Market Newsdesk

November 23, 2021 7:03 am

Optinose to Present at the Piper Sandler Virtual Healthcare Conference

YARDLEY, Pa., Nov. 23, 2021 (GLOBE NEWSWIRE) — Optinose (NASDAQ:OPTN), a pharmaceutical company focused on patients treated by ear, nose and throat (ENT) and allergy specialists, today announced that Chief Executive Officer Peter Miller will present a company overview and business update at the Piper Sandler 33^rd Annual Virtual Healthcare Conference scheduled for November 29 through December, 2, 2021.

A pre-recorded fireside chat is available on-demand on the Investors page of the Optinose website. The company will host 1×1 meetings on Tuesday, November 30, 2021. The webcast will be available for 30 days following the conclusion of the event.

About Optinose

Optinose is a specialty pharmaceutical company focused on serving the needs of patients cared for by ear, nose and throat (ENT) and allergy specialists. To learn more, please visit www.optinose.com or follow us on Twitter and LinkedIn.

Optinose Investor Contact
Jonathan Neely
[email protected]
267.521.0531

November 23, 2021 7:03 am

Best Buy Reports Better-Than-Expected Third Quarter Results

Best Buy Reports Better-Than-Expected Third Quarter Results

Domestic Comparable Sales Increased 2.0% on Top of 22.6% Last Year

GAAP Diluted EPS Increased 35% to $2.00

Non-GAAP Diluted EPS Increased 1% to $2.08

Raises Full-Year Enterprise Comparable Sales Growth Outlook to a Range of 10.5% to 11.5%

MINNEAPOLIS–(BUSINESS WIRE)–
Best Buy Co., Inc. (NYSE: BBY) today announced results for the 13-week third quarter ended October 30, 2021 (“Q3 FY22”), as compared to the 13-week third quarter ended October 31, 2020 (“Q3 FY21”).


	Q3 FY22			Q3 FY21
Revenue ($ in millions)
Enterprise	$	11,910		$	11,853
Domestic segment	$	10,985		$	10,850
International segment	$	925		$	1,003
Enterprise comparable sales % change¹		1.6	%		23.0	%
Domestic comparable sales % change¹		2.0	%		22.6	%
Domestic comparable online sales % change¹		(10.1)	%		173.7	%
International comparable sales % change¹		(3.0)	%		27.3	%
Operating Income
GAAP operating income as a % of revenue		5.6	%		4.7	%
Non-GAAP operating income as a % of revenue		5.8	%		6.1	%
Diluted Earnings per Share (“EPS”)
GAAP diluted EPS	$	2.00		$	1.48
Non-GAAP diluted EPS	$	2.08		$	2.06

For GAAP to non-GAAP reconciliations of the measures referred to in the above table, please refer to the attached supporting schedule.

“We delivered record Q3 results, including 2% Domestic comparable sales on top of 22.6% last year, as our leaders continued to drive new ways of operating and our employees continued to do amazing things to support our customer’s technology needs in knowledgeable, fast and convenient ways,” said Corie Barry, Best Buy CEO. “Our omnichannel capabilities and our ability to inspire and support across all of technology in a way no one else can means we are uniquely positioned to seize the opportunity in this environment and in the future.”

“More people continue to sustainably work, entertain, cook and connect at home, and while customers are returning to stores, digital sales were still more than double pre-pandemic levels, and phone, chat and in-home sales continued to grow,” Barry continued. “During the third quarter, we reached our fastest small-package online shipping times ever as our same-day delivery was up 400% and we nearly doubled the percent of products delivered within one day compared to last year.”

“We are looking forward to a strong holiday season and believe we are extremely well-positioned with both the tech customers want and fast and convenient ways to get it,” said Matt Bilunas, Best Buy CFO. “We are committed to driving initiatives that will deliver future growth and our Q4 outlook reflects continued investments in our new membership program, technology, advertising and our health strategy.”

Financial Outlook

The company is providing the following Enterprise outlook:

Q4 FY22:

Revenue of $16.4 billion to $16.9 billion
Comparable sales growth of -2.0% to +1.0%
Non-GAAP gross profit rate² decline of approximately 30 basis points to last year
Non-GAAP SG&A² dollar growth of approximately 8% to last year
Non-GAAP effective income tax rate²of approximately 24.0%

FY22:

Revenue of $51.8 billion to $52.3 billion compared to the prior outlook of $51.0 billion to $52.0 billion
Comparable sales growth of 10.5% to 11.5% compared to the prior outlook of 9% to 11% growth
Non-GAAP gross profit rate² slightly higher than last year, which remains unchanged
Non-GAAP SG&A² growth of approximately 9.5% compared to the prior outlook of 9% growth
Non-GAAP effective income tax rate²of approximately 20.0%, which remains unchanged
Share repurchases of more than $2.5 billion, which remains unchanged

Domestic Segment Q3 FY22 Results

Domestic Revenue

Domestic revenue of $10.99 billion increased 1.2% versus last year. The increase was primarily driven by comparable sales growth of 2.0%, which was partially offset by the loss of revenue from permanent store closures in the past year.

From a merchandising perspective, the largest drivers of comparable sales growth on a weighted basis were appliances, home theater and mobile phones. These positive drivers were partially offset by a decline in computing.

Domestic online revenue of $3.44 billion decreased 10.1% on a comparable basis, and as a percentage of total Domestic revenue, online revenue decreased to approximately 31.3% versus 35.2% last year.

Domestic Gross Profit Rate

Domestic gross profit rate was 23.4% versus 24.0% last year. The gross profit rate decrease of approximately 60 basis points was primarily due to (1) lower product margin rates, which were driven by lapping low levels of promotions, product damages and returns last year, as well as increased inventory shrink; and (2) lower services margin rates, which included rate pressure associated with the company’s new Totaltech membership offering. The previous items were partially offset by higher profit-sharing revenue from the company’s private label and co-branded credit card arrangement.

Domestic Selling, General and Administrative Expenses (“SG&A”)

Domestic GAAP SG&A was $1.96 billion, or 17.9% of revenue, versus $1.95 billion, or 18.0% of revenue, last year. On a non-GAAP basis, SG&A was $1.94 billion, or 17.6% of revenue, versus $1.93 billion, or 17.8% of revenue, last year. Both GAAP and non-GAAP SG&A increased primarily due to higher advertising expense and increased technology investments, which were partially offset by lapping last year’s $40 million donation to the Best Buy Foundation and lower incentive compensation.

International Segment Q3 FY22 Results

International Revenue

International revenue of $925 million decreased 7.8% versus last year. This decrease was primarily driven by the loss of revenue from exiting Mexico and a comparable sales decline of 3.0% in Canada. These items were partially offset by the benefit of approximately 450 basis points of favorable foreign currency exchange rates.

International Gross Profit Rate

International GAAP gross profit rate was 25.0% versus 19.0% last year. On a non-GAAP basis, the gross profit rate was 25.0% versus 22.6% last year. The higher GAAP and non-GAAP gross profit rates were primarily driven by improved product margin rates in Canada, and sales mixing out of Mexico, which had a lower gross profit rate than Canada. The higher GAAP gross profit also included the impact of lapping $36 million of inventory markdowns associated with the company’s decision to exit its operations in Mexico last year.

International SG&A

International SG&A was $171 million, or 18.5% of revenue, versus $175 million, or 17.4% of revenue, last year. SG&A decreased primarily due to the company’s exit of its Mexico operations, which was partially offset by the impact of foreign exchange rates and increased store payroll expense in Canada.

Dividends and Share Repurchases

In Q3 FY22, the company returned a total of $577 million to shareholders through share repurchases of $405 million and dividends of $172 million. On a year-to-date basis, the company has returned a total of $2.25 billion to shareholders through share repurchases of $1.73 billion and dividends of $522 million.

Today, the company announced its board of directors has authorized the payment of a regular quarterly cash dividend of $0.70 per common share. The quarterly dividend is payable on January 4, 2022, to shareholders of record as of the close of business on December 14, 2021.

Conference Call

Best Buy is scheduled to conduct an earnings conference call at 8:00 a.m. Eastern Time (7:00 a.m. Central Time) on November 23, 2021. A webcast of the call is expected to be available at www.investors.bestbuy.com, both live and after the call.

Notes:

(1) Comparable sales include revenue from all stores that were temporarily closed or operating an enhanced curbside-only operating model as a result of COVID-19. The method of calculating comparable sales varies across the retail industry, including the treatment of store closures as a result of COVID-19. As a result, our method of calculating comparable sales may not be the same as other retailers’ methods. On November 24, 2020, the company announced its decision to exit its operations in Mexico. As a result, all revenue from Mexico operations has been excluded from the comparable sales calculation beginning in fiscal December FY21. For additional information on comparable sales, please see our most recent Annual Report on Form 10-K, and any subsequent Quarterly Reports on Form 10-Q, filed with the Securities and Exchange Commission (“SEC”), and available at www.investors.bestbuy.com.

(2) A reconciliation of the projected non-GAAP gross profit rate, non-GAAP SG&A and non-GAAP effective income tax rate, which are forward-looking non-GAAP financial measures, to the most directly comparable GAAP financial measures, is not provided because the company is unable to provide such reconciliation without unreasonable effort. The inability to provide a reconciliation is due to the uncertainty and inherent difficulty predicting the occurrence, the financial impact and the periods in which the non-GAAP adjustments may be recognized. These GAAP measures may include the impact of such items as restructuring charges; price-fixing settlements; goodwill impairments; gains and losses on investments; intangible asset amortization; certain acquisition-related costs; and the tax effect of all such items. Historically, the company has excluded these items from non-GAAP financial measures. The company currently expects to continue to exclude these items in future disclosures of non-GAAP financial measures and may also exclude other items that may arise (collectively, “non-GAAP adjustments”). The decisions and events that typically lead to the recognition of non-GAAP adjustments, such as a decision to exit part of the business or reaching settlement of a legal dispute, are inherently unpredictable as to if or when they may occur. For the same reasons, the company is unable to address the probable significance of the unavailable information, which could be material to future results.

Forward-Looking and Cautionary Statements:

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that reflect management’s current views and estimates regarding future market conditions, company performance and financial results, operational investments, business prospects, new strategies, the competitive environment and other events. You can identify these statements by the fact that they use words such as “anticipate,” “believe,” “assume,” “estimate,” “expect,” “intend,” “foresee,” “project,” “guidance,” “plan,” “outlook,” and other words and terms of similar meaning. These statements involve a number of risks and uncertainties that could cause actual results to differ materially from the potential results discussed in the forward-looking statements. Among the factors that could cause actual results and outcomes to differ materially from those contained in such forward-looking statements are the following: the duration and scope of the COVID-19 pandemic and its resurgence and the impact on demand for our products and services, levels of consumer confidence and our supply chain; the effects and duration of steps we have taken and will continue to take in response to the pandemic, including the implementation of our interim and evolving operating model; actions governments, businesses and individuals have taken and will continue to take in response to the pandemic and their impact on economic activity and consumer spending; the pace of recovery when the COVID-19 pandemic subsides; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; competition (including from multi-channel retailers, e-commerce business, technology service providers, traditional store-based retailers, vendors and mobile network carriers), our expansion strategies, our focus on services as a strategic priority, our reliance on key vendors and mobile network carriers, our ability to attract and retain qualified employees, changes in market compensation rates, risks arising from statutory, regulatory and legal developments, macroeconomic pressures in the markets in which we operate, failure to effectively manage our costs, our reliance on our information technology systems, our ability to prevent or effectively respond to a privacy or security breach, our ability to effectively manage strategic ventures, alliances or acquisitions, our dependence on cash flows and net earnings generated during the fourth fiscal quarter, susceptibility of our products to technological advancements, product life cycle preferences and changes in consumer preferences, economic or regulatory developments that might affect our ability to provide attractive promotional financing, interruptions and other supply chain issues, catastrophic events, health crises, pandemics, our ability to maintain positive brand perception and recognition, product safety and quality concerns, changes to labor or employment laws or regulations, our ability to effectively manage our real estate portfolio, constraints in the capital markets or our vendor credit terms, changes in our credit ratings, any material disruption in our relationship with or the services of third-party vendors, risks related to our exclusive brand products and risks associated with vendors that source products outside of the U.S., including trade restrictions or changes in the costs of imports (including existing or new tariffs or duties and changes in the amount of any such tariffs or duties) and risks arising from our international activities.

A further list and description of these risks, uncertainties and other matters can be found in the company’s annual report and other reports filed from time to time with the SEC, including, but not limited to, Best Buy’s Annual Report on Form 10-K filed with the SEC on March 19, 2021 and its Quarterly Reports on Form 10-Q filed with the SEC. Best Buy cautions that the foregoing list of important factors is not complete, and any forward-looking statements speak only as of the date they are made, and Best Buy assumes no obligation to update any forward-looking statement that it may make.

BEST BUY CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
($ and shares in millions, except per share amounts)
(Unaudited and subject to reclassification)



	Three Months Ended						Nine Months Ended
	October 30, 2021			October 31, 2020			October 30, 2021			October 31, 2020
Revenue	$	11,910		$	11,853		$	35,396		$	30,325
Cost of sales		9,108			9,058			27,069			23,295
Gross profit		2,802			2,795			8,327			7,030
Gross profit %		23.5	%		23.6	%		23.5	%		23.2	%
Selling, general and administrative expenses		2,133			2,123			6,130			5,560
SG&A %		17.9	%		17.9	%		17.3	%		18.3	%
Restructuring charges		(1)			111			(39)			112
Operating income		670			561			2,236			1,358
Operating income %		5.6	%		4.7	%		6.3	%		4.5	%
Other income (expense):
Investment income and other		1			5			7			19
Interest expense		(7)			(11)			(19)			(43)
Earnings before income tax expense and equity in income of affiliates		664			555			2,224			1,334
Income tax expense		166			164			402			352
Effective tax rate		25.1	%		29.6	%		18.1	%		26.4	%
Equity in income of affiliates		1			–			6			–
Net earnings	$	499		$	391		$	1,828		$	982

Basic earnings per share	$	2.02		$	1.50		$	7.31		$	3.79
Diluted earnings per share	$	2.00		$	1.48		$	7.23		$	3.74

Weighted-average common shares outstanding:
Basic		246.4			259.8			249.9			259.3
Diluted		249.1			263.7			252.9			262.5

BEST BUY CO., INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in millions)
(Unaudited and subject to reclassification)


	October 30, 2021		October 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	3,465	$	5,136
Short-term investments		–		545
Receivables, net		1,016		1,028
Merchandise inventories		8,553		7,459
Other current assets		486		383
Total current assets		13,520		14,551
Property and equipment, net		2,256		2,265
Operating lease assets		2,688		2,692
Goodwill		986		986
Other assets		652		708
Total assets	$	20,102	$	21,202

Liabilities and equity
Current liabilities:
Accounts payable	$	8,405	$	9,110
Unredeemed gift card liabilities		306		278
Deferred revenue		977		788
Accrued compensation and related expenses		703		446
Accrued liabilities		895		968
Current portion of operating lease liabilities		645		685
Current portion of long-term debt		15		670
Total current liabilities		11,946		12,945
Long-term operating lease liabilities		2,102		2,117
Long-term liabilities		553		798
Long-term debt		1,223		1,256
Equity		4,278		4,086
Total liabilities and equity	$	20,102	$	21,202

BEST BUY CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in millions)
(Unaudited and subject to reclassification)

	Nine Months Ended
	October 30, 2021		October 31, 2020
Operating activities
Net earnings	$	1,828	$	982
Adjustments to reconcile net earnings to total cash provided by operating activities:
Depreciation and amortization		644		628
Restructuring charges		(39)		112
Stock-based compensation		105		107
Deferred income taxes		(16)		19
Other, net		3		10
Changes in operating assets and liabilities:
Receivables		43		106
Merchandise inventories		(2,924)		(2,300)
Other assets		(12)		(60)
Accounts payable		1,387		3,824
Income taxes		(172)		121
Other liabilities		214		358
Total cash provided by operating activities		1,061		3,907

