Zimmer Biomet Holdings (ZBH) 10-K risk factor changes: FY2023 vs FY2022

The following list of [removed: significant] [added: material] risk factors is not all-inclusive or necessarily in order of importance.

Business and economic [removed: conditions, including disruptions related to the COVID-19 pandemic,] [added: conditions] have adversely impacted, and may, either alone or in combination with other risks, in the future adversely impact, our business, results of operations and financial condition, the nature and extent of which [added: impacts] are uncertain and unpredictable.

[removed: We expect several of these factors to continue, and there] [added: There] can be no assurance that we will successfully manage [removed: these risks] [added: risks, such as experienced during the COVID-19 pandemic,] without adverse impacts to our business or financial results.

[removed: The occurrence of any one or more risks described in these Risk Factors or] otherwise may have unpredictable effects on other risks, our business, [removed: operations or] financial [added: or operational] results which may be comparable to, or more adverse than, those we experienced in connection with the COVID-19 pandemic.

Restructuring initiatives involve complex plans and actions that may include, or result in, workforce reductions, [removed: global] plant closures and/or consolidations, product portfolio rationalizations and asset impairments.

Restructuring initiatives present [removed: significant] risks that may impair our ability to achieve anticipated operating enhancements and/or cost reductions, or otherwise harm our business, including higher than anticipated costs in implementing our restructuring programs, as well as management distraction.

If we fail to achieve some or all of the expected benefits of [removed: restructuring,] [added: our restructuring programs,] it could have a material adverse effect on our competitive position, business, financial condition, results of operations and cash flows.

Competition for talent in our business is [removed: significant.]

unforeseen difficulties related to entering [added: markets for which or] geographic regions [removed: or markets] where we do not have prior experience;

In some instances, however, the manufacturing of certain of our product lines is concentrated in one or [removed: more plants, some of which] [added: a few] plants [added: which] are [removed: geographically concentrated.][added: concentrated in a single country or region.]

Damage to one or more facilities from weather or natural disaster-related events, vulnerabilities in technology, cyber-attacks against our information systems or the information systems of our business partners (such as ransomware attacks), [removed: or] issues in manufacturing arising from failure to follow specific internal protocols and procedures, compliance concerns relating to the Quality System Regulation (“QSR”) and Good Manufacturing Practice requirements, equipment breakdown or malfunction, reductions in operations and/or worker absences, trade [removed: impediments] [added: impediments, international sanctions, wars] or other factors could adversely affect the ability to manufacture [added: and distribute] our products.

In the event of an interruption in [removed: manufacturing,] [added: manufacturing or involving a critical supplier,] we may be unable to move quickly to alternate means of producing [added: or acquiring] affected products or to meet customer [added: demand, and alternative sources of supply may not be adequate to accommodate sudden increases in] demand.

We have experienced such interruptions [removed: due to the COVID-19 pandemic,] [added: previously,] and we may experience such interruptions in the [removed: future due to the pandemic or otherwise.][added: future.]

[removed: In the event of a significant interruption, for example, as a result of a failure to follow] regulatory protocols and procedures, we [added: (or our suppliers)] may experience lengthy delays in resuming production of affected products due primarily to the need for [added: additional] regulatory approvals.

The global supply chain has been and continues to be negatively impacted by [removed: COVID-19 and] a variety of [removed: other] macro factors which [removed: has,] [added: have,] in part, resulted in challenges to meet end market demand in some instances.

As a result, we may experience [added: lost sales, which we may be unable to recover,] loss of market share, which we may be unable to recapture, [removed: and] [added: and/or] harm to our reputation, which could adversely affect our business, financial condition and results of operations.

Disruptions in the supply of the materials and components used in manufacturing our products or the sterilization of our products by [added: us or] third-party suppliers could adversely affect our business, financial condition and results of operations.

In certain cases, we may not be able to establish additional or replacement suppliers for such materials or components or outsourced activities in a timely or cost effective manner, due to market constraints or as a result of FDA [removed: and] [added: or] other worldwide regulations that require validation of materials and components prior to their use in our products and the complex nature of our and many of our suppliers' manufacturing processes and the need for clearance or approval of significant changes by [added: FDA and other] worldwide regulatory bodies prior to implementation.

A reduction or interruption in the supply of materials or components used in manufacturing our products, such as due to [added: loss of access to] one or more [removed: suppliers experiencing reductions in operations and/or worker absences due to a pandemic or otherwise;] [added: suppliers;] an inability to timely develop and validate alternative sources if required; or a significant increase in the price of such materials or components could adversely affect our business, financial condition and results of operations.

To the extent we or our contract sterilizers are unable to sterilize our [removed: products, whether due] [added: products or provide sterilization services] to [added: our customers, whether caused by] capacity, availability of materials for sterilization, [added: and] regulatory or other [removed: constraints, including federal and state regulations] [added: restrictions] on the use of ethylene [removed: oxide, or reductions in operations and/or worker absences due to the COVID-19 pandemic] [added: oxide] or otherwise, we may be unable to transition to other contract sterilizers, sterilizer locations or sterilization methods in a timely or cost effective manner or at all, which could have a material impact on our results of operations and financial condition.

We are [removed: increasingly] dependent on sophisticated information technology and if we fail to effectively maintain or protect our information systems [removed: or] [added: and] data, including from [removed: data breaches,] [added: cybersecurity events,] our business could be adversely affected.

We are [removed: increasingly] dependent on sophisticated information technology for our products and infrastructure.

As a result of technology initiatives, expanding and evolving privacy and cybersecurity laws, changes in our system platforms and [added: the ongoing] integration of [removed: new] business acquisitions, we have been consolidating and integrating the number of systems we operate and have upgraded and expanded our information systems [added: and cybersecurity] capabilities.

In addition, some of our products and services incorporate software or information technology that collects data regarding patients and patient therapy, and some software and other products we provide to customers connect to our [added: and third-party] systems for maintenance and other purposes.

We also have outsourced elements of our operations to third [removed: parties,] [added: parties (including suppliers, customers and other business partners),] and, as a result, we manage a number of [removed: third-party suppliers] [added: third parties] who may [added: now] or could [added: in the future] have access to our confidential information, including, but not limited to, intellectual property, proprietary business information and personal information of patients, [removed: employees] [added: team members] and customers (collectively “Confidential Information”).

Our information systems, and those of [removed: third-party suppliers] [added: third parties] with whom we contract, require an ongoing commitment of significant resources to maintain, protect and enhance existing systems and develop new systems to keep pace with continuing changes in information technology, evolving systems and regulatory standards, changing threats and vulnerabilities, and the increasing need to protect [removed: patient and] [added: data including patient,] customer [removed: information.][added: and Confidential Information.]

[removed: In] addition, given their size and complexity, these systems [removed: could be] [added: are] vulnerable to service interruptions [removed: or] [added: and] to security breaches from inadvertent or intentional actions by our employees, third-party [removed: vendors] [added: suppliers] and/or business partners, [removed: or] [added: and] from cyber-attacks by malicious third parties attempting to gain unauthorized access to our products, systems or Confidential Information.

[removed: We also are subject to other cyber-attacks, including] [added: These attacks may include phishing,] state-sponsored [removed: cyber-attacks,] [added: cyber attacks,] industrial espionage, insider threats, computer denial-of-service attacks, computer viruses, ransomware and other malware, payment fraud or other cyber incidents.

In addition, as a result of our adoption of remote work arrangements in many positions, a significant number of our employees who are able to work remotely are doing so, and malicious cyber actors may increase [removed: malware campaigns and phishing emails] [added: efforts] targeting [removed: teleworkers,] [added: remote workers,] which exposes us to additional cybersecurity risks.

Our [added: cybersecurity program,] incident response efforts, business continuity procedures and disaster recovery planning may not be sufficient for all eventualities.

lose existing customers, [removed: vendors] [added: suppliers] and business partners;

suffer outages or disruptions in our [removed: operations or] [added: operations,] supply [removed: chain;][added: chain, products and/or services, including our ZBEdgeTM ecosystem;]

have disputes with customers, physicians, [removed: and] other healthcare [removed: professionals;][added: professionals and payors for our products;]

Therefore, despite our efforts, we cannot assure that [removed: cyber-attacks] [added: cybersecurity incidents] or data breaches will not occur or that [removed: systems] [added: technology or information system] issues will not arise in the future.

Our present or future products could be rendered obsolete or uneconomical by technological advances by one or more of our present or future [removed: competitors or by other therapies, including biological therapies.][added: competitors.]

To remain competitive, we must continue to [added: identify, prioritize,] develop and acquire new products and [removed: technologies] [added: technologies, as well as identify, prioritize] and improve existing products and technologies.

Competition [added: within our markets] is primarily on the basis of technology, innovation, quality, reputation, customer service and pricing.

In markets outside of the U.S., other factors influence competition as well, including local distribution systems, complex regulatory [removed: environments] [added: environments,] and differing medical philosophies and product preferences.

Our competition may have greater financial, [removed: marketing] [added: marketing, technical] and other resources than us; respond more quickly to new or emerging technologies; undertake more extensive marketing campaigns; operate more effective [added: planning, manufacturing,] sales and distribution channels; adopt more aggressive pricing policies; or be more successful in attracting potential customers, employees and strategic partners.

Any of these factors, alone or in combination, could cause us to have difficulty maintaining or increasing sales of our [removed: products.][added: products or otherwise have an adverse effect on our business and financial results.]

We must also obtain and maintain regulatory approvals for such products, accurately forecast demand, manufacture the correct mix of products, distribute products to multiple global markets and market those products profitably.

For example, we have experienced elevated charges for excess and obsolete inventory while also facing increased backorders due to unpredictable demand fluctuations across our various markets, and there can be no assurance that production mix planning or inventory allocation will match end market demand.

We also face competition from pharmaceutical and other therapies that may be more attractive than, or have other benefits over, our products, or that could affect the frequency, progressions or symptoms of diseases and conditions that our products treat.

significant.

We have initiated a series of restructuring programs to reduce costs, improve efficiency, spin off certain businesses, and prioritize investments in higher-priority growth operations.

In the event of a significant interruption, for example, as a result of our or a supplier’s failure to follow

We also provide sterilization services to certain of our customers.

In

Our use of artificial intelligence and machine learning in our infrastructure and products exposes us to new threats, risks and uncertainties, including with respect to changing laws and regulations regarding the use of such technologies.

Like other large multi-national corporations, we regularly experience cyber attacks, and we expect to continue to be subject to such attacks.

Evolving artificial intelligence and machine learning continue to improve the capabilities of cyber attackers.

suffer a loss of access to or alteration of all or a portion of our Confidential Information;

have difficulty meeting our compliance requirements, including with respect to data retention and reporting, QMS, quality reporting or other requirements;

have difficulty developing new or enhanced products;

Our operations expose us to risks from business interruptions that may arise from a variety of sources, including public health crises; supply chain disruptions; loss of or limitations on access to certain markets due to trade and tariff disputes and disruptions or national, regional and global conflicts; adverse economic developments; healthcare staffing challenges; government shutdowns; natural disasters; and other events that can, singly or in combination with other factors, adversely affect our business and financial results.

Moreover, the occurrence of any one or more risks described in these Risk Factors or

Similarly, the Italian Public Administration has implemented a Pay Back Law to obtain reimbursement from the medical device industry to contribute to government overspending on medical devices beginning in 2015, which assessments we are challenging.

Additional cost reduction and recovery strategies are likely to be proposed in various jurisdictions, the effects of which are difficult to predict, but may have a material adverse effect on our sales and results of operations.

As a result of the increase in our debt, demands on our cash resources have increased; such demand would further amplify if we fund future mergers and acquisitions using debt financing.

SOFR and such other rates have increased from recent lows, which has increased our cost of borrowing.

We expect the implementation and interpretation of Pillar Two across all jurisdictions where we do business will have an adverse effect on our effective tax rate, results of operations and cash flows.

These tax law changes require profits earned in such jurisdictions to be subject to a minimum 15 percent income tax rate.

Currently, uncertainty exists regarding how the Pillar Two rules interact with existing national tax laws and whether such rules pertaining to the Undertaxed Profits Rule that will take effect in 2025 are consistent with existing tax treaty obligations.

The results of

increased tax liabilities under foreign tax laws or changes thereto; and

Sanctions and other civil, political and economic effects of such conflicts are likely to have adverse impacts upon us.

For example, we produced implants and instruments in China that supported a significant portion of our global total profit in 2023; if trade restrictions or other barriers arose that limited our ability to export from China and we are unable to fully mitigate the risk or find alternative sources of supply, such trade restrictions could have a material and adverse effect on our sales and results of operations.

Emerging opportunities, including those presented by the use of machine learning and artificial intelligence in our current and future products, devices and services are expected to present new, complex and potentially inconsistent legal and regulatory requirements across the various jurisdictions in which we operate.

These laws are administered by, among others, the DOJ, the Office of Inspector General of the Department of

While it is not possible to predict the outcome of patent and other intellectual

Alternatively, if a court were to find this choice of forum provision inapplicable to, or unenforceable in respect of, one or more of the

Our operations expose us to risks from business interruptions that may arise from a variety of sources, including public health crises and outbreaks of diseases, such as the COVID-19 pandemic and its variants, supply chain

disruptions, trade and tariff disputes and global conflicts, that can, singly or in combination with other factors, adversely affect our business and financial results.

We experienced a sustained decline in elective surgical procedures globally due to the COVID-19 pandemic and its associated effects, including deferrals of elective surgical procedures and staffing shortages at hospitals.

Surgical volumes generally recovered over the course of 2022, but may return to lower levels due to future COVID-19 variants and resurgences.

We continue to experience risks and uncertainty in several aspects of our business including relating to global, regional and national supply chain disruption; dynamic economic conditions; foreign exchange rate volatility; inflation; workforce availability changes; healthcare staffing challenges and changes in government spending.

The COVID-19 pandemic has illustrated that the occurrence of one risk can have unpredictable effects on other risks, such as we experienced with supply chain disruptions connected to the COVID-19 pandemic.

