8-K

UNITED STATES 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) December 9, 2005

Zimmer Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-16407	13-4151777
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

345 East Main Street
Warsaw, Indiana 46580

(Address of principal executive offices) (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))

TABLE OF CONTENTS

Amendment to 2001 Stock Incentive Plan

Restated Deferred Compensation Plan for Non-Employee Directors

Amendment to Stock Plan for Non-Employee Directors

2006 Base Salaries for Named Executive Officers

Press Release

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On May 13, 2003, the stockholders of Zimmer Holdings, Inc. (the “Company”) approved the Zimmer Holdings, Inc. 2001 Stock Incentive Plan (the “2001 Plan”). The 2001 Plan provides for the grant of equity-based awards to the company’s officers and key employees, including performance shares. On December 9, 2005, the Board of Directors, acting on the recommendation of its Compensation and Management Development Committee (the “Committee”), amended the 2001 Plan in order to ensure compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The amendment to the 2001 Plan (the “Amendment”) is effective as of January 1, 2005. A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

     Also on December 9, 2005, the Board of Directors, acting on the recommendation of the Committee, amended and restated the Company’s Deferred Compensation Plan for Non-Employee Directors (the “Restated Deferred Compensation Plan”) which provides for the award of deferred share units to eligible directors. The Restated Deferred Compensation Plan incorporates amendments to: (1) limit the number of shares of common stock underlying awards to 200,000 shares; (2) provide that the plan will expire December 31, 2010 unless terminated prior thereto; and (3) ensure compliance with Section 409A of the Code. The Restated Deferred Compensation Plan is effective as of January 1, 2005. A copy of the Restated Deferred Compensation Plan is attached hereto as Exhibit 10.2 and is incorporated by reference herein.

     Also on December 9, 2005, the Board of Directors, acting on the recommendation of the Committee, amended the Zimmer Holdings, Inc. Stock Plan for Non-Employee Directors (the “Stock Plan”) to ensure compliance with Section 409A of the Code. The amendment to the Stock Plan (the “Stock Plan Amendment”) is effective as of January 1, 2005. A copy of the Stock Plan Amendment is attached hereto as Exhibit 10.3 and is incorporated by reference herein.

     On December 9, 2005, the Committee approved the base salaries, effective as of January 1, 2006, for the Company’s executive officers. The 2006 base salaries for the Company’s Chief Executive Officer and three of the four other most highly compensated executive officers (the “Named Executive Officers”) identified in the definitive proxy statement dated March 22, 2005 are listed in Exhibit 10.4 and are incorporated by reference herein. Bruce E. Peterson, former Chairman, Zimmer Americas, who was one of the Named Executive Officers listed in the 2005 proxy statement, retired in January 2005. Additional information regarding compensation of executive officers will be included in the Company’s proxy statement to be filed in connection with its annual meeting of stockholders to be held in May 2006.

ITEM 8.01 OTHER EVENTS

     On December 15, 2005, the Company issued a press release announcing that the Board of Directors has authorized the Company to repurchase up to $1 billion of its common stock through December 31, 2007. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (d) Exhibits

Exhibit No.	Description
10.1	First Amendment to the Zimmer Holdings, Inc. 2001 Stock Incentive Plan
10.2	Restated Zimmer Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors
10.3	First Amendment to the Zimmer Holdings, Inc. Stock Plan for Non-Employee Directors
10.4	2006 Base Salaries for Named Executive Officers of Zimmer Holdings, Inc.
99.1	Press Release, dated December 15, 2005, issued by Zimmer Holdings, Inc.

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.

ZIMMER HOLDINGS, INC.
By:	/s/ Chad F. Phipps
	Chad F. Phipps
	Associate General Counsel & Corporate Secretary

Dated: December 15, 2005

EXHIBIT INDEX

Exhibit No.	Description
10.1	First Amendment to the Zimmer Holdings, Inc. 2001 Stock Incentive Plan
10.2	Restated Zimmer Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors
10.3	First Amendment to the Zimmer Holdings, Inc. Stock Plan for Non-Employee Directors
10.4	2006 Base Salaries for Named Executive Officers of Zimmer Holdings, Inc.
99.1	Press Release, dated December 15, 2005, issued by Zimmer Holdings, Inc.

EX-10.1

Exhibit 10.1

FIRST AMENDMENT
TO THE
ZIMMER HOLDINGS, INC.
2001 STOCK INCENTIVE PLAN

This First Amendment to the Zimmer Holdings, Inc. 2001 Stock Incentive Plan (the “Plan”) is hereby adopted by Zimmer Holdings, Inc. (the “Company”), effective as of January 1, 2005.