Investing activities
Additions to property and equipment		(548)		(534)
Purchases of investments		(221)		(620)
Sales of investments		64		–
Other, net		(2)		1
Total cash used in investing activities		(707)		(1,153)

Financing activities
Repurchase of common stock		(1,728)		(62)
Issuance of common stock		28		28
Dividends paid		(522)		(426)
Borrowings of debt		–		1,892
Repayments of debt		(123)		(1,261)
Other, net		(2)		(1)
Total cash provided by (used in) financing activities		(2,347)		170

Effect of exchange rate changes on cash and cash equivalents		6		(8)
Increase (decrease) in cash, cash equivalents and restricted cash		(1,987)		2,916
Cash, cash equivalents and restricted cash at beginning of period		5,625		2,355
Cash, cash equivalents and restricted cash at end of period	$	3,638	$	5,271

BEST BUY CO., INC.
SEGMENT INFORMATION
($ in millions)
(Unaudited and subject to reclassification)

	Three Months Ended						Nine Months Ended
Domestic Segment Results	October 30, 2021			October 31, 2020			October 30, 2021			October 31, 2020
Revenue	$	10,985		$	10,850		$	32,837		$	27,893
Comparable sales % change		2.0	%		22.6	%		18.3	%		7.5	%
Comparable online sales % change		(10.1)	%		173.7	%		(12.5)	%		191.4	%
Gross profit	$	2,571		$	2,604		$	7,703		$	6,509
Gross profit as a % of revenue		23.4	%		24.0	%		23.5	%		23.3	%
SG&A	$	1,962		$	1,948		$	5,647		$	5,087
SG&A as a % of revenue		17.9	%		18.0	%		17.2	%		18.2	%
Operating income	$	609		$	612		$	2,100		$	1,377
Operating income as a % of revenue		5.5	%		5.6	%		6.4	%		4.9	%

Domestic Segment Non-GAAP Results¹
Gross profit	$	2,571		$	2,604		$	7,703		$	6,509
Gross profit as a % of revenue		23.4	%		24.0	%		23.5	%		23.3	%
SG&A	$	1,937		$	1,928		$	5,582		$	5,027
SG&A as a % of revenue		17.6	%		17.8	%		17.0	%		18.0	%
Operating income	$	634		$	676		$	2,121		$	1,482
Operating income as a % of revenue		5.8	%		6.2	%		6.5	%		5.3	%

	Three Months Ended						Nine Months Ended
International Segment Results	October 30, 2021			October 31, 2020			October 30, 2021			October 31, 2020
Revenue	$	925		$	1,003		$	2,559		$	2,432
Comparable sales % change		(3.0)	%		27.3	%		7.7	%		15.1	%
Gross profit	$	231		$	191		$	624		$	521
Gross profit as a % of revenue		25.0	%		19.0	%		24.4	%		21.4	%
SG&A	$	171		$	175		$	483		$	473
SG&A as a % of revenue		18.5	%		17.4	%		18.9	%		19.4	%
Operating income (loss)	$	61		$	(51)		$	136		$	(19)
Operating income (loss) as a % of revenue		6.6	%		(5.1)	%		5.3	%		(0.8)	%

International Segment Non-GAAP Results¹
Gross profit	$	231		$	227		$	618		$	557
Gross profit as a % of revenue		25.0	%		22.6	%		24.2	%		22.9	%
SG&A	$	171		$	175		$	483		$	473
SG&A as a % of revenue		18.5	%		17.4	%		18.9	%		19.4	%
Operating income	$	60		$	52		$	135		$	84
Operating income as a % of revenue		6.5	%		5.2	%		5.3	%		3.5	%

⁽¹⁾ For GAAP to non-GAAP reconciliations, please refer to the attached supporting schedule titled Reconciliation of Non-GAAP Financial Measures.

BEST BUY CO., INC.
REVENUE CATEGORY SUMMARY
(Unaudited and subject to reclassification)

	Revenue Mix				Comparable Sales
	Three Months Ended				Three Months Ended
Domestic Segment	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Computing and Mobile Phones	45	%	47	%	(2.4)	%	21.5	%
Consumer Electronics	30	%	29	%	5.5	%	21.1	%
Appliances	15	%	14	%	10.9	%	39.3	%
Entertainment	5	%	5	%	4.1	%	17.5	%
Services	5	%	5	%	(5.6)	%	12.7	%
Other	–	%	–	%	N/A		N/A
Total	100	%	100	%	2.0	%	22.6	%

	Revenue Mix				Comparable Sales
	Three Months Ended				Three Months Ended
International Segment	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Computing and Mobile Phones	50	%	53	%	(6.7)	%	35.7	%
Consumer Electronics	27	%	27	%	(0.8)	%	13.3	%
Appliances	9	%	9	%	(1.8)	%	40.1	%
Entertainment	6	%	5	%	15.0	%	35.6	%
Services	6	%	5	%	(2.2)	%	4.3	%
Other	2	%	1	%	17.0	%	22.0	%
Total	100	%	100	%	(3.0)	%	27.3	%

BEST BUY CO., INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

($ in millions, except per share amounts)

(Unaudited and subject to reclassification)

The following information provides reconciliations of the most comparable financial measures presented in accordance with accounting principles generally accepted in the U.S. (GAAP financial measures) to presented non-GAAP financial measures. The company believes that non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, can provide more information to assist investors in evaluating current period performance and in assessing future performance. For these reasons, internal management reporting also includes non-GAAP financial measures. Generally, presented non-GAAP financial measures include adjustments for items such as restructuring charges, price-fixing settlements, goodwill impairments, gains and losses on investments, intangible asset amortization, certain acquisition-related costs and the tax effect of all such items. In addition, certain other items may be excluded from non-GAAP financial measures when the company believes this provides greater clarity to management and investors. These non-GAAP financial measures should be considered in addition to, and not superior to or as a substitute for, the GAAP financial measures presented in this earnings release and the company’s financial statements and other publicly filed reports. Non-GAAP financial measures as presented herein may not be comparable to similarly titled measures used by other companies.



	Three Months Ended									Three Months Ended
	October 30, 2021									October 31, 2020
	Domestic			International			Consolidated			Domestic			International			Consolidated
Gross profit	$	2,571		$	231		$	2,802		$	2,604		$	191		$	2,795
% of revenue		23.4	%		25.0	%		23.5	%		24.0	%		19.0	%		23.6	%
Restructuring – inventory markdowns¹		–			–			–			–			36			36
Non-GAAP gross profit	$	2,571		$	231		$	2,802		$	2,604		$	227		$	2,831
% of revenue		23.4	%		25.0	%		23.5	%		24.0	%		22.6	%		23.9	%

SG&A	$	1,962		$	171		$	2,133		$	1,948		$	175		$	2,123
% of revenue		17.9	%		18.5	%		17.9	%		18.0	%		17.4	%		17.9	%
Intangible asset amortization²		(20)			–			(20)			(20)			–			(20)
Acquisition-related transaction costs²		(5)			–			(5)			–			–			–
Non-GAAP SG&A	$	1,937		$	171		$	2,108		$	1,928		$	175		$	2,103
% of revenue		17.6	%		18.5	%		17.7	%		17.8	%		17.4	%		17.7	%

Operating income (loss)	$	609		$	61		$	670		$	612		$	(51)		$	561
% of revenue		5.5	%		6.6	%		5.6	%		5.6	%		(5.1)	%		4.7	%
Restructuring – inventory markdowns¹		–			–			–			–			36			36
Intangible asset amortization²		20			–			20			20			–			20
Acquisition-related transaction costs²		5			–			5			–			–			–
Restructuring charges³		–			(1)			(1)			44			67			111
Non-GAAP operating income	$	634		$	60		$	694		$	676		$	52		$	728
% of revenue		5.8	%		6.5	%		5.8	%		6.2	%		5.2	%		6.1	%

Effective tax rate								25.1	%								29.6	%
Intangible asset amortization²								(0.1)	%								(1.5)	%
Restructuring charges³								–	%								(3.2)	%
Non-GAAP effective tax rate								25.0	%								24.9	%



	Three Months Ended						Three Months Ended
	October 30, 2021						October 31, 2020
	Pretax Earnings		Net of Tax⁴		Per Share		Pretax Earnings		Net of Tax⁴		Per Share
GAAP diluted EPS					$	2.00					$	1.48
Restructuring – inventory markdowns¹	$	–	$	–		–	$	36	$	36		0.14
Intangible asset amortization²		20		14		0.06		20		15		0.06
Acquisition-related transaction costs²		5		5		0.02		–		–		–
Restructuring charges³		(1)		–		–		111		100		0.38
Non-GAAP diluted EPS					$	2.08					$	2.06



	Nine Months Ended									Nine Months Ended
	October 30, 2021									October 31, 2020
	Domestic			International			Consolidated			Domestic			International			Consolidated
Gross profit	$	7,703		$	624		$	8,327		$	6,509		$	521		$	7,030
% of revenue		23.5	%		24.4	%		23.5	%		23.3	%		21.4	%		23.2	%
Restructuring – inventory markdowns¹		–			(6)			(6)			–			36			36
Non-GAAP gross profit	$	7,703		$	618		$	8,321		$	6,509		$	557		$	7,066
% of revenue		23.5	%		24.2	%		23.5	%		23.3	%		22.9	%		23.3	%

SG&A	$	5,647		$	483		$	6,130		$	5,087		$	473		$	5,560
% of revenue		17.2	%		18.9	%		17.3	%		18.2	%		19.4	%		18.3	%
Intangible asset amortization²		(60)			–			(60)			(60)			–			(60)
Acquisition-related transaction costs²		(5)			–			(5)			–			–			–
Non-GAAP SG&A	$	5,582		$	483		$	6,065		$	5,027		$	473		$	5,500
% of revenue		17.0	%		18.9	%		17.1	%		18.0	%		19.4	%		18.1	%

Operating income (loss)	$	2,100		$	136		$	2,236		$	1,377		$	(19)		$	1,358
% of revenue		6.4	%		5.3	%		6.3	%		4.9	%		(0.8)	%		4.5	%
Restructuring – inventory markdowns¹		–			(6)			(6)			–			36			36
Intangible asset amortization²		60			–			60			60			–			60
Acquisition-related transaction costs²		5			–			5			–			–			–
Restructuring charges³		(44)			5			(39)			45			67			112
Non-GAAP operating income	$	2,121		$	135		$	2,256		$	1,482		$	84		$	1,566
% of revenue		6.5	%		5.3	%		6.4	%		5.3	%		3.5	%		5.2	%

Effective tax rate								18.1	%								26.4	%
Intangible asset amortization²								0.1	%								(1.1)	%
Restructuring charges³								(0.1)	%								(0.8)	%
Non-GAAP effective tax rate								18.1	%								24.5	%


	Nine Months Ended						Nine Months Ended
	October 30, 2021						October 31, 2020
	Pretax Earnings		Net of Tax⁴		Per Share		Pretax Earnings		Net of Tax⁴		Per Share
GAAP diluted EPS					$	7.23					$	3.74
Restructuring – inventory markdowns¹	$	(6)	$	(6)		(0.02)	$	36	$	36		0.13
Intangible asset amortization²		60		44		0.17		60		45		0.17
Acquisition-related transaction costs²		5		5		0.02		–		–		–
Restructuring charges³		(39)		(27)		(0.11)		112		101		0.39
Non-GAAP diluted EPS					$	7.29					$	4.43

(1) Represents inventory markdown adjustments recorded within cost of sales associated with the decision to exit operations in Mexico.
(2) Represents charges associated with acquisitions, including: (1) the non-cash amortization of definite-lived intangible assets, including customer relationships, tradenames and developed technology; and (2) acquisition-related transaction and due diligence costs, primarily comprised of professional fees.
(3) Represents charges and subsequent adjustments related to actions taken in the Domestic segment to better align the company’s organizational structure with its strategic focus and the decision to exit operations in Mexico in the International segment.
(4) The non-GAAP adjustments primarily relate to the U.S. and Mexico. As such, the income tax charge is calculated using the statutory tax rate of 24.5% for all U.S. non-GAAP items for all periods presented. There is no income tax charge for Mexico non-GAAP items, as there was no tax benefit recognized on these expenses in the calculation of GAAP income tax expense.

Return on Assets and Non-GAAP Return on Investment

The tables below provide calculations of return on assets (“ROA”) (GAAP financial measure) and non-GAAP return on investment (“ROI”) (non-GAAP financial measure) for the periods presented. The company believes ROA is the most directly comparable financial measure to ROI. Non-GAAP ROI is defined as non-GAAP adjusted operating income after tax divided by average invested operating assets. All periods presented below apply this methodology consistently. The company believes non-GAAP ROI is a meaningful metric for investors to evaluate capital efficiency because it measures how key assets are deployed by adjusting operating income and total assets for the items noted below. This method of determining non-GAAP ROI may differ from other companies’ methods and therefore may not be comparable to those used by other companies.


Return on Assets (“ROA”)	October 30, 2021¹			October 31, 2020¹
Net earnings	$	2,644		$	1,727
Total assets		19,125			17,571
ROA		13.8	%		9.8	%

Non-GAAP Return on Investment (“ROI”)	October 30, 2021¹			October 31, 2020¹
Numerator
Operating income – total operations	$	3,269		$	2,325
Add: Non-GAAP operating income adjustments²		148			227
Add: Operating lease interest³		108			112
Less: Income taxes⁴		(864)			(653)
Add: Depreciation		775			754
Add: Operating lease amortization⁵		661			665
Adjusted operating income after tax	$	4,097		$	3,430

Denominator
Total assets	$	19,125		$	17,571
Less: Excess cash⁶		(3,692)			(3,164)
Add: Accumulated depreciation and amortization⁷		7,090			7,056
Less: Adjusted current liabilities⁸		(10,095)			(8,724)
Average invested operating assets	$	12,428		$	12,739

Non-GAAP ROI		33.0	%		26.9	%

(1) Income statement accounts represent the activity for the trailing 12 months ended as of each of the balance sheet dates. Balance sheet accounts represent the average account balances for the trailing 12 months ended as of each of the balance sheet dates. (2) Non-GAAP operating income adjustments include continuing operations adjustments for restructuring charges, intangible asset amortization, acquisition-related transaction costs and price-fixing settlements. Additional details regarding these adjustments are included in the Reconciliation of Non-GAAP Financial Measures schedule within the company’s quarterly earnings releases. (3) Operating lease interest represents the add-back to operating income to approximate the total interest expense that the company would incur if its operating leases were owned and financed by debt. The add-back is approximated by multiplying average operating lease assets by 4%, which approximates the interest rate on the company’s operating lease liabilities. (4) Income taxes are approximated by using a blended statutory rate at the Enterprise level based on statutory rates from the countries in which the company does business, which primarily consists of the U.S. with a statutory rate of 24.5% for the periods presented. (5) Operating lease amortization represents operating lease cost less operating lease interest. Operating lease cost includes short-term leases, which are immaterial, and excludes variable lease costs as these costs are not included in the operating lease asset balance. (6) Excess cash represents the amount of cash, cash equivalents and short-term investments greater than $1 billion, which approximates the amount of cash the company believes is necessary to run the business and may fluctuate over time. (7) Accumulated depreciation and amortization represents accumulated depreciation related to property and equipment and accumulated amortization related to definite-lived intangible assets. (8) Adjusted current liabilities represent total current liabilities less short-term debt and the current portions of operating lease liabilities and long-term debt.

View source version on businesswire.com: https://www.businesswire.com/news/home/20211123005436/en/

Investor Contact:

Mollie O’Brien

[email protected]

Media Contact:

Carly Charlson

[email protected]

KEYWORDS: Minnesota United States North America

INDUSTRY KEYWORDS: Technology Discount/Variety Department Stores Office Products Specialty Home Goods Retail Consumer Electronics Online Retail

MEDIA:

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November 23, 2021 7:03 am

Garmin announces transfer of listing to the New York Stock Exchange

Garmin announces transfer of listing to the New York Stock Exchange

SCHAFFHAUSEN, Switzerland–(BUSINESS WIRE)–
Garmin® Ltd. (NASDAQ: GRMN) today announced that it will transfer the listing of its shares from the Nasdaq National Market to the New York Stock Exchange (“NYSE”). Garmin expects to commence trading as a NYSE-listed company at market open on December 7, 2021 under its ticker symbol “GRMN.” Garmin will continue to trade its shares on the Nasdaq until the market close on December 6, 2021.

