I have
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, 2024
Commission file number 001-16407
ZIMMER BIOMET HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
13-4151777
(State of Incorporation)
(IRS Employer
Identification No.)
345 East Main Street
Warsaw, Indiana
46580
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (574) 373-3333
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
ZBH
New York Stock Exchange
2.425% Notes due 2026
1.164% Notes due 2027
ZBH 26
ZBH 27
New York Stock Exchange
New York Stock Exchange
3.518% Notes due 2032
ZBH 32
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 ☒ 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 ☒
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 ☒ 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 the registrant was required to submit such files). Yes ☒ No ☐
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
☒
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 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. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers
during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of shares held by non-affiliates was $22,228,595,506 (based on the closing price of these shares on the New York Stock Exchange on June 28, 2024 and assuming solely for
the purpose of this calculation that all directors and executive officers of the registrant are “affiliates”). As of February 14, 2025, 199,063,164 shares of the registrant’s $.01 par value common stock
were outstanding.
Documents Incorporated by Reference
Document
Form 10-K
Portions of the Proxy Statement with respect to the 2025 Annual Meeting of Stockholders
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: competition; pricing pressures; dependence on new product development,
technological advances and innovation; changes in customer demand for our products and services caused by demographic changes, obsolescence, development
of different therapies or other factors; our ability to attract, retain, develop and maintain adequate succession plans for the highly skilled employees, senior
management, independent agents and distributors we need to support our business; shifts in the product category or regional sales mix of our products and
services; the risks and uncertainties related to our ability to successfully execute our restructuring plans; control of costs and expenses; risks related to the
satisfaction of the conditions to closing the proposed transaction with Paragon 28 (including the failure to obtain necessary regulatory approvals) in the
anticipated timeframe or at all, including uncertainties as whether the stockholders of Paragon 28 will approve the proposed transaction and the possibility that
the proposed transaction does not close; risks related to the ability to realize the anticipated benefits of the proposed transaction with Paragon 28, including the
possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; the risk that the
businesses of Paragon 28, if the proposed transaction closes will not be integrated successfully; disruption from the proposed transaction making it more difficult
to maintain business and operational relationships, including with customers, vendors, service providers, independent sales representatives, agents or agencies;
the effects of business disruptions affecting us, our suppliers, customers or payors, either alone or in combination with other risks on our business and
operations; 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;
unplanned delays, disruptions and expenses attributable to our enterprise resource planning and other system updates; the ability to form and implement
alliances; dependence on a limited number of suppliers for key raw materials and other inputs and for outsourced activities; the risk of disruptions in the supply
of materials and components used in manufacturing or sterilizing our products; breaches or failures of our (or of our business partners’ or other third parties’)
information technology systems or products, including by cyberattack, unauthorized access or theft; the outcome of government investigations; the impact of
healthcare reform and cost containment measures, including efforts sponsored by government agencies, legislative bodies, the private sector and healthcare
purchasing organizations, through reductions in reimbursement levels, repayment demands and otherwise; 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; changes in tax
obligations arising from examinations by tax authorities and from changes in tax laws in jurisdictions where we do business, including as a result of the “base
erosion and profit shifting” project undertaken by the Organisation for Economic Co-operation and Development and otherwise; challenges to the tax-free nature
of the ZimVie Inc. spinoff transaction and the subsequent liquidation of our retained interest in ZimVie Inc.; the risk of additional tax liability due to the
recategorization of our independent agents and distributors to employees; changes in tariffs relating to imports to the U.S. and other countries; the risk that
material impairment of the carrying value of our intangible assets, including goodwill, could negatively affect our operating results; changes in general domestic
and international economic conditions, including interest rate and currency exchange rate fluctuations; changes in general industry and market conditions,
including domestic and international growth, inflation and currency exchange rates; the domestic and international business impact of political, social and
economic instability, tariffs, trade restrictions and embargoes, sanctions, wars, disputes and other conflicts, including on our ability to operate in, export from or
collect accounts receivable in affected countries; challenges relating to changes in and compliance with governmental laws and regulations affecting our U.S.
and international businesses, including regulations of the U.S. Food and Drug Administration (“FDA”) and other government regulators relating to medical
products, healthcare fraud and abuse laws and data privacy and cybersecurity laws; the success of our quality and operational excellence initiatives; the ability to
remediate matters
identified in inspectional observations issued by the FDA and other regulators, while continuing to satisfy the demand for our products; product liability,
intellectual property and commercial litigation losses; and the ability to obtain and maintain adequate intellectual property protection.
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
Page
PART I
4
Item 1.
Business
4
Item 1A.
Risk Factors
13
Item 1B.
Unresolved Staff Comments
25
Item 1C.
Cybersecurity
25
Item 2.
Properties
26
Item 3.
Legal Proceedings
27
Item 4.
Mine Safety Disclosures
27
PART II
28
Item 5.
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
28
Item 6.
[Reserved]
29
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
30
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
38
Item 8.
Financial Statements and Supplementary Data
41
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
92
Item 9A.
Controls and Procedures
92
Item 9B.
Other Information
93
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
93
PART III
94
Item 10.
Directors, Executive Officers and Corporate Governance
94
Item 11.
Executive Compensation
94
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
94
Item 13.
Certain Relationships and Related Transactions and Director Independence
94
Item 14.
Principal Accountant Fees and Services
94
PART IV
95
Item 15.
Exhibits and Financial Statement Schedules
95
Item 16.
Form 10-K Summary
100
4
PART I
Item 1. Business
Overview
Zimmer Biomet is a global medical technology leader with a comprehensive portfolio designed to maximize mobility and improve health. We design,
manufacture and market orthopedic reconstructive products; sports medicine, biologics, extremities and trauma products; craniomaxillofacial and thoracic
(“CMFT”) products; surgical products; and a suite of integrated digital and robotic technologies that leverage data, data analytics and artificial intelligence. 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 March 1, 2022, we completed the spinoff of our spine and dental businesses into a new public company, ZimVie Inc. (“ZimVie”). The transaction was
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.
Customers, Sales and Marketing
Our primary customers include orthopedic surgeons, neurosurgeons, and other specialists, healthcare institutions, 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.
We market and sell products through two principal channels: 1) direct to healthcare institutions, such as hospitals and ambulatory surgery centers, referred to as
direct channel accounts; and 2) through stocking distributors and healthcare dealers. 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 some hospitals, title to product passes upon
shipment. Consignment sales represented approximately 85 percent of our net sales in 2024. No individual customer accounted for more than 2 percent of our
net sales for 2024.
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 uses and features. Sales force representatives must have strong technical selling and medical education skills 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, and the medical procedures they perform.
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We allocate resources to achieve our operating profit goals through three regional operating segments. Our operating segments are comprised of the Americas;
Europe, Middle East and Africa (“EMEA”); and Asia Pacific. The following is a summary of our operating segments. See Note 19 to our consolidated financial
statements for more information regarding our segments.
Americas. The Americas 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. The U.S. accounted for approximately 95 percent of net sales in this region in 2024. 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 (the “UK”) collectively
accounted for approximately 50 percent of net sales in the region in 2024. This segment also includes other key markets, including Switzerland, Benelux,
Nordic, Central and Eastern Europe, the Middle East and Africa. Our sales force in this segment is comprised of direct sales associates, commissioned agents,
independent distributors and sales support personnel. 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 45 percent of the region’s net sales in 2024.
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.
Seasonality
Our business is seasonal in nature to some extent, as many of our products are used in elective procedures, which typically decline during the summer months
and can increase at the end of the year once annual deductibles have been met on health insurance plans. 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.
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; CMFT products; surgical products; and a
suite of integrated digital and robotic technologies.
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KNEES
Total knee replacement surgeries typically include a femoral component, a patella (knee cap), a tibial tray and an articular surface (placed on the tibial tray).
Knee replacement surgeries include first-time, or primary, joint replacement procedures and revision procedures for the replacement, repair or enhancement of
an implant or component from a previous procedure. There are also procedures for partial reconstruction of the knee, which treat limited knee degeneration and
involve the replacement of only one side, or compartment, of the knee with a unicompartmental knee prosthesis. Our significant knee brands include the
Persona® Knee, NexGen® Knee Implants, Vanguard® Knee, and Oxford® Partial Knee. Additionally, our ROSA® Robot utilizes robotic technologies to assist a
surgeon with implant positioning in total knee arthroplasty or partial knee arthroplasty.
HIPS
Total hip replacement surgeries replace both the head of the femur and the socket portion of the pelvis (acetabulum) of the natural hip. Hip procedures include
first-time, or primary, joint replacement as well as revision procedures. Hip implant procedures involve the use of bone cement to attach or affix the prosthetic
components to the surrounding bone, or are press-fit into bone, which means that they have a surface that bone affixes to through either ongrowth or ingrowth
technologies. Our significant hip brands include the Taperloc® Hip System, Avenir Complete® Hip System, Arcos® Modular Hip System, and G7® Acetabular
System. Our ROSA® Robot is also utilized in hip procedures.
S.E.T.
Our S.E.T. product category includes sports medicine, biologics, foot and ankle, upper 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. Sports medicine products represented 13 percent of our S.E.T.
product category net sales in 2024. Our biologics products are used as early intervention for joint preservation or to support surgical procedures. Biologics
products represented 6 percent of our S.E.T. product category net sales in 2024. Our foot and ankle and upper extremities products are designed to treat arthritic
conditions and fractures in the foot, ankle, shoulder, elbow and wrist. Our foot and ankle products represented 3 percent of our S.E.T. product category net sales
in 2024. Our upper extremities products represented 32 percent of our S.E.T. product category net sales in 2024. Our trauma products are used to stabilize
damaged or broken bones and their surrounding tissues to support the body’s natural healing process. Trauma products represented 23 percent of our S.E.T.
product category net sales in 2024. 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. CMFT products represented 21
percent of our S.E.T. product category net sales in 2024. Our significant S.E.T. brands include the JuggerKnot® Soft Anchor System, Gel-One® Cross-linked
Hyaluronate, Comprehensive® Shoulder, Natural Nail® System, and SternaLock® System. Gel-One® is a registered trademark of Seikagaku Corporation. Our
ROSA® Robot is also utilized in shoulder procedures.
TECHNOLOGY & DATA, BONE CEMENT AND SURGICAL
Through our Technology & Data, Bone Cement and Surgical product category, we market a collective suite of our products and technologies as the ZBEdge®
Platform. The ZBEdge Platform connects robotic and digital technologies together to collect data before, during and after surgery, that can deliver insights to
surgeons to assist in making informed decisions on patient care. Bone cement is used to assist with implant fixation in orthopedic surgeries. We offer an
assortment of bone cements and products for mixing and delivery. We also offer a portfolio of surgical solutions used by healthcare institutions.
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 new data solutions,
surgical techniques, innovative new materials, biologics products, and implant and instrument designs 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, 2024, we employed approximately
2,000 research and development employees worldwide.
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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. We
are subject to national, state and other regulations affecting, among other things, the development, design, manufacturing, product standards, packaging,
advertising, promotion, labeling, marketing and post-market surveillance of medical products and medical devices in many of the countries in which our
products are sold. Our global regulatory environment is increasingly stringent, unpredictable and complex. There is a global trend toward increased regulatory
activity related to medical products and medical devices.
Medical Product and Medical Device Regulation
In the U.S., numerous laws and regulations govern the processes by which our products are brought to market. These include the Federal Food, Drug and
Cosmetic Act, as amended (“FDCA”), and associated regulations. U.S. Food and Drug Administration (“FDA”) regulations control all aspects of the
development, manufacturing, advertising, promotion, marketing, distribution and post-market surveillance of medical products and medical devices. All of our
devices marketed in the U.S. have been cleared or approved by the FDA, except for those exempt from FDA premarket clearance and approval and those in
commercial distribution prior to May 28, 1976. The process of obtaining FDA clearance or approval to market a product is resource intensive, lengthy, and
costly. The FDA review may involve substantial delays that adversely affect the marketing and sale of our products. Most of our new products fall into a
classification that requires the submission of a Premarket Notification (510(k)) to the FDA before we can market the new device. 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. Other devices we
develop and market require stringent FDA clinical investigation and Premarket Approval (“PMA”) requirements, including submission of clinical and laboratory
data that establishes that the new medical device is safe and effective. Additionally, certain of our new products incorporate innovations related to artificial
intelligence, machine learning and software as a medical device, which are subject to emerging FDA oversight and regulation.
We are subject to FDA Quality System regulations governing design and manufacturing practices, testing, manufacturing quality assurance, labeling and record
keeping and reporting requirements for our products, which apply both to our own and to our third-party manufacturers' operations. We are required to establish
a quality system by which we monitor our (and our third-party manufacturers') manufacturing processes and maintain records that show compliance with FDA
regulations and manufacturers' written specifications and procedures.
There are also requirements of state and local governments with which we must comply in the manufacture and marketing of our products.
The FDA conducts announced and unannounced periodic and on-going inspections of medical device manufacturers to determine compliance with its Quality
System, and other applicable, regulations. 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 ceasing operations on one or more facilities, enjoining and restraining legal violations pertaining to products, seizing products,
negotiating the entry of a consent decree and permanent injunction against us, recommending prosecution to the U.S. Department of Justice (the “DOJ”), and
assessing civil or criminal penalties against our officers, employees or us. 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.
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
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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.
The European Union (the “EU”) has adopted the European Medical Device Regulation (the “EU MDR”), which created a single set of medical device
regulations for products marketed in all member countries. The EU MDR took effect in May 2021, replacing the European Medical Device Directive (the
“MDD”). The EU MDR imposes significant additional premarket and post-market requirements. Products currently certified per the MDD regulations must be
certified to the new EU MDR regulation prior to December 2027 or December 2028, depending upon the device’s risk class. The UK additionally is in the
process of creating secondary legislation to implement the future medical device regulations. The first piece of the Statutory Instrument (“SI”) for post-market
surveillance requirements was released in January 2025 with further SIs planned to be released later in 2025 and in 2026. These SIs will form part of the new
medical device regulatory framework (the “UK MDR”) following its exit from the European Union. The UK, in the meantime, continues to allow products
meeting the current EU regulations to be marketed through June 2028 for EU MDD and EU Active Implantable Medical Devices or through June 2030 for EU
MDR devices.
Our quality management system is based upon the requirements of ISO 13485, the FDA Quality System regulations, the MDD, the EU MDR 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”), a voluntary audit program developed by regulatory
authorities in 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.
We are subject to international, national, state and other laws and regulations concerning healthcare cost containment, including price regulation, competitive
pricing, coverage and payment policies, comparative effectiveness reviews and other methods, including through efforts to reduce healthcare fraud and abuse,
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. Many authorities 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 exclusion from participation in certain
government healthcare programs.
Foreign Corrupt Practices Act and Related Laws
Our operations outside the U.S. are subject to the extraterritorial application of the U.S. Foreign Corrupt Practices Act (the “FCPA”). Our global operations are
also subject to non-U.S. anti-corruption laws, such as the United Kingdom Bribery Act. As part of our global compliance program, we seek to address anti-
corruption risks proactively.
Environmental Laws
All of our facilities and operations are subject to complex national, state and local 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.
Data Privacy Laws
We are subject to evolving national, state, international and other data privacy and security laws and regulations that govern the collection, use, disclosure,
transfer, location, storage, disposal and protection of health-related and other personal information, including laws and regulations that regulate and restrict
cross-border data transfers. Certain of these laws and regulations impose time-sensitive notification requirements to governmental authorities or consumers. We
are also subject to emerging regulations, directives, voluntary commitments and guidance governing data security and cyber risk management for medical
devices as well as emerging regulations, directives,
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voluntary commitments and guidance relating to artificial intelligence. Failure to comply with any such data protection laws, regulations, directives, voluntary
commitments and guidance 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. Information regarding the risks associated with data privacy and protection laws
may be found in Item 1A. Risk Factors – If we fail to comply with data privacy and security laws and regulations, we could face substantial penalties and our
business, operations and financial condition could be adversely affected.
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 Johnson & Johnson MedTech (formerly the DePuy Synthes Companies of Johnson & Johnson), Stryker Corporation and Smith & Nephew
plc. There are smaller competitors in these product categories as well that focus on smaller subsegments of the industry.
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.
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 6,000 issued patents and patent applications throughout the world that relate to
aspects of the technology incorporated in many of our products.
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Human Capital
As of December 31, 2024, we employed approximately 17,000 employees worldwide, including approximately 2,000 employees dedicated to research and
development. Approximately 7,000 employees are located within the U.S. and approximately 10,000 employees are located outside of the U.S., primarily
throughout Europe and in Japan and China. We have approximately 7,000 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:
•
Respect and show gratitude for the contributions and diverse perspectives of all team members
•
Commit to the highest standards of patient safety, quality and integrity
•
Focus our resources in areas where we will make a difference
•
Ensure the company’s return is equivalent to the value we provide our customers and patients
•
Give back to our communities and people in need.
Team Member Inclusion
Our team member inclusion efforts are intended to identify, attract and retain talent for our business. We monitor and benchmark our team member
demographics at all levels of the organization. Our eight global employee resource groups (“ERGs”) continue to have substantial participation with membership
representing approximately 15 percent of our workforce. Our ERGs also receive funding from the Zimmer Biomet Foundation, Inc. to support communities and
partnerships aligned to our Mission.
Employee Engagement
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.
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 monitors
various metrics to ensure we are providing a safe environment in which to work. In 2024, our Total Recordable Incident Rate was 0.30 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, 2025.
Name
Age
Position
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Ivan Tornos
49
President and Chief Executive Officer
Mark Bezjak
50
President, Americas
Rachel Ellingson
55
Senior Vice President and Chief Administrative Officer
Chad Phipps
53
Senior Vice President, General Counsel and Secretary
Paul Stellato
50
Vice President, Controller and Chief Accounting Officer
Suketu Upadhyay
55
Chief Financial Officer and Executive Vice President - Finance, Operations and Supply Chain
Wilfred van Zuilen
55
Group President, Europe, Middle East and Africa
Lori Winkler
63
Senior Vice President, Chief Human Resources Officer
Sang Yi
62
Group President, Asia Pacific
Mr. Tornos was appointed President and Chief Executive Officer and a member of the Board of Directors in August 2023. Previously, he served as the
Company’s Chief Operating Officer since March 2021, as Group President, Global Businesses and the Americas from December 2019 until March 2021, and as
Group President, Orthopedics from joining the Company in November 2018 until December 2019. 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. Bezjak was appointed President, Americas in September 2023. As President, Americas, he oversees all commercial, downstream marketing and
distribution activities in North America and Latin America. Mr. Bezjak joined Zimmer Biomet in April of 2008 as Director of Corporate Sales and has held
roles of increasing importance within the Company, most recently serving as President, North America, since 2021. Prior to his work at Zimmer Biomet, Mr.
Bezjak held multiple roles with Teleflex Incorporated ranging from a regional sales representative to Director of Strategic Accounts from 2000 to 2008. He also
held various sales representative roles with Michelin Tire Company from 1997 to 2000.
Ms. Ellingson was appointed Senior Vice President and Chief Administrative Officer in May 2024. Prior to that, she served as Senior Vice President and Chief
Strategy Officer since 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, rising to the
position of Managing Director, Medical Technology Investment Banking with Bank of America. She has served as a member of the board of directors of Biolife
Solutions, Inc. since April 2021 and serves on their audit and compensation committees.
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. Stellato was appointed Vice President, Controller and Chief Accounting Officer in May 2022. Previously, he served as Vice President Finance, Global
Business Services from March 2019 through April 2022, with Xylem Inc. (“Xylem”), a global provider of water technology products and services. He joined
Xylem upon its spinoff from ITT
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Corporation (“ITT”) in October 2011 and served as Xylem’s Vice President Finance, Financial Planning and Analysis through August 2017. He was promoted
to Vice President, Controller and Chief Accounting Officer in August 2017 after serving as Interim Corporate Controller starting in August 2016, and became
Vice President Finance, Global Business Services in March 2019. Prior to Xylem’s spinoff from ITT in October 2011, Mr. Stellato served with ITT beginning in
May 2003, having served most recently as ITT’s General Auditor and prior to that, as Manager - Investor Relations. He began his career in public accounting
with Ernst & Young LLP and Arthur Andersen LLP and is a certified public accountant.
Mr. Upadhyay was appointed Chief Financial Officer and Executive Vice President - Finance, Operations and Supply Chain in August 2023. Previously, he
served as our Executive Vice President and Chief Financial Officer since joining the Company in July 2019. Prior to joining Zimmer Biomet, Mr. Upadhyay
served as Senior Vice President, Global Financial Operations at Bristol-Myers Squibb Company from November 2016 until June 2019. Before joining Bristol-
Myers Squibb, he served as Executive Vice President and Chief Financial Officer of Endo International plc 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 PLC and Johnson & Johnson. Mr. Upadhyay spent the early part of his
career in public accounting with KPMG. He has also served as a member of the board of directors of Vertex Pharmaceuticals Incorporated since May 2022. He
holds a B.S. in Finance from Albright College and an M.B.A. from the Fuqua School of Business at Duke University. He holds the inactive designations of
C.P.A. and C.M.A.
Mr. van Zuilen was appointed Group President, Europe, Middle East and Africa in September 2023, after having served as President, Europe, Middle East and
Africa since joining the Company in June 2021. He is responsible for the sales, marketing and distribution of products, services and solutions in the Europe,
Middle East and Africa region. 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 Lifesciences).
Ms. Winkler joined Zimmer Biomet as Group Vice President of Human Resources in February 2020 and was appointed Senior Vice President, Chief Human
Resources Officer in March 2021. Prior to joining Zimmer Biomet, she served Cardinal Health, Inc. 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. She has served as an independent voting member of the board of directors of Family Promise, Inc., a 501(c)(3) charity focused on housing and
homelessness, since August 2022.
Mr. Yi was appointed Group President, Asia Pacific, in March 2021. 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 and was promoted to President, Asia
Pacific, in June 2015. Prior to joining the Company, 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
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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:
•
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;
•
announcements of investor conferences and events at which our executives talk about our products and competitive strategies, as well as archives
of these events;
•
press releases on quarterly earnings, product announcements, legal developments and other material news that we may post from time to time;
•
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;
•
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
•
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 competitive, 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 material 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
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. To remain competitive, we must continue to identify, prioritize, develop and acquire new products and
technologies, as well as identify, prioritize and improve existing products and technologies. We must also obtain and maintain regulatory approvals for such
products, accurately forecast demand, manufacture the correct mix of products, distribute products to multiple global markets and market those products
profitably. For example, in the past we have experienced elevated charges for excess and obsolete inventory while also facing increased backorders due to
unpredictable demand fluctuations across our various markets, and there can be no assurance that production mix planning or inventory allocation will match
end market demand.
Competition within our markets is primarily on the basis of technology, innovation, quality, reputation, customer service and pricing. In markets outside of the
U.S., other factors influence competition as well, including local distribution systems, complex regulatory environments, differing medical philosophies and
differing product preferences. Our competition may have greater financial, marketing, technical and other resources than us; respond more quickly to new or
emerging technologies; undertake more extensive marketing campaigns; operate more effective planning, manufacturing, sales and distribution channels; adopt
more aggressive pricing policies; or be more successful in attracting potential customers, employees and strategic partners. We also face competition from
pharmaceutical and other therapies that may be more attractive than, or have other benefits over, our products, or
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that could affect the frequency, progressions or symptoms of diseases and conditions that our products treat. Any of these factors, alone or in combination, could
cause us to have difficulty maintaining or increasing sales of our products or otherwise have an adverse effect on our business and financial results.
Our products may become obsolete, customers may not buy our products, and our revenue and profitability may decline without the timely introduction of
new products and enhancements, due to changes in markets, or due to changes in applicable standards of care.
Demand for our products may change, in certain cases, in ways we may not anticipate because of evolving customer needs, changing demographics, changing
industry growth rates, declines in the musculoskeletal implant market, the introduction of competing products and technologies, the emergence of alternative
treatment methods, evolving surgical philosophies and evolving industry standards. Our products may become obsolete without the timely introduction of new
products and enhancements, or due to changes in applicable standards of care. If that happens, our revenue and operating results would suffer. The success of
our new and enhanced product offerings will depend on several factors, including our ability to properly identify and anticipate customer needs; commercialize
new products in a timely manner; manufacture and deliver instruments and products on time and in sufficient volumes; differentiate our offerings from
competitors’ offerings; achieve positive clinical outcomes for new products; satisfy the increased demands by healthcare payors, providers and patients for
shorter hospital stays, faster post-operative recovery and lower-cost procedures; innovate and develop new materials, product designs and surgical techniques;
and provide adequate medical education relating to new products.
In addition, new materials, product designs, product enhancements and surgical techniques that we develop may not be accepted quickly or at all, or in some or
all markets, because of, among other factors, the need for regulatory clearance, entrenched patterns of clinical practice, competitive factors and uncertainty with
respect to third-party reimbursement.
Moreover, innovations generally require a substantial investment in research and development before we can determine their commercial viability, and we may
not have the financial resources necessary to fund the research, development and 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.
Our success largely depends on our ability to attract, retain, develop and motivate our human capital, including our senior management, key employees and
key third parties, and on our ability to have meaningful succession plans in place to prepare for foreseen and unforeseen changes.
Our future performance depends on the continued skills, experiences, competencies and services of our senior management, key employees and key third parties
(including independent distributors and sales agents), and our ability to attract, retain, develop and motivate such talent. We rely on certain employees and third
parties for research and development; operations; quality assurance; and the distribution, marketing and sales of our products. If we fail to retain our senior
management, key employees and key third parties, our revenue and profitability may decline, and our business may be otherwise adversely affected.
Additionally, certain of our key employees and third parties have detailed knowledge of our products and instruments and have developed professional
relationships with existing and potential customers due to this knowledge. Recent legal and regulatory changes may affect our ability to enforce post-
termination obligations from certain employees and third parties with respect to non-competition, non-solicitation and protection of confidential information,
which may negatively impact our ability to retain employees and third-party distributors and to protect our information and relationships with our customers.
Competition for talent in our business is significant. Our ability to attract and retain key employee and third-party talent is dependent on a number of factors,
including prevailing market conditions, our ability to offer competitive compensation packages, our ability to be perceived as a preferred place to work and the
contract terms we offer to third parties. Changes in the terms and conditions of employment or engagement, such as the availability of remote and hybrid work
programs, benefit and perquisite programs and engagement on an employee or independent contractor basis, may affect our ability to attract and retain key
talent.
Effective succession planning for senior management, key employees and key third parties (including independent distributors and sales agents) is also important
to our long-term success. Failure to ensure orderly transitions involving senior management, key employees and key third parties, as well as inadequate transfer
of knowledge, customer relationships and other know-how, could adversely affect our business and financial results.
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Our restructuring programs may not be successful or we may not fully realize the expected cost savings and/or operating efficiencies from our restructuring
initiatives.
We have initiated a series of restructuring programs to reduce costs, improve efficiency, spin off certain businesses, and prioritize investments in higher-priority
growth operations. Restructuring initiatives involve complex plans and actions that may include, or result in, workforce reductions, 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 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 programs, as well as management distraction. For more information on our restructuring programs, see Note 5 to our consolidated financial
statements. If we fail to achieve some or all of the expected benefits of our restructuring programs, it could have a material adverse effect on our competitive
position, business, financial condition, results of operations and cash flows.
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:
•
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;
•
difficulties harmonizing and optimizing quality systems and operations;
•
diversion of financial and management resources from existing operations;
•
unforeseen difficulties related to entering markets for which or geographic regions where we do not have prior experience;
•
potential loss of key employees;
•
unforeseen risks and liabilities associated with businesses acquired, including any unknown vulnerabilities in acquired technology, compromises
of acquired data or noncompliance with data privacy requirements; and/or
•
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.
Interruption of manufacturing or distribution 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 a few plants which are concentrated in a single country or region. Damage to one or more facilities or related operations 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), issues in manufacturing arising from failure to follow specific internal protocols and procedures, compliance concerns relating to
the Quality System Regulation (“QSR”) and Good Manufacturing Practice requirements, equipment breakdown or malfunction, reductions in operations and/or
worker absences, trade impediments, international sanctions, wars or other factors could adversely affect the ability to manufacture and distribute our products.
In the event of an interruption in manufacturing or involving a critical supplier, we may be unable to move quickly to alternate means of producing or acquiring
affected products or to meet customer demand, and alternative sources of supply may not be adequate to accommodate sudden increases in demand. We have
experienced such interruptions previously (including in connection with our enterprise resource planning system implementation which negatively impacted
distribution of our products), and we may experience such interruptions in the future. In the event of a significant interruption, for example, as a result of our or
a supplier’s failure to follow regulatory protocols and procedures or as a result of a bankruptcy, we (or our suppliers) may experience lengthy delays in resuming
production of affected products due primarily to the need for additional regulatory approvals. The global supply chain has been and continues to be negatively
impacted by a variety of macro factors which have, in part, resulted in challenges to meet end market
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demand in some instances. As a result, we may experience lost sales, which we may be unable to recover, loss of market share, which we may be unable to
recapture, and/or harm to our reputation, which could adversely affect our business, financial condition and results of operations.
Challenges integrating, transitioning and implementing a new enterprise resource planning ("ERP") system have adversely affected our business and
operations, and may in the future have further adverse effects.
As a result of technology initiatives, changes in our system platforms and the ongoing integration of business acquisitions, we have been consolidating and
integrating the ERP systems that we operate. ERP consolidation and integration programs are highly complex, require substantial management and financial
resources, and may adversely affect our ability to process and/or fulfill orders, provide customer service, send and collect invoices, manage our contracts,
manage our distribution network, provide financial information or otherwise run our business, in a timely manner or at all, or without incurring additional
expenses or disruption.
At the beginning of our third quarter of fiscal 2024, we began transitioning certain distribution and sales systems in the Americas to a new ERP system as part of
a multi-year project. We experienced unanticipated challenges during the transition that disrupted our ability to fulfill customer orders during the second half of
fiscal 2024. These ERP-related business interruptions caused several adverse consequences, including disruption to our ability to distribute product, difficulty in
meeting customer demand, productivity declines and delays in invoicing customers, as well as causing the transition to the new ERP system to be more
expensive and time-consuming than we anticipated. In addition, some customers affected by these disruptions may have secured supply from alternative
sources, and we may not be able to regain their trust and business. Additional disruptions, delays or deficiencies in the transition, design, and implementation of
this ERP system, particularly any disruptions, delays or deficiencies that impact our operations, could in the future have a material adverse effect on our
business.
Disruptions in the supply of the materials and components used in manufacturing our products or the sterilization of our products by us or 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, due to market constraints or as a result of
FDA or 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 FDA and other 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 loss of access
to one or more suppliers; 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. We
also provide contract sterilization services to certain of our customers. To the extent we or our contract sterilizers are or may become unable to sterilize our
products or provide sterilization services to us or to our customers, whether caused by insufficient capacity; unavailability of materials for sterilization;
regulatory or other restrictions on the use of certain sterilizing methods such as use of ethylene oxide; the bankruptcy or other financial constraints of the
sterilizer (as we experienced with respect to one sterilization supplier in 2024); or otherwise, 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.
We and our business partners are dependent on sophisticated information technology and if we fail to effectively maintain or protect our information
systems and data, including from cybersecurity events, our business could be adversely affected.
We are dependent on sophisticated information technology for our products and infrastructure. As a result of technology initiatives, expanding and evolving
privacy and cybersecurity laws, changes in our system platforms and the ongoing integration of business acquisitions, we have been consolidating and
integrating the number of systems we operate and have upgraded and expanded our information systems and cybersecurity capabilities. In addition, some of our
products and services incorporate software or information technology that collects data regarding patients and patient therapy, and some software and other
products we provide to customers connect to our and third
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party systems for maintenance and other purposes. We also have outsourced elements of our operations to third parties (including suppliers, customers and other
business partners), and, as a result, we manage a number of third parties who may now or could in the future have access to our confidential information,
including, but not limited to, intellectual property, proprietary business information and personal information of patients, team members and customers
(collectively “Confidential Information”).
Our information systems, and those of third parties 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 data including patient, customer and Confidential Information. In addition, given their
size and complexity, these systems are vulnerable to service interruptions and to security breaches from inadvertent or intentional actions by our employees,
third party suppliers and/or business partners, and from cyber attacks by malicious third parties attempting to gain unauthorized access to our products, systems
or Confidential Information. Our use of artificial intelligence and machine learning in our infrastructure and products exposes us to new threats, risks and
uncertainties, including with respect to changing laws and regulations regarding the use of such technologies.
Like other large multi-national corporations, we and the third parties with whom we contract regularly experience cyber attacks, certain of which (including
email phishing attacks on our email systems) have been successful, and we expect to continue to be subject to such attacks. These attacks may include phishing,
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. Evolving artificial intelligence and machine learning tools continue to improve the capabilities of cyber attackers. In
addition, as a result of our adoption of remote work arrangements in many positions, a significant number of our employees who are able to work remotely are
doing so, and malicious cyber actors may increase efforts targeting remote workers, which exposes us to additional cybersecurity risks. Our cybersecurity
program, incident response efforts, business continuity procedures and disaster recovery planning may not be sufficient for all eventualities. If we (or third
parties with whom we contract) fail to maintain or protect our information systems and data integrity effectively, we could:
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suffer a loss of access to or alteration of all or a portion of our Confidential Information;
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have difficulty meeting our compliance requirements, including with respect to data retention and reporting, QMS, quality reporting or other
requirements;
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have difficulty developing new or enhanced products;
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lose existing customers, suppliers and business partners;
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have difficulty attracting new customers;
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have problems in determining product cost estimates and establishing appropriate pricing;
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suffer outages or disruptions in our operations, supply chain, products and/or services, including our ZBEdge® ecosystem;
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have difficulty preventing, detecting, and controlling fraud;
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have disputes with customers, physicians, other healthcare professionals and payors for our products;
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have regulatory sanctions or penalties imposed;
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incur increased operating expenses;
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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;
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incur expenses or lose revenues as a result of a data privacy breach; or
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suffer other adverse consequences.
Additionally, cybersecurity events suffered by health insurers and other third-party payors have delayed and otherwise adversely affected the demand and
payment for surgical procedures and treatments involving our products and services, which adverse effects may continue, recur, and/or change in scope or
magnitude in the future.
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 cybersecurity incidents or data breaches will not occur or that technology or information system issues will not arise in the future. Any
significant breakdown, intrusion, breach, interruption, corruption or destruction of these systems
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could have a material adverse effect on our business and reputation and could materially adversely affect our results of operations and financial condition.
Business interruptions and disruptions have adversely impacted, and may, either alone or in combination with other risks, in the future adversely impact,
our business, results of operations and financial condition, the nature and extent of which impacts are uncertain and unpredictable.
Our operations expose us to risks from business interruptions that may arise from a variety of sources, including public health crises; supply chain disruptions;
loss of or limitations on access to certain markets due to trade and tariff disputes and disruptions or national, regional and global conflicts; adverse economic
developments; healthcare staffing challenges; government shutdowns; natural disasters; and other events that can, singly or in combination with other factors,
adversely affect our business and financial results. There can be no assurance that we will successfully manage such risks without adverse impacts to our
business or financial results.
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. In addition, 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.
