SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported): April 26, 2004
ZIMMER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
Delaware
(State or other
jurisdiction of
incorporation) | | 001-16407
(Commission
File Number) | | 13-4151777
(IRS Employer
Identification No.) |
345 East Main Street, Warsaw, Indiana 46580
(Address of principal executive offices)
Registrant’s telephone number, including area code: 574/267-6131
Former name or former address, if changed since last report: N/A
TABLE OF CONTENTS
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99(a) Press Release, dated April 26, 2004, issued by the Registrant
ITEM 12. Results of Operations and Financial Condition
On April 26, 2004, Zimmer Holdings, Inc. (the “Registrant”) reported its results of operations for the quarter ended March 31, 2004. The Registrant’s earnings release is attached as Exhibit 99(a) and the information set forth therein is incorporated herein by reference and constitutes a part of this report.
As previously announced, the Registrant acquired Centerpulse AG on October 2, 2003. The earnings release attached as Exhibit 99(a) includes comparative sales information to prior year information for the Registrant and Centerpulse on a combined basis, information reflected in its statements of earnings and guidance for diluted earnings per share on an adjusted basis excluding the impact of the following which relates to the Centerpulse acquisition: inventory step-up costs of goods sold; in-process research and development expense; acquisition and integration expense; and related income tax benefits. The press release also reports sales growth measurements on a basis that eliminates the effect of changes in foreign currency exchange rates between periods.
Management believes that the presentation of the combined and adjusted information allows investors to more easily compare the Registrant’s performance on a period to period basis. It also aids investors in understanding the operating results of the Registrant absent the specific acquisition related items detailed above as well as the effects of changes in foreign currency exchange rates between periods. However, these measures should be considered in addition to, and not as a substitute for, or superior to, other measures prepared in accordance with GAAP.
All of the non-GAAP financial measures, except as noted below and the 2005 and 2006 diluted earnings per share guidance, are reconciled to the most directly comparable GAAP financial measure in the press release. The Company’s diluted earnings per share for 2005 and 2006, as determined in accordance with GAAP, is not currently determinable because the specific items identified above which were excluded from the 2005 diluted earnings per share guidance, are not yet finalized. As a result, a reconciliation of the diluted earnings per share guidance for 2005 to GAAP diluted earnings per share for that period may not be performed without unreasonable effort.
The following is a reconciliation of combined sales growth for the three months ended March 31, 2004:
ZIMMER HOLDINGS, INC.
COMBINED* SALES GROWTH
FOR THE THREE MONTHS ENDED MARCH 31, 2004
(IN MILLIONS)
(UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | |
| | | Combined* Net Sales
| | Three Months Ended March 31, 2004
|
| | | Three Months Ended March 31, 2003
| | Reported | | Combined* |
| | | Zimmer
| | Centerpulse
| | Combined*
| | Net Sales
| | % Growth
|
Geographic Segments | | | | | | | | | | | | | | | | | | | | |
| Americas | | $ | 266 | | | $ | 95 | | | $ | 361 | | | $ | 423 | | | | 17 | % |
| Europe | | | 54 | | | | 119 | | | | 173 | | | | 215 | | | | 25 | |
| Asia Pacific | | | 70 | | | | 18 | | | | 88 | | | | 104 | | | | 19 | |
| | | |
| | | |
| | | |
| | | |
| | | | | |
| Total | | $ | 390 | | | $ | 232 | | | $ | 622 | | | $ | 742 | | | | 19 | |
| | | |
| | | |
| | | |
| | | |
| | | | | |
Product Categories | | | | | | | | | | | | | | | | | | | | |
Reconstructive | | | | | | | | | | | | | | | | | | | | |
| Americas | | $ | 209 | | | $ | 69 | | | $ | 278 | | | $ | 331 | | | | 19 | % |
| Europe | | | 48 | | | | 110 | | | | 158 | | | | 197 | | | | 25 | |
| Asia Pacific | | | 53 | | | | 17 | | | | 70 | | | | 83 | | | | 19 | |
| | | |
| | | |
| | | |
| | | |
| | | | | |
| Total | | $ | 310 | | | $ | 196 | | | $ | 506 | | | $ | 611 | | | | 21 | |
| | | |
| | | |
| | | |
| | | |
| | | | |
Hips | | | | | | | | | | | | | | | | | | | | |
| Americas | | $ | 83 | | | $ | 19 | | | $ | 102 | | | $ | 122 | | | | 19 | % |
| Europe | | | 16 | | | | 70 | | | | 86 | | | | 109 | | | | 26 | |
| Asia Pacific | | | 28 | | | | 11 | | | | 39 | | | | 45 | | | | 16 | |
| | | |
| | | |
| | | |
| | | |
| | | | | |
| Total | | $ | 127 | | | $ | 100 | | | $ | 227 | | | $ | 276 | | | | 21 | |
| | | |
| | | |
| | | |
| | | |
| | | | | |
Knees | | | | | | | | | | | | | | | | | | | | |
| Americas | | $ | 118 | | | $ | 35 | | | $ | 153 | | | $ | 183 | | | | 19 | % |
| Europe | | | 31 | | | | 32 | | | | 63 | | | | 77 | | | | 22 | |
| Asia Pacific | | | 24 | | | | 3 | | | | 27 | | | | 33 | | | | 20 | |
| | | |
| | | |
| | | |
| | | |
| | | | | |
| Total | | $ | 173 | | | $ | 70 | | | $ | 243 | | | $ | 293 | | | | 20 | |
| | | |
| | | |
| | | |
| | | |
| | | | | |
Trauma | | $ | 36 | | | $ | 3 | | | $ | 39 | | | $ | 45 | | | | 15 | % |
Spine | | | — | | | $ | 31 | | | $ | 31 | | | $ | 34 | | | | 10 | % |
Orthopaedic Surgical Products | | $ | 44 | | | $ | 2 | | | $ | 46 | | | $ | 52 | | | | 14 | % |
The Registrant is furnishing the information contained in this report, including the Exhibits, pursuant to Item 12 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC. By filing this report on Form 8-K and furnishing this information, the Registrant makes no admission as to the materiality of any information in this report, including the Exhibits.
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | |
| | ZIMMER HOLDINGS, INC.
| |
| Dated: April 26, 2004 |
| | By: | /s/ David C. Dvorak | |
| | | David C. Dvorak, Executive Vice | |
| | | President, Corporate Services and Chief Counsel | |
| |
3
