Zimmer Biomet Holdings, Inc. (“we”, “us”, “our”, the “Company” and other similar words) is filing this Exhibit 99.1 to its Current Report on Form (including this Exhibit 99.1, the “Form solely to recast certain financial information and related disclosures included in the Company’s Annual Report on Form for the fiscal year ended December 31, 2021, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 25, 2022 (the “2021 Form

This Form is being filed solely to recast financial information and related disclosures contained in the 2021 Form to reflect the spinoff of our spine and dental businesses.

The following items of the 2021 Form are being recast as reflected in this Exhibit 99.1:

Except as specifically set forth herein to reflect the historical results of our spine and dental businesses as discontinued operations, no revisions have been made to the 2021 Form to update for other information, developments or events that have occurred since the 2021 Form was filed with the SEC. This Exhibit 99.1 does not purport to update the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included in the 2021 with respect to the effects of the presentation of our spine and dental businesses as discontinued operations and as otherwise provided herein. This Exhibit 99.1 should be read in conjunction with the 2021 Form and subsequent filings with the SEC, including our Form for the quarter ended March 31, 2022 and our Current Reports on Form These subsequent SEC filings contain important information regarding forward-looking statements, events, developments, and updates affecting us and our expectations that have occurred since the filing of the 2021 Form The information contained herein is not an amendment to, or a restatement of, the 2021 Form

This document contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical or current fact are, or may be deemed to be, forward-looking statements. Such statements are based upon beliefs, expectations and assumptions of management and are subject to significant risks, uncertainties and changes in circumstances that could cause actual outcomes and results to differ materially from the forward-looking statements. These risks, uncertainties and changes in circumstances include, but are not limited to: the effects of pandemic and other adverse public health developments on the global economy, our business and operations and the business and operations of our suppliers and customers, including the deferral of elective surgical procedures and our ability to collect accounts receivable; the failure of vaccine rollouts and other strategies to mitigate or reverse the impacts of the failure of elective surgical procedures to recover at the levels or on the timeline anticipated; the risks and uncertainties related to our ability to successfully execute our restructuring plans; our ability to attract, retain and develop the highly skilled employees we need to support our business; the risks and uncertainties associated with the spinoff of ZimVie, including, without limitation, the nature of the transaction, the nature of any subsequent disposal of any ZimVie common stock we retain, possible disruptions in our relationships with customers, suppliers and other business partners and the possibility that the anticipated benefits and synergies of the transaction, strategic and competitive advantages, and future growth and other opportunities will not be realized within the expected time periods or at all;

the success of our quality and operational excellence initiatives, including ongoing quality remediation efforts at our Warsaw North Campus facility; the ability to remediate matters identified in inspectional observations or warning letters issued by the U.S. Food and Drug Administration (FDA), while continuing to satisfy the demand for our products; 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; the ability to retain the employees, independent agents and distributors who market our products; dependence on a limited number of suppliers for key raw materials and outsourced activities; 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; challenges relating to changes in and compliance with governmental laws and regulations affecting our U.S. and international businesses, including regulations of the FDA and foreign government regulators, such as more stringent requirements 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 of healthcare reform measures; reductions in reimbursement levels by third-party payors and cost containment efforts sponsored by government agencies, legislative bodies, the private sector and healthcare purchasing organizations, including the volume-based procurement in China; dependence on new product development, technological advances and innovation; shifts in the product category or regional sales mix of our products and services; supply and prices of raw materials and products; control of costs and expenses; the ability to obtain and maintain adequate intellectual property protection; breaches or failures of our information technology 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 tax authorities; product liability, intellectual property and commercial litigation losses; changes in general industry and market conditions, including domestic and international growth rates; changes in general domestic and international economic conditions, including interest rate and currency exchange rate fluctuations; the effects of inflation, including the effects of different rates of inflation in different countries, on our costs, especially of titanium used in our products, and the costs of our products; the effects of supply chain continuity disruptions; and the impact of the ongoing financial and political uncertainty on countries in EMEA relating to the Russian-Ukrainian crisis and otherwise, on the ability to collect accounts receivable in affected countries. A further list and description of these risks and uncertainties and other factors can be found in our 2021 including in the sections captioned “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors,” and our subsequent filings with the SEC. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in our filings with the SEC. Forward-looking statements speak only as of the date they are made, and we expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to rely on these forward-looking statements since there can be no assurance that these forward-looking statements will prove to be accurate.

