8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 29, 2016

ZELTIQ Aesthetics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35318	27-0119051
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4698 Willow Road, Suite 100

Pleasanton, CA 94588

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (925) 474-2500

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:

¨ 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 29, 2016, ZELTIQ Aesthetics, Inc. issued a press release announcing its financial results for the fourth quarter and full year 2015. A copy of the press release is attached as Exhibit 99.1.

The information in this Item 2.02 and the related Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. The information in this Item 2.02 and the related Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Change in Chief Financial Officer of ZELTIQ Aesthetics, Inc.

On February 25, 2016, Patrick Williams, Senior Vice President and Chief Financial Officer of ZELTIQ Aesthetics, Inc., and ZELTIQ, mutually agreed that Mr. Williams would cease to be an officer and employee of ZELTIQ effective April 18, 2016. Mr. Williams has served in that role at ZELTIQ since November 2012 and has made numerous contributions to the success of ZELTIQ. He will continue to serve as a consultant to ZELTIQ where he will assist the Chief Executive Officer on special projects.

On February 25, 2016, the Board of Directors of ZELTIQ appointed Taylor Harris as Senior Vice President and Chief Financial Officer of ZELTIQ Aesthetics, Inc., effective April 18, 2016, at such time as Mr. Williams ceases to operate in that role.

Mr. Harris, age 40, previously served as the Vice President and Chief Financial Officer at Thoratec Corporation from October 2012 until October 2015, when Thoratec was acquired by St. Jude Medical, Inc., where he was responsible for all financial functions of the company, as well as investor relations. Mr. Harris joined Thoratec as its Senior Director of Investor Relations and Business Development in February 2010, in which role he was responsible for developing and executing the company’s investor relations strategy, as well as supporting the company’s strategic and business development activities. Prior to joining Thoratec, Mr. Harris worked at JPMorgan Chase & Co. for over a decade in several capacities, including as a Vice President in the firm's Healthcare Investment Banking and Equity Research departments. Mr. Harris holds a B.A. in Physics and Economics from the University of North Carolina at Chapel Hill.

Outgoing Chief Financial Officer Severance and Consulting Arrangements

On February 25, 2016, ZELTIQ and Mr. Williams entered into a severance and consulting agreement. Pursuant to the terms of Mr. Williams’ severance and consulting agreement, Mr. Williams will remain an employee of ZELTIQ until April 17, 2016 and will then serve as a consultant from April 18, 2016 until April 17, 2017, unless terminated earlier. Further, the severance and consulting agreement provides that Mr. Williams will:

 • receive severance of continued payment of his base cash compensation for a period of nine (9) months following April 17, 2018;

 • receive nine (9) months of COBRA health insurance premiums (or a shorter period if Mr. Williams becomes eligible for health insurance benefits through another employer);

 • be a participant in the ZELTIQ 2016 Corporate Bonus Plan for his service while he remains an employee of ZELTIQ, with a target bonus of 60% of his actual annual base cash compensation; and

 • receive a consulting fee equal to $1,000 per month, beginning April 18, 2016, until the earlier of (a) the expiration or termination of the period during which he provides consulting services to ZELTIQ, or (b) the date on which he begins full-time employment with another company.

Incoming Chief Financial Officer Employment Arrangements

On February 26, 2016, ZELTIQ and Mr. Harris entered into an employment agreement. Pursuant to the terms of Mr. Harris’ employment agreement, Mr. Harris will become an employee of ZELTIQ on March 1, 2016 and will assume the role of Senior Vice President and Chief Financial Officer of ZELTIQ on April 18, 2016. Further, the employment agreement provides that upon his assumption of the role of Senior Vice President and Chief Financial Officer, Mr. Harris will:

 • receive an annual base salary of $350,000 per year;

 • be a participant in the ZELTIQ Corporate Bonus Plan, with an annual variable target bonus of 60% of his actual annual base cash compensation beginning March 1, 2016;

 • receive standard health and welfare benefits; and

 • be entitled to receive severance in the event of a termination of employment, under certain circumstances, as described below.

