Zimmer Biomet Holdings (ZBH) 10-K risk factor changes: FY2024 vs FY2023

*We operate in a rapidly changing [added: competitive,] economic and technological environment that presents numerous risks, many of which are driven by factors that we cannot control or predict.

For example, [added: in the past] 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.

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

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

Demand for our products may change, in certain cases, in ways we may not anticipate because of evolving customer needs, changing demographics, changing industry growth rates, declines in the musculoskeletal implant market, the introduction of competing products and technologies, the emergence of alternative treatment methods, [removed: and] evolving surgical philosophies and [added: evolving] industry standards.

The success of our new and enhanced product offerings will depend on several factors, including our ability to properly identify and anticipate customer needs; commercialize new products in a timely manner; manufacture and deliver instruments and products [added: on time and] in sufficient [removed: volumes on time;] [added: volumes;] differentiate our offerings from competitors’ offerings; achieve positive clinical outcomes for new products; satisfy the increased demands by healthcare payors, providers and patients for shorter hospital stays, faster post-operative recovery and lower-cost procedures; innovate and develop new materials, product designs and surgical techniques; and provide adequate medical education relating to new products.

In addition, new materials, product designs, product enhancements and surgical techniques that we develop may not be accepted [removed: quickly,] [added: quickly or at all, or] in some or all markets, because of, among other factors, the need for regulatory clearance, entrenched patterns of clinical [removed: practice] [added: practice, competitive factors] and uncertainty with respect to third-party reimbursement.

Our success largely depends on our ability to attract, retain, develop and motivate our human capital, including our senior management, [added: key employees] and [added: key third parties, and] on our ability to have meaningful succession plans in place to prepare for foreseen and unforeseen changes.

Our future performance [removed: depends, in large part,] [added: depends] on the continued skills, experiences, competencies and services of our senior [removed: management] [added: management, key employees] and [removed: other] key [removed: talent, including] [added: third parties (including independent distributors and sales agents), and] our ability to attract, retain, develop and motivate [removed: our highly skilled employees, senior management, independent agents and distributors.][added: such talent.]

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

Our ability to attract and retain key [removed: talent, in particular senior management,] [added: employee and third-party talent] is dependent on a number of factors, including prevailing market conditions, our ability to offer competitive compensation [removed: packages and] [added: packages,] our ability to be perceived as a preferred place to [removed: work.][added: work and the contract terms we offer to third parties.]

unforeseen risks and liabilities associated with businesses acquired, including any unknown vulnerabilities in acquired [removed: technology or] [added: technology,] compromises of acquired [removed: data;] [added: data or noncompliance with data privacy requirements;] and/or

Interruption of manufacturing [added: or distribution] operations could adversely affect our business, financial condition and results of operations.

Damage to one or more facilities [added: or related operations] 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), 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 impediments, international sanctions, wars or other factors could adversely affect the ability to manufacture and distribute our products.

We have experienced such interruptions [removed: previously,] [added: previously (including in connection with our enterprise resource planning system implementation which negatively impacted distribution of our products),] and we may experience such interruptions in the future.

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

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

We also provide [added: contract] sterilization services to certain of our customers.

To the extent we or our contract sterilizers are [added: or may become] unable to sterilize our products or provide sterilization services to [added: us or to] our customers, whether caused by [removed: capacity, availability] [added: insufficient capacity; unavailability] of materials for [removed: sterilization, and] [added: sterilization;] regulatory or other restrictions on the use of [added: certain sterilizing methods such as use of] ethylene [removed: oxide] [added: oxide; the bankruptcy] or [added: other financial constraints of the sterilizer (as we experienced with respect to one sterilization supplier in 2024); 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 [added: and our business partners] are dependent on sophisticated information technology and if we fail to effectively maintain or protect our information systems and data, including from cybersecurity events, our business could be adversely affected.

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 and [removed: third-party systems for maintenance and other purposes.][added: third]

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

Like other large multi-national corporations, we [added: and the third parties with whom we contract] regularly experience cyber attacks, [added: certain of which (including email phishing attacks on our email systems) have been successful,] and we expect to continue to be subject to such attacks.

Evolving artificial intelligence and machine learning [added: tools] continue to improve the capabilities of cyber attackers.

If we [added: (or third parties with whom we contract)] fail to maintain or protect our information systems and data integrity effectively, we could:

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

We will continue to dedicate significant resources to protect against unauthorized access to our systems and work with government authorities to detect and reduce the risk of future cyber incidents; however, [removed: cyber-attacks] [added: cyber attacks] are becoming more sophisticated, frequent and adaptive.

[removed: Any significant breakdown, intrusion, breach, interruption, corruption or destruction of these systems] could have a material adverse effect on our business and reputation and could materially adversely affect our results of operations and financial condition.

Business [added: interruptions] and [removed: economic conditions] [added: disruptions] 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 impacts are uncertain and unpredictable.

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

[removed: Many] [added: Additionally, certain] of [removed: these employees, agents] [added: our key employees] and [removed: distributors] [added: third parties] have [added: detailed knowledge of our products and instruments and have] developed professional relationships with existing and potential customers [removed: because of the agents’ detailed knowledge of products and instruments.][added: due to this knowledge.]

[removed: A loss of a significant number] [added: Any] of [removed: our marketing employees, agents or distributors] [added: these factors] could have a material adverse effect on our [removed: business] [added: business, prospects, financial condition] and results of operations.

For example, China has implemented [removed: a] volume-based procurement (“VBP”) [removed: process] [added: processes] designed to reduce medical spending, which [removed: has] [added: have] in the past resulted in, and could in the future result in, reduced margins on covered devices and products, required renegotiation of distributor arrangements, and incurrence of inventory-related charges.

Similarly, the Italian Public Administration has implemented a [removed: Pay Back Law] [added: “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 [removed: are challenging.][added: have challenged, and a “Fund for the Government of Medical Devices” applicable to revenues relating to medical devices, large medical equipment and in vitro diagnostic devices commencing in 2024, which assessment we have also challenged.]

Pricing pressure continues due to consolidation among healthcare providers, trends toward managed care, the shift toward governments becoming the primary payors of healthcare expenses, reductions in reimbursement levels and [removed: government laws and regulations relating to reimbursement and pricing generally.]

We incurred substantial additional indebtedness in connection with previous mergers and [removed: acquisitions] [added: acquisitions, may incur additional substantial indebtedness in connection with future mergers] and [added: acquisitions, and] may not be able to meet all of our [removed: debt obligations,] [added: current] and [removed: interest rate risk could adversely affect our indebtedness.][added: future debt obligations.]

We incurred substantial [removed: additional] indebtedness in connection with previous mergers and [added: acquisitions, and may incur substantial additional indebtedness in connection with future mergers and] acquisitions.

At December 31, [removed: 2023,] [added: 2024,] our total indebtedness was [removed: $5.8] [added: $6.2] billion.

As of December 31, [removed: 2023,] [added: 2024,] our debt service principal obligations (excluding interest, leases and equipment notes), during the next 12 months are expected to be $0.9 billion.

Tax law changes in certain foreign jurisdictions in which we operate conforming to Pillar Two of the base erosion and profit shifting plan (“Pillar Two”) undertaken by the Organisation for Economic Co-operation and Development [removed: will] [added: began to] take effect in 2024.

that could affect the frequency, progressions or symptoms of diseases and conditions that our products treat.

We rely on certain employees and third parties for research and development; operations; quality assurance; and the distribution, marketing and sales of our products.

If we fail to retain our senior management, key employees and key third parties, our revenue and profitability may decline, and our business may be otherwise adversely affected.

Recent legal and regulatory changes may affect our ability to enforce post-termination obligations from certain employees and third parties with respect to non-competition, non-solicitation and protection of confidential information, which may negatively impact our ability to retain employees and third-party distributors and to protect our information and relationships with our customers.

Changes in the terms and conditions of employment or engagement, such as the availability of remote and hybrid work programs, benefit and perquisite programs and engagement on an employee or independent contractor basis, may affect our ability to attract and retain key talent.

Effective succession planning for senior management, key employees and key third parties (including independent distributors and sales agents) is also important to our long-term success.

Failure to ensure orderly transitions involving senior management, key employees and key third parties, as well as inadequate transfer of knowledge, customer relationships and other know-how, could adversely affect our business and financial results.

demand in some instances.

Challenges integrating, transitioning and implementing a new enterprise resource planning ("ERP") system have adversely affected our business and operations, and may in the future have further adverse effects.

As a result of technology initiatives, changes in our system platforms and the ongoing integration of business acquisitions, we have been consolidating and integrating the ERP systems that we operate.

ERP consolidation and integration programs are highly complex, require substantial management and financial resources, and may adversely affect our ability to process and/or fulfill orders, provide customer service, send and collect invoices, manage our contracts, manage our distribution network, provide financial information or otherwise run our business, in a timely manner or at all, or without incurring additional expenses or disruption.

At the beginning of our third quarter of fiscal 2024, we began transitioning certain distribution and sales systems in the Americas to a new ERP system as part of a multi-year project.

We experienced unanticipated challenges during the transition that disrupted our ability to fulfill customer orders during the second half of fiscal 2024.

These ERP-related business interruptions caused several adverse consequences, including disruption to our ability to distribute product, difficulty in meeting customer demand, productivity declines and delays in invoicing customers, as well as causing the transition to the new ERP system to be more expensive and time-consuming than we anticipated.

In addition, some customers affected by these disruptions may have secured supply from alternative sources, and we may not be able to regain their trust and business.

Additional disruptions, delays or deficiencies in the transition, design, and implementation of this ERP system, particularly any disruptions, delays or deficiencies that impact our operations, could in the future have a material adverse effect on our business.

party systems for maintenance and other purposes.

Additionally, cybersecurity events suffered by health insurers and other third-party payors have delayed and otherwise adversely affected the demand and payment for surgical procedures and treatments involving our products and services, which adverse effects may continue, recur, and/or change in scope or magnitude in the future.

