Financial Highlights
(Dollars in millions except per share amounts)
Sales b y Geography
24%
24%
61%
61%
61%
24%
15%
15%
15%
2011
2012
2013
2014
2015
Americas
$2,441
$2,476
$2,620
$2,594
$3,662
Europe
Asia Pacific
1,214
797
1,178
818
1,212
791
1,269
810
1,418
918
Consolidated
$4,452
$4,472
$4,623
$4,673
$5,998
Sales b y Product Category
2011
2012
2013
2014
2015
Knees
Hips
S.E.T.
Dental
Spine & CMF
Other
1,825
1,355
667
248
225
132
1,815
1,342
730
238
209
138
1,862
1,331
847
239
202
142
1,895
1,326
863
243
207
139
2,277
1,537
1,215
336
404
229
Consolidated
$4,452
$4,472
$4,623
$4,673
$5,998
38%
38%
38%
4%
4%
4%
25%
25%
25%
20%
20%
6%
6%
7%
7%
20%
6%
7%
% Change 2014-2015
Constant
Reported Currency(1)
41%
12%
13%
28%
42%
27%
24%
35%
% Change 2014-2015
Constant
Reported Currency(1)
20%
16%
41%
38%
95%
65%
28%
26%
24%
46%
44%
100%
69%
35%
Net Sales
Zimmer Biomet recorded net sales
Operating Profit
In 2015, Zimmer Biomet drove
Operating Cash Flow
Solid operating cash flows in 2015
Diluted Earnings per Share
Our strong 7.8% growth in
of $6.0 billion in 2015, reflecting
a fifth consecutive year of
continued to support Zimmer
adjusted earnings per share
35% constant currency revenue
adjusted operating profit
Biomet’s ongoing investments
reflects the ongoing success of
growth. Disciplined sales
expansion, as we leveraged an
into research & development to
Zimmer Biomet’s value creation
execution supported our ongoing
enhanced revenue platform and
expand our clinical portfolio. We
framework, which was
performance in the Asia Pacific and
our global integration teams
also aggressively reduced the
strengthened in 2015 by the
Europe, Middle East & Africa
outperformed against initial net
leverage on our balance sheet and
early capture of significant
regions, as well as the solid results
synergy targets. We also
returned value to stockholders
commercial, operational and
of our Knee and Hip categories in
continued to realize efficiencies
through our share repurchase and
financial synergies.
the Americas. Our commercial
and cost savings from the
dividend programs.
organization also captured robust
process-driven improvements
cross-selling opportunities in every
of our quality and operational
category of our comprehensive
excellence initiatives.
clinical portfolio.
28% Reported
8
9
9
5
,
3
7
6
4
,
3
2
6
4
,
2
5
4
4
,
2
7
4
4
,
30% Adjusted(2)
(55)% Reported
8
8
3
1
,
9
4
0
1
,
7
0
4
1
,
5
3
0
1
,
3
9
4
1
,
9
6
0
1
,
9
2
5
1
,
7
3
0
1
,
3
9
9
1
,
7
6
4
(22)% Reported
7
7
1
1
,
2
5
1
1
,
3
5
0
1
,
3
6
9
7
1
8
8% Adjusted(2)
(82)% Reported
2
2
6
.
4
5
4
.
0
4
6
.
0
2
4
.
8
2
5
.
5
1
4
.
8
5
5
.
7
1
4
.
11
12
13
14
15
11
12
13
14
15
11
12
13
14
15
11
12
13
14
0
9
6
.
0.77
15
(1) “Constant Currency” refers to sales growth resulting from translating current and prior-period sales at the same predetermined foreign currency exchange rate. The translated results are then used to
determine year-over-year percentage increases or decreases that exclude the effect of changes in foreign currency exchange rates. See the reconciliation of this non-GAAP financial measure to the most
directly comparable GAAP measure on page 88.
(2) “Adjusted” refers to performance measures that exclude the effect of inventory step-up and other inventory and manufacturing related charges, the provision for Durom® Acetabular Component product
liability claims, special items, intangible asset amortization, goodwill impairment, financing and other expenses related to the Biomet merger and certain tax adjustments. See the reconciliations of these
non-GAAP financial measures to the most directly comparable GAAP measures on page 88.
To Our Stockholders:
By all accounts, 2015 was a transformational year for our Company, marked by a landmark combination
that started a new chapter in our rich 89-year history. Through our merger with Biomet, which closed
on June 24, 2015, we formed Zimmer Biomet, a leading innovator and strong global competitor in
the musculoskeletal healthcare industry. As one company, we will continue to partner with the clinical
community and healthcare systems to advance the frontiers of treatment and meet the unique needs
of patients and providers in the evolving healthcare landscape. We will also maintain our steadfast
commitment to driving exceptional stockholder value. Simply stated, we are excited and optimistic
about the future!
With a shared history and culture of musculoskeletal innovation, the combination of Zimmer and
Biomet has resulted in a ‘best of both’ organization that draws from the exceptional talent, resources
and proven practices of the legacy companies. Although the merger closed mid-year, our critical
integration planning began in 2014, which enabled our joint teams to act quickly in realizing the benefits
of the combination. Our success in achieving our 2015 goals is a testament to the effectiveness of our
combined teams, and has set the stage for accelerated future growth.
Notable highlights from 2015 include:
• Substantially completing commercial integration: During the second half of the year, Zimmer
Biomet accomplished a number of significant integration milestones across our global sales
organization, enabling the Company to cross-sell in nearly every category of our combined product
portfolio. As a result, we delivered steady revenue growth for 2015. We believe Zimmer Biomet is
prepared to accelerate top-line performance in the year ahead, backed by the musculoskeletal sector’s
most comprehensive range of clinical offerings and the strength of a focused and growth-driven
sales organization.
• Expanding the Company’s product offerings with enhanced R&D investment: In 2015, Zimmer
Biomet continued to innovate across the full spectrum of musculoskeletal care with the addition of
new service- and solution-oriented offerings, advancing our objective to become the single-solution
provider at every stage of the continuum of care. Our combined R&D investment represented
a substantial increase over Zimmer’s standalone spend, setting the stage for broader and more
differentiated commercial innovation.
• Delivering strong financial results: Consolidated sales for full-year 2015 totaled $6.0 billion, with
fully diluted adjusted earnings per share of $6.90, representing an increase of nearly 8 percent over
the prior year. In addition, our global integration teams successfully outperformed against our initial
net synergy targets. Our outperformance against our initial net synergy targets contributed to a fifth
consecutive year of adjusted operating margin expansion and the ongoing improvement of our SG&A
ratio, which has decreased by 220 basis points over the past five years. We remain on-track to achieve
$350 million of net synergy savings by the conclusion of the third year of our combination, with $155
million of those savings expected to be realized by the end of the second quarter of 2016.
• Returning capital to stockholders: With our teams on-track to meet our synergy and growth targets,
we were able to return a substantial portion of free cash flow to our stockholders, while enhancing
investments in our strategic growth drivers. In 2015, we paid $157.1 million in dividends and
repurchased 1.4 million shares of our common stock for $150 million, or nearly 0.7% of the Company’s
outstanding shares. Our stock repurchase program has now delivered $6.3 billion into the hands of
our stockholders since 2005.
A Year Marked by Clinical Innovation
As we prepare to bolster our musculoskeletal portfolio with innovative new product releases in
2016, it is important to reflect on the clinical legacy that has formed the basis of our ongoing
success. 2015 marked the 20th anniversary of our clinically trusted NexGen® Knee Replacement
System, which has surpassed five million implantations over two decades and built an outstanding
reputation for its revolutionary design and unsurpassed clinical success. In 2016, we will celebrate
the 40th anniversary of the Oxford® Partial Knee, which allows patients to retain up to 75 percent of
their healthy knee, resulting in faster recovery, more natural motion and higher patient satisfaction.
The NexGen Knee remains one of the most trusted systems in total knee replacement with
continued success in the market and the Oxford Partial Knee is the most widely used and clinically
proven partial knee in the world, highlighting our commitment to solutions that make a meaningful
difference for our surgeon customers and their patients.
Key product introductions during 2015 included:
• Releasing the modular XtraFix® External Fixation system, which supports time- and cost-savings
in the operating room that can allow the surgical team to devote more focus to achieving
excellent outcomes.
• Releasing the G7® OsseoTi® Acetabular Shells, which introduced 3D printing technology to
the G7 Acetabular System. OsseoTi technology uses human CT data, in combination with 3D
printing, to build a structure that directly mimics the architecture of human cancellous bone.
By applying this process to the G7 portfolio, we are able to offer surgeons the benefits of highly
porous technology with more options to resist dislocation than any other acetabular system on
the market today.
• Expanding the use of our Vivacit-E® Advanced Bearing Technology to include liners for our
market-leading Trabecular Metal™ Reverse Shoulder System. Vivacit-E Technology also
celebrated a major clinical milestone in 2015. This platform technology demonstrated significant
wear-rate reduction after 96 million use cycles of in vitro testing in our hip acetabular liners; we
believe this reflects low-wear stability and durability over an anticipated lifetime following total
hip replacement. These results underscore the compelling value of Vivacit-E for patients and
healthcare systems, and further validate its use across our reconstructive portfolio.
• Expanding the use of our Subchondroplasty® Procedure for subchondral foot and ankle
bone defects, which has significantly boosted the clinical audience who can benefit from this
minimally invasive treatment. We plan to continue our efforts to grow this technology and build
out its distribution in the years ahead, supported by first-rate surgeon training and education.
Comprehensive Portfolio Fueled by Innovation and Focused on Growth
Zimmer Biomet has the most complete product portfolio in our industry. We represent every
anatomical market and treatment stage along the continuum of musculoskeletal care, from early
intervention and joint preservation technologies to partial, total, revision and salvage arthroplasty
systems. Our merger is enhancing and diversifying that revenue platform. In addition to broader
franchises in our Knee and Hip categories, we now bring a stronger presence in the faster-growing
markets of Sports Medicine, Extremities, Trauma, Foot & Ankle and Dental solutions.
Capitalizing on our enhanced portfolio is of paramount importance to our future progress. To that
end, our teams worked diligently to substantially complete the integration of our global sales
organization in the fourth quarter of 2015. These actions included the appointment of experienced
sales leaders and representatives, as well as product cross-training across our combined portfolio.
This timely work has laid the foundation for 2016 and beyond, particularly as we enhance our focus
on attractive growth markets.
Our integrated sales channel is fully focused on leveraging the broad, complementary nature of our
combined offerings, such as:
• In our market-leading Knee category, three products represent leading opportunities: Persona®
The Personalized Knee System, joined by the clinically proven and bi-cruciate preserving Oxford®
Partial Knee and the Vanguard® 360 Revision Knee System.
• In Hips, we continue to leverage premium offerings such as the multi-bearing G7® and
Continuum® Acetabular Systems, in addition to a host of implant systems that include the Arcos®
Modular Femoral Revision System and the Taperloc® Complete Microplasty® Stem.
• Within our S.E.T. (Surgical, Sports Medicine, Extremities and Trauma) category, Surgical sales
have been supported by the ongoing performance of our differentiated Transposal® Fluid Waste
Management System and A.T.S.® Automatic Tourniquet System. Our Sports Medicine business
has achieved growth with our Gel-One® Hyaluronate and Subchondroplasty early intervention
treatments. Our Comprehensive® Total Shoulder System and Nexel® Total Elbow continue to build
our presence in Extremities. Furthermore, the attractive opportunities within our combined Trauma
portfolio include the DVR® Crosslock Distal Radius Plating System and the Natural Nail® System.
• In Dental, our market-leading regenerative product line continues to perform extremely well.
• And finally, our Spine and CMF category continues to benefit from innovative offerings such as
the Virage® OCT Spinal Fixation System and the Timberline® Lateral Fusion System, as well as the
TraumaOne™ and SternaLock® Blu Systems.
Of course, ongoing clinical innovation remains our standing priority and guiding commitment at
Zimmer Biomet. This is the lifeblood of our Company, and the cornerstone of our corporate culture.
In the year ahead, we plan to meaningfully contribute to our growth with an enhanced cadence of
differentiated new products, technologies and services across our musculoskeletal portfolio. This
strategy is designed to support our sustained top-line growth and long-term value creation.
Strengthening our Legacy of Operational Excellence to Drive Stockholder Value
Over the past five years, we have continuously expanded adjusted operating margins through the
achievement of process-driven improvements in all aspects of our global business, as part of our
culture of operational and quality excellence.
Moreover, since announcing the Zimmer Biomet transaction in the second quarter of 2014, we have
modeled significant net operational synergies into our combination. Our integration teams also
made noteworthy progress executing against our well-defined roadmaps to achieve cost savings
and efficiencies. These programs have included our ongoing sourcing initiative to more effectively
leverage our global purchasing power, the implementation of shared service centers and a more
streamlined management structure. In 2015, these programs contributed to our solid adjusted
earnings and adjusted operating margin performance for the year.
Our achievements on the bottom line have ultimately dovetailed our capital strategy, which drives
stockholder value with a focus on disciplined capital deployment and M&A assessment. Based on the
progress of our integration, in the fourth quarter of 2015 our Board approved the repurchase of $150
million of shares. We also reduced the leverage on our balance sheet in the second half of the year
with an additional $500 million payment against the term debt borrowed to help fund the Biomet
merger. Looking ahead, the pace of our integration gives us optimism concerning our ability to
capitalize on future opportunities. We expect that robust cash flows will continue to fuel the growth
of our stockholder programs, as well as our disciplined approach to capital investment.
Zimmer Biomet: A New Leader in Musculoskeletal Healthcare
We are confident that Zimmer Biomet is positioned for a strong trajectory of clinical innovation
and topline performance, as we continue to pursue excellence in the areas of customer service,
operations and quality. We are motivated and excited for the opportunities to maximize the benefits
of an unparalleled musculoskeletal portfolio, a world-class sales organization and a robust pipeline of
innovative new commercial introductions. With a complete focus on these strategic priorities, we will
strive to continue creating and returning value to our stockholders.
Our team members are integral to our success, and our combined corporate culture has been a
key component of our achievements in 2015. This leadership team is proud to work alongside our
colleagues around the globe, in an industry that restores mobility and improves the lives of millions
of people. We join them in thanking you for the privilege to continue working toward that shared
vision, and for your ongoing support for Zimmer Biomet.
Sincerely,
David C. Dvorak
President and
Chief Executive Officer
Larry C. Glasscock
Chairman of the Board
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For year ended December 31, 2015
Commission file number 001-16407
ZIMMER BIOMET
ZIMMER BIOMET HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
345 East Main Street Warsaw, Indiana
13-4151777
(IRS Employer Identification No.)
46580
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (574) 267-6131
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $.01 par value
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes Í
No ‘
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ‘
No Í
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes Í
No ‘
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes Í
No ‘
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. Í
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-
2 of the Exchange Act. (Check One):
Large accelerated filer Í Accelerated filer ‘
Non-accelerated filer ‘
(Do not check if a smaller reporting company)
Smaller reporting company ‘
Indicate by checkmark whether the registrant is a shell company (as defined Exchange Act Rule 12b-2). Yes ‘
No Í
The aggregate market value of shares held by non-affiliates was $18,873,280,711 (based on the closing price of these shares on the
New York Stock Exchange on June 30, 2015 and assuming solely for the purpose of this calculation that all directors and executive
officers of the registrant are “affiliates”). As of February 24, 2016, 198,834,321 shares of the registrant’s $.01 par value common
stock were outstanding.
Document
Portions of the Proxy Statement with respect to the 2016 Annual Meeting of Stockholders
Form 10-K
Part III
Documents Incorporated by Reference
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
Cautionary Note About Forward-Looking Statements
This Annual Report on Form 10-K includes “forward-looking” statements within the meaning of federal securities laws.
Forward-looking statements may be identified by the fact that they do not relate strictly to historical or current facts. They often
include words such as “may,” “will,” “can,” “should,” “would,” “could,” “anticipate,” “expect,” “plan,” “seek,” “believe,” “predict,”
“estimate,” “potential,” “project,” “assume,” “guide,” “target,” “forecast,” “intend,” “strategy,” “is confident that,” “future,”
“opportunity,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are
subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A
detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-
looking statements is included in the section titled “Risk Factors” (refer to Part I, Item 1A of this report). Readers of this report are
cautioned not to place undue reliance on these forward-looking statements. While we believe the assumptions on which the
forward-looking statements are based are reasonable, there can be no assurance that these forward-looking statements will prove to
be accurate. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in
our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
TABLE OF CONTENTS
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions and Director Independence
Principal Accounting Fees and Services
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Exhibits, Financial Statement Schedules
Page
3
3
10
18
19
19
19
20
20
21
22
31
35
76
76
77
78
78
78
78
78
78
79
79
2
Z I M M E R BI OM E T HOL D I NG S , I NC .
PART I
Item 1. Business
Overview
Zimmer Biomet is a global leader in musculoskeletal
healthcare. We design, manufacture and market orthopaedic
reconstructive products; sports medicine, biologics,
extremities and trauma products; spine, bone healing,
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. In
this report, “Zimmer Biomet,” “we,” “us,” “our,” “the Company”
and similar words refer collectively to Zimmer Biomet
Holdings, Inc. and its subsidiaries. “Zimmer Biomet Holdings”
refers to the parent company only.
Zimmer Biomet Holdings was incorporated in Delaware in
2001. Our history dates to 1927, when Zimmer Manufacturing
Company, a predecessor, was founded in Warsaw, Indiana. On
August 6, 2001, we were spun off from our former parent and
became an independent public company.
On June 24, 2015 (the “Closing Date”), we acquired LVB
Acquisition, Inc. (“LVB”), the parent company of Biomet, Inc.
(“Biomet”), and LVB and Biomet became our wholly-owned
subsidiaries (sometimes hereinafter referred to as the “Biomet
merger” or the “merger”). In connection with the merger, we
changed our name from Zimmer Holdings, Inc. to Zimmer
Biomet Holdings, Inc. The Biomet merger is expected to be a
transformational event for us and have significant effects on all
aspects of our business. Throughout 2015 and entering 2016, a
key focus of ours has been, and will continue to be, the
successful integration of Biomet.
“Zimmer” used alone refers to the business or information
of us and our subsidiaries on a stand-alone basis without
inclusion of the business or information of LVB or any of its
subsidiaries.
Customers, Sales and Marketing
Our primary customers include orthopaedic surgeons,
neurosurgeons, oral surgeons, and other specialists, dentists,
hospitals, stocking distributors, healthcare dealers and, in their
capacity as agents, healthcare purchasing organizations or
buying groups. These customers range from large multinational
enterprises to independent clinicians and dentists.
We have operations throughout the world. We manage our
operations through three major geographic operating segments
and four product category operating segments. Our three
major geographic operating segments are the Americas, which
is comprised principally of the U.S. and includes other North,
Central and South American markets; EMEA, which is
comprised principally of Europe and includes the Middle East
and African markets; and Asia Pacific, which is comprised
primarily of Japan and includes other Asian and Pacific
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
markets. Our four product category operating segments, which
are individually not as significant as our geographic operating
segments, are as follows: 1) Americas Spine; 2) Bone Healing;
3) Craniomaxillofacial and Thoracic (“CMF”); and 4) Dental.
We market and sell products through three principal
channels: 1) direct to healthcare institutions, such as hospitals,
referred to as direct channel accounts; 2) through stocking
distributors and healthcare dealers; and 3) directly to dental
practices and dental laboratories. With direct channel
accounts, inventory is generally consigned to sales agents or
customers. With sales to stocking distributors, healthcare
dealers, dental practices and dental laboratories, title to
product passes upon shipment or upon implantation of the
product. Direct channel accounts represented approximately
80 percent of our net sales in 2015. No individual direct
channel account, stocking distributor, healthcare dealer, dental
practice or dental laboratory accounted for more than
1 percent of our net sales for 2015.
We stock inventory in our warehouse facilities and retain
title to consigned inventory in sufficient quantities so that
products are available when needed for surgical
procedures. Safety stock levels are determined based on a
number of factors, including demand, manufacturing lead
times and quantities required to maintain service levels. We
also carry trade accounts receivable balances based on credit
terms that are generally consistent with local market practices.
We utilize a network of sales associates, sales managers
and support personnel, some of whom are employed or
contracted by independent distributors and sales agencies. We
invest a significant amount of time and expense in training
sales associates in how to use specific products and how to
best inform surgeons of product features and uses. Sales force
representatives must have strong technical selling skills and
medical education to provide technical support for surgeons.
In response to the different healthcare systems
throughout the world, our sales and marketing strategies and
organizational structures differ by region. We utilize a global
approach to sales force training, marketing and medical
education to provide consistent, high quality service.
Additionally, we keep current with key surgical developments
and other issues related to orthopaedic surgeons,
neurosurgeons, other specialists, dentists and oral surgeons
and the medical procedures they perform.
Due to the Biomet merger, we changed our senior
management organizational structure which has resulted in a
change to our operating segments. We now allocate resources
to achieve our operating profit goals through seven operating
segments. Our operating segments are comprised of both
geographic and product category business units. We are
organized through a combination of geographic and product
category operating segments for various reasons, including the
distribution channels through which products are sold. Our
product category operating segments generally have
distribution channels focused specifically on those product
3
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
categories, whereas our geographic operating segments have
distribution channels that sell multiple product categories. The
following is a summary of our seven operating segments. See
Note 18 to the consolidated financial statements for more
information regarding our segments.
Americas. The Americas geographic operating segment is
our largest operating segment. The U.S. accounts for 94
percent of net sales in this region. The U.S. sales force consists
of a combination of employees and independent sales agents,
most of whom sell products exclusively for Zimmer
Biomet. The sales force in the U.S. receives a commission on
product sales and is responsible for many operating decisions
and costs.
In this region, we contract with group purchasing
organizations and managed care accounts and have promoted
unit growth by offering volume discounts to customer
healthcare institutions within a specified group. Generally, we
are designated as one of several preferred purchasing sources
for specified products, although members are not obligated to
purchase our products. Contracts with group purchasing
organizations generally have a term of three years, with
extensions as warranted.
Americas Spine. The Americas Spine product category
operating segment is comprised of our spine products division
in the Americas, primarily in the U.S. market, but also in other
North, Central and South American markets. The market
dynamics of the Americas Spine business are similar to those
described in the Americas geographic operating segment.
However, the Americas Spine business maintains a separate
sales force of employees and independent sales agents.
Bone Healing. Our Bone Healing product category
operating segment only sells to U.S. customers. In this product
category, we market our products to doctors who prescribe
them for use by patients. The products are mostly provided
directly by Zimmer Biomet to patients and are paid for through
patients’ insurance or by patients themselves. Products are
also sold through wholesale channels on a limited basis.
CMF. Our CMF product category operating segment
competes across the world through a combination of direct and
independent sales agents. The U.S. sales force consists of a
combination of employees and independent sales
agents. Internationally, our primary customers are
independent stocking distributors who market our products to
their customers.
In the Americas, we monitor and rank independent sales
Dental. Our Dental product category operating segment
agents and our direct sales force across a range of performance
metrics, including the achievement of sales targets and
maintenance of efficient levels of working capital.
EMEA. The EMEA geographic operating segment is our
second largest operating segment. France, Germany, Italy,
Spain and the United Kingdom collectively account for
62 percent of net sales in the region. This segment also
includes other key markets, including Switzerland, Benelux,
Nordic, Central and Eastern Europe, the Middle East and
Africa. Our sales force in this segment is comprised of direct
sales associates, commissioned agents, independent
distributors and sales support personnel. We emphasize the
advantages of our clinically proven, established designs and
innovative solutions and new and enhanced materials and
surfaces. In most European countries, healthcare is sponsored
by the government and therefore government budgets impact
healthcare spending, which can affect our sales in this
segment.
Asia Pacific. The Asia Pacific geographic operating
segment includes key markets such as Japan, Australia, New
Zealand, Korea, China, Taiwan, India, Thailand, Singapore,
Hong Kong and Malaysia. Japan is the largest market within
this segment, accounting for 40 percent of the region’s sales. In
Japan and most countries in the Asia Pacific region, we
maintain a network of dealers, who act as order agents on
behalf of hospitals in the region, and sales associates, who
build and maintain relationships with orthopaedic surgeons
and neurosurgeons in their markets. The knowledge and skills
of these sales associates play a critical role in providing
service, product information and support to surgeons. We have
a research and development center in Beijing, China, which
focuses on products and technologies designed to meet the
unique needs of Asian patients and their healthcare providers.
4
competes across the world. Our sales force is primarily
composed of employees who market our products to
customers. We sell directly to dental practices or dental
laboratories, or to independent stocking distributors depending
on the market.
Seasonality
Our business is seasonal in nature to some extent, as
many of our products are used in elective procedures, which
typically decline during the summer months and can increase
at the end of the year once annual deductibles have been met
on health insurance plans.
Distribution
We distribute our products both through large, centralized
warehouses and through smaller, market specific facilities,
depending on the needs of the market. We maintain large,
centralized warehouses in the U.S. and Europe to be able to
efficiently distribute our products to customers in those
regions. In addition to these centralized warehouses, we
maintain smaller distribution facilities within each of the
countries where we have a direct sales presence. In many
locations, our inventory is consigned to the healthcare
institution.
We generally ship our orders via expedited courier. We do
not consider our backlog of firm orders to be material to an
understanding of our business.
Products
Our products include orthopaedic reconstructive
products; sports medicine, biologics, extremities and trauma
products; spine, bone healing and CMF products; dental
implants; and related surgical products.
Z I M M E R BI OM E T HOL D I NG S , I NC .
KNEES
Total knee replacement surgeries typically include a
femoral component, a patella (knee cap), a tibial tray and an
articular surface (placed on the tibial tray). Knee replacement
surgeries include first-time, or primary, joint replacement
procedures and revision procedures for the replacement,
repair or enhancement of an implant or component from a
previous procedure. There are also procedures for partial
reconstruction of the knee, which treat limited knee
degeneration and involve the replacement of only one side, or
compartment, of the knee with a unicompartmental knee
prosthesis. Our knee portfolio also includes early intervention
and joint preservation products, which seek to preserve the
joint by repairing or regenerating damaged tissues and by
treating osteoarthritis.
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(cid:129) JuggerKnot® Soft Anchor System
(cid:129) Gel-One®1 Cross-linked Hyaluronate
(cid:129) Trabecular MetalTM Reverse Shoulder System
(cid:129) Comprehensive® Shoulder
(cid:129) Zimmer® Natural Nail® System
(cid:129) DVR® Plating System
DENTAL
Our dental products division manufactures and/or
distributes: 1) dental reconstructive implants – for individuals
who are totally without teeth or are missing one or more teeth;
2) dental prosthetic products – aimed at providing a more
natural restoration to resemble the original teeth; and 3)
dental regenerative products – for soft tissue and bone
rehabilitation.
Our significant knee brands include the following:
Our significant dental brands include the following:
(cid:129) Persona® The Personalized Knee System
(cid:129) NexGen® Complete Knee Solution
(cid:129) Vanguard® Knee System
(cid:129) Oxford® Partial Knee
(cid:129) Tapered Screw-Vent® Implant System
(cid:129) 3i T3® Implant
(cid:129) Puros® Allograft Products
HIPS
Total hip replacement surgeries replace both the head of
the femur and the socket portion of the pelvis (acetabulum) of
the natural hip. Hip procedures include first-time, or primary,
joint replacement as well as revision procedures. Hip implant
procedures involve the use of bone cement to attach or affix
the prosthetic components to the surrounding bone, or are
press-fit into bone, which means that they have a surface that
bone affixes to through either ongrowth or ingrowth
technologies.
Our significant hip brands include the following:
(cid:129) Zimmer® M/L Taper Hip Prosthesis
(cid:129) Taperloc® Hip System
(cid:129) Arcos® Modular Hip System
(cid:129) Continuum® Acetabular System
(cid:129) G7® Acetabular System
S.E.T.
Our S.E.T. product category includes surgical, sports
medicine, biologics, foot and ankle, extremities and trauma
products. Our surgical products are used to support various
surgical procedures. Our sports medicine products are
primarily for the repair of soft tissue injuries, most commonly
used in the knee and shoulder. Our biologics products are used
as early intervention for joint preservation or to support
surgical procedures. Our foot and ankle and extremities
products are designed to treat arthritic conditions and
fractures in the foot, ankle, shoulder, elbow and wrist. Our
trauma products are used to stabilize damaged or broken
bones and their surrounding tissues to support the body’s
natural healing process.
Our significant S.E.T. brands include the following:
(cid:129) Transposal® and Transposal Ultra® Fluid Waste
Management Systems
(cid:129) A.T.S.® Automatic Tourniquet Systems
SPINE and CMF
Our spine products division designs, manufactures and
distributes medical devices and surgical instruments to deliver
comprehensive solutions for individuals with back or neck pain
caused by degenerative conditions, deformities or traumatic
injury of the spine. Our CMF division includes face and skull
reconstruction products as well as products that fixate and
stabilize the bones of the chest in order to facilitate healing or
reconstruction after open heart surgery, trauma or for
deformities of the chest.
Our significant spine and CMF brands include the
following:
(cid:129) Polaris™ Spinal System
(cid:129) Timberline® Lateral Fusion System
(cid:129) PathFinder NXT® Minimally Invasive Pedicle Screw System
(cid:129) TraumaOne™ Plating System
OTHER
Our other product category primarily includes our bone
cement and bone healing products. Our significant brands
include the following:
(cid:129) PALACOS®2 Bone Cement
(cid:129) SpinalPak® Spinal Fusion Stimulator
Research and Development
We have extensive research and development activities to
develop new surgical techniques, materials, biologics and
product designs. The research and development teams work
closely with our strategic brand marketing function. The rapid
commercialization of innovative new materials, biologics
products, implant and instrument designs and surgical
techniques remains one of our core strategies and continues to
be an important driver of sales growth.
1 Registered trademark of Seikagaku Corporation
2 Registered trademark of Heraeus Medical GmbH
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We are broadening our offerings in each of our product
categories and exploring new technologies with possible
applications in multiple areas. Our primary research and
development facility is located in Warsaw, Indiana. We have
other research and development personnel based in, among
other places, Canada, China, France, Switzerland and other
U.S. locations. As of December 31, 2015, we employed
approximately 1,700 research and development employees
worldwide.
We expect to continue to identify innovative technologies,
which may include acquiring complementary products or
businesses, establishing technology licensing arrangements or
strategic alliances.
Government Regulation and Compliance
We are subject to government regulation in the countries
in which we conduct business. In the U.S., numerous laws and
regulations govern all the processes by which medical devices
are brought to market. These include, among others, the
Federal Food, Drug and Cosmetic Act and regulations issued
or promulgated thereunder. The U.S. Food and Drug
Administration (“FDA”) has enacted regulations that control
all aspects of the development, manufacture, advertising,
promotion and postmarket surveillance of medical products,
including medical devices. In addition, the FDA controls the
access of products to market through processes designed to
ensure that only products that are safe and effective are made
available to the public.
Most of our new products fall into an FDA classification
that requires the submission of a Premarket Notification
(510(k)) to the FDA. This process requires us to demonstrate
that the device to be marketed is at least as safe and effective
as, that is, substantially equivalent to, a legally marketed
device. We must submit information that supports our
substantial equivalency claims. Before we can market the new
device, we must receive an order from the FDA finding
substantial equivalence and clearing the new device for
commercial distribution in the U.S.
Other devices we develop and market are in a category
(class) for which the FDA has implemented stringent clinical
investigation and Premarket Approval (“PMA”) requirements.
The PMA process requires us to provide clinical and laboratory
data that establishes that the new medical device is safe and
effective. The FDA will approve the new device for commercial
distribution if it determines that the data and information in
the PMA application constitute valid scientific evidence and
that there is reasonable assurance that the device is safe and
effective for its intended use(s).
All of our devices marketed in the U.S. have been cleared
or approved by the FDA, with the exception of some devices
which are exempt or were in commercial distribution prior to
May 28, 1976. The FDA has grandfathered these devices, so
new FDA submissions are not required.
Both before and after a product is commercially released,
we have ongoing responsibilities under FDA regulations. The
FDA reviews design and manufacturing practices, labeling and
record keeping, and manufacturers’ required reports of
6
adverse experiences and other information to identify potential
problems with marketed medical devices. We are also subject
to periodic inspection by the FDA for compliance with the
FDA’s Quality System regulations among other FDA
requirements, such as restrictions on advertising and
promotion. The Quality System regulations govern the
methods used in, and the facilities and controls used for, the
design, manufacture, packaging and servicing of all finished
medical devices intended for human use. If the FDA were to
conclude that we are not in compliance with applicable laws or
regulations, or that any of our medical devices are ineffective
or pose an unreasonable health risk, the FDA could require us
to notify healthcare professionals and others that the devices
present unreasonable risks of substantial harm to the public
health, order a recall, repair, replacement, or refund payment
of such devices, detain or seize adulterated or misbranded
medical devices, or ban such medical devices.
The FDA may also impose operating restrictions, enjoin
and/or restrain certain conduct resulting in violations of
applicable law pertaining to medical devices, and assess civil or
criminal penalties against our officers, employees or us. The
FDA may also recommend prosecution to the U.S. Department
of Justice (“DOJ”).
The FDA, in cooperation with U.S. Customs and Border
Protection (“CBP”), administers controls over the import of
medical devices into the U.S. The CBP imposes its own
regulatory requirements on the import of our products,
including inspection and possible sanctions for noncompliance.
We are also subject to foreign trade controls administered by
certain U.S. government agencies, including the Bureau of
Industry and Security within the Commerce Department and
the Office of Foreign Assets Control within the Treasury
Department.
There are also requirements of state, local and foreign
governments that we must comply with in the manufacture
and marketing of our products.
In many of the foreign countries in which we market our
products, we are subject to local regulations affecting, among
other things, design and product standards, packaging
requirements and labeling requirements. Many of the
regulations applicable to our devices and products in these
countries are similar to those of the FDA. The member
countries of the European Union have adopted the European
Medical Device Directive, which creates a single set of medical
device regulations for products marketed in all member
countries. Compliance with the Medical Device Directive and
certification to a quality system enable the manufacturer to
place a CE mark on its products. To obtain authorization to
affix the CE mark to a product, a recognized European
Notified Body must assess a manufacturer’s quality systems
and the product’s conformity to the requirements of the
Medical Device Directive. We are subject to inspection by the
Notified Bodies for compliance with these requirements.
Further, we are subject to various federal, state and
foreign laws concerning healthcare fraud and abuse, including
false claims and anti-kickback laws, as well as the U.S.
Physician Payments Sunshine Act and similar state and foreign
healthcare professional payment transparency laws. These
Z I M M E R BI OM E T HOL D I NG S , I NC .
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laws are administered by, among others, the U.S. Department
of Justice, the Office of Inspector General of the Department of
Health and Human Services, state attorneys general and
various foreign government agencies. Many of these agencies
have increased their enforcement activities with respect to
medical device manufacturers in recent years. Violations of
these laws are punishable by criminal and/or civil sanctions,
including, in some instances, fines, imprisonment and, within
the U.S., exclusion from participation in government
healthcare programs, including Medicare, Medicaid and
Veterans Administration (“VA”) health programs.
Our operations in foreign countries are subject to the
extraterritorial application of the U.S. Foreign Corrupt
Practices Act. Our global operations are also subject to foreign
anti-corruption laws, such as the UK Bribery Act, among
others. As part of our global compliance program, we seek to
address anti-corruption risks proactively.
Our facilities and operations are also subject to complex
federal, state, local and foreign environmental and
occupational safety laws and regulations, including those
relating to discharges of substances in the air, water and land,
the handling, storage and disposal of wastes and the clean-up
of properties by pollutants. We do not expect that the ongoing
costs of compliance with these environmental requirements
will have a material impact on our consolidated earnings,
capital expenditures or competitive position.
Competition
The orthopaedics and broader musculoskeletal care
industry is highly competitive. In the global markets for our
knees, hips, and S.E.T. products, our major competitors
include: the DePuy Synthes Companies of Johnson & Johnson;
Stryker Corporation; and Smith & Nephew plc. There are
smaller competitors in these product categories as well who
have success by focusing on smaller subsegments of the
industry.
In the spine and CMF categories, we compete globally
primarily with the spinal and biologic business of Medtronic,
Inc., the DePuy Synthes Companies, Stryker Corporation,
NuVasive, Inc. and Globus Medical, Inc.
In the dental implant category, we compete primarily with
Nobel Biocare Holding AG (part of the Danaher Corporation),
Straumann Holding AG and Dentsply International.
Competition within the industry is primarily based on
pricing, technology, innovation, quality, reputation and
customer service. A key factor in our continuing success in the
future will be our ability to develop new products and improve
existing products and technologies.
Manufacturing and Raw Materials
We manufacture our products at various sites. We also
strategically outsource some manufacturing to qualified
suppliers who are highly capable of producing components.
The manufacturing operations at our facilities are
designed to incorporate the cellular concept for production
and to implement tenets of a manufacturing philosophy
focused on continuous improvement efforts in product quality,
lead time reduction and capacity optimization. Our continuous
improvement efforts are driven by Lean and Six Sigma
methodologies. In addition, at certain of our manufacturing
facilities, many of the employees are cross-trained to perform a
broad array of operations.
We generally target operating our manufacturing facilities
at optimal levels of total capacity. We continually evaluate the
potential to in-source and outsource production as part of our
manufacturing strategy to provide value to our stakeholders.
We have improved our manufacturing processes to protect our
profitability and offset the impact of inflationary costs. We
have, for example, employed computer-assisted robots and
multi-axis grinders to precision polish medical devices;
automated certain manufacturing and inspection processes,
including on-machine inspection and process controls;
purchased state-of-the-art equipment; in-sourced core
products and processes; and negotiated cost reductions from
third-party suppliers.
We use a diverse and broad range of raw materials in the
manufacturing of our products. We purchase all of our raw
materials and select components used in manufacturing our
products from external suppliers. In addition, we purchase
some supplies from single sources for reasons of quality
assurance, sole source availability, cost effectiveness or
constraints resulting from regulatory requirements. We work
closely with our suppliers to assure continuity of supply while
maintaining high quality and reliability. To date, we have not
experienced any significant difficulty in locating and obtaining
the materials necessary to fulfill our production schedules.
