8-K

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
	ITEM 12. Results of Operations and Financial Condition
SIGNATURE
Press Release

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.

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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: April 26, 2004
	By:	/s/ David C. Dvorak
		David C. Dvorak, Executive Vice
		President, Corporate Services and Chief Counsel

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EX-99.(A)

Exhibit 99(a)

Contact: Media
Brad Bishop
574-372-4291
bradley.bishop@zimmer.com Investors
Sam Leno
574-372-4790
sam.leno@zimmer.com

Zimmer Reports First Quarter 2004 Financial Results

First Quarter Highlights

• Net Sales increased 90% reported, and 19% combined* (12% constant currency*) to $742 million

• Worldwide Reconstructive Sales increased 97% reported, and 21% combined* (13% constant currency*)

• Strong profit margins achieved — 70% gross, 21% operating and 13% net reported; 75% gross, 29% operating and 19% net adjusted*

• Diluted EPS were $0.40 reported, and $0.56 adjusted*, an increase of 37% over prior year

• Operating cash flow was $194 million, and total debt reduced to $960 million, with $121 million cash on hand

• Increasing 2004 Diluted EPS guidance to a range from $1.80 to $1.84 reported and $2.20 to $2.24 adjusted*, an increase of $0.13 to $0.14 over previous guidance

(WARSAW, IN) April 26, 2004 — Zimmer Holdings, Inc. (NYSE and SWX:ZMH) today reported net sales and earnings for the quarter ended March 31, 2004. The company’s sales results and diluted earnings per share, on an adjusted* basis, exceeded current First Call consensus estimates. On April 2, the company announced that it expected to exceed previous First Call estimates.

The company’s reported results reflect its acquisition of Centerpulse AG on October 2, 2003. The company is also providing a comparison of sales to prior year on a combined* basis, which includes sales of Centerpulse in the first quarter 2003. Reported results

include acquisition and integration expenses, inventory step-up and the prior year cumulative effect of a change in accounting principle, as applicable.

“The promise of the new Zimmer continues to be realized with excellent sales and earnings generated in all geographic segments and product categories,” said Ray Elliott, Zimmer Chairman, President and CEO. “Continuing our tradition of strong cash flow, we paid down $150 million of debt in the quarter and some $400 million in our first six months combined with Centerpulse.”

During the quarter, the company continued to demonstrate its leadership in Minimally Invasive Solutions™ (MIS™) Procedures and Technologies. More than 1,100 surgeons have now been trained to perform the Zimmer MIS™ 2-Incision™ Hip procedure and the MIS™ Quad-Sparing™ (Q-S™) Total Knee Replacement procedure. Almost 200 surgeons were trained in the first quarter alone. On February 18, the FDA granted 510k clearance for the specially designed instruments used in conjunction with computer navigation software for the MIS 2-Incision Hip procedure.

“Our integration of the Centerpulse acquisition is going better than our early projections in virtually every area,” said Elliott. “We are well into the execution phase on our more than 3,100 individual milestones and the teamwork and commitment shown by our employees around the world has been tremendous. In fact, our new combined company’s adjusted EPS in 2004 is expected to be 15% accretive when compared to Zimmer’s standalone First Call consensus estimate of $1.91 at the time of the acquisition.”

Due to the acquisition of Centerpulse, net sales for geographic segments and product categories are presented in tabular format as follows for comparison of both reported and combined* results.

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First Quarter Net Sales Results

($ MM)	Reported					Combined*
	Net		%			% Growth
	Sales		Growth			Combined*			Ex FX*
Geographic Segments
Americas	$	423		59	%		17	%		16	%
Europe		215		298			25			6
Asia Pacific		104		49			19			5
Total		742		90			19			12
Product Categories
Reconstructive
Americas	$	331		58	%		19	%		18	%
Europe		197		311			25			7
Asia Pacific		83		57			19			5
Total		611		97			21			13
Hips
Americas	$	122		47	%		19	%		18	%
Europe		109		576			26			8
Asia Pacific		45		62			16			2
Total		276		118			21			12
Knees
Americas	$	183		54	%		19	%		19	%
Europe		77		151			22			5
Asia Pacific		33		39			20			6
Total		293		69			20			14
Trauma	$	45		26	%		15	%		9	%
Spine	$	34		N/A			10	%		6	%
Orthopaedic Surgical Products	$	52		18	%		14	%		10	%

Net earnings for the quarter were $97.6 million on a reported basis, and were $137.6 million adjusted*, an increase of 72% over the prior year. Diluted earnings per share for the quarter were $0.40 reported, and were $0.56 adjusted*, an increase of 37% over the prior year.