Therefore, we are also at risk from business and other risks and uncertainties, either alone or in combination with other risk factors.

In December 2019, our Board of Directors approved, and we initiated, a global restructuring program (the “2019 Restructuring Plan”) with an objective of reducing costs to allow us to further invest in higher priority growth opportunities, which is ongoing.

In December 2021, our management also initiated a global restructuring program (the “2021 Restructuring Plan”) to further reduce costs and to reorganize our global operations in preparation for the spinoff of ZimVie.

We expect similar challenges in 2023.

Like other large multi-national corporations, we have experienced instances of successful phishing attacks on our email systems and expect to be subject to similar attacks in the future.

While we have invested heavily in the protection of our data and information technology, there can be no assurance that our activities related to consolidating the number of systems we operate, upgrading and expanding our information systems capabilities, protecting and enhancing our systems and implementing new systems will be

successful.

In addition,

As a result of the increase in our debt, demands on our cash resources have increased.

In December 2022, the European Union Council established effective dates of January 1, 2024 and January 1, 2025 for different aspects of Pillar Two.

We are continuing to evaluate the potential impact on future periods of the Pillar Two, pending legislative adoption by additional individual countries, including those within the European Union.

the characterization of these relationships.

potentially negative consequences from changes in tax laws; and

For example, the U.S. and other countries have imposed sanctions on Russia, certain of its governmental bodies, certain businesses and certain individuals due to the invasion of Ukraine, and additional sanctions may continue to be imposed.

Similar sanctions could be expected to emerge from other conflicts.

While Russia and Ukraine do not constitute material portions of our business, a significant escalation or expansion of economic disruption or of the conflict’s current scope, or the emergence of new conflicts involving other countries, could adversely affect our results of operations.

require corrective action, or other forms of enforcement.

In the EU, for example, the EU MDR became effective in May 2021 and includes significant additional premarket and post-market requirements.

Complying with the requirements of this regulation requires us to incur significant expense.

In August 2018, we received a warning letter from the FDA related to observed non-conformities with current good manufacturing practice requirements of the QSR at our Warsaw North Campus manufacturing facility.

As of February 24, 2023, this warning letter remained pending.

Until the violations are corrected, we may become subject to additional regulatory action by the FDA as described above, the FDA may refuse to grant premarket approval applications and/or the FDA may refuse to grant export certificates, any of which could have a material adverse effect on our business, financial condition and results of operations.

Additional information regarding these and other FDA regulatory matters can be found in Note 21 to our consolidated financial statements.

be found invalid, unenforceable or insufficiently broad to protect our technology or to provide us with any competitive advantage.

These provisions provide for, among other things:

the ability of our board of directors to issue one or more series of preferred stock without further stockholder action;

advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings;

certain limitations on convening special stockholder meetings; and

the prohibition on engaging in a “business combination” with an “interested stockholder” for three years after the time at which a person became an interested stockholder unless certain conditions are met, as set forth in Section 203 of the Delaware General Corporation Law.

These anti-takeover provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many of our stockholders.

claim against us or any of our directors, officers or other employees governed by the internal affairs doctrine.

The following discussion, analysis and comparisons generally focus on the operating results for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Discussion, analysis and comparisons of the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] that are not included in this Form 10-K can be found in [removed: (i)] “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, [removed: 2021 (the “2021 Form 10-K”) prior to the spinoff of ZimVie; and (ii) “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of Exhibit 99.1 filed with our Form 8-K on June 22, 2022, which Form 8-K was filed to recast certain items of the 2021 Form 10-K, including Part II, Item 7, to reflect the historical results of our spine and dental businesses as discontinued operations following the ZimVie spinoff.][added: 2022.]

[removed: *2022] [added: *2023] Financial Highlights*

[removed: In 2022,] [added: As a result, in 2023] our net sales increased by [removed: 1.6] [added: 6.5] percent compared to [removed: 2021.][added: 2022.]

Our net sales in [removed: 2022] [added: 2023] were tempered by a negative [removed: 5.0] [added: 1.0] percent effect from changes in foreign currency exchange rates.

[removed: In addition, based] [added: Based] on foreign currency exchange rates at the end of [removed: 2022] [added: 2023,] we expect foreign currency to negatively affect [added: year-over-year] net sales [removed: growth in 2023, but at a lower level than experienced in 2022.][added: by approximately 0.5 percent.]

We [removed: expect] [added: estimate] our [added: net] interest [removed: expense, net,] [added: expense] will increase [removed: primarily] [added: slightly] due to higher interest rates.

[removed: Our business is seasonal] in [removed: nature to some extent, as many of our products are used in] elective surgical procedures, which typically decline during the summer months and can increase at the end of the year once annual deductibles have been met on health insurance plans.

| | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | | | [removed: 2020] [added: 2021] | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] % [removed: Inc/(Dec)] [added: Inc] | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] % [removed: Inc] [added: Inc/(Dec)] | | | |

| United States | | $ | [removed: 4,012.4] [added: 4,288.8] | | | $ | [removed: 3,853.9] [added: 4,012.4] | | | $ | [removed: 3,507.7] [added: 3,853.9] | | | | [removed: 4.1] [added: 6.9] | | % | | [removed: 9.9] [added: 4.1] | | % |

| International | | | [removed: 2,927.5] [added: 3,105.4] | | | | [removed: 2,973.4] [added: 2,927.5] | | | | [removed: 2,619.8] [added: 2,973.4] | | | | [removed: (1.5] [added: 6.1] | [removed: )] | | | [removed: 13.5] [added: (1.5] | [added: )] | |

| Total | | $ | [removed: 6,939.9] [added: 7,394.2] | | | $ | [removed: 6,827.3] [added: 6,939.9] | | | $ | [removed: 6,127.5] [added: 6,827.3] | | | | [removed: 1.6] [added: 6.5] | | | | [removed: 11.4] [added: 1.6] | | |

| Knees | | $ | [removed: 2,778.3] [added: 3,038.4] | | | $ | [removed: 2,647.9] [added: 2,778.3] | | | $ | [removed: 2,378.3] [added: 2,647.9] | | | | [removed: 4.9] [added: 9.4] | | % | | [removed: 11.3] [added: 4.9] | | % |

| Hips | | | [removed: 1,894.9] [added: 1,967.2] | | | | [removed: 1,856.1] [added: 1,894.9] | | | | [removed: 1,750.5] [added: 1,856.1] | | | | [removed: 2.1] [added: 3.8] | | | | [removed: 6.0] [added: 2.1] | | |

| S.E.T. | | | [removed: 1,696.7] [added: 1,752.6] | | | | [removed: 1,727.8] [added: 1,696.7] | | | | [removed: 1,525.6] [added: 1,727.8] | | | | [removed: (1.8] [added: 3.3] | [removed: )] | | | [removed: 13.3] [added: (1.8] | [added: )] | |

| Other | | | [removed: 570.0] [added: 636.0] | | | | [removed: 595.5] [added: 570.0] | | | | [removed: 473.1] [added: 595.5] | | | | [removed: (4.3] [added: 11.6] | [removed: )] | | | [removed: 25.9] [added: (4.3] | [added: )] | |

The following table presents net sales by product category by geography for our Knees and Hips product [removed: categories, which represent our most significant product] categories (dollars in millions):

| United States | | $ | [removed: 1,615.0] [added: 1,770.6] | | | $ | [removed: 1,487.6] [added: 1,615.0] | | | $ | [removed: 1,382.5] [added: 1,487.6] | | | | [removed: 8.6] [added: 9.6] | | % | | [removed: 7.6] [added: 8.6] | | % |

| International | | | [removed: 1,163.3] [added: 1,267.8] | | | | [removed: 1,160.3] [added: 1,163.3] | | | | [removed: 995.8] [added: 1,160.3] | | | | [removed: 0.3] [added: 9.0] | | | | [removed: 16.5] [added: 0.3] | | |

| Total | | $ | [removed: 2,778.3] [added: 3,038.4] | | | $ | [removed: 2,647.9] [added: 2,778.3] | | | $ | [removed: 2,378.3] [added: 2,647.9] | | | | [removed: 4.9] [added: 9.4] | | | | [removed: 11.3] [added: 4.9] | | |

| United States | | $ | [removed: 960.9] [added: 1,012.3] | | | $ | [removed: 921.5] [added: 960.9] | | | $ | [removed: 881.1] [added: 921.5] | | | | [removed: 4.3] [added: 5.4] | | % | | [removed: 4.6] [added: 4.3] | | % |

| International | | | [removed: 934.0] [added: 954.9] | | | | [removed: 934.6] [added: 934.0] | | | | [removed: 869.4] [added: 934.6] | | | | [removed: (0.1] [added: 2.2] | [removed: )] | | | [removed: 7.5] [added: (0.1] | [added: )] | |

| Total | | $ | [removed: 1,894.9] [added: 1,967.2] | | | $ | [removed: 1,856.1] [added: 1,894.9] | | | $ | [removed: 1,750.5] [added: 1,856.1] | | | | [removed: 2.1] [added: 3.8] | | | | [removed: 6.0] [added: 2.1] | | |

Changes in volume and mix of product sales had [removed: a] positive [removed: effect] [added: effects] of [removed: 7.6] [added: 8.1] percent and [removed: 12.3] [added: 7.6] percent on year-over-year sales during the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

Global selling prices had negative effects of [removed: 1.0] [added: 0.6] percent and [removed: 2.1] [added: 1.0] percent on year-over-year sales during [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

[removed: In the] [added: The] majority of countries in which we [removed: operate, we] [added: operate] continue to experience pricing pressure from [added: local hospitals, health systems, and] governmental healthcare cost containment [removed: efforts and from local hospitals and health systems.][added: efforts.]

However, we have had some success in reducing the negative effects of pricing [removed: in 2022] due to internal initiatives and being able to pass some inflationary impacts on to customers.

In [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] changes in foreign currency exchange rates had [removed: a] negative [removed: effect] [added: effects] of [removed: 5.0] [added: 1.0] percent and [removed: a positive effect of 1.2] [added: 5.0] percent, respectively, on year-over-year sales.

The [removed: 4.1 percent and 9.9] [added: 6.9] percent net sales growth in the U.S. in [removed: 2022 and 2021, respectively,] [added: 2023] when compared to [removed: the prior year in each case] [added: 2022] was primarily driven by recovery in surgical procedures as COVID-19 [removed: cases subsided,] [added: caused fewer disruptions,] especially in the Knees and Hips categories.

Internationally, net sales [removed: declined by 1.5 percent in 2022 when compared to 2021 and] increased [removed: 13.5] [added: by 6.1] percent in [removed: 2021] [added: 2023] when compared to [removed: 2020.][added: 2022.]

In [removed: 2022,] [added: 2023,] our Knees and Hips net sales increased by [removed: 4.9] [added: 9.4] percent and [removed: 2.1] [added: 3.8] percent, respectively, when compared to [removed: 2021] [added: 2022] due to the recovery in elective surgical [removed: procedures] [added: procedures, improvements in our supply chain] and new product introductions.

| | | [added: 2023 | | | |] 2022 | | [added: | |] 2021 | | [removed: 2020] | | [added: 2023 vs. 2022 % Inc | | | |] 2022 vs. 2021 [added: %] Inc/(Dec) | | [removed: 2021 vs. 2020 Inc/(Dec)] | |

| Cost of products sold, excluding intangible asset amortization | | [removed: 29.1] [added: 28.2] | % | [removed: 28.7] [added: 29.1] | % | [removed: 29.8] [added: 28.7] | % | [removed: 0.4] [added: (0.9)] | % | [removed: (1.1)] [added: 0.4] | % |

| Intangible asset amortization | | 7.6 | | [removed: 7.8] [added: 7.6] | | [removed: 8.4] [added: 7.8] | | [removed: (0.2)] [added: \-] | | [removed: (0.6)] [added: (0.2)] | |

| Research and development | | [added: 6.2 | |] 5.9 | | 6.4 | | [removed: 5.3] [added: 0.3] | | (0.5) | | [removed: 1.1 | |]

| Selling, general and administrative | | [added: 38.4 | |] 39.8 | | 41.6 | | [removed: 44.3] [added: (1.4)] | | (1.8) | | [removed: (2.7) | |]

| Goodwill and intangible asset impairment | | [added: \- | |] 4.2 | | 0.2 | | [removed: 8.2] [added: (4.2)] | | 4.0 | | [removed: (8.0) | |]

| Restructuring and other cost reduction initiatives | | [added: 2.1 | |] 2.8 | | 1.8 | | [removed: 1.7] [added: (0.7)] | | 1.0 | | [removed: 0.1 | |]

| Quality remediation | | [removed: 0.5] [added: \-] | | [removed: 0.8] [added: 0.5] | | 0.8 | | [removed: (0.3)] [added: (0.5)] | | [removed: \-] [added: (0.3)] | |

| Acquisition, integration, divestiture and related | | [added: 0.3 | |] 0.2 | | \- | | [removed: 0.2] [added: 0.1] | | 0.2 | | [removed: (0.2) | |]

The following discussion and analysis should be read in conjunction with the consolidated financial statements and the corresponding notes included elsewhere in this Annual Report on Form 10-K.

Amounts reported in millions within this Annual Report on Form 10-K are computed based on the actual amounts.

As a result, the sum of the components may not equal the total amount reported in millions due to rounding.

In addition, certain columns and rows within tables may not sum to the totals due to the use of rounded numbers.

Percentages presented are calculated from the underlying unrounded amounts.

In 2023, we experienced fewer disruptions to elective surgical procedures from the COVID-19 global pandemic as compared to 2022 when the Omicron variant and staffing shortages caused widespread deferrals of procedures.

In addition, improvements in our supply chain, procedure volume recovery from patients who deferred surgical procedures related to the pandemic, new product introductions and commercial execution have contributed to our net sales growth.

Our net earnings from continuing operations were $1,024.0 million in 2023 compared to $290.2 million in 2022.