Intellectual Property
Patents and other proprietary rights are important to the
continued success of our business. We also rely upon trade
secrets, know-how, continuing technological innovation and
licensing opportunities to develop and maintain our
competitive position. We protect our proprietary rights
through a variety of methods, including confidentiality
agreements and proprietary information agreements with
vendors, employees, consultants and others who may have
access to proprietary information. We own or control through
licensing arrangements approximately 7,000 issued patents
and patent applications throughout the world that relate to
aspects of the technology incorporated in many of our
products.
Employees
As of December 31, 2015, we employed approximately
17,500 employees worldwide, including approximately
1,700 employees dedicated to research and
development. Approximately 8,400 employees are located
within the U.S. and approximately 9,100 employees are located
outside of the U.S., primarily throughout Europe and in
Japan. We have approximately 7,700 employees dedicated to
manufacturing our products worldwide. The Warsaw, Indiana
production facilities employ approximately 2,800 employees in
the aggregate.
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We have production employees represented by a labor union
in Dover, Ohio and Bridgend, South Wales. We have other
employees in Europe who are represented by Works
Councils. We believe that our relationship with our employees
is satisfactory.
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to our executive officers as of February 19, 2016.
Name
David C. Dvorak
Daniel P. Florin
Tony W. Collins
Adam R. Johnson
Stuart G. Kleopfer
Katarzyna Mazur-Hofsaess, M.D., Ph.D.
David A. Nolan Jr.
Chad F. Phipps
Daniel E. Williamson
Sang Yi
Age
Position
52
51
47
38
53
52
50
44
50
54
President and Chief Executive Officer
Senior Vice President and Chief Financial Officer
Vice President, Corporate Controller and Chief Accounting Officer
Group President, Spine, Dental, CMF and Thoracic
President, Americas
President, Europe, Middle East and Africa
Group President, Biologics, Extremities, Sports Medicine, Surgical,
Trauma, Foot and Ankle and Bone Healing
Senior Vice President, General Counsel and Secretary
Group President, Joint Reconstruction
President, Asia Pacific
Mr. Dvorak was appointed President, Chief Executive Officer
and a member of the Board of Directors in May 2007. He
championed Zimmer’s acquisition of Biomet, positioning the
combined Zimmer Biomet as a global leader in musculoskeletal
healthcare. Prior to his appointment as President and Chief
Executive Officer, Mr. Dvorak served as Group President,
Global Businesses and Chief Legal Officer from December
2005. From October 2003 to December 2005, he served as
Executive Vice President, Corporate Services, Chief Counsel
and Secretary, as well as Chief Compliance Officer. Mr. Dvorak
joined the Company (then Zimmer) as Senior Vice President,
Corporate Affairs and General Counsel in December 2001,
shortly following the Company’s spin-off from Bristol-Myers
Squibb.
Mr. Collins was appointed Vice President, Corporate Controller
and Chief Accounting Officer effective June 2015. Prior to
that, Mr. Collins served as Vice President, Finance for the
Global Reconstructive Division and Global Operations
organization. He joined the Company (then Zimmer) in 2010
as Vice President, Finance for the Global Reconstructive
Division and U.S. Commercial organization. Before joining
Zimmer, Mr. Collins held the position of Vice President,
Finance and served as the chief financial officer of the
Commercial segment of Oshkosh Corporation from 2007 to
2010. From 1997 to 2007, he was employed at Guidant
Corporation and Boston Scientific Corporation, where he held
a number of positions of increasing responsibility, including
Finance Director and chief financial officer of the Guidant
Japan organization, Global Director of Operations Finance and
Director of Strategic Planning.
Mr. Florin was appointed Senior Vice President and Chief
Financial Officer effective June 2015. He served as Senior Vice
President and Chief Financial Officer of Biomet from June
2007 to June 2015. Prior to joining Biomet, Mr. Florin served
as Vice President and Corporate Controller of Boston
Scientific Corporation from 2001 until 2007. Before being
appointed Corporate Controller in 2001, Mr. Florin served in
financial leadership positions within Boston Scientific
Corporation and its various business units. Prior to joining
Boston Scientific Corporation, Mr. Florin worked for C.R. Bard
from October 1990 through June 1995.
Mr. Johnson was appointed Group President with responsibility
for the Company’s Spine, Dental, Craniomaxillofacial and
Thoracic businesses effective June 2015. He served as Senior
Vice President, Biomet, and President, Biomet Microfixation,
Bone Healing and Spine from June 2012 to June 2015. Before
that, he served as President, Biomet Microfixation from 2007
to 2012 and Vice President, Global Marketing, Biomet
Microfixation from 2006 to 2007. Prior to that, Mr. Johnson
served as Director of Global Marketing for Regeneration
Technologies, Inc. (now known as RTI Surgical, Inc.). He also
worked for Biomet for five years previously, starting his career
with Biomet in 1999.
Mr. Kleopfer was appointed President, Americas effective June
2015. He is responsible for the Company’s sales and
management of the direct and indirect sales channels in the
Americas region, including the United States, Canada and
Latin America. Mr. Kleopfer served as President, Biomet U.S.
from May 2011 to June 2015. Before that, he served as
President, Biomet Biologics from December 2005 to May 2011.
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Prior to those appointments, Mr. Kleopfer held numerous
positions of increasing responsibility within Biomet, where he
began his career in 1988.
Dr. Mazur-Hofsaess was appointed President, EMEA in April
2013. Dr. Mazur-Hofsaess joined the Company (then Zimmer)
in February 2010 as Senior Vice President, EMEA
Reconstructive. She has more than 20 years’ experience within
the pharmaceutical, diagnostics and medical device sectors.
Prior to joining Zimmer, Dr. Mazur-Hofsaess served in various
management positions at Abbott Laboratories beginning in
2001, most recently as Vice President, Diagnostics – Europe.
Mr. Nolan was appointed Group President with responsibility
for the Company’s Biologics, Extremities, Sports Medicine,
Surgical, Trauma, Foot and Ankle and Bone Healing businesses
effective June 2015. He joined the Company (then Zimmer) in
November 2012 as Senior Vice President, Sales. From January
2014 to June 2015, he served as Senior Vice President, Sales
and Advanced Solutions. Prior to joining Zimmer, Mr. Nolan
served as President, Biomet Sports Medicine, Extremities and
Trauma from 2011 to 2012 and as President, Biomet Sports
Medicine from 2001 to 2011. He joined Biomet in 1996.
Mr. Phipps was appointed Senior Vice President, General
Counsel and Secretary in May 2007. He has global
responsibility for the Company’s Legal Affairs and he serves as
Secretary to the Board of Directors. Mr. Phipps also oversees
the Company’s Government Affairs, Corporate Communication
and Public Relations activities. Previously, Mr. Phipps served
as Associate General Counsel and Corporate Secretary from
December 2005 to May 2007. He joined the Company (then
Zimmer) in September 2003 as Associate Counsel and
Assistant Secretary. Prior to joining Zimmer, he served as Vice
President and General Counsel of L&N Sales and Marketing,
Inc. in Pennsylvania and he practiced law with the firm of
Morgan, Lewis & Bockius in Philadelphia, focusing on
corporate and securities law, mergers and acquisitions and
financial transactions.
Mr. Williamson was appointed Group President, Joint
Reconstruction with responsibility for the Company’s Knee,
Hip, Bone Cement, Patient-Matched Implants and Personalized
Solutions businesses effective June 2015. He served as Senior
Vice President, Biomet and President, Global Reconstructive
Joints from February 2014 to June 2015. Prior to that,
Mr. Williamson served as Biomet’s Vice President and General
Manager, Global Bone Cement and Biomaterials Research from
September 2011 to February 2014, and as Corporate Vice
President, Global Biologics and Biomaterials from May 2006 to
September 2011. Mr. Williamson previously served as Biomet’s
Vice President, Business Development from December 2003 to
May 2006. He began his career with Biomet in 1990 as a
Product Development Engineer.
Mr. Yi was appointed President, Asia Pacific effective June
2015. He is responsible for the sales, marketing and
distribution of products in the Asia Pacific region. Mr. Yi joined
the Company (then Zimmer) in March 2013 as Senior Vice
President, Asia Pacific. Before joining Zimmer, he served as
Vice President and General Manager of St. Jude Medical for
Asia Pacific and Australia from 2005 to 2013. Prior to that, Mr.
Yi held several leadership positions over a ten-year period with
Boston Scientific Corporation, ultimately serving as Vice
President for North Asia.
AVAILABLE INFORMATION
Our Internet address is www.zimmerbiomet.com. We
routinely post important information for investors on our
website in the “Investor Relations” section, which may be
accessed from our homepage at www.zimmerbiomet.com or
directly at http://investor.zimmerbiomet.com. 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, Securities and Exchange
Commission (“SEC”) filings, public conference calls,
presentations and webcasts. Our goal is to maintain the
Investor Relations website as a portal through which investors
can easily find or navigate to pertinent information about us,
free of charge, including:
(cid:129) our Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and amendments
to those reports filed or furnished pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as
amended (“Exchange Act”), as soon as reasonably
practicable after we electronically file that material with or
furnish it to the SEC;
(cid:129) announcements of investor conferences and events at which
our executives talk about our products and competitive
strategies, as well as podcasts and archives of these events;
(cid:129) press releases on quarterly earnings, product
announcements, legal developments and other material
news that we may post from time to time;
(cid:129) corporate governance information including our Corporate
Governance Guidelines, Code of Business Conduct and
Ethics, Code of Ethics for Chief Executive Officer and
Senior Financial Officers, information concerning our Board
of Directors and its committees, including the charters of the
Audit Committee, Compensation and Management
Development Committee, Corporate Governance Committee
and Research, Innovation and Technology Committee, and
other governance-related policies;
(cid:129) stockholder services information, including ways to contact
our transfer agent and information on how to sign up for
direct deposit of dividends or enroll in our dividend
reinvestment plan; and
(cid:129) opportunities to sign up for email alerts and RSS feeds to
have information provided in real time.
The information available on our website is not
incorporated by reference in, or a part of, this or any other
report we file with or furnish to the SEC.
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Item 1A. Risk Factors
Risk factors which could cause actual results to differ
from our expectations and which could negatively impact
our financial condition and results of operations are
discussed below and elsewhere in this report. Additional
risks and uncertainties not presently known to us or that
are currently not believed to be significant to our business
may also affect our actual results and could harm our
business, financial condition and results of operations. If
any of the risks or uncertainties described below or any
additional risks and uncertainties actually occur, our
business, results of operations and financial condition
could be materially and adversely affected.
Successful integration of Biomet and anticipated
benefits of the Biomet merger are not assured and
integration matters could divert attention of
management away from operations. Also, the merger
could have an adverse effect on our business
relationships.
Although Biomet has become an indirect wholly owned
subsidiary of ours, it is initially continuing its operations on a
basis that is separate from the legacy Zimmer operations.
There can be no assurance that Biomet will be able to maintain
and grow its business and operations. In addition, the market
segments in which Biomet operates may experience declines in
demand and/or new competitors. Customers, suppliers and
other third parties with business relationships with us and/or
Biomet may decide not to renew or may decide to seek to
terminate, change and/or renegotiate their relationships with
us and/or Biomet as a result of the merger, whether pursuant
to the terms of their existing agreements with us and/or
Biomet or otherwise.
Our ability to realize the anticipated benefits of the
Biomet merger will depend, to a large extent, on our ability to
integrate the legacy businesses. Integrating and coordinating
certain aspects of the operations and personnel of Biomet with
ours involves complex operational, technological and
personnel-related challenges. This process is time-consuming
and expensive, disrupts the businesses of both companies and
may not result in the full benefits expected by us, including
cost synergies expected to arise from supply chain efficiencies
and overlapping general and administrative functions. The
potential difficulties, and resulting costs and delays, include:
(cid:129) managing a larger combined company;
(cid:129) consolidating corporate and administrative infrastructures;
(cid:129) issues in integrating manufacturing, warehouse and
distribution facilities, research and development and sales
forces;
(cid:129) difficulties attracting and retaining key personnel;
(cid:129) loss of customers and suppliers and inability to attract new
customers and suppliers;
(cid:129) unanticipated issues in integrating information technology,
communications and other systems;
(cid:129) incompatibility of purchasing, logistics, marketing,
administration and other systems and processes; and
(cid:129) unforeseen and unexpected liabilities related to the merger
or Biomet’s business.
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2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
Additionally, the integration of our and Biomet’s
operations, products and personnel may place a significant
burden on management and other internal resources. The
attention of our management may be directed towards
integration considerations and may be diverted from our day-
to-day business operations, and matters related to the
integration may require commitments of time and resources
that could otherwise have been devoted to other opportunities
that might have been beneficial to us. The diversion of
management’s attention, and any difficulties encountered in
the transition and integration process, could harm our
business, financial condition and operating results.
Even if our businesses are successfully integrated, we may
not realize the full benefits of the merger, including anticipated
synergies, cost savings or growth opportunities, within the
expected timeframe or at all. In addition, we expect to incur
significant integration and restructuring expenses to realize
synergies. However, many of the expenses that will be incurred
are, by their nature, difficult to estimate accurately. These
expenses could, particularly in the near term, exceed the
savings that we expect to achieve from elimination of
duplicative expenses and the realization of economies of scale
and cost savings. Although we expect that the realization of
efficiencies related to the integration of the businesses may
offset incremental transaction, merger-related and
restructuring costs over time, we cannot give any assurance
that this net benefit will be achieved in the near term, or at all.
Any of these matters could adversely affect our businesses
or harm our financial condition, results of operations or
business prospects.
We incurred substantial additional indebtedness in
connection with the Biomet merger and may not be able
to meet all of our debt obligations.
We incurred substantial additional indebtedness in
connection with the Biomet merger. At December 31, 2015,
our total indebtedness was $11.6 billion, as compared to $1.4
billion at December 31, 2014. We funded the cash portion of
the merger consideration, the pay-off of certain indebtedness
of Biomet and the payment of transaction-related expenses
through a combination of available cash-on-hand and proceeds
from debt financings, including proceeds from a $7.65 billion
issuance of senior unsecured notes in March 2015, and
borrowings of $3.0 billion under our $4.35 billion credit
agreement. As of December 31, 2015, our debt service
obligations, comprised of principal and interest (excluding
capital leases and equipment notes), during the next 12
months are expected to be $339.8 million. As a result of the
increase in our debt, demands on our cash resources have
increased. The increased level of debt could, among other
things:
(cid:129) require us to dedicate a large portion of our cash flow from
operations to the servicing and repayment of our debt,
thereby reducing funds available for working capital, capital
expenditures, research and development expenditures and
other general corporate requirements;
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(cid:129) limit our ability to obtain additional financing to fund future
working capital, capital expenditures, research and
development expenditures and other general corporate
requirements;
provided that Biomet satisfies its obligations under the DPA
over the term of the DPA. The DPA had a three-year term and
provided that it could be extended in the sole discretion of the
DOJ for an additional year.
(cid:129) limit our flexibility in planning for, or reacting to, changes in
Pursuant to the Consent, Biomet consented to the entry of
our business and the industry in which we operate;
(cid:129) restrict our ability to make strategic acquisitions or
dispositions or to exploit business opportunities;
(cid:129) place us at a competitive disadvantage compared to our
competitors that have less debt;
(cid:129) adversely affect our credit rating, with the result that the
cost of servicing our indebtedness might increase and our
ability to obtain surety bonds could be impaired;
(cid:129) adversely affect the market price of our common stock; and
(cid:129) limit our ability to apply proceeds from a future offering or
asset sale to purposes other than the servicing and
repayment of debt.
If we fail to comply with healthcare fraud and abuse
laws and regulations, we could face substantial
penalties and our business, operations and financial
condition could be adversely affected.
Our industry is subject to various federal, state and
foreign laws and regulations pertaining to healthcare fraud and
abuse, including the federal False Claims Act, the federal Anti-
Kickback Statute, the federal Stark law, the federal Physician
Payments Sunshine Act and similar state and foreign laws. In
addition, we are subject to various federal and foreign laws
concerning anti-corruption and anti-bribery matters, sales to
countries or persons subject to economic sanctions and other
matters affecting our international operations. Violations of
these laws are punishable by criminal and/or civil sanctions,
including, in some instances, fines, imprisonment and, within
the U.S., exclusion from participation in government
healthcare programs, including Medicare, Medicaid and
Veterans Administration health programs. These laws are
administered by, among others, the DOJ, the Office of
Inspector General of the U.S. Department of Health and
Human Services (“OIG-HHS”), the SEC, the Office of Foreign
Assets Control of the U.S. Department of the Treasury
(“OFAC”), the Bureau of Industry and Security of the U.S.
Department of Commerce and state attorneys general. The
interpretation and enforcement of these laws and regulations
are uncertain and subject to change.
Biomet is involved in ongoing governmental
investigations, the results of which may adversely
impact our business and results of operations. Further,
if Biomet fails to comply with the terms of the DPA that
it entered into in March 2012, it may be subject to
criminal prosecution and/or exclusion from federal
healthcare programs.
On March 26, 2012, Biomet entered into a Deferred
Prosecution Agreement (“DPA”) with the DOJ and a Consent
to Final Judgment (“Consent”) with the SEC related to an
investigation by the DOJ and the SEC into possible violations
of the Foreign Corrupt Practices Act (“FCPA”) in the
marketing and sale of medical devices in certain foreign
countries. Pursuant to the DPA, the DOJ agreed to defer
prosecution of Biomet in connection with those matters,
a Final Judgment which, among other things, permanently
enjoined Biomet from violating the provisions of the FCPA. In
addition, pursuant to the terms of the DPA, an independent
external compliance monitor was appointed to review Biomet’s
compliance with the DPA, particularly in relation to Biomet’s
international sales practices. The Consent that Biomet entered
into with the SEC mirrors the DPA’s provisions with respect to
the compliance monitor.
In October 2013, Biomet became aware of certain alleged
improprieties regarding its operations in Brazil and Mexico,
including alleged improprieties that predated the entry of the
DPA. Biomet retained counsel and other experts to investigate
both matters. Based on the results of the ongoing
investigations, Biomet has terminated, suspended or otherwise
disciplined certain of the employees and executives involved in
these matters, and has taken certain other remedial measures.
Additionally, pursuant to the terms of the DPA, in April 2014
and thereafter, Biomet disclosed these matters to and
discussed these matters with the independent compliance
monitor and the DOJ and SEC. On July 2, 2014 and July 13,
2015, the SEC issued subpoenas to Biomet requiring that
Biomet produce certain documents relating to such
matters. These matters remain under investigation by the DOJ.
On March 13, 2015, the DOJ informed Biomet that the
DPA and the independent compliance monitor’s appointment
have been extended for an additional year. On April 2, 2015, at
the request of the staff of the SEC, Biomet consented to an
amendment to the Final Judgment to extend the term of the
compliance monitor’s appointment for one year from the date
of entry of the Amended Final Judgment.
Pursuant to the DPA, the DOJ has sole discretion to
determine whether conduct by Biomet constitutes a violation
or breach of the DPA. The DOJ has informed Biomet that it
retains its rights under the DPA to bring further action against
Biomet relating to the conduct in Brazil and Mexico referenced
above or the violations set forth in the DPA. The DOJ could,
among other things, revoke the DPA or prosecute Biomet and/
or the involved employees and executives. Biomet continues to
cooperate with the SEC and DOJ and expects that discussions
with the SEC and the DOJ will continue.
In June 2013, Biomet received a subpoena from the U.S.
Attorney’s Office for the District of New Jersey requesting
various documents relating to the fitting of custom-fabricated
or custom-fitted orthoses, or bracing, to patients in New
Jersey, Texas and Washington. Biomet has produced
responsive documents and is fully cooperating with the request
of the U.S. Attorney’s Office. We may need to devote
significant time and resources to this inquiry and can give no
assurances as to its final outcome.
In July 2011, Biomet received an administrative subpoena
from OFAC, requesting documents concerning the export of
products to Iran. OFAC informed Biomet that the subpoena
related to allegations that Biomet may have been involved in
11
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unauthorized sales of dental products to Iran. Biomet is fully
cooperating in the investigation and submitted its response to
the subpoena in October 2011. We may need to devote
significant time and resources to this inquiry and can give no
assurances as to its final outcome.
In February 2010, Biomet received a subpoena from the
OIG-HHS requesting various documents relating to agreements
or arrangements between physicians and Biomet’s Interpore
Cross subsidiary for the period from 1999 through the date of
the subpoena and the marketing and sales activities associated
with Interpore Cross’ spinal products. Biomet is fully
cooperating in the investigation. We may need to devote
significant time and resources to this inquiry and can give no
assurances as to its final outcome.
As a result of the merger, all obligations and liabilities of
Biomet related to the above matters have been assumed by us
as the combined company. From time to time, we are, and may
continue to be, the subject of additional investigations. If, as a
result of the investigations described above or any additional
investigations, we are found to have violated one or more
applicable laws, our business, financial condition, results of
operations and cash flows could be materially adversely
affected. If some of our existing business practices are
challenged as unlawful, we may have to modify those practices,
which could have a material adverse effect on our business,
financial condition, results of operations and cash flows.
We are subject to various governmental regulations
relating to the manufacturing, labeling and marketing of
our products, non-compliance with which could
adversely affect our business, financial condition and
results of operations.
The medical devices we design, develop, manufacture and
market are subject to rigorous regulation by the FDA and
numerous other federal, state and foreign governmental
authorities. The process of obtaining regulatory approvals to
market a medical device can be costly and time consuming and
approvals might not be granted for future products on a timely
basis, if at all. Delays in receipt of, or failure to obtain,
approvals for future products could result in delayed
realization of product revenues or in substantial additional
costs.
Both before and after a product is commercially released,
we have ongoing responsibilities under FDA regulations.
Compliance with the FDA’s requirements, including the
Quality System regulation, recordkeeping regulations, labeling
and promotional requirements and adverse event reporting
regulations, is subject to continual review and is monitored
rigorously through periodic inspections by the FDA, which may
result in observations on Form 483, and in some cases warning
letters, that require corrective action, or other forms of
enforcement. If the FDA were to conclude that we are not in
compliance with applicable laws or regulations, or that any of
our medical devices are ineffective or pose an unreasonable
health risk, the FDA could ban such medical devices, detain or
seize adulterated or misbranded medical devices, order a
recall, repair, replacement, or refund of payment of such
devices, refuse to grant pending premarket approval
applications, refuse to provide certificates to foreign
12
governments for exports, and/or require us to notify healthcare
professionals and others that the devices present unreasonable
risks of substantial harm to the public health. The FDA may
also impose operating restrictions on a company-wide basis,
enjoin and restrain certain violations of applicable law
pertaining to medical devices and assess civil or criminal
penalties against our officers, employees or us. The FDA may
also recommend prosecution to the DOJ. Any adverse
regulatory action, depending on its magnitude, may restrict us
from effectively marketing and selling our products and could
have a material adverse effect on our business, financial
condition and results of operations.
In 2012, we received a warning letter from the FDA citing
concerns relating to certain processes pertaining to products
manufactured at our Ponce, Puerto Rico manufacturing
facility. In June 2015, Biomet received a warning letter from
the FDA that requested additional information to allow the
FDA to evaluate the adequacy of Biomet’s responses to certain
Form 483 observations issued following an inspection of
Biomet’s Zhejiang, China manufacturing facility in January
2015. As of December 31, 2015, these warning letters remained
pending. Until the violations are corrected, we may become
subject to additional regulatory action by the FDA, the FDA
may refuse to grant premarket approval applications and/or the
FDA may refuse to grant export certificates, any of which
could have a material adverse effect on our business, financial
condition and results of operations. Additional information
regarding these and other FDA regulatory matters can be
found in Note 20 to the consolidated financial statements.
Our products and operations are also often subject to the
rules of industrial standards bodies, such as the International
Standards Organization. If we fail to adequately address any of
these regulations, our business could be harmed.
Interruption of our manufacturing operations could
adversely affect our business, financial condition and
results of operations.
We have manufacturing sites all over the world. In some
instances, however, the manufacturing of certain of our
product lines is concentrated in one or more of our
plants. Damage to one or more of our facilities from weather or
natural disaster-related events, or issues in our manufacturing
arising from failure to follow specific internal protocols and
procedures, compliance concerns relating to the Quality
System regulation and Good Manufacturing Practice
requirements, equipment breakdown or malfunction or other
factors could adversely affect our ability to manufacture our
products. In the event of an interruption in manufacturing, we
may be unable to move quickly to alternate means of
producing affected products or to meet customer demand. In
the event of a significant interruption, for example, as a result
of a failure to follow regulatory protocols and procedures, we
may experience lengthy delays in resuming production of
affected products due primarily to the need for regulatory
approvals. As a result, we may experience loss of market share,
which we may be unable to recapture, and harm to our
reputation, which could adversely affect our business, financial
condition and results of operations.
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Our success depends on our ability to effectively
develop and market our products against those of our
competitors.
We operate in a highly competitive environment. Our
present or future products could be rendered obsolete or
uneconomical by technological advances by one or more of our
present or future competitors or by other therapies, including
biological therapies. To remain competitive, we must continue
to develop and acquire new products and technologies.
Competition is primarily on the basis of:
(cid:129) technology;
(cid:129) innovation;
(cid:129) quality;
(cid:129) reputation; and
(cid:129) customer service.
In markets outside of the U.S., other factors influence
competition as well, including:
(cid:129) local distribution systems;
(cid:129) complex regulatory environments; and
(cid:129) differing medical philosophies and product preferences.
Our competitors may:
(cid:129) have greater financial, marketing and other resources than
us;
(cid:129) respond more quickly to new or emerging technologies;
(cid:129) undertake more extensive marketing campaigns;
(cid:129) adopt more aggressive pricing policies; or
(cid:129) be more successful in attracting potential customers,
employees and strategic partners.
Any of these factors, alone or in combination, could cause
us to have difficulty maintaining or increasing sales of our
products.
If we fail to retain the independent agents and
distributors upon whom we rely heavily to market our
products, customers may not buy our products and our
revenue and profitability may decline.
Our marketing success in the U.S. and abroad depends
significantly upon our agents’ and distributors’ sales and
service expertise in the marketplace. Many of these agents
have developed professional relationships with existing and
potential customers because of the agents’ detailed knowledge
of products and instruments. Further, the legacy independent
agents and distributors of us or Biomet may decide not to
renew or may decide to seek to terminate, change and/or
renegotiate their relationships with us and/or Biomet as a
result of the merger. A loss of a significant number of the
combined company’s agents could have a material adverse
effect on our business and results of operations.
If we do not introduce new products in a timely
manner, our products may become obsolete over time,
customers may not buy our products and our revenue
and profitability may decline.
Demand for our products may change, in certain cases, in
ways we may not anticipate because of:
(cid:129) evolving customer needs;
(cid:129) changing demographics;
(cid:129) slowing industry growth rates;
(cid:129) declines in the reconstructive implant market;
(cid:129) the introduction of new products and technologies;
(cid:129) evolving surgical philosophies; and
(cid:129) evolving industry standards.
Without the timely introduction of new products and
enhancements, our products may become obsolete over time.
If that happens, our revenue and operating results would
suffer. The success of our new product offerings will depend
on several factors, including our ability to:
(cid:129) properly identify and anticipate customer needs;
(cid:129) commercialize new products in a timely manner;
(cid:129) manufacture and deliver instruments and products in
sufficient volumes on time;
(cid:129) differentiate our offerings from competitors’ offerings;
(cid:129) achieve positive clinical outcomes for new products;
(cid:129) satisfy the increased demands by healthcare payors,
providers and patients for shorter hospital stays, faster post-
operative recovery and lower-cost procedures;
(cid:129) innovate and develop new materials, product designs and
surgical techniques; and
(cid:129) provide adequate medical education relating to new
products.
In addition, new materials, product designs and surgical
techniques that we develop may not be accepted quickly, in
some or all markets, because of, among other factors:
(cid:129) entrenched patterns of clinical practice;
(cid:129) the need for regulatory clearance; and
(cid:129) uncertainty with respect to third-party reimbursement.
Moreover, innovations generally require a substantial
investment in research and development before we can
determine their commercial viability and we may not have the
financial resources necessary to fund the production. In
addition, even if we are able to successfully develop
enhancements or new generations of our products, these
enhancements or new generations of products may not
produce revenue in excess of the costs of development and
they may be quickly rendered obsolete by changing customer
preferences or the introduction by our competitors of products
embodying new technologies or features.
If third-party payors decline to reimburse our
customers for our products or reduce reimbursement
levels, the demand for our products may decline and our
ability to sell our products profitably may be harmed.
We sell our products and services to hospitals, doctors,
dentists and other healthcare providers, all of which receive
reimbursement for the healthcare services provided to their
patients from third-party payors, such as domestic and
international government programs, private insurance plans
and managed care programs. These third-party payors may
deny reimbursement if they determine that a device used in a
procedure was not in accordance with cost-effective treatment
methods, as determined by the third-party payor, or was used
for an unapproved indication. Third-party payors may also
decline to reimburse for experimental procedures and devices.
In addition, third-party payors are increasingly attempting
to contain healthcare costs by limiting both coverage and the
level of reimbursement for medical products and services. If
third-party payors reduce reimbursement levels to hospitals
and other healthcare providers for our products, demand for
our products may decline, or we may experience increased
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pressure to reduce the prices of our products, which could
have a material adverse effect on our sales and results of
operations.
(cid:129) difficulty in staffing and managing foreign operations;
(cid:129) labor force instability;
(cid:129) potentially negative consequences from changes in tax laws;
We have also experienced downward pressure on product
and
pricing and other effects of healthcare reform in our
international markets. If key participants in government
healthcare systems reduce the reimbursement levels for our
products, our sales and results of operations may be adversely
affected.
The ongoing cost-containment efforts of healthcare
purchasing organizations may have a material adverse
effect on our results of operations.
Many customers for our products have formed group
purchasing organizations in an effort to contain costs. Group
purchasing organizations negotiate pricing arrangements with
medical supply manufacturers and distributors, and these
negotiated prices are made available to a group purchasing
organization’s affiliated hospitals and other members. If we are
not one of the providers selected by a group purchasing
organization, affiliated hospitals and other members may be
less likely to purchase our products, and, if the group
purchasing organization has negotiated a strict compliance
contract for another manufacturer’s products, we may be
precluded from making sales to members of the group
purchasing organization for the duration of the contractual
arrangement. Our failure to respond to the cost-containment
efforts of group purchasing organizations may cause us to lose
market share to our competitors and could have a material
adverse effect on our sales and results of operations.
We conduct a significant amount of our sales
activity outside of the U.S., which subjects us to
additional business risks and may cause our
profitability to decline due to increased costs.
We sell our products in more than 100 countries and
derived over 40 percent of our net sales in 2015 from outside
the U.S. We intend to continue to pursue growth opportunities
in sales internationally, including in emerging markets, which
could expose us to additional risks associated with
international sales and operations. Our international operations
are, and will continue to be, subject to a number of risks and
potential costs, including:
(cid:129) changes in foreign medical reimbursement policies and
programs;
(cid:129) unexpected changes in foreign regulatory requirements;
(cid:129) differing local product preferences and product
requirements;
(cid:129) fluctuations in foreign currency exchange rates;
(cid:129) diminished protection of intellectual property in some
countries outside of the U.S.;
(cid:129) trade protection measures and import or export
(cid:129) political and economic instability.
Violations of foreign laws or regulations could result in
fines, criminal sanctions against us, our officers or our
employees, prohibitions on the conduct of our business and
damage to our reputation.
Disruptions in the supply of the materials and
components used in manufacturing our products could
adversely affect our results of operations and financial
condition.
We purchase many of the materials and components used
in manufacturing our products from third-party vendors and
we outsource some key manufacturing activities. Certain of
these materials and components and outsourced activities can
only be obtained from a single source or a limited number of
sources due to quality considerations, expertise, costs or
constraints resulting from regulatory requirements. In certain
cases we may not be able to establish additional or
replacement vendors for such materials or components or
outsourced activities in a timely or cost effective manner,
largely as a result of FDA regulations that require validation of
materials and components prior to their use in our products
and the complex nature of our and many of our vendors’
manufacturing processes. A reduction or interruption in the
supply of materials or components used in manufacturing our
products; an inability to timely develop and validate alternative
sources if required; or a significant increase in the price of
such materials or components could adversely affect our
financial condition and results of operations.
Moreover, we are subject to the SEC’s rule regarding
disclosure of the use of certain minerals, known as “conflict
minerals” (tantalum, tin and tungsten (or their ores) and
gold), which are mined from the Democratic Republic of the
Congo and adjoining countries. We filed reports on Form SD
with the SEC regarding such matters in June 2014 and 2015
and are required to file on an annual basis going forward. This
rule could adversely affect the sourcing, availability and pricing
of materials used in the manufacture of our products, which
could adversely affect our manufacturing operations and our
profitability. In addition, we are incurring additional costs to
comply with this rule, including costs related to determining
the source of any relevant minerals and metals used in our
products. We have a complex supply chain and we may not be
able to sufficiently verify the origins of the minerals and metals
used in our products through the due diligence procedures
that we implement. As a result, we may face reputational
challenges with our customers and other stakeholders.
requirements that may prevent us from shipping products to
a particular market and may increase our operating costs;
We may have additional tax liabilities.
We are subject to income taxes in the U.S. and many
(cid:129) foreign exchange controls that might prevent us from
repatriating cash earned in countries outside the U.S.;
(cid:129) complex data privacy requirements and labor relations laws;
(cid:129) extraterritorial effects of U.S. laws such as the FCPA;
(cid:129) effects of foreign anti-corruption laws, such as the UK
Bribery Act;
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foreign jurisdictions. Significant judgment is required in
determining our worldwide provision for income taxes. In the
ordinary course of our business, there are many transactions
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and calculations where the ultimate tax determination is
uncertain. We regularly are under audit by tax
authorities. Although we believe our tax estimates are
reasonable, the final determination of tax audits and any
related litigation could be materially different from our
historical income tax provisions and accruals. The results of an
audit or litigation could have a material effect on our financial
statements in the period or periods for which that
determination is made.
Indiana (In Re: Biomet M2a Magnum Hip Implant Products
Liability Litigation). We are also currently defending a
number of other product liability lawsuits and claims related to
various other products. Any product liability claim brought
against us, with or without merit, can be costly to
defend. Product liability lawsuits and claims, safety alerts or
product recalls, regardless of their ultimate outcome, could
have a material adverse effect on our business and reputation
and on our ability to attract and retain customers.
We earn a significant amount of our operating income from
Although we maintain third-party product liability
outside the U.S., and any repatriation of funds representing
earnings of foreign subsidiaries may significantly impact our
effective tax rates. In addition, there have been proposals to
change U.S. tax laws that would significantly impact how U.S.
multinational corporations are taxed on foreign earnings.
Although we cannot predict whether or in what form this
proposed legislation will pass, if enacted it could have a
material adverse impact on our tax expense and cash flow.
We are subject to risks arising from currency
exchange rate fluctuations, which can increase our
costs, cause our profitability to decline and expose us
to counterparty risks.
A substantial portion of our foreign revenues is generated
in Europe and Japan. The U.S. Dollar value of our foreign-
generated revenues varies with currency exchange rate
fluctuations. Significant increases in the value of the
U.S. Dollar relative to the Euro or the Japanese Yen, as well as
other currencies, could have a material adverse effect on our
results of operations. Although we address currency risk
management through regular operating and financing
activities, and, on a limited basis, through the use of derivative
financial instruments, those actions may not prove to be fully
effective.
Pending and future product liability claims and
litigation could adversely impact our financial condition
and results of operations and impair our reputation.
Our business exposes us to potential product liability risks
that are inherent in the design, manufacture and marketing of
medical devices. In the ordinary course of business, we are the
subject of product liability lawsuits alleging that component
failures, manufacturing flaws, design defects or inadequate
disclosure of product-related risks or product-related
information resulted in an unsafe condition or injury to
patients. As discussed further in Note 20 to the consolidated
financial statements, we are defending product liability
lawsuits relating to the Durom® Acetabular Component
(“Durom Cup”), certain products within the NexGen Knee
System, and the M2a-Magnum™ hip system. The majority of
the Durom Cup cases are pending in a federal Multidistrict
Litigation (“MDL”) in the District of New Jersey (In Re:
Zimmer Durom Hip Cup Products Liability Litigation); the
majority of the NexGen Knee System cases are pending in a
federal MDL in the Northern District of Illinois (In Re:
Zimmer NexGen Knee Implant Products Liability
Litigation); and the majority of the M2a-Magnum hip system
cases are pending in a federal MDL in the Northern District of
insurance coverage, we have substantial self-insured retention
amounts that we must pay in full before obtaining any
insurance proceeds to satisfy a judgment or settlement.
Furthermore, even if any product liability loss is covered by
our insurance, it is possible that claims against us may exceed
the coverage limits of our insurance policies and we would
have to pay the amount of any settlement or judgment that is
in excess of our policy limits. Product liability claims in excess
of applicable insurance could have a material adverse effect on
our business, financial condition and results of operations.
We are substantially dependent on patent and other
proprietary rights, and failing to protect such rights or
to be successful in litigation related to our rights or the
rights of others may result in our payment of significant
monetary damages and/or royalty payments, negatively
impact our ability to sell current or future products, or
prohibit us from enforcing our patent and other
proprietary rights against others.
Claims of intellectual property infringement and litigation
regarding patent and other intellectual property rights are
commonplace in our industry and are frequently time
consuming and costly. At any given time, we may be involved
as either plaintiff or defendant in a number of patent
infringement actions, the outcomes of which may not be
known for prolonged periods of time. While it is not possible to
predict the outcome of patent and other intellectual property
litigation, such litigation could result in our payment of
significant monetary damages and/or royalty payments,
negatively impact our ability to sell current or future products,
or prohibit us from enforcing our patent and proprietary rights
against others, which could have a material adverse effect on
our business and results of operations.
Patents and other proprietary rights are essential to our
business. We rely on a combination of patents, trade secrets
and non-disclosure and other agreements to protect our
proprietary intellectual property, and we will continue to do
so. While we intend to defend against any threats to our
intellectual property, these patents, trade secrets and other
agreements may not adequately protect our intellectual
property. Further, our currently pending or future patent
applications may not result in patents being issued to us,
patents issued to or licensed by us in the past or in the future
may be challenged or circumvented by competitors, and such
patents may be found invalid, unenforceable or insufficiently
broad to protect our technology or to provide us with any
competitive advantage. Third parties could obtain patents that
15
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
may require us to negotiate licenses to conduct our business,
and the required licenses may not be available on reasonable
terms or at all.