WHEREAS, the Plan was adopted effective as of August 6, 2001; and

WHEREAS, the Company wishes to amend the Plan solely to comply with changes required by Section 409A of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, the Plan is hereby amended, effective as of January 1, 2005, as follows:

1.	A new paragraph is added to the end of Section 4, Administration, which shall read as follows:
	The Committee shall maintain appropriate records of awards granted and vested prior to January 1, 2005, that may provide for a deferral of compensation within the meaning of Section 409A of the Code, together with any earnings or losses attributable thereon. Such awards shall be governed by the terms of the Plan as in effect on October 3, 2004.
2.	A new Section 7(c) shall be added to the Plan, which shall read as follows:
	(c) No Deferral Feature. No option or stock appreciation right granted under this Plan shall include any feature for the deferral of compensation other than, in the case of an option, the deferral of recognition of income until the later of exercise or disposition of the option under Section 83 of the Code, or the time the stock acquired pursuant to the exercise of the option first becomes substantially vested (as defined in regulations interpreting Section 83 of the Code), or, in the case of a stock appreciation right, the deferral of recognition of income until the exercise of the stock appreciation right.
3.	A new Section 8(c) is hereby added, which shall read as follows:
	(c) Compliance with Section 409A of the Code. Notwithstanding any provision of the Plan to the contrary, in the event any Award under this Section 8 constitutes or provides for a deferral of compensation within the meaning of Section 409A of the Code, the Award shall comply in all respects with the applicable requirements of Section 409A of the Code; the Performance Share Agreement or Performance Unit Agreement, as the case may be, shall include all provisions required for the Award to comply with the applicable requirements of Section 409A of the Code; and those provisions of the Performance Share Agreement or Performance Unit

	Agreement, as the case may be, shall be deemed to constitute provisions of the Plan.
4.	A new paragraph 10(c) shall be added and shall read in its entirety as follows:
	(c) Compliance with Section 409A of the Code. Notwithstanding any provision of the Plan to the contrary, in the event any Award under this Section 10 constitutes or provides for a deferral of compensation within the meaning of Section 409A of the Code, the Award shall comply in all respects with the applicable requirements of Section 409A of the Code; the Deferred Stock Unit Agreement shall include all provisions required for the Award to comply with the applicable requirements of Section 409A of the Code; and those provisions of the Deferred Stock Unit Agreement shall be deemed to constitute provisions of the Plan.
5.	Section 15 shall be deleted in its entirety and shall be designated as “Reserved for Future Use.”

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EX-10.2

Exhibit 10.2

RESTATED
ZIMMER HOLDINGS, INC.
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS

     On December 9, 2005, the Board of Directors of Zimmer Holdings, Inc. (the “Company”) amended and restated the Zimmer Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors (the “Plan”), effective as of January 1, 2005, as follows:

Section 1. Grandfathered Benefits.

     Mandatory Deferrals and Elective Deferrals, as defined below, that were deferred and vested prior to January 1, 2005, shall be subject to the terms of the Plan as in effect on October 3, 2004. The Company shall maintain appropriate records to identify deferrals made and vested prior to 2005, together with any attributable earnings or losses.

Section 2. Eligibility.

     Any member of the Board of Directors (the “Board”) of Zimmer Holdings, Inc. who is not an officer or employee of the Company or a subsidiary thereof is eligible to participate in the Plan and will be a participant.

Section 3. Deferred Compensation Account.

     There shall be established on the books of the Company for each participant a deferred compensation account in the participant’s name. The account shall distinguish between compensation deferred and vested prior to 2005 and compensation deferred or vested after 2004.

Section 4. Amount of Deferral.

     (a) Mandatory Deferrals. Until such time as a participant meets the guideline level of Share Unit or Company common stock ownership established by the Board, fifty percent of the basic fee payable to a participant for membership on the Board (the “Mandatory Deferral”) shall be deferred and credited to the participant’s deferred compensation account as Share Units equal to the number of shares of the Company’s common stock that could have been purchased with the deferred fee, determined by dividing the dollar value of the deferred fee by the fair market value of a share of the Company’s common stock as reported in The Wall Street Journal on the effective date of the deferral. As an additional Mandatory Deferral, at each annual meeting of the stockholders of the Company (“Annual Meeting”), each participant will receive 500 deferred Share Units (the “Annual Deferred Share Units”). The value of each Annual Deferred Share Unit will be equal to a share of the Company’s common stock as reported in The Wall Street Journal on the date of grant.

