Zimmer Biomet Holdings Inc (ZBH) 2016 Q2 法說會逐字稿

Good morning. I would like to turn the call over to Bob Marshall, Vice President, Investor Relations, and Treasurer. Mr. Marshall, you may begin your call.

Thank you, Sara. Good morning and welcome to Zimmer Biomet's second-quarter 2016 earnings conference call. I'm here with our CEO, David Dvorak, and our CFO Dan Florin. Before we start, I'd like to remind you that our discussions during this call will include forward-looking statements.

Actual results may differ materially from those indicated by forward-looking statements due to a variety of risks and uncertainties. Please refer to our SEC filings for a detailed discussions of these risks and uncertainties. During our call, we will compare revenues on a constant currency adjusted pro forma basis. This means revenues for the prior-year periods have been adjusted to reflect the inclusion of Biomet revenues and the impact to the previously announced divestiture revenues.

Additionally, expense ratios and related margin analysis through operating profit will be computed on the basis of an adjusted pro forma financials, as revised, adjusted in all periods for inventory step-up and other inventory, and manufacturing-related charges, special items, intangible asset amortization, financing and other expenses related to the Biomet merger and current tax adjustments, as applicable.

Reconciliations to non-GAAP financial measures discussed during our call to the most directly comparable GAAP financial measures are available on our website at, investor.zimmerbiomet.com.

With that, I'll now turn the call over to David.

Thanks Bob. This morning, I will review our second-quarter financial results and key highlights from our performance as well as the ongoing development and expansion of our musculoskeletal portfolio. Dan will then provide additional financial details and discuss our updated guidance.

Before I launch into these topics, however, I would like to take a moment to reflect on the one-year anniversary of the formation of Zimmer Biomet. Throughout this past year, we've continued to be guided by our long-standing value creation framework which focuses on investing for sustainable growth, driving operational efficiencies and redeploying capital in a disciplined matter.

We successfully integrated and leveraged the combined expertise and cultures of the two organizations, while executing on a highly complementary portfolio of technologies, services and solutions. Our financial results have provided the tangible proof points that Zimmer Biomet reflects our initial vision of an ideal fit.

Our Company has reached an important inflection point, having successfully reestablished top-line momentum by beginning to capture the promise of the attractive cross-selling opportunities inherent in our merger, in addition to successfully delivering on our synergy commitments.

We are now poised to move forward with our plans, which include the acceleration of our commercial and innovation strategic priorities. These priorities are designed to further enhance and sustain our growth well into the future.

Consistent with this progress, Zimmer Biomet generated solid revenue acceleration in the second quarter, again above the top end of our expectations, further validating our strategies to achieve above-market revenue growth by the close of 2016. Our steady advance towards this goal demonstrates the increasing productivity and focused execution of our commercial organization and for the balance of the year, will continue to exploit the opportunities presented by our differentiated musculoskeletal portfolio.

Turning briefly to market conditions, in the second quarter, the demand across the globe for musculoskeletal solutions continued to grow at a steady pace, in line with our expectations and consistent with recent quarters.

With regard to pricing, we experienced negative price pressure of 1.2% in the quarter, consistent with broader trends throughout 2016. Against this backdrop, Zimmer Biomet delivered second-quarter consolidated net sales of $1.93 billion, which represented an increase of 65.6% on a reported basis, and 4.5% adjusted compared to the prior-year quarter.

We increased sales in each of our segments, with Americas up 3.6%, Europe, Middle East and Africa [regions] growing 4.5%; and the Asia-Pacific region delivering 8.2% growth. Within our consolidated results, Zimmer Biomet's knee category grew sales 5.0% in the second quarter, reflecting positive volume and mix of 6.5% and negative price of 1.5%.

Our US knee business continued to deliver solid results, which contributed to a sales increase of 3.0% in the Americas. We also achieved strong revenues in markets across the Asia-Pacific and Europe, Middle East and Africa regions, where we increased sales over the prior-year period by 9.6% and 7.1%, respectively.

As anticipated, the cross-selling opportunities of our market-leading knee portfolio continue to drive growth, led by the ongoing sales performance of premium reconstructive systems such as our flagship Persona, the Personalized Knee System and the Vanguard 360 Revision Knee System.

In addition, during the quarter, we marked the 40th anniversary of the launch of the Oxford Partial Knee, the most widely used and clinically proven partial-knee replacement in the world, which has been used in more than 600,000 surgeries across 50 countries and featured in more than 280 published studies. And, as part of our commitment to continuous product innovation, during the second quarter, we released a series of next-generation enhancements to our OSS, Orthopedic Salvage System. Advancing this unique solution for salvage revision procedures and oncologic applications. As we look to the second half of the year, we will further leverage the commercial opportunities of our knee portfolio for the ongoing growth of this important category.