We sell our products and services to hospitals, doctors 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 deny or decline reimbursement, reduce reimbursement levels or change reimbursement
models 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.
Many customers of 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.
Initiatives to limit the growth of general healthcare expenses and hospital costs are ongoing in the markets in which we do business, and we have experienced
downward pressure on product pricing and other effects of healthcare reform in our international markets. 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 volume-based
procurement (“VBP”) processes designed to reduce medical spending, which have 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. In cases where our product is not
selected in VBP, sales of that product are substantially impacted. “Buy local” initiatives have in the past resulted in, and could in the future result in, reduced
demand for our products, as well as reduced margins on covered devices and products, required renegotiation of distributor arrangements and incurrence of
inventory-related charges. Similarly, the Italian Public Administration has implemented a “Pay Back” law to obtain reimbursement from the medical device
industry to contribute to government overspending on medical devices beginning in 2015, which assessments we have challenged, and a “Fund for the
Government of Medical Devices” applicable to revenues relating to medical devices, large medical equipment and in vitro diagnostic devices commencing in
2024, which assessment we have also challenged. Additional cost reduction and recovery strategies are likely to be proposed in various jurisdictions, the effects
of which are difficult to predict, but may have a material adverse effect on our sales and results of operations.
Pricing pressure continues due to consolidation among healthcare providers, trends toward managed care, the shift toward governments becoming the primary
payors of healthcare expenses, reductions in reimbursement levels and
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government laws and regulations relating to reimbursement and pricing generally. If key participants in government healthcare systems reduce the
reimbursement levels for our products, including through regulatory changes, elections and other political changes, our business, financial condition, results of
operations and cash flows may be adversely affected.
Financial, Credit and Liquidity Risks
We incurred substantial additional indebtedness in connection with previous mergers and acquisitions, may incur additional substantial indebtedness in
connection with future mergers and acquisitions, and may not be able to meet all of our current and future debt obligations. In addition, interest rate risk
could adversely affect our current and future indebtedness.
We incurred substantial indebtedness in connection with previous mergers and acquisitions, and may incur substantial additional indebtedness in connection
with future mergers and acquisitions. At December 31, 2024, our total indebtedness was $6.2 billion. As of December 31, 2024, our debt service principal
obligations (excluding interest, leases and equipment notes), during the next 12 months are expected to be $0.9 billion. As a result of the increase in our debt,
demands on our cash resources have increased; such demand would further amplify if we fund future mergers and acquisitions using debt financing. Our current
and future increased level of debt could, among other things:
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require us to dedicate a large portion of our cash flow from operations to the servicing and repayment of our debt, thereby reducing funds
available for working capital, capital expenditures, research and development expenditures and other general corporate requirements;
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limit our ability to obtain additional financing to fund future working capital, capital expenditures, research and development expenditures and
other general corporate requirements;
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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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restrict our ability to make strategic investments, collaborations, acquisitions or dispositions or to exploit business opportunities;
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place us at a competitive disadvantage compared to our competitors that have less debt;
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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;
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adversely affect the market price of our common stock; and
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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 Secure
Overnight Financing Rate (“SOFR”) or other externally-determined rates. SOFR and such other rates have increased from recent lows, which has increased our
cost of borrowing. Any further 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.
Changes in tax laws in countries in which we do business are expected to negatively impact our effective tax rate; further changes in tax laws may have a
further negative impact.
Changes in the tax laws and regulations 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 and/or tax payments, could increase tax uncertainty and could have a material
adverse impact on our business, financial condition or results of operations.
Tax law changes in certain foreign jurisdictions in which we operate conforming to Pillar Two of the base erosion and profit shifting plan (“Pillar Two”)
undertaken by the Organisation for Economic Co-operation and Development began to take effect in 2024. We expect the implementation and interpretation of
Pillar Two across jurisdictions where we do business to have adverse effects on our effective tax rate, results of operations, and cash flows. These tax law
changes require profits earned in such jurisdictions to be subject to a minimum 15 percent income tax rate.
We may have additional tax liabilities as a result of examinations and audits.
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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.
If our independent agents and distributors are characterized as employees, we would be subject to additional tax and other liabilities.
We structure certain of 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 these independent agents and distributors are properly characterized as independent contractors, tax,
labor 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. 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 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, as well as provide other employer-employee related benefits. 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.
Future material impairments in the carrying value 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, 2024, we had $9.0 billion in goodwill and $4.6 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 fourth quarter of 2022, we recorded goodwill impairment charges of $289.8 million
as a result of, among other factors, changes in foreign currency exchange rates in our European-based currencies, inflation and a higher interest rate
environment; and in the second quarter of 2022, we recorded $3.0 million of an in-process research and development (“IPR&D”) intangible asset impairment on
a certain IPR&D project. There were no impairment charges during the years ended December 31, 2024 and 2023, but if the operating performance at one or
more of our reporting units significantly declines, including if competing or alternative technologies or pharmacological treatments, 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.
The spinoff of ZimVie Inc. and the divestiture of our retained interest in ZimVie Inc. could result in substantial tax liability.
We obtained Internal Revenue Service (“IRS”) rulings and an opinion as to the tax-free nature of the spinoff under the U.S. Internal Revenue Code of 1986, as
amended. We subsequently obtained supplemental IRS rulings as to the tax-free nature of our divestiture of retained shares of ZimVie common stock following
the spinoff, which divestiture completed in February 2023. The IRS rulings and opinion are based, among other things, on various factual assumptions and
representations we made. If any of these assumptions or representations are, or become, inaccurate or incomplete, reliance on the opinion and rulings may be
jeopardized. If the spinoff, or the subsequent divestiture of our retained interest in ZimVie, 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.
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Global Operational Risks
We conduct a significant amount of our sales and manufacturing activities 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 42 percent of our net sales in 2024 from outside the U.S. We intend to continue to
pursue growth opportunities in sales internationally, including in emerging markets, which could expose us to additional risks associated with international sales
and operations. Our international operations are, and will continue to be, subject to a number of risks and potential costs, including:
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changes in foreign medical reimbursement policies and programs;
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differences in and changes to foreign regulatory requirements, such as more stringent requirements for regulatory clearance of products;
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differing local product preferences, local product requirements and “buy local” initiatives;
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fluctuations in foreign currency exchange rates;
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the effects of inflation, including the effects of different rates of inflation in different countries, on our costs and expenses, and the costs of our
products;
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diminished protection of intellectual property in some countries outside of the U.S.;
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foreign exchange controls that might prevent us from repatriating cash earned in countries outside the U.S.;
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data privacy and cybersecurity requirements and labor relations laws that may add to the complexity and costs of our operations or require
changes to our products or business processes;
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extraterritorial effects of U.S. laws such as the FCPA;
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effects of foreign anti-corruption laws, such as the United Kingdom Bribery Act;
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difficulty in staffing and managing foreign operations;
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labor force instability;
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increased tax liabilities under foreign tax laws or changes thereto; and
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political, social and economic instability and uncertainty, including wars, other conflict and sovereign debt issues.
Violations of foreign laws or regulations could result in fines; criminal sanctions against us, our directors, officers, employees, agents or distributors;
prohibitions or restrictions relating to the conduct of our business; and damage to our reputation.
Furthermore, political tensions between the U.S., Canada, Mexico, China and certain other countries have escalated in recent years. Rising political tensions
could reduce trade, investment and other economic activities between or among these economies. Any of these factors could have a material adverse effect on
our business, prospects, financial condition and results of operations.
The effects of emerging, expanding and new conflicts, such as a possible expansion of the Russian-Ukrainian conflict, a possible expansion of conflicts in the
Middle East, or a possible conflict involving China and Taiwan, may not be limited to the specific markets involved. Sanctions and other civil, political and
economic effects of such conflicts are likely to have adverse impacts upon us. Additionally, other trade disruptions include supply chain continuity disruption;
inflationary pressures and increased costs of raw materials and inputs; manufacturing or shipping delays; increased shipping costs and transit delays (such as
experienced due to attacks on shipping transiting the Red Sea); and increased disruptions and delays affecting our ability to operate in and to collect payment for
our products and services in particular markets.
Tariffs, trade restrictions and other trade measures could adversely affect our business and financial results.
We operate in multiple countries and maintain a complex global supply chain and distribution network which exposes us to a variety of risks from U.S. and other
countries’ international trade and tariff policies. Changes to tariffs, trade restrictions and protection measures applicable to trade with certain countries, trade in
certain types of goods, or otherwise; new import or export requirements; changes to trade agreements; new or increased tariffs, trade embargoes, sanctions and
other trade barriers may prevent us from shipping products to or from a particular market, restrict our access to certain sources of raw materials and other inputs,
increase our operating costs and disrupt our ability to collect payment for our products and services in particular markets. For example, the U.S. has imposed
tariffs and export controls on certain goods and products imported from China and certain other countries, which has
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resulted in retaliatory tariffs by China and other countries. Recently, the U.S. has imposed or threatened to impose additional tariffs on imports from Canada,
China, Mexico and other countries, and has further threatened to impose additional tariffs on certain steel and aluminum imports; certain countries have imposed
or threatened to impose retaliatory tariffs. We cannot predict how these developments will impact us, and existing or future tariffs and trade restrictions could
have a material adverse effect on our business and financial results. Additionally, these and other tariffs and further retaliatory trade measures could result in an
increase in supply chain costs that we may not be able to offset in full or in part or that may otherwise adversely impact our financial results.
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 complex and expensive laws and governmental regulations relating to the development, design, product standards, packaging, advertising,
promotion, post-market 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 and services we design, develop, manufacture and market
are subject to rigorous regulation by the FDA and numerous other national, regional, state and other 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 or product enhancements, or loss of approval for current products,
could result in delayed realization of product revenues or in substantial additional costs. Emerging opportunities, including those presented by the use of
machine learning and artificial intelligence in our current and future products, devices and services are expected to present new, complex and potentially
inconsistent legal and regulatory requirements across the various jurisdictions in which we operate.
Both before and after a product is commercially released, we have ongoing responsibilities under FDA regulations, the EU MDR and other national, regional,
state and other requirements. These requirements relate to quality systems, recordkeeping, labeling, promotional and marketing requirements, adverse event
reporting, monitoring and other regulations, which are subject to continual review and are monitored rigorously through periodic inspections by regulators,
which may result in observations (such as on FDA Form 483), and in some cases warning letters, that require corrective action or other forms of enforcement.
Additionally, the availability of designated European notified body services to certify compliance with the EU MDR requirements is limited, which may delay
the marketing approval for some of our products under the EU MDR (and, potentially, the UK MDR). Furthermore, regulators strictly regulate the promotional
claims that we may make about approved or cleared products.
If a regulator were to conclude that we are not in compliance with applicable laws or regulations, that any of our products are ineffective or pose an unreasonable
health risk, that any of our products’ long-term statistical performance does not meet regulatory expectations, or that we have marketed or promoted a product
for use other than as indicated in the product labelling approved by the regulator, the regulator may 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; require us to notify healthcare professionals and others that the products present unreasonable risks of substantial harm to the public
health; and subject us to fines, injunctions or other penalties. The regulator may also impose operating restrictions, including a ceasing of operations at one or
more facilities, enjoining and restraining certain violations of applicable law pertaining to our products, seizing our products, and/or assessing civil or criminal
penalties against our officers, employees or us. 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
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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.
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 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 and the United Kingdom
Bribery Act), sales to countries or persons subject to economic sanctions and other matters affecting our international operations. Violations of these laws are
punishable by criminal and/or civil sanctions, including, in some instances, fines, imprisonment and, within the U.S., exclusion from participation in government
healthcare programs, including Medicare, Medicaid and Veterans Administration health programs. These laws are administered by, among others, the DOJ, the
Office of Inspector General of the Department of Health and Human Services, the SEC, the OFAC, the Bureau of Industry and Security of the U.S. Department
of Commerce and state attorneys general.
If we fail to comply with data privacy and security laws and regulations, we could face substantial penalties and our business, operations and financial
condition could be adversely affected.
We process personal and personal health data in our business, particularly through our ZBEdge® ecosystem. In addition, some of our products and services
incorporate software or information technology that processes patient health data for treatment, maintenance and other purposes. Further, we obtain and process
personal data related to our employees, individual business partners (such as physicians and consultants), and website visitors located around the world. These
data and information-focused activities carry additional risk.
We are subject to laws and regulations that govern the collection, use, disclosure, transfer, storage, location, disposal, processing and protection of health-related,
personal and other information. The FDA has issued guidance to which we are subject concerning data security for medical devices. In addition to U.S. federal
laws and regulations, 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, biometric data and other
personal information. These laws and regulations may be more restrictive than, and not be preempted by, U.S. federal laws. 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 that may apply to
us, both because our operations are located in those countries and/or because we provide products and services to customers in those countries. In addition,
certain of our suppliers, partners, affiliates and associates are subject to privacy, security and breach notification regulations established under these and other
international, national, state and local laws. We, and certain of our suppliers, partners, affiliates and associates, are also subject to reporting requirements
relating to certain data breaches and cybersecurity events.
The interpretation and enforcement of the laws and regulations described above are uncertain and subject to change, and we expect to incur substantial costs to
monitor for and comply with changing and additional requirements. In addition, new and more stringent multinational, national and state privacy legislation and
regulations are likely to be adopted. We cannot predict all the jurisdictions in which new legislation, regulation or enforcement might arise, the scope of such
legislation, regulation and enforcement, or the potential impact to our business and operations of any such changes. Failure to comply with U.S. and
international data protection laws and regulations, and the disclosure of any data or related breach, could result in government enforcement actions (which could
include substantial civil and/or criminal penalties and injunctive relief), private litigation and/or adverse publicity and could have a material adverse impact on
our business, financial condition or results of operations.
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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 the 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, finances 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 other litigation, claims and other proceedings that arise
from time to time. 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 financial results in any particular period.
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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, complicate, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction, including those
that a stockholder might consider in its best interest, that might result in a premium over the market price for the shares held by our stockholders, or that 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 certain actions against us or on behalf of the Company. 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 this provision. 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 1C. Cybersecurity
Risk Management and Strategy
We have established a cybersecurity program intended to protect the confidentiality, integrity and availability of our systems, data and products in a manner
consistent with industry best practices and the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework. We are currently ISO 27001
certified for our surgery planning ecosystem and plan to continue to maintain this industry certification. We evaluate and monitor cybersecurity risk as part of
our overall enterprise risk management framework. Our cybersecurity program includes a variety of processes to assess, identify and manage risks from
cybersecurity threats arising from our own and third-party provided systems, including customized annual training requirements, simulation exercises, threat
monitoring and detection tools (including those using artificial intelligence and machine learning), threat containment methods, risk assessments, third-party
penetration testing and security requirements for our suppliers and other third parties. We assess third party cybersecurity controls through a cybersecurity
questionnaire and include security and privacy addenda to our contracts where applicable. We maintain separation of duties between our cybersecurity
organization and other IT functional areas as well as established roles that define the responsibility of the cybersecurity team within our organization.
Under our program, cybersecurity issues are analyzed by subject matter experts, including those in information security, information technology, risk, and other
areas to evaluate potential security, financial, operational, reputational and other risks, as well as to identify any potential data breaches or other cybersecurity
incidents. Matters involving potential data breaches and other cybersecurity incidents are considered against applicable escalation and notification requirements.
We monitor and periodically enhance our cybersecurity program, processes, techniques and procedures to combat evolving and adaptive cybersecurity threats.
We engage third parties to enhance and strengthen our cybersecurity program, to provide additional capabilities and support and to provide annual independent
assessments and evaluations of our cybersecurity program. Third parties
26
also provide managed services for incident response, proactive threat identification services, security architecture consulting, security remediation services,
patching and external audit services.
Like other large multi-national corporations, we regularly experience cybersecurity incidents, and we expect to continue to be subject to such incidents. To date,
there have not been any previous cybersecurity incidents that materially affected us. However, we are subject to ongoing risks from cybersecurity threats that
could materially affect us, including our business strategy, results of operations, or financial condition, as further described in Item 1A. Risk Factors - We and
our business partners are dependent on sophisticated information technology and if we fail to effectively maintain or protect our information systems and data,
including from cybersecurity events, our business could be adversely affected.
Governance
The Audit Committee of the Board of Directors oversees our cybersecurity program. It considers cybersecurity risk individually and within our overall risk
management framework. We obtain periodic assessments of our cybersecurity program from independent third party experts, the results of which assessments
are reported to the Audit Committee. Additionally, cybersecurity threats and incidents determined through our cybersecurity program to present potential
material impacts to our financial results, operations, and/or reputation are required to be immediately reported to the Audit Committee in accordance with our
escalation framework.
Our VP, IT Global Infrastructure (“ITGI”) leads our cybersecurity program through our global information security operations team and also leads our IT
Governance, Risk and Compliance and Incident Response functions. Our acting Chief Information Security Officer (“CISO”) leads our security operations
functions. Our CISO has over 10 years of experience in information technology security obtained in civilian and military roles and our ITGI has over 20 years
of experience in information technology and cybersecurity leadership obtained in civilian roles. As part of our cybersecurity program, our CISO and/or our
Chief Information and Technology Officer regularly report on cybersecurity matters to our Audit Committee. As of December 31, 2024, our Cybersecurity,
Risk and Compliance teams consisted of team members and contractors, many of whom have advanced degrees and cybersecurity-related industry certifications.
Under the direction of our ITGI and CISO, we monitor developments that could affect our long-term organizational cybersecurity strategy based on threats
globally and to continually enhance our cybersecurity program in response to such developments.
We have established processes providing for timely review of cybersecurity incidents by a cross-functional subcommittee of our Disclosure Committee to
evaluate such incidents for potential disclosure, and to ensure that the members of management responsible for overseeing the operation of our disclosure
controls and procedures are informed of such cybersecurity risks and incidents. This subcommittee consists of leading representatives from our information
security, accounting, legal and internal audit functions and may be supplemented by other subject matter experts depending on the nature of cybersecurity
incidents under review. The subcommittee meets on a periodic and ad hoc basis to receive reports about cybersecurity incidents and our cybersecurity program.
The subcommittee escalates certain cybersecurity incidents to the Disclosure Committee within our escalation framework. Additionally, our escalation
framework requires that any cybersecurity incidents determined to be material be immediately reported to the Audit Committee.
Item 2. Properties
We own or lease approximately 300 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. Internationally, our EMEA regional headquarters is in Switzerland and our Asia Pacific regional headquarters is in
Singapore.
We have approximately 25 manufacturing locations in the U.S. and internationally. Our most significant locations outside of the U.S. are in Switzerland,
Ireland, 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.
27
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.
28
PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market for the Registrant’s Common Equity and Related Stockholder Matters
Our common stock is traded on the New York Stock Exchange and the SIX Swiss Exchange under the symbol “ZBH.” As of February 10, 2025, there were
approximately 12,544 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.
The graph below shows the cumulative total stockholder return on our common stock compared to the S&P 500 Stock Index and the S&P 500 Health Care
Equipment Index. The chart assumes $100 was invested on December 31, 2019 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.
December 31,
Company/Index
2019
2020
2021
2022
2023
2024
Zimmer Biomet Holdings, Inc.
$
100.00 $
103.76 $
86.09 $
89.80 $
86.38 $
75.61
S&P 500 Stock Index
100.00
118.40
152.39
124.79
157.59
197.02
S&P 500 Health Care Equipment Index
100.00
117.63
140.40
113.92
124.22
137.81
Issuer Purchases of Equity Securities
The following table summarizes repurchases of common stock settled during the three months ended December 31, 2024:
29
Period
Total Number of
Shares Purchased
Average Price
Paid per Share
Total Number of Shares
Purchased as a Part of Publicly
Announced Program
Maximum Approximate Dollar Value of
Shares that may yet be
Purchased Under the Program
October 2024
554,874 $
104.62
554,874 $
1,249,999,420
November 2024
-
-
-
1,249,999,420
December 2024
-
-
-
1,249,999,420
Total
554,874 $
104.62
554,874 $
1,249,999,420
(1) In May 2024, our Board of Directors authorized a $2.0 billion share repurchase program effective May 29, 2024, with no expiration date.
Item 6. [Reserved]
(1)
(1)
30
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
On March 1, 2022, we completed the spinoff of our spine and dental businesses into ZimVie. The historical results of our spine and dental businesses have been
reflected as discontinued operations in our consolidated financial statements in our 2022 results through the date of the spinoff. See Note 3 to our consolidated
financial statements for additional information. The following discussion and analysis is presented on a continuing operations basis unless otherwise noted.
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. Amounts reported in millions within this Annual Report on Form 10-K are computed based on the actual amounts. As a
result, the sum of the components may not equal the total amount reported in millions due to rounding. In addition, certain columns and rows within tables may
not sum to the totals due to the use of rounded numbers. Percentages presented are calculated from the underlying unrounded amounts.
The following discussion, analysis and comparisons generally focus on the operating results for the years ended December 31, 2024 and 2023. Discussion,
analysis and comparisons of the years ended December 31, 2023 and 2022 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 Exhibit 99.1 to our Current Report on Form 8-K filed on August 7, 2024. The Current Report
on Form 8-K filed on August 7, 2024 was filed solely to recast financial information and related disclosures contained in our Annual Report on Form 10-K for
the year ended December 31, 2023 to reflect changes to the operating profit measures of our operating segments.
EXECUTIVE LEVEL OVERVIEW
2024 Financial Highlights
In 2024, our net sales increased 3.8 percent when compared to 2023. Net sales growth was driven by a combination of market growth, new product
introductions, positive price realization and commercial execution across the organization. These favorable items were negatively impacted by our transition in
July 2024 to a new enterprise resource planning ("ERP") software system for a significant portion of our U.S. and Canada sales and commercial operations. As a
result of this ERP implementation, we experienced operational challenges which affected our ability to fulfill certain customer orders. This disruption mostly
affected our U.S. net sales, but our International net sales were also impacted as shipments to our international affiliates were delayed. Shipping levels returned
to similar levels that existed prior to the implementation by the end of the year. For the full year 2024, we estimate this ERP implementation had less than a one
percent impact to our net sales. In addition, our net sales in 2024 were tempered by a negative 1.0 percent effect from changes in foreign currency exchange
rates.
Our net earnings were $903.8 million in 2024 compared to $1,024.0 million in 2023. The decline in net earnings was driven by higher favorable tax settlements
in 2023 compared to 2024, higher charges from our 2023 Restructuring Plan which was instituted at the end of 2023 and continued into 2024, including $84.6
million in employee termination benefits-related charges recognized in 2024, and higher intangible asset amortization. These unfavorable items were partially
offset by the net sales increase, savings from our 2023 Restructuring Plan and other initiatives, and lower research and development ("R&D") spending for initial
compliance with the European Union Medical Device Regulation ("EU MDR").
2025 Outlook (excludes any impacts from the proposed Paragon 28, Inc. acquisition)
We expect year-over-year revenue growth of 1.0 percent to 3.5 percent in 2025 to be driven by a combination of market growth, new product introductions and
commercial execution. Based on foreign currency exchange rates at the end of 2024, we expect foreign currency to negatively affect year-over-year net sales by
approximately 1.5 percent to 2.0 percent. We estimate operating profit will increase in 2025 when compared to 2024 due to higher net sales, leverage from fixed
operating expenses, ongoing savings from our restructuring plans and lower employee termination and other charges from our restructuring plans. However, we
estimate these favorable items may be partially offset by higher intangible asset amortization, higher net interest expense due to higher interest rates and a higher
estimated effective tax rate due to favorable 2024 adjustments that are not expected to recur.
31
RESULTS OF OPERATIONS
We review sales by two geographies, the United States and International, and by the following product categories: Knees; Hips; S.E.T. (Sports Medicine,
Extremities, Trauma, Craniomaxillofacial and Thoracic); and Technology & Data, Bone Cement and Surgical. This sales analysis differs from our reportable
operating segments, which are based upon our senior management organizational structure and how we allocate resources toward achieving operating profit
goals. We review sales by these geographies because the underlying market trends in any particular geography tend to be similar across product categories,
because we primarily sell the same products in all geographies and because many of our competitors publicly report in this manner. Our business is seasonal in
nature to some extent, as many of our products are used in elective surgical procedures, which typically decline during the summer months and can increase at
the end of the year once annual deductibles have been met on health insurance plans.
Net Sales by Geography
The following table presents net sales by geography and the percentage changes (dollars in millions):
Year Ended December 31,
2024
2023
2022
2024 vs. 2023
% Inc
2023 vs. 2022
% Inc
United States
$
4,439.0 $
4,288.8 $
4,012.4
3.5
%
6.9
%
International
3,239.6
3,105.4
2,927.5
4.3
6.1
Total
$
7,678.6 $
7,394.2 $
6,939.9
3.8
6.5
Net Sales by Product Category
The following table presents net sales by product category and the percentage changes (dollars in millions):
Year Ended December 31,
2024
2023
2022
2024 vs. 2023
% Inc
2023 vs. 2022
% Inc
Knees
$
3,173.5 $
3,038.4 $
2,778.3
4.4
%
9.4
%
Hips
1,999.1
1,967.2
1,894.9
1.6
3.8
S.E.T.
1,865.7
1,752.6
1,696.7
6.5
3.3
Technology & Data, Bone
Cement and Surgical
640.3
636.0
570.0
0.7
11.6
Total
$
7,678.6 $
7,394.2 $
6,939.9
3.8
6.5
The following table presents net sales by product category by geography for our Knees and Hips product categories (dollars in millions):
Year Ended December 31,
2024
2023
2022
2024 vs. 2023
% Inc
2023 vs. 2022
% Inc
Knees
United States
$
1,814.7 $
1,770.6 $
1,615.0
2.5
%
9.6
%
International
1,358.8
1,267.8
1,163.3
7.2
9.0
Total
$
3,173.5 $
3,038.4 $
2,778.3
4.4
9.4
Hips
United States
$
1,040.0 $
1,012.3 $
960.9
2.7
%
5.4
%
International
959.1
954.9
934.0
0.4
2.2
Total
$
1,999.1 $
1,967.2 $
1,894.9
1.6
3.8
Demand (Volume/Mix) Trends
Changes in volume and mix of product sales had a positive effect of 4.2 percent on year-over-year sales growth in 2024. Market growth and new product
introductions contributed positively to volume and mix trends, but were
32
partially offset by the operational challenges resulting from our ERP implementation. Market growth is being driven by an aging and active population,
technological advancements, and data showcasing positive clinical outcomes among other factors.
Pricing Trends
Global selling prices had a positive effect of 0.6 percent on year-over-year sales growth in 2024. The majority of countries in which we operate continue to
experience pricing pressure from local hospitals, health systems, and governmental healthcare cost containment efforts. However, we have had success in
offsetting negative effects of pricing pressure due to internal initiatives and being able to pass some inflationary impacts on to customers.
Foreign Currency Exchange Rates
In 2024, changes in foreign currency exchange rates had a negative effect of 1.0 percent on year-over-year sales.
Geography
The 3.5 percent net sales growth in the U.S. in 2024 when compared to 2023 was driven by market growth in our Knees, Hips and S.E.T. product categories.
However, net sales in the U.S. were negatively impacted by the implementation of our new ERP system which caused operational challenges in fulfilling
customer orders. Internationally, net sales increased by 4.3 percent in 2024 when compared to 2023. The 2024 International net sales increase was similarly
driven by market growth in most of our international markets, but volume increases were partially offset by the negative impacts of changes in foreign currency
exchange rates of 2.3 percent.
Product Categories
In 2024, our Knees and Hips net sales increased by 4.4 percent and 1.6 percent, respectively, when compared to 2023 due to market growth and new product
introductions. Changes in foreign currency exchange rates had negative effects of 0.8 percent and 1.4 percent on 2024 Knees and Hips net sales, respectively.
S.E.T. net sales increased by 6.5 percent in 2024 when compared to 2023. S.E.T. net sales growth was primarily driven by net sales growth in CMFT, sports
medicine and upper extremities products of 14.0 percent, 13.1 percent and 6.0 percent, respectively, partially offset by a 0.5 percent decline in net sales of
trauma products. Changes in foreign currency exchange rates had a negative effect of 0.6 percent on 2024 S.E.T. net sales. Technology & Data, Bone Cement
and Surgical product category net sales increased by 0.7 percent in 2024 when compared to 2023 primarily due to higher net sales for our ROSA robot in the
first half of the year, but was partially offset by the operational challenges from our ERP system implementation.
Expenses as a Percent of Net Sales
Year Ended December 31,
2024
2023
2022
2024 vs. 2023
Inc/(Dec)
2023 vs. 2022
Inc/(Dec)
Cost of products sold, excluding intangible
asset amortization
28.5 %
28.2 %
29.1 %
0.3 %
(0.9) %
Intangible asset amortization
7.7
7.6
7.6
0.1
-
Research and development
5.7
6.2
5.9
(0.5)
0.3
Selling, general and administrative
38.2
38.4
39.8
(0.2)
(1.4)
Goodwill and intangible asset impairment
-
-
4.2
-
(4.2)
Restructuring and other cost reduction
initiatives
2.9
2.1
2.8
0.8
(0.7)
Quality remediation
-
-
0.5
-
(0.5)
Acquisition, integration, divestiture and
related
0.3
0.3
0.2
-
0.1
Operating Profit
16.7
17.3
10.0
(0.6)
7.3
Cost of Products Sold and Intangible Asset Amortization
33
Cost of products sold, excluding intangible asset amortization, increased in both amount and as a percentage of net sales in 2024 compared to 2023. The
increase in amount was primarily due to a higher volume of net sales. The increase as a percentage of net sales was due to higher manufacturing costs from
inflation and other cost pressures. The manufacturing cost increase was partially offset by lower royalty expense, volume and mix shift to higher margin
products and markets, and improved pricing. The reduction in royalty expense was partially the result of agreements we entered into in 2023 to acquire
intellectual property through the buyout of certain licensing arrangements, which are recognized as intangible assets and result in additional intangible asset
amortization expense instead of royalty expense.
Intangible asset amortization expense increased in amount and as a percentage of net sales in 2024 when compared to 2023 due to acquisitions we made in 2024
and 2023, the buyout of certain royalty-related licensing agreements as described above and other technology-based asset purchases in 2024.
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 2024 and 2023 compared to the prior year:
Year Ended December 31,
2024
2023
Prior year gross margin
64.2 %
63.3 %
Impact from selling prices
0.2
(0.2)
Manufacturing costs
(1.2)
(0.1)
Volume, product and market mix and other
0.7
1.4
Inventory charges
0.1
(0.5)
Changes in foreign currency exchange rates
(0.1)
0.3
Intangible asset amortization
(0.1)
-
Current year gross margin
63.8 %
64.2 %
Operating Expenses
Research & development (“R&D”) expenses decreased in both amount and as a percentage of net sales in 2024 compared to 2023. The decreases were driven
by lower spending on our initial compliance with the EU MDR as we continue to make progress on the approvals of our products, and savings from our 2023
Restructuring Plan.
Selling, general & administrative (“SG&A”) expenses increased in amount, but decreased as a percentage of net sales in 2024 compared to 2023. The increase
in expenses was due to selling and distribution costs that are variable expenses which increase as net sales increase. In addition, SG&A expense increased due to
higher bad debt-related charges driven by a bankruptcy at a significant U.S. healthcare system, higher instrument-related costs due to new product introductions,
higher litigation-related charges, a gain recognized in 2023 from the sale of an asset which did not recur in 2024, and higher spending on various strategic
initiatives. These higher expenses were partially offset by savings from our 2023 Restructuring Plan and lower performance-related expenses. The decline in
SG&A expenses as a percentage of net sales was due to many of our SG&A expenses being fixed costs that do not change as net sales increase.
In December of each of 2023, 2021 and 2019, we initiated global restructuring programs (the “2023 Restructuring Plan,” the “2021 Restructuring Plan” and the
“2019 Restructuring Plan,” respectively). We also have other cost reduction and optimization initiatives that have the goal of reducing costs across the
organization. We recognized expenses of $219.0 million and $151.9 million in 2024 and 2023, respectively, primarily related to employee termination benefits,
sales agent contract terminations, and consulting and project management expenses associated with these programs. The expenses were higher in 2024
compared to 2023 primarily due to additional expenses related to the 2023 Restructuring Plan that had just been initiated at the end of 2023 and additional
expenses related to our U.S. and Canada ERP implementation. For more information regarding these expenses, see Note 5 to our consolidated financial
statements.
Acquisition, integration, divestiture and related expenses increased in 2024 when compared to 2023 due to the acquisitions made in 2024 as well as the fact that
the 2023 acquisitions only had a partial year of integration costs in 2023.
34
Other Expense, net, Interest Expense, net, and Income Taxes
In 2024, we incurred a loss of $31.1 million in our other expense, net compared to a loss of $9.3 million in 2023. The year-over-year change was primarily due
to higher losses on debt and equity security investments in 2024 when compared to 2023.
Interest expense, net, increased in 2024 when compared to 2023, primarily from higher average debt balances, higher interest rates on new debt issued in 2024
that replaced debt that matured and higher losses incurred on our fixed-to-variable interest rate swaps in 2024.
Our effective tax rate (“ETR”) on earnings from continuing operations before income taxes was 12.7 percent and 4.0 percent for the years ended December 31,
2024 and 2023, respectively. In 2024, the ETR was primarily driven by the foreign rate differential as our foreign locations have lower corporate income tax
rates and net favorable impact of changes to unrecognized tax benefits. In 2023, the ETR was primarily driven by net favorable impact of changes to
unrecognized tax benefits.
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 continued adoption of Pillar Two proposals which began to take effect in
2024; the outcome of various federal, state and foreign audits, appeals, and litigation; and the expiration of certain statutes of limitations. Currently, we cannot
reasonably estimate the impact of all these items on our financial results.
See Note 17 to our consolidated financial statements for additional information on our income taxes.
Segment Operating Profit
Segment Profit as a
Net Sales
Segment Profit
Percentage of Net Sales
Year Ended December 31,
Year Ended December 31,
Year Ended December 31,
(dollars in millions)
2024
2023
2022
2024
2023
2022
2024
2023
2022
Americas
$ 4,794.8 $ 4,624.1
$ 4,295.5
$
2,577.
0 $
2,487.
1
$
2,282.
4
53.7 % 53.8 % 53.1 %
EMEA
1,691.1
1,592.4
1,456.5
585.8
538.2
416.1
34.6
33.8
28.6
Asia Pacific
1,192.8
1,177.7
1,187.8
457.6
432.3
429.1
38.4
36.7
36.1
Americas
In the Americas, operating profit increased, but operating profit as a percentage of net sales slightly decreased, in 2024 compared to 2023. The increase in
operating profit in 2024 was primarily due to higher net sales driven by market growth and new product introductions, coupled with lower royalty expense as a
result of agreements we entered into in 2023 to acquire intellectual property through the buyout of certain licensing arrangements. However, operating profit as
a percentage of net sales decreased slightly due to investments in instruments to support new product introductions and higher bad debt-related charges in 2024.
EMEA
In EMEA, operating profit and operating profit as a percentage of net sales increased in 2024 when compared to 2023. The increases were due to higher net
sales driven by market growth and improved pricing, lower excess and obsolete inventory charges, reduced royalty expense as a result of agreements we entered
into in 2023 to acquire intellectual property through the buyout of certain licensing arrangements, and lower expenses driven by our 2023 Restructuring Plan and
cost savings initiatives.
