Zimmer Biomet Annual Report 2021

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FY2021 Annual Report · Zimmer Biomet

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ANNUAL REPORT 2021
ZIMMER BIOMET HOLDINGS, INC.

Financial Highlights*

(Dollars in millions except per share amounts)

Sales b y Geography

2017

2018

2019

2020

2021

18%

21%

61%

Americas

$4,845

EMEA

Asia Pacific

1,745

1,213

Consolidated

$7,803

$4,837

1,802

1,294

$7,933

$4,876

$4,336

$4,800

1,747

1,359

$7,982

1,391

1,298

1,671

1,365

$7,025

$7,836

Sales b y Product Category

2017

2018

2019

2020

2021

13%

22%

34%

24%

Knees

Hips

S.E.T.

Spine
& Dental

Other

$2,747

$2,789

$2,780

$2,378

$2,648

1,872

1,538

1,069

1,919

1,596

1,045

1,932

1,653

1,022

1,751

1,526

897

1,856

1,728

1,009

577

584

595

473

595

Consolidated

$7,803

$7,933

$7,982

$7,025

$7,836

% Change 2020-2021

Constant
Reported Currency(1)

11%

20%

12%

11%

16%

10%

% Change 2020-2021

Constant
Reported Currency(1)

11%

13%

26%

12%

10%

12%

25%

10%

Net Sales

Operating Profit (Loss)

Operating Cash Flow

Diluted Earnings (Loss) per Share

Zimmer Biomet recorded net
sales of $7.836 billion in 2021,
our net sales increased by
11.6% compared to 2020
primarily due to the signiﬁcant
deferral of elective surgical
procedures at the onset of the
COVID-19 pandemic in 2020.

Our 2021 operating proﬁt improved
from 2020 due to the recovery of
elective surgical procedures when
compared to the deferrals that
occurred during the onset of the
COVID-19 pandemic in 2020. In
addition, there were signiﬁcant
goodwill impairment charges in
2020 resulting from decreased
expected future cash ﬂows due to
the pandemic.

The increase in cash ﬂow from
operating activities in 2021
from 2020 was primarily the
result of higher net earnings in
the 2021 period.

3
0
8
7

3
3
9
7

2
8
9
7

6
3
8
7

5
2
0

2
8
5

7
4
7

6
8
5

9
9
4

5
0
2

6
2
4

0
1
2

9
8
1

5
3
0

8
3
1

9
9
7

4
3

0
8
7

9
0
6

)
8
8
(

Diluted earnings (loss) per share
improved in 2021 due to the recovery
of elective surgical procedures
compared to the signiﬁcant deferrals
at the onset of the COVID-19
pandemic in 2020. In addition,
reported diluted earnings (loss) per
share in 2020 included a signiﬁcant
goodwill impairment charge resulting
from decreased expected future cash
ﬂows due to the pandemic.

0
9

3
0

4
6

7
8

7
3
7
77

7
4

7
6

1
9
1

)
6
8

1
(

)
7
6
0
(

GRAPH KEY

Reported

Adjusted(2)

(1) “Constant Currency” refers to changes in sales 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 92.

(2) “Adjusted” refers to performance measures that exclude the effects of inventory step-up; certain inventory and manufacturing-related charges, including charges to discontinue certain product lines; intangible asset
amortization; goodwill and intangible asset impairment, as applicable; quality remediation expenses; restructuring and other cost reduction initiatives; acquisition, integration, divestiture and related expenses; certain
litigation gains and charges; expenses to establish initial compliance with the European Union Medical Device Regulation; expenses related to certain R&D agreements; other charges; loss on early extinguishment of debt;
any related effects on our income tax provision associated with these items; the effect of Swiss tax reform; the effect of U.S. tax reform; other certain tax adjustments; and, with respect to earnings per share information,
provide for the effect of dilutive shares assuming net earnings in periods of a reported net loss. See the reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures on pages 89-91.

*All historical financial information is for WholeCo Zimmer Biomet; amounts do not reflect spinoff of ZimVie, Inc.

To Our Shareholders,

In 2021, the Zimmer Biomet team remained intensely focused on creating value — despite another challenging

year impacted by the COVID-19 pandemic. I am proud to report that we made great progress in the continued

transformation of our business and further strengthened our position as a leading medtech innovator.

While 2021 brought market pressure, particularly given the proportion of Zimmer Biomet revenues driven

by elective procedures, it also presented our company with the opportunity to deliver against our corporate

strategy. Zimmer Biomet continued to execute for our team members, for our shareholders and, most

importantly, for the customers and patients that we serve.

I want to take a moment to thank all of our Zimmer Biomet team members for their unwavering vigilance and

dedication to our safety protocols over the past year, and their unmatched focus on our mission to “alleviate

pain and improve the quality of life for people around the world.”

Key Achievements in 2021

Zimmer Biomet continued to drive innovation across the patient journey with our integrated digital and

robotics products — all of which help us use data to unlock insights, add value, enhance the user experience

and improve patient outcomes. Focused work in active portfolio management, crisis response and planning

throughout COVID-19, a commitment to Diversity, Equity and Inclusion within the workplace, along with a

deﬁned engagement strategy for our team members, were also notable achievements for the company over

the course of the year.

Highlights of Zimmer Biomet 2021 accomplishments include:

•

Innovative, Enabling Technologies and Solutions: In 2021, Zimmer Biomet focused on innovation to

drive long-term growth. The company delivered multiple robotics launches, debuted the world’s ﬁrst-

and-only “smart” knee implant, offered new functionality with mymobility® and unveiled our ZBEdge™

ecosystem of connected technologies.

• Active Portfolio Management: We announced and made signiﬁcant progress toward the spinoff

of our Dental and Spine businesses, which was completed ahead of schedule on March 1, 2022. We

also accelerated restructuring programs to streamline our operational footprint, offset inﬂationary

pressures in our business, address stranded cost from the spin transaction and create capacity to reinvest

in our business.

• COVID-19: Prior to COVID-19, Zimmer Biomet developed comprehensive crisis response plans and

initiated contingency drills — including for pandemic events — across our operations, which helped

prepare our business and create enhanced disaster recovery plans that have been a signiﬁcant beneﬁt

throughout our response to COVID-19. Throughout 2021, we continued to aggressively secure our global

supply chain and manage the unique challenges presented by each new COVID-19 wave. Due to these

efforts, we continued to keep our team members safe and serve our customers without compromising

product quality and safety.

• Commitment to Diversity, Equity and Inclusion: Zimmer Biomet further advanced our commitment

to creating, supporting and celebrating diverse and equal workplaces and communities. We established

year 2026 representation goals for women and people of color (POC) in the organization, guided by

internal and external benchmarks.

•

Team Member Engagement: Through the implementation of a comprehensive engagement strategy,

we engaged team members frequently for a more holistic view of their experience as we strive to be a

Best and Preferred Place to Work. In 2021, we implemented quarterly performance check-ins, as well as a

global, social recognition platform and new, expanded resources to nurture well-being and deliver even

greater transparency in our communication for our team members.

Our progress during the year was recognized with Zimmer Biomet being named one of America’s Most
Responsible Companies 2021 by Newsweek, along with several other awards that highlight our company as
a leader in the industry, including PM360’s Trailblazer Award for Best Medical Device Company and inclusion
on Forbes’ list of Best Employers for Diversity.

The Year Ahead: Moving Our Mission Forward in 2022

I continue to remain highly conﬁdent in the Zimmer Biomet team and our business momentum. While some

uncertainty due to the global pandemic remains, I truly believe that we are ready and well-positioned for

success and that our strategy is absolutely working. The transformation of our business is well underway and

I’m excited about the value we can create for our shareholders moving forward.

On behalf of all of us at Zimmer Biomet, I thank you for your support. I look forward to continuing to share our

progress with you as we move forward.

Sincerely,
Sincerely

Bryan Hanson

Chairman, President and CEO, Zimmer Biomet

Leadership (As of March 3, 2022)

Board of Directors

Christopher B. Begley
Lead Independent Director of
Zimmer Biomet Holdings, Inc.
and Retired Executive Chairman
and Chief Executive Officer,
Hospira, Inc.

Betsy J. Bernard
Retired President, AT&T Corp.

Michael J. Farrell
Chief Executive Officer,
ResMed Inc.

Management Team

Bryan Hanson
Chairman of the Board, President
and Chief Executive Officer,
Zimmer Biomet Holdings, Inc.

Robert A. Hagemann
Retired Senior Vice President
and Chief Financial Officer,
Quest Diagnostics Incorporated

Maria Teresa Hilado
Retired Executive Vice President
and Chief Financial Officer,
Allergan plc

Sreelakshmi Kolli
Executive Vice President
and Chief Digital Officer,
Align Technology, Inc.

Syed Jafry
Senior Vice President and
President, Regions,
Thermo Fisher Scientiﬁc, Inc.

Michael W. Michelson
Retired Senior Advisory Partner,
KKR Management LLC, the
general partner of KKR & Co. L.P.

Bryan Hanson
Chairman of the Board,
President and Chief Executive
Officer, Zimmer Biomet
Holdings, Inc.

Arthur J. Higgins
Operating Advisor to Abu Dhabi
Investment Authority

David Kunz
Senior Vice President, Global Quality
and Regulatory Affairs

Zeeshan Tariq
Senior Vice President,
Chief Information Officer

Lori Winkler
Senior Vice President,
Chief Human Resources Officer

Derek Davis
Vice President, Interim Controller
and Chief Accounting Officer

Angela Main
Senior Vice President, Global Chief
Compliance Officer and Associate
General Counsel, Asia Paciﬁc

Rachel Ellingson
Senior Vice President,
Chief Strategy Officer

Keri Mattox
Senior Vice President, Investor Relations
and Chief Communications Officer

Ellie Humphrey
Senior Vice President,
Chief Transformation Officer

Chad Phipps
Senior Vice President,
General Counsel and Secretary

Ivan Tornos
Chief Operating Officer

Sang Yi
President, Asia Paciﬁc

Kenneth Tripp
Senior Vice President,
Global Operations and Logistics

Wilfred van Zuilen
President, Europe, Middle East
and Africa

Suketu Upadhyay
Executive Vice President,
Chief Financial Officer

Forward-Looking Statements

This 2021 Annual Report includes forward-looking statements that are subject to signiﬁcant risks, uncertainties and changes in circumstances that could cause actual
results to differ materially from the forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” immediately following the cover page of
our Annual Report on Form 10-K included herein.

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, 2021
Commission file number 001-16407
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, $0.01 par value
1.414% Notes due 2022
2.425% Notes due 2026
1.164% Notes due 2027

Trading Symbol(s)
ZBH
ZBH 22A
ZBH 26
ZBH 27

Name of each exchange on which registered
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
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 È

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 È

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 È

No ‘

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
No ‘
the registrant was required to submit such files). Yes È

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ Smaller reporting company ‘ Emerging growth company ‘

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ‘

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ‘

No È

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by
the registered public accounting firm that prepared or issued its audit report. È

The aggregate market value of shares held by non-affiliates was $33,533,707,317 (based on the closing price of these shares on the
New York Stock Exchange on June 30, 2021 and assuming solely for the purpose of this calculation that all directors and executive
officers of the registrant are “affiliates”). As of February 7, 2022, 209,177,445 shares of the registrant’s $.01 par value common stock
were outstanding.

Documents Incorporated by Reference

Document

Portions of the Proxy Statement with respect to the 2022 Annual Meeting of Stockholders

Form 10-K

Part III

ZIMMER BIOMET HOLDINGS, INC.
ANNUAL REPORT
Cautionary Note Regarding Forward-Looking Statements

This Annual Report contains forward-looking statements within the meaning of federal securities laws, including, among others,

statements regarding sales and earnings guidance and any statements about our expectations, plans, intentions, strategies or
prospects. We generally use the words “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “assumes,”
“guides,” “targets,” “forecasts,” “sees,” “seeks,” “should,” “could,” “would,” “predicts,” “potential,” “strategy,” “future,” “opportunity,”
“work toward,” “intends,” “guidance,” “confidence,” “positioned,” “design,” “strive,” “continue,” “look forward to” and similar
expressions to identify forward-looking statements. All statements other than statements of historical or current fact are, or may be
deemed to be, forward-looking statements. Such statements are based upon the current beliefs, expectations and assumptions of
management and are subject to significant risks, uncertainties and changes in circumstances that could cause actual outcomes and
results to differ materially from the forward-looking statements. These risks, uncertainties and changes in circumstances include, but
are not limited to: the effects of the COVID-19 global pandemic and other adverse public health developments on the global economy,
our business and operations and the business and operations of our suppliers and customers, including the deferral of elective
surgical procedures and our ability to collect accounts receivable; the failure of vaccine rollouts and other strategies to mitigate or
reverse the impacts of the COVID-19 pandemic; the failure of elective surgical procedures to recover at the levels or on the timeline
anticipated; the risks and uncertainties related to our ability to successfully execute our restructuring plans; our ability to attract,
retain and develop the highly skilled employees we need to support our business; the risks and uncertainties associated with the
planned spinoff of ZimVie Inc., including, without limitation, the significant expenses, time and efforts related to implementing such
transaction, the ability to complete the transaction on our expected timeline or at all, the tax-free nature of the transaction, the
tax-efficient nature of any subsequent distribution of any ZimVie Inc. common stock we retain, possible disruptions in our
relationships with customers, suppliers and other business partners, and the possibility that the anticipated benefits and synergies of
the transaction, strategic and competitive advantages of each company, and future growth and other opportunities will not be
realized within the expected time periods or at all; the success of our quality and operational excellence initiatives, including ongoing
quality remediation efforts at our Warsaw North Campus facility; the ability to remediate matters identified in inspectional
observations or warning letters issued by the U.S. Food and Drug Administration (FDA), while continuing to satisfy the demand for
our products; the impact of substantial indebtedness on our ability to service our debt obligations and/or refinance amounts
outstanding under our debt obligations at maturity on terms favorable to us, or at all; the ability to retain the employees, independent
agents and distributors who market our products; dependence on a limited number of suppliers for key raw materials and outsourced
activities; the possibility that the anticipated synergies and other benefits from mergers and acquisitions will not be realized, or will
not be realized within the expected time periods; the risks and uncertainties related to our ability to successfully integrate the
operations, products, employees and distributors of acquired companies; the effect of the potential disruption of management’s
attention from ongoing business operations due to integration matters related to mergers and acquisitions; the effect of mergers and
acquisitions on our relationships with customers, suppliers and lenders and on our operating results and businesses generally;
challenges relating to changes in and compliance with governmental laws and regulations affecting our U.S. and international
businesses, including regulations of the FDA and foreign government regulators, such as more stringent requirements for regulatory
clearance of products; the outcome of government investigations; competition; pricing pressures; changes in customer demand for
our products and services caused by demographic changes or other factors; the impact of healthcare reform measures; reductions in
reimbursement levels by third-party payors and cost containment efforts sponsored by government agencies, legislative bodies, the
private sector and healthcare purchasing organizations, including the volume-based procurement process in China; dependence on
new product development, technological advances and innovation; shifts in the product category or regional sales mix of our
products and services; supply and prices of raw materials and products; control of costs and expenses; the ability to obtain and
maintain adequate intellectual property protection; breaches or failures of our information technology systems or products, including
by cyberattack, unauthorized access or theft; the ability to form and implement alliances; changes in tax obligations arising from tax
reform measures, including European Union rules on state aid, or examinations by tax authorities; product liability, intellectual
property and commercial litigation losses; changes in general industry and market conditions, including domestic and international
growth rates; changes in general domestic and international economic conditions, including interest rate and currency exchange rate
fluctuations; the domestic and international business impact of political, social and economic instability, tariffs, trade embargoes,
sanctions, wars, disputes and other conflicts; and the impact of the ongoing financial and political uncertainty on countries in EMEA
on the ability to collect accounts receivable in affected countries.

See also the section titled “Risk Factors” (refer to Part I, Item 1A of this report) for further discussion of certain risks and

uncertainties that could cause actual results and events to differ materially from the forward-looking statements. Readers of this
report are cautioned not to rely on these forward-looking statements, since there can be no assurance that these forward-looking
statements will prove to be accurate. Forward-looking statements speak only as of the date they are made, and we expressly
disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise. 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. This cautionary note is applicable to all forward-looking
statements contained in this report.

TABLE OF CONTENTS

PART I

Item 1.

Business

Item 1A. Risk Factors

Item 1B. Unresolved Staff Comments

Item 2.

Properties

Item 3.

Legal Proceedings

Item 4. Mine Safety Disclosures

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer

Purchases of Equity Securities

Item 6.

[Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8.

Financial Statements and Supplementary Data

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Item 9B. Other Information

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters

Item 13. Certain Relationships and Related Transactions and Director Independence

Item 14. Principal Accountant Fees and Services

PART IV

Item 15. Exhibits and Financial Statement Schedules

Item 16. Form 10-K Summary

Page

PART I

Item 1. Business

Overview

Zimmer Biomet is a global leader in musculoskeletal
healthcare. We design, manufacture and market orthopedic
reconstructive products; sports medicine, biologics,
extremities and trauma products; spine, craniomaxillofacial
and thoracic (“CMFT”) 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. In 2015, we acquired
LVB Acquisition, Inc. (“LVB”), the parent company of Biomet,
Inc. (“Biomet”), and LVB and Biomet became our wholly-
owned subsidiaries. In connection with the merger, we
changed our name from Zimmer Holdings, Inc. to Zimmer
Biomet Holdings, Inc.

On February 5, 2021, we announced our intention to
pursue a plan to spin off our Spine and Dental businesses into
a new public company named ZimVie Inc. (“ZimVie”). The
planned transaction is intended to benefit our stockholders by
enhancing the focus of both Zimmer Biomet and ZimVie to
meet the needs of patients and customers and, therefore,
achieve faster growth and deliver greater value for all
stakeholders. The transaction is intended to qualify as a
tax-free distribution, for U.S. federal income tax purposes, to
U.S. stockholders of new publicly traded stock in ZimVie. The
expected completion date of the spinoff is March 1, 2022.

Customers, Sales and Marketing

Our primary customers include orthopedic 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 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
and some healthcare dealers, inventory is generally consigned
to sales agents or customers. With sales to stocking
distributors, some healthcare dealers and hospitals, dental
practices and dental laboratories, title to product passes upon

shipment. Consignment sales represented approximately
80 percent of our net sales in 2021. No individual customer
accounted for more than 1 percent of our net sales for 2021.

We stock inventory in our warehouse facilities and retain

title to consigned inventory in an effort to have sufficient
quantities available when products are 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 orthopedic surgeons,
neurosurgeons, other specialists, dentists and oral surgeons
and the medical and dental procedures they perform.

We allocate resources to achieve our operating profit goals

through four operating segments. Our operating segments are
comprised of Americas Orthopedics; Europe, Middle East and
Africa (“EMEA”); Asia Pacific; and Americas Spine and Global
Dental. The following is a summary of our operating segments.
See Note 19 to our consolidated financial statements for more
information regarding our segments.

Americas Orthopedics.

The Americas Orthopedics

operating segment is our largest operating segment. This
segment is comprised principally of the U.S. and includes other
North, Central and South American markets for our orthopedic
product categories. This segment also includes research,
development engineering, medical education, and brand
management for our orthopedic product category headquarter
locations. The U.S. accounts for approximately 95 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.

EMEA. The EMEA operating segment is our second
largest operating segment. France, Germany, Italy, Spain and
the United Kingdom collectively account for approximately
55 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. This operating segment includes all product categories
in these markets, except for Dental. 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 operating segment

includes key markets such as Japan, China, Australia, New
Zealand, Korea, Taiwan, India, Thailand, Singapore, Hong Kong
and Malaysia. Japan is the largest market within this segment,
accounting for approximately 50 percent of the region’s sales.
This operating segment includes all product categories in these
markets, except for Dental. 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
orthopedic 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. In certain countries of this region, healthcare is
sponsored by governments. Most notably, in 2021 the Chinese
government began to implement a nationwide volume-based
procurement (“VBP”) process across certain of our product
categories that negatively affected our net sales due to
distributor inventory reductions, ongoing pricing negotiations
with distributor partners, revaluation of channel inventory and
volume reductions as patients deferred procedures until after
VBP pricing has become effective.

Americas Spine and Global Dental.

The Americas

Spine and Global Dental operating segment constitutes a
majority of the operations that will be spun off to ZimVie. The
U.S. accounts for approximately 75 percent of sales in this
operating segment. The Americas Spine market dynamics are
similar to Americas Orthopedics. However, the Spine business
maintains a separate sales force of independent sales agents.
In our Dental products division, 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.

on health insurance plans. Additionally, with sales to
customers where title to product passes upon shipment, these
customers may purchase items in large quantities if incentives
are offered or if there are new product offerings in a market,
which could cause period-to-period differences in sales. Due to
the COVID-19 global pandemic, the typical seasonal patterns
did not occur in 2020 or 2021.

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 in the U.S. and in 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. Since

most of our sales occur at the time of an elective procedure,
we generally do not have firm orders.

Products

Our products include orthopedic reconstructive products;

sports medicine, biologics, extremities and trauma products;
spine and CMFT products; dental implants; and related
surgical products.

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. A developing trend in knee replacement surgeries
is the use of robotic technologies to assist a surgeon with
implant positioning. In 2019, we entered the robotic assistance
market with our ROSA® Robot. The ROSA® Robot can be used
for total knee arthroplasty or partial knee arthroplasty.
Our significant knee brands include the following:

(cid:129) Persona® Knee
(cid:129) NexGen® Knee Implants
(cid:129) Vanguard® Knee
(cid:129) Oxford® Partial Knee

HIPS

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

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. In 2021, we entered the robotic assistance
market for hips with our ROSA® Robot.

Our significant hip brands include the following:

(cid:129) Taperloc® Hip System
(cid:129) Avenir Complete® Hip System
(cid:129) Arcos® Modular Hip System
(cid:129) G7® Acetabular System

S.E.T.

Our S.E.T. product category includes sports medicine,

biologics, foot and ankle, extremities, trauma and CMFT
products. 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 CMFT product 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 S.E.T. brands include the following:

(cid:129) JuggerKnot® Soft Anchor System
(cid:129) Gel-One®1 Cross-linked Hyaluronate
(cid:129) Trabecular Metal® Reverse Plus® Shoulder System
(cid:129) Comprehensive® Shoulder
(cid:129) Natural Nail® System
(cid:129) A.L.P.S.® Plating System
(cid:129) SternaLock® System

SPINE and DENTAL

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 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 spine and dental brands include the

following:
(cid:129) Mobi-C® Cervical Disc
(cid:129) The TetherTM Vertebral Body Tethering System
(cid:129) Tapered Screw-Vent® Implant System
(cid:129) 3i T3® Implant

OTHER

Our other product category primarily includes our robotic,

surgical and bone cement products.

1 Registered trademark of Seikagaku Corporation

Research and Development

We have extensive research and development activities to
develop new surgical techniques, including robotic 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.

We are broadening our offerings in certain of our product
categories and exploring new technologies, including artificial
intelligence and machine learning, 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, 2021, we employed approximately
2,000 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

Our operations, products and customers are subject to
extensive government regulation by numerous government
agencies, both within and outside the U.S. Our global
regulatory environment is increasingly stringent, unpredictable
and complex. There is a global trend toward increased
regulatory activity related to medical products.

In the U.S., numerous laws and regulations govern all the
processes by which our products are brought to market. These
include, among others, the Federal Food, Drug and Cosmetic
Act (“FDCA”) 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 medical device

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 classified by FDA regulation as exempt from
premarket clearance and approval or were in commercial
distribution prior to May 28, 1976.

In January 2021, the FDA announced a new “Action Plan”
to address software as a medical device (“SaMD”) and artificial
intelligence and machine learning (“AI/ML”). Certain of our
new products will likely incorporate innovations related to AI/
ML, and therefore we will monitor developments in this area
closely to determine our compliance obligations and risks.

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
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 its
Quality System Regulation (21 CFR Part 820) (“QSR”), among
other FDA requirements, such as requirements for advertising
and promotion of our devices. Our manufacturing operations,
and those of our third-party manufacturers, are required to
comply with the QSR, which addresses a company’s
responsibility for product design, testing and manufacturing
quality assurance and the maintenance of records and
documentation. The QSR requires that each manufacturer
establish a quality system by which the manufacturer monitors
the manufacturing process and maintains records that show
compliance with FDA regulations and the manufacturer’s
written specifications and procedures relating to the devices.
QSR compliance is necessary to receive and maintain FDA
clearance or approval to market new and existing products and
is also necessary for distributing in the U.S. certain devices
exempt from FDA clearance and approval requirements. The
FDA conducts announced and unannounced periodic and
on-going inspections of medical device manufacturers to
determine compliance with the QSR. If in connection with
these inspections the FDA believes the manufacturer has failed
to comply with applicable regulations and/or procedures, it
may issue inspectional observations on Form FDA-483 (“Form
483”) that would necessitate prompt corrective action. If FDA
inspectional observations are not addressed and/or corrective
action is not taken in a timely manner and to the FDA’s
satisfaction, the FDA may issue a warning letter (which would
similarly necessitate prompt corrective action) and/or proceed
directly to other forms of enforcement action, including the
imposition of operating restrictions, including a ceasing of
operations, on one or more facilities, enjoining and restraining
certain violations of applicable law pertaining to products,
seizure of products, and assessing civil or criminal penalties
against our officers, employees or us. The FDA could also issue
a corporate warning letter or a recidivist warning letter or
negotiate the entry of a consent decree of permanent
injunction with us. The FDA may also recommend prosecution

to the U.S. Department of Justice (“DOJ”). Any adverse
regulatory action, depending on its magnitude, may restrict us
from effectively manufacturing, marketing and selling our
products and could have a material adverse effect on our
business, financial condition and results of operations. For
information regarding certain warning letters and Form 483
inspectional observations that we are addressing, see Note 21
to our consolidated financial statements.

The FDA, in cooperation with U.S. Customs and Border
Protection (“CBP”), administers controls over the import of
medical devices into the U.S. and can prevent the importation
of products the FDA deems to violate the FDCA or its
implementing regulations. 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
(“OFAC”). In addition, exported medical products are subject
to the regulatory requirements of each country to which the
medical product is exported.

There are also requirements of state and local

governments that we must comply with in the manufacture
and marketing of our products.

In many of the countries in which our products are sold,

we are subject to supranational, national, regional and local
regulations affecting, among other things, the development,
design, manufacturing, product standards, packaging,
advertising, promotion, labeling, marketing and postmarket
surveillance of medical products, including medical devices.
The member countries of the European Union (the “EU”) have
adopted the European Medical Device Directive (the “MDD”),
which creates a single set of medical device regulations for
products marketed in all member countries. Compliance with
the MDD and certification to a quality system (e.g., ISO 13485
certification) 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 system and the product’s conformity to
the requirements of the MDD. We are subject to inspection by
the Notified Bodies for compliance with these requirements. In
May 2017, a new EU Medical Device Regulation (“MDR”) was
published that will replace the MDD and will impose significant
additional premarket and postmarket requirements. The
effective date for the MDR was extended to May 2021 due to
the COVID-19 pandemic. Under a corrigendum to the MDR
finalized in December 2019, some low-risk medical devices
being up-classified as a result of the MDR, including low-risk
instruments, may now receive a transitional period to comply
by May 2024.

Our quality management system is based upon the

requirements of ISO 13485, the QSR, the MDD and other
applicable regulations for the markets in which we sell. Our
principal manufacturing sites are certified to ISO 13485 and
audited at regular intervals. Additionally, our principal sites are
certified under the Medical Device Single Audit Program
(“MDSAP”), which is a voluntary audit program developed by
regulatory authorities in five countries (i.e., Australia, Brazil,

Canada, Japan, and the United States) to assess compliance
with the quality management system regulatory requirements
of those countries. MDSAP audits are conducted by an
MDSAP-recognized auditing organization and can fulfill the
needs of the participating regulatory jurisdictions, replacing
standard surveillance audits by the regulatory authorities in
those countries.

Further, we are subject to other supranational, national,
regional, federal, state and local 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 laws are administered by, among
others, the DOJ, the Office of Inspector General of the
Department of Health and Human Services (“OIG-HHS”), state
attorneys general and various foreign government agencies.
Many of these agencies have increased their enforcement
activities with respect to medical products 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 health
programs.

Our operations in foreign countries are subject to the

extraterritorial application of the U.S. Foreign Corrupt
Practices Act (“FCPA”). Our global operations are also subject
to foreign anti-corruption laws, such as the United Kingdom
(“UK”) Bribery Act, among others. As part of our global
compliance program, we seek to address anti-corruption risks
proactively. On January 12, 2017, we resolved previously-
disclosed FCPA matters involving Biomet and certain of its
subsidiaries. As part of that settlement, we entered into a
Deferred Prosecution Agreement (“DPA”) with the DOJ, which
concluded on February 9, 2021, six months following
certification to the DOJ and the U.S. Securities and Exchange
Commission (“SEC”) by an independent compliance monitor
that our compliance program, including its policies and
procedures, is reasonably designed and implemented to
prevent and detect violations of the FCPA and is functioning
effectively.

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 contaminated 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.
In addition, we are subject to federal, state and

international data privacy and security laws and regulations
that govern the collection, use, disclosure, transfer, storage,
disposal and protection of health-related and other personal
information. The FDA has issued guidance to which we may be
subject concerning data security for medical devices. The FDA
and the Department of Homeland Security (“DHS”) have
issued urgent safety communications regarding cybersecurity
vulnerabilities of certain medical devices.

In addition, certain of our affiliates are subject to privacy,

security and breach notification regulations promulgated under
the Health Insurance Portability and Accountability Act of
1996 and the Health Information Technology for Economic and
Clinical Health Act (collectively, “HIPAA”). HIPAA governs the
use, disclosure, and security of protected health information by
HIPAA “covered entities” and their “business associates.”
Covered entities are health plans, health care clearinghouses
and health care providers that engage in specific types of
electronic transactions. A business associate is any person or
entity (other than members of a covered entity’s workforce)
that performs a service on behalf of a covered entity involving
the use or disclosure of protected health information. The U.S.
Department of Health and Human Services (“HHS”) (through
the Office for Civil Rights) has direct enforcement authority
against covered entities and business associates with regard to
compliance with HIPAA regulations. On December 10, 2020,
HHS issued a notice of proposed rulemaking (“NPR”) to
modify the HIPAA privacy rule. The proposed modifications
would remove communication barriers between providers and
health plans, allow individuals more access to their health
information and impose new requirements on entities that
receive patient data requests. Separately, HHS (through the
National Coordinator for Health Information Technology)
issued a new rule, to be effective April 5, 2021, that seeks to
limit “blocking” of electronic health information by imposing
data access, software licensing and inter-operability
requirements on healthcare providers and information
technology vendors. We intend to monitor both the NPR and
the “information blocking” rule and assess their impact on the
use of data in our business.

In addition to the FDA guidance and HIPAA regulations

described above, a number of U.S. states have also enacted
data privacy and security laws and regulations that govern the
collection, use, disclosure, transfer, storage, disposal and
protection of personal information, such as social security
numbers, medical and financial information and other
information. These laws and regulations may be more
restrictive and not preempted by U.S. federal laws. For
example, several U.S. territories and all 50 states now have
data breach laws that require timely notification to individuals,
and at times regulators, the media or credit reporting agencies,
if a company has experienced the unauthorized access or
acquisition of personal information. Other state laws include
the California Consumer Privacy Act (“CCPA”), which took
effect on January 1, 2020. The CCPA, among other things,
contains new disclosure obligations for businesses that collect
personal information about California residents and affords
those individuals numerous rights relating to their personal
information that may affect our ability to use personal
information or share it with our business partners. A second
law called the California Privacy Rights Act (“CPRA”) passed
via a ballot referendum in November 2020. The CPRA expands
the scope of the CCPA, imposes new restrictions on behavioral
advertising and establishes a new California Privacy Protection
Agency which will enforce the law and issue regulations. The
CPRA is scheduled to take effect on January 1, 2023, with a
lookback to January 1, 2022. Other states have considered and/
or enacted similar privacy laws. We will continue to monitor

and assess the impact of these state laws, which may impose
substantial penalties for violations, impose significant costs for
investigation and compliance, allow private class-action
litigation and carry significant potential liability for our
business.

Outside of the U.S., data protection laws, including the EU
General Data Protection Regulation (the “GDPR”) and member
state implementing legislation, and the Brazil Lei Geral de
Proteção de Dados (the “LGPD”), also apply to some of our
operations in the countries in which we provide services to our
customers. Legal requirements in these countries relating to
the collection, storage, processing and transfer of personal
data continue to evolve. The GDPR, which became effective on
May 25, 2018, imposes data protection requirements that
include strict obligations and restrictions on the ability to
collect, analyze and transfer EU personal data, a requirement
for prompt notice of data breaches to data subjects and
supervisory authorities in certain circumstances, and possible
substantial fines for any violations (including possible fines for
certain violations of up to the greater of 20 million Euros or 4%
of total worldwide annual turnover of the preceding financial
year).

Failure to comply with U.S. and international data
protection laws and regulations could result in government
enforcement actions (which could include civil and/or criminal
penalties), private litigation and/or adverse publicity and could
negatively affect our operating results and business.

Competition

The orthopedics 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 product category, we compete globally
primarily with the spinal and biologic business of Medtronic
plc, the DePuy Synthes Companies, Stryker Corporation,
NuVasive, Inc. and Globus Medical Inc.

In the dental implant category, we compete primarily with
The Straumann Group, Dentsply Sirona Inc. and Nobel Biocare
Services AG (part of Envista Holdings Corporation).

Competition within the industry is primarily based on
technology, innovation, quality, reputation, customer service
and pricing. A key factor in our continuing success in the
future will be our ability to develop new products and
technologies 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.

In most of our manufacturing network, we have improved

our manufacturing processes to harmonize and optimize our
quality systems and 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
suppliers, employees, consultants and others who may have
access to proprietary information. We own or control through
licensing arrangements over 9,000 issued patents and patent
applications throughout the world that relate to aspects of the
technology incorporated in many of our products.

Human Capital

As of December 31, 2021, we employed approximately

19,500 employees worldwide, including approximately 2,000
employees dedicated to research and development.
Approximately 9,000 employees are located within the U.S.
and approximately 10,500 employees are located outside of the
U.S., primarily throughout Europe and in Japan and China. We
have approximately 8,000 employees dedicated to
manufacturing our products worldwide.