Additionally, pursuant to Mr. Harris’ employment agreement, Mr. Harris will receive (a) a restricted stock unit award pursuant to the ZELTIQ 2011 Equity Plan for a number of shares of ZELTIQ common stock equal to (i) $1,200,000, divided by (ii) the average Fair Market Value of each share of ZELTIQ common stock for the thirty (30) calendar days prior to the date of grant, and (b) a nonqualified stock option to purchase a number of shares of ZELTIQ common stock equal to (i) $1,200,000, divided by (ii) the product of (x) the then current Black Scholes percentage, multiplied by (y) the average Fair Market Value of the Company’s stock for the thirty calendar days prior to the Date of Grant. The restricted stock unit shall vest in equal annual installments over four years, and the nonqualified stock option shall vest over four years with one-fourth of the options vesting at the end of twelve months, and the remainder vesting monthly at a rate of 1/48^th of the total number per month thereafter until all shares are vested, such vesting subject to Mr. Harris’ continued service to ZELTIQ.

Pursuant to Mr. Harris’ employment agreement, if ZELTIQ terminates Mr. Harris’ employment other than for death, disability, or “cause” (as defined in Mr. Harris’ employment agreement), and, within 60 days following his termination, Mr. Harris executes a waiver and release of claims in ZELTIQ’s favor and resigns from all positions he may hold as an officer or director, Mr. Harris is entitled to receive (i) continuing payments of his highest base salary rate in effect during the employment period for a period of twelve months, payable pursuant to regular payroll procedures, (ii) immediate payment of the target bonus amount for the calendar year of the termination, and (iii) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for him and his respective dependents for up to twelve months.

Further, pursuant to Mr. Harris’ employment agreement, if, within the three month period prior to or the eighteen month period following a “change in control” (as defined in Mr. Harris’ employment agreement), ZELTIQ terminates Mr. Harris’ employment under the circumstances described in the above paragraph or Mr. Harris resigns for “good reason” (as defined in Mr. Harris’ employment agreement) and, within 60 days following his termination Mr. Harris executes a waiver and release of claims in ZELTIQ’s favor, Mr. Harris is entitled to receive (i) continuing payments of his highest base salary rate in effect during the employment period for a period of twelve months, payable pursuant to regular payroll procedures, (ii) immediate payment of the target bonus amount for the calendar year of the termination, (iii) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for him and his respective dependents for up to twelve months, and (iv) vesting acceleration of 100% with respect to any outstanding equity awards held by him on the date of his termination (with performance-based awards vesting based on achievement of target levels of performance).

Corporate Bonus

On February 25, 2016, the Board of Directors of ZELTIQ with respect to Mark Foley, ZELTIQ’s Chief Executive Officer, and on February 25, 2016, the Compensation Committee of ZELTIQ with respect to the other executive officers of ZELTIQ included in ZELTIQ’s latest proxy statement filed with the Securities and Exchange Commission (collectively, the “Executive Officers”), approved corporate bonuses (“Bonuses”) to the Executive Officers for ZELTIQ’s achievement of corporate performance during 2015. The amounts of the Bonuses were as follows:

Officer	Title	Bonus
Mark Foley	President and Chief Executive Officer	$	945,000
Patrick Williams	Senior Vice President and Chief Financial Officer	$	346,788
Keith J. Sullivan	Chief Commercial Officer and President, North America	$	410,000
Sergio Garcia	Senior Vice President, General Counsel and Secretary	$	223,200
Len DeBenedictis	Chief Technology Officer	$	194,400

2016 Salaries

On February 25, 2016, the Board of Directors of ZELTIQ with respect to Mr. Foley, and on February 25, 2016, the Compensation Committee of ZELTIQ with respect to Mr. Garcia, approved increased base salaries for the following Executive Officers:

Officer	Title	Bonus
Mark Foley	President and Chief Executive Officer	$	600,000
Sergio Garcia	Senior Vice President, General Counsel and Secretary	$	325,000

2016 Bonus Plan

On February 25, 2016, the Board of Directors of ZELTIQ established the ZELTIQ 2016 Corporate Bonus Plan (the “Plan”). Pursuant to the Plan, each employee has been assigned a target bonus equal to a percentage of that employee’s annual base salary.

