Good morning, and thanks for joining us this morning. I'm Ryan Weispfenning, head of Medtronic Investor Relations. Joining me today are Geoff Martha, Medtronic Chairman and Chief Executive Officer, Karen Parkhill, Medtronic Chief Financial Officer, Bob White, President of the Medtronic Medical Surgical Portfolio, and Bob Hopkins, Head of Medtronic Strategy. Geoff will provide prepared remarks discussing our press release this morning, which announced our intent to separate our combined patient monitoring and respiratory interventions business. After Geoff's comments, we'll take questions from the sell-side analysts that cover the company. During this program, many of the statements we make may be considered forward-looking statements, and actual results may differ materially from those projected in any forward-looking statement.
Additional information concerning factors that could cause actual results to differ is contained in our periodic reports and other filings that we make with the SEC, and we do not undertake to update any forward-looking statement. Finally, we are still in our second fiscal quarter, so we won't be discussing or answering questions on the quarter, including the current state of our businesses and markets. We intend to cover those topics on our second quarter call. With that, I'll turn the call over to Geoff. Geoff?
Thanks, Ryan. Hello, everyone, and thank you for joining us today. This morning we're excited to announce the next step in our ongoing portfolio management strategy. By now I'm sure you've seen our press release that we intend to separate our combined patient monitoring and our respiratory interventions businesses, which we're referring to as NewCo. We expect to pursue this through a tax-free spin. We believe the separation it really better positions Medtronic and NewCo for long-term success, as well as will create value for our shareholders and other stakeholders. This separation benefits Medtronic and our shareholders, customers, and associates in several ways.
For one, we'll be left with a more streamlined portfolio at Medtronic, and this is going to allow us to focus our investments on the opportunities that are, you know, really most aligned with our long-term growth strategies. Post-separation, we'll continue to execute our leadership strategy in attractive med tech markets that are best aligned to our strengths while maintaining a strong balance sheet. At the same time, we're creating NewCo. NewCo will be a formidable connected care company with a compelling product offering, well aligned with some of the most important trends in healthcare. NewCo will have solutions across respiratory therapies and monitoring, blood oxygen management, and anesthesia and perfusion monitoring. These technologies reduce acute care complications, they manage respiratory failure and deliver actionable insights which lead to improved patient safety and prevent costly complications.
NewCo's best-in-class brands include Puritan Bennett ventilators, Nellcor, pulse oximetry, and Microstream capnography. Taken together, this makes NewCo an ideal partner for acute care customers around the world as they manage patients and patient information in the hospital, and over time, remotely. Regarding NewCo's roadmap, the company will be ideally situated to accelerate growth and unlock value as a connected care industry leader. NewCo will have global scale, broad commercial reach, a durable organic growth profile as well. It will also have a very attractive margin profile, enabling it to innovate and invest, creating additional value. It's also worth noting that NewCo will be relatively easy to separate from Medtronic. Its R&D, supply chain, manufacturing, and commercial contracts are, for the most part, self-contained.
While we're limited on the financials that we can share at this point, here are a few things to keep in mind as you think about the value created by this separation. NewCo had approximately $2.2 billion in revenue in our last fiscal year, making it about 7% of total Medtronic. NewCo's constant currency revenue growth profile and gross margin profile are slightly below overall Medtronic. We expect the separation to be completed in the next 12–18 months, so this means that we expect these businesses will continue to be part of Medtronic through at least the current fiscal year. The announcement does not impact our FY 2023 guidance, and we plan to deploy any net proceeds consistent with our capital allocation priorities, and we do not expect the separation to impact our dividend policy.
To close, as you know, we've been highlighting portfolio management as an important driver of growth acceleration and shareholder value creation, and today's announcement is the next step in this journey. We continue to make progress on separating our Renal Care Solutions business, as well as integrating the recent acquisitions of both Affera and Intersect ENT. As we look ahead, we remain focused on, you know, the ongoing portfolio management process and evaluating potential additions and subtractions to our portfolio. We remain laser-focused on our goal of further accelerating our growth and making it more durable over the long term. With these transactions, we remain deeply committed to creating long-term and sustainable value. Let's move to Q&A so we can get to your questions on this announcement. I'll turn it back to you, Ryan.
