# LongBench v2 / 66f17aab821e116aacb2772d

task_id: ae42f021-379a-5794-ad87-6f1ad3c30acf
task_key: train--66f17aab821e116aacb2772d
task_revision_id: 3

{"choice_A":"The company’s stock performance exceeded the industry average.","choice_B":"The company achieved growth in both revenue and profit.","choice_C":"The company’s multiple new neuroscience products have received U.S. FDA approval, including the Inceptiv closed-loop rechargeable SCS, Symplicity Spyral renal denervation system, OsteoCool RF Tumor ablation system., and others.","choice_D":"Driven by growth in international business, the company’s revenue achieved a growth.","context":"UNITED STATES\nSECURITIES AND EXCHANGE COMMISSION\nWashington, D.C. 20549\nFORM 10-K\n☒\nAnnual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934.\nFor the fiscal year ended April 26, 2024.\n \n \n☐\nTransition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.\nFor the transition period from __________ to __________\nCommission File No. 1-36820\n®\nMedtronic plc\n(Exact name of registrant as specified in its charter)\nIreland\n \n98-1183488\n(State or other jurisdiction of incorporation or\norganization)\n \n(I.R.S. Employer Identification No.)\n20 On Hatch, Lower Hatch Street\nDublin 2, Ireland\n(Address of principal executive offices)\n+353 1 438-1700\n(Registrant's telephone number, including area code)\nSecurities registered pursuant to Section 12(b) of the Act:\nTitle of each class\nTrading Symbol\nName of each exchange on which registered\nOrdinary shares, par value $0.0001 per share\nMDT\nNew York Stock Exchange\n0.250% Senior Notes due 2025\nMDT/25\nNew York Stock Exchange\n0.000% Senior Notes due 2025\nMDT/25A\nNew York Stock Exchange\n2.625% Senior Notes due 2025\nMDT/25B\nNew York Stock Exchange\n1.125% Senior Notes due 2027\nMDT/27\nNew York Stock Exchange\n0.375% Senior Notes due 2028\nMDT/28\nNew York Stock Exchange\n3.000% Senior Notes due 2028\nMDT/28A\nNew York Stock Exchange\n3.650% Senior Notes due 2029\nMDT/29\nNew York Stock Exchange\n1.625% Senior Notes due 2031\nMDT/31\nNew York Stock Exchange\n1.000% Senior Notes due 2031\nMDT/31A\nNew York Stock Exchange\n3.125% Senior Notes due 2031\nMDT/31B\nNew York Stock Exchange\n0.750% Senior Notes due 2032\nMDT/32\nNew York Stock Exchange\n3.375% Senior Notes due 2034\nMDT/34\nNew York Stock Exchange\n3.875% Senior Notes due 2036\nMDT/36\nNew York Stock Exchange\n2.250% Senior Notes due 2039\nMDT/39A\nNew York Stock Exchange\n1.500% Senior Notes due 2039\nMDT/39B\nNew York Stock Exchange\n1.375% Senior Notes due 2040\nMDT/40A\nNew York Stock Exchange\n4.150% Senior Notes due 2043\nMDT/43A\nNew York Stock Exchange\n1.750% Senior Notes due 2049\nMDT/49\nNew York Stock Exchange\n1.625% Senior Notes due 2050\nMDT/50\nNew York Stock Exchange\n4.150% Senior Notes due 2053\nMDT/53\nNew York Stock Exchange\nSecurities registered pursuant to section 12(g) of the Act:\nNone\nIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐\n\n\nIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒\nIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934\nduring the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements\nfor the past 90 days. Yes ☒ No ☐\nIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation\nS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐\nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging\ngrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and \"emerging growth company\" in Rule 12b-2 of\nthe Exchange Act.\nLarge accelerated filer\n☒\nAccelerated filer\n☐\nNon-accelerated filer\n☐\nSmaller reporting company\n☐\nEmerging growth company\n☐\nIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised\nfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\nIndicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over\nfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit\nreport. ☒\nIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect\nthe correction of an error to previously issued financial statements. ☐\nIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of\nthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐\nAggregate market value of voting and non-voting common equity of Medtronic plc held by non-affiliates of the registrant as of October 27, 2023, based on the\nclosing price of $69.43 as reported on the New York Stock Exchange: approximately $92.4 billion. Number of Ordinary Shares outstanding on June 17, 2024:\n1,282,269,783\nDOCUMENTS INCORPORATED BY REFERENCE\nPortions of the registrant’s Proxy Statement for its 2024 Annual General Meeting are incorporated by reference into Part III hereof.\n\n\nTABLE OF CONTENTS\nItem\n \nDescription\n \nPage\n \n \n \n \n \n \n \nPART I\n \n \n1.\n \nBusiness\n \n3\n1A.\n \nRisk Factors\n \n13\n1B.\n \nUnresolved Staff Comments\n \n25\n1C.\nCybersecurity\n25\n2.\n \nProperties\n \n25\n3.\n \nLegal Proceedings\n \n26\n4.\n \nMine Safety Disclosures\n \n26\n \n \nPART II\n \n \n5.\n \nMarket for Medtronic’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities\n \n27\n6.\n(Reserved)\n28\n7.\n \nManagement’s Discussion and Analysis of Financial Condition and Results of Operations\n \n29\n7A.\n \nQuantitative and Qualitative Disclosures About Market Risk\n \n49\n8.\n \nFinancial Statements and Supplementary Data\n \n50\nReport of Independent Registered Public Accounting Firm (PCAOB ID 238)\n50\nConsolidated Financial Statements\n52\nNotes to Consolidated Financial Statements\n57\n9.\n \nChanges in and Disagreements with Accountants on Accounting and Financial Disclosure\n \n103\n9A.\n \nControls and Procedures\n \n103\n9B.\n \nOther Information\n \n103\n9C.\nDisclosure Regarding Foreign Jurisdictions that Prevent Inspection\n103\n \n \nPART III\n \n \n10.\n \nDirectors, Executive Officers, and Corporate Governance\n \n104\n11.\n \nExecutive Compensation\n \n105\n12.\n \nSecurity Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters\n \n105\n13.\n \nCertain Relationships and Related Transactions, and Director Independence\n \n105\n14.\n \nPrincipal Accounting Fees and Services\n \n105\n \n \nPART IV\n \n \n15.\n \nExhibits and Financial Statement Schedules\n \n106\n16.\nForm 10-K Summary\n114\nSignatures\n115\n\n\nTable of Contents\nCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS\nThis Annual Report on Form 10-K, and other written reports of Medtronic plc, organized under the laws of Ireland (together with its consolidated\nsubsidiaries, Medtronic, the Company, or we, us, or our), and oral statements made by or with the approval of one of the Company’s executive\nofficers from time to time, may include “forward-looking” statements. All statements other than statements of historical fact contained in this\nAnnual Report on Form 10-K, including statements regarding our future results of operations and financial position, business strategy and plans,\nobjectives of management for future operations and current expectations or forecasts of future results, are forward-looking statements. These\nstatements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or\nachievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking\nstatements. Our forward-looking statements may include statements related to our growth and growth strategies, developments in the markets for\nour products, therapies and services, financial results, product development launches and effectiveness, research and development strategy,\nregulatory approvals, competitive strengths, the potential or anticipated direct or indirect impact of public health crises and geopolitical conflicts on\nour business, results of operations and/or financial condition, restructuring and cost-saving initiatives, intellectual property rights, litigation and tax\nmatters, governmental proceedings and investigations, mergers and acquisitions, divestitures, market acceptance of our products, therapies and\nservices, accounting estimates, financing activities, ongoing contractual obligations, working capital adequacy, value of our investments, our\neffective tax rate, our expected returns to shareholders, and sales efforts. In some cases, such statements may be identified by the use of terminology\nsuch as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “plan,” “possible,” “potential,”\n“project,” “should,” “will,” and similar words or expressions. Forward-looking statements in this Annual Report include, but are not limited to,\nstatements regarding: our ability to drive long-term shareholder value; development and future launches of products and continued or future\nacceptance of products, therapies and services in our segments; expected timing for completion of research studies relating to our products;\nintegration of new technologies, including artificial intelligence (AI) and data analytics, into our products, therapies and services; market positioning\nand performance of our products, including stabilization of certain product markets; divestitures and the potential benefits thereof; the costs and\nbenefits of integrating previous acquisitions; anticipated timing for United States (U.S.) Food and Drug Administration (U.S. FDA) and non-U.S.\nregulatory approval of new products; increased presence in new markets, including markets outside the U.S.; changes in the market and our market\nshare; our ability to meet growing demand for our existing products; acquisitions and investment initiatives, including the timing of regulatory\napprovals as well as integration of acquired companies into our operations; the resolution of tax matters; the effectiveness of our development\nactivities in reducing patient care costs and hospital stay lengths; our approach towards cost containment; our expectations regarding healthcare\ncosts, including potential changes to reimbursement policies and pricing pressures; our expectations regarding changes to patient standards of care;\nour ability to identify and maintain successful business partnerships; the elimination of certain positions or costs related to restructuring initiatives;\noutcomes in our litigation matters and governmental proceedings and investigations; general economic conditions; the adequacy of available\nworking capital and our working capital needs; our payment of dividends and redemption of shares; the continued strength of our balance sheet and\nliquidity; our accounts receivable exposure; our human capital management with respect to our global workforce; and the potential impact of our\ncompliance with governmental regulations and accounting guidance.\nWe have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we\nbelieve may affect our business, results of operations, financial condition, and/or cash flows. These forward-looking statements speak only as of the\ndate of this Annual Report on Form 10-K and are subject to a number of risks, uncertainties and assumptions described in the “Risk Factors” section\nand elsewhere in this Annual Report on Form 10-K. Because forward-looking statements are inherently subject to risks and uncertainties, some of\nwhich cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. One must carefully\nconsider forward-looking statements and understand that such forward-looking statements are inherently subject to risks and uncertainties, some of\nwhich cannot be predicted or quantified, and involve a variety of risks and uncertainties, known and unknown, including, among others, those\ndiscussed in the sections entitled “Government Regulation” within “Item 1. Business” and “Item 1A. Risk Factors” in this Annual Report on Form\n10-K, as well as those related to:\n•\ncompetition in the medical device industry,\n•\ndelays in regulatory approvals,\n•\npublic health crises,\n•\nreduction or interruption in our supply,\n•\nfailure to complete or achieve the intended benefits of acquisitions or divestitures,\n•\nadverse regulatory action,\n•\nlaws and governmental regulations,\n•\nlitigation results,\n•\nquality problems,\n•\nhealthcare policy changes,\n•\ncybersecurity and privacy incidents,\n•\ninternational operations, including the impact of armed conflicts,\n1\n\n\nTable of Contents\n•\nself-insurance,\n•\ncommercial insurance,\n•\nchanges in applicable tax rates,\n•\npositions taken by taxing authorities,\n•\ndecreasing selling prices and pricing pressure,\n•\nliquidity shortfalls,\n•\nfluctuations in currency exchange rates,\n•\ninflation, or\n•\ndisruption of our current plans and operations.\nConsequently, no forward-looking statement may be guaranteed, and actual results may vary materially from those projected in the forward-looking\nstatements. We intend to take advantage of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding our\nforward-looking statements and are including this sentence for the express purpose of enabling us to use the protections of the safe harbor with\nrespect to all forward-looking statements. While we may elect to update these forward-looking statements at some point in the future, whether as a\nresult of any new information, future events, or otherwise, we have no current intention of doing so except to the extent required by applicable law.\n2\n\n\nTable of Contents\nPART I\nItem 1. Business\nMedtronic plc, headquartered in Dublin, Ireland, is the leading global healthcare technology company. Medtronic was founded in 1949 and today\nserves healthcare systems, physicians, clinicians, and patients in more than 150 countries worldwide. We remain committed to a mission written by\nour founder in 1960 that directs us “to contribute to human welfare by the application of biomedical engineering in the research, design,\nmanufacture, and sale of products to alleviate pain, restore health, and extend life.”\nOur Mission — to alleviate pain, restore health, and extend life — empowers insight-driven care and better outcomes for our world. We remain\ncommitted to being recognized as a company of dedication, honesty, integrity, and service. Building on this strong foundation, we are embracing our\nrole as a healthcare technology leader and evolving our business strategy in four key areas:\n•\nLeveraging our pipeline to accelerate revenue growth: The combination of our end markets, recent product launches and robust pipeline is\nexpected to continue accelerating our growth over both the near-and long-term. We aim to bring inventive and disruptive technology to\nlarge healthcare opportunities which enables us to better meet patient needs. Patients around the world deserve access to our life-saving\nproducts, and we are driven to use our local presence and scale to increase the adoption of our products and services in markets around the\nglobe.\n•\nServing more patients by accelerating innovation driven growth and delivering shareholder value: We listen to our patients and customers\nto better understand the challenges they face. From the patient journey, to creating agile partnerships that produce novel solutions, to\nmaking it easier for our customers to deploy our therapies — what we do is anchored in deep insight, and creates simpler, superior\nexperiences.\n•\nCreating and disrupting markets with our technology: We are confident in our ability to maximize new technology, artificial intelligence\n(AI), and data and analytics to tailor therapies in real-time, facilitating remote monitoring and care delivery that conveniently manages\nconditions, and creates new standards of care.\n•\nEmpowering our operating units to be more nimble and more competitive: Our operating model is organized to accelerate decision making,\nimprove commercial execution, and more effectively leverage the scale of our company.\nWe have four reportable segments that primarily develop, manufacture, distribute, and sell device-based medical therapies and services: the\nCardiovascular Portfolio, the Neuroscience Portfolio, the Medical Surgical Portfolio, and the Diabetes Operating Unit. For more information\nregarding our segments, please see Note 19 to the consolidated financial statements in \"Item 8. Financial Statements and Supplementary Data\" in\nthis Annual Report on Form 10-K.\nCARDIOVASCULAR PORTFOLIO\nThe Cardiovascular Portfolio is made up of the Cardiac Rhythm & Heart Failure, Structural Heart & Aortic, and Coronary & Peripheral Vascular\ndivisions. The primary medical specialists who use our Cardiovascular products include electrophysiologists, implanting cardiologists, heart failure\nspecialists, cardiovascular, cardiothoracic, and vascular surgeons, and interventional cardiologists and radiologists.\n3\n\n\nTable of Contents\nCardiac Rhythm & Heart Failure\nOur Cardiac Rhythm & Heart Failure division includes the following Operating Units: Cardiac Rhythm Management and Cardiac Ablation\nSolutions. The division develops, manufactures, and markets products for the diagnosis, treatment, and management of heart rhythm disorders and\nheart failure. Our products include implantable devices, leads and delivery systems, products for the treatment of atrial fibrillation (AF), products\ndesigned to reduce surgical site infections, and information systems for the management of patients with Cardiac Rhythm & Heart Failure devices.\nPrincipal products and services offered include:\n•\nImplantable cardiac pacemakers including the Azure MRI SureScan, Adapta, Advisa MRI SureScan, and the Micra transcatheter pacing\nsystem. Azure pacemakers feature Medtronic-exclusive BlueSync technology, which enables automatic, secure wireless remote monitoring\nwith increased device longevity. The 3830 lead, previously labeled for His-bundle pacing, has now been expanded to include left bundle\nbranch area pacing effectively covering all current forms of conduction system pacing. The Micra transcatheter pacing system, which is\nleadless and does not have a subcutaneous device pocket like a conventional pacemaker, includes the Micra VR and the Micra AV device\nfamilies. Both of these pacemakers treat patients with atrioventricular block.\n•\nImplantable cardioverter defibrillators (ICDs), including the Aurora Extravascular-ICD, Visia AF MRI SureScan, Evera MRI SureScan,\nPrimo MRI, and the Cobalt and Crome family of BlueSync-enabled ICDs, as well as defibrillator leads, including the Sprint Quattro Secure\nlead.\n•\nImplantable cardiac resynchronization therapy devices (CRT-Ds and CRT-Ps) including the Claria/Amplia/Compia family of MRI Quad\nCRT-D SureScan systems and the Cobalt and Crome portfolio of BlueSync-enabled CRT-Ds, as well as the Percepta/Serena/Solara family\nof MRI Quad CRT-P SureScan systems.\n•\nCardiac ablation products include a full suite of electrophysiology solutions to treat patients with arrhythmias, including paroxysmal and\npersistent AF. The portfolio includes the PulseSelect Pulsed Field Ablation System, Arctic Front Advanced Cardiac Cryoablation System,\nthe DiamondTemp Ablation system, Sphere 9 catheter, the first of its kind with high density mapping capabilities combined with radio\nfrequency and pulsed field energies to deliver ablation lesions, and Affera Mapping and Navigation System with Prism-1 software aimed at\nintegrating clinical information to improve patient outcomes.\n•\nInsertable cardiac monitoring systems, including the Reveal LINQ and LINQ II. These devices are for patients who experience transient\nsymptoms such as dizziness, palpitation, syncope (fainting) and chest pain, as well as Cryptogenic Stroke patients; which may indicate a\ncardiac arrhythmia that requires long-term monitoring or ongoing management. Both portfolio devices have unmatched accuracy and a\nstreamlined workflow with AccuRhythm AI algorithms to reduce clinic workload and data burden. LINQ II, the premium portfolio device,\noffers extended device longevity and remote programming capabilities.\n•\nTYRX products, including the Cardiac and Neuro Absorbable Antibacterial Envelopes, which are designed to stabilize electronic\nimplantable devices and help prevent infection associated with implantable pacemakers and defibrillators.\n•\nRemote monitoring services and patient-centered software to enable efficient care coordination as well as services related to hospital\noperational efficiency.\n•\nMedtronic stopped the distribution and sale of the HVAD System in June 2021. We continue a support program for patients with HVAD\ndevices, and for caregivers and healthcare professionals who participate in their care.\nStructural Heart & Aortic\nOur Structural Heart & Aortic division includes the following Operating Units: Structural Heart & Aortic and Cardiac Surgery. The division includes\ntherapies to treat heart valve disorders and aortic disease. Our devices include products for the repair and replacement of heart valves, perfusion\nsystems, positioning and stabilization systems for beating heart revascularization surgery, surgical ablation products, and comprehensive line of\nproducts and therapies to treat aortic disease, such as aneurysms, dissections, and transections. Principal products offered include:\n•\nCoreValve family of aortic valves, including the Evolut PRO, Evolut PRO+, Evolut FX, and Evolut FX+ TAVR systems for transcatheter\naortic valve replacement.\n•\nSurgical valve replacement and repair products for damaged or diseased heart valves, including both tissue and mechanical valves; blood-\nhandling products that form a circulatory support system to maintain and monitor blood circulation and coagulation status, oxygen supply,\nand body temperature during arrested heart surgery; and surgical ablation systems and positioning and stabilization technologies.\n•\nEndovascular stent grafts and accessories, including the Endurant II Stent Graft System for the treatment of abdominal aortic aneurysms,\nthe Valiant Captivia Thoracic Stent Graft System for thoracic endovascular aortic repair procedures, and the Heli-FX EndoAnchor System.\n4\n\n\nTable of Contents\n•\nTranscatheter Pulmonary Valves, including Harmony Transcatheter Pulmonary Valve (TPV) and Delivery Catheter System and Melody\nTPV/Ensemble II Delivery System.\nCoronary & Peripheral Vascular\nOur Coronary & Peripheral Vascular division includes the following Operating Units: Coronary & Renal Denervation and Peripheral Vascular\nHealth. The division is comprised of a comprehensive line of products and therapies to treat coronary artery disease as well as peripheral vascular\ndisease and venous disease. Our products include coronary stents and related delivery systems, including a broad line of balloon angioplasty\ncatheters, guide catheters, guide wires, diagnostic catheters, and accessories, peripheral drug coated balloons, stent and angioplasty systems, carotid\nembolic protection systems for the treatment of vascular disease outside the heart, and products for superficial and deep venous disease. Principal\nproducts offered include:\n•\nPercutaneous Coronary Intervention products including our Onyx Frontier and Resolute Onyx drug-eluting stents, Euphora balloons, and\nLauncher guide catheters.\n•\nProducts to treat hypertension including our Symplicity Spyral Renal Denervation (RDN) system.\n•\nPercutaneous angioplasty balloons including the IN.PACT family of drug-coated balloons, vascular stents including the Abre venous stent,\ndirectional atherectomy products including the HawkOne directional atherectomy system, and other procedure support tools.\n•\nProducts to treat superficial venous diseases in the lower extremities including the ClosureFast radiofrequency ablation system and the\nVenaSeal Closure System.\nNEUROSCIENCE PORTFOLIO\nThe Neuroscience Portfolio is made up of the Cranial & Spinal Technologies, Specialty Therapies, and Neuromodulation divisions. The primary\nmedical specialists who use the products of this group include spinal surgeons, neurosurgeons, neurologists, pain management specialists,\nanesthesiologists, \northopedic \nsurgeons, \nurologists, \nurogynecologists, \ninterventional \nradiologists, \nand \near, \nnose, \nand \nthroat\nspecialists.                            \nCranial & Spinal Technologies\nOur Cranial & Spinal Technologies division and Operating Unit develops, manufactures, and markets an integrated portfolio of devices and\ntherapies for surgical technologies designed to improve the precision and workflow of neuro procedures, and a comprehensive line of medical\ndevices and implants used in the treatment of the spine and musculoskeletal system. The division also provides biologic solutions for the orthopedic\nmarkets and offers unique and highly differentiated imaging, navigation, power instruments, and robotic guidance systems used in spine and cranial\nprocedures. Principal products and services offered include:\n•\nNeurosurgery products, including platform technologies, implant therapies, and advanced energy products through the AiBLE spine\ntechnology ecosystem. This includes our StealthStation S8 surgical navigation system, Stealth Autoguide cranial robotic guidance platform,\nO-arm Imaging System, Mazor X robotic guidance systems used in robot-assisted spine procedures, UNiD adaptive spine intelligence AI-\ndriven technology for surgical planning and personalized spinal implants, and our Midas Rex surgical drills, including our MR8 high-speed\ndrill system.                        \n•\nProducts to treat a variety of conditions affecting the spine, including degenerative disc disease, spinal deformity, spinal tumors, fractures\nof the spine, and stenosis. These products include our CATALYFT PL expandable interbody spacers, CD Horizon ModuLeX spinal system,\nand T2 STRATOSPHERE expandable corpectomy system. These products can also include titanium interbody implants and surface\ntechnologies, such as our Adaptix interbody system and incorporated Titan interbody fusion device with nanoLOCK technology.\n5\n\n\nTable of Contents\n•\nProducts that facilitate less invasive thoracolumbar surgeries, including the CD Horizon Solera Voyager percutaneous fixation system and\nvarious retractor systems to access the spine through smaller incisions.\n•\nProducts to treat conditions in the cervical region of the spine, including the ZEVO anterior cervical plate system, the Infinity\nOccipitocervical-Upper Thoracic (OCT) System, and Prestige LP cervical discs.\n•\nBiologic solutions products, including our Infuse Bone Graft (InductOs in the European Union (E.U.)), which contains a recombinant\nhuman bone morphogenetic protein-2, rhBMP-2, for certain spinal, trauma, and oral maxillofacial applications.\n•\nDemineralized bone matrix products, including Magnifuse, GRAFTON/GRAFTON PLUS, and the Mastergraft family of synthetic bone\ngraft products – Matrix, Putty, Strip, and Granules.\nSpecialty Therapies\nOur Specialty Therapies division includes the following Operating Units: Neurovascular; Ear, Nose, and Throat (ENT); and Pelvic Health. The\ndivision develops, manufactures, and markets products and therapies to treat patients afflicted with acute ischemic and hemorrhagic stroke, ENT\ndiseases, and patients suffering from overactive bladder, and (non-obstructive) urinary retention. Principal products and services offered include:\n•\nNeurovascular products to treat diseases of the vasculature in and around the brain. This includes coils, neurovascular stent retrievers, and\nflow diversion products, as well as access and delivery products to support procedures. Products also include the Pipeline Flex and Pipeline\nVantage embolization devices with Shield Technology, endovascular treatments for large or giant wide-necked brain aneurysms, the\nportfolio of Solitaire revascularization devices for treatment of acute ischemic stroke, the Riptide aspiration system, the Onyx Liquid\nEmbolic System, and a portfolio of associated access catheters including our React aspiration catheters also for the treatment of acute\nischemic stroke.\n•\nENT products, including the Straightshot M5 microdebrider handpiece, the Integrated Power Console (IPC) system, NIM Vital nerve\nmonitoring systems, Propel and Sinuva Sinus Implants from the acquisition of Intersect ENT, StealthStation ENT and StealthStation\nFlexENT navigation systems, as well as products for hearing restoration.\n•\nPelvic health products, including our InterStim X and InterStim II recharge-free neurostimulators, InterStim Micro rechargeable\nneurostimulators, and SureScan MRI leads. Our NURO System delivers Percutaneous Tibial Neuromodulation therapy to treat overactive\nbladder and associated symptoms of urinary urgency, urinary frequency, and urge incontinence.\nNeuromodulation\nOur Neuromodulation division and Operating Unit develops, manufactures, and markets spinal cord stimulation and brain modulation systems,\nimplantable drug infusion systems for chronic pain, as well as interventional products. Principal products and services offered include:\n•\nSpinal cord stimulation products, including rechargeable and recharge-free devices and a large selection of leads used to treat chronic back\nand/or limb pain and chronic pain resulting from diabetic peripheral neuropathy. This includes the Intellis (rechargeable) and Vanta\n(recharge-free) spinal cord stimulation systems, with AdaptiveStim and SureScan MRI Technology, DTM (differential target multiplexed)\nproprietary waveform, the Evolve workflow algorithm, and Snapshot reporting, as well as the Inceptiv spinal cord stimulation system,\nwhich offers a closed-loop feature that senses biological signals along the spinal cord and automatically adjusts stimulation in real time.\n•\nBrain modulation products, including those for the treatment of the disabling symptoms of Parkinson's disease, essential tremor, refractory\nepilepsy, severe, treatment-resistant obsessive-compulsive disorder (approved under a Humanitarian Device Exemption (HDE) in the U.S.),\nand chronic, intractable primary dystonia (approved under a HDE in the U.S.). Specifically, this includes our family of Activa\nneurostimulators, including Activa SC (single-channel primary cell battery), Activa PC (dual channel primary cell battery), and Activa RC\n(dual channel rechargeable battery), as well as our family of Percept neurostimulators, the Percept PC, Percept RC, and our SenSight\ndirectional lead system with the proprietary BrainSense technology.\n•\nImplantable drug infusion systems, including our SynchroMed III Implantable Infusion System, that deliver small quantities of drug\ndirectly into the intrathecal space surrounding the spinal cord.\n•\nInterventional products, including the Kyphon Balloon, the Kyphon V Premium, and Kyphon Assist systems and the OsteoCool RF Tumor\nablation system.\n•\nThe Accurian nerve ablation system, which conducts radio frequency ablation of nerve tissues.\n6\n\n\nTable of Contents\nMEDICAL SURGICAL PORTFOLIO\nThe Medical Surgical Portfolio includes the Surgical & Endoscopy and Acute Care & Monitoring divisions. Products and therapies of this group are\nused primarily by healthcare systems, physicians' offices, ambulatory care centers, and other alternate site healthcare providers. While less frequent,\nsome products and therapies are also used in home settings.\nSurgical & Endoscopy\nOur Surgical & Endoscopy division includes the following Operating Units: Surgical and Endoscopy. The division develops, manufactures, and\nmarkets advanced and general surgical products, including advanced stapling devices, vessel sealing instruments, wound closure products,\nelectrosurgery products, AI-powered surgical video and analytics platform, and robotic-assisted surgery products, hernia mechanical devices, mesh\nimplants, gynecology products, minimally invasive gastrointestinal and hepatologic diagnostics and therapies, and therapies to treat diseases and\nconditions that are typically, but not exclusively, addressed by surgeons. Principal products and services offered include:\n•\nAdvanced stapling and energy products, including the Tri-Staple technology platform for endoscopic stapling, including the Endo GIA\nreloads and reinforced reloads with Tri-Staple technology and the Endo GIA ultra universal stapler, the Signia powered stapling system, the\nLigaSure exact dissector and L-Hook Laparoscopic Sealer/Divider, and the Sonicision 7 curved jaw cordless ultrasonic dissection system.\n•\nElectrosurgical hardware and instruments, including the Valleylab FT10 energy platform, the Valleylab LS10 generator, and the Force\nTriVerse electrosurgical pencils.\n•\nRobotic and digital surgery technologies, including the Hugo robotic-assisted surgery (RAS) system designed for a broad range of soft-\ntissue procedures, and Touch Surgery Enterprise, an AI-powered surgical video management solution for the operating room.\n•\nProducts designed for the treatment of hernias, including the AbsorbaTack absorbable mesh fixation device for hernia repair, the Symbotex\ncomposite mesh for surgical laparoscopic and open ventral hernia repair, and ProGrip laparoscopic self-fixating mesh, a self-gripping,\nbiocompatible solution for inguinal hernias.\n•\nSuture and wound closure products, including the V-Loc barbed sutures, the Polysorb braided absorbable sutures, and the Monosof\nabsorbable monofilament nylon sutures.\n•\nEndoscopy products, including the GI Genius intelligent endoscopy module, the PillCam capsule endoscopy systems, the Bravo\ncalibration-free reflux testing systems, the Endoflip Impedance Planimetry System, the Emprint ablation system with Thermosphere\nTechnology, the ManoScan Bravo system, the Barrx platform through ablation with the Barrx 360 Express catheter, the Cool-tip\nradiofrequency ablation system, the HET bipolar system, the Beacon delivery system, and the Nexpowder endoscopic hemostasis system.\nAcute Care & Monitoring\nOur Acute Care & Monitoring division develops, manufactures, and markets products in the fields of patient monitoring and airway management. In\nFebruary 2024, the Company announced the decision to exit its ventilator product line and combine the remaining Patient Monitoring & Respiratory\nInterventions businesses into one business unit called Acute Care & Monitoring. Principal products and services offered include:\n•\nProducts focused on blood oxygen management and remote monitoring, including Nellcor pulse oximetry monitors and sensors, Healthcast\nConnectivity Solutions, and the RespArray patient monitor.\n•\nProducts focused on reducing perioperative complications, including Bispectral Index (BIS) brain monitoring technology, INVOS\ncerebral/somatic oximetry systems, and WarmTouch convective warming.\n7\n\n\nTable of Contents\n•\nProducts focused on airway management and respiratory monitoring, including Microstream capnography monitors, McGRATH MAC\nvideo laryngoscopes, Shiley Endotracheal Tubes, Shiley Tracheostomy Tubes, and DAR Breathing Systems.\nDIABETES OPERATING UNIT\nThe Diabetes Operating Unit develops, manufactures, and markets products and services for the management of Type 1 and Type 2 diabetes. The\nprimary medical specialists who use and/or prescribe our Diabetes products are endocrinologists and primary care physicians.\nPrincipal products and services offered include:\n•\nInsulin pumps and consumables, including the MiniMed 780G system, powered by SmartGuard technology. The MiniMed 780G system\nprovides smartphone and Bluetooth connectivity, a meal-time detection system, an adjustable glucose target down to 100 mg/dl, and has the\ncapability to continuously deliver background insulin and monitor sugar levels.\n•\nContinuous glucose monitoring (CGM) system, the Guardian Connect CGM system, which is worn by patients capturing glucose data to\nreveal patterns and potential problems, such as hyperglycemic and hypoglycemic episodes.\n•\nThe InPen smart insulin pen system combines a reusable Bluetooth-enabled insulin pen with an intuitive mobile app that helps users\nadminister the appropriate insulin dose. The InPen application integrates with our CGM data to provide real-time CGM readings alongside\ninsulin dose information.\nHUMAN CAPITAL\nMedtronic Workforce Overview\nMedtronic’s employees deliver on our Mission every day. We empower insight-driven care, experiences that put people first, and better outcomes\nfor our world. In everything we do, we are engineering the extraordinary. We strive to be the employer of choice for the best and brightest global\ntalent, where employees can grow and develop fulfilling careers. We aspire to create an inclusive, diverse, and equitable workplace that fosters\ninnovation and creativity, and where employees feel a sense of belonging and well-being. Medtronic has 95,000+ full-time employees, of which\n44% are based in the U.S. or Puerto Rico.\nInclusion, Diversity & Equity\nWe believe that improving health for people from all walks of life depends on our ability to unleash the creative power of our diverse global\nemployees. By breaking down barriers to Inclusion, Diversity and Equity (ID&E), we open doors for everyone, driving progress and prosperity\naround the world. We integrate ID&E principles throughout our Company to ensure every operating unit, team, and leader recognizes and celebrates\nthe value of diverse experiences and backgrounds. As of the end of fiscal year 2024, 41% of our U.S. workforce is ethnically diverse; women\ncomprise 51% of our global workforce; 44% of our manager and above employees are women; and 28% of our U.S. managers are ethnically\ndiverse. Additionally, Medtronic employee resource groups (ERGs) are employee-led affinity groups that provide career development and\nnetworking opportunities for members and strengthen ties between employees of many different backgrounds, cultures, and interests. In fiscal year\n2024, there were 13 ERGs and Diversity Networks across 300+ hubs or chapters in over 65 countries with more than 35,000 employees involved.\nPay Equity\nIn our most recent reported period available, in the United States, we have achieved 100% pay equity for gender and ethnically diverse employees.\nGlobally we have achieved 99% pay equity for gender. We are actively working to resolve any remaining pay inequities by continuing to expand the\nannual pay equity analyses for each country we operate in.\nWorkforce Compensation\nOur compensation framework is designed to celebrate the value and contributions of our employees. We are committed to transparent\ncommunications on compensation. Our competitive approach to compensation reflects industry benchmarks and local market standards. Our\n8\n\n\nTable of Contents\nprograms include annual and long-term equity-based incentives that provide the means to share in the Company’s success, based on business and\nindividual performance. To attract and retain the best leaders, we offer competitive benefits and cash and equity incentives. We reward high-\nperforming employees with an ownership stake in the Company through restricted stock, and employees have the opportunity to purchase stock at a\nsignificant discount through our Employee Stock Purchase Plan.\nLearning & Development\nThe skills and dedication of our employees drive our business performance. Our comprehensive professional development programs empower our\npeople to build rewarding careers and help us attract world-class talent from global and diverse populations. Our suite of professional development\nprograms ensures that our employees, regardless of level, location, language or learning preferences, have access to opportunities to develop and\ngrow.\nIn recent years, we have shifted away from degree requirements to focus on skills-based certification for certain roles within Medtronic.\nAdditionally, as members of the Multiple Pathways Initiative, we have used a skills-based approach to offering opportunities to expanded pools of\nexternal talent that have previously been held back due to lack of access to undergraduate education. Internally, eligible U.S. and Puerto Rico\nemployees can now participate through MAPS (Medtronic Advancement Pathways and Skill-building) in undergraduate courses from top-tier\nuniversities to enhance or obtain new skills, at no cost to the employee. Our change in approach has opened opportunities for employees who have\nbeen otherwise restricted from career advancement due to degree requirements.\nEmployee Engagement and Culture\nThrough our Organizational Health Survey, we gain valuable insight into the Medtronic employee experience and identify where we can improve in\nkey priority areas: 1) Employee Engagement, 2) Inclusion, 3) Innovation, 4) Ethics and 5) Quality culture as part of our commitment to Put Patients\nFirst in our everyday decisions and actions. In our most recent survey ending in the fourth quarter of fiscal year 2024, more than 87% of our\nemployees responded. Medtronic carefully reviews and implements actions based on employee feedback in order to partner and create an inclusive,\ninnovative and supportive environment.\nOur culture, how we show up and get things done, is critical to achieving our vision. The Medtronic Mindset builds on our core values of integrity,\nquality, inclusion, and collaboration. It urges us to act boldly, compete to win, move with speed and decisiveness, foster belonging, and deliver\nresults… the right way. Our culture helps us meet the needs of our patients and customers, and ensures our Mission endures for many years to come.\nHealth & Safety\nAs a large, global employer, our ability to attract and retain talent is based in part on our commitment to maintain a safe workplace and support the\nwell-being of our employees. Medtronic has a comprehensive approach to providing robust support for our employees and their families in natural\ndisasters, public health crises, civil unrest and armed conflicts, bereavement, and other challenging events. Along with other programs, the\nMedtronic Employee Assistance Program and the Medtronic Employee Emergency Assistance Fund have historically supported employees and their\nfamilies when faced with difficult times by providing a variety of services such as mental health, safety, and financial resources and support at no\ncost. These programs have proven invaluable in navigating our employees through unique challenges, including in fiscal year 2024. The Medtronic\nEmployee Emergency Assistance Fund is supported by donations from employees and the Medtronic Foundation, and over the last five years has\nprovided $4 million in grants to employees experiencing unexpected events creating a financial hardship.\nFor more information on Human Capital Management at Medtronic, please refer to our 2023 Sustainability Report as well as Medtronic’s 2023\nGlobal Inclusion, Diversity and Equity Report available on our company website.\nOTHER FACTORS IMPACTING OUR OPERATIONS\nResearch and Development\nThe markets in which we participate are subject to rapid technological advances and innovations. Constant improvement of existing products and\nintroduction of new products is necessary to maintain market leadership. Our research and development (R&D) efforts are directed toward\nmaintaining or achieving technological leadership in the markets we serve to help ensure that patients using our devices and therapies receive the\nmost advanced and effective treatment possible. We remain committed to developing technological enhancements and new indications for existing\nproducts, and less invasive and new technologies for new and emerging markets to address unmet patient needs. That commitment leads to our\ninitiation and participation in hundreds of clinical trials each fiscal year as the demand for clinical and economic evidence remains high.\nFurthermore, our development activities are intended to help reduce patient care costs and the length of hospital stays in the future. We have not\nengaged in significant customer or government-sponsored research.\nOur R&D activities include improving existing products and therapies, expanding their indications and applications for use, developing new\ntherapies and procedures, and entering into arrangements with third parties to fund the development of certain technologies. We continue to focus on\noptimizing innovation, improving our R&D productivity, driving growth in emerging markets, generating clinical evidence, and\n9\n\n\nTable of Contents\nassessing our R&D programs based on their ability to address unmet clinical needs, produce better patient outcomes, and create new standards of\ncare.\nIntellectual Property and Litigation\nWe rely on a combination of patents, trademarks, tradenames, copyrights, trade secrets, and agreements, including non-disclosure agreements, to\nprotect our business and proprietary technology. In addition, we have entered into exclusive and non-exclusive licenses relating to a wide array of\nthird-party technologies. In the aggregate, these intellectual property assets and licenses are of material importance to our business; however, we\nbelieve that no single intellectual property asset or license is material in relation to our business as a whole.\nWe operate in an industry characterized by extensive intellectual property litigation. Intellectual property litigation may result in significant damage\nawards and injunctions that could prevent the manufacture and sale of affected products or result in significant royalty payments in order to continue\nselling the products. At any given time, we are generally involved as both a plaintiff and a defendant in a number of patent infringement actions, the\noutcomes of which may not be known for prolonged periods of time.\nSales and Distribution\nWe sell our medical devices and therapies through a combination of direct sales representatives and independent distributors globally. Additionally,\na portion of the Company's revenue is generated from consignment inventory maintained at hospitals. Our medical supply products are used\nprimarily in hospitals, surgical centers, and alternate care facilities, such as home care and long-term care facilities, and are marketed to materials\nmanagers, group purchasing organizations (GPOs) and integrated delivery networks (IDNs). We often negotiate with GPOs and IDNs, which enter\ninto supply contracts for the benefit of their member facilities. Our four largest markets are the U.S., Western Europe, China, and Japan. Emerging\nmarkets are an area of increasing focus and opportunity, as we believe they remain under-penetrated.\nOur marketing and sales strategy is focused on rapid, cost-effective delivery of high-quality products to a diverse group of customers worldwide. To\nachieve this objective, our marketing and sales teams are organized around physician specialties. This focus enables us to develop highly\nknowledgeable and dedicated sales representatives who are able to foster strong relationships with physicians and other customers and enhance our\nability to cross-sell complementary products.\nWe are not dependent on any single customer for more than 10 percent of our total net sales.\nCompetition, Industry, and Cost Containment\nWe compete in both the therapeutic and diagnostic medical markets in more than 150 countries throughout the world. These markets are\ncharacterized by rapid change resulting from technological advances, innovations and scientific discoveries. Our product lines face a mix of\ncompetitors ranging from large manufacturers with multiple business lines to small manufacturers offering a limited selection of products. In\naddition, we face competition from providers of other medical therapies, such as pharmaceutical companies, including those producing glucagon-\nlike peptide-1s (GLP-1s).\nMajor shifts in industry market share have occurred in connection with product corrective actions, physician advisories, safety alerts, results of\nclinical trials to support superiority claims, and publications about our products, reflecting the importance of product quality, product efficacy and\nquality systems in the medical device industry. In the current environment of managed care, economically motivated customers, consolidation\namong healthcare providers, increased competition, declining reimbursement rates, and national and provincial tender pricing, competitively priced\nproduct offerings are essential to our business. In order to continue to compete effectively, we must continue to create or acquire advanced\ntechnology, incorporate this technology into proprietary products, obtain regulatory approvals in a timely manner, maintain high-quality\nmanufacturing processes, and successfully market these products.\nGovernment and private sector initiatives to limit the growth of healthcare costs, including price regulation, competitive pricing, bidding and tender\nmechanics, coverage and payment policies, comparative effectiveness of therapies, technology assessments and managed-care arrangements, are\ncontinuing in many countries where we do business, including the U.S. These initiatives put increased emphasis on the delivery of more cost-\neffective medical devices and therapies. Government programs, including Medicare and Medicaid, private healthcare insurance, managed-care\nplans, and volume-based procurement tenders in China, have attempted to control costs by limiting the amount of reimbursement they will pay for\nparticular procedures or treatments, tying reimbursement to outcomes, shifting to population health management, and other mechanisms. Hospitals,\nwhich purchase our technology, are also seeking to reduce costs through a variety of mechanisms, including, for example, centralized purchasing,\nand in some cases, limiting the number of vendors that may participate in the purchasing program. Hospitals are also aligning interests with\nphysicians through employment and other arrangements, such as gainsharing, where a hospital agrees with physicians to share any realized cost\nsavings resulting from changes in practice patterns such as device standardization. This has created an increased level of price sensitivity among\ncustomers for our products.\n10\n\n\nTable of Contents\nProduction and Availability of Raw Materials\nWe manufacture products at manufacturing facilities located in various countries throughout the world. We purchase many of the components and\nraw materials used in manufacturing our products from numerous suppliers in various countries. Certain components and raw materials are available\nonly from a sole supplier. We work closely with our suppliers and have plans and measures in place to help ensure continuity of supply while\nmaintaining high quality and reliability. Generally, we have been able to obtain adequate supplies of such raw materials and components. However,\ndue to the U.S. FDA’s manufacturing requirements and those of other regulatory authorities, we may not be able to quickly establish additional or\nreplacement sources for certain components or materials if we experience a sudden or unexpected reduction or interruption in supply and are unable\nto develop alternative sources.\nFor additional information related to our manufacturing facilities refer to “Item 2. Properties” in this Annual Report on Form 10-K.\nGovernment Regulation\nOur operations and products are subject to extensive regulation by numerous government agencies, including the U.S. FDA, European regulatory\nauthorities such as the Medicines and Healthcare products Regulatory Agency in the United Kingdom, the Health Products Regulatory Authority in\nthe Republic of Ireland and the Federal Institute for Drugs and Medical Devices in Germany, the China National Medical Product Administration\n(NMPA), and other government agencies inside and outside the U.S. To varying degrees, each of these agencies requires us to comply with laws and\nregulations governing the development, testing, manufacturing, labeling, marketing, distribution, and post-marketing surveillance of our products.\nOur business is also affected by patient and data privacy laws and government payor cost containment initiatives, as well as environmental health\nand safety laws and regulations. In addition, as a result of the release and availability of Artificial Intelligence (AI) technologies, including\ngenerative AI platforms, we have seen a global trend toward more comprehensive and refined regulation of AI that will impact our business, such as\nthe White House's Executive Order on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence and the EU AI Act, that are\ndesigned to ensure the ethical use, security, and privacy of AI and create standards for transparency, accountability, and fairness.\nProduct Approval and Monitoring\nIn many countries where we do business, including the U.S., E.U. countries, Japan, and China, our products are subjected to approval and other\nregulatory requirements regarding performance, safety, and quality. For instance, authorization to commercially distribute a new medical device in\nthe U.S. is generally obtained in one of two primary ways. The first, known as pre-market notification or the 510(k) process, requires us to\ndemonstrate that our medical device is substantially equivalent to a legally marketed medical device. The second, more rigorous process, known as\npre-market approval, requires us to independently demonstrate that a medical device is safe and effective for its intended use. This process is\ngenerally much more time-consuming and expensive than the 510(k) process.\nIn the E.U., conformity with the marketing authorization requirements is represented by the CE Mark. To obtain a CE Mark, defined products must\nmeet minimum standards of performance, safety, and quality (i.e., the essential requirements), and then, according to their classification, comply\nwith one or more of a selection of conformity assessment routes. The competent authorities of the E.U. countries separately regulate the clinical\nresearch for medical devices and the market surveillance of products once they are placed on the market. The Medical Device Regulation was\npublished by the E.U. in 2017, and it imposes significant additional pre-market and post-market requirements (EU MDR). The regulation provided\nan implementation period and became effective on May 26, 2021. The European Commission recently extended the implementation period to the\nend of 2027 for high-risk devices and to the end of 2028 for medium and low risk devices.\nThe global regulatory environment is increasingly stringent and unpredictable. While harmonization of global regulations has been pursued,\nrequirements continue to differ among countries. We expect this global regulatory environment will continue to evolve, which could impact the cost,\nthe time needed to approve, and ultimately, our ability to maintain existing approvals or obtain future approvals for our products. Regulations of the\nU.S. FDA and other regulatory agencies in and outside the U.S. impose extensive compliance and monitoring obligations on our business. These\nagencies review our design and manufacturing processes, labeling, record keeping, and manufacturers’ required reports of adverse experiences and\nother information to identify potential problems with marketed products. We are also subject to periodic inspections for compliance with applicable\nquality system regulations, which govern the methods used in, and the facilities and controls used for, the design, manufacture, packaging, and\nservicing of finished medical devices intended for human use. In addition, the U.S. FDA and other regulatory bodies, both in and outside the U.S.\n(including the Federal Trade Commission, the Office of the Inspector General of the Department of Health and Human Services, the U.S.\nDepartment of Justice, and various state Attorneys General), monitor the promotion and advertising of our products. Any adverse regulatory action,\ndepending on its magnitude, may limit our ability to effectively market and sell our products, limit our ability to obtain future pre-market approvals\nor result in a substantial modification to our business practices and operations. For additional information, see \"Item 1A. Risk Factors\" under, \"We\nare subject to extensive and complex laws and governmental regulations and any adverse regulatory action may materially adversely affect our\nfinancial condition and business operations.\"\n11\n\n\nTable of Contents\nTrade Regulations\nThe movement of products, services, technology, know-how, and investment across borders subjects us to extensive trade laws and regulations.\nThese laws and regulations govern, among other things, our import, export and other international trade activities. We are subject to the risk that\nthese laws and regulations could change in a way that would expose us to additional costs and burdens, as well as penalties if not complied with.\nSome governments impose economic sanctions and other trade restrictions against certain countries, persons or entities. We also sell and provide\ngoods, technology and services to agents, representatives and distributors who may in turn sell or provide such items to customers and other end-\nusers in their own countries or by means of their own cross-border transactions. If we, or the third parties through which we do business, are not in\ncompliance with applicable import, export control or economic sanctions laws and regulations, we may be subject to civil or criminal enforcement\naction, and varying degrees of liability. Such actions may disrupt or delay sales of our products or services or result in restrictions on our distribution\nand sales of products or services that may materially impact our business.\nAnti-Boycott Laws\nUnder U.S. laws and regulations, U.S. companies and their subsidiaries and affiliates outside the U.S. are prohibited from participating or agreeing\nto participate in unsanctioned foreign boycotts in connection with certain business activities, including the sale, purchase, transfer, shipping or\nfinancing of goods or services within the U.S. or between the U.S. and countries outside of the U.S. If we, or certain third parties through which we\nsell or provide goods or services, violate anti-boycott laws and regulations, we may be subject to civil or criminal enforcement action and varying\ndegrees of liability.