Asia Pacific
In Asia Pacific, operating profit and operating profit as a percentage of net sales increased in 2024 when compared to 2023. The increases were due to higher net
sales driven by market growth and improved pricing, reduced royalty expense as a result of agreements we entered into in 2023 to acquire intellectual property
through the buyout of certain licensing arrangements, and lower expenses driven by our 2023 Restructuring Plan and cost savings initiatives.
35
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2024, we had $525.5 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 June 27, 2025, and $1.5 billion available under a five-year revolving facility that matures on June 28, 2029. The terms of the
364-day revolving credit agreement and the five-year revolving facility are described further in Note 13 to our consolidated financial statements.
We believe that cash flows from operations, our cash and cash equivalents on hand, 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, 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 from continuing operations were $1,499.4 million in 2024 compared to $1,581.6 million in 2023. The decrease in
2024 was primarily due to a higher volume of accounts payable payments near the end of 2024 relative to 2023 as well as higher bonus, income tax and
restructuring-related payments. These unfavorable items were partially offset by lower inventory investments in 2024 when compared to 2023.
Cash flows used in investing activities from continuing operations were $888.1 million in 2024 compared to $778.9 million in 2023. Instrument and property,
plant and equipment additions reflected ongoing investments in our product portfolio, including new product introductions, optimization of our manufacturing
and logistics networks, and investments in ERP software. The decline in property, plant and equipment additions in 2024 when compared to 2023 was driven
by lower ERP software spend as that project is getting implemented, in addition to 2023 including investment in a corporate aircraft which did not recur in 2024.
In addition, in 2024 we paid $276.3 million related to acquisitions and $153.0 million to acquire the ownership rights or gain access to various technologies that
were recognized as intangible assets.
Cash flows used in financing activities from continuing operations were $484.5 million in 2024 compared to $763.5 million in 2023. In 2024, we issued senior
notes for $1,436.3 million and used the proceeds, along with cash on hand, to repurchase $868.0 million of our common stock, redeem $850.0 of our senior
notes and repay a net $50.0 million under an uncommitted credit facility. In 2023, we used the proceeds from draws on our existing credit facilities, along with
cash on hand, to repurchase $692.2 million of our common stock. In 2023, we issued senior notes for $499.8 million and used those proceeds to repay amounts
outstanding under our existing credit facilities and for general corporate purposes, such that we repaid a net $325.0 million on our various revolving credit
facilities and $120.2 million of other debt obligations that were due in the first quarter of 2023.
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, 2024, $436.8 million of our cash and cash equivalents were held in jurisdictions outside of the U.S. Of this amount, $59.3 million is
denominated in U.S. Dollars and, therefore, bears no foreign currency translation risk. The remaining amount is denominated in currencies of the various
countries where we operate. As discussed in Note 17 to our consolidated financial statements, we generally intend to limit distributions such that they would not
result in significant U.S. tax costs.
Material Cash Requirements from Known Contractual and Other Obligations
At December 31, 2024, we had outstanding debt of $6,204.6 million, of which $863.0 million was classified as current debt that matures on April 1, 2025. We
believe we can satisfy these debt obligations with cash generated from our operations, by issuing new debt and/or by borrowing on our committed revolving
credit facilities.
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.
36
In January 2025, we entered into a definitive agreement to acquire all outstanding shares of Paragon 28, Inc (“Paragon 28”). The proposed transaction will
require initial consideration of approximately $1.2 billion to be paid at closing, which is expected to occur in the first half of 2025. We expect to fund the
proposed transaction through a combination of cash on hand and other available debt financing sources. See Note 22 to our consolidated financial statements for
additional information related to this proposed transaction.
In February 2025, we issued senior notes with aggregate principal amounts of $600 million of 4.700% notes due 2027 (“2027 Notes”), $550 million of 5.050%
notes due 2030 (“2030 Notes”), and $600 million of 5.500% notes due 2035 (“2035 Notes”). We intend to use the net proceeds from these notes, together with
cash on hand or other immediately available funds, to pay the consideration, fees, and expenses for the Paragon 28 acquisition. We further intend to use a
portion of the proceeds of the 2027 Notes for general corporate purposes, which may include the repayment of other indebtedness (which could include the
repayment of our 3.550% notes due April 1, 2025), share repurchases, financing capital commitments and financing future acquisitions. If we fail to
consummate the Paragon 28 acquisition either (i) prior to November 28, 2025 (as such date may be extended in accordance with the terms of the Paragon 28
merger agreement and the supplemental indenture governing the 2030 Notes and the 2035 Notes); or (ii) due to the termination of Paragon 28 merger agreement
pursuant to its terms, then we will be obligated to redeem all of the 2030 notes and the 2035 notes on the special mandatory redemption date at a redemption
price equal to 101% of the principal amount of such series of notes, plus accrued and unpaid interest to, but excluding, the special mandatory redemption date.
In March, May, August and December 2024, 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 May 2024, our Board of Directors authorized a $2.0 billion share repurchase program effective May 29, 2024, with no expiration date. In 2024, we executed
share repurchases under this new repurchase program as well as a previous program in an aggregate amount of $868.0 million to return cash to investors as well
as to limit ownership dilution from the issuance of common stock under our share-based compensation programs and in connection with our acquisition of
Embody, Inc. As of December 31, 2024, $1,250.0 million remained authorized under this program.
As discussed in Note 5 to our consolidated financial statements, we are executing on a 2023 Restructuring Plan, a 2021 Restructuring Plan and a 2019
Restructuring Plan. The 2023 Restructuring Plan along is expected to result in total pre-tax charges of approximately $120 million by the end of 2025, of which
$114 million was incurred through December 31, 2024. We expect to reduce gross annual pre-tax operating expenses by $175 million to $200 million relative to
the 2023 baseline expenses by the end of 2025 as program benefits under the 2023 Restructuring Plan are realized. The 2021 Restructuring Plan was completed
by the end of 2024, resulting in $169 million of total pre-tax charges. We estimate gross annual pre-tax operating expenses were reduced by approximately $190
million relative to the 2021 baseline expenses by the end of 2024. The 2019 Restructuring Plan is expected to result in total pre-tax restructuring charges of
approximately $400 million by the end of 2025, of which $368 million was incurred through December 31, 2024. In our original estimates, we expected to
reduce gross annual pre-tax operating expenses by approximately $180 million to $280 million relative to the 2019 baseline expenses by the end of 2023 as
benefits under the 2019 Restructuring Plan were realized. Our latest estimates indicate that we will be near the low end of that range, and the full benefits will
not be realized until we complete the closure of a manufacturing facility, which is expected to occur in 2025.
As discussed in Note 17 to our consolidated financial statements, the IRS has issued proposed adjustments for years 2013 through 2015 and for years 2016
through 2019. 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 $154.6 million liability remaining from a one-time tax on the mandatory deemed repatriation of post-1986
untaxed foreign earnings and profits (“transition tax”) for the deemed repatriation of unremitted foreign earnings. As of December, 31, 2024, $68.7 million and
$85.9 million of this amount is recorded in current income tax liabilities and non-current income tax liabilities, respectively, on our consolidated balance sheet.
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 $156.4 million as of December 31, 2024. However,
37
litigation is inherently uncertain, and upon resolution of any of these uncertainties, we may incur charges in excess of these estimates, and may in the future
incur other material judgments or enter into other material settlements of claims. 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 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 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 related to these agreements
could range from $0 to $325 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 numerous 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.
38
Commitments and Contingencies - We are involved in various ongoing proceedings, legal actions and claims, including product liability, intellectual property,
stockholder matters, tax disputes, commercial disputes, employment matters, whistleblower and qui tam claims and investigations, governmental proceedings
and investigations, and other legal matters that arise in the normal course of our business. 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.
We have four reporting units with goodwill assigned to them. During our annual goodwill impairment testing in the fourth quarter of 2024, for the three
reporting units we quantitatively tested their estimated fair values exceeded their carrying values by more than 30 percent. We estimated the fair value of these
reporting units using the 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 determined from other businesses that are similar to our reporting unit. We performed a qualitative test on the other reporting unit and concluded it
was more likely than not the fair value of this reporting unit exceeded its carrying value.
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.
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. 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. See Note 15 to our consolidated financial
statements for further details on our foreign currency exchange risk exposure and management.
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
39
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, 2024 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 $85
million to an increase of approximately $84 million before income taxes in periods through June 2027.
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 $1,950.5 million at December 31,
2024.
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, 2024, 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.
40
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.
41
Item 8. Financial Statements and Supplementary Data
Zimmer Biomet Holdings, Inc.
Index to Consolidated Financial Statements
Financial Statements:
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)
42
Consolidated Statements of Earnings for the Years Ended December 31, 2024, 2023 and 2022
44
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023 and 2022
45
Consolidated Balance Sheets as of December 31, 2024 and 2023
46
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022
47
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022
48
Notes to Consolidated Financial Statements
49
42
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, 2024
and 2023, 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, 2024, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the
period ended December 31, 2024 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 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, 2024, 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
43
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 matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or
required to be communicated to the audit committee and that (i) relates 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 matter below, providing a separate opinion on the
critical audit matter or on the accounts or disclosures to which it relates.
Tax Liabilities for Certain 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 with a
consolidated balance of $241.4 million as of December 31, 2024. The calculation of certain of the Company’s estimated tax liabilities, representing a majority of
the consolidated balance, involves dealing with uncertainties in the application of complex tax laws and regulations in numerous 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 certain unrecognized tax benefits is a critical audit
matter are (i) the significant judgment by management when determining the tax liabilities for certain unrecognized tax benefits due to a high degree of
estimation uncertainty related to management’s application of complex tax laws and regulations, the result of income tax audits, and potential for significant
adjustments as a result of such audits; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate the timely
identification and accurate measurement of tax liabilities for certain unrecognized tax benefits and evaluating audit evidence available to support the estimates;
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 the identification and accurate measurement of tax liabilities for
unrecognized tax benefits, including controls addressing the completeness of the tax liabilities. These procedures also included, among others, (i) evaluating the
accuracy of the measurement of tax liabilities for certain unrecognized tax benefits by testing certain information used in the calculation of tax liabilities for
certain 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 certain unrecognized tax benefits; and (iii) evaluating the status and results of income tax audits related to
certain unrecognized tax benefits with the relevant tax authorities. Professionals with specialized skill and knowledge were used to assist in evaluating
management’s application of complex tax laws and regulations in various jurisdictions and assessing the reasonableness of certain of the Company’s tax
positions.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 25, 2025
We have served as the Company’s auditor since 2000.
44
ZIMMER BIOMET HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(in millions, except per share amounts)
For the Years Ended December 31,
2024
2023
2022
Net Sales
$
7,678.6 $
7,394.2 $
6,939.9
Cost of products sold, excluding intangible asset amortization
2,191.2
2,083.8
2,019.5
Intangible asset amortization
591.9
561.5
526.8
Research and development
437.4
458.7
406.0
Selling, general and administrative
2,929.8
2,838.9
2,761.7
Goodwill and intangible asset impairment
-
-
292.8
Restructuring and other cost reduction initiatives
219.0
151.9
191.6
Quality remediation
-
-
33.8
Acquisition, integration, divestiture and related
23.6
21.7
11.4
Operating expenses
6,392.9
6,116.5
6,243.6
Operating Profit
1,285.7
1,277.7
696.3
Other expense, net
(31.1)
(9.3)
(128.0)
Interest expense, net
(218.0)
(201.2)
(164.8)
Earnings from continuing operations before income taxes
1,036.6
1,067.3
403.5
Provision for income taxes from continuing operations
131.4
42.2
112.3
Net Earnings from Continuing Operations
905.2
1,025.1
291.2
Less: Net earnings attributable to noncontrolling interest
1.5
1.1
1.0
Net Earnings from Continuing Operations of Zimmer Biomet Holdings, Inc.
903.8
1,024.0
290.2
Loss from Discontinued Operations, Net of Tax
-
-
(58.8)
Net Earnings of Zimmer Biomet Holdings, Inc.
$
903.8 $
1,024.0 $
231.4
Basic Earnings Per Common Share
Earnings from Continuing Operations
$
4.45 $
4.91 $
1.38
Loss from Discontinued Operations
-
-
(0.28)
Basic Earnings Per Common Share
$
4.45 $
4.91 $
1.10
Diluted Earnings Per Common Share
Earnings from Continuing Operations
$
4.43 $
4.88 $
1.38
Loss from Discontinued Operations
-
-
(0.28)
Diluted Earnings Per Common Share
$
4.43 $
4.88 $
1.10
Weighted Average Common Shares Outstanding
Basic
203.1
208.7
209.6
Diluted
203.9
209.7
210.3
The accompanying notes are an integral part of these consolidated financial statements.
45
ZIMMER BIOMET HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
For the Years Ended December 31,
2024
2023
2022
Net Earnings of Zimmer Biomet Holdings, Inc.
$
903.8
$
1,024.0
$
231.4
Other Comprehensive Loss:
Foreign currency cumulative translation adjustments, net of tax
(79.6 )
9.9
(123.3 )
Unrealized cash flow hedge gains, net of tax
94.8
71.1
83.5
Reclassification adjustments on hedges, net of tax
(69.9 )
(77.4 )
(46.0 )
Adjustments to prior service cost and unrecognized actuarial
assumptions, net of tax
(17.1 )
(15.3 )
77.0
Total Other Comprehensive Loss
(71.8 )
(11.7 )
(8.8 )
Comprehensive Income Attributable to Zimmer Biomet Holdings, Inc.
$
832.0
$
1,012.3
$
222.6
The accompanying notes are an integral part of these consolidated financial statements.
46
ZIMMER BIOMET HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except per share amounts)
As of December 31,
2024
2023
ASSETS
Current Assets:
Cash and cash equivalents
$
525.5
$
415.8
Accounts receivable, less allowance for credit losses
1,480.7
1,442.4
Inventories
2,235.3
2,385.2
Prepaid expenses and other current assets
430.1
366.1
Total Current Assets
4,671.5
4,609.5
Property, plant and equipment, net
2,048.8
2,060.4
Goodwill
8,951.1
8,818.5
Intangible assets, net
4,598.4
4,856.4
Other assets
1,095.5
1,152.1
Total Assets
$
21,365.3
$
21,496.9
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable
$
194.6
$
410.6
Other current liabilities
1,393.3
1,546.9
Current portion of long-term debt
863.0
900.0
Total Current Liabilities
2,450.9
2,857.4
Deferred income taxes, net
352.5
357.6
Other long-term liabilities
744.1
925.8
Long-term debt
5,341.6
4,867.9
Total Liabilities
8,889.1
9,008.7
Commitments and Contingencies (Note 21)
Stockholders' Equity:
Common stock, $0.01 par value, one billion shares authorized,
317.5 million (316.2 million in 2023) issued
3.2
3.2
Paid-in capital
10,038.1
9,846.1
Retained earnings
11,095.3
10,384.5
Accumulated other comprehensive loss
(262.8)
(191.0)
Treasury stock, 118.4 million shares (110.6 million shares in 2023)
(8,405.7)
(7,562.3)
Total Zimmer Biomet Holdings, Inc. stockholders' equity
12,468.1
12,480.5
Noncontrolling interest
8.1
7.7
Total Stockholders' Equity
12,476.2
12,488.1
Total Liabilities and Stockholders' Equity
$
21,365.3
$
21,496.9
The accompanying notes are an integral part of these consolidated financial statements.
47
ZIMMER BIOMET HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in millions, except per share amounts)
Zimmer Biomet Holdings, Inc. Stockholders
Accumulate
d
Other
Total
Common Shares
Paid-in
Retained
Comprehen
sive
Treasury Shares
Noncontroll
ing
Stockholders'
Number
Amount
Capital
Earnings
(Loss)
Income
Number
Amount
Interest
Equity
Balance January 1, 2022
312.8
$
3.1
$
9,314.8
$
10,292.2
$
(231.6 )
(103.8 )
$
(6,717.8 )
$
5.7
$
12,666.4
Net earnings
-
-
-
231.4
-
-
-
1.0
232.4
Other comprehensive loss
-
-
-
-
(8.8 )
-
-
-
(8.8 )
Cash dividends declared
($0.96 per share)
-
-
-
(201.3 )
-
-
-
-
(201.3 )
Reclassifications of net
investment hedges
-
-
-
-
25.9
-
-
-
25.9
Spinoff of ZimVie Inc.
-
-
-
(763.4 )
35.2
-
-
-
(728.2 )
Stock compensation plans
1.0
-
189.6
0.4
-
-
0.6
-
190.6
Share repurchases
-
-
-
-
(1.0 )
(150.0 )
-
(150.0 )
Balance December 31, 2022
313.8
3.1
9,504.4
9,559.3
(179.3 )
(104.8 )
(6,867.2 )
6.7
12,027.0
Net earnings
-
-
-
1,024.0
-
-
-
1.1
1,025.1
Other comprehensive loss
-
-
-
-
(11.7 )
-
-
-
(11.7 )
Cash dividends declared
($0.96 per share)
-
-
-
(200.1 )
-
-
-
-
(200.1 )
Stock compensation plans
1.2
-
193.6
1.3
-
-
1.0
-
195.8
Embody, Inc acquisition
consideration
1.2
0.1
150.4
-
-
-
-
-
150.5
Share repurchases
-
-
(2.3 )
-
-
(5.8 )
(696.1 )
-
(698.4 )
Balance December 31, 2023
316.2
3.2
9,846.1
10,384.5
(191.0 )
(110.6 )
(7,562.3 )
7.7
12,488.1
Net earnings
-
-
-
903.8
-
-
-
1.5
905.3
Other comprehensive loss
-
-
-
-
(71.8 )
-
-
-
(71.8 )
Cash dividends declared
($0.96 per share)
-
-
-
(194.4 )
-
-
-
-
(194.4 )
Cash dividends to
noncontrolling interest
-
-
-
-
-
-
-
(1.0 )
(1.0 )
Stock compensation plans
1.1
-
168.6
1.4
-
-
1.4
-
171.4
Embody, Inc acquisition
consideration
0.2
-
23.4
-
-
-
-
-
23.4
Share repurchases
-
-
-
-
-
(7.8 )
(844.8 )
-
(844.8 )
Balance December 31, 2024
317.5
$
3.2
$
10,038.1
$
11,095.3
$
(262.8 )
(118.4 )
$
(8,405.7 )
$
8.1
$
12,476.2
The accompanying notes are an integral part of these consolidated financial statements.
48
ZIMMER BIOMET HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
For the Years Ended December 31,
2024
2023
2022
Cash flows provided by (used in) operating activities from continuing operations:
Net earnings from continuing operations
$
905.2
$
1,025.1
$
291.2
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Depreciation and amortization
996.3
951.7
926.4
Share-based compensation
101.0
99.8
105.0
Goodwill and intangible asset impairment
-
-
292.8
(Gain) loss on investment in ZimVie Inc.
-
(2.5 )
116.6
Deferred income tax benefit
(47.7 )
(96.3 )
(64.4 )
Changes in operating assets and liabilities, net of acquired assets and liabilities
Income taxes
(158.6 )
(73.8 )
(152.9 )
Receivables
(89.7 )
(51.9 )
(184.7 )
Inventories
49.9
(240.4 )
(75.6 )
Accounts payable and accrued liabilities
(322.0 )
(55.3 )
103.0
Other assets and liabilities
65.0
25.2
(1.2 )
Net cash provided by operating activities from continuing operations
1,499.4
1,581.6
1,356.2
Cash flows provided by (used in) investing activities from continuing operations:
Additions to instruments
(240.3 )
(311.7 )
(258.3 )
Additions to other property, plant and equipment
(203.8 )
(291.1 )
(187.9 )
Net investment hedge settlements
22.1
33.4
89.4
Acquisition of intangible assets
(153.0 )
(103.4 )
(29.7 )
Business combination investments, net of acquired cash
(276.3 )
(134.9 )
(99.8 )
Other investing activities
(36.9 )
28.8
(35.7 )
Net cash used in investing activities from continuing operations
(888.1 )
(778.9 )
(522.0 )
Cash flows provided by (used in) financing activities from continuing operations:
Net (payments) proceeds on revolving facilities
(50.0 )
(325.0 )
375.0
Proceeds from senior notes
1,436.3
499.8
-
Redemption of senior notes
(850.0 )
(86.3 )
(1,275.8 )
Proceeds from term loan
-
-
83.0
Payments on term loans
-
(33.9 )
(242.9 )
Dividends paid to stockholders
(196.0 )
(200.9 )
(201.2 )
Proceeds from employee stock compensation plans
82.1
101.1
78.1
Distribution from ZimVie, Inc.
-
-
540.6
Business combination contingent consideration payments
(3.5 )
(10.3 )
-
Debt issuance costs
(13.0 )
(5.8 )
(1.6 )
Repurchase of common stock
(868.0 )
(692.2 )
(126.4 )
Other financing activities
(22.4 )
(10.1 )
(4.5 )
Net cash used in financing activities from continuing operations
(484.5 )
(763.5 )
(775.7 )
Cash flows used in discontinued operations:
Net cash used in operating activities
-
-
(71.5 )
Net cash used in investing activities
-
-
(7.2 )
Net cash used in financing activities
-
-
(68.1 )
Net cash used in discontinued operations
-
-
(146.8 )
Effect of exchange rates on cash and cash equivalents
(17.1 )
0.9
(14.5 )
Increase (decrease) in cash and cash equivalents
109.7
40.1
(102.8 )
Cash and cash equivalents, beginning of year
415.8
375.7
478.5
Cash and cash equivalents, end of year
$
525.5
$
415.8
$
375.7
The accompanying notes are an integral part of these consolidated financial statements.
49
ZIMMER BIOMET HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.
Business
We design, manufacture and market orthopedic reconstructive products; sports medicine, biologics, extremities and trauma products; craniomaxillofacial and
thoracic products; surgical products; and a suite of integrated digital and robotic technologies that leverage data, data analytics and artificial intelligence. 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.
We reclassified certain prior year amounts to conform to the current year presentation.
Spinoff - On March 1, 2022, we completed the previously announced separation of our spine and dental businesses into a new public company through the
distribution by Zimmer Biomet Holdings of 80.3% of the outstanding shares of common stock of ZimVie Inc. (“ZimVie”) to Zimmer Biomet Holding’s
stockholders. We disposed of our remaining shares of ZimVie in February 2023. The historical results of our spine and dental businesses that were contributed to
ZimVie in the spinoff have been reflected as discontinued operations in our consolidated financial statements through the date of the spinoff in 2022 as the
spinoff represented a strategic shift in our business that had a major effect on operations and financial results. The disclosures presented in our notes to the
consolidated financial statements are presented on a continuing operations basis.
2.
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. Amounts reported in millions within these notes to the
consolidated financial statements are computed based on the actual amounts. As a result, the sum of the components may not equal the total amount reported in
millions due to rounding. In addition, certain columns and rows within tables may not sum to the totals due to the use of rounded numbers. Percentages
presented are calculated from the underlying unrounded amounts.
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. Such estimates include, but are 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, the
recoverability of other long-lived assets and unrecognized tax benefits. 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 $288.3 million, $272.7 million and
$254.4 million for the years ended December 31, 2024, 2023 and 2022, 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
50
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 used 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. The majority of these
expenses were related to consultants who helped 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 2023, 2021 and 2019, we approved separate global restructuring programs intended to further reduce costs and to reorganize our global operations.
Restructuring charges for the years ended December 31, 2024, 2023 and 2022 were attributable to these programs. See Note 5 for additional information
regarding these restructuring programs.
We have also initiated other cost reduction and optimization projects that have the goal of reducing costs across the organization. Costs related to these projects
are included in our “Restructuring and other cost reduction initiatives” financial statement line item.
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:
•
Consulting and professional fees related to third-party integration 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.
•
Employee termination benefits related to terminating employees with overlapping responsibilities in various areas of our business.
•
Dedicated project personnel expenses which include the salary, benefits, travel expenses and other costs directly associated with employees who are
100 percent dedicated to our integration of acquired businesses and employees who have been notified of termination, but are continuing to work on
transferring their responsibilities.
•
Contract termination expenses related to terminated contracts, primarily with sales agents and distribution agreements.
•
Changes to our contingent consideration liabilities related to our mergers and acquisitions.
•
Other various expenses to relocate facilities, integrate information technology, losses incurred on assets resulting from the applicable acquisition,
and other various expenses.
•
Income and expenses related to providing ZimVie certain services after the separation date.
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, 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 $93.2 million and
$75.1 million as of December 31, 2024 and 2023, respectively.
51
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.
Software Costs - We capitalize certain computer software and software development costs incurred in connection with developing or obtaining computer
software for internal use when both the preliminary project stage is completed and it is probable that the software will be used as intended. Capitalized software
costs generally include external direct costs of materials and services utilized in developing or obtaining computer software and compensation and related
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 ten 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.
Instruments - Instruments are hand-held devices used by surgeons during total joint replacement and other surgical procedures. Instruments are recognized as
long-lived assets and are included in property, plant and equipment. Undeployed instruments are carried at cost or net 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. 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 forecasted net sales, revenue 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 reporting 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 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.
52
Intangible assets with an indefinite life, including certain 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 asset 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 numerous 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.
53
Accumulated Other Comprehensive Income (Loss) – Accumulated other comprehensive income (loss) (“AOCI”) refers to gains and losses that under GAAP 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.
Other Expense, Net - Other expense, net includes gains/(losses) on changes in fair value of our investments, gains/(losses) on remeasurement of monetary assets
and liabilities denominated in a currency other than an subsidiary's functional currency and the related gains/(losses) on derivative instruments that are not
designated as hedging instruments that we use to manage the currency exposures of these assets and liabilities, certain components of pension expense, and other
non-operating gains/(losses). In the years ended December 31, 2023 and 2022, we recognized a gain of $2.5 million and a loss of $116.6 million, respectively,
related to our investment in ZimVie. We disposed of our remaining shares of ZimVie in February 2023. In the years ended December 31, 2024, 2023 and 2022,
we recognized losses on our investments in other debt and equity securities of $42.1 million, $18.5 million and $19.4 million, respectively.
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 has not been provided as it is not significant to our consolidated financial statements.
Accounting Pronouncements Recently Adopted
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable
Segment Disclosures, which is an amendment to ASC Topic 280 - Segment Reporting. The ASU requires more detailed and disaggregated segment information,
including the disclosure of significant segment expense categories and amounts for each reportable segment. The ASU also requires certain annual disclosures to
also be made in interim periods. We adopted the guidance effective for this report for the fiscal year ended December 31, 2024, and have retrospectively
included any additional disclosures in the previous periods included in this report. See Note 19 for the segment disclosure.
Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which is an amendment to topic ASC 740 - Income Taxes. The
ASU improves the transparency of income tax disclosures by requiring greater disaggregated information about an entity’s effective tax rate reconciliation and
requiring additional disclosures and disaggregation of income taxes, among other amendments to improve the effectiveness of income tax disclosures. The ASU
is effective for fiscal years beginning after December 15, 2024. The guidance will be applied prospectively with an option to apply the guidance retrospectively.
We will adopt this ASU for fiscal year ending December 31, 2025. We are currently evaluating the impact this ASU will have on our financial statements and
disclosures.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which is an amendment to topic ASC 220 - Comprehensive
Income. The ASU improves financial reporting by requiring disclosure of additional information about specific expense categories included in the expense
captions presented on the income statement as well as disclosures about selling expenses. The ASU is effective for fiscal years beginning after December 15,
2026, and interim periods for fiscal years beginning after December 15, 2027. The guidance will be applied prospectively with an option to apply the guidance
retrospectively. Early adoption of this ASU is permitted. We are currently evaluating the impact this ASU will have on our financial statements and disclosures.
3.
Discontinued Operations and Related ZimVie Matters
On March 1, 2022, we completed the previously announced separation of our spine and dental businesses through the distribution of 80.3% of the outstanding
shares of common stock of ZimVie to our stockholders at the close of business on February 15, 2022 (the “Record Date”).
54
At separation, ZimVie paid us $540.6 million in the form of a dividend which is included in our cash flows from financing activities in the consolidated
statements of cash flows. We used proceeds from the dividend, along with cash on hand and proceeds from a draw on our revolving credit facility, to repay
senior notes due in 2022 which had an outstanding principal balance of $750.0 million.
In connection with the spinoff, we entered into definitive agreements with ZimVie that, among other things, set forth the terms and conditions of the separation
and distribution. These agreements include a Transition Services Agreement (the “TSA”), a Transition Manufacturing and Supply Agreement (the “TMA”), a
Reverse Transition Manufacturing and Supply Agreement (the “Reverse TMA”), and various other agreements each dated as of March 1, 2022. Most TSA and
TMA services were completed as of December 31, 2024. We recognized any gains or losses from the TSA and TMA agreements in Acquisition, integration,
divestiture and related expense in our consolidated statements of earnings. Amounts included in the consolidated statements of earnings related to these
agreements for the years ended December 31, 2024, 2023 and 2022 were immaterial.
We initially retained approximately 5.1 million common shares of ZimVie, representing approximately 19.7 percent of ZimVie's outstanding common shares on
the separation date. We disposed of these shares in February 2023. Changes to the fair value of the investment were recognized in non-operating other expense,
net. In the years ended December 31, 2023 and 2022, we recognized a gain of $2.5 million and a loss of $116.6 million, respectively, related to our investment
in ZimVie.
On August 31, 2022, we borrowed an aggregate principal amount of $83.0 million under a short-term credit agreement (the “Short-Term Term Loan”) with a
third-party financial institution, the proceeds of which were used to repay certain of our existing indebtedness. On September 1, 2022, we entered into a forward
exchange agreement and pledge agreement (collectively the “Forward Exchange Agreement”) with the same financial institution to deliver to them our 5.1
million shares of ZimVie common stock in the first quarter of 2023. We pledged our 5.1 million shares of ZimVie common stock to the financial institution as
collateral for our obligations under the Short-Term Term Loan and the Forward Exchange Agreement.
In February 2023, we repaid in full the Short-Term Term Loan by transferring our ZimVie common shares to the financial institution counterparty to settle the
Forward Exchange Agreement and by paying $33.9 million in cash, representing an amount determined by the difference between the average daily volume-
weighted average price of the ZimVie shares over the outstanding term of the Forward Exchange Agreement and the principal amount of $83.0 million. The
transfer of our ZimVie common shares as part of the settlement resulted in a $49.1 million noncash financing activity for the year ended December 31, 2023.
The Forward Exchange Agreement was accounted for at fair value, with changes in fair value recognized in non-operating other expense, net and was included
in the net gain related to our investment in ZimVie for the year ended December 31, 2023, as discussed above. The most significant input into the valuation of
the Forward Exchange Agreement was the price of ZimVie shares. For the year ended December 31, 2022, an unrealized gain of $1.1 million related to the
change in fair value of the Forward Exchange Agreement was recorded in non-operating other expense, net in our consolidated statements of earnings.
As discussed in Note 1, the results of our spine and dental businesses have been reflected as discontinued operations through the date of the spinoff for the year
ended December 31, 2022. Details of loss from discontinued operations included in our consolidated statements of earnings are as follows (in millions):
55
For the Year Ended
December 31,
2022
Net Sales
$
147.8
Cost of products sold, excluding intangible asset amortization
53.5
Intangible asset amortization
14.0
Research and development
10.5
Selling, general and administrative
89.4
Restructuring and other cost reduction initiatives
0.4
Acquisition, integration, divestiture and related
40.9
Other expense, net
0.3
Loss from discontinued operations before income taxes
(61.2)
Benefit for income taxes from discontinued operations
(2.4)
Loss from discontinued operations, net of tax
$
(58.8)
4.
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 two principal channels: 1) direct to healthcare institutions, referred to as direct channel accounts; and 2) through stocking distributors
and healthcare dealers. 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 85 percent of
our net sales in 2024. 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 and some healthcare dealers and hospitals, 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 15
percent of our net sales in 2024. 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
56
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 two geographies, the United States and International; and by the following product categories: Knees; Hips; Sports Medicine, Extremities
and Trauma (“S.E.T.”), which includes Craniomaxillofacial and Thoracic (“CMFT”); and Technology & Data, Bone Cement and Surgical.
This net sales presentation differs from our reportable operating segments, which are based upon our senior management organizational structure and how we
allocate resources toward achieving operating profit goals. Each of our reportable operating segments sells all the product categories noted above. Accordingly,
the only difference from the presentation below and our reportable operating segments are the geographic groupings.
Net sales by geography are as follows (in millions):
For the Years Ended December 31,
2024
2023
2022
United States
$
4,439.0
$
4,288.8
$
4,012.4
International
3,239.6
3,105.4
2,927.5
Total
$
7,678.6
$
7,394.2
$
6,939.9
Net sales by product category are as follows (in millions):
For the Years Ended December 31,
2024
2023
2022
Knees
$
3,173.5
$
3,038.4
$
2,778.3
Hips
1,999.1
1,967.2
1,894.9
S.E.T
1,865.7
1,752.6
1,696.7
Technology & Data, Bone Cement and
Surgical
640.3
636.0
570.0
Total
$
7,678.6
$
7,394.2
$
6,939.9
5.
Restructuring
In December 2023, our management approved a new global restructuring program (the “2023 Restructuring Plan”) intended to optimize our cost base and drive
greater efficiencies throughout the company. The 2023 Restructuring Plan is expected to result in total pre-tax restructuring charges of approximately $120
million. The pre-tax restructuring charges consist of employee termination benefits, contract terminations for sales agents and other charges, such as consulting
fees. The expenses incurred under our 2023 Restructuring Plan are reported in our “Restructuring and other cost reduction initiatives” financial statement line
item. The following table summarizes the liabilities recognized related to the 2023 Restructuring Plan (in millions):
57
Employee
Termination
Contract
Benefits
Terminations
Other
Total
Balance, December 31, 2022
$
- $
- $
- $
-
Additions
9.2
-
3.6
12.8
Cash payments
-
-
(1.0)
(1.0)
Non-cash activity
-
-
2.4
2.4
Balance, December 31, 2023
9.2
-
5.0
14.2
Additions
84.6
3.1
13.0
100.7
Cash payments
(73.9)
(1.7)
(12.6)
(88.2)
Foreign currency exchange rate changes
(1.1)
-
(0.1)
(1.2)
Non-cash activity
-
-
1.6
1.6
Balance, December 31, 2024
$
18.8 $
1.4 $
6.9 $
27.1
Expense incurred since the start of the 2023
Restructuring Plan
$
93.8 $
3.1 $
16.6 $
113.5
Expense estimated to be recognized for the 2023
Restructuring Plan
$
95.0 $
5.0 $
20.0 $
120.0
In December 2021, our management approved a new global restructuring program (the “2021 Restructuring Plan”) intended to further reduce costs and to
reorganize our global operations in preparation for the spinoff of ZimVie. The 2021 Restructuring Plan concluded in 2024 and resulted in total pre-tax
restructuring charges of approximately $170 million. The pre-tax restructuring charges consisted of employee termination benefits; contract terminations for
sales agents; and other charges, such as consulting fees and project management expenses. The expenses incurred under our 2021 Restructuring Plan are
reported in our “Restructuring and other cost reduction initiatives” financial statement line item. The following table summarizes the liabilities recognized
related to the 2021 Restructuring Plan (in millions):
Employee
Termination
Contract
Benefits
Terminations
Other
Total
Balance, December 31, 2021
$
19.5 $
2.3 $
10.3 $
32.1
Additions
33.6
49.5
16.6
99.7
Cash payments
(43.4)
(27.8)
(23.9)
(95.1)
Foreign currency exchange rate changes
0.8
1.0
0.1
1.9
Balance, December 31, 2022
10.5
25.0
3.1
38.6
Additions
6.0
22.0
9.3
37.3
Cash payments
(12.5)
(30.2)
(9.6)
(52.3)
Foreign currency exchange rate changes
0.2
0.8
0.1
1.1
Balance, December 31, 2023
4.2
17.6
2.9
24.7
Additions
(2.1)
(0.1)
2.4
0.2
Cash payments
(1.5)
(14.8)
(3.8)
(20.1)
Foreign currency exchange rate changes
(0.1)
(0.7)
(0.1)
(0.9)
Balance, December 31, 2024
$
0.5 $
2.0 $
1.4 $
3.9
Expense incurred since the start of the 2021
Restructuring Plan
$
57.0 $
73.7 $
38.6 $
169.3
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
58
approximately $400 million. 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, including costs to close a manufacturing facility.