Great. Thanks, Geoff. We're going to try to get to as many analysts as possible, in the next 25 minutes or so please limit yourself to just one question and only, if needed, a related follow-up. If you have additional questions, you can reach out to me and my team after the call. Brad, can you give the instructions?
For the sell-side analysts that would like to ask a question, please select the Participants button and click Raise Hand. If you're using the mobile app, press the More button and select Raise Hand. Your lines are currently on mute. When called upon, you will receive a request to unmute your line, which you must respond to before asking your question. Lastly, please be advised that this Q&A session is being recorded. We'll pause for a moment to assemble the queue. We'll take the first question from Robbie Marcus at JP Morgan. Robbie, please go ahead.
Thanks. Good morning, and congrats on the announcement. Maybe just one from me, if you don't mind. Geoff, I'd love to hear the rationale and the thoughts behind this business. You know, it looks like it's a little lower growth but pretty profitable. Just wondering how you're thinking about this one, why it doesn't fit Medtronic, you know, how we should think about the need to stand this up, and does this stop your desire to keep evaluating the other businesses, or is this just one of many we should be thinking about? Thanks a lot.
Thanks for the question, Robbie. Well, I'll start with that last question. Is this. I don't want to say it's. Look, the process continues. This is a next step. This isn't, you know, necessarily the last step. You said you know, one of many, but I don't know about that. But it's an ongoing process here that we're going to continue to look at the portfolio. Like I said, it's and I'll call this our next step in that process. We've been looking at this for quite some time, the overall portfolio and this particular divestiture. Following this, you know, it's very comprehensive and disciplined review.
Our board and management team believe that the creation of the two companies, the new patient monitoring and respiratory company, which we'll call NewCo, and the new Medtronic, what's left here at Medtronic, is the best way to accelerate efforts to serve patients and our customers and employees and drive the profitable growth, the accelerated growth, the durable growth. You know, we're streamlining our business and focusing the portfolio at Medtronic, and this is going to allow us to focus our investments on the opportunities that are really most aligned with our long-term strategies. These businesses, Medtronic and NewCo, are not. You know, the NewCo businesses aren't really part of a broader therapeutic ecosystem that we're most focused on, and they don't have the same synergies as our other businesses do.
These you know NewCo have different criteria for future success, operating models, sales channels, capital investment requirements, and even talent. The planned separation will allow each organization to more narrowly focus on and deploy capital against and achieve their distinct objectives. You know remaining Medtronic is expected to grow modestly faster and you know benefits from, like I said, enhanced focus on our portfolio and capital allocation strategies after this. We also expect NewCo to accelerate with increased investment as well. I think you know it can you know increase investment and focus on maintaining. Although the margin profile is a little bit below Medtronic's, it's still. You know, we're not revealing the exact number, but it's still a strong margin profile.
Great. Thanks, Geoff.
Yep.
Thanks, Robbie. Take the next question please, Brad.
Yep. The next question comes from Vijay Kumar at Evercore ISI. Vijay, please go ahead.
Hey, guys. Thanks for taking my question. Geoff, maybe two from my side. I think the first one is, you know, from a numbers perspective, organic growth for, you know, standalone Medtronic, it's probably up by 5–10 basis points. It doesn't seem like that big of a number. I'm just curious on timing, why now? And I think you did mention that, you know, focus on, you know, areas of highest strategic priority. Maybe just talk about what's changed here and why now.