\nData Privacy and Security Laws and Regulations\nAs a business with a significant global footprint, compliance with evolving regulations and standards in data privacy and cybersecurity has resulted,\nand may continue to result, in increased costs, new compliance challenges, and the threat of increased regulatory enforcement activity. Our business\nrelies on the secure electronic transmission, storage and hosting of sensitive information, including personal information, protected health\ninformation, financial information, intellectual property and other sensitive information related to our products and therapies, customers, patients,\nand workforce.\nOur global operational footprint comes with the obligation for compliance and adherence to individual data security, confidentiality and breach\nnotification laws at the State Level, Federal Level, and International Level. Examples of those laws include, in the U.S., the Health Insurance\nPortability and Accountability Act of 1996 (HIPAA), as amended, the Health Information Technology for Economic and Clinical Health Act of 2009\n(HITECH), and various State privacy laws that have become effective recently. We are also subject to various other country-specific requirements\naround the world, such as the General Data Protection Regulation (GDPR) in the European Economic Area, the United Kingdom’s version of the\nsame, and China's Personal Information Protection Law (PIPL).\nBecause the laws and regulations continue to expand, differ from jurisdiction to jurisdiction, and are subject to evolving (and at times inconsistent)\ngovernmental interpretation, compliance with these laws and regulations may require significant additional cost expenditures or changes in products\nor business that increase competition or reduce revenue. Noncompliance could result in the imposition of fines, penalties, or orders to stop\nnoncompliant activities, withdrawal of noncompliant products from a market, and reputational harm.\nRegulations Governing Reimbursement\nThe delivery of our devices is subject to regulation by the U.S. Department of Health and Human Services (HHS) and comparable state and non-\nU.S. agencies responsible for reimbursement and regulation of healthcare items and services. U.S. laws and regulations are imposed primarily in\nconnection with federally funded healthcare programs, such as the Medicare and Medicaid programs, as well as the government’s interest in\nregulating the quality and cost of healthcare. Other governments also impose regulations in connection with their healthcare reimbursement\nprograms and the delivery of healthcare items and services.\nU.S. federal healthcare laws apply when we or customers submit claims for items or services that are reimbursed under federally-funded healthcare\nprograms, including laws related to kickbacks, false claims, self-referrals or other healthcare fraud. There are often similar state false claims, anti-\nkickback, and anti-self-referral and insurance laws that apply to state Medicaid and other healthcare programs and private third-party payors. In\naddition, as a manufacturer of U.S. FDA-approved devices reimbursable by federal healthcare programs, we are subject to the Physician Payments\nSunshine Act, which requires us to annually report certain payments and other transfers of value we make to U.S.-licensed physicians or U.S.\nteaching hospitals. Similarly, other jurisdictions impose transparency reporting obligations relating to health care professional payments. Any failure\nto comply with these laws and regulations could subject us or our officers and employees to criminal and civil financial penalties.\nImplementation of legislative or regulatory reforms to reimbursement systems, or adverse decisions relating to our products by administrators of\nthese systems in coverage or reimbursement, could significantly reduce reimbursement or result in the denial of coverage, which could have an\nimpact on the acceptance of and demand for our products and the prices that our customers are willing to pay for them.\n12\n\n\nTable of Contents\nEnvironmental Health and Safety Laws\nWe are also subject to various environmental health and safety laws and regulations both within and outside the U.S. Like other companies in our\nindustry, our manufacturing and other operations involve the use and transportation of substances regulated under environmental health and safety\nlaws including those related to the use, storage, transportation, and disposal of hazardous materials.\nAvailable Information\nWe maintain a website at www.medtronic.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K,\nand amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended\n(Exchange Act) are made available under the “Our Company – Investors” caption and “Financials – SEC Filings” sub caption of our website as soon\nas reasonably practicable after we electronically file them with, or furnish them to, the Securities and Exchange Commission (SEC).\nInformation relating to our corporate governance, including our Principles of Corporate Governance, Code of Conduct (including our Code of\nEthics for Senior Financial Officers and any related amendments or waivers), Code of Business Conduct and Ethics for Members of the Board of\nDirectors, and information concerning our executive officers, directors and Board committees (including committee charters) is available through\nour website at www.medtronic.com under the “Our Company – Governance” caption. Information relating to transactions in Medtronic securities by\ndirectors and officers is available through our website at www.medtronic.com under the “Our Company – Investors” caption and the “Financial\nInformation – SEC Filings” sub caption.\nOur website and the information contained on or connected to our website are not incorporated by reference into this Annual Report on Form 10-K.\nThe SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including the\nCompany, that file electronically with the SEC. The public may obtain any documents that we file with the SEC at http://www.sec.gov. We file\nannual reports, quarterly reports, proxy statements, and other documents with the SEC under the Exchange Act.\nItem 1A. Risk Factors\nInvesting in our securities involves a variety of risks and uncertainties, known and unknown, including, among others, those discussed below. Each\nof the following risks should be carefully considered, together with all the other information included in this Annual Report on Form 10-K,\nincluding our consolidated financial statements and the related notes and in our other filings with the SEC. Furthermore, additional risks and\nuncertainty not presently known to us or that we currently believe to be immaterial may also adversely affect our business. Our business, results of\noperations, financial condition, and cash flow and prospects could be materially and adversely affected by any of these risks or uncertainties.\nBusiness and Operational Risks\nWe operate in a highly competitive industry and we may be unable to compete effectively.\nWe compete in both the therapeutic and diagnostic medical markets in more than 150 countries throughout the world. These markets are\ncharacterized by rapid change resulting from technological advances, innovations and scientific discoveries. In the product lines in which we\ncompete, we face a range of competitors from large companies with multiple business lines to small, specialized manufacturers that offer a limited\nselection of niche products. Development by other companies of new or improved products, processes, technologies, or the introduction of\nreprocessed products or generic versions when our proprietary products lose their patent protection may make our existing or planned products less\ncompetitive. In addition, we face competition from providers of alternative medical therapies, such as pharmaceutical companies, including those\nproducing GLP-1s.\nWe believe our ability to compete depends upon many factors both within and beyond our control, including:\n•\nproduct performance and reliability,\n•\nproduct technology and innovation,\n•\nproduct quality and safety,\n•\nbreadth of product lines,\n•\nproduct support services,\n•\nsupplier and supply availability and performance,\n•\ncustomer support,\n•\ncost-effectiveness and price,\n•\nreimbursement approval from healthcare insurance providers, and\n•\nchanges to the regulatory environment.\n13\n\n\nTable of Contents\nCompetition may increase as additional companies enter our markets or modify their existing products to compete directly with ours. In addition,\nacademic institutions, governmental agencies and other public and private research organizations also may conduct research, seek patent protection\nand establish collaborative arrangements for discovery, research, clinical development and marketing of products similar to ours. These companies\nand institutions compete with us in recruiting and retaining qualified scientific and management personnel, as well as in acquiring necessary product\ntechnologies. From time to time we have lost, and may in the future lose, market share in connection with product problems, physician advisories,\nsafety alerts and publications about our products, which highlights the importance of product quality, product efficacy and quality systems to our\nbusiness. In the current environment of managed care, consolidation among healthcare providers, increased competition, declining reimbursement\nrates, and national and provincial tender pricing, as recently experienced in China, competitively priced product offerings are essential to our\nsuccess.\nOur success depends on our ability to differentiate our product and keep pace with emerging technologies.\nOur continued growth and success depend on our ability to develop, acquire and market new and differentiated products, technologies and\nintellectual property, and as a result we also face competition for marketing, distribution, and collaborative development agreements, establishing\nrelationships with academic and research institutions and licenses to intellectual property. In order to continue to compete effectively, we must\ncontinue to create, invest in or acquire advanced technology, incorporate this technology into our proprietary products, obtain regulatory approvals\nin a timely manner, and manufacture and successfully market our products. For example, data science, machine learning and AI are all impacting\nour products and operations and the competitive landscape in which we operate, and the application of these technologies is rapidly evolving at the\nsame time as new laws and regulations of AI are being developed in jurisdictions around the world. Compliance with developing regulations may\nrequire significant expenditures or may limit our ability to effectively use these technologies. There can be no assurance that the application of AI in\nour products and operations will be successful, or that we will not experience data security and privacy incidents in connection with our use of these\ntechnologies. Given these factors, we cannot guarantee that we will be able to compete effectively or continue our level of success.\nReduction or interruption in supply or other manufacturing difficulties may adversely affect our manufacturing operations and related product\nsales.\nThe manufacture of our products requires the timely delivery of a sufficient amount of quality components and materials and is highly exacting and\ncomplex, due in part to complex trade and strict regulatory requirements. We manufacture the majority of our products and procure critical third-\nparty services, such as sterilization services, at numerous facilities worldwide. We purchase many of the components, raw materials and services\nneeded to manufacture these products from numerous suppliers in various countries. We seek to maintain continuity of supply by use of multiple\noptions for sourcing where possible. We have generally been able to obtain adequate supplies of such raw materials, components and services,\nalthough global shortages of certain components such as semiconductors and resins have recently caused, and may in the future cause, disruptions to\nour product manufacturing supply chain. In addition, for reasons of quality assurance, cost effectiveness, or availability, certain components, raw\nmaterials and services needed to manufacture our products are obtained from sole suppliers. Although we work closely with our suppliers to try to\nensure continuity of supply while maintaining high quality and reliability, the supply of these components, raw materials and services may, at times,\nbe interrupted or insufficient. In addition, due to the stringent regulations and requirements of trade and regulatory agencies, including the U.S.\nFDA, regarding the manufacture of our products, we may not be able to quickly establish additional or replacement sources. Additionally, many\nregulatory agencies are imposing new and evolving regulatory requirements on safe use of chemicals, including ethylene oxides (EtOs) and\npolyfluoroalkyl substances (PFAS), and their potential impact on health and the environment which also may impact supply constraints.\nFurthermore, the prices of commodities and other materials used in our products, which are often volatile and outside of our control, could adversely\nimpact our supply. We use resins, other petroleum-based materials and pulp as raw materials in some of our products, and the prices of oil and gas\nalso significantly affect our costs for freight and utilities. A reduction or interruption in supply, and an inability to develop alternative sources for\nsuch supply, could adversely affect our ability to manufacture our products in a timely or cost-effective manner and could result in lost sales.\nOther disruptions in the manufacturing process or product sales, trade and fulfillment systems for any reason, including infrastructure, information\nand equipment malfunction, failure to follow specific protocols and procedures, supplier or Company facility shut-downs, defective raw materials,\nlabor shortages, natural disasters such as hurricanes, tornadoes, earthquakes, or wildfires, property damage or facility closures from riots or public\nprotests, and other environmental factors and the impact of epidemics, pandemics, or other public health crises, and actions by businesses,\ncommunities and governments in response, could lead to launch delays, product shortages, unanticipated costs, lost revenues and damage to our\nreputation. For example, in the past we have experienced a global information technology systems interruption that affected our customer ordering,\ndistribution, and manufacturing processes, and we were adversely impacted by the global COVID-19 pandemic, and may in the future be adversely\nimpacted by COVID-19 resurgence or other pandemics and the related responses of governments and of our partners, including suppliers,\nmanufacturers, distributors and other businesses. Furthermore, any failure to identify and address manufacturing problems prior to the release of\nproducts to our customers could result in quality or safety issues.\nIn addition, many of our products require sterilization before sale and several of our key products are manufactured or sterilized at a particular\nfacility, with constrained capacity and limited options for alternate sterilization facilities. If an event occurs that causes damage to\n14\n\n\nTable of Contents\nor closure of one or more of such facilities, such as the Illinois Environmental Protection Agency's decision to close a supplier's sterilization facility\nin February 2019, we may be unable to manufacture or sterilize relevant products to the required quality specifications or at all. Due to the time\nrequired to approve and license a manufacturing or sterilization facility, a third-party may not be available on a timely basis to replace production\ncapacity in the event manufacturing or sterilization capacity is reduced or lost.\nPublic health crises have had, and may continue to have, an adverse effect on certain aspects of our business, results of operations, financial\ncondition, and cash flows. The nature and extent of future impacts are highly uncertain and unpredictable.\nOur global operations and interactions with healthcare systems, providers and patients around the world expose us to risks associated with public\nhealth crises, including epidemics and pandemics such as COVID-19. Public health crises may continue to have an adverse impact on certain\naspects of our Company and business, including the demand for and supply of certain of our products, operations, supply chains and distribution\nsystems, and our ability to generate cash flow.\nOur research and development efforts rely upon investments and investment collaborations, and we cannot guarantee that any previous or\nfuture investments or investment collaborations will be successful.\nOur Mission is to provide a broad range of therapies to restore patients to fuller, healthier lives, which requires a wide variety of technologies,\nproducts and capabilities. The rapid pace of technological development in the medical industry and the specialized expertise required in different\nareas of medicine make it difficult for one company alone to develop a broad portfolio of technological solutions. In addition to internally generated\ngrowth through our research and development efforts, historically we have relied, and expect to continue to rely, upon investments and investment\ncollaborations to provide us access to new technologies both in areas served by our existing businesses as well as in new areas.\nWe expect to make future investments where we believe that we can stimulate the development or acquisition of new technologies and products to\nfurther our strategic objectives and strengthen our existing businesses. Investments and investment collaborations in and with medical technology\ncompanies are inherently risky, and we cannot guarantee that any of our previous or future investments or investment collaborations will be\nsuccessful or will not materially adversely affect our business, results of operations, financial condition, and cash flows.\nThe continuing development of many of our products depends upon us maintaining strong relationships with healthcare professionals.\nIf we fail to maintain our working relationships with healthcare professionals, many of our products may not be developed and marketed in line with\nthe needs and expectations of the professionals who use and support our products, which could cause a decline in our earnings and profitability. The\nresearch, development, marketing and sales of many of our new and improved products depends on our maintaining working relationships with\nhealthcare professionals. We rely on these professionals to provide us with considerable knowledge and experience regarding the development,\nmarketing and sale of our products. Healthcare professionals assist us as researchers, marketing and product consultants, inventors, trainers, and\npublic speakers. If we are unable to maintain strong relationships with these professionals, the development and marketing of our products could\nsuffer, which could have a material adverse effect on our business, results of operations, financial condition, and cash flows.\nWe have debt obligations that create risk.\nWe are required to use a portion of our operating cash flow to pay interest or principal on our outstanding indebtedness instead of for other corporate\npurposes, including funding future expansion of our business. We may also incur additional indebtedness in the future to supplement our existing\nliquidity and cash generated from operations to satisfy our needs for working capital and capital expenditures, to pursue growth initiatives, and to\nmake returns of capital to shareholders. Changes in business and economic conditions will impact interest rates and can cause periods of tightened\ncredit availability and volatility in borrowing terms. In addition, there can be no assurance that we will be able to maintain our credit rating. At the\ntime we may incur such additional indebtedness, or refinance or restructure existing indebtedness, we may be unable to obtain capital market\nfinancing with similar terms and currency denomination to our existing indebtedness, or at all, which could have a material adverse effect on our\nbusiness and results of operations. At any time, the fair value of our debt outstanding will fluctuate based on several factors including foreign\ncurrency exchange rate and interest rate movements, credit conditions and our credit rating.\nFailure to integrate acquired businesses into our operations successfully, or challenges related to the Company's strategic initiatives, including\ndivestitures and third-party funding arrangements, as well as liabilities or claims relating to such acquired businesses, divestitures, or\narrangements could adversely affect our business.\nAs part of our strategy to develop and identify new products and technologies and optimize our portfolio of products, we have made several\nsignificant acquisitions, divestitures and third-party research and development funding arrangements in recent years, and may make additional\nacquisitions, divestitures and arrangements in the future. Our integration of the operations of acquired businesses, or a divestiture of part of our\nexisting businesses, requires significant efforts, including the coordination of information technologies, research and development, sales and\nmarketing, operations, manufacturing, and finance. These efforts result in additional expenses and involve\n15\n\n\nTable of Contents\nsignificant amounts of management’s time that cannot then be dedicated to other projects. Our failure to manage and coordinate the growth of\nacquired companies successfully could also have an adverse impact on our business. Further, acquired businesses may have liabilities, or be subject\nto claims, litigation or investigations that we did not anticipate or which exceed our estimates at the time of the acquisition. In addition, we cannot\nbe certain that the businesses we acquire will become profitable or remain so. Factors that will affect the success of our acquisitions include:\n•\nthe presence or absence of adequate internal controls and/or significant fraud in the financial systems of acquired companies,\n•\nour ability or inability to integrate information technology systems of acquired companies in a secure and reliable manner,\n•\nliabilities, claims, litigation, investigations, or other adverse developments relating to acquired businesses or the business practices of\nacquired companies, including investigations by governmental entities, potential Foreign Corrupt Practices Act (FCPA) or product liability\nclaims, intellectual property disputes, earnout or other contingent payment disputes, or other unanticipated liabilities,\n•\nany decrease in customer loyalty and product orders caused by dissatisfaction with the combined companies’ product lines and sales and\nmarketing practices, including price increases,\n•\nour ability to retain key employees, and\n•\nthe ability to achieve synergies among acquired companies, such as increasing sales of the integrated company’s products, achieving cost\nsavings, and effectively combining technologies to develop new products.\nWe also could experience negative effects on our business, results of operations, financial condition, and cash flows from acquisition-related\ncharges, amortization of intangible assets and asset impairment charges.\nIn addition, the potential exists that expected strategic benefits from any planned or completed divestiture, or third-party funding arrangement, by\nthe Company may not be realized or may take longer to realize than expected, and there can be no assurance that disputes will not arise under the\nCompany's third-party funding arrangements, or transition service agreements that have or may be executed as part of a divestiture.\nLegal and Regulatory Risks\nWe are subject to extensive and complex laws and governmental regulations and any adverse regulatory action may materially adversely affect\nour financial condition and business operations.\nOur medical devices and technologies, as well as our business activities, are subject to a complex set of regulations and rigorous enforcement,\nincluding by the U.S. FDA, U.S. Department of Justice, Health and Human Services Office of the Inspector General, and numerous other federal,\nstate, and non-U.S. governmental authorities. To varying degrees, each of these agencies requires us to comply with laws and regulations governing\nthe development, testing, manufacturing, labeling, marketing and distribution of our products. As a part of the regulatory process of obtaining\nmarketing clearance for new products and new indications for existing products, we conduct and participate in numerous clinical trials with a variety\nof study designs, patient populations, and trial endpoints. Unfavorable clinical data from existing or future clinical trials may adversely impact our\nability to obtain product approvals, our position in, and share of, the markets in which we participate, and our business, results of operations,\nfinancial condition, and cash flows. We cannot guarantee that we will be able to obtain or maintain marketing clearance for our new products or\nenhancements or modifications to existing products, and the failure to maintain approvals or obtain approval or clearance could have a material\nadverse effect on our business, results of operations, financial condition, and cash flows. Even if we are able to obtain approval or clearance, it may:\n•\ntake a significant amount of time,\n•\nrequire the expenditure of substantial resources,\n•\ninvolve stringent clinical and pre-clinical testing, as well as increased post-market surveillance,\n•\ninvolve modifications, repairs or replacements of our products, and\n•\nlimit the proposed uses of our products.\nBoth before and after a product is commercially released, we have ongoing responsibilities under the U.S. FDA and other applicable non-U.S.\ngovernment agency regulations. For instance, many of our facilities and procedures and those of our suppliers are also subject to periodic\ninspections by the U.S. FDA to assess compliance with applicable regulations. The results of these inspections can include, and have in the past\nincluded, inspectional observations on the U.S. FDA’s Form 483, warning letters, or other forms of enforcement, such as a consent decree. If the\nU.S. FDA were to conclude that we are not in compliance with applicable laws or regulations, or that any of our medical products are ineffective or\npose an unreasonable health risk, the U.S. FDA could detain or seize adulterated or misbranded medical products, order a recall, repair, replacement,\nor refund of such products, refuse to grant pending pre-market approval applications or require certificates of non-U.S. governments for exports,\nand/or require us to notify health professionals and others that the devices present unreasonable risks of substantial harm to the public health, and in\ncertain rare circumstances, ban medical devices. The U.S. FDA and other non-U.S. government agencies may also assess civil or criminal penalties\nagainst us, our officers or employees and impose operating\n16\n\n\nTable of Contents\nrestrictions on a company-wide basis. The U.S. FDA may also recommend prosecution to the U.S. Department of Justice. Any adverse regulatory\naction, depending on its magnitude, may restrict us from effectively marketing and selling our products and limit our ability to obtain future pre-\nmarket clearances or approvals, and could result in a substantial modification to our business practices and operations. Furthermore, we occasionally\nreceive subpoenas or other requests for information from various governmental agencies around the world, and while these investigations typically\nrelate primarily to financial arrangements with healthcare providers, regulatory compliance and product promotional practices, we cannot predict the\ntiming, outcome or impact of any such investigations. Any adverse outcome in one or more of these investigations could include the commencement\nof civil and/or criminal proceedings, substantial fines, penalties, and/or administrative remedies, including exclusion from government\nreimbursement programs and/or entry into Corporate Integrity Agreements (CIAs) with governmental agencies. In addition, resolution of any of\nthese matters could involve the imposition of additional, costly compliance obligations. These potential consequences, as well as any adverse\noutcome from government investigations, could have a material adverse effect on our business, results of operations, financial condition, and cash\nflows.\nIn addition, the U.S. FDA has taken the position that device manufacturers are prohibited from promoting their products other than for the uses and\nindications set forth in the approved product labeling, and any failure to comply could subject us to significant civil or criminal exposure,\nadministrative obligations and costs, and/or other potential penalties from, and/or agreements with, the federal government.\nGovernmental regulations in the U.S. and outside the U.S. are constantly changing and may become increasingly stringent. In the E.U, for example,\nthe Medical Device Regulation which became effective in May 2021 includes significant additional pre-market and post-market requirements.\nPenalties for regulatory non-compliance could be severe, including fines and revocation or suspension of a company’s business license, mandatory\nprice reductions and criminal sanctions. The development and implementation of future laws and regulations may have a material adverse effect on\nus.\nQuality problems have in the past and could in the future lead to recalls or safety alerts, product liability claims, reputational harm, adverse\nverdicts or costly settlements, and could have a material adverse effect on our business, results of operations, financial condition, and cash\nflows.\nQuality is extremely important to us and our customers due to the impact on patients, and the serious and potentially costly consequences of adverse\nproduct performance. Our business exposes us to potential product liability risks that are inherent in the design, manufacture, and marketing of\nmedical devices. In addition, many of our products are often used in intensive care settings with seriously ill patients and some of the medical\ndevices we manufacture and sell are designed to be implanted in the human body for long periods of time or indefinitely. Component failures,\nmanufacturing nonconformances, design issues, off-label use, or inadequate disclosure of product-related risks or product-related information with\nrespect to our products, could result in an unsafe condition or injury to, or death of, a patient. These problems have in the past and could in the\nfuture lead to recall of, or issuance of a safety alert relating to, our products, as well as product liability claims and lawsuits, including class actions,\nwhich could ultimately result, in certain cases, in the removal from the body of such products and claims regarding costs associated therewith. Due\nto the strong name recognition of the Medtronic brand, a material adverse event involving one of our products could result in diminished market\nacceptance and demand for all products within that brand, and could harm our reputation and ability to market products in the future.\nStrong product quality is critical to the success of our goods and services. If we fall short of these standards and our products are the subject of\nrecalls or safety alerts, our reputation could be damaged, we could lose customers and our revenue and results of operations could decline. Our\nsuccess also can depend on our ability to manufacture to exact specification precision-engineered components, subassemblies and finished devices\nfrom multiple materials. If our components fail to meet these standards or fail to adapt to evolving standards, our reputation, competitive advantage\nand market share could be harmed. In certain situations, we may undertake a voluntary recall of products or temporarily shut down production lines\nbased on performance relative to our own internal safety and quality monitoring and testing data.\nAny of the foregoing problems, including future product liability claims or recalls, regardless of their ultimate outcome, could harm our reputation\nand have a material adverse effect on our business, results of operations, financial condition, and cash flows.\nOur failure to comply with laws and regulations relating to reimbursement of healthcare goods and services may subject us to penalties and\nadversely impact our reputation, business, results of operations, financial condition, and cash flows.\nOur devices, products and therapies are purchased principally by hospitals or physicians that typically bill various third-party payors, such as\ngovernmental healthcare programs (e.g., Medicare, Medicaid and comparable non-U.S. programs), private insurance plans and managed care plans,\nfor the healthcare services provided to their patients. The ability of our customers to obtain appropriate reimbursement for products and services\nfrom third-party payors is critical because it affects which products customers purchase and the prices they are willing to pay. As a result, our\ndevices, products and therapies are subject to regulation regarding quality and cost by HHS, including the Centers for Medicare & Medicaid\nServices (CMS), as well as comparable state and non-U.S. agencies responsible for reimbursement and regulation of health care goods and services,\nincluding laws and regulations related to fair competition, kickbacks, false claims, self-referrals and healthcare fraud. Many states have similar laws\nthat apply to reimbursement by state Medicaid and other funded programs as well as in some cases to all payors. In certain circumstances, insurance\ncompanies attempt to bring a private cause of action against a manufacturer for causing false claims. In addition, as a manufacturer of U.S. FDA-\napproved devices reimbursable by federal healthcare programs, we are\n17\n\n\nTable of Contents\nsubject to the Physician Payments Sunshine Act, which requires us to annually report certain payments and other transfers of value we make to U.S.\nlicensed physicians, certain allied health professionals, and U.S. teaching hospitals. Any failure to comply with these laws and regulations could\nsubject us or our officers and employees to criminal and civil financial penalties.\nWe are also subject to risks relating to changes in government and private medical reimbursement programs and policies, and changes in legal\nregulatory requirements in the U.S. and around the world. Implementation of further legislative or administrative reforms to these reimbursement\nsystems, or adverse decisions relating to coverage of or reimbursement for our products by administrators of these systems, could have an impact on\nthe acceptance of and demand for our products and the prices that our customers are willing to pay for them.\nWe are substantially dependent on patent and other proprietary rights and failing to protect such rights or to be successful in litigation related to\nour rights or the rights of others may result in our payment of significant monetary damages and/or royalty payments, negatively impacting our\nability to sell current or future products.\nWe are substantially dependent on patent and other proprietary rights and rely on a combination of patents, trademarks, tradenames, copyrights,\ntrade secrets, and agreements (such as employee and non-disclosure) to protect our business and proprietary intellectual property. We also operate in\nan industry characterized by extensive intellectual property litigation. Intellectual property litigation can result in significant damage awards and\ninjunctions that could prevent our manufacture and sale of affected products or require us to pay significant royalties in order to continue to\nmanufacture or sell affected products. At any given time, we are generally involved as both a plaintiff and a defendant in a number of intellectual\nproperty actions, the outcomes of which may not be known for prolonged periods of time. While it is not possible to predict the outcome of\nintellectual property litigation, it is possible that the results of such litigation could require us to pay significant monetary damages and/or royalty\npayments, negatively impact our ability to sell current or future products, or that enforcement actions to protect our patent and proprietary rights\nagainst others could be unsuccessful, any of which could have a material adverse impact on our business, results of operations, financial condition,\nand cash flows. In addition, any public announcements related to litigation or administrative proceedings initiated or threatened against us could\ncause our stock price to decline.\nWhile we intend to defend against any threats to our intellectual property, our patents, trademarks, tradenames, copyrights, trade secrets or\nagreements (such as employee, non-disclosure and non-competition agreements) may not adequately protect our intellectual property. Further,\npending patent applications may not result in patents being issued to us, patents issued to or licensed by us may be challenged or circumvented by\ncompetitors and such patents may be found invalid, unenforceable or too limited in scope to protect our technology or provide us with any\ncompetitive advantage. In addition, our patents will expire over time, our ability to protect novel business models is uncertain, and infringement\nmay go undetected. Third parties could obtain patents that may require us to negotiate licenses to conduct our business, and such licenses may not\nbe available on reasonable terms or at all. In addition, license agreements could be terminated. We also rely on non-disclosure and non-competition\nagreements with certain employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. We cannot be certain\nthat these agreements will not be breached, that such provisions will be enforceable, that we will have adequate remedies for any breach, that others\nwill not independently develop substantially equivalent proprietary information, or that third parties will not otherwise gain access to our trade\nsecrets or proprietary knowledge. Moreover, in the U.S. the Federal Trade Commission and various states have adopted laws and regulations that\npurport to ban or severely restrict the use of non-competition agreements, which may limit our ability to use and enforce non-competition\nagreements with employees.\nIn addition, the laws of certain countries in which we market or manufacture some of our products do not protect our intellectual property rights to\nthe same extent as the laws of the U.S., which could make it easier for competitors to capture market position. For example, business in China\ncomprises approximately seven percent of our total revenues. This may increase our vulnerability to our technology being reverse engineered or our\ntrade secrets being compromised. If we are unable to protect our intellectual property in China or other countries, it could have a material adverse\neffect on our business, results of operations, financial condition, and cash flows. Competitors also may harm our sales by designing products that\nsubstantially mirror the capabilities of our products or technology without infringing our intellectual property rights.\nHealthcare policy changes may have a material adverse effect on us.\nThere have been and continue to be actions and proposals by several governments, regulators and third-party payors globally, including the U.S.\nfederal and state governments and the government in China, to control healthcare costs and, more generally, to reform healthcare systems. Certain of\nthese actions and proposals, among other things, limit the prices we are able to charge for our products or the amounts of reimbursement available\nfor our products, increase the importance of our ability to compete on cost, and could limit the acceptance and availability of our products. These\nactions and proposals could have a material adverse effect on our business, results of operations, financial condition, and cash flows.\n18\n\n\nTable of Contents\nWe rely on the proper function, security and availability of our information technology systems and data, as well as those of third parties\nthroughout our global supply chain and our customer and payor base, to operate our business, and a breach, cyber-attack or other disruption to\nthese systems or data could materially and adversely affect our business, results of operations, financial condition, cash flows, reputation or\ncompetitive position.\nWe are increasingly dependent on sophisticated information technology systems to operate our business. That technology includes systems that\ncould be used to process, transmit and store sensitive data. Additionally, many of our products and services include integrated software and\ninformation technology that collects data regarding patients or connects to other internal systems. One of the most prevalent attacks on large\norganizations has been ransomware which can have a devastating impact on an organization’s operations. Our ransomware readiness program has\nrequired and will continue to require investment and will not guarantee that we will be immune from an incident or be able to respond rapidly\nenough to prevent a negative impact on our business. Like all organizations, we routinely experience attempted interference with the integrity of,\nand interruptions in, our technology systems via events such as cyber-attacks, malicious intrusions, or other breakdowns. The consequences could\nmean data breaches, interference with the integrity of our products and data, compromise of intellectual property or other proprietary information, or\nother significant disruptions. Furthermore, we rely on third-party vendors to supply and/or support certain aspects of our information technology\nsystems and resulting products, and customers and payors use information technology systems to process payments relating to our products and\nservices. These third-party systems could also become vulnerable to cyber-attack, malicious intrusions, breakdowns, interference, or other\nsignificant disruptions, and may contain defects in design or manufacture or other problems that could result in system disruption or compromise the\ninformation security of our own systems. In addition, our global profile and international operations expose us to geopolitical events or issues which\nmay increase cybersecurity risks on a global basis. Lastly, we continue to grow in part through new business acquisitions and, as a result, may face\nrisks associated with defects and vulnerabilities in acquired businesses’ systems, or difficulties or other breakdowns or disruptions in connection\nwith the integration of the acquisitions into our information technology systems.\nOur worldwide operations mean that we are subject to laws and regulations, including data protection and cybersecurity laws and regulations, in\nmany jurisdictions. The variety of U.S. and international privacy and cybersecurity laws and regulations impacting our operations are described in\n“Item 1. Business\" – Other Factors Impacting Our Operations – Data Privacy and Security Laws and Regulations. Any data security breaches,\ncyber-attacks, malicious intrusions or significant disruptions could result in actions by regulatory bodies and/or civil litigation, any of which could\nmaterially and adversely affect our business, results of operations, financial condition, cash flows, reputation, or competitive position.\nIn addition, our information technology systems require an ongoing commitment of significant resources to maintain, protect, and enhance existing\nsystems and develop new systems. We experience continuing changes in information processing technology, legal and regulatory standards, patient\nand customer information use cases, techniques used to obtain unauthorized access to data and information systems, and the information technology\nneeds associated with our changing products and services. We also face business and regulatory risks relating to our use of AI systems in our\nbusiness operations and products. These systems are susceptible to flaws, biases, malfunctions or manipulations, which may disrupt our operations,\nresult in erroneous decision-making, elevate our cyber risk profile, or expose us to penalties from non-compliance with emerging regulations. There\ncan be no assurance that our efforts to keep pace with continuing changes in information processing technologies, including AI systems, and to\ndeploy these technologies to our business operations and products will be successful or that additional systems issues will not arise in the future.\nIf our information technology systems, products or services or sensitive data are compromised, there are many consequences that could result.\nConsequences include, but are not limited to, patients or employees being exposed to financial or medical identity theft or suffering a loss of product\nfunctionality, losing existing customers or have difficulty attracting new customers, experiencing difficulty preventing, detecting, and controlling\nfraud, being exposed to the loss or misuse of confidential information, having disputes with customers, physicians, and other healthcare\nprofessionals, suffering regulatory sanctions or penalties under federal laws, state laws, or the laws of other jurisdictions, experiencing increases in\noperating expenses or an impairment in our ability to conduct our operations, incurring expenses or losing revenues as a result of a data privacy\nbreach, product failure, information technology outages or disruptions, or suffering other adverse consequences including lawsuits or other legal\naction and damage to our reputation.\nThe failure to comply with anti-corruption laws could materially adversely affect our business and result in civil and/or criminal sanctions.\nThe U.S. FCPA, the Irish Criminal Justice (Corruption Offences) Act 2018, and similar anti-corruption laws in other jurisdictions generally prohibit\ncompanies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business and\nto ensure adequate internal controls, books, and records. Because of the predominance of government-administered healthcare systems in many\njurisdictions around the world, many of our customer relationships outside of the U.S. are with governmental entities and are therefore potentially\nsubject to such laws. We also participate in public-private partnerships and other commercial and policy arrangements with governments around the\nglobe.\nGlobal enforcement of anti-corruption laws has increased in recent years, including investigations and enforcement proceedings leading to\nassessment of significant fines and penalties against companies and individuals. Our international operations create a risk of unauthorized\n19\n\n\nTable of Contents\npayments or offers of payments by one of our employees, consultants, sales agents, or distributors. We maintain various controls aligned with legal\nrequirements to prevent and prohibit improper practices, including policies, programs, and training for our employees and third party intermediaries\nacting on our behalf. However, existing safeguards and any future improvements may not always be effective, and our employees, consultants, sales\nagents or distributors may engage in conduct for which we could be held responsible. In addition, regulators could seek to hold us liable for conduct\ncommitted by companies in which we invest or that we acquire. Any alleged or actual violations of these regulations may subject us to government\nscrutiny, criminal or civil sanctions and other liabilities, including exclusion from government contracting, and could disrupt our business, adversely\naffect our reputation and result in a material adverse effect on our business, results of operations, financial condition, and cash flows.\nLaws and regulations governing international business operations could adversely impact our business.\nThe U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and the U.S. Commerce Department’s Bureau of Industry and\nSecurity (BIS) administer certain laws and regulations that restrict U.S. persons and, in some instances, non-U.S. persons, in conducting activities,\ntransacting business with, or making investments in, certain countries, governments, entities and individuals subject to U.S. economic sanctions or\nexport restrictions. Our international operations subject us to these laws and regulations, which are complex, restrict our business dealings with\ncertain countries, governments, entities, and individuals, and are constantly changing. Further restrictions may be enacted, amended, enforced or\ninterpreted in a manner that materially impacts our operations.\nFrom time to time, certain of our subsidiaries have limited business dealings in countries subject to comprehensive sanctions, including Iran, Syria,\nCuba, and the region of Crimea, as well as Russia and Belarus. Certain of our subsidiaries sell medical devices, and may provide related services, to\ndistributors and other purchasing bodies in such countries or regions. These business dealings represent an insignificant amount of our consolidated\nrevenues and income, but expose us to a heightened risk of violating applicable sanctions regulations. Violations of these regulations are punishable\nby civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts and revocations or\nrestrictions of licenses, as well as criminal fines and imprisonment. We have established policies and procedures designed to assist with our\ncompliance with such laws and regulations. However, such regulations may impact our ability to continue operations in certain countries and require\nadditional licenses which we may not be able to obtain or maintain. There can be no assurance that our policies and procedures will prevent us from\nviolating these regulations in every transaction in which we may engage, and such a violation could adversely affect our reputation, business, results\nof operations, financial condition, and cash flows.\nClimate change, or legal, regulatory or market measures to address climate change may materially adversely affect our financial condition and\nbusiness operations.\nClimate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere presents risks to our current\nand future operations. We face current and long-term operational risks and have in the past experienced business interruptions from severe weather\nevents and other natural conditions, such as hurricanes, tornadoes, droughts, extreme temperatures, wildfires or flooding. Such severe weather\nevents caused by or related to climate change or other conditions caused by natural disasters have in the past and could in the future increase our\noperational costs, pose physical risks to our facilities and adversely impact our supply chain, including: manufacturing and distribution networks,\nthe availability and cost of raw materials and components, energy supply, transportation, or other inputs necessary for the operation of our business.\nThe impacts of climate change on global water resources may result in water scarcity, which could impact our ability to access sufficient quantities\nof water in certain locations and result in increased costs. Although it is difficult to predict and adequately prepare to meet the challenges to our\nbusiness posed by climate change, concerns over climate change also could result in new laws or regulations that are more stringent than current\nlegal or regulatory requirements, and we may experience increased compliance burdens and costs to meet the regulatory obligations as well as\nadverse impacts on raw material sourcing, manufacturing operations and the distribution of our products.\nWe are subject to environmental laws and regulations and the risk of environmental liabilities, violations and litigation.\nWe are subject to environmental, health, and safety laws, and regulations concerning, among other things, the generation, handling, transportation,\nand disposal of hazardous substances or wastes, the remediation of hazardous substances or materials at various sites, and emissions or discharges\ninto the land, air or water. We are further subject to numerous laws and regulations concerning, among other things, chemical constituents in medical\nproducts and end-of-life disposal and take-back programs for medical devices. Our operations and those of certain third-party suppliers involve the\nuse of substances subject to these laws and regulations, primarily those used in manufacturing and sterilization processes. If we or our suppliers\nviolate these environmental laws and regulations, facilities could be shut down and violators could be fined, or otherwise sanctioned. New laws and\nregulations, violations of these laws or regulations, stricter enforcement of existing requirements, or the discovery of previously unknown\ncontamination could require us to incur costs or could become the basis for new or increased liabilities that could be material.\nWe are subject to risks related to our environmental, social and governance (ESG) practices and initiatives.\nThere is continued focus from our stakeholders, as well as regulatory authorities in the U.S., E.U. and other global jurisdictions in which we operate,\non ESG practices and disclosure. If we do not succeed in meeting or are perceived as not meeting, stated goals and objectives, in any number of\nESG matters, such as environmental stewardship, ID&E initiatives, supply chain practices, good corporate governance,\n20\n\n\nTable of Contents\nworkplace conduct and support for local communities, or if we do not effectively respond to new or revised legal, regulatory or reporting\nrequirements concerning climate change or other sustainability concerns, we may be subject to regulatory fines and penalties, our reputation or the\nreputation of our brands may suffer, we may be unable to attract and retain top talent, and our stock price may be negatively affected. In addition,\nenhanced and sometimes conflicting ESG laws, regulations and expectations in the jurisdictions in which we do business may increase compliance\nburdens and costs for third parties throughout our global supply chain, which could cause disruption in the sourcing, manufacturing and distribution\nof our products and adversely affect our business, financial condition or results of operations.\nFurther, we have made several public disclosures of objectives and targets (targets) relating to product stewardship, ID&E, patient safety and\nproduct quality, access and innovation, and climate stewardship, including our ambition to be carbon neutral in our operations by 2030 and to\nachieve net zero emissions by 2045. Although we intend to achieve these targets, we may be required to expend significant resources to do so, which\ncould increase our operational costs. In addition, there can be no assurance of the extent to which any of our targets will be achieved, or that any\nfuture investments we make to achieve such targets will meet investor, legal and/or any other regulatory expectations and requirements. If we are\nunable to meet our targets, we may face litigation and could incur regulatory fines and penalties or adverse publicity and reaction from investors,\nadvocacy groups or other stakeholders that may adversely impact our business, demand for our products and services, and/or our financial condition\nand results of operations.\nOur insurance program may not be adequate to cover future losses.\nWe have elected to self-insure most of our insurable risks across the Company, and we made this decision based on cost and availability factors in\nthe insurance marketplace. We manage and maintain a portion of our self-insured program through a wholly-owned captive insurance company. We\ncontinue to maintain a directors and officers liability insurance policy with third-party insurers that provides coverage for the directors and officers\nof the Company. We continue to monitor the insurance marketplace to evaluate the value of obtaining insurance coverage for other categories of\nlosses in the future. Although we believe, based on historical loss trends, that our self-insurance program accruals and our existing insurance\ncoverage will be adequate to cover future losses, historical trends may not be indicative of future losses. The absence of third-party insurance\ncoverage for other categories of losses increases our exposure to unanticipated claims and these losses could have a material adverse impact on our\nbusiness, results of operations, financial condition, and cash flows.\nChanges in tax laws or exposure to additional income tax liabilities could have a material impact on our business, results of operations,\nfinancial condition, and cash flows.