“Garmin is pleased to join the NYSE alongside many of the world’s most well-established and regarded companies,” said Cliff Pemble, president and CEO of Garmin. “Garmin is uniquely positioned as both a highly respected consumer brand and a strong industrial player. We believe this move complements our strong brand and will provide meaningful and long-term value for our shareholders.”

One of the fastest growing smartwatch companies in the world, Garmin offers products for active lifestyle and performance-driven customers across five primary business segments. The fitness business focuses on products for all levels of athletes and includes the Forerunner® series of running watches, Venu® smartwatches for a healthy and active lifestyle, Edge® cycling computers and Tacx® smart trainers. For adventurers, Garmin’s outdoor business offers the fēnix® and Instinct® rugged outdoor multisport watches, InReach® satellite communicators and Approach® golf watches and range finders. Garmin’s marine business provides complete electronics solutions to enhance life on the water including award-winning Panoptix LiveScope™ sonar, chartplotters and radars, and its automotive business is continually innovating products for life on and off the road with dēzl™ truck and Tread™ powersport navigators, dash cams and OEM solutions. In addition to a full line of aviation electronics, Garmin offers Autoland – a revolutionary aviation system that can help a plane land itself in an emergency.

“We are excited to welcome Garmin as it transfers its listing to the NYSE,” said Stacey Cunningham, president of NYSE Group. “We look forward to working with Garmin as it helps millions of active lifestyle customers pursue their passions.”

In celebration of the transfer, representatives from Garmin will ring the NYSE Opening Bell at 9:30 a.m. ET on December 7, 2021. An interactive product demonstration at the NYSE will be announced in 2022.

Garmin has helped revolutionize the aviation, automotive, fitness, marine and outdoor industries for more than 30 years. Engineered on the inside for life on the outside, Garmin products are routinely recognized for their innovation, utility and overall excellence in the markets they serve. In 2021, Garmin Autoland, the world’s first certified autonomous aviation emergency landing technology, was awarded the Collier Trophy by the National Aeronautic Association (NAA) for the greatest achievement in aeronautics or astronautics in America. And for the seventh consecutive year, Garmin was recently named the Manufacturer of the Year by the National Marine Electronics Association (NMEA). The company and its subsidiaries employ more than 18,000 associates in 34 countries around the world.

For more information, visit Garmin’s virtual pressroom at garmin.com/newsroom, email [email protected], or connect with us at facebook.com/garmin, twitter.com/garminnews, instagram.com/garmin, youtube.com/garmin or linkedin.com/company/garmin.

About Garmin Ltd.

Garmin Ltd. is incorporated in Switzerland, and its principal subsidiaries are located in the United States, Taiwan and the United Kingdom. Garmin, Approach, Edge, fēnix, Forerunner, InReach, Instinct, Venu and Tacx are registered trademarks, and dēzl, Panoptix LiveScope and Tread are trademarks of Garmin Ltd. or its subsidiaries.

Notice on Forward-Looking Statements:

This release includes forward-looking statements regarding Garmin Ltd. and its business. Such statements are based on management’s current expectations. The forward-looking events and circumstances discussed in this release may not occur and actual results could differ materially as a result of risk factors and uncertainties affecting Garmin, including, but not limited to, the risk factors that are described in both the Annual Report on Form 10-K for the year ended December 26, 2020 and the Quarterly Report on Form 10-Q for the quarter ended September 25, 2021 filed by Garmin with the Securities and Exchange Commission (Commission file number 0-31983). A copy of Garmin’s 2020 Form 10-K and the Q3 2021 Form 10-Q can be downloaded fromhttps://www.garmin.com/en-US/investors/sec/. No forward-looking statement can be guaranteed. Forward-looking statements speak only as of the date on which they are made, and Garmin undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20211123005590/en/

Investor Relations Contact:

Teri Seck

913/397-8200

[email protected]

Media Relations Contact:

Krista Klaus

913/397-8200

[email protected]

KEYWORDS: Kansas Europe Switzerland United States North America

INDUSTRY KEYWORDS: Hardware Satellite Consumer Electronics Technology Software

MEDIA:

Posted on November 23, 2021 7:03 am
MANSCAPED™, a Leading Men’s Lifestyle and Consumer Brand, to Become a Publicly Traded Company via Business Combination With Bright Lights Acquisition Corp.

MANSCAPED™, a Leading Men’s Lifestyle and Consumer Brand, to Become a Publicly Traded Company via Business Combination With Bright Lights Acquisition Corp.

MANSCAPED, a leader and pioneer in men’s grooming, has entered into a definitive business combination agreement with Bright Lights Acquisition Corp. (Nasdaq:BLTS) (“Bright Lights”), led by Michael Mahan, Allen Shapiro, John Howard, and Hahn Lee; MANSCAPED is led by executive team Paul Tran, Kevin Datoo, Phillip Unthank, Ty Shay, Chee Min Hong, and Marcelo Kertész

The transaction implies a combined company enterprise value of approximately $1 billion

High-growth, profitable consumer lifestyle brand MANSCAPED, had $285 million in trailing twelve-month (TTM) revenue and expects to grow to over $500 million in TTM revenue by 2023 through international growth and product expansion, furthering its lead in the male self-care category

The company’s profitable business model has allowed it to grow from approximately $3 million in TTM revenue in Q1 2018 to $285 million in Q3 2021 while only utilizing $23 million of raised equity

MANSCAPED expects to receive up to $305 million in gross transaction proceeds and will be debt-free at closing

The transaction includes a fully committed $75 million PIPE from a number of institutional investors, including: Funds managed by UBS O’Connor, Shaolin Capital Management, Signia Venture Partners and Guggenheim Investments; additional investors include Endeavor, an affiliate of Saban Capital Group LLC, Bright Lights, and certain MANSCAPED shareholders. 100% of MANSCAPED’s existing shareholders will roll their equity into the combined company

The transaction is expected to close in the first quarter of 2022 and is expected to be listed on the Nasdaq under the new ticker symbol “MANS”

SAN DIEGO & LOS ANGELES–(BUSINESS WIRE)–MANSCAPED™ (“MANSCAPED” or “the Company”), a leading men’s lifestyle consumer brand and male grooming category creator, and Bright Lights Acquisition Corp. (“Bright Lights”) (Nasdaq:BLTS),a publicly-traded special purpose acquisition company, announced today they have entered into a definitive business combination agreement that will result in MANSCAPED becoming a public company. Upon closing of the transaction, the combined company will be renamed Manscaped Holdings, Inc. and expects to apply to be listed on the Nasdaq under the new ticker symbol “MANS.” The combined company will be led by Paul Tran (Bio), Founder and Chief Executive Officer of MANSCAPED.

MANSCAPED was founded in 2016 and quickly rose to become a preferred brand among consumers and celebrities alike as the pioneer of men’s below-the-waist grooming, commonly referred to as “manscaping.” By focusing on the needs of what had, for too long, been a sensitive and often taboo subject, MANSCAPED sparked a fresh conversation and defined a massive market within the $70 billion global men’s grooming industry. The revolutionary brand produces a diversified line of precision-engineered tools, unique formulations, and accessories that are intelligently designed to introduce and elevate a whole new self-care routine. This notion, combined with MANSCAPED’s mission to help men level up and be the best version of themselves, is now a proven and highly adopted concept around the world.

As a digitally native brand, MANSCAPED has scaled into a true omnichannel lifestyle business in a short amount of time. Along the way, the global grooming leader has produced significant accomplishments including launching in 38 countries with international sales tracking with its successful U.S. trajectory, creating a top-notch and rapidly growing subscription program, and boasting thousands of disruptive displays in retail giants like Target, Best Buy, and Macy’s. Further, they’ve established and maintained high-profile partnerships with dozens of celebrated professional athletes, including Rob Gronkowski and Alex Caruso, and iconic sports organizations such as UFC®, NASCAR, and the San Francisco 49ers. Their presence extends to top Hollywood stars, with fans including Channing Tatum who will become an investor and another creative content partner for the Company as part of the transaction.

But this is just the beginning as MANSCAPED fills an unmet need for a lifestyle brand that speaks to men of all ages with grooming products. Today, MANSCAPED resonates with men all over the world with its humorous brand approach, viral marketing campaigns, and popular premium products.

Investment Highlights

Category Creator and Leader –MANSCAPED created the market for men’s below-the-waist grooming and is a defining lifestyle brand in men’s personal care with its unique brand value and high customer loyalty supported by impressive marketing reach and innovative products.

Compelling and Scalable Business –Impressive, industry-leading growth and product margin profile supported by superior unit economics and a digitally native, omnichannel platform with a high level of repeat purchase, including a fast-growing subscription program.

Multiple Paths to Growth – Continued global expansion plan based on demonstrated success, penetration of large and underserved addressable groin grooming market, and considerable growth potential going beyond the groin into overall men’s personal care, including hard goods and consumable products.

Compelling Growth, Efficient Capital Deployment, and Robust Financials – Generated significant revenue growth through efficient use of capital with revenue run rate growing from $3 million to $285 million in three years while only using $23 million in equity capital raised. During that time, MANSCAPED has garnered over one million subscribers that have a 70% repeat purchase rate within the first 12 months.

Massive Total Addressable Market Opportunity – Target demographic of over 900 million men worldwide representing an underpenetrated $70 billion global male grooming market opportunity.

A True Omnichannel Brand –Products available across multiple countries through online marketplaces, brick-and-mortar retail, direct-to-consumer, and subscription.

Management Commentary

Paul Tran commented, “MANSCAPED was founded on delivering much-needed grooming solutions for men but has since catapulted into a full lifestyle brand with a multigenerational cult following. We’re innovating beyond the groin with a robust product roadmap that will continue to revolutionize the industry by addressing all of men’s self-care needs. This further establishes our status as a defining men’s lifestyle brand – and one that is already admired by millions of lifelong fans worldwide.

“The process of going public is a crucial milestone in our journey. The capital raised in this transaction will drive our ability to serve more men in more markets around the world, while also allowing us to grow the MANSCAPED routine into additional personal care and lifestyle product spaces,” Paul continued. “We are excited to be working with Bright Lights, and gratified that our customers can now be owners of the company and more deeply invested in our business.”

Michael Mahan, Chief Executive Officer of Bright Lights, who will join MANSCAPED’s Board of Directors, said, “MANSCAPED has a huge opportunity to capitalize on the sizable and growing men’s self-care market by offering its unique line of grooming products. Bright Lights sought to partner with an exceptional company that could benefit from celebrity partnerships, and MANSCAPED’s proven success and omnichannel platform company was the perfect opportunity for two world-class teams to come together. We are thrilled to partner with MANSCAPED and their team and look forward to its future success as a publicly traded entity.”

Kevin Datoo, President of MANSCAPED, commented, “We see a tremendous global market opportunity in front of us driven by the exponential growth of this new, but immense segment. We have proven ourselves as the market leader and creator of the below-the-waist care category and are excited to continue to evolve our offerings into the leading lifestyle brand for men’s self-care.”

Transaction Overview

The business combination implies an enterprise valuation for MANSCAPED of $1 billion, or approximately 2.6x 2022 revenue. The transaction will provide $305 million in gross proceeds to the Company, assuming no redemption by Bright Lights shareholders, including a $75 million fully committed common stock PIPE at $9.20 per share from investors that include: Funds managed by UBS O’Connor, Shaolin Capital Management, Signia Venture Partners, Guggenheim Investments, Endeavor, and an affiliate of Saban Capital Group LLC. 100% of MANSCAPED’s shareholders will roll their equity holdings into the newly public company. After closing, assuming no redemptions, the Company expects to have $235 million on the balance sheet and no debt.

The Boards of Directors of both MANSCAPED and Bright Lights have unanimously approved the transaction. The transaction will require the approval of the shareholders of both MANSCAPED and Bright Lights, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close in the first quarter of 2022.

Additional information about the proposed transaction, including a copy of the business combination agreement and investor presentation and transcript of management commentary, will be provided in a Current Report on Form 8-K to be filed by Bright Lights with the Securities and Exchange Commission (“SEC”) and will be available on the MANSCAPED’s Investor Relations page at www.manscaped.com and at www.sec.gov.

Advisors

Moelis & Company LLC is acting as financial advisor to Bright Lights. Jefferies LLC and Deutsche Bank Securities Inc. are acting as Capital Markets Advisors to Bright Lights. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to Bright Lights.

Jefferies LLC, Moelis & Company LLC and Deutsche Bank Securities Inc. served as placement agents for the PIPE financing. Paul Hastings LLP served as legal advisor to the placement agents.

Financo Raymond James is acting as financial advisor to MANSCAPED. Buchalter, P.C. is acting as legal advisor to MANSCAPED.

About MANSCAPED™

Founded by Paul Tran in 2016, San Diego, California-based MANSCAPED™ is the leading men’s lifestyle consumer brand and male grooming category creator trusted by over four million men worldwide. The product range includes a diversified line of premium tools, formulations, and accessories that are intelligently designed to introduce a whole new self-care routine for men. MANSCAPED offers a one-stop-shop at manscaped.com and direct-to-consumer shipping in 38 countries spanning the United States, Canada, Australia, New Zealand, the United Kingdom, the European Union, Norway, Switzerland, Singapore, South Africa, the United Arab Emirates, and the Kingdom of Saudi Arabia. Select products and unique bundles can also be found on Amazon with Prime and pickup options available. Retail placement includes Target, Best Buy and Macy’s stores throughout the U.S. and Hairhouse locations in Australia. For more information, visit www.manscaped.com or follow on Facebook, Instagram, Twitter, TikTok and YouTube.

About Bright Lights Acquisition Corp.

Bright Lights is a blank check company that was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Bright Light’s efforts to identify a prospective target business are not limited to a particular industry or geographic region, but Bright Lights intends to focus on businesses operating in the consumer products and media, entertainment and sports sectors. Bright Lights is led by Chief Executive Officer, Michael Mahan, Co-Chairmen Allen Shapiro and John Howard and Chief Financial Officer, Hahn Lee. For more information, visit https://www.brightlightsacquisition.com/.

Additional Information and Where to Find It

This press release relates to a proposed transaction between Bright Lights and MANSCAPED. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the Transactions described herein, Bright Lights or Bright Lights Parent Corp. intends to file relevant materials with the SEC, including a registration statement on Form S-4, which will include a proxy statement/prospectus. The proxy statement/prospectus will be sent to all Bright Lights stockholders. Bright Lights or Bright Lights Parent Corp. will also file other documents regarding the proposed transactions with the SEC. Before making any voting or investment decision, investors and security holders of Bright Lights are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transactions as they become available because they will contain important information about the proposed transactions.

Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Bright Lights or Bright Lights Parent Corp. through the website maintained by the SEC at www.sec.gov or by directing a request to Bright Lights via email at [email protected] or calling 310-421-1472.

No Offer or Solicitation

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transactions and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Bright Lights or MANSCAPED, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

Participants in the Solicitation

Bright Lights and MANSCAPED and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of Bright Lights’ shareholders in connection with the business combination. Investors and security holders may obtain more detailed information regarding the names and interests in the business combination of Bright Lights’ directors and officers in Bright Lights’ filings with the SEC, including Bright Lights’ Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on March 31, 2021. To the extent that holdings of Bright Lights’ securities have changed from the amounts reported in Bright Lights’ Annual Report on Form 10-K, such changes have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Bright Lights’ shareholders in connection with the business combination will be set forth in the proxy statement/prospectus filed as part of the Registration Statement on Form S-4 for the business combination, which is expected to be filed by Bright Lights Parent Corp. with the SEC.