Under the Plan, the target bonus as a percentage of base salary for each of the following Executive Officers was as follows:

Officer	Title	Percentage of Base Salary
Mark Foley	President and Chief Executive Officer	100	%
Sergio Garcia	Senior Vice President, General Counsel and Secretary	50	%

In the case of Mr. Foley, 100% of his bonus will be determined based upon ZELTIQ’s achievement of the “Corporate Objective,” which is achieved if (1) the company’s actual 2016 revenue equals the revenue set forth in the company’s budget, and (2) the company’s actual 2016 EBITDA (earnings before interest, taxes, depreciation and amortization) (excluding stock-based compensation) equals the EBITDA (excluding stock-based compensation) set forth in the company’s budget. In the case of the other Executive Officers, 70% of their respective bonuses will be determined based upon ZELTIQ’s achievement of the “Corporate Objective,” and the remainder based upon their respective performances as against their respective individual goals, which are yet to be established.

No bonus will be achieved under the Corporate Objective unless a specified minimum amount of 2016 revenue is recognizedand a specified minimum amount of 2016 EBITDA (excluding stock-based compensation) is achieved. At the minimum levels, 75% of the Corporate Objective component of target bonuses will be earned. For amounts above these minimums, actual bonuses related to the Corporate Objective will increase, with 70% of the Corporate Objective weighted to the revenue component, and 30% weighted to the EBITDA (excluding stock-based compensation) component. The maximum bonus payable is 200% of target bonus (175% in the case of Mr. Garcia) with respect to the Corporate Objective, and such maximum bonus will be reached if specified levels of each of the revenue component and EBITDA (excluding stock-based compensation) component, in excess of the amounts set forth in the company’s budget, are reached.

The Plan is subject to review and modification by the Compensation Committee of ZELTIQ at its discretion, and the Compensation Committee is authorized to increase or decrease the amount initially determined to be a bonus for each participant under the Plan at its discretion.

2016 Equity Grants

On February 29, 2016, the Board of Directors of ZELTIQ with respect to Mr. Foley, and on February 29, 2016, the Compensation Committee of ZELTIQ with respect to the other Executive Officers, granted stock options, restricted stock units (“RSUs”) and performance stock units (“PSUs”) to certain of the Executive Officers. The numbers of shares subject to these equity awards were as follows:

Officer	Title	Number of Shares Subject to Stock Options	Number of Shares Subject to RSUs	Number of Shares Subject to PSUs
Mark Foley	President and Chief Executive Officer	124,610	65,421	—
Keith J. Sullivan	Senior Vice President and Chief Commercial Officer	—	—	40,000
Sergio Garcia	Senior Vice President, General Counsel and Secretary	26,702	14,019	—

The stock options have an exercise price equal to the closing sale price of a share of ZELTIQ common stock on the date of grant, and vest over four years. The RSUs vest in equal annual installments over four years. The PSUs vest 10,000 shares per quarter for each quarter of 2016 if ZELTIQ achieves the specified level of revenues for the respective quarter.

Amendments to Employment Agreements

On February 25, 2016, the Board of Directors of ZELTIQ with respect to Mr. Foley, and on February 25, 2016, the Compensation Committee of ZELTIQ with respect to certain of the other Executive Officers approved changes to the employment agreements of such Executive Officers:

(1)

to provide that with respect to Mr. Foley, upon a termination of his employment in connection with a change of control which would trigger benefits pursuant to his employment agreement, those benefits are changed to be (a) twenty-four months salary from twelve months, (b) if ZELTIQ determines to pay bonuses that year, 200% of target bonus, from 100%, and (c) twenty-four months of COBRA health insurance premiums (or a shorter period if the Executive Officer becomes eligible for health insurance benefits through another employer) from twelve months, and