Our mission is to alleviate pain and improve the quality of
life for people around the world. Our commitment to patients
shapes all day-to-day decisions at Zimmer Biomet. To be able
to accomplish our mission we have established guiding

principles. These guiding principles are central to our human
capital management policies and practices. The guiding
principles are:
(cid:129) Respect the contributions and perspectives of all employees
(cid:129) Commit to the highest standards of patient safety, quality

and integrity

(cid:129) Match, through the Zimmer Biomet Foundation, employee

financial contributions to non-profit organizations, including
those dedicated to combating racism and supporting
diversity, equality and justice;

(cid:129) Expand our student and early career internship programs to

attract and develop more Black leaders; and

(cid:129) Focus our resources in areas where we will make a

(cid:129) Continue our financial support of Movement is Life, a

difference

(cid:129) Ensure the company’s return is equivalent to the value we

provide our customers and patients

multidisciplinary coalition seeking to eliminate racial, ethnic
and gender disparities in muscle and joint health.

(cid:129) Give back to our communities and people in need.

Employee Engagement

Diversity, Equity and Inclusion

We believe that each of us as individuals can drive change

every day. We remain wholly committed to creating,
supporting and celebrating diverse and equal workplaces and
communities. Together, we will continue to foster and embrace
diversity and inclusion within our team and our communities,
and commit our voices and our resources to community
groups, business platforms and other organizations united to
driving meaningful change and sustained improvement.
We believe that representation matters. As of

December 31, 2021, women made up approximately 35 percent
of our total employee population, and approximately 25
percent of positions at Director level and above. People of
Color (“POC”) made up approximately 22 percent of our total
employee population in the U.S., and comprised approximately
15 percent of positions at Director level and above. We have
established 2026 representation goals for women and POC at
all levels of the organization, guided by internal data and
external benchmarking.

Core to our values is our commitment to stand together
against hatred, discrimination and injustice, and we advance
these values through our actions and investments. With this in
mind, we have committed to the following initiatives to drive
and accelerate change both within our own organization and
around the globe. We have shared these commitments publicly
and are tracking our progress against them:
(cid:129) Engage our 19,500 global employees in cultural awareness

and inclusion programming;

(cid:129) Invest $1 million and provide executive sponsorship to

support ongoing programs and elevate the impact of our
employee resource groups;

(cid:129) Commit at least $5 million over five years through the

Zimmer Biomet Foundation to non-profit organizations
dedicated to combating racism and supporting diversity,
equality and justice. The Zimmer Biomet Foundation is an
independent, non-profit organization established in 2018 to
address the needs of our global community;

We value our employees’ input and to that end, from

time-to-time, we conduct comprehensive employee
engagement surveys that ultimately inform our actions towards
improving employee engagement. Surveys attempt to assess
five drivers of engagement including purpose, culture,
leadership, personal growth and belonging. The key results of
surveys, and commensurate action plans, are shared with our
Board of Directors and with our employee base. Employee
engagement is the degree to which employees invest their
cognitive, emotional, and behavioral energies toward positive
organizational outcomes. While we strive for engagement
scores to sequentially improve, the outcomes of the surveys
can be influenced by many factors that are internal and
external to the company.

We believe it is critical to keep our employees engaged

through frequent and transparent communication. This is
accomplished through town halls, video and written messages,
news and recognition on our intranet site, and various other
methods. To stay connected through the COVID-19 pandemic,
our Chief Executive Officer has kept employees informed of
our priorities, financial results, management response and
employee health and safety through frequent video messages
and written communications.

Health, Safety and Wellness

The physical and mental health, financial wellbeing, and
work/life balance of our employees is vital to accomplishing our
mission. We sponsor wellness programs designed to enhance
physical, financial and mental wellbeing for our employees. We
encourage participation in these programs through regular
communications, educational sessions and other incentives.

We are also intensely focused on the health and safety of

our team members in the workplace. Our environmental,
health and safety team constantly monitor various metrics to
ensure we are providing the safest environment in which to
work. In 2021, our Total Recordable Incident Rate was 0.29
and our Lost Time Incident Rate was 0.14. These results are
shared with relevant regulatory agencies as required and
presented to our Board of Directors.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following table sets forth certain information with respect to our executive officers as of February 15, 2022.

Name

Bryan Hanson

Derek Davis

Rachel Ellingson

Chad Phipps

Ivan Tornos

Suketu Upadhyay

Wilfred van Zuilen

Lori Winkler

Sang Yi

Age

Position

Chairman, President and Chief Executive Officer

Vice President, Interim Controller and Chief Accounting Officer

Senior Vice President and Chief Strategy Officer

Senior Vice President, General Counsel and Secretary

Chief Operating Officer

Executive Vice President and Chief Financial Officer

President, Europe, Middle East and Africa

Senior Vice President, Chief Human Resources Officer

President, Asia Pacific

Mr. Hanson was appointed President and Chief Executive
Officer and a member of the Board of Directors in December
2017. He was subsequently named Chairman of the Board of
Directors in May 2021. Previously, Mr. Hanson served as
Executive Vice President and President, Minimally Invasive
Therapies Group of Medtronic plc from January 2015 until
joining Zimmer Biomet. Prior to that, he was Senior Vice
President and Group President, Covidien of Covidien plc from
October 2014 to January 2015; Senior Vice President and
Group President, Medical Devices and United States of
Covidien from October 2013 to September 2014; Senior Vice
President and Group President of Covidien for the Surgical
Solutions business from July 2011 to October 2013; and
President of Covidien’s Energy-based Devices business from
July 2006 to June 2011. Mr. Hanson held several other
positions of increasing responsibility in sales, marketing and
general management with Covidien from October 1992 to July
2006.

Mr. Davis was appointed Vice President, Interim Controller
and Chief Accounting Officer in November 2021. Previously, he
served as the Company’s Vice President, Finance Integration
since August 2020, and the Vice President, Global Integration
of the Company since June 2015. Mr. Davis served as the Vice
President, Finance and Corporate Controller and Chief
Accounting Officer, the principal accounting officer, of the
Company from May 2007 until June 2015.

Ms. Ellingson was appointed Senior Vice President and
Chief Strategy Officer in April 2018 and was designated as an
executive officer in January 2021. Prior to joining Zimmer
Biomet, Ms. Ellingson served as a member of the executive
leadership team of St. Jude Medical in positions of increasing
responsibility from 2012 until 2017, most recently as Vice
President, Corporate Strategy from 2015 until 2017. Before
joining St. Jude Medical, Ms. Ellingson served as Vice
President, Business Development and Investor Relations at
AGA Medical Corporation. Prior to joining AGA Medical,
Ms. Ellingson had more than 15 years of experience in
investment banking, most recently with Bank of America as a
Managing Director, Medical Technology Investment Banking.

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 activities. Previously,
Mr. Phipps served as Associate General Counsel and Corporate
Secretary from December 2005 to May 2007. He joined the
Company in September 2003 as Associate Counsel and
Assistant Secretary. Prior to joining the Company, 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. Tornos was appointed Chief Operating Officer in
March 2021. Previously, he served as the Company’s Group
President, Global Businesses and the Americas since
December 2019 and prior to that as Group President,
Orthopedics since joining the Company in November 2018.
Prior to joining Zimmer Biomet, Mr. Tornos served as
Worldwide President of the Global Urology, Medical and
Critical Care Divisions of Becton, Dickinson and Company
(“BD”) (and previously, C. R. Bard, Inc. (“Bard”)) from June
2017 until October 2018. From June 2017 until BD’s
acquisition of Bard in December 2017, Mr. Tornos also
continued to serve as President, EMEA of Bard, a position to
which he was appointed in September 2013. Mr. Tornos joined
Bard in August 2011 and, prior to his appointment as
President, EMEA, served as Vice President and General
Manager with leadership responsibility for Bard’s business in
Southern Europe, Central Europe and the Emerging Markets
Region of the Middle East and Africa. Before joining Bard,
Mr. Tornos served as Vice President and General Manager of
the Americas Pharmaceutical and Medical/Imaging Segments
of Covidien International from April 2009 to August 2011.
Before that, he served as International Vice President,
Business Development and Strategy with Baxter International
Inc. from July 2008 to April 2009 and, prior to that, Mr. Tornos
spent 11 years with Johnson & Johnson in positions of
increasing responsibility. He has also served as a member of
the board of directors at PHC Holdings Corporation since
September 2021.

Mr. Upadhyay was appointed Executive Vice President and

Chief Financial Officer in July 2019. Prior to joining Zimmer

Biomet, Mr. Upadhyay served as Senior Vice President, Global
Financial Operations at Bristol-Myers Squibb from November
2016 until June 2019. Before joining Bristol-Myers Squibb, he
served as Executive Vice President and Chief Financial Officer
of Endo International from September 2013 to November 2016.
Prior to his tenure at Endo International, Mr. Upadhyay served
as Interim Chief Financial Officer as well as Senior Vice
President of Finance, Corporate Controller and Principal
Accounting Officer of BD. Prior to his role as BD’s Interim
Chief Financial Officer and Corporate Controller,
Mr. Upadhyay was the Senior Vice President of Global
Financial Planning and Analysis and also held the role of Vice
President and Chief Financial Officer of BD’s international
business. Before joining BD in 2010, Mr. Upadhyay held a
number of leadership roles across AstraZeneca and Johnson &
Johnson. Mr. Upadhyay spent the early part of his career in
public accounting with KPMG.

Mr. van Zuilen was appointed President, Europe, Middle
East and Africa in June 2021. Prior to joining Zimmer Biomet,
Mr. van Zuilen served in various roles for Medtronic plc,
including as Vice President, North Western Europe from
October 2020 to May 2021, as Vice President, Restorative
Therapies Group EMEA from February 2017 through
September 2020, and as Vice President, Advanced Surgical
Technologies Europe, Surgical Solution Group, from October
2011 through January 2017. He served in other roles of
increasing responsibility with Medtronic plc through January
1998. Before joining Medtronic, he spent more than five years
in medical sales, most recently with Baxter BV (Edwards Life
Sciences).

Ms. Winkler joined Zimmer Biomet as Group Vice President
of Human Resources in March 2020 and was appointed Senior
Vice President, Chief Human Resources Officer in February
2021. Prior to joining Zimmer Biomet, she served Cardinal
Health as a Worldwide Vice President of Human Resources in
the Medical Segment from November 2016 through January
2020. Before joining Cardinal Health, Ms. Winkler served more
than 20 years with Johnson and Johnson, including its
subsidiary companies DePuy and Cordis, most recently as
Global Head, Human Resources Global Finance from April
2011 through November 2016.

Mr. Yi was appointed President, Asia Pacific in June 2015.

He is responsible for the sales, marketing and distribution of
products, services and solutions in the Asia Pacific region.
Mr. Yi joined the Company in March 2013 as Senior Vice
President, Asia Pacific. Previously, 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 https://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, 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 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 Quality, Regulatory 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.

Item 1A. Risk Factors

We operate in a rapidly changing economic and
technological environment that presents numerous risks,
many of which are driven by factors that we cannot control
or predict. Our business, financial condition and results of
operations may be impacted by a number of factors. In
addition to the factors discussed elsewhere in this report,
the following risks and uncertainties could materially
harm our business, financial condition or results of
operations, including causing our actual results to differ
materially from those projected in any forward-looking
statements. The following list of significant risk factors is
not all-inclusive or necessarily in order of importance.
Additional risks and uncertainties not presently known to

us, or that we currently deem immaterial, also may
materially adversely affect us in future periods. You
should carefully consider these risks and uncertainties
before investing in our securities.

Risks Related to our Business, Operations and Strategy

The COVID-19 pandemic has adversely impacted,

and continues to pose risks to, our business, results of
operations and financial condition, the nature and
extent of which are highly uncertain and remain
unpredictable.

Our global operations expose us to risks associated with
public health crises and outbreaks of epidemic, pandemic, or
contagious diseases, such as COVID-19. We continue to
experience a decline in elective surgical procedures globally
due to the COVID-19 pandemic. In the third and fourth
quarters of 2021, the highly transmissible Delta and Omicron
variants resulted in further deferrals of elective surgical
procedures, and we believe that staffing shortages at hospitals
also contributed to the deferral of such procedures. We expect
these declines to continue for the duration of the pandemic,
and they may be further impacted by COVID-19 variants and
resurgences.

The COVID-19 global pandemic has had, and we expect it

to continue to have, an adverse impact on our financial
condition, results of operations and cash flows. Our net sales
have not returned to pre-pandemic levels. It is not certain
when our financial condition, results of operations, or cash
flows will return to pre-pandemic levels. Deferral of elective
surgical procedures has caused us to experience certain of the
following, and we may experience other of the following,
among other potential negative outcomes:
(cid:129) lower revenues, profits and cash flows compared to historic

trends;

(cid:129) additional charges from operating our manufacturing

facilities at less than normal capacity;

(cid:129) goodwill impairment charges;
(cid:129) delays in certain strategic projects and investments,

including our restructuring plans, which will delay or may
eliminate the effectiveness of these strategic initiatives;

(cid:129) excess inventory we cannot sell;
(cid:129) failure to satisfy the covenants in our credit facilities, which

may cause any outstanding amounts to be payable
immediately and could affect our access to capital to fund
our business; and

(cid:129) downgrades to our credit ratings, which could result in

increased interest expense.

COVID-19 and the current financial, economic and capital

markets environment, and future developments in these and
other areas, present material uncertainty and risk with respect
to our performance, financial condition, volume of business,
results of operations and cash flows.

Our restructuring program may not be successful or

we may not fully realize the expected cost savings and/
or operating efficiencies from our restructuring
initiatives.

In December 2019, our Board of Directors approved, and

we initiated, a global restructuring program (the “2019

Restructuring Plan”) with an objective of reducing costs to
allow us to further invest in higher priority growth
opportunities, which program is ongoing. In December 2021,
our management also initiated a global restructuring program
(the “2021 Restructuring Plan”) to reorganize our operations
in preparation for the planned spinoff of ZimVie with an
objective of reducing costs. Restructuring initiatives involve
complex plans and actions that may include, or result in,
workforce reductions, global plant closures and/or
consolidations, product portfolio rationalizations and asset
impairments. Additionally, as a result of restructuring
initiatives, we may experience a loss of continuity, loss of
accumulated knowledge and/or inefficiencies during
transitional periods. Restructuring initiatives present
significant risks that may impair our ability to achieve
anticipated operating enhancements and/or cost reductions, or
otherwise harm our business, including higher than anticipated
costs in implementing our restructuring program, as well as
management distraction. For more information on our
restructuring program, see Note 4 to our consolidated financial
statements. If we fail to achieve some or all of the expected
benefits of restructuring, it could have a material adverse
effect on our competitive position, business, financial
condition, results of operations and cash flows.

Our success largely depends on the strength of our
talent, including our senior management, and ensuring
we have meaningful succession plans in place. We may
not be able to attract, retain and develop the highly
skilled employees we need to support our business,
which could harm our business.

Our future performance depends, in large part, on the
continued skills, experiences, competencies and services of
our senior management and other key talent, including our
ability to attract, retain, develop and motivate key talent.
Competition for talent in the various geographies and business
segments in which we operate is significant. Our ability to
attract and retain key talent, in particular senior management,
will be dependent on a number of factors, including prevailing
market conditions and our ability to offer competitive
compensation packages. There is no guarantee that we will
have the continued service of key employees who we rely upon
to execute our business strategy and identify and pursue
strategic opportunities and initiatives. The loss of the services
of any of our senior management or other key talent, or our
inability to attract highly qualified senior management and
other key talent, could harm our business. In particular, we
may have to incur costs to replace senior officers or other key
employees who leave, and our ability to execute our business
strategy could be impaired if we are unable to replace such
persons in a timely manner.

Effective succession planning is also important to our

long-term success. Failure to ensure effective transfer of
knowledge and orderly transitions involving key employees
could hinder our strategic planning and execution. Further,
changes in our management team may be disruptive to our
business, and any failure to successfully integrate key new
hires or promoted employees could adversely affect our
business and results of operations.

We may not be able to effectively integrate
acquired businesses into our operations or achieve
expected cost savings or profitability from our
acquisitions.

Our acquisitions involve numerous risks, including:
(cid:129) unforeseen difficulties in integrating personnel and sales
forces, operations, manufacturing, logistics, research and
development, information technology, compliance, vendor
management, communications, purchasing, accounting,
marketing, administration and other systems and processes;
(cid:129) difficulties harmonizing and optimizing quality systems and

operations;

(cid:129) diversion of financial and management resources from

existing operations;

(cid:129) unforeseen difficulties related to entering geographic

regions where we do not have prior experience;

(cid:129) potential loss of key employees;
(cid:129) unforeseen risks and liabilities associated with businesses

acquired, including any unknown vulnerabilities in acquired
technology or compromises of acquired data; and

(cid:129) inability to generate sufficient revenue or realize sufficient

cost savings to offset acquisition or investment costs.

As a result, if we fail to evaluate and execute acquisitions

properly, we might not achieve the anticipated benefits of such
acquisitions, and we may incur costs in excess of what we
anticipate. These risks would likely be greater in the case of
larger acquisitions.

The planned spinoff of our Spine and Dental
businesses may not be completed on the terms or
timeline currently contemplated, if at all, and may not
achieve the intended results.

As previously announced, we plan to spin off our Spine

and Dental businesses to form ZimVie Inc., a new and
independent, publicly traded company (“ZimVie”) through a
tax-free distribution to our stockholders of publicly traded
stock in ZimVie. Unanticipated developments could delay,
prevent or otherwise adversely affect the planned spinoff.
Therefore, we cannot provide assurance that we will be able to
complete the spinoff on the terms or on the timeline that we
announced, or at all.

We expect the completion of the spinoff to continue to
require significant expenses and management time and effort.
We will have continuing obligations to ZimVie after the
completion of the spinoff, which may cause us to incur
additional costs. The spinoff will also require modifications to
our systems and processes used to operate our business. We
may experience delays, increased costs and other difficulties
related to these modifications during or following the spinoff,
which could adversely affect our business, financial condition
and results of operations. Following the spinoff, we will be a
smaller, less diversified company with a narrower business
focus and may be more vulnerable to changing market
conditions, which could adversely affect our operating results.
We may also experience increased difficulties in attracting,
retaining and motivating employees during the pendency of
the spinoff and following its completion, which could harm our
business.

Further, if the spinoff is completed, the anticipated
benefits and synergies of the transaction, strategic and

competitive advantages of each company, and future growth
and other opportunities for each company may not be realized
within the expected time periods or at all. Failure to
implement the spinoff effectively could also result in a lower
value to our company and our stockholders.

The planned spinoff, and any subsequent

divestiture of our retained interest in ZimVie, could
result in substantial tax liability.

We obtained an Internal Revenue Service (“IRS”) ruling,

and we intend to obtain an opinion as to the tax-free nature of
the spinoff under the U.S. Internal Revenue Code of 1986, as
amended. The IRS ruling is, and the opinion will be, based,
among other things, on various factual assumptions and
representations we will make. If any of these assumptions or
representations are, or become, inaccurate or incomplete,
reliance on the opinion and ruling may be jeopardized. If the
spinoff does not qualify for tax-free treatment for U.S. federal
income tax purposes, the resulting tax liability to us, to our
stockholders and to ZimVie stockholders could be substantial.
We have announced we intend to retain 19.7% of the
outstanding shares of ZimVie common stock upon the spinoff
and to divest these shares after the spinoff in a tax-efficient
manner. There can be no assurance that any such divestiture
will occur, will occur at a time or times favorable to us, or will
occur at prices or on terms favorable to us. Additionally, there
can be no assurance that any such divestiture achieves a
desired or any favorable tax treatment. If the divesture does
not achieve a favorable tax treatment, the resulting tax liability
to us, to our stockholders, and to ZimVie stockholders could be
substantial.

Interruption of manufacturing operations could

adversely affect our business, financial condition and
results of operations.

We and our third-party manufacturers 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 plants. Damage to one or more
facilities from weather or natural disaster-related events,
vulnerabilities in technology, cyber-attacks against our
information systems or the information systems of our business
partners (such as ransomware attacks), or issues in
manufacturing arising from failure to follow specific internal
protocols and procedures, compliance concerns relating to the
QSR and Good Manufacturing Practice requirements,
equipment breakdown or malfunction, reductions in operations
and/or worker absences due to the COVID-19 pandemic or
other health epidemics (or local, state, or national reactions to
such epidemics), or other factors could adversely affect the
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. We have experienced such
interruptions due to the COVID-19 pandemic, and we may
experience such interruptions in the future. 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.

products through our due diligence procedures. As a result, we
may face reputational challenges with our customers and other
stakeholders.

Disruptions in the supply of the materials and
components used in manufacturing our products or the
sterilization of our products by third-party suppliers
could adversely affect our business, financial condition
and results of operations.

We purchase many of the materials and components used
in manufacturing our products from third-party suppliers 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 suppliers for such materials or components or
outsourced activities in a timely or cost effective manner,
largely as a result of FDA and other worldwide 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 suppliers’ manufacturing processes and the need for
clearance or approval of significant changes by worldwide
regulatory bodies prior to implementation. A reduction or
interruption in the supply of materials or components used in
manufacturing our products, such as due to one or more
suppliers experiencing reductions in operations and/or worker
absences due to the COVID-19 pandemic or other health
epidemics; 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 business, financial condition and results of operations.
In addition, many of our products require sterilization
prior to sale and we utilize a mix of internal resources and
contract sterilizers to perform this service. To the extent we or
our contract sterilizers are unable to sterilize our products,
whether due to capacity, availability of materials for
sterilization, regulatory or other constraints, including federal
and state regulations on the use of ethylene oxide, or
reductions in operations and/or worker absences due to the
COVID-19 pandemic or other health epidemics, we may be
unable to transition to other contract sterilizers, sterilizer
locations or sterilization methods in a timely or cost effective
manner or at all, which could have a material impact on our
results of operations and financial condition.

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. 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

We are increasingly dependent on sophisticated
information technology and if we fail to effectively
maintain or protect our information systems or data,
including from data breaches, 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, expanding privacy and
cybersecurity laws, changes in our system platforms and
integration of new business acquisitions, we have been
consolidating and integrating the number of systems we
operate and have upgraded and expanded our information
systems capabilities. In addition, some of our products and
services incorporate software or information technology that
collects data regarding patients and patient therapy, and some
products or software we provide to customers connect to our
systems for maintenance and other purposes. We also have
outsourced elements of our operations to third parties, and, as
a result, we manage a number of third-party suppliers who may
or could have access to our confidential information, including,
but not limited to, intellectual property, proprietary business
information and personal information of patients, employees
and customers (collectively “Confidential Information”).

Our information systems, and those of third-party

suppliers with whom we contract, 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, changing threats
and vulnerabilities, and the increasing need to protect patient
and customer information. In addition, given their size and
complexity, these systems could be vulnerable to service
interruptions or to security breaches from inadvertent or
intentional actions by our employees, third-party vendors and/
or business partners, or from cyber-attacks by malicious third
parties attempting to gain unauthorized access to our
products, systems or Confidential Information.

Like other large multi-national corporations, we have

experienced instances of successful phishing attacks on our
email systems and expect to be subject to similar attacks in the
future. We also are subject to other cyber-attacks, including
state-sponsored cyber-attacks, industrial espionage, insider
threats, computer denial-of-service attacks, computer viruses,
ransomware and other malware, payment fraud or other cyber
incidents. In addition, as a result of the COVID-19 pandemic, a
significant number of our employees who are able to work
remotely are doing so, and malicious cyber actors may increase
malware campaigns and phishing emails targeting teleworkers,
preying on the uncertainties surrounding COVID-19, which
exposes us to additional cybersecurity risks. Our incident
response efforts, business continuity procedures and disaster
recovery planning may not be sufficient for all eventualities. If
we fail to maintain or protect our information systems and data
integrity effectively, we could:
(cid:129) lose existing customers, vendors and business partners;

(cid:129) have difficulty attracting new customers;
(cid:129) have problems in determining product cost estimates and

establishing appropriate pricing;

(cid:129) suffer outages or disruptions in our operations or supply

chain;

(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) be subject to issues with product functionality that may

result in a loss of data, risk to patient safety, field actions
and/or product recalls;

(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. We will
continue to dedicate significant resources to protect against
unauthorized access to our systems and work with government
authorities to detect and reduce the risk of future cyber
incidents; however, cyber-attacks are becoming more
sophisticated, frequent and adaptive. Therefore, despite our
efforts, we cannot assure that cyber-attacks or data breaches
will not occur or that systems issues will not arise in the future.
Any significant breakdown, intrusion, breach, interruption,
corruption or destruction of these systems could have a
material adverse effect on our business and reputation and
could materially adversely affect our results of operations and
financial condition.

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 and
improve existing products and technologies. Competition is
primarily on the basis of:
(cid:129) technology;
(cid:129) innovation;
(cid:129) quality;
(cid:129) reputation;
(cid:129) customer service; and
(cid:129) pricing.

(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 employees and 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 employees’, 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. A loss of a significant
number of our 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 musculoskeletal 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

In markets outside of the U.S., other factors influence

products.

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

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.

us;

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, 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 product or
service 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 products.

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 or change
reimbursement models for hospitals and other healthcare
providers for our products, demand for our products may
decline, or we may experience increased pressure to reduce
the prices of our products, which could have a material
adverse effect on our sales and results of operations.

We have also experienced downward pressure on product

pricing and other effects of healthcare reform in our
international markets. For example, China has implemented a
volume-based procurement process designed to decrease
prices for medical devices and other products. If key
participants in government healthcare systems reduce the
reimbursement levels for our products, including through
political changes or transitions, our business, financial
condition, results of operations and cash flows may be
adversely affected.

We are subject to cost containment measures in the
United States and other countries, resulting in pricing
pressures, which could have a material adverse effect
on our business, results of operations, and cash flows.
Initiatives to limit the growth of general healthcare

expenses and hospital costs are ongoing in the markets in
which we do business. These initiatives are sponsored by
government agencies, legislative bodies and the private sector
and include price regulation and competitive pricing. For
example, China has implemented a volume-based procurement
process designed to decrease prices for certain medical
devices and other products, which has in the past resulted in,

and could in the future result in, reduced margins on covered
devices and products, required renegotiation of distributor
arrangements, and incurrence of inventory-related charges.
Pricing pressure has also increased due to continued
consolidation among healthcare providers, trends toward
managed care, the shift toward governments becoming the
primary payors of healthcare expenses, reductions in
reimbursement levels and government laws and regulations
relating to reimbursement and pricing generally.

In addition, 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.

Financial, Credit and Liquidity Risks

We incurred substantial additional indebtedness
in connection with previous mergers and acquisitions
and may not be able to meet all of our debt obligations,
and the phase-out, replacement or unavailability of
LIBOR and/or other interest rate benchmarks could
adversely affect our indebtedness.

We incurred substantial additional indebtedness in
connection with previous mergers and acquisitions. At
December 31, 2021, our total indebtedness was $7.1 billion, as
compared to $1.4 billion at December 31, 2014. As of
December 31, 2021, our debt service principal obligations
(excluding interest, leases and equipment notes), during the
next 12 months are expected to be $1.6 billion. 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;

(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;

(cid:129) limit our flexibility in planning for, or reacting to, changes in

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.

In addition, the interest rates applicable to certain of our

debt obligations are based on a fluctuating rate of interest
determined by reference to the London Interbank Offered Rate
(“LIBOR” or “LIBO rate”). Any increase in interest rates
applicable to our debt obligations would increase our cost of
borrowing and could adversely affect our financial position,
results of operations or cash flows. Further, in July 2017, the
U.K.’s Financial Conduct Authority (the “FCA”), which
regulates LIBOR, announced that it intends to stop persuading
or compelling banks to submit rates to the ICE Benchmark
Administration Limited. On March 5, 2021, the FCA publicly
announced publication of all non-U.S. dollar denominated LIBO
rate settings, as well as the 1-week and 2-month U.S. dollar
denominated LIBO rate, will permanently cease as of
December 31, 2021, and that publication of the overnight and
12-month U.S. dollar denominated LIBO rate settings will
permanently cease after June 30, 2023. In addition, the FCA
announced that immediately after June 30, 2023, the 1-month,
3-month and 6-month U.S. dollar LIBO rates will cease to be
provided or, subject to the FCA’s consideration of the case,
may be provided on a synthetic basis and no longer be
representative of the underlying market and economic reality
that they are intended to measure and that representativeness
will not be restored. The dates announced by the FCA may
change or other administrators of LIBO rates and/or regulators
may take further action that could change or otherwise impact
the availability and characteristics of LIBO rates, currencies
and tenors. The credit agreements governing our debt provide
a mechanism for determining alternative rates of interest using
customary hardwired rate replacement provisions which
establish a waterfall approach for establishment of a
replacement benchmark interest rate in the event that LIBO
rates are unavailable, subject to spread adjustments to be
determined with reference to the recommendations of relevant
governmental bodies or, in certain circumstances, evolving or
then-prevailing market conventions for determining or
calculating such spread adjustment for U.S. dollar
denominated syndicated credit facilities. Any alternative,
successor, or replacement rate may not be similar to, or
produce the same value or economic equivalence of, the LIBO
rate or have the same volume or liquidity as did the LIBO rate
prior to its discontinuance or unavailability, which may
increase our overall interest expense on unhedged variable
rate indebtedness which is currently based on the LIBO rate.

We will continue to monitor the situation and address the
potential reference rate changes in future debt obligations that
we may incur. Accordingly, the potential effect of the
phase-out, replacement or unavailability of LIBOR, or the
unavailability of any other interest rate benchmark such as
EURIBOR or TIBOR, on our cost of capital cannot yet be
determined. Further, the use of an alternative base rate or a
benchmark replacement rate as a basis for calculating interest

with respect to any outstanding variable rate indebtedness
could lead to an increase in the interest we pay and a
corresponding increase in our costs of capital or otherwise
have a material adverse impact on our business, financial
condition or results of operations.

We may have additional tax liabilities.
We are subject to income taxes in the U.S. and many

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
and calculations where the ultimate tax determination is
uncertain. We are regularly 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.

Changes in the tax laws of the jurisdictions where we do

business, including an increase in tax rates or an adverse
change in the treatment of an item of income or expense,
could result in a material increase in our tax expense. For
example, changes in the tax laws of foreign jurisdictions could
arise as a result of the “base erosion and profit shifting” project
undertaken by the Organisation for Economic Co-operation
and Development (“OECD”). The OECD, which represents a
coalition of member countries, has recommended changes to
numerous long-standing tax principles. These changes, as
adopted by countries, could increase tax uncertainty and may
have a material adverse impact on our business, financial
condition or results of operations.

The proposed Build Back Better Act or similar
legislation, if enacted, could lead to changes in tax
laws that could negatively impact our effective tax
rate.

The Build Back Better Act proposed an increase in the
U.S. Global Intangible Low-Taxed Income (“GILTI”) foreign
minimum tax rate from 10.5% to 15%, assessing the GILTI tax
on a per country basis, reduction of the Foreign-Derived
Intangible Income tax benefit, and disallowance of certain
corporate interest expense. If any or all of these (or similar)
proposals are ultimately enacted into law, in whole or in part,
they could have a material adverse impact on our business,
financial condition or results of operations.

If our independent agents and distributors are
characterized as employees, we would be subject to
additional tax and other liabilities.

We structure our relationships with independent agents

and distributors in a manner that we believe results in an
independent contractor relationship, not an employee
relationship. Although we believe that our independent agents
and distributors are properly characterized as independent
contractors, tax or other regulatory authorities may in the
future challenge our characterization of these relationships.
Further, we have been subject to lawsuits challenging the
characterization of these relationships in recent years.
Changes in classification from independent contractor to
employee can result in a change to various requirements
associated with the payment of wages, tax withholding, and

the provision of unemployment, health, and other traditional
employer-employee related benefits. If regulatory authorities
or state, federal or foreign courts were to determine that our
independent agents or distributors are employees, and not
independent contractors, we would be required to withhold
income taxes, to withhold and pay social security, Medicare
and similar taxes and to pay unemployment and other related
payroll taxes. We would also be liable for unpaid past taxes and
subject to penalties. As a result, any determination that our
independent agents and distributors are our employees could
have a material adverse effect on our business, financial
condition or results of operations.

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) changes in foreign regulatory requirements, such as more

stringent requirements for regulatory clearance of products;

(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.;

Future material impairments in the carrying value

(cid:129) trade protection measures, import or export requirements,

of our intangible assets, including goodwill, would
negatively affect our operating results.

Goodwill and intangible assets represent a significant

portion of our assets. At December 31, 2021, we had
$9.2 billion in goodwill and $6.3 billion of intangible assets. The
goodwill results from our acquisition activity 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. As
discussed further in Note 11 to our consolidated financial
statements, in the first quarter of 2020, we recorded goodwill
impairment charges of $612.0 million as a result of the adverse
impacts from the COVID-19 pandemic and a change in our
reportable segments, and in the second quarter of 2021 and
2020, we recorded $16.3 million and $33.0 million,
respectively, of in-process research and development
(“IPR&D”) intangible asset impairments on certain IPR&D
projects. If the operating performance at one or more of our
reporting units falls significantly below current levels,
including if elective surgical procedures are deferred longer
than our current expectations due to the COVID-19 pandemic,
if competing or alternative technologies emerge, if market
conditions or future cash flow estimates for one or more of our
businesses decline, or as a result of restructuring initiatives
pursuant to which we reorganize our reporting units, we could
be required to record additional impairment charges. Any
write-off of a material portion of our goodwill or unamortized
intangible assets would negatively affect our results of
operations.

Global Operational Risks

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 approximately 40 percent of our net sales in 2021 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

new or increased tariffs, trade embargoes and sanctions and
other trade barriers, which may prevent us from shipping
products to a particular market and may increase our
operating costs;

(cid:129) foreign exchange controls that might prevent us from
repatriating cash earned in countries outside the U.S.;
(cid:129) complex data privacy and cybersecurity 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;

(cid:129) difficulty in staffing and managing foreign operations;
(cid:129) labor force instability;
(cid:129) potentially negative consequences from changes in tax laws;

and

(cid:129) political, social and economic instability and uncertainty,

including sovereign debt issues.

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.

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, the Japanese Yen, the Swiss
Franc or 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 or may create additional financial obligations for us.
Further, if the counterparties to the derivative financial
instrument transactions fail to honor their obligations due to
financial distress or otherwise, we would be exposed to
potential losses or the inability to recover anticipated gains
from those transactions.

