31,
	2020		2019
Assets
Cash and cash equivalents	$	2,433.6	$	617.9
Receivables, net		1,039.1		1,363.9
Inventories		2,463.2		2,385.0
Other current assets		435.0		357.1
Total current assets		6,370.9		4,723.9
Property, plant and equipment, net		2,065.5		2,077.4
Goodwill		8,951.2		9,599.7
Intangible assets, net		7,077.7		7,257.6
Other assets		1,047.6		980.1
Total Assets	$	25,512.9	$	24,638.7
Liabilities and Stockholders' Equity
Current liabilities	$	1,829.6	$	1,941.5
Current portion of long-term debt		1,950.0		1,500.0
Other long-term liabilities		2,126.4		2,083.0
Long-term debt		7,724.2		6,721.4
Stockholders' equity		11,882.7		12,392.8
Total Liabilities and Stockholders' Equity	$	25,512.9	$	24,638.7

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ZIMMER BIOMET HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2020 and 2019
(in millions, unaudited)
	2020			2019
Cash flows provided by (used in) operating activities
Net (loss) earnings	$	(509.1	)	$	246.2
Depreciation and amortization		253.0			247.7
Share-based compensation		16.5			20.3
Goodwill impairment		612.0			-
Changes in operating assets and liabilities, net of acquired assets and liabilities
Income taxes		(45.4	)		24.5
Receivables		289.7			50.7
Inventories		(96.0	)		(50.7	)
Accounts payable and accrued expenses		(95.8	)		(231.4	)
Other assets and liabilities		26.0			(23.7	)
Net cash provided by operating activities (1)		450.9			283.6
Cash flows provided by (used in) investing activities
Additions to instruments		(85.7	)		(63.7	)
Additions to other property, plant and equipment		(40.2	)		(37.8	)
Net investment hedge settlements		16.3			10.5
Investments in other assets		(11.6	)		(14.5	)
Net cash used in investing activities		(121.2	)		(105.5	)
Cash flows provided by (used in) financing activities
Proceeds from senior notes		1,497.1			-
Proceeds from term loans		-			200.0
Payments on term loans		-			(310.0	)
Dividends paid to stockholders		(49.5	)		(49.0	)
Proceeds from employee stock compensation plans		54.5			44.4
Net cash flows from unremitted collections from factoring programs		12.4			(16.4	)
Business combination contingent consideration payments		(3.5	)		-
Debt issuance costs		(12.2	)		-
Other financing activities		(6.0	)		(4.2	)
Net cash provided by (used in) financing activities		1,492.8			(135.2	)
Effect of exchange rates on cash and cash equivalents		(6.8	)		1.1
Increase in cash and cash equivalents		1,815.7			44.0
Cash and cash equivalents, beginning of period		617.9			542.8
Cash and cash equivalents, end of period	$	2,433.6		$	586.8
(1)  2019 reflects approximately $168 million paid related to a patent litigation matter

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ZIMMER BIOMET HOLDINGS, INC.
NET SALES BY GEOGRAPHY
FOR THE THREE MONTHS ENDED MARCH 31, 2020 and 2019
(in millions, unaudited)
	Three Months Ended March 31,
	2020		2019		% (Dec)				Volume / Mix				Price				Foreign Exchange
Americas	$	1,101.3	$	1,194.1		(7.8	)	%		(5.0	)	%		(2.7	)	%		(0.1	)	%
EMEA		398.1		463.9		(14.2	)			(9.5	)			(2.2	)			(2.5	)
Asia Pacific		284.4		317.5		(10.4	)			(8.4	)			(1.1	)			(0.9	)
Total	$	1,783.8	$	1,975.5		(9.7	)	%		(6.6	)	%		(2.3	)	%		(0.8	)	%

ZIMMER BIOMET HOLDINGS, INC.
NET SALES BY PRODUCT CATEGORY
FOR THE THREE MONTHS ENDED MARCH 31, 2020 and 2019
(in millions, unaudited)
	Three Months Ended March 31,
	2020		2019		% (Dec)				Volume / Mix				Price				Foreign Exchange
Knees	$	629.8	$	694.1		(9.3	)	%		(5.9	)	%		(2.4	)	%		(1.0	)	%
Hips		432.6		483.4		(10.5	)			(6.7	)			(3.0	)			(0.8	)
S.E.T		333.6		356.8		(6.5	)			(4.1	)			(1.7	)			(0.7	)
Dental, Spine & CMFT		251.7		287.3		(12.4	)			(9.9	)			(1.9	)			(0.6	)
Other		136.1		153.9		(11.6	)			(8.6	)			(2.4	)			(0.6	)
Total	$	1,783.8	$	1,975.5		(9.7	)	%		(6.6	)	%		(2.3	)	%		(0.8	)	%