This press release is not a substitute for any registration statement or for any other document that Bright Lights or MANSCAPED may file with the SEC in connection with the business combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of other documents filed with the SEC by Bright Lights through the website maintained by the SEC at www.sec.gov. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Caution Concerning Forward-Looking Statements

Certain statements included in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of MANSCAPED’s management and are not predictions of actual performance. There may be additional risks that neither Bright Lights nor MANSCAPED presently know or that Bright Lights and MANSCAPED currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Bright Lights’ and MANSCAPED’s expectations, plans or forecasts of future events and views as of the date of this press release. Bright Lights and MANSCAPED anticipate that subsequent events and developments will cause Bright Lights’ and MANSCAPED’s assessments to change. However, while Bright Lights and MANSCAPED may elect to update these forward-looking statements at some point in the future, Bright Lights and MANSCAPED specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Bright Lights’ and MANSCAPED’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

View source version on businesswire.com: https://www.businesswire.com/news/home/20211123005563/en/

Investors

Bruce Williams

Managing Director, ICR

[email protected]

332-242-4303

Media

Allison Frazier

Director of Communications, MANSCAPED™

[email protected]

925-216-2791

Keil Decker

Managing Director, ICR

[email protected]

646-677-1854

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Men Consumer

MEDIA:

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Posted on November 23, 2021 7:03 am
CBRE Acquisition Holdings, Inc. Reminds Stockholders to Vote in Favor of Business Combination with Altus Power

CBRE Acquisition Holdings, Inc. Reminds Stockholders to Vote in Favor of Business Combination with Altus Power

DALLAS, Texas–(BUSINESS WIRE)–
CBRE Acquisition Holdings, Inc. (NYSE: CBAH) (“CBAH”), a publicly-traded special purpose acquisition company, reminds its stockholders to vote in favor of the previously announced business combination (the “Business Combination”) with Altus Power, Inc. (“Altus Power”), a market-leading clean electrification company.

Stockholders who owned common stock of CBAH as of the close of business on October 27, 2021 (the “Record Date”), may vote their shares. Stockholders as of the Record Date continue to have the right to vote their shares, regardless of whether such stockholders subsequently sold their shares and do not own such shares as of the date they cast their vote.

The special meeting of the CBAH stockholders to approve the pending Business Combination (the “Special Meeting”) is scheduled to be held on December 6, 2021 at 10:00 a.m. Eastern Time. The Special Meeting will be conducted completely virtually, and can be accessed via live webcast at https://www.cstproxy.com/cbreacquisitionholdings/2021.

Additional information on how stockholders of record may vote their shares can be found at https://cbreacquisitionholdings.com/

Every stockholder’s vote is important, regardless of the number of shares held.Accordingly, all CBAH stockholders who held shares as of the Record Date who have not yet voted are encouraged to do so as soon as possible so that it is received no later than 10:00 a.m. Eastern Time on December 6, 2021. For the avoidance of doubt, CBAH stockholders who owned shares as of the Record Date and subsequently sold all or a portion of their shares are STILL entitled to vote, and are encouraged to do so. CBAH’s board of directors recommends you vote “FOR” the Business Combination with Altus Power and “FOR” all of the related proposals described in the proxy statement/prospectus included in the Registration Statement on Form S-4 filed by CBAH with the Securities and Exchange Commission (“SEC”), a definitive copy of which has been mailed to all CBAH stockholders who owned shares as of the Record Date.

These are the two easiest and fastest ways to vote – and they are both free:

Vote Online (Highly Recommended): Follow the instructions provided on the proxy card that was mailed to you, if you are a record holder, or provided on a Voting Instruction Form by the broker, bank or other nominee through which you hold shares, if you hold your shares “in street name”. To vote online, you will need your voting control number, which you can find on your proxy card or the Voting Instruction Form provided by your broker, bank or nominee. Internet votes must be received by CBAH by 11:59 p.m., Eastern Time, on December 5, 2021. However, if you hold your shares through a broker, bank or other nominee, they may have an earlier deadline to receive your vote.

Vote at the Meeting: If you are a record holder and plan to attend the online Special Meeting, you will need your 12-digit voting control number to vote electronically at the Special Meeting. You can find your control number and the address for the Special Meeting on your proxy card. If your shares are held in “street name” please follow the procedures on the Voting Instruction Form provided by your broker, bank or nominee.

Additionally, you can also vote by mail:

Vote by Mail: Follow the instructions provided on the proxy card that was mailed to you, if you are a record holder, or provided by your broker, bank or other nominee on a Voting Instruction Form mailed to you. To send in your vote via mail, please use the envelope provided with your proxy material. Mail votes must be received by CBAH prior to the Special Meeting on December 6, 2021. If Voting by Mail, to ensure your vote is handled properly, be sure to: (1) mark, sign and date your proxy card or Voting Instruction Form; (2) return your proxy card or Voting Instruction Form in the envelope provided or through any other means described in your Voting Instruction Form; and (3) mail as soon as possible so that your vote arrives before December 6, 2021.

YOUR CONTROL NUMBER IS FOUND ON YOUR PROXY CARD OR VOTING INSTRUCTION FORM.

If you hold your shares directly with CBAH (i.e., are a “holder of record”) and did not receive or misplaced your proxy card, contact Morrow Sodali, CBAH’s proxy solicitor, for a form replacement or to obtain your control number. If you hold your shares through a broker, bank or other nominee and did not receive or have misplaced your Voting Instruction Form, contact your broker, bank or nominee through which you hold your shares for a form replacement or to obtain your control number. You will need this in order to vote or attend the Special Meeting.

If any individual CBAH stockholder who held shares as of the October 27, 2021 record date for voting does not receive the proxy statement/prospectus, such stockholder should (i) confirm his or her proxy statement/prospectus’s status with his or her broker, bank or other nominee, (ii) contact Morrow Sodali LLC, CBAH’s proxy solicitor, for assistance via e-mail at [email protected] or toll-free call at (800) 662-5200 and brokers, banks and other nominees can place a collect call to Morrow Sodali at (203) 658-9400, or (iii) contact CBAH by mail at CBRE Acquisition Holdings, Inc., 2100 McKinney Avenue, Suite 1250, Dallas, TX 75201.

Important Information About the Business Combination and Where to Find It

CBAH has filed with the U.S. Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 (the “Registration Statement”), which includes a proxy statement/prospectus in connection with the proposed business combination between Altus Power and CBAH (the “business combination”) and the other transactions contemplated by the business combination agreement entered into by Altus Power and CBAH. The Registration Statement was declared effective by the SEC on November 5, 2021 and CBAH also filed the definitive proxy statement/prospectus with respect to the business combination on that date. CBAH’s stockholders and other interested persons are advised to read the Registration Statement and definitive proxy statement/prospectus in connection with CBAH’s solicitation of proxies for its stockholders’ Special Meeting to be held to approve the business combination because the proxy statement/prospectus contains important information about CBAH, Altus Power and the business combination. The definitive proxy statement/prospectus and other relevant documents have been mailed to stockholders of CBAH as of October 27, 2021, the record date for the Special Meeting. Stockholders will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge at the SEC’s website at www.sec.gov or by directing a request to CBRE Acquisition Holdings, Inc., 2100 McKinney Avenue, Suite 1250, Dallas, TX 75201.

Participants in the Solicitation

CBAH, Altus Power and certain of their respective directors and officers may be deemed participants in the solicitation of proxies of CBAH’s stockholders with respect to the approval of the business combination. CBAH and Altus Power urge investors, stockholders and other interested persons to read the Registration Statement and the definitive proxy statement/prospectus, and exhibits thereto, as well as other documents filed with the SEC in connection with the business combination, as these materials contain important information about Altus Power, CBAH and the business combination. Information regarding CBAH’s directors and officers and a description of their interests in CBAH is contained in the Registration Statement and the definitive proxy statement/prospectus.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “could”, “continue”, “expect”, “estimate”, “may”, “plan”, “outlook”, “future” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to CBAH’s and Altus Power’s future prospects, developments and business strategies. In particular, such forward-looking statements include statements concerning the timing of the business combination, the business plans, objectives, expectations and intentions of CBAH once the business combination and the other transactions contemplated thereby (the “Transactions”) and change of name are complete (“New Altus”), and New Altus’s estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These statements are based on CBAH’s or Altus Power’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events.

Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside CBAH’s or Altus Power’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; (2) the inability to complete the Transactions due to the failure to obtain approval of the stockholders of CBAH or Altus Power or other conditions to closing in the Business Combination Agreement; (3) the ability of New Altus to meet NYSE’s listing standards (or the standards of any other securities exchange on which securities of the public entity are listed) following the business combination; (4) the inability to complete the private placement of common stock of CBAH to certain institutional accredited investors; (5) the risk that the announcement and consummation of the Transactions disrupts Altus Power’s current plans and operations; (6) the ability to recognize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of New Altus to grow and manage growth profitably, maintain relationships with customers, business partners, suppliers and agents and retain its management and key employees; (7) costs related to the Transactions; (8) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the Transactions; (9) the possibility that Altus Power and New Altus may be adversely affected by other economic, business, regulatory and/or competitive factors; (10) the impact of COVID-19 on Altus Power’s and New Altus’s business and/or the ability of the parties to complete the Transactions; (11) the outcome of any legal proceedings that may be instituted against CBAH, Altus Power, New Altus or any of their respective directors or officers, following the announcement of the Transactions; and (12) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments.

Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in CBAH’s most recent annual report on Form 10-K, subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K, which are available, free of charge, at the SEC’s website at www.sec.gov, and are provided in the Registration Statement and CBAH’s definitive proxy statement/prospectus. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and CBAH and Altus Power undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, changes in expectations, future events or otherwise.

This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in CBAH and is not intended to form the basis of an investment decision in CBAH. All subsequent written and oral forward-looking statements concerning CBAH and Altus Power, the Transactions or other matters and attributable to CBAH and Altus Power or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

About CBRE Acquisition Holdings, Inc.

CBRE Acquisition Holdings, Inc. (“CBAH”) is a blank-check company formed solely for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. CBAH is sponsored by CBRE Acquisition Sponsor, LLC, which is a subsidiary of CBRE Group, Inc.

About Altus Power

Altus Power, based in Stamford, Connecticut, is creating a clean electrification ecosystem, serving its commercial, public sector and community solar customers with locally-sited solar generation, energy storage, and EV-charging stations across the U.S. Since its founding in 2009, Altus Power has developed or acquired over 350 megawatts from Vermont to Hawaii. Visit altuspower.com to learn more.

View source version on businesswire.com: https://www.businesswire.com/news/home/20211123005317/en/

CBRE Acquisition Holdings Contacts

Cash Smith

CBRE Acquisition Holdings, Inc.

[email protected]

Steven Iaco

CBRE Corporate Communications

[email protected]

Altus Power Contacts

For Media:

Cory Ziskind

ICR, Inc.

[email protected]

For Investors:

Caldwell Bailey

ICR, Inc.

[email protected]

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Other Energy Utilities Other Construction & Property Alternative Energy Energy Construction & Property

MEDIA:

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Posted on November 23, 2021 7:02 am
Bristol Myers Squibb Receives European Commission Approval of Zeposia (ozanimod) for use in Adults with Moderately to Severely Active Ulcerative Colitis

Bristol Myers Squibb Receives European Commission Approval of Zeposia (ozanimod) for use in Adults with Moderately to Severely Active Ulcerative Colitis

Zeposia brings a new way of treating this chronic immune-mediated disease, approved for adults with moderately to severely active ulcerative colitis (UC) who have had an inadequate response, lost response, or were intolerant to either conventional therapy or a biologic agent

Zeposia is the first and only oral sphingosine 1-phosphate (S1P) receptor modulator for UC, with this approval marking its second indication in the European Union

Zeposia approval is based on the Phase 3 True North trial, which demonstrated clinically meaningful improvements in key clinical, endoscopic and mucosal healing endpoints, with no new safety signals observed

PRINCETON, N.J.–(BUSINESS WIRE)–Bristol Myers Squibb (NYSE:BMY) today announced the European Commission has granted a Marketing Authorization for Zeposia (ozanimod) for the treatment of adults with moderately to severely active ulcerative colitis (UC) who have had an inadequate response, lost response, or were intolerant to either conventional therapy or a biologic agent. Zeposia, an oral medication taken once daily,is a sphingosine 1-phosphate (S1P) receptor modulator that binds with high affinity selectively to S1P subtypes 1 (S1P₁) and 5 (S1P₅). Zeposia is the first and only oral S1P receptor modulator approved for UC, and represents a new way of treating this chronic immune-mediated disease.

“With today’s European Commission approval of Zeposia for ulcerative colitis, patients and physicians now have a once-daily oral treatment option to help address this debilitating disease, with a demonstrated efficacy and safety profile and a different mechanism of action than other available therapies,” said Jonathan Sadeh, M.D., MSc., senior vice president of Immunology and Fibrosis Development, Bristol Myers Squibb. “We are proud of our heritage in transformational science and innovative medicines that has brought us to this stage and look forward to offering appropriate patients in Europe a new therapy that provides significant symptom relief and lasting clinical remission.”

The approval was based on data from True North, a pivotal Phase 3 trial evaluating Zeposia as an induction and maintenance therapy versus placebo in adult patients with moderately to severely active UC. Key findings from the trial include:

During induction at Week 10 (Zeposia N=429 versus placebo N=216) the trial met its primary endpoint of clinical remission^a (18% versus 6%, p<0.0001) as well as key secondary endpoints, including clinical response^b (48% versus 26%, p<0.0001), endoscopic improvement^c (27% versus 12%, p<0.0001) and endoscopic-histologic mucosal improvement^d (13% versus 4%, p<0.001) for Zeposia versus placebo, respectively.

During maintenance at Week 52 (Zeposia N=230 versus placebo N=227) the trial met its primary endpoint of clinical remission^a (37% versus 19%, p<0.0001) as well as key secondary endpoints, including clinical response (60% versus 41%, p<0.0001), endoscopic improvement (46% versus 26%, p<0.001), corticosteroid-free clinical remission^e (32% versus 17%, p<0.001) and endoscopic-histologic mucosal improvement (30% versus 14%, p<0.001) for Zeposia versus placebo, respectively. Decreases in rectal bleeding and stool frequency subscores were observed as early as Week 2 (i.e., 1 week after completing the required 7-day dosage titration) in patients treated with Zeposia.

In the induction and maintenance phases of the True North trial, the overall safety profile was consistent with the known safety profile for Zeposia and patients with moderate to severe UC.

“The findings from the True North trial show that Zeposia demonstrated significant, durable efficacy in patients with moderate to severe ulcerative colitis across multiple key endpoints such as clinical improvement, endoscopic and mucosal healing and clinical remission,” said Dr. Silvio Danese, M.D., Director, Gastroenterology and Endoscopy, IRCCS, San Raffaele Hospital and University Vita-Salute San Raffaele in Milan. “The results for endoscopic improvement and histologic remission are particularly meaningful because they can be very difficult to achieve, indicating that Zeposia has the potential to be an effective and safe oral treatment option for clinicians treating adults living with this serious, chronic disease.”

“In Europe, over 3 million people are affected by inflammatory bowel disease, which includes ulcerative colitis, a challenging and often debilitating form of the disease,” said Luisa Avedano, CEO, European Federation of Crohn’s & Ulcerative Colitis Associations. “I’m thrilled that we now have a new treatment option for patients and their caregivers as they manage the symptoms of a disease that can have a such detrimental impact on quality of life.”

Zeposia is contraindicated in patients with hypersensitivity to the active substance or to any of the excipients, as listed in the Summary of Product Characteristics (SmPC); immunodeficient state; patients who in the last six months experienced myocardial infarction, unstable angina, stroke, transient ischemic attack, decompensated heart failure requiring hospitalization or New York Heart Association (NYHA) Class III/IV heart failure; patients with history or presence of second-degree atrioventricular (AV) block Type II or third-degree AV block or sick sinus syndrome unless the patient has a functioning pacemaker; severe active infections, active chronic infections such as hepatitis and tuberculosis; active malignancies; severe hepatic impairment (Child-Pugh class C); and during pregnancy and in women of childbearing potential not using effective contraception. The most commonly reported adverse reactions (>5%) in controlled periods of the adult multiple sclerosis (MS) and UC clinical studies are nasopharyngitis, alanine aminotransferase (ALT) increased, and gamma-glutamyl transferase (GGT) increased. The most common adverse reactions leading to discontinuation were related to liver enzyme elevations (1.1%) in the MS clinical studies. Liver enzyme elevations leading to discontinuation occurred in 0.4% of patients, in UC controlled clinical studies. The overall safety profile was similar for patients with MS and UC.

