Attached files
file | filename |
---|---|
EX-99.1 - EX-99.1 - ZIMMER BIOMET HOLDINGS, INC. | c62670exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 27, 2011
ZIMMER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) |
001-16407 (Commission File Number) |
13-4151777 (IRS Employer Identification No.) |
345 East Main Street
Warsaw, Indiana 46580
(Address of principal executive offices) (Zip Code)
Warsaw, Indiana 46580
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (574) 267-6131
Not applicable
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
On January 27, 2011, Zimmer Holdings, Inc. (the Registrant) reported its results of
operations for the quarter and year ended December 31, 2010. The Registrants earnings release is
attached as Exhibit 99.1 and the information set forth therein is incorporated herein by reference
and constitutes a part of this report.
The earnings release attached as Exhibit 99.1 includes two types of non-GAAP financial
measures that differ from financial measures calculated in accordance with U.S. generally accepted
accounting principles (GAAP). These non-GAAP financial measures may not be comparable to similar
measures reported by other companies and should be considered in addition to, and not as a
substitute for, or superior to, other measures prepared in accordance with GAAP. The first type of
non-GAAP financial measure included in the press release consists of sales information reported on
a constant currency basis which has been calculated by translating actual current and prior-period
sales at the same predetermined exchange rate. The translated results are then used to determine
year-over-year percentage increases or decreases that exclude the effect of changes in foreign
currency exchange rates.
The second type of non-GAAP financial measure included in the press release consists of
operating performance measures that have been adjusted to exclude certain items. The earnings
release presents adjusted net earnings and adjusted diluted EPS for the fourth quarter and full
year 2010 and projected adjusted diluted EPS for the full year 2011 to exclude the effects of
inventory step-up and special items, net of tax. Special items include acquisition and integration
costs, as well as employee termination benefits and asset impairment charges connected with global
restructuring and transformation initiatives. In addition, adjusted net earnings and adjusted
diluted EPS for the fourth quarter and full year 2010 exclude the effects of a goodwill impairment
charge related to the Registrants U.S. Spine business. Adjusted net earnings and adjusted diluted
EPS for the full year 2010 also exclude the effects of a provision for known and anticipated claims
relating to the previously announced voluntary suspension of marketing and distribution of the
Durom® Acetabular Component (Durom® Cup) in the U.S., net of tax.
Adjusted net earnings and adjusted diluted EPS for the 2009 periods presented in the press
release exclude the effects of inventory step-up and special items, net of tax, as well as the
effects of a goodwill impairment charge related to the Registrants U.S. Spine business. Adjusted
net earnings and adjusted diluted EPS for the full year 2009 also exclude the effects of a net
curtailment and settlement gain and a provision for known and anticipated claims relating to the
Durom® Cup, net of tax.
Management uses this non-GAAP information internally to evaluate the performance of the
business and believes that it provides useful information to investors by offering the ability to
make more meaningful period-to-period comparisons of the Registrants on-going operating results,
the ability to better identify operating trends that may otherwise be masked or distorted by these
types of items and to perform related trend analysis, and a higher degree of transparency of
certain items. In addition, adjusted diluted EPS is used as a performance metric in the
Registrants incentive compensation programs.
All of the non-GAAP financial measures are reconciled to the most directly comparable GAAP
financial measure in the press release.
The Registrant is furnishing the information contained in this report, including the Exhibit,
pursuant to Item 2.02 of Form 8-K promulgated by the Securities and Exchange Commission (the
SEC). This information shall not be deemed to be filed with the SEC or incorporated by
reference into any other filing with the SEC. By filing this report on Form 8-K and furnishing
this information, the Registrant makes no admission as to the materiality of any information in
this report, including the Exhibit.
Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
Exhibit No. | Description | |||
99.1 | Press Release, dated January 27, 2011, issued by the Registrant |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 27, 2011
ZIMMER HOLDINGS, INC. |
||||
By: | /s/ Chad F. Phipps | |||
Name: | Chad F. Phipps | |||
Title: | Senior Vice President, General Counsel and Secretary |
EXHIBIT INDEX
Exhibit No. | Description | |||
99.1 | Press Release, dated January 27, 2011, issued by the Registrant |