The following table summarizes the location on our consolidated statement of earnings and type of cost for our 2019 Restructuring Plan (in millions):
Year Ended December 31, 2024
Employee
Termination
Contract
Benefits
Terminations
Other
Total
Cost of products sold, excluding intangible asset
amortization
$
- $
- $
11.5 $
11.5
Restructuring and other cost reduction initiatives
26.4
-
10.2
36.6
$
26.4 $
- $
21.7 $
48.1
Year Ended December 31, 2023
Employee
Termination
Contract
Benefits
Terminations
Other
Total
Cost of products sold, excluding intangible asset
amortization
$
- $
- $
8.2 $
8.2
Restructuring and other cost reduction initiatives
17.4
-
15.9
33.3
$
17.4 $
- $
24.1 $
41.5
In the year ended December 31, 2022, all expenses related to the 2019 Restructuring Plan were recognized in “Restructuring and other cost reduction initiatives”.
The following table summarizes the liabilities recognized related to the 2019 Restructuring Plan (in millions):
Employee
Termination
Contract
Benefits
Terminations
Other
Total
Balance, December 31, 2021
$
14.8 $
16.5 $
- $
31.3
Additions
29.1
0.7
40.1
69.9
Cash payments
(13.4 )
(7.3 )
(33.3 )
(54.0 )
Foreign currency exchange rate changes
(1.6 )
(0.9 )
(0.4 )
(2.9 )
Balance, December 31, 2022
28.9
9.0
6.4
44.3
Additions
17.4
-
24.1
41.5
Cash payments
(2.1 )
(3.4 )
(27.7 )
(33.2 )
Foreign currency exchange rate changes
(0.4 )
-
0.1
(0.3 )
Balance, December 31, 2023
43.8
5.6
2.9 $
52.3
Additions
26.4
-
21.7
48.1
Cash payments
(32.0 )
(1.8 )
(23.2 )
(57.0 )
Foreign currency exchange rate changes
(0.2 )
-
(0.1 )
(0.3 )
Balance, December 31, 2024
$
38.0 $
3.8 $
1.3 $
43.1
Expense incurred since the start of the 2019
Restructuring Plan
$
152.1 $
35.0 $
180.4 $
367.5
Expense estimated to be recognized for the 2019
Restructuring Plan
$
160.0 $
35.0 $
205.0 $
400.0
59
We do not include restructuring charges in the operating profit of our reportable segments. We report the expenses for other cost reduction and optimization
initiatives in our “Restructuring and other cost reduction initiatives” financial statement line item 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.
6.
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,
2024
2023
2022
Total expense, pre-tax
$
101.0 $
99.8 $
105.0
Tax benefit related to awards
8.7
16.7
16.9
Total expense, net of tax
$
92.3 $
83.1 $
88.1
We had two equity compensation plans in effect at December 31, 2024: 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. During 2024, we did not grant any type of stock option awards. At December 31, 2024, an aggregate of 7.0 million shares were
available for future grants and awards under these plans.
Stock Options
Stock options granted to date under our plans generally vest over three or 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.
A summary of stock option activity for the year ended December 31, 2024 is as follows (options in thousands):
Stock
Options
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life
Intrinsic
Value
(in millions)
Outstanding at January 1, 2024
6,221 $
123.29
Options granted
-
-
Options exercised
(477 )
101.69
Options forfeited
(43 )
128.37
Options expired
(330 )
138.89
Outstanding at December 31, 2024
5,371 $
124.21
4.1 $
4.0
Vested or expected to vest as of December 31, 2024
5,367 $
124.20
4.1 $
4.0
Exercisable at December 31, 2024
4,959 $
123.65
3.9 $
4.0
60
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. No stock options were granted in 2024 and therefore certain
information is not applicable (“N/A”).
For the Years Ended December 31,
2024
2023
2022
Dividend yield
N/A
0.8%
0.8%
Volatility
N/A
27.7%
30.2%
Risk-free interest rate
N/A
3.5%
1.9%
Expected life (years)
N/A
5.0
5.0
Weighted average fair value of options granted
N/A
$
36.65 $
32.07
Intrinsic value of options exercised (in millions)
$
11.4 $
23.2 $
20.5
Tax benefit of options exercised (in millions)
$
2.3 $
4.4 $
4.0
As of December 31, 2024, there was $2.0 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 0.3 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 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, 2024 is as follows (RSUs in thousands):
Weighted
Average
Grant Date
RSUs
Fair Value
Outstanding at January 1, 2024
1,807 $
135.97
Granted
1,101
124.64
Vested
(405 )
124.38
Forfeited
(434 )
138.16
Outstanding at December 31, 2024
2,069 $
123.37
For the RSUs with service conditions only, the fair value of the awards was determined based upon the fair market value of our common stock on the date of
grant. For the RSUs with market conditions, a Monte Carlo valuation technique was used to simulate the market conditions of the awards. The outcome of the
simulation was used to determine the fair value of the awards.
We are required to estimate the number of RSUs that will vest and recognize share-based payment expense on a straight-line basis over the requisite service
period. As of December 31, 2024, we estimate that 1,502,966 outstanding RSUs will vest. If our estimate were to change in the future, the cumulative effect of
the change in
61
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, 2024 was $75.2 million and is expected to be recognized over a weighted-average period of 1.7 years. The fair value of RSUs that vested during the years
ended December 31, 2024, 2023 and 2022 based upon our stock price on the date of vesting was $51.2 million, $26.9 million, and $20.3 million, respectively.
7.
Inventories
Inventories consisted of the following (in millions):
As of December 31,
2024
2023
Finished goods
$
1,771.7 $
1,831.2
Work in progress
175.1
246.5
Raw materials
288.5
307.5
Inventories
$
2,235.3 $
2,385.2
Amounts charged to the consolidated statements of earnings for excess and obsolete inventory in the years ended December 31, 2024, 2023 and 2022 were
$149.9 million, $155.2 million and $137.3 million, respectively.
8.
Property, Plant and Equipment
Property, plant and equipment consisted of the following (in millions):
As of December 31,
2024
2023
Land
$
18.5 $
18.9
Building and equipment
2,273.1
2,245.9
Capitalized software costs
575.1
552.2
Instruments
3,589.6
3,748.6
Construction in progress
233.9
200.6
6,690.2
6,766.2
Accumulated depreciation
(4,641.4 )
(4,705.8 )
Property, plant and equipment, net
$
2,048.8 $
2,060.4
Depreciation expense was $404.4 million, $390.2 million and $399.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.
We had $10.4 million and $30.8 million of property, plant and equipment included in accounts payable as of December 31, 2024 and 2023, respectively.
62
9.
Fair Value Measurements of Assets and Liabilities
The following financial assets and liabilities are recorded at fair value on a recurring basis (in millions):
As of December 31, 2024
Fair Value Measurements at Reporting Date Using:
Description
Recorded
Balance
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Assets
Derivatives designated as hedges, current and long-term
Foreign currency forward contracts
$
89.5 $
- $
89.5 $
-
Cross-currency interest rate swaps
50.3
-
50.3
-
Derivatives not designated as hedges, current and long-
term
Foreign currency forward contracts
1.8
-
1.8
-
Total Assets
$
141.6 $
- $
141.6 $
-
Liabilities
Derivatives designated as hedges, current and long-term
Foreign currency forward contracts
$
1.8 $
- $
1.8 $
-
Cross-currency interest rate swaps
14.2
-
14.2
-
Interest rate swaps
158.6
-
158.6
-
Derivatives not designated as hedges, current and long-
term
Foreign currency forward contracts
0.8
-
0.8
-
Contingent payments related to acquisitions
180.7
-
-
180.7
Total Liabilities
$
356.1 $
- $
175.4 $
180.7
63
As of December 31, 2023
Fair Value Measurements at Reporting Date Using:
Description
Recorded
Balance
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Assets
Derivatives designated as hedges, current and long-term
Foreign currency forward contracts
$
54.4 $
- $
54.4 $
-
Cross-currency interest rate swaps
5.4
-
5.4
-
Derivatives not designated as hedges, current and long-
term
Foreign currency forward contracts
0.4
-
0.4
-
Total Assets
$
60.2 $
- $
60.2 $
-
Liabilities
Derivatives designated as hedges, current and long-term
Foreign currency forward contracts
$
3.7 $
- $
3.7 $
-
Cross-currency interest rate swaps
68.1
-
68.1
-
Interest rate swaps
144.7
-
144.7
-
Derivatives not designated as hedges, current and long-
term
Foreign currency forward contracts
1.6
-
1.6
-
Contingent payments related to acquisitions
141.7
-
-
141.7
Total Liabilities
$
359.8 $
- $
218.1 $
141.7
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 and the terms of our swaps, and we perform ongoing
assessments of counterparty credit risk. The valuation of our cross-currency interest rate swaps also includes consideration of foreign currency exchange rates.
Contingent payments related to acquisitions consist of sales-based payments and regulatory milestones, and are valued using discounted cash flow techniques.
The fair value of sales-based payments is based upon significant unobservable inputs such as probability-weighted future revenue estimates and simulating the
numerous potential outcomes, and changes as revenue estimates increase or decrease. The fair value of the regulatory milestones is based on the probability of
success in obtaining the specified regulatory approval.
Contingent payments related to our acquisition of Embody, Inc. (“Embody”) in February 2023 are to be settled by issuance of our common stock and cash
payments. The Embody acquisition is discussed in Note 10. During the year ended December 31, 2024, we issued 0.2 million shares of our common stock
valued at $23.4 million and paid $1.5 million of cash for a commercial milestone related to the Embody acquisition. The fair value of common stock was
determined to be $123.87 per share, which represented the average of our high and low stock prices on the settlement date. To minimize dilution from issuing
shares for the milestone settlement, we repurchased 0.2 million shares of our common stock in February of 2024.
64
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):
Level 3 -
Liabilities
Contingent payments related to acquisitions
Beginning balance December 31, 2023
$
141.7
New contingent consideration related to acquisitions
61.0
Change in estimates
7.1
Settlements
(28.9)
Foreign currency impact
(0.2)
Ending balance December 31, 2024
$
180.7
Changes in estimates for contingent payments related to acquisitions are recognized in the Acquisition, integration, divestiture and related line item on our
consolidated statements of earnings.
10.
Acquisitions
On April 2, 2024, we completed the acquisition of all the outstanding shares of a third party orthopedics distributor in the EMEA market. Prior to the
acquisition, the distributor sold our products to its customers. The acquisition is expected to improve our margins and allow us to better serve the end customers.
On April 29, 2024, we completed the acquisition of all the outstanding shares of V.I.M.S. Vidéo Interventionnelle Médicale Scientifique, a privately-held
medical device company based in France, which expands our portfolio in the sports medicine market.
On August 16, 2024, we completed the acquisition of all the outstanding shares of a privately-held medical device company based in the United States, which
expands our portfolio in the CMFT market.
On October 11, 2024, we completed the acquisition of all the outstanding shares of Orthogrid Systems, Inc. (“Orthogrid”), a privately-held medical device
technology company focused on artificial intelligence-driven surgical guidance for total hip replacement, which expands our portfolio in the hips market.
These four acquisitions are collectively referred to in this report as the “2024 acquisitions”. Initial consideration related to the 2024 acquisitions was $294.5
million, with additional consideration up to $111.6 million, subject to the achievement of future regulatory milestones and commercial milestones. We
determined the fair value of the additional consideration to be $61.0 million as of the acquisition dates.
The goodwill related to the 2024 acquisitions represents the excess of the consideration transferred over the fair value of the net assets acquired. The goodwill
related to these acquisitions is generated from the operational synergies, cross-selling opportunities and future development we expect to achieve from the
technologies acquired. No goodwill is expected to be deductible for income tax purposes. The goodwill related to the two acquisitions that occurred in April is
included in the EMEA operating segment and reporting unit. The goodwill related to the August acquisition is included in the Americas operating segment and
the Americas CMFT reporting unit. The goodwill related to the Orthogrid acquisition is included in the Americas operating segment and the Americas
Orthopedics reporting unit.
The purchase price allocations for the 2024 acquisitions are preliminary as of December 31, 2024. We need additional time to evaluate the technology and tax
attributes of those transactions, which may change the recognized intangible assets and tax assets and liabilities. There may be differences between the
preliminary estimates of fair value and the final acquisition accounting. The final estimates of fair value are expected to be completed as soon as possible, but no
later than one year after the respective acquisition dates.
The following table summarizes the estimates of fair value of the assets acquired and liabilities assumed related to the 2024 acquisitions (in millions):
65
Current assets
$
24.9
Intangible assets subject to amortization:
Technology
112.8
Trademarks and trade names
5.0
Customer relationships
40.8
Intangible assets not subject to amortization:
In-process research and development (IPR&D)
7.0
Goodwill
200.6
Other assets
4.9
Total assets acquired
396.0
Current liabilities
6.1
Deferred income taxes
34.0
Other long-term liabilities
0.5
Total liabilities assumed
40.5
Net assets acquired
$
355.5
The weighted average amortization periods selected for technology, customer relationships and trademarks and trade names were 14 years, 9 years and 14 years,
respectively. Upon receiving regulatory approval subsequent to the applicable acquisition date, the $7.0 million of IPR&D was reclassified to a definite-lived
intangible asset and began amortizing over the applicable estimated useful life.
During the quarter ended December 31, 2024, there were no material adjustments to the preliminary values of any of the 2024 acquisitions.
On February 14, 2023, we completed the acquisition of all the outstanding shares of Embody, Inc. (“Embody”), a medical device company focused on soft tissue
healing, that expands our portfolio for the sports medicine market. Initial consideration consisted of the issuance of 1.1 million shares of our common stock
valued at $135.0 million and $19.5 million of cash for a total value of $154.5 million. The fair value of our common stock was determined to be $127.34 per
share, which represented the average of our high and low stock prices on the acquisition date. To minimize dilution from issuing shares for the Embody
acquisition, we repurchased 1.9 million shares of our common stock in the three-month period ended March 31, 2023. The Embody acquisition includes
additional consideration of up to $120.0 million in fair value of our common shares and cash, subject to achieving a future regulatory milestone after closing and
commercial milestones based on sales growth over a three-year period. We assigned a fair value of $94.0 million for this contingent consideration as of the
acquisition date. The estimated fair value of the contingent consideration liability was calculated based on the probability of achieving the specified regulatory
milestone and by simulating numerous potential outcomes for the commercial milestones and discounting to present value the estimated payments.
On April 28, 2023, we completed the acquisition of all the outstanding shares of a privately held orthopedics medical device company that expands our portfolio
in the orthopedics market ("April 2023 acquisition"). The initial consideration consisted of $15.0 million of cash and includes additional consideration of up to
$8.0 million in cash, subject to achieving future regulatory milestones.
On October 6, 2023, we completed the acquisition of all the outstanding shares of a privately held orthopedics medical device company that provides us new
surgical technology that can be used in procedures across multiple product categories (“October 2023 acquisition”). The initial consideration consisted of $42.2
million of cash and includes additional consideration of up to $33.0 million in cash contingent upon achieving certain commercial milestones based on sales
growth over a three-year period. We assigned a fair value of $21.5 million for this contingent consideration as of the acquisition date. The estimated fair value of
the contingent liability was calculated based on the probability of achieving the commercial milestones and discounting to present value the estimated payments.
66
On November 15, 2023, we completed the acquisition of a privately held technology company by acquiring certain assets, liabilities and employees of the
technology company (“November 2023 acquisition”). The November acquisition expands our technology and data capabilities and solutions across multiple
product categories to better serve our customers. The initial consideration consisted of $60.7 million of cash and includes additional consideration of up to $20.0
million in cash contingent upon achieving a commercial milestone based on a certain sales target which must be achieved by December 31, 2025. We assigned a
fair value of $15.0 million for this contingent consideration as of the acquisition date. The estimated fair value of the contingent liability was calculated based on
the probability of achieving the commercial milestone and discounting to present value the estimated payment.
These four acquisitions are collectively referred to in this report as the “2023 acquisitions”. Refer to Note 9 for information regarding the issuance of common
stock and cash payments related to the contingent consideration liabilities that have occurred subsequent to the acquisition dates.
The goodwill related to the 2023 acquisitions represents the excess of the consideration transferred over the fair value of the net assets acquired. The goodwill
related to the 2023 acquisitions is generated from the operational synergies and cross-selling opportunities we expect to achieve from the technologies acquired.
A portion of the goodwill is expected to be deductible for U.S. income tax purposes. The goodwill related to the Embody, the October 2023 and the November
2023 acquisitions is included in the Americas operating segment and the Americas Orthopedics reporting unit. The goodwill related to the April 2023 acquisition
is included in the Asia Pacific operating segment and reporting unit.
During the year ended December 31, 2024, there were no material adjustments to the preliminary values of the 2023 acquisitions.
The purchase price allocations for the 2023 acquisitions are final as of December 31, 2024. The following table summarizes the aggregate final estimates of fair
value of the assets acquired and liabilities assumed related to the 2023 acquisitions (in millions):
Current assets
$
13.1
Intangible assets subject to amortization:
Technology
144.0
Trademarks and trade names
3.5
Customer relationships
40.1
Intangible assets not subject to amortization:
IPR&D
36.3
Goodwill
215.0
Other assets
4.8
Total assets acquired
456.8
Current liabilities
8.2
Deferred income taxes
37.7
Total liabilities assumed
45.9
Net assets acquired
$
410.9
The weighted average amortization periods selected for technology, customer relationships and trademarks and trade names were 15 years, 8 years and 13 years,
respectively. Upon receiving regulatory approval subsequent to the Embody acquisition date, the $36.3 million of IPR&D was reclassified to a definite-lived
intangible asset and began amortizing over the applicable estimated useful life.
On April 18, 2022, we completed the acquisition of all the outstanding shares of a privately held sternal closure company. The acquisition was completed
primarily to expand our product offerings in the CMFT market. The total aggregate cash consideration paid at closing was $100.0 million, with an additional
$11.0 million of deferred payments to be made over the following two years, of which $7.0 and $4.0 million was paid in the years ended December 31, 2024 and
2023, respectively.
The goodwill related to this acquisition represents the excess of the consideration transferred over the fair value of the net assets acquired. The goodwill is
related to the operational synergies we expect to achieve from combining the
67
companies and the cash flows from future, undefined, development projects. The goodwill is included in the Americas operating segment and the Americas
CMFT reporting unit. A portion of the goodwill is expected to be deductible for U.S. income tax purposes.
The following table summarizes the aggregate final estimates of fair value of the assets acquired and liabilities assumed related to this acquisition (in millions):
Current assets
$
3.8
Intangible assets subject to amortization:
Technology
42.8
Customer relationships
12.3
Goodwill
48.3
Other assets
4.9
Total assets acquired
112.1
Current liabilities
1.1
Total liabilities assumed
1.1
Net assets acquired
$
111.0
The amortization periods selected for technology and customer relationships were 10 years and 4 years, respectively.
We have not included pro forma information and certain other information under GAAP for the acquisitions from any years 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
EMEA
Asia Pacific
Total
Balance at January 1, 2023
Goodwill
$
8,043.3 $
1,326.8 $
544.6 $
9,914.7
Accumulated impairment losses
(7.7 )
(1,326.8 )
-
(1,334.5 )
8,035.6
-
544.6
8,580.2
2023 acquisitions
201.4
-
13.6
215.0
Currency translation
28.8
-
(5.5 )
23.3
Balance at December 31, 2023
Goodwill
8,273.5
1,326.8
552.7
10,153.0
Accumulated impairment losses
(7.7 )
(1,326.8 )
-
(1,334.5 )
8,265.8
-
552.7
8,818.5
2024 acquisitions
156.5
44.1
-
200.6
Currency translation
(53.2 )
(0.4 )
(14.4 )
(68.0 )
Balance at December 31, 2024
Goodwill
8,376.8
1,370.5
538.3
10,285.6
Accumulated impairment losses
(7.7 )
(1,326.8 )
-
(1,334.5 )
$
8,369.1 $
43.7 $
538.3 $
8,951.1
As discussed further in Note 10, we completed acquisitions during the years ended December 31, 2024, 2023 and 2022, resulting in additional goodwill.
We perform our annual test of goodwill impairment in the fourth quarter of every year. In connection with the annual goodwill impairment test in the fourth
quarter of 2024, we estimated the fair value of our Americas Orthopedics, EMEA and Asia Pacific reporting units using the income and market approaches. In
the annual 2024 test, the estimated fair values of each of the Americas Orthopedics, EMEA and Asia Pacific reporting units exceeded their carrying values by
more than 30 percent. We performed a qualitative test on our Americas CMFT reporting unit and concluded it was more likely than not the fair value of this
reporting unit exceeded its carrying value.
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
68
methodology, which uses valuation indicators from publicly-traded companies that are similar to our reporting units and considers differences between our
reporting units 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. Significant company-specific inputs included
assumptions regarding how the reporting unit 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 units 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 impairment charges in the future. Factors that could result in our cash flows being lower than our current estimates include: 1) decreased revenues
caused by unforeseen changes in the healthcare market, or our inability to generate new product revenue from our research and development activities, 2) our
inability to achieve the estimated operating margins in our forecasts from our restructuring programs, cost saving initiatives, and other unforeseen factors, and 3)
the weakening of foreign currencies against the U.S. Dollar. 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.
There were no goodwill impairment charges for the years ended December 31, 2024 and 2023.
During the year ended December 31, 2022, we recorded a goodwill impairment charge of $289.8 million in our EMEA reporting unit, primarily due to the
impacts from macroeconomic factors. The weakening of major foreign currencies in our EMEA reporting unit against the U.S. Dollar significantly impacted
forecasted cash flows used in our analysis. For the EMEA reporting unit, operating expenses did not decline proportionally to revenue as many inventory-
related and certain expenses are based on the U.S. Dollar. In addition, inflationary pressures also caused our forecasted expenses to increase. Furthermore, our
discounted cash flows utilized a higher risk-adjusted discount rate for the 2022 impairment test when compared to the 2021 test, primarily due to central banks
raising interest rates in 2022 and increased country-specific risk due to macroeconomic factors and risks the region faces. We had previously taken goodwill
impairment charges related to this reporting unit in prior years so when these negative macroeconomic factors occurred in 2022, the remaining goodwill was
determined to be fully impaired as of December 31, 2022.
69
The components of identifiable intangible assets were as follows (in millions):
Technology
Intellectual
Property
Rights
Trademarks
and Trade
Names
Customer
Relationships
IPR&D
Other
Total
As of December 31, 2024:
Intangible assets subject to
amortization:
Gross carrying amount
$
3,438.1 $
478.0 $
520.4 $
5,124.5 $
- $
188.4 $
9,749.4
Accumulated amortization
(2,056.6 )
(346.3 )
(313.0 )
(2,761.4 )
-
(123.7 )
(5,601.0 )
Intangible assets not subject to
amortization:
Gross carrying amount
-
-
450.0
-
-
-
450.0
Total identifiable intangible assets $
1,381.5 $
131.7 $
657.4 $
2,363.1 $
- $
64.7 $
4,598.4
As of December 31, 2023:
Intangible assets subject to
amortization:
Gross carrying amount
$
3,177.4 $
473.2 $
523.8 $
5,130.7 $
- $
172.7 $
9,477.8
Accumulated amortization
(1,894.2 )
(295.1 )
(289.9 )
(2,495.4 )
-
(108.4 )
(5,083.0 )
Intangible assets not subject to
amortization:
Gross carrying amount
-
-
454.6
-
7.0
-
461.6
Total identifiable intangible assets $
1,283.2 $
178.1 $
688.5 $
2,635.3 $
7.0 $
64.3 $
4,856.4
We recognized an IPR&D intangible asset impairment charge of $3.0 million in the year ended December 31, 2022 in “Goodwill and intangible asset
impairment” on our consolidated statements of earnings. This impairment was the result of delays and additional costs related to a project. Since this project
had a low probability of success and was not a priority, there is not expected to be a significant impact on our future cash flows. There were no IPR&D
intangible asset impairment charges in the years ended December 31, 2024 and 2023.
In the year ended December 31, 2024, we recognized intangible assets of $205.8 million related to agreements we have entered into in order to acquire the
ownership rights or gain access to various technologies. The weighted average amortization period selected for these intangible assets was 8 years. The
contractual payments under these agreements are included in "Acquisition of intangible assets" in our consolidated statements of cash flows. We have
recognized current liabilities and noncurrent liabilities of approximately $31.0 million and $35.0 million, respectively, for the remaining portion of the
contractual payments, which represents noncash investing activity for the year ended December 31, 2024.
In the year ended December 31, 2023, we entered into agreements to acquire intellectual property through the buyout of certain licensing arrangements. These
new agreements and the related payments eliminate the various royalty payments that would have been due under the terms of previous licensing arrangements
through 2030. These new agreements benefit us by expanding our ownership of intellectual property that we may use in the future. We recognized intangible
assets of $86.1 million in 2023 related to these agreements, which will be amortized through
70
2030. The fixed, contractual payments made under these new agreements are reflected in "Acquisition of intangible assets" in our consolidated statements of
cash flows.
Estimated annual amortization expense based upon intangible assets recognized as of December 31, 2024 for the years ending December 31, 2025 through 2029
is (in millions):
For the Years Ending December 31,
2025
$
596.0
2026
564.1
2027
549.0
2028
542.2
2029
517.4
12.
Other Current Liabilities
Other current liabilities consisted of the following (in millions):
As of December 31,
2024
2023
Other current liabilities:
Salaries, wages and benefits
$
373.2 $
417.1
Litigation and product liability
82.9
146.2
Customer rebates
203.1
180.0
Accrued liabilities
734.1
803.6
Total other current liabilities
$
1,393.3 $
1,546.9
.
13.
Debt
Our debt consisted of the following (in millions):
As of December 31,
2024
2023
Current portion of long-term debt
Uncommitted Credit Facility
-
50.0
1.450% Senior Notes due 2024
-
850.0
3.550% Senior Notes due 2025
863.0
-
Total short-term debt
$
863.0 $
900.0
Long-term debt
3.550% Senior Notes due 2025
- $
863.0
3.050% Senior Notes due 2026
600.0
600.0
5.350% Senior Notes due 2028
500.0
500.0
3.550% Senior Notes due 2030
257.5
257.5
2.600% Senior Notes due 2031
750.0
750.0
5.200% Senior Notes due 2034
700.0
-
4.250% Senior Notes due 2035
253.4
253.4
5.750% Senior Notes due 2039
317.8
317.8
4.450% Senior Notes due 2045
395.4
395.4
2.425% Euro Notes due 2026
517.7
552.3
1.164% Euro Notes due 2027
517.7
552.3
3.518% Euro Notes due 2032
724.8
-
Debt discount and issuance costs
(34.1)
(29.1)
Adjustment related to interest rate swaps
(158.6)
(144.7)
Total long-term debt
$
5,341.6 $
4,867.9
71
On November 20, 2024, we completed the offering of €700.0 million aggregate principal amount of our 3.518% Euro Notes due December 15, 2032. Interest is
payable on these Euro Notes on December 15 of each year until maturity, commencing on December 15, 2025. We received net proceeds of $736.3 million.
On August 15, 2024, we completed the offering of $700.0 million aggregate principal amount of our 5.200% Senior Notes due September 15, 2034. Interest is
payable on these Senior Notes on March 15 and September 15 of each year until maturity. We received net proceeds of $700.0 million.
On June 28, 2024, we entered into a new five-year revolving credit agreement (the “2024 Five-Year Credit Agreement”) and a new 364-day revolving credit
agreement (the “2024 364-Day Revolving Credit Agreement”), as described below. Borrowings under these credit agreements will be used for general corporate
purposes.
The 2024 Five-Year Credit Agreement contains a five-year unsecured revolving facility of $1.5 billion (the “2024 Five-Year Revolving Facility”). The 2024
Five-Year Credit Agreement replaced the previous revolving credit agreement entered into on July 7, 2023 (the “2023 Five-Year Credit Agreement”), which
contained a five-year unsecured revolving facility of $1.5 billion (the “2023 Five-Year Revolving Facility”). There were no outstanding borrowings under the
2023 Five-Year Credit Agreement at the time it was terminated.
The 2024 Five-Year Credit Agreement will mature on June 28, 2029, with two one-year extensions exercisable at our discretion and subject to required lender
consent. The 2024 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.
Borrowings under the 2024 Five-Year Credit Agreement bear interest at floating rates, based upon either an adjusted term secured overnight financing rate
(“Term SOFR”) for the applicable interest period or 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 2024 Five-Year Revolving Facility at a rate determined by reference
to our senior unsecured long-term debt credit rating.
The 2024 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 2024 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 2024 Five-Year Credit Agreement as of December 31, 2024. As of December 31, 2024, there were no outstanding
borrowings under the 2024 Five-Year Credit Agreement.
The 2024 364-Day Revolving Credit Agreement is an unsecured revolving credit facility in the principal amount of $1.0 billion (the “2024 364-Day Revolving
Facility”). The 2024 364-Day Revolving Credit Agreement replaced a credit agreement entered into on July 7, 2023, which was also a 364-day unsecured
revolving credit facility of $1.0 billion (the “2023 364-Day Revolving Facility”). There were no borrowings outstanding under the 2023 364-Day Revolving
Facility when it was terminated.
The 2024 364-Day Revolving Facility will mature on June 27, 2025. Borrowings under the 2024 364-Day Revolving Credit Agreement bear interest at floating
rates based upon either an adjusted Term SOFR for the applicable interest period or 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 2024 364-Day Revolving Facility at a rate
determined by reference to our senior unsecured long-term debt credit rating.
The 2024 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 2024 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 2024 364-Day Revolving Credit Agreement as of December 31, 2024. As of December 31, 2024, there were no
outstanding borrowings under the 2024 364-Day Revolving Credit Agreement.
72
On August 28, 2023, we entered into an uncommitted facility letter (the "Uncommitted Credit Facility"), which provides that from time to time, we may request,
and the lender in its absolute and sole discretion may provide, short-term loans. Borrowings under the Uncommitted Credit Facility may be used only for general
corporate and working capital purposes. The Uncommitted Credit Facility provides that the aggregate principal amount of outstanding borrowings at any time
shall not exceed $300.0 million. Each borrowing under the Uncommitted Credit Facility will mature on the maturity date specified by the lender at the time of
the advance, which will be no more than 90 days following the date of the advance. The Uncommitted Credit Facility and borrowings thereunder are unsecured.
Borrowings under the Uncommitted Credit Facility bear interest at floating rates, based upon either Term SOFR for the applicable interest period, the prime rate,
or lender’s cost of funds, in each case, plus an applicable margin determined at the time of each borrowing. The Uncommitted Credit Facility includes customary
affirmative and negative covenants and events of default for unsecured uncommitted financing arrangements. We were in compliance with all covenants under
the Uncommitted Credit Facility as of December 31, 2024. As of December 31, 2024, there were no outstanding borrowings under the Uncommitted Credit
Facility.
Borrowings under our revolving credit facilities have been executed with underlying notes that have maturities of three months or less. At maturity of the
underlying note, we elect to either repay the note, borrow the same amount, or some combination thereof. On our consolidated statements of cash flows, we
present the borrowings and repayments of these underlying notes as net cash inflows or outflows due to their short-term nature.
The estimated fair value of our senior notes, which includes our Euro notes, as of December 31, 2024, based on quoted prices for the specific securities from
transactions in over-the-counter markets (Level 2), was $6,145.2 million.
At December 31, 2024 and 2023, the weighted average interest rate for our borrowings was 3.7 percent and 3.2 percent, respectively. We paid $200.8 million,
$200.6 million, and $161.7 million in interest during 2024, 2023, and 2022, 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. In the year ended December 31, 2022, due to the spinoff
of ZimVie, certain foreign entities were completely liquidated. In a pro rata spinoff of consolidated subsidiaries’ assets and liabilities, the distribution of these
net assets is recognized through equity instead of net earnings. Therefore, the foreign currency translation adjustments of those entities that were completely
liquidated were reclassified to retained earnings. Similarly, we had entered into instruments designated as net investment hedges against certain of these same
foreign entities. We reclassified the portion of the net investment hedge gains (losses) deferred in foreign currency translation adjustments related to those
entities to retained earnings. 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
Cash
Defined
Currency
Flow
Benefit
Total
Translation
Hedges
Plan Items
AOCI
Balance December 31, 2023
$
(159.4 ) $
63.3 $
(94.9 ) $
(191.0 )
AOCI before reclassifications
(79.6 )
94.8
(16.5 )
(1.3 )
Reclassifications to statements of earnings
-
(69.9 )
(0.6 )
(70.5 )
Balance December 31, 2024
$
(239.0 ) $
88.2 $
(112.0 ) $
(262.8 )
73
The following table shows the reclassification adjustments from AOCI (in millions):
Amount of Gain / (Loss)
Reclassified from AOCI
For the Years Ended December 31,
Location on
Component of AOCI
2024
2023
2022
Statements of Earnings
Cash flow hedges
Foreign exchange forward contracts
$
85.3 $
94.1 $
54.8 Cost of products sold
Forward starting interest rate swaps
(0.7 )
(0.7 )
(0.8 ) Interest expense, net
84.6
93.4
54.0 Total before tax
14.7
16.0
8.0 Provision for income taxes
$
69.9 $
77.4 $
46.0 Net of tax
Defined benefit plans
Settlements, Prior service cost and unrealized
actuarial gain
$
1.1 $
6.1 $
0.2 Other expense, net
0.5
0.3
(1.2 ) Provision for income taxes
$
0.6 $
5.8 $
1.4 Net of tax
Total reclassifications
$
70.5 $
83.2 $
47.4 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
2024
2023
2022
2024
2023
2022
2024
2023
2022
Foreign currency cumulative
translation adjustments
$
(40.3 ) $
(2.9 ) $
(87.3 ) $
39.3 $
(12.8 ) $
36.0 $
(79.6 ) $
9.9 $ (123.3 )
Unrealized cash flow hedge gains
116.0
84.8
100.5
21.2
13.7
17.0
94.8
71.1
83.5
Reclassification adjustments on
cash flow hedges
(84.6 )
(93.4 )
(54.0 )
(14.7 )
(16.0 )
(8.0 )
(69.9 )
(77.4 )
(46.0 )
Adjustments to prior service cost
and unrecognized actuarial
assumptions
(18.6 )
(17.0 )
95.9
(1.5 )
(1.7 )
18.9
(17.1 )
(15.3 )
77.0
Total Other Comprehensive
(Loss) Income
$
(27.5 ) $
(28.5 ) $
55.1 $
44.3 $
(16.8 ) $
63.9 $
(71.8 ) $
(11.7 ) $
(8.8 )
15.