Bristol Myers Squibb thanks the patients and investigators involved in the True North clinical trial.

About True North

True North is a Phase 3, multicenter, randomized, double-blind, placebo-controlled clinical trial assessing the efficacy and safety of Zeposia 0.92 mg in patients with moderately to severely active ulcerative colitis (UC) who had an inadequate response or were intolerant to any of the following: oral aminosalicylates, corticosteroids, immunomodulators or a biologic. Patients were to be receiving treatment with oral aminosalicylates and/or corticosteroids prior to and during the induction period.^{A total of 30% of patients had previously failed or were intolerant to TNF blockers. Of these patients, 63% received at least two biologics including TNF blockers. At study entry, mean age was 42 years, 60% were male and mean disease duration was 7 years; patient characteristics were well-balanced across treatment groups.^{In the 10-week induction study (UC Study 1), a total of 645 patients were randomized 2:1 to receive Zeposia (n=429) or placebo (n=216), of whom 94% and 89%, respectively, completed the induction study. No new safety signals were observed in the induction phase.}}

In maintenance, UC Study 2, a total of 457 patients who received Zeposia in either UC Study 1 or in an open-label arm and achieved clinical response at Week 10 were re-randomized 1:1 and were treated with either Zeposia 0.92 mg (n=230) or placebo (n=227) for 42 weeks (UC Study 2), for a total of 52 weeks of treatment. Concomitant aminosalicylates were required to remain stable through week 52. Patients on concomitant corticosteroids were to taper their dose upon entering the maintenance study. Of these, 80% and 54.6% of patients who received Zeposia and placebo, respectively, completed the study. In the maintenance phase, the overall safety profile was consistent with the known safety profile for Zeposia and patients with moderate to severe UC. More information about the True North trial can be found on www.clinicaltrials.gov, NCT02435992.

The clinical findings from True North, entitled “Ozanimod as Induction and Maintenance Therapy for Ulcerative Colitis,” were published in the September 30^th issue of The New England Journal of Medicine.

All eligible patients were rolled into an open-label extension trial, which is ongoing and designed to assess the longer-term profile of Zeposia for the treatment of moderately to severely active UC. Among patients who entered the trial clinical remission, clinical response, endoscopic improvement, and symptomatic remission were generally maintained through week 142. No new safety concerns were identified in this study extension in patients with UC. More information about the open-label extension trial can be found on www.clinicaltrials.gov, NCT02531126.

About Ulcerative Colitis

Ulcerative colitis, a chronic inflammatory bowel disease (IBD), is characterized by an irregular, chronic immune response that creates inflammation and ulcers (sores) in the mucosa (lining) of the large intestine (colon) or rectum. Symptoms include bloody stools, severe diarrhea and frequent abdominal pain. Ulcerative colitis has a major impact on patients’ health-related quality of life, including physical functioning, social and emotional well-being and ability to go to work/school.^{Many patients have an inadequate response or do not respond at all to currently available therapies.^{It is estimated that approximately 12.6 million people worldwide are living with IBD.}}

About Zeposia (ozanimod)

Zeposia (ozanimod) is an oral, sphingosine 1-phosphate (S1P) receptor modulator that binds with high affinity to S1P receptors 1 and 5. Zeposia reduces the capacity of lymphocytes to migrate from lymphoid tissue, reducing the number of circulating lymphocytes in peripheral blood. The mechanism by which Zeposia exerts therapeutic effects in UC is unknown but may involve the reduction of lymphocyte migration into the intestines.

Bristol Myers Squibb is continuing to evaluate Zeposia in an open-label extension trial, which is ongoing and designed to assess the longer-term profile of Zeposia for the treatment of moderately to severely active UC. The company is also investigating Zeposia for the treatment of moderately to severely active Crohn’s disease in the ongoing Phase 3 YELLOWSTONE clinical trial program.

The U.S. Food and Drug Administration (FDA) approved Zeposia for the treatment of adults with moderately to severely active UC on May 27, 2021, and for the treatment of adults with relapsing forms of multiple sclerosis (RMS) in March 2020. The European Commission approved Zeposia for the treatment of adult patients with relapsing remitting multiple sclerosis (RRMS) with active disease as defined by clinical or imaging features in May 2020.

U.S. FDA APPROVED INDICATIONS

ZEPOSIA (ozanimod) is indicated for the treatment of:

1. Relapsing forms of multiple sclerosis (MS), to include clinically isolated syndrome, relapsing-remitting disease, and active secondary progressive disease, in adults.

2. Moderately to severely active ulcerative colitis (UC) in adults.

IMPORTANT SAFETY INFORMATION

Contraindications:

Patients who in the last 6 months, experienced myocardial infarction, unstable angina, stroke, transient ischemic attack (TIA), decompensated heart failure requiring hospitalization, or Class III/IV heart failure or have the presence of Mobitz type II second-degree or third degree atrioventricular (AV) block, sick sinus syndrome, or sino-atrial block, unless the patient has a functioning pacemaker

Patients with severe untreated sleep apnea

Patients taking a monoamine oxidase (MAO) inhibitor

Infections: ZEPOSIA may increase the susceptibility to infections. Life-threatening and rare fatal infections have occurred in patients receiving ZEPOSIA. Obtain a recent (i.e., within 6 months or after discontinuation of prior MS or UC therapy) complete blood count (CBC) including lymphocyte count before initiation of ZEPOSIA. Delay initiation of ZEPOSIA in patients with an active infection until the infection is resolved. Consider interruption of treatment with ZEPOSIA if a patient develops a serious infection. Continue monitoring for infections up to 3 months after discontinuing ZEPOSIA

Herpes zoster was reported as an adverse reaction in ZEPOSIA-treated patients. Herpes simplex encephalitis and varicella zoster meningitis have been reported with sphingosine 1-phosphate (S1P) receptor modulators. Patients without a healthcare professional-confirmed history of varicella (chickenpox), or without documentation of a full course of vaccination against varicella zoster virus (VZV), should be tested for antibodies to VZV before initiating ZEPOSIA. A full course of vaccination for antibody-negative patients with varicella vaccine is recommended prior to commencing treatment with ZEPOSIA

Cases of fatal cryptococcal meningitis (CM) were reported in patients treated with another S1P receptor modulator. If CM is suspected, ZEPOSIA should be suspended until cryptococcal infection has been excluded. If CM is diagnosed, appropriate treatment should be initiated

Progressive Multifocal Leukoencephalopathy (PML) is an opportunistic viral infection of the brain that typically occurs in patients who are immunocompromised, and that usually leads to death or severe disability. PML has been reported in patients treated with S1P receptor modulators and other MS and UC therapies and has been associated with some risk factors. If PML is suspected, withhold ZEPOSIA and perform an appropriate diagnostic evaluation. If confirmed, treatment with ZEPOSIA should be discontinued

In the MS and UC clinical studies, patients who received ZEPOSIA were not to receive concomitant treatment with antineoplastic, non-corticosteroid immunosuppressive, or immune-modulating therapies used for treatment of MS and UC. Concomitant use of ZEPOSIA with any of these therapies would be expected to increase the risk of immunosuppression. When switching to ZEPOSIA from immunosuppressive medications, consider the duration of their effects and their mode of action to avoid unintended additive immunosuppressive effects

Use of live attenuated vaccines should be avoided during and for 3 months after treatment with ZEPOSIA. If live attenuated vaccine immunizations are required, administer at least 1 month prior to initiation of ZEPOSIA

Bradyarrhythmia and Atrioventricular Conduction Delays: Since initiation of ZEPOSIA may result in a transient decrease in heart rate and atrioventricular conduction delays, dose titration is recommended to help reduce cardiac effects. Initiation of ZEPOSIA without dose escalation may result in greater decreases in heart rate. If treatment with ZEPOSIA is considered, advice from a cardiologist should be sought for those individuals:

with significant QT prolongation

with arrhythmias requiring treatment with Class 1a or III anti-arrhythmic drugs

with ischemic heart disease, heart failure, history of cardiac arrest or myocardial infarction, cerebrovascular disease, and uncontrolled hypertension

with a history of Mobitz type II second-degree or higher AV block, sick sinus syndrome, or sino-atrial heart block

Liver Injury: Elevations of aminotransferases may occur in patients receiving ZEPOSIA. Obtain liver function tests, if not recently available (i.e., within 6 months), before initiation of ZEPOSIA. Patients who develop symptoms suggestive of hepatic dysfunction should have hepatic enzymes checked and ZEPOSIA should be discontinued if significant liver injury is confirmed. Caution should be exercised when using ZEPOSIA in patients with history of significant liver disease

Fetal Risk: There are no adequate and well-controlled studies in pregnant women. Based on animal studies, ZEPOSIA may cause fetal harm. Women of childbearing potential should use effective contraception to avoid pregnancy during treatment and for 3 months after stopping ZEPOSIA

Increased Blood Pressure: Increase in systolic pressure was observed after about 3 months of treatment and persisted throughout treatment. Blood pressure should be monitored during treatment and managed appropriately. Certain foods that may contain very high amounts of tyramine could cause severe hypertension in patients taking ZEPOSIA. Patients should be advised to avoid foods containing a very large amount of tyramine while taking ZEPOSIA

Respiratory Effects: ZEPOSIA may cause a decline in pulmonary function. Spirometric evaluation of respiratory function should be performed during therapy, if clinically indicated

Macular edema: S1P modulators have been associated with an increased risk of macular edema. Patients with a history of uveitis or diabetes mellitus are at increased risk. Patients with a history of these conditions should have an ophthalmic evaluation of the fundus, including the macula, prior to treatment initiation and regular follow-up examinations. An ophthalmic evaluation is recommended in all patients at any time if there is a change in vision. Continued use of ZEPOSIA in patients with macular edema has not been evaluated; potential benefits and risks for the individual patient should be considered if deciding whether ZEPOSIA should be discontinued

Posterior Reversible Encephalopathy Syndrome (PRES): Rare cases of PRES have been reported in patients receiving a S1P receptor modulator. If a ZEPOSIA-treated patient develops unexpected neurological or psychiatric symptoms or any symptom/sign suggestive of an increase in intracranial pressure, a complete physical and neurological examination should be conducted. Symptoms of PRES are usually reversible but may evolve into ischemic stroke or cerebral hemorrhage. Delay in diagnosis and treatment may lead to permanent neurological sequelae. If PRES is suspected, treatment with ZEPOSIA should be discontinued

Unintended Additive Immunosuppressive Effects From Prior Immunosuppressive or Immune-Modulating Drugs: When switching from drugs with prolonged immune effects, the half-life and mode of action of these drugs must be considered to avoid unintended additive immunosuppressive effects while at the same time minimizing risk of disease reactivation. Initiating treatment with ZEPOSIA after treatment with alemtuzumab is not recommended

Severe Increase in Disability After Stopping ZEPOSIA: Severe exacerbation of disease, including disease rebound, has been rarely reported after discontinuation of a S1P receptor modulator. The possibility of severe exacerbation of disease should be considered after stopping ZEPOSIA treatment so patients should be monitored upon discontinuation

Immune System Effects After Stopping ZEPOSIA: After discontinuing ZEPOSIA, the median time for lymphocyte counts to return to the normal range was 30 days with approximately 90% of patients in the normal range within 3 months. Use of immunosuppressants within this period may lead to an additive effect on the immune system, therefore caution should be applied when initiating other drugs 4 weeks after the last dose of ZEPOSIA

Most Common Adverse Reactions that occurred in the MS clinical trials of ZEPOSIA-treated patients (≥ 4%): upper respiratory infection, hepatic transaminase elevation, orthostatic hypotension, urinary tract infection, back pain, and hypertension

In the UC clinical trials, the most common adverse reactions that occurred in ≥4% of ZEPOSIA-treated patients and greater than in patients who received placebo were upper respiratory infection, liver test increased, and headache

For additional safety information, please see the fullPrescribing InformationandMedication Guide.

Bristol Myers Squibb: Pioneering Paths Forward in Immunology to Transform Patients’ Lives

Bristol Myers Squibb is inspired by a single vision – transforming patients’ lives through science. For people living with immune-mediated diseases, the debilitating reality of enduring chronic symptoms and disease progression can take a toll on their physical, emotional and social well-being, making simple tasks and daily life a challenge. Driven by our deep understanding of the immune system that spans over 20 years of experience, and our passion to help patients, the company continues to pursue pathbreaking science with the goal of delivering meaningful solutions that address unmet needs in rheumatology, gastroenterology, dermatology and multiple sclerosis. We follow the science, aiming to tailor therapies to individual needs, improve outcomes and expand treatment options by working to identify mechanisms with the potential to achieve long-term remission – and perhaps even cures – in the future. By building partnerships with researchers, patients and caregivers to deliver innovative treatments, Bristol Myers Squibb strives to elevate patient care to new standards and deliver what matters most – the promise of living a better life.

About Bristol Myers Squibb

Bristol Myers Squibb is a global biopharmaceutical company whose mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases. For more information about Bristol Myers Squibb, visit us at BMS.com or follow us on LinkedIn, Twitter, YouTube, Facebook and Instagram.

Celgene and Juno Therapeutics are wholly owned subsidiaries of Bristol-Myers Squibb Company. In certain countries outside the U.S., due to local laws, Celgene and Juno Therapeutics are referred to as, Celgene, a Bristol Myers Squibb company and Juno Therapeutics, a Bristol Myers Squibb company.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding, among other things, the research, development and commercialization of pharmaceutical products. All statements that are not statements of historical facts are, or may be deemed to be, forward-looking statements. Such forward-looking statements are based on historical performance and current expectations and projections about our future financial results, goals, plans and objectives and involve inherent risks, assumptions and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years, that are difficult to predict, may be beyond our control and could cause our future financial results, goals, plans and objectives to differ materially from those expressed in, or implied by, the statements. These risks, assumptions, uncertainties and other factors include, among others, that the outcome of pricing and reimbursement negotiations in individual countries in Europe may delay or limit the commercial potential of Zeposia (ozanimod) for the indication described in this release, any marketing approvals, if granted, may have significant limitation on their use, that continued approval of such product candidate for such indication described in this release may be contingent upon verification and description of clinical benefit in confirmatory trials, and whether such product candidate for such indication described in this release will be commercially successful. No forward-looking statement can be guaranteed. Forward-looking statements in this press release should be evaluated together with the many risks and uncertainties that affect Bristol Myers Squibb’s business and market, particularly those identified in the cautionary statement and risk factors discussion in Bristol Myers Squibb’s Annual Report on Form 10-K for the year ended December 31, 2020, as updated by our subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the Securities and Exchange Commission. The forward-looking statements included in this document are made only as of the date of this document and except as otherwise required by applicable law, Bristol Myers Squibb undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise.

corporatefinancial-news

a

Clinical remission is defined as: rectal bleeding subscore = 0, stool frequency subscore = 0 or 1 (and a decrease from baseline in the stool frequency subscore of ≥ 1 point), and endoscopy subscore = 0 or 1 without friability.

b

Clinical response is defined as a reduction from baseline in the 3-component Mayo score of ≥ 2 points and ≥ 35%, and a reduction from baseline in the rectal bleeding subscore of ≥ 1 point or an absolute rectal bleeding subscore of 0 or 1.

c

Endoscopic improvement is defined as a Mayo endoscopy subscore of 0 or 1 without friability.

d

Endoscopic-histologic mucosal improvement is defined as both Mayo endoscopic subscore of 0 or 1 without friability and histologic improvement of colonic tissue (defined as no neutrophils in the epithelial crypts or lamina propria and no increase in eosinophils, no crypt destruction, and no erosions, ulcerations, or granulation tissue, i.e., Geboes <2.0).

e

Corticosteroid-free remission is defined as clinical remission at Week 52 while off corticosteroids for ≥ 12 weeks.