(2)

to provide that with respect to Mr. Foley, upon a termination of his employment in connection with a change of control which would trigger benefits pursuant to his employment agreement, those benefits are changed to be (a) twenty-four months salary from twelve months, (b) if ZELTIQ determines to pay bonuses that year, 200% of target bonus, from 100%, and (c) twenty-four months of COBRA health insurance premiums (or a shorter period if the Executive Officer becomes eligible for health insurance benefits through another employer) from twelve months, and

With respect to Mr. Foley’s agreement, the following additional changes were also made to provide that in the event of a termination other than for cause that does not occur in connection with a change of control, the Executive Officer will receive:

(1)	eighteen months base salary (from twelve months previously);
(2)	eighteen months of COBRA health insurance premiums (or a shorter period if the Executive Officer becomes eligible for health insurance benefits through another employer) (from twelve months previously).

With respect to Messrs. Sullivan’s and Garcia’s agreements, the following additional changes were also made to provide that in the event of a termination other than for cause that does not occur during the Covered Period, the Executive Officer will receive:

(1)	twelve months base salary (from nine months previously);
(2)	if ZELTIQ determines to pay bonuses that year, 100% of target bonus (from a pro rata payout for time worked in the year of termination, previously); and
(3)	twelve months of COBRA health insurance premiums (or a shorter period if the Executive Officer becomes eligible for health insurance benefits through another employer) (from nine months previously).

Item 9.01. Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Press Release issued on February 29, 2016, announcing financial results for the fourth quarter and full year 2015.

SIGNATURE

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.

	ZELTIQ AESTHETICS, INC.
Dated: February 29, 2016	By:	/s/ Sergio Garcia
		Sergio Garcia
		Senior Vice President, General Counsel & Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued on February 29, 2016, announcing financial results for the fourth quarter and full year 2015.

EX-99.1

Exhibit 99.1

ZELTIQ ANNOUNCES FOURTH QUARTER AND FULL YEAR 2015 FINANCIAL RESULTS

Full Year 2015 Revenue of $255.4 million, up 46% year-over-year

Announces New CoolAdvantage™Family of Applicators with 35 Minute Treatment Times

• Fourth quarter revenue of $78.2 million, up 54% year-over-year; Full year revenue of $255.4 million, up 46% year-over-year

• Fourth quarter net income of $40.6 million, or $0.99 per diluted share; Full year net income of $41.8 million, or $1.02 per diluted share

• Fourth quarter Adjusted EBITDA margin of 7.0%; Full year Adjusted EBITDA margin of 7.6%

• 387 systems shipped, compared to 354 systems in fourth quarter 2014, bringing total system installed base to 4,634 systems

• 273,112 revenue cycles shipped, up 57% from fourth quarter 2014

PLEASANTON, CA (February 29, 2016) – ZELTIQ^®, (Nasdaq: ZLTQ) a medical technology company focused on developing and commercializing products utilizing its proprietary controlled-cooling technology platform, today announced financial results for the fourth quarter and full year 2015.

Mark Foley, President and Chief Executive Officer, said, “I am very pleased with our ability to deliver another year of significant growth while continuing to penetrate and expand the non-invasive fat reduction market. In 2015, we generated 46% year-over-year revenue growth on top of a very strong 2014. Once again, our results were driven by broad-based execution as we shipped a record number of systems, generated strong year-over-year utilization growth and experienced a significant increase in our international revenue. Our fourth quarter and full year adjusted EBITDA was impacted by higher variable compensation expense due to over performance, accelerated launch of our national direct-to-consumer campaign, inventory write-offs and an increase in certain accounting reserves. In the fourth quarter, we had a very successful launch of our CoolMini™ applicator as we shipped nearly 1,400 units, or $12 million, in add-on applicator revenue. Physician and patient feedback has been very positive and we expect that the CoolMini applicator will enable us to further differentiate CoolSculpting as the leading non-invasive, fat reduction brand and expand our addressable market, particularly with facially focused aesthetic physicians. We also announced the launch of our North America direct-to-consumer campaign which we expect to significantly increase CoolSculpting brand awareness. The campaign will leverage successful learnings from our two direct-to-consumer pilots conducted in 2015 and we are very pleased with the early results from our national roll out. Our international business remains in its early stages of growth and provides us with a significant expansion opportunity going forward. We are very excited about our recently announced hiring of Todd Zavodnick as President, International, as we continue to make great strides in building out our international infrastructure.”