Any significant breakdown, intrusion, breach, interruption, corruption or destruction of these systems

“Buy local” initiatives have in the past resulted in, and could in the future result in, reduced demand for our products, as well as reduced margins on covered devices and products, required renegotiation of distributor arrangements and incurrence of inventory-related charges.

government laws and regulations relating to reimbursement and pricing generally.

In addition, interest rate risk could adversely affect our current and future indebtedness.

data privacy and cybersecurity requirements and labor relations laws that may add to the complexity and costs of our operations or require changes to our products or business processes;

Furthermore, political tensions between the U.S., Canada, Mexico, China and certain other countries have escalated in recent years.

Rising political tensions could reduce trade, investment and other economic activities between or among these economies.

Tariffs, trade restrictions and other trade measures could adversely affect our business and financial results.

We operate in multiple countries and maintain a complex global supply chain and distribution network which exposes us to a variety of risks from U.S. and other countries’ international trade and tariff policies.

For example, the U.S. has imposed tariffs and export controls on certain goods and products imported from China and certain other countries, which has

resulted in retaliatory tariffs by China and other countries.

Recently, the U.S. has imposed or threatened to impose additional tariffs on imports from Canada, China, Mexico and other countries, and has further threatened to impose additional tariffs on certain steel and aluminum imports; certain countries have imposed or threatened to impose retaliatory tariffs.

We cannot predict how these developments will impact us, and existing or future tariffs and trade restrictions could have a material adverse effect on our business and financial results.

Additionally, these and other tariffs and further retaliatory trade measures could result in an increase in supply chain costs that we may not be able to offset in full or in part or that may otherwise adversely impact our financial results.

Any

significant.

Effective succession planning is also important to our long-term success; failure to ensure effective transfer of knowledge and orderly transitions involving key employees could hinder our business.

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

Moreover, we are subject to the SEC’s rule regarding disclosure of the use of certain minerals, known as “conflict minerals” (tantalum, tin and tungsten (or their ores) and gold), which are mined from the Democratic Republic of the Congo and adjoining countries.

This rule could adversely affect the sourcing, availability and pricing of materials used in the manufacture of our products, which could adversely affect our manufacturing operations and our profitability.

In addition, we are incurring additional costs to comply with this rule, including costs related to determining the source of any relevant minerals, metals and other materials used in our products.

We have a complex supply chain, and we may not be able to sufficiently verify the origins of the minerals and metals used in our products through our due diligence procedures.

As a result, we may face reputational challenges with our customers and other stakeholders.

In

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

otherwise may have unpredictable effects on other risks, our business, financial or operational results which may be comparable to, or more adverse than, those we experienced in connection with the COVID-19 pandemic.

If we fail to retain the employees, independent agents and distributors upon whom we rely heavily to market our products, customers may not buy our products and our revenue and profitability may decline.

Our marketing success in the U.S. and abroad depends significantly upon our employees’, agents’ and distributors’ sales and service expertise in the marketplace.

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

complex data privacy and cybersecurity requirements and labor relations laws;

Wars and other conflicts may increase certain of these risks and may adversely affect our business and financial performance, including by limiting our ability to operate in, or export from, certain markets.

Losing access to such markets or to exports from such markets may have a material adverse effect on our business, and may limit our ability to operate, both in the affected market and globally.

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.

Health and Human Services, the SEC, the OFAC, the Bureau of Industry and Security of the U.S. Department of Commerce and state attorneys general.

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

The historical results of our spine and dental businesses have been reflected as discontinued operations in our consolidated financial statements in our 2022 results through the date of the [removed: spinoff and in the prior year periods.][added: spinoff.]

The following discussion, analysis and comparisons generally focus on the operating results for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Discussion, analysis and comparisons of the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] that are not included in this Form 10-K can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in [removed: Part II, Item 7 of] [added: Exhibit 99.1 to] our [removed: Annual] [added: Current] Report on Form [removed: 10-K for the year ended December 31, 2022.][added: 8-K filed on August 7, 2024.]

[removed: *2023] [added: *2024] Financial Highlights*

[removed: As a result, in 2023] [added: In 2024,] our net sales increased [removed: by 6.5] [added: 3.8] percent [added: when] compared to [removed: 2022.][added: 2023.]

[removed: Our] [added: In addition, our] net sales in [removed: 2023] [added: 2024] were tempered by a negative 1.0 percent effect from changes in foreign currency exchange rates.

Our net earnings [removed: from continuing operations] were [removed: $1,024.0] [added: $903.8] million in [removed: 2023] [added: 2024] compared to [removed: $290.2] [added: $1,024.0] million in [removed: 2022.][added: 2023.]

We expect year-over-year revenue growth of [removed: mid-single digits] [added: 1.0 percent to 3.5 percent] in [removed: 2024] [added: 2025] to be driven by a combination of market growth, new product [removed: introductions, commercial execution] [added: introductions] and [removed: continued improvements in product supply.][added: commercial execution.]

Based on foreign currency exchange rates at the end of [removed: 2023,] [added: 2024,] we expect foreign currency to negatively affect year-over-year net sales by approximately [removed: 0.5] [added: 1.5 percent to 2.0] percent.

We estimate operating profit will increase in [removed: 2024] [added: 2025] when compared to [removed: 2023] [added: 2024] due to higher net sales, leverage from fixed operating [removed: expenses and] [added: expenses, ongoing] savings from our restructuring [added: plans and lower employee termination and other charges from our restructuring] plans.

We review sales by two geographies, the United States and International, and by the following product categories: Knees; Hips; S.E.T. (Sports Medicine, Extremities, Trauma, Craniomaxillofacial and Thoracic); and [removed: Other.][added: Technology & Data, Bone Cement and Surgical.]

We review sales by these geographies because the underlying market trends in any particular geography tend to be similar across product categories, because we primarily sell the same products in all geographies and [added: because] many of our competitors publicly report in this manner.

[added: Our business is seasonal] in [added: 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: 2023] [added: 2024] | | [added: 2023] | | 2022 | | [removed: | | 2021 | |] [added: 2024 vs. 2023 Inc/(Dec)] | | 2023 vs. 2022 [removed: % Inc | | | | 2022 vs. 2021 %] Inc/(Dec) | | [removed: | |]

| United States | | $ | [removed: 4,288.8] [added: 4,439.0] | | | $ | [removed: 4,012.4] [added: 4,288.8] | | | $ | [removed: 3,853.9] [added: 4,012.4] | | | | [removed: 6.9] [added: 3.5] | | % | | [removed: 4.1] [added: 6.9] | | % |

| International | | | [removed: 3,105.4] [added: 3,239.6] | | | | [removed: 2,927.5] [added: 3,105.4] | | | | [removed: 2,973.4] [added: 2,927.5] | | | | [removed: 6.1] [added: 4.3] | | | | [removed: (1.5] [added: 6.1] | [removed: )] | |

| Total | | $ | [removed: 7,394.2] [added: 7,678.6] | | | $ | [removed: 6,939.9] [added: 7,394.2] | | | $ | [removed: 6,827.3] [added: 6,939.9] | | | | [removed: 6.5] [added: 3.8] | | | | [removed: 1.6] [added: 6.5] | | |

| Knees | | $ | [removed: 3,038.4] [added: 3,173.5] | | | $ | [removed: 2,778.3] [added: 3,038.4] | | | $ | [removed: 2,647.9] [added: 2,778.3] | | | | [removed: 9.4] [added: 4.4] | | % | | [removed: 4.9] [added: 9.4] | | % |

| Hips | | | [removed: 1,967.2] [added: 1,999.1] | | | | [removed: 1,894.9] [added: 1,967.2] | | | | [removed: 1,856.1] [added: 1,894.9] | | | | [removed: 3.8] [added: 1.6] | | | | [removed: 2.1] [added: 3.8] | | |

| S.E.T. | | | [removed: 1,752.6] [added: 1,865.7] | | | | [removed: 1,696.7] [added: 1,752.6] | | | | [removed: 1,727.8] [added: 1,696.7] | | | | [removed: 3.3] [added: 6.5] | | | | [removed: (1.8] [added: 3.3] | [removed: )] | |

| United States | | $ | [removed: 1,770.6] [added: 1,814.7] | | | $ | [removed: 1,615.0] [added: 1,770.6] | | | $ | [removed: 1,487.6] [added: 1,615.0] | | | | [removed: 9.6] [added: 2.5] | | % | | [removed: 8.6] [added: 9.6] | | % |

| International | | | [removed: 1,267.8] [added: 1,358.8] | | | | [removed: 1,163.3] [added: 1,267.8] | | | | [removed: 1,160.3] [added: 1,163.3] | | | | [removed: 9.0] [added: 7.2] | | | | [removed: 0.3] [added: 9.0] | | |

| Total | | $ | [removed: 3,038.4] [added: 3,173.5] | | | $ | [removed: 2,778.3] [added: 3,038.4] | | | $ | [removed: 2,647.9] [added: 2,778.3] | | | | [removed: 9.4] [added: 4.4] | | | | [removed: 4.9] [added: 9.4] | | |

| United States | | $ | [removed: 1,012.3] [added: 1,040.0] | | | $ | [removed: 960.9] [added: 1,012.3] | | | $ | [removed: 921.5] [added: 960.9] | | | | [removed: 5.4] [added: 2.7] | | % | | [removed: 4.3] [added: 5.4] | | % |

| International | | | [removed: 954.9] [added: 959.1] | | | | [removed: 934.0] [added: 954.9] | | | | [removed: 934.6] [added: 934.0] | | | | [removed: 2.2] [added: 0.4] | | | | [removed: (0.1] [added: 2.2] | [removed: )] | |

| Total | | $ | [removed: 1,967.2] [added: 1,999.1] | | | $ | [removed: 1,894.9] [added: 1,967.2] | | | $ | [removed: 1,856.1] [added: 1,894.9] | | | | [removed: 3.8] [added: 1.6] | | | | [removed: 2.1] [added: 3.8] | | |

Changes in volume and mix of product sales had [added: a] positive [removed: effects] [added: effect] of [removed: 8.1 percent and 7.6] [added: 4.2] percent on year-over-year sales [removed: during the years ended December 31, 2023 and 2022, respectively.][added: growth in 2024.]

