8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 9, 2017

NUVASIVE, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-50744	33-0768598
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

7475 Lusk Boulevard, San Diego, California 92121

(Address of principal executive offices) (Zip Code)

(858) 909-1800

(Registrant’s telephone number, including area code)

n/a

(Former name or former address, if changed since last report)

  Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see   General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On February 9, 2017, NuVasive, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and full year ended December 31, 2016. A copy of this press release is furnished as Exhibit 99.1 to this Current Report.

Item 7.01 Regulation FD Disclosure.

During a conference call scheduled to be held at 1:30 p.m. Pacific Time on February 9, 2017, the Company’s Chairman and Chief Executive Officer, Chief Financial Officer, and President and Chief Operating Officer will discuss the Company’s results for the quarter and full year ended December 31, 2016 and the Company’s outlook for the year ending December 31, 2017. The slide presentation for the conference call is furnished as Exhibit 99.2 to this Current Report.

The information contained in this Current Report and the Exhibits hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press release issued by NuVasive, Inc. on February 9, 2017
99.2	Slide presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NUVASIVE, INC.
By:	/s/  Quentin Blackford
	Quentin Blackford
	Executive Vice President and Chief Financial Officer, Head of Strategy and Corporate Integrity

Date: February 9, 2017

EXHIBIT INDEX

Exhibit    Number	Description
99.1	Press release issued by NuVasive, Inc. on February 9, 2017
99.2	Slide presentation

EX-99.1

Exhibit 99.1

NEWS RELEASE

NUVASIVE REPORTS FOURTH QUARTER AND FULL YEAR 2016 FINANCIAL RESULTS

Company Drives Record Revenue of $962.1 Million; Provides Updated Financial Performance Guidance for 2017

SAN DIEGO, CA – February 9, 2017 - NuVasive, Inc. (NASDAQ: NUVA), a leading medical device company focused on transforming spine surgery with minimally disruptive, procedurally-integrated solutions, announced today financial results for the quarter and full year ended December 31, 2016. Key performance highlights included:

Fourth Quarter 2016 Highlights:

● Revenue increased 25.9% to $271.1 million, or 25.5% on a constant currency basis;

● GAAP operating profit margin of 11.1%; Non-GAAP operating profit margin up 90 basis points to 18.0%; and

● GAAP diluted earnings per share of $0.11; Non-GAAP diluted earnings per share increase of 51.4% to $0.53.

Full Year 2016 Highlights:

● Revenue increased 18.6% to $962.1 million, or 18.4% on a constant currency basis;

● GAAP operating profit margin of 12.8%; Non-GAAP operating profit margin up 70 basis points to 16.1%; and

● GAAP diluted earnings per share of $0.69; Non-GAAP diluted earnings per share increase of 26.7% to $1.66.

“NuVasive delivered record fourth quarter results and exceeded expectations for the full year 2016. By all measures, the Company had a tremendous year executing against our market-share taking initiatives, delivering strong revenue growth, including a return to 20% year-over-year growth in our core International markets. We exceeded our profitability targets and integrated strategic acquisitions to augment our leadership in spine and deliver the substantial growth we forecasted as part of the deal models,” said Gregory T. Lucier, chairman and chief executive officer of NuVasive. “In 2017, we are committed to driving further market expansion, especially in the spine deformity area, while significantly increasing our in-sourced manufacturing capabilities and focusing on streamlining our operations to drive scale and profitability in our business.”

A full reconciliation of non-GAAP to GAAP measures can be found in the tables of this news release.

Fourth Quarter 2016 Results

NuVasive reported fourth quarter 2016 total revenue of $271.1 million, a 25.9% increase compared to $215.3 million for the fourth quarter 2015. On a constant currency basis, fourth quarter 2016 total revenue increased 25.5% compared to the same period last year.

1

Gross profit for the fourth quarter 2016 was $204.2 million on a GAAP and non-GAAP basis, while GAAP and non-GAAP gross margin was 75.3%. These results compared to gross profit of $164.0 million on a GAAP and non-GAAP basis, and GAAP and non-GAAP gross margin of 76.2% for the fourth quarter 2015. Total GAAP and non-GAAP operating expenses for the fourth quarter 2016 were $174.1 million and $155.4 million, respectively. These results compared to GAAP and non-GAAP operating expenses of $134.5 million and $127.3 million, respectively, for the fourth quarter 2015.

The Company reported a GAAP net income of $6.4 million, or $0.11 per share, for the fourth quarter 2016 compared to a GAAP net income of $11.5 million, or $0.22 per share, for the fourth quarter 2015. On a non-GAAP basis, the Company reported net income of $27.6 million, or $0.53 per share, for the fourth quarter 2016 compared to net income of $18.0 million, or $0.35 per share, for the fourth quarter 2015.

Full Year 2016 Results

NuVasive reported full year 2016 total revenue of $962.1 million, an 18.6% increase compared to $811.1 million for the full year 2015. On a constant currency basis, full year 2016 total revenue increased 18.4% compared to the same period last year.