     (b) Elective Deferrals. For any calendar year, a participant may elect to defer receipt of compensation in excess of the participant’s Mandatory Deferral for that year (the “Elective

Deferral”) by filing the appropriate form in accordance with Section 9 and requesting deferral of: (1) all of the participant’s compensation in excess of the participant’s Mandatory Deferral payable to the participant for serving on the Board and any committee thereof; or (2) any percentage specified by the participant of the compensation described in clause (1) that is in excess of the participant’s Mandatory Deferral.

Section 5. Form and Computation of Deferred Amounts.

     Subject to Section 4, at the time a participant elects to make an Elective Deferral, the participant shall elect to have the Elective Deferral credited to his or her deferred compensation account as Treasury Units, Dollar Units, or Share Units (each an “Investment Option”). A participant may allocate the Elective Deferrals among the Investment Options in increments of 0%, 33 1/3%, 50%, 66 2/3% or 100%. Any deferred amount credited to a participant’s deferred compensation account as Treasury Units shall be credited with interest at a rate to be set by the Board in January of each year after a review of the six-month United States Treasury bill discount rates for the preceding year. Any deferred amount credited to a participant’s deferred compensation account as Dollar Units shall be credited with interest at a rate to be set by the Board in January of each year after a review of investment return on the invested cash of the Company. If a participant elects to allocate a deferred amount to Share Units, the participant will be credited with Share Units equal to the number of shares of the Company’s common stock that could have been purchased with the deferred amount, determined by dividing the dollar value of the deferred amount by the fair market value of a share of the Company’s common stock as reported in The Wall Street Journal on the effective date of the deferral. Upon payment by the Company of dividends on its common stock, the amount credited to a participant’s deferred compensation account as Share Units shall be credited with an amount equal to the number of Share Units multiplied by a fraction, the numerator of which is the amount of the dividend and the denominator of which is the fair market value of a share of the Company’s common stock as reported in The Wall Street Journal on the day the dividend is payable. The amount of Share Units in a participant’s deferred compensation account shall be adjusted in the discretion of the Board to take into account a merger, consolidation, reorganization, recapitalization, stock split or other change in corporate structure of capitalization affecting the Company’s common stock. At its discretion, the Board may discontinue, modify, or offer additional Investment Options.

Section 6. Period of Deferral.

     A participant’s Mandatory Deferrals, including Annual Deferred Share Units, will be paid sixty days after the cessation of the participant’s service as a Director. At the time a participant makes a deferral election in accordance with Section 9, the participant may elect the period of deferral for amounts attributable to the Elective Deferrals that are the subject of that election. A participant may elect to defer receipt of amounts attributable to Elective Deferrals (1) until a specified year in the future, (2) until the cessation of the participant’s services as a Director, or (3) until the end of the calendar year in which the cessation of the participant’s service as a Director occurs. If the participant elects alternative (1), payment will be made or commence within sixty days after the beginning of the year specified in the election; if the participant elects alternative (2), payment will be made or commence within sixty days after cessation of the participant’s service as a Director; and if the participant elects alternative (3), payment will be made or

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commence within sixty days after the end of the calendar year in which the cessation of the participant’s service as a Director occurs. If, with respect to an Elective Deferral, a participant does not make a timely election (in accordance with Section 9) as to the period of deferral, payment of amounts attributable to the Elective Deferral will be made or commence within sixty days after the cessation of the participant’s service as a Director.

Section 7. Form of Payment.

     Mandatory Deferrals, including Annual Deferred Share Units, will be paid in shares of the Company’s common stock.

     At the time a participant makes a deferral election in accordance with Section 9, the participant may elect the form of payment for amounts attributable to the Elective Deferrals that are the subject of that election. A participant may elect to receive payment of amounts attributable to Elective Deferrals in either (1) a lump sum cash payment or (2) a number of annual cash installments, not more than ten, as specified by the participant. If installment payments are elected, the amount of each installment shall be equal to the balance in the participant’s deferred compensation account divided by the number of installments remaining to be paid (including the installment in question). If a participant fails to make a timely election as to form of payment, payment will be made in a lump sum cash payment.

Section 8. Death Prior to Receipt.

     If a participant dies prior to receipt of any of the amounts payable pursuant to this Plan, the participant’s Mandatory Deferrals, including Annual Deferred Share Units, will be paid, in shares of the Company’s common stock, to the participant’s beneficiary or estate, as the case may be, within sixty days after the participant’s death.

