Zimmer Biomet Announces Fourth Quarter and Full-Year 2019 Financial Results

WARSAW, Ind., Feb. 4, 2020 /PRNewswire/ -- Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH) today reported financial results for the quarter and year ended December 31, 2019. The Company reported fourth quarter net sales of $2.126 billion, an increase of 2.6% over the prior year period, and an increase of 3.2% on a constant currency basis. Net sales for the full year were $7.982 billion, an increase of 0.6% over 2018 and an increase of 2.2% on a constant currency basis. Net earnings for the fourth quarter were $321 million and $478 million on an adjusted basis, and for the full year were $1.132 billion and $1.626 billion on an adjusted basis.

Diluted earnings per share were $1.54 for the fourth quarter and $5.47 for the full year. Adjusted diluted earnings per share were $2.30 for the fourth quarter, an increase of 5.5% over the prior year period, and were $7.87 for the full year, an increase of 3.0% over 2018.

"In 2019 we continued to successfully execute our plan to reposition the company for success, driven by our global team's focus on our One ZB mission and culture," said Bryan Hanson, President and CEO of Zimmer Biomet. "We continued to invest for growth and drove improved performance in 2019, especially in the second half of the year. We are operating from a position of strength for 2020 and beyond. I am proud of the entire ZB team and their unyielding commitment to the ZB mission and bettering the lives of patients around the world."

Key drivers in the fourth quarter included solid performance from the Americas and Asia Pacific, with continued strong results across our global Knee and Hip businesses. Additionally, ROSA(®) Knee System sales accelerated from the third quarter of 2019.

Please see the attached schedules accompanying this press release for additional details on performance in the quarter, including sales by Zimmer Biomet's three geographies and six product categories.

Recent Highlights

    --  Fourth quarter launch, positive customer feedback and good momentum for
        the Persona(®) Revision and Avenir Complete(TM) products
    --  The Company began a number of restructuring initiatives, including
        reorganizing business units to create greater strategic alignment,
        increased efficiency and improved resource allocation for accelerated
        growth
    --  Zimmer Biomet named 2019 Medtech Company of the Year by Medical Device
        and Diagnostic Industry (MD+DI)

Geographic and Product Category Sales

The following sales tables provide results by geography and product category for the three-month period and year ended December 31, 2019, as well as the percentage change compared to the prior year periods, on both a reported basis and a constant currency basis.


                    
            
              NET SALES - THREE MONTHS ENDED DECEMBER 31, 2019


                                
            
              (in millions, unaudited)






                                                                                                                      
     
       Constant


                                                                                          
      
      Net                   
     
       Currency


                                                                                         
      
      Sales  
     
       % Change  
     
       % Change



     
     
              Geographic Results


     
     Americas                                                                                $1,288     2.3
          %     2.4
          %


     
     EMEA                                                                                       471           (1.1)             1.4


     
     Asia Pacific                                                                               367             9.2              8.6



     
     
              Total                                                                        $2,126     2.6
          %     3.2
          %



     
     
              Product Categories


     
     
              Knees


     
     Americas                                                                                  $454     4.8
          %     4.9
          %


     
     EMEA                                                                                       180             0.8              3.4


     
     Asia Pacific                                                                               127             7.3              7.5



     
     Total                                                                                      761             4.3              4.9


     
     
              Hips


     
     Americas                                                                                   267             3.3              3.3


     
     EMEA                                                                                       132           (3.2)           (0.9)


     
     Asia Pacific                                                                               112             9.3              8.2



     
     Total                                                                                      511             2.7              3.2


     
     
              S.E.T *                                                                         474             2.8              3.1


     
     
              Spine & CMF**                                                                   197           (0.3)             0.2


     
     
              Dental                                                                          109             4.3              5.0


     
     
              Other                                                                            74           (8.2)           (7.7)



     
     
              Total                                                                        $2,126     2.6
          %     3.2
          %







     
     
              * Surgical, Sports Medicine, Extremities and Trauma


     
     ** Craniomaxillofacial


                    
              
                NET SALES - YEAR ENDED DECEMBER 31, 2019


                            
              
                (in millions, unaudited)






                                                                                                          Constant


                                                                                     
     
      Net             Currency


                                                                                          Sales % Change  % Change



     
     
                Geographic Results


     
     Americas                                                                          $4,876       0.8        1.0
                                                                                                       %         %


     
     EMEA                                                                               1,747     (3.1)       2.2


     
     Asia Pacific                                                                       1,359       5.1        6.9



     
     
                Total                                                                $7,982       0.6        2.2
                                                                                                       %         %



     
     
                Product Categories


     
     
                Knees


     
     Americas                                                                          $1,677       2.1        2.2
                                                                                                       %         %


     
     EMEA                                                                                 654     (2.7)       2.8


     
     Asia Pacific                                                                         479       4.5        7.1



     
     Total                                                                              2,810       1.3        3.2


     
     
                Hips


     
     Americas                                                                           1,016       2.0        2.2


     
     EMEA                                                                                 500     (3.9)       1.3


     
     Asia Pacific                                                                         419       3.4        4.8



     
     Total                                                                              1,935       0.7        2.5


     
     
                S.E.T *                                                               1,796       2.5        3.8


     
     
                Spine & CMF**                                                           747     (2.2)     (1.2)


     
     
                Dental                                                                  414       0.7        2.3


     
     
                Other                                                                   280     (9.9)     (8.6)



     
     
                Total                                                                $7,982       0.6        2.2
                                                                                                       %         %







     
     
                * Surgical, Sports Medicine, Extremities and Trauma


     
     ** Craniomaxillofacial

Cash Flow and Balance Sheet

Operating cash flow for the fourth quarter was $423 million and free cash flow was $295 million. In the fourth quarter, the Company paid down $161 million of debt, net of debt proceeds, paid $49 million in dividends and declared a dividend of $0.24 per share. Operating cash flow for the full year was $1.586 billion and free cash flow was $1.063 billion. In the full year, the Company paid down $716 million of debt, net of debt proceeds, paid $197 million in dividends and declared dividends of $0.96 per share.

Guidance

The Company is providing the following full-year 2020 financial guidance:


                            Projected Year Ending December 31, 2020

    ---

               2020 reported and constant
                currency revenue growth                   2.5% - 3.5%

    ---

               Foreign Currency Exchange
                Impact(1)                       
              Neutral

    ---

               Adjusted Operating Profit
                Margin(2)                               27.0% - 28.0%

    ---

               Adjusted Tax Rate(2)                     16.0% - 17.0%

    ---

               Adjusted Diluted EPS(2)       
              $8.15 - $8.45

    ---



                                             Expected to be
                                               negative in
                                               the first
                                               half of the
                                               year and
                                               slightly
                                               positive in
                                               the second
                                               half of the
                                               year based on
                                               current
                                               foreign
                                               currency
                                               exchange

              
                (1)               rates

                            ---

                                             These measures
                                               are non-GAAP
                                               financial
                                               measures for
                                               which a
                                               reconciliation
                                               to the most
                                               directly
                                               comparable
                                               GAAP
                                               financial
                                               measure is
                                               not available
                                               without
                                               unreasonable
                                               efforts. See
                                               "Forward-
                                               Looking Non-
                                               GAAP
                                               Financial

              
                (2)               Measures."

                            ---

Conference Call

The Company will conduct its fourth quarter and full-year 2019 investor conference call today, February 4, 2020, at 8:30 a.m. Eastern Time. The audio webcast can be accessed via Zimmer Biomet's Investor Relations website at https://investor.zimmerbiomet.com. It will be archived for replay following the conference call.