Legal, Regulatory and Compliance Risks

We are subject to costly and complex laws and
governmental regulations relating to the development,
design, product standards, packaging, advertising,
promotion, postmarket surveillance, manufacturing,
labeling and marketing of our products,
non-compliance with which could adversely affect our
business, financial condition and results of operations.

Our global regulatory environment is increasingly

stringent, unpredictable and complex. The products we design,
develop, manufacture and market are subject to rigorous
regulation by the FDA and numerous other supranational,
national, federal, regional, state and local governmental
authorities. The process of obtaining regulatory approvals and
clearances to market these products 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 and
other supranational, national, federal, regional, state and local
requirements globally. Compliance with these requirements,
including the QSR, 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 and other
regulators, which may result in observations (such as on Form
483), and in some cases warning letters, that require corrective
action, or other forms of enforcement. If the FDA or another
regulator were to conclude that we are not in compliance with
applicable laws or regulations, or that any of our products are
ineffective or pose an unreasonable health risk, they could ban
such products, detain or seize adulterated or misbranded
products, order a recall, repair, replacement, or refund of
payment of such products, refuse to grant pending premarket
approval applications, refuse to provide certificates for
exports, and/or require us to notify healthcare professionals
and others that the products present unreasonable risks of
substantial harm to the public health. Furthermore, the FDA
strictly regulates the promotional claims that we may make
about approved or cleared products. If the FDA determines
that we have marketed or promoted a product
for off-label use—uses other than those indicated on the
labeling cleared by the FDA—we could be subject to fines,
injunctions or other penalties. The FDA or other regulators
may also impose operating restrictions, including a ceasing of
operations at one or more facilities, enjoin and restrain certain
violations of applicable law pertaining to our products, seizure
of products and assess civil or criminal penalties against our
officers, employees or us. The FDA or other regulators could
also issue a corporate warning letter or a recidivist warning
letter or negotiate the entry of a consent decree of permanent
injunction with us, and/or recommend prosecution. Any
adverse regulatory action, depending on its magnitude, may
restrict us from effectively manufacturing, marketing and
selling our products and could have a material adverse effect

on our business, financial condition and results of operations.
In August 2018, we received a warning letter from the

FDA related to observed non-conformities with current good
manufacturing practice requirements of the QSR at our
Warsaw North Campus manufacturing facility. As of
February 25, 2022, this warning letter remained pending. Until
the violations are corrected, we may become subject to
additional regulatory action by the FDA as described above,
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 21 to our consolidated financial
statements.

Governmental regulations outside the U.S. continue to
become increasingly stringent and complex. In the EU, for
example, the MDR became effective in May 2021 and includes
significant additional premarket and post-market
requirements. Complying with the requirements of this
regulation requires us to incur significant expense.
Additionally, the availability of EU notified body services
certified to the new requirements is limited, which may delay
the marketing approval for some of our products under the
MDR. Any such delays, or any failure to meet the requirements
of the new regulation, could adversely impact our business in
the EU and other regions that tie their product registrations to
the EU requirements. Similarly, the separation of states from
participation in the EU, such as through the cessation of the
UK’s membership in the EU (commonly known as “Brexit”)
and the separation of the Swiss and EU medical product
markets with the adoption of MDR (commonly referred to as
“Swexit”), may result in further regulatory risk and complexity
as the former EU member or participant state establishes
separate laws and regulations governing medical products.

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.

If we fail to comply with healthcare fraud and

abuse or data privacy and security laws and
regulations, we could face substantial penalties and
our business, operations and financial condition could
be adversely affected.

The sales, marketing and pricing of products and
relationships that medical products companies have with
healthcare providers are under increased scrutiny around the
world. Our industry is subject to various laws and regulations
pertaining to healthcare fraud and abuse, including the False
Claims Act, the Anti-Kickback Statute, the Stark law, the
Physician Payments Sunshine Act, the Food, Drug, and
Cosmetic Act and similar laws and regulations in the U.S. and
around the world. In addition, we are subject to various laws
concerning anti-corruption and anti-bribery matters (including
the FCPA), 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 OIG-HHS, the SEC, the OFAC, the Bureau of Industry
and Security of the U.S. Department of Commerce and state
attorneys general.

We are also subject to federal, state and international data

privacy and security laws and regulations that govern the
collection, use, disclosure, transfer, storage, disposal and
protection of health-related and other personal information.
The FDA has issued guidance to which we may be subject
concerning data security for medical devices. The FDA and the
DHS have also issued urgent safety communications regarding
cybersecurity vulnerabilities of certain medical devices, which
vulnerabilities may apply to some of our current or future
devices.

In addition, certain of our affiliates are subject to privacy,

security and breach notification regulations promulgated under
HIPAA. HIPAA governs the use, disclosure, and security of
protected health information by HIPAA “covered entities” and
their “business associates.” Covered entities are health plans,
health care clearinghouses and health care providers that
engage in specific types of electronic transactions. A business
associate is any person or entity (other than members of a
covered entity’s workforce) that performs a service on behalf
of a covered entity involving the use or disclosure of protected
health information. HHS (through the Office for Civil Rights)
has direct enforcement authority against covered entities and
business associates with regard to compliance with HIPAA
regulations. On December 10, 2020, HHS issued an NPR to
modify the HIPAA privacy rule. Separately, HHS (through the
National Coordinator for Health Information Technology)
issued a new rule, which took effect on April 5, 2021, that
limits “blocking” of electronic health information. We intend to
monitor both the NPR and the “information blocking” rule and
assess their impact on the use of data in our business.

In addition to the FDA guidance and HIPAA regulations

described above, a number of U.S. states have also enacted
data privacy and security laws and regulations that govern the
collection, use, disclosure, transfer, storage, disposal, and
protection of personal information, such as social security
numbers, medical and financial information and other personal
information. These laws and regulations may be more
restrictive and not preempted by U.S. federal laws. For
example, several U.S. territories and all 50 states now have
data breach laws that require timely notification to individuals,
and at times regulators, the media or credit reporting agencies,
if a company has experienced the unauthorized access or
acquisition of personal information. Other state laws include
the CCPA, which took effect on January 1, 2020. The CCPA,
among other things, contains new disclosure obligations for
businesses that collect personal information about California
residents and affords those individuals numerous rights
relating to their personal information that may affect our
ability to use personal information or share it with our business
partners. A second law in California, the CPRA, passed via a
ballot referendum in November 2020. The CPRA expands the

scope of the CCPA and establishes a new California Privacy
Protection Agency that will enforce the law and issue
regulations. The CPRA is scheduled to take effect on
January 1, 2023, with a lookback to January 1, 2022. Other
states have considered and/or enacted similar privacy laws. We
will continue to monitor and assess the impact of these state
laws, which may impose substantial penalties for violations,
impose significant costs for investigations and compliance,
allow private class-action litigation and carry significant
potential liability for our business.

The legislative and regulatory framework for privacy and

data protection issues worldwide is rapidly evolving as
countries continue to adopt privacy and data security laws.
Outside of the U.S., data protection laws, including the GDPR
in the EU (“EU GDPR”) and the UK (“UK GDPR”), the LGPD
in Brazil, and the Personal Information Protection Law
(“PIPL”) in China, also apply to our operations in those
countries in which we provide services to our customers. The
UK GDPR and EU GDPR impose, among other things, data
protection requirements that include strict obligations and
restrictions on the ability to collect, analyze and transfer UK
and EU personal data, a requirement for prompt notice of data
breaches to data subjects and supervisory authorities in
certain circumstances, and possible substantial fines for any
violations (including possible fines for certain violations of up
to the greater of 20 million Euros or 4% of total worldwide
annual turnover of the preceding financial year under the EU
GDPR, and up to the greater of 17.5 million Pounds or 4% of
total worldwide annual turnover of the preceding financial year
under the UK GDPR). The issue of new standard contractual
clauses (“SCCs”) governing cross-border data transfers
between controllers and processors by the EU Commission, in
conjunction with related requirements on conducting data
transfer impact assessments in respect of cross-border data
transfers from the EU and the UK, may involve an increase in
our costs of compliance as we transition to those SCCs and
subject us to increased scrutiny by EU and UK regulators. The
PIPL, which took effect on November 1, 2021, shares many
similarities with the EU GDPR. This includes extraterritorial
reach, strict restrictions on transfer of personal information
(including in certain situations data localization or prior
certification/authorization requirements), compliance
obligations and sanctions for non-compliance (of up to 5% of
annual turnover or 50 million Yuan). It also seeks to impose
additional requirements not currently contemplated under the
EU GDPR. The PIPL may increase our costs of compliance,
subject us to enhanced scrutiny from Chinese regulators and
affect our cross-border data transfers.

The interpretation and enforcement of the laws and
regulations described above are uncertain and subject to
change, and may require substantial costs to monitor and
implement compliance with any additional requirements.
Failure to comply with U.S. and international data protection
laws and regulations could result in government enforcement
actions (which could include substantial civil and/or criminal
penalties), private litigation and/or adverse publicity and could
have a material adverse impact on our business, financial
condition or results of operations.

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 21 to our consolidated
financial statements, we are defending product liability
lawsuits relating to the Durom® Acetabular Component
(“Durom Cup”), certain products within the M/L Taper and M/
L Taper with Kinectiv® Technology hip stems and Versys®
Femoral Head implants, and the M2a-MagnumTM hip system.
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 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 has in the past resulted in, and could
in the future 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.

Our success depends in part on our proprietary

technology, processes, methodologies and information. We rely
on a combination of patent, copyright, trademark, trade secret
and other intellectual property laws and nondisclosure, license,
assignment and confidentiality arrangements to establish,
maintain and protect our proprietary rights, as well as the
intellectual property rights of third parties whose assets we
license. However, the steps we have taken to protect our
intellectual property rights, and the rights of those from whom

we license intellectual property, may not be adequate to
prevent unauthorized use, misappropriation or theft of 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 may require us to negotiate licenses to conduct
our business, and the required licenses may not be available on
reasonable terms or at all. We also cannot be certain that
others will not independently develop substantially equivalent
proprietary information.

In addition, intellectual property laws differ in various
jurisdictions in which we operate and are subject to change at
any time, which could further restrict our ability to protect our
intellectual property and proprietary rights. In particular, a
portion of our revenues is derived from jurisdictions where
adequately protecting intellectual property rights may prove
more challenging or impossible. We may also not be able to
detect unauthorized uses or take timely and effective steps to
remedy unauthorized conduct. To prevent or respond to
unauthorized uses of our intellectual property, we might be
required to engage in costly and time-consuming litigation or
other proceedings and we may not ultimately prevail. Any
failure to establish, maintain or protect our intellectual
property or proprietary rights could have a material adverse
effect on our business, financial condition, or results of
operations.

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 and
securities litigation and claims and other legal proceedings that
arise from time to time in the ordinary course of our business.
For example, as discussed further in Note 21 to our
consolidated financial statements, there have been four
shareholder derivative actions filed purportedly on our behalf
against certain of our current and former directors and officers
and certain former stockholders of ours who sold shares of our
common stock in secondary public offerings in 2016, alleging
breaches of fiduciary duties and insider trading, based on
allegations that we made materially false and/or misleading
statements and/or omissions about our compliance with FDA
regulations and our ability to continue to accelerate our
organic revenue growth rate in the second half of 2016.
Although we believe there are 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.

Risks Related to Our Organizational Documents and Jurisdiction of
Incorporation

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.

Item 1B. Unresolved Staff Comments

Not Applicable.

Item 2. Properties

We own or lease approximately 340 different facilities around the world, of which approximately half are in the U.S. Our
corporate headquarters is in Warsaw, Indiana. Warsaw, Indiana is also home to our most significant manufacturing, research and
development (“R&D”), and other business activities for our Knees, Hips and S.E.T. product divisions. Our Spine, CMFT and Dental
products divisions also have business unit headquarters located in the U.S. that are the primary facilities for these product divisions’
manufacturing, R&D and other business activities. Internationally, our EMEA regional headquarters is in Switzerland and our Asia
Pacific regional headquarters is in Singapore.

We have approximately 35 manufacturing locations in the U.S. and internationally. Our most significant locations outside of the

U.S. are in Switzerland, Ireland, the U.K., China, and Puerto Rico. We primarily own our manufacturing facilities in the U.S.;
internationally, we occupy both owned and leased manufacturing facilities.

We maintain sales and administrative offices and warehouse and distribution facilities in more than 45 countries around the

world. These local market facilities are primarily leased due to common businesses practices and to allow us to be more adaptable
to changing needs in the market.

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 the Netherlands to be able to
efficiently distribute our products to customers in the U.S. and EMEA.

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, R&D and office space, provide sufficient capacity to meet
ongoing demands.

Item 3. Legal Proceedings

Information pertaining to certain legal proceedings in which we are involved can be found in Note 21 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.

PART II

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.” As of

February 8, 2022, there were approximately 15,400 holders of record of our common stock. A substantially greater number of
holders of our common stock are “street name” or beneficial holders, whose shares of record are held by banks, brokers and other
financial institutions.

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.

The information required by this Item concerning equity compensation plans is incorporated herein by reference to Item 12 of

this report.

Item 6.

[Reserved]

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. The
following discussion, analysis and comparisons generally focus
on the operating results for the years ended December 31,
2021 and 2020. Discussion, analysis and comparisons of the
years ended December 31, 2020 and 2019 that are not
included in this Form 10-K can be found in “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” in Part II, Item 7 of the Company’s Annual Report
on Form 10-K for the year ended December 31, 2020.

On February 5, 2021, we announced our intention to
pursue a plan to spin off our Spine and Dental businesses into
a new public company. The expected completion date of the
spinoff of ZimVie is March 1, 2022. The following discussion
and analysis includes these businesses in our discussion of
financial condition and results of operations.

EXECUTIVE LEVEL OVERVIEW

Impact of the COVID-19 Global Pandemic

Our results continue to be impacted by the COVID-19
global pandemic. The vast majority of our net sales are derived
from products used in elective surgical procedures. As
COVID-19 rapidly started to spread throughout the world in
early 2020, our net sales decreased dramatically as countries
took precautions to prevent the spread of the virus with
lockdowns and stay-at-home measures and as hospitals
deferred elective surgical procedures. The timing, level and
sustainability of the recovery of elective surgical procedures
has been difficult to predict, as a number of factors are
involved, including which geographies are affected and the
different measures governments and healthcare systems take
in response to the virus in those areas. In the second half of
2021, the highly transmissible Delta and Omicron variants
resulted in further deferrals of elective surgical procedures.
Additionally, we believe that staffing shortages at hospitals are
also contributing to the deferral of elective surgical
procedures.

2021 Financial Highlights

In 2021, our net sales increased by 11.6 percent compared

to 2020 primarily due to the significant deferral of elective
surgical procedures at the onset of the COVID-19 pandemic in
2020. Our net earnings were $401.6 million in 2021 compared
to a net loss of $138.9 million in 2020. In 2021, we returned to
profitability compared to a net loss in 2020, primarily due to
higher net sales combined with fixed operating costs that did

not increase proportionally to the increase in net sales, and a
reduction in operating expenses including goodwill and
intangible asset impairment charges and certain fixed
overhead and hourly production worker labor expenses. In
2020, we recognized $645.0 million of goodwill and intangible
asset impairment charges primarily due to the forecasted
impact of COVID-19 on our operating results. In the second
quarter of 2020, we also temporarily suspended or limited
production at certain manufacturing facilities, resulting in
additional expense recognized in cost of products sold that
related to certain fixed overhead costs and hourly production
worker labor expenses that are included in the cost of
inventory when these facilities are operating at normal
capacity. The additional expense for suspended and limited
production continued throughout 2020 and while we did
recognize similar charges in 2021, they were lower than the
2020 charges. These reduced expenses in 2021 were partially
offset by a charge for the early extinguishment of debt, higher
research and development expenses, including certain
agreements we entered into to gain access to or acquire third-
party in-process R&D projects, higher consulting and
professional service expenses related to the planned spinoff of
our Spine and Dental businesses, and higher litigation-related
charges.

2022 Outlook

We believe the COVID-19 variant surges and continuing
staffing shortages that occurred late in 2021 will continue to
negatively impact our net sales in 2022. As previously
mentioned, we expect to spin off our Spine and Dental
businesses on March 1, 2022. We expect to apply discontinued
operations accounting after the separation, which will require
us to recast our prior period results to reflect both continuing
and discontinued operations. Accordingly, it is difficult to
provide forward-looking information that is comparable to our
historical results until the recasting of prior periods is
complete.

RESULTS OF OPERATIONS

We analyze sales by three geographies, the Americas,

EMEA and Asia Pacific, and by the following product
categories: Knees; Hips; S.E.T.; Spine & Dental; 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,

2021

2020

% Inc

Volume/
Mix

Foreign
Exchange

Price

$4,800.2

$4,335.4

10.7%

11.7% (1.2)% 0.2%

1,671.1

1,391.3

1,364.9

1,297.8

20.1

5.2

16.7

8.9

(0.3)

(5.5)

3.7

1.8

$7,836.2

$7,024.5

11.6

12.1

(1.8)

1.3

Year Ended December 31,

2020

2019

% (Dec)

Volume/
Mix

Foreign
Exchange

Price

$4,335.4

$4,875.8

(11.1)%

(7.9)% (3.1)% (0.1)%

1,391.3

1,746.9

(20.4)

(20.5)

(0.8)

1,297.8

1,359.5

(4.5)

(1.5)

0.9

1.5

$7,024.5

$7,982.2

(12.0)

(10.0)

(2.4)

0.4

“Foreign Exchange” used in the tables in this report represents the effect of changes in foreign currency exchange rates on

sales.

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.

Spine & Dental

Other

Total

Knees

Hips

S.E.T.

Spine & Dental

Other

Total

Year Ended December 31,

2021

2020

% Inc

Volume/
Mix

Foreign
Exchange

Price

$2,647.9

$2,378.3

11.3%

12.4% (2.4)% 1.3%

1,856.1

1,750.5

1,727.8

1,525.6

1,008.8

595.6

897.0

473.1

6.0

13.3

12.5

25.9

8.2

12.2

11.8

26.7

(3.3)

(0.3)

(1.7)

1.1

1.4

1.0

0.9

$7,836.2

$7,024.5

11.6

12.1

(1.8)

1.3

Year Ended December 31,

2020

2019

% (Dec)

Volume/
Mix

Foreign
Exchange

Price

$2,378.3

$2,780.6

(14.5)% (12.1)%(2.7)% 0.3%

1,750.5

1,931.5

1,525.6

1,652.5

(9.4)

(7.7)

(7.1) (2.8)

(5.9) (2.1)

897.0

473.1

1,021.8

(12.2)

(11.4) (1.3)

595.8

(20.6)

(19.1) (1.9)

0.5

0.3

0.5

0.4

$7,024.5

$7,982.2

(12.0)

(10.0) (2.4)

0.4

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):

Year Ended December 31,

2021

2020

2019

2021 vs. 2020
% Inc/(Dec)

2020 vs. 2019
% Inc/(Dec)

$1,574.2
588.9
484.8

$1,444.7
485.6
448.0

$1,645.4
650.6
484.6

$2,647.9

$2,378.3

$2,780.6

$ 997.8
474.0
384.3

$ 941.5
407.8
401.2

$1,016.3
499.8
415.4

9.0%

21.3
8.2

11.3

6.0%

16.2
(4.2)

$1,856.1

$1,750.5

$1,931.5

6.0

(12.2)%
(25.4)
(7.6)

(14.5)

(7.4)%

(18.4)
(3.4)

(9.4)

which we operate, we continue to experience pricing pressure
from governmental healthcare cost containment efforts and from
local hospitals and health systems. Pricing in 2021 was also
negatively affected by the anticipated China VBP implementation
due to ongoing pricing negotiations with distributor partners.

Foreign Currency Exchange Rates

In 2021, changes in foreign currency exchange rates had a
positive effect of 1.3 percent on year-over-year sales. If foreign
currency exchange rates remain at levels consistent with recent
rates, we estimate they will have a negative impact of
approximately 2.0 percent on sales in 2022 for the full year.

Estimated Market Trends

The following table presents estimated* 2021 global market
information (dollars in billions):

Zimmer
Biomet
Market
Position**

Global
Market
Size**

Global Historic
Market % Growth***

$10

Low-Single Digit

Mid-Single Digit

N/A

Low-Single Digit

Mid-Single Digit

Knees

Hips

S.E.T.

Spine

Dental

* Estimates are not precise and are based on competitor annual filings,
Wall Street equity research and Company estimates
** Only includes the subsegments in these markets in which we compete
*** Represents historic growth in recent years, absent the effects of the
COVID-19 pandemic, and excludes the effect of changes in foreign
currency exchange rates on sales growth
N/A In these product categories, due to the breadth of subcategories and
since some major competitors are privately owned, it is difficult to
determine our exact position.

Knees

Americas
EMEA
Asia Pacific

Total

Hips

Americas
EMEA
Asia Pacific

Total

Demand (Volume/Mix) Trends

Changes in volume and mix of product sales had a positive

effect of 12.1 percent on year-over-year sales during the year
ended December 31, 2021. Volume trends were positive in 2021
as elective surgical procedures were not as significantly impacted
by the COVID-19 pandemic as compared to 2020 when there
were significant deferrals at the beginning of the pandemic.
However, 2021 did experience periods with higher deferrals of
elective surgical procedures, most notably at the beginning of
2021 before vaccines were widely available and during surges of
the Delta and Omicron virus variants. Accordingly, net sales in
2021 did not return to the pre-pandemic levels of 2019.

Based upon country dynamics, volume changes varied by

region in 2021. The volume increases in 2021 were largely a
product of how much the COVID-19 pandemic negatively
affected the various regions in 2020. In EMEA, stay-at-home
measures were far more prevalent than other geographies in
2020 and therefore volume increases were greater in this region
in 2021 as elective surgical procedures resumed. In the
Americas, elective surgical procedures in the U.S. varied from
state-to-state depending on local infection rates and preventative
measures in 2020. In Asia Pacific, containment of the COVID-19
virus varied from country-to-country in 2020, but overall some of
our larger markets in this region were not as affected in 2020 as
other locations. Additionally, in Asia Pacific in 2021, China sales
were negatively impacted from a combination of variables related
to the implementation of a nationwide volume-based
procurement (“VBP”) process. The China VBP had a negative
effect on volume due to inventory reductions by distributors and
short-term deferral of procedures as patients waited to have a
surgical procedure performed until after VBP pricing is effective.

Pricing Trends

Global selling prices had a negative effect of 1.8 percent on
year-over-year sales during 2021. In the majority of countries in

Expenses as a Percent of Net Sales

Operating Expenses

Year Ended December 31,

Research & development (“R&D”) expenses increased in

Cost of products sold,
excluding intangible
asset amortization

Intangible asset
amortization

Research and

development

Selling, general and
administrative

Goodwill and intangible
asset impairment

Restructuring and other

cost reduction
initiatives

Quality remediation

Acquisition, integration,
divestiture and related

2021

2020

2019

2021 vs. 2020
Inc/(Dec)

2020 vs. 2019
Inc/(Dec)

29.9% 30.3% 28.2% (0.4)%

2.1%

7.9

8.5

7.3

(0.6)

1.2

6.3

5.3

5.6

1.0

(0.3)

42.4

45.2

41.9

(2.8)

0.2

9.2

0.9

(9.0)

1.6

0.7

1.7

0.7

0.6

1.0

0.3

0.2

(0.1)

–

0.7

11.2

3.3

8.3

1.1

(0.3)

0.1

(15.4)

Operating Profit (Loss)

10.0

(1.2) 14.2

Cost of Products Sold and Intangible Asset Amortization

We calculate gross profit as net sales minus cost of
products sold and intangible asset amortization. Our gross
margin percentage is gross profit divided by net sales. The
following table sets forth the factors that contributed to the
gross margin changes in each of 2021 and 2020 compared to
the prior year:

Prior year gross margin

Lower average selling prices

Average cost per unit

Excess and obsolete inventory charges

Discontinued products inventory charges

Royalties

Impact of foreign currency hedges

Temporarily suspended or limited production

Intangible asset amortization

Other

Year Ended December 31,

2021

2020

61.2% 64.5%

(0.5)

(0.4)

1.0

0.3

0.1

(0.7)

0.8

0.6

(0.1)

(0.7)

0.4

(0.5)

(0.4)

0.1

0.2

(1.2)

–

Current year gross margin

62.3% 61.2%

The increase in gross margin percentage in 2021
compared to 2020 was primarily due to lower excess and
obsolete inventory charges and lower impact from intangible
asset amortization as well as the fact that 2020 had higher
charges from certain fixed overhead costs and hourly
production worker labor expenses when we temporarily
suspended or limited production at certain manufacturing
facilities. Intangible asset amortization and excess and obsolete
inventory charges did not increase ratably with the increase
our net sales in 2021 and therefore were a positive impact to
our gross margin percentage. These favorable items were
partially offset by hedge losses recognized in the current year
as part of our hedging program compared to hedge gains in the
prior year, and lower average selling prices.

both amount and as a percentage of net sales in 2021
compared to 2020 primarily due to reengaging in R&D projects
in 2021, including the implementation of the European Union
Medical Device Regulation (“EU MDR”), compared to 2020
when COVID-19 caused delays in project spending. In addition
to reengaging in projects, in 2021 we also entered into certain
agreements to gain access to or acquire third-party in-process
R&D projects that resulted in charges of $65.0 million.

Selling, general & administrative (“SG&A”) expenses

increased in 2021 compared to 2020, but decreased as a
percentage of net sales. SG&A expenses increased primarily
due to higher variable selling and distribution costs related to
increased net sales, higher performance-based compensation
in the current year as similar costs were reduced in the prior
year due to the effect COVID-19 had on our operating results,
higher litigation-related charges, and increased travel and
medical training and education costs as we have partially
resumed these activities. Despite the increase in SG&A
expenses, SG&A as a percentage of net sales declined in 2021
when compared to 2020 as our SG&A expenses included many
fixed costs that did not increase ratably with the increase in
net sales in the 2021 period.

In 2021, we recognized an intangible asset impairment
charge of $16.3 million. In 2020, we recognized goodwill and
intangible asset impairment charges of $645.0 million,
including charges of $470.0 million and $142.0 million related
to our EMEA and Dental reporting units, respectively, in the
first quarter of 2020. For more information regarding these
charges, see Note 11 to our consolidated financial statements.

In December 2021, our management approved a
restructuring program to reorganize our operations in
preparation for the planned spinoff of ZimVie with an objective
of reducing costs. In December 2019, our Board of Directors
approved, and we initiated, a restructuring program with an
objective of reducing costs to allow us to invest in higher
priority growth opportunities. We recognized expenses of
$129.1 million and $116.9 million in the years ended
December 31, 2021 and 2020, respectively, attributable to
restructuring and other cost reduction initiatives, primarily
related to employee termination benefits, sales agent contract
terminations, and consulting and project management
expenses associated with these programs. For more
information regarding these expenses, see Note 4 to our
consolidated financial statements.

Our quality remediation expenses increased slightly to
$53.1 million in 2021 compared to $50.9 million in 2020.We
continue to incur quality remediation expenses to complete
our remediation milestones that address inspectional
observations on Form 483 and a Warning Letter issued by the
FDA at our Warsaw North Campus facility, among other
matters.

Acquisition, integration, divestiture and related expenses
increased to $79.8 million in 2021 compared to $23.8 million in
2020 due primarily to consulting and other professional service
expenses related to the planned spinoff of our Spine and
Dental businesses and integration expenses related to the
acquisitions made in 2020.

Other Income (Expense), net, Interest Expense, net, Loss on Early
Extinguishment of Debt and Income Taxes

In 2021, our other income, net was lower than in 2020
primarily due to losses recognized from changes to the fair
value of our equity investments in 2021 compared to gains
recognized in the prior year and lower pension-related gains
recognized in 2021 compared to 2020.

Interest expense, net, decreased in 2021 when compared

to 2020 primarily due to debt paydown and fixed-to-variable
interest rate swaps we entered into in 2021.

In 2021, we recognized a $165.1 million loss on the early

extinguishment of debt. See Note 13 to our consolidated
financial statements for additional information on this loss.

Our effective tax rate (“ETR”) on earnings before income

taxes was 3.9 percent and 49.9 percent for the years ended
December 31, 2021 and 2020, respectively. In 2021, this was
primarily driven by the foreign rate differential as our foreign
locations have lower tax rates and favorable return-to-provision
changes in estimate offset by unfavorable tax rate changes.

Segment Operating Profit

In 2020, the income tax benefit was driven by changes in

estimates to uncertain tax positions, favorable tax audit
settlements, jurisdictional mix of earnings and losses, and a
$43.0 million tax benefit from Switzerland’s Federal Act on
Tax Reform and AHV Financing (“TRAF”). Other significant
impacts to the ETR in 2020 included the $612.0 million
goodwill impairment charge, which resulted in a loss before
taxes, but had no corresponding tax benefit.

Absent discrete tax events, we expect our future ETR will

be lower than the U.S. corporate income tax rate of
21.0 percent due to our mix of earnings between U.S. and
foreign locations, which have lower corporate income tax
rates. Our ETR in future periods could also potentially be
impacted by: changes in our mix of pre-tax earnings; changes
in tax rates, tax laws or their interpretation, including the
European Union rules on state aid; the outcome of various
federal, state and foreign audits; and the expiration of certain
statutes of limitations. Currently, we cannot reasonably
estimate the impact of these items on our financial results.

(dollars in millions)

Americas Orthopedics

EMEA

Asia Pacific

Americas Spine and Global Dental

Net Sales

Operating Profit

Operating Profit as a
Percentage of Net Sales

Year Ended December 31,

2021

2020

2019

2021

2020

2019

2021

2020

2019

$4,102.1

$3,699.5

$4,148.8

$1,709.3

$1,528.2

$1,831.8

41.7% 41.3% 44.2%

1,533.8

1,288.6

1,623.1

1,318.3

1,256.9

1,323.8

882.0

779.5

886.5

392.7

429.4

136.0

308.9

420.5

105.6

484.0

472.7

150.9

25.6

32.6

15.4

24.0

33.5

13.5

29.8

35.7

17.0

In 2021, the Americas Orthopedics, EMEA and Americas
Spine and Global Dental operating segments’ operating profit
and operating profit as a percentage of net sales increased
when compared to 2020 due the recovery of elective surgical
procedures when compared to the deferrals that occurred
during the onset of the COVID-19 pandemic in 2020. These
operating segments have various fixed costs that do not
fluctuate proportionally to net sales changes, which results in
improved operating profit as a percentage of net sales as net
sales increase. In the Asia Pacific operating segment, while
operating profit increased due to higher net sales in 2021
when compared to 2020, operating profit as a percentage of
net sales decreased. The decrease in operating profit as a
percentage of net sales was primarily due the effect of the
China VBP which had a significant negative effect on pricing in
2021 without a corresponding reduction in cost of products
sold. In addition, the amount of our foreign currency exchange
rate hedge gains recognized in this operating segment in 2021
was lower than the amount recognized in 2020.

Non-GAAP Operating Performance Measures

We use financial measures that differ from financial

measures determined in accordance with GAAP to evaluate our
operating performance. These non-GAAP financial measures
exclude, as applicable, certain inventory and manufacturing-
related charges including charges to discontinue certain

product lines; intangible asset amortization; goodwill and
intangible asset impairment; restructuring and other cost
reduction initiative expenses; quality remediation expenses;
acquisition, integration, divestiture and related expenses;
certain litigation gains and charges; expenses to establish initial
compliance with the EU MDR; expenses related to certain R&D
agreements; loss on early extinguishment of debt; other
charges; any related effects on our income tax provision
associated with these items; the effect of Switzerland tax
reform; other certain tax adjustments; and, with respect to
earnings per share information, provide for the effect of
dilutive shares assuming net earnings in a period of a reported
net loss. We use these non-GAAP financial measures internally
to evaluate the performance of the business. Additionally, we
believe these non-GAAP measures provide meaningful
incremental information to investors to consider when
evaluating our performance. We believe these measures offer
the ability to make period-to-period comparisons that are not
impacted by certain items that can cause dramatic changes in
reported income but that do not impact the fundamentals of
our operations. The non-GAAP measures enable the evaluation
of operating results and trend analysis by allowing a reader to
better identify operating trends that may otherwise be masked
or distorted by these types of items that are excluded from the
non-GAAP measures. In addition, adjusted diluted earnings per
share is used as a performance metric in our incentive
compensation programs.

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 (Loss) of Zimmer

Biomet Holdings, Inc.