Our net earnings increased in 2023 driven by the higher net sales, favorable tax settlements and lower operating expenses.

Operating expenses declined primarily due to lower litigation-related, restructuring-related and quality remediation-related charges.

In addition, 2022 included $292.8 million of goodwill and intangible asset impairments, and a $116.6 million loss on our investment in ZimVie.

*2024 Outlook*

We expect year-over-year revenue growth of mid-single digits in 2024 to be driven by a combination of market growth, new product introductions, commercial execution and continued improvements in product supply.

We estimate operating profit will increase in 2024 when compared to 2023 due to higher net sales, leverage from fixed operating expenses and savings from our restructuring plans.

However, we estimate these favorable items may be partially offset by higher intangible asset amortization and increased restructuring-related costs to implement our plans.

We expect our provision for income taxes will increase in 2024 when compared to 2023 due to the European Union adoption of Pillar Two and the non-reoccurrence of favorable tax settlements.

Our business is seasonal in nature to some extent, as many of our products are used

| Total | | $ | 7,394.2 | | | $ | 6,939.9 | | | $ | 6,827.3 | | | | 6.5 | | | | 1.6 | | |

| | | 2023 | | | | 2022 | | | | 2021 | | | | 2023 vs. 2022 % Inc | | | | 2022 vs. 2021 % Inc/(Dec) | | | |

We saw recovery of elective surgical procedures across most of our major markets driving volume growth.

In addition, new product introductions and commercial execution contributed positively to volume and mix trends.

The 2023 International net sales increase was similarly driven by recovery in surgical procedures as COVID-19 caused fewer disruptions across most of our major markets, but volume increases were partially offset by the negative impacts of changes in foreign currency exchange rates of 2.1 percent.

Changes in foreign currency exchange rates had negative effects of 0.8 percent and 1.3 percent on 2023 Knees and Hips net sales, respectively.

S.E.T. net sales increased by 3.3 percent in 2023 when compared to 2022.

Changes in foreign currency exchange rates had a negative effect of 0.5 percent on 2023 S.E.T. net sales.

S.E.T. net sales growth was primarily driven by growth in CMFT, sports medicine and upper extremities products of 12.9 percent, 10.6 percent and 9.4 percent, respectively, partially offset by a 5.5 percent decline in trauma.

S.E.T.’s performance was also negatively impacted by unfavorable changes in reimbursement for certain restorative therapy products.

Other product category net sales increased by 11.6 percent in 2023 when compared to 2022 primarily due to higher net sales for our ROSA robot.

| | | 2023 | | 2022 | | 2021 | | 2023 vs. 2022 Inc/(Dec) | | 2022 vs. 2021 Inc/(Dec) | |

Cost of products sold, excluding intangible asset amortization, increased in 2023 compared to 2022 primarily due to higher sales.

However, as a percentage of net sales costs of products sold, excluding intangible asset amortization, declined in 2023 compared to 2022.

This decline was primarily due to volume and mix shift to higher margin products and markets, higher hedge gains recognized in the current year period as part of our hedging program and lower royalty expense.

The reduction in royalty expense was partially the result of agreements we entered into to acquire intellectual property through the buyout of certain licensing arrangements, which are recognized as intangible assets and result in additional intangible asset amortization expense instead of royalty expense.

These favorable items were partially offset by higher excess and obsolete inventory charges, inflationary cost pressures and lower average selling prices.

Intangible asset amortization expense increased in 2023 when compared to 2022 due to acquisitions we made in 2023, including intangible assets acquired from the buyout of certain royalty-related licensing agreements as described above.

| | | 2023 | | | | 2022 | | |

Research & development (“R&D”) expenses increased in both amount and as a percentage of net sales in 2023 compared to 2022.

The increases were driven by higher personnel-related costs, higher spending on our initial compliance with the European Union Medical Device Regulation, additional R&D expenses from acquisitions we made in 2023, and other R&D investments.

Selling, general & administrative (“SG&A”) expenses increased in amount, but decreased as a percentage of net sales in 2023 compared to 2022.

The increase in expenses was due to selling and distribution costs that are variable expenses which increase as net sales increase.

In addition, as of December 31, 2021, the assets and liabilities associated with these businesses are classified as assets and liabilities of discontinued operations in our consolidated balance sheet.

Certain percentages presented in this discussion and analysis are calculated from the underlying whole-dollar amounts and therefore may not recalculate from the rounded numbers used for disclosure purposes.

*Impact of the COVID-19 Global Pandemic*

Our results continue to be impacted by the COVID-19 global pandemic.

The vast majority of our net sales are derived from products used in elective surgical procedures that have typically declined during surges of the virus as governments and healthcare systems take actions in an effort to prevent the spread and provide sufficient hospital beds and other resources for COVID-19 patients.

Additionally, we believe that staffing shortages at hospitals have contributed to the deferral of elective surgical procedures.

In the year ended December 31, 2022, the Omicron variant resulted in fewer elective surgical procedures earlier in the year with recovery in procedures as the surge began to subside later in the first quarter and through the second quarter.

In the second half of 2022, procedural volumes continued to improve across most markets relative to the first half of the year.

However, in the fourth quarter we did experience more acute deferrals of elective surgical procedures in some markets, such as China, due to surges of the virus.

We continued to see the return of elective surgical procedures across most markets when compared to the prior year, which was negatively affected by a surge of the COVID-19 virus in early 2021 before vaccines were widely available and later in the year by the Delta variant.

Our net earnings, including discontinued operations, were $231.4 million in 2022 compared to $401.6 million in 2021.

In 2022, we recognized a goodwill impairment charge of $289.8 million, which was the primary driver for lower net earnings in 2022 when compared to 2021.

Other significant unfavorable items in 2022 when compared to 2021 include an unrealized investment loss of $116.6 million due to a decline in the value of our investment in ZimVie, higher restructuring-related costs as we continued to execute on our 2019 and 2021 Restructuring Plans, and higher spending on travel and other activities which started to return to pre-pandemic levels.

These unfavorable factors to net earnings were partially offset by higher net sales, hedge gains recognized from our hedging program, the favorable effects of our restructuring programs, lower litigation-related expenses, and the fact the 2021 period included a $165.1 million charge for the early extinguishment of debt and $65.0 million of charges related to certain agreements we entered into to gain access to or acquire third-party in-process research and development (“IPR&D”) projects.

*2023 Outlook*

We expect revenue growth in 2023 to be driven by a combination of market growth, procedure volume recovery from COVID-19 and new product introductions.

We believe there will continue to be some deferrals of elective surgical procedures caused by COVID-19 surges and staffing shortages, but to a lesser extent in 2023 than in 2022.

We expect that supply chain and inflation pressures will continue into 2023, but with supply chain pressure easing in the second half of the year and with inflation stable to the level experienced at the end of 2022.

We estimate our operating expenses in 2023 will be impacted by the expected non-reoccurrence of goodwill impairment charges, lower quality remediation expenses due to the completion of our remediation milestones, and lower restructuring-related expenses related to our 2019 and 2021 Restructuring Plans.

We also expect our non-operating other (expense) income, net, will decline in 2023 since the 2022 expense was primarily driven by an investment loss in the shares of ZimVie that we held following the spinoff, which shares we disposed of in February 2023.

Additionally, with sales to customers where title to product passes upon shipment, these customers may purchase items in large quantities if incentives are offered or if there are new product offerings in a market, which could cause period-to-period differences in sales.

Due to the COVID-19 global pandemic, the typical seasonal patterns did not occur in 2020 or 2021, but started to return in 2022.

Volume trends were positive in 2022 as we saw recovery of elective surgical procedures, most notably in international markets, driving volume growth in tandem with new product introductions.

In 2022, sales were negatively impacted by limitations due to global supply chain challenges.

Based upon country dynamics, volume changes varied by region in 2022.

The volume increases in 2022 were largely a product of how much the COVID-19 pandemic negatively affected the various regions in 2021.

In EMEA and Asia Pacific, deferral of elective surgical procedures were more prevalent than in the Americas in 2021.

Additionally, in Asia Pacific in 2021, China sales were negatively impacted from a combination of variables related to the implementation of a nationwide volume-based procurement (“VBP”) process.

The China VBP had a negative effect on volume due to inventory reductions by distributors and short-term deferral of procedures as patients waited to have a surgical procedure performed until after VBP pricing was effective in 2022.

The decline in 2022 was driven by the negative impacts on International sales of 11.2 percent due to changes in foreign currency exchange rates.

Absent the effect of changes in foreign currency exchange rates, most of our markets internationally experienced demand (volume and mix) growth from recovery in surgical procedures.

In 2021, our International markets experienced net sales growth from recovery in elective surgical procedures.

The increase was despite the impact of changes in foreign currency exchange rates having a negative effect of 5.0 percent and 5.9 percent on

Knees and Hips net sales, respectively.

S.E.T. net sales decreased by 1.8 percent in 2022 when compared to 2021 due to the negative effects of changes in foreign currency exchange rates, lower trauma product net sales partially due to VBP implementation and unfavorable changes in reimbursement for certain restorative therapy products.

Other product category net sales decreased by 4.3 percent in 2022 when compared to 2021 due to the negative effects of changes in foreign currency exchange rates and lower unit sales of our ROSA robots as some customers shifted to operating lease arrangements for our robots instead of purchasing them.

In 2021, all our product categories experienced net sales growth when compared to 2020 due to the recovery of elective surgical procedures.

The decline in gross margin percentage in 2022 compared to 2021 was primarily due to inflationary cost pressures, lower average selling prices and inventory charges related to products we plan to discontinue.

These unfavorable items were partially offset by hedge gains recognized in 2022 as part of our hedging program compared to hedge losses in 2021, operating leverage from volume increases, a mix shift to higher margin product sales, as well as the fact that the 2021 period experienced lower than normal production at certain facilities which resulted in fixed overhead costs being expensed immediately.

Research & development (“R&D”) expenses decreased in both amount and as a percentage of net sales in 2022 compared to 2021, primarily due to the fact that in 2021 we entered into certain agreements to gain access to or acquire third-party IPR&D projects that resulted in charges of $65.0 million.

A sensitivity analysis of changes in the fair value of foreign currency exchange forward contracts outstanding at December 31, [removed: 2022] [added: 2023] indicated that, if the U.S. Dollar uniformly strengthened or weakened in value by 10 percent relative to all currencies, with no change in the interest differentials, the fair value of those contracts would affect earnings in a range of a decrease of approximately [removed: $93] [added: $114] million to an increase of approximately [removed: $88] [added: $105] million before income taxes in periods through June [removed: 2025.][added: 2026.]

[removed: Consequently,] foreign currency exchange contracts would not subject us to material risk due to exchange rate movements because gains and losses on these contracts offset gains and losses on the assets, liabilities and transactions being hedged.

We had net assets, excluding goodwill and intangible assets, in legal entities with non-U.S. Dollar functional currencies of [removed: $1,771.5] [added: $1,854.5] million at December 31, [removed: 2022.][added: 2023.]

Based upon our overall interest rate exposure as of December 31, [removed: 2022,] [added: 2023,] a change of 10 percent in interest rates, assuming the principal amount outstanding remains constant, would not have a material effect on interest expense, net.

Consequently,

Our primary customers include orthopedic surgeons, neurosurgeons, and other specialists, [removed: hospitals,] [added: healthcare institutions,] stocking distributors, healthcare dealers and, in their capacity as agents, healthcare purchasing organizations or buying groups.

Consignment sales represented approximately 85 percent of our net sales in [removed: 2022.][added: 2023.]

No individual customer accounted for more than [removed: 1] [added: 2] percent of our net sales for [removed: 2022.][added: 2023.]

We invest a significant amount of time and expense in training sales associates in how to use specific products and how to best inform surgeons of product [removed: features] [added: uses] and [removed: uses.][added: features.]

Sales force representatives must have strong technical selling [removed: skills] and medical education [added: skills] to provide technical support for surgeons.

The U.S. [removed: accounts] [added: accounted] for approximately 95 percent of net sales in this [removed: region.][added: region in 2023.]

France, Germany, Italy, Spain and the United Kingdom (the “UK”) collectively [removed: account] [added: accounted] for approximately 55 percent of net sales in the [removed: region.][added: region in 2023.]

Japan is the largest market within this segment, accounting for approximately 50 percent of the region’s [removed: sales.][added: sales in 2023.]

Our S.E.T. product category includes sports medicine, biologics, foot and ankle, [added: upper] extremities, trauma and CMFT products.

Our foot and ankle and [added: upper] extremities products are designed to treat arthritic conditions and fractures in the foot, ankle, shoulder, elbow and wrist.

Our CMFT product division includes face and skull reconstruction products as well as products that fixate and stabilize the bones of the chest in order to facilitate healing or reconstruction after open heart surgery, trauma or for deformities of the [removed: chest.‌ Our significant S.E.T. brands include the JuggerKnot® Soft Anchor System, Gel-One® Cross-linked Hyaluronate, Comprehensive® Shoulder, Natural Nail® System, and SternaLock® System.][added: chest.]

Our other product category primarily includes our [removed: robotic,] [added: robotic technology,] surgical and bone cement products.

The rapid commercialization of [added: new data solutions, surgical techniques,] innovative new materials, biologics products, [added: and] implant and instrument designs [removed: and surgical techniques] remains one of our core strategies and continues to be an important driver of sales growth.

As of December 31, [removed: 2022,] [added: 2023,] we employed approximately [removed: 2,100] [added: 2,200] research and development employees worldwide.

Our operations, products and customers are subject to extensive government regulation by numerous government agencies, both within and outside the U.S. We are subject to supranational, national, regional and local regulations affecting, among other things, the development, design, manufacturing, product standards, packaging, advertising, promotion, labeling, marketing and [removed: postmarket] [added: post-market] surveillance of medical products and medical devices in many of the countries in which our products are sold.

