ZIMMER BIOMET HOLDINGS, INC. (ZBH) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that ZIMMER BIOMET HOLDINGS, INC. surfaced in its latest filing.

• Interruptions from enterprise resource planning system implementation negatively impacted product distribution in 2024, particularly an Americas ERP transition disrupting customer order fulfillment in the second half of fiscal 2024.2024
• One sterilization supplier experienced bankruptcy or other financial constraints in 2024.2024
• Existing litigation related to the change in go-to-market strategy in impacted markets, with potential for additional litigation.
• Total indebtedness at December 31, 2025 was $7.5 billion, with $0.6 billion in principal debt service obligations over next 12 months.December 31, 2025
• China implemented volume-based procurement processes that reduced margins and required renegotiation of distributor arrangements.
• Italian Pay Back law requiring reimbursement to government from medical device industry since 2015.2015
• Italian Fund for the Government of Medical Devices applicable to revenues from medical devices, large equipment, and IVDs since 2024.2024
• OECD Pillar 2 framework implementing a global minimum corporate tax of 15% for large companies; certain countries adopted legislation; OECD issued new administrative guidance on January 5, 2026.January 5, 2026
• Divestiture of retained ZimVie common stock completed in February 2023.February 2023
• Spinoff tax-free status relies on IRS rulings and opinion; potential substantial tax liability if not qualified.
• Attacks on shipping transiting the Red Sea caused increased shipping costs and transit delays.
• U.S. tariff and export controls policies experienced rapid change, with retaliatory tariffs adversely affecting cost of goods sold and revenue.
• Product liability lawsuits and claims related to various products are currently defended.
• Lawsuits challenging characterization of independent agents and distributors as contractors, potentially requiring withholding and benefit provisions with liability for unpaid past taxes.