About the Company

Founded in 1927 and headquartered in Warsaw, Indiana, Zimmer Biomet is a global leader in musculoskeletal healthcare. We design, manufacture and market orthopedic reconstructive products; sports medicine, biologics, extremities and trauma products; office based technologies; spine, craniomaxillofacial and thoracic products; dental implants; and related surgical products.

We collaborate with healthcare professionals around the globe to advance the pace of innovation. Our products and solutions help treat patients suffering from disorders of, or injuries to, bones, joints or supporting soft tissues. Together with healthcare professionals, we help millions of people live better lives.

We have operations in more than 25 countries around the world and sell products in more than 100 countries. For more information, visit www.zimmerbiomet.com or follow Zimmer Biomet on Twitter at www.twitter.com/zimmerbiomet.

Website Information

We routinely post important information for investors on our website, www.zimmerbiomet.com, in the "Investor Relations" section. We use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investor Relations section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.

Note on Non-GAAP Financial Measures

This press release includes 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.

Sales change information for the three-month period and the year ended December 31, 2019 is presented on a GAAP (reported) basis and on a constant currency basis. Constant currency percentage changes exclude the effects of foreign currency exchange rates. They are calculated by translating 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.

Net earnings and diluted earnings per share for the three-month period and the year ended December 31, 2019 are presented on a GAAP (reported) basis and on an adjusted basis. Adjusted earnings and adjusted diluted earnings per share exclude the effects of certain inventory and manufacturing-related charges, including charges to terminate a raw material supply agreement and to discontinue certain product lines; intangible asset amortization; intangible asset impairment; quality remediation expenses; restructuring and other cost reduction initiative expenses; acquisition, integration and related gains and expenses; certain litigation gains and charges; expenses to establish initial compliance with the European Union Medical Device Regulation; other charges; any related effects on our income tax provision associated with these items, the effect of Switzerland tax reform and other certain tax adjustments.

Free cash flow is an additional non-GAAP measure that is presented in this press release. Free cash flow is computed by deducting additions to instruments and other property, plant and equipment from net cash provided by operating activities.

Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in this press release. This press release also contains supplemental reconciliations of additional non-GAAP financial measures that the Company presents in other contexts. These additional non-GAAP financial measures are computed from the most directly comparable GAAP financial measure as indicated in the applicable reconciliation.

Management uses non-GAAP financial measures internally to evaluate the performance of the business. Additionally, management believes these non-GAAP measures provide meaningful incremental information to investors to consider when evaluating the performance of the Company. Management believes these measures offer the ability to make period-to-period comparisons that are not impacted by certain items that can cause dramatic changes in reported income but that do not impact the fundamentals of our operations. The non-GAAP measures enable the evaluation of operating results and trend analysis by allowing a reader to better identify operating trends that may otherwise be masked or distorted by these types of items that are excluded from the non-GAAP measures. In addition, constant currency sales changes, adjusted operating profit, adjusted diluted earnings per share and free cash flow are used as performance metrics in our incentive compensation programs.

Forward-Looking Non-GAAP Financial Measures

This press release also includes certain forward-looking non-GAAP financial measures for the year ending December 31, 2020. We calculate forward-looking non-GAAP financial measures based on internal forecasts that omit certain amounts that would be included in GAAP financial measures. For instance, we exclude the impact of certain charges related to restructuring and other cost reduction initiatives and certain legal and tax matters. We have not provided quantitative reconciliations of these forward-looking non-GAAP financial measures to the most directly comparable forward-looking GAAP financial measures because the excluded items are not available on a prospective basis without unreasonable efforts. For example, the timing of certain transactions is difficult to predict because management's plans may change. In addition, the company believes such reconciliations would imply a degree of precision and certainty that could be confusing to investors. It is probable that these forward-looking non-GAAP financial measures may be materially different from the corresponding GAAP financial measures.

Cautionary Note Regarding Forward-Looking Statements

This press release 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, 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," "look forward to" and similar expressions to identify forward-looking statements. All statements other than statements of historical or current fact are, or may be deemed to be, forward-looking statements. Such statements are based upon the current beliefs, expectations and assumptions of management and are subject to significant risks, uncertainties and changes in circumstances that could cause actual outcomes and results to differ materially from the forward-looking statements. These risks, uncertainties and changes in circumstances include, but are not limited to: the possibility that the anticipated synergies and other benefits from mergers and acquisitions will not be realized, or will not be realized within the expected time periods; the risks and uncertainties related to our ability to successfully integrate the operations, products, employees and distributors of acquired companies; the risks and uncertainties related to our ability to successfully execute our restructuring plans; 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, vendors and lenders and on our operating results and businesses generally; compliance with the Deferred Prosecution Agreement entered into in January 2017; the success of our quality and operational excellence initiatives, including ongoing quality remediation efforts at our Warsaw North Campus facility; 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 foreign government regulators, such as more stringent requirements for regulatory clearance of products; the ability to remediate matters identified in any inspectional observations or warning letters issued by the FDA, while continuing to satisfy the demand for our products; the outcome of government investigations; competition; pricing pressures; changes in customer demand for our products and services caused by demographic changes or other factors; the impact of healthcare reform measures; reductions in reimbursement levels by third-party payors and cost containment efforts of healthcare purchasing organizations; dependence on new product development, technological advances and innovation; shifts in the product category or regional sales mix of our products and services; supply and prices of raw materials and products; control of costs and expenses; the ability to obtain and maintain adequate intellectual property protection; breaches or failures of our information technology systems or products, including by cyberattack, unauthorized access or theft; the ability to form and implement alliances; changes in tax obligations arising from tax reform measures, including European Union rules on state aid, or examinations by tax authorities; product liability and intellectual property litigation losses; the ability to retain the independent agents and distributors who market our products; dependence on a limited number of suppliers for key raw materials and outsourced activities; 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 general industry and market conditions, including domestic and international growth rates; changes in general domestic and international economic conditions, including interest rate and currency exchange rate fluctuations; and the impact of the ongoing financial and political uncertainty on countries in the Euro zone on the ability to collect accounts receivable in affected countries. For a further list and description of such risks and uncertainties, see our reports filed with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2018 and our Quarterly Report on Form 10-Q for the quarters ended June 30, 2019 and September 30, 2019. Copies of these filings, as well as subsequent filings, are available online at www.sec.gov, www.zimmerbiomet.com or on request from us. 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. Readers of this press release 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. This cautionary note is applicable to all forward-looking statements contained in this press release.


         
              
                 ZIMMER BIOMET HOLDINGS, INC.