The following discussion and analysis should be read in conjunction with the consolidated financial statements and the corresponding notes included elsewhere in this Form The following discussion and analysis is presented on a continuing operations basis unless otherwise noted. Certain percentages presented in this discussion and analysis are calculated from the underlying whole-dollar amounts and therefore may not recalculate from the rounded numbers used for disclosure purposes.

Our results continue to be impacted by the global pandemic. The vast majority of our net sales are derived from products used in elective surgical procedures. As rapidly started to spread throughout the world in early 2020, our net sales decreased dramatically as countries took precautions to prevent the spread of the virus with lockdowns and measures and as hospitals deferred elective surgical procedures. The timing, level and sustainability of the recovery of elective surgical procedures has been difficult to predict, as a number of factors are involved, including which geographies are affected and the different measures governments and healthcare systems take in response to the virus in those areas. In the second half of 2021, the highly transmissible Delta and Omicron variants resulted in further deferrals of elective surgical procedures. Additionally, we believe that staffing shortages at hospitals are also contributing to the deferral of elective surgical procedures.                

In 2021, our net sales increased by 11.4 percent compared to 2020 primarily due to the significant deferral of elective surgical procedures at the onset of the pandemic in 2020. Our net earnings, including discontinued operations, were $401.6 million in 2021 compared to a net loss of $138.9 million in 2020. In 2021, we returned to profitability compared to a net loss in 2020, primarily due to higher net sales combined with fixed operating costs that did not increase proportionally to the increase in net sales, reduced losses from discontinued operations, and a reduction in operating expenses including goodwill and intangible asset impairment charges and certain fixed overhead and hourly production worker labor expenses. In 2020, we recognized $503.0 million of goodwill and intangible asset impairment charges primarily due to the forecasted impact of on our operating results. In the second quarter of 2020, we also temporarily suspended or limited production at certain manufacturing facilities, resulting in additional expense recognized in cost of products sold that related to certain fixed overhead costs and hourly production worker labor expenses that are included in the cost of inventory when these facilities are operating at normal capacity. The additional expense for suspended and limited production continued throughout 2020 and while we did recognize similar charges in 2021, they were lower than the 2020 charges. These reduced expenses in 2021 were partially offset by a charge for the early extinguishment of debt, higher research and development expenses, including certain agreements we entered into to gain access to or acquire third-party R&D projects and higher litigation-related charges.

We believe the variant surges and continuing staffing shortages that occurred late in 2021 will continue to negatively impact our net sales in 2022. For expenses, we expect that supply chain and inflation pressures will result in higher expenses. However, we anticipate these higher expenses will be partially offset by savings from our restructuring programs.

Changes in volume and mix of product sales had a positive effect of 12.3 percent and a negative effect of 9.9 percent on year-over-year sales during the years ended December 31, 2021 and 2020, respectively. Volume trends were positive in 2021 as elective surgical procedures were not as significantly impacted by the pandemic as compared to 2020 when there were significant deferrals at the beginning of the pandemic. However, 2021 did experience periods with higher deferrals of elective surgical procedures, most notably at the beginning of 2021 before vaccines were widely available and during surges of the Delta and Omicron virus variants. Accordingly, net sales in 2021 did not return to the levels of 2019.

Based upon country dynamics, volume changes varied by region in 2021. The volume increases in 2021 were largely a product of how much the pandemic negatively affected the various regions in 2020. In EMEA, measures were far more prevalent than other geographies in 2020 and therefore volume increases were greater in this region in 2021 as elective surgical procedures resumed. In the Americas, elective surgical procedures in the U.S. varied from depending on local infection rates and preventative measures in 2020. In Asia Pacific, containment of the virus varied from in 2020, but overall some of our larger markets in this region were not as affected in 2020 as other locations. Additionally, in Asia Pacific in 2021, China sales were negatively impacted from a combination of variables related to the implementation of a nationwide volume-based procurement (“VBP”) process. The China VBP had a negative effect on volume due to inventory reductions by distributors and short-term deferral of procedures as patients waited to have a surgical procedure performed until after VBP pricing is effective.