\nThe Organization for Economic Co-operation and Development (OECD) published Pillar Two Model Rules defining the global minimum tax, which\ncalls for the taxation of large multinational corporations at a minimum rate of 15% in each jurisdiction in which the group operates. The OECD has\nsince issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar Two global minimum tax. A\nnumber of countries, including Ireland, have enacted legislation to implement the core elements of Pillar Two, which will be effective for Medtronic\nin fiscal year 2025. We continue to evaluate the impacts of the enacted Pillar Two legislation. The tax laws, inclusive of Pillar Two legislation, in the\nU.S., Ireland and other countries in which we and our affiliates do business could change on a prospective or retroactive basis, and any such changes\ncould have a material impact on our business, results of operations, financial condition, and cash flows.\nWe are subject to ongoing tax audits in the various jurisdictions in which we operate. Tax authorities may disagree with certain positions we have\ntaken and assess additional taxes. We regularly assess the likely outcomes of these audits in order to determine the appropriateness of our tax\nprovision. However, there can be no assurance that we will accurately predict the outcomes of these audits, and the actual outcomes of these audits\ncould have a material impact on our business, results of operations, financial condition, and cash flows.\nWe have recorded reserves for potential payments of tax to various tax authorities related to uncertain tax positions. However, the calculation of\nsuch tax liabilities involves the application of complex tax laws, regulations and treaties (where applicable) in many jurisdictions. Therefore, any\ndispute with a tax authority may result in a payment that is significantly different from current estimates. If payment of these amounts ultimately\nproves to be less than the recorded amounts, the reversal of the liabilities generally would result in tax benefits being recognized in the period when\nwe determine the liabilities are no longer necessary. If our estimate of tax liabilities proves to be less than the amount for which it is ultimately\nliable, we would incur additional charges, and such charges could have a material adverse effect on our business, results of operations, financial\ncondition, and cash flows.\nThe outcome of Medtronic, Inc.'s U.S. tax litigation could have a material adverse impact on our financial condition.\nIn March 2009, the IRS issued its audit report for Medtronic, Inc. for fiscal years 2005 and 2006. Medtronic, Inc. reached agreements with the IRS\non some, but not all matters related to these fiscal years. The remaining unresolved issue for fiscal years 2005 and 2006 relates to the allocation of\nincome between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico, which is one of our key manufacturing sites. The Tax\nCourt issued its opinion in August 2022, the IRS filed a Notice of Appeal to the U.S. Court of Appeals for the Eighth Circuit in September 2023, and\nMedtronic subsequently filed a cross-appeal in October 2023. An adverse outcome in this matter could materially and adversely affect our business,\nresults of operations, financial condition, and cash flows. See Note 18 to the consolidated financial statements in \"Item 8. Financial Statements and\nSupplementary Data\" in this Annual Report on Form 10-K.\n21\n\n\nTable of Contents\nFuture potential changes to the U.S. tax laws could result in us being treated as a U.S. corporation for U.S. federal tax purposes, and the IRS\nmay not agree with the conclusion that we should be treated as a foreign corporation for U.S. federal income tax purposes.\nBecause Medtronic plc is organized under the laws of Ireland, we would generally be classified as a foreign corporation under the general rule that a\ncorporation is considered tax resident in the jurisdiction of its organization or incorporation for U.S. federal income tax purposes. Even so, the IRS\nmay assert that we should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to\nSection 7874 of the U.S. Internal Revenue Code of 1986, as amended (the Code). In addition, a retroactive change to U.S. tax laws in this area could\nchange this classification. If we were to be treated as a U.S. corporation for federal tax purposes, we could be subject to substantially greater U.S.\ntax liability than currently contemplated as a non-U.S. corporation.\nLegislative or other governmental action relating to the denial of U.S. federal or state governmental contracts to U.S. companies that redomicile\nabroad could adversely affect our business.\nVarious U.S. federal and state legislative proposals that would deny governmental contracts to U.S. companies that move their corporate location\nabroad may affect us. We are unable to predict the likelihood that, or final form in which, any such proposed legislation might become law, the\nnature of the regulations that may be promulgated under any future legislative enactments, or the effect such enactments and increased regulatory\nscrutiny may have on our business.\nRisks Relating to Our Jurisdiction of Incorporation\nWe are incorporated in Ireland, and Irish law differs from the laws in effect in the U.S. and may afford less protection to holders of our\nsecurities.\nOur shareholders may have more difficulty protecting their interests than would shareholders of a corporation incorporated in a jurisdiction of the\nUnited States. It may not be possible to enforce court judgments obtained in the U.S. against us in Ireland based on the civil liability provisions of\nthe U.S. federal or state securities laws. In addition, there is some uncertainty as to whether the courts of Ireland would recognize or enforce\njudgments of U.S. courts obtained against us or our directors or officers based on the civil liabilities provisions of the U.S. federal or state securities\nlaws or hear actions against us or those persons based on those laws. We have been advised that the U.S. currently does not have a treaty with\nIreland providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the\npayment of money rendered by any U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal or state securities\nlaws, would not automatically be enforceable in Ireland.\nAs an Irish company, we are governed by the Irish Companies Act 2014, which differs in some material respects from laws generally applicable to\nU.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions and shareholder\nlawsuits. Likewise, the duties of directors and officers of an Irish company generally are owed to the company only. Shareholders of Irish companies\ngenerally do not have a personal right of action against directors or officers of the company and may exercise such rights of action on behalf of the\ncompany only in limited circumstances. Accordingly, holders of our securities may have more difficulty protecting their interests than would holders\nof securities of a corporation incorporated in the U.S.\nAs an Irish public limited company, certain capital structure decisions require shareholder approval, which may limit Medtronic’s flexibility to\nmanage its capital structure.\nUnder Irish law, our authorized share capital can be increased by an ordinary resolution of our shareholders and the directors may issue new\nordinary or preferred shares, without shareholder approval, once authorized to do so by our articles of association or by an ordinary resolution of our\nshareholders. Additionally, subject to specified exceptions, Irish law grants statutory preemption rights to existing shareholders where shares are\nbeing issued for cash consideration but allows shareholders to disapply such statutory preemption rights either in our articles of association or by\nway of special resolution. Such disapplication can either be generally applicable or be in respect of a particular allotment of shares. Accordingly, at\nour 2023 Annual General Meeting, our Shareholders authorized our Board of Directors to issue up to 20% of our issued ordinary shares and further\nauthorized our Board of Directors to issue such shares for cash without first offering them to our existing shareholders. Both of these authorizations\nwill expire on April 19, 2025, unless renewed by shareholders for a further period. We anticipate seeking new authorizations at our 2024 Annual\nGeneral Meeting and in subsequent years. We cannot provide any assurance that these authorizations will always be approved, which could limit our\nability to issue equity and thereby adversely affect the holders of our securities.\nA transfer of our shares, other than ones effected by means of the transfer of book-entry interests in the Depository Trust Company, may be\nsubject to Irish stamp duty.\nTransfers of our shares effected by means of the transfer of book entry interests in the Depository Trust Company (DTC) will not be subject to Irish\nstamp duty. However, if a shareholder holds our shares directly rather than beneficially through DTC, any transfer of shares could be subject to Irish\nstamp duty (currently at the rate of 1% of the higher of the price paid or the market value of the shares acquired). Payment of Irish stamp duty is\ngenerally a legal obligation of the transferee. The potential for stamp duty could adversely affect the price of shares.\n22\n\n\nTable of Contents\nIn certain limited circumstances, dividends we pay may be subject to Irish dividend withholding tax and dividends received by Irish residents and\ncertain other shareholders may be subject to Irish income tax.\nIn certain limited circumstances, dividend withholding tax (currently at a rate of 25%) may arise in respect of dividends paid on our shares. A\nnumber of exemptions from dividend withholding tax exist such that shareholders resident in the U.S. and other specified countries that have a tax\ntreaty with Ireland may be entitled to exemptions from dividend withholding tax.\nShareholders resident in the U.S. that hold their shares through DTC will not be subject to dividend withholding tax, provided the addresses of the\nbeneficial owners of such shares in the records of the brokers holding such shares are recorded as being in the U.S. (and such brokers have further\ntransmitted the relevant information to a qualifying intermediary appointed by us). However, other shareholders may be subject to dividend\nwithholding tax, which could adversely affect the price of their shares.\nShareholders entitled to an exemption from Irish dividend withholding tax on dividends received from us will not be subject to Irish income tax in\nrespect of those dividends unless they have some connection with Ireland other than their shareholding in our Company (for example, they are\nresident in Ireland). Shareholders who are not resident nor ordinarily resident in Ireland, but who receive dividends subject to Irish dividend\nwithholding tax, will generally have no further liability to Irish income tax on those dividends.\nOur shares received by means of a gift or inheritance could be subject to Irish capital acquisitions tax.\nIrish capital acquisitions tax (CAT) could apply to a gift or inheritance of our shares irrespective of the place of residence, ordinary residence or\ndomicile of the parties. This is because our shares will be regarded as property situated in Ireland. The person who receives the gift or inheritance\nhas primary liability for CAT. Gifts and inheritances passing between spouses are exempt from CAT. Children currently have a tax-free threshold of\n€335,000 in respect of taxable gifts or inheritances received from their parents.\nEconomic and Industry Risks\nChanges in the prices of our goods and services, customer purchasing patterns and stocking dynamics, and/or inflationary costs may have a\nmaterial adverse effect on our business, results of operations, financial condition, and cash flows.\nWe have had, and may continue to have, periods when prices for certain of our goods and services decrease due to pricing pressure from managed\ncare organizations and other third-party payors on our customers; increased market power of our customers as the healthcare industry consolidates;\nperiodic variation in timing, volume, and pricing associated with customer purchasing patterns and stocking dynamics; and increased competition\namong medical engineering and manufacturing services providers. We have also recently experienced, and may continue to experience, rising costs\ndue to inflation. If the prices for our goods and services change for any reason or inflation continues to rise, we may be unable to sufficiently reduce\nour expenses or offset rising costs through increased prices to customers. As a result, our business, results of operations, financial condition, and\ncash flows may be adversely affected.\nWe are subject to a variety of risks associated with global operations that could adversely affect our profitability and operating results.\nWe develop, manufacture, distribute and sell our products globally. We intend to continue to expand our operations and to pursue growth\nopportunities outside the U.S., especially in emerging markets. Operations in different countries including emerging markets could expose us to\nadditional and greater risks and potential costs, including:\n•\nfluctuations in currency exchange rates,\n•\nhealthcare reform legislation,\n•\nthe need to comply with different regulatory regimes worldwide that are subject to change and that could restrict our ability to manufacture\nand sell our products,\n•\nlocal product preferences and product requirements,\n•\nlonger-term receivables than are typical in the U.S.,\n•\neconomic sanctions, export controls, trade protection measures, tariffs and other border taxes, and import or export licensing requirements,\n•\nless intellectual property protection in some countries outside the U.S. than exists in the U.S.,\n•\ndifferent labor regulations and workforce instability,\n•\npolitical and economic instability, including as a result of armed conflicts and insurrections,\n•\nrestrictions on local currency conversion or cash extraction,\n•\npotentially negative consequences from changes in or interpretations of tax laws, and\n•\neconomic instability and inflation, recession or interest rate fluctuations.\nThe ongoing global economic competition and trade tensions between the U.S. and China present risk to Medtronic. Although we have been able to\nmitigate some of the impact on Medtronic from increased duties imposed by both sides (through petitioning both governments for\n23\n\n\nTable of Contents\ntariff exclusions and other mitigations), the risk remains of additional tariffs and other kinds of restrictions. Tariff exclusions awarded to Medtronic\nby the U.S. Government require periodic renewal, and policies for granting exclusions could shift. The U.S. and China, which comprises\napproximately seven percent of our total revenues, could impose other types of restrictions such as limitations on government procurement or\ntechnology export restrictions, which could affect Medtronic’s access to the markets.\nThe Russia-Ukraine conflict and resulting sanctions and export restrictions are creating barriers to doing business in Russia and Belarus and\nadversely impacting global supply chains. While we have no manufacturing, distribution or direct material suppliers in the region, we continue to\nclosely monitor the potential raw material/sub-tier supplier impact in both Russia and Ukraine including materials like palladium and neon, which\nare both dependent on Russia supply. Additional sanctions, export restrictions, and potential countermeasures within Russia, along with geopolitical\nshifts in Asia and disruptions relating to Israel's conflict in Gaza, may lead to greater uncertainty that could cause additional adverse impacts on\nglobal supply chains and our business, results of operations, financial condition, and cash flows.\nMore generally, several governments including the U.S. have raised the possibility of policies to induce “re-shoring” of supply chains, less reliance\non imported supplies, and greater national production. Examples include potential “Buy America” requirements in the U.S. If such steps triggered\nretaliation in other markets restricting access to foreign products in purchases by their government-owned healthcare systems, the result could be a\nsignificant impact on Medtronic.\nOther significant changes or disruptions to international trade arrangements, such as termination or modifications of other existing trade agreements,\nmay adversely affect our business, results of operations, financial condition, and cash flows. In addition, a significant amount of our trade\nreceivables are with national healthcare systems in many countries. Repayment of these receivables is dependent upon the political and financial\nstability of those countries. In light of these global economic fluctuations, we continue to monitor the creditworthiness of customers. Failure to\nreceive payment of all or a significant portion of these receivables could adversely affect our business, results of operations, financial condition, and\ncash flows.\nFinally, changes in currency exchange rates may impact the reported value of our revenues, expenses, and cash flows. In addition, the impact of\ncurrency devaluations in countries experiencing significant currency exchange fluctuations could negatively impact the Company's operating results.\nWe cannot predict changes in currency exchange rates, the impact of exchange rate changes, nor the degree to which we will be able to manage the\nimpact of currency exchange rate changes.\nMarket disruptions resulting in diminished liquidity, or healthcare professional and staff strikes or other work stoppages, could adversely affect\nour revenues, results of operation, or financial condition.\nDisruptions in international markets and supporting financial services and uncertainty about economic conditions (for instance, resulting from credit\nscarcity, geopolitical risks and sovereign debt deterioration), have in the past caused periods of tightened credit availability and increased volatility\nin liquidity and borrowing terms. If these conditions were to recur or worsen, we may experience reduced demand for a number of our products. We\nalso could experience reduced sales and profits due to delayed payments or the insolvency of healthcare professionals, hospitals and other\ncustomers, suppliers and vendors who experience liquidity issues, including as a result of cybersecurity incidents impacting private and government\nhealth insurance payors. In addition, healthcare professional and staff strikes or other work stoppages have in the past and may in the future cause\nreduced demand for our products. As a result, our business, results of operations, financial condition, and cash flows could be adversely affected.\nConsolidation in the healthcare industry and the growing prevalence of ambulatory surgery centers (ASCs) could have an adverse effect on our\nrevenues and results of operations.\nMany healthcare industry companies, including healthcare systems, distributors, manufacturers, providers, and insurers, are consolidating or have\nformed strategic alliances. As the healthcare industry consolidates, competition to provide goods and services to industry participants will become\nmore intense. Further, this consolidation creates larger enterprises with greater negotiating power, which can be used to negotiate price concessions.\nIn addition, the movement of procedures to ASCs could also create downward pricing pressure. If we must reduce our prices because of industry\nconsolidation or ASC procedures, or if we lose customers as a result of consolidation or ASC procedures, our business, results of operations,\nfinancial condition, and cash flows could be adversely affected.\nHealthcare industry cost-containment measures could result in reduced sales of our medical devices and medical device components.\nMost of our customers, and the healthcare providers to whom our customers supply medical devices, rely on third-party payors, including\ngovernment programs and private health insurance plans, to reimburse some or all of the cost of the procedures in which medical devices that\nincorporate components we manufacture or assemble are used. The continuing efforts of governmental authorities, insurance companies and other\npayors of healthcare costs to contain or reduce these costs could lead to patients being unable to obtain approval for payment from these third-party\npayors. If third-party payor payment approval cannot be obtained by patients, sales of finished medical devices that include our components may\ndecline significantly and our customers may reduce or eliminate purchases of our components. The cost-containment measures that healthcare\nproviders are instituting, both in the U.S. and outside of the U.S., could harm our ability to operate profitably. For example, managed care\norganizations have successfully negotiated volume discounts for pharmaceuticals, and GPOs and IDNs have also\n24\n\n\nTable of Contents\nconcentrated purchasing decisions for some customers, which has led to downward pricing pressure for medical device companies, including us.\nItem 1B. Unresolved Staff Comments\nNone.\nItem 1C. Cybersecurity\nRisk Management and Strategy\nWe have designed and implemented a cybersecurity risk management program to help us identify, assess, and mitigate cybersecurity risks relevant\nto our business, based on the National Institute of Standards and Technology (NIST) Cyber Security Framework 2.0.\nOur cybersecurity risk management program includes:\n•\ndedicated cybersecurity professionals who analyze cybersecurity threats, define cybersecurity policy and requirements, implement\nprotections, and monitor and respond to cybersecurity incidents,\n•\ncybersecurity regulatory based risk assessments for the Company’s systems and applications (where required),\n•\na formal incident response plan, in which incidents are classified based upon the severity, impact, and the potential harm that can be caused\nby the incident,\n•\nannual information security training program for all employees, including phishing awareness training,\n•\ncybersecurity works closely with application development and infrastructure & operation teams to embed security considerations into the\nfoundation of technology,\n•\nengagement of third-party service providers to conduct assessment of the Company’s cybersecurity risk management program, penetration\ntesting, and vulnerability testing,\n•\na third-party risk assessment process for service providers, suppliers, and vendors.\nIn addition, given the smart technology within our devices, our product security includes design protocols and is supported by quality systems\ntesting and use scanning tools to assess and detect vulnerabilities that could affect our products.\nRisks from cybersecurity threats are integrated into Medtronic’s enterprise risk management (ERM) program. The ERM program establishes a risk\nmanagement framework that seeks to identify, assess, and mitigate risks that could materially impact the Company’s business and operation.\nTo date, the Company is not aware of any cybersecurity incident that has had or is reasonably likely to have a material impact on the Company’s\nbusiness or operations. However, despite our security measures, there can be no assurance that the Company, or the third parties with which we\ninteract, will not experience a cybersecurity incident in the future that may materially affect us. See Item 1A. Risk Factors under, “We rely on the\nproper function, security and availability of our information technology systems and data, as well as those of third parties throughout our global\nsupply chain and our customer and payor base, to operate our business, and a breach, cyber-attack or other disruption to these systems or data\ncould materially and adversely affect our business, results of operations, financial condition, cash flows, reputation or competitive position.”\nGovernance\nThe cybersecurity risk management program is led by the Chief Information Security Officer (CISO). Our CISO has over 28 years of experience\nassisting public and privately held companies in a variety of industries, leading several enterprise-wide transformation initiatives to adapt to\nchanging cybersecurity threats. The CISO has held various executive level positions within Fortune 500 companies. Our CISO reports to the Chief\nInformation Officer (CIO), who leads the Global Information Technology (IT) organization and works closely with the Executive Committee to\nguide strategic direction and IT decisions to drive business outcomes.\nOur Board of Directors is engaged in the Company’s ERM program and receives briefings on the outcomes of the ERM program and the steps the\nCompany takes to mitigate risks that the program identifies. The Quality Committee of the Board oversees the Company’s cybersecurity strategies,\nsystems, and controls to ensure reliability and prevent unauthorized access. The Audit Committee discusses policies with respect to risk assessment\nand risk management, including risks associated with the reliability and security of the Company’s information technology and security systems,\nand the steps management has undertaken to monitor and control such exposures. The Audit Committee receives regular updates on the Company’s\ncybersecurity risk management program from the CISO and CIO.\nItem 2. Properties\nMedtronic's principal executive office is located in Ireland and is leased by the Company, while its main operational offices are located in the\nMinneapolis, Minnesota metropolitan area and are owned by the Company.\n25\n\n\nTable of Contents\nThe Company's total manufacturing and research space is approximately 9.9 million square feet. Approximately 36 percent of the manufacturing or\nresearch facilities are owned by Medtronic and the remaining balance is leased. The following is a summary of the Company's largest manufacturing\nfacilities by location:\nLocation Country or State\nSquare Feet (in thousands)\nConnecticut\n1,138 \nPuerto Rico\n812 \nMexico\n762 \nChina\n708 \nMinnesota\n568 \nIreland\n446 \nDominican Republic\n395 \nArizona\n294 \nSwitzerland\n283 \nCalifornia\n258 \nMassachusetts\n250 \nFrance\n249 \nItaly\n230 \nColorado\n228 \nMedtronic also maintains sales and administrative offices outside the U.S. at 114 locations in 62 countries. A majority of these locations are leased.\nThe Company is using substantially all of its currently available productive space to develop, manufacture, and market its products. The Company's\nfacilities are well-maintained, suitable for their respective uses, and adequate for current needs.\nItem 3. Legal Proceedings\nIn accordance with Item 103 of Regulation S-K, we have adopted a $1 million disclosure threshold for proceedings under environmental laws to\nwhich a governmental authority is a party, as we believe matters under this threshold are not material to the Company. A discussion of the\nCompany’s legal proceedings and other loss contingencies are described in Note 18 to the consolidated financial statements in “Item 8. Financial\nStatements and Supplementary Data” in this Annual Report on Form 10-K.\nItem 4. Mine Safety Disclosures\nNot applicable.\n26\n\n\nTable of Contents\nPART II\nItem 5. Market for Medtronic’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities\nThe Company’s ordinary shares are listed on the New York Stock Exchange under the symbol “MDT.”\nThe following table provides information about the shares repurchased by the Company during the fourth quarter of fiscal year 2024:\nFiscal Period\nTotal Number of\nShares Purchased\nAverage Price\nPaid per Share\nTotal Number of Shares\nPurchased as a Part of\nPublicly Announced\nProgram\nMaximum Approximate\nDollar Value of Shares that\nmay yet be Purchased Under\nthe Program\n1/27/2024-2/23/2024\n2,514,000 \n$\n85.99 \n2,514,000 \n$\n1,700,959,792 \n2/24/2024-3/29/2024\n6,591,630 \n84.54 \n6,591,630 \n6,143,724,275 \n3/30/2024-4/26/2024\n10,361,791 \n82.03 \n10,361,791 \n5,293,724,420 \nTotal\n19,467,421 \n$\n83.39 \n19,467,421 \n$\n5,293,724,420 \nIn March 2019, the Company's Board of Directors authorized the repurchase of $6.0 billion of the Company's ordinary shares. In March 2024, the\nCompany's Board of Directors authorized an incremental $5.0 billion for share repurchases. There is no specific time-period associated with these\nrepurchase authorizations. For additional discussion, see Note 11 to the consolidated financial statements in “Item 8. Financial Statements and\nSupplementary Data” in this Annual Report on Form 10-K.\nOn June 17, 2024, there were approximately 20,132 shareholders of record of the Company’s ordinary shares. Ordinary cash dividends declared and\npaid totaled $0.69 per share for each quarter of fiscal year 2024 and $0.68 per share for each quarter of fiscal year 2023. On May 23, 2024, the\nCompany announced an increase in Medtronic's cash dividends for the first quarter of fiscal year 2025, raising the amount to $0.70 per share.\nStock Performance Graph\nThe following graph compares the cumulative total shareholder return on Medtronic’s ordinary shares with the cumulative total shareholder return\non the Standard & Poor’s (S&P) 500 Index and the S&P 500 Health Care Equipment Index for the last five fiscal years. The graph assumes that\n$100 was invested at market close on April 26, 2019 in Medtronic’s ordinary shares, the S&P 500 Index, and the S&P 500 Health Care Equipment\nIndex and that all dividends were reinvested.\nCompany/Index\nApril 2019\nApril 2020\nApril 2021\nApril 2022\nApril 2023\nApril 2024\nMedtronic plc\n$\n100.00 \n$\n116.15 \n$\n156.57 \n$\n127.62 \n$\n114.95 \n$\n104.14 \nS&P 500 Index\n100.00 \n98.44 \n147.55 \n147.86 \n151.80 \n188.57 \nS&P 500 Health Care Equipment Index\n100.00 \n113.81 \n150.91 \n140.79 \n149.57 \n153.68 \n27\n\n\nTable of Contents\nFor information on the Company's equity compensation plans, see \"Item 12. Security Ownership of Certain Beneficial Owners and Management and\nRelated Shareholder Matters\" in this Annual Report on Form 10-K.\nIrish Restrictions on Import and Export of Capital\nExcept as indicated below, there are no restrictions on non-residents of Ireland dealing in Irish domestic securities, which includes ordinary shares of\nIrish companies. Except as indicated below, dividends and redemption proceeds also continue to be freely transferable to non-resident holders of\nsuch securities. The Financial Transfers Act, 1992 provides that the Irish Minister for Finance can make provision for the restriction of financial\ntransfers between Ireland and other countries. For the purposes of this Act, “financial transfers” include all transfers which would be movements of\ncapital or payments within the meaning of the treaties governing the E.U. if they had been made between Member States of the E.U. To date, the\nIrish Minister for Finance has restricted financial transfers between Ireland and a number of third countries and the list is subject to on-going\nchange.\nAny transfer of, or payment in respect of, a share or interest in a share involving the government of any country that is currently the subject of\nUnited Nations or E.U. sanctions, any person or body controlled by any of the foregoing, or by any person acting on behalf of the foregoing, may be\nsubject to restrictions pursuant to such sanctions as implemented into Irish law.\nIrish Taxes Applicable to U.S. Holders\nDividends paid by Medtronic will generally be subject to Irish dividend withholding tax (currently at a rate of 25 percent) unless an exemption\napplies.\nDividends paid to U.S. residents will not be subject to Irish dividend withholding tax provided that:\n•\nin the case of a beneficial owner of Medtronic shares held in the Depository Trust Company (DTC), the address of the beneficial owner in\nthe records of his or her broker is in the United States and this information is provided by the broker to the Company’s qualifying\nintermediary; or\n•\nin the case of a record owner, the record owner has provided to the Company’s transfer agent a valid U.S. Certification of Residence (Form\n6166) or valid Irish Non-Resident Form V2.\nIrish income tax may also arise with respect to dividends paid on Medtronic’s ordinary shares. A U.S. resident who meets one of the exemptions\nfrom dividend withholding tax described above and who does not hold Medtronic shares through a branch or agency in Ireland through which a\ntrade is carried on generally will not have any Irish income tax liability on a dividend paid by Medtronic. In addition, if a U.S. shareholder is subject\nto the dividend withholding tax, the withholding payment discharges any Irish income tax liability, provided the shareholder furnishes to the Irish\nRevenue authorities a statement of the dividend withholding tax imposed.\nWhile the U.S./Ireland Double Tax Treaty contains provisions regarding withholding, due to the wide scope of the exemptions from dividend\nwithholding tax available under Irish domestic law, it would generally be unnecessary for a U.S. resident shareholder to rely on the treaty\nprovisions.\nItem 6. Reserved\n28\n\n\nTable of Contents\nItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations\nUNDERSTANDING OUR FINANCIAL INFORMATION\nThe following discussion and analysis provides information management believes to be relevant to understanding the financial condition and results\nof operations of the Company. The discussion focuses on our financial results for the fiscal year ended April 26, 2024 (fiscal year 2024) and the\nfiscal year ended April 28, 2023 (fiscal year 2023). A discussion on our results of operations for fiscal year 2023 as compared to the year ended\nApril 29, 2022 (fiscal year 2022) is included in Part II, Item 7. \"Management's Discussion and Analysis of Financial Condition and Results of\nOperations\" of our Annual Report on Form 10-K for the year ended April 28, 2023, filed with the SEC on June 22, 2023, and is incorporated by\nreference into this Form 10-K. You should read this discussion and analysis along with our consolidated financial statements and related notes\nthereto at April 26, 2024 and April 28, 2023 and for fiscal years 2024, 2023, and 2022, which are presented within \"Item 8. Financial Statements and\nSupplementary Data\" in this Annual Report on Form 10-K. Amounts reported in millions within this annual report are computed based on the\namounts in thousands, and therefore, the sum of the components may not equal the total amount reported in millions due to rounding. Additionally,\ncertain columns and rows within tables may not sum due to rounding.\nFinancial Trends\nThroughout this Management’s Discussion and Analysis, we present certain financial measures that facilitate management's review of the\noperational performance of the Company and as a basis for strategic planning; however, such financial measures are not presented in our financial\nstatements prepared in accordance with accounting principles generally accepted in the United States (U.S.) (U.S. GAAP). These financial measures\nare considered \"non-GAAP financial measures\" and are intended to supplement, and should not be considered as superior to, financial measures\npresented in accordance with U.S. GAAP. We believe that non-GAAP financial measures provide information useful to investors in understanding\nthe Company's underlying operational performance and trends and may facilitate comparisons with the performance of other companies in the\nmedical technologies industry.\nAs presented in the GAAP to Non-GAAP Reconciliations section on the following pages, our non-GAAP financial measures exclude the impact of\namortization of intangible assets and certain charges or benefits that contribute to or reduce earnings and that may affect financial trends and include\ncertain charges or benefits that result from transactions or events that we believe may or may not recur with similar materiality or impact to our\noperations in future periods (Non-GAAP Adjustments).\nIn the event there is a Non-GAAP Adjustment recognized in our operating results, the tax cost or benefit attributable to that item is separately\ncalculated and reported. Because the effective rate can be significantly impacted by the Non-GAAP Adjustments that take place during the period,\nwe often refer to our tax rate using both the effective rate and the non-GAAP nominal tax rate (Non-GAAP Nominal Tax Rate). The Non-GAAP\nNominal Tax Rate is calculated as the income tax provision, adjusted for the impact of Non-GAAP Adjustments, as a percentage of income before\nincome taxes, excluding Non-GAAP Adjustments.\nFree cash flow is a non-GAAP financial measure calculated by subtracting property, plant, and equipment additions from operating cash flows.\nRefer to the “GAAP to Non-GAAP Reconciliations,\" \"Income Taxes,\" and \"Free Cash Flow\" sections for reconciliations of the non-GAAP financial\nmeasures to their most directly comparable financial measures prepared in accordance with U.S. GAAP.\n29\n\n\nTable of Contents\nEXECUTIVE LEVEL OVERVIEW\nThe following is a summary of revenue, diluted earnings per share, and cash flow for fiscal years 2024 and 2023:\nGAAP to Non-GAAP Reconciliations\nThe tables below present reconciliations of our Non-GAAP financial measures to the most directly comparable financial measures prepared in\naccordance with U.S. GAAP for fiscal years 2024 and 2023.\n \nFiscal year ended April 26, 2024\n(in millions, except per share data)\nIncome Before\nIncome Taxes\nIncome Tax\nProvision\n(Benefit)\nNet Income\nAttributable to\nMedtronic\nDiluted EPS\nEffective Tax Rate\nGAAP\n$\n4,837 \n$\n1,133 \n$\n3,676 \n$\n2.76 \n23.4 %\nNon-GAAP Adjustments:\nAmortization of intangible assets\n1,693 \n258 \n1,435 \n1.08 \n15.2 \nRestructuring and associated costs\n389 \n66 \n323 \n0.24 \n17.0 \nAcquisition and divestiture-related items \n777 \n113 \n664 \n0.50 \n14.5 \nCertain litigation charges, net\n149 \n31 \n118 \n0.09 \n20.8 \n(Gain)/loss on minority investments \n308 \n2 \n305 \n0.23 \n0.6 \nMedical device regulations \n119 \n22 \n97 \n0.07 \n18.5 \nCertain tax adjustments, net \n— \n(299)\n299 \n0.22 \n— \nNon-GAAP\n$\n8,273 \n$\n1,327 \n$\n6,918 \n$\n5.20 \n16.0 %\n (1)\n(2)\n(3)\n(4)\n(5)\n30\n\n\nTable of Contents\n \nFiscal year ended April 28, 2023\n(in millions, except per share data)\nIncome Before\nIncome Taxes\nIncome Tax\nProvision\n(Benefit)\nNet Income\nAttributable to\nMedtronic\nDiluted EPS\nEffective Tax Rate\nGAAP\n$\n5,364 \n$\n1,580 \n$\n3,758 \n$\n2.82 \n29.5 %\nNon-GAAP Adjustments:\nAmortization of intangible assets\n1,698 \n255 \n1,443 \n1.08 \n15.0 \nRestructuring and associated costs\n647 \n139 \n507 \n0.38 \n21.5 \nAcquisition and divestiture-related items \n345 \n29 \n316 \n0.24 \n8.4 \nCertain litigation charges \n(30)\n(8)\n(23)\n(0.02)\n26.7 \n(Gain)/loss on minority investments \n(33)\n2 \n(29)\n(0.02)\n(6.1)\nMedical device regulations \n150 \n30 \n120 \n0.09 \n20.0 \nDebt redemption premium and other charges \n53 \n11 \n42 \n0.03 \n20.8 \nCertain tax adjustments, net\n— \n(910)\n910 \n0.68 \n— \nNon-GAAP\n$\n8,194 \n$\n1,128 \n$\n7,045 \n$\n5.29 \n13.8 %\n(1)\nAssociated costs include costs incurred as a direct result of the restructuring program, such as salaries for employees supporting the program, consulting\nexpenses, and asset write-offs.\n(2)\nThe charges predominantly include $439 million of charges related to the February 20, 2024 decision to exit the Company's ventilator product line, which\nprimarily includes long-lived intangible asset impairments and inventory write-downs. In addition, other charges primarily consist of changes in fair value of\ncontingent consideration and associated costs related to the previously contemplated separation of the PMRI businesses.\n(3)\nWe exclude unrealized and realized gains and losses on our minority investments as we do not believe that these components of income or expense have a\ndirect correlation to our ongoing or future business operations.\n(4)\nThe charges represent incremental costs of complying with the new European Union medical device regulations for previously registered products and\nprimarily include charges for contractors supporting the project and other direct third-party expenses. We consider these costs to be duplicative of previously\nincurred costs and/or one-time costs, which are limited to a specific time period.\n(5)\nThe net charge primarily relates to an income tax reserve adjustment associated with the June 2023, Israeli Central-Lod District Court decision and the\nestablishment of a valuation allowance against certain net operating losses which were partially offset by a benefit from the change in a Swiss Cantonal tax rate\nassociated with previously established deferred tax assets from intercompany intellectual property transactions and the step up in tax basis for Swiss Cantonal\npurposes.\n(6)\nThe charges predominantly include non-cash pre-tax impairments, primarily related to goodwill, changes in the carrying value of the disposal group, and other\nassociated costs, as a result of the April 2023 sale of half of the Company's Renal Care Solutions (RCS) business; business combination costs, and associated\ncosts related to the previously contemplated separation of the PMRI businesses.\n(7)\nCertain litigation includes $35 million income related to the one-time payment received as a result of the Intellectual Property Agreement entered into with\nEdwards Lifesciences in April 2023.\n(8)\nThe charges relate to the early redemption of approximately $2.3 billion of debt and were recorded within interest expense, net within the consolidated\nstatements of income.\n(9)\nThe charge primarily relates to a $764 million reserve adjustment that was a direct result of the U.S. Tax Court opinion, issued in August 2022, on the\npreviously disclosed litigation regarding the allocation of income between Medtronic, Inc. and its wholly owned subsidiary operating in Puerto Rico. Additional\ncharges relate to the reduction of deferred tax assets due to the disallowance of certain interest deductions and the change in the reporting currency for certain\ncarryover attributes, and the amortization on previously established deferred tax assets from intercompany intellectual property transactions.\nFree Cash Flow\nFree cash flow, a non-GAAP financial measure, is calculated by subtracting additions to property, plant, and equipment from net cash provided by\noperating activities. Management uses this non-GAAP financial measure, in addition to U.S. GAAP financial measures, to evaluate our operating\nresults. Free cash flow should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with U.S.\nGAAP. Reconciliations between net cash provided by operating activities (the most comparable U.S. GAAP measure) and free cash flow are as\nfollows:\nFiscal Year\n(in millions)\n2024\n2023\nNet cash provided by operating activities\n$\n6,787 \n$\n6,039 \nAdditions to property, plant, and equipment\n(1,587)\n(1,459)\nFree cash flow\n$\n5,200 \n$\n4,580 \nRefer to the Summary of Cash Flows section for drivers of the change in cash provided by operating activities.\n (1)\n(6)\n(7)\n(3)\n(4)\n(8)\n (9)\n31\n\n\nTable of Contents\nNET SALES\nSegment and Division\nPrior period revenue has been recast to reflect the new reporting structure. The activity of the Company's Renal Care Solutions business and the\nventilator product line were moved out of Medical Surgical and into the Other line, and the retained PMRI businesses were combined into one\nbusiness unit called Acute Care & Monitoring in Medical Surgical. Refer to Note 19 to the consolidated financial statements for additional\ninformation regarding the Company's new reporting structure. The charts below illustrate the percent of net sales by segment for fiscal years 2024\nand 2023:\nThe table below includes net sales by segment and division for fiscal years 2024 and 2023:\n \n Net Sales by Fiscal Year\nPercent Change \n(in millions)\n2024\n2023\nCardiac Rhythm & Heart Failure\n$\n5,995 \n$\n5,783 \n4 %\nStructural Heart & Aortic\n3,358 \n3,363 \n— \nCoronary & Peripheral Vascular\n2,478 \n2,375 \n4 \nCardiovascular\n11,831 \n11,522 \n3 \nCranial & Spinal Technologies\n4,756 \n4,451 \n7 \nSpecialty Therapies\n2,905 \n2,815 \n3 \nNeuromodulation\n1,746 \n1,693 \n3 \nNeuroscience\n9,406 \n8,959 \n5 \nSurgical & Endoscopy\n6,508 \n6,152 \n6 \nAcute Care & Monitoring\n1,908 \n1,837 \n4 \nMedical Surgical\n8,417 \n7,989 \n5 \nDiabetes\n2,488 \n2,262 \n10 \nReportable segment net sales\n32,142 \n30,731 \n5 \nOther operating segment\n221 \n495 \n(55)\nTotal net sales\n$\n32,364 \n$\n31,227 \n4 %\n(1) Includes historical operations and ongoing transition agreements from businesses the Company has exited or divested, which primarily includes the Company's\nventilator product line and the Renal Care Solutions business.\n(1)\n32\n\n\nTable of Contents\nSegment and Market Geography\nThe charts below illustrate the percent of net sales by market geography for fiscal years 2024 and 2023:\nThe table below includes net sales by market geography for each of our segments for fiscal years 2024 and 2023:\nU.S.\nNon-U.S. Developed Markets\nEmerging Markets\n(in millions)\nFiscal Year\n2024\nFiscal Year\n2023\n% Change\nFiscal Year\n2024\nFiscal Year\n2023\n% Change\nFiscal Year\n2024\nFiscal Year\n2023\n% Change\nCardiovascular\n$\n5,597 \n$\n5,796 \n(3)% $\n3,857 \n$\n3,564 \n8 % $\n2,377 \n$\n2,161 \n10 %\nNeuroscience\n6,305 \n6,018 \n5 \n1,739 \n1,658 \n5 \n1,362 \n1,283 \n6 \nMedical Surgical\n3,717 \n3,549 \n5 \n3,049 \n2,917 \n5 \n1,650 \n1,522 \n8 \nDiabetes\n852 \n849 \n— \n1,284 \n1,106 \n16 \n352 \n307 \n15 \nReportable segment net\nsales\n16,471 \n16,212 \n2 \n9,929 \n9,245 \n7 \n5,742 \n5,273 \n9 \nOther operating segment\n91 \n160 \n(43)\n50 \n163 \n(69)\n81 \n172 \n(53)\nTotal net sales\n$\n16,562 \n$\n16,373 \n1 % $\n9,979 \n$\n9,408 \n6 % $\n5,823 \n$\n5,446 \n7 %\n(1)\nU.S. includes the United States and U.S. territories.\n(2)\nNon-U.S. developed markets include Japan, Australia, New Zealand, Korea, Canada, and the countries within Western Europe.\n(3)\nEmerging markets include the countries of the Middle East, Africa, Latin America, Eastern Europe, and the countries of Asia that are not included in the non-\nU.S. developed markets, as defined above.\n(4)\nIncludes historical operations and ongoing transition agreements from businesses the Company has exited or divested, which primarily includes the\nCompany's ventilator product line and the Renal Care Solutions business.\nThe increase in net sales for fiscal year 2024 was driven by growth in most businesses, including Surgical, Cranial & Spinal Technologies, Diabetes,\nand Cardiac Pacing, as well as strength in international markets. The net sales increase was partially offset by a $265 million one-time payment\nreceived in the fourth quarter of fiscal year 2023 as a result of an intellectual property agreement, as further discussed in the Cardiovascular net sales\nsection below.\n(1)\n(2)\n(3)\n(4)\n33\n\n\nTable of Contents\nLooking ahead, a number of macro-economic and geopolitical factors could negatively impact our business, including without limitation:\n•\nCompetitive product launches and pricing pressure, geographic macro-economic risks including fluctuations in currency\nexchange rates, general price inflation, changes in interest rates, reimbursement challenges, impacts from changes in the mix of\nour product offerings, delays in product registration approvals, replacement cycle challenges, and supply chain challenges from\ntime to time;\n•\nNational and provincial tender pricing for certain products, particularly in China;\n•\nThe sanctions and other measures being imposed in response to the Russia-Ukraine conflict are having and could continue to\nhave impacts on revenue and supply chain. The financial impact of the conflict in fiscal year 2024, including on accounts\nreceivable and inventory reserves, was not material. For fiscal year 2024, the business of the Company in these countries\nrepresented less than 1% of the Company's consolidated revenues and assets. Although the implications of this conflict are\ndifficult to predict at this time, the ongoing conflict may increase pressure on the global economy and supply chains, resulting in\nincreased future volatility risk for our business operations and performance.\n•\nAlthough the long-term implications of Israel's conflict are difficult to predict at this time, the financial and operational impact of\nthe conflict in fiscal year 2024, including on accounts receivable and inventory reserves, was not material. As of April 26, 2024,\nthe Company had 6 facilities and approximately 1,500 employees in Israel. For fiscal year 2024, the business of the Company in\nIsrael represented less than 1% of the Company's consolidated revenues and assets.\nCardiovascular\nCardiovascular products include pacemakers, insertable cardiac monitors, cardiac resynchronization therapy devices, implantable cardioverter\ndefibrillators, leads and delivery systems, electrophysiology catheters, products for the treatment of atrial fibrillation, information systems for the\nmanagement of patients with Cardiac Rhythm & Heart Failure devices, products designed to reduce surgical site infections, coronary and peripheral\nstents and related delivery systems, balloons and related delivery systems, endovascular stent graft systems, heart valve replacement technologies,\ncardiac tissue ablation systems, and open heart and coronary bypass grafting surgical products. Cardiovascular also includes Care Management\nServices and Cath Lab Managed Services (CLMS) within the Cardiac Rhythm & Heart Failure division. Cardiovascular net sales for fiscal year\n2024 were $11.8 billion, an increase of 3 percent as compared to fiscal year 2023. The net sales increase was primarily due to the strong\nperformance of Micra, transcatheter aortic valve replacement (TAVR), and Perfusion.\nThe charts below illustrate the percent of Cardiovascular net sales by division for fiscal years 2024 and 2023:\nCardiac Rhythm & Heart Failure (CRHF) net sales increased 4 percent in fiscal year 2024 as compared to fiscal year 2023. The net sales increase\nwas driven by continued adoption of Micra AV2 and Micra VR2 and growth from the launch of the PulseSelect pulsed field ablation (PFA) system\nand the Aurora extravascular implantable cardioverter defibrillator (EV-ICD) system.\n34\n\n\nTable of Contents\nStructural Heart & Aortic (SHA) net sales were flat in fiscal year 2024 as compared to fiscal year 2023. Net sales were impacted by the $265 million\nof revenue from a one-time payment received in the fourth quarter of fiscal year 2023 as a result of the intellectual property agreement entered into\nwith Edwards Lifesciences, offset by growth in TAVR, including strong growth in Western Europe and Japan from adoption of Evolut FX TAVR\nsystem, and in Cardiac Surgery driven by growth of Perfusion, particularly in the U.S.\nCoronary & Peripheral Vascular (CPV) net sales increased 4 percent in fiscal year 2024 as compared to fiscal year 2023. The net sales increase was\ndriven by growth from guide catheters, balloons, as well as growth in Vascular Embolization products.\nIn addition to the macro-economic and geopolitical factors described in the Net Sales section, looking ahead, we expect Cardiovascular could be\naffected by the following:\n•\nContinued global penetration of our Micra transcatheter pacing portfolio.\n•\nContinued acceptance and growth from the Azure XT and Azure S SureScan pacing systems and the 3830 lead.\n•\nGlobal adoption of Aurora Extravascular ICD.\n•\nGrowth of the Cobalt and Crome portfolio of ICDs and CRT-Ds.\n•\nGrowth of the CRT-P quadripolar pacing system.\n•\nContinued growth, adoption, and utilization of the TYRX Envelope for implantable devices.\n•\nContinued use and acceptance of Reveal LINQ and expansion of the LINQ II cardiac monitor.\n•\nContinued acceptance, adoption, and growth of our innovative portfolio of products in the electrophysiology (EP) segment, including the\nArctic Front cryoablation system, PulseSelect PFA, and Affera mapping and ablation system. The PulseSelect PFA system received CE\nMark in November 2023 was approved by the U.S. FDA in December 2023 and was the first PFA technology to receive U.S. FDA\napproval.\n•\nContinued acceptance and growth of the self-expanding CoreValve Evolut transcatheter aortic valve replacement platform. This includes\nEvolut PRO which provides enhanced hemodynamics, reliable delivery, enhanced durability, advanced sealing, and Evolut FX, a system\ndesigned to improve the overall procedural experience through enhancements in deliverability, implant visibility, and deployment stability.\nThe Evolut FX+ TAVR system maintains the valve performance benefits of the legacy Evolut TAVR platform and is designed to facilitate\ncoronary access. The system was approved by the U.S. FDA in March 2024.\n•\nMarket acceptance and reimbursement for the Symplicity Spyral renal denervation system, also known as the Symplicity blood pressure\nprocedure, for the treatment of hypertension. The Symplicity blood pressure procedure was approved by the U.S. FDA in November 2023.\n•\nContinued acceptance and growth of the Onyx Frontier DES platform. Onyx Frontier is a DES that introduces an enhanced delivery system\nand is used for complex percutaneous coronary intervention (PCI).\n•\nAcceptance and growth of IN.PACT 018 drug-coated balloons (DCB). IN.PACT 018 adds to the existing IN.PACT Admiral DCB portfolio\nand is used to treat femoropopliteal disease.\n•\nOur ability to meet growing demand for our existing products and to successfully develop, obtain regulatory approval of and\ncommercialize the products within our pipeline.\nNeuroscience\nNeuroscience's products include various spinal implants, bone graft substitutes, biologic products, image-guided surgery and intra-operative imaging\nsystems, robotic guidance systems used in the robot-assisted spine procedures, and systems that incorporate advanced energy surgical instruments.\nNeuroscience's products also focus on therapies to treat the diseases of the vasculature in and around the brain, including coils, neurovascular stents,\nand flow diversion products, as well as products to treat ear, nose, and throat (ENT), and the treatment of overactive bladder and urinary retention.\nNeuroscience also manufactures products related to implantable neurostimulation therapies and drug delivery systems for the treatment of chronic\npain, movement disorders, and epilepsy. Neuroscience’s net sales for fiscal year 2024 were $9.4 billion, an increase of 5 percent as compared to\nfiscal year 2023. The net sales increase was primarily due to growth in Cranial & Spinal Technologies and ENT.\n35\n\n\nTable of Contents\nThe graphs below illustrate the percent of Neuroscience net sales by division for fiscal years 2024 and 2023:\nCranial & Spinal Technologies (CST) net sales for fiscal year 2024 increased 7 percent as compared to fiscal year 2023. The net sales increase was\ndriven by growth of AiBLE spinal ecosystem capital and Core Spine and Biologics product pull-through.\nSpecialty Therapies (Specialty) net sales for fiscal year 2024 increased 3 percent as compared to fiscal year 2023. The net sales increase was driven\nby growth in ENT.\nNeuromodulation (NM) net sales for fiscal year 2024 increased 3 percent as compared to fiscal year 2023. The net sales increase was driven by\ngrowth within Brain Modulation, including growth from the Western European launch of the Percept RC neurostimulator, as well as Pain Stim\ngrowth in the U.S.\nIn addition to the macro-economic and geopolitical factors described in the Net Sales section, looking ahead we expect Neuroscience could be\naffected by the following:\n•\nContinued adoption and growth of our integrated solutions through the AiBLE offering, which integrates spinal implants with enabling\ntechnologies (StealthStation, O-arm Imaging Systems, and Midas), Mazor robotics, and UNiD Adaptive Spine Intelligence AI-driven\ntechnology for surgical planning and personalized spinal implants.\n•\nMarket acceptance and continued global adoption of innovative new spine products and procedural solutions within our CST operating\nunit, such as Catalyft PL, ModuLeX, CD Horizon Voyager System, and our Infinity OCT System, as well as continued growth from Titan\nspine titanium interbody implants with Nanolock technology.\n•\nContinued growth of Pipeline Embolization Devices, endovascular treatments for large or giant wide-necked brain aneurysms.\n•\nContinued acceptance and growth of the Solitaire X revascularization device for treatment of acute ischemic stroke and our React Catheter\nand Riptide aspiration system.\n•\nContinued acceptance and growth of our Pelvic Health therapies, including our InterStim therapy with InterStim X and InterStim II\nrecharge-free neurostimulators and InterStim Micro rechargeable neurostimulator for patients suffering from overactive bladder, (non-\nobtrusive) urinary retention, and chronic fecal incontinence,\n•\nContinued acceptance and growth of our ENT therapies, including capital equipment sales of the Stealth Station ENT surgical navigation\nsystem and intraoperative NIM nerve monitoring system, and the Propel sinus implants used in the treatment of chronic rhinosinusitis.\n•\nContinued acceptance and growth from spinal cord stimulation (SCS) therapy for treating chronic pain and Diabetic Peripheral Neuropathy\n(DPN) on the Intellis rechargeable neurostimulator and Vanta recharge-free neurostimulator. The Inceptiv closed-loop rechargeable SCS\nreceived U.S. FDA approval in April 2024.