Turning to our market-leading hip business, we accelerated consolidated sales growth to 3.2% in the second quarter, including positive volume and mix of 5.4% and negative price of 2.2%. Hip revenues grew: 8.1% in the Asia-Pacific region; 3.6% in Europe, Middle East and Africa; and 1.5% in the Americas compared to the prior-year quarter. The second-quarter progress of our hip category was led by our innovative Taperloc Complete System and our comprehensive revision portfolio in addition to our Vitamin E-infused advanced bearing materials, Vivacit-E and E1. During the quarter, our sales channel focused on increasing the adoption of differentiated recent additions to our hip offerings, including the Echo Bi-Metric Microplasty Stem and the Arcos One-Piece Revision System.

We also continue to gain traction with the G7 Dual Mobility Construct. This unique solution is designed to achieve stability with optimal range of motion and is compatible with a full line of fixation options within our G7 Acetabular System. We plan to further deliver hip growth in the second half of the year, backed by a diversified portfolio of solutions that address a broad spectrum of clinical challenges and surgical approaches.

Importantly, we increased our S.E.T. revenues by an impressive 7.2% in the second quarter, supported by the positive US performances of every business within this category. In Surgical, our sales were again strengthened by our offerings for the OR suite, led by the Transposal Fluid Waste Management System and the ATS Automatic Tourniquet System.

From our Sports Medicine portfolio, we continue to deliver attractive growth, with our joint preserving Gel-One Hyaluronate Injection and the Subchondroplasty procedure in addition to a solid initial quarter of results for our Quattro Link Knotless Anchors and XTRAFIX System from our recently expanded line of Advanced Soft Tissue Repair and Reconstruction Solutions.

Within our market-leading extremities business, we have been pleased with the ongoing sales performance of our Comprehensive Total Shoulder System and the Nexel Total Elbow. And through the increased productivity of our trauma commercial teams, we sequentially improved our trauma performance, with steady sales of our AFFIXUS Hip Fracture Nail System and a Natural Nail System. Going forward, we plan to continue accelerating growth in our SET category as part of our global strategy for a diversified and sustainable revenue platform.

Zimmer Biomet dental sales decreased 0.8% in the second quarter, representing a stabilizing sequential performance that had set the stage for expected growth in the second half of the year. In addition to benefiting from the increased harmonization of our dental commercial channel, during the second quarter, we successfully resolved a supply disruption associated with a voluntary product action that occurred in the fourth quarter of 2015.

We also continued to improve sales acrossed our dental portfolio, including our market-leading regenerative solutions. From our dental commercial pipeline, we've been pleased with the ongoing US launch of the 3i T3 Short Implant designed for challenging vertical grafting procedures and the 3.1 millimeter diameter aesthetic implant for narrow anterior sites. We will remain focused on the improvement of our dental business in the second half of the year, leveraging our scale, expertise and competitive portfolio of dental solutions.

Our spine, craniomaxillofacial and thoracic category increased sales 1.4% over the prior-year quarter. Our craniomaxillofacial and thoracic team continues to grow sales of our recently launched RibFix Blu System and OmniMax MMF System, while delivering strong results with our TraumaOne and SternaLock Blu Systems.

In our spine business, we continued to deliver steady revenues with the Polaris Spinal System as well as the Timberline Lateral Fusion System, an offering which we enhanced during the quarter with valuable expansions. Our spine results were also supported by sales of our recently launched Vitality Spinal Fixation System.

Going forward, we are well-positioned to capture the opportunities resulting from our acquisition of LDR Spine. By joining together with this successful and innovative international spine company, we are enhancing the scale, portfolio and capabilities of our global spine business, including an immediate leadership position in cervical disc replacement, the fastest growing segment of the $10 billion spine market. We have also gained a number of valuable new offerings to expand our minimally invasive technologies.

In addition, earlier this month, we acquired a controlling share of French surgical robotics innovator, Medtech SA, including its Rosa Robotics Platform for a range of minimally invasive brain, neurological and spinal procedures. This advanced combination of robotics technology, with surgical navigation, will further diversify our spine and CMF portfolio as well as bolster our strategy to offer the industry's broadest range of intelligent instrumentation options.

Furthermore, we see significant potential to leverage this platform technology for additional anatomical sites in the future. Upon acquiring the remaining Medtech shares in the coming months, our integration priorities will focus on building a strong foundation to support the expansion of this platform technology across our musculoskeletal portfolio.

We will prioritize future application development and ensure that R&D resources are expanded appropriately. We will also ensure the key capabilities and support functions, such as manufacturing and quality systems, are built out in a manner that will support our growth plans.

These and other highly complementary transactions, in combination with the diversified internal pipeline, are accelerating our strategies for delivering sustainable longer term revenue growth across all musculoskeletal markets. The ongoing expansion of our personalized technologies, services and solutions also allows us to play a meaningful role in transforming healthcare by addressing the evolving needs of the sector.

To that end, earlier this week, we were pleased to unveil our latest offering, Signature Solutions. This comprehensive suite of clinical services and technologies is designed to assist hospitals and medical practices to seamlessly transition to value-based healthcare models by maintaining excellent patient outcomes while maximizing procedural and cost efficiencies across the entire episode of care.

Built on our nine decades of musculoskeletal expertise, Signature Solutions will combine Zimmer Biomet's established consulting platform with a strategically curated suite of technologies and services that drives improvement across every aspect of the healthcare value equation. We will initially offer Signature Solutions to musculoskeletal service lines that select academic facilities in the United States, leading the way for a broader release scheduled for 2017.