$ 401.6

$ (138.9) $1,131.6

Year ended December 31,

2021

2020

2019

Inventory and manufacturing-related

charges(1)

Intangible asset amortization(2)
Goodwill and intangible asset

impairment(3)

Restructuring and other cost
reduction initiatives(4)

Quality remediation(5)
Acquisition, integration, divestiture

and related(6)

Litigation(7)
Litigation settlement gain(8)
European Union Medical Device

Regulation(9)

Certain R&D agreements(10)
Loss on early extinguishment of

debt(11)

Other charges(12)
Taxes on above items (13)
Swiss tax reform (14)
Other certain tax adjustments (15)

41.8
615.7

54.2
597.6

53.9
584.3

16.3

645.0

130.5
53.2

81.8
192.9
–

46.5
65.0

116.9
49.8

23.8
159.8
–

25.3
–

70.1

50.0
87.6

12.2
65.0
(23.5)

30.9
–

165.1
11.9
(292.6)
30.1
(9.8)

–
10.7
(253.4)
(5.0)
(104.2)

–
119.2
(226.2)
(315.0)
(13.7)

Adjusted Net Earnings

$1,550.0

$1,181.6

$1,626.4

Diluted Earnings (Loss) per share

$ 1.91

$(0.67) $ 5.47

Year ended December 31,

2021

2020

2019

Inventory and manufacturing-related

charges(1)

Intangible asset amortization(2)

Goodwill and intangible asset

impairment(3)

Restructuring and other cost reduction

initiatives(4)

Quality remediation(5)

Acquisition, integration, divestiture and

related(6)

Litigation(7)

Litigation settlement gain(8)

European Union Medical Device

Regulation(9)

Certain R&D agreements(10)

Loss on early extinguishment of debt(11)

Other charges(12)

Taxes on above items (13)

Swiss tax reform (14)

0.20

2.93

0.26

2.89

0.26

2.83

0.08

3.12

0.34

0.62

0.25

0.39

0.92

–

0.22

0.31

0.78

0.06

0.56

0.24

0.12

0.77

0.24

0.42

0.06

0.31

–

(0.11)

0.12

0.15

–

0.05

0.58

(1.39)

(1.22)

(1.09)

0.14

(0.03)

(1.52)

Other certain tax adjustments (15)

(0.05)

(0.50)

(0.07)

Effect of dilutive shares assuming net

earnings(16)

–

(0.04)

–

Adjusted Diluted EPS

$ 7.37

$ 5.67

$ 7.87

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

discontinue, incremental cost of products sold from stepping up inventory
to its fair value from its manufactured cost in business combination
accounting and other inventory and manufacturing-related charges or gains.
(2) We exclude intangible asset amortization as well as deferred tax rate
changes on our intangible assets from our non-GAAP financial measures
because we internally assess our performance against our peers without
this amortization. Due to various levels of acquisitions among our peers,
intangible asset amortization can vary significantly from company to
company.
(3) In the first quarter of 2020, we recognized goodwill impairment charges
of $470.0 million and $142.0 million related to our EMEA and Dental
reporting units, respectively. In the second quarters of 2021 and 2020, we
recognized $16.3 million and $33.0 million, respectively, of in-process
research and development (“IPR&D”) intangible asset impairments on
certain IPR&D projects.
(4) In 2019 and 2021, we initiated global restructuring programs that include
a reorganization of key businesses and an overall effort to reduce costs in
order to accelerate decision-making, focus the organization on priorities to
drive growth and to prepare for the planned spinoff of ZimVie.
Restructuring and other cost reduction initiatives also include other cost
reduction initiatives that have the goal of reducing costs across the
organization. The costs include employee termination benefits; contract
terminations for facilities and sales agents; and other charges, such as
retention period salaries and benefits and relocation costs.
(5) We are addressing inspectional observations on Form 483 and a Warning
Letter issued by the U.S. Food and Drug Administration (“FDA”) following
its previous inspections of our Warsaw North Campus facility, among other
matters. This quality remediation has required us to devote significant
financial resources and is for a discrete period of time. The majority of the
expenses are related to consultants who are helping us to update previous
documents and redesign certain processes.
(6) The acquisition, integration, divestiture and related net expenses we
have excluded from our non-GAAP financial measures included costs from
the planned spinoff of ZimVie (our Spine and Dental businesses) of
$66.2 million and costs from various acquisitions.
(7) We are involved in routine patent litigation, product liability litigation,
commercial litigation and other various litigation matters. We review
litigation matters from both a qualitative and quantitative perspective to
determine if excluding the losses or gains will provide our investors with
useful incremental information. Litigation matters can vary in their
characteristics, frequency and significance to our operating results. The
litigation charges and gains excluded from our non-GAAP financial
measures in the periods presented relate to product liability matters where
we have received numerous claims on specific products, patent litigation
and commercial litigation related to a common matter in multiple
jurisdictions. In regards to the product liability matters, due to the
complexities involved and claims filed in multiple districts, the expenses
associated with these matters are significant to our operating results. Once
the litigation matter has been excluded from our non-GAAP financial
measures in a particular period, any additional expenses or gains from
changes in estimates are also excluded, even if they are not significant, to
ensure consistency in our non-GAAP financial measures from
period-to-period.
(8) In the first quarter of 2019, we settled a patent infringement lawsuit out
of court, and the other party agreed to pay us an upfront, lump-sum amount
for a non-exclusive license to the patent.
(9) The European Union Medical Device Regulation imposes significant
additional premarket and postmarket requirements. The new regulations
provided a transition period until May 2021 for previously-approved medical
devices to meet the additional requirements. For certain devices, this
transition period can be extended until May 2024. We are excluding from
our non-GAAP financial measures the incremental costs incurred to
establish initial compliance with the regulations related to our previously-
approved medical devices. The incremental costs primarily include
temporary personnel and third-party professionals necessary to supplement
our internal resources.
(10) During the year ended December 31, 2021, we entered into certain
agreements to gain access to or acquire third-party IPR&D projects.
(11) We recognized a loss on early extinguishment of debt during the year
ended December 31, 2021, as a result of cash tender offers for certain
outstanding series of senior notes.
(12) We have incurred other various expenses from specific events or
projects that we consider highly variable or that have a significant impact to
our operating results that we have excluded from our non-GAAP measures.
These include costs related to legal entity, distribution and manufacturing
optimization, including contract terminations, gains and losses from
changes in fair value on our equity investments, as well as, in the 2020 and
2019 periods, our costs of complying with a Deferred Prosecution
Agreement (“DPA”) with the U.S. government related to certain Foreign

Corrupt Practices Act matters involving Biomet and certain of its
subsidiaries, which DPA concluded in February 2021.
(13) Represents the tax effects on the previously specified items, including
the deferred tax rate changes on intangible assets. The tax effect for the
U.S. jurisdiction is calculated based on an effective rate considering federal
and state taxes, as well as permanent items. For jurisdictions outside the
U.S., the tax effect is calculated based upon the statutory rates where the
items were incurred.
(14) We recognized a tax benefit related to TRAF in addition to an impact
from certain restructuring transactions in Switzerland. Also included are
tax adjustments relating to the ongoing impacts of tax only amortization
resulting from TRAF as well as certain restructuring transactions in
Switzerland.
(15) Other certain tax adjustments relate to various discrete tax period
adjustments. In 2021, the adjustments were primarily related to tax reform
planning. In 2020, the adjustments were primarily related to the resolution
of or changes in estimates of significant uncertain tax positions as a result
of settlements or favorable rulings. In 2019, the adjustments were primarily
related to changes in tax rates on deferred tax liabilities recorded on
intangible assets recognized in acquisition-related accounting and
adjustments from internal restructuring transactions that provide us access
to offshore funds in a tax efficient manner.
(16) Due to the reported net loss for 2020, the effect of dilutive shares
assuming net earnings is shown as an adjustment. Diluted share count used
in Adjusted Diluted EPS is (in millions):

Diluted shares

Dilutive shares assuming net earnings

Adjusted diluted shares

Year ended
December 31, 2020

207.0

1.4

208.4

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2021, we had $478.5 million in cash

and cash equivalents. In addition, we had $1.0 billion available
to borrow under a 364-day revolving credit agreement that
matures on August 19, 2022, and $1.5 billion available under a
five-year revolving facility that matures on August 20, 2026.
The terms of the 364-day revolving credit agreement and the
2021 five-year revolving facility are described further in Note
13 to our consolidated financial statements.

At the ZimVie spinoff date, we expect to receive

approximately $500 million from ZimVie as partial
consideration for the contribution of assets in connection with
the separation. Additionally, we will retain 19.7 percent of the
outstanding shares of ZimVie common stock after the
separation. We intend to dispose of all of the ZimVie common
stock after the distribution by exchanging such ZimVie
common stock for Zimmer Biomet debt obligations over time.
We believe that cash flows from operations, our cash and

cash equivalents on hand, cash received from the spinoff of
ZimVie and available borrowings under our revolving credit
facilities will be sufficient to meet our ongoing liquidity
requirements for at least the next twelve months. However,
due to the continued uncertainties related to the COVID-19
pandemic, it is possible our needs may change. Further, there
can be no assurance that, if needed, we will be able to secure
additional financing on terms favorable to us, if at all.

Sources of Liquidity

Cash flows provided by operating activities were
$1,499.2 million in 2021 compared to $1,204.5 million and
$1,585.8 million in 2020 and 2019, respectively. The increase in

cash flows from operating activities in 2021 when compared to
2020 was primarily the result of higher net earnings in the
2021 period. Additionally, in 2020 we terminated our accounts
receivable purchase arrangements in the U.S. and Japan which
we estimate negatively impacted operating cash flows by
approximately $300 million.

Cash flows used in investing activities were $503.6 million
in 2021 compared to $613.8 million and $729.3 million in 2020
and 2019, respectively. Instrument and property, plant and
equipment additions reflected ongoing investments in our
product portfolio and optimization of our manufacturing and
logistics network. In order to preserve cash, we prioritized
investments in 2020 which resulted in lower investments in
property, plant and equipment. As further discussed in Note 10
to our consolidated financial statements, we made various
acquisitions in 2020 requiring initial cash outlays of
$235.5 million, net of acquired cash.

Cash flows used in financing activities were

$1,306.0 million in 2021. In 2021, we issued senior notes and
received $1,599.8 million in proceeds, which, along with cash
on hand, were used to extinguish $1,993.2 million aggregate
outstanding principal amount of our senior notes pursuant to
cash tender offers for certain outstanding series of our senior
notes, at a total reacquisition price of $2,154.8 million.
Additionally, we used cash on hand to redeem $500.0 million of
other senior notes that matured in 2021. We also had deferred
business combination payments of $145.0 million that were
paid in 2021 under the terms of the purchase agreements.

Cash flows used in financing activities were $421.8 million

in 2020. In 2020, we issued senior notes and received
$1,497.1 million in proceeds, which were used to pay our
$1,500.0 million senior notes at maturity on April 1, 2020.
Additionally, with cash flows generated from operations, in
2020 we redeemed $250.0 million of our floating rate senior
notes that matured on March 19, 2021. Further, the
termination of certain accounts receivable purchase
arrangements in 2020 resulted in $54.6 million of financing
cash outflows to the purchasing financial institutions. These
outflows represent the amount of unremitted cash that we had
collected on sold accounts receivable as of December 31, 2019
that was repaid in 2020.

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, 2021, $450.2 million of our cash and
cash equivalents were held in jurisdictions outside of the U.S.
Of this amount, $58.0 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. We intend to repatriate
$5.0 to $6.0 billion of unremitted earnings in future years.

Material Cash Requirements from Known Contractual and
Other Obligations

At December 31, 2021, we had outstanding debt of
$7,068.8 million, of which $1,605.1 million was classified as
current debt. Of our current debt, $750.0 million of senior
notes mature on April 1, 2022, $286.5 million of Japanese Yen

denominated term loans mature on September 27, 2022, and
$568.6 million of Euro denominated senior notes mature on
December 13, 2022. We believe we can satisfy these debt
obligations with cash generated from our operations, cash
received from the spinoff of ZimVie, by issuing new debt, and/
or by borrowing on our revolving credit facilities. We also
estimate our interest payments will be $163.0 million in 2022
and continue to decline annually thereafter assuming we
continue to pay down our debt as it matures and incur no
additional borrowings.

For additional information on our debt, including types of

debt, maturity dates, interest rates, debt covenants and
available revolving credit facilities, see Note 13 to our
consolidated financial statements.

In February, May, August and December 2021, our Board

of Directors declared cash dividends of $0.24 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.

In February 2016, our Board of Directors authorized a
$1.0 billion share repurchase program effective March 1, 2016,
with no expiration date. As of December 31, 2021, all
$1.0 billion remained authorized.

As discussed in Note 4 to our consolidated financial

statements, we have a 2021 Restructuring Plan and a 2019
Restructuring Plan. The 2021 Restructuring Plan is expected
to result in total pre-tax restructuring charges of
approximately $240 million, of which approximately
$30 million was incurred through December 31, 2021. We
expect to reduce gross annual pre-tax operating expenses by
approximately $210 million relative to the 2021 baseline
expenses by the end of 2024 as program benefits under the
2021 Restructuring Plan are realized. The 2019 Restructuring
Plan is expected to result in total pre-tax restructuring charges
of approximately $350 million to $400 million, of which
approximately $225 million was incurred through
December 31, 2021. We expect to reduce gross annual pre-tax
operating expenses by approximately $200 million to
$300 million relative to the 2019 baseline expenses by the end
of 2023 as program benefits under the 2019 Restructuring Plan
are realized.

As discussed in Note 17 to our consolidated financial
statements, the IRS has issued proposed adjustments for years
2010 through 2012, as well as proposed adjustments for years
2013 through 2015, reallocating profits between certain of our
U.S. and foreign subsidiaries. We have disputed these
proposed adjustments and intend to continue to vigorously
defend our positions. Although the ultimate timing for
resolution of the disputed tax issues is uncertain, future
payments may be significant to our operating cash flows.
Under the Tax Cuts and Jobs Act of 2017, we have a
$215.3 million liability remaining from a one-time tax on the
mandatory deemed repatriation of post-1986 untaxed foreign
earnings and profits (“toll charge”) for the deemed repatriation
of unremitted foreign earnings. This amount was recorded in
non-current income tax liabilities on our consolidated balance
sheet as of December 31, 2021.

As discussed in Note 21 to our consolidated financial
statements, we are involved in various litigation matters. We
estimate the total liabilities for all litigation matters was
$420.5 million as of December 31, 2021. We expect to pay
these liabilities over the next few years.

In the normal course of business, we enter into purchase
commitments, primarily related to raw materials. However, we
do not believe these purchase commitments are material to the
overall standing of our business or our liquidity.

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, maintenance of exclusive
rights to distribute a product. These estimated payments
related to these agreements could range from $0 to
$365 million.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our financial statements is affected by

the selection and application of accounting policies and
methods, and also requires us to make 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. Critical
accounting estimates are those that involve a significant level
of estimation uncertainty and have had or are reasonably likely
to have a material impact on our financial condition and results
of operations. We believe that the accounting estimates and
assumptions described below involve significant subjectivity
and judgment, and changes to such estimates or assumptions
could have a material impact on our financial condition or
operating results.

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 the net
realizable values of inventory and instruments 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.

The calculation of our tax liabilities involves dealing with

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 (“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—We are involved in

various ongoing proceedings, legal actions and claims arising in
the normal course of doing business, including litigation
related to product, labor and intellectual property. 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. 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.

Goodwill and Intangible Assets—We evaluate the
carrying value of goodwill and indefinite life intangible assets
annually, or whenever events or circumstances indicate that
the fair value is below its carrying amount. 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 and risk-
adjusted discount rates. As such, these fair value
measurements use significant unobservable inputs. Changes to
these assumptions could require us to record impairment
charges on these assets.

In our annual impairment test in the fourth quarter of
2021, all our reporting units exceeded their carrying values by
more than 20 percent. Fair value was determined using income
and market approaches. Fair value under the income approach
was determined by discounting to present value the estimated

future cash flows of the reporting units. Significant
assumptions are incorporated into the income approach, such
as estimated growth rates, forecasted operating expenses and
risk-adjusted discount rates. Fair value under the market
approach utilized the guideline public company methodology,
which uses valuation indicators determined from other
businesses that are similar to our reporting units.

Future impairment in our reporting units could occur if

the estimates used in the income and market approaches
change. If our estimates of profitability in the reporting unit
decline, the fair value estimate under the income approach will
decline. Additionally, changes in the broader economic
environment could cause changes to our estimated discount
rates and comparable company valuation indicators, which
may impact our estimated fair values. Further, changes in
foreign currency exchange rates could increase the cost of
procuring inventory and services from foreign suppliers, which
could reduce reporting unit profitability.

As previously discussed, we expect to spin off our Spine

and Dental businesses effective March 1, 2022. At the
separation date, we will be required to compare the carrying
value of the assets disposed of in the spinoff to their fair value,
and recognize impairment if the assets’ carrying value exceeds
their fair value. This impairment test is different than the test
performed while these assets are being held and used. The
impairment test while the assets are being held and used is an
undiscounted cash flows recoverability test while the
separation date test is done at fair value, which may be
estimated using discounted cash flows. Therefore, the
difference in impairment testing between assets being held and
used and assets being disposed of could result in us recording
an impairment charge at the separation date.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 2 to our consolidated financial statements for

information on 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,
British Pounds, Canadian Dollars, Australian Dollars, Korean
Won, Swedish Krona, Czech Koruna, Thai Baht, Taiwan
Dollars, South African Rand, Russian Rubles, Indian Rupees,
Turkish Lira, Polish Zloty, Danish Krone, and Norwegian
Krone. 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 with major financial institutions. These
forward contracts 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 that qualify as cash flow hedges are
temporarily recorded in accumulated other comprehensive
income, then recognized in cost of products sold when the
hedged item affects net earnings.

For contracts outstanding at December 31, 2021, 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, Indian Rupees,
Turkish Lira, Polish Zloty, Danish Krone, and Norwegian Krone
and purchase Swiss Francs and sell U.S. Dollars at set maturity
dates ranging from January 2022 through June 2024. The
notional amounts of outstanding forward contracts entered
into with third parties to purchase U.S. Dollars at
December 31, 2021 were $1,295.2 million. The notional
amounts of outstanding forward contracts entered into with
third parties to purchase Swiss Francs at December 31, 2021
were $347.0 million.

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 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, 2021 indicated that, if the
U.S. Dollar uniformly strengthened or weakened in value by
10 percent relative to all currencies, with no change in the
interest differentials, the fair value of those contracts would
affect earnings in a range of a decrease of approximately
$98 million to an increase of approximately $91 million before
income taxes in periods through June 2024.

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 $1,442.8 million at December 31, 2021.

We enter into foreign currency forward exchange
contracts with terms of one to three months 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.

For details about these and other financial instruments,

including fair value methodologies, see Note 15 to our
consolidated financial statements.

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.

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.
The primary investment objective is to ensure capital
preservation. Currently, we do not use derivative financial
instruments in our investment portfolio.

The majority of our debt is fixed-rate debt and therefore is

not exposed to changes in interest rates. Based upon our
overall interest rate exposure as of December 31, 2021, a
change of 10 percent in interest rates, assuming the principal
amount outstanding remains constant, would not have a
material effect on interest expense, net. 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, derivative instruments and accounts receivable.

We place our cash and cash equivalents and enter into
derivative transactions with highly-rated financial institutions
and limit the amount of credit exposure to any one entity. We
believe we do not have any significant credit risk on our cash
and cash equivalents or derivative instruments.

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 and price reduction initiatives.
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.

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 (PCAOB ID: 238)

Consolidated Statements of Earnings for the Years Ended December 31, 2021, 2020 and 2019

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2021, 2020 and 2019

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2021, 2020 and 2019

Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019

Notes to Consolidated Financial Statements

Page

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Zimmer Biomet Holdings, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Zimmer Biomet Holdings, Inc. and its subsidiaries (the
“Company”) as of December 31, 2021 and 2020, and the related consolidated statements of earnings, of comprehensive income
(loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2021, including the
related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2021
appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the
Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of
America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as
of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, 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 Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to
express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material

misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the consolidated financial statements. 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.

Definition and Limitations of Internal Control over Financial Reporting

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.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial

statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or

disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on
the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill Impairment Assessment – EMEA, Dental and Americas CMFT Reporting Units

As described in Notes 2 and 11 to the consolidated financial statements, the Company’s consolidated goodwill balance was
$9,192.2 million as of December 31, 2021, and the goodwill associated with the EMEA reporting unit, Dental reporting unit, and
Americas CMFT reporting unit, was $317.3 million, $267.8 million and $290.9 million, respectively. Management performs an
impairment test in the fourth quarter of each year or whenever events or changes in circumstances indicate that the fair value of
the reporting unit is more likely than not below its carrying amount. Potential impairment of a reporting unit is identified by
comparing the reporting unit’s estimated fair value to its carrying amount. Management estimated the fair value of the EMEA,
Dental and Americas CMFT reporting units based on income and market approaches. Fair value under the income approach was
determined by discounting to present value the estimated future cash flows of the reporting unit. Fair value under the market
approach utilized the guideline public company methodology, which uses valuation indicators from other businesses that are similar
to the EMEA, Dental and Americas CMFT reporting units. Significant assumptions are incorporated into the discounted cash flow
analysis such as revenue growth rates, forecasted operating expenses, and risk-adjusted discount rates.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment

of the EMEA, Dental and Americas CMFT reporting units is a critical audit matter are (i) the significant judgment by management
related to the discounted cash flow analysis when developing the fair value measurement of the reporting units; (ii) a high degree of
auditor judgment, subjectivity, and effort in performing procedures and in evaluating management’s significant assumptions related
to revenue growth rates, forecasted operating expenses and risk-adjusted discount rates; and (iii) the audit effort involved the use
of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall

opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
management’s goodwill impairment assessment, including controls over the discounted cash flow analysis related to the valuation of
the Company’s reporting units. These procedures also included, among others, (i) testing management’s process for developing the
fair value estimate; (ii) evaluating the appropriateness of management’s fair value approaches; (iii) testing the completeness and
accuracy of the underlying data used in the discounted cash flow analysis, and (iv) evaluating the reasonableness of the significant
assumptions used by management in the discounted cash flow analysis related to the revenue growth rates, forecasted operating
expenses, and risk-adjusted discount rates. Evaluating management’s assumptions related to revenue growth rates and forecasted
operating expenses involved evaluating whether the assumptions used by management were reasonable considering (i) the past
performance of the reporting units; (ii) the consistency with external data from market and industry sources; and (iii) whether
these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and
knowledge were used to assist in the evaluation of the Company’s discounted cash flow analysis and the risk-adjusted discount rate
assumptions.

Tax Liabilities for Unrecognized Tax Benefits

As described in Notes 2 and 17 to the consolidated financial statements, the Company has recorded tax liabilities for
unrecognized tax benefits of $558.6 million as of December 31, 2021. The calculation of the Company’s estimated tax liabilities
involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across the
Company’s global operations. The Company’s 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.

The principal considerations for our determination that performing procedures relating to tax liabilities for unrecognized tax

benefits is a critical audit matter are the significant judgment by management when determining the tax liabilities, related to a high
degree of estimation uncertainty relative to the numerous and complex tax laws and regulations, frequency of income tax audits,
and potential for significant adjustments as a result of such audits. This in turn led to a high degree of auditor judgment,
subjectivity, and effort in performing procedures to evaluate the timely identification and accurate measurement of tax liabilities for
unrecognized tax benefits. Also, the evaluation of audit evidence available to support the estimates is complex and required
significant auditor judgment as the nature of the evidence is often highly subjective, and the audit effort involved the use of
professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the
identification, accurate measurement, and recognition of tax liabilities for unrecognized tax benefits, including controls addressing
completeness of the tax liabilities. These procedures also included, among others, (i) testing certain information used in the
calculation of tax liabilities for unrecognized tax benefits by jurisdiction on a sample basis, (ii) assessing the completeness of the
Company’s identification of tax liabilities for unrecognized tax benefits and possible outcomes for each unrecognized tax benefit,

and (iii) evaluating the status and results of income tax audits with the relevant tax authorities. Professionals with specialized skill
and knowledge were used to assist in the evaluation of the Company’s interpretation and application of relevant tax laws and
regulations in various jurisdictions and assessing the reasonableness of the Company’s tax positions.

/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 25, 2022

We have served as the Company’s auditor since 2000.

ZIMMER BIOMET HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(in millions, except per share amounts)

Net Sales
Cost of products sold, excluding intangible asset amortization
Intangible asset amortization
Research and development
Selling, general and administrative
Goodwill and intangible asset impairment
Restructuring and other cost reduction initiatives
Quality remediation
Acquisition, integration, divestiture and related

Operating expenses

Operating Profit (Loss)
Other income (expense), net
Interest expense, net

Loss on early extinguishment of debt

Earnings (Loss) before income taxes

Provision (benefit) for income taxes

Net Earnings (Loss)

Less: Net earnings (loss) attributable to noncontrolling interest

Net Earnings (Loss) of Zimmer Biomet Holdings, Inc.

Earnings (Loss) Per Common Share - Basic
Earnings (Loss) Per Common Share - Diluted
Weighted Average Common Shares Outstanding

Basic

Diluted

The accompanying notes are an integral part of these consolidated financial statements.

For the Years Ended December 31,

2021

2020

2019

$7,836.2
2,341.0
615.7
497.2
3,323.9
16.3
129.1
53.1
79.8

$7,024.5
2,128.3
597.6
372.0
3,177.8
645.0
116.9
50.9
23.8

$7,982.2
2,252.6
584.3
449.3
3,343.8
70.1
50.0
82.4
12.2

7,056.1

7,112.3

6,844.7

780.1
11.8
(208.4)

(165.1)

(87.8)
25.4
(212.0)

1,137.5
(4.8)
(226.9)

–

418.4

(274.4)

905.8

16.3

(137.0)

(225.7)

402.1

(137.4)

1,131.5

0.5

1.5

(0.1)

$ 401.6

$ (138.9) $1,131.6

$
$

1.93
1.91

$ (0.67) $
$ (0.67) $

5.52
5.47

208.6

210.4

207.0

205.1

206.7

ZIMMER BIOMET HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)

Net Earnings (Loss)

Other Comprehensive Income (Loss):

For the Years Ended December 31,

2021

2020

2019

$402.1

$(137.4) $1,131.5

Foreign currency cumulative translation adjustments, net of tax

(99.9)

25.6

Unrealized cash flow hedge gains/(losses), net of tax

Reclassification adjustments on cash flow hedges, net of tax

Adjustments to prior service cost and unrecognized actuarial
assumptions, net of tax

Total Other Comprehensive Income (Loss)

Comprehensive Income (Loss)

Comprehensive Income (Loss) Attributable to Noncontrolling Interest

(1.5)

30.6

(35.1)

(33.5)

(38.5)

(9.5)

(48.5)

(55.9)

(54.5)

86.4

1.3

78.4

66.2

468.3

(193.3)

1,077.0

0.5

1.5

(0.1)

Comprehensive Income (Loss) Attributable to Zimmer Biomet Holdings, Inc.

$467.8

$(194.8) $1,077.1

The accompanying notes are an integral part of these consolidated financial statements.

ZIMMER BIOMET HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share amounts)

ASSETS

Current Assets:

Cash and cash equivalents
Accounts receivable, less allowance for credit losses
Inventories
Prepaid taxes
Prepaid expenses and other current assets

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 payable
Other current liabilities
Current portion of long-term debt

Total Current Liabilities

Deferred income taxes, net

Long-term income tax payable

Other long-term liabilities

Long-term debt

Total Liabilities

Commitments and Contingencies (Note 21)
Stockholders’ Equity:

Common stock, $0.01 par value, one billion shares authorized,
312.8 million (311.4 million in 2020) issued
Paid-in capital
Retained earnings
Accumulated other comprehensive loss
Treasury stock, 103.8 million shares (103.8 million shares in 2020)

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.

As of December 31,

2021

2020

478.5
1,404.9
2,394.5
329.5
277.6

4,885.0
2,016.5
9,192.2
6,299.8
1,062.9

802.1
1,452.7
2,450.7
208.8
169.0

5,083.3
2,047.7
9,261.8
7,055.5
969.4

$23,456.4

$24,417.7

351.2
65.1
1,446.5
1,605.1

330.0
59.5
1,667.4
500.0

3,467.9

2,556.9

665.6

583.2

609.6

790.4

588.1

656.4

5,463.7

7,626.5

10,790.0

12,218.3

3.1
9,314.8
10,292.2
(231.6)
(6,717.8)

3.1
9,121.6
10,086.9
(297.8)
(6,719.6)

12,660.7
5.7

12,194.2
5.2

12,666.4

12,199.4

$23,456.4

$24,417.7

ZIMMER BIOMET HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions)

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

307.9
–
–

–
2.0

309.9
–
–

–

–
1.5

311.4
–
–

–
1.4

$3.1
–
–

$8,686.1
–
–

$ 9,491.2
1,131.6
–

$(187.4)
–
(54.5)

(103.9) $(6,721.7)
–
–

–
–

$ 4.8
(0.1)
–

$11,276.1
1,131.5
(54.5)

–
–

3.1
–
–

–

–
–

3.1
–
–

–
–

–
234.0

8,920.1
–
–

–

–
201.5

9,121.6
–
–

(197.2)
1.7

10,427.3
(138.9)
–

(198.9)

(3.1)

–
0.5

–
–

–
1.2

(241.9)
–
(55.9)

(103.9)
–
–

(6,720.5)
–
–

–

–
–

–

–
0.1

–

–
0.9

10,086.9
401.6
–

(297.8)
–
66.2

(103.8)
–
–

(6,719.6)
–
–

–
193.2

(200.4)
4.1

–
–

–
1.8

–
–

4.7
1.5
–

–

(1.0)
–

5.2
0.5
–

–
–

(197.2)
236.9

12,392.8
(137.4)
(55.9)

(198.9)

(3.1)

(1.0)
202.9

12,199.4
402.1
66.2

(200.4)
199.1

Balance January 1, 2019
Net earnings
Other comprehensive loss
Cash dividends declared
($0.96 per share)

Stock compensation plans

Balance December 31, 2019
Net loss
Other comprehensive loss
Cash dividends declared
($0.96 per share)

Adoption of new accounting

standard

Acquisition of noncontrolling

interest

Stock compensation plans

Balance December 31, 2020
Net earnings
Other comprehensive income
Cash dividends declared
($0.96 per share)

Stock compensation plans

Balance December 31, 2021

312.8

$3.1

$9,314.8

$10,292.2

$(231.6)

(103.8) $(6,717.8)

$ 5.7

$12,666.4

The accompanying notes are an integral part of these consolidated financial statements.

ZIMMER BIOMET HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)

Cash flows provided by (used in) operating activities:

Net earnings (loss)

Adjustments to reconcile net earnings (loss) to net cash provided by
operating activities:

Depreciation and amortization

Share-based compensation

Goodwill and intangible asset impairment

Loss on early extinguishment of debt

Deferred income tax (benefit) 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

Net investment hedge settlements

Acquisition of intellectual property rights

Business combination investments, net of acquired cash

Investments in other assets

Net cash used in investing activities

Cash flows provided by (used in) financing activities:

Proceeds from senior notes

Redemption of senior notes

Proceeds from term loans

Payments on term loans

Net payments on other debt

Dividends paid to stockholders

Proceeds from employee stock compensation plans

Net cash flows from unremitted collections from factoring programs

Business combination contingent consideration payments

Debt issuance costs

Deferred business combination payments

Other financing activities

Net cash used in financing activities

Effect of exchange rates on cash and cash equivalents

(Decrease) 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.

For the Years Ended December 31,

2021

2020

2019

402.1

$ (137.4) $1,131.5

1,067.4

1,032.7

1,006.1

85.3

16.3

165.1

79.7

645.0

–

84.3

70.1

–

(149.7)

12.0

(538.7)

(123.2)
(15.1)
18.8
76.4
(44.2)

(291.1)
(70.0)
(40.8)
(95.1)
69.5

111.4
(93.8)
(125.2)
(42.0)
(17.9)

1,499.2

1,204.5

1,585.8

(301.8)

(291.7)

(315.9)

(172.0)

(117.5)

(207.1)

1.9

(8.4)

53.5

48.1

(0.4)

(197.6)

–

(235.5)

(23.3)

(22.2)

(37.1)

(19.7)

(503.6)

(613.8)

(729.3)

1,599.8

1,497.1

549.2

(2,654.8)

(1,750.0)

(500.0)

–

200.0

(960.0)

(5.3)

(200.1)

(198.5)

(196.7)

122.5

–

(8.9)

(13.2)

(145.0)

129.8

(54.6)

(15.0)

(22.3)

–

158.2

(12.2)

(2.9)

(3.5)

–

(6.3)

(8.3)

(6.7)

(1,306.0)

(421.8)

(779.9)

(13.2)

(323.6)
802.1

15.3

184.2
617.9

(1.5)

75.1
542.8

478.5

802.1

$ 617.9

ZIMMER BIOMET HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Business

We design, manufacture and market orthopedic
reconstructive products; sports medicine, biologics,
extremities and trauma products; spine, craniomaxillofacial
and thoracic products; dental implants; and related surgical
products. We collaborate with healthcare professionals around
the globe to advance the pace of innovation. Our products and
solutions help treat patients suffering from disorders of, or
injuries to, bones, joints or supporting soft tissues. Together
with healthcare professionals, we help millions of people live
better lives.

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. In 2015, we completed our merger
with LVB Acquisition, Inc., the parent company of Biomet, Inc.
(“Biomet”).

Risks and Uncertainties - Our results have been and are

expected to continue to be impacted by the COVID-19 global
pandemic. The vast majority of our net sales are derived from
products used in elective surgical procedures which continue
to be deferred due to precautions in certain markets and
staffing shortages. The consequences of COVID-19 continue to
be extremely fluid and there are many market dynamics that
are difficult to predict. The COVID-19 pandemic may have an
unfavorable effect on our financial position, results of
operations and cash flows in the near term.

Planned Spinoff - On February 5, 2021, we announced

our intention to pursue a plan to spin off our Spine and Dental
businesses into a new public company named ZimVie Inc.
(“ZimVie”). The planned transaction is intended to benefit our
stockholders by enhancing the focus of both Zimmer Biomet
and ZimVie to meet the needs of patients and customers and,
therefore, achieve faster growth and deliver greater value for
all stakeholders. The transaction is intended to qualify as a
tax-free distribution, for U.S. federal income tax purposes, to
U.S. stockholders of new publicly traded stock in ZimVie. The
expected completion date of the spinoff is March 1, 2022. Our
Board of Directors has declared a pro rata dividend of 80.3% of
the outstanding common stock of ZimVie to our stockholders
of record as of the close of business on February 15, 2022. As a
result of the dividend, our stockholders will receive one share
of ZimVie common stock for every ten shares of our common
stock. Immediately following the dividend, we will retain 19.7%
of the outstanding shares of ZimVie common stock, which we
intend to divest after the separation in a tax-efficient manner.

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.

Use of Estimates – The consolidated financial statements

are prepared in conformity with accounting principles

generally accepted in the United States of America (“GAAP”),
which requires us to make 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. We have made our best
estimates, as appropriate under GAAP, in the recognition of
our assets and liabilities. These estimates have considered the
impact the COVID-19 pandemic may have on our financial
position, results of operations and cash flows. Such estimates
included, but were not limited to, variable consideration to our
customers, our allowance for doubtful accounts for expected
credit losses, the net realizable value of our inventory, the fair
value of our goodwill and the recoverability of other long-lived
assets. Actual results could differ materially from these
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 loss in stockholders’ equity.
When a transaction is denominated in a currency other than
the subsidiary’s functional currency, we remeasure the
transaction into the functional currency and recognize any
transactional gains or losses in earnings.

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 (“SG&A”) expenses and were $295.8 million,
$269.9 million and $292.7 million for the years ended
December 31, 2021, 2020 and 2019, respectively.