The decrease in gross margin percentage in 2020 compared to 2019 was primarily due to temporarily suspended or limited production at certain facilities, higher impact from intangible asset amortization, lower average selling prices and excess and higher obsolete inventory charges and charges related to products we intend to discontinue. Intangible asset amortization and excess and obsolete inventory charges did not decline ratably with the significant decline in our net sales in 2020 and therefore were a significant impact to our gross margin percentage. The inventory charges on discontinued products are driven by overlapping product lines in our portfolio and we have plans to discontinue one of the product lines, or from decisions not to spend additional funds to keep certain products with the latest quality standards or requirements, such as the European Union Medical Device Regulation (“EU MDR”), and so we have decided to discontinue those products.

Research & development (“R&D”) expenses increased in both amount and as a percentage of net sales in 2021 compared to 2020 primarily due to reengaging in R&D projects in 2021, including the implementation of the EU MDR, compared to 2020 when caused delays in project spending. In addition to reengaging in projects, in 2021 we also entered into certain agreements to gain access to or acquire third-party R&D (“IPR&D”) projects that resulted in charges of $65.0 million.

R&D expenses decreased in both amount and as a percentage of net sales in 2020 compared to 2019 primarily due to savings as a result of the global restructuring program we initiated in December 2019 (the “2019 Restructuring Plan”) and lower spending on travel and lower spending on certain project costs, including the EU MDR, due to

Selling, general & administrative (“SG&A”) expenses increased in 2021 compared to 2020, but decreased as a percentage of net sales. SG&A expenses increased primarily due to higher variable selling and distribution costs related to increased net sales, higher performance-based compensation in 2021 as similar costs were reduced in the prior year due to the effect had on our operating results, higher litigation-related charges, and increased travel and medical training and education costs as we have partially resumed these activities. Despite the increase in SG&A expenses, SG&A as a percentage of net sales declined in 2021 when compared to 2020 as our SG&A expenses included many fixed costs that did not increase ratably with the increase in net sales in the 2021 period.

SG&A expenses decreased in 2020 compared to 2019, but increased as a percentage of net sales. SG&A expenses decreased due to lower variable selling and distribution expenses from the decline in our net sales, cost reductions for travel, consulting and other projects, savings from our 2019 Restructuring Plan and lower charges related to our compliance with a Deferred Prosecution Agreement (the “DPA”) that we entered into with the U.S. Department of Justice, which concluded on February 9, 2021. These favorable items were partially offset by higher litigation-related charges in 2020 compared to 2019. The increase in SG&A expenses as a percentage of net sales in 2020 compared to 2019 was due to various fixed expenses that did not decline ratably with the significant decline in our net sales.

Interest expense, net, decreased in 2021 when compared to 2020 primarily due to debt paydown and interest rate swaps we entered into in 2021. Interest expense, net, declined in 2020 compared to 2019 due to debt paydown and Euro notes issued in the fourth quarter of 2019 that were used to refinance debt with higher interest rates.

Our effective tax rate (“ETR”) on earnings (loss) from continuing operations before income taxes was 10.7 percent, 91.3 percent and negative 27.0 percent for the years ended December 31, 2021, 2020 and 2019, respectively. In 2021, this was primarily driven by the foreign rate differential as our foreign locations have lower tax rates and favorable changes in estimate offset by unfavorable tax rate changes. In 2020, the income tax benefit was driven by changes in estimates to uncertain tax positions, favorable tax audit settlements, jurisdictional mix of earnings and losses, and a $43.0 million tax benefit from Switzerland’s Federal Act on Tax Reform and AHV Financing (“TRAF”). Other significant impacts to the ETR in 2020 included the $470.0 million goodwill impairment charge, which resulted in a loss before taxes, but had no corresponding tax benefit. In 2019, we recognized an overall tax benefit in the year due to a $315.0 million benefit from Switzerland’s TRAF in addition to the tax impact of certain restructuring transactions in Switzerland. The TRAF was effective January 1, 2020 and includes the abolishment of various favorable federal and cantonal tax regimes. The TRAF provided transitional relief measures for companies that are losing the tax benefit of a ruling, including a for amortizable goodwill, equal to the amount of future tax benefit they would have received under their existing ruling, subject to certain limitations.