In addition, intellectual property rights may be unavailable
or of limited effect in some foreign countries. If we do not
obtain sufficient international protection for our intellectual
property, our competitiveness in international markets could
be impaired, which could limit our growth and revenue.
We also attempt to protect our trade secrets, proprietary
know-how and continuing technological innovation with
security measures, including the use of non-disclosure and
other agreements with our employees, consultants and
collaborators. We cannot be certain that these agreements will
not be breached, that we will have adequate remedies for any
breach, that others will not independently develop
substantially equivalent proprietary information, or that third
parties will not otherwise gain access to our trade secrets or
proprietary knowledge.
We are involved in legal proceedings that may
result in adverse outcomes.
In addition to intellectual property and product liability
claims and lawsuits, we are involved in various commercial
litigation and claims and other legal proceedings that arise
from time to time in the ordinary course of our business.
Although we believe we have substantial defenses in these
matters, litigation and other claims are subject to inherent
uncertainties and management’s view of these matters may
change in the future. Given the uncertain nature of legal
proceedings generally, we are not able in all cases to estimate
the amount or range of loss that could result from an
unfavorable outcome. We could in the future incur judgments
or enter into settlements of claims that could have a material
adverse effect on our results of operations in any particular
period.
We are increasingly dependent on sophisticated
information technology and if we fail to effectively
maintain or protect the integrity of our information
systems and data, our business could be adversely
affected.
We are increasingly dependent on sophisticated
information technology for our products and infrastructure. As
a result of technology initiatives, recently enacted regulations,
changes in our system platforms and integration of new
business acquisitions, including the Biomet merger, we have
been consolidating and integrating the number of systems we
operate and have upgraded and expanded our information
systems capabilities. Our information systems require an
ongoing commitment of significant resources to maintain,
protect, and enhance existing systems and develop new
systems to keep pace with continuing changes in information
technology, evolving systems and regulatory standards, and
the increasing need to protect patient and customer
information. In addition, third parties may attempt to gain
unauthorized access to our products or systems and may
obtain data relating to patients or our proprietary
information. If we fail to maintain or protect our information
systems and data integrity effectively, we could:
(cid:129) lose existing customers;
16
(cid:129) have difficulty attracting new customers;
(cid:129) have problems in determining product cost estimates and
establishing appropriate pricing;
(cid:129) have difficulty preventing, detecting, and controlling fraud;
(cid:129) have disputes with customers, physicians, and other
healthcare professionals;
(cid:129) have regulatory sanctions or penalties imposed;
(cid:129) incur increased operating expenses;
(cid:129) incur expenses or lose revenues as a result of a data privacy
breach; or
(cid:129) suffer other adverse consequences.
While we have invested heavily in the protection of our
data and information technology, there can be no assurance
that our activities related to consolidating the number of
systems we operate, upgrading and expanding our information
systems capabilities, protecting and enhancing our systems
and implementing new systems will be successful or that
systems issues will not arise in the future. Any significant
breakdown, intrusion, interruption, corruption or destruction
of these systems could have a material adverse effect on our
business.
Future material impairments in the carrying value
of our intangible assets, including goodwill, would
negatively affect our operating results.
Our assets include intangible assets, primarily goodwill. At
December 31, 2015, we had $9.9 billion in goodwill. The
goodwill results from our acquisition activity, including the
Biomet merger, and represents the excess of the consideration
transferred over the fair value of the net assets acquired. We
assess at least annually whether events or changes in
circumstances indicate that the carrying value of our intangible
assets may not be recoverable. If the operating performance at
one or more of our business units falls significantly below
current levels, if competing or alternative technologies emerge,
or if market conditions or future cash flow estimates for one or
more of our businesses decline, we could be required, under
current U.S. accounting rules, to record a non-cash charge to
operating earnings for the amount of the impairment. Any
write-off of a material portion of our unamortized intangible
assets would negatively affect our results of operations.
Certain investors continue to have influence over
us, including in connection with decisions that require
the approval of stockholders, which could limit other
stockholders’ ability to influence the outcome of key
transactions, including a change of control.
In connection with our acquisition of Biomet, we entered
into a stockholders agreement (the “stockholders agreement”)
with LVB Acquisition Holding, LLC and its owners party
thereto (collectively, the “Sponsors”). The Sponsors and
certain of their affiliates currently hold approximately 9.4% of
our common stock. In addition, representatives of the
Sponsors currently have the right to designate two members of
our board of directors. As a result, the Sponsors potentially
have the ability to influence our decisions to enter into any
corporate transaction (and the terms thereof).
Additionally, the Sponsors are in the business of making
investments in companies and may acquire and hold interests
in businesses that compete directly or indirectly with us. One
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
or more of these entities may also pursue acquisition
opportunities that may be complementary to our business and,
as a result, those acquisition opportunities may not be
available to us.
Future sales, or the perception of future sales, by
us or our existing stockholders in the public market
could cause the market price for our common stock to
decline.
Pursuant to the stockholders’ agreement, we have filed a
shelf registration statement with the SEC, registering shares of
our common stock for resale by the Sponsors. Two of the
Sponsors recently completed the sale of approximately 11.0
million shares of our common stock in an underwritten
offering. The Sponsors own approximately 18.6 million
additional shares that may be offered and sold under the resale
registration statement. The sale of a substantial number of
shares of our common stock in the public market by us or our
existing stockholders, or the perception that such sales could
occur, could harm the prevailing market price of shares of our
common stock. These sales, or the possibility that these sales
may occur, also might make it more difficult for us to sell
equity securities in the future at a time and at a price that we
deem appropriate.
Anti-takeover provisions in our organizational
documents could delay or prevent a change of control.
Certain provisions of our Restated Certificate of
Incorporation, our Restated By-Laws and the Delaware
General Corporation Law may have an anti-takeover effect and
may delay, defer or prevent a merger, acquisition, tender offer,
takeover attempt or other change of control transaction that a
stockholder might consider in its best interest, including those
attempts that might result in a premium over the market price
for the shares held by our stockholders.
These provisions provide for, among other things:
(cid:129) the ability of our board of directors to issue one or more
series of preferred stock without further stockholder action;
(cid:129) advance notice for nominations of directors by stockholders
and for stockholders to include matters to be considered at
our annual meetings;
(cid:129) certain limitations on convening special stockholder
meetings; and
(cid:129) the prohibition on engaging in a “business combination” with
an “interested stockholder” for three years after the time at
which a person became an interested stockholder unless
certain conditions are met, as set forth in Section 203 of the
Delaware General Corporation Law.
These anti-takeover provisions could make it more
difficult for a third party to acquire us, even if the third party’s
offer may be considered beneficial by many of our
stockholders. As a result, our stockholders may be limited in
their ability to obtain a premium for their shares.
Our Restated By-Laws designate certain Delaware
courts as the sole and exclusive forum for certain types
of actions and proceedings that may be initiated by our
stockholders, which could limit our stockholders’ ability
to obtain a favorable judicial forum for disputes with us
or our directors, officers or other employees.
Our Restated By-Laws provide that, unless we consent in
writing to the selection of an alternative forum, a state court
located within the State of Delaware (or, if no state court located
in the State of Delaware has jurisdiction, the federal district court
for the District of Delaware) will be the sole and exclusive forum
for any stockholder (including any beneficial owner) to bring
(i) any derivative action or proceeding brought on our behalf,
(ii) any action asserting a claim of breach of fiduciary duty owed
by any of our directors, officers or other employees to us or our
stockholders, (iii) any action asserting a claim against us or any
of our directors, officers or other employees arising pursuant to
any provision of the Delaware General Corporation Law or our
Restated Certificate of Incorporation or our Restated By-Laws, as
either may be amended from time to time, or (iv) any action
asserting a claim against us or any of our directors, officers or
other employees governed by the internal affairs doctrine. Any
person or entity purchasing or otherwise acquiring any interest in
shares of our common stock is deemed to have received notice of
and consented to the foregoing provisions. This choice of forum
provision may limit a stockholder’s ability to bring a claim in a
judicial forum that it finds favorable for disputes with us or our
directors, officers or other employees, which may discourage
such lawsuits against us and our directors, officers and
employees. Alternatively, if a court were to find this choice of
forum provision inapplicable to, or unenforceable in respect of,
one or more of the specified types of actions or proceedings, we
may incur additional costs associated with resolving such matters
in other jurisdictions, which could adversely affect our business,
financial condition or results of operations.
We identified a material weakness in our internal
control over financial reporting in 2015. While the
particular material weakness has been remediated as of
December 31, 2015, additional material weaknesses or
relapses of this material weakness could result in a
material misstatement in our financial statements.
We are responsible for establishing and maintaining
adequate internal control over financial reporting, as defined in
Rule 13a-15(f) under the Exchange Act. As discussed in Part
II, Item 9A of this report, we identified a material weakness in
our internal control over financial reporting during the three
month period ended September 30, 2015 related to the control
over accounting for non-routine, complex transactions. A
material weakness is defined as a deficiency, or combination of
deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will
not be prevented or detected on a timely basis. During the
fourth quarter of 2015, we executed our remediation plans to
address the material weakness. However, if the remedial
measures are not adhered to or if additional material
weaknesses or significant deficiencies in internal control over
financial reporting are discovered or occur in the future, our
17
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
consolidated financial statements may contain material
misstatements and we could be required to restate our financial
results.
Item 1B. Unresolved Staff Comments
Not Applicable.
18
Z I M M E R BI OM E T HOL D I NG S , I NC .
Item 2. Properties
The following are our principal properties:
Location
Use
Warsaw, Indiana
Warsaw, Indiana
Warsaw, Indiana
Broomfield, Colorado
Jacksonville, Florida
Palm Beach Gardens, Florida
Business Unit Headquarters, Manufacturing, Warehousing, Marketing &
Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate Headquarters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Manufacturing & Warehousing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Business Unit Headquarters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Business Unit Headquarters & Manufacturing . . . . . . . . . . . . . . . . . . . . . . .
Business Unit Headquarters & Manufacturing . . . . . . . . . . . . . . . . . . . . . . .
Southaven, Mississippi
Parsippany, New Jersey
Dover, Ohio
Distribution Center . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Business Unit Headquarters & Manufacturing . . . . . . . . . . . . . . . . . . . . . . .
Business Unit Headquarters & Manufacturing . . . . . . . . . . . . . . . . . . . . . . .
Beijing, China
Changzhou, China
Jinhua, China
Valence, France
Berlin, Germany
Eschbach, Germany
Galway, Ireland
Shannon, Ireland
Hazeldonk, The Netherlands
Ponce, Puerto Rico
Singapore
Bridgend, South Wales
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distribution Center . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distribution Center . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Regional Headquarters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valencia, Spain
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Winterthur, Switzerland
Regional Headquarters, Research & Development & Manufacturing . . . . .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
Owned /Leased
Square Feet
Owned
Owned
Leased
Leased
Owned
Owned
Leased
Leased
Leased
Owned
Leased
Leased
Owned
Owned
Owned
Owned
Owned
Leased
Owned
Leased
Owned
Leased
Owned
Leased
Owned
Leased
Leased
1,900,000
115,000
145,000
65,000
85,000
190,000
30,000
190,000
245,000
140,000
65,000
95,000
75,000
135,000
120,000
50,000
95,000
115,000
125,000
195,000
225,000
20,000
185,000
100,000
70,000
20,000
485,000
In addition to the above, we maintain sales and administrative offices and warehouse and distribution facilities in more than 40
countries around the world. We believe that all of the facilities and equipment are in good condition, well maintained and able to
operate at present levels. We believe the current facilities, including manufacturing, warehousing, research and development and
office space, provide sufficient capacity to meet ongoing demands.
Item 3. Legal Proceedings
Information pertaining to legal proceedings in which we are involved can be found in Note 20 to our consolidated financial
statements included in Part II, Item 8 of this report and is incorporated herein by reference.
Item 4. Mine Safety Disclosures
Not Applicable.
19
Z I M M E R BI OM E T HOL D I NG S , I NC .
PART II
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Our common stock is traded on the New York Stock Exchange and the SIX Swiss Exchange under the symbol “ZBH.” The high
and low sales prices for our common stock on the New York Stock Exchange and the dividends declared for the calendar quarters
of fiscal years 2015 and 2014 are as follows:
QUARTERLY HIGH-LOW SHARE PRICES AND DECLARED DIVIDENDS
Year Ended December 31, 2015:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Year Ended December 31, 2014:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
Low
Declared
Dividends
$121.84
$119.10
$111.35
$108.99
$111.06
$ 97.48
$ 90.92
$ 88.77
$ 98.95
$108.33
$105.68
$116.14
$ 90.77
$ 90.48
$ 94.73
$ 95.33
$0.22
$0.22
$0.22
$0.22
$0.22
$0.22
$0.22
$0.22
We expect to continue paying cash dividends on a quarterly basis; however, future dividends are subject to approval of the
Board of Directors and may be adjusted as business needs or market conditions change. As further discussed in Item 7 of this
report, our debt facilities restrict the payment of dividends under certain circumstances.
The number of holders of record of our common stock on February 24, 2016 was approximately 26,600. On February 25, 2016,
the closing price of our common stock, as reported on the New York Stock Exchange, was $96.89 per share.
The information required by this Item concerning equity compensation plans is incorporated herein by reference to Item 12 of
this report.
The following table summarizes repurchases of common stock settled during the three months ended December 31, 2015:
October 2015
November 2015
December 2015
Total
Total Number
of Shares
Purchased
Average Price
Paid per Share
Total Number of
Shares Purchased
as Part of
Publicly
Announced Plans
or Programs(1)
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under Plans
or Programs(1)
–
$
–
–
$599,534,755
1,414,960
106.01
1,414,960
449,534,731
–
–
–
449,534,731
1,414,960
$106.01
1,414,960
$449,534,731
(1) Includes repurchases made under a program authorizing $1.0 billion of repurchases with no expiration date.
20
Z I M M E R BI OM E T HOL D I NG S , I NC .
Item 6. Selected Financial Data
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
The financial information for each of the past five years ended December 31 is set forth below (in millions, except per share
amounts):
STATEMENT OF EARNINGS DATA
Net sales
Net earnings of Zimmer Biomet Holdings, Inc.
Earnings per common share
Basic
Diluted
Dividends declared per share of common stock
Average common shares outstanding
Basic
Diluted
BALANCE SHEET DATA
Total assets
Long-term debt
Other long-term obligations
Stockholders’ equity
2015(1)
2014
2013
2012
2011
As Revised(2)
$ 5,997.8
147.0
$4,673.3
720.3
$4,623.4
780.4
$4,471.7
734.0
$4,451.8
784.0
$
$
0.78
0.77
0.88
$
$
4.26
4.20
0.88
$
$
4.60
4.54
0.80
$
$
4.20
4.17
0.54
$
$
4.18
4.15
0.18
187.4
189.8
169.0
171.7
169.6
171.8
174.9
176.0
187.6
188.7
$27,219.5
11,556.3
4,155.9
9,889.4
$9,658.0
1,425.5
656.8
6,551.7
$9,595.0
1,672.3
583.6
6,310.6
$8,995.6
1,720.8
568.2
5,848.0
$8,514.4
1,576.0
558.2
5,513.0
(1) Includes the results of Biomet starting on June 24, 2015 and Biomet balance sheet data as of December 31, 2015. See Note 4 to the audited
financial statements for additional information on the Biomet merger.
(2) See Note 2 to the audited financial statements for additional information on revisions.
21
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in
conjunction with the consolidated financial statements and the
corresponding notes included elsewhere in this Annual Report
on Form 10-K. Certain percentages presented in this
discussion and analysis are calculated from the underlying
whole-dollar amounts and therefore may not recalculate from
the rounded numbers used for disclosure purposes. Certain
amounts in the 2014 and 2013 consolidated financial
statements have been reclassified to conform to the 2015
presentation. Additionally, as more fully described in Note 2 of
the consolidated financial statements included in Part II, Item
8 of this report, due to accounting errors in prior periods,
certain amounts in the 2014 and 2013 consolidated financial
statements have been revised.
On June 24, 2015, we completed our merger with Biomet
and its results of operations have been included in our results
starting on that date. The Biomet merger is a transformational
event for us and has had significant effects on all aspects of
our business. Accordingly, our revenues and expenses
increased significantly in the year ended December 31, 2015.
In portions of this discussion and analysis, we also present
sales information on an unaudited, pro forma basis for the
years ended December 31, 2015 and 2014. This pro forma
information includes Zimmer and Biomet sales in those
periods as if the merger occurred on January 1,
2014. Accordingly, the pro forma net sales information for
periods prior to the Closing Date includes the net sales of
Biomet, but does not include the impact of the divestiture of
certain product line rights and assets. We believe this pro
forma analysis is beneficial for investors because it represents
how the merged companies may have performed on a
combined basis in 2015 and 2014. Such pro forma net sales
information may not be indicative, however, of future
operating performance.
EXECUTIVE LEVEL OVERVIEW
2015 Results
The last half of 2015 was significantly affected by our
Biomet integration activities. We made significant progress by
accomplishing important commercial integration milestones
across all geographies. We largely completed the appointment
of our global sales leaders. We also began to execute our
integration roadmaps designed to capture the net operating
synergy opportunities presented by this merger.
Our results have been significantly impacted by the
Biomet merger. Our sales for 2015 increased by 28.3 percent
primarily due to the Biomet merger. Volume/mix growth from
the merger was partially offset by the negative effects of
changes in foreign currency exchange rates and continued,
but stable, pricing pressure in all of our geographic regions.
22
Our net earnings decreased in 2015 compared to 2014.
The primary driver of the lower net earnings was expense
incurred in connection with the Biomet merger. As a result of
the merger, we recognized significant expenses due to
stepping up the acquired inventory to fair value, intangible
asset amortization, the acceleration of the vesting of unvested
LVB stock options and LVB stock-based awards, retention
bonuses paid to Biomet employees and third-party sales
agents who remained with Biomet through the Closing Date,
severance expense, contract termination expense related to
agreements with independent agents, distributors, suppliers
and lessors, a loss related to a call premium on Biomet debt we
redeemed, third party fees, and other acquisition and
integration charges. Interest expense also increased due to
financing-related costs for the merger.
2016 Outlook
We expect our sales in the first half of 2016 to be higher
than in the first half of 2015, on a reported basis, since the
Biomet merger was completed midway through 2015. On a pro
forma basis, we expect revenues to be approximately flat in
2016 compared to 2015. This estimate assumes foreign
currency exchange rates will decrease revenues by
approximately 2 percent, continued pricing pressure will
decrease revenues by approximately 2 percent, and our
volume/mix growth will be approximately 4 percent. We
expect pro forma sales growth will improve in the last half of
the year compared to the first half as our sales force stabilizes,
we take advantage of cross-selling opportunities and we
anniversary out of many sales force dissynergies caused by the
merger.
We expect cost of products sold to continue to realize
significant expense related to stepping up acquired Biomet
inventory to fair value. Similarly, our intangible asset
amortization expense will increase significantly as we
recognize a full year of intangible asset amortization from the
Biomet merger. We expect research and development
(“R&D”) expense for the year to be in a range of 4.5 to 5.0
percent of sales. Selling, general and administrative (“SG&A”)
expense is expected to approximate 37 percent of sales, which
is an improvement from 2015 as we realize synergies from the
merger. We estimate special items expense will continue to be
significant as we continue our integration activities. However,
we expect special items expense will be less in 2016 compared
to 2015 due to the significant, initial expenses incurred in 2015
for the integration. Interest expense will increase in 2016
compared to 2015 due to the debt borrowed in 2015 to fund
the Biomet merger.
RESULTS OF OPERATIONS
We analyze sales by three geographies, the Americas,
EMEA and Asia Pacific, and by the following product
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
categories: Knees, Hips, S.E.T., Dental, Spine & CMF and
Other. This sales analysis differs from our reportable operating
segments, which are based upon our senior management
organizational structure and how we allocate resources
towards achieving operating profit goals. We analyze sales by
geography because the underlying market trends in any
particular geography tend to be similar across product
categories and because we primarily sell the same products in
all geographies.
Net Sales by Geography
The following tables present net sales by geography and the components of the percentage changes (dollars in millions):
Americas
EMEA
Asia Pacific
Total
Americas
EMEA
Asia Pacific
Total
Year Ended December 31,
2015
2014
% Inc
Volume/
Mix
Foreign
Exchange
Price
$3,662.4
$2,594.2
41.2%
44.3% (2.3)% (0.8)%
1,417.8
1,269.5
917.6
809.6
11.7
13.3
27.9
26.0
(1.1)
(15.1)
(2.2)
(10.5)
$5,997.8
$4,673.3
28.3
36.7
(2.0)
(6.4)
Year Ended December 31,
2014
2013 % Inc/(Dec)
Volume/
Mix
Foreign
Exchange
Price
$2,594.2
$2,619.8
(1.0)% 2.4% (3.0)% (0.4)%
1,269.5
1,212.6
809.6
791.0
$4,673.3
$4,623.4
4.7
2.4
1.1
7.3
9.0
(1.8)
(1.3)
(0.8)
(5.3)
4.8
(2.4)
(1.3)
“Foreign Exchange” as used in the tables in this report represents the effect of changes in foreign currency exchange rates on
sales growth.
The following table presents our pro forma net sales by geography and the components of the percentage changes (dollars in
millions):
Americas
EMEA
Asia Pacific
Total
Year Ended December 31,
Pro Forma
2015
Pro Forma
2014
Volume/
Mix
Divestiture
Impact
Foreign
Exchange
Price
% (Dec)
$4,685.2
$4,748.6
(1.3)% 1.6% (1.5)% (0.9)% (0.5)%
1,767.9
2,072.6
(14.7)
1,064.7
1,144.1
(6.9)
1.6
5.6
(1.0)
(1.9)
(0.5)
–
(14.8)
(10.6)
$7,517.8
$7,965.3
(5.6)
2.3
(1.5)
(0.7)
(5.7)
23
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
Net Sales by Product Category
The following tables present net sales by product category and the components of the percentage changes (dollars in millions):
Knees
Hips
S.E.T.
Dental
Spine & CMF
Other
Total
Knees
Hips
S.E.T.
Dental
Spine & CMF
Other
Total
Year Ended December 31,
2015
2014
% Inc
Volume/
Mix
Foreign
Exchange
Price
$2,276.8
$1,895.2
20.1%
28.8% (2.4)% (6.3)%
1,537.2
1,326.4
1,214.9
335.7
404.4
228.8
863.2
242.8
207.2
138.5
15.9
40.7
38.2
95.2
65.3
26.1
46.8
45.0
(2.4)
(0.7)
(1.1)
101.2
(1.6)
70.4
(1.8)
(7.8)
(5.4)
(5.7)
(4.4)
(3.3)
$5,997.8
$4,673.3
28.3
36.7
(2.0)
(6.4)
Year Ended December 31,
2014
2013 % Inc/(Dec)
Volume/
Mix
Foreign
Exchange
Price
$1,895.2
$1,862.2
1.8%
6.3% (3.2)% (1.3)%
1,326.4
1,330.5
(0.3)
863.2
242.8
207.2
138.5
847.2
239.3
202.3
141.9
1.9
1.5
2.4
3.9
4.5
2.5
5.0
(2.6)
(1.2)
(0.4)
(2.0)
(1.6)
(1.4)
(0.6)
(0.6)
(0.7)
(2.4)
(0.3)
(1.4)
$4,673.3
$4,623.4
1.1
4.8
(2.4)
(1.3)
The following tables present our pro forma net sales by product category and the components of the percentage changes
(dollars in millions):
Year Ended December 31,
Pro Forma
2015
Pro Forma
2014
Volume/
Mix
Divestiture
Impact
Foreign
Exchange
Price
% (Dec)
$2,735.9
1,842.6
1,571.8
454.8
583.5
329.2
$2,888.9
1,984.3
1,619.1
500.4
604.1
368.5
(5.3)% 3.7% (1.9)% (1.1)% (6.0)%
(7.1)
(2.9)
(9.1)
(3.4)
(10.6)
(7.2)
(4.9)
(5.7)
(2.8)
(3.2)
(2.1)
(0.7)
0.1
(0.7)
(1.2)
2.2
3.0
(3.5)
0.1
(1.4)
–
(0.3)
–
–
(4.8)
$7,517.8
$7,965.3
(5.6)
2.3
(1.5)
(0.7)
(5.7)
Knees
Hips
S.E.T.
Dental
Spine & CMF
Other
Total
24
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
The following table presents net sales by product category by geography for our Knees and Hips product categories, which
represent our most significant product categories (dollars in millions):
Knees
Americas
EMEA
Asia Pacific
Total
Hips
Americas
EMEA
Asia Pacific
Total
Year Ended December 31,
2015
2014
2013
2015 vs. 2014
% Inc
2014 vs. 2013
% Inc/(Dec)
$1,391.5
535.2
350.1
$1,086.8
498.6
309.8
$1,087.5
468.4
306.3
28.0%
7.3
13.0
2,276.8
1,895.2
1,862.2
20.1
789.8
459.2
288.2
607.8
448.9
269.7
621.0
445.0
264.5
1,537.2
1,326.4
1,330.5
29.9
2.3
6.9
15.9
(0.1)%
6.5
1.1
1.8
(2.1)
0.9
2.0
(0.3)
The following table presents our pro forma net sales by product category by geography for our Knees and Hips product
categories, which represent our most significant product categories (dollars in millions):
Knees
Americas
EMEA
Asia Pacific
Total
Hips
Americas
EMEA
Asia Pacific
Total
Year Ended December 31,
Pro Forma
2015
Pro Forma
2014
2015 vs. 2014
% Inc/(Dec)
$1,684.6
$1,708.4
(1.4)%
649.5
401.8
752.3
428.2
2,735.9
2,888.9
980.3
537.2
325.1
998.4
625.9
360.0
1,842.6
1,984.3
(13.7)
(6.1)
(5.3)
(1.8)
(14.2)
(9.7)
(7.1)
Demand (Volume and Mix) Trends
Increased volume and changes in the mix of product sales
contributed 36.7 percentage points of year-over-year sales
growth during 2015. Volume/mix growth was driven by the
Biomet merger, new product introductions and sales in key
emerging markets.
We believe long-term indicators point toward sustained
growth driven by an aging global population, growth in
emerging markets, obesity, proven clinical benefits, new
material technologies, advances in surgical techniques and
more active lifestyles, among other factors. In addition, demand
for clinically proven premium products and patient specific
devices are expected to continue to positively affect sales
growth in markets that recognize the value of these advanced
technologies.
Pricing Trends
Global selling prices had a negative effect of 2.0
percentage points on year-over-year sales during 2015. The
negative 2.0 percent effect on year-over-year sales is consistent
with what we have experienced over the past three years. The
majority of countries in which we operate continued to
experience pricing pressure from governmental healthcare cost
containment efforts and from local hospitals and health
systems.
Foreign Currency Exchange Rates
In 2015, changes in foreign currency exchange rates had a
negative effect of 6.4 percentage points on year-over-year
sales. We address currency risk through regular operating and
financing activities and through the use of forward contracts
and foreign currency options solely to manage foreign
currency volatility and risk. Changes in foreign currency
exchange rates affect sales growth, but due to offsetting gains/
losses on hedge contracts and options, which are recorded in
cost of products sold, the effect on net earnings in the near
term is reduced.
Sales by Product Category
Knees
Knee sales increased in 2015 when compared to 2014 due
to the Biomet merger. On a pro forma basis, Knee sales
declined in 2015 due to changes in foreign currency exchange
25
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
rates, the divestiture of certain product line rights and assets
and continued pricing pressure. The volume/mix growth on a
pro forma basis was driven by recent product introductions,
such as Persona The Personalized Knee System. In particular,
our EMEA and Asia Pacific operating segments experienced
strong volume/mix growth in this product category.
Hips
Hip sales increased in 2015 when compared to 2014 due
to the Biomet merger. On a pro forma basis, positive volume
and mix trends were more than offset by pricing pressure and
the negative effects of changes in foreign currency exchange
rates.
S.E.T.
Our S.E.T. product category sales increased in 2015
compared to 2014 due to the Biomet merger. On a pro forma
basis, positive volume and mix trends were more than offset
by pricing pressure, the divestiture of certain product line
rights and assets and the negative effects of changes in foreign
currency exchange rates. On a pro forma basis within this
category, our Extremities business achieved solid sales growth
from sales of our shoulder and elbow products.
Dental
Dental sales increased in 2015 compared to 2014 due to
the Biomet merger. On a pro forma basis, sales in 2015
declined partly due to a supply disruption related to a
voluntary field action in response to a packaging issue and the
negative effects of changes in foreign currency exchange
rates. We are in the process of remediating the supply
disruption and we expect to do so fully by the close of the first
quarter of 2016.
Spine & CMF
Spine and CMF sales increased in 2015 compared to 2014
due to the Biomet merger. On a pro forma basis, strong sales
of our CMF products were offset by a decline in Spine product
sales.
The following table presents estimated* 2015 global
market size and market share information (dollars in billions):
Global
Market
Size
Global Market
% Growth**
Zimmer
Biomet
Market
Share
Zimmer
Biomet
Market
Position
$ 7.5
3%
37%
6.1
14.8
4.1
10.6
1
5
4
1
30
11
11
6
1
1
5
4
5
Knees
Hips
S.E.T.
Dental
Spine & CMF
* Estimates are not precise and are based on competitor annual filings,
Wall Street equity research and Company estimates
** Excludes the effect of changes in foreign currency exchange rates on
sales growth
26
Expenses as a Percent of Net Sales
Year Ended December 31,
2015
2014
2013
2015 vs. 2014
Inc/(Dec)
2014 vs. 2013
Inc/(Dec)
30.0% 26.6% 27.4%
5.6
2.0
1.7
4.5
4.0
4.4
3.4
3.6
0.5
38.1
0.1
13.9
7.8
37.5
0.5
7.3
22.2
37.8
1.0
4.5
23.1
0.6
(0.4)
6.6
(14.4)
(0.8)
0.3
(0.4)
(0.3)
(0.5)
2.8
(0.9)
Cost of products sold,
excluding intangible
asset amortization
Intangible asset
amortization
Research and
development
Selling, general and
administrative
Certain claims
Special items
Operating Profit
Cost of Products Sold and Intangible Asset
Amortization
The following table sets forth the factors that contributed
to the gross margin changes in each of 2015 and 2014
compared to the prior year:
Prior year gross margin
Lower average selling prices
Average cost per unit
Excess and obsolete inventory
Discontinued products and other certain excess
Year Ended December 31,
2015
2014
71.4%
(0.6)
1.3
(0.8)
70.6%
(0.6)
0.4
0.4
and obsolete inventory charges
–
0.9
Certain inventory and manufacturing related
charges related to quality
Foreign currency hedges
Inventory step-up
U.S. medical device excise tax
Intangible asset amortization
Other
Current year gross margin
0.2
1.3
(5.1)
–
(3.5)
0.2
0.1
0.5
0.1
(0.5)
(0.2)
(0.3)
64.4%
71.4%
The decrease in gross margin percentage in 2015
compared to 2014 was primarily due to increased inventory
step-up costs as well as increased intangible asset
amortization from the Biomet merger. The decline was also a
result of lower average selling prices and higher excess and
obsolete inventory charges. These unfavorable items were
partially offset by higher hedge gains in 2015 from our foreign
currency hedging program compared to 2014. Under the
hedging program, for derivatives which qualify as hedges of
future cash flows, the effective portion of changes in fair value
is temporarily recorded in other comprehensive income and
then recognized in cost of products sold when the hedged
items affect earnings. Further, we experienced improved
product category and geographic mix, resulting in lower
average costs per unit sold as a percentage of sales.
In 2014, we experienced an increase in gross margin
percentage compared to 2013, primarily due to significant
excess and obsolete inventory charges related to products we
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
intend to discontinue. We also recognized higher hedge gains
in 2014 from our foreign currency hedging program compared
to 2013.
Operating Expenses
R&D expenses and R&D as a percentage of sales
increased in 2015 compared to 2014. The primary driver of the
increased expense was the Biomet merger. The combination of
our R&D functions subsequent to the merger will allow us to
allocate a greater portion of the combined R&D spending
towards innovation efforts to address unmet clinical needs and
create new-market adjacencies. Additionally, most of our R&D
activities occur in the U.S., so expenses do not decrease
proportionally to changes in net sales when there are
significant changes in foreign currency exchange rates, which
contributes to an increase in R&D as a percentage of sales. The
increase in 2015 reverses a trend of declines in R&D expense
and R&D as a percentage of sales. In prior years, the lower
spending reflected a natural decline from certain large projects
that achieved commercialization, including Persona The
Personalized Knee System, and a dedication of resources to
our quality and operational excellence initiatives. We expect
R&D spending in 2016 to increase and be between 4.5 and 5.0
percent of sales.
SG&A as a percentage of sales increased in 2015
compared to 2014 after realizing improvements in 2014 and
2013 due to our operational excellence initiatives. The Biomet
merger was the primary cause of the increase. We expect that
SG&A as a percentage of sales will continue to be higher than
prior to the Biomet merger until we can realize synergy
benefits of the merger. Additionally, a significant portion of our
SG&A expenses occur in the U.S., so expenses do not decrease
proportionally to changes in net sales when there are
significant changes in foreign currency exchange rates.
“Certain claims” expense is for estimated liabilities to
Durom Cup patients undergoing revision surgeries. We
recorded additional expense of $7.7 million in 2015 for Durom
Cup-related claims. Since 2008, we have recognized $479.4
million for these claims. For more information regarding these
claims, see Note 20 to the consolidated financial statements.
“Special items” have increased significantly in the past
three years. The increases in 2015 were due to Biomet merger-
related expenses such as the acceleration of unvested LVB
stock options and LVB stock-based awards, retention bonuses
paid to Biomet employees and third-party sales agents who
remained with Biomet through the Closing Date, severance
expense and contract terminations. “Special items” expense
also includes our quality and operational excellence initiatives,
which are intended to improve our future operating results by
centralizing or outsourcing certain functions and improving
quality, distribution, sourcing, manufacturing and our
information technology systems. See Note 3 to the
consolidated financial statements for more information
regarding “Special items” charges.
Other Expense, Interest Income, Interest Expense, and
Income Taxes
Other expense, net, represents debt issuance costs that
we recognized for the bridge credit agreement that we entered
into in May 2014 in connection with the Biomet merger, the
net expense related to remeasuring monetary assets and
liabilities denominated in a foreign currency other than an
entity’s functional currency offset by foreign currency forward
exchange contracts we enter into to mitigate any gain or loss,
and the call premium expense we recognized when we repaid
Biomet’s senior notes, partially offset by a gain related to
selling certain product line rights and assets. The decrease in
Other expense, net in 2015 compared to 2014, was driven by
fewer months of debt issuance costs from the bridge credit
agreement and the gains recognized on the sale of the product
line rights and assets.
Net interest expense increased in 2015 due to the
issuance of the debt in connection with the Biomet merger.
Our effective tax rate (“ETR”) on earnings before income
taxes for the years ended December 31, 2015, 2014 and 2013 was
4.6 percent, 23.4 percent and 22.8 percent, respectively. “Special
items” expense has significantly affected our ETR as such
expenses have generally been incurred within jurisdictions with
higher tax rates, resulting in lower taxable income in these higher
tax jurisdictions. The low 2015 tax rate results from operating
losses in the U.S. caused by significant expenses incurred in
connection with the merger. The U.S. has a higher tax rate
compared to the majority of foreign operations where we realized
operating income. We expect “Special items,” the outcome of
various federal, state and foreign audits, as well as expiration of
certain statutes of limitations, to impact our ETR in future
years. Currently, we cannot reasonably estimate the impact of
these items on our financial results.
Segment Operating Profit
Similar to our consolidated results, our segment operating
profit has been significantly impacted by the addition of
Biomet sales and expenses to these segments. In the Americas,
operating profit as a percentage of sales increased in 2015
compared to 2014, as we started to realize synergies of the
merger. In EMEA, operating profit as a percentage of sales
declined in 2015 compared to 2014 due to the increased
Biomet expenses. This decline is expected to continue until we
can realize the synergy benefits of the merger in this region. In
the Asia Pacific segment, operating profit as a percentage of
sales increased in 2015 compared to 2014 due to changes in
foreign currency exchange rates and our hedging program.
Non-GAAP operating performance measures
We use financial measures that differ from financial
measures determined in accordance with generally accepted
accounting principles (“GAAP”) to evaluate our operating
performance. These non-GAAP financial measures exclude the
impact of inventory step-up, certain other inventory and
manufacturing related charges connected to quality
enhancement and remediation efforts, “Certain claims,”
intangible asset amortization, “Special items,” other expenses
related to financing obtained for the Biomet merger, other
expenses related to the call premium expense recognized to
redeem the assumed Biomet senior notes, the interest expense
incurred on issued debt during the period prior to the
consummation of the Biomet merger and any related effects on
27
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
our income tax provision associated with these items and other
certain tax adjustments. We use this information internally and
believe it is helpful to investors because it provides useful
period-to-period comparisons of our ongoing operating results,
it helps to perform trend analysis and to better identify
operating trends that may otherwise be masked or distorted by
these types of items, and it provides additional transparency of
certain items. Certain of these non-GAAP financial measures
are used as metrics for our incentive compensation programs.
Our non-GAAP adjusted net earnings used for internal
management purposes for the years ended December 31, 2015,
2014 and 2013 were $1,310.5 million, $1,098.0 million, and
$1,069.0 million, respectively, and our non-GAAP adjusted
diluted earnings per share were $6.90, $6.40, and $6.22,
respectively.
The following are reconciliations from our GAAP net
earnings and diluted earnings per share to our non-GAAP
adjusted net earnings and non-GAAP adjusted diluted earnings
per share used for internal management purposes (in millions,
except per share amounts).
Net Earnings of Zimmer Biomet
Holdings, Inc.
Inventory step-up and other
inventory and manufacturing
related charges
Certain claims
Intangible asset amortization
Special items
Biomet merger-related
Other special items
Other expense, net
Year ended December 31,
2015
2014
2013
$ 147.0
$ 720.3
$ 780.4
348.8
7.7
337.4
619.1
212.7
23.0
36.3
21.5
92.5
61.9
279.2
39.6
88.7
47.0
78.5
–
210.3
–
Interest expense on Biomet merger
financing
70.0
–
–
Taxes on above items and other
certain tax adjustments*
(455.2)
(153.3)
(135.9)
Adjusted Net Earnings
$1,310.5
$1,098.0
$1,069.0
* The tax effect is calculated based upon the statutory rates for the
jurisdictions where the items were incurred.