Research and Development – We expense all research

and development (“R&D”) costs as incurred except when
there is an alternative future use for the R&D. R&D costs
include salaries, prototypes, depreciation of equipment used in
R&D, consultant fees, service fees paid to collaborative
partners, and arrangements to gain access to or acquire third-
party in-process R&D projects with no alternative future use.
Where contingent milestone payments are due to third parties
under R&D arrangements, we expense the milestone payment
obligations when it is probable that the milestone results will
be achieved.

Litigation – We record an undiscounted 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.

Quality remediation – We use the financial statement

line item “Quality remediation” to recognize expenses related
to addressing inspectional observations on Form 483 and a
warning letter issued by the FDA following its inspections of
our Warsaw North Campus facility, among other matters. See
Note 21 for additional information about the Form 483 and
warning letter. The majority of these expenses are related to

consultants who are helping us to update previous documents
and redesign certain processes.

Restructuring and other cost reduction initiatives – A

restructuring is defined as a program that is planned and
controlled by management, and materially changes either the
scope of a business undertaken by an entity, or the manner in
which that business is conducted. Restructuring charges
include (i) employee termination benefits, (ii) contract
termination costs and (iii) other related costs associated with
exit or disposal activities.

In December 2021, our management approved a new
global restructuring program to reorganize our operations in
preparation for the planned spinoff of ZimVie with an objective
of reducing costs. In December 2019, our Board of Directors
approved, and we initiated, a new global restructuring program
with an objective of reducing costs to allow us to further invest
in higher priority growth opportunities. Restructuring charges
for the years ended December 31, 2021, 2020 and 2019 were
primarily attributable to these programs.

Acquisition, integration, divestiture and related – We
use the financial statement line item, “Acquisition, integration,
divestiture and related” to recognize expenses resulting from
the consummation of business mergers and acquisitions and
the related integration of those businesses, and expenses
related to the divestiture of our businesses. Acquisition,
integration, divestiture and related gains and expenses are
primarily composed of:
(cid:129) Consulting and professional fees related to third-party

integration and divestiture consulting performed in a variety
of areas, such as finance, tax, compliance, logistics and
human resources, and legal fees related to the
consummation of mergers and acquisitions or divestitures.

(cid:129) Employee termination benefits related to terminating

employees with overlapping responsibilities in various areas
of our business.

(cid:129) Dedicated project personnel expenses which include the
salary, benefits, travel expenses and other costs directly
associated with employees who are 100 percent dedicated to
our integration of acquired businesses and employees who
have been notified of termination, but are continuing to
work on transferring their responsibilities.

(cid:129) Contract termination expenses related to terminated
contracts, primarily with sales agents and distribution
agreements.

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 credit losses was $74.6 million
and $75.8 million as of December 31, 2021 and 2020,
respectively.

We also have receivables purchase arrangements with

unrelated third parties to transfer portions of our trade
accounts receivable balance. We terminated our purchase
arrangements in the U.S. and Japan during the year ended
December 31, 2020, but continue to have arrangements in
Europe. Funds received from the transfers are recorded as an
increase to cash and a reduction to accounts receivable
outstanding in our consolidated balance sheets. We report the
cash flows attributable to the sale of receivables to third
parties in cash flows from operating activities in our
consolidated statements of cash flows. Net expenses resulting
from the sales of receivables are recognized in SG&A expense.
Net expenses include any resulting gains or losses from the
sales of receivables, credit insurance and factoring fees. Under
the previous arrangement in the U.S. and Japan, any
collections that we made that were unremitted to the third
parties were recognized on our consolidated balance sheets
under other current liabilities and in our consolidated
statements of cash flows in financing activities. In Europe, we
have no continuing involvement with the factored receivable.
Inventories – Inventories are stated at the lower of cost

and net realizable value, 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.

(cid:129) Other various expenses to relocate facilities, integrate

Software Costs – We capitalize certain computer software

information technology, losses incurred on assets resulting
from the applicable acquisition, and other various expenses.
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.

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 expected credit losses. We determine the
allowance for credit losses by geographic market and take into
consideration historical credit experience,

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
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.

For cloud computing arrangements that are considered a
service contract, our capitalization of implementation costs is
aligned with the internal use software requirements. However,
on our consolidated balance sheet these implementation costs
are recognized in other noncurrent assets. On our consolidated
statement of cash flows, these implementations costs are
recognized in operating cash flows. The implementation costs
are recognized on a straight-line basis over the expected term
of the related service contract.

generated from the intangible asset. Intangible assets with a
finite life, including 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 or contractual life, which
may range from less than one year to twenty years. Intangible
assets with a finite life are tested for impairment whenever
events or circumstances indicate that the carrying amount may
not be recoverable.

Instruments – Instruments are hand-held devices used by

Intangible assets with an indefinite life, including certain

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 that have been deployed to be used in surgeries
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 SG&A expense.

Goodwill – Goodwill is not amortized but is subject to

annual impairment tests. Goodwill has been assigned to
reporting units. Potential impairment of a reporting unit is
identified 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 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, forecasted
operating expenses 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 fair value
of the reporting unit is more likely than not below its carrying
amount. If the fair value of the reporting unit is less than its
carrying value, an impairment loss is recorded in the amount
that the carrying value of the business unit exceeds the fair
value. See Note 11 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

trademarks and trade names and in-process research and
development (“IPR&D”) projects, 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 an indefinite life are
tested for impairment annually or whenever events or
circumstances indicate that the fair value of the reporting unit
is more likely than not below its carrying amount. 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

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 the new tax rate is enacted.

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.

We operate on a global basis and are subject to numerous

and complex tax laws and regulations. The calculation of our
tax liabilities involves dealing with uncertainties in the
application of complex tax laws and regulations in a multitude
of jurisdictions across our global operations. 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 tax positions based upon our estimates.
For those tax positions where it is more likely than not that a
tax benefit will be sustained, we have recorded the largest
amount of tax benefit with a greater than 50 percent likelihood
of being realized upon ultimate settlement with a taxing
authority that has full knowledge of all relevant information.
For those income tax positions where it is not more likely than
not that a tax benefit will be sustained, no tax benefit has been
recognized in the financial statements.

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 15 for more information regarding our derivative and
hedging activities.

Accumulated Other Comprehensive Income (Loss) –
Accumulated other comprehensive income (loss) (“AOCI”)
refers to 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
AOCI is comprised of foreign currency translation adjustments,
including unrealized gains and losses on net investments

hedges, unrealized gains and losses on cash flow hedges and
amortization of prior service costs and unrecognized gains and
losses in actuarial assumptions.

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 – We have investments in other

companies in which we have a controlling financial interest,
but not 100 percent of the equity. Further information related
to the noncontrolling interests of those investments have not
been provided as it is not significant to our consolidated
financial statements.

Accounting Pronouncements Recently Adopted

In June 2016, the Financial Accounting Standards Board

(“FASB”) issued Accounting Standard Update (“ASU”)
2016-13, Financial Instruments – Credit Losses (Topic 326).
The new guidance describes the current expected credit loss
(“CECL”) model which requires an estimate of expected
impairment on financial instruments over the lifetime of the
assets at each reporting date. Financial instruments in scope of
the guidance include financial assets measured at amortized
cost. Previous accounting guidance required recognition of
impairment when it was probable the loss has been incurred.
Under the CECL model, lifetime expected credit losses are
measured and recognized at each reporting date based on
historical experience, current conditions and forecasted
information. We adopted this standard as of January 1, 2020.
Adoption of this standard required the modified retrospective
transition method, which resulted in a cumulative-effect
adjustment to retained earnings of $3.1 million. The adoption
primarily impacted our trade receivables. Our concentrations
of credit risks are limited due to the large number of customers
and their dispersion across a number of geographic areas.
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. Our historical credit losses
have not been significant due to this dispersion and the
financial stability of our customers. We consider credit losses
immaterial to our business and, therefore, have not provided
all the disclosures otherwise required by the standard.
In August 2018, the FASB issued ASU 2018-15,

Intangibles-Goodwill and Other-Internal-Use Software. ASU
2018-15 aligns the requirements for capitalizing
implementation costs incurred in a hosting arrangement that is
a service contract with the requirements for capitalizing
implementation costs incurred to develop or obtain
internal-use software. Our policy for capitalizing
implementation costs in a hosting arrangement was already
aligned with the new guidance. ASU 2018-15 also provides
guidance on how these implementation costs are to be
recorded in the statement of earnings, balance sheet and
statement of cash flows. We adopted this standard on a
prospective basis as of January 1, 2020. The adoption of this
standard did not have a material impact on our financial
position, results of operations or cash flows.

In December 2019, the FASB issued ASU 2019-12
Simplifying the Accounting for Income Taxes. ASU 2019-12
eliminates certain exceptions in the rules regarding the
approach for intraperiod tax allocations and the methodology
for calculating income taxes in an interim period, and clarifies
the accounting for transactions that result in a step-up in the
tax basis of goodwill, among other things. We adopted this
standard as of January 1, 2021. The adoption of this standard
did not have a material impact on our financial position, results
of operations or cash flows.

Accounting Pronouncements Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04 Reference

Rate Reform (Topic 848). ASU 2020-04 provides temporary
optional guidance to ease the potential burden in accounting
for reference rate reform. The new guidance provides optional
expedients and exceptions for applying generally accepted
accounting principles to transactions affected by reference
rate reform if certain criteria are met. Early adoption of this
ASU is permitted, and we may elect to apply the amendments
prospectively through December 31, 2022. We are currently
evaluating the impact this ASU will have on our financial
statements.

In July 2021, the FASB issued ASU 2021-05 Lessors –
Certain Leases with Variable Lease Payments which is an
amendment to Accounting Standards Codification Topic 842 –
Leases (“ASC 842”). Under the current ASC 842 guidance,
variable payments are excluded from the measurement of the
initial net investment in the lease if the payments do not
depend on an index or a rate. For sales-type or direct financing
leases, this could result in the recognition of a day-one loss for
leases with entire or partial variable payments. ASU 2021-05
requires lessors to classify leases with entire or partial variable
payments as operating leases if otherwise a day-one loss would
be recognized. The ASU is effective for fiscal years beginning
after December 15, 2021, and interim periods within those
years. Early adoption of this ASU is permitted. The ASU can
either be applied retrospectively to leases that were
commenced or modified on or after the adoption of ASC 842 or
applied prospectively to leases that commence or are modified
after the adoption of ASU 2021-05. We have not entered into
leases that are comprised entirely of variable lease payments
and therefore the adoption of this ASU will not have an impact
on our financial statements.

There are no 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.

Revenue Recognition

We recognize revenue when our performance obligations
under the terms of a contract with our customer are satisfied.
This happens when we transfer control of our products to the
customer, which generally occurs upon implantation or when title
passes upon shipment. Revenue is measured as the amount of
consideration we expect to receive in exchange for transferring
our product. Taxes collected from customers and remitted to
governmental authorities are excluded from revenues.

We sell products 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. In direct channel accounts and with some
healthcare dealers, 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 the
ability to control the inventory. Upon implantation, we issue an
invoice and revenue is recognized. Consignment sales
represented approximately 80 percent of our net sales in 2021.
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. Payment terms vary by customer, but are
typically less than 90 days.

With sales to stocking distributors, some healthcare
dealers and hospitals, dental practices and dental laboratories,
revenue is generally recognized when control of our product
passes to the customer, which can be upon shipment of the
product or receipt by the customer. We estimate sales
recognized in this manner represented approximately
20 percent of our net sales in 2021. These customers may
purchase items in large quantities if incentives are offered or if
there are new product offerings in a market, which could cause
period-to-period differences in sales. It is our accounting policy
to account for shipping and handling activities as a fulfillment
cost rather than as an additional promised service. We have
contracts with these customers or orders may be placed from
available price lists. Payment terms vary by customer, but are
typically less than 90 days.

We offer standard warranties to our customers that our

products are not defective. These standard warranties are not
considered separate performance obligations. In limited
circumstances, we offer extended warranties that are separate
performance obligations. We have very few contracts that have
multiple performance obligations. Since we do not have
significant multiple element arrangements and essentially all of
our sales are recognized upon implantation of a product or
when title passes, very little judgment is required to allocate
the transaction price of a contract or determine when control
has passed to a customer. Our costs to obtain contracts consist
primarily of sales commissions to employees or third-party
agents that are earned when control of our product passes to
the customer. Therefore, sales commissions are expensed as
part of SG&A expenses at the same time revenue is
recognized. Accordingly, we do not have significant contract
assets, liabilities or future performance obligations.

We offer volume-based discounts, rebates, prompt pay
discounts, right of return and other various incentives which we
account for under the variable consideration model. If sales
incentives may be earned by a customer for purchasing a specified
amount of our product, we estimate whether such incentives will
be achieved and recognize these incentives as a reduction in

revenue in the same period the underlying revenue transaction is
recognized. We primarily use the expected value method to
estimate incentives. Under the expected value method, we
consider the historical experience of similar programs as well as
review sales trends on a customer-by-customer basis to estimate
what levels of incentives will be earned. Occasionally, products are
returned and, accordingly, we maintain an estimated refund
liability based upon the expected value method that is recorded as
a reduction in revenue.

We analyze sales by three geographies, the Americas;

Europe, Middle East and Africa (“EMEA”); and Asia Pacific;
and by the following product categories: Knees; Hips; Sports
Medicine, Biologics, Foot and Ankle, Extremities and Trauma,
and Craniomaxillofacial and Thoracic (“CMFT”) (“S.E.T.”);
Spine & Dental; and Other. As discussed in Note 19, we have
four operating segments which are Americas Orthopedics,
EMEA, Asia Pacific and Americas Spine and Global Dental.
Our sales analysis differs from our reporting operating

segments 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 are as follows (in millions):

For the Years Ended December 31,

2021

2020

2019

$4,800.2

$4,335.4

$4,875.8

1,671.1

1,391.3

1,746.9

1,364.9

1,297.8

1,359.5

Americas

EMEA

Asia Pacific

Total

(cid:129) Office based technologies products, previously reported in
the Other product category, are included in the Spine &
Dental product category; and

(cid:129) Other immaterial adjustments across product categories

related to brand alignment.

Prior period product category sales have been reclassified

to conform to the current presentation.

Restructuring

In December 2021, our management approved a new
global restructuring program (the “2021 Restructuring Plan”)
to reorganize our operations in preparation for the planned
spinoff of ZimVie with an objective of reducing costs. The 2021
Restructuring Plan is expected to result in total pre-tax
restructuring charges of approximately $240 million and
reduce gross annual pre-tax operating expenses by
approximately $210 million by the end of 2024 as program
benefits are realized. The pre-tax restructuring charges consist
of employee termination benefits; contract terminations for
sales agents; and other charges, such as consulting fees and
project management. The restructuring charges incurred in
the year ended December 31, 2021 primarily related to
employee termination benefits, sales agent contract
terminations, consulting and project management. The
following table summarizes the liabilities recognized related to
the 2021 Restructuring Plan (in millions):

Employee
Termination
Benefits

Contract
Terminations

Other

Total

–

19.5

–

2.3

– $

–

10.3

32.1

–

$7,836.2

$7,024.5

$7,982.2

Balance, December 31, 2020

Net sales by product category are as follows (in millions):

Additions

Cash payments

Foreign currency exchange

For the Years Ended December 31,

rate changes

Knees

Hips

S.E.T

Spine & Dental

Other

Total

2021

2020

2019

$2,647.9

$2,378.3

$2,780.6

1,856.1

1,750.5

1,931.5

1,727.8

1,525.6

1,652.5

1,008.8

595.6

897.0

473.1

1,021.8

595.8

$7,836.2

$7,024.5

$7,982.2

In the first quarter of 2021, we updated our product
category revenue reporting. Product category sales include the
following changes:
(cid:129) Orthopedic robotic capital sales and services, previously

reported in the Knee product category, are included in the
Other product category;

(cid:129) Disposable products used in computer-assisted surgeries,
previously reported in the Other product category, are
included in the Knees product category;

(cid:129) CMFT products, previously reported in the Dental, Spine &

CMFT category, are included in the S.E.T. product category;

(cid:129) CMFT has been removed from the Dental, Spine & CMFT

product category and the name has been changed to Spine &
Dental to reflect the revenue related to the spinoff of ZimVie;

Balance, December 31, 2021

19.5

2.3

10.3

32.1

Expense estimated to be

recognized for the 2021
Restructuring Plan

$62.0

$167.0

$11.0 $240.0

In December 2019, our Board of Directors approved, and

we initiated, a new global restructuring program (the “2019
Restructuring Plan”) with an objective of reducing costs to
allow us to further invest in higher priority growth
opportunities. The 2019 Restructuring Plan is expected to
result in total pre-tax restructuring charges of approximately
$350 million to $400 million and reduce gross annual pre-tax
operating expenses by approximately $200 million to
$300 million by the end of 2023 as program benefits are
realized. The pre-tax restructuring charges consist of
employee termination benefits; contract terminations for
facilities and sales agents; and other charges, such as
consulting fees, project management and relocation costs. The
restructuring charges incurred in the year ended December 31,
2021 primarily related to employee termination benefits,
distributor contract terminations, consulting and project
management. The restructuring charges incurred in the year
ended December 31, 2020, primarily related to employee

termination benefits, consulting and project management. The
following table summarizes the liabilities recognized related to
the 2019 Restructuring Plan (in millions):

Employee
Termination
Benefits

Contract
Terminations

Other

Total

– $

–

13.1

(9.0)

36.3

(9.0)

4.1

27.3

–

23.2

–

23.2

55.3

7.4

Balance, December 31, 2018

–

Additions

Cash Payments

Balance, December 31, 2019

Additions

Cash payments

15.8

37.1

108.2

(41.2)

(4.9)

(26.1)

(72.2)

Foreign currency exchange

rate changes

1.4

Balance, December 31, 2020

38.7

Additions

Cash payments

Foreign currency exchange

–

10.9

18.5

–

15.1

52.5

1.4

64.7

78.4

(29.7)

(12.9)

(64.6)

(107.2)

rate changes

(1.6)

–

(0.1)

(1.7)

Balance, December 31, 2021

$ 14.8

$ 16.5

$ 2.9 $ 34.2

We had two equity compensation plans in effect at
December 31, 2021: the 2009 Stock Incentive Plan (“2009
Plan”) and the Stock Plan for Non-Employee Directors. We
have reserved the maximum number of shares of common
stock available for awards under the terms of each of these
plans. We have registered 49.9 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. 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, 2021, an aggregate of 10.4 million
shares were available for future grants and awards under these
plans.

Expense incurred since the

start of the 2019
Restructuring Plan

Expense estimated to be

recognized for the 2019
Restructuring Plan

$ 85.9

$ 34.3

$102.7 $ 222.9

$180.0

$ 40.0

$155.0 $ 375.0

Stock Options

Stock options granted to date under our plans generally
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.

For the expense estimated to be recognized for the 2019

Restructuring Plan, we have disclosed the midpoint in our
estimated range of expenses.

We do not include restructuring charges in the operating

profit of our reportable segments.

In our consolidated statement of earnings, we report

restructuring charges in our “Restructuring and other cost
reduction initiatives” financial statement line item. We report
the expenses for other cost reduction initiatives with
restructuring expenses because these activities also have the
goal of reducing costs across the organization. However, since
the cost reduction initiative expenses are not considered
restructuring, they have been excluded from the amounts
presented in this note.

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,

2021

2020

2019

$85.3
18.7

$66.6

$79.7
16.9

$62.8

$84.3
21.8

$62.5

Total expense, pre-tax
Tax benefit related to awards

Total expense, net of tax

A summary of stock option activity for the year ended December 31, 2021 is as follows (options in thousands):

Outstanding at January 1, 2021

Options granted

Options exercised

Options forfeited

Options expired

Outstanding at December 31, 2021

Vested or expected to vest as of December 31, 2021

Exercisable at December 31, 2021

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 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 of stock options granted, the
assumptions used to determine fair value, the intrinsic value of
options exercised and the tax benefit of options exercised in
the indicated year:

Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Life

Intrinsic
Value
(in millions)

Stock
Options

7,423

$116.67

1,278

163.47

(871)

99.92

(219)

150.10

(64)

149.02

7,547

$125.32

7,291

$124.52

4,805

$111.42

6.0

4.8

$90.5

$90.0

$85.6

performance and market conditions in addition to service
conditions. 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 year to four
years.

A summary of nonvested RSU activity for the year ended

December 31, 2021 is as follows (RSUs in thousands):

Outstanding at January 1, 2021

Granted

Vested

Forfeited

Weighted Average
Grant Date Fair
Value

$129.65

171.37

119.32

122.90

RSUs

1,070

556

(239)

(348)

For the Years Ended December 31,

Outstanding at December 31, 2021

1,039

146.58

2021

2020

2019

For the RSUs with service conditions only, the fair value

Dividend yield

Volatility

Risk-free interest rate

Expected life (years)

0.6%

0.8%

30.3% 22.3% 22.1%

0.7%

1.3%

2.4%

5.4

5.0

5.5

Weighted average fair value of options

granted

$43.91

$31.65

$28.68

Intrinsic value of options exercised (in

millions)

$ 54.6

$ 50.1

$ 76.8

Tax benefit of options exercised (in

millions)

$ 10.8

$ 9.6

$ 15.8

As of December 31, 2021, there was $55.2 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 2.5 years.

RSUs

We have awarded RSUs to certain of our employees. The
terms of the awards are generally three or four years. Some of
the awards have only service conditions while some have

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, 2021, we estimate that approximately 682,437
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, 2021 was $57.9 million and is
expected to be recognized over a weighted-average period of
2.2 years. The fair value of RSUs that vested during the years
ended December 31, 2021, 2020 and 2019 based upon our
stock price on the date of vesting was $40.0 million,
$33.2 million, and $26.3 million, respectively.

Inventories

Inventories consisted of the following (in millions):

Finished goods

Work in progress

Raw materials

Inventories

As of December 31,

2021

2020

$1,928.5

$1,954.6

202.1

263.9

223.7

272.4

$2,394.5

$2,450.7

Amounts charged to the consolidated statements of
earnings for excess and obsolete inventory, including certain
product lines we intend to discontinue, in the years ended
December 31, 2021, 2020 and 2019 were $181.7 million,
$250.0 million and $221.4 million, respectively.

Property, Plant and Equipment

Property, plant and equipment consisted of the following

(in millions):

Land

Building and equipment

Capitalized software costs

Instruments

Construction in progress

Accumulated depreciation

As of December 31,

2021

2020

27.3

27.7

2,311.4

2,197.8

496.7

455.8

3,776.2

3,518.3

124.0

125.3

6,735.6

6,324.9

(4,719.1)

(4,277.2)

Property, plant and equipment, net

$ 2,016.5

$ 2,047.7

Depreciation expense was $451.7 million, $435.1 million

and $421.8 million for the years ended December 31, 2021,
2020 and 2019, respectively.

We had $11.6 million and $24.4 million of property, plant

and equipment included in accounts payable as of
December 31, 2021 and 2020, respectively.

Transfers of Financial Assets

We have receivables purchase arrangements with

unrelated third parties to liquidate portions of our trade
accounts receivable balance. The receivables relate to
products sold to customers and are short-term in nature. The
factorings are treated as sales of our accounts receivable.
Proceeds from the transfers reflect either the face value of the
accounts receivable or the face value less factoring fees.

We terminated our programs in the U.S. and Japan in the

fourth quarter of 2020. We acted as the collection agent on
behalf of the third party, but had no significant retained
interests or servicing liabilities related to the accounts
receivable sold. As of December 31, 2020, we had collected
and remitted or repurchased all factored receivables at the
time of the termination of those programs in 2020.

In Europe, we sell to a third party and have no continuing

involvement or significant risk with the factored accounts
receivable.

Funds received from the transfers are recorded as an

increase to cash and a reduction of accounts receivable
outstanding in the consolidated balance sheets. We report the
cash flows attributable to the sale of the receivables to third
parties in cash flows from operating activities in our
consolidated statements of cash flows. Net expenses resulting
from the sales of receivables are recognized in selling, general
and administrative expense. Net expenses include any
resulting gains or losses from the sales of receivables, credit
insurance and factoring fees.

For the years ended December 31, 2021, 2020 and 2019,

we sold receivables having an aggregate face value of
$160.9 million, $1,323.0 million and $3,116.2 million to third
parties in exchange for cash proceeds of $159.7 million,
$1,321.3 million and $3,113.9 million, respectively. Expenses
recognized on these sales during the years ended
December 31, 2021, 2020 and 2019 were not significant. For
the years ended December 31, 2020 and 2019, under the U.S.
and Japan programs, we collected $1,308.3 million and
$2,857.4 million, respectively, from our customers and
remitted that amount to the third party, and we effectively
repurchased $146.5 million and $184.6 million, respectively, of
previously sold accounts receivable from the third party due to
the programs’ revolving nature. The initial collection of cash
from customers and its remittance to the third party is
reflected in net cash provided by/(used in) financing activities
in our consolidated statements of cash flows. No amounts were
unremitted to third parties as of December 31, 2021 and 2020.

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, 2021

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)

Recorded
Balance

Description

Assets

Derivatives designated as hedges,

current and long-term

Foreign currency forward

contracts

$52.4

$ –

$52.4

$ –

Cross-currency interest rate

swaps

Derivatives not designated as

hedges, current and long-term

Foreign currency forward

contracts

Total Assets

23.0

1.1

–

23.0

1.1

–

$76.5

$ –

$76.5

$ –

As of December 31, 2021

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)

Recorded
Balance

$ 0.3

$ –

$ 0.3

3.4

10.5

1.5

3.4

10.5

1.5

45.8

–

45.8

Description

Liabilities

Derivatives designated as hedges,

current and long-term

Foreign currency forward

contracts

Cross-currency interest rate

swaps

Interest rate swaps

Derivatives not designated as

hedges, current and long-term

Foreign currency forward

contracts

Contingent payments related to

acquisitions

We value our foreign currency forward contracts 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, foreign
currency exchange rates and the terms of our swaps, and we
perform ongoing assessments of counterparty credit risk.

Contingent payments related to acquisitions consist of

sales-based payments, and are valued using discounted cash
flow techniques. The fair value of sales-based payments is
based upon probability-weighted future revenue estimates, and
increases as revenue estimates increase. See Note 10 for
additional information regarding contingent payments related
to acquisitions.

The following table provides a reconciliation of the
beginning and ending balances of items measured at fair value
on a recurring basis in the tables above that used significant
unobservable inputs (Level 3) (in millions):

Total Liabilities

$61.5

$ –

$15.7

$45.8

Contingent payments related to acquisitions

Beginning balance December 31, 2020

As of December 31, 2020

Fair Value Measurements
at Reporting Date Using:

Change in estimates

Settlements

Foreign currency impact

Level 3 -
Liabilities

$ 48.2

8.5

(10.2)

(0.7)

$ 45.8

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Recorded
Balance

Description

Assets

Derivatives designated as

hedges, current and long-
term

Foreign currency forward

contracts

$ 0.5

$ –

$ 0.5

–

Derivatives not designated as
hedges, current and long-
term

Foreign currency forward

contracts

Total Assets

0.9

$ –

0.9

$ 1.4

$ –

$ 1.4

Liabilities

Derivatives designated as

hedges, current and long-
term

Foreign currency forward

contracts

$ 48.5

$ –

$ 48.5

Cross-currency interest rate

swaps

Derivatives not designated as
hedges, current and long-
term

Foreign currency forward

contracts

Contingent payments related to

acquisitions

83.3

3.2

48.2

–

83.3

3.2

–

48.2

Total Liabilities

$183.2

$ –

$135.0

$48.2

Ending balance December 31, 2021

Changes in estimates for contingent payments related to

acquisitions are recognized in Acquisition, integration,
divestiture and related expenses on our consolidated
statements of earnings.

10. Acquisitions

In the fourth quarter of 2020, we completed the

acquisitions of A&E Medical Corporation (“A&E Medical”), a
sternal closure company, and Relign Corp. (“Relign”), an
arthroscopy equipment company (collectively referred to as
the “2020 acquisitions”). The 2020 acquisitions were
completed primarily to expand our product offerings in the
CMFT and sports medicine markets. The total aggregate cash
consideration paid in 2020 related to the 2020 acquisitions was
$244.9 million. An additional $145.0 million of guaranteed
deferred payments were made in 2021 and were included in
other current liabilities on the consolidated balance sheet as of
December 31, 2020. We assigned a fair value of $31.3 million
for potential additional payments as of the acquisition dates
related to these acquisitions that are contingent on the
respective acquired companies’ future product sales. The
estimated fair value of the aggregate contingent payment
liabilities was calculated based on the probability of achieving
the specified sales growth and discounting to present value the
estimated payments.

The goodwill related to the 2020 acquisitions represents
the excess of the consideration transferred over the fair value
of the net assets acquired. The goodwill related to the 2020

–

acquisitions is generated from the operational synergies and
cross-selling opportunities we expect to achieve from the
technologies acquired. None of the goodwill related to these
acquisitions is expected to be deductible for tax purposes.
The following table summarizes the aggregate final
estimates of fair value of the assets acquired and liabilities
assumed related to the 2020 acquisitions (in millions):

Current assets

Intangible assets subject to amortization:

Technology

Trademarks and trade names

Customer relationships

Other

Goodwill

Other assets

Total assets acquired

Current liabilities

Deferred income taxes

Other long-term liabilities

Total liabilities assumed

Net assets acquired

$ 31.7

147.9

1.5

92.7

4.9

185.5

5.4

469.6

4.8

43.5

0.1

48.4

$421.2

In the year ended December 31, 2021, we adjusted the

preliminary fair values that were recognized as of
December 31, 2020. The adjustments primarily related to the
customer relationships intangible assets and the related
deferred income tax liability as we refined our estimates by
analyzing historical purchasing patterns of existing
customers. The adjustment did not result in a significant
change to intangible asset amortization expense recognized in
the year ended December 31, 2021 that would have been
recognized in the previous period if the adjustment were
recognized as of the acquisition date. In addition, we revised
our estimates related to net operating loss carryforwards
based on updated tax calculations which reduced our deferred
income tax liability and goodwill correspondingly. There were
no other significant adjustments during the year ended
December 31, 2021.

The weighted average amortization period selected for

technology, trademarks and trade names, customer
relationships and other intangible assets were 13 years, 12
years, 15 years and 5 years, respectively.

We have not included pro forma information and certain

other information under GAAP for the 2020 acquisitions
because they did not have a material impact on our financial
position or results of operations.

11. Goodwill and Other Intangible Assets

The following table summarizes the changes in the carrying amount of goodwill (in millions):

Americas
Orthopedics

EMEA

Asia
Pacific

Americas
Spine and
Global
Dental

Immaterial
Product Category
Operating
Segments

Total

Balance at January 1, 2020

Goodwill

Accumulated impairment losses

$ 7,699.8

$ 1,316.8

$507.4

–

(567.0)

–

Goodwill reportable segment change

Accumulated impairment losses reportable segment change

Other acquisitions

Currency translation

Impairment

Balance at December 31, 2020

Goodwill

Accumulated impairment losses

7,699.8

1,661.3

(1,086.6)

142.4

80.2

749.8

507.4

17.0

51.0

–

10.9

18.2

–

8.9

13.5

–

(142.0)

(470.0)

9,583.7

1,362.9

580.8

(1,228.6)

(1,037.0)

–

8,355.1

325.9

580.8

–

Goodwill reportable segment change

Accumulated impairment losses reportable segment change

Purchase accounting adjustments

Other acquisitions

Currency translation

Balance at December 31, 2021

Goodwill

Accumulated impairment losses

(1,491.3)

1,220.9

15.4

2.4

–

5.2

–

2.3

–

1,491.3

(1,220.9)

–

(64.4)

(13.8)

(14.1)

(2.6)

8,045.8

1,354.3

569.0

1,488.7

(7.7)

(1,037.0)

–

(1,220.9)

$ 8,038.1

317.3

$569.0

267.8

$ 1,729.3

$11,253.3

(1,086.6)

(1,653.6)

642.7

9,599.7

(1,729.3)

1,086.6

–

162.2

111.9

(612.0)

11,527.4

(2,265.6)

9,261.8

–

22.9

2.4

(94.9)

11,457.8

(2,265.6)

$ 9,192.2

–

As discussed further in Note 19, our operating and

reportable segments changed starting on April 1,
2021. Goodwill has been reallocated from our previous
reportable segments to reflect the new structure. However,
our reporting units have not changed. The Americas Spine and
Global Dental reporting units are now assigned to the new
Americas Spine and Global Dental reportable segment.

We perform our annual test of goodwill impairment in the

fourth quarter of every year. In connection with the 2021
annual goodwill impairment test in the fourth quarter of 2021,
we estimated the fair value of our Americas Orthopedics,
Americas CMFT, EMEA, Asia Pacific and Global Dental
reporting units using the income and market approaches. In
the annual 2021 test, all our reporting units exceeded their
carrying values by more than 20 percent.

As discussed further in Note 10, we purchased A&E
Medical, Relign and other immaterial companies during the
year ended December 31, 2020, resulting in additional
goodwill in 2020 and subsequent fair value adjustments
recognized in 2021 as well.

As of March 31, 2020, we tested three of our reporting
units for impairment due to: i) the significant adverse effect
the COVID-19 pandemic was expected to have on our
operating results, and ii) a change in reportable segments in
the first quarter of 2020, which changed the cash flows and
asset compositions of certain reporting units. This resulted in
goodwill impairment charges of $470.0 million and
$142.0 million recognized for our EMEA reporting unit and
Global Dental reporting unit, respectively. The
remaining two reporting units with goodwill assigned to them
were not tested for impairment as we concluded it is more
likely than not the fair value of these reporting units exceeded
their carrying value. The goodwill balance related to the
Americas Spine reporting unit was already fully impaired.

The impairment charge of $470.0 million in our EMEA
reporting unit was primarily due to the COVID-19 pandemic
and reportable segment change. The COVID-19 pandemic has
had a significant adverse effect on both the operational and
non-operational assumptions used to estimate the fair value of
our EMEA reporting unit. The significant decline in our share
price and that of most other publicly-traded companies
resulted in us utilizing a higher risk-adjusted discount rate
compared to the rate used in our previous annual goodwill
impairment test to discount our future estimated cash flows to
present value. On an operational basis, due to the deferral of
elective surgical procedures, at the time of March 31, 2020
impairment test, we estimated that our cash flows in 2020
would be significantly lower than previously estimated in our
prior annual goodwill impairment test. The change in
reportable segments resulted in additional impairment due to
additional assets being allocated to the EMEA reporting
unit. As of December 31, 2021, $317.3 million of goodwill
remained in the EMEA reporting unit.