Importantly, we expect the expansion of Signature Solutions to coincide with an increased focus on knee and hip replacement at US facilities participating in Medicare's CJR payment model. Through innovative service-driven offerings such as this, we're deepening our commitment to advancing standards of musculoskeletal care and enhancing our partnerships with healthcare stakeholders.

With that, I will turn it over to Dan, who will continue this discussion in greater detail as well as review our revenue and earnings guidance. Dan?

Thank you, David. I will review our second-quarter performance in more detail and then provide additional information related to our second-half and full-year 2016 sales and earnings guidance. Our total revenues for the second quarter were $1.934 billion, an increase of 4.5% constant currency compared to the second quarter of 2015 on an adjusted pro forma basis.

The net currency impact for the quarter on revenue was not material to consolidated results. We had just over one additional billing day in the quarter as compared to the second quarter of 2015, which contributed approximately 190 basis points of growth in the quarter on a consolidated basis. The billing day differences varied by geographic segment with the Americas and EMEA having one and two extra billing days, respectively. There was essentially no impact in the Asia-Pacific region.

Our adjusted gross profit margin was 75% for the quarter and 80 basis points lower when compared to the prior-year adjusted pro forma results, due to the impact of unfavorable foreign currency and price declines. The Company's R&D expense was 4.6% of revenue at $88.6 million.

Adjusted selling, general and administrative expenses were $732 million in the second quarter, or 37.8% of sales which was 220 basis points lower than the comparable period in the prior year on an adjusted pro forma basis. SG&A leverage was again driven by our synergy initiatives, partially offset by ongoing investments in our specialized sales forces around the globe as well as additional medical training and education programs. We remain on track to deliver cumulative net EBIT merger synergies of $225 million by the end of 2016 which is ahead of our expectations at the time of the merger closing and consistent with our full year of guidance.

In the quarter, the Company recorded pre-tax charges of $430 million in special items, primarily related to the Biomet acquisition, including $307 million of non-cash amortization and inventory step-up charges as well as integration-related expenses. Adjusted second-quarter 2016 figures in the earnings release exclude the impact of these charges. A full reconciliation of reported net earnings to adjusted net earnings is included in this morning's press release. Adjusted operating profit in the quarter amounted to approximately $630 million, or 32.6% of sales which was an increase of 160 basis points when compared to the prior-year period.

Net interest expense and other non-operating expenses totaled $89.6 million in the quarter. Our adjusted net earnings were $407.1 million for the second quarter, an increase of 47% compared to the prior-year period. Adjusted diluted earnings per share increased 27.8% to $2.02 on 201.9 million weighted average fully diluted shares outstanding.

Our adjusted effective tax rate for the quarter was 24.7% which included approximately 70 basis points of benefit from the early adoption of a new tax accounting rules for stock-based compensation. With the early adoption of the new accounting standard we also revised our Q1 tax rate by 50 basis points which resulted in an incremental 0.01% or $0.01 to earnings per share in the first quarter.

Operating cash flow for the quarter amounted to $380 million, which included $101 million of cash expenditures for integration and initiatives related to our synergy program. Capital expenditures for the quarter totaled $118 million, including $72 million for instruments and $46 million for property, plant and equipment.

Our free cash flow in the second quarter was approximately $262 million compared to $115 million in the second quarter of 2015 and was in line with our expectations. During the quarter, the Company repaid $100 million on our term loan, reflecting $1 billion of debt repayment since the closing of the Biomet transaction one year ago.

I would like to now review our guidance. I will provide updated revenue and adjusted earnings per share guidance for the full year as well as our expectations for the second half of the year. Our guidance reflects continued accelerating sales momentum, consistent with our prior expectations plus the addition of exciting new technologies, such as the LDR portfolio, which we believe positions us well for sustained above-market growth for years to come.

For a full-year 2016, we now estimate revenues to be in a range of $7.68 billion to $7.715 billion, or an increase of approximately 28% on a reported basis and 3.0% to 3.5% on an adjusted pro forma basis, in each case as compared to the prior year. The adjusted pro forma revenue guidance is inclusive of approximately 100 basis points of contributions related to the LDR transaction.

We now expect foreign currency translation to decrease revenue in 2016 by approximately 0.5% compared to our previous estimate of 1.0%, with the Japanese yen strengthening against the US dollar, partially offset by the weakening British Pound. Therefore, organic revenue growth, on a constant currency adjusted pro forma basis, is now expected to be in a range of 2.5% to 3.0%. Previously, the Company estimated full-year revenue growth to be in a range of 2.0% to 3.0% on a similar basis.

Turning to the full year of P&L, after updating our assumptions to reflect our recent acquisitions and planned strategic investments as well as foreign currency exchange rates, our full-year adjusted diluted earnings per share is now expected to be in a range of $7.90 to $8, the achievement of which would mark our fifth consecutive year of expanded adjusted operating margins.