Mr. Foley continued, “As I look to 2016 and beyond I am incredibly optimistic about what ZELTIQ and our CoolSculpting technology can achieve. The recently announced CoolMini Stand-Alone system has the potential to enhance physician adoption while further differentiating our unique and proprietary technology. As a company that thrives on innovation we are proud to announce the introduction of our new CoolAdvantage family of applicators which we plan to roll out late in second quarter this year. These next generation applicators will incorporate a shorter, 35 minute treatment time as well as improvements in the overall procedure resulting from a more consistent tissue draw, reduced suction force and an increase in the treated surface area. Longer term, we are building off of our CoolSculpting platform and continue to make good progress with our acne and cellulite programs, each representing large, incremental market opportunities. I believe that ZELTIQ remains in its early stages of growth as we continue to penetrate the non-invasive fat reduction market while expanding our market opportunity through innovation.”

Mr. Foley concluded, “I am very excited about our opportunities in 2016 as we look to enhance our brand awareness, introduce new applicators and set ourselves up to capitalize on the large, international opportunity. As well, we are implementing a global

tax strategy which involves moving our consumable manufacturing this year and that will result in a significantly lower effective tax rate over the long term. We have modestly adjusted our profitability target for 2016 to account for the investments in our tax structure and international infrastructure. We remain confident in our 2016 full year revenue guidance of approximately $315 million and believe that these investments will be important drivers of competitive advantage and market adoption for years to come.”

Fourth Quarter Financial Review

Total revenue for the fourth quarter 2015 was $78.2 million, consisting of $43.2 million of system revenue and $35.0 million of consumable revenue. This compares to total revenue of $50.8 million, consisting of $28.4 million of system revenue and $22.4 million of consumable revenue for the fourth quarter 2014. Total revenue cycles shipped increased 57% to 273,112 for the fourth quarter 2015, compared to 173,895 for the fourth quarter 2014.

Gross profit was $52.4 million, or 67% of revenue, for the fourth quarter 2015, compared to gross profit of $35.9 million, or 71% of revenue, for the fourth quarter 2014. Operating expenses for the fourth quarter 2015 were $50.6 million, compared to $34.3 million for the fourth quarter 2014.

Income from operations for the fourth quarter 2015 was $1.8 million, compared to income from operations of $1.6 million for the fourth quarter 2014. Net income for the fourth quarter 2015 was $40.6 million, or $0.99 per share, compared to net income of $1.3 million, or $0.03 per share for the fourth quarter 2014. Net income was favorably impacted by approximately $38.7 million of which $40.4 million related to the release of the Company’s deferred tax assets valuation allowance primarily due to net operating loss carryforwards offset by current period tax expense of $1.7 million. Weighted average diluted shares outstanding was 41.0 million for the fourth quarter 2015, compared to weighted average diluted shares outstanding of 41.4 million for the fourth quarter 2014.

On a non-GAAP basis, the company reported adjusted EBITDA of $5.5 million, or 7.0% of revenue, for the fourth quarter 2015, compared to $4.4 million, or 8.7% of revenue, for the fourth quarter 2014.

Cash and cash equivalents, short-term investments, and long-term investments were $52.1 million as of December 31, 2015 compared to $49.7 million as of December 31, 2014, and $50.5 million as of September 30, 2015.

Full Year Financial Review

Total revenue for the full year 2015 was $255.4 million, consisting of $130.7 million of system revenue and $124.7 million of consumable revenue. This compares to total revenue of $174.5 million, consisting of $93.0 million of system revenue and $81.5 million of consumable revenue for the full year 2014. Total revenue cycles shipped increased 57% to 980,339 for the full year 2015, compared to 625,186 for the full year 2014.

Gross profit was $181.0 million, or 71% of revenue, for the full year 2015, compared to gross profit of $124.4 million, or 71% of revenue, for the full year 2014. Operating expenses for the full year 2015 were $177.3 million, compared to $122.3 million for the full year 2014.