[removed: In addition,] [added: Market growth and] new product introductions [removed: and commercial execution] contributed positively to volume and mix [removed: trends.][added: trends, but were]

Global selling prices had [removed: negative effects] [added: a positive effect] of 0.6 percent [removed: and 1.0 percent] on year-over-year sales [removed: during 2023 and 2022, respectively.][added: growth in 2024.]

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

In [removed: 2023 and 2022,] [added: 2024,] changes in foreign currency exchange rates had [added: a] negative [removed: effects] [added: effect] of 1.0 percent [removed: and 5.0 percent, respectively,] on year-over-year sales.

The [removed: 6.9] [added: 3.5] percent net sales growth in the U.S. in [removed: 2023] [added: 2024] when compared to [removed: 2022] [added: 2023] was [removed: primarily] driven by [removed: recovery in surgical procedures as COVID-19 caused fewer disruptions, especially] [added: market growth] in [removed: the Knees and] [added: our Knees,] Hips [added: and S.E.T. product] categories.

Internationally, net sales increased by [removed: 6.1] [added: 4.3] percent in [removed: 2023] [added: 2024] when compared to [removed: 2022.][added: 2023.]

The [removed: 2023] [added: 2024] International net sales increase was similarly driven by [removed: recovery] [added: market growth] in [removed: surgical procedures as COVID-19 caused fewer disruptions across] most of our [removed: major] [added: international] markets, but volume increases were partially offset by the negative impacts of changes in foreign currency exchange rates of [removed: 2.1] [added: 2.3] percent.

In [removed: 2023,] [added: 2024,] our Knees and Hips net sales increased by [removed: 9.4] [added: 4.4] percent and [removed: 3.8] [added: 1.6] percent, respectively, when compared to [removed: 2022] [added: 2023] due to [removed: the recovery in elective surgical procedures, improvements in our supply chain] [added: market growth] and new product introductions.

Changes in foreign currency exchange rates had negative effects of 0.8 percent and [removed: 1.3] [added: 1.4] percent on [removed: 2023] [added: 2024] Knees and Hips net sales, respectively.

S.E.T. net sales increased by [removed: 3.3] [added: 6.5] percent in [removed: 2023] [added: 2024] when compared to [removed: 2022.][added: 2023.]

Changes in foreign currency exchange rates had a negative effect of [removed: 0.5] [added: 0.6] percent on [removed: 2023] [added: 2024] S.E.T. net sales.

S.E.T. net sales growth was primarily driven by [added: net sales] growth in CMFT, sports medicine and upper extremities products of [removed: 12.9] [added: 14.0] percent, [removed: 10.6] [added: 13.1] percent and [removed: 9.4] [added: 6.0] percent, respectively, partially offset by a [removed: 5.5] [added: 0.5] percent decline in [removed: trauma.][added: net sales of trauma products.]

| | | [added: 2024 | | | |] 2023 | | [added: | |] 2022 | | [removed: 2021] | | [added: 2024 vs. 2023 % Inc | | | |] 2023 vs. 2022 [removed: Inc/(Dec)] [added: % Inc] | | [removed: 2022 vs. 2021 Inc/(Dec)] | |

The Current Report on Form 8-K filed on August 7, 2024 was filed solely to recast financial information and related disclosures contained in our Annual Report on Form 10-K for the year ended December 31, 2023 to reflect changes to the operating profit measures of our operating segments.

Net sales growth was driven by a combination of market growth, new product introductions, positive price realization and commercial execution across the organization.

These favorable items were negatively impacted by our transition in July 2024 to a new enterprise resource planning ("ERP") software system for a significant portion of our U.S. and Canada sales and commercial operations.

As a result of this ERP implementation, we experienced operational challenges which affected our ability to fulfill certain customer orders.

This disruption mostly affected our U.S. net sales, but our International net sales were also impacted as shipments to our international affiliates were delayed.

Shipping levels returned to similar levels that existed prior to the implementation by the end of the year.

For the full year 2024, we estimate this ERP implementation had less than a one percent impact to our net sales.

The decline in net earnings was driven by higher favorable tax settlements in 2023 compared to 2024, higher charges from our 2023 Restructuring Plan which was instituted at the end of 2023 and continued into 2024, including $84.6 million in employee termination benefits-related charges recognized in 2024, and higher intangible asset amortization.

These unfavorable items were partially offset by the net sales increase, savings from our 2023 Restructuring Plan and other initiatives, and lower research and development ("R&D") spending for initial compliance with the European Union Medical Device Regulation ("EU MDR").

*2025 Outlook (excludes any impacts from the proposed Paragon 28, Inc. acquisition)*

However, we estimate these favorable items may be partially offset by higher intangible asset amortization, higher net interest expense due to higher interest rates and a higher estimated effective tax rate due to favorable 2024 adjustments that are not expected to recur.

| Technology & Data, Bone Cement and Surgical | | | 640.3 | | | | 636.0 | | | | 570.0 | | | | 0.7 | | | | 11.6 | | |

| Total | | $ | 7,678.6 | | | $ | 7,394.2 | | | $ | 6,939.9 | | | | 3.8 | | | | 6.5 | | |

| | | 2024 | | | | 2023 | | | | 2022 | | | | 2024 vs. 2023 % Inc | | | | 2023 vs. 2022 % Inc | | | |

partially offset by the operational challenges resulting from our ERP implementation.

Market growth is being driven by an aging and active population, technological advancements, and data showcasing positive clinical outcomes among other factors.

However, net sales in the U.S. were negatively impacted by the implementation of our new ERP system which caused operational challenges in fulfilling customer orders.

Technology & Data, Bone Cement and Surgical product category net sales increased by 0.7 percent in 2024 when compared to 2023 primarily due to higher net sales for our ROSA robot in the first half of the year, but was partially offset by the operational challenges from our ERP system implementation.

The increase in amount was primarily due to a higher volume of net sales.

The increase as a percentage of net sales was due to higher manufacturing costs from inflation and other cost pressures.

The manufacturing cost increase was partially offset by lower royalty expense, volume and mix shift to higher margin products and markets, and improved pricing.

| | | 2024 | | | | 2023 | | |

| Impact from selling prices | | | 0.2 | | | | (0.2 | ) |

The decreases were driven by lower spending on our initial compliance with the EU MDR as we continue to make progress on the approvals of our products, and savings from our 2023 Restructuring Plan.

In addition, SG&A expense increased due to higher bad debt-related charges driven by a bankruptcy at a significant U.S. healthcare system, higher instrument-related costs due to new product introductions, higher litigation-related charges, a gain recognized in 2023 from the sale of an asset which did not recur in 2024, and higher spending on various strategic initiatives.

These higher expenses were partially offset by savings from our 2023 Restructuring Plan and lower performance-related expenses.

The decline in SG&A expenses as a percentage of net sales was due to many of our SG&A expenses being fixed costs that do not change as net sales increase.

Acquisition, integration, divestiture and related expenses increased in 2024 when compared to 2023 due to the acquisitions made in 2024 as well as the fact that the 2023 acquisitions only had a partial year of integration costs in 2023.

The year-over-year change was primarily due to higher losses on debt and equity security investments in 2024 when compared to 2023.

Interest expense, net, increased in 2024 when compared to 2023, primarily from higher average debt balances, higher interest rates on new debt issued in 2024 that replaced debt that matured and higher losses incurred on our fixed-to-variable interest rate swaps in 2024.

In 2024, the ETR was primarily driven by the foreign rate differential as our foreign locations have lower corporate income tax rates and net favorable impact of changes to unrecognized tax benefits.

| | | | | | | | | | | | | | | | | | | | | | | | | | | Segment Profit as a | | | | | | | | | | | |

| Americas | | $ | 4,794.8 | | | $ | 4,624.1 | | | $ | 4,295.5 | | | $ | 2,577.0 | | | $ | 2,487.1 | | | $ | 2,282.4 | | | | 53.7 | | % | | 53.8 | | % | | 53.1 | | % |

| EMEA | | | 1,691.1 | | | | 1,592.4 | | | | 1,456.5 | | | | 585.8 | | | | 538.2 | | | | 416.1 | | | | 34.6 | | | | 33.8 | | | | 28.6 | | |

| Asia Pacific | | | 1,192.8 | | | | 1,177.7 | | | | 1,187.8 | | | | 457.6 | | | | 432.3 | | | | 429.1 | | | | 38.4 | | | | 36.7 | | | | 36.1 | | |

However, operating profit as a percentage of net sales decreased slightly due to investments in instruments to support new product introductions and higher bad debt-related charges in 2024.

The increases were due to higher net sales driven by market growth and improved pricing, lower excess and obsolete inventory charges, reduced royalty expense as a result of agreements we entered into in 2023 to acquire intellectual property through the buyout of certain licensing arrangements, and lower expenses driven by our 2023 Restructuring Plan and cost savings initiatives.

The increases were due to higher net sales driven by market growth and improved pricing, reduced royalty expense as a result of agreements we entered into in 2023 to acquire intellectual property through the buyout of certain licensing arrangements, and lower expenses driven by our 2023 Restructuring Plan and cost savings initiatives.

The decline in property, plant and equipment additions in 2024 when compared to 2023 was driven by lower ERP software spend as that project is getting implemented, in addition to 2023 including investment in a corporate aircraft which did not recur in 2024.

In addition, in 2024 we paid $276.3 million related to acquisitions and $153.0 million to acquire the ownership rights or gain access to various technologies that were recognized as intangible assets.

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 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*

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 estimate our net interest expense will increase slightly due to higher interest rates.

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

| Other | | | 636.0 | | | | 570.0 | | | | 595.5 | | | | 11.6 | | | | (4.3 | ) | |

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

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.

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

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.

