This Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") should be read in conjunction with both our interim
condensed consolidated financial statements and notes thereto which appear
elsewhere in this Quarterly Report on Form 10-Q and our annual consolidated
financial statements, notes thereto and the MD&A contained in our Annual Report
on Form 10-K for the fiscal year ended April 3, 2021. The following discussion
may contain forward-looking statements and should be read in conjunction with
the "Cautionary Statement Regarding Forward-Looking Information" in this
discussion.

Introduction

Haemonetics Corporation is a global healthcare company dedicated to providing a
suite of innovative medical products and solutions for customers to help them
improve patient care and reduce the cost of healthcare. Our technology addresses
important medical markets: blood and plasma component collection, the surgical
suite and hospital transfusion services. When used in this report, the terms
"we," "us," "our", "Haemonetics" and the "Company" mean Haemonetics Corporation.

We view our operations and manage our business in three principal reporting
segments: Plasma, Blood Center and Hospital. For that purpose, "Plasma" includes
plasma collection devices and disposables, plasma donor management software, and
anticoagulant and saline sold to plasma customers. "Blood Center" includes blood
collection and processing devices and disposables for red cells, platelets and
whole blood. "Hospital", which is comprised of Hemostasis Management, Cell
Salvage, Transfusion Management and Vascular Closure products, includes devices
and methodologies for measuring coagulation characteristics of blood, surgical
blood salvage systems, specialized blood cell processing systems and
disposables, blood transfusion management software and vascular closure devices.

We believe that Plasma and Hospital have growth potential, while Blood Center competes in challenging markets that require us to manage the business differently, including reducing costs, shrinking the scope of the current product line, and evaluating opportunities to exit unfavorable customer contracts.

Recent Developments

Operational Excellence Program



During the second quarter of fiscal 2022, our Board of Directors approved the
revised Operational Excellence Program (the "2020 Program"). The revised program
is designed to improve product and service quality, reduce cost principally in
our manufacturing and supply chain operations and ensure sustainability while
helping to offset impacts from a previously announced customer loss, rising
inflationary pressures and effects of the COVID-19 pandemic. We now expect to
incur aggregate charges between $95 million and $105 million by the end of
fiscal 2025 and to achieve total gross savings of $115 million to $125 million
on an annualized basis once the program is completed. The majority of charges
will result in cash outlays, including severance and other employee costs, and
will be incurred as the specific actions required to execute these initiatives
are identified and approved. During the three and nine months ended January 1,
2022, the Company incurred $5.7 million and $20.2 million, respectively, of
restructuring and restructuring related costs under this program. During the
three and
                                       24
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nine months ended December 26, 2020, the Company incurred $3.1 million and $11.1 million, respectively, of restructuring and restructuring related costs under this program. Total cumulative charges under this program are $47.2 million as of January 1, 2022.

CSL Contract Loss



In April 2021, CSL Plasma, Ltd. informed Haemonetics of its intent not to renew
its supply agreement for the use of PCS2 plasma collection system devices and
the purchase of disposable plasmapheresis kits (the "Supply Agreement")
following the expiration of the current term of the Supply Agreement in June
2022. In fiscal year 2021, revenue under this Supply Agreement was $88.6
million, or 10.2% of total revenue. As a result of this anticipated contract
loss, we recorded a $20.9 million one-time asset impairment charge relating to
disposables manufacturing equipment and $5.0 million of additional expenses in
the fourth quarter of fiscal 2021. In the first quarter of fiscal 2022, we
incurred an additional $2.8 million of accelerated depreciation expense relating
to disposables manufacturing equipment that is no longer in use. During the
third quarter of fiscal 2022, we amended the Supply Agreement to allow CSL to
continue to use our PCS2 devices and purchase disposables through December 2023.
The extension provides CSL the ability to utilize our devices and disposables in
their collection centers on a non-exclusive basis, and we are working with them
to quantify their volume requirements over the life of the agreement.