View source version on businesswire.com: https://www.businesswire.com/news/home/20211123005558/en/

Bristol Myers Squibb

Media Inquiries:

[email protected]

Investors:

Tim Power

609-252-7509

[email protected]

Nina Goworek

908-673-9711

[email protected]

KEYWORDS: Europe United States North America New Jersey

INDUSTRY KEYWORDS: Biotechnology FDA Other Health Health Pharmaceutical Marketing Communications Other Science Research Science Clinical Trials

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Posted on November 23, 2021 6:58 am
MasTec Senior Management to Present at the Credit Suisse, UBS and Barclays Virtual Investor Conferences in December

PR Newswire

CORAL GABLES, Fla., Nov. 23, 2021 /PRNewswire/ — MasTec, Inc. (NYSE: MTZ) today announced that its senior management will be presenting at the Credit Suisse Industrials Virtual Conference on Thursday, December 2^nd at approximately 1:30 p.m. ET. Additionally, management will be presenting at the UBS Global TMT Virtual Conference on Tuesday, December 7^th at approximately 4:40 p.m. ET. Finally, company management will also present at the Barclays Global TMT Virtual Conference on Wednesday, December 8^th at approximately 9:45 a.m. ET. All three presentations will be fireside chats with the respective covering analysts. Virtual one-on-one meetings with institutional investors and MasTec’s senior management are also being arranged as a part of these conferences.

The fireside chat audios and any presentation materials may be accessed through links on the “Investors” page of MasTec’s website at www.mastec.com. Interested parties should check the Company’s website for any schedule updates, or time changes. The presentation will also be available for replay on the MasTec website for approximately 30 days.

MasTec, Inc. is a leading infrastructure construction company operating mainly throughout North America across a range of industries. The Company’s primary activities include the engineering, building, installation, maintenance and upgrade of communications, energy and utility and other infrastructure, such as: wireless, wireline/fiber, satellite communications and customer fulfillment activities; petroleum and natural gas pipeline infrastructure; electrical utility transmission and distribution; power generation; and industrial infrastructure. MasTec’s customers are primarily in these industries. The Company’s corporate website is located at www.mastec.com. The Company’s website should be considered as a recognized channel of distribution, and the Company may periodically post important, or supplemental, information regarding contracts, awards or other related news and webcasts on the Events & Presentations page in the Investors section therein.

View original content:https://www.prnewswire.com/news-releases/mastec-senior-management-to-present-at-the-credit-suisse-ubs-and-barclays-virtual-investor-conferences-in-december-301423383.html

SOURCE MasTec, Inc.

Posted on November 23, 2021 6:58 am
Alamos Gold Declares Quarterly Dividend and Announces Share Repurchases Under Normal Course Issuer Bid

TORONTO, Nov. 23, 2021 (GLOBE NEWSWIRE) — Alamos Gold Inc. (TSX:AGI; NYSE:AGI) (“Alamos” or the “Company”) today announced that the Company’s Board of Directors has declared a quarterly dividend of US$0.025 per common share. Additionally, the Company repurchased 383,000 shares at a cost of $2.9 million, or $7.55 per share, under its Normal Course Issuer Bid (“NCIB”) thus far in November.

Year-to-date the Company has repurchased 1,183,262 shares for $8.9 million. Including the upcoming dividend, the Company has returned $48 million to shareholders thus far in 2021 through dividends and share buybacks. The Company has paid dividends for 12 consecutive years during which time $235 million has been returned to shareholders through dividends and share buybacks.

The dividend is payable on December 21, 2021 to shareholders of record as of the close of business on December 7, 2021. This dividend qualifies as an “eligible dividend” for Canadian income tax purposes.

Dividend Reinvestment Plan

The Company has implemented a dividend reinvestment plan (“DRIP”). This gives shareholders the option of increasing their investment in Alamos, at a discount to the prevailing market price and without incurring any transaction costs, by electing to receive common shares in place of cash dividends. For shareholders that elect to participate in the DRIP, common shares will be issued from treasury at a 2% discount to the prevailing market price.

Enrollment in the DRIP is optional. Further information on the plan, including the forms needed to enroll are available on the Company’s website at http://www.alamosgold.com/investors/Dividend-Reinvestment-Plan. In order to be eligible to participate in the December 21, 2021 dividend, enrollment must be completed by 4:00 pm EST on the fifth business day prior to the December 7, 2021 dividend record date.

About Alamos

Alamos is a Canadian-based intermediate gold producer with diversified production from three operating mines in North America. This includes the Young-Davidson and Island Gold mines in northern Ontario, Canada and the Mulatos mine in Sonora State, Mexico. Additionally, the Company has a significant portfolio of development stage projects in Canada, Mexico, Turkey, and the United States. Alamos employs more than 1,700 people and is committed to the highest standards of sustainable development. The Company’s shares are traded on the TSX and NYSE under the symbol “AGI”.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Scott K. Parsons

Vice President, Investor Relations

(416) 368-9932 x 5439

All amounts are in United States dollars, unless otherwise stated.

The TSX and NYSE have not reviewed and do not accept responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward Looking Statements

Certain of the statements made and information contained herein, other than statements of historical fact and historical information, is “forward-looking information” within the meaning of applicable Canadian and U.S. securities laws. Forward-looking statements are generally, but not always, identified by the use of forward-looking terminology such as “will”, “may”, “potential” or variations of such words that certain actions, events or results “could” “might” or “will” occur or be achieved. Forward-looking statements in this press release include information regarding planned dividend payments. The declaration and payment of dividends remains at the discretion of the Board of Directors and will depend on the Company’s financial results, cash requirements, future prospects and other factors deemed relevant by the Board of Directors. Alamos cautions that forward-looking statements are necessarily based upon several factors and assumptions that, while considered reasonable by the Company at the time of making such statements, are inherently subject to significant business, economic, legal, political and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

Posted on November 23, 2021 6:53 am
UnitedHealth Group to Host 2021 Investor Conference

UnitedHealth Group to Host 2021 Investor Conference

MINNETONKA, Minn.–(BUSINESS WIRE)–
UnitedHealth Group (NYSE: UNH) will host its annual Investor Conference with analysts and institutional investors in New York City on Tuesday, November 30, 2021, beginning at 8:00 a.m. ET.

Senior leaders will discuss how the company is working to improve health system performance, advance health care quality, experiences and outcomes for people, and reduce the total cost of health care. Management will also provide an overview of the Company’s outlook for its growth priorities and performance for 2022.

In conjunction with the Investor Conference, an updated view of financial performance for 2021 and the initial outlook for 2022 will be released on the afternoon of Monday, November 29^th at approximately 4:15 p.m. ET.

The Company will stream the presentations and management question and answer portion of this meeting and will make conference materials available on its Investors page at www.unitedhealthgroup.com. A replay of the conference will be available on the Company web site.

About UnitedHealth Group

UnitedHealth Group (NYSE: UNH) is a diversified health care company dedicated to helping people live healthier lives and helping make the health system work better for everyone. UnitedHealth Group offers a broad spectrum of products and services through two distinct platforms: UnitedHealthcare, which provides health care coverage and benefits services; and Optum, which provides information and technology-enabled health services. For more information, visit UnitedHealth Group at www.unitedhealthgroup.com or follow @UnitedHealthGrp on Twitter.

View source version on businesswire.com: https://www.businesswire.com/news/home/20211123005453/en/

Contacts:

Brett Manderfeld

Senior Vice President

952-936-7216

Media:

Matt Stearns

Senior Vice President

202-276-0085

KEYWORDS: Minnesota New York United States North America

INDUSTRY KEYWORDS: General Health Professional Services Health Insurance

MEDIA:

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Posted on November 23, 2021 6:48 am
Medtronic Reports Second Quarter Fiscal 2022 Financial Results

Company continued to launch new products, win share, and deliver strong earnings growth; market procedure volumes impacted by COVID-19 resurgence

PR Newswire

DUBLIN, Nov. 23, 2021 /PRNewswire/ — Medtronic plc (NYSE:MDT) today announced financial results for its second quarter of fiscal year 2022, which ended October 29, 2021.

Key Highlights

Revenue of $7.8 billion increased 3% reported and 2% organic

GAAP diluted EPS of $0.97; non-GAAP diluted EPS of $1.32

Reiterates full year EPS guidance

“As our markets recover, Medtronic is one of the best positioned companies in healthcare.” Chairman & CEO Geoff Martha

The company reported second quarter worldwide revenue of $7.847 billion, an increase of 3% as reported and 2% on an organic basis, which excludes the $32 million benefit of foreign currency translation. Unless otherwise stated, all revenue growth rates in this press release are stated on an organic basis, which excludes the impact of foreign currency translation. The company’s second quarter revenue results reflect the unfavorable market impact of COVID-19 and health system labor shortages on medical device procedure volumes, primarily in the U.S.

As reported, second quarter GAAP net income and diluted earnings per share (EPS) were $1.311 billion and $0.97, respectively, increases of 168% and 169%, respectively. As detailed in the financial schedules included at the end of this release, second quarter non-GAAP net income and non-GAAP diluted EPS were $1.792 billion and $1.32, respectively, increases of 30% and 29%, respectively.

Second quarter U.S. revenue of $3.997 billion represented 51% of company revenue and decreased 1%. Non-U.S. developed market revenue of $2.478 billion represented 32% of company revenue and increased 1% as reported and 2% organic. Emerging Markets revenue of $1.372 billion represented 17% of company revenue and increased 20% as reported and 16% organic.

“Our second quarter results reflect focused execution of our strategy and the strong underlying health of the business, despite the market impact of the pandemic resurgence and healthcare system staffing challenges on medical procedure volumes, particularly in the U.S., which affected our quarterly revenue growth,” said Geoff Martha, Medtronic chairman and chief executive officer. “During the quarter, we continued to advance our pipeline, launched new products, and grew share in the majority of our businesses. Looking ahead, as our markets recover, Medtronic is one of the best positioned companies in healthcare. We have an expansive pipeline of leading technology, a robust balance sheet, and an expanding roster of proven top talent. Coupled with our revitalized operating model and new competitive mindset, we’re poised to accelerate and sustain growth.”

Cardiovascular Portfolio

The Cardiovascular Portfolio includes the Cardiac Rhythm & Heart Failure (CRHF), Structural Heart & Aortic (SHA), and Coronary & Peripheral Vascular (CPV) divisions. Cardiovascular revenue of $2.827 billion increased 4% as reported and 3% organic, driven by mid-single digit organic growth in CPV and low-single digit organic growth in CRHF and SHA.

Cardiac Rhythm & Heart Failure revenue of $1.471 billion increased 3% as reported and organic. Adjusting for the discontinuation of HVAD™ System sales, CRHF revenue increased 6% organic. Cardiac Rhythm Management revenue increased in the high-single digits, driven by mid-single digit growth in Defibrillation Solutions and high-single digit growth in Cardiac Pacing Therapies, including mid-teens growth in Leadless Pacemakers on the continued global adoption of Micra™ transcatheter pacing systems. Cardiovascular Diagnostics revenue declined in the mid-single digits, as procedure volumes were affected by COVID-19 resurgence. Cardiac Ablation Solutions revenue increased in the mid-single digits on the continued adoption of Arctic Front Advance™ cryoballoon catheters and consoles.

Structural Heart & Aortic revenue of $750 million increased 2% as reported and organic. Structural Heart grew in the high-single digits, with high-single digit growth in transcatheter aortic valves (TAVR). Cardiac Surgery increased in the high-single digits. Aortic declined in the mid-teens as a result of the previously announced global recall of the Valiant Navion™ thoracic stent graft system.

Coronary & Peripheral Vascular revenue of $606 million increased 7% as reported and 6% organic. Coronary & Renal Denervation (CRDN) increased in the mid-single digits, driven by strength in emerging markets. Peripheral Vascular Health increased in the high-single digits, with mid-twenties endoVenous growth on strong sales of the VenaSeal™ closure system and the Abre™ venous stent.

Medical Surgical Portfolio

The Medical Surgical Portfolio includes the Surgical Innovations (SI) and the Respiratory, Gastrointestinal & Renal (RGR) divisions. Medical Surgical revenue of $2.299 billion increased 1% as reported and was flat organic, with high-single digit organic growth in SI partially offset by low double-digit organic declines in RGR. Excluding the impact of ventilator sales declines, Medical Surgical revenue increased 6% organic.

Surgical Innovations revenue of $1.497 billion increased 7% as reported and organic. The division had mid-single digit growth in Advanced Surgical Instruments, driven by the continued adoption of the company’s LigaSure™, Sonicision™, and Tri-Staple™ technologies. Hernia & Wound Management increased in the high-single digits, with strength in sutures.

Respiratory, Gastrointestinal & Renal revenue of $802 million decreased 10% as reported and 11% organic. Excluding the impact of ventilator sales declines, RGR revenue increased 4% organic. Respiratory Interventions decreased in the mid-thirties, with sales of ventilators declining in the mid-fifties as demand returns to pre-pandemic levels. Patient Monitoring increased in the low-double digits, with mid-teens growth in the company’s Nellcor™ pulse oximetry products driven in part by increased monitoring of COVID hospitalized patients. Gastrointestinal revenue increased in the mid-single digits, with low double-digit growth in Chronic & Colorectal on strength of PillCam™ system sales. Renal Care Solutions increased in the mid-single digits with low-forties growth in acute therapies driven by increased demand for adult and pediatric continuous renal replacement therapy.

Neuroscience Portfolio

The Neuroscience Portfolio includes the Cranial & Spinal Technologies (CST), Specialty Therapies, and Neuromodulation divisions. Neuroscience revenue of $2.136 billion increased 4% as reported and 3% organic, with high-single digit growth in Specialty Therapies and mid-single digit growth in Neuromodulation, partially offset by low-single digit declines in CST, all on an organic basis.

Cranial & Spinal Technologies revenue of $1.067 billion was flat as reported and decreased 1% organic. Spine & Biologics decreased in the mid-single digits, driven by decreased spine market procedures as a result of the COVID-19 resurgence. Neurosurgery increased in the high-single digits, with strength in sales of StealthStation™ navigation systems, O-arm™ imaging systems, and Midas Rex™ powered surgical instruments.

Specialty Therapies revenue of $634 million increased 9% as reported and 8% organic. Neurovascular increased in the low double-digits, with high-teens growth in Hemorrhagic Stroke products. Pelvic Health increased in the low-single digits, as market growth was affected by the COVID-19 resurgence. ENT grew in the low double-digits, driven by strong sales of NIM Vital™ nerve monitoring systems.

Neuromodulation revenue of $435 million increased 6% as reported and organic. Brain Modulation increased in the mid-twenties, driven by the launch of the Percept™ PC deep brain stimulation (DBS) system and SenSight™ directional DBS lead system. Pain Therapies decreased in the mid-single digits, as high-single digit declines in Targeted Drug Delivery and flat results in Pain Stim offset high-single digit growth in Interventional.

Diabetes

Diabetes revenue of $585 million increased 2% as reported and 1% organic. Durable insulin pumps grew in the low-twenties, including high-teens growth in the U.S. and low-twenties growth in international markets on the continued launches of the MiniMed™ 770G and MiniMed™ 780G systems, respectively. Strong pump sales were offset by lower sales of consumables, which declined in the high-single digits. Sales of continuous glucose monitoring (CGM) products increased in the low-single digits.

Guidance

The company today updated its revenue growth guidance and reiterated its EPS guidance range for fiscal year 2022.

Given the greater-than-expected market impact of the pandemic and healthcare system staffing challenges in the fiscal second quarter, which is expected to continue into the second half of the fiscal year, the company now expects fiscal year 2022 revenue growth of 7-8% on an organic basis versus the prior expectation of approximately 9%. If recent foreign currency exchange rates hold, revenue growth in fiscal year 2022 would be positively affected by approximately $0 to $50 million versus the $100 to $200 million positive impact previously.