Income from operations for the full year 2015 was $3.7 million, compared to income from operations of $2.1 million for the full year 2014. Net income for the full year 2015 was $41.8 million, or $1.02 per share, compared to net income of $1.5 million for the full year 2014, or $0.04 per share. Net income was favorably impacted by approximately $38.5 million of which $40.4 million related to the release of the Company’s deferred tax assets valuation allowance primarily due to net operating loss carryforwards offset by current period tax expense of $1.9 million. Weighted average diluted shares outstanding was 40.8 million for the full year 2015, compared to weighted average diluted shares outstanding of 41.0 million for the full year 2014.

On a non-GAAP basis, ZELTIQ reported adjusted EBITDA of $19.3 million, or 7.6% of revenue, for the full year 2015, compared to $13.3 million, or 7.6% of revenue, for the full year 2014.

Full Year 2016 Financial Guidance

ZELTIQ is providing financial guidance for the full year 2016, as follows:

• Revenue guidance of approximately $315 million

• Consumable revenue of approximately 55% of total revenue

• Gross profit margin of approximately 72% of total revenue

• Operating expenses of approximately 69% of total revenue

• Stock-based compensation, depreciation, and amortization expense of approximately 7% of total revenue

• Adjusted EBITDA margin of approximately 10% of total revenue

Additional information regarding ZELTIQ’s results and guidance can be found in ZELTIQ’s Supplemental Financial and Operational Information schedule by CLICKING HERE or by visiting the Investor Relations section of ZELTIQ’s website at www.zeltiq.com.

Conference Call

ZELTIQ will hold a conference call on Monday, February 29, 2016 at 1:30 p.m. PT / 4:30 p.m. ET to discuss the results. The dial-in numbers are (877) 280-7291 for domestic callers and (707) 287-9361 for international callers. The conference ID number is 50015275. A live webcast of the conference call will be available online from the investor relations page of ZELTIQ’s corporate website at www.coolsculpting.com.

A replay of the webcast will remain available on ZELTIQ’s website, www.coolsculpting.com, until ZELTIQ releases its first quarter 2016 financial results. In addition, a telephonic replay of the call will be available until March 7, 2016. The replay dial-in numbers are (855) 859-2056 for domestic callers and (404) 537-3406 for international callers. Please use the replay conference ID number 50015275.

Use of Non-GAAP Financial Measures

ZELTIQ has supplemented its GAAP net income (loss) with a non-GAAP measure of Adjusted EBITDA. Management believes that this non-GAAP financial measure provides useful supplemental information to management and investors regarding the performance of ZELTIQ, facilitates a more meaningful comparison of results for current periods with previous operating results, and assists management in analyzing future trends, making strategic and business decisions and establishing internal budgets and forecasts. A reconciliation of non-GAAP Adjusted EBITDA to GAAP net income (loss) in the most directly comparable GAAP measure is provided in the schedule below.

There are limitations in using this non-GAAP financial measure because it is not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies. This non-GAAP financial measure should not be considered in isolation or as a substitute for GAAP financial measures. Investors and potential investors should consider non-GAAP financial measures only in conjunction with the ZELTIQ’s consolidated financial statements prepared in accordance with GAAP and the reconciliations of the non-GAAP financial measure provided in the schedule below.

About ZELTIQ® Aesthetics

ZELTIQ is a medical technology company focused on developing and commercializing products utilizing its proprietary controlled-cooling technology platform. ZELTIQ’s first commercial product, the CoolSculpting® System, is designed to selectively reduce stubborn fat bulges. CoolSculpting is based on the scientific principle that fat cells are more sensitive to cold than the overlying skin and surrounding tissues. It utilizes patented technology of precisely controlled cooling to reduce the temperature of fat cells in the treated area, which is intended to cause fat cell elimination through a natural biological process known as apoptosis. ZELTIQ developed CoolSculpting to safely, noticeably, and measurably reduce the fat layer.