\n36\n\n\nTable of Contents\n•\nContinued acceptance and growth of our Percept family of deep brain stimulation (DBS) devices with proprietary BrainSense technology\nfor objectifying and personalizing the treatment of Parkinson's Disease, epilepsy, and other movement disorders.\n•\nOur ability to meet growing demand for our existing products and to successfully develop, obtain regulatory approval of and\ncommercialize the products within our pipeline, which include hemorrhagic stroke intravascular device and our next-generation spine\nenabling technologies.\nMedical Surgical\nMedical Surgical’s products span the entire continuum of patient care from diagnosis to recovery, with a focus on diseases within thoracic,\ncolorectal, gynecology, bariatric, hernia, and preventable complications. The products include those for advanced and general surgical products,\nsurgical stapling devices, vessel sealing instruments, wound closure, electrosurgery products, hernia mechanical devices, mesh implants, advanced\nablation, interventional lung, airway products, and sensors and monitors for pulse oximetry, capnography, level of consciousness and cerebral\noximetry. Medical Surgical’s net sales for fiscal year 2024 were $8.4 billion, an increase of 5 percent as compared to fiscal year 2023. The net sales\nincrease was primarily driven by strength across both Surgical & Endoscopy and Acute Care & Monitoring.\nThe charts below illustrate the percent of Medical Surgical net sales by division for fiscal years 2024 and 2023:\nSurgical & Endoscopy (SE) net sales for fiscal year 2024 increased 6 percent as compared to fiscal year 2023. The net sales increase was\npredominantly attributable to growth in Advanced Surgical Technologies and General Surgical Technologies, primarily driven by supply expansion,\nas well as continued growth in Advanced Energy, Wound Management, Electrosurgery, GI Genius, and EndoFlip.\nAcute Care & Monitoring (ACM) net sales for fiscal year 2024 increased 4 percent as compared to fiscal year 2023. The net sales increase was\nprimarily driven by growth in Nellcor pulse oximetry products and McGRATH MAC video laryngoscopes.\nIn addition to the macro-economic and geopolitical factors described in the Net Sales section, looking ahead we expect Medical Surgical could be\naffected by the following:\n•\nAcceptance and continued growth of Open-to-MIS (minimally invasive surgery) techniques and tools through our efforts to transition open\nsurgery to MIS. Open-to-MIS initiative focuses on capturing the market opportunity that exists in transitioning open procedures to MIS,\nwhether through traditional MIS, advanced instrumentation, or robotics. Through our approach, in parallel, we also expand our presence\nand optimize open surgery in current open surgery markets.\n•\nContinued global acceptance and future growth of powered stapling and energy platform.\n37\n\n\nTable of Contents\n•\nOur ability to execute ongoing strategies addressing the near-term pressures to bariatric surgery procedure volumes in the U.S. from\npharmaceuticals, and growth of surgical soft tissue robotics procedures in the U.S.\n•\nOur ability to create markets and drive products and procedures into emerging markets with our high quality and cost-effective surgical\nproducts designed for customers in emerging markets.\n•\nContinued acceptance and growth in patient monitoring and airway management. Key products in this area include Microstream\nCapnography, Nellcor pulse oximetry system with OxiMax technology, Shiley tracheostomy and endotracheal tubes, and McGRATH MAC\nvideo laryngoscopes.\n•\nAcceptance of less invasive standards of care in chronic and colorectal, as well as hepatology products, including products that span the\ncare continuum from diagnostics to therapeutics. Recently launched products include GI Genius.\n•\nExpanding the use of less invasive treatments and furthering our commitment to improving options for women with abnormal uterine\nbleeding. Our expanded and strengthened surgical offerings complement our global gynecology business.\n•\nGlobal adoption of robotic-assisted surgery and installations of Hugo robotic assisted surgery (RAS) system for urologic, bariatric,\ngynecologic, hernia, and general surgery procedures. This includes continued integration and adoption of Touch Surgery Enterprise with\nthe first artificial intelligence powered surgical videos and analytics platform to make it easier to train and discover new techniques within\nthe robotics platform. The Hugo RAS system, which received CE Mark in October 2021, as well as secured additional regulatory approvals\noutside the U.S., is designed to help reduce unwanted variability, improve patient outcomes, and, by extension, lower per procedure cost.\n•\nOur ability to meet growing demand for our existing products and to successfully develop, obtain regulatory approval of and\ncommercialize the products within our pipeline, which include our Hugo RAS system in the U.S., the adoption of AI in Endoscopy, Signia\npowered stapling devices, and our next-gen Ligasure and Sonicision vessel sealing devices.\nDiabetes\nDiabetes' products include insulin pumps, continuous glucose monitoring (CGM) systems, and consumables. Diabetes' sales for fiscal year 2024\nwere $2.5 billion, an increase of 10 percent as compared to fiscal year 2023. The increase in net sales was primarily driven by strong international\ngrowth as a result of the continued international expansion of the MiniMed 780G insulin pump system and integrated CGM. The launch of the\nMiniMed 780G insulin pump system in the U.S., during the first quarter of fiscal year 2024, also contributed to the net sales growth.\nIn addition to the macro-economic and geopolitical factors described in the Net Sales section, looking ahead we expect Diabetes could be affected\nby the following:\n•\nContinued acceptance and growth for the MiniMed 780G insulin pump system, which is powered by SmartGuard technology and features\nthe added benefits of meal detection technology that automatically adjusts and corrects sugar levels every five minutes. The global adoption\nof our Automated Insulin Delivery (AID) systems has resulted in strong sensor attachment rates. The MiniMed 780G insulin pump system\nwith the Guardian 4 Sensor was approved by the U.S. FDA in late April 2023. The MiniMed 780G insulin pump system with Simplera\nSync received CE Mark in early January 2024.\n•\nContinued acceptance and growth of the Guardian Connect CGM system, which displays glucose information directly to a smartphone to\nprovide patients access to their glucose levels seamlessly and discretely. The Guardian Connect CGM system is available on both Apple\niOS and Android devices.\n•\nMarket acceptance and growth of our InPen smart pen system, which allows users to have their Medtronic CGM readings in real-time\nalongside insulin dose information, all in one view.\n•\nContinued pump, CGM, and consumable competition in an expanding global market.\n•\nChanges in medical reimbursement policies and programs, along with additional payor coverage on insulin pumps.\n•\nOur ability to meet growing demand for our existing products and to successfully develop, obtain regulatory approval of and\ncommercialize the products within our pipeline, including our next-generation sensor Simplera, which has been submitted for approval to\nthe U.S. FDA and received CE Mark in September 2023.\n38\n\n\nTable of Contents\nCOSTS AND EXPENSES\nThe following is a summary of cost of products sold, research and development, and selling, general, and administrative expenses as a percent of net\nsales:\nCost of Products Sold Cost of products sold for fiscal year 2024 was $11.2 billion as compared to $10.7 billion for fiscal year 2023. The increase in\ncost of products sold as a percentage of net sales was primarily attributable to increased labor and direct material manufacturing costs,\npredominantly due to inflationary pressures, as well as $70 million of inventory write-downs associated with our February 2024 decision to exit our\nventilator product line. For additional information about the ventilator inventory write-down, refer to Note 3 of the consolidated financial statements\nin \"Item 8. Financial Statements and Supplementary Data\" in this Annual Report on Form 10-K.\nResearch and Development Expense We remain committed to deliver the best possible experiences for patients, physicians, and caregivers we\nserve; to create technologies that expand what’s possible across the human body to transform lives; to turn data and insights into real action to serve\npatient needs, improving care; and to expand healthcare access and deliver positive outcomes. Research and development expense was $2.7 billion\nfor fiscal years 2024 and 2023.\nSelling, General, and Administrative Expense Our goal is to continue to leverage selling, general, and administrative expense management\ninitiatives. Selling, general, and administrative expense primarily consists of salaries and wages, other administrative costs, such as professional fees\nand marketing expenses, certain acquisition and divestiture-related costs, and restructuring associated expenses. Selling, general, and administrative\nexpense for fiscal year 2024 was $10.7 billion as compared to $10.4 billion for fiscal year 2023. The increase in selling, general, and administrative\nexpense is primarily due to reduced incentive performance in the prior year.\nThe following is a summary of other costs and expenses (income):\nFiscal Year\n(in millions)\n2024\n2023\nAmortization of intangible assets\n$\n1,693 \n$\n1,698 \nRestructuring charges, net\n226 \n375 \nCertain litigation charges, net\n149 \n(30)\nOther operating expense (income), net\n464 \n(131)\nOther non-operating income, net\n(412)\n(515)\nInterest expense, net\n719 \n636 \nAmortization of Intangible Assets Amortization of intangible assets includes the amortization expense of our definite-lived intangible assets,\nconsisting of purchased patents, trademarks, tradenames, customer relationships, purchased technology, and other intangible assets.\n39\n\n\nTable of Contents\nRestructuring Charges, Net In fiscal year 2024, restructuring costs primarily related to employee termination benefits and facility consolidations\nto support cost reduction initiatives. In fiscal year 2023, restructuring charges primarily related to the Enterprise Excellence and Simplification\nrestructuring programs, both of which were substantially completed as of the end of fiscal year 2023. Enterprise Excellence was designed to\nleverage the Company’s global size and scale to focus on global operations, and functional and commercial optimization, and had total cumulative\npre-tax charges of $1.8 billion. Simplification was designed to focus the organization on accelerating innovation, enhancing customer experience,\ndriving revenue growth and winning market share, and had total cumulative pre-tax charges of $0.5 billion. In addition, in the fourth quarter of fiscal\nyear 2023, the Company incurred $0.3 billion of restructuring charges primarily related to employee termination benefits to support cost reduction\ninitiatives. These charges were incremental to charges incurred under our Enterprise Excellence and Simplification programs noted above.\nFor additional information about our restructuring programs, refer to Note 4 of the consolidated financial statements in \"Item 8. Financial\nStatements and Supplementary Data\" in this Annual Report on Form 10-K.\nCertain Litigation Charges, Net We classify specified certain litigation charges and gains related to significant legal matters as certain litigation\ncharges, net in the consolidated statements of income. For additional information, refer to Note 18 of the consolidated financial statements in “Item\n8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.\nOther Operating Expense (Income), Net Other operating expense (income), net primarily includes royalty expense, currency remeasurement and\nderivative gains and losses, Puerto Rico excise taxes, changes in the fair value of contingent consideration, certain acquisition and-divestiture related\nitems, income from funded research and development arrangements, and commitments to the Medtronic Foundation and Medtronic LABS.\nThe change in other operating expense (income), net was largely driven by an increase in acquisition and divestiture-related expenses in fiscal year\n2024. In fiscal year 2024, there were $369 million of charges related to the Company's decision to exit the ventilator product line in the fourth\nquarter of fiscal year 2024, which primarily included intangible asset impairments of $295 million and other charges for contract cancellation costs\nand severance. Fiscal year 2023 included non-cash charges of $136  million, primarily related to impairments of goodwill and changes in the\ncarrying value of the disposal group, as a result of the April 1, 2023 sale of half of the Company's RCS business. Also contributing to the increase in\nacquisition and divestiture related expenses was a change in the fair value of contingent consideration, which resulted in $156 million of expense in\nfiscal year 2024 as compared to $24 million of income in fiscal year 2023.\nThe change in other operating expense (income), net was also driven by the net currency impact of remeasurement expense and our hedging\nprograms, which resulted in a net gain of $68 million combined for fiscal year 2024 as compared to a net gain of $465 million for fiscal year 2023,\npartially offset by a decrease of $94 million in Puerto Rico Excise Taxes. As a result of newly enacted tax legislation in Puerto Rico, the Company is\nno longer subject to Puerto Rico Excise Tax, but is now subject to a higher withholding tax, which is recorded in income tax provision in the\nconsolidated statements of income. Fiscal year 2023 also included $70 million in commitments to the Medtronic Foundation and Medtronic LABS.\nAdditional information regarding the acquisition and divestiture-related charges is described in Note 3 of the consolidated financial statements in\n\"Item 8. Financial Statements and Supplementary Data\" in this Annual Report on Form 10-K.\nOther Non-Operating Income, Net Other non-operating income, net includes the non-service component of net periodic pension and\npostretirement benefit cost, investment gains and losses, and interest income.\nThe decrease in other non-operating income, net for fiscal year 2024 is primarily attributable to an increase in net losses on our minority investment\nportfolio, partially offset by an increase in interest income driven by higher returns on cash and cash equivalents and investments. Net losses on\nminority investments were $308 million for fiscal year 2024 as compared to a net gain of $33 million for fiscal year 2023. Interest income was\n$597 million and $386 million for fiscal year 2024 and 2023, respectively.\nInterest Expense, Net Interest expense, net includes interest incurred on our outstanding borrowings, amortization of debt issuance costs and debt\npremiums or discounts, amortization of amounts excluded from the effectiveness assessment of certain net investment hedges, and charges\nrecognized in connection with the early redemption of senior notes.\nThe increase in interest expense, net for fiscal year 2024 was primarily driven by increased rates on our global liquidity structures, the impact of\nhigher coupons on Senior Notes issued in the second quarter of fiscal year 2023, and the higher outstanding commercial paper balance. Partially\noffsetting the increase for fiscal year 2024 was $197 million in after-tax unrealized gains representing amounts excluded from the effectiveness\nassessment of certain net investment hedges as compared to $107 million for fiscal year 2023. Also partially offsetting the increase in interest\nexpense, net was the $53 million charge incurred as a result of the early redemption of approximately $2.3 billion of senior notes during the first\nquarter of fiscal year 2023.\n40\n\n\nTable of Contents\nINCOME TAXES\n \nFiscal Year\n(in millions)\n2024\n2023\nIncome tax provision\n$\n1,133 \n$\n1,580 \nIncome before income taxes\n4,837 \n5,364 \nEffective tax rate\n23.4 %\n29.5 %\nNon-GAAP income tax provision\n$\n1,327 \n$\n1,128 \nNon-GAAP income before income taxes\n8,273 \n8,194 \nNon-GAAP Nominal Tax Rate\n16.0 %\n13.8 %\nDifference between the effective tax rate and Non-GAAP Nominal Tax Rate\n(7.4)%\n(15.7)%\nThe Israeli Central-Lod District Court issued its decision in Medtronic Ventor Technologies Ltd (Ventor) v. Kfar Saba Assessing Office in June\n2023. The court determined that there was a deemed taxable transfer of intellectual property. As a result, the Company recorded a $187 million\nincome tax charge during fiscal year 2024 and filed an appeal with the Supreme Court of Israel.\nOur effective tax rate for fiscal year 2024 was 23.4 percent, as compared to 29.5 percent in fiscal year 2023. The decrease in our effective tax rate\nprimarily relates to the decrease in certain tax adjustments discussed below which is partially offset by an increase in Puerto Rico withholding taxes\nand year-over-year changes in operational results by jurisdiction.\nOur Non-GAAP Nominal Tax Rate for fiscal year 2024 was 16.0 percent, as compared to 13.8 percent in fiscal year 2023. The increase in our Non-\nGAAP Nominal Tax Rate primarily relates to an increase in Puerto Rico withholding taxes and year-over-year changes in operational results by\njurisdiction, inclusive of the operational tax costs and benefits discussed below.\nDuring fiscal year 2024, we recognized $19 million of operational tax costs. The operational tax costs included a $16 million cost from the impact\nof stock-based compensation, and a $3 million net cost associated with the resolution of certain income tax audits, finalization of certain tax returns,\nand changes to uncertain tax position reserves.\nDuring fiscal year 2023, we recognized $110 million of operational tax benefits. The operational tax benefits included an $11 million cost from the\nimpact of stock-based compensation, and a $121 million benefit associated with the resolution of certain income tax audits, finalization of certain\ntax returns, changes to uncertain tax position reserves, and changes to certain deferred income tax balances.\nAn increase in our Non-GAAP Nominal Tax Rate of one percent would result in an additional income tax provision for fiscal years 2024 and 2023\nof approximately $83 million and $82 million, respectively.\nCertain Tax Adjustments\nDuring fiscal year 2024, the net cost from certain tax adjustments of $299 million, recognized in income tax provision in the consolidated statement\nof income, included the following:\n•\nA cost of $187 million associated with a reserve adjustment related to the Israeli Central-Lod District Court decision with respect to a\ndeemed taxable transfer of intellectual property.\n•\nA cost of $124 million related to a change in valuation allowance on previously recorded net operating losses.\n•\nA benefit of $95 million related to a Swiss Cantonal tax rate change on previously recorded deferred tax assets.\n•\nA cost of $50 million associated with the amortization of the previously established deferred tax assets from intercompany intellectual\nproperty transactions.\n•\nA cost of $33 million associated with a change in the Company’s permanent reinvestment assertion on certain historical earnings.\nDuring fiscal year 2023, the net cost from certain tax adjustments of $910 million, recognized in income tax provision in the consolidated statement\nof income, included the following:\n•\nA net cost of $764 million associated with a reserve adjustment that was a direct result of the U.S. Tax Court opinion, issued in August\n2022, on the prior year previously disclosed litigation regarding the allocation of income between Medtronic, Inc. and its wholly owned\nsubsidiary operating in Puerto Rico.\n•\nA cost of $55 million related to the disallowance of certain interest deductions.\n41\n\n\nTable of Contents\n•\nA cost of $30 million related to the change in reporting currency for certain carryover attributes.\n•\nA cost of $28 million associated with the amortization of the previously established deferred tax assets from intercompany intellectual\nproperty transactions.\n•\nA net cost of $33 million primarily associated with the sale of half of the Company’s RCS business.\nCertain tax adjustments will affect the comparability of our operating results between periods. Therefore, we consider these Non-GAAP\nAdjustments. Refer to the \"Executive Level Overview\" section of this Management's Discussion and Analysis for further discussion of these\nadjustments.\nThe Organization for Economic Co-operation and Development (OECD) published Pillar Two Model Rules defining the global minimum tax, which\ncalls for the taxation of large multinational corporations at a minimum rate of 15% in each jurisdiction in which the group operates. A number of\ncountries, including Ireland, have enacted legislation to implement the core elements of Pillar Two, which will be effective for the Company in\nfiscal year 2025. The Company is continuing to evaluate the potential impacts of proposed and enacted legislative changes as new guidance\nbecomes available. There are no impacts of this global minimum tax in the consolidated financial statements for the fiscal year ended April 26,\n2024.\nLIQUIDITY AND CAPITAL RESOURCES\nWe are currently in a strong financial position, and we believe our balance sheet and liquidity as of April 26, 2024 provide us with flexibility, and\nour cash, cash equivalents, and current investments, along with our credit facility and related commercial paper programs will satisfy our\nforeseeable operating needs.\nOur liquidity and capital structure are evaluated regularly within the context of our annual operating and strategic planning processes. We consider\nthe liquidity necessary to fund our operations, which includes working capital needs, investments in research and development, property, plant, and\nequipment, and other operating costs. We also consider capital allocation alternatives that balance returning value to shareholders through dividends\nand share repurchases, satisfying maturing debt, and acquiring businesses and technology.\nSummary of Cash Flows\nThe following is a summary of cash provided by (used in) operating, investing, and financing activities, the effect of exchange rate changes on cash\nand cash equivalents, and the net change in cash and cash equivalents:\n \nFiscal Year\n(in millions)\n2024\n2023\nCash provided by (used in):\n \n \nOperating activities\n$\n6,787 \n$\n6,039 \nInvesting activities\n(2,366)\n(3,493)\nFinancing activities\n(4,450)\n(4,960)\nEffect of exchange rate changes on cash and cash equivalents\n(230)\n243 \nNet change in cash and cash equivalents\n$\n(259)\n$\n(2,171)\nOperating Activities The $748 million increase in net cash provided was primarily driven by an increase in cash collected from customers due to an\nincrease in sales. The increase in net cash was partially offset by timing of payments to vendors, as well as an increase in cash paid for interest and\nlitigation. For more information on litigation payments, refer to Note 18 of the consolidated financial statements in “Item 8. Financial Statements\nand Supplementary Data” in this Annual Report on Form 10-K.\nInvesting Activities The $1.1 billion decrease in net cash used was primarily attributable to a decrease in cash paid for acquisitions of $1.7 billion,\npartially offset by an increase in net purchases of investments of $136 million and cash paid for additions of property, plant, and equipment of $128\nmillion. For more information on the acquisitions, refer to Note 3 of the consolidated financial statements in “Item 8. Financial Statements and\nSupplementary Data” in this Annual Report on Form 10-K.\nFinancing Activities There was a $510 million decrease in net cash used primarily due to proceeds from commercial paper in the current year and\nprior year net debt repayments, partially offset by increased share repurchases. In the current period, there was an increase in commercial paper that\nwas issued and outstanding at year-end of $1.1 billion. This increase in cash provided by financing activities was offset by an increase in share\nrepurchases of $1.5 billion. In the fourth quarter of fiscal year 2023, the Company issued two tranches of USD-denominated Senior Notes resulting\nin cash proceeds of approximately $2.0  billion, net of discounts and issuance costs. The Company used the net proceeds to repay in full the\n¥297 billion Fiscal 2023 Loan Agreement discussed below for $2.3 billion of total consideration. In the second quarter of fiscal year 2023, the\nCompany issued four tranches of Euro-denominated Senior Notes for approximately $3.4 billion. The Company used a portion of the net proceeds\nto repay at maturity €750 million of Medtronic Global Holdings S.C.A\n42\n\n\nTable of Contents\n(Medtronic Luxco) Senior Notes for $772 million of total consideration in December 2022 and €2.8 billion of Medtronic Luxco Senior Notes for\n$2.9  billion of total consideration in March 2023. In the first quarter of fiscal year 2023, the Company issued short-term borrowings of\napproximately $2.3 billion under the Fiscal 2023 Loan Agreement and used the proceeds to fund the early redemption of senior notes for total\nconsideration of $2.3 billion. For more information on the issuance and redemption of senior notes and the Term Loan, refer to the Debt and Capital\nsection.\nDebt and Capital\nOur capital structure consists of equity and interest-bearing debt. We primarily utilize unsecured senior debt obligations to meet our financing needs\nand, to a lesser extent, bank borrowings. From time to time, we may repurchase our outstanding debt obligations in the open market or through\nprivately negotiated transactions.\nTotal debt at April 26, 2024 was $25.0 billion, as compared to $24.4 billion at April 28, 2023. The increase in total debt was driven by commercial\npaper outstanding of $1.1 billion, partially offset by fluctuations in exchange rates.\nIn May 2022, we entered into a term loan agreement (Fiscal 2023 Loan Agreement) with Mizuho Bank, Ltd. for an aggregate principal amount of up\nto ¥300  billion with a term of 364 days. In May and June 2022, Medtronic Luxco borrowed an aggregate of ¥297  billion, or approximately\n$2.3 billion, of the term loan, under the Fiscal 2023 Loan Agreement. The Company used the net proceeds of the borrowings to fund the early\nredemption of $1.9 billion of Medtronic Inc. Senior Notes for $1.9 billion of total consideration, and $368 million of Medtronic Luxco Senior Notes\nfor $376 million of total consideration. The Company recognized a total loss on debt extinguishment of $53 million within interest expense, net in\nthe consolidated statements of income during fiscal year 2023, which primarily included cash premiums and accelerated amortization of deferred\nfinancing costs and debt discounts and premiums. During the fourth quarter of fiscal year 2023, the Company repaid the term loan in full, including\ninterest.\nIn September 2022, we issued four tranches of Euro-denominated Senior Notes with an aggregate principal of €3.5 billion, with maturities ranging\nfrom fiscal year 2026 to 2035, resulting in cash proceeds of approximately $3.4 billion, net of discounts and issuance costs. The Company used the\nnet proceeds to repay at maturity €750 million of 0.000% Medtronic Luxco Senior Notes for $772 million of total consideration in December 2022\nand €1.5 billion of 0.375% Medtronic Luxco Senior Notes and €1.25 billion of 0.000% Medtronic Luxco Senior Notes for $2.9 billion of total\nconsideration in March 2023.\nIn March 2023, Medtronic Luxco issued two tranches of USD-denominated Senior Notes with an aggregate principal of $2.0 billion, with maturities\nranging from 2028 to 2033, resulting in cash proceeds of approximately $2.0 billion, net of discounts and issuance costs. The Company used the net\nproceeds supplemented by additional cash to repay the ¥297  billion Fiscal 2023 Loan Agreement discussed above for $2.3  billion of total\nconsideration.\nSubsequent to year-end, on June 3, 2024, Medtronic Inc. issued four tranches of EUR-denominated Senior Notes with an aggregate principal of\n€3.0 billion, with maturities ranging from fiscal year 2030 to 2054, resulting in cash proceeds of approximately $3.2 billion, net of discounts and\nissuance costs. In anticipation of the Euro-denominated debt issuance, the Company entered into forward currency exchange rate contracts to\nmanage the exposure to exchange rate movements. These contracts were settled in conjunction with the issuance of the June 2024 Notes.\nWe repurchase our ordinary shares on occasion as part of our focus on returning value to our shareholders. In March 2019, the Company's Board of\nDirectors authorized the repurchase of $6.0 billion of the Company's ordinary shares. In March 2024, the Company's Board of Directors authorized\nthe repurchase of an incremental $5.0 billion of the Company's ordinary shares. There is no specific time period associated with these repurchase\nauthorizations. During fiscal years 2024 and 2023, we repurchased a total of 25 million and 6 million shares, respectively, under these programs at\nan average price of $83.04 and $91.31, respectively. At April 26, 2024, we had approximately $5.3 billion remaining under the share repurchase\nprogram authorized by our Board of Directors.\nFor more information on credit arrangements, see Note 6 of the consolidated financial statements in “Item 8. Financial Statements and\nSupplementary Data” in this Annual Report on Form 10-K.\nLiquidity\nOur liquidity sources at April 26, 2024 included $1.3 billion of cash and cash equivalents and $6.7 billion of current investments. Additionally, we\nmaintain commercial paper programs and a Credit Facility.\nOur investments primarily include available-for-sale debt securities, including U.S. and non-U.S. government and agency securities, corporate debt\nsecurities, mortgage-backed securities, certificates of deposit, and other asset-backed securities. See Note 5 to the consolidated financial statements\nin \"Item 8. Financial Statements and Supplementary Data\" in this Annual Report on Form 10-K for additional information regarding fair value\nmeasurements.\nWe maintain multicurrency commercial paper programs for short-term financing, which allow us to issue unsecured commercial paper notes on a\nprivate placement basis up to a maximum aggregate amount outstanding at any time of $3.5 billion. At April 26, 2024 and April 28,\n43\n\n\nTable of Contents\n2023, we had $1.1 billion and no commercial paper outstanding, respectively. The issuance of commercial paper reduces the amount of credit\navailable under our existing line of credit, as explained below.\nWe also have a $3.5 billion five-year syndicated credit facility (Credit Facility), which expires in December 2028. At each anniversary date of the\nCredit Facility, we can request a one-year extension of the maturity date. The Credit Facility provides backup funding for the commercial paper\nprograms and may also be used for general corporate purposes. The Credit Facility provides us with the ability to increase our borrowing capacity\nby an additional $1.0 billion at any time during the term of the agreement. At April 26, 2024 and April 28, 2023, no amounts were outstanding under\nthe Credit Facility.\nInterest rates on advances of our Credit Facility are determined by a pricing matrix based on our long-term debt ratings assigned by Standard &\nPoor's Ratings Services (S&P) and Moody's Investors Service (Moody’s). Facility fees are payable on the Credit Facility and are determined in the\nsame manner as the interest rates. We are in compliance with all covenants related to the Credit Facility.\nThe following table is a summary of our S&P and Moody's long-term debt ratings and short-term debt ratings:\nAgency Rating \nApril 26, 2024\nApril 28, 2023\nStandard & Poor's Ratings Services\n   Long-term debt\nA\nA\n   Short-term debt\nA-1\nA-1\nMoody's Investors Service\n   Long-term debt\nA3\nA3\n   Short-term debt\nP-2\nP-2\n(1)    Agency ratings are subject to change, and there may be no assurance that an agency will continue to provide ratings and/or maintain its current ratings. A\nsecurity rating is not a recommendation to buy, sell or hold securities, and may be subject to revision or withdrawal at any time by the rating agency, and each\nrating should be evaluated independently of any other rating.\nS&P and Moody's long-term debt ratings and short-term debt ratings at April 26, 2024 were unchanged as compared to the ratings at April 28, 2023.\nWe do not expect the S&P and Moody's ratings to have a significant impact on our liquidity or future flexibility to access additional liquidity given\nour balance sheet, Credit Facility, and related commercial paper programs.\n(1)\n44\n\n\nTable of Contents\nContractual Obligations and Cash Requirements\nWe have future contractual obligations and other minimum commercial commitments that are entered into in the normal course of business, some of\nwhich are recorded in our consolidated balance sheet. We believe our off-balance sheet arrangements do not have a material current or anticipated\nfuture effect on our consolidated earnings, financial position, and/or cash flows.\nPresented below is a summary of our off-balance sheet contractual obligations and other minimum commercial commitments at April 26, 2024, as\nwell as long-term contractual obligations reflected in the balance sheet at April 26, 2024.\n \nMaturity by Fiscal Year\n(in millions)\nTotal\n2025\n2026\n2027\n2028\n2029\nThereafter\nContractual obligations related to off-balance\nsheet arrangements:\n \n \n \n \n \n \n \nCommitments to fund minority investments,\nmilestone payments, and royalty obligations\n270 \n115 \n71 \n38 \n26 \n11 \n9 \nInterest payments\n6,707 \n487 \n487 \n470 \n452 \n466 \n4,346 \nOther\n2,066 \n634 \n405 \n301 \n274 \n182 \n270 \nContractual obligations reflected in the balance\nsheet :\n \n \n \n \n \n \n \nDebt obligations\n$\n25,189 \n$\n1,092 \n$\n2,684 \n$\n1,612 \n$\n1,006 \n$\n2,146 \n$\n16,649 \nOperating leases\n1,177 \n203 \n178 \n151 \n113 \n88 \n444 \nContingent consideration\n149 \n33 \n87 \n24 \n3 \n2 \n1 \nTax obligations\n990 \n440 \n550 \n— \n— \n— \n— \n(1)\nIncludes commitments related to the funding of minority investments, estimated milestone payments, and royalty obligations. While it is not certain if and/or\nwhen payments will be made, the maturity dates included in the table reflect our best estimates.\n(2)\nIncludes the contractual interest payments on our outstanding debt and excludes the impacts of debt premium and discount amortization. See Note 6 to the\nconsolidated financial statements in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K for additional information on\nour debt agreements.\n(3)\nIncludes inventory purchase commitments, research and development, and other arrangements that are legally binding and specify minimum purchase\nquantities or spending amounts. These purchase commitments do not exceed our projected requirements and are in the normal course of business. Excludes\nopen purchase orders with a remaining term of less than one year.\n(4)\nExcludes defined benefit plan obligations, guarantee obligations, uncertain tax positions, non-current tax liabilities, and litigation settlements for which we\ncannot make a reliable estimate of the period of cash settlement. For further information, see Notes 13, 15, and 18 to the consolidated financial statements in\n“Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.\n(5)\nIncludes the current and non-current portion of our contractual maturities of debt, excluding deferred financing costs and debt discounts, net. See Note 6 to the\nconsolidated financial statements in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K for additional information on\nour debt agreements.\n(6)\nIncludes the fair value of our current and non-current portions of contingent consideration. While it is not certain if and/or when payments will be made, the\nmaturity dates included in this table reflect our best estimates.\n(7)\nRepresents the tax obligations associated with the transition tax that resulted from U.S. Tax Reform. The transition tax will be paid over an eight-year period\nand will not accrue interest.\nIn the normal course of business, we periodically enter into agreements that require us to indemnify customers or suppliers for specific risks, such as\nclaims for injury or property damage arising as a result of our products or the negligence of our personnel or claims alleging that our products\ninfringe third-party patents or other intellectual property. Our maximum exposure under these indemnification provisions is unable to be estimated,\nand we have not accrued any liabilities within our consolidated financial statements or included any indemnification provisions in the table above.\nHistorically, we have not experienced significant losses on these types of indemnification agreements.\nNote 18 to the consolidated financial statements in \"Item 8. Financial Statements and Supplementary Data\" in this Annual Report on Form 10-K\nprovides information regarding amounts we have accrued related to legal matters. In accordance with U.S. GAAP, we record a liability in our\nconsolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. Actual\nsettlements may be different than estimated and could have a material effect on our consolidated earnings, financial position, and/or cash flows.\nWe record tax liabilities in our consolidated financial statements for amounts that we expect to repatriate from subsidiaries (to the extent the\nrepatriation would be subject to tax); however, no tax liabilities are recorded for amounts we consider to be permanently reinvested. We expect to\nhave access to the majority of our cash flows in the future. In addition, we continue to evaluate our legal entity structure supporting our business\noperations, and to the extent such evaluation results in a change to our overall business structure, we may be required to accrue for additional tax\nobligations.\n(1)\n(2)\n(3)\n(4)\n(5)\n(6)\n(7)\n45\n\n\nTable of Contents\nBeyond the contractual obligations and other minimum commercial commitments outlined above, we have recurring cash requirements arising from\nthe normal operation of our business that include capital expenditures, research and developments costs, and other operational costs.\nWe believe our balance sheet and liquidity provide us with flexibility, and our cash, cash equivalents, current investments, Credit Facility and related\ncommercial paper programs, as well as our ability to generate operating cash flows, will satisfy our current and future contractual obligations and\ncash requirements. We regularly review our capital needs and consider various investing and financing alternatives to support our requirements.\nACQUISITIONS AND DISPOSITIONS\nInformation regarding acquisitions and disposition activity is included in Note 3 of the consolidated financial statements in \"Item 8. Financial\nStatements and Supplementary Data\" within this Annual Report on Form 10-K.\nCRITICAL ACCOUNTING ESTIMATES\nWe have used various accounting policies to prepare the consolidated financial statements in accordance with U.S. GAAP. Our significant\naccounting policies are disclosed in Note 1 to the consolidated financial statements in \"Item 8. Financial Statements and Supplementary Data\" in\nthis Annual Report on Form 10-K.\nThe preparation of the consolidated financial statements, in conformity with U.S. GAAP, requires us to use judgment in making estimates and\nassumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates reflect our best judgment about economic\nand market conditions and the potential effects on the valuation and/or carrying value of assets and liabilities based upon relevant information\navailable. We base our estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the\nresults of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other\nsources.\nOur critical accounting estimates include the following:\nRevenue Recognition The Company sells its products through direct sales representatives and independent distributors. Additionally, a portion of\nthe Company's revenue is generated from consignment inventory maintained at hospitals and royalty and intellectual property arrangements. The\nCompany recognizes revenue when control is transferred to the customer. For products sold through direct sales representatives and independent\ndistributors, control is transferred upon shipment or upon delivery, based on the contract terms and legal requirements. For consignment inventory,\ncontrol is transferred when the product is used or implanted. Payment terms vary depending on the country of sale, type of customer, and type of\nproduct.\nThe amount of revenue recognized reflects sales rebates and returns, which are estimated based on sales terms, historical experience, and trend\nanalysis. In estimating rebates, the Company considers the lag time between the point of sale and the payment of the rebate claim, the stated rebate\nrates, and other relevant information. The Company records adjustments to rebates and returns reserves as increases or decreases of revenue.\nLitigation Contingencies We are involved in a number of legal actions from time to time involving product liability, employment, intellectual\nproperty and commercial disputes, shareholder related matters, environmental proceedings, tax disputes, and governmental proceedings and\ninvestigations. The outcomes of legal actions are not within the Company's complete control and may not be known for prolonged periods of time.\nIn some actions, the enforcement agencies or private claimants seek damages, as well as other civil or criminal remedies (including injunctions\nbarring the sale of products that are the subject of the proceeding), that could require significant expenditures, result in lost revenues, or limit the\nCompany's ability to conduct business in the applicable jurisdictions. Estimating probable losses from our litigation and governmental proceedings\nis inherently difficult, particularly when the matters are in early procedural stages, with incomplete scientific facts or legal discovery, involve\nunsubstantiated or indeterminate claims for damages, potentially involve penalties, fines, or punitive damages, or could result in a change in\nbusiness practice. The Company records a liability in the consolidated financial statements on an undiscounted basis for loss contingencies when a\nloss is known or considered probable, and the amount may be reasonably estimated. If the reasonable estimate of a known or probable loss is a\nrange, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably\npossible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. Our significant legal\nproceedings are discussed in Note 18 to the consolidated financial statements in \"Item 8. Financial Statements and Supplementary Data\" in this\nAnnual Report on Form 10-K.\nIncome Tax Reserves We establish reserves when, despite our belief that our tax return positions are fully supportable, we believe that certain\npositions are likely to be challenged and that we may or may not prevail. Under U.S. GAAP, if we determine that a tax position is more likely than\nnot of being sustained upon audit, based solely on the technical merits of the position, we recognize the benefit. We measure the benefit by\ndetermining the amount that is greater than 50 percent likely of being realized upon settlement. We presume that all tax positions will be examined\nby a taxing authority with full knowledge of all relevant information. The calculation of our tax liabilities involves dealing with uncertainties in the\napplication of complex tax regulations in a multitude of jurisdictions across our global operations.\n46\n\n\nTable of Contents\nWe regularly monitor our tax positions and tax liabilities. We reevaluate the technical merits of our tax positions and recognize an uncertain tax\nbenefit, or derecognize a previously recorded tax benefit, when there is (i) a completion of a tax audit, (ii) effective settlement of an issue, (iii) a\nchange in applicable tax law including a tax case or legislative guidance, or (iv) the expiration of the applicable statute of limitations. These reserves\nare subject to a high degree of estimation and management judgment. Although we believe that we have adequately reserved for liabilities resulting\nfrom tax assessments by taxing authorities, positions taken by these tax authorities could have a material impact on our effective tax rate,\nconsolidated earnings, financial position, and/or cash flows.\nValuation of Intangible Assets and Goodwill When we acquire a business, the assets acquired and liabilities assumed are recorded at their\nrespective fair values at the acquisition date. Goodwill is the excess of the purchase price over the estimated fair value of identified net assets of\nacquired businesses. Intangible assets primarily include patents, trademarks, tradenames, customer relationships, purchased technology, and in-\nprocess research and development. Determining the fair value of intangible assets acquired as part of a business combination requires us to make\nsignificant estimates. These estimates include the amount and timing of projected future cash flows of each project or technology, the discount rate\nused to discount those cash flows to present value, and the assessment of the asset’s life cycle. The estimates could be impacted by legal, technical,\nregulatory, economic, and competitive risks.\nThe test for impairment of goodwill requires us to make several estimates related to projected future cash flows to determine the fair value of the\ngoodwill reporting units. Our estimates associated with the goodwill impairment test are considered critical due to the amount of goodwill recorded\non our consolidated balance sheets and the judgment required in determining fair value. We assess the impairment of goodwill at the reporting unit\nlevel annually as of the first day of the third quarter and whenever an event occurs or circumstances change that would indicate that the carrying\namount may be impaired. As a result of our operating segment realignments during the current fiscal year, additional impairment of goodwill tests\nwere performed. The results of the tests are disclosed in Note 9 to the consolidated financial statements in \"Item 8. Financial Statements and\nSupplementary Data\" in this Annual Report on Form 10-K.\nWe also test definite-lived intangible assets for impairment when an event occurs or circumstances change that would indicate the carrying amount\nof the assets or asset group may be impaired. We assess the impairment of indefinite-lived intangible assets annually in the third quarter and\nwhenever an event occurs or circumstances change that would indicate that the carrying amount may be impaired.\nOur tests for goodwill and intangible assets are based on future cash flows that require significant judgment with respect to future revenue and\nexpense growth rates, appropriate discount rates, asset groupings, and other assumptions and estimates. The test for goodwill also utilizes revenue\nand earnings multiples using comparable public company information. We use estimates that are consistent with the highest and best use of the\nassets based on a market participant's view of the assets being evaluated. Actual results may differ from our estimates due to a number of factors\nincluding, among others, changes in competitive conditions, timing of regulatory approval, results of clinical trials, changes in worldwide economic\nconditions, and fluctuations in currency exchange rates.\nNEW ACCOUNTING PRONOUNCEMENTS\nInformation regarding new accounting pronouncements is included in Note 1 to the consolidated financial statements in “Item 8. Financial\nStatements and Supplementary Data” in this Annual Report on Form 10-K.\n47\n\n\nTable of Contents\nSUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION\nMedtronic plc and Medtronic Global Holdings S.C.A. (Medtronic Luxco), a wholly-owned subsidiary guarantor, each have provided full and\nunconditional guarantees of the obligations of Medtronic, Inc., a wholly-owned subsidiary issuer, under the Senior Notes (Medtronic Senior Notes)\nand full and unconditional guarantees of the obligations of Covidien International Finance S.A. (CIFSA), a wholly-owned subsidiary issuer, under\nthe Senior Notes (CIFSA Senior Notes). The guarantees of the CIFSA Senior Notes are in addition to the guarantees of the CIFSA Senior Notes by\nCovidien Ltd. and Covidien Group Holdings Ltd., both of which are wholly-owned subsidiary guarantors of the CIFSA Senior Notes. Medtronic plc\nand Medtronic, Inc. each have provided a full and unconditional guarantee of the obligations of Medtronic Luxco under the Senior Notes (Medtronic\nLuxco Senior Notes). The following is a summary of these guarantees:\nGuarantees of Medtronic Senior Notes\n•\nParent Company Guarantor - Medtronic plc\n•\nSubsidiary Issuer - Medtronic, Inc.\n•\nSubsidiary Guarantor - Medtronic Luxco\nGuarantees of Medtronic Luxco Senior Notes\n•\nParent Company Guarantor - Medtronic plc\n•\nSubsidiary Issuer - Medtronic Luxco\n•\nSubsidiary Guarantor - Medtronic, Inc.\nGuarantees of CIFSA Senior Notes\n•\nParent Company Guarantor - Medtronic plc\n•\nSubsidiary Issuer - CIFSA\n•\nSubsidiary Guarantors - Medtronic Luxco, Covidien Ltd., and Covidien Group Holdings Ltd. (CIFSA Subsidiary Guarantors)\nThe following tables present summarized financial information for the fiscal year ended April 26, 2024 for the obligor groups of Medtronic and\nMedtronic Luxco Senior Notes, and CIFSA Senior Notes. The obligor group consists of the parent company guarantor, subsidiary issuer, and\nsubsidiary guarantors for the applicable senior notes. The summarized financial information is presented after elimination of (i) intercompany\ntransactions and balances among the guarantors and issuers and (ii) equity in earnings from and investments in any subsidiary that is a non-\nguarantor or issuer.\nThe summarized results of operations information for the fiscal year ended April 26, 2024 was as follows:\n(in millions)\nMedtronic & Medtronic\nLuxco Senior Notes \nCIFSA Senior Notes\nNet sales\n$\n3,181  $\n— \nOperating profit (loss)\n(485)\n(83)\nLoss before income taxes\n(2,723)\n(2,240)\nNet loss attributable to Medtronic\n(2,580)\n(2,230)\nThe summarized balance sheet information for the fiscal year ended April 26, 2024 was as follows:\n(in millions)\nMedtronic & Medtronic\nLuxco Senior Notes \nCIFSA Senior Notes\nTotal current assets\n$\n17,389  $\n4,179 \nTotal noncurrent assets\n11,548 \n19,246 \nTotal current liabilities\n25,228 \n43,416 \nTotal noncurrent liabilities\n33,508 \n26,995 \nNoncontrolling interests\n206 \n206 \n(1)\nThe Medtronic Senior Notes and Medtronic Luxco Senior Notes obligor group consists of the following entities: Medtronic plc, Medtronic Luxco, and\nMedtronic, Inc. Refer to the guarantee summary above for further details.\n(2)\nThe CIFSA Senior Notes obligor group consists of the following entities: Medtronic plc, Medtronic Luxco, CIFSA, and CIFSA Subsidiary Guarantors. Refer to\nthe guarantee summary above for further details.\n(3)\nIncludes receivables due from non-guarantor subsidiaries of $14.3 billion and $1.7 billion for Medtronic & Medtronic Luxco Senior Notes, and CIFSA Senior\nNotes, respectively.\n(4)\nIncludes loans receivable due from non-guarantor subsidiaries of $5.2 billion and $19.1 billion for Medtronic & Medtronic Luxco Senior Notes, and CIFSA\nSenior Notes, respectively.\n(5)\nIncludes payables due to non-guarantor subsidiaries of $21.8 billion and $42.1 billion for Medtronic & Medtronic Luxco Senior Notes, and CIFSA Senior\nNotes, respectively.\n(6)\nIncludes loans payable due to non-guarantor subsidiaries of $7.7 billion and $7.7 billion for Medtronic & Medtronic Luxco Senior Notes, and CIFSA Senior\nNotes, respectively.\n(1)\n (2)\n(1)\n (2)\n(3)\n(4)\n(5)\n(6)\n48\n\n\nTable of Contents\nItem 7A. Quantitative and Qualitative Disclosures About Market Risk\nCURRENCY EXCHANGE RATE RISK\nDue to the global nature of our operations, we are exposed to currency exchange rate changes, which may cause fluctuations in earnings and cash\nflows. Fluctuations in the currency exchange rates of currency exposures that are unhedged, such as in certain emerging markets, may result in\nfuture earnings and cash flow volatility. The gross notional amount of all currency exchange rate derivative instruments outstanding at April 26,\n2024 and April 28, 2023 was $23.7 billion and $22.0 billion, respectively. At April 26, 2024, these contracts were in a net unrealized gain position of\n$593 million. Additional information regarding our currency exchange rate derivative instruments is included in Note 7 to the consolidated financial\nstatements in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.\nA sensitivity analysis of changes in the fair value of all currency exchange rate derivative contracts at April 26, 2024 and April 28, 2023 indicates\nthat, if the U.S. dollar uniformly strengthened/weakened by 10 percent against all currencies, the fair value of these contracts would\nincrease/decrease by approximately $1.7 billion and $1.6 billion, respectively. Any gains and losses on the fair value of derivative contracts would\ngenerally be offset by gains and losses on the underlying transactions. These offsetting gains and losses are not reflected in the above analysis.\nINTEREST RATE RISK\nWe are subject to interest rate risk on our short-term investments and our borrowings. We manage interest rate risk in the aggregate, while focusing\non our immediate and intermediate liquidity needs. Our debt portfolio at April 26, 2024 was comprised of debt predominantly denominated in U.S.\ndollars and Euros, which is primarily fixed rate debt. We are also exposed to interest rate changes affecting our investments in interest rate sensitive\ninstruments, which include our marketable debt securities.\nA sensitivity analysis of the impact on our interest rate-sensitive financial instruments of a hypothetical 50 basis point change in interest rates, as\ncompared to interest rates at April 26, 2024 and April 28, 2023, indicates that the fair value of these instruments would change by $64 million and\n$61 million, respectively.\nFor a discussion of current market conditions and the impact on our financial condition and results of operations, see the “Liquidity” section of the\nManagement's Discussion and Analysis in \"Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations\" in this\nAnnual Report on Form 10-K. For additional discussion of market risk, see Notes 5 and 7 to the consolidated financial statements in “Item 8.\nFinancial Statements and Supplementary Data” in this Annual Report on Form 10-K.\n49\n\n\nTable of Contents\nItem 8. Financial Statements and Supplementary Data\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Shareholders of Medtronic plc\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of Medtronic plc and its subsidiaries (the “Company”) as of April 26,\n2024 and April 28, 2023, and the related consolidated statements of income, of comprehensive income, of equity and of cash flows for\neach of the three years in the period ended April 26, 2024, including the related notes and schedule of valuation and qualifying\naccounts for each of the three years in the period ended April 26, 2024 appearing under Item 15 (a)(1) (collectively referred to as the\n“consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of April 26,\n2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring\nOrganizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of\nthe Company as of April 26, 2024 and April 28, 2023, and the results of its operations and its cash flows for each of the three years in\nthe period ended April 26, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in\nour opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 26, 2024,\nbased on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.\nBasis for Opinions\nThe Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over\nfinancial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s\nAnnual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the\nCompany’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We\nare a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are\nrequired to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules\nand regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits\nto obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to\nerror or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the\nconsolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such\nprocedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial\nstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well\nas evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting\nincluded obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and\ntesting and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included\nperforming such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable\nbasis for our opinions.\nDefinition and Limitations of Internal Control over Financial Reporting\nA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of\nfinancial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting\nprinciples. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the\nmaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the\ncompany; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements\nin accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in\naccordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding\nprevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect\non the financial statements.\n50\n\n\nTable of Contents\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections\nof any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in\nconditions, or that the degree of compliance with the policies or procedures may deteriorate.\nCritical Audit Matters\nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements\nthat was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are\nmaterial to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The\ncommunication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a\nwhole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or\non the accounts or disclosures to which it relates.\nIncome Tax Reserve for the Uncertain Tax Position Related to Puerto Rico Manufacturing\nAs described in Notes 13 and 18 to the consolidated financial statements, management records reserves for uncertain tax positions\nrelated to unresolved matters with the Internal Revenue Service (IRS) and other taxing authorities. A remaining unresolved issue with\nthe IRS relates to the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico, which is\none of the Company's manufacturing sites. These reserves are subject to a high degree of estimation and management judgment. Total\nreserves relating to uncertain tax positions as of April 26, 2024 were $2.824 billion, of which the Puerto Rico manufacturing reserve\nmakes up a significant portion.\nThe principal considerations for our determination that performing procedures relating to the income tax reserve for the uncertain tax\nposition related to Puerto Rico manufacturing is a critical audit matter are (i) the significant judgment by management when\ndetermining the reserve, including a high degree of estimation uncertainty relative to the unresolved issue with the IRS involving one\nof the Company’s manufacturing sites; and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and\nevaluating audit evidence related to management’s measurement of the income tax reserve for the uncertain tax position related to\nPuerto Rico manufacturing, as the nature of the evidence is often highly subjective.\nAddressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion\non the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the recognition of\nthe income tax reserves for uncertain tax positions, as well as controls over measurement of the reserve for the uncertain tax position\nrelated to Puerto Rico manufacturing. These procedures also included, among others (i) testing management’s process for determining\nthe reserve, (ii) evaluating the status and results of the related U.S. Tax Court case, and (iii) evaluating the consistency of the reserve\ncalculation with the relevant documents related to the U.S. Tax Court case. Evaluating the reasonableness of the measurement of the\nreserve included evaluating whether the methodology and assumptions used by the Company were consistent with the U.S. Tax Court’s\nruling.\n/s/ PricewaterhouseCoopers LLP\nMinneapolis, Minnesota\nJune 20, 2024\nWe have served as the Company’s auditor since 1963.\n51\n\n\nTable of Contents\nMedtronic plc\nConsolidated Statements of Income\n \nFiscal Year\n(in millions, except per share data)\n2024\n2023\n2022\nNet sales\n$\n32,364 \n$\n31,227 \n$\n31,686 \nCosts and expenses:\nCost of products sold, excluding amortization of intangible assets\n11,216 \n10,719 \n10,145 \nResearch and development expense\n2,735 \n2,696 \n2,746 \nSelling, general, and administrative expense\n10,736 \n10,415 \n10,292 \nAmortization of intangible assets\n1,693 \n1,698 \n1,733 \nRestructuring charges, net\n226 \n375 \n60 \nCertain litigation charges, net\n149 \n(30)\n95 \nOther operating expense (income), net\n464 \n(131)\n862 \nOperating profit\n5,144 \n5,485 \n5,752 \nOther non-operating income, net\n(412)\n(515)\n(318)\nInterest expense, net\n719 \n636 \n553 \nIncome before income taxes\n4,837 \n5,364 \n5,517 \nIncome tax provision\n1,133 \n1,580 \n456 \nNet income\n3,705 \n3,784 \n5,062 \nNet income attributable to noncontrolling interests\n(28)\n(26)\n(22)\nNet income attributable to Medtronic\n$\n3,676 \n$\n3,758 \n$\n5,039 \nBasic earnings per share\n$\n2.77 \n$\n2.83 \n$\n3.75 \nDiluted earnings per share\n$\n2.76 \n$\n2.82 \n$\n3.73 \nBasic weighted average shares outstanding\n1,327.7 \n1,329.8 \n1,342.4 \nDiluted weighted average shares outstanding\n1,330.2 \n1,332.8 \n1,351.4 \nThe accompanying notes are an integral part of these consolidated financial statements.\n52\n\n\nTable of Contents\nMedtronic plc\nConsolidated Statements of Comprehensive Income\n \nFiscal Year\n(in millions)\n2024\n2023\n2022\nNet income\n$\n3,705 \n$\n3,784 \n$\n5,062 \nOther comprehensive income (loss), net of tax:\n \n \n \nUnrealized gain (loss) on investment securities\n46 \n(49)\n(301)\nTranslation adjustment\n(848)\n(240)\n(2,086)\nNet investment hedge\n633 \n(596)\n2,299 \nNet change in retirement obligations\n212 \n32 \n574 \nUnrealized gain (loss) on cash flow hedges\n136 \n(381)\n727 \nOther comprehensive income (loss)\n178 \n(1,234)\n1,213 \nComprehensive income including noncontrolling interests\n3,883 \n2,549 \n6,274 \nComprehensive income attributable to noncontrolling interests\n(27)\n(26)\n(16)\nComprehensive income attributable to Medtronic\n$\n3,856 \n$\n2,524 \n$\n6,258 \nThe accompanying notes are an integral part of these consolidated financial statements.\n53\n\n\nTable of Contents\nMedtronic plc\nConsolidated Balance Sheets\n(in millions, except share amounts)\nApril 26, 2024\nApril 28, 2023\nASSETS\n \n \nCurrent assets:\n \n \nCash and cash equivalents\n$\n1,284 \n$\n1,543 \nInvestments\n6,721 \n6,416 \nAccounts receivable, less allowances and credit losses of $173 and $176, respectively\n6,128 \n5,998 \nInventories\n5,217 \n5,293 \nOther current assets\n2,584 \n2,425 \nTotal current assets\n21,935 \n21,675 \nProperty, plant, and equipment, net\n6,131 \n5,569 \nGoodwill\n40,986 \n41,425 \nOther intangible assets, net\n13,225 \n14,844 \nTax assets\n3,657 \n3,477 \nOther assets\n4,047 \n3,959 \nTotal assets\n$\n89,981 \n$\n90,948 \nLIABILITIES AND EQUITY\n \n \nCurrent liabilities:\n \n \nCurrent debt obligations\n$\n1,092 \n$\n20 \nAccounts payable\n2,410 \n2,662 \nAccrued compensation\n2,375 \n1,949 \nAccrued income taxes\n1,330 \n840 \nOther accrued expenses\n3,582 \n3,581 \nTotal current liabilities\n10,789 \n9,051 \nLong-term debt\n23,932 \n24,344 \nAccrued compensation and retirement benefits\n1,101 \n1,093 \nAccrued income taxes\n1,859 \n2,360 \nDeferred tax liabilities\n515 \n708 \nOther liabilities\n1,365 \n1,727 \nTotal liabilities\n39,561 \n39,283 \nCommitments and contingencies (Notes 3, 16, and 18)\nShareholders’ equity:\n \n \nOrdinary shares— par value $0.0001, 2.6 billion shares authorized, 1,311,337,531 and 1,330,809,036 shares\nissued and outstanding, respectively\n— \n— \nAdditional paid-in capital\n23,129 \n24,590 \nRetained earnings\n30,403 \n30,392 \nAccumulated other comprehensive loss\n(3,318)\n(3,499)\nTotal shareholders’ equity\n50,214 \n51,483 \nNoncontrolling interests\n206 \n182 \nTotal equity\n50,420 \n51,665 \nTotal liabilities and equity\n$\n89,981 \n$\n90,948 \nThe accompanying notes are an integral part of these consolidated financial statements.\n54\n\n\nTable of Contents\nMedtronic plc\nConsolidated Statements of Equity\nOrdinary Shares\nAdditional\nPaid-in\nCapital\nRetained\nEarnings\nAccumulated\nOther\nComprehensive\nLoss\nTotal\n Shareholders’\n Equity\nNoncontrolling\nInterests\nTotal\nEquity\n(in millions, except per share data)\nNumber\nPar Value\nApril 30, 2021\n1,345 \n$\n— \n$\n26,319 \n$\n28,594 \n$\n(3,485)\n$\n51,428 \n$\n174 \n$\n51,602 \nNet income\n— \n— \n— \n5,039 \n— \n5,039 \n22 \n5,062 \nOther comprehensive income (loss)\n— \n— \n— \n— \n1,219 \n1,219 \n(6)\n1,213 \nDividends to shareholders ($2.52 per\nordinary share)\n— \n— \n— \n(3,383)\n— \n(3,383)\n— \n(3,383)\nIssuance of shares under stock purchase and\naward plans\n7 \n— \n329 \n— \n— \n329 \n— \n329 \nRepurchase of ordinary shares\n(21)\n— \n(2,442)\n— \n— \n(2,442)\n— \n(2,442)\nStock-based compensation\n— \n— \n359 \n— \n— \n359 \n— \n359 \nChanges to noncontrolling ownership\ninterests\n— \n— \n1 \n— \n— \n1 \n(19)\n(18)\nApril 29, 2022\n1,331 \n$\n— \n$\n24,566 \n$\n30,250 \n$\n(2,265)\n$\n52,551 \n$\n171 \n$\n52,722 \nNet income\n— \n— \n— \n3,758 \n— \n3,758 \n26 \n3,784 \nOther comprehensive loss\n— \n— \n— \n— \n(1,234)\n(1,234)\n— \n(1,234)\nDividends to shareholders ($2.72 per\nordinary share)\n— \n— \n— \n(3,616)\n— \n(3,616)\n— \n(3,616)\nIssuance of shares under stock purchase and\naward plans\n6 \n— \n236 \n— \n— \n236 \n— \n236 \nRepurchase of ordinary shares\n(6)\n— \n(571)\n— \n— \n(571)\n— \n(571)\nStock-based compensation\n— \n— \n355 \n— \n— \n355 \n— \n355 \nChanges to noncontrolling ownership\ninterests\n— \n— \n5 \n— \n— \n5 \n(15)\n(10)\nApril 28, 2023\n1,331 \n$\n— \n$\n24,590 \n$\n30,392 \n$\n(3,499)\n$\n51,483 \n$\n182 \n$\n51,665 \nNet income\n— \n— \n— \n3,676 \n— \n3,676 \n28 \n3,705 \nOther comprehensive income (loss)\n— \n— \n— \n— \n180 \n180 \n(2)\n178 \nDividends to shareholders ($2.76 per\nordinary share)\n— \n— \n— \n(3,666)\n— \n(3,666)\n— \n(3,666)\nIssuance of shares under stock purchase and\naward plans\n6 \n— \n231 \n— \n— \n231 \n— \n231 \nRepurchase of ordinary shares\n(25)\n— \n(2,084)\n— \n— \n(2,084)\n— \n(2,084)\nStock-based compensation\n— \n— \n393 \n— \n— \n393 \n— \n393 \nChanges to noncontrolling ownership\ninterests\n— \n— \n— \n— \n— \n— \n(2)\n(2)\nApril 26, 2024\n1,311 \n$\n— \n$\n23,129 \n$\n30,403 \n$\n(3,318)\n$\n50,214 \n$\n206 \n$\n50,420 \nThe accompanying notes are an integral part of these consolidated financial statements.\n55\n\n\nTable of Contents\nMedtronic plc\nConsolidated Statements of Cash Flows\n \nFiscal Year\n(in millions)\n2024\n2023\n2022\nOperating Activities:\n \n \n \nNet income\n$\n3,705 \n$\n3,784 \n$\n5,062 \nAdjustments to reconcile net income to net cash provided by operating activities:\n \n \n \nDepreciation and amortization\n2,647 \n2,697 \n2,707 \nProvision for credit losses\n90 \n73 \n58 \nDeferred income taxes\n(508)\n(226)\n(604)\nStock-based compensation\n393 \n355 \n359 \nLoss on debt extinguishment\n— \n53 \n— \nAsset impairments and related inventory write-downs\n371 \n— \n515 \nOther, net\n573 \n270 \n138 \nChange in operating assets and liabilities, net of acquisitions and divestitures:\n \n \n \nAccounts receivable, net\n(391)\n(576)\n(477)\nInventories, net\n(139)\n(939)\n(560)\nAccounts payable and accrued liabilities\n391 \n696 \n213 \nOther operating assets and liabilities\n(345)\n(148)\n(65)\nNet cash provided by operating activities\n6,787 \n6,039 \n7,346 \nInvesting Activities:\n \n \n \nAcquisitions, net of cash acquired\n(211)\n(1,867)\n(91)\nAdditions to property, plant, and equipment\n(1,587)\n(1,459)\n(1,368)\nPurchases of investments\n(7,748)\n(7,514)\n(9,882)\nSales and maturities of investments\n7,441 \n7,343 \n9,692 \nOther investing activities, net\n(261)\n4 \n(10)\nNet cash used in investing activities\n(2,366)\n(3,493)\n(1,659)\nFinancing Activities:\n \n \n \nChange in current debt obligations, net\n1,073 \n— \n— \nProceeds from short-term borrowings (maturities greater than 90 days)\n— \n2,284 \n— \nRepayments from short-term borrowings (maturities greater than 90 days)\n— \n(2,279)\n— \nIssuance of long-term debt\n— \n5,409 \n— \nPayments on long-term debt\n— \n(6,012)\n(1)\nDividends to shareholders\n(3,666)\n(3,616)\n(3,383)\nIssuance of ordinary shares\n284 \n308 \n429 \nRepurchase of ordinary shares\n(2,138)\n(645)\n(2,544)\nOther financing activities\n(3)\n(409)\n163 \nNet cash used in financing activities\n(4,450)\n(4,960)\n(5,336)\nEffect of exchange rate changes on cash and cash equivalents\n(230)\n243 \n(231)\nNet change in cash and cash equivalents\n(259)\n(2,171)\n121 \nCash and cash equivalents at beginning of period\n1,543 \n3,714 \n3,593 \nCash and cash equivalents at end of period\n$\n1,284 \n$\n1,543 \n$\n3,714 \nSupplemental Cash Flow Information\n \n \n \nCash paid for:\n \n \n \nIncome taxes\n$\n1,622 \n$\n1,548 \n$\n996 \nInterest\n826 \n606 \n540 \nThe accompanying notes are an integral part of these consolidated financial statements.\n56\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements\n1. Summary of Significant Accounting Policies\nNature of Operations Medtronic plc (Medtronic or the Company) is the leading global healthcare technology company– alleviating pain, restoring\nhealth, and extending life for millions of people around the world. The Company provides innovative products and therapies to serve healthcare\nsystems, physicians, clinicians, and patients. Medtronic was founded in 1949 and is headquartered in Dublin, Ireland.\nPrinciples of Consolidation The consolidated financial statements include the accounts of Medtronic plc, its wholly-owned subsidiaries, entities for\nwhich the Company has a controlling financial interest, and variable interest entities for which the Company is the primary beneficiary.\nIntercompany transactions and balances have been fully eliminated in consolidation. Certain reclassifications have been made to prior year financial\nstatements to conform to classifications used in the current year. Amounts reported in millions within this annual report are computed based on the\namounts in thousands, and therefore, the sum of the components may not equal the total amount reported in millions due to rounding. Additionally,\ncertain columns and rows within tables may not sum due to rounding.\nUse of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United\nStates (U.S.) (U.S. GAAP) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial\nstatements and accompanying notes. Estimates are used when accounting for items such as income taxes, contingencies, goodwill, intangible asset,\nequity investment, and liability valuations. Actual results may or may not differ from those estimates.\nFiscal Year-End The Company utilizes a 52/53-week fiscal year, ending the last Friday in April, for the presentation of its consolidated financial\nstatements and related notes thereto at April 26, 2024 and April 28, 2023 and for each of the three fiscal years ended April 26, 2024 (fiscal year\n2024), April 28, 2023 (fiscal year 2023), and April 29, 2022 (fiscal year 2022).\nCash Equivalents The Company considers highly liquid investments with maturities of three months or less from the date of purchase to be cash\nequivalents. These investments are carried at cost, which approximates fair value.\nInvestments The Company invests in marketable debt and equity securities, investments for which the Company has elected the fair value option,\ninvestments that do not have readily determinable fair values, and investments accounted for under the equity method.\nMarketable debt securities are classified and accounted for as available-for-sale. These investments are recorded at fair value in the consolidated\nbalance sheets. The change in fair value for available-for-sale securities is recorded, net of taxes, as a component of accumulated other\ncomprehensive loss on the consolidated balance sheets. The Company determines the appropriate classification of its investments in marketable debt\nsecurities at the time of purchase and reevaluates such determinations at each balance sheet date. The classification of marketable debt securities as\ncurrent or long-term is based on the nature of the securities and the availability for use in current operations consistent with the Company's\nmanagement of its capital structure and liquidity.\nCertain of the Company’s investments in marketable equity securities and other securities are long-term, strategic investments in companies that are\nin various stages of development and are primarily included in other assets on the consolidated balance sheets. Marketable equity securities are\nrecorded at fair value in the consolidated balance sheets. The change in fair value of marketable equity securities is recognized within other non-\noperating income, net in the consolidated statements of income. At each reporting period, the Company makes a qualitative assessment considering\nimpairment indicators to evaluate whether the investment is impaired. Equity method investments for which the Company has elected the fair value\noption are valued using a discounted cash flow methodology, taking into consideration various assumptions including discount rate and all pertinent\nfinancial information available related to the investees, including the timing of anticipated product launches, historical financial results, and\nprojections of future cash flows. Equity investments that do not have readily determinable fair values are measured using the measurement\nalternative at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical\nor similar investment of the same issuer. Equity securities accounted for under the equity method are initially recorded at the amount of the\nCompany’s investment and are adjusted each period for the Company’s share of the investee’s income or loss and dividends paid. Securities\naccounted for under the equity method are reviewed quarterly for changes in circumstance or the occurrence of events that suggest other than\ntemporary impairment has occurred.\nAccounts Receivable and Allowance for Doubtful Accounts and Credit Losses The Company grants credit to customers in the normal course of\nbusiness and maintains an allowance for doubtful accounts for potential credit losses. When evaluating allowances for doubtful accounts, the\nCompany considers various factors, including historical experience and customer-specific information. Uncollectible accounts are written-off\nagainst the allowance when it is deemed that a customer account is uncollectible.\nInventories Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. The Company\nreduces the carrying value of inventories for items that are potentially excess, obsolete, or slow-moving based on changes in customer demand,\ntechnology developments, or other economic factors.\n57\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nProperty, Plant, and Equipment Property, plant, and equipment is stated at cost and depreciated over the useful lives of the assets using the\nstraight-line method. Additions and improvements that extend the lives of the assets are capitalized, while expenditures for repairs and maintenance\nare expensed as incurred. The Company assesses property, plant, and equipment for impairment whenever events or changes in circumstances\nindicate that the carrying amount of property, plant, and equipment asset groupings may not be recoverable. The cost of interest that is incurred in\nconnection with significant ongoing construction projects is capitalized using a weighted average interest rate. These costs are included in property,\nplant, and equipment and amortized over the useful life of the related asset. Upon retirement or disposal of property, plant, and equipment, the costs\nand related amounts of accumulated depreciation or amortization are eliminated from the asset and accumulated depreciation accounts. The\ndifference, if any, between the net asset value and the proceeds, is recognized in earnings.\nGoodwill and Intangible Assets Goodwill is the excess of the purchase price over the estimated fair value of identified net assets of acquired\nbusinesses. The Company assesses goodwill for impairment annually in the third quarter of the fiscal year and whenever an event occurs or\ncircumstances change that would indicate the carrying amount may be impaired. Impairment testing for goodwill is performed at a reporting unit\nlevel. The Company calculates the excess of each reporting unit's fair value over its carrying amount, including goodwill, utilizing a discounted cash\nflow analysis and revenue and earnings multiples using comparable public company information. The test for impairment of goodwill requires the\nCompany to make several estimates related to projected future cash flows and appropriate multiples to determine the fair value of the goodwill\nreporting units. Significant assumptions used in the reporting unit fair value measurements include forecasted cash flows, including revenue and\nexpense growth rates, discount rates, and revenue and earnings multiples. An impairment loss is recognized when the carrying amount of the\nreporting unit’s net assets exceeds the estimated fair value of the reporting unit.\nIntangible assets include patents, trademarks, tradenames, customer relationships, purchased technology, and in-process research and development\n(IPR&D). Intangible assets with a definite life are amortized on a straight-line basis with estimated useful lives typically ranging from three to 20\nyears. Amortization is recognized within amortization of intangible assets in the consolidated statements of income. Intangible assets with a definite\nlife are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group, which includes\nintangible assets, may not be recoverable. When events or changes in circumstances indicate that the carrying amount of an asset group, which\nincludes intangible assets, may not be recoverable, the Company calculates the excess of an asset group's carrying value over its undiscounted future\ncash flows. If the carrying value is not recoverable, an impairment loss is recognized based on the amount by which the carrying value exceeds the\nfair value. The fair value of an asset group, which includes intangible assets, is estimated by utilizing a discounted cash flow analysis.\nAcquired IPR&D represents the fair value assigned to those research and development projects that were primarily acquired in a business\ncombination for which the related products have not received regulatory approval and have no alternative future use. IPR&D is capitalized at its fair\nvalue as an indefinite-lived intangible asset, and any development costs incurred after the acquisition are expensed as incurred. The fair value of\nIPR&D is determined by estimating the future cash flows of each project and discounting the net cash flows back to their present values. Upon\nachieving regulatory approval or commercial viability for the related product, the indefinite-lived intangible asset is accounted for as a definite-lived\nasset and is amortized on a straight-line basis over the estimated useful life. If the project is not completed or is terminated or abandoned, the\nCompany may have an impairment related to the IPR&D, which is charged to expense. Indefinite-lived intangible assets are tested for impairment\nannually in the third quarter of the fiscal year, prior to moving to definite-lived, and whenever events or changes in circumstances indicate that the\ncarrying amount may be impaired. Impairment is calculated as the excess of the asset’s carrying value over its fair value. Fair value is generally\ndetermined using a discounted future cash flow analysis. IPR&D with no alternative future use acquired outside of a business combination is\nexpensed immediately.\nContingent Consideration Certain of the Company’s business combinations involve potential payment or receipt of future consideration that is\ncontingent upon the achievement of certain product development milestones and/or contingent on the acquired business reaching certain\nperformance milestones. The Company records contingent consideration at fair value at the date of acquisition or divestiture based on the\nconsideration expected to be transferred, estimated as the probability-weighted future cash flows, discounted back to present value. The fair value of\ncontingent consideration is measured using projected payment dates, discount rates, probabilities of payment, and projected revenues (for revenue-\nbased considerations). Projected revenues are based on the Company’s most recent internal operational budgets and long-range strategic plans. The\ndiscount rate used is determined at the time of measurement in accordance with accepted valuation methodologies. Changes in projected revenues,\nprobabilities of payment, discount rates, and projected payment dates may result in adjustments to the fair value measurements. Contingent\nconsideration is remeasured each reporting period using Level 3 inputs, and the change in fair value, including accretion for the passage of time, is\nrecognized as income or expense within other operating expense (income), net in the consolidated statements of income. Contingent consideration\npayments made or received soon after the acquisition date are classified as investing activities in the consolidated statements of cash flows.\nContingent consideration payments not made or received soon after the acquisition date that are related to the acquisition date fair value are reported\nas financing activities in the consolidated statements of cash flows, and amounts paid or received in excess of the original acquisition date fair value\nare reported as operating activities in the consolidated statements of cash flows.\n58\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nSelf-Insurance The Company self-insures the majority of its insurable risks, including medical and dental costs, disability coverage, physical loss to\nproperty, business interruptions, workers’ compensation, comprehensive general, and product liability. Insurance coverage is obtained for risks\nrequired to be insured by law or contract. The Company uses claims data and historical experience, as applicable, to estimate liabilities associated\nwith the exposures that the Company has self-insured.\nRetirement Benefit Plan Assumptions The Company sponsors various retirement benefit plans, including defined benefit pension plans, post-\nretirement medical plans, defined contribution savings plans, and termination indemnity plans, covering substantially all U.S. employees and many\nemployees outside the U.S. See Note 15 for assumptions used in determining pension and post-retirement benefit costs and liabilities.\nDerivatives The Company recognizes all derivative financial instruments in its consolidated financial statements at fair value in accordance with\nauthoritative guidance on derivatives and hedging, and presents assets and liabilities associated with derivative financial instruments on a gross basis\nin the consolidated financial statements. For derivative instruments that are designated and qualify as hedging instruments, the hedging instrument\nmust be designated as a cash flow hedge or hedges of net investments, based upon the exposure being hedged. See Note 7 for more information on\nthe Company's derivative instruments and hedging programs.\nFair Value Measurements The Company follows the authoritative guidance on fair value measurements and disclosures with respect to assets and\nliabilities that are measured at fair value on both a recurring and nonrecurring basis. Fair value is defined as the exit price, or the amount that would\nbe received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The\nauthoritative guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and\nminimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market\nparticipants would use in valuing the asset or liability, based on market data obtained from sources independent of the Company. Unobservable\ninputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed\nbased upon the best information available in the circumstances. The categorization of financial assets and financial liabilities within the valuation\nhierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels\ndefined as follows:\n•\nLevel 1 - Inputs are quoted prices in active markets for identical assets or liabilities.\n•\nLevel 2 - Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or\nliabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or\nindirectly.\n•\nLevel 3 - Inputs are unobservable for the asset or liability.\nFinancial assets that are classified as Level 1 securities include highly liquid government bonds within U.S. government and agency securities,\nmutual funds, short-term investments, and equity securities for which quoted market prices are available. In addition, the Company classifies\ncurrency forward contracts as Level 1 since they are valued using quoted market prices in active markets which have identical assets or liabilities.\nThe valuation for most fixed maturity securities are classified as Level 2. Financial assets that are classified as Level 2 include corporate debt\nsecurities, government and agency securities, other asset-backed securities, certificates of deposits, and mortgage-backed securities whose value is\ndetermined using inputs that are observable in the market or may be derived principally from, or corroborated by, observable market data such as\npricing for similar securities, recently executed transactions, cash flow models with yield curves, and benchmark securities. In addition, total return\nswaps are included in Level 2 as the Company uses inputs other than quoted prices that are observable for the asset. The Level 2 derivative\ninstruments are primarily valued using standard calculations and models that use readily observable market data as their basis.\nFinancial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar\ntechniques, and at least one significant model assumption or input is unobservable. Financial assets that are classified as Level 3 include certain\ninvestment securities for which there is limited market activity such that the determination of fair value requires significant judgment or estimation,\nequity method investments for which the Company has elected the fair value option, and auction rate securities. The investment securities with\nlimited market activity are valued using third-party pricing sources that incorporate transaction details such as contractual terms, maturity, timing,\nand amount of expected future cash flows, as well as assumptions about liquidity and credit valuation adjustments by market participants. The fair\nvalue of auction rate securities is estimated by the Company using a discounted cash flow model, which incorporates significant unobservable\ninputs. The significant unobservable inputs used in the fair value measurement of the Company’s auction rate securities are years to principal\nrecovery and the illiquidity premium that is incorporated into the discount rate. Valuation techniques for investments valued using the fair value\noption are included in the \"Investments\" section above. For goodwill, other\n59\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nintangible assets, and IPR&D, inputs used in the fair value analysis fall within Level 3 of the fair value hierarchy due to the use of significant\nunobservable inputs to determine fair value.\nCertain investments for which the fair value is measured using the net asset value per share (or its equivalent) practical expedient are excluded from\nthe fair value hierarchy. Financial assets for which the fair value is measured using the net asset value per share practical expedient include equity\nand fixed income commingled trusts, partnership units, and registered investment companies.\nRevenue Recognition The Company sells its products through direct sales representatives and independent distributors. Additionally, a portion of\nthe Company's revenue is generated from consignment inventory maintained at hospitals and royalty and intellectual property arrangements. The\nCompany recognizes revenue when control is transferred to the customer. For products sold through direct sales representatives and independent\ndistributors, control is typically transferred upon shipment or upon delivery, based on the contract terms and legal requirements. For consignment\ninventory, control is transferred when the product is used or implanted. Payment terms vary depending on the country of sale, type of customer, and\ntype of product.\nIf a contract contains more than one performance obligation, the transaction price is allocated to each performance obligation based on relative\nstandalone selling price. Shipping and handling is treated as a fulfillment activity rather than a promised service, and therefore, is not considered a\nperformance obligation. Taxes assessed by a governmental authority that are both imposed on, and concurrent with, a specific revenue producing\ntransaction and collected by the Company from customers (for example, sales, use, value added, and some excise taxes) are not included in revenue.\nFor contracts that have an original duration of one year or less, the Company uses the practical expedient applicable to such contracts and does not\nadjust the transaction price for the time value of money.\nThe amount of revenue recognized reflects sales rebates and returns, which are estimated based on sales terms, historical experience, and trend\nanalysis. In estimating rebates, the Company considers the lag time between the point of sale and the payment of the rebate claim, the stated rebate\nrates, and other relevant information. The Company records adjustments to rebates and returns reserves as increases or decreases of revenue.\nThe Company records a deferred revenue liability if a customer pays consideration, or the Company has the right to invoice, before the Company\ntransfers a good or service to the customer. Deferred revenue primarily represents remote monitoring services and equipment maintenance, for\nwhich consideration is received at the same time as consideration for the device or equipment. Revenue related to remote monitoring services and\nequipment maintenance is recognized over the service period as time elapses.\nShipping and Handling Shipping and handling costs incurred to physically move product from the Company's premises to the customer's premises\nare recognized in selling, general, and administrative expense in the consolidated statements of income and were $341 million, $351 million, and\n$354 million in fiscal years 2024, 2023, and 2022, respectively. Other shipping and handling costs incurred to store, move, and prepare products for\nshipment are recognized in cost of products sold in the consolidated statements of income.\nResearch and Development Research and development costs are expensed when incurred. Research and development costs include costs of\nresearch, engineering, and technical activities to develop a new product or service or make significant improvement to an existing product or\nmanufacturing process. Research and development costs also include pre-approval regulatory and clinical trial expenses and license payments for\ntechnology not yet approved by regulators.\nContingencies The Company records a liability in the consolidated financial statements on an undiscounted basis for loss contingencies related to\nlegal actions when a loss is known or considered probable and the amount may be reasonably estimated. If the reasonable estimate of a known or\nprobable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is\nreasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed.\nIncome Taxes The Company has deferred taxes that arise as a result of the different treatment of transactions for U.S. GAAP and income tax\naccounting, known as temporary differences. The Company records the tax effect of these temporary differences as deferred tax assets and deferred\ntax liabilities. Deferred tax assets generally represent items that may be used as a tax deduction or credit in a tax return in future years for which the\nCompany has already recognized the tax benefit in the consolidated statements of income. The Company establishes valuation allowances for\ndeferred tax assets when the amount of expected future taxable income is not likely to support the use of the deduction or credit. Deferred tax\nliabilities generally represent tax expense for which payment has been deferred or expense has already been taken as a deduction on the Company’s\ntax return but has not yet been recognized as an expense in the consolidated statements of income. See Footnote 13 for more information on the\nCompany's uncertain tax positions and tax policies.\nOther Operating Expense (Income), Net Other operating expense (income), net primarily includes royalty expense, currency remeasurement and\nderivative gains and losses, Puerto Rico excise taxes, changes in fair value of contingent consideration, certain\n60\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nacquisition and divestiture-related items, income from funded research and development arrangements, and commitments to the Medtronic\nFoundation and Medtronic LABS.\nOther Non-Operating Income, Net Other non-operating income, net includes the non-service component of net periodic pension and post-\nretirement benefit cost, investment gains and losses, and interest income.\nCurrency Translation Assets and liabilities of non-U.S. dollar functional currency entities are translated to U.S. dollars at period-end exchange\nrates, and the currency impacts arising from the translation of the assets and liabilities are recorded as a cumulative translation adjustment, a\ncomponent of accumulated other comprehensive loss, on the consolidated balance sheets. Elements of the consolidated statements of income are\ntranslated at the average monthly currency exchange rates in effect during the period. Currency transaction gains and losses are included in other\noperating expense (income), net in the consolidated statements of income.\nStock-Based Compensation The Company measures stock-based compensation expense at the grant date based on the fair value of the award and\nrecognizes the compensation expense over the requisite service period, which is generally the vesting period. The amount of stock-based\ncompensation expense recognized during a period is based on the portion of the awards that are expected to vest. The Company estimates pre-\nvesting forfeitures at the time of grant and revises the estimates in subsequent periods.\nRecently Adopted Accounting Standards\nSupplier Finance Programs\nIn September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-04, Liabilities— Supplier\nFinance Programs (Subtopic 405-50), which requires that a buyer in a supplier finance program disclose sufficient information about the program to\nallow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential\nmagnitude. The Company adopted this guidance on April 29, 2023. The adoption of this standard did not have a material impact on the Company’s\nConsolidated Financial Statements.\nNot Yet Adopted Accounting Standards\nSegment Reporting\nIn November 2023, the FASB issued ASU 2023-07, Improvements to Segment Reporting (Topic 280), which requires incremental disclosures on\nreportable segments, primarily through enhanced disclosures on significant segment expenses. The Company will adopt this guidance beginning in\nthe fourth quarter of fiscal year 2025 for our annual report and for interim periods starting in fiscal year 2026. We are currently evaluating the\npotential effect that the updated standard will have on our financial statement disclosures.\nIncome Taxes\nIn December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires incremental annual\ndisclosures on income taxes, including rate reconciliations, income taxes paid, and other disclosures. The Company will adopt this guidance\nbeginning in the fourth quarter of fiscal year 2026 for our annual report. We are currently evaluating the potential effect that the updated standard\nwill have on our financial statement disclosures.\n2. Revenue\nThe Company's revenues are principally derived from device-based medical therapies and services related to cardiac rhythm disorders,\ncardiovascular disease, neurological disorders and diseases, spinal conditions and musculoskeletal trauma, chronic pain, urological and digestive\ndisorders, ear, nose, and throat conditions, and diabetes conditions as well as advanced and general surgical care products, respiratory and\nmonitoring solutions, and neurological surgery technologies. The Company's primary customers include healthcare systems, clinics, third-party\nhealthcare providers, distributors, and other institutions, including governmental healthcare programs and group purchasing organizations. Prior\nperiod revenue has been recast to reflect the new reporting structure. The activity of the Company's Renal Care Solutions business and the ventilator\nproduct line were moved out of Medical Surgical and into the Other line, and the retained PMRI businesses were combined into one business unit\ncalled Acute Care & Monitoring in Medical Surgical. Refer to Note 19 to the consolidated financial statements for additional information regarding\nthe Company's reporting structure.\n61\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nThe table below illustrates net sales by segment and division for fiscal years 2024, 2023, and 2022:\n \n Net Sales by Fiscal Year\n(in millions)\n2024\n2023\n2022\nCardiac Rhythm & Heart Failure\n$\n5,995 \n$\n5,783 \n$\n5,852 \nStructural Heart & Aortic\n3,358 \n3,363 \n3,055 \nCoronary & Peripheral Vascular\n2,478 \n2,375 \n2,460 \nCardiovascular\n11,831 \n11,522 \n11,368 \nCranial & Spinal Technologies\n4,756 \n4,451 \n4,456 \nSpecialty Therapies\n2,905 \n2,815 \n2,592 \nNeuromodulation\n1,746 \n1,693 \n1,735 \nNeuroscience\n9,406 \n8,959 \n8,784 \nSurgical & Endoscopy\n6,508 \n6,152 \n6,543 \nAcute Care & Monitoring\n1,908 \n1,837 \n1,926 \nMedical Surgical\n8,417 \n7,989 \n8,469 \nDiabetes\n2,488 \n2,262 \n2,338 \nReportable segment net sales\n32,142 \n30,731 \n30,959 \nOther operating segment \n221 \n495 \n727 \nTotal net sales\n$\n32,364 \n$\n31,227 \n$\n31,686 \n(1) Includes historical operations and ongoing transition agreements from businesses the Company has exited or divested, which primarily includes the Company's\nventilator product line and the Renal Care Solutions business.\nThe table below illustrates net sales by market geography for each segment for fiscal years 2024, 2023, and 2022:\nU.S.\nNon-U.S. Developed Markets\nEmerging Markets\n(in millions)\nFiscal Year\n2024\nFiscal Year\n2023\nFiscal Year\n2022\nFiscal Year\n2024\nFiscal Year\n2023\nFiscal Year\n2022\nFiscal Year\n2024\nFiscal Year\n2023\nFiscal Year\n2022\nCardiovascular\n$\n5,597 \n$\n5,796 \n$\n5,490 \n$\n3,857 \n$\n3,564 \n$\n3,866 \n$\n2,377 \n$\n2,161 \n$\n2,012 \nNeuroscience\n6,305 \n6,018 \n5,753 \n1,739 \n1,658 \n1,801 \n1,362 \n1,283 \n1,229 \nMedical Surgical\n3,717 \n3,549 \n3,659 \n3,049 \n2,917 \n3,155 \n1,650 \n1,522 \n1,655 \nDiabetes\n852 \n849 \n974 \n1,284 \n1,106 \n1,085 \n352 \n307 \n279 \nReportable segment net sales\n16,471 \n16,212 \n15,876 \n9,929 \n9,245 \n9,907 \n5,742 \n5,273 \n5,176 \nOther operating segment \n91 \n160 \n259 \n50 \n163 \n218 \n81 \n172 \n250 \nTotal net sales\n$ 16,562 \n$ 16,373 \n$ 16,135 \n$\n9,979 \n$\n9,408 \n$ 10,126 \n$\n5,823 \n$\n5,446 \n$\n5,426 \n(1)\nU.S. includes the United States and U.S. territories.\n(2)\nNon-U.S. developed markets include Japan, Australia, New Zealand, Korea, Canada, and the countries within Western Europe.\n(3)\nEmerging markets include the countries of the Middle East, Africa, Latin America, Eastern Europe, and the countries of Asia that are not included in the non-\nU.S. developed markets, as defined above.\n(4)\nIncludes historical operations and ongoing transition agreements from businesses the Company has exited or divested, which primarily includes the\nCompany's ventilator product line and the Renal Care Solutions business.\nThe amount of revenue recognized is reduced by sales rebates and returns. Adjustments to rebates and returns reserves are recorded as increases or\ndecreases to revenue. At April  26, 2024, $1.0  billion of rebates were classified as other accrued expenses, and $574  million of rebates were\nclassified as a reduction of accounts receivable in the consolidated balance sheet. At April 28, 2023, $1.1 billion of rebates were classified as other\naccrued expenses, and $555 million of rebates were classified as a reduction of accounts receivable in the consolidated balance sheet. During fiscal\nyear 2024, adjustments to rebate and return reserves recognized in revenue that were included in the rebate and return reserves at the beginning of\nthe period were not material.\n(1)\n(1)\n(2)\n(3)\n(4)\n62\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nDeferred Revenue and Remaining Performance Obligations\nDeferred revenue at April 26, 2024 and April 28, 2023 was $453 million and $405 million, respectively. At April 26, 2024 and April 28, 2023,\n$352 million and $314 million was included in other accrued expenses, respectively, and $101 million and $91 million was included in other\nliabilities, respectively. During the fiscal year ended April 26, 2024, the Company recognized $324 million of revenue that was included in deferred\nrevenue as of April 28, 2023. During the fiscal year ended April 28, 2023, the Company recognized $240 million of revenue that was included in\ndeferred revenue at April 29, 2022.\nRemaining performance obligations include goods and services that have not yet been delivered or provided under existing, noncancellable contracts\nwith minimum purchase commitments. At April 26, 2024, the estimated revenue expected to be recognized in future periods related to unsatisfied\nperformance obligations for executed contracts with an original duration of one year or more was approximately $0.5 billion. The Company expects\nto recognize revenue on the majority of these remaining performance obligations over the next two years.\n3. Acquisitions and Dispositions\nAcquisition Activity\nThe Company had acquisitions during fiscal years 2024 and 2023 that were accounted for as business combinations. The assets and liabilities of the\nbusinesses acquired were recorded and consolidated on the acquisition date at their respective fair values. Goodwill resulting from business\ncombinations is largely attributable to future, yet to be defined technologies, new customer relationships, existing workforce of the acquired\nbusinesses, and synergies expected to arise after the Company's acquisition of these businesses. The results of operations of acquired businesses\nhave been included in the Company’s consolidated statements of income since the date each business was acquired. The results of operations of\nacquired businesses and the pro forma impact of the acquisitions during fiscal years 2024 and 2023 was not significant, either individually or in the\naggregate, to the consolidated results of the Company. Purchase price allocation adjustments for fiscal years 2024 and 2023 business combinations\nwere not significant.\nFiscal Year 2024\nThe acquisition date fair value of net assets acquired during the fiscal year ended April 26, 2024 was $335 million. Based on preliminary valuations,\nassets acquired were primarily comprised of $131 million of goodwill, $150 million of IPR&D, and $29 million of technology-based intangible\nassets with estimated useful lives of 10 years. For tax purposes, $51 million of goodwill is deductible while $80 million is not deductible. The\nCompany recognized $30 million of non-cash contingent consideration liabilities in connection with these business combinations during the fiscal\nyear ended April 26, 2024, which are comprised of revenue and product development milestone-based payments.\nFiscal Year 2023\nIntersect ENT\nOn May 13, 2022, the Company acquired Intersect ENT, a global ear, nose, and throat (ENT) medical technology leader. The acquisition expands\nthe Neuroscience segment portfolio of products used during ENT procedures, and combined with the Company's navigation, powered instruments,\nand existing tissue health products, offers a broader suite of solutions to assist surgeons treating patients who suffer from chronic rhinosinusitis\n(CRS). Total consideration, net of cash acquired, for the transaction, in which the Company acquired all outstanding shares of Intersect ENT for\n$28.25 per share, was $1.2 billion consisting of $1.1 billion of cash and $98 million previously held investments in Intersect ENT. The Company\nacquired $615  million of goodwill, $635  million of technology-based intangible assets, $35  million of customer-related intangible assets, and\n$13 million of tradenames with estimated useful lives of 20 years. The goodwill is not deductible for tax purposes. Revenue and net loss attributable\nto Intersect ENT since the date of acquisition as well as costs incurred in connection with the acquisition included in the consolidated statements of\nincome were not significant for fiscal year 2023.\nAffera, Inc.\nOn August 30, 2022, the Company acquired Affera, Inc. (Affera) a privately-held company focused on the development of cardiac mapping and\nnavigation systems and catheter-based cardiac ablation technologies. The acquisition expands the Cardiovascular segment suite of advanced cardiac\nablation products and accessories, including its first cardiac mapping and navigation platform. Total consideration, net of cash acquired for the\ntransaction, was $904 million. The Company acquired $660 million of goodwill and $300 million of IPR&D, which was capitalized into intangible\nassets during the fourth quarter of fiscal year 2023. The goodwill is not deductible for tax purposes. The Company recognized $201 million of non-\ncash contingent consideration liabilities in connection with the acquisition, which are comprised of product development milestone-based payments.\nRevenue and net loss attributable to Affera since the date of acquisition as well as costs incurred in connection with the acquisition included in the\nconsolidated statements of income were not significant for fiscal year 2023.\n63\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nThe acquisition date fair values of the assets acquired and liabilities assumed were as follows:\n(in millions)\nIntersect ENT\nAffera\nCash and cash equivalents\n$\n39  $\n66 \nInventory\n32 \n— \nGoodwill\n615 \n660 \nOther intangible assets\n683 \n300 \nOther assets\n40 \n1 \nTotal assets acquired\n1,408 \n1,027 \n \nCurrent liabilities\n63 \n2 \nDeferred tax liabilities\n51 \n53 \nOther liabilities\n18 \n1 \nTotal liabilities assumed\n131 \n56 \nNet assets acquired\n$\n1,277  $\n970 \nOther Acquisitions\nFor acquisitions, other than Intersect ENT and Affera, the acquisition date fair value of net assets acquired during fiscal year 2023 was $123 million.\nAssets acquired were primarily comprised of $66 million of goodwill and $57 million of technology-based intangible assets with estimated useful\nlives of 16 years. The goodwill is deductible for tax purposes. The Company recognized $73 million of non-cash contingent consideration liabilities\nin connection with these acquisitions during fiscal year 2023, which are comprised of revenue and product development milestone-based payments.\nDisposal Activity\nVentilator Product Line Exit\nOn February 20, 2024, the Company announced the decision to exit its ventilator product line and retain and combine the remaining Patient\nMonitoring and Respiratory Interventions (PMRI) businesses into one business unit called Acute Care and Monitoring (ACM). In connection with\nthis decision, the Company recorded pre-tax charges of $439 million, including $369 million recognized within other operating expense (income),\nnet and $70  million recognized in cost of products sold in the consolidated statements of income in fiscal year 2024. The charges included\n$371 million of non-cash impairments and write-downs primarily related to $295 million of long-lived intangible asset impairments and $70 million\nof inventory-write downs. The other charges primarily related to contract cancellation costs and severance. The Company will continue to honor\nexisting ventilator contracts to serve the needs of its customers and their patients.\nRenal Care Solutions (RCS) Disposition\nOn May 25, 2022, the Company and DaVita Inc. (DaVita) entered into a definitive agreement for the Company to sell half of its RCS business, and\non April 1, 2023, completed the transaction. This sale is part of an agreement between Medtronic and DaVita to form a new, independent kidney\ncare-focused medical device company (“Mozarc Medical” or \"Mozarc\") with equal equity ownership. At closing, the Company received $45 million\ncash consideration, recorded non-cash contingent consideration receivables valued at $195  million, made an additional cash investment of\n$224 million, and retained a 50% non-controlling equity interest in Mozarc valued at $307 million. For the contingent consideration receivables, the\nmaximum consideration the Company could receive in the future is $300  million based on the achievement of certain milestones, as further\ndescribed below. The Company recorded non-cash pre-tax charges of $136 million in fiscal year 2023, primarily related to impairment of goodwill\nand changes in the carrying amount of the disposal group, recognized in other operating expense (income), net in the consolidated statements of\nincome. Refer to Note 9 to the consolidated financial statements for additional information on the goodwill impairment. Refer to Note 5 to the\nconsolidated financial statements for additional information on the Company’s retained 50% equity investment in Mozarc as a result of this\ntransaction.\nThe Company determined that the sale of the RCS business did not meet the criteria to be classified as discontinued operations.\n64\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nMechanical Circulatory Support (MCS) Business Exit\nIn June 2021, the Company announced the decision to stop the distribution and sale of the Medtronic HVAD System. In connection with this\ndecision, the Company recorded pre-tax charges of $881 million, including $58 million recognized in costs of products sold and $823 million\nrecognized within other operating expense (income), net in the consolidated statement of income in fiscal year 2022. The charges included\n$515  million of non-cash impairments and write-downs primarily related to $409  million of intangible asset impairments and $58  million of\ninventory write-downs. The Company also recorded charges of $366 million for commitments and obligations associated with the decision, which\nincluded charges for patient support obligations, restructuring, and other associated costs.\nContingent Consideration\nCertain of the Company’s business combinations involve potential payment of future consideration that is contingent upon the achievement of\ncertain product development milestones and/or contingent on the acquired business reaching certain performance milestones. A liability is recorded\nfor the estimated fair value of the contingent consideration on the acquisition date. The fair value of the contingent consideration is remeasured at\neach reporting period, and the change in fair value is recognized within other operating expense (income), net in the consolidated statements of\nincome.\nThe fair value of contingent consideration liabilities at April 26, 2024 and April 28, 2023 was $149 million and $206 million, respectively. At\nApril 26, 2024, $96 million was recorded in other accrued expenses, and $53 million was recorded in other liabilities on the consolidated balance\nsheets. At April  28, 2023, $34 million was reflected in other accrued expenses, and $171 million was reflected in other liabilities on the\nconsolidated balance sheets.\nThe following table provides a reconciliation of the beginning and ending balances of contingent consideration liabilities:\n \nFiscal Year\n(in millions)\n2024\n2023\nBeginning Balance\n$\n206 \n$\n119 \nPurchase price contingent consideration\n30 \n274 \nPayments\n(104)\n(154)\nChange in fair value\n18 \n(24)\nDivestiture-related and other\n— \n(8)\nEnding Balance\n$\n149 \n$\n206 \nThe recurring Level 3 fair value measurements of contingent consideration for which a liability is recorded include the following significant\nunobservable inputs:\n(in millions)\nFair Value at\nApril 26, 2024\nUnobservable Input\nRange\nWeighted Average\nRevenue and other performance-based payments\n$\n80 \nDiscount rate\n16.5% - 28.2%\n20.3%\nProjected fiscal year of payment\n2025 - 2030\n2027\nProduct development and other milestone-based\npayments\n$\n69 \nDiscount rate\n5.5% - 5.5%\n5.5%\nProjected fiscal year of payment\n2025 - 2027\n2026\n(1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. For projected fiscal year of payment, the amount represents\nthe median of the inputs and is not a weighted average.\n(1)\n65\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nIn connection with the sale of our RCS business as further discussed above, the Company may be entitled to receive additional consideration based\non the achievement of certain revenue, regulatory, and profitability milestones, with potential payouts starting in fiscal year 2025 through 2029. The\nfair value of the contingent consideration receivable at April 26, 2024 and April 28, 2023 was $58 million and $195 million, respectively, and was\nrecorded in other assets in the consolidated balance sheet.