Absent discrete tax events, we expect our future ETR will be lower than the U.S. corporate income tax rate of 21.0 percent due to our mix of earnings between U.S. and foreign locations, which have lower corporate income tax rates. Our ETR in future periods could also potentially be impacted by: changes in our mix of earnings; changes in tax rates, tax laws or their interpretation, including the European Union rules on state aid; the outcome of various federal, state and foreign audits; and the expiration of certain statutes of limitations. Currently, we cannot reasonably estimate the impact of these items on our financial results.

In 2021, the Americas and EMEA operating segments’ operating profit and operating profit as a percentage of net sales increased when compared to 2020 due the recovery of elective surgical procedures when compared to the deferrals that occurred during the onset of the pandemic in 2020. These operating segments have various fixed costs that do not fluctuate proportionally to net sales changes, which results in improved operating profit as a percentage of net sales as net sales increase. In the Asia Pacific operating segment, while operating profit increased due to higher net sales in 2021 when compared to 2020, operating profit as a percentage of net sales decreased. The decrease in operating profit as a percentage of net sales was primarily due the effect of the China VBP which had a significant negative effect on pricing in 2021 without a corresponding reduction in cost of products sold. In addition, the amount of our foreign currency exchange rate hedge gains recognized in this operating segment in 2021 was lower than the amount recognized in 2020.

In 2020, operating profit and operating profit as a percentage of net sales for each of our segments declined compared to 2019 due to the effect of fixed operating expenses that did not decline proportionally with lower net sales from the impact of

We use financial measures that differ from financial measures determined in accordance with GAAP to evaluate our operating performance. These financial measures consist of GAAP net earnings and diluted earnings per share from continuing operations and exclude, as applicable, certain inventory and manufacturing-related charges including charges to discontinue certain product lines; intangible asset amortization; goodwill and intangible asset impairment; restructuring and other cost reduction initiative expenses; quality remediation expenses; acquisition, integration, divestiture and related expenses; certain litigation gains and charges; expenses to establish initial compliance with the EU MDR; loss on early extinguishment of debt; other charges; any related effects on our income tax provision associated with these items; the effect of Switzerland tax reform; other certain tax adjustments; and, with respect to earnings per share information, provide for the effect of dilutive shares assuming net earnings in a period of a reported net loss.

We have recast our previously disclosed financial measures to only reflect the results from continuing operations, thereby removing the discontinued operations of our spine and dental businesses from our financial measures. Additionally, we have included upfront charges and development milestones related to IPR&D projects acquired in a transaction other than a business combination in our financial measures. Previously, material charges for these IPR&D projects were excluded from our financial measures. We are making this adjustment due to recent guidance from the U.S. Securities and Exchange Commission. The years ended December 31, 2021 and 2019 are the only historical periods presented herein in which we had excluded such charges from our previously disclosed financial measures, and therefore those years have been recast to conform to the new presentation in the tables below. The impact of this change in the years ended December 31, 2021 and 2019 was a decrease to adjusted net earnings of $50.4 million and $4.3 million, net of taxes, respectively.

We use these financial measures internally to evaluate the performance of the business. Additionally, we believe these measures provide meaningful incremental information to investors to consider when evaluating our performance. We believe these measures offer the ability to make comparisons that are not impacted by certain items that can cause dramatic changes in reported income but that do not impact the fundamentals of our operations. The measures enable the evaluation of operating results and trend analysis by allowing a reader to better identify operating trends that may otherwise be masked or distorted by these types of items that are excluded from the measures. In addition, adjusted diluted earnings per share is used as a performance metric in our incentive compensation programs.

The following are reconciliations from our GAAP net earnings and diluted earnings per share from continuing operations to our adjusted net earnings and adjusted diluted earnings per share used for internal management purposes (in millions, except per share amounts):

As of December 31, 2021, we had $378.1 million in cash and cash equivalents. In addition, we had $1.0 billion available to borrow under a revolving credit agreement that matures on August 19, 2022, and $1.5 billion available under a five-year revolving facility that matures on August 20, 2026. The terms of the revolving credit agreement and the 2021 five-year revolving facility are described further in Note 14 to our consolidated financial statements.