Diluted EPS
Inventory step-up and other inventory and
manufacturing related charges
Certain claims
Intangible asset amortization
Special items
Biomet merger-related
Other special items
Other expense, net
Interest expense on Biomet merger
financing
Year ended December 31,
2015
2014
2013
$ 0.77
$ 4.20
$ 4.54
1.84
0.04
1.78
3.26
1.12
0.12
0.37
0.21
0.13
0.54
0.36
1.63
0.23
–
0.52
0.27
0.46
–
1.22
–
–
Taxes on above items and other certain tax
adjustments*
(2.40)
(0.90)
(0.79)
Adjusted Diluted EPS
$ 6.90
$ 6.40
$ 6.22
* The tax effect is calculated based upon the statutory rates for the
jurisdictions where the items were incurred.
28
LIQUIDITY AND CAPITAL RESOURCES
Cash flows provided by operating activities declined to
$816.7 million in 2015, compared to $1,052.8 million in
2014. The decreased cash flows provided by operating
activities in 2015 were primarily due to higher expenses
related to the Biomet merger, a $97.6 million loss on our
forward starting interest rate swaps we settled in March 2015
when we issued senior notes for the Biomet merger and
inventory investments. These unfavorable items were partially
offset by lower tax payments and the receipt of insurance
proceeds related to Durom Cup product liability claims in the
2015 period. In 2014, we made significant tax payments for
certain unresolved matters in order to limit the potential
impact of IRS interest charges. In 2016, we estimate operating
cash flows to be in a range of $1,650.0 million to $1,750.0
million, inclusive of approximately $290.0 million of outflows
related to integration expenses to drive synergies.
Cash flows used in investing activities were $7,557.9
million in 2015 compared to $469.4 million in 2014. The
primary investing activity in 2015 was the Biomet merger. We
continued to invest in instruments for significant product
launches, such as Persona The Personalized Knee System, as
we deploy that system around the world. In 2016, we expect
instrument investments to be in a range of $300.0 million to
$325.0 million in support of our cross-sell initiatives as well as
new product introductions. In 2015, we continued to invest in
other property, plant and equipment at levels necessary to
complete new product-related investments and to replace
older machinery and equipment. In 2016, we expect to spend
approximately $250.0 million on property, plant and
equipment, including $105.0 million necessary to rationalize
facilities and IT systems as well as to optimize our
manufacturing and logistics network.
Cash flows provided by financing activities were $7,139.8
million in 2015, compared to a use of cash of $562.4 million in
2014. We issued debt in 2015 for the Biomet merger, which
resulted in proceeds and related debt issuance costs. We also
repaid Biomet’s senior notes that we assumed in the merger.
Additionally, with an increase in our stock price throughout
2014, many employees exercised stock options in the prior
year. Accordingly, there were fewer stock options outstanding
at the end of 2014, leading to fewer option exercises in 2015
compared to 2014.
In February, May, July and December 2015, our Board of
Directors declared cash dividends of $0.22 per share. We expect
to continue paying cash dividends on a quarterly basis; however,
future dividends are subject to approval of the Board of Directors
and may be adjusted as business needs or market conditions
change. As further discussed below, our debt facilities restrict the
payment of dividends in certain circumstances.
As of December 31, 2015, $449.5 million remained
authorized under our $1.0 billion share repurchase program,
which has no expiration date. In anticipation of the merger with
Biomet, we suspended repurchases after the first quarter of
2014. We commenced share repurchases in the fourth quarter of
2015 and continued repurchases in the first two months of 2016.
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
Through February 25, 2016, we repurchased approximately
$415.0 million of shares of our common stock, which includes the
$250.0 million of shares that we repurchased from certain selling
stockholders on February 10, 2016.
In order to achieve operational synergies, we expect cash
outlays related to our integration plans to be approximately
$290.0 million in 2016. These cash outlays are necessary to
achieve our integration goals of net annual pre-tax operating
profit synergies of $350.0 million by the end of the third year
post-Closing Date.
Also as discussed in Note 20 to our consolidated financial
statements, as of December 31, 2015, a short-term liability of
$50.0 million and long-term liability of $264.6 million related to
Durom Cup product liability claims was recorded on our
consolidated balance sheet. We expect to continue paying
these claims over the next few years. We expect to be
reimbursed a portion of these payments for product liability
claims from insurance carriers. As of December 31, 2015, we
have received a portion of the insurance proceeds we estimate
we will recover. We have a long-term receivable of $95.3
million remaining for future expected reimbursements from
our insurance carriers. We also had a short-term liability of
$33.4 million related to Biomet metal-on-metal hip implant
claims.
At December 31, 2015, we had ten tranches of senior
notes outstanding as follows (dollars in millions):
Principal
Interest
Rate
$ 500.0
1.450%
1,150.0
2.000
500.0
4.625
1,500.0
2.700
300.0
3.375
750.0
3.150
2,000.0
3.550
500.0
4.250
500.0
5.750
Maturity Date
April 1, 2017
April 1, 2018
November 30, 2019
April 1, 2020
November 30, 2021
April 1, 2022
April 1, 2025
August 15, 2035
November 30, 2039
4.450
1,250.0
August 15, 2045
We issued $7.65 billion of senior notes in March 2015 (the
“Merger Notes”), the proceeds of which were used to finance a
portion of the cash consideration payable in the Biomet
merger, pay merger related fees and expenses and pay a
portion of Biomet’s funded debt. On June 24, 2015, we also
borrowed $3.0 billion on a U.S. term loan (“U.S. Term Loan”)
to fund the Biomet merger.
We may, at our option, redeem our senior notes, in whole
or in part, at any time upon payment of the principal, any
applicable make-whole premium, and accrued and unpaid
interest to the date of redemption. In addition, the Merger
Notes and the 3.375% Senior Notes due 2021 may be redeemed
at our option without any make-whole premium at specified
dates ranging from one month to six months in advance of the
scheduled maturity date.
We have a $4.35 billion credit agreement (“Credit
Agreement”) that contains: (i) a 5-year unsecured U.S. term
loan facility (“U.S. Term Loan Facility”) in the principal amount
of $3.0 billion, and (ii) a 5-year unsecured multicurrency
revolving facility (“Multicurrency Revolving Facility”) in the
principal amount of $1.35 billion. The Multicurrency Revolving
Facility will mature in May 2019, with two one-year extensions
available at our option. Borrowings under the Multicurrency
Revolving Facility may be used for general corporate purposes.
There were no borrowings outstanding under the Multicurrency
Revolving Facility as of December 31, 2015. The U.S. Term
Loan Facility will mature in June 2020, with principal payments
due beginning September 30, 2015, as follows: $75.0 million on
a quarterly basis during the first three years, $112.5 million on a
quarterly basis during the fourth year, and $412.5 million on a
quarterly basis during the fifth year. In 2015, we paid $500.0
million in principal under the U.S. Term Loan Facility, resulting
in $2.5 billion in outstanding borrowings as of December 31,
2015.
We and certain of our wholly owned foreign subsidiaries
are the borrowers under the Credit Agreement. Borrowings
under the Credit Agreement bear interest at floating rates
based upon indices determined by the currency of the
borrowings plus an applicable margin determined by reference
to our senior unsecured long-term credit rating, or at an
alternate base rate, or, in the case of borrowings under the
Multicurrency Revolving Facility only, at a fixed rate
determined through a competitive bid process. The Credit
Agreement contains customary affirmative and negative
covenants and events of default for an unsecured financing
arrangement, including, among other things, limitations on
consolidations, mergers and sales of assets. Financial covenants
include a consolidated indebtedness to consolidated EBITDA
ratio of no greater than 5.0 to 1.0 through June 24, 2016 and no
greater than 4.5 to 1.0 thereafter. If our credit rating falls below
investment grade, additional restrictions would result, including
restrictions on investments and payment of dividends. We were
in compliance with all covenants under the Credit Agreement
as of December 31, 2015.
Commitments under the Credit Agreement are subject to
certain fees. On the Multicurrency Revolving Facility, we pay a
facility fee at a rate determined by reference to our senior
unsecured long-term credit rating.
We have a Japan Term Loan agreement with one of the
lenders under the Credit Agreement for 11.7 billion Japanese Yen
that will mature on May 31, 2018. Borrowings under the Japan
Term Loan bear interest at a fixed rate of 0.61 percent per
annum until maturity.
We also have other available uncommitted credit facilities
totaling $35.8 million.
We place our cash and cash equivalents in highly-rated
financial institutions and limit the amount of credit exposure to
any one entity. We invest only in high-quality financial
instruments in accordance with our internal investment policy.
As of December 31, 2015, we had short-term and long-term
investments in debt securities with a fair value of $273.1
million. These investments are in debt securities of many
different issuers and, therefore, we believe we have no significant
concentration of risk with a single issuer. All of these debt
securities remain highly rated and we believe the risk of default
by the issuers is low.
29
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
As of December 31, 2015, $921.9 million of our cash and
cash equivalents and short-term and long-term investments were
held in jurisdictions outside of the U.S. Of this amount, $564.7
million is denominated in U.S. Dollars and, therefore, bears no
foreign currency translation risk. The balance of these assets is
denominated in currencies of the various countries where we
operate.
In light of our commitments under various credit facilities,
as well as our expectation for continued business development,
we have plans to repatriate a significant portion of our offshore
earnings to the U.S. In particular, as a result of the Biomet
merger we have unremitted foreign earnings of $4,387.9 million
which we plan to repatriate to the U.S. in future periods. We
have recorded a long-term liability of $1,494.9 million for the
estimated tax impact of this repatriation.
Management believes that cash flows from operations and
available borrowings under the Multicurrency Revolving Facility
are sufficient to meet our working capital, capital expenditure
and debt service needs, as well as return cash to stockholders
in the form of dividends and share repurchases. Should
additional investment opportunities arise, we believe that our
earnings, balance sheet and cash flows will allow us to obtain
additional capital, if necessary.
CONTRACTUAL OBLIGATIONS
We have entered into contracts with various third parties in
the normal course of business that will require future
payments. The following table illustrates our contractual
obligations (in millions):
Contractual
Obligations
Total
2016
2017
and
2018
2019
and
2020
2021
and
Thereafter
Long-term debt
Interest
payments
Operating leases
Purchase
obligations
Other long-term
liabilities
$11,551.4
$
–
$2,263.9
$3,987.5
$5,300.0
4,142.6
231.8
339.8
59.1
651.0
78.6
531.1
48.2
2,620.7
45.9
91.0
61.9
22.5
3.7
2.9
406.7
–
136.9
107.6
162.2
Total contractual
obligations
$16,423.5
$460.8
$3,152.9
$4,678.1
$8,131.7
$93.5 million of the other long-term liabilities on our
balance sheet as of December 31, 2015 are liabilities related to
defined benefit pension plans. Defined benefit plan liabilities
are based upon the underfunded status of the respective plans;
they are not based upon future contributions. Due to
uncertainties regarding future plan asset performance,
changes in interest rates and our intentions with respect to
voluntary contributions, we are unable to reasonably estimate
future contributions beyond 2016. Therefore, this table does
not include any amounts related to future contributions to our
plans. See Note 15 to our consolidated financial statements for
further information on our defined benefit plans.
Also included in other long-term liabilities on our balance
sheet are liabilities related to unrecognized tax benefits and
corresponding interest and penalties thereon. Due to the
uncertainties inherent in these liabilities, such as the ultimate
timing and resolution of tax audits, we are unable to
30
reasonably estimate the amount or period in which potential
tax payments related to these positions will be made.
Therefore, this table does not include any obligations related
to unrecognized tax benefits. We have also excluded long-term
deferred tax liabilities from this table, as they do not represent
liabilities that will be settled in cash. See Note 16 to our
consolidated financial statements for further information on
these tax-related accounts.
We have entered into various agreements that may result
in future payments dependent upon various events such as the
achievement of certain product R&D milestones, sales
milestones, or, at our discretion, to maintain exclusive rights to
distribute a product. Since there is uncertainty on the timing
or whether such payments will have to be made, we have not
included them in this table. These payments could range from
$0 to $45 million.
CRITICAL ACCOUNTING ESTIMATES
Our financial results are affected by the selection and
application of accounting policies and methods. Significant
accounting policies which require management’s judgment are
discussed below.
Excess Inventory and Instruments – We must determine
as of each balance sheet date how much, if any, of our
inventory may ultimately prove to be unsaleable or unsaleable
at our carrying cost. Similarly, we must also determine if
instruments on hand will be put to productive use or remain
undeployed as a result of excess supply. Accordingly,
inventory and instruments are written down to their net
realizable value. To determine the appropriate net realizable
value, we evaluate current stock levels in relation to historical
and expected patterns of demand for all of our products and
instrument systems and components. The basis for the
determination is generally the same for all inventory and
instrument items and categories except for work -in-process
inventory, which is recorded at cost. Obsolete or discontinued
items are generally destroyed and completely written off.
Management evaluates the need for changes to inventory and
instruments net realizable values based on market conditions,
competitive offerings and other factors on a regular basis.
Income Taxes – Our income tax expense, deferred tax
assets and liabilities and reserves for unrecognized tax benefits
reflect management’s best assessment of estimated future
taxes to be paid. We are subject to income taxes in the U.S.
and numerous foreign jurisdictions. Significant judgments and
estimates are required in determining the consolidated income
tax expense.
We estimate income tax expense and income tax liabilities
and assets by taxable jurisdiction. Realization of deferred tax
assets in each taxable jurisdiction is dependent on our ability
to generate future taxable income sufficient to realize the
benefits. We evaluate deferred tax assets on an ongoing basis
and provide valuation allowances unless we determine it is
“more likely than not” that the deferred tax benefit will be
realized. Federal income taxes are provided on the portion of
the income of foreign subsidiaries that is expected to be
remitted to the U.S.
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
The calculation of our tax liabilities involves dealing with
Our other five reporting units consist of combined Zimmer
uncertainties in the application of complex tax laws and
regulations in a multitude of jurisdictions across our global
operations. We are subject to regulatory review or audit in
virtually all of those jurisdictions and those reviews and audits
may require extended periods of time to resolve. We record
our income tax provisions based on our knowledge of all
relevant facts and circumstances, including existing tax laws,
our experience with previous settlement agreements, the
status of current examinations and our understanding of how
the tax authorities view certain relevant industry and
commercial matters.
We recognize tax liabilities in accordance with the
Financial Accounting Standards Board’s (“FASB”) guidance on
income taxes and we adjust these liabilities when our judgment
changes as a result of the evaluation of new information not
previously available. Due to the complexity of some of these
uncertainties, the ultimate resolution may result in a payment
that is materially different from our current estimate of the tax
liabilities. These differences will be reflected as increases or
decreases to income tax expense in the period in which they
are determined.
Commitments and Contingencies – Accruals for product
liability and other claims are established with the assistance of
internal and external legal counsel based on current
information and historical settlement information for claims,
related legal fees and for claims incurred but not reported. We
use an actuarial model to assist management in determining an
appropriate level of accruals for product liability claims.
Historical patterns of claim loss development over time are
statistically analyzed to arrive at factors which are then applied
to loss estimates in the actuarial model.
In addition to our general product liability, we have
recorded provisions totaling $479.4 million related to the
Durom Cup, including $7.7 million in 2015. See Note 20 to our
consolidated financial statements for further discussion of the
Durom Cup litigation.
Goodwill and Intangible Assets – We evaluate the
carrying value of goodwill and indefinite life intangible assets
annually, or whenever events or circumstances indicate the
carrying value may not be recoverable. We evaluate the
carrying value of finite life intangible assets whenever events
or circumstances indicate the carrying value may not be
recoverable. Significant assumptions are required to estimate
the fair value of goodwill and intangible assets, most notably
estimated future cash flows generated by these assets. As
such, these fair value measurements use significant
unobservable inputs. Changes to these assumptions could
require us to record impairment charges on these assets.
We have seven reporting units with goodwill assigned to
them. Two of these reporting units, CMF and Bone Healing,
consist entirely of assets and liabilities acquired in the Biomet
merger. Since these assets and liabilities were valued at their
estimated fair value on the Closing Date, in our 2015
impairment test, the carrying value approximated the fair
value. Therefore, if these reporting units perform below what
we expected at the time that we estimated their fair value, we
may be required to record impairment charges.
and Biomet assets and liabilities. In our 2015 impairment test,
our EMEA reporting unit’s estimated fair value only exceeded
the carrying value of its net assets by 8 percent, or
approximately $240 million. This reporting unit’s estimated fair
value has significantly decreased from prior year impairment
tests due to the weakening of the Euro against the U.S. Dollar.
For our other four reporting units, their estimated fair value
exceeded their carrying value by more than 20 percent.
Share-based Payment – We measure share-based
payment expense at the grant date based on the fair value of
the award and recognize expense over the requisite service
period. Determining the fair value of share-based awards at the
grant date requires judgment, including estimating the
expected life of stock options and the expected volatility of our
stock. Additionally, we must estimate the amount of share-
based awards that are expected to be forfeited. We estimate
expected volatility based upon the implied volatility of actively
traded options on our stock. The expected life of stock options
and estimated forfeitures are based upon our employees’
historical exercise and forfeiture behaviors. The assumptions
used in determining the grant date fair value and the expected
forfeitures represent management’s best estimates.
RECENT ACCOUNTING PRONOUNCEMENTS
See Note 3 to our consolidated financial statements to see
how recent accounting pronouncements have affected or may
affect our financial position, results of operations or cash flows.
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk
MARKET RISK
We are exposed to certain market risks as part of our
ongoing business operations, including risks from changes in
foreign currency exchange rates, interest rates and commodity
prices that could affect our financial condition, results of
operations and cash flows. We manage our exposure to these
and other market risks through regular operating and financing
activities and through the use of derivative financial
instruments. We use derivative financial instruments solely as
risk management tools and not for speculative investment
purposes.
FOREIGN CURRENCY EXCHANGE RISK
We operate on a global basis and are exposed to the risk
that our financial condition, results of operations and cash
flows could be adversely affected by changes in foreign
currency exchange rates. We are primarily exposed to foreign
currency exchange rate risk with respect to transactions and
net assets denominated in Euros, Swiss Francs, Japanese Yen,
31
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
British Pounds, Canadian Dollars, Australian Dollars, Korean
Won, Swedish Krona, Czech Koruna, Thai Baht, Taiwan
Dollars, South African Rand, Russian Rubles and Indian
Rupees. We manage the foreign currency exposure centrally,
on a combined basis, which allows us to net exposures and to
take advantage of any natural offsets. To reduce the
uncertainty of foreign currency exchange rate movements on
transactions denominated in foreign currencies, we enter into
derivative financial instruments in the form of foreign currency
exchange forward contracts and options with major financial
institutions. These forward contracts and options are designed
to hedge anticipated foreign currency transactions, primarily
intercompany sale and purchase transactions, for periods
consistent with commitments. Realized and unrealized gains
and losses on these contracts and options that qualify as cash
flow hedges are temporarily recorded in other comprehensive
income, then recognized in cost of products sold when the
hedged item affects net earnings.
For contracts outstanding at December 31, 2015, we had
obligations to purchase U.S. Dollars and sell Euros, Japanese
Yen, British Pounds, Canadian Dollars, Australian Dollars,
Korean Won, Swedish Krona, Czech Koruna, Thai Baht, Taiwan
Dollars, South African Rand, Russian Rubles and Indian
Rupees and purchase Swiss Francs and sell U.S. Dollars at set
maturity dates ranging from January 2016 through June 2018.
The notional amounts of outstanding forward contracts
entered into with third parties to purchase U.S. Dollars at
December 31, 2015 were $1,427.5 million. The notional
amounts of outstanding forward contracts entered into with
third parties to purchase Swiss Francs at December 31, 2015
were $307.2 million. The weighted average contract rates
outstanding at December 31, 2015 were Euro:USD 1.21,
USD:Swiss Franc: 0.91, USD:Japanese Yen 112.44, British
Pound:USD 1.59, USD:Canadian Dollar 1.22, Australian
Dollar:USD 0.77, USD:Korean Won 1,125, USD:Swedish Krona
7.68, USD:Czech Koruna 22.88, USD:Thai Baht 35.03,
USD:Taiwan Dollar 31.48, USD:South African Rand 13.60,
USD:Russian Ruble 65.50 and USD:Indian Ruppee 68.80.
We maintain written policies and procedures governing
our risk management activities. Our policy requires that critical
terms of hedging instruments be the same as hedged
forecasted transactions. On this basis, with respect to cash
flow hedges, changes in cash flows attributable to hedged
transactions are generally expected to be completely offset by
changes in the fair value of hedge instruments. As part of our
risk management program, we also perform sensitivity analyses
to assess potential changes in revenue, operating results, cash
flows and financial position relating to hypothetical movements
in currency exchange rates. A sensitivity analysis of changes in
the fair value of foreign currency exchange forward contracts
outstanding at December 31, 2015 indicated that, if the U.S.
Dollar uniformly changed in value by 10 percent relative to the
various currencies, with no change in the interest differentials,
the fair value of those contracts would increase or decrease
earnings before income taxes in periods through June 2018,
32
depending on the direction of the change, by the following
average approximate amounts (in millions):
Currency
Euro
Swiss Franc
Japanese Yen
British Pound
Canadian Dollar
Australian Dollar
Korean Won
Swedish Krona
Czech Koruna
Thai Baht
Taiwan Dollars
South African Rand
Russian Rubles
Indian Rupees
Average
Amount
$55.5
31.7
34.6
9.2
11.0
15.7
3.4
2.5
0.6
0.8
3.4
0.6
0.8
1.7
Any change in the fair value of foreign currency exchange
forward contracts as a result of a fluctuation in a currency
exchange rate is expected to be largely offset by a change in
the value of the hedged transaction. Consequently, foreign
currency exchange contracts would not subject us to material
risk due to exchange rate movements because gains and losses
on these contracts offset gains and losses on the assets,
liabilities and transactions being hedged.
We had net assets, excluding goodwill and intangible
assets, in legal entities with non-U.S. Dollar functional
currencies of $2,042.4 million at December 31, 2015, primarily
in Euros, Japanese Yen and Australian Dollars.
We enter into foreign currency forward exchange
contracts with terms of one month to manage currency
exposures for monetary assets and liabilities denominated in a
currency other than an entity’s functional currency. As a
result, foreign currency remeasurement gains/losses
recognized in earnings are generally offset with gains/losses on
the foreign currency forward exchange contracts in the same
reporting period.
COMMODITY PRICE RISK
We purchase raw material commodities such as cobalt
chrome, titanium, tantalum, polymer and sterile packaging. We
enter into supply contracts generally with terms of 12 to 24
months, where available, on these commodities to alleviate the
effect of market fluctuation in prices. As part of our risk
management program, we perform sensitivity analyses related
to potential commodity price changes. A 10 percent price
change across all these commodities would not have a material
effect on our consolidated financial position, results of
operations or cash flows.
Z I M M E R BI OM E T HOL D I NG S , I NC .
INTEREST RATE RISK
In the normal course of business, we are exposed to
market risk from changes in interest rates that could affect our
results of operations and financial condition. We manage our
exposure to interest rate risks through our regular operations
and financing activities.
We invest our cash and cash equivalents primarily in
highly-rated corporate commercial paper and bank
deposits. We also have short-term and long-term investments
in highly-rated corporate debt securities, U.S. government and
agency debt securities, U.S. government treasury funds,
municipal bonds, foreign government debt securities,
commercial paper and certificates of deposit. The primary
investment objective is to ensure capital preservation of our
invested principal funds. Currently, we do not use derivative
financial instruments in our investment portfolio.
We are exposed to interest rate risk on our debt
obligations and our cash and cash equivalents.
We have multiple fixed-to-variable interest rate swap
agreements that we have designated as fair value hedges of the
fixed interest rate obligations on our senior notes due 2019 and
2021. The total notional amounts are $250.0 million and $300.0
million for the senior notes due 2019 and 2021, respectively.
On the interest rate swap agreements for the senior notes due
2019, we receive a fixed interest rate of 4.625 percent and pay
variable interest equal to the three-month LIBOR plus an
average of 133 basis points. On the interest rate swap
agreements for the senior notes due 2021, we receive a fixed
interest rate of 3.375 percent and pay variable interest equal to
the three-month LIBOR plus an average of 99 basis points.
The interest rate swap agreements are intended to
manage our exposure to interest rate movements by
converting fixed-rate debt into variable-rate debt. The
objective of the instruments is to more closely align interest
expense with interest income received on cash and cash
equivalents.
These derivative instruments are designated as fair value
hedges under GAAP. Changes in the fair value of the derivative
instrument are recorded in earnings and are offset by gains or
losses on the underlying debt instrument.
Based upon our overall interest rate exposure as of
December 31, 2015, a change of 10 percent in interest rates,
assuming the principal amount outstanding remains constant,
would not have a material effect on net interest expense. This
analysis does not consider the effect of the change in the level
of overall economic activity that could exist in such an
environment.
CREDIT RISK
Financial instruments, which potentially subject us to
concentrations of credit risk, are primarily cash and cash
equivalents, short-term and long-term investments, derivative
instruments, counterparty transactions and accounts
receivable.
We place our investments in highly-rated financial
institutions or highly-rated debt securities and limit the
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
amount of credit exposure to any one entity. We believe we do
not have any significant credit risk on our cash and cash
equivalents and investments.
We are exposed to credit loss if the financial institutions
or counterparties issuing the debt security fail to perform.
However, this loss is limited to the amounts, if any, by which
the obligations of the counterparty to the financial instrument
contract exceed our obligation. We also minimize exposure to
credit risk by dealing with a diversified group of major financial
institutions. We manage credit risk by monitoring the financial
condition of our counterparties using standard credit
guidelines. We do not anticipate any nonperformance by any of
the counterparties.
Our concentrations of credit risks with respect to trade
accounts receivable is limited due to the large number of
customers and their dispersion across a number of geographic
areas and by frequent monitoring of the creditworthiness of
the customers to whom credit is granted in the normal course
of business. Substantially all of our trade receivables are
concentrated in the public and private hospital and healthcare
industry in the U.S. and internationally or with distributors or
dealers who operate in international markets and, accordingly,
are exposed to their respective business, economic and
country specific variables.
Our ability to collect accounts receivable in some
countries depends in part upon the financial stability of these
hospital and healthcare sectors and the respective countries’
national economic and healthcare systems. Most notably, in
Europe healthcare is typically sponsored by the government.
Since we sell products to public hospitals in those countries,
we are indirectly exposed to government budget constraints.
The ongoing financial uncertainties in the Euro zone impact
the indirect credit exposure we have to those governments
through their public hospitals. As of December 31, 2015, in
Greece, Italy, Portugal and Spain, countries that have been
widely recognized as presenting the highest risk, our gross
short-term and long-term trade accounts receivable combined
were $238.6 million. With allowances for doubtful accounts of
$17.3 million recorded in those countries, the net balance was
$221.3 million, representing 16 percent of our total
consolidated short-term and long-term trade accounts
receivable balance, net. Italy and Spain accounted for $194.2
million of that net amount. We are actively monitoring the
situations in these countries. We maintain contact with
customers in these countries on a regular basis. We continue to
receive payments, albeit at a slower rate than in the past. We
believe our allowance for doubtful accounts is adequate in
these countries, as ultimately we believe the governments in
these countries will be able to pay. To the extent the
respective governments’ ability to fund their public hospital
programs deteriorates, we may have to record significant bad
debt expenses in the future.
While we are exposed to risks from the broader healthcare
industry in Europe and around the world, there is no
significant net exposure due to any individual customer.
Exposure to credit risk is controlled through credit approvals,
credit limits and monitoring procedures, and we believe that
reserves for losses are adequate.
33
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
Management’s Report on Internal Control Over Financial Reporting
The management of Zimmer Biomet Holdings, Inc. is responsible for establishing and maintaining adequate internal control
over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and
principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that:
(cid:129) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions
of the assets of the Company;
(cid:129) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of the Company; and
(cid:129) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the
Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, the Company’s internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
The Company acquired Biomet during the second quarter of 2015 in a purchase business combination. Management excluded
Biomet from its evaluation of internal control over financial reporting as of December 31, 2015. The Company will incorporate
Biomet into its annual report on internal control over financial reporting as of December 31, 2016. Biomet’s assets as of December
31, 2015 excluded from management’s assessment were $2,631.0 million, or 10 percent of our total assets. Biomet’s net sales for the
year ended December 31, 2015 excluded from management’s assessment were $1,602.0 million, or 27 percent of our total net sales.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2015. In making this assessment, the Company’s management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).
Based on that assessment, management has concluded that, as of December 31, 2015, the Company’s internal control over
financial reporting is effective based on those criteria.
The Company’s independent registered public accounting firm has audited the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2015, as stated in its report which appears in Item 8 of this Annual Report on
Form 10-K.
34
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
Item 8. Financial Statements and Supplementary Data
Zimmer Biomet Holdings, Inc.
Index to Consolidated Financial Statements
Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Earnings for the Years Ended December 31, 2015, 2014 and 2013
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2015, 2014 and 2013
Consolidated Balance Sheets as of December 31, 2015 and 2014
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2015, 2014 and 2013
Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013
Notes to Consolidated Financial Statements
Page
36
37
38
39
40
41
42
35
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of Zimmer Biomet Holdings, Inc.:
In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all
material respects, the financial position of Zimmer Biomet Holdings, Inc. and its subsidiaries at December 31, 2015 and 2014, and
the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in conformity
with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement
schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule,
for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 7. Our
responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s
internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards
of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective
internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included
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. Our
audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
As discussed in Note 3 to the consolidated financial statements, the Company changed the manner in which it classifies
deferred income taxes in 2015.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of
the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Biomet, Inc.
from its assessment of internal control over financial reporting as of December 31, 2015 because it was acquired by the Company in
a purchase business combination during 2015. We have also excluded Biomet, Inc. from our audit of internal control over financial
reporting. Biomet, Inc. is a wholly-owned subsidiary whose total assets and total revenues represent $2,631.0 million or 10% of total
assets and $1,602.0 million or 27% of total net sales, respectively, of the related consolidated financial statement amounts as of and
for the year ended December 31, 2015.
Chicago, Illinois
February 29, 2016
36
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2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
CONSOLIDATED STATEMENTS OF EARNINGS
For the Years Ended December 31,
Net Sales
Cost of products sold, excluding intangible asset amortization
Intangible asset amortization
Research and development
Selling, general and administrative
Certain claims (Note 20)
Special items (Note 3)
Operating expenses
Operating Profit
Other expense, net
Interest income
Interest expense
Earnings before income taxes
Provision for income taxes
Net earnings
Less: Net loss attributable to noncontrolling interest
Net Earnings of Zimmer Biomet Holdings, Inc.
Earnings Per Common Share – Basic
Earnings Per Common Share – Diluted
Weighted Average Common Shares Outstanding
Basic
Diluted
Cash Dividends Declared Per Common Share
The accompanying notes are an integral part of these consolidated financial statements.
(in millions, except per share amounts)
2015
2014
2013
$5,997.8
1,800.6
337.4
268.8
2,284.2
7.7
831.8
$4,673.3
1,242.8
92.5
187.4
1,750.7
21.5
341.1
$4,623.4
1,266.7
78.5
203.0
1,749.3
47.0
210.3
5,530.5
3,636.0
3,554.8
467.3
(36.9)
9.4
(286.6)
153.2
7.0
146.2
(0.8)
1,037.3
(46.7)
11.9
(63.1)
939.4
220.2
719.2
(1.1)
1,068.6
(6.0)
15.6
(70.1)
1,008.1
229.5
778.6
(1.8)
$ 147.0
$ 720.3
$ 780.4
$
$
$
0.78
0.77
187.4
189.8
0.88
$
$
$
4.26
4.20
169.0
171.7
0.88
$
$
$
4.60
4.54
169.6
171.8
0.80
37
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
For the Years Ended December 31,
Net Earnings
Other Comprehensive Income (Loss):
Foreign currency cumulative translation adjustments
Unrealized cash flow hedge gains, net of tax
Reclassification adjustments on cash flow hedges, net of tax
Unrealized (losses)/gains on securities, net of tax
Reclassification adjustments on securities, net of tax
Adjustments to prior service cost and unrecognized actuarial assumptions, net of tax
Total Other Comprehensive (Loss) Income
Comprehensive (Loss) Income
Comprehensive Loss Attributable to Noncontrolling Interest
(in millions)
2015
2014
2013
$ 146.2
$ 719.2
$778.6
(305.2)
(223.1)
(35.0)
52.7
55.9
33.4
(93.0)
(18.9)
(4.4)
(0.2)
–
(0.5)
(0.4)
0.1
–
(21.4)
(75.8)
38.5
(367.1)
(262.8)
32.6
(220.9)
456.4
811.2
(0.3)
(1.0)
(2.0)
Comprehensive (Loss) Income Attributable to Zimmer Biomet Holdings, Inc.
$(220.6) $ 457.4
$813.2
The accompanying notes are an integral part of these consolidated financial statements.
38
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
CONSOLIDATED BALANCE SHEETS
As of December 31,
ASSETS
Current Assets:
Cash and cash equivalents
Short-term investments
Accounts receivable, less allowance for doubtful accounts
Inventories
Prepaid expenses and other current assets
Deferred income taxes
Total Current Assets
Property, plant and equipment, net
Goodwill
Intangible assets, net
Other assets
Total Assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable
Income taxes
Other current liabilities
Total Current Liabilities
Deferred income taxes
Other long-term liabilities
Long-term debt
Total Liabilities
Commitments and Contingencies (Note 20)
Stockholders’ Equity:
Common stock, $0.01 par value, one billion shares authorized,
302.7 million (268.4 million in 2014) issued
Paid-in capital
Retained earnings
Accumulated other comprehensive (loss) income
Treasury stock, 100.0 million shares (98.7 million shares in 2014)
Total Zimmer Biomet Holdings, Inc. stockholders’ equity
Noncontrolling interest
Total Stockholders’ Equity
Total Liabilities and Stockholders’ Equity
The accompanying notes are an integral part of these consolidated financial statements.
(in millions)
2015
2014
$ 1,459.3
164.6
1,446.5
2,254.1
538.4
–
$ 1,083.3
612.5
912.1
1,193.3
317.2
194.9
5,862.9
2,062.6
9,934.2
8,746.3
613.5
4,313.3
1,285.3
2,514.2
603.5
941.7
$27,219.5
$ 9,658.0
$
$
284.8
147.2
1,185.9
145.2
80.3
798.5
1,617.9
1,024.0
3,150.2
1,005.7
45.9
610.9
11,556.3
1,425.5
17,330.1
3,106.3
3.0
8,195.3
8,347.7
(329.0)
(6,329.1)
2.7
4,330.7
8,362.1
38.1
(6,183.7)
9,887.9
1.5
6,549.9
1.8
9,889.4
6,551.7
$27,219.5
$ 9,658.0
39
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Zimmer Biomet Holdings, Inc. Stockholders
Common Shares
Number
Amount
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss) Income
Treasury Shares
Number
Amount
Noncontrolling
Interest
Total
Stockholders’
Equity
257.1
–
–
$2.6
–
–
$3,500.6
–
–
$7,143.2
780.4
–
$ 268.3
–
32.6
(85.5) $(5,072.1)
–
–
–
–
$ 5.4
(1.8)
(0.2)
$5,848.0
778.6
32.4
(in millions)
–
–
7.2
–
264.3
–
–
–
4.1
–
268.4
–
–
–
1.6
–
32.7
–
–
–
–
2.6
–
–
–
0.1
–
2.7
–
–
–
–
–
0.3
(1.1)
–
–
(135.4)
501.1
–
4,000.6
–
–
–
330.1
–
4,330.7
–
–
–
142.2
–
3,722.4
1.2
–
7,789.4
720.3
–
(148.6)
1.0
–
8,362.1
147.0
–
(164.4)
3.0
–
–
–
–
–
–
300.9
–
(262.8)
–
–
–
38.1
–
(367.1)
–
–
–
–
–
–
0.1
(9.1)
(94.5)
–
–
–
–
(4.2)
(98.7)
–
–
–
0.1
(1.4)
–
–
–
(0.6)
–
(1.7)
(135.4)
5.4
(719.0)
(5,785.7)
–
–
–
2.5
(400.5)
(6,183.7)
–
–
–
4.6
(150.0)
–
–
–
2.8
(1.1)
0.1
–
–
–
1.8
(0.8)
0.5
–
–
–
–
507.7
(719.0)
6,310.6
719.2
(262.7)
(148.6)
333.7
(400.5)
6,551.7
146.2
(366.6)
(164.4)
149.8
(150.0)
3,722.7
Balance January 1, 2013
Net earnings
Other comprehensive income
Purchase of additional shares
from noncontrolling interest
Cash dividends declared
Stock compensation plans,
including tax benefits
Share repurchases
Balance December 31, 2013
Net earnings
Other comprehensive loss
Cash dividends declared
Stock compensation plans,
including tax benefits
Share repurchases
Balance December 31, 2014
Net earnings
Other comprehensive loss
Cash dividends declared
Stock compensation plans,
including tax benefits
Share repurchases
Biomet merger consideration
Balance December 31, 2015
302.7
$3.0
$8,195.3
$8,347.7
$(329.0)
(100.0) $(6,329.1)
$ 1.5
$9,889.4
The accompanying notes are an integral part of these consolidated financial statements.
40
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
Cash flows provided by (used in) operating activities:
Net earnings
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
Biomet merger consideration compensation expense
Share-based compensation
Income tax benefit from stock option exercises
Excess income tax benefit from stock option exercises
Inventory step-up
Gain on divestiture of assets
Deferred income tax provision
Changes in operating assets and liabilities, net of acquired assets and liabilities
Income taxes
Receivables
Inventories
Accounts payable and accrued liabilities
Other assets and liabilities
Net cash provided by operating activities
Cash flows provided by (used in) investing activities:
Additions to instruments
Additions to other property, plant and equipment
Purchases of investments
Sales of investments
Proceeds from divestiture of assets
Biomet acquistion, net of acquired cash
Business combination investments
Investments in other assets
Net cash used in investing activities
Cash flows provided by (used in) financing activities:
Proceeds from (payments on) senior notes
Proceeds from term loan
Redemption of senior notes
Payments on term loan
Net proceeds (payments) under revolving credit facilities
Dividends paid to stockholders
Proceeds from employee stock compensation plans
Excess income tax benefit from stock option exercises
Debt issuance costs
Repurchase of common stock
Net cash provided by (used in) financing activities
Effect of exchange rates on cash and cash equivalents
Increase in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of period
The accompanying notes are an integral part of these consolidated financial statements.