Total GAAP and non-GAAP gross profit for the full year 2016 was $722.0 million and $736.7 million, respectively, while GAAP and non-GAAP gross margin of 75.0% and 76.6%, respectively. These results compared to gross profit of $616.6 million on a GAAP and non-GAAP basis and a GAAP and non-GAAP gross margin of 76.0% for the full year 2015. Total GAAP and non-GAAP operating expenses for the full year 2016 were $598.5 million and $581.6 million, respectively. These results compared to $477.6 million and $492.0 million, respectively, for the full year 2015.

The Company reported a GAAP net income of $37.1 million, or $0.69 per share, for the full year 2016 compared to a GAAP net income of $66.3 million, or $1.26 per share, for the full year 2015. On a non-GAAP basis, the Company reported net income of $86.5 million, or $1.66 per share, for the full year 2016 compared to net income of $66.9 million, or $1.31 per share, for the full year 2015.

Cash, cash equivalents and short and long-term marketable securities were approximately $153.6 million at December 31, 2016.

2

Annual Financial Guidance for 2017

The Company provided the following updated projections to its full year 2017 guidance:

		2017 Guidance 1
	(in Million’s; except %’s and EPS)	GAAP	Non-GAAP
	Revenue	$         1,065	$         1,065
	% Growth - Reported	10.7%	10.7%
	% Growth - Constant Currency 2		11.7%
	Operating margin	12.6%	17.1%
	Earnings per share	$           1.16	$           2.00
	EBITDA	23.6%	26.7%
	Tax Rate	~35%	~35%
1    Current guidance reflects guidance provided February 9, 2017, as updated for the expected changes in currency. 2    Constant currency is a measure that adjusts US GAAP revenue for the impact of currency over the same period in the prior year.

● Revenue of $1.065 billion, which includes approximately $10 million in year-over-year currency headwinds, and reflects 10.7% growth on a reported basis and 11.7% growth on a constant currency basis compared to revenue of $962.1 million for 2016;

● Non-GAAP diluted earnings per share of $2.00, an increase of 20% compared to non-GAAP diluted earnings per share of $1.66 for 2016;

● Non-GAAP operating profit margin of 17.1%, an increase of 100 basis points compared to 16.1% for 2016; and

● Adjusted EBITDA margin of 26.7%, an increase of 150 basis points compared to 25.2% for 2016.

Supplementary Financial Information

For additional financial detail, please visit the Investor Relations section of the Company’s website at www.nuvasive.com to access Supplementary Financial Information.

3

	Reconciliation of Full Year EPS Guidance
		2016      Actuals	2017   Guidance 1
	GAAP net income per share	$          0.69	$          1.16
	Impact of change to diluted share count	0.02	0.07
	GAAP net income per share, adjusted to diluted Non-GAAP share count	$          0.71	$          1.23
	Litigation liability gain	(0.83)	-
	Business transition costs 2	0.35	0.05
	Non-cash interest expense on convertible notes	0.38	0.33
	Non-cash purchase accounting adjustments on acquisitions 3	0.28	-
	Loss on repurchase of convertible notes	0.37	-
	Amortization of intangible assets 4	0.78	0.83
	Tax effect of adjustments 5	(0.38)	(0.44)
	Non-GAAP earnings per share	$          1.66	$          2.00
	GAAP Weighted shares outstanding - basic	50,077	50,967
	GAAP Weighted shares outstanding - diluted	54,102	56,269
	Non-GAAP Weighted shares outstanding - diluted	51,981	53,069
1    Current guidance reflects guidance provided February 9, 2017, as updated for the expected changes in currency. Effective tax expense rate of ~35% applied to GAAP earnings and ~35% applied to Non-GAAP earnings. 2    Costs related to acquisition, integration and business transition activities which include severance, relocation, consulting, leasehold exit costs, third party merger and acquisitions costs and other costs directly associated with such activities. 3    Represents costs associated with non-cash purchase accounting adjustments, such as acquired inventory fair market value adjustments, which are amortized over the period in which underlying products are sold. 4    Excludes the amortization associated with non-controlling interest. 5    The impact on results from taxes include tax effecting the adjustments above at the statutory rate as well as taking into account discrete items and including those discrete items in the annual effective tax rate calculation. The Company also includes those adjustments that would have benefited the tax rate in lieu of the above adjustments as part of the Company’s tax filings. The impact of the changes to the tax rate results in an annual estimated rate of ~35% on a non-GAAP basis.