COVID-19



We continue to closely manage the impacts of the COVID-19 pandemic on our
business, results of operations and financial condition. The progression of the
COVID-19 pandemic during fiscal 2022 has significantly impacted our financial
results. While the duration and additional implications remain uncertain, the
full extent of the impact will depend on future developments that are highly
uncertain and cannot be accurately predicted, including new information that may
emerge concerning COVID-19, the actions taken to contain it or treat its impact
and the economic impact on local, regional, national and international markets.

Our priorities continue to be the safety of our employees and business continuity while continuing to invest in growth opportunities. Our manufacturing and supply chain remain operational without significant disruptions and we continue to operate in all of our markets.



Although the pace and timing of the recovery is uncertain, we remain confident
in the long term strength of the end markets that we serve across our three
business units. For additional information regarding the expected impacts to our
business units and the various risks posed by the COVID-19 pandemic, refer to
Results of Operations within the MD&A contained in this Quarterly Report on Form
10-Q and Risk Factors contained in Item 1A of the Annual Report on Form 10-K for
the fiscal year ended April 3, 2021.

Financial Summary


                                                        Three Months Ended                                                 Nine Months Ended

(In thousands, except per share January 1, December 26,


    % Increase/            January 1,         December 26,            % Increase/
data)                                   2022                2020                 (Decrease)               2022                2020                 (Decrease)
Net revenues                        $ 259,769          $    240,371                      8.1  %       $ 728,194          $    645,434                     12.8  %
Gross profit                        $ 138,565          $    120,257                     15.2  %       $ 369,191          $    316,031                     16.8  %
% of net revenues                        53.3  %               50.0  %                                     50.7  %               49.0  %
Operating expenses                  $ 102,914          $     79,832                     28.9  %       $ 307,640          $    205,109                     50.0  %
Operating income                    $  35,651          $     40,425                    (11.8) %       $  61,551          $    110,922                    (44.5) %
% of net revenues                        13.7  %               16.8  %                                      8.5  %               17.2  %

Interest and other expense, net $ (4,263) $ (3,051)

             39.7  %       $ (13,249)         $    (10,612)                    24.8  %
Income before provision for income
taxes                               $  31,388          $     37,374                    (16.0) %       $  48,302          $    100,310                    (51.8) %
Provision for income taxes          $   8,156          $      5,492                     48.5  %       $  14,668          $      9,800                     49.7  %
% of pre-tax income                      26.0  %               14.7  %                                     30.4  %                9.8  %
Net income                          $  23,232          $     31,882                    (27.1) %       $  33,634          $     90,510                    (62.8) %
% of net revenues                         8.9  %               13.3  %                                      4.6  %               14.0  %

Net income per share - basic $ 0.45 $ 0.63

            (28.6) %       $    0.66          $       1.79                    (63.1) %
Net income per share - diluted      $    0.45          $       0.62                    (27.4) %       $    0.65          $       1.77                    (63.3) %



                                       25

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Net revenues increased 8.1% and 12.8% during the three and nine months ended
January 1, 2022, respectively, as compared with the same periods of fiscal 2021.
Without the effect of foreign exchange, net revenues increased 7.9% and 11.6%
during the three and nine months ended January 1, 2022, respectively, as
compared with the same periods of fiscal 2021. Revenue increases in Hospital,
primarily Vascular Closure, drove the overall increase in revenue during the
three and nine months ended January 1, 2022.

Operating income decreased 11.8% and 44.5% during the three and nine months
ended January 1, 2022, respectively, as compared with the same period of fiscal
2021, primarily due to increased spend related to the acquisition of Cardiva
Medical, Inc. ("Cardiva"), including higher transaction and integration costs as
well as increased intangible amortization expense, an increase in the fair value
of contingent consideration and increased freight costs. During the nine months
ended January 1, 2022, costs driven by the amortization of the fair value
inventory step-up related to Cardiva, asset impairments and gains on
divestitures during the prior period also contributed to the decrease. The
decrease during the three and nine months ended January 1, 2022, was partially
offset by favorable volumes and product mix and productivity savings from the
2020 Program.