Derivative Instruments and Hedging Activities
We are exposed to certain market risks relating to our ongoing business operations, including foreign currency exchange rate risk, commodity price risk, interest
rate risk and credit risk. We manage our exposure to these and other market risks through regular operating and financing activities. Currently, the only risks
that we manage through the use of derivative instruments are interest rate risk and foreign currency exchange rate risk.
Interest Rate Risk
Derivatives Designated as Fair Value Hedges
We currently use fixed-to-variable interest rate swaps to partially 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.
74
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 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.
As of December 31, 2024 and December 31, 2023, the following amounts were recorded on our consolidated balance sheets related to cumulative basis
adjustments for fair value hedges (in millions):
Carrying Amount of the Hedged Liabilities
Cumulative Amount of Fair Value Hedging Adjustment
Included in the Carrying Amount of the Hedged Liabilities
Balance Sheet Line Item
December 31, 2024
December 31, 2023
December 31, 2024
December 31, 2023
Long-term debt
$
837.6 $
851.3 $
(158.6 ) $
(144.7 )
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, 2024 was $23.2 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, Chinese Renminbi, 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.
In November 2024, we issued additional Euro notes, as discussed in Note 13. We have designated 100 percent of our 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, 2024, we had receive-fixed-rate, pay-fixed-rate cross-currency interest rate swaps with notional amounts outstanding of Euro 225 million,
Japanese Yen 54.1 billion and Swiss Franc 125 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 liquidated. 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 year
ended December 31, 2024, Euro 475 million of these cross-currency interest rate swaps matured at a loss of $19.3 million. In the year ended December 31, 2023,
Euro 100 million and Swiss Franc 50 million of these cross-currency interest rate swaps
75
matured at a gain of $6.0 million and a loss of $3.0 million, respectively. The settlement of these transactions 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.
For foreign currency exchange forward contracts outstanding at December 31, 2024, we had obligations to purchase U.S. Dollars and sell Euros, Japanese Yen,
Canadian Dollars, Australian Dollars, Korean Won, Swedish Krona, Czech Koruna, Thai Baht, Taiwan Dollars, South African Rand, 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 2025 through May 2027. As of December 31, 2024, the notional amounts of outstanding forward contracts entered into with third parties to purchase
U.S. Dollars were $1,454.9 million. As of December 31, 2024, the notional amounts of outstanding forward contracts entered into with third parties to purchase
Swiss Francs were $394.0 million.
Derivatives Not Designated as Hedging Instruments
We enter into foreign currency forward exchange contracts with terms of one to three months to manage 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
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 $1.25 billion to $1.75 billion per quarter.
As discussed in Note 3, we entered into the Forward Exchange Agreement as part of our pledge to transfer our ZimVie shares to a third-party financial
institution, which occurred in February 2023.
Income Statement Presentation
Derivatives Designated as Cash Flow Hedges
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
Amount of Gain / (Loss)
Recognized in AOCI
Location on
Reclassified from AOCI
Years Ended December 31,
Statement of
Years Ended December 31,
Derivative Instrument
2024
2023
2022
Earnings
2024
2023
2022
Foreign exchange forward
contracts
$
116.0 $
84.8 $
100.5 Cost of products sold $
85.3 $
94.1 $
54.8
Forward starting interest rate
swaps
-
-
- Interest expense, net
(0.7 )
(0.7 )
(0.7 )
$
116.0 $
84.8 $
100.5
$
84.6 $
93.4 $
54.1
76
The fair value of outstanding derivative instruments designated as cash flow hedges and recorded on the consolidated balance sheet at December 31, 2024,
together with settled derivatives where the hedged item has not yet affected earnings, was a net unrealized gain of $103.0 million, or $88.2 million after taxes,
which is deferred in AOCI. A gain of $83.1 million, or $69.3 million after taxes, is expected to be reclassified to earnings in cost of products sold and a loss of
$0.7 million, or $0.6 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):
Location and Amount of Gain/(Loss) Recognized in Income on Fair Value, Cash Flow and Net Investment
Hedging Relationships
Years Ended December 31,
2024
2023
2022
Cost of
Interest
Cost of
Interest
Cost of
Interest
Products
Expense,
Products
Expense,
Products
Expense,
Sold
Net
Sold
Net
Sold
Net
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
$
2,191.2
$
(218.0 )
$
2,083.8
$
(201.2 )
$
2,019.5
$
(164.8 )
The effects of fair value, cash flow and net investment hedging:
Loss on fair value hedging relationships
Interest rate swaps
-
(41.1 )
-
(38.9 )
-
(4.0 )
Gain (loss) on cash flow hedging relationships
Foreign exchange forward contracts
85.3
-
94.1
-
54.8
-
Forward starting interest rate swaps
-
(0.7 )
-
(0.7 )
-
(0.7 )
Gain on net investment hedging relationships
Cross-currency interest rate swaps
-
30.9
-
33.7
-
21.6
Derivatives Not Designated as Hedging Instruments
The following gains/(losses) from these derivative instruments were recognized on our consolidated statements of earnings (in millions):
Location on
Years Ended December 31,
Derivative Instrument
Statements of Earnings
2024
2023
2022
Foreign exchange forward contracts
Other expense, net
$
10.5 $
4.4 $
(26.1)
Forward Exchange Agreement
Other expense, net
-
-
1.1
77
These gains/(losses) do not reflect losses of $26.1 million, losses of $21.6 million and gains of $5.3 million in 2024, 2023 and 2022, respectively, recognized in
other 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, 2024 and 2023, all derivative instruments designated as fair value hedges, cash flow hedges and net investment hedges 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):
As of December 31, 2024
As of December 31, 2023
Balance Sheet
Fair
Balance Sheet
Fair
Location
Value
Location
Value
Asset Derivatives Designated as Hedges
Foreign exchange forward contracts
Other current assets
$
82.3 Other current assets
$
58.4
Cross-currency interest rate swaps
Other current assets
1.6 Other current assets
-
Foreign exchange forward contracts
Other assets
24.5 Other assets
17.2
Cross-currency interest rate swaps
Other assets
48.7 Other assets
5.4
Total asset derivatives
$
157.1
$
81.0
Asset Derivatives Not Designated as Hedges
Foreign exchange forward contracts
Other current assets
$
7.1 Other current assets
$
1.2
Total asset derivatives not designated as
hedges
$
7.1
$
1.2
Liability Derivatives Designated as Hedges
Foreign exchange forward contracts
Other current liabilities
$
13.8 Other current liabilities
$
13.9
Cross-currency interest rate swaps
Other current liabilities
12.0 Other current liabilities
33.3
Foreign exchange forward contracts
Other long-term liabilities
5.3 Other long-term liabilities
11.0
Cross-currency interest rate swaps
Other long-term liabilities
2.2 Other long-term liabilities
34.8
Interest rate swaps
Other long-term liabilities
158.6 Other long-term liabilities
144.7
Total liability derivatives
$
191.9
$
237.7
Liability Derivatives Not Designated as Hedges
Foreign exchange forward contracts
Other current liabilities
$
6.1 Other current liabilities
$
2.4
78
The table below presents the effects of our master netting agreements on our consolidated balance sheets (in millions):
As of December 31, 2024
As of December 31, 2023
Description
Location
Gross
Amount
Offset
Net
Amount in
Balance
Sheet
Gross
Amount
Offset
Net
Amount in
Balance
Sheet
Asset Derivatives
Cash flow hedges
Other current assets
$
82.3 $
12.6 $
69.7 $
58.4 $
13.0 $
45.4
Cash flow hedges
Other assets
24.5
4.7
19.8
17.2
8.2
9.0
Derivatives not designated as
hedges
Other current assets
7.1
5.3
1.8
1.2
0.8
0.4
Liability Derivatives
Cash flow hedges
Other current liabilities
13.8
12.6
1.2
13.9
13.0
0.9
Cash flow hedges
Other long-term
liabilities
5.3
4.7
0.6
11.0
8.2
2.8
Derivatives not designated as
hedges
Other current liabilities
6.1
5.3
0.8
2.4
0.8
1.6
The following net investment hedge gains (losses) were recognized on our consolidated statements of comprehensive income (loss) (in millions):
Amount of Gain / (Loss)
Recognized in AOCI
Years Ended December 31,
Derivative Instrument
2024
2023
2022
Euro Notes
$
80.8 $
(37.4 ) $
113.1
Cross-currency interest rate swaps
79.5
(16.9 )
6.4
$
160.3 $
(54.3 ) $
119.5
16.
Retirement Benefit Plans
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 except for one insignificant plan; 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.
79
Defined Benefit Plans
The components of net pension expense for our defined benefit retirement plans were as follows (in millions):
For the Years Ended December 31,
U.S. and Puerto Rico
Foreign
2024
2023
2022
2024
2023
2022
Service cost
$
0.3 $
0.4 $
0.7 $
18.1 $
15.5 $
22.7
Interest cost
18.3
18.7
11.7
14.2
15.7
5.4
Expected return on plan assets
(30.7 )
(30.1 )
(30.8 )
(24.4 )
(22.5 )
(14.3 )
Settlements
-
0.1
-
(2.2 )
(2.6 )
(5.0 )
Amortization of prior service cost
0.1
0.2
0.3
(3.1 )
(4.4 )
(4.1 )
Amortization of unrecognized actuarial
loss
3.5
2.8
7.8
0.6
(2.2 )
0.8
Net periodic (income) benefit expense $
(8.5 ) $
(7.9 ) $
(10.3 ) $
3.2 $
(0.5 ) $
5.5
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 expense, net.
The weighted average actuarial assumptions used to determine net pension expense for our defined benefit retirement plans were as follows:
For the Years Ended December 31,
U.S. and Puerto Rico
Foreign
2024
2023
2022
2024
2023
2022
Discount rate
4.97 %
5.25 %
2.86 %
2.18 %
2.60 %
0.67 %
Rate of compensation increase
-
-
-
2.49 %
2.33 %
2.27 %
Expected long-term rate of return
on
plan assets
6.75 %
6.75 %
6.75 %
3.30 %
3.17 %
1.83 %
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.
80
Changes in projected benefit obligations and plan assets were (in millions):
For the Years Ended December 31,
U.S. and Puerto Rico
Foreign
2024
2023
2024
2023
Projected benefit obligation - beginning of year
$
380.6 $
366.8 $
654.4 $
567.9
Service cost
0.3
0.4
18.1
15.5
Interest cost
18.3
18.7
14.2
15.7
Plan Amendments
-
-
7.6
-
Employee contributions
-
-
21.7
24.1
Benefits paid
(22.0)
(20.1)
(67.3)
(48.1)
Actuarial loss (gain)
(21.0)
15.1
53.2
31.1
Settlements
-
(0.3)
(2.3)
-
Translation loss (gain)
-
-
(43.2)
48.2
Projected benefit obligation - end of year
$
356.2 $
380.6 $
656.4 $
654.4
For the Years Ended December 31,
U.S. and Puerto Rico
Foreign
2024
2023
2024
2023
Plan assets at fair market value - beginning of year $
433.8 $
396.2 $
751.7 $
667.2
Actual return on plan assets
32.0
57.6
46.0
31.9
Employer contributions
0.1
0.4
17.5
19.9
Employee contributions
-
-
21.7
24.1
Settlements
-
(0.3 )
(2.3 )
-
Benefits paid
(22.0 )
(20.1 )
(67.3 )
(48.1 )
Translation gain (loss)
-
-
(48.9 )
56.7
Plan assets at fair market value - end of year
$
444.0 $
433.8 $
718.4 $
751.7
Funded status
$
87.8 $
53.2 $
62.0 $
97.3
For the Years Ended December 31,
U.S. and Puerto Rico
Foreign
2024
2023
2024
2023
Amounts recognized in consolidated balance sheet:
Prepaid pension
$
89.0 $
54.5 $
82.5 $
117.8
Short-term accrued benefit liability
(0.1 )
(0.1 )
(1.3 )
(1.4 )
Long-term accrued benefit liability
(1.1 )
(1.2 )
(19.2 )
(19.1 )
Net amount recognized
$
87.8 $
53.2 $
62.0 $
97.3
The weighted average actuarial assumptions used to determine the projected benefit obligation for our defined benefit retirement plans were as follows:
For the Years Ended December 31,
U.S. and Puerto Rico
Foreign
2024
2023
2022
2024
2023
2022
Discount rate
5.05 %
5.38 %
5.37 %
1.76 %
2.21 %
2.65 %
Rate of compensation increase
-
-
-
2.50 %
2.34 %
2.25 %
Plans with projected benefit obligations in excess of plan assets were as follows (in millions):
As of December 31,
U.S. and Puerto Rico
Foreign
2024
2023
2024
2023
Projected benefit obligation
$
1.2 $
1.3 $
26.9 $
27.2
Plan assets at fair market value
-
-
8.0
8.6
81
Total accumulated benefit obligations and plans with accumulated benefit obligations in excess of plan assets were as follows (in millions):
As of December 31,
U.S. and Puerto Rico
Foreign
2024
2023
2024
2023
Total accumulated benefit obligations
$
356.2 $
380.6 $
641.0 $
640.3
Plans with accumulated benefit obligations in excess
of plan assets:
Accumulated benefit obligation
1.2
1.3
24.8
24.9
Plan assets at fair market value
-
-
8.0
8.6
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,
U.S. and
Puerto Rico
Foreign
2025
$
25.4 $
40.2
2026
25.7
36.3
2027
26.1
35.9
2028
26.5
35.6
2029
28.2
34.8
2030-2034
130.8
172.7
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.
82
The investment strategies of foreign based plans vary according to the plan provisions and local laws. The majority of the assets in foreign based plans are
located in Switzerland-based plans. These assets are held in trusts and are commingled with the assets of other Swiss companies with representatives of all the
companies making the investment decisions. The overall strategy is to maximize total returns while avoiding risk. The trustees of the assets have established
target ranges of assets held by the plans of 30 to 50 percent in debt securities, 20 to 37 percent in equity securities, 15 to 24 percent in real estate, 3 to 15 percent
in cash funds and 0 to 12 percent in other funds.
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, 2024
Fair Value Measurements at
Reporting Date Using:
Asset Category
Total
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Cash and cash equivalents
$
7.8 $
7.8 $
- $
-
Equity securities
225.8
-
225.8
-
Intermediate fixed income securities
210.4
-
210.4
-
Total
$
444.0 $
7.8 $
436.2 $
-
As of December 31, 2023
Fair Value Measurements at
Reporting Date Using:
Asset Category
Total
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Cash and cash equivalents
$
2.5 $
2.5 $
- $
-
Equity securities
296.2
-
296.2
-
Intermediate fixed income securities
135.1
-
135.1
-
Total
$
433.8 $
2.5 $
431.3 $
-
The fair value of our foreign pension plan assets was as follows (in millions):
As of December 31, 2024
Fair Value Measurements at
Reporting Date Using:
Asset Category
Total
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Cash and cash equivalents
$
29.3 $
29.3 $
- $
-
Equity securities
165.7
150.6
15.1
-
Fixed income securities
177.6
-
177.6
-
Other types of investments
162.8
-
162.8
-
Real estate
183.0
-
-
183.0
Total
$
718.4 $
179.9 $
355.5 $
183.0
83
As of December 31, 2023
Fair Value Measurements at
Reporting Date Using:
Asset Category
Total
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Cash and cash equivalents
$
28.5 $
28.5 $
- $
-
Equity securities
160.9
148.2
12.7
-
Fixed income securities
181.3
-
181.3
-
Other types of investments
185.3
-
185.3
-
Real estate
195.7
-
-
195.7
Total
$
751.7 $
176.7 $
379.3 $
195.7
As of December 31, 2024 and 2023, our defined benefit pension plans’ assets did not hold any direct investment in Zimmer Biomet Holdings common stock.
Equity securities are valued using a market approach, based on quoted prices for the specific security from transactions in active exchange markets (Level 1), or
in some cases where we are invested in mutual or collective funds, based upon the net asset value per unit of the fund which is determined from quoted market
prices of the underlying securities in the fund’s portfolio (Level 2). Fixed income securities are valued using a market approach, based upon quoted prices for
the specific security or from institutional bid evaluations. 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):
December 31, 2024
Beginning Balance
$
195.7
Change in fair value of assets
8.6
Net purchases and sales
(7.4 )
Translation gain
(13.9 )
Ending Balance
$
183.0
We expect that we will have minimal legally required funding requirements in 2024 for the qualified U.S. and Puerto Rico defined benefit retirement plans, and
we do not expect to voluntarily contribute to these plans during 2025. Contributions to foreign defined benefit plans are estimated to be $15.1 million in 2025.
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 $56.2 million, $60.4 million and
$48.5 million related to these plans for the years ended December 31, 2024, 2023 and 2022, respectively.
17.
Income Taxes
The components of earnings from continuing operations before income taxes consisted of the following (in millions):
84
For the Years Ended December 31,
2024
2023
2022
United States operations
$
251.8 $
57.0 $
(242.4 )
Foreign operations
784.8
1,010.3
645.9
Total
$
1,036.6 $
1,067.3 $
403.5
The provision for income taxes and the income taxes paid consisted of the following (in millions):
For the Years Ended December 31,
2024
2023
2022
Current:
Federal
$
4.4
$
0.5
$
175.3
State
20.9
19.5
16.1
Foreign
153.8
118.5
(14.7 )
179.1
138.5
176.7
Deferred:
Federal
(59.7 )
(125.2 )
(74.8 )
State
(12.3 )
(16.7 )
1.6
Foreign
24.3
45.6
8.8
(47.7 )
(96.3 )
(64.4 )
Provision for income taxes
$
131.4
$
42.2
$
112.3
Net income taxes paid
$
328.5
$
215.2
$
326.6
A reconciliation of the U.S. statutory income tax rate to our effective tax rate is as follows:
For the Years Ended December 31,
2024
2023
2022
U.S. statutory income tax rate
21.0 %
21.0 %
21.0 %
State taxes, net of federal deduction
0.7
0.2
3.2
Tax impact of foreign operations, including U.S. taxes on
international income and foreign tax credits
(6.6 )
(0.3 )
(1.8 )
Change in valuation allowance
(0.3 )
(0.2 )
1.1
Non-deductible expenses
0.3
0.7
5.8
Goodwill impairment
-
-
15.3
Tax rate change
-
-
0.3
Tax impact of certain significant transactions
0.1
-
0.9
Tax benefit relating to foreign derived intangible income and
U.S. manufacturer’s
deduction
(0.2 )
(0.8 )
(2.9 )
R&D tax credit
(1.1 )
(0.6 )
(2.0 )
Share-based compensation
1.0
0.1
1.8
Net uncertain tax positions, including interest and penalties
(3.2 )
(16.0 )
(14.6 )
Other
1.0
(0.1 )
(0.2 )
Effective income tax rate
12.7 %
4.0 %
27.9 %
85
Our operations in Puerto Rico benefit from a tax incentive grant which expires in fiscal year 2026.
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.
The components of deferred taxes consisted of the following (in millions):
As of December 31,
2024
2023
Deferred tax assets:
Inventory
$
202.6 $
204.0
Net operating loss carryover
452.4
484.3
Tax credit carryover
100.5
81.8
Capital loss carryover
7.4
8.1
Product liability and litigation
25.9
27.9
Accrued liabilities
54.8
92.4
Share-based compensation
42.2
44.4
Accounts receivable
31.2
23.0
Research and development
129.9
103.9
Lease liability
58.1
52.6
Other
9.4
25.2
Total deferred tax assets
1,114.4
1,147.6
Less: Valuation allowances
(449.4 )
(464.6 )
Total deferred tax assets after valuation allowances
$
665.0 $
683.0
Deferred tax liabilities:
Fixed assets
$
118.2 $
122.2
Intangible assets
437.0
466.5
Foreign currency items
40.8
-
Lease asset
51.4
48.8
Other
50.0
41.2
Total deferred tax liabilities
697.4
678.7
Total net deferred income taxes
$
(32.4 ) $
4.3
At December 31, 2024, 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:
Net operating
loss
carryover
Tax credit
carryover
Capital loss
carryover
1-5 years
$
50.3 $
22.7 $
-
6-10 years
30.6
72.7
-
11+ years
245.5
4.0
-
Indefinite
126.0
1.2
7.4
452.4
100.5
7.4
Valuation allowances
$
392.7 $
41.7 $
7.4
The remaining valuation allowances booked against deferred tax assets of $7.7 million relate primarily to accrued liabilities and intangible assets that
management believes, more likely than not, will not be realized.
We generally intend to limit distributions such that they would not result in significant U.S. tax costs. These distributions could come from foreign subsidiaries
earnings that were previously taxed in the U.S. as a result of the transition tax or tax on Global Intangible Low-Taxed Income (“GILTI”). These previously taxed
earnings would not be subject to further U.S. federal tax. We have not provided deferred taxes on any other outside basis differences in our investments in other
foreign subsidiaries as these other outside basis differences are indefinitely reinvested in the
86
operations of our foreign entities. If we decide later to repatriate these earnings to the U.S., we would be required to provide for the net tax effects on these
amounts. We estimate that the total tax effect of a potential repatriation would not be significant under enacted tax laws and regulations and at current foreign
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,
2024
2023
2022
Balance at January 1
$
391.9 $
521.0 $
558.6
Increases related to prior periods
80.9
68.7
25.0
Decreases related to prior periods
(136.8 )
(206.2 )
(78.2 )
Increases related to current period
4.3
8.7
19.0
Decreases related to settlements with taxing
authorities
(98.4 )
-
(2.0 )
Decreases related to lapse of statute of limitations
(0.5 )
(0.3 )
(1.4 )
Balance at December 31
$
241.4 $
391.9 $
521.0
Amounts impacting effective tax rate, if recognized
balance at December 31
$
204.1 $
251.6 $
360.1
We recognize accrued interest and penalties related to unrecognized tax benefits as income tax expense. During 2024, we released interest and penalties of $86.9
million, and as of December 31, 2024, had a recognized liability for interest and penalties of $2.3 million, which does not include any increase related to
business combinations.
During 2023, we released interest and penalties of $45.3 million, and as of December 31, 2023, had a recognized liability for interest and penalties of $89.1
million, which does not include any increase related to business combinations. During 2022, we accrued interest and penalties of $18.1 million, and as of
December 31, 2022, had a recognized liability for interest and penalties of $134.5 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 initiatives led by the Organisation for Economic Cooperation and Development.
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
$50 million decrease to a $20 million increase.
We are under continuous audit by the Internal Revenue Service (“IRS”) and other foreign taxing authorities in the jurisdictions where we operate. In addition,
some jurisdictions in which we operate require payment of disputed taxes to petition a court or taxing authority, or we may elect to make such payments prior to
final resolution. We record any prepayments as income tax receivables when we believe our position is more likely than not to be upheld. We assess our
position on these disputes at each reporting period. 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 2019.
In September 2024, we reached agreement with the IRS for tax years 2010-2012 primarily related to the reallocation of profits between certain U.S. and foreign
subsidiaries. All issues related to these years are considered effectively settled.
The IRS has proposed adjustments for tax years 2013-2015, primarily related to transfer pricing involving our cost sharing agreement between the U.S. and
Switzerland affiliated companies and the reallocation of profits between certain U.S. and foreign subsidiaries. We intend to continue to vigorously contest the
adjustments, 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
87
payment of any amount related to this matter is required to be made, if at all, until all applicable proceedings have been completed.
The IRS has proposed adjustments for tax years 2016-2019, primarily related to the U.S. taxation of foreign earnings and profits, which could result in additional
material tax expense if we are unsuccessful in defending our position. This includes a proposed increase to our U.S. federal taxable income, which would result
in tax expense of approximately $312 million, subject to interest. We strongly believe that the position of the IRS, with regard to this matter, is inconsistent with
the applicable U.S. Treasury Regulations. We intend to continue 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 2016-2019, 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 audit or appeals.
In other major foreign jurisdictions, open years are generally 2016 or later.
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, 2024.
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,
2024
2023
2022
Weighted average shares outstanding for basic net
earnings per share
203.1
208.7
209.6
Effect of dilutive stock options and other
equity awards
0.8
1.0
0.7
Weighted average shares outstanding for diluted net
earnings per share
203.9
209.7
210.3
For the years ended December 31, 2024, 2023 and 2022, an average of 3.5 million options, 2.7 million options and 4.4 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.
19.
Segment Data
We design, manufacture and market orthopedic reconstructive products; sports medicine, biologics, extremities and trauma products; CMFT products; surgical
products; and a suite of integrated digital and robotic technologies that leverage data, data analytics and artificial intelligence. Our chief operating decision
maker (“CODM”) is our President and Chief Executive Officer. Our CODM allocates resources to achieve our operating profit goals through three operating
segments. These operating segments, which also constitute our reportable segments, are Americas; EMEA; and Asia Pacific.
Our CODM evaluates performance based upon segment operating profit exclusive of operating expenses and income 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,
88
integration, divestiture and related, certain litigation, certain EU MDR expenses, other charges and corporate functions (collectively referred to as “Corporate
items”). Corporate functions include corporate legal, finance, information technology, human resources and other corporate departments as well as stock-based
compensation and certain operations, distribution, quality assurance, regulatory expenses, research and development and marketing expenses. Intercompany
transactions have been eliminated from segment operating profit. In addition to evaluating performance on a monthly basis, the CODM uses sales and operating
profit information to manage the business, including identifying areas of focus and growth, reviewing operating trends and allocating resources. Our CODM
reviews accounts receivables and inventory assets (“Segment Assets”) as part of operating segment performance.
Our Americas operating segment is comprised principally of the U.S. and includes other North, Central and South American markets. Our EMEA operating
segment is comprised principally of Europe and includes the Middle East and African markets. Our Asia Pacific operating segment is comprised principally of
Japan, China and Australia and includes other Asian and Pacific markets. The Americas, EMEA and Asia Pacific operating segments include the commercial
operations as well as regional headquarter expenses to operate in those markets. Our operating segments do not include many centralized, product category
expenses such as R&D and global marketing that benefit all regions.
As discussed in Note 2, we implemented ASU 2023-07, Improvements to Reportable Segment Disclosures, and have included the significant expense categories
that are regularly provided to our CODM. Prior year information has been included to conform to the current year presentation as required by the ASU.
Segment operating profit measures by segment are as follows (in millions):
Americas
EMEA
Asia Pacific
Total
Year Ended December 31,
Year Ended December 31,
Year Ended December 31,
Year Ended December 31,
2024
2023
2022
2024
2023
2022
2024
2023
2022
2024
2023
2022
Net Sales
$
4,794.8
$
4,624.1
$
4,295.5
$
1,691.1
$
1,592.4
$
1,456.5
$
1,192.8
$
1,177.7
$
1,187.8
$
7,678.6
$
7,394.2
$
6,939.9
Cost of products sold, excluding
intangible asset amortization
983.7
967.8
915.6
588.9
541.8
550.4
375.5
362.5
379.2
Selling, general and administrative
1,230.7
1,165.9
1,094.8
507.3
505.5
483.2
346.5
367.2
363.3
Research and development
3.5
3.4
2.8
9.0
6.9
6.7
13.3
15.6
16.3
Segment profit
$
2,577.0
$
2,487.1
$
2,282.4
$
585.8
$
538.2
$
416.1
$
457.6
$
432.3
$
429.1
$
3,620.4
$
3,457.6
$
3,127.6
Corporate items
1,742.8
1,618.4
1,611.7
Intangible asset amortization
591.9
561.5
526.8
Goodwill and intangible asset
impairment
-
-
292.8
Other expense, net
31.1
9.3
128.0
Interest expense, net
218.0
201.2
164.8
Earnings from continuing
operations before income taxes
$
1,036.6
$
1,067.3
$
403.5
Other segment information is as follows (in millions):
Depreciation and Amortization
Segment Assets
Year Ended December 31,
As of December 31,
2024
2023
2022
2024
2023
Americas
$
150.3 $
134.5 $
130.3 $
1,344.0 $
1,212.0
EMEA
65.8
67.2
64.4
655.0
679.0
Asia Pacific
61.1
62.3
63.5
311.0
355.0
Corporate items
127.2
126.2
141.4
1,406.0
1,581.6
Intangible asset amortization
591.9
561.5
526.8
-
-
Total
$
996.3 $
951.7 $
926.4 $
3,716.0 $
3,827.6
We conduct business in the following countries that hold 10 percent or more of our total consolidated Property, plant and equipment, net (in millions):
As of December 31,
2024
2023
United States
$
1,258.3 $
1,265.1
Other countries
790.5
795.3
Property, plant and equipment, net
$
2,048.8 $
2,060.4
89
U.S. sales were $4,439.0 million, $4,288.8 million, and $4,012.4 million for the years ended December 31, 2024, 2023 and 2022, 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 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. 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.
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. 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):
For the Years Ended December 31,
2024
2023
2022
Lease cost
$
64.7
$
59.7 $
62.4
Cash paid for leases recognized in operating cash flows
$
57.9
$
62.8 $
65.2
Right-of-use assets obtained in exchange for new lease liabilities
$
86.2
$
77.8 $
72.0
As of December 31,
2024
2023
Right-of-use assets recognized in Other assets
$
213.5 $
203.8
Lease liabilities recognized in Other current liabilities
$
53.2 $
52.9
Lease liabilities recognized in Other long-term liabilities
$
190.2 $
174.4
Weighted-average remaining lease term
6.6 years
5.8 years
Weighted-average discount rate
3.5 %
2.8 %
Our variable lease costs are not significant.
Our future minimum lease payments as of December 31, 2024 were (in millions):
90
For the Years Ending December 31,
2025
$
59.7
2026
51.3
2027
41.2
2028
29.2
2029
22.6
Thereafter
73.2
Total
277.2
Less imputed interest
33.8
Total
$
243.4
21.
Commitments and Contingencies
From time to time, we are involved in various legal proceedings, including product liability, intellectual property, stockholder matters, tax disputes, commercial
disputes, employment matters, whistleblower and qui tam claims and investigations, governmental proceedings and investigations, and other legal matters that
arise in the normal course of our business, including those described below. 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
contingencies 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. In addition to the matters described herein,
we remain subject to the risk of future governmental, regulatory and legal actions. Governmental and regulatory actions may lead to product recalls, injunctions
and other restrictions on our operations and monetary sanctions, which may include substantial civil or criminal penalties. Actions involving intellectual
property could result in a loss of patent protection or the ability to market products, which could lead to significant sales reductions or cost increases, or
otherwise materially affect the results of our operations.
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, 2024, 2023, and 2022, we recognized $30.5 million, $21.6 million and $65.9 million, respectively, of net litigation-related charges. At
December 31, 2024 and 2023, accrued litigation liabilities were $156.4 million and $244.1 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 revision of the device. We have settled the majority of these claims in the U.S., but
other lawsuits are pending in various 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.
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. For various
reasons, 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 reasonably possible loss, as discussed above.
91
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). Most of
the cases in the MDL have been resolved. Other related cases are pending in various state and federal courts and in courts in Canada, and additional claims may
be asserted in the future. 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 reasonably 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 were originally 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), but the majority of the claims in the U.S. have been settled. Trials may still occur in the
future, and although each case 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. Lawsuits are pending in various foreign jurisdictions and additional claims are expected to be asserted. 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 reasonably possible loss, as discussed
above.
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 $325 million.
22.
Subsequent Events
In January 2025, we entered into a definitive agreement to acquire all outstanding shares of Paragon 28, Inc. (“Paragon 28”), a leading medical device company
focused exclusively on the foot and ankle orthopedic segment. The acquisition will give us a larger market share in the foot and ankle market, which is growing
faster than some of the other markets we compete in. Initial consideration of approximately $1.2 billion will be paid at closing. Paragon 28 shareholders will
also receive a non-tradeable contingent value right that may result in up to approximately $90 million in additional consideration if certain revenue milestones
are achieved. We expect to fund the proposed transaction through a combination of cash on hand and other available debt financing sources. Closing of the
proposed transaction is subject to the receipt of required regulatory approvals, approval by Paragon 28 stockholders and other customary closing conditions, and
is anticipated to close in the first half of 2025.
In February 2025, we issued senior notes with aggregate principal amounts of $600 million of 4.700% notes due 2027 (“2027 Notes”), $550 million of 5.050%
notes due 2030 (“2030 Notes”), and $600 million of 5.500% notes due 2035 (“2035 Notes”). We intend to use the net proceeds from these notes, together with
cash on hand or other immediately available funds, to pay the consideration, fees, and expenses for the Paragon 28 acquisition. We further intend to use a
portion of the proceeds of the 2027 Notes for general corporate purposes, which may include the repayment of other indebtedness (which could include the
repayment of our 3.550% notes due April 1, 2025), share repurchases, financing capital commitments and financing future acquisitions. If we fail to
consummate the Paragon 28 acquisition either (i) prior to November 28, 2025 (as such date may be extended in accordance with the terms of the Paragon 28
merger agreement and the supplemental indenture governing the 2030 Notes and the 2035 Notes); or (ii) due to the termination of Paragon 28 merger agreement
pursuant to its terms, then we will be obligated to redeem all of the 2030 notes and the 2035 notes on the special mandatory redemption date at a redemption
price equal to 101% of the principal amount of such series of notes, plus accrued and unpaid interest to, but excluding, the special mandatory redemption date.
92
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, 2024, 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:
•
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the
Company;
•
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
•
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, 2024. 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, 2024, the Company’s internal control over financial reporting is effective based
on those criteria.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, audited the effectiveness of our internal control over financial reporting as of
December 31, 2024 and issued an unqualified opinion thereon as stated in their report, which appears under Item 8 of this Annual Report on Form 10-K.
93
Changes in Internal Control Over Financial Reporting
In July 2024 we transitioned to a new ERP software system for a significant portion of our U.S. and Canada sales and commercial operations (the "ERP
implementation"). The new ERP replaced our existing order entry, fulfillment and financial systems, resulting in material changes to our business processes and
internal controls. This ERP implementation included changes to certain financial and commercial processes impacting key controls related to our internal
controls over financial reporting. We implemented and/or enhanced our internal control activities, where applicable, for any changes that occurred and we
continued to monitor the impact and implemented and/or enhanced our processes, procedures, and internal control over financial reporting during the fourth
quarter of 2024. Except as it relates to our ERP implementation, there were no changes in our internal control over financial reporting that occurred during the
quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Audit and Other Services
During the fourth quarter of 2024, the Audit Committee of our Board of Directors approved the engagement of PricewaterhouseCoopers LLP, our independent
registered public accounting firm, to perform certain audit related and tax services. This disclosure is made pursuant to Section 10A(i)(2) of the Exchange Act.
Trading Plan Arrangements
During the three-month period ended December 31, 2024, no members of our Board of Directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
adopted, amended or terminated any contract, instruction or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement, as defined in rules of the Securities and Exchange Commission.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
94
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information regarding our executive officers is included in Part I, Item 1 of this Annual Report on Form 10-K under the caption “Information About our
Executive Officers.”
