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UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For year ended December 31, 2019Commission file number 001-16407ZIMMER BIOMET HOLDINGS, INC.(Exact name of registrant as specified in its charter)Delaware13-4151777(State of Incorporation)(IRS Employer Identification No.)345 East Main Street Warsaw, Indiana46580(Address of principal executive offices)(Zip Code)Registrant’s telephone number, including area code: (574) 267-6131Securities registered pursuant to Section 12(b) of the Act:Title of each classCommon Stock, 0.01 par value1.414% Notes due 20222.425% Notes due 20261.164% Notes due 2027Trading Symbol(s)ZBHZBH 22AZBH 26ZBH 27Name of each exchange on which registeredNew York Stock ExchangeNew York Stock ExchangeNew York Stock ExchangeNew York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ÍNo ‘Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘No ÍIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes ÍNo ‘Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes ÍNo ‘Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer Í Accelerated filer ‘ Non-accelerated filer ‘ Smaller reporting company ‘ Emerging growth company ‘If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ‘Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ‘No ÍThe aggregate market value of shares held by non-affiliates was 24,106,325,697 (based on the closing price of these shares on the NewYork Stock Exchange on June 28, 2019 and assuming solely for the purpose of this calculation that all directors and executive officersof the registrant are “affiliates”). As of February 7, 2020, 206,403,646 shares of the registrant’s .01 par value common stock wereoutstanding.Documents Incorporated by ReferenceDocumentPortions of the Proxy Statement with respect to the 2020 Annual Meeting of StockholdersForm 10-KPart III

Z I M M E R BI OM E T HOL D I NG S , I NC .2 0 1 9 F O R M 1 0 - K AN N U A L R E P O R TCautionary Note Regarding Forward-Looking StatementsThis Annual Report contains forward-looking statements within the meaning of federal securities laws, including, amongothers, statements regarding sales and earnings guidance and any statements about our expectations, plans, strategies orprospects. We generally use the words “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “assumes,”“guides,” “targets,” “forecasts,” “sees,” “seeks,” “should,” “could,” “would,” “predicts,” “potential,” “strategy,” “future,”“opportunity,” “work toward,” “intends,” “guidance,” “confidence,” “positioned,” “design,” “strive,” “continue,” “look forward to” andsimilar expressions to identify forward-looking statements. All statements other than statements of historical or current fact are, ormay be deemed to be, forward-looking statements. Such statements are based upon the current beliefs, expectations andassumptions of management and are subject to significant risks, uncertainties and changes in circumstances that could cause actualoutcomes and results to differ materially from the forward-looking statements. These risks, uncertainties and changes incircumstances include, but are not limited to: the possibility that the anticipated synergies and other benefits from mergers andacquisitions will not be realized, or will not be realized within the expected time periods; the risks and uncertainties related to ourability to successfully integrate the operations, products, employees and distributors of acquired companies; the risks anduncertainties related to our ability to successfully execute our restructuring plans; the effect of the potential disruption ofmanagement’s attention from ongoing business operations due to integration matters related to mergers and acquisitions; the effectof mergers and acquisitions on our relationships with customers, suppliers and lenders and on our operating results and businessesgenerally; compliance with the Deferred Prosecution Agreement (“DPA”) entered into in January 2017; the success of our qualityand operational excellence initiatives, including ongoing quality remediation efforts at our Warsaw North Campus facility;challenges relating to changes in and compliance with governmental laws and regulations affecting our U.S. and internationalbusinesses, including regulations of the U.S. Food and Drug Administration (“FDA”) and foreign government regulators, such asmore stringent requirements for regulatory clearance of products; the ability to remediate matters identified in any inspectionalobservations or warning letters issued by the FDA, while continuing to satisfy the demand for our products; the outcome ofgovernment investigations; competition; pricing pressures; changes in customer demand for our products and services caused bydemographic changes or other factors; the impact of healthcare reform measures; reductions in reimbursement levels by third-partypayors and cost containment efforts of healthcare purchasing organizations; dependence on new product development,technological advances and innovation; shifts in the product category or regional sales mix of our products and services; supply andprices of raw materials and products; control of costs and expenses; the ability to obtain and maintain adequate intellectualproperty protection; breaches or failures of our information technology systems or products, including by cyberattack, unauthorizedaccess or theft; the ability to form and implement alliances; changes in tax obligations arising from tax reform measures, includingEuropean Union rules on state aid, or examinations by tax authorities; product liability, intellectual property and commerciallitigation losses; the ability to retain the independent agents and distributors who market our products; dependence on a limitednumber of suppliers for key raw materials and outsourced activities; the impact of substantial indebtedness on our ability to serviceour debt obligations and/or refinance amounts outstanding under our debt obligations at maturity on terms favorable to us, or at all;changes in general industry and market conditions, including domestic and international growth rates; changes in general domesticand international economic conditions, including interest rate and currency exchange rate fluctuations; and the impact of theongoing financial and political uncertainty on countries in the Euro zone on the ability to collect accounts receivable in affectedcountries.See also the section titled “Risk Factors” (refer to Part I, Item 1A of this report) for further discussion of certain risks anduncertainties that could cause actual results and events to differ materially from the forward-looking statements. Readers of thisreport are cautioned not to rely on these forward-looking statements, since there can be no assurance that these forward-lookingstatements will prove to be accurate. Forward-looking statements speak only as of the date they are made, and we expresslydisclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information,future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in ourQuarterly Reports on Form 10-Q and Current Reports on Form 8-K. This cautionary note is applicable to all forward-lookingstatements contained in this report.