Management's Use of Non-GAAP Measures



Management uses non-GAAP financial measures, in addition to financial measures
in accordance with accounting principles generally accepted in the United States
of America ("U.S. GAAP"), to monitor the financial performance of the business,
make informed business decisions, establish budgets and forecast future results.
These non-GAAP financial measures should be considered supplemental to, and not
a substitute for, our reported financial results prepared in accordance with
U.S. GAAP. Constant currency growth, a non-GAAP financial measure, measures the
change in revenue between the current and prior year periods using a constant
currency conversion rate. We have provided this non-GAAP financial measure
because we believe it provides meaningful information regarding our results on a
consistent and comparable basis for the periods presented.


RESULTS OF OPERATIONS

Net Revenues by Geography
                                                                                             Three Months Ended
                                                 January 1,           December 26,                                                         Constant currency
(In thousands)                                      2022                  2020              Reported growth         Currency impact           growth (1)
United States                                   $  167,270          $     147,607                    13.3  %                    -  %                 13.3  %
International                                       92,499                 92,764                    (0.3) %                  0.6  %                 (0.9) %
Net revenues                                    $  259,769          $     240,371                     8.1  %                  0.2  %                  7.9  %


(1) Constant currency growth, a non-GAAP financial measure, measures the change
in revenue between the current and prior year periods using a constant currency.
See "Management's Use of Non-GAAP Measures."

                                                                                             Nine Months Ended
                                                 January 1,           December 26,                                                         Constant currency
(In thousands)                                      2022                  2020              Reported growth         Currency impact           growth (1)
United States                                   $  460,404          $     382,600                    20.3  %                    -  %                 20.3  %
International                                      267,790                262,834                     1.9  %                  3.0  %                 (1.1) %
Net revenues                                    $  728,194          $     645,434                    12.8  %                  1.2  %                 11.6  %


(1) Constant currency growth, a non-GAAP financial measure, measures the change
in revenue between the current and prior year periods using a constant currency.
See "Management's Use of Non-GAAP Measures."

Our principal operations are in the U.S, Europe, Japan and other parts of Asia.
Our products are marketed in approximately 90 countries around the world through
a combination of our direct sales force, independent distributors and agents.
During the three and nine months ended January 1, 2022 our revenue generated
outside the U.S. was 35.6% and 36.8%, respectively, of total net revenues, as
compared with 38.6% and 40.7% during the three and nine months ended December
26, 2020, respectively. International sales are generally conducted in local
currencies, primarily Japanese Yen, Euro, Chinese Yuan and Australian Dollars.
Our results of operations are impacted by changes in foreign exchange rates,
particularly in the value of the Yen, Euro and Australian Dollar relative to the
U.S. Dollar. We have placed foreign currency hedges to mitigate our exposure to
foreign currency fluctuations.

                                       26
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Please see the section entitled "Foreign Exchange" in this discussion for a more complete explanation of how foreign currency affects our business and our strategy for managing this exposure.

Net Revenues by Business Unit


                                                                                             Three Months Ended
                                                 January 1,           December 26,                                                         Constant currency
(In thousands)                                      2022                  2020              Reported growth         Currency impact           growth (1)
Plasma                                          $   96,460          $     101,934                    (5.4) %                 (0.1) %                 (5.3) %
Blood Center                                        75,692                 80,920                    (6.5) %                  0.8  %                 (7.3) %
Hospital (2)                                        82,273                 52,651                    56.3  %                 (0.6) %                 56.9  %
Service                                              5,344                  4,866                     9.8  %                  0.5  %                  9.3  %
Net revenues                                    $  259,769          $     240,371                     8.1  %                  0.2  %                  7.9  %


(1) Constant currency growth, a non-GAAP financial measure, measures the change
in revenue between the current and prior year periods using a constant currency.
See "Management's Use of Non-GAAP Measures."
(2) Hospital revenue includes Hemostasis Management revenue of $33.5 million and
$28.5 million during the three months ended January 1, 2022 and December 26,
2020, respectively. Hemostasis Management revenue increased 17.5% in the third
quarter of fiscal 2022, as compared with the same period of fiscal 2021. Without
the effect of foreign exchange, Hemostasis Management revenue increased 18.4% in
the third quarter of fiscal 2022, as compared with the same period of fiscal
2021. Hospital revenue also includes Vascular Closure revenue of $24.3 million
for the three months ended January 1, 2022.