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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, 2020
					Foreign				Constant
					Exchange				Currency
	% Change				Impact				% Change
Geographic Results
Americas		(7.8	)	%		(0.1	)	%		(7.7	)	%
EMEA		(14.2	)			(2.5	)			(11.7	)
Asia Pacific		(10.4	)			(0.9	)			(9.5	)
Total		(9.7	)	%		(0.8	)	%		(8.9	)	%
Product Categories
Knees
Americas		(7.1	)	%		(0.1	)	%		(7.0	)	%
EMEA		(13.1	)			(2.8	)			(10.3	)
Asia Pacific		(11.4	)			(1.7	)			(9.7	)
Total		(9.3	)			(1.0	)			(8.3	)
Hips
Americas		(5.9	)			(0.1	)			(5.8	)
EMEA		(16.4	)			(2.5	)			(13.9	)
Asia Pacific		(14.0	)			(0.5	)			(13.5	)
Total		(10.5	)			(0.8	)			(9.7	)
S.E.T		(6.5	)			(0.7	)			(5.8	)
Dental, Spine & CMFT		(12.4	)			(0.6	)			(11.8	)
Other		(11.6	)			(0.6	)			(11.0	)
Total		(9.7	)	%		(0.8	)	%		(8.9	)	%

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ZIMMER BIOMET HOLDINGS, INC.
RECONCILIATION OF REPORTED TO ADJUSTED RESULTS
FOR THE THREE MONTHS ENDED MARCH 31, 2020 and 2019
(in millions, except per share amounts, unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 2020
	Cost of products sold, excluding intangible asset amortization			Intangible asset amortization			Research and development			Selling, general and administrative			Goodwill impairment			Restructuring and other cost reduction initiatives			Quality remediation			Acquisition, integration and related			Other income (expense), net		Provision for income taxes			Net (Loss) Earnings of Zimmer Biomet Holdings, Inc.			Diluted (loss) earnings per common share
As Reported	$	487.1		$	147.6		$	98.4		$	828.9		$	612.0		$	45.0		$	16.4		$	4.4		$	3.0	$	5.2		$	(508.5	)	$	(2.46	)
Inventory and manufacturing-related charges(1)		(0.6	)		-			-			-			-			-			-			-			-		2.2			(1.6	)		(0.01	)
Intangible asset amortization(2)		-			(147.6	)		-			-			-			-			-			-			-		30.1			117.5			0.57
Goodwill impairment(3)		-			-			-			-			(612.0	)		-			-			-			-		-			612.0			2.96
Restructuring and other cost reduction initiatives(4)		-			-			-			-			-			(45.0	)		-			-			-		11.4			33.6			0.16
Quality remediation(5)		0.5			-			-			-			-			-			(16.4	)		-			-		3.6			12.3			0.06
Acquisition, integration and related(6)		-			-			-			-			-			-			-			(4.4	)		-		0.9			3.5			0.02
Litigation(7)		-			-			-			(79.8	)		-			-			-			-			-		18.0			61.8			0.30
European Union Medical Device Regulation(8)		-			-			(11.0	)		-			-			-			-			-			-		2.2			8.8			0.04
Other charges(9)		-			-			-			(5.9	)		-			-			-			-			0.7		1.8			4.8			0.02
Tax adjustments relating to the impacts of tax only amortization in Switzerland(10)		-			-			-			-						-			-			-			-		(16.9	)		16.9			0.08
Other certain tax adjustments(11)		-			-			-			-			-			-			-			-			-		7.2			(7.2	)		(0.03	)
Effect of dilutive shares assuming net earnings(12)		-			-						-			-			-			-								-			-			(0.01	)
As Adjusted	$	487.0		$	-		$	87.4		$	743.2		$	-		$	-		$	-		$	-		$	3.7	$	65.7		$	353.9		$	1.70