Z I M M E R BI OM E T HOL D I NG S , I NC .2 0 1 9 F O R M 1 0 - K AN N U A L R E P O R TTABLE OF CONTENTSPART IItem 1.Page4Business4Item 1A. Risk Factors11Item 1B. Unresolved Staff Comments21Item 2.Properties22Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures22PART II23Item 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities23Item 6.Selected Financial Data24Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations25Item 7A. Quantitative and Qualitative Disclosures About Market Risk34Item 8.Financial Statements and Supplementary Data37Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure79Item 9A. Controls and Procedures79Item 9B. Other Information79PART III80Item 10. Directors, Executive Officers and Corporate Governance80Item 11. Executive Compensation80Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters80Item 13. Certain Relationships and Related Transactions and Director Independence80Item 14. Principal Accountant Fees and Services80PART IV81Item 15. Exhibits and Financial Statement Schedules81Item 16. Form 10-K Summary86

Z I M M E R BI OM E T HOL D I NG S , I NC .2 0 1 9 F O R M 1 0 - K AN N U A L R E P O R TPART IItem 1. BusinessOverviewZimmer Biomet is a global leader in musculoskeletalhealthcare. We design, manufacture and market orthopedicreconstructive products; sports medicine, biologics,extremities and trauma products; office based technologies;spine, craniomaxillofacial and thoracic products; dentalimplants; and related surgical products. We collaborate withhealthcare professionals around the globe to advance the paceof innovation. Our products and solutions help treat patientssuffering from disorders of, or injuries to, bones, joints orsupporting soft tissues. Together with healthcareprofessionals, we help millions of people live better lives. Inthis report, “Zimmer Biomet,” “we,” “us,” “our,” “the Company”and similar words refer collectively to Zimmer BiometHoldings, Inc. and its subsidiaries. “Zimmer Biomet Holdings”refers to the parent company only.Zimmer Biomet Holdings was incorporated in Delaware in2001. Our history dates to 1927, when Zimmer ManufacturingCompany, a predecessor, was founded in Warsaw, Indiana. OnAugust 6, 2001, we were spun off from our former parent andbecame an independent public company. In 2015, we acquiredLVB Acquisition, Inc. (“LVB”), the parent company of Biomet,Inc. (“Biomet”), and LVB and Biomet became our whollyowned subsidiaries (sometimes hereinafter referred to as the“Biomet merger” or the “merger”). In connection with themerger, we changed our name from Zimmer Holdings, Inc. toZimmer Biomet Holdings, Inc.Customers, Sales and MarketingOur primary customers include orthopedic surgeons,neurosurgeons, oral surgeons, and other specialists, dentists,hospitals, stocking distributors, healthcare dealers and, in theircapacity as agents, healthcare purchasing organizations orbuying groups. These customers range from large multinationalenterprises to independent clinicians and dentists.We market and sell products through three principalchannels: 1) direct to healthcare institutions, such as hospitals,referred to as direct channel accounts; 2) through stockingdistributors and healthcare dealers; and 3) directly to dentalpractices and dental laboratories. With direct channel accountsand some healthcare dealers, inventory is generally consignedto sales agents or customers. With sales to stockingdistributors, some healthcare dealers, dental practices anddental laboratories, title to product passes upon shipment.Consignment sales represented approximately 80 percent ofour net sales in 2019. No individual customer accounted formore than 1 percent of our net sales for 2019.We stock inventory in our warehouse facilities and retaintitle to consigned inventory in an effort to have sufficientquantities available when products are needed for surgicalprocedures. Safety stock levels are determined based on anumber of factors, including demand, manufacturing leadtimes and quantities required to maintain service levels.4We also carry trade accounts receivable balances based oncredit terms that are generally consistent with local marketpractices.We utilize a network of sales associates, sales managersand support personnel, some of whom are employed orcontracted by independent distributors and sales agencies. Weinvest a significant amount of time and expense in trainingsales associates in how to use specific products and how tobest inform surgeons of product