4

	Reconciliation of Non-GAAP Operating Margin %
	(in thousands, except %)	2016      Actuals	2017   Guidance 1
	Non-GAAP Gross Margin % [A]	76.6%	76.1%
	Non-cash purchase accounting adjustments on acquisitions 2	(1.5%)	0.0%
	GAAP Gross Margin [B]	75.0%	76.1%
	GAAP & Non-GAAP Sales, Marketing & Administrative Expense [C]	55.5%	54.0%
	Non-GAAP Research & Development Expense [D]	5.0%	5.0%
	In-process research & development	0.0%	0.0%
	GAAP Research & Development Expense [E]	5.0%	5.0%
	Litigation liability [F]	(4.5%)	0.0%
	Amortization of intangible assets [G] 3	4.4%	4.3%
	Business transition costs [H] 4	1.9%	0.3%
	Non-GAAP Operating Margin % [A - C - D]	16.1%	17.1%
	GAAP Operating Margin % [B - C - E - F - G - H]	12.8%	12.6%
1    Current guidance reflects guidance provided February 9, 2017, as updated for the expected changes in currency. 2    Represents costs associated with non-cash purchase accounting adjustments, such as acquired inventory fair market value adjustments, which are amortized over the period in which underlying products are sold. 3    Excludes the amortization associated with non-controlling interest. 4    Costs related to acquisition, integration and business transition activities which include severance, relocation, consulting, leasehold exit costs, third party merger and acquisitions costs and other costs directly associated with such activities.

5

	Reconciliation of EBITDA %
	(in thousands, except %)	2016 Actuals		2017 Guidance 1
	Net Income / (Loss)		3.9%		6.1%
	Interest (income) / expense, net 2		6.1%		3.5%
	Provision for income taxes		3.0%		3.1%
	Depreciation and amortization 3		10.5%		10.8%
	EBITDA		23.5%		23.6%
	Non-cash stock based compensation		2.8%		2.9%
	Business transition costs 4		1.9%		0.3%
	Non-cash purchase accounting adjustments on acquisitions 5		1.5%		0.0%
	In-process research & development		0.0%		0.0%
	Litigation liability gain		(4.5%)		0.0%
	Adjusted EBITDA		25.2%		26.7%
1       Current guidance reflects guidance provided February 9, 2017, as updated for the expected changes in currency. 2       Interest (income) / expense, net for the quarter and year ended December 31, 2016 includes loss on extinguishment of debt for $1.6 million and $19.1 million, respectively. 3       Excludes the amortization associated with non-controlling interest. 4       Costs related to acquisition, integration and business transition activities which include severance, relocation, consulting, leasehold exit costs, third party merger and acquisitions costs and other costs directly associated with such activities. 5       Represents costs associated with non-cash purchase accounting adjustments, such as acquired inventory fair market value adjustments, which are amortized over the period in which underlying products are sold.

Reconciliation of Non-GAAP Information

Management uses certain non-GAAP financial measures such as non-GAAP earnings per share, non-GAAP net income, non-GAAP operating expenses and non-GAAP operating profit margin, which exclude amortization of intangible assets, leasehold related charges, integration related expenses associated with acquired businesses, one-time restructuring and acquisition related items, CEO transition related costs, certain litigation charges and non-cash interest expense (excluding debt issuance cost) and or losses on convertible notes. Management also uses certain non-GAAP measures which are intended to exclude the impact of foreign exchange currency fluctuations. The measure constant currency is the use of an exchange rate that eliminates fluctuations when calculating financial performance numbers.

The Company also uses measures such as free cash flow, which represents cash flow from operations less cash used in the acquisition and disposition of capital. Additionally, the Company uses an adjusted EBITDA measure which represents earnings before interest, taxes, depreciation and amortization and excludes the impact of stock-based compensation, leasehold related charges, integration related expenses associated with acquired businesses, CEO transition related costs, certain litigation liabilities, acquisition related items and other significant one-time items. Management calculates the non-GAAP financial measures provided in this earnings release excluding these costs and uses these non-GAAP financial measures to enable it to further and more consistently analyze the period-to-period financial performance of its core business operations. Management believes that providing investors with these non-GAAP measures gives them additional information to enable them to assess, in the same way management assesses, the Company’s current and future continuing operations. These non-GAAP measures are not in accordance with, or an alternative for, GAAP, and may be different from non-GAAP measures used by other companies. Set forth below are reconciliations of the non-GAAP financial measures to the comparable GAAP financial measure.

6

	Reconciliation of Fourth Quarter 2016 Results GAAP Net Income per Share to Non-GAAP Earnings per Share
	(in thousands, except per share data)	Adjustments	Diluted Earnings Per     Share
	GAAP net income	$            6,376	$                    0.11
	Loss on extinguishment of debt	1,641
	Business transition costs 1	6,624
	Non-cash interest expense on convertible notes	4,992
	Amortization of intangible assets 2	11,767
	Tax effect of adjustments 3	(3,843)
	Adjustments to GAAP net income	21,181
	Non-GAAP earnings	$          27,557	$                    0.53
	GAAP weighted shares outstanding - diluted		55,913
	Non-GAAP weighted shares outstanding - diluted		52,399
1	Costs related to acquisition, integration and business transition activities which includes severance, relocation, consulting, leasehold exit costs, third party merger and acquisitions costs and other costs directly associated with such activities.
2	Excludes the amortization associated with non-controlling interest.
3	The impact on results from taxes include tax effecting the adjustments above at the statutory rate as well as taking into account discrete items and including those discrete items in the annual effective tax rate calculation. The Company also includes those adjustments that would have benefited the tax rate in lieu of the above adjustments as part of the Company’s tax filings. The impact of the changes to the tax rate results in an annual estimated rate of 37% on a non-GAAP basis. The result of these adjustments is a change in the annual effective tax rate from 29% to 37%. The Company adopted ASU 2016-09 Stock Compensation in Q2 2016 which was effective as of January 1, 2016 with retrospective adjustment. The result of the retrospective adjustment resulted in a change in the Q1 2016 quarterly effective tax rate on a non-GAAP basis from 41% to 36%.