Well, you know, Vijay, thanks for the question, first of all. As you know, we've been looking at the portfolio for some time. You know, the process, like I mentioned to Robbie, the process we've undertaken has been thorough. We've come to the conclusion that this separation is an additional move that's going to create value for our shareholders and help put Medtronic in a better position to deliver the durable growth. This is about, you know, executing on a long-term strategy. You know, we have a solid team in place to execute, and we see significant opportunities, you know, for both NewCo and Medtronic. Like I said earlier, this is something we've been working on for a while.
You know, it was a very thorough process, and we came to the conclusion we felt like now is the time to get this out. There's a lot of people in Medtronic over the last couple of months that are under the tent, and we wanted to be able to get this out there so we can continue the work. There is a lot of work to do here to separate these things. Look, like I said before, you mentioned that there's a slight pickup in Medtronic growth. I do think that's the initial math.
More strategically, I do think this is going to further allow Medtronic to focus on the areas that are most strategic to us and the areas where we have, you know, synergies, growth synergies across the company, whether those be, you know, customer synergies or technology synergies. We're really focused on building these ecosystems around our products. The ecosystems we're most focused on did not include the one in NewCo. Then conversely, we think NewCo could use a little bit more focus as well as some incremental investment that it'll get as a standalone entity. That's why. Then now is just we've been working on this for a while. Nothing per se triggered today.
It's just that we've been working on it, and it's time to, you know, get it out there. We have a lot of people under the tent at this point, and we have to bring in more to get this, like, get the work going or to continue the work.
Understood. Just maybe one quick follow-up. Any supply chain or free cash impact here? You know, how's the working capital metrics for the NewCo compare to standalone Medtronic? I'm just curious on supply chain, any relevance here from a spend perspective?
I'll let Karen answer the financial question or the capital question. Bob White is on. He can talk about any supply chain implications.
On the cash question, Vijay Kumar, we're going to have more details to help you think about that metric, when we've done a transaction and do a public filing. We'll have more details. Stay tuned.
Yeah. Thanks, Karen. Vijay, good question. No real impact on supply chain. As Geoff said nicely in his remarks up front, we've got best-in-class brands here in NewCo with leading positions in the marketplace. It's really a cornerstone of hospital-based connected care systems, and we view this as multiple opportunities for growth for NewCo and allowed for continued focus on our strategic investment priorities but inside of Medtronic.
Gotcha. Thanks, guys.
Yeah, thanks, Vijay. Next question, Brad.
The next question comes from Travis Steed at Bank of America. Travis, please go ahead.
Hey, good morning, and congrats on the transaction this morning. Geoff, I guess bigger picture, how do you think this transaction helps Medtronic allocate capital differently moving forward with the remaining Co? Like, what areas do you see most aligned with your long-term growth strategy? Thinking about it both from like an internal investment perspective as well as, like, a use of capital from external. My follow-up would also be about dis-synergies for the transaction. You know, any help on how to think about dis-synergies of the spin?
Synergies of the spin. I'll come back to that one. On the allocation of capital, look, we're going to continue, you know, to be, you know, very disciplined, and with our allocation of capital and stay consistent to the capital allocation priorities that we've talked about. That basically is balancing our return to shareholders with long-term durable growth. That's the framework of our capital allocation. You know, that's not changing. We're going to stay consistent and disciplined. Like I've talked about before, you know, we've spent a lot of time as a leadership team and a board of directors at Medtronic really looking at how we're allocating our capital within the company among the different opportunities, prioritizing growth. We're going to continue to do that.
In that process, we had a lot of different analysis that we did and simulations that we did going forward, and we just came to the conclusion this was the best path forward, for the reasons I said earlier, to separate the two businesses. In terms of your second part of the question, maybe you could repeat that in terms of you were talking about synergies of the separation. I just want to make sure I understood the question. Travis, we can't hear you if you're talking. I don't know if we lost Travis, but
Sorry. No, I was on mute. Sorry.
Okay.
The question was on dis-synergies, not synergies.
Yes. Yes.
In terms of it sounds like a lot of dis-synergies.