Our reported earnings per share are expected to be in a range of $1.50 to $1.75 after giving us back to our year-to-date results and anticipated special items in the second half. Special items are largely associated with non-cash amortization, costs incurred to capture net targets and acquisition-integration expenses.

As we look to the second half of the year, revenue growth is expected to be in a range of 4.0% to 5.0% for both the third and fourth quarter with one less billing day in Q4 compared to the prior year, a 150 basis point headwind. Foreign exchange is estimated to decrease revenue in both quarters by about 30 basis points.

Reported revenue is expected to be a dollar range of $1.830 billion to $1.850 billion for the third quarter and $2.010 billion to $2.030 billion in the fourth quarter. Constant currency growth on a day adjusted basis is expected to be in a range of 4.3% to 5.3% for the third quarter and 5.8% to 6.8% for the fourth quarter.

Excluding the impact of the LDR acquisition, constant currency day-rate growth is expected to be in a range of 2.5% to 3.5%, and 3.5% to 4.5% for Q3 and Q4, respectively. Working down the P&L, during the second half of 2016, we expect gross margins to be a range of 75.0% to 75.7%, consistent with the first half of the year.

R&D and SG&A as a percentage of sales are expected to increase from the first half of the year to reflect recent acquisitions and planned strategic investments. We now estimate R&D expense to be in a range of 4.7% to 5.2% of sales in the second half, and SG&A expense to be in a range of 37.5% to 39.5%.

We expect higher expense ratios in Q3 and lower in Q4 to properly reflect seasonality. The effective tax rate in the second half of the year is expected to be approximately 25%.

To wrap up, we expect Q3 adjusted earnings per share to be in a range of $1.76 to $1.80 and Q4 to be in a range of $2.11 to $2.17. Finally, please note that our guidance does not include any impact from other potential business development transactions or unforeseen events.

David, I will turn the call back over to you.

Thanks, Dan. Zimmer Biomet sales performance in the first half of 2016 demonstrated the effectiveness and coordination of our industry-leading commercial organization, reinforcing our confidence for exiting the year at above-market growth rates. In addition to promising opportunities across our portfolio, we will continue bringing differentiated new products to market in 2016, including technologies, services and solutions that represent compelling value in the evolving healthcare environment.

These internal developments from our R&D pipeline will be joined at the second half of the year by new offerings from our recent acquisitions, which further enhance our portfolio's leadership position.

And now I'd like to ask Sara to begin the Q&A portion of our call.

(Operator Instructions)

Bob Hopkins, Bank of America.

So congrats on the progress this quarter; nice to see. I've got a couple of -- first, a clarifying question just for the guidance because obviously, there's a lot of moving parts here in terms of selling days and pro forma numbers. Dan, in Q1 of this year, organically, you grew 1.2% on a same-day selling basis. I think that number for Q2 is 2.6%; is that right?

2.5%, Bob. Yes.

Okay. So 2.5%. So 1.2% and then 2.5% and then the guidance for Q3 and Q4 on the same basis is 2.5% to 3.5% and then 3.5% to 4.5%; is that right?

That's correct.

Okay, so 1.2% going to 2.5% and then up from there and then up from there again. Okay. And then just on a selling day basis in Q1, just so we have it correctly, I think you said in the Americas, there was one extra day and in EMEA, there were two?

In Q2, that is correct. One extra day in the Americas, two extra days in EMEA.

Okay. Great. That's super helpful. Thank you. More substantively, I was just wondering if you could talk a little bit about US hip and knees. Obviously, across the organization, you had nice acceleration in growth. On a selling day basis, if there was one spot where I thought there might be a little momentum, it was maybe US-Americas business for hips.

So I'm wondering, David, if you could just elaborate on what's going on in the Americas? Is US strong and then maybe some of the other territories in Americas a little bit weaker? Just maybe talk about the US hip market and the US knee market separate from the other Americas. Thank you.

Sure, Bob. We continue to make progress in closing the gap to market in both large joint categories in the United States; probably more substantial progress sequentially from the first quarter to the second quarter in hips but that stands to reason relative to some of the product launches that have already come out this year, we're finding a lot of traction with strengthening our revision line.

As we talked about in the past, the Biomet portfolio greatly shores up some of the gaps that we had on the legacy Zimmer side and the commercial teams are taking advantage of that on the hip side. We probably saw an earlier recovery of the Knee business on the US front and then that was sustained sequentially from Q1 to Q2.

So we feel good about the momentum. We have a lot of opportunity going forward. Both large joint categories in the United States and obviously, these are categories that have performed quite well outside of the US for us, particularly the knee business over the course of the last couple of quarters now.

How about the tone of the US market though for hips and knees, now that we have seen a bunch of players report? What is your view on Q2 market growth trends for US hips and knees?

I don't see there being a substantial adjustment to the pace. Obviously, these demands are consistent in the global markets, quite stable in that regard as it relates to the US in particular. You have a little bit of a shift from Q1 to Q2, just on billing days and I think that everyone, Bob, talks about the billing days in absolute terms because that's the cleanest way to talk about it.