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.
We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by directors, senior management and employees.
A copy of this policy is filed as an exhibit to this Annual Report on Form 10-K.
The additional information required by this item is incorporated by reference from our definitive Proxy Statement for our 2025 annual meeting of stockholders
(the “2025 Proxy Statement”) under the captions “Corporate Governance” and “Delinquent Section 16(a) Reports.”
Item 11. Executive Compensation
The information required by this item is incorporated by reference from our 2025 Proxy Statement under the captions “Executive Compensation” and
“Compensation of Non-Employee Directors.”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference from our 2025 Proxy Statement under the captions “Executive Compensation” and
“Ownership of our Stock.”
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by this item is incorporated by reference from our 2025 Proxy Statement under the caption “Corporate Governance.”
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference from our 2025 Proxy Statement under the caption “Audit Committee Matters.”
95
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) (1) Financial Statements: See the Consolidated Financial Statements under Item 8 of this Report.
(2) Financial Statements Schedule
Schedule II. Valuation and Qualifying Accounts (in millions):
Additions
Balance at
Charged
Deductions /
Effects of
Balance at
Beginning
(Credited)
Other Additions
Foreign
End of
Description
of Period
to Expense
to Reserve
Currency
Period
Allowance for Doubtful Accounts:
Year Ended December 31, 2022
$
60.1 $
22.5 $
(7.6 )
$
3.4 $
78.4
Year Ended December 31, 2023
78.4
5.1
(5.1 )
(3.3 )
75.1
Year Ended December 31, 2024
75.1
29.3
(7.1 )
(4.1 )
93.2
Deferred Tax Asset Valuation Allowances:
Year Ended December 31, 2022
$
460.1 $
3.0 $
2.0
$
(1.9 ) $
463.2
Year Ended December 31, 2023
463.2
(3.1 )
3.7
0.8
464.6
Year Ended December 31, 2024
464.6
(3.9 )
(7.9 )
(3.4 )
449.4
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: See Index to Exhibits below
(1)
(1)
(1)
(1)
96
INDEX TO EXHIBITS
Exhibit No
Description
2.1
Separation and Distribution Agreement, dated as of March 1, 2022, by and between Zimmer Biomet Holdings, Inc. and ZimVie Inc. (incorporated by reference
to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed March 1, 2022)
2.2+
Agreement and Plan of Merger, dated January 28, 2025, by and among Zimmer, Inc., Paragon 28, Inc., Gazelle Merger Sub I and Zimmer Biomet Holdings, Inc.
(incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed January 29, 2025)
3.1
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)
3.2
Restated Bylaws of Zimmer Biomet Holdings, Inc., effective December 14, 2022 (incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on
Form 10-K filed February 24, 2023)
4.1
Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934
4.2
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)
4.3
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)
4.4
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)
4.5
Form of 5.750% Note due 2039 (incorporated by reference to Exhibit 4.4 above)
4.6
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)
4.7
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)
4.8
Form of 3.550% Notes due 2025 (incorporated by reference to Exhibit 4.7 above)
4.9
Form of 4.250% Notes due 2035 (incorporated by reference to Exhibit 4.7 above)
4.10
Form of 4.450% Notes due 2045 (incorporated by reference to Exhibit 4.7 above)
4.11
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)
4.12
Form of 2.425% Notes due 2026 (incorporated by reference to Exhibit 4.11 above)
4.13
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)
4.14
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)
4.15
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)
4.16
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)
97
4.17
Form of 1.164% Notes due 2027 (incorporated by reference to Exhibit 4.16 above)
4.18
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)
4.19
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)
4.20
Form of 3.050% Notes due 2026 (incorporated by reference to Exhibit 4.19 above)
4.21
Form of 3.550% Notes due 2030 (incorporated by reference to Exhibit 4.19 above)
4.22
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)
4.23
Form of 2.600% Notes due 2031 (incorporated by reference to Exhibit 4.22 above)
4.24
Ninth Supplemental Indenture, dated as of December 1, 2023, 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 December 1, 2023)
4.25
Form of 5.350% Notes due 2028 (incorporated by reference to Exhibit 4.24 above)
4.26
Tenth Supplemental Indenture, dated as of August 15, 2024, 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 August 15, 2024)
4.27
Form of 5.200% Notes due 2034 (incorporated by reference to Exhibit 4.26 above)
4.28
Eleventh Supplemental Indenture, dated as of November 20, 2024, 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 20, 2024)
4.29
Form of 3.518% Notes due 2032 (incorporated by reference to Exhibit 4.28 above)
4.30
Agency Agreement, dated as of November 20, 2024, by and among Zimmer Biomet Holdings, Inc., as issuer, U.S. Bank Europe DAC, UK Branch, as paying
agent, U.S. Bank Trust Company, National Association, as transfer agent and registrar, and Computershare Trust Company, N.A., as trustee (incorporated by
reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed November 20, 2024)
10.1*
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)
10.2*
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)
10.3*
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)
10.4*
Amended and Restated Zimmer Biomet Deferred Compensation Plan, effective as of January 1, 2022 (incorporated by reference to Exhibit 10.2 to the
Registrant’s Quarterly Report on Form 10-Q filed May 5, 2022)
10.5*
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)
10.6*
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)
10.7*
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)
10.8*
Offer Letter, dated as of August 21, 2023, by and between Zimmer Biomet Holdings, Inc. and Ivan Tornos (incorporated by reference to Exhibit 10.1 to the
Registrant's Current Report on Form 8-K filed August 22, 2023)
98
10.9*
Change in Control Severance Agreement, dated as of August 21, 2023, by and between Zimmer Biomet Holdings, Inc. and Ivan Tornos (incorporated by
reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed August 22, 2023)
10.10*
Form of Amendment to Change in Control Severance Agreement with Ivan Tornos, Suketu Upadhyay, Rachel Ellingson, Lori Winkler and Paul Stellato
(incorporated by reference to Exhibit 10.51 to the Registrant’s Annual Report on Form 10-K filed February 23, 2024)
10.11*
Chief Executive Officer Confidentiality, Non-Competition and Non-Solicitation Agreement, dated as of August 21, 2023, by and between Zimmer Biomet
Holdings, Inc. and Ivan Tornos (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed August 22, 2023)
10.12*
Form of Change in Control Severance Agreement with Rachel Ellingson, Paul Stellato, Suketu Upadhyay and Lori Winkler (incorporated by reference to
Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed February 26, 2019)
10.13*
Form of Confidentiality, Non-Competition and Non-Solicitation Agreement with 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)
10.14*
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)
10.15*
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)
10.16*
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)
10.17*
Amendment to Change in Control Severance Agreement dated February 19, 2024 between Zimmer GmbH and Wilfred van Zuilen (incorporated by reference to
Exhibit 10.52 to the Registrant’s Annual Report on Form 10-K filed February 23, 2024)
10.18*
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)
10.19*
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)
10.20*
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)
10.21*
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)
10.22*
Deed of Amendment dated February 19, 2024 between Zimmer Asia (HK) Limited and Sang-Uk Yi (incorporated by reference to Exhibit 10.53 to the
Registrant’s Annual Report on Form 10-K filed February 23, 2024)
10.23*
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)
10.24*
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)
10.25*
Form of Confidentiality, Non-Competition and Non-Solicitation Agreement with Chad F. Phipps (incorporated by reference to Exhibit 10.3 to the Registrant’s
Current Report on Form 8-K filed June 26, 2015)
10.26*
Offer Letter by and between Zimmer Biomet Holdings, Inc. and Paul Stellato dated as of April 5, 2022 (incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K filed May 16, 2022)
10.27*
Form of Confidentiality, Non-Competition and Non-Solicitation Agreement with Paul Stellato (incorporated by reference to Exhibit 10.4 to the Registrant’s
Current Report on Form 8-K filed May 16, 2022)
10.28*
Form of Change in Control Severance Agreement with Mark Bezjak (incorporated by reference to Exhibit 10.54 to the Registrant’s Annual Report on Form 10-
K filed February 23, 2024)
10.29*
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)
10.30*
Amendment to 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 May 5, 2022)
10.31*
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)
99
10.32*
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)
10.33*
Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors, as amended August 25, 2023 (incorporated by reference to Exhibit
10.6 to the Registrant’s Quarterly Report on Form 10-Q filed November 7, 2023)
10.34*
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)
10.35*
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)
10.36*
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)
10.37*
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)
10.38*
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)
10.39*
Form of Nonqualified Stock Option Award Agreement (three-year vesting) under the Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan (incorporated
by reference to Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K filed February 25, 2022)
10.40*
Form of Performance-Based Restricted Stock Unit Award Agreement (2022) 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 25, 2022)
10.41*
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)
10.42*
Form of Restricted Stock Unit Award Agreement (three-year vesting) under the Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan (incorporated by
reference to Exhibit 10.40 to the Registrant’s Annual Report on Form 10-K filed February 25, 2022)
10.43*
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 Registrant's Quarterly Report on Form 10-Q filed August 6, 2018)
10.44
Zimmer Biomet Holdings, Inc. Employee Stock Purchase Plan, as amended and restated effective May 10, 2024 (incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K filed May 15, 2024)
10.45
Tax Matters Agreement, dated as of March 1, 2022, by and between Zimmer Biomet Holdings, Inc. and ZimVie Inc. (incorporated by reference to Exhibit 10.1
to the Registrant’s Current Report on Form 8-K filed March 1, 2022)
10.46
Transition Services Agreement, dated as of March 1, 2022, by and between Zimmer Biomet Holdings, Inc. and ZimVie Inc. (incorporated by reference to
Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed March 1, 2022)
10.47
Intellectual Property Matters Agreement, dated as of March 1, 2022, by and between Zimmer Biomet Holdings, Inc. and ZimVie Inc. (incorporated by reference
to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed March 1, 2022)
10.48
Transition Manufacturing and Supply Agreement, dated as of March 1, 2022, by and between Zimmer, Inc. and ZimVie Inc. (incorporated by reference to
Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed March 1, 2022)
10.49
Reverse Transition Manufacturing and Supply Agreement, dated as of March 1, 2022, by and between Zimmer, Inc. and ZimVie Inc. (incorporated by reference
to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed March 1, 2022)
10.50
Transitional Trademark License Agreement, dated as of March 1, 2022, by and between Zimmer Biomet Holdings, Inc. and ZimVie Inc. (incorporated by
reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed March 1, 2022)
100
10.51
Five-Year Revolving Credit Agreement, dated as of June 28, 2024, 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 July 1, 2024)
10.52
364-Day Revolving Credit Agreement, dated as of June 28, 2024, 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 July 1, 2024)
19
Zimmer Biomet Holdings, Inc. Stock Trading Policy, effective April 26, 2023
21
List of Subsidiaries of Zimmer Biomet Holdings, Inc.
23
Consent of PricewaterhouseCoopers LLP
31.1
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
31.2
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
32
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1
Zimmer Biomet Holdings, Inc. Compensation Recovery Policy, effective October 2, 2023 (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual
Report on Form 10-K filed February 23, 2024)
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 with Embedded Linkbase Documents
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+ Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request;
provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.
* Management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
None
101
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.
ZIMMER BIOMET HOLDINGS, INC.
By:
/s/ Ivan Tornos
Dated: February 25, 2025
Ivan Tornos
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
/s/ Ivan Tornos
President, Chief Executive Officer and Director
February 25, 2025
Ivan Tornos
(Principal Executive Officer)
/s/ Suketu Upadhyay
Chief Financial Officer and Executive Vice President - Finance, Operations
and Supply Chain
February 25, 2025
Suketu Upadhyay
(Principal Financial Officer)
/s/ Paul Stellato
Vice President, Controller and Chief Accounting
February 25, 2025
Paul Stellato
Officer (Principal Accounting Officer)
/s/ Christopher Begley
Director
February 25, 2025
Christopher Begley
/s/ Betsy Bernard
Director
February 25, 2025
Betsy Bernard
/s/ Michael Farrell
Director
February 25, 2025
Michael Farrell
/s/ Robert Hagemann
Director
February 25, 2025
Robert Hagemann
/s/ Arthur Higgins
Director
February 25, 2025
Arthur Higgins
/s/ Maria Teresa Hilado
Director
February 25, 2025
Maria Teresa Hilado
/s/ Syed Jafry
Director
February 25, 2025
Syed Jafry
/s/ Sreelakshmi Kolli
Director
February 25, 2025
Sreelakshmi Kolli
/s/ Devdatt Kurdikar
Director
February 25, 2025
Devdatt Kurdikar
/s/ Louis A. Shapiro
Director
February 25, 2025
Louis A. Shapiro
Exhibit 4.1
1
Description of the Registrant’s Securities Registered Under
Section 12 of the Securities Exchange Act of 1934
As of December 31, 2024, Zimmer Biomet Holdings, Inc. (the “Company,” “we,” “our” and “us” refer solely to Zimmer Biomet Holdings, Inc.)
maintained four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) our common
stock (the “Common Stock”); (2) our €500,000,000 of 2.425% notes due 2026 (the “2026 Notes”); (3) our €500,000,000 of 1.164% notes due 2027 (the “2027
Notes); and (4) our €700,000,000 of 3.518% notes due 2032 (the “2032 Notes” and, together with the 2026 Notes and the 2027 Notes, the “Notes”).
Description of Common Stock
The following is a description of the material terms of our Common Stock. The description is qualified in its entirety by reference to our Restated
Certificate of Incorporation (the “Certificate”), our Restated Bylaws (the “Bylaws”) and the applicable provisions of the Delaware General Corporation Law, as
amended (the “DGCL”). Our Certificate and Bylaws are filed or incorporated by reference as exhibits to the Annual Report on Form 10-K for the year ended
December 31, 2024.
General
Our authorized capital stock consists of 1,000,000,000 shares of Common Stock, $0.01 par value per share, and 250,000,000 shares of preferred
stock, par value $0.01 per share. All outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable.
Voting Rights
The holders of shares of our Common Stock are entitled to one vote per share on all matters to be voted on by stockholders. The holders of shares of
our Common Stock are not entitled to cumulate their votes in the election of directors, which means that holders of a majority of the outstanding shares of our
Common Stock can elect all of our directors.
Dividend Rights
The holders of shares of our Common Stock are entitled to receive such dividends as our Board of Directors may from time to time, and in its
discretion, declare from any funds legally available therefor.
Liquidation Rights
Upon our liquidation, after payment or provision for payment of all of our obligations and any liquidation preference of any outstanding preferred
stock, the holders of shares of our Common Stock are entitled to share ratably in our remaining assets.
No Preemptive Rights
The holders of shares of our Common Stock are not entitled to preemptive, subscription or conversion rights, and there are no redemption or sinking
fund provisions applicable to the Common Stock. The holders of shares of our Common Stock are not subject to further calls or assessments by us.
Listing
The Common Stock is traded on the New York Stock Exchange under the symbol “ZBH.”
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is Computershare Trust Company, N.A.
Anti-Takeover Provisions
Our Certificate, Bylaws and certain provisions of the DGCL may have an anti-takeover effect. These provisions may delay, defer or prevent a tender
offer or takeover attempt that a stockholder would consider in its best interest. This includes an attempt that might result in a premium over the market price for
the shares of Common Stock held by stockholders. These provisions are expected to discourage certain types of coercive takeover practices and inadequate
takeover bids. They are also expected to encourage persons seeking to acquire control of the Company to negotiate first with our Board of Directors. We believe
that the benefits of these provisions
Exhibit 4.1
2
outweigh the potential disadvantages of discouraging takeover proposals because, among other things, negotiation of takeover proposals might result in an
improvement of their terms.
Delaware Anti-Takeover Law
We are a Delaware corporation and, as such, we are subject to the provisions of Section 203 of the DGCL. In general, Section 203 prohibits a public
Delaware corporation from engaging in a Business Combination (as defined below) with an Interested Stockholder (as defined below) for three years after the
time at which the person became an Interested Stockholder, unless:
•
prior to such person becoming an Interested Stockholder, the Board of Directors approved either the Business Combination or the transaction in
which the stockholder became an Interested Stockholder;
•
upon becoming an Interested Stockholder, the stockholder owned at least 85% of the Company’s outstanding voting stock other than shares held
by directors who are also officers and certain employee benefit plans; or
•
the Business Combination is approved by both the Board of Directors and by holders of at least 66 2/3% of the Company’s outstanding voting
stock, excluding shares owned by the Interested Stockholder, at a meeting and not by written consent.
For purposes of Section 203 of the DGCL, the below definitions apply:
•
“Business Combination” means mergers, asset sales and other similar transactions with an Interested Stockholder; and
•
“Interested Stockholder” means a person who, together with its affiliates and associates, owns, or under certain circumstances has owned within
the prior three years, 15% or more of the outstanding voting stock.
Although Section 203 permits a Delaware corporation to elect not to be governed by its provisions, we have not made this election.
Special Meetings of Stockholders
Our Certificate provides that a special meeting of stockholders may be called only by:
•
a majority of our Board of Directors pursuant to a resolution stating the purpose or purposes of the special meeting;
•
the Chairman of the Board of Directors; or
•
the Secretary, but only if one or more stockholders with a net long position of at least 15% of the Company’s outstanding shares of Common
Stock so request in writing in accordance with, and subject to, all applicable provisions of our Bylaws.
For purposes of the special meeting provision of our Certificate, the below definitions apply:
•
A majority of our Board of Directors is equal to a majority of the total number of directors which the Company would have if there were no
vacancies or unfilled newly-created directorships.
•
A net long position will be determined in accordance with Rule 14e-4 under the Exchange Act and will be reduced by the number of shares as to
which our Board of Directors determines that such holder does not, or will not, have the right to vote or direct the vote at the special meeting or
as to which our Board of Directors determines that such holder has entered into any derivative or other agreement, arrangement or understanding
that hedges or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares.
Advance Notice and Proxy Access Provisions
Our Bylaws establish an advance notice procedure for stockholders to make nominations of candidates for election as directors or bring other
business before an annual meeting of stockholders. This procedure provides that:
•
the only persons who will be eligible for election as directors are persons who are nominated by or at the direction of our Board of Directors, or
by a stockholder who has given timely written notice
Exhibit 4.1
3
containing specified information to the Company’s Secretary prior to the meeting at which directors are to be elected; and
•
the only business that may be conducted at an annual meeting is business that has been brought before the meeting by or at the direction of our
Board of Directors, or by a stockholder who has given timely written notice containing specified information to the Company’s Secretary of the
stockholder’s intention to bring the business before the meeting.
In general, we must receive written notice of stockholder nominations to be made or business to be brought at an annual meeting no later than 90
calendar days nor earlier than 120 calendar days prior to the first anniversary of the date of the previous year’s annual meeting in order for the notice to be
timely. The notice must contain information concerning (i) the nominees or the matters to be brought before the meeting, and (ii) the stockholder submitting the
proposal.
In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also provide notice
that sets forth the information required by Rule 14a-19 under the Exchange Act no later than 60 calendar days prior to the anniversary of the previous year's
annual meeting date.
The purposes of requiring stockholders to give us advance notice of nominations and other business include the following:
•
to afford our Board of Directors a meaningful opportunity to consider the qualifications of the proposed nominees or the advisability of the other
proposed business;
•
to the extent deemed necessary or desirable by our Board of Directors, to inform stockholders and make recommendations about such
qualifications or business;
•
to provide a more orderly procedure for conducting meetings of stockholders; and
•
to ensure compliance with applicable laws and regulations.
Our Bylaws do not give our Board of Directors any power to disapprove stockholder nominations for the election of directors or proposals for
action. However, these provisions may preclude stockholders from bringing matters before an annual meeting of stockholders or from making nominations for
directors at an annual meeting of stockholders. Our Bylaws may also deter a third party from soliciting proxies to approve its own proposal or in support of its
own director nominees, without regard to whether consideration of the proposals or nominees might be harmful or beneficial to us and our stockholders.
In addition, our Bylaws contain “proxy access” provisions. Such provisions permit an eligible stockholder, or a group of up to 20 eligible
stockholders, to nominate and include in the Company’s proxy materials director nominees constituting up to the greater of (i) two individuals or (ii) 20% of our
Board of Directors; provided that the nominating stockholder(s) and nominee(s) satisfy the requirements described in the Bylaws. To be considered eligible, a
stockholder must have continuously held at least 3% of the Company’s outstanding shares of Common Stock for at least three years. The proxy access
provisions may preclude certain stockholders from nominating director candidates, or certain director candidates from being properly nominated, in each case
pursuant to our proxy access provisions.
Exclusive Forum
Our Bylaws provide that, unless we consent in writing to an alternative forum, a state or federal court located in the State of Delaware will be the
sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by
any director, officer or other employee of ours to us or our stockholders, (iii) any action asserting a claim against us or any director, officer or other employee of
ours arising pursuant to any provision of the DGCL or our Certificate or Bylaws (as either may be amended from time to time), or (iv) any action asserting a
claim against us or any director, officer or other employee of ours governed by the internal affairs doctrine. Although we believe this provision benefits us by
providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, it may have the effect of discouraging lawsuits
against us or our directors and officers. The enforceability of similar choice of forum provisions in other companies’ governing documents has been challenged
in legal proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a court could find the choice of forum
provision contained in our Bylaws to be inapplicable or unenforceable.
Exhibit 4.1
4
Authority of the Board of Directors
Our Board of Directors has the power to issue any or all of the shares of the Company’s capital stock, including the authority to establish one or
more series of preferred stock and to fix the powers, preferences, rights and limitations of such class or series, without seeking stockholder approval, which
could delay, defer or prevent any attempt to acquire or control us. Our Board of Directors also has the right to fill vacancies on the Board of Directors and to
amend, repeal, and adopt new Bylaws upon the affirmative vote of a majority of the Board of Directors. The Bylaws may also be amended, repealed, and new
Bylaws may be adopted, at any meeting of the stockholders upon the affirmative vote of the holders of a majority of the voting power of the then issued and
outstanding voting stock.
Description of the Notes
The following description of our Notes is a summary and does not purport to be complete. The summary is subject to and qualified in its entirety by
reference to the indenture between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association (the
“Trustee”) dated as of November 17, 2009, as supplemented (1) in the case of the 2026 Notes, by the Fourth Supplemental Indenture, dated as of December 13,
2016, (2) in the case of the 2027 Notes, by the Sixth Supplemental Indenture, dated as of November 15, 2019, and (3) in the case of the 2032 Notes, by the
Eleventh Supplemental Indenture, dated as of November 20, 2024 (together, the “Indenture”), which, along with the forms of the 2026 Notes, the 2027 Notes
and the 2032 Notes, are incorporated by reference as exhibits to the Annual Report on Form 10-K for the year ended December 31, 2024.
General
The 2026 Notes, the 2027 Notes and the 2032 Notes are each traded on the New York Stock Exchange under the bond trading symbols of “ZBH
26,” “ZBH 27” and “ZBH 32,” respectively. The Notes do not have the benefit of any sinking fund. The Notes are not convertible or exchangeable. The Notes
were issued in minimum denominations of €100,000 and integral multiples of €1,000 above that amount.
The 2026 Notes
The 2026 Notes were initially issued on December 13, 2016 in an aggregate principal amount of €500,000,000 and mature on December 13, 2026.
The 2026 Notes bear interest at the rate of 2.425% per annum from the date of original issuance. As of February 18, 2025, €500,000,000 aggregate principal
amount of the 2026 Notes were outstanding.
The 2027 Notes
The 2027 Notes were initially issued on November 15, 2019 in an aggregate principal amount of €500,000,000 and mature on November 15, 2027.
The 2027 Notes bear interest at the rate of 1.164% per annum from the date of original issuance. As of February 18, 2025, €500,000,000 aggregate principal
amount of the 2027 Notes were outstanding.
The 2032 Notes
The 2032 Notes were initially issued on November 20, 2024 in an aggregate principal amount of €700,000,000 and mature on December 15, 2032.
The 2032 Notes bear interest at the rate of 3.518% per annum from the date of original issuance. As of February 18, 2025, €700,000,000 aggregate principal
amount of the 2032 Notes were outstanding.
Ranking
Each series of the Notes are our unsecured and unsubordinated debt obligations and rank equally in right of payment with all of our other unsecured
and unsubordinated indebtedness. The Notes are effectively subordinated to all liabilities of our subsidiaries, including trade payables. Since we conduct many
of our operations through our subsidiaries, our right to participate in any distribution of the assets of a subsidiary when it winds up its business is subject to the
prior claims of the creditors of the subsidiary. This means that a noteholder’s right as a holder of the Notes will also be subject to the prior claims of these
creditors if a subsidiary liquidates or reorganizes or otherwise winds up its business. If we are a creditor of any of our subsidiaries, our right as a creditor would
be subordinated to any security interest in such assets of our subsidiaries and any indebtedness of our subsidiaries senior to that held by us. Such subsidiary
indebtedness would be structurally senior to the Notes.
Exhibit 4.1
5
Payment on the Notes
We will make interest payments on the 2026 Notes annually in arrears on December 13 of each year to the holders of record at the close of business
(whether or not a business day) on the immediately preceding November 28. We will make interest payments on the 2027 Notes annually in arrears on
November 15 of each year to the holders of record at the close of business (whether or not a business day) on the immediately preceding November 1. We will
make interest payments on the 2032 Notes annually in arrears on December 15 of each year to the holders of record at the close of business (whether or not a
business day) on the immediately preceding December 1. Interest on the Notes will be computed on the basis of the actual number of days in the period for
which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes, to, but excluding, the
next scheduled interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International
Capital Market Association.
If an interest payment date or the maturity date with respect to the Notes falls on a day that is not a business day, the related payment of interest or
principal, as applicable, will be made on the next business day as if it were made on the date the payment was due, and no interest will accrue on the amount so
payable for the period from and after that interest payment date or the maturity date, as the case may be, to the date the payment is made. Interest payments will
include accrued interest from and including the date of issue or from and including the last date in respect of which interest has been paid, as the case may be, to,
but excluding, the interest payment date or the date of maturity, as the case may be.
As used in this Description of the Notes, a “business day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a (i) day on
which banking institutions in New York, New York or in the place of payment for a series of the Notes are authorized or obligated by law or executive order to
close, or (ii) day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer system (the TARGET2 system), or any successor
thereto, is closed.
Interest Rate Adjustment Based on Rating Events
The interest rate payable on the 2026 Notes will be subject to adjustment from time to time in the event of a Step Up Rating Change or a Step Down
Rating Change (each, as defined below), as the case may be.
From and including the first interest payment date on or after the date of a Step Up Rating Change in respect of the 2026 Notes, if any, the applicable
interest rate payable on such 2026 Notes shall be increased by 1.25% per annum to 3.675% per annum. In the event of a Step Down Rating Change in respect of
the 2026 Notes, if any, following a Step Up Rating Change in respect of such 2026 Notes, from and including the first interest payment date on or after the date
of such Step Down Rating Change, the applicable interest rate payable on the 2026 Notes shall be decreased by 1.25% per annum to 2.425% per annum. If a
Step Up Rating Change and, subsequently, a Step Down Rating Change, occur in respect of the 2026 Notes during the same period beginning on the day
following an interest payment date to, and including, the next interest payment date, the applicable rate of interest payable on such 2026 Notes shall neither be
increased nor decreased as a result of either such event.
We agreed to use commercially reasonable efforts to maintain a credit rating for the 2026 Notes from each of Moody’s (as defined below) and S&P
(as defined below). In the event that either of Moody’s or S&P ceases to, or fails to, rate the 2026 Notes publicly for reasons outside of our control, we shall use
commercially reasonable efforts to obtain a rating of the 2026 Notes from a substitute Rating Agency (as defined below).
There is no limit on the number of times that the applicable rate of interest may be adjusted pursuant to a Step Up Rating Change or a Step Down
Rating Change during the term of the 2026 Notes, provided that at no time during the term of the 2026 Notes will the applicable rate of interest be lower than
2.425% per annum nor higher than 3.675% per annum.
Definitions
“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and a rating
of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) or the equivalent investment grade credit rating from any additional
Rating Agency or Rating Agencies selected by us.
“Moody’s” means Moody’s Ratings (formerly known as Moody’s Investors Service Inc.) and any successor to its rating agency business.
Exhibit 4.1
6
“Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the
Notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)
(F) under the Exchange Act, selected by us as a replacement agency for Moody’s or S&P, as the case may be.
“S&P” means S&P Global Ratings, a division of S&P Global Inc. (formerly known as Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc.)
“Step Down Rating Change” means the reinstatement of an Investment Grade rating of the 2026 Notes following the occurrence of a Step Up Rating
Change in respect of the 2026 Notes.
“Step Up Rating Change” means the failure of the 2026 Notes to be rated Investment Grade by either Rating Agency or both Rating Agencies at any
time after the original issue date of the 2026 Notes.
Payments in Euro
All principal, including any payments made upon any redemption or repurchase of the Notes, premium, if any, and interest payments in respect of
the Notes will be payable in euro.
If euro is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control or the euro is no longer used by the
member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions within the
international banking community, then all payments in respect of the Notes will be made in U.S. dollars until euro is again available to us or so used. In such
circumstances, the amount payable on any date in euro will be converted to U.S. dollars on the basis of the Market Exchange Rate (the noon buying rate in the
City of New York for cable transfers of euro as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of
New York) on the second business day before that payment is due, or if such Market Exchange Rate is not then available, on the basis of the most recently
available Market Exchange Rate on or before the date that payment is due. Any payment in respect of the Notes so made in U.S. dollars will not constitute an
event of default under the Notes or the Indenture. Neither the Trustee nor the paying agent for the Notes (the “London Paying Agent”) shall be responsible for
obtaining exchange rates, effecting conversions or otherwise handling re-denominations.
Optional Redemption
2026 Notes and 2027 Notes
We may redeem the 2026 Notes and the 2027 Notes at our option, either in whole at any time or in part from time to time, prior to the applicable Par
Call Date (as defined below), upon not less than 30 or more than 60 days prior notice transmitted to the registered holders of such series of Notes to be
redeemed, at a redemption price equal to the greater of:
(1) 100% of the principal amount of the 2026 Notes or 2027 Notes, as applicable, to be redeemed; and
(2) the sum of the present values of the Remaining Scheduled Payments (as defined below) of the 2026 Notes or 2027 Notes, as applicable,
to be redeemed, discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government
Bond Rate (as defined below), plus 25 basis points in the case of the 2027 Notes, or 35 basis points in the case of the 2026 Notes;
plus accrued and unpaid interest on the 2026 Notes or 2027 Notes being redeemed to, but excluding, the redemption date. With respect to any such redemption,
we will notify the Trustee of the redemption price promptly after the calculation thereof and the Trustee will not be responsible for such calculation.
In addition, we may redeem all or part of each series of the 2026 Notes and 2027 Notes at any time or from time to time on and after the applicable
Par Call Date, at our option upon not less than 30 or more than 60 days prior notice transmitted to the registered holders of such series of Notes to be redeemed,
at a redemption price equal to 100% of the principal amount of the 2026 Notes or 2027 Notes, as applicable, to be redeemed, plus accrued and unpaid interest
thereon to, but excluding, the redemption date.
Notwithstanding the foregoing, installments of interest on the 2026 Notes or the 2027 Notes that are due and payable on interest payment dates
falling on or prior to a redemption date will be payable on the interest
Exhibit 4.1
7
payment date to the registered holders as of the close of business on the relevant record date according to the 2026 Notes and the 2027 Notes and the Indenture.
On and after the redemption date, interest will cease to accrue on the 2026 Notes and/or 2027 Notes, or any portion of such series of Notes called for
redemption (unless we default in the payment of the redemption price and accrued interest). On or prior to the redemption date, we will deposit with the London
Paying Agent money sufficient to pay the redemption price of and accrued interest on the 2026 Notes and/or 20207 Notes to be redeemed to, but excluding, the
redemption date. If less than all of the 2026 Notes or the 2027 Notes, as applicable, are to be redeemed, the Notes in that series to be redeemed shall be selected
by the Trustee by a method the Trustee deems to be fair and appropriate, or in the event that the 2026 Notes and/or the 2027 Notes are represented by one or
more global notes, beneficial interests therein shall be selected for redemption by Clearstream Banking S.A. (“Clearstream”) and Euroclear Bank SA/NV
(“Euroclear”) in accordance with their respective applicable procedures therefor. If the 2026 Notes or the 2027 Notes, as applicable, are listed on any national
securities exchange, Euroclear or Clearstream will select the Notes of such series in compliance with the requirements of the principal national securities
exchange on which the 2026 Notes or the 2027 Notes, as applicable, are listed. Notwithstanding the foregoing, if less than all of the 2026 Notes or the 2027
Notes are to be redeemed, no Notes of such series of a principal amount of €100,000 or less shall be redeemed in part.
The 2026 Notes and the 2027 Notes are also subject to redemption prior to maturity if certain developments occur affecting United States taxation. If
any of these developments do occur, the 2026 Notes and the 2027 Notes may be redeemed at a redemption price equal to 100% of the principal amount of such
series of the Notes, together with accrued and unpaid interest on such Notes to, but excluding, the date fixed for redemption. See “Tax Redemption.”
2032 Notes
Prior to September 15, 2032 (three months prior to their maturity date), we may redeem the 2032 Notes at our option, either in whole or in part, at
any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater
of:
(1) 100% of the principal amount of the 2032 Notes to be redeemed; and
(2) the sum of the present values of the Remaining Scheduled Payments of principal and interest on the 2032 Notes to be redeemed,
discounted to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate, plus 20
basis points less (b) interest accrued to the date of redemption,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after September 15, 2032, we may redeem the 2032 Notes, in whole or in part, at any time and from time to time, at a redemption price equal
to 100% of the principal amount of the 2032 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
We will calculate the redemption price as described in the terms of the 2032 Notes to be redeemed and will deliver an officer’s certificate to the
Trustee setting forth the redemption price no later than two business days prior to the redemption date (or such later date as the Trustee may agree), and the
Trustee will not be responsible for such calculation nor shall the Trustee have any duty to monitor the accuracy of any calculations made by us. Our actions and
determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the applicable procedures of
Euroclear/Clearstream) at least 10 days but not more than 60 days before the redemption date to each holder of 2032 Notes to be redeemed.
In the case of a partial redemption, selection of the 2032 Notes for redemption will be made in accordance with the procedures of the clearing
systems, and in the case the 2032 Notes are no longer in global form or the clearing systems have no procedures, the London Paying Agent will select the
particular 2032 Notes or portions thereof for redemption from the outstanding 2032 Notes not previously called by such method as the London Paying Agent
deems appropriate and fair. No 2032 Notes of a principal amount of €100,000 or less will be redeemed in part. If any 2032 Note is to be redeemed in part only,
the notice of redemption that relates to the 2032 Note will state the portion of the principal amount of the 2032 Note to be redeemed. A new 2032 Note in a
principal amount equal
Exhibit 4.1
8
to the unredeemed portion of the 2032 Note will be issued in the name of the holder of the 2032 Note upon surrender for cancellation of the original 2032 Note.
For so long as the 2032 Notes are in global form, the redemption of the 2032 Notes shall be done in accordance with the policies and procedures of the
applicable depositary.
Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the 2032 Notes or portions
thereof called for redemption.
The 2032 Notes are also subject to redemption prior to maturity if certain developments occur affecting United States taxation. If any of these
developments do occur, the 2032 Notes may be redeemed at a redemption price equal to 100% of the principal amount of the 2032 Notes, together with accrued
and unpaid interest on such 2032 Notes to, but excluding, the date fixed for redemption. See “Tax Redemption.”
Definitions
“Comparable Government Bond” means:
•
for the 2026 Notes and 2027 Notes, in relation to any Comparable Government Bond Rate calculation, at the discretion of an Independent
Investment Banker (as defined below), a German government bond whose (a) maturity is closest to the maturity of the applicable series of the
Notes (assuming, for this purpose, such Notes mature on the applicable Par Call Date) and (b) principal amount is approximately equal to the
then outstanding principal amount of such series of the Notes, or if such Independent Investment Banker in its discretion determines that such
similar bond is not in issue, such other German government bond as such Independent Investment Banker may, with the advice of the Reference
Bond Dealers (as defined below), determine to be appropriate for determining the Comparable Government Bond Rate; or
•
for the 2032 Notes, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank
selected by us, a German government bond whose maturity is closest to the maturity of the 2032 Notes to be redeemed, or if such independent
investment bank in its discretion determines that such similar bond is not in issue, such other German government bond as such independent
investment bank may, with the advice of the three brokers of, and/or market makers in, German Government bonds selected by us, determine to
be appropriate for determining the Comparable Government Bond Rate.
“Comparable Government Bond Rate” means:
•
for the 2026 Notes and 2027 Notes, the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards),
at which the gross redemption yield on the 2026 Notes or the 2027 Notes to be redeemed, if they were to be purchased at such price on the third
business day prior to the date fixed for redemption, would be equal to the gross redemption yield on such business day of the Comparable
Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such
business day as determined by the Independent Investment Banker; or
•
for the 2032 Notes, the yield to maturity, expressed as a percentage (rounded to three decimal places, 0.0005 being rounded upwards), on the
third business day prior to the date fixed for redemption, of the applicable Comparable Government Bond on the basis of the middle market
price of such Comparable Government Bond prevailing at 11:00 a.m. (London time) on such business day as determined by the independent
investment bank selected by us
“Independent Investment Banker” means one of the Reference Bond Dealers that we appoint in good faith as the Independent Investment Banker
from time to time.
“Par Call Date” means September 13, 2026, in the case of the 2026 Notes (the date that is three months prior to the maturity date of the 2026 Notes),
September 15, 2027, in the case of the 2027 Notes (the date that is two months prior to the maturity date of the 2027 Notes), and September 15, 2032, in the case
of the 2032 Notes (the date that is three months prior to the maturity date of the 2032 Notes).
“Reference Bond Dealer” means each of BNP Paribas, HSBC Bank plc and RBC Europe Limited and their respective successors in the case of the
2026 Notes, and BNP Paribas, J.P. Morgan Securities plc, MUFG
Exhibit 4.1
9
Securities EMEA plc and SMBC Nikko Capital Markets Limited and their respective successors in the case of the 2027 Notes.
“Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and
interest thereon that would be due after the related redemption date for such redemption (assuming, for this purpose, (i) with respect to the 2026 Notes, such
2026 Note matures on the applicable Par Call Date and that interest payments on such 2026 Note will be based on the rate of 2.425% per annum or 3.675% per
annum, whichever is in effect at the time we transmit notice to the registered holders of the 2026 Notes to be redeemed and (ii) with respect to the 2027 Notes
and the 2032 Notes, the Notes of such series mature on the applicable Par Call Date); provided, however, that, if such redemption date is not an interest payment
date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon
to such redemption date.
Payment of Additional Amounts
2026 Notes and 2027 Notes
All payments in respect of the 2026 Notes and the 2027 Notes will be made without withholding or deduction for, or on account of, any present or
future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States, any political subdivision thereof or any
taxing authority thereof or therein, unless such withholding or deduction is required by law. If such withholding or deduction is required by law, we will pay to a
holder who is not a United States person (as defined below) such additional amounts on the 2026 Notes and/or 2027 Notes as are necessary in order that the net
payment of the principal of, and premium, if any, and interest on, such 2026 Notes and/or 2027 Notes to such holder, after such withholding or deduction will
not be less than the amount provided in such 2026 Notes and/or 2027 Notes to be then due and payable; provided, however, that the foregoing obligation to pay
additional amounts shall not apply:
(1) to any tax, assessment or other governmental charge that would not have been imposed but for the holder, or a fiduciary, settlor,
beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate
or trust administered by a fiduciary holder, being considered as:
(a) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment
in the United States or having or having had a qualified business unit which has the United States dollar as its functional currency;
(b) having a current or former connection with the United States (other than a connection arising solely as a result of the
ownership of such 2026 Notes and 2027 Notes, the receipt of any payment or the enforcement of any rights thereunder) or being considered
as having such relationship, including being or having been a citizen or resident of the United States;
(c) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation
for United States income tax purposes or a foreign personal holding company that has accumulated earnings to avoid United States federal
income tax;
(d) being or having been a “10-percent shareholder” of the Company as defined in Section 871(h)(3) of the Internal Revenue
Code of 1986, as amended (the “Code”), and the Treasury regulations thereunder or any successor provision; or
(e) being a bank described in Section 881(c)(3)(A) of the Code;
(2) to any holder that is not the sole beneficial owner of such 2026 Notes and/or 2027 Notes, or a portion of such 2026 Notes and/or 2027
Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a
beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had
the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(3) to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder or any other
person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection
with the United States
Exhibit 4.1
10
of the holder or beneficial owner of such 2026 Notes and/or 2027 Notes, if compliance is required by statute, by regulation of the United States, any
political subdivision thereof or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a
precondition to exemption from such tax, assessment or other governmental charge;
(4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by us or the London Paying Agent
(as the case may be) from the payment;
(5) to any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or
administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever
occurs later;
(6) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other
governmental charge;
(7) to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to any law
implementing or complying with, or introduced in order to conform to, any European Council Directive on the taxation of savings;
(8) to any tax, assessment or other governmental charge required to be withheld by the London Paying Agent from any payment of
principal of, or premium, if any, or interest on such 2026 Note and/or 2027 Note, if such payment can be made without such withholding by at least
one other paying agent;
(9) to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the holder of such
2026 Note and/or 2027 Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due
and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(10) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code, the Foreign
Account Tax Compliance Act (“FATCA”), and related Treasury regulations and pronouncements, or any successor provisions and any regulations or
official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(11) in the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8), (9) and (10).
The 2026 Notes and 2027 Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation
applicable to such 2026 Notes and 2027 Notes. Except as specifically provided under this heading “Payment of Additional Amounts,” we will not be required to
make any payment for any tax, duty, assessment or governmental charge of whatever nature imposed by any government or a political subdivision or taxing
authority of or in any government or political subdivision. Neither the Trustee nor any paying agent shall have any responsibility or liability for the
determination, verification or calculation of any additional amounts.
As used under this heading “Payment of Additional Amounts” and under the heading “Tax Redemption,” for purposes of the 2026 Notes and the
2027 Notes, the term “United States” means the United States of America (including the states and the District of Columbia and any political subdivision
thereof), and the term “United States person” means any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, a
corporation, partnership or other entity created or organized in or under the laws of the United States, including an entity treated as a corporation for United
States income tax purposes, or any estate or trust the income of which is subject to United States federal income taxation regardless of its source.
2032 Notes
All payments in respect of the 2032 Notes will be made without withholding or deduction for, or on account of, any present or future taxes, duties,
assessments or governmental charges of whatever nature, imposed or levied by the United States, any political subdivision thereof or any taxing authority
thereof or therein (a “Relevant U.S. Taxing Jurisdiction”), unless such withholding or deduction is required by law. If such withholding or deduction is required
by law, we will pay to a holder who is not a United States person (as defined below) such additional amounts on the 2032 Notes as are necessary in order that the
net payment of the principal of, and premium, if any, and interest on, the 2032 Notes to such holder, after such withholding or deduction will not be less than the
amount provided in the 2032 Notes to be then due and payable, subject to the exceptions described below. This obligation to pay additional amounts shall not
apply:
Exhibit 4.1
11
(1) to any tax, assessment or other governmental charge that would not have been imposed but for the holder (or the beneficial owner for
whose benefit such holder holds the 2032 Note), or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate,
trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(a) being or having been engaged in a trade or business in a Relevant U.S. Taxing Jurisdiction or having or having had a
permanent establishment in a Relevant U.S. Taxing Jurisdiction or having or having had a qualified business unit which has the United
States dollar as its functional currency;
(b) having a current or former connection with a Relevant U.S. Taxing Jurisdiction (other than a connection arising solely as a
result of the ownership of such 2032 Notes, the receipt of any payment or the enforcement of any rights thereunder) or being considered as
having such relationship, including being or having been a citizen or resident of a Relevant U.S. Taxing Jurisdiction or treated as having
been a resident of a Relevant U.S. Taxing Jurisdiction;
(c) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation
for United States income tax purposes or a foreign personal holding company or corporation that has accumulated earnings to avoid United
States federal income tax;
(d) being or having been a “10-percent shareholder” of us as defined in Section 871(h)(3) of the Code, and the Treasury
regulations thereunder or any successor provision; or
(e) being or having been a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in
the ordinary course of its trade or business, as described in Section 881(c)(3)(A) of the Code or any successor provision;
(2) to any holder that is not the sole beneficial owner of such 2032 Notes, or a portion of such 2032 Notes, or that is a fiduciary, partnership
or limited liability company, but only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with respect to the
fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an
additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(3) to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder, beneficial
owner or any other person to (a) submit an applicable United States Internal Revenue Service (“IRS”) Form W-8BEN or W-8BEN-E (or appropriate
substitute or successor form with any required attachments) to establish its status as a non-United States person as required for purposes of the
portfolio interest exemption or IRS Form W-9 to establish its status as a United States person, or (b) comply with other certification, identification or
information reporting requirements concerning the nationality, residence, identity or connection with a Relevant U.S. Taxing Jurisdiction of the holder
or beneficial owner of such 2032 Notes, if compliance is required by statute, by regulation of the Relevant U.S. Taxing Jurisdiction or by an
applicable income tax treaty to which the Relevant U.S. Taxing Jurisdiction is a party as a precondition to exemption from such tax, assessment or
other governmental charge;
(4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by us or the London Paying Agent
(as the case may be) from the payment;
(5) to any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or
administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever
occurs later;
(6) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other
governmental charge;
(7) to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to any law
implementing or complying with, or introduced in order to conform to, any European Council Directive on the taxation of savings;
Exhibit 4.1
12
(8) to any tax, assessment or other governmental charge required to be withheld by the London Paying Agent from any payment of
principal of, or premium, if any, or interest on any 2032 Note, if such payment can be made without such withholding by at least one other paying
agent;
(9) to any tax, assessment or other governmental charge that would not have been imposed or levied but for the presentation by the holder
of such 2032 Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable
or the date on which payment thereof is duly provided for, whichever occurs later;
(10) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code, FATCA, and
related Treasury regulations and pronouncements, or any successor provisions and any regulations or official law, agreement or interpretations thereof
implementing an intergovernmental approach thereto; or
(11) in the case of any combination of items (1) through (10) above.
The 2032 Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such 2032
Notes. Except as specifically provided under this heading “Payment of Additional Amounts,” we will not be required to make any payment for any tax, duty,
assessment or governmental charge of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or
political subdivision. Neither the Trustee nor any paying agent shall have any responsibility or liability for the determination, verification or calculation of any
additional amounts.
As used under this heading “Payment of Additional Amounts” and under the heading “Tax Redemption,” for purposes of the 2032 Notes, the term
“United States” means the United States of America (including the states and the District of Columbia and any political subdivision thereof), and the term
“United States person” means any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, a corporation, partnership or
other entity created or organized in or under the laws of the United States, including an entity treated as a corporation for United States income tax purposes, or
any estate or trust the income of which is subject to United States federal income taxation regardless of its source, or a trust that (1) is subject to the primary
supervision of a United States court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a
valid election in effect to be treated as a United States person for U.S. federal income tax purposes.
Tax Redemption
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States or any
political subdivision thereof (or any taxing authority thereof or therein), or any change in, or amendments to, an official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after the date of the applicable
prospectus supplement pursuant to which the Notes were offered, we become or, based upon a written opinion of independent counsel selected by us, will
become obligated to pay additional amounts as described herein under the heading “Payment of Additional Amounts” with respect to any series of the Notes,
then we may at any time at our option, having given not less than 30 days, in the case of the 2026 Notes and the 2027 Notes, or 10 days, in the case of the 2032
Notes, nor more than 60 days prior notice to holders, redeem, in whole, but not in part, such Notes at a redemption price equal to 100% of the principal amount
of such Notes, together with accrued and unpaid interest on such Notes to, but excluding, the date fixed for redemption.
Repurchase at the Option of Holders upon Change of Control Repurchase Event
If a Change of Control Repurchase Event (as defined below) occurs with respect to a series of the Notes, unless we have exercised our right to
redeem the Notes as described herein, we will make an offer to each holder of Notes of such series to repurchase all or any part (in minimum denominations of
€100,000 and integral multiples of €1,000 above that amount) of that holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal
amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of repurchase. Within 30 days following any Change
of Control Repurchase Event or, at our option, prior to any Change of Control (as defined below), but after the public announcement of an impending Change of
Control, we
Exhibit 4.1
13
will mail (or with respect to global notes, to the extent permitted or required by applicable Clearstream and Euroclear procedures or regulations, send
electronically) a notice to each holder of the applicable series of the Notes, with a copy to the Trustee and the London Paying Agent, describing the transaction
or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase such Notes on the payment date specified in
the notice, which date will be no earlier than 30 days, in the case of the 2026 Notes and the 2027 Notes, or 10 days, in the case of the 2032 Notes, and no later
than 60 days from the date such notice is sent. The notice shall, if sent prior to the date of consummation of the Change of Control, state that the offer to
purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent
those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that
the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, we will comply with the
applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Repurchase Event provisions of
the Notes or the Indenture by virtue of such conflict.
On the Change of Control Repurchase Event payment date, we will, to the extent lawful:
•
accept for payment all Notes or portions of the Notes (in minimum denominations of €100,000 and integral multiples of €1,000 above that
amount) properly tendered pursuant to our offer;
•
deposit with the London Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of the Notes properly
tendered; and
•
deliver or cause to be delivered to the Trustee, or to the London Paying Agent on behalf of the Trustee, the Notes properly tendered and accepted
for repurchase, together with an officer’s certificate stating the aggregate principal amount of the Notes or portions of Notes being repurchased
by us.
The London Paying Agent will promptly send to each holder of Notes properly tendered the purchase price for the Notes. A new Note equal in
principal amount to any unpurchased portion of any Notes surrendered will promptly be authenticated and sent (or caused to be transferred by book-entry) to
each holder; provided, that each new Note will be in a minimum principal amount of €100,000 or an integral multiple of €1,000 above that amount.
We will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in
the manner, at the times and otherwise in compliance with the requirements for an offer made by us and such third party purchases all Notes properly tendered
and not withdrawn under its offer.
Definitions
“Below Investment Grade Rating Event” means with respect to any series of the Notes, such Notes are rated below Investment Grade by each of the
Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period
following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced
consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a
particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below
Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in
rating to which this definition would otherwise apply do not announce or publicly confirm or inform us that the reduction was the result, in whole or in part, of
any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of
Control shall have occurred at the time of the Below Investment Grade Rating Event). Neither the Trustee nor any paying agent shall be responsible for
monitoring our rating status, making any request upon any Rating Agency, or determining whether any Below Investment Grade Rating Event with respect to
the Notes has occurred.
“Change of Control” means the occurrence of any of the following:
(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of
related transactions, of all or substantially all of our
Exhibit 4.1
14
properties or assets and those of our subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other
than us or one of our subsidiaries;
(2) the adoption of a plan relating to our liquidation or dissolution; or
(3) the consummation of any transaction or series of related transactions (including, without limitation, any merger or consolidation) the
result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than us or one or more of our wholly-owned
subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of our Voting Stock.
“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event with respect
to the Notes.
“Voting Stock” means, with respect to any person, capital stock of any class or kind the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right to so vote has been
suspended by the happening of such a contingency.
Covenants
Limitation on Liens
The Indenture contains a covenant that we will not, and we will not permit any of our restricted subsidiaries to, issue, assume or guarantee any
indebtedness secured by any mortgage upon any of our principal properties or those of any of our restricted subsidiaries without securing the Notes (and, if we
so determine, any other indebtedness ranking equally with the Notes) equally and ratably with such indebtedness.
This covenant will not prevent us or any of our restricted subsidiaries from issuing, assuming or guaranteeing:
•
any purchase money mortgage on such property simultaneously with or within 180 days after the later of (1) the acquisition or completion of
construction or completion of substantial reconstruction, renovation, remodeling, expansion or improvement (each, a “substantial improvement”)
of such property, or (2) the placing in operation of such property after the acquisition or completion of any such construction or substantial
improvement;
•
any mortgage on real property or on equipment used directly in the operation of, or the business conducted on, such mortgaged real property,
which is the sole security for indebtedness:
•
incurred within three years after the latest of (1) the date of issuance of the first series of debt securities under the Indenture, (2) the
date of the acquisition of the real property, or (3) the date of the completion of construction or substantial improvement on such real
property;
•
incurred for the purpose of reimbursing us or our restricted subsidiary for the cost of acquisition and/or the cost of improvement of
such real property and equipment;
•
the amount of which does not exceed the lesser of the aggregate cost of the real property, improvements and equipment or the fair
market value of that real property, improvements and equipment; and
•
the holder of which shall be entitled to enforce payment of such indebtedness solely by resorting to the security for such mortgage,
without any liability on the part of us or a restricted subsidiary for any deficiency;
•
an existing mortgage on property not previously owned by us or a restricted subsidiary, including in each case indebtedness incurred for
reimbursement of funds previously expended for any substantial improvements to or acquisitions of property; however:
•
the mortgage must be limited to any or all of (1) such acquired or constructed property or substantial improvement (including
accretions thereto), (2) the real property on which any construction or substantial improvement occurs or (3) with respect to
distribution centers, any equipment used directly in the operation of, or the business conducted on, the real property on which any
construction or substantial improvement occurs; and
Exhibit 4.1
15
•
the total amount of the indebtedness secured by the mortgage, together with all other indebtedness to persons other than us or a
restricted subsidiary secured by mortgages on such property, shall not exceed the lesser of (1) the total cost of such mortgaged
property, including any costs of construction or substantial improvement to us or a restricted subsidiary, or (2) the fair market value of
the property immediately following the acquisition, construction or substantial improvement;
•
mortgages existing on the date of the Indenture, mortgages on assets of a restricted subsidiary existing on the date it became a subsidiary or
mortgages on the assets of a subsidiary that is newly designated as a restricted subsidiary if the mortgage would have been permitted under the
provisions of this paragraph if such mortgage was created while the subsidiary was a restricted subsidiary;
•
mortgages in favor of us or a restricted subsidiary;
•
mortgages securing only the indebtedness issued under the Indenture; and
•
mortgages to secure indebtedness incurred to extend, renew, refinance or replace indebtedness secured by any mortgages referred to above,
provided that the principal amount of the extended, renewed, refinanced or replaced indebtedness does not exceed the principal amount of
indebtedness so extended, renewed, refinanced or replaced, plus transaction costs and fees, and that any such mortgage applies only to the same
property or assets subject to the prior permitted mortgage (and, in the case of real property, improvements).
Limitations on Sale and Leaseback Transactions
The Indenture contains a covenant that we will not, and will not permit our restricted subsidiaries to, enter into any arrangement with any person
providing for the leasing by us or any restricted subsidiary of any principal property owned or acquired thereafter that has been or is to be sold or transferred by
us or such restricted subsidiary to such person with the intention of taking back a lease of such property, a “sale and leaseback transaction,” without equally and
ratably securing the Notes (and, if we shall so determine, any other indebtedness ranking equally with the Notes), unless the terms of such sale or transfer have
been determined by our Board of Directors to be fair and arm’s-length and either:
•
within 180 days after the receipt of the proceeds of the sale or transfer, we or such restricted subsidiary applies an amount equal to the greater of
the net proceeds of the sale or transfer or the fair value of such principal property at the time of such sale or transfer to the prepayment or
retirement (other than any mandatory prepayment or retirement) of our or any restricted subsidiary’s senior funded debt; or
•
we or such restricted subsidiary would be entitled, at the effective date of the sale or transfer, to incur indebtedness secured by a mortgage on
such principal property, in an amount at least equal to the attributable debt in respect of the sale and leaseback transaction, without equally and
ratably securing the Notes pursuant to “Limitation on Liens” described above.
The foregoing restriction will not apply to:
•
any sale and leaseback transaction for a term of not more than three years including renewals;
•
any sale and leaseback transaction with respect to a principal property if a binding commitment with respect thereto is entered into within three
years after the later of (1) the date of issuance of the first series of debt securities issued under the Indenture, or (2) the date such principal
property was acquired;
•
any sale and leaseback transaction with respect to a principal property if a binding commitment with respect thereto is entered into within 180
days after the later of the date such property was acquired and, if applicable, the date such property was first placed in operation; or
•
any sale and leaseback transaction between us and a restricted subsidiary or between restricted subsidiaries provided that the lessor shall be us or
a wholly owned restricted subsidiary.
Exception to Limitations for Exempted Debt
Notwithstanding the limitations in the Indenture on mortgages and sale and leaseback transactions, we or our restricted subsidiaries may, in addition
to amounts permitted under such restrictions, create or assume and
Exhibit 4.1
16
renew, extend or replace mortgages, or enter into sale and leaseback transactions without any obligation to retire any senior funded debt of us or any restricted
subsidiary, provided that at the time of such creation, assumption, renewal, extension or replacement of a mortgage or at the time of entering into such sale and
leaseback transactions, and after giving effect thereto, exempted debt does not exceed 15% of our consolidated net tangible assets.
Definitions
“Attributable debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value (discounted at the imputed
rate of interest of such transaction determined in accordance with generally accepted accounting principles) of the obligation of the lessee for net rental payments
during the remaining term of the lease included in such sale and leaseback transaction (including any period for which such lease has been extended or may, at
the option of the lessor, be extended). The term “net rental payments” under any lease for any period means the sum of the rental and other payments required to
be paid in such period by the lessee thereunder, not including any amounts required to be paid by such lessee (whether or not designated as rental or additional
rent) on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges required to be paid by such lessee thereunder or any
amount required to be paid by lessee thereunder contingent upon the amount of maintenance and repairs, insurance, taxes, assessments, water rates or similar
charges.
“Consolidated net tangible assets” means the total amounts of assets (less depreciation and valuation reserves and other reserves and items
deductible from gross book value of specific asset accounts under generally accepted accounting principles) which under generally accepted accounting
principles would be included on a consolidated balance sheet of us and our consolidated restricted subsidiaries after deducting (1) all current liabilities,
excluding current liabilities that could be classified as long-term debt under generally accepted accounting principles and current liabilities that are by their terms
extendable or renewable at the obligor’s option to a time more than 12 months after the time as of which the amount of current liabilities is being computed; (2)
investments in unrestricted subsidiaries; and (3) all trade names, trademarks, licenses, patents, copyrights and goodwill, organizational and development costs,
deferred charges, other than prepaid items such as insurance, taxes, interest, commissions, rents and similar items and tangible assets being amortized, and
amortized debt discount and expense, less unamortized premium.
“Exempted debt” means the sum of the following items outstanding as of the date exempted debt is being determined: (1) indebtedness of us and our
restricted subsidiaries secured by a mortgage and not permitted to exist under the Indenture; and (2) attributable debt of us and our restricted subsidiaries in
respect of all sale and leaseback transactions not permitted under the Indenture.
“Funded debt” means indebtedness which matures more than one year from the date of creation, or which is extendable or renewable at the sole
option of the obligor so that it may become payable more than one year from such date. Funded debt does not include (1) obligations created pursuant to leases,
(2) any indebtedness or portion thereof maturing by its terms within one year from the time of any computation of the amount of outstanding funded debt unless
such indebtedness shall be extendable or renewable at the sole option of the obligor in such manner that it may become payable more than one year from such
time, or (3) any indebtedness for the payment or redemption of which money in the necessary amount shall have been deposited in trust either at or before the
maturity date thereof.
“Indebtedness” means indebtedness for borrowed money and indebtedness under purchase money mortgages or other purchase money liens or
conditional sales or similar title retention agreements, in each case where such indebtedness has been created, incurred, or assumed by such person to the extent
such indebtedness would appear as a liability upon a balance sheet of such person prepared in accordance with generally accepted accounting principles,
guarantees by such person of such indebtedness, and indebtedness for borrowed money secured by any mortgage, pledge or other lien or encumbrance upon
property owned by such person, even though such person has not assumed or become liable for the payment of such indebtedness.
“Investment” means any investment in stock, evidences of indebtedness, loans or advances, however made or acquired, but does not include our
account receivable or the accounts receivable of any restricted subsidiary arising from transactions in the ordinary course of business, or any evidences of
indebtedness, loans or advance made in connection with the sale to any subsidiary of our accounts receivable or the accounts receivable of any restricted
subsidiary arising from transactions in the ordinary course of business.
“Mortgage” means any mortgage, security interest, pledge, lien or other encumbrance.
Exhibit 4.1
17
“Principal property” means all real property and improvements thereon owned by us or a restricted subsidiary, including, without limitation, any
manufacturing, warehouse, distribution or research facility having a gross book value in excess of 1% of our consolidated net tangible assets and located within
the United States, excluding its territories and possessions and Puerto Rico. This term does not include any facility that our Board of Directors declares by
resolution not to be of material importance to our business.
“Restricted subsidiary” means Zimmer, Inc. and any other subsidiary so designated by our Board of Directors or one of our duly authorized officers
in accordance with the Indenture; provided that (1) the Board of Directors or duly authorized officers may, subject to certain limitations, designate any
unrestricted subsidiary as a restricted subsidiary and any restricted subsidiary (other than Zimmer, Inc.) as an unrestricted subsidiary and (2) any subsidiary of
which the majority of the voting stock is owned directly or indirectly by one or more unrestricted subsidiaries shall be an unrestricted subsidiary.
“Senior funded debt” means all funded debt (except funded debt, the payment of which is subordinated to the payment of the Notes).
“Subsidiary” means any corporation of which at least a majority of the outstanding stock having voting power under ordinary circumstances to elect
a majority of the Board of Directors of said corporation or business entity is at the time owned or controlled by us, or by us and one or more subsidiaries, or by
any one or more subsidiaries.
“Unrestricted subsidiary” means any subsidiary other than a restricted subsidiary.
“Wholly owned restricted subsidiary” means any restricted subsidiary all of the outstanding funded debt and capital stock of which, other than
directors’ qualifying shares, is owned by us and our other wholly owned restricted subsidiaries.
Mergers and Similar Events
We are generally permitted to consolidate with or merge into any other person. In this section, “person” refers to any individual, corporation,
partnership, limited liability company, joint venture, trust, unincorporated organization or government or any agency or political subdivision of a government or
governmental agency. We are also permitted to sell substantially all of our assets to any other person, or to buy substantially all of the assets of any other person.
However, we may not take any of these actions unless all the following conditions are met:
•
Where we merge out of existence or sell all or substantially all of our assets, the other person may not be organized under a foreign country’s
laws (that is, it must be a corporation, partnership, limited liability company or trust organized and validly existing under the laws of a state or
the District of Columbia or under federal law) and it must agree to be legally responsible for the outstanding debt securities issued under the
Indenture. Upon assumption of our obligations by such a person in such circumstances, we shall be relieved of all obligations and covenants
under the Indenture and the debt securities.
•
The merger, sale of all or substantially all of our assets or other transaction must not cause a default on the debt securities, and we must not
already be in default unless the merger or other transaction would cure the default. For purposes of this no-default test, a default would include
an Event of Default that has occurred and not been cured, as described below under “Events of Default.” A default for this purpose would also
include any event that would be an Event of Default if we received the required notice of our default or if under the Indenture the default would
become an Event of Default after existing for a specified period of time.
Modification and Waiver
There are three types of changes we can make to the Indenture and the Notes.
Changes Requiring Noteholder Approval
First, there are changes that cannot be made to the Notes without specific approval from the corresponding noteholder. Following is a list of those
types of changes:
•
change the stated maturity of the principal or interest on a Note;
•
reduce any amounts due on a Note;
Exhibit 4.1
18
•
reduce the amount of principal payable upon acceleration of the maturity of a Note following an Event of Default;
•
change the place or currency of payment for a Note;
•
impair the right to sue for payment;
•
reduce the percentage in principal amount of the Notes, the approval of whose holders is needed to modify or amend the Indenture or the Notes;
•
reduce the percentage in principal amount of the Notes, the approval of whose holders is needed to waive compliance with certain provisions of
the Indenture or to waive certain defaults; and
•
modify any other aspect of the provisions dealing with modification and waiver of the Indenture, except to increase the percentage required for
any modification or to provide that other provisions of the Indenture may not be modified or waived without noteholder consent.
Changes Not Requiring Approval
The second type of change does not require any vote by holders of the Notes. This type is limited to corrections and clarifications and certain other
changes that would not adversely affect holders of the Notes. Nor do we need any approval to make changes that affect only Notes to be issued under the
Indenture after the changes take effect. We may also make changes or obtain waivers that do not adversely affect a particular series of Notes, even if they affect
other Notes issued under the Indenture. In those cases, we need only obtain any required approvals from the holders of the affected Notes.
Changes Requiring a Majority Vote
Any other change to the Indenture and the Notes would require the following approval:
•
If the change affects only the Notes of one series, it must be approved by the holders of not less than a majority in principal amount of the Notes
of that series.
•
If the change affects the Notes of one series as well as the Notes of one or more other series issued under the Indenture, it must be approved by
the holders of not less than a majority in principal amount of the Notes of each series affected by the change. In each case, the required approval
must be given by written consent. Most changes fall into this category.
The same vote would be required for us to obtain a waiver of a past default. However, we cannot obtain a waiver of a payment default or any other
aspect of the Indenture or the Notes listed in the first category described previously under “Changes Requiring Noteholder Approval” unless we obtain
individual noteholder consent to the waiver.
Further Details Concerning Voting
The Notes will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside funds in trust for their payment or
redemption. The Notes will also not be eligible to vote if they have been fully defeased as described in “Defeasance—Full Defeasance.”
We will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding Notes that are entitled to vote
or take other action under the Indenture. In certain limited circumstances, the Trustee will be entitled to set a record date for action by holders. If we or the
Trustee set a record date for a vote or other action to be taken by holders of the Notes, that vote or action may be taken only by persons who are holders of
outstanding Notes on the record date and must be taken within 180 days following the record date or another period that we may specify (or as the Trustee may
specify, if it set the record date). We may shorten or lengthen (but not beyond 180 days) this period from time to time.
Defeasance
The following discussion of full defeasance and discharge will apply to each series of the Notes unless otherwise indicated in the applicable
prospectus supplement.
Full Defeasance
Exhibit 4.1
19
If there is a change in U.S. federal tax law, as described below, we can legally release ourselves from any payment or other obligations on the Notes
(called “full defeasance”) if we put in place the following other arrangements for noteholders to be repaid:
•
We must deposit in trust for the benefit of all direct holders of the Notes of the same series a combination of money and U.S. government or U.S.
government agency notes or bonds that will generate enough cash to make interest, principal, any premium and any other payments on the Notes
of that series on their various due dates.
•
There must be a change in current U.S. federal tax law or an Internal Revenue Service ruling that lets us make the above deposit without causing
noteholders to be taxed on the Notes any differently than if we did not make the deposit and instead repaid the Notes ourselves when due. Under
current U.S. federal tax law, the deposit and our legal release from the Notes would be treated as though we took back the Notes and provided
the corresponding noteholder the relevant share of the cash and Notes or bonds deposited in trust. In that event, noteholders could recognize gain
or loss on the Notes returned to us.
•
We must deliver to the Trustee a legal opinion of our counsel confirming the tax law change described above.
If we ever did accomplish full defeasance, as described above, noteholders would have to rely solely on the trust deposit for repayment of the Notes.
Noteholders could not look to us for repayment in the event of any shortfall. Conversely, the trust deposit would most likely be protected from claims of our
lenders and other creditors if we ever become bankrupt or insolvent.
However, even if we make the deposit in trust and opinion delivery arrangements discussed above, a number of our obligations relating to the Notes
will remain. These include our obligations:
•
to register the transfer and exchange of the Notes;
•
to replace mutilated, destroyed, lost or stolen Notes;
•
to maintain paying agencies; and
•
to hold money for payment in trust.
Covenant Defeasance.
Under current U.S. federal tax law, we can make the same type of deposit described above and be released from some of the covenants in the Notes.
This is called “covenant defeasance.” In that event, noteholders would lose the protection of those covenants but would gain the protection of having money and
securities set aside in trust to repay the Notes. In order to achieve covenant defeasance, we must do the following:
•
We must deposit in trust for the benefit of all direct holders of the Notes of the same series a combination of money and U.S. government or U.S.
government agency notes or bonds that will generate enough cash to make interest, principal, any premium and any other payments on the Notes
of that series on their various due dates.
•
We must deliver to the Trustee a legal opinion of our counsel confirming that under current U.S. federal income tax law we may make the above
deposit without causing noteholders to be taxed on the Notes any differently than if we did not make the deposit and instead repaid the Notes
ourselves when due.
If we accomplish covenant defeasance, noteholders can still look to us for repayment of the Notes if there were a shortfall in the trust deposit. In
fact, if one of the Events of Default occurred (such as our bankruptcy) and the Notes become immediately due and payable, there may be such a shortfall.
Depending on the event causing the default, noteholders may not be able to obtain payment of the shortfall.
Satisfaction and Discharge
The Indenture will cease to be of further effect and the Trustee, upon our demand and at our expense, will execute appropriate instruments
acknowledging the satisfaction and discharge of the Indenture upon compliance with certain conditions, including:
Exhibit 4.1
20
•
Our having paid all sums payable by us under the Indenture, as and when the same shall be due and payable; and
•
Either:
•
Our having delivered to the Trustee for cancellation all debt securities theretofore authenticated under the Indenture; or
•
All debt securities of any series outstanding under the Indenture not theretofore delivered to the Trustee for cancellation shall have
become due and payable or are by their terms to become due and payable within one year and we shall have deposited with the
Trustee sufficient cash or U.S. government or U.S. government agency notes or bonds that will generate enough cash to pay, at
maturity or upon redemption, all such debt securities of any series outstanding under the Indenture.
Events of Default
The Indenture defines an Event of Default with respect to each series of the Notes. Unless otherwise provided in the applicable prospectus
supplement, Events of Default are any of the following:
•
We do not pay the principal or any premium on the Notes of that series on its due date.
•
We do not pay interest on the Notes of that series within 30 days of its due date.
•
We do not pay any sinking fund payment with respect to the Notes of that series on its due date.
•
We remain in breach of any other term of the Indenture for 60 days after we receive a notice of default stating we are in breach. The notice must
be sent by either the Trustee or holders of 25% of the principal amount of the Notes of the affected series.