(in millions)
2015
2014
2013
$
146.2
$
719.2
$ 778.6
712.4
375.8
358.5
90.4
46.4
81.4
(11.8)
317.8
(19.0)
–
49.4
37.2
–
48.5
38.4
(11.1)
(8.6)
5.4
–
8.0
–
(164.0)
(90.5)
(126.2)
163.3
(56.1)
(205.4)
(263.1)
(21.8)
(50.4)
(40.4)
(164.6)
108.4
114.4
104.4
(74.3)
(148.1)
33.6
(49.7)
816.7
1,052.8
963.1
(266.4)
(167.7)
(197.4)
(192.9)
(144.9)
(100.0)
(214.8)
(1,350.9)
(732.7)
802.9
69.9
(7,760.1)
–
(21.7)
1,282.2
830.8
–
–
–
–
(54.3)
(4.1)
(74.2)
(13.5)
(7,557.9)
(469.4)
(282.5)
7,628.2
3,000.0
(2,740.0)
(500.0)
(250.0)
–
–
–
–
–
–
–
0.1
2.3
(97.5)
(157.1)
(145.5)
(132.4)
105.2
11.8
284.7
11.1
(58.4)
(64.1)
474.8
8.6
–
(150.0)
(400.9)
(720.8)
7,139.8
(562.4)
(467.3)
(22.6)
(18.3)
(17.0)
376.0
1,083.3
2.7
1,080.6
196.3
884.3
$ 1,459.3
$ 1,083.3
$1,080.6
41
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.
Business
2.
Revision of Prior Period Financial Statements
We design, manufacture and market orthopaedic
In the three month period ended September 30, 2015, we
reconstructive products; sports medicine, biologics,
extremities and trauma products; spine, bone healing,
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.
On June 24, 2015 (the “Closing Date”), pursuant to an
agreement and plan of merger dated April 24, 2014, we
acquired LVB Acquisition, Inc. (“LVB”), the parent company
of Biomet, Inc. (“Biomet”), and LVB and Biomet became our
wholly-owned subsidiaries (sometimes hereinafter referred to
as the “Biomet merger” or the “merger”). For more
information on the merger, see Note 4. In connection with the
merger, we changed our name from Zimmer Holdings, Inc. to
Zimmer Biomet Holdings, Inc.
The words “Zimmer Biomet,” “we,” “us,” “our,” “the
Company” and similar words refer to Zimmer Biomet Holdings,
Inc. and its subsidiaries. “Zimmer Biomet Holdings” refers to
the parent company only. “Zimmer” used alone refers to the
business or information of us and our subsidiaries on a stand-
alone basis without inclusion of the business or information of
LVB or any of its subsidiaries.
discovered two errors related to our financial statements for
prior periods. One error related to accounts payable accruals.
For certain received goods and services, we did not completely
relieve the related accrual in a timely manner. As a result, our
accounts payable balance was overstated. This error had been
accumulating since 2012. The second error related to the
accounting for the divestiture of certain Biomet product lines
and rights in the three month period ended June 30, 2015. We
calculated a gain on the divestiture based upon the pre-merger
net book value of the assets. However, the gain should have
been calculated based upon the fair value of such assets post-
merger. We evaluated the impact of these errors on our prior
period quarterly and annual financial statements, assessing
materiality both quantitatively and qualitatively, and concluded
the errors were not material to any of our previously issued
financial statements. However, we concluded the cumulative
corrections of these errors would be material to our financial
statements for the three month period ended September 30,
2015 and, therefore, it was not appropriate to recognize the
cumulative corrections in that period. Consequently, we
revised previous periods’ financial statements to correct these
errors as well as other unrelated, immaterial out of period
adjustments that had been previously recorded. Following is a
summary of the financial statement line items impacted by
these revisions for the periods presented in this Form 10-K (in
millions, except per share amounts).
Revisions to the Consolidated Statements of Earnings and Comprehensive Income (Loss)
Cost of products sold, excluding intangible asset amortization
$1,242.7
$ 0.1
$1,242.8
$1,280.1
$(13.4)
$1,266.7
Year Ended December 31, 2014
Year Ended December 31, 2013
As Reported
Adjustments
As Revised
As Reported
Adjustments
As Revised
Research and development
Selling, general and administrative
Special items
Operating expenses
Earnings before income taxes
Provision for income taxes
Net earnings
Net Earnings of Zimmer Holdings, Inc.
Earnings Per Common Share - Basic
Earnings Per Common Share - Diluted
Foreign currency cumulative translation adjustments
Total Other Comprehensive Income (Loss)
Comprehensive Income
Comprehensive Income Attributable to Zimmer Holdings, Inc.
187.9
1,744.4
342.5
3,631.5
943.9
224.9
719.0
$ 720.1
$
$
4.26
4.19
$ (241.5)
(281.2)
437.8
438.8
(0.5)
6.3
(1.4)
4.5
(4.5)
(4.7)
0.2
$ 0.2
$
–
$0.01
$18.4
18.4
18.6
18.6
187.4
203.4
1,750.7
1,758.8
341.1
214.0
(0.4)
(9.5)
(3.7)
203.0
1,749.3
210.3
3,636.0
3,581.8
(27.0)
3,554.8
939.4
220.2
719.2
981.1
221.9
759.2
$ 720.3
$ 761.0
$
$
4.26
4.20
$
$
4.49
4.43
27.0
7.6
19.4
$ 19.4
$ 0.11
$ 0.11
1,008.1
229.5
778.6
$ 780.4
$
$
4.60
4.54
$ (223.1) $ (44.4)
$ 9.4
$ (35.0)
(262.8)
456.4
457.4
23.2
782.4
784.4
9.4
28.8
28.8
32.6
811.2
813.2
42
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Revisions to the Consolidated Balance Sheet
Inventories
Total Current Assets
Property, plant and equipment, net
Other assets
Total Assets
Accounts payable
Income taxes payable
Other current liabilities
Total Current Liabilities
Long-term income tax payable
Total Liabilities
Retained earnings
Accumulated other comprehensive income
Total Zimmer Holdings, Inc. stockholders’ equity
Total Stockholders’ Equity
Total Liabilities and Stockholders’ Equity
Revisions to the Consolidated Statements of Cash Flows
December 31, 2014
As Reported
Adjustments
As Revised
$1,169.0
$ 24.3
$1,193.3
4,289.0
1,288.8
939.2
9,634.7
167.1
72.4
798.5
24.3
4,313.3
(3.5)
1,285.3
2.5
23.3
(21.9)
7.9
–
941.7
9,658.0
145.2
80.3
798.5
1,038.0
(14.0)
1,024.0
181.7
3,112.1
8,285.2
8.2
189.9
(5.8)
3,106.3
76.9
8,362.1
85.9
(47.8)
38.1
6,520.8
6,522.6
9,634.7
29.1
29.1
23.3
6,549.9
6,551.7
9,658.0
Net earnings
Deferred income tax provision
Changes in operating assets and liabilities, net of effect of acquisitions:
Income taxes payable
Inventories
Accounts payable and accrued expenses
Other assets and liabilities
Year ended December 31, 2014
Year ended December 31, 2013
As Reported
Adjustments
As Revised
As Reported
Adjustments
As Revised
$ 719.0
$ 0.2
$ 719.2
$ 759.2
$ 19.4
$ 778.6
(84.2)
(6.3)
(90.5)
(126.2)
–
(126.2)
(51.9)
(154.1)
120.1
87.6
1.5
(50.4)
96.8
7.6
104.4
(10.5)
(11.7)
26.8
(164.6)
(128.4)
(19.7)
(148.1)
108.4
114.4
38.3
(47.1)
(4.7)
(2.6)
33.6
(49.7)
We have not presented revisions to our consolidated
statements of stockholders’ equity. The only revisions to these
statements are related to retained earnings caused by
revisions to net earnings and accumulated other
comprehensive income caused by revisions to other
comprehensive income (loss). These revisions have already
been presented in the tables for the consolidated statements
of earnings and comprehensive income and the consolidated
balance sheets.
In the fourth quarter of 2015 we discovered an error that
was immaterial to previous quarters’ condensed consolidated
statements of cash flows. As further discussed in Note 4, we
recognized $90.4 million of compensation expense related to
previously unvested LVB stock options and LVB stock-based
awards that vested immediately prior to the merger under the
terms of the merger agreement. $52.8 million of the $90.4
million represented cash payments to holders of these options
and stock-based awards. In the six month period ended June
30, 2015 and nine month period ended September 30, 2015,
we presented the $52.8 million as a cash outflow from
investing activities. However, since the payment represented
compensation expense, the $52.8 million should have been
presented as an operating cash outflow. We have corrected
this error in the consolidated statement of cash flows for the
year ended December 31, 2015. We will also revise future
interim filings to correct for this error.
3.
Significant Accounting Policies
Basis of Presentation – The consolidated financial
statements include the accounts of Zimmer Biomet Holdings
and its subsidiaries in which it holds a controlling financial
interest. All significant intercompany accounts and
transactions are eliminated. Certain amounts in the 2014 and
2013 consolidated financial statements have been reclassified
to conform to the 2015 presentation.
Use of Estimates – The consolidated financial statements
are prepared in conformity with accounting principles
generally accepted in the U.S. which require us to make
43
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
Foreign Currency Translation – The financial
statements of our foreign subsidiaries are translated into U.S.
Dollars using period-end exchange rates for assets and
liabilities and average exchange rates for operating results.
Unrealized translation gains and losses are included in
accumulated other comprehensive income in stockholders’
equity. When a transaction is denominated in a currency other
than the subsidiary’s functional currency, we recognize a
transaction gain or loss when the transaction is settled.
Foreign currency transaction gains and losses included in net
earnings for the years ended December 31, 2015, 2014 and
2013 were not significant.
Revenue Recognition – We sell product through three
principal channels: 1) direct to healthcare institutions, referred
to as direct channel accounts; 2) through stocking distributors
and healthcare dealers; and 3) directly to dental practices and
dental laboratories. The direct channel accounts represented
approximately 80 percent of our net sales in 2015. Through
this channel, inventory is generally consigned to sales agents
or customers so that products are available when needed for
surgical procedures. No revenue is recognized upon the
placement of inventory into consignment as we retain title and
maintain the inventory on our balance sheet. Upon
implantation, we issue an invoice and revenue is recognized.
Pricing for products is generally predetermined by contracts
with customers, agents acting on behalf of customer groups or
by government regulatory bodies, depending on the market.
Price discounts under group purchasing contracts are
generally linked to volume of implant purchases by customer
healthcare institutions within a specified group. At negotiated
thresholds within a contract buying period, price discounts
may increase.
Sales to stocking distributors, healthcare dealers, dental
practices and dental laboratories accounted for approximately
20 percent of our net sales in 2015. With these types of sales,
revenue is recognized when title to product passes, either
upon shipment of the product or in some cases upon
implantation of the product. Product is generally sold at
contractually fixed prices for specified periods. Payment terms
vary by customer, but are typically less than 90 days.
If sales incentives are earned by a customer for
purchasing a specified amount of our product, we estimate
whether such incentives will be achieved and, if so, recognize
these incentives as a reduction in revenue in the same period
the underlying revenue transaction is recognized. Occasionally
products are returned and, accordingly, we maintain an
estimated sales return reserve that is recorded as a reduction
in revenue. Product returns were not significant for the years
ended December 31, 2015, 2014 and 2013.
Taxes collected from customers and remitted to
governmental authorities are presented on a net basis and
excluded from revenues.
Shipping and Handling – Amounts billed to customers
for shipping and handling of products are reflected in net sales
and are not significant. Expenses incurred related to shipping
and handling of products are reflected in selling, general and
administrative and were $214.2 million, $181.9 million and
$163.6 million for the years ended December 31, 2015, 2014
and 2013, respectively.
Research and Development – We expense all research
and development (“R&D”) costs as incurred except when
there is alternative future use for the R&D. Research and
development costs include salaries, prototypes, depreciation of
equipment used in research and development, consultant fees
and service fees paid to collaborative partners. Where
contingent milestone payments are due to third parties under
research and development arrangements, the milestone
payment obligations are expensed when the milestone results
are achieved.
Litigation – We record a liability for contingent losses,
including future legal costs, settlements and judgments, when
we consider it is probable that a liability has been incurred and
the amount of the loss can be reasonably estimated.
Special Items – We recognize expenses resulting directly
from our business combinations, employee termination
benefits, certain R&D agreements, certain contract
terminations, consulting and professional fees and asset
impairment or loss on disposal charges connected with global
restructuring, quality and operational excellence initiatives,
44
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
and other items as “Special items” in our consolidated
statement of earnings. “Special items” included (in millions):
For the Years Ended December 31,
2015
2014
2013
Biomet-related
Merger compensation expense
$ 90.4
$
Retention plans
Employee termination benefits
Consulting and professional fees
Dedicated project personnel
Relocated facilities
Contract terminations
Information technology integration
Other
Other
Employee termination benefits
Consulting and professional fees
Dedicated project personnel
Impairment/loss on disposal of assets
Certain R&D agreements
Relocated facilities
Distributor acquisitions
Certain litigation matters
Contract terminations
Information technology integration
Contingent consideration adjustments
Accelerated software amortization
Other
Special items
$
–
–
–
61.5
0.4
–
–
–
–
73.0
101.0
167.4
62.3
5.6
95.0
5.2
19.2
1.9
0.9
114.8
115.2
31.8
2.3
–
–
–
50.4
24.0
4.5
0.7
0.6
–
–
–
–
–
–
–
–
–
14.2
99.1
34.0
10.9
0.8
3.6
0.4
31.2
70.0
26.9
–
1.8
2.4
1.5
25.0
1.8
–
0.6
6.0
4.5
3.9
–
9.0
6.0
1.5
$831.8
$341.1
$210.3
Pursuant to the Biomet merger agreement, all outstanding
LVB stock options and LVB stock-based awards vested
immediately prior to the effective time of the merger, and
holders of these options and awards received a portion of the
aggregate merger consideration. Some of these options and
awards were already vested under the terms of LVB’s equity
incentive plans. We accounted for the fair value of the
consideration we paid in exchange for previously vested
options and awards as consideration to complete the merger.
As part of the merger agreement terms, all previously unvested
options and awards vested immediately prior to the effective
time of the merger. Under LVB’s equity incentive plans,
unvested options and awards would have otherwise been
forfeited. We have concluded that the discretionary
accelerated vesting of these unvested options and awards was
for the economic benefit of the combined company, and,
therefore, we classified the fair value of the merger
consideration we paid to holders of such unvested options and
awards of $90.4 million as compensation expense.
Pursuant to the LVB merger agreement, retention plans
were established for certain Biomet employees and third-party
sales agents. Retention payments were earned by employees
and third-party sales agents who remained with Biomet
through the Closing Date. We recognized $73.0 million of
expense resulting from these retention plans.
After the Closing Date, we started to implement our
integration plans to drive operational synergies. Part of these
integration plans included termination of employees and
certain contracts. Expenses attributable to the initial phase of
these integration plans that were recognized in 2015 as part of
“Special items” related to employee termination benefits and
contract termination expense associated with agreements with
independent agents, distributors, suppliers and lessors. Our
integration plans are expected to last through 2018 and we
expect to incur a total of $170.0 million for employee
termination benefits and $130.0 million for contract
termination expense in that time period. The following table
summarizes the liabilities related to these integration plans (in
millions):
Employee
Termination
Benefits
Contract
Terminations
Total
Balance, Closing Date
$
–
$
–
$
–
Additions
Cash payments
Foreign currency exchange rate
changes
101.0
(54.1)
95.0
196.0
(39.0)
(93.1)
(0.1)
–
(0.1)
Balance, December 31, 2015
$ 46.8
$ 56.0
$102.8
Consulting and professional fees relate to third-party
consulting, professional fees and contract labor related to our
quality and operational excellence initiatives, third-party
consulting fees related to certain information system
implementations, third-party integration consulting performed
in a variety of areas such as tax, compliance, logistics and
human resources for our business combinations and merger
with Biomet, third-party fees related to severance and
termination benefits matters and legal fees related to certain
litigation matters. Our quality and operational excellence
initiatives are company-wide and include improvements in
quality, distribution, sourcing, manufacturing and information
technology, among other areas.
Dedicated project personnel expenses include the salary,
benefits, travel expenses and other costs directly associated
with employees who are 100 percent dedicated to our quality
and operational excellence initiatives or integration of acquired
businesses.
Impairment/loss on disposal of assets relates to
impairment of intangible assets that were acquired in business
combinations or impairment of or a loss on the disposal of
other assets. This caption also includes the effect of reducing
45
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
the estimated useful life of certain intangible assets to zero,
which resulted in the remaining net book values of those assets
being amortized immediately.
Certain R&D agreements relate to agreements with
upfront payments to obtain intellectual property to be used in
R&D projects that have no alternative future use in other
projects.
Relocated facilities expenses are the moving costs and the
lease expenses incurred during the relocation period in
connection with relocating certain facilities.
Over the past few years we have acquired a number of
U.S. and foreign-based distributors. We have incurred various
costs related to the consummation and integration of those
businesses.
Certain litigation matters relate to net expenses
recognized during the year for the estimated or actual
settlement of certain pending litigation and similar claims,
including matters where we recognized income from a
settlement on more favorable terms than our previous
estimate, or we reduced our estimate of a previously recorded
contingent liability. These litigation matters have included
royalty disputes, patent litigation matters and commercial
litigation matters.
Contract termination costs relate to terminated
agreements in connection with the integration of acquired
companies and changes to our distribution model as part of
business restructuring and operational excellence initiatives.
The terminated contracts primarily relate to sales agents and
distribution agreements.
Information technology integration costs are non-
capitalizable costs incurred related to integrating information
technology platforms of acquired companies or other
significant software implementations as part of our quality and
operational excellence initiatives.
Contingent consideration adjustments represent the
changes in the fair value of contingent consideration
obligations to be paid to the prior owners of acquired
businesses.
Accelerated software amortization is the incremental
amortization resulting from a reduction in the estimated life of
certain software. Due to an approved plan to replace certain
software, the estimated economic useful life of the existing
software was decreased to represent the period of time expected
to implement replacement software. As a result, the amortization
from the shortened life of this software is substantially higher
than the previous amortization being recognized.
Cash and Cash Equivalents – We consider all highly
liquid investments with an original maturity of three months or
less to be cash equivalents. The carrying amounts reported in
the balance sheet for cash and cash equivalents are valued at
cost, which approximates their fair value.
Investments – We invest our excess cash and cash
equivalents in debt securities. Our investments include
corporate debt securities, U.S. government and agency debt
46
securities, foreign government debt securities, commercial
paper and certificates of deposit, and are classified and
accounted for as available-for-sale. Available-for-sale debt
securities are recorded at fair value on our consolidated
balance sheet. Investments with a contractual maturity of less
than one year are classified as short-term investments on our
consolidated balance sheet, or in other non-current assets if
the contractual maturity is greater than one year. Changes in
fair value for available-for-sale securities are recorded, net of
taxes, as a component of accumulated other comprehensive
loss on our consolidated balance sheet. We review our
investments for other-than-temporary impairment at each
reporting period. If an unrealized loss for any investment is
considered to be other-than-temporary, the loss will be
recognized in the consolidated statement of earnings in the
period the determination is made. See Note 8 for more
information regarding our investments.
Accounts Receivable – Accounts receivable consists of
trade and other miscellaneous receivables. We grant credit to
customers in the normal course of business and maintain an
allowance for doubtful accounts for potential credit losses. We
determine the allowance for doubtful accounts by geographic
market and take into consideration historical credit
experience, creditworthiness of the customer and other
pertinent information. We make concerted efforts to collect all
accounts receivable, but sometimes we have to write-off the
account against the allowance when we determine the account
is uncollectible. The allowance for doubtful accounts was $34.1
million and $22.3 million as of December 31, 2015 and 2014,
respectively.
Inventories – Inventories are stated at the lower of cost
or market, with cost determined on a first-in first-out basis.
Property, Plant and Equipment – Property, plant and
equipment is carried at cost less accumulated depreciation.
Depreciation is computed using the straight-line method based
on estimated useful lives of ten to forty years for buildings and
improvements and three to eight years for machinery and
equipment. Maintenance and repairs are expensed as incurred.
We review property, plant and equipment for impairment
whenever events or changes in circumstances indicate that the
carrying value of an asset may not be recoverable. An
impairment loss would be recognized when estimated future
undiscounted cash flows relating to the asset are less than its
carrying amount. An impairment loss is measured as the
amount by which the carrying amount of an asset exceeds its
fair value.
Software Costs – We capitalize certain computer software
and software development costs incurred in connection with
developing or obtaining computer software for internal use
when both the preliminary project stage is completed and it is
probable that the software will be used as intended.
Capitalized software costs generally include external direct
costs of materials and services utilized in developing or
obtaining computer software and compensation and related
Z I M M E R BI OM E T HOL D I NG S , I NC .
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
benefits for employees who are directly associated with the
software project. Capitalized software costs are included in
property, plant and equipment on our balance sheet and
amortized on a straight-line or weighted average estimated
user basis when the software is ready for its intended use over
the estimated useful lives of the software, which approximate
three to fifteen years.
Instruments – Instruments are hand-held devices used by
surgeons during total joint replacement and other surgical
procedures. Instruments are recognized as long-lived assets
and are included in property, plant and equipment.
Undeployed instruments are carried at cost or realizable value.
Instruments in the field are carried at cost less accumulated
depreciation. Depreciation is computed using the straight-line
method based on average estimated useful lives, determined
principally in reference to associated product life cycles,
primarily five years. We review instruments for impairment
whenever events or changes in circumstances indicate that the
carrying value of an instrument may not be recoverable.
Depreciation of instruments is recognized as selling, general
and administrative expense.
Goodwill – Goodwill is not amortized but is subject to
annual impairment tests. Goodwill has been assigned to
reporting units. We perform annual impairment tests by either
comparing a reporting unit’s estimated fair value to its carrying
amount or doing a qualitative assessment of a reporting unit’s
fair value from the last quantitative assessment to determine if
there is potential impairment. We may do a qualitative
assessment when the results of the previous quantitative test
indicated the reporting unit’s estimated fair value was
significantly in excess of the carrying value of its net assets
and we do not believe there have been significant changes in
the reporting unit’s operations that would significantly
decrease its estimated fair value or significantly increase its
net assets. If a quantitative assessment is performed, the fair
value of the reporting unit and the implied fair value of
goodwill are determined based upon a discounted cash flow
analysis and/or use of a market approach by looking at market
values of comparable companies. Significant assumptions are
incorporated into our discounted cash flow analyses such as
estimated growth rates and risk-adjusted discount rates. We
perform this test in the fourth quarter of the year or whenever
events or changes in circumstances indicate that the carrying
value of the reporting unit’s assets may not be recoverable. If
the fair value of the reporting unit is less than its carrying
value, an impairment loss is recorded to the extent that the
implied fair value of the reporting unit goodwill is less than the
carrying value of the reporting unit goodwill. See Note 10 for
more information regarding goodwill.
Intangible Assets – Intangible assets are initially
measured at their fair value. We have determined the fair value
of our intangible assets either by the fair value of the
consideration exchanged for the intangible asset or the
estimated after-tax discounted cash flows expected to be
generated from the intangible asset. Intangible assets with an
indefinite life, including certain trademarks and trade names,
are not amortized. Indefinite life intangible assets are assessed
annually to determine whether events and circumstances
continue to support an indefinite life. Intangible assets with a
finite life, including core and developed technology, certain
trademarks and trade names, customer-related intangibles,
intellectual property rights and patents and licenses are
amortized on a straight-line basis over their estimated useful
life, ranging from less than one year to 20 years. Intangible
assets with a finite life are tested for impairment whenever
events or circumstances indicate that the carrying amount may
not be recoverable. Intangible assets with an indefinite life are
tested for impairment annually or whenever events or
circumstances indicate that the carrying amount may not be
recoverable. An impairment loss is recognized if the carrying
amount exceeds the estimated fair value of the asset. The
amount of the impairment loss to be recorded would be
determined based upon the excess of the asset’s carrying value
over its fair value. The fair values of indefinite lived intangible
assets are determined based upon a discounted cash flow
analysis using the relief from royalty method or a qualitative
assessment may be performed for any changes to the asset’s
fair value from the last quantitative assessment. The relief
from royalty method estimates the cost savings associated with
owning, rather than licensing, assets. Significant assumptions
are incorporated into these discounted cash flow analyses such
as estimated growth rates, royalty rates and risk-adjusted
discount rates. We may do a qualitative assessment when the
results of the previous quantitative test indicated that the
asset’s fair value was significantly in excess of its carrying
value.
In determining the useful lives of intangible assets, we
consider the expected use of the assets and the effects of
obsolescence, demand, competition, anticipated technological
advances, changes in surgical techniques, market influences
and other economic factors. For technology-based intangible
assets, we consider the expected life cycles of products, absent
unforeseen technological advances, which incorporate the
corresponding technology. Trademarks and trade names that
do not have a wasting characteristic (i.e., there are no legal,
regulatory, contractual, competitive, economic or other factors
which limit the useful life) are assigned an indefinite life.
Trademarks and trade names that are related to products
expected to be phased out are assigned lives consistent with
the period in which the products bearing each brand are
expected to be sold. For customer relationship intangible
assets, we assign useful lives based upon historical levels of
customer attrition. Intellectual property rights are assigned
useful lives that approximate the contractual life of any related
patent or the period for which we maintain exclusivity over the
intellectual property.
Income Taxes – We account for income taxes under the
asset and liability method, which requires the recognition of
47
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the
financial statements. Under this method, deferred tax assets
and liabilities are determined based on the differences
between the financial statements and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which
the differences are expected to reverse. The effect of a change
in tax rates on deferred tax assets and liabilities is recognized
in income in the period that includes the enactment date.
We reduce our deferred tax assets by a valuation allowance
if it is more likely than not that we will not realize some portion or
all of the deferred tax assets. In making such determination, we
consider all available positive and negative evidence, including
future reversals of existing taxable temporary differences,
projected future taxable income, tax planning strategies and
recent financial operations. In the event we were to determine
that we would be able to realize our deferred income tax assets in
the future in excess of their net recorded amount, we would
make an adjustment to the valuation allowance which would
reduce the provision for income taxes. Federal income taxes are
provided on the portion of the income of foreign subsidiaries that
is expected to be remitted to the U.S.
We operate on a global basis and are subject to numerous
and complex tax laws and regulations. Our income tax filings
are regularly under audit in multiple federal, state and foreign
jurisdictions. Income tax audits may require an extended
period of time to reach resolution and may result in significant
income tax adjustments when interpretation of tax laws or
allocation of company profits is disputed. Because income tax
adjustments in certain jurisdictions can be significant, we
record accruals representing management’s best estimate of
the probable resolution of these matters. To the extent
additional information becomes available, such accruals are
adjusted to reflect the revised estimated probable outcome.
Derivative Financial Instruments – We measure all
derivative instruments at fair value and report them on our
consolidated balance sheet as assets or liabilities. We maintain
written policies and procedures that permit, under appropriate
circumstances and subject to proper authorization, the use of
derivative financial instruments solely for risk management
purposes. The use of derivative financial instruments for trading
or speculative purposes is prohibited by our policy. See Note 14
for more information regarding our derivative and hedging
activities.
Other Comprehensive Income (Loss) – Other
comprehensive income (loss) (“OCI”) refers to revenues,
expenses, gains and losses that under generally accepted
accounting principles are included in comprehensive income
but are excluded from net earnings as these amounts are
recorded directly as an adjustment to stockholders’ equity. Our
OCI is comprised of foreign currency translation adjustments,
unrealized gains and losses on cash flow hedges, unrealized
gains and losses on available-for-sale securities and
amortization of prior service costs and unrecognized gains and
losses in actuarial assumptions.
48
Treasury Stock – We account for repurchases of common
stock under the cost method and present treasury stock as a
reduction of stockholders’ equity. We reissue common stock
held in treasury only for limited purposes.
Noncontrolling Interest – In 2011, we made an
investment in a company in which we acquired a controlling
financial interest, but not 100 percent of the equity. In 2013,
we purchased additional shares of the company from the
minority shareholders. Further information related to the
noncontrolling interests of that investment has not been
provided as it is not significant to our consolidated financial
statements.
Accounting Pronouncements – In May 2014, the FASB
issued Accounting Standard Update (“ASU”) No. 2014-09 –
Revenue from Contracts with Customers (Topic 606). This
ASU provides a five-step model for revenue recognition that all
industries will apply to recognize revenue when a customer
obtains control of a good or service. The ASU will be effective
for us beginning January 1, 2018. We are in the initial phases of
our adoption plans and, accordingly, we are unable to estimate
any effect this may have on our revenue recognition practices.
In April 2015, the FASB issued ASU 2015-03 –
Simplifying the Presentation of Debt Issuance Costs. This
ASU requires debt issuance costs to be presented in the
balance sheet as a direct deduction from the carrying value of
the associated debt liability, consistent with the presentation
of a debt discount. This ASU does not affect the measurement
and recognition of debt issuance costs in our statement of
earnings. As of December 31, 2015, this change would result in
a reclassification of $11.7 million of other current assets and
$60.6 million of other assets to debt. The ASU will be effective
for us beginning January 1, 2016.
In September 2015, the FASB issued ASU 2015-16 –
Business Combinations: Simplifying the Accounting for
Measurement-Period Adjustments. This ASU eliminates the
requirement for an acquirer in a business combination to
account for measurement-period adjustments retrospectively.
Instead, acquirers must recognize measurement-period
adjustments during the period in which they determine the
amounts, including the effect on earnings of any amounts they
would have recorded in previous periods if the accounting had
been completed at the acquisition date. The ASU is effective
for us beginning January 1, 2017, but early adoption is
permitted. We early adopted this ASU in 2015.
On November 20, 2015, the FASB issued ASU 2015-17 –
Balance Sheet Classification of Deferred Taxes. This ASU
amends existing guidance on income taxes to require the
classification of all deferred tax assets and liabilities as non-
current on the balance sheet. The ASU will be effective for us
beginning January 1, 2017, but early adoption is permitted.
Additionally, the ASU allows for both retrospective and
prospective methods of transition upon adoption. We early
adopted this ASU effective December 31, 2015 on a
prospective basis. No prior periods were retrospectively
adjusted.
Z I M M E R BI OM E T HOL D I NG S , I NC .
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
There are no other recently issued accounting
pronouncements that we have not yet adopted that are
expected to have a material effect on our financial position,
results of operations or cash flows.
4.
Business Combinations
Biomet Merger
On the Closing Date, we completed our merger with LVB,
the parent company of Biomet. We paid $12,030.3 million in
cash and stock and assumed Biomet’s senior notes. The fair
value of the principal amount of the senior notes was $2,740.0
million, which we repaid in full prior to June 30, 2015.
The merger enhances our position in the nearly $50.0
billion musculoskeletal industry. Our product portfolio now
includes Biomet’s legacy product lines, including knee and hip
reconstructive products; sports medicine, extremities and
trauma products; spine, bone healing, craniomaxillofacial and
thoracic products; dental reconstructive products; and cement,
biologics and other products. Our larger scale provides for
increased competitiveness in our core and emerging franchises
and a stronger presence in our geographic markets. The
merger positions us to increase cross-selling opportunities
between our legacy product portfolios and sales force
specialization. The combination of our R&D functions will allow
us to allocate a greater portion of the combined R&D spending
towards innovations designed to address unmet clinical needs
and create new-market adjacencies. We also expect to realize
operational synergies to enhance value for stockholders.
In order to consummate the merger under applicable
antitrust laws and regulations in certain countries, we had to
divest certain product line rights and assets. As a result, we
recognized a net gain of $19.0 million in non-operating other
expense, net in the year ended December 31, 2015.
We funded the cash portion of the merger consideration
with available cash on hand, as well as proceeds from a $3.0
billion senior unsecured term loan and $7.65 billion in senior
unsecured notes issued in March 2015. See Note 12 for further
information regarding these debt instruments.
The aggregate merger consideration paid was $12,030.3
million, consisting of $8,307.6 million of cash and 32.7 million
shares of our common stock valued at $3,722.7 million. The
value of our common stock was based upon a stock price of
$113.83 per share using the average of the high and low
trading prices on the Closing Date. As discussed in Note 3,
$90.4 million of the cash and common stock consideration was
allocated to compensation expense due to the acceleration of
the vesting of unvested LVB stock options and LVB stock-
based awards in connection with the merger. Therefore, the
amount of merger consideration utilized for the acquisition
method of accounting was $11,939.9 million.
The merger was accounted for under the acquisition
method of accounting. Accordingly, LVB’s results of
operations have been included in our consolidated results of
operations starting on the Closing Date, and LVB’s assets and
liabilities were recorded at their estimated fair values in our
consolidated statement of financial position as of the Closing
Date, with the excess of the purchase price over the estimated
fair values being allocated to goodwill. During the year ended
December 31, 2015, Biomet contributed net sales of $1,602.0
million. During the year ended December 31, 2015, Biomet
contributed net operating losses of $295.8 million to our
consolidated results, driven by $90.4 million of merger
compensation expense for unvested LVB stock options and
LVB stock-based awards, $73.0 million of retention plan
expense, severance expense, inventory step-up expense and
intangible asset amortization.
The purchase price allocation as of December 31, 2015 is
preliminary. The primary tasks to be completed related to our
purchase price accounting are refinements to intangible assets
for certain less significant products, finalizing tax accounts,
including, but not limited to, the allocation of acquired
intangible assets and goodwill on a jurisdictional basis, and
finalizing the estimated fair values of contingent assets and
liabilities. There may be differences between these preliminary
estimates of fair value and the final acquisition accounting,
which differences could be material. The final estimates of fair
value are expected to be completed as soon as possible, but no
later than one year from the Closing Date.
49
Z I M M E R BI OM E T HOL D I NG S , I NC .
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes our estimate of the preliminary fair values of the assets acquired and liabilities assumed at the
Closing Date, including measurement period adjustments recognized from our initial purchase price allocation through
December 31, 2015 (in millions):
Cash
Accounts receivable, net
Inventory
Other current assets
Property, plant and equipment
Intangible assets not subject to amortization:
Trademarks and trade names
In-process research and development (IPR&D)
Intangible assets subject to amortization:
Technology
Customer relationships
Trademarks and trade names
Other assets
Goodwill
Total assets acquired
Current liabilities
Long-term debt
Deferred taxes
Other long-term liabilities
Total liabilities assumed
Net assets acquired
Closing Date
(initial)
Adjustments
Closing Date
(as adjusted)
$
494.8
$
–
$
494.8
544.7
1,161.7
123.4
699.4
515.0
–
3,075.3
5,829.0
–
29.5
(15.7)
529.0
84.0
1,245.7
(97.0)
92.0
(36.0)
246.0
(583.2)
(873.0)
389.0
211.6
26.4
791.4
479.0
246.0
2,492.1
4,956.0
389.0
241.1
5,270.2
2,303.7
7,573.9
17,743.0
1,721.4
19,464.4
588.9
2,740.0
39.2
–
2,489.7
1,607.8
58.2
0.7
628.1
2,740.0
4,097.5
58.9
5,876.8
1,647.7
7,524.5
$11,866.2
$
73.7
$11,939.9
Adjustments to the initial preliminary fair values of the
assets acquired and liabilities assumed related to a change in
estimate to the fair value of merger compensation expense for
unvested LVB stock options and LVB stock-based awards,
refinement of the estimated fair values of inventory, property,
plant and equipment and intangible assets, refinement of
income and deferred tax balances and adjustments to
contingent liabilities and contingent gains based upon
additional evidence obtained, among other adjustments. There
may be additional adjustments to these preliminary estimates
of fair value which could be material.
The weighted-average amortization period selected for
trademarks and trade names, technology and customer
relationship intangible assets was 15 years, 15 years and 18
years, respectively.
IPR&D intangible assets represent acquired R&D projects
which have not received regulatory approval. IPR&D
intangible assets are capitalized and accounted for as
indefinite lived intangible assets and will be subject to periodic
impairment testing until the successful completion or
abandonment of the associated R&D project. Upon successful
completion of each R&D project, the associated indefinite
lived intangible asset is then accounted for as a finite lived
intangible asset and amortized on a straight-line basis over its
estimated useful life. If an R&D project is abandoned, the
associated indefinite lived asset is charged to expense.
50
The IPR&D intangible assets recognized in the Biomet
merger relates to a variety of R&D projects. The fair values of
the IPR&D intangible assets were determined using the
income approach. Most of these projects are expected to be
completed within a year or two after the Closing Date.
Remaining costs to complete these projects are expected to be
an insignificant amount of our total annual R&D spending.
The goodwill is generated from the operational synergies
we expect to achieve from our combined operations. None of
the goodwill is expected to be deductible for tax purposes.
The following sets forth unaudited pro forma financial
information derived from (i) the audited financial statements
of Zimmer for the years ended December 31, 2015 and 2014;
and (ii) the unaudited financial statements of LVB for the
period January 1, 2015 to June 23, 2015 and for the year
ended December 31, 2014. The pro forma financial information
has been adjusted to give effect to the merger as if it had
occurred on January 1, 2014.
Pro Forma Financial Information
(Unaudited)
Year Ended December 31,
Net Sales
Net Earnings
2015
2014
(in millions)
$7,517.7
$7,965.2
$ 327.4
$ 314.5
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
These unaudited pro forma results have been prepared
for comparative purposes only and include adjustments such
as inventory step-up, amortization of acquired intangible
assets and interest expense on debt incurred to finance the
merger. Material, nonrecurring pro forma adjustments directly
attributable to the Biomet merger include:
(cid:129) The $90.4 million of merger compensation expense for
unvested LVB stock options and LVB stock-based awards
was removed from net earnings for the year ended
December 31, 2015 and recognized as an expense in the
year ended December 31, 2014.