But you have to be careful about not acknowledging that there are some shifts in billing day mix from Q1 to Q2 and if Easter hits at a particular point in time and Good Friday gets pushed from Q1, Q2, back and forth from one year to the next, that can have some dynamics. So I think you're better off measuring the pace and stability of that US market across the longer period rather than just isolating transition from Q1 to Q2.

Great. Congrats on the progress.

Thanks very much, Bob.

Mike Weinstein, JPMorgan.

(Operator Instructions)

Larry Biegelsen, Wells Fargo.

It is actually Craig on for Larry. I just -- I wanted to start at Medtronics Analyst Day, Medtronic talked about, for the first time publicly, introducing lower price knee and hip implants. There are also a couple of other players that are looking to go the less expensive implant route. And I know within CJR, it's been talked about numerous times that the focus is going to be on post-acute care savings.

But you do -- you're going to have these companies that are going to the hospitals with less expensive implant offerings so I did just want to get your thoughts on how that model could impact the industry and if you guys have a -- would have a response to that?

Sure Craig. I think that there's nothing new in that announcement. Obviously, across the globe, we compete against a large number of companies, some of whom are taking that segment of the market by way of focus and if anything, I would tell you that we are better positioned than ever because of the Zimmer Biomet combination.

We have not only the capability to position our systems at a price point to meet the clinical needs and the demands of customers to match anyone but we're doing that with clinically proven products that have been out for, in the case of NexGen, 20 years, and our service capabilities at the same time, with our scale, can deliver that product in a cost-efficient way, in a manner that meets the service needs of those customers as well.

So nothing new in the way of that announcement, obviously, we take any launch seriously. We pay a lot of attention to the competitive environment and do that in a very respectful manner because that leads us to running the business in a more confident fashion but there isn't anything about that particular announcement that we find to be game-changing relative to the marketplace.

(multiple speakers) I would go on, I guess, Craig, to tell you that I think to the extent that the value-based models are going to become more significant in a US market and this is the case in some of the OUS markets that we have operated in for a long, long time. If someone grabs a product to save a few dollars and ends up with a clinical problem and remember the patients at the same time, they're becoming much better educated and their expectations for a return to the lifestyle that they have a vision with respect to getting to, is better informed than ever.

Using the wrong product, ending up with the wrong patient result, the reputational damage and quite soon, the economic consequences of doing that are going to be dialed in at a much more significant way. So again, proven clinical technologies are going to be more important in the environment that we're going to be operating in rather than less, and I think that whether it's surgeons or hospital administrators, they are going to be making business decisions in accordance with that environment that they're -- in which they are operating.

Okay, thanks for that. And then just on the Medtech acquisition, or the investment in the subsequent acquisition, I wanted to ask your thoughts about you mentioned, well, obviously spine, the spine application for -- from Medtech and then potentially moving into other anatomical areas.

So I want to ask, from a strategic point of view, why robotics works in spine and some of the other anatomical areas but may not work in hip and knee, as you've spoken numerous times about one of your competitors and the robot that they acquired. So I just wanted to understand some of the differences between the different segments within broader ortho.

Sure. This is all part of a decade-long effort that we've had underway to offer the marketplace with the broadest array of intelligent instruments and as we've said all along, we are agnostic as to the form that, that technology takes but what's important to us is to create value with these technologies and think about that in three key areas.

First and foremost, is to improve the quality of outcomes. Secondly, to ensure that, that technology is efficient and creates value for our customers. And then thirdly, and this is going to become increasingly important in the value-based world that we're going to be operating within, is patient volume capture.

So that means the clinical outcome can't go backwards. The cost of the technology can't be positioned in a way where it doesn't provide the customer with a return and it certainly can't prolong a [lot of] times or the terms of those ORs in a manner that the cost of the patient volume to decline in that important service line for the customers.

So with all of that, by way of background, we obviously in Patient-Specific Instruments, and iASSIST, and eLIBRA, et cetera, and the more traditional navigation have made significant investments and do thousands and thousands of procedures that are supported by those technologies.

To the extent that robotics can augment where it is a value creator, the cases that are being done, then that is enough for it is worth putting forth and we believe that it will create value.

Now, this is a technology that is very well advanced, the better part of a couple of decades of effort that have gone into it. And it really augments and complements what we've been doing out of our Montreal operations for over a decade, what they've been doing for two decades as ORTHOsoft, the navigation of the development of the iASSIST technology.

So very complementary; it will be integrated into those technologies but it has to create value. The Medtech Group has done a good job of taking that technology forward, addressing technical challenges that existed when we looked at similar technologies over the last many years and that is the difference maker to us.

So it has the potential of being leverageable across other muscular skeletal sites but obviously, at the start point, we'll focus on the current applications and the beginnings of the launch in the spine space and do that in a way where we make sure that we're getting the foundation right to ensure that we don't have hiccups or hit speed bumps as we roll out those technologies and the applications across various anatomical sites.

So if you look at spine, specifically, obviously the success rates, patient satisfaction rates are quite different than knees and hips. And this is one of the things that we can do along with LDRs, Mobi-C along with LDRs, minimally invasive technologies and implants to provide a better patient outcome. And so we will be focused in those areas first and then over time to the extent that we can create value with this technology in other areas, you should expect to see those applications get launched as well, Craig.