Forward-Looking Statements

The statements made in this press release regarding ZELTIQ’s expectation that the CoolMini applicator as well as its newly launched CoolMini Stand-Alone system will further differentiate CoolSculpting as the leading non-invasive, fat reduction brand and expanding its addressable market, the launch of its national direct to consumer campaign in 2016 will significantly increase consumer awareness of its leading technology, belief that the campaign will leverage successful tactics from two direct-to-consumer pilots and enhance its continued focus on core marketing, optimism and potential for its CoolSculpting technology and CoolMini Stand-Alone system, the timing of the launch of the CoolAdvantage line of applicators, its belief that ZELTIQ still has room to grow, as well as the statements regarding its expected 2016 financial results under “Revised Full Year 2016 Financial Guidance,” are forward-looking statements. The words “believe,” “expect,” “optimistic,” “potential,” “will,” “plan,” “opportunities,” and “guidance” and similar words that denote future events or results identify these forward-looking statements. You should not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond ZELTIQ’s control and that could materially affect ZELTIQ’s actual business operations and financial performance and condition. Factors that could materially affect ZELTIQ’s business operations and financial performance and condition include, but are not limited to: less than anticipated growth in the number of physicians electing to

purchase CoolSculpting Systems; patient demand for CoolSculpting procedures may be lower than ZELTIQ expects; product or procedure announcements by competitors may decrease demand for CoolSculpting procedures; ZELTIQ may incorrectly estimate or control its future expenditures; ZELTIQ may incorrectly estimate the timing of new product development and new product launch; ZELTIQ’s sales and marketing plans may fail to increase sales as ZELTIQ expects; individual patients may not experience the same results with CoolMini as the average patient in the clinical trials; as well as those other risks and uncertainties set forth in ZELTIQ’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on October 28, 2015. These forward-looking statements speak only as of the date of this press release. ZELTIQ expressly disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events or otherwise.

CONTACTS:

Investor Relations:

Patrick F. Williams

ZELTIQ, Senior Vice President and CFO

925-474-2500

Nick Laudico

The Ruth Group

646-536-7030

nlaudico@theruthgroup.com

ZELTIQ Aesthetics, Inc.

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

	December 31, 2015		December 31, 2014
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	35,710	$	28,649
Short-term investments	12,867		16,286
Accounts receivable, net	33,359		21,472
Inventory, net	28,095		15,536
Prepaid expenses and other current assets	11,771		6,994
Total current assets	121,802		88,937
Long-term investments	3,490		4,805
Restricted cash	452		560
Property and equipment, net	6,969		3,724
Intangible asset, net	5,092		5,780
Long-term deferred tax assets	40,475		66
Other assets	547		33
Total assets	$	178,827	$	103,905
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	10,903	$	5,824
Accrued and other current liabilities	34,691		21,450
Deferred revenue	7,682		5,069
Current portion of capital lease obligations	124		120
Total current liabilities	53,400		32,463
Long-term deferred revenue	226		622
Long-term capital lease obligations, less current portion	138		262
Other non-current liabilities	761		39
Total liabilities	$	54,525	$	33,386
STOCKHOLDERS’ EQUITY:
Total stockholders’ equity	124,302		70,519
Total liabilities and stockholders’ equity	$	178,827	$	103,905

ZELTIQ Aesthetics, Inc.

Condensed Consolidated Statement of Operations

(In thousands, except share and per share data)

(Unaudited)

	Three Months Ended						Year Ended
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Revenue	$	78,225		$	50,772		$	255,416		$	174,478
Cost of revenue	25,840			14,833			74,375			50,064
Gross profit	$	52,385		$	35,939		$	181,041		$	124,414
Operating expenses:
Research and development	5,557			5,335			22,909			18,196
Sales and marketing	38,204			23,325			125,458			83,579
General and administrative	6,824			5,672			28,980			20,515
Total operating expenses	50,585			34,332			177,347			122,290
Income from operations	1,800			1,607			3,694			2,124
Interest income, net	18			16			58			63
Other income (expense), net	87			(88		)	(420		)	(425		)
Income before income taxes	1,905			1,535			3,332			1,762
Provision for (benefit from) income taxes	(38,701		)	218			(38,470		)	231
Net income	$	40,606		$	1,317		$	41,802		$	1,531
Net income per share, basic	$	1.04		$	0.03		$	1.08		$	0.04
Weighted average shares of common stock outstanding used in computing net income per share, basic	39,093,825			37,958,395			38,754,643			37,563,590
Net income per share, diluted	$	0.99		$	0.03		$	1.02		$	0.04
Weighted average shares of common stock outstanding used in computing net income per share, diluted	40,966,744			41,434,178			40,795,646			40,996,972

ZELTIQ Aesthetics, Inc.