(cid:129) The $73.0 million of retention plan expense was removed
from net earnings for the year ended December 31, 2015
and recognized as an expense in the year ended
December 31, 2014.
(cid:129) Transaction costs of $17.7 million was removed from net
earnings for the year ended December 31, 2015 and
recognized as an expense in the year ended December 31,
2014.
Other Acquisitions
We made a number of business acquisitions during the
years 2014 and 2013. In October 2014, we acquired ETEX
Holdings, Inc. (“Etex”). The Etex acquisition enhanced our
biologics portfolio through the addition of Etex’s bone void
filler products. In May 2013, we acquired the business assets
of Knee Creations, LLC (“Knee Creations”). The Knee
Creations acquisition enhanced our product portfolio of joint
preservation solutions. In June 2013, we acquired NORMED
Medizin-Technik GmbH (“Normed”). The Normed acquisition
strengthened our Extremities and Trauma product portfolios
and brought new product development capabilities in the foot
and ankle and hand and wrist markets.
The results of operations of these acquired companies
have been included in our consolidated results of operations
subsequent to the transaction dates, and the respective assets
and liabilities of the acquired companies have been recorded
at their estimated fair values in our consolidated statement of
financial position as of the transaction dates, with any excess
purchase price being recorded as goodwill. Pro forma financial
information and other information required by GAAP have not
been included for these acquisitions as they, individually and
in the aggregate, did not have a material impact upon our
financial position or results of operations.
5.
Share-Based Compensation
Our share-based payments primarily consist of stock
options and restricted stock units (“RSUs”). Share-based
compensation expense was as follows (in millions):
For the Years Ended December 31,
2015
2014
2013
Total expense, pre-tax
Tax benefit related to awards
Total expense, net of tax
$ 46.4
$ 49.4
$ 48.5
(14.5)
(15.5)
(15.6)
$ 31.9
$ 33.9
$ 32.9
Stock Options
We had two equity compensation plans in effect at
December 31, 2015: the 2009 Stock Incentive Plan (“2009
Plan”) and the Stock Plan for Non-Employee Directors. The
2009 Plan succeeded the 2006 Stock Incentive Plan (“2006
Plan”) and the TeamShare Stock Option Plan (“TeamShare
Plan”). No further awards have been granted under the 2006
Plan or under the TeamShare Plan since May 2009, and shares
remaining available for grant under those plans have been
merged into the 2009 Plan. Vested stock options previously
granted under the 2006 Plan, the TeamShare Plan and another
prior plan, the 2001 Stock Incentive Plan, remained
outstanding as of December 31, 2015. We have reserved the
maximum number of shares of common stock available for
award under the terms of each of these plans. We have
registered 57.9 million shares of common stock under these
plans. The 2009 Plan provides for the grant of nonqualified
stock options and incentive stock options, long-term
performance awards in the form of performance shares or
units, restricted stock, RSUs and stock appreciation rights.
The Compensation and Management Development Committee
of the Board of Directors determines the grant date for annual
grants under our equity compensation plans. The date for
annual grants under the 2009 Plan to our executive officers is
expected to occur in the first quarter of each year following
the earnings announcements for the previous quarter and full
year. In 2015, the Compensation and Management
Development Committee set the Closing Date as the grant
date for awards to our executive officers. The Stock Plan for
Non-Employee Directors provides for awards of stock options,
restricted stock and RSUs to non-employee directors. It has
been our practice to issue shares of common stock upon
exercise of stock options from previously unissued shares,
except in limited circumstances where they are issued from
treasury stock. The total number of awards which may be
granted in a given year and/or over the life of the plan under
each of our equity compensation plans is limited. At
December 31, 2015, an aggregate of 5.6 million shares were
available for future grants and awards under these plans.
Stock options granted to date under our plans vest over
four years and have a maximum contractual life of 10 years. As
established under our equity compensation plans, vesting may
accelerate upon retirement after the first anniversary date of
the award if certain criteria are met. We recognize expense
related to stock options on a straight-line basis over the
requisite service period, less awards expected to be forfeited
using estimated forfeiture rates. Due to the accelerated
retirement provisions, the requisite service period of our stock
options range from one to four years. Stock options are
granted with an exercise price equal to the market price of our
common stock on the date of grant, except in limited
circumstances where local law may dictate otherwise.
51
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A summary of stock option activity for the year ended December 31, 2015 is as follows (options in thousands):
Outstanding at January 1, 2015
Options granted
Options exercised
Options forfeited
Options expired
Outstanding at December 31, 2015
Vested or expected to vest as of December 31, 2015
Exercisable at December 31, 2015
We use a Black-Scholes option-pricing model to
determine the fair value of our stock options. Expected
volatility was derived from a combination of historical volatility
and implied volatility because the traded options that were
actively traded around the grant date of our stock options did
not have maturities of over one year. The expected term of the
stock options has been derived from historical employee
exercise behavior. The risk-free interest rate was determined
using the implied yield currently available for zero-coupon
U.S. government issues with a remaining term approximating
the expected life of the options. The dividend yield was
determined by using an estimated annual dividend and
dividing it by the market price of our stock on the grant date.
The following table presents information regarding the
weighted average fair value for stock options granted, the
assumptions used to determine fair value, and the intrinsic
value of options exercised in the indicated year:
For the Years Ended December 31,
2015
2014
2013
Dividend yield
Volatility
Risk-free interest rate
Expected life (years)
Weighted average fair value of options
granted
Intrinsic value of options exercised (in
0.8%
0.9%
1.1%
22.2% 25.2% 24.5%
1.1%
1.8%
1.7%
5.3
5.5
6.1
$22.30
$22.59
$16.33
millions)
$ 49.4
$ 99.6
$ 97.9
As of December 31, 2015, there was $40.3 million of
unrecognized share-based payment expense related to
nonvested stock options granted under our plans. That
expense is expected to be recognized over a weighted average
period of 3.0 years.
RSUs
We have awarded RSUs to certain of our employees. The
terms of the awards have been two to four years. Some of the
awards have only service conditions while some have
performance and market conditions in addition to service
52
Weighted
Average
Remaining
Contractual
Life
Intrinsic
Value
(in millions)
Weighted
Average
Exercise
Price
$ 71.94
107.10
73.09
97.02
80.59
Stock Options
7,846
1,717
(1,404)
(185)
(43)
7,931
$ 78.73
7,497
$ 77.59
4,969
$ 68.67
5.7
5.5
3.9
$201.1
$197.4
$168.6
conditions. The service condition-only awards vest ratably on
the anniversary date of the award. The awards that have
performance and market conditions vest all at once on the
third anniversary date. Future service conditions may be
waived if an employee retires after the first anniversary date of
the award, but performance and market conditions continue to
apply. Accordingly, the requisite service period used for share-
based payment expense on our RSUs range from one to four
years.
A summary of nonvested RSU activity for the year ended
December 31, 2015 is as follows (RSUs in thousands):
Outstanding at January 1, 2015
Granted
Vested
Forfeited
Outstanding at December 31, 2015
Weighted Average
Grant Date
Fair Value
$ 76.60
104.77
67.50
74.82
91.64
RSUs
1,475
556
(347)
(384)
1,300
For the RSUs with service conditions only, the fair value
of the awards was determined based upon the fair market
value of our common stock on the date of grant. For the RSUs
with market conditions, a Monte Carlo valuation technique was
used to simulate the market conditions of the awards. The
outcome of the simulation was used to determine the fair
value of the awards.
We are required to estimate the number of RSUs that will
vest and recognize share-based payment expense on a
straight-line basis over the requisite service period. As of
December 31, 2015, we estimate that approximately 795,000
outstanding RSUs will vest. If our estimate were to change in
the future, the cumulative effect of the change in estimate will
be recorded in that period. Based upon the number of RSUs
that we expect to vest, the unrecognized share-based payment
expense as of December 31, 2015 was $39.6 million and is
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
expected to be recognized over a weighted-average period of
2.4 years. The fair value of RSUs vesting during the years
ended December 31, 2015, 2014 and 2013 based upon our
stock price on the date of vesting was $40.6 million, $29.3
million and $32.5 million, respectively.
December 31, 2015, 2014 and 2013 were $118.4 million, $51.8
million and $112.0 million, respectively.
7.
Property, Plant and Equipment
Property, plant and equipment consisted of the following
6.
Inventories
Inventories consisted of the following (in millions):
As of December 31,
Finished goods
Work in progress
Raw materials
Inventories
2015
2014
$1,827.9
$ 924.2
146.1
280.1
87.8
181.3
$2,254.1
$1,193.3
(in millions):
As of December 31,
Land
Building and equipment
Capitalized software costs
Instruments
Construction in progress
Accumulated depreciation
2015
2014
$
39.6
$
20.4
1,789.3
1,283.4
330.1
294.7
2,160.5
1,692.8
108.4
115.8
4,427.9
3,407.1
(2,365.3)
(2,121.8)
Finished goods inventory as of December 31, 2015
includes $284.4 million to step-up the acquired Biomet
inventory to fair value.
Amounts charged to the consolidated statement of
earnings for excess and obsolete inventory in the years ended
Property, plant and equipment, net
$ 2,062.6
$ 1,285.3
Depreciation expense was $375.0 million, $268.6 million
and $262.6 million for the years ended December 31, 2015,
2014 and 2013, respectively.
8.
Investments
We invest in short and long-term investments classified as available-for-sale securities. Information regarding our investments
is as follows (in millions):
As of December 31, 2015
Corporate debt securities
U.S. government and agency debt securities
Commercial paper
Certificates of deposit
Total short and long-term investments
As of December 31, 2014
Corporate debt securities
U.S. government and agency debt securities
Commercial paper
Certificates of deposit
Total short and long-term investments
The unrealized losses on our investments in corporate
debt securities were caused by increases in interest yields in
the global credit markets. We believe the unrealized losses
associated with these securities as of December 31, 2015 are
temporary because we do not intend to sell these investments,
and we do not believe we will be required to sell them before
recovery of their amortized cost basis.
Gross Unrealized
Amortized
Cost
Gains
Losses
Fair
value
$245.7
21.6
4.2
2.0
$0.1
–
–
–
$(0.4) $245.4
21.5
4.2
2.0
(0.1)
–
–
$273.5
$0.1
$(0.5) $273.1
$516.9
194.3
57.8
100.3
$0.1
–
–
–
$(0.5) $516.5
194.3
57.8
100.3
–
–
–
$869.3
$0.1
$(0.5) $868.9
The amortized cost and fair value of our available-for-sale
fixed-maturity securities by contractual maturity are as follows
(in millions):
As of December 31, 2015
Amortized Cost
Due in one year or less
Due after one year through two years
Total
$164.7
108.8
$273.5
Fair
Value
$164.6
108.5
$273.1
53
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
9.
Fair Value Measurements of Assets and Liabilities
The following financial assets and liabilities are recorded
at fair value on a recurring basis (in millions):
As of December 31, 2015
Fair Value Measurements
at Reporting Date Using:
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Recorded
Balance
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Description
Assets
Available-for-sale
securities
Corporate debt
securities
As of December 31, 2014
Fair Value Measurements
at Reporting Date Using:
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Recorded
Balance
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
$ 516.5
$–
$ 516.5
$–
$245.4
$–
$245.4
$–
–
–
–
–
–
–
$–
21.5
4.2
2.0
273.1
96.9
26.8
$396.8
96.9
26.8
$396.8
1.6
$ 1.6
–
$–
1.6
$ 1.6
–
–
–
–
–
–
$–
–
$–
Description
Assets
Available-for-sale
securities
Corporate debt
securities
U.S. government and
agency debt securities
21.5
Commercial paper
Certificates of deposit
4.2
2.0
Total available-for-sale
securities
273.1
Derivatives, current and
long-term
Foreign currency
forward contracts
Interest rate swaps
Liabilities
Derivatives, current and
long-term
Foreign currency
forward contracts
54
U.S. government and
agency debt
securities
Commercial paper
Certificates of deposit
Total available-for-
sale securities
194.3
57.8
100.3
868.9
Derivatives, current and long-term
Foreign currency
forward contracts
Interest rate swaps
125.5
24.0
–
–
–
–
–
–
194.3
57.8
100.3
868.9
125.5
24.0
–
–
–
–
–
–
$1,018.4
$–
$1,018.4
$–
Liabilities
Derivatives, current and
long-term
Foreign currency
forward contracts
1.7
Forward starting
interest rate
swaps
59.3
–
–
1.7
59.3
–
–
$
61.0
$–
$
61.0
$–
We value our available-for-sale securities using a market
approach based on broker prices for identical assets in over-
the-counter markets and we perform ongoing assessments of
counterparty credit risk.
We value our foreign currency forward contracts and
foreign currency options using a market approach based on
foreign currency exchange rates obtained from active markets
and we perform ongoing assessments of counterparty credit
risk.
We value our interest rate swaps using a market approach
based on publicly available market yield curves and the terms
of our swaps and we perform ongoing assessments of
counterparty credit risk.
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. Goodwill and Other Intangible Assets
The following table summarizes the changes in the carrying amount of goodwill (in millions):
Balance at January 1, 2014
Goodwill
Accumulated impairment losses
Acquisitions
Currency translation
Balance at December 31, 2014
Goodwill
Accumulated impairment losses
Biomet Merger
Currency translation
Balance at December 31, 2015
Goodwill
Accumulated impairment losses
Americas
EMEA
Product Category
Operating
Segments
Asia
Pacific
Total
$ 894.8
$1,271.9
$161.8
$ 655.7
$ 2,984.2
–
–
–
(373.0)
(373.0)
894.8
1,271.9
161.8
282.7
2,611.2
40.6
–
–
–
40.6
(4.3)
(114.6)
(13.6)
(5.1)
(137.6)
931.1
1,157.3
148.2
–
–
–
931.1
1,157.3
6,445.2
225.6
148.2
408.1
650.6
(373.0)
277.6
495.0
2,887.2
(373.0)
2,514.2
7,573.9
(48.3)
(91.9)
(7.4)
(6.3)
(153.9)
7,328.0
1,291.0
548.9
1,139.3
10,307.2
–
–
–
(373.0)
(373.0)
$7,328.0
$1,291.0
$548.9
$ 766.3
$ 9,934.2
The components of identifiable intangible assets were as follows (in millions):
As of December 31, 2015:
Intangible assets subject to amortization:
Gross carrying amount
Accumulated amortization
Intangible assets not subject to amortization:
Gross carrying amount
Intellectual
Property
Rights
Trademarks
and Trade
Names
Customer
Relationships
Technology
IPR&D
Other
Total
$3,161.6
$ 181.0
$ 583.3
$5,133.0
$
(591.9)
(164.8)
(50.9)
(269.6)
–
–
$101.8
$ 9,160.7
(64.8)
(1,142.0)
–
–
479.0
–
248.6
–
727.6
Total identifiable intangible assets
$2,569.7
$ 16.2
$1,011.4
$4,863.4
$248.6
$ 37.0
$ 8,746.3
As of December 31, 2014:
Intangible assets subject to amortization:
Gross carrying amount
Accumulated amortization
Intangible assets not subject to amortization:
Gross carrying amount
$ 727.2
$ 173.4
$
74.2
$ 213.8
$
(458.3)
(157.7)
(34.1)
(99.6)
–
–
129.0
–
Total identifiable intangible assets
$ 268.9
$ 15.7
$ 169.1
$ 114.2
$
–
–
–
–
$ 93.9
$ 1,282.5
(58.3)
(808.0)
–
129.0
$ 35.6
$
603.5
During 2015, we reclassified $129.0 million of indefinite lived trademarks and trade names to finite lived trademarks and trade
names as they were determined to have a finite useful life.
55
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Estimated annual amortization expense based upon
intangible assets recognized as of December 31, 2015 for the
years ending December 31, 2016 through 2020 is (in millions):
For the Years Ending December 31,
2016
2017
2018
2019
2020
$559.9
546.2
529.3
516.1
514.4
11. Other Current and Long-term Liabilities
Other current and long-term liabilities consisted of the
following (in millions):
As of December 31,
Other current liabilities:
2015
2014
License and service agreements
$ 144.1
$100.2
Certain claims accrual (Note 20)
Litigation settlement accrual (Note 20)
Forward starting interest rate swaps
Salaries, wages and benefits
Accrued liabilities
50.0
–
–
265.9
725.9
50.0
70.0
59.3
167.7
351.3
Total other current liabilities
$1,185.9
$798.5
Other long-term liabilities:
Long-term income tax payable
Certain claims accrual (Note 20)
Other long-term liabilities
$ 478.1
$189.9
264.6
263.0
307.2
113.8
Total other long-term liabilities
$1,005.7
$610.9
12. Debt
Our debt consisted of the following (in millions):
As of December 31,
Long-term debt
1.450% Senior Notes due 2017
2.000% Senior Notes due 2018
4.625% Senior Notes due 2019
2.700% Senior Notes due 2020
3.375% Senior Notes due 2021
3.150% Senior Notes due 2022
3.550% Senior Notes due 2025
4.250% Senior Notes due 2035
5.750% Senior Notes due 2039
4.450% Senior Notes due 2045
U.S. Term Loan
Japan Term Loan
Other long-term debt
Debt discount
Adjustment related to interest rate swaps
2015
2014
$
500.0
$
1,150.0
500.0
1,500.0
300.0
750.0
2,000.0
500.0
500.0
1,250.0
2,500.0
96.8
4.6
(21.9)
26.8
–
–
500.0
–
300.0
–
–
–
500.0
–
–
98.0
4.9
(1.4)
24.0
Total long-term debt
$11,556.3
$1,425.5
56
At December 31, 2015, our total debt consisted of $8.95
billion aggregate principal amount of our senior notes, a $2.5
billion U.S. term loan (“U.S. Term Loan”), an 11.7 billion
Japanese Yen term loan agreement (“Japan Term Loan”) that
will mature on May 31, 2018, and other debt, debt discount and
fair value adjustments totaling $9.5 million.
The U.S. Term Loan is part of our $4.35 billion credit
agreement (“Credit Agreement”) that contains: (i) a 5-year
unsecured term loan facility in the principal amount of $3.0
billion (the “U.S. Term Loan Facility”), and (ii) a 5-year
unsecured multicurrency revolving facility in the principal
amount of $1.35 billion (the “Multicurrency Revolving
Facility”). The Credit Agreement contains customary
affirmative and negative covenants and events of default for an
unsecured financing arrangement, including, among other
things, limitations on consolidations, mergers and sales of
assets. Financial covenants include a consolidated
indebtedness to consolidated EBITDA ratio of no greater than
5.0 to 1.0 through June 24, 2016 and no greater than 4.5 to 1.0
thereafter. If our credit rating falls below investment grade,
additional restrictions would result, including restrictions on
investments and payment of dividends. We were in compliance
with all covenants under the Credit Agreement as of
December 31, 2015.
On June 24, 2015, we borrowed $3.0 billion under the U.S.
Term Loan Facility to fund a portion of the Biomet merger.
Under the terms of the U.S. Term Loan Facility, starting
September 30, 2015, principal payments are due as follows:
$75.0 million on a quarterly basis during the first three years,
$112.5 million on a quarterly basis during the fourth year, and
$412.5 million on a quarterly basis during the fifth year. In
2015, we paid $500.0 million in principal under the U.S. Term
Loan Facility, resulting in $2.5 billion in outstanding
borrowings as of December 31, 2015. Due to the $500.0 million
of advanced payments in 2015 on the U.S. Term Loan Facility,
we have no quarterly principal obligations in 2016.
Borrowings under the Multicurrency Revolving Facility
may be used for general corporate purposes. There were no
borrowings outstanding under the Multicurrency Revolving
Facility as of December 31, 2015.
Of the total $8.95 billion aggregate principal amount of
senior notes outstanding at December 31, 2015, we issued
$7.65 billion of this amount in March 2015 (the “Merger
Notes”), the proceeds of which were used to finance a portion
of the cash consideration payable in the Biomet merger, pay
merger related fees and expenses and pay a portion of
Biomet’s funded debt. The Merger Notes consist of the
following seven tranches: the 1.450% Senior Notes due 2017,
the 2.000% Senior Notes due 2018, the 2.700% Senior Notes
due 2020, the 3.150% Senior Notes due 2022, the 3.550%
Senior Notes due 2025, the 4.250% Senior Notes due 2035 and
the 4.450% Senior Notes due 2045.
We may, at our option, redeem our senior notes, in whole
or in part, at any time upon payment of the principal, any
applicable make-whole premium, and accrued and unpaid
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
interest to the date of redemption. In addition, the Merger
Notes and the 3.375% Senior Notes due 2021 may be
redeemed at our option without any make-whole premium at
specified dates ranging from one month to six months in
advance of the scheduled maturity date.
Between the Closing Date and June 30, 2015, we repaid
the Biomet senior notes we assumed in the merger. The fair
value of the principal amount plus interest was $2,798.6
million. These senior notes required us to pay a call premium
in excess of the fair value of the notes when they were repaid.
As a result, we recognized $22.0 million in non-operating other
expense related to this call premium.
The estimated fair value of our senior notes as of
December 31, 2015, based on quoted prices for the specific
securities from transactions in over-the-counter markets
(Level 2), was $8,837.5 million. The estimated fair value of the
Japan Term Loan as of December 31, 2015, based upon
publicly available market yield curves and the terms of the
debt (Level 2), was $96.4 million. The carrying value of the
U.S. Term Loan approximates fair value as it bears interest at
short-term variable market rates.
We have entered into interest rate swap agreements
which we designated as fair value hedges of underlying fixed-
rate obligations on our senior notes due 2019 and 2021. See
Note 14 for additional information regarding the interest rate
swap agreements.
We also have available uncommitted credit facilities
totaling $35.8 million.
At December 31, 2015 and 2014, the weighted average
interest rate for our long-term borrowings was 2.9 percent and
3.5 percent, respectively. We paid $207.1 million, $67.5 million
and $68.1 million in interest during 2015, 2014 and 2013,
respectively.
13. Accumulated Other Comprehensive (Loss) Income
OCI refers to certain gains and losses that under GAAP
are included in comprehensive income but are excluded from
net earnings as these amounts are initially recorded as an
adjustment to stockholders’ equity. Amounts in OCI may be
reclassified to net earnings upon the occurrence of certain
events.
Our OCI is comprised of foreign currency translation
adjustments, unrealized gains and losses on cash flow hedges,
unrealized gains and losses on available-for-sale securities, and
amortization of prior service costs and unrecognized gains and
losses in actuarial assumptions on our defined benefit plans.
Foreign currency translation adjustments are reclassified to
net earnings upon sale or upon a complete or substantially
complete liquidation of an investment in a foreign entity.
Unrealized gains and losses on cash flow hedges are
reclassified to net earnings when the hedged item affects net
earnings. Unrealized gains and losses on available-for-sale
securities are reclassified to net earnings if we sell the security
before maturity or if the unrealized loss is considered to be
other-than-temporary. Amounts related to defined benefit
plans that are in OCI are reclassified over the service periods
of employees in the plan. The reclassification amounts are
allocated to all employees in the plans and, therefore, the
reclassified amounts may become part of inventory to the
extent they are considered direct labor costs. See Note 15 for
more information on our defined benefit plans.
The following table shows the changes in the components of OCI, net of tax (in millions):
Balance December 31, 2014
OCI before reclassifications
Reclassifications
Balance December 31, 2015
Foreign
Currency
Translation
Cash
Flow
Hedges
Unrealized
Gains on
Securities
Defined
Benefit
Plan
Items
$ 111.8
(305.2)
–
$ 70.1
52.7
(93.0)
$(0.4)
(0.2)
–
$(143.4)
(30.6)
9.2
$(193.4) $ 29.8
$(0.6)
$(164.8)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table shows the reclassification adjustments from OCI (in millions):
Component of OCI
Cash flow hedges
Foreign exchange forward contracts
Foreign exchange options
Forward starting interest rate swaps
Investments
Realized gains on securities
Defined benefit plans
Prior service cost
Unrecognized actuarial (loss)
Total reclassifications
Amount of Gain / (Loss)
Reclassified from OCI
For the Years Ended December 31,
2015
2014
2013
Location on Statement of Earnings
$122.3
–
(1.3)
$ 33.3
–
–
$ 8.0
(0.2)
–
121.0
28.0
33.3
14.4
7.8
3.4
$ 93.0
$ 18.9
$ 4.4
$
$
–
–
–
–
$ 0.4
$
0.4
–
$ 0.4
$
–
–
–
–
$ 5.6
(20.1)
$ 3.9
(11.1)
$ 3.9
(16.6)
(14.5)
(5.3)
(7.2)
(3.0)
(12.7)
(4.8)
$ (9.2)
$ (4.2)
$ (7.9)
$ 83.8
$ 15.1
$ (3.5)
Cost of products sold
Cost of products sold
Interest expense
Total before tax
Provision for income taxes
Net of tax
Interest income
Total before tax
Provision for income taxes
Net of tax
*
*
Total before tax
Provision for income taxes
Net of tax
Net of tax
* These OCI components are included in the computation of net periodic pension expense (see Note 15).
The following table shows the tax effects on each component of OCI recognized in our consolidated statements of
comprehensive income (in millions):
For the Years Ended December 31,
2015
2014
2013
2015
2014
2013
2015
2014
2013
Before Tax
Tax
Net of Tax
Foreign currency cumulative translation adjustments
Unrealized cash flow hedge gains
Reclassification adjustments on foreign currency hedges
Reclassification adjustments on securities
Unrealized gains/(losses) on securities
Adjustments to prior service cost and unrecognized actuarial
$(305.2) $(223.1) $(35.0) $
60.5
(33.3)
(0.4)
(0.5)
59.1
(121.0)
–
(0.2)
63.6
(7.8)
–
0.1
–
6.4
(28.0)
–
–
$
–
4.6
(14.4)
–
–
$
–
30.2
(3.4)
–
–
$(305.2) $(223.1) $(35.0)
33.4
(4.4)
–
0.1
52.7
(93.0)
–
(0.2)
55.9
(18.9)
(0.4)
(0.5)
assumptions
(25.0)
(104.8)
50.3
(3.6)
(29.0)
11.8
(21.4)
(75.8)
38.5
Total Other Comprehensive (Loss) Income
$(392.3) $(301.6) $ 71.2
$(25.2) $(38.8) $38.6
$(367.1) $(262.8) $ 32.6
14. Derivative Instruments and Hedging Activities
We are exposed to certain market risks relating to our
ongoing business operations, including foreign currency
exchange rate risk, commodity price risk, interest rate risk and
credit risk. We manage our exposure to these and other
market risks through regular operating and financing
activities. Currently, the only risks that we manage through
the use of derivative instruments are interest rate risk and
foreign currency exchange rate risk.
Interest Rate Risk
Derivatives Designated as Fair Value Hedges
We use interest rate derivative instruments to manage our
exposure to interest rate movements by converting fixed-rate
debt into variable-rate debt. Under these agreements, we
agree to exchange, at specified intervals, the difference
between fixed and variable interest amounts calculated by
reference to an agreed-upon notional principal amount. The
objective of the instruments is to more closely align interest
expense with interest income received on cash and cash
equivalents. These derivative instruments are designated as
fair value hedges under GAAP. Changes in the fair value of the
derivative instrument are recorded in current earnings and are
offset by gains or losses on the underlying debt instrument.
We have multiple fixed-to-variable interest rate swap
agreements that we have designated as fair value hedges of
the fixed interest rate obligations on our 4.625% Senior Notes
due 2019 and 3.375% Senior Notes due 2021. The total
notional amounts are $250.0 million and $300.0 million for the
4.625% Senior Notes due 2019 and 3.375% Senior Notes due
58
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2021, respectively. On the interest rate swap agreements for
the 4.625% Senior Notes due 2019, we receive a fixed interest
rate of 4.625 percent and pay variable interest equal to the
three-month LIBOR plus an average of 133 basis points. On the
interest rate swap agreements for the 3.375% Senior Notes due
2021, we receive a fixed interest rate of 3.375 percent and pay
variable interest equal to the three-month LIBOR plus an
average of 99 basis points.
Derivatives Designated as Cash Flow Hedges
In 2014, we entered into forward starting interest rate
swaps that were designated as cash flow hedges of the thirty
year tranche of senior notes we expected to issue in 2015. The
forward starting interest rate swaps mitigated the risk of
changes in interest rates prior to the completion of the Merger
Notes offering. The total notional amounts of the forward
starting interest rate swaps were $1 billion and settled in
March 2015 at a loss of $97.6 million. The loss will be
recognized using the effective interest rate method over the
maturity period of the 4.450% Senior Notes due 2045.
Foreign Currency Exchange Rate Risk
We operate on a global basis and are exposed to the risk
that our financial condition, results of operations and cash
flows could be adversely affected by changes in foreign
currency exchange rates. To reduce the potential effects of
foreign currency exchange rate movements on net earnings,
we enter into derivative financial instruments in the form of
foreign currency exchange forward contracts and options with
major financial institutions. We are primarily exposed to
foreign currency exchange rate risk with respect to
transactions and net assets denominated in Euros, Swiss
Francs, Japanese Yen, British Pounds, Canadian Dollars,
Australian Dollars, Korean Won, Swedish Krona, Czech
Koruna, Thai Baht, Taiwan Dollars, South African Rand,
Russian Rubles and Indian Rupees. We do not use derivative
financial instruments for trading or speculative purposes.
Derivatives Designated as Cash Flow Hedges
Our revenues are generated in various currencies
throughout the world. However, a significant amount of our
inventory is produced in U.S. Dollars. Therefore, movements in
foreign currency exchange rates may have different
proportional effects on our revenues compared to our cost of
products sold. To minimize the effects of foreign currency
exchange rate movements on cash flows, we hedge
intercompany sales of inventory expected to occur within the
next 30 months with foreign currency exchange forward
contracts and options. We designate these derivative
instruments as cash flow hedges.
We perform quarterly assessments of hedge effectiveness
by verifying and documenting the critical terms of the hedge
instrument and that forecasted transactions have not changed
significantly. We also assess on a quarterly basis whether there
have been adverse developments regarding the risk of a
counterparty default. For derivatives which qualify as hedges
of future cash flows, the effective portion of changes in fair
value is temporarily recorded in other comprehensive income
and then recognized in cost of products sold when the hedged
item affects net earnings. The ineffective portion of a
derivative’s change in fair value, if any, is immediately reported
in cost of products sold. On our consolidated statement of cash
flows, the settlements of these cash flow hedges are
recognized in operating cash flows.
For foreign currency exchange forward contracts and
options outstanding at December 31, 2015, we had obligations
to purchase U.S. Dollars and sell Euros, Japanese Yen, British
Pounds, Canadian Dollars, Australian Dollars, Korean Won,
Swedish Krona, Czech Koruna, Thai Baht, Taiwan Dollars,
South African Rand, Russian Rubles and Indian Rupees and
obligations to purchase Swiss Francs and sell U.S. Dollars.
These derivatives mature at dates ranging from January 2016
through June 2018. As of December 31, 2015, the notional
amounts of outstanding forward contracts and options entered
into with third parties to purchase U.S. Dollars were $1,427.5
million. As of December 31, 2015, the notional amounts of
outstanding forward contracts and options entered into with
third parties to purchase Swiss Francs were $307.2 million.
Derivatives Not Designated as Hedging Instruments
We enter into foreign currency forward exchange
contracts with terms of one month to manage currency
exposures for monetary assets and liabilities denominated in a
currency other than an entity’s functional currency. As a
result, any foreign currency re-measurement gains/losses
recognized in earnings are generally offset with gains/losses on
the foreign currency forward exchange contracts in the same
reporting period. Starting in 2015, the net amount of these
offsetting gains/losses is recorded in other expense. In prior
periods, the net amount was recorded in cost of products sold
and was not material. Prior periods have been reclassified to
conform to the 2015 presentation. These contracts are settled
on the last day of each reporting period. Therefore, there is no
outstanding balance related to these contracts recorded on the
balance sheet as of the end of the reporting period. The
notional amounts of these contracts are typically in a range of
$1.5 billion to $2.0 billion per quarter.
59
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Income Statement Presentation
Derivatives Designated as Fair Value Hedges
Derivative instruments designated as fair value hedges had the following effects on our consolidated statements of earnings (in
millions):
Derivative Instrument
Interest rate swaps
Gain /(Loss) on Instrument
Gain /(Loss) on Hedged Item
Year Ended December 31,
Year Ended December 31,
Location on Statement of Earnings
2015
2014
2013
2015
2014
2013
Interest expense
$2.8
$14.7
$(24.6)
$(2.8) $(14.7) $24.6
We had no ineffective fair value hedging instruments nor any amounts excluded from the assessment of hedge effectiveness
during the years ended December 31, 2015, 2014 and 2013.
Derivatives Designated as Cash Flow Hedges
Derivative instruments designated as cash flow hedges had the following effects, before taxes, on OCI and net earnings on our
consolidated statements of earnings, consolidated statements of comprehensive income and consolidated balance sheets (in
millions):
Amount of Gain / (Loss)
Recognized in OCI
Year Ended December 31,
Amount of Gain / (Loss)
Reclassified from OCI
Year Ended December 31,
Derivative Instrument
2015
2014
2013
Location on Statement of Earnings
2015
2014
2013
Foreign exchange forward contracts
$ 97.4
$119.8
$63.9
Cost of products sold
$122.3
$33.3
$ 8.0
Foreign exchange options
–
–
(0.3)
Forward starting interest rate swaps
(38.3)
(59.3)
–
Cost of products sold
–
Interest expense
(1.3)
–
–
(0.2)
–
$ 59.1
$ 60.5
$63.6
$121.0
$33.3
$ 7.8
The net amount recognized in earnings during the years ended December 31, 2015, 2014 and 2013 due to ineffectiveness and
amounts excluded from the assessment of hedge effectiveness were not significant.
The fair value of outstanding derivative instruments designated as cash flow hedges and recorded on the balance sheet at
December 31, 2015, together with settled derivatives where the hedged item has not yet affected earnings, was a net unrealized
gain of $26.1 million, or $29.8 million after taxes, which is deferred in accumulated other comprehensive income. Of the net
unrealized gain, $101.4 million, or $76.7 million after taxes, is expected to be reclassified to earnings in cost of products sold and a
loss of $1.7 million, or $1.1 million after taxes, is expected to be reclassified to earnings in interest expense over the next twelve
months.
Derivatives Not Designated as Hedging Instruments
The following gains from these derivative instruments were recognized on our consolidated statements of earnings (in
millions):
Derivative Instrument
Foreign exchange forward contracts
Location on
Year Ended December 31,
Statement of Earnings
2015
2014
2013
Other expense, net
$28.8
$15.3
$–
This impact does not include any offsetting gains/losses recognized in earnings as a result of foreign currency remeasurement
of monetary assets and liabilities denominated in a currency other than an entity’s functional currency.
60
Z I M M E R BI OM E T HOL D I NG S , I NC .
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Balance Sheet Presentation
As of December 31, 2015 and December 31, 2014, all derivative instruments designated as fair value hedges and cash flow
hedges are recorded at fair value on the balance sheet. On our consolidated balance sheets, we recognize individual forward
contracts and options with the same counterparty on a net asset/liability basis if we have a master netting agreement with the
counterparty. Under these master netting agreements, we are able to settle derivative instrument assets and liabilities with the
same counterparty in a single transaction, instead of settling each derivative instrument separately. We have master netting
agreements with all of our counterparties.