      
        
                 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS


                      FOR THE THREE MONTHS ENDED DECEMBER 31, 2019 and 2018


                      (in millions, except per share amounts, unaudited)




                                                              2019              2018

                                                                                ---

                     Net Sales                            $2,125.7          $2,071.0


        Cost of products
         sold, excluding
         intangible
         asset
         amortization                                        582.2             583.4


        Intangible asset
         amortization                                        147.4             148.0


        Research and
         development                                         121.1             101.2


        Selling, general
         and
         administrative                                      882.2             998.6


        Goodwill and
         intangible
         asset
         impairment                                                           975.9


        Quality
         remediation                                          19.3              34.6


        Restructuring
         and other cost
         reduction
         initiatives                                          33.0               9.5


        Acquisition,
         integration and
         related                                               3.7              10.3

                                                                                ---

        Operating
         expenses                                          1,788.9           2,861.5

                                                                                ---

                     Operating Profit
                      (Loss)                                 336.8           (790.5)


        Other income
         (expense), net                                        4.8             (6.9)


        Interest
         expense, net                                       (52.4)           (68.5)

                                                                                ---

        Earnings (loss)
         before income
         taxes                                               289.2           (865.9)


        (Benefit)
         provision for
         income taxes                                       (32.2)             36.6

                                                                                ---

                     Net Earnings
                      (Loss)                                 321.4           (902.5)


        Less: Net
         earnings (loss)
         attributable to
         noncontrolling
         interest                                              0.7             (1.4)



                     Net Earnings
                      (Loss) of
                      Zimmer Biomet
                      Holdings, Inc.                        $320.7          $(901.1)



                     Earnings (Loss) Per Common Share



       Basic                                                $1.56           $(4.42)


        Diluted                                              $1.54           $(4.42)


                     Weighted Average Common Shares
                      Outstanding



       Basic                                                205.8             204.0


        Diluted                                              207.8             204.0


                
              
                 ZIMMER BIOMET HOLDINGS, INC.


        
             
                 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS


        
             
                 FOR THE YEARS ENDED DECEMBER 31, 2019 and 2018


      
             
                 (in millions, except per share amounts, unaudited)




                                                                2019                 2018



                       Net Sales                            $7,982.2             $7,932.9


          Cost of products
           sold, excluding
           intangible asset
           amortization                                      2,252.6              2,271.9


          Intangible asset
           amortization                                        584.3                595.9


          Research and
           development                                         449.3                391.7


          Selling, general
           and
           administrative                                    3,343.8              3,379.3


          Goodwill and
           intangible asset
           impairment                                           70.1                979.7


          Quality
           remediation                                          82.4                146.9


          Restructuring and
           other cost
           reduction
           initiatives                                          50.0                 34.2


          Acquisition,
           integration and
           related                                              12.2                 99.5



          Operating expenses                                 6,844.7              7,899.1



                       Operating Profit                      1,137.5                 33.8


          Other expense, net                                   (4.8)              (15.6)


          Interest expense,
           net                                               (226.9)             (289.3)



          Earnings (loss)
           before income
           taxes                                               905.8              (271.1)


          (Benefit)
           provision for
           income taxes                                      (225.7)               108.2



                       Net Earnings
                        (Loss)                               1,131.5              (379.3)


          Less: Net loss
           attributable to
           noncontrolling
           interest                                            (0.1)               (0.1)



                       Net Earnings
                        (Loss) of Zimmer
                        Biomet Holdings,
                        Inc.                                $1,131.6             $(379.2)



                       Earnings (Loss) Per Common Share



         Basic                                                $5.52              $(1.86)



         Diluted                                              $5.47              $(1.86)


                       Weighted Average Common Shares
                        Outstanding



         Basic                                                205.1                203.5



         Diluted                                              206.7                203.5


                                 
            
           ZIMMER BIOMET HOLDINGS, INC.


                             
              
         CONDENSED CONSOLIDATED BALANCE SHEETS


                                   
            
           (in millions, unaudited)




                                          
        
                December 31,            
     
     December 31,


                                                                    2019                         2018



                   Assets


      Cash and cash equivalents                                   $617.9                       $542.8



     Receivables, net                                           1,363.9                      1,275.8



     Inventories                                                2,385.0                      2,256.5


      Other current assets                                         357.1                        352.3



      Total current assets                                       4,723.9                      4,427.4


      Property, plant and
       equipment, net                                            2,077.4                      2,015.4



     Goodwill                                                   9,599.7                      9,594.4


      Intangible assets, net                                     7,257.6                      7,684.6



     Other assets                                                 980.1                        405.0



                   Total Assets                                $24,638.7                    $24,126.8



                   Liabilities and
                    Stockholders' Equity


      Current liabilities                                       $1,941.5                     $1,896.3


      Current portion of long-
       term debt                                                 1,500.0                        525.0


      Other long-term liabilities                                2,083.0                      2,015.7



     Long-term debt                                             6,721.4                      8,413.7


      Stockholders' equity                                      12,392.8                     11,276.1



                   Total Liabilities and
                    Stockholders' Equity                       $24,638.7                    $24,126.8


                                                                                                           
             
                 ZIMMER BIOMET HOLDINGS, INC.


                                                                                                 
              
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                                  
              
                FOR THE YEARS ENDED DECEMBER 31, 2019 and 2018


                                                                                                             
             
                 (in millions, unaudited)




                                                                                                                                                                             2019       2018




              
                Cash flows provided by (used in) operating activities



              Net earnings (loss)                                                                                                                                       $1,131.5   $(379.3)



              Depreciation and amortization                                                                                                                              1,006.1    1,040.5



              Share-based compensation                                                                                                                                      84.3       65.5



              Goodwill and intangible asset impairment                                                                                                                      70.1      979.7



              Changes in operating assets and liabilities, net of acquired assets and
    liabilities



              Income taxes                                                                                                                                               (427.3)   (137.4)



              Receivables                                                                                                                                                 (93.8)     213.6



              Inventories                                                                                                                                                (125.2)   (199.5)



              Accounts payable and accrued expenses                                                                                                                       (42.0)     155.9



              Other assets and liabilities                                                                                                                                (17.9)       8.4




              Net cash provided by operating activities (1)                                                                                                              1,585.8    1,747.4




              
                Cash flows provided by (used in) investing activities



              Additions to instruments                                                                                                                                   (315.9)   (276.3)



              Additions to other property, plant and equipment                                                                                                           (207.1)   (162.7)



              Net investment hedge settlements                                                                                                                              48.1       69.2



              Acquisition of intellectual property rights                                                                                                                (197.6)



              Business combination investments, net of acquired cash                                                                                                      (37.1)    (15.3)



              Investments in other assets                                                                                                                                 (19.7)    (31.5)




              Net cash used in investing activities                                                                                                                      (729.3)   (416.6)




              
                Cash flows provided by (used in) financing activities



              Proceeds from senior notes                                                                                                                                   549.2      749.5



              Proceeds from multicurrency revolving facility                                                                                                                         400.0



              Payments on multicurrency revolving facility                                                                                                                         (400.0)



              Redemption of senior notes                                                                                                                                 (500.0) (1,150.0)



              Proceeds from term loans                                                                                                                                     200.0      675.0



              Payments on term loans                                                                                                                                     (960.0) (1,425.0)



              Net payments on other debt                                                                                                                                   (5.3)     (3.9)



              Dividends paid to stockholders                                                                                                                             (196.7)   (195.2)



              Proceeds from employee stock compensation plans                                                                                                              158.2      107.9



              Net cash flows from unremitted collections from factoring programs                                                                                          (12.2)    (36.7)



              Business combination contingent consideration payments                                                                                                       (2.9)    (19.8)



              Other financing activities                                                                                                                                  (10.2)     (4.0)




              Net cash used in financing activities                                                                                                                      (779.9) (1,302.2)




              Effect of exchange rates on cash and cash equivalents                                                                                                        (1.5)    (10.2)




              Increase in cash and cash equivalents                                                                                                                         75.1       18.4



              Cash and cash equivalents, beginning of period                                                                                                               542.8      524.4



              Cash and cash equivalents, end of period                                                                                                                    $617.9     $542.8






              
                (1)  2019 reflects approximately $168 million paid related to a patent litigation matter


                                                  
           
                 ZIMMER BIOMET HOLDINGS, INC.