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Guidance

As a result of its strong quarter, the company announced that it is increasing its previous sales and earnings guidance for the full year 2004. Several factors have been incorporated into the company’s sales and earnings expectations. If foreign currency exchange rates remain at current levels, the favorable foreign currency effect on the first quarter sales growth will lessen throughout the balance of this year due to the weakening U.S. dollar throughout all of 2003. As the company nears completion of its non-U.S. distributor integration plans, the $50 million of expected 2004 sales dis-synergies began to materialize late in the first quarter and are expected to be fully realized in the last three quarters.

Full-year sales are projected to be in a range of $2,925 to $2,950 million, an increase of approximately $50 to $75 million over previous guidance. Reported diluted earnings per share are expected to be in the range of $1.80 to $1.84, reflecting estimated acquisition and integration expenses of $65 million and inventory step-up of $35 million, net of tax, and adjusted* diluted earnings per share are projected to be in a range of $2.20 to $2.24, an increase of $0.13 to $0.14 over previous guidance.

Second quarter 2004 sales are expected to be in a range of $725 to $730 million. Due to the strength of the first quarter, the company has decided to accelerate the restructuring of its distribution network in Europe, which will cause a sequential sales decline in the second quarter compared to the first quarter in the affected markets. Additionally, the sequential quarter lost sales effect on the company of one less billing day is expected to be $10 million and is incorporated in the forecast. Diluted earnings per share for the second quarter of 2004 are expected to be $0.40 to $0.42 on a reported basis and $0.53 to $0.55 adjusted*, excluding inventory step-up expenses and acquisition and integration expenses of $12 million and $20 million, respectively, net of tax.

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Including this most recent guidance, the company also said it was reaffirming its forecast of 2005 adjusted* diluted earnings per share growth in the range of 20 to 25%, with the potential to exceed 25% adjusted* diluted earnings per share growth in 2006.

The company will conduct its first quarter sales and earnings conference call, which will be broadcast live over the Internet, on Tuesday, April 27, 2004, at 8:00 a.m. Eastern Time. The live audio webcast of Zimmer’s conference call will be accessible through the Zimmer website at www.zimmer.com (Investor Relations section). The webcast will be archived for future replay. Individuals who wish to dial into the conference call may do so at (800) 406-1106. International callers should dial (706) 634-7075. A digital recording will be available two hours after the completion of the conference from April 27, 2004 to May 11, 2004. To access the recording, US/Canada callers should dial (800) 642-1687, or for International callers, dial (706) 645-9291, and enter the Conference ID, 6619815. A copy of this press release and any other financial and statistical information about the periods to be presented in the conference call, will be accessible through the Zimmer website at www.zimmer.com (Investor Relations section).

About the Company
Founded in 1927 and headquartered in Warsaw, Indiana, Zimmer is the worldwide #1 pure-play orthopaedic leader in the design, development, manufacture and marketing of reconstructive and spinal implants, trauma and related orthopaedic surgical products. In October, 2003, the company finalized its acquisition of Centerpulse AG, a Switzerland-based orthopaedics company and the leader in the European reconstructive market. The new Zimmer has operations in more than 24 countries around the world and sells products in more than 80 countries. As a result of the acquisition of Centerpulse, reported 2003 sales were $1.9 billion. Full-year 2003 pro forma worldwide sales of Zimmer and Centerpulse were approximately $2.6 billion. The new Zimmer is supported by the efforts of more than 6,500 employees.

###
Visit Zimmer on the worldwide web at www.zimmer.com

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*Note on Non-GAAP Financial Measures

As used in this press release, the term “combined” sales includes Centerpulse for the first quarter of 2003 in order to provide more meaningful year-to-year comparisons. The terms “Ex FX” and “constant currency” as used herein refer to sales growth measurements computed by eliminating the effect of changes in foreign currency exchange rates between periods. The term “adjusted” refers to operating performance measures that exclude acquisition and integration expenses, in-process research and development write-offs, inventory step-up and the cumulative effect of the change in accounting principle for instruments. Reconciliations of non-GAAP measures to the most directly comparable GAAP measure are included in this press release.

