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Leadership (As of March 15, 2021)Board of DirectorsChristopher B. BegleyRetired Executive Chairman andChief Executive Officer,Hospira, Inc.Betsy J. BernardRetired President, AT&T Corp.Gail K. BoudreauxPresident and Chief ExecutiveOfficer, Anthem, Inc.Michael J. FarrellChief Executive Officer,ResMed Inc.Larry C. GlasscockChairman of the Board ofZimmer Biomet Holdings, Inc.and Retired Chairman,President and Chief ExecutiveOfficer, Anthem, Inc.Robert A. HagemannRetired Senior Vice Presidentand Chief Financial Officer,Quest Diagnostics IncorporatedBryan C. HansonPresident and Chief ExecutiveOfficer, Zimmer BiometHoldings, Inc.Arthur J. HigginsConsultant, BlackstoneHealthcare PartnersMaria Teresa HiladoRetired Executive Vice Presidentand Chief Financial Officer,Allergan plcSreelakshmi KolliSenior Vice President,Chief Digital Officer,Align Technology, Inc.Michael W. MichelsonRetired Senior Advisory Partner,KKR Management LLC, thegeneral partner of KKR & Co. L.P.Syed JafrySenior Vice President andPresident, Regions,Thermo Fisher Scientific, Inc.Management TeamCarrie NicholVice President, Controller and ChiefAccounting OfficerKenneth TrippSenior Vice President,Global Operations and LogisticsChad PhippsSenior Vice President, GeneralCounsel and SecretarySuketu UpadhyayExecutive Vice President and ChiefFinancial OfficerAngela MainSenior Vice President, Global ChiefCompliance Officer and AssociateGeneral Counsel, Asia PacificZeeshan TariqSenior Vice President and ChiefInformation OfficerSang YiPresident, Asia PacificKeri MattoxSenior Vice President, Investor Relationsand Chief Communications OfficerIvan TornosGroup President, Global Businessesand the AmericasBryan HansonPresident and Chief Executive OfficerVafa JamaliChief Executive Officer, "NewCo"Didier DeltortPresident, Europe, Middle Eastand AfricaDavid KunzSenior Vice President, Global Qualityand Regulatory AffairsRachel EllingsonSenior Vice President,Chief Strategy OfficerEllie HumphreySenior Vice President and ChiefTransformation OfficerForward-Looking StatementsThis 2020 Annual Report includes forward-looking statements that are subject to significant risks, uncertainties and changes in circumstances that could cause actualresults to differ materially from the forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” immediately following the cover page ofour Annual Report on Form 10-K included herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For year ended December 31, 2020Commission 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 SecuritiesAct. 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 suchreports), 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 thatthe registrant 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 ÍIndicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report. ÍThe aggregate market value of shares held by non-affiliates was 24,675,479,718 (based on the closing price of these shares on theNew York Stock Exchange on June 30, 2020 and assuming solely for the purpose of this calculation that all directors and executiveofficers of the registrant are “affiliates”). As of February 8, 2021, 207,855,504 shares of the registrant’s .01 par value common stockwere outstanding.Documents Incorporated by ReferenceDocumentPortions of the Proxy Statement with respect to the 2021 Annual Meeting of StockholdersForm 10-KPart III