U.S. Food and Drug Administration (“FDA”) regulations control all aspects of the development, manufacturing, advertising, promotion, marketing, distribution and [removed: postmarket] [added: post-market] surveillance of medical products and medical devices.

[added: The] FDA review may involve substantial delays that adversely affect the marketing and sale of our products.

[added: In] addition, exported medical products are subject to the regulatory requirements of each country to which the medical product is exported.

The European Union (the “EU”) [added: has] adopted the European Medical Device [removed: Directive] [added: Regulation] (the [removed: “MDD”),] [added: “EU MDR”),] which created a single set of medical device regulations for products marketed in all member countries.

The EU [removed: Medical Device Regulation (the “EU MDR”)] [added: MDR] took effect in May 2021, replacing the [removed: MDD.][added: European Medical Device Directive (the “MDD”).]

The EU MDR imposes significant additional premarket and [removed: postmarket] [added: post-market] requirements.

Products currently certified per the [removed: existing] MDD regulations must be certified to the new EU MDR regulation prior to [removed: the current MDD certificate expiry] [added: December 2027] or [removed: May 2024, whichever comes first.][added: December 2028, depending upon the device’s risk class.]

The new regulation, initially scheduled to be implemented in 2023, is anticipated to be delayed until [removed: 2024.][added: 2025.]

The UK, in the meantime, continues to allow [removed: product] [added: products] meeting the current EU regulations to be marketed.

Our quality management system is based upon the requirements of ISO 13485, the FDA Quality System regulations, the MDD, the EU [removed: MDR, the UK] MDR and other applicable regulations for the markets in which we sell.

We are subject to evolving supranational, national, state and international data privacy and security laws and regulations that govern the collection, use, disclosure, transfer, location, storage, disposal and protection of [added: health-related and other personal information, including laws and regulations that regulate and restrict cross-border data transfers.]

We are also subject to emerging guidance governing data security and cyber risk management for medical [removed: devices.][added: devices as well as emerging guidance relating to artificial intelligence.]

Failure to comply with any such data protection [removed: laws and] [added: laws,] regulations [added: and guidance] could result in government enforcement actions (which could include civil and/or criminal penalties), private litigation and/or adverse publicity and could negatively affect our operating results and business.

There are smaller competitors in these product categories as well [removed: who] [added: that] have success by focusing on smaller subsegments of the industry.

As of December 31, [removed: 2022,] [added: 2023,] we employed approximately 18,000 employees worldwide, including approximately [removed: 2,100] [added: 2,200] employees dedicated to research and development.

We have approximately [removed: 7,600] [added: 7,900] employees dedicated to manufacturing our products worldwide.

Respect [added: and show gratitude for] the contributions and [added: diverse] perspectives of all [removed: employees][added: team members]

As of December 31, [removed: 2022,] [added: 2023,] women made up approximately 35 percent of our total employee population, and approximately [removed: 25] [added: 26] percent of positions at Director level and above.

People of Color (“POC”) made up approximately [removed: 23] [added: 25] percent of our total employee population in the U.S., and comprised approximately [removed: 15] [added: 16] percent of positions at Director level and above.

In [removed: 2022,] [added: 2023,] our Total Recordable Incident Rate was [removed: 0.29] [added: 0.23] and our Lost Time Incident Rate was [removed: 0.11.][added: 0.13.]

The following table sets forth certain information with respect to our executive officers as of February 15, [removed: 2023.][added: 2024.]

| [removed: Bryan Hanson] [added: Ivan Tornos] | | [removed: 56] [added: 48] | | [removed: Chairman,] President and Chief Executive Officer |

| Rachel Ellingson | | [removed: 53] [added: 54] | | Senior Vice President and Chief Strategy Officer |

| Chad Phipps | | [removed: 51] [added: 52] | | Senior Vice President, General Counsel and Secretary |

| Paul Stellato | | [removed: 48] [added: 49] | | Vice President, Controller and Chief Accounting Officer |

Our ROSA® Robot is also utilized in hip procedures.

Sports medicine products represented 11 percent of our S.E.T. product category net sales in 2023.

Biologics products represented 8 percent of our S.E.T. product category net sales in 2023.

Our foot and ankle products represented 4 percent of our S.E.T. product category net sales in 2023.

Our upper extremities products represented 33 percent of our S.E.T. product category net sales in 2023.

Trauma products represented 24 percent of our S.E.T. product category net sales in 2023.

CMFT products represented 20 percent of our S.E.T. product category net sales in 2023.‌ Our significant S.E.T. brands include the JuggerKnot® Soft Anchor System, Gel-One® Cross-linked Hyaluronate, Comprehensive® Shoulder, Natural Nail® System, and SternaLock® System.

We market a collective suite of our products and technologies as the ZBEdgeTM Platform.

The ZBEdge Platform connects robotic and digital technologies together to collect data before, during and after surgery, that can deliver insights to surgeons to assist in making informed decisions on patient care.

| Mark Bezjak | | 49 | | President, Americas |

Mr. Bezjak was appointed President, Americas in September 2023.

As President, Americas, he oversees all commercial, downstream marketing and distribution activities in North America and Latin America.

Mr. Bezjak joined Zimmer Biomet in April of 2008 as Director of Corporate Sales and has held roles of increasing importance within the Company, most recently serving as President, North America, since 2021.

Prior to his work at Zimmer Biomet, Mr. Bezjak held multiple roles with Teleflex Incorporated ranging from a regional sales representative to Director of Strategic Accounts from 2000 to 2008.

He also held various sales representative roles with Michelin Tire Company from 1997 to 2000.

Prior to joining Zimmer Biomet, Ms. Ellingson served as a member of the

Previously, he served as our Executive Vice President and Chief Financial Officer since joining the Company in July 2019.

He is responsible for the sales, marketing and distribution of products, services and solutions in the Europe, Middle East and Africa region.

She has served as an independent voting

Most notably, in 2021 the Chinese government began to implement a nationwide volume-based procurement (“VBP”) process across certain of our product categories that negatively affected our net sales due to distributor inventory reductions, ongoing pricing negotiations with distributor partners, revaluation of channel inventory and volume reductions as patients deferred procedures until after VBP pricing became effective in 2022.

Due to the COVID-19 global pandemic, typical seasonal patterns were disrupted in 2020 and 2021, but started to return to normal in 2022.

In 2021, we entered the robotic assistance market for hips with our ROSA® Robot.

For information regarding a warning letter and certain Form 483 inspectional observations that we are addressing at a single Zimmer Biomet site, see Note 21 to our consolidated financial statements.

In

Industry members, EU Notified Bodies and individual EU country heath administrations have voiced concern over the lack of progress in the issuance of MDR certifications and the subsequent impact on product availability on the European market as the May 2024 deadline nears.

Subsequently the EU Commission recommended action to ensure medical device access to patients, which we expect to be detailed and forthcoming in 2023.

On January 12, 2017, we resolved previously-disclosed FCPA matters involving Biomet and certain of its subsidiaries.

As part of that settlement, we entered into a Deferred Prosecution Agreement with the DOJ, which concluded on February 9, 2021, six months following certification to the DOJ and the U.S. Securities and Exchange Commission (the “SEC”) by an independent compliance monitor that our compliance program, including its policies and procedures, is reasonably designed and implemented to prevent and detect violations of the FCPA and is functioning effectively.

health-related and other personal information, including laws and regulations that regulate and restrict cross-border data transfers.

To date, we have not experienced any significant difficulty in locating and obtaining the materials necessary to fulfill our production schedules.

Cybersecurity

We have established a cybersecurity program intended to protect the confidentiality, integrity and availability of our systems, data and products in a manner consistent with industry best practices and the NIST Cybersecurity framework.

We are currently ISO 27001 certified for our surgery planning ecosystem and continue to maintain this industry certification while expanding its scope.

The Audit Committee of the Board of Directors receives cybersecurity updates at least quarterly.

The Audit Committee considers cybersecurity risk individually and within our overall risk management framework.

We obtain periodic assessments of our cybersecurity program from independent third-party experts, the results of which assessments are reported to our Audit Committee.

Our Chief Information Security Officer (“CISO”) leads our cybersecurity program through our global information security operations team.

Our CISO reports to our Chief Information Officer, who in turn reports to our Chairman, President and Chief Executive Officer.

Under our program, cybersecurity issues are analyzed by subject matter experts, including in IT, risk and compliance, for potential financial, operational, legal, reputational and other risks, based on, among other factors, the nature of the matter and the potential breadth of impact.

Matters involving potential data breaches are considered against applicable data breach notification requirements.

Matters determined to present potential material impacts to our financial results, operations, and/or reputation are required to be immediately reported to the Audit Committee, as appropriate, in accordance with our escalation framework.

In addition, we have established procedures providing that members of management responsible for overseeing the operation of our disclosure controls and procedures are informed in a timely manner of known cybersecurity risks and incidents that may materially impact our operations and that timely public disclosure is made, as appropriate.

Our cybersecurity program includes a variety of policies, procedures and attributes including training requirements, threat monitoring and detection, threat containment, risk assessments, third-party penetration testing and security requirements for third-party vendors.

From time to time, the program adds new types of artificial intelligence and machine learning processes, techniques and procedures in an effort to combat evolving and adaptive cybersecurity threats.

Our global cybersecurity program involves strict separation of duties from other IT functional areas and has established roles that define the responsibility of cybersecurity within our organization.

Our global cybersecurity team has a process to address organizational risk through an IT risk committee to evaluate and determine the best approach to mitigate the risk internally and externally.

We maintain business continuity, contingency and recovery plans to be used if we experience a cybersecurity incident.

We refine our cybersecurity procedures, policies and

program based on a variety of factors including lessons learned from previous successful and unsuccessful cyber attacks.

Like other large multi-national corporations, we have experienced instances of successful phishing attacks on our email systems and expect to be subject to similar attacks in the future.

We also are subject to other cyber-attacks, including state-sponsored cyberattacks, industrial espionage, insider threats, computer denial-of-service attacks, computer viruses, ransomware and other malware, payment fraud or other cyber incidents.

However, as of December 31, 2022, we had not yet detected any material information security breaches.

Based on our cybersecurity program, we do not maintain dedicated cybersecurity insurance as of December 31, 2022.

We continue to evaluate our cybersecurity posture for any changes that could affect the long-term organizational strategy and adjust it based on threats globally.

Additional information regarding cybersecurity risks may be found in *Item 1A.

Risk Factors - We are increasingly dependent on sophisticated information technology and if we fail to effectively maintain or protect our information systems or data, including from data breaches, our business could be adversely affected*.

| Ivan Tornos | | 47 | | Chief Operating Officer |

He was subsequently named Chairman of the Board of Directors in May 2021.

Previously, Mr. Hanson served as Executive Vice President and President, Minimally Invasive Therapies Group of Medtronic plc from January 2015 until joining Zimmer Biomet.

For year ended December 31, [removed: 2022][added: 2023]

Registrant’s telephone number, including area code: (574) [removed: 373-3121][added: 373-3333]

Indicate by [removed: checkmark] [added: check mark] whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

The aggregate market value of shares held by non-affiliates was [removed: $22,002,934,091] [added: $30,366,867,100] (based on the closing price of these shares on the New York Stock Exchange on June 30, [removed: 2022] [added: 2023] and assuming solely for the purpose of this calculation that all directors and executive officers of the registrant are “affiliates”).

As of February [removed: 7, 2023, 208,980,256] [added: 14, 2024, 205,084,022] shares of the registrant’s $.01 par value common stock were outstanding.

| Portions of the Proxy Statement with respect to the [removed: 2023] [added: 2024] Annual Meeting of Stockholders | | Part III |