FOR THE THREE MONTHS ENDED MARCH 31, 2019
	Cost of products sold, excluding intangible asset amortization			Intangible asset amortization			Research and development			Selling, general and administrative			Restructuring and other cost reduction initiatives			Quality remediation			Acquisition, integration and related			Provision for income taxes			Net Earnings attributable to noncontrolling interest		Net Earnings of Zimmer Biomet Holdings, Inc.			Diluted earnings per common share
As Reported	$	553.4		$	143.4		$	101.7		$	796.4		$	4.7		$	19.7		$	6.0		$	45.5		$	0.1	$	246.1		$	1.20
Inventory and manufacturing-related charges(1)		(2.0	)		-			-			-			-			-			-			3.6			-		(1.6	)		(0.01	)
Intangible asset amortization(2)		-			(143.4	)		-			-			-			-			-			23.9			-		119.5			0.58
Restructuring and other cost reduction initiatives(4)		-			-			-			-			(4.7	)		-			-			1.1			-		3.6			0.02
Quality remediation(5)		-			-			-			-			-			(19.7	)		-			4.2			-		15.5			0.08
Acquisition, integration and related(6)		-			-			-			-			-			-			(6.0	)		1.3			-		4.7			0.02
Litigation(7)		-			-			-			1.8			-			-			-			(2.7	)		-		0.9			-
Litigation settlement gain(13)		-			-			-			23.5			-			-			-			(5.2	)		-		(18.3	)		(0.09	)
European Union Medical Device Regulation(8)		-			-			(1.6	)		-			-			-			-			0.2			-		1.4			0.01
Other charges(9)		-			-			-			(22.7	)		-			-			-			4.4			0.6		17.7			0.09
Other certain tax adjustments(10)		-			-			-			-			-			-			-			5.3			-		(5.3	)		(0.03	)
As Adjusted	$	551.4		$	-		$	100.1		$	799.0		$	-		$	-		$	-		$	81.6		$	0.7	$	384.2		$	1.87

Page 12 of 20

⁽¹⁾ Inventory and manufacturing-related charges include excess and obsolete inventory charges on certain product lines we intend to discontinue and other inventory and manufacturing-related charges.

⁽²⁾ We exclude intangible asset amortization from our non-GAAP financial measures because we internally assess our performance against our peers without this amortization.  Due to various levels of acquisitions among our peers, intangible asset amortization can vary significantly from company to company.

⁽³⁾ In 2020, we recognized goodwill impairment charges of $470.0 million and $142.0 million related to our EMEA and Dental reporting units, respectively.

⁽⁴⁾ In December 2019, our Board of Directors approved, and we initiated, a new global restructuring program that includes a reorganization of key businesses and an overall effort to reduce costs in order to accelerate decision-making and focus the organization on priorities to drive growth.  We have reclassified $4.7 million in the three month period ended March 31, 2019, from the “Acquisition, integration and related” financial statement line item to the “Restructuring and other cost reduction initiatives” financial statement line item, which amount was primarily attributable to project costs related to our supply chain optimization initiative.

⁽⁵⁾ We are addressing inspectional observations on Form 483 and a Warning Letter issued by the U.S. Food and Drug Administration (“FDA”) following its previous inspections of our Warsaw North Campus facility, among other matters.  This quality remediation has required us to devote significant financial resources and is for a discrete period of time.  The majority of the expenses are related to consultants who are helping us to update previous documents and redesign certain processes.

⁽⁶⁾ The acquisition, integration and related gains and expenses we have excluded from our non-GAAP financial measures resulted from various acquisitions.  The acquisition, integration and related gains and expenses include the following types of gains and expenses:  

^• Consulting and professional fees related to third-party integration consulting performed in a variety of areas, such as tax, compliance, logistics and human resources, and legal fees related to the consummation of mergers and acquisitions.  

^• Employee termination benefits related to terminating employees with overlapping responsibilities in various areas of our business.  

^• Dedicated project personnel expenses which include the salary, benefits, travel expenses and other costs directly associated with employees who are 100 percent dedicated to our integration of acquired businesses and employees who have been notified of termination, but are continuing to work on transferring their responsibilities.  

^• Contract termination expenses related to terminated contracts, primarily with sales agents and distribution agreements.  

^• Other various expenses to relocate facilities, integrate information technology, losses incurred on assets resulting from the applicable acquisition, and other various expenses.