Yeah, I don't know. You know, Bob, do you want to take that question or Karen? I don't really know dis-synergies necessarily come to mind. Like I said, I talked about earlier, this is one that's a little easier to separate.
Clearly, when we separate something, Travis, we will have some stranded costs which we expect to deal with and, you know, take out over time. We are going to be disciplined about that, and, you know, we're focused already on it.
Great. Thanks a lot.
Yep.
Thanks, Travis. Just a reminder too that the transaction is expected to complete in the next 12– 18 months. We announced the intent to separate, but the separation hasn't occurred yet. We'll take the next question, Brad.
Just before that on the dis-synergy piece, I thought you were talking more strategic. On the cost side, the stranded costs, we do have a team. We've talked about this publicly a few times that a dedicated team that we stood up a number of months ago to work on integrations and separations. They've got a head start on looking at these stranded costs, and as Karen said, we're all over that. We have time here, as Ryan just said, to get those out as we're prior to the separation. I'm sorry. Go ahead, Brad. Then our next question.
Thanks, Geoff. The next question comes from Larry Biegelsen at Wells Fargo. Larry, please go ahead.
Good morning. Thanks for taking the question. Just two for me here. You're spinning two business out of MedSurg. You know, can you talk about your commitment to the rest of that business, including Hugo? Just the second piece, I think is more for Karen. You know, can you give us more color on how you define slightly below and above for the gross and operating margins for our modeling purposes today? Should we assume about 100 basis points kind of for each, Karen? Thanks for taking the questions.
I'll take the first one. Yeah, I know. Look, MedSurg, we still have our Surgical Innovations business, which is our largest business. We still have, you know, our surgical robotics business or what you call Hugo. Which is definitely a high growth area in GI. You specifically called out Hugo. I mean, you know, we're excited where we are with Hugo, and we can talk more about it on the earnings call, and update there. You know, we continue to make progress there, and are really excited about where we stand with Hugo. I was just actually in our Chicago training center, not last week, but the week before, with a number of surgeons and who have been training other surgeons and the feedback continues to be strong.
We're feeling good about that and committed to these other businesses. I mean, the lion's share of the revenue from MedSurg is in those other businesses, particularly SI, or Surgical Innovations, sorry for the acronyms. A lot of the growth is going to be coming from surgical robotics. Very committed to that. Nothing changed there. Karen, do you want to take the second part?
Sure. On your financial question, Larry, you know, we're not quantifying right now slightly. I would keep in mind that, you know, the total revenue profile at $2.2 billion is smaller against total Medtronic. In terms of, you know, the growth and the margin, we're not quantifying, but keep in mind that the growth in the ventilator business, particularly this fiscal year, has been lower, coming off very high, you know, significant highs during the COVID-19 timeframe.
Thank you.
Thanks, Larry. We'll take the next question, please, Brad.
The next question comes from Matt Taylor at Jefferies. Matt, please go ahead.
Great. Thanks for taking the question. Can you hear me okay?
Yes. Hey, Matt.
Hey, how's it going?
Good.
I just wanted to ask on, you know, the change here. You're talking about moving up the WAMGR. Can you comment on whether or not this split would be enough for you to reconsider any part of your long range plan, or does it not move the needle enough to do that?
This does not-
No, go ahead. Go ahead, Karen. No, go ahead.
Thanks, Matt. This does not change our focus on the 5%+ top line growth and 8%+ bottom line growth. We remain committed to that over the long term.
Yeah. What she said.
You mentioned, you know, maybe it's not one of many, but could be one of a few. Could you talk about where you are in this work stream and portfolio review and what more we might see out of Medtronic in terms of these kind of moves?
Well, look, I want to give everybody the dynamic that's going on here is an ongoing process versus like an event. This is another step in that. I would just want to impress on you know, analysts and investors that it is a disciplined and consistent approach that we're looking at every year. You know, I'd say there's a cadence of additions and subtractions, and that cadence of additions and subtractions taken together has to move our WAMGR. That's really all I can say at this point. I don't want to you know, kind of signal you know, potential areas we might be thinking one way or the other.