7

Reconciliation of Year To Date 2016 Results

GAAP Net Income per Share to Non-GAAP Earnings per Share

(in thousands, except per share data)	Adjustments		Diluted Earnings Per     Share
GAAP net income	$	37,147	$	0.69
Litigation liability gain		(43,310)
Business transition costs 1		18,138
Non-cash interest expense on convertible notes		19,539
Non-cash purchase accounting adjustments on acquisitions 2		14,747
Loss on repurchases of convertible notes		19,085
Amortization of intangible assets 3		40,712
Tax effect of adjustments 4		(19,602)
Adjustments to GAAP net income		49,309
Non-GAAP earnings	$	86,456	$	1.66
GAAP weighted shares outstanding - diluted				54,102
Non-GAAP weighted shares outstanding - diluted				51,981

¹  Costs related to acquisition, integration and business transition activities which includes severance, relocation, consulting, leasehold exit costs, third party merger and acquisitions costs and other costs directly associated with such activities.

²  Represents costs associated with non-cash purchase accounting adjustments, such as acquired inventory fair market value adjustments, which are amortized over the period in which underlying products are sold.

³  Excludes the amortization associated with non-controlling interest.

⁴  The impact on results from taxes include tax effecting the adjustments above at the statutory rate as well as taking into account discrete items and including those discrete items in the annual effective tax rate calculation. The Company also includes those adjustments that would have benefited the tax rate in lieu of the above adjustments as part of the Company’s tax filings. The impact of the changes to the tax rate results in an annual estimated rate of approximately 37% on a non-GAAP basis. The result of these adjustments is a change in the annual effective tax rate from approximately 29% to 37%. The Company adopted ASU 2016-09 Stock Compensation in Q2 2016 which was effective as of January 1, 2016 with retrospective adjustment. The result of the retrospective adjustment resulted in a change in the Q1 2016 quarterly effective tax rate on a non-GAAP basis from approximately 41% to 36%.

8

Reconciliation of Fourth Quarter and Twelve Months 2016 Results

GAAP net income to Adjusted EBITDA

	Three months ended		Twelve months ended
(in thousands, except per share data)	December 31, 2016		December 31, 2016
GAAP net income	$	6,376	$	37,147
Interest (income) / expense, net 1		12,006		58,514
Provision for income taxes		11,899		29,282
Depreciation and Amortization 2		28,573		101,438
EBITDA	$	58,854	$	226,381
Litigation liability gain		—		(43,310)
Non-cash purchase accounting related charges 3		—		14,747
Business transition costs 4		6,624		18,138
Non-cash stock based compensation		7,279		26,924
Adjusted EBITDA	$	72,757	$	242,880
As a percentage of revenue		26.8%		25.2%

¹  Interest (income) / expense, net for the quarter and year ended December 31, 2016 includes loss on extinguishment of debt  for $1.6 million and $19.1 million, respectively.

²  Excludes the amortization associated with non-controlling interest.

³  Represents costs associated with non-cash purchase accounting adjustments, such as acquired inventory fair market value adjustments, which are amortized over the period in which underlying products are sold.

⁴  Costs related to acquisition, integration and business transition activities which includes severance, relocation, consulting, leasehold exit costs, third party merger and acquisitions costs and other costs directly associated with such activities.

Investor Conference Call

The Company will hold a conference call today at 4:30 p.m. ET / 1:30 p.m. PT to discuss the results of its fourth quarter and full year 2016 financial performance. The dial-in numbers are 1-877-407-9039 for domestic callers and 1-201-689-8470 for international callers. A live webcast of the conference call will be available online from the Investor Relations page of the Company’s website at www.nuvasive.com.

After the live webcast, the call will remain available on NuVasive’s website through March 9, 2017. In addition, a telephone replay of the call will be available until February 16, 2017. The replay dial-in numbers are 1-844-512-2921 for domestic callers and 1-412-317-6671 for international callers. Please use pin number: 13652783.

About NuVasive

NuVasive, Inc. (NASDAQ: NUVA) is a world leader in minimally invasive, procedurally-integrated spine solutions. From complex spinal deformity to degenerative spinal conditions, NuVasive is transforming spine surgery with innovative technologies designed to deliver reproducible and clinically proven surgical outcomes. NuVasive’s highly differentiated, procedurally-integrated solutions include access instruments, implantable hardware and software systems for surgical planning and reconciliation technology that centers on achieving the global alignment of the spine. With $962 million in revenues (2016), NuVasive has an approximate 2,300 person workforce in more than 40 countries around the world. For more information, please visit www.nuvasive.com.