[removed: These risks, uncertainties and changes in circumstances include, but are not limited to: the effects of business disruptions such as the COVID-19 pandemic, either alone or in combination with other risks on our business and operations; the risks and uncertainties related to our ability to successfully execute our restructuring plans; control of costs and expenses; our ability to attract, retain and develop the highly skilled employees, senior management, independent agents and distributors we need to support our business; the possibility that the anticipated synergies and other benefits from mergers and acquisitions will not be realized, or will not be realized within the expected time periods; the risks and uncertainties related to our ability to successfully integrate the operations, products, employees and distributors of acquired companies; the effect of the potential disruption of management’s attention from ongoing business operations due to integration matters related to mergers and acquisitions; the effect of mergers and acquisitions on our relationships with customers, suppliers and lenders and on our operating results and businesses generally; the ability to form and implement alliances; dependence on a limited number of suppliers for key raw materials and other inputs and for outsourced activities; the risk of disruptions in the supply of materials and components used in manufacturing or sterilizing our products; supply and prices of raw materials and products; breaches or failures of our information technology systems or products, including by cyberattack, unauthorized access or theft; challenges relating to changes in and compliance with governmental laws and regulations affecting our U.S. and international businesses, including regulations of the U.S. Food and Drug Administration (“FDA”) and foreign government regulators, such as more stringent requirements for regulatory clearance of products; the outcome of government investigations; dependence on new product development, technological advances and innovation; shifts in the product category or regional sales mix of our products and services; competition; pricing pressures; changes in customer demand for our products and services caused by demographic changes or other factors; the impact of healthcare reform and cost containment measures, including efforts sponsored by government agencies, legislative bodies, the private sector and healthcare purchasing organizations, through reductions in reimbursement levels and otherwise; the impact of substantial indebtedness on our ability to service our debt obligations and/or refinance amounts outstanding under our debt obligations at maturity on terms favorable to us, or at all; changes in tax obligations arising from examinations by tax authorities and from changes in tax laws in jurisdictions where we do business, including those expected to occur as a result of the “base erosion and profit shifting” project undertaken by the Organisation for Economic Co-operation and Development and otherwise; challenges to the tax-free nature of the ZimVie Inc. (“ZimVie”) spinoff transaction and the subsequent liquidation of our retained interest in ZimVie; the risk of additional tax liability due to the recategorization of our independent agents and distributors to employees; the risk that material impairment of the carrying value of our intangible assets, including goodwill, could negatively affect our operating results; changes in general domestic and international economic conditions, including interest rate and currency exchange rate fluctuations; changes in general industry and market conditions, including domestic and international growth, inflation and currency exchange rates; the domestic and international business impact of political, social and economic instability, tariffs, trade restrictions and embargoes, sanctions, wars, disputes and other conflicts, including on our ability to operate in, export from or collect accounts receivable in affected countries; challenges relating to changes in and compliance with governmental laws and regulations affecting our U.S. and international businesses, including regulations of the FDA and foreign government regulators relating to medical products, healthcare fraud and abuse laws and data privacy and security laws; the success of our quality and operational excellence initiatives; the ability to remediate matters identified in inspectional observations or warning letters issued by the FDA and other regulators, while continuing to satisfy the demand for our products; product liability, intellectual property and commercial litigation losses; and the ability to obtain and maintain adequate intellectual property protection.][added: These risks, uncertainties and changes in circumstances include, but are not limited to: competition; pricing pressures; dependence on new product development, technological advances and innovation; changes in customer demand for our products and services caused by demographic changes, obsolescence, development of different therapies or other factors; shifts in the product category or regional sales mix of our products and services; the effects of business disruptions, either alone or in combination with other risks on our business and operations; the risks and uncertainties related to our ability to successfully execute our restructuring plans; control of costs and expenses; our ability to attract, retain and develop the highly skilled employees, senior management, independent agents and distributors we need to support our business; the possibility that the anticipated synergies and other benefits from mergers and acquisitions will not be realized, or will not be realized within the expected time periods; the risks and uncertainties related to our ability to successfully integrate the operations, products, employees and distributors of acquired companies; the effect of the potential disruption of management’s attention from ongoing business operations due to integration matters related to mergers and acquisitions; the effect of mergers and acquisitions on our relationships with customers, suppliers and lenders and on our operating results and businesses generally; the ability to form and implement alliances; dependence on a limited number of suppliers for key raw materials and other inputs and for outsourced activities; the risk of disruptions in the supply of materials and components used in manufacturing or sterilizing our products; breaches or failures of our information technology systems or products, including by cyberattack, unauthorized access or theft; challenges relating to changes in and compliance with governmental laws and regulations affecting our U.S. and international businesses, including regulations of the U.S. Food and Drug Administration (“FDA”) and other government regulators, such as more stringent requirements for regulatory clearance of products; the outcome of government investigations; the impact of healthcare reform and cost containment measures, including efforts sponsored by government agencies, legislative bodies, the private sector and healthcare purchasing organizations, through reductions in reimbursement levels, repayment demands and otherwise; the impact of substantial indebtedness on our ability to service our debt obligations and/or refinance amounts outstanding under our debt obligations at maturity on terms favorable to us, or at all; changes in tax obligations arising from examinations by tax authorities and from changes in tax laws in jurisdictions where we do business, including as a result of the “base erosion and profit shifting” project undertaken by the Organisation for Economic Co-operation and Development and otherwise; challenges to the tax-free nature of the ZimVie Inc. (“ZimVie”) spinoff transaction and the subsequent liquidation of our retained interest in ZimVie; the risk of additional tax liability due to the recategorization of our independent agents and distributors to employees; the risk that material impairment of the carrying value of our intangible assets, including goodwill, could negatively affect our operating results; changes in general domestic and international economic conditions, including interest rate and currency exchange rate fluctuations; changes in general industry and market conditions, including domestic and international growth, inflation and currency exchange rates; the domestic and international business impact of political, social and economic instability, tariffs, trade restrictions and embargoes, sanctions, wars, disputes and other conflicts, including on our ability to operate in, export to or from or collect accounts receivable in affected countries; challenges relating to changes in and compliance with governmental laws and regulations affecting our U.S. and international businesses, including regulations of the FDA and other government regulators relating to medical products, healthcare fraud and abuse laws and data privacy and security laws; the success of our quality and operational excellence initiatives; the ability to remediate matters identified in inspectional observations or warning letters issued by the FDA and other regulators, while continuing to satisfy the demand for our products; product liability, intellectual property and commercial litigation losses; and the ability to obtain and maintain adequate intellectual property protection.]

| Item 1A. | [Risk Factors](#item_1a_risk_factors) | | [removed: 14] [added: 13] |

| Item 1B. | [Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | | [removed: 26] [added: 25] |

| Item 6. | [\[Reserved\]](#item_6_reserved) | | [removed: 29] [added: 28] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market Risk](#item_7a_quantitative_qualitative_disclos) | | [removed: 38] [added: 37] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | | [removed: 93] [added: 91] |

| Item 9A. | [Controls and Procedures](#item_9a_controls_procedures) | | [removed: 93] [added: 91] |

| Item 9B. | [Other Information](#item_9b_or_information) | | [removed: 94] [added: 92] |

| Item 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_dis_reg_for_jur_t_pre_ins) | | [removed: 94] [added: 93] |

| [PART III](#part_iii) | | | [removed: 95] [added: 94] |

| Item 10. | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive_ficers_corpo) | | [removed: 95] [added: 94] |

| Item 11. | [Executive Compensation](#item_11_executive_compensation) | | [removed: 95] [added: 94] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership_certain_benef) | | [removed: 95] [added: 94] |

| Item 13. | [Certain Relationships and Related Transactions and Director Independence](#item_13_certain_relationships_related_tr) | | [removed: 95] [added: 94] |

| Item 14. | [Principal Accountant Fees and Services](#item_14_principal_accounting_fees_servic) | | [removed: 95] [added: 94] |

| [PART IV](#part_iv) | | | [removed: 96] [added: 95] |

| Item 15. | [Exhibits and Financial Statement Schedules](#item_15_exhibits_financial_statement_sch) | | [removed: 96] [added: 95] |

| Item 16. | [Form 10-K Summary](#item_16_10k_summary) | | [removed: 101] [added: 100] |

| Item 1C. | [Cybersecurity](#item_1c_cybersecurity) | | 25 |

| | | | |

Risk Management and Strategy

We have established a cybersecurity program intended to protect the confidentiality, integrity and availability of our systems, data and products in a manner consistent with industry best practices and the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework.

We are currently ISO 27001 certified for our surgery planning ecosystem and plan to continue to maintain this industry certification.

We evaluate and monitor cybersecurity risk as part of our overall enterprise risk management framework.

Our cybersecurity program includes a variety of processes to assess, identify and manage risks from cybersecurity threats arising from our own and third-party provided systems, including customized annual training requirements, simulation exercises, threat monitoring and detection tools (including those using artificial intelligence and machine learning), threat containment methods, risk assessments, third-party penetration testing and security requirements for our suppliers and other third parties.

We assess third party cybersecurity controls through a cybersecurity questionnaire and include security and privacy addenda to our contracts where applicable.

We maintain separation of duties between our cybersecurity organization and other IT functional areas as well as established roles that define the responsibility of the cybersecurity team within our organization.

Under our program, cybersecurity issues are analyzed by subject matter experts, including those in information security, information technology, risk, and other areas to evaluate potential security, financial, operational, reputational and other risks, as well as to identify any potential data breaches or other cybersecurity incidents.

Matters involving potential data breaches and other cybersecurity incidents are considered against applicable escalation and notification requirements.

We monitor and periodically enhance our cybersecurity program, processes, techniques and procedures to combat evolving and adaptive cybersecurity threats.

We engage third parties to enhance and strengthen our cybersecurity program, to provide additional capabilities and support and to provide annual independent assessments and evaluations of our cybersecurity program.

Third parties also provide managed services for security operations, incident response, vulnerability remediation consulting, security remediation services, patching, and external audit services.

Like other large multi-national corporations, we regularly experience cybersecurity incidents, and we expect to continue to be subject to such incidents.

To date, there have not been any previous cybersecurity incidents that materially affected us.

However, we are subject to ongoing risks from cybersecurity threats that could materially affect us, including our business strategy, results of operations, or financial condition, as further described in *Item 1A.

Risk Factors - We are dependent on sophisticated information technology and if we fail to effectively maintain or protect our information systems or data, including from data breaches and cybersecurity events, our business could be adversely affected.*

Governance

The Audit Committee of the Board of Directors oversees our cybersecurity program.

It considers cybersecurity risk individually and within our overall risk management framework.

We obtain periodic assessments of our cybersecurity program from independent third party experts, the results of which assessments are reported to the Audit Committee.

Additionally, cybersecurity threats and incidents determined through our cybersecurity program to present potential material impacts to our financial results, operations, and/or reputation are required to be immediately reported to the Audit Committee in accordance with our escalation framework.

Our Chief Information Security Officer (“CISO”) leads our cybersecurity program through our global information security operations team.

Our CISO has over 20 years of experience in information technology security obtained in civilian and military roles, and regularly reports on cybersecurity matters to our Audit Committee.

As of December 31, 2023, our Cybersecurity, Risk and Compliance team consisted of team members and contractors, many of whom

have advanced degrees and cybersecurity-related industry certifications.

Under the direction of our CISO, we monitor developments that could affect our long-term organizational cybersecurity strategy based on threats globally and to continually enhance our cybersecurity program in response to such developments.

We have established processes providing for timely review of cybersecurity incidents by a cross-functional subcommittee of our Disclosure Committee to evaluate such incidents for potential disclosure, and to ensure that the members of management responsible for overseeing the operation of our disclosure controls and procedures are informed of such cybersecurity risks and incidents.

This subcommittee consists of leading representatives from our information security, accounting, legal and internal audit functions and may be supplemented by other subject matter experts depending on the nature of cybersecurity incidents under review.

The subcommittee meets on a periodic and ad hoc basis to receive reports about cybersecurity incidents and our cybersecurity program.

The subcommittee escalates certain cybersecurity incidents to the Disclosure Committee within our escalation framework.

Additionally, our escalation framework requires that any cybersecurity incidents determined to be material be immediately reported to the Audit Committee.

We own or lease approximately [removed: 280] [added: 300] different facilities around the world, of which approximately half are in the U.S. Our corporate headquarters is in Warsaw, Indiana.

Warsaw, Indiana is also home to our most significant manufacturing, research and development [removed: (“R&D”),] [added: (“R&D”)] and other business activities for our Knees, Hips and S.E.T. product divisions.

Our most significant locations outside of the U.S. are in Switzerland, Ireland, [removed: the U.K.,] China, and Puerto Rico.

Our common stock is traded on the New York Stock Exchange and the SIX Swiss Exchange under the symbol “ZBH.” As of February [removed: 7, 2023,] [added: 6, 2024,] there were approximately [removed: 14,540] [added: 13,587] holders of record of our common stock.

The graph below shows the cumulative total stockholder return on our common stock compared to the S&P 500 Stock [removed: Index,] [added: Index and] the S&P 500 Health Care Equipment [removed: Index and the common stock of a selected group of peer issuers (the “Peer Group”).][added: Index.]

The chart assumes $100 was invested on December 31, [removed: 2017] [added: 2018] in Zimmer Biomet common stock and each index and that dividends were reinvested.

[removed: ][added: ]

| Company/Index | | [removed: 2017 | | | |] 2018 | | | | 2019 | | | | 2020 | | | | 2021 | | | | 2022 | | | [added: | 2023 | | |]

The following table summarizes repurchases of common stock settled during the three months ended December 31, [removed: 2022:][added: 2023:]

| Zimmer Biomet Holdings, Inc. | | $ | 100.00 | | | $ | 145.38 | | | $ | 150.84 | | | $ | 125.16 | | | $ | 130.55 | | | $ | 125.57 | |

| S&P 500 Stock Index | | | 100.00 | | | | 131.49 | | | | 155.68 | | | | 200.37 | | | | 164.08 | | | | 207.21 | |

| S&P 500 Health Care Equipment Index | | | 100.00 | | | | 129.32 | | | | 152.12 | | | | 181.56 | | | | 147.32 | | | | 160.64 | |

| October 2023 | | | \- | | | $ | \- | | | | \- | | | $ | 591,700,271 | |

| November 2023 | | | 1,610,580 | | | | 111.44 | | | | 1,610,580 | | | | 412,214,066 | |

| December 2023 | | | 2,160,287 | | | | 118.69 | | | | 2,160,287 | | | | 155,805,204 | |

| Total | | | 3,770,867 | | | $ | 115.60 | | | | 3,770,867 | | | $ | 155,805,204 | |

The Peer Group is a group of publicly traded companies, including other large healthcare equipment and services companies, life sciences services companies and companies with whom we compete for business and for executive talent, which companies we use as a market reference point for performance comparisons, executive compensation levels, equity usage and incentive plan design and industry trend analysis.