     At the time a participant makes a deferral election in accordance with Section 9, the participant may elect that, in the event he or she dies prior to receipt of any of the amounts payable pursuant to this Plan, the participant’s deferred compensation account attributable to Elective Deferrals shall be paid to the participant’s beneficiaries or estate, as the case may be, in either (1) a lump sum cash payment within sixty days following notification to the Company of the participant’s death, or (2) a number of annual cash installments, not more than ten, as specified by the participant. If the participant elects alternative (2), the initial installment payment to the beneficiary or estate shall be made sixty days after notification to the Company of the participant’s death, and the amount of each such installment shall be determined as provided in the third sentence of Section 7. If payment to the participant pursuant to clause (2) of Section 7 had commenced prior to death, the installment payments to the participant’s beneficiaries or estate, as the case may be, shall be made at the same time and in the same amount as installment payments would have been made to the participant had he or she survived. For purposes of this Section 8, any amounts deferred as Share Units shall be converted to Dollar Units by multiplying the number of Share Units credited to a participant’s deferred compensation account on the date of his death by the fair market value of a share of the Company’s common stock on such date as reported in The Wall Street Journal.

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Section 9. Time of Election of Deferral.

     This Section 9 governs the time for making “Deferral Elections,” which include elections to make Elective Deferrals pursuant to Section 4, elections as to the form and computation of deferred amounts pursuant to Section 5, elections of the period of deferral pursuant to Section 6, elections of the form of payment pursuant to Section 7, elections with respect to death benefits pursuant to Section 8, and elections to covert a deferral into Options pursuant to Section 12.

     A nominee for election as a Director may make a Deferral Election prior to his or her election for the calendar year in which he or she is being elected, except that a person elected a Director by the Board may make a Deferral Election within 30 days after his/her election as a Director, in which event the Deferral Election shall be effective only with respect to compensation paid after the Deferral Election is made. A person then currently serving as a Director may make a Deferral Election with respect to compensation for the next succeeding calendar year no later than the preceding November 30th. This Deferral Election will be deemed to apply for each succeeding calendar year, unless (1) the participant elects, in accordance with Section 11, to discontinue the Deferral Election or make a new Deferral Election, or (2) the election is stated, in writing, to apply only to the current calendar year.

Section 10. Manner of Electing Deferral.

     A participant may make a Deferral Election by giving written notice to the Board on a form provided by the Company, which notice shall include the amount to be deferred, the form in which the amount deferred is to be credited, whether the deferral will be converted into options to purchase shares of the Company’s common stock pursuant to Section 12, the period of deferral and the form of payment, including the number of installments, if any.

Section 11. Effect of Election.

     A Deferral Election shall be irrevocable by the participant once the calendar year to which it applies has commenced. An election may be discontinued or modified by the participant with respect to calendar years not yet begun by notifying the Board in writing no later than November 30th of the preceding year.

Section 12. Conversion into Options.

     For any calendar year, a participant may elect to convert all or any portion of the basic fee payable for services on the Board, except amounts that would otherwise be subject to Mandatory Deferral, into options to purchase shares of the Company’s common stock. The options will be issued pursuant to a stock option plan of the Company in which the participant is eligible to participate and will be granted as of the date of the next Annual Meeting following the election to convert. The options will be issued at a conversion ratio of an option to purchase three shares of common stock for each Share Unit that the participant would be entitled to receive if the participant chose to defer the amount as Share Units. The options will have an exercise price equal to the market value of a share of the Company’s common stock on the date of the grant. The options will become fully exercisable on December 31st of the calendar year in which the options are granted if the participant continues as a non-employee director of the

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Company, or at such earlier time as provided in the stock option plan. A participant’s election to convert all or any portion of the basic fee payable into stock options must be made in accordance with Sections 9 and 10.

Section 13. Maximum Number of Shares.

     The maximum number of shares of the Company’s common stock that may be issued and distributed under this Plan on or after the Effective Date shall be Two Hundred Thousand (200,000) shares, subject to adjustment as provided under Section 5, above.

Section 14. Participant’s Rights Unsecured.

     The right of any participant to receive future payments under the provisions of the Plan shall be an unsecured claim against the general assets of the Company.

Section 15. Statement of Account.

     A statement will be sent to each participant each year reflecting the value of his or her deferred compensation account as of the end of the preceding year.

Section 16. Assignability and Beneficiaries.

     No right to receive payments under the Plan shall be transferable or assignable by a participant other than by will or under the laws of descent and distribution, except that a participant may designate one or more beneficiaries pursuant to the provisions of this Section. On a form to be provided by the Company, a participant may name beneficiaries to receive any amounts to which the participant may be entitled under the Plan in the event of the participant’s death. A participant may change his or her beneficiary designation from time to time in the same manner. If a participant fails to designate any beneficiary, or if no designated beneficiary is living on the date on which any payment becomes payable to the participant’s beneficiaries, the payment will be payable to the participant’s estate.