                                                                                             Nine Months Ended
                                                 January 1,           December 26,                                                         Constant currency
(In thousands)                                      2022                  2020              Reported growth         Currency impact           growth (1)
Plasma                                          $  250,244          $     248,553                     0.7  %                  0.3  %                  0.4  %
Blood Center                                       225,379                233,622                    (3.5) %                  2.0  %                 (5.5) %
Hospital (2)                                       237,074                148,468                    59.7  %                  1.5  %                 58.2  %
Service                                             15,497                 14,791                     4.8  %                  3.1  %                  1.7  %
Net revenues                                    $  728,194          $     645,434                    12.8  %                  1.2  %                 11.6  %


(1) Constant currency growth, a non-GAAP financial measure, measures the change
in revenue between the current and prior year periods using a constant currency.
See "Management's Use of Non-GAAP Measures."
(2) Hospital revenue includes Hemostasis Management revenue of $97.2 million and
$78.5 million during the nine months ended January 1, 2022 and December 26,
2020, respectively. Hemostasis Management revenue increased 23.8% in the first
nine months of fiscal 2022, as compared with the same period of fiscal 2021.
Without the effect of foreign exchange, Hemostasis Management revenue increased
23.2% in the first nine months of fiscal 2022, as compared with the same period
of fiscal 2021. Hospital revenue also includes Vascular Closure revenue of $66.8
million for the nine months ended January 1, 2022.

Plasma



Plasma revenue decreased 5.4% and increased 0.7% during the three and nine
months ended January 1, 2022, respectively, as compared with the same periods of
fiscal 2021. Without the effect of foreign exchange, Plasma revenue decreased
5.3% and increased 0.4% during the three and nine months ended January 1, 2022,
respectively, as compared with the same periods of fiscal 2021. The decrease
during the three months ended January 1, 2022, as compared with the same period
of fiscal 2021 was primarily driven by a decline in plasma liquid solutions and
a large stocking order in the prior period. The increase during the nine months
ended January 1, 2022 was primarily driven by increase in volume of plasma
disposables and increase in software revenue, partially offset by pricing
adjustments and declines in plasma liquid solutions as a result of certain
strategic exits within our liquid solutions business.

Although we continue to experience the negative impact of COVID-19 on our
business, we believe the impacts on plasma collection are temporary and
anticipate volumes to recover to pre-pandemic levels. However, the exact timing
of the recovery remains uncertain and is expected to occur after the end of
fiscal 2022. We remain confident in the strength of the plasma end market growth
as the long-term global demand for plasma-derived pharmaceuticals is expected to
continue.

In early April 2021, CSL Plasma, Ltd. informed us of its intent not to renew its
supply agreement for the use of PCS2 plasma collection system devices and the
purchase of disposable plasmapheresis kits following the expiration of the
current term of the Supply Agreement in June 2022. In fiscal 2021, revenue under
this Supply Agreement was $88.6 million. During the third quarter of fiscal
2022, we amended the Supply Agreement to allow CSL to continue to use our PCS2
devices and purchase disposables through December 2023. The extension provides
CSL the ability to utilize our devices and disposables in their collection
centers on a non-exclusive basis, and we are working with them to quantify their
volume requirements over the life of the agreement.
                                       27
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Blood Center

Blood Center revenue decreased 6.5% and 3.5% during the three and nine months
ended January 1, 2022, respectively, as compared with the same periods of fiscal
2021. Without the effect of foreign exchange, Blood Center revenue decreased
7.3% and 5.5% during the three and nine months ended January 1, 2022,
respectively, as compared with the same periods of fiscal 2021. The decrease
during the three and nine months ended January 1, 2022 as compared with the same
periods of fiscal 2021 was primarily driven by continued declines in whole blood
disposables and the impact of previously discontinued customer contracts in
North America as well as an apheresis stocking order in the prior year period.
The divestiture of certain blood donor management software solution assets in
fiscal 2021 also contributed to the decline during the nine months ended January
1, 2022, as compared with the same period of fiscal 2021.