Forward-Looking Statements

NuVasive cautions you that statements included in this news release or made on the investor conference call referenced herein that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause NuVasive’s results to differ materially from historical results or those expressed or implied by such forward-looking statements. In addition, this news release contains selected financial results from the fourth quarter and full year 2016, as well as projections for 2017 financial guidance and longer-term financial performance goals. The Company’s results for the fourth quarter and full year 2016 are prior to the completion of review and audit procedures by the Company’s external auditors and are subject to adjustment. In addition, the Company’s projections for 2017 financial guidance and longer-term financial performance goals represent initial estimates, and are subject to the risk of being inaccurate because of the preliminary nature of the forecasts, the risk of further adjustment, or unanticipated difficulty in selling products or generating expected profitability. The potential risks and uncertainties which contribute to the uncertain nature of these statements include, among others, risks associated with acceptance of the Company’s surgical products and procedures by spine surgeons, spine surgeons, development and acceptance of new products or product enhancements, clinical and statistical verification of the benefits achieved via the use of NuVasive’s products (including the iGA™ platform), the Company’s ability to effectually manage inventory as it continues to release new products, its ability to recruit and retain management and key personnel, and the other risks and uncertainties more fully described in the Company’s news releases and periodic filings with the Securities and Exchange Commission. NuVasive’s public filings with the Securities and Exchange Commission are available at www.sec.gov. NuVasive assumes no obligation to update any forward-looking statement to reflect events or circumstances arising after the date on which it was made.

9

NuVasive, Inc.

Consolidated Statements of Operations

(in thousands, except per share data)

	Three Months Ended December 31,				Year Ended December 31,
	2016		2015		2016		2015
	(Unaudited)		(Unaudited)
Revenue	$	271,109	$	215,282	$	962,072	$	811,113
Cost of goods sold (excluding below amortization of intangible assets)		66,926		51,233		240,093		194,479
Gross profit		204,183		164,049		721,979		616,634
Operating expenses:
Sales, marketing and administrative		142,413		118,837		533,624		457,280
Research and development		12,983		8,606		47,999		35,833
Amortization of intangible assets		12,089		3,479		42,001		12,516
Litigation liability (gain) loss		—		681		(43,310)		(41,826)
Business transition costs		6,624		2,902		18,138		13,748
Total operating expenses		174,109		134,505		598,452		477,551
Interest and other expense, net:
Interest income		167		464		1,091		1,589
Interest expense		(10,532)		(7,403)		(40,520)		(29,078)
Loss on repurchases of convertible notes		(1,641)		—		(19,085)		—
Other (expense) income, net		(203)		(105)		(305)		425
Total interest and other expense, net		(12,209)		(7,044)		(58,819)		(27,064)
Income before income taxes		17,865		22,500		64,708		112,019
Income tax expense		(11,899)		(11,397)		(29,282)		(46,729)
Consolidated net income	$	5,966	$	11,103	$	35,426	$	65,290
Add back net loss attributable to non-controlling interests	$	(410)	$	(400)	$	(1,721)	$	(1,001)
Net income attributable to NuVasive, Inc.	$	6,376	$	11,503	$	37,147	$	66,291
Net income per share attributable to NuVasive, Inc.:
Basic	$	0.13	$	0.23	$	0.74	$	1.36
Diluted	$	0.11	$	0.22	$	0.69	$	1.26
Weighted average shares outstanding:
Basic		50,394		49,205		50,077		48,687
Diluted		55,913		53,087		54,102		52,424

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NuVasive, Inc.

Consolidated Balance Sheets

(in thousands, except par values and share amounts)

	December 31,
	2016		2015
ASSETS
Current assets:
Cash and cash equivalents	$	153,643	$	192,339
Short-term marketable securities		—		165,423
Accounts receivable, net of allowances of $8,912 and $5,320, respectively		171,595		127,595
Inventory, net		208,249		168,140
Prepaid income taxes		31,926		40,540
Prepaid expenses and other current assets		10,030		8,790
Total current assets		575,443		702,827
Property and equipment, net		181,524		141,441
Long-term marketable securities		—		112,332
Intangible assets, net		291,143		85,076
Goodwill		485,685		154,281
Deferred tax assets		5,810		83,691
Restricted cash and investments		7,405		5,615
Other assets		23,794		17,404
Total assets	$	1,570,804	$	1,302,667
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	77,585	$	60,986
Contingent consideration liabilities		49,742		—
Accrued payroll and related expenses		51,000		37,640
Income tax liabilities		2,469		990
Short-term senior convertible notes		61,701		—
Total current liabilities		242,497		99,616
Long term senior convertible notes		564,412		372,920
Deferred and income tax liabilities, non-current		18,607		8,602
Non-current litigation liabilities		—		88,261
Other long-term liabilities		44,764		14,425
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized, none outstanding		—		—
Common stock, $0.001 par value; 120,000,000 shares authorized at December 31, 2016 and December 31, 2015, 55,184,660 and 52,616,471 issued and outstanding at December 31, 2016 and December 31, 2015, respectively		55		53
Additional paid-in capital		1,010,238		989,387
Accumulated other comprehensive loss		(10,631)		(12,112)
Accumulated deficit		(66,859)		(104,006)
Treasury stock at cost; 4,758,828 shares and 3,316,794 shares at December 31, 2016 and December 31, 2015, respectively		(237,867)		(161,788)
Total NuVasive, Inc. stockholders’ equity		694,936		711,534
Non-controlling interests		5,588		7,309
Total equity		700,524		718,843
Total liabilities and equity	$	1,570,804	$	1,302,667

11

NuVasive, Inc.