Section 17. Administration.

     The Plan will be administered by the Board, which shall have the authority to adopt rules and regulations to carry out the Plan and to interpret, construe and implement the provisions of the Plan. The Plan, as amended and restated, is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and shall be construed accordingly.

Section 18. Amendment.

     This Plan may at any time or from time to time be amended, modified or terminated by the Board. No amendment, modification or termination shall, without the consent of the participant, adversely affect that participant’s accruals in his or her deferred compensation account as of the date of amendment, modification or termination.

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Section 19. Governing Law.

     The validity, construction, interpretation and effect of the Plan and agreements issued under the Plan shall be governed and construed by and determined in accordance with the Code, and, to the extent not in conflict, with the laws of the State of Indiana, without giving effect to the conflict of laws provisions thereof.

Section 20. Termination Date.

     The Plan shall terminate effective as of December 31, 2010. Notwithstanding the foregoing, any Mandatory Deferrals and Elective Deferrals deferred prior to January 1, 2011, shall be distributed in accordance with the Plan as in effect on December 31, 2010.

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EX-10.3

Exhibit 10.3

FIRST AMENDMENT
TO THE
ZIMMER HOLDINGS, INC.
STOCK PLAN
FOR NON-EMPLOYEE DIRECTORS

This First Amendment to the Zimmer Holdings, Inc. Stock Plan for Non-Employee Directors (the “Plan”) is hereby adopted by Zimmer Holdings, Inc. (the “Company”), effective as of January 1, 2005.

WHEREAS, the Plan was adopted effective as of August 6, 2001; and

WHEREAS, the Company wishes to amend the Plan solely to comply with changes required by Section 409A of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, the Plan is hereby amended, effective as of January 1, 2005, as follows:

1.	A new paragraph is added to the end of Section 2, Administration, which shall read as follows:
	The Committee shall maintain appropriate records of awards granted and vested prior to January 1, 2005, that may provide for a deferral of compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), together with any earnings or losses attributable thereto. Such awards shall be governed by the terms of the Plan as in effect on October 3, 2004.
2.	A new Section 5(i) shall be added to the Plan, which shall read as follows:

(i) No Deferral Feature. No Option granted under this Plan shall include any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of the Option under Section 83 of the Code, or the time the stock acquired pursuant to the exercise of the Option first becomes substantially vested (as defined in regulations interpreting Section 83 of the Code).

3. A new Section 6(d) is hereby added, which shall read as follows:

(c) Compliance with Section 409A of the Code. Notwithstanding any provision of the Plan to the contrary, in the event any Award under this Section 6 constitutes or provides for a deferral of compensation within the meaning of Section 409A of the Code, the Award shall comply in all respects with the applicable requirements of Section 409A of the Code; the agreement evidencing the Award shall include all provisions required for the Award to comply with the applicable requirements of Section 409A of the Code; and those provisions of the Award agreement shall be deemed to constitute provisions of the Plan.

EX-10.4

Exhibit 10.4

Zimmer Holdings, Inc.
2006 Base Salaries for Named Executive Officers

Name and Position	2006 Base Salary
J. Raymond Elliott
Chairman, President and Chief Executive Officer	$	750,000
Sam R. Leno
Executive Vice President, Finance and Corporate Services and Chief Financial Officer	$	510,000
Bruno A. Melzi
Chairman, Europe, Africa and Middle East	€	371,000
David C. Dvorak
Group President, Global Businesses and Chief Legal Officer	$	400,000

EX-99.1

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 Holdings, Inc. Announces Share Repurchase Program

(WARSAW, IN) December 15, 2005— Zimmer Holdings, Inc. (NYSE and SWX: ZMH) announced today that its Board of Directors authorized the Company to repurchase up to $1 billion of its common stock through December 31, 2007. Repurchases under the program may be made in the open market or in privately negotiated transactions from time to time in compliance with Securities and Exchange Commission regulations, depending on market conditions and other factors. Any shares acquired will be available for general corporate purposes. The Company had approximately 247.8 million shares of common stock outstanding as of December 13, 2005.

“Based upon the repayment of our Centerpulse and Implex acquisition debt, we believe share repurchases are currently an appropriate way to take advantage of our continued strong cash flow,” said Ray Elliott, Zimmer Chairman, President and CEO. “As we have said, we will continue to look for strategic acquisitions that meet our demanding criteria, but this share repurchase program gives us another option to deploy cash with the expectation of building shareholder value.”

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.

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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,” “assumes,” “guides,” “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.