The company reiterated its fiscal year 2022 diluted non-GAAP EPS guidance range of $5.65 to $5.75, including an estimated 5 to 10 cent positive impact from foreign currency exchange based on recent rates.

“We delivered strong margin improvement, earnings growth, and free cash flow in a tough environment this quarter,” said Karen Parkhill, Medtronic chief financial officer. “While we expect our markets to continue to be affected by the pandemic in the second half of our fiscal year, we remain focused on delivering solid revenue growth and strong earnings growth while investing in our robust pipeline.”

Webcast Information

Medtronic will host a webcast today, November 23, at 8:00 a.m. EST (7:00 a.m. CST) to provide information about its businesses for the public, investors, analysts, and news media. This webcast can be accessed by clicking on the Investor Events link at investorrelations.medtronic.com and this earnings release will be archived at news.medtronic.com. Medtronic will be live tweeting during the webcast on its Newsroom Twitter account, @Medtronic. Within 24 hours of the webcast, a replay of the webcast and transcript of the company’s prepared remarks will be available by clicking on the Investor Events link at investorrelations.medtronic.com.

Medtronic plans to report its fiscal year 2022 third and fourth quarter results on February 22, 2022, and May 26, 2022, respectively. Confirmation and additional details will be provided closer to the specific event.

Financial Schedules

The second quarter financial schedules and non-GAAP reconciliations can be viewed by clicking on the Investor Events link at investorrelations.medtronic.com. To view a printable PDF of the financial schedules and non-GAAP reconciliations, click here. To view the second quarter earnings presentation, click here.

MEDTRONIC PLC

WORLD WIDE REVENUE⁽¹⁾

(Unaudited)

SECOND QUARTER

SECOND QUARTER YEAR-TO-DATE⁽²⁾

REPORTED

CONSTANT
CURRENCY

REPORTED

CONSTANT
CURRENCY

(in millions)

FY22

FY21

Growth

Currency
Impact⁽⁴⁾

FY22

Growth

FY22

FY21

Growth

Currency
Impact⁽⁴⁾

FY22

Growth

Cardiovascular⁽³⁾

$

2,827

$

2,725

3.7

%

$

11

$

2,816

3.3

%

$

5,717

$

5,158

10.8

%

$

106

$

5,611

8.8

%

Cardiac Rhythm & Heart Failure

1,471

1,426

3.2

5

1,466

2.8

2,954

2,673

10.5

51

2,903

8.6

Structural Heart & Aortic

750

733

2.3

2

748

2.0

1,537

1,360

13.0

30

1,507

10.8

Coronary & Peripheral Vascular

606

567

6.9

3

603

6.3

1,226

1,125

9.0

25

1,201

6.8

Medical Surgical

2,299

2,285

0.6

8

2,291

0.3

4,621

4,086

13.1

85

4,536

11.0

Surgical Innovations

1,497

1,393

7.5

5

1,492

7.1

3,051

2,473

23.4

59

2,992

21.0

Respiratory, Gastrointestinal, & Renal

802

893

(10.2)

3

799

(10.5)

1,570

1,613

(2.7)

26

1,544

(4.3)

Neuroscience

2,136

2,063

3.5

10

2,126

3.1

4,340

3,774

15.0

57

4,283

13.5

Cranial & Spinal Technologies

1,067

1,071

(0.4)

3

1,064

(0.7)

2,189

2,015

8.6

22

2,167

7.5

Specialty Therapies

634

581

9.1

6

628

8.1

1,275

1,035

23.2

25

1,250

20.8

Neuromodulation

435

411

5.8

1

434

5.6

875

725

20.7

11

864

19.2

Diabetes

585

574

1.9

3

582

1.4

1,157

1,136

1.8

29

1,128

(0.7)

TOTAL

$

7,847

$

7,647

2.6

%

$

32

$

7,815

2.2

%

$

15,835

$

14,154

11.9

%

$

277

$

15,558

9.9

%

(1) The data in this schedule has been intentionally rounded to the nearest million and, therefore, may not sum.

(2) Fiscal year 2021 was a 53-week fiscal year, with the extra week occurring in the first fiscal month of the first quarter and included in reported prior year second quarter year-to-date results. While it is difficult to calculate the impact of the extra week, the Company estimates the extra week benefited the prior year second quarter year-to-date revenue by approximately $360 to $390 million.

(3) In the fourth quarter of fiscal year 2021, the Company realigned its divisions within Cardiovascular. As a result, fiscal year 2021 results have been recast to adjust for this realignment.

(4) The currency impact to revenue measures the change in revenue between current and prior year periods using constant exchange rates.

MEDTRONIC PLC

U.S.⁽¹⁾⁽²⁾REVENUE

(Unaudited)

SECOND QUARTER

SECOND QUARTER YEAR-TO-DATE

REPORTED

REPORTED

(in millions)

FY22

FY21

Growth

FY22

FY21

Growth

Cardiovascular⁽³⁾

$

1,373

$

1,377

(0.3)

%

$

2,793

$

2,582

8.2

%

Cardiac Rhythm & Heart Failure

761

760

0.1

1,530

1,431

6.9

Structural Heart & Aortic

327

328

(0.3)

674

602

12.0

Coronary & Peripheral Vascular

286

289

(1.0)

589

549

7.3

Medical Surgical

970

996

(2.6)

1,959

1,718

14.0

Surgical Innovations

550

560

(1.8)

1,170

960

21.9

Respiratory, Gastrointestinal, & Renal

420

436

(3.7)

790

758

4.2

Neuroscience

1,394

1,397

(0.2)

2,840

2,533

12.1

Cranial & Spinal Technologies

749

770

(2.7)

1,544

1,462

5.6

Specialty Therapies

354

346

2.3

714

588

21.4

Neuromodulation

291

281

3.6

582

483

20.5

Diabetes

261

284

(8.1)

506

572

(11.5)

TOTAL

$

3,997

$

4,054

(1.4)

%

$

8,098

$

7,405

9.4

%

(1) U.S. includes the United States and U.S. territories.

(2) The data in this schedule has been intentionally rounded to the nearest million and, therefore, may not sum.

(3) In the fourth quarter of fiscal year 2021, the Company realigned its divisions within Cardiovascular. As a result, fiscal year 2021 results have been recast to adjust for this realignment.

MEDTRONIC PLC

WORLD WIDE REVENUE: GEOGRAPHIC ⁽¹⁾⁽²⁾

(Unaudited)

SECOND QUARTER

SECOND QUARTER YEAR-TO-DATE⁽³⁾

REPORTED

CONSTANT
CURRENCY

REPORTED

CONSTANT
CURRENCY

(in millions)

FY22

FY21

Growth

Currency
Impact⁽⁴⁾

FY22

Growth

FY22

FY21

Growth

Currency
Impact⁽⁴⁾

FY22

Growth

U.S.

$

1,373

$

1,377

(0.3)

%

$

—

$

1,373

(0.3)

%

$

2,793

$

2,582

8.2

%

$

—

$

2,793

8.2

%

Non-U.S. Developed

948

945

0.3

(2)

950

0.5

1,952

1,798

8.6

69

1,883

4.7

Emerging Markets

506

404

25.2

13

493

22.0

972

778

24.9

37

935

20.2

Cardiovascular

2,827

2,725

3.7

11

2,816

3.3

5,717

5,158

10.8

106

5,611

8.8

U.S.

970

996

(2.6)

—

970

(2.6)

1,959

1,718

14.0

—

1,959

14.0

Non-U.S. Developed

841

837

0.5

(3)

844

0.8

1,710

1,556

9.9

54

1,656

6.4

Emerging Markets

488

452

8.0

11

477

5.5

951

811

17.3

31

920

13.4

Medical Surgical

2,299

2,285

0.6

8

2,291

0.3

4,621

4,086

13.1

85

4,536

11.0

U.S.

1,394

1,397

(0.2)

—

1,394

(0.2)

2,840

2,533

12.1

—

2,840

12.1

Non-U.S. Developed

433

426

1.6

(1)

434

1.9

898

802

12.0

28

870

8.5

Emerging Markets

309

240

28.8

11

298

24.2

602

439

37.1

29

573

30.5

Neuroscience

2,136

2,063

3.5

10

2,126

3.1

4,340

3,774

15.0

57

4,283

13.5

U.S.

261

284

(8.1)

—

261

(8.1)

506

572

(11.5)

—

506

(11.5)

Non-U.S. Developed

256

238

7.6

2

254

6.7

519

465

11.6

25

494

6.2

Emerging Markets

69

51

35.3

1

68

33.3

132

100

32.0

4

128

28.0

Diabetes

585

574

1.9

3

582

1.4

1,157

1,136

1.8

29

1,128

(0.7)

U.S.

3,997

4,054

(1.4)

—

3,997

(1.4)

8,098

7,405

9.4

—

8,098

9.4

Non-U.S. Developed

2,478

2,446

1.3

(5)

2,483

1.5

5,079

4,621

9.9

177

4,902

6.1

Emerging Markets

1,372

1,147

19.6

37

1,335

16.4

2,658

2,128

24.9

100

2,558

20.2

TOTAL

$

7,847

$

7,647

2.6

%

$

32

$

7,815

2.2

%

$

15,835

$

14,154

11.9

%

$

277

$

15,558

9.9

%

(1) U.S. includes the United States and U.S. territories. Non-U.S. developed markets include Japan, Australia, New Zealand, Korea, Canada, and the countries of Western Europe. Emerging Markets include the countries of the Middle East, Africa, Latin America, Eastern Europe, and the countries of Asia that are not included in the non-U.S. developed markets, as previously defined.

(2) The data in this schedule has been intentionally rounded to the nearest million and, therefore, may not sum.

(3) Fiscal year 2021 was a 53-week fiscal year, with the extra week occurring in the first fiscal month of the first quarter and included in reported prior year second quarter year-to-date results. While it is difficult to calculate the impact of the extra week, the Company estimates the extra week benefited the prior year second quarter year-to-date revenue by approximately $360 to $390 million.

(4) The currency impact to revenue measures the change in revenue between current and prior year periods using constant exchange rates.

MEDTRONIC PLC

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

Three months ended

Six months ended

(in millions, except per share data)

October 29, 2021

October 30, 2020

October 29, 2021

October 30, 2020

Net sales

$

7,847

$

7,647

$

15,835

$

14,154

Costs and expenses:

Cost of products sold

2,497

2,705

5,095

5,209

Research and development expense

676

639

1,426

1,260

Selling, general, and administrative expense

2,615

2,600

5,163

5,017

Amortization of intangible assets

431

443

866

884

Restructuring charges, net

10

97

21

150

Certain litigation charges, net

34

84

60

(4)

Other operating expense, net

21

149

781

35

Operating profit

1,563

930

2,422

1,603

Other non-operating income, net

(66)

(65)

(177)

(147)

Interest expense

136

470

273

641

Income before income taxes

1,493

525

2,326

1,109

Income tax provision

176

31

240

124

Net income

1,317

494

2,086

985

Net income attributable to noncontrolling interests

(6)

(5)

(12)

(9)

Net income attributable to Medtronic

$

1,311

$

489

$

2,074

$

976

Basic earnings per share

$

0.97

$

0.36

$

1.54

$

0.73

Diluted earnings per share

$

0.97

$

0.36

$

1.53

$

0.72

Basic weighted average shares outstanding

1,345.1

1,344.4

1,344.8

1,343.1

Diluted weighted average shares outstanding

1,355.3

1,352.1

1,355.9

1,351.1

The data in this schedule has been intentionally rounded to the nearest million, and, therefore, may not sum.

MEDTRONIC PLC

GAAP TO NON-GAAP RECONCILIATIONS⁽¹⁾

(Unaudited)

Three months ended October 29, 2021

(in millions, except per share data)

Net
Sales

Cost of
Products
Sold

Gross
Margin
Percent

Operating
Profit

Operating
Profit
Percent

Income
Before
Income
Taxes

Net Income
Attributable
to Medtronic

Diluted

EPS

Effective
Tax Rate

GAAP

$

7,847

$

2,497

68.2

%

$

1,563

19.9

%

$

1,493

$

1,311

$

0.97

11.8

%

Non-GAAP Adjustments:

Restructuring and associated costs (2)

—

(31)

0.4

77

1.0

77

62

0.05

19.5

Acquisition-related items (3)

—

(5)

0.1

(13)

(0.2)

(13)

(15)

(0.01)

(15.4)

Certain litigation charges

—

—

—

34

0.4

34

30

0.02

11.8

(Gain)/loss on minority investments (4)

—

—

—

—

—

6

6

—

—

Medical device regulations (5)

—

(15)

0.2

24

0.3

24

20

0.01

16.7

Amortization of intangible assets

—

—

—

431

5.5

431

361

0.27

16.0

Certain tax adjustments, net (6)

—

—

—

—

—

—

16

0.01

—

Non-GAAP

$

7,847

$

2,447

68.8

%

$

2,116

27.0

%

$

2,052

$

1,792

$

1.32

12.4

%

Currency impact

(32)

30

(0.5)

(58)

(0.7)

(0.04)

Currency Adjusted

$

7,815

$

2,477

68.3

%

$

2,058

26.3

%

$

1.28

Three months ended October 30, 2020

(in millions, except per share data)

Net
Sales

Cost of
Products
Sold

Gross
Margin
Percent

Operating
Profit

Operating
Profit
Percent

Income
Before
Income
Taxes

Net Income
Attributable
to Medtronic

Diluted

EPS

Effective
Tax Rate

GAAP

$

7,647

$

2,705

64.6

%

$

930

12.2

%

$

525

$

489

$

0.36

5.9

%

Non-GAAP Adjustments:

Restructuring and associated costs (2)

—

(32)

0.4

179

2.3

179

135

0.10

24.6

Acquisition-related items (3)

—

(2)

—

47

0.6

47

39

0.03

17.0

Certain litigation charges

—

—

—

84

1.1

84

63

0.05

25.0

(Gain)/loss on minority investments (4)

—

—

—

—

—

1

1

—

—

Medical device regulations (5)

—

(11)

0.1

19

0.2

19

16

0.01

15.8

Amortization of intangible assets

—

—

—

443

5.8

443

373

0.28

15.8

Debt tender premium and other charges (7)

—

—

—

—

—

308

248

0.18

19.5

Certain tax adjustments, net (6)

—

—

—

—

—

—

16

0.01

—

Non-GAAP

$

7,647

$

2,660

65.2

%

$

1,702

22.3

%

$

1,606

$

1,380

$

1.02

13.8

%

See description of non-GAAP financial measures at the end of the earnings press release.

(1) The data in this schedule has been intentionally rounded to the nearest million or $0.01 for EPS figures, and, therefore, may not sum.

(2) Associated costs include costs incurred as a direct result of the restructuring program, such as salaries for employees supporting the program and consulting expenses.

(3) The charges primarily include business combination costs, changes in fair value of contingent consideration, and for the three months ended October 30, 2020, certain license payments for unapproved technology.

(4) We exclude unrealized and realized gains and losses on our minority investments as we do not believe that these components of income or expense have a direct correlation to our ongoing or future business operations.

(5) The charges represent incremental costs of complying with the new European Union (E.U.) medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses.

(6) The charges include the amortization on previously established deferred tax assets from intercompany intellectual property transactions.

(7) The charges relate to the early redemption of approximately $6.0 billion of debt.