The impairment charge of $142.0 million in our Global
Dental reporting unit was primarily driven by the COVID-19
pandemic. Similar to our EMEA reporting unit, changes in the
market caused an increase to the risk-adjusted discount rates
utilized to discount our future estimated cash flows to present
value, and we expected that the deferral of elective dental

procedures would have an adverse effect on our cash
flows. We estimated the cash flows from our Global Dental
reporting unit might recover more slowly than our other
reporting units because many dental procedures are not
covered by insurance. Therefore, we estimated that economic
uncertainty would likely result in patients deferring dental
procedures for a longer period of time than procedures
involving our other products. As of December 31, 2021,
$267.8 million of goodwill remained in the Global Dental
reporting unit.

The third reporting unit we tested for impairment,

Americas CMFT, had an estimated fair value that exceeded its
carrying value by less than 5 percent. The Americas CMFT
reporting unit’s estimated fair value was also adversely
impacted by the COVID-19 pandemic similar to our EMEA and
Global Dental reporting units. As of December 31, 2021,
$290.9 million of goodwill remained in the Americas CMFT
reporting unit.

We estimated the fair value of the EMEA, Global Dental

and Americas CMFT reporting units based on income and
market approaches. Fair value under the income approach was
determined by discounting to present value the estimated
future cash flows of the reporting unit. Fair value under the
market approach utilized the guideline public company
methodology, which uses valuation indicators from publicly-
traded companies that are similar to our EMEA, Global Dental
and Americas CMFT reporting units and considers differences
between our reporting unit and the comparable companies.

In estimating the future cash flows of the reporting units,

we utilized a combination of market and company-specific
inputs that a market participant would use in assessing the fair
value of the reporting units. The primary market input was
revenue growth rates. These rates were based upon historical
trends and estimated future growth drivers such as an aging
global population, obesity and more active lifestyles. The
impact of declining revenues from the COVID-19 pandemic
was included in the future cash flows. Significant company
specific inputs included assumptions regarding how the
reporting units could leverage operating expenses as revenue
grows and the impact any of our differentiated products or
new products will have on revenues.

Under the guideline public company methodology, we

took into consideration specific risk differences between our
reporting unit and the comparable companies, such as recent
financial performance, size risks and product portfolios, among
other considerations.

We will continue to monitor the fair value of our reporting

units in our interim and annual reporting periods. If our
estimated cash flows decrease, we may have to record further
impairment charges in the future. Factors that could result in
our cash flows being lower than our current estimates include:
1) additional recurrence of the COVID-19 virus, including
variants, causes hospitals to defer elective surgical
procedures, 2) decreased revenues caused by unforeseen
changes in the healthcare market, or our inability to generate
new product revenue from our research and development
activities, and 3) our inability to achieve the estimated
operating margins in our forecasts from our restructuring
programs, cost saving initiatives, and other unforeseen

factors. Additionally, changes in the broader economic
environment could cause changes to our estimated discount

rates and comparable company valuation indicators, which
may impact our estimated fair values.

The components of identifiable intangible assets were as follows (in millions):

As of December 31, 2021:

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

$ 3,804.6

$ 383.3

$ 665.3

$ 5,489.1

(1,946.9)

(231.6)

(286.9)

(2,111.1)

–

$ 192.0

$10,534.3

(128.0)

(4,704.5)

–

457.0

–

13.0

–

470.0

Total identifiable intangible assets

$ 1,857.7

$ 151.7

$ 835.4

$ 3,378.0

$13.0

$ 64.0

$ 6,299.8

As of December 31, 2020:

Intangible assets subject to amortization:

Gross carrying amount

Accumulated amortization

Intangible assets not subject to amortization:

Gross carrying amount

$ 3,902.0

$ 383.3

$ 677.0

$ 5,589.7

(1,746.2)

(211.6)

(251.5)

(1,820.9)

–

$ 152.4

$10,704.4

(110.9)

(4,141.1)

–

462.7

–

29.5

–

492.2

Total identifiable intangible assets

$ 2,155.8

$ 171.7

$ 888.2

$ 3,768.8

$29.5

$ 41.5

$ 7,055.5

We recognized IPR&D intangible asset impairment
charges of $16.3 million, $33.0 million and $70.1 million in the
years ended December 31, 2021, 2020 and 2019, respectively,
in “Goodwill and intangible asset impairment” on our
consolidated statements of earnings. These impairments were
the result of terminated projects or delays and additional costs
related to a project. Since these projects had a low probability
of success or were not a priority, their terminations are not
expected to have a significant impact on our future cash flows.
Estimated annual amortization expense based upon
intangible assets recognized as of December 31, 2021 for the
years ending December 31, 2022 through 2026 is (in millions):

For the Years Ending December 31,

$602.6

595.6

584.4

535.1

480.9

2022

2023

2024

2025

2026

12. Other Current Liabilities

Other current liabilities consisted of the following (in

millions):

As of December 31,

2021

2020

Other current liabilities:

License and service agreements

$ 145.1

$ 172.7

Salaries, wages and benefits

Litigation and product liability

Deferred business combination payments

Accrued liabilities

357.0

209.1

–

735.3

319.5

157.1

145.0

873.1

Total other current liabilities

$1,446.5

$1,667.4

We have reclassified certain previously reported

components of other current liabilities to conform to the current
year presentation.

13. Debt

Our debt consisted of the following (in millions):

Current portion of long-term debt
Floating Rate Notes due 2021
3.375% Senior Notes due 2021
3.150% Senior Notes due 2022
1.414% Euro Notes due 2022
Japan Term Loan A
Japan Term Loan B

As of December 31,

2021

2020

–
–
750.0
568.6
101.6
184.9

200.0
300.0
–
–
–
–

Total short-term debt

$1,605.1

$500.0

Long-term debt

3.150% Senior Notes due 2022
3.700% Senior Notes due 2023
1.450% Senior Notes due 2024
3.550% Senior Notes due 2025
3.050% Senior Notes due 2026
3.550% Senior Notes due 2030
2.600% Senior Notes due 2031
4.250% Senior Notes due 2035
5.750% Senior Notes due 2039
4.450% Senior Notes due 2045
1.414% Euro Notes due 2022
2.425% Euro Notes due 2026
1.164% Euro Notes due 2027
Japan Term Loan A
Japan Term Loan B
Debt discount and issuance costs
Adjustment related to interest rate swaps

As of December 31,

2021

2020

–
86.3
850.0
863.0
600.0
257.5
750.0
253.4
317.8
395.4
–
568.6
568.6
–
–
(36.4)
(10.5)

750.0
300.0
–
2,000.0
600.0
900.0
–
253.4
317.8
395.4
611.8
611.8
611.8
113.3
206.3
(48.2)
3.1

Total long-term debt

$5,463.7

$7,626.5

At December 31, 2021, our total current and non-current
debt of $7.1 billion consisted of $6.8 billion aggregate principal
amount of senior notes, which included €1.5 billion of Euro-
denominated senior notes (“Euro notes”), an ¥11.7 billion
Japanese Yen term loan agreement (“Japan Term Loan A”) and a
¥21.3 billion Japanese Yen term loan agreement (“Japan Term
Loan B”) that each will mature on September 27, 2022, partially
offset by fair value adjustments totaling $10.5 million and debt
discount and issuance costs of $36.4 million.

In 2021, we redeemed the $200.0 million outstanding
principal amount of our Floating Rate Notes due 2021 and the
$300.0 million outstanding principal amount of our 3.375% Senior
Notes due 2021, in each case at a redemption price equal to
100% of the aggregate principal amount of the senior notes being
redeemed, plus accrued and unpaid interest.

On November 24, 2021, we completed the offering of
$850.0 million aggregate principal amount of our 1.450% Senior
Notes due November 22, 2024 and $750.0 million aggregate
principal amount of our 2.600% Senior Notes due November 24,
2031. Interest is payable on the 1.450% Senior Notes due 2024 on
May 22 and November 22 of each year until maturity. Interest is
payable on the 2.600% Senior Notes due 2031 on May 24 and
November 24 of each year until maturity. We received net
proceeds of $1,599.8 million.

On November 15, 2021, we commenced cash tender offers

to purchase certain outstanding senior notes. The proceeds from
the senior notes offering described above, together with cash on
hand, were used to pay for the senior notes purchased in the
cash tender offers. The cash tender offers resulted in the
following principal amount of the notes tendered: $213.7 million
of the 3.700% Senior Notes due 2023, $1,137.0 million of the
3.550% Senior Notes due 2025, and $642.5 million of the 3.550%
Senior Notes due 2030. As a result, we recorded a loss on the
extinguishment of debt in the amount of $165.1 million in our
consolidated statement of earnings for the year ended
December 31, 2021. The components of this loss were the
reacquisition price of $2,154.8 million minus the carrying value of
the debt of $1,982.7 million (including debt discount and

issuance costs) plus debt tender fees of $5.0 million minus a gain
of $12.0 million on a reverse treasury lock that we entered into to
offset any increases or decreases to the premium associated with
the tender offer from the date we entered into the lock.

On December 30, 2020, we redeemed $250.0 million of the

$450.0 million outstanding principal amount of our Floating
Rate Notes due 2021, with cash on hand.

On March 20, 2020, we completed the offering of
$600.0 million aggregate principal amount of our 3.050%
Senior Notes due on January 15, 2026 and $900.0 million
aggregate principal amount of our 3.550% Senior Notes due on
March 20, 2030. Interest is payable on the 3.050% Senior Notes
due 2026 on January 15 and July 15 of each year until
maturity. Interest payable on the 3.550% Senior Notes is
payable semi-annually, commencing on September 20, 2020
until maturity. The proceeds from this senior notes offering,
together with cash on hand, were used to repay at maturity the
$1.5 billion outstanding principal amount of our 2.700% Senior
Notes due on April 1, 2020.

On August 20, 2021, we entered into a new five-

year revolving credit agreement (the “2021 Five-Year Credit
Agreement”) and a new 364-day revolving credit agreement
(the “2021 364-Day Revolving Credit Agreement”), as
described below. These credit agreements will be used for
general corporate purposes.

The 2021 Five-Year Credit Agreement contains a five-year
unsecured revolving facility of $1.5 billion (the “2021 Five-Year
Revolving Facility”). The 2021 Five-Year Credit Agreement
replaces the previous revolving credit agreement (the “2019
Credit Agreement”), which contained a five-year unsecured
multicurrency revolving facility of $1.5 billion (the “2019
Multicurrency Revolving Facility”). There were no borrowings
outstanding under the 2019 Credit Agreement at the time it
was terminated.

The 2021 Five-Year Credit Agreement will mature on
August 20, 2026, with two one-year extensions exercisable at
our discretion and subject to required lender consent. The
2021 Five-Year Credit Agreement also includes an
uncommitted incremental feature allowing us to request an
increase of the facility by an aggregate amount of up to
$500.0 million. As of December 31, 2021, there were no
outstanding borrowings under the 2021 Five-Year Revolving
Facility.

Borrowings under the 2021 Five-Year Credit Agreement

bear interest at floating rates, based upon either LIBOR for the
applicable interest period or at an alternate base rate, in each
case, plus an applicable margin determined by reference to our
senior unsecured long-term debt credit rating. We pay a
facility fee on the aggregate amount of the 2021 Five-Year
Revolving Facility at a rate determined by reference to our
senior unsecured long-term debt credit rating. The 2021 Five-
Year Credit Agreement contains customary affirmative and
negative covenants and events of default for unsecured
financing arrangements, including, among other things,
limitations on consolidations, mergers, and sales of assets. The
Five-Year Credit Agreement also requires us to maintain a
consolidated indebtedness to consolidated EBITDA ratio of no
greater than 4.5 to 1.0 as of the last day of any period of four
consecutive fiscal quarters (with such ratio subject to increase

to 5.0 to 1.0 for a period of time in connection with a qualified
material acquisition and certain other restrictions). We were
in compliance with all covenants under the 2021 Five-Year
Credit Agreement as of December 31, 2021.

The 2021 364-Day Revolving Credit Agreement is an
unsecured revolving credit facility in the principal amount of
$1.0 billion (the “2021 364-Day Revolving Facility”). The 2021
364-Day Revolving Credit Agreement replaced a credit
agreement entered into on September 18, 2020 which was also
a 364-day unsecured revolving credit facility of $1.0 billion
(the “September 2020 Revolving Facility”). There were no
borrowings outstanding under the September 2020 Revolving
Facility when it was terminated.

The 2021 364-Day Revolving Facility will mature on

August 19, 2022. Borrowings under the 2021 364-Day
Revolving Credit Agreement bear interest at floating rates
based upon either LIBOR for the applicable interest period or
at an alternate base rate, in each case, plus an applicable
margin determined by reference to our senior unsecured long-
term debt credit rating. We pay a facility fee on the aggregate
amount of the 2021 364-Day Revolving Facility at a rate
determined by reference to our senior unsecured long-term
debt credit rating. The 2021 364-Day Revolving 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. The 2021 364-Day
Revolving Credit Agreement also requires us to maintain a
consolidated indebtedness to consolidated EBITDA ratio of no
greater than 4.5 to 1.0 as of the last day of any period of four
consecutive fiscal quarters (with such ratio subject to increase
to 5.0 to 1.0 in connection with a qualified material acquisition
and certain other restrictions). We were in compliance with all
covenants under the 2021 364-Day Revolving Credit
Agreement, as of December 31, 2021. As of December 31,
2021, there were no outstanding borrowings under the 2021
364-Day Revolving Credit Agreement.

The estimated fair value of our senior notes as of
December 31, 2021, based on quoted prices for the specific
securities from transactions in over-the-counter markets

(Level 2), was $7,216.4 million. The estimated fair value of
Japan Term Loan A and Japan Term Loan B, in the aggregate,
as of December 31, 2021, based upon publicly available market
yield curves and the terms of the debt (Level 2), was
$286.2 million.

We 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. These fair
value hedges were settled in 2016. In 2018 and 2019, we
entered into cross-currency interest rate swaps that we
designated as net investment hedges. The excluded
component of these net investment hedges is recorded in
interest expense, net. See Note 15 for additional information
regarding our interest rate swap agreements.

At December 31, 2021 and 2020, the weighted average

interest rate for our borrowings was 2.8 percent and
3.0 percent, respectively. We paid $219.0 million,
$193.1 million, and $226.9 million in interest during 2021,
2020, and 2019, respectively.

14. Accumulated Other Comprehensive Income

AOCI 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 AOCI may be
reclassified to net earnings upon the occurrence of certain
events.

Our AOCI is comprised of foreign currency translation
adjustments, unrealized gains and losses on cash flow hedges,
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.
Amounts related to defined benefit plans that are in AOCI are
reclassified over the service periods of employees in the plan.
See Note 16 for more information on our defined benefit plans.

The following table shows the changes in the components of AOCI, net of tax (in millions):

Foreign
Currency
Translation

Cash
Flow
Hedges

Defined
Benefit
Plan Items

Total
AOCI

$ (7.2) $(55.6) $(235.0) $(297.8)
60.0
6.2

(99.9)
–

73.5
4.9

86.4
1.3

$(107.1) $ 32.1

$(156.6) $(231.6)

Balance December 31, 2020
AOCI before reclassifications
Reclassifications to statements of earnings

Balance December 31, 2021

The following table shows the reclassification adjustments from AOCI (in millions):

Component of AOCI

Cash flow hedges

Foreign exchange forward contracts
Interest rate swaps
Forward starting interest rate swaps

Defined benefit plans
Prior service cost
Curtailment gain
Unrecognized actuarial loss

Total reclassifications

Amount of Gain / (Loss)
Reclassified from AOCI

For the Years Ended December 31,

2021

2020

2019

Location on Statements of Earnings

$ (0.8)
–
(0.6)

(1.4)
(0.1)

$45.4
–
(0.6)

44.8
6.3

$ 38.4
2.8
(0.6)

40.6
5.5

$ (1.3)

$38.5

$ 35.1

$ 4.0
–
(11.1)

(7.1)
(2.2)

$ 3.9
–
(8.5)

(4.6)
(1.7)

$ 7.3
7.2
(21.8)

(7.3)
(2.3)

$ (4.9)

$(2.9)

$ (5.0)

$ (6.2)

$35.6

$ 30.1

Cost of products sold
Interest expense, net
Interest expense, net

Total before tax
Provision (benefit) for income taxes

Net of tax

Other income (expense), net
Other income (expense), net
Other income (expense), net

Total before tax
Provision (benefit) for income taxes

Net of tax

The following table shows the tax effects on each component of AOCI recognized in our consolidated statements of

comprehensive income (loss) (in millions):

For the Years Ended December 31,

Before Tax

Tax

Net of Tax

2021

2020

2019

2021

2020

2019

2021

2020

2019

Foreign currency cumulative translation adjustments
Unrealized cash flow hedge gains (losses)
Reclassification adjustments on cash flow hedges
Adjustments to prior service cost and unrecognized actuarial

assumptions

Total Other Comprehensive

Income (Loss)

15. Derivative Instruments and Hedging Activities

$(54.8) $ (43.4) $ 12.1
34.6
(40.6)

(42.7)
(44.8)

102.5
1.4

$45.1
16.1
0.1

$(69.0) $13.6
4.0
(5.5)

(9.2)
(6.3)

$(99.9) $ 25.6
(33.5)
(38.5)

86.4
1.3

$ (1.5)
30.6
(35.1)

96.9

(20.9)

(56.4)

18.5

(11.4)

(7.9)

78.4

(9.5)

(48.5)

$146.0

$(151.8) $(50.3) $79.8

$(95.9) $ 4.2

$ 66.2

$(55.9) $(54.5)

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 currently use fixed-to-variable interest rate swaps to manage our exposure to interest rate risk from our cash investments
and debt portfolio. 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

In June 2021, we entered into $1 billion of fixed-to-variable interest rate swaps that we have designated as fair value hedges of

$1 billion of our fixed rate debt obligations.

In prior years, we entered into various fixed-to-variable interest rate swap agreements that were accounted for as fair value

hedges of our senior notes due 2021. In August 2016, we received cash for these interest rate swap assets by terminating the
hedging instruments with the counterparties. There was no remaining unamortized balance as of December 31, 2021 related to
these discontinued hedges, since the unamortized balance was recognized in full upon the end of the maturity period of the hedged

senior notes in the third quarter of 2021. As of December 31, 2021 and December 31, 2020, the following amounts were recorded on
our consolidated balance sheets related to cumulative basis adjustments for fair value hedges (in millions):

Balance Sheet Line Item

Current portion of long-term debt
Long-term debt

Derivatives Designated as Cash Flow Hedges

In 2014, we entered into forward starting interest rate
swaps that were designated as cash flow hedges of our thirty-
year tranche of senior notes (the 4.450% Senior Notes due
2045) 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 notes offering. The
interest rate swaps were settled, and the remaining loss to be
recognized at December 31, 2021 was $25.3 million, which will
be recognized using the effective interest rate method over the
remaining maturity period of the hedged notes.

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 with major
financial institutions. We also designated our Euro notes and
other foreign currency exchange forward contracts as net
investment hedges of investments in foreign subsidiaries. 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, Indian Rupees, Turkish Lira, Polish Zloty,
Danish Krone, and Norwegian Krone. We do not use derivative
financial instruments for trading or speculative purposes.

Derivatives Designated as Net Investment Hedges

We are exposed to the impact of foreign exchange rate
fluctuations in the investments in our wholly-owned foreign
subsidiaries that are denominated in currencies other than the
U.S. Dollar. In order to mitigate the volatility in foreign
exchange rates, we issued Euro Notes in December 2016 and
November 2019, as discussed in Note 13, and designated 100
percent of the Euro Notes to hedge our net investment in
certain wholly-owned foreign subsidiaries that have a
functional currency of Euro. All changes in the fair value of
the hedging instrument designated as a net investment hedge
are recorded as a component of AOCI in our consolidated
balance sheets.

At December 31, 2021, we had receive-fixed-rate,

Carrying Amount of the Hedged Liabilities

Cumulative Amount of Fair Value Hedging
Adjustment Included in the Carrying Amount
of the Hedged Liabilities

December 31, 2021

December 31, 2020

December 31, 2021

December 31, 2020

–
985.2

$303.0
–

–
(10.5)

$3.1
–

7 billion and Swiss Franc 50 million. These transactions
further hedge our net investment in certain wholly-owned
foreign subsidiaries that have a functional currency of Euro,
Japanese Yen and Swiss Franc. All changes in the fair value of
a derivative instrument designated as a net investment hedge
are recorded as a component of AOCI in the consolidated
balance sheets. The portion of this change related to the
excluded component will be amortized into earnings over the
life of the derivative while the remainder will be recorded in
AOCI until the hedged net investment is sold or substantially
eliminated. We recognize the excluded component in interest
expense, net on our consolidated statements of earnings. The
net cash received related to the receive-fixed-rate, pay-fixed-
rate component of the cross-currency interest rate swaps is
reflected in investing cash flows in our consolidated
statements of cash flows. In the twelve-month period ended
December 31, 2021, Euro 775 million of these cross-currency
interest rate swaps matured at a loss of $40.0 million. The
settlement of this loss with the counterparties is reflected in
investing cash flows in our consolidated statements of cash
flows and will remain in AOCI on our consolidated balance
sheet until the hedged net investment is sold or substantially
liquidated.

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. 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 confirming 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 gains and losses are
temporarily recorded in AOCI and then recognized in cost of
products sold when the hedged item affects net earnings. On
our consolidated statements of cash flows, the settlements of
these cash flow hedges are recognized in operating cash flows.

pay-fixed-rate cross-currency interest rate swaps with notional
amounts outstanding of Euro 675 million, Japanese Yen

For foreign currency exchange forward contracts
outstanding at December 31, 2021, 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, Indian Rupees, Polish
Zloty, Danish Krone, and Norwegian Krone and obligations to
purchase Swiss Francs and sell U.S. Dollars. These derivatives
mature at dates ranging from January 2022 through June 2024.
As of December 31, 2021, the notional amounts of outstanding
forward contracts entered into with third parties to purchase
U.S. Dollars were $1,295.2 million. As of December 31, 2021,
the notional amounts of outstanding forward contracts entered
into with third parties to purchase Swiss Francs were
$347.0 million.

Derivatives Not Designated as Hedging Instruments

We enter into foreign currency forward exchange
contracts with terms of one to three months to manage

Income Statement Presentation

Derivatives Designated as Cash Flow Hedges

currency exposures for monetary assets and liabilities
denominated in a currency other than an entity’s functional
currency. 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. The amount of these gains/losses is recorded
in other income (expense), net. Outstanding contracts are
recorded on the balance sheet at fair value 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.

As discussed in Note 13, in 2021 we entered into a reverse

treasury lock related to our bond tender offer to offset any
increases or decreases to the premium associated with the
tender offer from the date we entered into the lock. We
recognized a gain of $12.0 million that was included in the loss
on early extinguishment of debt.

Derivative instruments designated as cash flow hedges had the following effects, before taxes, on AOCI and net earnings on our

consolidated statements of earnings, consolidated statements of comprehensive income (loss) and consolidated balance sheets (in
millions):

Amount of Gain / (Loss)
Recognized in AOCI

Years Ended December 31,

Amount of Gain / (Loss)
Reclassified from AOCI

Years Ended December 31,

Derivative Instrument

2021

2020

2019

Location on Statement of Earnings

2021

2020

2019

Foreign exchange forward contracts

$102.5

$(42.7) $34.6

Interest rate swaps

Forward starting interest rate swaps

–

$102.5

$(42.7) $34.6

Cost of products sold

$(0.8) $45.4

$38.4

Interest expense, net

–

2.8

Interest expense, net

(0.6)

$(1.4) $44.8

$40.6

The fair value of outstanding derivative instruments designated as cash flow hedges and recorded on the consolidated balance

sheet at December 31, 2021, together with settled derivatives where the hedged item has not yet affected earnings, was a net
unrealized gain of $33.8 million, or $32.1 million after taxes, which is deferred in AOCI. A gain of $27.9 million, or $23.6 million after
taxes, is expected to be reclassified to earnings in cost of products sold and a loss of $0.7 million, or $0.5 million after taxes, is
expected to be reclassified to earnings in interest expense, net over the next twelve months.

The following table presents the effects of fair value, cash flow and net investment hedge accounting on our consolidated

statements of earnings (in millions):

Total amounts of income and expense line items presented in the

statements of earnings in which the effects of fair value, cash flow and
net investment hedges are recorded
The effects of fair value, cash flow and net investment hedging:

Gain on fair value hedging relationships

Discontinued interest rate swaps
Interest rate swaps

Gain (loss) on cash flow hedging relationships

Foreign exchange forward contracts
Interest rate swaps
Forward starting interest rate swaps

Gain on net investment hedging relationships

Cross-currency interest rate swaps

Location and Amount of Gain/(Loss) Recognized in Income on Fair Value, Cash Flow
and Net Investment Hedging Relationships
Years Ended December 31,

2021

2020

2019

Cost of
Products
Sold

Interest
Expense,
Net

Cost of
Products
Sold

Interest
Expense,
Net

Cost of
Products
Sold

Interest
Expense,
Net

$2,341.0

$(208.4) $2,128.3

$(212.0) $2,252.6

$(226.9)

–
–

(0.8)
–
–

3.1
6.4

–
–
(0.6)

–
–

45.4
–
–

3.3
–

–
–
(0.6)

–
–

38.4
–
–

8.2
–

–
2.8
(0.6)

–

37.5

–

53.5

–

52.2

Derivatives Not Designated as Hedging Instruments

The following gains/(losses) from these derivative instruments were recognized on our consolidated statements of earnings (in
millions):

Derivative Instrument

Foreign exchange forward contracts

Reverse treasury lock

Location on

Years Ended December 31,

Statements of Earnings

2021

2020

2019

Other income (expense), net

$(1.8) $10.6

$(11.0)

Other income (expense), net

12.0

–

These gains/(losses) do not reflect losses of $3.7 million, $22.8 million and $3.4 million in 2021, 2020 and 2019, respectively,

recognized in other income (expense), net as a result of foreign currency re-measurement of monetary assets and liabilities
denominated in a currency other than an entity’s functional currency.

Balance Sheet Presentation

As of December 31, 2021 and 2020, all derivative instruments are recorded at fair value on our consolidated balance sheets. On
our consolidated balance sheets, we recognize individual forward contracts 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 Designated as

Hedges

Foreign exchange forward contracts

Cross-currency interest rate swaps

Foreign exchange forward contracts

Cross-currency interest rate swaps

Total asset derivatives

Asset Derivatives Not Designated as

Hedges

As of December 31, 2021

As of December 31, 2020

Balance Sheet Location

Fair
Value

Balance Sheet Location

Fair
Value

Other current assets

$42.3

Other current assets

$16.3

Other assets

20.9

6.7

$86.2

Other current assets

$ 12.2

Other current assets

Other assets

–

3.7

–

$ 15.9

Foreign exchange forward contracts

Other current assets

$ 1.4

Other current assets

$ 1.5

Liability Derivatives Designated as

Hedges

Foreign exchange forward contracts

Cross-currency interest rate swaps

Foreign exchange forward contracts

Cross-currency interest rate swaps

Interest rate swaps

Total liability derivatives

Liability Derivatives Not Designated

as Hedges

Other current liabilities

$ 9.6

Other current liabilities

$ 37.4

Other current liabilities

Other long-term liabilities

0.1

1.5

3.3

Other long-term liabilities

10.5

$25.0

Other current liabilities

Other long-term liabilities

55.0

26.5

28.3

–

$147.2

Foreign exchange forward contracts

Other current liabilities

$ 1.8

Other current liabilities

$ 3.8

The table below presents the effects of our master netting agreements on our consolidated balance sheets (in millions):

Description

Asset Derivatives

Cash flow hedges

Derivatives not designated as hedges

As of December 31, 2021

As of December 31, 2020

Location

Gross
Amount

Offset

Net Amount
in Balance
Sheet

Gross
Amount

Offset

Net Amount
in Balance
Sheet

Other current assets

$42.3

$9.5

$32.8

$12.2

$11.7

Other assets

Other current assets

20.9

1.4

1.3

0.3

19.6

1.1

3.7

1.5

3.7

0.6

$0.5

–

0.9

Description

Liability Derivatives

Cash flow hedges

Derivatives not designated as hedges

As of December 31, 2021

As of December 31, 2020

Location

Gross
Amount

Offset

Net Amount
in Balance
Sheet

Gross
Amount

Offset

Net Amount
in Balance
Sheet

Other current liabilities

Other long-term liabilities

Other current liabilities

9.6

1.5

1.8

9.5

1.3

0.3

0.1

0.2

1.5

37.4

26.5

3.8

11.7

3.7

0.6

25.7

22.8

3.2

The following net investment hedge gains (losses) were recognized on our consolidated statements of comprehensive income

(loss) (in millions):

Derivative Instrument

Euro Notes

Cross-currency interest rate swaps

16. Retirement Benefit Plans

Amount of Gain / (Loss)
Recognized in AOCI

Years Ended December 31,

2021

2020

2019

$129.6

$(151.5) $10.7

103.0

(143.8)

47.9

$232.6

$(295.3) $58.6

We have defined benefit pension plans covering certain U.S. and Puerto Rico employees. Plan benefits are primarily based on
years of credited service and the participant’s average eligible compensation. The U.S. and Puerto Rico plans are frozen; meaning
there are no new participants that can join the plan and participants in the plan do not accrue additional years of service or
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.

Defined Benefit Plans

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

Service cost

Interest cost

Expected return on plan assets

Curtailment gain

Settlements

Amortization of prior service cost

Amortization of unrecognized actuarial loss

Net periodic benefit (income) expense

For the Years Ended December 31,

U.S. and Puerto Rico

Foreign

2021

2020

2019

2021

2020

2019

$ 0.9

$ 0.7

$ 7.1

$ 24.7

$ 19.0

10.5

13.9

16.2

4.9

5.4

9.0

(29.8)

(32.9)

(32.4)

(15.6)

(13.3)

(13.4)

–

6.4

0.3

8.6

–

0.5

0.3

7.2

(7.2)

0.8

–

0.5

(3.4)

(4.3)

19.3

2.5

–

(0.5)

(4.2)

1.3

–

(3.9)

2.5

$ (3.1) $(10.3) $ 0.4

$ 12.7

$ 13.4

$ 13.2

In our consolidated statements of earnings, service cost is reported in the same location as other compensation costs arising

from services rendered by the pertinent employees while the other components of net pension expense are reported in other
income (expense), net.

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

were as follows:

Discount rate

Rate of compensation increase

Expected long-term rate of return on plan assets

For the Years Ended December 31,

U.S. and Puerto Rico

Foreign

2021

2020

2019

2021

2020

2019

2.04% 3.40% 4.38% 0.63% 0.73% 1.44%

–

3.29% 2.39% 2.28% 2.50%

6.75% 7.75% 7.75% 2.09% 2.17% 2.14%

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

Discount rates were determined for each of our defined benefit retirement plans at their measurement date to reflect the yield

of a portfolio of high quality bonds matched against the timing and amounts of projected future benefit payments.

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

Projected benefit obligation - beginning of year
Service cost
Interest cost
Plan amendments
Employee contributions
Benefits paid
Actuarial loss
Expenses paid
Settlement
Translation (gain) loss

Projected benefit obligation - end of year

Plan assets at fair market value - beginning of year
Actual return on plan assets
Employer contributions
Employee contributions
Settlements
Benefits paid
Expenses paid
Translation (loss) gain

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

For the Years Ended December 31,

U.S. and Puerto Rico

Foreign

2021

2020

2021

2020

$516.9
0.9
10.5
–
–
(13.3)
3.0
–
(14.9)
–

$472.0
0.7
13.9
–
–
(24.0)
55.6
–
(1.3)
–

$819.3
24.7
4.9
–
23.4
(41.7)
6.1
(0.2)
(3.0)
(25.6)

$740.4
24.7
5.4
0.2
22.1
(39.8)
12.5
(0.3)
(4.5)
58.6

$503.1

$516.9

$807.9

$819.3

For the Years Ended December 31,

U.S. and Puerto Rico

Foreign

2021

2020

2021

2020

$474.1
50.5
3.1
–
(14.9)
(13.3)
–
–

$444.9
51.4
3.1
–
(1.3)
(24.0)
–
–

$756.7
86.6
22.4
23.4
(3.0)
(41.7)
(0.2)
(23.0)

$665.2
40.0
21.2
22.1
(4.5)
(39.8)
(0.3)
52.8

$499.5

$474.1

$821.2

$756.7

$ (3.6) $(42.8) $ 13.3

$(62.6)

For the Years Ended December 31,

U.S. and Puerto Rico

Foreign

2021

2020

2021

2020

$ 2.7
(0.1)
(6.2)

–
(0.1)
(42.7)

$ 54.9
(1.3)
(40.3)

$ 20.4
(1.3)
(81.7)

$(3.6) $(42.8) $ 13.3

$(62.6)

The weighted average actuarial assumptions used to determine the projected benefit obligation for our defined benefit

retirement plans were as follows:

Discount rate

Rate of compensation increase

For the Years Ended December 31,

U.S. and Puerto Rico

Foreign

2021

2020

2019

2021

2020

2019

2.70% 2.70% 3.40% 0.73% 0.61% 0.74%

–

3.29% 2.48% 2.36% 2.45%

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

Projected benefit obligation

Plan assets at fair market value

As of December 31,

U.S. and Puerto Rico

Foreign

2021

2020

2021

2020

$468.5

$516.9

$38.8

$778.4

462.2

474.1

8.1

709.5

Total accumulated benefit obligations and plans with accumulated benefit obligations in excess of plan assets were as follows

(in millions):

Total accumulated benefit obligations

Plans with accumulated benefit obligations in excess of plan assets:

Accumulated benefit obligation

Plan assets at fair market value

As of December 31,

U.S. and Puerto Rico

Foreign

2021

2020

2021

2020

$503.1

$516.9

$783.0

$801.3

468.5

462.2

516.9

474.1

36.4

8.1

560.9

508.6

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,

2022
2023
2024
2025
2026
2027-2031

The U.S. and Puerto Rico defined benefit retirement plans’

overall investment strategy is to balance total returns by
emphasizing long-term growth of capital while mitigating risk.
We have established target ranges of assets held by the plans of
30 to 65 percent for equity securities, 30 to 50 percent for debt
securities and 0 to 15 percent in non-traditional investments.
The plans strive to have sufficiently diversified assets so that
adverse or unexpected results from one asset class will not have
an unduly detrimental impact on the entire portfolio. We
regularly review the investments in the plans and we may
rebalance them from time-to-time based upon the target asset
allocation of the plans.