The Peer Group is selected by our Compensation and Management Development Committee from time to time, most recently in May 2022, and currently consists of the following issuers: Agilent Technologies, Inc.; Align Technology, Inc.; Baxter International Inc.; Becton Dickinson and Company; Boston Scientific Corporation; DexCom, Inc.; Edwards Lifesciences Corporation; Hologic, Inc.; Intuitive Surgical, Inc.; Laboratory Corporation of America Holdings; Quest Diagnostics Incorporated; Stryker Corporation; Teleflex Incorporated; and The Cooper Companies, Inc. We have selected the Peer Group to replace the S&P 500 Health Care Equipment Index because we believe it better reflects our relative market performance and to provide consistency in evaluating our relative executive compensation practices.

| Zimmer Biomet Holdings, Inc. | | $ | 100.00 | | | $ | 86.69 | | | $ | 126.03 | | | $ | 130.77 | | | $ | 108.51 | | | $ | 113.18 | |

| S&P 500 Stock Index | | | 100.00 | | | | 95.62 | | | | 125.72 | | | | 148.85 | | | | 191.58 | | | | 156.88 | |

| S&P 500 Health Care Equipment Index | | | 100.00 | | | | 116.24 | | | | 150.32 | | | | 176.83 | | | | 211.05 | | | | 171.25 | |

| Peer Group | | | 100.00 | | | | 112.39 | | | | 147.56 | | | | 171.63 | | | | 208.11 | | | | 165.99 | |

| October 2022 | | | \- | | | $ | \- | | | | \- | | | $ | 1,000,000,000 | |

| November 2022 | | | \- | | | | \- | | | | \- | | | | 1,000,000,000 | |

| December 2022 | | | 1,185,064 | | | | 126.58 | | | | 1,185,064 | | | | 850,000,131 | |

| Total | | | 1,185,064 | | | $ | 126.58 | | | | 1,185,064 | | | $ | 850,000,131 | |

| [Consolidated Statements of Earnings for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#consolidated_statements_earnings)] [added: 2021](#consolidated_statements_earnings)] | | [removed: 44] [added: 43] |

| [Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#consolidated_statements_comprehensive_in)] [added: 2021](#consolidated_statements_comprehensive_in)] | | [removed: 45] [added: 44] |

| [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#consolidated_balance_sheets)] [added: 2022](#consolidated_balance_sheets)] | | [removed: 46] [added: 45] |

| [Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#consolidated_statements_stockholders_equ)] [added: 2021](#consolidated_statements_stockholders_equ)] | | [removed: 47] [added: 46] |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#consolidated_statements_cash_flows)] [added: 2021](#consolidated_statements_cash_flows)] | | [removed: 48] [added: 47] |

| [Notes to Consolidated Financial Statements](#notes_to_consolidated_financial_statemen) | | [removed: 49] [added: 48] |

We have audited the accompanying consolidated balance sheets of Zimmer Biomet Holdings, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of earnings, of comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

[removed: Management] [added: We] estimated the fair value of the EMEA [removed: and Americas CMFT] reporting [removed: units] [added: unit] based on income and market approaches.

Fair value under the market approach utilized the guideline public company methodology, which uses valuation indicators from publicly-traded companies that are similar to [removed: the] [added: our] EMEA [added: reporting unit] and [removed: Americas CMFT] [added: considers differences between our] reporting [removed: units.][added: unit and the comparable companies.]

As described in Notes 2 and 17 to the consolidated financial statements, the Company has recorded tax liabilities for unrecognized tax benefits with a consolidated balance of [removed: $521.0] [added: $391.9] million as of December 31, [removed: 2022.][added: 2023.]

| | | 2022 | | | | 2021 | | | | [removed: 2020 | | |]

| Net Sales | | $ | [removed: 6,939.9] [added: 7,394.2] | | | $ | [removed: 6,827.3] [added: 6,939.9] | | | $ | [removed: 6,127.5] [added: 6,827.3] | |

| Cost of products sold, excluding intangible asset amortization | | | [removed: 2,019.5] [added: 2,083.8] | | | | [removed: 1,960.4] [added: 2,019.5] | | | | [removed: 1,824.3] [added: 1,960.4] | |

| Intangible asset amortization | | | [removed: 526.8] [added: 561.5] | | | | [removed: 529.5] [added: 526.8] | | | | [removed: 512.1] [added: 529.5] | |

| Research and development | | | [removed: 406.0] [added: 458.7] | | | | [removed: 435.8] [added: 406.0] | | | | [removed: 322.8] [added: 435.8] | |

| Selling, general and administrative | | | [removed: 2,761.7] [added: 2,838.9] | | | | [removed: 2,843.4] [added: 2,761.7] | | | | [removed: 2,712.7] [added: 2,843.4] | |

| Goodwill and intangible asset impairment | | | [removed: 292.8] [added: \-] | | | | [removed: 16.3] [added: 292.8] | | | | [removed: 503.0] [added: 16.3] | |

| Restructuring and other cost reduction initiatives | | | [removed: 191.6] [added: 151.9] | | | | [removed: 125.7] [added: 191.6] | | | | [removed: 107.2] [added: 125.7] | |

| Quality remediation | | | [removed: 33.8] [added: \-] | | | | [removed: 52.8] [added: 33.8] | | | | [removed: 50.9] [added: 52.8] | |

| Acquisition, integration, divestiture and related | | | [removed: 11.4] [added: 21.7] | | | | [removed: 3.1] [added: 11.4] | | | | [removed: 11.4] [added: 3.1] | |

| Operating expenses | | | [removed: 6,243.6] [added: 6,116.5] | | | | [removed: 5,967.0] [added: 6,243.6] | | | | [removed: 6,044.4] [added: 5,967.0] | |

| Operating Profit | | | [removed: 696.3] [added: 1,277.7] | | | | [removed: 860.3] [added: 696.3] | | | | [removed: 83.1] [added: 860.3] | |

| Other (expense) income, net | | | [removed: (128.0] [added: (9.3] | ) | | | [removed: 12.2] [added: (128.0] | [added: )] | | | [removed: 23.8] [added: 12.2] | |

| Interest expense, net | | | [removed: (164.8] [added: (201.2] | ) | | | [removed: (208.4] [added: (164.8] | ) | | | [removed: (212.1] [added: (208.4] | ) |

| Loss on early extinguishment of debt | | | \- | | | | [removed: (165.1] [added: \-] | [removed: )] | | | [removed: \-] [added: (165.1] | [added: )] |

| Earnings [removed: (loss)] from continuing operations before income taxes | | | [removed: 403.5] [added: 1,067.3] | | | | [removed: 499.0] [added: 403.5] | | | | [removed: (105.2] [added: 499.0] | [removed: )] |

| Provision [removed: (benefit)] for income taxes from continuing operations | | | [removed: 112.3] [added: 42.2] | | | | [removed: 53.5] [added: 112.3] | | | | [removed: (96.0] [added: 53.5] | [removed: )] |

| Net Earnings [removed: (Loss)] from Continuing Operations | | | [removed: 291.2] [added: 1,025.1] | | | | [removed: 445.5] [added: 291.2] | | | | [removed: (9.2] [added: 445.5] | [removed: )] |

| Less: Net earnings attributable to noncontrolling interest | | | [removed: 1.0] [added: 1.1] | | | | [removed: 0.5] [added: 1.0] | | | | [removed: 1.5] [added: 0.5] | |

| Net Earnings [removed: (Loss)] from Continuing Operations of Zimmer Biomet Holdings, Inc. | | | [removed: 290.2] [added: 1,024.0] | | | | [removed: 445.0] [added: 290.2] | | | | [removed: (10.7] [added: 445.0] | [removed: )] |

| Loss from Discontinued Operations, Net of Tax | | | [removed: (58.8] [added: \-] | [removed: )] | | | [removed: (43.4] [added: (58.8] | ) | | | [removed: (128.2] [added: (43.4] | ) |

| Net Earnings [removed: (Loss)] of Zimmer Biomet Holdings, Inc. | | $ | [removed: 231.4] [added: 1,024.0] | | | $ | [removed: 401.6] [added: 231.4] | | | $ | [removed: (138.9] [added: 401.6] | [removed: )] |

| Basic Earnings [removed: (Loss)] Per Common Share | | | | | | | | | | | | |

| Earnings [removed: (Loss)] from Continuing Operations | | $ | [removed: 1.38] [added: 4.91] | | | $ | [removed: 2.14] [added: 1.38] | | | $ | [removed: (0.05] [added: 2.14] | [removed: )] |

| Loss from Discontinued Operations | | | [removed: (0.28] [added: \-] | [removed: )] | | | [removed: (0.21] [added: (0.28] | ) | | | [removed: (0.62] [added: (0.21] | ) |

February 23, 2024

| Loss from Discontinued Operations | | | \- | | | | (0.28 | ) | | | (0.21 | ) |

| | | 2023 | | | | 2022 | | |

(in millions, except per share amounts)

| Net earnings | | | \- | | | | \- | | | | \- | | | | 1,024.0 | | | | \- | | | | \- | | | | \- | | | | 1.1 | | | | 1,025.1 | |

| Stock compensation plans | | | 1.2 | | | | \- | | | | 193.6 | | | | 1.3 | | | | \- | | | | \- | | | | 1.0 | | | | \- | | | | 195.8 | |

| Embody, Inc acquisition consideration | | | 1.2 | | | | 0.1 | | | | 150.4 | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | 150.5 | |

| Share repurchases | | | \- | | | | \- | | | | (2.3 | ) | | | \- | | | | \- | | | | (5.8 | ) | | | (696.1 | ) | | | \- | | | | (698.4 | ) |

| Balance December 31, 2023 | | | 316.2 | | | $ | 3.2 | | | $ | 9,846.1 | | | $ | 10,384.5 | | | $ | (191.0 | ) | | | (110.6 | ) | | $ | (7,562.3 | ) | | $ | 7.7 | | | $ | 12,488.1 | |

| Acquisition of intellectual property rights | | | (86.4 | ) | | | \- | | | | (8.4 | ) |

| Other investing activities | | | 11.8 | | | | (65.4 | ) | | | (19.6 | ) |

| Net (payments) proceeds on revolving facilities | | | (325.0 | ) | | | 375.0 | | | | \- | |

We disposed of our remaining shares of ZimVie in February 2023.

Amounts reported in millions within these notes to the consolidated financial statements are computed based on the actual amounts.

As a result, the sum of the components may not equal the total amount reported in millions due to rounding.

In addition, certain columns and rows within tables may not sum to the totals due to the use of rounded numbers.

Percentages presented are calculated from the underlying unrounded amounts.

See Note 5 for additional information regarding these restructuring programs.

We have also initiated other cost reduction and optimization projects that have the goal of reducing costs across the organization.

We disposed of our remaining shares of ZimVie in February 2023.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures, which is an amendment to ASC Topic 280 - Segment Reporting.

The ASU requires more detailed and disaggregated segment information, including the disclosure of significant segment expense categories and amounts for each reportable segment.

The ASU also requires certain annual disclosures to also be made in interim periods.

The guidance will be applied retrospectively unless retrospective adoption is impracticable.

We are currently evaluating the impact this ASU will have on our financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which is an amendment to topic ASC 740 - Income Taxes.

The ASU improves the transparency of income tax disclosures by requiring greater disaggregated information about an entity’s effective tax rate reconciliation and requiring additional disclosures and disaggregation of income taxes, among other amendments to improve the effectiveness of income tax disclosures.

The ASU is effective for fiscal years beginning after December 15, 2024.

The guidance will be applied prospectively with an option to apply the guidance retrospectively.

Early adoption of this ASU is permitted.

We are currently evaluating the impact this ASU will have on our financial statements and disclosures.

In the years ended December 31, 2023 and 2022, we recognized a gain of $2.5 and a loss of $116.6 million, respectively, related to our investment in ZimVie.

The transfer of our ZimVie common shares as part of the settlement resulted in a $49.1 million noncash financing activity for the year ended December 31, 2023.

The fair value of the Forward Exchange Agreement as of

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

In December 2023, our management approved a new global restructuring program (the “2023 Restructuring Plan”) intended to optimize our cost base and drive greater efficiencies throughout the company.

The 2023 Restructuring Plan is expected to result in total pre-tax restructuring charges of approximately $100 million.

The pre-tax restructuring charges consist of employee termination benefits, and other charges, such as consulting fees.

The expenses incurred under our 2023 Restructuring Plan are reported in our “Restructuring and other cost reduction initiatives” financial statement line item.

*Goodwill Impairment Assessment - EMEA and Americas CMFT Reporting Units*

As described in Notes 2 and 11 to the consolidated financial statements, the Company’s consolidated goodwill balance was $8,580.2 million as of December 31, 2022, and the goodwill associated with the EMEA and Americas CMFT reporting units represents a portion of the consolidated goodwill balance.

Management performs an impairment test in the fourth quarter of each year or whenever events or changes in circumstances indicate that the fair value of the reporting unit is more likely than not below its carrying amount.

Potential impairment of a reporting unit is identified by comparing the reporting unit’s estimated fair value to its carrying amount.

The annual goodwill impairment test resulted in an impairment charge of $289.8 million related to the EMEA reporting unit, which represented all of the remaining goodwill.

Fair value under the income approach was determined by discounting to present value the estimated future cash flows of the reporting unit.

Significant assumptions are incorporated into the discounted cash flow analysis such as forecasted net sales, revenue growth rates, forecasted operating expenses and risk-adjusted discount rates.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the EMEA and Americas CMFT reporting units is a critical audit matter are (i) the significant judgment by management when estimating the fair value of the reporting units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to forecasted net sales, forecasted operating expenses and risk-adjusted discount rate for the EMEA reporting unit and revenue growth rates, forecasted operating expenses and risk-adjusted discount rate for the Americas CMFT reporting unit; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Company’s reporting units.

These procedures also included, among others (i) testing management’s process for developing the estimated fair value of the EMEA and Americas CMFT reporting units; (ii) evaluating the appropriateness of the discounted cash flow analysis; (iii) testing the completeness and accuracy of the underlying data used in the discounted cash flow analysis; and (iv) evaluating the reasonableness of the significant assumptions used by management in the discounted cash flow analysis related to forecasted net sales, forecasted operating expenses and risk-adjusted discount rate for the EMEA reporting unit and revenue growth rates, forecasted operating expenses and risk-adjusted discount rate for the Americas CMFT reporting unit.

Evaluating management’s assumptions related to forecasted net sales, revenue growth rates and forecasted operating expenses involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the EMEA and Americas CMFT reporting units, where applicable; (ii) the consistency with external data from market and industry sources; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating the

appropriateness of the Company’s discounted cash flow analysis and the reasonableness of the risk-adjusted discount rate assumptions.