MEDTRONIC PLC

GAAP TO NON-GAAP RECONCILIATIONS⁽¹⁾

(Unaudited)

Six months ended October 29, 2021

(in millions, except per share data)

Net
Sales

Cost of
Products
Sold

Gross
Margin
Percent

Operating
Profit

Operating
Profit
Percent

Income
Before
Income
Taxes

Net Income
attributable
to Medtronic

Diluted

EPS

Effective
Tax Rate

GAAP

$

15,835

$

5,095

67.8

%

$

2,422

15.3

%

$

2,326

$

2,074

$

1.53

10.3

%

Non-GAAP Adjustments:

Restructuring and associated costs (2)

—

(64)

0.4

159

1.0

159

128

0.09

19.5

Acquisition-related items (3)

—

(9)

0.1

96

0.6

96

72

0.05

25.0

Certain litigation charges

—

—

—

60

0.4

60

51

0.04

15.0

(Gain)/loss on minority investments (4)

—

—

—

—

—

(25)

(22)

(0.02)

—

Medical device regulations (5)

—

(26)

0.2

45

0.3

45

36

0.03

20.0

Amortization of intangible assets

—

—

—

866

5.5

866

728

0.54

16.1

MCS impairments / costs (6)

—

(58)

0.4

726

4.6

726

564

0.42

22.3

Certain tax adjustments, net (7)

—

—

—

—

—

—

69

0.05

—

Non-GAAP

$

15,835

$

4,938

68.8

%

$

4,374

27.6

%

$

4,253

$

3,699

$

2.73

12.8

%

Currency impact

(277)

(26)

(0.4)

(105)

(0.2)

(0.07)

Currency Adjusted

$

15,558

$

4,912

68.4

%

$

4,269

27.4

%

$

2.66

Six months ended October 30, 2020

(in millions, except per share data)

Net
Sales

Cost of
Products
Sold

Gross
Margin
Percent

Operating
Profit

Operating
Profit
Percent

Income
Before
Income
Taxes

Net Income
attributable
to Medtronic

Diluted

EPS

Effective
Tax Rate

GAAP

$

14,154

$

5,209

63.2

%

$

1,603

11.3

%

$

1,109

$

976

$

0.72

11.2

%

Non-GAAP Adjustments:

Restructuring and associated costs (2)

—

(59)

0.4

307

2.2

307

241

0.18

21.5

Acquisition-related items (3)

—

(5)

—

(49)

(0.3)

(49)

(28)

(0.02)

42.9

Certain litigation charges

—

—

—

(4)

—

(4)

(6)

—

(50.0)

(Gain)/loss on minority investments (4)

—

—

—

—

—

(9)

(10)

(0.01)

(11.1)

Medical device regulations (5)

—

(20)

0.1

37

0.3

37

32

0.02

13.5

Amortization of intangible assets

—

—

—

884

6.2

884

743

0.55

16.0

Debt tender premium and other charges (8)

—

—

—

—

—

308

248

0.18

19.5

Certain tax adjustments, net (7)

—

—

—

—

—

—

20

0.01

—

Non-GAAP

$

14,154

$

5,125

63.8

%

$

2,778

19.6

%

$

2,583

$

2,216

$

1.64

13.9

%

See description of non-GAAP financial measures contained in this release.

(1) The data in this schedule has been intentionally rounded to the nearest million or $0.01 for EPS figures, and, therefore, may not sum.

(2) Associated costs include costs incurred as a direct result of the restructuring program, such as salaries for employees supporting the program and consulting expenses.

(3) The charges primarily include business combination costs, changes in fair value of contingent consideration, and specifically for the six months ended October 30, 2020, change in amounts accrued for certain contingent liabilities for recent acquisitions.

(4) We exclude unrealized and realized gains and losses on our minority investments as we do not believe that these components of income or expense have a direct correlation to our ongoing or future business operations.

(5) The charges represent incremental costs of complying with the new E.U. medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses.

(6) The charges relate to the Company’s June 2021 decision to stop the distribution and sale of the Medtronic HVAD System within the Mechanical Circulatory Support Operating Unit (MCS). The charges included $515 million of non-cash impairments, primarily related to $409 million of intangible asset impairments, as well as $211 million for commitments and obligations in connection with the decision, including customer support obligations, restructuring, and other associated costs. Medtronic is committed to serving the needs of the approximately 4,000 patients currently implanted with the HVAD System.

(7) The charges include the amortization on previously established deferred tax assets from intercompany intellectual property transactions, and specifically for the six months ended October 29, 2021, charges associated with a change in the company’s permanent reinvestment assertion on certain historical earnings.

(8) The charges relate to the early redemption of approximately $6.0 billion of debt.

MEDTRONIC PLC

GAAP TO NON-GAAP RECONCILIATIONS⁽¹⁾

(Unaudited)

Three months ended October 29, 2021

(in millions)

Net
Sales

SG&A
Expense

SG&A
Expense as
a % of Net
Sales

R&D
Expense

R&D
Expense as
a % of Net
Sales

Other
Operating
Expense,
net

Other
Operating
Expense, net
as a % of Net
Sales

Other Non-
Operating
(Income)
Expense, net

GAAP

$

7,847

$

2,615

33.3

%

$

676

8.6

%

$

21

0.3

%

$

(66)

Non-GAAP Adjustments:

Restructuring and associated costs (2)

—

(37)

(0.5)

—

—

—

—

—

Acquisition-related items (3)

—

—

—

—

—

17

0.2

—

Medical device regulations (4)

—

—

—

(9)

(0.1)

—

—

—

Gain/(loss) on minority investments (5)

—

—

—

—

—

—

—

(6)

Non-GAAP

$

7,847

$

2,578

32.9

%

$

667

8.5

%

$

39

0.5

%

$

(72)

Currency impact

(32)

(11)

(0.1)

(2)

—

9

0.1

—

Currency Adjusted

$

7,815

$

2,567

32.8

%

$

665

8.5

%

$

48

0.6

%

$

(72)

Six months ended October 29, 2021

(in millions)

Net
Sales

SG&A
Expense

SG&A
Expense as
a % of Net
Sales

R&D
Expense

R&D
Expense as
a % of Net
Sales

Other
Operating
Expense
(Income),
net

Other
Operating
Expense, net
as a % of Net
Sales

Other Non-
Operating
(Income)
Expense, net

GAAP

$

15,835

$

5,163

32.6

%

$

1,426

9.0

%

$

781

4.9

%

$

(177)

Non-GAAP Adjustments:

Restructuring and associated costs (2)

—

(74)

(0.5)

—

—

—

—

—

Acquisition-related items (3)

—

—

—

(90)

(0.6)

4

—

—

Medical device regulations (4)

—

(1)

—

(18)

(0.1)

—

—

—

MCS impairment / costs (6)

—

—

—

—

—

(668)

(4.2)

—

Gain/(loss) on minority investments (5)

—

—

—

—

—

—

—

25

Non-GAAP

$

15,835

$

5,087

32.1

%

$

1,318

8.3

%

$

118

0.7

%

$

(152)

Currency impact

(277)

(80)

0.1

(9)

0.1

(57)

(0.3)

1

Currency Adjusted

$

15,558

$

5,007

32.2

%

$

1,309

8.4

%

$

61

0.4

%

$

(151)

See description of non-GAAP financial measures at the end of the earnings press release.

(1) The data in this schedule has been intentionally rounded to the nearest million, and, therefore, may not sum.

(2) Associated costs include costs incurred as a direct result of the restructuring program, such as salaries for employees supporting the program and consulting expenses.

(3) The charges primarily includeusiness combination costs, changes in fair value of contingent consideration, and specifically in the six months ended October 29, 2021, acquisitions of, and certain license payments for, unapproved technology.

(4) The charges represent incremental costs of complying with the new E.U. medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses.

(5) We exclude unrealized and realized gains and losses on our minority investments as we do not believe that these components of income or expense have a direct correlation to our ongoing or future business operations.

(6) The charges relate to the Company’s June 2021 decision to stop the distribution and sale of the Medtronic HVAD System within the Mechanical Circulatory Support Operating Unit (MCS). The charges included $515 million of non-cash impairments, primarily related to $409 million of intangible asset impairments, as well as $211 million for commitments and obligations in connection with the decision, including customer support obligations, restructuring, and other associated costs. Medtronic is committed to serving the needs of the approximately 4,000 patients currently implanted with the HVAD System.

MEDTRONIC PLC

GAAP TO NON-GAAP RECONCILIATIONS⁽¹⁾

(Unaudited)

Six months
ended

Six months
ended

Fiscal year

(in millions)

October 29, 2021

October 30, 2020

2021

Net cash provided by operating activities

$

3,061

$

2,139

$

6,240

Additions to property, plant, and equipment

(649)

(615)

(1,355)

Free Cash Flow (2)

$

2,412

$

1,524

$

4,885

See description of non-GAAP financial measures at the end of the earnings press release.

(1) The data in this schedule has been intentionally rounded to the nearest million, and, therefore, may not sum.

(2) Free cash flow represents operating cash flows less property, plant, and equipment additions.

MEDTRONIC PLC

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in millions)

October 29, 2021

April 30, 2021

ASSETS

Current assets:

Cash and cash equivalents

$

2,900

$

3,593

Investments

7,769

7,224

Accounts receivable, less allowances and credit losses of $255 and $241, respectively

5,493

5,462

Inventories, net

4,349

4,313

Other current assets

2,220

1,955

Total current assets

22,731

22,548

Property, plant, and equipment

12,978

12,700

Accumulated depreciation

(7,790)

(7,479)

Property, plant, and equipment, net

5,188

5,221

Goodwill

41,612

41,961

Other intangible assets, net

16,523

17,740

Tax assets

3,203

3,169

Other assets

2,499

2,443

Total assets

$

91,756

$

93,083

LIABILITIES AND EQUITY

Current liabilities:

Current debt obligations

$

16

$

11

Accounts payable

1,917

2,106

Accrued compensation

1,934

2,482

Accrued income taxes

467

435

Other accrued expenses

3,469

3,475

Total current liabilities

7,803

8,509

Long-term debt

25,607

26,378

Accrued compensation and retirement benefits

1,505

1,557

Accrued income taxes

2,110

2,251

Deferred tax liabilities

1,024

1,028

Other liabilities

1,547

1,756

Total liabilities

39,596

41,481

Commitments and contingencies

Shareholders’ equity:

Ordinary shares— par value $0.0001, 2.6 billion shares authorized, 1,344,861,769 and
1,345,400,671 shares issued and outstanding, respectively

—

—

Additional paid-in capital

26,059

26,319

Retained earnings

28,974

28,594

Accumulated other comprehensive loss

(3,042)

(3,485)

Total shareholders’ equity

51,991

51,428

Noncontrolling interests

168

174

Total equity

52,159

51,602

Total liabilities and equity

$

91,756

$

93,083

The data in this schedule has been intentionally rounded to the nearest million, and, therefore, may not sum.

MEDTRONIC PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six months ended

(in millions)

October 29, 2021

October 30, 2020

Operating Activities:

Net income

$

2,086

$

985

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

1,347

1,340

Provision for doubtful accounts

34

86

Deferred income taxes

(78)

(69)

Stock-based compensation

209

210

Loss on debt extinguishment

—

308

MCS asset impairment and inventory write-down

515

—

Other, net

130

112

Change in operating assets and liabilities, net of acquisitions and divestitures:

Accounts receivable, net

(171)

(669)

Inventories

(156)

(145)

Accounts payable and accrued liabilities

(446)

108

Other operating assets and liabilities

(409)

(127)

Net cash provided by operating activities

3,061

2,139

Investing Activities:

Acquisitions, net of cash acquired

(91)

(370)

Additions to property, plant, and equipment

(649)

(615)

Purchases of investments

(5,311)

(5,360)

Sales and maturities of investments

4,637

4,337

Other investing activities, net

(79)

(4)

Net cash used in investing activities

(1,493)

(2,012)

Financing Activities:

Change in current debt obligations, net

—

(57)

Proceeds from short-term borrowings (maturities greater than 90 days)

—

2,789

Issuance of long-term debt

—

7,172

Payments on long-term debt

(1)

(6,336)

Dividends to shareholders

(1,693)

(1,558)

Issuance of ordinary shares

274

119

Repurchase of ordinary shares

(744)

(68)

Other financing activities

(46)

(70)

Net cash provided by (used in) financing activities

(2,210)

1,991

Effect of exchange rate changes on cash and cash equivalents

(51)

162

Net change in cash and cash equivalents

(693)

2,280

Cash and cash equivalents at beginning of period

3,593

4,140

Cash and cash equivalents at end of period

$

2,900

$

6,420

Supplemental Cash Flow Information

Cash paid for:

Income taxes

$

615

$

384

Interest

280

321

The data in this schedule has been intentionally rounded to the nearest million, and, therefore, may not sum.

About Medtronic

Bold thinking. Bolder actions. We are Medtronic. Medtronic plc, headquartered in Dublin, Ireland, is the leading global healthcare technology company that boldly attacks the most challenging health problems facing humanity by searching out and finding solutions. Our Mission — to alleviate pain, restore health, and extend life — unites a global team of 90,000+ passionate people across 150 countries. Our technologies and therapies treat 70 health conditions and include cardiac devices, surgical robotics, insulin pumps, surgical tools, patient monitoring systems, and more. Powered by our diverse knowledge, insatiable curiosity, and desire to help all those who need it, we deliver innovative technologies that transform the lives of two people every second, every hour, every day. Expect more from us as we empower insight-driven care, experiences that put people first, and better outcomes for our world. In everything we do, we are engineering the extraordinary. For more information on Medtronic (NYSE:MDT), visit www.Medtronic.com and follow @Medtronic on Twitter and LinkedIn.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties, including risks related to competitive factors, difficulties and delays inherent in the development, manufacturing, marketing and sale of medical products, government regulation and general economic conditions and other risks and uncertainties described in the company’s periodic reports on file with the U.S. Securities and Exchange Commission including the most recent Annual Report on Form 10-K of the company, as filed with the U.S. Securities and Exchange Commission. In some cases, you can identify these statements by forward-looking words or expressions, such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “plan,” “possible,” “potential,” “project,” “should,” “going to,” “will,” and similar words or expressions, the negative or plural of such words or expressions and other comparable terminology. Actual results may differ materially from anticipated results. Medtronic does not undertake to update its forward-looking statements or any of the information contained in this press release, including to reflect future events or circumstances.

NON-GAAP FINANCIAL MEASURES

This press release contains financial measures, including adjusted net income, adjusted diluted EPS, and organic revenue, which are considered “non-GAAP” financial measures under applicable SEC rules and regulations. References to quarterly figures increasing, decreasing or remaining flat are in comparison to the second quarter of fiscal year 2021.

Medtronic management believes that non-GAAP financial measures provide information useful to investors in understanding the company’s underlying operational performance and trends and to facilitate comparisons with the performance of other companies in the med tech industry. Non-GAAP net income and diluted EPS exclude the effect of certain charges or gains that contribute to or reduce earnings but that result from transactions or events that management believes may or may not recur with similar materiality or impact to operations in future periods (Non-GAAP Adjustments). Medtronic generally uses non-GAAP financial measures to facilitate management’s review of the operational performance of the company and as a basis for strategic planning. Non-GAAP financial measures should be considered supplemental to and not a substitute for financial information prepared in accordance with U.S. generally accepted accounting principles (GAAP), and investors are cautioned that Medtronic may calculate non-GAAP financial measures in a way that is different from other companies. Management strongly encourages investors to review the company’s consolidated financial statements and publicly filed reports in their entirety. Reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial schedules accompanying this press release.

Medtronic calculates forward-looking non-GAAP financial measures based on internal forecasts that omit certain amounts that would be included in GAAP financial measures. For instance, forward-looking organic revenue growth guidance excludes the impact of foreign currency fluctuations, as well as significant acquisitions or divestitures. Forward-looking diluted non-GAAP EPS guidance also excludes other potential charges or gains that would be recorded as Non-GAAP Adjustments to earnings during the fiscal year. Medtronic does not attempt to provide reconciliations of forward-looking non-GAAP EPS guidance to projected GAAP EPS guidance because the combined impact and timing of recognition of these potential charges or gains is inherently uncertain and difficult to predict and is unavailable without unreasonable efforts. In addition, the company believes such reconciliations would imply a degree of precision and certainty that could be confusing to investors. Such items could have a substantial impact on GAAP measures of financial performance.

Contacts:

Erika Winkels

Ryan Weispfenning

Public Relations

Investor Relations

+1-763-526-8478

+1-763-505-4626

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SOURCE Medtronic plc

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