-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QlonlcvLDqU5zQVvrFNYPfOh6bsAZ4OmJLZSLhWds1czSQfngSdXYQxhda0sWBuW 86IwXP+jcFK2Ljq3E2+pJA== 0000950137-05-007440.txt : 20050616 0000950137-05-007440.hdr.sgml : 20050615 20050616171443 ACCESSION NUMBER: 0000950137-05-007440 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050615 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050616 DATE AS OF CHANGE: 20050616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZIMMER HOLDINGS INC CENTRAL INDEX KEY: 0001136869 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 134151777 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16407 FILM NUMBER: 05900917 BUSINESS ADDRESS: STREET 1: 345 EAST MAIN STREET CITY: WARSAW STATE: IN ZIP: 46580 BUSINESS PHONE: 2192676131 MAIL ADDRESS: STREET 1: 345 EAST MAIN STREET CITY: WARSAW STATE: IN ZIP: 46580 8-K 1 c96063e8vk.htm CURRENT REPORT e8vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 15, 2005

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

(Address of principal executive offices)
  46580
(Zip Code)

Registrant’s telephone number, including area code (574) 267-6131

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 


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ITEM 7.01 REGULATION FD DISCLOSURE
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
Press Release


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ITEM 7.01 REGULATION FD DISCLOSURE

     Zimmer Holdings, Inc. (the “Registrant”) issued a press release on June 15, 2005 with respect to recent movements in foreign exchange rates. A copy of the press release is attached as Exhibit 99.1 and the information set forth therein is incorporated herein by reference and constitutes a part of this report.

     The Registrant is furnishing the information contained in this report, including the Exhibits, pursuant to Item 7.01 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.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits

     99.1      Press Release, dated June 15, 2005, issued by the Registrant.

 


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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                     Dated: June 16, 2005
         
  ZIMMER HOLDINGS, INC.
 
 
  By:   /s/ Sam R. Leno  
    Sam R. Leno, Executive Vice President  
    and Chief Financial Officer   
 

 

EX-99.1 2 c96063exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1


         
Contacts:
       
     Media
  Investors                         
Brad Bishop
  Marc Ostermann   Sam Leno
574-372-4291
  574-371-8515   574-372-4790
bradley.bishop@zimmer.com
  marc.ostermann@zimmer.com   sam.leno@zimmer.com

Zimmer Responds to Analyst Inquiries About
Recent Movements in Foreign Exchange Rates

(WARSAW, IN) June 15, 2005—Zimmer Holdings, Inc. (NYSE and SWX: ZMH) today addressed recent inquiries regarding the effect of recent foreign currency exchange rate movements on 2005 sales. Since the Company’s first quarter earnings conference call on April 26, 2005, the U.S. Dollar has strengthened against most major currencies. Consequently, the expected contribution from foreign currency movements to quarterly sales growth for the balance of 2005 has diminished. Assuming no further movement of foreign currency exchange rates for the balance of the year, the differences that have occurred since April 26th should result in lower sales of $8 million in the second quarter and $49 million for 2005 full year.

The following table quantifies the differences on the Company’s sales growth by quarter due to the movement of foreign currency exchange rates from April 26 to June 13, 2005.

Contribution of Foreign Currency Exchange Rate Differences to 2005 Sales
$ (in millions) and % growth over 2004 by Quarter

                                             
        Q1   Q2   Q3   Q4   Full Year
        Actual   Estimate   Estimate   Estimate   Estimate
 
As of April 26, 2005
  Sales $ Growth   $ 16     $ 23     $ 22     $ 8     $ 69  
 
  Sales % Growth     2.1 %     3.1 %     3.1 %     1.0 %     2.3 %
 
 
                                           
 
As of June 13, 2005
  Sales $ Growth   $ 16     $ 15     $ 3       ($14 )   $ 20  
 
  Sales % Growth     2.1 %     2.0 %     0.5 %     (1.7 %)     0.7 %
 

 


 

The Company utilizes forward contracts to hedge the short term effects of foreign currency movement. With approximately 85% of the Company’s next 12 months of inter-company sales transactions hedged, the short term effect of rapid foreign currency exchange rate movements on operating profit dollars is expected to be minimal.

The Company will update the effect of foreign currency on expected sales growth again during its second quarter earnings conference call scheduled for 8:00 am EDT, on Thursday, July 28, 2005.

About the Company
Founded in 1927 and headquartered in Warsaw, Indiana, Zimmer is the worldwide #1 pure-play orthopaedic leader in designing, developing, manufacturing and marketing reconstructive and spinal implants, trauma and related orthopaedic surgical products. Zimmer has operations in more than 24 countries around the world and sells products in more than 100 countries. Zimmer’s 2004 sales were approximately $3 billion. The Company is supported by the efforts of more than 6,500 employees worldwide.

###

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

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 and Implex Corp., the outcome of the Department of Justice investigation announced in March 2005 and 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, governmental laws and regulations affecting our U.S. and international businesses, including tax obligations and risks, 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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