Consolidated Statements of Cash Flows

(in thousands)

	Year Ended December 31,
	2016		2015
Operating activities:
Consolidated net income	$	35,426	$	65,290
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		102,713		65,915
Deferred income tax expense		26,265		34,757
Loss on repurchases of convertible notes		19,085		—
Amortization of non-cash interest		22,721		17,851
Stock-based compensation		26,924		26,203
Reserves on current assets		11,408		9,454
Other non-cash adjustments		16,928		17,581
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable		(33,250)		(9,463)
Inventory		(22,636)		(25,984)
Prepaid expenses and other current assets		(5,665)		1,239
Accounts payable and accrued liabilities		11,854		7,742
Accrued royalties		471		(46,092)
Accrued payroll and related expenses		8,849		(192)
Litigation liability		(88,450)		(36,270)
Income taxes		23,652		(39,304)
Net cash provided by operating activities		156,295		88,727
Investing activities:
Acquisition of Ellipse Technologies, net of cash acquired		(380,080)		—
Other acquisitions and investments		(108,591)		(1,357)
Purchases of intangible assets		(5,918)		(32,020)
Proceeds from sales of property and equipment		—		40
Purchases of property and equipment		(88,372)		(75,772)
Purchases of marketable securities		(128,956)		(427,945)
Proceeds from sales of marketable securities		407,032		411,471
Proceeds from sales of restricted investments		—		180,694
Purchases of restricted investments		—		(62,625)
Net cash used in investing activities		(304,885)		(7,514)
Financing activities:
Incremental tax benefits related to stock-based compensation awards		—		15,185
Proceeds from the issuance of common stock		9,492		12,106
Payment of contingent consideration		(422)		(514)
Purchase of treasury stock		(24,734)		(56,929)
Proceeds from issuance of convertible debt, net of issuance costs		634,140		—
Proceeds from sale of warrants		44,850		—
Purchase of convertible note hedge		(111,150)		—
Repurchases of convertible notes		(439,519)		—
Proceeds from revolving line of credit		50,000		—
Repayments on revolving line of credit		(50,000)		—
Other financing activities		(1,834)		(192)
Net cash provided by (used in) financing activities		110,823		(30,344)
Effect of exchange rate changes on cash		(929)		(917)
(Decrease) increase in cash and cash equivalents		(38,696)		49,952
Cash and cash equivalents at beginning of year		192,339		142,387
Cash and cash equivalents at end of year	$	153,643	$	192,339

12

EX-99.2

Q4/Full Year 2016 Results Supplemental Presentation to Earnings Press Release February 9, 2017 Exhibit 99.2

Forward-Looking Statements NuVasive cautions you that statements included in this presentation that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause NuVasive’s results to differ materially from historical results or those expressed or implied by such forward-looking statements. In addition, this presentation contains selected financial results from the fourth quarter and year end 2016, as well as projections for 2017 financial guidance and longer-term financial performance goals. The Company’s projections for 2017 financial guidance and longer-term financial performance goals represent current estimates, including initial estimates of the potential benefits, synergies and cost savings associated with acquisitions, which are subject to the risk of being inaccurate because of the preliminary nature of the forecasts, the risk of further adjustment, or unanticipated difficulty in selling products or generating expected profitability. The potential risks and uncertainties that could cause actual growth and results to differ materially include, but are not limited to: the risk that NuVasive’s revenue or earnings projections may turn out to be inaccurate because of the preliminary nature of the forecasts; the risk of further adjustment to financial results or future financial expectations; unanticipated difficulty in selling products, generating revenue or producing expected profitability; the risk that acquisitions will not be integrated successfully or that the benefits and synergies from the acquisition may not be fully realized or may take longer to realize than expected; and those other risks and uncertainties more fully described in the Company’s news releases and periodic filings with the Securities and Exchange Commission. NuVasive’s public filings with the Securities and Exchange Commission are available at www.sec.gov. The forward-looking statements contained herein are based on the current expectations and assumptions of NuVasive and not on historical facts. NuVasive assumes no obligation to update any forward-looking statement to reflect events or circumstances arising after the date on which it was made.