The fair value of derivative instruments on a gross basis is as follows (in millions):
Asset Derivatives
Foreign exchange forward contracts
Foreign exchange forward contracts
Interest rate swaps
Total asset derivatives
Liability Derivatives
As of December 31, 2015
As of December 31, 2014
Balance Sheet Location
Fair
Value
Balance Sheet Location
Fair
Value
Other current assets
$100.5
Other current assets
$ 98.7
Other assets
Other assets
19.8
26.8
$147.1
Other assets
Other assets
53.1
24.0
$175.8
Foreign exchange forward contracts
Other current liabilities
$ 16.7
Other current liabilities
$ 16.4
Forward starting interest rate swaps
Foreign exchange forward contracts
Total liability derivatives
Other current liabilities
Other long-term liabilities
–
8.3
$ 25.0
Other current liabilities
Other long-term liabilities
59.3
11.6
$ 87.3
The table below presents the effects of our master netting agreements on our consolidated balance sheets (in millions):
Description
Asset Derivatives
Cash flow hedges
Cash flow hedges
Liability Derivatives
Cash flow hedges
Cash flow hedges
15. Retirement Benefit Plans
As of December 31, 2015
As of December 31, 2014
Location
Gross
Amount
Offset
Net Amount
in Balance
Sheet
Gross
Amount
Offset
Net Amount
in Balance
Sheet
Other current assets
$100.5
$16.3
Other assets
19.8
7.1
$84.2
12.7
$98.7
$15.9
53.1
10.4
$82.8
42.7
Other current liabilities
Other long-term liabilities
16.7
8.3
16.3
7.1
0.4
1.2
16.4
11.6
15.9
10.4
0.5
1.2
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 foreign 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Defined Benefit Plans
The components of net pension expense for our defined benefit retirement plans were as follows (in millions):
For the Years Ended December 31,
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service cost
Amortization of unrecognized actuarial loss
Net periodic benefit cost
U.S. and Puerto Rico
Foreign
2015
2014
2013
2015
2014
2013
$ 11.8
$ 10.9
$ 11.9
$ 18.9
$ 14.7
$16.1
15.8
15.5
13.2
8.8
9.2
(31.8)
(30.8)
(28.7)
(13.9)
(11.0)
(3.7)
17.4
(2.6)
10.6
(2.6)
14.8
(1.9)
(1.3)
2.7
0.5
5.6
(6.7)
(1.3)
1.8
$ 9.5
$ 3.6
$ 8.6
$ 14.6
$ 12.1
$15.5
The weighted average actuarial assumptions used to determine net pension expense for our defined benefit retirement plans
were as follows:
For the Years Ended December 31,
Discount rate
Rate of compensation increase
Expected long-term rate of return on plan assets
U.S. and Puerto Rico
Foreign
2015
2014
2013
2015
2014
2013
4.56% 4.98% 4.32% 1.94% 2.46% 2.13%
3.29% 3.29% 3.29% 2.00% 1.48% 2.29%
7.75% 7.75% 7.75% 3.05% 2.88% 2.74%
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. Beginning in
2016, we will change the method used to estimate the service and interest costs for pension and postretirement benefits. The new
method utilizes a full yield curve approach to estimate service and interest costs by applying specific spot rates along the yield
curve used to determine the benefit obligation of relevant projected cash outflows. Historically, we utilized a single weighted-
average discount rate applied to projected cash outflows. We made the change to provide a more precise measurement of service
and interest costs by aligning the timing of the plan’s liability cash flows to the corresponding spot rate on the yield curve. The
change does not impact the measurement of the plan’s obligations. We will account for this change as a change in accounting
estimate.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Changes in projected benefit obligations and plan assets were (in millions):
For the Years Ended December 31,
Projected benefit obligation – beginning of year
Obligation assumed from Biomet
Service cost
Interest cost
Plan amendments
Employee contributions
Benefits paid
Actuarial (gain) loss
Expenses paid
Settlement
Translation (gain) loss
Projected benefit obligation – end of year
Plan assets at fair market value – beginning of year
Assets contributed by Biomet
Actual return on plan assets
Employer contributions
Employee contributions
Plan amendments
Benefits paid
Expenses paid
Translation gain (loss)
Plan assets at fair market value – end of year
Funded status
Amounts recognized in consolidated balance sheet:
Prepaid pension
Short-term accrued benefit liability
Long-term accrued benefit liability
Net amount recognized
U.S. and Puerto Rico
Foreign
2015
2014
2015
2014
$386.6
$316.7
$423.7
$371.5
–
11.8
15.8
(21.9)
–
–
159.4
10.9
15.5
–
–
18.9
8.8
–
16.9
–
14.7
9.2
(7.0)
18.5
(12.3)
(10.0)
(24.1)
(22.6)
(4.9)
53.5
(18.9)
77.9
–
–
–
–
–
–
(0.3)
(0.2)
(0.2)
–
(15.6)
(38.3)
$375.1
$386.6
$568.6
$423.7
$402.2
$398.6
$385.4
$372.3
–
–
129.4
(16.6)
0.8
–
–
10.9
2.7
–
–
(4.0)
14.8
16.9
(0.2)
–
38.0
14.7
18.5
–
(12.3)
(10.0)
(24.1)
(22.6)
–
–
–
–
(0.3)
(0.2)
(12.3)
(35.3)
$374.1
$402.2
$505.6
$385.4
$ (1.0) $ 15.6
$(63.0) $(38.3)
$ 14.6
$ 29.4
$ 16.5
$ 12.4
(1.0)
(0.7)
(0.6)
(0.5)
(14.6)
(13.1)
(78.9)
(50.2)
$ (1.0) $ 15.6
$(63.0) $(38.3)
We estimate the following amounts recorded as part of accumulated other comprehensive income will be recognized as part of
our net pension expense during 2016 (in millions):
Unrecognized prior service cost
Unrecognized actuarial loss
U.S. and
Puerto Rico
Foreign
$ (5.9)
$(1.9)
17.1
2.9
$11.2
$ 1.0
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Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The weighted average actuarial assumptions used to determine the projected benefit obligation for our defined benefit
retirement plans were as follows:
For the Years Ended December 31,
Discount rate
Rate of compensation increase
U.S. and Puerto Rico
Foreign
2015
2014
2013
2015
2014
2013
4.36% 4.10% 4.98% 1.86% 1.38% 2.45%
3.29% 3.29% 3.29% 2.02% 1.43% 1.52%
Plans with projected benefit obligations in excess of plan assets were as follows (in millions):
As of December 31,
Projected benefit obligation
Plan assets at fair market value
U.S. and Puerto Rico
Foreign
2015
2014
2015
2014
$53.8
$54.6
$393.4
$365.2
38.2
40.8
319.6
315.0
Total accumulated benefit obligations and plans with accumulated benefit obligations in excess of plan assets were as follows
(in millions):
As of December 31,
Total accumulated benefit obligations
Plans with accumulated benefit obligations in excess of plan assets:
Accumulated benefit obligation
Plan assets at fair market value
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,
2016
2017
2018
2019
2020
2021-2025
U.S. and
Puerto Rico
14.3
15.8
17.3
19.1
20.6
Foreign
22.4
22.5
23.0
24.0
23.9
118.4
125.2
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 40 to 45 percent for equity securities, 30 to 35 percent
for debt securities and 20 to 25 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.
U.S. and Puerto Rico
Foreign
2015
2014
2015
2014
$354.6
$337.5
$556.8
$413.1
34.8
20.6
32.8
22.0
380.1
314.9
358.6
315.0
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.
Our benefits committee, along with our investment advisor,
monitor compliance with and administer the investment policy
statement and the plans’ assets and oversee the general
investment strategy and objectives of the plans. Our 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 foreign based plans vary
according to the plan provisions and local laws. The majority
of the assets in foreign 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.
64
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The fair value of our U.S. and Puerto Rico pension plan
The fair value of our foreign pension plan assets was as
assets by asset category was as follows (in millions):
follows (in millions):
As of December 31, 2015
As of December 31, 2015
Fair Value Measurements at Reporting Date Using:
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
Equity securities:
U.S. large-cap
U.S. small-cap
International
Real estate
Commodity-linked mutual
funds
Intermediate fixed income
securities
Total
$
2.5
$ 2.5
$ —
$—
79.2
25.6
93.2
27.0
16.4
130.2
—
—
—
—
—
—
$374.1
$ 2.5
79.2
25.6
93.2
27.0
16.4
130.2
$371.6
—
—
—
—
—
—
$—
As of December 31, 2014
Fair Value Measurements at Reporting Date Using:
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Asset Category
Total
Cash and cash equivalents
Equity securities:
U.S. large-cap
U.S. small-cap
International
Real estate
Commodity-linked mutual
funds
Intermediate fixed income
securities
Total
$
1.4
$ 1.4
$ —
$—
83.7
23.0
83.0
49.1
36.0
126.0
—
—
—
—
—
—
$402.2
$ 1.4
83.7
23.0
83.0
49.1
36.0
126.0
$400.8
—
—
—
—
—
—
$—
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
Equity securities:
Energy
Materials
Industrials
Consumer discretionary
Consumer staples
Healthcare
Financials
Information technology
Telecommunication
services
Utilities
Other
Fixed income securities:
Government bonds
Corporate bonds
Asset-backed securities
Other debt
Other types of investments:
Mortgage loans
Insurance contracts
Other investments
Real estate
Total
$ 34.0
$ 34.0
$ —
$ —
4.7
6.7
8.2
6.3
8.5
8.6
17.4
5.7
2.0
3.3
80.7
104.0
74.5
14.8
11.3
9.8
5.8
14.7
84.6
4.7
6.7
8.2
6.3
8.5
8.6
17.4
5.7
2.0
3.3
40.6
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
40.1
104.0
74.5
14.8
11.3
9.8
5.8
14.7
10.7
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
73.9
$505.6
$146.0
$285.7
$73.9
65
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
$ 31.0
$ 31.0
$ —
$ —
Beginning Balance
As of December 31, 2014
Fair Value Measurements at Reporting Date Using:
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Asset Category
Total
Cash and cash equivalents
Equity securities:
Energy
Materials
Industrials
Consumer discretionary
Consumer staples
Healthcare
Financials
Information technology
Telecommunication
services
Utilities
Other
Fixed income securities:
Government bonds
Corporate bonds
Asset-backed securities
Other debt
Other types of investments:
Mortgage loans
Insurance contracts
Other investments
Real estate
Total
4.7
7.1
7.5
6.5
7.5
6.8
16.3
4.9
2.0
3.4
36.7
72.5
58.9
22.0
1.7
9.2
6.1
12.0
68.6
4.7
7.1
7.5
6.5
7.5
6.8
16.3
4.9
2.0
3.4
34.5
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2.2
72.5
58.9
22.0
1.7
9.2
6.1
12.0
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
68.6
$385.4
$132.2
$184.6
$68.6
As of December 31, 2015 and 2014, our defined benefit
pension plans’ assets did not hold any direct investment in
Zimmer Biomet 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.
66
The following table provides a reconciliation of the
beginning and ending balances of our foreign pension plan
assets measured at fair value that used significant
unobservable inputs (Level 3) (in millions):
Gains on assets sold
Change in fair value of assets
Net purchases and sales
Translation loss
Ending Balance
December 31, 2015
$68.6
0.2
2.2
3.5
(0.6)
$73.9
We expect that we will have no legally required minimum
funding requirements in 2016 for the qualified U.S. and Puerto
Rico defined benefit retirement plans, nor do we expect to
voluntarily contribute to these plans during 2016.
Contributions to foreign defined benefit plans are estimated to
be $15.1 million in 2016. 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 $40.2 million, $32.8
million and $29.6 million related to these plans for the years
ended December 31, 2015, 2014 and 2013, respectively.
16.
Income Taxes
The components of earnings before income taxes
consisted of the following (in millions):
For the Years Ended December 31,
2015
2014
2013
United States operations
$(246.2) $403.3
$ 412.4
Foreign operations
399.4
536.1
595.7
Total
$ 153.2
$939.4
$1,008.1
The provision for income taxes and the income taxes paid
consisted of (in millions):
Current:
Federal
State
Foreign
Deferred:
Federal
State
Foreign
$ 55.8
$178.2
$ 207.2
18.9
96.3
171.0
16.5
116.0
310.7
(120.6)
(54.8)
(20.0)
(6.6)
(23.4)
(29.1)
20.8
127.7
355.7
(91.8)
(8.4)
(26.0)
(164.0)
(90.5)
(126.2)
Provision for income taxes
$
7.0
$220.2
$ 229.5
Income taxes paid
$ 193.6
$340.1
$ 272.3
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A reconciliation of the U.S. statutory income tax rate to
The components of deferred taxes consisted of the
our effective tax rate is as follows:
following (in millions):
For the Years Ended December 31,
2015
2014
2013
As of December 31,
2015
2014
U.S. statutory income tax rate
35.0% 35.0% 35.0%
Deferred tax assets:
State taxes, net of federal deduction
(2.4)
0.7
0.8
Inventory
$
159.7
$ 275.1
Tax impact of foreign operations,
including foreign tax credits
Change in valuation allowance
Non-deductible expenses
Tax impact of certain significant
transactions
Tax benefit relating to U.S.
manufacturer’s deduction and
export sales
R&D credit
Other
(40.2) (11.7) (12.1)
(3.7)
2.4
–
–
–
–
21.6
1.4
1.6
Net operating loss carryover
Tax credit carryover
Capital loss carryover
Accrued liabilities
Share-based compensation
Accounts receivable
Unremitted earnings of foreign subsidiaries
(6.2)
(1.9)
(1.8)
Other
(2.5)
(0.2)
(0.6)
0.6
0.1
(0.1)
Total deferred tax assets
Less: Valuation allowances
Effective income tax rate
4.6% 23.4% 22.8%
Total deferred tax assets after valuation
117.4
207.8
4.2
190.2
59.0
23.7
–
133.6
116.9
185.5
7.4
106.7
59.9
–
32.3
50.3
895.6
834.1
(72.7)
(122.8)
822.9
711.3
$ (144.6) $(104.3)
(2,337.2)
(95.9)
Our operations in Puerto Rico and Switzerland benefit
from various tax incentive grants. These grants expire
between fiscal years 2019 and 2029.
Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts
used for income tax purposes. Valuation allowances are
recorded to reduce deferred income tax assets when it is more
likely than not that an income tax benefit will not be realized.
allowances
Deferred tax liabilities:
Fixed assets
Intangible assets
Unremitted earnings of foreign subsidiaries
(1,374.8)
Other
(4.3)
–
–
Total deferred tax liabilities
(3,860.9)
(200.2)
Total net deferred income taxes
$(3,038.0) $ 511.1
Net operating loss carryovers are available to reduce
future federal, state and foreign taxable earnings. At
December 31, 2015, $103.9 million of these net operating loss
carryovers generally expire within a period of 1 to 20 years
and $13.5 million of these net operating loss carryovers have
an indefinite life. Valuation allowances for net operating loss
carryovers have been established in the amount of $47.0
million and $99.0 million at December 31, 2015 and 2014,
respectively.
Deferred tax assets related to tax credit carryovers are
available to offset future federal, state and foreign tax
liabilities. At December 31, 2015, the Company’s total tax
credit carryovers of $207.8 million generally expire within a
period of 1 to 10 years. Valuation allowances for certain tax
credit carryovers have been established in the amount of $14.4
million and $11.5 million at December 31, 2015 and 2014,
respectively.
67
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Deferred tax assets related to capital loss carryovers are
also available to reduce future federal capital gains. At
December 31, 2015, the Company’s capital loss carryovers of
$4.2 million generally expire within a period of 2 to 4 years.
Valuation allowances for certain capital loss carryovers have
been established in the amount of $4.2 million and $7.4 million
at December 31, 2015 and 2014, respectively. The remaining
valuation allowances booked against deferred tax assets of
$7.1 million and $4.9 million at December 31, 2015 and 2014,
respectively, relate primarily to intangible assets and potential
capital losses that management believes, more likely than not,
will not be realized.
At December 31, 2015, we had an aggregate of
approximately $3,853 million of unremitted earnings of foreign
subsidiaries that have been, or are intended to be, indefinitely
reinvested for continued use in foreign operations. If the total
undistributed earnings of foreign subsidiaries were remitted, a
significant amount of the additional tax would be offset by the
allowable foreign tax credits. It is not practical for us to
determine the additional tax related to remitting these earnings.
The following is a tabular reconciliation of the total
France, Germany, Ireland, Italy, Japan, Luxembourg, the
Netherlands, Puerto Rico, Spain, Switzerland, the United
Kingdom and the United States.
Our U.S. Federal income tax returns have been audited
through 2009 and are currently under audit for years 2010-
2014. The IRS has proposed adjustments for years 2005-2009,
reallocating profits between certain of our U.S. and foreign
subsidiaries. We have disputed these adjustments and intend to
continue to vigorously defend our positions. For years 2005-
2007, we have filed a petition with the U.S. Tax Court. For
years 2008-2009, we are pursuing resolution through the IRS
Administrative Appeals Process. The acquired Biomet
consolidation group has been audited through financial year
2008.
State income tax returns are generally subject to
examination for a period of 3 to 5 years after filing of the
respective return. The state impact of any federal changes
generally remains subject to examination by various states for a
period of up to one year after formal notification to the states.
We have various state income tax return positions in the
process of examination, administrative appeals or litigation.
amounts of unrecognized tax benefits (in millions):
In other major jurisdictions, open years are generally 2008
For the Years Ended December 31,
2015
2014
2013
Balance at January 1
Increase related to the merger*
Increases related to prior periods
Decreases related to prior periods
$321.7
$311.0
$293.9
247.6
1.3
–
–
0.9
–
16.5
(3.8)
(17.3)
Increases related to current period
25.7
18.3
20.8
Decreases related to settlements with
taxing authorities
(1.4)
(3.0)
(2.9)
Decreases related to lapse of statute of
limitations
(3.0)
(1.7)
–
Balance at December 31
$591.9
$321.7
$311.0
Amounts impacting effective tax rate, if
recognized balance at December 31*
$526.6
$186.3
$191.2
* Subject to change during measurement period of the merger.
We recognize accrued interest and penalties related to
unrecognized tax benefits as income tax expense. During 2015,
we accrued interest and penalties of $4.8 million, and as of
December 31, 2015, had a recognized liability for interest and
penalties of $82.9 million, which included a $29.8 million increase
from December 31, 2014 related to the Biomet merger.
During 2014, we accrued interest and penalties of $5.9
million, and as of December 31, 2014, had recognized a liability
for interest and penalties of $48.3 million. During 2013, we
accrued interest and penalties of $8.1 million, and as of
December 31, 2013, had recognized a liability for interest and
penalties of $42.4 million.
We operate on a global basis and are subject to
examinations by taxing authorities throughout the world,
including major jurisdictions such as: Australia, Canada, China,
68
or later.
The net amount of tax liability for unrecognized tax
benefits may change within the next twelve months due to
changes in audit status, expiration of statutes of limitations,
settlements of tax assessments and other events which could
impact our determination of unrecognized tax benefits.
Currently, we cannot reasonably estimate the amount by which
our unrecognized tax benefits will change.
17. Capital Stock and Earnings per Share
We are authorized to issue 250.0 million shares of
preferred stock, none of which were issued or outstanding as
of December 31, 2015.
The numerator for both basic and diluted earnings per
share is net earnings available to common stockholders. The
denominator for basic earnings per share is the weighted
average number of common shares outstanding during the
period. The denominator for diluted earnings per share is
weighted average shares outstanding adjusted for the effect of
dilutive stock options and other equity awards. The following is
a reconciliation of weighted average shares for the basic and
diluted share computations (in millions):
For the Years Ended December 31,
2015
2014
2013
Weighted average shares outstanding
for basic net earnings per share
Effect of dilutive stock options and
other equity awards
Weighted average shares outstanding
for diluted net earnings per share
187.4
169.0
169.6
2.4
2.7
2.2
189.8
171.7
171.8
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the years ended December 31, 2015 and 2013, an
average of 0.5 million and 3.1 million options, respectively, to
purchase shares of common stock were not included in the
computation of diluted earnings per share as the exercise
prices of these options were greater than the average market
price of the common stock. In the year ended December 31,
2014, all outstanding options to purchase shares of common
stock were included in the computation of diluted earnings per
share as the exercise prices of all options were less than the
average market price of the common stock.
During 2015, we repurchased 1.4 million shares of our
common stock at an average price of $106.01 per share for a
total cash outlay of $150.0 million, including commissions.
18. Segment Data
We design, manufacture and market orthopaedic
reconstructive products; sports medicine, biologics,
extremities and trauma products; spine, bone healing,
craniomaxillofacial and thoracic products; dental implants; and
related surgical products. Due to the Biomet merger, we
changed our senior management organizational structure
which has resulted in a change to our operating segments. We
now allocate resources to achieve our operating profit goals
through seven operating segments. Our operating segments
are comprised of both geographic and product category
business units. The geographic operating segments are the
Americas, which is comprised principally of the U.S. and
includes other North, Central and South American markets;
EMEA, which is comprised principally of Europe and includes
the Middle East and African markets; and Asia Pacific, which
is comprised primarily of Japan and includes other Asian and
Pacific markets. The product category operating segments are
Americas Spine, Bone Healing, CMF and Dental. The
geographic operating segments include results from all of our
product categories except those in the product category
operating segments. The Bone Healing, CMF and Dental
product category operating segments reflect those respective
product category results from all regions, whereas the
Americas Spine operating segment only includes spine
product results from the Americas.
As it relates to the geographic operating segments,
management evaluates performance based upon segment
operating profit exclusive of operating expenses pertaining to
inventory step-up and certain other inventory and
manufacturing related charges, “Certain claims,” goodwill
impairment, intangible asset amortization, “Special items,” and
global operations and corporate functions. Global operations
and corporate functions include research, development
engineering, medical education, brand management, corporate
legal, finance and human resource functions, manufacturing
operations and logistics and share-based payment expense. As
it relates to each product category operating segment,
research, development engineering, medical education, brand
management and other various costs that are specific to the
product category operating segment’s operations are reflected
in its operating profit results. Due to these additional costs
included in the product category operating segments,
profitability metrics between the geographic operating
segments and product category operating segments are not
comparable. Intercompany transactions have been eliminated
from segment operating profit.
Management reviews accounts receivable, inventory, and
property, plant and equipment assets by reportable segment
exclusive of manufacturing operations and logistics and
corporate assets.
These seven operating segments are the basis for our
reportable segment information provided below. The four
product category operating segments are individually
insignificant to our consolidated results and therefore do not
constitute a reporting segment either individually or
combined. For presentation purposes, these product category
operating segments have been aggregated. Prior period
reportable segment financial information has been restated to
conform to the current period.
69
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Net sales and other information by segment is as follows (in millions):
Product
Category
Operating
Segments
Asia
Pacific
Global
Operations
and
Corporate
Functions
Total
Americas
EMEA
$3,109.4
110.0
$1,302.9
61.1
$881.6
37.9
$703.9
21.0
$
–
482.4
$ 5,997.8
712.4
1,647.0
445.3
421.9
167.9
(689.1)
1,993.0
(348.8)
(337.4)
(7.7)
(619.1)
(212.7)
467.3
1,525.0
1,382.2
642.4
788.3
22,881.6
27,219.5
1.6
21.7
0.2
3.4
4.7
9.0
22.8
4.6
237.1
129.0
266.4
167.7
$2,320.2
$1,189.1
$789.2
$374.8
$
–
$ 4,673.3
70.5
46.0
30.2
1,215.4
435.6
371.0
7.5
76.5
221.6
375.8
(569.8)
1,528.7
(36.3)
(92.5)
(21.5)
(61.9)
(279.2)
1,037.3
9,658.0
197.4
144.9
1,012.0
924.0
380.3
295.1
7,046.6
0.2
8.6
0.1
2.1
6.0
9.1
16.3
2.6
174.8
122.5
$2,347.6
62.6
$1,134.0
48.2
$771.9
30.0
$369.9
7.7
$
–
210.0
$ 4,623.4
358.5
1,293.5
401.2
335.6
79.9
(617.1)
1,493.1
(88.7)
(78.5)
(47.0)
–
(210.3)
1,068.6
9,595.0
192.9
100.0
947.9
974.5
375.9
322.9
6,973.8
0.2
8.7
0.3
1.2
6.5
7.6
14.9
4.6
171.0
77.9
As of and for the Year Ended December 31, 2015
Net sales
Depreciation and amortization
Segment operating profit
Inventory step-up and certain other inventory and manufacturing related
charges
Intangible asset amortization
Certain claims
Special items
Biomet merger related
Other special items
Operating profit
Total assets
Additions to instruments
Additions to other property, plant and equipment
As of and for the Year Ended December 31, 2014
Net sales
Depreciation and amortization
Segment operating profit
Inventory step-up and certain other inventory and manufacturing related
charges
Intangible asset amortization
Certain claims
Special items
Biomet merger related
Other special items
Operating profit
Total assets
Additions to instruments
Additions to other property, plant and equipment
As of and for the Year Ended December 31, 2013
Net sales
Depreciation and amortization
Segment operating profit
Inventory step-up and certain other inventory and manufacturing related
charges
Intangible asset amortization
Certain claims
Special items
Biomet merger related
Other special items
Operating profit
Total assets
Additions to instruments
Additions to other property, plant and equipment
70
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For segment reporting purposes, deployed instruments
are included in the measurement of reportable segment assets
while undeployed instruments at manufacturing operations
and logistics are included in global operations and corporate
functions. The majority of instruments are purchased by
manufacturing operations and logistics and are deployed to the
reportable segments as needed for the business. Therefore, the
reportable segment assets include deployed instruments even
though that reportable segment may not report the instrument
addition.
We conduct business in the following countries that hold
10 percent or more of our total consolidated Property, plant
and equipment, net:
As of December 31,
United States
Switzerland
Other countries
2015
2014
2013
$1,188.6
$ 794.4
$ 737.6
200.9
673.1
198.7
292.2
211.5
280.4
Property, plant and equipment, net
$2,062.6
$1,285.3
$1,229.5
U.S. sales were $3,447.2 million, $2,397.9 million and
$2,418.2 million for the years ended December 31, 2015, 2014
and 2013, respectively. Sales within any other individual
country were less than 10 percent of our consolidated sales in
each of those years. Sales are attributable to a country based
upon the customer’s country of domicile.
Net sales by product category are as follows (in millions):
For the Years Ended December 31,
2015
2014
2013
Knees
Hips
S.E.T.
Dental
Spine & CMF
Other
Total
19. Leases
$2,276.8
$1,895.2
$1,862.2
1,537.2
1,326.4
1,330.5
1,214.9
335.7
404.4
228.8
863.2
242.8
207.2
138.5
847.2
239.3
202.3
141.9
5,997.8
4,673.3
4,623.4
Total rent expense for the years ended December 31,
2015, 2014 and 2013 aggregated $60.1 million, $48.4 million
and $49.2 million, respectively.
Future minimum rental commitments under non-
cancelable operating leases in effect as of December 31, 2015
were (in millions):
For the Years Ending December 31,
2016
2017
2018
2019
2020
Thereafter
$59.1
44.7
33.9
26.4
21.8
45.9
20. Commitments and Contingencies
On a quarterly and annual basis, we review relevant
information with respect to loss contingencies and update our
accruals, disclosures and estimates of reasonably possible
losses or ranges of loss based on such reviews. We establish
liabilities for loss contingencies when it is probable that a loss
has been incurred and the amount of the loss can be
reasonably estimated. For matters where a loss is believed to
be reasonably possible, but not probable, no accrual has been
made.
Litigation
Durom® Cup-related claims: On July 22, 2008, we
temporarily suspended marketing and distribution of the
Durom Cup in the U.S. Subsequently, a number of product
liability lawsuits were filed against us in various U.S. and
foreign jurisdictions. The plaintiffs seek damages for personal
injury, and they generally allege that the Durom Cup contains
defects that result in complications and premature revision of
the device. We have settled some of these claims and others
are still pending. The majority of the pending U.S. lawsuits are
currently in a federal Multidistrict Litigation (“MDL”) in the
District of New Jersey (In Re: Zimmer Durom Hip Cup
Products Liability Litigation). Multi-plaintiff state court
cases are pending in St. Clair County, Illinois (Santas, et al. v.
Zimmer, Inc., et al.) and Los Angeles County, California
(McAllister, et al. v. Zimmer, Inc., et al.). As of December 31,
2015, case specific discovery in these lawsuits was ongoing.
The initial trial in Santas took place in November 2014, the
initial trial in the MDL took place in May 2015 and the initial
trial in McAllister took place in July 2015. Other lawsuits are
pending in various jurisdictions, and additional claims may be
asserted in the future.
Since 2008, we have recognized expense of $479.4 million
for Durom Cup-related claims, including $7.7 million during
the year ended December 31, 2015 that is reported on the
“Certain claims” line of our consolidated statement of earnings.
We recognized $21.5 million and $47.0 million in expense
for Durom Cup-related claims during the years ended
December 31, 2014 and 2013, respectively.
We maintain insurance for product liability claims, subject
to self-insurance retention requirements. As of December 31,
2015, we have exhausted our self-insured retention under our
insurance program and have a claim for insurance proceeds for
ultimate losses which exceed the self-insured retention
amount, subject to a 20 percent co-payment requirement and a
cap. We believe our contracts with the insurance carriers are
enforceable for these claims and, therefore, it is probable that
we will recover some amount from our insurance carriers. We
have received a portion of the insurance proceeds we estimate
we will recover. We have a $95.3 million receivable in “Other
assets” remaining on our consolidated balance sheet as of
December 31, 2015 for estimated insurance recoveries
for Durom Cup-related claims. As is customary in this process,
71
Z I M M E R BI OM E T HOL D I NG S , I NC .
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
our insurance carriers have reserved all rights under their
respective policies and could still ultimately deny coverage for
some or all of our insurance claims.
Our estimate as of December 31, 2015 of the remaining
liability for all Durom Cup-related claims is $314.6 million, of
which $50.0 million is classified as short-term in “Other current
liabilities” and $264.6 million is classified as long-term in
“Other long-term liabilities” on our consolidated balance sheet.
We expect to pay the majority of the Durom Cup-related
claims within the next few years.
Our understanding of clinical outcomes with
the Durom Cup and other large diameter hip cups continues to
evolve. We rely on significant estimates in determining the
provisions for Durom Cup-related claims, including our
estimate of the number of claims that we will receive and the
average amount we will pay per claim. The actual number of
claims and the actual amount we pay per claim may differ from
our estimates. Among other factors, since our understanding of
the clinical outcomes is still evolving, we cannot reasonably
estimate the possible loss or range of loss that may result
from Durom Cup-related claims in excess of the losses we have
accrued.
Margo and Daniel Polett v. Zimmer, Inc. et al.: On
August 20, 2008, Margo and Daniel Polett filed an action
against us and an unrelated third party, Public
Communications, Inc. (“PCI”), in the Court of Common Pleas,
Philadelphia, Pennsylvania seeking an unspecified amount of
damages for injuries and loss of consortium allegedly suffered
by Mrs. Polett and her spouse, respectively. The complaint
alleged that defendants were negligent in connection with
Mrs. Polett’s participation in a promotional video featuring one
of our knee products. The case was tried in November 2010
and the jury returned a verdict in favor of plaintiffs. The jury
awarded $27.6 million in compensatory damages and
apportioned fault 30 percent to plaintiffs, 34 percent to us and
36 percent to PCI. Under applicable law, we may be liable for
any portion of the damages apportioned to PCI that it does not
pay. On December 2, 2010, we and PCI filed a motion for post-
trial relief seeking a judgment notwithstanding the verdict, a
new trial or a remittitur. On June 10, 2011, the trial court
entered an order denying our motion for post-trial relief and
affirming the jury verdict in full and entered judgment for
$20.3 million against us and PCI. On June 29, 2011, we filed a
notice of appeal to the Superior Court of Pennsylvania and
posted a bond for the verdict amount plus interest. Oral
argument before the appellate court in Philadelphia,
Pennsylvania was held on March 13, 2012. On March 1, 2013,
the Superior Court of Pennsylvania vacated the $27.6 million
judgment and remanded the case for a new trial. On March 15,
2013, plaintiffs filed a motion for re-argument en banc, and on
March 28, 2013, we filed our response in opposition. On May 9,
2013, the Superior Court of Pennsylvania granted plaintiffs’
motion for re-argument en banc. Oral argument (re-argument
en banc) before the Superior Court of Pennsylvania was held
on October 16, 2013. On December 20, 2013, the Court issued
72
its opinion again vacating the trial court judgment and
remanding the case for a new trial. On January 21, 2014,
plaintiffs filed a petition for allowance of appeal in the
Supreme Court of Pennsylvania, which was granted on May 21,
2014. Oral argument before the Supreme Court of
Pennsylvania took place on October 8, 2014. On October 27,
2015, the Supreme Court of Pennsylvania reversed the order of
the Superior Court of Pennsylvania and remanded the case to
that court to consider the question of whether the trial court
erred in refusing to remit the jury’s compensatory damages
award. Although we are defending this lawsuit vigorously, its
ultimate resolution is uncertain.
NexGen Knee System claims: Following a wide-spread
advertising campaign conducted by certain law firms beginning
in 2010, a number of product liability lawsuits have been filed
against us in various jurisdictions. The plaintiffs seek damages
for personal injury, alleging that certain products within
the NexGen Knee System suffer from defects that cause them
to loosen prematurely. The majority of the cases are currently
pending in a federal MDL in the Northern District of Illinois (In
Re: Zimmer NexGen Knee Implant Products Liability
Litigation). Other cases are pending in other state and federal
courts, and additional lawsuits may be filed. As of
December 31, 2015, discovery in these lawsuits was ongoing.
The initial bellwether trial took place in October 2015. We have
not accrued an estimated loss relating to these lawsuits
because we believe the plaintiffs’ allegations are not consistent
with the record of clinical success for these products. As a
result, we do not believe that it is probable that we have
incurred a liability, and we cannot reasonably estimate any loss
that might eventually be incurred. Although we are vigorously
defending these lawsuits, their ultimate resolution is uncertain.
Biomet metal-on-metal hip implant claims: Biomet is a
defendant in a number of product liability lawsuits relating to
metal-on-metal hip implants. The majority of these cases
involve the M2a-Magnum hip system. The majority of the cases
are currently consolidated in one federal MDL proceeding in
the U.S. District Court for the Northern District of Indiana (In
Re: Biomet M2a Magnum Hip Implant Product Liability
Litigation). Other cases are pending in various state and
foreign courts.
On February 3, 2014, Biomet announced the settlement of
the MDL. Lawsuits filed in the MDL by April 15, 2014 may
participate in the settlement. Biomet continues to evaluate the
inventory of lawsuits in the MDL pursuant to the categories
and procedures set forth in the settlement agreement. The
final amount of payments under the settlement is uncertain.
The settlement does not affect certain other claims relating to
Biomet’s metal-on-metal hip products that are pending in
various state and foreign courts, or other claims that may be
filed in the future. Our estimate as of December 31, 2015 of the
remaining liability for all Biomet metal-on-metal hip implant
claims is $33.4 million.
Biomet has exhausted the self-insured retention in its
insurance program and has been reimbursed for claims related
Z I M M E R BI OM E T HOL D I NG S , I NC .
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
to its metal-on-metal products up to its policy limits in the
program. Zimmer Biomet will be responsible for any amounts
by which the ultimate losses exceed the amount of Biomet’s
third-party insurance coverage. As of December 31, 2015,
Biomet had received all of the insurance proceeds it expects to
recover under the excess policies.
Heraeus trade secret misappropriation lawsuits: In
December 2008, Heraeus Kulzer GmbH (together with its
affiliates, “Heraeus”) initiated legal proceedings in Germany
against Biomet, Biomet Europe BV and certain other
subsidiaries of Biomet, Inc., alleging that Biomet, Inc. and
Biomet Europe BV misappropriated Heraeus trade secrets
when developing Biomet Europe’s Refobacin and Biomet Bone
Cement line of cements (“European Cements”). The lawsuit
sought to preclude the defendants from producing, marketing
and offering for sale their current line of European Cements
and to compensate Heraeus for any damages incurred (alleged
to be in excess of €30.0 million). On December 20, 2012, the
trial court dismissed Biomet, Inc., Biomet Europe BV, Biomet
Deutschland GmbH and other defendants from the lawsuit.
Biomet Orthopaedics Switzerland GmbH was the only Biomet
entity remaining as a defendant.
Following an appeal by Heraeus, on June 5, 2014, the
German appeals court (i) enjoined Biomet, Inc., Biomet
Europe BV and Biomet Deutschland GmbH from
manufacturing, selling or offering the European Cements to
the extent they contain certain raw materials in particular
specifications; (ii) held the defendants jointly and severally
liable to Heraeus for any damages from the sale of European
Cements since 2005; and (iii) ruled that no further review may
be sought. Damages have not been determined. The judgment
is not final and the defendants are seeking review (including
review of the appeals court ruling that no further review may
be sought) from Germany’s Supreme Court. No prediction can
be made as to the likelihood of review being granted by
Germany’s Supreme Court.
As a result, Biomet Europe BV and Biomet Deutschland
GmbH are enjoined from the manufacture, marketing, sale and
offering of European Cements in Germany. While Heraeus has
indicated that it intends to take the position that the judgment
would prohibit the manufacture, marketing, sale and offering
of European Cements outside of Germany as well and is
attempting to enforce the judgment in a limited number of
other European jurisdictions, Biomet, Inc., Biomet Europe BV
and Biomet Deutschland GmbH are vigorously contesting any
enforcement of the judgment beyond Germany. Biomet, Inc.,
Biomet Europe BV and Biomet Deutschland GmbH thus filed a
declaratory action in Germany on August 3, 2014 to have the
court determine the reach of the appeals court decision.
On September 8, 2014, Heraeus filed a complaint against a
Biomet supplier, Esschem, Inc. (“Esschem”), in the United
States District Court for the Eastern District of Pennsylvania.
The lawsuit contains allegations that focus on two copolymer
compounds that Esschem sells to Biomet, which Biomet
incorporates into certain bone cement products that compete
with Heraeus’ bone cement products. The complaint alleges
that Biomet helped Esschem to develop these copolymers,
using Heraeus trade secrets that Biomet allegedly
misappropriated. The complaint asserts a claim under the
Pennsylvania Trade Secrets Act, as well as other various
common law tort claims, all based upon the same trade secret
misappropriation theory. Heraeus is seeking to enjoin Esschem
from supplying the copolymers to any third party and actual
damages in an unspecified amount. The complaint also seeks
punitive damages, costs and attorneys’ fees. If Esschem is
enjoined, Biomet may not be able to obtain the copolymers
from another supplier and as a result may not be able to
continue to manufacture the subject bone cement products.
Although Heraeus has not named Biomet as a party to this
lawsuit, Biomet has agreed, at Esschem’s request and subject
to certain limitations, to indemnify Esschem for any liability,
damages and legal costs related to this matter. On November 3,
2014, the court entered an order denying Heraeus’ motion for a
temporary restraining order.
On October 15, 2015, Heraeus initiated expedited
proceedings against Biomet France, Biomet SAS, Biomet
Europe BV, Biomet, Inc., Biomet Orthopedics Switzerland
GmbH and Biomet Global Supply Chain Center BV before the
Commercial Court in Paris seeking to enjoin these entities from
importing the certain raw materials subject to the rulings in
Germany and from manufacturing, selling or exporting the
bone cements made from those raw materials, including under
the names of the European Cements. On November 16, 2015,
the presiding judge ruled that it had no jurisdiction over
Biomet, Inc. and on December 4, 2015, the judge denied the
preliminary measures requested by Heraeus. Heraeus has not
appealed this ruling or filed an action on the merits before the
Commercial Court in Paris. On December 8, 2015, Heraeus
filed separate proceedings against Biomet France, Biomet SAS
and Biomet France Holding before the Commercial Court of
Roman-Sur-Isere seeking to gain access to certain documents
which had been seized during searches of Biomet France’s
premises in June 2015. Biomet is defending itself vigorously in
this proceeding, which is still ongoing.
Heraeus continues to initiate other related legal
proceedings in Europe seeking various forms of relief,
including injunctive relief and damages, against Biomet-related
entities relating to the European Cements.
No assurance can be made as to the time or resources that
will be needed to devote to this litigation or its final outcome.
Stryker patent infringement lawsuit: On December 10,
2010, Stryker Corporation and related entities (“Stryker”) filed
suit against us in the U.S. District Court for the Western
District of Michigan, alleging that certain of our Pulsavac® Plus
Wound Debridement Products infringe three U.S. patents
assigned to Stryker. The case was tried beginning on
January 15, 2013, and on February 5, 2013, the jury found that
we infringed certain claims of the subject patents. The jury
awarded $70.0 million in monetary damages for lost profits.
The jury also found that we willfully infringed the subject
73
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
patents. We filed multiple post-trial motions, including a
motion seeking a new trial. On August 7, 2013, the trial court
issued a ruling denying all of our motions and awarded treble
damages and attorneys’ fees to Stryker. We filed a notice of
appeal to the Court of Appeals for the Federal Circuit to seek
reversal of both the jury’s verdict and the trial court’s rulings
on our post-trial motions. Oral argument before the Court of
Appeals for the Federal Circuit took place on September 8,
2014. On December 19, 2014, the Federal Circuit issued a
decision affirming the $70.0 million lost profits award but
reversed the willfulness finding, vacating the treble damages
award and vacating and remanding the attorneys’ fees award.