                                                     
           
                 NET SALES BY GEOGRAPHY


                                              
     
              FOR THE THREE MONTHS ENDED DECEMBER 31,  2019 and 2018


                                                    
           
                 (in millions, unaudited)




                           Three Months Ended
                   December 31,



                                         2019       2018                                   % Inc /                      Volume  Price            Foreign
                                                                              (Dec)                               / Mix                 Exchange




     Americas                       $1,288.2   $1,259.2                                       2.3                          5.3   (2.9)
                                                                                               %                           %                         %
                                                                                                                                  %              (0.1)



     EMEA                              470.4      475.6                                     (1.1)                         3.3   (1.9)              (2.5)



     Asia Pacific                      367.1      336.2                                       9.2                         10.7   (2.1)                0.6



     Total                          $2,125.7   $2,071.0                                       2.6                          5.8   (2.6)
                                                                                               %                           %                         %
                                                                                                                                  %              (0.6)









                                                  
           
                 ZIMMER BIOMET HOLDINGS, INC.


                                                 
           
                 NET SALES BY PRODUCT CATEGORY


                                              
     
              FOR THE THREE MONTHS ENDED DECEMBER 31,  2019 and 2018


                                                    
           
                 (in millions, unaudited)




                           Three Months Ended
                   December 31,



                                         2019       2018                                   % Inc /                      Volume  Price            Foreign
                                                                              (Dec)                               / Mix                 Exchange




     Knees                            $760.6     $729.5                                       4.3                          7.8   (2.9)
                                                                                               %                           %                         %
                                                                                                                                  %              (0.6)



     Hips                              511.3      497.7                                       2.7                          6.4   (3.2)              (0.5)



     S.E.T                             473.7      461.1                                       2.8                          4.9   (1.8)              (0.3)



     Spine & CMF                       197.3      197.7                                     (0.3)                         2.9   (2.7)              (0.5)



     Dental                            108.8      104.4                                       4.3                          5.0                      (0.7)



     Other                              74.0       80.6                                     (8.2)                       (4.6)  (3.1)              (0.5)



     Total                          $2,125.7   $2,071.0                                       2.6                          5.8   (2.6)
                                                                                               %                           %                         %
                                                                                                                                  %              (0.6)


                                                  
         
                 ZIMMER BIOMET HOLDINGS, INC.


                                                     
         
                 NET SALES BY GEOGRAPHY


                                           
           
            FOR THE YEARS ENDED DECEMBER 31,  2019 and 2018


                                                    
         
                 (in millions, unaudited)




                               Years Ended
                   December 31,



                                      2019       2018                                 % Inc /                     Volume  Price            Foreign
                                                                         (Dec)                              / Mix                 Exchange




     Americas                    $4,875.8   $4,837.2                                     0.8                         4.0   (3.0)
                                                                                          %                          %                         %
                                                                                                                            %              (0.2)



     EMEA                         1,746.9    1,801.9                                   (3.1)                        4.3   (2.1)              (5.3)



     Asia Pacific                 1,359.5    1,293.8                                     5.1                         9.1   (2.2)              (1.8)



     Total                       $7,982.2   $7,932.9                                     0.6                         4.9   (2.7)
                                                                                          %                          %                         %
                                                                                                                            %              (1.6)









                                                  
         
                 ZIMMER BIOMET HOLDINGS, INC.


                                                 
         
                 NET SALES BY PRODUCT CATEGORY


                                           
           
            FOR THE YEARS ENDED DECEMBER 31,  2019 and 2018


                                                    
         
                 (in millions, unaudited)




                               Years Ended
                   December 31,



                                      2019       2018                                 % Inc /                     Volume  Price            Foreign
                                                                         (Dec)                              / Mix                 Exchange




     Knees                       $2,810.1   $2,773.7                                     1.3                         6.2   (3.0)
                                                                                          %                          %                         %
                                                                                                                            %              (1.9)



     Hips                         1,935.1    1,921.4                                     0.7                         5.5   (3.0)              (1.8)



     S.E.T                        1,795.7    1,751.8                                     2.5                         5.4   (1.6)              (1.3)



     Spine & CMF                    747.3      763.9                                   (2.2)                        1.4   (2.6)              (1.0)



     Dental                         414.0      411.2                                     0.7                         3.2   (0.9)              (1.6)



     Other                          280.0      310.9                                   (9.9)                      (2.1)  (6.5)              (1.3)



     Total                       $7,982.2   $7,932.9                                     0.6                         4.9   (2.7)
                                                                                          %                          %                         %
                                                                                                                            %              (1.6)


       
              
                ZIMMER BIOMET HOLDINGS, INC.


     
     
                RECONCILIATION OF REPORTED NET SALES % CHANGE TO


        
              
                CONSTANT CURRENCY % CHANGE


               
              
                (unaudited)






                                                                         For the Three Months Ended


                                                                     
     
          December 31, 2019



                                                                                                    Foreign       Constant


                                                                                                    Exchange      Currency


                                                                         % Change                    Impact       % Change



     
     
                Geographic Results


     
     Americas                                                               2.3                       (0.1) 2.4
                                                                                %                          %   %


     
     EMEA                                                                 (1.1)                      (2.5)           1.4


     
     Asia Pacific                                                           9.2                         0.6            8.6


     
     
                Total                                                     2.6                       (0.6) 3.2
                                                                                %                          %   %


     
     
                Product Categories


     
     
                Knees


     
     Americas                                                               4.8                       (0.1) 4.9
                                                                                %                          %   %


     
     EMEA                                                                   0.8                       (2.6)           3.4


     
     Asia Pacific                                                           7.3                       (0.2)           7.5


     
     Total                                                                  4.3                       (0.6)           4.9


     
     
                Hips


     
     Americas                                                               3.3                                       3.3


     
     EMEA                                                                 (3.2)                      (2.3)         (0.9)


     
     Asia Pacific                                                           9.3                         1.1            8.2


     
     Total                                                                  2.7                       (0.5)           3.2


     
     
                S.E.T                                                     2.8                       (0.3)           3.1


     
     
                Spine & CMF                                             (0.3)                      (0.5)           0.2


     
     
                Dental                                                    4.3                       (0.7)           5.0


     
     
                Other                                                   (8.2)                      (0.5)         (7.7)


     
     
                Total                                                     2.6                       (0.6) 3.2
                                                                                %                          %   %


       
              
                ZIMMER BIOMET HOLDINGS, INC.


     
     
                RECONCILIATION OF REPORTED NET SALES % CHANGE TO


        
              
                CONSTANT CURRENCY % CHANGE


               
              
                (unaudited)






                                                                     
     
          For the Year Ended


                                                                     
     
          December 31, 2019



                                                                                                 Foreign       Constant


                                                                                                 Exchange      Currency


                                                                         % Change                 Impact       % Change



     
     
                Geographic Results


     
     Americas                                                               0.8                    (0.2) 1.0
                                                                                %                       %   %


     
     EMEA                                                                 (3.1)                   (5.3)           2.2


     
     Asia Pacific                                                           5.1                    (1.8)           6.9


     
     
                Total                                                     0.6                    (1.6) 2.2
                                                                                %                       %   %


     
     
                Product Categories


     
     
                Knees


     
     Americas                                                               2.1                    (0.1) 2.2
                                                                                %                       %   %


     
     EMEA                                                                 (2.7)                   (5.5)           2.8


     
     Asia Pacific                                                           4.5                    (2.6)           7.1


     
     Total                                                                  1.3                    (1.9)           3.2


     
     
                Hips


     
     Americas                                                               2.0                    (0.2)           2.2


     
     EMEA                                                                 (3.9)                   (5.2)           1.3


     
     Asia Pacific                                                           3.4                    (1.4)           4.8


     
     Total                                                                  0.7                    (1.8)           2.5


     
     
                S.E.T                                                     2.5                    (1.3)           3.8


     
     
                Spine & CMF                                             (2.2)                   (1.0)         (1.2)


     
     
                Dental                                                    0.7                    (1.6)           2.3


     
     
                Other                                                   (9.9)                   (1.3)         (8.6)


     
     
                Total                                                     0.6                    (1.6) 2.2
                                                                                %                       %   %


                                                                                                                                      
             
                ZIMMER BIOMET HOLDINGS, INC.


