Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - ZIMMER BIOMET HOLDINGS, INC. | c64338exv99w1.htm |
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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): April 28, 2011
ZIMMER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-16407 | 13-4151777 | ||
| (State or other | (Commission | (IRS Employer | ||
| jurisdiction of | File Number) | Identification No.) | ||
| incorporation) |
345 East Main Street
Warsaw, Indiana 46580
(Address of principal executive offices) (Zip Code)
Warsaw, Indiana 46580
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (574) 267-6131
Not applicable
(Former name or former address, if changed since last report)
(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)) |
TABLE OF CONTENTS
| Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION | ||||||||
| Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-99.1 | ||||||||
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Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 28, 2011, Zimmer Holdings, Inc. (the “Registrant”) reported its results of operations
for the quarter ended March 31, 2011. The Registrant’s 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, adjusted diluted EPS and projected adjusted diluted EPS to
exclude the effects of inventory step-up and special items, net of tax. Included in special items
are acquisition and integration costs as well as employee termination benefits, certain contract
terminations and asset impairment charges connected with global restructuring and transformation
initiatives.
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 Registrant’s 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
Registrant’s 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.
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Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit No. | Description | |
99.1
|
Press Release, dated April 28, 2011, issued by the Registrant |
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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: April 28, 2011
| ZIMMER HOLDINGS, INC. |
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| By: | /s/ Chad F. Phipps | |||
| Name: | Chad F. Phipps | |||
| Title: | Senior Vice President, General Counsel and Secretary |
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