Condensed Consolidated Statement of Cash Flows

(In thousands)

(Unaudited)

	Year Ended
	December 31, 2015			December 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	41,802		$	1,531
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	2,423			1,824
Stock-based compensation	13,219			9,383
Deferred income tax benefit	(40,405		)	(19		)
Amortization of investment premium, net	89			221
Provision for doubtful accounts receivable	859			324
Provision for excess and obsolete inventory	270			853
Loss on disposal and write-off of property and equipment	6			46
Changes in operating assets and liabilities:
Accounts receivable	(12,920		)	(11,219		)
Inventory	(12,941		)	(6,898		)
Prepaid expenses and other assets	(5,338		)	(2,419		)
Deferred revenue	2,254			2,908
Accounts payable, accrued and other liabilities	18,425			2,609
Net cash provided by (used in) operating activities	7,743			(856		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investments	(16,024		)	(13,444		)
Proceeds from sale of investments	—			1,000
Proceeds from maturity of investments	20,654			21,393
Purchase of property and equipment	(4,279		)	(2,340		)
Change in restricted cash	94			(252		)
Net cash provided by investing activities	445			6,357
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on capital leases	(120		)	—
Proceeds from issuance of common stock upon exercise of stock options	6,628			4,319
Tax payments related to shares withheld for vested restricted stock units	(8,283		)	(6,594		)
Tax effect of employee stock plans	1,357			87
Net cash used in financing activities	(418		)	(2,188		)
Effect of exchange rate on cash and cash equivalents	(709		)	(462		)
NET INCREASE IN CASH AND CASH EQUIVALENTS	7,061			2,851
CASH AND CASH EQUIVALENTS—Beginning of period	28,649			25,798
CASH AND CASH EQUIVALENTS—End of period	$	35,710		$	28,649

ZELTIQ Aesthetics, Inc.

Reconciliation of Net Income (Loss) to Adjusted Earnings Before Interest, Taxes, Depreciation,

Amortization and Stock-Based Compensation (Adjusted EBITDA)

(In thousands, except for percentages)

(Unaudited)

	Three Months Ended					Year Ended
	December 31,			December 31,		December 31,			December 31,
Dollars	2015			2014		2015			2014
Net income, as reported	$	40,606		$	1,317	$	41,802		$	1,531
Adjustments to net income:
Interest income, net and other income (expense), net	(105		)	72		362			362
Provision for (benefit from) income taxes	(38,701		)	218		(38,470		)	231
Depreciation and amortization	711			474		2,423			1,824
Stock-based compensation expense	2,958			2,354		13,219			9,383
Total adjustments to net income	(35,137		)	3,118		(22,466		)	11,800
Adjusted EBITDA	$	5,469		$	4,435	$	19,336		$	13,331

	Three Months Ended				Year Ended
	December 31,		December 31,		December 31,		December 31,
As a Percentage of Revenue	2015		2014		2015		2014
Net income, as reported	51.9	%	2.6	%	16.4	%	0.9	%
Adjustments to net income:
Interest income, net and other income (expense), net	(0.1	)%	0.2	%	0.1	%	0.2	%
Provision for (benefit from) income taxes	(49.5	)%	0.4	%	(15.1	)%	0.1	%
Depreciation and amortization	0.9	%	0.9	%	1.0	%	1.0	%
Stock-based compensation expense	3.8	%	4.6	%	5.2	%	5.4	%
Total adjustments to net income	(44.9	)%	6.1	%	(8.8	)%	6.7	%
Adjusted EBITDA Margin	7.0	%	8.7	%	7.6	%	7.6	%