It is an ongoing process, and it's a focus for the company that I think in the last two years, you know, despite all the distractions with COVID-19 and everything else and supply chain issues and, you know, the list of stuff that everyone's dealing with, this has been an area that we've really stepped up our focus, including with our board of directors. I would just kind of position it. I would think of it as a cadence of additions and subtractions, and when taken together, are going to move the weighted average market growth rate of the company, but also makes sense strategically. You know, we're focused on, you know, where there are synergies, things like technology platforms, like Larry mentioned, robotics.
We have a number of robots and robotic systems cut across a number of our businesses, and I can see our surgical businesses becoming more and more robotically inclined as those markets flip. You know, there's technology platforms like data and AI technologies or implantable electronics. Where we have these tech platforms and we're building these ecosystems, you know, whether it be in spine or diabetes or, you know, in soft tissue surgery, we're building ecosystems around our therapy. These type of synergies, also commercial synergies, you know. The businesses will fit strategically. The financial formula will work. In this case, one of the things we're pulling, the levers we're pulling is try to get that weighted average market growth rate up over time.
Hope that answers your question, Matt.
Great. No, yeah, I'll take that. Thank you very much.
Thanks, Matt. It's good to have you back. Brad-
Thanks, Brad.
Can we take the next question, please?
The next question comes from Matt Miksic at Barclays. Matt, please go ahead.
Thanks so much. Can you hear me okay?
Hey, Matt. Yeah, I can.
Hi. Thanks. So, just a couple of questions here, just on maybe context, if I could just. You mentioned, I think that you've been working on this for a while. Just maybe to put that in context, you know, respiratory was an important business, obviously, during the pandemic, and just wondering, you know, just out of curiosity, if this is something that might have happened sooner, had that not been such an important business to kind of rally behind and make available for patients and customers and hospitals. The other question I wanted to ask was just in terms of your bandwidth, sort of a follow-up on Robbie's question, your strategic evaluation of the portfolio, is this.
You know, even though you're getting to work on this, it's planned 12–18 months out, is it still possible that we could see other announcements or decisions around the portfolio, say, before the strategic review is complete? I think you mentioned at the end of this fiscal year. Thanks so much.
I'll take the second one first. I was saying to Matt on the last question, think of it as not a time-bound strategic review. It's an ongoing process in the company to constantly look at the portfolio to make sure it all fits strategically, operationally, but also financially. On the financial side, we're really trying to drive that weighted average market growth rate. I wouldn't preclude, in terms of bandwidth, I wouldn't preclude another announcement. It could happen. But I'm not signaling it either. I mean, these are things we're going to look at, and I think evaluate our bandwidth as we're going through this.
We are continuing to evaluate things, and we are continuing to look at this, and we're going to, you know, that's part of our DNA. It's part of our operating system now, is this cadence of additions and subtractions that taken together are going to move our weighted average market growth rate and continue to get the company to be as focused as possible at the same time. I hope that answers your bandwidth question. Yeah, you could see another one. We'll see. On context, yeah, look, I think COVID-19 and the supply chain issues that have, you know, come at the tail end of COVID-19. Sure, that has been for all companies, right?
A management area that you had to focus on, and that comes at the cost of doing other things. This—like again, I don't know that really, you know, changed the timing of this, 'cause we were looking at it as a disciplined approach, and we've been looking at this portfolio for some time, running different scenarios. These are big moves. As you know, Matt, my background, my familiarity is with the neuroscience piece, and I wanted to make sure, you know, we looked at it deeply and take these moves very seriously. I, after learning the businesses and the dynamics, we collectively, including the board, came to this conclusion. It really didn't have anything to do with COVID-19.
Great. Thanks.
We are proud of what we did there with ventilators, and that'll always be something that I hold, and I know that the leadership team at Medtronic holds as something that we're all very proud of. That won't change, obviously.