                                                                                                                                
           
               RECONCILIATION OF REPORTED TO ADJUSTED RESULTS


                                                                                                                            
           
                FOR THE THREE MONTHS ENDED DECEMBER 31, 2019 and 2018


                                                                                                                              
           
               (in millions, except per share amounts, unaudited)






                                                                                                                               
           
                FOR THE THREE MONTHS ENDED DECEMBER 31, 2019

                                                                                                                                                            ---

                                            
       
              Cost of  
       
                Intangible   
     
               Research          
             
                Selling,                 
              
               Quality                   Restructuring                   Acquisition,                (Benefit)        
       
             Net                 Diluted
                                                products                    asset                       and                                general and                                       remediation                 and other                      integration                  provision                     Earnings              earnings
                                                  sold,                  amortization               development                           administrative                                                                   cost                         and related                     for                       (Loss) of                per
                                                excluding                                                                                                                                                                reduction                                                     income                       Zimmer                common
                                               intangible                                                                                                                                                               initiatives                                                    taxes                        Biomet                share
                                                  asset                                                                                                                                                                                                                                                           Holdings,
                                              amortization                                                                                                                                                                                                                                                           Inc.




              
                As Reported                      $582.2                        $147.4                    $121.1                                     $882.2                                          $19.3                           $33.0                           $3.7                    $(32.2)                   $320.7                    $1.54



              Inventory and                                  (6.2)                                                                                                                                                                                                                                  3.5                       2.7                     0.01
    manufacturing-related
    charges(1)



              Intangible asset                                                          (147.4)                                                                                                                                                                                                    31.2                     116.2                     0.56
    amortization(2)



              Quality remediation(4)                         (3.7)                                                                                                                                        (19.3)                                                                                    5.4                      17.6                     0.08



              Restructuring and other cost                       -                                                                                                                                                                       (33.0)                                                     1.6                      31.4                     0.16
    reduction initiatives(5)



              Acquisition, integration and                                                                                                                                                                                                                               (3.7)                      3.9                     (0.2)
    related(6)



              Litigation(7)                                                                                                                                 (17.0)                                                                                                                                  3.1                      13.9                     0.07



              European Union Medical                                                                              (12.8)                                                                                                                                                                           13.7                     (0.9)
    Device Regulation(9)



              Other charges(10)                                                                                    (1.5)                                    (35.9)                                                                                                                                  8.4                      29.0                     0.14



              Switzerland tax reform(12)                                                                                                                                                                                                                                                           51.2                    (51.2)                  (0.25)



              Other certain tax                                                                                                                                                                                                                                                                     1.1                     (1.1)                  (0.01)
    adjustments(13)



              
                As Adjusted                      $572.3   
          $                  -                   $106.8                                     $829.3                   
              $               -  
           $                   -   
             $               -                     $90.9                    $478.1                    $2.30


                                                                                                                                     
             
       FOR THE THREE MONTHS ENDED DECEMBER 31, 2018

                                                                                                                                                           ---

                                        
      
               Cost of                 Intangible  
       
                Selling,                   Goodwill     
              
                Quality             
       
                Restructuring                   Acquisition,       
      
             Other                   (Benefit)        
       
             Net                  Diluted
                                            products                 asset                    general and                  impairment                          remediation                             and other                      integration                       income                 provision                     Earnings               earnings
                                             sold,                amortization               administrative                                                                                               cost                        and related                     (expense),                  for                       (Loss) of                 per
                                           excluding                                                                                                                                                   reduction                                                          net                    income                       Zimmer                 common
                                           intangible                                                                                                                                                 initiatives                                                                                taxes                        Biomet                 share
                                             asset                                                                                                                                                                                                                                                                          Holdings,
                                          amortization                                                                                                                                                                                                                                                                         Inc.



                            As Reported                  $583.4                     $148.0                        $998.6                    $975.9                                 $34.6                                       $9.5                           $10.3                     $(6.9)                      $36.6                  $(901.1)                  $(4.42)



              Inventory and                              (7.8)                                                                                                                                                                                                                                                5.1                       2.7                      0.01
    manufacturing-
    related charges(1)



              Intangible asset                                                   (148.0)                                                                                                                                                                                                                     18.1                     129.9                      0.64
    amortization(2)



              Goodwill                                                                                                                 (975.9)                                                                                                                                                                                       975.9                      4.78
    impairment(3)



              Quality                                    (5.0)                                                                                                               (34.6)                                                                                                                          10.3                      29.3                      0.15
    remediation(4)



              Restructuring and                                                                                                                                                                                         (9.5)                                                                                 2.2                       7.3                      0.04
    other cost reduction
    initiatives(5)



              Acquisition,                                                                                                                                                                                                                            (10.3)                                                  1.6                       8.7                      0.04
    integration and
    related(6)



              Litigation(7)                                                                                   (170.5)                                                                                                                                                                                        50.0                     120.5                      0.59



              European Union                                                                                    (2.1)                                                                                                                                                                                         0.3                       1.8                      0.01
    Medical Device
    Regulation(9)



              Other charges(10)                                                                                (32.8)                                                                                                                                                              3.9                         2.5                      34.2                      0.17



              U.S. tax reform(11)                                                                                                                                                                                                                                                                           (8.3)                      8.3                      0.04



              Other certain tax                                                                                                                                                                                                                                                                            (30.4)                     30.4                      0.15
    adjustments(13)



              Effect of dilutive                                                                                                                                                                                                                                                                                                                             (0.02)
    shares assuming net
    earnings(14)


                            As Adjusted                  $570.6 
          $                 -                       $793.2  
           $              -        
              $                -            
            $                   -    
            $                -                    $(3.0)                      $88.0                    $447.9                     $2.18


                                                                                                                                                             
              
                ZIMMER BIOMET HOLDINGS, INC.


                                                                                                                                                      
            
                RECONCILIATION OF REPORTED TO ADJUSTED RESULTS


                                                                                                                                                     
            
                 FOR THE YEARS ENDED DECEMBER 31, 2019 and 2018


                                                                                                                                                    
            
                (in millions, except per share amounts, unaudited)




                                                                                                                                                        
            
                 FOR THE YEAR ENDED DECEMBER 31, 2019

                                                                                                                                                                                   ---

                                        
       
              Cost of                 Intangible  
      
              Research    
       
                Selling,                        Intangible               
              
                Quality                    Restructuring                    Acquisition,                 (Benefit)         
        
                Net Loss            
      
              Net                   Diluted
                                            products                 asset                       and                    general and                          asset                                        remediation                   and other                       integration                   provision                     attributable to                       Earnings                 earnings
                                              sold,               amortization               development               administrative                      impairment                                                                     cost                          and related                      for                         noncontrolling                          of                      per
                                            excluding                                                                                                                                                                                   reduction                                                       income                          interest                           Zimmer                   common
                                           intangible                                                                                                                                                                                  initiatives                                                      taxes                                                              Biomet                   share
                                              asset                                                                                                                                                                                                                                                                                                                       Holdings,
                                          amortization                                                                                                                                                                                                                                                                                                                      Inc.