We believe that cash flows from operations, our cash and cash equivalents on hand, cash received from selling a portion or all of our shares of ZimVie common stock and available borrowings under our revolving credit facilities will be sufficient to meet our ongoing liquidity requirements for at least the next twelve months. However, due to the continued uncertainties related to the pandemic, it is possible our needs may change. Further, there can be no assurance that, if needed, we will be able to secure additional financing on terms favorable to us, if at all.

Cash flows provided by operating activities from continuing operations were $1,404.3 million in 2021 compared to $1,075.6 million and $1,389.8 million in 2020 and 2019, respectively. The increase in cash flows from operating activities in 2021 when compared to 2020 was primarily the result of higher net earnings in the 2021 period. The decline in cash flow from operating activities in 2020 from 2019 was primarily the result of reducing our cash inflows due to lower net sales while we continued to pay many fixed operating costs. Additionally, in 2020 we terminated our accounts receivable purchase arrangements in the U.S. and Japan which we estimate negatively impacted operating cash flows by approximately $300 million. The 2019 period included a payment of approximately $168 million on a patent infringement lawsuit.

As discussed in Note 5 to our consolidated financial statements, we have the 2019 Restructuring Plan and a global restructuring program initiated in December 2021 (the “2021 Restructuring Plan”). The 2021 Restructuring Plan is expected to result in total restructuring charges of approximately $240 million, of which approximately $30 million was incurred through December 31, 2021. We expect to reduce gross annual operating expenses by approximately $210 million relative to the 2021 baseline expenses by the end of 2024 as program benefits under the 2021 Restructuring Plan are realized. The 2019 Restructuring Plan is expected to result in total restructuring charges of approximately $335 million to $385 million, of which approximately $210 million was incurred through December 31, 2021. We expect to reduce gross annual operating expenses by approximately $180 million to $280 million relative to the 2019 baseline expenses by the end of 2023 as program benefits under the 2019 Restructuring Plan are realized.

Under the Tax Cuts and Jobs Act of 2017, we have a $215.3 million liability remaining from a tax on the mandatory deemed repatriation of post-1986 untaxed foreign earnings and profits (“toll charge”) for the deemed repatriation of unremitted foreign earnings. This amount was recorded in income tax liabilities on our consolidated balance sheet as of December 31, 2021.

- We must determine as of each balance sheet date how much, if any, of our inventory may ultimately prove to be unsaleable or unsaleable at our carrying cost. Similarly, we must also determine if instruments on hand will be put to productive use or remain undeployed as a result of excess supply. Accordingly, inventory and instruments are written down to their net realizable value. To determine the appropriate net realizable value, we evaluate current stock levels in relation to historical and expected patterns of demand for all of our products and instrument systems and components. The basis for the determination is generally the same for all inventory and instrument items and categories except for inventory, which is recorded at cost. Obsolete or discontinued items are generally destroyed and completely written off. Management evaluates the need for changes to the net realizable values of inventory and instruments based on market conditions, competitive offerings and other factors on a regular basis.

- Our income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated future taxes to be paid. We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Significant judgments and estimates are required in determining the consolidated income tax expense.

- We are involved in various ongoing proceedings, legal actions and claims arising in the normal course of doing business, including litigation related to product, labor and intellectual property. We establish liabilities for loss contingencies when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Accruals for product liability and other claims are established with the assistance of internal and external legal counsel based on current information and historical settlement information for claims, related legal fees and for claims incurred but not reported.

- We evaluate the carrying value of goodwill and indefinite life intangible assets annually, or whenever events or circumstances indicate that the fair value is below its carrying amount. We evaluate the carrying value of finite life intangible assets whenever events or circumstances indicate the carrying value may not be recoverable. Significant assumptions are required to estimate the fair value of goodwill and intangible assets, most notably estimated future cash flows generated by these assets and risk-adjusted discount rates. As such, these fair value measurements use significant unobservable inputs. Changes to these assumptions could require us to record impairment charges on these assets.

We had net assets, excluding goodwill and intangible assets, in legal entities with Dollar functional currencies of $1,380.1 million at December 31, 2021.

We have audited the accompanying consolidated balance sheets of Zimmer Biomet Holdings, Inc. and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, 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, 2021, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2021 appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in (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, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 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, 2021, based on criteria established in (2013) issued by the COSO.