Zimmer Safe Harbor Statement
This press release contains forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 based on current expectations, estimates, forecasts and projections about the orthopaedics industry, management’s beliefs and assumptions made by management. Forward-looking statements may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “targets,” “forecasts,” and “seeks” or the negative of such terms or other variations on such terms or comparable terminology. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially. These risks and uncertainties include, but are not limited to, our ability to successfully integrate Centerpulse AG, the outcome of the pending informal SEC investigation of Centerpulse accounting, price and product competition, rapid technological development, demographic changes, dependence on new product development, the mix of our products and services, supply and prices of raw materials and products, customer demand for our products and services, control of costs and expenses, our ability to form and implement alliances, international growth, U.S. and foreign government regulation, product liability and intellectual property litigation losses, reimbursement levels from third-party payors, general industry and market conditions and growth rates and general domestic and international economic conditions including interest rate and currency exchange rate fluctuations. For a further list and description of such risks and uncertainties, see the disclosure materials filed by Zimmer with the U.S. Securities and Exchange Commission. Zimmer disclaims 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 document are cautioned not to place undue reliance on these forward-looking statements, since, while we believe the assumptions on which the forward-looking statements are based are reasonable, there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary statement is applicable to all forward-looking statements contained in this document.

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ZIMMER HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 and 2003
(in millions, except per share amounts — unaudited)

	2004		2003		% Inc/(Dec)
Net Sales	$	742.2	$	390.1		90	%
Cost of products sold		219.5		96.9		127
Gross Profit		522.7		293.2		78
Research and development		39.8		21.4		86
Selling, general and administrative		297.8		149.8		99
Acquisition and integration		31.3		—
Operating expenses		368.9		171.2		115
Operating Profit		153.8		122.0		26
Interest expense		9.8		1.4		600
Earnings before income taxes and cumulative effect of change in accounting principle		144.0		120.6		19
Provision for income taxes		46.4		40.4		15
Earnings before cumulative effect of change in accounting principle		97.6		80.2		22
Cumulative effect of change in accounting principle, net of tax		—		55.1
Net Earnings	$	97.6	$	135.3		(28	)
Earnings Per Common Share — Basic
Earnings before cumulative effect of change in accounting principle	$	0.40	$	0.41		(2	)
Cumulative effect of change in accounting principle, net of tax		—		0.28
Earnings Per Common Share — Basic	$	0.40	$	0.69		(42	)
Earnings Per Common Share — Diluted
Earnings before cumulative effect of change in accounting principle	$	0.40	$	0.41		(2	)
Cumulative effect of change in accounting principle, net of tax		—		0.27
Earnings Per Common Share — Diluted	$	0.40	$	0.68		(41	)
Weighted Average Common Shares Outstanding
Basic		242.9		195.7
Diluted		246.4		198.0

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ZIMMER HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2004 AND DECEMBER 31, 2003
(in millions)

	March 31,		December 31,
	2004		2003
	(unaudited)
Assets
Current Assets:
Cash and equivalents	$	108.7	$	77.5
Restricted cash		12.4		14.5
Receivables, net		526.5		486.4
Inventories, net		503.8		527.7
Other current assets		210.1		232.6
Total Current Assets		1,361.5		1,338.7
Property, Plant and Equipment, net		547.0		525.2
Intangible assets		758.6		760.5
Goodwill		2,252.2		2,291.8
Other Assets		270.7		239.8
Total Assets	$	5,190.0	$	5,156.0
Liabilities and Shareholders’ Equity
Current Liabilities	$	566.0	$	544.0
Short-term Debt		—		101.3
Other Long-term Liabilities		344.5		352.6
Long-term Debt		959.7		1,007.8
Minority Interest		7.0		7.0
Shareholders’ Equity		3,312.8		3,143.3
Total Liabilities and Shareholders’ Equity	$	5,190.0	$	5,156.0

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ZIMMER HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 and 2003
(in millions)
(unaudited)

	2004			2003
Cash flows provided by (used in) operating activities
Net earnings	$	97.6		$	135.3
Depreciation and amortization		41.7			19.6
Inventory step-up		31.0			—
Cumulative effect of change in accounting principle		—			(89.1	)
Changes in operating assets and liabilities
Income taxes		75.5			59.1
Receivables		(38.8	)		(22.2	)
Inventories		(5.1	)		(7.4	)
Accounts payable and accrued expenses		(16.2	)		2.2
Other assets and liabilities		8.3			7.3
Net cash provided by operating activities		194.0			104.8
Cash flows used in investing activities
Additions to instruments		(37.6	)		(26.7	)
Additions to other property, plant and equipment		(13.0	)		(6.3	)
Net cash used in investing activities		(50.6	)		(33.0	)
Cash flows provided by (used in) financing activities
Proceeds from exercise of stock options		36.5			25.3
Net payments on lines of credit		(149.3	)		(79.6	)
Net cash used in investing activities		(112.8	)		(54.3	)
Effect of exchange rates on cash equivalents		0.6			0.2
Increase in cash and equivalents		31.2			17.7
Cash and equivalents, beginning of period		77.5			15.7
Cash and equivalents, end of period	$	108.7		$	33.4