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

However, as a percentage of net sales intangible asset amortization in 2023 was similar to 2022 as amortization expense and net sales increased by a similar percentage.

| Lower average selling prices | | | (0.2 | ) | | | (0.3 | ) |

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.

Additionally, personnel-related costs were higher due to additional headcount investments and annual merit increases, and travel and entertainment costs were higher as we have increased these activities from lower pandemic levels.

These higher costs were partially offset by lower litigation-related charges in 2023, lower bad debt charges in 2023 as we recognized higher bad debt charges in 2022 that were partially related to the beginning of the Russia/Ukraine conflict, lower share-based compensation expense in 2023 due to the forfeiture of awards related to employee departures, and a gain recognized in 2023 from the sale of an asset.

In 2023, we did not recognize any goodwill or intangible asset impairment charges.

In 2022, we recognized a goodwill impairment charge of $289.8 million related to our EMEA reporting unit.

In 2022 and 2021, we recognized intangible asset impairment charges of $3.0 million and $16.3 million, respectively, related to IPR&D projects that we discontinued.

For more information regarding these charges, see Note 11 to our consolidated financial statements.

The 2023 Restructuring Plan is intended to further streamline the organization, to better align it with our go-to-market strategies and to reduce costs across the organization.

The 2021 Restructuring Plan is intended to further reduce costs and to reorganize our global operations in preparation for the spinoff of ZimVie.

The 2019 Restructuring Plan has an objective of reducing costs to allow us to invest in higher priority growth opportunities.

We expect restructuring and other cost reduction initiatives expense to increase in 2024 as we further implement our 2023 Restructuring Plan.

In 2023, we did not recognize any significant quality remediation expenses as we completed our remediation milestones in late 2022 that addressed inspectional observations on Form 483 and a warning letter issued by the FDA at our Warsaw North Campus facility, among other matters.

This warning letter was resolved in late 2023.

Acquisition, integration, divestiture and related expenses relate to acquisitions made in 2023 and 2022, as well as costs related to our separation with ZimVie.

The increase in these expenses in 2023 was primarily due to higher contingent consideration charges from our various acquisitions.

The year-over-year change was primarily due to a loss of $116.6 million recognized in 2022 related to our investment in ZimVie, while in 2023 we recognized a gain of $2.5 million prior to disposing of our ZimVie shares in February 2023.

Interest expense, net, increased in 2023 when compared to 2022, primarily from higher interest rates on borrowings in 2023.

In addition, in 2023 we incurred losses of $38.9 million on our fixed-to-variable interest rate swaps compared to losses of $4.0 million in 2022.

In 2022, the ETR was primarily driven by the $289.8 million goodwill impairment charge and the $116.6 million loss on our investment in ZimVie, which have no corresponding tax benefits, partially offset by favorable tax settlements and finalization of Switzerland's Federal Act on Tax Reform and AHV Financing (“TRAF”) step-up.

| | | | | | | | | | | | | | | | | | | | | | | | | | | Operating Profit as a | | | | | | | | | | | |

| Americas | | $ | 4,624.1 | | | $ | 4,295.5 | | | $ | 4,102.1 | | | $ | 1,948.9 | | | $ | 1,819.7 | | | $ | 1,726.9 | | | | 42.1 | | % | | 42.4 | | % | | 42.1 | | % |

[removed: On this basis, with respect to] cash flow hedges, changes in cash flows attributable to hedged transactions are generally expected to be offset by changes in the fair value of hedge instruments.

A sensitivity analysis of changes in the fair value of foreign currency exchange forward contracts outstanding at December 31, [removed: 2023] [added: 2024] 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: $114] [added: $85] million to an increase of approximately [removed: $105] [added: $84] million before income taxes in periods through June [removed: 2026.][added: 2027.]

[added: 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: $1,854.5] [added: $1,950.5] million at December 31, [removed: 2023.][added: 2024.]

Based upon our overall interest rate exposure as of December 31, [removed: 2023,] [added: 2024,] 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.

On this basis, with respect to

Consequently,

Consignment sales represented approximately 85 percent of our net sales in [removed: 2023.][added: 2024.]

No individual customer accounted for more than 2 percent of our net sales for [removed: 2023.][added: 2024.]

The U.S. accounted for approximately 95 percent of net sales in this region in [removed: 2023.][added: 2024.]

France, Germany, Italy, Spain and the United Kingdom (the “UK”) collectively accounted for approximately [removed: 55] [added: 50] percent of net sales in the region in [removed: 2023.][added: 2024.]

Japan is the largest market within this segment, accounting for approximately [removed: 50] [added: 45] percent of the region’s [added: net] sales in [removed: 2023.][added: 2024.]

Sports medicine products represented [removed: 11] [added: 13] percent of our S.E.T. product category net sales in [removed: 2023.][added: 2024.]

Biologics products represented [removed: 8] [added: 6] percent of our S.E.T. product category net sales in [removed: 2023.][added: 2024.]

Our foot and ankle products represented [removed: 4] [added: 3] percent of our S.E.T. product category net sales in [removed: 2023.][added: 2024.]

Our upper extremities products represented [removed: 33] [added: 32] percent of our S.E.T. product category net sales in [removed: 2023.][added: 2024.]

Trauma products represented [removed: 24] [added: 23] percent of our S.E.T. product category net sales in [removed: 2023.][added: 2024.]

CMFT products represented [removed: 20] [added: 21] percent of our S.E.T. product category net sales in [removed: 2023.‌] [added: 2024.‌] 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.

[removed: We] [added: Through our Technology & Data, Bone Cement and Surgical product category, we] market a collective suite of our products and technologies as the [removed: ZBEdgeTM] [added: ZBEdge®] Platform.

As of December 31, [removed: 2023,] [added: 2024,] we employed approximately [removed: 2,200] [added: 2,000] 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 [removed: supranational,] national, [removed: regional] [added: state] and [removed: local] [added: other] regulations affecting, among other things, the development, design, manufacturing, product standards, packaging, advertising, promotion, labeling, marketing and post-market surveillance of medical products and medical devices in many of the countries in which our products are sold.

[removed: We are also subject to foreign trade controls] administered by certain U.S. government agencies, including the Bureau of Industry and Security within the Commerce Department and the Office of Foreign Assets Control within the Treasury Department (“OFAC”).

[removed: The UK additionally is in the process] [added: These SIs will form part] of [removed: creating a] [added: the] new medical device [added: regulatory] framework (the “UK MDR”) following its exit from the European Union.

We are subject to [removed: supranational,] [added: international,] national, [removed: regional,] state and [removed: local] [added: other] laws and regulations concerning healthcare cost containment, including price regulation, competitive pricing, coverage and payment policies, comparative effectiveness reviews and other methods, including through efforts to reduce healthcare fraud and abuse, false claims and anti-kickback laws as well as the U.S. Physician Payments Sunshine Act and similar state and foreign healthcare professional payment transparency laws.

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

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

Failure to comply with any such data protection laws, [removed: regulations] [added: regulations, directives, voluntary commitments] 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.

In the global markets for our knees, hips, and S.E.T. products, our major competitors include [added: Johnson & Johnson MedTech (formerly] the DePuy Synthes Companies of Johnson & [removed: Johnson,] [added: Johnson),] Stryker Corporation and Smith & Nephew plc.

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

As of December 31, [removed: 2023,] [added: 2024,] we employed approximately [removed: 18,000] [added: 17,000] employees worldwide, including approximately [removed: 2,200] [added: 2,000] employees dedicated to research and development.

Approximately [removed: 8,000] [added: 7,000] employees are located within the U.S. and approximately 10,000 employees are located outside of the U.S., primarily throughout Europe and in Japan and China.

We have approximately [removed: 7,900] [added: 7,000] employees dedicated to manufacturing our products worldwide.

In [removed: 2023,] [added: 2024,] our Total Recordable Incident Rate was [removed: 0.23] [added: 0.30] and our Lost Time Incident Rate was [removed: 0.13.][added: 0.14.]

The following table sets forth certain information with respect to our executive officers as of February 15, [removed: 2024.][added: 2025.]

| Ivan Tornos | | [removed: 48] [added: 49] | | President and Chief Executive Officer |

| Mark Bezjak | | [removed: 49] [added: 50] | | President, Americas |

| Rachel Ellingson | | [removed: 54] [added: 55] | | Senior Vice President and Chief [removed: Strategy] [added: Administrative] Officer |

| Chad Phipps | | [removed: 52] [added: 53] | | Senior Vice President, General Counsel and Secretary |

| Paul Stellato | | [removed: 49] [added: 50] | | Vice President, Controller and Chief Accounting Officer |

| Suketu Upadhyay | | [removed: 54] [added: 55] | | Chief Financial Officer and Executive Vice President - Finance, Operations and Supply Chain |

| Wilfred van Zuilen | | [removed: 54] [added: 55] | | Group President, Europe, Middle East and Africa |

| Lori Winkler | | [removed: 62] [added: 63] | | Senior Vice President, Chief Human Resources Officer |

| Sang Yi | | [removed: 61] [added: 62] | | Group President, Asia Pacific |

[removed: Ms. Ellingson was appointed] [added: Prior to that, she served as] Senior Vice President and Chief Strategy Officer [removed: in] [added: since] April 2018 and was designated as an executive officer in January 2021.

[added: Prior to joining Zimmer Biomet, Ms. Ellingson served as a member of the] executive leadership team of St. Jude Medical in positions of increasing responsibility from 2012 until 2017, most recently as Vice President, Corporate Strategy from 2015 until 2017.

[removed: He joined Xylem upon its spinoff from ITT] Corporation (“ITT”) in October 2011 and served as Xylem’s Vice President Finance, Financial Planning and Analysis through August 2017.

[added: She has served as an independent voting] member of the board of directors of Family Promise, Inc., a 501(c)(3) charity focused on housing and homelessness, since August 2022.

Our ROSA® Robot is also utilized in shoulder procedures.

TECHNOLOGY & DATA, BONE CEMENT AND SURGICAL

Bone cement is used to assist with implant fixation in orthopedic surgeries.

We offer an assortment of bone cements and products for mixing and delivery.