•
We file for bankruptcy or certain other events in bankruptcy, insolvency or reorganization occur.
•
Any other Event of Default provided with respect to the Notes of that series.
An Event of Default under one series of the Notes does not necessarily constitute an Event of Default under any other series of the Notes. The
Indenture provides that the Trustee may withhold notice to the holders of any series of the Notes issued thereunder of any default if the Trustee considers it in
the interest of such holders to do so provided the Trustee may not withhold notice of default in the payment of principal, premium, if any, or interest, if any, on
any of the Notes of that series or in the making of any sinking fund installment or analogous obligation with respect to that series.
Remedies If an Event of Default Occurs
The Indenture provides that if an Event of Default has occurred and has not been cured (other than an Event of Default because of certain events in
bankruptcy, insolvency or reorganization), the Trustee or the holders of 25% in principal amount of the Notes of the affected series may declare the entire
principal amount of all the Notes of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. If an Event of Default
occurs because of certain events in bankruptcy, insolvency or reorganization, the principal amount of all the Notes will be automatically accelerated, without any
action by the Trustee or any holder. A declaration of acceleration of maturity may be cancelled by the holders of at least a majority in principal amount of the
Notes of the affected series if certain conditions are satisfied.
If an Event of Default with respect to any series of the Notes has occurred and is continuing, the Trustee shall exercise with respect to the Notes of
that series the rights and power vested in it by the Indenture, and use the same degree of care and skill in their exercise as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs. The Trustee is not required to take any action under the Indenture at the request or direction of
any holders unless the holders offer the Trustee protection from expenses and liability (called an “indemnity”). If indemnity is provided, the holders of a
majority in principal amount of the Notes outstanding of the affected series may direct the time, method and place of conducting any lawsuit or other formal
legal action seeking any remedy available to the Trustee. Subject to certain exceptions contained in the Indenture, these majority holders may also direct the
Trustee in performing any other action under the Indenture.
Exhibit 4.1
21
Before a noteholder can bypass the Trustee and bring its own lawsuit or other formal legal action or take other steps to enforce its legal rights or
protect its interests relating to the Notes, the following must occur:
•
The noteholder must give the Trustee written notice that an Event of Default has occurred and remains uncured.
•
The holders of not less than 25% in principal amount of all outstanding Notes of the affected series must make a written request that the Trustee
take action because of the Event of Default, and must offer satisfactory indemnity to the Trustee against the cost, expenses and other liabilities of
taking that action.
•
The Trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity.
However, noteholders are entitled at any time to bring a lawsuit for the payment of money due on the Notes on or after the due date of that payment.
We will furnish to the Trustee every year a written statement of one of our officers certifying that to his or her knowledge we are in compliance with
the Indenture and the Notes, or else specifying any default or Event of Default, its status and what action we are taking or proposing to take with respect thereto.
Book-Entry Delivery and Settlement
The Notes were issued in the form of one or more global notes in fully registered form, without coupons, and were deposited with, or on behalf of,
and registered in the name of the nominee of, a common depositary for, and in respect of interests held through, Euroclear and Clearstream. Except as described
herein, certificates will not be issued in exchange for beneficial interests in the global notes.
Except as set forth below, the global notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective
nominees.
Beneficial interests in the global notes will be represented, and transfers of such beneficial interests will be effected, through accounts of financial
institutions acting on behalf of beneficial owners as direct or indirect participants in Euroclear or Clearstream. Those beneficial interests will be in
denominations of €100,000 and integral multiples of €1,000 in excess thereof. Investors may hold Notes directly through Euroclear or Clearstream if they are
participants in such systems, or indirectly through organizations that are participants in such systems.
Owners of beneficial interests in the global notes will not be entitled to have Notes registered in their names, and, except as described herein, will
not receive or be entitled to receive physical delivery of Notes in definitive form. So long as the common depositary for Euroclear and Clearstream is the
registered owner of the global notes, the common depositary for all purposes will be considered the sole holder of the Notes represented by the global notes
under the Indenture and the global notes. Except as provided below, beneficial owners will not be considered the owners or holders of the Notes under the
Indenture, including for purposes of receiving any reports delivered by us or the Trustee pursuant to the Indenture. Accordingly, each beneficial owner must rely
on the procedures of the clearing systems and, if such person is not a participant of the clearing systems, on the procedures of the participant through which such
person owns its interest, to exercise any rights of a holder under the Indenture. Under existing industry practices, if we request any action of holders or a
beneficial owner desires to give or take any action which a holder is entitled to give or take under the Indenture, the clearing systems would authorize their
participants holding the relevant beneficial interests to give or take action and the participants would authorize beneficial owners owning through the participants
to give or take such action or would otherwise act upon the instructions of beneficial owners. Conveyance of notices and other communications by the clearing
systems to their participants, by the participants to indirect participants and by the participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. The laws of some jurisdictions require that
certain purchasers of securities take physical delivery of such securities in certificated form. These limits and laws may impair the ability to transfer beneficial
interests in the global notes.
Exchange of Global Notes for Certificated Notes
Subject to certain conditions, the Notes represented by the global notes are exchangeable for certificated notes in definitive form of like tenor in
minimum denominations of €100,000 principal amount and multiples of €1,000 in excess thereof if:
Exhibit 4.1
22
(1) we have been notified that both Clearstream and Euroclear have been closed for business for a continuous period of 14 days (other than
by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor
clearing system is available;
(2) we, at our option, notify the Trustee and the London Paying Agent in writing that we elect to cause the issuance of certificated notes; or
(3) there has occurred and is continuing an Event of Default under the Indenture governing the Notes.
In all cases, certificated notes delivered in exchange for any global note or beneficial interest therein will be registered in the names, and issued in
any approved denominations, requested by or on behalf of Euroclear or Clearstream (in accordance with their customary procedures).
Information Concerning the Trustee, Paying Agent and Registrar for the Notes
Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, is the Trustee under the Indenture, and it and its
affiliates may maintain commercial and other arrangements with the Company in the ordinary course of business. U.S. Bank Europe DAC, UK (formerly known
as Elavon Financial Services DAC, UK Branch) is the London Paying Agent for the Notes. U.S. Bank Trust Company, National Association (formerly known as
U.S. Bank National Association) is the transfer agent and registrar for the Notes, and it and/or its affiliates maintain normal banking relations with the Company.
LEGAL 101 Rev. 3
Global Policy
STOCK TRADING POLICY
Level 1 Non-QMS Document
Effective Date:
26 APR 2023
All Copies (electronic or printed) are uncontrolled. Users must verify the revision of uncontrolled copies in EtQ Reliance before use.
COMP-FT 800.002, Eff. Date: April 26 2023 Public Page 1 of 8
Exhibit 19
PURPOSE
Securities laws prohibit individuals from trading in the securities of a company while they are aware of material information about that
company that is not generally known or available to the public. Such trading is often referred to as “insider trading.” The purpose of
this Stock Trading Policy is to prevent insider trading or allegations of insider trading, and to preserve the reputation and integrity of
Zimmer Biomet and persons affiliated with it.
SCOPE
The following are “Covered Persons” subject to this Policy:
•
all directors, officers and employees of Zimmer Biomet and its subsidiaries (“Zimmer Biomet Personnel”), as well as
members of their immediate families and others living in the same household;
•
all consultants and advisors to Zimmer Biomet and its subsidiaries whose work for Zimmer Biomet brings them into
contact with material nonpublic information; and
•
any other person or entity, including a trust, corporation, partnership or other association, whose transactions in Zimmer
Biomet securities are directed by any person covered by either of the two preceding bullet points or are subject to that
person’s influence or control.
What Is “Material” Information?
“Material” information is information that a reasonable investor would consider important in determining whether to buy, sell or
hold a security. Any information, whether positive or negative, that could reasonably be expected to affect the price of a security
is likely to be considered material. Examples of information that will frequently be regarded as material include: earnings results
or projections; increases or decreases in sales or margins; receipt or loss of a significant contract, customer or supplier; major
events regarding a company’s securities, including changes in dividend policies, the declaration of a stock split, or an offering of
additional securities; mergers, joint ventures, acquisitions, dispositions, tender offers, acquisitions or sales of a business unit or
segment, or other significant changes in assets; changes in senior management or other major personnel changes;
development of significant new products; and the initiation or termination of regulatory or legal proceedings.
What Is “Nonpublic” Information?
Information should be considered nonpublic if it has not been disseminated in a manner making it available to investors
generally, such as disclosure in the Company’s filings with the SEC or inclusion in a press release. Once information is publicly
disclosed, it is still necessary to afford investors a reasonable period of time to react to the information. Generally, you should
not engage in any transactions until the second business day after the information has been publicly released. For example, if
an announcement is made on a Monday, Wednesday would generally be the first day on which you could trade.
LEGAL 101 Rev. 3
Global Policy
STOCK TRADING POLICY
Level 1 Non-QMS Document
Effective Date:
26 APR 2023
All Copies (electronic or printed) are uncontrolled. Users must verify the revision of uncontrolled copies in EtQ Reliance before use.
COMP-FT 800.002, Eff. Date: April 26 2023 Public Page 2 of 8
DEFINITIONS
•
Company – Zimmer Biomet Holdings, Inc. and its subsidiaries
•
ESPP – Employee Stock Purchase Plan
•
NYSE – New York Stock Exchange
•
Policy – this Stock Trading Policy
•
RSU – Restricted Stock Unit (either time-based or performance-based)
•
SEC – United States Securities and Exchange Commission
•
you – a Covered Person (including your family members, others living in your home and any entities that you influence
or control)
•
Zimmer Biomet – Zimmer Biomet Holdings, Inc. and its subsidiaries
STATEMENT OF POLICY
Insider trading involves trading at any time when the person making the purchase or sale is aware of material nonpublic information
regarding the company whose securities are being traded. If you have a doubt or question about whether you are aware of or in
possession of material nonpublic information concerning the Company or another company, you should contact the Associate
General Counsel and Assistant Secretary or General Counsel.
1. NO TRADING ON MATERIAL NONPUBLIC INFORMATION
1.1
Zimmer Biomet Securities. If you are a Covered Person, you must not purchase or sell any Zimmer Biomet
securities, or otherwise advise or assist any third-party trading Zimmer Biomet securities, while you are aware of material
nonpublic information regarding Zimmer Biomet.
1.2
Other Companies’ Securities. If you are a Covered Person and you obtain material nonpublic information about any
other publicly-held company as a result of your work on behalf of Zimmer Biomet, you must not trade in that company’s
securities.
2. NO DISCLOSURE TO OTHERS WHO MIGHT TRADE
2.1
If you are a Covered Person, you must not communicate material nonpublic information to any person who does not
need that information for a legitimate business purpose, or recommend to anyone the purchase or sale of securities when
you are aware of material nonpublic information about the company involved. This includes communications through
social media.
2.2
This practice, known as “tipping,” also violates the securities laws and can result in the same civil and criminal
penalties that apply to insider trading, even though you did not actually trade and did not benefit from another’s trading.
The penalties described below can apply even if you
LEGAL 101 Rev. 3
Global Policy
STOCK TRADING POLICY
Level 1 Non-QMS Document
Effective Date:
26 APR 2023
All Copies (electronic or printed) are uncontrolled. Users must verify the revision of uncontrolled copies in EtQ Reliance before use.
COMP-FT 800.002, Eff. Date: April 26 2023 Public Page 3 of 8
derive no benefit from another’s transactions. The SEC has imposed large financial penalties on tippers even though
they did not profit from their tippees’ trading.
3. PROTECT MATERIAL NONPUBLIC INFORMATION
3.1
In order to reduce the possibility that material nonpublic information will be inadvertently disclosed:
•
You must treat material nonpublic information as confidential, exercise the utmost caution in preserving the
confidentiality of that information, and should not discuss it with any other person who does not need to know it for a
legitimate business purpose.
•
You should refrain from discussing material nonpublic information relating to Zimmer Biomet or any public company
in public places where such discussions can be overheard.
•
If you become aware of any unauthorized disclosure of material nonpublic information, whether inadvertent or
otherwise, you should report such disclosure immediately to Associate General Counsel and Assistant Secretary or
General Counsel.
4. SPECIFIC MATERIAL DEVELOPMENTS
From time to time, material developments known only to a limited number of Zimmer Biomet Personnel may occur and cause
Zimmer Biomet to impose on an appropriate group of Zimmer Biomet Personnel additional restrictions on trading. You will be notified
if you become part of such a group, and you should not disclose to others the fact that you have been so notified or that additional
restrictions on your trading have been imposed.
5. COVERED TRANSACTIONS
5.1
The securities trading that this Policy covers includes purchases and sales of common stock, options to acquire
common stock and any other securities the Company may issue from time to time, such as preferred stock, warrants and
convertible debentures, and purchases and sales of derivative securities relating to the Company’s stock, whether or not
issued by the Company, such as exchange-traded options. Trading covered by this Policy may include transactions as
follows:
•
Stock Option Exercises. The Policy’s trading restrictions do not apply to the purchase of Company stock through the
exercise of stock options granted by the Company. Specifically:
o
Exercise and Hold (i.e., pay cash to exercise your shares): Because this transaction involves paying
cash to exercise your shares, trading restrictions do not apply to the option exercise.
o
Exercise and Sell-to-Cover (i.e., only sell enough shares to pay your exercise cost): Because this
transaction involves selling a portion of your shares to pay the exercise price, trading restrictions
apply.
LEGAL 101 Rev. 3
Global Policy
STOCK TRADING POLICY
Level 1 Non-QMS Document
Effective Date:
26 APR 2023
All Copies (electronic or printed) are uncontrolled. Users must verify the revision of uncontrolled copies in EtQ Reliance before use.
COMP-FT 800.002, Eff. Date: April 26 2023 Public Page 4 of 8
o
Exercise and Sell (i.e., converting all options into cash): Because this transaction involves selling all
of the shares you acquire, trading restrictions apply.
Regardless of the form of exercise, trading restrictions do apply to any subsequent sale of Company stock you
acquire through an option exercise.
•
Restricted Stock/Unit and Performance Stock/Unit Awards. The Policy’s trading restrictions do not apply to the
vesting of restricted stock/units or performance stock/units, or to the exercise of a tax withholding right pursuant to
which the Company withholds shares of stock to satisfy tax withholding requirements. The trading restrictions do
apply to any market sales of shares.
•
Employee Stock Purchase Plan Purchases. The Policy’s trading restrictions do not apply to the purchase of the
Company’s stock through any ESPP the Company may maintain from time to time (but the Policy’s trading
restrictions do apply to any election to participate in the ESPP, any election to change the level of participation in the
ESPP and the sale of any shares acquired under the ESPP).
•
Certain Gifts. The Policy’s trading restrictions do not apply to a bona fide gift of Company stock so long as either (i)
the recipient of the gift is subject to the same trading restrictions under this Policy as are applicable to you, or (ii) you
otherwise have no reason to believe that the recipient intends to sell the securities immediately or during a period
when you would not be permitted to trade pursuant to the terms of this Policy.
6. TRANSACTIONS UNDER RULE 10B5-1 PLANS
Transactions in Zimmer Biomet securities that are executed pursuant to a pre-established 10b5-1 plan are not subject to prohibition
on trading on the basis of material nonpublic information or the restrictions in the attached Addendum relating to the pre-clearance
approval process or window periods. All Rule 10b5-1 plans and any modifications thereto must be pre-cleared in writing in advance
by Associate General Counsel and Assistant Secretary or General Counsel.
Rule 10b5-1 provides an affirmative defense from insider trading liability under the federal securities laws for trading plans that meet
certain requirements. In general, a 10b5-1 plan must be entered into (or modified) in good faith, not as part of a plan or scheme to
evade the prohibitions of the insider trading rules and during a time when you are not aware of material nonpublic information.
Once the plan is adopted, you must not exercise any influence over the securities subject to the plan, including the amount of
securities to be traded, the price at which they are traded or the date of the trade. The plan must either specify (including by formula)
the amount, pricing and timing of the transactions in advance or delegate discretion on those matters to an independent party. The
plan must also provide for a cooling-off period for at least the minimum period required under, and must comply with all other
applicable provisions of, Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended.
LEGAL 101 Rev. 3
Global Policy
STOCK TRADING POLICY
Level 1 Non-QMS Document
Effective Date:
26 APR 2023
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COMP-FT 800.002, Eff. Date: April 26 2023 Public Page 5 of 8
7. PENALTIES FOR NON-COMPLIANCE
It is important that you understand the consequences of illegal insider trading, which can be severe. Both the SEC and the NYSE
investigate and are very effective at detecting insider trading. Cases have been successfully prosecuted against trading by
employees at all levels of an organization, trading through U.S. and foreign accounts, trading by family members and friends, and
trading involving only a small number of shares.
Under federal securities laws, individuals who engage in insider trading or “tipping” information to others can be liable for substantial
criminal and civil penalties, including (1) imprisonment for up to 20 years, (2) criminal fines of up to $5 million and (3) civil penalties
of up to three times the profits gained or losses avoided.
Zimmer Biomet as an employer could also be liable for civil fines of up to the greater of (1) three times the profit gained or loss
avoided and (2) $1 million, and criminal fines of up to $25 million, as a consequence of an employee’s insider trading or tipping, and
individual controlling persons (members of Zimmer Biomet’s Board of Directors, Company officers and other supervisory personnel)
could also be liable for civil penalties as a result of such transactions.
Failure to comply with this Policy or Zimmer Biomet’s Code of Business Conduct and Ethics may also subject employees to
Company-imposed sanctions, including dismissal for cause, whether or not the failure to comply results in a violation of law.
8. ADDITIONAL RESTRICTIONS ON CORPORATE INSIDERS
The following individuals (the “Corporate Insiders”) are subject to additional restrictions on trading Zimmer Biomet securities as
set out in the attached Addendum:
•
all members of Zimmer Biomet’s Board of Directors;
•
all employees level Z08 and above; and
•
other employees designated as Corporate Insiders by a member of Zimmer Biomet’s executive management.
9. REPORTING VIOLATIONS
Team members are required to report any known or suspected violations of Zimmer Biomet’s policies and procedures, applicable
laws, regulations, or industry codes. Team members may report such violations directly to their managers, supervisors, HR,
Compliance or through Zimmer Biomet’s Speak Up Hotline, which may be accessed from The Circle or from zimmerbiomet.com.
The Speak Up Hotline is operated by an independent company, not by Zimmer Biomet. Reports and reporter identities will be
treated as confidentially as possible, consistent with our commitment to investigate such reports and any legal requirements. Team
members may choose to make reports anonymously, where permitted by law. Failure to report a potential compliance issue can
result in disciplinary actions, up to and including
LEGAL 101 Rev. 3
Global Policy
STOCK TRADING POLICY
Level 1 Non-QMS Document
Effective Date:
26 APR 2023
All Copies (electronic or printed) are uncontrolled. Users must verify the revision of uncontrolled copies in EtQ Reliance before use.
COMP-FT 800.002, Eff. Date: April 26 2023 Public Page 6 of 8
termination of employment. Zimmer Biomet prohibits retaliation against team members who make a good faith report of a known or
suspected compliance or legal issue.
10. AUDITING AND MONITORING
This Policy and any related supporting documents are subject to auditing and monitoring.
11. RECORD KEEPING
This Policy will be kept in accordance with Zimmer Biomet’s document retention requirements and filed within the appropriate
document control system.
LEGAL 101 Rev. 3
Global Policy
STOCK TRADING POLICY
Level 1 Non-QMS Document
Effective Date:
26 APR 2023
All Copies (electronic or printed) are uncontrolled. Users must verify the revision of uncontrolled copies in EtQ Reliance before use.
COMP-FT 800.002, Eff. Date: April 26 2023 Public Page 7 of 8
ADDENDUM TO STOCK TRADING POLICY
Additional Requirements and Responsibilities for Corporate Insiders
PURPOSE
This Addendum supplements the Company’s Stock Trading Policy and applies to Corporate Insiders, as defined below. Corporate
Insiders are subject to both the requirements of the Stock Trading Policy as well as to additional procedures and requirements
described below to help prevent inadvertent violations of federal securities laws, to avoid even the appearance of impermissible
insider trading, and to facilitate their compliance with certain legal requirements not applicable to Zimmer Biomet Personnel
generally.
PERSONS COVERED
The following are “Corporate Insiders”:
•
all members of Zimmer Biomet’s Board of Directors;
•
all employees level Z08 and above; and
•
other employees designated as Corporate Insiders by a member of Zimmer Biomet’s executive management.
If you are covered by either of the above categories, then this Addendum also applies to the same extent to your immediate family
members and other individuals living in your household (“Family Members”), and to any other person or entity, including a trust,
corporation, partnership or other association, whose transactions in Company securities are directed by you or your Family Members
or are subject to the influence or control of you or your Family Members. Also, you are responsible for informing all Family Members
and such related parties of the requirements of this Addendum.
POLICY
A.
Pre-Clearance of Stock Transactions
You must obtain prior clearance from the Global Equity Plan Manager, Associate General Counsel and Assistant Secretary or
General Counsel before engaging in any transaction in Zimmer Biomet securities, including purchases, sales (including sales of
stock acquired through the ESPP or through the vesting of stock options or RSUs), stock option exercises, gifts or other
transactions in Zimmer Biomet securities. You will be advised whether you should refrain from proceeding with the transaction
based on information then available to the authorized officers or because the Company is in a blackout period as discussed
below. If clearance is denied, you must keep the fact of such denial confidential. Regardless of whether clearance is obtained,
if you are aware of any material nonpublic information concerning the Company, you should refrain from trading.
B.
Ban on Trading During Blackout Periods
A company’s quarterly earnings are almost always viewed as material to investors. Accordingly, this Policy prohibits all
Corporate Insiders from trading in Zimmer Biomet securities during the period commencing on the fifteenth (15th) day of the third
month of each calendar quarter (March 15, June
LEGAL 101 Rev. 3
Global Policy
STOCK TRADING POLICY
Level 1 Non-QMS Document
Effective Date:
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COMP-FT 800.002, Eff. Date: April 26 2023 Public Page 8 of 8
15, September 15 and December 15) until the second business day after the quarterly earnings release. This is generally
known as the “quarterly blackout period.”
Zimmer Biomet may also, from time to time, restrict certain individuals or groups of individuals from trading in Zimmer Biomet
securities based on material nonpublic corporate developments. Individuals subject to these event-specific blackout periods will
be notified that they should not trade in Zimmer Biomet securities. The existence of an event-specific blackout period will not be
announced to the Company as a whole and should not be communicated to any other person.
C.
Ban on Hedging Transactions
In order to align your interests with those of other Zimmer Biomet shareholders, you are prohibited from purchasing any financial
instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engaging in
transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Zimmer Biomet
securities that you hold, directly or indirectly, whether or not such Zimmer Biomet securities were acquired as part of your
compensation. This restriction does not preclude you from engaging in general portfolio diversification or investing in broad-
based index funds.
D.
Ban on Short Sales
Short sales of Zimmer Biomet securities may evidence an expectation on the part of the seller that the securities will decline in
value, and therefore have the potential to signal to the market that the seller lacks confidence in Zimmer Biomet’s prospects. In
addition, short sales may reduce a seller’s incentive to seek to improve Zimmer Biomet’s performance. For these reasons, you
are prohibited from engaging in short sales of Zimmer Biomet securities.
E.
Ban on Pledging and Margin Accounts
Securities held in a margin account as collateral for a margin loan may be sold by the broker without the account holder’s
consent if the account holder fails to meet a margin call. Similarly, securities pledged as collateral for a loan may be sold in
foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the
account holder or borrower is aware of material nonpublic information or otherwise is not permitted to trade in Zimmer Biomet
securities, you are prohibited from holding Zimmer Biomet securities in a margin account or otherwise pledging Zimmer Biomet
securities as collateral for a loan.
F.
Transactions Following Termination of Service with Zimmer Biomet
If you are in possession of material nonpublic information regarding Zimmer Biomet when your service terminates, you may not
trade in Zimmer Biomet securities until that information has become public or is no longer material. If you terminate service with
Zimmer Biomet during a quarterly blackout period, you may not trade in Zimmer Biomet securities until the second business day
after the later of (1) the date the quarterly earnings release is issued and (2) the date the material nonpublic information in your
possession becomes public or is no longer material. You will not be subject to quarterly blackout periods that commence
following termination of your service with Zimmer Biomet.
Exhibit 21
Subsidiaries of Zimmer Biomet Holdings, Inc.
As of December 31, 2024
Name of Subsidiary
Jurisdiction of Formation
Domestic subsidiaries:
A&E Medical Corp.
New Jersey
Alto Development Corp.
New Jersey
Avitus Orthopaedics, Inc.
Delaware
Biomet Biologics, LLC
Indiana
Biomet CV Holdings, LLC
Delaware
Biomet Fair Lawn LLC
Indiana
Biomet International, Inc.
Delaware
Biomet Manufacturing, LLC
Indiana
Biomet Microfixation, LLC
Florida
dba Zimmer Biomet CMF and Thoracic
Biomet Orthopedics, LLC
Indiana
Biomet Sports Medicine, LLC
Indiana
dba Biomet Sports Medicine Limited Liability Company (Forced)
Biomet Trauma, LLC
Indiana
Biomet U.S. Reconstruction, LLC
Indiana
Biomet, Inc.
Indiana
dba Zimmer Biomet
Cayenne Medical, Inc.
Delaware
CD Diagnostics, Inc.
Delaware
CD Laboratories, Inc.
Maryland
Citra Labs, LLC
Indiana
dba Biomet Citra Labs, LLC (Forced)
Dornoch Medical Systems, Inc.
Illinois
Embody, Inc.
Virginia
ETEX Corporation
Massachusetts
dba Zimmer ETEX
dba Zimmer Biomet ETEX
ETEX Holdings, Inc.
Delaware
dba Zimmer ETEX
dba Zimmer Biomet ETEX
Interpore Cross International, LLC
California
dba Zimmer Biomet Irvine
LVB Acquisition, Inc.
Delaware
OrthoGrid Systems, Inc.
Delaware
Medtech Surgical, Inc.
Delaware
ReLign Corporation
Delaware
Saphena Medical, Inc.
Delaware
ZB Manufacturing, LLC
Delaware
Zimmer Biomet Integrations LLC
Delaware
Zimmer Biomet Leasing LLC
Delaware
Zimmer Caribe, LLC
Delaware
Zimmer Co-op Holdings, LLC
Delaware
Zimmer CV, Inc.
Delaware
Zimmer Knee Creations, Inc.
Delaware
Zimmer Orthobiologics, Inc.
New Jersey
Zimmer Production, Inc.
Delaware
Zimmer Surgical, Inc.
Delaware
Zimmer Trabecular Metal Technology, Inc.
New Jersey
Zimmer US, Inc.
Delaware
dba Zimmer Biomet
1
Name of Subsidiary
Jurisdiction of Formation
dba Zimmer Biomet Bay Area
dba Zimmer Biomet Mid-Atlantic
dba Zimmer Biomet North Texas
dba Zimmer Biomet Southern California
dba Zimmer US Cooperative
dba Compression Therapy Concepts
dba CTC Inc.
Zimmer, Inc.
Delaware
dba Zimmer Biomet
dba Zimmer Biomet Corporate Services (Forced)
dba Z Hotel
dba CD Diagnostics
dba CD Laboratories
Foreign subsidiaries:
Biomet Argentina SA
Argentina
OSSIS Australia Pty. Limited
Australia
Zimmer Australia Holding Pty. Ltd.
Australia
Zimmer Biomet Pty. Ltd.
Australia
Zimmer Biomet Austria GmbH
Austria
Zimmer Biomet Finance Srl
Barbados
Zimmer Biomet BV
Belgium
Biomet Insurance Ltd.
Bermuda
WM World Medical Importacao e Exportacao Ltda.
Brazil
Zimmer Biomet Brasil Ltda.
Brazil
ORTHOsoft ULC
Canada
dba Zimmer CAS
Zimmer Biomet Canada, Inc.
Canada
ZB Cayman (Asia) Holding Ltd.
Cayman Islands
Biomet Chile SA
Chile
Beijing Montagne Medical Device Co. Ltd.
China
Biomet China Co., Ltd.
China
Changzhou Biomet Medical Devices Co. Ltd.
China
Shanghai Biomet Business Consulting Co. Ltd.
China
Zhejiang Biomet Medical Products Co. Ltd.
China
Zimmer Biomet CBT
China
Zimmer (Shanghai) Medical International Trading Co., Ltd.
China
Zimmer (Shanghai) Medical International Trading Co., Ltd. - Beijing Branch (branch)
China
Zimmer Biomet Colombia SAS
Colombia
3102910623 Sociedad de Responsabilidad Limitada
Costa Rica
Zimmer Biomet Centroamerica SA
Costa Rica
Zimmer Czech sro
Czech Republic
Zimmer Biomet Denmark ApS
Denmark
Zimmer Biomet Finland Oy
Finland
Biomet France Sarl
France
Medtech SAS
France
Neosteo SAS
France
OrthoGrid Systems SAS
France
V.I.M.S. VIDEO INTERVENTIONNELLE MEDICALE SCIENTIFIQUE
France
Zimmer Biomet France SAS
France
Zimmer Biomet France Holdings SAS
France
Biomet Deutschland GmbH
Germany
Zimmer Biomet Healthcare Management GmbH
Germany
Zimmer Biomet Deutschland GmbH
Germany
1
Name of Subsidiary
Jurisdiction of Formation
Zimmer Germany Holdings GmbH
Germany
Zimmer International Logistics GmbH
Germany
Zimmer Biomet Hellas SA
Greece
Biomet Hong Kong Holding Ltd.
Hong Kong
ZB Hong Kong Holding Ltd.
Hong Kong
ZB Hong Kong Ltd.
Hong Kong
Zimmer Asia (HK) Ltd.
Hong Kong
Zimmer India Private Ltd.
India
Zimmer Biomet Ireland Holdings Limited
Ireland
Zimmer Biomet Ireland Limited
Ireland
Zimmer Orthopedics Manufacturing Limited
Ireland
Zimmer Biomet Comp Ltd.
Israel
Zimmer Biomet Medical Israel Ltd.
Israel
Zimmer Biomet Italia Srl
Italy
Zimmer Biomet GK
Japan
Zimmer Biomet Kikaku G.K.
Japan
Zimmer Biomet Korea Ltd.
Korea
Zimmer GmbH, Representative Office Lebanon (branch)
Lebanon
Zimmer Biomet OUS Holdings GmbH
Liechtenstein
Zimmer Luxembourg Sarl
Luxembourg
Zimmer Luxembourg II Sarl
Luxembourg
Zimmer Medical Malaysia SDN BHD
Malaysia
Biomet Mexico S.A. de C.V.
Mexico
Representaciones Zimmer Inc., S. de R.L. de C.V.
Mexico
Biomet C.V.
Netherlands
Biomet Global Supply Chain Center B.V.
Netherlands
Biomet Holdings B.V.
Netherlands
ZB COOP C.V.
Netherlands
Zimmer Biomet Asia Holding B.V.
Netherlands
Zimmer Biomet Nederland B.V.
Netherlands
Zimmer Manufacturing B.V.
Netherlands
OSSIS Corporation
New Zealand
Zimmer Biomet New Zealand Company
New Zealand
Zimmer Biomet NZ Holdings Corporation
New Zealand
Zimmer Biomet Norway AS
Norway
Zimmer Biomet Polska Sp. z.o.o
Poland
Zimmer Biomet Portugal Unipessoal, Lda
Portugal
Zimmer Manufacturing B.V. (branch)
Puerto Rico
Zimmer Biomet Romania S.R.L.
Romania
Zimmer CIS Ltd.
Russia
Zimmer Biomet Asel Alarabiya Limited Company
Saudi Arabia
Zimmer GmbH, Zimmer Biomet Regional Headquarters (branch)
Saudi Arabia
Zimmer Biomet Asia Holdings Pte. Ltd.
Singapore
Zimmer Pte. Ltd.
Singapore
Zimmer Slovakia sro
Slovakia
Zimmer Biomet South Africa (Pty) Ltd.
South Africa
Biomet Spain Orthopaedics S.L.
Spain
Zimmer Biomet Spain S.L.
Spain
Biomet Cementing Technologies AB
Sweden
Scandimed Holding AB
Sweden
Zimmer Biomet Sweden AB
Sweden
Zimmer Biomet Global Holdings Switzerland GmbH
Switzerland
Zimmer Biomet OUS Holdings 1 GmbH
Switzerland
Zimmer GmbH
Switzerland
1
Name of Subsidiary
Jurisdiction of Formation
Zimmer GmbH, Euro IP Branch (branch)
Switzerland
Zimmer GmbH, Distribution (branch)
Switzerland
Zimmer GmbH, Zug Branch (branch)
Switzerland
Zimmer Surgical SA
Switzerland
Zimmer Switzerland Holdings LLC
Switzerland
Zimmer Switzerland Manufacturing GmbH
Switzerland
Zimmer Biomet Taiwan Co., Ltd.
Taiwan
Zimmer Biomet (Thailand) Co., Ltd.
Thailand
Zimmer Biomet Tibbi Cihazlar Sanayi ve Ticaret Anonim Sirketi
Turkey
Zimmer Gulf FZ LLC
United Arab Emirates
Biomet UK Ltd.
United Kingdom
Biomet UK Healthcare Ltd.
United Kingdom
ZB EMEA Finance UK 1 Ltd.
United Kingdom
ZB EMEA Finance UK 2 Ltd.
United Kingdom
ZB EMEA Finance UK 3 Ltd.
United Kingdom
ZB UK Group Holdings Limited
United Kingdom
ZB UK Plant Holdings Limited
United Kingdom
Zimmer Biomet UK Ltd.
United Kingdom
Zimmer Trustee Ltd.
United Kingdom
Zimmer Pte. Ltd., The Representative Office of Zimmer Pte. Ltd. in Hanoi City (branch)
Vietnam
1 Excludes certain entities that have de minimis activity or are in the process of being liquidated or dissolved and that, if considered in the
aggregate as a single subsidiary, would not constitute a significant subsidiary.
1
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-65934, 333-65936, 333-65938, 333-101243, 333-
101265, 333-125667, 333-131164, 333-140939, 333-155757, 333-165078, 333-172463, 333-179700, 333-186951, 333-194269, 333-216367, 333-261349 and
333-279971) and Form S-3 (No. 333-263051) of Zimmer Biomet Holdings, Inc. of our report dated February 25, 2025 relating to the financial statements,
financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 25, 2025
EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Ivan Tornos, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Zimmer Biomet Holdings, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of registrant’s board of directors:
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: February 25, 2025
/s/ Ivan Tornos
Ivan Tornos
President and Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Suketu Upadhyay, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Zimmer Biomet Holdings, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of registrant’s board of directors:
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: February 25, 2025
/s/ Suketu Upadhyay
Suketu Upadhyay
Chief Financial Officer and Executive Vice President - Finance, Operations
and Supply Chain
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Zimmer Biomet Holdings, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2024 as filed with
the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to
§ 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Ivan Tornos
Ivan Tornos
President and Chief Executive Officer
February 25, 2025
/s/ Suketu Upadhyay
Suketu Upadhyay
Chief Financial Officer and Executive Vice President - Finance, Operations and Supply Chain
February 25, 2025