Non-GAAP Financial Measures Management uses certain non-GAAP financial measures such as non-GAAP earnings per share, non-GAAP net income, non-GAAP operating expenses and non-GAAP operating profit margin, which exclude amortization of intangible assets, non-cash purchase accounting adjustments on acquisitions, business transition costs, CEO transition related costs, certain litigation charges, significant one-time items, non-cash interest expense (excluding debt issuance cost) and/or losses on repurchase of convertible notes, and the impact from taxes related to these items, including those taxes that would have occurred in lieu of these items. Management also uses certain non-GAAP measures which are intended to exclude the impact of foreign exchange currency fluctuations. The measure constant currency is the use of an exchange rate that eliminates fluctuations when calculating financial performance numbers. The Company also uses measures such as free cash flow, which represents cash flow from operations less cash used in the acquisition and disposition of capital. Additionally, the Company uses an adjusted EBITDA measure which represents earnings before interest, taxes, depreciation and amortization and excludes the impact of stock-based compensation, non-cash purchase accounting adjustments on acquisition, business transition costs, CEO transition related costs, certain litigation charges, and other significant one-time items. Management calculates the non-GAAP financial measures provided in this presentation excluding these costs and uses these non-GAAP financial measures to enable it to further and more consistently analyze the period-to-period financial performance of its core business operations. Management believes that providing investors with these non-GAAP measures gives them additional information to enable them to assess, in the same way management assesses, the Company’s current and future continuing operations. These non-GAAP measures are not in accordance with, or an alternative for, GAAP, and may be different from non-GAAP measures used by other companies. This presentation is intended to accompany the Company’s fourth quarter and year end 2016 earnings announcement, which includes financial results reported on a GAAP and non-GAAP basis. For reconciliations of non-GAAP financial measures to the comparable GAAP financial measure, please refer to the earnings announcement, as well as supplemental financial information posted on the Investor Relations section of the Company’s corporate website at www.nuvasive.com.

Q4 & Full Year 2016 Performance Reported year-over-year revenue growth of 25.9% to $271.1 million, or 25.5% on a constant currency basis. Delivered GAAP operating profit margin of 11.1%; non-GAAP operating profit margin of 18.0%, up 90 bps from prior year. Drove GAAP diluted earnings per share of $0.11; non-GAAP diluted EPS up 51.4% from prior year to $0.53. Record revenue, strong operating profitability and earnings ü Reported year-over-year revenue growth of 18.6% to $962.1 million, or 18.4% on a constant currency basis. Delivered GAAP operating profit margin of 12.8%; non-GAAP operating profit margin of 16.1%, up 70 bps from prior year. ü Drove GAAP diluted earnings per share of $0.69; non-GAAP diluted EPS up 26.7% from prior year to $1.66. ü Q4 2016 Full Year 2016

Fourth Quarter 2016 Revenue Highlights 22% U.S. SPINAL HARDWARE Includes All Implants, Fixation, MAGEC® & PRECICE® 26% 42%* * Constant currency basis U.S. SURGICAL SUPPORT Includes Biologics, IOM Services & Disposables INTERNATIONAL Includes Puerto Rico Key Performance Factors Continued Adoption of Core Product Areas within iGA Platform, Strength in Procedural Volumes and Addition of NSO Portfolio Key Performance Factors Driven By Addition of Biotronic and Growth in M5 Neuromonitoring Disposables Key Performance Factors Strong Growth in All Core Markets and Addition of NSO Portfolio in 4Q16 in 4Q16 in 4Q16

PROFITABILITY STRATEGY CAPITAL DEPLOYMENT New state-of-the-art manufacturing facility online New international headquarters Settled 8 year litigation with Medtronic Improved asset efficiencies Established $150M revolving credit facility Issued $650M Convertible Senior Notes due 2021 Repurchased $339M in Convertible Senior notes due 2017 Named to S&P MidCap 400 Ellipse Technologies = NuVasive Specialized Orthopedics Biotronic NeuroNetwork + IMI = NuVasive Clinical Services Acquisition of Mega Surgical (Brazil) LessRay for radiation reduction Spine Service Line Partnership offering iGA™ for Cervical Spine iGA launched in select OUS markets MAGEC NTAP approval MAGEC MR clearance AttraX Putty synthetic biologic CoRoent Small Interlock Hyperlordotic INNOVATION NUVA 2016 Highlights ® ® ® ®

Q4 & Full Year 2016 P&L Performance OPERATING LEVERAGE STORY CONTINUES TO PLAY OUT 75.3% 76.6% 52.5% 55.5% 4.8% 5.0% 18.0% 16.1% $0.53 $1.66 26.8% 25.2% NON-GAAP MEASURES Gross Margin SM&A R&D Operating Profit Margin EPS Adjusted EBITDA Margin 4Q16 ACTUALS 4Q16 YOY PERFORMANCE FACTORS FY16 ACTUALS FY16 YOY PERFORMANCE FACTORS 90 bps driven by Biotronic expense profile; partially offset by med device tax repeal 270 bps improvement from prior year driven by lower SM&A spend profile of Biotronic & greater asset efficiencies; partially offset investments in International 80 bps driven by investments in core NUVA platform & NSO technology 90 bps driven by improvements in asset efficiencies and med device tax repeal, partially offset by R&D investment 51.4% YoY growth 90 bps driven by improvements in asset efficiencies and med device tax repeal, partially offset by R&D investment 60 bps driven by med device tax repeal; partially offset by Biotronic expense profile 90 bps improvement from prior year driven by lower SM&A spend profile of Biotronic, greater asset efficiencies; partially offset by investments in U.S. sales force and International 70 bps driven by investments in core NUVA platform & NSO technology 70 bps driven by improvements in asset efficiencies and med device tax repeal, partially offset by investments in NSO and R&D 26.7% YoY growth Flat YoY driven by core operational improvements offset by investments in R&D and NSO