Mike Weinstein, JPMorgan.

Thank you. First off, I apologize. I think you, and Boston went to Q&A exactly at the same time, so my apologies there.

That's okay, Mike.

So David, when I look at your 2Q performance and the acceleration that we're seeing in the business, part of what, I think, impresses me most is what we're starting to see in the SET business this quarter; and if you think about the second half of the year and the guidance for the sequential acceleration in the top line growth of the Company, is SET the number one driver? Is that how we should think about it?

It is broad-based, Mike. I would tell you quite literally, across every business unit, we expect and have opportunities to accelerate the growth so we would expect to sustain that level and perhaps pick up the pace even within SET because we love our opportunities there. And yet we see opportunities in the other product categories, just the same.

That SET side, we talked about this at the point of announcing the Biomet combination, and again, these were business units where, in market subsegments where we had lower share, we had scale challenges and some product gaps. Biomet was in the exact same position and it really was a complementary fit when you brought those product lines together, the product pipelines together. And importantly, the capability given the competitiveness of that combined portfolio in each of those product categories to justify building out more specialized sales forces.

I tell you that, that is just now what you're starting to see the benefit of and that's a big difference maker so you've got this competitive bag and historically, organizations that were primarily driven by generalist, and are in the future and you're starting to see good results of this going to be driven by sales force specialization where appropriate.

It is going to continue to be a growth engine for us. I think what you will see is, spine will take that form as we get through the LDR integration as well.

David, the timing of creating these specialized sales forces in trauma, and maybe just to clarify, so it's trauma, upper and lower extremities, sports medicine, where you going to have specialized sales forces? And what is the timing of having those in place?

In all of those areas and then add a group like surgical, obviously, we are already there with spine, dental, so anything that's non-large joint, you should expect some form of specialization, whether those are product specialists or outright direct reps that are focused exclusively on those product categories. And obviously, the product category and the geography will dictate the level of specialization. But they exist today.

It was one of the things that we drove, Mike, in the integration early on is to make critical decisions that would optimize our performance across all of these product categories. And since then, we've been adding more specialized reps to each of these categories and we're up on a net basis substantially in the non-large joint categories; in fact, we're up on a net basis, both Q1 and Q2 on the large joint side, too. So this is just the beginning of driving this momentum and we're really enthusiastic about what we're seeing.

Great. David, I think just on this topic, I think probably a lot of people don't appreciate the challenge in some those businesses historically for Zimmer of competing with companies that have specialized organizations, whether it's trauma or in extremities. Ones that were -- had larger footprints or were able to make those investments before seem to have the upper hand a lot of times in those markets relative to where Zimmer, which was working off a smaller footprint in some of those markets. But obviously, this very large reconstructive presence. That move to the specialized effort by Zimmer is a big change and should have a big impact on the business, I would think.

I think that, that is right, Mike, and I think it was something that was undervalued at the time that we announced the deal. We articulated that is a strategy but understandably, people want to see you get further -- far enough into executing that strategy and putting some results on the scoreboard before they can fully value it. This is installment one here in Q2 for the new Zimmer Biomet for these kinds of results.

David Lewis, Morgan Stanley.

Just a couple of questions, maybe I will start with Dan. So Dan, you increased guidance for operating expenses in the back half of the year. It does sound like from the commentary most of that was tied to LDR but I guess, just thinking about the accelerating revenue and the drop through to the bottom line in the back half of the year, it sounds like you certainly believe organic growth can accelerate. Are there other investments that we should be thinking about you making to grow the business in the back half that would prevent drop-through in margin progression back half this year into 2017?

Sure, David. I think, first, importantly, as we said in our prepared remarks, with the Biomet integration solidly on track and accelerating revenue growth that it really does put us in a position to make important strategic investments and certainly, the LDR acquisition being part of that effort. So, very excited to have LDR in our spine portfolio. It's a big opportunity for us to transform our spine business.

As you know, as an independent company, LDR was generating operating losses, which we're absorbing in the second half of the year and as we eliminate redundancies and integrate the back office, et cetera, we will grow that business and that will begin to turn. As we said at the time of the deal announcement, the transaction is expected to be neutral to net income in 2017.

So for the back half of 2016 and the full year of 2016, we are delivering on our -- towards the high end of our original EPS guidance while also making strategic investments like LDR, like Medtech, Signature Solutions, which David referred to, on top of specialized sales forces and medical training and education. So Those are the types of investments that we're able to make while delivering on our EPS and we think that is the smart investment to make and really positions us well going into 2017 with that accelerating top line.

Okay, thanks, Dan. And then David, just thinking about your comments on growth, both on a conference call for LDR as well as this morning, I don't want to put the cart before the horse here, we're only halfway through the year and organic growth is moving in the right direction. It just seems like when you're talking about relative to the other businesses, first half of the year was Recon stability; second half of the year was all the improvement other businesses like SET and spine.