^• Gains or expenses related to changes in the fair value of contingent consideration.

⁽⁷⁾ We are involved in routine patent litigation, product liability litigation, commercial litigation and other various litigation matters.  We review litigation matters from both a qualitative and quantitative perspective to determine if excluding the losses or gains will provide our investors with useful incremental information.  Litigation matters can vary in their characteristics, frequency and significance to our operating results.  The litigation charges and gains excluded from our non-GAAP financial measures in the periods presented relate to product liability matters where we have received numerous claims on specific products, patent litigation and commercial litigation related to a common matter in multiple jurisdictions.  In regards to the product liability matters, due to the complexities involved and claims filed in multiple districts, the expenses associated with these matters are significant to our operating results.  Once the litigation matter has been excluded from our non-GAAP financial measures in a particular period, any additional expenses or gains from changes in estimates are also excluded, even if they are not significant, to ensure consistency in our non-GAAP financial measures from period-to-period.

⁽⁸⁾ The European Union Medical Device Regulation imposes significant additional premarket and postmarket requirements.  The new regulations provide a transition period until May 2021 for currently-approved medical devices to meet the additional requirements.  For certain devices, this transition period can be extended until May 2024.  We are excluding from our non-GAAP financial measures the incremental costs incurred to establish initial compliance with the regulations related to our currently-approved medical devices.  The incremental costs primarily include third-party consulting necessary to supplement our internal resources.

⁽⁹⁾ We have incurred other various expenses from specific events or projects that we consider highly variable or that have a significant impact to our operating results that we have excluded from our non-GAAP measures.  These include costs related to legal entity, distribution and manufacturing optimization, including contract terminations, as well as our costs of complying with our Deferred Prosecution Agreement (“DPA”) with the U.S. government related to certain Foreign Corrupt Practices Act matters involving Biomet and certain of its subsidiaries.  Under the DPA, which has a three-year term, we are subject to oversight by an independent compliance monitor, which monitorship commenced in August 2017.  The excluded costs include the fees paid to the independent compliance monitor and to external legal counsel assisting in the matter.

Page 13 of 20

⁽¹⁰⁾ Represents tax adjustments relating to the impacts of tax only amortization resulting from Swiss Tax Reform as well as certain restructuring transactions in Switzerland.

⁽¹¹⁾ Other certain tax adjustments relate to various discrete tax period adjustments.

⁽¹²⁾ Diluted share count used in Adjusted Diluted EPS:

	Three Months Ended
	March 31, 2020
Diluted shares		206.5
Dilutive shares assuming net earnings		1.7
Adjusted diluted shares		208.2

⁽¹³⁾ In the first quarter of 2019, we settled a patent infringement lawsuit out of court, and the other party agreed to pay us an upfront, lump-sum amount for a non-exclusive license to the patent.

Page 14 of 20

ZIMMER BIOMET HOLDINGS, INC.
RECONCILIATION OF NET CASH PROVIDED BY OPERATING
ACTIVITIES TO FREE CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31, 2020 and 2019
(in millions, unaudited)
	Three Months Ended March 31,
	2020			2019
Net cash provided by operating activities	$	450.9		$	283.6
Additions to instruments		(85.7	)		(63.7	)
Additions to other property, plant and equipment		(40.2	)		(37.8	)
Free cash flow	$	325.0		$	182.1

Page 15 of 20

ZIMMER BIOMET HOLDINGS, INC.
RECONCILIATION OF GROSS PROFIT & MARGIN TO ADJUSTED GROSS
PROFIT & MARGIN
FOR THE THREE MONTHS ENDED MARCH 31, 2020 and 2019
(in millions, unaudited)
	Three Months Ended March 31,
	2020				2019
Net Sales	$	1,783.8			$	1,975.5
Cost of products sold, excluding intangible asset amortization		487.1				553.4
Intangible asset amortization		147.6				143.4
Gross Profit	$	1,149.1			$	1,278.7
Inventory and manufacturing-related charges		0.6				2.0
Quality remediation		(0.5	)			-
Intangible asset amortization		147.6				143.4
Adjusted gross profit	$	1,296.8			$	1,424.1
Gross margin		64.4		%		64.7	%
Inventory and manufacturing-related charges		-				0.1
Quality remediation		-				-
Intangible asset amortization		8.3				7.3
Adjusted gross margin		72.7		%		72.1	%