We also offer a portfolio of surgical solutions used by healthcare institutions.

We are also subject to foreign trade controls

The UK additionally is in the process of creating secondary legislation to implement the future medical device regulations.

The first piece of the Statutory Instrument (“SI”) for post-market surveillance requirements was released in January 2025 with further SIs planned to be released later in 2025 and in 2026.

The UK, in the meantime, continues to allow products meeting the current EU regulations to be marketed through June 2028 for EU MDD and EU Active Implantable Medical Devices or through June 2030 for EU MDR devices.

voluntary commitments and guidance relating to artificial intelligence.

*Team Member Inclusion*

Our team member inclusion efforts are intended to identify, attract and retain talent for our business.

We monitor and benchmark our team member demographics at all levels of the organization.

Our eight global employee resource groups (“ERGs”) continue to have substantial participation with membership representing approximately 15 percent of our workforce.

Our ERGs also receive funding from the Zimmer Biomet Foundation, Inc. to support communities and partnerships aligned to our Mission.

| | | | | |

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

Ms. Ellingson was appointed Senior Vice President and Chief Administrative Officer in May 2024.

He joined Xylem upon its spinoff from ITT

He holds a B.S. in Finance from Albright College and an M.B.A. from the Fuqua School of Business at Duke University.

He holds the inactive designations of C.P.A. and C.M.A.

conference calls, presentations and webcasts.

This segment also includes research, development engineering, medical education and brand management for our product category headquarter locations.

OTHER

Our other product category primarily includes our robotic technology, surgical and bone cement products.

The new regulation, initially scheduled to be implemented in 2023, is anticipated to be delayed until 2025.

The UK, in the meantime, continues to allow products meeting the current EU regulations to be marketed.

*Diversity, Equity and Inclusion*

We believe that each of us as individuals can drive change every day.

We remain wholly committed to creating, supporting and celebrating diverse and equal workplaces and communities.

Together, we will continue to foster and embrace diversity and inclusion within our team and our communities, and commit our voices and our resources to community groups, business platforms and other organizations united to driving meaningful change and sustained improvement.

We believe that representation matters.

As of December 31, 2023, women made up approximately 35 percent of our total employee population, and approximately 26 percent of positions at Director level and above.

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

We have established 2026 representation goals for women and POC at all levels of the organization, guided by internal data and external benchmarking.

Core to our values is our commitment to stand together against hatred, discrimination and injustice, and we advance these values through our actions and investments.

With this in mind, we have committed to the following initiatives to drive and accelerate change both within our own organization and around the globe.

We have shared these commitments publicly and are tracking our progress against them:

Engage our 18,000 global employees in cultural awareness and inclusion programming;

Invest $1 million and provide executive sponsorship to support ongoing programs and elevate the impact of our employee resource groups;

Commit at least $5 million over five years through the Zimmer Biomet Foundation to non-profit organizations dedicated to combating racism and supporting diversity, equality and justice.

The Zimmer Biomet Foundation is an independent, non-profit organization established in 2018 to address the needs of our global community;

Match, through the Zimmer Biomet Foundation, employee financial contributions to non-profit organizations, including those dedicated to combating racism and supporting diversity, equality and justice;

Expand our student and early career internship programs to attract and develop more Black leaders; and

Continue our financial support of Movement is Life, Inc., a nonprofit multidisciplinary coalition seeking to eliminate racial, ethnic and gender disparities in muscle and joint health.

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

She has served as an independent voting

For year ended December [removed: 31, 2023][added: 31, 2024]

The aggregate market value of shares held by non-affiliates was [removed: $30,366,867,100] [added: $22,228,595,506] (based on the closing price of these shares on the New York Stock Exchange on June [removed: 30, 2023] [added: 28, 2024] and assuming solely for the purpose of this calculation that all directors and executive officers of the registrant are “affiliates”).

As of February 14, [removed: 2024, 205,084,022] [added: 2025, 199,063,164] shares of the registrant’s $.01 par value common stock were outstanding.

| Portions of the Proxy Statement with respect to the [removed: 2024] [added: 2025] Annual Meeting of Stockholders | | Part III |

[removed: 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.][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; our ability to attract, retain, develop and maintain adequate succession plans for the highly skilled employees, senior management, independent agents and distributors we need to support our business; shifts in the product category or regional sales mix of our products and services; the risks and uncertainties related to our ability to successfully execute our restructuring plans; control of costs and expenses; risks related to the satisfaction of the conditions to closing the proposed transaction with Paragon 28 (including the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all, including uncertainties as whether the stockholders of Paragon 28 will approve the proposed transaction and the possibility that the proposed transaction does not close; risks related to the ability to realize the anticipated benefits of the proposed transaction with Paragon 28, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; the risk that the businesses of Paragon 28, if the proposed transaction closes will not be integrated successfully; disruption from the proposed transaction making it more difficult to maintain business and operational relationships, including with customers, vendors, service providers, independent sales representatives, agents or agencies; the effects of business disruptions affecting us, our suppliers, customers or payors, either alone or in combination with other risks on our business and operations; 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; unplanned delays, disruptions and expenses attributable to our enterprise resource planning and other system updates; 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 (or of our business partners’ or other third parties’) information technology systems or products, including by cyberattack, unauthorized access or theft; 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. spinoff transaction and the subsequent liquidation of our retained interest in ZimVie Inc.; the risk of additional tax liability due to the recategorization of our independent agents and distributors to employees; changes in tariffs relating to imports to the U.S. and other countries; 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 U.S. Food and Drug Administration (“FDA”) and other government regulators relating to medical products, healthcare fraud and abuse laws and data privacy and cybersecurity laws; the success of our quality and operational excellence initiatives; the ability to remediate matters]

See also the section titled “Risk Factors” (refer to Part I, Item 1A of this report) for further discussion of certain risks and uncertainties that could cause actual results and events to differ materially from the forward-looking [added: statements.]

| Item 3. | [Legal Proceedings](#item_3_legal_proceedings) | | [removed: 26] [added: 27] |

| Item 4. | [Mine Safety Disclosures](#item_4_mine_safety_disclosures) | | [removed: 26] [added: 27] |

| [PART II](#part_ii) | | | [removed: 27] [added: 28] |

| Item 5. | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5_market_for_registrants_common_equ) | | [removed: 27] [added: 28] |

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

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis_f) | | [removed: 29] [added: 30] |

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

| Item 8. | [Financial Statements and Supplementary Data](#item_8_financial_statements_supplementar) | | [removed: 40] [added: 41] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | | [removed: 91] [added: 92] |

| Item 9A. | [Controls and Procedures](#item_9a_controls_procedures) | | [removed: 91] [added: 92] |

| Item 9B. | [Other Information](#item_9b_or_information) | | [removed: 92] [added: 93] |

| 3.518% Notes due 2032 | ZBH 32 | New York Stock Exchange |

identified in inspectional observations 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.

statements.

[removed: Third parties] also provide managed services for [removed: security operations,] incident response, [removed: vulnerability remediation] [added: proactive threat identification services, security architecture] consulting, security remediation services, [removed: patching,] [added: patching] and external audit services.

Risk Factors - We [added: and our business partners] are 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 and] cybersecurity events, our business could be adversely affected.*

Our [added: acting] Chief Information Security Officer (“CISO”) leads our [removed: cybersecurity program through our global information] security operations [removed: team.][added: functions.]

Our CISO has over [removed: 20] [added: 10] years of experience in information technology security obtained in civilian and military [removed: roles,] [added: roles] and [removed: regularly reports on cybersecurity matters to] our [removed: Audit Committee.][added: ITGI has over 20 years of experience in information technology and cybersecurity leadership obtained in civilian roles.]

As of December 31, [removed: 2023,] [added: 2024,] our Cybersecurity, Risk and Compliance [removed: team] [added: teams] consisted of team members and contractors, many of whom [added: have advanced degrees and cybersecurity-related industry certifications.]

Under the direction of our [added: ITGI and] 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.

Third parties

Our VP, IT Global Infrastructure (“ITGI”) leads our cybersecurity program through our global information security operations team and also leads our IT Governance, Risk and Compliance and Incident Response functions.

As part of our cybersecurity program, our CISO and/or our Chief Information and Technology Officer regularly report on cybersecurity matters to our Audit Committee.

have advanced degrees and cybersecurity-related industry certifications.

Our common stock is traded on the New York Stock Exchange and the SIX Swiss Exchange under the symbol “ZBH.” As of February [removed: 6, 2024,] [added: 10, 2025,] there were approximately [removed: 13,587] [added: 12,544] holders of record of our common stock.

The chart assumes $100 was invested on December 31, [removed: 2018] [added: 2019] in Zimmer Biomet common stock and each index and that dividends were reinvested.