features and uses. Sales forcerepresentatives must have strong technical selling skills andmedical education to provide technical support for surgeons.In response to the different healthcare systemsthroughout the world, our sales and marketing strategies andorganizational structures differ by region. We utilize a globalapproach to sales force training, marketing and medicaleducation to provide consistent, high quality service.Additionally, we keep current with key surgical developmentsand other issues related to orthopedic surgeons,neurosurgeons, other specialists, dentists and oral surgeonsand the medical and dental procedures they perform.We allocate resources to achieve our operating profit goalsthrough seven operating segments. Our operating segments arecomprised of both geographic and product category businessunits. We are organized through a combination of geographicand product category operating segments for various reasons,including the distribution channels through which products aresold. Our product category operating segments generally havedistribution channels focused specifically on those productcategories, whereas our geographic operating segments havedistribution channels that sell multiple product categories. Thefollowing is a summary of our seven operating segments. SeeNote 18 to our consolidated financial statements for moreinformation regarding our segments.Americas. The Americas geographic operating segmentis our largest operating segment. The U.S. accounts for94 percent of net sales in this region. The U.S. sales forceconsists of a combination of employees and independent salesagents, most of whom sell products exclusively for ZimmerBiomet. The sales force in the U.S. receives a commission onproduct sales and is responsible for many operating decisionsand costs.In this region, we contract with group purchasingorganizations and managed care accounts and have promotedunit growth by offering volume discounts to customerhealthcare institutions within a specified group. Generally, weare designated as one of several preferred purchasing sourcesfor specified products, although members are not obligated topurchase our products. Contracts with group purchasingorganizations generally have a term of three years, withextensions as warranted.In the Americas, we monitor and rank independent salesagents and our direct sales force across a range of performancemetrics, including the achievement of sales targets andmaintenance of efficient levels of working capital.

Z I M M E R BI OM E T HOL D I NG S , I NC .EMEA. The EMEA geographic operating segment is oursecond largest operating segment. France, Germany, Italy,Spain and the United Kingdom collectively account for55 percent of net sales in the region. This segment alsoincludes other key markets, including Switzerland, Benelux,Nordic, Central and Eastern Europe, the Middle East andAfrica. Our sales force in this segment is comprised of directsales associates, commissioned agents, independentdistributors and sales support personnel. We emphasize theadvantages of our clinically proven, established designs andinnovative solutions and new and enhanced materials andsurfaces. In most European countries, healthcare is sponsoredby the government and therefore government budgets impacthealthcare spending, which can affect our sales in thissegment.Asia Pacific. The Asia Pacific geographic operatingsegment includes key markets such as Japan, China, Australia,New Zealand, Korea, Taiwan, India, Thailand, Singapore, HongKong and Malaysia. Japan is the largest market within thissegment, accounting for 47 percent of the region’s sales. InJapan and most countries in the Asia Pacific region, wemaintain a network of dealers, who act as order agents onbehalf of hospitals in the region, and sales associates, whobuild and maintain relationships with orthopedic surgeons andneurosurgeons in their markets. The knowledge and skills ofthese sales associates play a critical role in providing service,product information and support to surgeons.Spine, less Asia Pacific (“Spine”). The Spine productcategory operating segment includes all spine product resultsexcept those in Asia Pacific. The U.S. accounts for the majorityof sales in this operating segment. The market dynamics of theSpine business are similar to those described in the geographicop

annual report 2019 zimmer biomet holdings, inc. zimmer biomet holdings, inc., 345 east main street, p.o. box 708, warsaw, in 46580, u.s.a.