Page 16 of 20

ZIMMER BIOMET HOLDINGS, INC.
RECONCILIATION OF OPERATING EXPENSES TO ADJUSTED OPERATING EXPENSES
FOR THE THREE MONTHS ENDED MARCH 31, 2020 and 2019
(in millions, unaudited)
	Three Months Ended March 31,
	2020		2019
Operating expenses	$	2,239.8	$	1,625.3
Cost of products sold, excluding intangible asset amortization		487.1		553.4
Intangible asset amortization		147.6		143.4
Goodwill impairment		612.0		-
Restructuring and other cost reduction initiatives		45.0		4.7
Quality remediation		16.4		19.7
Acquisition, integration and related		4.4		6.0
Litigation		79.8		(1.8	)
Litigation settlement gain		-		(23.5	)
European Union Medical Device Regulation		11.0		1.6
Other charges		5.9		22.7
Adjusted operating expenses	$	830.6	$	899.1

Page 17 of 20

ZIMMER BIOMET HOLDINGS, INC.
RECONCILIATION OF OPERATING PROFIT & MARGIN TO ADJUSTED OPERATING PROFIT & MARGIN
FOR THE THREE MONTHS ENDED MARCH 31, 2020 and 2019
(in millions, unaudited)
	Three Months Ended March 31,
	2020				2019
Operating (loss) profit	$	(456.0	)		$	350.2
Inventory and manufacturing-related charges		0.6				2.0
Intangible asset amortization		147.6				143.4
Goodwill impairment		612.0				-
Restructuring and other cost reduction initiatives		45.0				4.7
Quality remediation		15.9				19.7
Acquisition, integration and related		4.4				6.0
Litigation		79.8				(1.8	)
Litigation settlement gain		-				(23.5	)
European Union Medical Device Regulation		11.0				1.6
Other charges		5.9				22.7
Adjusted operating profit	$	466.2			$	525.0
Operating (loss) profit margin		(25.6	)	%		17.7		%
Inventory and manufacturing-related charges		-				0.1
Intangible asset amortization		8.3				7.3
Goodwill impairment		34.3				-
Restructuring and other cost reduction initiatives		2.5				0.2
Quality remediation		0.9				1.0
Acquisition, integration and related		0.2				0.3
Litigation		4.5				(0.1	)
Litigation settlement gain		-				(1.2	)
European Union Medical Device Regulation		0.6				0.1
Other charges		0.4				1.2
Adjusted operating profit margin		26.1		%		26.6		%

Page 18 of 20

ZIMMER BIOMET HOLDINGS, INC.
RECONCILIATION OF EFFECTIVE TAX RATE TO ADJUSTED EFFECTIVE TAX RATE
FOR THE THREE MONTHS ENDED MARCH 31, 2020 and 2019
(unaudited)
	Three Months Ended March 31,
	2020				2019
Effective tax rate		(1.0	)	%		15.6	%
Tax effect of adjustments made to earnings before taxes(1)		18.7				0.1
Tax adjustments relating to the impacts of tax only amortization in Switzerland		(3.4	)			-
Other certain tax adjustments		1.4				1.8
Adjusted effective tax rate		15.7		%		17.5	%
(1) Includes inventory and manufacturing-related charges; intangible asset amortization; goodwill impairment; restructuring and other cost reduction initiatives; quality remediation; acquisition, integration and related; litigation; litigation settlement gain; European Union Medical Device Regulation; and other charges

Page 19 of 20

ZIMMER BIOMET HOLDINGS, INC.
RECONCILIATION OF DEBT TO NET DEBT
AS OF MARCH 31, 2020 and DECEMBER 31, 2019
(in millions, unaudited)
	March 31, 2020			December 31, 2019
Debt, both current and long-term	$	9,674.2		$	8,221.4
Cash and cash equivalents		(2,433.6	)		(617.9	)
Net debt	$	7,240.6		$	7,603.5

Page 20 of 20

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Document and Entity Information	May 11, 2020
Document Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001136869
Document Type	8-K
Document Period End Date	May 11, 2020
Entity Registrant Name	ZIMMER BIOMET HOLDINGS, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-16407
Entity Tax Identification Number	13-4151777
Entity Address, Address Line One	345 East Main Street
Entity Address, City or Town	Warsaw
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46580
City Area Code	(574)
Local Phone Number	267-6131
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