[removed: ][added: ]

| Company/Index | | [removed: 2018 | | | |] 2019 | | | | 2020 | | | | 2021 | | | | 2022 | | | | 2023 | | | [added: | 2024 | | |]

The following table summarizes repurchases of common stock settled during the three months ended December 31, [removed: 2023:][added: 2024:]

(1) In [removed: February 2016,] [added: May 2024,] our Board of Directors authorized a [removed: $1.0] [added: $2.0] billion share repurchase program effective [removed: March 1, 2016,] [added: May 29, 2024,] with no expiration date.

| | | December 31, | | | | | | | | | | | | | | | | | | | | | | |

| Zimmer Biomet Holdings, Inc. | | $ | 100.00 | | | $ | 103.76 | | | $ | 86.09 | | | $ | 89.80 | | | $ | 86.38 | | | $ | 75.61 | |

| S&P 500 Stock Index | | | 100.00 | | | | 118.40 | | | | 152.39 | | | | 124.79 | | | | 157.59 | | | | 197.02 | |

| S&P 500 Health Care Equipment Index | | | 100.00 | | | | 117.63 | | | | 140.40 | | | | 113.92 | | | | 124.22 | | | | 137.81 | |

| October 2024 | | | 554,874 | | | $ | 104.62 | | | | 554,874 | | | $ | 1,249,999,420 | |

| November 2024 | | | \- | | | | \- | | | | \- | | | | 1,249,999,420 | |

| December 2024 | | | \- | | | | \- | | | | \- | | | | 1,249,999,420 | |

| Total | | | 554,874 | | | $ | 104.62 | | | | 554,874 | | | $ | 1,249,999,420 | |

| 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 | |

| [Report of Independent Registered Public Accounting Firm](#report_independent_registered_public_acc) (PCAOB ID: 238) | | [removed: 41] [added: 42] |

| [Consolidated Statements of Earnings for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#consolidated_statements_earnings)] [added: 2022](#consolidated_statements_earnings)] | | [removed: 43] [added: 44] |

| [Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#consolidated_statements_comprehensive_in)] [added: 2022](#consolidated_statements_comprehensive_in)] | | [removed: 44] [added: 45] |

| [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#consolidated_balance_sheets)] [added: 2023](#consolidated_balance_sheets)] | | [removed: 45] [added: 46] |

| [Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#consolidated_statements_stockholders_equ)] [added: 2022](#consolidated_statements_stockholders_equ)] | | [removed: 46] [added: 47] |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#consolidated_statements_cash_flows)] [added: 2022](#consolidated_statements_cash_flows)] | | [removed: 47] [added: 48] |

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

We have audited the accompanying consolidated balance sheets of Zimmer Biomet Holdings, Inc. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] appearing under Item 15(a)(2) (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

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: $391.9] [added: $241.4] million as of December 31, [removed: 2023.][added: 2024.]

The calculation of certain of the Company’s estimated tax liabilities, representing a majority of the consolidated balance, involves dealing with uncertainties in the application of complex tax laws and regulations in [removed: a multitude of] [added: numerous] jurisdictions across the Company’s global operations.

These procedures also included, among [removed: others] [added: others,] (i) evaluating the accuracy of the measurement of tax liabilities for certain unrecognized tax benefits by testing certain information used in the calculation of tax liabilities for certain unrecognized tax benefits by jurisdiction, on a sample basis; (ii) assessing the completeness of the Company’s identification of tax liabilities for unrecognized tax benefits and possible outcomes for certain unrecognized tax benefits; and (iii) evaluating the status and results of income tax audits related to certain unrecognized tax benefits with the relevant tax authorities.

| | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | |

| Net Sales | | $ | [removed: 7,394.2] [added: 7,678.6] | | | $ | [removed: 6,939.9] [added: 7,394.2] | | | $ | [removed: 6,827.3] [added: 6,939.9] | |

| Cost of products sold, excluding intangible asset amortization | | | [removed: 2,083.8] [added: 2,191.2] | | | | [removed: 2,019.5] [added: 2,083.8] | | | | [removed: 1,960.4] [added: 2,019.5] | |

| Intangible asset amortization | | | [removed: 561.5] [added: 591.9] | | | | [removed: 526.8] [added: 561.5] | | | | [removed: 529.5] [added: 526.8] | |

| Research and development | | | [removed: 458.7] [added: 437.4] | | | | [removed: 406.0] [added: 458.7] | | | | [removed: 435.8] [added: 406.0] | |

| Selling, general and administrative | | | [removed: 2,838.9] [added: 2,929.8] | | | | [removed: 2,761.7] [added: 2,838.9] | | | | [removed: 2,843.4] [added: 2,761.7] | |

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

| Restructuring and other cost reduction initiatives | | | [removed: 151.9] [added: 219.0] | | | | [removed: 191.6] [added: 151.9] | | | | [removed: 125.7] [added: 191.6] | |

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

| Acquisition, integration, divestiture and related | | | [removed: 21.7] [added: 23.6] | | | | [removed: 11.4] [added: 21.7] | | | | [removed: 3.1] [added: 11.4] | |

| Operating expenses | | | [removed: 6,116.5] [added: 6,392.9] | | | | [removed: 6,243.6] [added: 6,116.5] | | | | [removed: 5,967.0] [added: 6,243.6] | |

| Operating Profit | | | [removed: 1,277.7] [added: 1,285.7] | | | | [removed: 696.3] [added: 1,277.7] | | | | [removed: 860.3] [added: 696.3] | |

| Other [removed: (expense) income,] [added: expense,] net | | | [removed: (9.3] [added: (31.1] | ) | | | [removed: (128.0] [added: (9.3] | ) | | | [removed: 12.2] [added: (128.0] | [added: )] |

| Interest expense, net | | | [removed: (201.2] [added: (218.0] | ) | | | [removed: (164.8] [added: (201.2] | ) | | | [removed: (208.4] [added: (164.8] | ) |

| Earnings from continuing operations before income taxes | | | [removed: 1,067.3] [added: 1,036.6] | | | | [removed: 403.5] [added: 1,067.3] | | | | [removed: 499.0] [added: 403.5] | |

| Provision for income taxes from continuing operations | | | [removed: 42.2] [added: 131.4] | | | | [removed: 112.3] [added: 42.2] | | | | [removed: 53.5] [added: 112.3] | |

| Net Earnings from Continuing Operations | | | [removed: 1,025.1] [added: 905.2] | | | | [removed: 291.2] [added: 1,025.1] | | | | [removed: 445.5] [added: 291.2] | |

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

| Net Earnings from Continuing Operations of Zimmer Biomet Holdings, Inc. | | | [removed: 1,024.0] [added: 903.8] | | | | [removed: 290.2] [added: 1,024.0] | | | | [removed: 445.0] [added: 290.2] | |

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

| Net Earnings of Zimmer Biomet Holdings, Inc. | | $ | [removed: 1,024.0] [added: 903.8] | | | $ | [removed: 231.4] [added: 1,024.0] | | | $ | [removed: 401.6] [added: 231.4] | |

| Earnings from Continuing Operations | | $ | [removed: 4.91] [added: 4.45] | | | $ | [removed: 1.38] [added: 4.91] | | | $ | [removed: 2.14] [added: 1.38] | |

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

| Basic Earnings Per Common Share | | $ | [removed: 4.91] [added: 4.45] | | | $ | [removed: 1.10] [added: 4.91] | | | $ | [removed: 1.93] [added: 1.10] | |

| Earnings from Continuing Operations | | $ | [removed: 4.88] [added: 4.43] | | | $ | [removed: 1.38] [added: 4.88] | | | $ | [removed: 2.12] [added: 1.38] | |

| Diluted Earnings Per Common Share | | $ | [removed: 4.88] [added: 4.43] | | | $ | [removed: 1.10] [added: 4.88] | | | $ | [removed: 1.91] [added: 1.10] | |

February 25, 2025

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

| | | 2024 | | | | 2023 | | |

| Other long-term liabilities | | | 744.1 | | | | 925.8 | |

| Net earnings | | | \- | | | | \- | | | | \- | | | | 903.8 | | | | \- | | | | \- | | | | \- | | | | 1.5 | | | | 905.3 | |

| Other comprehensive loss | | | \- | | | | \- | | | | \- | | | | \- | | | | (71.8 | ) | | | \- | | | | \- | | | | \- | | | | (71.8 | ) |

| Cash dividends to noncontrolling interest | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | (1.0 | ) | | | (1.0 | ) |

| Stock compensation plans | | | 1.1 | | | | \- | | | | 168.6 | | | | 1.4 | | | | \- | | | | \- | | | | 1.4 | | | | \- | | | | 171.4 | |

| Embody, Inc acquisition consideration | | | 0.2 | | | | \- | | | | 23.4 | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | 23.4 | |

| Share repurchases | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | (7.8 | ) | | | (844.8 | ) | | | \- | | | | (844.8 | ) |

| Balance December 31, 2024 | | | 317.5 | | | $ | 3.2 | | | $ | 10,038.1 | | | $ | 11,095.3 | | | $ | (262.8 | ) | | | (118.4 | ) | | $ | (8,405.7 | ) | | $ | 8.1 | | | $ | 12,476.2 | |

| Acquisition of intangible assets | | | (153.0 | ) | | | (103.4 | ) | | | (29.7 | ) |

| Other investing activities | | | (36.9 | ) | | | 28.8 | | | | (35.7 | ) |

| Cash and cash equivalents, end of year | | $ | 525.5 | | | $ | 415.8 | | | $ | 375.7 | |

Where contingent milestone payments

In the years ended December 31, 2024, 2023 and 2022, we recognized losses on our investments in other debt and equity securities of $42.1 million, $18.5 million and $19.4 million, respectively.

We adopted the guidance effective for this report for the fiscal year ended December 31, 2024, and have retrospectively included any additional disclosures in the previous periods included in this report.

See Note 19 for the segment disclosure.

We will adopt this ASU for fiscal year ending December 31, 2025.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which is an amendment to topic ASC 220 - Comprehensive Income.

The ASU improves financial reporting by requiring disclosure of additional information about specific expense categories included in the expense captions presented on the income statement as well as disclosures about selling expenses.