* NuVasive financial performance guidance as of February 9, 2017. Global Revenue (In Millions) Non-GAAP Operating Profit Margin ~570 Basis Point Improvement $1,065* 11.4% 15.4% 16.1% 17.1%* Strong History of Growth and Profitability DISCIPLINED EXECUTION OF STRATEGY DRIVES EXCEPTIONAL RESULTS

New ‘all digital’, 180,000 sq. ft. facility is on-line and supporting select implants and instruments Began manufacturing first products out of facility in Q3 2016 Investing ~$45M to construct and equip new facility with state-of-the-art equipment Expect to employ ~300 high-tech positions Further align R&D and Product Development teams to optimize and accelerate product launches, including 3D printing capabilities Enhances manufacturing presence in U.S. Opened new ‘all digital’ manufacturing center in West Carrollton, Ohio Investment in U.S. Manufacturing

Driving ~20% CAGR in Adjusted EBITDA Improvements * NuVasive financial performance guidance as of February 9, 2017. Incremental focus on improving the working capital profile and CapEx spending will drive incremental gains in the free cash flow profile of the company. Disciplined approach to driving profitability resulting in meaningful improvements FUTURE INITIATIVES Significantly reducing inventory days on hand Reducing CapEx burn from ~9% to ~6% of revenue through better set configuration and utilization

Driving Improved Tax Rate Focused on reducing tax rate through international scale and domestic tax planning Opportunity to drive non-GAAP effective tax rate lower by ~1,400 bps over 5 years. OPERATING IMPROVEMENTS TAKING HOLD Global tax planning initiatives are playing through: International scale being realized IP migration plans being deployed Building localized capabilities in country * NuVasive financial performance guidance as of February 9, 2017.

* NuVasive financial performance guidance as of February 9, 2017; ^Constant currency FY17 Guidance Performance Drivers Revenues As reported ~$1.065B, ~11.7% YoY growth^ ~$61M full year of Biotronic contribution; ~$10M currency headwind U.S. Spinal Hardware U.S. Surgical Support International ~8% YoY growth ~13% YoY growth ~16% YoY growth Strong expected lumbar, cervical and NSO product performance Full year of Biotronic contribution ~22% constant currency growth Non-GAAP Gross Margin ~76.1% ~50 bps YoY decrease due to the lower gross margin profile of Biotronic, partially offset by the increasing production at the West Carrollton facility Non-GAAP Sales, Marketing & Admin. ~54.0% ~150 bps YoY improvement driven by core NuVasive asset efficiencies, International scale and sales force efficiencies as well as SM&A profile of Biotronic business Non-GAAP Research & Development ~5.0% ~$5M YoY increase in investment in innovation Non-GAAP Operating Profit Margin ~17.1% ~100 bps YoY improvement driven by core efficiencies while continuing to integrate acquired entities Non-GAAP Earnings Per Share ~$2.00 ~20% YoY growth Adjusted EBITDA Margin ~26.7% ~150 bps YoY increase Non-GAAP Effective Tax Rate ~35% ~120 bps YoY improvement; ASU adoption 2016-09 Non-GAAP diluted WASO ~53.1M shares Increased from ~52M shares in 2016 due to higher share price impact on remaining 2017 convertible note dilution; ASU adoption 2016-09 Full Year 2017 Financial Performance Guidance*

Q1 2017 $250M Revenue Non-GAAP operating profit margin of 14.1% Q1 2017 Performance Expectations* PERFORMANCE EXPECTATIONS FOR MODELING PURPOSES 3 ~16.4% Reported Ex FX ~6.7% Pro-forma Ex FX Non-GAAP Earnings per share of $0.37 * NuVasive financial performance guidance as of February 9, 2017; growth rates presented on a constant currency basis; pro-forma reflects year-over-year growth assuming acquisitions completed on January 1, 2016 and included in the financial results for the entire fiscal quarter.

Growing revenues at multiples of market in high single-digit range* Long-term non-GAAP operating profit margins expanding to ~25% and adjusted EBITDA margin to ~32%* Drive change in tax rate from high 30%’s to high 20%’s* Optimizing tax structure to drive EPS growth 2x the rate of revenue growth* Set to generate significant increases in free cash flow #1 #2 #3 #4 #5 Grow Revenues Expand Operating + EBITDA Margins Tax Rate Improvement Free Cash Flow EPS Growth Why Invest in NuVasive RELENTLESS FOCUS ON DRIVING SHAREHOLDER VALUE * NuVasive financial performance guidance as of February 9, 2017.