February 24, 2023

(in millions)

| Prepaid taxes | | | 198.4 | | | | 326.7 | |

| Current assets of discontinued operations | | | \- | | | | 501.6 | |

| Noncurrent assets of discontinued operations | | | \- | | | | 1,276.8 | |

| Current liabilities of discontinued operations | | | \- | | | | 177.2 | |

| Noncurrent liabilities of discontinued operations | | | \- | | | | 168.4 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance January 1, 2020 | | | 309.9 | | | $ | 3.1 | | | $ | 8,920.1 | | | $ | 10,427.3 | | | $ | (241.9 | ) | | | (103.9 | ) | | $ | (6,720.5 | ) | | $ | 4.7 | | | $ | 12,392.8 | |

| Net loss | | | \- | | | | \- | | | | \- | | | | (138.9 | ) | | | \- | | | | \- | | | | \- | | | | 1.5 | | | | (137.4 | ) |

| Adoption of new accounting standard | | | \- | | | | \- | | | | \- | | | | (3.1 | ) | | | \- | | | | \- | | | | \- | | | | \- | | | | (3.1 | ) |

| Acquisition of noncontrolling interest | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | (1.0 | ) | | | (1.0 | ) |

| Stock compensation plans | | | 1.5 | | | | \- | | | | 201.5 | | | | 0.5 | | | | \- | | | | 0.1 | | | | 0.9 | | | | \- | | | | 202.9 | |

| Investments in other assets | | | (65.4 | ) | | | (28.0 | ) | | | (19.8 | ) |

| Proceeds from multicurrency revolving facility | | | 595.0 | | | | \- | | | | \- | |

| Payments on multicurrency revolving facility | | | (220.0 | ) | | | \- | | | | \- | |

| Net cash flows from unremitted collections from factoring programs | | | \- | | | | \- | | | | (53.0 | ) |

*Risks and Uncertainties* - Our results have been and may continue to be impacted by the COVID-19 global pandemic.

The vast majority of our net sales are derived from products used in elective surgical procedures which continue to be deferred to some extent due to precautions in certain markets and staffing shortages.

The consequences of COVID-19 and its related effects continue to be extremely fluid and there are many market dynamics that are difficult to predict.

Although the effects of the COVID-19 pandemic on our operating results continue to subside, the pandemic could still have an unfavorable effect on our financial position, results of operations and cash flows in the near term.

As of December 31, 2021, the assets and liabilities associated with these businesses are classified as assets and liabilities of discontinued operations in the consolidated balance sheet.

These estimates have considered the impact the COVID-19 pandemic may have on our financial position, results of operations and cash flows.

Expenses incurred related to shipping and handling of products are reflected in selling,

In December 2019, our Board of Directors approved, and we initiated, a new global restructuring program with an objective of reducing costs to allow us to further invest in higher priority growth opportunities.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, [removed: 2022,] [added: 2023,] the end of the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on their assessment, management has concluded that, as of December 31, [removed: 2022,] [added: 2023,] the Company’s internal control over financial reporting is effective based on those criteria.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, audited the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] and issued an unqualified opinion thereon as stated in their report, which appears under Item 8 of this Annual Report on Form 10-K.

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the fourth quarter of [removed: 2022,] [added: 2023,] the Audit Committee of our Board of Directors approved the engagement of PricewaterhouseCoopers LLP, our independent registered public accounting firm, to perform certain [removed: non-audit] [added: audit, audit related and tax] services.

*Audit and Other Services*

*Trading Plan Arrangements*

During the three-month period ended December 31, 2023, no members of our Board of Directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, amended or terminated any contract, instruction or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement, as defined in rules of the Securities and Exchange Commission.

*Change in Control Severance Agreement Amendments*

Because we are filing this Annual Report on Form 10-K within four business days after the triggering event, we are making the following disclosure under this Item 9B instead of filing a Current Report on Form 8-K under Item 1.01, Entry into a Material Definitive Agreement and Item 5.02, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers:

As part of the ongoing evaluation of its executive compensation programs, the Compensation and Management Development Committee of the Board of Directors of the Company reviewed the existing forms of Change in Control Severance Agreement for executive officers and approved certain modifications to the Change in Control Severance Agreements with executive officers that were entered into subsequent to 2009, in order to better conform to observed peer competitor practice.

Therefore, effective as of February 19, 2024, the Company (or one of its subsidiaries) entered into: (i) an Amendment to Change in Control Severance Agreement (the “U.S. Amendment”) with each of Ivan Tornos, President and Chief Executive Officer of the Company, and Suketu Upadhyay, the Company’s Chief Financial Officer and Executive Vice President - Finance, Operations and Supply Chain, the form of which U.S. Amendment is attached hereto as Exhibit 10.51; (ii) an Amendment to Change in Control Severance Agreement (the “Swiss Amendment”) with Wilfred van Zuilen, Group President, Europe, Middle East and Africa, the form of which Swiss Amendment is attached hereto as Exhibit 10.52; and (iii) a Deed of Amendment (the “Hong Kong Amendment”; together with the U.S. Amendment and Swiss Amendment, the “Amendments”) with Sang Yi, Group President, Asia Pacific, the form of which Hong Kong Amendment is attached hereto as Exhibit 10.53.

Messrs.

Tornos, Upadhyay, van Zuilen and Yi are referred to as the “Executives.”

The Executives’ underlying Change in Control Severance Agreements provide for certain payments to an Executive if their employment is terminated in certain circumstances in connection with a change in control of the Company, and also imposes limits on such payments.

Prior to the Amendments, the Executives’ Change in Control Severance Agreements provided that, if amounts payable to an Executive under the Change in Control Severance Agreement or otherwise in connection with a change in control would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise Tax”), then the value of those payments would be reduced to the extent necessary so that the payments would not trigger that Excise Tax.

The Amendments modify this provision so that, if amounts payable to an Executive under the Change in Control Severance Agreement or otherwise in connection with a change in control would be subject to the Excise Tax, then the value of those payments will either (i) be reduced to the extent necessary so that the payments will not trigger that Excise Tax, or (ii) be paid in full, depending on which course of action would result in the better net after-tax result for the Executive, taking into account the Excise Tax and any other applicable tax.

Other than the Amendments, the Executives’ Change in Control Severance Agreements continue in effect without further change.

Copies of the forms of the U.S. Amendment, Swiss Amendment and Hong Kong Amendment are filed as Exhibits 10.51, 10.52 and 10.53, respectively, hereto and incorporated by reference.

This summary does not purport to be

complete and is subject to and qualified in its entirety by reference to the full text of each of the forms of Amendment.

*Disclosure Pursuant to Section 13(r) of the Exchange Act*

Section 13(r) of the Exchange Act requires an issuer to disclose in its annual or quarterly reports if it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to parties subject to sanctions administered by OFAC within the United States Department of the Treasury, whether or not such activities are prohibited or sanctionable under United States law.

On March 2, 2021, the United States government designated the Russian Federal Security Service (the “FSB”) as a blocked party under Executive Order 13382.

On the same day, OFAC updated General License No. 1B (the “OFAC General License”), which generally authorizes certain licensing, permitting, certification, notification and related transactions with the FSB as may be required pursuant to Russian encryption product import controls for the importation, distribution or use of certain information technology products and radio frequency technology products in the Russian Federation.

As required under Russian law and as permitted under the OFAC General License, one of our subsidiaries in Russia periodically files notifications with or applies for import licenses and permits from the FSB on our behalf in connection with the importation of our products into Russia.

These notification and licensing activities are free of charge, and none of our gross revenue or net profits are attributable to such activities.

We expect to continue to file notifications with and apply for import licenses and permits from the FSB to qualify our products for importation and distribution in the Russian Federation to the extent required under Russian law, but only so long as such notification and licensing activities are authorized by the OFAC General License, any successor general license or other authorization issued by OFAC.

During the fourth quarter of 2022, we filed one notification with the FSB as described above.

Information required by this item is incorporated by reference from our definitive Proxy Statement for the annual meeting of stockholders to be held on May [removed: 12, 2023] [added: 10, 2024] (the [removed: “2023] [added: “2024] Proxy Statement”).

Information required by this item is incorporated by reference from our [removed: 2023] [added: 2024] Proxy Statement.

Information required by this item is incorporated by reference from our [removed: 2023] [added: 2024] Proxy Statement.

Information required by this item is incorporated by reference from our [removed: 2023] [added: 2024] Proxy Statement.

Information required by this item is incorporated by reference from our [removed: 2023] [added: 2024] Proxy Statement.

(2) Financial [removed: Statement] [added: Statements] Schedule

| Year Ended December 31, 2021 | | [added: $] | 58.6 | | | [added: $] | 12.4 | | | [added: $] | (9.0 | ) | | [added: $] | (1.9 | ) | | [added: $] | 60.1 | |

| Year Ended December 31, 2021 | | [added: $] | 527.3 | | | [added: $] | (2.6 | ) | | [added: $] | (61.5 | ) | [removed: (2)] [added: (1)] | [added: $] | (3.1 | ) | | [added: $] | 460.1 | |

| Year Ended December 31, 2022 | | | 460.1 | | | | 3.0 | | | | 2.0 | | [removed: (2)] [added: (1)] | | (1.9 | ) | | | 463.2 | |

| 3.2 | | [Restated Bylaws of Zimmer Biomet Holdings, Inc., effective December 14, [removed: 2022](https://www.sec.gov/Archives/edgar/data/1136869/000095017023004264/zbh-ex3_2.htm)] [added: 2022 (incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K filed February 24, 2023)](https://www.sec.gov/Archives/edgar/data/1136869/000095017023004264/zbh-ex3_2.htm)] |

| 4.1 | | [Description of Securities Registered under Section 12 of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/1136869/000095017023004264/zbh-ex4_1.htm)] [added: 1934 (incorporated by reference to Exhibit 4.1 to the Registrant's Annual Report on Form 10-K filed February 24, 2023)](https://www.sec.gov/Archives/edgar/data/1136869/000095017023004264/zbh-ex4_1.htm)] |

| [removed: 4.16] [added: 4.17] | | [Form of [removed: 3.700%] [added: 1.164%] Notes due [removed: 2023] [added: 2027] (incorporated by reference to Exhibit [removed: 4.15 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312518087778/d657056dex42.htm)] [added: 4.16 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312519293426/d796220dex42.htm)] |

| [removed: 4.17] [added: 4.16] | | [Sixth Supplemental Indenture, dated as of November 15, 2019, between Zimmer Biomet Holdings, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed November 15, 2019)](https://www.sec.gov/Archives/edgar/data/1136869/000119312519293426/d796220dex42.htm) |

| [removed: 4.18] [added: 4.20] | | [Form of [removed: 1.164%] [added: 3.050%] Notes due [removed: 2027] [added: 2026] (incorporated by reference to Exhibit [removed: 4.17 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312519293426/d796220dex42.htm)] [added: 4.19 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312520080651/d869142dex42.htm)] |

| [removed: 4.19] [added: 4.18] | | [Agency Agreement, dated as of November 15, 2019, by and between Zimmer Biomet Holdings, Inc., as issuer, Elavon Financial Services DAC, UK Branch, as paying agent, U.S. Bank National Association, as transfer agent and](https://www.sec.gov/Archives/edgar/data/1136869/000119312519293426/d796220dex43.htm) |

| [removed: 4.20] [added: 4.19] | | [Seventh Supplemental Indenture, dated as of March 20, 2020, between Zimmer Biomet Holdings, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed March 20, 2020](https://www.sec.gov/Archives/edgar/data/1136869/000119312520080651/d869142dex42.htm)) |

| 4.21 | | [Form of [removed: 3.050%] [added: 3.550%] Notes due [removed: 2026] [added: 2030] (incorporated by reference to Exhibit [removed: 4.20] [added: 4.19] above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312520080651/d869142dex42.htm) |

| [removed: 4.22] [added: 4.23] | | [Form of [removed: 3.550%] [added: 1.450%] Notes due [removed: 2030] [added: 2024] (incorporated by reference to Exhibit [removed: 4.20 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312520080651/d869142dex42.htm)] [added: 4.22 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312521340365/d226882dex42.htm)] |

| [removed: 4.23] [added: 4.22] | | [Eighth Supplemental Indenture, dated as of November 24, 2021, between Zimmer Biomet Holdings, Inc. and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed November 24, 2021)](https://www.sec.gov/Archives/edgar/data/1136869/000119312521340365/d226882dex42.htm) |

| 4.24 | | [Form of [removed: 1.450%] [added: 2.600%] Notes due [removed: 2024] [added: 2031] (incorporated by reference to Exhibit [removed: 4.23] [added: 4.22] above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312521340365/d226882dex42.htm) |

| [removed: 4.25] [added: 4.26] | | [Form of [removed: 2.600%] [added: 5.350%] Notes due [removed: 2031] [added: 2028] (incorporated by reference to Exhibit [removed: 4.23 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312521340365/d226882dex42.htm)] [added: 4.25 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312523287490/d939721dex42.htm)] |

| 10.8* | | [Offer Letter, dated as of [removed: December 18, 2017,] [added: August 21, 2023,] by and between Zimmer Biomet Holdings, Inc. and [removed: Bryan C. Hanson] [added: Ivan Tornos] (incorporated by reference to Exhibit 10.1 to the [removed: Registrant’s] [added: Registrant's] Current Report on Form 8-K filed [removed: December 21, 2017)](https://www.sec.gov/Archives/edgar/data/1136869/000119312517376624/d520208dex101.htm)] [added: August 22, 2023)](https://www.sec.gov/Archives/edgar/data/1136869/000119312523217504/d535846dex101.htm)] |

| [removed: 10.9*] [added: 10.21*] | | [removed: [Change] [added: [Form of Change] in Control Severance Agreement with [removed: Bryan C. Hanson] [added: Chad F. Phipps] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.13] to the Registrant’s [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K] filed [removed: December 21, 2017)](https://www.sec.gov/Archives/edgar/data/1136869/000119312517376624/d520208dex102.htm)] [added: February 27, 2009)](https://www.sec.gov/Archives/edgar/data/1136869/000095015209001918/c48761exv10w13.htm)] |

| 10.10* | | [Chief Executive Officer Confidentiality, [removed: Intellectual Property,] Non-Competition and Non-Solicitation [removed: Agreement with Bryan C. Hanson] [added: Agreement, dated as of August 21, 2023, by and between Zimmer Biomet Holdings, Inc. and Ivan Tornos] (incorporated by reference to Exhibit 10.3 to the [removed: Registrant’s] [added: Registrant's] Current Report on Form 8-K filed [removed: December 21, 2017)](https://www.sec.gov/Archives/edgar/data/1136869/000119312517376624/d520208dex103.htm)] [added: August 22, 2023)](https://www.sec.gov/Archives/edgar/data/1136869/000119312523217504/d535846dex103.htm)] |