ZIMMER BIOMET HOLDINGS, INC.ANNUAL REPORTCautionary 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, intentions, strategiesor prospects. 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 effects of the COVID-19 global pandemic and other adverse public healthdevelopments on the global economy, our business and operations and the business and operations of our suppliers and customers,including the deferral of elective procedures and our ability to collect accounts receivable; the risks and uncertainties related to ourability to successfully execute our restructuring plans; our ability to attract, retain and develop the highly skilled employees weneed to support our business; the possibility that the anticipated synergies and other benefits from mergers and acquisitions willnot be realized, or will not be realized within the expected time periods; the risks and uncertainties related to our ability tosuccessfully integrate the operations, products, employees and distributors of acquired companies; the effect of the potentialdisruption of management’s attention from ongoing business operations due to integration matters related to mergers andacquisitions; the effect of mergers and acquisitions on our relationships with customers, suppliers and lenders and on our operatingresults and businesses generally; the risks and uncertainties associated with the proposed spin-off of our Spine and Dentalbusinesses, including, without limitation, the significant expenses, time and efforts related to implementing such transaction, theability to complete the transaction on our expected timeline or at all, the tax-free nature of the transaction, possible disruptions inour relationships with customers, suppliers and other business partners, and the possibility that the anticipated benefits andsynergies of the transaction, strategic and competitive advantages of each company, and future growth and other opportunities foreach company will not be realized within the expected time periods or at all; the success of our quality and operational excellenceinitiatives, including ongoing quality remediation efforts at our Warsaw North Campus facility; the ability to remediate mattersidentified in inspectional observations or warning letters issued by the U.S. Food and Drug Administration (FDA), while continuingto satisfy the demand for our products; the impact of substantial indebtedness on our ability to service our debt obligations and/orrefinance amounts outstanding under our debt obligations at maturity on terms favorable to us, or at all; the ability to retain theindependent agents and distributors who market our products; dependence on a limited number of suppliers for key raw materialsand outsourced activities; challenges relating to changes in and compliance with governmental laws and regulations affectingour U.S. and international businesses, including regulations of the FDA and foreign government regulators, such as more stringentrequirements for regulatory clearance of products; the outcome of government investigations; competition; pricing pressures;changes in customer demand for our products and services caused by demographic changes or other factors; the impact ofhealthcare reform measures; reductions in reimbursement levels by third-party payors and cost containment efforts of healthcarepurchasing organizations; dependence on new product development, technological advances and innovation; shifts in the productcategory or regional sales mix of our products and services; supply and prices of raw materials and products; control of costs andexpenses; the ability to obtain and maintain adequate intellectual property protection; breaches or failures of our informationtechnology systems or products, including by cyberattack, unauthorized access or theft; the ability to form and implement alliances;changes in tax obligations arising from tax reform measures, including European Union rules on state aid, or examinations by taxauthorities; product liability, intellectual property and commercial litigation losses; changes in general industry and marketconditions, including domestic and international growth rates; changes in general domestic and international economic conditions,including interest rate and currency exchange rate fluctuations; and the impact of the ongoing financial and political uncertainty oncountries in the Euro zone on the ability to collect accounts receivable in affected countries.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.

TABLE OF CONTENTSPART IItem 1.Page4Business4Item 1A. Risk Factors12Item 1B. Unresolved Staff Comments23Item 2.Properties24Item 3.Legal Proceedings24Item 4.Mine Safety Disclosures24PART II25Item 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities25Item 6.Selected Financial Data26Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations27Item 7A. Quantitative and Qualitative Disclosures About Market Risk36Item 8.Financial Statements and Supplementary Data38Item 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 RelatedStockholder 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

PART 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 (“CMFT”) products;dental implants; and related surgical products. We collaboratewith healthcare professionals around the globe to advance thepace of innovation. Our products and solutions help treatpatients suffering from disorders of, or injuries to, bones, jointsor supporting 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. In connection with the merger, wechanged our name from Zimmer Holdings, Inc. to ZimmerBiomet 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 and hospitals, dentalpractices and dental laboratories, title to product passes uponshipment. Consignment sales represented approximately80 percent of our net sales in 2020. No individual customeraccounted for more than 1 percent of our net sales for 2020.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.We also carry trade accounts receivable balances based oncredit terms that are generally consistent with local marketpractices.4We 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 three operating segments. Our operating segments arecomprised of Americas and Global Businesses, Europe, MiddleEast and Africa (“EMEA”) and Asia Pacific. The following is asummary of our operating segments. See Note 19 to ourconsolidated financial statements for more informationregarding our segments.Americas and Global Businesses. The Americas andGlobal Businesses operating segment is our largest operatingsegment. This segment is comprised principally of the U.S. andincludes other North, Central and South American markets forall of our product categories as well as the global results forour Dental products division. This segment also includes ourglobal manufacturing operations for all product categories andresearch,

Zimmer Biomet's headline numbers for 2020 may indicate a year of challenge. However, by many other measures, 2020 was a remarkable year. We delivered above market growth in our core large joint reconstruction businesses, launched new innovative products, executed against our restructuring plan and completed several