Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On July 23, 2009, Zimmer Holdings, Inc. (the "Registrant") reported its
results of operations for the quarter ended June 30, 2009. The Registrant's
earnings release is attached as Exhibit 99.1 and the information set forth
therein is incorporated herein by reference and constitutes a part of this
report.
The earnings release attached as Exhibit 99.1 includes two types of non-GAAP
financial measures that differ from financial measures calculated in accordance
with U.S. generally accepted accounting principles ("GAAP"). These non-GAAP
financial measures may not be comparable to similar measures reported by other
companies and should be considered in addition to, and not as a substitute for,
or superior to, other measures prepared in accordance with GAAP. The first type
of non-GAAP financial measure included in the press release consists of sales
information reported on a constant currency basis which has been calculated by
translating actual current and prior-period sales at the same predetermined
exchange rate. The translated results are then used to determine year-over-year
percentage increases or decreases that exclude the effect of changes in foreign
currency exchange rates.
The second type of non-GAAP financial measure included in the press release
consists of operating performance measures that have been adjusted to exclude
certain items. The Registrant has presented adjusted net earnings, adjusted
diluted EPS and projected adjusted diluted EPS to exclude the effects of
inventory step-up, acquisition, integration, realignment and other expenses and
net curtailment and settlement gain, net of tax.
Management uses this non-GAAP information internally to evaluate the
performance of the business and believes that it provides useful information to
investors by offering the ability to make more meaningful period-to-period
comparisons of the Registrant's on-going operating results, the ability to
better identify operating trends that may otherwise be masked or distorted by
these types of items and to perform related trend analysis, and a higher degree
of transparency of certain items.
All of the non-GAAP financial measures are reconciled to the most directly
comparable GAAP financial measure in the press release.
The Registrant is furnishing the information contained in this report,
including the Exhibit, pursuant to Item 2.02 of Form 8-K promulgated by the
Securities and Exchange Commission (the "SEC"). This information shall not be
deemed to be "filed" with the SEC or incorporated by reference into any other
filing with the SEC. By filing this report on Form 8-K and furnishing this
information, the Registrant makes no admission as to the materiality of any
information in this report, including the Exhibit.