We have not yet experienced the reversal of the large stocking orders made by
distributors and blood collectors during the first quarter of fiscal 2021 in
response to the COVID-19 pandemic. The timing and magnitude of potential
reversals in the future periods is likely to occur over an extended period of
time as customers' risk aversion returns to normal along with safety stock
levels.

Hospital



Hospital revenue increased 56.3% and 59.7% during the three and nine months
ended January 1, 2022, respectively, as compared with the same periods of fiscal
2021. Without the effect of foreign exchange, Hospital revenue increased 56.9%
and 58.2% during the three and nine months ended January 1, 2022, respectively,
as compared with the same periods of fiscal 2021. The increase during the three
and nine months ended January 1, 2022 was primarily attributable to Vascular
Closure revenue resulting from the acquisition of Cardiva and an increase in TEG
disposables revenue in the U.S. The increase during the nine months ended
January 1, 2022 also reflected the impact of the COVID-19 pandemic on the prior
year period, partially offset by the divestiture of certain blood bank and
hospital software solution assets during the same period of fiscal 2021. We
believe that the demand for our hospital products is inherently strong and that
procedure volumes will continue to improve with a return to normal levels.

Gross Profit
                                                      Three Months Ended                                                 Nine Months Ended
                                   January 1,         December 26,                                   January 1,         December 26,
(In thousands)                        2022                2020                 % Increase               2022                2020                 % Increase
Gross profit                      $ 138,565          $    120,257                     15.2  %       $ 369,191          $    316,031                     16.8  %
% of net revenues                      53.3  %               50.0  %                                     50.7  %               49.0  %



Gross profit increased 15.2% and 16.8% during the three and nine months ended
January 1, 2022, respectively, as compared with the same periods of fiscal 2021.
Without the effect of foreign exchange, gross profit increased 14.4% and 14.3%
during the three and nine months ended January 1, 2022, respectively, as
compared with the same periods of fiscal 2021. The increase during the three and
nine months ended January 1, 2022 was primarily driven by the addition of
Vascular Closure, favorable volumes and product mix, lower expenses related to
the COVID-19 pandemic, currency translation, and productivity savings from the
2020 Program. The increase was partially offset by recent divestitures in fiscal
2021 and inflationary pressures and higher freight costs in our global supply
chain. The increase during the nine months ended January 1, 2022 was also
partially offset by pricing adjustments, the amortization of the fair value
inventory step-up related to the acquisition of Cardiva and asset impairments.
                                       28
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Operating Expenses
                                                          Three Months Ended                                                 Nine Months Ended
                                       January 1,         December 26,                                   January 1,         December 26,             % Increase/
(In thousands)                            2022                2020                 % Increase               2022                2020                 (Decrease)
Research and development              $  10,037          $      7,501                     33.8  %       $  33,591          $     22,014                      52.6  %
% of net revenues                           3.9  %                3.1  %                                      4.6  %                3.4  %

Selling, general and administrative $ 80,726 $ 65,641

               23.0  %       $ 247,722          $    191,504                      29.4  %
% of net revenues                          31.1  %               27.3  %                                     34.0  %               29.7  %

Amortization of intangible assets $ 12,151 $ 7,805

              55.7  %       $  35,930          $     24,204                      48.4  %
% of net revenues                           4.7  %                3.2  %                                      4.9  %                3.8  %

Gains on divestitures and sale of
assets                                $       -          $     (1,115)                        n/m       $  (9,603)         $    (32,613)                    (70.6) %
% of net revenues                             -  %               (0.5) %                                     (1.3) %               (5.1) %
Total operating expenses              $ 102,914          $     79,832                     28.9  %       $ 307,640          $    205,109                      50.0  %
% of net revenues                          39.6  %               33.2  %                                     42.2  %               31.8  %