For the U.S. and Puerto Rico plans, we maintain an
investment policy statement that guides the investment
allocation in the plans. The investment policy statement
describes the target asset allocation positions described above.
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.

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

U.S. and
Puerto Rico

$ 24.6
25.4
25.7
26.3
27.0
133.1

Foreign

$ 32.8
34.8
33.6
35.0
34.7
175.7

with the assets of other Swiss companies with representatives of
all the companies making the investment decisions. The overall
strategy is to maximize total returns while avoiding risk. The
trustees of the assets have established target ranges of assets
held by the plans of 30 to 50 percent in debt securities, 20 to
37 percent in equity securities, 15 to 24 percent in real estate, 3
to 15 percent in cash funds and 0 to 12 percent in other funds.

The fair value of our U.S. and Puerto Rico pension plan

assets by asset category was as follows (in millions):

As of December 31, 2021

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)

$3.8

–

342.1

153.6

$ –

–

Asset Category

Total

Cash and cash
equivalents

Equity securities

Intermediate fixed

$ 3.8

342.1

income securities

153.6

Total

$499.5

$3.8

$495.7

$ –

As of December 31, 2020

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

$ 7.3

Equity securities

304.1

Intermediate fixed

income securities

162.7

–

304.1

162.7

$ –

–

Total

$474.1

$ 7.3

$466.8

$ –

The fair value of our foreign pension plan assets was as

follows (in millions):

As of December 31, 2021

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

$ 56.6

–

Equity securities

185.5

149.6

35.9

Fixed income
securities

Other types of
investments

Real estate

195.5

223.0

160.6

–

195.5

223.0

–

160.6

Total

$821.2

$206.2

$454.4

$160.6

As of December 31, 2020

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

$ 42.7

–

Equity securities

163.9

126.8

37.1

Fixed income
securities

Other types of
investments

Real estate

262.5

142.3

145.3

–

262.5

142.3

–

securities are valued using a market approach, based upon
quoted prices for the specific security or from institutional bid
evaluations. Real estate is valued by discounting to present
value the cash flows expected to be generated by the specific
properties.

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

Beginning Balance

Gain on assets sold
Change in fair value of assets
Net purchases and sales
Translation gain

Ending Balance

December 31, 2021

$145.3
0.7
7.0
11.9
(4.3)

$160.6

Contributions to the U.S. and Puerto Rico defined benefit

retirement plans are estimated to be $1.8 million in 2022.
Contributions to foreign defined benefit plans are estimated to
be $19.1 million in 2022. 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 $52.4 million, $49.6 million and $52.6 million related
to these plans for the years ended December 31, 2021, 2020
and 2019, respectively.

Income Taxes

The components of earnings (loss) before income taxes

consisted of the following (in millions):

For the Years Ended December 31,

2021

2020

2019

United States operations

$(275.7) $(592.9) $ (125.9)

Foreign operations

694.1

318.5

1,031.7

–

145.3

Total

$ 418.4

$(274.4) $ 905.8

Total

$756.7

$169.5

$441.9

$145.3

As of December 31, 2021 and 2020, 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

The provision/(benefit) for income taxes and the income

taxes paid consisted of the following (in millions):

Current:

Federal

State

Foreign

$ 32.2

$ (96.1) $ 65.5

10.4

123.4

4.6

9.8

(57.5)

237.7

166.0

(149.0)

313.0

The components of deferred taxes consisted of the

following (in millions):

Deferred:

Federal

State

Foreign

(115.8)

(21.6)

(12.3)

(24.2)

(11.5)

(90.2)

(4.2)

47.7

(444.3)

(149.7)

12.0

(538.7)

Deferred tax assets:

Provision (benefit) for income taxes

$ 16.3

$(137.0) $(225.7)

Inventory

Net income taxes paid

$ 272.8

$ 147.4

$ 192.5

A reconciliation of the U.S. statutory income tax rate to

our effective tax rate is as follows:

Net operating loss carryover

Tax credit carryover

Capital loss carryover

Product liability and litigation

Accrued liabilities

For the Years Ended December 31,

Share-based compensation

2021

2020

2019

Accounts receivable

U.S. statutory income tax rate

21.0% 21.0% 21.0%

State taxes, net of federal deduction

(3.0)

2.4

0.8

Tax impact of foreign operations, including U.S.
taxes on international income and foreign tax
credits

(17.4)

14.9

(10.2)

Change in valuation allowance

Non-deductible expenses

Goodwill impairment

Tax rate change

Tax impact of certain significant transactions

Tax benefit relating to foreign derived

intangible income and U.S. manufacturer’s
deduction

R&D tax credit

Share-based compensation

Net uncertain tax positions, including interest

and penalties

U.S. tax reform

Switzerland tax reform and certain

restructuring transactions

1.5

0.4

–

0.6

–

(4.5)

(1.2)

(0.4)

1.9

0.1

(1.0)

1.5

2.0

(2.0)

–

(46.1)

(0.4)

1.3

0.5

(2.8)

(0.6)

3.8

–

5.8

2.1

0.1

3.8

31.4

–

15.7

(34.8)

Other

0.5

(0.7)

(0.1)

Effective income tax rate

3.9% 49.9% (24.9)%

Our operations in Puerto Rico benefit from various tax
incentive grants. These grants expire between fiscal years 2026
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.
We reclassified certain prior period amounts to conform to the
current period presentation.

As of December 31,

2021

2020

$ 273.6

$ 297.2

463.8

511.2

86.6

8.6

45.8

103.9

32.6

19.8

–

55.4

55.1

9.0

53.9

86.1

30.4

19.0

57.4

19.2

1,090.1

1,138.5

(470.1)

(542.1)

620.0

596.4

$ 132.7

$ 119.2

687.5

3.8

32.2

856.2

787.6

–

28.2

935.0

Foreign currency items

Other

Total deferred tax assets

Less: Valuation allowances

Total deferred tax assets after valuation

allowances

Deferred tax liabilities:

Fixed assets

Intangible assets

Foreign currency items

Other

Total deferred tax liabilities

Total net deferred income taxes

$ (236.2) $ (338.6)

We have reclassified certain previously reported

components of deferred taxes to conform to the current year
presentation.

At December 31, 2021, the following net operating loss,

tax credit carryovers, and capital loss carryovers are available
to reduce future federal, state and foreign taxable earnings (in
millions):

Expiration Period:

1-5 years

6-10 years

11+ years

Indefinite

Net
operating
loss
carryover

Tax
credit
carryover

Capital
loss
carryover

$ 3.3

$15.1

$1.7

52.7

279.5

128.3

62.4

1.6

7.5

463.8

86.6

–

6.9

8.6

Valuation allowances

$401.6

$46.7

$8.6

The remaining valuation allowances booked against deferred
tax assets of $13.2 million related primarily to accrued
liabilities and intangible assets that management believes,
more likely than not, will not be realized.

We intend to repatriate at least $5.0 to $6.0 billion of
unremitted earnings, of which the additional tax related to
remitting earnings is deemed immaterial as a portion of these
earnings has already been taxed as toll tax or GILTI and is not
subject to further U.S. federal tax. Portions of the additional

tax would also be offset by allowable foreign tax credits. Of the
$5.0 to $6.0 billion amount, we have an estimated $4.6 billion
of cash and intercompany notes available to repatriate and the
remainder is invested in the operations of our foreign entities.
The remaining amounts earned overseas are expected to be
permanently reinvested outside of the United States. If the
Company decides at a later date to repatriate these earnings to
the U.S., the Company would be required to provide for the net
tax effects on these amounts. The Company estimates that the
total tax effect of this repatriation would not be significant
under current enacted tax laws and regulations and at current
currency exchange rates.

The following is a tabular reconciliation of the total

amounts of unrecognized tax benefits (in millions):

For the Years Ended December 31,

2021

2020

2019

Balance at January 1

$619.4

$ 741.8

$685.5

Increases related to prior periods

11.5

75.3

24.7

Decreases related to prior periods

(12.7)

(158.3)

(35.6)

Increases related to current period

7.3

3.4

133.2

Decreases related to settlements with

taxing authorities

(65.1)

(14.6)

(60.2)

Decreases related to lapse of statute of

limitations

(1.8)

(28.2)

(5.8)

Balance at December 31

$558.6

$ 619.4

$741.8

Amounts impacting effective tax rate, if
recognized balance at December 31

$426.4

$ 473.9

$599.2

We recognize accrued interest and penalties related to
unrecognized tax benefits as income tax expense. During 2021,
we accrued interest and penalties of $8.9 million, and as of
December 31, 2021, had a recognized liability for interest and
penalties of $116.4 million, which does not include any
increase related to business combinations.

During 2020, we released interest and penalties of
$1.7 million, and as of December 31, 2020, had a recognized
liability for interest and penalties of $107.5 million, which does
not include any increase related to business combinations.
During 2019, we accrued interest and penalties of
$15.0 million, and as of December 31, 2019, had a recognized
liability for interest and penalties of $109.2 million, which does
not include any increase related to business combinations.

We operate on a global basis and are subject to numerous

and complex tax laws and regulations. Additionally, tax laws
have and continue to undergo rapid changes in both
application and interpretation by various countries, including
state aid interpretations and the Organization for Economic
Cooperation and Development led initiatives. Our income tax
filings are subject to examinations by taxing authorities
throughout the world. 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. Although
ultimate timing is uncertain, 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.
Management’s best estimate of such change is within the range
of a $140 million decrease to a $20 million increase.

We are under continuous audit by the Internal Revenue
Service (“IRS”) and other taxing authorities. During the course
of these audits, we receive proposed adjustments from taxing
authorities that may be material. Therefore, there is a
possibility that an adverse outcome in these audits could have
a material effect on our results of operations and financial
condition. Our U.S. Federal income tax returns have been
audited through 2015 and are currently under audit for years
2016-2019.

In October 2020, we reached agreement with the IRS for

tax years 2006-2012 related to the reallocation of profits
between the U.S. and Puerto Rico as well as other
miscellaneous adjustments.

The IRS has proposed adjustments for tax years 2010-
2012, primarily related to reallocating profits between certain
of our U.S. and foreign subsidiaries, which remain unsettled.
We have disputed these adjustments and intend to continue to
vigorously defend our positions as we pursue resolution
through the administrative process with the IRS Independent
Office of Appeals.

The IRS has proposed adjustments for tax years 2013-
2015 relating to transfer pricing involving our cost sharing
agreement between the U.S. and Switzerland affiliated
companies and reallocating profits between certain of our U.S.
and foreign subsidiaries. This includes a proposed increase to
our U.S. Federal taxable income, which would result in
additional tax expense related to 2013 of approximately
$370 million, subject to interest and penalties related to our
cost sharing agreement. We strongly believe that the position
of the IRS, with regard to this matter, is inconsistent with the
applicable U.S. Treasury regulations governing our cost sharing
agreement. We do not expect changes to our reserves relative
to these matters within the next twelve months. We intend to
vigorously contest the adjustment, and we will pursue all
available administrative and, if necessary, judicial remedies. If
we pursue judicial remedies in the U.S. Tax Court for years
2013-2015, a number of years will likely elapse before such
matters are finally resolved. No payment of any amount related
to this matter is required to be made, if at all, until all
applicable proceedings have been completed.

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.

In other major jurisdictions, open years are generally 2014

or later.

A public referendum held in Switzerland passed the

Federal Act on Tax Reform and AHV Financing (“TRAF”),

effective January 1, 2020. The TRAF provides transitional
relief measures for companies that are losing the tax benefit of
a ruling, including a “step-up” for amortizable goodwill, equal
to the amount of future tax benefit they would have received
under their existing ruling, subject to certain limitations. This
resulted in the recording of a deferred tax asset for future
deductions of tax goodwill. For 2021, we recognized benefits
of $6.9 million related to certain adjustments to the estimated
net deferred tax asset from the filing of tax returns.

18. 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, 2021.

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,

2021

2020

2019

Weighted average shares outstanding for

basic net earnings per share

208.6

207.0

205.1

Effect of dilutive stock options and other
equity awards

1.8

–

1.6

Weighted average shares outstanding for

diluted net earnings per share

210.4

207.0

206.7

For the years ended December 31, 2021 and 2019, an

average of 1.3 million options and 0.9 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. Since we incurred

a net loss in the year ended December 31, 2020, no dilutive
stock options or other equity awards were included as diluted
shares.

19. Segment Data

We design, manufacture and market orthopedic
reconstructive products; sports medicine, biologics,
extremities and trauma products; spine, craniomaxillofacial
and thoracic products (“CMFT”); dental implants; and related
surgical products. Our chief operating decision maker
(“CODM”) allocates resources to achieve our operating profit
goals through four operating segments. These operating
segments, which also constitute our reportable segments, are
Americas Orthopedics; EMEA; Asia Pacific; and Americas
Spine and Global Dental.

As a result of changes to our organizational structure in
advance of the planned spinoff of ZimVie that were effective
April 1, 2021, we added an additional operating segment to
reflect a change in how our CODM allocates resources to
achieve our operating profit goals. The new operating
segment consists of the Americas Spine and Global
Dental businesses, which was carved out of
the previous Americas and Global Businesses operating
segment (subsequently renamed to Americas
Orthopedics). The EMEA and Asia Pacific operating
segments still include the spine product category results in
those regions and therefore did not change.

Additionally, starting April 1, 2021 the financial

information provided to the CODM from the Americas
Orthopedics excluded certain costs related to operations,
distribution, quality assurance and regulatory assurance that
had previously been reported within this segment. This group
of functions and related costs do not meet the criteria to be a
separate operating segment and are now reported within
Corporate functions.

We have reclassified previously reported information

related to the change in operating segments and Corporate
functions, along with other insignificant changes, to conform
to the new presentation.

Our CODM evaluates performance based upon segment operating profit exclusive of operating expenses pertaining to certain

inventory and manufacturing-related charges, intangible asset amortization, goodwill and intangible asset impairment, restructuring
and other cost reduction initiatives, quality remediation, acquisition, integration, divestiture and related, litigation, litigation
settlement gain, certain European Union Medical Device Regulation expenses, other charges and corporate functions. Corporate
functions include corporate legal, finance, information technology, human resources and other corporate departments as well as
stock-based compensation. Intercompany transactions have been eliminated from segment operating profit.

Our Americas Orthopedics operating segment is comprised principally of the U.S. and includes other North, Central and South

American markets for our orthopedic product categories. This segment also includes research, development engineering, medical
education, and brand management for our orthopedic product category headquarter locations. Our EMEA operating segment is
comprised principally of Europe and includes the Middle East and African markets for all product categories except Dental. Our
Asia Pacific operating segment is comprised principally of Japan, China and Australia and includes other Asian and Pacific markets
for all product categories except Dental. The EMEA and Asia Pacific operating segments include the commercial operations as well
as regional headquarter expenses to operate in those markets. The Americas Spine and Global Dental segment is comprised
principally of the U.S. and includes other North, Central and South American markets for our spine business, and all geographic
markets for our dental business. This segment also includes research, development engineering, medical education and brand
management at the product category headquarter locations as well as other directly attributable distribution and operations
expenses.

Since the Americas Orthopedics segment includes additional costs related to centralized orthopedic product category

headquarter expenses, profitability metrics in this operating segment are not comparable to the EMEA and Asia Pacific operating
segments. Similarly, since the Americas Spine and Global Dental segment also includes research, development engineering, medical
education, and brand management at the product category headquarter locations as well as other directly attributable distribution
and operations expenses, its profitability metrics are not comparable to the other operating segments.

Our CODM does not review asset information by operating segment. Instead, our CODM reviews cash flow and other financial

ratios by operating segment.

Net sales and other information by segment is as follows (in millions):

Net Sales

Operating Profit (Loss)

Depreciation and Amortization

Year Ended December 31,

2021

2020

2019

2021

2020

2019

2021

2020

2019

Americas Orthopedics

$4,102.1

$3,699.5

$4,148.8

$1,709.3

$1,528.2

$1,831.8

$ 143.1

$ 135.6

$ 126.6

EMEA

Asia Pacific

1,533.8

1,288.6

1,623.1

1,318.3

1,256.9

1,323.8

Americas Spine and Global Dental

882.0

779.5

886.5

392.7

429.4

136.0

308.9

420.5

105.6

484.0

472.7

150.9

74.4

74.6

26.0

77.5

71.3

32.7

77.0

65.3

35.6

$7,836.2

$7,024.5

$7,982.2

(632.2)

(754.1)

(750.9)

133.6

118.0

117.3

(41.8)

(54.2)

(53.9)

–

(615.7)

(597.6)

(584.3)

615.7

597.6

584.3

Total

Corporate Functions

Inventory and manufacturing-related charges

Intangible asset amortization

Goodwill and intangible asset impairment

Restructuring and other cost reduction

initiatives

Quality remediation

Acquisition, integration, divestiture and

Litigation

Litigation settlement gain

European Union Medical Device Regulation

Certain R&D agreements

Other charges

Total

We conduct business in the following countries that hold

10 percent or more of our total consolidated Property, plant
and equipment, net (in millions):

United States

Other countries

As of December 31,

2021

2020

$1,212.6

$1,252.6

803.9

795.1

Property, plant and equipment, net

$2,016.5

$2,047.7

U.S. sales were $4,529.5 million, $4,123.5 million, and
$4,592.1 million for the years ended December 31, 2021, 2020
and 2019, 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.

20. Leases

We own most of our manufacturing facilities, but lease

various office space, vehicles and other less significant assets

(16.3)

(645.0)

(70.1)

(130.5)

(116.9)

(53.2)

(49.8)

(81.8)

(23.8)

(192.9)

(159.8)

(50.0)

(87.6)

(12.2)

(65.0)

23.5

–

(46.5)

(65.0)

(11.4)

–

(25.3)

(30.9)

–

(24.5)

(120.5)

–

$ 780.1

$ (87.8) $1,137.5

$1,067.4

$1,032.7

$1,006.1

throughout the world. Our contracts contain a lease if they
convey a right to control the use of an identified asset, either
explicitly or implicitly, in exchange for consideration. As
allowed by GAAP, we have elected not to recognize a
right-of-use asset nor a lease liability for leases with an initial
term of twelve months or less. Additionally, we have elected
not to separate non-lease components from the leased
components in the valuation of our right-of-use asset and lease
liability for all asset classes. Our lease contracts are a
necessary part of our business, but we do not believe they are
significant to our overall operations. We do not have any
significant finance leases. Additionally, we do not have
significant leases: where we are considered a lessor; where we
sublease our assets; with an initial term of twelve months or
less; with related parties; with residual value guarantees; that
impose restrictions or covenants on us; or that have not yet
commenced, but create significant rights and obligations
against us.

Our real estate leases generally have terms of between 5
to 10 years and contain lease extension options that can vary
from month-to-month extensions to up to 5 year extensions.
We include extension options in our lease term if we are

reasonably certain to exercise that option. In determining
whether an extension is reasonably certain, we consider the
uniqueness of the property for our needs, the availability of
similar properties, whether the extension period payments
remain the same or may change due to market rates or fixed
price increases in the contract, and other economic factors.
Our vehicle leases generally have terms of between 3 to 5 years
and contain lease extension options on a month-to-month
basis. Our vehicle leases are generally not reasonably certain to
be extended.

Under GAAP, we are required to discount our lease
liabilities to present value using the rate implicit in the lease,
or our incremental borrowing rate for a similar term as the
lease term if the implicit rate is not readily available. We
generally do not have adequate information to know the
implicit rate in a lease and therefore use our incremental
borrowing rate. Under GAAP, the incremental borrowing rate
must be on a collateralized basis, but our debt arrangements
are unsecured. We have determined our incremental
borrowing rate by using our credit rating to estimate our
unsecured borrowing rate and applying reasonable
assumptions to reduce the unsecured rate for a risk
adjustment effect from collateral.

Information on our leases is as follows ($ in millions):

Lease cost

For the Years Ended December 31,

2021

2020

2019

$85.8

$83.7

$76.0

Cash paid for leases recognized in operating

cash flows

$86.3

$81.4

$73.6

Right-of-use assets obtained in exchange for

new lease liabilities

$96.4

$83.5

$55.0

As of December 31,

2021

2020

Right-of-use assets recognized in Other

assets

Lease liabilities recognized in Other current

liabilities

Lease liabilities recognized in Other long-

term liabilities

271.2

69.3

220.2

274.5

75.0

217.8

Weighted-average remaining lease term

5.9 years

5.8 years

Weighted-average discount rate

2.0%

2.3%

Our variable lease costs are not significant.

Our future minimum lease payments as of December 31,

2021 were (in millions):

For the Years Ending December 31,

2022

2023

2024

2025

2026

Thereafter

Total

$ 73.8

59.5

47.7

35.4

28.7

62.4

307.5

For the Years Ending December 31,

Less imputed interest

Total

21. Commitments and Contingencies

18.0

$289.5

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 on an undiscounted basis when
it is probable that a loss has been incurred and the amount of
the loss can be reasonably estimated. If the reasonable
estimate of a known or probable loss is a range, and no amount
within the range is a better estimate than any other, the
minimum amount of the range is accrued. For matters where a
loss is believed to be reasonably possible, but not probable, or
if no reasonable estimate of known or probable loss is available,
no accrual has been made.

When determining the estimated loss or range of loss,
significant judgment is required. Estimates of probable losses
resulting from litigation and other contingences are inherently
difficult to predict, particularly when the matters are in early
procedural stages with incomplete facts or legal discovery,
involve unsubstantiated or indeterminate claims for damages,
and/or potentially involve penalties, fines or punitive damages.
We recognize litigation-related charges and gains in Selling,
general and administrative expense on our consolidated
statement of earnings. During the years ended December 31,
2021, 2020, and 2019, we recognized $204.3 million,
$166.9 million, and $52.7 million, respectively, of net litigation-
related charges. At December 31, 2021 and 2020, accrued
litigation liabilities were $420.5 million and $319.4 million,
respectively. These litigation-related charges and accrued
liabilities reflect all of our litigation-related contingencies and
not just the matters discussed below. The ultimate cost of
litigation could be materially different than the amount of the
current estimates and accruals and could have a material
adverse impact on our financial condition and results of
operations.

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 the majority 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). Litigation activity in
the MDL is stayed pending finalization of the U.S. Durom Cup
Settlement Program, an extrajudicial program created to
resolve actions and claims of eligible U.S. plaintiffs and
claimants. Other lawsuits are pending in various domestic and

foreign jurisdictions, and additional claims may be asserted in
the future. The majority of claims outside the U.S. are pending
in Germany, Netherlands and Italy.

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. Although we are vigorously defending these lawsuits,
their ultimate resolution is uncertain. We accrued a litigation-
related charge in this matter based on an estimate of the
possible loss, as discussed above.

Zimmer M/L Taper, M/L Taper with Kinectiv
Technology, and Versys Femoral Head-related claims
(“Metal Reaction” claims): We are a defendant in a number of
product liability lawsuits relating to our M/L Taper and M/L
Taper with Kinectiv Technology hip stems, and Versys Femoral
Head implants. The plaintiffs seek damages for personal injury,
alleging that defects in the products lead to corrosion at the
head/stem junction resulting in, among other things, pain,
inflammation and revision surgery.

The majority of the cases are consolidated in an MDL that

was created on October 3, 2018 in the U.S. District Court for
the Southern District of New York (In Re: Zimmer M/L Taper
Hip Prosthesis or M/L Taper Hip Prosthesis with Kinectiv
Technology and Versys Femoral Head Products Liability
Litigation). Other related cases are pending in various state
and federal courts. Additional lawsuits are likely to be
filed. Although we are vigorously defending these lawsuits,
their ultimate resolution is uncertain. We accrued a litigation-
related charge in this matter based on an estimate of the
possible loss, as discussed above.

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, most of which involve the
M2a-Magnum hip system. Cases are currently consolidated in
an MDL in the U.S. District Court for the Northern District of
Indiana (In Re: Biomet M2a Magnum Hip Implant Product
Liability Litigation) and in various state, federal and foreign
courts, with the majority of domestic state court cases pending
in Indiana and Florida.

On February 3, 2014, Biomet announced the settlement of

the MDL. Lawsuits filed in the MDL by April 15, 2014 were
eligible to participate in the settlement. Those claims that did
not settle via the MDL settlement program have
re-commenced litigation in the MDL under a new case
management plan, or have been or are in the process of being
remanded to their originating jurisdictions. 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. Trials have commenced, and other trials are currently
scheduled to occur in the future. Although each trial will be
tried on its particular facts, a verdict and subsequent final
judgment for the plaintiff in one or more of these cases could
have a substantial impact on our potential liability. We
continue to refine our estimates of the potential liability to
resolve the remaining claims and lawsuits. Although we are
vigorously defending these lawsuits, their ultimate resolution is
uncertain. We accrued a litigation-related charge in this matter
based on an estimate of the possible loss, as discussed above.

Heraeus trade secret misappropriation lawsuits: In

December 2008, Heraeus Kulzer GmbH (together with its
affiliates, “Heraeus”) initiated legal proceedings in Germany
against Biomet, Inc., Biomet Europe BV (now Zimmer Biomet
Nederland BV), certain other entities and certain employees
alleging that the defendants 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 then-
current line of European Cements and to compensate Heraeus
for any damages incurred.

Germany: On June 5, 2014, the German appeals court in

Frankfurt (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 (the
“Frankfurt Decision”). The Heraeus and Biomet parties both
sought appeal against the Frankfurt Decision. In a decision
dated June 16, 2016, the German Supreme Court dismissed the
parties’ appeals without reaching the merits, rendering that
decision final.

In December 2016, Heraeus filed papers to restart
proceedings against Biomet Orthopaedics Switzerland GmbH
(now Zimmer GmbH), seeking to require that entity to
relinquish its CE certificates for the European Cements. In an
order issued in September 2021, the District Court Darmstadt
in charge of this matter decided that a technical expert is to be
appointed to assess Heraeus’ alleged trade secrets and the
alleged misuse. In January 2017, Heraeus notified Biomet it
had filed a claim for damages in the amount of €121.9 million
for sales in Germany, which it first increased to €125.9 million
and with a filing in June 2019 further increased to
€146.7 million plus statutory interest. In a court filing, Heraeus
indicated that it might further increase its claims in the course
of the proceedings. In June 2021, Heraeus extended its
damage claims to include Merck KGaA as a defendant, arguing
that Merck KGaA and the involved Zimmer Biomet entities are
jointly and severally liable for Heraeus’ alleged damages. In
October 2021, Merck KGaA requested that the claims against it
be separated from the ongoing proceedings between Heraeus
and Zimmer Biomet. As of December 31, 2021, these two
proceedings remained pending in front of the Darmstadt court.
In September 2017, Heraeus filed an enforcement action in the
Darmstadt court against Biomet Europe (now Zimmer Biomet

Nederland B.V.), requesting that a fine be imposed against
Biomet Europe for failure to disclose the amount of the
European Cements which Biomet Orthopaedics Switzerland
had ordered to be manufactured in Germany (e.g., for the
Chinese market). In June 2018, the Darmstadt court dismissed
Heraeus’ request. Heraeus appealed the decision. Also in
September 2017, Heraeus filed suit against Zimmer Biomet
Deutschland in the court of first instance in Freiburg
concerning the sale of the European Cements with certain
changed raw materials. Heraeus sought an injunction on the
basis that the continued use of the product names for the
European Cements was misleading for customers and thus an
act of unfair competition. On June 29, 2018, the court in
Freiburg, Germany dismissed Heraeus’ request for an
injunction prohibiting the marketing of the European Cements
under their current names on the grounds that the same
request had already been decided upon by the Frankfurt
Decision which became final and binding. Heraeus appealed
this decision to the Court of Appeals in Karlsruhe, Germany.
The appeals hearing occurred in December 2019 and on
June 19, 2020, the court dismissed the appeal on different
grounds, namely that the appeals court did not find any unfair
competition in the continued use of the product names.
Although the appeals court did not grant leave to appeal,
Heraeus had initially filed a request for appeal with the
German Supreme Court, but it withdrew that request in
November 2020.

United States: On September 8, 2014, Heraeus filed a

complaint against a Biomet supplier, Esschem, Inc.
(“Esschem”), in the U.S. District Court for the Eastern District
of Pennsylvania. The lawsuit contains allegations that focus on
two copolymer compounds that Esschem sold to Biomet,
which Biomet incorporated into certain bone cement products
that competed 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 Uniform Trade Secrets Act, as well as other
various common law tort claims, all based upon the same trade
secret misappropriation theory. Heraeus sought to enjoin
Esschem from supplying the copolymers (which are no longer
supplied to Biomet) to any third party and actual damages for
global sales of cements including Esschem copolymers. The
complaint also seeks punitive damages, costs and attorneys’
fees. Although Biomet was not a party to this lawsuit, Biomet
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 June 30, 2016, the court entered an order denying
Heraeus’ request to give preclusive effect to the factual
findings in the Frankfurt Decision. On June 6, 2017, the court
entered an order denying Heraeus’ motion to add Biomet as a
party to the lawsuit. On January 26, 2018, the court entered an
order granting Esschem’s motion for summary judgment on
statute of limitations grounds and dismissed all of Heraeus’
claims with prejudice. On February 21, 2018, Heraeus filed a
notice of appeal to the U.S. Court of Appeals for the Third
Circuit, which heard oral argument on the appeal on

October 23, 2018. On June 21, 2019, the Third Circuit partially
reversed the decision of the U.S. District Court for the Eastern
District of Pennsylvania granting Esschem summary judgment
and remanded the case back to the lower court. On July 5,
2019, Esschem filed a petition in the Third Circuit for
rehearing en banc and a motion in the alternative to certify a
question of state law to the Supreme Court of Pennsylvania,
which was denied on August 1, 2019. On January 8, 2021, the
court entered a scheduling order for the completion of fact and
expert discovery and filing of dispositive motions but did not
set a trial date. The court also reappointed a discovery special
master to adjudicate the various discovery disputes.

On December 7, 2017, Heraeus filed a complaint against

Zimmer Biomet Holdings, Inc. and Biomet, Inc. in the U.S.
District Court for the Eastern District of Pennsylvania alleging
a single claim of trade secret misappropriation under the
Pennsylvania Uniform Trade Secrets Act based on the same
factual allegations as the Esschem litigation (focused on the
prior formulation (-1) bone cements). On March 5, 2018,
Heraeus filed an amended complaint adding a second claim of
trade secret misappropriation under Pennsylvania common
law. Heraeus seeks to enjoin the Zimmer Biomet parties from
future manufacturing, selling and offering to sell bone cements
in the U.S. and Europe, and actual damages for global sales of
bone cements. The amended complaint also seeks punitive
damages, costs and attorneys’ fees. On April 18, 2018, the
Zimmer Biomet parties filed a motion to dismiss both claims,
which remains pending as of December 31, 2021. On March 8,
2019, the court stayed the case pending the Third Circuit’s
decision in the Esschem case described above. On May 2, 2020,
the court granted the Zimmer Biomet parties’ motion to
further stay the proceedings pending the outcome of a U.S.
International Trade Commission (“ITC”) complaint filed by
Heraeus. The related ITC investigation is complete, and the
Heraeus complaint concluded with a January 12, 2021 Final
Determination in our favor, and which Heraeus did not appeal.
In June 2021, Heraeus filed a motion to lift the stay of
proceedings and attached a draft motion for preliminary
injunction enjoining Zimmer Biomet from continuing to
manufacture and sell its current (-3) bone cements,
worldwide. Zimmer Biomet notified the court that it intends to
revise its pending motion to dismiss. As of December 31, 2021,
the court has not dissolved the stay.

Other European Countries: Heraeus continues to pursue

other related legal proceedings in Europe seeking various
forms of relief, including injunctive relief and damages, against
various Biomet-related and local Zimmer Biomet entities
relating to the European Cements, including those described
herein. On October 2, 2018, the Belgian Court of Appeal of
Mons issued a judgment in favor of Heraeus relating to its
request for past damages caused by the alleged
misappropriation of its trade secrets, and an injunction
preventing future sales of certain European Cements in
Belgium (the “Belgian Decision”). We appealed this judgment
to the Belgian Supreme Court. The Belgian Supreme Court
dismissed our appeal in October 2019 and this decision is final.
Proceedings to assess the amount of damages potentially owed
to Heraeus under the Belgian Decision remained pending as of

December 31, 2021. Heraeus filed a suit in Belgium concerning
the continued sale of the European Cements with certain
changed materials. Like its former suit in Germany, Heraeus
seeks an injunction on the basis that the continued use of the
product names for the European Cements is misleading for
customers and thus an act of unfair competition. On May 7, 2019,
the Liège Commercial Court issued a judgment that Zimmer
Biomet failed to inform its hospital and surgeon customers of the
changes made to the composition of the cement with certain
changed materials and ordered, as a sole remedy, that Zimmer
Biomet send letters to those customers, which we have done. An
appeals hearing took place on January 13, 2021. On February 10,
2021, the court of appeals dismissed the appeals of Heraeus and
Zimmer Biomet, which ended the unfair competition proceedings
regarding the continued use of the product names. In November
2020, Heraeus also initiated proceedings in Belgium seeking an
injunction and damages related to the distribution of the
European Cements in the revised formulation. Heraeus claims
that the revised formulation still misappropriates its alleged trade
secrets.

On February 13, 2019, a Norwegian court of first instance

issued a judgment in favor of Heraeus on its claim for
misappropriation of trade secrets. The court awarded damages
of 19,500,000 NOK, or approximately $2.3 million, plus
attorneys’ fees, and issued an injunction, which was never
enforced, preventing Zimmer Biomet Norway from marketing in
Norway bone cements identified with the current product
names and bone cements making use of the trade secrets which
were acknowledged in the Frankfurt Decision. We appealed the
Norwegian judgment to the court of second instance and an
appeals trial was held in March 2021. On April 30, 2021, the
appeals court in Norway found in favor of Zimmer Biomet and
reversed the decision of the court of first instance. The appeals
court ruled that Heraeus did not substantiate that the alleged
trade secrets were useful and thus did not qualify as trade
secrets, and additionally determined that the alleged trade
secrets were not actually used or misappropriated. Heraeus
sought leave to appeal to the Norwegian supreme court, which
the court denied on July 13, 2021. The decision of the appeals
court in favor of Zimmer Biomet is now final.