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ZIMMER HOLDINGS, INC.
NET SALES BY GEOGRAPHIC REGION
FOR THE THREE MONTHS ENDED MARCH 31, 2004 and 2003
(in millions)
(unaudited)

	Three Months Ended March 31,
					%
	2004		2003		Increase
Americas	$	422.7	$	266.1		59	%
Europe		215.1		54.0		298
Asia Pacific		104.4		70.0		49
Total	$	742.2	$	390.1		90

ZIMMER HOLDINGS, INC.
NET SALES BY PRODUCT CATEGORY
FOR THE THREE MONTHS ENDED MARCH 31, 2004 and 2003
(in millions)
(unaudited)

	Three Months Ended March 31,
					%
	2004		2003		Increase
Reconstructive	$	611.3	$	309.9		97	%
Trauma		45.0		35.8		26
Spine		33.5		—
OSP		52.4		44.4		18
Total	$	742.2	$	390.1		90

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ZIMMER HOLDINGS, INC.
RECONCILIATION OF NET EARNINGS TO ADJUSTED NET EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 and 2003
(in millions)
(unaudited)

	Three Months
	Ended March 31,
							% Inc
	2004			2003			(Dec)
Net Earnings	$	97.6		$	135.3			(28	)%
Acquisition and Integration		31.3			—
Inventory Step-up		31.0			—
Tax Benefit of Acquisition and Integration and Inventory Step-up		(22.3	)		—
Cumulative Effect of Change in Accounting Principle, net of tax		—			(55.1	)
Adjusted Net Earnings	$	137.6		$	80.2			72	%

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ZIMMER HOLDINGS, INC.
RECONCILIATION OF DILUTED EPS TO ADJUSTED DILUTED EPS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 and 2003
(unaudited)

	Three Months
	Ended March 31,
	2004			2003
Diluted EPS	$	0.40		$	0.68
Acquisition and Integration		0.13			—
Inventory Step-up		0.12			—
Tax Benefit of Acquisition and Integration and Inventory Step-up		(0.09	)		—
Cumulative Effect of Change in Accounting Principle, net of tax		—			(0.27	)
Adjusted Diluted EPS	$	0.56		$	0.41

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ZIMMER HOLDINGS, INC.
RECONCILIATION OF REPORTED AND ADJUSTED STATEMENTS OF EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 2004
(in millions, except per share amounts — unaudited)

	Reported 2004		Adjustments			Adjusted 2004
Net Sales	$	742.2	$	—		$	742.2
Cost of products sold		219.5		(31.0	)		188.5
Gross Profit		522.7		31.0			553.7
Research and development		39.8		—			39.8
Selling, general and administrative		297.8		—			297.8
Acquisition and integration		31.3		(31.3	)		—
Operating expenses		368.9		(31.3	)		337.6
Operating Profit		153.8		62.3			216.1
Interest expense		9.8		—			9.8
Earnings before income taxes		144.0		62.3			206.3
Provision for income taxes		46.4		22.3			68.7
Net Earnings	$	97.6	$	40.0		$	137.6
Earnings Per Common Share
Basic	$	0.40	$	0.17		$	0.57
Diluted	$	0.40	$	0.16		$	0.56
Weighted Average Common Shares Outstanding
Basic		242.9					242.9
Diluted		246.4					246.4

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ZIMMER HOLDINGS, INC.
RECONCILIATION OF REPORTED AND ADJUSTED STATEMENTS OF EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 2003
(in millions, except per share amounts — unaudited)

	Reported 2003		Adjustments			Adjusted 2003
Net Sales	$	390.1	$	—		$	390.1
Cost of products sold		96.9		—			96.9
Gross Profit		293.2		—			293.2
Research and development		21.4		—			21.4
Selling, general and administrative		149.8		—			149.8
Acquisition and integration		—		—			—
Operating expenses		171.2		—			171.2
Operating Profit		122.0		—			122.0
Interest expense		1.4		—			1.4
Earnings before income taxes and cumulative effect of change in accounting principle		120.6		—			120.6
Provision for income taxes		40.4		—			40.4
Earnings before cumulative effect of change in accounting principle		80.2		—			80.2
Cumulative effect of change in accounting principle, net of tax		55.1		(55.1	)		—
Net Earnings	$	135.3	$	(55.1	)	$	80.2
Earnings Per Common Share
Basic	$	0.69	$	(0.28	)	$	0.41
Diluted	$	0.68	$	(0.27	)	$	0.41
Weighted Average Common Shares Outstanding
Basic		195.7					195.7
Diluted		198.0					198.0

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