                            As Reported                $2,252.6                     $584.3                    $449.3                       $3,343.8                            $70.1                                           $82.4                            $50.0                           $12.2                    $(225.7)                                $(0.1)                   $1,131.6                     $5.47



              Inventory and                             (53.9)                                                                                                                                                                                                                                                      23.3                                                              30.6                      0.15
    manufacturing
    -related
    charges(1)



              Intangible                                                         (584.3)                                                                                                                                                                                                                           116.2                                                             468.1                      2.26
    asset
    amortization(2)



              Intangible                                                                                                                                                 (70.1)                                                                                                                                      5.5                                                              64.6                      0.31
    asset
    impairment(3)



              Quality                                    (5.2)                                                                                                                                                          (82.4)                                                                                      20.3                                                              67.3                      0.33
    remediation(4)



              Restructuring                                                                                                                                                                                                                             (50.0)                                                       5.6                                                              44.4                      0.22
    and other cost
    reduction
    initiatives(5)



              Acquisition,                                                                                                                                                                                                                                                              (12.2)                       6.3                                                               5.9                      0.03
    integration and
    related(6)



              Litigation(7)                                                                                                              (65.0)                                                                                                                                                                     11.0                                                              54.0                      0.26



              Litigation                                                                                                                   23.5                                                                                                                                                                     (5.2)                                                           (18.3)                   (0.09)
    settlement
    gain(8)



              European                                                                                     (30.9)                                                                                                                                                                                                   16.9                                                              14.0                      0.07
    Union Medical
    Device
    Regulation(9)



              Other                                                                                         (5.8)                       (114.7)                                                                                                                                                                     26.3                                    1.3                        92.9                      0.45
    charges(10)



              Switzerland                                                                                                                                                                                                                                                                                          315.0                                                           (315.0)                   (1.52)
    tax reform(12)



              Other certain                                                                                                                                                                                                                                                                                         13.7                                                            (13.7)                   (0.07)
    tax
    adjustments(13)


                            As Adjusted                $2,193.5 
          $                 -                   $412.6                       $3,187.6       
            $               -                  
              $                -   
           $                   -    
             $               -                     $329.2                                   $1.2                    $1,626.4                     $7.87


                                                                                                                                      
              
       FOR THE YEAR ENDED DECEMBER 31, 2018

                                                                                                                                                         ---

                                        
      
               Cost of                 Intangible  
       
                Selling,                  Goodwill     
              
                Quality        
       
                Restructuring                   Acquisition,                Other               Provision        
       
             Net                  Diluted
                                            products                 asset                    general and                     and                             remediation                        and other                      integration                   expense,               for                       Earnings               earnings
                                             sold,                amortization               administrative                intangible                                                               cost                        and related                      net                income                        of                     per
                                           excluding                                                                         asset                                                               reduction                                                                          taxes                       Zimmer                 common
                                           intangible                                                                      impairment                                                           initiatives                                                                                                     Biomet                  share
                                             asset                                                                                                                                                                                                                                                            Holdings,
                                          amortization                                                                                                                                                                                                                                                           Inc.




              
                As Reported                $2,271.9                     $595.9                      $3,379.3                   $979.7                                $146.9                                 $34.2                           $99.5               $(15.6)                  $108.2                  $(379.2)                  $(1.86)



              Inventory and                             (32.5)                                                                                                                                                                                                                                 15.1                      17.4                      0.08
    manufacturing-related
    charges(1)



              Intangible asset                                                   (595.9)                                                                                                                                                                                                       98.2                     497.7                      2.45
    amortization(2)



              Goodwill and                                                                                                            (979.7)                                                                                                                                                   0.9                     978.8                      4.81
    intangible asset
    impairment(3)



              Quality remediation(4)                    (18.5)                                                                                                             (146.9)                                                                                                             35.1                     130.3                      0.64



              Restructuring and                                                                                                                                                                                  (34.2)                                                                         7.9                      26.3                      0.13
    other cost reduction
    initiatives(5)



              Acquisition,                                                                                                                                                                                                                      (99.5)                                         20.1                      79.4                      0.39
    integration and
    related(6)



              Litigation(7)                                                                                   (186.0)                                                                                                                                                                          44.8                     141.2                      0.69



              European Union                                                                                    (3.7)                                                                                                                                                                           0.5                       3.2                      0.02
    Medical Device
    Regulation(9)



              Other charges(10)                                                                                (79.6)                                                                                                                                                   3.2                     17.0                      65.8                      0.32



              U.S. tax reform(11)                                                                                                                                                                                                                                                             (8.3)                      8.3                      0.04



              Other certain tax                                                                                                                                                                                                                                                                 3.8                     (3.8)                   (0.02)
    adjustments(13)



              Effect of dilutive                                                                                                                                                                                                                                                                                                               (0.05)
    shares assuming net
    earnings(14)




              
                As Adjusted                $2,220.9 
          $                 -                     $3,110.0  
           $             -        
              $                -       
            $                   -    
            $                -              $(12.4)                  $343.3                  $1,565.4                     $7.64



     
      
      (1) In the 2019
                 periods, inventory
                 and manufacturing-
                 related charges
                 include a $20.8
                 million charge
                 incurred to
                 terminate a raw
                 material supply
                 agreement
                 recognized in the
                 second quarter,
                 excess and
                 obsolete inventory
                 charges on certain
                 product lines we
                 intend to
                 discontinue and
                 other inventory
                 and manufacturing-
                 related charges.
                 The 2018 charges
                 primarily relate
                 to the excess and
                 obsolete inventory
                 charges on certain
                 product lines we
                 intend to
                 discontinue and
                 other inventory
                 and manufacturing-
                 related charges.
                 The excess and
                 obsolete inventory
                 charges on certain
                 product lines are
                 driven by
                 acquisitions where
                 there are
                 competing product
                 lines and we have
                 plans to
                 discontinue one of
                 the competing
                 product lines.




     
      
      (2) We exclude
                 intangible asset
                 amortization from
                 our non-GAAP
                 financial measures
                 because we
                 internally assess
                 our performance
                 against our peers
                 without this
                 amortization.  Due
                 to various levels
                 of acquisitions
                 among our peers,
                 intangible asset
                 amortization can
                 vary significantly
                 from company to
                 company.




     
      
      (3) In the second
                 quarter of 2019
                 and third quarter
                 of 2018, we
                 recognized $70.1
                 million and $3.8
                 million,
                 respectively, of
                 in-process
                 research and
                 development
                 ("IPR&D")
                 intangible asset
                 impairment due to
                 the termination of
                 certain IPR&D
                 projects.  In the
                 fourth quarter of
                 2018, we
                 recognized a
                 goodwill
                 impairment charge
                 of $975.9 million.
                  The impairment
                  was comprised of
                 $401.2 million in
                 our Spine less
                 Asia Pacific
                 reporting unit,
                 $567.0 million in
                 our EMEA reporting
                 unit and $7.7
                 million from an
                 insignificant
                 reporting unit.