We accrued an estimated loss of $70.0 million related to this
matter in the three month period ended December 31, 2014.
On January 20, 2015, Stryker filed a motion with the Federal
Circuit for a rehearing en banc. On March 23, 2015, the Federal
Circuit denied Stryker’s petition. Stryker subsequently filed a
petition for certiorari to the U.S. Supreme Court. In July 2015,
we paid the final award of $90.3 million, which includes the
original $70.0 million plus pre- and post-judgment interest and
damages for sales that occurred post-trial but prior to our
entry into a license agreement with Stryker. On October 19,
2015, the U.S. Supreme Court granted Stryker’s petition for
certiorari. Oral argument took place on February 23, 2016.
Although we are defending this lawsuit vigorously, the ultimate
resolution of this matter is uncertain. In the future, we could
be required to record a charge of up to $140.0 million that
could have a material adverse effect on our results of
operations.
Bonutti patent infringement lawsuits: On May 3, 2013,
Bonutti Skeletal Innovations LLC (“Bonutti Skeletal”), a
company formed to hold certain patents acquired from
Dr. Peter M. Bonutti and an affiliate of patent licensing firm
Acacia Research Group LLC (“Acacia”), filed suit against
Biomet in the U.S. District Court for the Eastern District of
Texas, alleging a failure to pay royalties due under a license
agreement with Dr. Bonutti, misuse of confidential information
and infringement of 15 U.S. patents. Prior to the filing of this
lawsuit, on March 8, 2013, Biomet had filed a complaint for
declaratory judgment with the U.S. District Court for the
Northern District of Indiana seeking a judgment of non-
infringement and invalidity of the patents at issue, and Acacia
entered counterclaims of infringement seeking damages in an
amount yet to be determined and injunctive relief. On
September 17, 2013, the May 3, 2013 case filed in the Eastern
District of Texas was dismissed. On March 31, 2014, Biomet
entered into a settlement and license agreement with Bonutti
Skeletal settling all claims related to five of the patents at issue
for a one-time payment, and on June 25, 2014, the U.S. District
Court for the Northern District of Indiana issued an order
dismissing the claims related to those patents with prejudice.
The litigation then proceeded with respect to the remaining
patents at issue.
On September 10, 2012, Bonutti Skeletal filed suit against
Zimmer in the U.S. District Court for the District of Delaware,
74
alleging infringement of three U.S. patents. An amended
complaint was filed on January 15, 2013, alleging infringement
of three additional patents. Zimmer requested an Inter Partes
Review (“IPR”) of three of the patents at issue. IPRs were
granted for two of the patents. Zimmer moved for a stay of the
case during the pendency of the IPRs, and on April 7, 2014, the
court granted the stay. In May 2015, the U.S. Patent and
Trademark Office issued its decision in the IPRs, invalidating
all of the challenged patent claims in both patents. Bonutti
Skeletal decided not to appeal that decision. On June 30, 2015,
the court lifted the stay and the litigation then proceeded with
respect to the remaining patents at issue.
On October 30, 2015, the Bonutti litigation was settled in a
joint settlement of the legacy Biomet litigation and legacy
Zimmer litigation related to the same entity.
Regulatory Matters, Government Investigations and Other Matters
FDA warning letters: In September 2012, Zimmer
received a warning letter from FDA citing concerns relating to
certain processes pertaining to products manufactured at our
Ponce, Puerto Rico manufacturing facility. In June 2015,
Biomet received a warning letter from the FDA that requested
additional information to allow the FDA to evaluate the
adequacy of Biomet’s responses to certain Form 483
observations issued following an inspection of Biomet’s
Zhejiang, China manufacturing facility in January 2015. We
have provided detailed responses to the FDA as to our
corrective actions and will continue to work expeditiously to
address the issues identified by the FDA during inspections in
Ponce and Zhejiang. As of December 31, 2015, these warning
letters remained pending. Until the violations are corrected, we
may be subject to additional regulatory action by the FDA,
including seizure, injunction and/or civil monetary penalties.
Additionally, requests for Certificates to Foreign Governments
related to products manufactured at the Ponce and Zhejiang
facilities may not be granted and premarket approval
applications for Class III devices to which the quality system
regulation deviations at these facilities are reasonably related
will not be approved until the violations have been corrected.
In addition to responding to the warning letters described
above, we are in the process of addressing various FDA Form
483 inspectional observations at certain of our manufacturing
facilities. The ultimate outcome of these matters is presently
uncertain.
Biomet DPA and Consent: On March 26, 2012, Biomet
entered into a Deferred Prosecution Agreement (“DPA”) with
the DOJ and a Consent with the SEC related to an
investigation by the DOJ and the SEC into possible violations
of the FCPA in the marketing and sale of medical devices in
certain foreign countries. Pursuant to the DPA, the DOJ
agreed to defer prosecution of Biomet in connection with those
matters, provided that Biomet satisfies its obligations under
the DPA over the term of the DPA. The DPA had a three-year
term and provided that it could be extended in the sole
discretion of the DOJ for an additional year. Pursuant to the
Z I M M E R BI OM E T HOL D I NG S , I NC .
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Consent, Biomet consented to the entry of a Final Judgment
which, among other things, permanently enjoined Biomet from
violating the provisions of the FCPA. In addition, pursuant to
the terms of the DPA, an independent external compliance
monitor was appointed to review Biomet’s compliance with the
DPA, particularly in relation to Biomet’s international sales
practices. The Consent that Biomet entered into with the SEC
mirrors the DPA’s provisions with respect to the compliance
monitor.
In October 2013, Biomet became aware of certain alleged
improprieties regarding its operations in Brazil and Mexico,
including alleged improprieties that predated the entry of the
DPA. Biomet retained counsel and other experts to investigate
both matters. Based on the results of the ongoing
investigations, Biomet has terminated, suspended or otherwise
disciplined certain of the employees and executives involved
in these matters, and has taken certain other remedial
measures. Additionally, pursuant to the terms of the DPA, in
April 2014 and thereafter, Biomet disclosed these matters to
and discussed these matters with the independent compliance
monitor and the DOJ and SEC. On July 2, 2014 and July 13,
2015, the SEC issued subpoenas to Biomet requiring that
Biomet produce certain documents relating to such matters.
These matters remain under investigation by the DOJ.
On March 13, 2015, the DOJ informed Biomet that the
DPA and the independent compliance monitor’s appointment
have been extended for an additional year. On April 2, 2015, at
the request of the staff of the SEC, Biomet consented to an
amendment to the Final Judgment to extend the term of the
compliance monitor’s appointment for one year from the date
of entry of the Amended Final Judgment.
Pursuant to the DPA, the DOJ has sole discretion to
determine whether conduct by Biomet constitutes a violation
or breach of the DPA. The DOJ has informed Biomet that it
retains its rights under the DPA to bring further action against
Biomet relating to the conduct in Brazil and Mexico
referenced above or the violations set forth in the DPA. The
DOJ could, among other things, revoke the DPA or prosecute
21. Quarterly Financial Information (Unaudited)
(in millions, except per share data)
Biomet and/or the involved former employees and executives.
Biomet continues to cooperate with the SEC and DOJ and
expects that discussions with the SEC and the DOJ will
continue. While we are devoting significant time and resources
to these matters, we can give no assurances as to their final
outcome.
Other Government Investigations and Document
Requests: In June 2013, Biomet received a subpoena from the
U.S. Attorney’s Office for the District of New Jersey requesting
various documents relating to the fitting of custom-fabricated
or custom-fitted orthoses, or bracing, to patients in New
Jersey, Texas and Washington. Biomet has produced
responsive documents and is fully cooperating with the
request of the U.S. Attorney’s Office. We may need to devote
significant time and resources to this inquiry and can give no
assurances as to its final outcome.
In July 2011, Biomet received an administrative subpoena
from the Office of Foreign Assets Control of the U.S.
Department of the Treasury (“OFAC”) requesting documents
concerning the export of products to Iran. OFAC informed
Biomet that the subpoena related to allegations that Biomet
may have been involved in unauthorized sales of dental
products to Iran. Biomet is fully cooperating in the
investigation and submitted its response to the subpoena in
October 2011. We may need to devote significant time and
resources to this inquiry and can give no assurances as to its
final outcome.
In February 2010, Biomet received a subpoena from the
Office of the Inspector General of the U.S. Department of
Health and Human Services requesting various documents
relating to agreements or arrangements between physicians
and Biomet’s Interpore Cross subsidiary for the period from
1999 through the date of the subpoena and the marketing and
sales activities associated with Interpore Cross’ spinal
products. Biomet is fully cooperating in the investigation. We
may need to devote significant time and resources to this
inquiry and can give no assurances as to its final outcome.
Net sales
Gross profit
Net earnings of Zimmer Biomet Holdings,
Inc.
Earnings per common share
Basic
Diluted
2015 Quarter Ended
2014 Quarter Ended
Mar
Jun
Sep
Dec
Mar
Jun
Sep
Dec
$1,134.4
$1,167.6
$1,762.2
$1,933.6
$1,161.5
$1,182.9
$1,106.0
$1,222.9
829.1
840.3
1,087.5
1,102.9
826.8
833.1
789.5
888.6
171.4
(173.6)
22.2
127.0
221.0
172.4
173.1
153.8
1.01
0.99
(1.00)
(1.00)
0.11
0.11
0.62
0.62
1.31
1.29
1.02
1.01
1.02
1.01
0.91
0.89
75
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Exchange Act) that are
designed to provide reasonable assurance that information
required to be disclosed in the reports that we file or submit
under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the Securities
and Exchange Commission’s rules and forms, and that such
information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions
regarding required disclosures. Because of inherent limitations,
disclosure controls and procedures, no matter how well
designed and operated, can provide only reasonable, and not
absolute, assurance that the objectives of disclosure controls
and procedures are met.
Our management, with the participation of our Chief
Executive Officer and Chief Financial Officer, evaluated the
effectiveness of the design and operation of our disclosure
controls and procedures. Based on that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that as
of December 31, 2015, the end of the period covered by this
report, our disclosure controls and procedures are effective at
a reasonable assurance level.
Management’s Annual Report on Internal Control Over Financial
Reporting
Our management’s report on internal control over financial
reporting appears on page 34 of this report and is incorporated
herein by reference.
Remediation of Previously Reported Material Weakness
As discussed in our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2015, in the three month period
ended September 30, 2015, our management identified a
material weakness in our internal control over financial
reporting. A material weakness is a deficiency, or combination
of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will
not be prevented or detected on a timely basis. The material
weakness in our internal control over financial reporting that
76
we identified was a result of us not enhancing the level of
resources and processes necessary to analyze and determine
the appropriate accounting treatment of non-routine, complex
transactions under GAAP commensurate with the additional
complexities existing subsequent to the Biomet merger. As a
result of this material weakness, we inappropriately accounted
for the divestiture of certain Biomet product lines and rights in
the three month period ended June 30, 2015, and we
subsequently revised our financial statements for that period.
As of December 31, 2015, we have remediated the
previously reported material weakness in our internal control
over financial reporting. We have implemented the following
changes in our internal control over financial reporting that
contributed to the remediation of the material weakness
described above:
(cid:129) we enhanced our processes for analyzing and
determining the appropriate accounting treatment for
non-routine, complex transactions under GAAP;
(cid:129) we enhanced our policies and procedures related to
analysis of non-routine, complex transactions, including,
but not limited to, increased management oversight; and
(cid:129) we added additional, experienced resources to augment
our existing corporate accounting resources.
Based on the remedial measures taken and implemented,
our management has tested the applicable controls and
determined that they are designed and operating effectively. As
a result, our management has concluded that the material
weakness described above has been remediated as of
December 31, 2015.
Changes in Internal Control Over Financial Reporting
As described above, there were changes in our internal
control over financial reporting (as defined in Rule 13a-15(f) of
the Exchange Act) that occurred during the quarter ended
December 31, 2015 that have materially affected, or are
reasonably likely to materially affect, our internal control over
financial reporting. Also, as previously noted, we completed our
merger with Biomet on June 24, 2015. We are completing the
process of reviewing the internal control structure of Biomet
and will make appropriate changes as necessary as we
integrate Biomet into our overall internal control over financial
reporting process.
Z I M M E R BI OM E T HOL D I NG S , I NC .
Item 9B. Other Information
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
During the fourth quarter of 2015, the Audit Committee of our Board of Directors approved the engagement of
PricewaterhouseCoopers LLP, our independent registered public accounting firm, to perform certain non-audit services related to
certain tax matters. This disclosure is made pursuant to Section 10A(i)(2) of the Exchange Act.
77
Z I M M E R BI OM E T HOL D I NG S , I NC .
PART III
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
Item 10. Directors, Executive Officers and Corporate Governance
Information required by this item is incorporated by reference from our definitive Proxy Statement for the annual meeting of
stockholders to be held on May 3, 2016 (the “2016 Proxy Statement”).
We have adopted the Zimmer Biomet Code of Ethics for Chief Executive Officer and Senior Financial Officers (the “finance
code of ethics”), a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and
Corporate Controller, and other finance organization senior employees. The finance code of ethics is publicly available in the
Investor Relations section of our website, which may be accessed from our homepage at www.zimmerbiomet.com or directly at
http://investor.zimmerbiomet.com. If we make any substantive amendments to the finance code of ethics or grant any waiver,
including any implicit waiver, from a provision of the code to our Chief Executive Officer, Chief Financial Officer, or Chief
Accounting Officer and Corporate Controller, we will disclose the nature of that amendment in the Investor Relations section of our
website.
Item 11. Executive Compensation
Information required by this item is incorporated by reference from our 2016 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Information required by this item is incorporated by reference from our 2016 Proxy Statement.
Item 13. Certain Relationships and Related Transactions and Director Independence
Information required by this item is incorporated by reference from our 2016 Proxy Statement.
Item 14. Principal Accounting Fees and Services
Information required by this item is incorporated by reference from of our 2016 Proxy Statement.
78
Z I M M E R BI OM E T HOL D I NG S , I NC .
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) 1.
Financial Statements
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
The following consolidated financial statements of Zimmer Biomet Holdings, Inc. and its subsidiaries are set forth in Part
II, Item 8.
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Earnings for the Years Ended December 31, 2015, 2014 and 2013
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2015, 2014 and 2013
Consolidated Balance Sheets as of December 31, 2015 and 2014
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2015, 2014 and 2013
Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013
Notes to Consolidated Financial Statements
2.
Financial Statement Schedule
Schedule II. Valuation and Qualifying Accounts
Other financial statement schedules are omitted because they are not applicable or the required information is shown in
the financial statements or the notes thereto.
3. Exhibits
A list of exhibits required to be filed as part of this report is set forth in the Index to Exhibits, which immediately precedes
such exhibits and is incorporated herein by reference.
79
Z I M M E R BI OM E T HOL D I NG S , I NC .
SIGNATURES
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
ZIMMER BIOMET HOLDINGS, INC.
By: /s/ David C. Dvorak
David C. Dvorak
President and Chief Executive Officer
Dated: February 29, 2016
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE
TITLE
DATE
/s/ David C. Dvorak
David C. Dvorak
/s/ Daniel P. Florin
Daniel P. Florin
/s/ Tony W. Collins
Tony W. Collins
/s/ Christopher B. Begley
Christopher B. Begley
Betsy J. Bernard
/s/ Paul M. Bisaro
Paul M. Bisaro
/s/ Gail K. Boudreaux
Gail K. Boudreaux
/s/ Michael J. Farrell
Michael J. Farrell
/s/ Larry C. Glasscock
Larry C. Glasscock
/s/ Robert A. Hagemann
Robert A. Hagemann
Arthur J. Higgins
/s/ Michael W. Michelson
Michael W. Michelson
/s/ Cecil B. Pickett, Ph.D.
Cecil B. Pickett, Ph.D.
/s/ Jeffrey K. Rhodes
Jeffrey K. Rhodes
80
President, Chief Executive Officer and Director (Principal
Executive Officer)
February 29, 2016
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
February 29, 2016
Vice President, Finance, and Corporate Controller and Chief
Accounting Officer (Principal Accounting Officer)
February 29, 2016
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
February 29, 2016
February 29, 2016
February 29, 2016
February 29, 2016
February 29, 2016
February 29, 2016
February 29, 2016
February 29, 2016
February 29, 2016
February 29, 2016
February 29, 2016
Z I M M E R BI OM E T HOL D I NG S , I NC .
INDEX TO EXHIBITS
Exhibit No
Description†
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
2.1
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
10.1*
10.2*
10.3*
10.4*
Agreement and Plan of Merger, dated as of April 24, 2014, by and among Zimmer Holdings, Inc., Owl Merger Sub, Inc.
and LVB Acquisition, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K
filed April 30, 2014)
Certificate of Amendment of Restated Certificate of Incorporation of Zimmer Holdings, Inc., dated June 24, 2015
(incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed June 26, 2015)
Restated Certificate of Incorporation of Zimmer Biomet Holdings, Inc., dated June 24, 2015 (incorporated by
reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed June 26, 2015)
Restated By-Laws of Zimmer Biomet Holdings, Inc., effective June 24, 2015 (incorporated by reference to Exhibit 3.3
to the Registrant’s Current Report on Form 8-K filed June 26, 2015)
Specimen Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on
Form 10-Q filed August 10, 2015)
Indenture dated as of November 17, 2009 between Zimmer Holdings, Inc. and Wells Fargo Bank, National Association,
as Trustee (incorporated by reference to the form filed as Exhibit 4.8 to the Registrant’s Registration Statement on
Form S-3 filed November 12, 2009) (File No. 333-163043)
First Supplemental Indenture to the Indenture dated as of November17, 2009 between Zimmer Holdings, Inc. and
Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s
Current Report on Form 8-K filed November 17, 2009)
Form of 4.625% Note due 2019 (incorporated by reference to Exhibit 4.3 above)
Form of 5.750% Note due 2039 (incorporated by reference to Exhibit 4.3 above)
Second Supplemental Indenture dated as of November 10, 2011, to the Indenture dated as of November 17, 2009
between Zimmer Holdings, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to
Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed November 10, 2011)
Form of 3.375% Note due 2021 (incorporated by reference to Exhibit 4.6 above)
Third Supplemental Indenture, dated as of March 19, 2015, to the Indenture dated as of November 17, 2009 between
Zimmer Holdings, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit
4.1 to the Registrant’s Current Report on Form 8-K filed March 19, 2015)
Form of 1.450% Notes due 2017 (incorporated by reference to Exhibit 4.8 above)
Form of 2.000% Notes due 2018 (incorporated by reference to Exhibit 4.8 above)
Form of 2.700% Notes due 2020 (incorporated by reference to Exhibit 4.8 above)
Form of 3.150% Notes due 2022 (incorporated by reference to Exhibit 4.8 above)
Form of 3.550% Notes due 2025 (incorporated by reference to Exhibit 4.8 above)
Form of 4.250% Notes due 2035 (incorporated by reference to Exhibit 4.8 above)
Form of 4.450% Notes due 2045 (incorporated by reference to Exhibit 4.8 above)
Stockholders Agreement, dated as of April 24, 2014, by and among Zimmer Holdings, Inc., LVB Acquisition Holding,
LLC, and the other signatories thereto (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on
Form 8-K filed April 30, 2014)
Amendment No. 1, dated as of March 30, 2015, to Stockholders Agreement, dated as of April 24, 2014, by and among
Zimmer Holdings, Inc., LVB Acquisition Holding, LLC and the other signatories thereto (incorporated by reference to
Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed April 1, 2015)
Zimmer Holdings, Inc. 2001 Stock Incentive Plan (incorporated by reference to Appendix B to the Registrant’s
definitive Proxy Statement on Schedule 14A filed March 24, 2003)
First Amendment to the Zimmer Holdings, Inc. 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.1
to the Registrant’s Current Report on Form 8-K filed December 15, 2005)
Zimmer Holdings, Inc. 2006 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K filed December 13, 2006)
Zimmer Biomet Holdings, Inc. Executive Performance Incentive Plan, as amended May 7, 2013 and further amended
as of June 24, 2015 (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed
November 9, 2015)
81
Z I M M E R BI OM E T HOL D I NG S , I NC .
Exhibit No
Description†
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
Amendment to Zimmer Biomet Holdings, Inc. Executive Performance Incentive Plan (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed January 7, 2016)
Restated Zimmer Biomet Holdings, Inc. Long Term Disability Income Plan for Highly Compensated Employees
(incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed January 7, 2016)
Change in Control Severance Agreement with David C. Dvorak (incorporated by reference to Exhibit 10.10 to the
Registrant’s Annual Report on Form 10-K filed February 28, 2009)
Change in Control Severance Agreement with Katarzyna Mazur-Hofsaess (incorporated by reference to Exhibit 10.3 to
the Registrant’s Quarterly Report on Form 10-Q filed August 7, 2013)
Form of Change in Control Severance Agreement with Chad F. Phipps (incorporated by reference to Exhibit 10.13 to
the Registrant’s Annual Report on Form 10-K filed February 28, 2009)
Form of Change in Control Severance Agreement with Daniel P. Florin, Tony W. Collins, Adam R. Johnson, Stuart G.
Kleopfer, David A. Nolan, Jr. and Daniel E. Williamson (incorporated by reference to Exhibit 10.1 to the Registrant’s
Quarterly Report on Form 10-Q filed August 10, 2015)
Change in Control Severance Agreement with Sang Yi (incorporated by reference to Exhibit 10.1 to the Registrant’s
Quarterly Report on Form 10-Q filed November 9, 2015)
Restated Benefit Equalization Plan of Zimmer Holdings, Inc. and Its Subsidiary or Affiliated Corporations Participating
in the Zimmer Holdings, Inc. Savings and Investment Program (incorporated by reference to Exhibit 10.16 to the
Registrant’s Annual Report on Form 10-K filed February 28, 2009)
First Amendment to the Restated Benefit Equalization Plan of Zimmer Holdings, Inc. and its Subsidiary or Affiliated
Corporations Participating in the Zimmer Holdings, Inc. Savings and Investment Program (incorporated by reference
to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed January 7, 2016)
Restated Benefit Equalization Plan of Zimmer Holdings, Inc. and Its Subsidiary or Affiliated Corporations Participating
in the Zimmer Holdings, Inc. Retirement Income Plan or the Zimmer Puerto Rico Retirement Income Plan
(incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed February 28, 2009)
First Amendment to the Restated Benefit Equalization Plan of Zimmer Holdings, Inc. and its Subsidiary or Affiliated
Corporations Participating in the Zimmer Holdings, Inc. Retirement Income Plan or the Zimmer Puerto Rico
Retirement Income Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K
filed January 7, 2016)
Form of Confidentiality, Non-Competition and Non-Solicitation Agreement with U.S.-Based Executive Officers
(incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed June 26, 2015)
Non-Disclosure, Non-Competition and Non-Solicitation Employment Agreement with Stephen Hong Liang, Ooi
(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed March 27, 2006)
Confidentiality, Non-Competition and Non-Solicitation Agreement with Katarzyna Mazur-Hofsaess (incorporated by
reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed August 7, 2013)
Confidentiality, Non-Competition and Non-Solicitation Agreement with Sang Yi (incorporated by reference to Exhibit
10.2 to the Registrant’s Quarterly Report on Form 10-Q filed November 9, 2015)
Form of Nonqualified Stock Option Award Letter under the Zimmer Holdings, Inc. 2001 Stock Incentive Plan
(incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed January 11, 2006)
Zimmer Biomet Holdings, Inc. Amended Stock Plan for Non-Employee Directors, as amended May 5, 2015 and further
amended as of June 24, 2015 (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on
Form 10-Q filed November 9, 2015)
Form of Nonqualified Stock Option Award Letter under the Zimmer Holdings, Inc. Stock Plan for Non-Employee
Directors (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed April 5,
2005)
Form of Restricted Stock Unit Award Letter under the Zimmer Biomet Holdings, Inc. Stock Plan for Non-Employee
Directors
Form of Nonqualified Stock Option Award Letter under the Zimmer Holdings, Inc. 2006 Stock Incentive Plan
(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed December 13, 2006)
Form of Nonqualified Stock Option Award Letter for Non-U.S. Employees under the Zimmer Holdings, Inc. 2006 Stock
Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed
December 13, 2006)
10.5*
10.6*
10.7*
10.8*
10.9*
10.10*
10.11*
10.12*
10.13*
10.14*
10.15*
10.16*
10.17*
10.18*
10.19*
10.20*
10.21*
10.22*
10.23*
10.24*
10.25*
82
Z I M M E R BI OM E T HOL D I NG S , I NC .
Exhibit No
Description†
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
10.26*
10.27*
10.28*
10.29*
10.30*
10.31*
10.32*
10.33
10.34
10.35
10.36
10.37
10.38
10.39
10.40
21
23
31.1
31.2
32
Amended and Restated Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors, as
amended May 5, 2015 and further amended as of June 24, 2015 (incorporated by reference to Exhibit 10.6 to the
Registrant’s Quarterly Report on Form 10-Q filed November 9, 2015)
Zimmer Biomet Deferred Compensation Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Current
Report on Form 8-K filed January 7, 2016)
Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan, as amended May 7, 2013 and further amended as of June 24,
2015 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed November 9,
2015)
Form of Nonqualified Stock Option Award Letter under the Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan
Form of Restricted Stock Unit Award Letter (two-year vesting) under the Zimmer Holdings, Inc. 2009 Stock Incentive
Plan (incorporated by reference to Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K filed February 23,
2015)
Form of Performance-Based Restricted Stock Unit Award Letter (three-year performance period) under the Zimmer
Biomet Holdings, Inc. 2009 Stock Incentive Plan
Form of Indemnification Agreement with Non-Employee Directors and Officers (incorporated by reference to Exhibit
10.1 to the Registrant’s Current Report on Form 8-K filed July 31, 2008)
Term Loan Agreement ¥11,700,000,000 dated as of May 24, 2012 (incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K filed May 31, 2012)
Letter of Guarantee dated as of May 24, 2012 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current
Report on Form 8-K filed May 31, 2012)
First Amendment, dated October 31, 2014, to the ¥11,700,000,000 Term Loan Agreement dated as of May 24, 2012
(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed November 5, 2014)
Voting Agreement, dated as of April 24, 2014, by and among Zimmer Holdings, Inc., LVB Acquisition Holding, LLC and
the other signatories thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on
Form 8-K filed April 30, 2014)
Commitment Letter, dated as of April 24, 2014, by and among Credit Suisse Securities (USA) LLC, Credit Suisse AG
and Zimmer Holdings, Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K
filed April 30, 2014)
364-Day Credit Agreement, dated as of May 29, 2014, among Zimmer Holdings, Inc., Credit Suisse AG, Cayman Islands
Branch, as Administrative Agent, and the lenders named therein (incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K filed June 4, 2014)
Credit Agreement, dated as of May 29, 2014, among Zimmer Holdings, Inc., Zimmer K.K., Zimmer Investment
Luxembourg SARL, the borrowing subsidiaries referred to therein, JPMorgan Chase Bank, N.A., as General
Administrative Agent, JPMorgan Chase Bank, N.A., Tokyo Branch, as Japanese Administrative Agent, J. P. Morgan
Europe Limited, as European Administrative Agent, and the lenders named therein (incorporated by reference to
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed June 4, 2014)
Deferred Prosecution Agreement, dated March 26, 2012, between Biomet, Inc. and the United States Department of
Justice, Criminal Division, Fraud Section (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly
Report on Form 10-Q filed August 10, 2015)
List of Subsidiaries of Zimmer Biomet Holdings, Inc.
Consent of PricewaterhouseCoopers LLP
Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 of the Chief Executive
Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 of the Chief Financial
Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
83
Z I M M E R BI OM E T HOL D I NG S , I NC .
Exhibit No
Description†
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
† Unless otherwise indicated, exhibits incorporated by reference herein were originally filed under SEC File No. 001-16407.
* Management contract or compensatory plan or arrangement.
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
SCHEDULE II
ZIMMER HOLDINGS, INC.
VALUATION AND QUALIFYING ACCOUNTS
Description
Allowance for Doubtful Accounts:
Year Ended December 31, 2013
Year Ended December 31, 2014
Year Ended December 31, 2015
Deferred Tax Asset Valuation Allowances:
Year End December 31, 2013
Year End December 31, 2014
Year End December 31, 2015
Balance at
Beginning
of Period
Additions
Charged
(Credited)
to Expense
Deductions
to Reserve
Effects of
Foreign
Currency
Acquired
Allowances
Balance at
End of
Period
(in millions)
22.8
22.7
22.3
41.3
42.7
1.9
2.0
13.5
1.5
74.7
122.8
(53.7)
(1.5)
(1.4)
(0.4)
(0.1)
(9.2)
(5.6)
(0.5)
(1.0)
(1.3)
–
–
(1.6)
–
–
–
–
14.6
10.8
22.7
22.3
34.1
42.7
122.8
72.7
84
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT
OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David C. Dvorak, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Zimmer Biomet Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: February 29, 2016
David C. Dvorak
President and Chief Executive Officer
85
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT
OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Daniel P. Florin, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Zimmer Biomet Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: February 29, 2016
Daniel P. Florin
Senior Vice President and Chief Financial
Officer
86
Z I M M E R BI OM E T HOL D I NG S , I NC .
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
Exhibit 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Zimmer Biomet Holdings, Inc. (the “Company”) on Form 10-K for the period ended
December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the
undersigned certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
David C. Dvorak
President and Chief Executive Officer
February 29, 2016
Daniel P. Florin
Senior Vice President and Chief Financial
Officer
February 29, 2016
87
Z I M M E R BI OM E T HOL D I NG S , I NC .
Reconciliations
2 0 1 5 F O R M 1 0 - K AN N U A L R E P O R T
Reconciliation of Operating Profit to Adjusted Operating Profit for the Years Ended December 31, 2015, 2014, 2013, 2012 and 2011 (in millions, unaudited)
For the Years Ended December 31,
As Revised
2015
2014
2013
2012
2011
Operating Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory step-up and other inventory and manufacturing related charges . . . . . . . . . . . .
Intangible asset amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Special items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 467.3
348.8
337.4
7.7
—
831.8
$1,037.3
36.3
92.5
21.5
—
341.1
$1,068.6
88.7
78.5
47.0
—
210.3
$1,035.2
4.8
97.1
15.0
96.0
158.4
$1,049.3
11.4
93.8
157.8
—
75.2
Adjusted Operating Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,993.0
$1,528.7
$1,493.1
$1,406.5
$1,387.5
Reconciliation of Operating Profit Margin to Adjusted Operating Profit Margin for the Years Ended December 31, 2015, 2014, 2013, 2012 and 2011 (unaudited)
Operating Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory step-up and other inventory and manufacturing related charges . . . . . . . . . . . .
Intangible asset amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Special items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted Operating Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
For the Years Ended December 31,
As Revised
2015
7.8%
5.8
5.6
0.1
—
13.9
33.2%
2014
2013
2012
2011
22.2%
0.8
2.0
0.5
—
7.2
32.7%
23.1%
1.9
1.7
1.0
—
4.6
32.3%
23.2%
0.1
2.2
0.3
2.1
3.6
31.5%
23.6%
0.3
2.1
3.5
—
1.7
31.2%
Reconciliation of Diluted EPS to Adjusted Diluted EPS for the Years Ended December 31, 2015, 2014, 2013, 2012 and 2011 (unaudited)
Diluted EPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory step-up and other inventory and manufacturing related charges . . . . . . . . . . . .
Intangible asset amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Special items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense on Biomet merger financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes on above items and other certain tax adjustments* . . . . . . . . . . . . . . . . . . . . . . . . . .
For the Years Ended December 31,
As Revised
$
2015
0.77
1.84
1.78
0.04
—
4.38
0.12
0.37
(2.40)
$
2014
2013
2012
2011
$
4.20
0.21
0.54
0.13
—
1.99
0.23
—
(0.90)
4.54
0.52
0.46
0.27
—
1.22
—
—
(0.79)
$
4.17
0.03
0.55
0.09
0.54
0.90
—
—
(0.70)
$
4.15
0.06
0.50
0.84
—
0.40
—
—
(0.67)
Adjusted Diluted EPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6.90
$
6.40
$
6.22
$
5.58
$
5.28
* The tax effect is calculated based upon the statutory rates for the jurisdictions where the items were incurred.
Reconciliation of Sales Growth Rate to Constant Currency Sales Growth Rate for the Year Ended December 31, 2015 (unaudited)
Geographic Segment
Americas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EMEA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asia Pacific . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Product Category
Knees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hips . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S.E.T. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dental
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Spine & CMF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88
For the Year Ended December 31, 2015
Reported
% Growth
Foreign
Exchange
Impact
Constant
Currency
% Growth
41%
12
13
28
20
16
41
38
95
65
28
(1)%
(15)
(11)
(7)
42%
27
24
35
(6)
(8)
(5)
(6)
(5)
(4)
(7)
26
24
46
44
100
69
35
Corporate Information (As of March 1, 2016)
Board of Directors
Larry C. Glasscock
Chairman of the Board,
Zimmer Biomet Holdings, Inc.
Retired Chairman,
President and Chief Executive Officer,
Anthem, Inc.
Christopher B. Begley
Retired Executive Chairman
and Chief Executive Officer,
Hospira, Inc.
Betsy J. Bernard
Retired President,
AT&T Corp.
Management Team
David C. Dvorak
President and
Chief Executive Officer
Robin T. Barney
Senior Vice President,
Global Operations and Logistics
Audrey M. Beckman
Senior Vice President,
Strategic Quality Initiatives
Paul M. Bisaro
Executive Chairman,
Allergan plc
Gail K. Boudreaux
Chief Executive Officer and Founder,
GKB Global Health, LLC
David C. Dvorak
President and
Chief Executive Officer,
Zimmer Biomet Holdings, Inc.
Michael J. Farrell
Chief Executive Officer,
ResMed Inc.
Robert A. Hagemann
Retired Senior Vice President
and Chief Financial Officer,
Quest Diagnostics Incorporated
Arthur J. Higgins
Consultant,
Blackstone Healthcare Partners
Michael W. Michelson
Member
KKR Management LLC,
the general partner of
KKR & Co. L.P.
Cecil B. Pickett, Ph.D.
Retired President,
Research and Development,
Biogen Idec Inc.
Jeffrey K. Rhodes
Partner
TPG Capital, L.P.
Derek M. Davis
Vice President,
Global Integration
William P. Fisher
Senior Vice President,
Global Human Resources
Daniel P. Florin
Senior Vice President,
Chief Financial Officer
Stuart G. Kleopfer
President,
Americas
Chad F. Phipps
Senior Vice President,
General Counsel and Secretary
David J. Kunz
Vice President, Global Quality,
Clinical and Regulatory Affairs
Daniel E. Williamson
Group President,
Joint Reconstruction
Katarzyna Mazur-Hofsaess, M.D., Ph.D.
President,
Europe, Middle East and Africa
Sang Yi
President,
Asia Pacific
Tony W. Collins
Vice President, Corporate Controller
and Chief Accounting Officer
Adam R. Johnson
Group President,
Spine, Dental, CMF and Thoracic
David A. Nolan, Jr.
Group President, Biologics, Extremities,
Sports Medicine, Surgical, Trauma,
Foot and Ankle, and Bone Healing
Stockholder Information
Headquarters
Zimmer Biomet Holdings, Inc.
345 East Main Street
Warsaw, IN 46580, U.S.A.
+1-574-267-6131
www.zimmerbiomet.com
Stock Listing
Zimmer Biomet is listed on the
New York Stock Exchange
and the SIX Swiss Exchange
under the symbol ZBH.
.
Transfer Agent
Communications concerning
stock transfer requirements, loss
of certificates and change of address
should be directed to Zimmer Biomet’s
Transfer Agent:
American Stock Transfer
& Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
+1-888-552-8493 (domestic)
+1-718-921-8124 (international)
Email: zimmer@amstock.com
Website: http://www.amstock.com
Investor Relations
Zimmer Biomet invites stockholders,
security analysts, portfolio managers
and other interested parties to contact:
Robert J. Marshall Jr.
Vice President, Investor Relations
and Treasurer
+1-574-371-8042
robert.marshall@zimmerbiomet.com
Barbara Goslee
Director, Investor Relations
+1-574-371-9449
barb.goslee@zimmerbiomet.com
To obtain a free copy of Zimmer
Biomet’s annual report on form 10-K,
quarterly reports on form 10-Q, news
releases, earnings releases, proxy
statements, or to obtain Zimmer
Biomet’s financial calendar, access SEC
filings, listen to earnings calls, or to look
up Zimmer Biomet stock quotes, please
visit http://investor.zimmerbiomet.com
or call +1-866-688-7656.
Independent Auditors
PricewaterhouseCoopers LLP
Chicago, IL, U.S.A.
Dividend Reinvestment and Stock Purchase Plan
American Stock Transfer & Trust Company, LLC administers the Investors Choice Dividend Reinvestment and Stock Purchase Plan, which allows registered stockholders to
purchase additional shares of Zimmer Biomet common stock through the automatic investment of dividends. The plan also allows registered stockholders to purchase
shares with optional cash investments of at least $25, either by check or by automatic deductions from checking or savings accounts. The maximum optional cash
investment is $10,000 per transaction. Please direct inquiries concerning the plan to: Zimmer Biomet Holdings, Inc., c/o American Stock Transfer & Trust Company, LLC,
P.O. Box 922, Wall Street Station, New York, NY 10269-0560, +1-888-552-8493 (domestic), +1-718-921-8124 (international)
Stock Performance Graph
Comparison of Cumulative Total Return for years ended December 31
Assumes $100 was invested on
December 31, 2010 in Zimmer Biomet
common stock and each index and that
dividends were reinvested. Returns over the
indicated period should not be considered
indicative of future returns.
$250
$200
$150
$100
$0
This annual report is printed on paper that
contains 10% post-consumer waste.
Zimmer Biomet Holdings, Inc.
S&P 500 Stock Index
S&P 500 Health Care Equipment Index
Baseline
$100
$100
$100
2011
$100
$102
$99
2012
$125
$119
$116
2013
$177
$157
$148
2014
$217
$179
$187
2015
$198
$181
$198
Zimmer Biomet Holdings, Inc., 345 East Main Street, P.O. Box 708, Warsaw, IN 46580, U.S.A.