On October 29, 2019, an Italian court of first instance

issued a judgment in favor of Heraeus on its claim of
misappropriation of trade secrets, but did not yet order an
award of damages. We filed a timely appeal of the decision and
the appellate hearing took place on May 27, 2021. On July 19,
2021, the court of appeals reopened the case and ordered the
appointment of a technical expert, who was subsequently
appointed, to ascertain whether the trade secrets enforced by
Heraeus are secret according to the law and have been
protected by adequate protective measures. In March 2021,
Heraeus initiated damages proceedings, claiming damages of
€13.84 million, or approximately $16.6 million. We requested a
dismissal of the case, or, in the alternative, a stay of the
proceedings pending the outcome of the proceedings in France
(see below) in which Heraeus seeks global damages (except for
Germany only). As of December 31, 2021, Heraeus had not
initiated damages proceedings but could do so in the future
based on the non-final first instance decision.

On January 23, 2020, a Finnish Market Court issued a

judgment partly in favor of Heraeus on its claim of
misappropriation of certain trade secrets. Damage claims were
not raised in the proceedings. We appealed the decision to the
Finnish Supreme Court. On July 3, 2020, the Finnish Supreme
Court declined to review the case, rendering the Market Court
decision final. As of December 31, 2021, Heraeus had not yet
initiated damages proceedings against us but indicated it
intended to do so.

Heraeus is pursuing damages and injunctive relief in

France in an effort to prevent us from manufacturing,
marketing and selling the European Cements (the “France
Litigation”). The European Cements are manufactured at our
facility in Valence, France. On December 11, 2018, a hearing
was held in the France Litigation before the commercial court
in Romans-sur-Isère. On May 23, 2019, the commercial court
ruled in our favor. On July 12, 2019, Heraeus filed an appeal to
the court of second instance in Grenoble, France.

Based on various developments in these lawsuits in both

the United States and Europe in the fourth quarter of 2021, the
parties’ interests in exploring a negotiated resolution, and to
avoid the continuing risks associated with potential negative
outcomes, the projected legal spend and management
distraction associated with continuing litigation, we
determined that it was in the best interest of our company and
our stockholders to settle all litigation with Heraeus globally.
On January 20, 2022, Zimmer Biomet and Heraeus entered into
a confidential memorandum of understanding to fully resolve
all global disputes between and among them relating to both
Heraeus’ alleged technical trade secrets misappropriation
relating to bone cement and Zimmer Biomet’s alleged business
trade secrets misappropriation relating to bone cement.
Among other terms and conditions, the confidential
memorandum of understanding includes the dismissal of all
lawsuits by both parties, mutual general releases benefitting
both parties, and mutual covenants not to sue, as well as no
admission of wrongdoing by either party and no admission
concerning the validity or existence of either parties’ alleged
trade secrets. Zimmer Biomet and Heraeus are in the process
of formalizing a definitive settlement agreement, which will
reflect the material terms in the confidential memorandum of
understanding. Our accrued litigation expense was adjusted in
2021 to reflect the portion of the confidential memorandum of
understanding in excess of existing accruals, and our
settlement payment to Heraeus will be made in agreed
installments over an approximately three-year period
beginning upon the execution of the settlement agreement.

Shareholder Derivative Actions: On June 14, 2019 and

July 29, 2019, two shareholder derivative actions, Green v.
Begley et al. and Detectives Endowment Association
Annuity Fund v. Begley et al., were filed in the Court of
Chancery in the State of Delaware. On October 2, 2019 and
October 11, 2019, two additional shareholder derivative
actions, Karp v. Begley et al. and DiGaudio v. Begley et al.,
were filed in the U.S. District Court for the District of
Delaware. The plaintiff in each action seeks to maintain the
action purportedly on our behalf against certain of our current
and former directors and officers (the “individual defendants”)

and certain former stockholders of ours who sold shares of our
common stock in various secondary public offerings in 2016
(the “private equity fund defendants”). The plaintiff in each
action alleges, among other things, breaches of fiduciary duties
against the individual defendants and insider trading against
two individual defendants and the private equity fund
defendants based on factual allegations that the defendants
violated federal securities laws by making materially false and/
or misleading statements and/or omissions about our
compliance with U.S. Food and Drug Administration (“FDA”)
regulations and our ability to continue to accelerate our
organic revenue growth rate in the second half of 2016. On
June 4, 2020, the plaintiffs in the Chancery Court actions filed
a consolidated amended complaint adding three new counts
and expanding the scope of the alleged materially false
statements. On September 14, 2020, the defendants filed
motions to dismiss the Chancery Court actions. Oral argument
occurred on June 15, 2021. On August 15, 2021, the Chancery
Court granted the defendants’ motion to dismiss and dismissed
the Chancery Court actions with prejudice. On September 22,
2021, the plaintiffs in the Chancery Court actions filed a Notice
of Appeal to the Delaware Supreme Court. On September 14,
2020, the plaintiffs in the U.S. District Court actions filed a
consolidated amended complaint adding certain details to their
allegations. On October 9, 2020, the U.S. District Court granted
the parties’ joint motion to stay the U.S. District Court actions
pending resolution of the Chancery Court actions. The
plaintiffs in the Chancery Court and the U.S. District Court
actions do not seek damages from us, but instead request
damages on our behalf from the defendants of an unspecified
amount, as well as attorneys’ fees, costs and other relief. We
have not recorded an expense related to damages in
connection with these matters because any potential loss is not
currently probable or reasonably estimable, and we are unable
to reasonably estimate the range of loss, if any, that may result
from these matters.

Regulatory Matters, Government Investigations and Other Matters

U.S. International Trade Commission Investigation:

On March 5, 2019, Heraeus filed a complaint with the ITC
against us and certain of our subsidiaries. The complaint
alleges that Biomet misappropriated Heraeus’ trade secrets in
the formulation and manufacture of two bone cement products
now sold by Zimmer Biomet, both of which are imported from
our Valence, France facility. Heraeus requested that the ITC
institute an investigation and, after the investigation, issue a
limited exclusion order and cease and desist orders. On
April 5, 2019, the ITC ordered an investigation be instituted
into whether we have committed an “unfair act” in the
importation, sale for importation, or sale after importation of
certain bone cement products, the threat or effect of which is
to destroy or substantially injure an industry in the United
States, in violation of Section 337 of the Tariff Act of 1930, as
amended (“Section 337”). An evidentiary hearing in front of an
administrative law judge at the ITC was held in January 2020
and an Initial Determination was issued on May 6, 2020. In the
Initial Determination, the administrative law judge held that
we did not violate Section 337, and thus we are not restricted
from continuing to manufacture and sell the two challenged

bone cement products in the United States. On July 13, 2020,
the ITC issued notice of intent to review the Initial
Determination and on January 12, 2021 it issued a Final
Determination which affirmed the Initial Determination with
modifications and terminated the investigation with a finding
of no violation of Section 337. Heraeus did not appeal the Final
Determination.

FDA warning letter: In August 2018, we received a

warning letter from the FDA related to observed
non-conformities with current good manufacturing practice
requirements of the Quality System Regulation (21 CFR Part
820) (“QSR”) at our legacy Biomet manufacturing facility in
Warsaw, Indiana (this facility is sometimes referred to in this
report as the “Warsaw North Campus”). 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 Warsaw. As of
December 31, 2021, the Warsaw warning letter remained
pending. Until the violations cited in the pending warning
letter are corrected, we may be subject to additional regulatory
action by the FDA, as described more fully below. Additionally,
requests for Certificates to Foreign Governments may not be
granted and premarket approval applications for Class III
devices to which the QSR deviations are reasonably related will
not be approved until the violations have been corrected. In
addition to responding to the warning letter described above,
we are in the process of addressing various FDA Form 483
inspectional observations at certain of our manufacturing
facilities, including observations issued by the FDA following
an inspection of the Warsaw North Campus in January 2020,
which inspection the FDA has classified as Voluntary Action
Indicated (“VAI”). The ultimate outcome of these matters is
presently uncertain. Among other available regulatory actions,
the FDA may impose operating restrictions, including a ceasing
of operations, at one or more facilities, enjoining and
restraining certain violations of applicable law pertaining to
products, seizure of products and assessing civil or criminal
penalties against our officers, employees or us. The FDA could
also issue a corporate warning letter or a recidivist warning
letter or negotiate the entry of a consent decree of permanent
injunction with us. The FDA may also recommend prosecution
by the U.S. Department of Justice. Any adverse regulatory
action, depending on its magnitude, may restrict us from
effectively manufacturing, marketing and selling our products
and could have a material adverse effect on our business,
financial condition and results of operations.

Other Contingencies

Contractual obligations: We have entered into

development, distribution and other contractual arrangements
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, maintenance
of exclusive rights to distribute a product. Since there is
uncertainty on the timing or whether such payments will have
to be made, they have not been recognized on our consolidated
balance sheets. These estimated payments could range from $0
to approximately $365 million.

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 Rules 13a-15(e) and 15d-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 our disclosure controls and procedures as of
the end of the period covered by this report. Based on that
evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that as of December 31, 2021, the end of the
period covered by this report, our disclosure controls and
procedures were effective at a reasonable assurance level.

Management’s Annual 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) and 15d-15(f)
promulgated under the Exchange Act, as a process designed
by, or under the supervision of, the Company’s principal
executive and principal financial officers, or persons
performing similar functions, 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 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 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, 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’s management assessed the effectiveness of

the Company’s internal control over financial reporting as of
December 31, 2021. 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 their assessment, management has concluded

that, as of December 31, 2021, the Company’s internal control
over financial reporting is effective based on those criteria.

The Company’s independent registered public accounting

firm, PricewaterhouseCoopers LLP, has audited the
effectiveness of the Company’s internal control over financial
reporting as of December 31, 2021, as stated in its report
which appears in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over
financial reporting that occurred during the quarter ended
December 31, 2021 that have materially affected, or are
reasonably likely to materially affect, our internal control over
financial reporting.

During the quarter ended December 31, 2021, we
continued to transition certain functions into our new Global
Business Services (“GBS”) organization. This is part of a
multiyear plan to support our growth while simplifying and
centralizing key global processes to harmonize and gain
efficiencies in our processes and internal controls. Although
the underlying internal controls did not significantly change
with this move, the responsibility to perform these internal
controls has transferred to the new GBS centers as well as
certain outsourced providers.

Item 9B. Other Information

During the fourth quarter of 2021, 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. This
disclosure is made pursuant to Section 10A(i)(2) of the Exchange Act.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

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 13, 2022 (the “2022 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
https://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 2022 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 2022 Proxy Statement.

Item 13. Certain Relationships and Related Transactions and Director Independence

Information required by this item is incorporated by reference from our 2022 Proxy Statement.

Item 14. Principal Accountant Fees and Services

Information required by this item is incorporated by reference from our 2022 Proxy Statement.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) 1.

Financial Statements

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, 2021, 2020 and 2019

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2021, 2020 and 2019

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2021, 2020 and 2019

Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019

Notes to Consolidated Financial Statements

Financial Statement Schedule

Schedule II. Valuation and Qualifying Accounts (in millions):

Description

Allowance for Doubtful Accounts:

Year Ended December 31, 2019

Year Ended December 31, 2020

Year Ended December 31, 2021

Deferred Tax Asset Valuation Allowances:

Year Ended December 31, 2019

Year Ended December 31, 2020

Year Ended December 31, 2021

Balance at
Beginning
of Period

Additions
Charged
(Credited)
to Expense

Deductions /
Other Additions
to Reserve

Effects of
Foreign
Currency

Balance at
End of
Period

$ 65.7

$ 5.5

$ (5.3)

$(0.9) $ 65.0

65.0

75.8

21.8

15.1

(12.7)(1)

1.7

(14.2)

(2.1)

75.8

74.6

$390.9

$(6.6)

$165.7(2)

$(3.9) $546.1

546.1

542.1

(3.8)

(4.4)

(3.2)(2)

3.0

542.1

(64.0)(2)

(3.6)

470.1

(1)

Includes the $3.1 cumulative-effect adjustment related to the adoption of ASU 2016-13, Financial Instruments –
Credit Losses (Topic 326).

(2) Primarily relate to amounts generated by tax rate changes or current year activity which have offsetting changes to
the associated attribute and therefore there is no resulting impact on tax expense in the consolidated financial
statements.

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

INDEX TO EXHIBITS

Exhibit No

Description

Restated Certificate of Incorporation of Zimmer Biomet Holdings, Inc., dated May 17, 2021 (incorporated by
reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed May 20, 2021)

Restated Bylaws of Zimmer Biomet Holdings, Inc., effective May 17, 2021 (incorporated by reference to
Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed May 20, 2021)

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly
Report on Form 10-Q filed August 5, 2019)

Indenture dated as of November 17, 2009 between Zimmer Holdings, Inc. (now known as Zimmer Biomet
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 December 13, 2016)

First Supplemental Indenture 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 4.2 to the
Registrant’s Current Report on Form 8-K filed November 17, 2009)

Form of 5.750% Note due 2039 (incorporated by reference to Exhibit 4.4 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)

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 3.150% Notes due 2022 (incorporated by reference to Exhibit 4.7 above)

Form of 3.550% Notes due 2025 (incorporated by reference to Exhibit 4.7 above)

Form of 4.250% Notes due 2035 (incorporated by reference to Exhibit 4.7 above)

Form of 4.450% Notes due 2045 (incorporated by reference to Exhibit 4.7 above)

Fourth Supplemental Indenture, dated as of December 13, 2016, between Zimmer Biomet 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 December 13, 2016)

Form of 1.414% Notes due 2022 (incorporated by reference to Exhibit 4.12 above)

Form of 2.425% Notes due 2026 (incorporated by reference to Exhibit 4.12 above)

Agency Agreement, dated as of December 13, 2016, by and among Zimmer Biomet Holdings, Inc., as issuer,
Elavon Financial Services DAC, UK Branch, as paying agent, Elavon Financial Services DAC, as registrar and
transfer agent, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to
Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed December 13, 2016)

3.1

3.2

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

Exhibit No

Description

4.16

4.17

4.18

4.19

4.20

4.21

4.22

4.23

4.24

4.25

4.26

4.27

10.1*

10.2*

10.3*

10.4*

10.5*

10.6*

10.7*

Amendment No. 1, dated as of January 4, 2017, to the Agency Agreement dated as of December 13, 2016, by
and among Zimmer Biomet Holdings, Inc., as issuer, Elavon Financial Services DAC, UK Branch, as paying
agent, Elavon Financial Services DAC, as original registrar and original transfer agent, U.S. Bank National
Association, as successor registrar and successor transfer agent, and Wells Fargo Bank, National
Association, as Trustee (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement
on Form 8-A filed January 4, 2017)

Fifth Supplemental Indenture, dated as of March 19, 2018, between Zimmer Biomet 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 March 19, 2018)

Form of 3.700% Notes due 2023 (incorporated by reference to Exhibit 4.17 above)

Sixth Supplemental Indenture, dated as of November 15, 2019, between Zimmer Biomet 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 15, 2019)

Form of 1.164% Notes due 2027 (incorporated by reference to Exhibit 4.19 above)

Agency Agreement, dated as of November 15, 2019, by and between Zimmer Biomet Holdings, Inc., as
issuer, Elavon Financial Services DAC, UK Branch, as paying agent, U.S. Bank National Association, as
transfer agent and registrar, and Wells Fargo Bank, National Association, as trustee (incorporated by
reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on November 15, 2019)

Seventh Supplemental Indenture, dated as of March 20, 2020, between Zimmer Biomet 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 March 20, 2020)

Form of 3.050% Notes due 2026 (incorporated by reference to Exhibit 4.22 above)

Form of 3.550% Notes due 2030 (incorporated by reference to Exhibit 4.22 above)

Eighth Supplemental Indenture, dated as of November 24, 2021, between Zimmer Biomet Holdings, Inc. and
Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the
Registrant’s Current Report on Form 8-K filed November 24, 2021)

Form of 1.450% Notes due 2024 (incorporated by reference to Exhibit 4.25 above)

Form of 2.600% Notes due 2031 (incorporated by reference to Exhibit 4.25 above)

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)

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)

Amendment to Zimmer Biomet Holdings, Inc. Executive Performance Incentive Plan, Effective May 7, 2020
(incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed May 11,
2020)

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)

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)

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 27, 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)

Exhibit No

Description

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*

Offer Letter, dated as of December 18, 2017, by and between Zimmer Biomet Holdings, Inc. and Bryan C.
Hanson (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed
December 21, 2017)

Change in Control Severance Agreement with Bryan C. Hanson (incorporated by reference to Exhibit 10.2
to the Registrant’s Current Report on Form 8-K filed December 21, 2017)

Chief Executive Officer Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation
Agreement with Bryan C. Hanson (incorporated by reference to Exhibit 10.3 to the Registrant’s Current
Report on Form 8-K filed December 21, 2017)

Offer Letter by and between Zimmer Biomet Holdings, Inc. and Ivan Tornos dated as of October 11, 2018
(incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed
February 26, 2019)

Form of Change in Control Severance Agreement with Ivan Tornos, Suketu Upadhyay, Rachel Ellingson and
Lori Winkler (incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K
filed February 26, 2019)

Change in Control Severance Agreement with Derek Davis (incorporated by reference to Exhibit 10.14 to
the Registrant’s Annual Report on Form 10-K filed February 27, 2009)

Form of Confidentiality, Non-Competition and Non-Solicitation Agreement with Ivan Tornos, Suketu
Upadhyay, Rachel Ellingson and Lori Winkler (incorporated by reference to Exhibit 10.12 to the Registrant’s
Annual Report on Form 10-K filed February 26, 2019)

Swiss Employment Agreement by and between Zimmer GmbH and Wilfred van Zuilen dated as of May 5,
2021 (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed August 3, 2021)

Offer Letter by and between Zimmer Biomet Holdings, Inc. and Wilfred van Zuilen dated as of May 5, 2021
(incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed August 3, 2021)

Change in Control Severance Agreement by and between Zimmer GmbH and Wilfred van Zuilen
(incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed August 3, 2021)

Confidentiality, Non-Competition and Non-Solicitation Agreement by and between Zimmer GmbH and
Wilfred van Zuilen (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed
August 3, 2021)

Offer Letter between Zimmer Biomet Holdings, Inc. and Suketu Upadhyay dated June 13, 2019
(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 19,
2019)

Letter of Appointment by and between Zimmer Asia (HK) Limited and Sang Yi dated June 15, 2020
(incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed
August 5, 2020)

Change in Control Severance Agreement with Sang Yi dated June 15, 2020 (incorporated by reference to
Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed August 5, 2020)

Confidentiality, Non-Competition and Non-Solicitation Agreement with Sang Yi dated June 15, 2020
(incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed
August 5, 2020)

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 27, 2009)

Form of Confidentiality, Non-Competition and Non-Solicitation Agreement with Chad F. Phipps and Derek
M. Davis (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed
June 26, 2015)

10.25*

Restated Zimmer Biomet Holdings, Inc. Executive Severance Plan (incorporated by reference to Exhibit
10.1 to the Registrant’s Quarterly Report on Form 10-Q filed August 6, 2018)

Exhibit No

Description

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*

10.41*

10.42*

10.43*

Zimmer Biomet Holdings, Inc. Amended Stock Plan for Non-Employee Directors, as amended May 14, 2021
(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed May 20,
2021)

Form of Restricted Stock Unit Award Letter under the Zimmer Biomet Holdings, Inc. Stock Plan for
Non-Employee Directors (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on
Form 10-K filed February 29, 2016)

Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors, as amended
May 14, 2021 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K
filed May 20, 2021)

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)

Zimmer Biomet Holdings, Inc. Executive Physical Sub Plan (incorporated by reference to Exhibit 10.47 to
the Registrant’s Annual Report on Form 10-K filed February 26, 2019)

Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan (As Amended on May 14, 2021) (incorporated by
reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed May 20, 2021)

Form of Nonqualified Stock Option Award Agreement (four-year vesting) under the Zimmer Biomet
Holdings, Inc. 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.32 to the Registrant’s
Annual Report on Form 10-K filed February 21, 2020)

Form of Nonqualified Stock Option Award Agreement (two-year vesting) under the Zimmer Biomet
Holdings, Inc. 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.37 to the Registrant’s
Annual Report on Form 10-K filed February 27, 2018)

Form of Nonqualified Stock Option Award Agreement (three-year vesting) under the Zimmer Biomet
Holdings, Inc. 2009 Stock Incentive Plan

Form of Performance-Based Restricted Stock Unit Award Agreement (2018) under the Zimmer Biomet
Holdings, Inc. 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s
Quarterly Report on Form 10-Q filed May 8, 2018)

Form of Performance-Based Restricted Stock Unit Award Agreement (2019) under the Zimmer Biomet
Holdings, Inc. 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.36 to the Registrant’s
Annual Report on Form 10-K filed February 26, 2019)

Form of Performance-Based Restricted Stock Unit Award Agreement (2020) under the Zimmer Biomet
Holdings, Inc. 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.37 to the Registrant’s
Annual Report on Form 10-K filed February 21, 2020)

Form of Performance-Based Restricted Stock Unit Award Agreement (2022) under the Zimmer Biomet
Holdings, Inc. 2009 Stock Incentive Plan

Form of Restricted Stock Unit Award Agreement (four-year vesting) under the Zimmer Biomet Holdings,
Inc. 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.38 to the Registrant’s Annual
Report on Form 10-K filed February 21, 2020)

Form of Restricted Stock Unit Award Agreement (three-year vesting) under the Zimmer Biomet Holdings,
Inc. 2009 Stock Incentive Plan

Form of Restricted Stock Unit Award Agreement (two-year cliff vesting) under the Zimmer Biomet
Holdings, Inc. 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report
on Form 10-Q filed August 6, 2018)

Form of Nonqualified Stock Option Award Agreement (Hanson one-time award) under the Zimmer Biomet
Holdings, Inc. 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s
Current Report on Form 8-K filed December 21, 2017)

Form of Performance-Based Restricted Stock Unit Award Agreement (Hanson one-time award) under the
Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to the
Registrant’s Current Report on Form 8-K filed December 21, 2017)

Exhibit No

Description

Form of Restricted Stock Unit Award Agreement (Hanson one-time award) under the Zimmer Biomet
Holdings, Inc. 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s
Current Report on Form 8-K filed December 21, 2017)

Form of Performance-Based Restricted Stock Unit Award Agreement (Upadhyay one-time award) under the
Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.43 to the
Registrant’s Annual Report on Form 10-K filed February 21, 2020)

Aircraft Time Sharing Agreement by and between Zimmer, Inc. and Bryan C. Hanson (incorporated by
reference to Exhibit 10.40 to the Registrant’s Annual Report on Form 10-K filed February 27, 2018)

First Amendment to Aircraft Time Sharing Agreement by and between Zimmer, Inc. and Bryan C. Hanson
(incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed
August 5, 2019)

Term Loan Agreement ¥21,300,000,000, dated as of September 22, 2017, between Zimmer Biomet G.K. and
Sumitomo Mitsui Banking Corporation (incorporated by reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K filed September 28, 2017)

First Amendment and Limited Waiver, dated as of February 25, 2020, between Zimmer Biomet G.K. and
Sumitomo Mitsui Banking Corporation, to the JP¥21,300,000,000 Term Loan Agreement dated as of
September 22, 2017 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on
Form 10-Q filed May 11, 2020)

Second Amendment, dated as of April 28, 2020, to the Term Loan Agreement JP¥21,300,000,000 dated as of
September 22, 2017, between Zimmer Biomet G.K. and Sumitomo Mitsui Banking Corporation
(incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed April 29,
2020)

Amended and Restated Term Loan Agreement ¥11,700,000,000, dated as of September 22, 2017, between
Zimmer Biomet G.K. and Sumitomo Mitsui Banking Corporation (incorporated by reference to Exhibit 10.2
to the Registrant’s Current Report on Form 8-K filed September 28, 2017)

First Amendment, dated as of April 23, 2018, to the Amended and Restated Term Loan Agreement
¥11,700,000,000 dated as of September 22, 2017 between Zimmer Biomet G.K. and Sumitomo Mitsui
Banking Corporation (incorporated by reference to Exhibit 10.49 to the Registrant’s Annual Report on Form
10-K filed February 21, 2020)

Second Amendment and Limited Waiver, dated as of February 25, 2020, between Zimmer Biomet G.K. and
Sumitomo Mitsui Banking Corporation, to the JP¥11,700,000,000 Amended and Restated Term Loan
Agreement dated as of September 22, 2017, as amended by the First Amendment dated as of April 23, 2018
(incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed May 11,
2020)

Third Amendment, dated as of April 28, 2020, to the Amended and Restated Term Loan Agreement
JP¥11,700,000,000 dated as of September 22, 2017, between Zimmer Biomet G.K. and Sumitomo Mitsui
Banking Corporation (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form
8-K filed April 29, 2020)

Amended and Restated Letter of Guarantee, dated as of September 22, 2017, made by Zimmer Biomet
Holdings, Inc. in favor of Sumitomo Mitsui Banking Corporation (incorporated by reference to Exhibit 10.3
to the Registrant’s Current Report on Form 8-K filed September 28, 2017)

Five-Year Revolving Credit Agreement, dated as of August 20, 2021, among Zimmer Biomet Holdings, Inc.,
the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by
reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed August 26, 2021)

364-Day Revolving Credit Agreement, dated as of August 20, 2021, among Zimmer Biomet Holdings, Inc.,
the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by
reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed August 26, 2021)

List of Subsidiaries of Zimmer Biomet Holdings, Inc.

Consent of PricewaterhouseCoopers LLP

10.44*

10.45*

10.46*

10.47*

10.48

10.49

10.50

10.51

10.52

10.53

10.54

10.55

10.56

10.57

Exhibit No

Description

31.1

31.2

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

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File
because XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Management contract or compensatory plan or arrangement.

Item 16. Form 10-K Summary

None

SIGNATURES

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.

Dated: February 25, 2022

ZIMMER BIOMET HOLDINGS, INC.

By: /s/ Bryan Hanson
Bryan Hanson
Chairman, President and Chief Executive Officer

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

Chairman, President and Chief Executive Officer (Principal
Executive Officer)

February 25, 2022

Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

Vice President, Interim Controller and Chief Accounting
Officer (Principal Accounting Officer)

Director

February 25, 2022

/s/ Bryan Hanson

Bryan Hanson

/s/ Suketu Upadhyay

Suketu Upadhyay

/s/ Derek Davis

Derek Davis

/s/ Christopher Begley

Christopher Begley

/s/ Betsy Bernard

Betsy Bernard

/s/ Michael Farrell

Michael Farrell

/s/ Robert Hagemann

Robert Hagemann

/s/ Arthur Higgins

Arthur Higgins

/s/ Maria Teresa Hilado

Maria Teresa Hilado

/s/ Syed Jafry

Syed Jafry

/s/ Sreelakshmi Koll

i Sreelakshmi Kolli

/s/ Michael Michelson

Michael Michelson

ZIMMER BIOMET HOLDINGS, INC.
RECONCILIATION OF OPERATING PROFIT (LOSS) TO ADJUSTED OPERATING PROFIT
FOR THE YEARS ENDED DECEMBER 31, 2021, 2020, 2019, 2018, and 2017
(in millions, unaudited)

For the Years Ended December 31,

2021

2020

2019

Operating Profit (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 780.1

(87.8) $ 1,137.5

Inventory and manufacturing-related charges(1)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Intangible asset amortization(1)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Goodwill and intangible asset impairment(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Restructuring and other cost reduction initiatives(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Quality remediation(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Acquisition, integration, divestiture and related(1)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

41.8

615.7

16.3

130.5

53.2

81.8

54.2

597.6

645.0

116.9

49.8

23.8

Litigation(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

192.9

159.8

Litigation settlement gain(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

European Union Medical Device Regulation(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Certain R&D agreements(1)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other charges(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

–

46.5

65.0

11.4

–

25.3

–

24.5

53.9

584.3

70.1

50.0

87.6

12.2

65.0

(23.5)

30.9

–

120.5

2018

33.8

32.5

595.9

979.7

34.2

165.4

99.5

186.0

–

3.7

–

2017

$ 799.3

70.8

603.9

331.5

17.6

195.1

262.2

104.0

–

79.6

41.2

Adjusted Operating Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 2,035.2

$ 1,609.1

$ 2,188.5

$ 2,210.3

$ 2,425.6

(1) Please refer to page number 31-32 of this annual report for detailed explanations of each adjustment.

ZIMMER BIOMET HOLDINGS, INC.
RECONCILIATION OF OPERATING PROFIT (LOSS) MARGIN TO ADJUSTED OPERATING
PROFIT MARGIN
FOR THE YEARS ENDED DECEMBER 31, 2021, 2020, 2019, 2018, and 2017
(unaudited)

For the Years Ended December 31,

2021

2020

2019

2018

2017

Operating Profit (Loss) Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10.0% (1.2)% 14.2% 0.4% 10.2%

Inventory and manufacturing-related charges(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Intangible asset amortization(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Goodwill and intangible asset impairment(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Restructuring and other cost reduction initiatives(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Quality remediation(1)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Acquisition, integration, divestiture and related(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Litigation(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Litigation settlement gain(1)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

European Union Medical Device Regulation(1)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Certain R&D agreements(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other charges(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.5

7.9

0.2

1.7

0.7

1.0

2.5

–

0.6

0.8

0.1

0.8

8.5

9.2

1.7

0.7

0.3

2.3

0.7

7.3

0.9

0.6

1.1

0.2

0.8

–

(0.3)

0.4

–

0.2

0.4

–

1.5

0.4

7.5

12.4

0.4

2.1

1.3

2.3

–

0.9

7.7

4.2

0.2

2.5

3.4

1.3

–

1.1

0.7

Adjusted Operating Profit Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26.0% 22.9% 27.4% 27.9% 31.1%

(1) Please refer to page number 31-32 of this annual report for detailed explanations of each adjustment.

ZIMMER BIOMET HOLDINGS, INC.
RECONCILIATION OF DILUTED EPS TO ADJUSTED DILUTED EPS
FOR THE YEARS ENDED DECEMBER 31, 2021, 2020, 2019, 2018, and 2017
(unaudited)

For the Years Ended December 31,

2021

2020

2019

2018

2017

Diluted Earnings (Loss) Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1.91

$(0.67) $ 5.47

$(1.86) $ 8.90

Inventory and manufacturing-related charges(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Intangible asset amortization(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Goodwill and intangible asset impairment(1)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Restructuring and other cost reduction initiatives(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Quality remediation(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Acquisition, integration, divestiture and related(1)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Litigation(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Litigation settlement gain(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

European Union Medical Device Regulation(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Certain R&D agreements(1)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Loss on early extinguishment of debt(1)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other charges(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.20

2.93

0.08

0.62

0.25

0.39

0.92

–

0.22

0.31

0.78

0.06

0.26

2.89

3.12

0.56

0.24

0.12

0.77

0.26

2.83

0.34

0.24

0.42

0.06

0.31

–

(0.11)

0.16

2.93

4.81

0.17

0.81

0.49

0.91

–

0.12

0.15

0.02

–

0.35

2.96

1.63

0.09

0.96

1.28

0.51

–

0.05

0.58

0.41

0.22

Taxes on above items(1)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1.39)

(1.22)

(1.09)

(1.18)

(2.07)

U.S. tax reform(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

–

0.04

(6.25)

Swiss tax reform(1)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.14

(0.03)

(1.52)

–

Other certain tax adjustments(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(0.05)

(0.50)

(0.07)

(0.02)

(0.55)

Effect of dilutive shares assuming net earnings(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

–

(0.04)

–

(0.05)

–

Adjusted Diluted Earnings Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 7.37

$ 5.67

$ 7.87

$ 7.64

$ 8.03

(1) Please refer to page number 31-32 of this annual report for detailed explanations of each adjustment.

ZIMMER BIOMET HOLDINGS, INC.
RECONCILIATION OF SALES GROWTH RATE TO CONSTANT CURRENCY SALES GROWTH RATE
FOR THE YEAR ENDED DECEMBER 31, 2021
(unaudited)

For the Year Ended December 31, 2021

Reported
% Growth

Foreign
Exchange
Impact

Constant
Currency
% Growth

Geographic Segment

Americas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11%

– %

11%

EMEA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Asia Pacific . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Product Category

Knees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Hips . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

S.E.T. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Spine & Dental

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Corporate Information (As of March 3, 2022)

Shareholder 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.

Independent Auditors
PricewaterhouseCoopers LLP
Chicago, IL, U.S.A.

Transfer Agent
Communications concerning stock transfer
requirements, loss of certiﬁcates and change of
address should be directed to Zimmer Biomet’s
Transfer Agent:

Computershare
462 South 4th Street, Suite 1600
Louisville, KY 40202
+1-888-552-8493 (domestic)
+1-718-575-3336 (international)
Website: www.computershare.com

Investor Relations
Zimmer Biomet invites shareholders, security
analysts, portfolio managers and other
interested parties to contact:

Keri Mattox
+1-215-275-2431
keri.mattox@zimmerbiomet.com

Ezgi Yagci
+1-617-549-2443
ezgi.yagci@zimmerbiomet.com

Dividend Reinvestment and Stock Purchase Plan

Computershare Trust Company, N.A. administers the Computershare CIP, a direct stock purchase and dividend reinvestment plan, which allows registered shareholders
to purchase additional shares of Zimmer Biomet common stock through the automatic reinvestment of dividends. The plan also allows registered shareholders to
purchase shares with optional cash investments of at least $25. The minimum initial investment for new investors is $10,000. Existing registered shareholders as well as
new investors may enroll in the plan online at www.computershare.com/investor, or by completing and submitting an enrollment form that may be obtained by
contacting Computershare at the address or telephone numbers shown above.

Stock Performance Graph

Comparison of Cumulative Total Return for years ended December 31

Assumes $100 was invested on
December 31, 2016 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

Zimmer Biomet Holdings, Inc.

S&P 500 Stock Index

S&P 500 Health Care Equipment Index

2016

$100

2017

2018

2019

2020

2021

$117.86

$102.18

$148.54

$154.12

$127.89

$121.83

$116.49

$153.17

$181.35

$233.41

$130.90

$152.15

$196.77

$231.46

$276.26

To access 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.

This annual report is printed on paper that contains 10% post-consumer waste.

ZIMMERBIOMET.COM