It just feels like if this momentum continues over the next two quarters, you should exceed the top end of your organic guidance range and I guess, I'm trying to take your qualitative momentum commentary with the guidance. It sounds like -- you think there's a lot of momentum, I think if that carries forward, you do better than the top end of the guidance.

Is this just baby steps or is there anything you can think of, either in Recon or other businesses that potentially are headwinds in the back half of the year that we may not be thinking about relative to the momentum that looks obvious?

There really isn't anything that is significant in our minds. Obviously, the world's a dynamic place but we are lining up the sequential quarters of improvement. It's a big business so points of growth are meaningful numbers. I think we're being prudent about the pace of improvement, David, between now and the end of the year and what's really important to us is to make sure that we're doing this methodically so that it leads to a sustainable and durable growth rate on the top line as we exit 2016 and into 2017.

Again, you look at the clean view of the organic growth rate that we spoke about and you've got nice steps that are contemplated for both Q3 and Q4 and then that creates a nice jump off point for 2017, which is absolutely consistent with what we came into the year articulating we would accomplish.

Okay, and then David, just one last thing on just the environment. Relative to pricing, it was a little worse this quarter but frankly, it's still tracking at lower rates than we've seen over the last few years. Are we at a new normal level for pricing that is a little better or is it just simply to early to tell? Thank you, and I'll jump back in queue.

Sure, David. I think it's too early to tell, notwithstanding the fact that it is the case that over the course of the last three quarters, we've been on the lower end of the range of what we've seen for the last 2.5 years. The 2.5-year range for us, at least, has been pretty tight.

It has been minus 1, to minus 2, so three quarters in a row, closer to that minus 1. But that's not a refinement that I would tell you is something that you ought to set into your thinking for the market that we are operating with. And the only other thing I would tell you is, it is the case with this broad portfolio that we have a lot of opportunities to position products and technologies and proven projects and technologies that, that to meet those customer demands.

So that obviously helps us manage price and I'm optimistic that whatever the market environment takes us to, that we're going to be in a nice position to perform at a good level in that context that we're operating within.

Matt Taylor, Barclays.

This is actually Young Li in for Matt. Thanks for taking our questions. I guess first on the spine business, just the LDR acquisition, is scale becoming even more important as hospitals consolidate vendors and do you now believe you have the scale to effectively compete? If not, how much bigger do you think you need to get?

Yes, we absolutely are in a position with the LDR combination to compete effectively in the marketplace. I think that scale does matter. Scale matters as it relates to the completeness of one's product portfolio. It matters relative to your capability to build out a first-class sales force on a global basis.

It matters in your ability to continuously reinvest in the business, research and development, and avoid product gaps, and have a nice mix of the more me-too oriented products so you don't have a hole, as well as some of the things that are more aggressively going after addressing unmet needs.

The Medtech acquisition would be an example of the latter, the Mobi-C products within the LDR portfolio would be a good example of the latter. So we're absolutely in a position where we're going to be able to compete effectively. I do think that it is going to become increasingly the case where, with the consolidation of customers and their desire to eliminate large numbers of vendors and consolidate themselves that the one-stop shop provider. And not only are we going to be to do that in the spine business, we're doing that across musculoskeletal service lines as a whole. And I think that you'll see a continuing trend towards that within the marketplace and it obviously plays to our advantage.

Okay, great. Thanks. Maybe a macro question just on market conditions. You mentioned it's grown at a steady pace. I heard your comments to some of the questions earlier as well but can you just maybe comment on how sustainable this trend can be?

I think very sustainable. If you bump around from one quarter to the next, like I said, there can be some billing day differences, some day mix differences but look, at the end of the day though, population globally is aging. The need for these procedures is growing, that is unmistakable. This is in the case of large joints. The only solution for someone in advanced stage osteoarthritis in these procedures work and that underlying demand is just not going to change.

You can forecast out the numbers and see how that percentage of the population that's aging and the period where there are more likely to need a total joint is going to continue to grow for years to come. So to us, that's the basis upon which we make our business decisions as opposed to bumping around from one quarter to the next with minor variations and growth rates.

The dynamics are quite stable; the union -- or the unit demand, the pricing environment that we've been in and to the extent that there is going to be any change in the United States market, for example, the movement towards a more value-based environment for reimbursement, we're going to have the broadest of service offerings and the most cohesive capability to come in and partner more deeply with our customers to help them address their needs across that episode of care. So we like the operating environment.

Kyle Rose, Canaccord.

I echo the statements on a strong Q2. Wanted to touch a little bit more on a macro perspective in the US. I think about two years ago, certainly less, as Zimmer launched the be Z23, the outpatient-focused programs. I wondered if you could give us updates on not necessarily that program specifically but just s the development of the outpatient market.

Where you think that could shift over -- for the next three to five years, just from a percent of procedures moving to the outpatient. And then also saw that at CMS, in their proposed rule, is opening up commentary for potentially allowing for reimbursement of total joints in the Medicare population. So just s any thoughts on the macro overall and then what that could potentially mean if CMS does cover it moving forward?