Thanks, Matt. Good to have you back as well. I think we've got time for about two more questions, Brad, if we can please take the next one.
Okay. The next question comes from Shagun Singh at RBC Capital Markets. Shagun, please go ahead.
All right. You there?
Hi. Can you hear me?
Yes, we can now.
Okay, perfect.
Yep. Good to hear you.
Thank you for taking the question. Can you just remind us what Medtronic's current weighted average market growth is? Where do you expect to take it with portfolio management initiatives? Over what timeframe? What is your commitment to diabetes? You know, you called out a focus on building ecosystems. What are those areas of focus within Medtronic, and is diabetes core to how you think about the portfolio long term? Thank you.
Thank you for the questions. I'll let Karen answer the larger questions in a second here. Maybe I'll start with, you know, diabetes and the ecosystem comment. First of all, on diabetes, our first and most important priority right now is to work with the FDA to satisfy their concerns and get the 780G and Guardian 4 sensor system approved in the U.S. Everything else is really secondary to that goal today. As for our commitment, diabetes is obviously a very attractive space. We've been heavily investing. We're talking with our wallet here. We've been heavily investing, and we like our long-term outlook here.
You mentioned ecosystems, and that's a good example, where we think it's an ecosystem of products and therapies and data coming together to improve an outcome, both for patients and in our surgery businesses, not just patients, but the healthcare staff, you know, the surgeons. This theme of the integration of a number of different technologies coming together to improve an outcome, to improve access. Think about our surgery businesses where, you know, you've got robotics and over time robotics that are automating parts of the process. You're improving access and democratizing good surgery. So you've got outcomes and access and cost too. We think this way ecosystems will ultimately bring down costs.
These are our focus areas is these different ecosystems is a theme across the company, and diabetes certainly falls into that area, in that bucket. Karen, do you want to answer her questions on WAMGR?
Yes, absolutely. Our WAMGR is roughly around 5%. You know, we've talked about our focus on moving our revenue growth to 5%+ and making it more durable. That's how you should think about it, Shagun.
Okay. Thanks, Shagun. We'll go to our last question please, Brad.
Our final question comes from Josh Jennings at Cowen and Company. Josh, please go ahead.
Hi, good morning. Thanks for taking the questions. I just wanted to ask Geoff and Karen just about the decision to spin these units out versus sell, and similar dynamic with the renal setup with the JV. Any strategic implications or rationale, or was there a parallel path ongoing for a sale of this business? Just wanted to make sure I'm not getting overexcited about your comments on just this spin not impacting fiscal 2023 guidance. Is that a reiteration of fiscal 2023 guidance, or should we wait for the earnings call to understand that better? Thanks for taking the questions.
Thanks, Josh. I'll hand it over to Karen for both of those questions, I think.
Yeah, happy to talk about that. First of all, on guidance, we have given guidance for the full fiscal year and for the second quarter. We're not commenting on anything at this point in time on our full year or Q2 guidance. As we said, this separation, we expect it to take 12–18 months, so we do not expect it to change our guidance. In terms of the decision to spin versus sell, we are very focused on maximizing shareholder value and setting NewCo up for success. As we look at that, we believe that a tax-free spin is the best way to do that. You know, it sets a high bar for valuation.
you know, that's how we're looking at it. you know, we'll see as we work on this, how we move forward, but at this point in time, we think the spin is the right maximizing value for our shareholders.
Okay. Thanks, Josh. Geoff, please go ahead with your closing remarks. Sure. Give me a second here, Ryan. I lost my page. Okay. I have to look up the date here of our next call. Sorry. Look, first of all, thanks to everyone on the call, especially on short notice like this. I think you'll understand why it was short notice, but I really appreciate the engagement and the great questions. Like we've mentioned, we look forward to updating you on our progress on our Q2 earnings broadcast, which we anticipate holding on November 22. We anticipate your support, and we appreciate your support and your continued interest in Medtronic, and I hope you have a great rest of your day. Thanks again.