\nThe following table provides a reconciliation of the beginning and ending balances of the Level 3 measurement of contingent consideration\nreceivable:\nFiscal Year\n(in millions)\n2024\n2023\nBeginning balance\n$\n195  $\n— \nPurchase price contingent consideration\n— \n195 \nChange in fair value\n(138)\n— \nEnding balance\n$\n58  $\n195 \n4. Restructuring Charges\nIn fiscal year 2024, the Company incurred $389 million of restructuring and associated costs primarily related to employee termination benefits and\nfacility consolidations to support cost reduction initiatives. In fiscal years 2023 and 2022, restructuring costs primarily related to Enterprise\nExcellence and Simplification restructuring programs, both of which were substantially completed as of the end fiscal year 2023. Enterprise\nExcellence was designed to leverage the Company’s global size and scale to focus on global operations, and functional and commercial\noptimization, and had total cumulative pre-tax charges of $1.8 billion. Simplification was designed to focus the organization on accelerating\ninnovation, enhancing customer experience, driving revenue growth and winning market share, and had total cumulative pre-tax charges of $0.5\nbillion. In addition, in the fourth quarter of fiscal year 2023, the Company incurred $0.3 billion of restructuring charges primarily related to\nemployee termination benefits to support cost reduction initiatives. These charges were incremental to charges incurred under our Enterprise\nExcellence and Simplification programs noted above.\nEmployee-related costs primarily consist of termination benefits provided to employees who have been involuntarily terminated and voluntary early\nretirement benefits in fiscal year 2023. Associated costs primarily include salaries and wages of employees that are fully-dedicated to restructuring\nprograms, consulting fees, and asset write-offs.\nThe following table presents the classification of restructuring costs in the consolidated statements of income:\nFiscal year\n(in millions)\n2024\n2023\n2022\nCost of products sold\n$\n55 \n$\n97 \n$\n117 \nSelling, general, and administrative expenses\n108 \n173 \n158 \nRestructuring charges, net\n226 \n375 \n60 \nTotal restructuring and associated costs\n$\n389 \n$\n647 \n$\n335 \n(1) In fiscal year 2023, restructuring charges, net included $94 million of incremental defined benefit, defined contribution, and post-retirement related expenses for\nemployees that accepted voluntary early retirement packages.\n(1)\n66\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nThe following table summarizes the activity related to restructuring programs for fiscal years 2024 and 2023:\n(in millions)\nEmployee\nTermination\nBenefits\nAssociated and\nOther Costs\nTotal\nApril 29, 2022\n$\n81 \n$\n28 \n$\n110 \nCharges\n285 \n279 \n564 \nCash payments\n(150)\n(281)\n(433)\nAccrual adjustments\n(11)\n(1)\n(12)\nApril 28, 2023\n204 \n25 \n230 \nCharges\n233 \n163 \n396 \nCash payments\n(292)\n(161)\n(453)\nSettled non-cash\n— \n(16)\n(16)\nAccrual adjustments\n(8)\n— \n(8)\nApril 26, 2024\n$\n136 \n$\n11 \n$\n147 \n(1)\nIn fiscal year 2023, restructuring charges, net included $94 million of incremental defined benefit, defined contribution, and post-retirement related expenses\nfor employees that accepted voluntary early retirement packages. These costs are not included in the table summarizing restructuring charges above, as they are\nassociated with costs that are accounted for under the pension and post-retirement rules.\n(2)\nAccrual adjustments relate to certain employees identified for termination finding other positions within the Company or contract terminations being settled for\nless than originally estimated.\n5. Financial Instruments\nDebt Securities\nThe Company holds investments in marketable debt securities that are classified and accounted for as available-for-sale and are remeasured on a\nrecurring basis. The following tables summarize the Company's investments in available-for-sale debt securities by significant investment category\nand the related consolidated balance sheet classification at April 26, 2024 and April 28, 2023:\nApril 26, 2024\nValuation\nBalance Sheet Classification\n(in millions)\nCost\nUnrealized\nGains\nUnrealized\nLosses\nFair Value\nInvestments\nOther Assets\nLevel 1:\nU.S. government and agency securities\n$\n494 \n$\n— \n$\n(22)\n$\n472 \n$\n472 \n$\n— \nLevel 2:\nCorporate debt securities\n3,953 \n4 \n(125)\n3,832 \n3,832 \n— \nU.S. government and agency securities\n847 \n— \n(43)\n804 \n804 \n— \nMortgage-backed securities\n692 \n1 \n(50)\n643 \n643 \n— \nNon-U.S. government and agency securities\n5 \n— \n— \n5 \n5 \n— \nOther asset-backed securities\n941 \n2 \n(9)\n934 \n934 \n— \nTotal Level 2\n6,438 \n7 \n(227)\n6,218 \n6,218 \n— \nLevel 3:\nAuction rate securities\n36 \n— \n(3)\n33 \n— \n33 \nTotal available-for-sale debt securities\n$\n6,968 \n$\n7 \n$\n(252)\n$\n6,723 \n$\n6,690 \n$\n33 \n(1)\n(2)\n(2)\n67\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nApril 28, 2023\nValuation\nBalance Sheet Classification\n(in millions)\nCost\nUnrealized\nGains\nUnrealized\nLosses\nFair Value\nInvestments\nOther Assets\nLevel 1:\nU.S. government and agency securities\n$\n527 \n$\n— \n$\n(22)\n$\n505 \n$\n505 \n$\n— \nLevel 2:\nCorporate debt securities\n4,140 \n6 \n(162)\n3,984 \n3,984 \n— \nU.S. government and agency securities\n879 \n— \n(45)\n834 \n834 \n— \nMortgage-backed securities\n560 \n— \n(54)\n506 \n506 \n— \nNon-U.S. government and agency securities\n15 \n— \n— \n15 \n15 \n— \nCertificates of deposit\n10 \n— \n— \n10 \n10 \nOther asset-backed securities\n580 \n— \n(19)\n561 \n561 \n— \nTotal Level 2\n6,185 \n6 \n(281)\n5,911 \n5,911 \n— \nLevel 3:\nAuction rate securities\n36 \n— \n(3)\n33 \n— \n33 \nTotal available-for-sale debt securities\n$\n6,748 \n$\n6 \n$\n(305)\n$\n6,449 \n$\n6,416 \n$\n33 \nThe amortized cost of debt securities excludes accrued interest, which is reported in other current assets in the consolidated balance sheets.\nThe following tables present the gross unrealized losses and fair values of the Company’s available-for-sale debt securities that have been in a\ncontinuous unrealized loss position deemed to be temporary, aggregated by investment category at April 26, 2024 and April 28, 2023:\n \nApril 26, 2024\n \nLess than 12 months\nMore than 12 months\n(in millions)\nFair Value\nUnrealized\nLosses\nFair Value\nUnrealized\nLosses\nCorporate debt securities\n$\n661 \n$\n(10)\n$\n2,448 \n$\n(116)\nU.S. government and agency securities\n177 \n(4)\n730 \n(61)\nMortgage-backed securities\n— \n— \n582 \n(50)\nOther asset-backed securities\n— \n— \n502 \n(9)\nAuction rate securities\n— \n— \n33 \n(3)\nTotal\n$\n838 \n$\n(14)\n$\n4,296 \n$\n(238)\n \nApril 28, 2023\n \nLess than 12 months\nMore than 12 months\n(in millions)\nFair Value\nUnrealized\nLosses\nFair Value\nUnrealized\nLosses\nCorporate debt securities\n$\n286 \n$\n(4)\n$\n2,901 \n$\n(158)\nU.S. government and agency securities\n89 \n(3)\n821 \n(64)\nMortgage-backed securities\n26 \n(1)\n460 \n(53)\nOther asset-backed securities\n— \n— \n545 \n(19)\nAuction rate securities\n— \n— \n33 \n(3)\nTotal\n$\n401 \n$\n(8)\n$\n4,760 \n$\n(297)\nThe Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a\nreclassification of levels for certain securities within the fair value hierarchy. There were no transfers into or out of Level 3 during the fiscal years\nended April 26, 2024 and April 28, 2023. When a determination is made to classify an asset or liability within Level 3, the determination is based\nupon the significance of the unobservable inputs to the overall fair value measurement.\n68\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nActivity related to the Company’s available-for-sale debt securities portfolio is as follows:\n(in millions)\nApril 26, 2024\nApril 28, 2023\nApril 29, 2022\nProceeds from sales\n$\n7,359 \n$\n7,321 \n$\n9,611 \nGross realized gains\n24 \n10 \n15 \nGross realized losses\n(26)\n(43)\n(18)\nThe contractual maturities of available-for-sale debt securities at April 26, 2024 are shown in the following table. Within the table, maturities of\nmortgage-backed securities have been allocated based upon timing of estimated cash flows assuming no change in the current interest rate\nenvironment. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations\nwithout prepayment penalties.\n(in millions)\nAmortized Cost\nFair Value\nDue in one year or less\n$\n1,548  $\n1,534 \nDue after one year through five years\n3,644 \n3,479 \nDue after five years through ten years\n758 \n744 \nDue after ten years\n1,019 \n967 \nTotal\n$\n6,968  $\n6,723 \nInterest income is recognized in other non-operating income, net, in the consolidated statements of income. For fiscal years 2024, 2023, and 2022\nthere was $597 million, $386 million, and $186 million of interest income, respectively.\nEquity Securities, Equity Method Investments, and Other Investments\nThe Company holds investments in equity securities with readily determinable fair values, equity method investments for which the Company has\nelected the fair value option, equity investments without readily determinable fair values, investments accounted for under the equity method, and\nother investments. Equity securities with readily determinable fair values are included in Level 1 of the fair value hierarchy, as they are measured\nusing quoted market prices. Equity method investments for which the Company has elected the fair value option are included within Level 3 of the\nfair value hierarchy due to the use of significant unobservable inputs to determine fair value. To determine the fair value of these investments, the\nCompany uses a discounted cash flow methodology, taking into consideration various assumptions including discount rate, and all pertinent\nfinancial information available related to the investees, including the timing of anticipated product launches, historical financial results, and\nprojections of future cash flows. Equity investments that do not have readily determinable fair values, and that are not accounted for via the fair\nvalue option, are included within Level 3 of the fair value hierarchy, as they are measured using the measurement alternative at cost minus\nimpairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of\nthe same issuer.\nThe following table summarizes the Company's equity and other investments at April 26, 2024 and April 28, 2023, which are classified as primarily\nother assets in the consolidated balance sheets:\n(in millions)\nApril 26, 2024\nApril 28, 2023\nInvestments with readily determinable fair value (marketable equity securities)\n$\n28 \n$\n115 \nInvestments for which the fair value option has been elected\n311 \n531 \nInvestments without readily determinable fair values\n859 \n872 \nEquity method and other investments\n84 \n89 \nTotal equity and other investments\n$\n1,282 \n$\n1,607 \nGains and losses on the Company's portfolio of equity and other investments are recognized in other non-operating income, net in the consolidated\nstatements of income. During the fiscal year ended April 26, 2024, there were $291 million of net unrealized losses on equity securities and other\ninvestments still held at April 26, 2024. During the fiscal year ended April 28, 2023, there were $56 million of net unrealized gains on equity\nsecurities and other investments still held at April 28, 2023.\n69\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nMozarc Medical Investment\nAs further described in Note 3, on April 1, 2023 the Company sold half of its RCS business to Mozarc, and as a result of the transaction the\nCompany retained a 50% equity interest in Mozarc. Although the equity investment provides the Company with the ability to exercise significant\ninfluence over Mozarc, the Company has elected the fair value option to account for this equity investment. The Company believes the fair value\noption best reflects the economics of the underlying transaction.\nUnder the fair value option, changes in the fair value of the investment are recognized through earnings each reporting period in other non-operating\nincome, net in the consolidated statements of income. During the fiscal year ended April 26, 2024, the Company recognized a loss of $220 million,\nprimarily driven by the timing of anticipated product launches, historical financial results, and projections of future cash flows.\nThe following table provides a reconciliation of the beginning and ending balances of the Mozarc investment for which the fair value option has\nbeen elected:\nFiscal Year\n(in millions)\n2024\n2023\nBeginning Balance\n$\n531 \n$\n— \nInitial valuation\n— \n307 \nAdditional cash investment\n— \n224 \nChange in fair value\n(220)\n— \nEnding Balance\n$\n311 \n$\n531 \n6. Financing Arrangements\nCurrent debt obligations consisted of the following:\n(in millions)\nApril 26, 2024\nApril 28, 2023\nBank borrowings\n$\n13 \n$\n13 \nFinance lease obligations\n6 \n7 \nCommercial Paper\n1,073 \n— \nCurrent debt obligations\n$\n1,092 \n$\n20 \nCommercial Paper On January 26, 2015, Medtronic Global Holdings S.C.A. (Medtronic Luxco), an entity organized under the laws of\nLuxembourg, entered into various agreements pursuant to which Medtronic Luxco may issue United States Dollar-denominated unsecured\ncommercial paper notes (the 2015 CP Program) on a private placement basis, and on January 31, 2020 Medtronic Luxco entered into various\nagreements pursuant to which Medtronic Luxco may issue Euro-denominated unsecured commercial paper notes (the 2020 CP Program) on a\nprivate placement basis. The maximum aggregate amount outstanding at any time under the 2015 CP Program and the 2020 CP Program together\nmay not exceed the equivalent of $3.5 billion. The Company and Medtronic, Inc. have guaranteed the obligations of Medtronic Luxco under the\n2015 CP Program and the 2020 CP Program.\nThere was $1.1 billion commercial paper outstanding at April 26, 2024. During fiscal year 2024, the weighted average original maturity of the\ncommercial paper outstanding was approximately 20 days and the weighted average interest rate was 5.45 percent. There was no commercial paper\noutstanding at April  28, 2023. During fiscal year 2023, the weighted average original maturity of the commercial paper outstanding was\napproximately 22 days and the weighted average interest rate was 4.34 percent. The issuance of commercial paper reduces the amount of credit\navailable under the Company's existing credit facility, defined below.\nLine of Credit On December 12, 2023, Medtronic Luxco, as borrower, entered into an amendment to its amended and restated credit agreement\n(Credit Facility), by and among Medtronic, Medtronic, Inc., Medtronic Luxco, the lenders from time to time party thereto, and Bank of America,\nN.A., as administrative agent and issuing bank, extending the maturity date of the Credit Facility to December 2028.\nThe Credit Facility provides for a $3.5 billion five-year unsecured revolving credit facility (Credit Facility). At each anniversary date of the Credit\nFacility, we can request a one-year extension of the maturity date. The Credit Facility provides the Company with the ability to increase its\nborrowing capacity by an additional $1.0 billion at any time during the term of the agreement. The Company and Medtronic, Inc. have guaranteed\nthe obligations of the borrowers under the Credit Facility, and Medtronic Luxco will also guarantee the obligations of any designated borrower. The\nCredit Facility includes a multi-currency borrowing feature for certain specified foreign currencies. At April  26, 2024 and April  28, 2023, no\namounts were outstanding under the Credit Facility.\n70\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nInterest rates on advances on the Credit Facility are determined by a pricing matrix based on the Company’s long-term debt ratings, assigned by\nStandard & Poor’s Ratings Services and Moody’s Investors Service. Facility fees are payable on the Credit Facility and are determined in the same\nmanner as the interest rates. The Company is in compliance with all covenants related to the Credit Facility.\nThe Company's long-term debt obligations consisted of the following:\n \n \nApril 26, 2024\nApril 28, 2023\n(in millions, except interest rates)\nMaturity by Fiscal\nYear\nAmount\nEffective Interest\nRate\nAmount\nEffective Interest\nRate\n0.250 percent six-year 2019 senior notes\n2026\n1,070 \n0.44 \n1,097 \n0.44 \n2.625 percent three-year 2022 senior notes\n2026\n535 \n2.86 \n549 \n2.86 \n0.000 percent five-year 2020 senior notes\n2026\n1,070 \n0.23 \n1,097 \n0.23 \n1.125 percent eight-year 2019 senior notes\n2027\n1,606 \n1.25 \n1,646 \n1.25 \n4.250 percent five-year 2023 senior notes\n2028\n1,000 \n4.42 \n1,000 \n4.42 \n3.000 percent six-year 2022 senior notes\n2029\n1,070 \n3.10 \n1,097 \n3.09 \n0.375 percent eight-year 2020 senior notes\n2029\n1,070 \n0.51 \n1,097 \n0.51 \n1.625 percent twelve-year 2019 senior notes\n2031\n1,070 \n1.75 \n1,097 \n1.75 \n1.000 percent twelve-year 2019 senior notes\n2032\n1,070 \n1.06 \n1,097 \n1.06 \n3.125 percent nine-year 2022 senior notes\n2032\n1,070 \n3.25 \n1,097 \n3.25 \n0.750 percent twelve-year 2020 senior notes\n2033\n1,070 \n0.81 \n1,097 \n0.81 \n4.500 percent ten-year 2023 senior notes\n2033\n1,000 \n4.62 \n1,000 \n4.62 \n3.375 percent twelve-year 2022 senior notes\n2035\n1,070 \n3.44 \n1,097 \n3.44 \n4.375 percent twenty-year 2015 senior notes\n2035\n1,932 \n4.47 \n1,932 \n4.47 \n6.550 percent thirty-year 2007 CIFSA senior notes\n2038\n253 \n4.67 \n253 \n4.67 \n2.250 percent twenty-year 2019 senior notes\n2039\n1,070 \n2.34 \n1,097 \n2.34 \n6.500 percent thirty-year 2009 senior notes\n2039\n158 \n6.56 \n158 \n6.56 \n1.500 percent twenty-year 2019 senior notes\n2040\n1,070 \n1.58 \n1,097 \n1.58 \n5.550 percent thirty-year 2010 senior notes\n2040\n224 \n5.58 \n224 \n5.58 \n1.375 percent twenty-year 2020 senior notes\n2041\n1,070 \n1.46 \n1,097 \n1.46 \n4.500 percent thirty-year 2012 senior notes\n2042\n105 \n4.54 \n105 \n4.54 \n4.000 percent thirty-year 2013 senior notes\n2043\n305 \n4.09 \n305 \n4.09 \n4.625 percent thirty-year 2014 senior notes\n2044\n127 \n4.67 \n127 \n4.67 \n4.625 percent thirty-year 2015 senior notes\n2045\n1,813 \n4.69 \n1,813 \n4.69 \n1.750 percent thirty-year 2019 senior notes\n2050\n1,070 \n1.87 \n1,097 \n1.87 \n1.625 percent thirty-year 2020 senior notes\n2051\n1,070 \n1.75 \n1,097 \n1.75 \nFinance lease obligations\n2026-2036\n55 \n10.17 \n57 \n9.91 \nDebt discount, net\n2026-2051\n(55)\n— \n(64)\n— \nDeferred financing costs\n2026-2051\n(110)\n— \n(124)\n— \nLong-term debt\n \n$\n23,932 \n$\n24,344 \nSenior Notes The Company has outstanding unsecured senior obligations, described as senior notes in the tables above (collectively, the Senior\nNotes). The Senior Notes rank equally with all other unsecured and unsubordinated indebtedness of the Company. The Company is in compliance\nwith all covenants related to the Senior Notes.\nIn September 2022, Medtronic Luxco issued four tranches of Euro-denominated Senior Notes with an aggregate principal of €3.5 billion, with\nmaturities ranging from fiscal year 2026 to 2035, resulting in cash proceeds of approximately $3.4 billion, net of discounts and issuance costs. The\nCompany used the net proceeds to repay at maturity €750 million of Medtronic Luxco Senior Notes for $772 million of total consideration in\nDecember 2022 and €2.8 billion of Medtronic Luxco Senior Notes for $2.9 billion of total consideration in March 2023.\n71\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nIn March 2023, Medtronic Luxco issued two tranches of USD-denominated Senior Notes with an aggregate principal of $2.0 billion, with maturities\nranging from fiscal year 2028 to 2033, resulting in cash proceeds of approximately $2.0 billion, net of discounts and issuance costs. The Company\nused the net proceeds supplemented by additional cash to repay the ¥297 billion Fiscal 2023 Loan Agreement discussed below for $2.3 billion of\ntotal consideration.\nSubsequent to year-end, on June 3, 2024, Medtronic Inc. issued four tranches of EUR-denominated Senior Notes with an aggregate principal of\n€3.0 billion, with maturities ranging from fiscal year 2030 to 2054, resulting in cash proceeds of approximately $3.2 billion, net of discounts and\nissuance costs. In anticipation of the Euro-denominated debt issuance, the Company entered into forward currency exchange rate contracts to\nmanage the exposure to exchange rate movements. These contracts were settled in conjunction with the issuance of the June 2024 Notes.\nThe Euro-denominated debt issued in September 2022 is designated as a net investment hedge of certain of the Company's European operations.\nRefer to Note 7 for additional information regarding the net investment hedge.\nTerm Loan Agreements In May 2022, Medtronic Luxco entered into a term loan agreement (Fiscal 2023 Loan Agreement) by and among\nMedtronic Luxco, Medtronic plc, Medtronic, Inc., and Mizuho Bank, Ltd. as administrative agent and as lender. The Fiscal 2023 Loan Agreement\nprovides an unsecured term loan in an aggregate principal amount of up to ¥300 billion with a term of 364 days. Borrowings under the Fiscal 2023\nLoan Agreement bear interest at the TIBOR Rate (as defined in the Fiscal 2023 Loan Agreement) plus a margin of 0.40% per annum. Medtronic plc\nand Medtronic, Inc. guaranteed the obligations of Medtronic Luxco under the Fiscal 2023 Loan Agreement. In May and June 2022, Medtronic\nLuxco borrowed an aggregate of ¥297 billion, or approximately $2.3 billion, of the term loan, under the Fiscal 2023 Loan Agreement. The Company\nused the net proceeds of the borrowings to fund the early redemption of $1.9  billion of Medtronic Inc.'s 3.500% Senior Notes due 2025 for\n$1.9 billion of total consideration, and $368 million of Medtronic Luxco's 3.350% Senior Notes due 2027 for $376 million of total consideration.\nThe Company recognized a total loss on debt extinguishment of $53 million within interest expense, net in the consolidated statements of income\nduring fiscal year 2023, which primarily includes cash premiums and accelerated amortization of deferred financing costs and debt discounts and\npremiums. During the fourth quarter of fiscal year 2023, the Company repaid the term loan in full, including interest.\nContractual maturities of debt for the next five fiscal years and thereafter, excluding deferred financing costs and debt discount, net, are as follows:\n(in millions)\n2025\n$\n1,092 \n2026\n2,684 \n2027\n1,612 \n2028\n1,006 \n2029\n2,146 \nThereafter\n16,649 \nTotal\n$\n25,189 \nFor fiscal years 2024, 2023, and 2022, there was $916 million, $743 million, and $553 million of interest expense on outstanding borrowings,\nincluding amortization of debt issuance costs and debt discounts and premiums, and charges recognized in connection with the early redemption of\nsenior notes, recognized in interest expense, net in the consolidated statements of income.\nFinancial Instruments Not Measured at Fair Value\nAt April 26, 2024, the estimated fair value of the Company’s Senior Notes was $21.2 billion compared to a principal value of $24.0 billion. At\nApril 28, 2023, the estimated fair value was $21.7 billion compared to a principal value of $24.5 billion. The fair value was estimated using quoted\nmarket prices for the publicly registered Senior Notes, which are classified as Level 2 within the fair value hierarchy. The fair values and principal\nvalues consider the terms of the related debt and exclude the impacts of debt discounts and hedging activity.\n7. Derivatives and Currency Exchange Risk Management\nThe Company uses derivative instruments and foreign currency denominated debt to manage the impact that currency exchange rate and interest rate\nchanges have on reported financial statements. The Company does not enter into derivative contracts for speculative purposes.\n72\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nCash Flow Hedges\nThe Company uses foreign currency forward and option contracts designated as cash flow hedges to manage its exposure to the variability of future\ncash flows that are denominated in a foreign currency.\nAt inception, foreign currency forward and option contracts are designated as a cash flow hedge. Changes in the fair value of these derivatives are\nreported as a component of accumulated other comprehensive loss until the hedged transaction affects earnings. When the hedged transaction affects\nearnings, the gain or loss on the derivative is reclassified to earnings. Amounts excluded from the measurement of hedge effectiveness are\nrecognized in earnings on a straight-line basis over the term of the hedge. Cash flows are reported as operating activities in the consolidated\nstatements of cash flows.\nThe Company's cash flow hedges will mature within the subsequent three-year period. At April 26, 2024 and April 28, 2023, the Company had $229\nmillion and $93 million in after-tax unrealized gains, respectively, associated with cash flow hedging instruments recorded in accumulated other\ncomprehensive loss. The Company expects that $158 million of after-tax net unrealized gains at April  26, 2024 will be recognized in the\nconsolidated statements of income over the next 12 months.\nNet Investment Hedges\nThe Company uses derivative instruments and foreign currency denominated debt to manage foreign currency risk associated with its net investment\nin foreign operations. The derivative instruments that the Company uses for this purpose may include foreign currency forward exchange contracts\nused on a standalone basis or in combination with option collars and standalone cross currency interest rate contracts.\nFor instruments that are designated as net investment hedges, the gains or losses are reported as a component of accumulated other comprehensive\nloss. The gains or losses are reclassified into earnings upon a liquidation event or deconsolidation of the foreign subsidiary. Amounts excluded from\nthe assessment of effectiveness are recognized in interest expense, net on a straight-line basis over the term of the hedge. During the twelve months\nended April 26, 2024 and April 28, 2023, the Company recognized $197 million and $107 million, respectively, of after-tax unrealized gains related\nto excluded components in interest expense, net. The cash flows related to the Company’s derivative instruments designated as net investment\nhedges are reported as investing activities in the consolidated statements of cash flows. Cash flows attributable to amounts excluded from the\nassessment of effectiveness are reported as operating activities in the consolidated statements of cash flows.\nUndesignated Derivatives\nThe Company uses foreign currency forward exchange contracts to offset the Company’s exposure to the change in the value of non-functional\ncurrency denominated assets, liabilities, and cash flows.\nThese foreign currency forward exchange rate contracts are not designated as hedges at inception, and therefore, changes in the fair value of these\ncontracts are recognized in the consolidated statements of income. Cash flows related to the Company’s undesignated derivative contracts are\nreported in the consolidated statements of cash flows based on the nature of the derivative instrument.\nOutstanding Instruments\nThe following table presents the contractual amounts of the Company's outstanding instruments:\nAs of\n(in billions)\nDesignation\nApril 26, 2024\nApril 28, 2023\nCurrency exchange rate contracts\nCash flow hedge\n$\n10.4  $\n9.1 \nCurrency exchange rate contracts\nNet investment hedge\n7.4 \n7.2 \nForeign currency-denominated debt\nNet investment hedge\n17.1 \n17.6 \nCurrency exchange rate contracts\nUndesignated\n5.9 \n5.8 \n(1)\nAt April 26, 2024, includes derivative contracts with a notional value of €5.0 billion, or $5.4 billion, designated as hedges of a portion of our net investment in\ncertain European operations and derivative contracts with a notional value of ¥322 billion, or $2.1 billion, designated as hedges of a portion of our net\ninvestment in certain Japanese operations. These derivative contracts mature in fiscal years 2025 through 2033.\n(2)\nAt April 26, 2024, includes €16.0 billion, or $17.1 billion, of outstanding Euro-denominated debt designated as hedges of a portion our net investment in\nforeign operations. This debt matures in fiscal years 2026 through 2051.\n(1)\n(2)\n73\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nGains and Losses on Hedging Instruments and Derivatives not Designated as Hedging Instruments\nThe amount of the gains and losses on hedging instruments and the classification of those gains and losses within our consolidated financial\nstatements for fiscal years 2024, 2023, and 2022 were as follows:\n(Gain) Loss Recognized in Accumulated\nOther Comprehensive Income\n(Gain) Loss Reclassified into Income\nFiscal Year\nFiscal Year\nLocation of (Gain) Loss in Income\nStatement\n(in millions)\n2024\n2023\n2022\n2024\n2023\n2022\nCash flow hedges\nCurrency exchange rate contracts\n$\n(416) $\n(161) $\n(953) $\n(312) $\n(703) $\n(144)\nOther operating expense\n(income), net\nCurrency exchange rate contracts\n(124)\n(79)\n18 \n(57)\n(3)\n61  Cost of products sold\nNet investment hedges\nForeign currency-denominated debt\n(431)\n524 \n(2,299)\n— \n— \n—  N/A\nCurrency exchange rate contracts\n(202)\n73 \n— \n— \n— \n—  N/A\nTotal\n$\n(1,173) $\n356  $\n(3,234) $\n(369) $\n(706) $\n(83)\nThe amount of the gains and losses on our derivative instruments not designated as hedging instruments and the classification of those gains and\nlosses within our consolidated financial statements for fiscal years 2024, 2023, and 2022 were as follows:\n(Gain) Loss Recognized in Income\nFiscal Year\nLocation of (Gain) Loss in Income Statement\n(in millions)\n2024\n2023\n2022\nCurrency exchange rate contracts\n$\n136  $\n31  $\n(54) Other operating expense (income), net\nBalance Sheet Presentation\nThe following tables summarize the balance sheet classification and fair value of derivative instruments included in the consolidated balance sheets\nat April  26, 2024 and April  28, 2023. The fair value amounts are presented on a gross basis and are segregated between derivatives that are\ndesignated and qualify as hedging instruments and those that are not designated and do not qualify as hedging instruments, and are further\nsegregated by type of contract within those two categories.\n \nFair Value - Assets\nFair Value - Liabilities\n(in millions)\nApril 26,\n2024\nApril 28,\n2023\nBalance Sheet\nClassification\nApril 26,\n2024\nApril 28,\n2023\nBalance Sheet Classification\nDerivatives designated as hedging instruments\n \n \nCurrency exchange rate contracts\n$\n368  $\n318  Other current assets\n$\n37  $\n109  Other accrued expenses\nCurrency exchange rate contracts\n276 \n33  Other assets\n17 \n117  Other liabilities\nTotal derivatives designated as hedging\ninstruments\n644 \n351   \n54 \n226   \nDerivatives not designated as hedging instruments\n \n \nCurrency exchange rate contracts\n15 \n17  Other current assets\n12 \n10  Other accrued expenses\nTotal derivatives\n$\n659  $\n368   \n$\n66  $\n236   \n74\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nThe following table provides information by level for the derivative assets and liabilities that are measured at fair value on a recurring basis:\nApril 26, 2024\nApril 28, 2023\n(in millions)\nDerivative Assets\nDerivative Liabilities\nDerivative Assets\nDerivative Liabilities\nLevel 1\n$\n659 \n$\n66 \n$\n368 \n$\n236 \nThe Company has elected to present the fair value of derivative assets and liabilities within the consolidated balance sheets on a gross basis, even\nwhen derivative transactions are subject to master netting arrangements and may otherwise qualify for net presentation. The cash flows related to\ncollateral posted and received are reported gross as investing and financing activities, respectively, in the consolidated statements of cash flows.\nThe following tables provide information as if the Company had elected to offset the asset and liability balances of derivative instruments, netted in\naccordance with various criteria as stipulated by the terms of the master netting arrangements with each of the counterparties. Derivatives not\nsubject to master netting arrangements are not eligible for net presentation.\nApril 26, 2024\nGross Amount Not Offset on the\nBalance Sheet\n(in millions)\nGross Amount of\nRecognized Assets\n(Liabilities)\nFinancial\nInstruments\nCash Collateral\n(Received)\nPosted\nNet Amount\nDerivative assets:\nCurrency exchange rate contracts\n$\n659 \n$\n(66)\n$\n(101)\n$\n492 \nDerivative liabilities:\nCurrency exchange rate contracts\n(66)\n66 \n— \n— \nTotal\n$\n593 \n$\n— \n$\n(101)\n$\n492 \nApril 28, 2023\nGross Amount Not Offset on the\nBalance Sheet\n(in millions)\nGross Amount of\nRecognized Assets\n(Liabilities)\nFinancial\nInstruments\nCash Collateral\n(Received)\nPosted\nNet Amount\nDerivative assets:\nCurrency exchange rate contracts\n$\n368 \n$\n(189)\n$\n(11)\n$\n168 \nDerivative liabilities:\nCurrency exchange rate contracts\n(236)\n189 \n— \n(48)\nTotal\n$\n132 \n$\n— \n$\n(11)\n$\n121 \nConcentrations of Credit Risk\nFinancial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of interest-bearing\ninvestments, derivative contracts, and trade accounts receivable. Global concentrations of credit risk with respect to trade accounts receivable are\nlimited due to the large number of customers and their dispersion across many geographic areas. The Company monitors the creditworthiness of its\ncustomers to which it grants credit terms in the normal course of business.\nThe Company maintains cash and cash equivalents, investments, and certain other financial instruments (including currency exchange rate and\ninterest rate derivative contracts) with various major financial institutions. The Company performs periodic evaluations of the relative credit\nstandings of these financial institutions and limits the amount of credit exposure with any one institution. In addition, the Company has collateral\ncredit agreements with its primary derivatives counterparties. Under these agreements, either party is required to post eligible collateral when the\nmarket value of transactions covered by the agreement exceeds specific thresholds, thus limiting credit exposure for both parties. As of April 26,\n2024 and April 28, 2023, the Company received net cash collateral of $101 million and $11 million, respectively,\n75\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nfrom its counterparties. Cash collateral posted is recorded as a reduction in cash and cash equivalents, with the offset recorded as an increase in\nother current assets in the consolidated balance sheets. Cash collateral received is recorded as an increase in cash and cash equivalents with the\noffset recorded in other accrued expenses in the consolidated balance sheets.\n8. Inventories\nInventory balances were as follows:\n(in millions)\nApril 26, 2024\nApril 28, 2023\nFinished goods\n$\n3,668 \n$\n3,440 \nWork-in-process\n642 \n789 \nRaw materials\n907 \n1,063 \nTotal\n$\n5,217 \n$\n5,293 \n9. Goodwill and Other Intangible Assets\nGoodwill\nThe following table presents the changes in the carrying amount of goodwill by segment:\n(in millions)\nCardiovascular\nNeuroscience\nMedical Surgical\nDiabetes\nTotal\nApril 29, 2022\n$\n7,160 \n$\n11,132 \n$\n19,957 \n$\n2,254 \n$\n40,502 \nGoodwill as a result of acquisitions\n726 \n615 \n— \n— \n1,340 \nPurchase accounting adjustments\n(6)\n2 \n— \n— \n(5)\nSale of RCS business\n— \n— \n(208)\n— \n(208)\nCurrency translation and other\n(6)\n(30)\n(170)\n1 \n(204)\nApril 28, 2023\n7,873 \n11,718 \n19,579 \n2,255 \n41,425 \nGoodwill as a result of acquisitions\n131 \n— \n— \n— \n131 \nPurchase accounting adjustments\n(5)\n— \n— \n— \n(5)\nCurrency translation and other\n(33)\n(74)\n(458)\n— \n(565)\nApril 26, 2024\n$\n7,966 \n$\n11,644 \n$\n19,121 \n$\n2,255 \n$\n40,986 \nAs further described in Note 19, the Company had changes to the operating segments during fiscal year 2024. As of the beginning of fiscal year\n2024, the Medical Surgical portfolio was separated into two operating segments, and each new operating segment was considered a standalone\nreporting unit as of the beginning of fiscal year 2024. As a result of this change, the Company allocated all goodwill that was previously assigned to\nthe Medical Surgical reporting unit to the Surgical/Endoscopy reporting unit and the Patient Monitoring/Respiratory Interventions (PMRI) reporting\nunit using a relative fair value allocation approach. The effected reporting units were tested for impairment before and after the alignment. No\ngoodwill impairment was identified in either test as of the beginning of the fiscal year 2024.\nAdditionally, during the fourth quarter of fiscal year 2024, the Company's operating segments changed again resulting in the two reporting units\ncreated in the first quarter to be combined into the Medical Surgical reporting unit. All goodwill that was previously assigned to the two reporting\nunits was combined into the Medical Surgical reporting unit.\nThe Company did not recognize any goodwill impairment charges during fiscal years 2024 or 2022. As a result of the agreement with DaVita, as\ndisclosed in Note 3, the Company allocated $208 million of goodwill to the RCS business that met the criteria to be classified as held for sale during\nthe first quarter of fiscal year 2023 and was subsequently sold on April 1, 2023. Upon allocation, a goodwill impairment test was performed for the\nRCS business, and the Company recognized $61 million of goodwill impairment charges during fiscal year 2023. The goodwill impairment charges\nare recognized in other operating expense (income), net in the consolidated statements of income.\n76\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nIntangible Assets\nThe following table presents the gross carrying amount and accumulated amortization of intangible assets:\nApril 26, 2024\nApril 28, 2023\n(in millions)\nGross Carrying\nAmount\nAccumulated\nAmortization\nGross Carrying\nAmount\nAccumulated\nAmortization\nDefinite-lived:\nCustomer-related\n$\n16,518 \n$\n(8,689)\n$\n16,956 \n$\n(7,979)\nPurchased technology and patents\n11,557 \n(6,868)\n11,659 \n(6,277)\nTrademarks and tradenames\n424 \n(274)\n486 \n(280)\nOther\n256 \n(84)\n116 \n(69)\nTotal\n$\n28,755 \n$\n(15,915)\n$\n29,217 \n$\n(14,605)\nIndefinite-lived:\nIPR&D\n$\n385 \n$\n— \n$\n232 \n$\n— \nDuring fiscal year 2024, the Company recognized $295 million of definite-lived intangible asset impairment charges in connection with the decision\nto exit its ventilator product line. The intangible asset impairment charges primarily related to purchased technology, customer-related intangibles,\nand trade names. During fiscal year 2022, the Company recognized $409 million of definite-lived intangible asset impairment charges in connection\nwith the Company's decision to stop the distribution and sale of the Medtronic HVAD System. The intangible asset impairment charge primarily\nrelated to purchased technology and patents. The intangible asset impairment charges are recognized in other operating expense (income), net in the\nconsolidated statements of income. Refer to Note 3 for additional information on what led to the impairments in fiscal year 2024 and 2022. The\nCompany did not recognize any definite-lived intangible asset impairment charges during fiscal year 2023.\nIndefinite-lived intangible asset impairment charges were not significant for fiscal year 2024, 2023, or 2022. Due to the nature of IPR&D projects,\nthe Company may experience future delays or failures to obtain regulatory approvals to conduct clinical trials, failures of such clinical trials, delays\nor failures to obtain required market clearances, other failures to achieve a commercially viable product, or the discontinuation of certain projects,\nand as a result, may recognize impairment losses in the future.\nAmortization Expense\nIntangible asset amortization expense was $1.7 billion for fiscal years 2024, 2023 and 2022. Estimated aggregate amortization expense by fiscal\nyear based on the current carrying value and remaining estimated useful lives of definite-lived intangible assets at April 26, 2024, excluding any\npossible future amortization associated with acquired IPR&D which has not met technological feasibility, is as follows:\n(in millions)\nAmortization\nExpense\n2025\n$\n1,635 \n2026\n1,623 \n2027\n1,600 \n2028\n1,550 \n2029\n1,471 \n77\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\n10. Property, Plant, and Equipment\nProperty, plant, and equipment balances and corresponding estimated useful lives were as follows:\n(in millions)\nApril 26, 2024\nApril 28, 2023\nEstimated Useful Lives\n(in years)\nEquipment\n$\n6,396 \n$\n6,707 \nGenerally 2-10, up to 15\nComputer software\n2,872 \n2,952 \nUp to 10\nLand and land improvements\n159 \n162 \nUp to 20\nBuildings and leasehold improvements\n2,506 \n2,487 \nUp to 40\nConstruction in progress\n2,119 \n1,754 \n— \nProperty, plant, and equipment\n14,052 \n14,062 \n \nLess: Accumulated depreciation\n(7,922)\n(8,493)\n \nProperty, plant, and equipment, net\n$\n6,131 \n$\n5,569 \n \nDepreciation expense of $954 million, $999 million, and $974 million was recognized in fiscal years 2024, 2023, and 2022, respectively.\n11. Shareholders’ Equity\nShare Capital Medtronic plc is authorized to issue 2.6 billion Ordinary Shares, $0.0001 par value; 40 thousand Euro Deferred Shares, €1.00 par\nvalue; 127.5 million Preferred Shares, $0.20 par value; and 500 thousand A Preferred Shares, $1.00 par value.\nEuro Deferred Shares The authorized share capital of the Company includes 40 thousand Euro Deferred Shares, with a par value of €1.00 per\nshare. At April 26, 2024, no Euro Deferred Shares were issued or outstanding.\nPreferred Shares The authorized share capital of the Company includes 127.5 million of Preferred Shares, with a par value of $0.20 per share. At\nApril 26, 2024, no Preferred Shares were issued or outstanding.\nA Preferred Shares The authorized share capital of the Company includes 500 thousand A Preferred Shares, with a par value of $1.00 per share. At\nApril 26, 2024, no A Preferred Shares were outstanding.\nDividends The timing, declaration, and payment of future dividends to holders of the Company's ordinary shares falls within the discretion of the\nCompany's Board of Directors and depends upon many factors, including the statutory requirements of Irish law, the Company's earnings and\nfinancial condition, the capital requirements of the Company's businesses, industry practice and any other factors the Board of Directors deems\nrelevant. \nOrdinary Share Repurchase Program Shares are repurchased on occasion to support the Company’s stock-based compensation programs and to\nreturn capital to shareholders. During fiscal years 2024 and 2023, the Company repurchased approximately 25 million and 6 million shares,\nrespectively, at an average price of $83.04 and $91.31, respectively.\nIn March 2019, the Company's Board of Directors authorized $6.0 billion for repurchase of the Company's ordinary shares. In March 2024, the\nCompany's Board of Directors authorized an incremental $5.0 billion for share repurchases. There is no specific time-period associated with these\nrepurchase authorizations. At April 26, 2024, the Company had used $5.7 billion of the $11.0 billion authorized under the repurchase program,\nleaving approximately $5.3 billion available for future repurchases. The Company accounts for repurchases of ordinary shares using the par value\nmethod and shares repurchased are cancelled.\n12. Stock Purchase and Award Plans\nIn fiscal year 2024, the Company granted stock awards under the 2021 Medtronic plc Long Term Incentive Plan (2021 Plan). The 2021 Plan\nprovides for the grant of non-qualified and incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance\nawards, and other stock and cash-based awards. At April 26, 2024, there were approximately 88 million shares available for future grants under the\n2021 Plan.\n78\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nStock-Based Compensation Expense The following table presents the components and classification of stock-based compensation expense\nrecognized for stock options, restricted stock, performance share units, and employee stock purchase plan (ESPP) in fiscal years 2024, 2023, and\n2022:\n \nFiscal Year\n(in millions)\n2024\n2023\n2022\nStock options\n$\n76 \n$\n77 \n$\n70 \nRestricted stock\n184 \n166 \n184 \nPerformance share units\n97 \n74 \n66 \nEmployee stock purchase plan\n36 \n38 \n39 \nTotal stock-based compensation expense\n$\n393 \n$\n355 \n$\n359 \nCost of products sold\n$\n35 \n$\n36 \n$\n36 \nResearch and development expense\n47 \n39 \n40 \nSelling, general, and administrative expense\n310 \n280 \n283 \nTotal stock-based compensation expense\n393 \n355 \n359 \nIncome tax benefits\n(64)\n(60)\n(62)\nTotal stock-based compensation expense, net of tax\n$\n329 \n$\n295 \n$\n297 \nStock Options Options are granted at the exercise price, which is equal to the closing price of the Company’s ordinary shares on the grant date. The\nmajority of the Company’s options are non-qualified options with a ten-year life and a four-year ratable vesting term. The Company uses the Black-\nScholes option pricing model (Black-Scholes model) to determine the fair value of stock options at the grant date. The fair value of stock options\nunder the Black-Scholes model requires management to make assumptions regarding projected employee stock option exercise behaviors, risk-free\ninterest rates, volatility of the Company’s stock price, and expected dividends. Expected volatility is based on a blend of historical volatility and an\nimplied volatility of the Company’s ordinary shares. Implied volatility is based on market traded options of the Company’s ordinary shares.\nThe following table provides the weighted average fair value of options granted to employees and the related assumptions used in the Black-Scholes\nmodel:\n \nFiscal Year\n \n2024\n2023\n2022\nWeighted average fair value of options granted\n$\n18.49 \n$\n17.76 \n$\n22.83 \nAssumptions used:\n \n \n \nExpected life (years)\n6.1\n6.0\n6.0\nRisk-free interest rate\n4.16 %\n2.70 %\n0.90 %\nVolatility\n24.29 %\n24.05 %\n23.04 %\nDividend yield\n3.18 %\n2.92 %\n1.95 %\nThe following table summarizes stock option activity during fiscal year 2024:\n \nOptions\n(in thousands)\nWtd. Avg.\nExercise\nPrice\nWtd. Avg.\nRemaining\nContractual Term\n(in years)\nAggregate Intrinsic\nValue (in millions)\nOutstanding at April 28, 2023\n30,866 \n$\n93.30 \nGranted\n4,823 \n86.86 \nExercised\n(1,445)\n65.07 \nExpired/Forfeited/Cancelled\n(1,905)\n98.12 \nOutstanding at April 26, 2024\n32,339 \n93.32 \n4.9 $\n30 \nExpected to vest at April 26, 2024\n8,914 \n95.62 \n8.4\n2 \nExercisable at April 26, 2024\n22,746 \n92.46 \n3.4\n28 \n79\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nThe following table summarizes the total cash received from the issuance of new shares upon stock option award exercises, the total intrinsic value\nof options exercised, and the related tax benefit during fiscal years 2024, 2023, and 2022:\nFiscal Year\n(in millions)\n2024\n2023\n2022\nCash proceeds from options exercised\n$\n78 \n$\n77 \n$\n209 \nIntrinsic value of options exercised\n28 \n42 \n174 \nTax benefit related to options exercised\n6 \n9 \n40 \nUnrecognized compensation expense related to outstanding stock options at April 26, 2024 was $90 million and is expected to be recognized over a\nweighted average period of 2.4 years.\nRestricted Stock Restricted stock units are expensed over the vesting period and are subject to forfeiture if employment terminates prior to the\nlapse of the restrictions. The expense recognized for restricted stock units is equal to the grant date fair value, which is equal to the closing stock\nprice on the date of grant. The majority of the Company's restricted stock units either have a four-year ratable vesting term or cliff vest after three\nyears. Restricted stock units are not considered issued or outstanding ordinary shares of the Company. Dividend equivalent units are accumulated on\nrestricted stock units during the vesting period.\nThe following table summarizes restricted stock activity during fiscal year 2024:\n \nUnits\n(in thousands)\nWtd. Avg.\nGrant\nPrice\nNonvested at April 28, 2023\n5,189 \n$\n102.34 \nGranted\n3,297 \n82.80 \nVested\n(1,819)\n102.17 \nForfeited/Cancelled\n(526)\n99.34 \nNonvested at April 26, 2024\n6,142 \n92.57 \nThe following table summarizes the weighted-average grant date fair value of restricted stock granted, total fair value of restricted stock vested and\nrelated tax benefit during fiscal years 2024, 2023, and 2022:\nFiscal Year\n(in millions, except per share data)\n2024\n2023\n2022\nWeighted-average grant-date fair value per restricted stock\n$\n82.80 \n$\n91.83 \n$\n127.47 \nFair value of restricted stock vested\n186 \n256 \n194 \nTax benefit related to restricted stock vested\n29 \n45 \n52 \nUnrecognized compensation expense related to restricted stock as of April 26, 2024 was $361 million and is expected to be recognized over a\nweighted average period of 2.6 years.\nPerformance Share Units Performance share units typically cliff vest after three years. The awards include three metrics: relative total shareholder\nreturn (rTSR), revenue growth, and return on investor capital (ROIC). rTSR is considered a market condition metric, and the expense is determined\nat the grant date and will not be adjusted even if the market condition is not met. Revenue growth and ROIC are considered performance metrics,\nand the expense is recorded over the performance period, which will be reassessed each reporting period based on the probability of achieving the\nvarious performance conditions. The number of shares earned at the end of the three-year period will vary, based on only actual performance, from\n0% to 200% of the target number of performance share units granted. Performance share units are subject to forfeiture if employment terminates\nprior to the lapse of the restrictions. Performance share units are not considered issued or outstanding ordinary shares of the Company. Dividend\nequivalent units are accumulated on performance share units for each component of the award during the vesting period.\nThe Company calculates the fair value of the performance share units for each component individually. The fair value of the rTSR metric will be\ndetermined using the Monte Carlo valuation model. The fair value of the revenue growth and ROIC metrics are equal to the closing stock price on\nthe grant date.\n80\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nThe following table summarizes performance share unit activity during fiscal year 2024:\n \nUnits\n(in thousands)\nWtd. Avg.\nGrant\nPrice\nNonvested at April 28, 2023\n2,043 \n$\n119.88 \nGranted\n1,283 \n104.78 \nVested\n(249)\n129.49 \nPerformance adjustments \n(455)\n147.92 \nForfeited/Cancelled\n(200)\n113.57 \nNonvested at April 26, 2024\n2,422 \n106.50 \n(1)\nPerformance adjustments are adjustments to grants where the performance period has ended and actual performance is known.\nThe following table summarizes the weighted-average grant date fair value of performance share units granted, total fair value of performance share\nunits vested and related tax benefit during fiscal year 2024, 2023, and 2022:\nFiscal Year\n(in millions, except per share data)\n2024\n2023\n2022\nWeighted-average grant-date fair value per performance share units\n$\n104.78 \n$\n98.17 \n$\n149.16 \nFair value of performance share units vested\n78 \n— \n— \nTax benefit related to performance share units vested\n3 \n— \n— \nUnrecognized compensation expense related to performance share units as of April 26, 2024 was $89 million and is expected to be recognized over\na weighted average period of 1.6 years.\nEmployees Stock Purchase Plan (ESPP) The Company's shareholders approved the Medtronic plc 2024 Employee Stock Purchase Plan (2024\nPlan) on October 19, 2023, which provides for a maximum of 30 million ordinary shares to be purchased by participating employees. The 2024 Plan\nreplaced the Medtronic plc Amended and Restated 2014 Employees Stock Purchase Plan (2014 Plan) starting January 1, 2024. The 2024 Plan allows\nparticipating employees to purchase the Company's ordinary shares at a discount through payroll deductions. The expense recognized for shares\npurchased under the Company’s 2014 Plan and 2024 Plan is equal to the 15 percent discount the employee receives. Employees purchased 3 million\nshares at an average price of $71.10 per share in fiscal year 2024. At April 26, 2024, approximately 29 million ordinary shares were available for\nfuture purchase under the 2024 Plan.\n(1)\n81\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\n13. Income Taxes\nThe income tax provision is based on income before income taxes reported for financial statement purposes. The components of income before\nincome taxes, based on tax jurisdiction, are as follows:\n \nFiscal Year\n(in millions)\n2024\n2023\n2022\nU.S.\n$\n750 \n$\n1,295 \n$\n436 \nInternational\n4,087 \n4,069 \n5,081 \nIncome before income taxes\n$\n4,837 \n$\n5,364 \n$\n5,517 \nThe income tax provision consists of the following:\n \nFiscal Year\n(in millions)\n2024\n2023\n2022\nCurrent tax expense:\n \n \n \nU.S.\n$\n756 \n$\n1,303 \n$\n467 \nInternational\n905 \n530 \n599 \nTotal current tax expense\n1,661 \n1,833 \n1,066 \nDeferred tax (benefit) expense:\nU.S.\n(435)\n(336)\n(402)\nInternational\n(93)\n83 \n(209)\nNet deferred tax benefit\n(528)\n(253)\n(611)\nIncome tax provision\n$\n1,133 \n$\n1,580 \n$\n456 \n82\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nTax assets (liabilities), shown before jurisdictional netting of deferred tax assets (liabilities), are comprised of the following:\n(in millions)\nApril 26, 2024\nApril 28, 2023\nDeferred tax assets:\n \n \nNet operating loss, capital loss, and credit carryforwards\n$\n11,775 \n$\n10,803 \nIntangible assets\n2,858 \n2,259 \nCapitalization of research and development\n1,255 \n971 \nOther accrued liabilities\n404 \n458 \nAccrued compensation\n374 \n312 \nPension and post-retirement benefits\n— \n66 \nStock-based compensation\n147 \n141 \nInventory\n138 \n135 \nDeferred revenue\n172 \n37 \nLease obligations\n157 \n150 \nFederal and state benefit on uncertain tax positions\n21 \n79 \nInterest limitation\n608 \n377 \nUnrealized gain on available-for-sale securities and derivative financial instruments\n13 \n39 \nOther\n355 \n240 \nGross deferred tax assets\n18,277 \n16,067 \nValuation allowance\n(13,271)\n(11,311)\nTotal deferred tax assets\n5,006\n4,756\nDeferred tax liabilities:\n \n \nIntangible assets\n(1,406)\n(1,551)\nRealized loss on derivative financial instruments\n(70)\n(70)\nRight of use leases\n(149)\n(147)\nAccumulated depreciation\n(110)\n(109)\nOutside basis difference of subsidiaries\n(90)\n(119)\nPension and post-retirement benefits\n(45)\n— \nOther\n(90)\n(80)\nTotal deferred tax liabilities\n(1,960)\n(2,076)\nPrepaid income taxes\n520 \n480 \nIncome tax receivables\n406 \n494 \nTax assets, net\n$\n3,972 \n$\n3,654 \nReported as (after valuation allowance and jurisdictional netting):\n \n \nOther current assets\n$\n830 \n$\n885 \nTax assets\n3,657 \n3,477 \nDeferred tax liabilities\n(515)\n(708)\nTax assets, net\n$\n3,972 \n$\n3,654 \nNo deferred taxes have been provided on the approximately $86.3 billion and $83.7 billion of undistributed earnings of the Company’s subsidiaries\nat April  26, 2024 and April  28, 2023, respectively, since these earnings have been, and under current plans will continue to be, permanently\nreinvested in these subsidiaries. Due to the number of legal entities and jurisdictions involved, the complexity of the legal entity structure of the\nCompany, and the complexity of the tax laws in the relevant jurisdictions, the Company believes it is not practicable to estimate, within any\nreasonable range, the amount of additional taxes which may be payable upon distribution of these undistributed earnings.\nAt April 26, 2024, the Company had approximately $11.3 billion of tax effected net operating loss carryforwards in certain non-U.S. jurisdictions, of\nwhich $5.1 billion have no expiration, and the remaining $6.2 billion will expire during fiscal years 2025 through 2041.\n83\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nIncluded in these net operating loss carryforwards are $4.0 billion of tax effected net operating losses generated in fiscal year 2008 as a result of the\nreceipt of a favorable tax ruling from certain non-U.S. taxing authorities; and $5.1 billion of tax effected net operating losses generated during fiscal\nyear 2023 as a result of an intercompany reorganization. The Company has recorded a full valuation allowance against these net operating losses, as\nmanagement does not believe that it is more likely than not that these net operating losses will be utilized. Certain of the remaining non-U.S. net\noperating loss carryforwards of $2.2 billion have a valuation allowance recorded against the carryforwards, as management does not believe that it is\nmore likely than not that these net operating losses will be utilized.\nAt April  26, 2024, the Company had $81 million of tax effected U.S. federal net operating loss carryforwards, of which $56  million have no\nexpiration. The remaining loss carryforwards will expire during fiscal years 2025 through 2036. For U.S. state purposes, the Company had $90\nmillion of tax effected net operating loss carryforwards at April 26, 2024, $12 million of which have no expiration. The remaining U.S. state loss\ncarryforwards will expire during fiscal years 2025 through 2042.\nAt April 26, 2024, the Company also had $292 million of tax credits available to reduce future income taxes payable, of which $122 million have no\nexpiration. The remaining credits will expire during fiscal years 2025 through 2043.