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

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

| | | | | | | |

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

Under the expected value method, we consider the

| Technology & Data, Bone Cement and Surgical | | | 640.3 | | | | 636.0 | | | | 570.0 | |

| Additions | | | 84.6 | | | | 3.1 | | | | 13.0 | | | | 100.7 | |

| Cash payments | | | (73.9 | ) | | | (1.7 | ) | | | (12.6 | ) | | | (88.2 | ) |

| Non-cash activity | | | \- | | | | \- | | | | 1.6 | | | | 1.6 | |

| Balance, December 31, 2024 | | $ | 18.8 | | | $ | 1.4 | | | $ | 6.9 | | | $ | 27.1 | |

| Additions | | | (2.1 | ) | | | (0.1 | ) | | | 2.4 | | | | 0.2 | |

| Cash payments | | | (1.5 | ) | | | (14.8 | ) | | | (3.8 | ) | | | (20.1 | ) |

| Balance, December 31, 2024 | | $ | 0.5 | | | $ | 2.0 | | | $ | 1.4 | | | $ | 3.9 | |

approximately $400 million.

| | | Year Ended December 31, 2024 | | | | | | | | | | | | | | |

| Cost of products sold, excluding intangible asset amortization | | $ | \- | | | $ | \- | | | $ | 11.5 | | | $ | 11.5 | |

| Restructuring and other cost reduction initiatives | | | 26.4 | | | | \- | | | | 10.2 | | | | 36.6 | |

| | | $ | 26.4 | | | $ | \- | | | $ | 21.7 | | | $ | 48.1 | |

| | | Employee | | | | | | | | | | | | | | |

February 23, 2024

| Loss on early extinguishment of debt | | | \- | | | | \- | | | | (165.1 | ) |

| Income taxes payable | | | 61.2 | | | | 38.5 | |

| Long-term income tax payable | | | 273.7 | | | | 421.2 | |

| Balance January 1, 2021 | | | 311.4 | | | $ | 3.1 | | | $ | 9,121.6 | | | $ | 10,086.9 | | | $ | (297.8 | ) | | | (103.8 | ) | | $ | (6,719.6 | ) | | $ | 5.2 | | | $ | 12,199.4 | |

| Net earnings | | | \- | | | | \- | | | | \- | | | | 401.6 | | | | \- | | | | \- | | | | \- | | | | 0.5 | | | | 402.1 | |

| Other comprehensive income | | | \- | | | | \- | | | | \- | | | | \- | | | | 66.2 | | | | \- | | | | \- | | | | \- | | | | 66.2 | |

| Stock compensation plans | | | 1.4 | | | | \- | | | | 193.2 | | | | 4.1 | | | | \- | | | | \- | | | | 1.8 | | | | \- | | | | 199.1 | |

| Loss on early extinguishment of debt | | | \- | | | | \- | | | | 165.1 | |

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

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

| Deferred business combination payments | | | (4.0 | ) | | | \- | | | | (145.0 | ) |

| Cash and cash equivalents, beginning of year (includes $100.4 and $27.4 at January 1, 2022 and 2021, respectively, of discontinued operations cash) | | | 375.7 | | | | 478.5 | | | | 802.1 | |

See Note 21 for additional information about the Form 483 and warning letter.

The initial value of our investment was based upon our 19.7 percent share of the carrying value of net assets transferred to ZimVie on the separation date.

At December 31, 2022, we valued our investment at fair value based upon ZimVie's share price on that date, less a discount to reflect that the shares are not registered.

There were no accounting pronouncements that we adopted in 2023 that had a material effect on our financial position, results of operations or cash flows.

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

Early adoption of this ASU is permitted.

The distribution was made in the amount of one share of ZimVie common stock for every ten shares of our common stock owned by our stockholders at the close of business on the Record Date.

Fractional shares of ZimVie common stock were not issued but instead were aggregated and sold in the open market with the proceeds being distributed pro rata in lieu of such fractional shares.

In the fourth quarter of 2021, ZimVie entered into a credit agreement with a financial institution providing for revolving loans of up to $175.0 million and term loan borrowings of up to $595.0 million.

On February 28, 2022, prior to separation, ZimVie borrowed the entire $595.0 million available under the term loan.

Pursuant to the TSA, both we and ZimVie agree to provide certain services to each other, on an interim, transitional basis from and after the separation and the distribution.

The services include certain regulatory services, commercial services, operational services, tax services, clinical affairs services, information technology services, finance and accounting services and human resource and employee benefits services.

The remuneration to be paid for such services is generally intended to allow the company providing the services to recover all of its costs and expenses of providing such services.

The TSA will terminate on the expiration of the term of the last service provided thereunder, which will generally be no later than March 31, 2025.

Pursuant to the TMA and the Reverse TMA, Zimmer Biomet or ZimVie, as the case may be, will manufacture or cause to be manufactured certain products for the other party, on an interim, transitional basis.

Pursuant to such agreements, Zimmer Biomet or ZimVie, as the case may be, will be required to purchase certain minimum amounts of products from the other party.

Each of the TMA and the Reverse TMA has a two-year term, with a one-year extension possible upon mutual agreement of the parties.

Given our inability to exert significant influence over ZimVie, we recognized this investment at fair value in prepaid expenses and other current assets on our consolidated balance sheet.

We disposed of these shares in February 2023.

The fair value of the Forward Exchange Agreement as of

December 31, 2022 was $1.1 million and was included within prepaid expenses and other current assets on our consolidated balance sheet.

| | | | | | | | | | |

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

| Quality remediation | | | \- | | | | 0.2 | | |

Other includes sales from our Technology, Surgical and Bone Cement products.

| Other | | | 636.0 | | | | 570.0 | | | | 595.5 | |

| Cash payments | | | \- | | | | \- | | | | \- | | | | \- | |

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

Based on their assessment, management has concluded that, as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and issued an unqualified opinion thereon as stated in their report, which appears under Item 8 of this Annual Report on Form 10-K.

[removed: There] [added: Except as it relates to our ERP implementation, there] were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In July 2024 we transitioned to a new ERP software system for a significant portion of our U.S. and Canada sales and commercial operations (the "ERP implementation").

The new ERP replaced our existing order entry, fulfillment and financial systems, resulting in material changes to our business processes and internal controls.

This ERP implementation included changes to certain financial and commercial processes impacting key controls related to our internal controls over financial reporting.

We implemented and/or enhanced our internal control activities, where applicable, for any changes that occurred and we continued to monitor the impact and implemented and/or enhanced our processes, procedures, and internal control over financial reporting during the fourth quarter of 2024.

During the fourth quarter of [removed: 2023,] [added: 2024,] the Audit Committee of our Board of Directors approved the engagement of PricewaterhouseCoopers LLP, our independent registered public accounting firm, to perform certain [removed: audit,] audit related and tax services.

During the three-month period ended December 31, [removed: 2023,] [added: 2024,] 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.

[removed: Information] [added: The additional information] required by this item is incorporated by reference from our definitive Proxy Statement for [removed: the] [added: our 2025] annual meeting of stockholders [removed: to be held on May 10, 2024] (the [removed: “2024] [added: “2025] Proxy [removed: Statement”).][added: Statement”) under the captions “Corporate Governance” and “Delinquent Section 16(a) Reports.”]

We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by directors, senior management and employees.

A copy of this policy is filed as an exhibit to this Annual Report on Form 10-K.

[removed: Information] [added: The information] required by this item is incorporated by reference from our [removed: 2024] [added: 2025] Proxy [removed: Statement.][added: Statement under the captions “Executive Compensation” and “Compensation of Non-Employee Directors.”]

[removed: Information] [added: The information] required by this item is incorporated by reference from our [removed: 2024] [added: 2025] Proxy [removed: Statement.][added: Statement under the captions “Executive Compensation” and “Ownership of our Stock.”]

[removed: Information] [added: The information] required by this item is incorporated by reference from our [removed: 2024] [added: 2025] Proxy [removed: Statement.][added: Statement under the caption “Corporate Governance.”]

[removed: Information] [added: The information] required by this item is incorporated by reference from our [removed: 2024] [added: 2025] Proxy [removed: Statement.][added: Statement under the caption “Audit Committee Matters.”]

| Year Ended December 31, 2022 | | [added: $] | 60.1 | | | [added: $] | 22.5 | | | [added: $] | (7.6 | ) | | [added: $] | 3.4 | | | [added: $] | 78.4 | |

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

| 4.1 | | [Description of Securities Registered under Section 12 of the Securities Exchange Act of [removed: 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)] [added: 1934](https://www.sec.gov/Archives/edgar/data/1136869/000095017025026604/zbh-ex4_1.htm)] |

| 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 [removed: and](https://www.sec.gov/Archives/edgar/data/1136869/000119312519293426/d796220dex43.htm)] [added: and registrar, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on November 15, 2019)](https://www.sec.gov/Archives/edgar/data/1136869/000119312519293426/d796220dex43.htm)] |

| [added: 4.30] | | [removed: [registrar,] [added: [Agency Agreement, dated as of November 20, 2024, by] and [removed: Wells Fargo Bank,] [added: among Zimmer Biomet Holdings, Inc., as issuer, U.S. Bank Europe DAC, UK Branch, as paying agent, U.S. Bank Trust Company,] National Association, as [added: transfer agent and registrar, and Computershare Trust Company, N.A., as] trustee (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed [removed: on] November [removed: 15, 2019)](https://www.sec.gov/Archives/edgar/data/1136869/000119312519293426/d796220dex43.htm)] [added: 20, 2024)](https://www.sec.gov/Archives/edgar/data/1136869/000119312524262540/d846153dex43.htm)] |