     
      
      (4) We are addressing
                 inspectional
                 observations on
                 Form 483 and a
                 Warning Letter
                 issued by the U.S.
                 Food and Drug
                 Administration
                 ("FDA") following
                 its previous
                 inspections of our
                 Warsaw North
                 Campus facility,
                 among other
                 matters.  This
                 quality
                 remediation has
                 required us to
                 devote significant
                 financial
                 resources and is
                 for a discrete
                 period of time.
                 The majority of
                 the expenses are
                 related to
                 consultants who
                 are helping us to
                 update previous
                 documents and
                 redesign certain
                 processes.




     
      
      (5) In December 2019,
                 our Board of
                 Directors
                 approved, and we
                 initiated, a new
                 global
                 restructuring
                 program that
                 includes a
                 reorganization of
                 key businesses and
                 an overall effort
                 to reduce costs in
                 order to
                 accelerate
                 decision-making
                 and focus the
                 organization on
                 priorities to
                 drive growth.  We
                 have reclassified
                 $9.5 million and
                 $34.2 million in
                 the three-month
                 period and year
                 ended December 31,
                 2018,
                 respectively, from
                 Acquisition,
                 integration and
                 related to
                 Restructuring and
                 other cost
                 reduction
                 initiatives which
                 is primarily
                 attributed to
                 project costs
                 related to our
                 supply chain
                 optimization
                 initiative.




     
      
      (6) The acquisition,
                 integration and
                 related gains and
                 expenses we have
                 excluded from our
                 non-GAAP
                 financial measures
                 resulted from our
                 merger with Biomet
                 in 2015 and other
                 various
                 acquisitions.  The
                 acquisition,
                 integration and
                 related gains and
                 expenses include
                 the following
                 types of gains and
                 expenses:


                --                   Consulting and professional fees
                                     related to third-party integration
                                     consulting performed in a variety of
                                     areas, such as 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.


                --                   Other various expenses to relocate
                                     facilities, integrate information
                                     technology, losses incurred on assets
                                     resulting from the applicable
                                     acquisition, and other various
                                     expenses.




     
      
      (7) We are involved in
                 routine patent
                 litigation,
                 product liability
                 litigation,
                 commercial
                 litigation and
                 other various
                 litigation
                 matters.  We
                 review litigation
                 matters from both
                 a qualitative and
                 quantitative
                 perspective to
                 determine if
                 excluding the
                 losses or gains
                 will provide our
                 investors with
                 useful incremental
                 information.
                 Litigation matters
                 can vary in their
                 characteristics,
                 frequency and
                 significance to
                 our operating
                 results.  The
                 litigation charges
                 and gains excluded
                 from our non-GAAP
                 financial measures
                 in the periods
                 presented relate
                 to product
                 liability matters
                 where we have
                 received numerous
                 claims on specific
                 products, patent
                 litigation and
                 commercial
                 litigation related
                 to a common matter
                 in multiple
                 jurisdictions.  In
                 regards to the
                 product liability
                 matters, due to
                 the complexities
                 involved and
                 claims filed in
                 multiple
                 districts, the
                 expenses
                 associated with
                 these matters are
                 significant to our
                 operating results.
                  Once the
                  litigation matter
                 has been excluded
                 from our non-GAAP
                 financial measures
                 in a particular
                 period, any
                 additional
                 expenses or gains
                 from changes in
                 estimates are also
                 excluded, even if
                 they are not
                 significant, to
                 ensure consistency
                 in our non-GAAP
                 financial measures
                 from period-to-
                 period.




     
      
      (8) In the first
                 quarter of 2019,
                 we settled a
                 patent
                 infringement
                 lawsuit out of
                 court, and the
                 other party agreed
                 to pay us an
                 upfront, lump-sum
                 amount for a non-
                 exclusive license
                 to the patent.




     
      
      (9) The European Union
                 Medical Device
                 Regulation imposes
                 significant
                 additional
                 premarket and
                 postmarket
                 requirements.  The
                 new regulations
                 provide a
                 transition period
                 until May 2020 for
                 currently-
                 approved medical
                 devices to meet
                 the additional
                 requirements.  For
                 certain devices,
                 this transition
                 period can be
                 extended until May
                 2024.  We are
                 excluding from our
                 non-GAAP
                 financial measures
                 the incremental
                 costs incurred to
                 establish initial
                 compliance with
                 the regulations
                 related to our
                 currently-
                 approved medical
                 devices.  The
                 incremental costs
                 primarily include
                 third-party
                 consulting
                 necessary to
                 supplement our
                 internal
                 resources.





      
      (10) We have incurred
                 other various
                 expenses from
                 specific events or
                 projects that we
                 consider highly
                 variable or that
                 have a significant
                 impact to our
                 operating results
                 that we have
                 excluded from our
                 non-GAAP
                 measures.  These
                 include costs
                 related to legal
                 entity,
                 distribution and
                 manufacturing
                 optimization,
                 including contract
                 terminations, as
                 well as our costs
                 of complying with
                 our Deferred
                 Prosecution
                 Agreement ("DPA")
                 with the U.S.
                 government related
                 to certain Foreign
                 Corrupt Practices
                 Act matters
                 involving Biomet
                 and certain of its
                 subsidiaries.
                 Under the DPA,
                 which has a three-
                 year term, we are
                 subject to
                 oversight by an
                 independent
                 compliance
                 monitor, which
                 monitorship
                 commenced in
                 August 2017.  The
                 excluded costs
                 include the fees
                 paid to the
                 independent
                 compliance monitor
                 and to external
                 legal counsel
                 assisting in the
                 matter.  The
                 primary costs in
                 the 2019 periods
                 were related to
                 the DPA and
                 distributor
                 contract
                 terminations.





      
      (11) In 2018, we
                 finalized our
                 estimates of the
                 effects of the Tax
                 Cuts and Jobs Act
                 of 2017 (the "2017
                 Tax Act") based
                 upon final
                 guidance issued by
                 U.S. tax
                 authorities.





      
      (12) Switzerland enacted
                 the Federal Act on
                 Tax Reform and AHV
                 Financing ("TRAF")
                 effective January
                 1, 2020.  The
                 federal provisions
                 of the TRAF were
                 enacted in the
                 third quarter of
                 2019 and the
                 cantonal
                 provisions of the
                 TRAF were enacted
                 in the fourth
                 quarter of 2019.
                 In the third
                 quarter of 2019,
                 we recognized a
                 $263.8 million
                 provisional net
                 tax benefit
                 related to the
                 federal components
                 of the TRAF.  In
                 the fourth quarter
                 of 2019, we
                 recognized an
                 additional $51.2
                 million net tax
                 benefit related to
                 the federal and
                 cantonal
                 components of the
                 TRAF in addition
                 to the tax impact
                 of certain
                 restructuring
                 transactions in
                 Switzerland.





      
      (13) Other certain tax
                 adjustments relate
                 to various
                 discrete tax
                 period
                 adjustments,
                 including changes
                 in tax rates on
                 deferred tax
                 liabilities
                 recorded on
                 intangible assets
                 recognized in
                 acquisition-
                 related accounting
                 and adjustments
                 from internal
                 restructuring
                 transactions that
                 provide us access
                 to offshore funds
                 in a tax efficient
                 manner.





      
      (14) Diluted share count
                 used in Adjusted
                 Diluted EPS (in
                 millions):


                               Three Months Ended     Year Ended


                               December 31, 2018  December 31, 2018






     Diluted shares                        204.0              203.5


      Dilutive shares assuming
       net earnings                           1.4                1.5


      Adjusted diluted shares               205.4              205.0


                                                        
          
                 ZIMMER BIOMET HOLDINGS, INC.