\nThe Company has established valuation allowances of $13.3 billion and $11.3 billion at April 26, 2024 and April 28, 2023, respectively, primarily\nrelated to the uncertainty of the utilization of certain deferred tax assets which are primarily comprised of tax loss and credit carryforwards in\nvarious jurisdictions. The increase in the valuation allowance during fiscal year 2024 is primarily related to the finalization of certain tax returns as\nwell as an increase in the Swiss Cantonal tax rate applied to previously recorded deferred tax assets and associated valuation allowances. These\nvaluation allowances would result in a reduction to the income tax provision in the consolidated statements of income if they are ultimately not\nrequired.\nThe Company’s effective income tax rate varied from the U.S. federal statutory tax rate as follows:\n \nFiscal Year\n \n2024\n2023\n2022\nU.S. federal statutory tax rate\n21.0 %\n21.0 %\n21.0 %\nIncrease (decrease) in tax rate resulting from:\n \n \n \nU.S. state taxes, net of federal tax benefit\n0.2 \n0.1 \n0.2 \nResearch and development credit\n(2.2)\n(1.9)\n(1.3)\nPuerto Rico excise tax\n— \n(1.0)\n(1.1)\nInternational\n(6.7)\n(8.0)\n(10.9)\nStock based compensation\n0.3 \n0.2 \n(0.8)\nUncertain tax positions and interest\n1.3 \n1.2 \n0.2 \nBase erosion anti-abuse tax\n0.3 \n— \n0.9 \nForeign derived intangible income benefit\n(1.7)\n(1.2)\n(1.0)\nCertain tax adjustments\n6.2 \n17.0 \n(0.9)\nU.S. tax on foreign earnings\n3.5 \n2.5 \n2.2 \nOther, net\n1.2 \n(0.4)\n(0.2)\nEffective tax rate\n23.4 %\n29.5 %\n8.3 %\nThe Israeli Central-Lod District Court issued its decision in Medtronic Ventor Technologies Ltd (Ventor) v. Kfar Saba Assessing Office in June\n2023. The court determined that there was a deemed taxable transfer of intellectual property. As a result, the Company recorded a $187 million\nincome tax charge during fiscal year 2024 and filed an appeal with the Supreme Court of Israel.\nDuring fiscal year 2024, the net cost from certain tax adjustments of $299 million, recognized in income tax provision in the consolidated statement\nof income, included the following:\n•\nA cost of $187 million associated with a reserve adjustment related to the Israeli Central-Lod District Court decision with respect to a\ndeemed taxable transfer of intellectual property.\n•\nA cost of $124 million related to a change in valuation allowance on previously recorded net operating losses.\n•\nA benefit of $95 million related to a Swiss Cantonal tax rate change on previously recorded deferred tax assets.\n84\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\n•\nA cost of $50 million associated with the amortization of the previously established deferred tax assets from intercompany intellectual\nproperty transactions.\n•\nA cost of $33 million associated with a change in the Company’s permanent reinvestment assertion on certain historical earnings.\nDuring fiscal year 2023, the net benefit from certain tax adjustments of $910  million, recognized in income tax provision in the consolidated\nstatement of income, included the following:\n•\nA net cost of $764 million associated with the August 18, 2022 U.S. Tax Court (Tax Court) Opinion on the previously disclosed litigation\nregarding the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico for fiscal years 2005\nand 2006 (Opinion). While the Opinion rejected the IRS’s position and the Tax Court determined the methodology advanced by Medtronic\nwas appropriate for purposes of determining the intercompany royalty rate between Puerto Rico and the U.S., it determined that the royalty\nrate should be higher, thereby increasing income allocated to the U.S. and consequently subject to U.S. tax. This case relates only to fiscal\nyears 2005 and 2006. The Company has assumed the Tax Court findings will be applied for all years following fiscal year 2006.\n•\nA cost of $55 million related to the disallowance of certain interest deductions.\n•\nA cost of $30 million related to the change in reporting currency for certain carryover attributes.\n•\nA cost of $28 million associated with the amortization of the previously established deferred tax assets from intercompany intellectual\nproperty transactions.\n•\nA net cost of $33 million primarily associated with the sale of half of the Company’s RCS business.\nDuring fiscal year 2022, the net benefit from certain tax adjustments of $50  million, recognized in income tax provision in the consolidated\nstatement of income, included the following:\n•\nA benefit of $82 million associated with a step up in tax basis for Swiss Cantonal purposes.\n•\nA benefit of $82 million related to a change in tax rates on intangible assets.\n•\nA cost of $47 million associated with the amortization of the previously established deferred tax assets from intercompany intellectual\nproperty transactions.\n•\nA cost of $41 million associated with a change in the Company’s permanent reinvestment assertion on certain historical earnings.\n•\nA net cost of $26 million primarily associated with an intercompany sale of assets.\nCurrently, the Company’s operations in Puerto Rico, Singapore, Dominican Republic, Costa Rica, and China have various tax holidays and tax\nincentive grants. The tax reductions as compared to the local statutory rate favorably impacted earnings by $229 million, $115 million, and $248\nmillion in fiscal years 2024, 2023, and 2022, respectively, and diluted earnings per share by $0.17, $0.09, and $0.18, in fiscal years 2024, 2023, and\n2022, respectively. The tax holidays are conditional upon the Company meeting certain thresholds required under statutory law. The tax incentive\ngrants, unless extended, will expire between fiscal years 2025 and 2049. The tax incentive grants which expired during fiscal year 2024 did not have\na material impact on the Company's consolidated financial statements.\nThe Organization for Economic Co-operation and Development (OECD) published Pillar Two Model Rules defining the global minimum tax, which\ncalls for the taxation of large multinational corporations at a minimum rate of 15% in each jurisdiction in which the group operates. A number of\ncountries, including Ireland, have enacted legislation to implement the core elements of Pillar Two, which will be effective for the Company in\nfiscal year 2025. The Company is continuing to evaluate the potential impacts of proposed and enacted legislative changes as new guidance\nbecomes available. There are no impacts of this global minimum tax in the consolidated financial statements for the fiscal year ended April 26,\n2024.\n85\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nThe Company had $2.8 billion, $2.7 billion, and $1.7 billion of gross unrecognized tax benefits at April 26, 2024, April 28, 2023, and April 29,\n2022, respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits for fiscal years 2024, 2023, and 2022 is as\nfollows:\n \nFiscal Year\n(in millions)\n2024\n2023\n2022\nGross unrecognized tax benefits at beginning of fiscal year\n$\n2,682 \n$\n1,661 \n$\n1,668 \nGross increases:\n \n \n \nPrior year tax positions\n121 \n980 \n1 \nCurrent year tax positions\n85 \n89 \n40 \nGross decreases:\n \n \n \nPrior year tax positions\n(2)\n(12)\n(29)\nSettlements\n(55)\n(4)\n(8)\nStatute of limitation lapses\n(7)\n(32)\n(11)\nGross unrecognized tax benefits at end of fiscal year\n2,824 \n2,682 \n1,661 \nCash advance paid to taxing authorities\n(934)\n(918)\n(859)\nGross unrecognized tax benefits at end of fiscal year, net of cash advance\n$\n1,890 \n$\n1,764 \n$\n802 \nIf all of the Company’s unrecognized tax benefits at April 26, 2024, April 28, 2023, and April 29, 2022 were recognized, $2.7 billion, $2.5 billion,\nand $1.6 billion would impact the Company’s effective tax rate, respectively. Although the Company believes that it has adequately reserved for\nliabilities resulting from tax assessments by taxing authorities, positions taken by these tax authorities could have a material impact on the\nCompany’s effective tax rate in future periods. The Company has recorded gross unrecognized tax benefits, net of cash advance, of $1.8 billion as a\nnoncurrent liability. The Company estimates that within the next 12 months it is reasonably possible that its uncertain tax positions, excluding\ninterest, could decrease by as much as $15 million, net as a result of statute of limitation lapses.\nThe Company recognizes interest and penalties related to income tax matters in income tax provision in the consolidated statements of income and\nrecords the liability in the current or noncurrent accrued income taxes in the consolidated balance sheets, as appropriate. During fiscal years 2024,\n2023, and 2022, the Company recognized gross interest expense of $134 million, $86 million, and $17 million, respectively, in income tax provision\nin the consolidated statements of income. The Company had $19 million, $61 million, and $117 million of accrued gross interest and penalties at\nApril 26, 2024, April 28, 2023, and April 29, 2022, respectively.\nThe Company reserves for uncertain tax positions related to unresolved matters with the IRS and other taxing authorities. These reserves are subject\nto a high degree of estimation and management judgment. Resolution of these significant unresolved matters, or positions taken by the IRS or other\ntax authorities during future tax audits, could have a material impact on the Company’s financial results in future periods. The Company continues\nto believe that its reserves for uncertain tax positions are appropriate and that it has meritorious defenses for its tax filings and will vigorously\ndefend them during the audit process, appellate process, and through litigation in courts, as necessary.\n86\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nThe major tax jurisdictions where the Company conducts business which remain subject to examination are as follows:\nJurisdiction\nEarliest Year Open\nUnited States - federal and state\n2005\nAustralia\n2023\nBrazil\n2018\nCanada\n2013\nChina\n2015\nCosta Rica\n2020\nDominican Republic\n2020\nFrance\n2021\nGermany\n2017\nIndia\n2002\nIreland\n2020\nIsrael\n2010\nItaly\n2019\nJapan\n2020\nKorea\n2022\nLuxembourg\n2019\nMexico\n2018\nPuerto Rico\n2014\nSingapore\n2019\nSwitzerland\n2010\nUnited Kingdom\n2020\nSee Note 18 for additional information regarding the status of current tax audits and proceedings.\n87\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\n14. Earnings Per Share\nBasic earnings per share is computed based on the weighted average number of ordinary shares outstanding. Diluted earnings per share is computed\nbased on the weighted number of ordinary shares outstanding, increased by the number of additional shares that would have been outstanding had\nthe potentially dilutive ordinary shares been issued, and reduced by the number of shares the Company could have repurchased with the proceeds\nfrom issuance of the potentially dilutive shares. Potentially dilutive ordinary shares include stock-based awards granted under stock-based\ncompensation plans and shares committed to be purchased under the employee stock purchase plan.\nThe table below sets forth the computation of basic and diluted earnings per share:\n \nFiscal Year\n(in millions, except per share data)\n2024\n2023\n2022\nNumerator:\n \n \n \nNet income attributable to ordinary shareholders\n$\n3,676 \n$\n3,758 \n$\n5,039 \nDenominator:\n \n \nBasic – weighted average shares outstanding\n1,327.7 \n1,329.8 \n1,342.4 \nEffect of dilutive securities:\n \n \nEmployee stock options\n0.7 \n1.5 \n6.6 \nEmployee restricted stock units\n1.4 \n1.0 \n1.6 \nEmployee performance share units\n0.4 \n0.5 \n0.8 \nDiluted – weighted average shares outstanding\n1,330.2 \n1,332.8 \n1,351.4 \nBasic earnings per share\n$\n2.77 \n$\n2.83 \n$\n3.75 \nDiluted earnings per share\n$\n2.76 \n$\n2.82 \n$\n3.73 \nThe calculation of weighted average diluted shares outstanding excludes options to purchase approximately 28 million, 23 million, and 5 million\nordinary shares in fiscal year 2024, 2023, and 2022, respectively because their effect would have been anti-dilutive on the Company’s earnings per\nshare.\n15. Retirement Benefit Plans\nThe Company sponsors various retirement benefit plans, including defined benefit pension plans, post-retirement medical plans, defined\ncontribution savings plans, and termination indemnity plans, covering substantially all U.S. employees and many employees outside the U.S. The\nnet expense related to these plans was $451 million, $494 million, and $459 million in fiscal years 2024, 2023, and 2022, respectively.\nIn the U.S., the Company maintains qualified pension plans designed to provide guaranteed minimum retirement benefits to all eligible U.S.\nparticipants. Pension coverage for non-U.S. employees is provided, to the extent deemed appropriate, through separate plans. In addition to the\nbenefits provided under the qualified pension plan, retirement benefits associated with wages in excess of the IRS allowable limits are provided to\ncertain employees under a non-qualified plan. U.S. and Puerto Rico employees are also eligible to receive a medical benefit component, in addition\nto normal retirement benefits, through the Company’s post-retirement benefits.\nAt April 26, 2024 and April 28, 2023, the funded status of the Company’s benefit plans was $484 million overfunded and $103 million overfunded,\nrespectively.\nDuring fiscal year 2023, the Company offered certain eligible U.S. employees voluntary early retirement packages, resulting in charges of\n$94 million, primarily related to U.S. pension benefits. The charges were recognized in restructuring charges, net in the consolidated statements of\nincome. See Note 4 for additional information on restructuring charges.\n88\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nDefined Benefit Pension Plans The change in benefit obligation and funded status of the Company’s U.S. and Non-U.S. pension benefits are as\nfollows:\n \nU.S. Pension Benefits\nNon-U.S. Pension Benefits\n \nFiscal Year\nFiscal Year\n(in millions)\n2024\n2023\n2024\n2023\nAccumulated benefit obligation at end of year:\n$\n3,144 \n$\n3,348 \n$\n1,513 \n$\n1,422 \nChange in projected benefit obligation:\n \n \n \n \nProjected benefit obligation at beginning of year\n$\n3,451 \n$\n3,526 \n$\n1,499 \n$\n1,740 \nService cost\n61 \n77 \n42 \n43 \nInterest cost\n162 \n142 \n53 \n38 \nEmployee contributions\n— \n— \n9 \n9 \nPlan curtailments, settlements, and amendments\n— \n(19)\n(10)\n(8)\nActuarial (gain) loss\n(245)\n(210)\n116 \n(303)\nBenefits paid\n(234)\n(140)\n(65)\n(63)\nSpecial termination benefits\n— \n74 \n— \n— \nCurrency exchange rate changes and other\n— \n— \n(41)\n43 \nProjected benefit obligation at end of year\n$\n3,194 \n$\n3,451 \n$\n1,604 \n$\n1,499 \nChange in plan assets:\n \n \n \n \nFair value of plan assets at beginning of year\n$\n3,398 \n$\n3,559 \n$\n1,614 \n$\n1,732 \nActual return on plan assets\n356 \n(43)\n103 \n(163)\nEmployer contributions\n32 \n22 \n40 \n57 \nEmployee contributions\n— \n— \n9 \n9 \nPlan settlements\n— \n— \n(7)\n(8)\nBenefits paid\n(234)\n(140)\n(65)\n(63)\nCurrency exchange rate changes and other\n— \n— \n(36)\n50 \nFair value of plan assets at end of year\n$\n3,551 \n$\n3,398 \n$\n1,659 \n$\n1,614 \nFunded status at end of year:\n \n \n \n \nFair value of plan assets\n$\n3,551 \n$\n3,398 \n$\n1,659 \n$\n1,614 \nBenefit obligations\n3,194 \n3,451 \n1,604 \n1,499 \nOver (under) funded status of the plans\n357 \n(53)\n54 \n115 \nRecognized asset (liability)\n$\n357 \n$\n(53)\n$\n54 \n$\n115 \nAmounts recognized on the consolidated\nbalance sheets consist of:\nNon-current assets\n$\n617 \n$\n221 \n$\n296 \n$\n350 \nCurrent liabilities\n(30)\n(24)\n(7)\n(6)\nNon-current liabilities\n(230)\n(250)\n(235)\n(228)\nRecognized asset (liability)\n$\n357 \n$\n(53)\n$\n54 \n$\n115 \nAmounts recognized in accumulated other\ncomprehensive loss:\nPrior service (credit) cost\n$\n(16)\n$\n(19)\n$\n(3)\n$\n(3)\nNet actuarial loss\n534 \n891 \n161 \n76 \nEnding balance\n$\n517 \n$\n873 \n$\n158 \n$\n73 \n(1)\nAs of April 24, 2020, the Company announced the freezing of the U.S. pension benefits beginning Plan year 2028. Employees will continue to earn benefits as\nrequired by the Medtronic Retirement Plan until April 30, 2027, after which date benefits will no longer be earned and employees will earn benefits through the\nMedtronic Savings and Investment Plan.\n(2)\nActuarial gains and losses result from changes in actuarial assumptions (such as changes in the discount rate and revised mortality rates). The actuarial gains\nand losses were primarily driven by increases and decreases in discount rates, respectively.\n(3)\nThis represents a portion of the total voluntary early retirement package charges for fiscal year 2023.\n(1)\n(2)\n(3)\n89\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nIn certain countries outside the U.S., fully funding pension plans is not a common practice, as funding provides no income tax benefit.\nConsequently, certain pension plans were partially funded at April 26, 2024 and April 28, 2023. U.S. and non-U.S. pension plans with accumulated\nbenefit obligations in excess of plan assets consist of the following:\n \nFiscal Year\n(in millions)\n2024\n2023\nAccumulated benefit obligation\n$\n773 \n$\n731 \nProjected benefit obligation\n809 \n772 \nPlan assets at fair value\n334 \n301 \nU.S. and non-U.S. pension plans with projected benefit obligations in excess of plan assets consist of the following:\n \nFiscal Year\n(in millions)\n2024\n2023\nProjected benefit obligation\n$\n1,321 \n$\n1,285 \nPlan assets at fair value\n819 \n776 \nThe net periodic benefit cost of the plans includes the following components:\n \nU.S. Pension Benefits\nNon-U.S. Pension Benefits\n \nFiscal Year\nFiscal Year\n(in millions)\n2024\n2023\n2022\n2024\n2023\n2022\nService cost\n$\n61 \n$\n77 \n$\n98 \n$\n42 \n$\n43 \n$\n64 \nInterest cost\n162 \n142 \n102 \n53 \n38 \n26 \nExpected return on plan assets\n(261)\n(224)\n(226)\n(72)\n(58)\n(64)\nAmortization of prior service cost\n(2)\n— \n— \n(1)\n(1)\n(1)\nAmortization of net actuarial loss (gain)\n18 \n20 \n64 \n(1)\n2 \n22 \nSettlement and curtailment (gain) loss\n— \n— \n— \n(3)\n2 \n(10)\nSpecial termination benefits\n— \n74 \n— \n— \n— \n— \nNet periodic benefit (credit) cost\n$\n(22)\n$\n89 \n$\n39 \n$\n18 \n$\n26 \n$\n37 \nComponents of net periodic benefit cost other than the service component are recognized in other non-operating income, net in the consolidated\nstatements of income.\nThe other changes in plan assets and projected benefit obligations recognized in other comprehensive income for fiscal year 2024 are as follows:\n(in millions)\nU.S. Pension\nBenefits\nNon-U.S.\nPension\nBenefits\nNet actuarial (gain) loss\n$\n(339)\n$\n86 \nPrior service cost\n— \n(1)\nAmortization of prior service cost\n2 \n1 \nAmortization and settlement recognition of actuarial (gain) loss\n(18)\n3 \nEffect of exchange rates\n— \n(3)\nTotal recognized in other comprehensive income\n(355)\n85 \nTotal recognized in net periodic benefit cost and other comprehensive income\n$\n(378)\n$\n103 \n90\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nThe actuarial assumptions are as follows:\n \nU.S. Pension Benefits\nNon-U.S. Pension Benefits\n \nFiscal Year\nFiscal Year\n \n2024\n2023\n2022\n2024\n2023\n2022\nCritical assumptions – projected benefit\nobligation:\n \n \n \n \n \n \nDiscount rate\n5.54% -\n5.75%\n4.73% -\n4.99%\n4.23% -\n4.48%\n1.40% -\n26.40%\n1.30% -\n10.70%\n0.60% -\n25.40%\nRate of compensation increase\n3.90 %\n3.90 %\n4.83 %\n2.85 %\n2.75 %\n2.70 %\nCritical assumptions – net periodic benefit cost:\n \n \n \n \n \n \nDiscount rate – benefit obligation\n4.73% -\n4.99%\n4.23% -\n4.48%\n2.80% -\n3.46%\n1.30% -\n10.70%\n0.60% -\n25.40%\n0.25% -\n12.80%\nDiscount rate – service cost\n4.68% -\n5.07%\n4.12% -\n4.51%\n2.50% -\n3.51%\n1.30% -\n10.70%\n0.60% -\n25.40%\n0.24% -\n12.80%\nDiscount rate – interest cost\n4.73% -\n4.90%\n3.90% -\n4.23%\n2.08% -\n2.87%\n1.30% -\n10.70%\n0.60% -\n25.40%\n0.08% -\n12.80%\nExpected return on plan assets\n6.40% -\n8.10%\n5.30% -\n7.20%\n5.60% -\n7.40%\n4.07 %\n3.48 %\n3.67 %\nRate of compensation increase\n3.90 %\n3.90 %\n3.90% -\n4.83%\n2.75 %\n2.70 %\n2.90 %\nThe Company utilizes a full yield curve approach methodology to estimate the service and interest cost components of net periodic pension cost and\nnet periodic post-retirement benefit cost for the Company’s pension and other post-retirement benefits. The full yield curve approach applies\nspecific spot rates along the yield curve to their underlying projected cash flows in estimation of the cost components. The current yield curves\nrepresent high quality, long-term fixed income instruments.\nThe expected long-term rate of return on plan assets assumptions are determined using a building block approach, considering historical averages\nand real returns of each asset class. In certain countries, where historical returns are not meaningful, consideration is given to local market\nexpectations of long-term returns.\nRetirement Benefit Plan Investment Strategy The Company sponsors trusts that hold the assets for U.S. pension plans and other U.S. post-\nretirement benefit plans, primarily retiree medical benefits. For investment purposes, the Medtronic U.S. pension and other U.S. post-retirement\nbenefit plans employ similar investment strategies with different asset allocation targets.\nThe Company has a Qualified Plan Committee (the Plan Committee) that sets investment guidelines for U.S. pension plans and other U.S. post-\nretirement benefit plans with the assistance of external consultants. These guidelines are established based on market conditions, risk tolerance,\nfunding requirements, and expected benefit payments. The Plan Committee also oversees the investment allocation process, selects the investment\nmanagers, and monitors asset performance. As pension liabilities are long-term in nature, the Company employs a long-term total return approach to\nmaximize the long-term rate of return on plan assets for a prudent level of risk. An annual analysis on the risk versus the return of the investment\nportfolio is conducted to justify the expected long-term rate of return assumption.\nThe investment portfolios contain a diversified allocation of investment categories, including equities, fixed income securities, hedge funds, and\nprivate equity. Securities are also diversified in terms of domestic and international, short- and long-term, growth and value styles, large cap and\nsmall cap stocks, and active and passive management.\nOutside the U.S., pension plan assets are typically managed by decentralized fiduciary committees. There is significant variation in policy asset\nallocation from country to country. Local regulations, funding rules, and financial and tax considerations are part of the funding and investment\nallocation process in each country. The weighted average target asset allocations at April 26, 2024 for the plans are 42% equity securities, 34% debt\nsecurities, and 24% other.\nThe plans did not hold any investments in the Company’s ordinary shares at April 26, 2024 or April 28, 2023.\n91\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nThe Company’s U.S. plans target asset allocations at April 26, 2024, compared to the U.S. plans actual asset allocations at April 26, 2024 and\nApril 28, 2023 by asset category, are as follows:\nU.S. Plans\nTarget Allocation\nActual Allocation\n \nApril 26, 2024\nApril 26, 2024\nApril 28, 2023\nAsset Category:\nEquity securities\n34 %\n39 %\n36 %\nDebt securities\n51 \n40 \n46 \nOther\n15 \n21 \n19 \nTotal\n100 %\n100 %\n100 %\nStrong performance on equity securities during the fiscal year resulted in asset allocations different than targets. Management expects to move the\nallocations closer to target over the intermediate term.\nRetirement Benefit Plan Asset Fair Values The following is a description of the valuation methodologies used for retirement benefit plan assets\nmeasured at fair value:\nShort-term investments: Short-term investments include money market funds. These investments are valued at the closing price reported in the\nactive markets in which the individual security is traded.\nMutual funds: Comprised of investments in equity and fixed income securities held in pooled investment vehicles. The valuations of mutual funds\nare based on the respective net asset values which are determined by the fund daily at market close. The net asset values are calculated based on the\nvaluation of the underlying assets which are determined using observable inputs. The net asset values are publicly reported.\nEquity commingled trusts: Comprised of investments in equity securities held in pooled investment vehicles. The valuations of equity commingled\ntrusts are based on the respective net asset values which are determined by the fund daily at market close. The net asset values are calculated based\non the valuation of the underlying assets which are determined using observable inputs. The net asset values are not publicly reported, and funds are\nvalued at the net asset value practical expedient.\nFixed income commingled trusts: Comprised of investments in fixed income securities held in pooled investment vehicles. The valuations of fixed\nincome commingled trusts are based on the respective net asset values which are determined by the fund, either daily or monthly depending on the\ninvestment, at market close. The net asset values are reported by the investment manager based on the valuation of the underlying assets held by the\nfund, less its liabilities. The net asset values are not publicly reported, and funds are valued at the net asset value practical expedient.\nPartnership units: Partnership units include investment partnerships that provide exposure to long/short equity, absolute return strategies, private\nequity investments, and real estate investments. The net asset values are reported by the investment manager based on the valuation of the\nunderlying assets held by the partnerships, less its liabilities. The net asset values are not publicly reported, and funds are valued at the net asset\nvalue practical expedient.\nRegistered investment companies: Valued at net asset values which are not publicly reported. The net asset values are calculated based on the\nvaluation of the underlying assets. The underlying assets are valued at the quoted market prices of shares held by the plan at year-end in the active\nmarket on which the individual securities are traded.\nInsurance contracts: Comprised of investments in collective (group) insurance contracts, consisting of individual insurance policies. The\npolicyholder is the employer, and each member is the owner/beneficiary of their individual insurance policy. These policies are a part of the\ninsurance company’s general portfolio and participate in the insurer’s profit-sharing policy on an excess yield basis.\nMeasurement using net asset value as a practical expedient is not used when it is determined to be probable that the fund will sell the investment for\nan amount different than the reported net asset value.\nThe methods described above may produce fair values that may not be indicative of net realizable value or reflective of future fair values.\nFurthermore, while the Company believes its valuation methodologies are appropriate and consistent with other market participants, the use of\ndifferent methodologies or assumptions to determine fair value of certain financial instruments could result in a different fair value measurement at\nthe reporting date.\n92\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nThe following tables provide information by level for the retirement benefit plan assets that are measured at fair value, as defined by U.S. GAAP.\nCertain investments for which the fair value is measured using the net asset value per share (or its equivalent) practical expedient are not presented\nwithin the fair value hierarchy. The fair value amounts presented for these investments are intended to permit reconciliation to the total fair value of\nplan assets at April 26, 2024 and April 28, 2023.\nU.S. Pension Benefits\n \nFair Value at\n \n \nFair Value Measurements\nUsing Inputs Considered as\nInvestments\nMeasured at Net\nAsset Value\n(in millions)\nApril 26, 2024\nLevel 1\nLevel 2\nLevel 3\nShort-term investments\n$\n80 \n$\n80 \n$\n— \n$\n— \n$\n— \nMutual funds\n106 \n106 \n— \n— \n— \nEquity commingled trusts\n942 \n— \n— \n— \n942 \nFixed income commingled trusts\n1,273 \n— \n— \n— \n1,273 \nPartnership units\n1,151 \n— \n— \n— \n1,151 \n$\n3,551 \n$\n186 \n$\n— \n$\n— \n$\n3,366 \n \nFair Value at\nFair Value Measurements\nUsing Inputs Considered as\nInvestments\nMeasured at Net\nAsset Value\n(in millions)\nApril 28, 2023\nLevel 1\nLevel 2\nLevel 3\nShort-term investments\n$\n114 \n$\n114 \n$\n— \n$\n— \n$\n— \nMutual funds\n114 \n114 \n— \n— \n— \nEquity commingled trusts\n1,211 \n— \n— \n— \n1,211 \nFixed income commingled trusts\n968 \n— \n— \n— \n968 \nPartnership units\n992 \n— \n— \n992 \n— \n$\n3,398 \n$\n227 \n$\n— \n$\n992 \n$\n2,179 \nThe following tables provide a reconciliation of the beginning and ending balances of U.S. pension benefit assets measured at fair value that used\nsignificant unobservable inputs (Level 3):\n(in millions)\nPartnership Units\nApril 29, 2022\n$\n1,011 \nTotal realized gains, net\n67 \nTotal unrealized gains, net\n151 \nPurchases and sales, net\n(238)\nApril 28, 2023\n$\n992 \n93\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nNon-U.S. Pension Benefits\n \nFair Value at\nFair Value Measurements\nUsing Inputs Considered as\nInvestments\nMeasured at Net\nAsset Value\n(in millions)\nApril 26, 2024\nLevel 1\nLevel 2\nLevel 3\nRegistered investment companies\n$\n1,617 \n$\n— \n$\n— \n$\n— \n$\n1,617 \nInsurance contracts\n42 \n— \n— \n42 \n— \n$\n1,659 \n$\n— \n$\n— \n$\n42 \n$\n1,617 \n \nFair Value at\nFair Value Measurements\nUsing Inputs Considered as\nInvestments\nMeasured at Net\nAsset Value\n(in millions)\nApril 28, 2023\nLevel 1\nLevel 2\nLevel 3\nRegistered investment companies\n$\n1,571 \n$\n— \n$\n— \n$\n— \n$\n1,571 \nInsurance contracts\n44 \n— \n— \n44 \n— \n$\n1,614 \n$\n— \n$\n— \n$\n44 \n$\n1,571 \nNon-U.S. pension benefit assets that are valued using significant unobservable inputs (Level 3) was $42 million and $44 million as of April 26, 2024\nand April 28, 2023, respectively.\nThe Company reviews the fair value hierarchy classification on an annual basis. During the year, the Company reclassified certain investments in\nthe U.S. pension plan from Level 3 to investments measured using net asset value as a practical expedient. Outside of the reclassification, there were\nno transfers into or out of Level 3 for both the U.S. and non-U.S. pension plans during the fiscal years ended April 26, 2024 and April 28, 2023.\nRetirement Benefit Plan Funding It is the Company’s policy to fund retirement costs within the limits of allowable tax deductions. During fiscal\nyear 2024, the Company made discretionary contributions of approximately $32 million to the U.S. pension plan. Internationally, the Company\ncontributed approximately $40 million for pension benefits during fiscal year 2024. The Company anticipates that it will make contributions of $30\nmillion and $45 million to its U.S. pension benefit plans and non-U.S. pension benefit plans, respectively, in fiscal year 2025. Based on the\nguidelines under the U.S. Employee Retirement Income Security Act of 1974 and the various guidelines which govern the plans outside the U.S.,\nthe majority of anticipated fiscal year 2025 contributions will be discretionary. The Company believes that pension assets, returns on invested\npension assets, and Company contributions will be able to meet its pension and other post-retirement obligations in the future.\nRetiree benefit payments, which reflect expected future service, are anticipated to be paid as follows:\n(in millions)\nGross Payments\nFiscal Year\nU.S. Pension\nBenefits\nNon-U.S. Pension\nBenefits\n2025\n$\n184 \n$\n71 \n2026\n193 \n61 \n2027\n201 \n66 \n2028\n211 \n68 \n2029\n218 \n74 \n2030 – 2034\n1,165 \n417 \nPost-retirement Benefit Plans The net periodic benefit cost associated with the Company’s post-retirement benefit plans was income of $16\nmillion, $11 million, and $20 million in fiscal years 2024, 2023, and 2022, respectively. The Company’s projected benefit obligation for all post-\nretirement benefit plans was $235 million and $261 million at April 26, 2024 and April 28, 2023, respectively. The Company’s fair value of plan\nassets for all post-retirement benefit plans was $308 million and $302 million at April 26, 2024 and April 28, 2023, respectively. The post-retirement\nbenefit plan assets at both April 26, 2024 and April 28, 2023 primarily comprised of equity and fixed commingled trusts, consistent with the U.S.\nretirement benefit plan assets outlined in the fair value leveling tables above.\nDefined Contribution Savings Plans The Company has defined contribution savings plans that cover substantially all U.S. employees and certain\nnon-U.S. employees. The general purpose of these plans is to provide additional financial security during retirement by providing employees with an\nincentive to make regular savings. Company contributions to the plans are based on employee contributions\n94\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nand Company performance. Expense recognized under these plans was $471 million, $390 million, and $403 million in fiscal years 2024, 2023, and\n2022, respectively.\n16. Leases\nThe Company leases office, manufacturing, and research facilities and warehouses, as well as transportation, data processing, and other equipment.\nThe Company determines whether a contract is a lease or contains a lease at inception date. Upon commencement, the Company recognizes a right-\nof-use asset and lease liability. Right-of-use assets represent the Company's right to use the underlying asset for the lease term. Lease liabilities are\nthe Company's obligation to make the lease payments arising from a lease. As the Company’s leases typically do not provide an implicit rate, the\nCompany’s lease liabilities are measured on a discounted basis using the Company's incremental borrowing rate. Lease terms used in the recognition\nof right-of-use assets and lease liabilities include only options to extend the lease that are reasonably certain to be exercised. Additionally, lease\nterms underlying the right-of-use assets and lease liabilities consider terminations that are reasonably certain to be executed.\nThe Company's lease agreements include leases that have both lease and associated nonlease components. The Company has elected to account for\nlease components and the associated nonlease components as a single lease component. The consolidated balance sheets do not include recognized\nassets or liabilities for leases that, at the commencement date, have a term of twelve months or less and do not include an option to purchase the\nunderlying asset that is reasonably certain to be exercised. The Company recognizes such leases in the consolidated statements of income on a\nstraight-line basis over the lease term. Additionally, the Company recognizes variable lease payments not included in its lease liabilities in the period\nin which the obligation for those payments is incurred. Variable lease payments for fiscal year 2024, 2023, and 2022 were not material.\nThe Company's lease agreements include leases accounted for as operating leases and those accounted for as finance leases. The right-of-use assets,\nlease liabilities, lease costs, cash flows, and lease maturities associated with the Company's finance leases were not material to the consolidated\nfinancial statements at April 26, 2024 or April 28, 2023 or for fiscal year 2024, 2023 and 2022. Finance lease right-of-use assets are included in\nproperty, plant, and equipment, net, and finance lease liabilities are included in current debt obligations and long-term debt on the consolidated\nbalance sheets.\nThe following table summarizes the balance sheet classification of the Company's operating leases and amounts of the right-of-use assets and lease\nliabilities at April 26, 2024 and April 28, 2023:\n(in millions)\nBalance Sheet Classification\nApril 26, 2024\nApril 28, 2023\nRight-of-use assets\nOther assets\n$\n1,012 \n$\n1,041 \nCurrent liability\nOther accrued expenses\n183 \n180 \nNon-current liability\nOther liabilities\n840 \n869 \nThe following table summarizes the weighted-average remaining lease term and weighted-average discount rate for the Company's operating leases\nat April 26, 2024 and April 28, 2023:\nApril 26, 2024\nApril 28, 2023\nWeighted-average remaining lease term\n8.8 Years\n9.1 Years\nWeighted-average discount rate\n3.4%\n2.4%\nThe following table summarizes the components of total operating lease cost for fiscal year 2024, 2023, and 2022:\nFiscal Year\n(in millions)\n2024\n2023\n2022\nOperating lease cost\n$\n232 \n$\n211  $\n195 \nShort-term lease cost\n41 \n62 \n65 \nTotal operating lease cost\n$\n273 \n$\n273  $\n260 \n95\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nThe following table summarizes the cash paid for amounts included in the measurement of operating lease liabilities and right-of-use assets obtained\nin exchange for operating lease liabilities for fiscal year 2024, 2023, and 2022:\nFiscal Year\n(in millions)\n2024\n2023\n2022\nCash paid for amounts included in the measurement of operating lease liabilities\n$\n232 \n$\n210  $\n174 \nRight-of-use assets obtained in exchange for operating lease liabilities\n220 \n417 \n78 \nThe following table summarizes the maturities of the Company's operating leases at April 26, 2024:\n(in millions)\nFiscal Year\nOperating Leases\n2025\n$\n203 \n2026\n178 \n2027\n151 \n2028\n113 \n2029\n88 \nThereafter\n444 \nTotal expected lease payments\n1,177 \nLess: Imputed interest\n(154)\nTotal lease liability\n$\n1,024 \nThe Company makes certain products available to customers under lease arrangements, including arrangements whereby equipment is placed with\ncustomers who then purchase consumable products to accompany the use of the equipment. Income arising from arrangements where the Company\nis the lessor is recognized within net sales in the consolidated statements of income and the Company's net investments in sales-type leases are\nincluded in other current assets and other assets in the consolidated balance sheets. Lessor income and the related assets and lease maturities were\nnot material to the consolidated financial statements at or for the fiscal year ended April 26, 2024 and April 28, 2023.\n96\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\n17. Accumulated Other Comprehensive Loss\nThe following table provides changes in accumulated other comprehensive loss (AOCI), net of tax, and by component:\n(in millions)\nUnrealized (Loss)\nGain on\nInvestment\nSecurities\nCumulative\nTranslation\nAdjustments\nNet Investment\nHedges\nNet Change in\nRetirement\nObligations\nUnrealized Gain\n(Loss) on Cash\nFlow Hedges\nTotal Accumulated\nOther\nComprehensive\n(Loss) Income\nApril 30, 2021\n$\n92 \n$\n(519)\n$\n(1,458)\n$\n(1,347)\n$\n(253)\n$\n(3,485)\nOther comprehensive income (loss)\nbefore reclassifications\n(304)\n(2,080)\n2,299 \n514 \n781 \n1,210 \nReclassifications\n3 \n— \n— \n60 \n(54)\n9 \nOther comprehensive income (loss)\n(301)\n(2,080)\n2,299 \n574 \n727 \n1,219 \nApril 29, 2022\n$\n(209)\n$\n(2,599)\n$\n841 \n$\n(773)\n$\n474 \n$\n(2,265)\nOther comprehensive income (loss)\nbefore reclassifications\n(78)\n(240)\n(596)\n26 \n184 \n(704)\nReclassifications\n29 \n— \n— \n6 \n(565)\n(530)\nOther comprehensive income (loss)\n(49)\n(240)\n(596)\n32 \n(381)\n(1,234)\nApril 28, 2023\n$\n(258)\n$\n(2,839)\n$\n245 \n$\n(741)\n$\n93 \n$\n(3,499)\nOther comprehensive income (loss)\nbefore reclassifications\n29 \n(846)\n633 \n205 \n438 \n457 \nReclassifications\n17 \n— \n— \n7 \n(302)\n(278)\nOther comprehensive income (loss)\n46 \n(846)\n633 \n212 \n136 \n180 \nApril 26, 2024\n$\n(212)\n$\n(3,686)\n$\n878 \n$\n(529)\n$\n229 \n$\n(3,318)\nThe income tax on gains and losses on investment securities in other comprehensive income before reclassifications during fiscal years 2024, 2023,\nand 2022 was an expense of $4 million, a benefit of $21 million, and a benefit of $51 million, respectively. During fiscal years 2024, 2023, and\n2022, realized gains and losses on investment securities reclassified from AOCI were reduced by income taxes of $5 million, $9  million and\n$1 million, respectively. When realized, gains and losses on investment securities reclassified from AOCI are recognized within other non-operating\nincome, net. Refer to Note 5 for additional information.\nDuring fiscal years 2024, 2023, and 2022, the income tax on cumulative translation adjustment was an expense of $3 million, a benefit of\n$5 million, and a benefit of $8 million, respectively.\nDuring fiscal years 2024, 2023, and 2022, there were no tax impacts on net investment hedges. Refer to Note 7 for additional information.\nThe net change in retirement obligations in other comprehensive income includes amortization of net actuarial losses included in net periodic benefit\ncost. The income tax on the net change in retirement obligations in other comprehensive income before reclassifications during fiscal years 2024,\n2023, and 2022 resulted in an expense of $79 million, $6 million, and $134 million, respectively. During fiscal years 2024, 2023, and 2022, the\ngains and losses on defined benefit and pension items reclassified from AOCI were reduced by income taxes of  $2 million, $9  million, and\n$20 million, respectively. When realized, net gains and losses on defined benefit and pension items reclassified from AOCI are recognized within\nother non-operating income, net. Refer to Note 15 for additional information.\nThe income tax on unrealized gains and losses on cash flow hedges in other comprehensive income before reclassifications during fiscal years 2024,\n2023, and 2022 was an expense of $103 million, $56 million, and $152 million, respectively. Amounts reclassified from AOCI related to cash flow\nhedges included income taxes of $66 million, $133 million, and $26 million for fiscal years 2024, 2023, and 2022, respectively. When realized,\ngains and losses on currency exchange rate contracts reclassified from AOCI are recognized within other operating expense (income), net or cost of\nproducts sold. Refer to Note 7 for additional information.\n97\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\n18. Commitments and Contingencies\nLegal Matters\nThe Company and its affiliates are involved in a number of legal actions from time to time involving product liability, employment, intellectual\nproperty and commercial disputes, shareholder related matters, environmental proceedings, tax disputes, and governmental proceedings and\ninvestigations, including those described below. With respect to governmental proceedings and investigations, like other companies in our industry,\nthe Company is subject to extensive regulation by national, state, and local governmental agencies in the United States and in other jurisdictions in\nwhich the Company and its affiliates operate. As a result, interaction with governmental agencies is ongoing. The Company’s standard practice is to\ncooperate with regulators and investigators in responding to inquiries. The outcomes of legal actions are not within the Company’s complete control\nand may not be known for prolonged periods of time. In some actions, the enforcement agencies or private claimants seek damages, as well as other\ncivil or criminal remedies (including injunctions barring the sale of products that are the subject of the proceeding), that could require significant\nexpenditures, result in lost revenues, or limit the Company's ability to conduct business in the applicable jurisdictions.\nThe Company records a liability in the consolidated financial statements on an undiscounted basis for loss contingencies related to legal actions\nwhen a loss is known or considered probable and the amount may be reasonably estimated. If the reasonable estimate of a known or probable loss is\na range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably\npossible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. When determining the\nestimated loss or range of loss, significant judgment is required. Estimates of probable losses resulting from litigation and governmental proceedings\ninvolving the Company are inherently difficult to predict, particularly when the matters are in early procedural stages with incomplete scientific\nfacts or legal discovery, involve unsubstantiated or indeterminate claims for damages, potentially involve penalties, fines or punitive damages, or\ncould result in a change in business practice. The Company classifies certain specified litigation charges and gains related to significant legal matters\nas certain litigation charges in the consolidated statements of income. During fiscal years 2024, 2023, and 2022, the Company recognized\n$149 million of certain litigation charges, $30 million of certain litigation income, and $95 million of certain litigation charges, respectively. At\nApril 26, 2024 and April 28, 2023, accrued litigation was approximately $0.2  billion and $0.3  billion, respectively. The ultimate cost to the\nCompany with respect to accrued litigation could be materially different than the amount of the current estimates and accruals and could have a\nmaterial adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows. The Company includes accrued litigation in\nother accrued expenses and other liabilities on the consolidated balance sheets. While it is not possible to predict the outcome for most of the legal\nmatters discussed below, the Company believes it is possible that the costs associated with these matters could have a material adverse impact on the\nCompany’s consolidated earnings, financial position, and/or cash flows.\nIntellectual Property Matters\nAt any given time, the Company is involved in litigation relating to patents, trademarks, copyrights, trade secrets, and other intellectual property (IP)\nrights, and licenses, acquisitions or other agreements relating to such rights. This litigation includes, but is not limited to, alleged infringement or\nmisappropriation of IP rights, or breach of obligations related to IP rights, or other claims asserted by competitors, individuals, or, consistent with a\ngrowing trend across technology-intensive industries, other entities created specifically to fund IP litigation. While the outcome of these litigation\nmatters is inherently uncertain, it is possible that the results of such litigation could require the Company to pay significant monetary damages\nand/or royalty payments, and negatively impact the Company's ability to sell current or future products, which could have a material adverse impact\non the Company's business, results of operations, financial condition, and cash flows.\nColibri\nThe Company is a defendant in patent litigation brought by Colibri Heart Valve LLC (Colibri) in the U.S. District Court for the Central District of\nCalifornia. Colibri alleges infringement of one patent by the Company’s Evolut family of transcatheter aortic valve replacement devices. The patent\nasserted by Colibri has expired. On February 8, 2023, a jury returned a verdict against the Company for approximately $106 million. In July 2023,\nthe Company filed its appeal with the U.S. Court of Appeals for the Federal Circuit. The Company has not recognized an expense in connection with\nthis matter because it does not currently believe a loss is probable.\nProduct Liability Matters\nHernia Mesh Litigation\nStarting in fiscal year 2020, plaintiffs began filing lawsuits against certain subsidiaries of the Company in U.S. state and federal courts that allege\npersonal injury from hernia mesh products sold by those subsidiaries. As of May 15, 2024, the Company and certain of its subsidiaries have been\nnamed as defendants in lawsuits filed on behalf of approximately 8,350 individual plaintiffs, and certain plaintiffs’\n98\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nlaw firms have advised the Company that they may file additional cases in the future. Approximately 6,700 plaintiffs have pending lawsuits in a\ncoordinated proceeding in Massachusetts state court, where they have been consolidated before a single judge. Approximately 500 plaintiffs have\npending lawsuits in a coordinated action in Minnesota state court, and there are approximately 1,150 actions coordinated in a federal Multidistrict\nLitigation in the U.S. District Court for the District of Massachusetts plus six one-off cases filed in other courts. The pending lawsuits relate almost\nentirely to hernia mesh products that have not been subject to recalls, withdrawals, or other adverse regulatory action. The Company has not\nrecorded an expense related to damages in connection with these matters because any potential loss is not currently probable and reasonably\nestimable. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from these matters.\nDiabetes Pump Retainer Ring Litigation\nStarting in fiscal year 2021, plaintiffs began filing lawsuits against the Diabetes operating unit in U.S. state and federal courts alleging personal\ninjury from Series 600 insulin pumps with allegedly defective clear retainer rings that were subject to field corrective actions in 2019 and 2021. As\nof May 14, 2024, 27 lawsuits have been filed on behalf of a total of 107 individual plaintiffs, and certain plaintiffs’ law firms have notified the\nCompany that they may file additional lawsuits in the future on behalf of thousands of additional claimants. Most of the filed suits are coordinated\nin California state court. The Company has not recorded an expense related to damages in connection with these matters because any potential loss\nis not currently probable and reasonably estimable. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may\nresult from these matters.\nEnvironmental Proceedings\nThe Company is a successor to several investigation and cleanup actions at various stages related to environmental remediation matters at a number\nof sites, including in Orrington, Maine. These projects relate to a variety of activities, including removal of solvents, metals and other hazardous\nsubstances from soil and groundwater. The ultimate cost of site cleanup and timing of future cash flows is difficult to predict given uncertainties\nregarding the extent of the required cleanup, the interpretation of applicable laws and regulations, and alternative cleanup methods.\nThe Company is also a successor to a party named in a lawsuit filed in the U.S. District Court for the District of Maine in the early 2000's by the\nNatural Resources Defense Council and the Maine People's Alliance relating to mercury contamination of the Penobscot River and Bay and options\nfor remediating such contamination. In March 2021, the parties notified the court that they had agreed on a settlement in principle of all issues in\nthis matter, and in September 2022 the parties filed a joint motion for final approval by the court. In October 2022, the court issued a final order\napproving the settlement and the parties are working with consultants on implementation of remedial activities. The final court order did not result\nin a change to the Company's previous accrual for this matter.\nThe Company's accrued expenses for these various environmental proceedings are included within accrued litigation as discussed above.\nAnti-Corruption Matters\nThe Company has regular and ongoing interactions with governmental agencies, and its practice is to cooperate with such inquiries. In addition,\nfrom time to time, the Company self-discloses potential concerns to governmental regulators. Like many in the medical device industry or with\ninternational operations, the Company engages in periodic discussions with the U.S. Securities and Exchange Commission, U.S. Department of\nJustice, and various authorities in China regarding certain activities, including in China. The Company is committed to regularly evaluating and, as\nappropriate, strengthening its anti-corruption compliance programs and practices. Any possible future determination that certain of our operations\nand activities, and/or those of our third-party distributors, are not in compliance with existing laws could result in the imposition of fines, penalties,\nand equitable remedies in the United States or in other jurisdictions. The Company has not recorded an expense in connection with these matters\nbecause any potential loss is not currently probable and reasonably estimable. Additionally, the Company is unable to reasonably estimate the range\nof loss, if any, that may result from these matters.\nIncome Taxes\nIn March 2009, the IRS issued its audit report on Medtronic, Inc. for fiscal years 2005 and 2006. Medtronic, Inc. reached agreement with the IRS on\nsome, but not all matters related to these fiscal years. The remaining unresolved issue for fiscal years 2005 and 2006 relates to the allocation of\nincome between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico, which is one of the Company's key manufacturing sites.\nThe U.S. Tax Court (Tax Court) reviewed this dispute, and in June 2016, issued an opinion with respect to the allocation of income between the\nparties for fiscal years 2005 and 2006 whereby it generally rejected the IRS’s position, but also made certain modifications to the Medtronic, Inc. tax\nreturns as filed. In April 2017, the IRS filed a Notice of Appeal to the U.S. Court of Appeals for the Eighth Circuit regarding the Tax Court opinion.\nThe U.S. Court of Appeals issued its opinion in August 2018 and remanded the case back to the Tax Court for additional factual findings. The Tax\nCourt issued its second opinion in August 2022, the IRS filed a Notice of\n99\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nAppeal to the U.S. Court of Appeals for the Eighth Circuit in September 2023, and Medtronic subsequently filed a cross-appeal in October 2023.\nThe IRS has issued its audit reports on Medtronic, Inc. for fiscal years 2007 through 2016. Medtronic, Inc. and the IRS have reached agreement on\nall significant issues except for the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico for the\nbusinesses that are the subject of the U.S. Tax Court matter for fiscal years 2005 and 2006.\nMedtronic, Inc.’s fiscal years 2017, 2018, and 2019 U.S. federal income tax returns are currently being audited by the IRS.\nCovidien LP (a wholly owned subsidiary of Medtronic plc) has either reached agreement with the IRS or the statute of limitations has lapsed on its\nU.S. federal income tax returns through fiscal year 2020.\nAlthough it is not possible to predict the outcome for most of the income tax matters discussed above, the Company believes it is possible that\ncharges associated with these matters could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash\nflows.\nRefer to Note 13 for additional discussion of income taxes.\nGuarantees\nIn the normal course of business, the Company and/or its affiliates periodically enter into agreements that require one or more of the Company\nand/or its affiliates to indemnify customers or suppliers for specific risks, such as claims for injury or property damage arising as a result of the\nCompany or its affiliates’ products, the negligence of the Company's personnel, or claims alleging that the Company's products infringe on third-\nparty patents or other intellectual property. The Company also offers warranties on various products. The Company’s maximum exposure under\nthese guarantees is unable to be estimated. Historically, the Company has not experienced significant losses on these types of guarantees.\nThe Company believes the ultimate resolution of the above guarantees is not expected to have a material effect on the Company’s consolidated\nearnings, financial position, and/or cash flows.\n19. Segment and Geographic Information\nThere were no changes to the reportable segments during the fiscal year ended April 26, 2024. We continue to have four reportable segments:\nCardiovascular Portfolio, Neuroscience Portfolio, Medical Surgical Portfolio, and Diabetes Operating Unit. However, there were changes to the\noperating segments during fiscal year 2024 as a result of how the Chief Operating Decision Maker (CODM) assesses business performance. During\nthe first quarter of fiscal year 2024, the Medical Surgical Portfolio was separated into two operating segments as a result of the previously\ncontemplated separation of the PMRI businesses, which were previously aggregated based upon similar economic and operating characteristics. In\naddition, during the first quarter of fiscal year 2024, there were certain Medical Surgical businesses that were moved to the Other line, which\nprimarily related to wind-down activity of the Company's Renal Care Solutions business that was contributed to Mozarc Medical in April 2023.\nSubsequently, as a result of the February 2024 decision to exit the Company's ventilator product line and retain and combine the remaining PMRI\nbusinesses into one business unit as further discussed in Note 3, the two operating segments within the Medical Surgical Portfolio were combined\ninto one operating segment, and the Company's ventilator product line, which was in the Medical Surgical Portfolio, was moved to the Other line\nduring the fourth quarter of fiscal year 2024. Prior period amounts have been recast to reflect the new reporting structure.