| [removed: 10.11*] [added: 10.17*] | | [Offer Letter [removed: by and] between Zimmer Biomet Holdings, Inc. and [removed: Ivan Tornos] [added: Suketu Upadhyay] dated [removed: as of October 11, 2018] [added: June 13, 2019] (incorporated by reference to Exhibit [removed: 10.10] [added: 10.1] to the Registrant’s [removed: Annual] [added: Current] Report on Form [removed: 10-K] [added: 8-K] filed [removed: February 26, 2019)](https://www.sec.gov/Archives/edgar/data/1136869/000156459019004283/zbh-ex1010_237.htm)] [added: June 19, 2019)](https://www.sec.gov/Archives/edgar/data/1136869/000119312519176552/d769142dex101.htm)] |

| [removed: 10.12*] [added: 10.11*] | | [Form of Change in Control Severance Agreement with Rachel Ellingson, Paul Stellato, [removed: Ivan Tornos,] Suketu Upadhyay and Lori Winkler (incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed February 26, 2019)](https://www.sec.gov/Archives/edgar/data/1136869/000156459019004283/zbh-ex1011_350.htm) |

| [removed: 10.13*] [added: 10.12*] | | [Form of Confidentiality, Non-Competition and Non-Solicitation Agreement with [removed: Ivan Tornos,] Suketu Upadhyay, Rachel Ellingson and Lori Winkler (incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K filed February 26, 2019)](https://www.sec.gov/Archives/edgar/data/1136869/000156459019004283/zbh-ex1012_349.htm) |

| [removed: 10.14*] [added: 10.13*] | | [Swiss Employment Agreement by and between Zimmer GmbH and Wilfred van Zuilen dated as of May 5, 2021 (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed August 3, 2021)](https://www.sec.gov/Archives/edgar/data/1136869/000156459021040242/zbh-ex104_152.htm) |

| [removed: 10.15*] [added: 10.14*] | | [Offer Letter by and between Zimmer Biomet Holdings, Inc. and Wilfred van Zuilen dated as of May 5, 2021 (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed August 3, 2021)](https://www.sec.gov/Archives/edgar/data/1136869/000156459021040242/zbh-ex105_153.htm) |

| [removed: 10.16*] [added: 10.15*] | | [Change in Control Severance Agreement by and between Zimmer GmbH and Wilfred van Zuilen (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed August 3, 2021)](https://www.sec.gov/Archives/edgar/data/1136869/000156459021040242/zbh-ex106_151.htm) |

| [removed: 10.17*] [added: 10.16*] | | [Confidentiality, Non-Competition and Non-Solicitation Agreement by and between Zimmer GmbH and Wilfred van Zuilen (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed August 3, 2021)](https://www.sec.gov/Archives/edgar/data/1136869/000156459021040242/zbh-ex107_150.htm) |

| [removed: 10.18*] [added: 10.23*] | | [Offer Letter [added: by and] between Zimmer Biomet Holdings, Inc. and [removed: Suketu Upadhyay] [added: Paul Stellato] dated [removed: June 13, 2019] [added: as of April 5, 2022] (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed [removed: June 19, 2019)](https://www.sec.gov/Archives/edgar/data/1136869/000119312519176552/d769142dex101.htm)] [added: May 16, 2022)](https://www.sec.gov/Archives/edgar/data/1136869/000119312522150863/d338788dex101.htm)] |

| [removed: 10.19*] [added: 10.18*] | | [Letter of Appointment by and between Zimmer Asia (HK) Limited and Sang Yi dated June 15, 2020 (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed August 5, 2020)](https://www.sec.gov/Archives/edgar/data/1136869/000156459020036314/zbh-ex107_159.htm) |

| [removed: 10.20*] [added: 10.19*] | | [Change in Control Severance Agreement with Sang Yi dated June 15, 2020 (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed August 5, 2020)](https://www.sec.gov/Archives/edgar/data/1136869/000156459020036314/zbh-ex106_158.htm) |

| [removed: 10.21*] [added: 10.20*] | | [Confidentiality, Non-Competition and Non-Solicitation Agreement with Sang Yi dated June 15, 2020 (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed August 5, 2020)](https://www.sec.gov/Archives/edgar/data/1136869/000156459020036314/zbh-ex105_160.htm) |

| 10.22* | | [Form of [removed: Change in Control Severance] [added: Confidentiality, Non-Competition and Non-Solicitation] Agreement with Chad F. Phipps (incorporated by reference to Exhibit [removed: 10.13] [added: 10.3] to the Registrant’s [removed: Annual] [added: Current] Report on Form [removed: 10-K] [added: 8-K] filed [removed: February 27, 2009)](https://www.sec.gov/Archives/edgar/data/1136869/000095015209001918/c48761exv10w13.htm)] [added: June 26, 2015)](https://www.sec.gov/Archives/edgar/data/1136869/000119312515237276/d948441dex103.htm)] |

| [removed: 10.23*] [added: 10.24*] | | [Form of Confidentiality, Non-Competition and Non-Solicitation Agreement with [removed: Chad F. Phipps] [added: Paul Stellato] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] to the Registrant’s Current Report on Form 8-K filed [removed: June 26, 2015)](https://www.sec.gov/Archives/edgar/data/1136869/000119312515237276/d948441dex103.htm)] [added: May 16, 2022)](https://www.sec.gov/Archives/edgar/data/1136869/000119312522150863/d338788dex104.htm)] |

| [removed: 10.24*] [added: 10.41] | | [removed: [Offer Letter] [added: [Tax Matters Agreement, dated as of March 1, 2022,] by and between Zimmer Biomet Holdings, Inc. and [removed: Paul Stellato dated as of April 5, 2022] [added: ZimVie Inc.] (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed [removed: May 16, 2022)](https://www.sec.gov/Archives/edgar/data/1136869/000119312522150863/d338788dex101.htm)] [added: March 1, 2022)](https://www.sec.gov/Archives/edgar/data/1136869/000119312522061356/d650132dex101.htm)] |

| [removed: 10.25*] [added: 10.30*] | | [Form of [removed: Confidentiality, Non-Competition and Non-Solicitation] [added: Indemnification] Agreement with [removed: Paul Stellato] [added: Non-Employee Directors and Officers] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.1] to the Registrant’s Current Report on Form 8-K filed [removed: May 16, 2022)](https://www.sec.gov/Archives/edgar/data/1136869/000119312522150863/d338788dex104.htm)] [added: July 31, 2008)](https://www.sec.gov/Archives/edgar/data/1136869/000095013708009963/c33992exv10w1.htm)] |

| [removed: 10.26*] [added: 10.25*] | | [Restated Zimmer Biomet Holdings, Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed August 6, 2018)](https://www.sec.gov/Archives/edgar/data/1136869/000156459018019495/zbh-ex101_107.htm) |

| [removed: 10.27*] [added: 10.26*] | | [Amendment to Restated Zimmer Biomet Holdings, Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed May 5, 2022)](https://www.sec.gov/Archives/edgar/data/1136869/000156459022018250/zbh-ex101_12.htm) |

| [removed: 10.28*] [added: 10.27*] | | [Zimmer Biomet Holdings, Inc. Amended Stock Plan for Non-Employee Directors, as amended May 14, 2021 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed May 20, 2021)](https://www.sec.gov/Archives/edgar/data/1136869/000119312521167789/d568447dex102.htm) |

| [removed: 10.29*] [added: 10.28*] | | [Form of Restricted Stock Unit Award Letter under the Zimmer Biomet Holdings, Inc. Stock Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K filed February 29, 2016)](https://www.sec.gov/Archives/edgar/data/1136869/000119312516485039/d112646dex1023.htm) |

| [removed: 10.30*] [added: 10.32*] | | [Zimmer Biomet Holdings, Inc. [removed: Deferred Compensation] [added: 2009 Stock Incentive] Plan [removed: for Non-Employee Directors, as amended] [added: (As Amended on] May 14, [removed: 2021] [added: 2021)] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.1] to the Registrant’s Current Report on Form 8-K filed May 20, [removed: 2021)](https://www.sec.gov/Archives/edgar/data/1136869/000119312521167789/d568447dex103.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/1136869/000119312521167789/d568447dex101.htm)] |

| [removed: 10.31*] [added: 10.42] | | [removed: [Form] [added: [Employee Matters Agreement, dated as] of [removed: Indemnification Agreement with Non-Employee Directors] [added: March 1, 2022, by] and [removed: Officers] [added: between Zimmer Biomet Holdings, Inc. and ZimVie Inc.] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Registrant’s Current Report on Form 8-K filed [removed: July 31, 2008)](https://www.sec.gov/Archives/edgar/data/1136869/000095013708009963/c33992exv10w1.htm)] [added: March 1, 2022)](https://www.sec.gov/Archives/edgar/data/1136869/000119312522061356/d650132dex102.htm)] |

| Year Ended December 31, 2023 | | | 78.4 | | | | 5.1 | | | | (5.1 | ) | | | (3.3 | ) | | | 75.1 | |

| Year Ended December 31, 2023 | | | 463.2 | | | | (3.1 | ) | | | 3.7 | | (1) | | 0.8 | | | | 464.6 | |

| 10.51* | | [Form of Amendment to Change in Control Severance Agreement with Ivan Tornos, Suketu Upadhyay, Rachel Ellingson, Lori Winkler and Paul Stellato](https://www.sec.gov/Archives/edgar/data/1136869/000095017024019353/zbh-ex10_51.htm) |

| 10.52* | | [Amendment to Change in Control Severance Agreement dated February 19, 2024 between Zimmer GmbH and Wilfred van Zuilen](https://www.sec.gov/Archives/edgar/data/1136869/000095017024019353/zbh-ex10_52.htm) |

| 10.53* | | [Deed of Amendment dated February 19, 2024 between Zimmer Asia (HK) Limited and Sang-Uk Yi](https://www.sec.gov/Archives/edgar/data/1136869/000095017024019353/zbh-ex10_53.htm) |

| 10.54* | | [Form of Change in Control Severance Agreement with Mark Bezjak](https://www.sec.gov/Archives/edgar/data/1136869/000095017024019353/zbh-ex10_54.htm) |

| 97.1 | | [Zimmer Biomet Holdings, Inc. Compensation Recovery Policy, effective October 2, 2023](https://www.sec.gov/Archives/edgar/data/1136869/000095017024019353/zbh-ex97_1.htm) |

| Year Ended December 31, 2020 | | $ | 46.3 | | | $ | 19.1 | | | $ | (8.3 | ) | (1) | $ | 1.5 | | | $ | 58.6 | |

| Year Ended December 31, 2020 | | $ | 529.6 | | | $ | (2.0 | ) | | $ | (3.1 | ) | (2) | $ | 2.8 | | | $ | 527.3 | |

Includes the $2.1 cumulative-effect adjustment related to the adoption of ASU 2016-13, Financial Instruments – Credit Losses (Topic 326).

(2)

| 10.50 | | [Reverse Transition Manufacturing and Supply Agreement, dated as of March 1, 2022, by and between Zimmer, Inc. and ZimVie Inc. (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed March 1, 2022)](https://www.sec.gov/Archives/edgar/data/1136869/000119312522061356/d650132dex107.htm) |

| 10.53 | | [364-Day Revolving Credit Agreement, dated as of August 19, 2022, among Zimmer Biomet Holdings, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed August 22, 2022)](https://www.sec.gov/Archives/edgar/data/1136869/000119312522226467/d374379dex102.htm) |

| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |

| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |

| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document |

| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |

| | | | | [removed: *Chairman, President] [added: *President] and Chief Executive Officer* |

| /s/ [removed: Bryan Hanson] [added: Ivan Tornos] | | [removed: Chairman, President and] [added: President,] Chief Executive Officer [added: and Director] | | February [removed: 24, 2023] [added: 23, 2024] |

| [removed: Bryan Hanson] [added: Ivan Tornos] | | (Principal Executive Officer) | | |

| /s/ Suketu Upadhyay | | [added: Chief Financial Officer and] Executive Vice President [added: - Finance, Operations] and [removed: Chief Financial Officer] [added: Supply Chain] | | February [removed: 24, 2023] [added: 23, 2024] |

| /s/ Paul Stellato | | Vice President, Controller and Chief Accounting | | February [removed: 24, 2023] [added: 23, 2024] |

| /s/ Christopher Begley | | Director | | February [removed: 24, 2023] [added: 23, 2024] |

| /s/ Betsy Bernard | | Director | | February [removed: 24, 2023] [added: 23, 2024] |

| /s/ Michael Farrell | | Director | | February [removed: 24, 2023] [added: 23, 2024] |

| /s/ Robert Hagemann | | Director | | February [removed: 24, 2023] [added: 23, 2024] |

| /s/ Arthur Higgins | | Director | | February [removed: 24, 2023] [added: 23, 2024] |

| /s/ Maria Teresa Hilado | | Director | | February [removed: 24, 2023] [added: 23, 2024] |

| /s/ Syed Jafry | | Director | | February [removed: 24, 2023] [added: 23, 2024] |

| /s/ Sreelakshmi Kolli | | Director | | February [removed: 24, 2023] [added: 23, 2024] |

| /s/ Michael Michelson | | Director | | February [removed: 24, 2023] [added: 23, 2024] |

| | | By: | | /s/ Ivan Tornos |

| Dated: February 23, 2024 | | | | Ivan Tornos |

| /s/ Louis A. Shapiro | | Director | | February 23, 2024 |

| Louis A. Shapiro | | | | |

| | | | | |

| | | By: | | /s/ Bryan Hanson |

| Dated: February 24, 2023 | | | | Bryan Hanson |