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): February 9, 2004
ZIMMER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-16407 13-4151777
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
345 East Main Street, Warsaw, Indiana 46580
(Address of principal executive offices)
Registrant's telephone number, including area code: 574/267-6131
Former name or former address, if changed since last report: N/A
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99(a) Press Release, dated February 9, 2004, issued by the Registrant
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On February 9, 2004, Zimmer Holdings, Inc. (the "Registrant") reported
its results of operations for the quarter and the year ended December 31, 2003.
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 completed its acquisitions of
Centerpulse AG and InCentive Capital AG on October 2, 2003. The earnings release
attached as Exhibit 99(a) includes comparative sales information to prior year
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; in-process research and development
write offs; acquisition and integration expenses; 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 as detailed above as well as the effects of foreign currency rate
fluctuations 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 for the 2005 and 2006
adjusted diluted earnings per share guidance, are reconciled to the most
directly comparable GAAP financial measure in the press release. The Company's
GAAP diluted earnings per share for 2005 and 2006 are not currently determinable
because acquisition and integration expenses for those periods are not yet
finalized. As a result, a reconciliation of the adjusted diluted earning per
share guidance for 2005 and 2006 to GAAP diluted earnings per share for those
periods can not be performed without unreasonable effort.
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.
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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: February 9, 2004
By: /s/ Sam R. Leno
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