\nThe Company's management has chosen to organize the entity based upon therapy solutions provided by each segment. The four principal segments\nare strategic businesses that are managed separately, as each one develops and manufactures products and provides services oriented toward targeted\ntherapy solutions.\nThe primary products and services from which the Cardiovascular Portfolio segment derives its revenues include products for the diagnosis,\ntreatment, and management of cardiac rhythm disorders and cardiovascular disease, as well as services to diagnose, treat, and manage heart and\nvascular-related disorders and diseases.\nThe primary products and services from which the Neuroscience Portfolio segment derives its revenues include those focused on neurostimulation\ntherapies and drug delivery systems for the treatment of chronic pain, as well as various areas of the spine and brain, along with pelvic health and\nconditions of the ear, nose, and throat.\nThe primary products and services from which the Medical Surgical Portfolio segment derives its revenues include those focused on diseases of the\nrespiratory system, gastrointestinal tract, lungs, pelvic region, obesity, and other preventable complications.\n100\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nThe primary products from which the Diabetes Operating Unit segment derives its revenues include those focused on diabetes management,\nincluding insulin pumps, continuous glucose monitoring systems and sensors, and smart insulin pens.\nSegment disclosures are on a performance basis, consistent with internal management reporting. Net sales of the Company's segments include end-\ncustomer revenues from the sale of products the segment develops, manufactures, and distributes. Refer to Note 2 for discussion on net sales by\nsegment. There are certain corporate and centralized expenses that are not allocated to the segments. The Company's management evaluates the\nperformance of the segments and allocates resources based on net sales and segment operating profit. Segment operating profit represents income\nbefore income taxes, excluding interest income or expense, amortization of intangible assets, centralized distribution costs, currency impact of\nremeasurement and hedging, non-operating income or expense items, certain corporate charges, stock-based compensation, and other items not\nallocated to the segments. Prior period amounts have been recast to reallocate certain expenses from segment operating profit to centralized\ndistribution costs to conform to classifications used in the current year as a result in a change to the segment operating profit metric used by the\nCODM to assess business performance and allocate resources.\nThe accounting policies of the segments are the same as those described in Note 1. Certain depreciable assets may be recorded by one segment,\nwhile the depreciation expense is allocated to another segment. The allocation of depreciation expense is based on the proportion of the assets used\nby each segment.\nSegment Operating Profit\n \nFiscal Year\n(in millions)\n2024\n2023\n2022\nCardiovascular\n$\n4,474 \n$\n4,522 \n$\n4,596 \nNeuroscience\n3,940 \n3,712 \n3,858 \nMedical Surgical\n3,170 \n3,048 \n3,698 \nDiabetes\n394 \n383 \n588 \nReportable segment operating profit\n11,979 \n11,664 \n12,740 \nOther operating segment \n10 \n(89)\n(31)\nCorporate\n(1,784)\n(1,763)\n(1,724)\nInterest expense\n(719)\n(636)\n(553)\nOther non-operating income, net\n412 \n515 \n318 \nAmortization of intangible assets\n(1,693)\n(1,698)\n(1,733)\nStock-based compensation\n(393)\n(355)\n(358)\nCentralized distribution costs\n(1,609)\n(1,558)\n(1,741)\nCurrency \n68 \n465 \n70 \nRestructuring and associated costs\n(389)\n(647)\n(335)\nAcquisition and divestiture-related items\n(777)\n(345)\n(838)\nCertain litigation charges, net\n(149)\n30 \n(95)\nIPR&D charges\n— \n— \n(101)\nMedical device regulations\n(119)\n(150)\n(102)\nCommitments to the Medtronic Foundation and Medtronic LABS\n— \n(70)\n— \nIncome before income taxes\n$\n4,837 \n$\n5,364 \n$\n5,517 \n(1) Includes the historical operations and ongoing transition agreements from businesses the Company has exited or divested, which primarily includes the\nCompany's ventilator product line and the Renal Care Solutions business.\n(2) Includes the net impact of remeasurement and the Company's hedging programs recorded in other operating expense (income), net.\n(1)\n(2)\n101\n\n\nTable of Contents\nMedtronic plc\nNotes to Consolidated Financial Statements (Continued)\nTotal Assets and Depreciation Expense\nTotal Assets\nDepreciation Expense\n(in millions)\nApril 26, 2024\nApril 28, 2023\n2024\n2023\n2022\nCardiovascular\n$\n16,128 \n$\n16,036 \n$\n199 \n$\n209 \n$\n210 \nNeuroscience\n18,270 \n18,346 \n252 \n267 \n265 \nMedical Surgical\n33,586 \n34,926 \n194 \n203 \n186 \nDiabetes\n3,996 \n3,930 \n94 \n80 \n67 \nTotal reportable segments\n71,980 \n73,238 \n739 \n759 \n728 \nOther operating segment\n547 \n1,337 \n— \n2 \n18 \nCorporate\n17,455 \n16,373 \n215 \n238 \n228 \nTotal\n$\n89,981 \n$\n90,948 \n$\n954 \n$\n999 \n$\n974 \n(1) Includes the historical operations and ongoing transition agreements from businesses the Company has exited or divested, which primarily includes the\nCompany's ventilator product line and the Renal Care Solutions business.\nGeographic Information\nNet sales are attributed to the country based on the location of the customer taking possession of the products or in which the services are rendered.\nGeographic property, plant, and equipment are attributed to the country based on the physical location of the assets.\nThe following table presents net sales for fiscal years 2024, 2023, and 2022, and property, plant, and equipment, net at April 26, 2024 and April 28,\n2023 for the Company's country of domicile, countries with significant concentrations, and all other countries:\nNet sales\nProperty, plant, and equipment, net\n(in millions)\n2024\n2023\n2022\nApril 26, 2024\nApril 28, 2023\nIreland\n$\n113 \n$\n98 \n$\n101 \n$\n252 \n$\n184 \nUnited States\n16,562 \n16,373 \n16,135 \n4,593 \n4,083 \nRest of world\n15,689 \n14,756 \n15,450 \n1,286 \n1,302 \nTotal other countries, excluding Ireland\n32,251 \n31,129 \n31,585 \n5,879 \n5,385 \nTotal\n$\n32,364 \n$\n31,227 \n$\n31,686 \n$\n6,131 \n$\n5,569 \nNo single customer represented over 10 percent of the Company’s consolidated net sales in fiscal years 2024, 2023, or 2022.\n (1)\n102\n\n\nTable of Contents\nItem 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure\nNot applicable.\nItem 9A. Controls and Procedures\nDisclosure Controls and Procedures\nOur management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design\nand operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the\nExchange Act)) and changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) as of\nthe end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded\nthat, as of the end of the period covered by this annual report, our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange\nAct) are effective.\nManagement’s Annual Report on Internal Control Over Financial Reporting\nManagement is responsible for establishing and maintaining adequate internal control over financial reporting for the Company (as defined in\nExchange Act Rule 13a-15(f)). Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the\nframework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission\n(COSO). Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of April 26,\n2024. The effectiveness of the Company's internal control over financial reporting as of April 26, 2024 has been audited by PricewaterhouseCoopers\nLLP, an independent registered public accounting firm, as stated in their report which is included in “Item 8. Financial Statements and\nSupplementary Data” in this Annual Report on Form 10-K.\nChanges in Internal Control Over Financial Reporting\nDuring the quarter ended April 26, 2024, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) under\nthe Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.\nItem 9B. Other Information\nRule 10b5-1 Director and Officer Trading Arrangements\nDuring the quarter ended April 26, 2024, none of our directors or officers adopted or terminated a \"Rule 10b5-1 trading arrangement\" or a \"non-Rule\n10b5-1 trading arrangement,\" as those terms are defined in Item 408 of Regulation S-K.\nExchange Act Section 3(r) Disclosure\nAs reported in our Quarterly Report on Form 10-Q for the first quarter of fiscal year 2024, Medtronic has engaged in certain activities that it is\nrequired to disclose pursuant to Section 13(r)(1)(D)(ii) of the Securities Exchange Act of 1934, as amended. In particular, during the first quarter of\nfiscal year 2024, Medtronic engaged in certain regulatory activities involving Russia’s Federal Security Service (“FSB”) related to its medical\ndevices that were expressly authorized by the U.S. Government under applicable economic sanctions regulations.\nDuring the first quarter of fiscal year 2024, in the normal course of business and consistent with the OFAC authorizations as in effect at the time,\nMedtronic Russia filed a total of one notification with the FSB, as required under local Russian law for the import of medical devices that make use\nof encryption functionality. These activities did not directly result in any revenues or profits for Medtronic. Medtronic did not engage in these\nactivities during the second, third, and fourth quarters of fiscal year 2024. To the extent that notifications with the FSB remain permissible under\nU.S. law, Medtronic may decide to continue engaging in such activities for the limited purposes of complying with local law requirements in Russia.\nItem 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections\nNot Applicable.\n103\n\n\nTable of Contents\nPART III\nPart III of this Annual Report on Form 10-K incorporates information by reference from the Company's 2024 definitive proxy statement, which will\nbe filed no later than 120 days after April 26, 2024.\nItem 10. Directors, Executive Officers, and Corporate Governance\nThe sections entitled “Proposal 1 — Election of Directors — Directors and Nominees” and “Corporate Governance — Committees of the Board and\nMeetings” in the Company's Proxy Statement for our 2024 Annual General Meeting of Shareholders, which will be filed no later than 120 days after\nApril 26, 2024, are incorporated herein by reference.\nThe Company has adopted an insider trading policy which governs the purchase, sale, and/or any other dispositions of our securities by directors,\nofficers and employees and other covered persons and is designed to promote compliance with insider trading laws, rules and regulations, and listing\nstandards applicable to the Company. A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.\nSet forth below are the names and ages of our Executive Officers of Medtronic, as well as information regarding their positions with Medtronic,\ntheir periods of service in these capacities, and their business experiences. There are no family relationships among any of the officers named, nor is\nthere any arrangement or understanding pursuant to which any person was selected as an officer.\nThe following table shows the name, age, and position as of April 26, 2024 of each of our Executive Officers:\nName\nAge\n Position with the Company\nGeoffrey S. Martha\n54\nChairman and Chief Executive Officer\nIvan K. Fong\n62\nExecutive Vice President, General Counsel and Corporate Secretary of the Company\nRobert ten Hoedt\n63\nExecutive Vice President and President, Global Regions\nMichael Marinaro\n53\nExecutive Vice President and President, Medical Surgical Portfolio and Surgical Operating Unit\nKaren L. Parkhill\n58\nExecutive Vice President and Chief Financial Officer\nSean Salmon\n59\nExecutive Vice President and President, Cardiovascular Portfolio\nGregory L. Smith\n60\nExecutive Vice President, Global Operations and Supply Chain\nBrett Wall\n59\nExecutive Vice President and President, Neuroscience Portfolio\nGeoffrey S. Martha, age 54, is Chairman of the Board of Directors and Chief Executive Officer of Medtronic. Mr. Martha assumed the role of CEO\non April 27, 2020 and became Chairman of the Board on December 11, 2020. Prior to his role as Chairman and CEO, he served as President of\nMedtronic from November 2019 through April 2020 and joined the Board of Directors in November 2019. Previously, Mr. Martha served as\nExecutive Vice President and President, Restorative Therapies Group, a role he held since August 2015. Mr. Martha previously served as Senior\nVice President of Strategy and Business Development of the Company beginning in January 2015 and of Medtronic, Inc. beginning in August 2011.\nPrior to that, he served as Managing Director of Business Development at GE Healthcare from April 2007 to July 2011; General Manager for GE\nCapital Technology Finance Services from November 2003 to March 2007; Senior Vice President, Business Development for GE Capital Vendor\nFinancial Services from February 2002 to October 2003; General Manager for GE Capital Colonial Pacific Leasing from February 2001 to January\n2002; and Vice President, Business Development for Potomac Federal, the GE Capital federal financing investment bank from May 1998 to January\n2001.\nIvan K. Fong, age 62, has been Executive Vice President, General Counsel and Corporate Secretary of the Company since February 2022. Prior to\nthat, he held several leadership positions at 3M Company from 2012 to 2022, including Executive Vice President, Chief Legal and Policy Officer\nand Secretary. Prior to joining 3M Company, Mr. Fong served as General Counsel of the U.S. Department of Homeland Security from 2009 to 2012.\nPrior to his role with the U.S. Government, he was Chief Legal Officer and Secretary for Cardinal Health, Inc from 2005 to 2009.\nRobert ten Hoedt, age 63, is Executive Vice President and President of the Global Regions. He previously served as Executive Vice President and\nPresident, EMEA Region of the Company since January 2015 and of Medtronic, Inc. since May 2014, as well as President, APAC Region since\nMarch 2022. Prior to that, he was Senior Vice President and President, EMEA and Canada from 2009 to 2014; Vice President CardioVascular\nEurope and Central Asia from 2006 to 2009; Vice President and General Manager, Vitatron from 1999 to 2006; Gastro-Uro leader from 1994 to\n1999; and Marketing Manager, Neurological from 1991 to 1994.\nMichael Marinaro, age 53, has served as Executive Vice President and President, Surgical Operating Unit since February 2023. Mr. Marinaro\npreviously served as President of Surgical Robotics and, prior thereto, was President of the Cardiac Rhythm Management Operating Unit. Mr.\nMarinaro joined Medtronic in 2000 and has led numerous businesses across the company during that time.\n104\n\n\nTable of Contents\nKaren L. Parkhill, age 58, joined the Company as Executive Vice President and Chief Financial Officer in June 2016. From 2011 to 2016, Ms.\nParkhill served as Vice Chairman and Chief Financial Officer of Comerica Incorporated. Ms. Parkhill was a member of Comerica’s Management\nExecutive Committee and the Comerica Bank Board of Directors. Prior to joining Comerica, Ms. Parkhill worked for J.P. Morgan Chase & Co. in\nvarious capacities from 1992 to 2011, including serving as Chief Financial Officer of the Commercial Banking business from 2007 to 2011.\nSean Salmon, age 59, has been Executive Vice President and President of Medtronic's Cardiovascular Portfolio since January 2021. Mr. Salmon\npreviously served as Executive Vice President and President of the Diabetes Operating Unit (previously known as Diabetes Group) from October\n2019 to May 2022. Prior to that, he served as Senior Vice President and President of Coronary and Structural Heart Business within the Cardiac and\nVascular Group of the Company beginning in July 2014. Mr. Salmon is a seasoned leader who has been with Medtronic since 2004 and spent the\npast 16 years in increasingly senior levels of management. Prior to joining Medtronic, Mr. Salmon worked at CR Bard and Johnson & Johnson.\nGregory Smith, age 60, is Executive Vice President, Global Operations and Supply Chain, a position he has held since April 2021. Prior to joining\nMedtronic, he was Executive Vice President of U.S. Supply Chain at Walmart. In addition, Mr. Smith served as Senior Vice President, Global\nOperations at The Goodyear Tire & Rubber Company, and held leadership roles at ConAgra Foods, United Signature Foods, VDK Frozen Foods\nand Quaker Oats.\nBrett Wall, age 59, is Executive Vice President and President of Medtronic’s Neuroscience Portfolio. Mr. Wall previously served as Senior Vice\nPresident and President of the Brain Therapies division of Medtronic within the Restorative Therapies Group from March 2016 to November 2019.\nPrior to that, Mr. Wall served as SVP and President of Medtronic’s Neurovascular business. Prior to joining Medtronic, he served as Covidien’s SVP\nand President of Neurovascular as well as Senior Vice President and President of the International Vascular Therapies business for Covidien. Mr.\nWall also served as Senior Vice President and President, International at ev3, Inc. From 2000 to 2008, Brett held various marketing and sales\npositions with ev3, Inc. and Micro Therapeutics, Inc. Mr. Wall has also worked at Boston Scientific as Director of Marketing, Cardiovascular, Asia\nPacifica and Marketing Manager, Japan, from September 1995 to September 2000.\nItem 11. Executive Compensation\nThe information required by Item 11 will be included in our Proxy Statement for the 2024 Annual General Meeting of Shareholders under the\nheadings “Corporate Governance — Director Compensation,” “Corporate Governance — Committees of the Board and Meetings,” “Compensation\nDiscussion and Analysis,” “Executive Compensation,” and “Compensation Committee Report,” and is incorporated herein by reference. The Proxy\nStatement will be filed no later than 120 days after April 26, 2024.\nItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters\nThe information required by Item 12 will be included in our Proxy Statement for the 2024 Annual General Meeting of Shareholders under the\nheadings “Share Ownership Information — Significant Shareholders,” “Share Ownership Information — Beneficial Ownership of Management,”\nand “Executive Compensation — Equity Compensation Plan Information,” and is incorporated herein by reference. The Proxy Statement will be\nfiled no later than 120 days after April 26, 2024.\nItem 13. Certain Relationships and Related Transactions, and Director Independence\nThe information required by Item 13 will be included in our Proxy Statement for the 2024 Annual General Meeting of Shareholders under the\nheadings “Corporate Governance — Director Independence” and “Corporate Governance — Related Party Transactions and Other Matters,” and is\nincorporated herein by reference. The Proxy Statement will be filed no later than 120 days after April 26, 2024.\nItem 14. Principal Accounting Fees and Services\nThe information required by Item 14 will be included in our Proxy Statement for the 2024 Annual General Meeting of Shareholders under the\nheadings “Corporate Governance — Committees of the Board and Meetings” and “Audit and Non-Audit Fees,” and is incorporated herein by\nreference. The Proxy Statement will be filed no later than 120 days after April 26, 2024.\n105\n\n\nTable of Contents\nPART IV\nItem 15. Exhibits and Financial Statement Schedules\n(a)\n1. Financial Statement Schedule\n \nSchedule II. Valuation and Qualifying Accounts — fiscal years ended April 26, 2024, April 28, 2023, and April 29, 2022.\nMEDTRONIC PLC AND SUBSIDIARIES\nSCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS\n(in millions)\nAdditions\nDeductions\nBalance at\nBeginning of\nFiscal Year\nCharges to Income\nCharges to Other\nAccounts\nOther Changes\n(Debit) Credit\nBalance\nat End of\nFiscal Year\nAllowance for doubtful accounts and\ncredit losses:\n \n \n   \n \nFiscal year ended April 26, 2024\n$\n176 \n$\n90 \n$\n— \n$\n(93) (a)\n$\n173 \nFiscal year ended April 28, 2023\n230 \n73 \n— \n(127) (a)\n176 \nFiscal year ended April 29, 2022\n241 \n58 \n— \n(69) (a)\n230 \nDeferred tax valuation allowance:\nFiscal year ended April 26, 2024\n$\n11,311 \n$\n1,522 \n$\n3  (b)\n$\n(108) (c)\n$\n13,271 \n545 (e)\n(2) (d)\nFiscal year ended April 28, 2023\n6,583 \n4,779 \n39  (b)\n(63) (c)\n11,311 \n \n1 (d)\n(27) (e)\nFiscal year ended April 29, 2022\n5,822 \n884 \n(19) (d)\n(103) (c)\n6,583 \n(a) Primarily consists of uncollectible accounts written off, less recoveries.\n(b) Reflects the impact from acquisitions.\n(c) Primarily reflects carryover attribute utilization and expiration.\n(d) Primarily reflects the effects of currency fluctuations.\n(e) Primarily reflects the impacts from tax rate changes.\nAll other schedules are omitted because they are not applicable or the required information is shown in the financial statements or\nnotes thereto.\n2. Exhibits\nExhibit No.\nDescription\n3.1\nCertificate of Incorporation of Medtronic plc (incorporated by reference to Exhibit 3.1 to Medtronic plc’s Current Report\non Form 8-K, filed on January 27, 2015, File No. 001-36820).\n3.2\nAmended and Restated Memorandum and Articles of Association of Medtronic plc (incorporated by reference to Exhibit\n3.2 to Medtronic plc’s Registration Statement on Form S-3, filed on February 6, 2017, File No. 333-215895).\n4.1\nForm of Indenture between Medtronic, Inc. and Wells Fargo Bank, National Association regarding 2009 offering\n(incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s Registration Statement on Form S-3, filed on March 9,\n2009, File No. 333-157777).\n4.2\nFirst Supplemental Indenture, dated March 12, 2009, between Medtronic, Inc. and Wells Fargo Bank, National\nAssociation (including the Forms of Notes thereof) (incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s Current\nReport on Form 8-K, filed on March 12, 2009, File No. 001-07707).\n4.3\nSecond Supplemental Indenture, dated March 16, 2010, between Medtronic, Inc. and Wells Fargo Bank, National\nAssociation (including the Forms of Notes thereof) (incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s Current\nReport on Form 8-K, filed on March 16, 2010, File No. 001-07707).\n106\n\n\nTable of Contents\n4.4\nThird Supplemental Indenture, dated March 15, 2011, between Medtronic, Inc. and Wells Fargo Bank, National\nAssociation (including the Forms of Notes thereof) (incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s Current\nreport on Form 8-K, filed on March 16, 2011, File No. 001-07707).\n4.5\nFourth Supplemental Indenture, dated March 19, 2012, between Medtronic, Inc. and Wells Fargo Bank, National\nAssociation (including the Forms of Notes thereof) (incorporated by reference to Exhibit 4.2 to Medtronic, Inc.’s Current\nReport on Form 8-K, filed on March 20, 2012, File No. 001-07707).\n4.6\nFifth Supplemental Indenture, dated March 26, 2013, between Medtronic, Inc. and Wells Fargo Bank, National\nAssociation (including the Forms of Notes thereof) (incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s Current\nReport on Form 8-K, filed on March 26, 2013, File No. 001-07707).\n4.7\nSixth Supplemental Indenture, dated February 27, 2014, between Medtronic, Inc. and Wells Fargo Bank, National\nAssociation (including the Form of Global Note thereof) (incorporated by reference to Exhibit 4.2 to Medtronic, Inc.’s\nCurrent Report on Form 8-K, filed on February 27, 2014, File No. 001-07707).\n4.8\nSeventh Supplemental Indenture, dated as of January 26, 2015, by and among Medtronic plc, Medtronic, Inc., Medtronic\nGlobal Holdings S.C.A. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.2 to\nMedtronic plc’s Current Report on Form 8-K12B, filed on January 27, 2015, File No. 001-36820).\n4.9\nIndenture, dated December 10, 2014, between Medtronic, Inc. and Wells Fargo Bank, National Association (incorporated\nby reference to Exhibit 4.1 to Medtronic, Inc.’s Current Report on Form 8-K filed with the Commission on December 10,\n2014, File No. 001-07707).\n4.10\nFirst Supplemental Indenture, dated December 10, 2014, between Medtronic, Inc. and Wells Fargo Bank, National\nAssociation (including Form of Floating Rate Senior Notes due 2020, Form of 1.500% Senior Notes due 2018, Form of\n2.500% Senior Notes due 2020, Form of 3.150% Senior Notes due 2022, Form of 3.500% Senior Notes due 2025, Form\nof 4.375% Senior Notes due 2035 and Form of 4.625% Senior Notes due 2045) (incorporated by reference to Exhibit 4.2\nof Medtronic, Inc.’s Current Report on Form 8-K filed with the Commission on December 10, 2014, File No. 001-\n07707).\n4.11\nSecond Supplemental Indenture, dated as of January 26, 2015, by and among Medtronic plc and Wells Fargo Bank,\nNational Association (incorporated by reference to Exhibit 4.3 to Medtronic plc’s Current Report on Form 8-K12B, filed\non January 27, 2015, File No. 001-36820).\n4.12\nThird Supplemental Indenture, dated as of January 26, 2015, by and among Medtronic Global Holdings S.C.A. and\nWells Fargo Bank, National Association (incorporated by reference to Exhibit 4.4 to Medtronic plc’s Current Report on\nForm 8-K12B, filed on January 27, 2015, File No. 001-36820).\n4.13\nFourth Supplemental Indenture to Medtronic, Inc. Senior Indenture, dated as of February 22, 2023, among Medtronic\nGlobal Holdings, S.C.A., Medtronic, Inc. and Medtronic plc and Computershare Trust Company, N.A. (as successor to\nWells Fargo Bank, N.A.), as trustee (incorporated by reference to Exhibit 4.9 to Medtronic plc’s Registration Statement\non Form S-3, filed on March 3, 2023)\n4.14\nFifth Supplemental Indenture to Medtronic, Inc. Senior Indenture, dated as of June 3, 2024, among Medtronic, Inc.,\nMedtronic plc, Medtronic Global Holdings S.C.A., Computershare Trust Company, N.A., as trustee, and Elavon\nFinancial Services DAC, UK Branch (incorporated by reference to Exhibit 4.1 to Medtronic plc’s Form 8-K, filed on\nJune 3, 2024)\n4.15\nIndenture, dated as of October 22, 2007, by and among Covidien International Finance S.A., Covidien Ltd. and Deutsche\nBank Trust Company Americas (incorporated by reference to Exhibit 4.1(a) to Covidien plc’s Current Report on Form 8-\nK filed on October 22, 2007, File No. 001-33259).\n4.16\nFourth Supplemental Indenture, dated as of October 22, 2007, by and among Covidien International Finance S.A.,\nCovidien Ltd. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1(e) to Covidien\nplc’s Current Report on Form 8-K filed on October 22, 2007, File No. 001-33259).\n4.17\nFifth Supplemental Indenture, dated as of June 4, 2009, by and among Covidien International Finance S.A., Covidien\nLtd., Covidien plc and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to Covidien\nplc’s Current Report on Form 8-K12G3 filed on June 5, 2009, File No. 001-33259).\n4.18\nSixth Supplemental Indenture, dated as of June 28, 2010, among Covidien International Finance S.A., Covidien Ltd.,\nCovidien plc and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to Covidien plc’s\nCurrent Report on Form 8-K filed on June 28, 2010, File No. 001-33259).\n4.19\nSeventh Supplemental Indenture, dated as of May 30, 2012, among Covidien International Finance S.A., Covidien Ltd.,\nCovidien plc and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to Covidien plc’s\nCurrent Report on Form 8-K filed on May 30, 2012, File No. 001-33259).\n4.20\nEighth Supplemental Indenture, dated as of May 16, 2013, among Covidien International Finance S.A., Covidien Ltd.,\nCovidien plc and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to Covidien plc’s\nCurrent Report on Form 8-K filed on May 16, 2013, File No. 001-33259).\n107\n\n\nTable of Contents\n4.21\nNinth Supplemental Indenture, dated as of January 26, 2015, by and among Medtronic plc, Medtronic Global Holdings\nS.C.A., Covidien public limited company, Covidien International Finance S.A., Covidien Ltd. and Deutsche Bank Trust\nCompany Americas (incorporated by reference to Exhibit 4.5 to Medtronic plc’s Current Report on Form 8-K12B, filed\non January 27, 2015, File No. 001-36820).\n4.22\nSenior Indenture, dated as of March 28, 2017, by and among Medtronic plc, Medtronic Global Holdings S.C.A.,\nMedtronic, Inc., and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 4.1 to Medtronic plc’s Current Report\non Form 8-K, filed on March 28, 2017, File No. 001-36820).\n4.23\nFirst Supplemental Indenture, dated as of March 28, 2017, by and among Medtronic plc, Medtronic Global Holdings\nS.C.A., Medtronic, Inc., and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit  4.2 to Medtronic plc’s\nCurrent Report on Form 8-K, filed on March 28, 2017, File No. 001-36820).\n4.24\nSecond Supplemental Indenture, dated as of March 7, 2019, by and among Medtronic plc, Medtronic Global Holdings\nS.C.A., Medtronic, Inc., Wells Fargo Bank, N.A., and Elavon Financial Services DAC, UK Branch (incorporated by\nreference to Exhibit 4.1 to Medtronic plc’s Current Report on Form 8-K, filed on March 7, 2019, File No. 001-36820).\n4.25\nThird Supplemental Indenture, dated as of July 2, 2019, among Medtronic Global Holdings S.C.A., Medtronic, Inc. and\nMedtronic plc, Wells Fargo Bank, N.A., as trustee, and Elavon Financial Services DAC (incorporated by reference to\nExhibit 4.1 to Medtronic plc' Current Report on Form 8-K, filed July 2, 2019, File No. 001-36820).\n4.26\nFourth Supplemental Indenture, dated as of September 29, 2020, among Medtronic Global Holdings S.C.A., Medtronic,\nInc. and Medtronic plc, Wells Fargo Bank, N.A., as trustee, and Elavon Financial Services DAC, as paying agent\n(including the forms of the 2023 Notes, the 2025 Notes, the 2028 Notes, the 2032 Notes, the 2040 Notes and the 2050\nNotes) (incorporated by reference to Exhibit 4.1 to Medtronic plc' Current Report on Form 8-K, filed September 29,\n2020, File No. 001-36820).\n4.27\nFifth Supplemental Indenture, dated as of September 21, 2022, among Medtronic Global Holdings S.C.A., Medtronic,\nInc. and Medtronic plc, Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as trustee, and\nElavon Financial Services DAC, as paying agent (including the forms of the 2025 Notes, the 2028 Notes, the 2031 Notes\nand the 2034 Notes) (incorporated by reference to Exhibit 4.1 to Medtronic plc’s Current Report on Form 8-K filed on\nSeptember 21, 2022, File No. 001-36820).\n4.28\nSixth Supplemental Indenture, dated as of February 22, 2023, among Medtronic Global Holdings S.C.A., Medtronic, Inc.\nand Medtronic plc, and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as trustee\n(incorporated by reference to Exhibit 4.2 to Medtronic plc’s Registration Statement on Form S-3, filed on March 3, 2023,\nFile No. 333-270272).\n4.29\nSeventh Supplemental Indenture, dated as of March 30, 2023, among Medtronic Global Holdings S.C.A., Medtronic,\nInc. and Medtronic plc, and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as trustee\n(including the forms of the 2028 Notes and the 2033 Notes) (incorporated by reference to Exhibit 4.2 to Medtronic plc’s\nCurrent Report on Form 8-K filed on March 30, 2023, File No. 001-36820).\n#4.30\nDescription of Registrant's Securities.\n10.1\nAmended and Restated Credit Agreement, dated as of December 12, 2018, by and among Medtronic Global Holdings,\nSCA, certain subsidiaries named therein, Medtronic, Inc., Medtronic PLC, the lenders from time to time party thereto,\nand Bank of America, N.A. as Administration Agent (incorporated by reference to Exhibit 10.1 to Medtronic plc’s\nCurrent Report on Form 8-K, filed on December 13, 2018, File No. 001-36820).\n10.2\nAmendment No. 1 and Extension Agreement to the Amended and Restated Credit Agreement, dated as of December 12,\n2019, among Medtronic Global Holdings S.C.A., Medtronic, Inc., Medtronic PLC, the Lenders party thereto and Bank of\nAmerica, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on\nForm 10-Q, filed on February 28, 2020, File No. 001-36820).\n10.3\nTerm Loan Agreement, dated as of May 12, 2020, among Medtronic Global Holdings S.C.A., Medtronic, Inc., Medtronic\nPLC, the Lenders party thereto and Mizuho Bank, LTD., as Administrative Agent (incorporated by reference to Exhibit\n10.1 to Medtronic plc’s Current Report on Form 8-K, filed on May 12, 2020, File No. 001-36820).\n10.4\nTerm Loan Agreement, dated as of May 2, 2022, by and among Medtronic Global Holdings S.C.A., Medtronic, Inc.,\nMedtronic plc, and Mizuho Bank, Ltd., as administrative agent and as lender (incorporated by reference to Exhibit 10.1\nto Medtronic plc’s Current Report on Form 8-K, filed on May 2, 2022, File No. 001-36820).\n10.5\nForm of Deed of Indemnification (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on Form\n8-K12B, filed on January 27, 2015, File No. 001-36820).\n108\n\n\nTable of Contents\n10.6\nForm of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to Medtronic plc’s Current Report on\nForm 8-K12B, filed on January 27, 2015, File No. 001-36820).\n*10.7\nChange of Control Severance Plan - Section 16B Officers (as amended and restated as of January 26, 2015)\n(incorporated by reference to Exhibit 10.14 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015,\nFile No. 001-36820).\n*10.8\nLetter Agreement by and between Medtronic, Inc. and Karen Parkhill dated May 2, 2016 (incorporated by reference to\nExhibit 10.1 to Medtronic, plc’s Current Report on Form 8-K, filed on May 4, 2016, File No. 001-36820).\n*10.9\nLetter Agreement by and between Medtronic, Inc. and Ivan K. Fong dated November 19, 2021 (incorporated by\nreference to Exhibit 10.1 to Medtronic, plc’s Quarterly Report on Form 10-Q, filed on September 1, 2022).\n*10.10\nOffice of Chairman and Chief Executive Officer Letter Agreement (incorporated by reference to Exhibit 10.1 to\nMedtronic plc’s Quarterly Report on Form 10-Q, filed on December 3, 2019, File No. 001-36820).\n*10.11\nForm of Offer Letter Amendment (incorporated by reference to Exhibit 10.25 to Medtronic plc’s Quarterly Report on\nForm 10-Q for the quarter ended January 23, 2015, filed on February 27, 2015, File No. 001-36820).\n*10.12\n1998 Outside Director Stock Compensation Plan (as amended and restated effective as of January 1, 2008) (incorporated\nby reference to Exhibit 10.3 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 25, 2008,\nfiled on, filed on March 4, 2008, File No. 001-07707).\n*10.13\nAmendment to the 1998 Outside Director Stock Compensation Plan (incorporated by reference to Exhibit 10.2 to\nMedtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No. 001-36820).\n*10.14\n2003 Long-Term Incentive Plan (as amended and restated effective January 1, 2008) (incorporated by reference to\nExhibit 10.4 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2008, filed on March\n4, 2008, File No. 001-07707).\n*10.15\nAmendment to the 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Medtronic plc’s Current\nReport on Form 8-K, filed on January 27, 2015, File No. 001-36820).\n*10.16\nForm of Restricted Stock Award Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit\n10.3 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2005, filed on March 7,\n2005, File No. 001-07707).\n*10.17\nForm of Non-Qualified Stock Option Agreement under 2003 Long-Term Incentive Plan (four year vesting) (incorporated\nby reference to Exhibit 10.1 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2005,\nfiled on March 7, 2005, File No. 001-07707).\n*10.18\nForm of Non-Qualified Stock Option Agreement under 2003 Long-Term Incentive Plan (immediate vesting)\n(incorporated by reference to Exhibit 10.2 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended\nJanuary 28, 2005, filed on March 7, 2005, File No. 001-07707).\n*10.19\nForm of Restricted Stock Units Award Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to\nExhibit 10.20 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 29, 2005, filed on June 29,\n2005, File No. 001-07707).\n*10.20\nForm of Performance Share Award Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to\nExhibit 10.21 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 29, 2005, filed on June 29,\n2005, File No. 001-07707).\n*10.21\nForm of Non-Qualified Stock Option Agreement under 2003 Long-Term Incentive Plan effective June 22, 2006\n(incorporated by reference to Exhibit 10.23 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April\n28, 2006, filed on June 28, 2006, File No. 001-07707).\n*10.22\nForm of Restricted Stock Award Agreement under 2003 Long-Term Incentive Plan effective June 22, 2006 (incorporated\nby reference to Exhibit 10.24 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 28, 2006, filed\non June 28, 2006, File No. 001-07707).\n*10.23\nForm of Restricted Stock Unit Award Agreement under 2003 Long-Term Incentive Plan effective June 22, 2006\n(incorporated by reference to Exhibit 10.25 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April\n28, 2006, filed on June 28, 2006, File No. 001-07707).\n*10.24\nForm of Performance Award Agreement under 2003 Long-Term Incentive Plan effective June 22, 2006 (incorporated by\nreference to Exhibit 10.26 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 28, 2006, filed on\nJune 28, 2006, File No. 001-07707).\n109\n\n\nTable of Contents\n*10.25\nForm of Restricted Stock Award Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit\n10.3 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 26, 2007, filed on December 4,\n2007, File No. 001-07707).\n*10.26\nForm of Restricted Stock Unit Award Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to\nExhibit 10.4 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 26, 2007, filed on\nDecember 4, 2007, File No. 001-07707).\n*10.27\nForm of Non-Qualified Stock Option Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to\nExhibit 10.39 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 25, 2008, filed on June 24,\n2008, File No. 001-07707).\n*10.28\nForm of Restricted Stock Unit Award Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to\nExhibit 10.40 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 25, 2008, filed on June 24,\n2008, File No. 001-07707).\n*10.29\nForm of Restricted Stock Unit Award Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to\nExhibit 10.41 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 25, 2008, filed on June 24,\n2008, File No. 001-07707).\n*10.30\nIsraeli Amendment to the 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to Medtronic, Inc.’s\nQuarterly Report on Form 10-Q for the quarter ended January 25, 2008, filed on March 4, 2008, File No. 001-07707).\n*10.31\n2008 Stock Award and Incentive Plan (as amended and restated effective August 27, 2009) (incorporated by reference to\nExhibit 10.2 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2009, filed on\nDecember 9, 2009, File No. 001-07707).\n*10.32\nAmendment to the 2008 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.4 to Medtronic plc’s\nCurrent Report on Form 8-K, filed on January 27, 2015, File No. 001-36820).\n*10.33\nForm of Restricted Stock Unit Award Agreement under 2008 Stock Award and Incentive Plan (incorporated by reference\nto Exhibit 10.2 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 25, 2008, filed on\nSeptember 3, 2008, File No. 001-07707).\n*10.34\nForm of Restricted Stock Award Agreement under 2008 Stock Award and Incentive Plan (incorporated by reference to\nExhibit 10.3 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 25, 2008, filed on September\n3, 2008, File No. 001-07707).\n*10.35\nForm of Restricted Stock Award Agreement under 2008 Stock Award and Incentive Plan (incorporated by reference to\nExhibit 10.4 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 25, 2008, filed on September\n3, 2008, File No. 001-07707).\n*10.36\nForm of Restricted Stock Unit Award Agreement under 2008 Stock Award and Incentive Plan (incorporated by reference\nto Exhibit 10.5 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 25, 2008, filed on\nSeptember 3, 2008, File No. 001-07707).\n*10.37\nForm of Non-Qualified Stock Option Agreement under 2008 Stock Award and Incentive Plan (incorporated by reference\nto Exhibit 10.6 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 25, 2008, filed on\nSeptember 3, 2008, File No. 001-07707).\n*10.38\nTerms of Non-Employee Director Compensation under 2008 Stock Award and Incentive Plan (incorporated by reference\nto Exhibit 10.42 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 27, 2012, filed on June 26,\n2012, File No. 001-07707).\n*10.39\nForm of Non-Employee Director Initial Option Agreement under 2008 Stock Award and Incentive Plan (incorporated by\nreference to Exhibit 10.1 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 24, 2008,\nfiled on December 3, 2008, File No. 001-07707).\n*10.40\nForm of Non-Employee Director Annual Option Agreement under 2008 Stock Award and Incentive Plan (incorporated\nby reference to Exhibit 10.2 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 24, 2008,\nfiled on December 3, 2008, File No. 001-07707).\n*10.41\nForm of Non-Employee Director Deferred Unit Award Agreement under 2008 Stock Award and Incentive Plan\n(incorporated by reference to Exhibit 10.3 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended\nOctober 24, 2008, filed on December 3, 2008, File No. 001-07707).\n*10.42\nForm of Non-Employee Restricted Stock Unit Award Agreement under Amended and Restated 2013 Stock Award and\nIncentive Plan (incorporated by reference to Exhibit 10.65 to Medtronic plc’s Annual Report on Form 10-K for the year\nended April 24, 2015, filed on June 23, 2015, File No. 001-36820).\n110\n\n\nTable of Contents\n*10.43\nIsraeli Amendment to the Amended and Restated 2013 Stock Award and Incentive Plan (incorporated by reference to\nExhibit 10.10 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No. 001-36820).\n*10.44\nForm of Restricted Stock Award Agreement under Amended and Restated 2013 Stock Award and Incentive Plan\n(incorporated by reference to Exhibit 10.1 to Medtronic plc's Quarterly Report on Form 10-K for the quarter ended July\n28, 2017, filed on September 1, 2017, File No. 001-36820).\n*10.45\nMedtronic plc Amended and Restated 2013 Stock Award and Incentive Plan (as amended and restated generally effective\nDecember 8, 2017) (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on Form 8-K, filed on\nDecember 12, 2017, File No. 001-36820).\n*10.46\nForm of Non-qualified Stock Option Agreement Amended and Restated 2013 Stock Award and Incentive Plan\n(incorporated by reference to Exhibit 10.50 to Medtronic plc’s Annual Report on Form 10-K, filed June 22, 2018, File\nNo. 001-36820).\n*10.47\nForm of Restricted Stock Unit Award Agreement Amended and Restated 2013 Stock Award and Incentive Plan\n(incorporated by reference to Exhibit 10.51 to Medtronic plc’s Annual Report on Form 10-K, filed June 22, 2018, File\nNo. 001-36820).\n*10.48\nForm of Restricted Stock Award Agreement Amended and Restated 2013 Stock Award and Incentive Plan (incorporated\nby reference to Exhibit 10.52 to Medtronic plc’s Annual Report on Form 10-K, filed June 22, 2018, File No. 001-36820)\n*10.49\nForm of Long Term Performance Award Agreement under Amended and Restated 2013 Stock Award and Incentive Plan\n(incorporated by reference to Exhibit 10.53 to Medtronic plc’s Annual Report on Form 10-K, filed June 22, 2018, File\nNo. 001-36820).\n*10.50\nForm of Non-Qualified Stock Option Agreement under Amended and Restated 2013 Stock Award and Incentive Plan\n(incorporated by reference to Exhibit 10.31 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended\nJanuary 23, 2015, filed on February 27, 2015, File No. 001-36820).\n*10.51\nForm of Performance Share Unit Award Agreement under Amended and Restated 2013 Stock Award and Incentive Plan\n(incorporated by reference to Exhibit 10.1 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended\nOctober 30, 2020, filed on December 3, 2020, File No. 001-36820).\n*10.52\nForm of Non-Employee Director Deferred Unit Award Agreement under the 2008 Stock Award and Incentive Plan\n(incorporated by reference to Exhibit 10.3 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended\nOctober 24, 2008, filed on December 3, 2008, File No. 001-07707).\n*10.53\nForm of Non-Qualified Stock Option Agreement under 2013 Stock Award and Incentive Plan (incorporated by reference\nto Exhibit 10.2 to Medtronic, Inc.’s Current Report on Form 8-K, filed on August 27, 2013, File No. 001-07707).\n*10.54\nForm of Restricted Stock Unit Award Agreement (U.S. Employees) under 2013 Stock Award and Incentive Plan\n(incorporated by reference to Exhibit 10.3 to Medtronic, Inc.’s Current Report on Form 8-K, filed on August 27, 2013,\nFile No. 001-07707).\n*10.55\nForm of Restricted Stock Unit Award Agreement (Non-U.S. Employees) under 2013 Stock Award and Incentive Plan\n(incorporated by reference to Exhibit 10.4 to Medtronic, Inc.’s Current Report on Form 8-K, filed on August 27, 2013,\nFile No. 001-07707).\n*10.56\nForm of Restricted Stock Unit Award Agreement (Time-Based) under 2013 Stock Award and Incentive Plan\n(incorporated by reference to Exhibit 10.5 to Medtronic, Inc.’s Current Report on Form 8-K, filed on August 27, 2013,\nFile No. 001-07707).\n*10.57\nForm of Restricted Stock Unit Award Agreement (Israeli-Employees) under 2013 Stock Award and Incentive Plan\n(incorporated by reference to Exhibit 10.8 to Medtronic, Inc.’s Current Report on Form 8-K, filed on August 27, 2013,\nFile No. 001-07707).\n*10.58\nForm of Non-Qualified Stock Option Agreement under Amended and Restated 2013 Stock Award and Incentive Plan\n(incorporated by reference to Exhibit 10.48 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended\nJanuary 23, 2015, filed on February 27, 2015, File No. 001-36820).\n*10.59\nForm of Restricted Stock Unit Award Agreement under Amended and Restated 2013 Stock Award and Incentive Plan\n(incorporated by reference to Exhibit 10.49 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended\nJanuary 23, 2015, filed on February 27, 2015, File No. 001-36820).\n*10.60\nForm of Restricted Stock Unit Award Agreement under Amended and Restated 2013 Stock Award and Incentive Plan\n(incorporated by reference to Exhibit 10.50 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended\nJanuary 23, 2015, filed on February 27, 2015, File No. 001-36820).\n111\n\n\nTable of Contents\n*10.61\nForm of Restricted Stock Unit Award Agreement under Amended and Restated 2013 Stock Award and Incentive Plan\n(incorporated by reference to Exhibit 10.51 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended\nJanuary 23, 2015, filed on February 27, 2015, File No. 001-36820).\n*10.62\nForm of Stock Option Agreement under Amended and Restated 2013 Stock Award and Incentive Plan (incorporated by\nreference to Exhibit 10.53 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 23, 2015,\nfiled on February 27, 2015, File No. 001-36820).\n*10.63\nForm of Restricted Stock Unit Award Agreement under Amended and Restated 2013 Stock Award and Incentive Plan\n(incorporated by reference to Exhibit 10.54 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended\nJanuary 23, 2015, filed on February 27, 2015, File No. 001-36820).\n*10.64\nForm of Restricted Stock Award Agreement under Amended and Restated 2013 Stock Award and Incentive Plan\n(incorporated by reference to Exhibit 10.69 to Medtronic plc’s Annual Report on Form 10-K for the year ended April 24,\n2020, filed on June 19, 2020, File No. 001-36820).\n*10.65\nForm of Non-Qualified Stock Option Agreement under Amended and Restated 2013 Stock Award and Incentive Plan\n(incorporated by reference to Exhibit 10.70 to Medtronic plc’s Annual Report on Form 10-K for the year ended April 24,\n2020, filed on June 19, 2020, File No. 001-36820).\n*10.66\nMedtronic plc Incentive Plan (as amended and restated effective January 26, 2015) (incorporated by reference to Exhibit\n10.11 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No. 001-36820).\n*10.67\nMedtronic plc Supplemental Executive Retirement Plan (as restated generally effective January 26, 2015) (incorporated\nby reference to Exhibit 10.15 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No. 001-\n36820).\n*10.68\nMedtronic Non-Qualified Retirement Plan Supplemental (restated November 6, 2020, and formerly known as the\nSupplemental Executive Retirement Plan) (incorporated by reference to Exhibit 10.3 to Medtronic plc’s Quarterly Report\non Form 10-Q for the quarter ended October 30, 2020, filed on December 3, 2020, File No. 001-36820).\n*10.69\nMedtronic plc Savings and Investment Plan (as amended and restated generally effective January 26, 2015)\n(incorporated by reference to Exhibit 4.22 to Medtronic plc’s Registration Statement on Form S-8 filed on January 28,\n2015, File No. 333-201737).\n*10.70\nMedtronic plc Puerto Rico Employees’ Savings and Investment Plan (as amended and restated generally effective\nJanuary 26, 2015) (incorporated by reference to Exhibit 4.23 to Medtronic plc’s Registration Statement on Form S-8\nfiled on January 28, 2015, File No. 333-201737).\n*10.71\nMedtronic plc Capital Accumulation Plan Deferral Program (as amended and restated generally effective January 26,\n2015) (incorporated by reference to Exhibit 10.13 to Medtronic plc’s Current Report on Form 8-K, filed on January 27,\n2015, File No. 001-36820).\n*10.72\nCapital Accumulation Plan Deferral Program (as amended and restated generally effective January 1, 2017)\n(incorporated by reference to Exhibit 10.1 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended\nOctober 28, 2016, filed on December 5, 2016, File No. 001-36820).\n*10.73\nAmended and Restated Covidien Supplemental Savings and Retirement Plan (restated November 6, 2020) (incorporated\nby reference to Exhibit 10.2 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2020,\nfiled on December 3, 2020, File No. 001-36820).\n*10.74\nMedtronic Capital Accumulation Plan Deferral Program (restated November 6, 2020) (incorporated by reference to\nExhibit 10.4 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2020, filed on\nDecember 3, 2020, File No. 001-36820).\n10.75\nAmendment No. 3 and Extension Agreement to the Amended and Restated Credit Agreement, dated as of December 13,\n2021, by and among Medtronic Global Holdings S.C.A., certain subsidiaries of Medtronic plc from time to time party\nthereto, Medtronic, Inc., Medtronic plc, the lenders from time to time party thereto and Bank of America N.A., as\nadministrative agent. (incorporated by reference to Exhibit 10.01 to Medtronic plc’s Current Report on Form 8-K, filed\non December 14, 2021, File No. 001-36820).\n*10.76\nMedtronic Capital Accumulation Plan Deferral Program (as restated generally effective January 1, 2017) (Conformed\nthrough the Amendment generally effective as of January 1, 2022) (incorporated by reference to Exhibit 10.1 to\nMedtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2022, filed on March 3, 2022, File No.\n001-36820).\n*10.77\n2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.2 to Medtronic plc’s Quarterly\nReport on Form 10-Q for the quarter ended January 28, 2022, filed on March 3, 2022, File No. 001-36820).\n112\n\n\nTable of Contents\n*10.78\nPerformance Share Unit Agreement 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit\n10.3 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2022, filed on March 3, 2022,\nFile No. 001-36820).\n*10.79\nNon-Qualified Stock Option Agreement 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to\nExhibit 10.4 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2022, filed on March\n3, 2022, File No. 001-36820).\n*10.80\nRestricted Stock Unit Award Agreement for awards vesting 100% on the third anniversary of the grant date - 2021\nMedtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.5 to Medtronic plc’s Quarterly Report\non Form 10-Q for the quarter ended January 28, 2022, filed on March 3, 2022, File No. 001-36820).\n*10.81\nRestricted Stock Unit Award Agreement for awards vesting ratably on the first, second, third, and fourth anniversary of\nthe grant date - 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.6 to Medtronic\nplc’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2022, filed on March 3, 2022, File No. 001-\n36820).\n10.82\nAmendment No. 4 and Extension Agreement to the Amended and Restated Credit Agreement dated as of December 12,\n2022 (incorporated by reference to Exhibit 10.1 to Medtronic plc's Quarterly Report on Form 10-Q for the quarter ended\nJanuary 27, 2023, filed on March 1, 2023, File No. 001-36820).\n10.83\nAnnex I to Amendment No. 4 and Extension Agreement to the Amended and Restated Credit Agreement dated as of\nDecember 12, 2022 (incorporated by reference to Exhibit 10.1 to Medtronic plc's Quarterly Report on Form 10-Q for the\nquarter ended January 27, 2023, filed on March 1, 2023, File No. 001-36820).\n10.84\nAmendment No. 2 and Extension Agreement to the Amended and Restated Credit Agreement dated as of December 12,\n2020 (incorporated by reference to Exhibit 10.85 to Medtronic plc’s Annual Report on Form 10-K for the year ended\nApril 28, 2023, filed on June 22, 2023, File No. 001-36820).\n10.85\nMedtronic Nonqualified Retirement Plan Supplement dated as of April 28, 2023 (incorporated by reference to Exhibit\n10.86 to Medtronic plc’s Annual Report on Form 10-K for the year ended April 28, 2023, filed on June 22, 2023, File\nNo. 001-36820)\n*10.86\nPerformance Share Unit Award Agreement 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to\nExhibit 10.1 to Medtronic plc’s Quarterly Report on Form 10-Q filed on August 31, 2023, File No. 001-36820).\n*10.87\nRestricted Stock Unit Award Agreement 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to\nExhibit 10.2 to Medtronic plc’s Quarterly Report on Form 10-Q filed on August 31, 2023, File No. 001-36820).\n*10.88\nRestricted Stock Unit Award Agreement 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to\nExhibit 10.3 to Medtronic plc’s Quarterly Report on Form 10-Q filed on August 31, 2023, File No. 001-36820).\n*10.89\nNon-Qualified Stock Option Agreement 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to\nExhibit 10.4 to Medtronic plc’s Quarterly Report on Form 10-Q filed on August 31, 2023, File No. 001-36820).\n*10.90\nMedtronic plc 2024 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to Medtronic plc’s\nCurrent Report on Form 8-K filed on October 23, 2023, File No. 001-36820).\n#19\nMedtronic plc Global Insider Trading Policy\n#21\nList of Subsidiaries of Medtronic plc.\n#22\nList of Senior Notes, Issuers and Guarantors.\n#23\nConsent of Independent Registered Public Accounting Firm.\n#24\nPower of Attorney.\n#31.1\nCertification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.\n#31.2\nCertification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.\n#32.1\nCertification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.\n#32.2\nCertification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.\n#97\nMedtronic plc Policy For The Recovery of Erroneously Awarded Compensation\n#101.SCH\nXBRL Taxonomy Extension Schema Document\n113\n\n\nTable of Contents\n#101.CAL\nXBRL Taxonomy Extension Calculation Linkbase Document\n#101.DEF\nXBRL Taxonomy Extension Definition Linkbase Document\n#101.LAB\nXBRL Taxonomy Extension Label Linkbase Document\n#101.PRE\nXBRL Taxonomy Extension Presentation Linkbase Document\n#104\nCover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)\n*Exhibits that are management contracts or compensatory plans or arrangements.\n#Filed herewith\nItem 16. Form 10-K Summary\nRegistrants may voluntarily include a summary of information required by Form 10-K under this Item 16. The Company has not elected to include\nsuch summary information.\n114\n\n\nTable of Contents\nSIGNATURES\nPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on\nits behalf by the undersigned, thereunto duly authorized.\n \nMedtronic plc\n \n \n \nDated: June 20, 2024\nBy: \n/s/ Geoffrey S. Martha\n \n \nGeoffrey S. Martha\n \n \nChairman and Chief Executive Officer\nPursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the following persons on behalf of the\nregistrant and in the capacities and on the dates indicated.\n \nMedtronic plc\n \n \nDated: June 20, 2024\nBy: \n/s/ Geoffrey S. Martha\n \n \nGeoffrey S. Martha\n \n \nChairman and Chief Executive Officer\n \n \n(Principal Executive Officer)\n \n \n \n \n \nDated: June 20, 2024\nBy:\n/s/ Karen L. Parkhill\n \n \nKaren L. Parkhill\n \n \nExecutive Vice President and Chief Financial Officer\n(Principal Financial Officer)\nDated: June 20, 2024\nBy:\n/s/ Jennifer M. Kirk\nJennifer M. Kirk\nSenior Vice President, Global Controller and Chief\nAccounting Officer\n(Principal Accounting Officer)\n \n \n \n \nDirectors\n \n \nCraig Arnold*\nScott C. Donnelly*\nLidia Fonseca*\nAndrea J. Goldsmith, Ph.D.*\n \n \nRandall J. Hogan*\nGregory P. Lewis*\nKevin E. Lofton*\nGeoffrey S. Martha\nElizabeth G. Nabel, M.D.*\n \n \nDenise M. O’Leary*\n \n \nKendall J. Powell*\n*Ivan K. Fong, by signing his name hereto, does hereby sign this document on behalf of each of the above named directors of the registrant pursuant\nto powers of attorney duly executed by such persons.\nDated: June 20, 2024\nBy: \n/s/ Ivan K. Fong\n \nIvan K. Fong\n115","difficulty":"hard","domain":"Single-Document QA","length":"medium","question":"Which of the following is a highlight of Medtronic’s performance in fiscal year 2024?","sub_domain":"Financial"}

Source: https://huggingface.co/datasets/zai-org/LongBench-v2

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