Research and Development

Research and development expenses increased 33.8% and 52.6% during the three and
nine months ended January 1, 2022, respectively, as compared with the same
periods of fiscal 2021. Without the effect of foreign exchange, research and
development expenses increased 33.4% and 51.5% during the three and nine months
ended January 1, 2022, respectively, as compared with the same periods of fiscal
2021. These increases were primarily due to increased spend related to
investments in our Hospital Business unit, primarily driven by Vascular Closure,
as well as costs related to compliance with the European Union Medical Device
Regulation ("MDR") and In Vitro Diagnostic Regulation ("IVDR") requirements. The
increase during the three and nine months ended January 1, 2022, was partially
offset by cost savings related to the 2020 Program.

Selling, General and Administrative



Selling, general and administrative expenses increased 23.0% and 29.4% during
the three and nine months ended January 1, 2022, respectively, as compared with
the same periods of fiscal 2021. Without the effect of foreign exchange,
selling, general, and administrative expenses increased 23.1% and 27.9% during
the three and nine months ended January 1, 2022, respectively, as compared with
the same period of fiscal 2021. The increase during three and nine months ended
January 1, 2022 was primarily due to spend related to the acquisition of
Cardiva, including the increase in the fair value of contingent consideration.
Higher freight costs also contributed to these increases, which were partially
offset by cost savings related to the 2020 Program.

Amortization of Intangible Assets



We recognized amortization expense of $12.2 million and $35.9 million during the
three and nine months ended January 1, 2022, respectively and $7.8 million and
$24.2 million during the three and nine months ended December 26, 2020,
respectively. The increase was primarily driven by an increase in intangible
assets resulting from recent acquisitions.

                                       29
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Gains on Divestitures

We recognized gains on divestitures of $9.6 million during the nine months ended January 1, 2022. We recognized gains on divestitures of $1.1 million and $32.6 million during the three and nine months ended December 26, 2020, respectively. Refer to Note 5, Divestitures, to the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information pertaining to these divestitures.

Interest and Other Expense, Net



Interest and other expenses increased 39.7% and 24.8% during the three and nine
months ended January 1, 2022, respectively, as compared with the same periods of
fiscal 2021. Without the effects of foreign exchange, interest and other
expenses increased 40.6% and 24.0% during the three and nine months ended
January 1, 2022, respectively, as compared with the same periods of fiscal 2021.
The increase during the three and nine months ended January 1, 2022 was
primarily driven by realized losses due to foreign currency and the amortization
of deferred financing fees associated with our March 2021 issuance of $500
million in aggregate principal amount of 0% convertible senior notes, partially
offset by a reduction in interest expense from borrowings under our $350.0
million term loan and $350.0 million revolving loan due to lower borrowings. The
effective interest rate on our term loan and revolving loan as of January 1,
2022 was 1.9%.

Income Taxes

We conduct business globally and report our results of operations in a number of
foreign jurisdictions in addition to the United States. Our reported tax rate is
impacted by the jurisdictional mix of earnings in any given period as the
foreign jurisdictions in which we operate have tax rates that differ from the
U.S. statutory tax rate.

For the three and nine months ended January 1, 2022, we reported income tax
expense of $8.2 million and $14.7 million, respectively, representing effective
tax rates of 26.0% and 30.4%, respectively. The effective tax rate for the nine
months ended January 1, 2022 includes discrete tax expense relating to stock
compensation shortfalls of $0.9 million, with no discrete tax expense relating
to stock compensation shortfalls recorded in the three months ended January 1,
2022.

For the three and nine months ended December 26, 2020, we reported income tax
expense of $5.5 million and $9.8 million, respectively, representing effective
tax rates of 14.7% and 9.8%, respectively. The effective tax rates for the three
and nine months ended December 26, 2020 include discrete tax benefits recognized
from excess stock compensation deductions of $1.0 million and $5.1 million,
respectively. The effective tax rates were also impacted by the jurisdictional
mix of earnings including divestiture transactions. During the three and nine
months ended December 26, 2020, the Company sold its Fajardo, Puerto Rico
manufacturing operations, certain U.S. blood donor management software solution
assets, and its wholly-owned subsidiary Inlog Holdings France SAS. The tax
expense on divestitures, including the associated valuation allowance impacts,
were included in the computation of the annual effective tax rate.