                                                  
          
             RECONCILIATION OF NET CASH PROVIDED BY OPERATING


                                                        
          
                 ACTIVITIES TO FREE CASH FLOW


                                           
            
          FOR THE THREE MONTHS AND YEARS ENDED DECEMBER 31, 2019 and 2018


                                                      
          
                 (in millions, unaudited)






                                                                       
              
                Three Months Ended                         Years Ended December 31,
                                                                               December 31,

                                                                                                                                      ---

                                                                                        2019                             2018      2019                                  2018

                                                                                                                                                                       ---


              Net cash provided by operating                                         $423.3                           $379.5  $1,585.8                              $1,747.4
    activities



              Additions to instruments                                               (76.4)                          (72.6)  (315.9)                              (276.3)



              Additions to other property, plant                                     (51.8)                          (47.5)  (207.1)                              (162.7)


              and equipment



              Free cash flow                                                         $295.1                           $259.4  $1,062.8                              $1,308.4


                                                     
             
                 ZIMMER BIOMET HOLDINGS, INC.


                                               
       
               RECONCILIATION OF GROSS PROFIT & MARGIN TO ADJUSTED GROSS


                                                           
              
                 PROFIT & MARGIN


                                             
       
              FOR THE THREE MONTHS AND YEARS ENDED DECEMBER 31, 2019 and 2018


                                                   
            
                 (in millions, unaudited)






                                                   
            
                Three Months Ended                                 
              
              Years Ended
                                                          December 31,                                                       December 31,



                                                                 2019                                2018                                    2019                       2018




              Net Sales                                     $2,125.7                            $2,071.0                                $7,982.2                   $7,932.9



              Cost of products sold,                           582.2                               583.4                                 2,252.6                    2,271.9
    excluding intangible asset
    amortization



              Intangible asset amortization                    147.4                               148.0                                   584.3                      595.9




              Gross Profit                                  $1,396.1                            $1,339.6                                $5,145.3                   $5,065.1





              Inventory and manufacturing-                       6.2                                 7.8                                    53.9                       32.5
    related charges



              Quality remediation                                3.7                                 5.0                                     5.2                       18.5



              Intangible asset amortization                    147.4                               148.0                                   584.3                      595.9




              Adjusted gross profit                         $1,553.4                            $1,500.4                                $5,788.7                   $5,712.0








              Gross margin                            65.7
            %                     64.7
            %                         64.5
            %               63.9
         %



              Inventory and manufacturing-                       0.3                                 0.4                                     0.7                        0.4
    related charges



              Quality remediation                                0.2                                 0.2                                                               0.2



              Intangible asset amortization                      6.9                                 7.1                                     7.3                        7.5



              Adjusted gross margin                   73.1
            %                     72.4
            %                         72.5
            %               72.0
         %


                                                          
              
                 ZIMMER BIOMET HOLDINGS, INC.


                                              
     
        RECONCILIATION OF OPERATING PROFIT (LOSS) & MARGIN TO ADJUSTED OPERATING PROFIT & MARGIN


                                                  
     
                 FOR THE THREE MONTHS AND YEARS ENDED DECEMBER 31, 2019 and 2018


                                                            
              
                 (in millions, unaudited)






                                                     
              
                Three Months Ended                                         
              
                Years Ended
                                                               December 31,                                                               December 31,



                                                                      2019                                2018                                             2019                       2018




              Operating profit (loss)                              $336.8                            $(790.5)                                        $1,137.5                      $33.8



              Inventory and manufacturing-                            6.2                                 7.8                                             53.9                       32.5
    related charges



              Intangible asset amortization                         147.4                               148.0                                            584.3                      595.9



              Goodwill and intangible asset                                                            975.9                                             70.1                      979.7
    impairment



              Quality remediation                                    23.0                                39.6                                             87.6                      165.4



              Restructuring and other cost                           33.0                                 9.5                                             50.0                       34.2
    reduction initiatives



              Acquisition, integration and                            3.7                                10.3                                             12.2                       99.5
    related



              Litigation                                             17.0                               170.5                                             65.0                      186.0



              Litigation settlement gain                                                                                                              (23.5)



              European Union Medical                                 12.8                                 2.1                                             30.9                        3.7
    Device Regulation



              Other charges                                          37.4                                32.8                                            120.5                       79.6



              Adjusted operating profit                            $617.3                              $606.0                                         $2,188.5                   $2,210.3








              Operating profit (loss) margin               15.8
            %                   (38.2)
            %                                  14.2
            %                0.4
         %



              Inventory and manufacturing-                            0.3                                 0.4                                              0.7                        0.4
    related charges



              Intangible asset amortization                           6.9                                 7.1                                              7.3                        7.5



              Goodwill and intangible asset                                                             47.1                                              0.9                       12.4
    impairment



              Quality remediation                                     1.1                                 1.9                                              1.1                        2.1



              Restructuring and other cost                            1.6                                 0.5                                              0.6                        0.4
    reduction initiatives



              Acquisition, integration and                            0.2                                 0.5                                              0.2                        1.3
    related



              Litigation                                              0.8                                 8.2                                              0.8                        2.3



              Litigation settlement gain                                                                                                               (0.3)



              European Union Medical                                  0.6                                 0.1                                              0.4
    Device Regulation



              Other charges                                           1.7                                 1.7                                              1.5                        1.1



              Adjusted operating profit                    29.0
            %                     29.3
            %                                  27.4
            %               27.9
         %
    margin


                                                       
              
                 ZIMMER BIOMET HOLDINGS, INC.


                                   
              
                 RECONCILIATION OF EFFECTIVE TAX RATE TO ADJUSTED EFFECTIVE TAX RATE


                                     
              
                 FOR THE THREE MONTHS AND YEARS ENDED DECEMBER 31, 2019 and 2018


                                                               
              
                 (unaudited)






                                                                                                    Three Months Ended                                                   Years Ended
                                                                                December 31,                                 December 31,



                                                                                2019                      2018                               2019                     2018




              Effective tax rate                                             (11.1)                    (4.2)                            (24.9)                  (39.9)
                                                                                   %                        %                                 %                       %



              Tax effect of adjustments                                         9.0                      16.2                                5.4                     56.2
    made to earnings (loss) before
    taxes(1)



              Switzerland tax reform                                           17.7                                                        34.8



              U.S. tax reform                                                                            1.0                                                        3.1



              Other certain tax adjustments                                     0.4                       3.5                                1.5                    (1.4)



              Adjusted effective tax rate                                      16.0                      16.5                               16.8                     18.0
                                                                                   %                        %                                 %                       %





                            (1)Includes inventory and manufacturing-related charges; intangible asset amortization; goodwill and intangible asset impairment; quality remediation; restructuring and other cost
                             reduction initiatives; acquisition, integration and related; litigation; litigation settlement gain; European Union Medical Device Regulation; and other charges


                     
          
          ZIMMER BIOMET HOLDINGS, INC.


                  
          
          RECONCILIATION OF DEBT TO NET DEBT


                   
          
          AS OF DECEMBER 31, 2019 and 2018


                       
          
          (in millions, unaudited)






                                December 31, 2019                  December 31, 2018

                                                                                 ---

      Debt,
      both
      current
      and
      long-
      term                               $8,221.4                            $8,938.7


     Cash
      and
      cash
      equivalents                         (617.9)                            (542.8)



     Net
      debt                               $7,603.5                            $8,395.9

                                                                                 ===

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SOURCE Zimmer Biomet Holdings, Inc.