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

| [removed: 4.24] [added: 4.25] | | [Form of [removed: 2.600%] [added: 5.350%] Notes due [removed: 2031] [added: 2028] (incorporated by reference to Exhibit [removed: 4.22 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312521340365/d226882dex42.htm)] [added: 4.24 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312523287490/d939721dex42.htm)] |

| [removed: 4.25] [added: 4.24] | | [Ninth Supplemental Indenture, dated as of December 1, 2023, 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 December 1, 2023)](https://www.sec.gov/Archives/edgar/data/1136869/000119312523287490/d939721dex42.htm) |

| [removed: 4.26] [added: 4.27] | | [Form of [removed: 5.350%] [added: 5.200%] Notes due [removed: 2028] [added: 2034] (incorporated by reference to Exhibit [removed: 4.25 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312523287490/d939721dex42.htm)] [added: 4.26 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312524201328/d819738dex42.htm)] |

| [removed: 10.10*] [added: 10.11*] | | [Chief Executive Officer Confidentiality, Non-Competition and Non-Solicitation 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 Registrant's Current Report on Form 8-K filed August 22, 2023)](https://www.sec.gov/Archives/edgar/data/1136869/000119312523217504/d535846dex103.htm) |

| [removed: 10.11*] [added: 10.12*] | | [Form of Change in Control Severance Agreement with Rachel Ellingson, Paul Stellato, 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: 10.12*] [added: 10.13*] | | [Form of Confidentiality, Non-Competition and Non-Solicitation Agreement with 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: 10.13*] [added: 10.14*] | | [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: 10.14*] [added: 10.15*] | | [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: 10.15*] [added: 10.16*] | | [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: 10.16*] [added: 10.18*] | | [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: 10.17*] [added: 10.19*] | | [Offer Letter between Zimmer Biomet Holdings, Inc. and Suketu Upadhyay dated June 13, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 19, 2019)](https://www.sec.gov/Archives/edgar/data/1136869/000119312519176552/d769142dex101.htm) |

| [removed: 10.18*] [added: 10.20*] | | [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: 10.19*] [added: 10.21*] | | [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: 10.20*] [added: 10.23*] | | [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) |

| [removed: 10.21*] [added: 10.24*] | | [Form of Change in Control Severance Agreement with Chad F. Phipps (incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K filed February 27, 2009)](https://www.sec.gov/Archives/edgar/data/1136869/000095015209001918/c48761exv10w13.htm) |

| [removed: 10.22*] [added: 10.25*] | | [Form of Confidentiality, Non-Competition and Non-Solicitation Agreement with Chad F. Phipps (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed June 26, 2015)](https://www.sec.gov/Archives/edgar/data/1136869/000119312515237276/d948441dex103.htm) |

| [removed: 10.23*] [added: 10.26*] | | [Offer Letter by and between Zimmer Biomet Holdings, Inc. and Paul Stellato dated as of April 5, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed May 16, 2022)](https://www.sec.gov/Archives/edgar/data/1136869/000119312522150863/d338788dex101.htm) |

| [removed: 10.24*] [added: 10.27*] | | [Form of Confidentiality, Non-Competition and Non-Solicitation Agreement with Paul Stellato (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed May 16, 2022)](https://www.sec.gov/Archives/edgar/data/1136869/000119312522150863/d338788dex104.htm) |

| [removed: 10.25*] [added: 10.29*] | | [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: 10.26*] [added: 10.30*] | | [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: 10.27*] [added: 10.31*] | | [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: 10.28*] [added: 10.32*] | | [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: 10.29*] [added: 10.33*] | | [Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors, as amended August 25, 2023 (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed November 7, 2023)](https://www.sec.gov/Archives/edgar/data/1136869/000095017023060232/zbh-ex10_6.htm) |

| [removed: 10.30*] [added: 10.34*] | | [Form of Indemnification Agreement with Non-Employee Directors and Officers (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 31, 2008)](https://www.sec.gov/Archives/edgar/data/1136869/000095013708009963/c33992exv10w1.htm) |

| [removed: 10.31*] [added: 10.35*] | | [Zimmer Biomet Holdings, Inc. Executive Physical Sub Plan (incorporated by reference to Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K filed February 26, 2019)](https://www.sec.gov/Archives/edgar/data/1136869/000156459019004283/zbh-ex1047_231.htm) |

| [removed: 10.32*] [added: 10.36*] | | [Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan (As Amended on May 14, 2021) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed May 20, 2021)](https://www.sec.gov/Archives/edgar/data/1136869/000119312521167789/d568447dex101.htm) |

| [removed: 10.33*] [added: 10.37*] | | [Form of Nonqualified Stock Option Award Agreement (four-year vesting) under the Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K filed February 21, 2020)](https://www.sec.gov/Archives/edgar/data/1136869/000156459020005657/zbh-ex1032_435.htm) |

| [removed: 10.34*] [added: 10.38*] | | [Form of Nonqualified Stock Option Award Agreement (two-year vesting) under the Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K filed February 27, 2018)](https://www.sec.gov/Archives/edgar/data/1136869/000156459018003549/zbh-ex1037_154.htm) |

| [removed: 10.35*] [added: 10.39*] | | [Form of Nonqualified Stock Option Award Agreement (three-year vesting) under the Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K filed February 25, 2022)](https://www.sec.gov/Archives/edgar/data/1136869/000156459022007160/zbh-ex1034_375.htm) |

| [removed: 10.36*] [added: 10.40*] | | [Form of Performance-Based Restricted Stock Unit Award Agreement [removed: (2020)] [added: (2022)] under the Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.37] [added: 10.38] to the Registrant’s Annual Report on Form 10-K filed February [removed: 21, 2020)](https://www.sec.gov/Archives/edgar/data/1136869/000156459020005657/zbh-ex1037_436.htm)] [added: 25, 2022)](https://www.sec.gov/Archives/edgar/data/1136869/000156459022007160/zbh-ex1038_374.htm)] |

| [removed: 10.37*] [added: 10.41*] | | [Form of [removed: Performance-Based] Restricted Stock Unit Award Agreement [removed: (2022)] [added: (four-year vesting)] under the Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K filed February [removed: 25, 2022)](https://www.sec.gov/Archives/edgar/data/1136869/000156459022007160/zbh-ex1038_374.htm)] [added: 21, 2020)](https://www.sec.gov/Archives/edgar/data/1136869/000156459020005657/zbh-ex1038_437.htm)] |

| [removed: 10.38*] [added: 10.42*] | | [Form of Restricted Stock Unit Award Agreement [removed: (four-year] [added: (three-year] vesting) under the Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.38] [added: 10.40] to the Registrant’s Annual Report on Form 10-K filed February [removed: 21, 2020)](https://www.sec.gov/Archives/edgar/data/1136869/000156459020005657/zbh-ex1038_437.htm)] [added: 25, 2022)](https://www.sec.gov/Archives/edgar/data/1136869/000156459022007160/zbh-ex1040_373.htm)] |

| [removed: 10.39*] [added: 10.43*] | | [Form of Restricted Stock Unit Award Agreement [removed: (three-year] [added: (two-year cliff] vesting) under the Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.40] [added: 10.2] to the [removed: Registrant’s Annual] [added: Registrant's Quarterly] Report on Form [removed: 10-K] [added: 10-Q] filed [removed: February 25, 2022)](https://www.sec.gov/Archives/edgar/data/1136869/000156459022007160/zbh-ex1040_373.htm)] [added: August 6, 2018)](https://www.sec.gov/Archives/edgar/data/1136869/000156459018019495/zbh-ex102_108.htm)] |

| [removed: 10.41] [added: 10.45] | | [Tax Matters Agreement, dated as of March 1, 2022, by and between Zimmer Biomet Holdings, Inc. and ZimVie Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 1, 2022)](https://www.sec.gov/Archives/edgar/data/1136869/000119312522061356/d650132dex101.htm) |

| Year Ended December 31, 2024 | | | 75.1 | | | | 29.3 | | | | (7.1 | ) | | | (4.1 | ) | | | 93.2 | |

| Year Ended December 31, 2024 | | | 464.6 | | | | (3.9 | ) | | | (7.9 | ) | (1) | | (3.4 | ) | | | 449.4 | |

| 4.28 | | [Eleventh Supplemental Indenture, dated as of November 20, 2024, 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 20, 2024)](https://www.sec.gov/Archives/edgar/data/1136869/000119312524262540/d846153dex42.htm) |

| 4.29 | | [Form of 3.518% Notes due 2032 (incorporated by reference to Exhibit 4.28 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312524262540/d846153dex42.htm) |

| 10.44 | | [Zimmer Biomet Holdings, Inc. Employee Stock Purchase Plan, as amended and restated effective May 10, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed May 15, 2024)](https://www.sec.gov/Archives/edgar/data/1136869/000095017024060580/zbh-ex10_1.htm) |

| 19 | | [Zimmer Biomet Holdings, Inc. Stock Trading Policy, effective April 26, 2023](https://www.sec.gov/Archives/edgar/data/1136869/000095017025026604/zbh-ex19.htm) |

\+ Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.

| Year Ended December 31, 2021 | | $ | 58.6 | | | $ | 12.4 | | | $ | (9.0 | ) | | $ | (1.9 | ) | | $ | 60.1 | |

| Year Ended December 31, 2021 | | $ | 527.3 | | | $ | (2.6 | ) | | $ | (61.5 | ) | (1) | $ | (3.1 | ) | | $ | 460.1 | |

| 10.40* | | [Form of Restricted Stock Unit Award Agreement (two-year cliff vesting) under the Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed August 6, 2018)](https://www.sec.gov/Archives/edgar/data/1136869/000156459018019495/zbh-ex102_108.htm) |

| Dated: February [removed: 23, 2024] [added: 25, 2025] | | | | Ivan Tornos |

| /s/ Ivan Tornos | | President, Chief Executive Officer and Director | | February [removed: 23, 2024] [added: 25, 2025] |

| /s/ Suketu Upadhyay | | Chief Financial Officer and Executive Vice President - Finance, Operations and Supply Chain | | February [removed: 23, 2024] [added: 25, 2025] |

| /s/ Paul Stellato | | Vice President, Controller and Chief Accounting | | February [removed: 23, 2024] [added: 25, 2025] |

| /s/ Christopher Begley | | Director | | February [removed: 23, 2024] [added: 25, 2025] |

| /s/ Betsy Bernard | | Director | | February [removed: 23, 2024] [added: 25, 2025] |

| /s/ Michael Farrell | | Director | | February [removed: 23, 2024] [added: 25, 2025] |

| /s/ Robert Hagemann | | Director | | February [removed: 23, 2024] [added: 25, 2025] |

| /s/ Arthur Higgins | | Director | | February [removed: 23, 2024] [added: 25, 2025] |

| /s/ Maria Teresa Hilado | | Director | | February [removed: 23, 2024] [added: 25, 2025] |

| /s/ Syed Jafry | | Director | | February [removed: 23, 2024] [added: 25, 2025] |

| /s/ Sreelakshmi Kolli | | Director | | February [removed: 23, 2024] [added: 25, 2025] |

| /s/ Louis A. Shapiro | | Director | | February [removed: 23, 2024] [added: 25, 2025] |

| /s/ Devdatt Kurdikar | | Director | | February 25, 2025 |

| Devdatt Kurdikar | | | | |

| /s/ Michael Michelson | | Director | | February 23, 2024 |

| Michael Michelson | | | | |