Sure, yes, the concept of that program, as you'll recall, Kyle, is healthy patient, sick knee. So if you think about it whether it's that particular setting or the broader movement towards value-based reimbursement, these are all driven by the same trends, aging population, these providers of the solutions being pushed to do it more cost effectively than ever.

And I think that our Z23 Program, Signature Solutions, are specifically designed to shape that solution and we've had good success with that program. We're ready to expand that program and do more with it and it is very integrated into our Signature Solutions offering because it is meeting the same demands that these customers are facing.

So it just stands to reason that for the right patient, that the capability to get them in and out of the hospital, to avoid the potential of high-risk consequences or readmissions in the form of nosocomial infections that can be more pervasive in an acute care setting, they ought to be doing those procedures outside of the acute care setting.

There are many, many patients where you're not going to be able to do that for the foreseeable future so I think that the providers understand that, that is an opportunity. It is a message that has resonated well with the surgeons. It is a small percentage today; it's going to grow. I hesitate to predict where that lands. I think that, that really needs to be driven by the way the patients present.

And I think that's part of the work that needs to be done is to very carefully refine which patients are qualified for that setting and those that aren't. But again, the data that we're going to be able to generate over a reasonable time period with our Signature Solutions effort is going to be part of what allows us to make those informed decisions and to continuously refine the model because it's end to end. So we will be building data in through the Z23 program, Signature Solutions and that's going to allow diagnosis and care pathway decisions to be made on a better informed basis than those decisions have ever been made in the past.

Great. I appreciate that color. Thank you. And then just last one on just M&A thoughts -- we've seen a couple of tuck-in acquisitions and then I'll -- with Cayenne, and the Medtech, the Rosa deal, but some bigger ones as well with LDR. Just talk about your appetite for continued investments over the back half of the year and what we should expect.

We think that we've done a nice job of landing meaningful transactions to continue to execute our strategy and to us, we do that strategic planning work and identify areas where we can create value in areas of need and irrespective of whether that ends up being solved or addressed through internal or external development, that it's all part of the same program.

And it just so happened that many of those efforts came together in that Q2 time period and as Q2 closed out, we moved into Q3 so I wouldn't expect that pace to be continuing into the second half of the year but we're always going to be evaluating these opportunities. We've got terrific chances to get after building out the innovation pipeline and executing on that, and I think that, that is going to carry us into 2017 nicely.

And as we digest those and look forward obviously, you get past a year, year-and-a-half and the cash that we're going to be generating as a business is going to put us in a great position to go on and do more, including potentially significant ones. But I think you ought to think about us as feeling good about what we have under the umbrella right now and focused on exploiting the opportunities that have come with the deals that we've done over the last couple of years largely.

We have time for one additional question.

Joanne Wuensch, BMO Capital Markets.

Very nice quarter, and thanks for taking the question. Two questions, actually. I just want to confirm that the change in the tax accounting adds about $0.04 to the year; is that the right way to think about it?

JoAnne, this is Dan. For the first half of the year, it adds $0.03, a $0.01 in Q1, and $0.02 in Q2. We would estimate the back half to be about an incremental $0.01 so that's about right, $0.04 for the full year.

Thank you. And then I was really interested in your commentary regarding sales force buildout, not just in your specialized targeted sales forces but also in your large joint that you've seen increases. Can you qualitatively talk about how your sales force looks this year versus this time last year, when everybody was worried about defections and departures? Thanks.

Very stabilized foundationally, JoAnne, across the globe. And obviously, we have a long period of time between signing and consummating the Biomet deal to do that planning work; but then you're standing by aggressively until the deal closes and I think our commercial leaders did an outstanding job in the second half of 2015 of executing those plans.

And it created some significant opportunities as we appointed leaders then to sort out the product portfolio and the customers being covered by reps to start to build greater emphasis in the non-large joint categories where appropriate and we took advantage of that opportunity. And then we started to build the pipeline of recruiting of new reps that would be able to fully exploit the opportunities, particularly in -- outside of large joints.

So, that pipeline got built towards the end of last year, those positions were brought on and obviously, it takes time for those reps to become productive. So I think in Q2, you're just seeing the early signs of that productivity. It's going to continue into the second half of the year but this is going to be a dynamic that is forever for us with the critical mass scale, competitiveness of our portfolios across all product categories and our innovation pipeline and capability to make a difference with service lines, like Signature Solutions, going forward integrating all of this.

We're going to continuously build out that sales force and that's going to be a real strength for the organization going forward on a global basis. So the local leaders are going to make these decisions as to what level of specialization they need because they're closest to the opportunity and the customers and where it makes sense because it is a less populated environment for the call point is overlapping.

Then we will have the same rep going after that business to the extent that the call point is more separated and it is a highly populated area. You should expect to see us with more specialization in those markets. But we've made tremendous progress in this regard in both the first and the second quarter and we'll continue to execute that plan going forward.

Wonderful, and thanks on a good quarter.

Thanks again, Joanne. So with that, I'd like to thank everyone for joining the call today and for your continued interest and support for Zimmer. We look forward to speaking with you on our third quarter conference call. I'll turn it back over to you, Sara.

Thank you again for participating in today's conference call. You may now disconnect.