Liquidity and Capital Resources

The following table contains certain key performance indicators we believe depict our liquidity and cash flow position:


                                   January 1,       April 3,
(Dollars in thousands)                2022            2021
Cash & cash equivalents           $  236,877      $  192,305
Working capital                   $  374,044      $  440,051
Current ratio                            2.1             2.7
Net debt(1)                       $ (540,305)     $ (515,303)
Days sales outstanding (DSO)              54              51
Inventory turnover                       1.3             1.2


(1)Net debt position is the sum of cash and cash equivalents less total debt.



Our primary sources of liquidity are cash and cash equivalents, internally
generated cash flow from operations, our revolving credit line that expires in
the first quarter of fiscal 2024 and proceeds from employee stock option
exercises. We believe these sources are sufficient to fund our cash requirements
over at least the next twelve months. Our expected cash outlays relate primarily
to acquisitions, investments, capital expenditures, including the build out of
our new manufacturing facility in Clinton, PA, cash payments under our credit
agreement and restructuring initiatives.

                                       30
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In March 2021, the Company issued $500.0 million aggregate principal amount of
0% convertible senior notes due 2026, or the 2026 Notes. The 2026 Notes are
governed by the terms of the Indenture between the Company and U.S. Bank
National Association, as trustee. The total net proceeds from the sale of the
2026 Notes, after deducting the initial purchasers' discounts and debt issuance
costs, were approximately $486.7 million. The 2026 Notes will mature on March 1,
2026, unless earlier converted, redeemed or repurchased. The 2026 Notes have an
effective interest rate of 0.5% as of January 1, 2022.

As of January 1, 2022, we had $236.9 million in cash and cash equivalents, the
majority of which is held in the U.S. or in countries from which it can be
repatriated to the U.S. On June 15, 2018, we entered into a five-year credit
agreement which provided for a $350.0 million term loan and a $350.0 million
revolving loan (together with the term loan, as amended from time to time, the
"Credit Facilities"). Interest on the term loan and revolving loan is
established using LIBOR plus 1.13% - 1.75%, depending on our leverage ratio.
Under the Credit Facilities, we are required to maintain certain leverage and
interest coverage ratios specified in the credit agreement as well as other
customary non-financial affirmative and negative covenants. The Company and its
lenders agreed to increase the maximum consolidated leverage ratio the Company
is required to maintain for the four consecutive quarters immediately following
the closing of the Cardiva acquisition to 4.25:1.0, after which the maximum
consolidated leverage ratio the Company is required to maintain will revert to
3.5:1.0.

As of January 1, 2022, $288.8 million was outstanding under the term loan with
an effective interest rate of 1.9%. There were no borrowings outstanding on the
revolving loan. We also had $24.7 million of uncommitted operating lines of
credit to fund our global operations under which there were no outstanding
borrowings as of January 1, 2022.

The Company has scheduled principal payments of $4.4 million and $214.4 million required during the remainder of fiscal 2022 and during fiscal 2023, respectively. The Company was in compliance with the leverage and interest coverage ratios specified in the credit agreement as well as all other bank covenants as of January 1, 2022.



During the second quarter of fiscal 2022, our Board of Directors approved a
revised 2020 Program. We now estimate that we will incur aggregate charges
between $95 million and $105 million in connection with the 2020 Program. These
charges, the majority of which will result in cash outlays, including severance
and other employee costs, will be incurred as the specific actions required to
execute these initiatives are identified and approved and are expected to be
substantially completed by the end of fiscal 2025. During the three and nine
months ended January 1, 2022, we incurred $5.7 million and $20.2 million,
respectively, of restructuring and restructuring related costs under this
program.

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